[Federal Register Volume 89, Number 187 (Thursday, September 26, 2024)]
[Notices]
[Pages 78955-78967]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-22028]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-101118; File No. SR-MSRB-2024-01]


Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Order Granting Approval of a Proposed Rule Change, as Modified 
by Amendment No. 1, To Amend MSRB Rule G-14 To Shorten the Timeframe 
for Reporting Trades in Municipal Securities to the MSRB

September 20, 2024.

I. Introduction

    On January 12, 2024, 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 (1) amend MSRB Rule G-14 
(``Rule G-14''), on reports of sales or purchases, to (i) shorten the 
amount of time within which brokers, dealers, and municipal securities 
dealers (collectively, ``dealers,'' and each individually, a 
``dealer'') must report most transactions to the MSRB; and (ii) require 
dealers to report certain transactions with a new trade indicator, and 
make certain clarifying amendments, and (2) make conforming amendments 
to MSRB Rule G-12, on uniform practice (``Rule G-12''), and the MSRB's 
Real-Time Transaction Reporting System (``RTRS'') Information Facility 
(``IF-1'') to reflect the shortened reporting timeframe (the ``original 
proposed rule change''). The original proposed rule change was 
published for comment in the Federal Register on January 26, 2024.\3\ 
The Commission received comments in response to the original proposed 
rule change.\4\ On April 22, 2024, the Commission issued an order 
instituting proceedings (``OIP'') under Section 19(b)(2)(B) of the Act 
\5\ to determine whether to approve or disapprove the proposed rule 
change.\6\ The Commission received comments in response to the OIP.\7\ 
On July 18, 2024, the Commission, pursuant to Section 19(b)(2) of the 
Act,\8\ designated September 20, 2024, as the date by which the 
Commission shall either approve or disapprove the original proposed 
rule change.\9\ Also on July 18, 2024, the MSRB filed a comment letter 
\10\ and an amendment to the original proposal in response to certain 
comments on the original proposed rule change (``Amendment No. 1''; the 
original proposed rule change, as modified by Amendment No. 1, the 
``proposed rule change''). On July 25, 2024, the Commission published 
notice

[[Page 78956]]

of Amendment No. 1,\11\ and the Commission received comment letters in 
response.\12\ This order approves the proposed rule change.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Exchange Act Release No. 99402 (Jan. 19, 2024), 89 FR 
5384 (Jan. 26, 2024) (``Notice'').
    \4\ See Letters to Secretary, Commission, from Michael Noto, 
FINRA Registered Representative dated Jan. 31, 2024 (``Noto 
Letter''); J. Ben Watkins, Director, Division of Bond Finance, State 
of Florida dated Feb. 13, 2024 (``State of Florida Letter''); 
Matthew Kamler, President, Sanderlin Securities LLC dated Feb. 14, 
2024 (``Sanderlin Securities Letter''); J.D. Colwell dated Feb. 15, 
2024 (``Colwell Letter''); Gerard O'Reilly, Co-Chief Executive 
Officer and Co-Chief Investment Officer and David A. Plecha, Global 
Head of Fixed Income, Dimensional Fund Advisors LP dated Feb. 15, 
2024 (``Dimensional Fund Advisors Letter''); Michael Decker, Senior 
Vice President, Bond Dealers of America (``BDA'') dated Feb. 15, 
2024 (``BDA Letter''); Sarah A. Bessin, Deputy General Counsel and 
Kevin Ercoline, Assistant General Counsel, Investment Company 
Institute dated Feb. 15, 2024 (``ICI Letter''); Kenneth E. Bentsen, 
Jr., President and CEO, Securities Industry and Financial Markets 
Association (``SIFMA'') dated Feb. 15, 2024 (``SIFMA Letter''); 
Howard Meyerson, Managing Director, Financial Information Forum 
(``FIF'') dated Feb. 15, 2024 (``FIF I Letter''); Gregory Babyak, 
Global Head of Regulatory Affairs, Bloomberg L.P. dated Feb. 16, 
2024 (``Bloomberg Letter''); Melissa P. Hoots, CEO/COO, Falcon 
Square Capital, LLC (``Falcon Square Capital'') dated Feb. 16, 2024 
(``Falcon Square Capital Letter''); Matt Dalton, Chief Executive 
Officer, Belle Haven Investments, LP (``Belle Haven'') dated Feb. 
16, 2024 (``Belle Haven Letter''); and Christopher A. Iacovella, 
President & Chief Executive Officer, American Securities Association 
(``ASA'') dated Feb. 16, 2024 (``ASA Letter''). After the close of 
the comment period, one commenter submitted a supplemental letter. 
See letter to Secretary, Commission, from Howard Meyerson, FIF dated 
Feb. 26, 2024 (``FIF II Letter''). These comment letters are 
available at https://www.sec.gov/comments/sr-msrb-2024-01/srmsrb202401.htm.
    \5\ 15 U.S.C. 78s(b)(2)(B).
    \6\ See Exchange Act Release No. 100003 (Apr. 22, 2024), 89 FR 
32486 (Apr. 26, 2024).
    \7\ See Letters to Secretary, Commission, from David C. 
Jaderlund dated Apr. 23, 2024 (``Jaderlund OIP Letter''); Ronald P. 
Bernardi, President and CEO, Bernardi Securities, Inc. dated May 14, 
2024 (``Bernardi Securities OIP Letter''); Frank Fairman, Managing 
Director, Piper Sandler & Co. dated May 17, 2024 (``Piper Sandler 
OIP Letter''); Christopher A. Iacovella, ASA dated May 17, 2024 
(``ASA OIP Letter''); Michael Decker, BDA dated May 17, 2024 (``BDA 
OIP Letter''); Mark D. Griffin, Senior Vice President and Risk 
Control Manager, FHN Financial dated May 17, 2024 (``FHN Financial 
OIP Letter''); Howard Meyerson, FIF dated May 17, 2024 (``FIF OIP 
Letter''); Richard G. Wallace, Senior Vice President and Associate 
General Counsel, LPL Financial LLC (``LPL'') dated May 17, 2024 
(``LPL OIP Letter''); Lisa Gayle Melnyk dated May 17, 2024 (``Melnyk 
OIP Letter''); Kenneth E. Bentsen, Jr., SIFMA dated May 17, 2024 
(``SIFMA OIP Letter''). These comment letters are available at 
https://www.sec.gov/comments/sr-msrb-2024-01/srmsrb202401.htm.
    \8\ 15 U.S.C. 78s(b)(2).
    \9\ See Exchange Act Release No. 100557 (July 18, 2024), 89 FR 
59951 (July 24, 2024).
    \10\ See Letter to Secretary, Commission, from Ernesto A. Lanza, 
Chief Regulatory and Policy Officer, MSRB, dated July 18, 2024, 
available at https://www.sec.gov/comments/sr-msrb-2024-01/srmsrb202401.htm (``MSRB Letter'').
    \11\ See Exchange Act Release No. 100589 (July 24, 2024), 89 FR 
61516 (July 31, 2024) (``Amendment No. 1'').
    \12\ See Letters to Secretary, Commission, from Guerras Global 
International, University of Providence dated July 29, 2024 
(``Guerras Global Amendment No. 1 Letter''); Kenneth E. Bentsen, 
Jr., SIFMA dated Aug. 21, 2024 (``SIMFA Amendment No. 1 Letter''); 
Christopher A. Iacovella, ASA dated Aug. 21, 2024 (``ASA Amendment 
No. 1 Letter''); Matt Dalton, Belle Haven dated Aug. 21, 2024 
(``Belle Haven Amendment No. 1 Letter''); Melissa P. Hoots, Falcon 
Square dated Aug. 21, 2024 (``Falcon Square Capital Amendment No. 1 
Letter''); Michael Decker, BDA dated Aug. 21, 2024 (``BDA Amendment 
No. 1 Letter''). These comment letters are available at https://www.sec.gov/comments/sr-msrb-2024-01/srmsrb202401.htm.
---------------------------------------------------------------------------

II. Description of the Proposed Rule Change

    As described more fully in the Notice and Amendment No. 1, the MSRB 
is proposing amendments to Rule G-14, Reports of Sales or Purchases, 
and conforming technical changes to Rule G-12(f)(i) and IF-1.
    The MSRB believes that the proposed rule change would remove 
impediments to a free and open market in municipal securities by making 
publicly available more timely information about the market and the 
prices at which municipal securities transactions are executed, which 
is central to fairly priced municipal securities and a dealer's ability 
to make informed quotations.\13\ Additionally, the MSRB is of the view 
that the new intra-day exceptions balance potential burdens for dealers 
with limited trading activity and address potential burdens faced by 
dealers engaged in complex transactions, including voice/electronically 
negotiated transactions involving a manual post-transaction 
component.\14\
---------------------------------------------------------------------------

    \13\ See MSRB Letter at 5.
    \14\ Id.
---------------------------------------------------------------------------

    As the proposed rule change was developed in close coordination 
with the Financial Industry Regulatory Authority (``FINRA''),\15\ the 
MSRB is of the view that the proposed rule change reduces the risk of 
potential confusion and may reduce compliance burdens resulting from 
inconsistent obligations and standards for different classes of 
securities.\16\ According to the MSRB, a shortened trade reporting time 
would promote regulatory consistency, reducing potential compliance 
violations caused by market participants' imperfect application of 
differing standards when executing and reporting various types of 
transactions in fixed income securities.\17\
---------------------------------------------------------------------------

    \15\ See Securities Exchange Act Release No. 99404 (Jan. 19, 
2024), 89 FR 5034 (Jan. 24, 2024) (``FINRA Notice''), as partially 
amended by Securities Exchange Act Release No. 100594 (July 25, 
2024), 89 FR 61514 (July 31, 2024) (``Partial Amendment No. 1,'' and 
together with the FINRA Notice, the ``FINRA proposed rule change'').
    \16\ See MSRB Letter at 4.
    \17\ Id.
---------------------------------------------------------------------------

A. New Baseline Reporting Requirement: One Minute After the Time of 
Trade

    The proposed amendments to Rule G-14 RTRS Procedures Section 
(a)(ii) generally would provide that transactions effected with a Time 
of Trade during the hours of an RTRS Business Day \18\ must be reported 
to an RTRS Portal \19\ ``as soon as practicable, but no later than one 
minute'' after the Time of Trade, subject to several existing reporting 
exceptions, which would be retained in the amended rule,\20\ and two 
new intra-day reporting exceptions relating to dealers with limited 
trading activity and trades with a manual component that would be added 
by the proposed rule change.\21\ Except for those trades that would 
qualify for a reporting exception, all trades currently required to be 
reported within 15 minutes after the Time of Trade would, under the 
proposed rule change, be required to be reported no later than one 
minute after the Time of Trade.
---------------------------------------------------------------------------

