63984 Federal Register / Vol. 88, No. 179 / Monday, September 18, 2023 / Notices 

1See Docket No. RM2018–3, Order Adopting 

Final Rules Relating to Non-Public Information, 

June 27, 2018, Attachment A at 19–22 (Order No. 

4679). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

request, the Commission appoints an 

officer of the Commission to represent 

the interests of the general public in the 

proceeding, pursuant to 39 U.S.C. 505 

(Public Representative). Section II also 

establishes comment deadline(s) 

pertaining to each request. 

The public portions of the Postal 

Service’s request(s) can be accessed via 

the Commission’s website (http://

www.prc.gov). Non-public portions of 

the Postal Service’s request(s), if any, 

can be accessed through compliance 

with the requirements of 39 CFR 

3011.301.1

The Commission invites comments on 

whether the Postal Service’s request(s) 

in the captioned docket(s) are consistent 

with the policies of title 39. For 

request(s) that the Postal Service states 

concern Market Dominant product(s), 

applicable statutory and regulatory 

requirements include 39 U.S.C. 3622, 39 

U.S.C. 3642, 39 CFR part 3030, and 39 

CFR part 3040, subpart B. For request(s) 

that the Postal Service states concern 

Competitive product(s), applicable 

statutory and regulatory requirements 

include 39 U.S.C. 3632, 39 U.S.C. 3633, 

39 U.S.C. 3642, 39 CFR part 3035, and 

39 CFR part 3040, subpart B. Comment 

deadline(s) for each request appear in 

section II. 

II. Docketed Proceeding(s) 

1. Docket No(s).: CP2020–173; Filing 

Title: Notice of the United States Postal 

Service of Filing Modification Three to 

Priority Mail Express International, 

Priority Mail International, First-Class 

Package International Service & 

Commercial ePacket Contract 2 

Negotiated Service Agreement; Filing 

Acceptance Date: September 11, 2023; 

Filing Authority: 39 CFR 3035.105; 

Public Representative: Jennaca D. 

Upperman; Comments Due: September 

19, 2023. 

2. Docket No(s).: CP2020–234; Filing 

Title: Notice of the United States Postal 

Service of Filing Modification Three to 

Global Reseller Expedited Package 2 

Negotiated Service Agreement; Filing 

Acceptance Date: September 11, 2023; 

Filing Authority: 39 CFR 3035.105; 

Public Representative: Jennaca D. 

Upperman; Comments Due: September 

19, 2023. 

This Notice will be published in the 

Federal Register. 

Erica A. Barker, 

Secretary. 

[FR Doc. 2023–20109 Filed 9–15–23; 8:45 am] 

BILLING CODE 7710–FW–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meetings 

TIME AND DATE: Notice is hereby given, 

pursuant to the provisions of the 

Government in the Sunshine Act, Public 

Law 94–409, that the Securities and 

Exchange Commission Investor 

Advisory Committee will hold a public 

meeting on Thursday, September 21, 

2023. The meeting will begin at 10:00 

a.m. (ET) and will be open to the public. 

PLACE: The meeting will be conducted 

in-person at 100 F Street NE, 

Washington, DC 20549 in the 

Multipurpose Room, and by remote 

means. Members of the public may 

attend in-person, or watch the webcast 

of the meeting on the Commission’s 

website at www.sec.gov. 

STATUS: This Sunshine Act notice is 

being issued because a majority of the 

Commission may attend the meeting. 

PUBLIC COMMENT: The public is invited 

to submit written statements to the 

Committee. Written statements should 

be received on or before September 20, 

2023. 

Written statements may be submitted 

by any of the following methods: 

Electronic Statements 

• Use the Commission’s internet 

submission form (http://www.sec.gov/ 

rules/other.shtml); or 

• Send an email message to rulescomments@sec.gov. Please include File 

No. 265–28 on the subject line; or 

Paper Electronic Statements 

• Send paper statements to Vanessa 

A. Countryman, Secretary, Securities 

and Exchange Commission, 100 F Street 

NE, Washington, DC 20549–1090. 

All submissions should refer to File No. 

265–28. This file number should be 

included on the subject line if email is 

used. To help us process and review 

your statement more efficiently, please 

use only one method. 

Statements also will be available for 

website viewing and printing in the 

Commission’s Public Reference Room, 

100 F Street NE, Room 1503, 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. All statements 

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. 

MATTERS TO BE CONSIDERED: The agenda 

for the meeting includes: welcome 

remarks; opening remarks; a panel 

discussion regarding exempt offerings 

under Regulation D Rule 506; a panel 

discussion regarding accredited 

investors; a discussion of a 

recommendation regarding human 

capital management disclosures; a 

discussion of a recommendation 

regarding open-end fund liquidity risk 

management programs and swing 

pricing; subcommittee and working 

group reports; and a non-public 

administrative session. 

CONTACT PERSON FOR MORE INFORMATION: 

For further information and to ascertain 

what, if any, matters have been added, 

deleted or postponed; please contact 

Vanessa A. Countryman from the Office 

of the Secretary at (202) 551–5400. 

Authority: 5 U.S.C. 552b. 

Dated: September 14, 2023. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2023–20243 Filed 9–14–23; 4:15 pm] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–98353; File No. SR–MSRB– 

2023–05] 

Self-Regulatory Organizations; 

Municipal Securities Rulemaking 

Board; Order Granting Approval of a 

Proposed Rule Change To Amend 

MSRB Rule G–3 To Create an 

Exemption for Municipal Advisor 

Representatives From Requalification 

by Examination and Remove Waiver 

Provisions and To Amend MSRB Rule 

G–8 To Establish Related Books and 

Records Requirements 

September 12, 2023. 

I. Introduction 

On July 21, 2023, the Municipal 

Securities Rulemaking Board (‘‘MSRB’’ 

or ‘‘Board’’) filed with the Securities 

and Exchange Commission (‘‘SEC’’ or 

‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’ or ‘‘Exchange Act’’) 1 and 

Rule 19b–4 thereunder,2 a proposed rule 

change to: (1) amend MSRB Rule G–3 

(‘‘Rule G–3’’), on professional 

qualification requirements, to (i) remove 

the waiver provisions with respect to 

municipal advisor representative and 

municipal advisor principal 

qualification requirements; (ii) establish 

a new, criteria-based exemption to 

permit certain individuals to requalify 

as a municipal advisor representative 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 88, No. 179 / Monday, September 18, 2023 / Notices 63985 

3See Exchange Act Release No. 97984 (July 25, 

2023), 88 FR 49528, 49529 (July 31, 2023) (File No. 

SR–MSRB–2023–05) (‘‘Notice’’). 4See id. at 49528. 5See Letter from Susan Gaffney, Executive 

Director, National Association of Municipal 

Advisors, dated August 21, 2023 (‘‘NAMA Letter’’). 

6See Letter to Secretary, Commission, from 

Ernesto A. Lanza, Chief Regulatory and Policy 

Officer, MSRB, dated August 31, 2023 (‘‘MSRB 

Letter’’). 

7Notice, 88 FR at 49529. 

8 15 U.S.C. 78o–4(b)(2)(A). 

9Notice, 88 FR at 49529. 

10 15 U.S.C. 78o–4(b)(2)(A)(i). 

11 15 U.S.C. 78o–4(b)(2)(A)(iii). 

12Notice, 88 FR at 49529. 

13 Id. 

14 Id. at 49529 n.3. The MSRB further stated that, 

pursuant to Section 15B(e)(4)(A)(i) and (ii) of the 

Exchange Act (15 U.S.C. 78o–4(e)(4)(A)(i) and (ii)) 

and MSRB Rules D–13, G–3(d)(i)(A), and G– 

3(d)(ii)(A), municipal advisory activities requiring 

qualification as a municipal advisor representative 

include providing advice to or on behalf of a 

municipal entity or obligated person with respect 

to municipal financial products or the issuance of 

municipal securities, including advice with respect 

to the structure, timing, terms, and other similar 

matters concerning such financial products or 

issues; or undertaking a solicitation of a municipal 

entity or obligated person. Id. at 49530 n.9. 

15 Id. at 49529 n.3. 

16 Id. 

17See MSRB, ‘‘FAQs on Municipal Advisor 

Professional Qualification and Examination 

Requirements,’’ at Questions 3 & 19 (Dec. 2021), 

available at https://www.msrb.org/sites/default/ 

files/FAQ-MSRB-Series-50-Exam.pdf (‘‘MSRB Series 

50 Examination FAQs’’). 

18Notice, 88 FR at 49530. 

