Notice2022-27783
Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend MSRB Rule A-12, on Registration, and Accompanying Form A-12 Changes
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
December 22, 2022
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 87 Issue 245 (Thursday, December 22, 2022)</title>
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[Federal Register Volume 87, Number 245 (Thursday, December 22, 2022)]
[Notices]
[Pages 78730-78735]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-27783]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-96516; File No. SR-MSRB-2022-10]
Self-Regulatory Organizations; Municipal Securities Rulemaking
Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule
Change To Amend MSRB Rule A-12, on Registration, and Accompanying Form
A-12 Changes
December 16, 2022.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ notice
is hereby given that on December 13, 2022 the Municipal Securities
Rulemaking Board (``MSRB'' or ``Board'') filed with the Securities and
Exchange Commission (``SEC'' or ``Commission'') the proposed rule
change as described in Items I and II, below, which Items have been
prepared by the MSRB. 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 Substance
of the Proposed Rule Change
The MSRB filed with the Commission a proposed rule change
consisting of amendments to MSRB Rule A-12, on registration, and
accompanying Form A-12 \3\ changes that are intended to modernize and
streamline the MSRB registration process for brokers, dealers and
municipal securities dealers (collectively, a ``dealer'' or
``dealers'') and municipal advisors, (together with dealers, a
``registrant,'' ``registrants'' or ``regulated entities'') and provide
additional information to the MSRB and examining authorities for
regulatory purposes. Specifically, the proposed rule change consists of
amendments to Rule A-12 to (i) remove a PDF upload requirement for
notification to the appropriate regulatory agency or registered
securities association and replace it with a requirement to provide the
required notice information directly on Form A-12; (ii) make explicit
the notification requirement for dealers when adding a new line of
business via Form A-12; (iii) require registrants to
[[Page 78731]]
provide, as applicable, information about predecessor firm
registrations; (iv) require municipal securities dealers to identify
the appropriate regulatory agency that is their designated examining
authority; (v) require the primary regulatory contact of a municipal
advisor firm to be duly qualified as a municipal advisor principal by
having passed the Municipal Advisor Principal Qualification Examination
(Series 54); (vi) extend the time period for regulated entities to
annually affirm the information on Form A-12; (vii) make technical
amendments to Rule A-12; and finally, make accompanying amendments to
Form A-12 (collectively, the ``proposed rule change'').
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\3\ Form A-12 is the MSRB's single, consolidated registration
form used for initial registration as a dealer or municipal advisor,
all registration amendments, including withdrawal from registration,
and the annual affirmation process. Prior to registration with the
MSRB, each dealer and municipal advisor must first register with,
and receive approval from, the Commission.
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The MSRB has designated the proposed rule change as constituting a
``non-controversial'' rule change under Section 19(b)(3)(A) \4\ of the
Act and Rule 19b-4(f)(6) \5\ thereunder, which renders the proposal
effective upon receipt of this filing by the Commission. The MSRB
proposes an operative date of January 1, 2023.
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\4\ 15 U.S.C. 78s(b)(3)(A).
\5\ 17 CFR 240.19b-4(f)(6).
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The text of the proposed rule change is available on the MSRB's
website at <a href="https://msrb.org/2022-SEC-Filings">https://msrb.org/2022-SEC-Filings</a>, at the MSRB's principal
office, and at the Commission's Public Reference Room.
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 MSRB 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 MSRB 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 proposed rule change would amend Rule A-12, on registration, to
modify certain MSRB registration requirements. In addition, the rule
change reflects accompanying Form A-12 changes that are designed to
modernize, streamline and improve the data collected when registrants
complete, update or annually affirm their Form A-12 information. The
MSRB believes that these changes will make it more efficient and less
burdensome for regulated entities to complete the form. Also, the
proposed rule change would make clarifying changes to Form A-12, in
furtherance of form modernization.\6\ The MSRB also believes the
proposed rule change would provide additional information to support
the MSRB and the appropriate regulatory agencies in their regulatory
purposes.
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\6\ The MSRB's Registration Manual would be updated to reflect
the proposed rule change and proposed Form A-12 changes. The MSRB
Registration Manual is available at <a href="https://www.msrb.org/sites/default/files/MSRB-Registration-Manual.pdf">https://www.msrb.org/sites/default/files/MSRB-Registration-Manual.pdf</a>.
