82_FR_54676 82 FR 54455 - Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing of Amendment No. 1 to Proposed Rule Change To Amend MSRB Rule G-34, on CUSIP Numbers, New Issue, and Market Information Requirements

82 FR 54455 - Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing of Amendment No. 1 to Proposed Rule Change To Amend MSRB Rule G-34, on CUSIP Numbers, New Issue, and Market Information Requirements

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 221 (November 17, 2017)

Page Range54455-54457
FR Document2017-24928

Federal Register, Volume 82 Issue 221 (Friday, November 17, 2017)
[Federal Register Volume 82, Number 221 (Friday, November 17, 2017)]
[Notices]
[Pages 54455-54457]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-24928]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82053; File No. SR-MSRB-2017-06]


Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing of Amendment No. 1 to Proposed Rule Change To 
Amend MSRB Rule G-34, on CUSIP Numbers, New Issue, and Market 
Information Requirements

November 13, 2017.

I. Introduction

    On August 30, 2017, the Municipal Securities Rulemaking Board 
(``MSRB'') filed with the Securities and Exchange Commission (``SEC'' 
or ``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Exchange Act'' or ``Act'') \1\ and Rule 19b-4 
thereunder,\2\ a proposed rule change consisting of amendments to Rule 
G-34 on CUSIP numbers, new issue, and market information requirements. 
The proposed rule change was published for comment in the Federal 
Register on September 18, 2017.\3\ The Commission received eleven 
comment letters on the proposal.\4\ On October 18, 2017, the MSRB 
granted an extension of time for the Commission to act on the filing 
until December 15, 2017. On November 7, 2017, the MSRB responded to the 
comments \5\ and filed Amendment No. 1 to the proposed rule change 
(``Amendment No. 1''). The text of Amendment No. 1 is available on the 
MSRB's Web site.\6\ The Commission is publishing this notice to solicit 
comments on Amendment No. 1 to 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.
    \3\ Exchange Act Release No. 81595 (September 13, 2017), 82 FR 
43587 (``Notice''). The comment period closed on October 10, 2017.
    \4\ See Letter to Secretary, Commission, from Leslie M. Norwood, 
Managing Director and Associate General Counsel, Securities Industry 
and Financial Markets Association (``SIFMA''), dated October 10, 
2017; Letter to Secretary, Commission, from Susan Gaffney, Executive 
Director, National Association of Municipal Advisors (``NAMA''), 
dated October 10, 2017; Letter to Secretary, Commission, from Steve 
Apfelbacher, President, EHLERS Inc., dated October 10, 2017; Letter 
to Secretary, Commission, from Noreen P. White, Co-President, and 
Kim W. Whelan, Co-President, Acacia Financial Group, Inc., dated 
October 10, 2017; Letter to Secretary, Commission, from Cristeena G. 
Naser, Vice President and Senior Counsel, American Bankers 
Association (``ABA''), dated October 10, 2017; Letter to Secretary, 
Commission, from Michael G. Sudsina, President, Sudsina & 
Associates, LLC, dated October 10, 2017; Letter to Secretary, 
Commission, from Marianne F. Edmonds, Senior Managing Director, 
Public Resources Advisory Group (``PRAG''), dated October 10, 2017; 
Letter to Secretary, Commission, from Emily Swenson Brock, Director, 
Federal Liaison Center, Government Finance Officers Association 
(``GFOA''), dated October 10, 2017; Letter to Secretary, Commission, 
from Peter Warms, Senior Manager of Fixed Income, Entity, Regulatory 
Content and Symbology, Bloomberg L.P., dated October 10, 2017; 
Letter to Secretary, Commission, from Dennis Dix, Principal, 
DIXWORKS LLC, dated October 10, 2017; Letter to Secretary, 
Commission, from Stephan Wolf, CEO, Global Legal Entity Identifier 
Foundation (``GLEIF''), dated October 9, 2017. Staff from the Office 
of Municipal Securities discussed the proposed rule change with 
representatives from PFM Financial Advisors LLC and PFM Asset 
Management LLC on October 26, 2017.
    \5\ See Letter from Margaret R. Blake, Associate General 
Counsel, MSRB, to Secretary, SEC, dated November 7, 2017 (``MSRB 
Response Letter''), available at https://www.sec.gov/comments/sr-msrb-2017-06/msrb201706-2674227-161458.pdf.
    \6\ Amendment No. 1 is available at http://www.msrb.org/~/media/
Files/SEC-Filings/2017/MSRB-2017-06-A-1.ashx.
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II. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Amendment

