Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Provide Additional Regulatory Relief on a Temporary Basis to Dealers and Municipal Advisors Due to the Sustained Coronavirus (COVID-19) Pandemic, 81254-81257 [2020-27486]

Download as PDF 81254 Federal Register / Vol. 85, No. 241 / Tuesday, December 15, 2020 / Notices SECURITIES AND EXCHANGE COMMISSION [Release No. 34–90621; File No. SR–MSRB– 2020–09] Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Provide Additional Regulatory Relief on a Temporary Basis to Dealers and Municipal Advisors Due to the Sustained Coronavirus (COVID–19) Pandemic December 9, 2020. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’ or ‘‘Exchange Act’’) 1 and Rule 19b–4 thereunder,2 notice is hereby given that on December 2, 2020 the Municipal Securities Rulemaking Board (‘‘MSRB’’ or ‘‘Board’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’) the proposed rule change as described in Items I and II, below, which Items have been prepared by the MSRB. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. 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 (i) amend Supplementary Material .01, Temporary Relief for Completing Office Inspections, of MSRB G–27, on supervision, to allow internal inspections of brokers, dealers and municipal securities dealers (collectively, ‘‘dealers’’) to be conducted remotely, subject to certain conditions, for calendar year 2020 and calendar year 2021, without an on-site visit to the office or location; (ii) amend MSRB Rule G–16, on periodic compliance examinations, to add Supplementary Material .01, Temporary Relief for Completing Periodic Compliance Examination, to provide a temporary extension of time for registered securities associations 3 and appropriate regulatory agencies 4 (collectively, 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 Section 15B(c)(7) of the Exchange Act provides that periodic examinations of municipal securities brokers and municipal securities dealers shall be conducted by a registered securities association, in the case of municipal securities brokers and municipal securities dealers that are members of such association. The Financial Industry Regulatory Authority (‘‘FINRA’’) is currently the only registered securities association. See 15 U.S.C. 78o– 4(c)(7). 4 Pursuant to Section 15B(c)(7) of the Exchange Act, municipal securities brokers and municipal 2 17 VerDate Sep<11>2014 17:35 Dec 14, 2020 Jkt 253001 ‘‘examining authorities’’) to initiate periodic examinations of dealers; (iii) amend Supplementary Material .09, Temporary Relief for Municipal Advisor Principal, of MSRB Rule G–3, on professional qualification requirements, to provide a further extension of time for those individuals who meet the definition of a municipal advisor principal 5 to become appropriately qualified by passing the Municipal Advisor Principal Qualification Examination (Series 54); and (iv) make a technical change to Supplementary Material .12, Temporary Relief for Municipal Advisor Continuing Education Requirements, of MSRB Rule G–3 to update a cross-reference (collectively the ‘‘proposed rule change’’). The MSRB has designated the proposed rule change as constituting a ‘‘noncontroversial’’ rule change under Section 19(b)(3)(A) 6 of the Act and Rule 19b–4(f)(6) 7 thereunder, which renders the proposal effective upon receipt of this filing by the Commission and has requested that the Commission waive the requirement that the proposed rule change not become operative for 30 days after the date of the filing, so that the MSRB can implement the proposed rule change immediately. The text of the proposed rule change is available on the MSRB’s website at www.msrb.org/Rules-andInterpretations/SEC-Filings/2020Filings.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 securities dealers who are not members of a registered securities association shall be examined by their appropriate regulatory agency. The term ‘‘appropriate regulatory agency’’ when used with respect to municipal securities dealers means, in part, the Office of the Comptroller of the Currency (‘‘OCC’’), the Board of Governors of the Federal Reserve System (‘‘FRB’’), and the Federal Deposit Insurance Corporation (‘‘FDIC’’). See 15 U.S.C. 78c(a)(34)(A). The Commission also has the authority to examine all registered municipal securities dealers. See 15 U.S.C. 78q(b)(1). 5 The term ‘‘municipal advisor principal’’ is defined in Rule G–3(e)(i) to mean 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. 6 15 U.S.C. 78s(b)(3)(A). 7 17 CFR 240.19b–4(f)(6). PO 00000 Frm 00079 Fmt 4703 Sfmt 4703 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 In March of this year, the United States declared a national emergency in response to the coronavirus disease (‘‘COVID–19’’) pandemic.8 In light of the operational challenges and disruptions to normal business functions as a result of COVID–19 pandemic, the MSRB filed a proposed rule change for immediate effectiveness with the SEC in April of this year that provided regulatory relief on a temporary basis to dealers and municipal advisors (collectively ‘‘regulated entities’’). The MSRB stated it would continue to monitor the impact of COVID–19 and work in close coordination with other financial regulators and governmental authorities.9 The MSRB recognizes that a vast number of regulated entities are still operating under business continuity plans and continue to manage operations from alternate sites with employees working from diverse work locations and telework arrangements. The impacts of the COVID–19 pandemic persist and, in an effort to slow the spread of COVID–19, many states are continuing to impose stay-at-home orders, limitations on in-person interactions and travel restrictions. Due to the ongoing pandemic-related health and safety concerns and the operational challenges regulated entities continue to experience, the MSRB believes the additional tailored temporary relief provided in the proposed rule change is warranted. Temporary Relief Under Rule G–27 To Allow Remote Inspections for Calendar Year 2020 and Calendar Year 2021 With respect to Rule G–27, the April relief extended the deadline until March 31, 2021 for dealers to complete their 8 See The White House, ‘‘Proclamation on Declaring a National Emergency Concerning the Novel Coronavirus Disease (COVID–19) Outbreak,’’ (March 13, 2020) https://www.whitehouse.gov/ presidential-actions/proclamation-declaringnational-emergency-concerning-novel-coronavirusdisease-covid-19-outbreak/#:∼:text=On%20 March%2011%2C%202020 %2C%20the,and%20across %20the%20United%20States. 