[Federal Register Volume 85, Number 80 (Friday, April 24, 2020)]
[Notices]
[Pages 23088-23092]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-08696]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88694; File No. SR-MSRB-2020-01]


Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule 
Change To Provide Dealers and Municipal Advisors Additional Time To 
Comply With Certain Obligations for a Temporary Period of Time and 
Temporarily Suspend Late Fees on Payments Owed to the MSRB

April 20, 2020.
    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 April 13, 2020 the Municipal Securities 
Rulemaking Board (``MSRB'') filed with the Securities and Exchange 
Commission (``SEC'' or ``Commission'') the proposed rule change as 
described in Items I 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 to 
provide dealers and municipal advisors additional time to comply with 
certain obligations for a temporary period of time and temporarily 
suspend late fees on payments owed to the MSRB (the ``proposed rule 
change''). The MSRB has designated the proposed rule change as 
constituting a ``non-controversial'' rule change under paragraph (f)(6) 
of Rule 19b-4 under the Act,\3\ which renders the proposal effective 
upon receipt of this filing by the Commission.
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    \3\ 17 CFR 240.19b-4(f)(6).
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    The text of the proposed rule change is available on the MSRB's 
website at www.msrb.org/Rules-and-Interpretations/SEC-Filings/2020-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

[[Page 23089]]