    In response to concerns raised in the comments, the MSRB is 
proposing to amend proposed paragraph Rule G-34(a)(i)(F) of the 
proposed rule change to require dealers (and municipal advisors in a 
competitive sale) seeking to rely on the principles-based exception to 
reasonably believe the purchaser's present intent is to hold the 
municipal securities to maturity ``or earlier redemption or mandatory 
tender.'' \7\ The MSRB believes the proposed rule change should be 
amended to more accurately reflect the terms of direct purchase 
transactions including the potential for earlier redemption or 
mandatory tender.\8\ The MSRB is proposing this same amendment to the 
proposed principles-based exception for dealers from the depository 
eligibility requirements of the rule set forth in proposed subparagraph 
Rule G-34(a)(ii)(A)(3) for consistency.\9\ The MSRB stated that this 
provision would clarify that the depository eligibility requirements of 
Rule G-34(a)(ii)(A) do not apply to municipal securities included in 
the principles-based exception.\10\
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    \7\ See Amendment No. 1.
    \8\ Id.
    \9\ Id.
    \10\ Id.
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    In response to concerns raised in the comments, the MSRB also is 
proposing amending the proposed rule change to

[[Page 54456]]

expand the principles-based exception in proposed paragraph Rule G-
34(a)(i)(F) to include cases where a municipal entity purchases the 
municipal securities with funds that are at least in part proceeds of 
the purchasing entity's issue of municipal obligations, or the 
municipal securities being purchased are used to fully or partially 
secure or pay the purchasing entity's issue of municipal 
obligations.\11\ The MSRB believes that certain sales of municipal 
securities to municipal entities should be excepted from the CUSIP 
number requirements for the same policy reasons underlying the 
principles-based exception for purchases by banks and their non-dealer 
control affiliates.\12\ In particular, the MSRB believes that where a 
municipal entity is purchasing municipal securities using funds that 
are at least in part proceeds of that purchasing entity's issuance of 
other municipal obligations, or where the municipal securities being 
purchased are used to fully or partially secure or pay the purchasing 
entity's issue of municipal obligations, there is a strong expectation 
that the purchase of the underlying municipal securities is intended to 
be held and not traded in the secondary market.\13\ As with the 
exception for dealers (or municipal advisors in a competitive sale) 
engaging in direct purchase transactions of new issue municipal 
securities to banks, the MSRB believes that requiring a CUSIP number in 
these scenarios would not serve the purposes of Rule G-34 to, among 
other things, improve efficiencies in the processing, receiving, 
delivering and safekeeping of municipal securities.\14\ The MSRB also 
believes that, just as in the case of purchases by banks and their non-
dealer control affiliates, for a dealer (or municipal advisor in a 
competitive sale) to rely on the principles-based exception in this 
instance, it would be required to have a reasonable belief (e.g., by 
obtaining a written representation) that the purchasing municipal 
entity has the present intent to hold the municipal securities to 
maturity or earlier redemption or mandatory tender.\15\ The MSRB is 
also proposing this same amendment to the principles-based exception 
for dealers from the depository eligibility requirements of the rule 
set forth in subparagraph Rule G-34(a)(ii)(A).\16\
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    \11\ Id.
    \12\ Id.
    \13\ Id.
    \14\ Id.
    \15\ Id.
    \16\ Id.
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    In response to comments that the principles-based exception should 
apply to all sales of municipal securities from one municipal entity to 
another where a dealer (or municipal advisor in a competitive sale) is 
engaged, the MSRB stated that it disagrees.\17\ The MSRB stated that 
the principles-based exception is meant to facilitate financings by 
permitting the underwriting of new issue municipal securities by 
dealers (or advising by municipal advisors in a competitive sale) 
without requiring application be made for a CUSIP number where such new 
issues are not intended to trade in the secondary market.\18\ However, 
the MSRB stated that it understands that a municipal entity purchasing 
municipal securities for investment purposes may find itself in need of 
liquidity and thus may look to resell those municipal securities into 
the secondary market.\19\ In this instance, the MSRB stated, the holder 
of the municipal securities may find itself unable to readily resell 
the municipal securities because there is no CUSIP number and, based on 
discussions with industry participants, the MSRB stated that it 
understands there is also no established process for obtaining a CUSIP 
number at that late stage for secondary market trading.\20\ The MSRB 
believes that by applying for the CUSIP number on the new issue up 
front, the dealer (or municipal advisor in a competitive sale) avoids 
these potential problems and ensures that this important aspect needed 
for secondary market trading is in place.\21\ As a result, the MSRB 
stated that it does not believe the principles-based exception should 
be expanded to create a generalized private placement exception for all 
sales of municipal securities to another municipal entity where a 
dealer (or a municipal advisor in a competitive sale) is engaged, but 
rather, should be limited as set forth above.\22\
---------------------------------------------------------------------------

