
[Federal Register Volume 77, Number 69 (Tuesday, April 10, 2012)]
[Notices]
[Pages 21603-21607]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-8521]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-66733; File No. SR-BX-2012-020]


Self-Regulatory Organizations; NASDAQ OMX BX, Inc.; Notice of 
Filing of Proposed Rule Change Regarding Registration, Qualification, 
and Continuing Education Requirements for Associated Persons

April 4, 2012.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Exchange Act'' or ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice 
is hereby given that on March 21, 2012, NASDAQ OMX BX, Inc. 
(``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the self-regulatory 
organization. The Commission 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 Substance 
of the Proposed Rule Change

    The Exchange proposes to amend the Rules of the Boston Options 
Exchange Group, LLC (``BOX'') regarding the registration of associated 
persons. 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 Web site at http://nasdaqomxbx.cchwallstreet.com/NASDAQOMXBX/Filings/.

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
    The Exchange is proposing to amend its rules regarding 
qualification, registration and continuing education of individual 
associated persons.\3\ Specifically, in response to a request by the 
Division of Trading and Markets of the U.S. Securities and Exchange 
Commission, the Exchange is proposing to expand its registration and 
qualification requirements to include additional types of individual 
associated persons. The Exchange believes the proposed rule change is 
consistent with Rule 15b7-1,\4\ promulgated under the Securities 
Exchange Act of 1934, as amended (``Exchange Act''),\5\ which provides: 
``No registered broker or dealer shall effect any transaction in * * * 
any security unless any natural person associated with such broker or 
dealer who effects or is involved in effecting such transaction is 
registered or approved in accordance with the standards of training, 
experience, competence, and other qualification standards* * * 
established by the rules of any national securities exchange * * *''
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    \3\ Under Chapter 1, Section 1(a)(3) of the BOX Rules, the term 
``associated person'' or ``person associated with a Participant'' 
means any partner, officer, director or branch manager of [sic] 
Options Participant (or any person occupying a similar status or 
performing similar functions), any person directly or indirectly 
controlling, controlled by, or under common control with a 
Participant or any employee of a Participant. This filing refers 
specifically to the classification of ``individual associated 
persons'' as an organization could fall within the scope of this 
definition, and it is not BOX's intention to require registration by 
an organization.
    \4\ 17 CFR 240.15b7-1.
    \5\ 15 U.S.C. 78a et seq.
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    Currently, an individual person engaged only in proprietary trading 
or submitting quotations or orders for a BOX Market Maker is not 
subject to a registration requirement under the BOX Rules. One purpose 
of this proposed rule change is to recognize new categories of 
registration that will subject such individuals to such a requirement. 
Proposed Chapter II, Section 8 establishes the qualification and 
registration requirements for associated persons of Participants, and 
recognizes a new category of limited representative registration for 
proprietary traders. Proposed changes to Chapter VI, Section 2 
establish the qualification and registration requirements for 
individual persons, Market Maker Authorized Traders

[[Page 21604]]

