Notice2021-22075
Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 1, Consisting of Proposed Amendments to MSRB Rule G-10, on Investor and Municipal Advisory Client Education and Protection, and MSRB Rule G-48, on Transactions With Sophisticated Municipal Market Professionals, To Amend Certain Dealer Obligations
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
October 12, 2021
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 86 Issue 194 (Tuesday, October 12, 2021)</title>
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[Federal Register Volume 86, Number 194 (Tuesday, October 12, 2021)]
[Notices]
[Pages 56741-56745]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2021-22075]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-93261; File No. SR-MSRB-2021-04]
Self-Regulatory Organizations; Municipal Securities Rulemaking
Board; Notice of Filing of Amendment No. 1 and Order Granting
Accelerated Approval of a Proposed Rule Change, as Modified by
Amendment No. 1, Consisting of Proposed Amendments to MSRB Rule G-10,
on Investor and Municipal Advisory Client Education and Protection, and
MSRB Rule G-48, on Transactions With Sophisticated Municipal Market
Professionals, To Amend Certain Dealer Obligations
October 5, 2021.
I. Introduction
On August 2, 2021, the Municipal Securities Rulemaking Board (the
``MSRB'' or ``Board'') filed with the Securities and Exchange
Commission (the ``SEC'' or ``Commission''), pursuant to Section
19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\ and Rule
19b-4 thereunder,\2\ a proposed rule change consisting of amendments to
MSRB Rule G-10, on investor and municipal advisory client education and
protection, and MSRB Rule G-48, on transactions with Sophisticated
Municipal Market Professionals (``SMMPs'') (collectively, the
``proposed rule change'').
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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The proposed rule change was published for comment in the Federal
Register on August 20, 2021.\3\ The public comment period closed on
September 10, 2021.\4\ The Commission received two comment letters on
the proposed rule change.\5\ On September 28, 2021, the MSRB responded
to those comments \6\ and filed Amendment No. 1 to the proposed rule
change (``Amendment No. 1'').\7\ The Commission is publishing this
notice to solicit comments on Amendment No. 1 to the proposed rule
change from interested parties and is approving the proposed rule
change, as modified by Amendment No. 1, on an accelerated basis.
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\3\ Securities Exchange Act Release No. 34-92677 (August 16,
2021) (the ``Notice''), 86 FR 46890 (August 20, 2021) (MSRB-2021-
04).
\4\ All comment letters received on the proposed rule change are
available on the Commission's website at <a href="https://www.sec.gov">https://www.sec.gov</a>.
\5\ See Letter to Secretary, from Leslie Norwood, Managing
Director and Associate General Counsel, Securities Industry and
Financial Markets Association (``SIFMA''), dated September 10, 2021
(the ``SIFMA Letter''); Letter to Secretary, Commission, from
Michael Decker, Senior Vice President, Bond Dealers of America
(``BDA''), dated September 10, 2021 (the ``BDA Letter'').
\6\ See Letter to Secretary, Commission, from Gail Marshall,
Chief Regulatory Officer, MSRB, dated September 28, 2021 (the ``MSRB
Response Letter'').
\7\ Id. As described in Amendment No. 1, the MSRB stated it
proposed to amend the original proposed rule change to make a small
change directly responsive to comments.
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II. Description of Proposed Rule Change
As described more fully in the Notice and Amendment No. 1, the MSRB
stated that the purpose of the proposed amendments to MSRB Rule G-10 is
to clarify the scope of the requirements for brokers, dealers and
municipal securities dealers (collectively, ``dealer'' or ``dealers'')
to provide the required notifications under MSRB Rule G-10 to those
customers who would best be served by the receipt of the
information.\8\ Additionally, the MSRB stated that the purpose of
proposed corresponding amendments to MSRB Rule G-48 is to exclude SMMPs
from certain requirements under MSRB Rule G-10.\9\
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\8\ See Notice at 46890.
\9\ Under MSRB Rule D-9, a ``customer'' means ``any person other
than a broker, dealer, or municipal securities dealer acting in its
capacity as such or an issuer in transactions involving the sale by
the issuer of a new issue of its securities.''
