10110 Federal Register / Vol. 89, No. 30 / Tuesday, February 13, 2024 / Notices 

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

2 17 CFR 240.19b–4. 

3Securities Exchange Act Release No. 34–99226 

(December 21, 2023), 88 FR 89796 (December 28, 

2023) (‘‘Notice’’). 

to Add Priority Mail Express 

International, Priority Mail International 

& Commercial ePacket Contract 4 to 

Competitive Product List and Notice of 

Filing Materials Under Seal; Filing 

Acceptance Date: February 7, 2024; 

Filing Authority: 39 U.S.C. 3642, 39 CFR 

3040.130 through 3040.135, and 39 CFR 

3035.105; Public Representative: 

Jennaca D. Upperman; Comments Due: 

February 15, 2024. 

2. Docket No(s).: MC2024–187 and 

CP2024–193; Filing Title: USPS Request 

to Add Priority Mail & USPS Ground 

Advantage Contract 186 to Competitive 

Product List and Notice of Filing 

Materials Under Seal; Filing Acceptance 

Date: February 7, 2024; Filing Authority: 

39 U.S.C. 3642, 39 CFR 3040.130 

through 3040.135, and 39 CFR 3035.105; 

Public Representative: Jennaca D. 

Upperman; Comments Due: February 

15, 2024. 

This Notice will be published in the 

Federal Register. 

Jennie L. Jbara, 

Alternate Certifying Officer. 

[FR Doc. 2024–02909 Filed 2–12–24; 8:45 am] 

BILLING CODE 7710–FW–P 

RAILROAD RETIREMENT BOARD 

Sunshine Act Meetings 

TIME AND DATE: 10 a.m., February 21, 

2024. 

PLACE: Members of the public wishing 

to attend the meeting must submit a 

written request at least 24 hours prior to 

the meeting to receive dial-in 

information. All requests must be sent 

to SecretarytotheBoard@rrb.gov. 

STATUS: This meeting will be open to the 

public. 

MATTERS TO BE CONSIDERED: 

Welcome new Director of 

Administration. 

OLA Briefing on Appropriations and 

Pending Legislation. 

CONTACT PERSON FOR MORE INFORMATION: 

Stephanie Hillyard, Secretary to the 

Board, (312) 751–4920 

(Authority 5 U.S.C. 552b) 

Dated: February 9, 2024. 

Stephanie Hillyard, 

Secretary to the Board. 

[FR Doc. 2024–03062 Filed 2–9–24; 4:15 pm] 

BILLING CODE 7905–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–658, OMB Control No. 

3235–0716] 

Proposed Collection; Comment 

Request; Extension: Form C 

Upon Written Request Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the collection of information 

summarized below. The Commission 

plans to submit this existing collection 

of information to the Office of 

Management and Budget for extension 

and approval. 

Form C (17 CFR 239.900) is used by 

issuers offering securities in reliance on 

the crowdfunding exemption in Section 

4(a)(6) (15 U.S.C. 77d(a)(6)) of the 

Securities Act of 1933 (‘‘Securities Act’’) 

(15 U.S.C. 77a et seq.) Form C will also 

be used by issuers that have completed 

transactions in reliance on Section 

4(a)(6) to file annual reports or to 

provide notice of the termination of 

reporting obligations.. The information 

collected is intended to create a 

framework for the filing and disclosure 

requirements of Title III Section 4A of 

the Jumpstart Our Business Startups Act 

(Pub. L. 112–106, 126 Stat. 306) to 

implement the exemption from 

Securities Act registration for offerings 

made in reliance on Section 4(a)(6). 

Form C takes approximately 49.9696 

hours per response and is filed by 

approximately 3,476 respondents. We 

estimate that 75% of the 49.9696 hours 

per response (37.4772 hours) is 

prepared by the issuer for a total annual 

reporting burden of 130,271 hours 

(37.4772 hours per response × 3, 476 

responses). 

