83_FR_29978 83 FR 29855 - Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To, Among Other Things, Amend MSRB Rule G-3 To Restructure the MSRB's Current Municipal Securities Representative Qualification Examination and Harmonize Certain MSRB Qualification Requirements With FINRA Rules

83 FR 29855 - Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To, Among Other Things, Amend MSRB Rule G-3 To Restructure the MSRB's Current Municipal Securities Representative Qualification Examination and Harmonize Certain MSRB Qualification Requirements With FINRA Rules

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 123 (June 26, 2018)

Page Range29855-29861
FR Document2018-13619

Federal Register, Volume 83 Issue 123 (Tuesday, June 26, 2018)
[Federal Register Volume 83, Number 123 (Tuesday, June 26, 2018)]
[Notices]
[Pages 29855-29861]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-13619]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-83483; File No. SR-MSRB-2018-04]


Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule 
Change To, Among Other Things, Amend MSRB Rule G-3 To Restructure the 
MSRB's Current Municipal Securities Representative Qualification 
Examination and Harmonize Certain MSRB Qualification Requirements With 
FINRA Rules

June 20, 2018.
    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 June 8, 2018 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 rule change to amend 
MSRB Rule G-3, on professional qualification requirements, to (i) 
restructure the MSRB's current Municipal Securities Representative 
Qualification Examination (``Series 52''); (ii) harmonize certain MSRB 
qualification requirements with the Financial Industry Regulatory 
Authority's (``FINRA'') rule change to make modifications to its 
representative-level qualification program, consolidate NASD and 
Incorporated NYSE registration and qualification rules, and amend its 
continuing education (``CE'') requirements (hereinafter ``FINRA's 
consolidated rule change''); \3\ and (iii) make technical changes to 
Rule G-3 (collectively the ``proposed rule change''). The MSRB has 
filed the proposed rule change for immediate effectiveness pursuant to 
Section 19(b)(3)(A) of the Act \4\ and Rule 19b-4(f)(6) \5\ thereunder. 
The MSRB proposes an operative date of October 1, 2018, to coincide 
with the effective date of FINRA's consolidated rule change.
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    \3\ On July 7, 2017, the SEC approved FINRA's consolidated rule 
change to: (1) restructure FINRA's representative-level 
qualification examination program; (2) adopt amendments to 
consolidate NASD and Incorporated NYSE rules as FINRA's consolidated 
qualification and registration rules; and (3) amend FINRA's CE 
requirements. See Exchange Act Release No. 81098 (July 7, 2017), 82 
FR 32419 (July 13, 2017) (SR-FINRA-2017-007).
    \4\ 15 U.S.C. 78s(b)(3)(A).
    \5\ 17 CFR 240.19b-4(f)(6).
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    The text of the proposed rule change is available on the MSRB's 
website at www.msrb.org/Rules-and-Interpretations/SEC-Filings/2018-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
    MSRB The MSRB is charged with setting professional qualification 
standards for brokers, dealers, and municipal securities dealers 
(``dealers''), and municipal advisors. Specifically, Section 
15B(b)(2)(A) of the Act authorizes the MSRB to prescribe ``standards of 
training, experience, competence, and such other qualifications as the 
Board finds necessary or appropriate in the public interest or for the 
protection of investors and municipal entities or obligated persons.'' 
\6\ Section 15B(b)(2)(A)(iii) of the Act also provides that the Board 
may appropriately classify associated persons of dealers and municipal 
advisors and require persons in any such class to pass tests prescribed 
by the Board.\7\ Accordingly, over the years, the MSRB has adopted 
professional qualification standards to ensure that associated persons 
of dealers and municipal advisors attain and maintain specified levels 
of competence and knowledge for each classification category. The 
purpose of the proposed rule change is to generally harmonize Rule G-3 
with approved amendments to

[[Page 29856]]

FINRA's professional qualification and registration rules in 
furtherance of promoting regulatory consistency with respect to 
qualification requirements. To that end, the MSRB is proposing to (i) 
require the Securities Industry Essentials (SIE) examination as a 
prerequisite for the Series 52 examination; (ii) restructure the Series 
52 examination into a specialized knowledge examination; (iii) amend 
Rule G-3 to further harmonize with FINRA's consolidated rule change by 
providing for permissive registrations and relief to individuals from 
having to requalify by examination by recognizing the financial 
services affiliate (``FSA'') waiver program; and (iv) make other 
amendments that are technical in nature.
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    \6\ See 15 U.S.C. 78o-4(b)(2)(A).
    \7\ See 15 U.S.C. 78o-4(b)(2)(A)(iii).
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Background
    FINRA's consolidated rule change reflected a multi-year effort to 
not only create a consolidated FINRA rulebook, but to create the SIE 
and tailored, specialized knowledge examinations for its particular 
registration categories, and also to enhance its registration rules to 
afford firms greater flexibility to develop and maintain a depth of 
registered associated persons with professional qualifications. The 
consolidated rule change began, in part, in December 2009, with the 
publication of FINRA Regulatory Notice 09-70 \8\ requesting comment on, 
among other things: (i) Revising the categories of permissive 
registrations to allow any associated person to obtain and maintain any 
registration permitted by the member; and (ii) establishing a process 
by which a person working for a financial services affiliate of a 
member would be permitted to re-associate with a member without having 
to meet the necessary qualification requirements.\9\
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    \8\ See Regulatory Notice 09-70 (FINRA Requests Comment on 
Proposed Consolidated FINRA Rules Governing Registration and 
Qualification Requirements) (December 2009).
    \9\ FINRA received over 20 comments in response to Regulatory 
Notice 09-70.
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    In May 2015, in connection with its continued efforts to streamline 
its registration and qualification rules, FINRA published Regulatory 
Notice 15-20 \10\ seeking comment on a proposal to restructure its 
representative-level qualification examination program. The 
restructured program consists of the SIE examination paired with 
specialized knowledge examinations for specific representative-level 
qualifications. The SIE examination is designed to cover fundamental 
knowledge that is commonly tested across the representative-level 
examinations, such as product knowledge, functions of the regulatory 
agencies, and structure of the securities markets. Each specialized 
knowledge examination would test knowledge of concepts and rules 
specifically corresponding to a particular representative-level 
qualification.
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    \10\ See Regulatory Notice 15-20 (FINRA Requests Comment on a 
Concept Proposal to Restructure the Representative-Level 
Qualification Examination Program) (May 2015). FINRA received over 
20 comments in response to Regulatory Notice 15-20.
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    In March 2017, FINRA's consolidated rule change was filed with the 
SEC to: (i) Consolidate, with amendments, the NASD and Incorporated 
NYSE qualification and registration rules; (ii) restructure FINRA's 
representative-level qualification examination program with the 
creation of the SIE; and (iii) amend FINRA's CE requirements. All 
proposed amendments were subject to notice and comment through FINRA's 
previous requests for comments. FINRA's proposed rule change was 
published for comment in the Federal Register on April 10, 2017; the 
SEC received 18 comments in response to the proposal, which FINRA 
responded to on June 26, 2017.\11\ The SEC found that the proposal was 
consistent with the requirements of the Exchange Act and the rules and 
regulations thereunder and approved FINRA's proposed rule changes.\12\ 
Thereafter, FINRA announced that its consolidated rule change would 
become effective on October 1, 2018 in Regulatory Notice 17-30 (October 
2017).
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    \11\ The SEC received another comment letter in response to 
FINRA's response to comments. See Letter from Michele Van Tassel, 
President, Association of Registration Management, to Afshin 
Atabaki, Associate General Counsel, Financial Industry Regulatory 
Authority (July 21, 2017).
    \12\ Specifically, the Commission found that the proposed rule 
change was consistent with Section 15A(b)(6) of the Exchange Act, 15 
U.S.C. 78o-3(b)(6), which requires, among other things, that FINRA 
rules be designed to prevent fraudulent and manipulative acts and 
practices, to promote just and equitable principles of trade, and, 
in general, to protect investors and the public interest and Section 
15(A)(g)(3) of the Exchange Act, 15 U.S.C. 78o-3(g)(3), which 
authorizes FINRA to prescribe standards of training, experience, and 
competence for persons associated with FINRA members.
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    The MSRB conducted a review of its qualifications program to 
determine where it was appropriate to harmonize with FINRA's 
consolidated rule change. Provided below is a detailed description of 
the proposed amendments to Rule G-3.
Description of the Proposed Amendments to Rule G-3--Designed To Promote 
Regulatory Consistency With FINRA's Consolidated Rule Change
Permissive Registrations
    FINRA's consolidated rule change expanded the scope of permissive 
registrations under NASD Rules 1021 and 1031 to eliminate a constraint 
that only certain associated persons of a member could obtain 
permissive registrations and to codify such provisions as FINRA Rule 
1210.02. Specifically, as approved, FINRA Rule 1210.02 allows any 
associated person of a member to obtain and maintain any registration 
permitted by the member irrespective of the functional role of the 
person at the firm. In addition, FINRA Rule 1210.02 provides that a 
person maintaining a permissive registration would be deemed a 
registered person of the firm and be assigned an appropriately 
registered supervisor who would be responsible for periodically 
contacting such individual's direct supervisor to verify that the 
individual is not engaging in activities outside the scope of his or 
her current role.\13\ The individual would nevertheless be subject to 
all FINRA rules to the extent relevant to their activities.\14\
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    \13\ An individual's day-to-day supervisor may be a non-
registered person, however an appropriately registered supervisor 
would be responsible for periodic check-ins to make sure that the 
individual is not acting outside the scope of his or her assigned 
functions.
    \14\ For example, FINRA rules that relate to interactions with 
customers would not be applicable to the conduct of a permissively-
registered individual who does not have any customer contact.
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    The MSRB is proposing to amend Rule G-3 to adopt Supplementary 
Material .03 that would similarly allow dealers to have any associated 
person at a dealer maintain certain MSRB qualifications. More 
specifically, any individual associated with a dealer would be allowed, 
if permitted by the dealer, to obtain and maintain a registration as a 
municipal securities representative, a municipal securities principal 
or a municipal fund securities limited principal. Additionally, 
proposed Supplementary Material .03 would make clear that individuals 
maintaining permissive registrations pursuant to Rule G-3 would be 
considered qualified persons and, to the extent relevant to the 
person's activities, the person would be subject to applicable MSRB 
rules.\15\ The MSRB recognizes that allowing dealers to

