[Federal Register Volume 89, Number 76 (Thursday, April 18, 2024)]
[Notices]
[Pages 27809-27816]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-08237]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-99949; File No. SR-MSRB-2024-03]


Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing of a Proposed Rule Change To Amend MSRB Rule G-
47, on Time of Trade Disclosure, To Codify and Retire Certain Existing 
Interpretive Guidance and Add New Time of Trade Disclosure Scenarios

April 12, 2024.
    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 9, 2024, 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 
consisting of amendments to MSRB Rule G-47, on time of trade disclosure 
(the ``proposed rule change''). The proposed rule change would codify 
certain existing interpretive guidance and retire certain other 
existing interpretive guidance, add new time of trade disclosure 
scenarios, and make technical clarifications.
    If the Commission approves the proposed rule change, the MSRB will 
announce the effective date of the proposed rule change in a regulatory 
notice to be published on the MSRB website no later than 30 days 
following Commission approval. The effective date will be no later than 
nine months following Commission approval.
    The text of the proposed rule change is available on the MSRB's 
website at https://msrb.org/2024-SEC-Filings, at the MSRB's principal 
office, and at the Commission's Public Reference Room.

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

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

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

1. Purpose
    MSRB Rule G-47 requires brokers, dealers, or municipal securities 
dealers (``dealers'') to disclose to customers, at or prior to the time 
of trade, all material information known or available publicly through 
established industry sources. More specifically, MSRB Rule G-47 
requires dealers selling a municipal security to a customer, or 
purchasing a municipal security from a customer, to disclose to the 
customer, orally or in writing, at or prior to the time of trade, all 
material information known about the transaction, as well as 
information about the municipal security that is reasonably accessible 
to the market. This obligation exists for both unsolicited and 
recommended transactions as well as primary and secondary market 
transactions.\3\
---------------------------------------------------------------------------

    \3\ Dealers are also subject to Commission Rule 15l-1 under the 
Exchange Act (``Regulation Best Interest'') that requires broker-
dealers to make certain prescribed disclosures to their retail 
customer, before or at the time of the recommendation, about the 
recommended transaction and the relationship between the retail 
customer and the broker-dealer. See 17 CFR 240.15l-1(a)(2)(i).
---------------------------------------------------------------------------

    MSRB Rule G-47 Supplementary Material .03 contains examples of 
information that may be material in specific scenarios and therefore 
requires time of trade disclosures to a customer. The list of specific 
scenarios is non-exhaustive and other information not listed in MSRB 
Rule G-47 Supplementary Material .03 may be material to customers 
depending upon the specific scenario. In addition to the specific 
disclosure scenarios listed in MSRB Rule G-47 Supplementary Material 
.03, various items of MSRB interpretive guidance list other scenarios 
that could require a time of trade disclosure obligation to a dealer 
transacting with a customer.
    In summary, the proposed rule change would amend MSRB Rule G-47 to:
     Clarify in section (a) of MSRB Rule G-47 that a dealer is 
not obligated to disclose material information in violation of insider 
trading rules or procedures;
     Amend and simplify the definition of material information 
in subsection (b)(ii) of MSRB Rule G-47 and make a conforming amendment 
to Supplementary Material .01(a);
     Codify into Supplementary Material .03 existing 
interpretive guidance pertaining to market discount and to zero coupon 
or stepped coupon securities;
     Add a clarifying example of factor bonds as bonds that 
prepay principal in Supplementary Material .03(i); and
     Add three new disclosure scenarios to Supplementary 
Material .03.
    The proposed rule change would also retire interpretive guidance on 
conversion costs and secondary market insurance and consolidate 
existing inter-dealer time of trade disclosure guidance into a single 
piece of interpretive guidance.
Disclosure of Material Information
    The proposed rule change would redesignate the existing language of 
MSRB Rule G-47(a) as subsection (i) and add a new subsection (ii) to 
MSRB Rule G-47(a) clarifying that information that may be material to 
the transaction would not be required to be disclosed to the customer 
if, pursuant to the dealer's policies and procedures regarding insider 
trading and related securities laws, such information is intentionally 
withheld from the dealer's registered representatives who are engaged 
in sales to and purchases from customers. It would be beneficial to the 
market to clarify this point in the text of MSRB Rule G-47 given that 
it is not the MSRB's intent for dealers to violate securities 
regulations.
Definition of Material Information
    MSRB Rule G-47(b)(ii) defines the term ``material information'' and 
explains that information is considered

[[Page 27810]]

to be material if there is a substantial likelihood that the 
information would be considered important or significant by a 
reasonable investor in making an investment decision. The proposed rule 
change would delete the language ``or significant'' in order to 
streamline and simplify the definition. The MSRB does not believe that 
this would materially alter the definition of material information or 
impose any additional burdens on dealers. The proposed rule change 
would make a conforming amendment in Supplementary Material .01(a) to 
change the word ``significant'' to ``important.''
Codify Existing Interpretive Guidance on Market Discount and Zero 
Coupon or Stepped Coupon Securities
    The proposed rule change would codify and retire November 2016 
interpretive guidance on market discount (the ``Market Discount 
Guidance'').\4\ The Market Discount Guidance states that, absent 
adequate disclosure that a security has market discount, an investor 
might not be aware that all or a portion of such investor's investment 
return represented by accretion of the market discount is taxable as 
ordinary income. The Market Discount Guidance goes on to state that the 
fact that a security has market discount is material information that 
is required to be disclosed to a customer under MSRB Rule G-47 at or 
prior to the time of trade. The proposed rule change would codify this 
information into MSRB Rule G-47 Supplementary Material .03(p). 
Furthermore, the proposed rule change would retire the Market Discount 
Guidance upon codification as the MSRB believes that it would not 
retain any standalone value. The MSRB believes that codifying this 
information into the text of MSRB Rule G-47 would facilitate compliance 
and consolidate the rulebook by removing redundant interpretive 
guidance. The MSRB notes, however, that proposed MSRB Rule G-47 
Supplementary Material .03(p) would not require dealers to provide 
customers with more detailed or personalized information, or to provide 
any information that could constitute tax advice, with respect to 
market discount.
---------------------------------------------------------------------------

