Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing of a Proposed Rule Change To Amend MSRB Rules G-12 and G-15 To Define Regular-Way Settlement for Municipal Securities Transactions as Occurring One Business Day After the Trade Date and To Amend Rule G-12 To Update an Outdated Cross Reference, 22075-22078 [2023-07612]
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Federal Register / Vol. 88, No. 70 / Wednesday, April 12, 2023 / Notices
FOR FURTHER INFORMATION CONTACT:
Trace W. Rakestraw, Senior Special
Counsel, at (202) 551–6825 (Division of
Investment Management, Chief
Counsel’s Office).
For
Applicants’ representations, legal
analysis, and conditions, please refer to
Applicants’ second amended and
restated application, dated March 23,
2023, which may be obtained via the
Commission’s website by searching for
the file number at the top of this
document, or for an Applicant using the
Company name search field on the
SEC’s EDGAR system. The SEC’s
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https://www.sec.gov/edgar/searchedgar/
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Room at (202) 551–8090.
SUPPLEMENTARY INFORMATION:
For the Commission, by the Division of
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authority.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023–07626 Filed 4–11–23; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–97257; File No. SR–MSRB–
2023–03]
Self-Regulatory Organizations;
Municipal Securities Rulemaking
Board; Notice of Filing of a Proposed
Rule Change To Amend MSRB Rules
G–12 and G–15 To Define Regular-Way
Settlement for Municipal Securities
Transactions as Occurring One
Business Day After the Trade Date and
To Amend Rule G–12 To Update an
Outdated Cross Reference
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April 6, 2023.
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 March 28, 2023 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, 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
2 17
U.S.C. 78s(b)(1).
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 amend MSRB
Rules G–12, on uniform practice, and
G–15, on confirmation, clearance,
settlement and other uniform practice
requirements with respect to
transactions with customers, to define
regular-way settlement for municipal
securities transactions as occurring one
business day after the trade date and a
proposed amendment to Rule G–12 to
update an outdated cross reference (the
‘‘proposed rule change’’).
The MSRB requests that the proposed
rule change be approved with an
implementation date of May 28, 2024, to
align with the implementation date for
Exchange Act Rule 15c6–1, as
amended.3
The text of the proposed rule change
is available on the MSRB’s website at
https://msrb.org/2023-SEC-Filings, at
the MSRB’s principal office, and at the
Commission’s Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
MSRB included statements concerning
the purpose of and basis for the
proposed rule change and discussed any
comments it received on the proposed
rule change. The text of these statements
may be examined at the places specified
in Item IV below. The MSRB has
prepared summaries, set forth in
Sections A, B, and C below, of the most
significant aspects of such statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
Consistent with the MSRB’s strategic
goal to modernize the MSRB Rule Book,
the proposed rule change would amend
MSRB Rule G–12(b)(ii)(B)–(D) and
MSRB Rule G–15(b)(ii)(B)–(C) to define
regular-way settlement for municipal
securities transactions as occurring on
one business day after the trade date
(‘‘T+1’’). This proposed rule change
would align with regular-way settlement
on T+1 for equities and corporate bonds
under Exchange Act Rule 15c6–1, as
3 See Exchange Act Release No. 96930 (Feb. 15,
2023), 88 FR 13872 at 13916 (Mar. 6, 2023) (File
No. S7–050–22) (‘‘SEC’s T+1 Adopting Release’’). If
the Commission’s compliance date were to change,
the MSRB would issue a regulatory notice to modify
the compliance date to remain aligned with the
Commission’s compliance date.
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amended.4 Although Exchange Act Rule
15c6–1, as amended 5 does not apply to
municipal securities transactions, the
MSRB believes that the regular-way
settlement cycle for municipal securities
transactions in the secondary market
should be consistent with that for equity
and corporate bond transactions.
Therefore, to facilitate a T+1 standard
settlement cycle, the MSRB is proposing
to amend MSRB Rule G–12(b)(ii)(B)–(D)
and Rule G–15(b)(ii)(B)–(C) to define
regular-way settlement as occurring on
the first business day following the
trade date rather than on the second
business day following the trade date.
Background
The SEC initially adopted Exchange
Act Rule 15c6–1 6 in 1993 to shorten the
settlement cycle of most equity and
corporate bond transactions from the
industry standard of within five
business days (‘‘T+5’’) to requiring
settlement within three business days
(‘‘T+3’’).7 The T+3 settlement cycle
remained in effect until 2017 when the
SEC amended Exchange Act Rule 15c6–
1 8 to require the settlement of most
equity and corporate bond transactions
within two business days (‘‘T+2’’).9 On
February 15, 2023, the SEC adopted
amendments to Exchange Act Rule
15c6–1 (‘‘Amended SEC Rule 15c6–
1’’) 10 to further shorten the settlement
process, requiring the settlement of most
equity and corporate bond transactions
on T+1.
Amended SEC Rule 15c6–1(a) 11
prohibits a broker-dealer from effecting
or entering into a contract for the
purchase or sale of a security (other than
an exempted security,12 a government
security, a municipal security,
commercial paper, bankers’
acceptances, or commercial bills) that
provide for payment of funds and
delivery of securities later than T+1,
unless the parties expressly agree to a
different settlement date at the time of
the transaction.13 The recent
4 17
CFR 240.15c6–1.
5 Id.
6 Id.
7 Exchange Act Release No. 33023 (Oct. 6, 1993),
58 FR 52891 (Oct. 13, 1993). In adopting Rule 15c6–
1, the Commission set a compliance date of June 1,
1995, 58 FR at 52891 (Oct. 13, 1993).
8 17 CFR 240.15c6–1.