    \18\ Rule G-14 RTRS Procedures Section (d)(ii) defines ``RTRS 
Business Day'' as 7:30 a.m. to 6:30 p.m., Eastern Time, Monday 
through Friday, unless otherwise announced by the MSRB.
    \19\ See Notice, 89 at 5385 n.13 (discussing the various 
portals).
    \20\ Id. at 5385 n.14 (describing the existing exceptions).
    \21\ The two new intra-day reporting exceptions, consisting of 
trades by dealers with limited trading activity and trades with a 
manual component, would be designated as Rule G-14 RTRS Procedures 
Sections (a)(ii)(C)(1) and (2), respectively. See Notice, 89 FR at 
5385 n.15; Amendment No. 1.
---------------------------------------------------------------------------

i. New Requirement To Report Trades ``as Soon as Practicable''
    Section (a)(ii) of the proposed amendment to Rule G-14 RTRS 
Procedures adds a new requirement that, absent an exception, trades 
must be reported as soon as practicable (but no later than one minute 
after the Time of Trade).\22\ This ``as soon as practicable'' 
requirement would also apply to trades subject to longer trade 
reporting deadlines under the two new exceptions for dealers with 
limited trading activity pursuant to Rule G-14 RTRS Procedures Section 
(a)(ii)(C)(1) and Supplementary Material .01, or trades with a manual 
component pursuant to Rule G-14 RTRS Procedures Section (a)(ii)(C)(2) 
and Supplementary Material .02.\23\ Although Rule G-14 RTRS Procedures 
do not currently explicitly prohibit a dealer from waiting until the 
existing 15-minute deadline to report a trade notwithstanding the fact 
that the dealer could reasonably have reported such trade more rapidly, 
the MSRB notes that under the proposed rule change a dealer could not 
simply await the deadline to report a trade if it were practicable to 
report such trade more rapidly.\24\
---------------------------------------------------------------------------

    \22\ See Notice, 89 FR at 5386.
    \23\ Id.
    \24\ Id.
---------------------------------------------------------------------------

    As provided in more detail in the Notice, proposed Supplementary 
Material .03 would provide guidance relating to policies and procedures 
for complying with the ``as soon as practicable'' reporting 
requirement.\25\ The MSRB noted that dealers must not purposely 
withhold trade reports, for example, by programming their systems to 
delay reporting until the last permissible minute or by otherwise 
delaying reports to a time just before the deadline if it would have 
been practicable to report such trades more rapidly.\26\ For trades 
with a manual component, and consistent with Supplementary Material 
.03(b) of FINRA Rule 6730, the MSRB recognized that the trade reporting 
process may not be completed as quickly as, for example, where an 
automated trade reporting system is used.\27\ The MSRB explained that 
it expected that the regulatory authorities that examine dealers and 
enforce compliance with this requirement would take into consideration 
the manual nature of the dealer's trade reporting process in 
determining whether the dealer's policies and procedures are reasonably 
designed to report the trade ``as soon as practicable'' after 
execution.\28\
---------------------------------------------------------------------------

    \25\ Id. Where a dealer has reasonably designed policies, 
procedures and systems in place, the dealer generally would not be 
viewed as violating the ``as soon as practicable'' requirement 
because of delays in trade reporting due to extrinsic factors that 
are not reasonably predictable and where the dealer does not intend 
to delay the reporting of the trade (for example, due to a systems 
outage).
    \26\ Id.
    \27\ Id.
    \28\ Id.
---------------------------------------------------------------------------

ii. Time of Trade Discussion
    The ``Time of Trade'' is defined as the time at which a contract is 
formed for a sale or purchase of municipal securities at a set quantity 
and set price.\29\ For transaction reporting purposes, the MSRB stated 
that the Time of Trade is the same as the time that a trade is 
``executed'' and, generally, is consistent with the ``time of

[[Page 78957]]

execution'' for recordkeeping purposes.\30\
---------------------------------------------------------------------------

    \29\ See current Rule G-14 RTRS Procedures Section (d)(iii).
    \30\ See Notice, 89 FR at 5386-87 (discussing time of execution 
and note 22 for additional guidance on the time of execution); MSRB 
Letter at 13 (MSRB further explaining that the Time of Trade is the 
time at which a meeting of the minds has occurred, for example, 
where parties have already reached agreement regarding the terms and 
elements of execution and at what point a contract is formed for the 
transaction).
---------------------------------------------------------------------------

iii. Valid Contract Discussion
    In general, to form a valid contract, there must be at least an 
offer and acceptance of that offer. As a result, the MSRB noted that 
dealers should consider the point in time at which an offer to buy or 
sell municipal securities was met with an acceptance of that offer. 
This ``meeting of the minds,'' \31\ cannot occur before the final 
material terms, such as the exact security, price and quantity, have 
been agreed to and such terms are known by the parties to the 
transaction.\32\ The MSRB further explained that dealers should be 
clear in their communications regarding the final material terms of the 
trade and how such terms would be conveyed between the parties \33\ to 
ensure that such a valid trade contract has been formed.\34\
---------------------------------------------------------------------------

    \31\ See generally FINRA Regulatory Notice 16-30 (Trade 
Reporting and Compliance Engine (TRACE): FINRA Reminds Firms of 
their Obligation to Report Accurately the Time of Execution for 
Transactions in TRACE-eligible Securities) (Aug. 2016); MSRB Notice 
2016-19 (MSRB Provides Guidance on MSRB Rule G-14, on Reports of 
Sales or Purchases of Municipal Securities (Aug. 9, 2016) (the 
``2016 RTRS FAQs'') at questions 1 and 2.
    \32\ See generally MSRB Notice 2004-18 (Notice Requesting 
Comment on Draft Amendments to Rule G-34 to Facilitate Real-Time 
Transaction Reporting and Explaining Time of Trade for Reporting New 
Issue Trades) (June 18, 2004); 2016 RTRS FAQs at question 1.
    \33\ See Notice, 89 FR at 5386 n.26.
    \34\ Id. at 5387 (discussing the particulars for when 
transactions have been executed, confirmed, and reported).
---------------------------------------------------------------------------

iv. Exceptions to the Baseline Reporting Requirement
    Proposed amendments to Rule G-14 RTRS Procedures Section (a)(ii) 
add two new exceptions to the proposed one-minute reporting 
requirement: (a) New Section (C)(1) provides an exception for a dealer 
with ``limited trading activity,'' and (b) New Section (C)(2) provides 
an exception for a dealer reporting a ``trade with a manual 
component.'' \35\
---------------------------------------------------------------------------

    \35\ Id. (explaining how these exceptions have a narrowly 
tailored purpose).
---------------------------------------------------------------------------

a. Exception for Dealers With Limited Trading Activity
    Proposed new Section (a)(ii)(C)(1) would except a dealer with 
``limited trading activity'' from the one-minute reporting requirement 
and would instead be required to report its trades as soon as 
practicable, but no later than 15 minutes after the Time of Trade for 
so long as the dealer remains qualified for the limited trading 
activity exception, as further specified in new Supplementary Material 
.01.\36\ Proposed Section (d)(xi) of Rule G-14 RTRS Procedures would 
define a dealer with limited trading activity as a dealer that, during 
at least one of the prior two consecutive calendar years, reported to 
an RTRS Portal fewer than 2,500 purchase or sale transactions with 
customers or other dealers,\37\ excluding transactions exempted under 
Rule G-14(b)(v) and transactions specified in Rule G-14 RTRS Procedures 
Sections (a)(ii)(A) and (B). A dealer relying on this exception to 
report trades within the 15-minute timeframe, rather than the new 
standard one-minute timeframe, would have to confirm that it meets the 
criteria for a dealer with limited trading activity for each year 
during which it continues to rely on the exception (e.g., the dealer 
could confirm its eligibility based on its internal trade records and 
by checking MSRB compliance tools which would indicate a dealer's 
transaction volume for a given year).\38\
---------------------------------------------------------------------------

    \36\ The MSRB noted that transactions effected by such a dealer 
with a Time of Trade outside the hours of an RTRS Business Day would 
be permitted to be reported no later than 15 minutes after the 
beginning of the next RTRS Business Day pursuant to Rule G-14 RTRS 
Procedures Section (a)(iii). The MSRB also noted that, as is the 
case today, transactions for which an end-of-trade-day or post-
trade-day reporting exception is available under redesignated 
Sections (A) and (B) would continue to have that exception 
available. See Notice, 89 FR at 5387 n.29.
    \37\ The original proposed rule change established a threshold 
of 1,800 trades. See Notice, 89 FR at 5387. The MSRB recalculated 
the appropriate threshold for the definition of ``dealer with 
limited trading activity'' to take into account both sell-side and 
buy-side inter-dealer trade reports together with reports of dealer 
trades with customers, regardless of whether the dealer bought or 
sold in the customer transaction. See Amendment No. 1; MSRB Letter 
at 22 n.81. The MSRB stated that there is no material impact to the 
economic analysis contained in the original proposed rule change as 
a result of the increased threshold. See MSRB Letter at 23.
    \38\ See Notice, 89 FR at 5387-88 (MSRB using a hypothetical to 
illustrate variations in dealer eligibility for the limited trading 
exception).
---------------------------------------------------------------------------

b. Exception for Trades With a Manual Component
    Rule G-14 RTRS Procedures Section (a)(ii)(C)(2) would except a 
``trade with a manual component'' as defined in new Section (d)(xii) of 
Rule G-14 RTRS Procedures from the one-minute reporting requirement. 
The MSRB noted that dealers with such trades would be required to 
report such trades as soon as practicable and within the time periods 
specified in new Supplementary Material .02, unless another exception 
from the one-minute reporting requirement applies under proposed Rule 
G-14 RTRS Procedures Sections (a)(ii)(A) and (B) (i.e., transactions 
having an end-of-trade-day or post-trade-day reporting exception) or 
(a)(ii)(C)(1) (i.e., transactions by dealers with limited trading 
activity).\39\ Section (d)(xii) of Rule G-14 RTRS Procedures would 
define a ``trade with a manual component'' as a transaction that is 
manually executed or where the dealer must manually enter any of the 
trade details or information necessary for reporting the trade directly 
into an RTRS Portal (for example, by manually entering trade data into 
the RTRS Web Portal) or into a system that facilitates trade reporting 
(for example, by transmitting the information manually entered into a 
dealer's in-house or third-party system) to an RTRS Portal. As 
described below and more fully in the Notice, a dealer reporting to the 
MSRB a trade meeting the definition for a ``trade with a manual 
component'' would be required to append a new trade indicator so that 
the MSRB can identify manual trades.\40\
---------------------------------------------------------------------------

    \39\ As explained by the MSRB, transactions effected with a Time 
of Trade outside the hours of an RTRS Business Day would be 
permitted to be reported no later than 15 minutes after the 
beginning of the next RTRS Business Day pursuant to Rule G-14 RTRS 
Procedures Section (a)(iii). See Notice, 89 FR at 5388 n.38.
    \40\ Such new indicator would be required for any trade with a 
manual component, whether the dealer reports such trade within the 
new one-minute timeframe or the dealer seeks to take advantage of 
the longer timeframes permitted for trades with a manual component. 
See Notice, 89 FR at 5388 n.39.
---------------------------------------------------------------------------

    As explained by the MSRB, this ``manual'' exception would apply 
narrowly, and would normally encompass any human participation, 
approval or other intervention necessary to complete the initial 
execution and reporting of trade information after execution, 
regardless of whether undertaken by electronic means (e.g., keyboard 
entry), physical signature or other physical action. To qualify as a 
trade with a manual component, the manual aspect(s) of the trade 
generally would have to occur after the relevant Time of Trade (i.e., 
the time at which a contract is formed for the transaction).\41\ As 
further explained by the MSRB, any manual aspects that precede the time 
of trade (e.g., phone calls to locate bonds to be sold to a customer 
before the dealer agrees to sell such bonds to a purchasing customer) 
would normally not be relevant for purposes of the exception unless 
they have a direct impact on the activities that must be

