[Federal Register Volume 82, Number 221 (Friday, November 17, 2017)]
[Notices]
[Pages 54457-54460]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-24934]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82062; File No. SR-NASDAQ-2017-119]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend Rule 7014

November 13, 2017.
    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, 2017, 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, 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

    The Exchange proposes to (1) change the volume requirement for 
purposes of determining eligibility for a transaction fee under the 
Qualified Market Maker Program; and (2) eliminate one of the tiers of 
the Nasdaq Growth Program.
    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, 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 the proposed rule change is to amend the Exchange's 
transaction fees at Rule 7014 to (1) change the volume requirement for 
purposes of determining eligibility for a transaction fee under the 
Qualified Market Maker (``QMM'') Program; and (2) eliminate one of the 
tiers of the Nasdaq Growth Program.
QMM Program
    A QMM is a member that makes a significant contribution to market 
quality by providing liquidity at the national best bid and offer 
(``NBBO'') in a large number of stocks for a significant portion of the 
day.\3\ In addition, the member must avoid imposing the burdens on 
Nasdaq and its market participants that may be associated with 
excessive rates of entry of orders away from the inside and/or order 
cancellation. The designation reflects the QMM's commitment to provide 
meaningful and consistent support to market quality and price discovery 
by extensive quoting at the NBBO in a large number of securities. In 
return for its contributions, certain financial benefits are provided 
to a QMM with respect to its order activity, as described under Rule 
7014(e). For example, Nasdaq will provide QMMs 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 were for securities 
listed on the New York Stock Exchange LLC (``NYSE''), securities listed 
on exchanges other than Nasdaq and NYSE, or securities listed on 
Nasdaq.
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    \3\ See Rule 7014(d).
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    Nasdaq also charges QMMs a lower rate for executions of orders in 
securities priced at $1 or more per share that access liquidity on the 
Nasdaq Market Center.\4\ Under Rule 7014(e), the Exchange charges a QMM 
$0.0030 per share executed for removing liquidity on Nasdaq in Nasdaq-
listed securities priced at $1 or more. The Exchange also charges a QMM 
$0.00295 per share executed for removing liquidity on Nasdaq in 
securities priced at $1 or more per share that are listed on exchanges 
other than Nasdaq, if the QMM's volume of liquidity added through one 
or more of its Nasdaq Market Center MPIDs during the month (as a 
percentage of Consolidated Volume) is not less than 0.80%.\5\ For a QMM 
that meets the criteria of Tier 2,\6\ the Exchange assesses a charge of 
$0.0029 per share executed for removing liquidity in securities priced 
at $1 or more per share listed on exchanges other than Nasdaq if the 
QMM has a combined Consolidated Volume (adding and removing liquidity) 
of at least 3.7%.
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    \4\ See Rule 7014(e).
    \5\ As set forth in Rule 7014(h), the term ``Consolidated 
Volume'' has the same meaning as the term has under Rule 7018(a). 
That term is defined in Rule 7018(a) to mean ``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 
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.''
    \6\ As set forth in Rule 7014(e), the QMM Tier 2 qualification 
criteria requires a QMM to execute shares of liquidity provided in 
all securities through one or more of its Nasdaq Market Center MPIDs 
that represent above 0.90% of Consolidated Volume during the month.
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    Nasdaq is now proposing to change the volume threshold needed to 
qualify for the transaction fee of $0.00295 per share executed for non-
Nasdaq-listed securities for removing liquidity on Nasdaq in securities 
priced at $1 or more. Currently, the QMM's volume of liquidity added 
through one or more of its Nasdaq Market Center MPIDs during

