
[Federal Register Volume 77, Number 182 (Wednesday, September 19, 2012)]
[Notices]
[Pages 58190-58194]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-23037]



[[Page 58190]]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-67849; File No. SR-NASDAQ-2012-103]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Modify the Investor Support Program Under Rule 7014 and To Amend 
NASDAQ's Schedule of Execution Fees and Rebates Under Rule 7018

September 13, 2012.
    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 31, 2012, The NASDAQ Stock Market LLC (``NASDAQ'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') a proposed rule change as described in Items I, II and 
III below, which Items have been prepared by the Exchange. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    NASDAQ proposes to modify the Investor Support Program under Rule 
7014, and to amend NASDAQ's schedule of execution fees and rebates 
under Rule 7018. NASDAQ will implement the proposed change on September 
4, 2012. The text of the proposed rule change is available at 
nasdaq.cchwallstreet.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, the self-regulatory organization 
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 those statements may be examined at 
the places specified in Item IV below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    NASDAQ is proposing (i) to modify the ISP under Rule 7014, and (ii) 
to amend NASDAQ's schedule of execution fees and rebates under Rule 
7018(a). As a general matter, the changes are designed to reflect the 
persistent reduction in trading volumes in the U.S. capital markets 
through a range of changes that will both increase incentives for 
market participation and enhance revenue.
Investor Support Program
    The ISP enables NASDAQ members to earn a monthly fee credit for 
providing additional liquidity to NASDAQ and increasing the NASDAQ-
traded volume of what are generally considered to be retail and 
institutional investor orders in exchange-traded securities (``targeted 
liquidity''). The goal of the ISP is to incentivize members to provide 
such targeted liquidity to the NASDAQ Market Center.\3\ The Exchange 
noted in its original filing to institute the ISP \4\ that maintaining 
and increasing the proportion of orders in exchange-listed securities 
executed on a registered exchange (rather than relying on any of the 
available off-exchange execution methods) would help raise investors' 
confidence in the fairness of their transactions and would benefit all 
investors by deepening NASDAQ's liquidity pool, supporting the quality 
of price discovery, promoting market transparency and improving 
investor protection.
---------------------------------------------------------------------------

    \3\ The Commission has expressed its concern that a significant 
percentage of the orders of individual investors are executed at 
over the counter (``OTC'') markets, that is, at off-exchange 
markets; and that a significant percentage of the orders of 
institutional investors are executed in dark pools. Securities 
Exchange Act Release No. 61358 (January 14, 2010), 75 FR 3594 
(January 21, 2010) (Concept Release on Equity Market Structure, 
``Concept Release''). In the Concept Release, the Commission has 
recognized the strong policy preference under the Act in favor of 
price transparency and displayed markets. The Commission published 
the Concept Release to invite public comment on a wide range of 
market structure issues, including high frequency trading and un-
displayed, or ``dark,'' liquidity. See also Mary L. Schapiro, 
Strengthening Our Equity Market Structure (Speech at the Economic 
Club of New York, Sept. 7, 2010) (``Schapiro Speech,'' available on 
the Commission Web site) (comments of Commission Chairman on what 
she viewed as a troubling trend of reduced participation in the 
equity markets by individual investors, and that nearly 30 percent 
of volume in U.S.-listed equities is executed in venues that do not 
display their liquidity or make it generally available to the 
public).
    \4\ Securities Exchange Act Release No. 63270 (November 8, 
2010), 75 FR 69489 (November 12, 2010) (NASDAQ-2010-141) (notice of 
filing and immediate effectiveness).
---------------------------------------------------------------------------

    Participants in the ISP are required to designate specific NASDAQ 
order entry ports for use under the ISP and to meet specified criteria 
focused on market participation, liquidity provision, and high rates of 
order execution. Currently, a member that participates in the ISP 
receives a credit of $0.00005, $0.000275, or $0.000375 per share with 
respect to the number of shares of displayed liquidity provided by the 
member that execute at $1 or more per share.\5\ The precise credit rate 
is determined by factors designed to measure the degree of the member's 
participation in the Nasdaq Market Center and the percentage of orders 
that it enters that execute--its ``ISP Execution Ratio''--which is seen 
as indicative of retail or institutional participation. Without making 
any other modifications to the program, NASDAQ will reduce the credit 
paid to market participants that currently qualify for a $0.000275 per 
share credit to $0.0001 per share. The specific requirements for 
qualifying for the $0.0001 credit are described below.
---------------------------------------------------------------------------