[[Page 78958]]

undertaken post-execution to enter information necessary to report the 
trade.\42\
---------------------------------------------------------------------------

    \41\ Id. at 5388.
    \42\ The MSRB provided various scenarios to illustrate 
application of the manual exception would apply. See generally id. 
at 5389 n.40. The MSRB further clarified that the exception is 
intended to apply only to the trade execution and reporting portions 
of the workflow. See MSRB Letter at 13.
---------------------------------------------------------------------------

    The MSRB provided the following non-exhaustive list of situations 
in which trades would be considered to have a manual component:
    <bullet> where a dealer executes a trade by manual or hybrid means, 
such as voice or negotiated trading by telephone, email, or through a 
chat/messaging function, and subsequently must manually enter into a 
system that facilitates trade reporting all or some of the information 
required to book the trade and report it to RTRS; \43\
---------------------------------------------------------------------------

    \43\ See Notice, 89 FR at 5389.
---------------------------------------------------------------------------

    <bullet> where a dealer executes a trade (typically a larger-sized 
trade) that requires additional steps to negotiate and confirm details 
of the trade with a client and manually enters the trade into risk and 
reporting systems; \44\
---------------------------------------------------------------------------

    \44\ See Notice, 89 FR at 5389.
---------------------------------------------------------------------------

    <bullet> where a dually-registered broker-dealer/investment adviser 
executes a block transaction that requires allocations of portions of 
the block trade to the individual accounts of the firm's advisory 
clients that must be manually inputted in connection with a trade; \45\
---------------------------------------------------------------------------

    \45\ Id.
---------------------------------------------------------------------------

    <bullet> where an electronically or manually executed trade is 
subject to manual review by a second reviewer for risk management 
(e.g., transactions above a certain dollar or par amount or other 
transactions meriting heightened risk review) and, as part of or 
following the review, the trade must be manually approved, amended or 
released before the trade is reported to RTRS; \46\
---------------------------------------------------------------------------

    \46\ Id.
---------------------------------------------------------------------------

    <bullet> where a dealer's trade execution processes may entail 
further diligence following the Time of Trade involving a manual step 
(e.g., manually checking another market to confirm that a better price 
is not available to the customer); \47\
---------------------------------------------------------------------------

    \47\ The MSRB noted that dealers experiencing significant levels 
of post-Time of Trade price adjustments due to such post-trade best 
execution processes should consider whether these processes are well 
suited to the dealer's obligations under MSRB Rule G-18 and whether 
the dealer is appropriately evaluating when a contract has in fact 
been formed with its customer. Id. at 5389 n.41.
---------------------------------------------------------------------------

    <bullet> where a dealer trades a municipal security, whether for 
the first time or under other circumstances where the security master 
information may not already be populated (e.g., information has been 
removed or archived due to a long lapse in trading the security), and 
additional manual steps are necessary to set up the security and 
populate the associated indicative data in the dealer's systems prior 
to executing and reporting the trade; \48\
---------------------------------------------------------------------------

    \48\ Id. at 5389.
---------------------------------------------------------------------------

    <bullet> where a dealer receives a large order or a trade list 
resulting in a portfolio of trades with potentially numerous unique 
securities involving rapid execution and frequent communications on 
multiple transactions with multiple counterparties, and the dealer must 
then book and report those transactions manually, one by one; \49\
---------------------------------------------------------------------------

    \49\ The MSRB explained that in instances where a dealer trades 
a basket of securities at a single price for the full basket, rather 
than individual prices for each security based on its then-current 
market price, such price likely would be away from the market, 
requiring inclusion of the ``away from market'' special condition 
indicator and qualifying for an end-of-trade-day reporting exception 
under proposed Rule G-14 RTRS Procedures Section (a)(ii)(A)(3). See 
Notice, 89 FR at 5389 n.42.
---------------------------------------------------------------------------

    <bullet> where a broker's broker engages in mediated transactions 
that involve multiple transactions with multiple counterparties; \50\ 
and
---------------------------------------------------------------------------

    \50\ Id. at 5389.
---------------------------------------------------------------------------

    <bullet> where a dealer reports a trade manually through the RTRS 
Web Portal.\51\
---------------------------------------------------------------------------

    \51\ Id.
---------------------------------------------------------------------------

    The MSRB noted that appropriateness of treating any step in the 
trade execution and reporting process as being manual must be assessed 
in light of the anti-circumvention provision included in the proposed 
rule change with regard to the delay in execution or insertion of 
manual tasks for the purpose of meeting this new exception.\52\
---------------------------------------------------------------------------

    \52\ Id. at 5390 (discussing the prohibition on purposeful 
insertion of manual steps in trade reporting process).
---------------------------------------------------------------------------

    New Supplementary Material .02(a) would require all trades with a 
manual component to be reported as soon as practicable and would 
specify that in no event may a dealer purposely delay the execution of 
an order, introduce any manual steps following the Time of Trade, or 
otherwise modify any steps prior to executing or reporting a trade for 
the purpose of utilizing the exception for manual trades.\53\
---------------------------------------------------------------------------

    \53\ Id.
---------------------------------------------------------------------------

    New Supplementary Material .03 would require that dealers adopt 
policies and procedures for complying with the as soon as practicable 
reporting requirement, including by implementing systems that commence 
the trade reporting process without delay upon execution and provides 
for additional guidance for regulatory authorities that enforce and 
examine dealers for compliance with this requirement to take into 
consideration the manual nature of the dealer's trade reporting 
process.\54\
---------------------------------------------------------------------------

    \54\ For trades with a manual component, the MSRB explained that 
it recognized that the trade reporting process may not be completed 
as quickly as, for example, where an automated trade reporting 
system is used. The MSRB further explained that in these cases, the 
MSRB expects that the regulatory authorities that examine dealers 
and enforce compliance with this requirement would take into 
consideration the manual nature of the dealer's trade reporting 
process in determining whether the dealer's policies and procedures 
are reasonably designed to report the trade ``as soon as 
practicable'' after execution. See id. at 5388.
---------------------------------------------------------------------------

    The MSRB also noted that dealers should consider the types of 
transactions in which they regularly engage and whether they can 
reasonably reduce the time between a transaction's Time of Trade and 
its reporting, and more generally should make a good faith effort to 
report their trades as soon as practicable.\55\ The MSRB currently 
collects and analyzes data regarding dealers' historic reporting of 
transactions to RTRS under various scenarios and such data will 
continue to be available to the regulators for analysis under the 
proposed one-minute standard. Subject to Commission approval of the 
proposed rule change, the MSRB explained that it would be reviewing the 
use of the manual exception and would share with the examining 
authorities any analyses resulting from such reviews.\56\
---------------------------------------------------------------------------

    \55\ Id. at 5389.
    \56\ Id. at 5390.
---------------------------------------------------------------------------

1. Phase-In Period for Trades With a Manual Component
    New Supplementary Material .02(b) would subject trades with a 
manual component to a phase-in period for timely reporting over three 
years (``phase-in period''). During the first calendar year of 
effectiveness of the exception, trades meeting this definition would be 
required to be reported as soon as practicable, but no later than 15 
minutes after the Time of Trade.\57\ For the second and third calendar 
years from effectiveness of the exception, such trades would be 
required to be reported as soon as practicable, but no later than 10 
minutes after the Time of Trade.\58\
---------------------------------------------------------------------------

    \57\ Id. at 5389; Amendment No. 1, Supplementary Material 
.02(b)(i).
    \58\ Under the original proposed rule change, trades with a 
manual component would have been required to be reported as soon as 
practicable, but no later than five minutes after the Time of Trades 
after the second calendar year from effectiveness and thereafter. 
See Notice, 89 FR at 5390; Amendment No. 1, Supplementary Material 
.02(b)(ii).
---------------------------------------------------------------------------

    Following the conclusion of the third calendar year and thereafter, 
such trades

[[Page 78959]]

would be required to be reported as soon as practicable, but no later 
than five minutes after the Time of Trade.\59\ The MSRB stated that 
dealers should remember that the ``as soon as practicable'' reporting 
obligation may, depending on the facts and circumstances, require 
quicker reporting than the applicable outer reporting obligation during 
and after the phase-in period.
---------------------------------------------------------------------------

    \59\ See Notice, 89 FR at 5387. The MSRB explained that it would 
be monitoring the implementation of the proposed rule change and 
would analyze trade data to determine, among other things, whether 
the eventual five-minute trade reporting timeframe continues to be 
feasible and appropriate in light of the empirical data collected 
through the earlier phases of implementation. See Amendment No. 1. 
The MSRB further explained that any further reduction in reporting 
timeframe, or elimination of the manual trade exception, could not 
be possible without additional formal rulemaking by the MSRB that 
would be filed with the Commission. See Amendment No. 1.
---------------------------------------------------------------------------

2. Prohibition on Purposeful Insertion of Manual Steps in Trade 
Reporting Process
    New Supplementary Material .02(a) would specifically prohibit 
dealers from purposely delaying the execution of an order, introducing 
any manual steps following the Time of Trade, or otherwise purposefully 
modifying any steps to execute or report a trade to utilize the 
exception for manual trades. The MSRB notes that this requirement would 
not prohibit reasonable manual steps that are taken for legitimate 
purposes and would not apply to any steps that are taken prior to the 
time of trade that do not have the effect of delaying the subsequent 
reporting of such trade.\60\
---------------------------------------------------------------------------

    \60\ See Notice, 89 FR at 5390.
---------------------------------------------------------------------------

3. Manual Trade Indicator
    Proposed amendments to Rule G-14 RTRS Procedures Section (b)(iv) 
would require the report of a trade meeting the MSRB's definition for a 
``trade with a manual component,'' as defined in proposed Section 
(d)(xii) of Rule G-14 RTRS Procedures,\61\ to append a new trade 
indicator \62\ to such a trade report. The MSRB noted that this 
indicator would be mandatory for every trade that meets the standard to 
append the indicator,\63\ regardless of whether the trade is actually 
reported within one minute after the Time of Trade, is reported within 
the applicable timeframe under the manual trade exception or is 
otherwise subject to another reporting exception.
---------------------------------------------------------------------------

