[Federal Register Volume 79, Number 121 (Tuesday, June 24, 2014)]
[Notices]
[Pages 35829-35832]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-14655]



[[Page 35829]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-72425; File No. SR-MSRB-2014-04]


Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing of a Proposed Rule Change Consisting of 
Proposed Amendments to Rule G-3, on Classification of Principals and 
Representatives, Numerical Requirements, Testing, Continuing Education 
Requirements; Rule G-7, on Information Concerning Associated Persons; 
and Rule G-27, on Supervision

June 18, 2014.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on June 6, 2014, the Municipal Securities Rulemaking Board (the 
``MSRB'' or ``Board'') filed with the Securities and Exchange 
Commission (the ``SEC'' or ``Commission'') the proposed rule change as 
described in Items I, II, and III below, which Items have been prepared 
by the MSRB. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The MSRB is filing with the Commission a proposed rule change 
consisting of proposed amendments to Rule G-3, on classification of 
principals and representatives, numerical requirements, testing, 
continuing education requirements; Rule G-7, on information concerning 
associated persons; and Rule G-27, on supervision (the ``proposed rule 
change''). The effective date of the proposed rule change will be 60 
days following the date of SEC approval.
    The text of the proposed rule change is available on the MSRB's Web 
site at www.msrb.org/Rules-and-Interpretations/SEC-Filings/2014-Filings.aspx, at the MSRB's principal office, and at the Commission's 
Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the MSRB included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The MSRB has prepared summaries, set forth in Sections 
A, B, and C below, of the most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The proposed rule change would: (1) Amend MSRB Rule G-3(a) to limit 
the scope of permitted activities of a limited representative--
investment company and variable contracts products (``Limited 
Representative'') to sales to and purchases from customers of municipal 
fund securities; (2) eliminate the Financial and Operations Principal 
(``FINOP'') classification, qualification and numerical requirements in 
MSRB Rule G-3(d); (3) clarify in Supplementary Material .01 to Rule G-3 
that references to sales include the solicitation of sales of municipal 
securities; and (4) make certain technical amendments to (i) re-title 
Rule G-3 and its subparagraph (a) and define the Limited Representative 
classification, (ii) reorganize Rules G-3 and G-7(a), and (iii) remove 
references to the FINOP in Rules G-7 and G-27.
Permissible Activities of a Limited Representative
    The proposed rule change would better align the activities 
permitted of Limited Representatives with the competencies tested in 
the Limited Representative--Investment Company and Variable Contracts 
Products Examination (``Series 6 examination'') administered by the 
Financial Industry Regulatory Authority (``FINRA'').\3\
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    \3\ In a 2013 filing with the SEC, FINRA noted that the Series 6 
examination covers four areas that relate to the major job functions 
of Series 6 limited representatives and are tested by the 
examination's 100 multiple choice questions. These job functions 
include (a) having knowledge of regulatory fundamentals and business 
development (22 questions); (b) evaluating customers' financial 
information, identifying investment objectives, providing 
information on investment products, and making suitable 
recommendations (47 questions); (c) opening, maintaining, 
transferring and closing accounts and retaining appropriate account 
records (21 questions); and (d) obtaining, verifying, and confirming 
customer purchase and sale instructions (10 questions). See SEC 
Release No. 34-70744 (Oct. 23, 2013); 78 FR 64566 (Oct. 29, 2013); 
File No. SR-FINRA-2013-045 (Oct. 23, 2013).
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    MSRB Rule G-3(a) establishes the municipal securities 
representative professional qualification classification, as well as 
two sub-classifications: (1) Municipal securities sales limited 
representative and (2) Limited Representative.
    Currently, Limited Representatives are individuals whose 
activities, with respect to municipal fund securities,\4\ may include 
(1) underwriting or sales; (2) research or investment advice with 
regard to underwriting or sales; or (3) any other activities that 
involve communication, directly or indirectly, with public investors 
with regard to underwriting or sales. Limited Representatives qualify 
as such by, among other requirements, passing the Series 6 examination.
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    \4\ Under MSRB Rule D-12, ``municipal fund security shall mean a 
municipal security issued by an issuer that, but for the application 
of Section 2(b) of the Investment Company Act of 1940, would 
constitute an investment company within the meaning of Section 3 of 
the Investment Company Act of 1940.''
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    The proposed rule change would narrow the activities permitted of 
Limited Representatives exclusively to sales to and purchases from 
customers of municipal fund securities. The MSRB believes the proposed 
rule change is appropriate because the Series 6 examination focuses on 
purchases and sales activities, commensurate with the scope of 
permissible activities under NASD Rule 1032(b).\5\ Individuals engaging 
in activities other than sales of municipal fund securities should be 
required to take and pass the Municipal Securities Representative 
Qualification Examination (``Series 52 exam''), which tests the basic 
competency to perform the activities described in MSRB Rule G-
3(a)(i)(A). As noted above, the limitation proposed by the MSRB is 
consistent with the approach taken by FINRA. Under NASD Rule 1032(b), 
individuals who have taken and passed the Series 6 examination may only 
engage in sales activity related to investment company and variable 
contracts products. The proposed rule change would harmonize MSRB and 
FINRA rules by limiting the activities of individuals solely qualified 
by having passed the Series 6 examination to sales-related activities 
and, under MSRB rules, exclusively to municipal fund securities sales-
related activities.
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    \5\ NASD Rule 1032(b) has been incorporated in the FINRA Manual 
and continues to be referred to as an NASD rule.
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    The MSRB understands that, in practice, the activities of Limited 
Representatives typically are limited to sales-related activities, 
rather than investment banking or other activities permitted under Rule 
G-3(a)(i)(A). Therefore, it is expected that the proposed rule change 
would have minimal impact on the day-to-day activities of Limited 
Representatives.

