Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing of a Proposed Rule Change To Amend MSRB Rule G-3, on Professional Qualification Requirements, To Require Municipal Advisor Principals To Become Appropriately Qualified by Passing the Municipal Advisor Principal Qualification Examination, 50708-50713 [2018-21782]
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50708
Federal Register / Vol. 83, No. 195 / Tuesday, October 9, 2018 / Notices
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–BOX–2018–32 and should
be submitted on or before October 30,
2018.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.17
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–21787 Filed 10–5–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Submission for OMB Review;
Comment Request
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
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Extension:
Form N–8B–2; SEC File No. 270–186, OMB
Control No. 3235–0186
Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.), the Securities
and Exchange Commission (the
‘‘Commission’’) has submitted to the
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request for extension of the previously
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discussed below.
Form N–8B–2 (17 CFR 274.12) is the
form used by unit investment trusts
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including UITs that are issuers of
periodic payment plan certificates and
UITs of which a management
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redemption of securities, the trustee or
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Each registrant subject to the Form N–
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8B–2 for its initial filing and does not
file post-effective amendments on Form
17 17
CFR 200.30–3(a)(12).
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N–8B–2.1 The Commission staff
estimates that approximately one
respondent files one Form N–8B–2
filing annually with the Commission.2
Staff estimates that the burden for
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total hour burden for the Form N–8B–
2 filing requirement therefore is 10
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The public may view the background
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directed to: (i) Desk Officer for the
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or by sending an email to: Shagufta_
Ahmed@omb.eop.gov; and (ii) Charles
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Mailbox@sec.gov. Comments must be
submitted to OMB within 30 days of
this notice.
Dated: October 3, 2018.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–21830 Filed 10–5–18; 8:45 am]
BILLING CODE 8011–01–P
1 Post-effective amendments are filed with the
Commission on the UIT’s Form S–6. Hence,
respondents only file Form N–8B–2 for their initial
registration statement and not for post-effective
amendments.
2 In 2015 the Commission received 3 filings,
while in 2016 and 2017, the Commission received
0 filings, respectively. The cumulative 3-year
average is, therefore, 1 filing per year.
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SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–84341; File No. SR–MSRB–
2018–07]
Self-Regulatory Organizations;
Municipal Securities Rulemaking
Board; Notice of Filing of a Proposed
Rule Change To Amend MSRB Rule G–
3, on Professional Qualification
Requirements, To Require Municipal
Advisor Principals To Become
Appropriately Qualified by Passing the
Municipal Advisor Principal
Qualification Examination
October 2, 2018.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Exchange Act’’ or ‘‘Act’’) 1 and Rule
19b–4 thereunder,2 notice is hereby
given that on September 19, 2018 the
Municipal Securities Rulemaking Board
(the ‘‘MSRB’’ or ‘‘Board’’) filed with the
Securities and Exchange Commission
(the ‘‘SEC’’ or ‘‘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.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The MSRB filed with the Commission
a proposed rule change to amend Rule
G–3, on professional qualification
requirements, to (i) require persons who
meet the definition of a municipal
advisor principal, as defined under Rule
G–3(e)(i), to pass the Municipal Advisor
Principal Qualification Examination
(‘‘Series 54 examination’’) in order to
become appropriately qualified as a
municipal advisor principal; (ii) specify
that such persons who cease to be
associated with a municipal advisor for
two or more years at any time after
having qualified as a municipal advisor
principal must requalify by examination
unless a waiver is granted; (iii) add the
Series 54 examination to the list of
qualification examinations for which a
waiver can be sought; (iv) provide that
municipal advisor representatives may
function as a principal for 120 calendar
days without being qualified with the
Series 54 examination; and (v) make a
technical amendment to Rule G–3(e) to
clarify that a municipal advisor
principal must pass the Municipal
Advisor Representative Qualification
Examination (‘‘Series 50 examination’’)
as a prerequisite to becoming qualified
1 15
2 17
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U.S.C. 78s(b)(1).
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as a municipal advisor principal
(collectively the ‘‘proposed rule
change’’). The MSRB requests that the
proposed rule change become effective
30 days from the date of SEC approval.
The text of the proposed rule change
is available on the MSRB’s website at
www.msrb.org/Rules-andInterpretations/SEC-Filings/2018Filings.aspx, at the MSRB’s principal
office, and at the Commission’s Public
Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
MSRB included statements concerning
the purpose of and basis for the
proposed rule change and discussed any
comments it received on the proposed
rule change. The text of these statements
may be examined at the places specified
in Item IV below. The MSRB has
prepared summaries, set forth in
Sections A, B, and C below, of the most
significant aspects of such statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
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1. Purpose
The MSRB is charged with setting
professional qualification standards for
municipal advisors. Section
15B(b)(2)(A) of the Act authorizes the
MSRB to prescribe ‘‘standards of
training, experience, competence, and
such other qualifications as the Board
finds necessary or appropriate in the
public interest or for the protection of
investors and municipal entities or
obligated persons.’’ 3 Additionally,
Sections 15B(b)(2)(A)(i) 4 and
15B(b)(2)(A)(iii) 5 of the Act also provide
that the Board may appropriately
classify associated persons of dealers
and municipal advisors and require
persons in any such class to pass tests
prescribed by the Board. The
examinations are intended to determine
whether an individual meets the
MSRB’s qualification standards for a
particular qualification category. More
specifically, the MSRB’s professional
qualification examinations measure a
candidate’s knowledge of the business
activities, as well as the regulatory
requirements, including MSRB rules
and federal laws.
3 See
15 U.S.C. 78o–4(b)(2)(A).
15 U.S.C. 78o–4(b)(2)(A)(i).
5 See 15 U.S.C. 78o–4(b)(2)(A)(iii).
4 See
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Background
In connection with its statutory
mandate, beginning Spring 2014, the
MSRB set out on a multi-year effort to
establish professional qualification
requirements for municipal advisor
professionals. The MSRB published
Notice 2014–08 6 seeking comment on a
proposal to, among other things,
establish qualification classifications for
municipal advisor professionals; and to
require that municipal advisor
professionals engaging in municipal
advisory activities and those engaging in
the management, direction or
supervision of a firm’s municipal
advisory activities pass the Municipal
Advisor Representative Qualification
Examination (‘‘Series 50 examination’’)
to be qualified in accordance with
MSRB rules. The MSRB stated at that
time, at a later date, it would consider
a qualification examination for
municipal advisor principals.7 Also, the
MSRB noted, ‘‘[i]f such an examination
is proposed, it is expected that each
municipal advisor principal would, as a
prerequisite, be required to pass the
municipal advisor representative
qualification examination before taking
the municipal advisor principal
qualification examination.’’ 8 On
February 26, 2015, among other things,
the SEC approved amendments to Rule
G–2 to require that no municipal
advisor shall engage in municipal
advisory activities unless such
municipal advisor is qualified in
accordance with MSRB rules; and
approved Rules G–3(d)(i) and (e)(i) to
create two new qualification
classifications for municipal advisors:
Municipal advisor representative 9 and
municipal advisor principal 10 and to
require persons meeting the definition
of a municipal advisor representative
and/or municipal advisor principal to
pass the Series 50 examination.11 In
6 See MSRB Notice 2014–08 (Request for
Comment on Establishing Professional Qualification
Requirements for Municipal Advisors) (March 17,
2014).