    \61\ See generally id. at 5388-90.
    \62\ Id. at 5391 n.51 (discussing how the manual trade indicator 
would be used for regulatory purposes).
    \63\ Current Rule G-14 RTRS Procedures Section (a)(iv) requires 
that transaction data that is not submitted in a timely and accurate 
manner must be submitted or corrected as soon as possible. The 
manual trade indicator is not intended to be used to reflect the 
manual nature of any correction to a prior trade report. Id. at 5390 
n.50.
---------------------------------------------------------------------------

v. Pattern or Practice of Late Trade Reporting
    Current Rule G-14 RTRS Procedures Section (a)(iv) requires that 
transaction data that is not submitted in a timely and accurate manner 
must be submitted or corrected as soon as possible--even when a dealer 
is late in reporting a trade, the dealer remains obligated to report 
such trade as soon as possible. The proposed rule change further 
provides that any transaction that is not reported within the 
applicable time period shall be designated as ``late.'' \64\ The MSRB 
stated that a pattern or practice of late reporting without exceptional 
circumstances or reasonable justification may be considered a violation 
of Rule G-14.\65\ The MSRB further noted that the determination of 
whether exceptional circumstances or reasonable justifications exist 
for late trade reporting is dependent on the particular facts and 
circumstances and whether such circumstances are addressed in the 
dealer's systems and procedures.\66\ The MSRB explained that it 
expected that the regulatory authorities that examine dealers and 
enforce compliance with the reporting timeframes established under Rule 
G-14 RTRS Procedures would focus their examination for and enforcement 
of the rule's timing requirements on the consistency of timely 
reporting and the existence of effective controls to limit late 
reporting to exceptional circumstances or where reasonable 
justifications exist for a late trade report, rather than on individual 
late trade report outliers.\67\ Notwithstanding such expectation, where 
facts and circumstances indicate that an individual late report was 
intentional or otherwise egregious, or could reasonably be viewed as 
potentially giving rise to an associated fair practice, fair pricing, 
best execution or other material regulatory concern under MSRB or 
Commission rules with respect to that or a related transaction, the 
MSRB noted that the regulatory authorities could reasonably determine 
to take action with respect to such late trade in the examination or 
enforcement context.\68\
---------------------------------------------------------------------------

    \64\ See generally id. at 5391 n.52 (MSRB explaining that late 
trade designations are currently, and would continue to be, 
available to regulators and, through the MSRB compliance tool 
described below in the Notice under ``Purpose--Proposed Rule 
Change--Compliance Tools,'' to the dealer submitting the late 
trade).
    \65\ Id. at 5391.
    \66\ Id.
    \67\ Id.
    \68\ Id.
---------------------------------------------------------------------------

vi. Compliance Tools
    The MSRB explained that it would continue to provide various 
compliance tools to assist dealers with compliance and for examining 
authorities to monitor for compliance.\69\
---------------------------------------------------------------------------

    \69\ Id.
---------------------------------------------------------------------------

vii. Other Proposed Amendments
a. Technical Amendments
    Technical amendments to Rule G-14 RTRS Procedures Section (a)(ii) 
regroup and renumber its current Sections (A) through (C) to new 
Sections (A)(1) through (A)(3), renumber current Sections (D) and (E) 
to new Sections (B)(1) and B(2), and correct a cross-reference in 
Section (b)(iv) to certain of these Sections to be consistent with such 
renumbering.\70\ In addition, a technical amendment to Rule G-14 RTRS 
Procedures Section (a)(ii) changes the word ``of'' to ``after'' and 
omits the word ``within'' in the phrase ``within 15 minutes of Time of 
Trade'' for clarity and consistency of usage throughout the Rule G-14 
RTRS Procedures as amended.\71\
---------------------------------------------------------------------------

    \70\ Id. at 5392.
    \71\ Id.
---------------------------------------------------------------------------

b. Clarifying Amendments--Special Condition Indicators and Trades on an 
Invalid RTTM Trade Date
    Rule G-14 RTRS Procedures Section (b)(iv) currently sets forth 
information regarding certain existing special condition indicators 
while also referencing the existence of other special condition 
indicators in Section 4.3.2 of the Specifications for Real-Time 
Reporting of Municipal Securities Transactions. The MSRB stated that 
the proposed clarifying amendments to Section (b)(iv) of Rule G-14 RTRS 
Procedures would incorporate into the language thereof reference to all 
applicable special condition indicators, including the new trade with a 
manual component indicator and existing special condition indicators 
previously adopted by the MSRB but that are currently only documented 
explicitly in the Specifications for Real-Time Reporting of Municipal 
Securities Transactions.\72\ Other than the addition of the new trade 
with a manual component indicator, the MSRB noted that the proposed 
clarifying amendments to this provision would not make any changes to 
the types or usage of existing special condition

[[Page 78960]]

indicators.\73\ Rule G-14 RTRS Procedures Section (a)(iii) would be 
amended to reflect that, in addition to trades effected outside the 
hours of the RTRS Business Day, inter-dealer trades may be executed on 
certain holidays (other than those recognized as non-RTRS Business 
Days) that are not valid RTTM trade dates (``invalid RTTM trade 
date''), and in either case such trades are to be reported no later 
than within 15 minutes after the beginning of the next RTRS Business 
Day. Such invalid RTTM trade date transactions are already subject to 
this same next RTRS Business Day reporting requirement.\74\ The MSRB 
believes that a proposed clarifying amendment to this provision would 
not make any changes to the circumstances or timing of reporting of 
such trades.\75\
---------------------------------------------------------------------------

    \72\ See generally id. at 5392 n.55.
    \73\ Id. at 5392.
    \74\ See Section 4.3.2 of the Specifications for Real-Time 
Reporting of Municipal Securities Transactions; Exchange Act Release 
No. 55957 (June 26, 2007), 72 FR 36532 (July 3, 2007), File No. SR-
MSRB-2007-01.
    \75\ See Notice, 89 FR at 5392.
---------------------------------------------------------------------------

c. Proposed Conforming Amendments to Rule G-12 and RTRS Information 
Facility
    Proposed amendments to Rule G-12, on uniform practice, would make 
conforming changes to Section (f)(i) thereof to require that each 
transaction effected during the RTRS Business Day shall be submitted 
for comparison as soon as practicable, but no later than one minute 
after the Time of Trade unless an exception applies. The proposed rule 
change would also modify the IF-1 to clarify lateness checking against 
the applicable reporting deadline(s) provided for in proposed 
amendments to Rule G-14 RTRS Procedures, as opposed to the current 15-
minute requirement.\76\
---------------------------------------------------------------------------

    \76\ Id.
---------------------------------------------------------------------------

III. Summary of Comments Received and the MSRB's Response

    As noted previously, the Commission received fourteen (14) comments 
letters in response to the Notice, ten (10) letters in response to the 
OIP, and six (6) letters in response to Amendment No. 1.\77\ The MSRB 
responded to the comment letters received on the Notice and OIP in the 
MSRB Letter.\78\ The MSRB reiterated that it continues to believe that 
the proposed rule change would promote just and equitable principles of 
trade because it would further reduce information asymmetry between 
market professionals (such as dealers and institutional investors) and 
retail investors by ensuring progressively increased access to more 
timely information about executed municipal securities transactions for 
all investors.\79\ Additionally, the MSRB explained that the proposed 
rule change would foster cooperation and coordination with persons 
engaged in regulating and processing information, facilitating a 
consistent standard for trade reporting across many fixed income 
products, including municipal securities.\80\ The MSRB further noted 
that the proposed rule change would remove impediments to a free and 
open market in municipal securities by making publicly available more 
timely information about the market and the prices at which municipal 
securities transactions are executed and promote investor protection 
and the public interest through increased market transparency.\81\ 
Commenters generally supported the MSRB's goal of facilitating equal 
access to information and market transparency.\82\
---------------------------------------------------------------------------

    \77\ See supra notes 4, 7, and 12. Separately, the MSRB 
published a request for information soliciting stakeholder input 
regarding the impact of MSRB rules on smaller regulated entities 
(``Small Firm RFI'') on December 4, 2023. Eight (8) of the comments 
received by the MSRB in response to the Small Firm RFI discussed the 
original proposed rule change or a draft version of the original 
proposed rule change previously published for comment. See letters 
to Ronald W. Smith, Corporate Secretary, MSRB, from: Mike Petagna, 
President, Amuni Financial, Inc. dated Jan. 8, 2024 (``Amuni RFI 
Letter''); Mr. Kamler, Sanderlin Securities LLC dated Jan. 26, 2024 
(``Sanderlin Securities RFI Letter''); Robert S. Searle, President, 
Searle & Co., Inc. dated Feb. 16, 2024 (``Searle RFI Letter''); Brad 
Harris, Director of Fixed Income--Municipal Bonds, Herold & Lantern 
Investments dated Feb. 22, 2024 (``HLI RFI Letter''); Jessica R. 
Giroux, General Counsel, ASA dated Feb. 26, 2024 (``ASA RFI 
Letter''); Mr. Decker, BDA dated Feb. 26, 2024 (``BDA RFI Letter''); 
Leslie M. Norwood, Managing Director and Associate General Counsel, 
Head of Municipal Securities, SIFMA dated Feb. 26, 2024 (``SIFMA RFI 
Letter''); and Stern Brothers & Co. dated Feb. 26, 2024 (``Stern 
Bros. RFI Letter''). The comment letters received in response to the 
Small Firm RFI are available at: https://www.msrb.org/Regulatory-Documents?id=13895.
    \78\ See supra note 10.
    \79\ See MSRB Letter at 4.
    \80\ Id.
    \81\ Id.
    \82\ See, e.g., letters from SIFMA; BDA; ICI; Dimensional Fund 
Advisors; Belle Haven; Bernardi Securities; Piper Sandler; LPL.
---------------------------------------------------------------------------

A. One-Minute Reporting

i. Benefit to Municipal Securities Market
    Some commenters expressed concern that the scope of the proposed 
rule was overly broad and could have unintended consequences on the 
municipal securities market as a whole.\83\
---------------------------------------------------------------------------

    \83\ See, e.g., letters from BDA, Noto, State of Florida, 
Sanderlin Securities, SIFMA, ASA, Falcon Square Capital.
---------------------------------------------------------------------------

    One commenter ``generally agree[d] with the proposal to have those 
trades which can reasonably be reported within one minute be required 
by rulemaking to be reported within such time,'' \84\ but challenged 
the ``benefit of an across-the-board shortening of reporting times and 
[had] concerns about the costs and risks associated with 
implementation.'' \85\ Another commenter questioned ``what sort of 
benefit this almost-immediate reporting delivers or if the rule may 
very well adversely impact certain types of liquidity.'' \86\ One 
commenter stated that ``[a]ccelerating the timeframe for trade 
reporting [would] not result in any additional protection for investors 
and may well further inhibit capital being deployed in the 
marketplace,'' \87\ further noting that ``increasing the cost and 
compliance burden [would] impair liquidity and the willingness of firms 
to commit capital to their municipal business.'' \88\ A further 
commenter noted that the ``transition to one-minute reporting has 
neither been adequately examined or justified'' \89\ and did not 
``believe that the proposed one-minute reporting rule [could] be 
adopted without exposing the broker-dealer community to significant 
liability and creating risk to the function of some fixed income 
markets'' \90\ and that ``subjecting the fixed income market to trade 
reporting requirements that appear to be inspired by the equities 
market is misguided.'' \91\ Building on its 2022 letter, an additional 
commenter reiterated that the ``[p]roposals lack evidence of a market 
failure to justify such a change'' and ``[would] not provide a tangible 
benefit to investors.'' \92\ This commenter also expressed the view 
that ``regulatory changes based upon incomplete assumptions would be 
harmful to investors and threaten the participation of small and 
midsized broker-dealers.'' \93\ A commenter stated that the proposed 
rule change did ``not provide evidence to support how the reporting 
change would result in a material

