4676 Federal Register / Vol. 87, No. 19 / Friday, January 28, 2022 / Notices 

24 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78mm(a)(1). 

2 15 U.S.C. 78s(b). 

3See Letter from Angela S. Dunn, Principal 

Associate General Counsel, Nasdaq, to J. Matthew 

DeLesDernier, Assistant Secretary, Commission, 

dated January 20, 2022 (‘‘Exemptive Request’’). 

4 17 CFR 240.0–12. 

5See Exemptive Request, supra note 3, at 5. 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

MIAX–2022–05 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–MIAX–2022–05. 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–MIAX–2022–05 and should 

be submitted on or before February 18, 

2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.24

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–01702 Filed 1–27–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94031] 

Order Granting Application by The 

Nasdaq Stock Market LLC for an 

Exemption Pursuant to Section 36(a) of 

the Exchange Act From the Rule Filing 

Requirements of Section 19(b) of the 

Exchange Act With Respect to Certain 

Rules Incorporated by Reference 

January 24, 2022. 

The Nasdaq Stock Market LLC 

(‘‘Nasdaq’’ or ‘‘Exchange’’) has filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) an 

application for an exemption under 

Section 36(a)(1) of the Securities 

Exchange Act of 1934 (‘‘Exchange 

Act’’) 1 from the rule filing requirements 

of Section 19(b) of the Exchange Act 2

with respect to certain rules of the 

Financial Industry Regulatory 

Authority, Inc. (‘‘FINRA’’), Cboe 

Exchange, Inc. (‘‘Cboe’’), and New York 

Stock Exchange LLC (‘‘NYSE’’), that the 

Exchange seeks to incorporate by 

reference.3 Section 36 of the Exchange 

Act, subject to certain limitations, 

authorizes the Commission to 

conditionally or unconditionally 

exempt any person, security, or 

transaction, or any class thereof, from 

any provision of the Exchange Act or 

rule thereunder, if necessary or 

appropriate in the public interest and 

consistent with the protection of 

investors. 

The Exchange has requested, pursuant 

to Rule 0–12 under the Exchange Act,4

that the Commission grant the Exchange 

an exemption from the rule filing 

requirements of Section 19(b) of the 

Exchange Act for changes to the 

Exchange’s rules that are effected solely 

by virtue of a change to a crossreferenced FINRA, Cboe, or NYSE rule. 

Specifically, the Exchange requests that 

it be permitted to incorporate by 

reference changes made to the FINRA, 

Cboe, and NYSE rules that are crossreferenced in the Exchange’s rules 

identified below, without the need for 

the Exchange to file separately similar 

proposed rule changes pursuant to 

Section 19(b) of the Exchange Act: 5

• General 9, Section 1(b) (Prohibition 

Against Trading Ahead of Customer 

Orders) cross-references FINRA Rule 

5320 (except for FINRA Rule 5320.02(b) 

and the reference to FINRA Rule 6420 

in FINRA Rule 5320). 

• General 9, Section 1(c) (Front 

Running Policy) cross-references FINRA 

Rule 5270. 

• General 9, Section 1(f) 

(Confirmation of Callable Common 

Stock) cross-references FINRA Rule 

2232. 

• General 9, Section 1(h) (Interfering 

With the Transfer of Customer Accounts 

in the Context of Employment Disputes) 

cross-references FINRA Rule 2140. 

• General 9, Section 2 (Customers’ 

Securities or Funds) cross-references 

FINRA Rule 2150. 

• General 9, Section 3 

(Communications with the Public) 

cross-references FINRA Rule 2210 

(except for FINRA Rule 2210(c)). 

• General 9, Section 5 

(Telemarketing) cross-references FINRA 

Rule 3230. 

• General 9, Section 6 (Forwarding of 

Proxy and Other Issuer-Related 

Materials) cross-references FINRA Rule 

2251. 

• General 9, Section 7 (Disclosure of 

Financial Condition, Control 

Relationship with Issuer and 

Participation or Interest in Primary or 

Secondary Distribution) cross-references 

FINRA Rules 2261, 2262, and 2269. 

• General 9, Section 8 (SIPC 

Information) cross-references FINRA 

Rule 2266. 

• General 9, Section 9 (Fairness 

Opinions) cross-references FINRA Rule 

5150. 

• General 9, Section 10(a) 

(Recommendations to Customers 

(Suitability)) cross-references FINRA 

Rule 2111 (except for the references to 

FINRA Rule 2214 in FINRA Rule 2111). 

• General 9, Section 10(c) (Know 

Your Customer) cross-references FINRA 

Rule 2090. 

