[Federal Register Volume 85, Number 241 (Tuesday, December 15, 2020)]
[Notices]
[Pages 81254-81257]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-27486]
[[Page 81254]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-90621; File No. SR-MSRB-2020-09]
Self-Regulatory Organizations; Municipal Securities Rulemaking
Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule
Change To Provide Additional Regulatory Relief on a Temporary Basis to
Dealers and Municipal Advisors Due to the Sustained Coronavirus (COVID-
19) Pandemic
December 9, 2020.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ notice
is hereby given that on December 2, 2020 the Municipal Securities
Rulemaking Board (``MSRB'' or ``Board'') filed with the Securities and
Exchange Commission (``SEC'' or ``Commission'') the proposed rule
change as described in Items I and II, 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 (i)
amend Supplementary Material .01, Temporary Relief for Completing
Office Inspections, of MSRB G-27, on supervision, to allow internal
inspections of brokers, dealers and municipal securities dealers
(collectively, ``dealers'') to be conducted remotely, subject to
certain conditions, for calendar year 2020 and calendar year 2021,
without an on-site visit to the office or location; (ii) amend MSRB
Rule G-16, on periodic compliance examinations, to add Supplementary
Material .01, Temporary Relief for Completing Periodic Compliance
Examination, to provide a temporary extension of time for registered
securities associations \3\ and appropriate regulatory agencies \4\
(collectively, ``examining authorities'') to initiate periodic
examinations of dealers; (iii) amend Supplementary Material .09,
Temporary Relief for Municipal Advisor Principal, of MSRB Rule G-3, on
professional qualification requirements, to provide a further extension
of time for those individuals who meet the definition of a municipal
advisor principal \5\ to become appropriately qualified by passing the
Municipal Advisor Principal Qualification Examination (Series 54); and
(iv) make a technical change to Supplementary Material .12, Temporary
Relief for Municipal Advisor Continuing Education Requirements, of MSRB
Rule G-3 to update a cross-reference (collectively the ``proposed rule
change'').
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\3\ Section 15B(c)(7) of the Exchange Act provides that periodic
examinations of municipal securities brokers and municipal
securities dealers shall be conducted by a registered securities
association, in the case of municipal securities brokers and
municipal securities dealers that are members of such association.
The Financial Industry Regulatory Authority (``FINRA'') is currently
the only registered securities association. See 15 U.S.C. 78o-
4(c)(7).
\4\ Pursuant to Section 15B(c)(7) of the Exchange Act, municipal
securities brokers and municipal securities dealers who are not
members of a registered securities association shall be examined by
their appropriate regulatory agency. The term ``appropriate
regulatory agency'' when used with respect to municipal securities
dealers means, in part, the Office of the Comptroller of the
Currency (``OCC''), the Board of Governors of the Federal Reserve
System (``FRB''), and the Federal Deposit Insurance Corporation
(``FDIC''). See 15 U.S.C. 78c(a)(34)(A). The Commission also has the
authority to examine all registered municipal securities dealers.
See 15 U.S.C. 78q(b)(1).
\5\ The term ``municipal advisor principal'' is defined in Rule
G-3(e)(i) to mean a natural person associated with a municipal
advisor who is qualified as a municipal advisor representative and
is directly engaged in the management, direction or supervision of
the municipal advisory activities of the municipal advisor and its
associated persons.
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The MSRB has designated the proposed rule change as constituting a
``noncontroversial'' rule change under Section 19(b)(3)(A) \6\ of the
Act and Rule 19b-4(f)(6) \7\ thereunder, which renders the proposal
effective upon receipt of this filing by the Commission and has
requested that the Commission waive the requirement that the proposed
rule change not become operative for 30 days after the date of the
filing, so that the MSRB can implement the proposed rule change
immediately.
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\6\ 15 U.S.C. 78s(b)(3)(A).
