[Federal Register Volume 77, Number 27 (Thursday, February 9, 2012)]
[Notices]
[Pages 6833-6850]
[FR Doc No: 2012-2994]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-66320; File No. SR-NASDAQ-2012-013]

 Self-Regulatory Organizations; The NASDAQ Stock Market LLC;
Notice of Filing of Proposed Rule Change Relating to the Adoption of
Listing Standards for Certain Securities

February 3, 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 January 20, 2012, The NASDAQ Stock Market LLC (``NASDAQ'' or
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission'') the proposed rule change as described in
Items I and II 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 adopt rules applicable to the
qualification, listing, trading, and delisting of certain securities on
NASDAQ (``Listing Rules''). Specifically, NASDAQ proposes to adopt
Listing Rules applicable to the following securities: Equity Index-
Linked Securities, Commodity-Linked Securities,\3\ Fixed Income Index-
Linked Securities, Futures-Linked Securities, Multifactor Index-Linked
Securities; Index-Linked Exchangeable Notes; Equity Gold Shares; Trust
Certificates; Commodity-Based Trust Shares; Currency Trust Shares;
Commodity Index Trust Shares; Commodity Futures Trust Shares;
Partnership Units; Trust Units; Managed

Trust Securities; and Currency Warrants.
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    \3\ NASDAQ Rules 5710(g) and (h) currently include initial
listing standards applicable to Equity Index-Linked Securities and
Commodity-Linked Securities. NASDAQ proposes to re-number the
existing rule text in Rules 5710(g) and (h), and to adopt continuing
listing standards applicable to Equity Index-Linked Securities and
Commodity-Linked Securities, in proposed Rules 5710(k)(i) and (ii).
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    The proposal would adopt listing standards based on the relevant
listing standards of the NYSE Arca, Inc. (``NYSEArca'') Equities Rules,
as set forth below. 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
    The purpose of this proposed rule change is to adopt listing
standards for each of the products specified above. The Section 5000
series of the NASDAQ rules govern the qualification, listing and
delisting of securities on the NASDAQ Stock Market. Section 5000 also
sets forth, among other things, definitions,\4\ NASDAQ's regulatory
authority to list and maintain securities,\5\ general procedures and
prerequisites for initial and continued listing on the NASDAQ Stock
Market,\6\ and, most significantly to the instant proposed rule change,
``Other Securities,'' \7\ which govern, without limitation, listing and
qualification rules applicable to Exchange Traded Funds, Portfolio
Depository Receipts and Index Fund Shares. The proposed amendments to
Rule 5710, Securities Linked to the Performance of Indexes and
Commodities (Including Currencies), would add continuing listing
standards for Equity Index-Linked Securities and Commodity-Linked
Securities, and initial and continuing listing standards for fixed
income index-linked securities (``Fixed Income Index-Linked
Securities''), futures-linked securities (``Futures-Linked
Securities'') and multifactor index-linked securities (``Multifactor
Index-Linked Securities'' and, together with Equity Index-Linked
Securities, Commodity-Linked Securities, Fixed Income Index-Linked
Securities and Futures-Linked Securities, ``Linked Securities'') to the
rule.
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    \4\ See Section 5005 of the NASDAQ Rules.
    \5\ See Section 5100 of the NASDAQ Rules.
    \6\ See Section 5200 of the NASDAQ Rules.
    \7\ See Section 5700 of the NASDAQ Rules.
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    Proposed new Rule 5711, Trading of Certain Derivative Securities,
would include listing standards for Index-Linked Exchangeable Notes,
Equity Gold Shares, Trust Certificates, Commodity-Based Trust Shares,
Currency Trust Shares, Commodity Index Trust Shares, Commodity Futures
Trust Shares, Partnership Units, Trust Units, Managed Trust Securities,
and Currency Warrants.
    The instant proposed rule change is intended to define the specific
products (see above) that NASDAQ intends to list and trade, and the
listing and qualification requirements for each such product.
Introductory Paragraphs to Rule 5710
    The proposed amendments to Rule 5710 would state that NASDAQ will
consider for listing and trading the Linked Securities set forth in the
introductory paragraphs of the rule. These paragraphs describe the
basis for the payment at maturity of the various securities, which is
the performance of ``Reference Assets,'' as defined below.
    Specifically:
     Equity Index-Linked Securities are securities that provide
for the payment at maturity of a cash amount based on the performance
of an underlying equity index or indexes (``Equity Reference Asset'').
     The payment at maturity with respect to Commodity-Linked
Securities is based on one or more physical Commodities or Commodity
futures, options or other Commodity derivatives, Commodity-Related
Securities, or a basket or index of any of the foregoing (``Commodity
Reference Asset''). The terms ``Commodity'' and ``Commodity-Related
Security'' are defined in Rule 4630.
     The payment at maturity with respect to Fixed Income
Index-Linked Securities is based on the performance of one or more
indexes or portfolios of notes, bonds, debentures or evidence of
indebtedness that include, but are not limited to, U.S. Department of
the Treasury securities (``Treasury Securities''), government-sponsored
entity securities (``GSE Securities''), municipal securities, trust
preferred securities, supranational debt and debt of a foreign country
or a subdivision thereof or a basket or index of any of the foregoing
(``Fixed Income Reference Asset'').
     The payment at maturity with respect to Futures-Linked
Securities is based on the performance of an index of (a) futures on
Treasury Securities, GSE Securities, supranational debt and debt of a
foreign country or a subdivision thereof, or options or other
derivatives on any of the foregoing; or (b) interest rate futures or
options or derivatives on the foregoing in this subparagraph (b); or
(c) CBOE Volatility Index (VIX) Futures (``Futures Reference Asset'').
     The payment at maturity with respect to Multifactor Index-
Linked Securities is based on the performance of any combination of two
or more Equity Reference Assets, Commodity Reference Assets, Fixed
Income Reference Assets or Futures Reference Assets (``Multifactor
Reference Asset,'' and together with Equity Reference Assets, Commodity
Reference Assets, Fixed Income Reference Assets and Futures Reference
Assets, ``Reference Assets''). A Multifactor Reference Asset may
include as a component a notional investment in cash or a cash
equivalent based on a widely accepted overnight loan interest rate,
LIBOR, Prime Rate, or an implied interest rate based on observed market
spot and foreign currency forward rates.
    Linked Securities may or may not provide for the repayment of the
original principal investment amount. NASDAQ may submit a rule filing
pursuant to Section 19(b)(2) of the Act to permit the listing and
trading of Linked Securities that do not otherwise meet the standards
set forth in Rule 5710.
Technical Changes to Rule 5710
    NASDAQ is not proposing any amendments to Rules 5710(a)-(f), and
such provisions would apply to all Linked Securities.\8\ Additionally,

NASDAQ proposes to re-number the current text of Rule 5710 by deleting
current Rules 5710(g) and (h) and moving the text of these two sections
into proposed Rules 5710 (k)(i) and (ii).\9\ In addition, NASDAQ is
proposing to re-number the remaining existing sections of Rule 5710,
and to amend references and defined terms in such sections such that
they would apply to all Linked Securities.
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    \8\ Current Rules 5710(a)-(f) state:
    (a) Both the issue and the issuer of such security meet the
criteria for other securities set forth in Rule 5730(a), except that
if the security is traded in $1,000 denominations or is redeemable
at the option of holders thereof on at least a weekly basis, then no
minimum number of holders and no minimum public distribution of
trading units shall be required.
    (b) The issue has a term of not less than one (1) year and not
greater than thirty (30) years.
    (c) The issue must be the non-convertible debt of the Company.
    (d) The payment at maturity may or may not provide for a
multiple of the direct or inverse performance of an underlying
index, indexes or Reference Asset; however, in no event will a loss
(negative payment) at maturity be accelerated by a multiple that
exceeds twice the performance of an underlying index, indexes or
Reference Asset.
    (e) The Company will be expected to have a minimum tangible net
worth in excess of $250,000,000 and to exceed by at least 20% the
earnings requirements set forth in Rule 5405(b)(1)(A). In the
alternative, the Company will be expected: (i) To have a minimum
tangible net worth of $150,000,000 and to exceed by at least 20% the
earnings requirement set forth in Rule 5405(b)(1)(A), and (ii) not
to have issued securities where the original issue price of all the
Company's other index-linked note offerings (combined with index-
linked note offerings of the Company's affiliates) listed on a
national securities exchange exceeds 25% of the Company's net worth.
    (f) The Company is in compliance with Rule 10A-3 under the Act.
    \9\ See supra note 3.
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Linked Securities
    Proposed Rule 5710(k) would adopt listing standards for the various
Linked Securities.
Equity Index-Linked Securities
Initial Listing Criteria
    Proposed Rule 5710(k)(i)(A) would set forth the initial listing
criteria for Equity Index-Linked Securities found in current Rule
5710(g), which would be deleted and replaced in proposed Rule
5710(k)(i)(A). Specifically:
    In the case of an Equity Index-Linked Security, each underlying
index is required to have at least ten (10) component securities. In
addition, the index or indexes to which the security is linked shall
either: (1) Have been reviewed and approved for the trading of options
or other derivatives by the Commission under Section 19(b)(2) of the
Act and rules thereunder, and the conditions set forth in the
Commission's approval order, including comprehensive surveillance
sharing agreements for non-U.S. stocks, continue to be satisfied, or
(2) the index or indexes meet the following criteria:
     Each component security has a minimum market value of at
least $75 million, except that for each of the lowest weighted
component securities in the index that in the aggregate account for no
more than 10% of the weight of the index, the market value can be at
least $50 million;
     Each component security shall have trading volume in each
of the last six months of not less than 1,000,000 shares, except that
for each of the lowest weighted component securities in the index that
in the aggregate account for no more than 10% of the weight of the
index, the trading volume shall be at least 500,000 shares in each of
the last six months;
     Indexes based upon the equal-dollar or modified equal-
dollar weighting method will be rebalanced at least semiannually;
     In the case of a capitalization-weighted or modified
capitalization-weighted index, the lesser of the five highest weighted
component securities in the index or the highest weighted component
securities in the index that in the aggregate represent at least 30% of
the total number of component securities in the index, each have an
average monthly trading volume of at least 2,000,000 shares over the
previous six months;
     No underlying component security will represent more than
25% of the weight of the index, and the five highest weighted component
securities in the index do not in the aggregate account for more than
50% of the weight of the index (60% for an index consisting of fewer
than 25 component securities);
     90% of the index's numerical value and at least 80% of the
total number of component securities will meet the then current
criteria for standardized option trading on a national securities
exchange or a national securities association, provided, however, that
an index will not be subject to this requirement if (a) no underlying
component security represents more than 10% of the dollar weight of the
index and (b) the index has a minimum of 20 components; and
     All component securities shall be either (A) securities
(other than securities of a foreign issuer and American Depository
Receipts (``ADRs'')) that are (i) issued by a 1934 Act reporting
company or by an investment company registered under the Investment
Company Act of 1940 that, in each case, has securities listed on a
national securities exchange and (ii) an ``NMS stock'' (as defined in
Rule 600 of Regulation NMS under the Act), or (B) securities of a
foreign issuer or ADRs, provided that securities of a foreign issuer
(including when they underlie ADRs) whose primary trading market
outside the United States is not a member of the Intermarket
Surveillance Group (``ISG'') or a party to a comprehensive surveillance
sharing agreement with NASDAQ will not in the aggregate represent more
than 20% of the dollar weight of the index.
Continued Listing Criteria
    Rule 5710(k)(i)(B) would adopt continued listing criteria for
Equity Index-Linked Securities. Specifically, NASDAQ will commence
delisting or removal proceedings (unless the Commission has approved
the continued trading of the subject Equity Index-Linked Security), if
any of the standards set forth above are not continuously maintained,
except that:
     The criteria that no single component represent more than
25% of the dollar weight of the index and the five highest dollar
weighted components in the index cannot represent more than 50% (or 60%
for indexes with less than 25 components) of the dollar weight of the
index, need only be satisfied at the time the index is rebalanced; and
     Component stocks that in the aggregate account for at
least 90% of the weight of the index each shall have a minimum global
monthly trading volume of 500,000 shares, or minimum global notional
volume traded per month of $12,500,000, averaged over the last six
months.
    In connection with an Equity Index-Linked Security that is based on
an index that has been reviewed and approved for the trading of options
or other derivatives by the Commission under Section 19(b)(2) of the
Act and rules thereunder and the conditions set forth in the
Commission's approval order, NASDAQ will commence delisting or removal
proceedings (unless the Commission has approved the continued trading
of the subject Equity Index-Linked Security) if an underlying index or
indexes fails to satisfy the maintenance standards or conditions for
such index or indexes as set forth by the Commission in its order under
Section 19(b)(2) of the Act approving the index or indexes for the
trading of options or other derivatives.
    Additionally, NASDAQ will commence delisting or removal proceedings
(unless the Commission has approved the continued trading of the
subject Equity Index-Linked Security), under any of the following
circumstances:
     If the aggregate market value or the principal amount of
the Equity Index-Linked Securities publicly held is less than $400,000;
     If the value of the index or composite value of the
indexes is no longer calculated or widely disseminated on at least a
15-second basis with respect to indexes containing only securities
listed on a national securities exchange, or on at least a 60-second
basis with respect to indexes containing foreign country securities,
provided, however, that, if the official index value does not change
during some or all of the period when trading

