[Federal Register Volume 78, Number 223 (Tuesday, November 19, 2013)]
[Notices]
[Pages 69512-69516]
[FR Doc No: 2013-27626]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-70860; File No. SR-NASDAQ-2013-138]

Self-Regulatory Organizations; The NASDAQ Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Make Modifications to Fees and Rebates Under Rules 7014 and 7018

November 13, 2013.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on November 1, 2013, The NASDAQ Stock Market LLC (``NASDAQ'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') a proposed rule change as described in Items I, II and
III below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    NASDAQ proposes to make modifications to its Qualified Market Maker
(``QMM'') and NBBO Setter Incentive pricing incentive programs under
Rule 7014 and the pricing for its Retail Price Improvement (``RPI'')
program under Rule 7018(g), and to make other changes to NASDAQ's
schedule of fees and credits applicable to execution and routing of
orders in securities priced at $1 or more per share. NASDAQ proposes to
implement the proposed rule change on November 1, 2013. The text of the
proposed rule change is available on the Exchange's Web site at http://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, NASDAQ included statements
concerning the purpose of, and basis for, the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of those statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant parts of such
statements.

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

1. Purpose

QMM and NBBO Setter Incentive Programs

    Under NASDAQ's QMM Program, a member may be designated as a QMM
with respect to one or more of its market participant identifiers
(``MPIDs'') if:
     The member is not assessed any ``Excess Order Fee'' under
Rule 7018 during the month; \3\ and
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    \3\ Rule 7018(m). In 2012, NASDAQ introduced an Excess Order
Fee, aimed at reducing inefficient order entry practices of certain
market participants that place excessive burdens on the systems of
NASDAQ and its members and that may negatively impact the usefulness
and life cycle cost of market data. In general, the determination of
whether to impose the fee on a particular MPID is made by
calculating the ratio between (i) entered orders, weighted by the
distance of the order from the NBBO, and (ii) orders that execute in
whole or in part. The fee is imposed on MPIDs that have an ``Order
Entry Ratio'' of more than 100.
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     Through such MPID the member quotes at the national best
bid or best offer (``NBBO'') at least 25% of the time during regular
market hours \4\ in an average of at least 1,000 securities per day
during the month.\5\
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    \4\ Defined as 9:30 a.m. through 4:00 p.m., or such shorter
period as may be designated by NASDAQ on a day when the securities
markets close early (such as the day after Thanksgiving).
    \5\ A member MPID is considered to be quoting at the NBBO if it
has a displayed order (other than a Designated Retail Order, as
defined in Rule 7018) at either the national best bid or the
national best offer or both the national best bid and offer. On a
daily basis, NASDAQ will determine the number of securities in which
the member satisfied the 25% NBBO requirement. To qualify for QMM
designation, the MPID must meet the requirement for an average of
1,000 securities per day over the course of the month. Thus, if a
member MPID satisfied the 25% NBBO requirement in 900 securities for
half the days in the month, and satisfied the requirement for 1,100
securities for the other days in the month, it would meet the
requirement for an average of 1,000 securities.
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    A member that is a QMM with respect to a particular MPID (a ``QMM
MPID'') is eligible to receive certain financial benefits, as fully
described in Rule 7014. One of these benefits pertains to the credits
available under NASDAQ's NBBO Setter Incentive Program. Under that
program, NASDAQ provides an enhanced liquidity provider rebate with
respect to displayed liquidity-providing orders that set the NBBO or
cause NASDAQ to join another trading center with a protected quotation
at the NBBO. The NBBO Setter Incentive credit is paid on a monthly
basis, and the amount is determined by multiplying the applicable rate
by the number of shares of displayed liquidity provided to which a
particular rate applies.\6\ Currently, a member receives an NBBO Setter
Incentive credit at a $0.0005 rate with respect to orders that qualify
for the NBBO Setter Incentive Program (i.e., displayed orders with a
size of at least one round lot that set the NBBO or join another
trading center at the NBBO) and that are entered through a QMM MPID;
provided that the QMM also has a volume of liquidity provided through
the QMM MPID (as a percentage of Consolidated Volume \7\) that exceeds
the lesser of the volume of liquidity provided through such QMM MPID
during the first month in which the MPID qualified as a QMM MPID (as a
percentage of Consolidated Volume) or 1.0% of Consolidated Volume.\8\
If a QMM does not satisfy these volume requirements, it receives an
NBBO Setter Incentive credit of $0.0002 per share executed with respect
to orders that qualify for the NBBO Setter Incentive Program.
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    \6\ The credit is in addition to any other credit for which the
member may qualify; provided, however, that if a QMM is eligible to
receive both an NBBO Setter Incentive credit and a credit under
NASDAQ's Investor Support Program, it will receive the larger of
these two credits but not both. In addition, a member is not
eligible to receive an NBBO Setter Incentive credit with respect to
a Designated Retail Order.
    \7\ ``Consolidated Volume'' means the consolidated volume
reported to all consolidated transaction reporting plans by all
exchanges and trade reporting facilities during a month.
    \8\ QMMs have also received the $0.0005 per share rate during
the first month in which an MPID becomes a QMM MPID.
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    NASDAQ is proposing to modify the program to eliminate the $0.0005
credit, such that a credit of $0.0002 per share executed would be paid
with respect to all orders entered through a QMM MPID that displayed a
quantity of at least one round lot at the time of execution and either
established the NBBO or was the first order posted on NASDAQ that had
the same price as an order posted at another trading center with a
protected quotation that established the NBBO. The change reflects
ongoing efforts to reduce costs in a period of persistent low trading
volumes.