9 Exchange Act Release No. 80295 (Mar. 22,
2017), 82 FR 15564 (Mar. 29, 2017).
10 17 CFR 240.15c6–1.
11 17 CFR 240.15c6–1(a).
12 15 U.S.C. 78c(a)(12), (amended Apr. 5, 2012).
13 Subsection (c) of Rule15c6–1, 17 CFR
240.15c6–1(c), was also amended to prohibit a
broker-dealer from effecting or entering into a
contract for firm commitment offerings of securities
(other than exempt securities) priced after 4:30 p.m.
Eastern Time that provide for payment of funds and
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Federal Register / Vol. 88, No. 70 / Wednesday, April 12, 2023 / Notices
amendments to SEC Rule 15c6–1 14
change only the standard settlement
date for securities transactions covered
by the existing rule and do not impact
the existing exclusions enumerated in
the rule.15
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Proposal
Shortening the settlement process can
serve to reduce operational risks that
can be present between trade date and
settlement date, which can promote
investor protection, help reduce the risk
of counterparty default and the capital
required to mitigate this risk.16 In
support of these objectives and to
promote regulatory consistency, the
MSRB has consistently stated that the
regular-way settlement cycle for
municipal securities transactions in the
secondary market should be consistent
with that for equity and corporate bond
transactions.17 Market efficiencies could
be eroded if market participants
encounter different settlement cycles
when replacing equity or corporate
bonds with municipal securities. For
that reason, the MSRB adopted a T+3
settlement cycle in 1994,18 and a T+2
settlement cycle in 2017.19 In order to
continue to maintain consistency across
asset classes and harmonize with
Amended SEC Rule 15c6–1,20 the MSRB
is proposing to amend MSRB Rule G–
12(b)(ii)(B)–(D) and MSRB Rule G–
15(b)(ii)(B)–(C), which both currently
define regular-way settlement as
occurring on T+2, to define regular-way
settlement as occurring on T+1.
As a result, with regular-way
settlement occurring on T+1, settlement
for ‘‘when, as and if issued’’
delivery of securities later than T+2, unless the
parties expressly agree to a different settlement date
at the time of the transaction.
14 17 CFR 240.15c6–1. See also SEC’s T+1
Adopting Release, 88 FR at 13874 (Mar. 6, 2023).
15 In addition, the SEC adopted a new rule, Rule
15c6–2, 17 CFR 240.15c6–2, to improve the
processing of institutional trades through new
requirements for broker-dealers and registered
investment advisers related to same-day
affirmations. As SEC Rule 15c6–2 does not apply
to municipal securities, the MSRB is evaluating
whether a like requirement should be considered
under MSRB rules.
16 See SEC’s T+1 Adopting Release, 88 FR at
13919 (Mar. 6, 2023).
17 See, e.g., ‘‘T+3 Settlement, Amendments Filed:
Rules G–12 and G–15,’’ MSRB Reports, Vol. 14, No.
4 (August 1994) at 3; ‘‘Report of the Municipal
Securities Rulemaking Board on T+3 Settlement for
the Municipal Securities Market’’ (Mar.17, 1994);
and Exchange Act Release No. 77364; File No. SR–
MSRB–2016–04 (Mar. 14, 2016), 81 FR 14906 (Mar.
18, 2016).
18 See Exchange Act Release No. 34541 (Aug. 17,
1994), File No. SR–MSRB–1994–10 (Aug. 9, 1994).
19 See Exchange Act Release No. 77744 (Apr. 29,
2016), File No. SR–MSRB–2016–04 (Mar. 1, 2016).
See also MSRB Notice 2016–15 (‘‘MSRB to Amend
Rules to Define Two-Day Settlement Cycle’’).
20 17 CFR 240.15c6–1.
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transactions under MSRB Rule G–
12(b)(ii)(C) would be required to be a
date agreed upon by both parties that is
not earlier than one business day after
notification of the initial settlement date
for the issue.21 Specifically, the
proposed rule change would amend
MSRB G–12(b)(ii)(C)(2) for ‘‘when, as
and if issued’’ transactions not eligible
for automated comparison to specify
that the date agreed upon by both
parties shall not be earlier than the first
business day, rather than the second
business day, following the date that the
confirmation indicating the final
settlement date is sent.22 For all other
municipal securities transactions under
MSRB Rule G–12(b)(ii)(D), the proposed
rule change would amend the current
time frame to provide that a broker,
dealer or municipal securities dealer (a
‘‘dealer’’) would be prohibited from
effecting a transaction that provides for
payment of funds and delivery of
securities later than the first business
day, rather than the second business
day, after the transaction unless
expressly agreed to by the parties.23
Lastly, the proposed rule change
would correct an outdated crossreference within MSRB Rule G–12.
Specifically, MSRB Rule G–12(b)(ii)(C)
regarding the settlement date for ‘‘when,
as and if issued’’ transactions currently
cross-references MSRB Rule G–34
subsection paragraph (a)(ii)(D)(2) in
referring to the obligation that a
managing underwriter has to provide
notification of initial settlement date of
an issue to the registered clearing
agency. This obligation remains in
MSRB Rule G–34 but was moved to
subparagraph (a)(ii)(E)(2) due to
previous amendments to Rule G–34.
Correcting the cross-reference will not
21 Pursuant to MSRB Rule G–34, on CUSIP
numbers, new issue, and market information
requirements, subparagraph (a)(ii)(E)(2), the initial
settlement is to be provided to the registered
clearing agency by the managing underwriter for the
issue. With respect to transactions not eligible for
automated comparison, the settlement date shall
not be earlier than the first business day after the
date that the confirmation indicating the final
settlement date is sent.
