[Federal Register Volume 83, Number 95 (Wednesday, May 16, 2018)]
[Notices]
[Pages 22726-22728]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-10378]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-83207; File No. SR-MSRB-2018-03]


Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule 
Change To Revise the Language of Certain Administrative Rules To 
Continue To Help Ensure That They Reflect MSRB Practices and Improve 
Consistency Among the Rules

May 10, 2018.
    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 May 1, 2018 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 240.19b-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 proposed amendments to MSRB Rule 
A-3, on membership on the Board, MSRB Rule A-4, on meetings of the 
Board, MSRB Rule A-5, on officers and employees of the Board, and MSRB 
Rule A-17, on confidentiality of examination reports, to revise the 
language of the rules to continue to help ensure that they reflect MSRB 
practices and improve consistency among the rules (collectively, the 
``proposed rule change''). The MSRB has designated the proposed rule 
change as being immediately effective upon filing pursuant to Section 
19(b)(3)(A)(iii) of the Act \3\ and Rule 19b-4(f)(3) \4\ thereunder. 
The proposed rule change is concerned solely with the administration of 
the MSRB in that it amends certain rules that relate exclusively to the 
internal operation of the Board.
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    \3\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \4\ 17 CFR 240.19b-4(f)(3).
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    The text of the proposed rule change is available on the MSRB's 
website at www.msrb.org/Rules-and-Interpretations/SEC-Filings/2018-Filings.aspx, at the MSRB's principal

[[Page 22727]]

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 MSRB has adopted administrative rules (``A-Rules'') that 
pertain to the operation and administration of the Board, which are 
identified by the prefix A.\5\ The MSRB routinely reviews its A-Rules 
for accuracy and adherence to governance best practices. As a result of 
a recent review of certain A-Rules, the MSRB is proposing to amend 
Rules A-3, A-4, A-5 and A17.
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    \5\ See MSRB Rule A-1.
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Rule A-3(b)(i)
    As part of its review of the A-Rules, the MSRB sought to improve 
internal consistency among its rules. The MSRB has adopted certain 
definitional rules which define terms used in the rules of the 
Board.\6\ Rule D-4 defines the term ``Board'' as the Municipal 
Securities Rulemaking Board, but in one instance Rule A-3(b)(i) refers 
to the ``Board of Directors.'' The proposed rule change would replace 
this reference to ``Board of Directors'' with the defined term 
``Board'' for consistency.
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    \6\ Id.
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Rule A-3(b)(iii) and (iv)
    Rule A-3(b)(iii) sets forth information regarding the Board 
application process, including the public notices which the Nominating 
and Governance Committee (``Committee'') publishes and the information 
that applicants must provide to the Committee. In describing the 
information that the Committee's public notice will require, Rule A-
3(b)(iii) references ``applicant recommendations.'' In practice, the 
Committee solicits applications through an application form completed 
by applicants.
    While applicants can recommend themselves and this phrasing is 
therefore not inaccurate, the proposed rule change would amend Rule A-
3(b)(iii) and (iv) to better reflect the manner in which the Board 
conducts the application process by replacing references to 
``recommendations'' with ``applications'' and making other conforming 
changes.
Rule A-3(d)
    During the review, the MSRB noted an obsolete cross-reference in 
Rule A-3(d), which stems from previous amendments to Rule A-3. 
Specifically, on January 25, 2011, the Commission approved amendments 
to former Rule A-3(c) (now Rule A-3(b)) \7\ to reflect changes made by 
the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 
(the ``Dodd-Frank Act''),\8\ which amended Section 15B of the Exchange 
Act.\9\ Subsection (vi) of the former Rule A-3(c) (now Rule A-3(b)) was 
deleted, which included a requirement that the public representatives 
on the Board, prior to assuming office, be subject to approval by the 
Commission to assure that they were not disqualified as public members 
by reason of association with a broker, dealer or municipal securities 
dealer. The deletion was made as the MSRB took the process of assuring 
public status upon itself.
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    \7\ Release No. 34-63764 (January 25, 2011), 76 FR 5417 (January 
31, 2011) (SR-MSRB-2010-17).
    \8\ Public Law 111-203, 124 Stat. 1376 (2010).
    \9\ 15 U.S.C. 78o-4.
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    At the time of this change, a cross-reference in another part of 
Rule A-3 to the Commission's approval function was inadvertently not 
deleted. This cross-reference is currently contained in Rule A-3(d), on 
vacancies, and it provides that vacancies on the Board with respect to 
public representatives are filled by Board vote, ``subject to the 
Commission's power of approval referred to in section (c) of [Rule A-3] 
. . . .'' As noted, however, after the 2011 amendments, there is no 
longer any Commission approval function for public representatives, as 
was previously described in Rule A-3(c). The cross-reference, 
therefore, has been without any effect. The proposed rule change would 
delete the obsolete cross-reference in Rule A-3(d).
Rule A-3(c) and (f)
    The Dodd-Frank Act grants the MSRB broad rulemaking authority over 
municipal advisors and municipal advisory activities \10\ and requires 
that the Board include at least one individual who is associated with 
and representative of municipal advisors (``municipal advisor 
representative'').\11\ As indicated above, the MSRB amended its A-Rules 
to reflect certain changes made by the Dodd-Frank Act. However, the 
more recent review of the A-Rules identified two provisions which refer 
generally to other Board member categories but have not been amended to 
address municipal advisor representatives.
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    \10\ See Section 15B(b)(2) of the Exchange Act (15 U.S.C. 78o-
4(b)(2)).
    \11\ Id. In addition, not less than 30 percent of the total 
number of regulated representatives must be municipal advisor 
representatives. MSRB Rule A-3 (Membership on the Board).
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    On July 29, 2009, an amendment to Rule A-3 became effective to add 
section (g) (now Rule A-3(f)), on affiliations, which prohibits two 
persons associated with the same dealer from serving as members of the 
Board at the same time.\12\ The same concerns that arise from two 
representatives of the same dealer serving on the Board at the same 
time could also arise with municipal advisor representatives and, 
accordingly, the rationale underlying Rule A-3(f) should apply evenly 
to all categories of regulated representatives. Thus, the proposed rule 
change would amend Rule A-3(f) also to address municipal advisors, such 
that two persons associated with the same municipal advisor would be 
prohibited from serving on the Board at the same time.
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    \12\ Release No. 34-60408 (July 30, 2009), 74 FR 39372 (August 
6, 2009) (SR-MSRB-2009-11).
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    Similarly, Rule A-3(c), which provides that an affirmative vote of 
two-thirds of the whole Board is needed to remove a member from office, 
requires that the vote to remove include the affirmative vote of at 
least one public representative, one broker-dealer representative and 
one bank representative. The rationale of this provision is to require 
the affirmative vote of at least one member of each Board category in 
the decision to remove a member. According to the same rationale, this 
provision should be extended also to require the affirmative vote of at 
least one municipal advisor representative to remove a Board member 
from office; thus, the proposed rule change would so amend Rule A-3(c).
Rule A-4(d), Rule A-5(c) and Rule A-17
    Lastly, the proposed rule change would amend certain provisions in 
Rules A-4, A-5 and A-17 to refer to the MSRB's most senior executive as 
``Chief Executive Officer'' instead of the current title of ``Executive 
Director'' due to an

