Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Order Granting Approval of a Proposed Rule Change To Amend MSRB Form G-32, 81248-81250 [2020-27482]

Download as PDF 81248 Federal Register / Vol. 85, No. 241 / Tuesday, December 15, 2020 / Notices As noted above, the proposed fee schedule would apply to all subscribers of the ToM, AIS and MOR data feeds, and customers may choose whether to subscribe to any or all of the feeds. The Exchange also believes that the proposed fees neither favor nor penalize one or more categories of market participants in a manner that would impose an undue market on competition. Further, the Exchange’s proposed market data fee levels, as described herein, are comparable to fee levels charged by other options exchanges for the same or similar services, including those fees assessed by the Exchange’s affiliate, MIAX.35 The Exchange believes that the proposed market data fees do not place certain market participants at a relative disadvantage to other market participants because the fees do not apply unequally to different size market participants, but instead would allow the Exchange charge for the time and resource necessary for providing market data to the market participants that request such data. Accordingly, the Exchange believes that the proposed market data fees do not favor certain categories of market participants in a manner that would impose a burden on competition. Inter-Market Competition The Exchange believes that the proposed fees do not impose a burden on competition or on other SROs that is not necessary or appropriate. In setting the proposed fees, the Exchange was constrained by the availability of numerous substitute trading platforms and services also offering market data products and trading capabilities, and low barriers to entry mean new exchanges are frequently introduced. In addition, the Exchange believes that the proposed fees do not impose a burden on competition or on other exchanges that is not necessary or appropriate because of the availability of numerous substitute market data products. Many other exchanges offer proprietary data feeds similar to the Exchange’s ToM, AIS and MOR data feeds. Because market data users can find suitable substitute feeds, an exchange that overprices its market data products stands a high risk that users may substitute another platform, in which case the platform would stand to lose both market data and trading fees. These competitive pressures ensure that no one exchange’s market data fees can impose an unnecessary burden on competition, and the Exchange’s proposed fees do not do so here. 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 The foregoing rule change has become effective pursuant to Section 19(b)(3)(A)(ii) of the Act,36 and Rule 19b–4(f)(2) 37 thereunder. 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. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule should be approved or 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– EMERALD–2020–16 on the subject line. Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–1090. All submissions should refer to File Number SR–EMERALD–2020–16. 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 the MIAX Options Fee Schedule. VerDate Sep<11>2014 17:35 Dec 14, 2020 Jkt 253001 For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.38 J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2020–27488 Filed 12–14–20; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–90611; File No. SR–MSRB– 2020–08] Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Order Granting Approval of a Proposed Rule Change To Amend MSRB Form G–32 December 9, 2020. I. Introduction On October 13, 2020, the Municipal Securities Rulemaking Board (the ‘‘MSRB’’ or ‘‘Board’’) filed with the Securities and Exchange Commission (the ‘‘SEC’’ or ‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a proposed rule change to amend MSRB Form G–32 to clarify that brokers, dealers, and municipal securities dealers (collectively, ‘‘dealers’’ and, individually, each a ‘‘dealer’’) acting as underwriters in the primary offering of municipal securities are obligated to manually complete three data fields (collectively, the ‘‘Amended Data 38 17 36 15 35 See 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 Exchange. 