18444 Federal Register / Vol. 87, No. 61 / Wednesday, March 30, 2022 / Notices 

18NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. 

Cir. 2010) (quoting Securities Exchange Act Release 

No. 59039 (December 2, 2008), 73 FR 74770, 74782– 

83 (December 9, 2008) (SR–NYSEArca–2006–21)). 

19 15 U.S.C. 78s(b)(3)(A). 

20 17 CFR 240.19b–4(f). 21 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Securities Exchange Act Release No. 93856 

(December 22, 2021), 86 FR 74185 (December 29, 

2021) (SR–NSCC–2021–016) (‘‘Notice’’). 

4Comments are available at https://www.sec.gov/ 

comments/sr-nscc-2021-016/srnscc2021016.htm. 

5 15 U.S.C. 78s(b)(2). 

6Securities Exchange Act Release No. 94068 

(January 26, 2022), 87 FR 5544 (February 1, 2022) 

(SR–NSCC–2021–016). 

7 15 U.S.C. 78s(b)(2)(B). 

fact that this market is competitive has 

also long been recognized by the courts. 

In NetCoalition v. Securities and 

Exchange Commission, the D.C. Circuit 

stated as follows: ‘‘[n]o one disputes 

that competition for order flow is 

‘fierce.’ . . . As the SEC explained, ‘[i]n 

the U.S. national market system, buyers 

and sellers of securities, and the brokerdealers that act as their order-routing 

agents, have a wide range of choices of 

where to route orders for execution’; 

[and] ‘no exchange can afford to take its 

market share percentages for granted’ 

because ‘no exchange possesses a 

monopoly, regulatory or otherwise, in 

the execution of order flow from broker 

dealers’. . . .’’.18 Accordingly, the 

Exchange does not believe its proposed 

fee change imposes any burden on 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange neither solicited nor 

received comments on the proposed 

rule change. 

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) 

of the Act 19 and paragraph (f) of Rule 

19b–4 20 thereunder. 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 

to determine whether the proposed rule 

change 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– 

CboeEDGX–2022–014 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–CboeEDGX–2022–014. 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–CboeEDGX–2022–014 and 

should be submitted on or before April 

20, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.21

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–06631 Filed 3–29–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94494; File No. SR–NSCC– 

2021–016] 

Self-Regulatory Organizations; 

National Securities Clearing 

Corporation; Order Instituting 

Proceedings To Determine Whether To 

Approve or Disapprove a Proposed 

Rule Change To Enhance Capital 

Requirements and Make Other 

Changes 

March 23, 2022. 

I. Introduction 

On December 13, 2021, National 

Securities Clearing Corporation 

(‘‘NSCC’’) filed with the Securities and 

Exchange Commission (‘‘Commission’’) 

proposed rule change SR–NSCC–2021– 

016 (the ‘‘Proposed Rule Change’’) 

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

Securities Exchange Act of 1934 

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

The Proposed Rule Change was 

published for comment in the Federal 

Register on December 29, 2021,3 and the 

Commission has received comments 

regarding the changes proposed in the 

Proposed Rule Change.4

On January 26, 2022, pursuant to 

Section 19(b)(2) of the Act,5 the 

Commission designated a longer period 

within which to approve, disapprove, or 

institute proceedings to determine 

whether to approve or disapprove the 

Proposed Rule Change.6 This order 

institutes proceedings, pursuant to 

Section 19(b)(2)(B) of the Act,7 to 

determine whether to approve or 

disapprove the Proposed Rule Change. 

II. Summary of the Proposed Rule 

Change 

As described in the Notice, NSCC 

proposes to amend the Rules and 

Procedures (‘‘Rules’’) in order to (1) 

revise its capital requirements for 

Members and Limited Members 

(collectively, ‘‘members’’), (2) 

streamline its two credit risk monitoring 

systems, Watch List and enhanced 

surveillance list, and (3) make certain 

other clarifying, technical, and 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 87, No. 61 / Wednesday, March 30, 2022 / Notices 18445 

8The description of the Proposed Rule Change is 

based on the statements prepared by NSCC in the 

Notice. See Notice, supra note 3. Capitalized terms 

used herein and not otherwise defined herein are 

defined in the Rules, available at https://

www.dtcc.com/-/media/Files/Downloads/legal/ 

rules/nscc_rules.pdf. 

9 15 U.S.C. 78s(b)(2)(B). 

10 Id. 

11 15 U.S.C. 78q–1. 

12 15 U.S.C. 78q–1(b)(3)(F). 

13 15 U.S.C. 78q–1(b)(3)(I). 

14 17 CFR 240.17Ad–22(e)(18). 

15 15 U.S.C. 78q–1(b)(3)(F). 

16 15 U.S.C. 78q–1(b)(3)(I). 

17 17 CFR 240.17Ad–22(e)(18). 