7 Id.
8 Id.
9 Under Rule G–3(d) a ‘‘municipal advisor
representative’’ is defined 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.’’
10 Under Rule G–3(e) a ‘‘municipal advisor
principal’’ is defined as ‘‘a natural person
associated with a municipal advisor who is
qualified as a municipal advisor representative and
is directly engaged in the management, direction or
supervision of the municipal advisory activities of
the municipal advisor and its associated persons.’’
11 See Exchange Act Release No. 74384 (February
26, 2015), 80 FR 11706 (March 4, 2015) (SR–MSRB–
2014–08) (Notice of Filing of Amendment No. 1 and
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50709
addition, as amended, each municipal
advisor would be required to designate
at least one individual as a municipal
advisor principal who would be
responsible for supervising the
municipal advisory activities of the
municipal advisor and its associated
persons.12
In the 2014 filing,13 the MSRB
addressed the development of a
principal-level examination in response
to a commenter’s recommendation 14
that the MSRB should make a
supervisor examination available before,
or simultaneously with the
representative examination and
eliminate the need for a supervisor to
take both examinations. The MSRB
articulated that it was ‘‘important that
the representative examination be
introduced prior to any principal
examination because the
[representative] examination would
determine the basic competency of
those individuals who are engaged in
municipal advisory activity.’’ 15 More
importantly, the MSRB noted, and has
continued to communicate to municipal
advisor professionals that the MSRB
would consider an examination for
principals at a later date.
Now that the MSRB has concluded
the launch of the Series 50 examination
and the one-year grace period has
ended 16 for municipal advisor
representatives and municipal advisor
principals to pass the Series 50
examination while continuing to engage
in municipal advisory activities and the
supervision of municipal advisory
activities, the MSRB is in the process of
Amendment No. 2 and Order Granting Accelerated
Approval).
12 Rule G–44 sets forth the obligation of
municipal advisor principals to supervise the
municipal advisory activities of the municipal
advisor and its associated persons to ensure
compliance with applicable securities laws and
regulations, including applicable Board rules.
13 See Exchange Act Release No. 73708
(December 1, 2014), 79 FR 72225 (December 5,
2014) (SR–MSRB–2014–08) (Notice of Filing of a
Proposed Rule Change).
14 On March 17, 2014, the MSRB published a
request for public comment on establishing
professional qualification requirements for
municipal advisors. See supra note 6. In response,
the MSRB received thirty-five comment letters. One
commenter recommended the MSRB make available
a principal-level examination before the
representative-level examination. See Letter from
Linda Fan, Managing Partner, Yuba Group to
Ronald Smith, Corporate Secretary, Municipal
Securities Rulemaking Board (April 28, 2014).
15 See supra note 13.
16 The MSRB proposed a one-year grace period
for municipal advisor representatives and
municipal advisor principals to satisfy the
qualification requirements pursuant to Rule G–3 in
order to provide an orderly transition to the new
qualification requirements. See supra note 13.
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formalizing the development of a
principal-level examination.
Proposed Amendments
The MSRB is proposing to adopt Rule
G–3(e)(ii)(A) to establish additional
qualification requirements for
municipal advisor principals.
Specifically, the proposed amendments
would require those who meet the
definition of a municipal advisor
principal, as defined under Rule G–
3(e)(i), (i.e., persons engaged in the
management, direction or supervision of
the municipal advisory activities of the
municipal advisor and its associated
persons) to pass both the Series 50
examination and Series 54 examination
prior to becoming qualified as a
municipal advisor principal.
Additionally, the proposed amendments
to Rule G–3(e)(ii) would also prescribe
that the passing score shall be
determined by the Board. The
establishment of qualification
requirements for municipal advisor
principals would assist in ensuring that
such persons have a specified level of
competency that is appropriate in the
public interest and for the protection of
investors, and municipal entities and
obligated persons. Additionally, the
establishment of the Series 54
examination is consistent with the
intent of the establishment of the Series
50 examination ‘‘to mitigate problems
associated with advice provided by
those individuals without adequate
training or qualifications,’’ in that
municipal advisor principals should be
appropriately qualified to supervise
such activities of municipal advisor
representatives.17
Proposed Rule G–3(e)(ii)(B) would
require any person qualified as a
municipal advisor principal who ceases
to be associated with a municipal
advisor for two or more years at any
time after having qualified as a
municipal advisor principal to requalify
by examination by passing both the
Series 50 examination and Series 54
examination prior to becoming qualified
as a municipal advisor principal, unless
a waiver is granted pursuant to Rule G–
3(h)(ii), on waiver of qualification
requirements.18 Accordingly, the MSRB
is proposing to amend Rule G–3(h)(ii)
and Supplementary Material .02 to
provide that the MSRB will consider
waiving the qualification requirements
of a municipal advisor principal in
extraordinary cases where the applicant
was previously qualified as a municipal
17 See
supra note 13.
Board will review waiver requests on their
individual merits, taking into consideration
relevant facts presented by an applicant.
18 The
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advisor principal by passing both the
Series 50 examination and Series 54
examination and the person’s
qualification lapsed. Proposed Rule G–
3(e)(ii)(C) would allow a municipal
advisor principal to be designated a
municipal advisor principal and to
function in that capacity for a period of
120 calendar days without having
passed the Series 54 examination.19
The MSRB is also proposing a
technical amendment to Rule G–3(e)(i),
on definitions, to establish as a separate
rule provision, and to clarify, that
qualification as a municipal advisor
representative is a prerequisite to
obtaining qualification as a municipal
advisor principal. The MSRB is also
proposing a technical amendment to
renumber the rule provisions under
Rule G–3(e).
A more detailed summary of the
Series 54 examination under
development is outlined below.
Development of the Municipal Advisor
Principal Qualification Examination
The MSRB believes that professional
qualification examinations, such as the
Series 50 examination and Series 54
examination, are established means for
determining the competency of
individuals in a particular qualification
classification. The MSRB has, in
consultation with the MSRB’s
Professional Qualification Advisory
Committee, developed the Series 54
examination to ensure that a person
seeking to qualify as a municipal
advisor principal satisfies a specified
level of competency and knowledge by
measuring a candidate’s ability to apply
the applicable federal securities laws,
including MSRB rules to the municipal
advisory activities of a municipal
advisor. The MSRB has adhered to
recognized test development standards
by performing a job study to determine
the appropriate topics to be covered and
weighting of such topics on the Series
19 On June 8, 2018, the MSRB filed a proposed
rule change with the SEC for immediate
effectiveness, which, in part, extends the period
from 90 calendar days to 120 calendar days for
municipal securities representatives to function in
a principal capacity without passing a principal
examination as long as the municipal securities
representative has at least 18 months of experience
within the five-year period immediately preceding
the designation as a principal. The MSRB is not
extending this experience requirement to a
municipal advisor representative in order to
function as a municipal advisor principal for 120
calendar days because, given the typical size of a
municipal advisor firm, coupled with the newness
of the qualification classifications and development
of professional qualification requirements for
municipal advisor professionals, such a
requirement could pose an undue burden on a
municipal advisor’s operational needs.
