35836 Federal Register / Vol. 87, No. 113 / Monday, June 13, 2022 / Notices 

16See supra note 13. 

17NetCoalition 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–NYSE–2006–21)). 

18 15 U.S.C. 78s(b)(3)(A)(ii). 

19 17 CFR 240.19b–4(f)(2). 

20 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

that the ever-shifting market share 

among the exchanges from month to 

month demonstrates that market 

participants can shift order flow or 

discontinue to reduce use of certain 

categories of products, in response to 

new or different pricing structures being 

introduced into the market. 

Accordingly, competitive forces 

constrain the Exchange’s transaction 

fees and rebates, including with respect 

to executions of Added Displayed 

Volume and Added Non-Displayed 

Volume, and market participants can 

readily choose to send their orders to 

other exchange and off-exchange venues 

if they deem fee levels at those other 

venues to be more favorable. As 

described above, the proposed changes 

represent a competitive proposal 

through which the Exchange is seeking 

to decrease the Exchange’s expenditures 

with respect to its transaction pricing 

and to encourage additional order flow 

to the Exchange through volume-based 

tiers, which have been widely adopted 

by exchanges, including the Exchange. 

Accordingly, the Exchange believes the 

proposal would not burden, but rather 

promote, intermarket competition by 

enabling it to better compete with other 

exchanges that offer similar pricing 

incentives to market participants that 

achieve certain volume criteria and 

thresholds. 

Additionally, the Commission has 

repeatedly expressed its preference for 

competition over regulatory 

intervention in determining prices, 

products, and services in the securities 

markets. Specifically, in Regulation 

NMS, the Commission highlighted the 

importance of market forces in 

determining prices and SRO revenues 

and, also, recognized that current 

regulation of the market system ‘‘has 

been remarkably successful in 

promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 16 The 

fact that this market is competitive has 

also long been recognized by the courts. 

In NetCoalition v. SEC, 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’. . . .’’.17 Accordingly, the 

Exchange does not believe its proposed 

pricing changes impose 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)(ii) of the Act 18 and Rule 

19b–4(f)(2) 19 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 shall 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– 

MEMX–2022–15 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–MEMX–2022–15. 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–MEMX–2022–15 and 

should be submitted on or before July 5, 

2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.20

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–12653 Filed 6–10–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–95062; File No. SR– 

NYSENAT–2022–07] 

Self-Regulatory Organizations; NYSE 

National, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule of Amendments to the 

Exchange’s Rules Regarding 

Continuing Education Requirements 

June 7, 2022. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that on May 25, 

2022, NYSE National, Inc. (‘‘NYSE 


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4See Securities Exchange Act Release No. 93097 

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

2021) (SR–FINRA–2021–015) (‘‘FINRA Rule 

Change’’). 

5 Id. 

6See also Commentary .06 to Rule 2.1210 (All 

Registered Persons Must Satisfy the Regulatory 

Element of Continuing Education). 

7See Rule 2.2(e)(1)(A) and (1)(D). An individual’s 

registration anniversary date is generally the date 

they initially registered with the Exchange 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 more years and is 

required to requalify by examination, or obtain an 

examination waiver, in order to reregister. An 

individual’s registration anniversary date would 

also be reset if the individual obtains a conditional 

examination waiver that requires them to complete 

the Regulatory Element by a specified date. Nonregistered individuals who are participating in the 

waiver program under Commentary .08 to Rule 

2.1210 (Waiver of Examinations for Individuals 

Working for a Financial Services Industry Affiliate 

of an ETP Holder) (‘‘FSAWP participants’’) are also 

subject to the Regulatory Element. The Regulatory 

Element for FSAWP participants correlates to their 

most recent registration(s), and it must be 

completed based on the same cycle had they 

remained registered. FSAWP participants are 

eligible for a single, fixed seven-year waiver period 

from the date of their initial designation, subject to 

specified conditions. Registered persons who 

become subject to a significant disciplinary action, 

as specified in Rule 2.2(e)(1)(C) (Disciplinary 

Actions), may be required to retake the Regulatory 

Element within 120 days of the effective date of the 

disciplinary action, if they remain registered. 

Further, their cycle for participation in the 

Regulatory Element may be adjusted to reflect the 

effective date of the disciplinary action rather than 

their registration anniversary date. 

8See Rule 2.2(e)(1)(B) (Failure to Complete). 

9 Id. Individuals must complete the entire 

Regulatory Element session to be considered to 

have ‘‘completed’’ the Regulatory Element; partial 

completion is the same as non-completion. 

10This CE inactive two-year period is calculated 

from the date such persons become CE inactive, and 

it continues to run regardless of whether they 

terminate their registrations before the end of the 

two-year period. Therefore, if registered persons 

terminate their registrations while in a CE inactive 

status, they must satisfy all outstanding Regulatory 

Element prior to the end of the CE inactive two-year 

period in order to reregister with a member without 

having to requalify by examination or having to 

obtain an examination waiver. 