[[Page 78961]]

improvement of the fixed-income securities market'' \94\ and that the 
proposed rule change ``appear[ed] to extrapolate the effects of the 
2005 change in reporting time . . . to support the claim that a further 
reduction in reporting time would provide more market transparency and 
immediate access to data for the remaining 26.3% of trades that were 
not reported to the MSRB within one minute during 2022.'' \95\ One 
commenter stated that the MSRB failed to ``provide carefully detailed 
analysis of the clear and substantial benefit to the municipal 
securities marketplace;'' \96\ ``provide adequate evidence upon which 
the SEC can reach a determination as to whether to approve or 
disapprove the proposed rule change;'' \97\ and ``advance quantifiable 
data to support its assertion that investors will save millions of 
dollars through such radically reduced reporting times.'' \98\ A 
further commenter expressed ``concern that the [proposed rule change] 
will expose broker-dealers to significant regulatory risk and clients 
to diminished liquidity and service from their broker-dealers.'' \99\ 
Another commenter expressed a positive view by stating that 
``transparency fosters a fair and efficient market and that market 
quality is improved when public information is disseminated evenly to 
all market participants'' \100\ enhancing ``investors' power to 
negotiate with dealers, leading to reduced transaction costs.'' \101\ 
One commenter ``question[ed] whether one-minute trade reporting is 
suitable across the board for all fixed income markets'' and believed 
that the ``current trade reporting framework already strikes an 
appropriate balance between transparency, the ability to reasonably 
comply, and market liquidity.'' \102\ Additionally, this commenter 
noted that the proposed rule change ``lack[ed] sufficient evidence and 
reasoning as to why shortening the reporting timeframe is necessary, 
much less achievable.'' \103\
---------------------------------------------------------------------------

    \84\ See BDA Letter at 1. BDA generally reiterated its position 
in the BDA OIP Letter and BDA Amendment No. 1 Letter.
    \85\ See BDA Letter at 1.
    \86\ See Noto Letter.
    \87\ See State of Florida Letter at 1.
    \88\ Id. at 2.
    \89\ See SIFMA Letter at 2.
    \90\ Id.
    \91\ Id.
    \92\ ASA Letter at 1. ASA generally reiterated its position in 
the ASA OIP Letter and ASA Amendment No. 1 Letter.
    \93\ Id. at 2. ASA included its 2022 comment letter which 
already explained that the ``Proposals are notable in that they 
offer scant evidence for why current reporting requirements are 
inadequate or how investors would benefit by a shift to a mandated 
one-minute time frame.'' Id. at 5-6.
    \94\ See Falcon Square Capital Letter at 1. Falcon Square 
Capital generally reiterated its position in the Falcon Square 
Capital Amendment No. 1 Letter.
    \95\ See Falcon Square Capital Letter at 1-2.
    \96\ See Belle Haven Letter at 3.
    \97\ Id. at 1.
    \98\ Id. Belle Haven generally reiterated its position in the 
Belle Haven Amendment No. 1 Letter.
    \99\ LPL OIP Letter at 1.
    \100\ See Dimensional Fund Advisors Letter at 1.
    \101\ Id.
    \102\ See FHN Financial OIP Letter at 2.
    \103\ Id.
---------------------------------------------------------------------------

    In response to comments, the MSRB explained that one way to assess 
the magnitude of the benefits of the proposed rule change is to compare 
the amount investors are paying (or might pay in the future as a result 
of rulemaking) to the amount they would otherwise pay in a more 
efficient market.\104\ The MSRB further explained that when it 
previously shortened the trade reporting deadline from end-of-day to 15 
minutes from the Time of Trade in 2005, the MSRB's analysis of data 
collected showed a significant reduction in average customer trade 
effective spreads.\105\ The MSRB also noted that its analysis also 
showed that effective spreads for customer trades continued to decline 
in the last decade with progressively faster trade reporting due to 
technology improvements undertaken by the industry to execute trades 
more quickly and efficiently but that this downward trend had become 
less pronounced in recent years.\106\ The MSRB stated that it believes 
that it has appropriately demonstrated the estimated costs and benefits 
that the proposed rule change would likely provide to the municipal 
securities market \107\ because the proposed rule change would result 
in reduced transaction costs for investors (i.e., reduced effective 
bid-ask spread on customer trades) and increased trading volume from 
the effective spread reduction because investors are more likely to 
trade when the cost to trade is lowered.\108\ Further, the MSRB 
explained that it expects that the universe of potentially benefited 
transactions and trading volume would be significantly larger than one 
commenter \109\ described and that a shorter trade reporting window 
would likely result in yield curves that more accurately reflect the 
prevailing market conditions because of lower information lags in 
reported trade prices.\110\
---------------------------------------------------------------------------

    \104\ See MSRB Letter at 6.
    \105\ Id. at 6-7.
    \106\ Id. at 7.
    \107\ Id. at 6.
    \108\ Id. at 7.
    \109\ See Belle Haven Letter at 3.
    \110\ See MSRB Letter at 8 (citing the Notice, 89 FR at 5395 
n.74 and 5398).
---------------------------------------------------------------------------

ii. Impact on Competition and Liquidity
    Some commenters expressed views that shortening the reporting 
timeframe disproportionally impacted less active and smaller dealers, 
potentially leading to a decline in liquidity, capital resources, and 
concentration of municipal bond trading among the largest dealers in 
the industry. One commenter noted that the proposed rule change 
``grossly underestimated the costs of the proposed rule'' \111\ and 
forecasted that the proposed rule change would put many firms out of 
business.\112\ Such commenter further explained that the ``retail 
investor's liquidity and negotiating power will be eliminated with the 
competitive landscape reduced to the largest of firms which do not 
negotiate with retail investors.'' \113\ A further commenter raised 
concerns ``that significant regulatory changes--particularly when based 
upon incomplete assumptions--would be harmful to investors and threaten 
the participation of small and mid-sized broker-dealers in these 
markets.'' \114\ An additional commenter raised the concern that a 
``unilateral reduction to a one-minute reporting timeframe could create 
undue burdens on execution quality and liquidity with respect to large 
volume trades or trades in less liquid securities'' \115\ because 
``dealers may have insufficient time to hedge their positions or 
allocate risk with respect to large-sized trades or transactions in 
thinly trades securities and therefore lead to less willingness by 
dealers to provide liquidity'' for these types of trades.\116\ Another 
commenter noted that the proposed rule change ``[p]unished'' \117\ 
small broker-dealers and would ``ultimately reduce liquidity for 
investors.'' \118\ In response to comments, the MSRB stated that it 
believes that the potential adverse impacts on competition and 
liquidity are appropriately mitigated by the two exceptions from the 
one-minute reporting requirement included in the proposed rule change, 
which would allow dealers of all sizes, levels of market activity, 
manners of executing transactions, and business models to continue to 
engage in municipal securities activities to promote a fair, efficient, 
robust and more modern municipal securities market consistent with 
investor protection.\119\
---------------------------------------------------------------------------

    \111\ See Belle Haven Letter at 6.
    \112\ Id.
    \113\ Id. at 5.
    \114\ See ASA Letter at 9.
    \115\ See ICI Letter at 3.
    \116\ Id. at 2 n.4.
    \117\ See Sanderlin Securities Letter at 3.
    \118\ Id. at 3.
    \119\ See MSRB Letter at 10.
---------------------------------------------------------------------------

iii. Technology Costs
    Some commenters raised concerns that the proposed rule change would 
impose increased costs of new technology infrastructure. One commenter 
expressed the view that small firms that do not qualify for the limited 
trading exception would have to ``implement more sophisticated and 
expensive automated reporting

[[Page 78962]]

systems'' \120\ that they estimated at half a million dollars each year 
\121\ which would be ``cost prohibitive to smaller firms'' and would 
lead to ``curtail[ing] customer access to the fixed income securities 
market.'' \122\ Another commenter noted that the ``technology to report 
all transactions involving a manual component within five minutes does 
not currently exist and may never exist, given the structure of the 
market'' and expressed the view that ``members [would] need significant 
time to review systems to ensure that one-minute reporting can be 
accomplished; create systems, policies and procedures for manual trade 
indicators, and train staff'' and also noted the ``high costs of 
systems development'' necessary to make operational changes to effect 
the original proposed rule change.\123\ A further commenter explained 
that ``[b]uilding compliant systems for all aspects of the Proposals 
[would] require major investments by dealers and vendors in technology, 
training, and revisions to supervisory procedures'' and that 
``[i]mplementation [would] be especially challenging for smaller . . . 
members who have fewer resources to commit to not only these changes, 
but the plethora of other new rules and amendments on the regulatory 
horizon.'' \124\ Additionally, this commenter explained that many firms 
``rely on third-party vendors to report all or most of their trades to 
TRACE and RTRS.'' \125\ This commenter stated that ``vendors that need 
to update their infrastructure to accommodate changing reporting 
timelines will pass on this expense to dealers that rely on their 
service.'' \126\
---------------------------------------------------------------------------

    \120\ See Falcon Square Capital Letter at 2. Falcon Square 
Capital reiterated its position in the Falcon Square Capital 
Amendment No. 1 Letter.
    \121\ See Falcon Square Capital Letter at 2
    \122\ Id. at 6.
    \123\ See SIFMA Letter at 10.
    \124\ See BDA Letter at 4.
    \125\ Id. at 3.
    \126\ Id. at 4.
---------------------------------------------------------------------------

    In response to comments, the MSRB observed that most small and mid-
sized firms that would otherwise need to shoulder higher technology or 
service costs would likely qualify as dealer with limited trading 
activity for which the proposed exception from the one-minute reporting 
timeframe would apply.\127\ The MSRB further explained that such firms 
would not need to obtain additional, and potentially more 
sophisticated, technology infrastructure or services beyond their 
current arrangements.\128\ The MSRB stated that it believes that the 
potential adverse impacts on competition and liquidity raised by some 
commenters are appropriately mitigated by the two exceptions from the 
one-minute reporting which would allow dealers of all sizes, levels of 
market activity, manners or executing transactions, and business models 
to continue to engage in municipal securities activities to promote a 
fair, efficient, robust and more modern municipal securities market 
consistent with investor protection.\129\
---------------------------------------------------------------------------

    \127\ See MSRB Letter at 9.
    \128\ Id.
    \129\ Id. at 10.
---------------------------------------------------------------------------

B. General Comments on Exceptions to One-Minute Reporting

    Commenters expressed several views relating to the exceptions. One 
commenter believes that the ``current exceptions contained in the 
proposals represent essential elements to ensure industry compliance'' 
and that ``[w]ith the exceptions in place, the Proposals strike a 
reasonable balance between regulatory modernization and operational 
limitations which prevent may trades from meeting the one-minute 
reporting standard.'' \130\ This commenter further emphasized that 
``without the exceptions for dealers with limited trading activity and 
for trades with a manual component, the Proposals would be 
unworkable.'' \131\ Another commenter stated that the exceptions are 
critical to protect smaller dealer members and would be required if the 
proposed rule change moves forward.\132\ A further commenter supported 
the manual exception and noted that the scope of the manual trade 
exception should be consistent between SROs.\133\ One commenter, 
however, noted that the ``exceptions do not appreciably alter market 
dynamics'' \134\ and expressed concern over the idea that either of the 
``exceptions could be reduced over time without being proposed for 
public comment'' \135\ which ``would also set a troubling precedent 
that would allow SROs to implement changes without an evidentiary or 
legal justification for doing so.'' \136\ One commenter advocated for 
the complete phase out of the exceptions so that all trades subject to 
the 15-minute reporting timeframe will be reported within one 
minute.\137\ An additional commenter stated that its support for the 
original proposed rule change is conditioned on retaining the 
exceptions for firms with limited trading activity and for trades with 
a manual component.\138\
---------------------------------------------------------------------------