is occurring on NASDAQ (for example, for indexes of foreign country
securities, because of time zone differences or holidays in the
countries where such indexes' component stocks trade) then the last
calculated official index value must remain available throughout NASDAQ
trading hours; or
     If such other event shall occur or condition exists which
in the opinion of NASDAQ makes further dealings on NASDAQ inadvisable.
    Equity-Linked Indexes will be rebalanced at least annually.
    The proposed rule change relating to Equity-Linked Securities is
based on NYSEArca Equities Rule 5.2(j)(6)(B)(I).
Commodity-Linked Securities
    Proposed Rule 5710(k)(ii) would adopt the initial listing criteria
(found in current Rule 5710(h), which would be deleted and replaced in
proposed Rule 5710(k)(ii)(A)) and continued listing criteria for
Commodity-Linked Securities.
Initial Listing Criteria
    The Reference Asset must meet one of the following criteria:
     The Reference Asset to which the security is linked shall
have been reviewed and approved for the trading of Commodity-Related
Securities or options or other derivatives by the Commission under
Section 19(b)(2) of the Act and rules thereunder and the conditions set
forth in the Commission's approval order, including with respect to
comprehensive surveillance sharing agreements, continue to be
satisfied; or
     The pricing information for each component of a Reference
Asset other than a Currency must be derived from a market which is an
ISG member or affiliate or with which NASDAQ has a comprehensive
surveillance sharing agreement. Notwithstanding the previous sentence,
pricing information for gold and silver may be derived from the London
Bullion Market Association. The pricing information for each component
of a Reference Asset that is a Currency must be either: (1) The
generally accepted spot price for the currency exchange rate in
question; or (2) derived from a market of which (a) is an ISG member or
affiliate or with which NASDAQ has a comprehensive surveillance sharing
agreement and (b) is the pricing source for a currency component of a
Reference Asset that has previously been approved by the Commission. A
Reference Asset may include components representing not more than 10%
of the dollar weight of such Reference Asset for which the pricing
information is derived from markets that do not meet the requirements
of subparagraph (2) of the proposed rule; provided, however, that no
single component subject to this exception exceeds 7% of the dollar
weight of the Reference Asset. The term ``Currency,'' as used in the
proposed rule, means one or more currencies, or currency options,
futures, or other currency derivatives, Commodity-Related Securities if
their underlying Commodities are currencies or currency derivatives, or
a basket or index of any of the foregoing.
Continued Listing Standards
    Proposed Rule 5710(k)(ii)(B) would establish continued listing
criteria for Commodity-Linked Securities. Specifically, NASDAQ will
commence delisting or removal proceedings if any of the initial listing
criteria described above are not continuously maintained. Additionally,
NASDAQ will also commence delisting or removal proceedings under any of
the following circumstances:
     If the aggregate market value or the principal amount of
the Commodity-Linked Securities publicly held is less than $400,000;
     If the value of the Commodity Reference Asset is no longer
calculated or available and a new Commodity Reference Asset is
substituted, unless the new Commodity Reference Asset meets the
requirements of the proposed rule; or
     If such other event shall occur or condition exists which
in the opinion of NASDAQ makes further dealings on NASDAQ inadvisable.
    The proposed rule change relating to Commodity-Linked Securities is
based on NYSEArca Equities Rule 5.2(j)(6)(B)(II).
Fixed Income Index-Linked Securities
    Proposed Rule 5710(k)(iii) would set forth the listing criteria for
Fixed Income Index-Linked Securities.
Initial Listing Standards
    Proposed Rule 5710(k)(iii)(A) states that either the Fixed Income
Reference Asset to which the security is linked shall have been
reviewed and approved for the trading of options, Index Fund Shares, or
other derivatives by the Commission under Section 19(b)(2) of the
Securities Exchange Act of 1934 and rules thereunder and the conditions
set forth in the Commission's approval order continue to be satisfied
or the issue must meet the following initial listing criteria:
     Components of the Fixed Income Reference Asset that in the
aggregate account for at least 75% of the weight of the Fixed Income
Reference Asset must each have a minimum original principal amount
outstanding of $100 million or more;
     A component of the Fixed Income Reference Asset may be a
convertible security, however, once the convertible security component
converts to the underlying equity security, the component is removed
from the Fixed Income Reference Asset;
     No component of the Fixed Income Reference Asset
(excluding Treasury Securities and GSE Securities) will represent more
than 30% of the dollar weight of the Fixed Income Reference Asset, and
the five highest dollar weighted components in the Fixed Income
Reference Asset will not in the aggregate account for more than 65% of
the dollar weight of the Fixed Income Reference Asset;
     An underlying Fixed Income Reference Asset (excluding one
consisting entirely of exempted securities) must include a minimum of
13 non-affiliated issuers; and
     Component securities that in the aggregate account for at
least 90% of the dollar weight of the Fixed Income Reference Asset must
be from one of the following: (a) Issuers that are required to file
reports pursuant to Sections 13 and 15(d) of the Act; or (b) issuers
that have a worldwide market value of outstanding common equity held by
non-affiliates of $700 million or more; or (c) issuers that have
outstanding securities that are notes, bonds, debentures, or evidence
of indebtedness having a total remaining principal amount of at least
$1 billion; or (d) exempted securities as defined in Section 3(a)(12)
of the Act, or (e) issuers that are a government of a foreign country
or a political subdivision of a foreign country.
    In addition, the value of the Fixed Income Reference Asset must be
widely disseminated to the public by one or more major market vendors
at least once per business day.
Continued Listing Standards
    Proposed Rule 5710(k)(iii)(C) would provide that NASDAQ will
commence delisting or removal proceedings if any of the initial listing
criteria described above are not continuously maintained, and that
NASDAQ will also commence delisting or removal proceedings:
     If the aggregate market value or the principal amount of
the Fixed Income Index-Linked Securities publicly held is less than
$400,000;
     If the value of the Fixed Income Reference Asset is no
longer calculated or available and a new Fixed Income Reference Asset
is substituted, unless the new Fixed Income Reference Asset

meets the requirements of proposed Rule 5710(k); or
     If such other event shall occur or condition exists which
in the opinion of NASDAQ makes further dealings inadvisable.
    The proposed rule change relating to Fixed-Income Linked Securities
is based on NYSEArca Equities Rule 5.2(j)(6)(B)(IV).
Futures-Linked Securities
    Proposed Rule 5710(k)(iv) would establish listing standards for
Futures-Linked Securities.
Initial Listing Standards
    Proposed Rule 5710(k)(iv)(A) states that the issue must meet either
of the following the initial listing standards:
     The Futures Reference Asset to which the security is
linked shall have been reviewed and approved for the trading of
Futures-Linked Securities or options or other derivatives by the
Commission under Section 19(b)(2) of the Act and rules thereunder and
the conditions set forth in the Commission's approval order, including
with respect to comprehensive surveillance sharing agreements, continue
to be satisfied, or
     The pricing information for components of a Futures
Reference Asset must be derived from a market which is an ISG member or
affiliate or with which NASDAQ has a comprehensive surveillance sharing
agreement. A Futures Reference Asset may include components
representing not more than 10% of the dollar weight of such Futures
Reference Asset for which the pricing information is derived from
markets that do not meet the requirements of proposed Rule
5710(k)(iv)(A)(2); provided, however, that no single component subject
to this exception exceeds 7% of the dollar weight of the Futures
Reference Asset.
    In addition, the issue must meet both of the following initial
listing criteria:
     The value of the Futures Reference Asset must be
calculated and widely disseminated by one or more major market data
vendors on at least a 15-second basis during the Regular Market
Session, as defined in Rule 4120; and
     In the case of Futures-Linked Securities that are
periodically redeemable, the value of a share of each series
(``Intraday Indicative Value'') of the subject Futures-Linked
Securities must be calculated and widely disseminated by NASDAQ or one
or more major market data vendors on at least a 15-second basis during
the Regular Market Session (as defined in Rule 4120).
Continued Listing Standards
    Proposed Rule 5710(k)(iv)(C) states that NASDAQ will commence
delisting or removal proceedings if any of the initial listing criteria
described above are not continuously maintained, and that NASDAQ will
also commence delisting or removal proceedings under any of the
following circumstances:
     If the aggregate market value or the principal amount of
the Futures-Linked Securities publicly held is less than $400,000;
     If the value of the Futures Reference Asset is no longer
calculated or available and a new Futures Reference Asset is
substituted, unless the new Futures Reference Asset meets the
requirements of proposed Rule 5710(k); or
     If such other event shall occur or condition exists which
in the opinion of NASDAQ makes further dealings on NASDAQ inadvisable.
    The proposed rule change relating to Futures-Linked Securities is
based on NYSEArca Equities Rule 5.2(j)(6)(B)(V).
Multifactor Index-Linked Securities
    Proposed Rule 5710(k)(v) would govern the listing standards for
Multifactor Index-Linked Securities.
Initial Listing Standards
    Proposed Rule 5710(k)(v)(A) states that the issue must meet one of
the following initial listing standards:
     Each component of the Multifactor Reference Asset to which
the security is linked shall have been reviewed and approved for the
trading of either options, Index Fund Shares, or other derivatives
under Section 19(b)(2) of the Act and rules thereunder and the
conditions set forth in the Commission's approval order continue to be
satisfied; or
     Each Reference Asset included in the Multifactor Reference
Asset must meet the applicable initial and continued listing criteria
set forth in the relevant subsection of proposed Rule 5710(k).
    In addition to one of the initial listing standards set forth
above, proposed Rule 5710(k)(v)(B) would state that the issue must meet
both of the following initial listing criteria:
     The value of the Multifactor Reference Asset must be
calculated and widely disseminated to the public on at least a 15-
second basis during the time the Multifactor Index-Linked Security
trades on NASDAQ; and
     In the case of Multifactor Index-Linked Securities that
are periodically redeemable, the indicative value of the Multifactor
Index-Linked Securities must be calculated and widely disseminated by
one or more major market data vendors on at least a 15-second basis
during the time the Multifactor Index-Linked Securities trade on
NASDAQ.
Continued Listing Criteria
    Proposed Rule 5710(k)(v)(C) states that NASDAQ will commence
delisting or removal proceedings:
     If any of the initial listing criteria described above are
not continuously maintained;
     If the aggregate market value or the principal amount of
the Multifactor Index-Linked Securities publicly held is less than
$400,000;
     If the value of the Multifactor Reference Asset is no
longer calculated or available and a new Multifactor Reference Asset is
substituted, unless the new Multifactor Reference Asset meets the
requirements of proposed Rule 5710(k); or
     If such other event shall occur or condition exists which
in the opinion of NASDAQ makes further dealings on NASDAQ inadvisable.
    The proposed rule change relating to Multifactor Index-Linked
Securities is based on NYSEArca Equities Rule 5.2(j)(6)(B)(VI).
Regulatory Requirements for Registered Market Makers in Linked
Securities
    Commentary .01 to proposed Rule 5710(k) would establish certain
regulatory requirements for registered Market Makers in Linked
Securities. Specifically, the registered Market Maker in Linked
Securities must file with NASDAQ, in a manner prescribed by NASDAQ, and
keep current a list identifying all accounts for trading in the
Reference Asset components, the commodities, currencies or futures
underlying the Reference Asset components, or any derivative
instruments based on the Reference Asset or based on any Reference
Asset component or any physical commodity, currency or futures
underlying a Reference Asset component, which the registered Market
Maker may have or over which it may exercise investment discretion. No
registered Market Maker in Linked Securities would be permitted to
trade in the Reference Asset components, the commodities, currencies or
futures underlying the Reference Asset components, or any derivative
instruments based on the Reference Asset or based on any Reference
Asset component or any physical commodity, or futures currency
underlying a Reference Asset component, in an account in which a
registered Market Maker, directly or

