
[Federal Register Volume 81, Number 189 (Thursday, September 29, 2016)]
[Notices]
[Pages 67019-67023]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-23490]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78912; File No. SR-NASDAQ-2016-130]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend Nasdaq's Fees at Rule 7014(f)

September 23, 2016.
    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 September 16, 2016, 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 amend the Exchange's fees at Rule 7014(f) 
to: (i) Change the criteria required to receive the rebates provided by 
the Lead Market Maker (``LMM'') Program; (ii) change the rebates 
offered by the LMM Program; and (iii) rename the program the Designated 
Liquidity Provider (``DLP'') Program, as described further below. While 
these amendments are effective upon filing, the Exchange has designated 
the proposed amendments to be operative on October 3, 2016.
    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: (i) Change the 
criteria required to receive the rebates provided by the LMM Program; 
(ii) change the rebates offered by the LMM Program; and (iii) rename 
the program the Designated Liquidity Provider Program.
    The LMM Program is designed to provide incentives to market makers 
to make markets in certain exchange-traded products (``ETPs''). To 
achieve this goal, Nasdaq provides credits to a designated LMM for 
execution of a Qualified Security. Under Rule 7014(f)(1), a Qualified 
Security is defined as an exchange-traded fund or index-linked security 
listed on Nasdaq pursuant to Nasdaq Rules 5705 (Exchange Traded Funds: 
Portfolio Depository Receipts and Index Fund Shares), 5710 (Securities 
Linked to the Performance of Indexes and Commodities, Including 
Currencies), 5720 (Trust Issued Receipts), 5735 (Managed Fund Shares), 
or 5745 (NextShares), and it must have at least one LMM.
    An LMM is a registered Nasdaq market maker for a Qualified Security 
that has committed to maintain minimum performance standards. An LMM is 
selected by Nasdaq based on several factors including, but not limited 
to, experience with making markets in exchange-traded funds and index-
linked securities, adequacy of capital, willingness to promote Nasdaq 
as a marketplace, issuer preference, operational capacity, support 
personnel, and history of adherence to Nasdaq rules and securities 
laws. Nasdaq may limit the number of LMMs in a security, or modify a 
previously established limit, upon prior written notice to members.
    Rule 7014(f)(4) sets forth the criteria required, and the rebates 
and reduced fees provided, by the LMM Program. Currently, there are 
three tiers based on the amount of time an LMM is at the national best 
bid and offer (``NBBO''). Specifically, if an LMM is above 15% to 20% 
at the NBBO, it qualifies for: (i) A Displayed Liquidity Rebate (for 
executions $1 per share and above) of $0.0040 per executed share; (ii) 
a Displayed Liquidity Rebate (for executions less than $1 per share) of 
$0.0000 per executed share; and (iii) a maximum fee of $0.0005 per 
executed share for participation in the Halt, Opening, and Closing 
Crosses.\3\ If an LMM is above 20% to 50% at the NBBO, it qualifies 
for: (i) A Displayed Liquidity Rebate (for executions $1 per share and 
above) of $0.0043 per executed share; (ii) a Displayed Liquidity Rebate 
(for executions less than $1 per share) of $0.0000 per executed share; 
and (iii) a maximum fee of $0.0000 per executed share for participation 
in the Halt, Opening, and Closing Crosses. Last, if an LMM is above 50% 
at the NBBO, it qualifies for: (i) A Displayed Liquidity Rebate (for 
executions $1 per share and above) of $0.0046 per executed share; (ii) 
a Displayed Liquidity Rebate (for executions less than $1 per share) of 
$0.0000 per executed share; and (iii) a maximum fee of $0.0000 per 
executed share for participation in the Halt, Opening, and Closing 
Crosses.
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    \3\ A member participating in the Halt Cross would otherwise be 
assessed a fee of $0.0010 per share executed (see Rule 7018(f)). A 
member participating in the Opening Cross would otherwise be 
assessed a fee of no less than $0.0008 per share executed (see Rule 
7018(e)). A member participating in the Closing Cross would 
otherwise be assessed a fee of no less than $0.0008 per share 
executed (see Rule 7018(d)).
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    The Exchange is proposing to amend the rebates and criteria under 
the program to also take into consideration certain characteristics of 
the individual ETP.