9 See Release No. 34–88694 (April 20, 2020), 85 FR 23088 (April 24, 2020) (File No. SR–MSRB– 2020–01) (‘‘April relief’’). E:\FR\FM\15DEN1.SGM 15DEN1 Federal Register / Vol. 85, No. 241 / Tuesday, December 15, 2020 / Notices calendar year 2020 inspections.10 However, in light of the health and safety concerns coupled with the continued restrictions on social interactions and travel, the April relief is no longer sufficient. To help proactively address the challenges resulting from the sustained pandemic, the MSRB is proposing to amend temporary Supplementary Material .01 under Rule G–27, on supervision, to provide dealers, subject to specified requirements therein, the ability to conduct the inspections of their offices and locations for calendar year 2020 and calendar year 2021 remotely without the need to conduct an onsite visit to such office or location.11 The proposed amendment to Supplementary Material .01 would set forth that inspections are due to be completed by March 31, 2021 for calendar year 2020 and completed by December 31, 2021 for calendar year 2021, the requirement to amend or supplement written supervisory procedures for remote inspections, the use of remote inspections as part of an effective supervisory system, and documentation requirements. The MSRB believes affording dealers the option to conduct remote inspections is a prudent regulatory approach during these unprecedented times while continuing to serve the important investor protection objectives of the inspection requirements under these unique circumstances. The temporary proposed supplementary material makes clear that it is not intended to alter a dealer’s core responsibility, embodied in Rule G–27, to establish and maintain a system to supervise the activities of each associated person that is reasonably designed to ensure compliance with Board rules and the applicable provisions of the Act and rules thereunder. Temporary Relief Under Rule G–16 To Extend the Time To Complete Periodic Compliance Examinations MSRB Rule G–16, on periodic compliance examination, provides that at least once every four calendar years, each dealer that is a member of a registered securities association, must be examined by such registered securities association (i.e., FINRA); and at least once every two calendar years, each municipal securities dealer that is 10 Id. 11 The proposed amendment to Supplementary Material .01 would be analogous to FINRA’s rule change, File No. SR–FINRA–2020–04, which was filed on November 6, 2020 and was effective upon filing. See Release No. 34–90454 (Nov. 6, 2020) https://www.sec.gov/rules/sro/finra/2020/3490454.pdf. VerDate Sep<11>2014 17:35 Dec 14, 2020 Jkt 253001 a bank or subsidiary or department or division of a bank must be examined by the appropriate regulatory agency (i.e., OCC, FRB, or FDIC), in accordance with Section 15B(c)(7) of the Exchange Act 12 for compliance with applicable rules of the Board and applicable provisions of the Act and rules and regulations of the Commission thereunder. In an effort to provide examining authorities with an opportunity to better manage and allocate resources during these exigent circumstances; and in working with dealers as they manage operational challenges due to the pandemic, the MSRB is proposing to temporarily modify the date by which compliance examinations under Rule G–16 must be met. Specifically, the proposed rule change would deem any examination initiated between January 1, 2020 and March 31, 2021 to have occurred in calendar year 2020. Temporary Relief Under Rule G–3 To Extend Time To Complete Professional Qualification Requirements and Technical Amendment In connection with the MSRB’s April relief, the MSRB provided additional time to allow individuals to fulfill certain professional qualification standards under Rule G–3, on professional qualification requirements.13 At that time, due to the uncertainty regarding ongoing stay-athome orders and social distance restrictions that could impact capacity at Prometric testing centers,14 the MSRB extended the date by which individuals are required to become qualified with the Series 54 examination from November 12, 2020 to March 31, 2021.15 12 15 U.S.C. 78o–4(b)(c)(7). supra note 9. 14 FINRA, as appointed by the Commission, provides test administration services to the MSRB for the delivery of MSRB-owned professional qualification examinations. See, e.g., Release No. 34–75714 (Aug. 17, 2015) (Designation of the Financial Industry Regulatory Authority to Administer Professional Qualification Tests for Associated Persons of Registered Municipal Advisors). FINRA uses Prometric as its single vendor for the delivery of the professional qualification examinations that FINRA is charged with administering, including MSRB-owned professional qualification examinations. 15 In the April relief, the MSRB provided temporary relief for dealers by permitting any individual qualified to function in the capacity as a municipal securities principal, municipal fund securities limited principal or a municipal securities sales principal additional time to engage in the principal activity before passing the applicable principal-level qualification examination. The April relief extended the requirement to 120 days from the time the MSRB announces that Prometric testing centers have resumed sufficient access to its testing centers. See Rules G–3(b)(ii)(D), G–3(b)(iv)(B)(4) and G– 3(c)(ii)(D). The MSRB stated in the April relief that it would publish a notice on its website announcing 13 See PO 00000 Frm 00080 Fmt 4703 Sfmt 4703 81255 Given the protracted period of the COVID–19 pandemic, the MSRB is taking proactive measures and is proposing to amend Supplementary Material .09 of Rule G–3 to extend the time period from March 31, 2021 to November 12, 2021, by which individuals who meet the definition of a municipal advisor principal must become appropriately qualified by passing the Series 54 examination. This extension of time affords municipal advisors and individuals functioning as municipal advisor principals a full year from the sunsetting of the original graceperiod 16 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 persons are qualified with the Municipal Advisor Representative Qualification Examination (Series 50). The proposed rule change also makes a technical amendment to Supplementary Material .12 under Rule G–3, providing for the temporary relief for municipal advisor continuing education requirements, by correcting the cross-reference under the provision from (i)(ii)(B)(2) to (i)(ii)(B). 