Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Consisting of Amendments to MSRB Rule A-8 and the By-Laws of the Municipal Securities Rulemaking Board To Update Descriptions of Board Rulemaking Processes and Eliminate Redundant or Obsolete Provisions, 28416-28418 [2021-11084]

Download as PDF 28416 Federal Register / Vol. 86, No. 100 / Wednesday, May 26, 2021 / Notices For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.24 J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2021–11078 Filed 5–25–21; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–91958; File No. SR–MSRB– 2021–03] Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Consisting of Amendments to MSRB Rule A–8 and the By-Laws of the Municipal Securities Rulemaking Board To Update Descriptions of Board Rulemaking Processes and Eliminate Redundant or Obsolete Provisions May 20, 2021. 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 May 19, 2021 the Municipal Securities Rulemaking Board (‘‘MSRB’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the MSRB. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The MSRB filed with the Commission a proposed rule change consisting of amendments to MSRB Rule A–8, relating to rulemaking procedures, and parallel amendments to Article 8 of the By-Laws of the Municipal Securities Rulemaking Board (‘‘Bylaws’’), which reproduces MSRB Rule A–8 (the ‘‘proposed rule change’’). The MSRB has designated the proposed rule change as ‘‘concerned solely with the administration of the self regulatory organization’’ under Section 19(b)(3)(A)(iii) of the Act 3 and Rule 19b–4(f)(3) thereunder,4 which renders the proposal effective upon filing with the Commission. As described below, the proposed rule change would update 24 17 CFR 200.30–3(a)(12). 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–4(f)(3). 1 15 VerDate Sep<11>2014 20:00 May 25, 2021 descriptions of Board rulemaking processes and eliminate redundant or obsolete provisions. The text of the proposed rule change is available on the MSRB’s website at www.msrb.org/Rules-andInterpretations/SEC-Filings/2021Filings.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 MSRB rulemaking is governed by Section 19 of the Exchange Act 5 and Rule 19b–4 thereunder, which describe the processes self-regulatory organizations must follow to file proposed rule changes with the Commission. MSRB Rule A–8 reflects, and to some extent incorporates, these requirements and includes provisions that describe Board processes for complying with them. The proposed rule change is intended to update these provisions and reduce unnecessary complexity, as follows. Eliminating Unnecessary Descriptions of Statutory Requirements Section (a) of MSRB Rule A–8 notes the statutory requirements with which the Board must comply when it adopts rules and also restates the statutory authority granted to the Board in Section 15B(b) of the Exchange Act.6 While referencing the Board’s statutory authority in section (a) is useful to provide context for what follows, the more detailed description adds unnecessary length and complexity. The proposed rule change streamlines the section by deleting the detailed description but does not change the substance of the rule. The proposed rule change further improves the readability of section (a) by moving the sentence 5 15 6 15 Jkt 253001 PO 00000 U.S.C. 78s. U.S.C. 78o-4(b). Frm 00088 Fmt 4703 Sfmt 4703 describing who must sign rule filings— a separate topic—into a new section (b). Removing Outdated or Obsolete References Current section (b) of MSRB Rule A–8 (section (c) in the proposed rule change) notes that the Board may ‘‘render or cause to be rendered advisory opinions and interpretations of rules of the Board at the request of any interested person.’’ 7 The proposed rule change removes the reference to ‘‘advisory opinions,’’ a term that the Board once used, but no longer uses, to describe certain interpretations. Removing this reference would eliminate the potential for confusion about the meaning of the term without limiting the kinds of interpretive and other materials relating to rulemaking that the Board may issue.8 In addition, because the Board may interpret its rules on its own initiative, in addition to upon request, the proposed rule change removes the reference to ‘‘the request of any interested person.’’ Finally, the proposed rule change replaces the words ‘‘render’’ and ‘‘rendered’’ in the first sentence with ‘‘issue’’ and ‘‘issued’’ and revises the second sentence to say that interpretations shall ‘‘be consistent with,’’ rather than ‘‘represent,’’ the Board’s intent in adopting the rules being interpreted. The Board believes that the new phrasing is clearer. Current section (c) of MSRB Rule A–8 provides that the Board may approve procedures relating to the administration of MSRB rules pursuant to MSRB Rule A–4(d), which describes requirements for taking Board action without a meeting. Current Rule A–8(c) also provides that such procedures can take effect no earlier than 10 business days after publication and that regulated entities are subject to these procedures in the same manner as they are subject to the rules of the Board. Adopted at a time when the Board’s rules required the Board to approve changes to Board rules at a meeting of the Board (rather than through action without a meeting), Rule A–8(c) permitted the Board to approve minor changes to an MSRB form, for example, without a meeting. Because the Board’s 7 The Board is currently engaged in a retrospective review of the catalogue of interpretive guidance in its rule book. The multi-year initiative is intended to streamline and modernize the rule book by clarifying, amending and/or retiring guidance that no longer achieves its intended purposes. See MSRB Notice 2021–02 (February 11, 2021). 