[[Page 29857]]

maintain permissive qualifications for associated persons would support 
a greater regulatory understanding of the municipal securities market 
by persons currently in capacities not requiring a qualification 
classification, and would further develop the knowledge and skills of 
qualified persons, as it relates to the municipal securities market, by 
allowing permissive qualifications specific to the municipal securities 
business. Additionally, by harmonizing with FINRA's related rule on 
permissive registrations, the industry is afforded the opportunity to 
continue to develop a robust workforce and a depth of associated 
persons holding professional qualifications for purposes of better 
managing unanticipated staffing changes.
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    \15\ At this time, the MSRB does not believe it is necessary to 
be prescriptive in this area and identify each potential rule that a 
permissively-qualified person would be subject to based on a 
particular set of activities. For example, the MSRB notes that a 
rule such as Rule G-47, on time of trade disclosure, would have very 
little application to a person holding a permissive qualification 
who does not have customer contact regarding the purchase or sale of 
municipal securities. Bearing that in mind, a facts and 
circumstances analysis would apply as to the securities laws and 
regulations applicable to persons holding permissive qualifications, 
and such a determination would need to be made by the dealer, as 
part of its supervisory obligations, under Rule G-27.
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FSA-Waiver Program
    FINRA's consolidated rule change adopted Rule 1210.09, which 
established a waiver program for any individual registered with a 
member who subsequently leaves the firm to work for a financial 
services industry affiliate of a member,\16\ whereby, upon re-
association with a member, an individual may be granted a waiver from 
having to requalify by examination (``FSA-waiver''). In order to be 
granted a waiver under FINRA Rule 1210.09, an individual must be 
initially designated as FSA-eligible at the time the individual 
terminates association with a member and the individual must have 
satisfied the criteria, under FINRA Rule 1210.09 for an FSA-waiver.
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    \16\ The term ``financial services industry affiliate of a 
member'' as defined under FINRA Rule 1210.09 is ``a legal entity 
that controls, is controlled by or is under common control with a 
member and is regulated by the SEC, CFTC, state securities 
authorities, federal or state banking authorities, state insurance 
authorities, or substantially equivalent foreign regulatory 
authorities.''
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    Additionally, under FINRA Rule 1210.09, to be eligible for an 
initial designation as an FSA-eligible person by a FINRA member, an 
individual must have been registered for a total of five years within 
the most recent 10-year period prior to the designation. Once 
designated as FSA-eligible, the individual is eligible for an FSA-
waiver for up to seven years, so long as the individual is continuously 
working for a financial services industry affiliate of a member and 
other conditions are satisfied.
    Pursuant to FINRA Rule 1240, during the period an FSA-eligible 
person is working for a financial services industry affiliate, the 
person is required to complete the Regulatory Element portion of CE 
that correlates with such person's most recent registration category 
and based on the same CE cycle had the person remained registered. 
Consequently, a person loses the ability to qualify for an FSA-waiver 
if such person fails to complete the mandatory Regulatory Element 
portion of CE. FINRA Rule 1210.09 provides that once an FSA-eligible 
person re-associates with a FINRA member, the firm can file a Form U4 
(Uniform Application for Securities Industry Registration or Transfer) 
and request that the individual's prior FINRA registration(s) be 
reinstated without having to requalify by examination.
    The MSRB is proposing to amend Rule G-3 to adopt Supplementary 
Material .04 that would allow a municipal securities representative, 
municipal securities principal and/or a municipal fund securities 
limited principal \17\ to be eligible for a waiver from having to 
requalify by examination, for such MSRB qualifications, if the 
following conditions are met:
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    \17\ An individual who has passed the Municipal Securities 
Representative Qualification Examination (Series 52), Municipal 
Securities Principal Qualification Examination (Series 53) and 
Municipal Fund Securities Limited Principal Qualification 
Examination (Series 51), respectively.
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    1. An individual must have been registered with a dealer for a 
total of five years within the most recent 10-year period prior to 
working for a financial services industry affiliate, which shall be a 
legal entity that controls, is controlled by or is under common control 
with a dealer and is regulated by the SEC, CFTC, state securities 
authorities, federal or state banking authorities, state insurance 
authorities, or substantially equivalent foreign regulatory 
authorities.
    2. The individual has continuously worked for a financial services 
industry affiliate(s) of a dealer since terminating association with a 
dealer;
    3. The individual has completed the Regulatory Element portion of 
CE consistent with the requirements under Rule G-3(i)(i)(A) based on 
the person's most recent registration status and such CE has been 
completed based on the same cycle, as if the person had remained 
registered;
    4. The individual does not have any pending or adverse regulatory 
matters, or terminations and has not otherwise been subject to a 
statutory disqualification while working for a financial services 
industry affiliate(s) of a dealer; and
    5. The waiver request is made within seven years of the 
individual's initial designation as an FSA-eligible person.
    The MSRB is also proposing to amend Rule G-3(h)(i) to provide that 
associated persons that have met the conditions under Supplementary 
Material .04 shall be granted an FSA-waiver consistent with Rule G-
3(h)(i)(A) and (B). Providing for such waivers allows associated 
persons of dealers a greater opportunity to enhance their financial 
services industry knowledge without having to requalify by examination 
each time a person decides to explore different career opportunities 
with a financial services industry affiliate of a dealer.
Qualified Persons Functioning as Principals for a Limited Period
    Currently Rule G-3(b)(ii)(D) provides that an individual qualified 
as a municipal securities representative, general securities 
representative or general securities principal may function as a 
municipal securities principal for a period of 90 days before passing 
the Series 53 exam; and pursuant to Rule G-3(b)(iv)(B)(4) an individual 
qualified as a general securities representative, investment company/
variable contracts limited representative, general securities principal 
or investment company/variable contracts limited principal may function 
as a municipal fund securities limited principal for a period of 90 
days before passing the Series 51 exam. In addition, Rule G-3(c)(ii)(D) 
provides that an individual qualified as a municipal securities 
representative, general securities representative or general securities 
principal may function as a municipal securities sales principal for a 
period of 90 days before passing the General Securities Sales 
Supervisory Qualification Examination (Series 9/10).
    FINRA's consolidated rule change modified a similar FINRA provision 
\18\ permitting a registered person of a member to function as a 
principal before passing the applicable principal examination, 
increasing the time period from 90 calendar days to 120 calendar days, 
to better align the time frame with the current examination enrollment 
window.\19\ In addition, FINRA imposed an experience requirement 
providing that a registered person must have at least 18 months of 
experience functioning as a registered representative within the five-
year period immediately prior to being permitted to function as a 
principal,

[[Page 29858]]

without the applicable principal qualification examination.
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    \18\ FINRA's consolidated rule change amended NASD Rule 1021 as 
FINRA Rule 1210.04.
    \19\ An examination enrollment window is the timeframe between a 
person registering for a professional qualification examination and 
taking the examination.
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    Accordingly, the MSRB is proposing to amend Rule G-3(b) and (c) to 
extend the limited time period in which a person could function as a 
principal without being qualified with a principal examination, 
assuming other qualification requirements are met, from 90 days to 120 
calendar days in furtherance of also better aligning with the current 
examination enrollment window. The MSRB is also proposing to amend Rule 
G-3(b) and (c) to require that, before a qualified representative can 
be permitted to function as a principal for 120 calendar days without 
passing a principal examination, the qualified representative must have 
at least 18 months of experience within the five-year period 
immediately preceding the designation as principal. The MSRB believes 
that establishing an experience requirement ensures that individuals 
designated to supervise activities have an appropriate level of 
experience as a qualified representative before acting as a principal 
without passing the principal examination. For this reason, the 18-
month experience requirement will not apply to a qualified principal 
who is designated to function in another principal capacity for 120 
days before passing the additional principal qualification examination.
Continuing Education Program Requirements
A. Regulatory Element
    Currently, Rule G-3(i)(i)(A)(2) provides that any registered 
persons who have not completed the Regulatory Element portion of CE 
within the prescribed time frames will have their municipal securities 
registration(s) deemed inactive until the Regulatory Element 
requirements have been satisfied. Rule G-3(i)(i)(A)(2) also requires 
for any person whose registration has been deemed inactive that such 
person must cease all activities as a registered person and prohibits 
such person from performing any duties and functioning in any capacity 
requiring registration.
    FINRA's consolidated rule change codified existing guidance in 
NASD's Notice to Members 95-35, regarding the impact of failing to 
complete the Regulatory Element portion of CE on a person's activities 
and compensation, as FINRA Rule 1240(a)(2). Specifically, approved 
FINRA Rule 1240(a)(2) provides that any person whose registration has 
been deemed inactive under the rule may not accept or solicit business 
or receive any compensation for the purchase or sale of securities.\20\ 
FINRA's approved rule also prescribes that a person deemed inactive for 
failing to complete the Regulatory Element portion of CE within the 
prescribed time frames may, if it does not violate the firm's policy, 
receive trail or residual commissions resulting from transactions that 
were completed before the person's registration status was deemed 
inactive. The MSRB is proposing to amend Rule G-3(i)(i)(A)(2) to adopt 
the provision restricting any person whose municipal securities 
registration(s) have been deemed inactive for failing to complete the 
Regulatory Element portion of CE from receiving any compensation for 
transactions in municipal securities, except for trails, residual 
commissions, or like compensation resulting from transactions completed 
before the person's inactive status, unless the dealer's policy 
prohibits such trails, residual commissions or like compensation. The 
MSRB recognizes that, by adding the clause ``like compensation,'' the 
proposed amendment would provide flexibility as to the types of 
compensation permitted under the rule as compared to FINRA's approved 
rule. However, the MSRB believes that such differentiation is warranted 
to recognize the various compensation arrangements for associated 
persons of dealers with respect to transactions in municipal 
securities. For example, the compensation received by an associated 
person that is part of a dealer's public finance underwriting team is 
generally not characterized as commissions.
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    \20\ The MSRB believes that this prohibition is adequately 
addressed currently in Rule G-3(i)(i)(A)(2) and, therefore, is not 
proposing to adopt FINRA's provision that more specifically 
articulates that such persons are prohibited from accepting or 
soliciting business.
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B. Firm Element
    Currently, Rule G-3(i)(i)(B), on Firm Element continuing education, 
requires that a dealer maintain a continuing education program for its 
covered registered persons to enhance their securities knowledge, skill 
and professionalism. The MSRB has supported a principles-based approach 
to compliance in this area and afforded dealers' considerable 
flexibility in developing the scope and content for their Firm Element 
portion of CE subject to the enumerated minimum standards for a firm's 
training programs. A dealer's Firm Element portion of CE, as prescribed 
in Rule G-3(i)(i)(B)(2)(b), must cover, with respect to municipal 
securities products, services and strategies offered by the dealer, at 
a minimum:
    (i) General investment features and associated risk factors;
    (ii) Suitability and sales practice considerations; and
    (iii) Applicable regulatory requirements.
    FINRA's consolidated rule change also requires, pursuant to FINRA 
Rule 1240, that each member maintain a continuing education program for 
its covered registered persons to enhance their securities knowledge, 
skill and professionalism and that the training be appropriate for the 
business of the member and, at a minimum, cover, among other things, 
training in ethics and professional responsibility. The MSRB is 
proposing to amend Rule G-3(i)(i)(B)(2)(b) to adopt a similar provision 
to require dealers to also include training in ethics and professional 
responsibility for its registered persons. The MSRB believes such 
training promotes high standards of professionalism for registered 
persons.
Registration Status of Armed Forces
    The MSRB does not currently have a rule that provides an inactive 
status for an associated person that volunteers for or is called to 
active military service in the Armed Forces of the United States that 
would allow such person's registration to be tolled.
    FINRA's consolidated rule change consolidated NASD Rule IM-1000-2 
as FINRA Rule 1210.10 with certain changes, which affords relief to a 
registered person who volunteers for or is called to active military 
service in the Armed Forces of the United States by tolling such 
person's lapse of registration and CE obligations. More specifically, 
FINRA Rule 1210.10 allows, after proper notification to FINRA, for a 
member to place a registered person on inactive status, whereby such 
person does not have to re-register upon returning to active 
employment. An associated person who is placed on inactive status may 
either return to active employment with the firm the person remained 
registered with during the person's inactive status period or associate 
with a different firm. FINRA Rule 1210.10 also relieves registered 
persons on such inactive status from having to complete either the 
Regulatory Element or Firm Element portion of CE during their active 
military service.
    Additionally, during the pendency of the registered person's 
inactive status, the person may continue to receive transaction-based 
compensation, including continuing commissions. The employing member 
may also allow an inactive person to enter into an