Written comments are invited on: (a) 

whether this proposed collection of 

information is necessary for the proper 

performance of the functions of the 

agency, including whether the 

information will have practical utility; 

(b) the accuracy of the agency’s estimate 

of the burden imposed by the collection 

of information; (c) ways to enhance the 

quality, utility, and clarity of the 

information collected; and (d) ways to 

minimize the burden of the collection of 

information on respondents, including 

through the use of automated collection 

techniques or other forms of information 

technology. Consideration will be given 

to comments and suggestions submitted 

in writing within 60 days of this 

publication by April 15, 2024. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

unless it displays a currently valid 

control number. 

Please direct your written comment to 

David Bottom, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o John 

Pezzullo, 100 F Street NE, Washington, 

DC 20549 or send an email to: PRA_

Mailbox@sec.gov. 

Dated: February 8, 2024. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–02950 Filed 2–12–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99484; File No. SR–MSRB– 

2023–07] 

Self-Regulatory Organizations; 

Municipal Securities Rulemaking 

Board; Order Granting Approval of a 

Proposed Rule Change To Amend 

MSRB Rule G–12 To Promote the 

Completion of Allocations, 

Confirmations, and Affirmations by the 

End of Trade Date 

February 7, 2024. 

I. Introduction 

On December 20, 2023, the Municipal 

Securities Rulemaking Board (‘‘MSRB’’) 

filed with the Securities and Exchange 

Commission (‘‘SEC’’ or ‘‘Commission’’), 

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

Securities Exchange Act of 1934 (‘‘Act’’ 

or ‘‘Exchange Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

amend MSRB Rules G–12 (‘‘Rule G– 

12’’), on uniform practice, to promote 

the completion of allocations, 

confirmations, and affirmations by the 

end of the day on trade date for 

municipal securities transactions 

between brokers, dealers and municipal 

securities dealers and their institutional 

customers to facilitate the move to a 

settlement cycle of one business day 

(the ‘‘proposed rule change’’).3

The MSRB requested that the 

proposed rule change be approved with 

an implementation date of May 28, 

2024, to align with the implementation 

date for Exchange Act Rule 15c6–1, as 


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Federal Register / Vol. 89, No. 30 / Tuesday, February 13, 2024 / Notices 10111 

4See Securities Exchange Act Release No. 96930 

(Feb. 15, 2023), 88 FR 13872, 13916 (Mar. 6, 2023) 

(‘‘SEC’s T+1 Adopting Release’’). 

5See SEC’s T+1 Adopting Release, 88 FR at 

13918. If the Commission’s compliance date were 

to change, the MSRB stated that it would issue a 

regulatory notice to modify the compliance date to 

remain aligned with the Commission’s compliance 

date. See Notice, 88 FR at 89799. 

6See Notice, 88 FR at 89796. 

7See Letter from Leslie M. Norwood, Managing 

Director and Associate General Counsel, Securities 

Industry and Financial Markets Association, dated 

January 18, 2024 (‘‘SIFMA Letter’’); and Letter from 

RJ Rondini, Director, Securities Operations, 

Investment Company Institute, dated January 18, 

2024 (‘‘ICI Letter’’). 

8See Letter to Secretary, Commission, from 

Ernesto A. Lanza, Chief Regulatory and Policy 

Officer, MSRB, dated February 1, 2024 (‘‘MSRB 

Letter’’). 

9See Notice, 88 FR at 89797. 

10 17 CFR 240.15c6–2. 

11 Id. 

12See Notice, 88 FR at 89797. 

13 Id. 

14 Id. 

15See Notice, 88 FR at 89797–98. 

16 17 CFR 240.15c6–1. 

17Exchange Act Release No. 33023 (Oct. 6, 1993), 

58 FR 52891 (Oct. 13, 1993). In adopting Exchange 

Act Rule 15c6–1, the Commission set a compliance 

date of June 1, 1995, 58 FR at 52891. 

18 17 CFR 240.15c6–1. 

19Securities Exchange Act Release No. 80295 

(Mar. 22, 2017), 82 FR 15564 (Mar. 29, 2017). 

20 17 CFR 240.15c6–1. 