Retail Price Improvement Program Pricing

    Under the RPI Program, a member (or a division thereof) approved by
the Exchange to participate in the program (a ``Retail Member
Organization'' or ``RMO'') may submit designated ``Retail Orders'' \9\
for the purpose of seeking

price improvement. All NASDAQ members may enter retail price
improvement orders (``RPI Orders''),\10\ a form of non-displayed orders
that are priced more aggressively than the Protected NBBO by at least
$0.001 per share, for the purpose of offering such price improvement.
RMOs may use two types of Retail Order. A Type 1 Retail Order is
eligible to execute only against RPI Orders and other orders (such as
midpoint pegged orders) that will provide price improvement. Type 2
Retail Orders interact first with available RPI Orders and other price
improving orders, and then are eligible to access non-price improving
liquidity on the NASDAQ book and to route to other trading venues if so
designated.
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    \9\ A Retail Order is defined in NASDAQ Rule 4780(a)(2) as an
agency or riskless principal order that originates from a natural
person and is submitted to Nasdaq by a Retail Member Organization,
provided that no change is made to the terms of the order with
respect to price (except in the case that a market order is changed
to a marketable limit order) or side of market and the order does
not originate from a trading algorithm or any other computerized
methodology.
    \10\ A Retail Price Improvement Order is defined in NASDAQ Rule
4780(a)(3) as consisting of non-displayed liquidity on NASDAQ that
is priced better than the Protected NBBO by at least $0.001 and that
is identified as such.
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    NASDAQ currently offers a rebate of $0.0025 per share executed to
RMOs for Retail Orders that execute against RPI Orders or other orders
providing price improvement with respect to the NBBO. NASDAQ is
proposing to reduce this rebate to $0.0005 per share executed. For RPI
Orders that provide liquidity, NASDAQ currently charges a fee of
$0.0020 per share executed, which NASDAQ proposes to reduce to $0.0010
per share executed. Other charges with respect to the program remain
unchanged. The change is designed to eliminate ``inverted'' pricing
that was introduced at the commencement of the program, under which
Retail Orders were paid a credit that exceeded the charge assessed
against RPI Orders.