22 For ‘‘when, as and if issued’’ transactions
required to be compared in an automated
comparison system under Rule G–12(f)(i), the
settlement date shall continue to be not earlier than
two business days after notification of initial
settlement date for the issue is provided to the
registered clearing agency by the managing
underwriter for the issue as required by Rule G–
34(a)(ii)(E)(2).
23 For example, variable rate demand obligations
may establish a settlement date expressly agreed to
by the parties that may occur later than regular-way
settlement to coincide with the reset date (e.g., T+5,
T+3, etc.). See Three Day Settlement: Rules G–12(b)
and G–15(b), MSRB Reports, Vol. 15, No. 12 (July
1995), available at https://www.msrb.org/sites/
default/files/July1995-Volume15-Number2.PDF.
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alter the obligation of dealers under
MSRB Rule G–34 or MSRB Rule G–12.
Compliance Date
The compliance date of the proposed
rule change will be announced by the
MSRB in a notice published on the
MSRB website, which date would
correspond with the industry’s
transition to a T+1 regular-way
settlement consistent with the
implementation of Amended SEC Rule
15c6–1,24 which is currently scheduled
for May 28, 2024. If the SEC’s
compliance date were to change, the
MSRB would issue a regulatory notice
to modify the compliance date to remain
aligned with the SEC’s compliance date.
2. Statutory Basis
The MSRB believes that the proposed
rule change is consistent with Section
15B(b)(2) of the Exchange Act,25 which
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)(C) of the Exchange
Act 26 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.
The MSRB believes the proposed rule
change is consistent with Section
15B(b)(2)(C) of the Act.27 The proposed
amendments to MSRB Rule G–
12(b)(ii)(B) and (D) and MSRB Rule G–
15(b)(ii)(B)–(C) would define regular24 See SEC’s T+1 Adopting Release, 88 FR at
13916 (Mar. 6, 2023).
25 15 U.S.C. 78o–4(b)(2).
26 15 U.S.C. 78o–4(b)(2)(C).
27 Id.
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Federal Register / Vol. 88, No. 70 / Wednesday, April 12, 2023 / Notices
way settlement for municipal securities
transactions to occur on T+1. The
proposed rule change will 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 by applying the
standard for regular-way settlement
established by the SEC to transactions in
municipal securities. Fostering a
consistent standard across asset classes
of securities would continue to promote
just and equitable principles of trade by
facilitating compliance and reducing the
risk of potential confusion that could
result from an obligation to apply
different standards for different asset
classes of securities. The MSRB believes
the proposed rule change would serve to
remove impediments to and perfect the
mechanism of a free and open market by
yielding long-term benefits for a range of
market participants including, but not
limited to, operational cost savings,
reduced counterparty risk due to a
shorter settlement cycle, reduced market
risk for unsettled trades, decreasing
clearing capital requirements, reduced
pro-cyclical margin and therefore
reduced liquidity demands and risk. A
shortened settlement cycle, as facilitated
by the proposed rule change, will
promote regulatory consistency,
ensuring that market participants will
not encounter differing settlement
cycles when replacing other securities
with municipal securities. The MSRB
believes that the proposed rule change
would promote investor protection and
the public interest by reducing the
timeframe for regular-way settlement
and avoiding misaligned settlement
dates, which can serve to reduce risks
that can be present between trade date
and settlement date, including the
incidence of failed transactions.
The MSRB believes the proposed
amendment to correct an outdated
cross-reference in MSRB Rule G–
12(b)(ii)(C) is consistent with Section
15B(b)(2)(C) of the Act.28 Correcting the
cross-reference will not alter a dealer’s
obligations under MSRB Rule G–34 or
MSRB Rule G–12. The proposed
amendment promotes coordination with
persons engaged in facilitating
transactions in municipal securities by
aiding dealers’ understanding of the rule
and facilitating compliance.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
Section 15B(b)(2)(C) of the Exchange
Act 29 requires that MSRB rules not be
28 Id.
29 15
U.S.C. 78o–4(b)(2)(C).
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designed to impose any burden on
competition not necessary or
appropriate in furtherance of the
purposes of the Exchange Act. The
MSRB believes the proposed rule
change to amend MSRB Rule G–
12(b)(ii)(B)–(D) and MSRB Rule G–
15(b)(ii)(B)–(C) would not impose any
burden on competition and would not
have an impact on competition, as the
proposed rule change would apply a
uniform standard for regular-way
settlement for municipal securities to
align with the standard applicable to,
among other securities, equity and
corporate bond transactions under
Amended SEC Rule 15c6–1.30 In
addition, the proposed rule change
would be applied equally to all dealers.
Lastly, the proposed rule change to
correct an outdated cross-reference in
MSRB Rule G–12(b)(ii)(C) to properly
reference MSRB Rule G–34(a)(ii)(E)(2)
rather than MSRB Rule G–34(a)(ii)(D)(2)
would not impose any burden on
competition or have an impact on
competition as the proposed change is
technical in nature, does not impose any
new obligation and enhances
understanding of the rule.
Therefore, the MSRB believes the
proposed rule change would not impose
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Exchange Act. In
determining whether these standards
have been met the MSRB was guided by
the Board’s Policy on the Use of
Economic Analysis in MSRB
Rulemaking.31
In accordance with this policy, the
MSRB has evaluated the potential
impacts on competition of the proposed
rule change.