21See Exchange Act Release No. 97585 (May 25, 

2023), 88 FR 35961 (June 1, 2023) (File No. SR– 

MSRB–2023–03). 

22See SEC’s T+1 Adopting Release, 88 FR at 

13890. 

23See id. at 13947. 

24 17 CFR 240.15c6–2. 

25 17 CFR 240.15c6–2(a)(1). 

26 17 CFR 240.15c6–2(a)(2). 

27 17 CFR 240.15c6–2(b)(1–5). 

amended,4 and new Exchange Act Rule 

15c6–2.5

The proposed rule change was 

published for comment in the Federal 

Register on December 28, 2023.6 The 

Commission received two comment 

letters 7 on the proposed rule change. 

On February 1, 2024, the MSRB 

responded to the comment letters.8 As 

described further below, the 

Commission is approving the proposed 

rule change. 

II. Description of the Proposed Rule 

Change 

The MSRB stated that the proposed 

rule change would amend Rule G–12 by 

adding a new section (k) to promote the 

completion of allocations, 

confirmations, and affirmations by the 

end of the day on trade date for 

transactions in municipal securities 

between brokers, dealers and municipal 

securities dealers (‘‘dealers’’) and their 

institutional customers.9 According to 

the MSRB, this proposed rule change 

would align with the same-day 

allocation, confirmation, and 

affirmation process for equities and 

corporate bonds under Exchange Act 

Rule 15c6–2, as adopted.10 Although 

Exchange Act Rule 15c6–2, as 

adopted,11 does not apply to municipal 

securities transactions, the MSRB 

believes that the same-day allocation, 

confirmation, and affirmation process 

for municipal securities transactions in 

the secondary market should be 

consistent with that for equity and 

corporate bond transactions.12

According to the MSRB, the proposed 

rule change is designed to facilitate the 

industry’s move to a settlement cycle of 

one business day (‘‘T+1’’) as described 

further below.13 To align with Exchange 

Act Rule 15c6–2, as adopted,14 the 

MSRB is proposing to amend Rule G–12 

by adding a section (k) to require dealers 

effecting municipal securities 

transactions subject to the T+1 

settlement cycle to either enter into 

written agreements as specified in the 

proposed rule change or establish, 

maintain, and enforce written policies 

and procedures reasonably designed to 

address certain objectives related to 

completing allocations, confirmations, 

and affirmations as soon as 

technologically practicable and no later 

than the end of the day on the trade 

date.15

A. Background 

The Commission initially adopted 

Exchange Act Rule 15c6–1 16 in 1993 to 

shorten the settlement cycle of most 

equity and corporate bond transactions 

from the industry standard of within 

five business days (‘‘T+5’’) to requiring 

settlement within three business days 

(‘‘T+3’’).17 The T+3 settlement cycle 

remained in effect until 2017 when the 

Commission amended Exchange Act 

Rule 15c6–1 18 to require the settlement 

of most equity and corporate bond 

transactions within two business days 

(‘‘T+2’’).19 On February 15, 2023, the 

Commission adopted amendments to 

Exchange Act Rule 15c6–1 (‘‘Amended 

Exchange Act Rule 15c6–1’’) 20 to 

further shorten the settlement process, 

requiring the settlement of most equity 

and corporate bond transactions on T+1. 