2. Statutory Basis The MSRB believes that the proposed rule change is consistent with Section 15B(b)(2)(C) of the Exchange Act,17 which provides that the MSRB’s rules shall: be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in municipal securities and municipal financial products, to remove impediments to and perfect the mechanism of a free and open market in municipal securities and municipal financial products, and, in general, to protect investors, municipal entities, obligated persons, and the public interest. when Prometric resumes operations in its testing centers, so regulated entities are on notice of when the 120-day period begins to toll. See supra note 9. The MSRB notes dealer firms are still covered under the April relief because, given the exigent circumstances surrounding the sustained pandemic, the MSRB has not yet announced when the obligation to take and pass the applicable principal examination must be completed. 16 The MSRB had previously stated, to facilitate the transition to the new exam requirement, the MSRB was providing a one-year grace period, sunsetting on November 12, 2020, during which individuals qualified with the Series 50 examination would be able to take the Series 54 examination while continuing to engage in principal-level activities. See Release No. 34–84630 (Nov. 20, 2018), 83 FR 60927 (Nov. 27, 2018) (File No. SR–MSRB–2018–07). 17 15 U.S.C. 78o–4(b)(2)(C). E:\FR\FM\15DEN1.SGM 15DEN1 81256 Federal Register / Vol. 85, No. 241 / Tuesday, December 15, 2020 / Notices The proposed rule change is designed to provide regulated entities additional time to comply with certain obligations under MSRB rules for a temporary period of time; it does not relieve such entities from compliance with underlying obligations that directly serve to protect investors, municipal entities, obligated persons and the public interest or market transparency goals. In a time when faced with unique challenges resulting from the sustained pandemic, the proposed rule change will afford dealers, municipal advisors and the examining authorities the ability to safeguard the health and safety of their personnel and to more effectively allocate resources to serve and promote the protection of investors, municipal entities, obligated persons and the public interest. In addition, the proposed rule change will also alleviate some of the operational challenges these regulated entities may be experiencing, which will allow them to more effectively allocate resources to the provision of advice and the operations that facilitate 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. Additionally, the proposed rule change is consistent with Section 15B(b)(2)(E) of the Exchange Act,18 which provides that the MSRB’s rules shall provide: for the periodic examination in accordance with subsection (c)(7) of this section of municipal securities brokers, municipal securities dealers, and municipal advisors to determine compliance with applicable provisions of this title, the rules and regulations thereunder, and the rules of the Board. Such rules shall specify the minimum scope and frequency of such examinations and shall be designed to avoid unnecessary regulatory duplication or undue regulatory burdens for any such municipal securities broker, municipal securities dealer, or municipal advisor. Given the potential period of the pandemic and resulting persistent challenges to business operations, the proposed rule change provides examining authorities, not only with the ability to appropriately allocate their resources, but with a degree of flexibility to be responsive to the challenges dealers may face and minimize, to the extent possible, undue regulatory burdens, while not substantively altering examining authorities’ obligations to examine for compliance with applicable rules of the Board and applicable provisions of the 18 15 U.S.C. 78o–4(b)(2)(E). VerDate Sep<11>2014 17:35 Dec 14, 2020 Jkt 253001 Act. The MSRB believes the temporary relief to provide for an extension of time for examining authorities to initiate periodic compliance examinations is not likely to, in isolation, create an investor protection harm given that, through risk assessments, dealers are prioritized and examined with a greater frequency than the timeline Rule G–16 allows.19 The MSRB believes that the proposed rule change is also consistent with Section 15B(b)(2)(A) of the Act,20 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,’’ in that those acting in the capacity of a municipal advisor principal would still be subject to the regulatory requirements under Rule G– 3, including the requirement to be qualified with the Series 50 examination. Additionally, continuing to allow individuals to function in a principal capacity with the Series 50 for a period of time before having to pass the Series 54 examination, given this protracted period of the pandemic, provides individuals flexibility to prioritize safeguarding their health and safety and the proposed rule change is not inconsistent with the purpose of the grace period that the MSRB originally provided such professionals to qualify by the Series 54 examination, which is to minimize disruptions and to provide an orderly transition to the new qualification requirements.21 B. Self-Regulatory Organization’s Statement on Burden on Competition Section 15B(b)(2)(C) of the Act requires that MSRB rules be designed not to impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act.22 The MSRB does not believe that the proposed rule change will impose any burden on competition not necessary or appropriate in furtherance of the Exchange Act. The goal of the proposed rule change is to provide temporary relief to grant additional time for 19 The MSRB stated in a filing made with the SEC, in 2011, that firms that are members of a registered securities association are risk-ranked based on an analysis of various identified risks and related factors. See Release No. 34–65992 (Dec. 16, 2011), 76 FR 79738 (Dec. 22, 2011) (File No. SR–MSRB– 2011–19). 20 15 U.S.C. 78o–4(b)(2)(A). 21 See Release No. 34–84630 (Nov. 20, 2018), 83 FR 60927 (Nov. 27, 2018) (File No. SR–MSRB– 2018–07). 