Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing of a Proposed Rule Change To Amend MSRB Rule G-12 To Promote the Completion of Allocations, Confirmations, and Affirmations by the End of Trade Date, 89796-89802 [2023-28612]
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89796
Federal Register / Vol. 88, No. 248 / Thursday, December 28, 2023 / Notices
Reference Room, 100 F Street NE,
Washington, DC 20549, on official
business days between the hours of 10
a.m. and 3 p.m. Copies of the filing also
will be available for inspection and
copying at the principal office of the
Exchange. Do not include personal
identifiable information in submissions;
you should submit only information
that you wish to make available
publicly. We may redact in part or
withhold entirely from publication
submitted material that is obscene or
subject to copyright protection.
All submissions should refer to file
number SR–NYSE–2023–09 and should
be submitted on or before January 18,
2024. Rebuttal comments should be
submitted by February 1, 2024.
For the Commission, by the Division
of Trading and Markets, pursuant to
delegated authority.28
Christina Z. Milnor,
Assistant Secretary.
[FR Doc. 2023–28611 Filed 12–27–23; 8:45 am]
BILLING CODE 8011–01–P
be issued unless the Commission orders
a hearing. Interested persons may
request a hearing on any application by
emailing the SEC’s Secretary at
Secretarys-Office@sec.gov and serving
the Applicants with a copy of the
request by email, if an email address is
listed for the relevant Applicant below,
or personally or by mail, if a physical
address is listed for the relevant
Applicant below. Hearing requests
should be received by the Commission
by 5:30 p.m. on January 16, 2024, and
should be accompanied by proof of
service on the Applicants, in the form
of an affidavit, or, for lawyers, a
certificate of service. Pursuant to rule 0–
5 under the Act, hearing requests should
state the nature of the writer’s interest,
any facts bearing upon the desirability
of a hearing on the matter, the reason for
the request, and the issues contested.
Persons who wish to be notified of a
hearing may request notification by
emailing the Commission’s Secretary.
The Commission:
Secretarys-Office@sec.gov. Applicants: J.
Kevin Gao, Esq., New York Life
Investment Management LLC, 51
Madison Avenue, New York, New York
10010; with a copy to Thomas C. Bogle,
Esq., and Corey F. Rose, Esq., 1900 K.
Street NW, Washington, DC 20006.
ADDRESSES:
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
35080; File No. 812–15513]
MainStay MacKay Municipal Income
Opportunities Fund and New York Life
Investment Management LLC
Securities and Exchange
Commission (‘‘Commission’’ or ‘‘SEC’’).
ACTION: Notice.
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AGENCY:
Notice of an application under section
6(c) of the Investment Company Act of
1940 (the ‘‘Act’’) for an exemption from
sections 18(a)(2), 18(c) and 18(i) of the
Act, under sections 6(c) and 23(c) of the
Act for an exemption from rule 23c–3
under the Act, and for an order pursuant
to section 17(d) of the Act and rule 17d–
1 under the Act.
SUMMARY OF APPLICATION: Applicants
request an order to permit certain
registered closed-end investment
companies to issue multiple classes of
shares and to impose asset-based
distribution and/or service fees and
early withdrawal charges.
APPLICANTS: MainStay MacKay
Municipal Income Opportunities Fund
and New York Life Investment
Management LLC.
FILING DATES: The application was filed
on October 11, 2023, and amended on
December 14, 2023.
HEARING OR NOTIFICATION OF HEARING: An
order granting the requested relief will
28 17
20:14 Dec 27, 2023
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’ application, dated
December 14, 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 EDGAR system may be
searched at https://www.sec.gov/edgar/
searchedgar/legacy/
companysearch.html. You may also call
the SEC’s Public Reference Room at
(202) 551–8090.
SUPPLEMENTARY INFORMATION:
For the Commission, by the Division of
Investment Management, under delegated
authority.
Dated: December 22, 2023.
Christina Z. Milnor,
Assistant Secretary.
[FR Doc. 2023–28671 Filed 12–27–23; 8:45 am]
BILLING CODE 8011–01–P
CFR 200.30–3(a)(57).
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SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–99226; File No. SR–MSRB–
2023–07]
Self-Regulatory Organizations;
Municipal Securities Rulemaking
Board; Notice of Filing of a Proposed
Rule Change To Amend MSRB Rule G–
12 To Promote the Completion of
Allocations, Confirmations, and
Affirmations by the End of Trade Date
December 21, 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 December 20, 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.
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
Rule G–12 (‘‘Rule G–12’’), on uniform
practice, to promote the completion of
allocations, confirmations, and
affirmations by the end of trade date for
municipal securities transactions
between brokers, dealers and municipal
securities dealers and their institutional
customers to facilitate the move to a
settlement cycle of one business day
(the ‘‘proposed rule change’’).
The MSRB requests that the proposed
rule change be approved with a
compliance date of May 28, 2024, to
align with the compliance date for
amended Exchange Act Rule 15c6–1
and new Exchange Act Rule 15c6–2, as
described herein.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.
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Exchange Act Release No. 96930 (Feb. 15,
2023), 88 FR 13872 at 13918 (Mar. 6, 2023) (File
No. S7–05–22) (the ‘‘Commission 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 for the
proposed rule change to remain aligned with the
Commission’s revised compliance date.
2 17
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II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
MSRB included statements concerning
the purpose of and basis for the
proposed rule change and discussed any
comments it received on the proposed
rule change. The text of these statements
may be examined at the places specified
in Item IV below. The MSRB has
prepared summaries, set forth in
Sections A, B, and C below, of the most
significant aspects of such statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
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1. Purpose
The proposed rule change would
amend Rule G–12 by adding a new
section (k) to promote the completion of
allocations, confirmations, and
affirmations by the end of trade date for
transactions in municipal securities
between brokers, dealers and municipal
securities dealers (‘‘dealers’’) and their
institutional customers. This proposed
rule change would align with the sameday allocation, confirmation, and
affirmation process for equities and
corporate bonds under Exchange Act
Rule 15c6–2, as adopted.4 Although
Exchange Act Rule 15c6–2, as adopted,5
does not apply to municipal securities
transactions, the MSRB believes that the
same-day allocation, confirmation, and
affirmation process for municipal
securities transactions in the secondary
market should be consistent with that
for equity and corporate bond
transactions. This proposal is designed
to facilitate the industry’s move to a
settlement cycle of one business day
(‘‘T+1’’) as described further below. To
align with Exchange Act Rule 15c6–2, as
adopted,6 the MSRB is proposing to
amend Rule G–12 by adding a section
(k) to require dealers effecting
municipal securities transactions
subject to the T+1 settlement cycle to
either enter into written agreements as
specified in the proposed rule change or
establish, maintain, and enforce written
policies and procedures reasonably
designed to address certain objectives
related to completing allocations,
confirmations, and affirmations as soon
as technologically practicable and no
later than the end of trade date.
4 17
CFR 240.15c6–2.
5 Id.
6 Id.
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Background
On February 15, 2023, the
Commission adopted amendments to
Exchange Act Rule 15c6–1 (‘‘Amended
Exchange Act Rule 15c6–1’’) 7 to shorten
the settlement cycle of most equity and
corporate bond transactions from two
business days to T+1. In alignment with
Amended Exchange Act Rule 15c6–1,
the MSRB amended its 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.8
In the Commission T+1 Adopting
Release, the Commission stated that
implementing a T+1 standard settlement
cycle would require significant
improvements in the current rates of
same-day allocations, confirmations,
and affirmations to help ensure timely
settlement in a T+1 environment.9 In
the Commission T+1 Adopting Release,
the Commission proposed new
Exchange Act Rule 15c6–2 to establish
requirements that facilitate the
completion of allocations,
confirmations, and affirmations by the
end of the trade date, helping to
facilitate the settlement of institutional
transactions in a T+1 or shorter standard
settlement cycle by promoting the
timely and orderly transmission of trade
data necessary to achieve settlement.10
Exchange Act Rule 15c6–2 provides
two options by which broker-dealers
may comply with the rule, as adopted.11
The first option under Exchange Act
Rule 15c6–2 provides that, where
parties have agreed to engage in an
allocation, confirmation, or affirmation
process, a broker-dealer would be
prohibited from effecting or entering
into a contract for the purchase or sale
of a security (other than an exempted
security, a government security, a
municipal security, commercial paper,
bankers’ acceptances, or commercial
bills) on behalf of a customer unless
such broker-dealer has entered into a
written agreement with the customer
that requires the allocation,
confirmation, affirmation, or any
combination thereof, to be completed no
later than the end of the day on trade
date in such form as may be necessary
to achieve settlement in compliance
with Exchange Act Rule 15c6–1(a).12
7 17
CFR 240.15c6–1.
Exchange Act Release No. 97585 (May 25,
2023), 88 FR 35961 (June 1, 2023) (File No. SR–
MSRB–2023–03).