19 Id. at 49537. 

20The MSRB indicated that, as industry and 

market practices evolved in recent years, the MSRB, 

in coordination with other self-regulatory 

organizations, advanced rulemaking initiatives to 

modernize applicable professional qualification and 

continuing education program requirements for 

dealers (‘‘CE Transformation’’). Id. at 49529 n.7 

(citing, as an example, Exchange Act Release No. 

95684 (Sept. 7, 2022), 87 FR 56137 (Sept. 13, 2022) 

(Notice of Filing and Immediate Effectiveness of a 

Proposed Rule Change to Amend MSRB Rule G–3 

Continuing Education Program Requirements to 

Harmonize with Industry-Wide Transformation) 

(File No. SR–MSRB–2022–07)). 

21 Id. at 49529. 

22 Id. 

without reexamination; (iii) retitle and 

replace Supplementary Material .02, on 

extraordinary waivers, with text 

specifying the means for electronic 

delivery of the requisite notice to the 

MSRB regarding satisfaction of the 

criteria-based exemption; and (iv) make 

technical changes to the rule to update 

certain phrases and clauses; and (2) 

amend MSRB Rule G–8 (‘‘Rule G–8’’), 

on books and records, to establish 

accompanying recordkeeping 

requirements (collectively, the 

‘‘proposed rule change’’). 

The MSRB requested that the 

proposed rule change be approved with 

a compliance date of no more than 30 

days following the Commission 

approval date.3

The proposed rule change was 

published for comment in the Federal 

Register on July 31, 2023.4 The 

Commission received one comment 

letter on the proposed rule change.5 On 

August 31, 2023, the MSRB responded 

to the comment letter.6 As further 

described below, the Commission is 

approving the proposed rule change. 

II. Description of the Proposed Rule 

Change 

A. Background 

The MSRB explained that it is 

charged with setting professional 

qualification standards for brokers, 

dealers, and municipal securities 

dealers (collectively, ‘‘dealers,’’ and 

each individually, a ‘‘dealer’’), as well 

as municipal advisors.7 Specifically, the 

MSRB stated that Section 15B(b)(2)(A) 

of the Act 8 authorizes the Board to 

prescribe standards of training, 

experience, competence, and such other 

qualifications as it finds necessary or 

appropriate in the public interest or for 

the protection of investors and 

municipal entities or obligated persons.9

The MSRB also stated that Sections 

15B(b)(2)(A)(i) 10 and 15B(b)(2)(A)(iii) 11

of the Act provide 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.12 The MSRB explained that, 

accordingly, it 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 qualification 

category.13

With respect to associated persons of 

municipal advisors, the MSRB noted 

that Rule G–3(d)(i)(A) defines the term 

‘‘municipal advisor representative’’ to 

mean a natural person associated with 

a municipal advisor who engages in 

municipal advisory activities on the 

municipal advisor’s behalf, other than a 

person performing only clerical, 

administrative, support, or similar 

functions.14 The MSRB explained that 

Rule G–3(d)(ii)(A) requires all persons 

meeting the definition of a municipal 

advisor representative to be qualified in 

that capacity by taking and passing the 

Municipal Advisor Representative 

Qualification Examination (‘‘Series 50 

examination’’) prior to being qualified 

as a municipal advisor representative.15

The MSRB further explained that, under 

current Rule G–3(d)(ii)(B), any person 

who, after qualifying as a municipal 

advisor representative, ceases to be 

associated with a municipal advisor 

firm for two or more years shall retake 

and pass the Series 50 examination, 

unless a waiver is granted from the 

Board in ‘‘extraordinary cases’’ pursuant 

to current Rule G–3(h)(ii).16

In contrast, as MSRB guidance 

affirms, Rule G–3(e)(i) defines the term 

‘‘municipal advisor principal’’ to mean 

a natural person associated with a 

municipal advisor who is directly 

engaged in the management, direction, 

or supervision of the municipal 

advisory activities of the municipal 

advisor and its associated persons; Rule 

G–3(e)(ii) requires all persons meeting 

the definition of municipal advisor 

principal to be qualified in that position 

by, among other things, taking and 

passing both the Series 50 examination 

and the Municipal Advisor Principal 

Qualification Examination (‘‘Series 54 

examination’’); and Rule G–3(e)(iii) 

requires every municipal advisor firm to 

have at least one municipal advisor 

principal.17 In the Notice, the MSRB 

stated that, under current Rule G– 

3(e)(ii)(B), any person who ceases to be 

associated with a municipal advisor for 

two or more years after having qualified 

as a municipal advisor principal, in 

accordance with the rule, must retake 

and pass both the Series 50 examination 

and Series 54 examination prior to being 

qualified as a municipal advisor 

principal, unless a waiver is granted 

from the Board in ‘‘extraordinary cases’’ 

pursuant to current Rule G–3(h)(ii).18

The MSRB also stated that Rule G– 

3(e)(ii)(C) affords temporary relief to an 

individual who is qualified as a 

municipal advisor representative, but is 

functioning in the capacity of a 

municipal advisor principal, for a 

period of 120 days after becoming 

designated as a municipal advisor 

principal, to take and pass the Series 54 

examination.19

The MSRB indicated that, as part of 

its rule book modernization initiative 

and in light of an industry-wide 

continuing education (‘‘CE’’) 

transformation initiative for brokerdealers,20 it undertook a review of Rule 

G–3 to identify opportunities to provide 

individuals associated with municipal 

advisor firms increased regulatory 

flexibility with respect to maintaining 

their professional qualifications.21 The 

MSRB indicated that it filed the 

proposed rule change to that end.22

B. Summary of the Proposed Rule 

Change 

The MSRB explained that the 

proposed rule change would: (1) create 

a one-time, criteria-based exemption, 

under Rule G–3, for former municipal 

advisor representatives to, without 

reexamination, requalify in that capacity 


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63986 Federal Register / Vol. 88, No. 179 / Monday, September 18, 2023 / Notices 

23 Id. 

24 Id. at 49535. 

25 Id. at 49529. 

26For purposes of this Order, when the term 

‘‘municipal advisor’’ is used it refers only to the 

firm and not associated persons of the firm. See also 

id. at 49529 n.8 (same, for purposes of the Notice 

and Exhibit 5 thereto). 

27 Id. at 49529. 

28 Id. at 49529–30. 

29 Id. at 49530. 

30 Id. The MSRB stated that, under Exchange Act 

Rule 15Ba1–2 (17 CFR 240.15Ba1–2), SEC Form 

MA–I: Information Regarding Natural Persons Who 

Engage in Municipal Advisory Activities (‘‘SEC 

Form MA–I’’ or ‘‘Form MA–I’’) is filed with the 

Commission to indicate natural persons who are 

associated with the municipal advisor and engaged 

in municipal advisory activities on its behalf. Id. at 

49530 n.10. The MSRB further stated that firms are 

required to promptly amend SEC Form MA–I, 

pursuant to Exchange Act Rule 15Ba1–5 (17 CFR 

240.15Ba1–5), in such cases where an individual 

ceases to engage in municipal advisory activities on 

behalf of a firm. Id. 

31 Id. at 49530. 

32 Id. 

33 Id. 

34 Id. 

35 Id. 

36 Id. 

37 Id. 

no later than one year after their twoyear lapse in qualification; (2) remove 

language from Rule G–3 that currently 

permits the Board, in extraordinary 

cases, to waive the reexamination 

requirements for municipal advisor 

representatives and municipal advisor 

principals; (3) make certain clarifying 

amendments to Rule G–3 to address an 

interpretive question pertaining to a 

lapse in qualification for an individual 

associated with a dually registered firm 

that is both a dealer and a municipal 

advisor; (4) retitle and replace the 

current text of Supplementary Material 

.02 of Rule G–3 with text specifying the 

means for electronic delivery of the 

requisite notice to the MSRB regarding 

satisfaction of the criteria-based 

exemption; (5) make technical 

amendments to Rule G–3 to update 

certain phrases, clauses, and referenced 

provisions to, among other things, 

improve the overall readability of the 

rule; and (6) amend Rule G–8 to require 

municipal advisors to make and keep 

certain books and records relating to the 

exemption to be created under the 

proposed rule change, as prescribed 

under Rule G–3(h)(ii)(I).23

The MSRB explained that the 

proposed rule change is intended to 

offer flexibility, provide additional 

certainty, and eliminate the 

extraordinary nature of the waiver 

process for individuals and municipal 

advisor firms without reducing 

protection for municipal entity and 

obligated person clients who expect that 

municipal advisor professionals have 

satisfied professional qualification 

standards.24

The MSRB further explained that the 

proposed rule change is specific to the 

professional qualification obligations of 

municipal advisors, including 

associated persons thereof, under Rule 

G–3, and does not modify any 

requirements to firms registered solely 

as dealers, or associated persons 

thereof.25

A more detailed description of the 

proposed rule change follows. 

