Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Modify the Investor Support Program and the Extended Hours Investor Program Under Rule 7014 and To Amend the Liquidity Provider Rebate Schedule Under Rule 7018, 21823-21826 [2012-8712]

Agencies

• SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 77, Number 70 (Wednesday, April 11, 2012)]
[Notices]
[Pages 21823-21826]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-8712]



[[Page 21823]]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-66747; File No. SR-NASDAQ-2012-047]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Modify the Investor Support Program and the Extended Hours Investor 
Program Under Rule 7014 and To Amend the Liquidity Provider Rebate 
Schedule Under Rule 7018

April 5, 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 March 30, 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 (i) to modify the Investor Support Program and the 
Extended Hours Investor Program under Rule 7014, and (ii) to amend 
NASDAQ's liquidity provider rebate schedule under Rule 7018. NASDAQ 
will implement the proposed change on April 2, 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
Investor Support Program
    NASDAQ is proposing to make a minor modification to the Investor 
Support Program (the ``ISP'') under Rule 7014. 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 recently 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).
---------------------------------------------------------------------------

    On March 1, 2012, the Exchange added an additional method for 
members to qualify for an ISP rebate that included a criterion focused 
on liquidity provision through Public Customer Orders in the NASDAQ 
Options Market.\5\ The Exchange is now proposing a minor modification 
to this recently introduced aspect of the ISP (the ``Options Tier'').
---------------------------------------------------------------------------

    \5\ Securities Exchange Act Release No. 66544 (March 8, 2012), 
77 FR 15163 (March 14, 2012) (SR-NASDAQ-2012-032).
---------------------------------------------------------------------------

    The Options Tier recognized the extent to which members that 
represent retail and/or institutional investors are active in trading 
both cash equities and options on behalf of such customers. In fact, to 
an increasing extent the customers that such members represent 
simultaneously trade different asset classes within a single investment 
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. The NASDAQ Market Center fee 
schedule for order execution and routing in Rule 7018 also recognizes 
the convergence between cash equities and options trading through 
liquidity provider rebate tiers available to members active in both the 
NASDAQ Market Center and the NASDAQ Options Market.
    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. For members qualifying for the Options Tier, NASDAQ 
pays a credit of $0.0003 per share with respect to shares of displayed 
liquidity executed at a price of $1 or more and entered through ISP-
designated ports, and $0.0001 per share with respect to all other 
shares of displayed liquidity executed at a price of $1 or more. The 
specific criteria for the Options Tier are as follows:
    (1) The member's Participation Ratio \6\ for the month exceeds its 
Baseline Participation Ratio \7\ by at least 0.30%.

[[Page 21824]]

In general terms, the Baseline Participation Ratio is the ratio of 
shares of liquidity provided by the member in NASDAQ for the month of 
August 2010 or August 2011 (whichever is lower) to the total 
consolidated volume for that month. To the extent that a member's 
participation in NASDAQ equals or exceeds its Baseline Participation 
Ratio (i.e., to the extent that the member at least matches its 
participation in NASDAQ during the lower of August 2010 or August 
2011), the member may be eligible for the program. Exceeding the 
Baseline Participation Ratio by specified amounts may qualify the 
member for higher credits under the ISP. The requirement reflects the 
expectation that a member participating in the program must maintain or 
increase its participation in NASDAQ as compared with an historical 
baseline.
---------------------------------------------------------------------------

    \6\ ``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.
    \7\ ``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.'' \8\ 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.
---------------------------------------------------------------------------

