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Notice2026-17808

Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Exchange's Listing Fees for Exchange-Traded Products and Add a New Quality Liquidity Provider Program

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Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.

Published
September 1, 2026

Issuing agencies

Securities and Exchange Commission

Full Text

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<title>Federal Register, Volume 91 Issue 168 (Tuesday, September 1, 2026)</title>
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[Federal Register Volume 91, Number 168 (Tuesday, September 1, 2026)]
[Notices]
[Pages 56234-56244]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-17808]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-106213; File No. SR-NASDAQ-2026-068]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change 
To Amend the Exchange's Listing Fees for Exchange-Traded Products and 
Add a New Quality Liquidity Provider Program

August 27, 2026.
    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 August 18, 2026, 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 and II 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 (i) amend the Exchange's listing fees for 
exchange-traded products (``ETPs'') at Rule 5940, and (ii) add a new 
Quality Liquidity Provider (as defined below) program in Equity 7, 
Section 114(h).
    While these amendments are effective upon filing, the Exchange has 
designated the proposed amendments to be operative on September 1, 
2026.
    The text of the proposed rule change is available on the Exchange's 
website at <a href="https://listingcenter.nasdaq.com/rulebook/nasdaq/rulefilings">https://listingcenter.nasdaq.com/rulebook/nasdaq/rulefilings</a>, and at the principal office of the Exchange.

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) amend the 
Exchange's listing fees for exchange-traded products (``ETPs'') in Rule 
5940, and (ii) add a new Quality Liquidity Provider \3\ (``QLP'') 
program in Equity 7, Section 114(h). Together, these proposed changes 
are intended to create a more scalable, targeted, and effective market 
quality support structure for Nasdaq-listed ETPs that provides issuers 
with more flexibility to align their annual listing fees with service 
levels, expands participation opportunities for high performing market 
makers, and enhances incentives in lower volume Nasdaq-listed ETPs.
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    \3\ As set out in proposed paragraph (h)(2) of Equity 7, Section 
114, a ``Quality Liquidity Provider'' or ``QLP'' is a registered 
Nasdaq market maker for a Qualified Security that has committed to 
maintain minimum performance standards. A QLP shall be selected by 
Nasdaq based on factors including, but not limited to, experience 
with making markets in exchange-traded products, 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. There may only be one 
QLP per Qualified Security.
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Premier Annual Listing Fee
    Today, pursuant to Rule 5940(b)(1), the Exchange assesses most ETPs 
that are listed under Nasdaq's Rule 5700 Series a flat annual fee 
(``Standard Annual Listing Fee'') of $4,000 for each product.\4\
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    \4\ Specifically, Rule 5940(b)(1) currently applies to each 
product that is a series of Portfolio Depository Receipts (Rule 
5705(a)), Index Fund Shares (Rule 5705(b)), Managed Fund Shares 
(Rule 5735), Class ETF Shares (Rule 5703), Exchange Traded Fund 
Shares (Rule 5704), Commodity-Based Trust Shares (Rule 5711(d)), 
Currency Trust Shares (Rule 5711(e)), Commodity Index Trust Shares 
(Rule 5711(f)), Commodity Futures Trust Shares (Rule 5711(g))), 
Partnership Units (Rule 5711(h)), Trust Units (Rule 5711(i)), 
Managed Trust Shares (Rule 5711(j)), or Linked Securities (Rule 
5710) or other security listed under the Rule 5700 Series where no 
other fee schedule is specifically applicable.
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    The Exchange proposes to introduce a new ``Premier Annual Listing 
Fee'' of $50,000 per product for issuers of ETPs listed on Nasdaq under 
the Rule 5700 Series. This new Premier Annual Listing Fee will be an 
alternative to the current $4,000 Standard Annual Listing Fee. The new 
listing fee will provide issuers with access to expanded liquidity 
support services for their Nasdaq-listed ETPs, and in particular, 
eligibility for their ETPs to participate in the QLP program. As 
discussed in more detail later in this filing, the QLP program will 
provide incentives to the registered market maker of the issuer's ETP 
(i.e., the QLP) that meet performance metrics specified therein. In 
connection with this change, the Exchange proposes to rename the 
current ``All-Inclusive Annual Listing Fee'' to the ``Standard Annual 
Listing Fee.'' The fee amounts will remain unchanged for the Standard 
Annual Listing Fee. The Exchange also proposes to amend Rule 5940(b)(1) 
by specifying that the issuer of a series of Portfolio Depository 
Receipts, Index Fund Shares, Managed Fund Shares, Class ETF Shares, 
Exchange Traded Fund Shares, Commodity-Based Trust Shares, Currency 
Trust Shares, Commodity Index Trust Shares, Commodity Futures Trust 
Shares, Partnership Units, Trust Units, Managed Trust Shares, or Linked 
Securities or other security listed under the Rule 5700 Series where no 
other fee schedule is specifically applicable listed on The Nasdaq 
Global Market shall pay to Nasdaq either:

(i) a Standard Annual Listing Fee of $4,000 for each product that is 
a series of Portfolio Depository Receipts, Index Fund Shares, 
Managed Fund Shares, Class ETF Shares, Exchange Traded Fund Shares, 
Commodity-Based Trust Shares, Currency Trust Shares, Commodity Index 
Trust Shares, Commodity Futures Trust Shares, Partnership Units, 
Trust Units, Managed Trust Shares, or Linked Securities or other 
security listed under the Rule 5700 Series where no other fee 
schedule is specifically applicable; or
    (ii) for each product that is a series of Portfolio Depository 
Receipts, Index Fund Shares, Managed Fund Shares, Class ETF Shares, 
Exchange Traded Fund Shares, Commodity-Based Trust Shares, Currency 
Trust Shares, Commodity Index Trust Shares, Commodity Futures Trust 
Shares, Partnership Units, Trust Units, Managed Trust Shares, Linked 
Securities, Trust Issued Receipts, Proxy Portfolio Shares, or 
Managed Portfolio Shares only, a Premier Annual Listing Fee of 
$50,000 in order for the

[[Page 56235]]

Quality Liquidity Provider (as defined in Equity 7, Section 114(h)) 
in an issuer's Qualified Security (as defined in Equity 7, Section 
114(h)) to be eligible for the Quality Liquidity Provider Program in 
Equity 7, Section 114(h).