    \4\ See MSRB Interpretive Guidance, Time of Trade Disclosure--
Disclosure of Market Discount (November 22, 2016), available at 
https://www.msrb.org/Time-Trade-Disclosure-Disclosure-Market-Discount.
---------------------------------------------------------------------------

    The proposed rule change would also codify and retain April 1982 
interpretive guidance pertaining to municipal securities with zero 
coupons or stepped coupons (the ``Zero or Stepped Coupon 
Guidance'').\5\ The Zero or Stepped Coupon Guidance states in the 
context of discussing zero coupon bonds and stepped coupon bonds that 
the MSRB is of the view that persons selling such securities to the 
public have an obligation to adequately disclose the special 
characteristics of such securities in order to comply with the MSRB's 
fair practice rules. The proposed rule change would incorporate this 
guidance into MSRB Rule G-47 Supplementary Material .03(q) but retain 
the Zero or Stepped Coupon Guidance as it contains additional 
standalone value pertaining to MSRB Rule G-12 and MSRB Rule G-15.
---------------------------------------------------------------------------

    \5\ See MSRB Interpretive Guidance, Notice Concerning ``Zero 
Coupon'' and ``Stepped Coupon'' Securities (April 27, 1982), 
available at https://www.msrb.org/Notice-Concerning-Zero-Coupon-and-Stepped-Coupon-Securities.
---------------------------------------------------------------------------

Retire Existing Interpretive Guidance on Conversion Costs and Secondary 
Market Insurance
    The proposed rule change would retire two pieces of interpretive 
guidance that the MSRB believes have become outdated. The first 
interpretive guidance to be retired is interpretive guidance from 
August 1988 (the ``Conversion Cost Guidance'') stating that transfer 
agents for some interchangeable securities charge fees for the 
conversion of registered certificates to bearer form, which can be 
substantial and, in some cases, prohibitively expensive.\6\ The 
Conversion Cost Guidance goes on to state that dealers therefore should 
ascertain the amount of the fee prior to agreeing to deliver bearer 
certificates and that, if a dealer passes on the costs of converting 
registered securities to bearer form to its customer, the dealer must 
disclose the amount of the conversion fee to the customer at or prior 
to the time of trade and the customer must agree to pay the conversion 
fee. The MSRB believes that interchangeable securities are a rare 
occurrence in the marketplace, and as such, the MSRB believes that 
there is limited utility in retaining this guidance and proposes its 
retirement.
---------------------------------------------------------------------------

    \6\ See MSRB Interpretive Guidance, Confirmation, Delivery and 
Reclamation of Interchangeable Securities (August 10, 1988), 
available at https://www.msrb.org/Confirmation-Delivery-and-Reclamation-Interchangeable-Securities.
---------------------------------------------------------------------------

    The second piece of interpretive guidance to be retired is guidance 
from March 1984 on secondary market insurance (the ``Secondary Market 
Insurance Guidance'').\7\ The Secondary Market Insurance Guidance, in 
part, reminds the industry that if a security has been insured or if 
arrangements for insurance have been initiated, the market price of the 
security would be affected and this information is material and must be 
disclosed to a customer at or before the execution of a transaction in 
the security. MSRB Rule G-47 Supplementary Material .03(e) currently 
includes a disclosure obligation scenario detailing when a security has 
been insured or arrangements for insurance have been initiated, the 
credit rating of the insurance company, and information about potential 
rating actions with respect to the bond insurance company, effectively 
making the comparable portion of the Secondary Market Insurance 
Guidance superfluous. In addition, the MSRB explained in the Secondary 
Market Insurance Guidance that it believes that a dealer should advise 
a customer if evidence of insurance or other credit enhancement 
features must be attached to the security for effective transference of 
the insurance or device. However, the MSRB believes that it is no 
longer common practice to require such evidence of insurance for 
effective transference, and as a result, proposes to retire the 
Secondary Market Insurance Guidance.
---------------------------------------------------------------------------

    \7\ See MSRB Interpretive Guidance, Application of Board Rules 
to Transactions in Municipal Securities Subject to Secondary Market 
Insurance or Other Credit Enhancement Features (March 6, 1984), 
available at https://www.msrb.org/Application-Board-Rules-Transactions-Municipal-Securities-Subject-Secondary-Market-Insurance-or.
---------------------------------------------------------------------------

Add an Example of a Bond That Prepays Principal
    MSRB Rule G-47 Supplementary Material .03(i) lists bonds that 
prepay principal as a specific scenario which may be material and 
require disclosure at or prior to the time of trade. More specifically, 
the scenario lists the fact that the security prepays principal and the 
amount of unpaid principal that will be delivered on the transaction as 
a scenario that may be material and require a time of trade disclosure. 
The proposed rule change would add factor bonds to Rule G-47 
Supplementary Material .03(i) as an example of a bond that prepays 
principal. Factor bonds are bonds for which partial distributions are 
processed by a proportional return of principal to each bondholder. 
After the partial distribution, the factor must be applied to the face 
value to determine interest payments as well as the principal amount 
for each future transaction. Factor bonds, by their terms, are already 
subject to this scenario and therefore this addition does not add or 
remove any disclosure burdens but instead simply provides an example of 
a potential disclosure

[[Page 27811]]

obligation currently contained in MSRB Rule G-47 that serves to remind 
dealers of the applicability of this provision to factor bonds.
Add Three New Disclosure Scenarios
    The proposed rule change would add three new disclosure scenarios 
to MSRB Rule G-47 Supplementary Material .03's non-exhaustive list of 
specific scenarios that could be material and require a time of trade 
disclosure. Specifically, these three new scenarios are yield to worst, 
the unavailability of the official statement, and the fact that 
continuing disclosures are not available.
    Yield to Worst. The proposed rule change would add yield to worst 
as a disclosure scenario to MSRB Rule G-47 Supplementary Material .03 
in new clause (r) thereof. MSRB Rule G-15(a)(i)(A)(5) requires the 
yield at which a transaction is effected for transactions that are 
computed on the basis of yield to maturity, yield to a call date, or 
yield to a put date to be disclosed on a customer's confirmation.\8\ 
Furthermore, if the computed yield required by MSRB Rule G-15 is 
different than the yield at which the transaction was effected, the 
computed yield must also be disclosed on the confirmation.\9\ This 
information is typically referred to as yield to worst. The MSRB 
believes that this information may be material to a customer's 
investment decision, as it could impact a decision to purchase a 
municipal security at the current price or yield, and therefore may be 
required to be disclosed at or prior to the time of trade in addition 
to being disclosed on a customer's confirmation.
---------------------------------------------------------------------------