11The S101 (General Program for Registered 

Persons) and the S201 (Registered Principals and 

Supervisors). 

12The current content is presented in a single 

format leading individuals through a case that 

provides a story depicting situations that they may 

encounter in the course of their work. 

National’’ or the ‘‘Exchange’’) 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 self-regulatory 

organization. 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 amendments 

to the Exchange’s rules regarding 

continuing education requirements 

(Rule 2.2(e)) applicable to ETP Holders. 

The proposed rule change also makes 

conforming amendments to the 

Exchange’s rules regarding registration 

requirements (Rule 2.1210). Among 

other changes, the proposed rule change 

requires that the Regulatory Element of 

continuing education be completed 

annually rather than every three years 

and provides a path through continuing 

education for individuals to maintain 

their qualification following the 

termination of a registration. The 

proposed rule change is available on the 

Exchange’s website at www.nyse.com, at 

the principal office of the Exchange, and 

at the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization 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 those 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 parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend its 

continuing education requirements in 

Rule 2.2(e) and amend related 

registration requirements provided 

under various Commentaries to Rule 

2.1210. This proposed rule change is 

based on a filing recently submitted by 

the Financial Industry Regulatory 

Authority, Inc. (‘‘FINRA’’), and is 

intended to harmonize the Exchange’s 

continuing education rules with those of 

FINRA so as to promote uniform 

standards across the securities 

industry.4 The proposed rule change is 

discussed in detail below. 

The proposed changes are based on 

the changes approved by the 

Commission in the approval order for 

SR–FINRA–2021–015.5 The Exchange is 

proposing to adopt such changes 

substantially in the same form as 

proposed by FINRA, with only minor 

changes necessary to conform to the 

Exchange’s existing rules such as to 

remove cross-references and rules that 

are applicable to FINRA members but 

not to Exchange members. 

Continuing Education Rules 

(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, which is 

administered by FINRA on behalf of the 

Exchange, 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 is codified 

under the rules of the self-regulatory 

organizations (‘‘SROs’’). The CE 

Program for registered persons of 

Exchange members is codified under 

2.2(e).6

a. Regulatory Element 

Rule 2.2(e)(1) (Regulatory Element) 

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.7 The Exchange may 

extend these time frames for good cause 

shown.8 Registered persons who have 

not completed the Regulatory Element 

within the prescribed time frames will 

have their Exchange registrations 

deemed inactive and will be designated 

as ‘‘CE inactive’’ in the CRD system 

until the requirements of the Regulatory 

Element have been satisfied.9 A CE 

inactive person is prohibited from 

performing, or being compensated for, 

any activities requiring FINRA 

registration, including supervision. 

Moreover, if registered persons remain 

CE inactive for two consecutive years, 

they must requalify by retaking required 

examinations (or obtain a waiver of the 

applicable qualification 

examinations).10

The Regulatory Element consists of a 

subprogram for registered persons 

generally, and a subprogram for 

principals and supervisors.11 While 

some of the current Regulatory Element 

content is unique to particular 

registration categories, most of the 

content has broad application to both 

representatives and principals.12

The Regulatory Element was 

originally designed at a time when most 

individuals had to complete the 


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13The rule defines ‘‘covered registered persons’’ 

as any registered person who has direct contact 

with customers in the conduct of a member’s 

securities sales and trading activities, and the 

immediate supervisors of any such persons. See 

Rule 2.2(e)(2)(A) (Persons Subject to the Firm 

Element). 

14See Rule 2.2(e)(2)(B) (Standards for the Firm 

Element). 

15 Id. 

16See Commentary .07 to Rule 2.1210 (Lapse of 

Registration and Expiration of SIE). The two-year 

qualification period is calculated from the date 

individuals terminate their registration and the date 

the Exchange receives a new application for 

registration. The two-year qualification period does 

not apply to individuals who terminate a limited 

registration category that is a subset of a broader 

registration category for which they remain 

qualified. For instance, it would not apply to an 

individual who maintains his registration as a 

General Securities Representative but who 

terminates his registration as an Investment 

Company and Variable Contracts Products 

Representative. Such individuals have the option of 

reregistering in the more limited registration 

category without having to requalify by 

examination or obtain an examination waiver so 

long as they continue to remain qualified for the 

broader registration category. Further, the two-year 

qualification period only applies to the 

representative- and principal-level examinations; it 

does not extend to the Securities Industry Essentials 

(‘‘SIE’’) examination. The SIE examination is valid 

for four years, but having a valid SIE examination 

alone does not qualify an individual for registration 

as a representative or principal. Individuals whose 

registrations as representatives or principals have 

been revoked pursuant to Rule 10.8310 (Sanctions 

for Violation of the Rules) may only requalify by 

retaking the applicable representative- or principallevel examination in order to reregister as 

representatives or principals, in addition to 

satisfying the eligibility conditions for association 

with a firm. Waivers are granted either on a caseby-case basis under Commentary .02 to Rule 2.1210 

(Qualification Examinations and Waivers of 

Examinations) or as part of the waiver program 

under Commentary .08 to Rule 2.1210. 

