[Federal Register Volume 87, Number 245 (Thursday, December 22, 2022)]
[Notices]
[Pages 78730-78735]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-27783]


-----------------------------------------------------------------------

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.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

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'').
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \4\ 15 U.S.C. 78s(b)(3)(A).
    \5\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    The text of the proposed rule change is available on the MSRB's 
website at https://msrb.org/2022-SEC-Filings, 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.
---------------------------------------------------------------------------

    \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 https://www.msrb.org/sites/default/files/MSRB-Registration-Manual.pdf.
---------------------------------------------------------------------------

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.
---------------------------------------------------------------------------

    \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 https://www.sec.gov/rules/sro/msrb/2014/34-71255.pdf; 
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 https://www.sec.gov/rules/sro/msrb/2014/34-71616.pdf.
---------------------------------------------------------------------------

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\
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \12\ See Form MA Item 3: Successions; Form BD Section III; Form 
MSD Item 1(a).
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \13\ Registrants may also provide an optional regulatory 
contact, optional data quality contact and/or optional technical 
contact.
---------------------------------------------------------------------------

    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).
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \16\ The annual affirmation is required to be completed by the 
designated primary regulatory contact, optional regulatory contact 
or compliance contact.
---------------------------------------------------------------------------

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.
     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.
     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.
---------------------------------------------------------------------------

    \17\ 15 U.S.C. 78o-4(b)(2).
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \18\ 15 U.S.C. 78o-4(b)(2)(C).
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \19\ Id.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \20\ 15 U.S.C. 78o-4(b)(2)(L)(iv).
    \21\ Id.
---------------------------------------------------------------------------

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.
---------------------------------------------------------------------------

    \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 http://msrb.org/Rules-and-Interpretations/Economic-Analysis-Policy.aspx.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \25\ For example, for municipal securities dealers, the 
appropriate regulatory agency would be FDIC, OCC, or the FRB.
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \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 https://msrb.org/sites/default/files/2022-12/SR-MSRB-2022-10.pdf.
    \32\ 17 CFR 240.19b-4(f)(6)(iii).
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \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).
---------------------------------------------------------------------------

    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

     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-2022-10 on the subject line.

Paper Comments

     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 (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 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\
---------------------------------------------------------------------------

    \34\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2022-27783 Filed 12-21-22; 8:45 am]
BILLING CODE 8011-01-P


