81 FR 33285 - Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Consisting of Amendments to the MSRB's Amended and Restated Articles of Incorporation

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 101 (May 25, 2016)

Page Range		33285-33286
FR Document		2016-12238
Federal Register, Volume 81 Issue 101 (Wednesday, May 25, 2016)
[Federal Register Volume 81, Number 101 (Wednesday, May 25, 2016)]
[Notices]
[Pages 33285-33286]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-12238]



[[Page 33285]]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-77856; File No. SR-MSRB-2016-06]


Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule 
Change Consisting of Amendments to the MSRB's Amended and Restated 
Articles of Incorporation

May 19, 2016.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ 
notice is hereby given that on May 5, 2016, the Municipal Securities 
Rulemaking Board (the ``MSRB'' or ``Board'') filed with the Securities 
and Exchange Commission (the ``Commission'' or ``SEC'') 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 the MSRB's Amended and Restated Articles of 
Incorporation (``Articles of Incorporation'') (``proposed rule 
change''). The MSRB has designated the proposed rule change for 
immediate effectiveness.
    The text of the proposed rule change is available on the MSRB's Web 
site at www.msrb.org/Rules-and-Interpretations/SEC-Filings/2016-Filings.aspx, at the MSRB's principal office, and at the Commission's 
Public Reference Room.

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

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

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

1. Purpose
    On March 17, 2016, the Commission approved a proposed rule change 
consisting of amendments to MSRB Rule A-3, on membership on the 
Board.\3\ The amendments, among other things, lengthened the term of 
Board member service from three to four years and changed the number 
and size of Board classes from three classes comprised of seven members 
to four classes--one class comprised of six members and three classes 
of five. Additionally, the amendments deleted a provision that related 
to a previous transition process the MSRB used to increase its Board 
size from 15 to 21 members and to be in compliance with new 
requirements established by the Dodd-Frank Wall Street Reform and 
Consumer Protection Act of 2010.\4\
---------------------------------------------------------------------------

    \3\ See Exchange Act Release No. 77390 (Mar. 17, 2016), 81 FR 
15582 (Mar. 23, 2016) (File No. SR-MSRB-2016-01) (``SEC Approval 
Order'').
    \4\ See Public Law 111-203, 124 Stat. 1376; Exchange Act Release 
No. 65424 (Sept. 28, 2011), 76 FR 61407 (Oct. 4, 2011) (File No. SR-
MSRB-2011-11) (approving the MSRB's establishment of a Board 
structure of 21 Board members divided into three classes, with each 
class being comprised of seven members who would serve staggered 
three-year terms).
---------------------------------------------------------------------------

    The purpose of the proposed rule change is to amend the Articles of 
Incorporation as necessary and appropriate to conform them to amended 
Rule A-3, as described above.\5\ The proposed rule change will become 
operative on October 1, 2016, at the beginning of the first MSRB fiscal 
year for which the new term length and class structure will apply, and 
the MSRB will file the Articles of Incorporation with the Commonwealth 
of Virginia at a later date in accordance with Virginia law.
---------------------------------------------------------------------------

    \5\ The MSRB will also amend its by-laws to reflect the recent 
amendments to Rule A-3.
---------------------------------------------------------------------------

2. Statutory Basis
    The MSRB has adopted the proposed rule change pursuant to Sections 
15B(b)(1) and (2) of the Exchange Act,\6\ which require, among other 
things, that the rules of the Board establish fair procedures for the 
nomination and election of members of the Board and assure fair 
representation in such nominations and elections of public 
representatives, broker-dealer representatives, bank representatives, 
and advisor representatives and the terms that shall be served by such 
members.\7\ The MSRB believes that the proposed rule change is 
consistent with Sections 15B(b)(1) and (2) of the Exchange Act by 
conforming the Articles of Incorporation of the Board to amended Rule 
A-3.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78o-4(b)(1)-(2).
    \7\ 15 U.S.C. 78o-4(b)(2)(B).
---------------------------------------------------------------------------

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

    The MSRB does not believe that the proposed rule change will impose 
any burden on competition not necessary or appropriate in furtherance 
of the purposes of the Exchange Act, since the proposed rule change 
simply amends the Articles of Incorporation of the Board to conform 
them to amended MSRB Rule A-3 and solely concerns the administration of 
the organization.

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

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

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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A) of the Act \8\ and paragraph (f) of Rule 19b-4 
thereunder.\9\ At any time within 60 days of the filing of the proposed 
rule change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78s(b)(3)(A).
    \9\ 17 CFR 240.19b-4(f).
---------------------------------------------------------------------------

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-2016-06 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-2016-06. This file

[[Page 33286]]

number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549 on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available 
for inspection and copying at the principal office of the MSRB. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-MSRB-2016-06 and should be 
submitted on or before June 15, 2016.