22 15 U.S.C. 78o–4(b)(2)(C). PO 00000 Frm 00081 Fmt 4703 Sfmt 4703 regulated entities and the examining authorities to meet certain obligations under MSRB rules during the exigent circumstances of the COVID–19 pandemic but would not alter their underlying obligations under MSRB rules. Additionally, Section 15B(b)(2)(L)(iv) of the Exchange 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.23 The MSRB believes that the proposed rule change is consistent with Section 15B(b)(2)(L)(iv) of the Exchange Act 24 in that, while the proposed rule change to extend the date by which individuals have to pass the Series 54 examination will affect all municipal advisors, including small municipal advisors, there is no new regulatory burden that results. Small municipal advisors typically have fewer associated persons and, as a result, their resources may be more limited during the pandemic and the benefits of the proposed rule change may provide smaller municipal advisors a greater benefit given their limited resources. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments were neither solicited nor received on the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Pursuant to Section 19(b)(3)(A) 25 of the Act and Rule 19b–4(f)(6) 26 thereunder, the MSRB has designated the proposed rule change as one that effects a change that: (i) Does not significantly affect the protection of investors or the public interest; (ii) does not impose any significant burden on competition; and (iii) by its terms, does not become operative for 30 days after the date of the filing, or such shorter time as the Commission may designate. A proposed rule change filed under Rule 19b–4(f)(6) normally does not become operative until 30 days after the date of filing.27 However, Rule 19b– 4(f)(6)(iii) 28 permits the Commission to 23 15 U.S.C. 78o–4(b)(2)(L)(iv). 24 Id. 25 15 26 17 U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f)(6). 27 Id. 28 17 E:\FR\FM\15DEN1.SGM CFR 240.19b–4(f)(6)(iii). 15DEN1 Federal Register / Vol. 85, No. 241 / Tuesday, December 15, 2020 / Notices designate a shorter time if such action is consistent with the protection of investors and the public interest.29 The MSRB has requested that the Commission designate the proposed rule change operative upon filing,30 as specified in Rule 19b–4(f)(6)(iii),31 which would make the proposed rule change operative on December 2, 2020. The MSRB notes that the proposed rule change does not relieve regulated entities from compliance with underlying obligations. Rather, the proposed rule change provides regulated entities with additional time and flexibility to comply with certain compliance obligations for a temporary period of time. Additionally, it grants examining authorities an extension of time to examine dealers without substantially altering the examining authorities’ obligations. The MSRB believes the proposed rule change will afford regulated entities the ability to more effectively allocate resources to serve and promote the protection of investors, municipal entities, obligated persons and the public interest during the sustained pandemic. Further the MSRB stated, that by alleviating operational challenges, the proposed rule change will allow regulated entities to focus resources on the provision of advice and operations that facilitate transactions in municipal securities and municipal financial products. The Commission believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest. The proposed rule change does not relieve regulated entities from compliance with underlying obligations and will allow regulated entities to more effectively allocate resources during ongoing disruption to normal business functions as a result of the pandemic. Waiver of the 30-day operative period will alleviate operational challenges and facilitate the provision of advice and transactions in the municipal securities market in light of the ongoing impacts to in-person interactions, travel, health and safety presented by the pandemic. Accordingly, the Commission hereby waives the 30-day operative delay specified in Rule 19b–4(f)(6)(iii) and 29 In addition, Rule 19b–4(f)(6)(iii) requires a selfregulatory organization to give the Commission written notice of its intent to file a proposed rule change, along with a brief description and text of such proposed rule change, at least five business days prior to the date of filing, or such shorter time as designated by the Commission. The Commission has designated a shorter time for delivery of such written notice. 30 See SR–MSRB–2018–10. 31 17 CFR 240.19b–4(f)(6)(iii). VerDate Sep<11>2014 17:35 Dec 14, 2020 Jkt 253001 81257 designates the proposed rule change to be operative upon filing.32 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. 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–2020–09 and should be submitted on or before January 5, 2021. 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: For the Commission, pursuant to delegated authority.33 J. Matthew DeLesDernier, Assistant Secretary. 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–2020–09 on the subject line. Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549. All submissions should refer to File Number SR–MSRB–2020–09. 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 32 For the purpose of waiving the 30-day operative delay for this proposal, the Commission has considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). PO 00000 Frm 00082 Fmt 4703 Sfmt 4703 [FR Doc. 2020–27486 Filed 12–14–20; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–90615; File No. SR– NASDAQ–2020–065] Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Withdrawal of Proposed Rule Change To Lower the Enterprise License Fee for Broker-Dealers Distributing Nasdaq Basic to Internal Professional Subscribers as Set Forth in the Equity 7 Pricing Schedule, Section 147, and the Enterprise License Fee for BrokerDealers Distributing Nasdaq Last Sale to Professional Subscribers at Equity 7, Section 139 December 9, 2020. On September 30, 2020, The Nasdaq Stock Market LLC (‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 1 and Rule 19b– 4 thereunder,2 a proposed rule change to lower the enterprise license fee for broker-dealers distributing Nasdaq Basic to internal professional subscribers as set forth in the Equity 7 Pricing Schedule, Section 147, and the enterprise license fee for broker-dealers distributing Nasdaq Last Sale to professional subscribers at Equity 7, Section 139. The proposed rule change was published for comment in the Federal Register on October 20, 2020.3 On November 23, 2020, the Exchange withdrew the proposed rule change (SR–NASDAQ–2020–065). 33 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 See Securities Exchange Act Release No. 90177 (October 14, 2020), 85 FR 66620. Comments on the proposed rule change can be found at: https:// www.sec.gov/comments/sr-nasdaq-2020-065/ srnasdaq2020065.htm. 1 15 E:\FR\FM\15DEN1.SGM 15DEN1