9 See Commission T+1 Adopting Release, 88 FR
at 13890.
10 See id. at 13947.
11 17 CFR 240.15c6–2.
12 17 CFR 240.15c6–2(a)(1).
8 See
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The second option under Exchange Act
Rule 15c6–2 provides an alternative
where, in lieu of a written agreement, a
broker-dealer may choose to establish,
maintain, and enforce written policies
and procedures reasonably designed to
ensure the completion of the allocation,
confirmation, affirmation, or any
combination thereof, for the transaction
as soon as technologically practicable
and no later than the end of the day on
trade date in such form as necessary to
achieve settlement of the transaction.13
Exchange Act Rule 15c6–2 sets out
several specific requirements for such
written policies and procedures.14
Proposal
The proposed amendments to Rule G–
12 would add a new section (k) that
would establish the core standard of
same-day allocation, confirmation and
affirmation for all regular-way
transactions in municipal securities
required to be settled on the first
business day following the trade date
under Rule G–12(b)(ii)(B) or MSRB Rule
G–15(b)(ii)(B). Proposed Rule G–12(k)(i)
refers to the terms ‘‘confirmation,’’
‘‘affirmation’’ and ‘‘allocation’’ as
having the same meaning as used in the
Securities Exchange Act Rule 15c6–2.
For purposes of proposed Rule G–12(k),
the terms ‘‘confirmation’’ and
‘‘affirmation’’ refer to the transmission
of messages among dealers, institutional
investors, and custodian banks to
confirm the terms of a trade executed for
an institutional investor, a process
necessary to ensure the accuracy of the
trade being settled, consistent with how
such terms are used in Exchange Act
Rule 15c6–2.15 Additionally, the term
‘‘allocation’’ refers to the process by
which an institutional investor (often an
investment adviser) allocates a large
trade among various client accounts or
determines how to apportion securities
trades ordered contemporaneously on
behalf of multiple funds or non-fund
clients, consistent with how such term
is used in Exchange Act Rule 15c6–2.16
Similar to Exchange Act Rule 15c6–2,
proposed Rule G–12(k)(ii) would
provide two options by which dealers
would comply with the rule to meet the
13 17
CFR 240.15c6–2(a)(2).
CFR 240.15c6–2(b)(1–5).
15 See Commission T+1 Adopting Release, 88 FR
at 13886. The term ‘‘confirmation’’ under proposed
Rule G–12(k) refers to the operational message that
includes trade details provided by the dealer to the
customer to verify trade information so that a trade
can be prepared for timely settlement. This is in
contrast to trade confirmations required under Rule
G–12(c) or MSRB Rule G–15(a), which list a series
of disclosures that dealers are required to provide
in writing to dealers or customers at or before
completion of a transaction.
16 Id.
14 17
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standard of same-day allocation,
confirmation and affirmation for all
regular-way transactions in municipal
securities, also referred to as ‘‘same-day
affirmation.’’ The first option under the
newly added section (k)(ii)(A) to Rule
G–12 would allow dealers to enter into
a written agreement with the relevant
parties to ensure completion of the
allocation, confirmation, affirmation, or
any combination thereof, for the
transaction as soon as technologically
practicable and no later than the end of
the day on trade date in such form as
necessary to achieve settlement of the
transaction.
The term ‘‘relevant parties’’ should be
read more broadly than merely
customers and would include, for
example, investment advisers,
custodians, or other agents to the extent
that such parties would participate in
the allocation, confirmation, and
affirmation process.17 Similar to
Exchange Act Rule 15c6–2, when
entering into written agreements, the
dealer would need to identify and enter
into agreements with only the relevant
parties that would have a role in
completing the allocation, confirmation
and affirmation process.18 If a dealer is
acting in the capacity of an executing
broker on behalf of a customer and
another dealer is settling the transaction
(i.e., as a clearing broker), then the
executing broker would only comply
with the rule to the extent that it
participates in the allocation,
confirmation and affirmation process. In
such a scenario, the executing broker
would ensure that its arrangements with
the clearing broker identify that the
clearing broker will be the dealer
engaging in the allocation, confirmation,
and affirmation process for compliance
with the proposed rule change. To the
extent that there is no such arrangement
between the executing broker and the
clearing broker, the executing broker
should consider whether it needs to
establish, implement, and maintain
policies and procedures to identify and
explain its role and relationship with
the clearing broker.19 An executing
broker that does not participate in
allocation, confirmation, and
affirmation processes would face no
obligations under the proposed rule
change.20 A dealer would not be
deemed to have violated Rule G–12 as
amended by the proposed rule change
based on the actions of the counterparty
(e.g., if an investment adviser fails to
provide allocation information to the
id. at 13892.
id.
19 See id.
20 See id.
dealer as required under the agreement)
as long as the written agreement
describes the obligations of the parties
to ensure the allocation, confirmation,
or affirmation of the transaction, and the
dealer itself has complied with its
obligations under the written
agreement.21
The MSRB believes that the term
‘‘trade’’ and ‘‘end of the day on trade
date’’ are widely used by the industry
and sufficiently understood to facilitate
compliance with the proposed rule
change.22 The proposed rule change
uses the term ‘‘end of the day on trade
date’’ rather than requiring a specific
time earlier than end of day to allow
firms to maximize their internal
processes to meet the appropriate cutoff
times and other deadlines, as soon as
technologically practicable. The MSRB
believes that this would allow for the
relevant parties to negotiate terms and
expectations that are responsive to their
specific operational arrangements and
in turn facilitate the same-day
allocation, confirmation and affirmation
to further facilitate the timely settlement
of the transaction.23
The second option to meet the core
standard of same-day allocation,
confirmation and affirmation is listed in
the proposed amendment to Rule G–12
under the newly added section (k)(ii)(B).
Under this option, dealers would be
required to establish, maintain, and
enforce written policies and procedures
reasonably designed to ensure
completion of the allocation,
confirmation and affirmation for the
transaction as soon as technologically
practicable and no later than the end of
the day on trade date. At a minimum,
the policies and procedures required
under the proposed new section Rule
G–12(k)(ii)(B) must:
(A) Identify and describe any
technology systems, operations, and
processes that the dealer uses to
coordinate with other relevant parties,
including investment advisers and
custodians, to ensure completion of the
allocation, confirmation, or affirmation
process for the transaction;
(B) Set target time frames on trade
date for completing the allocation,
confirmation, and affirmation for the
transaction;
(C) Describe the procedures that the
dealer will follow to ensure the prompt
communication of trade information,
investigate any discrepancies in trade
information, and adjust trade
information to help ensure that the
allocation, confirmation, and
17 See
18 See
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id. at 13891.
id. at 13897.
23 See id.
affirmation can be completed by the
target time frames on trade date;
(D) Describe how the dealer plans to
identify and address delays if another
party, including an investment adviser
or a custodian, is not promptly
completing the allocation or affirmation
for the transaction, or if the dealer
experiences delays in promptly
completing the confirmation; and
(E) Measure, monitor, and document
the rates of allocations, confirmations,
and affirmations completed as soon as
technologically practicable and no later
than the end of the day on trade date.
The policies and procedures
alternative in proposed Rule G–
12(k)(ii)(B) could help ensure that,
when the parties to a transaction
encounter obstacles that may prevent
them from completing an allocation,
confirmation, or affirmation on trade
date, they have policies and procedures
to navigate, address, and, when
possible, mitigate or overcome such
obstacles. For example, similar to
Exchange Act Rule 15c6–2, reasonably
designed policies and procedures
generally could include robust
compliance and monitoring systems;
processes to escalate identified
instances of noncompliance for
remediation; procedures that designate
responsibility to business line personnel
for supervision of functions and
persons; processes for escalating issues;
processes for periodic review and
testing of the adequacy and
effectiveness of policies and procedures;
and training on policies and
procedures.24
Under proposed Rule G–12(k)(iii)(A),
the policies and procedures should be
reasonably designed to ensure that the
dealer considers holistically the range of
systems and tools it has available to
facilitate the same-day affirmation
objective, as well as the range of
operations and processes that a dealer
uses to facilitate same-day affirmations
across different customer and
commercial relationships.25 Similar to
Exchange Act Rule 15c6–2, the MSRB
believes that different processes may be
necessary to facilitate same-day
affirmations because certain
transactions or customer types require
different arrangements and a dealer may
require different arrangements for a
customer who engages directly with the
dealer versus a customer whose
investment adviser or custodian engages
with the dealer on its behalf. Further, to
be reasonably designed, dealers would
need to categorize and assess the range
of operational arrangements and
21 See
22 See
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24 See
25 See
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id. at 13894.
id. at 13895.
