[Federal Register Volume 79, Number 95 (Friday, May 16, 2014)]
[Notices]
[Pages 28571-28575]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-11292]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-72151; File No. SR-NASDAQ-2014-048]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Consolidate Certain Committee Functions Into the NASDAQ Review Council

May 12, 2014.
    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 April 30, 2014 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.
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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 the 
Substance of the Proposed Rule Change

    NASDAQ proposes a rule change to consolidate responsibilities of 
certain committees of the Board of Directors and to make related 
changes to the Exchange By-Laws and Rules.

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

    In its filing with the Commission, NASDAQ included statements 
concerning the purpose of, and basis for, the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of 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 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange is proposing to expand the regulatory responsibilities 
of the NASDAQ Review Council (the ``Review Council''), a committee of 
the Exchange Board of Directors (the ``Board'') not composed solely of 
Directors, to include responsibilities of other Board committees not 
composed solely of Directors and consequently sunset those committees. 
The Exchange's committee structure and related Exchange By-Laws are 
largely based on those of NASD (now known as FINRA) and were adopted 
pursuant to the Exchange's approval as a national securities 
exchange.\3\ The Exchange is proposing to make its committee structure 
more efficient and effective by vesting the Review Council, which is a 
committee of the Board with both adjudicatory and policy 
responsibilities, with the adjudicatory responsibilities of the Market 
Operations Review Committee (``MORC'') and with the advisory role of 
the Market Regulation Committee.
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    \3\ Securities Exchange Act Release No. 53128 (January 13, 
2006), 71 FR 3550 (January 23, 2006).
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Review Council
    The Review Council is a Board committee charged with considering 
and making recommendations to the Board on policy and rule changes 
relating to business and sales practices of members and associated 
persons and enforcement policies, including policies with respect to 
fines and other sanctions. The Review Council is also an adjudicatory 
body, responsible for the review of appeals of disciplinary 
proceedings, statutory disqualification proceedings, or membership 
proceedings.\4\ In addition, the Review Council may review offers of 
settlement, letters of acceptance, waiver and consent, and minor rule 
violation plan letters, exercises of exemptive authority, and such 
proceedings or actions as may be authorized by the Exchange's rules. 
The Review Council is comprised of no fewer than eight and no more than 
twelve members, whereby at least twenty percent of the members must be 
nominated by the Board's Member Nominating Committee.\5\ Moreover, the 
Review Council must have at least three Public members,\6\ as defined 
in the By-Laws, and the number of Non-Industry members \7\ shall equal 
or exceed the sum

[[Page 28572]]