    \5\ A participant in the ISP must designate specific order-entry 
ports for use in tabulating certain requirements under the program.
---------------------------------------------------------------------------

    As provided in Rule 7014(c)(2), NASDAQ will pay a credit of $0.0001 
per share \6\ with respect to shares of displayed liquidity executed at 
a price of $1 or more and entered through ISP-designated ports, and 
$0.00005 per share with respect to all other shares of displayed 
liquidity executed at a price of $1 or more, if the following 
conditions are met:
---------------------------------------------------------------------------

    \6\ A reduction from $0.000275 per share.
---------------------------------------------------------------------------

    (1) The member's Participation Ratio \7\ for the month exceeds its 
Baseline Participation Ratio \8\ by at least 0.43%.

[[Page 58191]]

The requirement reflects the expectation that in order to earn a higher 
rebate under the program, a member participating in the program must 
increase its participation in NASDAQ as compared with an historical 
baseline.
---------------------------------------------------------------------------

    \7\ ``Participation Ratio'' is defined as follows: ``[F]or a 
given member in a given month, the ratio of (A) the number of shares 
of liquidity provided in orders entered by the member through any of 
its Nasdaq ports and executed in the Nasdaq Market Center during 
such month to (B) the Consolidated Volume.'' ``Consolidated Volume'' 
is defined as follows: ``[F]or a given member in a given month, the 
consolidated volume of shares of System Securities in executed 
orders reported to all consolidated transaction reporting plans by 
all exchanges and trade reporting facilities during such month.'' 
``System Securities'' means all securities listed on NASDAQ and all 
securities subject to the Consolidated Tape Association Plan and the 
Consolidated Quotation Plan.
    \8\ ``Baseline Participation Ratio'' is defined as follows: 
``[W]ith respect to a member, the lower of such member's 
Participation Ratio for the month of August 2010 or the month of 
August 2011, provided that in calculating such Participation Ratios, 
the numerator shall be increased by the amount (if any) of the 
member's Indirect Order Flow for such month, and provided further 
that if the result is zero for either month, the Baseline 
Participation Ratio shall be deemed to be 0.485% (when rounded to 
three decimal places).'' ``Indirect Order Flow'' is defined as 
follows: ``[F]or a given member in a given month, the number of 
shares of liquidity provided in orders entered into the Nasdaq 
Market Center at the member's direction by another member with 
minimal substantive intermediation by such other member and executed 
in the Nasdaq Market Center during such month.''
---------------------------------------------------------------------------

    (2) The member's ``ISP Execution Ratio'' for the month must be less 
than 10. The ISP Execution Ratio is defined as ``the ratio of (A) the 
total number of liquidity-providing orders entered by a member through 
its ISP-designated ports during the specified time period to (B) the 
number of liquidity-providing orders entered by such member through its 
ISP-designated ports and executed (in full or partially) in the Nasdaq 
Market Center during such time period; provided that: (i) No order 
shall be counted as executed more than once; and (ii) no Pegged Orders, 
odd-lot orders, or MIOC or SIOC orders shall be included in the 
tabulation.'' \9\ Thus, the definition requires a ratio between the 
total number of orders that post to the NASDAQ book and the number of 
such orders that actually execute that is low, a characteristic that 
NASDAQ believes to be reflective of retail and institutional order 
flow.
---------------------------------------------------------------------------

    \9\ These terms have the meanings assigned to them in Rule 4751. 
MIOC and SIOC orders are forms of ``immediate or cancel'' orders and 
therefore cannot be liquidity-providing orders.
---------------------------------------------------------------------------

