
[Federal Register Volume 80, Number 226 (Tuesday, November 24, 2015)]
[Notices]
[Pages 73254-73256]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-29839]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76466; File No. SR-C2-2015-031]


Self-Regulatory Organizations; C2 Options Exchange, Incorporated; 
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change 
Relating to Delivery of the Regulatory Element of C2's Continuing 
Education Program

November 18, 2015.
    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 November 05, 2015, C2 Options Exchange, Incorporated (the 
``Exchange'' or ``C2'') filed with the Securities and Exchange 
Commission (the ``Commission'') the proposed rule change as described 
in Items I and II below, which Items have been prepared by the 
Exchange. The Commission is publishing this notice to 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.
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I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    The purpose of the proposed rule change is to expand on the 
Exchange's past representations made in SR-C2-2015-024 \3\ with respect 
to Continuing Education (``CE'') Fees and Web-based delivery of the 
Regulatory Element of the Exchange's CE program. There are no proposed 
changes to the text of the Exchange's rules.
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    \3\ See Securities Exchange Act Release No. 76150 (October 14, 
2015), 80 FR 63593 (October 20, 2015) (Notice of Filing and 
Immediate Effectiveness of a Proposed Rule Change to Amend the Fees 
Schedule) (SR-C2-2015-024).

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[[Page 73255]]

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

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

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

1. Purpose
    The purpose of this filing is to correct certain statements in SR-
C2-2015-024.\4\ On October 2, 2015, the Exchange filed SR-C2-2015-024 
to amend the Fees Schedule with respect to CE-related fees and, in 
particular, fees related to Web-based delivery of the Regulatory 
Element of the Exchange's CE program.\5\ SR-C2-2015-024 was materially 
based upon changes to FINRA Rule 1250, which were approved by the 
Securities and Exchange Commission (``SEC'' or ``Commission'') in SR-
FINRA-2015-015.\6\
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    \4\ Id.
    \5\ See id.
    \6\ See Securities Exchange Act Release No. 75581 (July 31, 
2015), 80 FR 47018 (August 6, 2015) (Order Approving a Proposed Rule 
Change to Provide a Web-based Delivery Method for Completing the 
Regulatory Element of the Continuing Education Requirements) (SR-
FINRA-2015-015).
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    Notably, within the Purpose section of SR-C2-2015-024, the Exchange 
incorrectly stated that ``[t]he Regulatory Element of these Continuing 
Education Programs [(i.e. the S106 for Investment Company and Variable 
Contracts Representatives, the S201 for Registered Principals and 
Supervisors, and the S901 for Operations Professionals)] will continue 
to be offered at testing centers through January 4, 2016'' and that 
``[p]ursuant to the Approval Order to SR-FINRA-2015-015, the fee for 
test-center delivery of the Regulatory Element of the S106, S201, and 
S901 Continuing Education Programs will continue to be $100 per session 
through January 4, 2016 when the programs will no longer be offered at 
testing centers.'' According to SR-FINRA-2015-015, however, the 
Regulatory Element of the S106 for Investment Company and Variable 
Contracts Representatives, the S201 for Registered Principals and 
Supervisors, and the S901 for Operations Professionals will continue to 
be offered at testing centers until no later than six months after 
January 4, 2016.\7\ The Exchange therefore is submitting this filing 
for the purpose of correcting SR-C2-2015-024 and in an effort to avoid 
any confusion among Permit Holders as to how long the Regulatory 
Element of the S106 for Investment Company and Variable Contracts 
Representatives, the S201 for Registered Principals and Supervisors, 
and the S901 for Operations Professionals will continue to be offered 
at testing centers.
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    \7\ According to SR-FINRA-2015-015, test-center delivery of the 
Regulatory Element will be phased out by no later than six months 
after January 4, 2016. See id.
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2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
the Act and the rules and regulations thereunder applicable to the 
Exchange and, in particular, the requirements of Section 6(b) of the 
Act.\8\ Specifically, the Exchange believes the proposed rule change is 
consistent with the Section 6(b)(5) \9\ requirements that the rules of 
an exchange be designed to prevent fraudulent and manipulative acts and 
practices, to promote just and equitable principles of trade, to foster 
cooperation and coordination with persons engaged in regulating, 
clearing, settling, processing information with respect to, and 
facilitating transactions in securities, to remove impediments to and 
perfect the mechanism of a free and open market and a national market 
system, and, in general, to protect investors and the public interest. 
Additionally, the Exchange believes the proposed rule change is 
consistent with the Section 6(b)(5) \10\ requirement that the rules of 
an exchange not be designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers. In particular, the Exchange 
believes that this filing will clarify its rules and help ensure that 
Permit Holders are not confused by discrepancies that existed between 
SR-C2-2015-024 and SR-FINRA-2015-015. The Exchange believes that 
clarity in the Rules is in the interests of Permit Holders and all 
investors and consistent with the Act.
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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(5).
    \10\ Id.
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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 that is not necessary or appropriate 
in furtherance of the purposes of the Act. This filing relates 
generally to CE requirements required of all Permit Holders. In 
addition, the filing is merely a clarification of a previous filing 
already submitted by the Exchange. Accordingly, the Exchange does not 
believe that the proposed rule change will impose any burden on 
competition in the marketplace.

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

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

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

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A)(iii) of the Act \11\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\12\
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    \11\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \12\ 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 prior to 30 days after the date of filing.\13\ 
Rule 19b-4(f)(6)(iii), however, permits the Commission to designate a 
shorter time if such action is consistent with the protection of 
investors and the public interest.\14\ The Exchange has asked the 
Commission to waive the 30-day operative delay so that the proposal may 
become operative immediately upon filing. The Exchange has stated that 
waiver of the operative delay is necessary in order to correct 
statements in a previous filing \15\ and to avoid any potential 
confusion to investors. The Commission believes that waiver of the 
operative delay is consistent with the protection of investors and the 
public interest as it will allow C2 to update without delay its fee 
schedule to accurately reflect the timing by which FINRA will phase out 
offering the regulatory element of certain continuing education 
programs

[[Page 73256]]

in person at testing centers. Since C2's proposed rule change is 
intended to correct an external reference that was the subject of a 
separate FINRA proposed rule change, the Commission believes it is in 
the public interest to correct and update the C2 fee schedule without 
delay. Accordingly, the Commission hereby waives the operative delay 
and designates the proposal operative upon filing.\16\
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    \13\ 17 CFR 240.19b-4(f)(6)(iii).
    \14\ Id.
    \15\ See Securities Exchange Act Release No. 76150 (October 14, 
2015), 80 FR 63593 (October 20, 2015) (Notice of Filing and 
Immediate Effectiveness of a Proposed Rule Change to Amend the Fees 
Schedule) (SR-C2-2015-024).
    \16\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is: (i) 
Necessary or appropriate in the public interest; (ii) for the 
protection of investors; or (iii) otherwise in furtherance of the 
purposes of the Act. If the Commission takes such action, the 
Commission 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 rule-comments@sec.gov. Please include 
File Number SR-C2-2015-031 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-C2-2015-031. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549 on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of such filing also will be available 
for inspection and copying at the principal offices 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-C2-2015-031, 
and should be submitted on or before December 15, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\17\
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    \17\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-29839 Filed 11-23-15; 8:45 am]
BILLING CODE 8011-01-P


