[Federal Register Volume 76, Number 240 (Wednesday, December 14, 2011)]
[Notices]
[Pages 77883-77887]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-31999]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-65913; File No. SR-NASDAQ-2011-163]


Self-Regulatory Organizations; NASDAQ Stock Market LLC; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change Relating 
to the Options Regulatory Fee

December 8, 2011.
    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 November 28, 2011, The NASDAQ Stock Market LLC (``NASDAQ'' or 
``Exchange'') 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 the Exchange. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to institute a new transaction-based 
``Options Regulatory Fee'' and eliminate registered representative fees 
for NASDAQ members using the NASDAQ Options Market (``NOM''), NASDAQ's 
facility for executing and routing standardized equity and index 
options.
    While fee changes pursuant to this proposal are effective upon 
filing, the Exchange has designated these changes to be operative on 
January 3, 2012.
    The text of the proposed rule change is set forth below. Proposed 
new text is italicized and deleted text is in brackets.

* * * * *

7003. Registration and Processing Fees

    (a) The following fees will be collected and retained by FINRA 
via the Web CRD registration system for the registration of 
associated persons of Nasdaq members that are not also FINRA 
members:
    (1) $85 for each initial Form U4 filed for the registration of a 
representative or principal;
    (2) $95 for the additional processing of each initial or amended 
Form U4 or Form U5 that includes the initial reporting, amendment, 
or certification of one or more disclosure events or proceedings;
    (3) $30 annually for each of the member's registered 
representatives and principals for system processing;
    (4) $13 for processing and posting to the CRD system each set of 
fingerprints submitted by the member, plus a pass-through of any 
other charge imposed by the United States Department of Justice for 
processing each set of fingerprints;
    (5) $13 for processing and posting to the CRD system each set of 
fingerprint results and identifying information that has been 
processed through a self-regulatory organization other than NASD; 
and
    (6) a $75 session fee for each individual who is required to 
complete the Regulatory Element of the Continuing Education 
Requirements pursuant to Nasdaq Rule 1120.
    (b) The following fees will be collected via the Web CRD 
registration system for the registration of associated persons of 
Nasdaq members:*
    (1) $55 for each initial Form U4 filed for the registration of a 
representative or principal.
    (2) $55 for each registration U4 transfer or re-licensing of a 
representative or principal.
    * NOM Participants that do not transact an equities business on 
the NASDAQ Stock Market LLC are not subject to the fees in Rule 
7003(b).
* * * * *

7059. NASDAQ Options Regulatory Fee

    NOM Participants will be assessed an Options Regulatory Fee of 
$0.0015 per contract. *
    * Effective January 2, 2012, the Options Regulatory Fee will be 
assessed by NOM to each NOM Participant for all options transactions 
executed or cleared by NOM Participant that are cleared by The 
Options Clearing Corporation (OCC) in the customer range regardless 
of the exchange on which the transaction occurs. The Options 
Regulatory Fee is collected indirectly from NOM Participants through 
their clearing firms by OCC on behalf of NOM. NOM Participants who 
do not transact an equities business on the NASDAQ Stock Market LLC 
in a calendar year will receive a refund of the fees specified in 
Rule 7003(b) upon written notification to the Exchange along with 
documentation evidencing that no equities business was conducted on 
the NASDAQ Stock Market for that calendar year. The Exchange will 
accept refund requests up until sixty (60) days after the end of the 
calendar year.
* * * * *
    The text of the proposed rule change is available on the Exchange's 
Web site at http://www.nasdaq.cchwallstreet.com, at the principal 
office of the Exchange, 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 Exchange 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. The Exchange 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 proposing to amend Rule 7003 entitled ``Registration and 
Processing Fees'' to eliminate its registered representative fees for 
NOM Participants and also create a new Rule 7059 entitled ``NASDAQ 
Options Regulatory Fee'' to institute a new transaction-based Options 
Regulatory Fee.
    Each Options Participant that registers an options principal and/or 
representative who is conducting business on NOM is assessed a 
registered representative fee (``RR Fee'') based on the action 
associated with the registration. There are annual fees as well as 
initial, transfer and termination fees. RR Fees as well as other 
regulatory fees collected by the Exchange were