    For the Commission, pursuant to delegated authority.\10\
---------------------------------------------------------------------------

    \10\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-12238 Filed 5-24-16; 8:45 am]
 BILLING CODE 8011-01-P
Federal Register / Vol. 81, No. 101 / Wednesday, May 25, 2016 / Notices 33285

SECURITIES AND EXCHANGE A. Self-Regulatory Organization’s proposed rule change is consistent with
COMMISSION Statement of the Purpose of, and Sections 15B(b)(1) and (2) of the
Statutory Basis for, the Proposed Rule Exchange Act by conforming the
[Release No. 34–77856; File No. SR–MSRB– Change Articles of Incorporation of the Board to
2016–06] amended Rule A–3.
1. Purpose
On March 17, 2016, the Commission B. Self-Regulatory Organization’s
Self-Regulatory Organizations; Statement on Burden on Competition
Municipal Securities Rulemaking approved a proposed rule change
Board; Notice of Filing and Immediate consisting of amendments to MSRB The MSRB does not believe that the
Effectiveness of a Proposed Rule Rule A–3, on membership on the proposed rule change will impose any
Change Consisting of Amendments to Board.3 The amendments, among other burden on competition not necessary or
the MSRB’s Amended and Restated things, lengthened the term of Board appropriate in furtherance of the
Articles of Incorporation member service from three to four years purposes of the Exchange Act, since the
and changed the number and size of proposed rule change simply amends
May 19, 2016. Board classes from three classes the Articles of Incorporation of the
Pursuant to Section 19(b)(1) of the comprised of seven members to four Board to conform them to amended
Securities Exchange Act of 1934 (the classes—one class comprised of six MSRB Rule A–3 and solely concerns the
‘‘Act’’ or ‘‘Exchange Act’’) 1 and Rule members and three classes of five. administration of the organization.
19b–4 thereunder,2 notice is hereby Additionally, the amendments deleted a C. Self-Regulatory Organization’s
given that on May 5, 2016, the provision that related to a previous Statement on Comments on the
Municipal Securities Rulemaking Board transition process the MSRB used to Proposed Rule Change Received From
(the ‘‘MSRB’’ or ‘‘Board’’) filed with the increase its Board size from 15 to 21 Members, Participants, or Others
Securities and Exchange Commission members and to be in compliance with
new requirements established by the Written comments were neither
(the ‘‘Commission’’ or ‘‘SEC’’) the
Dodd-Frank Wall Street Reform and solicited nor received on the proposed
proposed rule change as described in
Consumer Protection Act of 2010.4 rule change.
Items I, II, and III below, which Items
have been prepared by the MSRB. The The purpose of the proposed rule III. Date of Effectiveness of the
Commission is publishing this notice to change is to amend the Articles of Proposed Rule Change and Timing for
solicit comments on the proposed rule Incorporation as necessary and Commission Action
change from interested persons. appropriate to conform them to The foregoing rule change has become
amended Rule A–3, as described above.5 effective pursuant to Section 19(b)(3)(A)
I. Self-Regulatory Organization’s The proposed rule change will become
Statement of the Terms of Substance of of the Act 8 and paragraph (f) of Rule
operative on October 1, 2016, at the 19b–4 thereunder.9 At any time within
the Proposed Rule Change beginning of the first MSRB fiscal year 60 days of the filing of the proposed rule
The MSRB filed with the Commission for which the new term length and class change, the Commission summarily may
a proposed rule change consisting of structure will apply, and the MSRB will temporarily suspend such rule change if
amendments to the MSRB’s Amended file the Articles of Incorporation with it appears to the Commission that such
and Restated Articles of Incorporation the Commonwealth of Virginia at a later action is necessary or appropriate in the
(‘‘Articles of Incorporation’’) (‘‘proposed date in accordance with Virginia law. public interest, for the protection of
rule change’’). The MSRB has 2. Statutory Basis investors, or otherwise in furtherance of
designated the proposed rule change for the purposes of the Act.
immediate effectiveness. The MSRB has adopted the proposed
rule change pursuant to Sections IV. Solicitation of Comments
The text of the proposed rule change
15B(b)(1) and (2) of the Exchange Act,6 Interested persons are invited to
is available on the MSRB’s Web site at
which require, among other things, that submit written data, views, and
www.msrb.org/Rules-and-
the rules of the Board establish fair arguments concerning the foregoing,
Interpretations/SEC-Filings/2016-
procedures for the nomination and including whether the proposed rule
Filings.aspx, at the MSRB’s principal
election of members of the Board and change is consistent with the Act.
office, and at the Commission’s Public
assure fair representation in such Comments may be submitted by any of
Reference Room.
nominations and elections of public the following methods:
II. Self-Regulatory Organization’s representatives, broker-dealer
Statement of the Purpose of, and representatives, bank representatives, Electronic Comments
Statutory Basis for, the Proposed Rule and advisor representatives and the • Use the Commission’s Internet
Change terms that shall be served by such comment form (http://www.sec.gov/
members.7 The MSRB believes that the rules/sro.shtml); or
In its filing with the Commission, the • Send an email to rule-comments@
MSRB included statements concerning 3 See Exchange Act Release No. 77390 (Mar. 17, sec.gov. Please include File Number SR–
the purpose of and basis for the 2016), 81 FR 15582 (Mar. 23, 2016) (File No. SR– MSRB–2016–06 on the subject line.
proposed rule change and discussed any MSRB–2016–01) (‘‘SEC Approval Order’’).
comments it received on the proposed 4 See Public Law 111–203, 124 Stat. 1376; Paper Comments
Exchange Act Release No. 65424 (Sept. 28, 2011),
rule change. The text of these statements
76 FR 61407 (Oct. 4, 2011) (File No. SR–MSRB–
• Send paper comments in triplicate
may be examined at the places specified
mstockstill on DSK3G9T082PROD with NOTICES