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processes that would be used to
facilitate the same-day affirmation
process across the full range of different
customer and transaction types for
which it offers services.26
The MSRB is aware that a dealer may
not be able to complete the same-day
affirmation process on the trade date
with respect to every transaction it
executes for every customer in every
circumstance. Therefore, proposed Rule
G–12(k)(iii)(B) requires that the policies
and procedures should set target time
frames for the range of transaction and
customer types the dealer serves, as well
as the range of systems and operational
processes it might employ.27 Similar to
the Commission, the MSRB believes that
reasonably designed procedures would
be able to categorize the range of
transactions and customer relationships
that a dealer has established and
estimate the length of time it takes to
complete each of the allocation,
confirmation, and affirmation to set its
target time frames.28 A dealer is
required to enforce its policies and
procedures, meaning that it is obligated
to design its systems and commit the
necessary resources to ensure that it can
comply with its own policies and
procedures under the proposed rule
change.29
Proposed Rule G–12(k)(iii)(C) would
require that policies and procedures lay
out the ex ante steps that the dealer
would take to promptly communicate
trade information, as well as to
investigate discrepancies and adjust
trade information in response to
information the dealer receives.30
Although target time frames will not
always be met, and although
affirmations will not always be
complete on trade date, a dealer is
required to enforce its policies and
procedures to ensure that an action fully
within the dealer’s own control is not
preventing the completion of the
allocation, confirmation, or affirmation
for the transaction.31
Proposed Rule G–12(k)(iii)(D) would
require that policies and procedures
describe how the dealer plans to
identify and address delays if another
party, including an investment adviser
or a custodian, is not promptly
completing the allocation or affirmation
for the transaction, or if the dealer
experiences delays in promptly
completing the confirmation. In
addition, policies and procedures
26 See
id. at 13895–13896.
id. at 13896.
28 See id.
29 See id.
30 See id.
31 See id.
27 See
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generally should identify the
circumstances under which a dealer
may experience delays in promptly
completing the confirmation and what
steps it would take to resolve the delays
or any recurring problems.32
Finally, proposed Rule G–12(k)(iii)(E)
would require that policies and
procedures be reasonably designed to
measure, monitor, and document the
rates of allocations, confirmations, and
affirmations completed within the target
time frames established under proposed
Rule G–12(k)(iii)(B), as well as the rates
of allocations, confirmations, and
affirmations completed as soon as
technologically practicable and no later
than the end of trade date.33 While
proposed Rule G–12(k) does not require
that same-day affirmation occur for
every transaction that a dealer executes
and settles, for policies and procedures
to be effective, the dealer generally
should use the metrics identified by
proposed Rule G–12(k)(iii)(E) to assess
how well its policies and procedures
ensure the completion of same-day
affirmation and update its policies and
procedures over time with
improvements.
Compliance Date
The compliance date of the proposed
rule change will correspond with the
industry’s transition to T+1 settlement
consistent with the compliance date for
amended Exchange Act Rule 15c6–1 34
and new Exchange Act Rule 15c6–2,35
which is currently scheduled for May
28, 2024. If the Commission’s
compliance date were to change, the
MSRB would issue a regulatory notice
to modify the compliance date of the
proposed rule change to remain aligned
with the Commission’s revised
compliance date.36
2. Statutory Basis
The MSRB believes that the proposed
rule change is consistent with section
15B(b)(2) of the Exchange Act,37 which
provides that the MSRB shall propose
and adopt rules to effect the purposes of
the Exchange Act with respect to
transactions in municipal securities
effected by dealers and advice provided
32 See
id.
id.
34 See id. at 13916.
35 See id. at 13918.
36 The compliance date for the MSRB’s
amendments to Rule G–12(b)(ii)(B)–(D) and MSRB
Rule G–15(b)(ii)(B)–(C) to transition to T+1
settlement for regular-way municipal securities
transactions would also be correspondingly
modified to remain aligned with the Commission’s
revised compliance date. See Exchange Act Release
No. 97585 (May 25, 2023), 88 FR 35961 (June 1,
2023) (File No. SR–MSRB–2023–03).
37 15 U.S.C. 78o–4(b)(2).
33 See
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89799
to or on behalf of municipal entities or
obligated persons by 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 dealers
and municipal advisors.
Section 15B(b)(2)(C) of the Exchange
Act 38 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 Exchange Act.39 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 by applying the
same standard for same-day allocation,
confirmation and affirmation
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 regulatory confusion that could
result from an obligation to apply
different standards for different asset
classes of securities.
Further, the proposed rule change
would foster cooperation and
coordination among regulators by
having similar same-day allocation,
confirmation and affirmation standards
as the Commission. By providing a
uniform standard for all types of brokerdealers engaging in equity securities,
corporate bonds and/or municipal
securities transactions, this alignment of
the regulatory scheme will foster greater
cooperation and coordination among the
MSRB and the Commission and
Financial Industry Regulatory
Authority, as well as greater cooperation
and coordination among the authorities
that examine dealers for compliance
with MSRB rules.
38 15
U.S.C. 78o–4(b)(2)(C).
39 Id.
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The MSRB believes that the proposed
rule change will also foster cooperation
with other market participants and
assist in timely and orderly settlement
of securities transactions, because many
dealers will have relationships across
multiple investment advisers,
custodians, and other types of agents,
and therefore could be instrumental in
introducing better processes and
procedures across a range of different
relationships. These improvements to
facilitate same-day allocations,
confirmations, and affirmations can in
turn facilitate an orderly and efficient
transition to a T+1 settlement cycle. The
proposed rule change would incentivize
dealers to identify and deploy effective
practices for achieving allocations,
confirmations, and affirmations ex ante,
thereby improving the rate of
allocations, confirmations, and
affirmations over time, which in turn
can enhance the adoption of the
industry’s move to T+1.
Facilitation of a shorter settlement
cycle would remove impediments to
and perfect the mechanism of a free and
open market in municipal securities by
yielding long-term benefits of promoting
an orderly settlement process and
reducing the likelihood of exceptions or
other processing errors that could lead
to settlement failures.40 The proposed
rule change would allow for agreements
or policies and procedures to be in place
that would give dealers means by which
to address the obstacles in same-day
affirmation, allocation, and
confirmation processes which are
instrumental in timely settlement of
transactions. The sooner the parties can
affirm the trade information for their
transaction, the lower the likelihood of
a settlement failure, which may give
parties time to resolve any errors,
improve processes over time and
implement new technologies instead of
‘‘just in time’’ solutions that can cause
delays in timely settlement of
transactions. This would foster
continued improvements in
institutional trade processing, further
promote accuracy and efficiency, reduce
the potential for settlement fails, and
more generally, reduce the potential for
operational risk, which would promote
investor protection and the public
interest.
competition that is not necessary or
appropriate in furtherance of the
purposes of the Exchange Act. The
MSRB believes that the proposed rule
change would not impose any
unnecessary or inappropriate burden on
competition, as the proposed rule
change would apply a uniform standard
for a same-day allocation, confirmation
and affirmation for all transactions in
municipal securities to align with the
newly revised standard applicable to,
among other securities, equity and
corporate bond transactions under the
amended Exchange Act Rule 15c6–2. In
addition, the proposed rule change
would be applied equally to all dealers.
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.
The MSRB was guided by the MSRB’s
Policy on the Use of Economic Analysis
in MSRB Rulemaking.42 In accordance
with this policy, the MSRB has
evaluated the potential impacts on
competition of the proposed rule
change. The proposed rule change
would add a new section (k) to the rule
that would establish a core-standard of
a same-day allocation, confirmation and
affirmation for all transactions in
municipal securities.
Although the proposed rule change
would be applied equally to dealers, the
MSRB acknowledges potential burdens
for firms that only participate in the
municipal securities market, and those
firms likely have relatively smaller
revenue bases than firms that also trade
other securities. These firms may incur
costs associated with system changes to
achieve a ‘‘same-day affirmation,’’ and
may be disproportionately impacted by
changes that would require investments
in working towards ensuring the sameday affirmation in that such costs would
be borne solely by their municipal
securities activities whereas other firms
with a more diversified securities
business likely would have already
invested in the cost of coming into
compliance with Exchange Act Rule
15c6–2 across their business lines.
However, the MSRB believes the
proposed rule change would not impose
any burden on competition that is not
necessary or appropriate in furtherance
B. Self-Regulatory Organization’s
Statement on Burden on Competition
Section 15B(b)(2)(C) of the Exchange
Act 41 requires that MSRB rules not be
designed to impose any burden on
42 Policy 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 any
burden on competition that is not necessary or
appropriate in furtherance of the purposes of the
Exchange Act, the MSRB was guided by its
principles that required the MSRB to consider costs
and benefits of a rule change, its impact on capital
formation and the main reasonable alternative
regulatory approaches.
40 Commission T+1 Adopting Release, 88 FR at
13897.
41 15 U.S.C. 78o–4(b)(2)(C).
