
[Federal Register Volume 81, Number 128 (Tuesday, July 5, 2016)]
[Notices]
[Pages 43687-43689]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-15759]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78186; File No. SR-MSRB-2016-08]


Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule 
Change Relating to the Content Outline for the Municipal Advisor 
Representative Qualification Examination (Series 50)

June 28, 2016.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ 
notice is hereby given that on June 15, 2016 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 MSRB has designated the proposed rule change as 
``constituting a stated policy, practice, or interpretation with 
respect to the meaning, administration, or enforcement of an existing 
rule'' under Section 19(b)(3)(A)(i) of the Act \3\ and Rule 19b-4(f)(1) 
thereunder,\4\ which renders the proposal effective upon receipt of 
this filing by the Commission.\5\ 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.
    \3\ 15 U.S.C. 78s(b)(3)(A)(i).
    \4\ 17 CFR 240.19b-4(f)(1).
    \5\ See also letter to Diane G. Klinke, General Counsel, MSRB, 
from Belinda Blaine, Associate Director, Division of Market 
Regulation, SEC, dated July 24, 2000, attached as Exhibit 3b.
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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 proposed revisions to the 
content outline for the Municipal Advisor Representative Qualification 
Examination (Series 50) (the ``proposed rule change''). The MSRB 
proposes to implement the revised Series 50 examination program on 
September 12, 2016. The proposed revisions to the content outline 
update the material to reflect changes to the laws, rules and 
regulations covered by the examination and to incorporate the functions 
and associated tasks currently performed by a Municipal Advisor 
Representative. As a result of recent changes to MSRB rules, revisions 
to the Series 50 content outline are necessary to indicate the current 
rule requirements and rule citations. In addition, the Board is 
proposing to make changes to the format of the content outline. The 
MSRB is not proposing in this filing any textual changes to its rules.
    The text of the proposed rule change is available on the MSRB's Web 
site at www.msrb.org/Rules-and-Interpretations/SEC-Filings/2016-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.

[[Page 43688]]