With the adoption of the Amended
SEC Rule 15c6–1, the regular-way
settlement cycle for all securities (other
than an exempted security, a
government security, commercial paper,
commercial bills, bankers’ acceptances
and municipal securities) is being
shortened from T+2 to T+1 starting on
May 28, 2024. Without the MSRB’s
proposed amendments, market
participants would encounter different
settlement cycles between municipal
securities and other securities such as
equity and corporate bonds, which
would result in market inefficiencies
30 17
CFR 240.15c6–1.
on the Use of Economic Analysis in
MSRB Rulemaking is available at https://msrb.org/
Rules-and-Interpretations/Economic-AnalysisPolicy.aspx. In evaluating whether there was a
burden on competition, the Board was guided by its
principles that required the Board to consider costs
and benefits of a rule change, its impact on capital
formation and the main reasonable alternative
regulatory approaches.
31 Policy
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22077
and cause confusion in the clearing and
settlement process, especially for
investors who trade both municipal
securities and other securities. The
proposed amendments are necessary to
ensure a consistent settlement cycle for
municipal securities transactions and
other securities transactions.
Benefits and Costs
The MSRB considered the economic
impact associated with the proposed
rule change relative to the baseline,
which is the current T+2 settlement
cycle, and assessed incremental changes
in benefits and costs in a proposed
future state with a T+1 settlement cycle.
The proposed rule change would
yield long-term benefits for a range of
market participants including, but not
limited to, operational cost savings,
reduced counterparty risk due to a
shorter settlement cycle, reduced market
risk for unsettled trades, decreasing
clearing capital requirements, reduced
pro-cyclical margin and therefore
reduced liquidity demands and risk.
The MSRB believes the proposed rule
change would promote regulatory
consistency 32 and market efficiency by
having regular-way settlement for
municipal securities transactions
consistent with the standard settlement
for other security classes, harmonized
with Amended SEC Rule 15c6–1.33
The MSRB does not have the data
necessary to form its own firm-level
estimates of the costs of updates to
systems and processes and utilized the
Commission’s estimates for its
analysis.34 The MSRB believes that
dealers would incur some cost for the
systems changes to shift from a T+2 to
T+1 settlement cycle. Firms with
relatively smaller revenue bases and/or
firms that only participate in the
municipal securities market may be
disproportionately impacted by changes
that require system investments. Since
most firms, whether they clear
themselves or through a third-party
firm, would be required to upgrade the
technology for the transition to a T+1
settlement cycle for all other relevant
securities, the system costs would
already be realized and there should be
minimal or no incremental cost for the
municipal securities settlement cycle
change. The MSRB does not have the
data necessary to form its own firmlevel estimates of the costs of updates to
systems and processes and utilized the
32 The MSRB has previously updated rules to
harmonize with the Commission to change regularway settlement from T+5 to T+3 in 1995 and T+3
to T+2 in 2017.
33 17 CFR 240.15c6–1.
34 SEC’s T+1 Adopting Release, 88 FR at 13937–
13978 (March 6, 2023).
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Commission’s estimates for its analysis.
For select municipal dealers who only
trade municipal securities and clear
themselves, the one-time upfront costs
for system upgrades and policy and
procedure revision would be
approximately $874,000 per firm for
dealers serving institutional investors
only and $1,276,000 per firm for dealers
also serving retail investors. This
calculation is based on the
Commission’s estimate of the one-time
upfront cost of $8,740,000 per firm for
broker-dealers that serve institutional
investors and $12,760,000 per firm for
broker-dealers that also serve retail
investors when including all securities,
other than an exempted security (a
government security, a municipal
security, commercial paper, bankers’
acceptances, or commercial bills).35 The
MSRB believes these select dealers may
choose to use a third-party clearing firm
if the cost for outsourcing the clearing
practice is lower than the estimated
costs above. Finally, the MSRB also
believes that dealers would incur
minimal ongoing direct compliance
costs after the initial transition to a T+1
standard settlement cycle.36
In summary, the MSRB believes that
the industry is equipped with readily
available technology for the transition to
a T+1 settlement cycle, and the changes
are necessary or appropriate in
furtherance of the purposes of the
Exchange Act. The MSRB believes the
proposed rule change would promote
regulatory consistency and market
efficiency by having regular-way
settlement for municipal securities
transactions consistent with the
standard settlement for other security
classes and harmonized with Amended
SEC Rule 15c6–1.37 As the proposed
rule change would be applied equally to
all registered dealers transacting in
municipal securities, the MSRB believes
that the proposed rule change would not
impose any additional burdens on
competition, that are not necessary or
appropriate in furtherance of the
purposes of the Exchange Act.
35 Id. The MSRB’s internal analysis assumes a
cost saving of 90% for the one-time upfront cost for
municipal securities only, as opposed to many
other securities, such as equities, corporate bonds,
asset-backed securities, mortgage-backed securities,
and stock options, etc., accounting for some fixed
costs when working on a single security product.
In addition, the MSRB’s internal analysis assumes
that dealers who trade municipal securities only
and self-clear are smaller in size than a typical
broker-dealer in the SEC’s estimate.
36 See SEC’s T+1 Adopting Release, 88 FR at
13937 (March 6, 2023).
37 17 CFR 240.15c6–1.
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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
Within 45 days of the date of
publication of this notice in the Federal
Register or within such longer period of
up to 90 days (i) as the Commission may
designate if it finds such longer period
to be appropriate and publishes its
reasons for so finding or (ii) as to which
the self-regulatory organization
consents, the Commission will:
(A) by order approve or disapprove
such proposed rule change, or
(B) institute proceedings to determine
whether the proposed rule change
should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
MSRB–2023–03 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–2023–03. 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
PO 00000
Frm 00118
Fmt 4703
Sfmt 9990
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–2023–03 and should
be submitted on or before May 3, 2023.