8 Depending on its substance, an interpretation may be deemed to be a proposed rule change pursuant to Exchange Act Rule 19b–4, in which case it must be filed with the Commission. E:\FR\FM\26MYN1.SGM 26MYN1 Federal Register / Vol. 86, No. 100 / Wednesday, May 26, 2021 / Notices rules have for some time allowed it to take any permissible action, including actions relating to rulemaking, without a meeting,9 this section is obsolete and the proposed rule change deletes it. Better Reflecting Current Transparency Practices Section (d) of MSRB Rule A–8 directs the Board to establish procedures to provide ‘‘access by all interested persons to rules of the Board and other official Board action.’’ As required by Exchange Act Rule 19b–4(m)(1),10 the Board posts and maintains a complete version of its rules on its website available for the public to access. The proposed rule change amends section (d) to mirror that requirement and current practice. Bylaws Article 8 of the Bylaws reproduces MSRB Rule A–8. Accordingly, the proposed rule change amends the Bylaws to mirror amended MSRB Rule A–8. 2. Statutory Basis The MSRB has adopted the proposed rule change pursuant to Section 15B(b)(2) 11 and 15B(b)(2)(I) 12 of the Exchange Act. Section 15B(b)(2) provides that: The Board shall propose and adopt rules to effect the purposes of this title with respect to transactions in municipal securities effected by brokers, dealers, and municipal securities dealers and advice provided to or on behalf of municipal entities or obligated persons by brokers, dealers, municipal securities dealers, and municipal advisors with respect to municipal financial products, the issuance of municipal securities, and solicitations of municipal entities or obligated persons undertaken by brokers, dealers, municipal securities dealers, and municipal advisors. Section 15B(b)(2)(I) of the Exchange Act provides that MSRB rules shall ‘‘provide for the operation and administration of the Board. . . .’’ Statutory Basis for Proposed Amendments To Eliminate Unnecessary Descriptions of Statutory Requirements The proposed amendment to MSRB Rule A–8(a) that deletes the detailed 9 MSRB Rule A–4(d) provides that action by the Board may be taken without a meeting by unanimous written consent. As the Board noted when it last amended MSRB Rule A–4(d), ‘‘[t]he Board takes action without a meeting infrequently, generally when a matter requires prompt attention in between scheduled meetings and circumstances preclude convening a special meeting.’’ Exchange Act Release No. 89998 (September 25, 2020); 85 FR 62001, 62002 (October 1, 2020); File No. SR–MSRB 2020–05. 10 17 CFR 240.19b–4(m)(1). 11 15 U.S.C. 78o–4(b)(2). 12 15 U.S.C. 78o–4(b)(2)(I). VerDate Sep<11>2014 20:00 May 25, 2021 Jkt 253001 description of the Board’s statutory authority is consistent with Section 15B(b)(2) of the Exchange Act, which grants that authority. As amended, MSRB Rule A–8(a) will continue to state, as Section 15B(b)(2) does, that the Board shall propose and adopt rules to effect the purposes of the Exchange Act. Because the Board remains subject to the detailed description of the Board’s statutory authority in Section 15B(b)(2) of the Exchange Act, it is unnecessary, and potentially confusing, to duplicate or restate that description in the rule. In addition, both the proposed amendment to MSRB Rule A–8(a) that deletes the detailed description of the Board’s statutory authority and the amendment to MSRB Rule A–8(a) that moves the last sentence into a new subsection are consistent with Section 15B(b)(2)(I) of the Exchange Act because they provide for the operation and administration of the Board. MSRB Rule A–8 is an administrative rule that describes the Board’s processes for carrying out its statutory rulemaking responsibilities. Improving the readability of the rule should enhance the transparency of those processes. Statutory Basis for Proposed Amendments That Remove Outdated or Obsolete References The proposed amendments to current section (b) (section (c) in the proposed rule change) of MSRB Rule A–8 that update the description of the Board’s process for interpreting its rules are consistent with Section 15B(b)(2)(I) of the Exchange Act because they provide for the operation and administration of the Board. These amendments should improve transparency about Board processes by aligning the rule more closely to the Board’s current practices. The proposed amendment to delete current section (c) of MSRB Rule A–8 is also consistent with Section 15B(b)(2)(I) of the Exchange Act for the same reason. While section (c) provided for the operation and administration of the Board because it provided a Board process for the Board to approve certain procedures, that process is now obsolete. Deleting it from the rule should improve transparency and reduce the potential for confusion about the administrative processes the Board follows to take action related to rulemaking. Statutory Basis for Proposed Amendments To Better Reflect Current Transparency Practices The proposed amendments to section (d) of MSRB Rule A–8 are consistent with Section 15B(b)(2)(I) of the Exchange Act