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–EMERALD–2020–16, and should be submitted on or before January 5, 2021. U.S.C. 78s(b)(3)(A)(ii). 37 17 CFR 240.19b–4(f)(2). PO 00000 Frm 00073 Fmt 4703 Sfmt 4703 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 1 15 E:\FR\FM\15DEN1.SGM 15DEN1 Federal Register / Vol. 85, No. 241 / Tuesday, December 15, 2020 / Notices Fields’’) on Amended Form G–32 when such fields are applicable to a primary offering (the ‘‘proposed rule change’’).3 The proposed rule change was published for comment in the Federal Register on October 28, 2020.4 In the Notice of Filing, the MSRB requested that the proposed rule change become effective on March 31, 2021.5 The Commission did not receive any comment letters on the proposed rule change. II. Description of Proposed Rule Change In the Notice of Filing, the MSRB stated that the purpose of the proposed rule change is to clarify a prior rule filing submitted to the SEC on April 10, 2019 and that was subsequently approved by the SEC, as amended, on June 27, 2019 (the ‘‘Primary Offering Practices Amendments’’) that added new data fields to Form G–32.6 The proposed rule change seeks to clarify that the description within the Primary Offering Practices Amendments that describes the Amended Data Fields for three specific data fields as generally being ‘‘auto-populated’’ is incorrect and that these three data fields must be manually completed. The proposed rule change also describes the precise method by which underwriters must complete these new data fields.7 A. MSRB Form G–32 Data Fields Impacted by Proposed Rule The MSRB stated that the proposed rule change is meant to clarify that brokers, dealers, and municipal securities dealers acting as underwriters in the primary offering of municipal securities are obligated to manually complete three data fields on Amended Form G–32 when such fields are applicable to a primary offering.8 Further, the MSRB stated that the proposed rule change would clarify the method of completing Amended Form G–32 for the following three data fields: • Bank Qualified Flag (‘‘BQ Data Field’’): The proposed rule change would clarify the ‘‘yes/no’’ flag on amended Form G–32 would, when 3 MSRB Form G–32 is an electronic form on which submissions of the information required by Rule G–32 are made to the MSRB. 4 Securities Exchange Act Release No. 34–90248 (October 22, 2020) (the ‘‘Notice of Filing’’), 85 FR 68395 (October 28, 2020). 5 See Notice of Filing. 6 Securities Exchange Act Release No. 34–86219 (June 27, 2019), 84 FR 31961 (July 3, 2019) (File No. SR–MSRB–2019–07). (The Primary Offering Practices Amendments authorized updates to Form G–32 that will add the BQ Data Field, the PAC Bond Data Field, the Put Date Field, as well as the sixty-three other new data fields, upon their effective date of March 31, 2021.) 7 See Notice of Filing. 8 Id. VerDate Sep<11>2014 17:35 Dec 14, 2020 Jkt 253001 applicable, need to be manually completed by an underwriter to indicate whether a bank can deduct a portion of the interest cost of the carry for the municipal securities, in accordance with applicable provisions of the code of the Internal Revenue Service. • Planned Amortization Class Bond Flag (‘‘PAC Bond Data Field’’): The proposed rule change would clarify that the ‘‘yes/no’’ flag on amended Form G–32 would, when applicable, need to be manually completed to indicate whether the offering is an asset-backed bond payable with a fixed sinking fund schedule. • Put End Date Entry (‘‘Put Date Field’’): The proposed rule change would clarify that data fields on Form G–32 relating to whether the offering is puttable would, when applicable, need to be manually completed to indicate when a put end date is defined at the time of issuance.9 The MSRB stated its belief that the proposed rule change is necessary to more clearly define the compliance obligation of an underwriter when completing one of the Amended Manual Fields on Amended Form G–32, and, thereby, would promote greater regulatory transparency in the municipal securities market.10 The MSRB noted that the proposed rule change is intended to put market participants on notice that, when applicable, the Amended Manual Fields will not auto-populate on Amended Form G–32 with information input into the New Issue Information Dissemination Service (‘‘NIIDS’’), and thus must be manually completed.11 B. Overview of MSRB Form G–32 Submission Process The