[[Page 67020]]

First Change
    The purpose of the first change is to amend the criteria required 
to receive the rebates provided by the LMM Program to better align the 
behavior required to qualify for rebates with the nature of the rebates 
provided. Specifically, in lieu of the current criteria, the Exchange 
is proposing to require all LMMs, which will be renamed DLPs as part of 
this filing and will be noted as such when discussed below,\4\ to be at 
the NBBO at least 20% of the time in the assigned ETP in any given 
month in order to qualify for a Basic Rebate. In order to receive New 
Product Support Initiatives [sic], discussed below, a DLP must be at 
the NBBO at least 20% of the time in the assigned ETP in any given 
month, the ETP itself must have a three month average daily volume 
(``ADV'') \5\ of less than 500,000, and the ETP must be less than 36 
months old. Thus, not only must the DLP contribute to market quality in 
the ETP by quoting at the NBBO, but the ETP itself must have relatively 
low volume. Last, to be eligible for new Additional Tape C ETP 
Incentives, discussed below, the average time the DLP is at the NBBO 
for each assigned ETP must average at least 20%, and the average 
liquidity provided by the DLP for each assigned ETP must average at 
least 5% of the liquidity provided on Nasdaq in the respective ETP.\6\
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    \4\ As discussed in detail below, the Exchange is proposing to 
rename the LMM program as the Designated Liquidity Provider program. 
As a consequence, LMMs will be renamed DLPs. For purposes of this 
filing, the use of the term DLP is synonymous with the term LMM.
    \5\ The Exchange is defining average daily volume, for purposes 
of the DLP Program, to mean the total consolidated volume reported 
to all consolidated transaction reporting plans, for each individual 
security, by all exchanges and trade reporting facilities during a 
month divided by the number of trading days during the month. If a 
security is not listed for a full month, the number of trading days 
will only include the days in which the security is listed.
    \6\ For example, assume a DLP has 20 assignments. If a DLP 
quotes at the NBBO 50% of the time in 10 of the ETPs and in the 
remaining 10 ETPs quotes at the NBBO 40% of the time, the average 
for the purposes of this calculation will be 45%. Nasdaq will 
calculate the liquidity provided by the DLP as a percent of 
liquidity provided in each assigned ETP on Nasdaq. Nasdaq will then 
average these percentages across symbols. For example, if the DLP is 
10% of the added liquidity in 10 of the ETPs and 4% of the added 
liquidity in the remaining 10 ETPs the average for this calculation 
will be 7%. In this instance the DLP will have met the criteria on 
average for the additional incentive, even though it failed to meet 
the criteria for all 20 ETPs individually.
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Second Change
    The purpose of the second change is to modify the incentives 
provided by the program. As discussed above, the Exchange currently 
provides rebates and reduced fees if an LMM meets the minimum criteria 
of a tier. In lieu of the current incentives, the Exchange is adopting 
three new incentives that it believes are more targeted to improving 
market quality in ETPs.
    First, the Exchange is proposing to provide Basic Rebates to DLPs 
that qualify under the proposed ``Basic Rebates'' criteria of being at 
the NBBO at least 20% of the time on average in any given month in a 
particular ETP. The Basic Rebates are available for each of a DLP's 
assigned ETPs that it qualified for under the performance criteria. The 
Basic Rebates vary based on the level of ADV the ETP has in a given 
month. Specifically, a DLP will receive: (i) A rebate of $0.0047 per 
executed share of displayed liquidity in an ETP that has ADV less than 
500,000 during the month; (ii) a rebate of $0.0042 per executed share 
of displayed liquidity in an ETP that has ADV between 500,000 and 5 
million during the month; and (iii) a rebate of $0.0036 per executed 
share of displayed liquidity in an ETP that has ADV greater than 5 
million during the month. Thus, the new rebate schedule takes into 
