Federal Register / Vol. 82, No. 163 / Thursday, August 24, 2017 / Notices 40199 

8 15 U.S.C. 78s(b)(3)(A)(iii). 

9 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6) requires a self-regulatory organization to give 

the Commission written notice of its intent to file 

the proposed rule change, along with a brief 

description and text of the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. The Exchange 

has satisfied this requirement. 

10 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Securities Exchange Act Release No. 81060 

(June 30, 2017) (the ‘‘Notice of Filing’’), 82 FR 

31644 (July 7, 2017). 

4See Letter to Secretary, Commission, from 

Michael Koffler, Eversheds Sutherland (US) LLP 

(‘‘Eversheds Sutherland’’), dated July 28, 2017 (the 

‘‘Eversheds Sutherland Letter’’); and, Letter to 

Secretary, Commission, from Robin Traxler, Esq., 

Vice President, Regulatory Affairs & Associate 

General Counsel, Financial Services Institute 

(‘‘FSI’’), dated July 28, 2017 (the ‘‘FSI Letter’’). 

5See Letter to Secretary, Commission, from 

Pamela K. Ellis, Associate General Counsel, MSRB, 

dated August 9, 2017 (the ‘‘MSRB Response 

Letter’’), available at https://www.sec.gov/ 

comments/sr-msrb-2017-04/msrb201704-2205630- 

160509.pdf. 

6 Id. In Amendment No. 1, the MSRB proposed to 

amend the proposed rule change to Rule G– 

21(e)(i)(A)(2)(c) to make a minor technical change 

to clarify that the proposed rule change to that 

provision would apply to an advertisement of a 

municipal fund security ‘‘that has an investment 

option that invests solely in a money market fund.’’ 

7See Notice of Filing and Amendment No. 1. 

8See Notice of Filing. 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A)(iii) of the Act 8 and 

subparagraph (f)(6) of Rule 19b–4 

thereunder.9

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is: (i) Necessary or appropriate in 

the public interest; (ii) for the protection 

of investors; or (iii) otherwise in 

furtherance of the purposes of the Act. 

If the Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

should be approved or 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– 

Phlx–2017–69 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–Phlx–2017–69. 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 Web site (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 Web site 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; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–Phlx– 

2017–69 and should be submitted on or 

before September 14, 2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Robert W. Errett, 

Deputy Secretary. 

[FR Doc. 2017–17906 Filed 8–23–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81432; File No. SR–MSRB– 

2017–04] 

Self-Regulatory Organizations; 

Municipal Securities Rulemaking 

Board; Notice of Filing of Amendment 

No. 1 and Order Granting Accelerated 

Approval of a Proposed Rule Change, 

as Modified by Amendment No. 1, 

Consisting of Proposed Amendments 

to MSRB Rule G–21(e), on Municipal 

Fund Security Product Advertisements 

August 18, 2017. 

I. Introduction 

On June 22, 2017, the Municipal 

Securities Rulemaking Board (the 

‘‘MSRB’’ or ‘‘Board’’) filed with the 

Securities and Exchange Commission 

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

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

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

19b–4 thereunder,2 a proposed rule 

change consisting of proposed 

amendments to MSRB Rule G–21(e), on 

municipal fund security product 

advertisements, to address important 

regulatory developments and to enhance 

investor protection in connection with 

municipal fund securities (the 

‘‘proposed rule change’’). The proposed 

rule change was published for comment 

in the Federal Register on July 7, 2017.3

The Commission received two 

comment letters on the proposed rule 

change.4 On August 9, 2017, the MSRB 

responded to those comments 5 and 

filed Amendment No. 1 to the proposed 

rule change (‘‘Amendment No. 1’’).6 The 

Commission is publishing this notice to 

solicit comments on Amendment No. 1 

to the proposed rule change from 

interested parties and is approving the 

proposed rule change, as modified by 

Amendment No. 1, on an accelerated 

basis. 

