[Federal Register Volume 83, Number 13 (Friday, January 19, 2018)]
[Notices]
[Pages 2859-2862]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-00850]



[[Page 2859]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82493; File No. SR-NASDAQ-2018-001]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend Transaction Credits at Rule 7018(a)

January 12, 2018.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on January 2, 2018, The Nasdaq Stock Market LLC (``Nasdaq'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``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 a proposal to amend transaction credits at 
Rule 7018(a) to: (i) Decrease a $0.00295 per share executed credit 
provided under paragraphs (1), (2) and (3) of the Rule for displayed 
quotes/orders (other than Supplemental Orders or Designated Retail 
Orders) that provide liquidity to $0.0029; (ii) include Limit-on-Close 
Orders entered between 3:50 p.m. ET and immediately prior to 3:55 p.m. 
ET for purposes of calculating shares of liquidity to qualify for a 
credit tier provided under paragraphs (1), (2) and (3) of the Rule for 
displayed quotes/orders (other than Supplemental Orders or Designated 
Retail Orders) that provide liquidity; (iii) increase the level of 
Consolidated Volume required to receive a $0.0029 per share executed 
credit provided under paragraphs (1), (2) and (3) of the Rule for 
displayed quotes/orders (other than Supplemental Orders or Designated 
Retail Orders) that provide liquidity; and (iv) delete a $0.0029 per 
share executed credit provided under paragraphs (1), (2) and (3) of the 
Rule for displayed quotes/orders (other than Supplemental Orders or 
Designated Retail Orders) that provide liquidity.
    The text of the proposed rule change is available on the Exchange's 
website 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 Rule 7018(a) 
(the ``Rule''): (i) Decrease a $0.00295 per share executed credit 
provided under paragraphs (1), (2) and (3) of the Rule for displayed 
quotes/orders (other than Supplemental Orders or Designated Retail 
Orders) that provide liquidity to $0.0029; (ii) include Limit-on-Close 
Orders entered between 3:50 p.m. ET and immediately prior to 3:55 p.m. 
ET for purposes of calculating shares of liquidity to qualify for a 
credit tier provided under paragraphs (1), (2) and (3) of the Rule for 
displayed quotes/orders (other than Supplemental Orders or Designated 
Retail Orders) that provide liquidity; (iii) increase the level of 
Consolidated Volume \3\ required to receive a $0.0029 per share 
executed credit provided under paragraphs (1), (2) and (3) of the Rule 
for displayed quotes/orders (other than Supplemental Orders or 
Designated Retail Orders) that provide liquidity; and (iv) delete a 
$0.0029 per share executed credit provided under paragraphs (1), (2) 
and (3) of the Rule for displayed quotes/orders (other than 
Supplemental Orders or Designated Retail Orders) that provide 
liquidity. Rule 7018 sets forth the fees and credits for use of the 
order execution and routing services of Nasdaq for securities priced at 
$1 or more. Rule 7018(a)(1) sets forth the fees and credits for the 
execution and routing of orders in Nasdaq-listed securities (``Tape C 
Securities''); Rule 7018(a)(2) sets forth the fees and credits for the 
execution and routing of securities listed on the New York Stock 
Exchange LLC (``Tape A Securities''); and Rule 7018(a)(3) sets forth 
the fees and credits for the execution and routing of securities listed 
on exchanges other than Nasdaq and NYSE (``Tape B Securities'') 
(collectively, the ``Tapes''). As noted above, the Exchange is 
proposing to make identical changes to each of the related tiers for 
each of the Tapes.
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    \3\ Rule 7018(a) defines Consolidated Volume 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.''
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First Change
    The purpose of the first change is to reduce the credit provided 
for a credit tier under Rules 7018(a)(1), (2) and (3). Specifically, 
under Rules 7018(a)(1), (2) and (3) the Exchange provides a $0.00295 
per share executed credit to a member for displayed quotes/orders 
(other than Supplemental Orders or Designated Retail Orders) in Tape C, 
A and B securities, respectively, that provide liquidity. To be 
eligible to receive the credit under each of the rules, a member must 
add Customer, Professional, Firm, Non-NOM Market Maker and/or Broker-
Dealer liquidity in Penny Pilot Options and/or Non-Penny Pilot Options 
of 1.15% or more of total industry ADV in the customer clearing range 
for Equity and ETF option contracts per day in a month on The Nasdaq 
Options Market. The Exchange is proposing to reduce the credit provided 
by the credit tier under paragraphs (1), (2) and (3) to $0.0029 per 
share executed.
Second Change
    The purpose of the second change is to include Limit-on-Close 
Orders entered between 3:50 p.m. ET and immediately prior to 3:55 p.m. 
ET for purposes of calculating shares of liquidity to qualify for a 
$0.0028 per share executed credit for displayed quotes/orders (other 
than Supplemental Orders or Designated Retail Orders) that provide 
liquidity under paragraphs (1), (2) and (3) of the Rule. The credit is 
provided to a member that has shares of liquidity provided in the 
Opening and Closing Crosses, excluding Market-on-Close, Limit-on-Close, 
Market-on-Open, Limit-on-Open, Good-til-Cancelled, and Immediate-or-
Cancel orders, through one or more of its Nasdaq Market Center MPIDs 
that represent more than 0.01% of Consolidated Volume during the month. 
The Exchange is proposing to include Limit-on-Close orders entered