indirectly, controls trading activities, or has a direct interest in
the profits or losses thereof, which has not been reported to NASDAQ as
required by the proposed Rule.
    In addition to the existing obligations under NASDAQ rules
regarding the production of books and records,\10\ the registered
Market Maker in Linked Securities would be required to make available
to NASDAQ such books, records or other information pertaining to
transactions by such entity or any limited partner, officer or approved
person thereof, registered or nonregistered employee affiliated with
such entity for its or their own accounts in the Reference Asset
components, the commodities, currencies or futures underlying the
Reference Asset components, or any derivative instruments based on the
Reference Asset or based on any Reference Asset component or any
physical commodity, currency or futures underlying a Reference Asset
component, as may be requested by NASDAQ.
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    \10\ See, e.g., NASDAQ Rule 4625.
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    The proposed rule change relating to regulatory requirements for
registered Market Makers in Linked Securities is based on NYSEArca
Equities Rule 5.2(j)(6), Commentary .01.
Proposed Rule 5711--Trading of Certain Derivative Securities
    NASDAQ proposes to adopt new Rule 5711, Trading of Certain
Derivative Securities, which would set forth listing standards for the
securities described below.
Index-Linked Exchangeable Notes
    Proposed Rule 5711(a) would adopt listing standards for Index-
Linked Exchangeable Notes.
Description
    Index-Linked Exchangeable Notes are exchangeable debt securities
that are exchangeable at the option of the holder (subject to the
requirement that the holder in most circumstances exchange a specified
minimum amount of notes), on call by the issuer, or at maturity for a
cash amount (``Cash Value Amount'') based on the reported market prices
of the underlying stocks of an underlying index. Each Index-Linked
Exchangeable Note is intended to provide investors with an instrument
that closely tracks the underlying index. Notwithstanding that the
notes are linked to an index, they will trade as a single security.
Initial Listing Standards
    Index-Linked Exchangeable Notes will be considered for listing and
trading by NASDAQ pursuant to Rule 19b-4(e) under the Act,\11\
provided:
---------------------------------------------------------------------------

    \11\ 17 CFR 240.19b-4(e).
---------------------------------------------------------------------------

     Both the issue and the issuer of such security meet the
requirements of Rule 5730, Listing Requirements for Securities Not
Specified Above (Other Securities), except that the minimum public
distribution shall be 150,000 notes with a minimum of 400 public note-
holders, except, if traded in thousand dollar denominations or
redeemable at the option of the holders thereof on at least a weekly
basis, then no minimum public distribution and no minimum number of
holders.
     The issue has a minimum term of one year.
     The issuer will be expected to have a minimum tangible net
worth in excess of $250,000,000, and to otherwise substantially exceed
the earnings requirements set forth in Rule 5405(b). In the
alternative, the issuer will be expected: (A) to have a minimum
tangible net worth of $150,000,000 and to otherwise substantially
exceed the earnings requirements set forth in Rule 5405(b); and (B) not
to have issued Index-Linked Exchangeable Notes where the original issue
price of all the issuer's other Index-Linked Exchangeable Note
offerings (combined with other index-linked exchangeable note offerings
of the issuer's affiliates) listed on a national securities exchange
exceeds 25% of the issuer's net worth.
     The index to which an exchangeable-note is linked shall
either be (A) indices that have been created by a third party and been
reviewed and have been approved for the trading of options or other
derivatives securities (``Third-Party Index'') either by the Commission
under Section 19(b)(2) of the Act and rules thereunder or by NASDAQ
under rules adopted pursuant to Rule 19b-4(e); or (B) indices which the
issuer has created and for which NASDAQ will have obtained approval
from either the Commission pursuant to Section 19(b)(2) and rules
thereunder or from NASDAQ under rules adopted pursuant to Rule 19b-4(e)
(``Issuer Index''). The Issuer Indices and their underlying securities
must meet one of the following: (A) The procedures and criteria set
forth in NOM Rules, Chapter XIV, Section 6(b) and (c), or (B) the
criteria set forth in Rules 5715(b)(3) and (4), the index concentration
limits set forth in NOM Rule Chapter XIV, Section 6, and NOM Rule
Chapter XIV, Section 6(b)(12) insofar as it relates to NOM Rule Chapter
XIV, Section 6(b)(6). Index-Linked Exchangeable Notes will be treated
as equity instruments.
Continued Listing Standards
    Beginning twelve months after the initial issuance of a series of
Index-Linked Exchangeable Notes, NASDAQ will consider the suspension of
trading in or removal from listing of that series of Index-Linked
Exchangeable Notes under any of the following circumstances:
     If the series has fewer than 50,000 notes issued and
outstanding;
     If the market value of all Index-Linked Exchangeable Notes
of that series issued and outstanding is less than $1,000,000; or
     If such other event shall occur or such other condition
exists which in the opinion of NASDAQ makes further dealings of NASDAQ
inadvisable.
    The proposed rule change relating to Index-Linked Exchangeable
Notes is based on NYSEArca Equities Rule 5.2(j)(4).
Equity Gold Shares
Description
    Proposed Rule 5711(b) would apply to Equity Gold Shares that
represent units of fractional undivided beneficial interest in, and
ownership of, the Equity Gold Trust. While Equity Gold Shares are not
technically ``Index Fund Shares,'' and thus are not covered by NASDAQ
Rule 5705, all other NASDAQ rules that reference ``Index Fund Shares''
shall also apply to Equity Gold Shares.
Applicability
    Except to the extent that specific provisions in proposed Rule
5711(b) govern, or unless the context otherwise requires, the
provisions of all other NASDAQ Rules and policies would be applicable
to the trading of Equity Gold Shares on NASDAQ. The provisions set
forth in proposed Rule 5711(d) relating to Commodity-Based Trust Shares
would also apply to Equity Gold Shares.
    The proposed rule change relating to Equity Gold Shares is based on
NYSEArca Equities Rule 5.2(j)(5).
Trust Certificates
    Proposed Rule 5711(c) would govern the listing standards applicable
to Trust Certificates. NASDAQ will consider for trading, whether by
listing or pursuant to unlisted trading privileges, Trust Certificates.
Description
    Trust Certificates represent an interest in a special purpose trust
(``Trust'') created pursuant to a trust agreement. The Trust will only
issue Trust Certificates. Trust Certificates may or may not provide for
the repayment of

the original principal investment amount. Trust Certificates pay an
amount at maturity which is based upon the performance of specified
assets as set forth below:
     An underlying index or indexes of equity securities
(``Equity Reference Asset'');
     Instruments that are direct obligations of the issuing
company, either exercisable throughout their life (i.e., American
style) or exercisable only on their expiration date (i.e., European
style), entitling the holder to a cash settlement in U.S. dollars to
the extent that the foreign or domestic index has declined below (for a
put warrant) or increased above (for a call warrant) the pre-stated
cash settlement value of the index (``Index Warrants''); or
     A combination of two or more Equity Reference Assets or
Index Warrants.
    NASDAQ will file separate proposals under Section 19(b) of the Act
before trading, either by listing or pursuant to unlisted trading
privileges, Trust Certificates.
Continued Listing Standards
    Commentary .01 to proposed Rule 5711(c) would state that NASDAQ
will commence delisting or removal proceedings with respect to an issue
of Trust Certificates (unless the Commission has approved the continued
trading of such issue), under any of the following circumstances:
     If the aggregate market value or the principal amount of
the securities publicly held is less than $400,000;
     If the value of the index or composite value of the
indexes is no longer calculated or widely disseminated on at least a
15-second basis with respect to indexes containing only securities
listed on a national securities exchange, or on at least a 60-second
basis with respect to indexes containing foreign country securities;
provided, however, that, if the official index value does not change
during some or all of the period when trading is occurring on the
NASDAQ Stock Market (for example, for indexes of foreign country
securities, because of time zone differences or holidays in the
countries where such indexes' component stocks trade) then the last
calculated official index value must remain available throughout NASDAQ
trading hours; or
     If such other event shall occur or condition exists which
in the opinion of NASDAQ makes further dealings on NASDAQ inadvisable.
Other Provisions
    Proposed Commentary .02 to Rule 5711(c) would provide that the
stated term of the Trust shall be as stated in the Trust prospectus.
However, a Trust may be terminated under such earlier circumstances as
may be specified in the Trust prospectus.
    Proposed Commentary .03 to Rule 5711(c) would provide that the
trustee of a Trust must be a trust company or banking institution
having substantial capital and surplus and the experience and
facilities for handling corporate trust business. In cases where, for
any reason, an individual has been appointed as trustee, a qualified
trust company or banking institution must be appointed co-trustee. No
change is to be made in the trustee of a listed issue without prior
notice to and approval of NASDAQ.
    Proposed Commentary .04 to Rule 5711(c) would provide that voting
rights will be as set forth in the applicable Trust prospectus.
    Proposed Commentary .05 to Rule 5711(c) would provide that NASDAQ
will implement written surveillance procedures for Trust Certificates.
    Proposed Commentary .06 to Rule 5711(c) would provide that the
Trust Certificates will be subject to NASDAQ's equity trading rules.
    Proposed Commentary .07 to Rule 5711(c) would provide that prior to
the commencement of trading of a particular Trust Certificates listing
pursuant to this Rule, NASDAQ will evaluate the nature and complexity
of the issue and, if appropriate, distribute a circular to Members
providing guidance regarding compliance responsibilities (including
suitability recommendations and account approval) when handling
transactions in Trust Certificates.
    Proposed Commentary .08 to Rule 5711(c) would provide that Trust
Certificates may be exchangeable at the option of the holder into
securities that participate in the return of the applicable underlying
asset. In the event that the Trust Certificates are exchangeable at the
option of the holder and contain an Index Warrant, then a Member must
ensure that the Member's account is approved for options trading in
accordance with the rules of the NASDAQ Options Market (``NOM'') in
order to exercise such rights.
    Proposed Commentary .09 to Rule 5711(c) would provide that Trust
Certificates may pass-through periodic payments of interest and
principle of the underlying securities.
    Proposed Commentary .10 to Rule 5711(c) would provide that the
Trust payments may be guaranteed pursuant to a financial guaranty
insurance policy which may include swap agreements.
    Proposed Commentary .11 to Rule 5711(c) would provide that the
Trust Certificates may be subject to early termination or call
features.
    The proposed rule change relating to Trust Certificates is based on
NYSEArca Equities Rule 5.2(j)(7).
Commodity-Based Trust Shares
    Proposed Rule 5711(d) would permit the listing and trading, or
trading pursuant to unlisted trading privileges, of Commodity-Based
Trust Shares on NASDAQ. Proposed Rule 5711(d) would be applicable only
to Commodity-Based Trust Shares. Except to the extent inconsistent with
this Rule, or unless the context otherwise requires, the provisions of
the trust issued receipts rules, Bylaws, and all other rules and
procedures of the Board of Directors shall be applicable to the trading
on NASDAQ of such securities. Commodity-Based Trust Shares are included
within the definition of ``security'' or ``securities'' as such terms
are used in the Bylaws and Rules of NASDAQ.
Description
    ``Commodity-Based Trust Shares,'' as defined in proposed Rule
5711(d)(iii)(A), means a security (1) that is issued by a Trust that
holds a specified commodity deposited with the Trust; (2) that is
issued by such Trust in a specified aggregate minimum number in return
for a deposit of a quantity of the underlying commodity; and (3) that,
when aggregated in the same specified minimum number, may be redeemed
at a holder's request by such Trust which will deliver to the redeeming
holder the quantity of the underlying commodity. Proposed Rule
5711(d)(iii)(B) states that the term ``commodity'' is defined in
Section 1(a)(4) of the Commodity Exchange Act.
    Proposed Rule 5711(d)(iv) states that NASDAQ may trade, either by
listing or pursuant to unlisted trading privileges, Commodity-Based
Trust Shares based on an underlying commodity. Each issue of a
Commodity-Based Trust Share will be designated as a separate series and
will be identified by a unique symbol.
Initial Listing Standards
    Proposed Rule 5711(d)(v)(A) states that NASDAQ will establish a
minimum number of Commodity-Based Trust Shares required to be
outstanding at the time of commencement of trading on NASDAQ.