    \8\ Pursuant to MSRB Rule G-15(a)(i)(A)(5)(c)(v), yield is to be 
calculated in accordance with MSRB Rule G-33, on calculations.
    \9\ See MSRB Rule G-15(a)(i)(A)(5)(c)(vii).
---------------------------------------------------------------------------

    Unavailability of Official Statement for New Issue Customers. The 
proposed rule change would add, in the case of sales to customers of 
new issue municipal securities, the fact that an official statement is 
unavailable or only available from the underwriter as a disclosure 
scenario to MSRB Rule G-47 Supplementary Material .03 in new clause (s) 
thereof. For purposes of this scenario, new issue municipal securities 
consist of offered municipal securities within the meaning of MSRB Rule 
G-32, which in general are municipal securities sold in a primary 
offering until 25 days after the closing of the new issue.\10\ In 
contrast, the potential for the lack of an official statement to be 
material to a customer in a transaction outside of the primary offering 
disclosure period is considerably lower and therefore normally would 
not trigger an obligation under MSRB Rule G-47.
---------------------------------------------------------------------------

    \10\ MSRB Rule G-32(c)(vi) defines offered municipal securities 
as municipal securities that are sold by a dealer during the 
securities' primary offering disclosure period, including but not 
limited to municipal securities reoffered in a remarketing that 
constitutes a primary offering and municipal securities sold in a 
primary offering but designated as not reoffered. Primary offering 
disclosure period is defined in MSRB Rule G-32(c)(ix) as the period 
commencing with the first submission to an underwriter of an order 
for the purchase of offered municipal securities or the purchase of 
such securities from the issuer, whichever first occurs, and ending 
25 days after the final delivery by the issuer or its agent of all 
securities of the issue to or through the underwriting syndicate or 
sole underwriter. Pursuant to MSRB Rule G-32(c)(viii), primary 
offering means an offering defined in Exchange Act Rule 15c2-
12(f)(7) (17 CFR 240.15c2-12(f)(7)), including but not limited to 
any remarketing of municipal securities that constitutes a primary 
offering as such subsection (f)(7) may be interpreted from time to 
time by the Commission.
---------------------------------------------------------------------------

    Exchange Act Rule 15c2-12 \11\ requires underwriters to obtain and 
review an official statement for most primary offerings of municipal 
securities. MSRB Rule G-32(b)(i)(B) generally requires that the 
underwriter submit such official statement (as well as any official 
statement produced for a primary offering exempt from Exchange Act Rule 
15c2-12 \12\) for posting on the Electronic Municipal Market Access 
(``EMMA[supreg]'') \13\ website. If no official statement is posted by 
an underwriter to EMMA for a primary offering by the closing date, the 
underwriter is generally required under MSRB Rule G-32 to post to EMMA, 
as applicable, either: (i) notification that no official statement 
exists pursuant to MSRB Rule G-32(b)(i)(C) or (ii) in the case of a 
primary offering not subject to Exchange Act Rule 15c2-12 \14\ by 
virtue of paragraph (d)(1)(i) thereof (sometimes referred to as a 
limited offering) and the underwriter has withheld posting the official 
statement to EMMA pursuant to MSRB Rule G-32(b)(i)(E), contact 
information for investors to request a copy of the official 
statement.\15\
---------------------------------------------------------------------------

    \11\ 17 CFR 240.15c2-12.
    \12\ Id.
    \13\ EMMA[supreg] is a registered trademark of the MSRB.
    \14\ 17 CFR 240.15c2-12.
    \15\ MSRB Rule G-32(b)(i)(F) also provides an exemption for 
certain commercial paper offerings or remarketings from the official 
statement submission requirement assuming applicable conditions are 
met.
---------------------------------------------------------------------------

    Under certain circumstances, dealers currently have obligations to 
inform new issue customers by trade settlement regarding the 
availability or unavailability of the official statement under MSRB 
Rule G-32(a)(i) or (a)(iii)(A). The MSRB believes that the fact that an 
official statement is not available could be material to a new issue 
investor in making an investment decision and therefore should be 
included in MSRB Rule G-47's list of scenarios that could trigger a 
time of trade disclosure. As a result, new clause (s) of MSRB Rule G-47 
Supplementary Material .03 would accelerate the timing for this 
disclosure to a point in time where this information would be available 
to the customer while making such investment decision, rather than 
merely by settlement of the transaction and thus after such decision 
has been made.
    Dealers generally would be able to rely, for purposes of proposed 
clause (s), on information posted on EMMA as of the time of trade of a 
new issue municipal security with regard to whether an official 
statement is unavailable or available only from the underwriter. In the 
case of a customer trade by a dealer (other than the underwriter of the 
municipal security) occurring prior to the posting on EMMA of the 
official statement or any statement about the official statement's 
availability,\16\ such dealer may presume that an official statement 
will become available unless the dealer has knowledge that the official 
statement will not in fact be posted or will only be made available 
through the underwriter.\17\ Dealers that serve as underwriters for a 
primary offering would, in contrast, be deemed to know whether or not 
an official statement will be posted for such offering or will be made 
available only from such underwriters.
---------------------------------------------------------------------------