(``MMAT''),\6\ who submit quotations and orders to BOX on behalf of 
Participants which are registered as BOX Market Makers. Further, this 
proposed rule sets forth the circumstances under which the Exchange may 
suspend or withdraw the registration of an MMAT.
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    \6\ Persons with similar functions at other Exchanges are 
subject to registration requirements. See, e.g., Rule 801 of the 
International Securities Exchange, LLC (``ISE''), Rule 11.6 of BATS 
Exchange, Inc., and Rule 6.34A of the NYSE Arca, Inc.
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    The proposed Chapter II, Section 8 also establishes registration 
requirements for a Chief Compliance Officer (``CCO'') for each 
Participant and for a Financial/Operations Principal for each 
Participant subject to Exchange Act Rule 15c3-1.\7\ Proposed Chapter 
II, Section 8 also references the registration requirements set forth 
in Chapter XI of the BOX Rules for associated persons of Participants 
that conduct a public customer business.\8\
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    \7\ 17 CFR 240.15c3-1.
    \8\ These proposed rule changes are consistent with those 
previously adopted by the Chicago Board of Options Exchange 
(``CBOE'') and International Securities Exchange, LLC (``ISE''). See 
Securities Exchange Act Release Nos. 62977 (September 22, 2010), 75 
FR 59773 (September 28, 2010) (``CBOE Registration Proposal''); 
63314 (November 12, 2010), 75 FR 70957 (November 19, 2010) (``CBOE 
Approval Order''), and 63843 (February 4, 2011), 76 FR 7884 
(February 11, 2011) (``ISE Approval Order'').
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    Under the proposal, individual associated persons acting in the 
capacity of a sole proprietor, officer, partner, director or CCO will 
be subject to heightened qualification requirements. In addition, an 
individual associated person that is engaged in the supervision or 
monitoring of proprietary trading, market-making or brokerage 
activities and/or that is engaged in the supervision or training of 
those engaged in proprietary trading, market-making or brokerage 
activities will be subject to heightened qualification requirements. 
The Exchange believes that the heightened qualification requirements 
should enhance the supervisory structure for Participants that do not 
conduct a public customer business.\9\
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    \9\ Proposed Chapter II, Section 8 specifies that individual 
associated persons of a Participant that conducts a public customer 
business, including Registered Options Principals and Registered 
Representatives, are also subject to the registration requirements 
set forth in Chapter XI, Sections 2 and 3 of the BOX Rules. It also 
specifies that individual persons entering quotations or orders for 
a Participant registered as a BOX Market Maker must also comply with 
the registration requirements set forth in Chapter VI, Section 2 of 
the BOX Rules for Market Maker Authorized Traders.
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    Specifically, the Exchange is proposing to require additional 
associated persons to submit the appropriate application for 
registration online through the Central Registration Depository system 
(``Web CRD''), which is operated by the Financial Industry Regulatory 
Authority, Incorporated (``FINRA''), successfully complete the 
qualification examination(s) as prescribed by the Exchange and submit 
any required registration and examination fees.\10\ Proposed Chapter 
II, Section 8 will require registration and qualification by individual 
associated persons engaged or to be engaged in the securities business 
of a Participant.\11\ An individual associated person will be 
considered to be a person engaged in the securities business of a 
Participant if (i) the individual associated person conducts 
proprietary trading, acts as a market-maker, effects transactions on 
behalf of a broker-dealer account, supervises or monitors proprietary 
trading, market-making or brokerage activities on behalf of the broker-
dealer, supervises or conducts training for those engaged in 
proprietary trading, market-making or brokerage activities on behalf of 
a broker-dealer account; or (ii) the individual associated person 
engages in the management of any individual associated person 
identified in (i) above as an officer, partner or director.\12\
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    \10\ Under the proposal, each individual associated person 
subject to the registration requirements in proposed Chapter II, 
Section 8 will be required to electronically file a Uniform 
Application for Securities Industry Registration (``Form U4'') 
through Web CRD.