• General 9, Section 11 (Best 

Execution and Interpositioning) crossreferences FINRA Rule 5310 (except for 

the references to FINRA Rule 2121 and 

its supplementary material in FINRA 

Rule 5310). 

• General 9, Section 12 (Customer 

Account Statements) cross-references 

FINRA Rule 2231. 

• General 9, Section 13 (Margin 

Disclosure Statement) cross-references 

FINRA Rule 2264. 

• General 9, Section 14 (Approval 

Procedures for Day-Trading Accounts) 

cross-references FINRA Rules 2130 and 

2270. 

• General 9, Section 15 (Borrowing 

From or Lending to Customers) crossreferences FINRA Rule 3240. 

• General 9, Section 16 (Charges for 

Services Performed) cross-references 

FINRA Rule 2122. 


jspears on DSK121TN23PROD with NOTICES1
Federal Register / Vol. 87, No. 19 / Friday, January 28, 2022 / Notices 4677 

6See id. at 6, n.12. The Exchange also states that 

it is not ‘‘cherry picking’’ because the Exchange 

would be incorporating categories of rules. See id. 

7See id. at 6. The Exchange represents that it will 

provide such notice via a posting on the same 

website location where the Exchange posts its own 

rule filings pursuant to Rule 19b–4(l) within the 

time frame required by such rule. See id. at 6, n.13. 

The website posting will include a link to the 

location on FINRA’s, Cboe’s, or NYSE’s website 

where the applicable proposed rule change is 

posted. See id. 

8See id. at 6. 

9See id. 

10See id. at 5. 

11See id. at 5–6. 

12See, e.g., Securities Exchange Act Release Nos. 

83296 (May 21, 2018), 83 FR 24362 (May 25, 2018) 

(order granting NYSE National, Inc.’s exemptive 

request relating to rules of FINRA incorporated by 

reference); 83040 (April 12, 2018), 83 FR 17198 

(April 18, 2018) (order granting MIAX PEARL, 

LLC’s exemptive request relating to rules of the 

Miami International Securities Exchange, LLC 

incorporated by reference); 76998 (January 29, 

2016), 81 FR 6066, 6083–84 (February 4, 2016) 

(order granting application for registration as a 

national securities exchange of ISE Mercury, LLC 

and exemptive request relating to rules of certain 

self-regulatory organizations (‘‘SROs’’) (including 

FINRA) incorporated by reference); 61534 (February 

18, 2010), 75 FR 8760 (February 25, 2010) (order 

granting BATS Exchange, Inc.’s exemptive request 

relating to rules incorporated by reference by the 

BATS Exchange Options Market rules) (‘‘BATS 

Options Market Order’’); 61152 (December 10, 

2009), 74 FR 66699, 66709–10 (December 16, 2009) 

(order granting application for registration as a 

national securities exchange of C2 Options 

Exchange, Incorporated and exemptive request 

relating to rules of the Chicago Board Options 

Exchange, Incorporated, incorporated by reference). 

• General 9, Section 17 (Net 

Transactions with Customers) crossreferences FINRA Rule 2124. 

• General 9, Section 19 (Discretionary 

Accounts) cross-references FINRA Rule 

3260. 

• General 9, Section 20 (Supervision) 

cross-references FINRA Rules 3110 and 

3170. 

• General 9, Section 21 (Supervisory 

Control System, Annual Certification of 

Compliance and Supervisory Processes) 

cross-references FINRA Rules 3120 and 

3130 (except for the references to MSRB 

rules in FINRA Rule 3130). 

• General 9, Section 23 (Outside 

Business Activities of an Associated 

Person) cross-references FINRA Rule 

3270. 

• General 9, Section 24 (Private 

Securities Transactions of an Associated 

Person) cross-references FINRA Rule 

3280. 

• General 9, Section 25 (Transactions 

for or by Associated Persons) crossreferences FINRA Rule 3210. 

• General 9, Section 26 (Influencing 

or Rewarding Employees of Others) 

cross-references FINRA Rule 3220. 

• General 9, Section 27 (Reporting 

Requirements) cross-references FINRA 

Rule 4530 (except for FINRA Rule 

4530(h)). 

• General 9, Section 28 (Disclosure to 

Associated Persons When Signing Form 

U4) cross-references FINRA Rule 2263 

(except for subsection (2) of FINRA Rule 

2263). 

• General 9, Section 30 (Books and 

Records) cross-references FINRA Rule 

4511. 

• General 9, Section 31 (Use of 

Information Obtained in Fiduciary 

Capacity) cross-references FINRA Rule 

2060. 