    \8\ 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 goals of encouraging higher 
levels of liquidity provision.
    (4) At least 80% 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.
    (5) The member has an average daily volume during the month of 
100,000 or more contracts of liquidity provided through one or more of 
its Nasdaq Option 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. That rule defines Public Customer Order as an order for the 
account of a person that is not a broker or a dealer. Thus, in keeping 
with the goal of the ISP to encourage participation by retail and 
institutional investors and the members that represent them in exchange 
markets, the criterion focused on options requires a specified level of 
liquidity provision through orders that are directly identified under 
Nasdaq Options Market rules as having characteristics consistent with 
this goal.
    (6) The member's 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 0.80. This 
additional criterion reflects a goal of ensuring that the qualifying 
member is using its ISP-designated ports substantially for liquidity 
provision, in keeping with the ISP's overall goal of drawing liquidity-
providing orders to exchange markets. In this proposed rule change, 
NASDAQ is proposing to reduce the required ratio to 0.70. NASDAQ 
believes that the change will encourage more members to seek to qualify 
for the Options Tier. Therefore, even though the change will reduce the 
liquidity requirement for qualifying members, NASDAQ believes that the 
change is still consistent with the Exchange's goal of drawing 
liquidity-providing orders to exchange markets.
Extended Hours Investor Program
    NASDAQ is also proposing to make a similar change to its Extended 
Hours Investor Program (the ``EHIP''). The EHIP is designed to 
encourage greater use of NASDAQ's facilities for trading before the 
market open at 9:30 a.m., after the market close at 4 p.m., and 
throughout the trading day. The goal of the program is to encourage the 
development of a deeper, more liquid trading book during pre-market and 
post-market hours, while also recognizing the correlation observed by 
NASDAQ between levels of liquidity provided during these trading 
sessions and levels provided during regular trading hours.
    Under the program, a member is required to designate one or more 
MPIDs for use under the program. The member then qualifies for an extra 
rebate of $0.0002 per share executed with respect to all displayed 
liquidity provided through a designated MPID that executes at a price 
of $1 or more during the month if the following conditions are met:
    (1) the MPID's ``EHIP Execution Ratio'' for the month is less than 
10. The EHIP Execution Ratio is defined as ``the ratio of (A) the total 
number of liquidity-providing orders entered by a member through an 
EHIP-designated MPID during the specified time period to (B) the number 
of liquidity-providing orders entered by such member through such EHIP-
designated MPID 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 \9\ shall be included in the 
tabulation.'' Thus, the requirement stipulates that a high proportion 
of potentially liquidity-providing orders entered through the MPID 
actually execute and provide liquidity. This requirement is designed to 
focus the availability of the program on members representing retail 
and institutional customers.
---------------------------------------------------------------------------

    \9\ See supra n.8.
---------------------------------------------------------------------------

    (2) The member must provide (i) an average daily volume of 2 
million or more shares of liquidity during the month using orders that 
are entered through its designated MPID and executed prior to NASDAQ's 
Opening Cross, or (ii) an average daily volume of 3 million or more 
shares of liquidity during the month using orders that are entered 
through its designated MPID and executed prior to the Nasdaq Opening 
Cross and/or after the Nasdaq Closing Cross. NASDAQ has observed that 
members that provide higher volumes of liquidity-providing orders 
during the pre-market or post-market hours generally do so throughout 
the rest of the trading day. Accordingly, the program pays a credit 
with respect to all liquidity-providing orders, but only in the event 
that comparatively large

[[Page 21825]]