II. Description of Proposed Rule Change 

In the Notice of Filing and 

Amendment No. 1, the MSRB stated that 

the purpose of the proposed rule change 

is to reflect relevant regulatory 

developments; enhance the ‘‘out-of-state 

disclosure obligation’’ about the 

potential other benefits an investor may 

be provided by investing in a 529 

college savings plan offered by the home 

state of the investor or of the designated 

beneficiary; clarify that certain 

advertisements that contain 

performance data may include a 

hyperlink to a Web site that contains 

more recent performance data; and 

include several revisions that are 

designed to promote understanding of 

and compliance with the rule.7 The 

MSRB stated that the proposed rule 

change would amend Rule G–21(e) to 

reflect two regulatory developments— 

the SEC’s money market reforms and the 

formation of the Financial Industry 

Regulatory Authority, Inc. (‘‘FINRA’’).8

As further described by the MSRB in 

the Notice of Filing, Rule G– 

21(e)(i)(A)(2)(c) currently requires that a 

municipal fund security advertisement 


rmajette on DSKBCKNHB2PROD with NOTICES
40200 Federal Register / Vol. 82, No. 163 / Thursday, August 24, 2017 / Notices 

9See Notice of Filing. 

10 17 CFR 230.482(b)(4). 

11See Notice of Filing. 

12See Notice of Filing and Amendment No. 1. 

13See Notice of Filing. 

14 Id. 

15 Id. 

16 Id. 

17 Id. 

18 Id. 

19See Notice of Filing and Amendment No. 1. 

20See Notice of Filing. 

21 Id. 

22 Id. 

23 Id. 

24 Id. 

25 Id. 

26 Id. 

27 Id. 

28 Id. 

29 Id. 

of an investment option that the issuer 

holds out as having the characteristics 

of a money market fund include certain 

disclosures.9 The MSRB stated that 

Board designed those disclosures to 

protect investors by alerting them to the 

potential risks of investing in that 

investment option, and modeled the 

disclosures on the disclosures required 

for money market fund advertisements 

by SEC Rule 482(b)(4) 10 under the 

Securities Act of 1933, as amended (the 

‘‘1933 Act’’).11

The MSRB stated that the proposed 

rule change, as amended by 

Amendment No.1, would require that a 

municipal fund security advertisement 

of an investment option that invests 

solely in a money market fund include 

enhanced disclosure about the risks 

associated with investing in that 

investment option.12 The MSRB stated 

that the disclosures that would be 

required by the proposed rule change 

reflect the SEC’s money market 

reforms.13 The MSRB noted that the 

Board tailored the proposed disclosure 

for each of the three categories of money 

market funds in which a municipal fund 

security investment option could 

invest.14 According to the MSRB, those 

categories are: (i) Money market funds 

that are not government money market 

funds or retail money market funds with 

floating net asset values that may 

impose liquidity fees and that may 

temporarily suspend redemptions; (ii) 

money market funds that are 

government money market funds or 

retail money market funds that maintain 

stable net asset values that may impose 

liquidity fees or that may temporarily 

suspend redemptions; and (iii) money 

market funds that are government 

money market funds that maintain 

stable net asset values and that have 

elected not to impose liquidity fees or 

to temporarily suspend redemptions.15

The MSRB stated that the proposed rule 

change to Rule G–21(e)(i)(A)(2)(c) is 

substantially similar to the SEC’s 

amendments to SEC Rule 482(b)(4) 

under the 1933 Act, as modified to 

reflect the differences in the 

characteristics between municipal fund 

securities and money market funds. 

