[Federal Register Volume 78, Number 204 (Tuesday, October 22, 2013)]
[Notices]
[Pages 62881-62884]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2013-24553]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-70599; File No. SR-NYSEMKT-2013-77]


Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing and 
Immediate Effectiveness of Proposed Rule Change Amending Rule 341A To 
Specify Applicable Continuing Education Requirements, Amending the NYSE 
Amex Options Fee Schedule To Specify Corresponding CE Fees and To 
Specify Fees for the Series 56 Examination

October 2, 2013.
    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 September 19, 2013, NYSE MKT LLC (the ``Exchange'' or 
``NYSE MKT'') 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. NYSE MKT has designated the proposed rule change as 
constituting a non-controversial rule change under Section 
19(b)(3)(A)(iii) \4\ of the Act and Rule 19b-4(f)(6) \5\ thereunder, 
which renders the filing effective upon filing with the Commission. 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\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
    \4\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \5\ 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

    The Exchange proposes to amend Rule 341A to specify applicable 
continuing education (``CE'') requirements, (ii) [sic] amend the NYSE 
Amex Options Fee Schedule (``Fee Schedule'') to specify corresponding 
CE fees, and (iii) amend the Fee Schedule to specify fees for the 
Series 56 examination. The text of the proposed rule change is 
available on the Exchange's Web site 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 (i) amend Rule 341A to specify applicable 
CE requirements, (ii) amend the Fee Schedule to specify corresponding 
CE fees, and (iii) amend the Fee Schedule to specify fees for the 
Series 56 examination.
CE Requirements
    Rule 341A(a) states that no member or member organization may 
permit any registered person to continue to, and no registered person 
may continue to, perform duties as a registered person unless such 
person has complied with the CE requirements of the rule. Rule 341A 
specifies the CE requirements for registered persons subsequent to 
their initial qualification and registration. The requirements consist 
of a Regulatory Element and a Firm Element.\6\ The Regulatory Element 
is a computer-based education program administered by the Financial 
Industry Regulatory Authority, Inc. (``FINRA''), on behalf of the 
Securities Industry Council on Continuing Education, to help ensure 
that registered persons are kept up to date on regulatory, compliance, 
and sales practice matters in the industry.
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    \6\ Currently, the Firm Element applies to any registered person 
who has direct contact with customers in the conduct of the member's 
or member organization's securities sales, trading or investment 
banking activities, and to the immediate supervisors of such persons 
(collectively called ``covered registered persons''). See Rule 
341A(b)(1). The requirement stipulates that each member or member 
organization must maintain a continuing and current education 
program for its covered registered persons to enhance their 
securities knowledge, skills, and professionalism. Each member and 
member organization has the requirement to annually evaluate and 
prioritize its training needs and develop a written training plan. 
See Rule 341A(b)(2)(i).
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    There are currently three existing Regulatory Element programs: (1) 
The S201 (``S201 CE Program'') for registered principals (e.g., General 
Securities Principals and Limited Principals) and supervisors; (2) the 
S106 (``S106 CE Program'') for persons registered only as Investment 
Company Products/Variable Contracts Limited Representatives; and (3) 
the S101 (``S101 CE Program'') for all other registered persons (e.g., 
General Securities Representatives). The Exchange proposes to enumerate 
these existing programs in subsection (1) of Rule 341A(a).\7\
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    \7\ Rule 341A(a)(1) currently includes existing rule text. Rule 
341A(a)(1)-(3) would therefore be renumbered as Rule 341A(a)(2)-(4), 
respectively.
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    The Exchange also proposes to specify the new S501 (``S501 CE 
Program,'' and together with the S201, S106 and S101 CE Programs, ``CE 
Programs'') for persons registered only as Proprietary Traders.\8\ This 
would include registered Proprietary Traders who have successfully 
completed the Proprietary Traders Examination (``Series 56 
Examination'') \9\ as well as registered Proprietary Traders who have 
completed the General Securities Registered Representative Examination 
(``Series 7 Examination''), but who have