In alignment with Amended Exchange 

Act Rule 15c6–1, the MSRB amended its 

Rule G–12(b)(ii)(B)–(D) and Rule G– 

15(b)(ii)(B)–(C) to define regular-way 

settlement as occurring on the first 

business day following the trade date 

rather than on the second business day 

following the trade date.21

In the SEC’s T+1 Adopting Release, 

the Commission stated that 

implementing a T+1 standard settlement 

cycle would require significant 

improvements in the current rates of 

same-day allocations, confirmations, 

and affirmations to help ensure timely 

settlement in a T+1 environment.22 In 

the SEC’s T+1 Adopting Release, the 

Commission adopted new Exchange Act 

Rule 15c6–2 to establish requirements 

that facilitate the completion of 

allocations, confirmations, and 

affirmations by the end of the trade date, 

helping to facilitate the settlement of 

institutional transactions in a T+1 or 

shorter standard settlement cycle by 

promoting the timely and orderly 

transmission of trade data necessary to 

achieve settlement.23

Exchange Act Rule 15c6–2 provides 

two options by which broker-dealers 

may comply with the rule, as adopted.24

The first option under Exchange Act 

Rule 15c6–2 provides that, where 

parties have agreed to engage in an 

allocation, confirmation, or affirmation 

process, a broker-dealer would be 

prohibited from effecting or entering 

into a contract for the purchase or sale 

of a security (other than an exempted 

security, a government security, a 

municipal security, commercial paper, 

bankers’ acceptances, or commercial 

bills) on behalf of a customer unless 

such broker-dealer has entered into a 

written agreement with the customer 

that requires the allocation, 

confirmation, affirmation, or any 

combination thereof, to be completed no 

later than the end of the day on trade 

date in such form as may be necessary 

to achieve settlement in compliance 

with Exchange Act Rule 15c6–1(a).25

The second option under Exchange Act 

Rule 15c6–2 provides an alternative 

where, in lieu of a written agreement, a 

broker-dealer may choose to establish, 

maintain, and enforce written policies 

and procedures reasonably designed to 

ensure the completion of the allocation, 

confirmation, affirmation, or any 

combination thereof, for the transaction 

as soon as technologically practicable 

and no later than the end of the day on 

trade date in such form as necessary to 

achieve settlement of the transaction.26

Exchange Act Rule 15c6–2 sets out 

several specific requirements for such 

written policies and procedures.27

B. Summary of the Proposed Rule 

Change 

The MSRB explained that shortening 

the affirmation, allocation, and 

confirmation process can serve to 

reduce operational risks that can be 

present between trade date and 

settlement date, which can promote 

investor protection, help reduce the risk 

settlement fails and the capital required 


lotter on DSK11XQN23PROD with NOTICES1
10112 Federal Register / Vol. 89, No. 30 / Tuesday, February 13, 2024 / Notices 

28See Notice, 88 FR at 89800. See also SEC’s T+1 

Adopting Release, 88 FR at 13919. 

29See Notice, 88 FR at 89797. 

30See Notice, 88 FR at 89800. 

31 17 CFR 240.15c6–2. 

32See Notice, 88 FR at 89799. 

33See id. at 89797. 

34See id. at 89797–98. 

35See id. at 89798. 

36See id. 

37See id. 

38See id. 

39See id. 

40See id. 

41Notice, 88 FR at 89799. See also SEC’s T+1 

Adopting Release, 88 FR at 13916. 

42Notice, 88 FR at 89799. 

43See SIFMA Letter; ICI Letter. 

44See MSRB Letter. 

45See SIFMA Letter; ICI Letter. 

46See SIFMA Letter at 3. 

47See MSRB Letter at 2–3. 

48See SIFMA Letter at 3. 

49See MSRB Letter at 3. 

50See id. 

51See SIFMA Letter at 3. 

52See MSRB Letter at 4. 

53See SIFMA Letter at 4. 

to mitigate this risk.28 The MSRB stated 

that, in support of these objectives and 

to promote regulatory consistency, the 

affirmation, allocation, and 

confirmation processes for municipal 

securities transactions in the secondary 

market should be consistent with that 

for equity and corporate bond 

transactions.29 The MSRB noted that 

market efficiencies could be eroded if 

market participants encounter different 

affirmation, allocation, and 

confirmation processes when replacing 

equity or corporate bonds with 

municipal securities.30 According to the 

MSRB, in order to continue to maintain 

consistency across asset classes and 

harmonize with Amended Exchange Act 

Rule 15c6–2,31 it proposed to amend 

Rule G–12 to require affirmation, 

allocation, and confirmation as 

occurring on T+1.32

The MSRB stated that the proposed 

amendments to Rule G–12 would add a 

new section (k) that would establish the 

core standard of same-day allocation, 

confirmation and affirmation for all 

regular-way transactions in municipal 

securities required to be settled on the 

first business day following the trade 

date under Rule G–12(b)(ii)(B) or MSRB 

Rule G–15(b)(ii)(B).33 The MSRB 

explained that, similar to Exchange Act 

Rule 15c6–2, proposed Rule G–12(k)(ii) 