Specifically, the MSRB noted that an 

interest in a 529 college savings plan is 

an interest in an account (a ‘‘unit’’) and 

that the account, in turn, may invest in 

mutual funds such as a money market 

fund.16 The MSRB stated that, as a 

result, the proposed rule change, unlike 

SEC Rule 482(b)(4)’s disclosure for 

mutual funds, refers to an investment in 

an investment option and an investor 

only indirectly investing in a money 

market fund through an underlying 

mutual fund offered by an investment 

option.17 As discussed by the MSRB in 

the Notice of Filing, the proposed rule 

change does not refer to direct 

investments in a mutual fund.18

The MSRB stated that the current 

disclosure required by Rule G– 

21(e)(i)(A)(2)(c) alerts a 529 college 

savings plan investor that an investment 

option that that invests solely in a 

money market fund (i) is not insured or 

guaranteed by the Federal Deposit 

Insurance Corporation or any other 

government agency (unless such 

guarantee is provided by or on behalf of 

such issuer) and (ii) if the money market 

fund is held out as maintaining a stable 

net asset value, that although the issuer 

seeks to preserve the value of the 

investment at $1.00 per share or such 

other applicable fixed share price, it is 

possible to lose money by investing in 

the investment option.19 In addition to 

the current disclosure, the MSRB stated 

that the proposed rule change would 

require enhanced disclosure to alert the 

investor that, as applicable, the 

underlying mutual fund may impose a 

liquidity fee or suspend redemptions 

and that the investor should not expect 

the underlying fund sponsor to provide 

financial support to the underlying 

mutual fund.20

The proposed rule change also would 

update Rule G–21(e)(ii)(F) and Rule G– 

21(e)(vi) to substitute FINRA for 

references to the National Association of 

Securities Dealers, Inc. (‘‘NASD’’).21

The proposed rule change would, 

according to the MSRB, enhance the 

out-of-state disclosure required by Rule 

G–21(e)(i)(A)(2)(b).22 Under Rule G– 

21(e)(i)(A)(2)(b), certain advertisements 

for a 529 college savings plan must 

provide disclosure that an investor 

should consider, before investing, 

whether the investor’s or the designated 

beneficiary’s home state offers any state 

tax or other benefits that are only 

available for investment in such state’s 

529 college savings plan. The MSRB 

stated that proposed rule change 

would—to assist an investor’s 

understanding of what those other state 

benefits may include—require 

disclosure that those other state benefits 

may include financial aid, scholarship 

funds, and protection from creditors.23

The MSRB stated that the proposed 

rule change would provide two 

clarifications to the legend that must be 

provided in an advertisement of 

performance data by a municipal fund 

security.24 Current Rule G– 

21(e)(i)(A)(3)(a) requires that a 

municipal fund security’s advertisement 

of performance data include a legend 

that discloses that the performance data 

set forth in the advertisement represents 

past performance; that past performance 

does not guarantee future results; that 

the investment return and the value of 

the investment will fluctuate so that an 

investor’s shares, when redeemed, may 

be worth more or less than their original 

cost; and that current performance may 

be lower or higher than the performance 

data included in the advertisement. The 

proposed rule change would, according 

to the MSRB, clarify that an investment 

option that invests in a government 

money market fund or a retail money 

market fund may omit the disclosure 

required by the legend about principal 

value fluctuation.25 The MSRB stated 

that its believes that clarification is 

consistent with SEC Rule 482(b)(3) 

under the 1933 Act that permits 

government money market funds and 

retail money market funds to omit that 

disclosure.26 In addition, the MSRB 

stated that the proposed rule change 

would clarify that the advertisement 

may provide a hyperlink to the Web site 

where the investor may obtain total 

return quotations current to most recent 

month end for which such total return 

information is available.27 The MSRB 

noted that the Board believes that the 

use of the hyperlink to a Web site will 

assist investors in obtaining more 

current performance data.28 The MSRB 

further stated that the use of a hyperlink 

to provide certain data is consistent 

with the rules of other financial 

regulators.29 Current Rule G– 

21(e)(i)(A)(3)(a) requires that the legend 

in a municipal fund security’s 

advertisement of performance data that 

is not current to the most recent month 

ended seven business days before the 

date of any use of the advertisement, 

also must disclose where the investor 

may obtain more current performance 

data. Current Rule G–21(e)(i)(A)(3)(a) 


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Federal Register / Vol. 82, No. 163 / Thursday, August 24, 2017 / Notices 40201 

30 Id. 

31 Id. 

32 Id. 

33 Id. 

34 17 CFR 230.482(b)(4). 

35See Notice of Filing. 

36See FSI Letter. 

37See Eversheds Sutherland Letter. 

38See MSRB Response Letter and Amendment 

No. 1. 

39See Eversheds Sutherland Letter. 

