81 FR 78872 - Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Requirements in MSRB Rule A-4, on Meetings of the Board, Regarding the Formation of a Quorum

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 217 (November 9, 2016)

Page Range		78872-78873
FR Document		2016-27021
Federal Register, Volume 81 Issue 217 (Wednesday, November 9, 2016)
[Federal Register Volume 81, Number 217 (Wednesday, November 9, 2016)]
[Notices]
[Pages 78872-78873]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-27021]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-79225; File No. SR-MSRB-2016-13]


Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule 
Change To Amend the Requirements in MSRB Rule A-4, on Meetings of the 
Board, Regarding the Formation of a Quorum

November 3, 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 October 24, 2016, the Municipal 
Securities Rulemaking Board (the ``MSRB'' or ``Board'') filed with the 
Securities and Exchange Commission (``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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The MSRB filed with the Commission a proposed amendment to MSRB 
Rule A-4, on meetings of the Board, to amend the requirements regarding 
the formation of a quorum (the ``proposed rule change''). The MSRB has 
designated the proposed rule change as concerned solely with the 
administration of the self-regulatory organization under paragraph 
(f)(3) of Rule 19b-4 under the Act,\3\ which renders the proposal 
effective upon receipt of this filing by the Commission. The proposed 
rule change is concerned solely with the administration of the MSRB in 
that it simply amends the quorum requirements applicable to the Board. 
The Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \3\ 17 CFR 240.19b-4(f)(3).
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    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
    The Dodd-Frank Wall Street Reform and Consumer Protection Act of 
2010 (the ``Dodd-Frank Act'') \4\ amended Section 15B of the Exchange 
Act \5\ to provide for the regulation by the Commission and the MSRB of 
municipal advisors. The Dodd Frank Act grants the MSRB broad rulemaking 
authority over municipal advisors and municipal advisory activities.\6\ 
The Dodd-Frank Act also requires that the MSRB Board include persons 
associated with a municipal advisor. Specifically, Section 15B(b)(1) of 
the Exchange Act \7\ requires that the MSRB Board include at least one 
individual who is associated with a municipal advisor (an ``advisor 
representative'') among the members of the Board that are ``regulated 
representatives,'' as that term is used in Section 15B(b)(1).\8\ The 
composition of the MSRB Board reflects and complies with this 
requirement.
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    \4\ Pub. Law No. 111-203, 124 Stat. 1376 (2010).
    \5\ 15 U.S.C. 78o-4.
    \6\ See Section 15B(b)(2) of the Exchange Act (15 U.S.C. 78o-
4(b)(2)).
    \7\ 15 U.S.C. 78o-4(b)(1).
    \8\ Id.
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    The MSRB has adopted administrative rules that pertain to the 
operation and administration of the Board, which are identified by the 
prefix A,\9\ and include MSRB Rule A-4, regarding quorum and voting 
requirements. Existing Rule A-4(c) provides that a quorum of the Board 
shall consist of two-thirds of the members of the whole Board, which 
must include at least one member of the Board who is a public 
representative, at least one member who is a broker-dealer 
representative and at least one member who is a bank representative. 
Existing Rule A-4(c) also provides that any action taken by the 
affirmative vote of a majority of the whole Board at any meeting at 
which a quorum is present, shall, except as otherwise provided by rule 
of the Board, constitute the action of the Board. Rule A-4(c) also 
provides for Board action by resolution, except where otherwise 
specified by the Exchange Act or a rule of the Board.
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    \9\ See MSRB Rule A-1.
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    The MSRB proposes to amend Rule A-4(c) to incorporate a requirement 
that at least one member of any Board group constituting a quorum be an 
advisor representative. The proposed rule change ensures representation 
of all categories of persons required to be members of the Board in any 
quorum established under Rule A-4. The MSRB also proposes minor 
technical amendments to Rule A-4(c) to clarify the provision.
2. Statutory Basis
    The MSRB has adopted the proposed rule change pursuant to Sections 
15B(b)(1) and (2) of the Exchange Act,\10\ which require, among other 
things, that the Board include at least one individual who is 
associated with a municipal advisor, and 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. The MSRB believes the proposed rule 
change is appropriate and consistent with Sections 15B(b)(1) and (2) of 
the Exchange Act \11\ in that the proposed rule change would amend the 
quorum requirements in a manner consistent with requirements regarding 
the composition of the Board that were previously put in place.\12\ The 
MSRB also believes the proposed rule change appropriately complements 
the Board's governance procedures that are structured to obtain the 
diverse views of the public and various entities that are

