[Federal Register Volume 87, Number 176 (Tuesday, September 13, 2022)]
[Notices]
[Pages 56137-56145]
[FR Doc No: 2022-19678]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-95684; File No. SR-MSRB-2022-07]

Self-Regulatory Organizations; Municipal Securities Rulemaking
Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule
Change To Amend MSRB Rule G-3 Continuing Education Program Requirements
To Harmonize With Industry-Wide Transformation

September 7, 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 August 30, 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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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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 to
consisting of amendments to MSRB Rule G-3, on professional
qualification requirements, to (i) amend the MSRB's continuing
education (``CE'') program requirements for brokers, dealers, and
municipal securities dealers (collectively, ``dealers'') to align with
the Financial Industry Regulatory Authority's (``FINRA'') rule change
\3\ (``FINRA's CE rule amendment'') in furtherance of implementing the
recommendations of the Securities Industry/Regulatory Council on
Continuing Education (``CE Council'') \4\ and (ii) make technical
amendments to renumber certain rule provisions under MSRB Rule G-3
(collectively, the ``proposed rule change'').\5\ The proposed rule
change is specific to dealers' professional qualification obligations
under MSRB Rule G-3 and this proposed rule change does not modify
municipal advisors' continuing education obligations under the rule.
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    \3\ On September 21, 2021, the SEC approved FINRA's rule change
to, among other things, require that the Regulatory Element of CE be
completed annually rather than every three years and to provide a
path for individuals to maintain their qualification following the
termination of a registration by way of CE. See Exchange Act Release
No. 93097 (September 21, 2021), 86 FR 53358 (September 27, 2021)
(File No. SR-FINRA-2021-015) (Order Approving a Proposed Rule Change
to Amend FINRA Rules 1210 (Registration Requirements) and 1240
(Continuing Education Requirements), (available at https://www.finra.org/sites/default/files/2021-09/sr-finra-2021-015-approval-order.pdf). See also FINRA Regulatory Notice 21-41
(November 17, 2021) (available at https://www.finra.org/sites/default/files/2021-11/Regulatory-Notice-21-41.pdf).
    \4\ The CE Council is composed of 16 industry members and six
self-regulatory organization (SRO) members, including the MSRB.
Industry members generally serve four-year terms and represent a
cross-section of the industry. In collaboration with the CE Council,
the day-to-day operations of the CE Program is administered by
FINRA.
    \5\ The proposed rule change is based on the CE Council's
September 2019 recommendations to enhance the CE Program. See
``Recommended Enhancements for the Securities Industry Continuing
Education Program'' (available at http://cecouncil.org/media/266634/council-recommendations-final-.pdf).
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    The MSRB has designated the proposed rule change as constituting a
``non-controversial'' rule change under Section 19(b)(3)(A) \6\ of the
Act and Rule 19b-4(f)(6) \7\ thereunder, which renders the proposal
effective upon receipt of this filing by the Commission. The operative
date for the proposed rule change is September 30, 2022.
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    \6\ 15 U.S.C. 78s(b)(3)(A).
    \7\ 17 CFR 240.19b-4(f)(6).
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    The text of the proposed rule change is available on the MSRB's
website at www.msrb.org/Rules-and-Interpretations/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 MSRB is charged with setting professional qualification
standards for dealers and municipal advisors. Specifically, Section
15B(b)(2)(A) of the Act authorizes the MSRB to prescribe standards of
training, experience, competence, and such other qualifications as the
Board finds necessary or appropriate in the public interest or for the
protection of investors and municipal entities or obligated persons.\8\
Sections 15B(b)(2)(A)(i) \9\ and 15B(b)(2)(A)(iii) \10\ of the Act also
provide that the Board may appropriately classify associated persons of
dealers and municipal advisors and require persons in any such class to
pass tests prescribed by the Board. Accordingly, over the years, the
MSRB has adopted professional qualification standards to ensure that
associated persons of dealers and municipal advisors attain and
maintain specified levels of competence and knowledge for each
qualification category. The purpose of the proposed rule change is to
align certain obligations under MSRB Rule G-3 for dealers with
Commission approved amendments to FINRA Rules 1210, on registration
requirements, and 1240, on continuing education requirements in
furtherance of promoting regulatory consistency with respect to CE
program requirements. To that end, the MSRB is proposing to (i)
transition the Regulatory Element component of CE for dealers to an
annual requirement for each dealer qualification category; (ii) extend
the Firm Element component of CE for dealers to all registered persons
of dealers; (iii) permit maintenance of professional qualifications for
dealers after termination of registration; and (iv) make other
amendments that are technical in nature. As noted above, the proposed
rule filing is not proposing to modify continuing education
obligations, under the rule, for registered municipal advisors.\11\
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    \8\ See 15 U.S.C. 78o-4(b)(2)(A).
    \9\ See 15 U.S.C. 78o-4(b)(2)(A)(i).
    \10\ See 15 U.S.C. 78o-4(b)(2)(A)(iii).
    \11\ Municipal advisor principals and municipal advisor
representatives are not subject to Regulatory Element continuing
education requirements that are applicable to dealers under MSRB
Rule G-3(i)(i) and instead must satisfy separate continuing
education program requirements as specifically provided under MSRB
Rule G-3(i)(ii).