    \16\ It is common for new issue municipal securities to be 
traded beginning immediately after the time of first execution 
within the meaning of MSRB Rule G-34(a)(ii)(C)(1)(b) but before the 
underwriter timely posts the official statement to EMMA under MSRB 
Rule G-32(b)(i)(B). This gap typically is a result of the time 
needed to finalize and produce the official statement that 
incorporates the final terms of a new issue offering.
    \17\ This is somewhat analogous to the ability of dealers other 
than the underwriter of a new issue to effectively presume that the 
underwriter has made the required submissions to EMMA under MSRB 
Rule G-32(a)(ii)(B).
---------------------------------------------------------------------------

    Unavailability of Continuing Disclosure. The proposed rule change 
would add, as a disclosure scenario to MSRB Rule G-47 Supplementary 
Material .03 in new clause (t) thereof, the fact that no issuer of, or 
other obligated person with respect to, a customer's municipal security 
has agreed to make continuing disclosures as contemplated under 
Exchange Act Rule 15c2-12 \18\ available on EMMA. Exchange Act Rule 
15c2-12(b)(5) \19\ prohibits an underwriter from purchasing or selling 
municipal securities in most new issue offerings

[[Page 27812]]

unless the underwriter has reasonably determined that an issuer or 
obligated person has undertaken in a written agreement or contract to 
provide specified continuing disclosures to the MSRB. Exchange Act Rule 
15c2-12(d)(2)(ii),\20\ while providing an exemption from Exchange Act 
Rule 15c2-12(b)(5),\21\ requires a modified version of such continuing 
disclosure agreement or contract. In addition, Exchange Act Rule 15c2-
12(d)(3) \22\ provides a partial exemption from Exchange Act Rule 15c2-
12(b)(5) \23\ but still requires a modified version of such continuing 
disclosure agreement or contract limited to specified event notices. 
This new disclosure scenario in proposed clause (t) would apply to any 
municipal securities of the foregoing offerings. However, certain new 
issue offerings are wholly exempt from or otherwise not subject to 
Exchange Act Rule 15c2-12(b)(5) \24\ by virtue of paragraph (a) or 
subparagraph (d)(1) of Exchange Act Rule 15c2-12,\25\ and therefore 
this new disclosure scenario would not apply to any municipal 
securities of these specific types of exempt offerings.
---------------------------------------------------------------------------

    \18\ 17 CFR 240.15c2-12.
    \19\ 17 CFR 240.15c2-12(b)(5).
    \20\ 17 CFR 240.15c2-12(d)(2)(ii).
    \21\ 17 CFR 240.15c2-12(b)(5).
    \22\ 17 CFR 240.15c2-12(d)(3).
    \23\ 17 CFR 240.15c2-12(b)(5).
    \24\ Id.
    \25\ 17 CFR 240.15c2-12(a) and (d)(1). In addition, Exchange Act 
Rule 15c2-12(d)(5) provides an exemption from Exchange Act Rule 
15c2-12(b)(5) for certain municipal securities outstanding on 
November 30, 2010 so long as they have continuously met the 
conditions specified therein. 17 CFR 240.15c2-12(d)(5).
---------------------------------------------------------------------------

    Continuing disclosure documents and related information submitted 
by issuers and obligated persons to EMMA's continuing disclosure 
service are made available on the EMMA website.\26\ Such continuing 
disclosures currently are accessible by users of the EMMA website 
through a variety of means, including on the Disclosure Documents tab 
of the EMMA Security Details page for each specific municipal security. 
The disclosures provided on such page are generally accompanied by 
certain information, as applicable, provided to EMMA by the underwriter 
of the applicable municipal security at the time of its initial 
issuance regarding any agreement by the issuer or other obligated 
persons to undertake to provide continuing disclosures.\27\
---------------------------------------------------------------------------

    \26\ See MSRB Information Facility IF-3, on Electronic Municipal 
Market Access System--EMMA, available at https://www.msrb.org/Rules-and-Interpretations/MSRB-Rules/Informational/IF-3.
    \27\ See MSRB Rule G-32(b)(i)(A) and (b)(vi)(C)(1)(a).
---------------------------------------------------------------------------

    Dealers generally would be able to rely on such information posted 
on EMMA by the underwriter regarding an issuer's or other obligated 
person's continuing disclosure undertaking for purposes of MSRB Rule G-
47 Supplementary Material .03(t) unless the dealer has knowledge to the 
contrary.\28\ In addition, particularly for municipal securities for 
which no such underwriter-provided information concerning any 
continuing disclosure agreement may be displayed on EMMA, a review of 
the official statement or other information available on EMMA typically 
would indicate whether the issuer or obligated person has undertaken to 
provide continuing disclosures on the municipal securities.
---------------------------------------------------------------------------

    \28\ The ability of a dealer to rely on this posted information 
for purposes of MSRB Rule G-47 Supplementary Material .03(t) would 
not conclusively foreclose any other potential disclosure or other 
obligation of a dealer, under MSRB Rule G-47(a), Exchange Act Rule 
15c2-12 (17 CFR 240.15c2-12) or otherwise, that might arise relating 
to the existence of or the performance or non-performance under any 
continuing disclosure agreement by an issuer or obligated person, or 
with regard to the content of such continuing disclosure, depending 
on the specific facts and circumstances.
---------------------------------------------------------------------------

    The MSRB believes that the fact that continuing disclosures are not 
required to be made available to a customer on EMMA, which is where a 
customer would typically go to review such information prior to trading 
a municipal security, will generally be material and therefore should 
be included in time of trade disclosures provided to a customer. On 
occasion, an issuer or obligated person may undertake to provide 
continuing disclosures not contemplated by Exchange Act Rule 15c2-12 
\29\ (sometimes referred to as voluntary continuing disclosures). This 
proposed scenario is not intended to require disclosures with regard to 
the existence of an agreement solely in respect of such voluntary 
continuing disclosures.
---------------------------------------------------------------------------

    \29\ 17 CFR 240.15c2-12.
---------------------------------------------------------------------------