[[Page 77884]]

intended to cover only a portion of the cost of the Exchange's 
regulatory programs. Prior to recent rule changes by other options 
exchanges such as the Chicago Board Options Exchange, Incorporated 
(``CBOE''), NASDAQ OMX PHLX, LLC (``Phlx''), the International 
Securities Exchange, LLC (``ISE''), NYSE Arca, Inc. (``NYSEArca'') and 
NYSE AMEX LLC (``NYSEAmex'') and NASDAQ OMX BX, Inc. (``BX''), all 
options exchanges, regardless of size, charged registered 
representative fees.
    The Exchange believes that the current RR Fee is no longer 
equitable given changes among option market participants. The options 
industry has evolved to a structure with many more Internet-based and 
discount brokerage firms. These firms have few registered 
representatives and thus pay very little in RR Fees compared to full 
service brokerage firms that have many registered representatives. 
Further, due to the manner in which RR Fees are charged, it is possible 
for a NOM Participant to restructure its business to avoid paying these 
fees altogether. A firm can avoid RR Fees by terminating its options 
participant status and sending its business to NOM through another 
separate NOM Participant, even an affiliated firm that has many fewer 
registered representatives. If firms terminated their options 
participant status to avoid RR Fees, the Exchange would suffer the loss 
of a source of funding for its regulatory programs. More importantly, 
the regulatory effort the Exchange expends to review the transactions 
of each type of firm is not commensurate with the number of registered 
representatives that each firm employs.
    In order to address the inequity of the current regulatory fee 
structure and to offset more fully the cost of the Exchange's 
regulatory programs pertaining to NOM, the Exchange proposes to 
eliminate the current RR Fee for NOM Participants and adopt an Options 
Regulatory Fee (``ORF'') of $0.0015 per contract. All participants will 
continue to be assessed the RR Fee in Exchange Rule 7003(b),\3\ 
however, NOM Participants that do not transact an equity business on 
the NASDAQ Stock Market during the applicable year, will receive a 
refund of the RR fees collected through CRD, specifically the fees 
specified in Rule 7003(b). The NOM Participant would solely conducted 
an options business would be refunded the RR Fees at the end of the 
first quarter of the following year. For example, a NOM Participant 
that does not transact an equity business on NASDAQ Stock Market during 
the calendar year would be entitled to a refund of its RR Fees.\4\ The 
Exchange would refund these fees upon written notification to the 
Exchange and documentation evidencing that no equity business was 
conducted on the NASDAQ Stock Market for that calendar year. The 
Exchange will accept refund requests up until sixty (60) days after the 
end of the calendar year.
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    \3\ The RR fee would still apply to those NOM Participants that 
also conduct business on the NASDAQ Stock Market equities trading 
platform. See Exchange Rule 7003.
    \4\ This would include the $55 fee for initial Form U4s filed 
for the registration of a representative or principal and the $55 
fee for each registration U4 transfer or re-licensing of a 
representative or principal.
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    The ORF would be assessed by the Exchange to each NOM Participant 
for all options transactions executed or cleared by the NOM Participant 
that are cleared by The Options Clearing Corporation (``OCC'') in the 
customer range, i.e., transactions that clear in the customer account 
of the NOM Participant's clearing firm at OCC, regardless of the 
marketplace of execution. In other words, the Exchange would impose the 
ORF on all options transactions executed by a NOM Participant, even if 
the transactions do not take place on NOM.\5\ The ORF would also be 
charged for transactions that are not executed by a NOM Participants 
but are ultimately cleared by a NOM Participant. In the case where a 
NOM Participant executes a transaction and a NOM Participant clears the 
transaction, the ORF would be assessed to the NOM Participant who 
executed the transaction. In the case where a non-NOM Participant 
executes a transaction and a NOM Participant clears the transaction, 
the ORF would be assessed to the NOM Participant who clears the 
transaction. As noted, the ORF would replace RR Fees, which relate to a 
NOM Participant's options customer business. Further, RR Fees 
constituted the single-largest fee assessed that is related to NOM 
customer trading activity (in that NOM generally does not charge 
customer transaction fees), and the Exchange believes it is appropriate 
to charge the ORF only to transactions that clear as customer at the 
OCC. The Exchange believes that its broad regulatory responsibilities 
with respect to NOM Participants' activities supports applying the ORF 
to transactions cleared but not executed by a NOM Participant. The 
Exchange's regulatory responsibilities are the same regardless of 
whether a NOM Participant executes a transaction or clears a 
transaction executed on its behalf. The Exchange regularly reviews all 
such activities, including performing surveillance for position limit 
violations, manipulation, frontrunning, contrary exercise advice 
violations and insider trading.\6\ These activities span across 
multiple exchanges.
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    \5\ The ORF would apply to all customer orders executed by a NOM 
Participant on NOM. Exchange rules require each NOM Participant to 
submit trade information in order to allow the Exchange to properly 
prioritize and match orders and quotations and report resulting 
transactions to the OCC. See Exchange Rules Chapter V, Section 7. 
The Exchange represents that it has surveillances in place to verify 
that NOM Participants comply with the Rule.
    \6\ The Exchange also participates in The Options Regulatory 
Surveillance Authority (``ORSA'') national market system plan and in 
doing so shares information and coordinates with other exchanges 
designed to detect the unlawful use of undisclosed material 
information in the trading of securities options. ORSA is a national 
market system comprised of several self-regulatory organizations 
whose functions and objectives include the joint development, 
administration, operation and maintenance of systems and facilities 
utilized in the regulation, surveillance, investigation and 
detection of the unlawful use of undisclosed material information in 
the trading of securities options. The Exchange compensates ORSA for 
the Exchange's portion of the cost to perform insider trading 
surveillance on behalf of the Exchange. The ORF will cover the costs 
associated with the Exchange's arrangement with ORSA.
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    The Exchange believes the initial level of the fee is reasonable 
because it relates to the recovery of the costs of supervising and 
regulating NOM Participants. The Exchange believes the amount of the 
ORF is fair and reasonably allocated because it is a closer 
approximation to the Exchange's actual costs in administering its 
regulatory program. The ORF would be collected indirectly from NOM 
Participants through their clearing firms by OCC on behalf of the 
Exchange. The Exchange expects that NOM Participants will pass-through 
the ORF to their customers in the same manner that firms pass-through 
to their customers the fees charged by Self Regulatory Organizations 
(``SROs'') to help the SROs meet their obligations under Section 31 of 
the Exchange Act.
    The ORF is designed to recover a material portion of the costs to 
the Exchange of the supervision and regulation of NOM Participants, 
including performing routine surveillances, investigations, as well as 
policy, rulemaking, interpretive and enforcement activities.\7\ The 
Exchange believes that revenue generated from the ORF, when combined 
with all of the Exchange's other regulatory fees, will cover a material 
portion, but not all, of the Exchange's regulatory costs. At

