[Federal Register Volume 80, Number 179 (Wednesday, September 16, 2015)]
[Notices]
[Pages 55661-55665]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-23213]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75876; File No. SR-NASDAQ-2015-105]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend Nasdaq Rules 7014 and 7018, Pertaining to Credits, Rebates, and 
Fee Caps

September 10, 2015.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that, on September 1, 2015, 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 is proposing to amend Nasdaq Rule 7014, concerning the 
Exchange's Market Quality Incentive Programs, and Nasdaq Rule 7018, 
governing fees and credits assessed for execution and routing of 
securities.
    The text of the proposed rule change is available at 
nasdaq.cchwallstreet.com at Nasdaq 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, Nasdaq included statements 
concerning the purpose of, and basis for, the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of those statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant parts of such 
statements.

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

1. Purpose
    Nasdaq is proposing to amend Rule 7014 to increase a rebate it 
provides under the NBBO Program. Currently, the Exchange provides a 
rebate per share executed with respect to all other displayed orders 
(other than Designated Retail Orders, as defined in Rule 7018) in 
securities priced at $1 or more per share that provide liquidity and 
establish the NBBO. The rebate is in addition to any rebate or credit 
payable under Rule 7018(a) and the ISP and QMM Program under Rule 7014. 
To qualify for a $0.0004 per share executed rebate in New York Stock 
Exchange (``NYSE'')-listed securities (``Tape A'') or a $0.0002 per 
share executed rebate in Nasdaq-listed securities (``Tape C'') and in 
securities listed on exchanges other than Nasdaq and NYSE (``Tape B'') 
(collectively, the ``Tapes''), a member firm must either (1) execute 
shares of liquidity provided in all securities through one or more of 
its Nasdaq Market Center MPIDs that represents 0.5% or more of 
Consolidated Volume \3\ during the month, or (2) add NOM Market Maker 
liquidity, as defined in Chapter XV, Section 2 of the Nasdaq

[[Page 55662]]

