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]

Download as PDF 51670 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). sroberts on PROD1PC77 with NOTICES 3 See VerDate Aug<31>2005 18:46 Sep 03, 2008 Jkt 214001 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: http://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). PO 00000 Frm 00050 Fmt 4703 Sfmt 4703 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 E:\FR\FM\04SEN1.SGM 04SEN1 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. sroberts on PROD1PC77 with NOTICES 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 http:// nasdaq.complinet.com. VerDate Aug<31>2005 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). PO 00000 Frm 00051 Fmt 4703 Sfmt 4703 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 (http://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 E:\FR\FM\04SEN1.SGM 04SEN1 51672 Federal Register / Vol. 73, No. 172 / Thursday, September 4, 2008 / Notices 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 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 http:// 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 http:// 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. Jkt 214001 PO 00000 Frm 00052 Fmt 4703 Sfmt 4703 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 04SEN1

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]


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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 http://nasdaq.complinet.com.
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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\
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \10\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

    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 (http://
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 (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 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.
---------------------------------------------------------------------------

    \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