    \11\ An individual with an indirect ownership interest in a 
Participant that is engaged in the securities business of such 
Participant is required to register under proposed Chapter II, 
Section 8.
    \12\ This requirement is consistent with FINRA's registration 
requirement for ``Principals'' (as defined in NASD Rule 1021). BOX 
is declining to adopt the term ``Principal'' in the proposed rule 
change to avoid confusion with existing terms, such as ``Option 
Principal.''
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    The Exchange is also proposing to recognize a new category of 
limited representative registration for individual persons associated 
with a BOX Options Participant that is a ``proprietary trading firm'' 
as defined in Supplementary Material .07 to the proposed Section 8.\13\ 
Further, the Exchange is proposing to extend the registration 
requirements to Market Maker Authorized Traders, i.e., individual 
persons submitting to BOX quotations or orders for Participants 
registered as BOX Market Makers.\14\
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    \13\ For purposes of this requirement, a Participant is 
considered to conduct only proprietary trading if it has the 
following characteristics: (i) The Participant is not required by 
Section 15(b)(8) of the Exchange Act to become a FINRA member but is 
a member of another registered securities exchange not registered 
solely under Section 6(g) of the Exchange Act; (ii) all funds used 
or proposed to be used by the Participant are the Participant's own 
capital, traded through the Participant's own accounts; (iii) the 
Participant does not, and will not, have customers; and (iv) all 
persons registered on behalf of the Participant acting or to be 
acting in the capacity of a trader must be owners of, employees of, 
or contractors to the Participant.
    \14\ See proposed Chapter VI, Section 2.
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    With respect to the new qualification examination associated with 
the proposed rule changes,\15\ the Exchange has developed, with other 
self-regulatory organizations (``SROs''), the Series 56 examination 
that would be applicable to proprietary traders. A subset of 
individuals associated with Participants, those engaged only in 
proprietary trading, may use the Series 56 examination to qualify for 
registration under the new category of limited representative 
registration as a proprietary trader.\16\ Persons who conduct a public 
customer business do not fit in the registration category proposed for 
proprietary traders and as noted in note 6 above, must continue to 
comply with the registration requirements in Chapter XI of the BOX 
Rules and register and be qualified by passing the General Securities 
Registered Examination (Series 7). The Exchange believes the Series 7 
examination covers a great deal of material that is not relevant to 
proprietary trading functions. Instead, the Series 56 covers both 
equities and options trading rules, but not all of the rules applicable 
to firms and persons conducting business with public customers. The 
Exchange will describe the Series 56 in greater detail in a separate 
proposed rule change and the Exchange will notify its Participants via 
regulatory circular that the Series 56 examination will be acceptable 
for compliance with the requirements proposed in Chapter II, Section 8.
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    \15\ See Securities Exchange Act Rel. No. 64699, (June 17, 
2011), 76 FR 36945 (June 23, 2011), (SR-CBOE-2011-056) Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change to Adopt 
the Selection Specifications and Content Outline for the Proprietary 
Traders Examination Program (Series 56). The Series 56 examination 
recognized by the Exchange for the category of Proprietary Trader 
became available on Web CRD on June 20, 2011.
    \16\ The Exchange, with other SROs, has developed the Series 56 
examination that would be applicable to proprietary traders required 
to register under the proposed rule. The Exchange will submit a non-
controversial rule change to the Commission that, when effective, 
will allow the Exchange to Adopt the Selection Specifications and 
Content Outline for the Series 56 Examination Program [sic].
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    Of course, persons registering as proprietary trader 
representatives or an MMAT would be subject to the continuing education 
requirements set forth in Chapter XI, Section 5 of the BOX Rules. 
Additionally, the Exchange will require all associated persons required 
to register under proposed Chapter II, Section 8 that are not already 
registered in Web CRD to register (i.e., complete a Form U4) within 60 
days of the approval date of this filing by the

