[Federal Register Volume 87, Number 9 (Thursday, January 13, 2022)]
[Notices]
[Pages 2193-2197]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-00490]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-93928; File No. SR-FINRA-2021-034]


Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc.; Notice of Filing and Immediate Effectiveness of a 
Proposed Rule Change To Amend Section 4 of Schedule A to the FINRA By-
Laws Relating to the Continuing Education Fees

January 7, 2022.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on December 30, 2021, the Financial Industry Regulatory Authority, Inc. 
(``FINRA'') filed with the Securities and Exchange Commission (``SEC'' 
or ``Commission'') the proposed rule change as described in Items I, 
II, and III below, which Items have been prepared by FINRA. FINRA has 
designated the proposed rule change as ``establishing or changing a 
due, fee or other charge'' under Section 19(b)(3)(A)(ii) of the Act \3\ 
and Rule 19b-4(f)(2) thereunder,\4\ which renders the proposal 
effective upon receipt of this filing by 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\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \4\ 17 CFR 240.19b-4(f)(2).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    FINRA is proposing to amend Section 4 of Schedule A to the FINRA 
By-Laws to: (1) Revise the fee for the Regulatory Element of continuing 
education (``CE''); (2) establish the fee for individuals who elect to 
maintain their qualification following the termination of a 
registration category through the Maintaining Qualifications Program 
(``MQP''); and (3) make a technical change to clarify that the fee for 
failing to timely appear for a scheduled qualification examination 
appointment and for cancelling or rescheduling a qualification 
examination close to the scheduled appointment date equally applies to 
online administrations of qualification examinations.
    Below is the text of the proposed rule change. Proposed new 
language is in italics; proposed deletions are in brackets.
* * * * *

[[Page 2194]]

By-Laws of the Corporation

* * * * *

Schedule A to the By-Laws of the Corporation

* * * * *

Section 4--Fees

    (a) through (b) No Change.
    (c) The following fees shall be assessed to each individual who 
takes an examination as described below. These fees are in addition 
to the registration fee described in paragraph (b) and any other 
fees that the owner of an examination that FINRA administers may 
assess.
* * * * *
    (1) through (2) No Change.
    (3) There shall be a service charge equal to the examination or 
Regulatory Element session fee assessed to each individual who, 
having made an appointment for [a specific time and place for] an 
[test center-based] administration of an examination listed above or 
a test center-based Regulatory Element session, fails to timely 
appear for such appointment or cancels or reschedules such 
appointment within two business days prior to the [test center] 
appointment date.
    (4) There shall be a service charge equal to one-half of the 
examination or Regulatory Element session fee assessed to each 
individual who, having made an appointment for [a specific time and 
place for] an [test center-based] administration of an examination 
listed above or a test center-based Regulatory Element session, 
cancels or reschedules such appointment three to 10 business days 
prior to the [test center] appointment date.
    (d) through (e) No Change.
    (f)(1) There shall be a session fee of $18 [$55] assessed to 
each individual who completes the Regulatory Element of the 
Continuing Education requirements pursuant to FINRA rules.
    (2) There shall be assessed to each individual electing to 
participate in the continuing education program under Rule 1240(c) a 
fee of $100 for each year that such individual is participating in 
the program. Individuals who elect to participate in the program 
within two years from the termination of a registration would also 
be assessed any accrued annual fee.
    (g) through (i) No Change.
* * * * *

