[Federal Register Volume 87, Number 152 (Tuesday, August 9, 2022)]
[Notices]
[Pages 48527-48530]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-17004]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-95414; File No. SR-BOX-2022-23]


Self-Regulatory Organizations; BOX Exchange LLC; Notice of Filing 
and Immediate Effectiveness of a Proposed Rule Change To Amend IM-2040-
5 To Add the Firm Element Component to the Continuing Education 
Requirement, and Make Other Conforming and Clerical Updates to IM-2040-
4 and Delete IM 2020-1


August 3, 2022. Pursuant to Section 19(b)(1) of the Securities Exchange 
Act of 1934 (the ``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is 
hereby given that on July 26, 2022, BOX Exchange LLC (``BOX'' or the 
``Exchange'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I and II 
below, which Items have been prepared by the Exchange. The Exchange is 
publishing this notice to solicit comments on the proposed rule from 
interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    The Exchange proposes to amend BOX IM-2040-5 to add the Firm 
Element component to the Continuing Education requirement. The Exchange 
also proposes to make other conforming and clerical updates to IM-2040-
4 and to delete IM-2020-1 (Temporary Extension for Representatives to 
Function as Principals). The text of the proposed rule change is 
available from the principal office of the Exchange, at the 
Commission's Public Reference Room and also on the Exchange's internet 
website at http://boxexchange.com.

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

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

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

1. Purpose
    As set forth below, the Exchange proposes to amend IM-2040-5 to add 
the Firm Element to require broker-dealers to establish a formal 
training program to keep registered persons up to date on job- and 
product-related subjects. The Exchange also proposes to make other 
conforming and clerical updates to IM-2040-4 and to delete IM-2020-1 
(Temporary Extension for Representatives to Function as Principals).
IM-2040-5
    The Exchange recently filed SR-BOX-2022-16 in which the Exchange 
amended IM-2040-5 and established BOX Rule 2130 (Continuing Education 
Program for Persons Maintaining Their Qualification Following the 
Termination of a Registration Category) and IM-2130-1 to require that 
the Regulatory Element of Continuing Education be completed annually 
rather than every three years and provide a path through Continuing 
Education for individuals to maintain their qualification following the 
termination of a registration.\3\ This was a conforming filing that was 
based on a filing submitted by the Financial Industry Regulatory 
Authority, Inc. (``FINRA''), and was intended to harmonize the 
Exchange's Continuing Education rules with those of FINRA so as to 
promote uniform standards across the securities industry.\4\ The 
Exchange now proposes to make additional conforming changes to IM-2040-
5 to further align with the FINRA Continuing Education Rule Change by 
adding the Firm Element component to IM-2040-5.
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    \3\ See Securities Exchange Act Release No. 34-94794 (April 26, 
2022), 87 FR 25683 (May 2, 2022) (SR-BOX-2022-16).
    \4\ See Securities Exchange Act Release No. 93097 (September 21, 
2021), 86 FR 53358 (September 27, 2021) (SR-FINRA-2021-015) (``FINRA 
Continuing Education Rule Change''). The proposed changes are based 
on the changes to the Firm Element Program approved by the 
Commission in the approval order for SR-FINRA-2021-015. The Exchange 
is proposing to adopt such Firm Element changes substantially in the 
same form as proposed by FINRA, with the exception of differences 
necessary to update the Exchange's Continuing Education rules.
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    The Continuing Education requirements for BOX Participants are 
detailed in IM-2040-5. No Participant shall permit any Representative 
or Principal to continue to, and no Representative or Principal shall 
continue to, perform his or her respective duties on behalf of such 
Participant unless such person has complied with the requirements of 
this IM-2040-5. This filing adds the Firm Element as a part of the 
Exchange's Continuing Education program to require broker-dealers to 
establish a formal training program to keep registered persons up to 
date on job- and product-related subjects.
    To adopt the Firm Element program the Exchange proposes to add 
paragraph (b)(2) under IM-2040-5 to require each Participant to 
implement and administer a required annual Firm Element training 
program for registered persons.\5\ Proposed paragraph (b)(2) is