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 is closely monitoring the impact of the coronavirus 
disease (COVID-19) pandemic on municipal market participants, including 
brokers, dealers, municipal securities dealers (``dealers''), municipal 
advisors, issuers and investors. The MSRB recognizes that dealers and 
municipal advisors (collectively, ``regulated entities'') are 
experiencing operational challenges with a vast number of individuals 
working from home, coupled with unprecedented conditions in the 
municipal market due to the COVID-19 pandemic.\4\ In an effort to 
provide regulated entities an opportunity to better manage and allocate 
resources during these exigent circumstances, the MSRB is proposing to 
(i) suspend late fees owed for the period of March 1, 2020 through July 
31, 2020; (ii) modify the date by which compliance obligations must be 
completed under certain MSRB rules for a temporary period; and (iii) 
extend the compliance date of rule changes that have yet to be 
implemented.\5\
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    \4\ Wall Street Journal: How the Muni Market Became the 
Epicenter of the Liquidity Crisis (April 2, 2020) https://www.wsj.com/articles/how-the-muni-market-became-the-epicenter-of-the-liquidity-crisis-11585823404
    \5\ See 17 CFR 240.19b-4(f)(6).
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    The MSRB will continue monitoring the impact of the COVID-19 
pandemic and work in close coordination with other financial regulators 
and governmental authorities.
Temporary Suspension of Late Fees
    The MSRB assesses late fees under MSRB Rule A-11, on assessments 
for municipal advisor professionals, and MSRB Rule A-12, on 
registration. The MSRB is proposing to suspend the assessment of such 
late fees on overdue balances that may be owed to the MSRB for a 
temporary period. Specifically, the proposed rule change would 
temporarily suspend, for the period of March 1, 2020 through July 31, 
2020, the late fees assessed under:
     MSRB Rule A-11(b), for the annual municipal advisor 
professional fees owed by each municipal advisor pursuant to Rule A-
11(a) for each person associated with the municipal advisor who is 
qualified as a municipal advisor representative pursuant to Rule A-
11(a);
     MSRB Rule A-12(d), for the:
     Initial registration fee owed by each dealer and municipal 
advisor pursuant to Rule A-12(b);
     Annual registration fee owed by each dealer and municipal 
advisor pursuant to Rule A-12(c);
     Any underwriting assessments owed by each dealer, pursuant 
to MSRB Rule A-13(a), for municipal securities purchased from an issuer 
by or through a dealer as part of a primary offering; \6\
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    \6\ Rule A-13, on underwriting and transaction assessments for 
brokers, dealers, and municipal securities dealers, section A-13(a) 
provides that the underwriting assessment does not apply to a 
primary offering of securities if all such securities in the primary 
offering are commercial paper as defined in MSRB Rule G-32(d) or 
constitute municipal fund securities. An underwriting assessment for 
a primary offering of municipal fund securities is addressed under 
Rule A-13(b).
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     Any underwriting assessment for a primary offering of 
municipal fund securities owed, pursuant to Rule A-13(b), by each 
underwriter of a primary offering of a plan, as the terms 
``underwriter'' and ``plan'' are defined under Rule G-45(d)(xiv) and 
Rule G-45(d)(ix), respectively;
     Any transaction assessment owed by each dealer for certain 
inter-dealer municipal securities sales pursuant to Rule A-13(d)(i); 
and
     Any technology assessment owed by each dealer for certain 
sales to customers pursuant to Rule A-13(d)(ii).
    Late fees are generally assessed during the last week of the month 