[[Page 62882]]

only registered as Proprietary Traders.\10\ Individuals who maintain 
any other registration would be subject to the CE Program associated 
with such other registration.
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    \8\ A Proprietary Trader is any person engaged in the purchase 
or sale of securities or other similar instruments for the account 
of a member or member organization with which he or she is 
associated, as an employee or otherwise, and who does not transact 
any business with the public. The term ``Proprietary Trader'' does 
not include a person who is required to be registered as a Market 
Maker in accordance with Rule 921NY or a Market Maker Authorized 
Trader in accordance with in Rule 921.1NY. See Commentary .01 to 
Rule 341.
    \9\ The Exchange previously amended its rules to prescribe the 
Series 56 Examination as the qualifying examination for registered 
Proprietary Traders. See Securities Exchange Act Release No. 66453 
(February 23, 2012), 77 FR 12345 (February 29, 2012) (SR-NYSEAmex-
2012-11). The Exchange stated in that proposal that it intended to 
submit a separate filing in the future to apply CE requirements to 
such persons. See id. at 12346, note 11.
    \10\ For purposes of this filing, ``registration'' refers to the 
operational/functional registration status in FINRA's Central 
Registration Depository (``CRD[supreg]'') (e.g., Proprietary Trader 
or General Securities Representative), not the qualification 
examination(s) that a registered person has completed (e.g., the 
Series 56 Examination or the Series 7 Examination).
     Persons accepting orders from non-member customers (unless such 
customer is a broker-dealer registered with the Securities and 
Exchange Commission (``Commission'')) must successfully complete the 
Series 7 Examination. See Rule 920.06. However, an individual who 
has successfully completed the Series 7 Examination who does not 
conduct business with the public is permitted to register as a 
Proprietary Trader, either exclusively or concurrently with 
registration as a General Securities Representative, without 
successfully completing the Series 56 Examination, which would be 
redundant.
    If a person initially qualified as a Proprietary Trader by 
taking the Series 7 Examination or otherwise previously maintained 
both Series 7 and Series 56 qualifications, but was only maintaining 
a Proprietary Trader registration when the CE requirement became 
due, then completion of the S501 CE Program by such person would 
satisfy his or her then-applicable CE requirement. However, upon re-
registering thereafter as a General Securities Representative, such 
individual would be required to complete the S101 CE Program the 
next time he or she became subject to CE.
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    The S501 CE Program is a computer-based education program developed 
by many of the self-regulatory organizations (``Participating SROs'') 
\11\ and administered by FINRA to ensure that registered persons are 
kept current on regulatory, compliance, and trading practice matters in 
the industry. Unlike the other CE Programs, the S501 CE Program is not 
part of the Uniform Continuing Education Program, which is developed 
and maintained by the Securities Industry Regulatory Council on 
Continuing Education. However, the S501 CE Program would logistically 
operate as the current CE Programs do. Specifically, registered persons 
would be required, through CRD, to complete the Regulatory Element of 
the S501 CE Program on the second anniversary of the base date and then 
every three years thereafter. In creating the S501 CE Program, the 
Participating SROs determined that the current procedures of the other 
CE Programs work well. The Securities Industry Regulatory Council on 
Continuing Education has tailored the process of the other CE Programs 
since their inception in a manner that has been successful. Thus, as 
proposed, the S501 CE Program would work in the same manner. In 
addition, consistency between the different programs would avoid 
creating confusion among the registered persons and FINRA.
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    \11\ The Participating SROs that have assisted with the 
development of, and plan to administer, the Series 56 Examination 
and S501 CE Program are the Exchange; C2 Options Exchange, 
Incorporated (``C2''); Chicago Board Options Exchange, Incorporated 
(``CBOE''); Chicago Stock Exchange, Inc. (``CHX''); New York Stock 
Exchange LLC (``NYSE''); NYSE Arca, Inc. (``NYSEArca''); The NASDAQ 
Stock Market LLC (``NASDAQ''); National Stock Exchange, Inc. 
(``NSX''); NASDAQ OMX BX, Inc. (``BX''); NASDAQ OMX PHLX LLC 
(``PHLX''); BATS Y-Exchange, Inc. (``BATS Y''); BATS Exchange, Inc. 
(``BATS''); EDGA Exchange, Inc. (``EDGA''); EDGX Exchange, Inc. 
(``EDGX''); International Securities Exchange, LLC (``ISE''); BOX 