    The Exchange notes that the specific list of ETP types eligible for 
the Premier Annual Listing Fee under proposed sub-paragraph (b)(1)(ii) 
of Rule 5940 is intentionally narrower than the list of ETP types under 
proposed sub-paragraph (b)(1)(i) of Rule 5740, which continues to 
include (as it does today) any security listed under the Rule 5700 
Series where no other fee schedule is specifically applicable. As 
discussed under section titled ``Consistency with Regulation M'' below, 
this narrower list is designed to limit the QLP program to ETP types 
for which the Exchange believes participation does not implicate the 
concerns underlying Rule 102 of Regulation M.
    Nasdaq also proposes to permit issuers to switch between the 
Standard and Premier Annual Listing Fees mid-year as follows:
    <bullet> From Premier to Standard: Issuer will owe no additional 
listing fees but will receive no credit or offset for the difference.
    <bullet> From Standard to Premier: Issuer's listing fees will be 
prorated and credited for unused months of the Standard Annual Listing 
Fee.
    Specifically, proposed paragraph (b)(1)(ii) of Rule 5940 will 
provide that if the issuer of an ETP elects to switch from the Premier 
Annual Listing Fee to the Standard Annual Listing Fee, it will not owe 
any additional listing fee, nor shall it receive any credit or offset 
of the portion of the Premier Annual Listing Fee paid or assessed. For 
example, an issuer of an ETP paid the Premier Annual Listing Fee and 
elects to switch to the Standard Annual Listing Fee on October 21, 
2025. Its new Standard Annual Listing Fee is $4,000. Since the issuer 
of the ETP already paid a Premier Annual Listing Fee of $50,000, it 
will not owe any Standard Annual Listing Fee for that calendar year. 
However, the issuer of the ETP would not receive any further credit of 
the amount previously paid for listing (i.e., the Premier Annual 
Listing Fee) and would owe the full $4,000 Standard Annual Listing Fee 
in the following year.
    If the issuer of an ETP elects to switch from the Standard Annual 
Listing Fee to the Premier Annual Listing Fee, its Annual Listing Fees 
will be prorated based on the month of the switch. Such an issuer of an 
ETP will owe the Premier Annual Listing Fee starting in the month of 
switch and the Standard Annual Listing Fee for all earlier months in 
the calendar year. For example, an issuer of an ETP paid the Standard 
Annual Listing Fee and elects to switch to the Premier Annual Listing 
Fee on October 21, 2025. Its new Premier Annual Listing Fee is $50,000, 
which is prorated from October to December, resulting in a Premier 
Annual Listing Fee due of $12,500 for its first calendar year. Since 
this issuer of the exchange traded product already paid a Standard 
Annual Listing Fee of $4,000, it will be credited $1,000, which 
represents the portion of the Standard Annual Listing Fee already paid 
for the remainder of the year. The issuer of the ETP, therefore, has a 
balance due to Nasdaq of $11,500.
    The Exchange also proposes to make related changes in paragraphs 
(b)(4), (b)(5), and (b)(8) of Rule 5940 to replace references to the 
``All-Inclusive Annual Listing Fee'' to ``Standard or Premier Annual 
Listing Fee.'' In paragraph (b)(6), the Exchange proposes to replace 
the reference to the ``All-Inclusive Annual Listing Fee'' with the 
``Standard Annual Listing Fee'' only. As proposed, the Exchange will 
still charge a product the Premier Annual Listing Fee for the year in 
which a product listing transfers to the Exchange, as well as for the 
first full calendar year of its listing. Lastly, the Exchange proposes 
to rename the header in paragraph (b) of Rule 5940 from ``All-Inclusive 
Annual Listing Fee'' to ``Annual Listing Fees'' to reflect that the 
Exchange will two tiers of annual listing fees for ETPs.
QLP Program
    Today, pursuant to Equity 7, Sections 114(f) and 114(g), the 
Exchange maintains a Designated Liquidity Provider \5\ (``DLP'') 
program and Market Quality Supporter \6\ (``MQS'') program, each of 
which are designed to enhance liquidity and market quality in Nasdaq-
listed ETPs by providing incentives to the DLP or MQS for an ETP that 
is designated as a Qualified Security.\7\ The MQS program is designed 
to complement the DLP program by allowing up to three MQSs per Nasdaq-
listed ETP to support market quality for Low Volume ETPs.\8\ As set out 
in Equity 7, Section 114(f)(4) and Section 114(g)(4), the DLP and MQS 
programs use market quality performance standards (``Market Quality 
Metrics'' or ``MQMs'') based on the ETP's underlying investment 
strategy, which determine eligibility for DLP and MQS program 
incentives.\9\
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    \5\ A ``Designated Liquidity Provider'' is a registered Nasdaq 
market maker for a Qualified Security that has committed to maintain 
minimum performance standards. A DLP is selected by Nasdaq based on 
factors including, but not limited to, experience with making 
markets in exchange-traded products, 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. For purposes of the DLP program, a 
security may be designated as a ``Qualified Security'' if: (A) it is 
an exchange-traded product listed on Nasdaq pursuant to Nasdaq Rules 
5703, 5704, 5705, 5710, 5711, 5713, 5715, 5720, 5735, 5745, 5750 or 
5760; and (B) it has one Designated Liquidity Provider. See Equity 
7, Section 114(f)(1) and (2).
    \6\ A ``Market Quality Supporter'' has committed to maintain 
minimum performance standards in Low Volume ETPs as defined in 
Equity 7, Section 114(g)(4)(A). A MQS is selected by Nasdaq based on 
factors including, but not limited to, experience with making 
markets in exchange-traded products, 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. See Equity 7, Section 114(g)(2).
    \7\ For purposes of the DLP and MQS programs, a security may be 
designated as a ``Qualified Security'' if: (A) it is an ETP listed 
on Nasdaq pursuant to Nasdaq Rules 5703, 5704, 5705, 5710, 5711, 
5713, 5715, 5720, 5735, 5745, 5750 or 5760; and (B) it has one DLP 
(for the DLP program) and at least one MQS (for the MQS program). 
See Equity 7, Sections 114(f)(1) and (g)(1).
    \8\ For purposes of the MQS program, the term ``Low Volume'' 
ETPs means ETPs with a monthly ADV of 1 million shares or less in 
the prior month, measured at the time the MQS is assigned in the MQS 
Program with respect to such ETP. Annually, the Exchange will review 
ETPs with MQS assignments and those that are above 1 million shares 
ADV on average over the prior year will be removed from the program. 
See Equity 7, Section 114(g)(4)(A).
    \9\ See DLP and MQS Programs Factsheet, available at: <a href="https://www.nasdaq.com/docs/ETF-DLP-Factsheet">https://www.nasdaq.com/docs/ETF-DLP-Factsheet</a>. See also Securities Exchange 
Act Release Nos. 104444 (December 18, 2025), 90 FR 60168 (December 
23, 2025) (SR-NASDAQ-2025-102); 104626 (January 16, 2026), 91 FR 
2815 (January 22, 2026) (SR-NASDAQ-2026-003); and 105044 (March 18, 
2026), 91 FR 13893 (March 23, 2026) (SR-NASDAQ-2026-018).
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    The Exchange now proposes to establish a new QLP program in new 
Section 114(h) of Equity 7 that has many of the features currently in 
the DLP and MQS programs, and is intended to complement these two 
programs. As discussed below, QLPs will need to meet a more stringent 
set of MQMs compared to DLPs and MQSs, with higher thresholds for 
quoting, depth, and auction performance. To support this enhanced 
liquidity program, the Exchange proposes to offer issuers the ability 
to opt into the QLP program by paying a higher annual listing fee 
(i.e., the Premier Annual Listing Fee discussed above). The proposed 
incentives under the QLP program are designed to encourage additional 
market makers to pursue QLP assignments and thereby support the 
provision of consistent liquidity in lower-volume ETPs on the Exchange. 
Like the current DLP and MQS programs, the Exchange would administer 
all aspects of the QLP program, and the proposed QLP

[[Page 56236]]

incentives would be paid by the Exchange to QLPs out of the Exchange's 
general revenues.
    The Exchange notes that the proposed QLP program is designed to be 
substantially similar to prior exchange market maker incentive programs 
for ETPs that the Commission has previously approved, including the 
Exchange's own market quality program as well as similar programs 
previously adopted by NYSE Arca and Cboe BZX (collectively, the ``Prior 
Programs'').\10\ Like each of the Prior Programs, participation in the 
proposed QLP program is voluntary, funded by an optional issuer-paid 
annual fee credited to the Exchange's general revenues, and pays market 
maker incentives from those general revenues. Like the Prior Programs, 
the proposed QLP program is administered by the Exchange based on 
objective and rules-based Market Quality Metrics, and is supported by 
robust Exchange website disclosure requirements.
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    \10\ See Securities Exchange Act Release Nos. 69195 (March 20, 
2013), 78 FR 18393 (March 26, 2013) (SR-NASDAQ-2012-137); 69706 
(June 6, 2013), 78 FR 35340 (June 12, 2013) (SR-NYSEArca-2013-34); 
and 72692 (July 28, 2014), 79 FR 44908 (SR-BATS-2014-022).
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    Specifically, proposed Section 114(h) will provide that the 
following rebates and stipends discussed in this section shall apply to 
transactions in a Qualified Security (as defined below) by the QLP 
associated with its QLP Program MPID. There may only be one QLP per 
Qualified Security.\11\
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    \11\ See Section 114(f) for materially identical provisions in 
the DLP program, which provides that there may only be one DLP per 
Qualified Security.
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    The Exchange also proposes in Section 114(h) to make clear how the 
QLP program will interact with the existing DLP and MQS programs. 
Specifically, a QLP will not be eligible to receive any incentives 
under the DLP program in Section 114(f). In connection with this 
change, the Exchange also proposes to add language in the DLP program 
in Section 114(f) to make clear that a DLP will not be eligible to 
receive any incentives under the QLP program in proposed Section 
114(h). However, the Exchange proposes in Section 114(g) and Section 
114(h) that a QLP that is also designated as a MQS of a Qualified 
Security may also be eligible to receive the MQS stipend in Section 
114(g), provided that the QLP meets the Market Quality Metrics in the 
QLP Program as specified in Section 114(h)(4)(B) as well as the Market 
Quality Metrics for the Market Quality Supporter Program as specified 
in Section 114(g).\12\
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    \12\ See Section 114(f) for materially identical provisions in 
the DLP program, which currently provides that a DLP that is 
designated as a MQS of a Qualified Security may also be eligible to 
receive the Market Quality Supporter stipend in Section 114(g), 
provided that the DLP meets the Market Quality Metrics in the DLP 
Program as specified in Section 114(f)(4)(B) as well as the Market 
Quality Metrics for the Market Quality Supporter Program as 
specified in Section 114(g).
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    The proposed language reflects the different goals of each program. 
The QLP program is designed to serve as an enhanced version of the DLP 
program: it contemplates a single primary market maker in one ETP that 
is subject to more stringent Market Quality Metrics and receives 
correspondingly higher incentives. Because the QLP and DLP roles are 
both primary market-making assignments in an ETP, permitting a member 
to receive both DLP and QLP incentives in respect of the same ETP would 
be duplicative and inconsistent with the intent of each program to have 
a single primary liquidity provider per ETP. By contrast, the MQS 
program is designed to permit up to three additional market makers per 
ETP to serve as secondary liquidity providers alongside the primary DLP 
or QLP. Accordingly, permitting a QLP that also serves as a MQS in the 
same Qualified Security to receive the MQS stipend is appropriate 
because the MQS role is distinct from, and additive to, the QLP's 
primary market-making role, and continues to serve the MQS program's 
objective of encouraging additional depth of liquidity in Low Volume 
ETPs.
    Proposed Section 114(h) will further provide that the QLP rebates 
in paragraph (5)(B) below only apply for executions $1 per share and 
above. As used in the QLP Program, the term average daily volume 
(``ADV'') shall 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 which the security is listed.\13\
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    \13\ See Sections 114(f) and 114(g) for substantially the same 
definition of ADV in the DLP and MQS programs.
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    Proposed Section 114(h) will also provide that the Exchange shall 
provide notification on a dedicated page on its website regarding (i) 
the ETPs participating in the QLP Program, (ii) the date a particular 
ETP began participating in the QLP Program, and (iii) the QLP assigned 
to each ETP participating in the QLP Program.\14\ This page shall also 
include more information on the QLP Program, including: (1) the 
potential benefits that may be realized by an ETP's participation in 
the QLP Program, (2) the potential risks that may be attendant with an 
ETP's participation in the QLP Program, (3) the potential impact 
resulting from an ETP's entry into and exit from the QLP Program, and 
(4) how interested parties can request additional information regarding 
the QLP Program and/or the ETPs participating therein. The foregoing 
provisions are substantially similar to the exchange notification and 
website provisions adopted in the Prior Programs.\15\
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    \14\ The Exchange will update the following website with the QLP 
information: <a href="https://www.nasdaqtrader.com/trader.aspx?id=etf_definitions">https://www.nasdaqtrader.com/trader.aspx?id=etf_definitions</a>.
    \15\ See supra note 10.
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    The Exchange notes that the proposed QLP program will be designed 
as a premium tier that is layered on top of the Exchange's existing DLP 
program. As discussed later in this filing, the Exchange will propose 
language in Section 114(h)(3) that makes clear that an ETP that exits 
the QLP program would default to the DLP program, which maintains its 
own Market Quality Metrics. The transition from QLP to DLP therefore 
represents a step-down in performance thresholds rather than a loss of 
dedicated liquidity support. The Exchange believes this layered 
structure mitigates the potential impact on market quality when an ETP 
exits the QLP program.
    Proposed Section 114(h)(1) will set forth the definition of 
Qualified Security for purposes of the QLP program. Specifically, a 
security may be designated as a ``Qualified Security'' if it is an ETP 
listed on Nasdaq pursuant to Nasdaq Rules 5703, 5704, 5705, 5710, 
5711(b), (d)-(j), 5720, 5735, 5750 or 5760; it has at one QLP; and the 
issuer pays the Premier Annual Listing Fee of $50,000 pursuant to Rule 
5940(b)(1)(ii).\16\ Proposed Section 114(h)(2) will set forth the 
definition of QLP as registered Nasdaq market maker for a Qualified 
Security that has committed to maintain minimum performance standards. 
A QLP shall be selected by Nasdaq based on factors including, but not 
limited to, experience with making markets in exchange-traded products, 
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. These provisions are 
materially identical to the current DLP program provisions in Section 
114(f)(2), except the proposed

