[Federal Register Volume 88, Number 214 (Tuesday, November 7, 2023)]
[Notices]
[Pages 76872-76875]
[FR Doc No: 2023-24520]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-98836; File No. SR-CboeEDGA-2023-018]

Self-Regulatory Organizations; Cboe EDGA 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

November 1, 2023.
    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 October 19, 2023, Cboe EDGA Exchange, Inc. (the ``Exchange'' or
``EDGA'') 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 ``non-controversial'' 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.
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    \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).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    Cboe EDGA Exchange, Inc. (the ``Exchange'' or ``EDGA'') proposes to
amend its rules relating to the Continuing Education for Registered
Persons as provided under Exchange Rule 2.16.01. 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/equities/regulation/rule_filings/edga/), 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 proposed rule change amends Exchange Rule 2.16.01 to provide
eligible individuals another opportunity to elect to participate in the
Maintaining Qualifications Program (``MQP'').
    In 2021, the Financial Industry Regulatory Authority, Inc.
(``FINRA'') implemented rule changes, which amended FINRA's Continuing
Education (``CE'') Program requirements to, among other things, 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 through a new program, the MQP.\5\ Under
FINRA Rule 1240.01, the MQP designated a look-back provision that,
subject to specified conditions, extended the option to participate in
the MQP to individuals who: (1) were registered as a representative or
principal within two years immediately prior to March 15, 2022 (the
implementation date of the MQP); and (2) individuals who were
participating in the Financial Services Affiliate Waiver Program
(``FSAWP'') \6\ under FINRA Rule 1210.09 (Waiver of Examinations for
Individuals Working for a Financial Services Industry Affiliate of a
Member) immediately prior to March 15, 2022 (collectively, ``Look-Back
Individuals'').
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    \5\ See Securities Exchange Act Release No. 93097 (September 21,
2021), 86 FR 53358 (September 27, 2021) (Order Approving File No.
SR-FINRA-2021-015). Other exchanges, including EDGA, subsequently
filed copycat rule filings to align their continuing education rules
with those of FINRA. See Securities Exchange Act Release No. 94526
(March 28, 2022), 87 FR 19153 (April 1, 2022), (SR-CboeEDGA-2022-
005).
    \6\ The FSAWP is a waiver program for eligible individuals who
have left a member firm to work for a foreign or domestic financial
services affiliate of a member firm. FINRA stopped accepting new
participants for the FSAWP beginning on March 15, 2022; however,
individuals who were already participating in the FSAWP prior to
that date had the option of continuing in the FSAWP.
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    In response to FINRA's rule changes and to facilitate compliance
with the Exchange's CE Program requirements by members of multiple
exchanges, the Exchange implemented rule changes to align with FINRA's
CE Program and adopted, among other rule changes, Exchange Rules
2.16(c), 2.16.01, and 2.16.02. Such rules, among other things, 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 through the MQP. Further, Exchange Rule 2.16.01 includes a
look-back provision that, subject to specified conditions, extends the
option for maintaining qualifications following a registration category
termination to (i) individuals who have been registered as a
representative or principal within two years immediately preceding
March 15, 2022, and (ii) individuals who have been participants of the
FSAWP immediately preceding March 15, 2022 implementation (i.e., Look-
Back Individuals). With respect to the FSAWP, the Exchange made the
look-back provision available to individuals who are participants in
the FSA waiver programs of Exchange's affiliates, Cboe Exchange, Inc.
(``Cboe Options'') and Cboe C2 Exchange, Inc. (``C2 Options''), and/or
FINRA immediately preceding March 15, 2022. Look-Back Individuals who
elected to participate in the new MQP were required to make such
election by March 15, 2022 (the implementation date of the MQP).\7\
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    \7\ See Rule 2.16.01. If such individuals elect to participate,
they would be required to complete their initial annual content by
the end of 2022 (i.e., by the end of the calendar year in which the
proposed rule change is implemented). In addition, if such
individuals elect to participate, their initial participation period
would be adjusted based on the date that their registration was
terminated.
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    FINRA recently submitted a proposal related to its CE Program (the
``FINRA Rule Change'').\8\ The proposal set forth changes to FINRA Rule
1240.01, which provide Look-Back Individuals a second opportunity to
elect to participate in the MQP (the ``Second Enrollment Period'').\9\
In addition, the proposed rule change requires that Look-Back
Individuals who elect to participate in the MQP during the Second
Enrollment Period complete any prescribed 2022 and 2023 MQP content by
March 31, 2024. In the FINRA Rule Change, FINRA noted that in
Regulatory Notice 21-41 (November 17, 2021), it announced that Look-
Back Individuals who wanted to take part in the MQP were required to
make their election between January 31, 2022, and March 15, 2022 (the
``First Enrollment Period''). In addition to the announcement in
Regulatory Notice 21-41, FINRA notified the Look-Back Individuals about
the MQP and the First Enrollment Period via two separate mailings of
postcards to their home addresses and communications through their
FINRA Financial Professional Gateway (``FinPro'') accounts.\10\
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    \8\ See Securities Exchange Act Release No. 97184 (March 22,
2023), 88 FR 18359 (March 28, 2023) (SR-FINRA-2023-005).
    \9\ To reflect the availability of the Second Enrollment Period,
FINRA Rule 1240.01 clarifies that for all Look-Back Individuals who
elect to participate in the MQP, their participation period would
also be for a period of five years following the termination of
their registration categories, as with other MQP participants.
    \10\ Look-Back Individuals were able to notify FINRA of their
election to participate in the MQP through their FinPro accounts.
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    In the FINRA Rule Change, FINRA further noted that shortly after
the First Enrollment Period had ended, a number of Look-Back
Individuals contacted FINRA and indicated that they had only recently
become aware of the MQP. FINRA noted that it also received anecdotal
information that a number of these individuals may not have learned of
the MQP, or the First Enrollment Period, in a timely manner, or at all,
due to communication and operational issues.\11\ In addition, the
original six-week enrollment period may not have provided Look-Back
Individuals with sufficient time to evaluate whether they