on outstanding balances subject to late fees per applicable Rule at 
that point in time. In this instance, beginning on August 1, 2020, 
outstanding balances will be subject to late fees as specified by MSRB 
Rule A-11(b) and MSRB Rule A-12(d), respectively. During the last week 
of August, outstanding balances subject to late fees under those Rules 
will be assessed such fees in accordance with those Rules. Late fees 
will not be assessed retroactively for the period of March 1, 2020 
through July 31, 2020.
Extension of Time To Complete Certain Supervisory Functions
    The MSRB is proposing to provide dealers additional time to 
complete certain annual supervisory functions under MSRB Rule G-27, on 
supervision. Specifically, the following supervisory obligations shall 
be deemed to have been timely completed for calendar year 2020, 
provided that such supervisory obligations are completed on or before 
March 31, 2021:
     An inspection of an office of municipal supervisory 
jurisdiction, branch office or non-branch location pursuant to Rule G-
27(d)(i)(A), (B) and (C), as applicable, recognizing that, consistent 
with Rule G-27 (g)(ii)(A)(7), a temporary location established in 
response to the implementation of a business continuity plan is not 
deemed an office for purposes of complying inspection obligations;
     The annual compliance interview or meeting pursuant to 
Rule G-27(b)(vii); and
     The submission of a report from the designated 
principal(s) to the firm's senior management detailing the review of 
the firm's supervisory controls pursuant to Rule G-27(f)(i).
    Similarly, the MSRB is also proposing to provide municipal advisors 
until March 31, 2021 to complete the annual certification for calendar 
year 2020 required pursuant to MSRB Rule G-44, on supervisory and 
compliance obligations of municipal advisors. Pursuant to Rule G-44(d), 
the chief executive officer(s) (or equivalent officer(s)) of a 
municipal advisor must annually certify in writing that the municipal 
advisor has in place processes to establish, maintain, review, test and 
modify written compliance policies and written supervisory procedures 
reasonably designed to achieve compliance with applicable rules.\7\
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    \7\ As provided in Rule G-44(d), this requirement shall not 
apply to municipal advisors that are subject to a substantially 
similar certification requirement of the Financial Industry 
Regulatory Authority (FINRA) with respect to all applicable rules.
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Extension of Previously Announced Compliance Dates
    On January 31, 2020, the MSRB announced a compliance date of 
November 30, 2020 for the amended and restated guidance regarding the 
fair dealing obligations underwriters owe to issuers of municipal 
securities under MSRB Rule G-17, on conduct of municipal securities and 
municipal advisory activities (the ``Revised Interpretive Notice'').\8\ 
The MSRB is proposing to extend the compliance date until March 31, 
2021; underwriting relationships commenced by dealers on or after the 
revised compliance date will be subject to the Revised Interpretive 
Notice.\9\
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    \8\ MSRB Notice 2020-03 (Jan 31, 2020) announcing the effective 
date for the Revised Interpretive Notice, which the SEC had approved 
on November 6, 2019. See Release No. 34-87478 (Nov. 6, 2019), 84 FR 
61660 (Nov. 13, 2019) (File No. SR-MSRB-2019-10).
    \9\ As stated in the Revised Interpretive Notice, an 
underwriting relationship is deemed to commence at the time the 
obligation to deliver the first disclosure is triggered (i.e., the 
earliest stages of an underwriter's relationship with an issuer with 
respect to an issue, such as in a response to a request for proposal 
or in promotional materials provided to an issuer).