[[Page 29859]]

agreement with a registered person of the member to take over and 
service clients' accounts, on behalf of the person, and to share 
transaction-related compensation based upon business generated by the 
accounts.
    A person who is no longer registered with a member will generally 
have their professional qualifications lapse after a period of two 
years. However, FINRA Rule 1210.10 provides that, for purposes of 
determining the two year period, a formerly registered person who 
volunteers for or is called to active military service will have that 
time tolled, commencing on the date the person began active 
service.\21\ FINRA Rule 1210.10 also provides that a sole proprietor 
who volunteers for or is called to active military service will be 
placed on inactive status and, in addition to the relief provided under 
FINRA Rule 1210.10, as a registered person, the sole proprietor will 
not be required to pay dues or assessments during the inactive period 
and will not be required to pay an admission fee upon returning to his 
or her investment banking or securities business.
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    \21\ More specifically, FINRA's rule states that the two-year 
period for lapse of registration of its representative and 
principal-level qualifications and the four-year expiration for the 
SIE examination would be tolled for the period the individual is on 
active service.
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    Rule G-3 generally provides that an individual who is not 
associated with a dealer or municipal advisor for a period of more than 
two years will have his or her professional qualifications lapse, 
requiring such person to requalify by examination upon re-associating 
with a dealer or municipal advisor. The MSRB is proposing to amend Rule 
G-3 to adopt Supplementary Material .05, which would provide that, for 
purposes of determining the two-year period, a formerly qualified 
associated person who volunteers for or is called to active U.S. 
military service will have that time tolled commencing on the date the 
person began active military service. Importantly, Supplementary 
Material .05 would preserve the time tolled by establishing that the 
MSRB must receive notice of the person's period of active U.S. military 
service within 90 days following the completion of such person's active 
U.S. military service.\22\ Absent such notice, the deferral will 
terminate and the period of time while on active U.S. military service 
will not have been tolled.
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    \22\ The notice required to preserve such deferral shall be in 
the form of a letter to the MSRB that includes the individual's name 
(including, if applicable, the individual's CRD number), the start 
and end dates of the individual's active U.S. military service and 
the branch of service. Such notice shall be provided to the MSRB 
electronically at [email protected].
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    In addition, proposed Supplementary Material .05 would permit an 
associated person of a dealer or municipal advisor that is qualified 
under Rule G-3, upon volunteering for or being called to active U.S. 
military service, to be deemed inactive until the associated person 
returns from active U.S. military service. Additionally, under the 
proposed rule change, during the period the associated person is on 
active U.S. military service, the person would remain eligible for 
transaction-related compensation, including continuing commissions and 
the firm could permit the inactive person to enter into an agreement 
with a qualified associated person of the dealer or municipal advisor 
to have such qualified associated person service clients on behalf of 
the inactive person and share transaction-related compensation 
resulting from the municipal securities or municipal advisory business 
generated by the accounts. In addition, an associated person of a 
dealer or municipal advisor would not be subject to the applicable CE 
obligations under Rule G-3(i) during the period of active U.S. military 
service, provided the MSRB receives notice of the associated person's 
period of active U.S. military service within 30 days of completion of 
such service.\23\
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    \23\ The notice required shall be in the form of a letter to the 
MSRB on firm letterhead that includes the firm's MSRB ID number, the 
individual's name (including, if applicable, the individual's CRD 
number), the start and end dates of the individual's active U.S. 
military service and the branch of service. Such notice shall be 
provided to the MSRB electronically at [email protected].
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    Proposed Supplementary Material .05 would also provide that a 
dealer or municipal advisor sole proprietor who temporarily closes his 
or her business by reason of volunteering for or being called into 
active U.S. military service shall be placed, on an inactive status 
after notice to the MSRB. As a result, in addition to the relief 
provided to the sole proprietor as a qualified associated person, the 
sole proprietor will not be required to pay fees pursuant to Rules A-11 
or A-12 that, if applicable, accrue during the inactive period. 
Further, upon returning from active U.S. military service, the dealer 
or municipal advisor sole proprietor must provide the MSRB notice 
within 30 calendar days that the sole proprietor has returned to his or 
her business.\24\
---------------------------------------------------------------------------

    \24\ The notice required shall be in the form of a letter to the 
MSRB on firm letterhead that includes the firm's MSRB ID number, the 
individual's name (including, if applicable, the individual's CRD 
number), the start and end dates of the individual's active military 
service and the branch of service. Such notice shall be provided to 
the MSRB electronically at [email protected].
---------------------------------------------------------------------------

Waiting Periods for Retaking a Failed Examination
    Rule G-3(g) allows any associated person of a broker, dealer, 
municipal securities dealer or municipal advisor who fails to pass an 
MSRB qualification examination to take the examination again after a 
period of 30 days has elapsed from the date of the prior examination, 
except that any person who fails to pass an examination three or more 
times in succession shall be prohibited from taking the examination 
again until a period of six months has elapsed from the date of such 
person's last attempt to pass the examination.
    FINRA's consolidated rule change consolidated NASD Rule 1070(e) as 
FINRA Rule 1210.06 to provide that a person who fails a FINRA 
examination may retake the examination after 30 calendar days from the 
date of the person's last attempt to pass the examination, except a 
person who fails an examination three or more times in succession 
within a two-year period may only retake the examination after 180 
calendar days from the date of the person's last attempt to pass the 
examination. In addition, FINRA Rule 1210.06 extended these provisions 
to the SIE examination.
    Although generally consistent with FINRA's approved rule, to 
promote regulatory consistency, the MSRB is proposing to amend to Rule 
G-3(g), on retaking of qualification examinations, to change the term 
``six months'' to ``180 calendar days'' and to add ``within a two-year 
period'' after the phrase ``three of more times in succession.'' The 
addition of the phrase is intended to clarify the frequency with which 
FINRA's test delivery system resets a candidate's exam history data.
Restructuring of the MSRB's Professional Qualification Examination 
Program
A. Accepting the SIE Examination and Revising the Municipal Securities 
Representative Qualification Examination
    FINRA's consolidated rule change established the SIE exam to 
eliminate the duplicative testing of general securities knowledge 
across its current representative-level qualification examinations by 
moving such content into the SIE exam.\25\ With the establishment of 
the SIE exam, FINRA restructured its representative-level exams into 
specialized knowledge examinations to test knowledge of

[[Page 29860]]

concepts and rules specifically corresponding to a particular 
representative-level qualification. FINRA Rule 1210.03, on 
qualification examinations, provides that before a person can become 
registered as a representative, such person must pass the SIE exam and 
an appropriate representative-level qualification examination.
---------------------------------------------------------------------------

    \25\ Individuals do not have to be associated with a FINRA 
member to take the SIE examination, unlike FINRA's representative-
level qualification examinations.
---------------------------------------------------------------------------

    In developing the SIE exam, FINRA established a committee of 
industry professionals to create the content outline for the SIE exam 
and invited staff from the MSRB's Professional Qualifications 
department to participate on the committee.\26\ The SIE exam content 
outline is divided into four sections, with each section addressing the 
essential areas of general knowledge. The SIE exam will consist of 75 
scored multiple-choice questions.\27\ Pursuant to FINRA Rule 1210.08, a 
passing score on the SIE exam would be valid for four years and a 
person that passes the SIE exam would have up to four years to pass a 
representative-level qualification examination in order to become 
registered in a representative-level capacity.
---------------------------------------------------------------------------

    \26\ MSRB staff reviewed the SIE content outline and provided 
substantive comments to ensure relevant MSRB rules were incorporated 
and content specific to municipal securities was addressed on the 
outline. FINRA filed the content outline and selection 
specifications for the new SIE examination with the SEC for 
immediate effectiveness. See Exchange Act Release No. 82578 (January 
24, 2018), 83 FR 4375 (January 30, 2018) (SR-FINRA-2018-002).
    \27\ The passing score for the SIE exam will be published on 
FINRA's website prior to the first administration of the examination 
in October 2018.
---------------------------------------------------------------------------

    The sections and the associated number of questions for each 
section are:
     Section 1: Knowledge of Capital Markets (12 questions);
     Section 2: Understanding Products and Their Risks (33 
questions);
     Section 3: Understanding Trading, Customer Accounts and 
Prohibited Activities (23 questions); and
     Section 4: Overview of the Regulatory Framework (7 
questions).
    Rule G-3(a)(ii), on qualification requirements, provides that 
``every municipal securities representative shall take and pass the 
Municipal Securities Representative Qualification Examination prior to 
being qualified as a municipal securities representative.'' \28\ The 
Series 52 is designed to establish that persons associated with dealers 
that effect transactions in municipal securities have attained 
specified levels of competence and knowledge to become registered as 
municipal securities representatives.
---------------------------------------------------------------------------

    \28\ An exception to the rule, allows only persons having been 
duly qualified as a general securities representative by reason of 
having passed the General Securities Representative Qualification 
Examination before November 7, 2011 to qualify as a municipal 
securities representative.
---------------------------------------------------------------------------

    The Series 52, in its current format, has general securities 
knowledge content that will be tested on the future SIE exam. The MSRB, 
therefore, intends to restructure the Series 52 as a specialized 
knowledge examination to better focus the content of the examination 
more specifically to municipal securities knowledge. Accordingly, the 
MSRB is proposing an amendment to Rule G-3(a)(ii) that would require an 
individual to pass both the SIE exam and the revised Series 52 \29\ in 
order to become qualified as a municipal securities representative.\30\ 
Additionally, the MSRB will continue to recognize, in their revised 
forms as specialized knowledge examinations, the Municipal Securities 
Sales Limited Representative Examination (Series 7) and the Limited 
Representative-Investment Company Variable Contracts Product 
Representative Examination (Series 6) in furtherance of regulatory 
consistency and for purposes of avoiding impact to the current 
distribution channel for the sale of municipal securities.
---------------------------------------------------------------------------

    \29\ The content outlines for MSRB's qualification examinations 
serve as a guide to the subject matters tested on each examination. 
The MSRB's Series 52/53 Subcommittee of the Professional 
Qualification Advisory Committee has been reviewing the current 
content covered on the Series 52 examination to determine the 
revisions that will be necessary to appropriately modify the Series 
52 into a specialized knowledge examination. In connection with the 
filing of this proposed rule change, and in advance of the October 
1, 2018 effective date of the proposed rule change, the MSRB 
anticipates filing with the SEC a revised Series 52 content outline 
to reflect the modifications to the Series 52 examination and the 
removal of duplicative content that would appear on the SIE exam.
    \30\ Since the SIE examination is meant to eliminate duplicative 
testing of general content across representative-level examinations 
and thereby, affording the opportunity for representative-level 
examinations to become more specialized knowledge examinations there 
is no impact to the Series 51 exam and Series 53 exam that would 
necessitate restructuring of those principal-level exams.
    \31\ 15 U.S.C. 78o-4(b)(2)(A).
---------------------------------------------------------------------------

2. Statutory Basis
    The MSRB believes that the proposed rule change is consistent with 
Section 15B(b)(2)(A) of the Act,\31\ which provides that the MSRB's 
rules shall prescribe:

such standards of training, experience, competence, and such other 
qualifications as the Board finds necessary or appropriate in the 
public interest or for the protection of investors and municipal 
entities or obligated persons. In connection with the definition and 
application of such standards the Board may . . . specify that all 
or any portion of such standards shall be applicable to any such 
class; and require persons in any such class to pass tests . . .