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Background
    In 1993, the Securities Industry Task Force on Continuing Education
(``task force'') \12\ was created to study and develop recommendations
regarding CE in the securities industry. The task force issued a report
calling for a formal, two-part CE program consisting of a (i)
Regulatory Element requiring securities industry professionals to
obtain periodic and uniform training in regulatory matters, and (ii)
Firm Element requiring firms to provide ongoing training to employees
to ensure they have up to date knowledge of the job function and
securities product-related subjects.
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    \12\ The task force included representatives from six SROs,
including the MSRB, and industry representatives.
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    On February 8, 1995, the SEC approved SRO rule changes based on the
task force's recommendations.\13\ In approving the SRO rule changes,
the SEC stated that these SROs may require their members, either
individually or as part of a group, to provide specific training in any
areas the SROs deem necessary.\14\ The SEC added that as the program
evolves, the SEC expects SROs to define educational standards for
products and services where heightened regulatory concerns exist.\15\
Since approval of the initial CE rules, SROs have amended their CE
rules as industry and market practices evolved.
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    \13\ See Exchange Act Release No. 35341 (February 8, 1995), 60
FR 8426 (February 14, 1995) (File No. SR-MSRB-94-17) (approving MSRB
Rule G-3(h), on continuing education requirements). The CE Council
was formed upon the recommendation from the task force and was
tasked with facilitating the development of uniform continuing
education requirements for the securities industry.
    \14\ Id.
    \15\ Id.
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    More recently, the CE Council proposed enhancements to the current
CE program requirements that sought to provide a path, through CE, for
individuals to step away from the securities industry for a period of
time and still maintain their qualification(s) following the
termination of registration. Additionally, the CE Council's suggestions
focused on the ability of firms to design effective and efficient Firm
Element training by eliminating redundancy with other industry training
requirements and providing opportunities for reciprocity with other
securities or related credentialing programs.\16\ With that, SROs
commenced a multi-year effort to advance the recommendations of the CE
Council in the form of an initiative to modernize the CE program
requirements (``CE program requirements'') for securities industry
professionals (``CE Transformation''). The modernization of CE program
requirements is meant to ensure that all registered persons receive
relevant content with respect to the Regulatory Element and Firm
Element components of CE, in a timely manner, in pursuance of enhanced
professionalization of the industry.
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    \16\ On September 6, 2018, the CE Council published
``Enhancements Under Consideration for the Securities Industry
Continuing Education Program,'' noting that providing timely,
effective training to registered persons is of the utmost
importance, given the increasing complexity of products and services
offered through the U.S. financial markets, and that training is a
critical factor in ensuring investor protection and preserving the
integrity of the U.S. capital markets. See Enhancements Under
Consideration for the Securities Industry Continuing Education
Program (available at ce-program-enhancements-final-.pdf
(cecouncil.org).
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    FINRA's rule change was by and large based on the CE Council's 2019
recommendations \17\ to enhance the CE program requirements and
reflects the extensive discussions with the CE Council, peer SROs, and
stakeholders. FINRA's proposed rule change included, among other
things, (i) transitioning the Regulatory Element component of CE to an
annual requirement for each of its registration categories; (ii)
recognizing other training requirements for the Firm Element component
of CE; (iii) expanding the Firm Element component of CE to extend to
all registered persons; and (iv) permitting eligible individuals to
maintain their professional qualification(s) after the termination of
employment with a FINRA member firms and consequently their
registrations, if certain conditions are met.
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    \17\ On September 12, 2019, the CE Council issued the following
recommendations: (i) transition to an annual Regulatory Element
requirement; (ii) develop Regulatory Element content relevant and
tailored to each registration category, using diverse instructional
formats; (iii) publish Regulatory Element learning topics in advance
each year; (iv) enhance FINRA system functionality to facilitate
compliance with the Regulatory Element; (v) recognize other training
requirements and credentialing programs for purposes of satisfying
the Firm Element; (vi) improve guidance and resources for firms for
conducting the Firm Element annual needs analysis and for training
planning; (vii) develop a content catalog firms may use to select or
supplement Firm Element content; (viii) consider rule changes that
would enable individuals who were previously registered to maintain
the qualification by participating in an annual continuing education
program. See Recommended Enhancements for the Securities Industry
Continuing Education Program (available at http://cecouncil.org/media/266634/council-recommendations-final-.pdf).
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    The process leading to FINRA's CE rule amendment began, in part, in
2018 when FINRA solicited comments on enhancements to CE program
requirements under consideration by the CE Council.\18\ Subsequently,
prior to filing the CE rule amendment with the Commission, FINRA
published Regulatory Notice 20-05, soliciting comments on its proposal
to amend its registration and CE rules, as described above, to
facilitate the implementation of the recommendations of the CE Council
regarding enhancements to the CE program requirements for securities
industry professionals.\19\
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    \18\ See Regulatory Notice 18-26 (FINRA Requests Comment on
Enhancements Under Consideration by the Securities Industry/
Regulatory Council on Continuing Education) (September 2018),
(available at https://www.finra.org/rules-guidance/notices/18-26).
FINRA received 22 comment letters in response to Regulatory Notice
18-26 (available at https://www.finra.org/rules-guidance/notices/18-26#comments).
    \19\ See Regulatory Notice 20-05 (FINRA Requests Comment on a
Proposal to Implement the Recommendations of the CE Council
Regarding Enhancements to the Continuing Education Program for
Securities Industry Professionals) (February 2020) (available at
https://www.finra.org/rules-guidance/notices/20-05). FINRA received
26 comment letters in response to Regulatory Notice 20-05 (available
at https://www.finra.org/rules-guidance/notices/20-05#comments).
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    On June 15, 2021, FINRA's CE rule amendment was filed with the SEC
and was published for comment in the Federal Register on June 24, 2021.
The SEC received nine comment letters in response to the proposal,\20\
which FINRA responded to on August 12, 2021.\21\ The SEC found that the
proposal was consistent with the requirements of the Exchange Act and
the rules and regulations thereunder and approved FINRA's CE rule
amendment.\22\

Thereafter, FINRA announced in Regulatory Notice 21-41 that its rule
amendment with respect to permitting eligible individuals to maintain
their professional qualification(s) after the termination of their
registrations, by way of the accompanying implementation of the
Maintaining Qualifications Program (``MQP''), and that the termination
of the Financial Services Affiliate Waiver Program (``FSAWP'') to new
participants would both become effective on March 15, 2022. FINRA's CE
rule amendment to transition the Regulatory Element component of CE to
an annual requirement for each of FINRA's registration categories, and
all other changes, will become effective on January 1, 2023.\23\
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    \20\ See Letters from Anonymous (``Anonymous Letter''), dated
July 1, 2021; Brian A. Egwele (``Egwele Letter''), dated July 2,
2021; Frederick T. Greene, Executive Vice President, Portfolio
Manager, Woodforest Wealth Strategies (``Woodforest Letter''), dated
July 12, 2021; James Rabenstine, Vice President, NFS Chief
Compliance Officer, Nationwide Office of the Chief Legal Officer
(``Nationwide Letter''), dated July 13, 2021; Kevin Zambrowicz,
Managing Director and Associate General Counsel, and Bernard V.
Canepa, Vice President and Assistant General Counsel, Securities
Industry and Financial Markets Association (``SIFMA Letter''), dated
July 14, 2021; Carrie L. Chelko, Chief Compliance Officer, Fidelity
Brokerage Services LLC, and Janet Dyer, Chief Compliance Officer,
National Financial Services LLC, John McGinty, Chief Compliance
Officer, Fidelity Distributors Company LLC and Digital Brokerage
Services LLC (``Fidelity Letter''), dated July 14, 2021; Lisa
Hopkins, President, North American Securities Administrators
Association, Inc. (``NASAA Letter''), dated July 14, 2021; Howard
Spindel, Senior Managing Director, and Peggy E. Chait, Managing
Director, Integrated Solutions (``Integrated Solutions Letter''),
dated July 14, 2021; John S. Watts, Senior Vice President and Chief
Counsel, PFS Investments Inc., (``PFS Letter'') dated July 15, 2021
(available at https://www.sec.gov/comments/sr-finra-2021-015/srfinra2021015.htm).
    \21\ See Letter from Afshin Atabaki, Special Advisor and
Associate General Counsel, Financial Industry Regulatory Authority.
(``FINRA Letter''), dated August 12, 2021.
    \22\ Specifically, the Commission found that the proposed rule
change was consistent with Section 15A(b)(6) of the Exchange Act, 15
U.S.C. 78o-3(b)(6), which requires, among other things, that FINRA
rules be designed to prevent fraudulent and manipulative acts and
practices, to promote just and equitable principles of trade, and,
in general, to protect investors and the public interest, and
Section 15(A)(g)(3) of the Exchange Act, 15 U.S.C. 78o-3(g)(3),
which authorizes FINRA to prescribe standards of training,
experience, and competence for persons associated with FINRA
members.
    \23\ See FINRA Regulatory Notice 21-41 (FINRA Amends Rules 1210
and 1240 to Enhance the Continuing Education Program for Securities
Industry Professionals) (November 2021) (available at https://www.finra.org/rules-guidance/notices/21-41).
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    The MSRB's proposed rule change reflects the MSRB's intention to
generally align the MSRB's CE program requirements with FINRA's CE rule
amendment to facilitate the implementation of recommendations by the CE
Council and for purposes of promoting regulatory consistency and
fostering cooperation between regulators.\24\ Provided below is a
detailed description of the proposed amendments to MSRB Rule G-3(i), on
CE requirements.
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    \24\ On September 6, 2018, the MSRB issued MSRB Notice 2018-21
(CE Council Requests Comment on Continuing Education Program
Considerations) (September 2018) (available at https://www.msrb.org/-/media/Files/Regulatory-Notices/RFCs/2018-21.ashx??n=1), with a
comment period deadline of November 5, 2018. The MSRB received one
comment letter in response to MSRB Notice 2018-21. See Letter from
Robert J. McCarthy, Director of Regulatory Policy, Wells Fargo
Advisors (``Wells Letter''), dated November 5, 2018 (available at
https://msrb.org/RFC/2018-21/WFA.pdf).
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Description of the Proposed Amendments to MSRB Rule G-3 To Facilitate
the Implementation of Recommendations by the CE Council and To Promote
Regulatory Consistency With FINRA's Rule Change