\7\ 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/2020-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
In March of this year, the United States declared a national
emergency in response to the coronavirus disease (``COVID-19'')
pandemic.\8\ In light of the operational challenges and disruptions to
normal business functions as a result of COVID-19 pandemic, the MSRB
filed a proposed rule change for immediate effectiveness with the SEC
in April of this year that provided regulatory relief on a temporary
basis to dealers and municipal advisors (collectively ``regulated
entities''). The MSRB stated it would continue to monitor the impact of
COVID-19 and work in close coordination with other financial regulators
and governmental authorities.\9\
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\8\ See The White House, ``Proclamation on Declaring a National
Emergency Concerning the Novel Coronavirus Disease (COVID-19)
Outbreak,'' (March 13, 2020) https://www.whitehouse.gov/
presidential-actions/proclamation-declaring-national-emergency-
concerning-novel-coronavirus-disease-covid-19-outbreak/
#:~:text=On%20March%2011%2C%202020%2C%20the,and%20across%20the%20Unit
ed%20States.
\9\ See Release No. 34-88694 (April 20, 2020), 85 FR 23088
(April 24, 2020) (File No. SR-MSRB-2020-01) (``April relief'').
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The MSRB recognizes that a vast number of regulated entities are
still operating under business continuity plans and continue to manage
operations from alternate sites with employees working from diverse
work locations and telework arrangements. The impacts of the COVID-19
pandemic persist and, in an effort to slow the spread of COVID-19, many
states are continuing to impose stay-at-home orders, limitations on in-
person interactions and travel restrictions. Due to the ongoing
pandemic-related health and safety concerns and the operational
challenges regulated entities continue to experience, the MSRB believes
the additional tailored temporary relief provided in the proposed rule
change is warranted.
Temporary Relief Under Rule G-27 To Allow Remote Inspections for
Calendar Year 2020 and Calendar Year 2021
With respect to Rule G-27, the April relief extended the deadline
until March 31, 2021 for dealers to complete their
[[Page 81255]]
calendar year 2020 inspections.\10\ However, in light of the health and
safety concerns coupled with the continued restrictions on social
interactions and travel, the April relief is no longer sufficient. To
help proactively address the challenges resulting from the sustained
pandemic, the MSRB is proposing to amend temporary Supplementary
Material .01 under Rule G-27, on supervision, to provide dealers,
subject to specified requirements therein, the ability to conduct the
inspections of their offices and locations for calendar year 2020 and
calendar year 2021 remotely without the need to conduct an onsite visit
to such office or location.\11\
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\10\ Id.
\11\ The proposed amendment to Supplementary Material .01 would
be analogous to FINRA's rule change, File No. SR-FINRA-2020-04,
which was filed on November 6, 2020 and was effective upon filing.
See Release No. 34-90454 (Nov. 6, 2020) https://www.sec.gov/rules/sro/finra/2020/34-90454.pdf.
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The proposed amendment to Supplementary Material .01 would set
forth that inspections are due to be completed by March 31, 2021 for
calendar year 2020 and completed by December 31, 2021 for calendar year
2021, the requirement to amend or supplement written supervisory
procedures for remote inspections, the use of remote inspections as
part of an effective supervisory system, and documentation
requirements. The MSRB believes affording dealers the option to conduct
remote inspections is a prudent regulatory approach during these
unprecedented times while continuing to serve the important investor
protection objectives of the inspection requirements under these unique
circumstances. The temporary proposed supplementary material makes
clear that it is not intended to alter a dealer's core responsibility,
embodied in Rule G-27, to establish and maintain a system to supervise
the activities of each associated person that is reasonably designed to
ensure compliance with Board rules and the applicable provisions of the
Act and rules thereunder.
Temporary Relief Under Rule G-16 To Extend the Time To Complete
Periodic Compliance Examinations
MSRB Rule G-16, on periodic compliance examination, provides that
at least once every four calendar years, each dealer that is a member
of a registered securities association, must be examined by such
registered securities association (i.e., FINRA); and at least once
every two calendar years, each municipal securities dealer that is a
bank or subsidiary or department or division of a bank must be examined
by the appropriate regulatory agency (i.e., OCC, FRB, or FDIC), in
accordance with Section 15B(c)(7) of the Exchange Act \12\ for
compliance with applicable rules of the Board and applicable provisions
of the Act and rules and regulations of the Commission thereunder.
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\12\ 15 U.S.C. 78o-4(b)(c)(7).
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In an effort to provide examining authorities with an opportunity
to better manage and allocate resources during these exigent
circumstances; and in working with dealers as they manage operational
challenges due to the pandemic, the MSRB is proposing to temporarily
modify the date by which compliance examinations under Rule G-16 must
be met. Specifically, the proposed rule change would deem any
examination initiated between January 1, 2020 and March 31, 2021 to
have occurred in calendar year 2020.
