
[Federal Register Volume 80, Number 244 (Monday, December 21, 2015)]
[Notices]
[Pages 79386-79387]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-31924]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76653; File No. SR-MSRB-2015-13]


Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule 
Change To Amend Forms G-37, G-37x and G-38t To Change the MSRB's 
Address on the Forms

December 15, 2015.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act'' or ``Exchange Act'') \1\ and Rule 19bb-4-4 thereunder,\2\ 
notice is hereby given that on December 4, 2015, the Municipal 
Securities Rulemaking Board (the ``MSRB'' or ``Board'') 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 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 240.19bb-4-4.
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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 to amend 
Forms G-37, G-37x and G-38t to change the MSRB's address on the forms 
(the ``proposed rule change''). The MSRB has designated the proposed 
rule change as concerned solely with the administration of the self-
regulatory organization under paragraph (f)(3) of Rule 19bb-4-4 under 
the Act,\3\ which renders the proposal effective upon receipt of this 
filing by the Commission. The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.
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    \3\ 17 CFR 240.19bb-4-4(f)(3).
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    The text of the proposed rule change is available on the MSRB's Web 
site at www.msrb.org/Rules-and-Interpretations/SEC-Filings/2015-Filings.aspx, 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
    As of December 14, 2015, the MSRB is re-locating its offices from 
1900 Duke Street, Suite 600, Alexandria, VA 22314, to 1300 I Street 
NW., Suite 1000, Washington DC 20005-3314 (the ``MSRB's new address''). 
Currently, brokers, dealers and municipal securities dealers 
(``dealers'') submitting Form G-37 or Form G-37x pursuant to MSRB Rule 
G-37, on political contributions and prohibitions on municipal 
securities business,\4\ or Form G-38t, pursuant to MSRB Rule G-38, on 
solicitation of municipal securities business,\5\ may submit these 
forms to the MSRB either electronically, via a web submission portal, 
or in paper form to the MSRB's address. The MSRB proposes to amend 
Forms G-37, G-37x and G-38t solely to change the address of the MSRB on 
the forms to reflect the MSRB's new address, so that dealers that mail 
any of the forms to the MSRB will be apprised by the form of the 
correct address.
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    \4\ Rule G-37 requires dealers to disclose to the MSRB on Form 
G-37 information about certain: Contributions to officials of an 
issuer; payments to political parties of states or political 
subdivisions; contributions to bond ballot campaigns; and 
information regarding municipal securities business with issuers.
    \5\ Rule G-38 prohibits dealers from making any direct or 
indirect payment to any person who is not an affiliated person of 
the dealer for a solicitation of municipal securities business on 
behalf of the dealer. Under Rule G-38(c), a limited exception exists 
for payments made with respect solely to solicitation activities 
undertaken prior to August 29, 2005 pursuant to a consultant 
agreement under former Rule G-38, if, among other things, the dealer 
submits to the MSRB Form G-38t setting forth certain information 
related to the consultant agreement.
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2. Statutory Basis
    The MSRB believes that the proposed rule change is consistent with 
Section 15B(b)(2)(C) of the Act,\6\ which provides that the MSRB's 
rules shall:
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    \6\ 15 U.S.C. 78o-4(b)(2)(C).

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, 
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municipal entities, obligated persons, and the public interest.

    The proposed rule change would amend Forms G-37, G-37x and G-38t 
solely to reflect the MSRB's new address that must be used by a dealer, 
as of and after December 14, 2015, if the dealer is submitting such 
forms to the MSRB in paper form, but would not amend, in any manner, 
the information that must be provided to the MSRB pursuant to Rule G-37 
and Rule G-38, as applicable. By updating the MSRB's address on Forms 
G-37, G-37x and G-38t, the proposed rule change will promote compliance 
with the reporting provisions of Rule G-37 and Rule G-38. As the MSRB 
makes all Form G-37, G-37x and G-38t submissions available to the 
public at no charge on its Electronic Municipal Market Access (EMMA) 
Web site, these provisions serve to give the market, including 
regulators, dealers, issuers and investors, transparency regarding the 
political contributions of dealers and the third-party solicitors 
compensated by dealers. Such transparency serves to combat quid pro quo 
corruption or the appearance thereof in connection with the awarding of 
municipal securities business and promote market integrity and a free 
and open municipal securities market. The reporting provisions also 
enhance the ability of the MSRB and other regulators to detect and 
deter fraudulent or manipulative acts and practices in connection with 
the awarding of municipal securities business. The proposed rule change 
will help ensure that dealers that elect to provide the applicable 
required form(s) to the MSRB in paper form are aware of the correct 
address to which they should send their information.

[[Page 79387]]

B. Self-Regulatory Organization's Statement on Burden on Competition

    Section 15B(b)(2)(C) of the Act \7\ 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 MSRB 
believes that the proposed rule change, which does not change, in any 
substantive respect, dealers' obligations to provide information 
required by any MSRB rule, does not impose any burden on competition 
not necessary or appropriate in furtherance of the Act. The proposed 
rule change merely technically amends Forms G-37, G-37x and G-38t to 
reflect the MSRB's new address.
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    \7\ 15 U.S.C. 78o-4(b)(2)(C).
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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

    The foregoing proposed rule change has become effective pursuant to 
Section 19(b)(3)(A) of the Act \8\ and paragraph (f) of Rule 19b-4 
thereunder.\9\ 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.
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    \8\ 15 U.S.C. 78s(b)(3)(A).
    \9\ 17 CFR 240.19b-4(f).
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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-MSRB-2015-13 on the subject line.

Paper Comments

     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-2015-13. 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 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-2015-13 and should be 
submitted on or before January 11, 2016.

    For the Commission, pursuant to delegated authority.\10\
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    \10\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-31924 Filed 12-18-15; 8:45 am]
BILLING CODE 8011-01-P