I. Transition the Regulatory Element Component of CE to an Annual
Requirement

A. Requirements

    MSRB Rule G-3(i)(i) prescribes requirements regarding CE of certain
registered persons subsequent to their initial qualification and
registration with a registered securities association with respect to a
person associated with a member of such association, or the appropriate
regulatory agency as defined in Section 3(a)(34) of the Act with
respect to a person associated with any other dealer (``the appropriate
enforcement authority'').
    Currently, MSRB Rule G-3(i)(i)(A)(1) provides that no dealer shall
permit any registered person to continue to, and no registered person
shall continue to, perform duties as a registered person, unless such
person has complied with the required provisions under subparagraph
(i)(i)(A). More specifically, each registered person must complete the
Regulatory Element component of CE on the occurrence of their second
registration anniversary date and every three years thereafter or as
otherwise prescribed by the Board. Additionally, on each occasion, the
Regulatory Element component of CE must be completed within 120 days
after the person's registration anniversary date.\25\ The content of
the Regulatory Element component of CE shall be determined by the Board
for each registration category of persons subject to the rule.
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    \25\ A person's initial registration date, also known as the
``base date,'' shall establish the cycle of anniversary dates for
purposes of this subparagraph (i)(i)(A).
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    Under amended FINRA Rule 1240(a), registered persons will be
required to complete the Regulatory Element component of CE annually
\26\ by December 31 of each calendar year of every year in which the
person remains registered rather than every three years. Specifically,
as approved, FINRA Rule 1240(a) requires registered persons to complete
the Regulatory Element component of CE for each representative or
principal registration category that such person holds. As approved,
firms will have the flexibility to require their registered persons to
complete the Regulatory Element component of CE sooner than December
31, allowing firms to coordinate the timing of the Regulatory Element
component of CE with other training requirements, including the Firm
Element component of CE.\27\
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    \26\ Generally, the amount of content required to be completed
on an annual basis will be comparable to the continuing education
content currently completed every three years, subject to the number
of registrations held. For example, persons who hold multiple
registrations may be required to complete more continuing education
content because such persons would be required to complete content
specific to each registration held.
    \27\ For example, a firm could require its registered persons to
complete both their Regulatory Element and Firm Element component of
continuing education by October 1 of each calendar year.
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    FINRA Rule 1240(a) also establishes that persons who would be
registering as a representative or principal for the first time on or
after the implementation date of FINRA's CE rule amendment would be
required to complete their initial Regulatory Element for that
registration category in the next calendar year following their
registration. In addition, subject to specified conditions, individuals
re-registering as a representative or principal on or after the
implementation date of FINRA's CE rule amendment would also be required
to complete their initial Regulatory Element for that registration
category in the next calendar year following their re-registration.
    In order to align with FINRA, the MSRB is proposing changes to MSRB
Rule G-3(i)(i)(A)(1) that would similarly require associated persons of
a dealer to complete the Regulatory Element component of CE annually by
December 31 of each calendar year.\28\ Municipal securities
representatives and municipal securities principals would be required
to complete Regulatory Element content appropriate to each
qualification held in order to satisfy CE program requirements.
Additionally, the MSRB notes it supports the flexibility provided to
firms in determining the date by which the Regulatory Element component
of CE must be completed by (i.e., at any time during the calendar year,
so long as it is completed by December 31 each year) and also believes
creating flexibility allows for better efficiency across the CE program
requirements. The proposed rule change would also set forth the time
frame by which the Regulatory Element component of CE must be
completed, after the implementation date of January 1, 2023, based on
whether such persons would be registering for the first time or re-
registering after the implementation date.
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    \28\ As aforementioned, the requirement to complete the
Regulatory Element on an annual basis would become effective on
January 1, 2023.
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B. Failure To Complete

    Currently, MSRB Rule G-3(i)(i)(A)(2), on failure to complete,
prescribes, unless otherwise determined by the Board, that any
registered persons who have not completed the Regulatory Element
component of CE within the required time frames will have their
registrations deemed inactive until such time as the requirements of
the program

have been satisfied.\29\ The rule also provides that a registration
that is inactive for a period of two years will be administratively
terminated; and subsequently, that the qualification requirements must
be satisfied prior to a person's registration being reactivated.\30\
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    \29\ And, more specifically, the current requirements states,
any person whose registration has been deemed inactive is required
to cease all activities as a registered person and is prohibited
from performing any duties and functioning in any capacity requiring
registration. Further, such persons may not receive any compensation
for transactions in municipal securities, however such person may
receive trails, residual commissions or like compensation resulting
from such transactions completed before the person's inactive
status, unless the dealer with which the person is associated has a
policy prohibiting such trails, residual commissions or like
compensation.
    \30\ The appropriate enforcement authority may, upon application
and a showing of good cause, allow for additional time for a
registered person to satisfy the program requirements.
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    FINRA Rule 1240(a)(2) also provides that individuals who fail to
complete their Regulatory Element component of CE within the prescribed
time frame would be designated as CE inactive. Further, FINRA Rule
1240(a)(2) preserves the ability for FINRA to extend the time frame by
which a registered person must complete the Regulatory Element
component of CE for good cause; however, the rule change establishes
the requirement for firms to make such request for an extension of time
by way of a written application with supporting documentation.\31\
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    \31\ See FINRA Rule 1240(c)(3).
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    The Commission also approved amendments to FINRA Rule 1240(a)(2) to
specify that: (i) persons who are designated as CE inactive would be
required to complete all of their pending and upcoming annual
Regulatory Element component of CE, including any annual Regulatory
Element that becomes due during such persons' CE inactive period, for
purposes of returning to an active status; \32\ and (ii) a registration
that is inactive for a period of two years, and thus administratively
terminated, is calculated from the date persons become CE inactive and
continues to run regardless of whether such persons terminate their
registrations.\33\
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    \32\ See FINRA Rule 1240(a)(2).
    \33\ Id.
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    The proposed rule change to amend MSRB Rule G-3(i)(i)(A)(2) would
adopt a similar provision to that of FINRA, requiring dealers to make a
request for an extension of time in writing and provide supporting
documentation. The MSRB believes the proposed rule change would further
regulatory consistency and foster the appropriate enforcement
authority's determination on whether to grant additional time to
complete the Regulatory Element component of CE.

