4678 Federal Register / Vol. 87, No. 19 / Friday, January 28, 2022 / Notices 

13See 17 CFR 240.0–12 and Securities Exchange 

Act Release No. 39624 (February 5, 1998), 63 FR 

8101 (February 18, 1998) (Commission Procedures 

for Filing Applications for Orders for Exemptive 

Relief Pursuant to Section 36 of the Exchange Act; 

Final Rule). 

14See BATS Options Market Order, supra note 12 

(citing Securities Exchange Act Release No. 49260 

(February 17, 2004), 69 FR 8500 (February 24, 2004) 

(order granting exemptive request relating to rules 

incorporated by reference by several SROs) (‘‘2004 

Order’’)). 

15See BATS Options Market Order, supra note 

12, 75 FR at 8761; see also 2004 Order, supra note 

14, 69 FR at 8502. 

16 15 U.S.C. 78mm. 

17 17 CFR 200.30–3(a)(76). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 93928 

(January 7, 2022) (SR–FINRA–2021–034). 

4FINRA operates Web CRD, the central licensing 

and registration system for the U.S. securities 

industry. FINRA uses Web CRD to maintain the 

qualification, employment and disciplinary 

histories of registered associated persons of brokerdealers. 

5See note 3 above. On September 21, 2021, the 

SEC approved amendments to FINRA Rules 1210 

(Registration Requirements) and 1240 (Continuing 

Education Requirements) to, among other things, 

require registered persons to complete the 

Regulatory Element of CE annually by December 31 

of each year, rather than every three years, and to 

complete Regulatory Element content for each 

representative or principal registration category that 

they hold. See Securities Exchange Act Release No. 

93097 (September 21, 2021), 86 FR 53358 

(September 27, 2021) (Order Approving File No. 

SR–FINRA–2021–015). The Regulatory Element is 

orders pursuant to Rule 0–12 under the 

Exchange Act; 13

• The incorporating SRO has 

requested incorporation of categories of 

rules (rather than individual rules 

within a category) that are not trading 

rules (e.g., the SRO has requested 

incorporation of rules such as margin, 

suitability, or arbitration); and 

• The incorporating SRO has 

reasonable procedures in place to 

provide written notice to its members 

each time a change is proposed to the 

incorporated rules of another SRO.14

The Commission believes that the 

Exchange has satisfied each of these 

conditions. The Commission also 

believes that granting the Exchange an 

exemption from the rule filing 

requirements under Section 19(b) of the 

Exchange Act will promote efficient use 

of the Commission’s and the Exchange’s 

resources by avoiding duplicative rule 

filings based on simultaneous changes 

to identical rule text sought by more 

than one SRO.15 The Commission 

therefore finds it appropriate in the 

public interest and consistent with the 

protection of investors to exempt the 

Exchange from the rule filing 

requirements under Section 19(b) of the 

Exchange Act with respect to the abovedescribed FINRA, Cboe, and NYSE rules 

it has incorporated by reference. This 

exemption is conditioned upon the 

Exchange promptly providing written 

notice to its members whenever FINRA, 

Cboe, or NYSE changes a rule that the 

Exchange has incorporated by reference. 

Accordingly, it is ordered, pursuant to 

Section 36 of the Exchange Act,16 that 

the Exchange is exempt from the rule 

filing requirements of Section 19(b) of 

the Exchange Act solely with respect to 

changes to the rules identified in the 

Exemptive Request, provided that the 

Exchange promptly provides written 

notice to its members whenever FINRA, 

Cboe, or NYSE proposes to change a 

rule that the Exchange has incorporated 

by reference. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.17

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–01699 Filed 1–27–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94037; File No. SR–BX– 

2022–002] 

Self-Regulatory Organizations; Nasdaq 

BX, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend References to 

FINRA Continuing Education Fees 

January 24, 2022. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on January 

12, 2022, Nasdaq BX, Inc. (‘‘BX’’ 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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

BX’s Pricing Schedule at Equity 7, 

Section 30, Regulatory, Registration and 

Processing Fees, to reflect adjustments 

to FINRA Continuing Education Fees. 