    \17\ Id.
    \18\ Id.
    \19\ Id.
    \20\ Id.
    \21\ Id.
    \22\ Id.
---------------------------------------------------------------------------

    The MSRB is proposing to make the proposed rule change effective 
six months after Commission approval and is requesting accelerated 
approval of Amendment No. 1.\23\ The MSRB believes the Commission has 
good cause, pursuant to Section 19(b)(2) of the Act, for granting 
accelerated approval of Amendment No. 1.\24\ The MSRB believes that the 
only substantive change to the proposed rule change is responsive to 
commenters and expands the application of the previously proposed 
principles-based exception to include sales of new issue municipal 
securities to municipal entities that are purchasing the underlying 
municipal securities with funds that are at least in part proceeds of 
the purchasing entity's issue of municipal obligations, or the 
municipal securities being purchased are used to fully or partially 
secure or pay the purchasing entity's issue of municipal 
obligations.\25\ The MSRB believes that the other amendment to the 
proposed rule change merely clarifies that in a direct purchase 
transaction there may be a redemption or mandatory tender that occurs 
prior to the municipal security's maturity.\26\ The MSRB also stated 
that, in light of one of the purposes of the principles-based exception 
in the proposed rule change--to allow dealers and municipal advisors to 
provide services without inhibiting their issuer clients' access to 
certain financings--the revisions are consistent with the proposed rule 
change and are unlikely to be controversial.\27\
---------------------------------------------------------------------------

    \23\ Id.
    \24\ Id.
    \25\ Id.
    \26\ Id.
    \27\ Id.
---------------------------------------------------------------------------

III. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the filing as 
amended by Amendment No. 1 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-2017-06 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-2017-06. 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

[[Page 54457]]

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. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-MSRB-2017-06 and should be submitted on 
or before December 1, 2017.
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    \28\ 17 CFR 200.30-3(a)(12).

    For the Commission, pursuant to delegated authority.\28\
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-24928 Filed 11-16-17; 8:45 am]
 BILLING CODE 8011-01-P



                                                                            Federal Register / Vol. 82, No. 221 / Friday, November 17, 2017 / Notices                                                   54455