[[Page 54458]]

the month (as a percentage of Consolidated Volume) must be not less 
than 0.80%. Nasdaq proposes to increase this threshold to 0.85%. Nasdaq 
believes that this increased volume threshold is more closely aligned 
to the corresponding transaction fee than the current volume threshold. 
This increase is also reflective of the Exchange's desire to provide 
incentives to attract order flow to the Exchange in return for 
significant market-improving behavior. By modestly increasing the 
volume of liquidity that a QMM must add during the month in order to 
qualify for the corresponding transaction fee, this change will help 
ensure that QMMs are providing significant market-improving behavior in 
return for a reduced fee.
Nasdaq Growth Program
    Nasdaq also proposes to eliminate one of the tiers of the Nasdaq 
Growth Program (``Growth Program'').\7\ Nasdaq introduced the Growth 
Program in 2016.\8\ The purpose of the Growth Program is to provide a 
credit per share executed for members that meet certain growth 
criteria. The credit is designed to provide an incentive to members 
that do not qualify for other credits under Rule 7018 in excess of the 
Growth Program credit to increase their participation on the Exchange. 
The Growth Program provides a member either a $0.0025 per share 
executed credit in securities priced $1 or more per share, or a $0.0027 
per share executed credit in securities priced at $1 or more if the 
member meets certain criteria. The credit is provided in lieu of other 
credits provided to the member for displayed quotes/orders (other than 
Supplemental Orders or Designated Retail Orders) that provide liquidity 
under Rule 7018, if the credit under the Growth Program is greater than 
the credit attained under Rule 7018.
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    \7\ As part of this change, Nasdaq proposes to re-number Rule 
7014(j) to reflect this elimination of one of the rebate tiers.
    \8\ See Securities Exchange Act Release No. 78977 (September 29, 
2016), 81 FR 69140 (October 5, 2016) (SR-NASDAQ-2016-132).
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    Rule 7014(j) currently provides three ways in which a member may 
qualify for the $0.0025 rebate in a given month. First, the member may 
qualify for this rebate by: (i) Adding greater than 750,000 shares a 
day on average during the month through one or more of its Nasdaq 
Market Center MPIDs; and (ii) increasing its shares of liquidity 
provided through one or more of its Nasdaq Market Center MPIDs as a 
percent of Consolidated Volume by 20% versus the member's Growth 
Baseline.\9\ Second, the member may qualify for the $0.0025 rebate by: 
(i) Adding greater than 750,000 shares a day on average during the 
month through one or more of its Nasdaq Market Center MPIDs; and (ii) 
meeting the criteria set forth above (increasing its shares of 
liquidity provided through one or more of its Nasdaq Market Center 
MPIDs as a percent of Consolidated Volume by 20% versus the member's 
Growth Baseline) in the preceding month, and maintaining or increasing 
its shares of liquidity provided through one or more of its Nasdaq 
Market Center MPIDs as a percent of Consolidated Volume as compared to 
the preceding month. Third, a member may qualify for the Growth Program 
by: (i) Adding greater than 750,000 shares a day on average during the 
month through one or more of its Nasdaq Market Center MPIDs in three 
separate months; (ii) increasing its shares of liquidity provided 
through one or more of its Nasdaq Market Center MPIDs as a percent of 
Consolidated Volume by 20% versus the member's Growth Baseline in three 
separate months; and (iii) maintaining or increasing its shares of 
liquidity provided through one or more of its Nasdaq Market Center 
MPIDs as a percent of Consolidated Volume compared to the Growth 
Baseline established when the member met the criteria for the third 
month.
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    \9\ The Growth Baseline is defined as the member's shares of 
