Federal Register / Vol. 87, No. 90 / Tuesday, May 10, 2022 / Notices 28081 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

May 4, 2022, and postpone the date of 

payment of redemption proceeds with 

respect to redemption orders received 

on or after April 27, 2022 but not yet 

paid as of May 4, 2022, for more than 

seven days after the tender of securities 

to the Fund, until the Fund completes 

the liquidation of its portfolio and 

distributes all its assets to the 

shareholders, or until the Commission 

rescinds the order granted herein. 

Applicants believe that the relief 

requested is appropriate for the 

protection of shareholders of the Fund. 

Applicants’ Legal Analysis 

1. Section 22(e)(1) of the Act provides 

that a registered investment company 

may not suspend the right of 

redemption or postpone the date of 

payment or satisfaction upon 

redemption of any redeemable security 

in accordance with its terms for more 

than seven days after the tender of such 

security to the company or its 

designated agent except for any period 

during which the New York Stock 

Exchange (‘‘NYSE’’) is closed other than 

customary week-end and holiday 

closings, or during which trading on the 

NYSE is restricted. 

2. Section 22(e)(3) of the Act provides 

that redemptions may be suspended by 

a registered investment company for 

such other periods as the Commission 

may by order permit for the protection 

of security holders of the registered 

investment company. 

3. Applicants submit that granting the 

requested relief would be for the 

protection of the shareholders of the 

Fund, as provided in Section 22(e)(3) of 

the Act. Applicants assert that, in 

requesting an order by the Commission, 

the Applicants’ goal is to ensure that the 

Fund’s shareholders will be treated 

appropriately in view of the otherwise 

detrimental effect on the Fund of the 

illiquidity of the Fund’s investments 

and the ongoing uncertainty 

surrounding the relevant markets for the 

Russian equity securities held by the 

Fund. The requested relief is intended 

to permit an orderly liquidation of the 

Fund’s portfolio and ensure that all of 

the Fund’s shareholders are protected in 

the process. 

Applicants’ Conditions 

Applicants agree that any order of the 

Commission granting the requested 

relief will be subject to the following 

conditions: 

1. The Board, including a majority of 

the independent Trustees, will adopt or 

has adopted the Plan of Liquidation for 

the orderly liquidation of Fund assets 

and distribution of appropriate 

payments to Fund shareholders. 

2. Pending liquidating distributions, 

the Fund will invest proceeds of cash 

dispositions of portfolio securities 

solely in U.S. government securities, 

money market funds that are registered 

under the 1940 Act and comply with the 

requirements of Rule 2a–7 under that 

Act, cash equivalents, securities eligible 

for purchase by a registered money 

market fund meeting the requirements 

of Rule 2a–7 under the 1940 Act with 

legal maturities not in excess of 90 days 

and, if determined to be necessary to 

protect the value of a portfolio position 

in a rights offering or other dilutive 

transaction, additional securities of the 

affected issuer. 

3. The Fund’s assets will be 

distributed to the Fund’s shareholders 

solely in accordance with the Plan of 

Liquidation. 

4. The Fund and the Adviser will 

make and keep true, accurate and 

current all appropriate records, 

including but not limited to those 

surrounding the events leading to the 

requested relief, the Plan of Liquidation, 

the sale of Fund portfolio securities, the 

distribution of Fund assets, and 

communications with shareholders 

(including any complaints from 

shareholders and responses thereto). 

5. The Fund and the Adviser will 

promptly make available to Commission 

staff all files, books, records and 

personnel, as requested, relating to the 

Fund. 

6. The Fund and the Adviser will 

provide periodic reporting to 

Commission staff regarding their 

activities carried out pursuant to the 

Plan of Liquidation. 

7. The Adviser, its affiliates, and its 

and their associated persons will not 

receive any fee for managing the Fund. 

8. The Fund will be in liquidation and 

will not be engaged and does not 

propose to engage in any business 

activities other than those necessary for 

the protection of its assets, the 

protection of shareholders and the 

winding-up of its affairs, as 

contemplated by the Plan of 

Liquidation. 