                                                IV. Solicitation of Comments                              For the Commission, by the Division of                October 18, 2017, the MSRB granted an
                                                                                                        Trading and Markets, pursuant to delegated              extension of time for the Commission to
                                                  Interested persons are invited to                     authority.13                                            act on the filing until December 15,
                                                submit written data, views and                          Eduardo A. Aleman,                                      2017. On November 7, 2017, the MSRB
                                                arguments concerning the foregoing,                     Assistant Secretary.                                    responded to the comments 5 and filed
                                                including whether the proposed rule                     [FR Doc. 2017–24932 Filed 11–16–17; 8:45 am]            Amendment No. 1 to the proposed rule
                                                change is consistent with the Act.                      BILLING CODE 8011–01–P                                  change (‘‘Amendment No. 1’’). The text
                                                Comments may be submitted by any of                                                                             of Amendment No. 1 is available on the
                                                the following methods:                                                                                          MSRB’s Web site.6 The Commission is
                                                                                                        SECURITIES AND EXCHANGE                                 publishing this notice to solicit
                                                Electronic Comments                                     COMMISSION                                              comments on Amendment No. 1 to the
                                                  • Use the Commission’s Internet                       [Release No. 34–82053; File No. SR–MSRB–                proposed rule change from interested
                                                comment form (http://www.sec.gov/                       2017–06]                                                persons.
                                                rules/sro.shtml); or                                                                                            II. Self-Regulatory Organization’s
                                                                                                        Self-Regulatory Organizations;                          Statement of the Terms of Substance of
                                                  • Send an email to rule-comments@                     Municipal Securities Rulemaking
                                                sec.gov. Please include File No. SR–                                                                            the Proposed Amendment
                                                                                                        Board; Notice of Filing of Amendment
                                                BatsEDGX–2017–47 on the subject line.                   No. 1 to Proposed Rule Change To                           In response to concerns raised in the
                                                                                                        Amend MSRB Rule G–34, on CUSIP                          comments, the MSRB is proposing to
                                                Paper Comments                                                                                                  amend proposed paragraph Rule G–
                                                                                                        Numbers, New Issue, and Market
                                                  • Send paper comments in triplicate                   Information Requirements                                34(a)(i)(F) of the proposed rule change
                                                                                                                                                                to require dealers (and municipal
                                                to Secretary, Securities and Exchange                   November 13, 2017.                                      advisors in a competitive sale) seeking
                                                Commission, 100 F Street NE.,
                                                                                                        I. Introduction                                         to rely on the principles-based
                                                Washington, DC 20549–1090.                                                                                      exception to reasonably believe the
                                                All submissions should refer to File No.                   On August 30, 2017, the Municipal                    purchaser’s present intent is to hold the
                                                SR–BatsEDGX–2017–47. This file                          Securities Rulemaking Board (‘‘MSRB’’)                  municipal securities to maturity ‘‘or
                                                                                                        filed with the Securities and Exchange                  earlier redemption or mandatory
                                                number should be included on the
                                                                                                        Commission (‘‘SEC’’ or ‘‘Commission’’),                 tender.’’ 7 The MSRB believes the
                                                subject line if email is used. To help the
                                                                                                        pursuant to Section 19(b)(1) of the                     proposed rule change should be
                                                Commission process and review your
                                                                                                        Securities Exchange Act of 1934                         amended to more accurately reflect the
                                                comments more efficiently, please use                   (‘‘Exchange Act’’ or ‘‘Act’’) 1 and Rule
                                                only one method. The Commission will                                                                            terms of direct purchase transactions
                                                                                                        19b–4 thereunder,2 a proposed rule                      including the potential for earlier
                                                post all comments on the Commission’s                   change consisting of amendments to                      redemption or mandatory tender.8 The
                                                Internet Web site (http://www.sec.gov/                  Rule G–34 on CUSIP numbers, new                         MSRB is proposing this same
                                                rules/sro.shtml). Copies of the                         issue, and market information                           amendment to the proposed principles-
                                                submission, all subsequent                              requirements. The proposed rule change                  based exception for dealers from the
                                                amendments, all written statements                      was published for comment in the                        depository eligibility requirements of
                                                with respect to the proposed rule                       Federal Register on September 18,                       the rule set forth in proposed
                                                change that are filed with the                          2017.3 The Commission received eleven                   subparagraph Rule G–34(a)(ii)(A)(3) for
                                                Commission, and all written                             comment letters on the proposal.4 On                    consistency.9 The MSRB stated that this
                                                communications relating to the                                                                                  provision would clarify that the
                                                proposed rule change between the                          13 17  CFR 200.30–3(a)(12).                           depository eligibility requirements of
                                                                                                          1 15  U.S.C. 78s(b)(1).
                                                Commission and any person, other than                      2 17 CFR 240.19b–4.
                                                                                                                                                                Rule G–34(a)(ii)(A) do not apply to
                                                those that may be withheld from the                        3 Exchange Act Release No. 81595 (September 13,
                                                                                                                                                                municipal securities included in the
                                                public in accordance with the                           2017), 82 FR 43587 (‘‘Notice’’). The comment            principles-based exception.10
                                                provisions of 5 U.S.C. 552, will be                     period closed on October 10, 2017.                         In response to concerns raised in the
                                                available for Web site viewing and                         4 See Letter to Secretary, Commission, from Leslie   comments, the MSRB also is proposing
                                                printing in the Commission’s Public                     M. Norwood, Managing Director and Associate             amending the proposed rule change to
                                                                                                        General Counsel, Securities Industry and Financial
                                                Reference Room, 100 F Street NE.,                       Markets Association (‘‘SIFMA’’), dated October 10,
                                                                                                                                                                Income, Entity, Regulatory Content and Symbology,
                                                Washington, DC 20549, on official                       2017; Letter to Secretary, Commission, from Susan
                                                                                                                                                                Bloomberg L.P., dated October 10, 2017; Letter to
                                                business days between the hours of                      Gaffney, Executive Director, National Association of
                                                                                                                                                                Secretary, Commission, from Dennis Dix, Principal,
                                                                                                        Municipal Advisors (‘‘NAMA’’), dated October 10,
                                                10:00 a.m. and 3:00 p.m. Copies of such                                                                         DIXWORKS LLC, dated October 10, 2017; Letter to
                                                                                                        2017; Letter to Secretary, Commission, from Steve
                                                                                                                                                                Secretary, Commission, from Stephan Wolf, CEO,
                                                filing will also be available for                       Apfelbacher, President, EHLERS Inc., dated October
                                                                                                                                                                Global Legal Entity Identifier Foundation
                                                inspection and copying at the principal                 10, 2017; Letter to Secretary, Commission, from
                                                                                                                                                                (‘‘GLEIF’’), dated October 9, 2017. Staff from the
                                                                                                        Noreen P. White, Co-President, and Kim W.
                                                office of the Exchange. All comments                    Whelan, Co-President, Acacia Financial Group, Inc.,
                                                                                                                                                                Office of Municipal Securities discussed the
                                                                                                                                                                proposed rule change with representatives from
                                                received will be posted without change.                 dated October 10, 2017; Letter to Secretary,            PFM Financial Advisors LLC and PFM Asset
                                                Persons submitting comments are                         Commission, from Cristeena G. Naser, Vice               Management LLC on October 26, 2017.
                                                                                                        President and Senior Counsel, American Bankers
                                                cautioned that we do not redact or edit                 Association (‘‘ABA’’), dated October 10, 2017;
                                                                                                                                                                   5 See Letter from Margaret R. Blake, Associate

