Notice2022-17004
Self-Regulatory Organizations; BOX Exchange LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend IM-2040-5 To Add the Firm Element Component to the Continuing Education Requirement, and Make Other Conforming and Clerical Updates to IM-2040-4 and Delete IM 2020-1
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
August 9, 2022
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 87 Issue 152 (Tuesday, August 9, 2022)</title>
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[Federal Register Volume 87, Number 152 (Tuesday, August 9, 2022)]
[Notices]
[Pages 48527-48530]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-17004]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-95414; File No. SR-BOX-2022-23]
Self-Regulatory Organizations; BOX Exchange LLC; Notice of Filing
and Immediate Effectiveness of a Proposed Rule Change To Amend IM-2040-
5 To Add the Firm Element Component to the Continuing Education
Requirement, and Make Other Conforming and Clerical Updates to IM-2040-
4 and Delete IM 2020-1
August 3, 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 July 26, 2022, BOX Exchange LLC (``BOX'' 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 Exchange. The Exchange is
publishing this notice to solicit comments on the proposed rule from
interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of the
Substance of the Proposed Rule Change
The Exchange proposes to amend BOX IM-2040-5 to add the Firm
Element component to the Continuing Education requirement. The Exchange
also proposes to make other conforming and clerical updates to IM-2040-
4 and to delete IM-2020-1 (Temporary Extension for Representatives to
Function as Principals). The text of the proposed rule change is
available from the principal office of the Exchange, at the
Commission's Public Reference Room and also on the Exchange's internet
website at <a href="http://boxexchange.com">http://boxexchange.com</a>.
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 these statements may be examined at
the places specified in Item IV below. The self-regulatory organization
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
As set forth below, the Exchange proposes to amend IM-2040-5 to add
the Firm Element to require broker-dealers to establish a formal
training program to keep registered persons up to date on job- and
product-related subjects. The Exchange also proposes to make other
conforming and clerical updates to IM-2040-4 and to delete IM-2020-1
(Temporary Extension for Representatives to Function as Principals).
IM-2040-5
The Exchange recently filed SR-BOX-2022-16 in which the Exchange
amended IM-2040-5 and established BOX Rule 2130 (Continuing Education
Program for Persons Maintaining Their Qualification Following the
Termination of a Registration Category) and IM-2130-1 to require that
the Regulatory Element of Continuing Education be completed annually
rather than every three years and provide a path through Continuing
Education for individuals to maintain their qualification following the
termination of a registration.\3\ This was a conforming filing that was
based on a filing submitted by the Financial Industry Regulatory
Authority, Inc. (``FINRA''), and was 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
Exchange now proposes to make additional conforming changes to IM-2040-
5 to further align with the FINRA Continuing Education Rule Change by
adding the Firm Element component to IM-2040-5.
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\3\ See Securities Exchange Act Release No. 34-94794 (April 26,
2022), 87 FR 25683 (May 2, 2022) (SR-BOX-2022-16).
\4\ See Securities Exchange Act Release No. 93097 (September 21,
2021), 86 FR 53358 (September 27, 2021) (SR-FINRA-2021-015) (``FINRA
Continuing Education Rule Change''). The proposed changes are based
on the changes to the Firm Element Program approved by the
Commission in the approval order for SR-FINRA-2021-015. The Exchange
is proposing to adopt such Firm Element changes substantially in the
same form as proposed by FINRA, with the exception of differences
necessary to update the Exchange's Continuing Education rules.
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The Continuing Education requirements for BOX Participants are
detailed in IM-2040-5. No Participant shall permit any Representative
or Principal to continue to, and no Representative or Principal shall
continue to, perform his or her respective duties on behalf of such
Participant unless such person has complied with the requirements of
this IM-2040-5. This filing adds the Firm Element as a part of the
Exchange's Continuing Education program to require broker-dealers to
establish a formal training program to keep registered persons up to
date on job- and product-related subjects.