40 Id. 

41See MSRB Response Letter and Amendment 

No. 1. 

42 Id. 

43 15 U.S.C. 78o–4(b)(2); 78o–4(b)(2)(C) and 78o– 

4(b)(2)(G). 

44See 15U.S.C. 78o–4(b)(2). 

45See 15U.S.C. 78o–4(b)(2)(C). 

46See 15 U.S.C. 78o–4(b)(2). 

47See 15 U.S.C. 78o–4(b)(2)(C). 

also requires that the legend must 

include a toll-free number or a Web site 

where the investor may obtain that 

information. 

The MSRB stated the proposed rule 

change would make certain revisions to 

the provisions of Rule G–21(e) to assist 

the reader’s understanding of the 

disclosure and to assist with a dealer’s 

compliance with the rule.30 The 

proposed rule change would amend 

Rule G–21(e) to use terms more 

commonly used with municipal fund 

securities and that are used with the 

MSRB’s other rules applicable to 

municipal fund securities (e.g., the term 

‘‘investment option’’), such as MSRB 

Rule G–45, on reporting of information 

on municipal fund securities.31 The 

proposed rule change also would amend 

Rule G–21(e)(i)(A)(2)(c) and Rule G– 

21(e)(i)(A)(3)(c) to clarify that a 

municipal fund security offers 

investment options and that those 

investment options, in turn, may invest 

in mutual funds.32 Proposed paragraph 

.01 of the Supplementary Material 

would clarify that the term ‘‘investment 

option’’ shall have the same meaning as 

defined in Rule G–45(d)(vi).33 Proposed 

paragraph .02 of the Supplementary 

Material would clarify that under Rule 

G–21(e)(i)(A)(2)(c), a dealer may omit 

the last sentence of the required 

disclosure if that disclosure is not 

applicable to the underlying fund 

according to SEC Rule 482(b)(4) under 

the 1933 Act.34 The proposed rule 

change also would amend Rule G– 

21(e)(i)(A)(3)(a) to clarify that an 

investor receives units in the municipal 

fund security.35

III. Summary of Comments Received 

and MSRB’s Responses to Comments 

As noted previously, the Commission 

received two comment letters on the 

proposed rule change, as well as the 

MSRB Response Letter and Amendment 

No. 1. FSI supported the proposed rule 

change,36 and Eversheds Sutherland 

suggested a minor technical revision.37

The MSRB stated that it believes the 

proposed rule change is consistent with 

its statutory mandate and has responded 

to the comments, as discussed below.38

Eversheds Sutherland suggested that 

the MSRB make a minor technical 

change to clarify that the proposed rule 

change to Rule G–21(e)(i)(A)(2)(c) would 

apply to an advertisement of a 

municipal fund security ‘‘that has an 

investment option that invests solely in 

a money market fund.’’ 39 Eversheds 

Sutherland stated that the suggested 

revision was necessary for purposes of 

accuracy and internal consistency.40

The MSRB stated that it agreed with 

Eversheds Sutherland.41 In response to 

the comment from Eversheds 

Sutherland, the MSRB proposed, in 

Amendment No. 1, to amend the 

proposed rule change to clarify that the 

amendments to Rule G–21(e)(i)(A)(2)(c) 

would apply to an advertisement of a 

municipal fund security ‘‘that has an 

investment option that invests solely in 

a money market fund.’’ 42

IV. Discussion and Commission 

Findings 

The Commission has carefully 

considered the proposed rule change, 

the comment letters received, the MSRB 

Response Letter, and Amendment No. 1. 

The Commission finds that the 

proposed rule change, as modified by 

Amendment No. 1, is consistent with 

the requirements of the Act and the 

rules and regulations thereunder 

applicable to the MSRB. 

In particular, the proposed rule 

change, as modified by Amendment No. 