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54 examination.20 From October 17,
2017 through November 7, 2017, the
MSRB conducted a job study of
municipal advisor principals via a webbased survey. The job study was sent to
the primary and optional regulatory
contacts at over 500 municipal advisors,
representing every municipal advisor
with at least one person qualified with
the Series 50 examination. The MSRB
received 212 responses to the job study,
representing data from municipal
advisor principals from different-sized
municipal advisors in different areas of
the country.
The MSRB will announce the
effective date of the permanent Series 54
examination at a later date in an MSRB
Notice published on MSRB.org.21
However, in advance of the permanent
version of the Series 54 examination,
the MSRB anticipates conducting a pilot
of the Series 54 examination, the results
of which will be used to determine the
passing score for the permanent Series
54 examination. Prior to the launch of
the pilot version of the Series 54
examination, the MSRB will file a
content outline with the SEC describing:
The topics on the examination; the
percentage of the examination devoted
to each topic area; and the number of
questions that will appear on the
examination. The content outline will
also contain sample examination
questions and a list of reference
materials to assist individuals in
preparation for the examination. To
provide persons who function as
municipal advisor principals with
sufficient time to satisfy the new
qualification requirement, consistent
with the implementation process for the
Series 50 examination, the MSRB
proposes a one-year grace period from
the effective date of the Series 54
examination for such persons to pass
the examination and become
appropriately qualified as municipal
advisor principals. During this one-year
grace period, a person functioning as a
municipal advisor principal would be
permitted to continue to engage in the
management, direction or supervision of
the municipal advisory activities of the
municipal advisor and its associated
persons so long as such person is
qualified with the Series 50
examination. This one-year grace period
20 A job study is an assessment of the essential
skills that are required to complete a particular
function and is used as a basis for defining relevant
or suitable content for exam questions and in
preparing exam specifications, which refer to the
emphasis or weight given to topic areas within an
examination.
21 The effective date of the Series 54 examination
will be the date the Series 54 examination becomes
permanently available.
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is designed to ensure that those persons
functioning as a municipal advisor
principal can prepare for and pass the
Series 54 examination without causing
considerable disruption to the business
of the municipal advisor. After the oneyear grace period, a municipal advisor
representative would only be permitted
to function in the capacity of a
municipal advisor principal, after being
so designated, for a period of 120 days
without being a qualified municipal
advisor principal.
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Grandfathering
Consistent with the requirement that
all municipal advisor representatives
and municipal advisor principals pass
the Series 50 examination, the proposed
rule change would require those who
meet the definition of a municipal
advisor principal, as defined under Rule
G–3(e), to pass the Series 54
examination regardless of whether such
persons have passed other MSRB or
MSRB-recognized examinations (such as
the Series 53 or Series 24). The MSRB
does not intend to waive the principallevel requirement or grandfather
individuals who have passed such other
examinations or who have experience in
functioning in a supervisory capacity.
The MSRB believes that, as consistent
with the professional qualification
standards for the municipal advisor
representative-level examination, each
municipal advisor principal should
demonstrate a specified level of
competency of the regulatory
requirements and application thereof to
the municipal advisory activities of a
municipal advisor by passing a
principal-level examination.
2. Statutory Basis
The MSRB believes that the proposed
rule change is consistent with Section
15B(b)(2)(A) of the Act,22 which
authorizes the MSRB to prescribe
‘‘standards of training, experience,
competence, and such other
qualifications as the Board finds
necessary or appropriate in the public
interest or for the protection of investors
and municipal entities or obligated
persons’’ and Sections 15B(b)(2)(A)(i) 23
and 15B(b)(2)(A)(iii) 24 of the Act, which
provides that the Board may
appropriately classify associated
persons of dealers and municipal
advisors and require persons in any
such class to pass tests prescribed by the
Board. Professional qualification
examinations are an established means
for demonstrating that municipal
U.S.C. 78o–4(b)(2)(A).
U.S.C. 78o–4(b)(2)(A)(i).
24 15 U.S.C. 78o–4(b)(2)(A)(iii).
advisor professionals possess the
specified level of competency necessary
to engage in or supervise municipal
advisory activities. The proposed
amendments to Rule G–3(e) to require
municipal advisor principals to pass the
Series 54 examination, and the
requirement to pass the Series 50
examination as a prerequisite to the
Series 54 examination, is in furtherance
of establishing professional qualification
standards. The MSRB’s professional
qualification examinations are designed
to measure knowledge of the business
activities and the regulatory
requirements under the federal
securities laws, including MSRB rules,
applicable to a particular qualification
classification, which is in furtherance of
this provision of the Act.
The MSRB also believes the proposed
amendments are in accordance with
Section 15B(b)(2)(C) of the Act,25 which
requires, among other things, that MSRB
rules ‘‘be designed to prevent fraudulent
and manipulative acts and practices, to
promote just and equitable principles of
trade, . . . and, in general, to protect
investors, municipal entities, obligated
persons, and the public interest . . .’’
The MSRB notes that requiring
municipal advisor principals to pass the
Series 54 examination will protect
investors, municipal entities and
obligated persons by ensuring
municipal advisor principals
demonstrate a specified level of
competency of the regulatory
requirements and application thereof to
the municipal advisor’s municipal
advisory activities by passing a
principal qualification examination.
Additionally, the proposed rule change
furthers the stated objective of Section
15B(b)(2)(C) of the Act to foster the
prevention of fraudulent practices by
enhancing the overall professional
qualification standards of municipal
advisor principals—recognizing the
important role proper supervision of a
municipal advisor’s activities and that
of its associated persons play in the
protection of the municipal securities
market.
Additionally, Section 15B(b)(2)(L)(iv)
of the Act, requires that MSRB rules 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.26
The MSRB believes that the proposed
rule change is consistent with Section
15B(b)(2)(L)(iv) of the Act in that, while
22 15
23 15
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26 15
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U.S.C. 78o–4(b)(2)(C).
U.S.C. 78o–4(b)(2)(L)(iv).
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the proposed rule change would affect
all municipal advisors, including small
municipal advisors, the regulatory
burden that results is necessary and
appropriate in order to establish the
specified level of competence of those
individuals engaged in the management,
direction or supervision of the
municipal advisory activities of a
municipal advisor and its associated
persons. Furthermore, the MSRB
believes that establishing a specified
level of competence is necessary for the
protection of investors, municipal
entities, and obligated persons in that
such competence promotes compliance
with the rules and regulations governing
the conduct of municipal advisors.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
Section 15B(b)(2)(C) of the Act 27
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. In determining
whether this standard has been met, the
MSRB has been guided by the Board’s
adopted policy to more formally
integrate economic analysis into the
rulemaking process. In accordance with
this policy, the Board has evaluated the
potential impacts of the proposed rule
change, including in comparison to
reasonable alternative regulatory
approaches.28 The MSRB does not
believe that the proposed rule change
would impose any burden on
competition not necessary or
appropriate in furtherance of the
purposes of the Act. The MSRB
currently requires any natural person
associated with a municipal advisor
who intends to engage in municipal
advisory activities on behalf of the
municipal advisor and those who
supervise the municipal advisory
activities of the municipal advisor to
pass the Series 50 examination prior to
being qualified as a municipal advisor
representative and a municipal advisor
principal, respectively.