To adopt the Firm Element program the Exchange proposes to add
paragraph (b)(2) under IM-2040-5 to require each Participant to
implement and administer a required annual Firm Element training
program for registered persons.\5\ Proposed paragraph (b)(2) is
[[Page 48528]]
based on and substantially similar to FINRA Rule 1240(b), as amended.
As proposed, each Participant shall conduct an annual needs analysis to
determine the appropriate training.\6\ At a minimum the Firm Element
training must cover ethics and professional responsibility, as well as
applicable regulatory requirements.\7\
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\5\ See proposed IM-2040-5(b)(2)(a) Standards for the Firm
Element. Each Participant must maintain a continuing and current
education program for its registered persons to enhance their
securities knowledge, skill, and professionalism. At a minimum, each
Participant shall at least annually evaluate and prioritize its
training needs and develop a written training plan. The plan must
take into consideration the Participant's size, organizational
structure, and scope of business activities, as well as regulatory
developments and the performance of registered persons in the
Regulatory Element. If a Participant's analysis establishes the need
for supervisory training for persons with supervisory
responsibilities, such training must be included in the
Participant's training plan.
\6\ See proposed IM-2040-5(b)(2)(b) Minimum Standards for
Training Programs. Programs used to implement a Participant's
training plan must be appropriate for the business of the
Participant and, at a minimum must cover training topics related to
the role, activities or responsibilities of the registered person
and to professional responsibility.
\7\ See proposed IM-2040-5(b)(2)(c) Administration of Continuing
Education Program. A Participant must administer its Continuing
Education programs under this paragraph (2) in accordance with its
annual evaluation and written plan and must maintain records
documenting the content of the programs and completion of the
programs by registered persons.
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The Exchange then proposes to specify that a Participant,
consistent with its needs analysis, may determine to apply toward the
Firm Element other required training. The Participant may consider
training relating to its anti-money laundering (``AML'') compliance
program toward satisfying an individual's annual Firm Element
requirement.\8\ To better align the Firm Element requirement with other
required training, the Exchange proposes amending IM-2040-5 to
expressly allow Participants to consider training relating to the AML
compliance program and the annual compliance meeting toward satisfying
an individual's annual Firm Element requirement.\9\ The Exchange also
proposes amending IM-2040-5 to extend the Firm Element requirement to
all registered persons, including individuals who maintain solely a
permissive registration consistent with BOX Rule 2020 (Participant
Eligibility and Registration), thereby further aligning the Firm
Element requirement with other broadly-based training requirements.\10\
Consistent with FINRA's amendments, the Exchange shall extend Firm
Element requirements to all registered persons, with such training to
cover topics related to the role, activities, or responsibilities of
the individual registered persons and to professional
responsibility.\11\
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\8\ See proposed IM-2040-5(b)(2)(d) Participation in Other
Required Training. A Participant may consider a registered person's
participation in the Participant's anti-money laundering compliance
training under Rule 10070 toward satisfying the registered person's
Continuing Education requirement under this paragraph (2).
\9\ Id.
\10\ See proposed IM-2040-5(b)(2).
\11\ See proposed IM-2040-5(b)(2)(e) Participation in the Firm
Element. Registered persons of a Participant must take all
appropriate and reasonable steps to participate in Continuing
Education programs under this paragraph (2) as required by the
Participant. See also proposed IM-2040-5(b)(2)(f) Specific Training
Requirements. The Exchange may require a Participant, individually
or as part of a larger group, to provide specific training to its
registered persons in such areas as the Exchange deems appropriate.
Such a requirement may stipulate the class of registered persons for
which it is applicable, the time period in which the requirement
must be satisfied and, where appropriate, the actual training
content.
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IM-2040-4
The Exchange then proposes to make minor clerical and conforming
changes to IM-2040-4. First the Exchange proposes to remove the term
``options'' from IM-2040-4 to reflect and make clear that the rule does
not apply solely to those engaged in the ``options'' securities
business but would also apply to a Boston Security Token Exchange
(``BSTX'') Participant engaged in the equities securities business.\12\
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\12\ See Securities Exchange Act Release No. 34-94092 (January
27, 2022), 87 FR 5881 (February 2, 2022) (SR-BOX-2021-06, Amendment
Nos. 2 and 3). The rules for the BSTX trading facility were recently
approved and would introduce the trading of equity securities on the
Exchange when launched.
