81_FR_26937 81 FR 26851 - Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Order Granting Approval of a Proposed Rule Change Consisting of Proposed Amendments to Rules G-12 and G-15 To Define Regular-Way Settlement for Municipal Securities Transactions as Occurring on a Two-Day Settlement Cycle and Technical Conforming Amendments

81 FR 26851 - Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Order Granting Approval of a Proposed Rule Change Consisting of Proposed Amendments to Rules G-12 and G-15 To Define Regular-Way Settlement for Municipal Securities Transactions as Occurring on a Two-Day Settlement Cycle and Technical Conforming Amendments

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 86 (May 4, 2016)

Page Range26851-26853
FR Document2016-10437

Federal Register, Volume 81 Issue 86 (Wednesday, May 4, 2016)
[Federal Register Volume 81, Number 86 (Wednesday, May 4, 2016)]
[Notices]
[Pages 26851-26853]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-10437]


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

SECURITIES AND EXCHANGE COMMISSION

[Release No 34-77744; File No. SR-MSRB-2016-04]


Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Order Granting Approval of a Proposed Rule Change Consisting of 
Proposed Amendments to Rules G-12 and G-15 To Define Regular-Way 
Settlement for Municipal Securities Transactions as Occurring on a Two-
Day Settlement Cycle and Technical Conforming Amendments

April 29, 2016.

I. Introduction

    On March 1, 2016, the Municipal Securities Rulemaking Board (the 
``MSRB'' or ``Board'') filed with the Securities and Exchange 
Commission (the ``SEC'' or ``Commission''), pursuant to Section 
19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\ and Rule 
19b-4 thereunder,\2\ a proposed rule change consisting of proposed 
amendments to the MSRB Rules G-12 and G-15 to define regular-way 
settlement for municipal securities transactions as occurring on a two-
day settlement cycle and technical conforming amendments (the 
``proposed rule change'').
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

    The proposed rule change was published for comment in the Federal 
Register on March 18, 2016.\3\ The Commission received four comment 
letters on the proposed rule change.\4\ This order approves the 
proposed rule change.
---------------------------------------------------------------------------

    \3\ Securities Exchange Act Release No. 77364 (Mar. 14, 2016), 
81 FR 14906 (Mar. 18, 2016) (the ``Notice of Filing'').
    \4\ See Letters from Martin A. Burns, Chief Industry Operations 
Officer, Investment Company Institute (``ICI''), dated April 4, 2016 
(``ICI Letter''); Michael Nicholas, Chief Executive Office, Bond 
Dealers of America (``BDA''), dated April 8, 2016 (``BDA Letter''); 
Leslie M. Norwood, Managing Director and Associate General Counsel, 
Securities Industry Financial Markets Association (``SIFMA''), dated 
April 8, 2016 (``SIFMA Letter''); David T. Bellaire, Executive Vice 
President & General Counsel, Financial Services Institute (``FSI''), 
dated April 8, 2016 (``FSI Letter'' and, together with the BDA 
Letter, the ICI Letter, and the SIFMA Letter, the ``Comment 
Letters'').
---------------------------------------------------------------------------

II. Description of the Proposed Rule Change

    The MSRB's proposed rule change consists of proposed amendments to 
Rule G-12, on uniform practice, and Rule G-15, on confirmation, 
clearance, settlement and other uniform practice requirements with 
respect to transactions with customers, to define

[[Page 26852]]

regular-way settlement for municipal securities transactions as 
occurring on a two-day settlement cycle (``T+2'') and technical 
conforming amendments.\5\ According to the MSRB, following the 
financial crisis in 2008, regulators implemented additional rules and 
regulations designed to reduce risk in the markets, achieve greater 
transparency and improve efficiency in the financial industry.\6\ 
Consistent with those goals, the MSRB stated that the securities 
industry launched a voluntary initiative to shorten the settlement 
cycle for securities transactions to reduce counterparty risk, decrease 
clearing capital requirements, reduce liquidity demands, and harmonize 
the settlement cycle globally.\7\
---------------------------------------------------------------------------

    \5\ See supra note 3.
    \6\ Id.
    \7\ Id.
---------------------------------------------------------------------------

    The MSRB has identified two MSRB rules--G-12(b)(ii)(B)-(D) and Rule 
G-15(b)(ii)(B)-(C)--essential to facilitate the move to T+2.\8\ As 
stated by the MSRB, these rules currently define regular-way settlement 
as occurring on a three day settlement cycle (``T+3'').\9\ The MSRB, 
therefore, proposes to amend Rules G-12(b)(ii)(B)-(D) and G-
15(b)(ii)(B)-(C) to define regular-way settlement as occurring on T+2, 
and to make certain technical conforming amendments to MSRB Rules G-
12(b)(i)(B), G-15(b)(i)(B), and G-15(g)(ii)(B).\10\
---------------------------------------------------------------------------