9. The Fund and the Adviser will 

appropriately convey accurate and 

timely information to shareholders of 

the Fund, before or promptly following 

the effective date of the liquidation, 

with regard to the status of the Fund 

and its liquidation (including posting 

such information on the Fund’s 

website), and will thereafter from time 

to time do so to reflect material 

developments relating to the Fund or its 

status, including, without limitation, 

information concerning the dates and 

amounts of distributions, and press 

releases and periodic reports, and will 

maintain a toll-free number to respond 

to shareholder inquiries. 

10. The Fund and the Adviser shall 

consult with Commission staff prior to 

making any material amendments to the 

Plan of Liquidation. 

Commission Finding 

Based on the representations and 

conditions in the application, the 

Commission permits the temporary 

suspension of the right of redemption 

for the protection of the Fund’s security 

holders. Under the circumstances 

described in the application, which 

require immediate action to protect the 

Fund’s security holders, the 

Commission concludes that it is not 

practicable to give notice or an 

opportunity to request a hearing before 

issuing the order. 

Accordingly, in the matter of Voya 

Russia Fund, a series of Voya Mutual 

Funds, and Voya Investments, LLC (File 

No. 812–15333), 

It is ordered, pursuant to Section 

22(e)(3) of the Act, that the requested 

relief from Section 22(e) of the Act is 

granted with respect to the Fund until 

it has liquidated, or until the 

Commission rescinds the order granted 

herein. This order shall be in effect as 

of May 4, 2022, with suspension of 

redemption rights as requested by the 

Applicants to be effective as of May 4, 

2022 and the postponement of payment 

of redemption proceeds to apply to 

redemption orders received on or after 

April 27, 2022 but not yet paid as of 

May 4, 2022. 

By the Commission. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–09946 Filed 5–9–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94843; File No. SR– 

NYSEArca–2022–25] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change To Modify Rule 7.31–E To 

Add Subparagraph (f)(4) Regarding 

Directed Orders 

May 4, 2022. 

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

Securities Exchange Act of 1934 (the 

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

notice is hereby given that, on April 20, 

2022, NYSE Arca, Inc. (‘‘NYSE Arca’’ or 

the ‘‘Exchange’’) filed with the 


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28082 Federal Register / Vol. 87, No. 90 / Tuesday, May 10, 2022 / Notices 

4Because the Exchange proposes that Directed 

Orders may only be designated for the Core Trading 

Session, the Exchange also proposes conforming 

changes to Rule 7.34–E (Trading Sessions). 

Specifically, the Exchange proposes to modify Rule 

7.34–E(c)(1)(E) to provide that Directed Orders 

designated for the Early Trading Session would be 

rejected and Rule 7.34–E(c)(3)(C) to provide that 

Directed Orders designated for the Late Trading 

Session would be rejected. 

5See Rule 7.31–E(b)(2), which provides that a 

Limit Order may be designated with an Immediateor-Cancel (‘‘IOC’’) modifier. 

6See Rule 7.31–E(b)(1), which provides that 

orders may be designated with a Day modifier, and 

that an order to buy or sell designated Day, if not 

traded, will expire at the end of the designated 

session on the day on which it was entered. 

7See Rule 7.31–E(f)(1). NYSE Arca also offers 

variations of the Primary Only Order, including the 

Primary Only Until 9:45 Order, which is a Limit or 

Inside Limit Order that, on arrival and until 9:45 

a.m. Eastern Time, routes to the primary listing 

market, and the Primary Only Until 3:55 Order, 

which is a Limit or Inside Limit Order entered on 

the Exchange until 3:55 p.m. Eastern Time, after 

which time the order is cancelled on the Exchange 

and routed to the primary listing market. See Rules 

7.31–E(f)(2) and (f)(3). The Exchange’s affiliated 

exchanges NYSE American LLC (‘‘NYSE 

American’’), NYSE Chicago, Inc. (‘‘NYSE Chicago’’), 

and NYSE National, Inc. (‘‘NYSE National’’) 

(collectively, the ‘‘Affiliated Exchanges’’) also offer 

the Primary Only Order and variations thereof. See 

NYSE American Rules 7.31E(f)(1)–(f)(3); NYSE 

Chicago Rules 7.31(f)(1)–(f)(3); NYSE National 

Rules 7.31(f)(1)–(f)(3). 