18See Notice, supra note 3. 

supplementary changes to implement 

items (1) and (2).8

First, NSCC proposes to revise various 

aspects of its capital requirements for 

several types of members. NSCC 

proposes to increase minimum capital 

requirements for certain members. For 

example, for U.S. broker-dealers, the 

capital requirements would be 

determined using a tiered system based 

generally on the volatility component of 

a member’s margin (referred to as the 

value-at-risk tier). NSCC also proposes 

to revise how it measures certain 

members’ capital by incorporating 

common equity tier 1 capital, and the 

standards established in the capital 

adequacy rules and regulations of the 

Federal Deposit Insurance Corporation. 

NSCC would revise the reporting 

requirements concerning the capital 

requirements for certain members. In 

addition, for certain types of members 

who currently do not have specific 

amounts for their minimum capital 

requirements, the proposal would 

establish such a requirement. 

Second, NSCC proposes to revise its 

Watch List and enhanced surveillance 

list, which are both currently used for 

credit risk monitoring. NSCC proposes 

to revise its Watch List and delete its 

enhanced surveillance list. NSCC also 

proposes to clarify that members on the 

Watch List are reported to NSCC’s 

management committees and regularly 

reviewed by NSCC’s senior 

management. 

Third, NSCC proposes to (1) revise or 

add headings and sub-headings as 

appropriate, (2) revise defined terms 

and add appropriate defined terms to 

facilitate the proposed changes, (3) 

rearrange and consolidate paragraphs to 

promote readability, (4) fix 

typographical and other errors, and (5) 

other changes in order to improve 

clarity and the accessibility and 

transparency of the Rules. 

III. Proceedings To Determine Whether 

To Approve or Disapprove the 

Proposed Rule Change and Grounds for 

Disapproval Under Consideration 

The Commission is instituting 

proceedings pursuant to Section 

19(b)(2)(B) of the Act 9 to determine 

whether the Proposed Rule Change 

should be approved or disapproved. 

Institution of proceedings is appropriate 

at this time in view of the legal and 

policy issues raised by the Proposed 

Rule Change. Institution of proceedings 

does not indicate that the Commission 

has reached any conclusions with 

respect to any of the issues involved. 

Rather, the Commission seeks and 

encourages interested persons to 

comment on the Proposed Rule Change, 

providing the Commission with 

arguments to support the Commission’s 

analysis as to whether to approve or 

disapprove the Proposed Rule Change. 

Pursuant to Section 19(b)(2)(B) of the 

Act,10 the Commission is providing 

notice of the grounds for disapproval 

under consideration. The Commission is 

instituting proceedings to allow for 

additional analysis of, and input from 

commenters with respect to, the 

Proposed Rule Change’s consistency 

with Section 17A of the Act,11 and the 

rules thereunder, including the 

following provisions: 

• Section 17A(b)(3)(F) of the Act,12

which requires, among other things, that 

the rules of a clearing agency must be 

designed to promote the prompt and 

accurate clearance and settlement of 

securities transactions, to assure the 

safeguarding of securities and funds 

which are in the custody or control of 

the clearing agency or for which it is 

responsible, and to protect investors and 

the public interest; 

• Section 17A(b)(3)(I) of the Act,13

which requires that the rules of a 

clearing agency do not impose any 

burden on competition not necessary or 

appropriate in furtherance of the 

purposes of the Act; 

• Rule 17Ad–22(e)(18) under the 

Act,14 which requires that a covered 

clearing agency establish, implement, 

maintain, and enforce written policies 

and procedures reasonably designed to 

establish objective, risk-based, and 

publicly disclosed criteria for 

participation, which permit fair and 

open access by direct and, where 

relevant, indirect participants and other 

financial market utilities, require 

participants to have sufficient financial 

resources and robust operational 

capacity to meet obligations arising from 

participation in the clearing agency, and 

monitor compliance with such 

participation requirements on an 

ongoing basis. 

IV. Procedure: Request for Written 

Comments 

The Commission requests that 

interested persons provide written 

submissions of their views, data, and 

arguments with respect to the issues 

identified above, as well as any other 

concerns they may have with the 

Proposed Rule Change. In particular, the 

Commission invites the written views of 

interested persons concerning whether 

the Proposed Rule Change is consistent 

with Section 17A(b)(3)(F) of the Act,15

Section 17A(b)(3)(I) of the Act,16 Rule 

17Ad–22(e)(18) under the Act,17 or any 

other provision of the Act, or the rules 

and regulations thereunder. 

Interested persons are invited to 

submit written data, views, and 

arguments regarding whether the 

Proposed Rule Change should be 

approved or disapproved by April 20, 

2022. Any person who wishes to file a 

rebuttal to any other person’s 

submission must file that rebuttal by 

May 4, 2022. 

The Commission asks that 

commenters address the sufficiency of 

NSCC’s statements in support of the 

Proposed Rule Change, which are set 

forth in the Notice,18 in addition to any 

other comments they may wish to 

submit about the Proposed Rule Change. 

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– 

NSCC–2021–016 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–NSCC–2021–016. 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 


khammond on DSKJM1Z7X2PROD with NOTICES
18446 Federal Register / Vol. 87, No. 61 / Wednesday, March 30, 2022 / Notices 

19 17 CFR 200.30–3(a)(31). 