[[Page 56237]]

scope of Qualified Securities under the QLP program will be more 
limited, as discussed later in this filing.
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    \16\ The proposed list of Qualified Securities in the QLP 
program as more limited than the DLP and MQS programs. As discussed 
later in this filing, the Exchange is limiting the QLP to ETP types 
that it believes does not implicate Reg M concerns.
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    Proposed Section 114(h)(3) will provide that if a QLP does not meet 
the performance measurements under paragraph (4) of this section for a 
given month, fees and credits will revert to the normal schedule under 
Sections 118(a) and 114. If a QLP does not meet the stated performance 
measurements for 3 out of the past 4 months, the QLP is subject to 
forfeit of QLP status for that Qualified Security, at Nasdaq's 
discretion. A QLP must provide 5 days written notice if it wishes to 
withdraw its registration in a Qualified Security, unless it is also 
withdrawing as a market maker in the Qualified Security.\17\ The 
Exchange also proposes to make clear in proposed Section 114(h)(3) that 
an ETP that exits the QLP program will thereafter default to the DLP 
program (subject to the DLP program requirements in Section 114(f)), 
and that the market maker previously acting as the QLP will continue as 
the DLP for that ETP. As discussed above, this layered structure 
mitigates the potential impact on market quality when an ETP exits the 
QLP program.
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    \17\ See Equity 7, Section 114(f)(3) for materially identical 
provisions in the DLP program.
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    In proposed Section 114(h)(4)(A), the Exchange proposes to add a 
Low Volume ETP framework, which will be based on the framework 
currently in the DLP and MQS programs in Sections 114(f)(4)(A) and 
114(g)(4)(A). As used in the QLP program, the term ``Low Volume'' ETPs 
will mean ETPs with a monthly ADV of 1 million shares or less in the 
prior month, measured at the time the QLP is assigned in the QLP 
Program with respect to such ETP. Annually, the Exchange will review 
ETPs with QLP assignments and those that are above 1 million shares ADV 
on average over the prior year will be removed from the program.\18\ 
The proposed eligibility provisions are identical to the MQS program 
eligibility provisions in Section 114(g)(4)(A). Like the MQS program, 
the QLP program would only apply to Low Volume ETPs, and these 
provisions are intended to establish a clear and transparent framework 
for determining program eligibility while recognizing ETP volume may 
fluctuate over time. Measuring volume at the time of QLP assignment 
provides market participants with certainty regarding program 
eligibility, while the proposed annual review ensures that ETPs that 
experience sustained increases in trading volume no longer receive 
incentives intended for lower-volume products. The Exchange believes 
that an annual review strikes an appropriate balance between accuracy 
and predictability by avoiding frequent month-to-month changes that 
could create confusion for ETP issuers and QLPs, while still ensuring 
that the QLP incentives are aligned with the program's objectives to 
provide market quality in lower volume ETPs.
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    \18\ Today, the MQS program has identical provisions in Equity 
7, Section 114(g)(4)(A). The DLP program does not have similar 
provisions for its Low Volume ETPs because if an ETP exceeded 1 
million shares in monthly ADV in the prior month, it would simply 
fall into the DLP program's ``High Volume'' ETP category. Unlike the 
DLP program, the MQS program and the proposed QLP program do not 
apply to High Volume ETPs.
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    In proposed Section 114(h)(4)(A), the Exchange will further segment 
the Low Volume ETPs into Investment Strategy Groups A-C, which will be 
different ETP investment strategies segmented by their average national 
best bid (best offer) (``NBBO'') spread in basis points, over the prior 
two calendar years.\19\ The Exchange would look at the NBBO 
continuously throughout the regular trading hours of the day and take 
the average of the NBBO across all of those times. That average would 
be the NBBO for the day, which is then taken and averaged across two 
calendar years to determine the Investment Strategy group. These 
Investment Strategy Groups will be checked by the Exchange each 
calendar year to ensure the investment strategy's average NBBO spread 
remains within its respective Investment Strategy Group.\20\
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    \19\ See Equity 7, Section 114(f)(4)(A) and (g)(4)(A) for 
materially identical provisions in the DLP and MQS programs, 
respectively.
    \20\ See id.

------------------------------------------------------------------------
                                           Average NBBO spread in basis
       Investment strategy group                      points
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A *....................................  15 or less
B **...................................  16-28
C ***..................................  29 or more
------------------------------------------------------------------------
* Investment Strategy Group A will consist of the following investment
  strategies: government fixed income, North American or USD denominated
  developed market fixed income, developed market equities, and
  currencies.
** Investment Strategy Group B will consist of the following investment
  strategies: micro- to small-cap developed market equities, multi asset
  strategies other than absolute returns, commodities tracking,
  international fixed income, and derivatives.
*** Investment Strategy Group C will consist of the following investment
  strategies: emerging market equities, emerging market fixed income,
  multi asset absolute return strategies, commodities strategies and
  exchange-traded notes (``ETNs'')

    Group A includes ETP investment strategies that have relatively low 
trading volumes but exhibit relatively tighter NBBO spreads compared to 
Groups B and C, which include relatively low trading volume investment 
strategies with increasingly wider NBBO spreads. Each Nasdaq-listed ETP 
will be assigned an Investment Strategy Group, which will be publicly 
available and updated to reflect any changes to the assigned group.\21\ 
Today, the Exchange uses the same Investment Strategy Group framework 
in its DLP and MQS programs in Equity 7, Section 114(f)(4)(A) and 
(g)(4)(A), respectively.
---------------------------------------------------------------------------

    \21\ The list of investment strategies in Investment Strategy 
Groups A-C is publicly available on Nasdaq's website and updated 
annually to ensure the investment strategy's average NBBO spread 
remains within its respective Investment Strategy Group. See <a href="https://www.nasdaq.com/docs/ETF-DLP-Factsheet">https://www.nasdaq.com/docs/ETF-DLP-Factsheet</a>.
---------------------------------------------------------------------------