8See, e.g., Nasdaq Stock Market LLC (‘‘Nasdaq’’), 

Equity 4, Equity Trading Rules, Rule 4758(a)(ix) 

(defining the Nasdaq Directed Order as an order 

designed to use a routing strategy under which the 

order is directed to an automated trading center 

other than Nasdaq, as directed by the entering 

party, without checking the Nasdaq Book); Cboe 

EDGX Exchange, Inc. (‘‘EDGX’’) Rules 11.8(c)(7) 

Securities and Exchange Commission 

(the ‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the self-regulatory 

organization. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to modify 

Rule 7.31–E to add subparagraph (f)(4) 

regarding Directed Orders and make 

other conforming changes. The 

proposed change is available on the 

Exchange’s website at www.nyse.com, at 

the principal office of the Exchange, and 

at the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to modify 

Rule 7.31–E (Orders and Modifiers) to 

add new subparagraph (f)(4) to provide 

for Directed Orders and to make other 

conforming changes to its Rules in 

connection with the addition of this 

new order type on the Exchange. The 

Directed Order, as further defined 

below, would be an order sent to the 

Exchange to be routed directly to an 

alternative trading system (‘‘ATS’’) 

specified by an ETP Holder. 

The Exchange proposes to add Rule 

7.31–E(f)(4), which would define a 

Directed Order as a Limit Order with 

instructions to route on arrival at its 

limit price to a specified ATS with 

which the Exchange maintains an 

electronic linkage. Proposed Rule 7.31– 

E(f)(4) would further provide that 

Directed Orders would be available for 

all securities eligible to trade on the 

Exchange. Proposed Rule 7.31–E(f)(4) 

would also provide that a Directed 

Order would not be assigned a working 

time or interact with interest on the 

NYSE Arca Book. The Exchange also 

proposes to provide in Rule 7.31–E(f)(4) 

that the ATS to which a Directed Order 

is routed would be responsible for 

validating whether the order is eligible 

to be accepted, and if such ATS 

determines to reject the order, the order 

would be cancelled. 

Proposed Rule 7.31–E(f)(4)(A) would 

provide that a Directed Order must be 

designated for the Exchange’s Core 

Trading Session, as defined in Rule 

7.34–E(a)(2).4

Proposed Rule 7.31–E(f)(4)(A) would 

further provide that a Directed Order 

must be designated with a Time in 

Force modifier of IOC 5 or Day 6 and 

would be routed to the specified ATS 

with such modifier. The Exchange 

proposes that a Directed Order 

designated IOC would be traded in 

whole or in part on the ATS to which 

it is routed after receipt of the order, and 

any untraded quantity would be 

cancelled. The Exchange proposes that 

a Directed Order designated Day would 

expire at the end of the Core Trading 

Session on the day it is entered. 

Proposed Rule 7.31–E(f)(1)(A) would 

also provide that a Directed Order may 

not be designated with any other 

modifiers defined in Rule 7.31–E. 

Proposed Rule 7.31–E(f)(4)(B) would 

provide that a Directed Order in a 

security that is having its initial listing 

on the Exchange would be rejected if 

received before the IPO Auction 

concludes. 

Proposed Rule 7.31–E(f)(4)(C) would 

provide that, during a trading halt or 

pause, an incoming Directed Order 

would be rejected. 

Proposed Rule 7.31–E(f)(4)(D) would 

provide that a request to cancel a 

Directed Order designated Day would be 

routed to the ATS to which the order 

was routed. 

The Exchange also proposes a 

conforming change to Rule 7.19–E (PreTrade Risk Controls). The Exchange 

proposes to modify Rule 7.19–E(a)(5), 

which sets forth the definition of Gross 

Credit Risk Limit and currently provides 

that unexecuted orders in the NYSE 

Arca Book, orders routed on arrival 

pursuant to Rule 7.37–E(a)(1), and 

executed orders are included for 

purposes of calculating the Gross Credit 

Risk Limit. The Exchange proposes to 

modify Rule 7.19–E(a)(5) to specify that 

orders routed on arrival pursuant to 

Rule 7.31–E(f)(4) would also be 

included for purposes of the Gross 

Credit Risk Limit calculation. 