    \130\ See BDA Letter at 1.
    \131\ See id.; BDA Amendment No. 1 Letter at 2 (expressing the 
view that the exceptions are made stronger by the changes made by 
Amendment No. 1).
    \132\ See, e.g, SIFMA Letter at 2. SIFMA reiterated its position 
in the SIFMA OIP Letter and SIFMA Amendment No. 1 Letter at 2 
(expressing the view that the proposed manual trade exception ``is 
not a panacea since a mandatory one-minute requirement remains 
unworkable even for certain fully-electronic trades.'').
    \133\ See FIF I Letter at 2; FIF OIP Letter at 2 (expressing the 
view that the proposed manual trade exception ``is important to 
avoid disruption to current trading practices for bonds.'').
    \134\ See ASA Letter at 1.
    \135\ Id. at 2.
    \136\ Id.
    \137\ See Dimensional Fund Advisors Letter at 2.
    \138\ See Piper Sandler OIP Letter at 1.
---------------------------------------------------------------------------

    In response to comments, the MSRB agreed that the exceptions are 
important components of the proposed rule change and agreed with 
commenters that asserted that that the exceptions are critical to 
making the proposed rule change workable and provide for an orderly 
transition to a more rapid trade reporting paradigm \139\ and noted 
that it ``fully intends for the proposed new intra-day exceptions for 
trade reporting of municipal securities work in the same manner and at 
the same pace, and therefore consistent with, requirements for other 
fixed income securities.'' \140\ The MSRB further explained that 
``consideration of whether or when one or both of the proposed 
exceptions should be phased out is premature, because the MSRB 
currently lacks sufficient data so support such a decision.'' \141\ The 
MSRB stated that it ``intends to monitor trade reporting activity and 
potential impacts on the marketplace to determine whether any changes 
to the proposed rule change should be considered in the future.'' \142\
---------------------------------------------------------------------------

    \139\ See MSRB Letter at 11.
    \140\ Id. at 12.
    \141\ Id. at 11.
    \142\ Id.
---------------------------------------------------------------------------

i. Trades With a Manual Component Exception
    Commenters generally noted that the trades with a manual component 
exception balances shortening reporting requirements while avoiding 
undue disruptions to the municipal securities market. One commenter 
stated that it believed that the trades with a manual component 
exception is an ``appropriate balance between shortening reporting 
timeframes and avoiding disruption to the marketplace or causing undue 
burdens.'' \143\ Another commenter requested that the MSRB should 
``implement a broad exception for manual trades.'' \144\ Several 
commenters raised questions about the application of the exception 
where manual steps may have been taken prior to trade execution but 
where the execution itself and the

[[Page 78963]]

subsequent trade reporting workflow may be fully automated.\145\ 
Commenters provided examples where systems processing limitations would 
prevent certain fully automated trades to be reported within one 
minute.\146\ Some commenters requested clarification in the context of 
dual registrants and situations where a dealer allocates a block trade 
to allocate trades.\147\ One such commenter noted that ``maintaining 
the reporting time at 15 minutes is necessary, considering the 
complexities involved in the manual trade reporting process.'' \148\
---------------------------------------------------------------------------

    \143\ See ICI Letter at 3.
    \144\ See LPL OIP Letter at 2.
    \145\ See, generally, BDA Letter; FIF I Letter; ICI Letter; 
SIFMA Letter; ASA Letter.
    \146\ See, e.g., BDA Letter at 4; Searle RFI Letter at 2; SIFMA 
Letter at 3, 7-9; FIF I Letter at 3.
    \147\ See, e.g., BDA Letter at 4; SIFMA Letter at 7; Falcon 
Square Capital Letter at 3-4; FIF I Letter at 3; LPL OIP Letter at 
2; SIFMA OIP Letter at 5; BDA OIP Letter at 1-2.
    \148\ See ASA Letter at 2.
---------------------------------------------------------------------------

    With respect to qualifying as a trade with a manual component, the 
MSRB reiterated that ``the manual aspect of the trade workflow 
generally would only occur after the relevant Time of Trade.'' \149\ 
The MSRB explained that ``where trade execution and reporting processes 
are fully electronic, a minimal triggering action (e.g., click 
``accept'') to prompt the electronic execution of a trade at the 
beginning of the process, by itself, typically would not be sufficient 
to constitute a manual step qualifying the trade for the manual trade 
exception.'' \150\ As it relates to system processing limitations, 
including trades involving large post-trade automated allocations, 
portfolio trades, trades involving batch processing, and trades where 
multiples systems are involved in a trade workflow, the MSRB stated 
that ``analysis of such scenarios related to fully automated trades 
under the [proposed rule change] is likely to be highly fact 
specific.'' \151\ Because it is a facts and circumstances 
determination, the MSRB further explained that it is impossible to 
create an exhaustive list of examples and that ``dealers should 
document the circumstances giving rise to [any reporting] delays and 
consider potential alternatives for reasonable ways to improve the 
timing of trade reporting such circumstances.'' \152\ The MSRB reminded 
dealers of the ``overarching obligation to report trades as soon as 
practicable in light of the effects of such circumstances or 
justification'' \153\ even if not within the applicable one-minute 
timeframe.\154\ The MSRB further explained that ``failure to report 
such trades as soon practicable could be a factor weighing against the 
determination of whether the exceptional circumstances or reasonable 
justification provisions of the [proposed rule change] would be 
available to a dealer making such late reports.'' \155\ With respect to 
large or block transaction, the MSRB explained that depending on the 
specific facts and circumstances, ``where a dealer executes a large or 
block transaction that requires allocations of portions of the trade to 
individual accounts, unless the initial large or block trade 
independently qualifies for the manual trade exception and absent 
another exception, the large or block transaction normally would not 
qualify for the manual trade exception and instead would be subject to 
the one-minute reporting requirement.'' \156\ The MSRB further noted 
that the ``manual trade exception may, however, be available for any 
resulting allocations to individual accounts that may be required to be 
reported and such reporting involves manual input or other manual 
steps.'' \157\
---------------------------------------------------------------------------

    \149\ See MSRB Letter at 13 (citing Notice, 89 FR 5386-87).
    \150\ Id. at 13.
    \151\ Id. at 14.
    \152\ Id.
    \153\ Id.
    \154\ Id.
    \155\ Id.
    \156\ See MSRB Letter at 15 and accompanying notes 55 through 57 
(citing the Notice, 89 FR at 5389).
    \157\ Id.
---------------------------------------------------------------------------

a. Phase-In Period
    Several commenters addressed the phase-in of the shortening 
reporting timeframe for trades with a manual component.\158\ Some 
commenters requested that the MSRB propose for notice and comment each 
reduced outer limit timeframe for the trades with a manual component 
exception to allow market participants the opportunity to submit 
valuable data and comment prior to the MSRB shortening the reporting 
timeframe.\159\ One commenter expressed the view that this exception 
was not a true exception \160\ and requested that the MSRB ``collect 
data to support a reduction in reporting time for manual trades before 
it proposes a rule to do so'' \161\ as, according to this commenter, 
the MSRB did not ``cite a scintilla of statistical or objective support 
for the need to ``phase in'' a reduction of reporting for manual 
reporters'' \162\ or ``provide the SEC with evidence that manual 
reporters are not currently reporting as fast as practicable.'' \163\ 
This commenter also raised the concern that the phase-in period may 
eliminate small firms which are incapable of meeting the phased-in time 
periods.\164\ One commenter noted uncertainty regarding the 
technological capabilities to meet the proposed phase-in timeframes, 
and requested the MSRB to undertake ongoing monitoring, analysis, and 
stakeholder engagement.\165\ A further commenter requested that the 
MSRB ``[e]xamine impacts to liquidity, depth, concentration, and 
transparency prior to decreasing reporting times to shorter intervals 
to ensure markets are not harmed.'' \166\ One commenter also expressed 
being troubled by the language of the manual trade exception because it 
``suggests the possibility of reassessing the reporting timeframe, 
potentially leading to further reductions or even the elimination of 
the manual trade exception altogether.'' \167\
---------------------------------------------------------------------------

    \158\ See, e.g., BDA Letter at 3; ICI Letter at 3-4; Falcon 
Square Capital Letter at 4; Falcon Square Capital Amendment No. 1 
Letter at 3-4; SIFMA Letter at 6; SIFMA OIP Letter at 6; SIFMA 
Amendment No. 1 Letter at 3; ASA OIP Letter at 2; ASA Amendment No. 
1 Letter at 1; Belle Haven Letter at 5-9; Belle Haven Amendment No. 
1 at 3-4; BDA OIP Letter at 3, 5; LPL OIP Letter at 2.
    \159\ Id.
    \160\ See Belle Haven Letter at 6.
    \161\ Id. at 9.
    \162\ Id. at 7.
    \163\ Id. at 7.
    \164\ Id. at 5.
    \165\ See SIFMA Letter at 6-7. See generally ICI Letter at 3-4 
(noting potential impacts of implementing the proposed phase-in 
timeframes and requesting that the MSRB propose for notice and 
comment each reduced outer limit timeframe to allow market 
participants the opportunity to submit valuable data and comments 
prior to potentially shortening reporting timeframes).
    \166\ See LPL OIP Letter at 2.
    \167\ See ASA Letter at 2.
---------------------------------------------------------------------------

    The MSRB noted that ``it does not have specific evidence that 
dealers are currently, as a matter of practice, reporting trades less 
rapidly than as soon as practicable'' \168\ but ``believes that the new 
requirement for reporting as soon as practicable would have the effect 
of increasing the proportion of trades being reported within shorter 
timeframes than they currently are, without regard to a one-minute, 
five-minute or 15-minute deadline, potentially translating into 
significant improvement in market-wide average reporting times.'' \169\ 
The MSRB also stated that it ``would monitor the implementation of the 
[proposed rule change] and, going forward, would analyze trade data 
related to the operation of the proposed two new exceptions to, among 
other things, determine whether the eventual five-minute trade 
reporting timeframe that would become applicable after two years 
continues to be feasible and appropriate in light of the empirical data 
collected through the earlier phases

[[Page 78964]]

of implementation.'' \170\ To address concerns expressed by commenters 
regarding potential difficulties in meeting the shortened reporting 
timeframes and make the necessary changes to processes and technology 
to achieve such shortened timeframes, the MSRB has ``determined to 
modify the pace of phasing-in the shortened reporting timeframe for 
trades with a manual component to extend the period during which such 
trades would be reportable by no later than 10 minutes after the Time 
of Trade from one year to two years.'' \171\ To alleviate commenters 
concerns related to the the elimination of the of the trades with a 
manual component exception, the MSRB explained that the proposed rule 
change ``sets out a phased-in implementation of the exception for 
manual trades that would provide for an ultimate five-minute timeframe 
for the reporting of such trades. No further reductions in such 
timeframe, and no elimination of the manual trade exception could be 
possible without additional formal rulemaking by the MSRB that would be 
filed with the Commission, and any such change would be subject to the 
required notice and comment process under Section 19 of the Exchange 
Act.'' \172\
---------------------------------------------------------------------------