    (3) The shares of liquidity provided through ISP-designated ports 
during the month are equal to or greater than 0.2% of Consolidated 
Volume during the month, reflecting the ISP's goals of encouraging 
higher levels of liquidity provision.
    (4) At least 40% of the liquidity provided by the member during the 
month is provided through ISP-designated ports. This requirement is 
designed to mitigate ``gaming'' of the program by firms that do not 
generally represent retail or institutional order flow but that 
nevertheless are able to channel a portion of their orders that they 
intend to execute through ISP-designated ports and thereby receive a 
credit with respect to those orders.
    Alternatively, as provided in Rule 7014(c)(3), NASDAQ will pay a 
credit of $0.0001 per share \10\ with respect to shares of displayed 
liquidity executed at a price of $1 or more and entered through ISP-
designated ports, and $0.00005 per share with respect to all other 
shares of displayed liquidity executed at a price of $1 or more, if the 
following conditions are met:
---------------------------------------------------------------------------

    \10\ A reduction from $0.000275 per share.
---------------------------------------------------------------------------

    (1) The member's Participation Ratio for the month exceeds its 
Baseline Participation Ratio by at least 0.30%.
    (2) The member's ``ISP Execution Ratio'' for the month is less than 
10.
    (3) The shares of liquidity provided through ISP-designated ports 
during the month are equal to or greater than 0.2% of Consolidated 
Volume during the month.
    (4) At least 80% of the liquidity provided by the member during the 
month is provided through ISP-designated ports.
    (5) The member has an average daily volume during the month of more 
than 100,000 contracts of liquidity provided through one or more of its 
Nasdaq Options Market market participant identifiers (``MPIDs''), 
provided that such liquidity is provided through Public Customer 
Orders, as defined in Chapter I, Section 1 of the Nasdaq Options Market 
Rules; and
    (6) The ratio between shares of liquidity provided through ISP-
designated ports and total shares accessed, provided, or routed through 
ISP-designated ports during the month is at least 0.70.
Execution Fees and Rebates
    NASDAQ is making a number of changes to its general schedule of 
fees and rebates for order execution. Overall, the changes are designed 
to (i) raise additional revenue to offset reductions caused by a 
sustained decrease in trading volumes in the U.S. capital markets, (ii) 
continue the process of replacing volume-based pricing tiers measured 
by share volume with tiers measured by a market participant's 
percentage of ``Consolidated Volume,'' \11\ and (iii) enhance market 
participation incentives by broadening the eligibility for several 
rebate tiers. Specifically, NASDAQ is proposing to make the following 
changes to Rule 7018(a), which governs execution and routing of order 
for securities priced at $1 or more per share:
---------------------------------------------------------------------------

    \11\ See Securities Exchange Act Release No. 64453 (May 10, 
2011), 76 FR 28252 (May 16, 2011) (SR-NASDAQ-2011-062). 
``Consolidated Volume'' is defined as the total consolidated volume 
reported to all consolidated transaction reporting plans by all 
exchanges and trade reporting facilities.
---------------------------------------------------------------------------

     Currently, NASDAQ pays a credit of $0.0029 per share 
executed with respect to displayed quotes/orders for a member with 
shares of liquidity provided in all securities through one or more of 
its NASDAQ Market Center MPIDs that represent more than 0.45% of 
Consolidated Volume during the month. NASDAQ is modifying this rebate 
tier to increase the requirement to 0.50% of Consolidated Volume.
     Similarly, NASDAQ currently pays a credit of $0.0029 per 
share executed with respect to displayed quotes/orders for a member 
with shares of liquidity accessed in all securities through one or more 
of its MPIDs that represent more than 0.65% of Consolidated Volume 
during the month, and that provides a daily average of at least 2 
million shares of liquidity in all securities through one or more of 
its NASDAQ Market Center MPIDs during the month. NASDAQ is proposing to 
eliminate this rebate tier.\12\
---------------------------------------------------------------------------

    \12\ Other rebate tiers under which members may be eligible to 
receive rebates of $0.00295 or $0.0029 per share will remain 
unchanged.
---------------------------------------------------------------------------