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

    In its filing with the Commission, FINRA 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. FINRA 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
    On September 21, 2021, the SEC approved amendments to FINRA Rules 
1210 (Registration Requirements) and 1240 (Continuing Education 
Requirements) to, among other things, require registered persons to 
complete the Regulatory Element of CE annually by December 31 of each 
year, rather than every three years, and to complete Regulatory Element 
content for each representative or principal registration category that 
they hold.\5\ In addition, the amendments 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 CE through a 
new program, the MQP.\6\ The annual Regulatory Element requirement will 
become effective on January 1, 2023; eligible individuals can make 
their election to participate in the MQP beginning on January 31, 
2022.\7\
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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). The Regulatory Element is administered by FINRA 
and focuses on regulatory requirements and industry standards. The 
proposed rule change also included amendments to the Firm Element 
training, which is provided by each firm annually to its registered 
persons and focuses on securities products, services and strategies 
the firm offers, firm policies and industry trends.
    \6\ See supra note 5. Currently, individuals must requalify by 
examination if they have not reregistered within two years after 
their registrations have been terminated (``the two-year 
qualification period''). Individuals may also seek to obtain a 
waiver of the applicable qualification examination(s). MQP 
participants will have a maximum of five years following the 
termination of a representative or principal registration category 
to reregister with FINRA without having to requalify by examination 
or having to obtain an examination waiver, subject to satisfying the 
conditions of the MQP. Among other conditions, MQP participants will 
be required to complete annual MQP content consisting of a 
combination of Regulatory Element content and Practical Element 
content developed by FINRA and the Securities Industry/Regulatory 
Council on Continuing Education.
    \7\ See Regulatory Notice 21-41 (November 17, 2021) announcing 
the SEC approval and effective dates of the amendments.
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    FINRA currently charges a fee of $55 to each individual who 
completes the Regulatory Element. In conjunction with the amendments to 
transition to an annual Regulatory Element requirement, FINRA is 
proposing amendments to Section 4 of Schedule A to the FINRA By-Laws to 
revise the fee for the Regulatory Element from $55 to $18.\8\ The 
proposed $18 annual fee is comparable to the current $55 fee over a 
three-year period. Moreover, the proposed fee for the annual Regulatory 
Element would be the same for all registered persons, regardless of the 
amount of annual content that they would be required to complete (that 
is, an individual who holds multiple registrations would be subject to 
the same proposed $18 annual fee as an individual who holds a single 
registration).
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    \8\ The annual Regulatory Element fee is set forth in proposed 
Section 4(f)(1) of Schedule A to the FINRA By-Laws. See also FINRA 
Rule 1240(a) (Regulatory Element).
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    Further, in conjunction with the amendments to adopt the MQP, FINRA 
is proposing amendments to Section 4 of Schedule A to the FINRA By-Laws 
to charge an annual fee of $100 to each MQP participant.\9\ The 
proposed annual fee would be a flat fee, regardless of the number of 
registrations for which an individual elects to remain qualified under 
the MQP (that is, an individual who elects to remain qualified for 
multiple registrations under the MQP would be subject to the same 
proposed $100 annual fee as an individual who elects to remain 
qualified for a single registration under the MQP). The proposed annual 
fee would be assessed at the time an eligible individual elects to 
participate in the MQP and thereafter annually each year that the 
individual continues in the MQP. Eligible individuals who elect to 
participate in the MQP within two years from the termination of a 
registration category would be assessed any accrued annual fee.\10\
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    \9\ The annual MQP fee is set forth in proposed Section 4(f)(2) 
of Schedule A to the FINRA By-Laws. See also FINRA Rule 1240(c) 
(Continuing Education Program for Persons Maintaining Their 
Qualification Following the Termination of a Registration Category).
    \10\ Eligible individuals must make their election to 
participate in the MQP at the time of their Form U5 (Uniform 
Termination Notice for Securities Industry Registration) submission 
or within two years from the termination of a registration category. 
Individuals who elect to participate in the MQP at the later date 
will be required to complete, within two years from the termination 
of the registration category, any CE that becomes due under the MQP 
between the time of their Form U5 submission and the date that they 
commence their participation in the MQP.
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    Finally, FINRA is proposing amendments to Section 4 of Schedule A 
to the FINRA By-Laws to make a technical change to clarify that the 
administrative fee for failing to timely appear for a scheduled 
appointment and for cancelling or rescheduling a qualification 
examination close to the scheduled appointment date equally applies to 
online administrations of qualification examinations. FINRA 
qualification examinations are currently administered in test centers 
as well as online. Similar to test-center