Other Fee Changes

    Currently, NASDAQ provides a credit of $0.0029 per share executed
for displayed orders that provide liquidity if a member (i) has shares
of liquidity provided in all securities during the month representing
more than 0.15% of Consolidated Volume during the month, through one or
more of its Nasdaq Market Center MPIDs, and (ii) Total Volume, as
defined in Chapter XV, Section 2 of the Nasdaq Options Market (``NOM'')
rules,\11\ of 100,000 or more contracts per day executed during the
month through one or more of its NOM MPIDs. NASDAQ is proposing a new
tier under which it will also provide a credit of $0.0029 per share
executed for displayed orders that provide liquidity if a member (i)
has shares of liquidity provided in all securities during the month
representing more than 0.10% of Consolidated Volume during the month,
through one or more of its Nasdaq Market Center MPIDs, and (ii) adds
Total NOM Market Maker Volume, as defined in Chapter XV, Section 2 of
the NOM rules, of 90,000 or more contracts per day executed during the
month through one or more of its NOM MPIDs. Thus, as compared with the
current tier, the new tier would be available to members that are NOM
Market Makers and would require a lower Consolidated Volume, but would
require volume on NOM that adds liquidity.
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    \11\ ``Total Volume'' is defined as Customer, Professional,
Firm, Broker-Dealer, Non-NOM Market Maker and NOM Market Maker
volume in Penny Pilot Options and Non-Penny Pilot Options that
either adds or removes liquidity on NOM. The term ``Customer''
applies to any transaction that is identified by a Participant for
clearing in the Customer range at The Options Clearing Corporation
(``OCC'') that is not for the account of broker or dealer or for the
account of a ``Professional'' (as that term is defined in Chapter I,
Section 1(a)(48) of the NOM Rules). The term ``Professional'' means
any person or entity that (i) is not a broker or dealer in
securities, and (ii) places more than 390 orders in listed options
per day on average during a calendar month for its own beneficial
account(s) pursuant to Chapter I, Section 1(a)(48). The term ``Non-
NOM Market Maker'' means a registered market maker on another
options exchange that is not a NOM Market Maker. The term ``NOM
Market Maker'' means a Participant that has registered as a Market
Maker on NOM pursuant to Chapter VII, Section 2 of the NOM Rules,
and must also remain in good standing pursuant to Chapter VII,
Section 4 of the NOM Rules. The term ``Firm'' applies to any
transaction that is identified by a Participant for clearing in the
Firm range at OCC. The term ``Broker-Dealer'' applies to any
transaction that is not subject to any of the other transaction fees
applicable within a particular category.
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    Similarly, NASDAQ is amending an existing tier, under which NASDAQ
provides a credit of $0.0030 per share executed for displayed orders
that provide liquidity if a member (i) has shares of liquidity provided
in all securities during the month representing at least 0.45% of
Consolidated Volume during the month, through one or more of its Nasdaq
Market Center MPIDs, and (ii) qualifies for the Penny Pilot Tier 8
Customer and Professional Rebate to Add Liquidity under Chapter XV,
Section 2 of the NOM rules during the month through one or more of its
NOM MPIDs. A NOM Participant may qualify for the Tier 8 Customer and
Professional Rebate if it (i) has Total Volume of 200,000 or more
contracts per day in a month, of which 70,000 or more contracts per day
in a month are Customer and/or Professional liquidity, or (ii) adds
Customer and/or Professional liquidity of 1.00% or more of national
customer volume in multiply-listed equity and ETF options classes in a
month.\12\ NASDAQ is proposing to modify the criterion for this tier
pertaining to Consolidated Volume by reducing the required percentage
from 0.45% to 0.40%.
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    \12\ Effective November 1, 2013, NOM eliminated an additional
prong, under which a NOM Participant could qualify for Tier 8 if it
had Total Volume of 325,000 or more contracts per day in a month.
SR-NASDAQ-2013-136 (October 30, 2013).
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    As with existing tiers that require participation in both the
Nasdaq Market Center and NOM, these tiers recognize the prevalence of
trading in which members simultaneously trade different asset classes
within the same strategy. Because cash equities and options markets are
linked, with liquidity and trading patterns on one market affecting
those on the other, NASDAQ believes that pricing incentives that
encourage market participant activity in NOM also support price
discovery and liquidity provision in the Nasdaq Market Center. The
changes enhance these incentives by creating a new tier and reducing
the requirement for participation in another existing tier.
    For members trading securities listed on NASDAQ, NASDAQ currently
pays a rebate of $0.0020 per share executed for a member with shares of
liquidity provided in all securities during the month representing less
than 0.10% of Consolidated Volume, provided that the member provides a
daily average of at least 250,000 shares of liquidity in securities
listed on an exchange other than NASDAQ. Without modifying the existing
criteria, NASDAQ is proposing to make this tier also available to any
member that routes a daily average volume of at least 10,000 shares
during the month using the QDRK routing strategy. The modified tier
will also apply only to trading of securities listed on NASDAQ. QDRK is
a routing option under which orders check the System for available
shares and simultaneously route the remaining shares to destinations on
the System routing table that are not posting Protected Quotations
within the meaning of Regulation NMS.\13\ Thus, the strategy is
generally used to route to dark pools. Through the proposed change,
NASDAQ hopes to (i) encourage greater use of its router and (ii) allow
the smaller firms that generally use exchange-provided routing to
receive a higher rebate than would otherwise by the case as a means of
encouraging them to provide greater liquidity in securities listed on
NASDAQ.
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    \13\ If shares remain un-executed after routing, they are posted
on the book. Once on the book, should the order subsequently be
locked or crossed by another market center, the System will not
route the order to the locking or crossing market center.