    \168\ See MSRB Letter at 17.
    \169\ Id.
    \170\ Id. at 20.
    \171\ Id.
    \172\ See MSRB Letter at 20 (citing 15 U.S.C. 78s).
---------------------------------------------------------------------------

b. Manual Trade Indicator
    Several commenters addressed the manual trade indicator.\173\ 
Commenters requested that the trade indicator apply instead to fully 
automated trades subject to the one-minute reporting requirement.\174\ 
One commenter recommended that the MSRB default the manual trade 
indicator for any transaction that is reported initially through the 
RTRS web portal.\175\ Commenters requested that the MSRB institute an 
interim period where firms are permitted, but not required, to report 
the manual trade indicator.\176\ One commenter also requested 
clarification on the use of a portfolio trade modifier in specific 
scenarios.\177\
---------------------------------------------------------------------------

    \173\ See BDA Letter at 3; SIFMA Letter at 9; SIFMA OIP Letter 
at 7-8; FIF Letter I at 3-4; FIF Letter II generally.
    \174\ See BDA Letter at 3; SIFMA Letter at 9; SIFMA OIP Letter 
at 7-8.
    \175\ See FIF I Letter at 4.
    \176\ Id. at 6; SIFMA OIP Letter at 8.
    \177\ See generally FIF I Letter (scenarios where a firm 
corrects a technical issue and then submits automatically); FIF II 
Letter (consisting of examples of such scenarios and requesting 
corresponding clarification); FIF OIP Letter (FIF requested 
clarification on the use of a portfolio trade modifier to RTRS where 
a dealer receives a large order or a trade list resulting in a 
portfolio of trades with potentially numerous unique securities 
involving rapid execution and frequent communications on multiple 
transactions with multiple counterparties, with the dealer having to 
book and report those transactions manually. In response, the MSRB 
clarified that the ``Notice was not intended to create a requirement 
for portfolio trades to be reported with a trade indicator under 
MSRB Rule G-14, and no such portfolio indicator is proposed or would 
be required pursuant to the proposed rule change.'' See MSRB Letter 
at 16. The MSRB further explained ``that it has not made a 
determination as to whether an ``away from market' indicator would 
be required in connection with any particular portfolio 
transaction.''). Id. at 17.
---------------------------------------------------------------------------

    After considering comments, the MSRB explained that ``to the extent 
that these trades are fully automated--both the execution and the trade 
reporting--the manual trade indicator would not apply and should not be 
used, and the exception for trades with a manual component also would 
not apply.'' \178\ The MSRB further noted that since ``dealers are 
already successfully processing other trade indicators that must be 
applied on an individualized basis in the context of manual and 
electronic trades[,] the MSRB believes that existing processes can be 
modified to include the manual trade indicator with only limited 
additional effort and expense.'' \179\ In response to the requested 
interim period for optional use, the MSRB ``contemplates providing 
dealers with sufficient time to implement and test the use of the 
indicator and does not intend at this time to provide an optional 
reporting period.'' \180\ Additionally, the MSRB explained that since 
``one of the intended purposes of the manual trade indicator is to 
provide regulators with the information necessary to make thoughtful 
and pragmatic changes and identify roadblocks to achieving faster trade 
reporting for trades with a manual component'' \181\ the MSRB stated 
that it ``will be using the manual trade indicator to assess whether 
taking further action in the course of such phase-in might be 
warranted.'' \182\
---------------------------------------------------------------------------

    \178\ See MSRB Letter at 14.
    \179\ Id. at 18-19.
    \180\ Id. at 24.
    \181\ Id. at 18 n.66.
    \182\ Id.
---------------------------------------------------------------------------

C. Limited Trading Activity Exception

    Several commenters addressed the limited trading activity 
exception.\183\ One commenter noted that the ``[limited trading 
activity] exception is appropriately based on trade numbers that are 
correctly sized to protect minority, veteran and women owned business 
enterprises and small dealers from incurring the significant costs 
associated with the proposed rule'' \184\ while the proposed two-year 
look back period ``[would] allow newly impacted members some time to 
attempt to implement systems to attempt to achieve compliance.'' \185\ 
Another commenter supported the limited trading activity exception, 
believing many firms in the market will benefit greatly from this 
exception.\186\ An additional commenter expressed the view that the 
proposed 1,800-trade threshold is ``far too low'' \187\ and requested 
that the MSRB either significantly expand the threshold or conduct 
further analysis and provide data to support the 1,800 threshold.\188\
---------------------------------------------------------------------------

    \183\ See, e.g., SIFMA Letter; BDA Letter; Falcon Square Capital 
Letter; Belle Haven Letter; FIF I Letter. See also BDA OIP Letter; 
SIFMA OIP Letter.
    \184\ See SIFMA Letter at 9.
    \185\ Id.
    \186\ See BDA Letter at 2.
    \187\ See Falcon Square Capital Letter at 3.
    \188\ Id. at 3.
---------------------------------------------------------------------------

    After considering comments received, the MSRB determined to 
increase the threshold to 2,500 trades.\189\ As explained by the MSRB, 
``the revised 2,500 threshold is expected to exempt a clear majority of 
dealers, i.e., 476 out of 651 dealers or approximately 73 percent of 
dealers based on 2021 and 2022 trade reporting data and these dealers 
would remain eligible to report their trades in 15 minutes or less.'' 
\190\ As stated by the MSRB, ``these limited activity dealers account 
for 1.4 percent of total trades and 2.3 percent of the total par value 
traded, and therefore would have a

[[Page 78965]]

minimal impact on market transparency.'' \191\
---------------------------------------------------------------------------

    \189\ See MSRB Letter at 22 n.81 (explaining that ``upon further 
review of the methodology used for proposing a 1,800-trade threshold 
for qualifying for the dealer with limited trading activity 
exception in the original proposed rule change, the MSRB has 
determined to increase the threshold to 2,500 trades based on a 
modification of its methodology described below. In establishing the 
original proposed threshold of 1,800 trades, the MSRB had used an 
approach consistent with other instances where MSRB rules and 
related transparency activities are based on inter-dealer trade 
report activity that rely solely on the sell-side inter-dealer trade 
reports so as to avoid, for those specific purposes, potential 
double counting if both the sell-side and buy-side were to be used. 
For example, the manner in which the MSRB disseminates trade reports 
for compared inter-dealer trades and assesses its transaction and 
trade count fees for inter-dealer trades under MSRB Rule A-13(d) is 
based solely on sell-side trade reports for the reasons described in 
Amendment No. 1. As a result, the calculations discussed in the MSRB 
Filing Notice underlying the 1,800-trade threshold in the proposed 
definition of ``dealer with limited trading activity'' was lower and 
did not fully account for inter-dealer trade reports since only the 
sell-side inter-dealer trade reports were taken into account. In 
order to maintain compatibility with the plain meaning of the 
language of the MSRB's proposed definition of ``dealer with limited 
trading activity,'' the MSRB has recalculated the applicable 
threshold for such definition to be 2,500 trades, taking into 
account both sell-side and buy-side inter-dealer trade reports 
together with reports of dealer trades with customers, regardless of 
whether the dealer bought or sold in the customer transaction.''). 
See also Amendment No. 1.
    \190\ See MSRB Letter at 23.
    \191\ Id. at 23 (referring to Table 2 in Amendment No. 1).
---------------------------------------------------------------------------

D. Consistency in Implementation

    Commenters recommended an implementation path for municipal 
securities that is staggered with other fixed income securities.\192\ 
In response to comments, the MSRB ``emphasize[d] that greater 
consistency in implementing changes across the various fixed income 
markets can be better achieved if the proposed requirements are applied 
to the entire fixed income industry at the same time. Consistency, not 
only in reporting requirements but also implementation of those 
requirements, helps avoid confusing and different reporting standards 
for the industry.'' \193\
---------------------------------------------------------------------------

    \192\ See, e.g., BDA Letter at 4; FIF I Letter at 5-6; ICI 
Letter at 2; SIFMA Letter at 10.
    \193\ See MSRB Letter at 12.
---------------------------------------------------------------------------

E. Implementation Period

    Two commenters requested a two-year implementation period and 
requested that the MSRB remain open to the creation of FAQs or the 
provision of implementation guidance to achieve greater 
compliance.\194\ One commenter requested an eighteen-month 
implementation period from the date the MSRB publishes technical 
specifications and guidance, requested a testing period with additional 
supports and enhancements ahead of final implementation, and a 
transitional period during which dealers would not be required to 
include the manual indicator on trades with a manual component.\195\ In 
response to comments, the MSRB stated that it ``continues to intend to 
maintain an implementation schedule for the proposed rule change that 
is aligned with the implementation for other fixed income securities.'' 
\196\ The MSRB also explained that it will ``endeavor to publish 
updated technical specifications as far as possible in advance of the 
effective date(s) and will work with dealers to provide interpretive 
guidance, where needed'' \197\ as is generally the protocol for RTRS 
and Information Facility changes and ``will facilitate free testing 
that would include test CUSIP numbers and other appropriate support to 
ensure that all dealers have a significant opportunity to prepare their 
systems and processes to achieve full compliance with the requirements 
of the proposed rule change, if approved.'' \198\ In response to the 
requested interim period for optional use of the manual trade 
indicator, the MSRB ``contemplates providing dealers with sufficient 
time to implement and test the use of the indicator and does not intend 
at this time to provide an optional reporting period.'' \199\
---------------------------------------------------------------------------

    \194\ See BDA Letter at 4; SIFMA Letter at 10.
    \195\ See FIF I Letter at 5-7; SIFMA OIP Letter at 8.
    \196\ See MSRB Letter at 24.
    \197\ Id.
    \198\ Id.
    \199\ Id.
---------------------------------------------------------------------------

F. Consistency With the Act

    Some commenters challenged the proposed rule change as 
circumventing regulatory obligations and requested that the MSRB 
conduct further analysis before implementation of the proposed rule 
change.\200\ One commenter expressed the view that the MSRB relied on 
``conclusory statements without background data in support'' \201\ and 
requested that the Commission deny and return the proposed rule change 
to the MSRB for further study and consideration.\202\ Another commenter 
asserted that the Commission ``want[ed] to avoid conducting a robust 
economic cost/benefit analysis'' \203\ and ``strongly recommend[ed] 
these Proposals be abandoned in their entirety.'' \204\ An additional 
commenter strongly encouraged the Commission to require the MSRB to 
revisit the proposed rule change in order to ``consider the economic 
challenges of smaller firms before modifying the current rule.'' \205\ 
Another commenter raised issues regarding whether the proposed rule 
change conforms with the requirements of the Administrative Procedure 
Act (``APA'').\206\ Some commenters defended the process undertaken by 
the MSRB in connection with the proposed rule change.\207\
---------------------------------------------------------------------------

    \200\ See generally Belle Haven Letter; ASA Letter; ASA OIP 
Letter; Falcon Square Capital Letter.
    \201\ See Belle Haven Letter at 2.
    \202\ Id.
    \203\ See ASA Letter at 3.
    \204\ Id.
    \205\ See Falcon Square Capital Letter at 6.
    \206\ See ASA Letter at 3; ASA OIP Letter at 2.
    \207\ See, e.g., Bernardi Securities OIP Letter at 2; Piper 
Sandler OIP Letter at 1-2.
---------------------------------------------------------------------------

