[Federal Register Volume 86, Number 194 (Tuesday, October 12, 2021)]
[Notices]
[Pages 56741-56745]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[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 https://www.sec.gov.
    \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

     Use of 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-2021-04 on the subject line.

[[Page 56745]]

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-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 (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; 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