As previously indicated, once the
Series 54 examination is permanently
available, a municipal advisor principal
will be required to pass both the Series
50 examination and Series 54
examination prior to becoming qualified
as a municipal advisor principal. The
27 15
U.S.C. 78o–4(b)(2)(C).
on the Use of Economic Analysis in
MSRB Rulemaking is available at https://msrb.org/
Rules-and-Interpretations/Economic-AnalysisPolicy.aspx. In evaluating whether there was a
burden on competition, the Board was guided by its
principles that required the Board to consider costs
and benefits of a rule change, its impact on capital
formation and the main reasonable alternative
regulatory approaches.
28 Policy
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Series 54 examination is intended to
determine whether a municipal advisor
principal meets a specified level of
competency. The main benefit of the
Series 54 examination is to ensure
protection of municipal entities and
obligated persons who employ
municipal advisors to engage in
municipal advisory activities on their
behalf—the benefits which should
accumulate over time. The
establishment of the Series 54
examination as a professional
qualification requirement for municipal
advisor principals is in furtherance of
the mandate to protect municipal
entities and obligated persons by
requiring that individuals engaged in
the management, direction or
supervision of the municipal advisory
activities of a municipal advisor and its
associated persons demonstrate a
specified level of competence of the
rules and regulations governing such
municipal advisory activities. The
establishment of professional
qualification standards effectively will
serve to benefit municipal advisors as
such standards for municipal advisor
principals are designed to ensure that
any person that supervises, manages or
directs the municipal advisory activities
of a municipal advisor and its
associated persons understands the
application of the federal securities laws
to a municipal advisor’s municipal
advisory activities in order to safeguard
the municipal advisor from conduct that
would violate the federal securities
laws.
The MSRB recognizes that municipal
advisors would incur programmatic
costs associated with the proposed
Series 54 examination requirement,
including costs to meet standards of
training, experience and competence.29
Currently, the number of municipal
advisor professionals who have passed
the Series 50 examination and are
associated persons of municipal
advisors is about 3,360. Based on the
number of registered municipal advisors
and associated persons currently
qualified with the Series 50 examination
to act in the capacity of a municipal
advisor principal, the MSRB estimates
that 650 persons will likely take the
Series 54 examination. The MSRB also
estimates the total costs incurred for
taking the examination should be no
more than $715 per each municipal
advisor principal.30 Therefore, the
29 As with the Series 50 examination, the costs of
preparing for and taking the proposed Series 54
examination would be incurred only once for each
municipal advisor principal, assuming the principal
passed the examination on the first occasion.
30 This total estimated amount includes $265 to
take the examination and $450 to obtain study
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19:13 Oct 05, 2018
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estimated total costs to the industry to
implement the proposed Series 54
examination would be around $465,000.
The Act provides that MSRB rules
may 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.31 The MSRB is sensitive to the
potential impact the regulatory
requirements contained in the proposed
rule change may have on small
municipal advisors and recognizes that
the cost of complying with the
requirements of the proposed rule
change may be proportionally higher for
certain small firms as the incremental
cost associated with the qualification
examination requirement may represent
a greater percentage of annual revenues
for a small firm. To avoid potential
disruption to a municipal advisor’s
business activities, which could impact
revenue, the proposed rule change
would provide a one-year grace period
for persons to prepare for and pass the
Series 54 examination, thus allowing
small municipal advisors the flexibility
to plan around existing and ongoing
business engagements. Furthermore, the
cost for a small municipal advisor of
having an associated person prepare for
and take the Series 54 examination
would be incurred only once for each
municipal advisor principal, assuming
such person(s) passed the examination
on the first occasion. Accordingly, the
MSRB believes that the proposed rule
change is consistent with the Act.
The MSRB has considered whether it
is possible that the costs associated with
preparing for and taking the municipal
advisor principal-level qualification
examination, could possibly affect the
competitive landscape by leading some
municipal advisory firms and principals
to exit the market, curtail their activities
or consolidate with other firms.32
However, the market for municipal
advisory services is likely to remain
competitive despite the potential exit of
some municipal advisors (including
materials to prepare for the examination. Based on
MSRB’s research, the study material/package prices
for the Series 50 examination currently range from
$90 to $450, depending on the vendors. To be
conservative, the MSRB chose the highest amount
for the cost estimate to prepare for and take the
proposed Series 54 examination.
31 15 U.S.C. 78o–4(b)(2)(L)(iv).
32 For example, some municipal advisors may
determine to consolidate with other municipal
advisors in order to benefit from economies of scale
rather than to incur separately the costs associated
with the proposed rule change. Others may exit the
market, rather than incurring the cost of preparing
for and taking a qualification examination.
PO 00000
Frm 00082
Fmt 4703
Sfmt 4703
small entity municipal advisors),
consolidation of municipal advisors, or
deterrence of new entrants into the
market. A recent study by Bergstresser
and Luby (July 2018) on the landscape
of the municipal advisory services in
the post Dodd-Frank Act era found that
while the number and types of
municipal advisors have changed over
the last few years, the number of
municipal advisor professionals has
remained steady.33 It appears that
municipal entities and obligated
persons are still being serviced by a
similar-sized universe of active
municipal advisory professionals even
as the name and location of the firms
that they have worked at may have
changed.
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.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of
publication of this notice in the Federal
Register or within such longer period of
up to 90 days (i) as the Commission may
designate if it finds such longer period
to be appropriate and publishes its
reasons for so finding or (ii) as to which
the self-regulatory organization
consents, the Commission will:
(A) By order approve or disapprove
such proposed rule change, or
(B) institute proceedings to determine
whether the proposed rule change
should be disapproved.
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 (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
MSRB–2018–07 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549.
33 https://www.brookings.edu/wp-content/
uploads/2018/04/Berg-Luby-2018-20180716.pdf.
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Federal Register / Vol. 83, No. 195 / Tuesday, October 9, 2018 / Notices
All submissions should refer to File
Number SR–MSRB–2018–07. 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 (https://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–2018–07 and should
be submitted on or before October 30,
2018.
For the Commission, pursuant to delegated
authority.34
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–21782 Filed 10–5–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Submission for OMB Review;
Comment Request
amozie on DSK3GDR082PROD with NOTICES1
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
Extension:
Rule 17f–1(b); SEC File No. 270–028, OMB
Control No. 3235–0032
Notice is hereby given that pursuant
to the Paperwork Reduction Act of 1995
(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the
34 17
CFR 200.30–3(a)(12).
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Securities and Exchange Commission
(‘‘Commission’’) has submitted to the
Office of Management and Budget
(‘‘OMB’’) a request for approval of
extension of the previously approved
collection of information provided for in
Rule 17f–1(b) (17 CFR 240.17f–1(b)),
under the Securities Exchange Act of
1934 (15 U.S.C. 78a et seq.).