MSRB stated that pursuant to MSRB Rule G–32, an ‘‘underwriter’’ in a primary offering of municipal securities is required to electronically submit to the MSRB certain primary offering disclosure documents and related information, including the data elements set forth on Form G–32.12 This submission is completed through the MSRB’s Electronic Municipal Market Access Dataport system (‘‘EMMA Dataport’’).13 The MSRB noted that an underwriter’s submission of Form G–32 in EMMA Dataport is commonly, but not always, preceded by the underwriter’s (1) procurement of CUSIP numbers from CUSIP Global Services, (2) registration of the municipal 81249 securities for depository eligibility with the Depository Trust and Clearing Corporation (‘‘DTCC’’), and (3) submission of certain information about the characteristics of the offering to NIIDS, all generally pursuant to MSRB Rule G–34.14 As described in the Primary Offering Practices Amendments and prior amendments approved in 2012, Form G–32 incorporates matching data fields relating to certain information submitted to NIIDS and CUSIP Global Services and, thereby, facilitates the MSRB’s collection of market information utilized in various rulemaking and transparency activities.15 The MSRB discussed in the Notice of Filing how the Primary Offering Practices Amendments described each of the New Data Fields added to Form G–32 as falling into one of two categories: (1) Data fields that generally would be auto-populated with information previously entered by an underwriter in NIIDS (collectively, the ‘‘Auto-Populated Fields’’) and (2) data fields that would be unique to Amended Form G–32 and, when applicable, would need to be completed via manual data entry because they could not be auto-populated with matching NIIDS information (collectively, the ‘‘Manual Fields’’).16 The Primary Offering Practices Amendments identified fiftyseven Auto-Populated Fields and nine Manual Fields.17 The three Amended Manual Fields that are the subject of this proposed rule change were originally categorized as part of the fiftyseven Auto-Populated Fields, because the MSRB understood, at that time, that there was a corresponding data field match in NIIDS that would allow for the PAC Bond Data Field, the BQ Data Field, and the Put Date Field, respectively, to be auto-populated in EMMA Dataport, when applicable.18 The MSRB stated that it now understands that, although DTCC’s NIIDS system may allow for an underwriter to input information corresponding to the Amended Manual Fields, presently, this information is not disseminated by DTCC to the MSRB’s EMMA Dataport.19 Consequently, under the current design of DTCC’s system, the MSRB does not receive the electronic inputs necessary to auto-populate these three fields on Amended Form G–32. Thus, the MSRB determined it was 14 Id. 15 Id. 9 Id. 16 Id. 10 Id. 17 See Primary Offering Practices Amendments, supra Note 6. 18 See Notice of Filing. 19 Id. 11 Id. 12 Id. 13 Id. PO 00000 Frm 00074 Fmt 4703 Sfmt 4703 E:\FR\FM\15DEN1.SGM 15DEN1 81250 Federal Register / Vol. 85, No. 241 / Tuesday, December 15, 2020 / Notices appropriate and necessary to provide guidance to filers clarifying the need to manually input information relating to the Amended Data Fields, when applicable, on Amended Form G–32.20 III. Discussion and Commission Findings The Commission has carefully considered the proposed rule change. The Commission finds that the proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder applicable to the MSRB. In particular, the proposed rule change is consistent with Section 15B(b)(2)(C) of the Act.21 Section 15B(b)(2)(C) of the Act states 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.22 The Commission believes the proposed rule change is consistent with Section 15B(b)(2)(C) and necessary and appropriate to ensure the MSRB receives accurate and complete primary offering information in a timely manner. Further, the Commission notes that the clarification that underwriters are obligated to manually complete the three Amended Manual Fields on Amended Form G–32 applies to all applicable filers and ensures the accurate and timely completion of Amended Form G–32. The Commission believes the proposed rule change would promote just and equitable principles of trade by resolving potential regulatory ambiguities and making clear that, when the filing of Amended Form