should participate in the MQP. For these reasons, FINRA recently
amended its rules to provide Look-Back Individuals a second opportunity
to elect to participate in the MQP.
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    \11\ According to FINRA, this may have been a result of the
timing of FINRA's announcements relating to the MQP, which coincided
with the holiday season and the transition to the New Year. Further,
given that Look-Back Individuals were out of the industry at the
time of these announcements, it was unlikely that they would have
learned of the MQP, or the First Enrollment Period, through informal
communication channels.
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    For similar reasons and to facilitate compliance with the
Exchange's CE Program requirements by members of multiple exchanges,
the Exchange is also proposing to amend its rules (i.e., Exchange Rule
2.16.01) to provide Look-Back Individuals with a Second Enrollment
Period. The Exchange also understands that other exchanges have or will
propose similar amendments based on FINRA's rule changes. The Second
Enrollment Period will be between the effective date of this filing,
and December 31, 2023.\12\ In addition, the proposed rule change
requires that Look-Back Individuals who elect to participate in the MQP
during the Second Enrollment Period complete any prescribed 2022 and
2023 MQP content by March 31, 2024.\13\
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    \12\ The current rule text also provides that if Look-Back
Individuals elect to participate in the MQP, the Exchange shall
adjust their participation period by deducting from that period the
amount of time that has lapsed between the date that such persons
terminated their registration categories and March 15, 2022. To
reflect the availability of the Second Enrollment Period, the
proposed rule change clarifies that for all Look-Back Individuals
who elect to participate in the MQP, their participation period
would also be for a period of five years following the termination
of their registration categories, as with other MQP participants.
See supra note 9.
    \13\ Look-Back Individuals who elect to enroll in the MQP during
the Second Enrollment Period would also need to pay the annual
program fee of $100 for both 2022 and 2023 at the time of their
enrollment.
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    The Exchange proposes to revise Exchange Rule 2.16.01 to state that
persons eligible under Exchange Rule 2.16.01 shall make their election
to participate in the continuing education program under Exchange Rule
2.16(c) by either (1) March 15, 2022; or (2) between the effective date
of this filing, and December 31, 2023.
    The Exchange also proposes to amend Exchange Rule 2.16.01 to state
that eligible persons who elect to participate in the continuing
education program between the effective date of this filing, and
December 31, 2023, must complete any prescribed 2022 and 2023
continuing education content by March 31, 2024.
    Finally, the Exchange proposes to amend Exchange Rule 2.16.01 to
remove reference to Exchange Rule 2.5.08. This Exchange Rule references
the FSA waiver programs of Cboe Options Rule 3.30.09, C2 Options
Chapter 3, Section B and/or FINRA Rule 1210.09.\14\ As there were no
participants in the FSA waiver programs of the Exchange's affiliates,
Cboe Options or C2 Options, immediately preceding March 15, 2022, the
Exchange proposes to amend Exchange Rule 2.16.01 to refer specifically
to FINRA Rule 1210.09 and clarify that anyone participating in the
FINRA FSAWP immediately preceding March 15, 2022 would still be
eligible to participate in the MQP, provided conditions in Exchange
Rule 2.16(c) are met.\15\
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    \14\ The Exchange notes that the text proposed for deletion
includes an incorrect rule reference to Rule 2.5.08; the FSA Waiver
Program is described in Rule 2.5.07. The Exchange further notes
that, as described herein, while the Exchange's affiliates, Cboe
Options or C2 Options, maintained FSA waiver programs, there were no
participants in their FSA waiver programs immediately preceding
March 15, 2022.
    \15\ The Exchange also proposes a non-substantive change to
Exchange Rule 2.5.07, to correct the referenced FINRA Rule from Rule
2110.09 to Rule 1210.09.
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2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with
the Securities Exchange Act of 1934 (the ``Act'') and the rules and
regulations thereunder applicable to the Exchange and, in particular,
the requirements of section 6(b) of the Act.\16\ Specifically, the
Exchange believes the proposed rule change is consistent with the
section 6(b)(5) \17\ requirements that the rules of an exchange be
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 regulating, clearing,
settling, processing information with respect to, and 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. Additionally,
the Exchange believes the proposed rule change is consistent with the
section 6(b)(5) \18\ requirement that the rules of an exchange not be
designed to permit unfair discrimination between customers, issuers,
brokers, or dealers.
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    \16\ 15 U.S.C. 78f(b).
    \17\ 15 U.S.C. 78f(b)(5).
    \18\ Id.
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    The Exchange believes that providing Look-Back Individuals a second
opportunity to elect to participate in the MQP is warranted because
participation in the MQP would reduce unnecessary impediments to
requalification for these individuals without diminishing investor
protection. In addition, the proposed rule change is consistent with
other goals, such as the promotion of diversity and inclusion in the
securities industry by attracting and retaining a broader and diverse
group of professionals. The MQP also allows the industry to retain
expertise from skilled individuals, providing investors with the
advantage of greater experience among the individuals working in the
industry. The Exchange believes that providing Look-Back Individuals a
second opportunity to elect to participate in the MQP will further
these goals and objectives.
    Further, the Exchange believes the proposed amendments reduce the
possibility of a significant regulatory gap between Exchange and FINRA
rules, providing more uniform standards across the securities industry.
The Exchange believes that the proposed rule change will bring
consistency and uniformity with FINRA's recently amended CE Program,
which will, in turn, assist Members and their associated persons in
complying with these rules and improve regulatory efficiency. The
proposed rule changes make ministerial changes to the Exchange's
continuing education rules to align them with the continuing education
rules of FINRA and other exchanges as discussed above, in order to
prevent unnecessary regulatory burdens and to promote efficient
administration of the rules.
    Finally, the Exchange believes the proposed amendments to remove
reference to Exchange Rule 2.5.08, which references the FSA waiver
programs under Cboe Options Rule 3.30.09, C2 Options Chapter 3, Section
B and/or FINRA Rule 1210.09, and to amend Exchange Rule 2.16.01 to
refer specifically to FINRA Rule 1210.09 will add clarity to the
Exchange Rules, as there were no participants in the FSA waiver
programs of the Exchange's affiliates, Cboe Options or C2 Options,
immediately preceding March 15, 2022. Further, the Exchange believes
that the amendments to clarify that anyone participating in the FINRA
FSAWP immediately preceding March 15, 2022 would still be eligible to
participate in the MQP, provided conditions in Exchange Rule 2.16(c)
are met, ensures consistency and uniformity with FINRA's recently
amended CE Program, which, as noted above, will in turn assist Members
and their associated persons in complying with these rules and improve
regulatory efficiency.