[[Page 2195]]

administrations of qualification examinations, candidates must schedule 
an appointment and satisfy other requirements to take a qualification 
examination online.\11\ Likewise, there is an administrative fee for 
failing to timely appear for a scheduled online appointment and for 
cancelling or rescheduling a qualification examination close to the 
scheduled online appointment date.\12\
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    \11\ Additional information regarding the online appointment 
process is available at https://www.finra.org/registration-exams-ce/qualification-exams/testonline.
    \12\ Further information regarding the rescheduling and 
cancellation policy is available at https://www.finra.org/registration-exams-ce/qualification-exams/cancellation-policy.
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    FINRA has filed the proposed rule change for immediate 
effectiveness. However, the proposed annual MQP fee will be implemented 
on January 31, 2022 to coincide with the date that eligible individuals 
can begin making their election to participate in the MQP. In addition, 
the proposed revised fee for the Regulatory Element will be implemented 
on January 1, 2023 to coincide with the effective date of the 
transition to an annual Regulatory Element requirement.
2. Statutory Basis
    FINRA believes that the proposed rule change is consistent with the 
provisions of Section 15A(b)(5) of the Act,\13\ which requires, among 
other things, that FINRA rules provide for the equitable allocation of 
reasonable dues, fees and other charges among members and issuers and 
other persons using any facility or system that FINRA operates or 
controls.
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    \13\ 15 U.S.C. 78o-3(b)(5).
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Proposed Fees
    As described above, FINRA is proposing to charge an annual fee of 
$18 for completing the Regulatory Element requirement and an annual fee 
of $100 to each MQP participant.\14\ The proposed fees are based on the 
use of a particular service by registered persons and are therefore 
use-based fees as that term was used in FINRA's 2020 comprehensive fee 
filing.\15\ FINRA employs use-based fees for some of the specific 
services and data it provides to members and the public in support of 
its regulatory mission.\16\
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    \14\ The $100 fee would provide each MQP participant with all 
the content required of that participant, including the Regulatory 
Element content.
    \15\ See Securities Exchange Act Release No. 90176 (October 14, 
2020), 85 FR 66592, 66594 (October 20, 2020) (Notice of Filing and 
Immediate Effectiveness of File No. SR-FINRA-2020-032).
    \16\ See 85 FR 66594 n.14.
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    With respect to the Regulatory Element, in 2019, FINRA delivered 
approximately 202,600 Regulatory Element sessions and charged a fee of 
$55 per session.\17\ These sessions produced approximately $11.1 
million in (gross) revenue. In 2023, when the annual Regulatory Element 
requirement is in effect, FINRA anticipates delivering approximately 
626,000 annual sessions. Assuming the proposed $18 fee is in effect, 
the annual Regulatory Element requirement would produce approximately 
$11.3 million in revenue. Revenue is nearly the same in 2019 as is 
anticipated for 2023 since the reduction in the session fee and the 
increase in the number of sessions are expected to balance each other.
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    \17\ The analysis uses data from 2019 and expected for 2023. The 
year 2019 was indicative of historical program performance. The year 
2019 also pre-dates a change from FINRA's proprietary delivery 
platform to a vendor-supplied learning management system and one-
time costs associated with changes to the format, content and 
frequency of the Regulatory Element. The year 2023 is the first year 
that the annual Regulatory Element requirement will be in effect.
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    With respect to the MQP, in 2023, when the MQP has been in effect 
for an entire year,\18\ FINRA expects that approximately 38,000 
individuals would be enrolled in the MQP.\19\ Assuming the proposed 
$100 fee is in effect, the MQP would produce approximately $3.8 million 
in revenue. Changes in the assumptions, for example concerning the 
projected number of program participants, may have a significant impact 
on the projected aggregate revenue over time.
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    \18\ Given that eligible individuals can begin making their 
election to participate in the MQP on January 31, 2022, 2023 will be 
the first fiscal year that the proposed annual MQP fee would be in 
effect for the entire year.
    \19\ FINRA estimates that approximately 90,000 individuals end 
their registration with all firms with which they are registered in 
a typical year. Among them, FINRA estimates that approximately 
40,500 individuals (or 45 percent) do not reregister within two 
years of terminating their registrations and would therefore need to 
participate in the MQP to be able to reregister with FINRA without 
having to requalify by examination or having to obtain an 
examination waiver. FINRA expects that out of these individuals, 
approximately 8,100 individuals (or 20 percent) would likely choose 
to participate in the MQP to maintain their qualification. After 
adding approximately 15,000 individuals who may terminate their 
permissive registrations in 2023 and instead elect to participate in 
the program, as well as approximately 14,850 individuals who may 
have terminated their registrations between 2020 to 2022 and who 
elect to join the program, FINRA estimates that the total number of 
individuals who would participate in the program in 2023 to be 
approximately 38,000 individuals.
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Reasonableness of the Proposed Fees
    FINRA believes that the proposed fees are reasonable. With respect 
to the Regulatory Element, as discussed above, revenue is nearly the 
same in 2019 as is anticipated for 2023 since the reduction in the 
session fee and the increase in the number of sessions are expected to 
balance each other. Further, FINRA's annual costs for developing, 
maintaining and delivering the Regulatory Element are also expected to 
remain fairly constant over this period. Thus, the proposed annual fee 
of $18 will produce similar annual revenues and provide a similar 
annual contribution to FINRA's overall regulatory operations as the 
current Regulatory Element program for which member firms pay $55 every 
three years on behalf of their registered persons. The annual 
Regulatory Element will serve the same function as the current 
Regulatory Element program, and the amount of content completed in a 
three-year, annual cycle, is expected to be comparable to what most 
registered persons are currently completing every three years.
    With respect to the MQP, the proposed fee is designed to recover 
the systems and operational costs of establishing the annual MQP, and 
the annual costs for developing, maintaining and delivering the annual 
MQP content, which, as noted earlier, will include a combination of 
Regulatory Element content and Practical Element content.\20\ The 
proposed fee is also expected to provide a contribution to FINRA's 
overall regulatory operations as with the Regulatory Element fee. As 
explained in FINRA's 2020 comprehensive fee filing, it is not feasible 
to associate a direct affiliated revenue stream for each of FINRA's 
programs, and thus numerous operations and services must be funded by 
other revenue sources, which include both general regulatory 
assessments and use-based fees.\21\ The contribution from the proposed 
MQP fee in each year is anticipated to be similar to or less than that 
of the current (and proposed) Regulatory Element program as a share of 
revenue raised. For comparison purposes, FINRA reviewed state-level 
information on the annual cost of continuing education for other 
financial service providers and found that the

