[Federal Register Volume 80, Number 140 (Wednesday, July 22, 2015)]
[Notices]
[Pages 43505-43507]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-17899]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75454; File No. SR-MSRB-2015-05]


Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule 
Change Consisting of an Amendment to MSRB Rule G-45, on Reporting of 
Information on Municipal Fund Securities

July 15, 2015.
    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 30, 2015, 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 and II below, which Items have been prepared by 
the MSRB. The Commission is publishing this notice to solicit comments 
on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The MSRB filed with the Commission a proposed rule change 
consisting of an amendment to MSRB Rule G-45, on reporting of 
information on municipal fund securities (``proposed rule change''). 
The proposed rule change would delay by 60 days, until October 28, 
2015, the date on which the first submissions must be made pursuant to 
Rule G-45. The first submissions on Form G-45 currently are due August 
29, 2015. The MSRB proposes an immediate effectiveness for the proposed 
rule change. The proposed rule change would extend by 60 days the due 
date under a previously approved rule for the first submissions on Form 
G-45.
    The text of the proposed rule change is available on the MSRB's Web 
site at www.msrb.org/Rules-and-Interpretations/SEC-Filings/2015-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 MSRB proposes to extend by 60 days until October 28, 2015 the 
date the first submissions are due under Rule G-45 on Form G-45. On 
February 21, 2014, the Commission approved the adoption of Rule G-45, 
on reporting of municipal fund securities, and electronic Form G-45, as 
well as associated amendments to Rules G-8, on books and records, and 
G-9, on preservation of records.\3\ The effective date for that rule 
change was February 24, 2015. The first submissions under Rule G-45 are 
due August 29, 2015, which is 60 days from the end of the first 
reporting period of January 1-June 30, 2015. The purpose of Rule G-45 
is to enable the MSRB to collect reliable information about 529 college 
savings plans (``529 plans'') solely for regulatory purposes and to 
analyze that information to better understand the market and the manner 
in which assets are invested.
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    \3\ Exchange Act Release No. 71598 (Feb. 21, 2014), 79 FR 11161 
(Feb. 27, 2014) (SR-MSRB-2013-04).
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    After the SEC's approval of Rule G-45 and Form G-45, MSRB staff 
formed an industry User Group to develop the Form G-45 User's Manual 
(the ``manual''), which the rule specifies would include technical 
specifications for the Form, such as data entry. User Group members 
include representatives from twelve different industry organizations 
ranging from organizations that are involved in the distribution of 
multiple 529 plans to those that participate in the distribution of 
interests in only one plan. The range of expertise of User Group 
members includes data services provision and program management.
    The User Group recommended that underwriters be afforded two 
methods of submitting data to the MSRB on Form G-45--manual submissions 
through the MSRB's Electronic Municipal Market Access Web site 
(``EMMA[supreg]'') \4\ dataport web user interface and automated 
submissions through a computer-to-computer (``B2B'') interface. MSRB 
staff was responsive to those recommendations, and developed the two 
interfaces.
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    \4\ EMMA is a registered trademark of the MSRB.
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    In February 2015, the MSRB released the manual and opened a beta 
test environment to assist underwriters with their submissions. Since 
that time, underwriters and industry trade groups have discussed with 
MSRB staff the challenges that underwriters are facing with programming 
the data for submission to the Board on Form G-45. Their concerns 
center on the ability to program automated B2B submissions, 
particularly information about investment options in 529 plans.
    529 plans typically offer numerous investment options with multiple 
underlying mutual funds. To gather adequate information about 529 
plans, Form G-45 requires detailed data about the various investment 
options available in 529 plans. The MSRB understands that the 
programming of such information for a Form G-45 submission is 
particularly challenging for underwriters because the required data 
must be collected from multiple computer systems. While the programmers 
for underwriters may be challenged by meeting the unextended deadline 
for the first filings on Form G-45, after the first B2B filing, the 
process would be automated and is expected to become more routine.
    To help ensure that the MSRB receives reliable, complete and 
accurate filings on Form G-45 and to mitigate the burdens imposed on 
underwriters that are making their first submission under Rule G-45, 
the MSRB submits this proposed rule change to extend the date that the 
first submissions on Form G-45 are due by 60 days, until October 28, 
2015. The proposed rule change would double the time allowed for

[[Page 43506]]

underwriters to make their first submissions. The MSRB believes that 
the extension will provide underwriters with sufficient time to submit 
complete and accurate filings.\5\ Subsequent Form G-45 filings would 
remain due 60 days from the end of each semi-annual reporting period.
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    \5\ Representatives of industry trade associations have 
suggested that the MSRB implement a one-year pilot period for 
submissions. According to those associations, this would allow 
underwriters sufficient time to work through any difficulties in the 
programming and data collection while not being subject to potential 
enforcement actions. The MSRB, however, believes that filings on 
Form G-45 must remain fully subject to MSRB rules and all other 
applicable federal securities laws, rules and regulations, and that 
a full year would be an excessive delay in the MSRB's gathering of 
reliable information about 529 plans.
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2. Statutory Basis
    The MSRB believes that the proposed rule change is consistent with 
Section 15B(b)(2)(C) of the Act,\6\ which provides that the MSRB's 
rules shall:
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    \6\ 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, 
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municipal entities, obligated persons, and the public interest.