Consolidate Existing Inter-Dealer Time of Trade Disclosure Guidance
    The proposed rule change would consolidate three pieces of existing 
interpretive guidance relating to inter-dealer time of trade disclosure 
into one standalone interpretive guidance in order to better streamline 
time of trade disclosure guidance.\30\ While MSRB Rule G-47 applies to 
customer transactions and not transactions between dealers,\31\ the 
MSRB has previously discussed a dealer's fair dealing disclosure 
obligations in connection with inter-dealer transactions in these three 
pieces of inter-dealer guidance. The MSRB believes that consolidating 
this existing guidance into a single interpretive guidance would be 
beneficial to the market and result in a more organized rulebook. The 
MSRB does not believe that the three existing pieces of inter-dealer 
guidance would otherwise retain any standalone value upon consolidation 
into the new guidance and, therefore, these three pieces of guidance 
would be retired.
---------------------------------------------------------------------------

    \30\ See MSRB Interpretive Guidance, Notice Concerning 
Securities that Prepay Principal (March 19, 1991), available at 
https://www.msrb.org/Notice-Concerning-Securities-Prepay-Principal; 
MSRB Interpretive Guidance, Disclosure of Pricing: Calculating the 
Dollar Price of Partially Prerefunded Bonds (May 15, 1986), 
available at https://www.msrb.org/Disclosure-Pricing-Calculating-Dollar-Price-Partially-Prerefunded-Bonds; and MSRB Interpretive 
Guidance, Description Provided at or Prior to the Time of Trade 
(April 30, 1986), available at https://www.msrb.org/Description-Provided-or-Prior-Time-Trade. Any portions of such interpretive 
pieces relating to customer disclosure standards are already 
incorporated into MSRB Rule G-47.
    \31\ See MSRB Rule G-47(a).
---------------------------------------------------------------------------

2. Statutory Basis
    The MSRB believes that the proposed rule change is consistent with 
Section 15B(b)(2) of the Exchange Act,\32\ which provides that the MSRB 
shall propose and adopt rules to effect the purposes of the Exchange 
Act with respect to, among other matters, transactions in municipal 
securities effected by dealers. Section 15B(b)(2)(C) of the Exchange 
Act \33\ 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.
---------------------------------------------------------------------------

    \32\ 15.U.S.C. 78o-4(b)(2).
    \33\ 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 \34\ because the proposed rule 
change would protect investors and the public interest by ensuring that 
retail and other customers receive material information at or prior to 
the time of trade that would allow them to make an informed investment 
decision. Adding new requirements for dealers to disclose when an 
official statement is unavailable, when continuing disclosures are not 
available, and the

[[Page 27813]]

yield to worst of a transaction would provide investors with material 
information when deciding to transact in municipal securities. 
Consolidating existing interpretive guidance into the text of MSRB Rule 
G-47 and clarifying existing rule language would promote compliance by 
dealers with existing requirements under MSRB Rule G-47 and thereby 
promote the protection of investors and the public interest. The MSRB 
believes that providing this material information to investors, 
particularly retail customers who may or may not know how or where to 
access this information, will assist investors by providing them with 
material information that could influence their investment decision.
---------------------------------------------------------------------------

    \34\ Id.
---------------------------------------------------------------------------

    Furthermore, the MSRB believes that consolidating its rulebook by 
removing interpretive guidance that is outdated or has already been 
incorporated into the rulebook will facilitate transactions in 
municipal securities, as well as facilitate compliance with MSRB rules, 
by reducing the need for industry participants to cross reference 
multiple sources.

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

    Section 15B(b)(2)(C) of the Exchange Act \35\ 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 proposed rule change would improve the municipal securities 
market's operational efficiency and promote regulatory certainty by 
streamlining requirements and providing dealers with a clearer 
understanding of regulatory obligations incorporated into rule text 
from the current interpretive guidance. In addition, the proposed rule 
change would apply equally to all dealers. Therefore, the MSRB believes 
the proposed rule change would not impose any burden on competition 
and, consequently, does not impose a burden that is not necessary or 
appropriate in furtherance of the purposes of the Exchange Act.
---------------------------------------------------------------------------

    \35\ Id.
---------------------------------------------------------------------------

    In reaching this conclusion, the MSRB was guided by the MSRB's 
Policy on the Use of Economic Analysis in MSRB Rulemaking.\36\ In 
accordance with this policy, the MSRB evaluated the potential impacts 
on competition of the proposed rule change. For the purposes of this 
filing, the MSRB used the current iteration of MSRB Rule G-47 as the 
baseline to evaluate the costs and benefits for the proposed rule 
change, as well as other reasonable regulatory alternatives.
---------------------------------------------------------------------------

    \36\ The Policy on the Use of Economic Analysis in MSRB 
Rulemaking is available at http://msrb.org/Rules-and-Interpretations/Economic-Analysis-Policy.aspx. In evaluating whether 
there was a burden on competition, 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.
---------------------------------------------------------------------------

Benefits, Costs and Effect on Competition
    The proposed rule change is intended to benefit investors by 
requiring disclosure of additional information that is easily and 
readily accessible to dealers. The proposed rule change is also 
intended to benefit dealers by reducing their burden through 
clarification of the existing rule requirements and eliminating 
unnecessary compliance time and paperwork.
Benefits
    The proposed rule change would provide several benefits for dealers 
and investors. First, the MSRB believes that the proposed rule change 
would streamline the process for dealers and clarify the existing rule 
so that dealers would better understand what disclosures must be 
disclosed to an investor at the time of trade, and thus would eliminate 
unnecessary compliance time and paperwork and reduce the burden on 
regulated entities. These include a clarification that the time of 
trade disclosure obligation in MSRB Rule G-47 does not require dealers 
to disclose material information to their customers that is 
intentionally withheld, based on a dealer's policies and procedures 
regarding insider trading. Furthermore, consolidating certain 
interpretive guidance and retiring six pieces of interpretive guidance 
would streamline the rulebook by consolidating existing guidance into 
the text of the rulebook and facilitate compliance by reducing the 
number of sources a dealer must review when complying with MSRB Rule G-
47. Finally, the MSRB believes the proposed disclosure codification 
with three newly specified supplementary material paragraphs 
(continuing disclosures by an issuer, unavailability of an official 
statement in a new issue and the yield to worst) would benefit 
investors by helping to ensure that such information, which is easily 
and readily accessible to dealers, is disclosed to investors.
Costs
    The MSRB believes that dealers would incur some costs because of 
the proposed rule change. These costs include the one-time upfront 
costs related to revising related policies and procedures as well as 
ongoing costs such as compliance costs associated with maintaining and 
updating relevant disclosures. This would be especially true for the 
three new time of trade disclosure obligations to be codified in MSRB 
Rule G-47 where dealers have a new responsibility to disclose readily 
accessible information to customers.\37\ However, as current MSRB Rule 
G-47 already requires dealers to disclose material information to 
investors without specifying certain information and circumstances that 
could be material, it is possible that dealers may already have these 
specific disclosures built into their existing time-of-trade disclosure 
process. Regardless, the MSRB believes that this information is 
potentially material and therefore should be included in the time of 
trade disclosure obligation scenarios in MSRB Rule G-47.
---------------------------------------------------------------------------