[[Page 2196]]

proposed annual fee of $100 is generally lower.
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    \20\ See supra note 6. FINRA expects that the number of 
individuals who will participate in the MQP each year (approximately 
38,000 individuals in 2023) will be significantly smaller than the 
population of registered persons, which, as noted below, is 
currently approximately 620,000 individuals.
    \21\ See 85 FR 66599-600 (including the discussion of the role 
of oversight, transparency and rebates in providing cost 
discipline). A portion of the proposed annual fee for the MQP will 
replace the contribution to FINRA's overall regulatory operations 
from qualification examinations that will no longer be taken.
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The Proposed Fees are Equitable and Not Unfairly Discriminatory
    FINRA believes that the proposed fees are equitable and not 
unfairly discriminatory. With respect to the Regulatory Element, the 
requirement to complete Regulatory Element content on an annual basis 
will be applicable to every registered person based on the same terms 
and they will pay the same proposed fee. With respect to the MQP, all 
eligible individuals who elect to participate in the MQP to maintain 
their qualification for a terminated registration category will be 
subject to the same terms and will pay the same proposed fee. In 
addition, FINRA believes that the proposed fee for the MQP is low 
enough that individuals who expect to obtain meaningful benefits from 
the MQP will not be discouraged from participating due to the fee.
    Further, as explained above, the proposed fees are use-based fees. 
The SEC has stated its belief that a ``use-based approach is consistent 
with equitable distribution of fees'' and approved use-based fees when 
reasonably related to costs.\22\ As discussed above, the proposed use-
based fees are reasonably related to costs. The proposed fees will 
cover the cost of developing, maintaining and delivering the annual 
Regulatory Element content and the annual MQP content and the systems 
and operational costs of establishing and managing the annual 
Regulatory Element and the annual MQP. The proposed fees in each year 
are anticipated to provide a contribution to FINRA's overall regulatory 
operations as a share of revenue raised that is similar to or less than 
that of the current Regulatory Element program.
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    \22\ See Securities Exchange Act Release No. 72280 (May 29, 
2014), 79 FR 32351, 32353 (June 4, 2014) (Order Approving File No. 
SR-FINRA-2014-018) (approving fees for ATS data that varied 
according to use and discussing the SEC's prior approval of similar 
use-based TRACE fees).
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B.Self-Regulatory Organization's Statement on Burden on Competition