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of the purposes of the Exchange Act,43
as any such regulatory burden would be
necessary or appropriate to align with
the newly revised standard applicable to
other securities under the amended
Exchange Act Rule 15c6–2 to facilitate
compliance with the upcoming T+1
settlement obligations. Without the
proposed amendments, market
participants would encounter different
standards between municipal securities
and other securities such as equity and
corporate bonds, which could result in
market inefficiencies and cause
confusion, especially for investors who
trade both municipal securities and
other securities. Accordingly, the
proposed rule change would be in the
public interest and ultimately for the
protection of investors, municipal
entities, and obligated persons.44 In
addition, dealers may encounter
difficulty complying with the upcoming
T+1 settlement obligations without the
analogous Exchange Act Rule 15c6–2
requirements that the proposed rule
change would incorporate into Rule G–
12.
Benefits, Costs and Effect on
Competition
The MSRB considered the economic
impact associated with the proposed
rule change, relative to the baseline,
which is the current Rule G–12 that
does not align with Exchange Act Rule
15c6–2 on same-day allocation,
confirmation and affirmation, and
assessed incremental changes in
benefits and costs in the proposed
future state of a same-day allocation,
confirmation and affirmation process, in
both cases in light of the already
approved move to a T+1 settlement
cycle in May 2024.
Benefits
The proposed rule change would
facilitate compliance with the upcoming
T+1 settlement obligations. The
proposed rule change would help
expedite the transmission and
affirmation of trade data that is expected
to enhance the accuracy and efficiency
of institutional trade processing. The
MSRB also expects that the same-day
allocation, confirmation and affirmation
standard would encourage the
development of more standardized and
automated dealer practices. While much
of the industry has moved to a same-day
allocation, confirmation and affirmation
standard, the MSRB understands that
there remain outliers who have not yet
done so. By adopting a settlement
process, either by agreement or
43 15
U.S.C. 78o–4(b)(2)(C).
44 Id.
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strengthening existing policies and
procedures, the MSRB believes that
more institutional trades would be
successfully processed and receive an
affirmed confirmation on the same trade
date. The proposed rule change for
regular-way municipal securities
transactions in the secondary market
would be consistent with Exchange Act
Rule 15c6–2, which applies to equity
and corporate bond transactions. Market
efficiencies could be eroded if market
participants encounter differing
allocation, confirmation and affirmation
standards in settlement cycles when
trading equity securities or corporate
bonds along with municipal securities.
Finally, the MSRB expects that an
increase in same-day affirmation rates
would help reduce the number of
settlement failures as affirmations on
the same-day can help mitigate the risk
of errors.
Costs
The MSRB believes that some dealers
would incur costs associated with
systems changes to achieve a same-day
allocation, confirmation and affirmation
standard. For upfront costs, dealers
would need to create written agreements
for relevant parties and/or update
existing policies and procedures. While
firms may already have written
agreements as part of their practices,
firms would still need to review the
existing policies and procedures
framework to ensure their compliance
with the proposed rule change. There
would also be ongoing costs associated
with compliance and recordkeeping in
relation to the written policies and
procedures and written agreements,
including measuring and documenting
the rate at which trades are meeting a
same-day allocation, confirmation and
affirmation standard.
The T+1 settlement obligation is
applicable to all firms regardless of how
many asset classes they trade, and firms
that only participate in the municipal
securities market may be
disproportionately impacted by changes
that could require system or staffing
investments in working towards
ensuring a same-day allocation,
confirmation and affirmation. This is in
contrast to firms that participate in
multiple asset classes, for which the
incremental costs would be smaller or
negligible as these firms are assumed to
be in compliance with Exchange Act
Rule 15c6–2 obligations for asset classes
other than municipal securities (as of
the effective date of those obligations).
For the limited number of dealers who
only trade municipal securities, the
MSRB assumes these dealers would
likely choose the second option of
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establishing policies and procedures to
comply with the proposed rule change,
as the first option of entering written
agreements could generally be more
costly unless a particular dealer already
uses written agreements to manage their
relationship with their customers.45 The
MSRB estimates that one-time upfront
costs for system upgrades and policy
and procedure revisions would be
approximately $44,440 per firm and that
ongoing annual costs for compliance
and recordkeeping would be
approximately $3,448 per firm. This
calculation is based on the
Commission’s upper-bound estimates of
$88,880 per firm for the one-time
upfront cost and $172,416 per firm for
the annual ongoing cost when including
all securities, other than an exempted
security (a government security, a
municipal security, commercial paper,
bankers’ acceptances, or commercial
bills).46
Burden on Competition and Capital
Formation
The proposed rule change would
promote regulatory consistency and
market efficiency by adopting a
consistent standard of completing the
trade matching and affirmation process
on the trade date for all securities and
harmonizing with Exchange Act Rule
15c6–2. The proposed rule change
would also facilitate compliance with
the upcoming T+1 settlement
obligations. As a result, the MSRB
believes that by providing a uniform
standard across all asset classes the
proposed rule change would foster
capital formation.
The proposed rule change would be
applied equally to all dealers transacting
in municipal securities. The MSRB
assumes that firms that will be subject
to newly adopted Exchange Act Rule
15c6–2 would be equipped with the
necessary technology and personnel for
45 See Commission T+1 Adopting Release, 88 FR
at 13938. There is also a possibility that the
industry would develop a standard written
agreement for investors to complete and send to
dealers over the longer term, but the MSRB is not
aware of the possibility currently.
46 See id., 88 FR at 13946. The Commission
estimated 411 broker-dealers would be subject to
the requirements of Exchange Act Rule 15c6–2. Id.
at 13939. The MSRB’s internal analysis assumes a
cost saving of 50% 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.
For the ongoing cost, the MSRB estimated the
number of trades for municipal securities would be
less than 2% of trades for other securities.
Conservatively, two percentage points are used for
estimating the ongoing costs related to municipal
securities. The MSRB believes these estimates
reflect an upper bound on the compliance costs.
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89801
the completion of the allocation,
confirmation and affirmation process on
trade date as of the effective date of
those obligations. For the remaining
limited number of municipal dealers
who only trade municipal securities, the
estimated upfront costs would be
relatively minor though necessary.
Finally, the estimated annual ongoing
costs would also be minor and would be
proportional to each firm’s trading
activities. Therefore, the MSRB believes
any broader impact on competition in
the municipal securities market is
expected to be minor, and 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.
Reasonable Alternatives
One alternative the MSRB considered
was instead of requiring dealers to
develop written agreements or to
establish, implement and enforce
policies and procedures as prescribed in
proposed Rule G–12(k), the proposed
rule change would require dealers to
have adequate policies and procedures
in place that can support allocation.
This principle-based approach would
allow dealers to customize their policies
and procedures while still proceeding
towards the ultimate goal of same-day
allocation, confirmation and
affirmation. However, while this
alternative may provide dealers more
flexibility, it does not necessarily
guarantee achieving same-day
allocation, confirmation and
affirmation, and does not facilitate the
adoption of ‘‘timely settlement.’’ For
example, while this principle-based
approach may accelerate the allocation,
confirmation and affirmation process for
dealers, it may not lead to a marketwide adoption of same-day allocation,
confirmation and affirmation standard
immediately without the prescriptive
obligations specified in policies and
procedures in the proposed rule change
for all dealers. In any case, the proposed
rule change would promote an orderly
settlement process regardless of the
length of the settlement cycle.
Another alternative would be to
provide only one option for dealers to
achieve a same-day allocation,
confirmation and affirmation, for
example, by withdrawing the written
agreement requirement and instead only
requiring the policies and procedures
approach. This alternative would allow
dealers to adopt their own internal
policies and procedures to ensure that
allocations, confirmations, and
affirmations are completed on a timeline
that would facilitate settlement on T+1.
However, this approach could be more
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costly for certain dealers who may
already have written agreements in
place or would want to rely on written
agreements over incurring compliance
costs of establishing, implementing and
enforcing policies and procedures.
Thus, the MSRB has determined that the
proposed rule change is superior to the
potential alternative approaches because
it would offer two options for dealers to
work towards a same-day allocation,
confirmation and affirmation standard,
thereby facilitating a timely settlement.
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. However, in connection
with the MSRB’s filing to adopt a T+1
settlement process for municipal
securities,47 one commenter expressed
general support to have consistent rules
for municipal securities with those for
equities and corporate bonds whenever
possible.48 Specifically, the commenter
encouraged the MSRB to consider a rule
consistent with Exchange Act Rule
15c6–2, to improve the processing of
institutional trades through new
requirements for market participants
related to same-day affirmations.49
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.
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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:
47 Exchange
Act Release No. 97257 (Apr. 6, 2023),
88 FR 22075 (Apr. 12, 2023) (File No. SR–MSRB–
2023–03).
48 See Letter from Leslie M. Norwood, Managing
Director and Associate General Counsel, Securities
Industry and Financial Markets Association (May 3,
2023), available at https://www.sec.gov/comments/
sr-msrb-2023-03/srmsrb202303-183739-336923.pdf.
49 See id.
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Electronic Comments
SMALL BUSINESS ADMINISTRATION
• 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–2023–07 on the subject line.