Options Market rules, in Penny Pilot Options and/or Non-Penny Pilot 
Options above 0.90% of total industry customer equity and ETF option 
ADV contracts per day in a month. The Exchange is proposing to increase 
the rebate available in Tape B securities from $0.0002 per share 
executed to $0.0004 per share executed.
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    \3\ Consolidated Volume is defined as the total consolidated 
volume reported to all consolidated transaction reporting plans by 
all exchanges and trade reporting facilities during a month in 
equity securities, excluding executed orders with a size of less 
than one round lot. For purposes of calculating Consolidated Volume 
and the extent of a member's trading activity, expressed as a 
percentage of or ratio to Consolidated Volume, the date of the 
annual reconstitution of the Russell Investments Indexes shall be 
excluded from both total Consolidated Volume and the member's 
trading activity. See Rule 7018(a).
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    Nasdaq also proposes to amend Rule 7018 to add a new credit tier 
for certain displayed quotes and orders, modify qualification criteria 
that a member firm must meet to receive certain credits under the rule, 
eliminate a credit provided for displayed Designated Retail Orders 
(``DRO''),\4\ eliminate certain fee caps applied to Orders that employ 
the DOT and LIST Order routing strategies, and decrease the charge 
assessed for a LIST Order in a security listing on a venue other than 
Nasdaq or NYSE.
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    \4\ A Designated Retail Order is an agency or riskless principal 
order that meets the criteria of FINRA Rule 5320.03 and that 
originates from a natural person and is submitted to Nasdaq by a 
member that designates it pursuant to this rule, 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. See Rule 7018.
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    The Exchange is proposing to add a new credit of $0.0030 per share 
executed for displayed quotes and orders (other than Supplemental 
Orders or Designated Retail Orders) that provide liquidity under Rules 
7018(a)(1), (2) and (3). To qualify for the credit, a member firm must 
have shares of liquidity provided in all securities through one or more 
of its Nasdaq Market Center MPIDs that represent 0.575% or more of 
Consolidated Volume during the month, including shares of liquidity 
provided with respect to securities that are listed on exchanges other 
than Nasdaq or NYSE that represent 0.15% or more of Consolidated 
Volume.
    The Exchange is proposing to modify the criteria required to 
receive a credit for non-displayed orders (other than Supplemental 
Orders) that provide liquidity. Currently, the Exchange provides a 
$0.0025 per share executed credit for midpoint orders if the member 
firm provides an average daily volume of 5 million or more shares 
through midpoint orders during the month and either adds Customer \5\ 
and/or Professional \6\ liquidity in Penny Pilot Options \7\ and/or 
Non- Penny Pilot Options \8\ of 1.40% or more of national customer 
volume in multiply-listed equity and ETF options classes in a month as 
pursuant to Chapter XV, Section 2 of the Nasdaq Options Market 
(``NOM'') rules or adds 8 million shares of non-displayed liquidity 
(excluding RPI Orders). The Exchange provides this credit in Tape C 
securities under Rule 7018(a)(1), in Tape A securities under Rule 
7018(a)(2) and in Tape B securities under Rule 7018(a)(3). The Exchange 
is proposing to eliminate the criteria that the member firm either adds 
Customer and/or Professional liquidity in Penny Pilot Options and/or 
Non-Penny Pilot Options of 1.40% or more of national customer volume in 
multiply-listed equity and ETF options classes in a month as pursuant 
to Chapter XV, Section 2 of the NOM rules applied to each of the Tapes 
under Rules 7018(a)(1)-(3). The Exchange is also proposing to delete 
superfluous text concerning exclusion of RPI Orders \9\ from counting 
toward the remaining requirement that the member firm add at least 8 
million shares of non-displayed liquidity. The Exchange notes that the 
RPI program, which was adopted as a pilot program to attract retail 