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1. Background
The MSRB has stated that MSRB Rule G-10, as designed, serves to
educate and protect investors and municipal advisory clients by
providing them with information about the MSRB rules designed to
protect them and the process for filing a complaint with the
appropriate regulatory authority.\10\ MSRB Rule G-10 currently requires
dealers and municipal advisors (collectively, ``regulated entities'')
to provide certain notifications to customers and municipal advisory
clients, respectively, once every calendar year. More specifically,
MSRB Rule G-10 requires regulated entities to provide, in writing,
which may be made electronically, the following information (``required
notifications''): (i) A statement that the regulated entity is
registered with the SEC and the MSRB; (ii) the website address for the
MSRB; and (iii) a statement as to the availability to the customer or
municipal advisory client of a brochure that is available on the MSRB's
website that describes the protections that may be provided by MSRB
rules, and how to file a complaint with an appropriate regulatory
authority.\11\
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\10\ See Notice at 46890 and 46891.
\11\ See MSRB's ``Information for Municipal Securities
Investors,'' available at https://www.msrb.org/~/media/Files/
Resources/MSRB-Investor-Brochure.ashx?la=en and ``Information for
Municipal Advisory Clients,'' available at https://www.msrb.org/~/
media/Files/Resources/MSRB-MA-Clients-Brochure.ashx?la=.
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The MSRB stated that it conducted a review of the obligations under
MSRB Rule G-10, given that it believed there had been a reasonable
implementation period of the rule in its current form to allow the MSRB
time to obtain meaningful insight on the operation of the rule.\12\ The
MSRB noted that it identified an opportunity to reduce certain
compliance burdens by re-evaluating the potential benefits of the rule
to better align the scope of the rule's application.\13\ The MSRB
indicated that the proposed rule change is specific to the dealer
obligations under MSRB Rule G-10.\14\ The MSRB is not proposing to
modify municipal advisors' obligations under MSRB Rule G-10 because,
according to the MSRB, municipal advisors' MSRB G-10 obligations are
already limited in scope.\15\ According to the MSRB, the obligation
dealers currently have under MSRB Rule G-10 is broader in that each
dealer must provide the required notifications to all customers,
including SMMPs, even if those customers have not effected any
transaction in municipal securities and may never effect a transaction
in municipal securities.\16\
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\12\ See Notice at 46891.
\13\ Id.
\14\ Id.
\15\ Under MSRB Rule G-10, a municipal advisor must provide the
required notifications promptly after the establishment of a
municipal advisory relationship, as defined in MSRB Rule G-42(f)(v),
or promptly, after entering into an agreement to undertake a
solicitation, as defined in Rule 15Ba1-1(n), 17 CFR 240.15Ba1-1(n),
under the Act, and then no less than once each calendar year
thereafter during the course of that agreement. See Notice at 46891.
\16\ See MSRB Request for Input on Strategic Goals and
Priorities, (December 7, 2020) available at https://www.msrb.org/~/
media/Files/Regulatory-Notices/RFCs/2020-19.ashx??n=1, with a
comment period deadline of January 11, 2021.
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The MSRB has noted that MSRB Rule G-48 underscores the differences
between dealer obligations to non-
[[Page 56742]]
SMMP customers and SMMP customers.\17\ Given the MSRB's belief in the
sophistication of SMMPs, the MSRB determined that a modification to
MSRB Rule G-48 was warranted to avoid the imposition of regulatory
burdens upon dealers where they appear to be unnecessary.\18\
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\17\ See Notice at 46891.
\18\ Id.
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2. MSRB Rule G-10 and Supplementary Material
\19\ As part of the proposed rule change, the MSRB proposed
amendments to MSRB Rules G-10(a), (b), and (c) and proposed the
addition of new supplementary material.
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\19\ See MSRB's ``Information for Municipal Securities
Investors,'' available at https://www.msrb.org/~/media/Files/
Resources/MSRB-Investor-Brochure.ashx?la=en and ``Information for
Municipal Advisory Clients,'' available at https://www.msrb.org/~/
media/Files/Resources/MSRB-MA-Clients-Brochure.ashx?la=.
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a. Proposed Rule Change to MSRB Rule G-10(a)
The proposed rule change to MSRB Rule G-10(a) requires dealers to
provide required notifications to those customers for whom a purchase
or sale of a municipal security was effected and to each customer who
holds a municipal securities position. The proposed rule change also
makes technical amendments to MSRB Rule G-10(a) by deleting the current
clause (a)(ii) and placing the reference to the MSRB's website address
within the proposed amended provision that re-numbers clause (a)(iii)
of Rule G-10 to clause (a)(ii).\20\
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\20\ See Notice at 46892.
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The MSRB believes that narrowing the scope of the rule to those
customers that engage in municipal securities transactions would reduce
the burden of remitting the notifications unnecessarily to all
customers, while ensuring that dealers remit the notifications to
customers who would most benefit from receiving them.\21\
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\21\ Id. at 46891.