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[[Page 23090]]

    On December 20, 2019, the MSRB announced a compliance date of 
November 30, 2020 for amendments to Form G-32.\10\ These amendments to 
Form G-32 are designed to collect new data elements from underwriters 
related to primary offerings of municipal securities through the MSRB's 
Electronic Municipal Market Access Dataport system, the majority of 
which is data underwriters are presently required to input into the 
Depository Trust Company's New Issue Information Dissemination Service. 
The MSRB is proposing to extend the compliance date until March 31, 
2021.\11\
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    \10\ MSRB Notice 2019-21 (Dec 20, 2019) announcing the effective 
date for amendments to Form G-32, which the SEC had approved on June 
27, 2019. See Release No. 34-86219 (June 27, 2019), 84 FR 31961 
(July 3, 2019) (File No. SR-MSRB-2019-07).
    \11\ Consistent with its prior pronouncement, the MSRB will make 
the amended Form G-32 available in advance of the revised compliance 
date so that dealers can operationalize processes for compliance 
with the amended form.
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Extension of Time To Complete Certain Professional Qualification 
Standards
    FINRA, as appointed by the Commission, provides test administration 
services to the MSRB for the delivery of MSRB-owned professional 
qualification examinations.\12\ FINRA uses Prometric \13\ as its single 
vendor for the delivery of the professional qualification examinations 
that FINRA is charged with administering, including MSRB-owned 
professional qualification examinations. In March 2020, Prometric 
announced that, due to the COVID-19 pandemic, it was temporarily 
closing all of its test center locations in the United States and 
Canada through April 15, 2020.\14\ While, at this time, Prometric has 
not announced a deviation from its planned resumption of operations 
effective April 16, 2020, there is no certainty as to when Prometric 
will resume operation of its testing centers. Moreover, there is no 
certainty as to when individuals would be able to visit any open 
testing centers due to stay-at-home orders that may be in place.
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    \12\ See, e.g., Release No. 34-75714 (Aug. 17, 2015) 
(Designation of the Financial Industry Regulatory Authority to 
Administer Professional Qualification Tests for Associated Persons 
of Registered Municipal Advisors).
    \13\ Prometric is a leading provider of technology-enabled 
testing and assessment solutions to many of the world's most 
recognized licensing and certification organizations, academic 
institutions, and government agencies. See https://www.prometric.com.
    \14\ See https://www.prometric.com/corona-virus-update.
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    For those reasons, the MSRB is proposing to provide additional time 
to allow firms and individuals to fulfill certain professional 
qualification standards established under MSRB Rule G-3, on 
professional qualification requirements, consistent with MSRB Rule G-2, 
on standards of professional qualification as follows:
     The date by which an individual functioning in the 
capacity as a principal before passing the applicable MSRB-owned 
principal qualification examination pursuant to Rule G-3(b)(ii)(D),G-
3(b)(iv)(B)(4) and G-3(c)(ii)(D), as applicable, would be extended 120 
days from the time the MSRB announces that Prometric has resumed access 
to its testing centers; \15\
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    \15\ The MSRB will publish a notice on its website announcing 
when Prometric resumes operations in its testing centers so 
regulated entities are on notice of when the 120-day period begins 
to toll.
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     The date by which an individual has to complete their 
Regulatory Element component of continuing education training, as 
required pursuant to Rule G-3(i)(i)(A)(1), would be extended 120 days 
from the time the MSRB announces that Prometric has resumed access to 
its testing centers; \16\
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    \16\ This extension is only for purposes of compliance with MSRB 
Rule G-3(i)(i)(A)(1) and is not intended to provide relief to 
individuals who may need to complete the Regulatory Element 
component of continuing education pursuant to the rules of another 
regulatory authority.
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     The date by which certain individuals are required to 
become qualified with the Municipal Advisor Principal Qualification 
Examination (Series 54) would be extended until March 31, 2021. On 
October 11, 2019, the MSRB announced that a municipal advisor 
principal, \17\ as defined under Rule G-3(e), would have a one-year 
grace period, sunsetting on November 12, 2020, to pass the Series 
54.\18\ The MSRB is proposing to extend the grace period until March 
31, 2021. As a result, individuals qualified with the Municipal Advisor 
Representative Qualification Examination (Series 50) will be able to 
continue to engage in principal-level activities without passing the 
Series 54 until March 31, 2021; and
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    \17\ The term ``municipal advisor principal'' means a natural 
person associated with a municipal advisor who is directly engaged 
in the management, direction or supervision of the municipal 
advisory activities of the municipal advisor and its associated 
persons. To become qualified as a municipal advisor principal a 
person must, as a pre-requisite, take and pass the Municipal Advisor 
Representative Qualification Examination; and take and pass the 
Municipal Advisor Principal Qualification Examination.
    \18\ MSRB Notice 2019-18 (October 21, 2019) announcing the 
launch of the Series 54 exam, which the SEC had approved on November 
20, 2018. See Release No. 34-84630 (Nov. 20, 2018), 80 FR 60927 
(Nov. 27, 2018) (File No. SR-MSRB-2018-07).
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     The annual needs analysis and the delivery of continuing 
education pursuant to Rule G-3(i)(i)(B) and G-3(i)(ii), as applicable, 
shall be deemed to have been timely completed for calendar year 2020, 
provided that the needs analysis and the delivery of continuing 
education are completed on or before March 31, 2021.
2. Statutory Basis
    The MSRB believes that the proposed rule change is consistent with 
Section 15B(b)(2)(C) of the Act,\19\ which provides that the MSRB's 
rules shall:
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    \19\ 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.