G–32 is required in connection with a primary offering, an underwriter is effectively required to ensure that all applicable fields are complete and accurate, which may require manually completing these three fields on Amended Form G–32. The clarifications made by the proposed rule change would assist any dealer who acts, or may act, as an underwriter of a 20 Id. 21 15 primary offering of municipal securities in completing Form G–32 accurately. The Commission also believes the proposed rule change would foster cooperation and coordination with persons engaged in regulating and processing information with respect to transactions in municipal securities and municipal financial products. The Commission believes that the benefits of the proposed rule change will not only accrue to dealer firms, but also to regulated-entity examiners, other regulators, and data vendors by mitigating potential ambiguity and confusion. Just as it would be beneficial to dealer firms to have a uniform clarified understanding of the regulatory obligations associated with Amended Form G–32, the proposed rule change would similarly benefit these other market participants by ensuring that the data submitted on Amended Form G–32 is complete and accurate regardless of whether the dealer directly interfaces with NIIDS or utilizes the interface of a third-party vendor. In approving the proposed rule change, the Commission also has considered the impact of the proposed rule change on efficiency, competition, and capital formation.23 The Commission does not believe that the proposed rule change will impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. The Commission understands the clarification will apply equally to all applicable underwriters without imposing an additional burden within the filing process. Moreover, since the proposed rule change is intended to increase regulatory transparency regarding the obligation of underwriters to manually complete the Amended Manual Fields, the Commission believes the proposed change should increase the efficiency of underwriters fulfilling their obligations under Rule G–32, as underwriters would be on notice of the lack of autopopulation for these three fields on Amended Form G–32 and, thereby, may avoid certain costs associated with resolving a potentially ambiguous regulatory obligation. The Commission believes the proposed rule change will help market participants avoid the potential for regulatory misinterpretation and confusion, which promotes a fairer and more efficient municipal securities market. For the reasons noted above, the Commission believes that the proposed rule change is consistent with the Act. U.S.C. 78o–4(b)(2)(C). 22 Id. VerDate Sep<11>2014 23 15 17:35 Dec 14, 2020 Jkt 253001 PO 00000 U.S.C. 78c(f). Frm 00075 Fmt 4703 Sfmt 4703 IV. Conclusion It is therefore ordered, pursuant to Section 19(b)(2) of the Act,24 that the proposed rule change (SR–MSRB–2020– 08) be, and hereby is, approved. For the Commission, pursuant to delegated authority.25 J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2020–27482 Filed 12–14–20; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–90619; File No. SR–FINRA– 2020–042] Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Extend the Expiration Date of the Temporary Amendments Set Forth in SR–FINRA–2020–015 and SR–FINRA–2020–027 December 9, 2020. 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 December 1, 2020, Financial Industry Regulatory Authority, Inc. (‘‘FINRA’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared substantially by FINRA. FINRA filed the proposed rule change as a ‘‘noncontroversial’’ proposed rule change pursuant to Section 19(b)(3)(A)(iii) of the Act 3 and Rule 19b–4(f)(6) thereunder.4 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 FINRA is proposing to extend the expiration date of the temporary amendments set forth in SR–FINRA– 2020–015 and SR–FINRA–2020–027 from December 31, 2020, to April 30, 2021.5 Given that both SR–FINRA– 24 15 U.S.C. 78s(b)(2). CFR 200.30–3(a)(12). 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A)(iii). 4 17 CFR 240.19b. 5 As discussed below, SR–FINRA–2020–015 and SR–FINRA–2020–027 respectively provide temporary relief from some timing, method of service and other procedural requirements in FINRA rules and allow FINRA’s Office of Hearing 25 17 E:\FR\FM\15DEN1.SGM 15DEN1