[[Page 21605]]

U.S. Securities and Exchange Commission.\17\
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    \17\ Web CRD has been enhanced by FINRA to allow for general 
registration of applicable associated persons.
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    This proposal does not require proprietary traders or MMATs who 
have already registered and have passed the Series 7 examination to 
register under the new proprietary trader category or to pass the 
Series 56 because the Exchange believes this would be redundant. 
Persons whom are registered with the Exchange and have passed the 
Series 7 may, of course, perform the functions of a proprietary trader 
or MMAT, because these new registration categories are limited 
registration categories. This proposal does not preclude associated 
persons from passing the Series 7 examination, registering with the 
Exchange, and then functioning as a proprietary trader or MMAT.
    BOX expects that new BOX Options Participants might consider these 
new registration alternatives when applying to be a Participant. 
Accordingly, BOX believes that the [sic] these alternatives should be 
helpful to attracting new Participants, while at the same time 
preserving the important goals of appropriate registration and 
qualification for persons in the securities business. Additionally, 
proprietary trading or market making firms who hire new associated 
persons might choose to register those persons using the Series 56 
exam. Unlike the associated persons of proprietary trading and market 
making firms covered by this proposal, associated persons of firms that 
conduct business with public customers continue to be subject to 
registration with the Exchange and have to pass the Series 7 
examination. These individual associated persons are not eligible for 
the new registration category and examination.
    The Exchange is proposing to identify in Chapter II, Section 8 
several categories of persons that are exempt from these additional 
registration requirements. The categories of individual associated 
persons that are exempt from the registration requirements include: (i) 
Individual associated persons functioning solely and exclusively in a 
clerical or ministerial capacity; (ii) individual associated persons 
that are not actively engaged in the securities business; (iii) 
individual associated persons functioning solely and exclusively to 
meet a need for nominal corporate officers or for capital 
participation; and (iv) individual associated persons whose functions 
are solely and exclusively related to transactions in commodities, 
transactions in security futures and/or effecting transactions on the 
floor of another national securities exchange and who are registered as 
floor members with such exchange. The Exchange believes these 
registration exemptions are appropriate because it would not consider 
individuals that fall into the exemptions to be actively engaged in 
securities business unless they are registered as floor members on 
another national securities exchange, in which case, they are already 
registered as floor members and not required to register with the 
Exchange. The Exchange believes incorporating these exemptions into the 
rule provides additional clarity to individual associated persons as to 
who will or will not be required to register with the Exchange under 
the proposed rule. Any applicable FINRA registration requirements would 
continue to apply to Participants that are also members of FINRA.
    Additionally, under the proposal, the Exchange may, in exceptional 
cases and where good cause is shown, waive the qualification 
examination requirement. Similar rules are in place at the New York 
Stock Exchange, Inc. (``NYSE'') and FINRA.\18\ In determining whether a 
waiver shall be granted, the Exchange shall consider, among other 
things, previous industry employment, training and/or the successful 
completion of similar qualification examinations of other self-
regulatory organizations.
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    \18\ See NASD Rule 1070 (Qualification Examinations and Waiver 
of Requirements) and NYSE Rule 345 (Employees--Registration, 
Approval, Records).
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    The Exchange also is proposing to require the designation of a 
Financial/Operations Principal by each Participant that is subject to 
Exchange Act Rule 15c3-1, and the designation of a CCO by each 
Participant. Under the proposed rule, the Financial/Operations 
Principal and CCO are required to register and pass the appropriate 
qualification examination.\19\ The Financial/Operations Principal and 
CCO play important roles within a Participant's business by acting as 
the persons responsible for the firm's compliance with applicable net 
capital, recordkeeping, and other financial and operational rules and 
regulations. The registration requirements for a Financial/Operations 
Principal and for a CCO are consistent with CBOE Rule 3.6A \20\ (which 
in turn are consistent with FINRA Rule 3130 and NASD Rule 1022). The 
proposal includes a limited exemption from the requirement to pass the 
appropriate qualification examination by a CCO. Specifically, a person 
that has been designated as a CCO on Schedule A of Form BD for at least 
two years immediately prior to January 1, 2002, and who has not been 
subject within the last ten years to any statutory disqualification as 
defined in Section 3(a)(39) of the Act; a suspension; or the imposition 
of a $5,000 or more fine for a violation(s) of any provision of any 
securities law or regulation, or any agreement with, rule or standard 
of conduct of any securities governmental agency, securities self-
regulatory organization, or as imposed by any such self-regulatory 
organization in connection with a disciplinary proceeding, shall be 
required to register in the category of registration appropriate to the 
function to be performed as prescribed by the Exchange, but shall be 
exempt from the requirement to pass the heightened qualification 
examination as prescribed by the Exchange. The Exchange believes that 
implementing this proposed change will help meet the important goals of 
appropriate registration and qualification for all persons engaged in 
the securities business.
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    \19\ The appropriate qualification examination for a Financial/
Operations Principal is the Series 27 exam. The appropriate 
qualification examination for a CCO is the Series 14 exam. These 
categories of registration and the accompanying qualification 
examinations are available to the Exchange through Web CRD.
    \20\ The duties of a Financial/Operations Principal include 
taking appropriate actions to assure that the Participant complies 
with applicable financial and operational requirements under SRO 
rules and the Exchange Act. The Exchange notes that it is not the 
Designated Examining Authority for any BOX Participant, but for 
consistency with other SRO rules, is proposing to include the 
designation of a Financial/Operations Principals in the BOX Rules.
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    All individuals who engage in supervisory functions of the 
Participant's securities business shall be required to register and 
pass the appropriate heightened qualification examination(s) relevant 
to their particular category of registration. Each BOX Participant must 
have at least two such persons. The Exchange is proposing to require 
registration and successful completion of a heightened qualification 
examination by at least two individuals [sic] for any person who is an 
(i) officer; (ii) partner; (iii) director; (iv) supervisor of 
proprietary trading, market-making or brokerage activities; and/or (v) 
supervisor of those engaged in proprietary trading, market-making or 
brokerage activities with respect to those activities.\21\ The Exchange 
believes it is appropriate that any