Under Rule 17f–1(b) under the
Exchange Act, approximately 10,000
entities in the securities industry are
registered in the Lost and Stolen
Securities Program (‘‘Program’’).
Registration fulfills a statutory
requirement that entities report and
inquire about missing, lost, counterfeit,
or stolen securities. Registration also
allows entities in the securities industry
to gain access to a confidential database
that stores information for the Program.
The Commission staff estimates that
10 new entities will register in the
Program each year. The staff estimates
that the average number of hours
necessary to comply with Rule 17f–1(b)
is one-half hour. Accordingly, the staff
estimates that the total annual burden
for all participants is 5 hours (10 × onehalf hour). The Commission staff
estimates that compliance staff work at
subject entities results in an internal
cost of compliance, at an estimated
hourly wage of $283, of $141.50 per year
per entity (.5 hours × $283 per hour =
$141.50 per year). Therefore, the
aggregate annual internal cost of
compliance is approximately $1,415
($141.50 × 10 = $1,415).
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
under the PRA unless it displays a
currently valid OMB control number.
The public may view background
documentation for this information
collection at the following website:
www.reginfo.gov. Comments should be
directed to: (i) Desk Officer for the
Securities and Exchange Commission,
Office of Information and Regulatory
Affairs, Office of Management and
Budget, Room 10102, New Executive
Office Building, Washington, DC 20503,
or by sending an email to: Shagufta_
Ahmed@omb.eop.gov; and (ii) Charles
Riddle, Acting Director/Chief
Information Officer, Securities and
Exchange Commission, c/o Candace
Kenner, 100 F Street NE, Washington,
DC 20549, or by sending an email to:
PRA_Mailbox@sec.gov. Comments must
be submitted to OMB within 30 days of
this notice.
PO 00000
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50713
Dated: October 3, 2018.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–21833 Filed 10–5–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–84343; File No. SR–ICEEU–
2018–013]
Self-Regulatory Organizations; ICE
Clear Europe Limited; Notice of Filing
and Immediate Effectiveness of a
Proposed Rule Change Relating to
F&O Risk Policies
October 2, 2018.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on
September 18, 2018, ICE Clear Europe
Limited (‘‘ICE Clear Europe’’) filed with
the Securities and Exchange
Commission (‘‘Commission’’) the
proposed rule changes described in
Items I, II, and III below, which Items
have been prepared primarily by ICE
Clear Europe. ICE Clear Europe filed the
proposed rule changes pursuant to
Section 19(b)(3)(A) of the Act,3 and Rule
19b–4(f)(4)(ii) thereunder,4 so that the
proposal was immediately effective
upon filing with the Commission. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Clearing Agency’s Statement of the
Terms of Substance of the Proposed
Rule Change
ICE Clear Europe Limited (‘‘ICE Clear
Europe’’ or the ‘‘Clearing House’’)
proposes to adopt a new F&O Risk
Policy and related procedures to
consolidate and replace certain existing
risk policies related to F&O Contracts.
The revisions do not involve any
changes to the ICE Clear Europe
Clearing Rules or Procedures.5
II. Clearing Agency’s Statement of the
Purpose of, and Statutory Basis for, the
Proposed Rule Change
In its filing with the Commission, ICE
Clear Europe 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
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A).
4 17 CFR 240.19b–4(f)(4)(ii).
5 Capitalized terms used but not defined herein
have the meanings specified in the ICE Clear
Europe Clearing Rules (the ‘‘Rules’’).
2 17
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]]>Agencies
[Federal Register Volume 83, Number 195 (Tuesday, October 9, 2018)]
[Notices]
[Pages 50708-50713]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-21782]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-84341; File No. SR-MSRB-2018-07]
Self-Regulatory Organizations; Municipal Securities Rulemaking
Board; Notice of Filing of a Proposed Rule Change To Amend MSRB Rule G-
3, on Professional Qualification Requirements, To Require Municipal
Advisor Principals To Become Appropriately Qualified by Passing the
Municipal Advisor Principal Qualification Examination
October 2, 2018.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Exchange Act'' or ``Act'') \1\ and Rule 19b-4 thereunder,\2\
notice is hereby given that on September 19, 2018 the Municipal
Securities Rulemaking Board (the ``MSRB'' or ``Board'') filed with the
Securities and Exchange Commission (the ``SEC'' or ``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.
---------------------------------------------------------------------------
\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 to amend
Rule G-3, on professional qualification requirements, to (i) require
persons who meet the definition of a municipal advisor principal, as
defined under Rule G-3(e)(i), to pass the Municipal Advisor Principal
Qualification Examination (``Series 54 examination'') in order to
become appropriately qualified as a municipal advisor principal; (ii)
specify that such persons who cease to be associated with a municipal
advisor for two or more years at any time after having qualified as a
municipal advisor principal must requalify by examination unless a
waiver is granted; (iii) add the Series 54 examination to the list of
qualification examinations for which a waiver can be sought; (iv)
provide that municipal advisor representatives may function as a
principal for 120 calendar days without being qualified with the Series
54 examination; and (v) make a technical amendment to Rule G-3(e) to
clarify that a municipal advisor principal must pass the Municipal
Advisor Representative Qualification Examination (``Series 50
examination'') as a prerequisite to becoming qualified
[[Page 50709]]
as a municipal advisor principal (collectively the ``proposed rule
change''). The MSRB requests that the proposed rule change become
effective 30 days from the date of SEC approval.
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 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 is charged with setting professional qualification
standards for municipal advisors. Section 15B(b)(2)(A) of the Act
authorizes the MSRB to prescribe ``standards of training, experience,
competence, and such other qualifications as the Board finds necessary
or appropriate in the public interest or for the protection of
investors and municipal entities or obligated persons.'' \3\
Additionally, Sections 15B(b)(2)(A)(i) \4\ and 15B(b)(2)(A)(iii) \5\ of
the Act also provide that the Board may appropriately classify
associated persons of dealers and municipal advisors and require
persons in any such class to pass tests prescribed by the Board. The
examinations are intended to determine whether an individual meets the
MSRB's qualification standards for a particular qualification category.
More specifically, the MSRB's professional qualification examinations
measure a candidate's knowledge of the business activities, as well as
the regulatory requirements, including MSRB rules and federal laws.
---------------------------------------------------------------------------
\3\ See 15 U.S.C. 78o-4(b)(2)(A).
\4\ See 15 U.S.C. 78o-4(b)(2)(A)(i).
\5\ See 15 U.S.C. 78o-4(b)(2)(A)(iii).