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Proposed Rule Change and Accompanying Form A-12 Changes
Rule A-12 requires regulated entities to register with the MSRB
prior to engaging in any municipal securities business or municipal
advisory activities and to complete Form A-12 in the designated
electronic format.\7\ The MSRB proposed, and the SEC approved,
amendments to Rule A-12 in 2014 to streamline MSRB registration
requirements into one rule and simplify and clarify the MSRB
registration process and rule requirements for registrants.\8\ As part
of its ongoing retrospective review, the MSRB has identified aspects of
the rule and the accompanying proposed Form A-12 changes that can
benefit from greater clarity, simplification, and modernization, as
discussed below.
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\7\ The information required by Form A-12 must be submitted
electronically through a web portal located on the MSRB's website.
Registration with the MSRB does not become effective until the
regulated entity is notified by the MSRB that its Form A-12 is
complete, and its initial registration and annual registration fees
have been received and processed.
\8\ See Exchange Act Release No. 71255 (January 8, 2014), 79 FR
2483 (January 14, 2014) (File No. SR-MSRB-2013-09) (Notice of Filing
of a Proposed Rule Change, as Modified by Amendment No. 1),
available at <a href="https://www.sec.gov/rules/sro/msrb/2014/34-71255.pdf">https://www.sec.gov/rules/sro/msrb/2014/34-71255.pdf</a>;
See Exchange Act Release No. 71616 (February 26, 2014), 79 FR 12254
(March 4, 2014) (File No. SR-MSRB-2013-09) (Order Granting Approval
of Proposed Rule Change), available at <a href="https://www.sec.gov/rules/sro/msrb/2014/34-71616.pdf">https://www.sec.gov/rules/sro/msrb/2014/34-71616.pdf</a>.
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Remove Separate Documentation for the Notice Requirement
Rule A-12(a) requires that prior to registering with the MSRB,
regulated entities must register with, and be approved by the SEC. In
addition, Rule A-12(a) requires, as applicable, that notification be
made to the appropriate regulatory agency or registered securities
association of the intent to engage in municipal securities and/or
municipal advisory activities and then provide written evidence of such
notice to the MSRB.\9\ Because approval of registration with the SEC is
a prerequisite to registration with the MSRB, Rule A-12 does not
require registrants to evidence such notice to the SEC. Currently
dealers provide written evidence to the MSRB of notice having been
provided to FINRA or, as applicable, the FRB, FDIC, or OCC by uploading
a PDF document to Form A-12.\10\
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\9\ The term ``appropriate regulatory agency,'' with respect to
a municipal securities dealer, means the Comptroller of the Currency
(OCC), Board of Governors of the Federal Reserve System (FRB), or
the Federal Deposit Insurance Corporation (FDIC), and the SEC. With
respect to municipal advisors, ``appropriate regulatory agency''
means the SEC. See 15 U.S.C. 78c(a)(34)(A) and MSRB Rule D-14. The
appropriate registered securities association for broker-dealers is
the Financial Industry Regulatory Authority (FINRA), as defined in
15 U.S.C. 78o-3.
\10\ Pursuant to Rule A-12(l), the MSRB Registration Manual, as
updated or amended from time to time, is comprised of the
specifications for the reporting of information required under Rule
A-12. The Registration Manual notes that a signed written notice
must be uploaded as a PDF document and should include, among other
things, the regulatory agency that was notified and the date
notification was given. See MSRB Registration Manual at 13.
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The proposed rule change to add Supplementary Material .02, on
notification requirements, would specify that dealers that, after
initial registration, subsequently amend their registration status to
add municipal advisory activities as a line of business must provide
notice to FINRA or, as applicable, the FRB, FDIC, or OCC of the
dealer's intent to conduct the new business activity. This aligns with
the goal that the appropriate regulatory authority primarily
responsible for examining dealers' compliance with MSRB rules is
continuously kept abreast of such line of business changes that
subsequently add a new registration category for a firm post the
dealer's initial registration.\11\
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\11\ In instances where a FINRA-member firm may have initially
registered with the MSRB only as a municipal advisor (i.e., the firm
is not registered as a dealer firm with the MSRB) and then
subsequently amends its registration status to add the dealer
registration category and municipal securities business,
notification must be provided to FINRA and evidenced to the MSRB via
a Form A-12 amended filing.
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The proposed rule change also would streamline the process for a
dealer to inform the MSRB that the requisite notification was made.