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The Exchange also proposes to amend IM-2040-4 to include the ``Firm
Element'' as a part of its Continuing Education requirement for all
persons engaged in the securities business. Proposed IM-2040-4 would
reflect that the Continuing Education requirement is not options
specific and that the proposed rule change applies for all persons
engaged in the securities business of a Participant who are to function
as Principals or Representatives of Members.\13\
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\13\ The Exchange notes that none of the proposed changes to the
current IM-2040-4 would materially alter the application of the
rule, other than by extending IM-2040-4 to apply to BSTX
Participants and including the Firm Element as a requirement of the
Continuing Education requirement.
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The Exchange notes the proposed rule changes to IM-2040-4 and IM-
2040-5 to include the Firm Element will have an implementation date of
January 1, 2023.\14\
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\14\ See FINRA Regulatory Notice 21-41 at <a href="https://www.finra.org/rules-guidance/notices/21-41">https://www.finra.org/rules-guidance/notices/21-41</a>. In SR-BOX-2022-16 the Exchange made
changes to IM-2040-5 and established Rule 2130 and IM-2130-1 to: (1)
provide eligible individuals who terminate any of their
representative or principal registration categories the option of
maintaining their qualification for any terminated registration
categories by completing annual Continuing Education (``CE'')
through a new program, the Maintaining Qualifications Program
(``MQP''); and (2) require registered persons to complete CE
Regulatory Element annually for each representative or principal
registration category that they hold. The adoption of Rule 2130 and
IM-2130-1 to establish the MQP became effective April 13, 2022. All
other changes to the Exchange's Continuing Education requirement,
including the changes relating to the Regulatory Element and the
two-year qualification period, will have an implementation date of
January 1, 2023. The Exchange's proposed change to IM-2040-5 to
include the Firm Element will also have an implementation date of
January 1, 2023.
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The Exchange's clerical updates to remove the term ``options'' from
IM-2040-4 would be immediately effective to reflect and make clear that
the rule does not apply solely to those engaged in the ``options''
securities business but would also apply to a BSTX Participant engaged
in the equities securities business, accounting for the recent approval
of the BSTX trading facility which would introduce the trading of
equity securities on the Exchange when launched.
IM-2020-1
Finally, the Exchange proposes to delete IM-2020-1 as the temporary
extension period detailed within the rule has expired. Neither FINRA
nor the Exchange has elected to further extend the temporary relief
granted in IM-2020-1 and therefore the Exchange proposes to delete the
rule as it is no longer necessary.\15\ The Exchange's proposed
elimination of the obsolete IM-2020-1 would be immediately effective to
reduce potential confusion and improve the clarity of the Exchange's
rules, thereby ensuring that participants, regulators, and the public
can more easily navigate and understand the Exchange's rulebook.
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\15\ See BOX IM-2020-1 (Temporary Extension for Representatives
to Function as Principals). IM-2020-1 currently provides that any
Representative who was designated to function as a Principal under
paragraph (d) of this Rule prior to March 3, 2021, may continue to
function as a Principal without having successfully passed an
appropriate qualification examination until June 30, 2021. IM-2020-1
is based on a filing submitted by the FINRA in response to the
COVID-19 global pandemic to address disruptions to the
administration of FINRA qualification examinations caused by the
pandemic that had significantly limited the ability of individuals
to sit for examinations due to Prometric test center capacity
issues. See also Exchange Act Release No. 34-91506 (April 8, 2021),
86 FR 19671 (April 14, 2021) (SR-FINRA-2021-005).
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2. Statutory Basis
The Exchange believes that the proposal is consistent with the
requirements of Section 6(b) of the Act,\16\ in general, and Section
6(b)(5) of
[[Page 48529]]
the Act,\17\ in particular, in that 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.
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\16\ 15 U.S.C. 78f(b).
\17\ 15 U.S.C. 78f(b)(5).