liquidity provided in all securities through one or more of its 
Nasdaq Market Center MPIDs as a percent of Consolidated Volume 
during the last month a member qualified for the Nasdaq Growth 
Program under current Rule 7014(j)(1)(B)(i) (increasing its 
Consolidated Volume by 20% versus its Growth Baseline). If a member 
has not yet qualified for a credit under this program, its August 
2016 share of liquidity provided in all securities through one or 
more of its Nasdaq Market Center MPIDs as a percent of Consolidated 
Volume will be used to establish a baseline.
    As noted above, the term ``Consolidated Volume'' has the same 
meaning for Rule 7014 as the term has under Rule 7018(a).
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    To be eligible for a $0.0027 per share executed rebate, in lieu of 
the $0.0025 per share executed rebate above, a member must (i) add at 
least 0.04% or more of Consolidated Volume during the month through 
non-displayed orders through one or more of its Nasdaq Market Center 
MPIDs; and (ii) increase its shares of liquidity provided through one 
or more of its Nasdaq Market Center MPIDs in all securities during the 
month as a percent of Consolidated Volume by at least 50% versus its 
August 2016 share of liquidity provided in all securities through one 
or more of its Nasdaq Market Center MPIDs as a percent of Consolidated 
Volume.\10\
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    \10\ As is currently the case, members that were not members of 
the Exchange in August 2016 may still qualify for the $0.0027 
rebate. For such ``new'' members, the Exchange will consider their 
share of liquidity provided in all securities in August 2016 as 
zero.
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    Nasdaq now proposes to eliminate the $0.0025 rebate and the 
criteria for determining that rebate. Members will continue [sic] 
qualify for the $0.0027 rebate if they meet the criteria for qualifying 
for that rebate, which remains unchanged.
    Nasdaq is making this change to simplify the operation of the 
Growth Program. To the extent that it is eliminating one of the rebates 
in the Growth Program, Nasdaq has determined that it is preferable to 
retain the $0.0027 rebate and its corresponding requirements. First, by 
eliminating the $0.0025 rebate, members that wish to qualify for the 
remaining $0.0027 rebate must meet the performance obligations that 
accompany that rebate, including the requirement that the member add at 
least 0.04% or more of Consolidated Volume during the month through 
non-displayed orders through one or more of its Nasdaq Market Center 
MPIDs. The purpose of the $0.0027 rebate is to incentivize firms to 
provide both displayed and non-displayed liquidity. Nasdaq notes that 
non-displayed orders generally provide improvement to the size of 
orders executed on the Exchange. As such, eliminating the $0.0025 
rebate will incentivize members to qualify for the remaining $0.0027 
rebate and to meet its corresponding requirement to add non-displayed 
size, which, among other things, will improve overall market quality on 
Nasdaq by increasing the size of executed orders.
    Second, Nasdaq notes that, unlike the $0.0025 rebate, which 
requires a member to show an increase in Consolidated Volume compared 
to the member's Growth Baseline, with each successive month maintaining 
or improving upon that baseline to continue to qualify for the rebate, 
the $0.0027 rebate requires an initial significant increase in 
Consolidated Volume compared to that member's share of liquidity 
provided in all securities in August 2016, with the member maintaining 
that level to continue receiving the $0.0027 rebate. Thus, the measure 
against which Consolidated Volume is compared remains static month to 
month under the criteria of the $0.0027 rebate, whereas it can vary 
month to month under the qualification criteria for the $0.0025 rebate. 
Nasdaq believes that members may therefore be more able to