[[Page 35830]]

Rule G-3 Supplementary Material .01
    In addition to limiting the scope of a Limited Representative's 
activities to sales to and purchases from customers of municipal fund 
securities, the proposed rule change includes supplementary material 
clarifying that such activities may include the solicitation of 
purchases from and sales to customers of municipal fund securities. 
Market participants have asked whether the term ``sales'' in Rule G-3 
also includes the solicitation of sales. Supplementary Material .01 
makes clear that it does. It would apply to all references to sales in 
the rule and would serve to clarify the permissible activities of 
municipal securities professionals that are appropriately registered to 
engage in, or to supervise,\6\ sales to and purchases from customers of 
municipal securities.
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    \6\ Supplementary Material .01 would clarify that municipal 
securities principals or municipal securities sales principals may 
supervise the solicitation of sales to and purchases from customers 
of municipal securities. Further, Municipal Fund Securities Limited 
Principals may supervise the solicitation of sales to and purchases 
from customers of municipal fund securities.
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Elimination of MSRB's FINOP Requirement
    Pursuant to Section 15B(b)(2)(A) of the Act, which authorizes the 
Board to classify municipal securities dealers and their associated 
persons, the proposed rule change also would eliminate the MSRB FINOP 
classification and the requirement that certain dealers designate at 
least one such principal (collectively referred to herein as the 
``FINOP requirement'').\7\ After conducting a review of the 
professional qualification requirements in Rule G-3, the MSRB has 
determined that the FINOP requirement in Rule G-3(d) is unnecessary and 
duplicative of other regulations, such as NASD Rule 1022(b).\8\ The 
responsibilities and duties of FINOPs pertaining to municipal 
securities are not unique, and FINRA rules establish general 
responsibilities and duties for such individuals. The MSRB believes 
that FINRA's regulation of FINOPs is more appropriate in that the core 
responsibilities of a FINOP pertain to the dealer's financial reports 
and supervision of the dealer's activities under the financial 
responsibility rules. Consequently, dealers that are FINRA members and 
are engaging in municipal securities activities would remain subject to 
FINRA's registration requirements pertaining to the ``Limited 
Principal-Financial and Operations.'' \9\
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    \7\ MSRB Rule G-3(b)(iii) sets forth the numerical requirements 
for municipal securities principals.
    \8\ NASD Rule 1022(b)(2) provides that the duties of a ``Limited 
Principal--Financial and Operations'' include: ``(A) final approval 
and responsibility for the accuracy of financial reports submitted 
to any duly established securities industry regulatory body; (B) 
final preparation of such reports; (C) supervision of individuals 
who assist in the preparation of such reports; (D) supervision of 
and responsibility for individuals who are involved in the actual 
maintenance of the member's books and records from which such 
reports are derived; (E) supervision and/or performance of the 
member's responsibilities under all financial responsibility rules 
promulgated pursuant to the provisions of the Act; (F) overall 
supervision of and responsibility for the individuals who are 
involved in the administration and maintenance of the member's back 
office operations; or (G) any other matter involving the financial 
and operational management of the member.'' MSRB Rule G-3(d)(i) 
describes substantially similar duties for a MSRB FINOP.
    \9\ These rules include NASD Rules 1021(e) and 1022(b).
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    Currently, MSRB Rule G-3(d) requires that every dealer, excluding 
bank dealers or certain other dealers identified by reference to the 
SEC net capital rule, designate at least one FINOP, including its chief 
financial officer.\10\ Given the exclusions in the rule, only a limited 
number of dealers are required by the MSRB to designate an individual 
as a FINOP, and under Rule G-3(d)(ii) these individuals must be 
qualified in accordance with FINRA rules. Therefore, individuals 