Continued Listing Standards
    Proposed Rule 5711(d)(v)(B) provides that following the initial 12
month period following commencement of trading on NASDAQ of Commodity-
Based Trust Shares, NASDAQ will consider the suspension of trading in
or removal from listing of such series under any of the following
circumstances if:
     The Trust has more than 60 days remaining until
termination and there are fewer than 50 record and/or beneficial
holders of Commodity-Based Trust Shares for 30 or more consecutive
trading days;
     The Trust has fewer than 50,000 receipts issued and
outstanding;
     The market value of all receipts issued and outstanding is
less than $1,000,000;
     The value of the underlying commodity is no longer
calculated or available on at least a 15-second delayed basis from a
source unaffiliated with the sponsor, Trust, custodian or NASDAQ or
NASDAQ stops providing a hyperlink on its Web site to any such
unaffiliated commodity value;
     The Intraday Indicative Value \12\ is no longer made
available on at least a 15-second delayed basis; or
---------------------------------------------------------------------------

    \12\ The Intraday Indicative Value is an estimate, updated at
least every 15 seconds, of the value of a share of each series
during NASDAQ's Regular Market Session (as defined in Rule
4120(b)(4)(D)). See, e.g., NASDAQ Rules 5705(b)(3)(C) and
5705(b)(6)(A).
---------------------------------------------------------------------------

     Such other event shall occur or condition exists which in
the opinion of NASDAQ makes further dealings on NASDAQ inadvisable.
Other Provisions
    Upon termination of a Trust, NASDAQ requires that Commodity-Based
Trust Shares issued in connection with such entity Trust be removed
from NASDAQ listing. A Trust may terminate in accordance with the
provisions of the Trust prospectus, which may provide for termination
if the value of the Trust falls below a specified amount.
    Proposed Rule 5711(d)(v)(C) provides that the stated term of the
Trust shall be as stated in the Trust prospectus. However, a Trust may
be terminated under such earlier circumstances as may be specified in
the Trust prospectus.
    Proposed Rule 5711(d)(v)(D) would apply the following requirements
to the trustee of a Trust:
     The trustee of a Trust must be a trust company or banking
institution having substantial capital and surplus and the experience
and facilities for handling corporate trust business. In cases where,
for any reason, an individual has been appointed as trustee, a
qualified trust company or banking institution must be appointed co-
trustee.
     No change is to be made in the trustee of a listed issue
without prior notice to and approval of NASDAQ.
    Proposed Rule 5711(d)(v)(E) states that voting rights shall be as
set forth in the applicable Trust prospectus.
    Proposed Rules 5711(d)(vi) and (vii) describe the limitation of
NASDAQ liability and requirements for Market Makers in Commodity-Based
Trust Shares (see below for a general discussion of these
requirements).
    Commentary .01 to proposed NASDAQ Rule 5711(d) provides that a
Commodity-Based Trust Share is a Trust Issued Receipt that holds a
specified commodity deposited with the Trust.
    Commentary .02 to proposed NASDAQ Rule 5711(d) provides that NASDAQ
requires that Members provide all purchasers of newly issued Commodity-
Based Trust Shares a prospectus for the series of Commodity-Based Trust
Shares.
    Commentary .03 to proposed NASDAQ Rule 5711(d) provides that
transactions in Commodity-Based Trust Shares will occur during the
trading hours specified in Rule 4120.
    Commentary .04 to proposed NASDAQ Rule 5711(d) provides that NASDAQ
will file separate proposals under Section 19(b) of the Exchange Act
before the listing and/or trading of Commodity-Based Trust Shares.
    The proposed rule change relating to Commodity-Based Trust Shares
is based on NYSEArca Equities Rule 8.201.
Currency Trust Shares
    NASDAQ proposes to adopt new NASDAQ Rule 5711(e) for the purpose of
permitting the listing and trading, or trading pursuant to unlisted
trading privileges, of Currency Trust Shares. Proposed Rule 5711(e)
would be applicable only to Currency Trust Shares. Except to the extent
inconsistent with the proposed Rule, or unless the context otherwise
requires, the provisions of the trust issued receipts rules, Bylaws,
and all other rules and procedures of the Board of Directors shall be
applicable to the trading on NASDAQ of such securities. Currency Trust
Shares are included within the definition of ``security'' or
``securities'' as such terms are used in the Bylaws and Rules of
NASDAQ.
Description
    Proposed Rule 5711(e)(iii) provides that the term ``Currency Trust
Shares'' as used in these proposed rules means, unless the context
otherwise requires, a security that:
     Is issued by a Trust that holds a specified non-U.S.
currency or currencies deposited with the Trust;
     When aggregated in some specified minimum number may be
surrendered to the Trust by an Authorized Participant (as defined in
the Trust's prospectus) to receive the specified non-U.S. currency or
currencies; and
     Pays beneficial owners interest and other distributions on
the deposited non-U.S. currency or currencies, if any, declared and
paid by the Trust.
    Proposed Rule 5711(e)(iv) states that NASDAQ may trade, either by
listing or pursuant to unlisted trading privileges, Currency Trust
Shares that hold a specified non-U.S. currency or currencies. Each
issue of Currency Trust Shares would be designated as a separate series
and shall be identified by a unique symbol.
Initial Listing Standards
    NASDAQ will establish a minimum number of Currency Trust Shares
required to be outstanding at the time of commencement of trading on
NASDAQ.
Continued Listing Standards
    Proposed Rule 5711(e)(v)(B) provides that, following the initial 12
month period following commencement of trading on NASDAQ of Currency
Trust Shares, NASDAQ will consider the suspension of trading in or
removal from listing of such series under any of the following
circumstances:
     If the Trust has more than 60 days remaining until
termination and there are fewer than 50 record and/or beneficial
holders of Currency Trust Shares for 30 or more consecutive trading
days;
     If the Trust has fewer than 50,000 Currency Trust Shares
issued and outstanding;
     If the market value of all Currency Trust Shares issued
and outstanding is less than $1,000,000;
     If the value of the applicable non-U.S. currency is no
longer calculated or available on at least a 15-second delayed basis
from a source unaffiliated with the sponsor, Trust, custodian or NASDAQ
or NASDAQ stops providing a hyperlink on its Web site to any such
unaffiliated applicable non-U.S. currency value;
     If the Intraday Indicative Value is no longer made
available on at least a 15-second delayed basis; or
     If such other event shall occur or condition exists which
in the opinion of NASDAQ makes further dealings on NASDAQ inadvisable.
    Upon termination of a Trust, NASDAQ would require that Currency

Trust Shares issued in connection with such entity Trust be removed
from NASDAQ listing. A Trust may terminate in accordance with the
provisions of the Trust prospectus, which may provide for termination
if the value of the Trust falls below a specified amount.
Other
    Proposed Rule 5711(e)(v)(C) states that the stated term of the
Trust shall be as stated in the Trust prospectus. However, a Trust may
be terminated under such earlier circumstances as may be specified in
the Trust prospectus.
    Proposed Rule 5711(e)(v)(D) states that the following requirements
apply to the trustee of a Trust:
     The trustee of a Trust must be a trust company or banking
institution having substantial capital and surplus and the experience
and facilities for handling corporate trust business. In cases where,
for any reason, an individual has been appointed as trustee, a
qualified trust company or banking institution must be appointed co-
trustee.
     No change is to be made in the trustee of a listed issue
without prior notice to and approval of NASDAQ.
    Proposed Rule 5711(e)(v)(E) states that voting rights shall be as
set forth in the applicable Trust prospectus.
    Proposed Rules 5711(e)(vi) and (vii) set forth the requirements
respecting limitation of NASDAQ liability and Market Maker Accounts
(see below for a general discussion of these requirements).
    Proposed Rule 5711(e)(viii) states that NASDAQ may submit a rule
filing pursuant to Section 19(b)(2) of the Act to permit the listing
and trading of Currency Trust Shares that do not otherwise meet the
standards set forth in Commentary .04 to proposed Rule 5711(e).
    Commentary .01 to proposed Rule 5711(e) states that a Currency
Trust Share is a Trust Issued Receipt that holds a specified non-U.S.
currency or currencies deposited with the Trust.
    Commentary .02 to proposed Rule 5711(e) states that NASDAQ requires
that Members provide all purchasers of newly issued Currency Trust
Shares a prospectus for the series of Currency Trust Shares.
    Commentary .03 to proposed Rule 5711(e) provides that transactions
in Currency Trust Shares will occur during the trading hours specified
in NASDAQ Rule 4120.
    Commentary .04 to proposed Rule 5711(e) provides that NASDAQ may
approve an issue of Currency Trust Shares for listing and/or trading
(including pursuant to unlisted trading privileges) pursuant to Rule
19b-4(e) under the Act. Such issue shall satisfy the criteria set forth
in the proposed rule, together with the following criteria:
     A minimum of 100,000 shares of a series of Currency Trust
Shares is required to be outstanding at commencement of trading (this
would not apply to issues trading pursuant to unlisted trading
privileges);
     The value of the applicable non-U.S. currency, currencies
or currency index must be disseminated by one or more major market data
vendors on at least a 15-second delayed basis;
     The Intraday Indicative Value must be calculated and
widely disseminated by NASDAQ or one or more major market data vendors
on at least a 15-second basis during the Regular Market Session (as
defined in NASDAQ Rule 4120; and
     NASDAQ will implement written surveillance procedures
applicable to Currency Trust Shares.
    Commentary .05 to proposed Rule 5711(e) states that if the value of
a Currency Trust Share is based in whole or in part on an index that is
maintained by a broker-dealer, the broker-dealer would be required to
erect a ``firewall'' around the personnel responsible for the
maintenance of such index or who have access to information concerning
changes and adjustments to the index, and the index shall be calculated
by a third party who is not a broker-dealer. Additionally, any advisory
committee, supervisory board or similar entity that advises an index
licensor or administrator or that makes decisions regarding the index
or portfolio composition, methodology and related matters must
implement and maintain, or be subject to, procedures designed to
prevent the use and dissemination of material, non-public information
regarding the applicable index or portfolio.
    Commentary .06 to proposed Rule 5711(e) provides that Currency
Trust Shares will be subject to NASDAQ's equity trading rules.
Trading Halts
    Proposed Commentary .07 to Rule 5711(e) states that if the Intraday
Indicative Value or the value of the non-U.S. currency or currencies or
the currency index applicable to a series of Currency Trust Shares is
not being disseminated as required, NASDAQ may halt trading during the
day on which such interruption first occurs. If such interruption
persists past the trading day in which it occurred, NASDAQ will halt
trading no later than the beginning of the trading day following the
interruption. If NASDAQ becomes aware that the net asset value
applicable to a series of Currency Trust Shares is not being
disseminated to all market participants at the same time, it will halt
trading in such series until such time as the net asset value is
available to all market participants.
    The proposed rule change relating to Currency Trust Shares is based
on NYSEArca Equities Rule 8.202.
Commodity Index Trust Shares
    NASDAQ will consider for trading, whether by listing or pursuant to
unlisted trading privileges, Commodity Index Trust Shares that meet the
criteria of proposed Rule 5711(f).
    Proposed Rule 5711(f)(ii) states that proposed Rule 5711(f) would
be applicable only to Commodity Index Trust Shares. Except to the
extent inconsistent with the proposed Rule, or unless the context
otherwise requires, the provisions of the trust issued receipts rules,
Bylaws, and all other rules and procedures of the Board of Directors
shall be applicable to the trading on NASDAQ of such securities.
Commodity Index Trust Shares are included within the definition of
``security'' or ``securities'' as such terms are used in the Bylaws and
Rules of NASDAQ.
Description
    Proposed Rule 5711(f)(iii) defines the term ``Commodity Index Trust
Shares'' to mean, as used in these proposed Rules (unless the context
otherwise requires), a security that (A) is issued by a Trust that (1)
is a commodity pool as defined in the Commodity Exchange Act and
regulations thereunder, and that is managed by a commodity pool
operator registered with the Commodity Futures Trading Commission; and
(2) that holds long positions in futures contracts on a specified
commodity index, or interests in a commodity pool which, in turn, holds
such long positions; and (B) when aggregated in some specified minimum
number may be surrendered to the Trust by the beneficial owner to
receive positions in futures contracts on a specified index and cash or
short term securities. The term ``futures contract'' is commonly known
as a ``contract of sale of a commodity for future delivery'' set forth
in Section 2(a) of the Commodity Exchange Act.
    Proposed Rule 5711(f)(iv) states that NASDAQ may trade, either by
listing or pursuant to unlisted trading privileges, Commodity Index
Trust Shares based on one or more securities. The Commodity Index Trust
Shares based on particular securities would be designated as a