because they provide for PO 00000 Frm 00089 Fmt 4703 Sfmt 4703 28417 the operation and administration of the Board. Specifically, these amendments update the description of how the Board provides access to its rules. Updating that description to more closely align with current practice and the requirements of Exchange Act Rule 19b–4(m)(1) should enhance clarity about Board processes. Statutory Basis for Proposed Amendments to Bylaws The proposed amendments to the Bylaws are consistent with Section 15B(b)(2)(I) of the Exchange Act because they provide for the operation and administration of the Board. Specifically, the proposed amendments ensure that the Bylaws reflect, and are consistent with, the change to MSRB Rule A–8. B. Self-Regulatory Organization’s Statement on Burden on Competition Section 15B(b)(2)(C) of the Exchange Act requires that MSRB rules not be designed to impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Exchange Act.13 The proposed rule change relates only to the administration of the Board and would not impose or alter requirements on dealers, municipal advisors or others. Accordingly, the MSRB does not believe that the proposed rule change would result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Exchange Act. 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 The foregoing proposed rule change has become effective pursuant to Section 19(b)(3)(A) of the Act 14 and paragraph (f) of Rule 19b–4 thereunder.15 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 13 15 U.S.C. 78o–4(b)(2)(C). U.S.C. 78s(b)(3)(A). 15 17 CFR 240.19b–4(f). 14 15 E:\FR\FM\26MYN1.SGM 26MYN1 28418 Federal Register / Vol. 86, No. 100 / Wednesday, May 26, 2021 / Notices 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 For the Commission, pursuant to delegated authority.16 J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2021–11084 Filed 5–25–21; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–91960; File No. SR–Phlx– 2021–31] • 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–2021–03 on the subject line. Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Exchange’s Pricing Schedule at Equity 7, Section 3 Paper Comments 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 May 12, 2021, Nasdaq PHLX LLC (‘‘Phlx’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549. All submissions should refer to File Number SR–MSRB–2021–03. 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–2021–03 and should be submitted on or before June 16, 2021. VerDate Sep<11>2014 20:00 May 25, 2021 Jkt 253001 May 20, 2021. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend the Exchange’s pricing schedule at Equity 7, Section 3, as described further below. The Exchange originally filed the proposal pricing change on May 3, 2021 (SR–Phlx–2021–29). On May 12, 2021, the Exchange withdrew that filing and submitted this filing. The text of the proposed rule change is available on the Exchange’s website at https://listingcenter.nasdaq.com/ rulebook/phlx/rules, at the principal office of the Exchange, 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 Exchange 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 16 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 1 15 PO 00000 Frm 00090 Fmt 4703 Sfmt 4703 places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend its pricing schedule, at Equity 7, Section 3, to make a change to its fees for routing of orders using the SCAR routing option in all securities. Specifically, the Exchange proposes to lower the $0.0025 per share executed credit that is given to a member that enters an order in any of the three tapes using the ‘‘SCAR’’ routing option 3 which ultimately executes on Nasdaq BX (‘‘BX’’). BX recently revised its pricing schedule to lower its existing credits.4 Currently, all credits provided to members on BX are lower than $0.0025 per share executed. As a result, the Exchange is proposing to lower its existing $0.0025 per share credit to $0.0016 per share executed for SCAR orders that execute on BX in order to better align this amount with the credit amount provided by BX on its fee schedule. 2. Statutory Basis The Exchange believes that its proposal is consistent with Section 6(b) of the Act,5 in general, and furthers the objectives of Sections 6(b)(4) and 6(b)(5) of the Act,6 in particular, in that it provides for the equitable allocation of reasonable dues, fees and other charges among members and issuers and other persons using any facility, and is not designed to permit unfair discrimination between customers, issuers, brokers, or dealers. The Proposal Is Reasonable The Exchange’s proposed changes to its SCAR routing rebate are reasonable in several respects. As a threshold matter, the Exchange is subject to significant competitive forces in the market for equity securities transaction 3 Pursuant to Equity 4, Section 3315(a)(1)(A)(x), ‘‘SCAR’’ is a routing option under which orders will check the System for available shares and simultaneously route to BX and Nasdaq in accordance with the System routing table. If shares remain unexecuted after routing, they are posted on the book or cancelled. Once on the book, should the order subsequently be locked or crossed by another market center, the System will not route the order to the locking or crossing market center. 4 Securities Exchange Act Release No. 91639 (April 22, 2021), 80 FR 22500, (April 28, 2021). 5 15 U.S.C. 78f(b). 6 15 U.S.C. 78f(b)(4) and (5). E:\FR\FM\26MYN1.SGM 26MYN1