---------------------------------------------------------------------------
Background
In connection with its statutory mandate, beginning Spring 2014,
the MSRB set out on a multi-year effort to establish professional
qualification requirements for municipal advisor professionals. The
MSRB published Notice 2014-08 \6\ seeking comment on a proposal to,
among other things, establish qualification classifications for
municipal advisor professionals; and to require that municipal advisor
professionals engaging in municipal advisory activities and those
engaging in the management, direction or supervision of a firm's
municipal advisory activities pass the Municipal Advisor Representative
Qualification Examination (``Series 50 examination'') to be qualified
in accordance with MSRB rules. The MSRB stated at that time, at a later
date, it would consider a qualification examination for municipal
advisor principals.\7\ Also, the MSRB noted, ``[i]f such an examination
is proposed, it is expected that each municipal advisor principal
would, as a prerequisite, be required to pass the municipal advisor
representative qualification examination before taking the municipal
advisor principal qualification examination.'' \8\ On February 26,
2015, among other things, the SEC approved amendments to Rule G-2 to
require that no municipal advisor shall engage in municipal advisory
activities unless such municipal advisor is qualified in accordance
with MSRB rules; and approved Rules G-3(d)(i) and (e)(i) to create two
new qualification classifications for municipal advisors: Municipal
advisor representative \9\ and municipal advisor principal \10\ and to
require persons meeting the definition of a municipal advisor
representative and/or municipal advisor principal to pass the Series 50
examination.\11\ In addition, as amended, each municipal advisor would
be required to designate at least one individual as a municipal advisor
principal who would be responsible for supervising the municipal
advisory activities of the municipal advisor and its associated
persons.\12\
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\6\ See MSRB Notice 2014-08 (Request for Comment on Establishing
Professional Qualification Requirements for Municipal Advisors)
(March 17, 2014).
\7\ Id.
\8\ Id.
\9\ Under Rule G-3(d) a ``municipal advisor representative'' is
defined 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.''
\10\ Under Rule G-3(e) a ``municipal advisor principal'' is
defined as ``a natural person associated with a municipal advisor
who is qualified as a municipal advisor representative and is
directly engaged in the management, direction or supervision of the
municipal advisory activities of the municipal advisor and its
associated persons.''
\11\ See Exchange Act Release No. 74384 (February 26, 2015), 80
FR 11706 (March 4, 2015) (SR-MSRB-2014-08) (Notice of Filing of
Amendment No. 1 and Amendment No. 2 and Order Granting Accelerated
Approval).
\12\ Rule G-44 sets forth the obligation of municipal advisor
principals to supervise the municipal advisory activities of the
municipal advisor and its associated persons to ensure compliance
with applicable securities laws and regulations, including
applicable Board rules.
---------------------------------------------------------------------------
In the 2014 filing,\13\ the MSRB addressed the development of a
principal-level examination in response to a commenter's recommendation
\14\ that the MSRB should make a supervisor examination available
before, or simultaneously with the representative examination and
eliminate the need for a supervisor to take both examinations. The MSRB
articulated that it was ``important that the representative examination
be introduced prior to any principal examination because the
[representative] examination would determine the basic competency of
those individuals who are engaged in municipal advisory activity.''
\15\ More importantly, the MSRB noted, and has continued to communicate
to municipal advisor professionals that the MSRB would consider an
examination for principals at a later date.
---------------------------------------------------------------------------
\13\ See Exchange Act Release No. 73708 (December 1, 2014), 79
FR 72225 (December 5, 2014) (SR-MSRB-2014-08) (Notice of Filing of a
Proposed Rule Change).
\14\ On March 17, 2014, the MSRB published a request for public
comment on establishing professional qualification requirements for
municipal advisors. See supra note 6. In response, the MSRB received
thirty-five comment letters. One commenter recommended the MSRB make
available a principal-level examination before the representative-
level examination. See Letter from Linda Fan, Managing Partner, Yuba
Group to Ronald Smith, Corporate Secretary, Municipal Securities
Rulemaking Board (April 28, 2014).
\15\ See supra note 13.
---------------------------------------------------------------------------
Now that the MSRB has concluded the launch of the Series 50
examination and the one-year grace period has ended \16\ for municipal
advisor representatives and municipal advisor principals to pass the
Series 50 examination while continuing to engage in municipal advisory
activities and the supervision of municipal advisory activities, the
MSRB is in the process of
[[Page 50710]]
formalizing the development of a principal-level examination.
---------------------------------------------------------------------------
\16\ The MSRB proposed a one-year grace period for municipal
advisor representatives and municipal advisor principals to satisfy
the qualification requirements pursuant to Rule G-3 in order to
provide an orderly transition to the new qualification requirements.
See supra note 13.
---------------------------------------------------------------------------
Proposed Amendments
The MSRB is proposing to adopt Rule G-3(e)(ii)(A) to establish
additional qualification requirements for municipal advisor principals.
Specifically, the proposed amendments would require those who meet the
definition of a municipal advisor principal, as defined under Rule G-
3(e)(i), (i.e., persons engaged in the management, direction or
supervision of the municipal advisory activities of the municipal
advisor and its associated persons) to pass both the Series 50
examination and Series 54 examination prior to becoming qualified as a
municipal advisor principal. Additionally, the proposed amendments to
Rule G-3(e)(ii) would also prescribe that the passing score shall be
determined by the Board. The establishment of qualification
requirements for municipal advisor principals would assist in ensuring
that such persons have a specified level of competency that is
appropriate in the public interest and for the protection of investors,
and municipal entities and obligated persons. Additionally, the
establishment of the Series 54 examination is consistent with the
intent of the establishment of the Series 50 examination ``to mitigate
problems associated with advice provided by those individuals without
adequate training or qualifications,'' in that municipal advisor
principals should be appropriately qualified to supervise such
activities of municipal advisor representatives.\17\
---------------------------------------------------------------------------
\17\ See supra note 13.
---------------------------------------------------------------------------
Proposed Rule G-3(e)(ii)(B) would require any person qualified as a
municipal advisor principal who ceases to be associated with a
municipal advisor for two or more years at any time after having
qualified as a municipal advisor principal to requalify by examination
by passing both the Series 50 examination and Series 54 examination
prior to becoming qualified as a municipal advisor principal, unless a
waiver is granted pursuant to Rule G-3(h)(ii), on waiver of
qualification requirements.\18\ Accordingly, the MSRB is proposing to
amend Rule G-3(h)(ii) and Supplementary Material .02 to provide that
the MSRB will consider waiving the qualification requirements of a
municipal advisor principal in extraordinary cases where the applicant
was previously qualified as a municipal advisor principal by passing
both the Series 50 examination and Series 54 examination and the
person's qualification lapsed. Proposed Rule G-3(e)(ii)(C) would allow
a municipal advisor principal to be designated a municipal advisor
principal and to function in that capacity for a period of 120 calendar
days without having passed the Series 54 examination.\19\
---------------------------------------------------------------------------
\18\ The Board will review waiver requests on their individual
merits, taking into consideration relevant facts presented by an
applicant.
\19\ On June 8, 2018, the MSRB filed a proposed rule change with
the SEC for immediate effectiveness, which, in part, extends the
period from 90 calendar days to 120 calendar days for municipal
securities representatives to function in a principal capacity
without passing a principal examination as long as the municipal
securities representative has at least 18 months of experience
within the five-year period immediately preceding the designation as
a principal. The MSRB is not extending this experience requirement
to a municipal advisor representative in order to function as a
municipal advisor principal for 120 calendar days because, given the
typical size of a municipal advisor firm, coupled with the newness
of the qualification classifications and development of professional
qualification requirements for municipal advisor professionals, such
a requirement could pose an undue burden on a municipal advisor's
operational needs.