Agencies

[Federal Register Volume 85, Number 241 (Tuesday, December 15, 2020)]
[Notices]
[Pages 81248-81250]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-27482]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-90611; File No. SR-MSRB-2020-08]


Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Order Granting Approval of a Proposed Rule Change To Amend MSRB 
Form G-32

December 9, 2020.

I. Introduction

    On October 13, 2020, the Municipal Securities Rulemaking Board (the 
``MSRB'' or ``Board'') filed with the Securities and Exchange 
Commission (the ``SEC'' or ``Commission''), pursuant to Section 
19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\ and Rule 
19b-4 thereunder,\2\ a proposed rule change to amend MSRB Form G-32 to 
clarify that brokers, dealers, and municipal securities dealers 
(collectively, ``dealers'' and, individually, each a ``dealer'') acting 
as underwriters in the primary offering of municipal securities are 
obligated to manually complete three data fields (collectively, the 
``Amended Data

[[Page 81249]]

Fields'') on Amended Form G-32 when such fields are applicable to a 
primary offering (the ``proposed rule change'').\3\ The proposed rule 
change was published for comment in the Federal Register on October 28, 
2020.\4\ In the Notice of Filing, the MSRB requested that the proposed 
rule change become effective on March 31, 2021.\5\
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ MSRB Form G-32 is an electronic form on which submissions of 
the information required by Rule G-32 are made to the MSRB.
    \4\ Securities Exchange Act Release No. 34-90248 (October 22, 
2020) (the ``Notice of Filing''), 85 FR 68395 (October 28, 2020).
    \5\ See Notice of Filing.
---------------------------------------------------------------------------

    The Commission did not receive any comment letters on the proposed 
rule change.

II. Description of Proposed Rule Change

    In the Notice of Filing, the MSRB stated that the purpose of the 
proposed rule change is to clarify a prior rule filing submitted to the 
SEC on April 10, 2019 and that was subsequently approved by the SEC, as 
amended, on June 27, 2019 (the ``Primary Offering Practices 
Amendments'') that added new data fields to Form G-32.\6\ The proposed 
rule change seeks to clarify that the description within the Primary 
Offering Practices Amendments that describes the Amended Data Fields 
for three specific data fields as generally being ``auto-populated'' is 
incorrect and that these three data fields must be manually completed. 
The proposed rule change also describes the precise method by which 
underwriters must complete these new data fields.\7\
---------------------------------------------------------------------------

    \6\ Securities Exchange Act Release No. 34-86219 (June 27, 
2019), 84 FR 31961 (July 3, 2019) (File No. SR-MSRB-2019-07). (The 
Primary Offering Practices Amendments authorized updates to Form G-
32 that will add the BQ Data Field, the PAC Bond Data Field, the Put 
Date Field, as well as the sixty-three other new data fields, upon 
their effective date of March 31, 2021.)
    \7\ See Notice of Filing.
---------------------------------------------------------------------------

A. MSRB Form G-32 Data Fields Impacted by Proposed Rule

    The MSRB stated that the proposed rule change is meant to clarify 
that brokers, dealers, and municipal securities dealers acting as 
underwriters in the primary offering of municipal securities are 
obligated to manually complete three data fields on Amended Form G-32 
when such fields are applicable to a primary offering.\8\ Further, the 
MSRB stated that the proposed rule change would clarify the method of 
completing Amended Form G-32 for the following three data fields:
---------------------------------------------------------------------------

    \8\ Id.
---------------------------------------------------------------------------

     Bank Qualified Flag (``BQ Data Field''): The proposed rule 
change would clarify the ``yes/no'' flag on amended Form G-32 would, 
when applicable, need to be manually completed by an underwriter to 
indicate whether a bank can deduct a portion of the interest cost of 
the carry for the municipal securities, in accordance with applicable 
provisions of the code of the Internal Revenue Service.
     Planned Amortization Class Bond Flag (``PAC Bond Data 
Field''): The proposed rule change would clarify that the ``yes/no'' 
flag on amended Form G-32 would, when applicable, need to be manually 
completed to indicate whether the offering is an asset-backed bond 
payable with a fixed sinking fund schedule.
     Put End Date Entry (``Put Date Field''): The proposed rule 
change would clarify that data fields on Form G-32 relating to whether 
the offering is puttable would, when applicable, need to be manually 
completed to indicate when a put end date is defined at the time of 
issuance.\9\
---------------------------------------------------------------------------

    \9\ Id.
---------------------------------------------------------------------------