C. Disciplinary Actions

    Currently, MSRB Rule G-3(i)(i)(A)(3), on disciplinary actions,
provides that, unless otherwise determined by the appropriate
enforcement authority, a registered person will be required to retake
the Regulatory Element and satisfy all of its requirements in instances
where a person becomes subject to a stated disciplinary action.\34\ The
retaking of the Regulatory Element must begin within 120 days of a
person becoming subject to a statutory disqualification or the
completion of an implemented sanction or disciplinary action becomes
final.
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    \34\ The specified disciplinary actions, under MSRB Rule G-
3(i)(i)(A)(3), include instances in which persons: (a) become
subject to any statutory disqualification as defined in Section
3(a)(39) of the Act; (b) become subject to suspension or to the
imposition of a fine of $5,000 or more for violation of any
provision of any securities law or regulation, or any agreement with
or rule or standard of conduct of any securities governmental
agency, securities self-regulatory organization, the appropriate
enforcement authority or as imposed by any such regulatory or self-
regulatory organization in connection with a disciplinary
proceeding; or (c) is ordered as a sanction in a disciplinary action
to retake the Regulatory Element by any securities governmental
agency, the appropriate enforcement authority or securities self-
regulatory organization.
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    FINRA Rule 1240(a)(3) provides that the requirements apply to a
covered person, other than a covered person designated as eligible for
a waiver under the FSAWP. Moreover, this provision provides that
persons who become subject to a significant disciplinary action may be
required to complete assigned CE content, including retaking the
Regulatory Element component of CE.\35\
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    \35\ See FINRA Rule 1240(a)(3).
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    The MSRB is proposing to amend MSRB Rule G-3(i)(i)(A)(3) to
expressly exempt Financial Services Industry Affiliate-eligible persons
(i.e., those individuals eligible for a waiver, pursuant to
Supplementary Material .04 of MSRB Rule G-3, from the requirements of
this provision).

D. Reassociation

    Currently, MSRB Rule G-3(i)(i)(A)(4), on reassociation, states that
any registered person who has terminated association with a dealer and
who becomes reassociated in a registered capacity with a dealer, within
two years, shall participate in the Regulatory Element at the required
intervals \36\ that apply based on such person's initial registration
anniversary date rather than the date of reassociation in a registered
capacity. Also, the rule requires former registered persons who become
reassociated with a dealer in a registered capacity after a two-year
period to satisfy CE program requirements in their entirety based on
the most recent registration date.
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    \36\ As aforementioned, the required intervals, pursuant to MSRB
Rule G-3(i)(i)(A)(1) are the second registration anniversary and
every three years, thereafter.
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    FINRA Rule 1240(a)(4) provides that persons who have not completed
the Regulatory Element component of CE for a registration category by
December 31 of each calendar year prior to re-registering, would not be
approved for registration for that category until the appropriate
qualification requirement is satisfied.\37\
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    \37\ Under approved amendments to FINRA Rule 1240(a)(4), a
person seeking registration who has not completed any Regulatory
Element content would be required to either (i) complete the
Regulatory Element component of continuing education; (ii) pass an
examination for the applicable registration category; or (iii)
obtain an unconditional examination waiver for the applicable
registration category, as applicable. See FINRA Rule 1240(a)(4).
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    The MSRB's proposed rule change would amend MSRB Rule G-
3(i)(i)(A)(4) to specify the CE requirements that must be satisfied in
order for individuals to have their re-registration approved by the
appropriate enforcement authority. More specifically, the proposed rule
change would require persons who are re-registering with the
appropriate examining authority to complete the Regulatory Element
component of CE for the registration category annually by December 31
of each calendar year. The MSRB's proposed rule change would also make
technical amendments, similar to approved changes to FINRA rules, to
add the phrase ``or registering'' to MSRB Rule G-3(i)(i)(A)(5) to
provide that the Regulatory Element requirements apply to individuals
who are registered or in the process of registering as a representative
or principal. MSRB proposed a second technical amendment to MSRB Rule
G-3(i)(i)(A)(6) to delete the phrase ``continuing education'' that
appears before the term ``Regulatory Element.''

II. Enhancements to the Firm Element Component of CE To Foster
Efficiencies

    Currently, MSRB Rule G-3(i)(i)(B), on Firm Element, requires that
dealers maintain a CE program for their covered registered persons \38\
to enhance such

persons' securities knowledge, skill and professionalism.\39\ The Firm
Element is a firm-administered training program that requires dealers
to annually conduct a needs analysis to evaluate and prioritize their
training needs. A needs analysis generally reflects a firm's assessment
of its unique training needs based on various factors, for example, the
firm size, organizational structure, business activities the firm and
its associated persons engage in, the level of industry experience the
firm's associated persons have and any changes to applicable rules or
regulations.\40\ Upon completion of a needs analysis, a dealer is
required to develop a written training plan, consistent with its
analysis of the training priorities identified. Additionally, dealers
must maintain records documenting the completion of the needs analysis,
the content of the training programs and completion of the training by
each of the firm's covered registered persons, in accordance with the
written training plan.\41\
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    \38\ Under MSRB Rule G-3(i)(i)(B)(2)(1), ``covered registered
persons'' is defined to mean any person(s) registered with a dealer
and qualified as a representative or principal in accordance with
MSRB Rule G-3 or as a general securities principal and who regularly
engages in or supervises municipal securities activities. Currently,
covered registered persons include only those registered persons who
have direct contact with customers in the conduct of a dealer's
securities sales, trading and investment banking activities, along
with their immediate supervisors. Dealers must determine as part of
their evaluation of training needs analysis which registered persons
are regularly engaged in such municipal securities activities and
therefore are required to participate in annual training.
    \39\ See Exchange Act Release No. 72705 (July 29, 2014), 79 FR
45529 (August 5, 2014) (File No. SR-MSRB-2014-05) (available at
https://www.msrb.org/~/media/Files/SEC-Filings/2014/MSRB-2014-05-
Federal-Register-
Approval.ashx?la=en&hash=5D9AC0B57D72F677B503E7FA7ACA3DE3).
    \40\ See MSRB Rule G-3(i)(i)(B)(2)(a).
    \41\ See MSRB Rule G-9(b)(viii)(C).
---------------------------------------------------------------------------

    The MSRB has supported a principles-based approach to compliance
with the Firm Element requirement and afforded dealers considerable
flexibility in developing the scope and content for their Firm Element,
subject to the enumerated minimum content requirements. A dealer's Firm
Element, as prescribed in MSRB Rule G-3(i)(i)(B)(2)(b), on minimum
standards for training programs, must address, with respect to
municipal securities products, services and strategies offered by the
dealer, at a minimum:
    (i) General investment features and associated risk factors;
    (ii) Suitability and sales practice considerations; and
    (iii) Applicable regulatory requirements.
    MSRB Rule G-3(i)(i)(B)(4) also provides that the appropriate
enforcement authority may require a dealer, individually or as part of
a larger group, to provide specific training to its covered persons in
such areas that the enforcement authority deems appropriate.