Rather than creating a separate written statement, the proposed rule
change would require information relevant to the requisite notification
be provided on Form A-12. Specifically, rather than uploading a PDF
document, dealers will be required to input the requisite information
(the name of the person who is the firm's point of contact at the
registered
[[Page 78732]]
securities association or appropriate regulatory agency, the email
address where the notification was sent, the date of such notification
and the intended effective date the firm intends to begin engaging in
municipal securities and/or municipal advisory activities) directly
into proposed Form A-12.
The MSRB believes that removing the requirement to upload a PDF
would simplify completion of Form A-12 without diminishing the
information provided on the form. In addition, removing the PDF upload
requirement and replacing it with the requirement to provide the name
and contact information for a contact person at the registered
securities association or appropriate regulatory agency would provide
the MSRB with more fulsome and relevant information.
Succession Information
Presently, Rule A-12 does not require, and Form A-12 does not
collect, information about successor firms. The proposed rule change
would amend Rule A-12 to require regulated entities to provide, as
applicable, information on successor firms on Form A-12. The SEC's
applications for registration, Form MA, application for municipal
advisor registration; Form BD, application for broker-dealer
registration; and Form MSD, application for registration as a municipal
securities dealer all contain questions about successor registrations
that must be completed as part of the SEC registration process.\12\ As
SEC registration is a prerequisite to registration with the MSRB, the
collection of this information would align the collection of succession
information on Form A-12 with the SEC, which would provide more
comprehensive and complete registration information for the MSRB in
furtherance of regulatory consistency.
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\12\ See Form MA Item 3: Successions; Form BD Section III; Form
MSD Item 1(a).
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Proposed Form A-12 changes would capture the required new
succession information by including a question asking regulated
entities to identify whether it is a successor firm and if yes, to
provide the prior SEC and/or MSRB identification number(s) of the
predecessor firm. The MSRB believes that this information will support
the examination and enforcement activities of other regulators by
combining such information with other information on Form A-12 in one
convenient location accessible to such staff.
Appropriate Regulatory Agency
New subparagraph A-12(f) would be added to require a municipal
securities dealer to provide the name of the firm's appropriate
regulatory agency (i.e., OCC, FRB, or FDIC) and proposed Form A-12
changes would capture this information. This new requirement would
ensure that the MSRB is kept informed of the appropriate regulatory
agency that is responsible for examining the registrant's compliance
with MSRB rules and any changes thereto.
Designated Contacts
Pursuant to A-12(f), on designated contacts, registrants must
designate, on Form A-12, a primary regulatory contact, master account
administrator, billing contact, compliance contact, and primary data
quality contact.\13\ Registrants are required to provide the name,
title, address, phone number, and email address of each of these
designated contacts on Form A-12 and are permitted to designate one
individual for any or all the required contacts.
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\13\ Registrants may also provide an optional regulatory
contact, optional data quality contact and/or optional technical
contact.
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The proposed rule change does not alter any obligations of each of
the designated contacts, but promotes consistency across the regulatory
framework, and makes technical amendments to the rule to aid
registrants in the registration process. Specifically, the proposed
rule change would create a similar requirement as that under current
subparagraph A-12(f) for dealers by requiring the primary regulatory
contact \14\ of a municipal advisor firm (and optional regulatory
contact, if the firm opts to include this contact on Form A-12) to be a
duly qualified municipal advisor principal by having taken and passed
the ``Series 54.'' \15\ The proposed rule change is not establishing a
new regulatory or compliance obligation since persons associated with a
municipal advisor who are directly engaged in the management, direction
or supervision of the municipal advisory activities of the municipal
advisor and its associated persons have been required to be qualified
with the Series 54 since November 30, 2021. The proposed rule change is
solely specifying that the designated primary regulatory contact and,
if applicable, the optional regulatory contact, who are persons with
the authority to receive official communications from the Board are
qualified as a municipal advisor principal. Additionally, the proposed
rule change aligns with existing requirements for the primary
regulatory contact and optional regulatory contact, as applicable, of
dealers pursuant to Rule A-12(f).
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\14\ The primary regulatory contact is charged with receiving
official communications from the MSRB.
\15\ As of November 30, 2021, all individuals acting in the
capacity of a municipal advisor principal were required to become
duly qualified with the Series 54.
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The proposed amendments to current subparagraph A-12(f) would
result in the subparagraph being re-lettered as Rule A-12(g) and
current subparagraphs A-12(g)-(l) would be re-lettered to subparagraphs
(h)-(m).