i. Proposed Amendments to Rule G– 

3(d)(ii)(B) 

The MSRB noted that currently, 

pursuant to Rule G–3(d)(ii)(B), on 

qualification requirements for 

municipal advisor representatives, any 

person who ceases to be associated with 

a municipal advisor 26 for two or more 

years after having qualified as a 

municipal advisor representative, in 

accordance with the rule, must take and 

pass the Series 50 examination prior to 

being qualified as a municipal advisor 

representative, unless a waiver is 

granted.27 The MSRB stated that its 

proposed amendments to this provision 

would provide that any person who 

ceases to be associated with ‘‘or engaged 

in municipal advisory activities on 

behalf of’’ a municipal advisor for two 

or more years after having qualified by 

examination as a municipal advisor 

representative (i.e., experiences a ‘‘lapse 

in qualification’’) must take and pass the 

Series 50 examination unless exempt 

from such requirement pursuant to Rule 

G–3(h)(ii), as amended by the proposed 

rule change.28

The proposed amendments to Rule G– 

3(d)(ii)(B) would add the new language 

‘‘or engaged in municipal advisory 

activities on behalf of,’’ which the 

MSRB stated is intended to provide 

clarity on the requirement for an 

individual associated with a firm that is 

dually registered as a dealer and 

municipal advisor.29 The MSRB 

explained that if an individual 

associated with such firm ceases to be 

engaged in activity requiring 

qualification as a municipal advisor 

representative and instead engages only 

in municipal securities business on 

behalf of the firm for a period of two or 

more years, then that individual’s 

municipal advisor representative 

qualification would have lapsed, 

notwithstanding the fact that such 

person remains associated with a firm 

that is also a registered municipal 

advisor.30 The MSRB noted that the 

proposed amendments to Rule G– 

3(d)(ii)(B) also would delete the 

mention of a waiver (i.e., the clause ‘‘a 

waiver is granted’’) because, subsequent 

to the proposed rule change, such 

persons would need to qualify by 

examination as municipal advisor 

representatives, unless obtaining the 

one-time criteria-based exemption.31

ii. Proposed Amendments to Rule G– 

3(e)(ii)(A) and (B) 

The MSRB noted that currently, 

pursuant to Rule G–3(e)(ii)(A), as a prerequisite to becoming qualified as a 

municipal advisor principal a person 

must take and pass the Series 50 

examination.32 The MSRB stated that its 

proposed amendments to this provision 

would provide that taking and passing 

the Series 50 examination is the prerequisite to becoming qualified as a 

municipal advisor principal ‘‘unless 

exempt from taking the Municipal 

Advisor Representative Qualification 

Examination pursuant to paragraph 

(h)(ii) of this rule,’’ 33 which the MSRB 

stated is intended to allow for 

individuals previously qualified as 

municipal advisor principals to use the 

criteria-based exemption to obtain 

requalification with the Series 50 

examination and explicitly provide for 

its application to such individuals.34

The MSRB explained that, 

notwithstanding the availability of the 

criteria-based exemption from 

requalification with the Series 50 

examination, such municipal advisor 

principals would still need to take and 

pass the Series 54 examination.35

In addition, the MSRB noted that 

currently, pursuant to Rule G–3(e)(ii)(B), 

any person who ceases to be associated 

with a municipal advisor for two or 

more years after having qualified as a 

municipal advisor principal, in 

accordance with the rule, must take and 

pass the Series 50 examination and the 

Series 54 examination prior to being 

qualified as a municipal advisor 

principal, unless a waiver is granted 

under current subparagraph (h)(ii) of 

this rule.36 The MSRB stated that its 

proposed amendments to this provision 

would provide that any person who 

ceases to be associated with ‘‘or engaged 

in municipal advisory activities on 

behalf of’’ a municipal advisor for two 

or more years after having qualified by 

examination as a municipal advisor 

principal must take and pass the Series 

50 examination unless exempt from 

such requirement pursuant to Rule G– 

3(h)(ii), as amended by the proposed 

rule change.37

The proposed amendments to Rule G– 

3(e)(ii)(B) would add the new language 


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38 Id. 

39 Id. 

40 Id. 

41 Id. at 49531. 

42 Id. 

43 Id. 

44 Id. The MSRB indicated it has previously stated 

that the Series 54 examination is intended to ensure 

that a person seeking to qualify as a municipal 

advisor principal satisfies a specified level of 

competency and knowledge by measuring a 

candidate’s ability to apply the applicable federal 

securities laws, including MSRB rules, to the 

municipal advisory activities of a municipal 

advisor. Id. at 49531 n.11 (citing Exchange Act 

Release No. 84341 (Oct. 2, 2018), 83 FR 50708, 

50710 (Oct. 9, 2018) (Notice of Filing of a Proposed 

Rule Change To Amend MSRB Rule G–3, on 

Professional Qualification Requirements, To 

Require Municipal Advisor Principals To Become 

Appropriately Qualified by Passing the Municipal 

Advisor Principal Qualification Examination) (File 

No. SR–MSRB–2018–07)). In contrast, the MSRB 

indicated it has previously stated that the Series 50 

examination ensures a minimum level of 

knowledge of the job responsibilities and regulatory 

requirements by passing the general qualification 

examination. Id. (citing Exchange Act Release No. 

73708 (Dec. 1, 2014), 79 FR 72225, 72227 (Dec. 5, 

2014) (Notice of Filing of a Proposed Rule Change 

Consisting of Proposed Amendments to MSRB 

Rules G–1, on Separately Identifiable Department or 

Division of a Bank; G–2, on Standards of 

Professional Qualification; G–3, on Professional 

Qualification Requirements; and D–13, on 

Municipal Advisory Activities) (File No. SR– 

MSRB–2014–08)). 

45 Id. at 49531. 

46The MSRB noted that an individual who has 

associated with a municipal advisor firm would be 

prohibited from engaging in any municipal advisory 

activities, as defined under Rule D–13 and 

described in Section 15B(e)(4)(A)(i) and (ii) of the 

Act (15 U.S.C. 78o–4(e)(4)(A)(i) and (ii)) and the 

rules and regulations promulgated thereunder (i.e., 

activities involving the provision of advice to or on 

behalf of a municipal entity or obligated person 

with respect to municipal financial products or the 

issuance of municipal securities or undertaking a 

solicitation of a municipal entity or obligated 

person), until such time that the individual has 

satisfied the conditions set forth under the 

proposed rule change. Id. at 49531 n.12. 

47 Id. at 49531. 

48 Id. at 49531–32. 

49See id. at 49531 n.13 (citing Rule G–3(d)(i)(A)). 

50The MSRB explained that it included these 

types of disclosures in the proposed exemption 

criteria, as opposed to other types of disclosures 

required by SEC Form MA–I, because these relate 

most closely to violations of municipal advisorrelated or investment-related regulations, rules, or 

industry standards of conduct. Id. at 49531 n.14. 

51The MSRB noted that, should an individual’s 

municipal advisor representative qualification lapse 

again after such person obtains the criteria-based 

exemption under the proposed rule change, that 

individual would be required to requalify by taking 

and passing the Series 50 examination. Id. at 49531 

n.15. 