[[Page 48528]]

based on and substantially similar to FINRA Rule 1240(b), as amended. 
As proposed, each Participant shall conduct an annual needs analysis to 
determine the appropriate training.\6\ At a minimum the Firm Element 
training must cover ethics and professional responsibility, as well as 
applicable regulatory requirements.\7\
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    \5\ See proposed IM-2040-5(b)(2)(a) Standards for the Firm 
Element. Each Participant must maintain a continuing and current 
education program for its registered persons to enhance their 
securities knowledge, skill, and professionalism. At a minimum, each 
Participant shall at least annually evaluate and prioritize its 
training needs and develop a written training plan. The plan must 
take into consideration the Participant's size, organizational 
structure, and scope of business activities, as well as regulatory 
developments and the performance of registered persons in the 
Regulatory Element. If a Participant's analysis establishes the need 
for supervisory training for persons with supervisory 
responsibilities, such training must be included in the 
Participant's training plan.
    \6\ See proposed IM-2040-5(b)(2)(b) Minimum Standards for 
Training Programs. Programs used to implement a Participant's 
training plan must be appropriate for the business of the 
Participant and, at a minimum must cover training topics related to 
the role, activities or responsibilities of the registered person 
and to professional responsibility.
    \7\ See proposed IM-2040-5(b)(2)(c) Administration of Continuing 
Education Program. A Participant must administer its Continuing 
Education programs under this paragraph (2) in accordance with its 
annual evaluation and written plan and must maintain records 
documenting the content of the programs and completion of the 
programs by registered persons.
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    The Exchange then proposes to specify that a Participant, 
consistent with its needs analysis, may determine to apply toward the 
Firm Element other required training. The Participant may consider 
training relating to its anti-money laundering (``AML'') compliance 
program toward satisfying an individual's annual Firm Element 
requirement.\8\ To better align the Firm Element requirement with other 
required training, the Exchange proposes amending IM-2040-5 to 
expressly allow Participants to consider training relating to the AML 
compliance program and the annual compliance meeting toward satisfying 
an individual's annual Firm Element requirement.\9\ The Exchange also 
proposes amending IM-2040-5 to extend the Firm Element requirement to 
all registered persons, including individuals who maintain solely a 
permissive registration consistent with BOX Rule 2020 (Participant 
Eligibility and Registration), thereby further aligning the Firm 
Element requirement with other broadly-based training requirements.\10\ 
Consistent with FINRA's amendments, the Exchange shall extend Firm 
Element requirements to all registered persons, with such training to 
cover topics related to the role, activities, or responsibilities of 
the individual registered persons and to professional 
responsibility.\11\
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    \8\ See proposed IM-2040-5(b)(2)(d) Participation in Other 
Required Training. A Participant may consider a registered person's 
participation in the Participant's anti-money laundering compliance 
training under Rule 10070 toward satisfying the registered person's 
Continuing Education requirement under this paragraph (2).
    \9\ Id.
    \10\ See proposed IM-2040-5(b)(2).
    \11\ See proposed IM-2040-5(b)(2)(e) Participation in the Firm 
Element. Registered persons of a Participant must take all 
appropriate and reasonable steps to participate in Continuing 
Education programs under this paragraph (2) as required by the 
Participant. See also proposed IM-2040-5(b)(2)(f) Specific Training 
Requirements. The Exchange may require a Participant, individually 
or as part of a larger group, to provide specific training to its 
registered persons in such areas as the Exchange deems appropriate. 
Such a requirement may stipulate the class of registered persons for 
which it is applicable, the time period in which the requirement 
must be satisfied and, where appropriate, the actual training 
content.
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IM-2040-4
    The Exchange then proposes to make minor clerical and conforming 
changes to IM-2040-4. First the Exchange proposes to remove the term 
``options'' from IM-2040-4 to reflect and make clear that the rule does 
not apply solely to those engaged in the ``options'' securities 
business but would also apply to a Boston Security Token Exchange 
(``BSTX'') Participant engaged in the equities securities business.\12\