would provide two options by which 

dealers would comply with the rule to 

meet the standard of same-day 

allocation, confirmation and affirmation 

for all regular-way transactions in 

municipal securities, also referred to as 

‘‘same-day affirmation.’’ 34 According to 

the MSRB, the first option under the 

newly added section (k)(ii)(A) to Rule 

G–12 would allow dealers to enter into 

a written agreement with the relevant 

parties to ensure completion of the 

allocation, confirmation, affirmation, or 

any combination thereof, for the 

transaction as soon as technologically 

practicable and no later than the end of 

the day on trade date in such form as 

necessary to achieve settlement of the 

transaction.35

The MSRB also explained the second 

option to meet the core standard of 

same-day allocation, confirmation, and 

affirmation is listed in the proposed 

amendment to Rule G–12 under the 

newly added section (k)(ii)(B).36

According to the MSRB, under this 

option dealers would be required to 

establish, maintain, and enforce written 

policies and procedures reasonably 

designed to ensure completion of the 

allocation, confirmation, and 

affirmation for the transaction as soon as 

technologically practicable and no later 

than the end of the day on trade date.37

The MSRB explained that the proposed 

new section Rule G–12(k)(ii)(B) sets five 

minimum requirements that the policies 

and procedures must meet.38 The MSRB 

also explained that under proposed Rule 

G–12(k)(iii)(A), such policies and 

procedures must be reasonably designed 

to ensure that the dealer considers 

holistically the range of systems and 

tools it has available to facilitate the 

same-day affirmation objective, as well 

as the range of operations and processes 

that a dealer uses to facilitate same-day 

affirmations across different customer 

and commercial relationships.39 The 

MSRB stated that this policies and 

procedures alternative in proposed Rule 

G–12(k)(ii)(B) could help ensure that, 

when the parties to a transaction 

encounter obstacles that may prevent 

them from completing an allocation, 

confirmation, or affirmation on trade 

date, they have policies and procedures 

to navigate, address, and, when 

possible, mitigate or overcome such 

obstacles.40

C. Compliance Date 

The MSRB stated that the compliance 

date of the proposed rule change will 

correspond with the industry’s 

transition to T+1 settlement consistent 

with the compliance date for amended 

Exchange Act Rule 15c6–1,41 which is 

currently scheduled for May 28, 2024. 

The MSRB indicated that if the 

Commission’s compliance date were to 

change, the MSRB would issue a 

regulatory notice to modify the 

compliance date of the proposed rule 

change to remain aligned with the 

Commission’s revised compliance 

date.42

III. Summary of Comments Received to 

the Proposed Rule Change 

The Commission received two 

comment letters 43 on the proposed rule 

change, as well as a response 44 from the 

MSRB to the comment letters. The two 

commenters expressed support for the 

proposed rule change and no 

commenters objected to the proposed 

rule change. 