For the Commission, pursuant to delegated
authority.38
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023–07612 Filed 4–11–23; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Sunshine Act Meetings
Notice is hereby given,
pursuant to the provisions of the
Government in the Sunshine Act, Public
Law 94–409, that the Securities and
Exchange Commission will hold an
Open Meeting on Friday, April 14, 2023
at 10 a.m.
PLACE: The meeting will be webcast on
the Commission’s website at
www.sec.gov.
STATUS: This meeting will begin at 10:00
a.m. (ET) and will be open to the public
via webcast on the Commission’s
website at www.sec.gov.
MATTERS TO BE CONSIDERED:
1. The Commission will consider
whether to reopen the comment period
for proposed amendments to Rule 3b–16
under the Securities Exchange Act of
1934 regarding the definition of
‘‘exchange’’ as set forth in Securities
Exchange Act Release No. 94062.
CONTACT PERSON FOR MORE INFORMATION:
For further information, and to ascertain
what, if any, matters have been added,
deleted or postponed, please contact
Vanessa A. Countryman from the Office
of the Secretary at (202) 551–5400.
Authority: 5 U.S.C. 552b.
TIME AND DATE:
Dated: April 7, 2023.
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2023–07755 Filed 4–10–23; 11:15 am]
BILLING CODE 8011–01–P
38 17
E:\FR\FM\12APN1.SGM
CFR 200.30–3(a)(12).
12APN1
Agencies
[Federal Register Volume 88, Number 70 (Wednesday, April 12, 2023)]
[Notices]
[Pages 22075-22078]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-07612]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-97257; File No. SR-MSRB-2023-03]
Self-Regulatory Organizations; Municipal Securities Rulemaking
Board; Notice of Filing of a Proposed Rule Change To Amend MSRB Rules
G-12 and G-15 To Define Regular-Way Settlement for Municipal Securities
Transactions as Occurring One Business Day After the Trade Date and To
Amend Rule G-12 To Update an Outdated Cross Reference
April 6, 2023.
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 March 28, 2023 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, 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.
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\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 amend
MSRB Rules G-12, on uniform practice, and G-15, on confirmation,
clearance, settlement and other uniform practice requirements with
respect to transactions with customers, to define regular-way
settlement for municipal securities transactions as occurring one
business day after the trade date and a proposed amendment to Rule G-12
to update an outdated cross reference (the ``proposed rule change'').
The MSRB requests that the proposed rule change be approved with an
implementation date of May 28, 2024, to align with the implementation
date for Exchange Act Rule 15c6-1, as amended.\3\
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\3\ See Exchange Act Release No. 96930 (Feb. 15, 2023), 88 FR
13872 at 13916 (Mar. 6, 2023) (File No. S7-050-22) (``SEC's T+1
Adopting Release''). If the Commission's compliance date were to
change, the MSRB would issue a regulatory notice to modify the
compliance date to remain aligned with the Commission's compliance
date.
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The text of the proposed rule change is available on the MSRB's
website at https://msrb.org/2023-SEC-Filings, at the MSRB's principal
office, and at the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the MSRB included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The MSRB has prepared summaries, set forth in Sections
A, B, and C below, of the most significant aspects of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
Consistent with the MSRB's strategic goal to modernize the MSRB
Rule Book, the proposed rule change would amend MSRB Rule G-
12(b)(ii)(B)-(D) and MSRB Rule G-15(b)(ii)(B)-(C) to define regular-way
settlement for municipal securities transactions as occurring on one
business day after the trade date (``T+1''). This proposed rule change
would align with regular-way settlement on T+1 for equities and
corporate bonds under Exchange Act Rule 15c6-1, as amended.\4\ Although
Exchange Act Rule 15c6-1, as amended \5\ does not apply to municipal
securities transactions, the MSRB believes that the regular-way
settlement cycle for municipal securities transactions in the secondary
market should be consistent with that for equity and corporate bond
transactions. Therefore, to facilitate a T+1 standard settlement cycle,
the MSRB is proposing to amend MSRB Rule G-12(b)(ii)(B)-(D) and Rule G-
15(b)(ii)(B)-(C) to define regular-way settlement as occurring on the
first business day following the trade date rather than on the second
business day following the trade date.
---------------------------------------------------------------------------
\4\ 17 CFR 240.15c6-1.
\5\ Id.
---------------------------------------------------------------------------
Background
The SEC initially adopted Exchange Act Rule 15c6-1 \6\ in 1993 to
shorten the settlement cycle of most equity and corporate bond
transactions from the industry standard of within five business days
(``T+5'') to requiring settlement within three business days
(``T+3'').\7\ The T+3 settlement cycle remained in effect until 2017
when the SEC amended Exchange Act Rule 15c6-1 \8\ to require the
settlement of most equity and corporate bond transactions within two
business days (``T+2'').\9\ On February 15, 2023, the SEC adopted
amendments to Exchange Act Rule 15c6-1 (``Amended SEC Rule 15c6-1'')
\10\ to further shorten the settlement process, requiring the
settlement of most equity and corporate bond transactions on T+1.
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\6\ Id.
\7\ Exchange Act Release No. 33023 (Oct. 6, 1993), 58 FR 52891
(Oct. 13, 1993). In adopting Rule 15c6-1, the Commission set a
compliance date of June 1, 1995, 58 FR at 52891 (Oct. 13, 1993).
\8\ 17 CFR 240.15c6-1.
\9\ Exchange Act Release No. 80295 (Mar. 22, 2017), 82 FR 15564
(Mar. 29, 2017).
\10\ 17 CFR 240.15c6-1.