    The proposed rule change is designed to provide dealers and 
municipal advisors additional time to comply with certain obligations 
for a temporary period of time and suspend late fees on payments owed 
to the MSRB; it does not relieve such regulated entities from 
compliance with underlying obligations that directly serve investor 
protection or market transparency goals. In a time when faced with 
unique challenges resulting from the COVID-19 pandemic, the proposed 
rule change will afford regulated entities the ability to more 
effectively allocate resources to serve and promote the protection of 
investors, municipal entities, obligated persons and the public 
interest during these unprecedented market conditions. In addition, the 
proposed rule change will also alleviate some of the operational 
challenges regulated entities may be experiencing, which will allow 
them to more effectively allocate resources to operations facilitate 
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.

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

    Section 15B(b)(2)(C) of the Act \20\ 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 will impose any burden on 
competition not necessary or appropriate in furtherance of the Act. The 
goal of the proposed rule change is to relieve the burden on regulated 
entities during the exigent circumstances of the COVID-19 pandemic. The 
proposed rule change will only provide temporary relief for regulated 
entities; excluding the suspension on the assessment of late fees, 
regulated entities will still be required to fulfill their underlying 
obligations under MSRB rules.
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    \20\ Id.
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    Additionally, Section 15B(b)(2)(L)(iv) of the Act, requires that 
MSRB rules not impose a regulatory burden on small municipal advisors 
that is not necessary or appropriate in the public interest and for the 
protection of investors, municipal entities, and obligated persons, 
provided that there is robust protection of investors against 
fraud.\21\ The MSRB believes that the proposed rule change is 
consistent with Section 15B(b)(2)(L)(iv) of the Act in that, while the 
proposed rule change will affect all municipal advisors, including 
small municipal advisors, there is no new regulatory burden that 
results, and each municipal advisor continues to be obligated to meet 
baseline competence standards and complete requisite supervisory 
functions. Small municipal advisors typically have fewer associated 
persons and, as a result, during the COVID-19 pandemic their resources 
may be more limited. As the proposed rule change is designed to provide 
regulated entities an opportunity to better manage and allocate 
resources during these exigent circumstances, the proposed rule change 
may be of greater benefit to small municipal advisors.
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    \21\ 15 U.S.C. 78o-4(b)(2)(L)(iv).
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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) \22\ of the Act and Rule 19b-
4(f)(6) \23\ 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. A 
proposed rule change filed under Rule 19b-4(f)(6) normally does not 
become operative until 30 days after the date of filing.\24\ However, 
Rule 19b-4(f)(6)(iii) \25\ permits the Commission to designate a 
shorter time if such action is consistent with the protection of 
investors and the public interest.\26\ The MSRB has requested that the 
Commission designate the proposed rule change operative upon 
filing,\27\ as specified in Rule 19b-4(f)(6)(iii),\28\ which would make 
the proposed rule change operative on April 13, 2020.
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    \22\ 15 U.S.C. 78s(b)(3)(A).
    \23\ 17 CFR 240.19b-4(f)(6).
    \24\ Id.
    \25\ 17 CFR 240.19b-4(f)(6)(iii).
    \26\ 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 Commission has designated a 
shorter time for delivery of such written notice.
    \27\ See SR-MSRB-2018-10.
    \28\ 17 CFR 240.19b-4(f)(6)(iii).
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    The MSRB notes that the proposed rule change does not relieve 
regulated entities from compliance with underlying obligations. Rather, 
the proposed rule change provides regulated entities with additional 
time to complete certain compliance obligations, suspends late fees due 
to the MSRB for a temporary period of time, and extends the compliance 
date of MSRB rule changes not yet implemented. The MSRB believes the 
proposed rule change will afford regulated entities the ability to more 
effectively allocate resources to serve and promote the protection of 
investors, municipal entities, obligated persons and the public 
interest during unprecedented market conditions. Further the MSRB has 
stated, in light of the operational challenges and unprecedented 
conditions in the municipal market due to the COVID-19 pandemic, the 
proposed rule change would alleviate operational challenges and 
facilitate transactions in municipal securities and municipal financial 
products.
    The Commission believes that waiving the 30-day operative delay is 
consistent with the protection of investors and the public interest. 
The proposed rule change does not relieve regulated entities from 
compliance with underlying obligations and will allow regulated 
entities to more effectively allocate resources during unprecedented 
municipal securities market conditions. Waiver of the 30-day operative 
period will alleviate operational challenges and facilitate 
transactions in the municipal securities market in light of the exigent 
circumstances presented by the COVID-19 pandemic. Accordingly, the 
Commission hereby waives the 30-day operative delay specified in Rule 
19b-4(f)(6)(iii) and designates the proposed rule change to be 
operative upon filing.\29\
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    \29\ For the purpose of waiving the 30-day operative delay for 
this proposal, the Commission has considered the proposed rule's 
impact on efficiency, competition, and capital formation. See 15 
U.S.C. 78c(f).
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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- 2020-01 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-MSRB-2020-01. 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 (http://www.sec.gov/

[[Page 23092]]

rules/sro.shtml). Copies of the submission, all subsequent amendments, 
all written statements with respect to the proposed rule change that 
are filed with the Commission, and all written communications relating 
to the proposed rule change between the Commission and any person, 
other than those that may be withheld from the public in accordance 
with the provisions of 5 U.S.C. 552, will be available for website 
viewing and printing in the Commission's Public Reference Room, 100 F 
Street NE, Washington, DC 20549 on official business days between the 
hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be 
available for inspection and copying at the principal office of the 
MSRB. All comments received will be posted without change. Persons 
submitting comments are cautioned that we do not redact or edit 
personal identifying information from comment submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-MSRB-2020-01 and should be 
submitted on or before May 15, 2020.
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    \30\ 17 CFR 200.30-3(a)(12).

    For the Commission, pursuant to delegated authority.\30\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-08696 Filed 4-23-20; 8:45 am]
BILLING CODE 8011-01-P