    As discussed in detail below, the Investment Strategy Groups will 
be used to tailor the MQMs that QLPs will need to meet in their 
assigned ETPs to qualify for QLP incentives. The proposed Investment 
Strategy Group framework is intended to more precisely calibrate the 
QLP incentives to the liquidity profile of the investment strategy that 
the QLP's assigned ETP falls under. The proposed framework is also 
intended to incentivize market makers to become QLPs in ETPs, 
particularly ETPs that have lower trading volume and are less liquid. 
As noted above, both the current DLP and MQS programs have these 
identical investment strategies.\22\
---------------------------------------------------------------------------

    \22\ See Equity 7, Sections 114(f)(4)(A) and (g)(4)(A). See also 
Securities Exchange Act Release Nos. 104444 (December 18, 2025), 90 
FR 60168 (December 23, 2025) (SR-NASDAQ-2025-102).
---------------------------------------------------------------------------

    Proposed Section 114(h)(4)(B) will set forth the MQM thresholds 
that QLPs will need to meet based on which Investment Strategy group 
ETP they are assigned. The proposed MQMs will be the same as the MQMs 
currently utilized for the DLP program, but the QLP MQM thresholds will 
be set at

[[Page 56238]]

higher levels for each ETP grouping compared to the current DLP MQM 
thresholds in Section 114(f)(4)(B):

----------------------------------------------------------------------------------------------------------------
                                                             Investment         Investment         Investment
                 Market quality metrics                   Strategy Group A   Strategy Group B   Strategy Group C
                                                                ETPs               ETPs               ETPs
----------------------------------------------------------------------------------------------------------------
Time at the NBBO with a minimum notional size of $5,000                50%                50%                50%
Average Notional Depth within 25 basis points of the               $65,000            $50,000            $40,000
 NBBO..................................................
Average Spread in basis points.........................                 25                 45                 85
Auction Reference Price Difference (Opening) of first                  100                100                100
 reference price within 30 seconds prior to the market
 open must be within basis points......................
Auction Reference Price Difference (Closing) of first                   30                 30                 30
 reference price within 120 seconds prior to the market
 close must be within basis points.....................
Auction Spread in basis points with $37,500 notional                    75                135                255
 depth (Opening).......................................
Auction Spread in basis points with $75,000 notional                    25                 45                 85
 depth (Closing).......................................
----------------------------------------------------------------------------------------------------------------

    To be eligible for the rebates in proposed Section 114(h)(5)(A), 
QLPs will need to meet 5 of the 7 MQMs in the assigned ETP as measured 
by Nasdaq. For leveraged and inverse ETPs, the average spread, auction 
spread, and auction reference price difference metrics are multiplied 
by the absolute value of the leverage factor of the ETP. Because 
leveraged ETPs often exhibit higher price volatility relative to 
standard, non-leveraged ETPs, the QLP is often taking on higher risk 
and costs to take on these products. Adjusting these MQMs by the 
absolute value of the ETP's leverage factor aligns the rebate structure 
with the QLP's cost of taking these products on. These MQMs will be 
measured on average in the assigned ETP during regular market hours, 
except for the auction price difference and auction spread metrics that 
are measured at and directly before each auction, respectively, against 
the metrics and averaged for the monthly period.\23\
---------------------------------------------------------------------------

    \23\ See Section 114(f)(4)(B) for materially identical language 
in the current DLP program.
---------------------------------------------------------------------------

    If a QLP fails to meet the notional thresholds for the metrics of 
time at the NBBO and auction spread (both opening and closing) on a 
given day, that day will be excluded from those average calculations, 
except the QLP must meet such notional thresholds at least 50% of the 
days in a given month. The Exchange notes that both the DLP and MQS 
programs currently contain identical provisions as proposed for the QLP 
program.\24\ The time at the NBBO and auction spread (opening and 
closing) metrics each include a minimum notional size requirement as a 
component of the applicable quoting obligation. Similar to DLPs and 
MQSs, when a QLP does not meet the required notional threshold on a 
given trading day, the resulting quote does not reflect the same level 
of liquidity provision (even if it met the requisite quoting 
obligation) compared to a quote that satisfies the notional threshold 
and the requisite quoting obligation. The Exchange therefore believes 
that including such days in the monthly average calculation would not 
provide an accurate measure of QLP performance. At the same time, 
requiring QLPs to meet the notional thresholds on at least 50% of the 
trading days ensures that QLPs provide consistent and appropriate 
liquidity throughout the month.
---------------------------------------------------------------------------

    \24\ See Section 114(f)(4)(B) and (g)(4)(B).
---------------------------------------------------------------------------

    Further, proposed Section 114(h)(4)(B) will provide that the 
auction spread (both opening and closing) metrics will be based on the 
Nasdaq Market Center best bid and best offer (``QBBO'') in the assigned 
ETP directly before each auction. A QLP will satisfy the Auction Spread 
metrics for a given auction if, directly before such auction, the QLP 
maintains the applicable minimum notional depth within the applicable 
basis point range of the QBBO and a bid-ask spread not wider than the 
applicable basis point range, as set forth in the table above for the 
relevant ETP category and auction.\25\ For example, for Investment 
Strategy Group A ETPs in the opening auction, the Exchange would 
determine (directly before the opening auction) whether the QLP meets 
the $37,500 notional depth requirement within 75 basis points of the 
QBBO. In addition, the Exchange separately assesses whether the QLP's 
bid-ask spread is within 75 basis points.
---------------------------------------------------------------------------

    \25\ See Section 114(f)(4)(B) and (g)(4)(B) for materially 
identical provisions in the DLP and MQS programs.
---------------------------------------------------------------------------

    The Exchange also proposes to offer an additional Tape C ETP 
incentive for QLPs along similar lines as currently offered to DLPs, 
except that this incentive would not apply to High Volume ETPs since 
the QLP Program only applies to Low Volume ETPs as discussed above. 
Accordingly, proposed Section 114(h)(4)(C) will set forth the new 
qualifications for the additional Tape C ETP incentives for QLPs. 
Specifically, to be eligible for the rebates in paragraph (5)(B) of 
Section 114(h), a QLP must meet the average notional depth and average 
spread metrics in paragraph (4)(B) of Section 114(h).\26\ Specifically, 
those metrics are as follows:
---------------------------------------------------------------------------

    \26\ See Section 114(f)(4)(C) for substantially similar 
provisions in the DLP program.

----------------------------------------------------------------------------------------------------------------
                                                             Investment         Investment         Investment
                 Market quality metrics                   Strategy Group A   Strategy Group B   Strategy Group C
                                                                ETPs               ETPs               ETPs
----------------------------------------------------------------------------------------------------------------
Average Notional Depth within 25 basis points of the               $65,000            $50,000            $40,000
 NBBO..................................................
Average Spread in basis points.........................                 25                 45                 85
----------------------------------------------------------------------------------------------------------------

QLPs will need to meet the above additional Tape C incentive MQMs in 
order to be eligible for the additional Tape C incentives in paragraph 
(5)(B) of Section 114(h).
    Proposed Section 114(h)(5) will provide that a QLP that satisfies 
the MQMs above will be eligible to receive the stipends in proposed 
paragraph (A) of Section 114(h)(5) in each of its assigned ETPs for 
which it qualified,

[[Page 56239]]

and the rebates in proposed paragraph (B) of Section 114(h)(5) in any 
Tape C ETP that meets the Qualified Securities criteria of paragraph 
(1)(A) of Section 114(h) (i.e., it is ETP that is listed pursuant to 
the Exchange rules specified therein).\27\ As discussed in detail 
below, DLP and QLP assignments will both count towards the minimum 
monthly average number of assigned ETPs required for the additional 
Tape C incentive tiers.
---------------------------------------------------------------------------

    \27\ Paragraph (1)(A) of Section 114(h) provides the list of 
Nasdaq-listed ETPs that are included in the QLP program as Qualified 
Securities, provided it has at least one QLP and the issuer pays the 
Premier Annual Listing Fee of $50,000 pursuant to Rule 
5940(b)(1)(ii). Specifically, these are ETPs listed pursuant to 
Rules 5703, 5704, 5705, 5710, 5711(b), (d)-(j), 5720, 5735, 5750, or 
5760.
---------------------------------------------------------------------------

    Proposed Section 114(h)(5) will also provide that the QLP will 
automatically be eligible to receive the relevant rebate or stipend for 
the current month and immediately following month of a new QLP 
allocation of a symbol. New launches will automatically get the QLP 
stipend and Tier 5 rebate for the current month and immediately 
following month. In effect, the Exchange would waive the QLP from 
meeting the MQM requirements in proposed Section 114(h)(4)(B) and (C), 
as applicable, and automatically provide the relevant QLP stipend and 
Tier 5 rebate during the current month and the immediately following 
month of a new QLP allocation or QLP launch. This is identical to how 
the Exchange treats new allocations and new launches in the DLP and MQS 
programs today.\28\ Similar to DLPs and MQSs, the proposed waiver for 
QLPs is intended to provide QLPs clear visibility into their incentive 
earnings at the time of the ETP's launch or allocation. This approach 
is critical because the Exchange is also proposing to look at the QLP's 
quoting activity in the prior month to determine whether the QLP met 
the relevant Market Quality Metrics in order to comply with Reg NMS 
Rule 610(d), as discussed in detail below.\29\ Further, ETPs may launch 
or be allocated to QLPs at various points throughout the month, 
potentially complicating the QLP's ability to meet the monthly 
performance criteria and making it unclear on what rebates or stipends 
the program participants may expect. In addition, this approach ensures 
QLPs have sufficient runway to quote and maintain liquidity in newly 
allocated or newly launched ETPs, which are often initially more 
thinly-traded and may initially present challenges in meeting liquidity 
standards. Ultimately, the Exchange intends for this temporary relief 
to encourage greater participation in the QLP program and allow QLPs to 
have adequate time to transition to the MQMs.\30\
---------------------------------------------------------------------------