Options Exchange, LLC (``BOX''); and Miami International Securities 
Exchange LLC (``MIAX'').
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    As proposed, registered Proprietary Traders would also be required 
to complete the Firm Element outlined in Rule 341A(b). Although 
registered Proprietary Traders, including those who have passed the 
Series 56 Examination, do not interact with the public, the Exchange 
believes that this requirement is appropriate because it ensures that 
these registered Proprietary Traders continue to enhance their 
securities knowledge, skill, and professionalism. As stated in Rule 
341A(b)(2)(ii), the program should be tailored to fit the business of 
the member or member organization. Thus, the Exchange believes that it 
is appropriate that registered Proprietary Traders also complete the 
Firm Element.
    The introduction of the S501 CE Program would allow the Exchange to 
tailor its CE requirements more closely to those individuals who are 
registered only as Proprietary Traders. More specifically, the Exchange 
believes that the proposed rule change would allow persons registered 
only as Proprietary Traders to complete a CE Program separate from 
persons maintaining other registrations. For example, in comparison to 
the Series 7 Examination, the Series 56 Examination is more closely 
tailored to the practice of proprietary trading while the Series 7 
Examination is more comprehensive. As such, the Exchange believes that 
the S501 CE Program should also be closely tailored to proprietary 
trading. If an individual remains registered in another capacity, such 
as a General Securities Representative, the Exchange believes that it 
is appropriate that such individual continue to be required to complete 
the more comprehensive CE Program (i.e., the S101 CE Program). The 
Exchange anticipates that the other Participating SROs will adopt, or 
have adopted, rules requiring completion of the S501 CE Program for 
registered Proprietary Traders.\12\
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    \12\ See, e.g., Securities Exchange Act Release No. 70027 (July 
23, 2013), 78 FR 45584 (July 29, 2013) (SR-CBOE-2013-076).
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CE Fees
    The Exchange proposes to amend the Fee Schedule to specify the CRD 
session fees for the CE Programs described above, including the 
existing CE Programs and the proposed new S501 CE Program. 
Specifically, the Exchange proposes to specify the existing $100 
session fee associated with the existing CE Programs (i.e., the S201, 
S106 and S101 CE Programs) and a new $60 session fee associated with 
the new S501 CE Program.\13\ The Exchange anticipates that other 
exchanges requiring completion of the S501 CE Program will similarly 
implement corresponding fees. As with existing CE Program session fees, 
only one $60 session fee would be charged through CRD for a registered 
person completing the S501 CE Program, even if such registered person's 
firm was a member of multiple exchanges.
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    \13\ ``Session'' refers to a registered person sitting for the 
actual computer-based CE training. FINRA administers the CE Programs 
on behalf of the Exchange. ATP Holders pay the related fees directly 
to FINRA through CRD.
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    The Exchange has determined that the $60 session fee is necessary 
to administer the S501 CE Program. Specifically, the $60 session fee 
will be used to fund the S501 CE Program administered to persons 
registered only as Proprietary Traders who are required to complete the 
S501 CE Program. The $60 session fee is less than the existing $100 
session fee currently charged by FINRA through CRD for the existing CE 
Programs, including the S101 CE Program, because the fees associated 
with the existing CE Programs are utilized for both development and 
administration, whereas the $60 session fee for the S501 CE Program 
would only be used for the administration of the program. The costs 
associated with the development of the S501 CE Program are included in 
the Series 56 Examination fee. The Exchange anticipates that the other 
Participating SROs will adopt, or have adopted, the same $60 session 
fee applicable to completion of the S501 CE Program.\14\
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    \14\ See, e.g., Securities Exchange Act Release No. 70064 (July 
30, 2013), 78 FR 47469 (August 5, 2013) (SR-CBOE-2013-078).
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Series 56 Examination Fees
    The Exchange previously amended its rules to prescribe the Series 
56 Examination as the qualifying examination for registered Proprietary 
Traders.\15\ The Exchange hereby proposes to amend the Fee Schedule to 
specify a fee of $195 per registered