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    \12\ See Securities Exchange Act Release No. 34-94092 (January 
27, 2022), 87 FR 5881 (February 2, 2022) (SR-BOX-2021-06, Amendment 
Nos. 2 and 3). The rules for the BSTX trading facility were recently 
approved and would introduce the trading of equity securities on the 
Exchange when launched.
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    The Exchange also proposes to amend IM-2040-4 to include the ``Firm 
Element'' as a part of its Continuing Education requirement for all 
persons engaged in the securities business. Proposed IM-2040-4 would 
reflect that the Continuing Education requirement is not options 
specific and that the proposed rule change applies for all persons 
engaged in the securities business of a Participant who are to function 
as Principals or Representatives of Members.\13\
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    \13\ The Exchange notes that none of the proposed changes to the 
current IM-2040-4 would materially alter the application of the 
rule, other than by extending IM-2040-4 to apply to BSTX 
Participants and including the Firm Element as a requirement of the 
Continuing Education requirement.
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    The Exchange notes the proposed rule changes to IM-2040-4 and IM-
2040-5 to include the Firm Element will have an implementation date of 
January 1, 2023.\14\
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    \14\ See FINRA Regulatory Notice 21-41 at https://www.finra.org/rules-guidance/notices/21-41. In SR-BOX-2022-16 the Exchange made 
changes to IM-2040-5 and established Rule 2130 and IM-2130-1 to: (1) 
provide eligible individuals who terminate any of their 
representative or principal registration categories the option of 
maintaining their qualification for any terminated registration 
categories by completing annual Continuing Education (``CE'') 
through a new program, the Maintaining Qualifications Program 
(``MQP''); and (2) require registered persons to complete CE 
Regulatory Element annually for each representative or principal 
registration category that they hold. The adoption of Rule 2130 and 
IM-2130-1 to establish the MQP became effective April 13, 2022. All 
other changes to the Exchange's Continuing Education requirement, 
including the changes relating to the Regulatory Element and the 
two-year qualification period, will have an implementation date of 
January 1, 2023. The Exchange's proposed change to IM-2040-5 to 
include the Firm Element will also have an implementation date of 
January 1, 2023.
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    The Exchange's clerical updates to remove the term ``options'' from 
IM-2040-4 would be immediately effective to reflect and make clear that 
the rule does not apply solely to those engaged in the ``options'' 
securities business but would also apply to a BSTX Participant engaged 
in the equities securities business, accounting for the recent approval 
of the BSTX trading facility which would introduce the trading of 
equity securities on the Exchange when launched.
IM-2020-1
    Finally, the Exchange proposes to delete IM-2020-1 as the temporary 
extension period detailed within the rule has expired. Neither FINRA 
nor the Exchange has elected to further extend the temporary relief 
granted in IM-2020-1 and therefore the Exchange proposes to delete the 
rule as it is no longer necessary.\15\ The Exchange's proposed 
elimination of the obsolete IM-2020-1 would be immediately effective to 
reduce potential confusion and improve the clarity of the Exchange's 
rules, thereby ensuring that participants, regulators, and the public 
can more easily navigate and understand the Exchange's rulebook.
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    \15\ See BOX IM-2020-1 (Temporary Extension for Representatives 
to Function as Principals). IM-2020-1 currently provides that any 
Representative who was designated to function as a Principal under 
paragraph (d) of this Rule prior to March 3, 2021, may continue to 
function as a Principal without having successfully passed an 
appropriate qualification examination until June 30, 2021. IM-2020-1 
is based on a filing submitted by the FINRA in response to the 
COVID-19 global pandemic to address disruptions to the 
administration of FINRA qualification examinations caused by the 
pandemic that had significantly limited the ability of individuals 
to sit for examinations due to Prometric test center capacity 
issues. See also Exchange Act Release No. 34-91506 (April 8, 2021), 
86 FR 19671 (April 14, 2021) (SR-FINRA-2021-005).
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2. Statutory Basis
    The Exchange believes that the proposal is consistent with the 
requirements of Section 6(b) of the Act,\16\ in general, and Section 
6(b)(5) of