[[Page 77885]]

present, RR Fees make up the largest part of the Exchange's total 
options regulatory fee revenue, however, the total amount of NOM 
specific regulatory fees collected by the Exchange is significantly 
less than the regulatory costs incurred by NOM on an annual basis. The 
Exchange notes that its regulatory responsibilities with respect to NOM 
Participant compliance with options sales practice rules have been 
allocated to FINRA under a 17d-2 agreement. The ORF is not designed to 
cover the cost of options sales practice regulation.
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    \7\ As stated above, the RR Fees collected by the Exchange were 
originally intended to cover only a portion of the cost of the 
Exchange's regulatory programs.
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    The Exchange would monitor the amount of revenue collected from the 
ORF to ensure that it, in combination with its other NOM regulatory 
fees and fines, does not exceed the Exchange's total regulatory costs. 
The Exchange expects to monitor NOM regulatory costs and revenues at a 
minimum on an annual basis. If the Exchange determines NOM regulatory 
revenues exceed regulatory costs, the Exchange would adjust the ORF by 
submitting a fee change filing to the Commission. The Exchange would 
notify NOM Participants of adjustments to the ORF via a Regulatory 
Information Circular.
    The Exchange believes the proposed ORF is equitably allocated 
because it would be charged to all NOM Participants on all their 
customer options business. This is because of the amount of resources 
required by the Exchange to regulate non-customer trading activity, 
which is significantly less than the amount of resources the Exchange 
must dedicate to regulate customer trading activity. The ORF seeks to 
recover the costs of supervising and regulating members, including 
performing routine surveillances, investigations, examinations, 
financial monitoring, and policy, rulemaking, interpretive, and 
enforcement activities. The Exchange believes the proposed ORF is 
reasonable because it will raise revenue related to the amount of 
customer options business conducted by NOM Participants, and thus the 
amount of Exchange regulatory services those NOM Participants will 
require, instead of how many registered representative a particular NOM 
Participant employs.\8\
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    \8\ The Exchange expects that implementation of the proposed ORF 
will result generally in many traditional brokerage firms paying 
less regulatory fees while Internet and discount brokerage firms 
will pay more.
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    As a fully-electronic exchange without a trading floor, the amount 
of resources required by the Exchange to regulate non-customer trading 
activity is significantly less than the amount of resources the 
Exchange must dedicate to regulate customer trading activity. This is 
because regulating customer trading activity is much more labor 
intensive and requires greater expenditure of human and technical 
resources than regulating non-customer trading activity, which tends to 
be more automated and less labor-intensive. As a result, the costs 
associated with administering the customer component of the Exchange's 
overall regulatory program are materially higher than the costs 
associated with administering the non-customer component (e.g., market 
maker) of its regulatory program.
    The Exchange believes it is reasonable and appropriate for the 
Exchange to charge the ORF for options transactions regardless of the 
exchange on which the transactions occur. The Exchange has a statutory 
obligation to enforce compliance by NOM Participants and their 
associated persons with the Exchange Act and the Rules of the Exchange 
and to surveil for other manipulative conduct by market participants 
(including non-NOM Participants) trading on the Exchange. The Exchange 
cannot effectively surveil for such conduct without looking at and 
evaluating activity across all options markets. Many of the Exchange's 
market surveillance programs require the Exchange to look at and 
evaluate activity across all options markets, such as surveillance for 
position limit violations, manipulation, frontrunning and contrary 