[[Page 62883]]

person that chooses to complete the Series 56 Examination.
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    \15\ See supra note 9.
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    The Fee Schedule does not currently set forth the examination fees 
for other qualification examinations required or accepted by the 
Exchange because these programs are within FINRA's jurisdiction. The 
Series 56 Examination, however, is a limited registration category that 
is not recognized by FINRA under its registration rules. However, as 
with existing non-FINRA examinations, FINRA administers the Series 56 
Examination and collects the $195 fee through CRD on behalf of the SROs 
that developed and maintain the exam. Additionally, only one $195 fee 
would be charged through CRD for a registered person completing the 
Series 56 Examination, even if such registered person's firm was a 
member of multiple exchanges. The Exchange anticipates that the other 
Participating SROs will adopt, or have adopted, the same $195 fee 
applicable to completion of the Series 56 Examination.\16\
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    \16\ See, e.g., Securities Exchange Act Release No. 70163 
(August 12, 2013), 78 FR 50120 (August 16, 2013) (SR-EDGA-2013-24).
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    The proposed change is not otherwise intended to address any other 
issues relating to CE or related fees and the Exchange is not aware of 
any problems that ATP Holders or their registered persons would have in 
complying with the proposed change.
2. Statutory Basis
    The proposed rule change is consistent with Section 6(c) of the 
Act,\17\ in general, and furthers the objectives of Section 6(c)(3) of 
the Act,\18\ in particular, which authorizes the Exchange to prescribe 
standards of training, experience and competence for registered persons 
of ATP Holders. The proposed rule change would specify the existing CE 
requirements for registered persons of ATP Holders while also 
specifying the new S501 CE Program requirement for registered 
Proprietary Traders of ATP Holders. The Exchange believes that the 
proposed rule change is reasonable and sets forth the applicable CE 
requirements for individuals required to register under Rule 341 and 
will therefore contribute to ensuring that registered persons of ATP 
Holders are properly trained. In this regard, the Exchange believes 
that the S501 CE Program is the appropriate CE Program for persons 
registered only as Proprietary Traders because the S501 CE Program is 
specifically tailored toward proprietary trading. Individuals who 
maintain any other registration would be required to complete the CE 
Program associated with such other registration, even if simultaneously 
registered as Proprietary Traders, because such other CE Program would 
be more comprehensive and correspond to the other, more comprehensive 
registration category. The Exchange also believes that the proposed 
rule change is reasonable because the other Participating SROs are 
anticipated to adopt, or have adopted, rules requiring completion of 
the S501 CE Program for registered Proprietary Traders.\19\
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    \17\ 15 U.S.C. 78f(c).
    \18\ 15 U.S.C. 78f(c)(3).
    \19\ See supra note 12.
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    The Exchange also believes that the proposed rule change is 
consistent with Section 6(b) of the Act,\20\ in general, and furthers 
the objectives of Sections 6(b)(4) and 6(b)(5) of the Act,\21\ in 
particular, because it provides for the equitable allocation of 
reasonable dues, fees, and other charges among its members, issuers and 
other persons using its facilities and does not unfairly discriminate 
between customers, issuers, brokers or dealers. The Exchange believes 
that the proposed $60 session fee is reasonable. While it is less than 
the existing $100 session fee currently charged by FINRA through CRD 
for the existing CE Programs, including the S101 CE Program, the fees 
associated with the existing CE Programs are utilized for both 
development and administration, whereas the $60 session fee for the 
S501 CE Program would only be used for the administration of the 
program. The costs associated with the development of the S501 CE 
Program are included in the Series 56 Examination fee. The Exchange 
also believes that the fee is reasonable because the other 
Participating SROs are anticipated to adopt, or have adopted, the same 
$60 session fee applicable to completion of the S501 CE Program.\22\ 
The Exchange also believes that the proposed rule change is reasonable 
because it will specify the existing $100 session fee applicable to 
registered persons of ATP Holders who are subject to CE requirements, 
which is collected by FINRA through CRD. Finally, the Exchange believes 
that the proposed rule change is equitable and not unfairly 
discriminatory because all registered persons of ATP Holders that are 
subject to CE requirements would be treated the same, as is currently 
the case. Therefore, any registered person of an ATP Holder that is 
required to complete the S501 CE Program would be subject to the 
corresponding $60 session fee.
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    \20\ 15 U.S.C. 78f(b).
    \21\ 15 U.S.C. 78f(b)(4) and (5).
    \22\ See supra note 14.
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    The Exchange believes that it is reasonable to include the Series 
56 Examination fee within the Fee Schedule to make the cost of this 
examination clear to ATP Holders. The proposed fee is reasonably 
designed to allow FINRA to cover its cost of administering the Series 
56 Examination on behalf of the Exchange. The Exchange believes that 
the proposed $195 Series 56 Examination fee is also reasonable because 
it is designed to reflect the costs of maintaining and developing the 
Series 56 Examination, as well as the development of the S501 CE 
Program, and to ensure that the examination's content is, and continues 
to be, adequate for testing the competence and knowledge generally 
applicable to proprietary trading. The Exchange also believes that the 
fee is reasonable because the Exchange anticipates that the other 
Participating SROs will adopt, or have adopted, the same $195 fee 
applicable to completion of the Series 56 Examination.\23\ Finally, the 
Exchange believes that the proposed rule change is equitable and not 
unfairly discriminatory because all registered persons of ATP Holders 
that wish to be registered as Proprietary Traders would be treated the 
same, as is currently the case.
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    \23\ See supra note 16.
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    For these reasons, the Exchange believes that the proposal is 
consistent with the Act.