[[Page 48529]]

the Act,\17\ in particular, in that it is designed to prevent 
fraudulent and manipulative acts and practices, to promote just and 
equitable principles of trade, to foster cooperation and coordination 
with persons engaged in facilitating transactions in securities, to 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system, and, in general to protect 
investors and the public interest.
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    \16\ 15 U.S.C. 78f(b).
    \17\ 15 U.S.C. 78f(b)(5).
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    As noted above, the proposed rule change to add the Firm Element 
component to the Exchange's Continuing Education requirement seeks to 
align the Exchange Rules with recent changes submitted by FINRA to the 
Commission.\18\ Recently the Exchange filed SR-BOX-2022-16,\19\ in 
which the Exchange amended IM-2040-5 and established BOX Rule 2130 
(Continuing Education Program for Persons Maintaining Their 
Qualification Following the Termination of a Registration Category) and 
IM-2130-1 to require that the Regulatory Element of Continuing 
Education be completed annually rather than every three years and 
provide a path through Continuing Education for individuals to maintain 
their qualification following the termination of a registration. The 
Exchange is now proposing to make additional conforming changes to 
align with the FINRA Continuing Education Rule Change by adding the 
Firm Element component under IM-2040-5. The Exchange's proposed 
additional conforming changes would allow the Exchange to harmonize the 
Exchange's Continuing Education rules with the FINRA Continuing 
Education Rule Change by adding the Firm Element under IM-2040-5.\20\ 
The Exchange believes the proposed changes to the Firm Element will 
ensure registered individuals receive timely and relevant training, 
which will, in turn, enhance compliance and investor protection.\21\
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    \18\ See supra note 3.
    \19\ Id.
    \20\ The proposed changes to IM-2040-5, including new paragraph 
(b)(2) and subsections (a) through (f) are based on and 
substantially similar to FINRA Rules 1240(b)(1)-(4).
    \21\ The Exchange previously filed SR-BOX-2022-16, in that 
filing the Exchange adopted the Regulatory Element component of the 
FINRA Continuing Education Rule Change. The Exchange is now 
proposing to complete the harmonization of its Continuing Education 
rules with FINRA by including the Firm Element components in its 
current filing.
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    The Exchange believes the proposed change to IM-2040-5 to include 
the Firm Element is consistent with the Act as the proposed change is a 
conforming change that is based on a filing submitted by FINRA and 
approved by the Commission and is intended to harmonize the Exchange's 
Continuing Education rules with those of FINRA so as to promote uniform 
standards across the securities industry.\22\
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    \22\ See supra note 3.
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    The Exchange believes the proposed rule change to IM-2040-4 is 
consistent with the Act as the Exchange is clarifying that the 
Continuing Education requirement is not limited to only Participants 
engaged in options securities but applies to a wider range of 
Participants trading in both equity and/or options securities.\23\ The 
Exchange believes the removal of the term ``options'' from IM-2040-4 to 
reflect and make clear that the rule does not apply solely to those 
engaged in the ``options'' securities business but would also apply to 
a BSTX Participant engaged in the equities securities business is 
consistent with the Act.\24\ Further, the Exchange believes that, by 
ensuring the rulebook accurately reflects the intention of the 
Exchange's rules, the proposed rule change reduces potential investor 
or market participant confusion. Additionally, the inclusion of the 
Firm Element as part of the Continuing Education requirement is 
consistent with the Act as the proposed change is a part of the 
Exchange's conforming change that is intended to harmonize the 
Exchange's Continuing Education rules with those of FINRA so as to 
promote uniform standards across the securities industry.\25\
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    \23\ See supra notes 12 and 13.
    \24\ See supra note 12.
    \25\ See supra note 4.
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    The Exchange believes the proposed removal of IM-2020-1 is 
consistent with the just and equitable principles of trade. By deleting 
IM-2020-1 the Exchange would remove an outdated and potentially 
confusing rule. The temporary extension period expired on June 30, 
2021, and both FINRA and the Exchange have declined to extend the 
temporary relief.\26\ Thus, the Exchange believes that the elimination 
of the obsolete IM-2020-1 would reduce potential confusion and improve 
the clarity of the Exchange's rules, thereby ensuring that 
participants, regulators, and the public can more easily navigate and 
understand the Exchange's rulebook.
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    \26\ See supra note 15.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule changes will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. The Exchange believes that 
the proposed rule change, which harmonizes its rules with recent rule 
changes adopted by FINRA, will reduce the regulatory burden placed on 
market participants engaged in trading activities across different 
markets. The Exchange recently filed SR-BOX-2022-16 in which the 
Exchange amended IM-2040-5 and established BOX Rule 2130 and IM-2130-1 
to require that the Regulatory Element of Continuing Education be 
completed annually rather than every three years and provide a path 
through Continuing Education for individuals to maintain their 
qualifications following the termination of a registration. The 
Exchange does not believe that the proposed rule changes to add the 
Firm Element component to its Continuing Education requirement will 
impose any burden on competition as the proposed rule change to include 
the Firm Element further harmonizes the Exchange's Continuing Education 
rules with those of FINRA.
    The Exchange does not believe the proposed changes to IM-2040-4 
will impose any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Act. Further, the 
Exchange believes that the proposed rule change does not alter the 
application of the rule, except as described herein. The Exchange 
believes that by removing the term ``options'' from IM-2040-4, it would 
reflect and make clear that the rule does not apply solely to those 
engaged in the ``options'' securities business, it would become clear 
that a person engaged, or to be engaged in the securities business of a 
Participant, such as a BSTX Participant engaged in the equities 
business, would be required to satisfy the Exchange's Continuing 
Education requirement.
    The Exchange does not believe the proposed change to IM-2020-1 will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. The proposed change is not 
designed to address any competitive issue, but rather it is designed to 
eliminate an obsolete rule and enhance the clarity of the Exchange's 
rules.
    As such, the Exchange does not believe that the proposed rule 
changes will impose any burden on competition not necessary or 
appropriate in furtherance of the purposes of the Act.