    \28\ Today, the Exchange also waives the MQM requirements and 
automatically provides the relevant DLP or MQS incentive during the 
current month and the immediately following month of a new 
allocation or launch. See Equity 7, Section 114(f)(5) and (g)(5).
    \29\ Today, Equity 7, Section 114 sets forth the following rule 
of interpretation: In compliance with Reg NMS Rule 610(d), effective 
February 2, 2026, for purposes of determining quoting or transaction 
volumes for fees and incentives qualifications under Section 114(d), 
(e), (f), (g), and (h), all volume figures will be derived from 
quoting or trading activity in the prior month. Consequently, new 
members will receive the base rates in their first month of trading. 
As discussed later in this filing, the Exchange is amending this 
rule of interpretation to add the QLP program.
    \30\ See Securities Exchange Act Release No. 105044 (March 18, 
2026), 91 FR 13893 (March 23, 2026) (SR-NASDAQ-2026-018) for 
additional discussions relating to the adoption of this waiver for 
the DLP and MQS programs.
---------------------------------------------------------------------------

    Proposed paragraph (A) of Section 114(h)(5) will set forth the QLP 
rebates. Specifically, a QLP that satisfies the MQMs in paragraph 
(4)(B) of Section 114(h) will be eligible to receive the QLP stipend of 
$3,000 per month in each of its assigned ETPs for which it qualified. 
The QLP stipend is a fixed payment per month in addition to other 
rebates or fees for which the QLP is eligible and provided under Equity 
7, Sections 114 and 118. This stipend will only apply to the MPID where 
a member is a QLP.
    Proposed paragraph (B) of Section 114(h)(5) will set forth the 
additional Tape C incentives. As proposed, this will be provided to all 
eligible QLPs that add liquidity in a Tape C ETP, and that meet both 
(1) a specified minimum average number of assigned ETPs as a DLP and 
QLP and (2) the two QLP MQMs specified in proposed paragraph (4)(C) of 
Section 114(h). Specifically, the Exchange proposes to provide QLPs 
rebates in accordance with the following schedule:

--------------------------------------------------------------------------------------------------------------------------------------------------------
                                             Tier 1                  Tier 2                  Tier 3                 Tier 4                 Tier 5
--------------------------------------------------------------------------------------------------------------------------------------------------------
(1) Minimum Monthly Average Number   20....................  35....................  75...................  135..................  200.
 of Assigned ETPs as a DLP and QLP;
 and (2) meeting the Average
 Notional Depth and Average Spread
 metrics in paragraph (4)(B).
Incremental Tape C ETP Rebate......  $0.00025 per executed   $0.00035 per executed   $0.0004 per executed   $0.00045 per executed  $0.00055 per executed
                                      share.                  share.                  share.                 share.                 share.
--------------------------------------------------------------------------------------------------------------------------------------------------------

    The proposed QLP rebates would be provided to an eligible member 
for each displayed share that adds liquidity in a Tape C ETP that meets 
the Qualified Security criteria in paragraph (1)(A) of Section 
114(h).\31\ The QLP will be eligible to receive the above rebates in 
addition to any other rebate the QLP is eligible for under Equity 7, 
Sections 114 and 118. This rebate will only apply to the MPID where a 
member is QLP. As proposed, the additional Tape C ETP incentive for 
QLPs will be offered along similar lines as the additional Tape C 
incentives for DLPs currently in Section 114(f)(5)(B), except that this 
incentive would not apply to High Volume ETPs herein since the QLP 
Program only applies to Low Volume ETPs as discussed above. With this 
incentive program, the Exchange is seeking to encourage members to 
participate as QLPs in a significant number of Tape C ETPs. As 
described above and in proposed Section 114(h)(5)(B), the Exchange also 
proposes herein to reflect that a DLP and QLP assignment will both 
count towards the number of minimum monthly average ETP assignments for 
purposes of determining which tier incentive the QLP will receive. For 
example, a market maker with 19 DLP assignments and 1 QLP assignment 
across 20 different symbols will qualify that market maker for the Tier 
1 Tape C incentive. The Exchange also proposes to make corresponding 
changes to the DLP Tape C incentive schedule in Section 114(f)(5)(B).
---------------------------------------------------------------------------

    \31\ Paragraph (1)(A) of Section 114(h) provides the list of 
Nasdaq-listed ETPs that are included in the QLP program as Qualified 
Securities, provided it has at least one QLP and the issuer pays the 
Premier Annual Listing Fee of $50,000 pursuant to Rule 
5940(b)(1)(ii). Specifically, these are ETPs listed pursuant to 
Rules 5703, 5704, 5705, 5710, 5711(b), (d)-(j), 5720, 5735, 5750, or 
5760.
---------------------------------------------------------------------------

    The Exchange notes that the additional Tape C incentives for DLPs 
(including as amended herein to include

[[Page 56240]]

QLP assignments in the minimum-assignment tiering) and the new 
additional Tape C incentives for QLPs are transaction-based. The 
Exchange previously amended the rule of interpretation in the 
introductory paragraph of Equity 7, Section 114 to bring the DLP 
additional Tape C incentives (and the other Section 114 transaction-
based fees and incentives) into compliance with Reg NMS Rule 610(d), 
such that all volume figures used to determine eligibility for those 
incentives are derived from quoting or trading activity in the prior 
month and the applicable rebate is therefore knowable to members at the 
time an order is executed.\32\ As discussed under the section titled 
``Related Amendments'' below, the Exchange is proposing to add the QLP 
program to that existing rule of interpretation so that the same 
treatment applies uniformly across the DLP, MQS, and QLP programs.
---------------------------------------------------------------------------

    \32\ See Securities Exchange Act Release No. 104785 (February 9, 
2026), 91 FR 6693 (February 12, 2026) (SR-NASDAQ-2026-007).
---------------------------------------------------------------------------

Consistency With FINRA Rule 5250
    FINRA Rule 5250 (Payments for Market Making) generally prohibits a 
FINRA member or associated person from accepting payment or other 
consideration, directly or indirectly, from an issuer or its affiliates 
and promoters, for publishing a quotation, acting as a market maker or 
submitting an application in connection therewith. FINRA Rule 5250 is 
designed to preserve the integrity of the marketplace by ensuring that 
quotations accurately reflect a broker-dealer's interest in buying or 
selling a security and that the decision by a firm to make a market in 
a given security should not be influenced by payments to FINRA members 
from issuers or promoters.\33\
---------------------------------------------------------------------------

    \33\ See Securities Exchange Act Release No. 60066 (June 8, 
2009), 74 FR 28308 (June 15, 2009) (SR-FINRA-2009-36). See also 
Securities Exchange Act Release No. 38812 (July 3, 1997), 62 FR 
37105 (July 10, 1997) (SR-NASD-97-29) (order approving NASD Rule 
2460, predecessor to FINRA Rule 5250).
---------------------------------------------------------------------------

    FINRA Rule 5250(b)(3) provides an exception for any payment 
expressly provided for under the rules of a national securities 
exchange to accommodate exchange market maker incentive programs for 
ETPs (including the Exchange's prior market quality program).\34\ Under 
these incentive programs, the exchanges could make payments to market 
makers that were funded through additional fees paid by participating 
issuers.\35\ In SR-FINRA-2013-020, FINRA stated that where a market 
maker payment is provided for under the rules of an exchange that are 
effective after being filed with, or filed with and approved by, the 
SEC, comity should be afforded to such exchange rulemaking and the 
payment should not be prohibited under Rule FINRA 5250.\36\ FINRA 
further stated that programs like the Prior Programs contained features 
that mitigate the concerns underlying FINRA Rule 5250, including that 
the program terms were objective, clear, and transparent and included 
disclosure requirements to help alert and educate potential and 
existing investors about the program.\37\
---------------------------------------------------------------------------