exercise advice violations/expiring exercise declarations.\9\ Also, the 
Exchange and the other options exchanges are required to populate a 
consolidated options audit trail (``COATS'') system in order to surveil 
NOM Participant activities across markets.\10\
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    \9\ The Exchange and other options SROs are parties to a 17d-2 
agreement allocating among the SROs regulatory responsibilities 
relating to compliance by the common members with rules for expiring 
exercise declarations, position limits, OCC trade adjustments, and 
Large Option Position Report reviews. See Securities Exchange Act 
Release No. 63430 (December 3, 2010), 75 FR 76758 (December 9, 
2010).
    \10\ COATS effectively enhances intermarket options surveillance 
by enabling the options exchanges to reconstruct the market promptly 
to effectively surveil certain rules.
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    In addition to its own surveillance programs, the Exchange works 
with other SROs and exchanges on intermarket surveillance related 
issues. Through its participation in the Intermarket Surveillance Group 
(``ISG''),\11\ the Exchange shares information and coordinates 
inquiries and investigations with other exchanges designed to address 
potential intermarket manipulation and trading abuses. The Exchange's 
participation in ISG helps it to satisfy the Exchange Act requirement 
that it have coordinated surveillance with markets on which security 
futures are traded and markets on which any security underlying 
security futures are traded to detect manipulation and insider 
trading.\12\
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    \11\ ISG is an industry organization formed in 1983 to 
coordinate intermarket surveillance among the SROs by cooperatively 
sharing regulatory information pursuant to a written agreement 
between the parties. The goal of the ISG's information sharing is to 
coordinate regulatory efforts to address potential intermarket 
trading abuses and manipulations.
    \12\ See Exchange Act Section 6(h)(3)(I).
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    The Exchange believes that charging the ORF across markets will 
avoid having NOM Participants direct their trades to other markets in 
order to avoid the fee and to thereby avoid paying for their fair share 
of regulation. If the ORF did not apply to activity across markets then 
NOM Participants would send their orders to the least cost, least 
regulated exchange. Other exchanges could impose a similar fee on their 
member's activity, including the activity of those members on NOM. In 
addition to the ORF that is currently in place at other exchanges,\13\ 
the Exchange notes that there is established precedent for an SRO 
charging a fee across markets, namely, FINRA's Trading Activity 
Fee.\14\ While the Exchange does not have all the same regulatory 
responsibilities as FINRA, the Exchange believes that, like the other 
exchanges that assess an ORF, its broad regulatory responsibilities 
with respect to NOM Participants' activities, irrespective of where 
their transactions take place, supports a regulatory fee applicable to 
transactions on other markets. Unlike FINRA's Trading Activity Fee, the 
ORF would apply only to a NOM Participant's customer options 
transactions.
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    \13\ See other options exchanges such as the Chicago Board 
Options Exchange, Incorporated (``CBOE''), NASDAQ OMX PHLX, LLC 
(``Phlx''), the International Securities Exchange, LLC (``ISE''), 
NYSE Arca, Inc. (``NYSEArca'') and NYSE AMEX LLC (``NYSEAmex'') and 
NASDAQ OMX BX, Inc. (``BX''), all options exchanges, regardless of 
size, charged registered representative fees.
    \14\ See Securities Exchange Act Release No. 47946 (May 30, 
2003), 68 FR 3402 (June 6, 2003).
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    While fee changes pursuant to this proposal are effective upon 
filing, the Exchange has designated these changes to be operative on 
January 3, 2012.
2. Statutory Basis
    NASDAQ believes that the proposed rule changes are consistent with 
the provisions of Section 6 of the Act,\15\ in general, and with 
Section 6(b)(4) of the Act,\16\ in particular, in that it provides for 
the equitable allocation of reasonable dues, fees and other charges 
among