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As noted above, the proposed rule change to add the Firm Element
component to the Exchange's Continuing Education requirement seeks to
align the Exchange Rules with recent changes submitted by FINRA to the
Commission.\18\ Recently the Exchange filed SR-BOX-2022-16,\19\ in
which the Exchange amended IM-2040-5 and established BOX Rule 2130
(Continuing Education Program for Persons Maintaining Their
Qualification Following the Termination of a Registration Category) and
IM-2130-1 to require that the Regulatory Element of Continuing
Education be completed annually rather than every three years and
provide a path through Continuing Education for individuals to maintain
their qualification following the termination of a registration. The
Exchange is now proposing to make additional conforming changes to
align with the FINRA Continuing Education Rule Change by adding the
Firm Element component under IM-2040-5. The Exchange's proposed
additional conforming changes would allow the Exchange to harmonize the
Exchange's Continuing Education rules with the FINRA Continuing
Education Rule Change by adding the Firm Element under IM-2040-5.\20\
The Exchange believes the proposed changes to the Firm Element will
ensure registered individuals receive timely and relevant training,
which will, in turn, enhance compliance and investor protection.\21\
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\18\ See supra note 3.
\19\ Id.
\20\ The proposed changes to IM-2040-5, including new paragraph
(b)(2) and subsections (a) through (f) are based on and
substantially similar to FINRA Rules 1240(b)(1)-(4).
\21\ The Exchange previously filed SR-BOX-2022-16, in that
filing the Exchange adopted the Regulatory Element component of the
FINRA Continuing Education Rule Change. The Exchange is now
proposing to complete the harmonization of its Continuing Education
rules with FINRA by including the Firm Element components in its
current filing.
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The Exchange believes the proposed change to IM-2040-5 to include
the Firm Element is consistent with the Act as the proposed change is a
conforming change that is based on a filing submitted by FINRA and
approved by the Commission 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.\22\
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\22\ See supra note 3.
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The Exchange believes the proposed rule change to IM-2040-4 is
consistent with the Act as the Exchange is clarifying that the
Continuing Education requirement is not limited to only Participants
engaged in options securities but applies to a wider range of
Participants trading in both equity and/or options securities.\23\ The
Exchange believes the removal of the term ``options'' from IM-2040-4 to
reflect and make clear that the rule does not apply solely to those
engaged in the ``options'' securities business but would also apply to
a BSTX Participant engaged in the equities securities business is
consistent with the Act.\24\ Further, the Exchange believes that, by
ensuring the rulebook accurately reflects the intention of the
Exchange's rules, the proposed rule change reduces potential investor
or market participant confusion. Additionally, the inclusion of the
Firm Element as part of the Continuing Education requirement is
consistent with the Act as the proposed change is a part of the
Exchange's conforming change that is intended to harmonize the
Exchange's Continuing Education rules with those of FINRA so as to
promote uniform standards across the securities industry.\25\
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\23\ See supra notes 12 and 13.
\24\ See supra note 12.
\25\ See supra note 4.
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The Exchange believes the proposed removal of IM-2020-1 is
consistent with the just and equitable principles of trade. By deleting
IM-2020-1 the Exchange would remove an outdated and potentially
confusing rule. The temporary extension period expired on June 30,
2021, and both FINRA and the Exchange have declined to extend the
temporary relief.\26\ Thus, the Exchange believes that the elimination
of the obsolete IM-2020-1 would reduce potential confusion and improve
the clarity of the Exchange's rules, thereby ensuring that
participants, regulators, and the public can more easily navigate and
understand the Exchange's rulebook.
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\26\ See supra note 15.
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule changes 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 recent rule
changes adopted by FINRA, will reduce the regulatory burden placed on
market participants engaged in trading activities across different
markets. The Exchange recently filed SR-BOX-2022-16 in which the
Exchange amended IM-2040-5 and established BOX Rule 2130 and IM-2130-1
to require that the Regulatory Element of Continuing Education be
completed annually rather than every three years and provide a path
through Continuing Education for individuals to maintain their
qualifications following the termination of a registration. The
Exchange does not believe that the proposed rule changes to add the
Firm Element component to its Continuing Education requirement will
impose any burden on competition as the proposed rule change to include
the Firm Element further harmonizes the Exchange's Continuing Education
rules with those of FINRA.