                                                personal identifying information from                                                                           General Counsel, MSRB, to Secretary, SEC, dated
                                                                                                        Letter to Secretary, Commission, from Michael G.
                                                                                                                                                                November 7, 2017 (‘‘MSRB Response Letter’’),
                                                comment submissions. You should                         Sudsina, President, Sudsina & Associates, LLC,
sradovich on DSK3GMQ082PROD with NOTICES




                                                                                                                                                                available at https://www.sec.gov/comments/sr-msrb-
                                                submit only information that you wish                   dated October 10, 2017; Letter to Secretary,
                                                                                                                                                                2017-06/msrb201706-2674227-161458.pdf.
                                                                                                        Commission, from Marianne F. Edmonds, Senior
                                                to make available publicly. All                         Managing Director, Public Resources Advisory
                                                                                                                                                                   6 Amendment No. 1 is available at http://

                                                submissions should refer to File No.                                                                            www.msrb.org/∼/media/Files/SEC-Filings/2017/
                                                                                                        Group (‘‘PRAG’’), dated October 10, 2017; Letter to
                                                                                                                                                                MSRB-2017-06-A-1.ashx.
                                                SR–BatsEDGX–2017–47 and should be                       Secretary, Commission, from Emily Swenson Brock,           7 See Amendment No. 1.
                                                                                                        Director, Federal Liaison Center, Government
                                                submitted on or before December 8,                      Finance Officers Association (‘‘GFOA’’), dated
                                                                                                                                                                   8 Id.

                                                2017.                                                   October 10, 2017; Letter to Secretary, Commission,         9 Id.

                                                                                                        from Peter Warms, Senior Manager of Fixed                  10 Id.




                                           VerDate Sep<11>2014   18:32 Nov 16, 2017   Jkt 244001   PO 00000   Frm 00140   Fmt 4703   Sfmt 4703   E:\FR\FM\17NON1.SGM    17NON1