     Currently, NASDAQ pays a credit of $0.0027 per share 
executed with respect to displayed quotes/orders for a member with an 
average daily volume in all securities of more than 25 million shares 
of liquidity provided through one or more of its NASDAQ Market Center 
MPIDs during the month. The requirement for this tier is being modified 
to require that the member provide liquidity representing more than 
0.30% of Consolidated Volume. NASDAQ believes that given the volume 
levels that have recently prevailed in the market, the change will make 
it slightly easier for members to qualify for this pricing tier.
     Similarly, NASDAQ pays a credit of $0.0025 per share 
executed with respect to displayed quotes/orders for a member with an 
average daily volume in all securities of more than 20 million shares 
of liquidity provided through one or more of its NASDAQ Market Center 
MPIDs during the month. The requirement for this tier is being modified 
to require that the member provide liquidity representing more than 
0.10% of Consolidated Volume. Again, NASDAQ believes that this change 
will make it easier for members to qualify for this pricing tier.
     NASDAQ currently pays a credit of $0.0025 per share 
executed with respect to displayed quotes/orders for a member with 
shares of liquidity accessed in all securities through one or more of 
its MPIDs that represent 0.20% or more of Consolidated Volume during 
the month, and with shares of liquidity provided in all securities 
during the month representing 0.10% or more of Consolidated Volume 
during the month. NASDAQ is proposing to eliminate this rebate 
tier.\13\
---------------------------------------------------------------------------

    \13\ Other rebate tiers under which members may be eligible to 
receive rebates of $0.0025 per share will remain unchanged or will 
have their associated rebate increased.
---------------------------------------------------------------------------

     NASDAQ currently pays a credit of $0.0025 per share 
executed with respect

[[Page 58192]]

to displayed quotes/orders for a member with shares of liquidity 
provided in all securities through one or more of its NASDAQ Market 
Center MPIDs representing more than 0.10% of Consolidated Volume during 
the month, and with an average daily volume during the month of more 
than 100,000 contracts of liquidity accessed or provided through one or 
more of its NASDAQ Options Market MPIDs. NASDAQ is proposing to 
increase the rebate for this tier to $0.0027 per share executed.
     NASDAQ currently pays a credit of $0.0029 per share 
executed with respect to displayed quotes/orders for a member with 
shares of liquidity provided in all securities through one or more of 
its NASDAQ Market Center MPIDs representing more than 0.15% of 
Consolidated Volume during the month, and with an average daily volume 
during the month of more than 100,000 contracts of liquidity accessed 
or provided through one or more of its NASDAQ Options Market MPIDs. 
NASDAQ is proposing to increase the Consolidated Volume requirement for 
this tier to 0.25%.
    For securities listed on an exchange other than NASDAQ or the New 
York Stock Exchange (``Tape B Securities''), NASDAQ currently charges a 
discounted order execution fee of $0.0027 per share executed with 
respect to an order entered through a NASDAQ Market Center MPID through 
which a member (i) accesses shares of liquidity in Tape B Securities 
that represent more than 1.5% of Consolidated Volume in Tape B 
Securities during the month, and (ii) provides shares of liquidity in 
Tape B Securities that represent more than 0.5% of Consolidated Volume 
in Tape B Securities during the month. Similarly, NASDAQ currently 
charges a discounted order execution fee of $0.0028 per share executed 
with respect to an order entered through a NASDAQ Market Center MPID 
through which a member (i) accesses shares of liquidity in Tape B 
Securities that represent more than 0.5% of Consolidated Volume in Tape 
B Securities during the month, and (ii) provides shares of liquidity in 
Tape B Securities that represent more than 0.25% of Consolidated Volume 
in Tape B Securities during the month. NASDAQ is eliminating both of 
these discounted fees, such that the uniform access fee will be $0.0030 
per share executed for all securities priced above $1.
2. Statutory Basis
    NASDAQ believes that the proposed rule change is consistent with 
the provisions of Section 6 of the Act,\14\ in general, and with 
Sections 6(b)(4) and 6(b)(5) of the Act,\15\ 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, and is not 
designed to permit unfair discrimination between customers, issuers, 
brokers, or dealers.
---------------------------------------------------------------------------

    \14\ 15 U.S.C. 78f.
    \15\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------