    FINRA does not believe that the proposed rule change will result in 
any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act.
Economic Impact Assessment
    FINRA has undertaken an economic impact assessment, as set forth 
below, to analyze the regulatory need for the proposed rule change, its 
potential economic impacts, including anticipated costs, benefits, and 
distributional and competitive effects, relative to the current 
baseline, and the alternatives FINRA considered in assessing how best 
to meet FINRA's regulatory objectives.
Regulatory Need
    FINRA previously established the regulatory need for the annual 
Regulatory Element and the annual MQP.\23\ This filing addresses the 
fees for those programs.
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    \23\ See Securities Exchange Act Release No. 92183 (June 15, 
2021), 86 FR 33427, 33432-33436 (June 24, 2021) (Notice of File No. 
SR-FINRA-2021-015).
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Regulatory Element
Economic Baseline
    All FINRA registered persons must take the Regulatory Element two 
years after they initially became registered and then every three years 
ongoing. In 2015, FINRA transitioned the delivery of the Regulatory 
Element to an online platform (CE Online), which allows individuals to 
complete the content online at a location of their choosing, including 
their private residence.\24\ The transition in 2015 to CE Online 
reduced the associated Regulatory Element fee from $100 to $55 per 
individual, which is the current fee.
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    \24\ See Regulatory Notice 15-28 (August 2015).
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    The population of FINRA registered persons is approximately 620,000 
individuals.\25\ FINRA delivered approximately 202,600 Regulatory 
Element sessions in 2019. FINRA expects to deliver approximately 
204,000 Regulatory Element sessions in 2021.
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    \25\ See 2020 FINRA Industry Snapshot, available at https://www.finra.org/sites/default/files/2020-07/2020-industry-snapshot.pdf.
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Economic Impacts
    FINRA previously considered the economic impacts of the Regulatory 
Element program.\26\ The proposed fee is slightly less than one-third 
of the $55 fee that is currently paid every three years for the 
Regulatory Element. Thus, the proposed rule change impacts the timing 
of payments but leaves the total collected over three years essentially 
unchanged. In addition, instead of taking the Regulatory Element two 
years after first becoming registered, individuals would be required to 
complete the Regulatory Element one year after first becoming 
registered. This would result in an extra one-time fee.
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    \26\ See supra note 23.
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    The change in timing may necessitate some small adjustments among 
certain firms and individuals. For example, small firms with a stable 
number of registered persons for which previously no registered persons 
took the Regulatory Element in some years will see a shift from a 
varying annual expense to a flat annual expense. Large firms are less 
likely to see this effect, since they are more likely to have 
registered persons taking the Regulatory Element every year under the 
current program. If firms pay the Regulatory Element fee and do not 
reduce compensation or other benefits, there would be no financial 
impact on individuals from these changes. If individuals pay the 
Regulatory Element fee, then they will see a shift from a varying 
annual expense to a flat annual expense.
Alternatives Considered
    In establishing the proposed fee, FINRA sought to minimize changes 
in the fees paid over three years by firms and individuals while 
covering program costs and maintaining the contribution of the 
Regulatory Element to FINRA's overall regulatory operations. FINRA 
considered a range of possible fees and found that the proposed fee and 
annual revenue come within narrow ranges of meeting these goals.
MQP
Economic Baseline
    The economic baseline for the proposed fee is the existing 
requalification requirements and the fees and costs to individuals and 
their potential employers relating to those requirements.\27\ As stated 
earlier, under the current regime, individuals generally have a two-
year window from the termination of their registration(s) to reregister 
without having to requalify by examination or having to obtain an 
examination waiver. Requalification imposes costs in the form of time 
spent preparing for and taking the applicable examinations, potential 
limitations to the activities permitted to be conducted until the 
requalification is completed, opportunity costs for the individual and 
the potential employers in terms of lost business, and the direct 
registration costs.\28\ Member firms may also