The Exchange also proposes technical 

amendments to BX Options 7, Section 1, 

General Provisions. 

While the changes proposed herein 

are effective upon filing, the Exchange 

has designated the new Maintaining 

Qualifications Program (‘‘MQP’’) Fee, 

elimination of the $100 Continuing 

Education Session Fee, and technical 

amendments to become operative on 

January 31, 2022. Additionally, the 

Exchange designates an $18 Continuing 

Education Regulatory Element Session 

Fee to become operative on January 1, 

2023.3

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/bx/rules, 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 

This proposal amends BX’s Pricing 

Schedule at Equity 7, Section 30, 

Regulatory, Registration and Processing 

Fees, to reflect adjustments to FINRA 

Continuing Education Fees.4 The FINRA 

fees are collected and retained by 

FINRA via Web CRD for the registration 

of employees of BX Members that are 

not FINRA members (‘‘Non-FINRA 

members’’). The Exchange is merely 

listing these fees on its Pricing 

Schedule. The Exchange does not 

collect or retain these fees. 

Today, BX Equity 7, Section 30, 

provides a list of FINRA Web CRD Fees, 

Fingerprint Processing Fees, and 

Continuing Education Fees. The 

Exchange proposes to amend the 

Continuing Education Fees within 

Equity 7, Section 30 on behalf of the 

Exchange. The fees listed within Equity 

7, Section 30 reflect fees set by FINRA. 

Specifically, the Exchange proposes to 

decrease the $55 Continuing Education 

Web-based Fee to $18. This amendment 

is made in accordance with a recent 

FINRA rule change to adjust to its fees.5


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Federal Register / Vol. 87, No. 19 / Friday, January 28, 2022 / Notices 4679 

administered by FINRA and focuses on regulatory 

requirements and industry standards. The proposed 

rule change also included amendments to the Firm 

Element training, which is provided by each firm 

annually to its registered persons and focuses on 

securities products, services and strategies the firm 

offers, firm policies and industry trends. 

6FINRA notes that the proposed $18 annual fee 

is comparable to the current $55 fee over a threeyear period. Moreover, the proposed fee for the 

annual Regulatory Element would be the same for 

all registered persons, regardless of the amount of 

annual content that they would be required to 

complete (that is, an individual who holds multiple 

registrations would be subject to the same proposed 

$18 annual fee as an individual who holds a single 

registration). See note 3 above. 

7The Exchange would file to remove the rule text 

concerning the $55 fee once the $18 fee becomes 

operative. 

8See Securities Exchange Act Release No. 75581 

(July 31, 2015), 80 FR 47018 (August 6, 2015) (SR– 

FINRA–2015–015) (Order Approving a Proposed 

Rule Change to Provide a Web-based Delivery 

Method for Completing the Regulatory Element of 

the Continuing Education Requirements). FINRA 

phased out the test center delivery as of July 1, 

2016. See FINRA Information Notice dated May 16, 

2016 (https://www.finra.org/rules-guidance/notices/ 

information-notice-051616). 

9 15 U.S.C. 78f(b). 

10 15 U.S.C. 78f(b)(4) and (5). 

11See note 3 above. 

12See note 8 above. 