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 changes which are, in all material

respects, based upon and substantially similar to, recent rule changes
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

    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

    EDGA has filed the proposed rule change pursuant to section
19(b)(3)(A) of the Act \19\ and Rule 19b-4(f)(6) thereunder.\20\
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 after the date of the filing, or such shorter time as the
Commission may designate, it has become effective pursuant to
19(b)(3)(A) of the Act and Rule 19b-4(f)(6)(iii) thereunder.\21\
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    \19\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \20\ 17 CFR 240.19b-4(f)(6).
    \21\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and text of the proposed rule change, at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
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    A proposed rule change filed under Rule 19b-4(f)(6) \22\ normally
does not become operative prior to 30 days after the date of the
filing. However, pursuant to Rule 19b4(f)(6)(iii),\23\ 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 proposal
may become operative immediately upon filing. EDGA has indicated that
the immediate operation of the proposed rule change is appropriate
because it would allow the Exchange to implement the proposed changes
to its continuing education rules without delay, thereby eliminating
the possibility of a significant regulatory gap between the FINRA rules
and the Exchange rules, providing more uniform standards across the
securities industry, and helping to avoid confusion for Exchange
members that are also FINRA members. EDGA also noted that FINRA plans
to conduct additional public outreach efforts to promote awareness of
the MQP and the availability of the Second Enrollment Period among
Look-Back Individuals. Therefore, EDGA indicated that the immediate
operation of the proposed rule change is also appropriate because it
would help to further notify Look-Back Individuals of their options and
provide additional time for them to consider whether they wish to
participate in the MQP before the December 31, 2023 deadline. 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.\24\
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    \22\ 17 CFR 240.19b-4(f)(6).
    \23\ 17 CFR 240.19b-4(f)(6)(iii).
    \24\ 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

     Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include
file number SR-CboeEDGA-2023-018 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-CboeEDGA-2023-018. 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 (https://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
a.m. and 3 p.m. Copies of the filing also will be available for
inspection and copying at the principal office of the Exchange. Do not
include personal identifiable information in submissions; you should
submit only information that you wish to make available publicly. We
may redact in part or withhold entirely from publication submitted
material that is obscene or subject to copyright protection. All
submissions should refer to file number SR-CboeEDGA-2023-018 and should
be submitted on or before November 28, 2023.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\25\
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    \25\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-24520 Filed 11-6-23; 8:45 am]
BILLING CODE 8011-01-P