separate series and would be identified by a unique symbol.
Initial Listing Standards
    Proposed Rule 5711(f)(v)(A) states that NASDAQ will establish a
minimum number of Commodity Index Trust Shares required to be
outstanding at the time of commencement of trading on NASDAQ.
Continued Listing Standards
    Under proposed Rule 5711(f)(v)(B), NASDAQ will consider the
suspension of trading in or removal from listing of a series of
Commodity Index Trust Shares under any of the following circumstances:
     Following the initial twelve-month period beginning upon
the commencement of trading of the Commodity Index Trust Shares, there
are fewer than 50 record and/or beneficial holders of Commodity Index
Trust Shares for 30 or more consecutive trading days;
     If the value of the applicable underlying index is no
longer calculated or available on at least a 15-second delayed basis
from a source unaffiliated with the sponsor, the Trust or the trustee
of the Trust;
     If the net asset value for the trust is no longer
disseminated to all market participants at the same time;
     If the Intraday Indicative Value is no longer made
available on at least a 15-second delayed basis; or
     If such other event shall occur or condition exists which
in the opinion of NASDAQ makes further dealings on NASDAQ inadvisable.
    Upon termination of a Trust, NASDAQ would require that Commodity
Index Trust Shares issued in connection with such entity Trust be
removed from NASDAQ listing. A Trust may terminate in accordance with
the provisions of the Trust prospectus, which may provide for
termination if the value of the Trust falls below a specified amount.
    Proposed Rule 5711(f)(v)(C) provides that the stated term of the
Trust shall be as stated in the Trust prospectus. However, a Trust may
be terminated under such earlier circumstances as may be specified in
the Trust prospectus.
    Proposed Rule 5711(f)(v)(D) states that the following requirements
apply to the trustee of a Trust:
     The trustee of a Trust must be a trust company or banking
institution having substantial capital and surplus and the experience
and facilities for handling corporate trust business. In cases where,
for any reason, an individual has been appointed as trustee, a
qualified trust company or banking institution must be appointed co-
trustee.
     No change is to be made in the trustee of a listed issue
without prior notice to and approval of NASDAQ.
    Proposed Rule 5711(f)(v)(E) provides that voting rights shall be as
set forth in the applicable Trust prospectus.
    Proposed Rules 5711(f)(vi) and (vii) set forth the requirements
respecting limitation of NASDAQ liability and Market Maker Accounts
(see below for a general discussion of these requirements).
    Commentary .01 to proposed Rule 5711(f) states that a Commodity
Index Trust Share is a Trust Issued Receipt that holds long positions
in futures contracts on a specified commodity index, or interests in a
commodity pool which, in turn, holds such long positions, deposited
with the Trust.
    Commentary .02 to proposed Rule 5711(f) states that NASDAQ requires
that Members provide all purchasers of newly issued Commodity Index
Trust Shares a prospectus for the series of Commodity Index Trust
Shares.
    Commentary .03 to proposed Rule 5711(f) states that transactions in
Commodity Index Trust Shares will occur during the trading hours
specified in Rule 4120.
    Commentary .04 to proposed Rule 5711(f) states that NASDAQ will
file separate proposals under Section 19(b) of the Act before trading,
either by listing or pursuant to unlisted trading privileges, Commodity
Index Trust Shares.
    The proposed rule change relating to Commodity Index Trust Shares
is based on NYSEArca Equities Rule 8.202.
Commodity Futures Trust Shares
    Proposed Rule 5711(g) governs the listing of Commodity Futures
Trust Shares. NASDAQ will consider for trading, whether by listing or
pursuant to unlisted trading privileges, Commodity Futures Trust Shares
that meet the criteria of proposed Rule 5711(g).
    Proposed Rule 5711(g)(ii) states that proposed Rule 5711(g) would
apply only to Commodity Futures Trust Shares. Except to the extent
inconsistent with the proposed Rule, or unless the context otherwise
requires, the provisions of the trust issued receipts rules, Bylaws,
and all other rules and procedures of the Board of Directors shall be
applicable to the trading on NASDAQ of such securities. Commodity
Futures Trust Shares are included within the definition of ``security''
or ``securities'' as such terms are used in the Bylaws and Rules of
NASDAQ.
Description
    Proposed Rule 5711(g)(iii) states that the term ``Commodity Futures
Trust Shares'' as used in the proposed Rules means, unless the context
otherwise requires, a security that: (i) is issued by a Trust that is a
commodity pool as defined in the Commodity Exchange Act and regulations
thereunder, and that is managed by a commodity pool operator registered
with the Commodity Futures Trading Commission, and holds positions in
futures contracts that track the performance of a specified commodity,
or interests in a commodity pool which, in turn, holds such positions;
and (ii) is issued and redeemed daily in specified aggregate amounts at
net asset value. The term ``futures contract'' is a ``contract of sale
of a commodity for future delivery'' set forth in Section 2(a) of the
Commodity Exchange Act. The term ``commodity'' is defined in Section
1(a)(4) of the Commodity Exchange Act.
Designation of an Underlying Commodity Futures Contract
    Proposed Rule 5711(g)(iv) states that NASDAQ may trade, either by
listing or pursuant to unlisted trading privileges, Commodity Futures
Trust Shares based on an underlying commodity futures contract. Each
issue of Commodity Futures Trust Shares shall be designated as a
separate series and shall be identified by a unique symbol.
Initial Listing Standards
    Proposed Rule 5711(g)(v)(A) states that NASDAQ will establish a
minimum number of Commodity Futures Trust Shares required to be
outstanding at the time of commencement of trading on NASDAQ.
Continued Listing Standards
    Proposed Rule 5711(g)(v)(B) states that NASDAQ will consider the
suspension of trading in or removal from listing of a series of
Commodity Futures Trust Shares under any of the following
circumstances:
     If, following the initial twelve-month period beginning
upon the commencement of trading of the Commodity Futures Trust Shares:
(1) the Trust has fewer than 50,000 Commodity Futures Trust Shares
issued and outstanding; or (2) the market value of all Commodity
Futures Trust Shares issued and outstanding is less than $1,000,000; or
(3) there are fewer than 50 record and/or beneficial holders of
Commodity Futures Trust Shares for 30 consecutive trading days;
     If the value of the underlying futures contracts is no
longer calculated or available on at least a 15-second

delayed basis during NASDAQ's Regular Market Session (as defined in
NASDAQ Rule 4120) from a source unaffiliated with the sponsor, the
Trust or the trustee of the Trust;
     If the net asset value for the Trust is no longer
disseminated to all market participants at the same time;
     If the Intraday Indicative Value is no longer disseminated
on at least a 15-second delayed basis during NASDAQ's Regular Market
Session (as defined in NASDAQ Rule 4120); or
     If such other event shall occur or condition exists which
in the opinion of NASDAQ makes further dealings on NASDAQ inadvisable.
    Upon termination of a Trust, NASDAQ requires that Commodity Futures
Trust Shares issued in connection with such trust be removed from
NASDAQ listing. A Trust will terminate in accordance with the
provisions of the Trust prospectus.
    Proposed Rule 5711(g)(v)(C) states that the stated term of the
Trust shall be as stated in the prospectus. However, a Trust may be
terminated under such earlier circumstances as may be specified in the
Trust prospectus.
    Proposed Rule 5711(g)(v)(D) states that the following requirements
apply to the trustee of a Trust:
     The trustee of a Trust must be a trust company or banking
institution having substantial capital and surplus and the experience
and facilities for handling corporate trust business. In cases where,
for any reason, an individual has been appointed as trustee, a
qualified trust company or banking institution must be appointed co-
trustee.
     No change is to be made in the trustee of a listed issue
without prior notice to and approval of NASDAQ.
    Proposed Rule 5711(g)(v)(E) states that voting rights shall be as
set forth in the applicable Trust prospectus.
    Proposed Rules 5711(g)(vi) and (vii) describe the requirements for
Market Makers and the limitation of NASDAQ liability in Commodity
Futures Trust Shares (see below for a general discussion of these
requirements).
    Proposed Rule 5711(g)(viii) states that NASDAQ will file separate
proposals under Section 19(b) of the Act before listing and trading
separate and distinct Commodity Futures Trust Shares designated on
different underlying futures contracts.
    Commentary .01 to proposed Rule 5711(g) would require Members
trading in Commodity Futures Trust Shares to provide all purchasers of
newly issued Commodity Futures Trust Shares a prospectus for the series
of Commodity Futures Trust Shares.
    Commentary .02 to proposed Rule 5711(g) states that transactions in
Commodity Futures Trust Shares will occur during the trading hours
specified in Rule 4120.
    Commentary .03 to proposed Rule 5711(g) states that if the Intraday
Indicative Value or the value of the underlying futures contract is not
being disseminated as required, NASDAQ may halt trading during the day
in which the interruption to the dissemination of the Intraday
Indicative Value or the value of the underlying futures contract
occurs. If the interruption to the dissemination of the Intraday
Indicative Value or the value of the underlying futures contract
persists past the trading day in which it occurred, NASDAQ will halt
trading no later than the beginning of the trading day following the
interruption.
    In addition, if NASDAQ becomes aware that the net asset value with
respect to a series of Commodity Futures Trust Shares is not
disseminated to all market participants at the same time, it will halt
trading in such series until such time as the net asset value is
available to all market participants.
    Commentary .04 to proposed Rule 5711(g) states that NASDAQ's rules
governing the trading of equity securities apply.
    Commentary .05 to proposed Rule 5711(g) states that NASDAQ will
implement written surveillance procedures for Commodity Futures Trust
Shares.
    The proposed rule change relating to Commodity Futures Trust Shares
is based on NYSEArca Equities Rule 8.204.
Partnership Units
    Proposed Rule 5711(h) would govern the listing of Partnership
Units. Under proposed Rule 5711(h)(i), NASDAQ will consider for
trading, whether by listing or pursuant to unlisted trading privileges,
Partnership Units that meet the criteria of proposed Rule 5711(h).
Description
    Under proposed Rule 5711(h)(ii), the following terms as used in the
proposed Rule would, unless the context otherwise requires, have the
meanings herein specified.
    Proposed Rule 5711(h)(ii)(A) states that the term ``commodity'' is
defined in Section 1(a)(4) of the Commodity Exchange Act.
    Proposed Rule 5711(h)(ii)(B) defines a Partnership Unit for
purposes of the proposed Rule as a security (a) that is issued by a
partnership that invests in any combination of futures contracts,
options on futures contracts, forward contracts, commodities and/or
securities; and (b) that is issued and redeemed daily in specified
aggregate amounts at net asset value.
    Proposed Rule 5711(h)(iii) states that NASDAQ may list and trade
Partnership Units based on an underlying asset, commodity or security.
Each issue of a Partnership Unit would be designated as a separate
series and would be identified by a unique symbol.
Initial Listing Standards
    Proposed Rule 5711(h)(iv)(A) states that NASDAQ will establish a
minimum number of Partnership Units required to be outstanding at the
time of commencement of trading on NASDAQ.
Continued Listing Standards
    Proposed Rule 5711(h)(iv)(B) provides that NASDAQ will consider
removal of Partnership Units from listing under any of the following
circumstances:
     If, following the initial twelve month period from the
date of commencement of trading of the Partnership Units, (a) the
partnership has more than 60 days remaining until termination and there
are fewer than 50 record and/or beneficial holders of the Partnership
Units for 30 or more consecutive trading days; (b) the partnership has
fewer than 50,000 Partnership Units issued and outstanding; or (c) the
market value of all Partnership Units issued and outstanding is less
than $1,000,000;
     If the value of the underlying benchmark investment,
commodity or asset is no longer calculated or available on at least a
15-second delayed basis or NASDAQ stops providing a hyperlink on its
Web site to any such investment, commodity or asset value;
     If the Intraday Indicative Value is no longer made
available on at least a 15- second delayed basis; or
     If such other event shall occur or condition exists which
in the opinion of NASDAQ makes further dealings on NASDAQ inadvisable.
    Upon termination of a partnership, NASDAQ requires that Partnership
Units issued in connection with such partnership be removed from NASDAQ
listing. A partnership will terminate in accordance with the provisions
of the partnership prospectus.
    Proposed Rule 5711(h)(iv)(C) provides that the stated term of the
partnership shall be as stated in the prospectus. However, such entity
may be terminated under such earlier circumstances as may be specified
in the Partnership prospectus.
    Proposed Rule 5711(h)(iv)(D) would adopt the following requirements
that