B. Self-Regulatory Organization's Statement on Burden on Competition

    In accordance with Section 6(b)(8) of the Act,\24\ 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. Specifically, the Exchange does not believe 
that the proposed administrative changes (i.e., specifying the existing 
CE Programs and related fees), the introduction of the S501 CE Program 
and related fee, or the introduction of the Series 56 Examination fee 
will affect intermarket competition because the Exchange anticipates 
that the other Participating SROs will similarly adopt, or have 
adopted, rules requiring completion of the S501 CE Program for 
registered Proprietary Traders, the same $60 session fee applicable to 
completion of the S501 CE Program and the same $195 fee applicable to 
completion of the Series 56 Examination.\25\ In addition,

[[Page 62884]]

the Exchange does not believe that the proposed rule change will affect 
intramarket competition because all similarly situated registered 
persons of ATP Holders, e.g., registered persons maintaining the same 
categories of registration, are required to complete the same CE 
Programs, the same qualification examinations, and are subject to the 
same fees.
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    \24\ 15 U.S.C. 78f(b)(8).
    \25\ See supra notes 12, 14 and 16.
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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)(ii) of the Act \26\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\27\
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    \26\ 15 U.S.C. 78s(b)(3)(a)(ii).
    \27\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file 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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    The Exchange has requested that the Commission waive the 30-day 
operative delay. Waiver of the operative delay would allow the Exchange 
to modify its rules and implement the proposed rule change at once, 
enabling its Members to comply with their continuing education 
requirements in a timely manner, and thus is consistent with the 
protection of investors and the public interest. Therefore, the 
Commission designates the proposal operative upon filing.\28\
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    \28\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule'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: (i) 
Necessary or appropriate in the public interest; (ii) for the 
protection of investors; or (iii) otherwise in furtherance of the 
purposes of the Act. If the Commission takes such action, the 
Commission will institute proceedings to determine whether the proposed 
rule change should be approved or disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSEMkt-2013-77 on the subject line.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEMkt-2013-77. 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 Web site (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 Web site 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; the Commission does not edit 
personal identifying information from submissions. You should submit 
only information that you wish to make available publicly.
    All submissions should refer to File Number SR-NYSEMkt-2013-77 and 
should be submitted on or before November 12, 2013.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\29\
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    \29\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-24553 Filed 10-21-13; 8:45 am]
BILLING CODE 8011-01-P