Data Collection Available for Public
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–2023–07. This file
number should be included on the
subject line if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
internet website (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE,
Washington, DC 20549 on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for
inspection and copying at the principal
office of the MSRB. Do not include
personal identifiable information in
submissions; you should submit only
information that you wish to make
available publicly. We may redact in
part or withhold entirely from
publication submitted material that is
obscene or subject to copyright
protection. All submissions should refer
to File Number SR–MSRB–2023–07 and
should be submitted on or before
January 18, 2024.
For the Commission, pursuant to delegated
authority.50
Christina Z. Milnor,
Assistant Secretary.
[FR Doc. 2023–28612 Filed 12–27–23; 8:45 am]
BILLING CODE 8011–01–P
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Frm 00149
Fmt 4703
ACTION:
The Small Business
Administration (SBA) intends to request
approval from the Office of Management
and Budget (OMB) for the collection of
information described below. The
Paperwork Reduction Act (PRA)
requires federal agencies to publish a
notice in the Federal Register
concerning each proposed collection of
information before submission to OMB
and to allow 60 days for public
comment in response to the notice. This
notice complies with that requirement.
DATES: Submit comments on or before
February 26, 2024.
Comments: Send all comments by
email to Louis A. Cupp, New Markets
Policy Analyst, Policy Division, Office
of Investment and Innovation, Small
Business Administration, louis.cupp@
sba.gov.
FOR FURTHER INFORMATION CONTACT: Lyn
Womack, Director, Fund Administration
and Fund Accounting Division, Office
of Investment and Innovation,
lyn.womack@sba.gov, 202–205–2416, or
Curtis B. Rich, Agency Clearance
Officer, 202–205–7030, curtis.rich@
sba.gov.
SUPPLEMENTARY INFORMATION:
Applicants for SBA-guaranteed leverage
commitments must complete these
forms as part of the application process.
SBA uses the information to make
informed and proper credit decisions
and to establish the SBIC’s eligibility for
leverage and need for funds.
SUMMARY:
Paper Comments
50 17
Small Business Administration.
60-Day notice and request for
comments.
AGENCY:
Sfmt 4703
Solicitation of Public Comments:
SBA is requesting comments on (a)
whether the collection of information is
necessary for the agency to properly
perform its functions; (b) whether the
burden estimates are accurate; (c)
whether there are ways to minimize the
burden, including through the use of
automated techniques or other forms of
information technology; and (d) whether
there are ways to enhance the quality,
utility, and clarity of the information.
Summary of Information Collection
Collection: 3245–0081
(1) Title: Form 25 LLGP Model
Limited Liability General Partner
Certificate, Form 25 PCGP Model
Resolution SBIC organized as Corporate
General Partnership, Form 25 PC Model
Resolution SBIC organized as
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]]>Agencies
[Federal Register Volume 88, Number 248 (Thursday, December 28, 2023)]
[Notices]
[Pages 89796-89802]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-28612]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-99226; File No. SR-MSRB-2023-07]
Self-Regulatory Organizations; Municipal Securities Rulemaking
Board; Notice of Filing of a Proposed Rule Change To Amend MSRB Rule G-
12 To Promote the Completion of Allocations, Confirmations, and
Affirmations by the End of Trade Date
December 21, 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 December 20, 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 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The MSRB filed with the Commission a proposed rule change to amend
MSRB Rule G-12 (``Rule G-12''), on uniform practice, to promote the
completion of allocations, confirmations, and affirmations by the end
of trade date for municipal securities transactions between brokers,
dealers and municipal securities dealers and their institutional
customers to facilitate the move to a settlement cycle of one business
day (the ``proposed rule change'').
The MSRB requests that the proposed rule change be approved with a
compliance date of May 28, 2024, to align with the compliance date for
amended Exchange Act Rule 15c6-1 and new Exchange Act Rule 15c6-2, as
described herein.\3\
---------------------------------------------------------------------------
\3\ See Exchange Act Release No. 96930 (Feb. 15, 2023), 88 FR
13872 at 13918 (Mar. 6, 2023) (File No. S7-05-22) (the ``Commission
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 for the proposed rule change to remain aligned with
the Commission's revised compliance date.
---------------------------------------------------------------------------
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.
[[Page 89797]]
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the MSRB included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The MSRB has prepared summaries, set forth in Sections
A, B, and C below, of the most significant aspects of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The proposed rule change would amend Rule G-12 by adding a new
section (k) to promote the completion of allocations, confirmations,
and affirmations by the end of trade date for transactions in municipal
securities between brokers, dealers and municipal securities dealers
(``dealers'') and their institutional customers. This proposed rule
change would align with the same-day allocation, confirmation, and
affirmation process for equities and corporate bonds under Exchange Act
Rule 15c6-2, as adopted.\4\ Although Exchange Act Rule 15c6-2, as
adopted,\5\ does not apply to municipal securities transactions, the
MSRB believes that the same-day allocation, confirmation, and
affirmation process for municipal securities transactions in the
secondary market should be consistent with that for equity and
corporate bond transactions. This proposal is designed to facilitate
the industry's move to a settlement cycle of one business day (``T+1'')
as described further below. To align with Exchange Act Rule 15c6-2, as
adopted,\6\ the MSRB is proposing to amend Rule G-12 by adding a
section (k) to require dealers effecting municipal securities
transactions subject to the T+1 settlement cycle to either enter into
written agreements as specified in the proposed rule change or
establish, maintain, and enforce written policies and procedures
reasonably designed to address certain objectives related to completing
allocations, confirmations, and affirmations as soon as technologically
practicable and no later than the end of trade date.
---------------------------------------------------------------------------
\4\ 17 CFR 240.15c6-2.
\5\ Id.
\6\ Id.
---------------------------------------------------------------------------
Background
On February 15, 2023, the Commission adopted amendments to Exchange
Act Rule 15c6-1 (``Amended Exchange Act Rule 15c6-1'') \7\ to shorten
the settlement cycle of most equity and corporate bond transactions
from two business days to T+1. In alignment with Amended Exchange Act
Rule 15c6-1, the MSRB amended its 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.\8\
---------------------------------------------------------------------------
\7\ 17 CFR 240.15c6-1.
\8\ See Exchange Act Release No. 97585 (May 25, 2023), 88 FR
35961 (June 1, 2023) (File No. SR-MSRB-2023-03).
---------------------------------------------------------------------------
In the Commission T+1 Adopting Release, the Commission stated that
implementing a T+1 standard settlement cycle would require significant
improvements in the current rates of same-day allocations,
confirmations, and affirmations to help ensure timely settlement in a
T+1 environment.\9\ In the Commission T+1 Adopting Release, the
Commission proposed new Exchange Act Rule 15c6-2 to establish
requirements that facilitate the completion of allocations,
confirmations, and affirmations by the end of the trade date, helping
to facilitate the settlement of institutional transactions in a T+1 or
shorter standard settlement cycle by promoting the timely and orderly
transmission of trade data necessary to achieve settlement.\10\
---------------------------------------------------------------------------
\9\ See Commission T+1 Adopting Release, 88 FR at 13890.
\10\ See id. at 13947.
---------------------------------------------------------------------------
Exchange Act Rule 15c6-2 provides two options by which broker-
dealers may comply with the rule, as adopted.\11\ The first option
under Exchange Act Rule 15c6-2 provides that, where parties have agreed
to engage in an allocation, confirmation, or affirmation process, a
broker-dealer would be prohibited from effecting or entering into a
contract for the purchase or sale of a security (other than an exempted
security, a government security, a municipal security, commercial
paper, bankers' acceptances, or commercial bills) on behalf of a
customer unless such broker-dealer has entered into a written agreement
with the customer that requires the allocation, confirmation,
affirmation, or any combination thereof, to be completed no later than
the end of the day on trade date in such form as may be necessary to
achieve settlement in compliance with Exchange Act Rule 15c6-1(a).\12\
The second option under Exchange Act Rule 15c6-2 provides an
alternative where, in lieu of a written agreement, a broker-dealer may
choose to establish, maintain, and enforce written policies and
procedures reasonably designed to ensure the completion of the
allocation, confirmation, affirmation, or any combination thereof, for
the transaction as soon as technologically practicable and no later
than the end of the day on trade date in such form as necessary to
achieve settlement of the transaction.\13\ Exchange Act Rule 15c6-2
sets out several specific requirements for such written policies and
procedures.\14\
---------------------------------------------------------------------------
\11\ 17 CFR 240.15c6-2.
\12\ 17 CFR 240.15c6-2(a)(1).
\13\ 17 CFR 240.15c6-2(a)(2).
\14\ 17 CFR 240.15c6-2(b)(1-5).