Agencies

[Federal Register Volume 86, Number 100 (Wednesday, May 26, 2021)]
[Notices]
[Pages 28416-28418]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-11084]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-91958; File No. SR-MSRB-2021-03]


Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule 
Change Consisting of Amendments to MSRB Rule A-8 and the By-Laws of the 
Municipal Securities Rulemaking Board To Update Descriptions of Board 
Rulemaking Processes and Eliminate Redundant or Obsolete Provisions

May 20, 2021.
    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 May 19, 2021 the Municipal Securities 
Rulemaking Board (``MSRB'') filed with the Securities and Exchange 
Commission (``SEC'' or ``Commission'') the proposed rule change as 
described in Items I, II, and III below, which Items have been prepared 
by the MSRB. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

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

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The MSRB filed with the Commission a proposed rule change 
consisting of amendments to MSRB Rule A-8, relating to rulemaking 
procedures, and parallel amendments to Article 8 of the By-Laws of the 
Municipal Securities Rulemaking Board (``Bylaws''), which reproduces 
MSRB Rule A-8 (the ``proposed rule change''). The MSRB has designated 
the proposed rule change as ``concerned solely with the administration 
of the self regulatory organization'' under Section 19(b)(3)(A)(iii) of 
the Act \3\ and Rule 19b-4(f)(3) thereunder,\4\ which renders the 
proposal effective upon filing with the Commission. As described below, 
the proposed rule change would update descriptions of Board rulemaking 
processes and eliminate redundant or obsolete provisions.
---------------------------------------------------------------------------

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

    The text of the proposed rule change is available on the MSRB's 
website at www.msrb.org/Rules-and-Interpretations/SEC-Filings/2021-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
    MSRB rulemaking is governed by Section 19 of the Exchange Act \5\ 
and Rule 19b-4 thereunder, which describe the processes self-regulatory 
organizations must follow to file proposed rule changes with the 
Commission. MSRB Rule A-8 reflects, and to some extent incorporates, 
these requirements and includes provisions that describe Board 
processes for complying with them. The proposed rule change is intended 
to update these provisions and reduce unnecessary complexity, as 
follows.
---------------------------------------------------------------------------

    \5\ 15 U.S.C. 78s.
---------------------------------------------------------------------------

Eliminating Unnecessary Descriptions of Statutory Requirements
    Section (a) of MSRB Rule A-8 notes the statutory requirements with 
which the Board must comply when it adopts rules and also restates the 
statutory authority granted to the Board in Section 15B(b) of the 
Exchange Act.\6\ While referencing the Board's statutory authority in 
section (a) is useful to provide context for what follows, the more 
detailed description adds unnecessary length and complexity. The 
proposed rule change streamlines the section by deleting the detailed 
description but does not change the substance of the rule. The proposed 
rule change further improves the readability of section (a) by moving 
the sentence describing who must sign rule filings--a separate topic--
into a new section (b).
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78o-4(b).
---------------------------------------------------------------------------