consideration the nature of the market in the individual ETP, with the 
Exchange providing the greatest incentive to DLPs to participate in the 
program in ETPs that have the lowest volumes.
    Second, the Exchange is proposing New Product Support Incentives to 
incentivize DLPs to support trading in newly-launched ETPs.\7\ The New 
Product Support Incentives are provided in lieu of the Basic Rebates. 
Like the Basic Rebates, the New Product Support Initiatives [sic] are 
only available in the assigned ETPs that the DLP qualifies for under 
the New Product Support Incentives performance criteria. The proposed 
incentives are based on the length of time since the ETP was 
launched,\8\ providing declining levels of rebate as the ETP matures. 
In particular, the Exchange is proposing to offer to all DLPs that 
qualify under the New Product Support Incentives criteria a rebate of 
$0.0070 per executed share of displayed liquidity in the ETP in a 
newly-launched ETP with ADV less than 500,000 up to 12 months from the 
ETP's product inception date, a rebate of $0.0065 per executed share of 
displayed liquidity in the ETP for the period 12 to 24 months from the 
product inception date, and a rebate of $0.0055 per executed share of 
displayed liquidity in the ETP for the period 24 to 36 months from the 
product inception date. For purposes of calculating the number of 
months under the rule, the first partial month an ETP is launched will 
count as one month.
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    \7\ Because the New Product Support Incentives implicates Rule 
102 of Regulation M, the Commission is separately considering a 
limited, conditional exemption for issuers whose securities are 
subject to the New Product Support Initiative [sic].
    \8\ The Exchange considers an ETP's launch date to be the 
inception date of the ETP. For example, if an ETP launched on August 
17, 2016, then the ETP is considered a new product with a fund 
inception date of August 17, 2016. Nasdaq will offer an enhanced 
rebate of ($0.0070) on the ETP up through July 2017 (assuming the 
ADV threshold requirement of the New Product Support Incentives was 
not breached).
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    Third, the Exchange is proposing Additional Tape C ETP incentives. 
Specifically, the Exchange is proposing to offer DLPs that qualify 
under the Additional Tape C ETP Incentive criteria three tiers of 
rebates for each displayed share that adds liquidity in Tape C ETPs 
that meet the criteria of Rule 7014(f)(1)(A).\9\ These rebates are 
provided in addition to other rebates or fees provided under Rules 7018 
and 7014, including the proposed Basic Rebates or New Product Support 
Incentives. Eligibility for each tier is based on the number of ETPs 
the DLP is assigned under the program. Specifically, an eligible DLP 
that has at least 10 ETPs assigned to them during a given month will 
receive a rebate of $0.0003 per share executed in a Tape C ETP. An 
eligible DLP that has at least 25 assigned ETPs will receive a rebate 
of $0.0004 per share executed in a Tape C ETP in lieu of the $0.0003 
per share executed rebate. An eligible DLP that has at least 50 
assigned ETPs will receive a rebate of $0.0005 per share executed in a 
Tape C ETP in lieu of the $0.0003 and $0.0004 per share executed 
rebates. Thus, the Exchange is providing incentive to members to 
participate as DLPs in a significant number of ETPs.
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    \9\ Rule 7014(f)(1)(A) sets forth the ETPs that may be included 
in the program.
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    The Exchange is also providing a DLP that qualifies under the 
Additional Tape C ETP Incentive criteria yet has fewer than 10 ETPs 
assigned to them the ability to qualify for a $0.0001 per share 
executed rebate in Tape C ETPs that meet the criteria of Rule 
7014(f)(1)(A) if it increases the number of ETPs for which it is a DLP 
by 100%. A DLP is only eligible for the first 100% increase and will 
not receive additional $0.0001 per share executed rebates for 
subsequent 100% increases to the number of assigned ETPs. For example, 
if an existing DLP has three assigned ETPs and thereafter is approved 
as a DLP for three additional ETPs, the DLP