    \8\ Id.
    \9\ Id.
    \10\ Id.
---------------------------------------------------------------------------

    According to the MSRB, the migration to T+2 will provide 
significant benefits to the financial industry broadly.\11\ The MSRB 
stated that the benefits to the industry include the mitigation of 
counterparty risk, a decrease in margin requirements for National 
Securities Clearing Corporation's (``NSCC'') clearing members, a 
reduction in pro-cyclical margin and liquidity demands especially 
during periods of market volatility, and an increase in global 
settlement harmonization by aligning the U.S. markets with other major 
markets, such as the European Union.\12\ The MSRB also asserted that by 
shortening the time between trade and execution and settlement by one 
business day (from T+3 to T+2), the risk of counterparty default and 
the capital required to mitigate this risk would be reduced.\13\ In the 
MSRB's view, the likely costs of the proposed rule change, including 
the changes in processes and technology as well as behavioral 
modifications by the industry and investors, are justified by the 
likely benefits associated with transitioning to T+2.\14\
---------------------------------------------------------------------------

    \11\ Id.
    \12\ Id.
    \13\ Id.
    \14\ Id.
---------------------------------------------------------------------------

Proposed Amendments to MSRB Rules G-12(b)(ii)(B)-(D) and G-
15(b)(ii)(B)-(C)

    According to the MSRB, Rule G-12 establishes uniform industry 
practices for processing, clearance and settlement of transactions in 
municipal securities between a broker, dealer or municipal securities 
dealer and any other broker, dealer or municipal securities dealer.\15\ 
Specifically, the MSRB noted that Rule G-12(b)(ii) defines ``regular 
way'' settlement as occurring on a T+3 basis.\16\ As proposed by the 
MSRB, the proposed rule change would amend Rule G-12(b)(ii)(B)-(D) to 
define ``regular way'' settlement as occurring on a T+2 basis.\17\
---------------------------------------------------------------------------

    \15\ Id.
    \16\ Id.
    \17\ Id.
---------------------------------------------------------------------------

    According to the MSRB, Rule G-15 requires municipal securities 
brokers and municipal securities dealers to provide customers with 
written confirmations of transactions, containing specified 
information; and prescribes certain uniform practice procedures for 
dealers that transact municipal securities business with customers.\18\ 
Specifically, the MSRB noted that Rule G-15(b)(ii) defines ``regular 
way'' settlement as occurring on a T+3 basis.\19\ As proposed by the 
MSRB, the proposed rule change would amend Rule G-15(b)(ii)(B)-(C) to 
define ``regular way'' settlement as occurring on a T+2 basis.\20\
---------------------------------------------------------------------------

    \18\ Id.
    \19\ Id.
    \20\ Id.
---------------------------------------------------------------------------

Technical Conforming Amendments

    The MSRB has proposed technical conforming amendments to Rules G-
12(b)(i)(B), G-15(b)(i)(B) and G-15(g)(ii)(B).\21\ As proposed by the 
MSRB, Rules G-12(b)(i)(B) and G-15(b)(i)(B) would both be revised by 
replacing the reference to ``National Association of Securities 
Dealers, Inc.'' with the ``Financial Industry Regulatory Authority.'' 
\22\ Similarly, the MSRB proposes to amend Rule G-15(g)(ii)(B) to 
replace the reference to ``NASD Conduct Rule 2260(g),'' which is 
retired, and replace it with the current relevant rule cite ``FINRA 
Rule 2251(g).'' \23\
---------------------------------------------------------------------------

    \21\ Id.
    \22\ Id.
    \23\ Id.
---------------------------------------------------------------------------

Compliance Date

    The MSRB has stated that the compliance date of the proposed rule 
change will be announced by the MSRB in a notice published on the MSRB 
Web site, which date would correspond with the industry's transition to 
a T+2 regular-way settlement, which would include amendments by the SEC 
to Exchange Act Rule 15c6-1(a).\24\
---------------------------------------------------------------------------

    \24\ Id.
---------------------------------------------------------------------------

 III. Summary of Comments Received

    As noted previously, the Commission received four comment letters 
on the proposed rule change.\25\ The commenters generally support the 
proposed rule change. The SIFMA Letter, ICI Letter, FSI Letter, and BDA 
Letter, each, expressed general support for the proposed rule 
change.\26\ In its comment letter, however, BDA expressed concern with 
respect to the impact the proposed rule change will have on certain 
retail investors who purchase securities by written check.\27\ BDA made 
a substantially similar comment in its response to the MSRB's Request 
for Comment on Changes to MSRB Rules to Facilitate Shortening the 
Securities Settlement Cycle, published on November 10, 2015 (the 
``Request for Comment''), which the MSRB addressed in the Notice of 
Filing.\28\ The MSRB stated in the Notice of Filing that it believes 
that the vast majority of firms have access to technology that would 
enable their clients to deliver funds in order to settle their 
municipal securities trades on a T+2 basis, and firms should encourage 
their customers to leverage electronic funds payment to streamline 
processing.
---------------------------------------------------------------------------

