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###### Securities and Exchange Commission

          - [Release No. 34-63900; File No. SR-NASDAQ-2011-026]

                    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 February 10, 2011, The NASDAQ Stock Market LLC (“NASDAQ” or the “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. NASDAQ has designated the proposed rule change as constituting a rule change under Rule 19b-4(f)(6) under the Act,[3]                                          which renders the proposal effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.                

## I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change

                    The Exchange is filing this proposed rule change to offer an additional routing option. NASDAQ proposes to implement the proposed rule change on February 22, 2011 or as soon thereafter as practicable. The text of the proposed rule change is available at                     *http://nasdaq.cchwallstreet.com/​*, at NASDAQ's principal office, and at the Commission's Public Reference Room.                

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

                    In its filing with the Commission, the 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.                          ( print page 9398)    

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

#### 1. Purpose

                    NASDAQ is amending Rule 4758, which describes its order routing processes, to add the new CART routing option. Under this routing option, the use of which is wholly voluntary, a market participant may specify that an order will route to NASDAQ OMX BX (“BX”) and NASDAQ OMX PSX (“PSX”) and then check the NASDAQ book, with any unexecuted shares posting to the NASDAQ book or cancelling, depending on the time-in-force of the order. Shares posted to the NASDAQ book are not routed out again. CART, like of all of NASDAQ's routing strategies, is designed to comply with the SEC Rule 611 and the other provisions of Regulation NMS.[4] 

The rule change also introduces fees for the CART strategy. With respect to orders executed in BX or PSX, NASDAQ will pass along the applicable fee or rebate. In the case of BX, this means that NASDAQ passes through the $0.0014 per share executed credit paid by BX to market participants when accessing liquidity, and in the case of PSX, NASDAQ passes through the fee of $0.0025 per share executed charged by PSX to market participants when accessing liquidity. CART orders that access liquidity at NASDAQ will pay the standard NASDAQ take rate of $0.0030 per share executed, and CART orders that provide liquidity after posting to the NASDAQ book will receive the rebate for which the market participant otherwise qualifies under NASDAQ's fee schedule.

#### 2. Statutory Basis

                    NASDAQ believes that the proposed rule change is consistent with the provisions of Section 6 of the Act,[5]                                          in general, and with Sections 6(b)(5) of the Act,[6]                                          in particular, in that the proposal is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, 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. The Exchange believes that the proposed routing option will accomplish those ends by providing market participants with an additional voluntary routing option that will enable them easily to access liquidity available on all of the national securities exchanges operated by The NASDAQ OMX Group. NASDAQ expects the routing strategy will benefit firms that do not employ high-frequency trading strategies under which the firm itself would rapidly access liquidity provided on the multiple venues.                

                    The rule change is also consistent with Section 6 of the Act,[7]                                          in general, and with Sections 6(b)(4) of the Act,[8]                                          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. The fees assessed for CART for routing to BX and PSX are the same as the fees and rebates that are charged and offered to NASDAQ by these exchanges, and the fees associated with accessing or providing liquidity on NASDAQ through the strategy are the same as the fees and rebates applicable to orders that access NASDAQ without using the strategy. Use of the routing option is voluntary.                

### 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. NASDAQ provides routing services in a highly competitive market in which participants may avail themselves of a wide variety of routing options offered by self-regulatory organizations, alternative trading systems, other broker-dealers, market participants' own proprietary routing systems, and service bureaus. In such an environment, system enhancements such as the changes proposed in this rule filing do not burden competition, because they can succeed in attracting order flow to NASDAQ only if they offer investors higher quality and better value than services offered by others. Encouraging competitors to provide higher quality and better value is the essence of a well-functioning competitive marketplace.

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

Written comments were neither solicited nor received.

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

                    Because the foregoing proposed rule change does not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A) of the Act [9]                                          and Rule 19b-4(f)(6) thereunder.[10] 

                    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the Act [11]                                          normally does not become operative for 30 days after the date of its filing. However, Rule 19b-4(f)(6) [12]                                          permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. NASDAQ requests that the Commission waive the 30-day operative delay because it currently has the technological changes ready to support the proposed rule change, and believes that the benefits of greater flexibility that are expected from the rule change should not be delayed. The Commission believes that accelerating the 30-day operative delay [13]                                          is consistent with the protection of investors and the public interest and designates the proposal operative upon filing.                

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.

## 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:                          ( print page 9399)    

### Electronic Comments

    - Use the Commission's Internet comment form ( http://www.sec.gov/​rules/​sro.shtml ); or                
    - Send an e-mail to rule-comments@sec.gov . Please include File Number SR-NASDAQ-2011-026 on the subject line.                

### Paper Comments

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

                    All submissions should refer to File Number SR-NASDAQ-2011-026. This file number should be included on the subject line if e-mail 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,[14]                                          all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission's Public Reference Room, 100 F Street, NE., Washington, DC 20549, on official business days between the hours of 10 a.m. and 3 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make publicly available. All submissions should refer to File Number SR-NASDAQ-2011-026 and should be submitted on or before March 10, 2011.                

                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.[15] 

Cathy H. Ahn,

Deputy Secretary.

# Footnotes

1.                             15 U.S.C. 78s(b)(1).                    
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2.                             17 CFR 240.19b-4.                    
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3.                             17 CFR 240.19b-4(f)(6).                    
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4.                             17 CFR 242.611.                    
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5.                             15 U.S.C. 78f.                    
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6.                             15 U.S.C. 78f(b)(5).                    
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7.                             15 U.S.C. 78f.                    
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8.                             15 U.S.C. 78f(b)(4).                    
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9.                             15 U.S.C. 78s(b)(3)(A).                    
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10.                             17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) requires a self-regulatory organization to give the Commission written notice of its intent to file the proposed rule change at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. NASDAQ has satisfied this requirement.                    
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11.                             17 CFR 240.19b-4(f)(6).                    
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12.                             17 CFR 240.19b-4(f)(6).                    
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13.                             For purposes only of waiving the 30-day operative delay, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation.                         *See*15 U.S.C. 78c(f).                    
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14.                             The text of the proposed rule change is available on the Commission's Web site at                         *http://www.sec.gov/​rules/​sro.shtml.*
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15.                                 17 CFR 200.30-3(a)(12).                        
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[FR Doc. 2011-3645 Filed 2-16-11; 8:45 am]

BILLING CODE 8011-01-P