‘‘or engaged in municipal advisory 

activities on behalf of,’’ which the 

MSRB stated is intended to provide 

clarity on the requirement for an 

individual associated with a firm that is 

dually registered as a dealer and 

municipal advisor.38 For example, the 

MSRB explained that if an individual 

associated with such firm ceases to be 

engaged in activity requiring 

qualification as a municipal advisor 

principal and instead engages only in 

municipal securities business on behalf 

of the firm for a period of two or more 

years, then that individual’s municipal 

advisor representative and municipal 

advisor principal qualifications would 

have lapsed, notwithstanding the fact 

that such person remains associated 

with a firm that is also a registered 

municipal advisor.39 The proposed 

amendments to Rule G–3(e)(ii)(B) would 

also delete the mention of a waiver (i.e., 

the clause ‘‘a waiver is granted’’), which 

the MSRB stated is intended to specify 

that such persons would need to qualify 

by examination as municipal advisor 

principals.40

iii. Proposed Removal of Extraordinary 

Waiver Provisions Under Rule G–3(h)(ii) 

The MSRB stated that its proposed 

amendments to Rule G–3(h)(ii) would 

remove references, in their entirety, to 

the ability to obtain a waiver in 

extraordinary cases for a former 

municipal advisor representative or 

municipal advisor principal and would 

replace such language with a criteriabased exemption for former municipal 

advisor representatives.41 The MSRB 

indicated it believes that this standard 

set forth within the four corners of the 

rule would provide greater flexibility to 

municipal advisor firms and their 

associated persons while 

simultaneously providing greater 

certainty for firms and such individuals 

who may wish to seek an exemption 

from the obligation to requalify as a 

municipal advisor representative by 

reexamination.42 The MSRB also 

indicated it believes, at this time, that 

the objective nature of the criteria-based 

exemption is preferable to the subjective 

nature of the waiver provisions in 

current Rule G–3(h)(ii).43 Additionally, 

the MSRB stated that the removal of the 

ability to seek and obtain a waiver for 

municipal advisor principals furthers 

municipal entity and obligated person 

protection by ensuring, through 

requalification by reexamination, that 

individuals have demonstrated 

knowledge and skills necessary to 

discharge the responsibilities of a 

municipal advisor principal, including 

the vested authority for the supervision, 

oversight, and management of firms’ 

municipal advisory activities and that of 

its associated persons.44

iv. Proposed Rule Change To Adopt 

Rule G–3(h)(ii)(A)–(I) To Establish 

Conditions for Obtaining the CriteriaBased Exemption 

The MSRB stated that the proposed 

rule change would amend Rule G– 

3(h)(ii) to prescribe that an individual 

shall be exempt from the requirements 

of subparagraph (d)(ii)(B) if the 

specified conditions under proposed 

Rule G–3(h)(ii)(A)–(I) are met.45

Specifically, the MSRB stated that the 

proposed amendments to adopt Rule G– 

3(h)(ii)(A)–(I) would establish nine 

specified criteria-based conditions that 

must be met in order for an individual 

(and the municipal advisor firm with 

which such individual is associated 46

or seeks to be associated) to take 

advantage of the exemption.47

The MSRB described the criteriabased conditions that would be required 

to be met in order to qualify for the 

exemption as follows: 48

(1) The individual was previously 

qualified as a municipal advisor 

representative by taking and passing the 

Series 50 examination. 

(2) The individual maintained the 

municipal advisor representative 

qualification for a period of at least 

three consecutive years while associated 

with and engaging in municipal 

advisory activities on behalf of one or 

more municipal advisor firm(s). 

(3) Such qualification lapsed pursuant 

to proposed amended Rule G–3(d)(ii)(B) 

and no more than one year has passed 

since such lapse in qualification. 

(4) The individual has not engaged in 

activities requiring qualification as a 

municipal advisor representative 49

during the individual’s lapse in 

qualification. 

(5) The individual is not subject to 

any events or proceedings that resulted 

in a regulatory action disclosure report, 

civil judicial action disclosure report, 

customer complaint/arbitration/civil 

litigation disclosure report, criminal 

action disclosure report, or termination 

disclosure report on SEC Form MA–I.50

(6) The individual has not previously 

obtained the exemption from 

requalification by examination 

described in the proposed amended 

Rule G–3(h)(ii).51

(7) Prior to engaging in municipal 

advisory activities on behalf of the 

municipal advisor firm with which the 

individual is to associate (or 

reassociate), as evidenced by the filing 

of SEC Form MA–I, the municipal 

advisor firm provided, and the 

individual completed, CE covering, at 

minimum, the subject areas of: (i) the 

principles of fair dealing; (ii) the 

applicable regulatory obligations under 

MSRB Rules G–20, on gifts and 

gratuities, G–37, on political 

contributions and prohibitions on 

municipal securities business and 


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52The MSRB noted that the Commission 

currently does not make the form acceptance date 

publicly available, but this information is made 

available to the form submitter as part of the form 

filing process. Id. at 49532 n.16. 

53 Id. at 49532. 

54The MSRB noted that the respective individual 

and firm signature requirements are intended to 

differentiate and confirm the distinct 

responsibilities and obligations of the individual 

seeking to obtain the criteria-based exemption and 

those of the municipal advisor firm itself, as 

evidenced by the signature of a municipal advisor 

principal on behalf of the municipal advisor firm. 

Id. at 49532 n.17. 

55 Id. at 49532. 

56 Id. 

57 Id. 

58 Id. 

59 Id. 

60 Id. 

61The MSRB noted that it currently publishes a 

list of registered municipal advisors and qualified 

municipal advisor professionals at https://

www.msrb.org/Municipal-Advisors. Id. at 49532 

n.18. 

62 Id. at 49532. 

63 Id. at 49531, 49532. 

municipal advisory business, G–40, on 

advertising by municipal advisors, and 

G–8, on books and records to be made 

and maintained; (iii) for non-solicitor 

municipal advisors, the core conduct 

standards under MSRB Rule G–42, 

including the fiduciary duty obligations 

owed to municipal entity clients, or for 

solicitor municipal advisors, the core 

obligations of MSRB Rule G–46; and (iv) 

any changes to applicable securities 

laws and regulations, including 

applicable MSRB rules, that were 

adopted since the individual was last 

associated with a municipal advisor. 

(8) Prior to engaging in municipal 

advisory activities on behalf of the 

municipal advisor firm with which the 

individual is to associate (or 

reassociate), as evidenced by the filing 

of an SEC Form MA–I, the municipal 

advisor firm provided, and the 

individual reviewed, the compliance 

policies and procedures of the 

municipal advisor firm. 

(9) Upon satisfaction of the conditions 

set forth in the paragraphs above, the 

municipal advisor firm filed a 

completed SEC Form MA–I with the 

Commission with respect to such 

individual. Within 30 days of the 

acceptance 52 of a completed SEC Form 

MA–I identifying such individual as 

engaging in municipal advisory 

activities on behalf of the municipal 

advisor firm, the municipal advisor firm 

provided the notification (‘‘affirmation 

notification’’) electronically to the 

MSRB that the individual met the 

criteria in order to be exempt from the 

requalification requirements of Rule G– 

3(d)(ii)(B) following a lapse in 

qualification. 

The MSRB stated that the affirmation 

notification would be required to be on 

firm letterhead and include the 

following information: 53

1. The municipal advisor firm’s MSRB 

ID number; 

2. The first and last name of the 

individual seeking to obtain the 

exemption; 

3. The individual’s Financial Industry 

Regulatory Authority (‘‘FINRA’’) Central 

Registration Depository (‘‘CRD’’) 

number if applicable; 

4. The start date of the individual’s 

association (or reassociation) with the 

municipal advisor firm; 

5. An affirmative statement that the 

municipal advisor has undertaken a 

diligent effort to reasonably conclude 

that the individual met the applicable 

requirements set forth in proposed 

amended Rule G–3(h)(ii); 

6. An affirmative statement attesting 

that the municipal advisor firm 

provided both the requisite CE and the 

municipal advisor’s compliance policies 

and procedures to the individual for 

review along with the date the 

individual completed the CE and review 

of the municipal advisor’s compliance 

policies and procedures provided by the 

municipal advisor firm; 

7. The date the municipal advisor 

firm filed SEC Form MA–I (and the date 

of its acceptance) on behalf of the 

individual as required under proposed 

amended Rule G–3(h)(ii)(I); and 

8. A signature by the individual 

seeking to obtain the criteria-based 

exemption and a signature by a 

municipal advisor principal of the 

municipal advisor firm each attesting 

the accuracy of certain content set forth 

in the affirmation notification. 