[[Page 2860]]

between 3:50 p.m. ET and immediately prior to 3:55 p.m. ET for purposes 
of calculating the members shares of liquidity, and therefore 
eligibility for the credit under paragraphs (1), (2) and (3) of the 
Rule. By including these Limit-on-Close orders, the credit will be more 
attainable to a member because fewer shares will be excluded from the 
shares of liquidity calculation used in comparison to the member's 
Consolidated Volume during the month. The Exchange believes that the 
proposed change may provide incentive to members to increase their 
Limit-on-Close order activity between 3:50 p.m. ET and immediately 
prior to 3:55 p.m. ET for participation in the Nasdaq Closing Cross, 
thereby reducing Imbalances,\4\ and increasing the quality of the 
cross.
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    \4\ ``Imbalance'' means the number of shares of buy or sell MOC 
or LOC Orders that cannot be matched with other MOC or LOC, or IO 
Order shares at a particular price at any given time. See Rule 
4754(a)(2).
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Third Change
    The purpose of the third change is to increase the level of 
Consolidated Volume required to receive a $0.0029 per share executed 
credit under paragraphs (1), (2) and (3) of the Rule for displayed 
quotes/orders (other than Supplemental Orders or Designated Retail 
Orders) that provide liquidity. Currently, under Rules 7018(a)(1), (2) 
and (3), the Exchange provides a $0.0029 per share executed credit to a 
member for displayed quotes/orders (other than Supplemental Orders or 
Designated Retail Orders) in Tape C, A and B securities, respectively, 
that provide liquidity. To qualify for the credit, a member must have 
shares of liquidity provided in all securities through one or more of 
its Nasdaq Market Center MPIDs that represent more than 0.30% 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 more than 0.10% of Consolidated 
Volume. The Exchange is proposing to increase the level of total 
Consolidated Volume required to qualify for the to $0.0029 per share 
executed credit tier under paragraphs (1), (2) and (3) from 0.30% to 
0.40% per month.
Fourth Change
    The purpose of the fourth change is to delete a $0.0029 per share 
executed credit provided for displayed quotes/orders (other than 
Supplemental Orders or Designated Retail Orders) that provide 
liquidity. Currently under Rules 7018(a)(1), (2) and (3), the Exchange 
provides a $0.0029 per share executed credit to a member for displayed 
quotes/orders (other than Supplemental Orders or Designated Retail 
Orders) in Tape C, A and B securities, respectively, that provide 
liquidity. To qualify for the credit, a member must have shares of 
liquidity accessed in all securities through one or more of its Nasdaq 
Market Center MPIDs representing more than 0.80% of Consolidated Volume 
during the month; provided that the member also provides a daily 
average of at least 2 million shares of liquidity in all securities 
through one or more of its Nasdaq Market Center MPIDs during the month. 
The Exchange has observed that the credit tier has not been successful 
in significantly improving market quality as very few members qualify 
for the credit tier. Accordingly, the Exchange is eliminating the 
credit tier under Rules 7018(a)(1), (2) and (3).
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\5\ in general, and furthers the objectives of Sections 
6(b)(4) and 6(b)(5) of the Act,\6\ 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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    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(4) and (5).
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First Change
    The Exchange believes that decreasing the $0.00295 per share 
executed credit under paragraphs (1), (2) and (3) of the Rule provided 
for displayed quotes/orders (other than Supplemental Orders or 
Designated Retail Orders) that provide liquidity is reasonable because 
the amount of the credit is either comparable or identical to other 
credits that the Exchange offers pursuant to Rule 7018(a), and it 
believes that the requirements are comparable to other requirements 
needed to qualify for other credits. For example, under paragraphs (1), 
(2) and (3) of the Rule the Exchange currently provides a $0.0029 per 
share executed credit to members for displayed quotes/orders (other 
than Supplemental Orders or Designated Retail Orders) that provide 
liquidity if the member has shares of liquidity provided in all 
securities through one or more of its Nasdaq Market Center MPIDs that 
represent more than 0.60% of Consolidated Volume during the month. 
Consequently, the Exchange believes that proposed credit is consistent 
with other credits offered by the Exchange and therefore reasonable.
    The Exchange believes that the amended credit will continue to be 
equitably allocated and not unfairly discriminatory. The proposed 
reduction in the credit provided is reflective of the Exchange's need 
to balance the incentives that it provides in return for the market 
improving behavior it seeks to incentivize. The Exchange notes that the 
proposed change applies to securities of all Tapes and it will apply to 
all members of Nasdaq. A member is free to determine whether the 
amended credit is adequate for it to continue NOM Market Maker and/or 
Broker-Dealer liquidity in Penny Pilot Options and/or Non- Penny Pilot 
Options required by the credit tier. As discussed above, a member has 
other opportunities to qualify for the same or similar credits based on 
different criteria.
Second Change
    The Exchange believes that the proposed change to include Limit-on-
Close Orders entered between 3:50 p.m. ET and immediately prior to 3:55 
p.m. ET for purposes of calculating shares of liquidity in a credit 
tier under paragraphs (1), (2) and (3) of the Rule provided for 
displayed quotes/orders (other than Supplemental Orders or Designated 
Retail Orders) that provide liquidity is reasonable because the 
Exchange is not changing the amount of the credit, which has been 
addressed in previous filings,\7\ and it believes that the amount of 
the credit continues to be reasonable because it remains unchanged. 
Including Limit-on-Close Orders entered between 3:50 p.m. ET and 
immediately prior to 3:55 p.m. ET for purposes of calculating shares of 
liquidity is reasonable because it provides incentive to members to 
improve the market by increasing liquidity in the Nasdaq Closing Cross. 
Moreover, the Exchange does not currently exclude Imbalance Only Orders 
from the calculation of shares of liquidity, and the Exchange believes 
that LOC Orders entered between 3:50 p.m. ET and immediately prior to 
3:55 p.m. ET provide a similar function as Imbalance Only Orders in 
that they help avoid order Imbalances and, consequently they should be 
included in the calculation of shares of liquidity.
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    \7\ 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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    The Exchange believes that proposed change to include Limit-on-
Close orders entered between 3:50 p.m. ET and