[[Page 67021]]

would receive an additional $0.0001 per share executed rebate for each 
displayed share that adds liquidity in a Tape C ETP that meets the 
criteria of Rule 7014(f)(1)(A). A new DLP will be considered a 100% 
increase and also receive the one-time $0.0001 per share executed 
rebate in Tape C ETPs that meets the criteria of Rule 7014(f)(1)(A) in 
the DLP Program upon receiving their first ETP assignment. Thus, a 
newly-approved DLP will receive the additional $0.0001 per share 
executed rebate in Tape C ETPs as described above when it is initially 
assigned an ETP under the DLP Program if the total number of ETPs 
assigned is less than ten, but the newly-approved DLP would not be 
eligible for additional $0.0001 per share executed rebates for 
subsequent 100% increases to the number of assigned ETPs.
Third Change
    The purpose of the third change is to change the name of the 
program. The Lead Market Maker Program had previously been named the 
Designated Liquidity Provider Program. In 2015, the Exchange changed 
the name of the program to the Lead Market Maker program and, 
accordingly, changed references to ``Designated Liquidity Providers'' 
and ``DLPs'' to ``Lead Market Makers'' and ``LMMs,'' respectively.\10\ 
At the time, the Exchange noted that the term Lead Market Maker was 
more descriptive of who was eligible for the program (i.e., market 
makers), as opposed to a Designated Liquidity Provider, which could 
lead a market participant to believe that any market participant was 
eligible to qualify for the program. After receiving industry feedback, 
the Exchange now believes that the name Designated Liquidity Provider 
is, in fact, not confusing to market participants. Moreover, the 
Exchange notes that the rule explicitly defines an LMM (now DLP) as a 
``registered Nasdaq market maker.'' \11\ Consequently, Nasdaq is 
changing the name of the program back to the ``Designated Liquidity 
Provider Program.'' As was the case when the Exchange renamed the 
program in 2015, the proposed change in the program's name and 
terminology does not impact the operation of the program.\12\
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    \10\ See Securities Exchange Act Release No. 75389 (July 8, 
2015), 80 FR 41133 (July 14, 2015) (SR-NASDAQ-2015-071).
    \11\ See Rule 7014(f)(2).
    \12\ Supra note 10.
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2. Statutory Basis