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Proposal
The proposed amendments to Rule G-12 would add a new section (k)
that would establish the core standard of same-day allocation,
confirmation and affirmation for all regular-way transactions in
municipal securities required to be settled on the first business day
following the trade date under Rule G-12(b)(ii)(B) or MSRB Rule G-
15(b)(ii)(B). Proposed Rule G-12(k)(i) refers to the terms
``confirmation,'' ``affirmation'' and ``allocation'' as having the same
meaning as used in the Securities Exchange Act Rule 15c6-2. For
purposes of proposed Rule G-12(k), the terms ``confirmation'' and
``affirmation'' refer to the transmission of messages among dealers,
institutional investors, and custodian banks to confirm the terms of a
trade executed for an institutional investor, a process necessary to
ensure the accuracy of the trade being settled, consistent with how
such terms are used in Exchange Act Rule 15c6-2.\15\ Additionally, the
term ``allocation'' refers to the process by which an institutional
investor (often an investment adviser) allocates a large trade among
various client accounts or determines how to apportion securities
trades ordered contemporaneously on behalf of multiple funds or non-
fund clients, consistent with how such term is used in Exchange Act
Rule 15c6-2.\16\
---------------------------------------------------------------------------
\15\ See Commission T+1 Adopting Release, 88 FR at 13886. The
term ``confirmation'' under proposed Rule G-12(k) refers to the
operational message that includes trade details provided by the
dealer to the customer to verify trade information so that a trade
can be prepared for timely settlement. This is in contrast to trade
confirmations required under Rule G-12(c) or MSRB Rule G-15(a),
which list a series of disclosures that dealers are required to
provide in writing to dealers or customers at or before completion
of a transaction.
\16\ Id.
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Similar to Exchange Act Rule 15c6-2, proposed Rule G-12(k)(ii)
would provide two options by which dealers would comply with the rule
to meet the
[[Page 89798]]
standard of same-day allocation, confirmation and affirmation for all
regular-way transactions in municipal securities, also referred to as
``same-day affirmation.'' The first option under the newly added
section (k)(ii)(A) to Rule G-12 would allow dealers to enter into a
written agreement with the relevant parties to ensure completion of the
allocation, confirmation, affirmation, or any combination thereof, for
the transaction as soon as technologically practicable and no later
than the end of the day on trade date in such form as necessary to
achieve settlement of the transaction.
The term ``relevant parties'' should be read more broadly than
merely customers and would include, for example, investment advisers,
custodians, or other agents to the extent that such parties would
participate in the allocation, confirmation, and affirmation
process.\17\ Similar to Exchange Act Rule 15c6-2, when entering into
written agreements, the dealer would need to identify and enter into
agreements with only the relevant parties that would have a role in
completing the allocation, confirmation and affirmation process.\18\ If
a dealer is acting in the capacity of an executing broker on behalf of
a customer and another dealer is settling the transaction (i.e., as a
clearing broker), then the executing broker would only comply with the
rule to the extent that it participates in the allocation, confirmation
and affirmation process. In such a scenario, the executing broker would
ensure that its arrangements with the clearing broker identify that the
clearing broker will be the dealer engaging in the allocation,
confirmation, and affirmation process for compliance with the proposed
rule change. To the extent that there is no such arrangement between
the executing broker and the clearing broker, the executing broker
should consider whether it needs to establish, implement, and maintain
policies and procedures to identify and explain its role and
relationship with the clearing broker.\19\ An executing broker that
does not participate in allocation, confirmation, and affirmation
processes would face no obligations under the proposed rule change.\20\
A dealer would not be deemed to have violated Rule G-12 as amended by
the proposed rule change based on the actions of the counterparty
(e.g., if an investment adviser fails to provide allocation information
to the dealer as required under the agreement) as long as the written
agreement describes the obligations of the parties to ensure the
allocation, confirmation, or affirmation of the transaction, and the
dealer itself has complied with its obligations under the written
agreement.\21\
---------------------------------------------------------------------------
\17\ See id. at 13892.
\18\ See id.
\19\ See id.
\20\ See id.
\21\ See id. at 13891.
---------------------------------------------------------------------------
The MSRB believes that the term ``trade'' and ``end of the day on
trade date'' are widely used by the industry and sufficiently
understood to facilitate compliance with the proposed rule change.\22\
The proposed rule change uses the term ``end of the day on trade date''
rather than requiring a specific time earlier than end of day to allow
firms to maximize their internal processes to meet the appropriate
cutoff times and other deadlines, as soon as technologically
practicable. The MSRB believes that this would allow for the relevant
parties to negotiate terms and expectations that are responsive to
their specific operational arrangements and in turn facilitate the
same-day allocation, confirmation and affirmation to further facilitate
the timely settlement of the transaction.\23\
---------------------------------------------------------------------------
\22\ See id. at 13897.
\23\ See id.
---------------------------------------------------------------------------
The second option to meet the core standard of same-day allocation,
confirmation and affirmation is listed in the proposed amendment to
Rule G-12 under the newly added section (k)(ii)(B). Under this option,
dealers would be required to establish, maintain, and enforce written
policies and procedures reasonably designed to ensure completion of the
allocation, confirmation and affirmation for the transaction as soon as
technologically practicable and no later than the end of the day on
trade date. At a minimum, the policies and procedures required under
the proposed new section Rule G-12(k)(ii)(B) must:
(A) Identify and describe any technology systems, operations, and
processes that the dealer uses to coordinate with other relevant
parties, including investment advisers and custodians, to ensure
completion of the allocation, confirmation, or affirmation process for
the transaction;
(B) Set target time frames on trade date for completing the
allocation, confirmation, and affirmation for the transaction;
(C) Describe the procedures that the dealer will follow to ensure
the prompt communication of trade information, investigate any
discrepancies in trade information, and adjust trade information to
help ensure that the allocation, confirmation, and affirmation can be
completed by the target time frames on trade date;
(D) Describe how the dealer plans to identify and address delays if
another party, including an investment adviser or a custodian, is not
promptly completing the allocation or affirmation for the transaction,
or if the dealer experiences delays in promptly completing the
confirmation; and
(E) Measure, monitor, and document the rates of allocations,
confirmations, and affirmations completed as soon as technologically
practicable and no later than the end of the day on trade date.
The policies and procedures alternative in proposed Rule G-
12(k)(ii)(B) could help ensure that, when the parties to a transaction
encounter obstacles that may prevent them from completing an
allocation, confirmation, or affirmation on trade date, they have
policies and procedures to navigate, address, and, when possible,
mitigate or overcome such obstacles. For example, similar to Exchange
Act Rule 15c6-2, reasonably designed policies and procedures generally
could include robust compliance and monitoring systems; processes to
escalate identified instances of noncompliance for remediation;
procedures that designate responsibility to business line personnel for
supervision of functions and persons; processes for escalating issues;
processes for periodic review and testing of the adequacy and
effectiveness of policies and procedures; and training on policies and
procedures.\24\
---------------------------------------------------------------------------
\24\ See id. at 13894.
---------------------------------------------------------------------------
Under proposed Rule G-12(k)(iii)(A), the policies and procedures
should be reasonably designed to ensure that the dealer considers
holistically the range of systems and tools it has available to
facilitate the same-day affirmation objective, as well as the range of
operations and processes that a dealer uses to facilitate same-day
affirmations across different customer and commercial
relationships.\25\ Similar to Exchange Act Rule 15c6-2, the MSRB
believes that different processes may be necessary to facilitate same-
day affirmations because certain transactions or customer types require
different arrangements and a dealer may require different arrangements
for a customer who engages directly with the dealer versus a customer
whose investment adviser or custodian engages with the dealer on its
behalf. Further, to be reasonably designed, dealers would need to
categorize and assess the range of operational arrangements and
[[Page 89799]]
processes that would be used to facilitate the same-day affirmation
process across the full range of different customer and transaction
types for which it offers services.\26\
---------------------------------------------------------------------------
\25\ See id. at 13895.
\26\ See id. at 13895-13896.
---------------------------------------------------------------------------
The MSRB is aware that a dealer may not be able to complete the
same-day affirmation process on the trade date with respect to every
transaction it executes for every customer in every circumstance.
Therefore, proposed Rule G-12(k)(iii)(B) requires that the policies and
procedures should set target time frames for the range of transaction
and customer types the dealer serves, as well as the range of systems
and operational processes it might employ.\27\ Similar to the
Commission, the MSRB believes that reasonably designed procedures would
be able to categorize the range of transactions and customer
relationships that a dealer has established and estimate the length of
time it takes to complete each of the allocation, confirmation, and
affirmation to set its target time frames.\28\ A dealer is required to
enforce its policies and procedures, meaning that it is obligated to
design its systems and commit the necessary resources to ensure that it
can comply with its own policies and procedures under the proposed rule
change.\29\
---------------------------------------------------------------------------
\27\ See id. at 13896.
\28\ See id.
\29\ See id.