of the number of Industry members \8\ and Member Representative 
members.\9\ The By-Laws provide that a quorum for the transaction of 
business consists of a majority of the Review Council, including not 
less than 50 percent of the Non-Industry members of the Review Council 
and at least one Member Representative member.
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    \4\ Decisions issued by the Review Council may be reviewed by 
the Board. See, e.g., Rule 9351. If the Board does not call the 
proceeding for review, the proposed written decision of the Review 
Council shall constitute the final disciplinary action of NASDAQ for 
purposes of Exchange Act Rule 19d-1(c)(1), unless the Review Council 
remands the proceeding. See, e.g., Rule 9349(c).
    \5\ Pursuant to the By-Laws, the Board's Member Nominating 
Committee is responsible for the nomination of candidates for each 
Member Representative Director position on the Board that is to be 
elected by Nasdaq Members or the Company Member under the terms of 
the LLC Agreement and the By-Laws, and shall nominate candidates for 
appointment by the Board for each vacant or new position on the 
Nasdaq Listing and Hearing Review Council, the Nasdaq Review 
Council, or other committee that is to be filled with a Member 
Representative member under the terms of the By-Laws. See Exchange 
By-Law, Article III (6)(b). Further provided by the By-Laws, the 
Member Nominating Committee shall consist of no fewer than three and 
no more than six members, and all members of the Member Nominating 
Committee shall be a current associated person of a current Nasdaq 
Member. See Exchange By-Law, Article III (6)(b)(iii).
    \6\ ``Public member'' means a Nasdaq Listing and Hearing Review 
Council member, Nasdaq Review Council member, or member of any other 
committee appointed by the Board who has no material business 
relationship with a broker or dealer, the Company or its affiliates, 
or FINRA. See Exchange By-Law, Article I (z).
    \7\ ``Non-Industry member'' means a Nasdaq Listing and Hearing 
Review Council member, Nasdaq Review Council member, or member of 
any other committee appointed by the Board who is (i) a Public 
member; (ii) an officer or employee of an issuer of securities 
listed on the national securities exchange operated by the Company; 
or (iii) any other individual who would not be an Industry member. 
See Exchange By-Law, Article I (w).
    \8\ ``Industry member'' means a Nasdaq Listing and Hearing 
Review Council member, Nasdaq Review Council member, or member of 
any other committee appointed by the Board who (i) is or has served 
in the prior three years as an officer, director, or employee of a 
broker or dealer, excluding an outside director or a director not 
engaged in the day-to-day management of a broker or dealer; (ii) is 
an officer, director (excluding an outside director), or employee of 
an entity that owns more than ten percent of the equity of a broker 
or dealer, and the broker or dealer accounts for more than five 
percent of the gross revenues received by the consolidated entity; 
(iii) owns more than five percent of the equity securities of any 
broker or dealer, whose investments in brokers or dealers exceed ten 
percent of his or her net worth, or whose ownership interest 
otherwise permits him or her to be engaged in the day-to-day 
management of a broker or dealer; (iv) provides professional 
services to brokers or dealers, and such services constitute 20 
percent or more of the professional revenues received by the 
committee member or 20 percent or more of the gross revenues 
received by the committee member's firm or partnership; (v) provides 
professional services to a director, officer, or employee of a 
broker, dealer, or corporation that owns 50 percent or more of the 
voting stock of a broker or dealer, and such services relate to the 
director's, officer's, or employee's professional capacity and 
constitute 20 percent or more of the professional revenues received 
by the committee member or 20 percent or more of the gross revenues 
received by the committee member's firm or partnership; or (vi) has 
a consulting or employment relationship with or provides 
professional services to the Company or any affiliate thereof or to 
FINRA (or any predecessor) or has had any such relationship or 
provided any such services at any time within the prior three years. 
See Exchange By-Law, Article I (m).
    \9\ ``Member Representative member'' means a Nasdaq Listing and 
Hearing Review Council member, Nasdaq Review Council member, or 
member of any other committee appointed by the Board who has been 
elected or appointed after having been nominated by the Member 
Nominating Committee pursuant to these By-Laws. See Exchange By-Law, 
Article I (r).
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Market Operations Review Committee
    The MORC is responsible for considering Exchange member appeals of 
determinations made pursuant to Exchange Rules 4612, 4619, 4620, 11890, 
and Exchange Options Rules Chapter V Section 6. Decisions of the MORC 
in these matters are not appealable, however, determinations of the 
MORC with respect to Rule 11890 may be arbitrated.\10\ The By-Laws 
require that the MORC be comprised of a number of Member Representative 
members that is equal to at least 20 percent of the total number of 
members of the MORC. Moreover, the By-Laws require that no more than 50 