apply to the general partner of a partnership:
     The general partner of a partnership must be an entity
having substantial capital and surplus and the experience and
facilities for handling partnership business. In cases where, for any
reason, an individual has been appointed as general partner, a
qualified entity must also be appointed as general partner.
     No change is to be made in the general partner of a listed
issue without prior notice to and approval of NASDAQ.
    Proposed Rule 5711(h)(iv)(E) states that voting rights shall be as
set forth in the applicable partnership prospectus.
    Proposed Rule 5711(h)(v) and (vi) describe the limitation of NASDAQ
liability and requirements for Market Makers in Partnership Units (see
below for a general discussion of these requirements).
    Proposed Rule 5711(h)(vii) states that NASDAQ will file separate
proposals under Section 19(b) of the Act before listing and trading
separate and distinct Partnership Units designated on different
underlying investments, commodities and/or assets.
    Commentary .01 to proposed Rule 5711(h) states that NASDAQ requires
that Members provide to all purchasers of newly issued Partnership
Units a prospectus for the series of Partnership Units.
    The proposed rule change relating to Partnership Units is based on
NYSEArca Equities Rule 8.300.
Trust Units
    NASDAQ proposes to add new Rule 5711(i) in order to permit trading,
either by listing or pursuant to unlisted trading privileges, of Trust
Units.
    Proposed Rule 5711(i)(i) states that the provisions in proposed
Rule 5711(i) are applicable only to Trust Units. In addition, except to
the extent inconsistent with this Rule, or unless the context otherwise
requires, the rules and procedures of the Board of Directors shall be
applicable to the trading on NASDAQ of such securities. Trust Units are
included within the definition of ``security,'' ``securities'' and
``derivative securities products'' as such terms are used in the Rules
of NASDAQ.
Description
    Proposed Rule 5711(i)(ii) states that the following terms as used
in the proposed Rule shall, unless the context otherwise requires, have
the meanings herein specified:
     The term ``commodity'' is defined in Section 1(a)(4) of
the Commodity Exchange Act.
     A Trust Unit is a security that is issued by a trust or
other similar entity that is constituted as a commodity pool that holds
investments comprising or otherwise based on any combination of futures
contracts, options on futures contracts, forward contracts, swap
contracts, commodities and/or securities.
    Proposed Rule 5711(i)(iii) states that NASDAQ may list and trade
Trust Units based on an underlying asset, commodity, security or
portfolio. Each issue of a Trust Unit shall be designated as a separate
series and shall be identified by a unique symbol.
Initial Listing Standards
    Proposed Rule 5711(i)(iv)(A) states that NASDAQ will establish a
minimum number of Trust Units required to be outstanding at the time of
commencement of trading on NASDAQ. NASDAQ will obtain a representation
from the issuer of each series of Trust Units that the net asset value
per share for the series will be calculated daily and will be made
available to all market participants at the same time.
Continued Listing Standards
    Proposed Rule 5711(i)(iv)(B)(1) states that NASDAQ will remove
Trust Units from listing under any of the following circumstances:
     If following the initial twelve month period following the
commencement of trading of Trust Units, (i) the trust has more than 60
days remaining until termination and there are fewer than 50 record
and/or beneficial holders of Trust Units for 30 or more consecutive
trading days; (ii) the trust has fewer than 50,000 Trust Units issued
and outstanding; or (iii) the market value of all Trust Units issued
and outstanding is less than $1,000,000; or
     If such other event shall occur or condition exists which
in the opinion of the NASDAQ makes further dealings on NASDAQ
inadvisable.
Trading Halts
    Proposed Rule 5711(i)(iv)(B)(2) states that NASDAQ will halt
trading in a series of Trust Units if the circuit breaker parameters in
Rule 4120(a)(11) have been reached. In exercising its discretion to
halt or suspend trading in a series of Trust Units, NASDAQ may consider
any relevant factors. In particular, if the portfolio and net asset
value per share are not being disseminated as required, NASDAQ may halt
trading during the day in which the interruption to the dissemination
of the portfolio holdings or net asset value per share occurs. If the
interruption to the dissemination of the portfolio holdings or net
asset value per share persists past the trading day in which it
occurred, NASDAQ will halt trading no later than the beginning of the
trading day following the interruption.
    Upon termination of a trust, NASDAQ would require that Trust Units
issued in connection with such trust be removed from NASDAQ listing. A
trust will terminate in accordance with the provisions of the
prospectus.
    Proposed Rule 5711(i)(iv)(C) provides that the stated term of the
trust shall be as stated in the prospectus. However, such entity may be
terminated under such earlier circumstances as may be specified in the
prospectus.
    Proposed Rule 5711(i)(iv)(D) would adopt the following requirements
applicable to the trustee of a Trust:
     The trustee of a trust must be a trust company or banking
institution having substantial capital and surplus and the experience
and facilities for handling corporate trust business. In cases where,
for any reason, an individual has been appointed as trustee, a
qualified trust company or banking institution must be appointed co-
trustee.
     No change is to be made in the trustee of a listed issue
without prior notice to and approval of NASDAQ.
    Proposed Rule 5711(i)(iv)(E) states that voting rights shall be as
set forth in the prospectus.
    Proposed Rules 5711(i)(v) and (vi) describe the requirements for
Market Makers and the limitation of NASDAQ liability respecting Trust
Units (see below for a general discussion of these requirements).
    Commentary .01 to proposed Rule 5711(i) states that NASDAQ requires
that Members provide to all purchasers of newly issued Trust Units a
prospectus for the series of Trust Units.
    Commentary .02 to proposed Rule 5711(i) states that transactions in
Trust Units will occur during the trading hours specified in NASDAQ
Rule 4120.
    Commentary .03 to proposed Rule 5711(i) states that NASDAQ will
file separate proposals under Section 19(b) of the Act before listing
and trading separate and distinct Trust Units designated on different
underlying investments, commodities, assets and/or portfolios.
    The proposed rule change relating to Trust Units is based on
NYSEArca Equities Rule 8.500.
Managed Trust Securities
    Proposed Rule 5711(j) would adopt listing standards for Managed
Trust Securities. Under proposed Rule 5711(j)(i), NASDAQ will consider
for

trading, whether by listing or pursuant to unlisted trading privileges,
Managed Trust Securities that meet the criteria of the proposed Rule.
Proposed Rule 5711(j)(ii) states that the proposed Rule would apply
only to Managed Trust Securities. Managed Trust Securities are included
within the definition of ``security'' or ``securities'' as such terms
are used in the Bylaws and Rules of NASDAQ.
Description
    Proposed Rule 5711(j)(iii)(A) defines the term ``Managed Trust
Securities'' to mean, unless the context otherwise requires, a security
that is registered under the Securities Act of 1933, as amended, and
which (1) is issued by a Trust that is a commodity pool as defined in
the Commodity Exchange Act and regulations thereunder, and that is
managed by a commodity pool operator registered with the Commodity
Futures Trading Commission, and which holds long and/or short positions
in exchange-traded futures contracts and/or certain currency forward
contracts selected by the Trust's advisor consistent with the Trust's
investment objectives, which will only include, exchange-traded futures
contracts involving commodities, currencies, stock indices, fixed
income indices, interest rates and sovereign, private and mortgage or
asset backed debt instruments, and/or forward contracts on specified
currencies, each as disclosed in the Trust's prospectus as such may be
amended from time to time; and (2) is issued and redeemed continuously
in specified aggregate amounts at the next applicable net asset value.
    Proposed Rule 5711(j)(iii) also includes the following definitions
concerning Managed Trust Securities:
     Disclosed Portfolio. Under proposed Rule 5711(j)(iii)(B),
the term ``Disclosed Portfolio'' means the identities and quantities of
the securities and other assets held by the Trust that will form the
basis for the Trust's calculation of net asset value at the end of the
business day.
     Intraday Indicative Value. Under proposed Rule
5711(j)(iii)(C), the term ``Intraday Indicative Value'' is the
estimated indicative value of a Managed Trust Security based on current
information regarding the value of the securities and other assets in
the Disclosed Portfolio.
     Reporting Authority. Under proposed Rule 5711(j)(iii)(D),
the term ``Reporting Authority'' in respect of a particular series of
Managed Trust Securities means NASDAQ, an institution, or a reporting
or information service designated by NASDAQ or by the Trust or the
exchange that lists a particular series of Managed Trust Securities (if
NASDAQ is trading such series pursuant to unlisted trading privileges)
as the official source for calculating and reporting information
relating to such series, including, but not limited to, the Intraday
Indicative Value; the Disclosed Portfolio; the amount of any cash
distribution to holders of Managed Trust Securities, net asset value,
or other information relating to the issuance, redemption or trading of
Managed Trust Securities. A series of Managed Trust Securities may have
more than one Reporting Authority, each having different functions.
    Proposed Rule 5711(j)(iv) states that NASDAQ may trade, either by
listing or pursuant to unlisted trading privileges, Managed Trust
Securities based on the underlying portfolio of exchange-traded futures
and/or certain currency forward contracts described in the related
prospectus. Each issue of Managed Trust Securities shall be designated
as a separate trust or series and shall be identified by a unique
symbol.
Initial Listing Standards
    Under proposed Rule 5711(j)(v)(A), Managed Trust Securities will be
listed and traded on NASDAQ subject to application of the following
initial listing criteria:
     NASDAQ will establish a minimum number of Managed Trust
Securities required to be outstanding at the time of commencement of
trading on NASDAQ.
     NASDAQ will obtain a representation from the issuer of
each series of Managed Trust Securities that the net asset value per
share for the series will be calculated daily and that the net asset
value and the Disclosed Portfolio will be made available to all market
participants at the same time.
Continued Listing Standards
    Under proposed Rule 5711(j)(v)(B), each series of Managed Trust
Securities will be listed and traded on NASDAQ subject to application
of the following continued listing criteria:
     The Intraday Indicative Value for Managed Trust Securities
will be widely disseminated by one or more major market data vendors at
least every 15 seconds during the time when the Managed Trust
Securities trade on NASDAQ.
     The Disclosed Portfolio will be disseminated at least once
daily and will be made available to all market participants at the same
time.
     The Reporting Authority that provides the Disclosed
Portfolio must implement and maintain, or be subject to, procedures
designed to prevent the use and dissemination of material non-public
information regarding the actual components of the portfolio.
    Under proposed Rule 5711(j)(v)(B)(3), NASDAQ will consider the
suspension of trading in or removal from listing of a series of Managed
Trust Securities under any of the following circumstances:
     If, following the initial twelve-month period beginning
upon the commencement of trading of the Managed Trust Securities: (A)
The Trust has fewer than 50,000 Managed Trust Securities issued and
outstanding; (B) the market value of all Managed Trust Securities
issued and outstanding is less than $1,000,000; or (C) there are fewer
than 50 record and/or beneficial holders of Managed Trust Securities
for 30 consecutive trading days;
     If the Intraday Indicative Value for the Trust is no
longer calculated or available or the Disclosed Portfolio is not made
available to all market participants at the same time;
     If the Trust issuing the Managed Trust Securities has
failed to file any filings required by the Securities and Exchange
Commission or if NASDAQ is aware that the Trust is not in compliance
with the conditions of any exemptive order or no-action relief granted
by the Securities and Exchange Commission to the Trust with respect to
the series of Managed Trust Securities; or
     If such other event shall occur or condition exists which
in the opinion of NASDAQ makes further dealings on NASDAQ inadvisable.
Trading Halts
    Proposed Rule 5711(j)(v)(B)(4) states that, if the Intraday
Indicative Value of a series of Managed Trust Securities is not being
disseminated as required, NASDAQ may halt trading during the day in
which the interruption to the dissemination of the Intraday Indicative
Value occurs. If the interruption to the dissemination of the Intraday
Indicative Value persists past the trading day in which it occurred,
NASDAQ will halt trading no later than the beginning of the trading day
following the interruption. If a series of Managed Trust Securities is
trading on NASDAQ pursuant to unlisted trading privileges, NASDAQ will
halt trading in that series as specified in Rule 4120(a) or (b) as
applicable. In addition, if NASDAQ becomes aware that the net asset
value or the Disclosed Portfolio with respect to a series of Managed
Trust Securities is not disseminated to all market participants at the
same time, it will halt trading in such series until such time as the
net asset value or the Disclosed