Agencies

[Federal Register Volume 85, Number 241 (Tuesday, December 15, 2020)]
[Notices]
[Pages 81254-81257]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-27486]



[[Page 81254]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-90621; File No. SR-MSRB-2020-09]


Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule 
Change To Provide Additional Regulatory Relief on a Temporary Basis to 
Dealers and Municipal Advisors Due to the Sustained Coronavirus (COVID-
19) Pandemic

December 9, 2020.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ notice 
is hereby given that on December 2, 2020 the Municipal Securities 
Rulemaking Board (``MSRB'' or ``Board'') filed with the Securities and 
Exchange Commission (``SEC'' or ``Commission'') the proposed rule 
change as described in Items I and II, below, which Items have been 
prepared by the MSRB. The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The MSRB filed with the Commission a proposed rule change to (i) 
amend Supplementary Material .01, Temporary Relief for Completing 
Office Inspections, of MSRB G-27, on supervision, to allow internal 
inspections of brokers, dealers and municipal securities dealers 
(collectively, ``dealers'') to be conducted remotely, subject to 
certain conditions, for calendar year 2020 and calendar year 2021, 
without an on-site visit to the office or location; (ii) amend MSRB 
Rule G-16, on periodic compliance examinations, to add Supplementary 
Material .01, Temporary Relief for Completing Periodic Compliance 
Examination, to provide a temporary extension of time for registered 
securities associations \3\ and appropriate regulatory agencies \4\ 
(collectively, ``examining authorities'') to initiate periodic 
examinations of dealers; (iii) amend Supplementary Material .09, 
Temporary Relief for Municipal Advisor Principal, of MSRB Rule G-3, on 
professional qualification requirements, to provide a further extension 
of time for those individuals who meet the definition of a municipal 
advisor principal \5\ to become appropriately qualified by passing the 
Municipal Advisor Principal Qualification Examination (Series 54); and 
(iv) make a technical change to Supplementary Material .12, Temporary 
Relief for Municipal Advisor Continuing Education Requirements, of MSRB 
Rule G-3 to update a cross-reference (collectively the ``proposed rule 
change'').
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    \3\ Section 15B(c)(7) of the Exchange Act provides that periodic 
examinations of municipal securities brokers and municipal 
securities dealers shall be conducted by a registered securities 
association, in the case of municipal securities brokers and 
municipal securities dealers that are members of such association. 
The Financial Industry Regulatory Authority (``FINRA'') is currently 
the only registered securities association. See 15 U.S.C. 78o-
4(c)(7).
    \4\ Pursuant to Section 15B(c)(7) of the Exchange Act, municipal 
securities brokers and municipal securities dealers who are not 
members of a registered securities association shall be examined by 
their appropriate regulatory agency. The term ``appropriate 
regulatory agency'' when used with respect to municipal securities 
dealers means, in part, the Office of the Comptroller of the 
Currency (``OCC''), the Board of Governors of the Federal Reserve 
System (``FRB''), and the Federal Deposit Insurance Corporation 
(``FDIC''). See 15 U.S.C. 78c(a)(34)(A). The Commission also has the 
authority to examine all registered municipal securities dealers. 
See 15 U.S.C. 78q(b)(1).
    \5\ The term ``municipal advisor principal'' is defined in Rule 
G-3(e)(i) to mean 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.
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    The MSRB has designated the proposed rule change as constituting a 
``noncontroversial'' rule change under Section 19(b)(3)(A) \6\ of the 
Act and Rule 19b-4(f)(6) \7\ thereunder, which renders the proposal 
effective upon receipt of this filing by the Commission and has 
requested that the Commission waive the requirement that the proposed 
rule change not become operative for 30 days after the date of the 
filing, so that the MSRB can implement the proposed rule change 
immediately.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78s(b)(3)(A).
    \7\ 17 CFR 240.19b-4(f)(6).
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    The text of the proposed rule change is available on the MSRB's 
website at www.msrb.org/Rules-and-Interpretations/SEC-Filings/2020-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
    In March of this year, the United States declared a national 
emergency in response to the coronavirus disease (``COVID-19'') 
pandemic.\8\ In light of the operational challenges and disruptions to 
normal business functions as a result of COVID-19 pandemic, the MSRB 
filed a proposed rule change for immediate effectiveness with the SEC 
in April of this year that provided regulatory relief on a temporary 
basis to dealers and municipal advisors (collectively ``regulated 
entities''). The MSRB stated it would continue to monitor the impact of 
COVID-19 and work in close coordination with other financial regulators 
and governmental authorities.\9\
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    \8\ See The White House, ``Proclamation on Declaring a National 
Emergency Concerning the Novel Coronavirus Disease (COVID-19) 
Outbreak,'' (March 13, 2020) https://www.whitehouse.gov/
presidential-actions/proclamation-declaring-national-emergency-
concerning-novel-coronavirus-disease-covid-19-outbreak/
#:~:text=On%20March%2011%2C%202020%2C%20the,and%20across%20the%20Unit
ed%20States.
    \9\ See Release No. 34-88694 (April 20, 2020), 85 FR 23088 
(April 24, 2020) (File No. SR-MSRB-2020-01) (``April relief'').
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    The MSRB recognizes that a vast number of regulated entities are 
still operating under business continuity plans and continue to manage 
operations from alternate sites with employees working from diverse 
work locations and telework arrangements. The impacts of the COVID-19 
pandemic persist and, in an effort to slow the spread of COVID-19, many 
states are continuing to impose stay-at-home orders, limitations on in-
person interactions and travel restrictions. Due to the ongoing 
pandemic-related health and safety concerns and the operational 
challenges regulated entities continue to experience, the MSRB believes 
the additional tailored temporary relief provided in the proposed rule 
change is warranted.
Temporary Relief Under Rule G-27 To Allow Remote Inspections for 
Calendar Year 2020 and Calendar Year 2021
    With respect to Rule G-27, the April relief extended the deadline 
until March 31, 2021 for dealers to complete their