    \34\ FINRA amended FINRA Rule 5250 in 2013 to adopt this 
exception. See Securities Exchange Act Release No. 69398 (April 18, 
2013), 78 FR 24261 (April 24, 2013) (SR-FINRA-2013-020). See also 
FINRA Regulatory Notice 20-03, available at: <a href="https://www.finra.org/rules-guidance/notices/20-03">https://www.finra.org/rules-guidance/notices/20-03</a>.
    \35\ See, e.g., Securities Exchange Act Release Nos. 69195 
(March 20, 2013), 78 FR 18393 (March 26, 2013) (SR-NASDAQ-2012-137); 
69706 (June 6, 2013), 78 FR 35340 (June 12, 2013) (SR-NYSEArca-2013-
34); and 72692 (July 28, 2014), 79 FR 44908 (SR-BATS-2014-022).
    \36\ See SR-FINRA-2013-020 at 24262.
    \37\ See id.
---------------------------------------------------------------------------

    The Exchange believes that the proposed QLP program falls squarely 
within the FINRA Rule 5250(b)(3). The QLP incentives are expressly 
provided for under the Exchange's rules at proposed Equity 7, Section 
114(h), which will be effective after being filed with the SEC pursuant 
to the requirements of the Exchange Act. In addition, the QLP program 
has the same features that FINRA identified as mitigating the concerns 
underlying FINRA Rule 5250. The QLP program is rules-based, objective, 
clear, and transparent, and the program includes disclosure 
requirements, as described above, to provide transparency to the market 
and to investors regarding the program's operation. Accordingly, the 
Exchange does not believe that the proposed QLP program raises concerns 
under FINRA Rule 5250.
Consistency With Regulation M
    Rule 102 of Regulation M prohibits an issuer from directly or 
indirectly attempting ``to induce any person to bid for or purchase, a 
covered security during the applicable restricted period'' unless an 
exemption is available.\38\ The Exchange has considered whether the QLP 
program, under which the Premier Annual Listing Fee paid by an issuer 
is credited to the Exchange's general revenues and used to offset the 
costs of the QLP incentives paid to the QLP, could be viewed as an 
indirect attempt by an issuer to induce bidding or purchasing under 
Rule 102.
---------------------------------------------------------------------------

    \38\ 17 CFR 242.102.
---------------------------------------------------------------------------

    With respect to the Qualified Securities that are registered under 
the Investment Company Act of 1940 (``1940 Act'') and listed under 
Nasdaq Rules 5703 (Class ETF Shares), 5704 (Exchange Traded Fund 
Shares), 5705 (Portfolio Depository Receipts and Index Fund Shares), 
5735 (Managed Fund Shares), 5750 (Proxy Portfolio Shares), and 5760 
(Managed Portfolio Shares), the Exchange notes that these products are 
exempt from Rule 102 pursuant to Rule 102(d)(4), which provides that 
Rule 102 shall not apply to redeemable securities issued by an open-end 
management investment company or a unit investment trust.\39\ 
Accordingly, the QLP program does not implicate Rule 102 with respect 
to the foregoing ETPs, which constitute the substantial majority of 
Qualified Securities eligible to participate in the QLP program.
---------------------------------------------------------------------------

    \39\ 17 CFR 242.102(d)(4).
---------------------------------------------------------------------------

    With respect to Qualified Securities that are not registered under 
the 1940 Act and listed under Nasdaq Rules 5710 (Index and Commodity 
Linked Securities), 5711(b) (Equity Gold Shares), 5711(d) (Commodity-
Based Trust Shares), 5711(e) (Currency Trust Shares), 5711(f) 
(Commodity Index Trust Shares), 5711(g) (Commodity Futures Trust 
Shares), 5711(h) (Partnership Units), 5711(i) (Trust Units), 5711(j) 
Managed Trust Securities, and 5720 (Trust Issued Receipts), the 
Exchange does not believe that the QLP program implicates the concerns 
underlying Rule 102 for the following reasons.
    First, the derivative and open-ended nature of many of the non-1940 
Act ETPs eligible to participate in the QLP program would allow for 
transparent intrinsic intraday pricing. As such, the Exchange does not 
believe that such products would lend themselves to the type of market 
manipulation that Rule 102 was designed to prevent. The Exchange notes 
that the Commission and its staff have previously granted relief from 
Rule 102 to a number of ETPs (``Prior Relief'') in order to permit the 
operation of such ETPs.\40\ In granting the Prior Relief, the 
Commission has relied in part on the exclusion from the provisions of 
Rule 102 provided by paragraph (d)(4) of Rule 102 for securities issued 
by an open-end management investment company or unit investment trust. 
In granting the Prior Relief from Rule 102 to other types of ETPs for 
which the (d)(4) exception is not available (i.e., non-1940 Act ETPs), 
the staff has relied

[[Page 56241]]

on (i) representations that the fund in question would continuously 
redeem ETP shares in basket-size aggregations at their net asset value 
(``NAV'') and that there should be little disparity between the market 
price of an ETP share and the NAV per share and (ii) a finding that 
``[t]he creation, redemption, and secondary market transactions in 
[shares] do not appear to result in the abuses that . . . Rules 101 and 
102 of Regulation M . . . were designed to prevent.'' \41\ The crux of 
the Commission's findings in granting the Prior Relief rests on the 
premise that the prices of ETP shares closely track their per-share 
NAVs. Given that the proposed QLP program neither alters the derivative 
pricing nature of ETPs nor impacts the arbitrage opportunities inherent 
therein, the conclusion on which the Prior Relief is based remains 
unaffected by the QLP program. In this regard, most ETPs that would be 
eligible to participate in the QLP program would have previously been 
granted relief from Rule 102.
---------------------------------------------------------------------------

    \40\ See, e.g., Class Relief for Exchange Traded Index Funds, 
SEC No-Action Letter (October 24, 2006); Commodity-based Investment 
Vehicles Class Letter, SEC No-Action Letter (June 21, 2006); and 
iPath Securities--Exchange-Traded Notes, SEC No-Action Letter (July 
27, 2006).
    \41\ See Commodity-based Investment Vehicles Class Letter, SEC 
No-Action Letter (June 21, 2006).
---------------------------------------------------------------------------

    Second, the QLP program requires, among other things, that the QLP 
make two-sided quotes and not just bids. It is not intended to raise 
ETP prices but rather to improve market quality. In light of the 
derivative nature of ETPs described above, the Exchange does not expect 
QLPs would quote outside of the normal ranges. Specifically, the 
transparent nature of many ETPs' portfolio composition as well as their 
accessibility and the elasticity of shares outstanding contribute to an 
arbitrage process that will lead to executions of orders of many ETPs 
priced at or near their NAVs. If and when a quote is priced beyond the 
intrinsic value of an ETP, an arbitrage opportunity can arise, and 
market participants will arbitrage such spread until price equilibrium 
is restored. Accordingly, the QLP program would not create any 
incentive for a QLP to quote outside of the normal quoting ranges for 
these products as a result of the QLP incentive, but rather would quote 
within their normal ranges as determined by market factors.
    In light of the pricing mechanisms of ETPs and the structural 
safeguards of the QLP program, the Exchange does not believe that the 
proposed QLP program implicates the concerns underlying Rule 102 of 
Regulation M with respect to any Qualified Securities eligible to 
participate in the program.
Related Amendments
    In connection with the proposed changes to adopt the new QLP 
program in proposed Equity 7, Section 114(h), the Exchange proposes to 
update the rule of interpretation in the introductory paragraph of 
Section 114 by adding a reference to the new QLP program in proposed 
Section 114(h). This would allow the Exchange to bring the QLP program 
into compliance with Reg NMS Rule 610(d), which became effective on 
February 2, 2026 and provides that ``[a] national securities exchange 
shall not impose, nor permit to be imposed, any fee or fees, or 
provide, or permit to be provided, any rebate or other remuneration, 
for the execution of an order in an NMS stock that cannot be determined 
at the time of execution.'' \42\ This way all QLP incentives associated 
with the execution of an order in an NMS stock at the Exchange can be 
determined at the time of execution of said order.\43\ Effectively, 
this would mean the Exchange will look at the QLP's quoting activity in 
the prior month to determine whether the QLP met the relevant MQMs to 
be eligible for the QLP incentives.
---------------------------------------------------------------------------

    \42\ 17 CFR 242.610(d).
    \43\ See Securities Exchange Act Release No. 104785 (February 9, 
2026), 91 FR 6693 (February 12, 2026) (SR-NASDAQ-2026-007).
---------------------------------------------------------------------------

    The Exchange also proposes technical amendments to reflect the 
addition of the QLP program in Section 114(h). Specifically, the 
Exchange proposes to renumber current Sections 114(h)-(l) as Sections 
114(i)-(m). The Exchange also proposes to update the cross-cites to 
current Section 114(h) within: (1) the rule of interpretation in the 
introductory paragraph of Equity 7, Section 114, (2) the definition of 
``Consolidated Volume'' in current Equity 7, Section 114(i)(5)(B), and 
(3) the definition of ``Designated Retail Order'' in Equity 7, Section 
118(a).
Implementation
    The Exchange plans to implement the proposed changes on September 
1, 2026.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\44\ in general, and furthers the objectives of 
Sections 6(b)(4) and 6(b)(5) of the Act,\45\ 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. The Exchange notes that its 
ETP listing business operates in a highly-competitive market in which 
market participants, which include both ETP issuers and ETP market 
makers, can readily transfer their listings or opt not to participate, 
respectively, if they deem fee levels, liquidity incentive programs, or 
any other factor at a particular venue to be insufficient or excessive. 
The proposed rule change reflects a competitive pricing structure 
designed to incentivize issuers to list new products and transfer 
existing products to the Exchange, and market participants to enroll 
and participate as ETP market makers on the Exchange, which will 
enhance market quality in listed ETPs on the Exchange.
---------------------------------------------------------------------------