Specifically, the individual must sign 

the affirmation notification attesting that 

the conditions outlined in proposed 

amended Rule G–3(h)(ii)(A) through (H) 

were met. And, a municipal advisor 

principal must sign the affirmation 

notification, on behalf of the municipal 

advisor firm, attesting that, based on the 

exercise of reasonable diligence, the 

conditions outlined in proposed 

amended Rule G–3(h)(ii)(A) through (I) 

were met.54

According to the MSRB, the proposed 

conditions were designed to ensure that 

individuals seeking to obtain the 

exemption (i.e., requalification without 

reexamination) have obtained and 

maintained the baseline level of 

knowledge and experience, and have 

exhibited conduct aligned with being a 

fiduciary, which the MSRB indicated is 

in furtherance of municipal entity and 

obligated person protection.55 The 

MSRB indicated it believes that the 

criteria outlined above balance the goal 

of providing reasonable regulatory 

flexibility with the demands of the 

fiduciary standard applicable to 

municipal advisors.56 For example, the 

MSRB explained that the requirement 

that individuals be duly qualified as a 

municipal advisor representative for at 

least three consecutive years prior to, for 

example, seeking other career 

opportunities in related capacities (e.g., 

working for a dealer or municipal 

entity) or stepping away for family 

obligations ensures that a reasonable 

level of professional experience has 

been established before an individual 

can obtain the exemption.57 In contrast, 

the MSRB noted that this period is not 

so long as to hinder the ability, at a 

given point, for an individual to, for 

example, temporarily engage in other 

meaningful roles within the municipal 

securities industry or to step away from 

their position due to family 

obligations.58

According to the MSRB, these 

conditions were also designed to 

enhance an individual’s familiarity with 

regulatory and business developments 

that occurred while they were not 

associated with a municipal advisor 

firm, before reengaging in municipal 

advisory activities, but not be so unduly 

burdensome as to hinder 

reassociation.59 The MSRB explained 

that the proposed requirement to 

provide the MSRB with notice of 

individuals who have obtained the 

exemption (i.e., by submitting the 

affirmation notification to the MSRB) is 

designed to facilitate transparency and 

provide an audit trail regarding an 

individual’s status as a municipal 

advisor representative.60 The MSRB 

indicated that it will use the affirmation 

notification, as described in the 

proposed amended Rule G–3(h)(ii)(I), to 

help identify qualified municipal 

advisor representatives and keep the list 

of such representatives updated on its 

website.61 Additionally, the MSRB 

stated that the conditions pertaining to 

requisite filings with the SEC would 

also provide an audit trail and permit 

the entities charged with examination 

and enforcement authority to confirm 

compliance with relevant obligations.62

v. Proposed Amendments to 

Supplementary Material .02, on 

Waivers, Under Rule G–3 

Relatedly, the MSRB stated that the 

proposed rule change would amend 

Supplementary Material .02, on waivers, 

under Rule G–3 to retitle the paragraph 

header from ‘‘Waivers’’ to ‘‘Affirmation 

Notification.’’ 63 The MSRB stated that 

the proposed rule change would also 

delete the entirety of that 


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64 Id. at 49531, 49532. 

65 Id. at 49532. 

66 Id. at 49533. 

67 Id. 

68 Id. 

69The MSRB stated that Question 11 of the MSRB 

Series 50 Examination FAQs reminds individuals 

that the test center will provide a print-out of their 

examination results. Id. at 49533 n.23. 

70 Id. at 49533. 

71 Id. at 49530. 

72 Id. at 49530–31. 

73 Id. at 49532. 

74 Id. 

75 Id. at 49533. 

76See NAMA Letter. 

77See MSRB Letter. 

78NAMA Letter at 1. 

79 Id. For purposes of the comment letter, the 

commenter defined the term ‘‘MA’’ to include 

Continued 

supplementary material, which 

currently pertains to extraordinary 

waivers, and replace it with text that 

specifies how the firm would be 

required to submit to the MSRB the 

affirmation notification asserting that 

the criteria-based exemption has been 

met.64 Specifically, the MSRB stated 

that the affirmation notification would 

be required to be sent to Compliance@

msrb.org.65

vi. Proposed Amendments to Rule G–8, 

on Books and Records To Be Made and 

Maintained 

The MSRB stated that its proposed 

amendments to Rule G–8, on books and 

records, would add recordkeeping 

obligations designed to help facilitate 

and document compliance with its 

proposed amendments to Rule G–3.66

Specifically, the MSRB stated that the 

proposed rule change would add new 

paragraph (C) to subsection (h)(vii) of 

Rule G–8 requiring municipal advisor 

firms to make and maintain certain 

records to evidence compliance with the 

requirements of Rule G–3(h)(ii)(A)–(I).67

The MSRB described these records as 

follows: 68

• A record evidencing that the 

individual seeking to obtain the 

exemption was previously duly 

qualified as a municipal advisor 

representative (e.g., a copy of the printout of the individual examination 

results 69 or examination result 

certification letter provided by the 

MSRB); 

• Documentation supporting the 

municipal advisor firm’s exercise of 

reasonable diligence in determining that 

the conditions outlined in proposed 

amended Rule G–3(h)(ii)(A) through (I) 

were met in making the required 

affirmation notification in accordance 

with proposed amended Rule G– 

3(h)(ii)(I)(8) (e.g., copies of relevant SEC 

form filings reviewed; records related to 

CE provided and completed; 

compliance policies and procedures 

provided and reviewed; and attestations 

or other documentation to support such 

a determination); 

• A copy of the affirmation 

notification sent to the MSRB as 

required by proposed amended Rule G– 

3(h)(ii)(I); and 

• A record evidencing that the 

affirmation notification was made in the 

prescribed manner and within the 

required period of time as described in 

proposed amended Rule G–3(h)(ii)(I) 

(e.g., automatic email delivery receipt). 

The MSRB noted that the proposed 

rule change outlining the specific 

recordkeeping requirements supports 

the municipal advisor principal’s 

supervision, review, and sign-off that 

the conditions for the exemption have 

been met, which supports regulatory 

compliance.70

vii. Proposed Technical Amendments to 

Rule G–3 and Rule G–8 

Finally, the MSRB stated that the 

proposed rule change would make the 

following technical amendments to Rule 

G–3 and Rule G–8 (the ‘‘technical 

amendments’’): 

• With respect to Rule G–3(d)(ii)(B), 

the MSRB stated that the proposed rule 

change would: (i) add the phrase ‘‘lapse 

in qualification’’ to define for purposes 

of the rule when a person ceases to be 

associated with a municipal advisor for 

two or more years at any time after 

having qualified as a municipal advisor 

representative; (ii) replace the phrase ‘‘a 

waiver is granted’’ with ‘‘exempt’’ to 

make clear that the waiver provision for 

extraordinary cases is being deleted and 

replaced with a criteria-based 

exemption; (iii) change the word ‘‘shall’’ 

to ‘‘must,’’ which is intended to add 

clarity without changing the meaning of 

the term; and (iv) replace the reference 

to ‘‘subparagraph’’ (h)(ii) with 

‘‘paragraph’’ (h)(ii) to create better 

uniformity across Rule G–3; 71

• With respect to Rules G– 

3(e)(ii)(A)(1) and G–3(e)(ii)(B), the 

MSRB stated that the proposed rule 

change would: (i) to clarify the 

qualification requirements specific to 

municipal advisor principals, as 

prescribed under Rule G–3(e)(ii)(A)(1), 

add the phrase ‘‘unless exempt from 

taking the Municipal Advisor 

Representative Qualification 

Examination pursuant to paragraph 

(h)(ii) of this rule’’ to make clear 

municipal advisor principals have to 

requalify by reexamination unless such 

individuals have obtained the one-time 

exemption; (ii) delete the phrase ‘‘a 

waiver is granted’’ and replace with the 

clause ‘‘exempt from taking the 

Municipal Advisor Representative 

Qualification Examination’’ to make 

clear that the waiver provision for 

extraordinary cases is being deleted and 

replaced with an exemption-based 

criteria for municipal advisor principals 

to use for requalification without 

reexamination for the Series 50 

examination; (iii) replace the word 

‘‘shall’’ with ‘‘must’’ to promote clarity; 

and (iv) replace the reference to 

‘‘subparagraph’’ (h)(ii) with ‘‘paragraph’’ 

(h)(ii) to create better uniformity across 

Rule G–3; 72

• With respect to Rule G–3(h), the 

MSRB stated that the proposed rule 

change would retitle the header from 

‘‘Waiver of Qualification Requirements’’ 

to ‘‘Waiver of and Exemption from 

Qualification Requirements’’ to promote 

clarity; 73

• With respect to Rule G–3(h)(ii), the 

MSRB stated that the proposed rule 

change would replace the introductory 

sentence ‘‘The requirements of 

paragraph (d)(ii)(A) and (e)(ii)(A) may 

be waived by the Board in extraordinary 

cases for a municipal advisor 

representative or municipal advisor 

principal’’ with the new introductory 

sentence ‘‘An individual shall be 

exempt from the requirements of 

subparagraph (d)(ii)(B) if all of the 

following conditions are met’’ for 

purposes of setting forth the enumerated 

criteria outlined under the provision; 74

and 

• With respect to Rule G–8(h)(vii), the 

MSRB stated that the proposed rule 

change would: (i) retitle the paragraph 

header from ‘‘Records Concerning 

Compliance with Continuing Education 

Requirements’’ to ‘‘Records Concerning 

Compliance with Professional 

Qualification Requirements of Rule G– 

3’’ to clarify the broader recordkeeping 

obligations and documentation 

requirements proposed in draft 

amendments to Rule G–8(h)(vii) that are 

accompanying proposed rule changes to 

Rule G–3(h)(ii); and (ii) reposition the 

word ‘‘and’’ and make other minor 

grammatical changes to the items in the 

series to aid readability.75

III. Summary of Comments Received to 

the Proposed Rule Change 

The Commission received one 

comment letter 76 on the proposed rule 

change, as well as a response 77 from the 

MSRB to the comment letter. The 

commenter expressed support for the 

proposed rule change.78 Among other 

things, the commenter stated that ‘‘the 

requirements specified in the 

amendments are reasonable and helpful 

for MAs to navigate and implement.’’ 79


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‘‘municipal advisory firms and individual 

municipal advisors.’’ Id. 