    The MSRB believes that, by requiring persons to take and pass a 
professional qualification examination, such requirement promotes 
public confidence by ensuring the minimum standards of training, 
experience and competence required by the Board are being achieved. The 
MSRB also believes that the restructuring of its current qualification 
examination program is consistent with and in furtherance of the stated 
objectives of Section 15B(b)(2)(A) of the Act because by ensuring the 
Series 52 specialized knowledge examination focuses on the most 
relevant laws, rules and regulations of the municipal securities 
market, investors are more well protected. Also, by more closely 
aligning the Series 52 specialized knowledge examination content to the 
functions and activities performed by a municipal securities 
representative, such associated persons are more likely to fully grasp 
the prescribed regulatory standards, which aides to preserve the 
integrity of the municipal securities market. Importantly, without 
compromising the qualification standards, the proposed rule change 
would improve the efficiency of the examination program by eliminating 
duplicative testing of general securities knowledge.
    Moreover, consistent with Section 15B(b)(2)(A) of the Act, 
permitting such persons to work at an industry affiliate of a dealer 
without having to requalify by examination upon re-registering with a 
dealer, by permitting them to seek a waiver from re-examination, lends 
itself to a greater understanding of the financial services industry. 
Further, the proposed rule change would allow individuals to maintain 
their knowledge base while working in areas ancillary to the municipal 
securities market, thereby providing such market professionals 
additional securities knowledge, which, in turn, promotes confidence in 
market professionals. The proposed rule change would also expand the 
scope of permissive qualifications, which, among other things, would 
allow dealers to develop a depth of associated persons with 
qualifications to respond to unanticipated personnel changes and would 
encourage a greater understanding of the municipal securities markets. 
As proposed, by allowing individuals to function in a principal 
capacity for a limited period of time before having to pass a 
principal-level examination would

[[Page 29861]]

minimize operational disruptions to a dealer.
    Lastly, under the proposed rule change, allowing associated persons 
that volunteer for or are called into active U.S. military service to 
be placed in an inactive status allows for regulatory consistency and 
promotes the public interest.

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

    The MSRB does not believe that the proposed rule change will result 
in any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act. The proposed rule change 
reflects the MSRB's belief that its registration requirements should be 
generally harmonized with FINRA's consolidated rule change for purposes 
of regulatory efficiency and that such changes do not attach additional 
burdens on dealers, and as applicable, municipal advisors. In addition, 
the MSRB's restructuring of its qualification examination program to 
better align with the functions and associated tasks currently 
performed by a municipal securities representative makes for a more 
effective qualification examination.

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

    The Board did not solicit comment on the proposed change. 
Therefore, there are no comments on the proposed rule change received 
from members, participants or others.

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

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act \32\ and Rule 19b-
4(f)(6) thereunder.\33\
---------------------------------------------------------------------------

    \32\ 15 U.S.C. 78s(b)(3)(A).
    \33\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    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.

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-2018-04 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-2018-04. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549 on official business days between the hours of 10:00 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-2018-04 and should be submitted on 
or before July 17, 2018.

    For the Commission, pursuant to delegated authority.\34\
---------------------------------------------------------------------------

    \34\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-13619 Filed 6-25-18; 8:45 am]
 BILLING CODE 8011-01-P



                                                                                Federal Register / Vol. 83, No. 123 / Tuesday, June 26, 2018 / Notices                                                 29855

                                                appropriate notice and comment can                      SECURITIES AND EXCHANGE                                effectiveness pursuant to Section
                                                take place after the proposed                           COMMISSION                                             19(b)(3)(A) of the Act 4 and Rule 19b–
                                                amendment is effective. The primary                                                                            4(f)(6) 5 thereunder. The MSRB proposes
                                                                                                        [Release No. 34–83483; File No. SR–MSRB–
                                                purpose of the amendment is to allocate                 2018–04]
                                                                                                                                                               an operative date of October 1, 2018, to
                                                surveillance, investigation, and                                                                               coincide with the effective date of
                                                enforcement responsibilities for Rule                   Self-Regulatory Organizations;                         FINRA’s consolidated rule change.
                                                14e–4 under the Act, as well as certain                 Municipal Securities Rulemaking                           The text of the proposed rule change
                                                provisions of Regulation SHO. By                        Board; Notice of Filing and Immediate                  is available on the MSRB’s website at
                                                                                                        Effectiveness of a Proposed Rule                       www.msrb.org/Rules-and-
                                                declaring it effective today, the
                                                                                                        Change To, Among Other Things,                         Interpretations/SEC-Filings/2018-
                                                Amended Plan can become effective and
                                                                                                        Amend MSRB Rule G–3 To Restructure                     Filings.aspx, at the MSRB’s principal
                                                be implemented without undue delay.                                                                            office, and at the Commission’s Public
                                                The Commission notes that the prior                     the MSRB’s Current Municipal
                                                                                                        Securities Representative Qualification                Reference Room.
                                                version of this plan immediately prior to
                                                this proposed amendment was                             Examination and Harmonize Certain                      II. Self-Regulatory Organization’s
                                                                                                        MSRB Qualification Requirements With                   Statement of the Purpose of, and
                                                published for comment and the
                                                                                                        FINRA Rules                                            Statutory Basis for, the Proposed Rule
                                                Commission did not receive any
                                                comments thereon.17 Furthermore, the                    June 20, 2018.
                                                                                                                                                               Change
                                                Commission does not believe that the                       Pursuant to Section 19(b)(1) of the                    In its filing with the Commission, the
                                                amendment to the plan raises any new                    Securities Exchange Act of 1934 (the                   MSRB included statements concerning
                                                regulatory issues that the Commission                   ‘‘Act’’ or ‘‘Exchange Act’’) 1 and Rule                the purpose of and basis for the
                                                has not previously considered.                          19b–4 thereunder,2 notice is hereby                    proposed rule change and discussed any
                                                                                                        given that on June 8, 2018 the                         comments it received on the proposed
                                                VI. Conclusion                                          Municipal Securities Rulemaking Board                  rule change. The text of these statements
                                                                                                        (the ‘‘MSRB’’ or ‘‘Board’’) filed with the             may be examined at the places specified
                                                   This order gives effect to the                                                                              in Item IV below. The MSRB has
                                                                                                        Securities and Exchange Commission
                                                Amended Plan filed with the                                                                                    prepared summaries, set forth in
                                                                                                        (‘‘Commission’’) the proposed rule
                                                Commission in File No. 4–709. The                       change as described in Items I, II, and                Sections A, B, and C below, of the most
                                                Parties shall notify all members affected               III below, which Items have been                       significant aspects of such statements.
                                                by the Amended Plan of their rights and                 prepared by the MSRB. The
                                                obligations under the Amended Plan.                                                                            A. Self-Regulatory Organization’s
                                                                                                        Commission is publishing this notice to                Statement of the Purpose of, and
                                                   It is therefore ordered, pursuant to                 solicit comments on the proposed rule                  Statutory Basis for, the Proposed Rule
                                                Section 17(d) of the Act, that the                      change from interested persons.                        Change
                                                Amended Plan in File No. 4–709,                         I. Self-Regulatory Organization’s
                                                between the FINRA and BOX, filed                                                                               1. Purpose
                                                                                                        Statement of the Terms of Substance of
                                                pursuant to Rule 17d–2 under the Act,                   the Proposed Rule Change                                  MSRB The MSRB is charged with
                                                hereby is approved and declared                                                                                setting professional qualification
                                                                                                           The MSRB filed with the Commission                  standards for brokers, dealers, and
                                                effective.
                                                                                                        a proposed rule change to amend MSRB                   municipal securities dealers (‘‘dealers’’),
                                                   It is further ordered that BOX is                    Rule G–3, on professional qualification                and municipal advisors. Specifically,
                                                relieved of those responsibilities                      requirements, to (i) restructure the                   Section 15B(b)(2)(A) of the Act
                                                allocated to FINRA under the Amended                    MSRB’s current Municipal Securities                    authorizes the MSRB to prescribe
                                                Plan in File No. 4–709.                                 Representative Qualification                           ‘‘standards of training, experience,
                                                  For the Commission, by the Division of
                                                                                                        Examination (‘‘Series 52’’); (ii)                      competence, and such other
                                                Trading and Markets, pursuant to delegated
                                                                                                        harmonize certain MSRB qualification                   qualifications as the Board finds
                                                authority.18                                            requirements with the Financial                        necessary or appropriate in the public
                                                                                                        Industry Regulatory Authority’s                        interest or for the protection of investors
                                                Eduardo A. Aleman,
                                                                                                        (‘‘FINRA’’) rule change to make                        and municipal entities or obligated
                                                Assistant Secretary.                                    modifications to its representative-level              persons.’’ 6 Section 15B(b)(2)(A)(iii) of
                                                [FR Doc. 2018–13594 Filed 6–25–18; 8:45 am]             qualification program, consolidate                     the Act also provides that the Board
                                                BILLING CODE 8011–01–P                                  NASD and Incorporated NYSE                             may appropriately classify associated
                                                                                                        registration and qualification rules, and              persons of dealers and municipal
                                                                                                        amend its continuing education (‘‘CE’’)                advisors and require persons in any
                                                                                                        requirements (hereinafter ‘‘FINRA’s                    such class to pass tests prescribed by the
                                                                                                        consolidated rule change’’); 3 and (iii)               Board.7 Accordingly, over the years, the
                                                                                                        make technical changes to Rule G–3                     MSRB has adopted professional
                                                                                                        (collectively the ‘‘proposed rule                      qualification standards to ensure that
                                                                                                        change’’). The MSRB has filed the                      associated persons of dealers and
                                                                                                        proposed rule change for immediate                     municipal advisors attain and maintain
                                                                                                          1 15
                                                                                                                                                               specified levels of competence and
                                                                                                              U.S.C. 78s(b)(1).
                                                                                                          2 17CFR 240.19b–4.
                                                                                                                                                               knowledge for each classification
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                                                                                                          3 On July 7, 2017, the SEC approved FINRA’s          category. The purpose of the proposed
                                                                                                        consolidated rule change to: (1) restructure FINRA’s   rule change is to generally harmonize
                                                                                                        representative-level qualification examination         Rule G–3 with approved amendments to
                                                                                                        program; (2) adopt amendments to consolidate
                                                                                                        NASD and Incorporated NYSE rules as FINRA’s             4 15
                                                                                                        consolidated qualification and registration rules;           U.S.C. 78s(b)(3)(A).
                                                  17 See supra note 12 (citing to Securities                                                                    5 17
                                                                                                        and (3) amend FINRA’s CE requirements. See                   CFR 240.19b–4(f)(6).
                                                Exchange Act Release No. 72137).                        Exchange Act Release No. 81098 (July 7, 2017), 82       6 See 15 U.S.C. 78o–4(b)(2)(A).
                                                  18 17 CFR 200.30–3(a)(34).                            FR 32419 (July 13, 2017) (SR–FINRA–2017–007).           7 See 15 U.S.C. 78o–4(b)(2)(A)(iii).