[[Page 54459]]

satisfy the criteria to qualify for the $0.0027 rebate over successive 
months than the criteria to qualify for the $0.0025 rebate.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\11\ in general, and furthers the objectives of 
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, and is not designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers.
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    \11\ 15 U.S.C. 78f(b).
    \12\ 15 U.S.C. 78f(b)(4) and (5).
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QMM Program
    The Exchange believes that the change to the volume threshold 
needed to qualify for the $0.00295 QMM transaction fee is reasonable. 
The Exchange notes that it is not changing the amount of fees charged 
to QMMs, which have been addressed in previous filings,\13\ and 
believes that those fees continue to be reasonable because they remain 
unchanged. Nasdaq believes that the change to the volume threshold is 
reasonable because the increased volume threshold is more closely 
aligned to the corresponding $0.00295 transaction fee than the current 
volume threshold. Nasdaq also believes that this proposed change is 
reasonable because it will help ensure that QMMs are providing 
significant market-improving behavior in return for the corresponding 
fee, by modestly increasing the volume of liquidity that a QMM must add 
during the month in order to qualify for the reduced transaction fee.
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    \13\ See, e.g., Securities Exchange Act Release No. 72810 
(August 11, 2014), 79 FR 48281 (August 15, 2014) (SR-NASDAQ-2014-
078).
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    Nasdaq believes that the proposed change to the volume threshold is 
an equitable allocation and is not unfairly discriminatory because the 
Exchange will apply the same volume threshold to all members that 
otherwise qualify for the corresponding fee (e.g., the member quotes at 
the NBBO at least 25% of the time during regular market hours in an 
average of at least 1,000 securities per day during the month). The 
Exchange believes that the new volume threshold will not significantly 
impact the number of QMMs that will likely qualify for the 
corresponding transaction fee, since the new volume threshold is a 
modest increase over the current volume threshold, and members may 
always elect to qualify for the corresponding fee by adding sufficient 
liquidity to the Exchange to meet the new volume requirement. Finally, 
the QMM Program is intended to encourage members to promote price 
discovery and market quality by quoting at the NBBO for a significant 
portion of each day in a large number of securities, thereby 
benefitting Nasdaq and other investors by committing capital to support 
the execution of orders.
Growth Program
    The Exchange believes that eliminating the $0.0025 rebate tier of 
the Growth Program is reasonable. Nasdaq believes that eliminating this 
rebate tier and its corresponding requirements to qualify for that tier 
will simplify the operation of the Growth Program. To the extent that 
Nasdaq has determined to eliminate one of the current rebate tiers, 
Nasdaq believes it is reasonable to eliminate the $0.0025 rebate, 
rather than the $0.0027 rebate. By eliminating the $0.0025 rebate, 
members that wish to qualify for the remaining $0.0027 rebate must meet 
the performance obligations that accompany that rebate, including the 
requirement that the member add at least 0.04% or more of Consolidated 
Volume during the month through non-displayed orders through one or 
more of its Nasdaq Market Center MPIDs. Nasdaq notes that the $0.0027 
rebate is designed to incentivize members to add both displayed and 
non-displayed liquidity and that, among other things, non-displayed 
orders generally provide improvement to the size of orders executed on 
the Exchange. As such, eliminating the $0.0025 rebate will incentivize 
members to qualify for the remaining $0.0027 rebate and to meet its 
corresponding requirement to add non-displayed size, which will improve 
overall market quality on Nasdaq by increasing the size of executed 
orders.
    The Exchange believes that the elimination of the $0.0025 rebate 
tier is an equitable allocation and is not unfairly discriminatory. The 
$0.0025 rebate tier will be eliminated for all members. Additionally, 
all members may continue to qualify for the remaining $0.0027 rebate 
tier if they meet the qualifying criteria, e.g., the member adds at 
least 0.04% or more of Consolidated Volume during the month through 
non-displayed orders through one or more of its Nasdaq Market Center 
MPIDs. The Exchange believes that eliminating the $0.0025 rebate tier, 
while maintaining the $0.0027 rebate tier, will not significantly 
impact the number of members that will qualify for the Growth Program. 
Unlike the $0.0025 rebate, which requires a member to show an increase 
in Consolidated Volume compared to the member's Growth Baseline, with 
each successive month maintaining or improving upon that baseline to 
continue to qualify for the rebate, the $0.0027 rebate requires an 
initial significant increase in Consolidated Volume compared to that 
member's share of liquidity provided in all securities in August 2016, 
with the member maintaining that level to continue receiving the 
$0.0027 rebate. Thus, the measure against which Consolidated Volume is 
compared remains static month to month under the criteria of the 
$0.0027 rebate, whereas it can vary month to month under the 
qualification criteria for the $0.0025 rebate. Nasdaq believes that 
members may therefore be more able to satisfy the criteria to qualify 
for the $0.0027 rebate over successive months than the criteria to 
qualify for the $0.0025 rebate.