    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\13\ in general, and furthers the objectives of 
Sections 6(b)(4) and 6(b)(5) of the Act,\14\ 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 the Exchange 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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    \13\ 15 U.S.C. 78f(b).
    \14\ 15 U.S.C. 78f(b)(4) and (5).
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First Change
    The Exchange believes that amending the criteria required for a DLP 
to be eligible for the rebates by better aligning the behavior required 
to qualify for rebates with the nature of the rebates provided is 
reasonable because the Exchange must from time to time assess the 
effectiveness of the incentives it provides to market participants in 
return for the beneficial behavior required to receive the incentive. 
In this case, the Exchange is amending the program to include more 
targeted incentives and is applying not only the current NBBO-based 
criteria, but also other measures of beneficial market participation 
and ETP market quality. Specifically, the Exchange is applying an 
average daily volume standard to determine if an ETP qualifies for the 
New Product Support Incentives, which ties the availability of the 
incentive to a certain relatively low level of ADV thus ensuring that 
the ETP's market quality needs improvement. As used in the DLP Program, 
ADV is, for each individual security, the total consolidated volume 
reported to all consolidated transaction reporting plans by all 
exchanges and trade reporting facilities during a month divided by the 
number of trading days during the month.
    The Exchange is also applying a measure of average liquidity 
provided in the DLP's assigned ETPs to qualify for the Additional Tape 
C ETP Incentives, which requires the DLP to, on average, provide at 
least 5% of the liquidity provided on Nasdaq in their assigned ETPs. 
The Exchange believes that the proposed ETP liquidity criteria of the 
Additional Tape C ETP Incentive tier ensures that the DLP is providing 
an adequate level of liquidity in an ETP in addition to quoting at the 
NBBO in all of its assigned ETPs at an average at least 20% of the time 
in each ETP.
    The Exchange believes that the proposed eligibility criteria are an 
equitable allocation and are not unfairly discriminatory because the 
Exchange will apply the same criteria to all DLPs. The Exchange also 
believes that the proposed eligibility criteria are an equitable 
allocation and are not unfairly discriminatory among Exchange members 
because any member may become a market maker and take the steps 
necessary to also become a DLP, including meeting the proposed minimum 
criteria under Rule 7014(f)(4). The DLP Program is limited to Exchange 
market makers because of their unique role in the markets, including 
their obligation to provide liquidity in the securities in which they 
are registered.\15\ Thus, the DLP Program is a further extension of the 
market maker's role in providing liquidity in specific securities, to 
the benefit of all market participants.
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    \15\ See Rule 4613 for a description of Exchange market maker 
obligations.
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Second Change
    The Exchange believes that the proposed new rebates are reasonable 
because they are better designed to provide incentives to DLPs to 
improve the market in ETPs that are in need of improved market quality. 
With respect to the Basic Rebates, the Exchange is providing three 
tiers of rebates, ranging from $0.0036 to $0.0047 per executed share of 
displayed liquidity in the ETP. The current Displayed Liquidity Rebate 
(for executions $1 per share and above) ranges from $0.0040 to $0.0046 
per share executed. Thus, the levels of the rebates currently offered 
and proposed are comparable.
    The Exchange believes that the proposed rebates provided under the 
New Product Support Incentives are reasonable because they provide 
significant incentive in return for critical support of new ETPs. 
Generally, new ETPs launch with low volume, yet improve significantly 
over time. Low volume leads to less liquid markets for participants 
seeking to transact in these newly-listed securities. Consequently, the 
Exchange is proposing to provide incentives that decrease over time, 
beginning with a rebate to qualifying DLPs of $0.0070 during the first 
twelve months post ETP launch, $0.0065

[[Page 67022]]