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

1. Purpose
    Section 15B(b)(2)(L)(iii) of the Act requires the MSRB to establish 
professional standards for municipal advisors.\6\ The Act further 
requires associated persons of municipal advisors to pass such 
examinations as the Board may establish to demonstrate that such 
individuals meet the standards as the Board finds necessary or 
appropriate in the public interest or for the protection of investors 
and municipal entities or obligated persons.\7\ A professional 
qualification examination is intended to determine whether an 
individual meets the MSRB's basic qualification standards for a 
particular registration category. The examination measures a 
candidate's knowledge of the business activities, as well as the 
regulatory requirements, including MSRB rules, SEC rules, rule 
interpretations and other federal law, applicable to a particular 
registration category.
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    \6\ 15 U.S.C. 78o-4(b)(2)(L)(iii).
    \7\ See Section 15B(b)(2)(A)(iii) of the Act, 15 U.S.C. 78o-
4(b)(2)(A)(iii).
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    MSRB Rule G-3(d) defines a municipal advisor representative as a 
natural person associated with a municipal advisor who engages in 
municipal advisory activities on the municipal advisor's behalf, other 
than a person performing only clerical, administrative, support or 
similar functions. Pursuant to MSRB Rule G-3(d), every Municipal 
Advisor Representative is required to pass the Municipal Advisor 
Representative Qualification Examination prior to acting in such 
capacity.
    The Series 50 examination will consist of 100 multiple-choice 
questions. Candidates are allowed 180 minutes to complete the 
examination.\8\ Consistent with other financial regulatory 
qualification examinations, candidates may receive (at the option of 
their firm) an informational breakdown of their performance on each 
section of the examination and their pass/fail status at the completion 
of the testing session. The passing score for the Series 50 examination 
is 71%.
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    \8\ Prior to beginning the examination, candidates will receive 
a tutorial on how to complete the computerized examination. 
Candidates will be given 30 minutes to complete the tutorial in 
addition to the 180 minutes allowed to complete the examination.
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Current Content Outline
    The Series 50 examination content outline has been prepared to 
assist municipal advisor representative candidates in preparing for the 
Series 50 examination and is available on the MSRB's Web site. The 
Series 50 examination content outline describes the following five 
topical sections comprising the examination:
    (1) Understanding SEC and MSRB Rules Regarding Municipal Advisors 
(12 questions);
    (2) Understanding Municipal Finance (35 questions);
    (3) Performing Issuer's Credit Analysis and Due Diligence (12 
questions);
    (4) Structuring, Pricing and Executing Municipal Debt Products (31 
questions); and
    (5) Understanding Requirements Related to the Issuance of Municipal 
Debt (10 questions).
    The reference materials section of the Series 50 examination 
content outline is intended to provide candidates with a list of 
resources, which when used in conjunction with the Series 50 
examination content outline, can assist candidates in preparing for the 
Series 50 examination. The reference materials were recommended by 
municipal advisors as having been helpful resources in carrying out the 
job functions of a municipal advisor. The reference materials are not 
intended to be all-inclusive, nor are the reference materials intended 
to specifically represent content that may be covered on the 
examination.
Proposed Revisions
    As a result of recent changes to MSRB rules, revisions to the 
Series 50 content outline are necessary to indicate the current rule 
requirements and rule citations. A summary of the changes to the 
content outline for the Series 50 examination, detailed by major topic 
headings, is provided below:
Introduction
     The passing score of 71% as approved by the Board was 
added to the introduction section of the outline.
Function 1: Understanding SEC and MSRB Rules Regarding Municipal 
Advisors
1.1.3 MSRB Rules Governing Activities of Municipal Advisors (e.g., 
Professional Qualification; Fiduciary Duty; Recordkeeping)
     The rule reference to ``MSRB Rule G-32 Disclosure in 
Connection with Primary Offerings'' is being removed from the outline.
     The rule reference to ``MSRB Rule G-20 Gifts, Gratuities, 
Non-Cash Compensation and Expenses of Issuance'' is being added to the 
content outline to reflect the applicability of Rule G-20 to municipal 
advisors.
     The rule reference to ``MSRB Rule G-37 Political 
Contributions and Prohibitions on Municipal Securities Business and 
Municipal Advisory Business'' is being added to the content outline to 
reflect the applicability of Rule G-37 to municipal advisors.
     The rule reference to ``MSRB Rule G-42 Duties of Non-
Solicitor Municipal Advisors'' is being added to the content outline to 
reflect the applicability of Rule G-42 to municipal advisors.
Function 2: Understanding Municipal Finance
2.1.5 Rating Agencies
     The reference to ``(major (three)'' rating agencies is 
being removed from the content outline.
Sample Questions
     Sample questions 2, 3, and 4 were replaced with updated 
sample questions.
2. Statutory Basis
    Section 15B(b)(2)(A) of the Act authorizes the MSRB to prescribe 
standards of training, experience, competence, and such other 
qualifications for associated persons of municipal advisors as the 
Board finds necessary or appropriate in the public interest or for the 
protection of investors and municipal entities or obligated persons.\9\ 
Section 15B(b)(2)(A)(i)-(iii) of the Act also provides that the Board 
may appropriately classify municipal advisors and persons associated 
with municipal advisors and require persons in any such class to pass 
tests prescribed by the Board.\10\
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    \9\ 15 U.S.C. 78o-4(b)(2)(A).
    \10\ 15 U.S.C. 78o-4(b)(2)(A)(i)-(iii).
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    The MSRB believes that the proposed rule change is consistent with 
the provisions of Section 15(B)(b)(2)(A) of the Act \11\ in that the 
revisions will ensure that certain key concepts and rules are tested on 
the Series 50 examination in order to test the competency of 
individuals seeking to qualify as Municipal Advisor Representatives 
with respect to their knowledge of MSRB rules and the municipal 
securities market.
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    \11\ 15 U.S.C. 78o-4(b)(2)(A).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The MSRB does not believe that the proposed rule change will result 
in any

[[Page 43689]]

burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act. The updated Series 50 
examination content outline aligns with the functions and associated 
tasks currently performed by Municipal Advisor Representatives and 
tests knowledge of the most current laws, rules, and regulations and 
skills relevant to those functions and associated tasks. As such, the 
proposed rule change would make the Series 50 examination more 
efficient and effective.

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 \12\ and paragraph (f)(1) of Rule 19b-4 
thereunder.\13\ 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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    \12\ 15 U.S.C. 78s(b)(3)(A).
    \13\ 17 CFR 240.19b-4(f)(1).
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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-2016-08 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-2016-08. 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-2016-08 and should be 
submitted on or before July 26, 2016.
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    \14\ 17 CFR 200.30-3(a)(12).

    For the Commission, pursuant to delegated authority.\14\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-15759 Filed 7-1-16; 8:45 am]
 BILLING CODE 8011-01-P


