[Federal Register Volume 83, Number 183 (Thursday, September 20, 2018)]
[Notices]
[Pages 47651-47654]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-20431]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84141; File No. SR-C2-2018-020]


Self-Regulatory Organizations; Cboe C2 Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change Relating 
To Amend Its Rules Relating to Categories of Registration and 
Respective Qualification Examinations Required for Trading Permit 
Holders (``TPHs'') and Associated Persons That Engage in Trading 
Activities on the Exchange

September 14, 2018.
    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 September 7, 2018, Cboe C2 Exchange, Inc. (the ``Exchange'' or 
``C2'') 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 Commission 
is publishing this notice to

[[Page 47652]]

solicit comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    Cboe C2 Exchange, Inc. (the ``Exchange'' or ``C2'') proposes to 
amend its rules relating to categories of registration and respective 
qualification examinations required for Trading Permit Holders 
(``TPHs'') and associated persons that engage in trading activities on 
the Exchange.
    The text of the proposed rule change is also available on the 
Exchange's website (http://www.cboe.com/AboutCBOE/CBOELegalRegulatoryHome.aspx), at the Exchange's Office of the 
Secretary, and at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The SEC recently approved a proposed rule change to restructure the 
FINRA representative-level qualification examination program.\3\ The 
rule change, which will become effective on October 1, 2018, 
restructures the examination program into a more efficient format 
whereby all new representative-level applicants will be required to 
take a general knowledge examination (the Securities Industry 
Essentials Examination (``SIE'')) and a tailored, specialized knowledge 
examination (a revised representative-level qualification examination) 
for their particular registered role. Individuals are not required to 
be associated with an Exchange or any other self-regulatory 
organization (``SRO'') member to be eligible to take the SIE. However, 
passing the SIE alone will not qualify an individual for registration 
with the Exchange. To be eligible for registration, an individual must 
also be associated with a firm, pass an appropriate qualification 
examination for a representative or principal and satisfy the other 
requirements relating to the registration process.
---------------------------------------------------------------------------

    \3\ See Securities Exchange Act Release No. 81098 (July 7, 
2017), 82 FR 32419 (July 13, 2017) (Order Approving File No. SR-
FINRA-2017-007).
---------------------------------------------------------------------------

    The SIE would assess basic product knowledge; the structure and 
function of the securities industry markets, regulatory agencies and 
their functions; and regulated and prohibited practices. In particular, 
the SIE will cover four major areas. The first, ``Knowledge of Capital 
Markets,'' focuses on topics such as types of markets and offerings, 
broker-dealers and depositories, and economic cycles. The second, 
``Understanding Products and Their Risks,'' covers securities products 
at a high level as well as associated investment risks. The third, 
``Understanding Trading, Customer Accounts and Prohibited Activities,'' 
focuses on accounts, orders, settlement and prohibited activities. The 
final area, ``Overview of the Regulatory Framework,'' encompasses 
topics such as SROs, registration requirements and specified conduct 
rules. It's anticipated that the SIE would include 75 scored questions 
plus an additional 10 unscored pretest questions. The passing score 
would be determined through methodologies compliant with testing 
industry standards used to develop examinations and set passing 
standards.
    The restructured program eliminates duplicative testing of general 
securities knowledge on the current representative-level qualification 
examinations by moving such content into the SIE. The SIE will test 
fundamental securities related knowledge, including knowledge of basic 
products, the structure and function of the securities industry, the 
regulatory agencies and their functions and regulated and prohibited 
practices, whereas the revised representative-level qualification 
examinations will test knowledge relevant to day-to-day activities, 
responsibilities and job functions of representatives. The SIE was 
developed in consultation with a committee of industry representatives 
and representatives of several other SROs. Each of the current 
representative-level examinations covers general securities knowledge, 
with the exception of the Research Analyst (Series 86 and 87) 
examinations.
    The Exchange proposes to require that effective October 1, 2018, 
new applicants seeking to register in a representative capacity with 
the Exchange must pass the SIE before their registrations can become 
effective. The Exchange proposes to make the requirement operative on 
October 1, 2018 to coincide with the effective date of FINRA's 
requirement.\4\
---------------------------------------------------------------------------

    \4\ The Exchange notes that the Exchange's affiliate, Cboe 
Exchange, Inc. (``Cboe Options'') is also submitting a similar rule 
change to require the SIE for representative-level registrations. In 
that rule filing, Cboe Options proposes to make clear in Rule 9.3 
that persons required to register as a General Securities 
Representative must also pass the SIE. The Exchange notes that 
Chapter IX of Cboe Options Rules is incorporated by reference and as 
such, the proposed requirement will similarly apply to the Exchange.
---------------------------------------------------------------------------