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                                                29856                          Federal Register / Vol. 83, No. 123 / Tuesday, June 26, 2018 / Notices

                                                FINRA’s professional qualification and                  fundamental knowledge that is                          and 1031 to eliminate a constraint that
                                                registration rules in furtherance of                    commonly tested across the                             only certain associated persons of a
                                                promoting regulatory consistency with                   representative-level examinations, such                member could obtain permissive
                                                respect to qualification requirements. To               as product knowledge, functions of the                 registrations and to codify such
                                                that end, the MSRB is proposing to (i)                  regulatory agencies, and structure of the              provisions as FINRA Rule 1210.02.
                                                require the Securities Industry                         securities markets. Each specialized                   Specifically, as approved, FINRA Rule
                                                Essentials (SIE) examination as a                       knowledge examination would test                       1210.02 allows any associated person of
                                                prerequisite for the Series 52                          knowledge of concepts and rules                        a member to obtain and maintain any
                                                examination; (ii) restructure the Series                specifically corresponding to a                        registration permitted by the member
                                                52 examination into a specialized                       particular representative-level                        irrespective of the functional role of the
                                                knowledge examination; (iii) amend                      qualification.                                         person at the firm. In addition, FINRA
                                                Rule G–3 to further harmonize with                         In March 2017, FINRA’s consolidated                 Rule 1210.02 provides that a person
                                                FINRA’s consolidated rule change by                     rule change was filed with the SEC to:                 maintaining a permissive registration
                                                providing for permissive registrations                  (i) Consolidate, with amendments, the                  would be deemed a registered person of
                                                and relief to individuals from having to                NASD and Incorporated NYSE                             the firm and be assigned an
                                                requalify by examination by recognizing                 qualification and registration rules; (ii)             appropriately registered supervisor who
                                                the financial services affiliate (‘‘FSA’’)              restructure FINRA’s representative-level               would be responsible for periodically
                                                waiver program; and (iv) make other                     qualification examination program with                 contacting such individual’s direct
                                                amendments that are technical in                        the creation of the SIE; and (iii) amend               supervisor to verify that the individual
                                                nature.                                                 FINRA’s CE requirements. All proposed                  is not engaging in activities outside the
                                                                                                        amendments were subject to notice and                  scope of his or her current role.13 The
                                                Background                                              comment through FINRA’s previous                       individual would nevertheless be
                                                   FINRA’s consolidated rule change                     requests for comments. FINRA’s                         subject to all FINRA rules to the extent
                                                reflected a multi-year effort to not only               proposed rule change was published for                 relevant to their activities.14
                                                create a consolidated FINRA rulebook,                   comment in the Federal Register on                        The MSRB is proposing to amend
                                                but to create the SIE and tailored,                     April 10, 2017; the SEC received 18                    Rule G–3 to adopt Supplementary
                                                specialized knowledge examinations for                  comments in response to the proposal,                  Material .03 that would similarly allow
                                                its particular registration categories, and             which FINRA responded to on June 26,                   dealers to have any associated person at
                                                also to enhance its registration rules to               2017.11 The SEC found that the proposal                a dealer maintain certain MSRB
                                                afford firms greater flexibility to develop             was consistent with the requirements of                qualifications. More specifically, any
                                                and maintain a depth of registered                      the Exchange Act and the rules and                     individual associated with a dealer
                                                associated persons with professional                    regulations thereunder and approved                    would be allowed, if permitted by the
                                                qualifications. The consolidated rule                   FINRA’s proposed rule changes.12                       dealer, to obtain and maintain a
                                                change began, in part, in December                      Thereafter, FINRA announced that its                   registration as a municipal securities
                                                2009, with the publication of FINRA                     consolidated rule change would become                  representative, a municipal securities
                                                Regulatory Notice 09–70 8 requesting                    effective on October 1, 2018 in                        principal or a municipal fund securities
                                                comment on, among other things: (i)                     Regulatory Notice 17–30 (October 2017).                limited principal. Additionally,
                                                Revising the categories of permissive                      The MSRB conducted a review of its                  proposed Supplementary Material .03
                                                registrations to allow any associated                   qualifications program to determine                    would make clear that individuals
                                                person to obtain and maintain any                       where it was appropriate to harmonize                  maintaining permissive registrations
                                                registration permitted by the member;                   with FINRA’s consolidated rule change.                 pursuant to Rule G–3 would be
                                                and (ii) establishing a process by which                Provided below is a detailed description               considered qualified persons and, to the
                                                a person working for a financial services               of the proposed amendments to Rule                     extent relevant to the person’s activities,
                                                affiliate of a member would be                          G–3.                                                   the person would be subject to
                                                permitted to re-associate with a member                                                                        applicable MSRB rules.15 The MSRB
                                                                                                        Description of the Proposed
                                                without having to meet the necessary                                                                           recognizes that allowing dealers to
                                                                                                        Amendments to Rule G–3—Designed To
                                                qualification requirements.9
                                                   In May 2015, in connection with its                  Promote Regulatory Consistency With                       13 An individual’s day-to-day supervisor may be

                                                continued efforts to streamline its                     FINRA’s Consolidated Rule Change                       a non-registered person, however an appropriately
                                                registration and qualification rules,                   Permissive Registrations                               registered supervisor would be responsible for
                                                                                                                                                               periodic check-ins to make sure that the individual
                                                FINRA published Regulatory Notice 15–                     FINRA’s consolidated rule change                     is not acting outside the scope of his or her assigned
                                                20 10 seeking comment on a proposal to                  expanded the scope of permissive                       functions.
                                                restructure its representative-level                    registrations under NASD Rules 1021
                                                                                                                                                                  14 For example, FINRA rules that relate to

                                                qualification examination program. The                                                                         interactions with customers would not be
                                                                                                                                                               applicable to the conduct of a permissively-
                                                restructured program consists of the SIE                  11 The SEC received another comment letter in
                                                                                                                                                               registered individual who does not have any
                                                examination paired with specialized                     response to FINRA’s response to comments. See          customer contact.
                                                knowledge examinations for specific                     Letter from Michele Van Tassel, President,                15 At this time, the MSRB does not believe it is

                                                representative-level qualifications. The                Association of Registration Management, to Afshin      necessary to be prescriptive in this area and identify
                                                                                                        Atabaki, Associate General Counsel, Financial          each potential rule that a permissively-qualified
                                                SIE examination is designed to cover                    Industry Regulatory Authority (July 21, 2017).         person would be subject to based on a particular set
                                                                                                          12 Specifically, the Commission found that the
                                                                                                                                                               of activities. For example, the MSRB notes that a
                                                  8 See Regulatory Notice 09–70 (FINRA Requests
                                                                                                        proposed rule change was consistent with Section       rule such as Rule G–47, on time of trade disclosure,
                                                Comment on Proposed Consolidated FINRA Rules            15A(b)(6) of the Exchange Act, 15 U.S.C. 78o–          would have very little application to a person
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                                                Governing Registration and Qualification                3(b)(6), which requires, among other things, that      holding a permissive qualification who does not
                                                Requirements) (December 2009).                          FINRA rules be designed to prevent fraudulent and      have customer contact regarding the purchase or
                                                  9 FINRA received over 20 comments in response         manipulative acts and practices, to promote just       sale of municipal securities. Bearing that in mind,
                                                to Regulatory Notice 09–70.                             and equitable principles of trade, and, in general,    a facts and circumstances analysis would apply as
                                                  10 See Regulatory Notice 15–20 (FINRA Requests        to protect investors and the public interest and       to the securities laws and regulations applicable to
                                                Comment on a Concept Proposal to Restructure the        Section 15(A)(g)(3) of the Exchange Act, 15 U.S.C.     persons holding permissive qualifications, and such
                                                Representative-Level Qualification Examination          78o–3(g)(3), which authorizes FINRA to prescribe       a determination would need to be made by the
                                                Program) (May 2015). FINRA received over 20             standards of training, experience, and competence      dealer, as part of its supervisory obligations, under
                                                comments in response to Regulatory Notice 15–20.        for persons associated with FINRA members.             Rule G–27.



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                                                                                Federal Register / Vol. 83, No. 123 / Tuesday, June 26, 2018 / Notices                                                    29857