17See supra note 4. FINRA’s changes are based 

on the CE Council’s September 2019 

recommendations to enhance the CE Program. See 

Recommended Enhancements for the Securities 

Industry Continuing Education Program, available 

at http://cecouncil.org/media/266634/councilrecommendations-final-.pdf. The CE Council is 

composed of securities industry representatives and 

representatives of SROs. The CE Council was 

formed in 1995 upon a recommendation from the 

Securities Industry Task Force on Continuing 

Education and was tasked with facilitating the 

development of uniform continuing education 

requirements for registered persons of brokerdealers. 

18When the CE Program was originally adopted 

in 1995, registered persons were required to 

complete the Regulatory Element on their second, 

fifth and 10th registration anniversary dates. See 

Securities Exchange Act Release No. 35341 

(February 8, 1995), 60 FR 8426 (February 14, 1995) 

(Order Approving File Nos. SR–AMEX–94–59; SR– 

CBOE–94–49; SR–CHX–94–27; SR–MSRB–94–17; 

SR–NASD–94–72; SR–NYSE–94–43; SR–PSE–94– 

35; and SR–PHLX–94–52). The change to the 

current three-year cycle was made in 1998 to 

provide registered persons more timely and 

effective training, consistent with the overall 

purpose of the Regulatory Element. See Securities 

Exchange Act Release No. 39712 (March 3, 1998), 

63 FR 11939 (March 11, 1998) (Order Approving 

File Nos. SR–CBOE–97–68; SR–MSRB–98–02; SR– 

NASD–98–03; and SR–NYSE–97–33). 

19See proposed Rules 2.2(e)(1)(A) and (1)(D). 

20See proposed Rules 2.1210, Commentary .06 

and 2.2(e)(1)(A). 

21See proposed Rules 2.2(e)(1)(A) and (1)(D). 

22See proposed Rule 2.2(e)(1)(A). 

Regulatory Element at a test center, and 

its design was shaped by the limitations 

of the test center-based delivery model. 

In 2015, FINRA transitioned the 

delivery of the Regulatory Element to an 

online platform (‘‘CE Online’’), which 

allows individuals to complete the 

content online at a location of their 

choosing, including their private 

residence. This online delivery provides 

FINRA with much greater flexibility in 

updating content in a timelier fashion, 

developing content tailored to each 

registration category and presenting the 

material in an optimal learning format. 

b. Firm Element 

Rule 2.2(e)(2) (Firm Element) 

currently requires each firm to develop 

and administer an annual Firm Element 

training program for covered registered 

persons.13 The rule requires firms to 

conduct an annual needs analysis to 

determine the appropriate training.14

Currently, at a minimum, the Firm 

Element must cover training in ethics 

and professional responsibility as well 

as the following items concerning 

securities products, services and 

strategies offered by the member: (1) 

general investment features and 

associated risk factors; (2) suitability 

and sales practice considerations; and 

(3) applicable regulatory 

requirements.15

A firm, consistent with its needs 

analysis, may determine to apply 

toward the Firm Element other required 

training. The current rule does not 

expressly recognize other required 

training, such as training relating to the 

anti-money laundering (‘‘AML’’) 

compliance program and training 

relating to the annual compliance 

meeting, for purposes of satisfying Firm 

Element training. 

c. Termination of a Registration 

Currently, individuals whose 

registrations as representatives or 

principals have been terminated for two 

or more years may reregister as 

representatives or principals only if they 

requalify by retaking and passing the 

applicable representative- or principallevel examination or if they obtain a 

waiver of such examination(s) (the 

‘‘two-year qualification period’’).16 The 

two-year qualification period was 

adopted prior to the creation of the CE 

Program and was intended to ensure 

that individuals who reregister are 

relatively current on their regulatory 

and securities knowledge. 

(ii) Proposed Rule Change 

After extensive work with the 

Securities Industry/Regulatory Council 

on Continuing Education (‘‘CE 

Council’’) and discussions with 

stakeholders, including industry 

participants and the North American 

Securities Administrators Association 

(‘‘NASAA’’), FINRA adopted the 

following changes to the CE Program 

under its rules.17 In order to promote 

uniform standards across the securities 

industry, the Exchange now proposes to 

adopt substantially similar changes to 

its continuing education rules. 

