Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Regarding Fees and Credits for Members Using the Nasdaq Crossing Network, 51670-51672 [E8-20516]
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Federal Register / Vol. 73, No. 172 / Thursday, September 4, 2008 / Notices
19b–4 thereunder,2 a proposed rule
change to clarify the application of
certain Nasdaq listing rules when a
Nasdaq-listed company combines with a
non-Nasdaq entity. The proposed rule
change was published for comment in
the Federal Register on July 23, 2008.3
The Commission received no comments
on the proposal. This order approves the
proposed rule change.
II. Description of the Proposal
Nasdaq Rule 4340(a) requires that an
issuer must apply for initial listing in
connection with a transaction whereby
the issuer combines with a non-Nasdaq
entity, resulting in a change of control
of the issuer and potentially allowing
the non-Nasdaq entity to obtain a
Nasdaq listing. The current Rule refers
to such a transaction as a ‘‘Reverse
Merger’’ and provides a non-exclusive
list of factors that Nasdaq will consider
to determine if a transaction should be
considered a Reverse Merger for
purposes of the Rule.4
Nasdaq notes that Rule 4340(a) was
originally adopted in 1993 to address
concerns associated with non-Nasdaq
entities seeking a ‘‘backdoor listing’’ on
Nasdaq through a business combination
involving a Nasdaq issuer.5 In these
combinations, a non-Nasdaq entity
would purchase a Nasdaq issuer in a
transaction that would result in the nonNasdaq entity obtaining a Nasdaq listing
without qualifying for initial listing or
being subject to the background checks
and scrutiny normally applied to issuers
seeking initial listing.
While this Rule was originally
adopted to deal with companies seeking
a ‘‘backdoor listing’’ by acquiring a
listed shell company, its language is not
limited in that regard. Accordingly,
Nasdaq states that it has applied the rule
to any transaction where there is a
change of control potentially allowing a
non-Nasdaq entity to obtain a Nasdaq
listing. For example, Nasdaq has
applied the rule to mergers involving
operating companies in substantially
similar businesses and, in appropriate
cases, to mergers of ‘‘equals,’’ where the
2 17
CFR 240.19b–4.
Securities Exchange Act Release No. 42848
(July 17, 2008), 73 FR 42848.
4 Specifically, the rule provides that, in
determining whether a Reverse Merger has
occurred, Nasdaq will consider all relevant factors
including, but not limited to, changes in the
management, board of directors, voting power,
ownership, and financial structure of the issuer, as
well as the nature of the businesses and relative size
of the Nasdaq issuer and non-Nasdaq entity.
Securities Exchange Act Release No. 44067 (March
13, 2001), 66 FR 15515 (March 19, 2001) (SR–
NASD–01–01).
5 Securities Exchange Act Release No. 32264 (May
4, 1993), 58 FR 27760 (May 11, 1993) (SR–NAS–93–
07).
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3 See
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18:46 Sep 03, 2008
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companies are approximately the same
size.6 This allows Nasdaq staff to review
the post-transaction entity, including
any new officers, directors and control
persons, before the transaction is
consummated, thereby allowing staff to
confirm that the post-transaction entity
will meet all initial listing criteria and
that there are no public interest
concerns.
However, given the use of the term
‘‘Reverse Merger’’ within Rule 4340(a),
and the existence of a footnote in IM–
4350–1 referring to ‘‘backdoor
listings,’’ 7 Nasdaq states that companies
have expressed confusion as to the
scope of the Rule. Nasdaq therefore
proposes to remove these references
from Rule 4340(a) and IM–4350–1 and
instead refer simply to business
combinations with non-Nasdaq entities
resulting in a change of control.
III. Discussion and Commission
Findings
After careful review, 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 exchange and, in particular,
with Section 6(b)(5) of the Act,8 which
requires, among other things, that the
rules of a national securities exchange
be designed to prevent fraudulent and
manipulative acts and practices, to
promote just and equitable principles of
trade, to remove impediments to, and
perfect the mechanism of, a free and
open market and a national market
system and, in general, to protect
investors and the public interest.9
The Commission believes that the
proposed rule change will provide
clarity to, and eliminate any ambiguity
over, the scope of application of Nasdaq
Rule 4340. In particular, the revised rule
language will make clear that an issuer
must satisfy the initial listing
requirements whenever it enters into
any transaction with a non-Nasdaq
entity, resulting in a change of control
of the listed company and potentially
allowing the non-Nasdaq entity to
obtain a Nasdaq listing. The
Commission notes that the Rule will
continue to apply to ‘‘backdoor listings’’
or ‘‘reverse mergers,’’ but that the
proposed rule change will clarify that
6 See, e.g., Decision 2002/2003–9 of the Nasdaq
Listing and Hearing Review Council (December
2002), available at: https://www.nasdaq.com/about/
NLHRCDecisions20022003.pdf.