    \37\ In a comment letter responding to the MSRB's request for 
comment described below, one commenter expressed concern about the 
costs of implementing the three proposed new specified time of trade 
disclosure obligations. Specifically, smaller dealers ``tend to bear 
a great burden because fixed compliance costs are spread over a 
smaller base of revenue.'' See Letter from Michael Decker, Senior 
Vice President, Bond Dealers of America, dated April 17, 2023, at 2.
---------------------------------------------------------------------------

    The MSRB believes that dealers would not incur any, or only 
negligible, costs from proposed changes such as codifying existing 
interpretive guidance into MSRB Rule G-47, since dealers are presumably 
already in compliance with the existing interpretive guidance and 
relevant MSRB rules. The MSRB believes that dealers may also have 
additional costs associated with recordkeeping in relation to the 
disclosure requirements. Overall, the MSRB believes the aggregate 
upfront and ongoing costs relative to the baseline would be minor, and 
the expected aggregate benefits to investors and dealers accumulated 
over time should exceed the total costs.
Effect on Competition, Efficiency and Capital Formation
    The MSRB believes that the proposed rule change would neither 
impose a burden on competition nor hinder capital formation, as the 
proposed rule change would be applicable to all dealers and is not 
expected to erode protection for investors and issuers. The proposed 
rule change would improve the municipal securities market's operational 
efficiency and promote regulatory certainty by providing dealers with a 
clearer understanding of regulatory obligations that are incorporated 
into the rule text. Although the benefits to investors

[[Page 27814]]

discussed above would require dealers to incur some additional costs, 
at present, the MSRB is unable to quantitatively evaluate the magnitude 
of the efficiency gains or losses, but believes the overall benefits 
accumulated over time for all market participants would outweigh the 
upfront costs of revising policies and procedures as well as the 
ongoing compliance costs borne by dealers. The MSRB does not expect 
that the proposed rule change would impose a burden on competition for 
dealers, as the upfront costs are expected to be relatively minor for 
all dealers while the ongoing costs are expected to be proportionate to 
the size and trading activities of each dealer. In addition, the 
proposed rule change would apply equally across all dealers.
Reasonable Regulatory Alternatives
    The MSRB considered and assessed two reasonable regulatory 
alternatives but determined the proposed rule change is superior to 
these alternatives. One alternative the MSRB considered was for MSRB 
Rule G-47 to pivot to an entirely principles-based approach when 
determining what information is considered material and therefore must 
be disclosed to investors at or before the time of trade. An entirely 
principles-based approach would provide an overarching objective for 
dealers to consider when determining whether specific information 
should be provided at the time of trade but would not provide specific 
examples of situations where, depending on the facts and circumstances, 
information could be material. By comparison, dealers currently are 
provided with a list of fifteen specific scenarios contained in MSRB 
Rule G-47 Supplementary Material .03 that could be material, depending 
on the facts and circumstances, to assist them in their compliance 
efforts, and the proposed rule change would add three additional 
disclosure scenarios. The MSRB determined the alternative to adopt an 
entirely principles-based approach to be inferior to the proposed rule 
change, which would provide dealers with the latitude to make a 
judgement on what is material while also offering specific examples. 
This alternative would also defeat the original purpose of creating 
MSRB Rule G-47 in 2013 to consolidate the previously issued guidance 
into rule language without substantively changing the existing 
obligations.
    Another alternative the MSRB considered was to restructure MSRB 
Rule G-47 to provide a detailed and prescriptive listing of required 
time of trade disclosures without the primary principles-based 
requirement set forth in MSRB Rule G-47(a). This alternative would 
eliminate any gray area that may currently exist because compliance 
personnel currently must weigh the general principle set forth in MSRB 
Rule G-47(a) with the Supplementary Material and any applicable 
interpretative guidance.\38\ While the proposed rule change would 
maintain the existing obligation of dealers to make a judgement on what 
is material, the alternative would increase the risk of information 
material to investors not being disclosed if such information does not 
fall within the listed items of disclosure, thereby reducing investor 
protection. As a result, the MSRB deemed these alternatives as inferior 
to the proposed rule change.
---------------------------------------------------------------------------

    \38\ In response to the original request for comment in 2013 to 
create MSRB Rule G-47, which included both a principles-based 
requirement for material disclosures as well as a list of potential 
scenarios, one commenter stated that the structure of the proposed 
rule text was ``unnecessarily ambiguous,'' See Letter from Michael 
Nicholas, Chief Executive Officer, Bond Dealers of America, dated 
March 12, 2013, at 2, available at https://www.msrb.org/sites/default/files/RFC/2013-04/BDA.pdf.
---------------------------------------------------------------------------

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

    The MSRB sought comment on draft amendments to MSRB Rule G-47 in a 
request for comment that was published on February 16, 2023 (the 
``Request for Comment'').\39\ The MSRB received seven comment letters 
in response to the Request for Comment.\40\
---------------------------------------------------------------------------