---------------------------------------------------------------------------
Proposed Rule G-12(k)(iii)(C) would require that policies and
procedures lay out the ex ante steps that the dealer would take to
promptly communicate trade information, as well as to investigate
discrepancies and adjust trade information in response to information
the dealer receives.\30\ Although target time frames will not always be
met, and although affirmations will not always be complete on trade
date, a dealer is required to enforce its policies and procedures to
ensure that an action fully within the dealer's own control is not
preventing the completion of the allocation, confirmation, or
affirmation for the transaction.\31\
---------------------------------------------------------------------------
\30\ See id.
\31\ See id.
---------------------------------------------------------------------------
Proposed Rule G-12(k)(iii)(D) would require that policies and
procedures describe how the dealer plans to identify and address delays
if another party, including an investment adviser or a custodian, is
not promptly completing the allocation or affirmation for the
transaction, or if the dealer experiences delays in promptly completing
the confirmation. In addition, policies and procedures generally should
identify the circumstances under which a dealer may experience delays
in promptly completing the confirmation and what steps it would take to
resolve the delays or any recurring problems.\32\
---------------------------------------------------------------------------
\32\ See id.
---------------------------------------------------------------------------
Finally, proposed Rule G-12(k)(iii)(E) would require that policies
and procedures be reasonably designed to measure, monitor, and document
the rates of allocations, confirmations, and affirmations completed
within the target time frames established under proposed Rule G-
12(k)(iii)(B), as well as the rates of allocations, confirmations, and
affirmations completed as soon as technologically practicable and no
later than the end of trade date.\33\ While proposed Rule G-12(k) does
not require that same-day affirmation occur for every transaction that
a dealer executes and settles, for policies and procedures to be
effective, the dealer generally should use the metrics identified by
proposed Rule G-12(k)(iii)(E) to assess how well its policies and
procedures ensure the completion of same-day affirmation and update its
policies and procedures over time with improvements.
---------------------------------------------------------------------------
\33\ See id.
---------------------------------------------------------------------------
Compliance Date
The compliance date of the proposed rule change will correspond
with the industry's transition to T+1 settlement consistent with the
compliance date for amended Exchange Act Rule 15c6-1 \34\ and new
Exchange Act Rule 15c6-2,\35\ which is currently scheduled for May 28,
2024. If the Commission's compliance date were to change, the MSRB
would issue a regulatory notice to modify the compliance date of the
proposed rule change to remain aligned with the Commission's revised
compliance date.\36\
---------------------------------------------------------------------------
\34\ See id. at 13916.
\35\ See id. at 13918.
\36\ The compliance date for the MSRB's amendments to Rule G-
12(b)(ii)(B)-(D) and MSRB Rule G-15(b)(ii)(B)-(C) to transition to
T+1 settlement for regular-way municipal securities transactions
would also be correspondingly modified to remain aligned with the
Commission's revised compliance date. See Exchange Act Release No.
97585 (May 25, 2023), 88 FR 35961 (June 1, 2023) (File No. SR-MSRB-
2023-03).
---------------------------------------------------------------------------
2. Statutory Basis
The MSRB believes that the proposed rule change is consistent with
section 15B(b)(2) of the Exchange Act,\37\ which provides that the MSRB
shall propose and adopt rules to effect the purposes of the Exchange
Act with respect to transactions in municipal securities effected by
dealers and advice provided to or on behalf of municipal entities or
obligated persons by 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
dealers and municipal advisors.
---------------------------------------------------------------------------
\37\ 15 U.S.C. 78o-4(b)(2).
---------------------------------------------------------------------------
Section 15B(b)(2)(C) of the Exchange Act \38\ 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.
---------------------------------------------------------------------------
\38\ 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 Exchange Act.\39\ 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 by applying the
same standard for same-day allocation, confirmation and affirmation
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 regulatory confusion
that could result from an obligation to apply different standards for
different asset classes of securities.
---------------------------------------------------------------------------
\39\ Id.
---------------------------------------------------------------------------
Further, the proposed rule change would foster cooperation and
coordination among regulators by having similar same-day allocation,
confirmation and affirmation standards as the Commission. By providing
a uniform standard for all types of broker-dealers engaging in equity
securities, corporate bonds and/or municipal securities transactions,
this alignment of the regulatory scheme will foster greater cooperation
and coordination among the MSRB and the Commission and Financial
Industry Regulatory Authority, as well as greater cooperation and
coordination among the authorities that examine dealers for compliance
with MSRB rules.
[[Page 89800]]
The MSRB believes that the proposed rule change will also foster
cooperation with other market participants and assist in timely and
orderly settlement of securities transactions, because many dealers
will have relationships across multiple investment advisers,
custodians, and other types of agents, and therefore could be
instrumental in introducing better processes and procedures across a
range of different relationships. These improvements to facilitate
same-day allocations, confirmations, and affirmations can in turn
facilitate an orderly and efficient transition to a T+1 settlement
cycle. The proposed rule change would incentivize dealers to identify
and deploy effective practices for achieving allocations,
confirmations, and affirmations ex ante, thereby improving the rate of
allocations, confirmations, and affirmations over time, which in turn
can enhance the adoption of the industry's move to T+1.
Facilitation of a shorter settlement cycle would remove impediments
to and perfect the mechanism of a free and open market in municipal
securities by yielding long-term benefits of promoting an orderly
settlement process and reducing the likelihood of exceptions or other
processing errors that could lead to settlement failures.\40\ The
proposed rule change would allow for agreements or policies and
procedures to be in place that would give dealers means by which to
address the obstacles in same-day affirmation, allocation, and
confirmation processes which are instrumental in timely settlement of
transactions. The sooner the parties can affirm the trade information
for their transaction, the lower the likelihood of a settlement
failure, which may give parties time to resolve any errors, improve
processes over time and implement new technologies instead of ``just in
time'' solutions that can cause delays in timely settlement of
transactions. This would foster continued improvements in institutional
trade processing, further promote accuracy and efficiency, reduce the
potential for settlement fails, and more generally, reduce the
potential for operational risk, which would promote investor protection
and the public interest.
---------------------------------------------------------------------------
\40\ Commission T+1 Adopting Release, 88 FR at 13897.
---------------------------------------------------------------------------
B. Self-Regulatory Organization's Statement on Burden on Competition
Section 15B(b)(2)(C) of the Exchange Act \41\ requires that MSRB
rules not be designed to impose any burden on competition that is not
necessary or appropriate in furtherance of the purposes of the Exchange
Act. The MSRB believes that the proposed rule change would not impose
any unnecessary or inappropriate burden on competition, as the proposed
rule change would apply a uniform standard for a same-day allocation,
confirmation and affirmation for all transactions in municipal
securities to align with the newly revised standard applicable to,
among other securities, equity and corporate bond transactions under
the amended Exchange Act Rule 15c6-2. In addition, the proposed rule
change would be applied equally to all dealers. 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.
---------------------------------------------------------------------------
\41\ 15 U.S.C. 78o-4(b)(2)(C).
---------------------------------------------------------------------------
The MSRB was guided by the MSRB's Policy on the Use of Economic
Analysis in MSRB Rulemaking.\42\ In accordance with this policy, the
MSRB has evaluated the potential impacts on competition of the proposed
rule change. The proposed rule change would add a new section (k) to
the rule that would establish a core-standard of a same-day allocation,
confirmation and affirmation for all transactions in municipal
securities.
---------------------------------------------------------------------------
\42\ 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 any burden on
competition that is not necessary or appropriate in furtherance of
the purposes of the Exchange Act, the MSRB was guided by its
principles that required the MSRB to consider costs and benefits of
a rule change, its impact on capital formation and the main
reasonable alternative regulatory approaches.
---------------------------------------------------------------------------
Although the proposed rule change would be applied equally to
dealers, the MSRB acknowledges potential burdens for firms that only
participate in the municipal securities market, and those firms likely
have relatively smaller revenue bases than firms that also trade other
securities. These firms may incur costs associated with system changes
to achieve a ``same-day affirmation,'' and may be disproportionately
impacted by changes that would require investments in working towards
ensuring the same-day affirmation in that such costs would be borne
solely by their municipal securities activities whereas other firms
with a more diversified securities business likely would have already
invested in the cost of coming into compliance with Exchange Act Rule
15c6-2 across their business lines. However, 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,\43\ as any such regulatory burden would be necessary or
appropriate to align with the newly revised standard applicable to
other securities under the amended Exchange Act Rule 15c6-2 to
facilitate compliance with the upcoming T+1 settlement obligations.
Without the proposed amendments, market participants would encounter
different standards between municipal securities and other securities
such as equity and corporate bonds, which could result in market
inefficiencies and cause confusion, especially for investors who trade
both municipal securities and other securities. Accordingly, the
proposed rule change would be in the public interest and ultimately for
the protection of investors, municipal entities, and obligated
persons.\44\ In addition, dealers may encounter difficulty complying
with the upcoming T+1 settlement obligations without the analogous
Exchange Act Rule 15c6-2 requirements that the proposed rule change
would incorporate into Rule G-12.