order flow to the Exchange and allow such order flow to receive 
potential price improvement, expired on December 31, 2014 \10\ and 
therefore rendered the exclusion under Rules 7018(a)(1)-(3) moot.
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    \5\ As defined by NASDAQ Options Rules, Chapter XV.
    \6\ Id.
    \7\ The Penny Pilot allows market participants to quote in penny 
increments in certain series of option classes and is designed to 
narrow the average quoted spreads in all classes in the Pilot, which 
may result in customers and other market participants to trade 
options at better prices. See NASDAQ Options Rules, Chapter XV, Sec. 
2(1).
    \8\ Id.
    \9\ RPI Order, or Retail Price Improvement Order, was defined by 
former Nasdaq Rule 4780(a)(3) as an order 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.
    \10\ See Securities Exchange Act Release No. 73182 (September 
23, 2014), 79 FR 57995 (September 26, 2014) (SR-NASDAQ-2014-094) 
(extending the pilot program through December 31, 2014); see also 
Securities Exchange Act Release No. 75252 (June 22, 2015), 80 FR 
36865 (June 26, 2015) (SR-NASDAQ-2015-024) (removing rule text 
relating to the expired pilot).
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    The Exchange is also proposing to eliminate the $0.0033 per share 
executed credit provided to member firms for displayed DROs for each of 
the Tapes under Rules 7018(a)(1)-(3). In a related change, the Exchange 
is eliminating the criteria a member firm must satisfy to receive a 
$0.0034 per share executed credit provided to member firms for 
displayed DROs in securities of each of the Tapes under Rules 
7018(a)(1)-(3). Currently, to receive the $0.0034 per share executed 
credit a member firm must add Customer and/or Professional liquidity in 
Penny Pilot Options and/or Non- Penny Pilot Options of 1.40% or more of 
national customer volume in multiply-listed equity and ETF options 
classes in a month as pursuant to Chapter XV, Section 2 of the Nasdaq 
Options Market rules. As a consequence of the two proposed changes to 
these credits, a member firm that would have qualified for the $0.0033 
per share executed credit will now instead qualify for a higher per 
share executed credit.
    The Exchange is proposing to eliminate certain fee caps under Rule 
7018 as well. Currently, under Rule 7018(a)(2) the Exchange assesses a 
charge of $0.0015 per share executed for DOT or LIST Orders in Tape A 
securities that execute in the NYSE opening or re-opening process, but 
limits the charge assessed member firms to no more than $5,000 per 
month when combined with the LIST orders that execute in the NYSEArca 
and NYSEAmex opening or re-opening process if member adds Customer and/
or Professional liquidity in Penny Pilot Options and/or Non-Penny Pilot 
Options of 1.40% or more of national customer volume in multiply-listed 
equity and ETF options classes in a month as pursuant to Chapter XV, 
Section 2 of the Nasdaq Options Market Rules. The Exchange is 
eliminating the language concerning the cap and the criteria required 
to qualify for the fee cap.
    The Exchange is also proposing to eliminate the fee caps applied to 
charges for LIST Orders in Tape B securities that execute in the 
NYSEArca and NYSEAmex opening or re-opening processes under Rule 
7018(a)(3). Under the rule, such orders are assessed a charge of 
$0.0005 per share executed. Currently, the Exchange limits the total 
charges assessed a member firm for all LIST Orders that execute in the 
NYSEArca opening or re-opening process, to no more than $10,000 per 
month. The Exchange is proposing to eliminate this fee cap. In 
addition, the Exchange provides a second fee cap under the rule. This 
fee cap limits the total charges assessed for LIST Orders in Tape B 
securities that execute in the NYSEArca and NYSEAmex opening or re-
opening processes when combined with DOT or LIST orders that execute in 
the NYSE opening process or reopening process to no more than $5,000 
per month. To be eligible for this fee cap, a member firm must add 
Customer and/or Professional liquidity in Penny Pilot Options and/or 
Non-Penny Pilot Options of 1.40% or more of national customer volume in 
multiply-listed equity and ETF options classes in a month as pursuant 
to Chapter XV,