[[Page 21606]]

person acting in a supervisory capacity be required to comply with 
heightened requirements regarding their qualification and registration.
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    \21\ With the exception of its application to sole proprietors, 
this requirement is consistent with the registration requirement set 
forth in NASD Rule 1021 addressing registration of two Principals 
(as defined in NASD Rule 1021).
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    The Exchange may waive the requirement to have two officers, 
partners, directors, and/or supervisors registered if a Participant 
conclusively demonstrates that only one such person should be required 
to register. For example, a Participant could conclusively demonstrate 
that only one individual is required to register if such Participant is 
owned by one individual (such as a single member limited liability 
company), such individual acts as the only trader on behalf of the 
Participant, and the Participant employs only one other individual who 
functions only in a clerical capacity. The ability to waive this 
registration requirement is consistent with similar FINRA rules 
regarding principal registration.\22\
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    \22\ See NASD Rule 1021(e).
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    The Exchange notes that Participants that are sole proprietors may 
also be granted a waiver from the requirement that two officers, 
partners, directors, and/or supervisors be registered. Further, the 
Exchange is also proposing to allow a Participant that conducts only 
proprietary trading and has 25 or fewer registered persons to have only 
one officer or partner registered under this section rather than two. 
This exception is similar to that of several other exchanges and 
reflects that such Participants do not necessitate the same level of 
supervisory structure as those Participants that have customers or are 
larger in size. For purposes of this requirement, a Participant is 
considered to conduct only proprietary trading if it has the following 
characteristics: (i) The Participant is not required by Section 
15(b)(8) of the Exchange Act to become a FINRA member but is a member 
of another registered securities exchange not registered solely under 
Section 6(g) of the Exchange Act; (ii) all funds used or proposed to be 
used by the Participant are the Participant's own capital, traded 
through the Participant's own accounts; (iii) the Participant does not, 
and will not, have customers; and (iv) all persons registered on behalf 
of the Participant acting or to be acting in the capacity of a trader 
must be owners of, employees of, or contractors to the Participant. The 
description of what constitutes proprietary trading for purposes of 
this requirement is appropriate in that it provides additional clarity 
for associated persons to evaluate whether two individuals are required 
to register. The Exchange believes these potential waivers are 
appropriate to allow proprietary trading firms and sole proprietor 
firms to comply with the regulatory supervisory requirements in a 
reasonable manner.
    Proposed Chapter II, Section 8 also sets forth the requirements for 
examinations where there is a lapse in registration. Specifically, an 
individual associated person shall be required to pass the appropriate 
qualification examination for the category of registration if the 
individual associated person's registration has been revoked by the 
Exchange as a disciplinary sanction or whose most recent registration 
has been terminated for a period of two or more years. The Exchange 
believes that implementing this proposed change will help meet the 
important goals of appropriate registration and qualification for all 
persons engaged in the securities business.
    Additionally, the Exchange proposes to update Chapter XI, Section 5 
of the BOX Rules regarding continuing education requirements so that it 
is consistent with other SRO rules.\23\ Specifically, the Exchange 
proposes to add a provision detailing the procedures required for in-
house delivery of the regulatory element. The required procedures 
address responsibility for the education program, site requirements, 
technology requirements, supervision requirements, and administration 
of the program. Participants are required to file with their Designated 
Examining Authority, [sic] a letter of attestation signed by a senior 
officer or partner, attesting to the establishment of the required 
procedures, and must annually represent that they have continued to 
maintain all required procedures for the previous year. While BOX does 
not have a floor, for consistency with other SRO rules, the Exchange 
also proposes to delete language that excludes those people whose 
activities are limited solely to the transaction of business on a floor 
from the definition of ``registered person'' for purposes of Chapter 
XI, Section 5 of the BOX Rules.\24\ The Exchange believes that 
implementing this proposed change will help meet the important goals of 
appropriate qualification and continuing education for all persons 
engaged in the securities business.
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    \23\ E.g., CBOE Rule 9.3A and ISE Rule 604.
    \24\ See CBOE Rule 9.3A and ISE Rule 604.
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    Finally, this filing proposes to make non-substantive changes to 
Chapter XI, Section 2 (Registration of Options Principals), Section 3 
(Registration of Representatives) and Section 4 (Termination of 
Registered Persons) of the BOX Rules to define and reference certain 
terms consistently within these rules and with proposed Chapter II, 
Section 8. Specifically, these rules currently contain inconsistent 
references to the use of the Central Registration Depository, and the 
registration and termination forms required to be filed under the 
rules. Additionally, these rules contain reference [sic] to the 
National Association of Securities Dealers which is now known as the 
Financial Industry Regulatory Authority or ``FINRA.''
2. Statutory Basis
    The Exchange believes that the proposal is consistent with the 
requirements of Section 6(b) of the Act,\25\ in general, and Section 
6(b)(5) of the Act,\26\ in particular, in that it is designed 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 for a free and open market and a national market 
system and, in general, to protect investors and the public interest. 
Specifically, the enhanced registration and qualification requirements 
will provide additional protection to investors and further promote the 
public interest. Additionally, the proposed rule change is intended to 
provide uniformity across the various SROs with respect to the 
registration and qualification requirements for individual persons. The 
Exchange believes that implementing this proposed rule change will help 
meet the important goals of subjecting all persons engage in the 
securities business to appropriate registration requirements, 
qualification requirements through the examination process, and 
continuing education requirements, including those persons associated 
with proprietary trading firms and BOX market makers.
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    \25\ 15 U.S.C. 78f(b).
    \26\ 15 U.S.C. 78f(b)(5).
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    In addition, the Exchange believes that the proposed rule change is 
consistent with Section 6(c) of the Exchange Act,\27\ in general, and 
furthers the objectives of Section 6(c)(3)(B) of the Act,\28\ which 
provides, among other things, that a national securities exchange may 
bar a natural person from becoming associated with a member if such 
natural person does not meet the standards of training, experience and 
competence as prescribed by the rules of the national securities 
exchange. The Exchange also believes that the