Changes to the ISP
    The ISP encourages members to add targeted liquidity that is 
executed in the Nasdaq Market Center. NASDAQ believes that the 
reduction in the rebates paid under the ISP from $0.000275 to $0.0001 
with respect to certain tiers of the ISP is reasonable, because it 
provides a means for NASDAQ to reduce costs during a period of 
persistently low trading volumes, while maintaining the overall 
structure of the ISP for the purpose of providing incentives for retail 
and institutional investors to provide targeted liquidity at NASDAQ. 
The change is consistent with an equitable allocation of fees: although 
the change maintains the ISP's purpose of paying higher rebates to 
certain market participants in order to encourage them to benefit all 
NASDAQ members through the submission of targeted liquidity, the change 
reduces the disparity between rebates paid to ISP participants and 
other members for providing liquidity. Similarly, although NASDAQ 
believes that the price differentiation inherent in the ISP is fair, 
because it is designed to benefit all market participants by drawing 
targeted liquidity to the Exchange, the change reduces the level of 
differentiation between the rebates paid to ISP participants and those 
paid to other liquidity providers.
Changes to Fees and Other Rebates
    NASDAQ believes that the proposed change to the fee to access 
liquidity in Tape B Securities is reasonable because NASDAQ already 
charges the same fee with respect to other securities, and because the 
fee is consistent with the requirements of SEC Rule 610.\16\ The change 
is consistent with an equitable allocation of fees because it will 
result in uniform access fees for all market participants and all 
securities. Similarly, the change is not unreasonably discriminatory 
because it will eliminate existing price differentials among market 
participants with respect to execution of orders for Tape B Securities.
---------------------------------------------------------------------------

    \16\ 17 CFR 242.610.
---------------------------------------------------------------------------

    NASDAQ further believes that the proposed changes to rebate tiers 
are reasonable, because they are not expected to result in significant 
rebate reductions for market participants. This is the case because 
members that no longer qualify for rebate tiers whose criteria are 
being restricted will likely qualify for other tiers that pay an 
enhanced rebate, while other market participants are likely to qualify 
for tiers that they have not qualified for in the past. Thus, although 
some market participants may see reduced rebates, NASDAQ does not 
believe that the reductions will be significant. NASDAQ further 
believes that the changes are consistent with an equitable allocation 
of fees because the modified rebate schedule will continue to provide 
the incentives for provision of displayed liquidity that NASDAQ 
believes benefit all market participants by dampening price volatility 
and promoting price discovery. Finally, NASDAQ believes that the 
changes are not unreasonably discriminatory because opportunities for 
enhanced rebates to liquidity providers will continue to exist under 
the modified schedule. Specifically:
     The change to one of the rebate tiers through which 
members may earn a $0.029 [sic] per share executed rebate by requiring 
liquidity representing 0.50% of Consolidated Volume (rather than 0.45% 
of Consolidated Volume), as well as the elimination of another $0.0029 
per share rebate tier that requires shares of liquidity accessed that 
represent more than 0.65% of Consolidated Volume during the month and 
provision of a daily average of at least 2 million shares of liquidity, 
are reasonable because members may continue to receive a rebate of 
$0.0029 per share through several alternative tiers, or may qualify for 
slightly lower rebates of $0.0027 per share or $0.0025 per share 
through a range of alternative tiers. In addition, the changes are 
consistent with an equitable allocation of fees because after the 
change, the rebate schedule will continue to reflect an allocation of 
rebates to liquidity providers designed to encourage beneficial market 
activity, with affected market participants still able to earn 
comparable or slightly lower rebates through alternative means. 
Finally, the changes are not unreasonably discriminatory because 
although they affect only those market participants currently 
qualifying for the tiers in question, they serve the reasonable 
purposes of reducing costs while continuing to provide reasonable 
rebate opportunities to those participants.