A. Persons Subject to Firm Element

    As mentioned above, MSRB Rule G-3(i)(i)(B), on Firm Element,
requires that dealers maintain a CE program for their covered
registered persons. Pursuant to MSRB Rule G-3(i)(i)(B)(1), ``covered
registered persons'' includes any person registered and qualified as a
representative or principal with a dealer in accordance with MSRB Rule
G-3 or as a general securities principal and who regularly engages in
or supervises municipal securities activities.
    Prior to its rule change, FINRA applied Firm Element requirements
to ``covered registered persons,'' who were defined to include any
registered person who had direct contact with a customer in the conduct
of their securities sales, trading and investment banking activities;
operations persons, research analysts and immediate supervisors of such
persons.\42\ FINRA deleted the reference to ``covered'' in its present
definition of registered persons, expanding the definition to be
inclusive of all registered persons, including any person permissively
registered as a representative or principal pursuant to FINRA Rule
1210.02, on permissive registrations.\43\ FINRA extended the definition
to help ensure that firms enhance the securities knowledge, skill and
professionalism of all registered persons. In addition, the expanded
definition is intended to ensure that firms provide all registered
persons with appropriate learning materials.\44\ FINRA's extension of
the definition to all registered persons also means that individuals
who maintain solely a permissive registration under FINRA Rule 1210.02
are also subject to Firm Element, thus aligning FINRA's Firm Element
requirement with other broadly-based training requirements such as
anti-money laundering (``AML'') and compliance meetings.\45\
---------------------------------------------------------------------------

    \42\ See FINRA Rule 1240(b)(1), as effective prior to January 1,
2023.
    \43\ See FINRA Rule 1240(b)(1). See also prior FINRA Rule
1240(a)(5) definition of ``Covered Person.'' Permissive
registrations as representatives or principals under Rule 1210.02
(Permissive Registrations) may be granted upon application or to
maintain the registration of individuals who are associated persons
of a FINRA member firm or individuals engaged in the investment
banking or securities business of a foreign securities affiliate or
subsidiary of a FINRA member. Individuals holding such permissive
registrations are subject to all FINRA rules relevant to their
activities.
    \44\ See Exchange Act Release No. 92183 (June 15, 2021), 86 FR
33427, 33430 (June 24, 2021) (File No. SR-FINRA-2021-015) (Proposed
Rule Change To Amend FINRA Rules 1210 (Registration Requirements)
and 1240 (Continuing Education Requirements) (available at: https://www.govinfo.gov/content/pkg/FR-2021-06-24/pdf/2021-13286.pdf).
    \45\ Id. FINRA stated in its filing that it would provide firms
with flexibility, consistent with their needs analysis, in
determining what types of training, including industry conferences,
may be applied to Firm Element. FINRA expects that firms will
provide Firm Element training that is more specific and relevant to
the day-to-day activities of registered persons, including their
roles, activities or responsibilities, as well as ethics and
professional responsibility.
---------------------------------------------------------------------------

    The MSRB is proposing to likewise extend Firm Element training
requirements to all registered persons; thereby deleting the specific
requirement for dealers to conduct annual municipal securities training
for registered representatives who regularly engage in, and municipal
securities principals who regularly supervise, municipal securities
activities. Accordingly, the proposed rule change would amend MSRB Rule
G-3(i)(i)(B)(1) to delete the term ``covered'' from the phrase
``covered registered persons'' and update all applicable cross
references under MSRB Rule G-3(i)(i)(B).
    As the MSRB has previously stated, from the inception of the rule,
the MSRB has intended for dealers to consider the scope of their
municipal securities activities and regulatory developments in
preparing their annual written training plan. Dealers are reminded that
in developing a written training plan, each dealer must take into
consideration the firm's size, organizational structure, scope of
business activities, as well as regulatory developments and the
performance of covered registered persons in the Regulatory Element.
    This broader and expanded definition aligns with FINRA's amended
definition of ``registered persons'' under FINRA Rule 1240(b)(1), on
persons subject to the Firm Element. Also consistent with FINRA, the
MSRB's proposed rule change would result in inclusion of individuals
who maintain solely a permissive registration, consistent with MSRB
Rule G-3 Supplementary Material .03 (Permissive Qualification), in Firm
Element training requirements. The MSRB believes that expansion of the
definition to include all registered persons, including individuals
subject to permissive registrations, in Firm Element training will
serve to ensure that all registered persons receive relevant and
comprehensive Firm Element training, increasing their knowledge and
understanding of applicable rules in furtherance of investor
protection.

B. Recognition of Other Outside Training and Credentialing Programs To
Satisfy Firm Element

    The MSRB does not currently have a rule that expressly provides for
the use of other training and credentialing programs to satisfy the
Firm Element requirements.
    FINRA's amended rules regarding the Firm Element are meant to
better align Firm Element requirements with other required training.
More specifically, as also noted above, FINRA's amendments to Rule
1240(b)(1), on persons subject to Firm Element, extends the Firm
Element requirements to all registered persons, including persons who
maintain solely a permissive registration consistent with FINRA Rule
1210.02, on permissive registrations, thereby further aligning the Firm
Element requirement with other broadly-based training requirements.\46\
Furthermore, FINRA's approved amendments modify its minimum training
criteria under Rule 1240(b)(2)(B) to, by and large, require that Firm
Element training must cover topics related to the role, activities or
responsibilities of the registered person, as well as ethics and
professional responsibility. Hence, FINRA is no longer prescribing
specific subject matters that must be addressed as part of the minimum
standards for Firm Element content.\47\ Additionally, FINRA Rule
1240(b)(2)(D), on participation in other required trainings, expressly
permits firms to consider training relating to the AML compliance
program and the annual compliance meeting towards satisfying a person's
annual Firm Element requirement.
---------------------------------------------------------------------------

    \46\ Consistent with MSRB requirements, FINRA's current Firm
Element requirements only apply to ``covered registered persons''
and not all registered persons, until January 1, 2023, when the new
Rule 1240(b)(1) definition of ``registered persons'' becomes
effective.
    \47\ FINRA's rule, prior to being amended, required, at a
minimum, in addition to ethics and professional responsibility that
firms' CE programs covered the following: general investment
features and associated risk factors; suitability and sales practice
considerations; and regulatory requirements related to securities
products, services and strategies.
---------------------------------------------------------------------------

    The MSRB's proposed rule change would amend MSRB Rule G-
3(i)(i)(B)(2)(b), on minimum standards for training programs, to
require dealers' training programs to, at a minimum, cover training
topics related to the role, activities or responsibilities of the
registered person, and professional responsibility, and would delete
reference to other specific subject matters specified in the rule. The
proposed rule change, consistent with amended FINRA requirements, would
also insert subparagraph (d) under MSRB Rule G-3(i)(i)(B)(2), thereby
allowing dealers to count their AML compliance program training \48\
towards satisfying registered persons' Firm Element requirement; and
would permit the annual compliance meeting, to the extent appropriate,
to satisfy Firm Element requirements for those persons associated with
a member of a registered securities association.
---------------------------------------------------------------------------

    \48\ Title III of the USA PATRIOT Act, also known as the
International Money Laundering Abatement and Anti-Terrorist
Financing Act of 2001 (``AML Act'') imposes certain obligations on
financial institutions and the dealer community. Section 352 of the
AML Act requires financial institutions to establish certain minimum
anti-money laundering standards and to develop and implement a
written anti-money laundering compliance program by April 24, 2002.
See 31 U.S.C. 5318(h) (amended by section 352 of the AML Act).
---------------------------------------------------------------------------

III. Facilitate Maintaining Qualifications Through Continuing Education
for Previously Registered Persons

A. Permit Previously Registered Persons To Maintain Qualification
Through Continuing Education

    FINRA's CE rule amendment added FINRA Rule 1240(c) and
Supplementary Material .01 and .02 to Rule 1240 to provide eligible
individuals who terminate any representative or principal registrations
with the option to maintain their qualification for such terminated
registrations by completing the required content in the proposed
continuing education program.\49\ The proposed continuing education
program content, for such persons who have terminated their
registration(s), would consist of a combination of Regulatory Element
and Firm Element content selected by FINRA and the CE Council.
---------------------------------------------------------------------------

    \49\ As approved, the rule changes include a look-back provision
that would, subject to specified conditions, allow persons who have
been registered as a representative or principal within two years
immediately prior to the implementation date, January 1, 2023, of
the proposed rule change to maintain their qualification by
completing the required CE program requirements. Additionally, as
addressed later within this filing, persons who have been FSAWP
participants immediately prior to the implementation date of the
proposed rule change would have the option to enter the proposed
continuing education program.
---------------------------------------------------------------------------