[[Page 81255]]

calendar year 2020 inspections.\10\ However, in light of the health and 
safety concerns coupled with the continued restrictions on social 
interactions and travel, the April relief is no longer sufficient. To 
help proactively address the challenges resulting from the sustained 
pandemic, the MSRB is proposing to amend temporary Supplementary 
Material .01 under Rule G-27, on supervision, to provide dealers, 
subject to specified requirements therein, the ability to conduct the 
inspections of their offices and locations for calendar year 2020 and 
calendar year 2021 remotely without the need to conduct an onsite visit 
to such office or location.\11\
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    \10\ Id.
    \11\ The proposed amendment to Supplementary Material .01 would 
be analogous to FINRA's rule change, File No. SR-FINRA-2020-04, 
which was filed on November 6, 2020 and was effective upon filing. 
See Release No. 34-90454 (Nov. 6, 2020) https://www.sec.gov/rules/sro/finra/2020/34-90454.pdf.
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    The proposed amendment to Supplementary Material .01 would set 
forth that inspections are due to be completed by March 31, 2021 for 
calendar year 2020 and completed by December 31, 2021 for calendar year 
2021, the requirement to amend or supplement written supervisory 
procedures for remote inspections, the use of remote inspections as 
part of an effective supervisory system, and documentation 
requirements. The MSRB believes affording dealers the option to conduct 
remote inspections is a prudent regulatory approach during these 
unprecedented times while continuing to serve the important investor 
protection objectives of the inspection requirements under these unique 
circumstances. The temporary proposed supplementary material makes 
clear that it is not intended to alter a dealer's core responsibility, 
embodied in Rule G-27, to establish and maintain a system to supervise 
the activities of each associated person that is reasonably designed to 
ensure compliance with Board rules and the applicable provisions of the 
Act and rules thereunder.
Temporary Relief Under Rule G-16 To Extend the Time To Complete 
Periodic Compliance Examinations
    MSRB Rule G-16, on periodic compliance examination, provides that 
at least once every four calendar years, each dealer that is a member 
of a registered securities association, must be examined by such 
registered securities association (i.e., FINRA); and at least once 
every two calendar years, each municipal securities dealer that is a 
bank or subsidiary or department or division of a bank must be examined 
by the appropriate regulatory agency (i.e., OCC, FRB, or FDIC), in 
accordance with Section 15B(c)(7) of the Exchange Act \12\ for 
compliance with applicable rules of the Board and applicable provisions 
of the Act and rules and regulations of the Commission thereunder.
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    \12\ 15 U.S.C. 78o-4(b)(c)(7).
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    In an effort to provide examining authorities with an opportunity 
to better manage and allocate resources during these exigent 
circumstances; and in working with dealers as they manage operational 
challenges due to the pandemic, the MSRB is proposing to temporarily 
modify the date by which compliance examinations under Rule G-16 must 
be met. Specifically, the proposed rule change would deem any 
examination initiated between January 1, 2020 and March 31, 2021 to 
have occurred in calendar year 2020.
Temporary Relief Under Rule G-3 To Extend Time To Complete Professional 
Qualification Requirements and Technical Amendment
    In connection with the MSRB's April relief, the MSRB provided 
additional time to allow individuals to fulfill certain professional 
qualification standards under Rule G-3, on professional qualification 
requirements.\13\ At that time, due to the uncertainty regarding 
ongoing stay-at-home orders and social distance restrictions that could 
impact capacity at Prometric testing centers,\14\ the MSRB extended the 
date by which individuals are required to become qualified with the 
Series 54 examination from November 12, 2020 to March 31, 2021.\15\ 
Given the protracted period of the COVID-19 pandemic, the MSRB is 
taking proactive measures and is proposing to amend Supplementary 
Material .09 of Rule G-3 to extend the time period from March 31, 2021 
to November 12, 2021, by which individuals who meet the definition of a 
municipal advisor principal must become appropriately qualified by 
passing the Series 54 examination. This extension of time affords 
municipal advisors and individuals functioning as municipal advisor 
principals a full year from the sunsetting of the original grace-period 
\16\ 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 persons are qualified with the 
Municipal Advisor Representative Qualification Examination (Series 50).
---------------------------------------------------------------------------