Portfolio is available to all market participants.
    Proposed Rule 5711(j)(v)(B)(5) states that upon termination of a
Trust, NASDAQ requires that Managed Trust Securities issued in
connection with such Trust be removed from NASDAQ listing. A Trust will
terminate in accordance with the provisions of the Trust prospectus.
    Proposed Rule 5711(j)(v)(C) states that the term of the Trust shall
be as stated in the prospectus. However, a Trust may be terminated
under such earlier circumstances as may be specified in the Trust
prospectus.
    Proposed Rule 5711(j)(v)(D) would state that the following
requirements apply to the trustee of a Trust:
     The trustee of a Trust must be a trust company or banking
institution having substantial capital and surplus and the experience
and facilities for handling corporate trust business. In cases where,
for any reason, an individual has been appointed as trustee, a
qualified trust company or banking institution must be appointed co-
trustee.
     No change is to be made in the trustee of a listed issue
without prior notice to and approval of NASDAQ.
    Proposed Rule 5711(j)(v)(E) states that voting rights shall be as
set forth in the applicable Trust prospectus.
    Proposed Rules 5711(j)(vi) and (vii) describe the regulatory
requirements for registered Market Makers in Managed Trust Securities,
and the limitation of NASDAQ liability respecting Managed Trust
Securities (see below for a general discussion of these requirements).
    Proposed Rule 5711(j)(viii) states that NASDAQ will file separate
proposals under Section 19(b) of the Act before listing and trading
separate and distinct Managed Trust Securities.
    In addition to the above, the Commentary to proposed Rule 5711(j)
includes the following provisions:
    Commentary .01 to proposed Rule 5711(j) states that NASDAQ requires
that Members provide all purchasers of newly issued Managed Trust
Securities a prospectus for the series of Managed Trust Securities.
    Commentary .02 to proposed Rule 5711(j) states that transactions in
Managed Trust Securities will occur during the trading hours specified
in Rule 4120.
    Commentary .03 to proposed Rule 5711(j) states that NASDAQ's rules
governing the trading of equity securities apply.
    Commentary .04 to proposed Rule 5711(j) states that NASDAQ will
implement written surveillance procedures for Managed Trust Securities.
    Commentary .05 to proposed Rule 5711(j) states that if the Trust's
advisor is affiliated with a broker-dealer, the broker-dealer shall
erect a ``fire wall'' around the personnel who have access to
information concerning changes and adjustments to the Disclosed
Portfolio. Personnel who make decisions on the Trust's portfolio
composition must be subject to procedures designed to prevent the use
and dissemination of material nonpublic information regarding the
applicable Trust portfolio.
    The proposed rule change relating to Managed Trust Securities is
based on NYSEArca Equities Rule 8.700.
Currency Warrants
    Proposed Rule 5711(k) would govern the listing of Currency
Warrants. Under proposed Rule 5711(k)(i), the listing of Currency
Warrant issues is considered on a case-by-case basis. Currency Warrant
issues will be evaluated for listing against the following criteria:
Initial Listing Standards
    Proposed Rule 5711(k)(i)(A) requires the warrant issuer to have a
minimum tangible net worth in excess of $250,000,000 and otherwise to
exceed substantially the earnings requirements set forth in Rule
5405(b).\13\ In the alternative, the warrant issuer will be expected to
have a minimum tangible net worth of $150,000,000 and otherwise to
exceed substantially the earnings requirements set forth in Rule
5405(b), and not to have issued warrants where the original issue price
of all the issuer's currency warrant offerings (combined with currency
warrant offerings of the issuer's affiliates) listed on a national
securities exchange or traded through the facilities of NASDAQ exceeds
25% of the warrant issuer's net worth.
---------------------------------------------------------------------------

    \13\ Rule 5405(b) sets forth initial listing standards for
primary equity securities.
---------------------------------------------------------------------------

    Proposed Rule 5711(k)(i)(B) states that the term must be one to
five years from date of issuance.
    Proposed Rule 5711(k)(i)(C) requires that there must be a minimum
public distribution of 1,000,000 warrants together with a minimum of
400 public holders, and an aggregate market value of $4,000,000. In the
alternative, there must be a minimum public distribution of 2,000,000
warrants together with a minimum number of public warrant holders
determined on a case by case basis, an aggregate market value of
$12,000,000 and an initial warrant price of $6.
    Under proposed Rule 5711(k)(i)(D), the warrants will be cash
settled in U.S. dollars.
    Under proposed Rule 5711(k)(i)(E), all currency warrants must
include in their terms provisions specifying the time by which all
exercise notices must be submitted, and that all unexercised warrants
that are in the money will be automatically exercised on their
expiration date or on or promptly following the date on which such
warrants are delisted by NASDAQ (if such warrant issue has not been
listed on another organized securities market in the United States).
    Under proposed Rule 5711(k)(ii), NASDAQ will file separate
proposals under Section 19(b) of the Act before listing and trading
separate and distinct Currency Warrants.
Regulatory Matters
    Proposed Rule 5711(k)(iii) describes regulatory matters applicable
to Currency Warrants. Specifically:
     No Member shall accept an order from a customer to
purchase or sell a Currency Warrant unless the customer's account has
been approved for options trading pursuant to NOM Rules Chapter XI,
Section 7.
     Suitability. The provisions of NOM Rules Chapter XI,
Section 9 shall apply to recommendations in Currency Warrants and the
term ``option'' as used therein shall be deemed for purposes of this
Rule to include such warrants.
     Discretionary Accounts. Any account in which a Member
exercises discretion to trade in Currency Warrants shall be subject to
the provisions of NOM Rules, Chapter XI, Section 10 with respect to
such trading. For purposes of this Rule, the terms ``option'' and
``options contract'' as used in Chapter XI, Section 10 shall be deemed
to include Currency Warrants.
     Supervision of Accounts. NOM Rules, Chapter XI, Section 8
shall apply to all customer accounts of a Member in which transactions
in Currency Warrants are effected. The term ``option'' as used in
Chapter XI, Section 8 shall be deemed to include Currency Warrants.
     Public Customer Complaints. NOM Rules, Chapter XI, Section
24 shall apply to all public customer complaints received by a Member
regarding Currency Warrants. The term ``option'' as used in Chapter XI,
Section 24 shall be deemed to include such warrants.
     Communications with Public Customers. Members
participating in Currency Warrants shall be bound to comply with the
Communications and Disclosures rule of FINRA, as

applicable, as though such rule were part of these Rules.
Trading Halts or Suspensions
    Under proposed Rule 5711(k)(iv), trading on NASDAQ in any Currency
Warrant will be halted whenever NASDAQ deems such action appropriate in
the interests of a fair and orderly market or to protect investors.
Trading in Currency Warrants that have been the subject of a halt or
suspension by NASDAQ may resume if NASDAQ determines that the
conditions which led to the halt or suspension are no longer present,
or that the interests of a fair and orderly market are best served by a
resumption of trading.
Reporting of Warrant Positions
    Proposed Rule 5711(k)(v) would govern reporting of warrant
positions. Proposed Rule 5711(k)(v)(A) would require each Member to
file with NASDAQ a report with respect to each account in which the
Member has an interest, each account of a partner, officer, director,
or employee of such Member, and each customer account that has
established an aggregate position (whether long or short) of 100,000
warrants covering the same underlying currency, combining for purposes
of the proposed Rule: (1) Long positions in put warrants and short
positions in call warrants, and (2) short positions in put warrants
with long positions in call warrants. The report shall be in such form
as may be prescribed by NASDAQ and shall be filed no later than the
close of business on the next day following the day on which the
transaction or transactions requiring the filing of such report
occurred.
    Proposed Rule 5711(k)(v)(B) states that whenever a report shall be
required to be filed with respect to an account pursuant to the
proposed Rule, the Member filing the same must file with NASDAQ such
additional periodic reports with respect to such account as NASDAQ may
from time to time require.
    Proposed Rule 5711(k)(v)(C) states that all reports required by the
proposed Rule shall be filed with NASDAQ in such manner and form as
prescribed by NASDAQ.
    The proposed rule change relating to Currency Warrants is based on
NYSEArca Equities Rules 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.12, and
8.13.
General Provisions
    To the extent not specifically addressed in the respective proposed
rules, the following general provisions apply to all of the proposed
rules and subject securities affected by the proposed rules
(``securities''):
Information Circular
    Prior to the commencement of trading, NASDAQ will inform its
Members in an Information Circular of the special characteristics and
risks associated with trading the securities. Specifically, the
Information Circular will discuss the following: (1) The procedures for
purchases and redemptions of the securities (and/or that the securities
are not individually redeemable); (2) NASDAQ Rule 2310, which imposes
suitability obligations on NASDAQ Members with respect to recommending
transactions in the securities to customers; (3) how information
regarding the Intraday Indicative Value is disseminated; (4) the
requirement that Members deliver a prospectus to investors purchasing
newly issued securities prior to or concurrently with the confirmation
of a transaction; and (5) trading information.
    In addition, the Information Circular will advise Members, prior to
the commencement of trading, of the prospectus delivery requirements
applicable to the securities. Members purchasing securities for resale
to investors will deliver a prospectus to such investors. The
Information Circular will also discuss any exemptive, no-action and
interpretive relief granted by the Commission from any rules under the
Act.
    In addition, the Information Circular will reference that the
securities are subject to various fees and expenses described in the
registration statement. If applicable, the Information Circular will
also reference that the CFTC has regulatory jurisdiction over the
trading of futures contracts.
    The Information Circular will also disclose the trading hours of
the securities and, if applicable, the Net Asset Value (``NAV'')
calculation time for the securities. The Information Circular will
disclose that information about the securities and the corresponding
indexes, if applicable, will be publicly available on the Web site for
the securities. The Information Circular will also reference, if
applicable, the fact that there is no regulated source of last sale
information regarding physical commodities, and that the Commission has
no jurisdiction over the trading of physical commodities or futures
contracts on which the value of the securities may be based.
    The Information Circular will also reference the risks involved in
trading the securities during the Opening Process and the Post-Market
Session when an updated Intraday Indicative Value will not be
calculated or publicly disseminated and, if applicable, the risks
involved in trading the securities during the Regular Market Session
when the Intraday Indicative Value may be static or based in part on
the fluctuation of currency exchange rates when the underlying markets
have closed prior to the close of NASDAQ's Regular Market Session.
Limitation of NASDAQ Liability
    Neither NASDAQ, any agent of NASDAQ, nor the Reporting Authority
(if applicable), shall have any liability for damages, claims, losses
or expenses caused by any errors, omissions, or delays in calculating
or disseminating any applicable underlying index or asset value; the
current value of the applicable positions or interests required to be
deposited to a Trust, if applicable, in connection with issuance of the
securities; net asset value; or any other information relating to the
purchase, redemption, or trading of the securities, resulting from any
negligent act or omission by NASDAQ, any agent of NASDAQ, or the
Reporting Authority (if applicable), or any act, condition or cause
beyond the reasonable control of NASDAQ, any agent of NASDAQ, or the
Reporting Authority (if applicable), including, but not limited to, an
act of God; fire; flood; extraordinary weather conditions; war;
insurrection; riot; strike; accident; action of government;
communications or power failure; equipment or software malfunction; or
any error, omission or delay in the reports of transactions in the
applicable positions or interests.
Market Maker Accounts
    A registered Market Maker in the securities described below must
file with NASDAQ, in a manner prescribed by NASDAQ, and keep current a
list identifying all accounts for trading in:
     In the case of Commodity-Based Trust Shares, the
applicable underlying commodity, related commodity futures or options
on commodity futures, or any other related commodity derivatives, which
the registered Market Maker may have or over which it may exercise
investment discretion (``Underlying Commodities'');
     In the case of Currency Trust Shares, the applicable
underlying non-U.S. currency, options, futures or options on futures on
such currency, or any other derivatives based on such currency, which
the registered Market Maker may have or over which it may exercise
investment discretion (``Underlying Currencies'');