Removing Outdated or Obsolete References
    Current section (b) of MSRB Rule A-8 (section (c) in the proposed 
rule change) notes that the Board may ``render or cause to be rendered 
advisory opinions and interpretations of rules of the Board at the 
request of any interested person.'' \7\ The proposed rule change 
removes the reference to ``advisory opinions,'' a term that the Board 
once used, but no longer uses, to describe certain interpretations. 
Removing this reference would eliminate the potential for confusion 
about the meaning of the term without limiting the kinds of 
interpretive and other materials relating to rulemaking that the Board 
may issue.\8\
---------------------------------------------------------------------------

    \7\ The Board is currently engaged in a retrospective review of 
the catalogue of interpretive guidance in its rule book. The multi-
year initiative is intended to streamline and modernize the rule 
book by clarifying, amending and/or retiring guidance that no longer 
achieves its intended purposes. See MSRB Notice 2021-02 (February 
11, 2021).
    \8\ Depending on its substance, an interpretation may be deemed 
to be a proposed rule change pursuant to Exchange Act Rule 19b-4, in 
which case it must be filed with the Commission.
---------------------------------------------------------------------------

    In addition, because the Board may interpret its rules on its own 
initiative, in addition to upon request, the proposed rule change 
removes the reference to ``the request of any interested person.'' 
Finally, the proposed rule change replaces the words ``render'' and 
``rendered'' in the first sentence with ``issue'' and ``issued'' and 
revises the second sentence to say that interpretations shall ``be 
consistent with,'' rather than ``represent,'' the Board's intent in 
adopting the rules being interpreted. The Board believes that the new 
phrasing is clearer.
    Current section (c) of MSRB Rule A-8 provides that the Board may 
approve procedures relating to the administration of MSRB rules 
pursuant to MSRB Rule A-4(d), which describes requirements for taking 
Board action without a meeting. Current Rule A-8(c) also provides that 
such procedures can take effect no earlier than 10 business days after 
publication and that regulated entities are subject to these procedures 
in the same manner as they are subject to the rules of the Board.
    Adopted at a time when the Board's rules required the Board to 
approve changes to Board rules at a meeting of the Board (rather than 
through action without a meeting), Rule A-8(c) permitted the Board to 
approve minor changes to an MSRB form, for example, without a meeting. 
Because the Board's

[[Page 28417]]

rules have for some time allowed it to take any permissible action, 
including actions relating to rulemaking, without a meeting,\9\ this 
section is obsolete and the proposed rule change deletes it.
---------------------------------------------------------------------------

    \9\ MSRB Rule A-4(d) provides that action by the Board may be 
taken without a meeting by unanimous written consent. As the Board 
noted when it last amended MSRB Rule A-4(d), ``[t]he Board takes 
action without a meeting infrequently, generally when a matter 
requires prompt attention in between scheduled meetings and 
circumstances preclude convening a special meeting.'' Exchange Act 
Release No. 89998 (September 25, 2020); 85 FR 62001, 62002 (October 
1, 2020); File No. SR-MSRB 2020-05.
---------------------------------------------------------------------------

Better Reflecting Current Transparency Practices
    Section (d) of MSRB Rule A-8 directs the Board to establish 
procedures to provide ``access by all interested persons to rules of 
the Board and other official Board action.'' As required by Exchange 
Act Rule 19b-4(m)(1),\10\ the Board posts and maintains a complete 
version of its rules on its website available for the public to access. 
The proposed rule change amends section (d) to mirror that requirement 
and current practice.
---------------------------------------------------------------------------

    \10\ 17 CFR 240.19b-4(m)(1).
---------------------------------------------------------------------------

Bylaws
    Article 8 of the Bylaws reproduces MSRB Rule A-8. Accordingly, the 
proposed rule change amends the Bylaws to mirror amended MSRB Rule A-8.
2. Statutory Basis
    The MSRB has adopted the proposed rule change pursuant to Section 
15B(b)(2) \11\ and 15B(b)(2)(I) \12\ of the Exchange Act.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78o-4(b)(2).
    \12\ 15 U.S.C. 78o-4(b)(2)(I).
---------------------------------------------------------------------------

    Section 15B(b)(2) provides that:

    The Board shall propose and adopt rules to effect the purposes 
of this title with respect to transactions in municipal securities 
effected by brokers, dealers, and municipal securities dealers and 
advice provided to or on behalf of municipal entities or obligated 
persons by brokers, dealers, municipal securities dealers, and 
municipal advisors with respect to municipal financial products, the 
issuance of municipal securities, and solicitations of municipal 
entities or obligated persons undertaken by brokers, dealers, 
municipal securities dealers, and municipal advisors.