seeking qualification as a FINOP must pass the Financial and Operations 
Principal Qualification Examination (``Series 27 examination'') 
administered by FINRA. The Series 27 examination focuses primarily on 
financial reporting requirements, net capital requirements, customer 
protection rules, and other regulations relevant to the role of a chief 
financial officer or similar financial officer at an investment firm. 
The examination tests few concepts specifically related to MSRB rules 
or municipal securities, and the MSRB believes that adding additional 
municipal securities content to the examination would likely be at odds 
with regulatory priorities.
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    \10\ MSRB Rule G-3(d)(i) excludes from the financial and 
operations principal requirement, any ``bank dealer or a broker, 
dealer or municipal securities dealer meeting the requirements of 
subparagraph (a)(2)(iv), (v) or (vi) of rule 15c3-1 under the Act or 
exempted from the requirements of Rule 15c3-1 in accordance with 
paragraph (b)(3) thereof.''
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    Furthermore, while the FINOP requirement would be eliminated in 
Rule G-3 by the proposed rule change, a dealer's municipal securities 
principal would remain responsible for supervising its municipal 
securities activities, including its operations (such as processing, 
clearance and safekeeping of municipal securities), pursuant to Rule G-
3(b)(i) and G-27(b)(ii)(C). The MSRB believes that the municipal 
securities principal requirement ensures sufficient oversight of the 
operations activities of dealers pertaining to municipal securities 
transactions.
Technical and Conforming Amendments
    In order to clarify certain MSRB rules and to conform other rules 
to the rules amended by the proposed rule change, the MSRB is proposing 
several technical amendments.
    First, the MSRB is proposing to simplify the title of Rule G-3 by 
changing it to the more self-explanatory: ``Professional Qualification 
Requirements.''
    Second, the heading of Rule G-3(a) would be changed to incorporate 
the Limited Representative classification. Paragraph (a)(i)(C) of Rule 
G-3 would be added to define the Limited Representative classification, 
and paragraph (a)(ii)(C) would be renumbered as new paragraph 
(a)(ii)(B)(3), with slight modification to make it consistent with 
paragraph (a)(i)(C). Also, the introductory paragraph preceding Rule G-
3(a) would be amended to eliminate the reference to the FINOP while 
also adding references to municipal securities sales limited 
representatives, limited representative--investment company and 
variable contracts products, and municipal fund securities limited 
principals so that it is clear that these individuals must meet the 
applicable requirements established by Rule G-3 to be properly 
qualified. The MSRB believes that these non-substantive changes will 
provide clarity and promote a better understanding of MSRB rules.
    Third, Rule G-7(a) would be amended to add Limited Representatives 
and general securities principals to the list of associated persons. 
Limited Representatives are properly classified as associated persons 
because they are permitted to effect transactions in municipal fund 
securities as discussed above. General securities principals are 
associated persons for purposes of the rule as well because they are 
permitted to supervise certain municipal securities activities under 
Rule G-27(b)(ii)(C). This amendment would be non-substantive because 
such individuals are currently deemed associated persons by virtue of 
the activities they are currently conducting.
    Fourth, the MSRB proposes to delete Rule G-3(g)(ii), waiver of 
qualification requirements with respect to the FINOP, as such an 
exemption would be rendered moot by the elimination of the FINOP 
classification.
    Finally, the proposed rule change would make conforming changes by

[[Page 35831]]

eliminating all references in MSRB rules to the FINOP. Specifically, 
the MSRB is proposing to remove references to the FINOP in MSRB Rule G-
27 and Rule G-7.
2. Statutory Basis
    The MSRB believes that the proposed rule change is consistent with 
Section 15B(b)(2)(A) of the Act,\11\ which provides that the MSRB's 
rules shall:
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    \11\ 15 U.S.C. 78o-4(b)(2)(A).