                                                maintain permissive qualifications for                   category and based on the same CE                      persons that have met the conditions
                                                associated persons would support a                       cycle had the person remained                          under Supplementary Material .04 shall
                                                greater regulatory understanding of the                  registered. Consequently, a person loses               be granted an FSA-waiver consistent
                                                municipal securities market by persons                   the ability to qualify for an FSA-waiver               with Rule G–3(h)(i)(A) and (B).
                                                currently in capacities not requiring a                  if such person fails to complete the                   Providing for such waivers allows
                                                qualification classification, and would                  mandatory Regulatory Element portion                   associated persons of dealers a greater
                                                further develop the knowledge and                        of CE. FINRA Rule 1210.09 provides                     opportunity to enhance their financial
                                                skills of qualified persons, as it relates               that once an FSA-eligible person re-                   services industry knowledge without
                                                to the municipal securities market, by                   associates with a FINRA member, the                    having to requalify by examination each
                                                allowing permissive qualifications                       firm can file a Form U4 (Uniform                       time a person decides to explore
                                                specific to the municipal securities                     Application for Securities Industry                    different career opportunities with a
                                                business. Additionally, by harmonizing                   Registration or Transfer) and request                  financial services industry affiliate of a
                                                with FINRA’s related rule on permissive                  that the individual’s prior FINRA                      dealer.
                                                registrations, the industry is afforded                  registration(s) be reinstated without
                                                the opportunity to continue to develop                   having to requalify by examination.                    Qualified Persons Functioning as
                                                a robust workforce and a depth of                           The MSRB is proposing to amend                      Principals for a Limited Period
                                                associated persons holding professional                  Rule G–3 to adopt Supplementary
                                                                                                         Material .04 that would allow a                           Currently Rule G–3(b)(ii)(D) provides
                                                qualifications for purposes of better                                                                           that an individual qualified as a
                                                managing unanticipated staffing                          municipal securities representative,
                                                                                                         municipal securities principal and/or a                municipal securities representative,
                                                changes.
                                                                                                         municipal fund securities limited                      general securities representative or
                                                FSA-Waiver Program                                       principal 17 to be eligible for a waiver               general securities principal may
                                                   FINRA’s consolidated rule change                      from having to requalify by                            function as a municipal securities
                                                adopted Rule 1210.09, which                              examination, for such MSRB                             principal for a period of 90 days before
                                                established a waiver program for any                     qualifications, if the following                       passing the Series 53 exam; and
                                                individual registered with a member                      conditions are met:                                    pursuant to Rule G–3(b)(iv)(B)(4) an
                                                who subsequently leaves the firm to                         1. An individual must have been                     individual qualified as a general
                                                work for a financial services industry                   registered with a dealer for a total of five           securities representative, investment
                                                affiliate of a member,16 whereby, upon                   years within the most recent 10-year                   company/variable contracts limited
                                                re-association with a member, an                         period prior to working for a financial                representative, general securities
                                                individual may be granted a waiver                       services industry affiliate, which shall               principal or investment company/
                                                from having to requalify by examination                  be a legal entity that controls, is                    variable contracts limited principal may
                                                (‘‘FSA-waiver’’). In order to be granted                 controlled by or is under common                       function as a municipal fund securities
                                                a waiver under FINRA Rule 1210.09, an                    control with a dealer and is regulated by              limited principal for a period of 90 days
                                                individual must be initially designated                  the SEC, CFTC, state securities                        before passing the Series 51 exam. In
                                                as FSA-eligible at the time the                          authorities, federal or state banking                  addition, Rule G–3(c)(ii)(D) provides
                                                individual terminates association with a                 authorities, state insurance authorities,              that an individual qualified as a
                                                member and the individual must have                      or substantially equivalent foreign                    municipal securities representative,
                                                satisfied the criteria, under FINRA Rule                 regulatory authorities.                                general securities representative or
                                                1210.09 for an FSA-waiver.                                  2. The individual has continuously                  general securities principal may
                                                   Additionally, under FINRA Rule                        worked for a financial services industry               function as a municipal securities sales
                                                1210.09, to be eligible for an initial                   affiliate(s) of a dealer since terminating             principal for a period of 90 days before
                                                designation as an FSA-eligible person                    association with a dealer;                             passing the General Securities Sales
                                                by a FINRA member, an individual must                       3. The individual has completed the                 Supervisory Qualification Examination
                                                have been registered for a total of five                 Regulatory Element portion of CE                       (Series 9/10).
                                                years within the most recent 10-year                     consistent with the requirements under
                                                                                                                                                                   FINRA’s consolidated rule change
                                                period prior to the designation. Once                    Rule G–3(i)(i)(A) based on the person’s
                                                                                                                                                                modified a similar FINRA provision 18
                                                designated as FSA-eligible, the                          most recent registration status and such
                                                                                                                                                                permitting a registered person of a
                                                individual is eligible for an FSA-waiver                 CE has been completed based on the
                                                                                                                                                                member to function as a principal before
                                                for up to seven years, so long as the                    same cycle, as if the person had
                                                                                                                                                                passing the applicable principal
                                                individual is continuously working for                   remained registered;
                                                                                                            4. The individual does not have any                 examination, increasing the time period
                                                a financial services industry affiliate of                                                                      from 90 calendar days to 120 calendar
                                                a member and other conditions are                        pending or adverse regulatory matters,
                                                                                                         or terminations and has not otherwise                  days, to better align the time frame with
                                                satisfied.                                                                                                      the current examination enrollment
                                                   Pursuant to FINRA Rule 1240, during                   been subject to a statutory
                                                                                                         disqualification while working for a                   window.19 In addition, FINRA imposed
                                                the period an FSA-eligible person is                                                                            an experience requirement providing
                                                working for a financial services industry                financial services industry affiliate(s) of
                                                                                                         a dealer; and                                          that a registered person must have at
                                                affiliate, the person is required to                                                                            least 18 months of experience
                                                complete the Regulatory Element                             5. The waiver request is made within
                                                                                                         seven years of the individual’s initial                functioning as a registered
                                                portion of CE that correlates with such                                                                         representative within the five-year
                                                person’s most recent registration                        designation as an FSA-eligible person.
                                                                                                                                                                period immediately prior to being
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                                                                                                            The MSRB is also proposing to amend
                                                   16 The term ‘‘financial services industry affiliate   Rule G–3(h)(i) to provide that associated              permitted to function as a principal,
                                                of a member’’ as defined under FINRA Rule 1210.09
                                                                                                                                                                  18 FINRA’s consolidated rule change amended
                                                is ‘‘a legal entity that controls, is controlled by or     17 An individual who has passed the Municipal

                                                is under common control with a member and is             Securities Representative Qualification                NASD Rule 1021 as FINRA Rule 1210.04.
                                                regulated by the SEC, CFTC, state securities             Examination (Series 52), Municipal Securities            19 An examination enrollment window is the

                                                authorities, federal or state banking authorities,       Principal Qualification Examination (Series 53) and    timeframe between a person registering for a
                                                state insurance authorities, or substantially            Municipal Fund Securities Limited Principal            professional qualification examination and taking
                                                equivalent foreign regulatory authorities.’’             Qualification Examination (Series 51), respectively.   the examination.



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                                                29858                          Federal Register / Vol. 83, No. 123 / Tuesday, June 26, 2018 / Notices

                                                without the applicable principal                        for the purchase or sale of securities.20                   (i) General investment features and
                                                qualification examination.                              FINRA’s approved rule also prescribes                     associated risk factors;
                                                  Accordingly, the MSRB is proposing                    that a person deemed inactive for failing                   (ii) Suitability and sales practice
                                                to amend Rule G–3(b) and (c) to extend                  to complete the Regulatory Element                        considerations; and
                                                the limited time period in which a                      portion of CE within the prescribed time                    (iii) Applicable regulatory
                                                person could function as a principal                    frames may, if it does not violate the                    requirements.
                                                without being qualified with a principal                firm’s policy, receive trail or residual                    FINRA’s consolidated rule change
                                                examination, assuming other                             commissions resulting from transactions                   also requires, pursuant to FINRA Rule
                                                qualification requirements are met, from                that were completed before the person’s                   1240, that each member maintain a
                                                90 days to 120 calendar days in                         registration status was deemed inactive.                  continuing education program for its
                                                furtherance of also better aligning with                The MSRB is proposing to amend Rule                       covered registered persons to enhance
                                                the current examination enrollment                      G–3(i)(i)(A)(2) to adopt the provision                    their securities knowledge, skill and
                                                window. The MSRB is also proposing to                   restricting any person whose municipal                    professionalism and that the training be
                                                amend Rule G–3(b) and (c) to require                    securities registration(s) have been                      appropriate for the business of the
                                                that, before a qualified representative                 deemed inactive for failing to complete                   member and, at a minimum, cover,
                                                can be permitted to function as a                       the Regulatory Element portion of CE                      among other things, training in ethics
                                                principal for 120 calendar days without                 from receiving any compensation for                       and professional responsibility. The
                                                passing a principal examination, the                    transactions in municipal securities,                     MSRB is proposing to amend Rule G–
                                                qualified representative must have at                   except for trails, residual commissions,                  3(i)(i)(B)(2)(b) to adopt a similar
                                                least 18 months of experience within                    or like compensation resulting from                       provision to require dealers to also
                                                the five-year period immediately                        transactions completed before the                         include training in ethics and
                                                preceding the designation as principal.                 person’s inactive status, unless the                      professional responsibility for its
                                                The MSRB believes that establishing an                  dealer’s policy prohibits such trails,                    registered persons. The MSRB believes
                                                experience requirement ensures that                     residual commissions or like                              such training promotes high standards
                                                individuals designated to supervise                     compensation. The MSRB recognizes                         of professionalism for registered
                                                activities have an appropriate level of                 that, by adding the clause ‘‘like                         persons.
                                                experience as a qualified representative                compensation,’’ the proposed                              Registration Status of Armed Forces
                                                before acting as a principal without                    amendment would provide flexibility as
                                                                                                        to the types of compensation permitted                       The MSRB does not currently have a
                                                passing the principal examination. For                                                                            rule that provides an inactive status for
                                                this reason, the 18-month experience                    under the rule as compared to FINRA’s
                                                                                                        approved rule. However, the MSRB                          an associated person that volunteers for
                                                requirement will not apply to a                                                                                   or is called to active military service in
                                                qualified principal who is designated to                believes that such differentiation is
                                                                                                        warranted to recognize the various                        the Armed Forces of the United States
                                                function in another principal capacity                                                                            that would allow such person’s
                                                for 120 days before passing the                         compensation arrangements for
                                                                                                        associated persons of dealers with                        registration to be tolled.
                                                additional principal qualification                                                                                   FINRA’s consolidated rule change
                                                examination.                                            respect to transactions in municipal
                                                                                                        securities. For example, the                              consolidated NASD Rule IM–1000–2 as
                                                Continuing Education Program                            compensation received by an associated                    FINRA Rule 1210.10 with certain
                                                Requirements                                            person that is part of a dealer’s public                  changes, which affords relief to a
                                                                                                        finance underwriting team is generally                    registered person who volunteers for or
                                                A. Regulatory Element                                                                                             is called to active military service in the
                                                                                                        not characterized as commissions.
                                                  Currently, Rule G–3(i)(i)(A)(2)                                                                                 Armed Forces of the United States by
                                                provides that any registered persons                    B. Firm Element                                           tolling such person’s lapse of
                                                who have not completed the Regulatory                      Currently, Rule G–3(i)(i)(B), on Firm                  registration and CE obligations. More
                                                Element portion of CE within the                        Element continuing education, requires                    specifically, FINRA Rule 1210.10
                                                prescribed time frames will have their                  that a dealer maintain a continuing                       allows, after proper notification to
                                                municipal securities registration(s)                    education program for its covered                         FINRA, for a member to place a
                                                deemed inactive until the Regulatory                    registered persons to enhance their                       registered person on inactive status,
                                                Element requirements have been                          securities knowledge, skill and                           whereby such person does not have to
                                                satisfied. Rule G–3(i)(i)(A)(2) also                    professionalism. The MSRB has                             re-register upon returning to active
                                                requires for any person whose                           supported a principles-based approach                     employment. An associated person who
                                                registration has been deemed inactive                   to compliance in this area and afforded                   is placed on inactive status may either
                                                that such person must cease all                         dealers’ considerable flexibility in                      return to active employment with the
                                                activities as a registered person and                   developing the scope and content for                      firm the person remained registered
                                                prohibits such person from performing                   their Firm Element portion of CE subject                  with during the person’s inactive status
                                                any duties and functioning in any                       to the enumerated minimum standards                       period or associate with a different firm.
                                                capacity requiring registration.                        for a firm’s training programs. A dealer’s                FINRA Rule 1210.10 also relieves
                                                  FINRA’s consolidated rule change                      Firm Element portion of CE, as                            registered persons on such inactive
                                                codified existing guidance in NASD’s                    prescribed in Rule G–3(i)(i)(B)(2)(b),                    status from having to complete either
                                                Notice to Members 95–35, regarding the                  must cover, with respect to municipal                     the Regulatory Element or Firm Element
                                                impact of failing to complete the                       securities products, services and                         portion of CE during their active
                                                Regulatory Element portion of CE on a
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                                                                                                        strategies offered by the dealer, at a                    military service.
                                                person’s activities and compensation, as                minimum:                                                     Additionally, during the pendency of
                                                FINRA Rule 1240(a)(2). Specifically,                                                                              the registered person’s inactive status,
                                                approved FINRA Rule 1240(a)(2)                            20 The MSRB believes that this prohibition is           the person may continue to receive
                                                provides that any person whose                          adequately addressed currently in Rule G–                 transaction-based compensation,
                                                                                                        3(i)(i)(A)(2) and, therefore, is not proposing to adopt
                                                registration has been deemed inactive                   FINRA’s provision that more specifically articulates
                                                                                                                                                                  including continuing commissions. The
                                                under the rule may not accept or solicit                that such persons are prohibited from accepting or        employing member may also allow an
                                                business or receive any compensation                    soliciting business.                                      inactive person to enter into an