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b. Proposed Rule Change to MSRB Rule G-10(b)
The proposed change to MSRB Rule G-10(b) requires each dealer to
have the required notifications available on its website for the
benefit of customers who do not receive the notifications directly
pursuant to MSRB Rule G-10(a). According to the MSRB, this change will
insure that these customers will have access to them under MSRB Rule G-
10(b).\22\ As a result, the MSRB does not believe there is a
detrimental impact to such customers and believes that not receiving
the notifications may avoid confusion for customers who currently
receive such notifications even though they have not effected a
municipal securities transaction or hold municipal securities.\23\
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\22\ Id.
\23\ Id.
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c. Proposed Rule Change to MSRB Rule G-10(c)
The proposed amendment to MSRB Rule G-10(c), as modified by
Amendment No. 1, would provide that any dealer that does not have
customers, or that agrees with a carrying dealer servicing its customer
accounts that the carrying dealer will comply with the required
notification requirements, would be exempt from the MSRB Rule G-10(a)
requirements.\24\ The MSRB recognizes that customer accounts may be
held at other dealers, subject to a carrying agreement, and that the
carrying dealers are responsible for providing account statements and
trade confirmations.\25\ Therefore, according to the MSRB, the proposed
amendment to MSRB Rule G-10(c), as modified by Amendment No. 1, is
meant to acknowledge common business practices and facilitate carrying
dealers' compliance with the requirement to provide notifications under
the rule, on behalf of other dealers.\26\ Further, the MSRB believes
the proposed rule change promotes regulatory consistency with section
(b)(2) of FINRA Rule 2267, on Investor Education and Protection, which
provides that any member that does not have customers or is a party to
a carrying agreement where the carrying firm member complies with the
rule is exempt from the requirements of the rule.\27\
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\24\ Id. at 46891; See also Amendment No. 1.
\25\ Id.
\26\ Id.
\27\ See Notice at 46891 and 46892.
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Additionally, the proposed rule change expressly clarifies that the
dealer would not be subject to the notifications requirement, under
MSRB Rule G-10(a), in cases where dealers conduct a limited business
and are not considered to have customers.\28\
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\28\ Id. at 46892.
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d. Proposed Rule Change To Add New Supplementary Material to MSRB Rule
G-10
The proposed rule change includes the addition of new supplementary
material under MSRB Rule G-10 that the MSRB states would provide
clarity on the timeframe for delivery of the required
notifications.\29\ Supplementary Material .01 of MSRB Rule G-10 would
make clear that the obligation to provide the required notifications
once each calendar year to applicable customers would be deemed
satisfied if dealers deliver the required notifications at a given
point in each calendar year, so long as any customers that effected a
transaction in municipal securities or held municipal securities after
that given date in each calendar year receive the notifications within
the following rolling 12-month period.\30\ More explicitly, after a
dealer provides the required notifications to the applicable customers,
the ensuing notifications must be provided within 12 months from the
date of the preceding notifications, but may be provided within a
shorter time or with more frequency.\31\ The MSRB believes that the
proposed amendments would foster greater flexibility with respect to
the timing of the required notifications, and would also ensure that
each applicable customer receives the required notification within a
rolling 12-month period; and thereby, ease operational concerns.\32\
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\29\ Id.
\30\ Id.
\31\ Id.
\32\ See Notice at 46892.
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3. Proposed Rule Change to MSRB Rule G-48
The proposed rule change also amends MSRB Rule G-48 to modify a
dealer's obligation under MSRB Rule G-10.\33\ The proposed amendment
adds section (f) to MSRB Rule G-48, which would allow a dealer to make
the notifications available on its website rather than remit the
notifications to an SMMP pursuant to MSRB Rule G-10(a).\34\ The MSRB
believes that customers who meet the definition of SMMPs under MSRB
Rule D-15 are sophisticated in their understanding of the municipal
market.\35\ The MSRB believes that in the event an SMMP is seeking the
information found in the required notifications, including the MSRB's
website address, dealer registration status and how to file a complaint
with the appropriate regulatory agency, a sophisticated customer is
likely to know the information or seek access to it from the dealer's
or MSRB's website.\36\ The MSRB believes the modified obligation
dealers have with respect to SMMPs in proposed section (f) of MSRB Rule
G-48 is in keeping with the placement of other modified obligations for
transactions with SMMPs under MSRB
[[Page 56743]]
Rule G-48.\37\ Further, the MSRB believes the proposed amendment to
MSRB Rule G-48 balances the burden on dealers to remit the required
notifications to SMMPs against the usefulness of SMMPs receiving such
notifications when the information is otherwise readily available.