• General 9, Section 33 (Reporting 

Requirements for Clearing Firms) crossreferences FINRA Rule 4540. 

• General 9, Section 34 (Extensions of 

Time Under Regulation T and SEC Rule 

15c3–3) cross-references FINRA Rule 

4230. 

• General 9, Section 37 (Anti-Money 

Laundering Compliance Program) crossreferences FINRA Rule 3310. 

• General 9, Section 38(b) (Margin 

Requirements) cross-references FINRA 

Rule 4210. 

• General 9, Section 39(b) (Fidelity 

Bonds) cross-references FINRA Rule 

4360. 

• General 9, Section 40 (Capital 

Compliance) cross-references FINRA 

Rule 4110. 

• General 9, Section 41 (Regulatory 

Notification and Business Curtailment) 

cross-references FINRA Rule 4120. 

• General 9, Section 42 (Audit) crossreferences FINRA Rule 4140. 

• General 9, Section 43 (General 

Requirements) cross-references FINRA 

Rule 4511. 

• General 9, Section 44 (Records of 

Written Customer Complaints) crossreferences FINRA Rule 4513. 

• General 9, Section 45 (Customer 

Account Information) cross-references 

FINRA Rule 4512. 

• General 9, Section 46 

(Authorization Records for Negotiable 

Instruments Drawn From a Customer’s 

Account) cross-references FINRA Rule 

4514. 

• General 9, Section 47 (Approval 

and Documentation of Changes in 

Account Name or Designation) crossreferences FINRA Rule 4515. 

• General 9, Section 48 (Notifications, 

Questionnaires and Reports) crossreferences FINRA Rule 4521. 

• Equity 10, Section 1 (Direct 

Participation Programs) cross-references 

FINRA Rules 2310 and 5110. 

• Equity 10, Section 2 (Investment 

Company Securities) cross-references 

FINRA Rule 2341 (except for the 

reference to FINRA Rule 2320 in FINRA 

Rule 2341). 

• Equity 11, Rule 11860 (Acceptance 

and Settlement of COD Orders) crossreferences FINRA Rule 11860. 

• Equity 11, Rule 11870 (Customer 

Account Transfer Contracts) crossreferences FINRA Rule 11870. 

• Options 6C, Section 3 (Margin 

Requirements) cross-references the 

initial and maintenance margin 

requirements of Cboe and NYSE. 

• Options 10, Section 20 

(Communications with Public 

Customers) cross-references FINRA’s 

Communications with Public Customers 

rule. 

The Exchange represents that the 

FINRA, Cboe, and NYSE rules listed 

above are regulatory rules and not 

trading rules.6 The Exchange represents 

that, as a condition to the requested 

exemption from Section 19(b) of the 

Exchange Act, the Exchange will 

provide written notice to its members 

whenever FINRA, Cboe, or NYSE 

proposes a change to a cross-referenced 

rule.7 The Exchange states that such 

notice will alert its members and 

persons associated with a member to the 

proposed FINRA, Cboe, or NYSE rule 

change and give them an opportunity to 

comment on the proposal.8 The 

Exchange further represents that it will 

inform members in writing when the 

Commission approves any such 

proposed rule changes.9

According to the Exchange, this 

exemption is appropriate because it 

would result in the Exchange’s rulebook 

being consistent with the relevant crossreferenced FINRA, Cboe, and NYSE 

rules at all times, thus ensuring 

consistent regulation of joint members 

of Nasdaq, FINRA, Cboe, and NYSE.10

The Exchange further states that, even if 

members are not joint members of 

Nasdaq, FINRA, Cboe, and NYSE, the 

exemption is appropriate because it will 

permit its rules to remain consistent 

with FINRA’s, Cboe’s, and NYSE’s rules 

and ensure consistent treatment of 

industry members with respect to the 

aforementioned rules.11

The Commission has issued 

exemptions similar to the Exchange’s 

request.12 In granting similar 

exemptions, the Commission stated that 

it would consider similar future 

exemption requests, provided that: 

• An SRO wishing to incorporate 

rules of another SRO by reference has 

submitted a written request for an order 

exempting it from the requirement in 

Section 19(b) of the Exchange Act to file 

proposed rule changes relating to the 

rules incorporated by reference, has 

identified the applicable originating 

SRO(s), together with the rules it wants 

to incorporate by reference, and 

otherwise has complied with the 

procedural requirements set forth in the 

Commission’s release governing 

procedures for requesting exemptive 


jspears on DSK121TN23PROD with NOTICES1
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


jspears on DSK121TN23PROD with NOTICES1