    \25\ See supra note 4.
    \26\ See SIFMA Letter; BDA Letter; ICI Letter; and FSI Letter.
    \27\ See BDA Letter.
    \28\ See supra note 3.
---------------------------------------------------------------------------

    The BDA Letter and the SIFMA Letter each addressed the impact of 
the proposed rule change on MSRB Rule G-32.\29\ BDA expressed its 
desire that the MSRB leave Rule G-32 unchanged,\30\ while SIFMA 
expressed its belief that the proposed rule change provided ``an 
opportune time to revise customer disclosure requirements of brokers, 
dealers, and municipal securities dealers'' under Rule G-32 but stated 
that such considerations should not impede progress of the proposed 
rule change.\31\ Both BDA and SIFMA made substantially similar comments 
in their responses to the Request for Comment, which the MSRB noted in 
the Notice of Filing and stated that it may consider suggested 
clarifications in the future.\32\
---------------------------------------------------------------------------

    \29\ See BDA Letter; See SIFMA Letter.
    \30\ See BDA Letter.
    \31\ See SIFMA Letter.
    \32\ See supra note 3.
---------------------------------------------------------------------------

    The FSI Letter also expressed general support and agreement with 
the

[[Page 26853]]

proposed rule change, and noted interest in seeing the MSRB coordinate 
with other regulators and market participants to educate investors and 
other market participants about the effects of shortening the 
settlement cycle to T+2.\33\ The MSRB stated that it expects to 
coordinate implementation of a T+2 regular-way settlement cycle for 
municipal securities transactions with other regulators.\34\
---------------------------------------------------------------------------

    \33\ See FSI Letter.
    \34\ See supra note 3.
---------------------------------------------------------------------------

IV. Discussion and Commission Findings

    The Commission has carefully considered the proposed rule change as 
well as the comments received. The Commission finds that the proposed 
rule change is consistent with the requirements of the Act and the 
rules and regulations thereunder applicable to the MSRB.
    In particular, the Commission finds that the proposed rule change 
is consistent with Section 15B(b)(2)(C) of the Act,\35\ which requires, 
among other things, that the rules of the MSRB be designed to prevent 
fraudulent and manipulative acts and practices, to promote just and 
equitable principles of trade, to foster cooperation and coordination 
with persons engaged in regulating, clearing, settling, processing 
information with respect to, and facilitating transactions in municipal 
securities and municipal financial products, to remove impediments to 
and perfect the mechanism of a free and open market in municipal 
securities and municipal financial products, and, in general, to 
protect investors, municipal entities, obligated persons, and the 
public interest. The Commission believes that the proposed rule change 
is consistent with Section 15B(b)(2)(C) of the Act because the proposed 
rule change is reasonably designed to remove impediments to, and 
perfect the mechanism of, a free and open market in municipal 
securities by shortening the time between trade execution and 
settlement by one business day. According to the MSRB, the benefits of 
the proposed rule change will enhance the overall efficiency of the 
securities markets, promote financial stability, and better align U.S. 
securities markets with global markets.
---------------------------------------------------------------------------

    \35\ 15 U.S.C. 78o-4(b)(2)(C).
---------------------------------------------------------------------------

    In approving the proposed rule change, the Commission has also 
considered the proposed rule change's impact on efficiency, 
competition, and capital formation.\36\ The Commission does not believe 
that the proposed rule change would impose any burden on competition 
not necessary or appropriate in furtherance of the purposes of the Act.
---------------------------------------------------------------------------

    \36\ 15 U.S.C. 78c(f).
---------------------------------------------------------------------------

    For the reasons noted above, the Commission believes that the 
proposed rule change is consistent with the Act.

V. Conclusion

    IT IS THEREFORE ORDERED, pursuant to Section 19(b)(2) of the 
Act,\37\ that the proposed rule change (SR-MSRB-2016-04) be, and hereby 
is, approved.
---------------------------------------------------------------------------

    \37\ 15 U.S.C. 78s(b)(2).