a. Transition to Annual Regulatory 

Element for Each Registration Category 

As noted above, currently, the 

Regulatory Element generally must be 

completed every three years, and the 

content is broad in nature. Based on 

changes in technology and learning 

theory, the Regulatory Element content 

can be updated and delivered in a 

timelier fashion and tailored to each 

registration category, which would 

further the goals of the Regulatory 

Element.18 Therefore, to provide 

registered persons with more timely and 

relevant training on significant 

regulatory developments, the Exchange 

proposes amending Rule 2.2(e)(1) to 

require registered persons to complete 

the Regulatory Element annually by 

December 31.19 The proposed 

amendment would also require 

registered persons to complete 

Regulatory Element content for each 

representative or principal registration 

category that they hold, which would 

also further the goals of the Regulatory 

Element.20 Under the proposed rule 

change, firms would have the flexibility 

to require their registered persons to 

complete the Regulatory Element sooner 

than December 31, which would allow 

firms to coordinate the timing of the 

Regulatory Element with other training 

requirements, including the Firm 

Element.21 For example, a firm could 

require its registered persons to 

complete both their Regulatory Element 

and Firm Element by October 1 of each 

year. 

Individuals who would be registering 

as a representative or principal for the 

first time on or after the implementation 

date of the proposed rule change would 

be required to complete their initial 

Regulatory Element for that registration 

category in the next calendar year 

following their registration.22 In 

addition, subject to specified 

conditions, individuals who would be 

reregistering as a representative or 

principal on or after the implementation 

date of the proposed rule change would 

also be required to complete their initial 


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23See proposed Rule 2.2(e)(1)(D). 24See proposed Rule 2.2(e)(1)(B). 25 Id. The proposed rule change clarifies that the 

request for an extension of time must be in writing 

and include supporting documentation, which is 

consistent with current practice. 26See proposed Rule 2.2(e)(1)(B). 

27See proposed Rule 2.2(e)(1)(B). 

28See proposed Rule 2.2(e)(1)(C). As previously 

noted, Rule 2.2(e)(1)(C) currently provides that such 

individuals may be required to retake the 

Regulatory Element. See supra note 7. 

29See proposed Rule 2.2(e)(1)(D). 

30As discussed in the economic impact 

assessment in the FINRA Rule Change, individuals 

with multiple registrations represent a smaller 

percentage of the population of registered persons. 

31See proposed Rule 2.2(e)(2)(B)(iv). 

32See proposed Rule 2.2(e)(2)(A). As noted 

earlier, the current requirement only applies to 

‘‘covered registered persons’’ and not all registered 

persons. 

33See proposed Rule 2.2(e)(2)(B)(ii). 

34The proposed option would also be available to 

individuals who terminate any permissive 

registrations as provided under Commentary .01 to 

Rule 2.1210. However, the proposed option would 

not be available to individuals who terminate a 

limited registration category that is a subset of a 

broader registration category for which they remain 

qualified. As previously noted, such individuals 

currently have the option of reregistering in the 

more limited registration category without having to 

requalify by examination or obtain an examination 

waiver so long as they continue to remain qualified 

for the broader registration category. In addition, 

the proposed option would not be available to 

individuals who are maintaining an eliminated 

registration category, such as the category for 

Corporate Securities Representative, or individuals 

who have solely passed the Securities Industry 

Essentials examination, which does not, in and of 

itself, confer registration. 

35See proposed Rule 2.2(e)(3)(A). 

Regulatory Element for that registration 

category in the next calendar year 

following their reregistration.23

Consistent with current requirements, 

individuals who fail to complete their 

Regulatory Element within the 

prescribed period would be 

automatically designated as CE 

inactive.24 However, the proposed rule 

change preserves the Exchange’s ability 

to extend the time by which a registered 

person must complete the Regulatory 

Element for good cause shown.25

The Exchange also proposes 

amending Rule 2.2(e)(1) to clarify that: 

(1) individuals who are designated as 

CE inactive would be required to 

complete all of their pending and 

upcoming annual Regulatory Element, 

including any annual Regulatory 

Element that becomes due during their 

CE inactive period, to return to active 

status; 26 (2) the two-year CE inactive 

period is calculated from the date 

individuals become CE inactive, and it 

continues to run regardless of whether 

individuals terminate their 

registrations; 27 (3) individuals who 

become subject to a significant 

disciplinary action may be required to 

complete assigned continuing education 

content as prescribed by the 

Exchange; 28 (4) individuals who have 

not completed any Regulatory Element 

content for a registration category in the 

calendar year(s) prior to reregistering 

would not be approved for registration 

for that category until they complete 

that Regulatory Element content, pass 

an examination for that registration 

category or obtain an unconditional 

examination waiver for that registration 

category, whichever is applicable; 29 and 

(5) the Regulatory Element requirements 

apply to individuals who are registered, 

or in the process of registering, as a 

representative or principal. In addition, 

the Exchange proposes making 

conforming amendments to 

Commentary .07 to Rule 2.1210. 