[[Page 78873]]

subject to the MSRB's regulation and oversight and to provide for their 
representation in the decision-making processes of the Board.
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    \10\ 15 U.S.C. 78o-4(b)(1)-(2).
    \11\ Id.
    \12\ See Securities Exchange Act Release No. 63025 (Sept. 30, 
2010), 75 FR 61806 (Oct. 6, 2010) (File No. SR-MSRB-2010-08) (SEC 
order approving amendments to Rule A-3 to provide for, among other 
requirements, municipal advisor representation on the MSRB Board).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    Section 15B(b)(2)(C) of the Act \13\ requires that MSRB rules not 
be designed to impose any burden on competition not necessary or 
appropriate in furtherance of the purposes of the Act. The MSRB 
believes that the proposed rule change does not impose any burden on 
competition not necessary or appropriate in furtherance of the purposes 
of the Act, in that the proposed rule change simply amends the quorum 
requirements applicable to the MSRB Board, and does not affect or 
impose a burden on competition.
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    \13\ 15 U.S.C. 78o-4(b)(2)(C).
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C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

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

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

    The foregoing proposed rule change has become effective pursuant to 
Section 19(b)(3)(A) of the Act \14\ and paragraph (f) of Rule 19b-4 
thereunder.\15\ 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.
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    \14\ 15 U.S.C. 78s(b)(3)(A).
    \15\ 17 CFR 240.19b-4(f).
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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-2016-13 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-2016-13. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements 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-2016-13 and should be 
submitted on or before November 30, 2016.

    For the Commission, pursuant to delegated authority.\16\
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    \16\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2016-27021 Filed 11-8-16; 8:45 am]
BILLING CODE 8011-01-P
78872 Federal Register / Vol. 81, No. 217 / Wednesday, November 9, 2016 / Notices

2016–28 and should be submitted on or proposed rule change from interested provides that a quorum of the Board
before November 30, 2016. persons. shall consist of two-thirds of the
For the Commission, by the Division of The text of the proposed rule change members of the whole Board, which
Trading and Markets, pursuant to delegated is available on the MSRB’s Web site at must include at least one member of the
authority.22 www.msrb.org/Rules-and- Board who is a public representative, at
Brent J. Fields, Interpretations/SEC-Filings/2016- least one member who is a broker-dealer
Secretary. Filings.aspx, at the MSRB’s principal representative and at least one member
[FR Doc. 2016–27026 Filed 11–8–16; 8:45 am]
office, and at the Commission’s Public who is a bank representative. Existing
Reference Room. Rule A–4(c) also provides that any
BILLING CODE 8011–01–P
action taken by the affirmative vote of
II. Self-Regulatory Organization’s
a majority of the whole Board at any
Statement of the Purpose of, and
SECURITIES AND EXCHANGE meeting at which a quorum is present,
Statutory Basis for, the Proposed Rule
COMMISSION shall, except as otherwise provided by
Change
rule of the Board, constitute the action
[Release No. 34–79225; File No. SR–MSRB– In its filing with the Commission, the of the Board. Rule A–4(c) also provides
2016–13] MSRB included statements concerning for Board action by resolution, except
the purpose of and basis for the where otherwise specified by the
Self-Regulatory Organizations;
proposed rule change and discussed any Exchange Act or a rule of the Board.
Municipal Securities Rulemaking
comments it received on the proposed The MSRB proposes to amend Rule
Board; Notice of Filing and Immediate
rule change. The text of these statements A–4(c) to incorporate a requirement that
Effectiveness of a Proposed Rule
may be examined at the places specified at least one member of any Board group
Change To Amend the Requirements
in Item IV below. The MSRB has constituting a quorum be an advisor
in MSRB Rule A–4, on Meetings of the
prepared summaries, set forth in representative. The proposed rule
Board, Regarding the Formation of a
Sections A, B, and C below, of the most change ensures representation of all
Quorum
significant aspects of such statements. categories of persons required to be
November 3, 2016. members of the Board in any quorum
A. Self-Regulatory Organization’s
Pursuant to Section 19(b)(1) of the established under Rule A–4. The MSRB
Statement of the Purpose of, and also proposes minor technical
Securities Exchange Act of 1934 (the Statutory Basis for, the Proposed Rule
‘‘Act’’ or ‘‘Exchange Act’’) 1 and Rule amendments to Rule A–4(c) to clarify
Change the provision.
19b–4 thereunder,2 notice is hereby
given that on October 24, 2016, the 1. Purpose 2. Statutory Basis
Municipal Securities Rulemaking Board The Dodd-Frank Wall Street Reform
(the ‘‘MSRB’’ or ‘‘Board’’) filed with the The MSRB has adopted the proposed
and Consumer Protection Act of 2010 rule change pursuant to Sections
Securities and Exchange Commission (the ‘‘Dodd-Frank Act’’) 4 amended
(‘‘Commission’’) the proposed rule 15B(b)(1) and (2) of the Exchange Act,10
Section 15B of the Exchange Act 5 to which require, among other things, that
change as described in Items I, II, and provide for the regulation by the
III below, which Items have been the Board include at least one
Commission and the MSRB of individual who is associated with a
prepared by the MSRB. The municipal advisors. The Dodd Frank
Commission is publishing this notice to municipal advisor, and the rules of the
Act grants the MSRB broad rulemaking Board establish fair procedures for the
solicit comments on the proposed rule authority over municipal advisors and
change from interested persons. nomination and election of members of
municipal advisory activities.6 The the Board and assure fair representation
I. Self-Regulatory Organization’s Dodd-Frank Act also requires that the in such nominations and elections of
Statement of the Terms of Substance of MSRB Board include persons associated public representatives, broker-dealer
the Proposed Rule Change with a municipal advisor. Specifically, representatives, bank representatives,
Section 15B(b)(1) of the Exchange Act 7 and advisor representatives and the
The MSRB filed with the Commission
requires that the MSRB Board include at terms that shall be served by such
a proposed amendment to MSRB Rule
least one individual who is associated members. The MSRB believes the
A–4, on meetings of the Board, to
with a municipal advisor (an ‘‘advisor proposed rule change is appropriate and
amend the requirements regarding the
representative’’) among the members of consistent with Sections 15B(b)(1) and
formation of a quorum (the ‘‘proposed
the Board that are ‘‘regulated (2) of the Exchange Act 11 in that the
rule change’’). The MSRB has
representatives,’’ as that term is used in proposed rule change would amend the
designated the proposed rule change as
Section 15B(b)(1).8 The composition of quorum requirements in a manner
concerned solely with the
the MSRB Board reflects and complies consistent with requirements regarding
administration of the self-regulatory
with this requirement. the composition of the Board that were
organization under paragraph (f)(3) of The MSRB has adopted
Rule 19b–4 under the Act,3 which previously put in place.12 The MSRB
administrative rules that pertain to the
renders the proposal effective upon also believes the proposed rule change
operation and administration of the
receipt of this filing by the Commission. appropriately complements the Board’s
Board, which are identified by the
The proposed rule change is concerned governance procedures that are
prefix A,9 and include MSRB Rule
solely with the administration of the structured to obtain the diverse views of
A–4, regarding quorum and voting
MSRB in that it simply amends the the public and various entities that are
requirements. Existing Rule A–4(c)
sradovich on DSK3GMQ082PROD with NOTICES