    For the Commission, pursuant to delegated authority.\38\
---------------------------------------------------------------------------

    \38\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-10437 Filed 5-3-16; 8:45 am]
 BILLING CODE 8011-01-P



                                                                                  Federal Register / Vol. 81, No. 86 / Wednesday, May 4, 2016 / Notices                                                        26851

                                                    Affairs, Office of Management and                         • Send an email message to rule-                    SECURITIES AND EXCHANGE
                                                    Budget, Room 10102, New Executive                       comments@sec.gov. Please include File                 COMMISSION
                                                    Office Building, Washington, DC 20503,                  Number 265–27 on the subject line; or
                                                                                                                                                                  [Release No 34–77744; File No. SR–MSRB–
                                                    or by sending an email to: Shagufta_                                                                          2016–04]
                                                    Ahmed@omb.eop.gov; and (ii) Pamela                      Paper Statements
                                                    Dyson, Director/Chief Information                         • Send paper statements to Brent J.                 Self-Regulatory Organizations;
                                                    Officer, Securities and Exchange                        Fields, Federal Advisory Committee                    Municipal Securities Rulemaking
                                                    Commission, c/o Remi Pavlik-Simon,                                                                            Board; Order Granting Approval of a
                                                                                                            Management Officer, Securities and
                                                    100 F Street NE., Washington, DC 20549                                                                        Proposed Rule Change Consisting of
                                                                                                            Exchange Commission, 100 F Street NE.,
                                                    or send an email to: PRA_Mailbox@                                                                             Proposed Amendments to Rules G–12
                                                                                                            Washington, DC 20549–1090.
                                                    sec.gov. Comments must be submitted to                                                                        and G–15 To Define Regular-Way
                                                    OMB within 30 days of this notice.                      All submissions should refer to File No.              Settlement for Municipal Securities
                                                      Dated: April 26, 2016.                                265–27. This file number should be                    Transactions as Occurring on a Two-
                                                    Robert W. Errett,                                       included on the subject line if email is              Day Settlement Cycle and Technical
                                                    Deputy Secretary.                                       used. To help us process and review                   Conforming Amendments
                                                    [FR Doc. 2016–10368 Filed 5–3–16; 8:45 am]
                                                                                                            your statement more efficiently, please
                                                                                                                                                                  April 29, 2016.
                                                    BILLING CODE 8011–01–P
                                                                                                            use only one method. The Commission
                                                                                                            will post all statements on the Advisory              I. Introduction
                                                                                                            Committee’s Web site (http://                            On March 1, 2016, the Municipal
                                                    SECURITIES AND EXCHANGE                                 www.sec.gov/spotlight/acsec-                          Securities Rulemaking Board (the
                                                    COMMISSION                                              spotlight.shtml).                                     ‘‘MSRB’’ or ‘‘Board’’) filed with the
                                                                                                               Statements also will be available for              Securities and Exchange Commission
                                                    [Release Nos. 33–10074; 34–77743; File No.              Web site viewing and printing in the                  (the ‘‘SEC’’ or ‘‘Commission’’), pursuant
                                                    265–27]                                                 Commission’s Public Reference Room,                   to Section 19(b)(1) of the Securities
                                                                                                            100 F Street NE., Washington, DC                      Exchange Act of 1934 (‘‘Act’’) 1 and Rule
                                                    SEC Advisory Committee on Small and                                                                           19b–4 thereunder,2 a proposed rule
                                                                                                            20549, on official business days
                                                    Emerging Companies                                                                                            change consisting of proposed
                                                                                                            between the hours of 10:00 a.m. and
                                                    AGENCY: Securities and Exchange                         3:00 p.m. All statements received will                amendments to the MSRB Rules G–12
                                                    Commission.                                             be posted without change; we do not                   and G–15 to define regular-way
                                                                                                            edit personal identifying information                 settlement for municipal securities
                                                    ACTION: Notice of meeting.
                                                                                                            from submissions. You should submit                   transactions as occurring on a two-day
                                                    SUMMARY:   The Securities and Exchange                  only information that you wish to make                settlement cycle and technical
                                                    Commission Advisory Committee on                                                                              conforming amendments (the ‘‘proposed
                                                                                                            available publicly.
                                                    Small and Emerging Companies is                                                                               rule change’’).
                                                    providing notice that it will hold a                    FOR FURTHER INFORMATION CONTACT:     Julie               The proposed rule change was
                                                    public meeting on Wednesday, May 18,                    Z. Davis, Senior Special Counsel, at                  published for comment in the Federal
                                                    2016, in Multi-Purpose Room LL–006 at                   (202) 551–3460, Office of Small                       Register on March 18, 2016.3 The
                                                    the Commission’s headquarters, 100 F                    Business Policy, Division of Corporation              Commission received four comment
                                                    Street NE., Washington, DC. The                         Finance, Securities and Exchange                      letters on the proposed rule change.4
                                                    meeting will begin at 9:30 a.m. (EDT)                   Commission, 100 F Street NE.,                         This order approves the proposed rule
                                                    and will be open to the public. The                     Washington, DC 20549–3628.                            change.
                                                    meeting will be webcast on the                                                                                II. Description of the Proposed Rule
                                                    Commission’s Web site at www.sec.gov.                   SUPPLEMENTARY INFORMATION:    In
                                                                                                            accordance with Section 10(a) of the                  Change
                                                    Persons needing special
                                                    accommodations to take part because of                  Federal Advisory Committee Act, 5                        The MSRB’s proposed rule change
                                                    a disability should notify the contact                  U.S.C.—App. 1, and the regulations                    consists of proposed amendments to
                                                    person listed below. The public is                      thereunder, Keith Higgins, Designated                 Rule G–12, on uniform practice, and
                                                    invited to submit written statements to                 Federal Officer of the Committee, has                 Rule G–15, on confirmation, clearance,
                                                    the Committee. The agenda for the                       ordered publication of this notice.                   settlement and other uniform practice
                                                    meeting includes matters relating to                                                                          requirements with respect to
                                                                                                              Dated: April 29, 2016.
                                                    rules and regulations affecting small and                                                                     transactions with customers, to define
                                                                                                            Brent J. Fields,
                                                    emerging companies under the federal
                                                                                                            Committee Management Officer.                           1 15   U.S.C. 78s(b)(1).
                                                    securities laws.                                                                                                2 17
                                                                                                            [FR Doc. 2016–10406 Filed 5–3–16; 8:45 am]                     CFR 240.19b–4.
                                                    DATES: The public meeting will be held                                                                           3 Securities Exchange Act Release No. 77364
                                                                                                            BILLING CODE 8011–01–P
                                                    on Wednesday, May 18, 2016. Written                                                                           (Mar. 14, 2016), 81 FR 14906 (Mar. 18, 2016) (the
                                                    statements should be received on or                                                                           ‘‘Notice of Filing’’).
                                                                                                                                                                     4 See Letters from Martin A. Burns, Chief Industry
                                                    before May 16, 2016.
                                                                                                                                                                  Operations Officer, Investment Company Institute
                                                    ADDRESSES: The meeting will be held at                                                                        (‘‘ICI’’), dated April 4, 2016 (‘‘ICI Letter’’); Michael
asabaliauskas on DSK3SPTVN1PROD with NOTICES