    \39\ See MSRB Notice 2023-02, Request for Comment Regarding a 
Retrospective Review of the MSRB's Time of Trade Disclosure Rule and 
Draft Amendments to MSRB Rule D-15, On Sophisticated Municipal 
Market Professionals (February 16, 2023) available at https://www.msrb.org/sites/default/files/2023-02/2023-02.pdf.
    \40\ Comment letters were received from: AKF Consulting: Letter 
from Andrea Feirstein, Managing Director, and Mark Chapleau, Senior 
Consultant, dated April 20, 2023; Bond Dealers of America (``BDA''): 
Letter from Michael Decker, Senior Vice President, dated April 17, 
2023 (the ``BDA Letter''); College Savings Plan Network: Letter from 
Rachel Biar, Nebraska Assistant State Treasurer, NEST 529 College 
Savings Program Director, Chairman, College Savings Plans Network, 
dated April 17, 2023; Government Finance Officers Association: 
Letter from Emily Brock, Director, Federal Liaison Center, dated 
July 21, 2023; Curtis McLane, dated April 19, 2023; my529: Letter 
from Richard K. Ellis, Executive Director, dated April 17, 2023; and 
Securities Industry and Financial Markets Association (``SIFMA''): 
Letter from Leslie M. Norwood, Managing Director and Associate 
General Counsel, Head of Municipal Securities, dated April 17, 2023 
(the ``SIFMA Letter''). Comment letters are available at https://www.msrb.org/sites/default/files/2023-04/All-Comments-to-Notice-2023-02.pdf.
---------------------------------------------------------------------------

    In addition to items related to MSRB Rule G-47 on time of trade 
disclosure, the Request for Comment solicited comment on time of trade 
disclosure obligations with respect to 529 savings plans as well as on 
draft amendments to MSRB Rule D-15, defining the term sophisticated 
municipal market professional. Comments received in response to time of 
trade disclosure obligations with respect to 529 savings plans as well 
as those received in response to the draft amendments to MSRB Rule D-15 
will be addressed through separate initiatives. The BDA Letter and 
SIFMA Letter were directly responsive to the proposed rule change and 
the two letters are summarized below by topic, with MSRB responses 
provided.
Material Information
    The Request for Comment solicited comments on draft rule text that 
would clarify that MSRB Rule G-47(a) does not require dealers to 
disclose to their customers material information that, pursuant to the 
dealer's policies and procedures regarding insider trading and related 
securities laws, is intentionally withheld from the dealer's registered 
representatives who are engaged in sales to and purchases from a 
customer.
    SIFMA specifically states that it appreciates the MSRB clarifying 
that it is not the MSRB's intent to require dealers to violate dealer 
processes that have been established to facilitate compliance with 
another obligation in order to comply with MSRB Rule G-47.\41\ SIFMA 
also states that the technical clarification described in the proposed 
rule change is largely helpful and alleviates potential sources of 
confusion.\42\
---------------------------------------------------------------------------

    \41\ See SIFMA Letter at 4.
    \42\ See SIFMA Letter at 7.
---------------------------------------------------------------------------

    The MSRB agrees with SIFMA that the intent of MSRB Rule G-47 is not 
to require dealers to violate their policies and procedures designed to 
address insider trading and related securities laws in order to comply 
with MSRB Rule G-47, and the proposed rule change will make this clear 
on its face.
Codify Existing Interpretive Guidance on Market Discount, Zero Coupon 
and Stepped Coupon Securities
    The Request for Comment solicited comments on draft rule text that 
would codify existing interpretive guidance on market discount, zero 
coupon, and stepped coupon securities into MSRB Rule G-47 Supplementary 
Material .03 as features of a security that may be material in specific 
scenarios and therefore trigger a time of trade disclosure.

[[Page 27815]]

    The BDA Letter states that BDA is generally not opposed to the 
proposed rule change as it relates to MSRB Rule G-47 as many of the 
proposed changes reflect codification or reorganization of existing 
guidance or practices and would not impose significant new burdens.\43\ 
SIFMA, however, states that it is concerned about the increase in scope 
of time of trade disclosure and requiring disclosure about zero coupon 
and stepped coupon bonds could obfuscate material information.\44\ 
SIFMA also expresses concern that the provision of more detailed 
information about market discount beyond notification of the existence 
of a discount could constitute the provision of tax advice.\45\
---------------------------------------------------------------------------

    \43\ See BDA Letter at 1.
    \44\ See SIFMA Letter at 3-4.
    \45\ Id.
---------------------------------------------------------------------------

    The time of trade disclosures relating to market discount, zero 
coupon or stepped coupon securities are currently contained within 
interpretive guidance. Therefore, dealers should be on notice as to the 
potential materiality of these security features. The MSRB believes 
that consolidating material time of trade disclosure scenarios into 
MSRB Rule G-47 would be a benefit to the market. Furthermore, while 
information on market discount, zero coupon or stepped coupon 
securities may be obvious to market professionals, it is less likely to 
be obvious to retail investors toward which MSRB Rule G-47 is primarily 
oriented. However, in connection with disclosure related to market 
discount, dealers would not be required pursuant to the provisions of 
the proposed rule change to provide customers with more detailed or 
personalized information, or to provide any information that could 
constitute tax advice.
Retire Existing Interpretive Guidance on Conversion Costs and Secondary 
Market Insurance
    The Request for Comment solicited comments on retiring existing 
interpretive guidance relating to conversion costs and secondary market 
insurance. The Request for Comment noted that the substance of the 
Conversion Cost Guidance relating to interchangeable securities is not 
a common occurrence in the marketplace anymore and therefore should be 
retired. The Request for Comment noted that this guidance is currently 
reflected in MSRB Rule G-47 Supplementary Material .03(e). The Request 
for Comment also noted that the Secondary Market Insurance Guidance 
states that the fact that a security has been insured or arrangements 
for insurance have been initiated will affect the market price of the 
security and is material and must be disclosed to a customer at or 
before execution of a transaction in the security. Additionally, the 
Secondary Market Insurance Guidance explained that a dealer should 
advise a customer if evidence of insurance or other credit enhancement 
features must be attached to the security for effective transference of 
the insurance or device. The Request for Comment noted that the MSRB 
believes that it is not common practice to require such evidence of 
insurance for effective transference.
    SIFMA states that it agrees that evidence of insurance generally is 
not required to be attached to a security for effective transfer and 
that there are no aspects of the guidance that the MSRB proposes to 
retire that should be retained in any way.\46\ BDA states that it is 
generally not opposed to the proposed rule change as it relates to MSRB 
Rule G-47 as many of the proposed changes reflect codification or 
reorganization of existing guidance or practices and would not impose 
significant new burdens.\47\
---------------------------------------------------------------------------