[[Page 77886]]

members and issuers and other persons using any facility or system 
which NASDAQ operates or controls.
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    \15\ 15 U.S.C. 78f.
    \16\ 15 U.S.C. 78f(b)(4).
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    In particular, the Exchange believes the ORF is objectively 
allocated to NOM Participants because it would be charged to all NOM 
Participants on all their transactions that clear as customer at the 
OCC. RR Fees constituted the single-largest fee assessed that is 
related to NOM customer trading activity (in that NOM generally does 
not charge customer transaction fees), and the Exchange believes it is 
appropriate to charge the ORF only to transactions that clear as 
customer at the OCC. In addition, the Exchange is assessing higher fees 
to those Participants that require more Exchange regulatory services 
based on the amount of customer options business they conduct. As a 
fully-electronic exchange without a trading floor, the amount of 
resources required by the Exchange to regulate non-customer trading 
activity is significantly less than the amount of resources the 
Exchange must dedicate to regulate customer trading activity. This is 
because regulating customer trading activity is much more labor 
intensive and requires greater expenditure of human and technical 
resources than regulating non-customer trading activity, which tends to 
be more automated and less labor-intensive.
    Moreover, the Exchange believes the ORF ensures fairness by 
assessing higher fees to those NOM Participants that require more 
Exchange regulatory services based on the amount of customer options 
business they conduct. The ORF seeks to recover the costs of 
supervising and regulating Participants including performing routine 
surveillances, investigations, examinations, financial monitoring, and 
policy, rulemaking, interpretive, and enforcement activities. The 
Exchange's regulatory responsibilities are the same regardless of 
whether a NOM Participant executes a transaction or clears a 
transaction executed on its behalf. The Exchange believes that this 
proposal is reasonable, equitable and not unfairly [sic] for the 
foregoing reasons and also because this proposal would remove the 
inequity of the current regulatory fee structure \17\ and offset more 
fully the cost of the Exchange's regulatory programs.
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    \17\ As discussed herein, the options industry has evolved to a 
structure with many more Internet-based and discount brokerage 
firms. These firms have few registered representatives and thus pay 
very little in RR Fees compared to full service brokerage firms that 
have many registered representatives. Further, due to the manner in 
which RR Fees are charged, it is possible for a NOM Participant to 
restructure its business to avoid paying these fees altogether. A 
firm can avoid RR Fees by terminating its options participant status 
and sending its business to NOM through another separate NOM 
Participant, even an affiliated firm that has many fewer registered 
representatives.
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    The Commission has addressed the funding of an SRO's regulatory 
operations in the Concept Release Concerning Self-Regulation \18\ and 
the release on the Fair Administration and Governance of Self-
Regulatory Organizations.\19\ In the Concept Release, the Commission 
states that: ``Given the inherent tension between an SRO's role as a 
business and a regulator, there undoubtedly is a temptation for an SRO 
to fund the business side of its operations at the expense of 
regulation.'' \20\ In order to address this potential conflict, the 
Commission proposed in the Governance Release rules that would require 
an SRO to direct monies collected from regulatory fees, fines, or 
penalties exclusively to fund the regulatory operations and other 
programs of the SRO related to its regulatory responsibilities.\21\ The 
Exchange has designed the ORF to generate revenues that would recover a 
material portion of NOM's regulatory costs, which is consistent with 
the Commission's view that regulatory fees be used for regulatory 
purposes and not to support the Exchange's business side.
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    \18\ See Securities Exchange Act Release No. 50700 (November 18, 
2004), 69 FR 71256 (December 8, 2004) (``Concept Release'').
    \19\ See Securities Exchange Act Release No. 50700 (November 18, 
2004), 69 FR 71256 (December 8, 2004) (``Concept Release''). [sic]
    \20\ Concept Release at 71268.
    \21\ Governance Release at 71142.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were either solicited or 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 \22\ and paragraph (f)(2) of Rule 19b-4 \23\ 
thereunder. 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.
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    \22\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \23\ 17 CFR 240.19b-4(f)(2).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NASDAQ-2011-163 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-2011-163. 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 
a.m. and 3 p.m. Copies of such 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 publicly available. All 
submissions should refer to File Number SR-NASDAQ-2011-163 and should 
be submitted on or before January 4, 2012.


[[Page 77887]]


    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\24\
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    \24\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2011-31999 Filed 12-13-11; 8:45 am]
BILLING CODE 8011-01-P