The Exchange believes that the 

proposed rule change would facilitate 

additional trading opportunities by 

offering ETP Holders the ability to 

designate orders submitted to the 

Exchange to be routed to an ATS of their 

choosing for execution. The Exchange 

believes the proposed change would 

encourage ETP Holders to utilize the 

Exchange as a venue for order entry and 

further believes that the proposed 

change could create efficiencies for ETP 

Holders by enabling them to send orders 

that they wish to route to an alternate 

destination through the Exchange, 

thereby enabling them to leverage order 

entry protocols and specifications 

already configured for their interactions 

with the Exchange. The Exchange notes 

that the Directed Order, as proposed, 

would operate similarly to the Primary 

Only Order already offered by the 

Exchange, which is an order that is 

routed directly to the primary listing 

market on arrival, without being 

assigned a working time or interacting 

with interest on the NYSE Arca Book.7

The Exchange also believes that the 

Directed Order would offer ETP Holders 

functionality akin to order types and 

routing options that currently exist on 

other equities exchanges.8


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Federal Register / Vol. 87, No. 90 / Tuesday, May 10, 2022 / Notices 28083 

(defining the Routing/Directed ISO order type as an 

ISO that bypasses the EDGX system and is 

immediately routed by EDGX to a specified away 

trading center for execution) and 11.11(g)(2) 

(providing for the DRT routing option, in which an 

order is routed to an alternative trading system as 

instructed); Cboe EDGA Exchange, Inc. (‘‘EDGA’’) 

Rules 11.8(c)(7) (defining the Routing/Directed ISO 

order type as an ISO that bypasses the EDGA system 

and is immediately routed by EDGA to a specified 

away trading center for execution) and 11.11(g)(2) 

(providing for the DRT routing option, in which an 

order is routed to an alternative trading system as 

instructed); Cboe BZX Exchange, Inc. (‘‘BZX’’) 

Rules 11.13(b)(3)(D) (providing for the DRT routing 

option, in which an order is routed to an alternative 

trading system as instructed) and 11.13(b)(3)(F) 

(defining the Directed ISO routing option, under 

which an ISO order would bypass the BZX system 

and be sent to a specified away trading center); 

Cboe BYX Exchange, Inc. (‘‘BYX’’) Rules 

11.13(b)(3)(D) (providing for the DRT routing 

option, in which an order is routed to an alternative 

trading system as instructed) and 11.13(b)(3)(F) 

(defining the Directed ISO routing option, under 

which an ISO order would bypass the BYX system 

and be sent to a specified away trading center). The 

Exchange also believes that the Directed Order 

would provide functionality similar to the C–LNK 

routing strategy formerly offered by EDGA, in 

which C–LNK orders bypassed EDGA’s local book 

and routed directly to a specified Single Dealer 

Platform destination. See Securities Exchange Act 

Release No. 82904 (March 20, 2018), 83 FR 12995 

(March 26, 2018) (SR–CboeEDGA–2018–004) 

(Notice of Filing and Immediate Effectiveness of a 

Proposed Rule Change To Expand an Offering 

Known a Cboe Connect To Provide Connectivity to 

Single-Dealer Platforms Connected to the 

Exchange’s Network and To Propose a Per Share 

Executed Fee for Such Service). 9The Exchange will also provide information 

regarding the ATS(s) to which a Directed Order may 

be designated to route by Trader Update. 

10 15 U.S.C. 78f(b). 

11 15 U.S.C. 78f(b)(5). 

12See notes 7 & 8, supra. 

13See note 8, supra. 

Because of the technology changes 

associated with this proposed rule 

change, the Exchange will announce the 

implementation date by Trader Update.9

Subject to effectiveness of this proposed 

rule change, the Exchange anticipates 

that the proposed change will be 

implemented in the second quarter of 

2022. 

2. Statutory Basis 

The proposed rule change is 

consistent with Section 6(b) of the 

Securities Exchange Act of 1934,10 in 

general, and furthers the objectives of 

Section 6(b)(5),11 in particular, because 

it is designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

facilitating transactions in securities, to 

remove impediments to, and perfect the 

mechanism of, a free and open market 

and a national market system and, in 

general, to protect investors and the 

public interest. 