---------------------------------------------------------------------------
\43\ 15 U.S.C. 78o-4(b)(2)(C).
\44\ Id.
---------------------------------------------------------------------------
Benefits, Costs and Effect on Competition
The MSRB considered the economic impact associated with the
proposed rule change, relative to the baseline, which is the current
Rule G-12 that does not align with Exchange Act Rule 15c6-2 on same-day
allocation, confirmation and affirmation, and assessed incremental
changes in benefits and costs in the proposed future state of a same-
day allocation, confirmation and affirmation process, in both cases in
light of the already approved move to a T+1 settlement cycle in May
2024.
Benefits
The proposed rule change would facilitate compliance with the
upcoming T+1 settlement obligations. The proposed rule change would
help expedite the transmission and affirmation of trade data that is
expected to enhance the accuracy and efficiency of institutional trade
processing. The MSRB also expects that the same-day allocation,
confirmation and affirmation standard would encourage the development
of more standardized and automated dealer practices. While much of the
industry has moved to a same-day allocation, confirmation and
affirmation standard, the MSRB understands that there remain outliers
who have not yet done so. By adopting a settlement process, either by
agreement or
[[Page 89801]]
strengthening existing policies and procedures, the MSRB believes that
more institutional trades would be successfully processed and receive
an affirmed confirmation on the same trade date. The proposed rule
change for regular-way municipal securities transactions in the
secondary market would be consistent with Exchange Act Rule 15c6-2,
which applies to equity and corporate bond transactions. Market
efficiencies could be eroded if market participants encounter differing
allocation, confirmation and affirmation standards in settlement cycles
when trading equity securities or corporate bonds along with municipal
securities. Finally, the MSRB expects that an increase in same-day
affirmation rates would help reduce the number of settlement failures
as affirmations on the same-day can help mitigate the risk of errors.
Costs
The MSRB believes that some dealers would incur costs associated
with systems changes to achieve a same-day allocation, confirmation and
affirmation standard. For upfront costs, dealers would need to create
written agreements for relevant parties and/or update existing policies
and procedures. While firms may already have written agreements as part
of their practices, firms would still need to review the existing
policies and procedures framework to ensure their compliance with the
proposed rule change. There would also be ongoing costs associated with
compliance and recordkeeping in relation to the written policies and
procedures and written agreements, including measuring and documenting
the rate at which trades are meeting a same-day allocation,
confirmation and affirmation standard.
The T+1 settlement obligation is applicable to all firms regardless
of how many asset classes they trade, and firms that only participate
in the municipal securities market may be disproportionately impacted
by changes that could require system or staffing investments in working
towards ensuring a same-day allocation, confirmation and affirmation.
This is in contrast to firms that participate in multiple asset
classes, for which the incremental costs would be smaller or negligible
as these firms are assumed to be in compliance with Exchange Act Rule
15c6-2 obligations for asset classes other than municipal securities
(as of the effective date of those obligations). For the limited number
of dealers who only trade municipal securities, the MSRB assumes these
dealers would likely choose the second option of establishing policies
and procedures to comply with the proposed rule change, as the first
option of entering written agreements could generally be more costly
unless a particular dealer already uses written agreements to manage
their relationship with their customers.\45\ The MSRB estimates that
one-time upfront costs for system upgrades and policy and procedure
revisions would be approximately $44,440 per firm and that ongoing
annual costs for compliance and recordkeeping would be approximately
$3,448 per firm. This calculation is based on the Commission's upper-
bound estimates of $88,880 per firm for the one-time upfront cost and
$172,416 per firm for the annual ongoing cost when including all
securities, other than an exempted security (a government security, a
municipal security, commercial paper, bankers' acceptances, or
commercial bills).\46\
---------------------------------------------------------------------------
\45\ See Commission T+1 Adopting Release, 88 FR at 13938. There
is also a possibility that the industry would develop a standard
written agreement for investors to complete and send to dealers over
the longer term, but the MSRB is not aware of the possibility
currently.
\46\ See id., 88 FR at 13946. The Commission estimated 411
broker-dealers would be subject to the requirements of Exchange Act
Rule 15c6-2. Id. at 13939. The MSRB's internal analysis assumes a
cost saving of 50% 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. For the ongoing cost, the
MSRB estimated the number of trades for municipal securities would
be less than 2% of trades for other securities. Conservatively, two
percentage points are used for estimating the ongoing costs related
to municipal securities. The MSRB believes these estimates reflect
an upper bound on the compliance costs.
---------------------------------------------------------------------------
Burden on Competition and Capital Formation
The proposed rule change would promote regulatory consistency and
market efficiency by adopting a consistent standard of completing the
trade matching and affirmation process on the trade date for all
securities and harmonizing with Exchange Act Rule 15c6-2. The proposed
rule change would also facilitate compliance with the upcoming T+1
settlement obligations. As a result, the MSRB believes that by
providing a uniform standard across all asset classes the proposed rule
change would foster capital formation.
The proposed rule change would be applied equally to all dealers
transacting in municipal securities. The MSRB assumes that firms that
will be subject to newly adopted Exchange Act Rule 15c6-2 would be
equipped with the necessary technology and personnel for the completion
of the allocation, confirmation and affirmation process on trade date
as of the effective date of those obligations. For the remaining
limited number of municipal dealers who only trade municipal
securities, the estimated upfront costs would be relatively minor
though necessary. Finally, the estimated annual ongoing costs would
also be minor and would be proportional to each firm's trading
activities. Therefore, the MSRB believes any broader impact on
competition in the municipal securities market is expected to be minor,
and 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.
Reasonable Alternatives
One alternative the MSRB considered was instead of requiring
dealers to develop written agreements or to establish, implement and
enforce policies and procedures as prescribed in proposed Rule G-12(k),
the proposed rule change would require dealers to have adequate
policies and procedures in place that can support allocation. This
principle-based approach would allow dealers to customize their
policies and procedures while still proceeding towards the ultimate
goal of same-day allocation, confirmation and affirmation. However,
while this alternative may provide dealers more flexibility, it does
not necessarily guarantee achieving same-day allocation, confirmation
and affirmation, and does not facilitate the adoption of ``timely
settlement.'' For example, while this principle-based approach may
accelerate the allocation, confirmation and affirmation process for
dealers, it may not lead to a market-wide adoption of same-day
allocation, confirmation and affirmation standard immediately without
the prescriptive obligations specified in policies and procedures in
the proposed rule change for all dealers. In any case, the proposed
rule change would promote an orderly settlement process regardless of
the length of the settlement cycle.
Another alternative would be to provide only one option for dealers
to achieve a same-day allocation, confirmation and affirmation, for
example, by withdrawing the written agreement requirement and instead
only requiring the policies and procedures approach. This alternative
would allow dealers to adopt their own internal policies and procedures
to ensure that allocations, confirmations, and affirmations are
completed on a timeline that would facilitate settlement on T+1.
However, this approach could be more
[[Page 89802]]
costly for certain dealers who may already have written agreements in
place or would want to rely on written agreements over incurring
compliance costs of establishing, implementing and enforcing policies
and procedures. Thus, the MSRB has determined that the proposed rule
change is superior to the potential alternative approaches because it
would offer two options for dealers to work towards a same-day
allocation, confirmation and affirmation standard, thereby facilitating
a timely settlement.
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. However, in connection with the MSRB's filing to
adopt a T+1 settlement process for municipal securities,\47\ one
commenter expressed general support to have consistent rules for
municipal securities with those for equities and corporate bonds
whenever possible.\48\ Specifically, the commenter encouraged the MSRB
to consider a rule consistent with Exchange Act Rule 15c6-2, to improve
the processing of institutional trades through new requirements for
market participants related to same-day affirmations.\49\
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\47\ Exchange Act Release No. 97257 (Apr. 6, 2023), 88 FR 22075
(Apr. 12, 2023) (File No. SR-MSRB-2023-03).
\48\ See Letter from Leslie M. Norwood, Managing Director and
Associate General Counsel, Securities Industry and Financial Markets
Association (May 3, 2023), available at https://www.sec.gov/comments/sr-msrb-2023-03/srmsrb202303-183739-336923.pdf.
\49\ See id.
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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-2023-07 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549.
All submissions should refer to File Number SR-MSRB-2023-07. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (https://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the MSRB. Do not include
personal identifiable information in submissions; you should submit
only information that you wish to make available publicly. We may
redact in part or withhold entirely from publication submitted material
that is obscene or subject to copyright protection. All submissions
should refer to File Number SR-MSRB-2023-07 and should be submitted on
or before January 18, 2024.
For the Commission, pursuant to delegated authority.\50\
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\50\ 17 CFR 200.30-3(a)(12).
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Christina Z. Milnor,
Assistant Secretary.
[FR Doc. 2023-28612 Filed 12-27-23; 8:45 am]
BILLING CODE 8011-01-P