percent of the members of the MORC be engaged in market making activity 
or employed by a NASDAQ member firm whose revenues from market making 
exceed 10 percent of its total revenues. The By-Laws do not provide a 
description of what is a quorum for purposes of holding a meeting of 
the MORC, however, the committee has adopted a three member quorum 
requirement.\11\
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    \10\ See Rule 11890(c)(3). Unlike disciplinary proceedings under 
the Rule 9000 Series, speedy resolution of matters under the MORC's 
jurisdiction is important to ensuring fair and equitable treatment 
of market makers, and, with regard to clearly erroneous 
determinations, benefits market participants and helps ensure the 
accuracy of transactional information disseminated to investors.
    \11\ Rule 11890(c)(2) expressly requires a panel to consist of 
three or more members of the MORC, provided that no more than 50 
percent of the members of any panel are directly engaged in market 
making activity or employed by a member firm whose revenues from 
market making activity exceed ten percent of its total revenues. The 
rule also states that in no case shall a MORC Panel include a person 
affiliated with a party to the trade in question.
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Market Regulation Committee
    The Market Regulation Committee (the ``Regulation Committee'') is a 
committee of the Board, which is responsible for providing advice and 
guidance to the Board on regulatory proposals and industry initiatives 
relating to quotations, execution, trade reporting, and trading 
practices; advising the Board in its administration of programs and 
systems for the surveillance and enforcement of rules governing 
Exchange Members' conduct and trading activities in the Exchange; 
providing a pool of attorney panelists for hearing panels under the 
Exchange rules; participating in the training of hearing panelists on 
issues relating to quotations, executions, trade reporting, and trading 
practices; and reviewing and recommending to the Review Council changes 
to the Exchange's guidelines for sanctions to be imposed on members for 
violations of Exchange rules. The Regulation Committee must have at 
least 50 percent Non-Industry committee members and must include a 
broad representation of participants in the Exchange, including 
investors, market makers, integrated retail firms and order entry 
firms. The By-Laws provide that a quorum for the transaction of 
business consists of a majority of the Regulation Committee, including 
not less than 50 percent of the Non-Industry committee members. The 
requirement that not less than 50 percent of Non-Industry members be 
present will be waived if at least 50 percent of the Non-Industry 
members are present at or have filed a waiver of attendance for a 
meeting after receiving an agenda prior to such meeting.
The New Review Council
    The Exchange is proposing to expand the responsibilities of the 
Review Council by merging the adjudicatory role of the MORC and the 
advisory role of the Regulation Committee, both as described above, 
into the Review Council. The Exchange is proposing to amend the By-Laws 
and Exchange Rules by eliminating references to the Regulation 
Committee and MORC, and adding the description of these roles to the 
Review Council's responsibilities under the By-Laws and Exchange Rules. 
The Exchange is also proposing to define a new type of Panelist under 
the rules, which will replace the Regulation Committee Panelist. The 
new ``Special Panelist'' will take on the role provided currently by 
Regulation Committee Panelists, which is discussed in more detail 
below. All of these changes taken together will ensure each function of 
the MORC and Regulation Committee will continue, unaltered.
    The current composition requirements of the Review Council are as 
prescriptive, if not more so, than the composition requirements of the 
MORC and Regulation Committee. As noted above, the Review Council must 
have between eight and twelve members, whereas the MORC and Regulation 
Committee have no such minimum and maximum composition requirements. In 
practice, both the MORC and Regulation Committee have fewer members 
than eight members each. In addition, the Review Council must have at 
least twenty percent of its members nominated by the Member Nominating 
Committee. The MORC has an identical requirement, but the Regulation 
Committee does not. The Review Council is also required to have at 
least three Public Members, which helps ensure that there is 
representation on the Review Council by individuals with no material 
relationship with a broker or dealer, the Exchange, its affiliates, or 
FINRA, whereas neither the MORC nor the Regulation Committee has such a 
representation requirement. Similarly, the Review Council is required 
to have a number of Non-Industry Members that is greater than or equal 
to the total number of Industry and Member Nominating Committee 
Members, which is another means of ensuring independent members of the 
Review Council. The Regulation Committee has a similar requirement that 
Non-Industry Members must be greater than or equal to at least 50 
percent of the total number of members, however, the MORC has no such 
requirement.
    Under the Exchange's By-Laws, the MORC has a unique composition