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\33\ Id. at 46891.
\34\ Id.
\35\ Id.
\36\ Id.
\37\ Id.
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III. Summary of Comments Received and MSRB's Response
As noted previously, the Commission received two comment letters on
the proposed rule change, as well as the MSRB Response Letter and
Amendment No. 1.
Both commenters indicated support for many elements of the proposed
rule change.\38\ The commenters believed the proposed rule change would
reduce the compliance burden on the dealer community, render cost
savings, and reduce the environmental impact of the notification
process; all while maintaining investor protections and market
transparency.\39\ However, both commenters raised the concern that as
currently proposed the rule change would relieve an introducing broker
of its obligation to make disclosures only if the introducing broker is
a party to a carrying agreement in which the carrying dealer has agreed
to comply with the disclosure requirements.\40\ The commenters
similarly suggested changes to the language of paragraph (c) of the
amended rule to clarify that a dealer ``that is an introducing a dealer
and whose carrying dealer has agreed to comply with section (a) of the
rule is exempt from the requirements of the rule.'' \41\ The commenters
believe the change is minor and would allow dealers to claim the
exemption created from the proposed rule change without the burden of
amending their clearing agreements.\42\ The commenters indicated that a
failure to modify the proposed rule change as suggested would result in
a substantial number of duplicative disclosures sent by introducing
firms and clearing firms.\43\
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\38\ See SIFMA Letter at 1; BDA Letter at 1.
\39\ See SIFMA Letter at 1; BDA Letter at 1.
\40\ See SIFMA Letter at 2; BDA Letter at 2.
\41\ See SIFMA Letter at 2; BDA Letter at 2.
\42\ See SIFMA Letter at 2; BDA Letter at 2.
\43\ See SIFMA Letter at 2; BDA Letter at 2.
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In its response, the MSRB agreed with the commenters and submitted
Amendment No. 1 to the proposed rule change to address the issue.\44\
The MSRB Response Letter recognized that dealers may not delineate all
regulatory obligations specifically undertaken by a carrying dealer
within the carrying agreement and it is not the MSRB's intention to
place a burden on dealers to modify such agreements to reflect the
agreed upon assigning of the regulatory obligation to the carrying
dealer.\45\ The MSRB stated that Amendment No. 1 is meant to clarify
that a carrying dealer can comply with the obligation under MSRB Rule
G-10(a) on behalf of an introducing dealer without the need for it to
be specifically called out within the carrying agreement.\46\
Accordingly, the MSRB explained that Amendment No. 1 would modify G-
10(c) in the proposed rule change to read ``any dealer [. . .] who is a
party to a carrying agreement in which the carrying dealer has agreed
to comply with section (a) of this rule, is exempt from the
requirements of this rule'' to read ``any dealer [. . .] that agrees
with a carrying dealer servicing its customer accounts that the
carrying dealer will comply with section (a) of this rule, is exempt
from the requirements of this rule.'' \47\
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\44\ See MSRB Response Letter at 2 and 3.
\45\ Id. at 3.
\46\ Id.
\47\ Id.
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Separately, one commenter reiterated its belief that ``current Rule
G-10(b), amended Rule G-10(d), should not require annual notifications
by municipal advisors to their municipal advisory clients'' because
``[t]hese notifications are already made promptly after the
establishment of a municipal advisory relationship in the engagement
letter/agreement where other required disclosures are included as
required under G42.'' \48\ Further, the commenter strongly disagreed
with the MSRB's assertion ``that the G-10 notifications are not
commonly included in municipal advisor engagement letters'' because
most of its members believed this to be a natural place for them and
updated their templates to include them.\49\ The commenter believes
``requiring annual notifications under Rule G-10 by municipal advisors
to their clients is a manual and unnecessary process as the terms of
the engagement are in force for as long as the engagement is active.''
\50\ The commenter noted that there are ``no other municipal advisor
disclosures that are required to be made on an annual basis'', and
indicated that ``[i]f any changes in required disclosures by municipal
advisors are thought necessary, then those changes should be made in
Rule G-42, as this is the rule that sets forth the disclosures required
by non-solicitor advisors.'' \51\
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\48\ See SIFMA Letter at 2.
\49\ Id.
\50\ Id.
\51\ Id.