[[Page 22728]]

intended alignment with other existing MSRB officer titles.
2. Statutory Basis
    The MSRB believes that the proposed rule change is consistent with 
the requirements of Section 15B(b)(2)(B) and (I) of the Act.\13\ 
Section 15B(b)(2)(B) provides that the MSRB's rules shall ``establish 
fair procedures for the nomination and election of members of the Board 
and assure fair representation in such nominations and elections of 
public representatives, broker dealer representatives, bank 
representatives, and advisor representatives.'' While the proposed rule 
change would not alter the MSRB's Board nomination or election process, 
it would help to continue to ensure that the MSRB's rules reflect that 
process.
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    \13\ 15 U.S.C. 78o-4(b)(2)(B) and 15 U.S.C. 78o-4(b)(2)(I).
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    Section 15B(2)(I) provides that the MSRB's rules shall provide for 
the operation and administration of the MSRB. The proposed rule change 
amends provisions of the A-Rules that relate to the operation and 
administration of the MSRB. The MSRB also believes that the proposed 
rule change will further enhance the Board's governance procedures by 
improving descriptions of the MSRB's practices and improving internal 
consistency.

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

    Section 15B(b)(2)(C) of the Act \14\ 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 does not impose any burden on 
competition not necessary or appropriate in furtherance of the purposes 
of the Act, in that the proposed rule change simply amends language in 
the A-Rules to continue to help ensure they reflect the MSRB's 
practices and improve consistency among MSRB rules.
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    \14\ 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 \15\ and paragraph (f) of Rule 19b-4 
thereunder.\16\ 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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    \15\ 15 U.S.C. 78s(b)(3)(A).
    \16\ 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 [email protected]. Please include 
File Number SR-MSRB-2018-03 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-2018-03. 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 (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 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 submissions. You should submit only information that 
you wish to make available publicly. All submissions should refer to 
File Number SR-MSRB-2018-03 and should be submitted on or before June 
6, 2018.
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    \17\ 17 CFR 200.30-3(a)(12).

    For the Commission, pursuant to delegated authority.\17\
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-10378 Filed 5-15-18; 8:45 am]
 BILLING CODE 8011-01-P