    \44\ 15 U.S.C. 78f(b).
    \45\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------

ETP Listing Fee
    The Exchange believes that proposed addition of the new Premier 
Annual Listing Fee is reasonable because it is designed to support the 
proposed QLP program and offset the costs associated with the Exchange 
providing the rebates thereunder. Paying the higher Premier Annual 
Listing Fee is completely optional and issuers may opt to keep paying 
the Standard Annual Listing Fee instead. While the Premier Annual 
Listing Fee will result in higher listing fees for issuers that choose 
to participate, the issuers would receive significant benefits for 
participating, including tighter spreads and overall better market 
quality in their ETPs, which ultimately benefits all market 
participants and investors. As specified in proposed Section 114(h)(3), 
in the event QLP does not meet the QLP Market Quality Metrics in 
proposed Section 114(h)(4) for a given month, the QLP would not receive 
a QLP rebate and fees and credits would revert to the normal pricing 
schedule in Sections 118(a) and 114. If a QLP does not meet the QLP 
Market Quality Metrics for 3 out of the 4 months, the QLP would be 
subject to forfeit of QLP status for the issuer's Qualified Security, 
at Nasdaq's discretion. Additionally, issuers will have the ability to 
switch back to the Standard Annual Listing Fee tier at any time if they 
determine that paying the higher listing fee is not beneficial. The 
Exchange notes that the proposed Premier Annual Listing Fee of $50,000 
is the same fee level that the Exchange previously assessed under its 
Market Quality Program, which was approved by the Commission in 2013 
and assessed an annual basic MQP fee of $50,000 per participating 
security, with combined basic and supplemental MQP

[[Page 56242]]

fees capped at $100,000 per year.\46\ The Exchange is therefore 
proposing to assess the same base level of fees as it assessed under 
its prior MQP, which the Commission previously found to be consistent 
with the Act.
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    \46\ See Securities Exchange Act Release Nos. 69195 (March 20, 
2013), 78 FR 18393 (March 26, 2013) (SR-NASDAQ-2012-137).
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    The Exchange also believes that the proposed Premier Annual Listing 
Fee is equitable and not unfairly discriminatory because it will apply 
uniformly to all issuers of ETPs listed on the Exchange. As noted 
above, the Premier Annual Listing Fee is completely voluntary, and the 
issuer may instead opt to continue paying the Standard Annual Listing 
Fee.
QLP Program
    The Exchange believes that the proposed QLP program is reasonable 
because the program would provide tailored incentives to QLPs that 
demonstrate high performance, including in Nasdaq-listed ETPs that 
exhibit lower trading volume and wider NBBO spreads. As discussed 
above, the Exchange is proposing the QLP program to incentivize high 
market quality in Nasdaq-listed ETPs. The program would provide 
enhanced rebates for QLPs that meet rigorous thresholds for quoting, 
depth, and auction performance. Further, to qualify a market maker for 
eligibility in the QLP program, the issuer must pay the Premier Annual 
Listing Fee of $50,000. As it relates to the Premier Annual Listing 
Fee, the Exchange believes that the proposed condition is reasonable, 
equitable and not unfairly discriminatory for the reasons set forth 
under the Premier Annual Listing Fee sub-section above in the statutory 
basis section.
    The Exchange believes that the proposed changes to add a Low Volume 
group framework for the QLP program is reasonable because the proposed 
framework is intended to more precisely calibrate the QLP rebate 
qualifications in proposed Section 114(h)(4) to the liquidity profile 
of the investment strategy that the QLP's assigned ETP falls under. In 
other words, segmenting Low Volume ETPs into three groups based on 2-
year average NBBO spread is intended to better align the QLP's 
performance expectations to the nature of the ETP's investment strategy 
and structure. The Exchange believes that the proposed framework will 
encourage tighter spreads and more liquidity in investment strategies 
that may typically be less actively traded or exhibit wider spreads 
across all exchanges. As noted above, the Exchange currently uses the 
same Investment Strategy Group framework for its current DLP and MQS 
programs in Equity 7, Section 114(f)(4)(A) and (g)(4)(A).
    The Exchange believes that the proposed MQMs for the QLP program 
are reasonable as they are intended to address multiple aspects of 
market quality such as depth and tighter quoted spread, using 
benchmarks tailored to each ETP's characteristics. As discussed above, 
the MQMs proposed for the QLP program are the same MQMs for the current 
DLP program, but the minimum thresholds will be set at higher levels 
for the QLP program. The Exchange believes the more stringent QLP 
thresholds are commensurate with the higher rebates that it is 
providing under this program.
    The Exchange believes that the flat monthly payment of $3,000 is 
set at an appropriate level to incentivize QLPs to enhance market 
quality in Low Volume ETPs. In addition, providing a flat stipend (as 
opposed to a per-executed share rebate) would provide for a more 
reliable business model for QLPs that choose to participate in this 
program, particularly in lower volume and less liquid ETPs, which can 
help offset the relatively higher cost of quoting in such ETPs.
    The Exchange further believes that waiving the MQM requirements and 
automatically providing the relevant QLP incentive during the current 
month and the immediately following month of a new allocation or launch 
is reasonable for the reasons that follow. Automatically providing the 
relevant incentive for the current month and the immediately following 
month would help ensure that QLPs have clear visibility into their 
incentive earnings at the time of the ETP's launch or allocation, as 
ETPs may launch or be allocated to QLPs at various points throughout 
the month. Furthermore, the Exchange believes that the proposed change 
will provide QLPs adequate time to quote and maintain liquidity in 
newly allocated or newly launched ETPs, which are often initially more 
thinly-traded and may initially present challenges in meeting liquidity 
standards. The proposal is therefore intended to support the 
development of liquidity in new and transitioning products, which 
benefits all market participants, including issuers and investors.
    The Exchange also believes that its proposal to adopt the 
additional Tape C incentives for QLPs along similar lines as the DLP 
additional Tape C incentives (other than with respect to High Volume 
ETPs as discussed above) is reasonable because the proposal seeks to 
further encourage registered market makers to pursue QLP assignments 
and thereby support the provision of consistent liquidity in Low Volume 
ETPs, ultimately leading to improved market quality for investors in 
those ETPs. The Exchange also believes that the proposed rebates are 
set at appropriate levels, and will incentivize QLPs to add liquidity 
in Tape C Low Volume ETPs in order to qualify for these rebates.
    The Exchange also believes that the proposed QLP program is 
equitable and not unfairly discriminatory because the QLP program 
includes objective, measurable standards that the Exchange will apply 
equally to all market makers that are QLPs. The Exchange does not 
believe it is unfairly discriminatory to only offer the program to 
market makers because of their unique role in the markets, including 
their obligation to provide liquidity in the securities in which they 
are registered. Thus, the QLP program is a further extension of the 
market maker's role in providing liquidity in specific securities, to 
the benefit of all market participants.
    Further, the Exchange believes that the proposed QLP program will 
promote price discovery and market quality in Nasdaq-listed securities 
and further, that the tightened spreads and increased liquidity from 
the proposal will benefit all market participants and investors by 
deepening the Exchange's liquidity pool (specifically in lower volume 
and less liquid ETPs), offering additional flexibility for all 
investors to enjoy cost savings, supporting the quality of price 
discovery, enhancing quoting competition across exchanges, promoting 
market transparency, and improving investor protection. Accordingly, 
the Exchange believes that the proposal is reasonable, equitably 
allocated, and non-discriminatory because it would enhance market 
quality to the benefit of all market participants and investors.
    The Exchange further believes that the proposed changes to waive 
the MQM requirements and automatically provide QLPs with the relevant 
incentive in the current and immediately following months of a new 
allocation or new launch are equitable and not unfairly discriminatory 
because the proposed changes will apply to all QLPs. Any member that 
becomes a QLP for a newly allocated or launched ETP will receive 
uniform treatment under this proposal. Furthermore, the proposed relief 
is temporary and limited in duration. After the specified two-month 
period, the QLPs must meet their MQMs in order to qualify for the 
relevant incentives. By facilitating liquidity provision in newly 
allocated or newly launched ETPs, the