                                                    the Commission’s headquarters, 100 F                                                                          Nicholas, Chief Executive Office, Bond Dealers of
                                                    Street NE., Washington, DC. Written                                                                           America (‘‘BDA’’), dated April 8, 2016 (‘‘BDA
                                                                                                                                                                  Letter’’); Leslie M. Norwood, Managing Director and
                                                    statements may be submitted by any of                                                                         Associate General Counsel, Securities Industry
                                                    the following methods:                                                                                        Financial Markets Association (‘‘SIFMA’’), dated
                                                                                                                                                                  April 8, 2016 (‘‘SIFMA Letter’’); David T. Bellaire,
                                                    Electronic Statements                                                                                         Executive Vice President & General Counsel,
                                                                                                                                                                  Financial Services Institute (‘‘FSI’’), dated April 8,
                                                      • Use the Commission’s Internet                                                                             2016 (‘‘FSI Letter’’ and, together with the BDA
                                                    submission form (http://www.sec.gov/                                                                          Letter, the ICI Letter, and the SIFMA Letter, the
                                                    info/smallbus/acsec.shtml); or                                                                                ‘‘Comment Letters’’).



                                               VerDate Sep<11>2014   18:44 May 03, 2016   Jkt 238001   PO 00000   Frm 00079   Fmt 4703   Sfmt 4703   E:\FR\FM\04MYN1.SGM   04MYN1