Under the proposed rule change, the 

amount of content that registered 

persons would be required to complete 

in a three-year, annual cycle for a 

particular registration category is 

expected to be comparable to what most 

registered persons are currently 

completing every three years. In some 

years, there may be more required 

content for some registration categories 

depending on the volume of rule 

changes and regulatory issues. In 

addition, an individual who holds 

multiple registrations may be required 

to complete additional content 

compared to an individual who holds a 

single registration because, as noted 

above, individuals would be required to 

complete content specific to each 

registration category that they hold.30

However, individuals with multiple 

registrations would not be subject to 

duplicative regulatory content in any 

given year. The more common 

registration combinations would likely 

share much of their relevant regulatory 

content each year. For example, 

individuals registered as General 

Securities Representatives and General 

Securities Principals would receive the 

same content as individuals solely 

registered as General Securities 

Representatives, supplemented with a 

likely smaller amount of supervisoryspecific content on the same topics. The 

less common registration combinations 

may result in less topic overlap and 

more content overall. 

b. Recognition of Other Training 

Requirements for Firm Element and 

Extension of Firm Element to All 

Registered Persons 

To better align the Exchange’s 

rulebook with FINRA’s rulebook, and, 

in addition, to better align the Firm 

Element requirement with other 

required training, the Exchange 

proposes amending Rule 2.2(e)(2) to 

expressly allow firms to consider 

training relating to the AML compliance 

program and the annual compliance 

meeting toward satisfying an 

individual’s annual Firm Element 

requirement.31 The Exchange also 

proposes amending the rule to extend 

the Firm Element requirement to all 

registered persons, including 

individuals who maintain solely a 

permissive registration consistent with 

Commentary .01 to Rule 2.1210 

(Permissive Registrations), thereby 

further aligning the Firm Element 

requirement with other broadly-based 

training requirements.32 In conjunction 

with this proposed change, the 

Exchange proposes modifying the 

current minimum training criteria under 

Rule 2.2(e)(2) to instead provide that the 

training must cover topics related to the 

role, activities or responsibilities of the 

registered person and to professional 

responsibility.33

c. Maintenance of Qualification After 

Termination of Registration 

The Exchange proposes adopting 

paragraph (3) under Rule 2.2(e) and 

Commentaries .09 and .10 to Rule 2.2 to 

provide eligible individuals who 

terminate any of their representative or 

principal registrations the option of 

maintaining their qualification for any 

of the terminated registrations by 

completing continuing education.34 The 

proposed rule change would not 

eliminate the two-year qualification 

period. Rather, it would provide such 

individuals an alternative means of 

staying current on their regulatory and 

securities knowledge following the 

termination of a registration(s). Eligible 

individuals who elect not to participate 

in the proposed continuing education 

program would continue to be subject to 

the current two-year qualification 

period. The proposed rule change is 

generally aligned with other 

professional continuing education 

programs that allow individuals to 

maintain their qualification to work in 

their respective fields during a period of 

absence from their careers (including an 

absence of more than two years) by 

satisfying continuing education 

requirements for their credential. 

The proposed rule change would 

impose the following conditions and 

limitations: 

• individuals would be required to be 

registered in the terminated registration 

category for at least one year 

immediately prior to the termination of 

that category; 35

• individuals could elect to 

participate when they terminate a 


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35840 Federal Register / Vol. 87, No. 113 / Monday, June 13, 2022 / Notices 

36See proposed Rule 2.2(e)(3)(B). Individuals 

who elect to participate at the later date would be 

required to complete, within two years from the 

termination of their registration, any continuing 

education that becomes due between the time of 

their Form U5 (Uniform Termination Notice for 

Securities Industry Registration) submission and 

the date that they commence their participation. In 

addition, FINRA would enhance its systems to 

notify individuals of their eligibility to participate, 

enable them to affirmatively opt in, and notify them 

of their annual continuing education requirement if 

they opt in. 

37See proposed Rule 2.2(e)(3)C). However, upon 

a participant’s request and for good cause shown, 

the Exchange would have the ability to grant an 

extension of time for the participant to complete the 

prescribed continuing education. A participant who 

is also a registered person must directly request an 

extension of the prescribed continuing education 

from the Exchange. The continuing education 

content for participants would consist of a 

combination of Regulatory Element content and 

content selected by FINRA and the CE Council from 

the Firm Element content catalog. The content 

would correspond to the registration category for 

which individuals wish to maintain their 

qualifications. Participants who are maintaining 

their qualification status for a principal registration 

category that includes one or more corequisite 

representative registrations must also complete 

required annual continuing education for the 

corequisite registrations in order to maintain their 

qualification status for the principal registration 

category. The proposed rule change clarifies that 

the prescribed continuing education must be 

completed by December 31 of the calendar year, 

which is consistent with the timing for the 

proposed annual Regulatory Element. 