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                                                                               Federal Register / Vol. 83, No. 123 / Tuesday, June 26, 2018 / Notices                                                    29859

                                                agreement with a registered person of                   on active U.S. military service will not               Waiting Periods for Retaking a Failed
                                                the member to take over and service                     have been tolled.                                      Examination
                                                clients’ accounts, on behalf of the                        In addition, proposed Supplementary                   Rule G–3(g) allows any associated
                                                person, and to share transaction-related                Material .05 would permit an associated                person of a broker, dealer, municipal
                                                compensation based upon business                        person of a dealer or municipal advisor                securities dealer or municipal advisor
                                                generated by the accounts.                              that is qualified under Rule G–3, upon                 who fails to pass an MSRB qualification
                                                   A person who is no longer registered                 volunteering for or being called to active             examination to take the examination
                                                with a member will generally have their                 U.S. military service, to be deemed                    again after a period of 30 days has
                                                professional qualifications lapse after a               inactive until the associated person                   elapsed from the date of the prior
                                                                                                        returns from active U.S. military service.             examination, except that any person
                                                period of two years. However, FINRA
                                                                                                        Additionally, under the proposed rule                  who fails to pass an examination three
                                                Rule 1210.10 provides that, for purposes
                                                                                                        change, during the period the associated               or more times in succession shall be
                                                of determining the two year period, a
                                                                                                        person is on active U.S. military service,             prohibited from taking the examination
                                                formerly registered person who
                                                                                                        the person would remain eligible for                   again until a period of six months has
                                                volunteers for or is called to active
                                                                                                        transaction-related compensation,                      elapsed from the date of such person’s
                                                military service will have that time
                                                                                                        including continuing commissions and                   last attempt to pass the examination.
                                                tolled, commencing on the date the
                                                                                                        the firm could permit the inactive                       FINRA’s consolidated rule change
                                                person began active service.21 FINRA
                                                                                                        person to enter into an agreement with                 consolidated NASD Rule 1070(e) as
                                                Rule 1210.10 also provides that a sole                  a qualified associated person of the
                                                proprietor who volunteers for or is                                                                            FINRA Rule 1210.06 to provide that a
                                                                                                        dealer or municipal advisor to have                    person who fails a FINRA examination
                                                called to active military service will be               such qualified associated person service
                                                placed on inactive status and, in                                                                              may retake the examination after 30
                                                                                                        clients on behalf of the inactive person               calendar days from the date of the
                                                addition to the relief provided under                   and share transaction-related
                                                FINRA Rule 1210.10, as a registered                                                                            person’s last attempt to pass the
                                                                                                        compensation resulting from the                        examination, except a person who fails
                                                person, the sole proprietor will not be                 municipal securities or municipal
                                                required to pay dues or assessments                                                                            an examination three or more times in
                                                                                                        advisory business generated by the                     succession within a two-year period
                                                during the inactive period and will not                 accounts. In addition, an associated
                                                be required to pay an admission fee                                                                            may only retake the examination after
                                                                                                        person of a dealer or municipal advisor                180 calendar days from the date of the
                                                upon returning to his or her investment                 would not be subject to the applicable
                                                banking or securities business.                                                                                person’s last attempt to pass the
                                                                                                        CE obligations under Rule G–3(i) during                examination. In addition, FINRA Rule
                                                   Rule G–3 generally provides that an                  the period of active U.S. military                     1210.06 extended these provisions to
                                                individual who is not associated with a                 service, provided the MSRB receives                    the SIE examination.
                                                dealer or municipal advisor for a period                notice of the associated person’s period                 Although generally consistent with
                                                of more than two years will have his or                 of active U.S. military service within 30              FINRA’s approved rule, to promote
                                                her professional qualifications lapse,                  days of completion of such service.23                  regulatory consistency, the MSRB is
                                                requiring such person to requalify by                      Proposed Supplementary Material .05                 proposing to amend to Rule G–3(g), on
                                                examination upon re-associating with a                  would also provide that a dealer or                    retaking of qualification examinations,
                                                dealer or municipal advisor. The MSRB                   municipal advisor sole proprietor who                  to change the term ‘‘six months’’ to ‘‘180
                                                is proposing to amend Rule G–3 to                       temporarily closes his or her business                 calendar days’’ and to add ‘‘within a
                                                adopt Supplementary Material .05,                       by reason of volunteering for or being                 two-year period’’ after the phrase ‘‘three
                                                which would provide that, for purposes                  called into active U.S. military service               of more times in succession.’’ The
                                                of determining the two-year period, a                   shall be placed, on an inactive status                 addition of the phrase is intended to
                                                formerly qualified associated person                    after notice to the MSRB. As a result, in              clarify the frequency with which
                                                who volunteers for or is called to active               addition to the relief provided to the                 FINRA’s test delivery system resets a
                                                U.S. military service will have that time               sole proprietor as a qualified associated              candidate’s exam history data.
                                                tolled commencing on the date the                       person, the sole proprietor will not be
                                                person began active military service.                   required to pay fees pursuant to Rules                 Restructuring of the MSRB’s
                                                Importantly, Supplementary Material                     A–11 or A–12 that, if applicable, accrue               Professional Qualification Examination
                                                .05 would preserve the time tolled by                   during the inactive period. Further,                   Program
                                                establishing that the MSRB must receive                 upon returning from active U.S. military               A. Accepting the SIE Examination and
                                                notice of the person’s period of active                 service, the dealer or municipal advisor               Revising the Municipal Securities
                                                U.S. military service within 90 days                    sole proprietor must provide the MSRB                  Representative Qualification
                                                following the completion of such                        notice within 30 calendar days that the                Examination
                                                person’s active U.S. military service.22                sole proprietor has returned to his or her
                                                                                                        business.24                                              FINRA’s consolidated rule change
                                                Absent such notice, the deferral will                                                                          established the SIE exam to eliminate
                                                terminate and the period of time while                                                                         the duplicative testing of general
                                                                                                           23 The notice required shall be in the form of a

                                                                                                        letter to the MSRB on firm letterhead that includes    securities knowledge across its current
                                                   21 More specifically, FINRA’s rule states that the
                                                                                                        the firm’s MSRB ID number, the individual’s name       representative-level qualification
                                                two-year period for lapse of registration of its        (including, if applicable, the individual’s CRD
                                                representative and principal-level qualifications
                                                                                                                                                               examinations by moving such content
                                                                                                        number), the start and end dates of the individual’s
                                                and the four-year expiration for the SIE examination    active U.S. military service and the branch of         into the SIE exam.25 With the
                                                would be tolled for the period the individual is on     service. Such notice shall be provided to the MSRB     establishment of the SIE exam, FINRA
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                                                active service.                                         electronically at Compliance@msrb.org.                 restructured its representative-level
                                                   22 The notice required to preserve such deferral        24 The notice required shall be in the form of a
                                                                                                                                                               exams into specialized knowledge
                                                shall be in the form of a letter to the MSRB that       letter to the MSRB on firm letterhead that includes
                                                includes the individual’s name (including, if           the firm’s MSRB ID number, the individual’s name
                                                                                                                                                               examinations to test knowledge of
                                                applicable, the individual’s CRD number), the start     (including, if applicable, the individual’s CRD
                                                and end dates of the individual’s active U.S.           number), the start and end dates of the individual’s     25 Individuals do not have to be associated with

                                                military service and the branch of service. Such        active military service and the branch of service.     a FINRA member to take the SIE examination,
                                                notice shall be provided to the MSRB electronically     Such notice shall be provided to the MSRB              unlike FINRA’s representative-level qualification
                                                at Compliance@msrb.org.                                 electronically at Compliance@msrb.org.                 examinations.



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                                                29860                          Federal Register / Vol. 83, No. 123 / Tuesday, June 26, 2018 / Notices