1, is consistent with Sections 15B(b)(2) 

and 15B(b)(2)(C) of the Act.43 Section 

15B(b)(2) of the Act requires the MSRB 

to adopt rules to effect the purposes of 

that title with respect to transactions in 

municipal securities effected by brokers, 

dealers, and municipal securities 

dealers and advice provided to or on 

behalf of municipal entities or obligated 

persons by brokers, dealers, municipal 

securities dealers, and municipal 

advisors with respect to municipal 

financial products, the issuance of 

municipal securities, and solicitations 

of municipal entities or obligated 

persons undertaken by brokers, dealers, 

municipal securities dealers, and 

municipal advisors.44 Section 

15B(b)(2)(C) of the Act requires that the 

MSRB’s rules be designed to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, to foster cooperation 

and coordination with persons engaged 

in regulating, clearing, settling, 

processing information with respect to, 

and facilitating transactions in 

municipal securities and municipal 

financial products, to remove 

impediments to and perfect the 

mechanism of a free and open market in 

municipal securities and municipal 

financial products, in general, to protect 

investors, municipal entities, obligated 

persons, and the public interest.45

The Commission believes that the 

proposed rule change, as modified by 

Amendment No. 1, is consistent with 

the provisions of Sections 15B(b)(2) 46

and 15B(b)(2)(C) 47 of the Act because it 

would update and modernize the 

MSRB’s municipal fund security 

product advertising rule applicable to 

dealers and would enhance certain 

disclosures required by the rule to 

reflect relevant regulatory 

developments. The Commission 

believes that those enhanced disclosures 

would protect investors by alerting 

investors about certain risks of investing 

in investment options that in turn invest 

in money market funds. Further, the 

Commission believes that the proposed 

rule change would protect investors by 

providing the investor with (i) enhanced 

out-of-state disclosure concerning the 

potential other benefits that may be 

offered by investing in the 529 college 

saving plan offered by the investor’s or 

the designated beneficiary’s home state 

and (ii) the ability to obtain more 

current performance information 

through the use of a hyperlink to a Web 

site. In addition, the Commission 

believes that by providing investors 

with enhanced disclosure, each investor 

will have more information to evaluate 

the municipal fund security 

advertisement, which in turn, would 

help prevent fraudulent acts and 

practices as well as promote just and 

equitable principles of trade. The 

Commission also believes that the 

enhanced disclosures would facilitate 

transactions in municipal fund 

securities by eliminating certain 

discordance between the disclosure 

required by Rule G–21(e) relating to 

investment options that invest in money 

market funds and the disclosure 

required by the advertising rules 

applicable to money market funds 

registered with the Commission. By so 

doing, the Commission believes that it 

would facilitate efficient and uniform 

examination and enforcement by the 

regulators that enforce the MSRB’s 

rules. 

In approving the proposed rule 

change, the Commission also has 

considered the impact of the proposed 

rule change, as modified by Amendment 


rmajette on DSKBCKNHB2PROD with NOTICES
40202 Federal Register / Vol. 82, No. 163 / Thursday, August 24, 2017 / Notices 

48 15 U.S.C. 78c(f). 49 15 U.S.C. 78s(b)(2). 

50 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 80683 

(May 16, 2017), 82 FR 23320 (‘‘Notice’’). 

4See Securities Exchange Act Release No. 81072, 

82 FR 31792 (July 10, 2017). 

5See Letters to Brent J. Fields, Secretary, 

Commission, from: (1) Donald K. Ross, Jr., 

Executive Chairman, PDQ Enterprise, LLC, dated 

June 6, 2017 (‘‘PDQ Letter’’); (2) Edward S. Knight, 

Executive Vice President and General Counsel, 

Nasdaq, Inc., dated June 12, 2017 (‘‘NASDAQ 

Letter’’); (3) Ray Ross, Chief Technology Officer, 

Clearpool Group, dated June 12, 2017 (‘‘Clearpool 

Letter’’); (4) Venu Palaparthi, SVP, Compliance, 

Regulatory and Government Affairs, Virtu 

Financial, dated June 12, 2017 (‘‘Virtu Letter’’); (5) 

Theodore R. Lazo, Managing Director and Associate 

General Counsel, SIFMA, dated June 13, 2017 

(‘‘SIFMA Letter’’); (6) Elizabeth K. King, General 

Counsel and Corporate Secretary, New York Stock 

Exchange, dated June 13, 2017 (‘‘NYSE Letter 1’’); 