    The MSRB stated its belief that the proposed rule change is 
necessary to more clearly define the compliance obligation of an 
underwriter when completing one of the Amended Manual Fields on Amended 
Form G-32, and, thereby, would promote greater regulatory transparency 
in the municipal securities market.\10\ The MSRB noted that the 
proposed rule change is intended to put market participants on notice 
that, when applicable, the Amended Manual Fields will not auto-populate 
on Amended Form G-32 with information input into the New Issue 
Information Dissemination Service (``NIIDS''), and thus must be 
manually completed.\11\
---------------------------------------------------------------------------

    \10\ Id.
    \11\ Id.
---------------------------------------------------------------------------

B. Overview of MSRB Form G-32 Submission Process

    The MSRB stated that pursuant to MSRB Rule G-32, an ``underwriter'' 
in a primary offering of municipal securities is required to 
electronically submit to the MSRB certain primary offering disclosure 
documents and related information, including the data elements set 
forth on Form G-32.\12\ This submission is completed through the MSRB's 
Electronic Municipal Market Access Dataport system (``EMMA 
Dataport'').\13\ The MSRB noted that an underwriter's submission of 
Form G-32 in EMMA Dataport is commonly, but not always, preceded by the 
underwriter's (1) procurement of CUSIP numbers from CUSIP Global 
Services, (2) registration of the municipal securities for depository 
eligibility with the Depository Trust and Clearing Corporation 
(``DTCC''), and (3) submission of certain information about the 
characteristics of the offering to NIIDS, all generally pursuant to 
MSRB Rule G-34.\14\ As described in the Primary Offering Practices 
Amendments and prior amendments approved in 2012, Form G-32 
incorporates matching data fields relating to certain information 
submitted to NIIDS and CUSIP Global Services and, thereby, facilitates 
the MSRB's collection of market information utilized in various 
rulemaking and transparency activities.\15\
---------------------------------------------------------------------------

    \12\ Id.
    \13\ Id.
    \14\ Id.
    \15\ Id.
---------------------------------------------------------------------------

    The MSRB discussed in the Notice of Filing how the Primary Offering 
Practices Amendments described each of the New Data Fields added to 
Form G-32 as falling into one of two categories: (1) Data fields that 
generally would be auto-populated with information previously entered 
by an underwriter in NIIDS (collectively, the ``Auto-Populated 
Fields'') and (2) data fields that would be unique to Amended Form G-32 
and, when applicable, would need to be completed via manual data entry 
because they could not be auto-populated with matching NIIDS 
information (collectively, the ``Manual Fields'').\16\ The Primary 
Offering Practices Amendments identified fifty-seven Auto-Populated 
Fields and nine Manual Fields.\17\ The three Amended Manual Fields that 
are the subject of this proposed rule change were originally 
categorized as part of the fifty-seven Auto-Populated Fields, because 
the MSRB understood, at that time, that there was a corresponding data 
field match in NIIDS that would allow for the PAC Bond Data Field, the 
BQ Data Field, and the Put Date Field, respectively, to be auto-
populated in EMMA Dataport, when applicable.\18\ The MSRB stated that 
it now understands that, although DTCC's NIIDS system may allow for an 
underwriter to input information corresponding to the Amended Manual 
Fields, presently, this information is not disseminated by DTCC to the 
MSRB's EMMA Dataport.\19\ Consequently, under the current design of 
DTCC's system, the MSRB does not receive the electronic inputs 
necessary to auto-populate these three fields on Amended Form G-32. 
Thus, the MSRB determined it was

[[Page 81250]]

appropriate and necessary to provide guidance to filers clarifying the 
need to manually input information relating to the Amended Data Fields, 
when applicable, on Amended Form G-32.\20\
---------------------------------------------------------------------------

    \16\ Id.
    \17\ See Primary Offering Practices Amendments, supra Note 6.
    \18\ See Notice of Filing.
    \19\ Id.
    \20\ Id.
---------------------------------------------------------------------------