[[Page 2197]]

experience material costs when they are not able to retain qualified 
experienced persons because of professional and personal events that 
require such individuals to take an extended leave of absence from the 
industry.
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    \27\ See FINRA Rule 1210.08 (Lapse of Registration and 
Expiration of SIE).
    \28\ The current fees for FINRA qualification examinations are 
available at https://www.finra.org/registration-exams-ce/qualification-exams. In order to requalify for a registration, an 
individual may need to repeat the Securities Industry Essentials 
(SIE) examination as well as a representative- or principal-level 
qualification examination. Thus, the direct cost of requalifying for 
a single registration, such as the General Securities Representative 
registration, could range from $300 to $380 (for both the SIE and 
Series 7); requalifying for two registrations, such as the General 
Securities Representative and Investment Banking Representative 
registrations, could range from $600 to $680 (for the SIE, Series 7 
and Series 79). The qualification examination fees used in the 
examples above are based on the revised fees that will go into 
effect on January 1, 2022. See supra note 15.
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    As noted above, the population of FINRA-registered persons is 
approximately 620,000 individuals.\29\ In recent years, out of the 
approximately 620,000 individuals, approximately 90,000 individuals end 
their registration with all firms with which they are registered at 
some point during the year. Out of these, approximately half do not 
reregister and are considered to have left the securities industry.
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    \29\ See 2020 FINRA Industry Snapshot, available at https://www.finra.org/sites/default/files/2020-07/2020-industry-snapshot.pdf.
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Economic Impacts
    FINRA previously considered the economic impacts of the MQP.\30\ As 
discussed above, the proposed fee of $100 will permit recovery of the 
costs for the development, maintenance and delivery of the MQP content 
and the systems and operational costs of establishing and managing the 
MQP. The proposed fee will also provide for a contribution to FINRA's 
overall regulatory operations.
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    \30\ See supra note 23.
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    The proposed $100 annual fee is imposed on individuals following 
the termination of a registration category.\31\ As such, FINRA 
anticipates that the proposed fee will not impose costs on member 
firms.
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    \31\ In the event of a partial termination, some firms may 
determine to reimburse individuals who elect to remain qualified for 
a terminated registration through the MQP.
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    Participating in the MQP is voluntary, so individuals will pay the 
fee when the anticipated benefits outweigh the costs. Potential 
beneficiaries are not limited to individuals who under the current 
baseline requalify and reregister between two and five years after 
their registrations are terminated. Some individuals who currently do 
not terminate their registrations, and others who terminate their 
registrations and never reregister, may also benefit from the option 
provided by the MQP and paying the proposed $100 fee.
Alternatives Considered
    In establishing the proposed fee, FINRA sought to minimize the 
burden to individuals who would elect to participate in the MQP while 
covering program costs and maintaining the contribution of the testing 
and CE programs to FINRA's overall regulatory operations. FINRA 
considered a range of possible fees and found that the proposed fee and 
annual revenue come within narrow ranges of meeting these goals.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A) of the Act \32\ and paragraph (f)(2) of Rule 19b-4 
thereunder.\33\ 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.
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    \32\ 15 U.S.C. 78s(b)(3)(A).
    \33\ 17 CFR 240.19b-4(f)(2).
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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-FINRA-2021-034 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-FINRA-2021-034. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549, on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of such filing also will be available for inspection 
and copying at the principal office of FINRA. 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-FINRA-2021-034 and should be submitted 
on or before February 3, 2022.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\34\
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    \34\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-00490 Filed 1-12-22; 8:45 am]
BILLING CODE 8011-01-P