The Exchange believes that the 

proposed rule change is designed to 

remove impediments to and perfect the 

mechanism of a free and open market 

and promote just and equitable 

principles of trade because the Directed 

Order would offer ETP Holders access to 

additional trading opportunities by 

permitting them to designate orders 

submitted to the Exchange to be routed 

directly to a specified ATS for 

execution. The Exchange further 

believes that the proposed change 

would remove impediments to and 

perfect the mechanism of a free and 

open market by offering ETP Holders 

the option to send orders that they wish 

to route to an alternate destination for 

execution through the Exchange, which 

would create efficiencies to the extent 

ETP Holders are able to leverage 

existing protocols and specifications. 

Finally, the Exchange notes that the 

proposed functionality is not novel, as 

both the Exchange and other exchanges 

offer their members functionality 

whereby an exchange routes orders on 

behalf of a member to a specified 

trading center without such order 

interacting with the exchange’s book.12

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange believes that the proposed 

rules governing Directed Orders would 

promote competition because they 

would provide for an order type on the 

Exchange that would facilitate 

additional trading opportunities for 

market participants. The Exchange 

further believes that the proposed rules 

would allow it to offer ETP Holders 

functionality similar to order types and 

routing options that exist on other 

equities exchanges, thereby enabling the 

Exchange to compete with such 

exchanges.13

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or up to 90 days (i) as the 

Commission may designate if it finds 

such longer period to be appropriate 

and publishes its reasons for so finding 

or (ii) as to which the self-regulatory 

organization consents, the Commission 

will: 

(A) By order approve or disapprove 

the proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSEARCA–2022–25 on the subject 

line. 

Paper Comments 

• Send paper comments in triplicate 

to: Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSEARCA–2022–25. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 


lotter on DSK11XQN23PROD with NOTICES1
28084 Federal Register / Vol. 87, No. 90 / Tuesday, May 10, 2022 / Notices 

14 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Under MSRB Rule D–15, on the term 

sophisticated municipal market professional, ‘‘[t]he 

term ‘sophisticated municipal market professional’ 

or ‘SMMP’ is generally defined by three essential 

requirements: the nature of the customer; a 

determination of sophistication by the broker, 

dealer or municipal securities dealer [ ]; and an 

affirmation by the customer; as specified [therein].’’ 

See MSRB Rule D–15. See also related discussion 

under Background and Purpose of the Institutional 

SMMP Amendment—Background on MSRB Rule D– 

15 and SMMP Affirmation Requirements near note 

37 infra. 

4 17 CFR 240.15l–1; see also Exchange Act 

Release No. 86031 (June 5, 2019), 84 FR 33318 (July 

12, 2019) (File No. S7–07–18) (‘‘Regulation Best 

Interest Adopting Release’’). 

5Consistent with MSRB Rule D–8, on the term 

bank dealer, the term ‘‘bank dealer’’ as used herein 

means ‘‘a municipal securities dealer which is a 

bank or a separately identifiable department or 

division of a bank as defined in rule G–1 of the 

Board.’’ Such references in this proposed rule shall 

be collectively to ‘‘Bank Dealers’’ or individually to 

a ‘‘Bank Dealer.’’ See also MSRB Rule D–11, on the 

term associated persons (indicating that the term 

bank dealer as used in MSRB rules shall generally 

refer to the associated persons of a bank dealer 

unless the context otherwise requires or a rule of 

the Board otherwise specifically provides). 

6The term ‘‘Institutional SMMP’’ is used here as 

defined below under the discussion Background 

and Purpose of the Institutional SMMP 

Amendment. The Institutional SMMP definition 

used herein would not encompass any natural 

person customers who qualify as ‘‘retail customers’’ 

under the definitions of Regulation Best Interest, 

such as certain natural persons with significant 

total assets, who might otherwise meet the status 

requirements of an SMMP. See note 20 infra and 

related discussion under Background and Purpose 

of the Institutional SMMP Amendment. 

7This one-year minimum timeframe is roughly 

equivalent to the timeframe provided by the 

Commission when it adopted Regulation Best 

Interest. See Regulation Best Interest Adopting 

Release, 84 FR at 33318, 33400 (setting an effective 

date of September 10, 2019 and a compliance date 

of June 30, 2020). 