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Amended SEC Rule 15c6-1(a) \11\ prohibits a broker-dealer from
effecting or entering into a contract for the purchase or sale of a
security (other than an exempted security,\12\ a government security, a
municipal security, commercial paper, bankers' acceptances, or
commercial bills) that provide for payment of funds and delivery of
securities later than T+1, unless the parties expressly agree to a
different settlement date at the time of the transaction.\13\ The
recent
[[Page 22076]]
amendments to SEC Rule 15c6-1 \14\ change only the standard settlement
date for securities transactions covered by the existing rule and do
not impact the existing exclusions enumerated in the rule.\15\
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\11\ 17 CFR 240.15c6-1(a).
\12\ 15 U.S.C. 78c(a)(12), (amended Apr. 5, 2012).
\13\ Subsection (c) of Rule15c6-1, 17 CFR 240.15c6-1(c), was
also amended to prohibit a broker-dealer from effecting or entering
into a contract for firm commitment offerings of securities (other
than exempt securities) priced after 4:30 p.m. Eastern Time that
provide for payment of funds and delivery of securities later than
T+2, unless the parties expressly agree to a different settlement
date at the time of the transaction.
\14\ 17 CFR 240.15c6-1. See also SEC's T+1 Adopting Release, 88
FR at 13874 (Mar. 6, 2023).
\15\ In addition, the SEC adopted a new rule, Rule 15c6-2, 17
CFR 240.15c6-2, to improve the processing of institutional trades
through new requirements for broker-dealers and registered
investment advisers related to same-day affirmations. As SEC Rule
15c6-2 does not apply to municipal securities, the MSRB is
evaluating whether a like requirement should be considered under
MSRB rules.
---------------------------------------------------------------------------
Proposal
Shortening the settlement process can serve to reduce operational
risks that can be present between trade date and settlement date, which
can promote investor protection, help reduce the risk of counterparty
default and the capital required to mitigate this risk.\16\ In support
of these objectives and to promote regulatory consistency, the MSRB has
consistently stated that the regular-way settlement cycle for municipal
securities transactions in the secondary market should be consistent
with that for equity and corporate bond transactions.\17\ Market
efficiencies could be eroded if market participants encounter different
settlement cycles when replacing equity or corporate bonds with
municipal securities. For that reason, the MSRB adopted a T+3
settlement cycle in 1994,\18\ and a T+2 settlement cycle in 2017.\19\
In order to continue to maintain consistency across asset classes and
harmonize with Amended SEC Rule 15c6-1,\20\ the MSRB is proposing to
amend MSRB Rule G-12(b)(ii)(B)-(D) and MSRB Rule G-15(b)(ii)(B)-(C),
which both currently define regular-way settlement as occurring on T+2,
to define regular-way settlement as occurring on T+1.
---------------------------------------------------------------------------
\16\ See SEC's T+1 Adopting Release, 88 FR at 13919 (Mar. 6,
2023).
\17\ See, e.g., ``T+3 Settlement, Amendments Filed: Rules G-12
and G-15,'' MSRB Reports, Vol. 14, No. 4 (August 1994) at 3;
``Report of the Municipal Securities Rulemaking Board on T+3
Settlement for the Municipal Securities Market'' (Mar.17, 1994); and
Exchange Act Release No. 77364; File No. SR-MSRB-2016-04 (Mar. 14,
2016), 81 FR 14906 (Mar. 18, 2016).
\18\ See Exchange Act Release No. 34541 (Aug. 17, 1994), File
No. SR-MSRB-1994-10 (Aug. 9, 1994).
\19\ See Exchange Act Release No. 77744 (Apr. 29, 2016), File
No. SR-MSRB-2016-04 (Mar. 1, 2016). See also MSRB Notice 2016-15
(``MSRB to Amend Rules to Define Two-Day Settlement Cycle'').
\20\ 17 CFR 240.15c6-1.
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As a result, with regular-way settlement occurring on T+1,
settlement for ``when, as and if issued'' transactions under MSRB Rule
G-12(b)(ii)(C) would be required to be a date agreed upon by both
parties that is not earlier than one business day after notification of
the initial settlement date for the issue.\21\ Specifically, the
proposed rule change would amend MSRB G-12(b)(ii)(C)(2) for ``when, as
and if issued'' transactions not eligible for automated comparison to
specify that the date agreed upon by both parties shall not be earlier
than the first business day, rather than the second business day,
following the date that the confirmation indicating the final
settlement date is sent.\22\ For all other municipal securities
transactions under MSRB Rule G-12(b)(ii)(D), the proposed rule change
would amend the current time frame to provide that a broker, dealer or
municipal securities dealer (a ``dealer'') would be prohibited from
effecting a transaction that provides for payment of funds and delivery
of securities later than the first business day, rather than the second
business day, after the transaction unless expressly agreed to by the
parties.\23\
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\21\ Pursuant to MSRB Rule G-34, on CUSIP numbers, new issue,
and market information requirements, subparagraph (a)(ii)(E)(2), the
initial settlement is to be provided to the registered clearing
agency by the managing underwriter for the issue. With respect to
transactions not eligible for automated comparison, the settlement
date shall not be earlier than the first business day after the date
that the confirmation indicating the final settlement date is sent.
\22\ For ``when, as and if issued'' transactions required to be
compared in an automated comparison system under Rule G-12(f)(i),
the settlement date shall continue to be not earlier than two
business days after notification of initial settlement date for the
issue is provided to the registered clearing agency by the managing
underwriter for the issue as required by Rule G-34(a)(ii)(E)(2).