No. 1, on efficiency, competition, and 

capital formation.48 The Commission 

does not believe that the proposed rule 

change will impose any burden on 

competition not necessary or 

appropriate in furtherance of the 

purposes of the Act. The Commission 

believes the proposed rule change 

would apply equally to all municipal 

fund securities dealers and may reduce 

inefficiencies and confusion for dealers 

by harmonizing MSRB rule 

requirements with comparable SEC 

requirements on advertising. The 

Commission believes that investors 

should benefit from better information 

in the form of more consistent and 

accurate advertising through updated 

requirements for certain municipal fund 

security advertisements, as investors 

generally value ease of comparison of 

different financial products. 

As noted above, the Commission 

received two comment letters on the 

filing. The Commission believes that the 

MSRB, through its responses and 

through Amendment No. 1, has 

addressed commenters’ concerns. 

For the reasons noted above, the 

Commission believes that the proposed 

rule change, as modified by Amendment 

No. 1, is consistent with the Act. 

V. Solicitation of Comments on 

Amendment No. 1 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether Amendment No. 1 to 

the proposed rule change is consistent 

with the Act. Comments may be 

submitted by any of the following 

methods: 

Electronic Comments 

• Use of the Commission’s Internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

MSRB–2017–04 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC 20549. 

All submissions should refer to File 

Number SR–MSRB–2017–04. 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 Web site (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 Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE., 

Washington, DC 20549 on official 

business days between the hours of 

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

filing also will be available for 

inspection and copying at the principal 

office of the MSRB. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–MSRB– 

2017–04 and should be submitted on or 

before September 14, 2017. 

VI. Accelerated Approval of Proposed 

Rule Change, as Modified by 

Amendment No. 1 

The Commission finds good cause for 

approving the proposed rule change, as 

amended by Amendment No. 1, prior to 

the 30th day after the date of 

publication of notice of Amendment No. 

1 in the Federal Register. As noted by 

the MSRB, Amendment No. 1 does not 

raise any significant issues with respect 

to the proposed rule change and only 

provides a minor technical change that 

clarifies that the proposed rule change 

to Rule G–21(e)(i)(A)(2)(c) would apply 

to an advertisement of a municipal fund 

security ‘‘that has an investment option 

that invests solely in a money market 

fund.’’ 

For the foregoing reasons, the 

Commission finds good cause for 

approving the proposed rule change, as 

modified by Amendment No. 1, on an 

accelerated basis, pursuant to Section 

19(b)(2) of the Act. 

VIII. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,49 that the 

proposed rule change, as modified by 

Amendment No. 1 (SR–MSRB–2017–04) 

be, and hereby is, approved on an 

accelerated basis. 

For the Commission, pursuant to delegated 

authority.50

Robert W. Errett, 

Deputy Secretary. 

[FR Doc. 2017–17905 Filed 8–23–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81437; File No. SR– 

BatsBZX–2017–34] 

Self-Regulatory Organizations; Bats 

BZX Exchange, Inc.; Order Instituting 

Proceedings To Determine Whether To 

Approve or Disapprove a Proposed 

Rule Change To Introduce Bats Market 

Close, a Closing Match Process for 

Non-BZX Listed Securities Under New 

Exchange Rule 11.28 

August 18, 2017. 

I. Introduction 

On May 5, 2017, Bats BZX Exchange, 

Inc. (the ‘‘Exchange’’ or ‘‘BZX’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’), 

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

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a 

proposed rule change to adopt Bats 

Market Close, a closing match process 

for non-BZX listed securities. The 

Commission published notice of filing 

of the proposed rule change in the 

Federal Register on May 22, 2017.3 On 

July 3, 2017, the Commission designated 

a longer period within which to approve 

the proposed rule change, disapprove 

the proposed rule change, or institute 

proceedings to determine whether the 

proposed rule change should be 

disapproved.4 As of August 16, 2017, 

the Commission has received forty-six 

comment letters on the Exchange’s 

proposed rule change, including a 

response from the Exchange.5 This order 


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