Temporary Relief Under Rule G-3 To Extend Time To Complete Professional
Qualification Requirements and Technical Amendment
In connection with the MSRB's April relief, the MSRB provided
additional time to allow individuals to fulfill certain professional
qualification standards under Rule G-3, on professional qualification
requirements.\13\ At that time, due to the uncertainty regarding
ongoing stay-at-home orders and social distance restrictions that could
impact capacity at Prometric testing centers,\14\ the MSRB extended the
date by which individuals are required to become qualified with the
Series 54 examination from November 12, 2020 to March 31, 2021.\15\
Given the protracted period of the COVID-19 pandemic, the MSRB is
taking proactive measures and is proposing to amend Supplementary
Material .09 of Rule G-3 to extend the time period from March 31, 2021
to November 12, 2021, by which individuals who meet the definition of a
municipal advisor principal must become appropriately qualified by
passing the Series 54 examination. This extension of time affords
municipal advisors and individuals functioning as municipal advisor
principals a full year from the sunsetting of the original grace-period
\16\ to continue to engage in the management, direction or supervision
of the municipal advisory activities of the municipal advisor and its
associated persons, so long as such persons are qualified with the
Municipal Advisor Representative Qualification Examination (Series 50).
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\13\ See supra note 9.
\14\ FINRA, as appointed by the Commission, provides test
administration services to the MSRB for the delivery of MSRB-owned
professional qualification examinations. See, e.g., Release No. 34-
75714 (Aug. 17, 2015) (Designation of the Financial Industry
Regulatory Authority to Administer Professional Qualification Tests
for Associated Persons of Registered Municipal Advisors). FINRA uses
Prometric as its single vendor for the delivery of the professional
qualification examinations that FINRA is charged with administering,
including MSRB-owned professional qualification examinations.
\15\ In the April relief, the MSRB provided temporary relief for
dealers by permitting any individual qualified to function in the
capacity as a municipal securities principal, municipal fund
securities limited principal or a municipal securities sales
principal additional time to engage in the principal activity before
passing the applicable principal-level qualification examination.
The April relief extended the requirement to 120 days from the time
the MSRB announces that Prometric testing centers have resumed
sufficient access to its testing centers. See Rules G-3(b)(ii)(D),
G-3(b)(iv)(B)(4) and G-3(c)(ii)(D). The MSRB stated in the April
relief that it would publish a notice on its website announcing when
Prometric resumes operations in its testing centers, so regulated
entities are on notice of when the 120-day period begins to toll.
See supra note 9. The MSRB notes dealer firms are still covered
under the April relief because, given the exigent circumstances
surrounding the sustained pandemic, the MSRB has not yet announced
when the obligation to take and pass the applicable principal
examination must be completed.
\16\ The MSRB had previously stated, to facilitate the
transition to the new exam requirement, the MSRB was providing a
one-year grace period, sunsetting on November 12, 2020, during which
individuals qualified with the Series 50 examination would be able
to take the Series 54 examination while continuing to engage in
principal-level activities. See Release No. 34-84630 (Nov. 20,
2018), 83 FR 60927 (Nov. 27, 2018) (File No. SR-MSRB-2018-07).
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The proposed rule change also makes a technical amendment to
Supplementary Material .12 under Rule G-3, providing for the temporary
relief for municipal advisor continuing education requirements, by
correcting the cross-reference under the provision from (i)(ii)(B)(2)
to (i)(ii)(B).
2. Statutory Basis
The MSRB believes that the proposed rule change is consistent with
Section 15B(b)(2)(C) of the Exchange Act,\17\ which provides that the
MSRB's rules shall:
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\17\ 15 U.S.C. 78o-4(b)(2)(C).
be designed to prevent fraudulent and manipulative acts and
practices, to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged in
regulating, clearing, settling, processing information with respect
to, and facilitating transactions in municipal securities and
municipal financial products, to remove impediments to and perfect
the mechanism of a free and open market in municipal securities and
municipal financial products, and, in general, to protect investors,
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municipal entities, obligated persons, and the public interest.