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In response to the comments on municipal advisors' annual
notification requirements, the MSRB reiterated its position that the
proposed rule change is specific to dealers' obligations under MSRB
Rule G-10, and the MSRB is not proposing to modify municipal advisors'
obligations under the rule.\52\ The MSRB noted that it previously
stated that ``it identified an opportunity to better align the scope of
the rule's application by requiring dealers only to provide the
specified notifications to those customers who would best be served by
the receipt of the information.'' \53\ The MSRB further noted that the
obligation of municipal advisors is already limited in scope in that a
municipal advisor must provide the required notifications promptly
after the establishment of a municipal advisory relationship and then
no less than once each calendar year thereafter during the course of
the municipal advisory relationship.\54\ Additionally, the MSRB did not
dispute that some municipal advisors may use a template that has the
initial notification included within the engagement letter or that a
natural place to include the notifications would be with the engagement
letter or conflicts of interest disclosures.\55\ However, the MSRB
noted its belief that this process is consistent with the requirement
to provide the notification promptly after the establishment of a
municipal advisory relationship, and that it did not seek comment on,
or discuss, this matter in the proposed rule filing.\56\
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\52\ See MSRB Response Letter at 3 and 4.
\53\ Id.
\54\ Id. at 4.
\55\ Id. at 4.
\56\ Id. at 4.
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The MSRB also responded that the current obligation for municipal
advisors with respect to providing the required notifications annually
throughout the municipal advisory relationship is in furtherance of
creating an awareness amongst municipal advisory clients of the SEC,
MSRB and regulatory framework.\57\ The MSRB said municipal advisors'
obligations under the rule are consistent with the ongoing regulatory
obligation of dealers to provide the required notifications once each
calendar year to those customers, with the exception of SMMPs, who have
effected a transaction in municipal securities or hold a municipal
securities position, during the requisite period.\58\ The MSRB again
reiterated its previous position ``that a regulated entity [has] the
flexibility to include the written
[[Page 56744]]
annual notifications with other materials. Those other materials may
include the written disclosure of material conflicts of interest and
other information required to be provided by a municipal advisor under
Rule G-42(b).'' \59\ The MSRB also responded that ``if a regulated
entity would like to post the annual notifications on its website, in
addition to sending the written annual notifications to its customers
or municipal advisory clients, the regulated entity may do so as long
as the information on the regulated entity's website complies with
Board and any other applicable laws, rules and regulations.'' \60\ The
MSRB stated that ``while flexibility in the delivery mechanism is
afforded,'' it continues to believe that municipal advisory clients
should receive annual notifications during the course of the municipal
advisory relationship.\61\
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\57\ See MSRB Response Letter at 4 and 5.
\58\ Id. at 5.
\59\ Id. at 5. (internal quotations emitted).
\60\ Id. at 5.
\61\ See MSRB Response Letter at 5.
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IV. Discussion and Commission Findings
The Commission has carefully considered the proposed rule change,
the comment letters received, the MSRB Response Letter, and Amendment
No. 1. The Commission finds that the proposed rule change, as modified
by Amendment No. 1, is consistent with the requirements of the Act and
the rules and regulations thereunder applicable to the MSRB.
In particular, the Commission believes that the proposed rule
change, as modified by Amendment No. 1, is consistent with the
provisions of Section15B(b)(2)(C), which provides, in part, that the
MSRB's rules shall:
[B]e 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 municipal securities and
municipal financial products, and to remove impediments to and
perfect the mechanism of a free and open market in municipal
securities and municipal financial products, and, in general, to
protect investors, municipal entities, obligated persons, and the
public interest.\62\
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\62\ 15 U.S.C. 78o-4(b)(2)(C).
The Commission believes that the proposed rule change, as modified
by Amendment No. 1, will promote just and equitable principles of
trade, and protect investors and the public interest by ensuring that
customers who have effected a transaction in municipal securities or
hold a municipal securities position, during the requisite period,
receive information that would be useful to them in understanding the
regulatory framework for municipal securities. The Commission further
believes that the proposed rule change may avoid confusion in the
municipal market because dealers would not have to provide
notifications to customers who have not effected any municipal
securities transactions.
The Commission believes that MSRB Rule G-10, as amended by the
proposed rule change and Amendment No. 1, would continue to be designed
to prevent fraudulent and manipulative acts, because the rule, as so
modified, is designed to ensure that municipal securities customers of
a dealer receive beneficial information, and that all other customers
will continue to have access to such information via the dealer's
website.