80 Id. See Notice, 88 FR at 49538. 

81NAMA Letter at 1. 

82MSRB Letter at 2. The MSRB also restated that 

sequence of events in its response. See id. at 2–3. 

With respect to solo-practitioners, the MSRB stated 

in part that such individuals ‘‘should,’’ ‘‘in the 

following order,’’ complete and file SEC Form MA– 

I and then complete and file SEC Form MA: 

Application for Municipal Advisor Registration 

(‘‘SEC Form MA’’ or ‘‘Form MA’’). Notice, 88 FR at 

49533; MSRB Letter at 2. Pursuant to Exchange Act 

Rule 15Ba1–2(c) (17 CFR 250.15Ba1–2(c)), Form 

MA shall be considered filed with the Commission 

upon submission of a completed Form MA, together 

with all additional required documents, including 

all required filings of Form MA–I. However, 

Exchange Act Rule 15Ba1–2(c) does not specify an 

order in which Forms MA and MA–I must be 

submitted. 

83MSRB Letter at 3. 

84 Id.; see Notice, 88 FR at 49534, 49537, 49539. 

85 15 U.S.C. 78o–4(b)(2)(A). 

86 15 U.S.C. 78o–4(b)(2)(C). 

87 15 U.S.C. 78o–4(b)(2)(G). 

88 15 U.S.C. 78o–4(b)(2)(L)(iv). 

In addition to expressing support for 

the proposed rule change, the 

commenter addressed certain content 

that it believes should be included in a 

compliance resource that the MSRB 

represented it anticipates publishing in 

close proximity to the compliance date 

of the rule which would highlight the 

regulatory obligations for municipal 

advisors (and dealers) with respect to 

professional qualification standards, CE 

requirements, and related registration 

matters.80 The commenter stated that 

this MSRB compliance resource should, 

among other things: (i) address 

remaining questions about ‘‘the 

sequence of events that need to occur 

for an MA to take advantage of the 

amendments’’ in the proposed rule 

change; (ii) address longstanding 

questions on ‘‘how a MA new to the 

profession and yet to be associated with 

a firm can take the Series 50 

exam[ination];’’ and (iii) because the 

MSRB’s proposed exemption for the 

Series 50 examination does not also 

apply to the Series 54 examination as 

the commenter desired, ‘‘clearly explain 

how a MA will be able to utilize and 

MA firms comply with the Series 50 

exemption and meet the Series 54 

requirements to engage in MA 

activity.’’ 81

The MSRB responded that it had 

outlined, within the Notice itself, the 

sequence of events and timing for 

satisfying the criteria-based exemption, 

including as applied to solopractitioners.82 With respect to the 

compliance resource that the MSRB 

anticipates publishing in close 

proximity to the rule’s compliance date, 

the MSRB stated that the resource will: 

(i) restate the sequence of events that 

must be undertaken to satisfy the 

criteria-based exemption; (ii) include 

additional materials related to Rule G– 

3(e)(ii)(C), which the MSRB stated 

permits an individual who is duly 

qualified as a municipal advisor 

representative and has been designated 

by the municipal advisor firm as a 

municipal advisor principal a period of 

120 days, after being designated, to take 

and pass the Series 54 examination, 

thereby allowing individuals qualified 

as municipal advisor representatives, 

including those seeking to be solopractitioners, to function in the 

principal-level capacity for a limited 

time before taking and passing the 

Series 54 examination; and (iii) address 

additional questions outside the scope 

of the present proposal related to 

professional qualification and CE 

standards, and registration requirements 

for municipal advisors and dealers.83

Finally, with respect to the commenter’s 

desire to extend the MSRB’s proposed 

exemption for the Series 50 examination 

to the Series 54 examination, the MSRB 

reiterated its belief that extending the 

proposed rule change to municipal 

advisor principals is not warranted 

because, as set forth in the Notice: (i) 

such an extension would be 

inappropriate due to the heightened 

supervisory, oversight, and management 

responsibilities of municipal advisor 

principals; and (ii) even if such relief 

were appropriate, additional, more 

stringent requirements would be 

necessary in consideration of these 

broader obligations, resulting in two 

different standards and additional 

regulatory complexity.84

IV. Discussion and Commission’s 

Findings 

The Commission has carefully 

considered the proposed rule change, 

the comment letter received, and the 

MSRB’s response thereto. The 

Commission finds that the proposed 

rule change is consistent with the 

requirements of the Act and the rules 

and regulations thereunder applicable to 

the MSRB. 

In particular, the Commission has 

reviewed Section 15B(b)(2)(A) of the 

Act, which provides, in part, that: (1) 

the MSRB’s rules shall provide that a 

municipal advisor’s ability to provide 

advice to or on behalf of a municipal 

entity or obligated person with respect 

to municipal financial products or the 

issuance of municipal securities is 

conditioned on meeting 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; and (2) in connection 

with the definition and application of 

such standards, the MSRB may 

appropriately classify municipal 

advisors and their associated persons, 

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 examinations.85 The 

Commission also has reviewed Section 

15B(b)(2)(C) of the Act, which provides, 

in part, that the MSRB’s rules shall 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 municipal securities and 

municipal financial products, and, in 

general, to protect investors, municipal 

entities, obligated persons, and the 

public interest; and not be designed to 

impose any burden on competition that 

is not necessary or appropriate in 

furtherance of the purposes of the Act.86

Additionally, the Commission has 

considered Section 15B(b)(2)(G) of the 

Act, which provides, in part, that the 

MSRB’s rules shall prescribe records to 

be made and kept by municipal 

advisors.87 Finally, the Commission has 

reviewed Section 15B(b)(2)(L)(iv) of the 

Act, which provides that the MSRB’s 

rules shall 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.88

After such review, the Commission 

believes that the proposed rule change 

is appropriate in the public interest and 

for the protection of municipal entities 

and obligated persons consistent with 

Section 15B(b)(2)(A) of the Act, 

designed to prevent fraudulent and 

manipulative acts and practices 

consistent with Section 15B(b)(2)(C) of 

the Act, and will: (i) foster cooperation 

and coordination among regulators 

consistent with Section 15B(b)(2)(C) of 

the Act; (ii) promote just and equitable 

principles of trade consistent with 

Section 15B(b)(2)(C) of the Act; (iii) 

protect municipal entities, obligated 

persons, and the public interest 

consistent with Section 15B(b)(2)(C) of 

the Act; and (iv) not impose an 

inappropriate impact or burden on 

efficiency, competition, or capital 

formation, including with respect to 

small municipal advisors, consistent 

with Sections 15B(b)(2)(C) and 

15B(b)(2)(L)(iv) of the Act. 


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89 15 U.S.C. 78o–4(b)(2)(A). 90Notice, 88 FR at 49533. 91 Id. at 49533–34. 92 15 U.S.C. 78o–4(b)(2)(C). 

93 15 U.S.C. 78o–4(b)(2)(G). 

94 15 U.S.C. 78o–4(b)(2)(C). 

A. Appropriate in the Public Interest 

and for the Protection of Municipal 

Entities and Obligated Persons 

The Commission believes that, 

consistent with Section 15B(b)(2)(A) of 

the Act,89 the proposed rule change is 

appropriate in the public interest and 

for the protection of municipal entities 

and obligated persons. In particular, the 

new, criteria-based exemption from 

requalification by reexamination 

applicable to municipal advisor 

representatives (including the increase 

in the amount of time in which an 

individual may maintain their 

qualification as a municipal advisor 

representative without reexamination) 

will likely result in fewer individuals 

being required to retake the Series 50 

examination, which would expand the 

potential number of municipal advisor 

representative candidates. A broader 

municipal advisor representative 

applicant pool is in the public interest 

and may help protect municipal entities 

and obligated persons by offering firms 

a greater choice in hiring qualified 

individuals who could potentially draw 

upon their diverse perspectives, 

experience, education, and/or 

institutional knowledge to enhance the 

informed advice provided to a 

municipal advisor firm’s municipal 

entity and obligated person clients. 