    FINRA's amended rule does not affect the two-year qualification
period--meaning eligible persons who would prefer not to participate in
the proposed continuing education program for those with terminated
registration(s) would continue to be subject to the current two-year
qualification period. Rather, the amended rule would provide such
persons an alternative means of keeping up with regulatory developments
and securities knowledge following the termination of their
registration(s). FINRA's rule changes generally align with other
professions in which persons are allowed to maintain their
qualifications through continuing education during a period of absence
from their careers, such as accountants and attorneys. FINRA
anticipates making enhancements to its systems to notify individuals of
their eligibility to participate in the proposed continuing education
program and also notify them of their annual continuing education
requirement if entered into the program.\50\
---------------------------------------------------------------------------

    \50\ See supra note 44.
---------------------------------------------------------------------------

    In order to maintain qualifications after terminating
registration(s), FINRA Rule 1240(c)(1)-(6) requires the following
conditions to be satisfied:
     persons must be registered in the terminated registration
category for at least one year immediately prior to the termination of
their registration; \51\
---------------------------------------------------------------------------

    \51\ In addition to the one-year requirement, persons cannot be
the subject of a statutory disqualification, as defined in Section
3(a)(39) of the Exchange Act, during the person's registration
period. See FINRA Rule 1240(c)(1).
---------------------------------------------------------------------------

     persons can elect to enter the proposed continuing
education program upon terminating their registration or within two
years from such termination of registration; \52\
---------------------------------------------------------------------------

    \52\ Persons who elect to participate at the later date, and not
upon terminating their registration(s), would be required to
complete any continuing education that becomes due between the time
of their Form U5 (Uniform Termination Notice for Securities Industry
Registration) submission and the date that they commence their
participation. See FINRA Rule 1240(c)(2).
---------------------------------------------------------------------------

     persons would be required to complete annually by December
31 all prescribed continuing education, but may seek an extension of
time for good cause; \53\
---------------------------------------------------------------------------

    \53\ See FINRA Rule 1240(c)(3).
---------------------------------------------------------------------------

     persons would have a maximum of five years in which to re-
register with a FINRA member firm and would be required to satisfy all
other requirements relating to the registration process; \54\
---------------------------------------------------------------------------

    \54\ Pursuant to FINRA Rule 1240(c), persons that avail
themselves of the proposed continuing education program in order to
maintain their qualifications after terminating their
registration(s), can re-gain eligibility to participate in the
program, so long as such persons re-register with a firm for a
period of at least one year, provided they satisfy the other
participation conditions and limitations. See FINRA Rule 1240(c)(3).
---------------------------------------------------------------------------

     persons who have been CE inactive for two consecutive
years, or who become CE inactive for two consecutive years during their
participation, would not be eligible to participate or continue; \55\
and
---------------------------------------------------------------------------

    \55\ See FINRA Rule 1240(c)(4) and (5).
---------------------------------------------------------------------------

     persons who are subject to a statutory disqualification,
or who become subject to a statutory disqualification following the

termination of their registration or during their participation in the
continuing education program would not be eligible to participate or
continue.\56\
---------------------------------------------------------------------------

    \56\ See FINRA Rule 1240(c)(6).
---------------------------------------------------------------------------

    Finally, FINRA's rule change made conforming amendments to Rule
1210, on registration requirements.
    As aforementioned, under current MSRB rules a person whose
registration(s) as a representative or principal has been terminated
for two or more years does not have a path to maintain qualifications
and must requalify by taking and passing the applicable examination(s)
or by obtaining a waiver of such requirements. More specifically, the
MSRB does not have a mechanism in place for persons to maintain their
qualification(s) after the expiration of two years since the date of
termination of any registration(s). The proposed rule change would
adopt MSRB Rule G-3(i)(i)(C) to provide a mechanism for persons who
have terminated their registration(s) to maintain their qualifications
\57\ by participating in the continuing education program administered
by FINRA, subject to the specified conditions having been met.\58\
---------------------------------------------------------------------------

    \57\ As previously mentioned, the proposed rule change is
specific to dealers' professional qualification obligations under
MSRB Rule G-3 and the MSRB is not proposing to modify municipal
advisors' obligations under the Rule.
    \58\ More specifically, the proposed rule change would provide
those persons who have terminated their registration(s) would be
permitted to maintain their qualification(s) beyond the current two-
year timeframe for up to five years by satisfying annual CE
requirements, if such a person: (i) was registered in the terminated
registration category for at least one year immediately prior to the
termination of his/her registration; (ii) elects to enter the
proposed continuing education program upon terminating their
registration or within two years from such termination of
registration; (iii) completes the prescribed continuing education
annually by December 31st; (iv) re-registers with a FINRA member
firm and would be required to satisfy all other requirements
relating to the registration process; and (v) is not subject to a
statutory disqualification or becomes subject to a statutory
disqualification. Proposed MSRB Rule G-3(i)(i)(C) and the prescribed
eligibility requirements shall apply to any registered persons
associated with a member of a registered securities association at
the time of their termination from registration. For example, an
associated person of a member of a registered securities association
can associate with a bank dealer firm for the prescribed five-year
period and still maintain qualification by way of the new CE
Program.
---------------------------------------------------------------------------

    The ability for persons to maintain qualification(s) after
terminating their registration(s) with a firm is consistent with other
professions (e.g., law and accounting) and promotes the desired outcome
of preserving market knowledge and expertise by providing knowledgeable
professionals with the opportunity to re-enter the industry with
greater ease after stepping away for a period of time to address other
life issues. Retention of industry professionals who know and
understand securities laws, regulations and MSRB rules will protect
investors and serve the market. In addition, the proposed rule contains
rigorous continuing education standards that ensure that these persons
maintain up-to-date knowledge about securities laws, regulations and
MSRB rules, among other things, promoting investor protection and the
public interest.

IV. Facilitate Eligibility of Persons Enrolled in the Financial
Services Industry Affiliate Program To Transition to Proposed
Continuing Education Program

    Supplementary Material .01 of FINRA Rule 1240, states that a person
participating in the Financial Services Affiliate Waiver Program under
Rule 1210.09 immediately preceding the effective date of the proposed
rule change shall be eligible to participate in the continuing
education program under Rule 1240(c), on continuing education program,
for persons maintaining their qualification after the termination of a
registration, subject to certain conditions being met under paragraphs
(c)(3), (c)(5) and (c)(6).\59\ If such persons elect to participate in
the continuing education program, FINRA will adjust the time remaining
to participate by deducting from that period the amount of time that
has lapsed between the date that such persons terminated their
registration categories and the March 15, 2022 effective date of the
rule.
---------------------------------------------------------------------------

    \59\ Persons eligible for participation shall make their
election to participate in the maintaining qualification CE Program
by the March 15, 2022, effective date. Generally, the conditions
that must be satisfied include: the person completes annually by
December 31 of the calendar year; the person does not become subject
to a continuing education deficiency with respect to his or her
Regulatory Element, for two consecutive years; and the person does
not become subject to a statutory disqualification following the
termination of his or her registration category or while
participating in the CE program.
---------------------------------------------------------------------------