Form A-12 Annual Affirmation
The proposed rule change to current subparagraph A-12(k), on Form
A-12 annual affirmation, would extend and set the dates for the annual
affirmation period. As a result, the current regulatory requirement,
which has the annual affirmation period beginning on January 1st and
ending 17 business days after that date each year, would be amended to
reflect an annual affirmation period that runs from January 1 to
January 31 each year. This proposed rule change would alleviate
confusion about the annual affirmation filing deadline and simplify the
affirmation obligation to provide more regulatory certainty for
registrants. Additionally, under this subparagraph, any regulated
entity that submits its initial Form A-12 during the annual affirmation
period would not be required to affirm Form A-12 during that period for
that calendar year. The proposed rule change would reduce regulated
entities' burdens and provide greater certainty in the filing
requirements by providing that any Form A-12 amendments made by
regulated entities during the month of January would be deemed an
annual affirmation.\16\
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\16\ The annual affirmation is required to be completed by the
designated primary regulatory contact, optional regulatory contact
or compliance contact.
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Other Form A-12 Changes
In addition to the Rule A-12 and accompanying Form A-12 changes
noted above, Form A-12 would include the revisions identified below.
<bullet> General Information regarding Registrant:
[cir] Name: The field for ``Name'' would be renamed to ``Firm's
Legal Name.''
[cir] Doing-Business-As (DBA) Name: The MSRB would add an optional
text field to Form A-12 for registrants to include a ``doing business
as'' name that may differ from the firm's legal name provided on Form
A-12.
<bullet> Types of Business Activity: Each registrant is presently
required to identify its types of business activities and multiple
activities may be selected.
[[Page 78733]]
The following reflects the proposed changes to the business activities
section of Form A-12 for the specified registration categories.
[cir] Broker/Dealer--Municipal Fund Securities: ``ABLE Program
Underwriting'' and ``ABLE Program Sales'' would be added to the list of
business activities from which to select.
[cir] Broker/Dealer--Other: If registrants select ``Alternate
Trading System'' from the existing list of business activities, a new
field ``SEC Form ATS has been filed'' would then be displayed.
Registrants to whom such business activity applies would check the box
affirming that the dealer is an SEC Form ATS filer.
2. Statutory Basis
The MSRB believes that the proposed rule change is consistent with
Section 15B(b)(2)) of the Act,\17\ which provides that the Board shall
propose and adopt rules to effect the purposes of the Exchange Act with
respect to transactions in municipal securities effected by brokers,
dealers, and municipal securities dealers and advice provided to or on
behalf of municipal entities or obligated persons by brokers, dealers,
municipal securities dealers, and municipal advisors with respect to
municipal financial products, the issuance of municipal securities, and
solicitations of municipal entities or obligated persons undertaken by
brokers, dealers municipal securities dealers, and municipal advisors.
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\17\ 15 U.S.C. 78o-4(b)(2).
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Section 15B(b)(2)(C) of the Act \18\ provides that the MSRB's rules
shall 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 municipal securities and municipal
financial products, 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.
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\18\ 15 U.S.C. 78o-4(b)(2)(C).
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The MSRB believes the proposed rule change is consistent with
Section 15B(b)(2)(C) of the Act \19\ because the proposed rule change
would remove impediments to and perfect the mechanism of a free and
open market by streamlining and simplifying the registration process
for new registrants and the annual affirmation process for existing
regulated entities. Similarly, the proposed rule change would remove
impediments by streamlining certain registration-related processes,
such as removing the PDF upload requirement and replacing it with a
requirement to complete requisite fields on Form A-12, which would be a
simpler and less onerous component of the MSRB registration process.
Additionally, the proposed rule change would promote just and equitable
principles of trade because reducing burdens in the registration
process and annual affirmation process would facilitate better and
timelier compliance with Rule A-12 without negatively impacting
investors, issuers, or the public interest. Moreover, the inclusion of
a few additional fields on Form A-12 would promote clarity and ease in
completing Form A-12 during the initial registration process and the
subsequent review, updating and affirming of such information thereby
removing impediments to a free and open municipal securities market by
creating a more efficient process.
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\19\ Id.
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The MSRB also believes that the proposed rule change is consistent
with Section 15B(b)(2)(L)(iv) of the Act,\20\ which requires that rules
adopted by the Board not impose a regulatory burden on small municipal
advisors that is not necessary or appropriate in the public interest
and for the protection of investors, municipal entities, and obligated
persons, provided that there is robust protection of investors against
fraud. The MSRB believes the proposed rule change is consistent with
Section 15B(b)(2)(L)(iv) \21\ because the proposed rule change would
clarify and simplify the registration process, as well as the annual
affirmation process, for all municipal advisors, including small
municipal advisors.