7 See Nasdaq IM–4350–1, footnote 4.
8 15 U.S.C. 78f(b)(5).
9 In approving this proposed rule change, 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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the Rule also applies to a broader
category of business combinations that
result in a change of control of the
issuer. The Commission believes that, in
the case of any transaction resulting in
such a change of control, which
includes a backdoor listing, it is
important for Nasdaq to ensure that the
company meets all initial listing criteria
and is subject to the scrutiny normally
applied to issuers seeking initial listing.
Accordingly, the Commission finds that
the proposed rule change is consistent
with the Act.
IV. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,10 that the
proposed rule change (SR–NASDAQ–
2008–062) be, and hereby is, approved.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.11
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8–20468 Filed 9–3–08; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–58435; File No. SR–
NASDAQ–2008–070]
Self-Regulatory Organizations; The
NASDAQ Stock Market LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change Regarding
Fees and Credits for Members Using
the Nasdaq Crossing Network
August 27, 2008.
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 August
15, 2008, The NASDAQ Stock Market
LLC (‘‘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. Pursuant to Section
19(b)(3)(A)(ii) of the Act 3 and Rule 19b–
4(f)(2) thereunder,4 Nasdaq has
designated this proposal as establishing
or changing a due, fee, or other charge,
which renders the proposed rule change
effective upon filing. This rule proposal,
which is effective upon filing with the
10 15
U.S.C. 78s(b)(2).
CFR 200.30–3(a)(12).
1 15 U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A)(ii).
4 17 CFR 240.19b–4(f)(2).
11 17
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Federal Register / Vol. 73, No. 172 / Thursday, September 4, 2008 / Notices
Commission, shall become operative on
September 1, 2008.
The Commission is publishing this
notice to solicit comments on the
proposed rule change from interested
persons.
I. Self-Regulatory Organization’s
Statement of the Terms of the [sic]
Substance of the Proposed Rule Change
Nasdaq is adopting a fee and credit
schedule for the Nasdaq Crossing
Network.
The text of the proposed rule change
is below. Proposed new language is in
italics; proposed deletions are in
brackets [sic].5
7018. Nasdaq Market Center Order
Execution and Routing
(a)–(e) No change.
(f) Crossing Network
All orders executed in the
Nasdaq Crossing Network
Credit for eligible executions
through the Crossing Network from September 1,
2008 through September
30, 2008.
No charge for
execution
$0.0010 per
share
For the purposes of this subsection
‘‘eligible executions’’ are all executions
of trades through the Nasdaq Crossing
Network other than those executions
that have the same market participant
on both sides of the trade.
(f)–(h) Current subsections (f) through
(h) will be renumbered as (g) through (i)
without other modification.
*
*
*
*
*
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.
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A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
Nasdaq is adopting a fee and credit
schedule for the Nasdaq Crossing
5 Changes are marked to the rule text that appears
in the electronic Nasdaq Manual found at https://
nasdaq.complinet.com.
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18:46 Sep 03, 2008
Jkt 214001
Network. The Commission approved the
Nasdaq Crossing Network on July 5,
2006.6 The Nasdaq Crossing Network
provides an execution option to market
participants trading in Nasdaq and other
exchange-listed securities that facilitates
the execution of block trades quickly
and anonymously, while minimizing
market impact and associated price
movements. The Nasdaq Crossing
Network consists of a series of trading
day (‘‘Intraday’’) and after hours (‘‘PostClose’’) Reference Price Crosses.
Since Nasdaq launched the Crossing
Network, Nasdaq has not charged a fee
to members for executing orders through
the Intraday or Post-Close Crosses.