     In the case of Commodity Index Trust Shares, the
applicable physical commodities included in, or options, futures or
options on futures on, an index underlying an issue of Commodity Index
Trust Shares or any other derivatives based on such index or based on
any commodity included in such index, which the registered Market Maker
may have or over which it may exercise investment discretion
(``Underlying Commodity Index Assets'');
     In the case of Commodity Futures Trust Shares, the
applicable underlying commodity, related futures or options on futures,
or any other related derivatives, which the registered Market Maker may
have or over which it may exercise investment discretion (``Underlying
Commodity Futures'');
     In the case of Partnership Units, the applicable
underlying asset or commodity, related futures or options on futures,
or any other related derivatives, which the registered Market Maker may
have or over which it may exercise investment discretion (``Underlying
Partnership Unit Assets'');
     In the case of Trust Units, the applicable underlying
commodity, related commodity futures or options on commodity futures,
or any other related commodity derivatives, which the registered Market
Maker may have or over which it may exercise investment discretion
(``Underlying Trust Unit Assets''); and
     In the case of Managed Trust Securities, the underlying
commodity or applicable currency, related futures or options on
futures, or any other related derivatives, which a registered Market
Maker may have or over which it may exercise investment discretion
(``Underlying Managed Trust Assets'').
    No registered Market Maker in the above mentioned securities shall
trade in the respective Underlying Commodities, Underlying Currencies,
Underlying Commodity Index Assets, Underlying Commodity Futures,
Underlying Partnership Unit Assets, Underlying Trust Unit Assets, and/
or the Underlying Managed Trust Assets (collectively, ``Underlying
Assets'') in an account in which a market maker, directly or
indirectly, controls trading activities, or has a direct interest in
the profits or losses thereof, which has not been reported to NASDAQ.
    In addition to the existing obligations under NASDAQ rules
regarding the production of books and records (see, e.g., Rule 4625), a
registered Market Maker in the above mentioned securities is required
to make available to NASDAQ such books, records or other information
pertaining to transactions by such entity or registered or non-
registered employee affiliated with such entity for its or their own
accounts for trading the applicable Underlying Assets as may be
requested by NASDAQ.
Trading Rules
    NASDAQ deems the securities to be equity securities, thus rendering
trading in the securities subject to NASDAQ's existing rules governing
the trading of equity securities. The securities will trade on NASDAQ
from 8 a.m. to 8 p.m. E.T. NASDAQ has appropriate rules to facilitate
transactions in the securities during all trading sessions. The minimum
price increment for quoting and entry of orders in equity securities
traded on NASDAQ is $0.01, with the exception of securities that are
priced less than $1.00 for which the minimum price increment for order
entry is $0.0001.\14\
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    \14\ See, e.g., Rule 4751.
    Regulation NMS Rule 612, Minimum Pricing Increment, provides:
    a. No national securities exchange, national securities
association, alternative trading system, vendor, or broker or dealer
shall display, rank, or accept from any person a bid or offer, an
order, or an indication of interest in any NMS stock priced in an
increment smaller than $0.01 if that bid or offer, order, or
indication of interest is priced equal to or greater than $1.00 per
share.
    b. No national securities exchange, national securities
association, alternative trading system, vendor, or broker or dealer
shall display, rank, or accept from any person a bid or offer, an
order, or an indication of interest in any NMS stock priced in an
increment smaller than $0.0001 if that bid or offer, order, or
indication of interest is priced less than $1.00 per share.
    c. The Commission, by order, may exempt from the provisions of
this section, either unconditionally or on specified terms and
conditions, any person, security, quotation, or order, or any class
or classes of persons, securities, quotations, or orders, if the
Commission determines that such exemption is necessary or
appropriate in the public interest, and is consistent with the
protection of investors.
    17 CFR 242.612.
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Surveillance
    NASDAQ believes that its surveillance procedures are adequate to
address any concerns about the trading of the securities on NASDAQ.
Trading of the securities on NASDAQ will be subject to FINRA's
surveillance procedures for derivative products.\15\ NASDAQ may obtain
information via the Intermarket Surveillance Group (``ISG'') from other
exchanges who are members or affiliates of the ISG.\16\
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    \15\ FINRA surveils trading on NASDAQ pursuant to a regulatory
services agreement. NASDAQ is responsible for FINRA's performance
under this regulatory services agreement.
    \16\ For a list of the current members and affiliate members of
ISG, see www.isgportal.com.
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    In addition, to the extent that a fund invests in futures
contracts, not more than 10% of the weight of such futures contracts in
the aggregate shall consist of components whose principal trading
market is not a member of ISG or is a market with which the Exchange
does not have a comprehensive surveillance sharing agreement. NASDAQ
has a general policy prohibiting the distribution of material, non-
public information by its employees.
    As a general matter, NASDAQ has regulatory jurisdiction over its
Members and their associated persons, which includes any person or
entity controlling a Member, as well as a subsidiary or affiliate of a
Member that is in the securities business. A subsidiary or affiliate of
a Member that does business only in commodities or futures contracts
would not be subject to NASDAQ jurisdiction, but NASDAQ could obtain
information regarding the activities of such subsidiary or affiliate
through surveillance sharing agreements with regulatory organizations
of which such subsidiary or affiliate is a Member.
Trading Halts
    With respect to trading halts, in addition to the halt requirements
in the proposed rules, NASDAQ may consider all relevant factors in
exercising its discretion to halt or suspend trading in the securities.
Trading in the securities may be halted because of market conditions or
for reasons that, in the view of NASDAQ, make trading in the securities
inadvisable. These may include: (1) The extent to which trading in the
underlying asset or assets is not occurring; or (2) whether other
unusual conditions or circumstances detrimental to the maintenance of a
fair and orderly market are present. In addition, trading in the
securities will be subject to trading halts caused by extraordinary
market volatility pursuant to NASDAQ's ``circuit breaker'' Rule
4120(a)(11) or by the halt or suspension of the trading of the current
underlying asset or assets.
    If the applicable Intraday Indicative Value, value of the
underlying index, or the value of the underlying asset or assets (e.g.,
securities, commodities, currencies, futures contracts, or other
assets) is not being disseminated as required, NASDAQ may halt trading
during the day in which such interruption to the dissemination occurs.
If the interruption to the dissemination of the applicable Intraday
Indicative Value, value of the underlying index, or the value of the
underlying asset or assets persists past the trading day in which it
occurred, NASDAQ will halt trading no later than the beginning of the
trading day following the interruption. In addition, if NASDAQ becomes
aware that the net

asset value with respect to a series of the securities is not
disseminated to all market participants at the same time, it will halt
trading in such series until such time as the net asset value is
available to all market participants.
Suitability
    Currently, NASDAQ Rule 2310 governs Recommendations to Customers
(Suitability), Fair Dealing with Customers, Suitability Obligations to
Institutional Customers, and Direct Participation Programs.
    Prior to the commencement of trading of any inverse, leveraged, or
inverse leveraged securities, NASDAQ will inform its Members of the
suitability requirements of NASDAQ Rule 2310 in an Information
Circular. Specifically, Members will be reminded in the Information
Circular that, in recommending transactions in these securities, they
must have a reasonable basis to believe that (1) the recommendation is
suitable for a customer given reasonable inquiry concerning the
customer's investment objectives, financial situation, needs, and any
other information known by such Member, and (2) the customer can
evaluate the special characteristics, and is able to bear the financial
risks, of an investment in the securities. In connection with the
suitability obligation, the Information Circular will also provide that
members must make reasonable efforts to obtain the following
information: (1) The customer's financial status; (2) the customer's
tax status; (3) the customer's investment objectives; and (4) such
other information used or considered to be reasonable by such Member or
registered representative in making recommendations to the customer.
    In addition, FINRA has implemented increased sales practice and
customer margin requirements for FINRA members applicable to inverse,
leveraged, and inverse leveraged securities and options on such
securities, as described in FINRA Regulatory Notices 09-31 (June 2009),
09-53 (August 2009) and 09-65 (November 2009) (``FINRA Regulatory
Notices''). Members that carry customer accounts will be required to
follow the FINRA guidance set forth in the FINRA Regulatory Notices.
The Information Circular will reference the FINRA Regulatory Notices
regarding sales practice and customer margin requirements for FINRA
members applicable to inverse, leveraged, and inverse leveraged
securities and options on such securities.
    NASDAQ notes that, for such inverse, leveraged, and inverse
leveraged securities, the corresponding funds seek leveraged, inverse,
or leveraged inverse returns on a daily basis, and do not seek to
achieve their stated investment objective over a period of time greater
than one day because compounding prevents the funds from perfectly
achieving such results. Accordingly, results over periods of time
greater than one day typically will not be a leveraged multiple
(+200%), the inverse (-100%) or a leveraged inverse multiple (-200%) of
the period return of the applicable benchmark and may differ
significantly from these multiples. NASDAQ's Information Circular, as
well as the applicable registration statement, will provide information
regarding the suitability of an investment in such securities.
2. Statutory Basis
    The proposed rule change, as amended, is consistent with section
6(b) of the Act,\17\ in general, and furthers the objectives of section
6(b)(5),\18\ particularly, in that it is designed to prevent fraudulent
and manipulative acts and practices, to promote just and equitable
principles of trade, and 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.
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    \17\ 15 U.S.C. 78f(b).
    \18\ 15 U.S.C. 78f(b)(5).
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    Specifically, NASDAQ believes that the proposed rule change should
enhance depth and liquidity, and should promote narrower markets in the
subject securities. Furthermore, NASDAQ's listing requirements as
proposed herein are at least as stringent as those of any other
national securities exchange and, consequently, the proposed rule
change is consistent with the protection of investors and the public
interest.
    Additionally, the proposal is designed to prevent fraudulent and
manipulative acts and practices, as all of the proposed new products
are subject to existing NASDAQ trading rules, together with specific
requirements for registered market makers, books and record production,
surveillance procedures, suitability and prospectus requirements, and
requisite NASDAQ approvals, all set forth above.
    The proposal is also designed to promote just and equitable
principles of trade by way of initial and continued listing standards
which, if not maintained, will result in the discontinuation of trading
in the affected products. These requirements, together with the
applicable NASDAQ equity trading rules (which apply to the proposed
products), ensure that no investor would have an unfair advantage over
another respecting the trading of the subject products. On the
contrary, all investors will have the same access to, and use of,
information concerning the specific products and trading in the
specific products, all to the benefit of public customers and the
marketplace as a whole.
    Furthermore, the proposal is designed to remove impediments to and
perfect the mechanism of a free and open market and a national market
system by adopting listing standards that will lead ultimately to the
trading of the proposed new products on NASDAQ, just as they are
currently traded on other exchanges. NASDAQ believes that individuals
and entities permitted to make markets on NASDAQ in the proposed new
products should enhance competition within the mechanism of a free and
open market and a national market system, and customers and other
investors in the national market system should benefit from more depth
and liquidity in the market for the proposed new products.

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

    NASDAQ does not believe that the proposed rule change will result
in any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act, as amended.

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

    No written comments were either solicited or received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the Exchange consents, the Commission shall: (a) By order approve
or disapprove such proposed rule change, or (b) institute proceedings
to determine whether the proposed rule change should be 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_ADDRESS>Please include
File Number SR-NASDAQ-2012-013 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-2012-013. 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 Section, 100 F Street
NE., Washington, DC 20549-1090, on official business days between 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-2012-013 and should
be submitted on or before March 1, 2012.
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    \19\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\19\
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-2994 Filed 2-8-12; 8:45 am]
BILLING CODE 8011-01-P