quorum requirements applicable to the
10 15 U.S.C. 78o–4(b)(1)–(2).
Board. The Commission is publishing 4 Pub. Law No. 111–203, 124 Stat. 1376 (2010). 11 Id.
this notice to solicit comments on the 5 15 U.S.C. 78o–4.
12 See Securities Exchange Act Release No. 63025
6 See Section 15B(b)(2) of the Exchange Act (15
22 17
(Sept. 30, 2010), 75 FR 61806 (Oct. 6, 2010) (File
CFR 200.30–3(a)(12). U.S.C. 78o–4(b)(2)). No. SR–MSRB–2010–08) (SEC order approving
1 15 U.S.C. 78s(b)(1). 7 15 U.S.C. 78o–4(b)(1).
amendments to Rule A–3 to provide for, among
2 17 CFR 240.19b–4. 8 Id.
other requirements, municipal advisor
3 17 CFR 240.19b–4(f)(3). 9 See MSRB Rule A–1. representation on the MSRB Board).

VerDate Sep<11>2014 16:29 Nov 08, 2016 Jkt 241001 PO 00000 Frm 00101 Fmt 4703 Sfmt 4703 E:\FR\FM\09NON1.SGM 09NON1
Federal Register / Vol. 81, No. 217 / Wednesday, November 9, 2016 / Notices 78873