[[Page 21607]]

proposed rule change furthers the objectives of Section 6(c)(3)(C) of 
the Exchange Act,\29\ which provides, among other things, that a 
national securities exchange may bar any person from becoming 
associated with a member if such person does not agree to supply the 
exchange with such information with respect to its dealings with the 
member as may be specified by the rules of the exchange and to permit 
the examination of its books and records to verify the accuracy of any 
information so supplied. The Exchange believes the Series 56 
examination program establishes the appropriate qualifications for an 
individual associated person that is required to register as a 
Proprietary Trader under proposed Chapter II, Section 8 of the BOX 
Rules, including, but not limited to, Market-Makers, proprietary 
traders and individuals effecting transactions on behalf of other 
broker-dealers. The Exchange also believes the Series 56 addresses 
industry topics that establish the foundation for the regulatory and 
procedural knowledge necessary for individuals required to register as 
Market Maker Authorized Trader [sic] under proposed Chapter VI, Section 
2 of the BOX Rules.
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    \27\ 15 U.S.C. 78f(c).
    \28\ 15 U.S.C. 78f(c)(3)(B).
    \29\ 15 U.S.C. 78f(c)(3)(C).
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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 not necessary or appropriate in 
furtherance of the purposes of the Act.

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the Exchange consents, the Commission will:
    (A) By order approve or disapprove such proposed rule change, or
    (B) Institute proceedings to determine whether the proposed rule 
change should be 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 rule-comments@sec.gov. Please include 
File Number SR-BX-2012-020 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-BX-2012-020. 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 on business days between the hours of 10 a.m. and 3 p.m. in 
the Commission's Public Reference Room located at 100 F Street NE., 
Washington, DC 20549. 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; 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-BX-2012-020 and should be 
submitted on or before May 1, 2012.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\30\
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    \30\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-8521 Filed 4-9-12; 8:45 am]
BILLING CODE 8011-01-P