volumes of such orders execute outside of regular market hours.
    (3) The ratio between shares of liquidity provided through the MPID 
and total shares accessed, provided, or routed through the MPID during 
the month is at least 0.80. This requirement reflects the program's 
goal of encouraging members that provide high levels of liquidity in 
the pre-market and/or after-hours trading sessions to also do so during 
the rest of the trading day. In this proposed rule change, NASDAQ 
proposes to reduce the required ratio to 0.70. NASDAQ believes that the 
change will encourage more members to seek to qualify for the EHIP. 
Therefore, even though the change will reduce the liquidity requirement 
for qualifying members, NASDAQ believes that the change is still 
consistent with the Exchange's goal of using the EHIP to encourage high 
levels of liquidity provision throughout the trading day.
Rebate Schedule
    Finally, NASDAQ is amending Rule 7018(a) to make a minor 
modification to two of its liquidity-provider rebate tiers.\10\ 
Currently, NASDAQ pays a rebate of $0.0010 per share executed for non-
displayed quotes/orders, and $0.0025 per share executed for other 
quotes/orders, if a member satisfies the following criteria: (i) the 
member provides shares of liquidity in all securities during the month 
representing more than 0.10% of Consolidated Volume \11\ during the 
month, through one or more of its NASDAQ Market Center MPIDs, and (ii) 
the member has an average daily volume during the month of more than 
115,000 contracts of liquidity accessed or provided through one or more 
of its NASDAQ Options Market MPIDs. NASDAQ is proposing to reduce the 
options contract requirement from 115,000 to 100,000, to reflect lower 
overall trading volumes in options markets and thereby make the rebate 
tier available to a wider number of market participants. Similarly, 
NASDAQ pays a rebate of $0.0015 per share executed for non-displayed 
quotes/orders, and $0.0029 per share executed for other quotes/orders, 
if a member satisfies the following criteria: (i) the member provides 
shares of liquidity in all securities during the month representing 
more than 0.15% of Consolidated Volume during the month, through one or 
more of its Nasdaq Market Center MPIDs, and (ii) the member has an 
average daily volume during the month of more than 115,000 contracts of 
liquidity accessed or provided through one or more of its Nasdaq 
Options Market MPIDs. NASDAQ is also proposing to reduce the options 
contract requirement of this tier from 115,000 to 100,000, for 
identical reasons.
---------------------------------------------------------------------------

    \10\ Rule 7018(a) governs executions of securities priced at $1 
or more. Fees and rebates applicable to securities priced under $1 
are unchanged.
    \11\ ``Consolidated Volume'' is defined as ``the total 
consolidated volume reported to all transaction reporting plans by 
all exchanges and trade reporting facilities.''
---------------------------------------------------------------------------

2. Statutory Basis
    NASDAQ believes that the proposed rule change is consistent with 
the provisions of Section 6 of the Act,\12\ in general, and with 
Sections 6(b)(4) and 6(b)(5) of the Act,\13\ 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.
---------------------------------------------------------------------------

    \12\ 15 U.S.C. 78f.
    \13\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------