provide that no municipal securities broker or municipal securities 
dealer shall effect any transaction in, or induce or attempt to 
induce the purchase or sale of, any municipal security, and no 
broker, dealer, municipal securities dealer, or municipal advisor 
shall provide advice to or on behalf of a municipal entity or 
obligated person with respect to municipal financial products or the 
issuance of municipal securities, unless such municipal securities 
broker or municipal securities dealer meets such standards of 
operational capability and such municipal securities broker or 
municipal securities dealer and every natural person associated with 
such municipal securities broker or municipal securities dealer meet 
such standards of training, experience, competence, and such other 
qualifications as the Board finds necessary or appropriate in the 
public interest or for the protection of investors and municipal 
entities or obligated persons. In connection with the definition and 
application of such standards the Board may--
    (i) appropriately classify municipal securities brokers, 
municipal securities dealers, and municipal advisors (taking into 
account relevant matters, including types of business done, nature 
of securities other than municipal securities sold, and character of 
business organization), and persons associated with municipal 
securities brokers, municipal securities dealers, and municipal 
advisors;
    (ii) specify that all or any portion of such standards shall be 
applicable to any such class; and
    (iii) require persons in any such class to pass tests 
administered in accordance with subsection (c)(7) of this section.

    As discussed above, the proposed rule change would reduce 
regulatory duplication and improve market efficiencies by eliminating 
the FINOP requirement. The MSRB believes that the protection afforded 
to investors and other market participants will not be eroded by the 
proposed rule change because FINRA has a substantially similar 
classification for dealers that are FINRA members and dealers that are 
FINRA members and are engaging in municipal securities activities would 
remain subject to FINRA's registration requirement pertaining to the 
``Limited Principal-Financial and Operations.'' Further, municipal 
securities principals would continue to be responsible for the overall 
supervision of the municipal securities activities of dealers.
    In addition, the MSRB believes that the proposed rule change is 
consistent with Section 15B(b)(2)(C) of the Act,\12\ which provides 
that the MSRB's rules shall:
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    \12\ 15 U.S.C. 78o-4(b)(2)(C).

be designed to prevent fraudulent and manipulative acts and 
practices, to promote just and equitable principles of trade, to 
foster cooperation and coordination with persons engaged in 
regulating, clearing, settling, processing information with respect 
to, and facilitating transactions in municipal securities and 
municipal financial products, to remove impediments to and perfect 
the mechanism of a free and open market in municipal securities and 
municipal financial products, and, in general, to protect investors, 
municipal entities, obligated persons, and the public interest.
    The MSRB believes that limiting the permissible activities of 
Limited Representatives to sales to and purchases from customers of 
municipal fund securities better aligns the responsibilities of Limited 
Representatives with the competencies tested in the Series 6 
examination. Furthermore, the proposed rule change would result in 
consistent regulatory treatment of Limited Representatives by the MSRB 
and FINRA, thereby reducing potential dealer confusion.

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

    The MSRB does not believe that the proposed rule change would 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act since it would apply equally to 
all dealers. In addition, the MSRB believes, as discussed above, that 
the proposed rule change will ease burdens on dealers and reduce 
compliance costs by clarifying dealer obligations and eliminating 
regulatory redundancy. Also, the MSRB believes that the restriction on 
permissible Limited Representative activities will have a minimal 
impact on Limited Representatives because the MSRB understands that 
Limited Representatives do not typically engage in activities other 
than customer sales-related activity.
    The MSRB notes that several commenters indicate that the proposed 
rule change would likely improve the municipal securities market and 
its efficient operation, and that potential burdens created by the 
proposed rule change are to be likely outweighed by the benefits, as 
further discussed below.