The Exchange does not believe the proposed changes to IM-2040-4
will impose any burden on competition that is not necessary or
appropriate in furtherance of the purposes of the Act. Further, the
Exchange believes that the proposed rule change does not alter the
application of the rule, except as described herein. The Exchange
believes that by removing the term ``options'' from IM-2040-4, it would
reflect and make clear that the rule does not apply solely to those
engaged in the ``options'' securities business, it would become clear
that a person engaged, or to be engaged in the securities business of a
Participant, such as a BSTX Participant engaged in the equities
business, would be required to satisfy the Exchange's Continuing
Education requirement.
The Exchange does not believe the proposed change to IM-2020-1 will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The proposed change is not
designed to address any competitive issue, but rather it is designed to
eliminate an obsolete rule and enhance the clarity of the Exchange's
rules.
As such, the Exchange does not believe that the proposed rule
changes will impose any burden on competition not necessary or
appropriate in furtherance of the purposes of the Act.
[[Page 48530]]
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange has neither solicited nor received comments on the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action Effectiveness
Because the proposed rule change is one that that: (i) does not
significantly affect the protection of investors or the public
interest; (ii) does not impose any significant burden on competition;
and (iii) by its terms, does not become operative for 30 days after the
date of the filing, or such shorter time as the Commission may
designate, it has become effective pursuant to Section 19(b)(3)(A) of
the Act \27\ and Rule 19b-4(f)(6) thereunder.\28\
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\27\ 15 U.S.C. 78s(b)(3)(A).
\28\ 17 CFR 240.19b-4(f)(6).
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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 the proposed
rule change may become operative immediately upon filing.
Waiver of the 30-day operative delay would permit the Exchange to
include both the Regulatory Element rules discussed in SR-BOX-2022-16,
and the proposed Firm Element rules discussed herein as a part of its
annual 17d-2 review.\29\ As a part of the Exchange's 17d-2 agreement
with FINRA, FINRA would have regulatory responsibility for the
Exchange's Continuing Education requirement, including both the
Regulatory Element and the proposed Firm Element components of the
Exchange's Continuing Education requirement.\30\ Waiver of the 30-day
period would allow the Exchange to implement its plan for allocating
regulatory responsibility to FINRA to include the Firm Element as part
of the Exchange's ongoing Rule 17d-2 agreement. Additionally, waiver of
the operative delay is appropriate here because the Exchange seeks to
adopt changes already approved by the Commission for FINRA and would
help avoid confusion for Participants of the Exchange that are also
FINRA members. For these reasons, 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.\31\
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\29\ The Exchange currently has a 17d-2 agreement in place with
FINRA permitting the Exchange to allocate to FINRA certain
regulatory responsibilities for common members to eliminate
regulatory duplication. As part of the Exchange's agreement, FINRA
would have regulatory responsibility for the Exchange's Continuing
Education requirement, which as proposed, includes both the
Regulatory Element and Firm Element components of the Exchange's
Continuing Education requirement. Waiver of the 30-day period would
allow the Exchange to implement its plan for allocating regulatory
responsibility to FINRA to include the Firm Element as part of the
Exchange's ongoing 17d-2 agreement.
\30\ Id.
\31\ For 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).
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings to
determine whether the proposed rule should be approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#0270776e672f616d6f6f676c7671427167612c656d74"><span class="__cf_email__" data-cfemail="f486819891d9979b9999919a8087b4879197da939b82">[email protected]</span></a>. Please include
File Number SR-BOX-2022-23 on the subject line.
Paper Comments
<bullet> Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to File Number SR-BOX-2022-23. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>).
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 such 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-BOX-2022-23 and should be submitted on
or before August 30, 2022.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\32\
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\32\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-17004 Filed 8-8-22; 8:45 am]
BILLING CODE 8011-01-P
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