    The ISP encourages members to add targeted liquidity that is 
executed in the NASDAQ Market Center. Although the proposed change 
lowers the amount of liquidity that a member must provide through ISP-
designated ports in order to qualify for the Options Tier, NASDAQ 
believes that the change may result in an even greater amount of 
targeted liquidity being provided to the NASDAQ Market Center and the 
NASDAQ Options Market, because more members will seek to qualify for 
the tier by routing targeted liquidity to NASDAQ rather than other 
trading venues.
    The rule change proposal, like the original ISP, is not designed to 
permit unfair discrimination, but rather is intended to promote 
submission of liquidity-providing orders to NASDAQ, which benefits all 
NASDAQ members and all investors. Thus, the modified Options Tier will 
make the incentive provided by the tier available to a wider range of 
market participants, and thereby seeks to benefit all market 
participants by encouraging more members to provide targeted liquidity 
to the Exchange.
    Likewise, the proposal, like the ISP, is consistent with the Act's 
requirement for the equitable allocation of reasonable dues, fees, and 
other charges. Members who choose to significantly increase the volume 
of liquidity-providing orders that they submit in order to qualify for 
the modified Options Tier would be benefitting all investors, and 
therefore providing credits to them, as contemplated by the ISP, is 
equitable. Moreover, NASDAQ believes that the level of the credit 
available through the Options Tier--$0.0003 per share for displayed 
liquidity provided through ISP-designated ports and $0.0001 per share 
for other displayed liquidity--is reasonable, in that it is comparable 
to the added rebates of $0.0001, $0.0003, or $0.0004 per share executed 
provided under other ISP tiers, and does not reflect a disproportionate 
increase above the rebates provided to all members with respect to the 
provision of displayed liquidity under Rule 7018, which range from 
$0.0020 to $0.00295 per share executed. NASDAQ further notes that by 
modifying the Options Tier, NASDAQ is effectively reducing fees for 
members qualifying for the modified tier without making any offsetting 
fee increases.
    The EHIP is not unfairly discriminatory because it is intended to 
promote submission of liquidity-providing orders to NASDAQ, which 
benefits all NASDAQ members and all investors. The proposed 
modifications to the program will make the EHIP incentive available to 
a wider range of market participants, and thereby seeks to benefit all 
market participants by encouraging more members to provide liquidity to 
the Exchange. Likewise, the EHIP, and the proposed modifications to the 
EHIP, are consistent with the Act's requirement for the equitable 
allocation of reasonable dues, fees, and other charges. Members that 
choose to significantly increase the volume of EHIP-eligible liquidity-
providing orders that they submit to NASDAQ would be benefitting all 
investors, and therefore providing credits to such members, as 
contemplated in the proposed modified program, is equitable. Although 
the liquidity-provision requirements of the program are being reduced, 
NASDAQ believes that the modification may increase the overall level of 
liquidity provision by encouraging more members to participate. 
Moreover, NASDAQ believes that the level of the credit--$0.0002 per 
share, in addition to credits ranging from $0.0020 to $0.00295 per 
share for displayed liquidity under NASDAQ's regular transaction 
execution fee and rebate schedule--is reasonable. NASDAQ further notes 
that by modifying the EHIP, NASDAQ is effectively reducing fees for 
members qualifying for the modified tier without making any offsetting 
fee increases.
    With respect to the amendment to the rebate tiers in Rule 7018 for 
members active on both the NASDAQ Market Center and the NASDAQ Options 
Market, NASDAQ has noted in its prior

[[Page 21826]]

filings with regard to these tiers that they are responsive to the 
convergence of trading in which members simultaneously trade different 
asset classes within a single strategy.\14\ 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.
---------------------------------------------------------------------------

    \14\ Securities Exchange Act Release No. 64003 (March 2, 2011), 
76 FR 12784 (March 8, 2011) (SR-NASDAQ-2011-028); Securities 
Exchange Act Release No. 59879 (May 6, 2009), 74 FR 22619 (May 13, 
2009) (SR-NASDAQ-2009-041).
---------------------------------------------------------------------------

    NASDAQ believes that the modifications to the tiers are reasonable 
because by reducing the levels of Nasdaq Options Market activity 
required to qualify for the tiers, the change will ensure that the 
tiers remain accessible by a range of market participants, despite 
reduced trading volumes in options markets. NASDAQ further believes 
that the change is consistent with an equitable allocation of fees 
because it will provide for the continued availability of pricing 
incentives designed to benefit the market by encouraging liquidity 
provision. Finally, NASDAQ believes that the modified tiers are not 
unreasonably discriminatory, because the change provides for continued 
availability of the incentive offered through the tiers without 
modifying other rebate tiers that provide alternative means to achieve 
the same rebate levels but without use of 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. NASDAQ believes that the proposed rule change 
reflects this competitive environment because the changes are intended 
to increase the availability of rebates that are designed to attract 
liquidity and thereby enhance NASDAQ's market quality.

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. In fact, because 
the proposed changes increase the availability of rebates, NASDAQ 
believes that the changes will enhance the degree of competition 
between NASDAQ and other trading venues.

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.\15\ 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.
---------------------------------------------------------------------------

    \15\ 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 (https://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-NASDAQ-2012-047 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-2012-047. 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 (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 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 
a.m. and 3 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-NASDAQ-2012-047 and should 
be submitted on or before May 2, 2012.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\16\
---------------------------------------------------------------------------

    \16\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-8712 Filed 4-10-12; 8:45 am]
BILLING CODE 8011-01-P