Two commenters expressed support 

for the proposed rule change related to 

the alignment of the allocation, 

confirmation, and affirmation process 

for municipal securities with the 

process for equities and corporate bonds 

under Exchange Act Rule 15c6–2, as 

amended.45

One commenter opined that that it is 

not practical for securities trading after 

4:30 p.m. to meet the same-day 

affirmation requirements and requested 

that the affirmation process for 

securities trading after 4:30 p.m. be 

extended to the next day.46 The MSRB 

responded that it appreciated this 

feedback, but noted that extending the 

affirmation process to the next day 

would deter the core purpose of the 

proposed rule change of facilitating the 

industry’s move to T+1 settlement.47

One commenter questioned the 

practicality of requiring trade 

allocations by 7:00 p.m. and 

affirmations by 9:00 p.m. on trade 

date.48 The MSRB responded that the 

proposed rule change does not include 

a requirement to complete trade 

allocations by 7:00 p.m. and 

affirmations by 9:00 p.m. on trade 

date.49 Instead, the MSRB explained, the 

proposed rule change intentionally 

adopts the language ‘‘end of the day on 

trade date’’ (rather than requiring a 

specific time) to allow firms to 

maximize their internal processes to 

meet the appropriate cutoff times and 

other deadlines, as soon as 

technologically practicable.50

One commenter expressed concerns 

over examination and enforcement of 

the proposed rule change.51 The MSRB 

responded that it does not have 

enforcement or examination authority 

and believes that the appropriate 

regulatory agencies will undertake their 

examination and enforcement duties in 

a manner consistent with Exchange Act 

Rule 15c6–2.52

One commenter requested that 

enforcement of the proposed rule 

change be delayed because of its 

opinion that dealers will have a shorter 

time frame to implement the provisions 

of the proposed rule change as 

compared to the implementation of 

Exchange Act Rule 15c6–2.53 The MSRB 


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Federal Register / Vol. 89, No. 30 / Tuesday, February 13, 2024 / Notices 10113 

54See MSRB Letter at 4–5. 

55See id. at 5. 

56 15 U.S.C. 78o–4(b)(2)(C). 

responded that while it believes that 

dealers have had adequate notice to 

allow them to make the necessary 

preparations to comply with the 

proposed rule change, it is ultimately up 

to the Commission, the Financial 

Industry Regulatory Authority 

(‘‘FINRA’’), and other appropriate 

regulatory agencies to make 

determinations regarding their 

examination or enforcement postures.54

The MSRB stated that it continues to 

believe the proposed rule change is 

reasonable and that the proposed rule 

change is necessary and appropriate to 

foster cooperation and coordination 

with persons engaged in regulating, 

clearing, settling, processing 

information with respect to, and 

facilitating transactions in municipal 

securities by applying the same 

standard for same-day affirmation across 

all asset classes.55

IV. Discussion and Commission’s 

Findings 

The Commission has carefully 

considered the proposed rule change, 

the comment letters 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 

believes that the proposed rule change 

is consistent with the provisions of 

Section 15B(b)(2)(C), 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, 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, municipal 

entities, obligated persons, and the 

public interest.56 The Commission 

believes that the proposed rule change 

will: (i) foster cooperation and 

coordination with persons engaged in 

regulating, clearing, settling, processing 

information with respect to, and 

facilitating transactions in municipal 

securities by applying the same 

standard for same-day allocation, 

confirmation and affirmation 

established by the SEC to transactions in 

municipal securities; (ii) remove 

impediments to and perfect the 

mechanism of a free and open market in 

municipal securities and municipal 

financial products; and (iii) protect 

investors, municipal entities, obligated 

persons, and the public interest. 

A. Foster Cooperation and Coordination 

With Persons Engaged in Regulating, 

Clearing, Settling, Processing 

Information With Respect to, and 

Facilitating Transactions in Municipal 

Securities 

The Commission believes that the 

proposed amendments to Rule G–12 

would 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. In particular, the Commission 

notes that the proposed rule change 

applies the same standard for same-day 

allocation, confirmation and affirmation 

established by the Commission to 

transactions in municipal securities. As 

such, the Commission finds that the 

proposed rule change would continue to 

ensure that the standard for same-day 

allocation, confirmation and affirmation 

remains synchronous across classes of 

securities (including municipal 

securities). By avoiding different 

standards for same-day allocation, 

confirmation and affirmation for 

municipal securities, the proposed rule 

change would avoid regulatory 

confusion, simplify compliance, and 

reduce risk (e.g., operational error). 

In addition, the proposed rule change 

would foster cooperation and 

coordination among regulators (such as 

the MSRB, the Commission, FINRA, and 

other authorities that examine dealers 

for compliance with MSRB rules) by 

having similar same-day allocation, 

confirmation, and affirmation standards 

as the Commission. The Commission 

further believes that the proposed rule 

change would foster cooperation and 

coordination among market participants 

by incentivizing dealers to identify and 

deploy effective practices for achieving 

allocations, confirmations, and 

affirmations ex ante, thereby improving 

the rate of allocations, confirmations, 

and affirmations over time, which in 

turn can enhance the adoption of the 

industry’s move to T+1. These positive 

effects would be experienced by 

municipal securities market participants 

involved in regulating, clearing and 

settling, and processing information for 

municipal securities transactions. As 

the proposed rule change promotes 

cooperation and coordination among 

market participants and regulators, the 

Commission finds that the proposed 

rule change would 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. 