[[Page 2861]]

immediately prior to 3:55 p.m. ET for purposes of calculating shares of 
liquidity in a credit tier provided under paragraphs (1), (2) and (3) 
of the Rule for displayed quotes/orders (other than Supplemental Orders 
or Designated Retail Orders) that provide liquidity is an equitable 
allocation and is not unfairly discriminatory because the Exchange will 
apply the same credit qualification criteria to all similarly situated 
members. The Exchange recently amended Rule 4702(b)(12) to allow entry 
of LOC orders between 3:50 p.m. ET and immediately prior to 3:55 p.m. 
ET.\8\ Prior to the change, between 3:50 p.m. ET and immediately prior 
to 3:55 p.m. ET an LOC order could only be cancelled, and only if the 
member requests that Nasdaq correct a legitimate error in the Order 
(e.g., Side, Size, Symbol, or Price, or duplication of an Order). As 
described in greater detail in its proposal, the Exchange believes that 
permitting members to enter LOC orders later in the trading day 
encourages additional participation in the Nasdaq Closing Cross, 
thereby reducing Imbalances, and increasing the quality of the 
cross.\9\ The proposed change to the credit tier under paragraphs (1), 
(2) and (3) of the Rule is designed to provide incentive to members to 
enter LOCs later in the trading day by including them in the 
eligibility calculation to receive the credit.
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    \8\ See Securities Exchange Act Release No. 81930 (October 24, 
2017), 82 FR 50198 (October 30, 2017) (SR-NASDAQ-2017-107).
    \9\ Id.
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Third Change
    The Exchange believes that the proposed change to increase the 
level of Consolidated Volume to qualify for a $0.0029 per share 
executed credit provided for displayed quotes/orders (other than 
Supplemental Orders or Designated Retail Orders) that provide liquidity 
is reasonable because the Exchange is not changing the amount of the 
credit, which has been addressed in previous filings,\10\ and it 
believes that the credit continues to be reasonable because it remains 
unchanged. As discussed above, the Exchange provides other $0.0029 per 
share executed credits under paragraphs (1), (2) and (3) of the Rule.
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    \10\ See, e.g., Securities Exchange Act Release No. 64453 (May 
10, 2011), 76 FR 28252 (May 16, 2011) (SR-NASDAQ-2011-062).
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    The Exchange believes that proposed change to increase the level of 
Consolidated Volume to qualify for a $0.0029 per share executed credit 
provided for displayed quotes/orders (other than Supplemental Orders or 
Designated Retail Orders) that provide liquidity is an equitable 
allocation and is not unfairly discriminatory because the amended 
criteria will apply to all members. Specifically, increasing the 
qualification criteria of the credit will apply all members uniformly, 
with each member free to determine whether providing the increased 
level of Consolidated Volume to qualify for the credit is appropriate 
for its business. Although some members may no longer qualify for the 
credit tier based on the amended qualification criteria, the Exchange 
notes that there are other $0.0029 per share executed credits available 
for securities of all the Tapes for which a member may qualify if it 
cannot qualify under the amended credit tier qualification requirement. 
Moreover, the proposed increase in Consolidated Volume will bring the 
credit's qualification requirements closer to the next higher credit 
tier of $0.0030 per share executed, which is provided to members that 
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 0.10% or more of Consolidated 
Volume. Accordingly, the Exchange believes that the proposed change is 
an equitable allocation and is not unfairly discriminatory.
Fourth Change
    Elimination of the $0.0029 per share executed credit provided to a 
member for displayed quotes/orders (other than Supplemental Orders or 
Designated Retail Orders) that provide liquidity in securities of each 
of the Tapes is reasonable because the credit has been unsuccessful at 
providing an incentive to members and in turn it has not provided a 
significant improvement to market quality on Nasdaq. Consequently, the 