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\20\ 15 U.S.C. 78o-4(b)(2)(L)(iv).
\21\ Id.
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B. Self-Regulatory Organization's Statement on Burden on Competition
Section 15B(b)(2)(C) of the Act requires that MSRB rules be
designed not to impose any burden on competition not necessary or
appropriate in furtherance of the purposes of the Act.\22\ Section
15B(b)(2)(L)(iv) of the Act,\23\ requires that rules adopted by the
Board not impose a regulatory burden on small municipal advisors that
is not necessary or appropriate in the public interest and for the
protection of investors, municipal entities, and obligated persons,
provided that there is robust protection of investors against fraud.
The Board's policy on the use of economic analysis limits its
application regarding those rules for which the Board seeks immediate
effectiveness.\24\ The MSRB believes that on aggregate, with offsetting
impacts from various components, the proposed rule changes and proposed
Form A-12 changes would reduce the compliance burden for regulated
entities because the proposed rule change would clarify and simplify
the registration process, as well as the annual affirmation process,
for all municipal advisors, including small municipal advisors. Small
municipal advisors typically have fewer associated persons and, as a
result, their resources may be more limited, and the benefits of the
proposed rule change may provide smaller municipal advisors a greater
benefit given their limited resources. Finally, the proposed changes to
Form A-12 are designed to promote the collection of information from
all municipal advisors so that the MSRB and appropriate regulatory
authorities have more fulsome and useful information from the Form A-12
data submitted by registrants. Therefore, the proposed rule change
would not impose any burden on competition not necessary or appropriate
in furtherance of the purposes of the Exchange Act.
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\22\ 15 U.S.C. 78o-4(b)(2)(C).
\23\ 15 U.S.C. 78o-4(b)(2)(L)(iv).
\24\ Policy on the Use of Economic Analysis in MSRB Rulemaking,
available at <a href="http://msrb.org/Rules-and-Interpretations/Economic-Analysis-Policy.aspx">http://msrb.org/Rules-and-Interpretations/Economic-Analysis-Policy.aspx</a>.
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The proposed rule change would modify Rule A-12 and Form A-12 for
the purposes of reducing regulatory burdens, clarifying relevant
information, and enhancing usability for regulated entities. First, on
reducing regulatory burdens, the proposed rule change would extend the
annual affirmation period allowing regulated entities added time to
comply with the rule's requirements, and the proposed Form A-12 changes
are designed to reduce the complexity of the form format. Additionally,
regulatory burdens are reduced by simplification and clarification of
the regulatory requirement--that being making the annual affirmation
period the whole month of January (i.e., January 1 to January 31 of
each calendar year) rather than seventeen business days after January 1
of each calendar year. The proposed rule change would also streamline
the process of notification to the MSRB that the applicable appropriate
regulatory agency or registered securities association has been
notified of the regulated entities intent to engage in municipal
securities
[[Page 78734]]
and/or municipal advisor activities by removing the prescribed
requirement of uploading a PDF document. In place of a document upload
feature, Rule A-12 would require dealers to complete the requisite
fields on Form A-12 to fulfill the notification requirement.
Next, the proposed changes specific to Form A-12 would, among other
things, require municipal securities dealers to identity the
appropriate regulatory agency that is the firm's designated examining
authority.\25\ Also, proposed form changes would require registrants to
provide the information for any applicable predecessor firm as well as
optionally providing a ``doing business as'' name that differs from a
firm's legal name. All of the aforementioned required information
should be readily available to regulated entities and thus would not
impose much burden on regulated entities. Finally, on enhancing
usability, the proposed changes to Form A-12 would also provide clearer
language to improve form usability for regulated entities.
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\25\ For example, for municipal securities dealers, the
appropriate regulatory agency would be FDIC, OCC, or the FRB.
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Finally, with respect to the proposed rule change prescribing that
the primary regulatory contact and optional regulatory contact, as
applicable, be qualified with the Series 54, the proposed rule change
is not establishing a new regulatory nor compliance obligation for
municipal advisors. Individuals associated with a municipal advisor
firm who are directly engaged in the management, direction or
supervision of the municipal advisory activities of the municipal
advisor and its associated persons have been required to be qualified
with the Series 54 since November 30, 2021. Thus, the proposed rule
change is only specifying that the persons with the authority to
receive official communications from the Board are qualified as a
municipal advisor principal. Additionally, the proposed rule change
aligns with existing requirements for the primary regulatory contact
and optional regulatory contact, as applicable, of dealers pursuant to
Rule A-12(f).