---------------------------------------------------------------------------
The MSRB is also proposing a technical amendment to Rule G-3(e)(i),
on definitions, to establish as a separate rule provision, and to
clarify, that qualification as a municipal advisor representative is a
prerequisite to obtaining qualification as a municipal advisor
principal. The MSRB is also proposing a technical amendment to renumber
the rule provisions under Rule G-3(e).
A more detailed summary of the Series 54 examination under
development is outlined below.
Development of the Municipal Advisor Principal Qualification
Examination
The MSRB believes that professional qualification examinations,
such as the Series 50 examination and Series 54 examination, are
established means for determining the competency of individuals in a
particular qualification classification. The MSRB has, in consultation
with the MSRB's Professional Qualification Advisory Committee,
developed the Series 54 examination to ensure that a person seeking to
qualify as a municipal advisor principal satisfies a specified level of
competency and knowledge by measuring a candidate's ability to apply
the applicable federal securities laws, including MSRB rules to the
municipal advisory activities of a municipal advisor. The MSRB has
adhered to recognized test development standards by performing a job
study to determine the appropriate topics to be covered and weighting
of such topics on the Series 54 examination.\20\ From October 17, 2017
through November 7, 2017, the MSRB conducted a job study of municipal
advisor principals via a web-based survey. The job study was sent to
the primary and optional regulatory contacts at over 500 municipal
advisors, representing every municipal advisor with at least one person
qualified with the Series 50 examination. The MSRB received 212
responses to the job study, representing data from municipal advisor
principals from different-sized municipal advisors in different areas
of the country.
---------------------------------------------------------------------------
\20\ A job study is an assessment of the essential skills that
are required to complete a particular function and is used as a
basis for defining relevant or suitable content for exam questions
and in preparing exam specifications, which refer to the emphasis or
weight given to topic areas within an examination.
---------------------------------------------------------------------------
The MSRB will announce the effective date of the permanent Series
54 examination at a later date in an MSRB Notice published on
MSRB.org.\21\ However, in advance of the permanent version of the
Series 54 examination, the MSRB anticipates conducting a pilot of the
Series 54 examination, the results of which will be used to determine
the passing score for the permanent Series 54 examination. Prior to the
launch of the pilot version of the Series 54 examination, the MSRB will
file a content outline with the SEC describing: The topics on the
examination; the percentage of the examination devoted to each topic
area; and the number of questions that will appear on the examination.
The content outline will also contain sample examination questions and
a list of reference materials to assist individuals in preparation for
the examination. To provide persons who function as municipal advisor
principals with sufficient time to satisfy the new qualification
requirement, consistent with the implementation process for the Series
50 examination, the MSRB proposes a one-year grace period from the
effective date of the Series 54 examination for such persons to pass
the examination and become appropriately qualified as municipal advisor
principals. During this one-year grace period, a person functioning as
a municipal advisor principal would be permitted to continue to engage
in the management, direction or supervision of the municipal advisory
activities of the municipal advisor and its associated persons so long
as such person is qualified with the Series 50 examination. This one-
year grace period
[[Page 50711]]
is designed to ensure that those persons functioning as a municipal
advisor principal can prepare for and pass the Series 54 examination
without causing considerable disruption to the business of the
municipal advisor. After the one-year grace period, a municipal advisor
representative would only be permitted to function in the capacity of a
municipal advisor principal, after being so designated, for a period of
120 days without being a qualified municipal advisor principal.
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\21\ The effective date of the Series 54 examination will be the
date the Series 54 examination becomes permanently available.
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Grandfathering
Consistent with the requirement that all municipal advisor
representatives and municipal advisor principals pass the Series 50
examination, the proposed rule change would require those who meet the
definition of a municipal advisor principal, as defined under Rule G-
3(e), to pass the Series 54 examination regardless of whether such
persons have passed other MSRB or MSRB-recognized examinations (such as
the Series 53 or Series 24). The MSRB does not intend to waive the
principal-level requirement or grandfather individuals who have passed
such other examinations or who have experience in functioning in a
supervisory capacity. The MSRB believes that, as consistent with the
professional qualification standards for the municipal advisor
representative-level examination, each municipal advisor principal
should demonstrate a specified level of competency of the regulatory
requirements and application thereof to the municipal advisory
activities of a municipal advisor by passing a principal-level
examination.
2. Statutory Basis
The MSRB believes that the proposed rule change is consistent with
Section 15B(b)(2)(A) of the Act,\22\ which authorizes the MSRB to
prescribe ``standards of training, experience, competence, and such
other qualifications as the Board finds necessary or appropriate in the
public interest or for the protection of investors and municipal
entities or obligated persons'' and Sections 15B(b)(2)(A)(i) \23\ and
15B(b)(2)(A)(iii) \24\ of the Act, which provides that the Board may
appropriately classify associated persons of dealers and municipal
advisors and require persons in any such class to pass tests prescribed
by the Board. Professional qualification examinations are an
established means for demonstrating that municipal advisor
professionals possess the specified level of competency necessary to
engage in or supervise municipal advisory activities. The proposed
amendments to Rule G-3(e) to require municipal advisor principals to
pass the Series 54 examination, and the requirement to pass the Series
50 examination as a prerequisite to the Series 54 examination, is in
furtherance of establishing professional qualification standards. The
MSRB's professional qualification examinations are designed to measure
knowledge of the business activities and the regulatory requirements
under the federal securities laws, including MSRB rules, applicable to
a particular qualification classification, which is in furtherance of
this provision of the Act.
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\22\ 15 U.S.C. 78o-4(b)(2)(A).
\23\ 15 U.S.C. 78o-4(b)(2)(A)(i).
\24\ 15 U.S.C. 78o-4(b)(2)(A)(iii).
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The MSRB also believes the proposed amendments are in accordance
with Section 15B(b)(2)(C) of the Act,\25\ which requires, among other
things, that MSRB rules ``be designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, . . . and, in general, to protect investors,
municipal entities, obligated persons, and the public interest . . .''
The MSRB notes that requiring municipal advisor principals to pass the
Series 54 examination will protect investors, municipal entities and
obligated persons by ensuring municipal advisor principals demonstrate
a specified level of competency of the regulatory requirements and
application thereof to the municipal advisor's municipal advisory
activities by passing a principal qualification examination.
Additionally, the proposed rule change furthers the stated objective of
Section 15B(b)(2)(C) of the Act to foster the prevention of fraudulent
practices by enhancing the overall professional qualification standards
of municipal advisor principals--recognizing the important role proper
supervision of a municipal advisor's activities and that of its
associated persons play in the protection of the municipal securities
market.
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\25\ 15 U.S.C. 78o-4(b)(2)(C).