[[Page 28573]]

requirement that limits its membership to no more than 50 percent of 
members that are engaged in market making activity or employed by a 
NASDAQ member firm whose revenues from market making exceed 10 percent 
of its total revenues. This requirement ensures that the composition of 
the MORC is never overrepresented by market making members. The 
Exchange is proposing to adopt this requirement for the new Review 
Council under the By-Laws.
    The By-Laws limit the members of the Review Council to a maximum of 
two consecutive three-year terms. The By-Laws further require that 
membership of the Review Council is divided into three classes of 
members, whose terms expire in different years, thus ensuring that the 
Review Council is not completely reconstituted in any given year. 
Neither the MORC nor the Regulation Committee has such requirements. 
Last, although the By-Laws are silent on what constitutes a quorum for 
the conduct of business of the MORC, the committee has adopted a three 
member quorum requirement. Accordingly, NASDAQ is proposing to adopt a 
three Review Council member quorum requirement, solely applicable to 
the conduct of business formerly within the scope of the MORC.
    In terms of the functions of the MORC, the Review Council will now 
be responsible for determinations pursuant to Exchange Rules 4612, 
4619, 4620, 11890, and Exchange Options Rules Chapter V Section 6.\12\ 
As noted above, the current Review Council is an adjudicatory body 
charged with the review of disciplinary, statutory disqualification and 
membership proceedings. In this regard, members of the Review Council 
are called upon to preside over matters, apply Exchange rules and 
render decisions that represent disposition of the matter for the 
parties. As such, it is well-positioned to take on the additional 
adjudicatory responsibilities of the MORC, which likewise requires its 
members to preside over matters, apply Exchange rules and render 
decisions. Moreover, the Exchange believes that given the diverse 
composition of the Review Council, which includes both Member 
Representative Members, and Industry and Non-Industry members, it has 
an adequately broad representation of Exchange constituents and 
independent members that are well suited to make determinations 
concerning the rules within the current jurisdiction of the MORC. In 
this regard, the Exchange notes that the Review Council is currently 
constituted with members who are compliance officers at member firms, 
associated persons of member firms, academics, and attorneys. The MORC 
is constituted with a similar mix of members.\13\
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    \12\ Unlike decisions of the Review Council issued pursuant to 
proceedings concerning disciplinary, statutory disqualification and 
membership proceedings, decisions made by the new Review Council 
with regard to Exchange Rules 4612, 4619, 4620, 11890, and Exchange 
Options Rules Chapter V Section 6 are not eligible for Board review 
or appeal to the SEC, but rather will represent the final resolution 
of such matters.
    \13\ In fact, one individual serves on both the Review Council 
and MORC.
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    In terms of the policy role of the Regulation Committee, under the 
proposed changes, the Board will continue to be able to solicit advice 
and guidance on regulatory proposals and industry initiatives relating 
to quotations, execution, trade reporting, and trading practices from 
the Review Council, when the Board determines to do so, much as it can 
under the current By-Law provisions on policies concerning member sales 
practices, enforcement policies, fines and sanctions.
    The Exchange notes that it is only transferring the advisory role 
of the Market Regulation Committee to the Review Council. The Exchange 
is not proposing to draw upon the Review Council as a source of 
attorney panelists for hearing panels or the training thereof on issues 
relating to quotations, executions, trade reporting, and trading 
practices. Rather, the Exchange is proposing to delete the definition 
of Market Regulation Committee under Rule 9120(u) and adopt a new 
definition of a ``Special Panelist'' thereunder. A Special Panelist 
will take the role of the Market Regulation Committee panelists in 
NASDAQ's rules and will be drawn from FINRA's pool of Hearing Panelists 
provided by their Market Regulation Committee and from other sources 
the Board deems appropriate given the responsibilities of such Hearing 
Panelists. All Special Panelists must be approved by the Board, at 
least annually.
Changes to Rule 9231(b)
    The Exchange is proposing minor technical changes to Rule 9231(b), 
which concerns the composition of Hearing Panels. NASDAQ is eliminating 
references to NASD and replacing them with the correct acronym for the 
Financial Industry Regulatory Authority, FINRA. When NASDAQ originally 
adopted the rule, FINRA was still the NASD and NASDAQ did not amend 
Rule 9231(b) to reflect the name change. NASDAQ is replacing references 
to the Market Regulation Committee in Rule 9231(b)(2) with references 
to Special Panelists, as described above.
    NASDAQ is also adding an additional category of person eligible to 
be a Panelist on a Hearing Panel. NASDAQ may currently draw upon a 
person who: Previously served on the Review Council; previously served 
on a disciplinary subcommittee of the Review Council, including a 
Subcommittee, an Extended Proceeding Committee, or their predecessor 
subcommittees; previously served as a Director, but does not serve 
currently in that position; or served on the FINRA National 
Adjudicatory Council or on a disciplinary subcommittee of the FINRA 
National Adjudicatory Council prior to the date that NASDAQ commenced 
operating as a national securities exchange.\14\ NASDAQ is proposing to 
include a FINRA Panelist as a person authorized to be a Panelist in a 
NASDAQ proceeding, if the Panelist is approved by the Board at least 
annually.
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    \14\ See Rule 9231(b).
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    The Exchange notes that FINRA's rule concerning the selection 
criteria for its Panelists is substantially similar to that of the 
Exchange. Specifically, FINRA Rule 9231(b)(1) provides that a Panelist 
be a person who: Currently serves or previously served on a District 
Committee; previously served on the National Adjudicatory Council; 
previously served on a disciplinary subcommittee of the National 
Adjudicatory Council or the National Business Conduct Committee, 
including a Subcommittee, an Extended Proceeding Committee, or their 
predecessor subcommittees; or, previously served as a Director or a 
Governor, but does not serve currently in any of these positions. 
NASDAQ believes that drawing from FINRA's pool of Panelists will 
provide the Exchange with individuals that have adequate experience and 
expertise to be NASDAQ Panelists, and will provide a larger pool from 
which to draw Panelists. NASDAQ notes that, by requiring the Board to 
approve a FINRA Panelist as a precondition to that Panelist 
participating in a NASDAQ matter, NASDAQ is ensuring that the Panelists 
that review NASDAQ matters are adequately qualified to adjudicate such 
matters.
Other Technical Changes
    Lastly, NASDAQ is making two minor technical corrections to its 
rules. NASDAQ is deleting an extraneous ``and'' from the definition of 
``Hearing Officer'' under Rule 9120(r). NASDAQ