III. Discussion and Commission Findings

    The Commission has carefully considered the proposed rule change. 
The Commission finds that the proposed rule change is consistent with 
the requirements of the Act and the rules and regulations thereunder 
applicable to the MSRB.
    In particular, the proposed rule change is consistent with Section 
15B(b)(2)(C) of the Act.\21\ Section 15B(b)(2)(C) of the Act states 
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.\22\ The Commission believes the proposed rule change 
is consistent with Section 15B(b)(2)(C) and necessary and appropriate 
to ensure the MSRB receives accurate and complete primary offering 
information in a timely manner. Further, the Commission notes that the 
clarification that underwriters are obligated to manually complete the 
three Amended Manual Fields on Amended Form G-32 applies to all 
applicable filers and ensures the accurate and timely completion of 
Amended Form G-32.
---------------------------------------------------------------------------

    \21\ 15 U.S.C. 78o-4(b)(2)(C).
    \22\ Id.
---------------------------------------------------------------------------

    The Commission believes the proposed rule change would promote just 
and equitable principles of trade by resolving potential regulatory 
ambiguities and making clear that, when the filing of Amended Form G-32 
is required in connection with a primary offering, an underwriter is 
effectively required to ensure that all applicable fields are complete 
and accurate, which may require manually completing these three fields 
on Amended Form G-32. The clarifications made by the proposed rule 
change would assist any dealer who acts, or may act, as an underwriter 
of a primary offering of municipal securities in completing Form G-32 
accurately.
    The Commission also believes the proposed rule change would foster 
cooperation and coordination with persons engaged in regulating and 
processing information with respect to transactions in municipal 
securities and municipal financial products. The Commission believes 
that the benefits of the proposed rule change will not only accrue to 
dealer firms, but also to regulated-entity examiners, other regulators, 
and data vendors by mitigating potential ambiguity and confusion. Just 
as it would be beneficial to dealer firms to have a uniform clarified 
understanding of the regulatory obligations associated with Amended 
Form G-32, the proposed rule change would similarly benefit these other 
market participants by ensuring that the data submitted on Amended Form 
G-32 is complete and accurate regardless of whether the dealer directly 
interfaces with NIIDS or utilizes the interface of a third-party 
vendor.
    In approving the proposed rule change, the Commission also has 
considered the impact of the proposed rule change on efficiency, 
competition, and capital formation.\23\ The Commission does not believe 
that the proposed rule change will impose any burden on competition not 
necessary or appropriate in furtherance of the purposes of the Act. The 
Commission understands the clarification will apply equally to all 
applicable underwriters without imposing an additional burden within 
the filing process. Moreover, since the proposed rule change is 
intended to increase regulatory transparency regarding the obligation 
of underwriters to manually complete the Amended Manual Fields, the 
Commission believes the proposed change should increase the efficiency 
of underwriters fulfilling their obligations under Rule G-32, as 
underwriters would be on notice of the lack of auto-population for 
these three fields on Amended Form G-32 and, thereby, may avoid certain 
costs associated with resolving a potentially ambiguous regulatory 
obligation. The Commission believes the proposed rule change will help 
market participants avoid the potential for regulatory 
misinterpretation and confusion, which promotes a fairer and more 
efficient municipal securities market.
---------------------------------------------------------------------------

    \23\ 15 U.S.C. 78c(f).
---------------------------------------------------------------------------

    For the reasons noted above, the Commission believes that the 
proposed rule change is consistent with the Act.

IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\24\ that the proposed rule change (SR-MSRB-2020-08) be, and hereby 
is, approved.
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    \24\ 15 U.S.C. 78s(b)(2).

    For the Commission, pursuant to delegated authority.\25\
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    \25\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-27482 Filed 12-14-20; 8:45 am]
BILLING CODE 8011-01-P
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