    Supplementary Material .04 of MSRB Rule G-3, similarly, contains an
exception to the present requalification by examination by granting a
waiver from the examination requirement for individuals who work for a
financial services industry affiliate of a dealer. Under current
Supplementary Material .04, such individuals can be designated as
FSAWP-eligible, if the eligibility requirements are met, which include:
(1) a requirement that such persons be registered as a representative
or principal for a total of five years within the most recent 10-year
period; (2) the waiver request is made within seven years of such
persons' initial designation; (3) persons continuously worked for a
financial services affiliate of a dealer since terminating association
with a dealer; (4) persons who completed the Regulatory Element portion
of CE consistent with Rule requirements based on such persons' most
recent registration status and on the same Regulatory Element cycle, if
they remained registered; and (5) such persons have no pending or
adverse regulatory matters or termination and have not otherwise been
subject to a statutory disqualification while working for a financial
services industry affiliate(s) of a dealer.
    Supplementary Material .04 of MSRB Rule G-3, would state that FINRA
is not accepting any new persons to enter its waiver program due to the
establishment of the new continuing education program, which allows
persons who have terminated their registration(s) to maintain their
qualifications, subject to meeting specified conditions, by completing
the requisite annual continuing education requirements.
2. Statutory Basis
    The MSRB believes that the proposed rule change is consistent with
the provisions of Section 15B(b)(2)(A) of the Act,\60\ which authorizes
the MSRB to prescribe standards of training, experience, competence,
and such other qualifications as the Board finds necessary or
appropriate in the public interest or for the protection of investors
and municipal entities or obligated persons; and Section 15B(b)(2)(C)
of the Act,\61\ which provides among other things, that the MSRB's
rules shall be designed to prevent fraudulent and manipulative acts and
practices, to promote just and equitable principles of trade, to foster
cooperation and coordination among regulators, [. . .] in general, to
protect investors, municipal entities, obligated persons, and the
public interest [. . .].
---------------------------------------------------------------------------

    \60\ 15 U.S.C. 78o-4(b)(2)(A).
    \61\ 15 U.S.C. 78o-4(b)(2)(C).
---------------------------------------------------------------------------

    Under Section 15B(b)(2)(A) of the Act,\62\ the proposed rule change
is necessary, appropriate and in the public interest because it
enhances investor protection through enhanced training standards for
municipal securities professionals, and also includes more efficient,
effective and flexible continuing education requirements for municipal
market professionals that will lead to better retention of
knowledgeable municipal securities

market professionals, enhancing and promoting investor protection and
the public interest.
---------------------------------------------------------------------------

    \62\ 15 U.S.C. 78o-4(b)(2)(A).
---------------------------------------------------------------------------

    In accordance with Section 15B(b)(2)(C) of the Act,\63\ the
proposed rule change would continue to prevent fraudulent and
manipulative acts by ensuring that municipal securities market
professionals meet operational competence, training, experience and
qualification standards, and such protections would not be diminished
by the proposed rule change. The proposed rule change would help
promote just and equitable principles of trade, and protect investors,
municipal entities, obligated persons and the public interest because
municipal securities professionals receiving Regulatory Element content
and just-in-time training on a more frequent basis will enhance
understanding of federal securities laws and regulations, and MSRB
rules. The proposed rule change would require that all registered
persons, rather than just covered registered persons, receive the Firm
Element component of CE; thereby ensuring that all individuals receive
core training pertaining to their firm's practices, changes in
municipal market practices, and other regulatory developments, which
furthers the prevention of manipulative acts and practices and
protection of investors, municipal entities, and the public interest.
---------------------------------------------------------------------------

    \63\ 15 U.S.C. 78o-4(b)(2)(C).
---------------------------------------------------------------------------

    In the same vein, by the proposed rule change expressly stating
that other outside required regulatory training and credentialing
programs can be used to satisfy the Firm Element component of CE,
municipal market professionals may receive more current, flexible,
comprehensive and effective training, enhancing the overall skill and
professionalism of municipal securities professionals, which advances
investor protection.
    Additionally, the proposed rule change would also remove burdens on
re-entry for certain previously registered municipal securities
professionals who terminated their registrations for more than two
years by enabling them to maintain their qualifications(s) by
participating in a rigorous, annual CE program, much like professionals
in other fields such as law and accounting. Specifically, the proposed
rule change would provide that such municipal securities professionals
stay abreast of rules and regulatory developments, promoting industry
retention of a deeper and broader pool of knowledgeable municipal
securities professionals, in support of the public interest.
    Lastly, aligning the proposed rule change with FINRA's amended CE
requirements fosters cooperation between regulators and allows for
regulatory consistency, which promotes investor protection and the
public interest.

B. Self-Regulatory Organization's Statement on Burden on Competition

    Section 15B(b)(2)(C) of the Act requires that MSRB rules be
designed not to impose any burden on competition not necessary or
appropriate in furtherance of the purposes of the Act.\64\ The MSRB
notes that its policy on economic analysis limits its applications
regarding rules for which the Board seeks immediate effectiveness.\65\
The proposed rule change reflects the MSRB's belief that its CE
requirements should be generally harmonized with FINRA's rule change
for purposes of regulatory consistency and efficiency; thereby reducing
potential dealer confusion, and that such changes do not attach
additional burdens on dealers. Moreover, the MSRB contends that the
proposed rule change would enhance municipal securities professionals'
knowledge and learning opportunities by ensuring that all registered
persons receive timely and relevant training, which would, in turn,
enhance compliance and investor protection. Further, the MSRB believes
that the proposed rule change would aid skilled industry professionals
in returning to the industry by reducing unnecessary impediments to
maintaining qualification(s). Finally, the proposed rule change would
be applied equally to all registered dealers. Therefore, the MSRB
believes, by aligning the CE requirements with those of FINRA, the
proposed rule change would not impose a burden on competition.
Accordingly, the MSRB does not believe the proposed rule change would
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Exchange Act.
---------------------------------------------------------------------------

    \64\ Id.
    \65\ The Board's ``Policy on the Use of Economic Analysis in
MSRB Rulemaking'' (``policy''), available at: https://msrb.org/Rules-and-Interpretations/Economic-Analysis-Policy.aspx, maintains
that proposed rule changes filed for immediate effectiveness under
Section 19(b)(3)(A) of the Exchange Act are not subject to the
policy. With such filings, the MSRB usually focuses its economic
analysis exclusively on the burden of competition to regulated
entities. However, the MSRB may include further analysis based upon
facts and circumstances if it believes that such analysis may inform
the rulemaking process.
---------------------------------------------------------------------------

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    The MSRB solicited comments on the CE Council's recommended
enhancements on September 6, 2018, with the comment deadline of
November 5, 2018.\66\ As noted above, one comment letter was received
from Wells Fargo Advisors (``WFA'').\67\ WFA generally supported the CE
Council's goals and recommendations, but recommended changes, discussed
below.
---------------------------------------------------------------------------

    \66\ See supra note 24.
    \67\ Id.
---------------------------------------------------------------------------

    WFA recommended maintaining the current Regulatory Element training
format and timing requirements for currently registered persons,
expressing concern that moving to an annual requirement that focuses on
rule changes would degrade the learning experience and also subject the
firm to added work and expense. WFA next recommended allowing firms to
customize Regulatory Element training based on registered persons'
specific registrations and job functions.
    As noted earlier, the MSRB believes that moving the Regulatory
Element to an annual requirement would provide municipal securities
professionals with more frequent, timely training that would enhance
their understanding of federal securities laws, regulations and MSRB
rules, enhancing their knowledge and compliance in furtherance of
investor protection.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    Because the foregoing proposed rule change does not: (i)
significantly affect the protection of investors or the public
interest; (ii) impose any significant 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) of the Act \68\ and Rule 19b-
4(f)(6) \69\ thereunder. 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 necessary or appropriate in the public interest, for the
protection of investors, or otherwise in furtherance of the purposes of
the Act.
---------------------------------------------------------------------------

    \68\ 15 U.S.C. 78s(b)(3)(A).
    \69\ 17 CFR 240.19b-4(f)(6).