[[Page 81256]]
The proposed rule change is designed to provide regulated entities
additional time to comply with certain obligations under MSRB rules for
a temporary period of time; it does not relieve such entities from
compliance with underlying obligations that directly serve to protect
investors, municipal entities, obligated persons and the public
interest or market transparency goals. In a time when faced with unique
challenges resulting from the sustained pandemic, the proposed rule
change will afford dealers, municipal advisors and the examining
authorities the ability to safeguard the health and safety of their
personnel and to more effectively allocate resources to serve and
promote the protection of investors, municipal entities, obligated
persons and the public interest. In addition, the proposed rule change
will also alleviate some of the operational challenges these regulated
entities may be experiencing, which will allow them to more effectively
allocate resources to the provision of advice and the operations that
facilitate transactions in municipal securities and municipal financial
products, to remove impediments to and perfect the mechanism of a free
and open market in municipal securities and municipal financial
products.
Additionally, the proposed rule change is consistent with Section
15B(b)(2)(E) of the Exchange Act,\18\ which provides that the MSRB's
rules shall provide:
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\18\ 15 U.S.C. 78o-4(b)(2)(E).
for the periodic examination in accordance with subsection (c)(7) of
this section of municipal securities brokers, municipal securities
dealers, and municipal advisors to determine compliance with
applicable provisions of this title, the rules and regulations
thereunder, and the rules of the Board. Such rules shall specify the
minimum scope and frequency of such examinations and shall be
designed to avoid unnecessary regulatory duplication or undue
regulatory burdens for any such municipal securities broker,
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municipal securities dealer, or municipal advisor.
Given the potential period of the pandemic and resulting persistent
challenges to business operations, the proposed rule change provides
examining authorities, not only with the ability to appropriately
allocate their resources, but with a degree of flexibility to be
responsive to the challenges dealers may face and minimize, to the
extent possible, undue regulatory burdens, while not substantively
altering examining authorities' obligations to examine for compliance
with applicable rules of the Board and applicable provisions of the
Act. The MSRB believes the temporary relief to provide for an extension
of time for examining authorities to initiate periodic compliance
examinations is not likely to, in isolation, create an investor
protection harm given that, through risk assessments, dealers are
prioritized and examined with a greater frequency than the timeline
Rule G-16 allows.\19\
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\19\ The MSRB stated in a filing made with the SEC, in 2011,
that firms that are members of a registered securities association
are risk-ranked based on an analysis of various identified risks and
related factors. See Release No. 34-65992 (Dec. 16, 2011), 76 FR
79738 (Dec. 22, 2011) (File No. SR-MSRB-2011-19).
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The MSRB believes that the proposed rule change is also consistent
with Section 15B(b)(2)(A) of the Act,\20\ which 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,'' in that those acting in the capacity
of a municipal advisor principal would still be subject to the
regulatory requirements under Rule G-3, including the requirement to be
qualified with the Series 50 examination. Additionally, continuing to
allow individuals to function in a principal capacity with the Series
50 for a period of time before having to pass the Series 54
examination, given this protracted period of the pandemic, provides
individuals flexibility to prioritize safeguarding their health and
safety and the proposed rule change is not inconsistent with the
purpose of the grace period that the MSRB originally provided such
professionals to qualify by the Series 54 examination, which is to
minimize disruptions and to provide an orderly transition to the new
qualification requirements.\21\
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\20\ 15 U.S.C. 78o-4(b)(2)(A).
\21\ See Release No. 34-84630 (Nov. 20, 2018), 83 FR 60927 (Nov.
27, 2018) (File No. SR-MSRB-2018-07).
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B. Self-Regulatory Organization's Statement on Burden on Competition
Section 15B(b)(2)(C) of the Act requires that MSRB rules be
designed not to impose any burden on competition not necessary or
appropriate in furtherance of the purposes of the Act.\22\ The MSRB
does not believe that the proposed rule change will impose any burden
on competition not necessary or appropriate in furtherance of the
Exchange Act. The goal of the proposed rule change is to provide
temporary relief to grant additional time for regulated entities and
the examining authorities to meet certain obligations under MSRB rules
during the exigent circumstances of the COVID-19 pandemic but would not
alter their underlying obligations under MSRB rules.
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\22\ 15 U.S.C. 78o-4(b)(2)(C).