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

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act. In terms of inter-market 
competition, the Exchange 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, the Exchange 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, 
the Exchange believes that the degree to which fee changes in this 
market may impose any burden on competition is extremely limited.
    In this instance, the proposed change to the volume threshold for 
the QMM Program does not impose a burden on competition because the 
Exchange's execution services are completely voluntary and subject to 
extensive competition both from other exchanges and from off-exchange 
venues. The Exchange will apply the same new volume threshold to all 
members, and does not believe that the new volume threshold will 
significantly impact the number of QMMs that will likely qualify for 
the corresponding transaction fee, since the new volume threshold is a 
modest increase over the current

[[Page 54460]]

volume threshold, and members may always elect to qualify for the 
corresponding fee by adding sufficient liquidity to the Exchange to 
meet the new volume requirement. As such, the Exchange believes that 
the proposed volume threshold will not negatively impact who will 
qualify for the corresponding transaction fee, but will rather have a 
positive impact on overall market quality as QMMs increase their 
participation in the market to qualify for those fees. If, however, the 
Exchange is incorrect and the changes proposed herein are unattractive 
to QMMs, it is likely that Nasdaq will lose market share as a result. 
Accordingly, Nasdaq does not believe that the proposed change will 
impair the ability of members or competing order execution venues to 
maintain their competitive standing in the financial markets.
    Similarly, Nasdaq believes that the elimination of the $0.0025 
rebate tier for the Growth Program does not impose a burden on 
competition because the Exchange's execution services are completely 
voluntary and subject to extensive competition both from other 
exchanges and from off-exchange venues. Nasdaq notes that the $0.0025 
rebate tier will be eliminated for all members. Additionally, all 
members may continue to qualify for the remaining $0.0027 rebate tier 
if they meet the qualifying criteria, e.g., the member adds at least 
0.04% or more of Consolidated Volume during the month through non-
displayed orders through one or more of its Nasdaq Market Center MPIDs. 
The Exchange believes that eliminating the $0.0025 rebate tier, while 
maintaining the $0.0027 rebate tier, will not significantly impact the 
number of members that will qualify for the Growth Program. Unlike the 
$0.0025 rebate, which requires a member to show an increase in 
Consolidated Volume compared to the member's Growth Baseline, with each 
successive month maintaining or improving upon that baseline to 
continue to qualify for the rebate, the $0.0027 rebate requires an 
initial significant increase in Consolidated Volume compared to that 
member's share of liquidity provided in all securities in August 2016, 
with the member maintaining that level to continue receiving the 
$0.0027 rebate. Thus, the measure against which Consolidated Volume is 
compared remains static month to month under the criteria of the 
$0.0027 rebate, whereas it can vary month to month under the 
qualification criteria for the $0.0025 rebate. Nasdaq believes that 
members may therefore be more able to satisfy the criteria to qualify 
for the $0.0027 rebate over successive months than the criteria to 
qualify for the $0.0025 rebate. Ultimately, if members conclude that 
the qualification requirements for the remaining tier in the Growth 
Program are set too high, or the rebate too low, it is likely that the 
Exchange will realize very little benefit from the Growth Program. 
Accordingly, the Exchange does not believe that this proposed change 
will impair the ability of members or competing order execution venues 
to maintain their competitive standing in the financial markets.

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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Act.\14\
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    \14\ 15 U.S.C. 78s(b)(3)(A)(ii).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is: (i) 
Necessary or appropriate in the public interest; (ii) for the 
protection of investors; or (iii) otherwise in furtherance of the 
purposes of the Act. If the Commission takes such action, the 
Commission shall institute proceedings to determine whether the 
proposed rule should be approved or disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NASDAQ-2017-119 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-2017-119. 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. Persons submitting 
comments are cautioned that we do not redact or edit personal 
identifying information from comment submissions. You should submit 
only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NASDAQ-2017-119, and should 
be submitted on or before December 8, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\15\
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    \15\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-24934 Filed 11-16-17; 8:45 am]
 BILLING CODE 8011-01-P