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is also adding the word ``to'' to Rule 11890(c)(1), which was 
erroneously omitted.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act \15\ in general, and furthers the objectives of Section 
6(b)(5) of the Act \16\ in particular, in that it is designed to 
promote just and equitable principles of trade, to remove impediments 
to and perfect the mechanism of a free and open market and a national 
market system, and, in general to protect investors and the public 
interest, and is not designed to permit unfair discrimination between 
customers, issuers, brokers or dealers. The Exchange also believes that 
the proposed rule is consistent with Section 6(b)(6) of the Act,\17\ 
which requires the rules of an exchange provide that its members be 
appropriately disciplined for violations of the Act as well as the 
rules and regulations thereunder, or the rules of the Exchange, by 
expulsion, suspension, limitation of activities, functions, and 
operations, fine, censure, being suspended or barred from being 
associated with a member, or any other fitting sanction.
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    \15\ 15 U.S.C. 78f(b).
    \16\ 15 U.S.C. 78f(b)(5).
    \17\ 15 U.S.C. 78f(b)(6).
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    The Exchange believes that the proposed changes are consistent with 
these requirements because they bring efficiency to the committee 
process, by vesting a single Board committee with responsibilities 
currently spread across multiple committees, while ensuring that such 
responsibilities are performed to a high regulatory standard. In this 
regard, the new Review Council is, by every measure, a more diverse 
body than the committees that it replaces. The broad membership of the 
new Review Council will ensure that decisions made with respect to the 
MORC's former responsibilities are made fairly. In this regard, the 
Exchange notes that the Review Council will adopt the MORC requirement 
that not more than 50 percent of the committee's members be engaged in 
market making activity or employed by a NASDAQ member firm whose 
revenues from market making exceed 10 percent of its total revenues.
    As discussed above, the By-Laws limit Review Council members to a 
maximum of two consecutive three-year terms, unlike the MORC and 
Regulation Committee. This requirement ensures that there is a 
consistent influx of new members to the Review Council. The By-Laws 
further require that membership of the Review Council is divided into 
three classes of members, whose terms expire in different years, thus 
ensuring that the Review Council is not completely reconstituted in any 
given year. The Exchange notes that the expansion of the Review 
Council's responsibilities is an extension of the functions that it 
already performs. As discussed above, the Review Council is currently 
an adjudicatory body under NASDAQ's rules, as well as an advisory 
committee to the Board. Accordingly, the Exchange believes that the 
proposed changes will serve to protect the public interest and promote 
appropriate discipline of members for violations of securities laws and 
rules of the Exchange.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange 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. 
Specifically, the Exchange believes that this change will bring 
efficiency and consistency in application of the investigative and 
adjudicatory processes by consolidating Board committee functions. 
Consequently, the changes will not impact competition among brokers or 
dealers, nor will they impact competition among the Exchange and its 
peers.

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

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A)(ii) of the Act \18\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\19\
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    \18\ 15 U.S.C. 78s(b)(3)(a)(ii) [sic].
    \19\ 17 CFR 240.19b-4(f)(6).
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    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.

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-2014-048 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-NASDAQ-2014-048. 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 such filing also will be 
available for inspection and copying at the principal offices 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-2014-048, and

[[Page 28575]]

should be submitted on or before June 6, 2014.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\20\
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    \20\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-11292 Filed 5-15-14; 8:45 am]
BILLING CODE 8011-01-P