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    Finally, NASDAQ is proposing to eliminate an existing pricing tier
for Designated Retail Orders. A Designated Retail Order is defined as
an agency or riskless principal \14\ order that originates from a
natural person and is submitted to NASDAQ by a member that designates
it pursuant to Rule 7018, provided that no change is made to the terms
of the order with respect to price or side of market and the order does
not originate from a trading algorithm or any other computerized
methodology. Currently, if a member enters Designated Retail Orders
through an MPID through which (i) at least 90% of the shares of
liquidity provided during the month are provided through Designated
Retail Orders, and (ii) the member accesses, provides, or routes shares
of liquidity that represent at least 0.10% of Consolidated Volume
during the month, the member receives a credit of $0.0034 per share
executed for Designated Retail Orders that provide liquidity if they
are displayed orders. For all other Designated Retail Orders that are
displayed orders and that provide liquidity, the credit is $0.0033 per
share executed. Under the proposed change, the $0.0034 per share
executed tier will be eliminated, so that the credit will be $0.0033
per share executed with respect to all Designated Retail Orders. In
recent months, no market participants have qualified for this tier, so
NASDAQ believes that it can be eliminated with no impact on member fees
and credits.
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    \14\ To qualify as a Designated Retail Order, a riskless
principal order must satisfy the criteria set forth in FINRA Rule
5320.03. These criteria include that that the member maintain
supervisory systems to reconstruct, in a time-sequenced manner, all
orders that are entered on a riskless principal basis; and the
member submits a report, contemporaneously with the execution of the
facilitated order, that identifies the trade as riskless principal.
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2. Statutory Basis
    NASDAQ believes that the proposed rule change is consistent with
the provisions of Section 6 of the Act,\15\ in general, and with
Sections 6(b)(4) and 6(b)(5) of the Act,\16\ in particular, in that it
provides for the equitable allocation of reasonable dues, fees and
other charges among members and issuers and other persons using any
facility or system which NASDAQ operates or controls, and is not
designed to permit unfair discrimination between customers, issuers,
brokers, or dealers.
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    \15\ 15 U.S.C. 78f.
    \16\ 15 U.S.C. 78f(b)(4) and (5).
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    The change with respect to the NBBO Setter Incentive credit paid to
QMMs is reasonable because it merely serves to limit the extent of the
incentives associated with the programs, thereby causing the credits
received by program participants to become more consistent with credits
received by members that are not participants, while maintaining an
incentive structure designed to benefit all market participants by
encouraging quoting at or near the NBBO in a wide range of securities.
NASDAQ hopes thereby to maintain the benefits associated with the
programs while reducing their costs and making the programs sustainable
in the longer term. The change is also reasonable because it does not
alter the fact that QMMs continue to be provided a discount as compared
with other members, thereby resulting in lower overall fees for QMMs.
The change is consistent with an equitable allocation of fees because
it maintains, but reduces the cost of, an incentive designed to benefit
all market participants by encouraging members to quote at the NBBO in
a significant number of securities and to allow NASDAQ to set or join
the NBBO. The change is not unfairly discriminatory because it will
make the credits received by QMMs more consistent with the credits
provided to other members, while continuing to recognize the beneficial
contributions of market participants that quote at the NBBO.
    The changes with respect to the RPI program are reasonable because
they are intended to eliminate an instance of inverted pricing. While
it may be reasonable for exchanges to invert pricing in limited
circumstances as a promotional incentive to use a new service, NASDAQ
does not believe that the Act could be construed to require inverted
pricing to be maintained indefinitely, since it results in a loss to
the Exchange on each transaction to which it applies. The proposed
credit of $0.0005 per share executed with respect to Retail Orders that
access liquidity offering price improvement is reasonable because it
will continue to result in a reduction of fees with respect to such
orders, as compared with the fees that would be charged in the absence
of the program, thereby reducing the costs of members that represent
retail customers and that take advantage of the program, and
potentially also reducing costs to the customers themselves.\17\ The
change is consistent with an equitable allocation of fees because it
will make the credit provided less disparate from the fees charged to
other market participants to access liquidity, while still serving to
encourage greater retail participation in NASDAQ. Because retail orders
are likely to reflect long-term investment intentions, they promote
price discovery and dampen volatility, and their presence in the NASDAQ
market has the potential to benefit all market participants. NASDAQ
further believes that the proposed credit is not unreasonably
discriminatory because it is offered to firms representing retail
customers without regard to the firm's trading volumes.
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    \17\ The credit is comparable to the credit paid by the New York
Stock Exchange under its Retail Liquidity Program. See http://usequities.nyx.com/markets/nyse-equities/trading-fees.
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    The proposed fee with respect to an RPI Order that provides
liquidity is reasonable because, as previously recognized by the
Commission, it reflects the fact that markets often seek to distinguish
between orders of individual retail investors and orders of
professional traders.\18\ In this instance, the RPI seeks to balance
the consideration that ``retail investors may on average be less
informed about short-term price movements . . . [than] professional
traders'' \19\ with a fee charged to liquidity providers and a program
designed to provide retail investors with price improvement and
favorable execution prices. The reduction in the fee charged is
reasonable because it will reduce charges to liquidity providers and
thereby may encourage greater use of RPI Orders to provide liquidity.
NASDAQ further believes that the fee change is equitable and not
unreasonably discriminatory because even though these orders are
charged a fee, while other liquidity providing orders are provided a
credit, the use of such orders by liquidity providers is voluntary.
Firms that believe that potential advantages of interacting with Retail
Orders outweigh the costs of price improvement and the fee charged by
NASDAQ will employ this order type. Those that do not are free to
forego involvement in the program and receive a rebate under NASDAQ's
standard price schedule when providing liquidity. Finally, however, the
change serves to reduce the disparity between the fee charged and the
credit otherwise provided, consistent with the overall goal of
eliminating inverted pricing under the RPI program.
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    \18\ Securities Exchange Act Release No. 67347 (July 3, 2012),
77 FR 40763, 40769-40680 (July 10, 2012) (SR-NYSE-2011-55; SR-
NYSEAmex-2011-84).
    \19\ Id.
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    The new tier for members active in both the NASDAQ Market Center
and NOM, as well as the modification of one of the criteria for an
existing tier, are reasonable because they reflect the