[[Page 48530]]

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

    The Exchange has neither solicited nor received comments on the 
proposed rule change.

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

    Because the proposed rule change is one that that: (i) does not 
significantly affect the protection of investors or the public 
interest; (ii) does not impose any significant burden on competition; 
and (iii) by its terms, does not become operative for 30 days after the 
date of the filing, or such shorter time as the Commission may 
designate, it has become effective pursuant to Section 19(b)(3)(A) of 
the Act \27\ and Rule 19b-4(f)(6) thereunder.\28\
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    \27\ 15 U.S.C. 78s(b)(3)(A).
    \28\ 17 CFR 240.19b-4(f)(6).
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    A proposed rule change filed under Rule 19b-4(f)(6) normally does 
not become operative for 30 days after the date of filing. However, 
pursuant to Rule 19b-4(f)(6)(iii), the Commission may designate a 
shorter time if such action is consistent with the protection of 
investors and the public interest. The Exchange has asked the 
Commission to waive the 30-day operative delay so that the proposed 
rule change may become operative immediately upon filing.
    Waiver of the 30-day operative delay would permit the Exchange to 
include both the Regulatory Element rules discussed in SR-BOX-2022-16, 
and the proposed Firm Element rules discussed herein as a part of its 
annual 17d-2 review.\29\ As a part of the Exchange's 17d-2 agreement 
with FINRA, FINRA would have regulatory responsibility for the 
Exchange's Continuing Education requirement, including both the 
Regulatory Element and the proposed Firm Element components of the 
Exchange's Continuing Education requirement.\30\ Waiver of the 30-day 
period would allow the Exchange to implement its plan for allocating 
regulatory responsibility to FINRA to include the Firm Element as part 
of the Exchange's ongoing Rule 17d-2 agreement. Additionally, waiver of 
the operative delay is appropriate here because the Exchange seeks to 
adopt changes already approved by the Commission for FINRA and would 
help avoid confusion for Participants of the Exchange that are also 
FINRA members. For these reasons, the Commission believes that waiver 
of the 30-day operative delay for this proposal is consistent with the 
protection of investors and the public interest. Accordingly, the 
Commission hereby waives the 30-day operative delay and designates the 
proposal operative upon filing.\31\
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    \29\ The Exchange currently has a 17d-2 agreement in place with 
FINRA permitting the Exchange to allocate to FINRA certain 
regulatory responsibilities for common members to eliminate 
regulatory duplication. As part of the Exchange's agreement, FINRA 
would have regulatory responsibility for the Exchange's Continuing 
Education requirement, which as proposed, includes both the 
Regulatory Element and Firm Element components of the Exchange's 
Continuing Education requirement. Waiver of the 30-day period would 
allow the Exchange to implement its plan for allocating regulatory 
responsibility to FINRA to include the Firm Element as part of the 
Exchange's ongoing 17d-2 agreement.
    \30\ Id.
    \31\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule change's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule should be approved or disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     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-BOX-2022-23 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-BOX-2022-23. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (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 the Exchange. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-BOX-2022-23 and should be submitted on 
or before August 30, 2022.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\32\
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    \32\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-17004 Filed 8-8-22; 8:45 am]
BILLING CODE 8011-01-P