[[Page 55663]]

Section 2 of the Nasdaq Options Market Rules. The Exchange is proposing 
to eliminate this fee cap. As a consequence of these two changes, 
member firms will be assessed the $0.0005 per share executed charge for 
every share executed in the opening or re-opening processes of NYSEArca 
and NYSEAmex.
    Lastly, the Exchange is proposing to decrease a charge assessed for 
LIST Orders that executes in the NYSEArca closing process. Currently, 
Nasdaq assesses a charge of $0.0010 per share executed for a LIST Order 
that executes in the NYSEArca closing process. The Exchange is 
proposing to reduce the charge from $0.0010 per share executed to 
$0.0005 per share executed.
2. Statutory Basis
    Nasdaq believes that the proposed rule change is consistent with 
the provisions of Section 6 of the Act,\11\ in general, and with 
Sections 6(b)(4) and 6(b)(5) of the Act,\12\ 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 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; and are not designed to 
permit unfair discrimination between customers, issuers, brokers, or 
dealers.
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    \11\ 15 U.S.C. 78f.
    \12\ 15 U.S.C. 78f(b)(4) and (5).
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    The Exchange believes that the proposed change to amend Rule 
7014(g) is reasonable because it provides an opportunity for members 
that qualify to receive a higher per share executed rebate for all 
other displayed orders (other than Designated Retail Orders, as defined 
in Rule 7018) in Tape B securities priced at $1 or more per share that 
provide liquidity and establish the NBBO. Thus the rebate provides 
incentive to members to provide aggressively priced orders in Tape B 
securities that improve the market by setting the NBBO. Increasing the 
Tape B rebate is reflective of the Exchange's desire to improve the 
market on Nasdaq in Tape B securities in terms of setting the NBBO, 
which is currently not as robust as price setting in non-Tape B 
securities. Nasdaq believes the proposed change is equitable and not 
unfairly discriminatory because the $0.0004 per share executed rebate 
under the NBBO Program is available to all members on an equal basis 
and provides a rebate for activity that improves the Exchange's market 
quality through increased activity and by encouraging the setting of 
the NBBO. In this regard, the NBBO Program encourages higher levels of 
liquidity provision into the price discovery process and is consistent 
with the overall goals of enhancing market quality.
    Nasdaq believes that the proposed new credit of $0.0030 per share 
executed provided to a member firm for displayed quotes and orders 
(other than Supplemental Orders or Designated Retail Orders) is 
reasonable because it provides incentive to member firms to improve the 
market for all participants by requiring certain levels of monthly 
Consolidated Volume in shares of liquidity provided in all securities 
through one or more of its Nasdaq Market Center MPIDs. A significant 
level of the required Consolidated Volume must be in shares of 
liquidity provided with respect to securities that are listed on 
exchanges other than Nasdaq or NYSE. As a consequence, the Exchange is 
both providing an incentive to member firms to improve the market in 
terms of liquidity in securities of all Tapes with an additional 
requirement that a certain amount of that liquidity be in Tape B 
securities, the levels of which Nasdaq has determined to increase 
relative to securities of the other Tapes on Nasdaq. Such improvement 
liquidity generally benefits the investing public. Nasdaq believes that 
the proposed change is consistent with an equitable allocation of fees 
and is not unfairly discriminatory because the Exchange will provide 
the credit to any member firm that qualifies under the criteria. In 
addition, the Exchange notes that the proposed change is consistent 
with the Exchange's approach of providing credits in return for certain 
market-improving activity that benefits all market participants.
    Nasdaq believes that the proposed changes to the criteria required 
to receive a $0.0025 per share executed credit for midpoint orders 
under Nasdaq Rules 7018(a)(1)-(3) are reasonable because the Exchange 
has determined that removing the criteria may better promote the use of 
midpoint and non-displayed orders on the Exchange, which provide 
market-improving liquidity to all market participants. The Exchange 
believes that the removal of the rule text referencing RPI Orders is 
reasonable because there is no longer an RPI program on Nasdaq. 
Consequently, removing the text will help avoid any market participant 
confusion created by referencing a now-defunct program. The Exchange 
also believes that these proposed changes are equitable and not 
unfairly discriminatory because they will be applied uniformly to all 
market participants and to securities of all three Tapes. As such, all 
member firms transacting in midpoint orders will have the opportunity 
to receive the credit, regardless of their participation on NOM.
    The Exchange believes the proposed changes to the credits provided 
for displayed DROs under Rules 7018(a)(1)-(3) are reasonable because 
they eliminate a lower credit, which did not have qualification 
criteria, and eliminate the criteria needed to qualify for a higher 
credit. As such, the proposed changes have the effect of increasing the 
credit provided to a member firm entering displayed DROs that would not 
have qualified under the deleted qualification criteria. Making the 
higher credit available to all market participants may encourage more 
activity in DROs, thus increasing the level of retail order liquidity 
available in Nasdaq. Retail orders are likely to reflect long-term 
investment intentions and therefore promote price discovery and dampen 
volatility to the benefit of all market participants. The change is 
consistent with an equitable allocation of fees and is not unfairly 
discriminatory because it broadens the availability of credit used as a 
means to encourage greater retail participation in Nasdaq. Because the 
presence of retail orders in the Nasdaq market has the potential to 
benefit all market participants, it is therefore equitable and not 
unfairly discriminatory to provide financial incentives with respect to 
such orders. Lastly, the Exchange believes that these proposed changes 
are equitable and not unfairly discriminatory because all members that 
add displayed DROs will receive a higher credit than under the current 
rule, which was previously only available if a member firm also 
provided certain levels of volume on NOM.
    The Exchange believes that the proposed elimination of the fee caps 
applicable to DOT and LIST Orders participating in the opening or re-
opening processes of the exchanges under Rules 7018(a)(2)-(3) are 
reasonable because Nasdaq has determined that restricting fee liability 
for DOT and LIST orders is not warranted at this time. The Exchange 
notes that it incurs fees in routing DOT and LIST orders for execution 
and,