                                                    26852                            Federal Register / Vol. 81, No. 86 / Wednesday, May 4, 2016 / Notices

                                                    regular-way settlement for municipal                       investors, are justified by the likely                in a notice published on the MSRB Web
                                                    securities transactions as occurring on a                  benefits associated with transitioning to             site, which date would correspond with
                                                    two-day settlement cycle (‘‘T+2’’) and                     T+2.14                                                the industry’s transition to a T+2
                                                    technical conforming amendments.5                                                                                regular-way settlement, which would
                                                                                                               Proposed Amendments to MSRB Rules
                                                    According to the MSRB, following the                                                                             include amendments by the SEC to
                                                                                                               G–12(b)(ii)(B)–(D) and G–15(b)(ii)(B)–(C)
                                                    financial crisis in 2008, regulators                                                                             Exchange Act Rule 15c6–1(a).24
                                                    implemented additional rules and                              According to the MSRB, Rule G–12
                                                                                                               establishes uniform industry practices                III. Summary of Comments Received
                                                    regulations designed to reduce risk in
                                                    the markets, achieve greater                               for processing, clearance and settlement                 As noted previously, the Commission
                                                    transparency and improve efficiency in                     of transactions in municipal securities               received four comment letters on the
                                                    the financial industry.6 Consistent with                   between a broker, dealer or municipal                 proposed rule change.25 The
                                                    those goals, the MSRB stated that the                      securities dealer and any other broker,               commenters generally support the
                                                    securities industry launched a voluntary                   dealer or municipal securities dealer.15              proposed rule change. The SIFMA
                                                    initiative to shorten the settlement cycle                 Specifically, the MSRB noted that Rule                Letter, ICI Letter, FSI Letter, and BDA
                                                    for securities transactions to reduce                      G–12(b)(ii) defines ‘‘regular way’’                   Letter, each, expressed general support
                                                    counterparty risk, decrease clearing                       settlement as occurring on a T+3 basis.16             for the proposed rule change.26 In its
                                                    capital requirements, reduce liquidity                     As proposed by the MSRB, the proposed                 comment letter, however, BDA
                                                    demands, and harmonize the settlement                      rule change would amend Rule G–                       expressed concern with respect to the
                                                    cycle globally.7                                           12(b)(ii)(B)–(D) to define ‘‘regular way’’            impact the proposed rule change will
                                                       The MSRB has identified two MSRB                        settlement as occurring on a T+2 basis.17             have on certain retail investors who
                                                    rules—G–12(b)(ii)(B)–(D) and Rule G–                          According to the MSRB, Rule G–15                   purchase securities by written check.27
                                                    15(b)(ii)(B)–(C)—essential to facilitate                   requires municipal securities brokers                 BDA made a substantially similar
                                                    the move to T+2.8 As stated by the                         and municipal securities dealers to                   comment in its response to the MSRB’s
                                                    MSRB, these rules currently define                         provide customers with written                        Request for Comment on Changes to
                                                    regular-way settlement as occurring on                     confirmations of transactions,                        MSRB Rules to Facilitate Shortening the
                                                    a three day settlement cycle (‘‘T+3’’).9                   containing specified information; and                 Securities Settlement Cycle, published
                                                    The MSRB, therefore, proposes to                           prescribes certain uniform practice                   on November 10, 2015 (the ‘‘Request for
                                                    amend Rules G–12(b)(ii)(B)–(D) and G–                      procedures for dealers that transact                  Comment’’), which the MSRB addressed
                                                    15(b)(ii)(B)–(C) to define regular-way                     municipal securities business with                    in the Notice of Filing.28 The MSRB
                                                    settlement as occurring on T+2, and to                     customers.18 Specifically, the MSRB                   stated in the Notice of Filing that it
                                                    make certain technical conforming                          noted that Rule G–15(b)(ii) defines                   believes that the vast majority of firms
                                                    amendments to MSRB Rules G–                                ‘‘regular way’’ settlement as occurring               have access to technology that would
                                                    12(b)(i)(B), G–15(b)(i)(B), and G–                         on a T+3 basis.19 As proposed by the                  enable their clients to deliver funds in
                                                    15(g)(ii)(B).10                                            MSRB, the proposed rule change would                  order to settle their municipal securities
                                                       According to the MSRB, the migration                    amend Rule G–15(b)(ii)(B)–(C) to define               trades on a T+2 basis, and firms should
                                                    to T+2 will provide significant benefits                   ‘‘regular way’’ settlement as occurring               encourage their customers to leverage
                                                    to the financial industry broadly.11 The                   on a T+2 basis.20                                     electronic funds payment to streamline
                                                    MSRB stated that the benefits to the                                                                             processing.
                                                                                                               Technical Conforming Amendments                          The BDA Letter and the SIFMA Letter
                                                    industry include the mitigation of
                                                    counterparty risk, a decrease in margin                      The MSRB has proposed technical                     each addressed the impact of the
                                                    requirements for National Securities                       conforming amendments to Rules G–                     proposed rule change on MSRB Rule G–
                                                    Clearing Corporation’s (‘‘NSCC’’)                          12(b)(i)(B), G–15(b)(i)(B) and G–                     32.29 BDA expressed its desire that the
                                                    clearing members, a reduction in pro-                      15(g)(ii)(B).21 As proposed by the                    MSRB leave Rule G–32 unchanged,30
                                                    cyclical margin and liquidity demands                      MSRB, Rules G–12(b)(i)(B) and G–                      while SIFMA expressed its belief that
                                                    especially during periods of market                        15(b)(i)(B) would both be revised by                  the proposed rule change provided ‘‘an
                                                    volatility, and an increase in global                      replacing the reference to ‘‘National                 opportune time to revise customer
                                                    settlement harmonization by aligning                       Association of Securities Dealers, Inc.’’             disclosure requirements of brokers,
                                                    the U.S. markets with other major                          with the ‘‘Financial Industry Regulatory              dealers, and municipal securities
                                                    markets, such as the European Union.12                     Authority.’’ 22 Similarly, the MSRB                   dealers’’ under Rule G–32 but stated
                                                    The MSRB also asserted that by                             proposes to amend Rule G–15(g)(ii)(B)                 that such considerations should not
                                                    shortening the time between trade and                      to replace the reference to ‘‘NASD                    impede progress of the proposed rule
                                                    execution and settlement by one                            Conduct Rule 2260(g),’’ which is retired,             change.31 Both BDA and SIFMA made
                                                    business day (from T+3 to T+2), the risk                   and replace it with the current relevant              substantially similar comments in their
                                                    of counterparty default and the capital                    rule cite ‘‘FINRA Rule 2251(g).’’ 23                  responses to the Request for Comment,
                                                    required to mitigate this risk would be                                                                          which the MSRB noted in the Notice of
                                                                                                               Compliance Date
                                                    reduced.13 In the MSRB’s view, the                                                                               Filing and stated that it may consider
                                                    likely costs of the proposed rule change,                    The MSRB has stated that the                        suggested clarifications in the future.32
                                                    including the changes in processes and                     compliance date of the proposed rule                     The FSI Letter also expressed general
                                                    technology as well as behavioral                           change will be announced by the MSRB                  support and agreement with the
                                                    modifications by the industry and
                                                                                                                14 Id.
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                                                                                                                                                                       24 Id.
                                                                                                                15 Id.                                                 25 See
                                                      5 See    supra note 3.                                                                                                  supra note 4.
                                                                                                                16 Id.                                                 26 See
                                                      6 Id.                                                                                                                   SIFMA Letter; BDA Letter; ICI Letter; and
                                                      7 Id.                                                     17 Id.                                               FSI Letter.
                                                      8 Id.                                                     18 Id.                                                 27 See BDA Letter.