    In response, the MSRB stated that it ``is confident that the 
current rulemaking has been undertaken fully in compliance with 
applicable statutory and regulatory requirements and has had the 
benefit of fulsome input from market participants and is backed by 
extensive data analysis.'' \208\ The MSRB further stated that while not 
statutorily required, the MSRB ``published a draft version of the 
proposal for comment in October 2022, including a preliminary economic 
analysis of such draft proposal, and received over 50 comment letters 
in response.'' \209\ The MSRB explained how the MSRB ``revised the 
draft version in response to comments received and, upon approval by 
the MSRB's board of directors, filed it with the Commission as the 
original proposed rule change as required under Section 19(b) of the 
Exchange Act. Also as required by Section 19(b) of the Exchange Act, 
the Commission published the MSRB Filing Notice for comment.'' \210\ 
The MSRB further explained how, in response to comments received, the 
Commission instituted proceedings to obtain further input on the 
original proposed rule change and the MSRB has now addressed the 
comments received on the MSRB Filing Notice in this letter.'' \211\ The 
MSRB further stated that ``[i]n part due to such extensive input, the 
MSRB has determined to file Amendment No. 1 to the original proposed 
rule change.'' \212\ The MSRB further stated that ``while the MSRB has 
consulted with FINRA and the Commission throughout this rulemaking 
process, the MSRB board of directors and staff have exercised their 
independent judgment in formulating the proposed rule change, which 
represents the culmination of MSRB deliberation on this topic 
stretching back to 2013.'' \213\
---------------------------------------------------------------------------

    \208\ See MSRB Letter at 24.
    \209\ Id. at 24-25. All comment letters received in response to 
the 2022 Request for Comment are available at https://www.msrb.org/sites/default/files/2023-03/All-Comments-to-Notice-2022-07.pdf.
    \210\ See MSRB Letter at 25.
    \211\ Id.
    \212\ Id.
    \213\ Id. at 25 n.95 (listing MSRB Notice 2013-02 (Jan. 17, 
2013); MSRB Notice 2013-14 (July 31, 2013); MSRB Notice 2014-14 
(Aug. 13, 2014).
---------------------------------------------------------------------------

IV. Discussion and Commission Findings

    The Commission has carefully considered the proposed rule change, 
as well as comment letters received, and the MSRB Letter. The 
Commission finds that the proposed rule change is consistent with the 
requirements of the Exchange 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) of the 
Exchange Act and the rules and regulations thereunder.\214\ Section 
15B(b)(2)(C) of the Exchange Act provides, in part, that the MSRB's 
rules shall be designed to promote just and equitable principles of 
trade, to foster cooperation and coordination with persons engaged in 
regulating, clearing, settling, processing

[[Page 78966]]

information with respect to, and facilitating transactions in municipal 
securities, to remove impediments to and perfect the mechanism of a 
free and open market in municipal securities, and, in general, to 
protect investors and the public interest.\215\
---------------------------------------------------------------------------

    \214\ 15 U.S.C. 78o-4(b)(2)(C).
    \215\ Id.
---------------------------------------------------------------------------

    The Commission believes that the proposed rule change is consistent 
with the Exchange Act because the proposed rule change is reasonably 
designed to remove impediments to and perfect the mechanism of a free 
and open market in municipal securities by bringing about greater 
market transparency through more timely disclosures and dissemination 
of information provided through the RTRS. Accordingly, the Commission 
finds that the proposed rule change is consistent with Section 
15B(b)(2)(C) of the Act, as further described below, because the 
proposed rule change will (i) promote just and equitable principles of 
trade; (ii) 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; (iii) remove impediments to and perfect the 
mechanism of a free and open market in municipal securities and 
municipal financial products; and (iv) protect investors and the public 
interest.

A. Promote Just and Equitable Principles of Trade

    The Commission finds the proposed rule change will promote just and 
equitable principles of trade by providing the market with more timely 
pricing information. As noted by the MSRB, some market professionals 
may in some circumstances have better or more rapid access to 
information about trade prices which retail investors do not have 
access.\216\ The Commission believes that such reduced timeframe for 
trade reporting would improve market transparency by reducing 
information asymmetries between market participants and enhancing 
investor confidence in the market. The Commission also anticipates that 
the MSRB will monitor trade reporting activity and potential impacts on 
the marketplace to determine whether any changes to the proposed rule 
change should be considered in the future. The Commission will consider 
any future proposed rule changes filed with the Commission.
---------------------------------------------------------------------------

    \216\ See Notice, 89 FR at 5393.
---------------------------------------------------------------------------

B. Foster Cooperation and Coordination

    The Commission finds that the proposed rule change would foster 
cooperation and coordination between the SEC, the MSRB, and FINRA by 
establishing consistent trade reporting requirements across various 
classes of fixed income securities. As noted by the MSRB, consistent 
trade reporting requirements reduce the risk of potential confusion and 
may reduce compliance burdens resulting from inconsistent obligations 
and standards for different classes of securities.\217\ A similar 
proposed rule change by FINRA, on which the MSRB closely coordinated 
with FINRA,\218\ would result in a consistent standard for trade 
reporting for municipal securities and the TRACE-eligible securities 
covered by the FINRA proposed rule change.\219\ Accordingly, the 
Commission believes that the proposed rule change will provide 
regulatory clarity and would foster cooperation and coordination 
between the MSRB and FINRA by establishing consistent trade reporting 
requirements across various classes of fixed income securities. 
Consistent trade reporting requirements for municipal securities 
covered by the proposed rule change and the TRACE-eligible securities 
covered by the FINRA proposed rule change also may reduce compliance 
burdens resulting from inconsistent obligations and standards for 
different classes of fixed income securities. Additionally, the 
Commission finds that the proposed rule change will allow the municipal 
securities market to produce more timely transaction data which will 
enhance surveillance of the market by enforcement agencies.
---------------------------------------------------------------------------

    \217\ Id.
    \218\ The Commission did not direct the MSRB to file the 
proposed rule change and is not using the MSRB as a conduit to enact 
the proposed rule change. One commenter cites a speech by the Chair 
in stating to the contrary, but that speech does not specifically 
address the RTRS trade reporting timeframe at all. See ASA Amendment 
No. 1 Letter at 2 n.4 (citing Gary Gensler, Chair, Securities and 
Exchange Commission, Prepared Remarks before SEC Speaks: U.S. 
Capital Markets and the Public Good (Apr. 2, 2024) (transcript 
available at https://www.sec.gov/newsroom/speeches-statements/prepared-remarks-sec-speaks-us-capital-markets-public-good). And, in 
any event, the speech reflects the views of the Chair alone, not the 
Commission.
    \219\ See supra note 15.
---------------------------------------------------------------------------

C. Remove Impediments to and Perfect the Mechanism of a Free and Open 
Market in Municipal Securities and Municipal Financial Products

    The Commission finds that the proposed rule change would remove 
impediments to, and perfect the mechanism of, a free and open market in 
municipal securities by making publicly available more timely 
transaction data at which municipal securities transactions are 
executed. As noted by the MSRB, prices at which transactions are 
executed is central to fairly priced municipal securities and a 
dealer's ability to make informed quotations.\220\ The Commission 
believes that the proposed rule change could mitigate certain 
information asymmetries that may exist, thereby enabling market 
participants to make more informed decisions. Further, the proposed 
exceptions reasonably balance the benefits to market participants of 
increased transparency while mitigating commenters' concern of a 
shortened trade reporting deadline. In this regard, the proposed rule 
change is reasonably designed to not permit unfair discrimination 
between customers, issuers, brokers, or dealers.
---------------------------------------------------------------------------

    \220\ See Notice, 78 FR at 5393.
---------------------------------------------------------------------------

D. Protect Investors, Municipal Entities, Obligated Persons, and the 
Public Interest

    The Commission finds that the proposed rule change will protect 
investors and the public interest by increasing market transparency and 
providing the market with more efficient pricing information.
    In approving the proposed rule change, the Commission has 
considered the proposed rule change's impact on efficiency, 
competition, and capital formation.\221\ Exchange Act Section 
15B(b)(2)(C) \222\ requires that MSRB rules not be designed to impose 
any burden on competition not necessary or appropriate in furtherance 
of the purposes of the Exchange Act.
---------------------------------------------------------------------------

    \221\ 15 U.S.C. 78c(f).
    \222\ 15 U.S.C. 78o-4(b)(2)(C).
---------------------------------------------------------------------------

    The Commission does not believes that the proposed rule change 
would impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Exchange Act because the proposed 
rule change takes into account competitive and liquidity concerns that 
could arise as a result of the costs associated with complying with a 
shortened reporting timeframe that could lead some dealers to exit the 
market, curtail their activities or consolidate with other firms. The 
MSRB has made efforts to minimize the impact of the proposed rule 
change on dealers in response to commenters including: (i) amending the 
definition of a dealer with limited trading activity in proposed 
subparagraph (d)(xi) of Rule G-14 RTRS Procedures by increasing the 
threshold for qualifying as a dealer with limited trading activity from 
1,800 transactions to 2,500 transactions; and (ii) extending

[[Page 78967]]

the phase-in period for the manual trade exception in proposed new 
Supplementary Material .02(b) of Rule G-14 RTRS Procedures by one 
additional year. While the MSRB does not intend at this time to provide 
an interim period for optional use of the manual trade indicator, the 
MSRB intends to provide a sufficient implementation timeframe, publish 
updated technical specifications and will work with dealers to provide 
interpretive guidance, facilitate free testing and other appropriate 
support to ensure that all dealers have significant opportunity to 
prepare systems and processes to achieve full compliance with the 
proposed rule change.\223\ The Commission believes that the MSRB, 
through its responses and through proposed changes in Amendment No. 1 
has addressed commenters' concerns.
---------------------------------------------------------------------------

    \223\ See MSRB Letter at 24.
---------------------------------------------------------------------------

    The Commission has also reviewed the record for the proposed rule 
change and notes that the record does not contain any information to 
indicate that the proposed rule change would have a negative effect on 
capital formation. Further, the Commission finds that the possible 
increased investor protections offered by reducing the timeframe for 
trade reporting could foster greater faith in the integrity of the 
municipal securities market, increasing participation in this market, 
thereby increasing capital formation.
    The Commission also finds that the proposed rule change includes 
provisions that help promote efficiency. In particular, the Commission 
believes that the reduced timeframe for trade reporting could further 
reduce information asymmetries between market professionals and retail 
investors by increasing access to more timely information about 
executed transactions.
    For the reasons noted above, the Commission believes that the 
proposed rule change is consistent with the Act.

V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\224\ that the proposed rule change (SR-MSRB-2024-01), as modified 
by Amendment No. 1, be, and hereby is, approved.
---------------------------------------------------------------------------

    \224\ 15 U.S.C. 78s(b)(2).

    For the Commission, pursuant to delegated authority.\225\
---------------------------------------------------------------------------

    \225\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-22028 Filed 9-25-24; 8:45 am]
BILLING CODE 8011-01-P