B. Remove Impediments to and Perfect 

the Mechanism of a Free and Open 

Market 

The Commission also believes the 

proposed rule change would serve to 

remove impediments to and perfect the 

mechanism of a free and open market in 

municipal securities and municipal 

financial products. The Commission 

notes that the proposed rule change 

yields long-term benefits for a range of 

market participants by promoting an 

orderly settlement process that reduces 

exceptions and other processing errors 

that could lead to settlement failures. In 

particular, the Commission notes that 

proposed rule change would allow for 

agreements or policies and procedures 

to be in place that would give dealers 

means by which to address potential 

obstacles in the same-day affirmation, 

allocation, and confirmation processes. 

The Commission believes that such 

agreements or policies and procedures 

will promote accuracy and efficiency in 

the market by lowering the likelihood of 

a settlement failure and fostering 

improvements to processes over time. 

As the proposed rule change reduces 

operational risk and increases accuracy 

and efficiency, the Commission finds 

that the proposed rule change removes 

impediments to and perfects the 

mechanism of a free and open market in 

municipal securities and municipal 

financial products. 

C. Protect Investors, Municipal Entities, 

Obligated Persons, and the Public 

Interest 

The Commission believes that the 

proposed rule change would promote 

investor protection and the public 

interest. The Commission notes that 

without the proposed rule change, 

market participants would encounter 

different standards between municipal 

securities and other securities such as 

equity and corporate bonds, which 

could result in market inefficiencies and 

cause confusion, especially for investors 

who trade both municipal securities and 

other securities. The Commission notes 

that the proposed rule change 

harmonizes those standards across 

security classes, which reduces the 

potential for settlement failures, and 

more generally, reduces the potential for 

operational risk. Given the associated 


lotter on DSK11XQN23PROD with NOTICES1
10114 Federal Register / Vol. 89, No. 30 / Tuesday, February 13, 2024 / Notices 

57 15 U.S.C. 78o–4(b)(2)(C). 

58 17 CFR 240.15c6–2. 

59 15 U.S.C. 78s(b)(2). 

60 17 CFR 200.30–3(a)(12). 

risk reduction, the Commission finds 

that the proposed rule change would 

promote investor protection and the 

public interest. 

In approving the proposed rule 

change, the Commission has considered 

the proposed rule change’s impact on 

efficiency, competition, and capital 

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

Act 57 requires that MSRB rules not be 

designed to impose any burden on 

competition not necessary or 

appropriate in furtherance of the 

purposes of the Act. The Commission 

believes the proposed rule change to 

amend Rule G–12 would not impose 

any burden on competition and would 

not have an impact on competition, as 

the proposed rule change would apply 

a uniform standard for same-day 

allocation, confirmation, and 

affirmation for municipal securities to 

align with the standard applicable to, 

among other securities, equity and 

corporate bond transactions under 

Amended Exchange Act Rule 15c6–2.58

In addition, the proposed rule change 

would apply equally to all dealers. As 

all components of the proposed rule 

change would be applied equally to all 

registered dealers transacting in 

municipal securities, the Commission 

believes that the proposed rule change 

would not impose any additional 

burdens on competition that are not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

The Commission also finds that the 

proposed rule change will not hinder 

capital formation. As noted above, the 

proposed rule change ensures a uniform 

standard for same-day allocation, 

confirmation, and affirmation across all 

asset classes of securities (including 

municipal securities), and would be 

applied equally to all dealers. As such, 

the Commission believes that the 

proposed rule change would promote 

clearer regulatory requirements for the 

trade matching and affirmation process 

of municipal securities transactions. 