Under the rule change, although there
will continue to be no fee associated
with trading through the Crossing
Network, member firms will be eligible
for a credit of $0.0010 per share for
orders executed through the Crossing
Network during the month of
September. The credit will not be
subject to volume or use requirements.
Trades that involve the same market
participant on both sides of the
transaction, however, will not be
eligible for the credit.
After the expiration of the
promotional pricing on September 30,
2008, order executions through the
Crossing Network will continue to be
offered to members at no charge.
2. Statutory Basis
Nasdaq believes that the proposed
rule change is consistent with the
provisions of Section 6 of the Act,7 in
general, and with Section 6(b)(4) of the
Act,8 in particular, in that 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 which
Nasdaq operates or controls. The
promotional pricing for the Crossing
Network is an equitable allocation of
fees because the credit will apply
equally to all members who execute
orders through the Crossing Network.
Furthermore, the credit is reasonable
because it is intended to encourage
participation in the Crossing Network,
which would provide additional data to
Nasdaq to evaluate the need for any
6 See Securities Exchange Act Release No. 54248
(July 31, 2006) (SR–NASDAQ–2006–019). Prior to
the effective date of Nasdaq’s operation as an
exchange for Nasdaq-listed securities, the rule
governing the Nasdaq Crossing Network had been
approved as an NASD rule (NASD Rule 4716).
Securities Exchange Act Release No. 54101 (July 5,
2006), 71 FR 39382 (July 12, 2006) (SR–NASD–
2005–140).
7 15 U.S.C. 78f.
8 15 U.S.C. 78f(b)(4).
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51671
future changes to the product or the
relevant fee schedule.
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.
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)(ii) of the Act 9 and
subparagraph (f)(2) of Rule 19b–4
thereunder.10
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 (https://www.sec.gov/
rules/sro.shtml); or
• Send an e-mail to rulecomments@sec.gov. Please include File
Number SR–NASDAQ–2008–070 on the
subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street, NE.,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–NASDAQ–2008–070. 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
9 15
U.S.C. 78s(b)(3)(A)(ii).
CFR 240.19b–4(f)(2).
10 17
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51672
Federal Register / Vol. 73, No. 172 / Thursday, September 4, 2008 / Notices
post all comments on the Commission’s
Internet Web site (https://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 100 F Street, NE., Washington, DC
20549 on official business days between
the hours of 10 a.m. and 3 p.m. Copies
of such filing also will be available for
inspection and copying at the principal
office of the self-regulatory organization.
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–2008–070, and
should be submitted on or before
September 25, 2008.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.11
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8–20516 Filed 9–3–08; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–58440; File No. SR–
NASDAQ–2008–071]
Self-Regulatory Organizations; The
NASDAQ Stock Market LLC; Notice of
Filing and Order Granting Accelerated
Approval of Proposed Rule Change
Relating to the Generic Listing
Standards for Index Multiple Exchange
Traded Fund Shares and Index Inverse
Exchange Traded Fund Shares
sroberts on PROD1PC77 with NOTICES
August 28, 2008.
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 August
20, 2008, The NASDAQ Stock Market
LLC (‘‘Nasdaq’’ or ‘‘Exchange’’) filed
with the Securities and Exchange
Commission (‘‘Commission’’) the
proposed rule change as described in
11 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
18:46 Sep 03, 2008
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
Nasdaq is filing a proposed rule
change to amend Nasdaq Rule 4420(j) to
list and trade, or trade pursuant to
unlisted trading privileges (‘‘UTP’’),
shares of a series of Index Multiple
Exchange Traded Fund Shares
(‘‘Multiple Fund Shares’’) and Index
Inverse Exchange Traded Fund Shares
(‘‘Inverse Fund Shares’’) (collectively,
the ‘‘Fund Shares’’). The text of the
proposed rule change is available from
Nasdaq’s Web site at https://
nasdaq.cchwallstreet.com, at Nasdaq’s
principal office, and at the
Commission’s Public Reference Room.
Proposed new language is italicized;
proposed deletions are in brackets.3
*
*
*
*
*
4420. Quantitative Listing Criteria
*
*
*
*
*
(a)–(i) No Change.