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

    Written comments were not solicited for the proposed rule change. 
However, in response to an MSRB request for comment on a separate rule 
proposal,\13\ the MSRB invited comment on the elements of the proposed 
rule change. The MSRB received six letters that reference the proposed 
rule change.\14\
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    \13\ See MSRB Notice 2013-22 (Dec. 13, 2013) (the ``December 
Notice'').
    \14\ Comment letters referencing the proposed rule change were 
received from: Bond Dealers of America (``BDA''); Financial Services 
Institute (``FSI''); Investment Company Institute (``ICI''); The 
National Society of Compliance Professionals (``NSCP''); Securities 
Industry and Financial Markets Association (``SIFMA''); and Wulff, 
Hansen & Co. (``Wulff'').
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    Following are summaries of the comment letters:
 Support and Potential Cost for Limiting the Activities of 
Limited Representatives
    SIFMA, BDA, FSI, NSCP and ICI express support for limiting the 
activities of Limited Representatives to sales to and purchases from 
customers of municipal fund securities. In expressing its support for 
the proposed rule change, BDA states that the proposed rule change 
would harmonize the MSRB's rules with FINRA's rules ``so that both sets 
of rules are straightforward, understandable, and manageable by 
compliance and enforcement staff.'' ICI echoes the BDA's sentiment that 
the proposed rule change would add consistency between MSRB and FINRA 
rules on the permissible activities of Limited Representatives. FSI 
states that it ``supports efforts by the MSRB and other regulators that 
seek to increase efficiency.'' NSCP writes that the proposed rule 
change ``is an appropriate change which will reduce confusion as to the 
appropriate activities to be engaged in by [Limited Representatives]. 
Finally, SIFMA expresses its support for modifying the scope of 
permissible activities of Limited Representatives. However, while 
supportive of the proposed rule change, BDA also states that limiting 
the permissible activities of Limited Representatives may result in 
additional costs to MSRB registrants. Specifically, BDA cautions that 
compliance with the proposed rule change may require MSRB registrants 
to expend resources on ``updating, redrafting and establishing written 
supervisory procedures'' and hiring additional personnel to perform the 
now

[[Page 35832]]

prohibited activities of Limited Representatives.
    In formulating the proposed rule change the MSRB considered the 
potential costs and benefits to MSRB registrants, the municipal 
securities market and investors. The MSRB believes that the benefits of 
the proposed rule change outweigh the potential costs, given that FINRA 
already limits the activity of individuals who are registered by virtue 
of having passed the Series 6 examination to customer sales activity 
related to investment company and variable contract products. It is 
unlikely that such individuals were engaged in activities other than 
sales of municipal fund securities. The MSRB believes that establishing 
consistency between MSRB and FINRA professional qualification rules 
pertaining to the activities of Limited Representatives will make it 
easier for dealers to monitor and supervise the activities of such 
individuals and, hence, will promote efficiency. Moreover, the Series 6 
examination focuses on customer sales-related activities, rather than 
activities such as investment banking. The MSRB believes the proposed 
rule change will better protect investors by aligning the permitted 
activities of a Limited Representative to the basic competencies tested 
by the Series 6 examination.
 Support for Eliminating FINOP Requirement
    SIFMA, NSCP, ICI and Wulff also support the elimination of the 
FINOP requirement. NSCP and Wulff state that each is in support of rule 
changes that eliminate redundant regulatory requirements. In expressing 
its support for the proposed rule change, ICI states that it ``commends 
the MSRB for its interest in avoiding unnecessary regulatory costs and 
duplication and proposing this amendment in furtherance of such 
interest.''
 Request for Clarification of Permitted Activities of Limited 
Representatives
    NSCP seeks clarification that the `limited representative' 
referenced in the December Notice is the `limited representative' that 
is qualified by virtue of having taken and passed the Series 6 
examination.
    The reference to Limited Representative in the December Notice is a 
reference to individuals qualified by virtue of having taken and passed 
the Series 6 examination. The text of the proposed rule change has been 
amended to clarify the permitted activities of a Limited 
Representative.
 Suggestions for Additional Clarification of Rule G-3(a)(ii)
    ICI suggests that the MSRB amend Rule G-3(a)(ii) to expressly state 
that Limited Representatives are permitted to engage in the 
solicitation of sales to and purchases from customers of municipal fund 
securities.
    The MSRB has included Supplementary Material .01 in the proposed 
rule change to clarify that the reference in Rule G-3 to sales to and 
purchases from customers also includes the solicitation of sales to and 
purchases from customers and the supervision of the solicitation of 
sales to and purchases from customers.

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 http://www.sec.gov/rules/sro.shtml; or
     Send an email to [email protected]. Please include 
File Number SR-MSRB-2014-04 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-2014-04. 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 Web site (http://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 Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549 on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available 
for inspection and copying at the principal office of the MSRB. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-MSRB-2014-04 and should be 
submitted on or before July 15, 2014.

    For the Commission, pursuant to delegated authority.\15\
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    \15\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-14655 Filed 6-23-14; 8:45 am]
BILLING CODE 8011-01-P