Furthermore, a shorter standard for 

allocations, confirmations, and 

affirmations may reduce the volume of 

unsettled transactions that could 

potentially pose settlement risk, and 

decrease liquidity risk by enabling 

market participants to access the 

proceeds of their transactions sooner. 

Therefore, the Commission also finds 

that the proposed rule change would 

promote efficiency of the trade matching 

and affirmation process, and would not 

negatively impact the municipal 

securities market’s operational 

efficiency. 

As noted above, the Commission 

received two comment letters on the 

filing. The Commission believes that the 

MSRB, through its response, addressed 

the commenters’ 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,59

that the proposed rule change (SR– 

MSRB–2023–07) be, and hereby is, 

approved. 

For the Commission, pursuant to delegated 

authority.60

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–02862 Filed 2–12–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–819, OMB Control No. 

3235–0780] 

Submission for OMB Review; 

Comment Request; Extension: Rule 0– 

5 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Notice is hereby given that pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission (the 

‘‘Commission’’) has submitted to the 

Office of Management and Budget a 

request for approval of the collection of 

information discussed below. 

Rule 0–5 (17 CFR 270.0–5) under the 

Investment Company Act (the ‘‘Act’’) 

(15 U.S.C. 80a et seq.) entitled 

‘‘Procedure with Respect to 

Applications and Other Matters,’’) sets 

forth procedure for applications seeking 

orders for exemptions or other relief 

under the Investment Company Act. 

Rule 0–5(e) requires applicants seeking 

expedited review to include certain 

information with the application. Rule 

0–5(e)(1) requires that the cover page of 

the application include a notation 

prominently stating ‘‘EXPEDITED 

REVIEW REQUESTED UNDER 17 CFR 

270.0–5(d).’’ Rule 0–5(e)(2) requires 

applicants to submit exhibits with 

marked copies of the application 

showing changes from the final versions 

of two precedent applications identified 

as substantially identical. Rule 0–5(e)(3) 

requires an accompanying cover letter, 

signed, on behalf of the applicant, by 

the person executing the application (i) 

identifying two substantially identical 

applications and explaining why the 

applicant chose those particular 

applications, and if more recent 

applications of the same type have been 

approved, why the applications chosen, 

rather than the more recent 

applications, are appropriate; and (ii) 

certifying that that the applicant 

believes the application meets the 

requirements of rule 0–5(d) and that the 

marked copies required by rule 0–5(e)(2) 

are complete and accurate. 

Rule 0–5(g) provides that, if an 

applicant has not responded in writing 

to a request for clarification or 

modification of an application filed 

under standard review within 120 days 

after the request, the application will be 

deemed withdrawn. As an oral response 

would not stop an application from 

being deemed withdrawn, rule 0–5(g), 

requires applicants to respond ‘‘in 

writing’’ and therefore create an 

additional cost within the meaning of 

the PRA. 

The information collected under rule 

0–5(g) and (e) is intended to provide an 

expedited review procedure for certain 

applications and establish an internal 

timeframe for review of applications 

outside of the expedited procedure. The 

rule is meant to provide relief as 

efficiently and timely as possible, while 

also ensuring that applications continue 

to be carefully analyzed consistent with 

the relevant statutory standards. 

Applicants for orders under the Act 

can include investment companies and 

affiliated persons of investment 

companies. Applicants file applications 

as they deem necessary. The 

Commission receives approximately 116 

applications per year under the Act, and 

of the 116 applications, we estimate to 

receive approximately 32 applications 

seeking expedited review under the Act. 

Although each application is typically 

submitted on behalf of multiple entities, 

the entities in the vast majority of cases 

are related companies and are treated as 

a single applicant for purposes of this 

analysis. Each application subject to 

rules 0–5(e) and 0–5(g) does not impose 

any ongoing obligations or burdens on 

the part of an applicant. 

Much of the work of preparing an 

application is performed by outside 

counsel. Based on conversations with 

applicants and Staff experience, 

approximately 20 percent of 

applications are prepared by in-house 

counsel. 

The mandatory requirements under 

rule 0–5(e) increase the estimated hour 


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