[[Page 56243]]

proposal is intended to promote tighter spreads and deeper markets 
during the initial stages of trading in these products. The Exchange 
further believes the proposal will fortify participation in the QLP 
program while continuing to encourage meaningful liquidity that 
benefits all market participants.
    The Exchange has also designed the QLP program to include 
structural safeguards that are intended to mitigate the potential 
concerns that may arise from an ETP's participation in the program, 
including concerns relating to the potential impact on market quality 
if a product enters or exits the program. The Exchange is mindful that 
market participants and investors should be informed about which ETPs 
are participating in the QLP program, that participation in the program 
is not guaranteed in perpetuity, and that there are potential risks to 
product market quality if an ETP enters or exits the program. To 
address these concerns, the Exchange has incorporated mitigating 
provisions in proposed Section 114(h) that are designed to provide 
disclosure to the market and to potential investors in these products. 
Specifically, the Exchange will provide notification on a dedicated 
page on its website regarding the specific ETPs participating in the 
QLP program, the dates of each ETP's entry into the program, the QLP 
assigned to each participating ETP, along with a fair and balanced 
description of the QLP program that discloses the potential benefits 
that may be realized by an ETP's participation in the program, the 
potential risks that may be attendant with participation, the potential 
impact resulting from an ETP's entry into and exit from the program, 
and how interested parties can request additional information regarding 
the QLP program and/or the ETPs participating therein. The Exchange 
believes that these mitigating provisions are designed to provide 
adequate disclosure to address the potential concerns arising from the 
program and to ensure that the market and investors are fully informed 
about the program's operation and its potential impact on market 
quality in the participating ETPs. Further, as noted above the proposed 
QLP program will be designed as a premium tier that is layered on top 
of the Exchange's existing DLP program. An ETP that exits the QLP 
program would default to the DLP program, which maintains its own 
Market Quality Metrics. The transition from QLP to DLP therefore 
represents a step-down in performance thresholds rather than a loss of 
dedicated liquidity support. The Exchange believes this layered 
structure mitigates the potential impact on market quality when an ETP 
exits the QLP program. Accordingly, the Exchange believes that the QLP 
program is designed to be consistent with the protection of investors 
and the promotion of fair and orderly markets pursuant to Section 
6(b)(5) of the Act.
    The Exchange further believes that the proposed QLP program is 
consistent with Section 6(b)(5) of the Act in that it is designed to 
promote just and equitable principles of trade, to foster cooperation 
and coordination with persons engaged in facilitating transactions in 
securities, to remove impediments to and perfect the mechanism of a 
free and open market and a national market system, and, in general, to 
protect investors and the public interest. The Exchange believes that 
the QLP program would enhance quote competition among market makers, 
improve liquidity in lower volume Nasdaq-listed ETPs, support the 
quality of price discovery, promote market transparency, and reduce 
spreads and transaction costs for all market participants. The Exchange 
further believes that enhancing liquidity in ETPs participating in the 
QLP program, together with the structural safeguards described below, 
would help raise investors' confidence in the fairness of the market 
generally and their transactions in particular. As such, the QLP 
program would foster cooperation and coordination with persons engaged 
in facilitating securities transactions, enhance the mechanism of a 
free and open market, and promote fair and orderly markets in ETPs on 
the Exchange.
    The Exchange notes that the proposed QLP program is substantially 
similar to the Prior Programs, each of which the Commission has 
previously found to be consistent with the Act.\47\ Like the Prior 
Programs, participation in the proposed QLP program is voluntary, 
funded by an optional issuer-paid annual fee credited to the Exchange's 
general revenues, and pays market maker incentives from those general 
revenues. Like the Prior Programs, the proposed QLP program is 
administered by the Exchange based on objective and rules-based Market 
Quality Metrics, and is supported by robust Exchange website disclosure 
requirements.
---------------------------------------------------------------------------

    \47\ See supra note 10.
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    Finally, for the reasons stated above, the Exchange believes that 
the QLP program is designed to mitigate the risks and concerns that 
FINRA Rule 5250 addresses and that the QLP program does not implicate 
the concerns underlying Rule 102 of Regulation M.
Related Amendments
    The Exchange believes that adding proposed Section 114(h) to the 
rule of interpretation in the introductory paragraph of Section 114 is 
reasonable because it will bring the new QLP program into compliance 
with Reg NMS Rule 610(d). As proposed, the Exchange will look at the 
quoting activity in the prior month to assess whether the QLP qualified 
for the QLP incentives. The Exchange further believes that the addition 
of the QLP program to the rule of interpretation is equitable and not 
unfairly discriminatory because the rule will apply uniformly to all 
QLPs.
    The Exchange also believes that the technical amendments to reflect 
the addition of proposed Section 114(h) are reasonable, equitable, and 
not unfairly discriminatory. The proposed changes will bring clarity 
and avoid potential confusion in Exchange's Pricing Schedule to the 
benefit of all market participants and investors.

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

    The Exchange does not believe that the proposed changes consisting 
of the introduction of the Premier Annual Listing Fee and adoption of 
the QLP program will impose any burden on competition not necessary or 
appropriate in furtherance of the purposes of the Act. Rather, the 
Exchange believes that the proposed changes, taken together, will 
enhance competition by improving the market quality in Nasdaq-listed 
ETPs, which will benefit all market participants through additional 
trading opportunities, tighter spreads, and enhanced price discovery.
    In terms of intra-market competition, the Premier Annual Listing 
Fee will be available to all issuers, who can also opt to not pay this 
higher listing fee and instead continue to pay the lower Standard 
Annual Listing Fee. As it relates to the QLP program, the Exchange 
notes the respective programs will be applied uniformly to all 
similarly situated market participants that are QLPs. The Exchange does 
not believe it is unfairly discriminatory to only offer the QLP program 
to registered market makers because of their unique role in the 
markets, including their obligation to provide liquidity in the 
securities in which they are registered. Thus, the QLP program is a 
further extension of the registered market maker's role in providing 
liquidity in specific ETPs, to the benefit of all market participants. 
Furthermore, the Exchange does not believe that the proposed changes to 
waive the MQM

[[Page 56244]]

requirements and automatically provide the relevant QLP incentive 
during the current month and the immediately following month of a new 
allocation or new launch impose an undue burden on intra-market 
competition because the waiver will apply to all QLPs. As discussed 
above, this approach ensures they have sufficient runway to quote and 
maintain liquidity in newly allocated or newly launched ETPs, which are 
often initially more thinly-traded and may initially present challenges 
in meeting liquidity standards. The proposal is therefore intended to 
support the development of liquidity in new and transitioning products, 
which benefits all market participants, including issuers and 
investors.
    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 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 Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \48\ and Rule 19b-4(f)(6) thereunder.\49\ 
Because the proposed rule change does not: (i) significantly affect the 
protection of investors or the public interest; (ii) impose any 
significant burden on competition; and (iii) become operative prior to 
30 days from the date on which it was filed, or such shorter time as 
the Commission may designate, if consistent with the protection of 
investors and the public interest, the proposed rule change has become 
effective pursuant to Section 19(b)(3)(A) of the Act \50\ and Rule 19b-
4(f)(6) thereunder.\51\
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    \48\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \49\ 17 CFR 240.19b-4(f)(6).
    \50\ 15 U.S.C. 78s(b)(3)(A).
    \51\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change, along 
with a brief description and text of the proposed rule change, at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
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    A proposed rule change filed under Rule 19b-4(f)(6) \52\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b4(f)(6)(iii),\53\ the Commission 
may designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the Exchange 
can implement the proposed changes on September 1, 2026. According to 
the Exchange, this would allow market participants to realize the 
benefits of the QLP program sooner rather than later, including tighter 
spreads, deeper markets, and enhanced market-making support for Low 
Volume ETPs that qualify for the QLP program. For these reasons, and 
because the proposed rule change does not raise any new or novel 
regulatory issues, the Commission finds that waiving the 30-day 
operative delay is consistent with the protection of investors and the 
public interest. Accordingly, the Commission hereby waives the 30-day 
operative delay and designates the proposed rule change as operative 
upon filing.\54\
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    \52\ 17 CFR 240.19b-4(f)(6).
    \53\ 17 CFR 240.19b-4(f)(6)(iii).
    \54\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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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 necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission will institute proceedings under 
Section 19(b)(2)(B) \55\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \55\ 15 U.S.C. 78s(b)(2)(B).
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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

    <bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#b3c1c6dfd69ed0dcdeded6ddc7c0f3c0d6d09dd4dcc5"><span class="__cf_email__" data-cfemail="e092958c85cd838f8d8d858e9493a0938583ce878f96">[email&#160;protected]</span></a>. Please include 
file number SR-NASDAQ-2026-068 on the subject line.

Paper Comments

    <bullet> 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-2026-068. 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 (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). Copies of the filing will be available for inspection and 
copying at the principal office of the Exchange. Do not include 
personal identifiable information in submissions; you should submit 
only information that you wish to make available publicly. We may 
redact in part or withhold entirely from publication submitted material 
that is obscene or subject to copyright protection. All submissions 
should refer to file number SR-NASDAQ-2026-068 and should be submitted 
on or before September 22, 2026.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\56\
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    \56\ 17 CFR 200.30-3(a)(12), (59).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-17808 Filed 8-31-26; 8:45 am]
BILLING CODE 8011-01-P


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