    Section 15B(b)(2)(I) of the Exchange Act provides that MSRB rules 
shall ``provide for the operation and administration of the Board. . . 
.''
Statutory Basis for Proposed Amendments To Eliminate Unnecessary 
Descriptions of Statutory Requirements
    The proposed amendment to MSRB Rule A-8(a) that deletes the 
detailed description of the Board's statutory authority is consistent 
with Section 15B(b)(2) of the Exchange Act, which grants that 
authority. As amended, MSRB Rule A-8(a) will continue to state, as 
Section 15B(b)(2) does, that the Board shall propose and adopt rules to 
effect the purposes of the Exchange Act. Because the Board remains 
subject to the detailed description of the Board's statutory authority 
in Section 15B(b)(2) of the Exchange Act, it is unnecessary, and 
potentially confusing, to duplicate or restate that description in the 
rule.
    In addition, both the proposed amendment to MSRB Rule A-8(a) that 
deletes the detailed description of the Board's statutory authority and 
the amendment to MSRB Rule A-8(a) that moves the last sentence into a 
new subsection are consistent with Section 15B(b)(2)(I) of the Exchange 
Act because they provide for the operation and administration of the 
Board. MSRB Rule A-8 is an administrative rule that describes the 
Board's processes for carrying out its statutory rulemaking 
responsibilities. Improving the readability of the rule should enhance 
the transparency of those processes.
Statutory Basis for Proposed Amendments That Remove Outdated or 
Obsolete References
    The proposed amendments to current section (b) (section (c) in the 
proposed rule change) of MSRB Rule A-8 that update the description of 
the Board's process for interpreting its rules are consistent with 
Section 15B(b)(2)(I) of the Exchange Act because they provide for the 
operation and administration of the Board. These amendments should 
improve transparency about Board processes by aligning the rule more 
closely to the Board's current practices.
    The proposed amendment to delete current section (c) of MSRB Rule 
A-8 is also consistent with Section 15B(b)(2)(I) of the Exchange Act 
for the same reason. While section (c) provided for the operation and 
administration of the Board because it provided a Board process for the 
Board to approve certain procedures, that process is now obsolete. 
Deleting it from the rule should improve transparency and reduce the 
potential for confusion about the administrative processes the Board 
follows to take action related to rulemaking.
Statutory Basis for Proposed Amendments To Better Reflect Current 
Transparency Practices
    The proposed amendments to section (d) of MSRB Rule A-8 are 
consistent with Section 15B(b)(2)(I) of the Exchange Act because they 
provide for the operation and administration of the Board. 
Specifically, these amendments update the description of how the Board 
provides access to its rules. Updating that description to more closely 
align with current practice and the requirements of Exchange Act Rule 
19b-4(m)(1) should enhance clarity about Board processes.
Statutory Basis for Proposed Amendments to Bylaws
    The proposed amendments to the Bylaws are consistent with Section 
15B(b)(2)(I) of the Exchange Act because they provide for the operation 
and administration of the Board. Specifically, the proposed amendments 
ensure that the Bylaws reflect, and are consistent with, the change to 
MSRB Rule A-8.

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

    Section 15B(b)(2)(C) of the Exchange Act requires that MSRB rules 
not be designed to impose any burden on competition not necessary or 
appropriate in furtherance of the purposes of the Exchange Act.\13\ The 
proposed rule change relates only to the administration of the Board 
and would not impose or alter requirements on dealers, municipal 
advisors or others. Accordingly, the MSRB does not believe that the 
proposed rule change would result in any burden on competition that is 
not necessary or appropriate in furtherance of the purposes of the 
Exchange Act.
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    \13\ 15 U.S.C. 78o-4(b)(2)(C).
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C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

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

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

    The foregoing proposed rule change has become effective pursuant to 
Section 19(b)(3)(A) of the Act \14\ and paragraph (f) of Rule 19b-4 
thereunder.\15\ 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

[[Page 28418]]

investors, or otherwise in furtherance of the purposes of the Act.
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    \14\ 15 U.S.C. 78s(b)(3)(A).
    \15\ 17 CFR 240.19b-4(f).
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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-2021-03 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-2021-03. 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-2021-03 and should be submitted on 
or before June 16, 2021.

    For the Commission, pursuant to delegated authority.\16\
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    \16\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-11084 Filed 5-25-21; 8:45 am]
BILLING CODE 8011-01-P
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