FINRA currently charges a fee of $55 to 

each individual who completes the 

Regulatory Element of the Continuing 

Education Requirements pursuant to 

Exchange General 4, Section 1240. In 

conjunction with the amendments to 

transition to an annual Regulatory 

Element requirement, FINRA amended 

the Continuing Education Regulatory 

Element Session Fee from $55 to $18.6

FINRA indicated in the Continuing 

Education Fee Filing that it would begin 

assessing the $18 Continuing Education 

Regulatory Element Session Fee as of 

January 1, 2023 to coincide with the 

effective date of the transition to an 

annual Regulatory Element 

requirement.7

The Exchange proposes to eliminate 

the $100.00 continuing education fee for 

each individual who is required to 

complete the S101 or S201. This fee 

applied to continuing education 

programs administered at test centers. In 

2015, FINRA filed to end test center 

delivery of the Regulatory Element.8

Effective October 1, 2015, Web-based 

delivery has been available for the 

Regulatory Element. The revised fee of 

$18 is a Web-based delivery. The 

Exchange proposes to remove the 

outdated continuing education fee of 

$100 from its Pricing Schedule related 

to test center delivery. 

The Exchange also proposes to adopt 

a new Maintaining Qualifications 

Program (‘‘MQP’’) Fee of $100 fee for 

each individual electing to participate 

in the continuing education program, 

following the termination of a 

registration category, under FINRA Rule 

1240(c) for each year that such 

individual is participating in the 

program. Individuals who elect to 

participate in the MQP within two years 

from the termination of a registration 

would also be assessed any accrued 

annual fee. The proposed annual fee 

would be assessed at the time an eligible 

individual elects to participate in the 

continuing education program under 

FINRA Rule 1240(c) and thereafter 

annually each year that the individual 

continues in the program. This fee is 

paid directly to FINRA. FINRA 

indicated in the Continuing Education 

Fee Filing that it would begin assessing 

the $100 MQP fee as of January 31, 

2022. 

With respect to the rule text, the 

current $55 Continuing Education Fee is 

being reworded to reflect the 

elimination of the $100 fee and renamed 

the ‘‘Continuing Education Regulatory 

Element Session Fee.’’ The $55 will 

remain in effect until January 1, 2023 so 

it is being retained in the Pricing 

Scheduled with a note that ‘‘This fee 

will be amended on January 1, 2023 as 

noted below.’’ 

The FINRA Fees are user-based and 

there is no distinction in the cost 

incurred by FINRA if the user is a 

FINRA member or a Non-FINRA 

member. Accordingly, the proposed fees 

mirror those currently assessed by 

FINRA. 

Technical Amendment 

The Exchange also proposes to make 

technical amendments to BX Options 7, 

Section 1, General Provisions. The 

Exchange proposes to re-letter the entire 

section in order to easily cite to the 

various sections. Proposed ‘‘(a)’’ 

contains references that the Exchange 

proposes to alphabetize, without change 

to the rule text. The term ‘‘Joint Back 

Office’’ or ‘‘JBO’’ would be re-located to 

proposed section ‘‘a’’ as that is a 

descriptive term and does not belong 

with proposed ‘‘d’’. 

The Exchange proposes to add a new 

‘‘b’’ and header, ‘‘For Purposes of 

Common Ownership Aggregation of 

Activity of Affiliated Members and 

Member Organizations’’ to more clearly 

delineate the rule text associated with 

aggregation of the activity of affiliates. 

The Exchange would also re-letter and 

re-number that section. 

A ‘‘c’’ is proposed to be added to the 

adding and removing liquidity 

paragraph. 

A ‘‘d’’ and new header is proposed to 

be added before the Removal of Days. 

The new header would provide, ‘‘For 

purposes of determining equity tier 

calculations under this section, any day 

that the market is not open for the entire 

trading day will be excluded from such 

calculation.’’ This new header would 

introduce the rule text which follows. 

Finally, an ‘‘e’’ is proposed before the 

Collection of Exchange Fees and Other 

Claims section. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,9 in general, and furthers the 

objectives of Sections 6(b)(4) and 6(b)(5) 

of the Act,10 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 believes it is reasonable 

to decrease the $55 Continuing 

Education Regulatory Element Session 

Fee for all Registrations to $18 in 

accordance with an adjustment to 

FINRA’s fees.11 The Exchange’s rule text 

will reflect the current rates for 

continuing education that will be 

assessed by FINRA as of January 1, 

2023. The proposed fee is identical to a 

fee adopted by FINRA related to its 

continuing education. The costs are 

borne by FINRA when a Non-FINRA 

member engages in continuing 

education. 