(j) Index Fund Shares
(1) No Change
(A) No Change
(B)(i) The term ‘‘Index Fund Share’’
includes a security issued by an openend management investment company
that seeks to provide investment results
that either exceed the performance of a
specified domestic equity, international
or global equity, or fixed income index
or a combination thereof by a specified
multiple or that correspond to the
inverse (opposite) of the performance of
a specified domestic equity,
international or global equity, or fixed
income index or a combination thereof
by a specified multiple. Such a security
is issued in a specified aggregate
number in return for a deposit of a
specified number of shares of stock, a
specified portfolio of fixed income
securities or a combination of the above
and/or cash as defined in subparagraph
(1)(B)(ii) of this rule with a value equal
to the next determined net asset value.
When aggregated in the same specified
minimum number, Index Fund Shares
may be redeemed at a holder’s request
by such open-end investment company
which will pay to the redeeming holder
the stock, fixed income securities or a
combination thereof and/or cash with a
3 Changes are marked to the rule text that appears
in the electronic manual of Nasdaq found at https://
nasdaq.cchwallstreet.com.
1 15
VerDate Aug<31>2005
Items I and II below, which Items have
been prepared by Nasdaq. The
Commission is publishing this notice
and order to solicit comments on the
proposed rule change from interested
persons and to approve the proposal on
an accelerated basis.
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value equal to the next determined net
asset value.
(ii) In order to achieve the investment
result that it seeks to provide, such an
investment company may hold a
combination of financial instruments,
including, but not limited to, stock
index futures contracts; options on
futures contracts; options on securities
and indices; equity caps, collars and
floors; swap agreements; forward
contracts; repurchase agreements and
reverse repurchase agreements (the
‘‘Financial Instruments’’), but only to
the extent and in the amounts or
percentages as set forth in the
registration statement for such Index
Fund Shares.
(iii) Any open-end management
investment company which issues Index
Fund Shares referenced in this
subparagraph (1)(B) that seeks to
provide investment results, before fees
and expenses, in an amount that
exceeds ¥200% of the percentage
performance on a given day of a
particular domestic equity, international
or global equity or fixed income
securities index or a combination
thereof shall not be approved by the
Exchange for listing and trading
pursuant to Rule 19b–4(e) under the
Securities Exchange Act of 1934.
(iv) For the initial and continued
listing of a series of Index Fund Shares
referenced in the provisions of this
subparagraph (1)(B) of this rule, the
following requirements must be adhered
to:
Daily public Web site disclosure of
portfolio holdings that will form the
basis for the calculation of the net asset
value by the issuer of such series,
including, as applicable, the following
instruments:
a. The identity and number of shares
held of each specific equity security;
b. The identity and amount held for
each specific fixed income security;
c. The specific types of Financial
Instruments and characteristics of such
Financial Instruments; and
d. Cash equivalents and the amount
of cash held in the portfolio.
If the Exchange becomes aware that
the net asset value related to an Index
Fund Shares included in the provisions
of this subparagraph (1)(B)(ii) of this
rule, is not being disseminated to all
market participants at the same time or
the daily public Web site disclosure of
portfolio holdings does not occur, the
Exchange shall halt trading in such
series of Index Fund Share, as
appropriate. The Exchange may resume
trading in such Index Fund Shares only
when the net asset value is disseminated
to all market participants at the same
time or the daily public Web site
E:\FR\FM\04SEN1.SGM
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]]>Agencies
[Federal Register Volume 73, Number 172 (Thursday, September 4, 2008)]
[Notices]
[Pages 51670-51672]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-20516]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-58435; File No. SR-NASDAQ-2008-070]
Self-Regulatory Organizations; The NASDAQ Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change
Regarding Fees and Credits for Members Using the Nasdaq Crossing
Network
August 27, 2008.
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 August 15, 2008, The NASDAQ Stock Market LLC (``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. Pursuant to Section 19(b)(3)(A)(ii)
of the Act \3\ and Rule 19b-4(f)(2) thereunder,\4\ Nasdaq has
designated this proposal as establishing or changing a due, fee, or
other charge, which renders the proposed rule change effective upon
filing. This rule proposal, which is effective upon filing with the
[[Page 51671]]
Commission, shall become operative on September 1, 2008.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ 15 U.S.C. 78s(b)(3)(A)(ii).
\4\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------
The Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
I. Self-Regulatory Organization's Statement of the Terms of the [sic]
Substance of the Proposed Rule Change
Nasdaq is adopting a fee and credit schedule for the Nasdaq
Crossing Network.