                                                54456                       Federal Register / Vol. 82, No. 221 / Friday, November 17, 2017 / Notices

                                                expand the principles-based exception                      In response to comments that the                   responsive to commenters and expands
                                                in proposed paragraph Rule G–                           principles-based exception should                     the application of the previously
                                                34(a)(i)(F) to include cases where a                    apply to all sales of municipal securities            proposed principles-based exception to
                                                municipal entity purchases the                          from one municipal entity to another                  include sales of new issue municipal
                                                municipal securities with funds that are                where a dealer (or municipal advisor in               securities to municipal entities that are
                                                at least in part proceeds of the                        a competitive sale) is engaged, the                   purchasing the underlying municipal
                                                purchasing entity’s issue of municipal                  MSRB stated that it disagrees.17 The                  securities with funds that are at least in
                                                obligations, or the municipal securities                MSRB stated that the principles-based                 part proceeds of the purchasing entity’s
                                                being purchased are used to fully or                    exception is meant to facilitate                      issue of municipal obligations, or the
                                                partially secure or pay the purchasing                  financings by permitting the                          municipal securities being purchased
                                                entity’s issue of municipal obligations.11              underwriting of new issue municipal                   are used to fully or partially secure or
                                                The MSRB believes that certain sales of                 securities by dealers (or advising by                 pay the purchasing entity’s issue of
                                                municipal securities to municipal                       municipal advisors in a competitive                   municipal obligations.25 The MSRB
                                                entities should be excepted from the                    sale) without requiring application be                believes that the other amendment to
                                                CUSIP number requirements for the                       made for a CUSIP number where such                    the proposed rule change merely
                                                same policy reasons underlying the                      new issues are not intended to trade in               clarifies that in a direct purchase
                                                principles-based exception for                          the secondary market.18 However, the                  transaction there may be a redemption
                                                purchases by banks and their non-dealer                 MSRB stated that it understands that a                or mandatory tender that occurs prior to
                                                control affiliates.12 In particular, the                municipal entity purchasing municipal                 the municipal security’s maturity.26 The
                                                MSRB believes that where a municipal                    securities for investment purposes may                MSRB also stated that, in light of one of
                                                entity is purchasing municipal                          find itself in need of liquidity and thus             the purposes of the principles-based
                                                securities using funds that are at least in             may look to resell those municipal                    exception in the proposed rule change—
                                                part proceeds of that purchasing entity’s               securities into the secondary market.19               to allow dealers and municipal advisors
                                                issuance of other municipal obligations,                In this instance, the MSRB stated, the                to provide services without inhibiting
                                                or where the municipal securities being                 holder of the municipal securities may                their issuer clients’ access to certain
                                                purchased are used to fully or partially                find itself unable to readily resell the              financings—the revisions are consistent
                                                secure or pay the purchasing entity’s                   municipal securities because there is no              with the proposed rule change and are
                                                issue of municipal obligations, there is                CUSIP number and, based on                            unlikely to be controversial.27
                                                a strong expectation that the purchase of               discussions with industry participants,
                                                                                                                                                              III. Solicitation of Comments
                                                the underlying municipal securities is                  the MSRB stated that it understands
                                                                                                        there is also no established process for                 Interested persons are invited to
                                                intended to be held and not traded in
                                                                                                        obtaining a CUSIP number at that late                 submit written data, views, and
                                                the secondary market.13 As with the
                                                                                                        stage for secondary market trading.20                 arguments concerning the foregoing,
                                                exception for dealers (or municipal
                                                                                                        The MSRB believes that by applying for                including whether the filing as amended
                                                advisors in a competitive sale) engaging
                                                                                                        the CUSIP number on the new issue up                  by Amendment No. 1 is consistent with
                                                in direct purchase transactions of new
                                                                                                        front, the dealer (or municipal advisor               the Act. Comments may be submitted by
                                                issue municipal securities to banks, the
                                                                                                        in a competitive sale) avoids these                   any of the following methods:
                                                MSRB believes that requiring a CUSIP
                                                number in these scenarios would not                     potential problems and ensures that this              Electronic Comments
                                                                                                        important aspect needed for secondary
                                                serve the purposes of Rule G–34 to,
                                                                                                        market trading is in place.21 As a result,              • Use the Commission’s Internet
                                                among other things, improve                                                                                   comment form (http://www.sec.gov/
                                                efficiencies in the processing, receiving,              the MSRB stated that it does not believe
                                                                                                        the principles-based exception should                 rules/sro.shtml); or
                                                delivering and safekeeping of municipal                                                                         • Send an email to rule-comments@
                                                securities.14 The MSRB also believes                    be expanded to create a generalized
                                                                                                                                                              sec.gov. Please include File Number SR–
                                                that, just as in the case of purchases by               private placement exception for all sales
                                                                                                                                                              MSRB–2017–06 on the subject line.
                                                banks and their non-dealer control                      of municipal securities to another
                                                affiliates, for a dealer (or municipal                  municipal entity where a dealer (or a                 Paper Comments
                                                                                                        municipal advisor in a competitive sale)                • Send paper comments in triplicate
                                                advisor in a competitive sale) to rely on
                                                                                                        is engaged, but rather, should be limited             to Secretary, Securities and Exchange
                                                the principles-based exception in this
                                                                                                        as set forth above.22                                 Commission, 100 F Street NE.,
                                                instance, it would be required to have
                                                                                                           The MSRB is proposing to make the                  Washington, DC 20549.
                                                a reasonable belief (e.g., by obtaining a
                                                                                                        proposed rule change effective six                    All submissions should refer to File
                                                written representation) that the
                                                                                                        months after Commission approval and                  Number SR–MSRB–2017–06. This file
                                                purchasing municipal entity has the
                                                                                                        is requesting accelerated approval of                 number should be included on the
                                                present intent to hold the municipal
                                                                                                        Amendment No. 1.23 The MSRB                           subject line if email is used. To help the
                                                securities to maturity or earlier
                                                                                                        believes the Commission has good                      Commission process and review your
                                                redemption or mandatory tender.15 The
                                                                                                        cause, pursuant to Section 19(b)(2) of                comments more efficiently, please use
                                                MSRB is also proposing this same                        the Act, for granting accelerated
                                                amendment to the principles-based                                                                             only one method. The Commission will
                                                                                                        approval of Amendment No. 1.24 The                    post all comments on the Commission’s
                                                exception for dealers from the                          MSRB believes that the only substantive
                                                depository eligibility requirements of                                                                        Internet Web site (http://www.sec.gov/
                                                                                                        change to the proposed rule change is                 rules/sro.shtml). Copies of the
                                                the rule set forth in subparagraph Rule
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                                                G–34(a)(ii)(A).16                                         17 Id.
                                                                                                                                                              submission, all subsequent
                                                                                                          18 Id.                                              amendments, all written statements
                                                  11 Id.                                                  19 Id.                                              with respect to the proposed rule
                                                  12 Id.                                                  20 Id.                                              change that are filed with the
                                                  13 Id.                                                  21 Id.
                                                  14 Id.                                                  22 Id.                                                25 Id.
                                                  15 Id.                                                  23 Id.                                                26 Id.
                                                  16 Id.                                                  24 Id.                                                27 Id.