    The Exchange notes that individuals who are registered as of 
October 1, 2018 are eligible to maintain their registrations without 
being subject to any additional requirements. Individuals who had been 
registered within the past two years prior to October 1, 2018, would 
also be eligible to maintain those registrations without being subject 
to any additional requirements, provided they register within two years 
from the date of their last registration. However, with respect to an 
individual who is not registered on the effective date of the proposed 
rule change but was registered within the past two years prior to the 
effective date of the proposed rule change, the individual's SIE status 
in the CRD system would be administratively terminated if such 
individual does not register with the Exchange within four years from 
the date of the individual's last registration. The Exchange also notes 
that consistent with Interpretation and Policy .04 of Rule 3.4, the 
Exchange will consider waivers of the SIE alone or the SIE and the 
representative or principal-level examination(s) for TPHs who are 
seeking registration in a representative- or principal-level 
registration category.\5\
---------------------------------------------------------------------------

    \5\ Pursuant to a Regulatory Services Agreement between FINRA 
and the Exchange, FINRA provides the Exchange certain exam waiver 
services in responding to exam waiver requests from Exchange TPHs.
---------------------------------------------------------------------------

    Lastly, the Exchange proposes to adopt Interpretation and Policy 
.08 of Rule 3.4 to provide individuals who are associated persons of 
firms and who hold foreign registrations an alternative, more flexible, 
process to obtain an Exchange representative-level registration.\6\ The 
Exchange believes

[[Page 47653]]

that there is sufficient overlap between the SIE and these foreign 
qualification requirements to permit them to act as exemptions to the 
SIE. As such the Exchange proposes to provide that individuals who are 
in good standing as representatives with the Financial Conduct 
Authority in the United Kingdom or with a Canadian stock exchange or 
securities regulator would be exempt from the requirement to pass the 
SIE, and thus would be required only to pass a specialized knowledge 
examination to register with the Exchange as a representative. The 
proposed approach would provide individuals with a United Kingdom or 
Canadian qualification more flexibility to obtain an Exchange 
representative-level registration. The Exchange notes that FINRA has 
adopted a similar rule.\7\
---------------------------------------------------------------------------

    \6\ As previously noted, Cboe Options is submitting a similar 
rule change which includes the proposed language in Rule 3.4.08. 
Cboe Options also proposes to include such language in a new 
Interpretation and Policy .02 of Cboe Options Rule 9.3 to make clear 
that such requirement also applies to representative-level 
registrations required for persons who do business with the public. 
Chapter IX of Cboe Options Rules is incorporated by reference and as 
such, the proposed requirement will similarly apply to the Exchange.
    \7\ See Securities Exchange Act Release No. 81098 (July 7, 
2017), 82 FR 32419 (July 13, 2017) (Order Approving File No. SR-
FINRA-2017-007).
---------------------------------------------------------------------------

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.\8\ Specifically, the 
Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \9\ 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) \10\ requirement that the rules of an exchange not be 
designed to permit unfair discrimination between customers, issuers, 
brokers, or dealers.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(5).
    \10\ Id.
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change will improve 
the efficiency of the Exchange's examination requirements, without 
compromising the qualification standards, by eliminating duplicative 
testing of general securities knowledge on examinations. FINRA has 
indicated that the SIE was developed in an effort to adopt an 
examination that would assess basic product knowledge; the structure 
and function of the securities industry markets, regulatory agencies 
and their functions; and regulated and prohibited practices. The 
Exchange also notes that the introduction of the SIE and expansion of 
the pool of individuals who are eligible to take the SIE, has the 
potential of enhancing the pool of prospective securities industry 
professionals by introducing them to securities laws, rules and 
regulations and appropriate conduct before they join the industry in a 
registered capacity. Lastly, the Exchange notes adopting the SIE 
requirement is consistent with the requirement recently adopted by 
FINRA.\11\
---------------------------------------------------------------------------

    \11\ See Securities Exchange Act Release No. 81098 (July 7, 
2017), 82 FR 32419 (July 13, 2017) (Order Approving File No. SR-
FINRA-2017-007).
---------------------------------------------------------------------------

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 recent rule 
changes adopted by FINRA and which is being filed in conjunction with 
similar filings by the other national securities exchanges, will reduce 
the regulatory burden placed on market participants engaged in trading 
activities across different markets. The Exchange believes that the 
harmonization of these registration 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 written comments on 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 \12\ and Rule 19b-
4(f)(6) thereunder.
---------------------------------------------------------------------------

    \12\ 15 U.S.C. 78s(b)(3)(A).
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6) normally does 
not become operative for 30 days from the date of filing. However, Rule 
19b-4(f)(6)(iii) \13\ permits the Commission to 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 on 
October 1, 2018 to coincide with the effective date of FINRA's proposed 
rule change on which the proposal is based.\14\ The waiver of the 
operative delay would make the Exchange's qualification requirements 
consistent with those of FINRA. Therefore, the Commission believes that 
the waiver of the 30-day operative delay is consistent with the 
protection of investors and the public interest and hereby waives the 
30-day operative delay and designates the proposal operative on October 
1, 2018.\15\
---------------------------------------------------------------------------

    \13\ 17 CFR 240.19b-4(f)(6)(iii).
    \14\ See supra note 3.
    \15\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

    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.

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-C2-2018-020 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-C2-2018-020. This file

[[Page 47654]]

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-C2-2018-020 and should be submitted on 
or before October 11, 2018.
---------------------------------------------------------------------------

    \16\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\16\
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-20431 Filed 9-19-18; 8:45 am]
 BILLING CODE 8011-01-P