                                                      9 Id.                                                     19 Id.                                                 28 See supra note 3.

                                                      10 Id.                                                    20 Id.                                                 29 See BDA Letter; See SIFMA Letter.

                                                      11 Id.                                                    21 Id.                                                 30 See BDA Letter.

                                                      12 Id.                                                    22 Id.                                                 31 See SIFMA Letter.
                                                      13 Id.                                                    23 Id.                                                 32 See supra note 3.




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                                                                                     Federal Register / Vol. 81, No. 86 / Wednesday, May 4, 2016 / Notices                                           26853

                                                    proposed rule change, and noted                         change would impose any burden on                        Rule 0–2 under the Investment
                                                    interest in seeing the MSRB coordinate                  competition not necessary or                          Company Act,3 entitled ‘‘General
                                                    with other regulators and market                        appropriate in furtherance of the                     Requirements of Papers and
                                                    participants to educate investors and                   purposes of the Act.                                  Applications,’’ prescribes general
                                                    other market participants about the                       For the reasons noted above, the                    instructions for filing an application
                                                    effects of shortening the settlement                    Commission believes that the proposed                 seeking exemptive relief with the
                                                    cycle to T+2.33 The MSRB stated that it                 rule change is consistent with the Act.               Commission for which a form is not
                                                    expects to coordinate implementation of                 V. Conclusion                                         specifically prescribed. Rule 0–2
                                                    a T+2 regular-way settlement cycle for                                                                        requires that each application filed with
                                                    municipal securities transactions with                    IT IS THEREFORE ORDERED,                            the commission have (a) a statement of
                                                    other regulators.34                                     pursuant to Section 19(b)(2) of the                   authorization to file and sign the
                                                                                                            Act,37 that the proposed rule change                  application on behalf of the applicant,
                                                    IV. Discussion and Commission                           (SR–MSRB–2016–04) be, and hereby is,                  (b) a verification of application and
                                                    Findings                                                approved.                                             statements of fact, (c) a brief statement
                                                       The Commission has carefully                           For the Commission, pursuant to delegated           of the grounds for application, and (d)
                                                    considered the proposed rule change as                  authority.38                                          the name and address of each applicant
                                                    well as the comments received. The                      Robert W. Errett,                                     and of any person to whom questions
                                                    Commission finds that the proposed                      Deputy Secretary.                                     should be directed. The Commission
                                                    rule change is consistent with the                      [FR Doc. 2016–10437 Filed 5–3–16; 8:45 am]            uses the information required by rule 0–
                                                    requirements of the Act and the rules                                                                         2 to decide whether the applicant
                                                                                                            BILLING CODE 8011–01–P
                                                    and regulations thereunder applicable to                                                                      should be deemed to be entitled to the
                                                    the MSRB.                                                                                                     action requested by the application.
                                                       In particular, the Commission finds                  SECURITIES AND EXCHANGE                                  Applicants for orders can include
                                                    that the proposed rule change is                        COMMISSION                                            registered investment companies,
                                                    consistent with Section 15B(b)(2)(C) of                                                                       affiliated persons of registered
                                                    the Act,35 which requires, among other                  Proposed Collection; Comment                          investment companies, and issuers
                                                    things, that the rules of the MSRB be                   Request                                               seeking to avoid investment company
                                                    designed to prevent fraudulent and                                                                            status, among other entities.
                                                    manipulative acts and practices, to                     Upon Written Request, Copies Available                Commission staff estimates that it
                                                    promote just and equitable principles of                 From: Securities and Exchange                        receives approximately 184 applications
                                                    trade, to foster cooperation and                         Commission, Office of FOIA Services,                 per year under the Act. Although each
                                                    coordination with persons engaged in                     100 F Street NE., Washington, DC                     application typically is submitted on