                                                concepts and rules specifically                         transactions in municipal securities                   may . . . specify that all or any portion of
                                                corresponding to a particular                           have attained specified levels of                      such standards shall be applicable to any
                                                representative-level qualification.                     competence and knowledge to become                     such class; and require persons in any such
                                                                                                        registered as municipal securities                     class to pass tests . . .
                                                FINRA Rule 1210.03, on qualification
                                                examinations, provides that before a                    representatives.                                          The MSRB believes that, by requiring
                                                person can become registered as a                          The Series 52, in its current format,               persons to take and pass a professional
                                                representative, such person must pass                   has general securities knowledge                       qualification examination, such
                                                the SIE exam and an appropriate                         content that will be tested on the future              requirement promotes public
                                                representative-level qualification                      SIE exam. The MSRB, therefore, intends                 confidence by ensuring the minimum
                                                examination.                                            to restructure the Series 52 as a                      standards of training, experience and
                                                  In developing the SIE exam, FINRA                     specialized knowledge examination to                   competence required by the Board are
                                                established a committee of industry                     better focus the content of the                        being achieved. The MSRB also believes
                                                professionals to create the content                     examination more specifically to                       that the restructuring of its current
                                                outline for the SIE exam and invited                    municipal securities knowledge.                        qualification examination program is
                                                staff from the MSRB’s Professional                      Accordingly, the MSRB is proposing an                  consistent with and in furtherance of
                                                Qualifications department to participate                amendment to Rule G–3(a)(ii) that                      the stated objectives of Section
                                                on the committee.26 The SIE exam                        would require an individual to pass                    15B(b)(2)(A) of the Act because by
                                                content outline is divided into four                    both the SIE exam and the revised                      ensuring the Series 52 specialized
                                                sections, with each section addressing                  Series 52 29 in order to become qualified              knowledge examination focuses on the
                                                the essential areas of general knowledge.               as a municipal securities                              most relevant laws, rules and
                                                The SIE exam will consist of 75 scored                  representative.30 Additionally, the                    regulations of the municipal securities
                                                multiple-choice questions.27 Pursuant to                MSRB will continue to recognize, in                    market, investors are more well
                                                FINRA Rule 1210.08, a passing score on                  their revised forms as specialized                     protected. Also, by more closely
                                                the SIE exam would be valid for four                    knowledge examinations, the Municipal                  aligning the Series 52 specialized
                                                years and a person that passes the SIE                  Securities Sales Limited Representative                knowledge examination content to the
                                                exam would have up to four years to                     Examination (Series 7) and the Limited                 functions and activities performed by a
                                                pass a representative-level qualification               Representative-Investment Company                      municipal securities representative,
                                                examination in order to become                          Variable Contracts Product                             such associated persons are more likely
                                                registered in a representative-level                    Representative Examination (Series 6) in               to fully grasp the prescribed regulatory
                                                capacity.                                               furtherance of regulatory consistency                  standards, which aides to preserve the
                                                  The sections and the associated                       and for purposes of avoiding impact to                 integrity of the municipal securities
                                                number of questions for each section                    the current distribution channel for the               market. Importantly, without
                                                are:                                                    sale of municipal securities.                          compromising the qualification
                                                  • Section 1: Knowledge of Capital                     2. Statutory Basis                                     standards, the proposed rule change
                                                Markets (12 questions);                                                                                        would improve the efficiency of the
                                                  • Section 2: Understanding Products                      The MSRB believes that the proposed
                                                                                                        rule change is consistent with Section                 examination program by eliminating
                                                and Their Risks (33 questions);                                                                                duplicative testing of general securities
                                                  • Section 3: Understanding Trading,                   15B(b)(2)(A) of the Act,31 which
                                                                                                        provides that the MSRB’s rules shall                   knowledge.
                                                Customer Accounts and Prohibited                                                                                  Moreover, consistent with Section
                                                Activities (23 questions); and                          prescribe:
                                                                                                                                                               15B(b)(2)(A) of the Act, permitting such
                                                  • Section 4: Overview of the                          such standards of training, experience,
                                                                                                                                                               persons to work at an industry affiliate
                                                Regulatory Framework (7 questions).                     competence, and such other qualifications as
                                                                                                        the Board finds necessary or appropriate in            of a dealer without having to requalify
                                                  Rule G–3(a)(ii), on qualification
                                                                                                        the public interest or for the protection of           by examination upon re-registering with
                                                requirements, provides that ‘‘every
                                                                                                        investors and municipal entities or obligated          a dealer, by permitting them to seek a
                                                municipal securities representative shall
                                                                                                        persons. In connection with the definition             waiver from re-examination, lends itself
                                                take and pass the Municipal Securities                  and application of such standards the Board            to a greater understanding of the
                                                Representative Qualification
                                                                                                                                                               financial services industry. Further, the
                                                Examination prior to being qualified as                    29 The content outlines for MSRB’s qualification
                                                                                                                                                               proposed rule change would allow
                                                a municipal securities                                  examinations serve as a guide to the subject matters
                                                                                                                                                               individuals to maintain their knowledge
                                                representative.’’ 28 The Series 52 is                   tested on each examination. The MSRB’s Series 52/
                                                                                                        53 Subcommittee of the Professional Qualification      base while working in areas ancillary to
                                                designed to establish that persons
                                                                                                        Advisory Committee has been reviewing the current      the municipal securities market, thereby
                                                associated with dealers that effect                     content covered on the Series 52 examination to        providing such market professionals
                                                                                                        determine the revisions that will be necessary to
                                                   26 MSRB staff reviewed the SIE content outline       appropriately modify the Series 52 into a
                                                                                                                                                               additional securities knowledge, which,
                                                and provided substantive comments to ensure             specialized knowledge examination. In connection       in turn, promotes confidence in market
                                                relevant MSRB rules were incorporated and content       with the filing of this proposed rule change, and in   professionals. The proposed rule change
                                                specific to municipal securities was addressed on       advance of the October 1, 2018 effective date of the   would also expand the scope of
                                                the outline. FINRA filed the content outline and        proposed rule change, the MSRB anticipates filing
                                                selection specifications for the new SIE                with the SEC a revised Series 52 content outline to
                                                                                                                                                               permissive qualifications, which, among
                                                examination with the SEC for immediate                  reflect the modifications to the Series 52             other things, would allow dealers to
                                                effectiveness. See Exchange Act Release No. 82578       examination and the removal of duplicative content     develop a depth of associated persons
                                                (January 24, 2018), 83 FR 4375 (January 30, 2018)       that would appear on the SIE exam.                     with qualifications to respond to
                                                (SR–FINRA–2018–002).                                       30 Since the SIE examination is meant to
                                                                                                                                                               unanticipated personnel changes and
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                                                   27 The passing score for the SIE exam will be        eliminate duplicative testing of general content
                                                published on FINRA’s website prior to the first         across representative-level examinations and           would encourage a greater
                                                administration of the examination in October 2018.      thereby, affording the opportunity for                 understanding of the municipal
                                                   28 An exception to the rule, allows only persons     representative-level examinations to become more       securities markets. As proposed, by
                                                having been duly qualified as a general securities      specialized knowledge examinations there is no         allowing individuals to function in a
                                                representative by reason of having passed the           impact to the Series 51 exam and Series 53 exam
                                                General Securities Representative Qualification         that would necessitate restructuring of those          principal capacity for a limited period
                                                Examination before November 7, 2011 to qualify as       principal-level exams.                                 of time before having to pass a
                                                a municipal securities representative.                     31 15 U.S.C. 78o–4(b)(2)(A).                        principal-level examination would


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                                                                               Federal Register / Vol. 83, No. 123 / Tuesday, June 26, 2018 / Notices                                                  29861

                                                minimize operational disruptions to a                   IV. Solicitation of Comments                             For the Commission, pursuant to delegated
                                                dealer.                                                                                                        authority.34
                                                  Lastly, under the proposed rule                         Interested persons are invited to                    Eduardo A. Aleman,
                                                change, allowing associated persons that                submit written data, views, and                        Assistant Secretary.
                                                volunteer for or are called into active                 arguments concerning the foregoing,                    [FR Doc. 2018–13619 Filed 6–25–18; 8:45 am]
                                                U.S. military service to be placed in an                including whether the proposed rule                    BILLING CODE 8011–01–P
                                                inactive status allows for regulatory                   change is consistent with the Act.
                                                consistency and promotes the public                     Comments may be submitted by any of
                                                interest.                                               the following methods:                                 SECURITIES AND EXCHANGE
                                                B. Self-Regulatory Organization’s                                                                              COMMISSION
                                                                                                        Electronic Comments
                                                Statement on Burden on Competition                                                                             (Release No. 34–83482; File No. SR–
                                                                                                          • Use the Commission’s internet                      NASDAQ–2018–046)
                                                   The MSRB does not believe that the
                                                                                                        comment form (http://www.sec.gov/
                                                proposed rule change will result in any                                                                        Self-Regulatory Organizations; The
                                                burden on competition that is not                       rules/sro.shtml); or
                                                                                                                                                               Nasdaq Stock Market LLC; Notice of
                                                necessary or appropriate in furtherance                   • Send an email to rule-comments@
                                                                                                                                                               Filing and Immediate Effectiveness of
                                                of the purposes of the Act. The                         sec.gov. Please include File Number SR–
                                                                                                                                                               Proposed Rule Change To Amend Rule
                                                proposed rule change reflects the                       MSRB–2018–04 on the subject line.                      4702
                                                MSRB’s belief that its registration
                                                requirements should be generally                        Paper Comments                                         June 20, 2018.
                                                harmonized with FINRA’s consolidated                      • Send paper comments in triplicate                     Pursuant to Section 19(b)(1) of the
                                                rule change for purposes of regulatory                  to Secretary, Securities and Exchange                  Securities Exchange Act of 1934
                                                efficiency and that such changes do not                 Commission, 100 F Street NE,                           (‘‘Act’’),1 and Rule 19b–4 thereunder,2
                                                attach additional burdens on dealers,                   Washington, DC 20549.                                  notice is hereby given that on June 8,
                                                and as applicable, municipal advisors.                                                                         2018, The Nasdaq Stock Market LLC
                                                In addition, the MSRB’s restructuring of                All submissions should refer to File                   (‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the
                                                its qualification examination program to                Number SR–MSRB–2018–04. This file                      Securities and Exchange Commission
                                                better align with the functions and                     number should be included on the                       (‘‘SEC’’ or ‘‘Commission’’) the proposed
                                                associated tasks currently performed by                 subject line if email is used. To help the             rule change as described in Items I and
                                                a municipal securities representative                   Commission process and review your                     II below, which Items have been
                                                makes for a more effective qualification                comments more efficiently, please use                  prepared by the Exchange. The
                                                examination.                                            only one method. The Commission will                   Commission is publishing this notice to
                                                C. Self-Regulatory Organization’s                       post all comments on the Commission’s                  solicit comments on the proposed rule
                                                Statement on Comments on the                            internet website (http://www.sec.gov/                  change from interested persons.
                                                Proposed Rule Change Received From                      rules/sro.shtml). Copies of the                        I. Self-Regulatory Organization’s
                                                Members, Participants, or Others                        submission, all subsequent                             Statement of the Terms of Substance of
                                                                                                        amendments, all written statements                     the Proposed Rule Change
                                                  The Board did not solicit comment on
                                                the proposed change. Therefore, there                   with respect to the proposed rule
                                                                                                                                                                  The Exchange proposes to amend
                                                are no comments on the proposed rule                    change that are filed with the                         Rule 4702(b)(12)(A) so that Participants
                                                change received from members,                           Commission, and all written                            can choose to have their Limit On Close
                                                participants or others.                                 communications relating to the                         Orders rejected if subject to being re-
                                                                                                        proposed rule change between the                       priced when entered between 3:50 p.m.
                                                III. Date of Effectiveness of the                       Commission and any person, other than
                                                Proposed Rule Change and Timing for                                                                            ET and immediately prior to 3:55 p.m.
                                                                                                        those that may be withheld from the                    ET.
                                                Commission Action                                       public in accordance with the                             The text of the proposed rule change
                                                   Because the foregoing proposed rule                  provisions of 5 U.S.C. 552, will be                    is available on the Exchange’s website at
                                                change does not: (i) Significantly affect               available for website viewing and                      http://nasdaq.cchwallstreet.com, at the
                                                the protection of investors or the public               printing in the Commission’s Public                    principal office of the Exchange, and at
                                                interest; (ii) impose any significant                   Reference Room, 100 F Street NE,                       the Commission’s Public Reference
                                                burden on competition; and (iii) become                 Washington, DC 20549 on official                       Room.
                                                operative for 30 days from the date on                  business days between the hours of
                                                which it was filed, or such shorter time                                                                       II. Self-Regulatory Organization’s
                                                                                                        10:00 a.m. and 3:00 p.m. Copies of the                 Statement of the Purpose of, and
                                                as the Commission may designate, it has                 filing also will be available for
                                                become effective pursuant to Section                                                                           Statutory Basis for, the Proposed Rule
                                                                                                        inspection and copying at the principal                Change
                                                19(b)(3)(A) of the Act 32 and Rule 19b–                 office of the MSRB. All comments
                                                4(f)(6) thereunder.33                                                                                             In its filing with the Commission, the
                                                                                                        received will be posted without change.
                                                   At any time within 60 days of the                                                                           Exchange included statements
                                                filing of the proposed rule change, the                 Persons submitting comments are
                                                                                                                                                               concerning the purpose of and basis for
                                                Commission summarily may                                cautioned that we do not redact or edit
                                                                                                                                                               the proposed rule change and discussed
                                                temporarily suspend such rule change if                 personal identifying information from                  any comments it received on the
                                                                                                        comment submissions. You should
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                                                it appears to the Commission that such                                                                         proposed rule change. The text of these
                                                action is necessary or appropriate in the               submit only information that you wish                  statements may be examined at the
                                                public interest, for the protection of                  to make available publicly. All                        places specified in Item IV below. The
                                                investors, or otherwise in furtherance of               submissions should refer to File                       Exchange has prepared summaries, set
                                                the purposes of the Act.                                Number SR–MSRB–2018–04 and should
                                                                                                        be submitted on or before July 17, 2018.                 34 17 CFR 200.30–3(a)(12).
                                                  32 15 U.S.C. 78s(b)(3)(A).                                                                                     1 15 U.S.C. 78s(b)(1).
                                                  33 17 CFR 240.19b–4(f)(6).                                                                                     2 17 CFR 240.19b–4.




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Document Created: 2018-06-26 00:52:52
Document Modified: 2018-06-26 00:52:52
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 Citation83 FR 29855 

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