availability of a significant price reduction for members that support
liquidity on both markets. The changes are consistent with an equitable
allocation of fees because the pricing tiers require significant levels
of liquidity provision, which benefits all market participants, and
because activity in NOM also supports price discovery and liquidity
provision in the NASDAQ Market Center due to the increasing propensity
of market participants to be active in both markets and the influence
of each market on the pricing of securities in the other. Moreover, the
changes have the potential to make the applicable credits available to
a wider range of market participants by introducing an additional means
of qualification, in the case of the new tier, and reducing the
threshold for qualification, in the case of the existing tier. The
changes are not unreasonably discriminatory because market participants
may qualify for a comparable or a higher rebate through alternative
means that do not require participation in NOM, including through
existing volume-based NASDAQ Market Center tiers, the use of Designated
Retail Orders, or through a combination of qualification for volume-
based tiers and participation in the ISP.
    The change with respect to the existing tier providing a credit of
$0.0020 per share executed is reasonable because it will increase the
liquidity provider credit for an additional group of members without
restricting availability to those currently qualifying. Specifically,
the credit is currently available to members without an overall volume
requirement (i.e., those providing less than 0.10% of Consolidated
Volume), as long as they provide a daily average of at least 250,000
shares of liquidity in securities listed on an exchange other than
NASDAQ; the change would broaden availability to those that route a
daily average volume of at least 10,000 shares per day using the QDRK
routing strategy. The change is consistent with an equitable allocation
of fees because it will result in a higher credit being paid to the
smaller firms that generally use exchange-provided routing services, in
exchange for modest usage of those services. The change is not unfairly
discriminatory, because it is available to any member able to route a
volume of 10,000 shares per day, a volume level achievable by almost
any market participant.
    The change with respect to pricing for Designated Retail Orders is
reasonable because although it will eliminate the availability of a
rebate tier, NASDAQ still provides a very high rebate of $0.0033 per
share executed for Designated Retail Orders, which is higher than the
highest rebate tier available for other orders that provide liquidity
(of $0.00305 per share executed). Moreover, the change is consistent
with an equitable allocation of fees and not unfairly discriminatory
because in recent months, no market participants have qualified for the
tier. Accordingly, the change will not have an actual impact on the
credits paid to members that submit Designated Retail Orders.