The MSRB believes that the proposed rule change may improve the
operational efficiency of the municipal securities market by
eliminating complexity concerning the annual affirmation period,
modifying outdated requirements in the registration process, and
improving the usability of Form A-12. Additionally, the proposed rule
change would lead to providing more streamlined information to the SEC,
FINRA and other appropriate regulatory agencies. Finally, the MSRB
believes the proposed rule change would not impose any burden on
competition, as the proposed rule change is equally applicable to all
regulated entities. The MSRB does not believe that small, regulated
entities would be disadvantaged by the proposed rule change.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
Written comments were neither solicited nor received on the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Pursuant to Section 19(b)(3)(A) \26\ of the Act and Rule 19b-
4(f)(6) \27\ thereunder, the MSRB has designated the proposed rule
change as one that effects a change 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. A
proposed rule change filed under Rule 19b-4(f)(6) normally does not
become operative until 30 days after the date of filing.\28\ However,
Rule 19b-4(f)(6)(iii) \29\ permits the Commission to designate a
shorter time if such action is consistent with the protection of
investors and the public interest.\30\ The MSRB has requested that the
Commission designate the proposed rule change operative on January 1,
2023,\31\ as specified in Rule 19b-4(f)(6)(iii).\32\
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\26\ 15 U.S.C. 78s(b)(3)(A).
\27\ 17 CFR 240.19b-4(f)(6).
\28\ Id.
\29\ 17 CFR 240.19b-4(f)(6)(iii).
\30\ In addition, Rule 19b-4(f)(6)(iii) requires a self-
regulatory organization to give the Commission written notice of its
intent to file a proposed rule change, along with a brief
description and text of such proposed rule change, at least five
business days prior to the date of filing, or such shorter time as
designated by the Commission. The Commission has designated a
shorter time for delivery of such written notice.
\31\ See SR-MSRB-2022-10 available at <a href="https://msrb.org/sites/default/files/2022-12/SR-MSRB-2022-10.pdf">https://msrb.org/sites/default/files/2022-12/SR-MSRB-2022-10.pdf</a>.
\32\ 17 CFR 240.19b-4(f)(6)(iii).
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The MSRB notes that the proposed rule change would not
significantly alter the substantive or underlying regulatory
obligations of regulated entities, and would not require regulated
entities to make material changes to current procedures. The proposed
amendments are designed to reduce compliance burdens for regulated
entities by modernizing Rule A-12 and enhancing the usability of Form
A-12. The MSRB further believes that an operative date of January 1,
2023 would allow regulated entities to benefit from the enhancements to
Form A-12 and would promote regulatory consistency; as Form A-12 data
collected during the 2023 affirmation period will be consistent whether
a registrant completes the annual affirmation on January 1, 2023, or on
or after January 12, 2023 (i.e., 30 days from the date of the filing).
In addition, the MSRB notes that a January 1st effective date would
alleviate any confusion about when the annual affirmation period ends.
The Commission believes that waiving the 30-day operative delay is
consistent with the protection of investors and the public interest. An
operative date of January 1, 2023 will alleviate operational challenges
and confusion for regulated entities by allowing the proposed rule
change to become operative on the first day of the calendar year.
Accordingly, the Commission hereby waives the 30-day operative delay
specified in Rule 19b-4(f)(6)(iii) and designates the proposed rule
change to be operative on January 1, 2023.\33\
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\33\ For the purpose of waiving the 30-day operative delay for
this proposal, 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 necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.
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
<bullet> Use 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#7d0f081118501e1210101813090e3d0e181e531a120b"><span class="__cf_email__" data-cfemail="e391968f86ce808c8e8e868d9790a3908680cd848c95">[email protected]</span></a>. Please include
File Number SR-MSRB-2022-10 on the subject line.
Paper Comments
<bullet> Send paper comments in triplicate to Secretary, Securities
and Exchange
[[Page 78735]]
Commission, 100 F Street NE, Washington, DC 20549.
All submissions should refer to File Number SR-MSRB-2022-10. 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. 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-MSRB-2022-10 and should be submitted on
or before January 12, 2023.
For the Commission, pursuant to delegated authority.\34\
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\34\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2022-27783 Filed 12-21-22; 8:45 am]
BILLING CODE 8011-01-P
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</html>Indexed from Federal Register on December 22, 2022.
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.