38See proposed 2.2(e)(3). In addition, individuals 

applying for reregistration must satisfy all other 

requirements relating to the registration process 

(e.g., submit a Form U4 (Uniform Application for 

Securities Industry Registration or Transfer) and 

undergo a background check). 

39See proposed Rules 2.2(e)(3)(D) and (3)(E). 

40See proposed Rules 2.2(e)(3)(A) and (3)(F). 

Further, any content completed by participants 

would be retroactively nullified upon disclosure of 

the statutory disqualification. The following 

example illustrates the application of the proposed 

rule change to individuals who become subject to 

a statutory disqualification while participating in 

the proposed continuing education program. 

Individual A participates in the proposed 

continuing education program for four years and 

completes the prescribed content for each of those 

years. During year five of his participation, he 

becomes subject to a statutory disqualification 

resulting from a foreign regulatory action. In that 

same year, the Exchange receives a Form U4 

submitted by a member on behalf of Individual A 

requesting registration with the Exchange. The 

Form U4 discloses the statutory disqualification 

event. The Exchange would then retroactively 

nullify any content that Individual A completed 

while participating in the proposed continuing 

education program. Therefore, in this example, in 

order to become registered with the Exchange, he 

would be required to requalify by examination. This 

would be in addition to satisfying the eligibility 

conditions for association with an Exchange 

member firm. See Exchange Act Sections 3(a)(39) 

and 15(b)(4). 

41See proposed Commentary .09 to Rule 2.2. 

Such individuals would be required to elect 

whether to participate by the effective date of the 

proposed rule change. If such individuals elect to 

participate, they would be required to complete 

their initial annual content by the end of the 

calendar year in which the proposed rule change 

becomes effective. In addition, if such individuals 

elect to participate, their initial participation period 

would be adjusted based on the date that their 

registration was terminated. The current waiver 

program for FSAWP participants would not be 

available to new participants upon the date the 

proposed rule change becomes effective. See 

proposed Commentary .08 to Rule 2.1210. However, 

individuals who are FSAWP participants 

immediately prior to the effective date of the 

proposed rule change could elect to continue in that 

waiver program until the program has been retired. 

As noted above, FSAWP participants may 

participate for up to seven years in that waiver 

program, subject to specified conditions. See supra 

note 7. As discussed above, the proposed rule 

change provides a five-year participation period for 

participants in the proposed continuing education 

program. So as not to disadvantage FSAWP 

participants, the Exchange has determined to 

preserve that waiver program for individuals who 

are participating in the FSAWP immediately prior 

to the effective date of the proposed rule change. 

Because the proposed rule change transitions the 

Regulatory Element to an annual cycle, FSAWP 

participants who remain in that waiver program 

following the effective of the proposed rule change 

would be subject to an annual Regulatory Element 

requirement. See proposed Rule 2.2(e)(1)(A). 

Finally, the proposed rule change preserves the 

Exchange’s ability to extend the time by which 

FSAWP participants must complete the Regulatory 

Element for good cause shown. See proposed Rule 

2.2(e)(1)(B). 

42See proposed Commentary .10 to Rule 2.2. 

43See The Female Face of Family Caregiving 

(November 2018), available at https://www.national

partnership.org/our-work/resources/economicjustice/femaleface-family-caregiving.pdf. 

44See The COVID–19 Recession is the Most 

Unequal in Modern U.S. History (September 30, 

2020), available at https://

www.washingtonpost.com/graphics/2020/business/ 

coronavirus-recessionequality/ and 

Unemployment’s Toll on Older Workers Is Worst in 

Half a Century (October 21, 2020), available at 

https://www.aarp.org/work/working-at-50-plus/ 

info-2020/pandemic-unemployment-older-workers. 

registration or within two years from the 

termination of a registration; 36

• individuals would be required to 

complete annually all prescribed 

continuing education; 37

• individuals would have a maximum 

of five years in which to reregister; 38

• individuals who have been CE 

inactive for two consecutive years, or 

who become CE inactive for two 

consecutive years during their 

participation, would not be eligible to 

participate or continue; 39 and 

• individuals who are subject to a 

statutory disqualification, or who 

become subject to a statutory 

disqualification following the 

termination of their registration or 

during their participation, would not be 

eligible to participate or continue.40

The proposed rule change also 

includes a look-back provision that 

would, subject to specified conditions, 

extend the proposed option to 

individuals who have been registered as 

a representative or principal within two 

years immediately prior to the 

implementation date of the proposed 

rule change and individuals who have 

been FSAWP participants immediately 

prior to the implementation date of the 

proposed rule change.41

In addition, the proposed rule change 

includes a re-eligibility provision that 

would allow individuals to regain 

eligibility to participate each time they 

reregister with a firm for a period of at 

least one year and subsequently 

terminate their registration, provided 

that they satisfy the other participation 

conditions and limitations.42

Additionally, the Exchange proposes 

making conforming amendments to Rule 

2.1210, including adding references to 

proposed Rule 2.2(e)(3) under 

Commentary .07 to Rule 2.1210. Finally, 

the Exchange proposes certain 

additional amendments to its rules to 

further align the Exchange’s rules with 

those of FINRA, including making 

changes to certain rules to correct 

typographical and grammatical errors. 