For example, as the MSRB noted, 

individuals that may disassociate with a 

municipal advisor firm may determine 

to associate with a dealer in a public 

finance capacity or to work for a 

municipal entity.90 Such individuals 

may receive valuable and directly 

applicable experience from a different 

vantage point in the industry that would 

augment their prior and future 

experience as a municipal advisor 

representative upon reassociating with a 

municipal advisor firm.91 Similarly, the 

proposed rule change provides 

flexibility for certain individuals to step 

away from their position to pursue 

higher education and then return to the 

municipal advisory industry. This 

diversity of perspective, experience, 

education, and/or institutional 

knowledge could put such municipal 

advisor representative candidates in a 

position to provide more informed 

advice than they may otherwise have 

provided. 

Furthermore, the proposed rule 

change reduces uncertainty for 

individuals seeking to requalify by 

providing clarity on the specific criteria 

needed to requalify without 

reexamination, and therefore expedites 

the process by which such individuals 

can begin to engage in municipal 

advisory activities. In addition, 

municipal advisor firms would be better 

positioned to assess a potential hire’s 

qualifications by evaluating the 

conditions specified in the proposed 

rule change. 

At the same time, and as further 

described in Sections IV.B. and IV.E. 

below, the proposed rule change 

requires the satisfaction of conditions 

that establish safeguards and help 

ensure that only qualified candidates 

may obtain the criteria-based exemption 

from requalification, thereby furthering 

municipal entity and obligated person 

protection and the public interest. 

Because the proposed rule change 

would likely lead to a broader 

municipal advisor representative 

applicant pool, improve the quality of 

municipal advisor representative 

candidates, and increase diversity in the 

municipal advisory industry—all while 

requiring the satisfaction of conditions 

that establish safeguards and help 

ensure that only qualified candidates 

may obtain the criteria-based exemption 

from requalification—the Commission 

finds that the proposed rule change is 

appropriate in the public interest and 

for the protection of municipal entities 

and obligated persons consistent with 

Section 15B(b)(2)(A) of the Act. 

B. Prevention of Fraudulent and 

Manipulative Acts and Practices 

The Commission believes that, 

consistent with Section 15B(b)(2)(C) of 

the Act,92 Rule G–3 would continue to 

prevent fraudulent and manipulative 

acts and practices by ensuring that 

municipal advisor representatives meet 

competence, training, experience, and 

qualification standards, and such 

protections would not be diminished by 

the proposed rule change. The stated 

criteria of at least three years of 

experience before eligibility for the 

exemption, and no more than three 

years since ceasing to be associated with 

a municipal advisor firm, provide for a 

baseline level of experience and 

competence for individuals availing 

themselves of the exemption. In 

addition, the proposed rule change 

would require individuals seeking to 

obtain the exemption to, upon 

associating (or reassociating) with a 

municipal advisor firm, receive relevant 

and updated core training pertaining to 

regulatory obligations under applicable 

securities laws and regulations, 

including MSRB rules, which furthers 

the prevention of manipulative acts and 

practices because such trainings serve to 

educate individuals about the avoidance 

of such manipulative acts and practices. 

Because the three-year thresholds 

coupled with the more robust CE 

requirements would continue to support 

municipal advisor representatives in 

meeting competence, training, 

experience, and qualification standards, 

and such protections would not be 

diminished by the proposed rule 

change, the Commission finds that the 

proposed rule change is designed to 

prevent fraudulent and manipulative 

acts and practices consistent with 

Section 15B(b)(2)(C) of the Act. 

C. Foster Cooperation and Coordination 

Among Regulators 

In accordance with Section 

15B(b)(2)(G) of the Act,93 the proposed 

amendments to Rule G–8(h)(vii)(C) 

would prescribe specific records to be 

made and kept by municipal advisors. 

The Commission believes that, 

consistent with Section 15B(b)(2)(C) of 

the Act,94 those amendments would 

foster cooperation and coordination 

with persons engaged in regulating 

municipal securities and municipal 

financial products. In particular, they 

would provide all relevant examining 

and enforcement authorities with the 

same documentation containing the 

information necessary to assist them in 

examining for, investigating, and 

evaluating compliance with the new, 

criteria-based exemption under Rule G– 

3. 

The Commission further believes that 

an in-concert review by all relevant 

examining and enforcement authorities 

of the same documentation under the 

prescribed recordkeeping obligations of 

the proposed rule change would foster 

municipal entity and obligated person 

protection. In particular, municipal 

advisor firms would be incentivized to 

take due care to ensure compliance with 

the qualification standards under the 

criteria-based exemption and that only 

such individuals that satisfy such 

exemption are engaging in municipal 

advisor activities. 

Because the books and records 

requirements would facilitate efficiency 

among regulators by providing all 

relevant examining and enforcement 

authorities with the same 

documentation containing the 

information necessary to assist them in 

examining for, investigating, and 

evaluating compliance with the new, 

criteria-based exemption, the 

Commission finds that the proposed 

rule change would foster cooperation 

and coordination with persons engaged 


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63992 Federal Register / Vol. 88, No. 179 / Monday, September 18, 2023 / Notices 

95 Id. 

96Supra, Section II.B.vii. 

97 15 U.S.C. 78o–4(b)(2)(C). 

98 15 U.S.C. 78c(f). 

99 15 U.S.C. 78o–4(b)(2)(C). 

100 15 U.S.C. 78o–4(b)(2)(L)(iv). 

101Supra, Section IV.C. 

102Supra, Section IV.A. 

in regulating municipal securities and 

municipal financial products consistent 

with Section 15B(b)(2)(C) of the Act. 

D. Promote Just and Equitable Principles 

of Trade 

The Commission also believes that, 

consistent with Section 15B(b)(2)(C) of 

the Act,95 the various technical 

amendments enumerated above 96

promote just and equitable principles of 

trade. Specifically, the Commission 

believes the technical amendments 

would ensure that Rules G–3 and G–8 

remain accurate, clear, and 

understandable for the municipal 

advisory community. If the MSRB’s 

rules are accurate, clear, and 

understandable, MSRB registrants, 

including municipal advisors and 

associated persons, will better be able to 

comply with the MSRB’s rules and 

apply them in a consistent matter. 

Accordingly, the Commission finds that 

the technical amendments promote just 

and equitable principles of trade 

consistent with Section 15B(b)(2)(C) of 

the Act. 

E. Protect Municipal Entities, Obligated 

Persons, and the Public Interest 

The Commission believes that, 

consistent with Section 15B(b)(2)(C) of 

the Act 97 and the above discussion, the 

proposed rule change would continue to 

protect municipal entities, obligated 

persons, and the public interest because 

municipal advisor representatives 

would be required to obtain CE 

pertaining to specified topics and 

regulatory obligations under applicable 

securities laws and regulations, 

including MSRB rules, in order to 

requalify as a municipal advisor 

professional. Additionally, such 

individuals would not be able to obtain 

the criteria-based exemption if they 

either engaged in activities requiring 

qualification as a municipal advisor 

representative during their lapse in 

qualification or they are subject to any 

events or proceedings that resulted in a 

regulatory action disclosure report, civil 

judicial action disclosure report, 

customer complaint/arbitration/civil 

litigation disclosure report, criminal 

action disclosure report, or termination 

disclosure report on SEC Form MA–I. 

These conditions help ensure that basic 

municipal entity and obligated person 

protections remain in place while also 

providing municipal advisor 

representatives flexibility to pursue 

other meaningful roles within the 

securities industry or to step away from 

their position for other reasons; and 

benefits municipal advisor firms by 

providing the increased ability to attract 

qualified talent. 

Finally, as noted above, a broader 

municipal advisor representative 

applicant pool is in the public interest 

and will help protect municipal entities 

and obligated persons because it can 

improve the quality of municipal 

advisor representative candidates and 

increase diversity in the municipal 

advisory industry, both of which could 

enhance the quality of advice provided 

to municipal entity and obligated 

person clients. 