The Exchange believes eliminating 

the outdated $100 fee for continuing 

education is reasonable as test center 

delivery of the Regulatory Element was 

phased out in 2016 and the continuing 

education programs are no longer 

offered at testing centers.12

The Exchange believes that it is 

reasonable to adopt a new MQP Fee of 

$100 for each individual electing to 

participate in the continuing education 

program under FINRA Rule 1240(c) for 

each year that such individual is 

participating in the program. 

Individuals who elect to participate in 

the program within two years from the 

termination of a registration would also 

be assessed any accrued annual fee. The 

proposed fee is identical to a fee 

adopted by FINRA related to its 

continuing education. The costs are 

borne by FINRA when a Non-FINRA 

member engages in continuing 

education. 

Further, the proposal is also equitable 

and not unfairly discriminatory because 

the Exchange will not be collecting or 

retaining these fees, therefore, the 

Exchange will not be in a position to 


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4680 Federal Register / Vol. 87, No. 19 / Friday, January 28, 2022 / Notices 

13See note 8 above. 14 15 U.S.C. 78s(b)(3)(A)(ii). 

15 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

apply them in an inequitable or unfairly 

discriminatory manner. 

Technical Amendment 

The Exchange’s proposal to make 

technical amendments within BX 

Options 7, Section 1 is reasonable, 

equitable and not unfairly 

discriminatory as the amendments are 

non-substantive. The amendments will 

bring greater clarity to the rule text. 

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. The 

Exchange does not believe that this 

proposal creates an unnecessary or 

inappropriate inter-market burden on 

competition as FINRA’s fees apply to all 

market participants. Specifically, the 

Exchange does not believe that this 

proposal creates an unnecessary or 

inappropriate intra-market burden on 

competition as the decreased 

Continuing Education Regulatory 

Element Session Fee for all Registrations 

of $18 will be assessed by FINRA to all 

Members who are required to complete 

the Regulatory Element of the 

Continuing Education Requirements 

pursuant to Exchange General 4, Section 

1240. Likewise, with respect to the $100 

MQP Fee, the Exchange does not believe 

that this proposal creates an 

unnecessary or inappropriate intramarket burden on competition because 

the fee will be assessed by FINRA to all 

individuals electing to participate in the 

continuing education program under 

FINRA Rule 1240(c) for each year that 

such individual is participating in the 

program. Finally, eliminating the 

outdated $100 fee for continuing 

education does not create an 

unnecessary or inappropriate intramarket burden on competition as test 

center delivery of the Regulatory 

Element was phased out and the 

continuing education programs are no 

longer offered at testing centers.13

Further, the proposal does not impose 

an undue burden on competition 

because the Exchange will not be 

collecting or retaining these fees, 

therefore, the Exchange will not be in a 

position to apply them in an inequitable 

or unfairly discriminatory manner. 

Technical Amendment 

The Exchange’s proposal to make 

technical amendments within BX 

Options 7, Section 1 does not impose an 

undue burden on competition as the 

amendments are non-substantive. The 

amendments will bring greater clarity to 

the rule text. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act.14

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– 

BX–2022–002 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–BX–2022–002. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–BX–2022–002 and should 

be submitted on or before February 18, 

2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–01711 Filed 1–27–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94040; File No. SR–GEMX– 

2022–02] 

Self-Regulatory Organizations; Nasdaq 

GEMX, LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend References to 

FINRA Continuing Education Fees 

January 24, 2022. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on January 

11, 2022, Nasdaq GEMX, LLC (‘‘GEMX’’ 

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. 


jspears on DSK121TN23PROD with NOTICES1