during the second twelve-month period, and $0.0055 for the third 
twelve-month period. The Exchange believes that these graduated rebates 
will provide adequate incentive to DLPs to support trading in new ETPs 
until they have reached a level of maturity where such support is not 
needed.
    The Exchange believes that the proposed Additional Tape C ETP 
rebates are reasonable because they provide additional incentive to 
DLPs to register in ETPs. Increasing the number of DLPs that any given 
ETP has will improve market quality in the ETP, since DLPs have 
performance requirements designed to improve market quality in the 
assigned ETP. The rebates are tied to the number of ETPs a DLP that 
meets the proposed eligibility criteria under Rule 7014(f)(4) is 
assigned, increasing in conjunction with the number of assigned ETPs. 
Moreover, the Exchange is providing a one-time $0.0001 per executed 
share rebate in Tape C ETPs to both existing and newly-approved DLPs 
that have less than ten ETPs assigned, but increase the number of ETPs 
assigned by 100%. The Exchange believes that this one-time rebate may 
provide incentive to DLPs to increase the number of ETPs assigned 
significantly, and also incentivize market makers who are not DLPs to 
participate in the program thereby promoting greater participation in 
the program to the benefit of all market participants transacting in 
the DLP Program ETPs.
    The Exchange believes that all of the proposed rebates are an 
equitable allocation and are not unfairly discriminatory because the 
Exchange will provide the same rebate to all similarly situated DLPs. 
The Exchange believes that limiting securities eligible for the program 
to ETPs that are new or have relatively low volumes is an equitable 
allocation and is not unfairly discriminatory because these securities 
are the most in need of improved market quality. Moreover, the New 
Product Support Incentives are reduced over time as the ETP matures and 
the market in the ETP improves, eventually ending 36 months after the 
ETPs inception date. Thus, the New Product Support Incentives are of 
limited duration, with the ETPs eligible for New Product Support 
Incentives treated like other ETPs of the DLP Program once they reach 
the 36 month from product inception limit of these incentives. The 
Exchange also believes that the proposed rebates are an equitable 
allocation and are not unfairly discriminatory among Exchange members 
because, as noted above, any member may become an Exchange market maker 
and take the steps necessary to also become a DLP, including meeting 
the proposed minimum criteria under Rule 7014(f)(4). As noted above, 
the DLP Program is limited to Exchange market makers because of their 
unique role in the markets, including their obligation to provide 
liquidity in the securities that they are registered in. Thus, the DLP 
Program is a further extension of the market maker's role in providing 
liquidity in specific securities.
Third Change
    The Exchange believes that the proposed change in the name of the 
program and its terminology further perfects the mechanism of a free 
and open market and a national market system, and, in general, promotes 
public interest because it reverts the program to its long-standing 
former name and terminology. As noted, the Exchange is making the 
change in response to industry feedback, which noted a preference for 
the prior name and terminology, and did not believe that it would be 
confusing. In support of this last point, the Exchange notes that the 
rule clearly indicates that it applies to only registered Nasdaq market 
makers. Thus, the Exchange believes that reverting the name of the 
program and its terminology is consistent with further perfecting the 
mechanism of a free and open market and a national market system.

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 Exchange is proposing to modify the 
incentives provided to market makers for participation in the DLP 
program in an effort to improve the program by providing more targeted 
incentives to improve market quality in ETPs that are in need of such 
improvement the most. The Exchange uses incentives, such as the rebates 
of the DLP program, to incentivize market participants to improve the 
market. The Exchange must, from time to time, assess the effectiveness 
of incentives and adjust them when they are not as effective as the 
Exchange believes they could be. Moreover, the Exchange is ultimately 
limited in the amount of rebates it may offer. The proposed new 
criteria and incentives are reflective of such an analysis.
    The Exchange notes that participation in the DLP program is 
entirely voluntary and, to the extent that registered market makers 
determine that the rebates are not in line with the level of market-
improving behavior the Exchange requires, a DLP may elect to deregister 
as such with no penalty. The Exchange notes that it is raising the 
minimum criteria required for a DLP to receive a rebate under the 
program, and thus there is a risk that a DLP may not qualify for any of 
the incentives under the amended program if it provides the same level 
market participation.
    The Exchange does not believe that the change places an unnecessary 
burden on competition because the increase in the minimum criteria is 
relatively small and the level of rebate a DLP may receive is 
significantly higher in lower volume ETPs under the Basic Rebates. In 
sum, if the changes proposed herein are unattractive to market makers, 
it is likely that the Exchange will lose participation in the DLP 
program as a result. As noted above, the Exchange is continuing to 
limit eligibility for the program to Exchange market makers. The 
Exchange believes that Exchange market makers are best positioned to 
provide market improvement in DLP Program ETPs in light of their unique 
function in the markets. Moreover, any Exchange member may elect to 
take the steps necessary to become an Exchange market maker and 
therefore become eligible for the program if they choose. Thus, the 
Exchange does not believe that the proposal represents a burden on 
competition among Exchange members, or that the proposal will impair 
the ability of members or competing order execution venues to maintain 
their competitive standing in the financial markets.

[[Page 67023]]

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.\16\
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    \16\ 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 rule-comments@sec.gov. Please include 
File Number SR-NASDAQ-2016-130 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-2016-130. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NASDAQ-2016-130 and should 
be submitted on or before October 20, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\17\
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    \17\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2016-23490 Filed 9-28-16; 8:45 am]
 BILLING CODE P