[[Page 58193]]

     The changes to express the requirements for certain 
$0.0027 and $0.0025 per share tiers in terms of percentage of 
Consolidated Volume rather than share amounts is reasonable because at 
currently prevailing volume levels, the changes will make it easier for 
market participants to qualify for these tiers. The changes are 
consistent with an equitable allocation of fees because they encourage 
liquidity provision and help to ensure that market participants 
affected by changes that restrict eligibility for other rebate tiers 
will continue to have alternative means to earn a favorable rebate. 
Finally, the changes are not unreasonably discriminatory because they 
broaden the eligibility of members to receive rebates at these levels.
     The elimination of the $0.0025 per share tier requiring 
liquidity accessing equal or greater to 0.20% of Consolidated Volume 
and liquidity provision of 0.10% or more of Consolidation Volume is 
reasonable because affected members will continue to qualify for the 
modified tier requiring comparable liquidity provision in order to earn 
a $0.0025 per share rebate. Thus, the change is also consistent with an 
equitable allocation of fees, and is not unreasonably discriminatory, 
because it will not deprive market participants of the rebate 
opportunity in question.
    The increase in the rebate paid with respect to market participants 
providing liquidity representing 0.10% of Consolidated Volume and 
active in the NASDAQ Options Market, as well as the tightening of the 
requirements for a $0.0029 per share credit paid to market participants 
active in both the NASDAQ Market Center and the NASDAQ Options Market, 
are reasonable because they provide an increased rebate to members 
currently in the lower tier while ensuring that members no longer 
qualifying for the higher tier can nevertheless receive the new higher 
rebate for the lower tier. The changes are consistent with an equitable 
allocation of fees because the modified rebates continue to be 
responsive to the convergence of trading in which members 
simultaneously trade different asset classes within a single strategy. 
NASDAQ also notes that cash equities and options markets are linked, 
with liquidity and trading patterns on one market affecting those on 
the other. Accordingly, pricing incentives that encourage market 
participant activity in both markets recognize that activity in the 
options markets also supports price discovery and liquidity provision 
in the NASDAQ Market Center. Finally, the changes are not unreasonably 
discriminatory, since NASDAQ Market Center participants have 
alternative means of early rebates of $0.0027 or $0.0029 per share 
rebates that do not require participation in the NASDAQ Options Market.
    Finally, NASDAQ notes that it operates in a highly competitive 
market in which market participants can readily favor competing venues 
if they deem fee levels at a particular venue to be excessive, or 
rebate opportunities available at other venues to be more favorable. In 
such an environment, NASDAQ must continually adjust its fees to remain 
competitive with other exchanges and with alternative trading systems 
that have been exempted from compliance with the statutory standards 
applicable to exchanges. These competitive forces help to ensure that 
NASDAQ's fees are reasonable, equitably allocated, and not unfairly 
discriminatory since market participants can largely avoid fees to 
which they object by changing their trading behavior.

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. Because the market 
for order execution is extremely competitive, members may readily opt 
to disfavor NASDAQ's execution services if they believe that 
alternatives offer them better value. For this reason and the reasons 
discussed in connection with the statutory basis for the proposed rule 
change, NASDAQ does not believe that the proposed changes will impair 
the ability of members or competing order execution venues to maintain 
their competitive standing in the financial markets.

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.\17\ At any time within 60 days of the 
filing of the proposed rule change, the Commission summarily may 
temporarily suspend 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. If the Commission takes such action, the 
Commission shall institute proceedings to determine whether the 
proposed rule should be approved or disapproved.
---------------------------------------------------------------------------

    \17\ 15 U.S.C. 78s(b)(3)(a)(ii).
---------------------------------------------------------------------------

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 email to rule-comments@sec.gov. Please 
include File Number SR-NASDAQ-2012-103 on the subject line.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.
    All submissions should refer to File Number SR-NASDAQ-2012-103. 
This file number should be included on the subject line if email 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 Web site 
viewing and printing in the Commission's Public Reference Room, 100 F 
Street NE., Washington, DC 20549, on official business days between the 
hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be 
available for inspection and copying at the principal office of the 
Exchange. 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-

[[Page 58194]]

NASDAQ-2012-103 and should be submitted on or before October 10, 2012.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\18\
---------------------------------------------------------------------------

    \18\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-23037 Filed 9-18-12; 8:45 am]
BILLING CODE 8011-01-P