[[Page 55664]]

consequently, Nasdaq does not recapture those fees from routing DOT and 
LIST orders once a member firm qualifies for the cap. Therefore, 
elimination of the fee caps will help the Exchange recapture some of 
the costs it incurs routing DOT and LIST orders, while maintaining the 
relatively low charge for use of Nasdaq's routing functionality. 
Moreover, the Exchange has determined that the market in DOT and LIST 
Orders is sufficiently robust to not warrant a capped fee. The Exchange 
also believes that the proposed elimination of the fee caps is 
equitable and not unfairly discriminatory because all member firms that 
enter DOT or LIST orders that participate in the opening or re-opening 
processes of NYSE, NYSEArca and NYSEAmex will be assessed a per share 
executed charge for all such orders executed thereon.
    The Exchange believes the proposed reduction in the charge assessed 
for LIST Orders that execute in the NYSEArca closing process is 
reasonable because the Exchange has determined to provide an additional 
incentive, in the form of a reduced charge, to member firms to enter 
LIST Orders on the Exchange that receive execution in the NYSEArca 
closing process. The Exchange also believes that the proposed reduction 
in the charge assessed for LIST Orders that execute in the NYSEArca 
closing process is equitable and not unfairly discriminatory because 
all members that enter LIST Orders NYSEArca-listed securities that are 
executed in the NYSEArca closing process will receive the lower charge. 
The Exchange notes that, although it currently charges a higher rate 
for LIST Orders in NYSEAmex securities that execute in the NYSEAmex 
closing process, it believes the proposed fee does not discriminate 
unfairly because the Exchange is providing incentive to market 
participants to improve the market on Nasdaq in LIST Orders in NYSEArca 
securities. The Exchange notes that LIST orders may provide liquidity 
to Nasdaq prior to executing in the closing cross of another exchange, 
thereby improving liquidity on Nasdaq.
    Finally, 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. In such 
an environment, Nasdaq must continually adjust its fees to remain 
competitive with other exchanges and with alternative trading systems 
that have been exempted from compliance with the statutory standards 
applicable to exchanges. Nasdaq believes that the proposed rule change 
reflects this competitive environment because it is designed, in part, 
to increase credits and reduce charges for members that enhance the 
quality of Nasdaq's market.

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

    Nasdaq does not believe that the proposed rule changes will result 
in any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act, as amended.\13\ 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 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 in 
response, and because market participants may readily adjust their 
order routing practices. [sic]
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    \13\ 15 U.S.C. 78f(b)(8).
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    With regard to the proposed changes, the Exchange is increasing a 
rebate in an effort to improve market quality. Similarly, the Exchange 
is providing a new credit to incentivize member firms to add liquidity 
in the market. Such changes may foster competition among exchanges and 
other market venues to provide similar incentives, which would benefit 
all market participants. The Exchange notes that it is eliminating fee 
caps, which the Exchange has determined is not economically warranted 
at this juncture. As a consequence, member firms will pay for all 
executed shares under the respective charges and not for a limited 
number. The Exchange is also effectively reducing requirements to 
receive certain credits and reduced fees in an effort to make such 
reduced fees and credits more attainable, which in turn would improve 
the market to the extent more member firms meet the remaining criteria 
required to receive such reduced fees and credits. The Exchange must 
weigh the costs of offering incentives to market participants against 
the desired benefit the Exchange seeks to achieve. To the extent these 
incentives achieve these goals, the Exchange may from time to time 
adjust the level of incentive to pare back the level of incentive. 
Conversely, to the extent the incentive is not effective, the Exchange 
may increase the incentive or adopt an alternative incentive. Such 
changes are reflective of robust competition among exchanges and other 
market venues. In sum, if the changes proposed herein are unattractive 
to market participants it is likely that Nasdaq will lose market share 
as a result. As such, the Exchange does not believe the proposed 
changes will place a burden on competition.

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)(ii) of the Act.\14\ 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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    \14\ 15 U.S.C. 78s(b)(3)(A)(ii).
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IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NASDAQ-2015-105 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.
    All submissions should refer to File Number SR-NASDAQ-2015-105. 
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

[[Page 55665]]

amendments, all written statements with respect to the proposed rule 
change that are filed with the Commission, and all written 
communications relating to the proposed rule change between the 
Commission and any person, other than those that may be withheld from 
the public in accordance with the provisions of 5 U.S.C. 552, will be 
available for Web site viewing and printing in the Commission's Public 
Reference Room, 100 F Street NE., Washington, DC 20549, on official 
business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of 
such filing will also 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-2015-105 and should be submitted on or before 
October 7, 2015.
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    \15\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\15\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-23213 Filed 9-15-15; 8:45 am]
 BILLING CODE 8011-01-P