\23\ For example, variable rate demand obligations may establish
a settlement date expressly agreed to by the parties that may occur
later than regular-way settlement to coincide with the reset date
(e.g., T+5, T+3, etc.). See Three Day Settlement: Rules G-12(b) and
G-15(b), MSRB Reports, Vol. 15, No. 12 (July 1995), available at
https://www.msrb.org/sites/default/files/July1995-Volume15-Number2.PDF.
---------------------------------------------------------------------------
Lastly, the proposed rule change would correct an outdated cross-
reference within MSRB Rule G-12. Specifically, MSRB Rule G-12(b)(ii)(C)
regarding the settlement date for ``when, as and if issued''
transactions currently cross-references MSRB Rule G-34 subsection
paragraph (a)(ii)(D)(2) in referring to the obligation that a managing
underwriter has to provide notification of initial settlement date of
an issue to the registered clearing agency. This obligation remains in
MSRB Rule G-34 but was moved to subparagraph (a)(ii)(E)(2) due to
previous amendments to Rule G-34. Correcting the cross-reference will
not alter the obligation of dealers under MSRB Rule G-34 or MSRB Rule
G-12.
Compliance Date
The compliance date of the proposed rule change will be announced
by the MSRB in a notice published on the MSRB website, which date would
correspond with the industry's transition to a T+1 regular-way
settlement consistent with the implementation of Amended SEC Rule 15c6-
1,\24\ which is currently scheduled for May 28, 2024. If the SEC's
compliance date were to change, the MSRB would issue a regulatory
notice to modify the compliance date to remain aligned with the SEC's
compliance date.
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\24\ See SEC's T+1 Adopting Release, 88 FR at 13916 (Mar. 6,
2023).
---------------------------------------------------------------------------
2. Statutory Basis
The MSRB believes that the proposed rule change is consistent with
Section 15B(b)(2) of the Exchange Act,\25\ which 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.
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\25\ 15 U.S.C. 78o-4(b)(2).
---------------------------------------------------------------------------
Section 15B(b)(2)(C) of the Exchange Act \26\ 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.
---------------------------------------------------------------------------
\26\ 15 U.S.C. 78o-4(b)(2)(C).
---------------------------------------------------------------------------
The MSRB believes the proposed rule change is consistent with
Section 15B(b)(2)(C) of the Act.\27\ The proposed amendments to MSRB
Rule G-12(b)(ii)(B) and (D) and MSRB Rule G-15(b)(ii)(B)-(C) would
define regular-
[[Page 22077]]
way settlement for municipal securities transactions to occur on T+1.
The proposed rule change will 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 by applying the standard
for regular-way settlement established by the SEC to transactions in
municipal securities. Fostering a consistent standard across asset
classes of securities would continue to promote just and equitable
principles of trade by facilitating compliance and reducing the risk of
potential confusion that could result from an obligation to apply
different standards for different asset classes of securities. The MSRB
believes the proposed rule change would serve to remove impediments to
and perfect the mechanism of a free and open market by yielding long-
term benefits for a range of market participants including, but not
limited to, operational cost savings, reduced counterparty risk due to
a shorter settlement cycle, reduced market risk for unsettled trades,
decreasing clearing capital requirements, reduced pro-cyclical margin
and therefore reduced liquidity demands and risk. A shortened
settlement cycle, as facilitated by the proposed rule change, will
promote regulatory consistency, ensuring that market participants will
not encounter differing settlement cycles when replacing other
securities with municipal securities. The MSRB believes that the
proposed rule change would promote investor protection and the public
interest by reducing the timeframe for regular-way settlement and
avoiding misaligned settlement dates, which can serve to reduce risks
that can be present between trade date and settlement date, including
the incidence of failed transactions.
---------------------------------------------------------------------------
\27\ Id.
---------------------------------------------------------------------------
The MSRB believes the proposed amendment to correct an outdated
cross-reference in MSRB Rule G-12(b)(ii)(C) is consistent with Section
15B(b)(2)(C) of the Act.\28\ Correcting the cross-reference will not
alter a dealer's obligations under MSRB Rule G-34 or MSRB Rule G-12.
The proposed amendment promotes coordination with persons engaged in
facilitating transactions in municipal securities by aiding dealers'
understanding of the rule and facilitating compliance.
---------------------------------------------------------------------------
\28\ Id.
---------------------------------------------------------------------------
B. Self-Regulatory Organization's Statement on Burden on Competition
Section 15B(b)(2)(C) of the Exchange Act \29\ 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. The
MSRB believes the proposed rule change to amend MSRB Rule G-
12(b)(ii)(B)-(D) and MSRB Rule G-15(b)(ii)(B)-(C) would not impose any
burden on competition and would not have an impact on competition, as
the proposed rule change would apply a uniform standard for regular-way
settlement for municipal securities to align with the standard
applicable to, among other securities, equity and corporate bond
transactions under Amended SEC Rule 15c6-1.\30\ In addition, the
proposed rule change would be applied equally to all dealers. Lastly,
the proposed rule change to correct an outdated cross-reference in MSRB
Rule G-12(b)(ii)(C) to properly reference MSRB Rule G-34(a)(ii)(E)(2)
rather than MSRB Rule G-34(a)(ii)(D)(2) would not impose any burden on
competition or have an impact on competition as the proposed change is
technical in nature, does not impose any new obligation and enhances
understanding of the rule.
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\29\ 15 U.S.C. 78o-4(b)(2)(C).
\30\ 17 CFR 240.15c6-1.
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Therefore, the MSRB believes the proposed rule change would not
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Exchange Act. In determining
whether these standards have been met the MSRB was guided by the
Board's Policy on the Use of Economic Analysis in MSRB Rulemaking.\31\
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\31\ Policy on the Use of Economic Analysis in MSRB Rulemaking
is available at https://msrb.org/Rules-and-Interpretations/Economic-Analysis-Policy.aspx. In evaluating whether there was a burden on
competition, the Board was guided by its principles that required
the Board to consider costs and benefits of a rule change, its
impact on capital formation and the main reasonable alternative
regulatory approaches.