2011–11) (approving the MSRB’s establishment of to Secretary, Securities and Exchange
in Item IV below. The MSRB has a Board structure of 21 Board members divided into Commission, 100 F Street NE.,
prepared summaries, set forth in three classes, with each class being comprised of Washington, DC 20549.
Sections A, B, and C below, of the most seven members who would serve staggered three-
year terms). All submissions should refer to File
significant aspects of such statements. 5 The MSRB will also amend its by-laws to reflect Number SR–MSRB–2016–06. This file
the recent amendments to Rule A–3.
1 15 U.S.C. 78s(b)(1). 6 15 U.S.C. 78o–4(b)(1)–(2). 8 15 U.S.C. 78s(b)(3)(A).
2 17 CFR 240.19b–4. 7 15 U.S.C. 78o–4(b)(2)(B). 9 17 CFR 240.19b–4(f).

VerDate Sep<11>2014 20:19 May 24, 2016 Jkt 238001 PO 00000 Frm 00088 Fmt 4703 Sfmt 4703 E:\FR\FM\25MYN1.SGM 25MYN1
33286 Federal Register / Vol. 81, No. 101 / Wednesday, May 25, 2016 / Notices

number should be included on the Securities and Exchange Commission systems. If a Market Order to sell has
subject line if email is used. To help the (the ‘‘Commission’’) the proposed rule exhausted all eligible buy interest, any
Commission process and review your change as described in Items I and II, unfilled balance of the Market Order to
comments more efficiently, please use below, which Items have been prepared sell will be cancelled. Market Orders
only one method. The Commission will by the self-regulatory organization. The may include an immediate-or-cancel
post all comments on the Commission’s Commission is publishing this notice to (‘‘IOC’’) time-in-force modifier.5 In
Internet Web site (http://www.sec.gov/ solicit comments on the proposed rule addition, a Market Order may include
rules/sro.shtml). Copies of the change from interested persons. an instruction to either buy ‘‘minus’’ or
submission, all subsequent sell ‘‘plus.’’ 6
I. Self-Regulatory Organization’s The Exchange proposes to simplify
amendments, all written statements
Statement of the Terms of Substance of how Market Orders would function on
with respect to the proposed rule
change that are filed with the the Proposed Rule Change the Exchange by harmonizing the
Commission, and all written The Exchange proposes to amend behavior of Market Orders with how
communications relating to the Rule 13—Equities (Orders and they operate on the Pillar trading
proposed rule change between the Modifiers) and related rules regarding platform on NYSE Arca Equities and by
Commission and any person, other than Market Orders. The proposed rule eliminating the ability to combine a
those that may be withheld from the change is available on the Exchange’s Market Order with an IOC, buy
public in accordance with the Web site at www.nyse.com, at the ‘‘minus,’’ or sell ‘‘plus’’ instruction,
provisions of 5 U.S.C. 552, will be principal office of the Exchange, and at which are not available on the NYSE
available for Web site viewing and the Commission’s Public Reference Arca Equities trading platform. The
printing in the Commission’s Public Room. Exchange believes that eliminating these
Reference Room, 100 F Street NE., order type combinations would
II. Self-Regulatory Organization’s
Washington, DC 20549 on official streamline its rules and reduce
Statement of the Purpose of, and
business days between the hours of complexity among its order type
Statutory Basis for, the Proposed Rule
10:00 a.m. and 3:00 p.m. Copies of the offerings.7
Change
filing also will be available for
inspection and copying at the principal In its filing with the Commission, the Proposed Amendments to Market
office of the MSRB. All comments self-regulatory organization included Orders
received will be posted without change; statements concerning the purpose of, To effect the proposed changes to how
the Commission does not edit personal and basis for, the proposed rule change Market Orders would operate, the
identifying information from and discussed any comments it received Exchange proposes to amend Rule