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                                                                            Federal Register / Vol. 82, No. 221 / Friday, November 17, 2017 / Notices                                                      54457

                                                Commission, and all written                             I. Self-Regulatory Organization’s                      contributions, certain financial benefits
                                                communications relating to the                          Statement of the Terms of Substance of                 are provided to a QMM with respect to
                                                proposed rule change between the                        the Proposed Rule Change                               its order activity, as described under
                                                Commission and any person, other than                      The Exchange proposes to (1) change                 Rule 7014(e). For example, Nasdaq will
                                                those that may be withheld from the                     the volume requirement for purposes of                 provide QMMs a rebate per share
                                                public in accordance with the                           determining eligibility for a transaction              executed with respect to all other
                                                provisions of 5 U.S.C. 552, will be                     fee under the Qualified Market Maker                   displayed orders (other than Designated
                                                available for Web site viewing and                      Program; and (2) eliminate one of the                  Retail Orders, as defined in Rule 7018)
                                                printing in the Commission’s Public                     tiers of the Nasdaq Growth Program.                    in securities priced at $1 or more per
                                                Reference Room, 100 F Street NE.,                          The text of the proposed rule change                share that provide liquidity and were for
                                                Washington, DC 20549 on official                        is available on the Exchange’s Web site                securities listed on the New York Stock
                                                business days between the hours of                      at http://nasdaq.cchwallstreet.com/, at                Exchange LLC (‘‘NYSE’’), securities
                                                                                                        the principal office of the Exchange, and              listed on exchanges other than Nasdaq
                                                10:00 a.m. and 3:00 p.m. Copies of the
                                                                                                        at the Commission’s Public Reference                   and NYSE, or securities listed on
                                                filing also will be available for
                                                                                                        Room.                                                  Nasdaq.
                                                inspection and copying at the principal                                                                           Nasdaq also charges QMMs a lower
                                                office of the MSRB. All comments                        II. Self-Regulatory Organization’s                     rate for executions of orders in
                                                received will be posted without change.                 Statement of the Purpose of, and                       securities priced at $1 or more per share
                                                Persons submitting comments are                         Statutory Basis for, the Proposed Rule                 that access liquidity on the Nasdaq
                                                cautioned that we do not redact or edit                 Change                                                 Market Center.4 Under Rule 7014(e), the
                                                personal identifying information from                                                                          Exchange charges a QMM $0.0030 per
                                                                                                           In its filing with the Commission, the
                                                comment submissions. You should                                                                                share executed for removing liquidity
                                                                                                        Exchange included statements
                                                submit only information that you wish                                                                          on Nasdaq in Nasdaq-listed securities
                                                                                                        concerning the purpose of and basis for
                                                to make available publicly. All                         the proposed rule change and discussed                 priced at $1 or more. The Exchange also
                                                submissions should refer to File                        any comments it received on the                        charges a QMM $0.00295 per share
                                                Number SR–MSRB–2017–06 and should                       proposed rule change. The text of these                executed for removing liquidity on
                                                be submitted on or before December 1,                   statements may be examined at the                      Nasdaq in securities priced at $1 or
                                                2017.                                                   places specified in Item IV below. The                 more per share that are listed on
                                                                                                        Exchange has prepared summaries, set                   exchanges other than Nasdaq, if the
                                                  For the Commission, pursuant to delegated
                                                                                                        forth in sections A, B, and C below, of                QMM’s volume of liquidity added
                                                authority.28
                                                                                                                                                               through one or more of its Nasdaq
                                                Eduardo A. Aleman,                                      the most significant aspects of such
                                                                                                                                                               Market Center MPIDs during the month
                                                Assistant Secretary.
                                                                                                        statements.
                                                                                                                                                               (as a percentage of Consolidated
                                                [FR Doc. 2017–24928 Filed 11–16–17; 8:45 am]            A. Self-Regulatory Organization’s                      Volume) is not less than 0.80%.5 For a
                                                BILLING CODE 8011–01–P                                  Statement of the Purpose of, and                       QMM that meets the criteria of Tier 2,6
                                                                                                        Statutory Basis for, the Proposed Rule                 the Exchange assesses a charge of