    In response to industry concerns about the ability to submit 
reliable, accurate and complete data on a timely basis, the proposed 
rule change would extend the date that the first submissions are due 
under a previously approved rule.

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

    Section 15B(b)(2)(C) of the Act \7\ requires that MSRB rules be 
designed not to impose any burden on competition not necessary or 
appropriate in furtherance of the purposes of the Act. The MSRB does 
not believe that the proposed rule change would impose any burden on 
competition not necessary or appropriate in furtherance of the Act. The 
proposed rule change would extend the date that the first submissions 
on Form G-45 are due by 60 days from August 29, 2015 until October 28, 
2015.
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    \7\ Id.
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C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

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

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

    Pursuant to Section 19(b)(3)(A) \8\ of the Act and Rule 19b-4(f)(6) 
\9\ thereunder, the MSRB has designated the proposed rule change as one 
that effects a change that: (i) Does not significantly affect the 
protection of investors or the public interest; (ii) does not impose 
any significant burden on competition; and (iii) by its terms, does not 
become operative for 30 days after the date of the filing, or such 
shorter time as the Commission may designate.
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    \8\ 15 U.S.C. 78s(b)(3)(A).
    \9\ 17 CFR 240.19b-4(f)(6).
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    A proposed rule change filed under Rule 19b-4(f)(6) normally does 
not become operative until 30 days after the date of filing.\10\ 
However, Rule 19b-4(f)(6)(iii) \11\ permits the Commission to designate 
a shorter time if such action is consistent with the protection of 
investors and the public interest.\12\ The MSRB has requested that the 
Commission designate the proposed rule change operative upon 
filing,\13\ as specified in Rule 19b-4(f)(6)(iii),\14\ which would make 
the proposed rule change operative on June 30, 2015. The MSRB has 
stated that an earlier operative date would provide underwriters with 
certainty regarding the due date of their first submission on Form G-
45.\15\
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    \10\ Id.
    \11\ 17 CFR 240.19b-4(f)(6)(iii).
    \12\ In addition, Rule 19b-4(f)(6)(iii) requires a self-
regulatory organization to give the Commission written notice of its 
intent to file a proposed rule change, along with a brief 
description and text of such proposed rule change, at least five 
business days prior to the date of filing, or such shorter time as 
designated by the Commission. The MSRB satisfied this requirement on 
June 23, 2015.
    \13\ See SR-MSRB-2015-05.
    \14\ 17 CFR 240.19b-4(f)(6)(iii).
    \15\ See supra note 13.
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    The Commission hereby grants the MSRB's request and believes that 
designating the proposed rule change operative upon filing is 
consistent with the protection of investors and the public 
interest.\16\ According to the MSRB, Rule G-45 is designed to enable 
the MSRB to collect reliable information about 529 plans solely for 
regulatory purposes and to analyze that information to better 
understand the market and the manner in which assets are invested.\17\ 
The Commission believes that designating the proposed rule change 
operative upon filing is consistent with the protection of investors 
and the public interest because it will provide underwriters with 
certainty regarding the due date of their initial Form G-45 submission, 
as well as help ensure that the MSRB receives reliable, complete and 
accurate filings on Form G-45. In addition, the proposed rule change is 
not making any substantive changes to MSRB rules; it is only extending 
the deadline under Rule G-45 for initial submissions of Form G-45 by 60 
days, until October 28, 2015. Therefore, the Commission hereby 
designates the proposed rule change operative upon filing.
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    \16\ For the purposes only of accelerating the operative date of 
this proposal, the Commission has considered the proposed rule 
change's impact on efficiency, competition, and capital formation. 
See 15 U.S.C. 78c(f).
    \17\ See supra Section II.A.I.
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-MSRB-2015-05 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-2015-05. 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

[[Page 43507]]

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-2015-05 and should be submitted on 
or before August 12, 2015.

    For the Commission, pursuant to delegated authority.\18\
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    \18\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-17899 Filed 7-21-15; 8:45 am]
BILLING CODE 8011-01-P