8The term ‘‘Broker-Dealer’’ is used here as 

defined below under the following discussion 

Background on the Commission’s Regulation Best 

Interest. 

submissions should refer to File 

Number SR–NYSEARCA–2022–25 and 

should be submitted on or before May 

31, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–09956 Filed 5–9–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94850; File No. SR–MSRB– 

2022–02] 

Self-Regulatory Organizations; 

Municipal Securities Rulemaking 

Board; Notice of Filing of a Proposed 

Rule Change Consisting of 

Amendments to MSRB Rule G–19 

Regarding Regulation Best Interest for 

Certain Municipal Securities Activities 

of Bank Dealers and MSRB Rule G–48 

Regarding Quantitative Suitability for 

Institutional Sophisticated Municipal 

Market Professionals 

May 4, 2022. 

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

Securities Exchange Act of 1934 (‘‘Act’’ 

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

thereunder,2 notice is hereby given that 

on April 29, 2022, the Municipal 

Securities Rulemaking Board (‘‘MSRB or 

‘‘Board’’) filed with the Securities and 

Exchange Commission (‘‘SEC’’ or 

‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the MSRB. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The MSRB filed with the Commission 

a proposed rule change consisting of 

amendments to: (i) MSRB Rule G–19, on 

suitability of recommendations and 

transactions, and (ii) MSRB Rule G–48, 

on transactions with sophisticated 

municipal market professionals 

(‘‘SMMPs’’) 3 (collectively, the 

‘‘proposed rule change’’). The proposed 

rule change would align MSRB Rule G– 

19 to the Commission’s Rule 15l–1 

under the Exchange Act (‘‘Regulation 

Best Interest’’) 4 for certain municipal 

securities activities of bank dealers 5

(the ‘‘Best Interest Amendments’’). In 

addition, the proposed rule change 

would amend MSRB Rule G–48 to 

modify the quantitative suitability 

obligation of brokers, dealers, and 

municipal securities dealers 

(collectively, ‘‘dealers’’ and, 

individually, each a ‘‘dealer’’) by 

eliminating the quantitative suitability 

obligation for recommendations in 

circumstances where a dealer does not 

have actual control or de facto control 

over the account of an Institutional 

SMMP (the ‘‘Institutional SMMP 

Amendment’’).6

Subject to Commission approval, the 

respective compliance dates for the 

amendments to MSRB rules included in 

the proposed rule change will be 

announced in a regulatory notice 

published by the MSRB on its website 

within 30 days of the publication of the 

Commission’s approval order in the 

Federal Register. Such compliance date 

for the Best Interest Amendments will 

be no earlier than one year from the 

MSRB’s publication of the regulatory 

notice announcing it.7 Such compliance 

date for the Institutional SMMP 

Amendment will be no earlier than 30 

days from the MSRB’s publication of the 

regulatory notice announcing it. 

The text of the proposed rule change 

is available on the MSRB’s website at 

www.msrb.org/Rules-andInterpretations/SEC-Filings/2022- 

Filings.aspx, at the MSRB’s principal 

office, and at the Commission’s Public 

Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

MSRB included statements concerning 

the purpose of and basis for the 

proposed rule change and discussed any 

comments it received on the proposed 

rule change. The text of these statements 

may be examined at the places specified 

in Item IV below. The MSRB has 

prepared summaries, set forth in 

Sections A, B, and C below, of the most 

significant aspects of such statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The proposed rule change consists of 

the Best Interest Amendments to MSRB 

Rule G–19 and the proposed 

Institutional SMMP Amendment to 

MSRB Rule G–48 for the respective 

purposes further described below. 

Background and Purpose of the Best 

Interest Amendments 

The proposed Best Interest 

Amendments would amend MSRB Rule 

G–19 to extend the obligations of 

Regulation Best Interest to Bank Dealers 

when making recommendations to retail 

customers of municipal securities 

transactions or investment strategies 

involving municipal securities 

(collectively, ‘‘retail municipal 

recommendations’’ and, individually, 

each a ‘‘retail municipal 

recommendation’’). The Best Interest 

Amendments are intended to improve 

investor protection in the municipal 

securities market by ensuring that retail 

customers are afforded investor 

protections under Regulation Best 

Interest, regardless of whether a retail 

municipal recommendation received by 

a retail customer is made by a BrokerDealer or a Bank Dealer.8


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