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.\20\ NASDAQ notes
that it operates in a highly competitive market in which market
participants can readily favor competing venues if they deem fee levels
at a particular venue to be excessive, or rebate opportunities
available at other venues to be more favorable. In such an environment,
NASDAQ must continually adjust its fees and rebates to remain
competitive with other exchanges and with alternative trading systems
that have been exempted from compliance with the statutory standards
applicable to exchanges. Because competitors are free to modify their
own fees and rebates in response, and because market participants may
readily adjust their order routing practices, NASDAQ believes that the
degree to which fee or rebate changes in this market may impose any
burden on competition is extremely limited. In this instance, several
of the changes--specifically, the changes to tiers with respect to
members active in NASDAQ and NOM, the broadening of the $0.0020 per
share credit to members using QDRK, and the fee reduction for RPI
orders--will serve to decrease members' costs, thereby enhancing
NASDAQ's competitiveness. Moreover, although the modifications to
Designated Retail Orders, Retail Orders under the RPI program, and the
QMM and NBBO Setter Incentive programs all serve to limit the
availability of certain favorable credits, the associated programs all
remain in place and are themselves reflective of the need for exchanges
to offer significant financial incentives to attract order flow. If any
of the changes are unattractive to market participants, it is likely
that NASDAQ will lose market share as a result. Thus, NASDAQ does not
believe that the proposed changes will impair the ability of members or
competing order execution venues to maintain their competitive standing
in the financial markets.
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    \20\ 15 U.S.C. 78f(b)(8).
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C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor received.

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

    The foregoing change has become effective pursuant to Section
19(b)(3)(A) of the Act \21\ and paragraph (f) of Rule 19b-4 \22\
thereunder. At any time within 60 days of the filing of the proposed
rule change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.
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    \21\ 15 U.S.C. 78s(b)(3)(A).
    \22\ 17 CFR 240.19b-4(f).
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IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please
include File Number SR-NASDAQ-2013-138 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-2013-138. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the

Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for Web site viewing and printing in
the Commission's Public Reference Room, 100 F Street NE., Washington,
DC 20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change; the Commission does not edit
personal identifying information from submissions. You should submit
only information that you wish to make available publicly. All
submissions should refer to File Number SR-NASDAQ-2013-138 and should
be submitted on or before December 10, 2013.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\23\
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    \23\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-27626 Filed 11-18-13; 8:45 am]
BILLING CODE 8011-01-P