    \13\ See supra note 9.
    \14\ FINRA, as appointed by the Commission, provides test 
administration services to the MSRB for the delivery of MSRB-owned 
professional qualification examinations. See, e.g., Release No. 34-
75714 (Aug. 17, 2015) (Designation of the Financial Industry 
Regulatory Authority to Administer Professional Qualification Tests 
for Associated Persons of Registered Municipal Advisors). FINRA uses 
Prometric as its single vendor for the delivery of the professional 
qualification examinations that FINRA is charged with administering, 
including MSRB-owned professional qualification examinations.
    \15\ In the April relief, the MSRB provided temporary relief for 
dealers by permitting any individual qualified to function in the 
capacity as a municipal securities principal, municipal fund 
securities limited principal or a municipal securities sales 
principal additional time to engage in the principal activity before 
passing the applicable principal-level qualification examination. 
The April relief extended the requirement to 120 days from the time 
the MSRB announces that Prometric testing centers have resumed 
sufficient access to its testing centers. See Rules G-3(b)(ii)(D), 
G-3(b)(iv)(B)(4) and G-3(c)(ii)(D). The MSRB stated in the April 
relief that it would publish a notice on its website announcing when 
Prometric resumes operations in its testing centers, so regulated 
entities are on notice of when the 120-day period begins to toll. 
See supra note 9. The MSRB notes dealer firms are still covered 
under the April relief because, given the exigent circumstances 
surrounding the sustained pandemic, the MSRB has not yet announced 
when the obligation to take and pass the applicable principal 
examination must be completed.
    \16\ The MSRB had previously stated, to facilitate the 
transition to the new exam requirement, the MSRB was providing a 
one-year grace period, sunsetting on November 12, 2020, during which 
individuals qualified with the Series 50 examination would be able 
to take the Series 54 examination while continuing to engage in 
principal-level activities. See Release No. 34-84630 (Nov. 20, 
2018), 83 FR 60927 (Nov. 27, 2018) (File No. SR-MSRB-2018-07).
---------------------------------------------------------------------------

    The proposed rule change also makes a technical amendment to 
Supplementary Material .12 under Rule G-3, providing for the temporary 
relief for municipal advisor continuing education requirements, by 
correcting the cross-reference under the provision from (i)(ii)(B)(2) 
to (i)(ii)(B).
2. Statutory Basis
    The MSRB believes that the proposed rule change is consistent with 
Section 15B(b)(2)(C) of the Exchange Act,\17\ which provides that the 
MSRB's rules shall:
---------------------------------------------------------------------------

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

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.


[[Page 81256]]


    The proposed rule change is designed to provide regulated entities 
additional time to comply with certain obligations under MSRB rules for 
a temporary period of time; it does not relieve such entities from 
compliance with underlying obligations that directly serve to protect 
investors, municipal entities, obligated persons and the public 
interest or market transparency goals. In a time when faced with unique 
challenges resulting from the sustained pandemic, the proposed rule 
change will afford dealers, municipal advisors and the examining 
authorities the ability to safeguard the health and safety of their 
personnel and to more effectively allocate resources to serve and 
promote the protection of investors, municipal entities, obligated 
persons and the public interest. In addition, the proposed rule change 
will also alleviate some of the operational challenges these regulated 
entities may be experiencing, which will allow them to more effectively 
allocate resources to the provision of advice and the operations that 
facilitate 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.
    Additionally, the proposed rule change is consistent with Section 
15B(b)(2)(E) of the Exchange Act,\18\ which provides that the MSRB's 
rules shall provide:
---------------------------------------------------------------------------

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

for the periodic examination in accordance with subsection (c)(7) of 
this section of municipal securities brokers, municipal securities 
dealers, and municipal advisors to determine compliance with 
applicable provisions of this title, the rules and regulations 
thereunder, and the rules of the Board. Such rules shall specify the 
minimum scope and frequency of such examinations and shall be 
designed to avoid unnecessary regulatory duplication or undue 
regulatory burdens for any such municipal securities broker, 
---------------------------------------------------------------------------
municipal securities dealer, or municipal advisor.

    Given the potential period of the pandemic and resulting persistent 
challenges to business operations, the proposed rule change provides 
examining authorities, not only with the ability to appropriately 
allocate their resources, but with a degree of flexibility to be 
responsive to the challenges dealers may face and minimize, to the 
extent possible, undue regulatory burdens, while not substantively 
altering examining authorities' obligations to examine for compliance 
with applicable rules of the Board and applicable provisions of the 
Act. The MSRB believes the temporary relief to provide for an extension 
of time for examining authorities to initiate periodic compliance 
examinations is not likely to, in isolation, create an investor 
protection harm given that, through risk assessments, dealers are 
prioritized and examined with a greater frequency than the timeline 
Rule G-16 allows.\19\
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    \19\ The MSRB stated in a filing made with the SEC, in 2011, 
that firms that are members of a registered securities association 
are risk-ranked based on an analysis of various identified risks and 
related factors. See Release No. 34-65992 (Dec. 16, 2011), 76 FR 
79738 (Dec. 22, 2011) (File No. SR-MSRB-2011-19).
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    The MSRB believes that the proposed rule change is also consistent 
with Section 15B(b)(2)(A) of the Act,\20\ 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,'' in that those acting in the capacity 
of a municipal advisor principal would still be subject to the 
regulatory requirements under Rule G-3, including the requirement to be 
qualified with the Series 50 examination. Additionally, continuing to 
allow individuals to function in a principal capacity with the Series 
50 for a period of time before having to pass the Series 54 
examination, given this protracted period of the pandemic, provides 
individuals flexibility to prioritize safeguarding their health and 
safety and the proposed rule change is not inconsistent with the 
purpose of the grace period that the MSRB originally provided such 
professionals to qualify by the Series 54 examination, which is to 
minimize disruptions and to provide an orderly transition to the new 
qualification requirements.\21\
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    \20\ 15 U.S.C. 78o-4(b)(2)(A).
    \21\ See Release No. 34-84630 (Nov. 20, 2018), 83 FR 60927 (Nov. 
27, 2018) (File No. SR-MSRB-2018-07).
---------------------------------------------------------------------------