subject to the MSRB’s regulation and Paper Comments SECURITIES AND EXCHANGE
oversight and to provide for their COMMISSION
representation in the decision-making • Send paper comments in triplicate
processes of the Board. to Secretary, Securities and Exchange
[Release No. 34–79232; File No. SR–
Commission, 100 F Street NE.,
B. Self-Regulatory Organization’s NYSEMKT–2016–96]
Washington, DC 20549.
Statement on Burden on Competition
All submissions should refer to File Self-Regulatory Organizations; NYSE
Section 15B(b)(2)(C) of the Act 13 Number SR–MSRB–2016–13. This file MKT LLC; Notice of Filing and
requires that MSRB rules not be number should be included on the Immediate Effectiveness of Proposed
designed to impose any burden on subject line if email is used. To help the Rule Change To Add to the Rules of
competition not necessary or Commission process and review your the Exchange the Eleventh Amended
appropriate in furtherance of the comments more efficiently, please use and Restated Operating Agreement of
purposes of the Act. The MSRB believes only one method. The Commission will the New York Stock Exchange LLC
that the proposed rule change does not post all comments on the Commission’s
impose any burden on competition not November 3, 2016.
Internet Web site (http://www.sec.gov/
necessary or appropriate in furtherance Pursuant to Section 19(b)(1) 1 of the
rules/sro.shtml). Copies of the
of the purposes of the Act, in that the Securities Exchange Act of 1934 (the
proposed rule change simply amends submission, all subsequent
amendments, all written statements ‘‘Act’’) 2 and Rule 19b–4 thereunder,3
the quorum requirements applicable to
with respect to the proposed rule notice is hereby given that on October
the MSRB Board, and does not affect or
change that are filed with the 24, 2016, NYSE MKT LLC (the
impose a burden on competition.
Commission, and all written ‘‘Exchange’’ or ‘‘NYSE MKT’’) filed with
C. Self-Regulatory Organization’s communications relating to the the Securities and Exchange
Statement on Comments on the proposed rule change between the Commission (the ‘‘Commission’’) the
Proposed Rule Change Received From Commission and any person, other than proposed rule change as described in
Members, Participants, or Others those that may be withheld from the Items I and II below, which Items have
Written comments were neither public in accordance with the been prepared by the self-regulatory
solicited nor received on the proposed provisions of 5 U.S.C. 552, will be organization. The Commission is
rule change. available for Web site viewing and publishing this notice to solicit
printing in the Commission’s Public comments on the proposed rule change
III. Date of Effectiveness of the Reference Room, 100 F Street NE., from interested persons.
Proposed Rule Change and Timing for Washington, DC 20549 on official
Commission Action I. Self-Regulatory Organization’s
business days between the hours of Statement of the Terms of the Substance
The foregoing proposed rule change 10:00 a.m. and 3:00 p.m. Copies of the of the Proposed Rule Change
has become effective pursuant to filing also will be available for
Section 19(b)(3)(A) of the Act 14 and inspection and copying at the principal The Exchange proposes to add to the
paragraph (f) of Rule 19b–4 office of the MSRB. All comments rules of the Exchange the Eleventh
thereunder.15 At any time within 60 received will be posted without change; Amended and Restated Operating
days of the filing of the proposed rule the Commission does not edit personal Agreement of the New York Stock
change, the Commission summarily may identifying information from Exchange LLC (‘‘NYSE LLC’’). The
temporarily suspend such rule change if submissions. You should submit only proposed rule change is available on the
it appears to the Commission that such information that you wish to make Exchange’s Web site at www.nyse.com,
action is necessary or appropriate in the available publicly. All submissions at the principal office of the Exchange,
public interest, for the protection of should refer to File Number SR–MSRB– and at the Commission’s Public
investors, or otherwise in furtherance of 2016–13 and should be submitted on or Reference Room.
the purposes of the Act. before November 30, 2016.
II. Self-Regulatory Organization’s
IV. Solicitation of Comments For the Commission, pursuant to delegated Statement of the Purpose of, and
authority.16 Statutory Basis for, the Proposed Rule
Interested persons are invited to
submit written data, views, and Brent J. Fields, Change
arguments concerning the foregoing, Secretary.
In its filing with the Commission, the
including whether the proposed rule [FR Doc. 2016–27021 Filed 11–8–16; 8:45 am]
change is consistent with the Act. self-regulatory organization included
BILLING CODE 8011–01–P
Comments may be submitted by any of statements concerning the purpose of,
the following methods: and basis for, the proposed rule change
and discussed any comments it received
Electronic Comments on the proposed rule change. The text
• Use the Commission’s Internet of those statements may be examined at
comment form (http://www.sec.gov/ the places specified in Item IV below.
rules/sro.shtml); or The Exchange has prepared summaries,
sradovich on DSK3GMQ082PROD with NOTICES

set forth in sections A, B, and C below,
• Send an email to rule-comments@ of the most significant parts of such
sec.gov. Please include File Number SR–
statements.
MSRB–2016–13 on the subject line.

13 15 1 15 U.S.C. 78s(b)(1).
U.S.C. 78o–4(b)(2)(C).
14 15 2 15 U.S.C. 78a.
U.S.C. 78s(b)(3)(A).
15 17 CFR 240.19b–4(f). 16 17 CFR 200.30–3(a)(12). 3 17 CFR 240.19b–4.

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Document Created: 2016-11-09 01:39:39
Document Modified: 2016-11-09 01:39:39
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 78872