                                                                                                        Change                                                 $0.0029 per share executed for removing
                                                SECURITIES AND EXCHANGE                                                                                        liquidity in securities priced at $1 or
                                                                                                        1. Purpose
                                                COMMISSION                                                                                                     more per share listed on exchanges
                                                                                                           The purpose of the proposed rule                    other than Nasdaq if the QMM has a
                                                                                                        change is to amend the Exchange’s                      combined Consolidated Volume (adding
                                                [Release No. 34–82062; File No. SR–
                                                                                                        transaction fees at Rule 7014 to (1)                   and removing liquidity) of at least 3.7%.
                                                NASDAQ–2017–119]
                                                                                                        change the volume requirement for                         Nasdaq is now proposing to change
                                                Self-Regulatory Organizations; The                      purposes of determining eligibility for a              the volume threshold needed to qualify
                                                Nasdaq Stock Market LLC; Notice of                      transaction fee under the Qualified                    for the transaction fee of $0.00295 per
                                                                                                        Market Maker (‘‘QMM’’) Program; and                    share executed for non-Nasdaq-listed
                                                Filing and Immediate Effectiveness of
                                                                                                        (2) eliminate one of the tiers of the                  securities for removing liquidity on
                                                Proposed Rule Change To Amend Rule
                                                                                                        Nasdaq Growth Program.                                 Nasdaq in securities priced at $1 or
                                                7014                                                                                                           more. Currently, the QMM’s volume of
                                                                                                        QMM Program
                                                November 13, 2017.                                                                                             liquidity added through one or more of
                                                                                                           A QMM is a member that makes a                      its Nasdaq Market Center MPIDs during
                                                   Pursuant to Section 19(b)(1) of the                  significant contribution to market
                                                Securities Exchange Act of 1934                         quality by providing liquidity at the                    4 See  Rule 7014(e).
                                                (‘‘Act’’),1 and Rule 19b–4 thereunder,2                 national best bid and offer (‘‘NBBO’’) in                5 As  set forth in Rule 7014(h), the term
                                                notice is hereby given that on November                 a large number of stocks for a significant             ‘‘Consolidated Volume’’ has the same meaning as
                                                                                                                                                               the term has under Rule 7018(a). That term is
                                                1, 2017, The Nasdaq Stock Market LLC                    portion of the day.3 In addition, the                  defined in Rule 7018(a) to mean ‘‘the total
                                                (‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the             member must avoid imposing the                         consolidated volume reported to all consolidated
                                                Securities and Exchange Commission                      burdens on Nasdaq and its market                       transaction reporting plans by all exchanges and
                                                (‘‘SEC’’ or ‘‘Commission’’) the proposed                                                                       trade reporting facilities during a month in equity
                                                                                                        participants that may be associated with               securities, excluding executed orders with a size of
                                                rule change as described in Items I, II,                excessive rates of entry of orders away                less than one round lot. For purposes of calculating
                                                and III below, which Items have been                    from the inside and/or order                           Consolidated Volume and the extent of a member’s
                                                                                                                                                               trading activity the date of the annual reconstitution
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                                                prepared by the Exchange. The                           cancellation. The designation reflects
                                                                                                                                                               of the Russell Investments Indexes shall be
                                                Commission is publishing this notice to                 the QMM’s commitment to provide                        excluded from both total Consolidated Volume and
                                                solicit comments on the proposed rule                   meaningful and consistent support to                   the member’s trading activity.’’
                                                change from interested persons.                         market quality and price discovery by                     6 As set forth in Rule 7014(e), the QMM Tier 2

                                                                                                        extensive quoting at the NBBO in a large               qualification criteria requires a QMM to execute
                                                                                                                                                               shares of liquidity provided in all securities through
                                                  28 17 CFR 200.30–3(a)(12).                            number of securities. In return for its                one or more of its Nasdaq Market Center MPIDs that
                                                  1 15 U.S.C. 78s(b)(1).                                                                                       represent above 0.90% of Consolidated Volume
                                                  2 17 CFR 240.19b–4.                                     3 See   Rule 7014(d).                                during the month.



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Document Created: 2017-11-17 05:14:59
Document Modified: 2017-11-17 05:14:59
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 Citation82 FR 54455 

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