---------------------------------------------------------------------------
In accordance with this policy, the MSRB has evaluated the
potential impacts on competition of the proposed rule change.
With the adoption of the Amended SEC Rule 15c6-1, the regular-way
settlement cycle for all securities (other than an exempted security, a
government security, commercial paper, commercial bills, bankers'
acceptances and municipal securities) is being shortened from T+2 to
T+1 starting on May 28, 2024. Without the MSRB's proposed amendments,
market participants would encounter different settlement cycles between
municipal securities and other securities such as equity and corporate
bonds, which would result in market inefficiencies and cause confusion
in the clearing and settlement process, especially for investors who
trade both municipal securities and other securities. The proposed
amendments are necessary to ensure a consistent settlement cycle for
municipal securities transactions and other securities transactions.
Benefits and Costs
The MSRB considered the economic impact associated with the
proposed rule change relative to the baseline, which is the current T+2
settlement cycle, and assessed incremental changes in benefits and
costs in a proposed future state with a T+1 settlement cycle.
The proposed rule change would yield long-term benefits for a range
of market participants including, but not limited to, operational cost
savings, reduced counterparty risk due to a shorter settlement cycle,
reduced market risk for unsettled trades, decreasing clearing capital
requirements, reduced pro-cyclical margin and therefore reduced
liquidity demands and risk. The MSRB believes the proposed rule change
would promote regulatory consistency \32\ and market efficiency by
having regular-way settlement for municipal securities transactions
consistent with the standard settlement for other security classes,
harmonized with Amended SEC Rule 15c6-1.\33\
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\32\ The MSRB has previously updated rules to harmonize with the
Commission to change regular-way settlement from T+5 to T+3 in 1995
and T+3 to T+2 in 2017.
\33\ 17 CFR 240.15c6-1.
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The MSRB does not have the data necessary to form its own firm-
level estimates of the costs of updates to systems and processes and
utilized the Commission's estimates for its analysis.\34\ The MSRB
believes that dealers would incur some cost for the systems changes to
shift from a T+2 to T+1 settlement cycle. Firms with relatively smaller
revenue bases and/or firms that only participate in the municipal
securities market may be disproportionately impacted by changes that
require system investments. Since most firms, whether they clear
themselves or through a third-party firm, would be required to upgrade
the technology for the transition to a T+1 settlement cycle for all
other relevant securities, the system costs would already be realized
and there should be minimal or no incremental cost for the municipal
securities settlement cycle change. The MSRB does not have the data
necessary to form its own firm-level estimates of the costs of updates
to systems and processes and utilized the
[[Page 22078]]
Commission's estimates for its analysis. For select municipal dealers
who only trade municipal securities and clear themselves, the one-time
upfront costs for system upgrades and policy and procedure revision
would be approximately $874,000 per firm for dealers serving
institutional investors only and $1,276,000 per firm for dealers also
serving retail investors. This calculation is based on the Commission's
estimate of the one-time upfront cost of $8,740,000 per firm for
broker-dealers that serve institutional investors and $12,760,000 per
firm for broker-dealers that also serve retail investors when including
all securities, other than an exempted security (a government security,
a municipal security, commercial paper, bankers' acceptances, or
commercial bills).\35\ The MSRB believes these select dealers may
choose to use a third-party clearing firm if the cost for outsourcing
the clearing practice is lower than the estimated costs above. Finally,
the MSRB also believes that dealers would incur minimal ongoing direct
compliance costs after the initial transition to a T+1 standard
settlement cycle.\36\
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\34\ SEC's T+1 Adopting Release, 88 FR at 13937-13978 (March 6,
2023).
\35\ Id. The MSRB's internal analysis assumes a cost saving of
90% for the one-time upfront cost for municipal securities only, as
opposed to many other securities, such as equities, corporate bonds,
asset-backed securities, mortgage-backed securities, and stock
options, etc., accounting for some fixed costs when working on a
single security product. In addition, the MSRB's internal analysis
assumes that dealers who trade municipal securities only and self-
clear are smaller in size than a typical broker-dealer in the SEC's
estimate.
\36\ See SEC's T+1 Adopting Release, 88 FR at 13937 (March 6,
2023).
---------------------------------------------------------------------------
In summary, the MSRB believes that the industry is equipped with
readily available technology for the transition to a T+1 settlement
cycle, and the changes are necessary or appropriate in furtherance of
the purposes of the Exchange Act. The MSRB believes the proposed rule
change would promote regulatory consistency and market efficiency by
having regular-way settlement for municipal securities transactions
consistent with the standard settlement for other security classes and
harmonized with Amended SEC Rule 15c6-1.\37\ As the proposed rule
change would be applied equally to all registered dealers transacting
in municipal securities, the MSRB believes that the proposed rule
change would not impose any additional burdens on competition, that are
not necessary or appropriate in furtherance of the purposes of the
Exchange Act.
---------------------------------------------------------------------------
\37\ 17 CFR 240.15c6-1.
---------------------------------------------------------------------------
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
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period of up to 90 days (i) as
the Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
(A) by order approve or disapprove such proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please
include File Number SR-MSRB-2023-03 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-2023-03. 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-2023-03 and should be submitted on
or before May 3, 2023.
For the Commission, pursuant to delegated authority.\38\
---------------------------------------------------------------------------
\38\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-07612 Filed 4-11-23; 8:45 am]
BILLING CODE 8011-01-P