                                                    regulating, clearing, settling, processing               20549–2736.                                          behalf of multiple entities, the entities
                                                    information with respect to, and                        Extension:                                            in the vast majority of cases are related
                                                    facilitating transactions in municipal                    Rule 0–2, SEC File No. 270–572, OMB                 companies and are treated as a single
                                                    securities and municipal financial                          Control No. 3235–0636.                            respondent for purposes of this analysis.
                                                    products, to remove impediments to and                     Notice is hereby given that pursuant                  The time to prepare an application
                                                    perfect the mechanism of a free and                     to the Paperwork Reduction Act of 1995                depends on the complexity and/or
                                                    open market in municipal securities and                 (44 U.S.C. 3501–3520), the Securities                 novelty of the issues covered by the
                                                    municipal financial products, and, in                   and Exchange Commission (the                          application. We estimate that the
                                                    general, to protect investors, municipal                ‘‘Commission’’) has submitted to the                  Commission receives 25 of the most
                                                    entities, obligated persons, and the                    Office of Management and Budget a                     time-consuming applications annually,
                                                    public interest. The Commission                         request for extension of the previously               125 applications of medium difficulty,
                                                    believes that the proposed rule change                  approved collection of information                    and 34 of the least difficult applications.
                                                    is consistent with Section 15B(b)(2)(C)                 discussed below.                                      Based on conversations with applicants,
                                                    of the Act because the proposed rule                       Several sections of the Investment                 we estimate that in-house counsel
                                                    change is reasonably designed to                        Company Act of 1940 (‘‘Act’’ or                       would spend from ten to fifty hours
                                                    remove impediments to, and perfect the                  ‘‘Investment Company Act’’) 1 give the                helping to draft and review an
                                                    mechanism of, a free and open market                    Commission the authority to issue                     application. We estimate a total annual
                                                    in municipal securities by shortening                   orders granting exemptions from the                   hour burden to all respondents of 5,340
                                                    the time between trade execution and                    Act’s provisions. The section that grants             hours [(50 hours × 25 applications) + (30
                                                    settlement by one business day.                         broadest authority is section 6(c), which             hours × 125 applications) + (10 hours ×
                                                    According to the MSRB, the benefits of                  provides the Commission with authority                34 applications)].
                                                    the proposed rule change will enhance                   to conditionally or unconditionally                      Much of the work of preparing an
                                                    the overall efficiency of the securities                exempt persons, securities or                         application is performed by outside
                                                    markets, promote financial stability, and               transactions from any provision of the                counsel. The cost outside counsel
                                                    better align U.S. securities markets with               Investment Company Act, or the rules or               charges applicants depends on the
                                                    global markets.                                         regulations thereunder, if and to the                 complexity of the issues covered by the
                                                       In approving the proposed rule                       extent that such exemption is necessary               application and the time required for
                                                    change, the Commission has also                         or appropriate in the public interest and             preparation. Based on conversations
                                                                                                                                                                  with attorneys who serve as outside
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                                                    considered the proposed rule change’s                   consistent with the protection of
                                                    impact on efficiency, competition, and                  investors and the purposes fairly                     counsel, the cost ranges from
                                                    capital formation.36 The Commission                     intended by the policy and provisions of              approximately $10,000 for preparing a
                                                    does not believe that the proposed rule                 the Act.2                                             well-precedented, routine application to
                                                                                                                                                                  approximately $150,000 to prepare a
                                                      33 See FSI Letter.                                      37 15 U.S.C. 78s(b)(2).                             complex and/or novel application. This
                                                      34 See supra note 3.                                    38 17 CFR 200.30–3(a)(12).                          distribution gives a total estimated
                                                      35 15 U.S.C. 78o–4(b)(2)(C).                            1 15 U.S.C. 80a–1 et seq.
                                                      36 15 U.S.C. 78c(f).                                    2 15 U.S.C. 80a–6(c).                                 3 17   CFR 270.0–2.



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Document Created: 2016-05-04 01:23:23
Document Modified: 2016-05-04 01:23:23
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation81 FR 26851 

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