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

    Section 15B(b)(2)(C) of the Act requires that MSRB rules be 
designed not to impose any burden on competition not necessary or 
appropriate in furtherance of the purposes of the Act.\22\ The MSRB 
does not believe that the proposed rule change will impose any burden 
on competition not necessary or appropriate in furtherance of the 
Exchange Act. The goal of the proposed rule change is to provide 
temporary relief to grant additional time for regulated entities and 
the examining authorities to meet certain obligations under MSRB rules 
during the exigent circumstances of the COVID-19 pandemic but would not 
alter their underlying obligations under MSRB rules.
---------------------------------------------------------------------------

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

    Additionally, Section 15B(b)(2)(L)(iv) of the Exchange 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.\23\ The MSRB believes that the proposed rule 
change is consistent with Section 15B(b)(2)(L)(iv) of the Exchange Act 
\24\ in that, while the proposed rule change to extend the date by 
which individuals have to pass the Series 54 examination will affect 
all municipal advisors, including small municipal advisors, there is no 
new regulatory burden that results. Small municipal advisors typically 
have fewer associated persons and, as a result, their resources may be 
more limited during the pandemic and the benefits of the proposed rule 
change may provide smaller municipal advisors a greater benefit given 
their limited resources.
---------------------------------------------------------------------------

    \23\ 15 U.S.C. 78o-4(b)(2)(L)(iv).
    \24\ Id.
---------------------------------------------------------------------------

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor received on the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Pursuant to Section 19(b)(3)(A) \25\ of the Act and Rule 19b-
4(f)(6) \26\ thereunder, the MSRB has designated the proposed rule 
change as one that effects a change that: (i) Does not significantly 
affect the protection of investors or the public interest; (ii) does 
not impose any significant burden on competition; and (iii) by its 
terms, does not become operative for 30 days after the date of the 
filing, or such shorter time as the Commission may designate. A 
proposed rule change filed under Rule 19b-4(f)(6) normally does not 
become operative until 30 days after the date of filing.\27\ However, 
Rule 19b-4(f)(6)(iii) \28\ permits the Commission to

[[Page 81257]]

designate a shorter time if such action is consistent with the 
protection of investors and the public interest.\29\ The MSRB has 
requested that the Commission designate the proposed rule change 
operative upon filing,\30\ as specified in Rule 19b-4(f)(6)(iii),\31\ 
which would make the proposed rule change operative on December 2, 
2020.
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    \25\ 15 U.S.C. 78s(b)(3)(A).
    \26\ 17 CFR 240.19b-4(f)(6).
    \27\ Id.
    \28\ 17 CFR 240.19b-4(f)(6)(iii).
    \29\ In addition, Rule 19b-4(f)(6)(iii) requires a self-
regulatory organization to give the Commission written notice of its 
intent to file a proposed rule change, along with a brief 
description and text of such proposed rule change, at least five 
business days prior to the date of filing, or such shorter time as 
designated by the Commission. The Commission has designated a 
shorter time for delivery of such written notice.
    \30\ See SR-MSRB-2018-10.
    \31\ 17 CFR 240.19b-4(f)(6)(iii).
---------------------------------------------------------------------------

    The MSRB notes that the proposed rule change does not relieve 
regulated entities from compliance with underlying obligations. Rather, 
the proposed rule change provides regulated entities with additional 
time and flexibility to comply with certain compliance obligations for 
a temporary period of time. Additionally, it grants examining 
authorities an extension of time to examine dealers without 
substantially altering the examining authorities' obligations. The MSRB 
believes the proposed rule change will afford regulated entities the 
ability to more effectively allocate resources to serve and promote the 
protection of investors, municipal entities, obligated persons and the 
public interest during the sustained pandemic. Further the MSRB stated, 
that by alleviating operational challenges, the proposed rule change 
will allow regulated entities to focus resources on the provision of 
advice and operations that facilitate transactions in municipal 
securities and municipal financial products.
    The Commission believes that waiving the 30-day operative delay is 
consistent with the protection of investors and the public interest. 
The proposed rule change does not relieve regulated entities from 
compliance with underlying obligations and will allow regulated 
entities to more effectively allocate resources during ongoing 
disruption to normal business functions as a result of the pandemic. 
Waiver of the 30-day operative period will alleviate operational 
challenges and facilitate the provision of advice and transactions in 
the municipal securities market in light of the ongoing impacts to in-
person interactions, travel, health and safety presented by the 
pandemic. Accordingly, the Commission hereby waives the 30-day 
operative delay specified in Rule 19b-4(f)(6)(iii) and designates the 
proposed rule change to be operative upon filing.\32\
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    \32\ For the purpose of waiving the 30-day operative delay for 
this proposal, the Commission has considered the proposed rule's 
impact on efficiency, competition, and capital formation. See 15 
U.S.C. 78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-MSRB-2020-09 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549.

All submissions should refer to File Number SR-MSRB-2020-09. 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-2020-09 and should be submitted on 
or before January 5, 2021.

    For the Commission, pursuant to delegated authority.\33\
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    \33\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-27486 Filed 12-14-20; 8:45 am]
BILLING CODE 8011-01-P
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