    \46\ See SIFMA Letter at 7.
    \47\ See BDA Letter at 1.
---------------------------------------------------------------------------

    The MSRB agrees with SIFMA and BDA that the guidance to be retired 
in the proposed rule change would not impose significant burdens and 
that the guidance no longer retains utility due to its current 
codification within MSRB Rule G-47 or the fact that it has become 
outdated.
Add Factor Bonds as an Example of a Bond that Prepays Principal
    The Request for Comment solicited comments on a technical amendment 
to add factor bonds as an example of a type of bond that prepays 
principal under MSRB Rule G-47 Supplementary Material .03(i). The 
Request for Comment noted that MSRB Rule G-47 Supplementary Material 
.03(i) already covers bonds that prepay principal as a feature that 
could trigger the time of trade disclosure obligation.
    The SIFMA Letter states that SIFMA is concerned about the proposed 
increase in scope of time of trade disclosures and that requiring time 
of trade disclosure about items such as factor bonds would add 
compliance risks and burdens.\48\ BDA states that it is generally not 
opposed to the proposed rule change as it relates to MSRB Rule G-47. 
Many of the proposed changes reflect codification or reorganization of 
existing guidance or practices and would not impose significant new 
burdens.\49\
---------------------------------------------------------------------------

    \48\ See SIFMA Letter at 3-4.
    \49\ See BDA Letter at 1.
---------------------------------------------------------------------------

    MSRB Rule G-47 Supplementary Material .03(i) already lists bonds 
that prepay principal as a disclosure scenario. Adding factors bonds as 
an example of a bond that prepays principal does not add any new burden 
or disclosure scenario, as factor bonds are bonds that prepay principal 
and therefore are already within the scope of this provision. 
Furthermore, while this information may be obvious to market 
professionals, it is less likely to be obvious to retail investors 
toward which MSRB Rule G-47 is primarily oriented.
Three New Disclosure Scenarios
    The Request for Comment solicited comments on the addition of three 
new disclosure scenarios to MSRB Rule G-47 Supplementary Material .03. 
Specifically, the three new disclosure scenarios discussed in the 
Request for Comment were the unavailability of the official statement, 
whether the issuer is required to make continuing disclosures, and 
yield to worst.
    SIFMA states that it is concerned that the proposed increase in 
scope of time of trade disclosures and requiring time of trade 
disclosure about the availability of an official statement and yield to 
worst calculations would add compliance risks and burdens, and that 
time of trade disclosure of obvious information, on the contrary, 
obfuscates material information.\50\ Furthermore, SIFMA states that the 
list of time of trade disclosures has become overbroad and 
unnecessarily increases risks to dealers without providing material 
benefit to issuers and investors and urged the MSRB to reconsider the 
changes that add these additional time of trade disclosures.'' \51\ BDA 
states that the addition of three new disclosure scenarios would impose 
costs on dealers to update written supervisory procedures and obtain 
additional sources for this information.\52\ BDA goes on to state that 
while the marginal compliance costs associated with the proposed rule 
change may be relatively small, it would come at a time when the 
industry is digesting major regulatory initiatives, including the 
transition to T+1 clearing and settlement as well as pending proposals 
related to shortening the Real-time Trade Reporting System trade report 
deadline to one minute and a third best execution rule which

[[Page 27816]]

cumulatively would impose significant costs to dealers.\53\
---------------------------------------------------------------------------

    \50\ See SIFMA Letter at 3-4.
    \51\ See SIFMA Letter at 4.
    \52\ See BDA Letter at 1-2.
    \53\ See BDA Letter at 2.
---------------------------------------------------------------------------

    The MSRB appreciates the concerns raised by SIFMA and BDA. However, 
the MSRB believes that unavailability of the official statement, the 
fact that continuing disclosures are not available and yield to worst 
are all material information that would impact an investor's decision 
to transact in specific municipal securities, and therefore should be 
included in the time of trade disclosures. Furthermore, while there 
could be additional costs for dealers to comply with the new disclosure 
scenarios, the MSRB believes that the costs would be minimal and not 
outweigh the need to disclose material information to investors.
    In response to the concerns raised by SIFMA and BDA, the MSRB 
narrowed the scope of the disclosure scenario relating to the 
unavailability of the official statement as it was described in the 
Request for Comment. The proposed rule change would limit this 
disclosure scenario to sales to customers of new issue municipal 
securities which would be consistent with current requirements under 
MSRB Rule G-32.

Obtaining Information About a Security From a Customer

    The Request for Comment solicited comments on draft rule text that 
would have required a dealer purchasing a municipal security from a 
customer to obtain sufficient information about the securities that is 
not otherwise readily available to the market so that it can accurately 
describe the securities when the dealer reintroduces them into the 
market.
    In response, SIFMA states that it believes this guidance to be 
outdated and that the information environment in the municipal 
securities market is fundamentally different today than when the 
original guidance was published, thanks in large measure to the work of 
the MSRB and its EMMA website.\54\ The MSRB acknowledges that the 
information environment is dramatically different today as compared to 
when the original guidance was published, including in particular the 
broad availability to the public of information through the EMMA 
website. Therefore, the MSRB did not include this language in the 
proposed rule change.
---------------------------------------------------------------------------

    \54\ See SIFMA Letter at 3.
---------------------------------------------------------------------------

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-2024-03 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-MSRB-2024-03. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (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 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 a.m. and 3 
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-2024-03 and should be submitted on or 
before May 9, 2024.

    For the Commission, pursuant to delegated authority.\55\
---------------------------------------------------------------------------

    \55\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-08237 Filed 4-17-24; 8:45 am]
BILLING CODE 8011-01-P