The text of the proposed rule change is below. Proposed new
language is in italics; proposed deletions are in brackets [sic].\5\
---------------------------------------------------------------------------
\5\ Changes are marked to the rule text that appears in the
electronic Nasdaq Manual found at https://nasdaq.complinet.com.
---------------------------------------------------------------------------
7018. Nasdaq Market Center Order Execution and Routing
(a)-(e) No change.
(f) Crossing Network
------------------------------------------------------------------------
All orders executed in the Nasdaq Crossing
Network No charge for execution
------------------------------------------------------------------------
Credit for eligible executions through the $0.0010 per share
Crossing Network from September 1, 2008
through September 30, 2008.
------------------------------------------------------------------------
For the purposes of this subsection ``eligible executions'' are all
executions of trades through the Nasdaq Crossing Network other than
those executions that have the same market participant on both sides of
the trade.
(f)-(h) Current subsections (f) through (h) will be renumbered as
(g) through (i) without other modification.
* * * * *
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 is adopting a fee and credit schedule for the Nasdaq
Crossing Network. The Commission approved the Nasdaq Crossing Network
on July 5, 2006.\6\ The Nasdaq Crossing Network provides an execution
option to market participants trading in Nasdaq and other exchange-
listed securities that facilitates the execution of block trades
quickly and anonymously, while minimizing market impact and associated
price movements. The Nasdaq Crossing Network consists of a series of
trading day (``Intraday'') and after hours (``Post-Close'') Reference
Price Crosses.
---------------------------------------------------------------------------
\6\ See Securities Exchange Act Release No. 54248 (July 31,
2006) (SR-NASDAQ-2006-019). Prior to the effective date of Nasdaq's
operation as an exchange for Nasdaq-listed securities, the rule
governing the Nasdaq Crossing Network had been approved as an NASD
rule (NASD Rule 4716). Securities Exchange Act Release No. 54101
(July 5, 2006), 71 FR 39382 (July 12, 2006) (SR-NASD-2005-140).
---------------------------------------------------------------------------
Since Nasdaq launched the Crossing Network, Nasdaq has not charged
a fee to members for executing orders through the Intraday or Post-
Close Crosses. Under the rule change, although there will continue to
be no fee associated with trading through the Crossing Network, member
firms will be eligible for a credit of $0.0010 per share for orders
executed through the Crossing Network during the month of September.
The credit will not be subject to volume or use requirements. Trades
that involve the same market participant on both sides of the
transaction, however, will not be eligible for the credit.
After the expiration of the promotional pricing on September 30,
2008, order executions through the Crossing Network will continue to be
offered to members at no charge.
2. Statutory Basis
Nasdaq believes that the proposed rule change is consistent with
the provisions of Section 6 of the Act,\7\ in general, and with Section
6(b)(4) of the Act,\8\ in particular, in that 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
which Nasdaq operates or controls. The promotional pricing for the
Crossing Network is an equitable allocation of fees because the credit
will apply equally to all members who execute orders through the
Crossing Network. Furthermore, the credit is reasonable because it is
intended to encourage participation in the Crossing Network, which
would provide additional data to Nasdaq to evaluate the need for any
future changes to the product or the relevant fee schedule.
---------------------------------------------------------------------------
\7\ 15 U.S.C. 78f.
\8\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------
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.
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)(ii) of the Act \9\ and subparagraph (f)(2) of Rule 19b-4
thereunder.\10\
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\9\ 15 U.S.C. 78s(b)(3)(A)(ii).
\10\ 17 CFR 240.19b-4(f)(2).
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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.
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 (https://
www.sec.gov/rules/sro.shtml); or
Send an e-mail to rule-comments@sec.gov. Please include
File Number SR-NASDAQ-2008-070 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090.
All submissions should refer to File Number SR-NASDAQ-2008-070. 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
[[Page 51672]]
post all comments on the Commission's Internet Web site (https://
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 100 F Street, NE., Washington, DC 20549 on official
business days between the hours of 10 a.m. and 3 p.m. Copies of such
filing also will be available for inspection and copying at the
principal office of the self-regulatory organization. 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-2008-070, and should
be submitted on or before September 25, 2008.
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\11\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8-20516 Filed 9-3-08; 8:45 am]
BILLING CODE 8010-01-P