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Additionally, Section 15B(b)(2)(L)(iv) of the Act, requires that
MSRB rules 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.\26\ The MSRB believes that the proposed rule change is
consistent with Section 15B(b)(2)(L)(iv) of the Act in that, while the
proposed rule change would affect all municipal advisors, including
small municipal advisors, the regulatory burden that results is
necessary and appropriate in order to establish the specified level of
competence of those individuals engaged in the management, direction or
supervision of the municipal advisory activities of a municipal advisor
and its associated persons. Furthermore, the MSRB believes that
establishing a specified level of competence is necessary for the
protection of investors, municipal entities, and obligated persons in
that such competence promotes compliance with the rules and regulations
governing the conduct of municipal advisors.
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\26\ 15 U.S.C. 78o-4(b)(2)(L)(iv).
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B. Self-Regulatory Organization's Statement on Burden on Competition
Section 15B(b)(2)(C) of the Act \27\ 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. In determining
whether this standard has been met, the MSRB has been guided by the
Board's adopted policy to more formally integrate economic analysis
into the rulemaking process. In accordance with this policy, the Board
has evaluated the potential impacts of the proposed rule change,
including in comparison to reasonable alternative regulatory
approaches.\28\ The MSRB does not believe that the proposed rule change
would impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. The MSRB currently requires any
natural person associated with a municipal advisor who intends to
engage in municipal advisory activities on behalf of the municipal
advisor and those who supervise the municipal advisory activities of
the municipal advisor to pass the Series 50 examination prior to being
qualified as a municipal advisor representative and a municipal advisor
principal, respectively.
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\27\ 15 U.S.C. 78o-4(b)(2)(C).
\28\ Policy on the Use of Economic Analysis in MSRB Rulemaking
is available at https://msrb.org/Rules-and-Interpretations/Economic-Analysis-Policy.aspx. In evaluating whether there was a burden on
competition, the Board was guided by its principles that required
the Board to consider costs and benefits of a rule change, its
impact on capital formation and the main reasonable alternative
regulatory approaches.
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As previously indicated, once the Series 54 examination is
permanently available, a municipal advisor principal will be required
to pass both the Series 50 examination and Series 54 examination prior
to becoming qualified as a municipal advisor principal. The
[[Page 50712]]
Series 54 examination is intended to determine whether a municipal
advisor principal meets a specified level of competency. The main
benefit of the Series 54 examination is to ensure protection of
municipal entities and obligated persons who employ municipal advisors
to engage in municipal advisory activities on their behalf--the
benefits which should accumulate over time. The establishment of the
Series 54 examination as a professional qualification requirement for
municipal advisor principals is in furtherance of the mandate to
protect municipal entities and obligated persons by requiring that
individuals engaged in the management, direction or supervision of the
municipal advisory activities of a municipal advisor and its associated
persons demonstrate a specified level of competence of the rules and
regulations governing such municipal advisory activities. The
establishment of professional qualification standards effectively will
serve to benefit municipal advisors as such standards for municipal
advisor principals are designed to ensure that any person that
supervises, manages or directs the municipal advisory activities of a
municipal advisor and its associated persons understands the
application of the federal securities laws to a municipal advisor's
municipal advisory activities in order to safeguard the municipal
advisor from conduct that would violate the federal securities laws.
The MSRB recognizes that municipal advisors would incur
programmatic costs associated with the proposed Series 54 examination
requirement, including costs to meet standards of training, experience
and competence.\29\ Currently, the number of municipal advisor
professionals who have passed the Series 50 examination and are
associated persons of municipal advisors is about 3,360. Based on the
number of registered municipal advisors and associated persons
currently qualified with the Series 50 examination to act in the
capacity of a municipal advisor principal, the MSRB estimates that 650
persons will likely take the Series 54 examination. The MSRB also
estimates the total costs incurred for taking the examination should be
no more than $715 per each municipal advisor principal.\30\ Therefore,
the estimated total costs to the industry to implement the proposed
Series 54 examination would be around $465,000.
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\29\ As with the Series 50 examination, the costs of preparing
for and taking the proposed Series 54 examination would be incurred
only once for each municipal advisor principal, assuming the
principal passed the examination on the first occasion.
\30\ This total estimated amount includes $265 to take the
examination and $450 to obtain study materials to prepare for the
examination. Based on MSRB's research, the study material/package
prices for the Series 50 examination currently range from $90 to
$450, depending on the vendors. To be conservative, the MSRB chose
the highest amount for the cost estimate to prepare for and take the
proposed Series 54 examination.
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The Act provides that MSRB rules may 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.\31\ The MSRB is sensitive to the
potential impact the regulatory requirements contained in the proposed
rule change may have on small municipal advisors and recognizes that
the cost of complying with the requirements of the proposed rule change
may be proportionally higher for certain small firms as the incremental
cost associated with the qualification examination requirement may
represent a greater percentage of annual revenues for a small firm. To
avoid potential disruption to a municipal advisor's business
activities, which could impact revenue, the proposed rule change would
provide a one-year grace period for persons to prepare for and pass the
Series 54 examination, thus allowing small municipal advisors the
flexibility to plan around existing and ongoing business engagements.
Furthermore, the cost for a small municipal advisor of having an
associated person prepare for and take the Series 54 examination would
be incurred only once for each municipal advisor principal, assuming
such person(s) passed the examination on the first occasion.
Accordingly, the MSRB believes that the proposed rule change is
consistent with the Act.
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\31\ 15 U.S.C. 78o-4(b)(2)(L)(iv).
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The MSRB has considered whether it is possible that the costs
associated with preparing for and taking the municipal advisor
principal-level qualification examination, could possibly affect the
competitive landscape by leading some municipal advisory firms and
principals to exit the market, curtail their activities or consolidate
with other firms.\32\ However, the market for municipal advisory
services is likely to remain competitive despite the potential exit of
some municipal advisors (including small entity municipal advisors),
consolidation of municipal advisors, or deterrence of new entrants into
the market. A recent study by Bergstresser and Luby (July 2018) on the
landscape of the municipal advisory services in the post Dodd-Frank Act
era found that while the number and types of municipal advisors have
changed over the last few years, the number of municipal advisor
professionals has remained steady.\33\ It appears that municipal
entities and obligated persons are still being serviced by a similar-
sized universe of active municipal advisory professionals even as the
name and location of the firms that they have worked at may have
changed.
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\32\ For example, some municipal advisors may determine to
consolidate with other municipal advisors in order to benefit from
economies of scale rather than to incur separately the costs
associated with the proposed rule change. Others may exit the
market, rather than incurring the cost of preparing for and taking a
qualification examination.
\33\ https://www.brookings.edu/wp-content/uploads/2018/04/Berg-Luby-2018-20180716.pdf.
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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.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period of up to 90 days (i) as
the Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
(A) By order approve or disapprove such proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should be disapproved.
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 (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-MSRB-2018-07 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549.
[[Page 50713]]
All submissions should refer to File Number SR-MSRB-2018-07. 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 (https://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-2018-07 and should be submitted on
or before October 30, 2018.
For the Commission, pursuant to delegated authority.\34\
Eduardo A. Aleman,
Assistant Secretary.
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\34\ 17 CFR 200.30-3(a)(12).
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[FR Doc. 2018-21782 Filed 10-5-18; 8:45 am]
BILLING CODE 8011-01-P