Because the proposed rule change 

requires the satisfaction of conditions 

that establish safeguards and ensure that 

only qualified municipal advisor 

representative candidates may obtain 

the criteria-based exemption from 

requalification—while also leading to a 

broader municipal advisor 

representative applicant pool, 

improving the quality of municipal 

advisor representative candidates, and 

increasing diversity in the municipal 

advisory industry—the Commission 

finds that the proposed rule change 

protects municipal entities, obligated 

persons, and the public interest 

consistent with Section 15B(b)(2)(C) of 

the Act. 

F. No Inappropriate Impact or Burden 

on Efficiency, Competition, or Capital 

Formation 

In approving the proposed rule 

change, the Commission has considered 

the proposed rule change’s impact on 

efficiency, competition, and capital 

formation.98 Section 15B(b)(2)(C) of the 

Act 99 requires that MSRB rules not be 

designed to impose any burden on 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act. Furthermore, 

Section 15B(b)(2)(L)(iv) of the Act 100

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. 

With respect to impact on efficiency, 

the Commission believes that the 

proposed rule change would improve 

the municipal securities market’s 

operational efficiency and promote 

regulatory certainty by providing 

individuals with a specific exemption 

process to requalify as municipal 

advisor representatives and to begin 

engaging in municipal advisory 

activities on behalf of municipal advisor 

firms. Moreover, as discussed above,101

the Commission believes that the 

proposed amendments to Rule G–8 

would facilitate efficiency among 

regulators by providing all relevant 

examining and enforcement authorities 

with the same documentation 

containing the information necessary to 

assist them in examining for, 

investigating, and evaluating 

compliance with the new, criteria-based 

exemption under Rule G–3. 

With respect to impact on capital 

formation, as discussed above,102 the 

proposed amendments to Rule G–3 

would make it easier for individuals 

seeking to requalify as municipal 

advisor representatives to reassociate 

with a municipal advisor firm and for 

municipal advisor firms to recruit 

experienced professionals. The 

Commission believes that the potential 

increased number of skilled 

professionals furthers capital formation 

because municipal entity and obligated 

person clients would have ranging areas 

of expertise to select from when 

utilizing the services of municipal 

advisor representatives. 

Finally, with respect to competition, 

the Commission does not believe that 

the proposed amendments to Rule G–3 

and Rule G–8 would impose any 

unnecessary or inappropriate burden or 

impact on competition, as they would 

provide additional flexibility and 

certainty to those seeking to associate 

with municipal advisor firms as 

municipal advisor representatives and 

to municipal advisor firms, thereby 

enhancing the hiring of qualified, 

experienced individuals; and they 

would also support evidencing 

compliance with the criteria-based 

exemption. The Commission notes that 

individuals who are away from their 

municipal advisor representative 

capacity (or cease to be engaged in 

activity requiring qualification as a 

municipal advisor representative) for 

more than three years would be required 

to take and pass the Series 50 

examination again under the proposed 

rule change, as the waiver request 

provisions, available only in 

extraordinary cases, would no longer be 

available; however, given the limited 

use of the waiver process currently, the 

Commission does not believe the 

elimination of this option would have a 

significant impact on individuals 

seeking to reassociate in a municipal 

advisor representative capacity. 


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Federal Register / Vol. 88, No. 179 / Monday, September 18, 2023 / Notices 63993 

103Notice, 88 FR at 49537. 

104 Id. at 49537 n.43. 

105 Id. at 49534 n.29; MSRB Letter at 3. 

106Notice, 88 FR at 49534 n.29. 

107The Commission believes this potential 

burden may also be mitigated, in part, because the 

MSRB represented that it anticipates publishing a 

compliance resource in close proximity to the 

compliance date of the rule which would highlight 

the regulatory obligations for municipal advisors 

(and dealers) with respect to professional 

qualification standards, CE requirements, and 

related registration matters. See id. at 49538; MSRB 

Letter at 3. In addition, in the Notice itself, the 

MSRB addressed the timing and sequence of 

satisfying the exemption’s criteria, the filing of SEC 

Form MA–I (and SEC Form MA, as applicable), and 

the submission of the affirmation notification to the 

MSRB, including for solo-practitioners. See Notice, 

88 FR at 49532–33; MSRB Letter at 2–3. 

108 15 U.S.C. 78s(b)(2). 

109 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

Although the proposed amendments 

to Rule G–3 and Rule G–8 would 

benefit, and be applied equally to, all 

individuals seeking to associate with 

municipal advisor firms and all such 

municipal advisor firms, the 

Commission believes that there are 

potential burdens on competition for 

small municipal advisor firms, and solopractitioners in particular. However, as 

described below, the Commission 

believes that these potential burdens are 

mitigated. 

First, the Commission believes that 

there is a potential burden on 

competition for solo-practitioners 

looking to establish a municipal advisor 

firm because, unlike larger firms, such 

solo-practitioners may not have 

developed CE materials addressing all of 

the prescribed subject matters necessary 

to meet the exemption’s CE 

requirements. However, the 

Commission believes that this potential 

burden is mitigated because the MSRB 

has indicated that such firms would be 

able to utilize ‘‘off-the-shelf content’’ or 

widely available industry educational 

materials (to the extent such materials 

meet the requirements set forth in the 

proposed rule change), which would be 

a less burdensome approach than 

creating new CE materials.103 The 

MSRB noted that sources of such 

educational materials may include 

industry trade associations, in addition 

to podcasts, webinars, and educational 

materials developed by the MSRB.104

Second, the Commission believes that 

there is a potential burden on 

competition for solo-practitioners and 

smaller municipal advisory firms 

because the new, criteria-based 

exemption would not extend to those 

seeking to associate and function in a 

municipal advisor principal capacity 

and, as noted above, Rule G–3(e)(iii) 

requires every municipal advisor firm to 

have at least one municipal advisor 

principal. Accordingly, individuals 

seeking to act as a municipal advisor 

principal (e.g., a solo-practitioner) 

would still have to take and pass the 

Series 54 examination in order to engage 

in principal-level activities. As a result, 

although all firms would benefit from 

the proposed rule change for municipal 

advisor representatives, smaller 

municipal advisor firms and solopractitioners in particular may 

experience a smaller benefit than larger 

municipal advisor firms. 

The Commission believes that this 

potential burden is mitigated, however, 

because the MSRB has indicated that 

current Rule G–3(e)(ii)(C) permits solopractitioners (or individuals associating 

or reassociating with a firm and 

designated as a principal) who are 

qualified as municipal advisor 

representatives to function as municipal 

advisor principals for up to 120 days 

before having to take and pass the Series 

54 examination.105 The MSRB noted 

that, in concert with the proposed rule 

change, these provisions would allow 

such individuals to start their own firm, 

requalify as municipal securities 

representatives without reexamination, 

and then qualify as municipal advisor 

principals.106 As a result, all such 

persons, including those persons 

seeking to be solo-practitioners and 

seeking to associate with small (or 

larger) municipal advisor firms would 

be able to function in the principal-level 

capacity for several months before 

having to take and pass the Series 54 

examination.107

Ultimately, municipal advisor 

principals are subject to additional 

regulatory standards given their 

supervisory, oversight, and management 

duties. The process of reexamination for 

municipal advisor principals helps to 

ensure that the specified level of 

competency and knowledge of the 

applicable securities laws and 

regulations, including MSRB rules, is 

sufficiently demonstrated. 

For the foregoing reasons, the 

Commission finds that, consistent with 

Sections 15B(b)(2)(C) and 

15B(b)(2)(L)(iv) of the Act, the proposed 

rule change would not impact or impose 

any additional burdens on efficiency, 

competition, or capital formation that 

are not necessary or appropriate in 

furtherance of the purposes of the Act. 

As noted above, the Commission 

received one comment letter on the 

filing. The Commission believes that the 

MSRB, through its response, addressed 

the commenter’s concerns. For the 

reasons noted above, the Commission 

believes that the proposed rule change 

is consistent with the Exchange Act. 

V. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Exchange Act,108

that the proposed rule change (SR– 

MSRB–2023–05) be, and hereby is, 

approved. 

For the Commission, pursuant to delegated 

authority.109

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–20077 Filed 9–15–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–98355; File No. SR– 

NYSEARCA–2023–61] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend Rule 5.3–O 

(Criteria for Underlying Securities) To 

Accelerate the Listing of Options on 

Certain IPOs 

September 12, 2023. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on August 

31, 2023, NYSE Arca, Inc. (‘‘NYSE 

Arca’’ or the ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the self-regulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

Rule 5.3–O (Criteria for Underlying 

Securities). The proposed rule change is 

available on the Exchange’s website at 

www.nyse.com, at the principal office of 

the Exchange, 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 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 


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