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Additionally, Section 15B(b)(2)(L)(iv) of the Exchange Act,
requires that MSRB rules not impose a regulatory burden on small
municipal advisors that is not necessary or appropriate in the public
interest and for the protection of investors, municipal entities, and
obligated persons, provided that there is robust protection of
investors against fraud.\23\ The MSRB believes that the proposed rule
change is consistent with Section 15B(b)(2)(L)(iv) of the Exchange Act
\24\ in that, while the proposed rule change to extend the date by
which individuals have to pass the Series 54 examination will affect
all municipal advisors, including small municipal advisors, there is no
new regulatory burden that results. Small municipal advisors typically
have fewer associated persons and, as a result, their resources may be
more limited during the pandemic and the benefits of the proposed rule
change may provide smaller municipal advisors a greater benefit given
their limited resources.
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\23\ 15 U.S.C. 78o-4(b)(2)(L)(iv).
\24\ Id.
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C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
Written comments were neither solicited nor received on the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Pursuant to Section 19(b)(3)(A) \25\ of the Act and Rule 19b-
4(f)(6) \26\ thereunder, the MSRB has designated the proposed rule
change as one that effects a change that: (i) Does not significantly
affect the protection of investors or the public interest; (ii) does
not impose any significant burden on competition; and (iii) by its
terms, does not become operative for 30 days after the date of the
filing, or such shorter time as the Commission may designate. A
proposed rule change filed under Rule 19b-4(f)(6) normally does not
become operative until 30 days after the date of filing.\27\ However,
Rule 19b-4(f)(6)(iii) \28\ permits the Commission to
[[Page 81257]]
designate a shorter time if such action is consistent with the
protection of investors and the public interest.\29\ The MSRB has
requested that the Commission designate the proposed rule change
operative upon filing,\30\ as specified in Rule 19b-4(f)(6)(iii),\31\
which would make the proposed rule change operative on December 2,
2020.
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\25\ 15 U.S.C. 78s(b)(3)(A).
\26\ 17 CFR 240.19b-4(f)(6).
\27\ Id.
\28\ 17 CFR 240.19b-4(f)(6)(iii).
\29\ In addition, Rule 19b-4(f)(6)(iii) requires a self-
regulatory organization to give the Commission written notice of its
intent to file a proposed rule change, along with a brief
description and text of such proposed rule change, at least five
business days prior to the date of filing, or such shorter time as
designated by the Commission. The Commission has designated a
shorter time for delivery of such written notice.
\30\ See SR-MSRB-2018-10.
\31\ 17 CFR 240.19b-4(f)(6)(iii).
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The MSRB notes that the proposed rule change does not relieve
regulated entities from compliance with underlying obligations. Rather,
the proposed rule change provides regulated entities with additional
time and flexibility to comply with certain compliance obligations for
a temporary period of time. Additionally, it grants examining
authorities an extension of time to examine dealers without
substantially altering the examining authorities' obligations. The MSRB
believes the proposed rule change will afford regulated entities the
ability to more effectively allocate resources to serve and promote the
protection of investors, municipal entities, obligated persons and the
public interest during the sustained pandemic. Further the MSRB stated,
that by alleviating operational challenges, the proposed rule change
will allow regulated entities to focus resources on the provision of
advice and operations that facilitate transactions in municipal
securities and municipal financial products.
The Commission believes that waiving the 30-day operative delay is
consistent with the protection of investors and the public interest.
The proposed rule change does not relieve regulated entities from
compliance with underlying obligations and will allow regulated
entities to more effectively allocate resources during ongoing
disruption to normal business functions as a result of the pandemic.
Waiver of the 30-day operative period will alleviate operational
challenges and facilitate the provision of advice and transactions in
the municipal securities market in light of the ongoing impacts to in-
person interactions, travel, health and safety presented by the
pandemic. Accordingly, the Commission hereby waives the 30-day
operative delay specified in Rule 19b-4(f)(6)(iii) and designates the
proposed rule change to be operative upon filing.\32\
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\32\ For the purpose of waiving the 30-day operative delay for
this proposal, the Commission has considered the proposed rule's
impact on efficiency, competition, and capital formation. See 15
U.S.C. 78c(f).
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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 rule-comments@sec.gov. Please include
File Number SR-MSRB-2020-09 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-2020-09. 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-2020-09 and should be submitted on
or before January 5, 2021.
For the Commission, pursuant to delegated authority.\33\
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\33\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-27486 Filed 12-14-20; 8:45 am]
BILLING CODE 8011-01-P