submissions. You should submit only on the proposed rule change. The text 13(a)(1) to provide that a Market Order
information that you wish to make of those statements may be examined at that is eligible for automatic execution
available publicly. All submissions the places specified in Item IV below. would be an unpriced order to buy or
should refer to File Number SR–MSRB– The Exchange has prepared summaries, sell a stated amount of a security that is
2016–06 and should be submitted on or set forth in sections A, B, and C below, to be traded at the best price obtainable
before June 15, 2016. of the most significant parts of such without trading through the NBBO. This
For the Commission, pursuant to delegated statements. proposed rule text is based on the first
authority.10 A. Self-Regulatory Organization’s sentence of NYSE Arca Equities Rule
Robert W. Errett, Statement of the Purpose of, and the 7.31P(a)(1), which provides that a
Deputy Secretary. Statutory Basis for, the Proposed Rule Market Order is an unpriced order to
[FR Doc. 2016–12238 Filed 5–24–16; 8:45 am] Change buy or sell a stated amount of a security
that is to be traded at the best price
BILLING CODE 8011–01–P
1. Purpose obtainable without trading through the
The Exchange proposes to amend NBBO.
SECURITIES AND EXCHANGE Rule 13—Equities (Orders and The Exchange proposes one difference
COMMISSION Modifiers) (‘‘Rule 13’’) and related rules for the NYSE MKT version of the rule,
relating to Market Orders. The proposed which is to provide that the proposed
[Release No. 34–77859; File No. SR– definition is intended only for orders
NYSEMKT–2016–54]
changes are designed to simplify the
Exchange’s offering of order types by eligible for automatic execution. Rule
Self-Regulatory Organizations; NYSE harmonizing the behavior of Market 1000(a)—Equities provides that an
MKT LLC; Notice of Filing and Orders with how similar orders operate automatically executing order shall
Immediate Effectiveness of Proposed on NYSE Arca Equities, Inc. (‘‘NYSE receive an immediate, automatic
Rule Change Amending Rule 13— Arca Equities’’), the Exchange’s execution against orders reflected in the
Equities and Related Rules Regarding affiliated equities marketplace, and by Exchange published quotation and
Market Orders eliminating specified combinations of orders in the Exchange book.8 However,
orders and modifiers.4
5 See Rule 13(b)(3).
May 19, 2016.
Pursuant to Section 19(b)(1) 1 of the Overview 6 See Rule 13(f)(A) and (C).
7 See, e.g., Mary Jo White, Chair, Securities and
Securities Exchange Act of 1934 (the Currently, Market Orders are defined Exchange Commission, Speech at the Sandler
‘‘Act’’) 2 and Rule 19b–4 thereunder,3 in Rule 13(a)(1) as an order to buy or O’Neill & Partners, L.P. Global Exchange and
mstockstill on DSK3G9T082PROD with NOTICES

notice is hereby given that on May 16, sell a stated amount of a security at the Brokerage Conference (June 5, 2014) (available at
2016, NYSE MKT LLC (the ‘‘Exchange’’ most advantageous price obtainable www.sec.gov/News/Speech/Detail/Speech/
or ‘‘NYSE MKT’’) filed with the 1370542004312#.U5HI-fmwJiw).
after the order is represented in the 8 Because Market Orders are eligible for automatic
Trading Crowd or routed to Exchange execution, the Exchange proposes a non-substantive
10 17 CFR 200.30–3(a)(12). amendment to change the title of Rule 1000—
1 15 U.S.C. 78s(b)(1). 4 NYSE Arca Equities is a wholly-owned Equities from ‘‘Automatic Execution of Limit
2 15 U.S.C. 78a.
subsidiary of NYSE Arca, Inc., which is a national Orders Against Orders Reflected In Exchange
3 17 CFR 240.19b–4. securities exchange. Published Quotation’’ to ‘‘Automatic Executions.’’

VerDate Sep<11>2014 20:19 May 24, 2016 Jkt 238001 PO 00000 Frm 00089 Fmt 4703 Sfmt 4703 E:\FR\FM\25MYN1.SGM 25MYN1
Document Created: 2018-02-07 15:03:26
Document Modified: 2018-02-07 15:03:26
Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
FR Citation		81 FR 33285