More specifically, the Exchange 

proposes to amend current Rule 

2.2(e)(1)(B) to clarify that the provisions 

under the rule apply to a ‘‘registered 

person’’ by inserting the word 

‘‘registered’’ in front of ‘‘person.’’ 

The proposed rule change will have 

several important benefits. It will 

provide individuals with flexibility to 

address life and career events and 

necessary absences from registered 

functions without having to requalify 

each time. It will also incentivize them 

to stay current on their respective 

securities industry knowledge following 

the termination of any of their 

registrations. The continuing education 

under the proposed option will be as 

rigorous as the continuing education of 

registered persons, which promotes 

investor protection. Further, the 

proposed rule change will enhance 

diversity and inclusion in the securities 

industry by attracting and retaining a 

broader and diverse group of 

professionals. 

Significantly, the proposed rule 

change will be of particular value to 

women, who continue to be the primary 

caregivers for children and aging family 

members and, as a result, are likely to 

be absent from the industry for longer 

periods.43 In addition, the proposed rule 

change will provide longer-term relief 

for women, individuals with low 

incomes and other populations, 

including older workers, who are at a 

higher risk of a job loss during certain 

economic downturns and who are likely 

to remain unemployed for longer 

periods.44

d. CE Program Implementation 

As stated in the FINRA Rule Change, 

FINRA and the CE Council also plan to 

enhance the CE Program in other ways, 

and these additional enhancements do 


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Federal Register / Vol. 87, No. 113 / Monday, June 13, 2022 / Notices 35841 

45See supra note 4. As described in more detail 

in the FINRA Rule Change, FINRA will work with 

the CE Council to develop and incorporate 

additional resources in connection with the 

Regulatory and Firm Elements. Similar to FINRA, 

these additional enhancements do not require any 

changes to the Exchange rules. 

46See FINRA Regulatory Notice 21–41 at https:// 

www.finra.org/rulesguidance/notices/21-41. 

47 Id. 

48 15 U.S.C. 78f(b). 

49 15 U.S.C. 78f(b)(5). 

50See supra note 4. 

51 15 U.S.C. 78f(b)(5). 

52 15 U.S.C. 78f(c)(3). 53See supra note 4. 

54 15 U.S.C. 78s(b)(3)(A)(iii). 

55 17 CFR 240.19b–4(f)(6). 

56 17 CFR 240.19b–4(f)(6)(iii). 

57For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule change’s impact on efficiency, 

competition, and capital formation. See 15 U.S.C. 

78c(f). 

not require any changes to the FINRA 

rules.45 As it relates to the rule changes 

themselves, the FINRA changes relating 

to the Maintaining Qualifications 

Program and the Financial Services 

Affiliate Waiver Program (FSAWP) 

became effective on March 15, 2022.46

The Exchange’s proposed changes to the 

Maintaining Qualifications Program 

(paragraph (3) under Rule 2.2(e) and 

Commentary .09 and .10 to Rule 2.2) 

and to the FSAWP (Commentary .08 to 

Rule 2.1210) will become effective on 

the date this proposed rule change is 

filed. All other changes related to the 

FINRA Rule Change and to the 

Exchange’s rules relating to the 

Regulatory Element, Firm Element and 

the two-year qualification period, will 

have an implementation date of January 

1, 2023.47

2. Statutory Basis 

The proposed rule change is 

consistent with Section 6(b) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),48 in general, and furthers the 

objectives of Section 6(b)(5),49 in 

particular, because it is designed to 

prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, to foster 

cooperation and coordination with 

persons engaged in 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. 

As noted above, the proposed rule 

change seeks to align the Exchange 

Rules with the recent change to FINRA 

rules which has been approved by the 

Commission.50 The Exchange believes 

the proposed rule change is consistent 

with the provisions of Section 6(b)(5) of 

the Act,51 which requires, among other 

things, that Exchange Rules must be 

designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, and, in general, to protect 

investors and the public interest, and 

Section 6(c)(3) of the Act,52 which 

authorizes the Exchange to prescribe 

standards of training, experience and 

competence for persons associated with 

the Exchange. 

The Exchange believes that the 

proposed change to the Regulatory 

Element and Firm Element will ensure 

that all registered persons receive timely 

and relevant training, which will, in 

turn, enhance compliance and investor 

protection. Further, the Exchange 

believes that establishing a path for 

individuals to maintain their 

qualification following the termination 

of a registration will reduce unnecessary 

impediments to requalification and 

promote greater diversity and inclusion 

in the securities industry without 

diminishing investor protection. 