Exchange believes that it should eliminate the credit to focus its 
limited funds on other incentives to improve market quality. The 
Exchange notes that members will continue to have the opportunity to 
qualify for credits of $0.0029 per share executed in securities of each 
of the Tapes. Accordingly, the Exchange believes eliminating this 
credit is reasonable.
    The Exchange believes that elimination of the $0.0029 per share 
executed credit provided to a member for displayed quotes/orders (other 
than Supplemental Orders or Designated Retail Orders) that provide 
liquidity in securities of each of the Tapes is an equitable allocation 
and is not unfairly discriminatory because it has been ineffective at 
significantly improving market quality as very few members qualify for 
the credit. Consequently, the credit is no longer needed. As noted 
above, the Exchange has limited funds to apply toward incentives, and 
although an incentive may not significantly achieve its goal of 
improving market quality, it may nonetheless result in a cost to the 
Exchange. Eliminating the credit will allow the Exchange deploy its 
limited funds to incentives in securities or other areas designed to 
improve market quality. Members will continue to have the opportunity 
to receive the same or similar rebates based on similar criteria as 
required by the tier that is being eliminated. For example, the 
Exchange provides a credit of $0.0025 per share executed to a member 
for displayed quotes/orders (other than Supplemental Orders or 
Designated Retail Orders) that provide liquidity if the member has 
shares of liquidity accessed in all securities through one or more of 
its Nasdaq Market Center MPIDs representing more than 0.45% of 
Consolidated Volume during the month; provided that the member also 
provides a daily average of at least 2 million shares of liquidity in 
all securities through one or more of its Nasdaq Market Center MPIDs 
during the month. Accordingly, the Exchange believes that eliminating 
the credit is an equitable allocation and is not unfairly 
discriminatory.

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 and credits 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 credits in 
response, and because market participants may readily adjust their 
order routing practices, the Exchange believes that the degree to which 
fee and credit changes in this

[[Page 2862]]

market may impose any burden on competition is extremely limited.
    In this instance, the proposed changes to the credits available to 
members for execution of securities in securities of all three Tapes do 
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 is 
proposing to decrease the amount of credit provided, increase the 
qualification requirement to receive a credit, eliminate a credit that 
has been unsuccessful at improving market quality significantly, and 
ease the criteria of a credit in an effort to improve market quality in 
the Nasdaq Closing Cross. These changes are reflective of the 
Exchange's need to balance the incentives that it provides in return 
for the market improving behavior it seeks to incentivize. As discussed 
above, the Exchange has limited funds to apply toward incentives, and 
therefore must adjust the amount of credit provided, change credit tier 
qualification criteria, and in some cases discontinue credits 
altogether, to ensure that it has applied those limited funds most 
efficiently.
    In sum, if the changes proposed herein are unattractive to market 
participants, it is likely that the Exchange will lose market share as 
a result. Accordingly, the Exchange 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.

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.\11\
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    \11\ 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-2018-001 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-2018-001. 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 website (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 website 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-2018-001, and should be submitted 
on or before February 9, 2018.
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    \12\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-00850 Filed 1-18-18; 8:45 am]
 BILLING CODE 8011-01-P