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

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A)(iii). 

4 17 CFR 240.19b–4(f)(6). 

5See Securities and Exchange Act No. 93097 

(September 21, 2021), 86 FR 53358 (September 27, 

2021) (SR–FINRA–2021–015) (Order Approving a 

Proposed Rule Change To Amend FINRA Rules 

1210 (Registration Requirements) and 1240 

(Continuing Education Requirements)). 

6See FINRA Regulatory Notice 21–41 (November 

17, 2021). 

7 ‘‘TPH’’ refers to Trading Permit Holder. See Rule 

1.1. 

8An individual’s initial annual Regulatory 

Element due date will be December 31, 2023. 

9See Rule 3.33(a). An individual’s registration 

anniversary date is generally the date they initially 

registered in the Central Registration Depository 

(‘‘CRD®’’) system. However, an individual’s 

registration anniversary date would be reset if the 

individual has been out of the industry for two or 

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 NSCC and on DTCC’s website 

(http://dtcc.com/legal/sec-rulefilings.aspx). 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–NSCC– 

2021–016 and should be submitted on 

or before April 20, 2022. Rebuttal 

comments should be submitted by May 

4, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.19

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–06512 Filed 3–29–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94513; File No. SR–CBOE– 

2022–012] 

Self-Regulatory Organizations; Cboe 

Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend Its Rules 

Relating to the Continuing Education 

for Registered Persons as Provided 

Under Exchange Rule 3.33 and To 

Amend Related Registration 

Requirements as Provided Under Rule 

3.30 

March 24, 2022. 

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

Securities Exchange Act of 1934 (the 

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

notice is hereby given that on March 15, 

2022, Cboe Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘Cboe Options’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the Exchange. The 

Exchange filed the proposal as a ‘‘noncontroversial’’ proposed rule change 

pursuant to Section 19(b)(3)(A)(iii) of 

the Act 3 and Rule 19b–4(f)(6) 

thereunder.4 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 its 

rules relating to the Continuing 

Education for Registered Persons as 

provided under Exchange Rule 3.33 and 

to amend related Registration 

Requirements as provided under Rule 

3.30. The text of the proposed rule 

change is provided in Exhibit 5. 

The text of the proposed rule change 

is also available on the Exchange’s 

website (http://www.cboe.com/ 

AboutCBOE/ 

CBOELegalRegulatoryHome.aspx), at 

the Exchange’s Office of the Secretary, 

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 

(i) Background 

The continuing education program for 

registered persons of broker-dealers 

(‘‘CE Program’’) currently requires 

registered persons to complete 

continuing education consisting of a 

Regulatory Element and a Firm Element. 

The Regulatory Element is delivered 

through a web-based delivery method 

called ‘‘CE Online,’’ which is 

administered through the Financial 

Industry Regulatory Authority, Inc. 

(‘‘FINRA’’) online continuing education 

system, and focuses on regulatory 

requirements and industry standards, 

while the Firm Element is provided by 

each firm and focuses on securities 

products, services and strategies the 

firm offers, firm policies and industry 

trends. The CE Program for registered 

persons is codified under Exchange 

Rule 3.33. 

The Securities and Exchange 

Commission (the ‘‘SEC’’ or the 

‘‘Commission’’) recently approved a 

proposal submitted by FINRA relating to 

its CE Program.5 The Exchange 

understands that other exchanges have 

or will propose similar amendments 

based on FINRA’s rule changes. 

Therefore, the Exchange proposes to 

amend and enhance its own CE Program 

as provided under Rule 3.33 and its 

related Registration Requirements as 

provided under Rule 3.30 in response to 

FINRA’s amended CE Program and to 

facilitate compliance with the 

Exchange’s CE Program requirements by 

members of multiple exchanges. The 

Exchange proposes to implement the 

proposed rule changes to align with 

FINRA’s CE Program implementation 

dates.6 Specifically, the proposed 

implementation dates are as follows: 

Changes relating to proposed Rule 

3.33(c) (Continuing Education Program 

for Persons Maintaining Their 

Qualification Following the 

Termination of a Registration Category) 

will become effective March 15, 2022; 

changes relating to Rule 3.30.09 (Waiver 

of Examination for Individuals Working 

for a Financial Services Industry 

Affiliate of a TPH) 7 (referred to as the 

‘‘FSA waiver program’’ or ‘‘FSAWP’’) 

will become effective March 15, 2022; 

and all other changes, including 

changes to Rules 3.33(a) (Regulatory 

Element) 8 and 3.33(b) (Firm Element) 

will become effective January 1, 2023. 

a. Regulatory Element 

Exchange Rule 3.33(a) currently 

requires a registered person to complete 

the applicable Regulatory Element 

initially within 120 days after the 

person’s second registration anniversary 

date and, thereafter, within 120 days 

after every third registration anniversary 

date.9 The Exchange may extend these 


khammond on DSKJM1Z7X2PROD with NOTICES