The Exchange believes the proposal is 

consistent with the Act for the reasons 

described above and for the reasons 

outlined in the approval order for SR– 

FINRA–2021–015.53

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 that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange believes that the proposed 

rule change, which harmonizes its rules 

with the recent rule change adopted by 

FINRA, will reduce the regulatory 

burden placed on market participants 

engaged in trading activities across 

different markets. The Exchange 

believes that the harmonization of the 

CE program requirements across the 

various markets will reduce burdens on 

competition by removing impediments 

to participation in the national market 

system and promoting competition 

among participants across the multiple 

national securities exchanges. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing 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 for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 54 and Rule 19b– 

4(f)(6) thereunder.55

A proposed rule change filed under 

Rule 19b–4(f)(6) normally does not 

become operative for 30 days after the 

date of filing. However, pursuant to 

Rule 19b–4(f)(6)(iii), 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 

this proposed rule change may become 

operative immediately upon filing. In 

addition, Rule 19b–4(f)(6)(iii) 56 requires 

a self-regulatory organization to give the 

Commission written notice of its intent 

to file a proposed rule change under that 

subsection at least five business days 

prior to the date of filing, or such 

shorter time as designated by the 

Commission. The Exchange has 

provided such notice. 

Waiver of the 30-day operative delay 

would allow the Exchange to more 

quickly align certain of its proposed 

changes with changes that FINRA 

implemented on March 15, 2022, 

thereby reducing the possibility of a 

significant regulatory gap between the 

FINRA and Exchange rules, providing 

more uniform standards across the 

securities industry, and helping to avoid 

confusion for registered persons of the 

Exchange that are also FINRA members. 

For this reason, the Commission 

believes that waiver of the 30-day 

operative delay for this proposal is 

consistent with the protection of 

investors and the public interest. 

Accordingly, the Commission hereby 

waives the 30-day operative delay and 

designates the proposal operative upon 

filing.57

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 shall institute proceedings 

to determine whether the proposed rule 

change should be approved or 

disapproved. 


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58 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Cboe Global Markets, U.S. Equities Market 

Volume Summary, Month-to-Date (May 30, 2022), 

available at https://www.cboe.com/us/equities/ 

market_statistics/. 

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– 

NYSENAT–2022–07 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–NYSENAT–2022–07. 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–NYSENAT–2022–07 and 

should be submitted on or before July 5, 

2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.58

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–12649 Filed 6–10–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–95060; File No. SRCboeEDGX–2022–029] 

Self-Regulatory Organizations; Cboe 

EDGX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Amend Its 

Fee Schedule 

June 7, 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 June 1, 

2022, Cboe EDGX Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘EDGX’’) filed with the 

Securities and Exchange Commission 

(the ‘‘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 

Cboe EDGX Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘EDGX’’) proposes to 

amend its Fee Schedule. 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://markets.cboe.com/us/ 

options/regulation/rule_filings/edgx/) 

[sic], 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 

The Exchange proposes to amend its 

Fee Schedule applicable to its equities 

trading platform (‘‘EDGX Equity’’) to 

modify certain tiers offered under the 

Add/Remove Volume Tiers, including 

certain Add Volume Tiers, a Growth 

Tier, and a Remove Volume Tier. The 

Exchange proposes to implement these 

changes effective June 1, 2022. 

The Exchange first notes that it 

operates in a highly competitive market 

in which market participants can 

readily direct order flow to competing 

venues if they deem fee levels at a 

particular venue to be excessive or 

incentives to be insufficient. More 

specifically, the Exchange is only one of 

16 registered equities exchanges, as well 

as a number of alternative trading 

systems and other off-exchange venues 

that do not have similar self-regulatory 

responsibilities under the Exchange Act, 

to which market participants may direct 

their order flow. Based on publicly 

available information,3 no single 

registered equities exchange has more 

than 17% of the market share. Thus, in 

such a low-concentrated and highly 

competitive market, no single equities 

exchange possesses significant pricing 

power in the execution of order flow. 

The Exchange in particular operates a 

‘‘Maker-Taker’’ model whereby it pays 

rebates to members that add liquidity 

and assesses fees to those that remove 

liquidity. The Exchange’s Fee Schedule 

sets forth the standard rebates and rates 

applied per share for orders that provide 

and remove liquidity, respectively. 

Currently, for orders in securities priced 

at or above $1.00, the Exchange 

provides a standard rebate of $0.00160 

per share for orders that add liquidity 

and assesses a fee of $0.0030 per share 

for orders that remove liquidity. For 

orders in securities priced below $1.00, 

the Exchange provides a standard rebate 

of $0.00009 per share for orders that add 

liquidity and assesses a fee of 0.30% of 

the total dollar value for orders that 

remove liquidity. Additionally, in 

response to the competitive 

environment, the Exchange also offers 

tiered pricing which provides Members 

opportunities to qualify for higher 


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