The Commission further believes that the proposed amendments to
MSRB Rule G-48, which provide an exemption for remitting notifications
to SMMPs, so long as the SMMPs have access to such notifications on a
dealer's website, will facilitate transactions in municipal securities
and help perfect the mechanism of a free and open market in municipal
securities. Specifically, the proposed amendments will provide dealers
with an exemption from a regulatory burden by eliminating the need to
provide a notification that appears to be unnecessary. SMMPs are, as
defined, generally knowledgeable about the registration status of a
dealer and how to file a complaint and can access the information on
the dealer's website if needed.
In approving the proposed rule change, as modified by Amendment No.
1, the Commission has considered the proposed rule change's impact on
efficiency, competition, and capital formation.\63\ Section
15B(b)(2)(C) of the Act \64\ requires that MSRB rules not be designed
to impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. The purpose of the proposed
rule change is to reduce the compliance burden on dealers and ensure
the greatest utility to customers receiving the notifications. Before
deciding on the form of the proposed rule change, the MSRB reviewed
multiple options and determined the proposed rule change was the least
burdensome and most efficient.\65\ As such, the Commission believes
that the proposed rule change would neither impose a burden on
competition nor hinder capital formation, as the proposed rule change
would reduce burdens to dealers of remitting the notifications to all
customers by narrowing the scope of the application of MSRB Rule G-10.
The Commission also believes that the proposed rule change would
improve the municipal securities market's operational efficiency by
clarifying existing regulatory obligations, further promoting fair
dealings between market participants. Additionally, the MSRB
specifically drafted Amendment No. 1 to the proposed rule change in
response to comments received to insure the proposed rule changed did
not create additional burdens on dealers or affect market efficiency.
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\63\ 15 U.S.C. 78c(f).
\64\ 15 U.S.C. 78o-4(b)(2)(C).
\65\ See Notice.
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Further, the Commission does not expect the proposed rule change,
as modified by Amendment No. 1, to alter the competitive landscape of
the municipal securities dealer community because the amendments to
MSRB Rule G-10 and MSRB Rule G-48 would be applicable to all dealers;
therefore, the expected benefits and minor costs, if any, would be
proportionate to the size and business activities of each dealer.
Accordingly, the Commission does not believe that the proposed rule
change, as modified by Amendment No. 1, would result in any additional
burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Exchange Act.
As noted above, the Commission received two comment letters on the
filing. The Commission believes that the MSRB, through its response and
Amendment No. 1, addressed the commenters' concerns. For the reasons
noted above, the Commission believes that the proposed rule change, as
modified by Amendment No. 1, is consistent with the Act.
V. Solicitation of Comments on Amendment No. 1
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether Amendment No. 1
to the proposed rule change is consistent with the Act. Comments may be
submitted by any of the following methods:
Electronic Comments
<bullet> Use of the Commission's internet comment form (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#fe8c8b929bd39d9193939b908a8dbe8d9b9dd0999188"><span class="__cf_email__" data-cfemail="3240475e571f515d5f5f575c4641724157511c555d44">[email protected]</span></a>. Please include
File Number SR-MSRB-2021-04 on the subject line.
[[Page 56745]]
Paper Comments
<bullet> Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549.
All submissions should refer to File Number SR-MSRB-2021-04. 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 (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the MSRB. 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-MSRB-2021-04 and should be submitted on
or before November 2, 2021.
VI. Accelerated Approval of Proposed Rule Change, as Modified by
Amendment No. 1
The Commission finds good cause for approving the proposed rule
change, as amended by Amendment No. 1, prior to the 30th day after the
date of publication of notice of Amendment No. 1 in the Federal
Register. As noted by the MSRB, Amendment No. 1 does not raise any
significant issues with respect to the proposed rule change and only
provides a minor change to address an issue raised by commenters.
Further, the proposed rule change, as modified by Amendment No. 1, is
designed to ease burdens without negatively affecting investors or the
public interest.
For the foregoing reasons, the Commission finds good cause for
approving the proposed rule change, as modified by Amendment No. 1, on
an accelerated basis, pursuant to Section 19(b)(2) of the Act.
V. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Exchange Act,\66\ that the proposed rule change (SR-MSRB-2021-04) be,
and hereby is, approved.
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\66\ 15 U.S.C. 78s(b)(2).
\67\ 17 CFR 200.30-3a(a)(2).
For the Commission, by the Office of Municipal Securities,
pursuant to delegated authority.\67\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-22075 Filed 10-8-21; 8:45 am]
BILLING CODE 8011-01-P
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</html>Indexed from Federal Register on October 12, 2021.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.