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

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 [email protected]. Please
include File Number SR-MSRB-2022-07 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-2022-07. 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 MSRB. 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 submissions
should refer to File Number SR-MSRB-2022-07 and should be submitted on
or before October 4, 2022.

    For the Commission, pursuant to delegated authority.\70\
---------------------------------------------------------------------------

    \70\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-19678 Filed 9-12-22; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: March 11, 2008 (Volume 73, Number 48)]
[Rules and Regulations]
[Page 12884-12886]
[DOCID:fr11mr08-6]

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DEPARTMENT OF HOMELAND SECURITY

Coast Guard

33 CFR Part 117

[Docket No. USCG-2007-0078]
RIN 1625-AA09

Drawbridge Operation Regulation; Liberty Bayou, Slidell, LA

AGENCY: Coast Guard, DHS.

ACTION: Final rule.

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SUMMARY: The Coast Guard is changing the regulation governing the
operation of the State Route 433 (S433) Bridge across Liberty Bayou,
mile 2.0, at Slidell, St. Tammany Parish, Louisiana and cancelling the
test deviation presently in effect for this bridge. This change is
being made in order to reduce the hours of manned operation of the
bridge to make more efficient use of personnel and operating resources.

DATES: This rule is effective April 10, 2008. The test deviation, USCG-
2007-0081, published on November 15, 2007, under docket number CGD08-
07-032, (72 FR 64152) is cancelled as of April 10, 2008.

ADDRESSES: Comments and related materials received from the public, as
well as documents indicated in this preamble as being available in the
docket, are part of docket USCG-2007-0078, previously published under
docket number CGD08-06-010. The docket is available at http://
www.regulations.gov. This material is also available for inspection of
copying at two locations: The Docket Management Facility (M-30), U.S.
Department of Transportation, West Building Ground Floor, Room W12-140,
1200 New Jersey Avenue, SE., Washington, DC 20590, between 9 a.m. and 5
p.m., Monday through Friday, except Federal holidays and the office of
the Commander, Eighth Coast Guard District, Bridge Administration
Branch, 500 Poydras Street, Room 1313, New Orleans, LA 70130-3310
between 7 a.m. and 3 p.m., Monday through Friday, except Federal
holidays.

FOR FURTHER INFORMATION CONTACT: Phil Johnson, Bridge Administration
Branch, telephone<PHONE_NUMBER>. If you have questions on viewing or
submitting material to the docket, call Renee V. Wright, Program
Manager, Docket Operations, telephone<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION:

Regulatory Information

    On November 15, 2007, we published a supplemental notice of
proposed rulemaking (SNPRM) entitled ``Drawbridge Operation
Regulations; Liberty Bayou, Slidell, LA'' in the Federal Register, (72
FR 64177), USCG-2007-0078, previously published under docket number
CGD08-06-010. No public meeting was requested, and none was held.
    Concurrent with the publication of the SNPRM, a Test Deviation,
USCG-2007-0081, old docket number CGD08-07-032, was published on
November 15, 2007 entitled, ``Drawbridge Operation Regulations; Liberty
Bayou, Slidell, LA'' in the Federal Register, (72 FR 64152) to allow
the Louisiana Department of Transportation and Development to test the
proposed schedule and to obtain data and public comments. The Coast
Guard received no public comments from this SNPRM or the above
referenced Test Deviation. This deviation is being cancelled upon this
final rule going into effect because there have been no comments or
complaints, and the new operating schedule will be permanent upon
cancellation. This deviation from the operating regulations was
authorized under 33 CFR 117.35.

Background and Purpose

    On May 4, 2006, The Coast Guard published a Notice of Proposed
Rulemaking in the Federal Register (86 FR 26290), under docket number
CGD08-06-010. The proposed rule would have changed the notice required
for an opening from 12 hours to 4 hours. The Coast Guard did not
receive any comments as a result of the Notice of Proposed Rulemaking,
but a final rule was not published. Subsequently, the bridge owner
requested that the operating regulation for the bridge again be revised
so that the bridge will open on signal, except that from 7 p.m. to 7
a.m., the bridge will open on signal if at least 2 hours notice is
given.
    The Louisiana Department of Transportation and Development has
requested that the operating regulation of the S433 pontoon span bridge
be changed in order to make more efficient use of operating resources.
Currently, the draw of the S433 Bridge opens on signal except that from
9 p.m. to 5 a.m. the draw will open on signal if at least 12 hours
notice is given, as required by 33 CFR 117.469.
    Traffic counts indicate that an average of 6000 vehicles cross the
bridge daily and approximately 1025, or 17.1% of those, cross between
the hours of 7 p.m. and 7 a.m. Bridge tender logs for a three-month
period show that the bridge opened 540 times, or an average of 6 times
per day, to pass vessels. Of those vessel openings during the three-
month period, 56, or 10.2% of them, were between the hours of 7 p.m.
and 7 a.m. Most of the boats requesting openings are recreational
fishing vessels, recreational powerboats and sailboats that routinely
transit this waterway and are able to give advance notice.
    On November 24, 2006 a Coast Guard Bridge Permit was issued
approving the construction of a new swing span bridge

to be constructed to replace the existing pontoon span bridge. Upon
completion of construction, the new bridge will provide a vertical
clearance of 7.59 feet above the 2% flow line. While this vertical
clearance will accommodate many small recreational boats, larger
vessels will still require an opening of the draw for passage. The
schedule, placed into effect by this final rule, will be carried over
to this new bridge.

Discussion of Comments and Changes

    The Coast Guard did not receive any comments or responses to the
SNPRM or the test deviation.

Regulatory Evaluation

    This rule is not a ``significant regulatory action'' under section
3(f) of Executive Order 12866, Regulatory Planning and Review, and does
not require an assessment of potential costs and benefits under section
6(a)(3) of that Order. The Office of Management and Budget has not
reviewed it under that Order.
    We expect the economic impact of this rule to be so minimal that a
full Regulatory Evaluation is unnecessary. This conclusion is based on
the fact that all vessel traffic will still be able to transit through
the bridge between 7 p.m. and 7 a.m. after providing the two-hour
advance notice for bridge openings.

Small Entities

    Under the Regulatory Flexibility Act (5 U.S.C. 601-612), we have
considered whether this rule would have a significant economic impact
on a substantial number of small entities. The term ``small entities''
comprises small businesses, not-for-profit organizations that are
independently owned and operated and are not dominant in their fields,
and governmental jurisdictions with populations of less than 50,000.
    The Coast Guard certifies under 5 U.S.C. 605(b) that this rule will
not have a significant economic impact on a substantial number of small
entities. This rule will not significantly impact any small entities
because they are able to give notice prior to transiting through this
bridge and most vessel operators that require an opening are currently
providing advance notice.

Assistance for Small Entities

    Under section 213(a) of the Small Business Regulatory Enforcement
Fairness Act of 1996 (Pub. L. 104-121), we offered to assist small
entities in understanding the rule so that they could better evaluate
its effects on them and participate in the rulemaking process. The
Coast Guard provided contact information, so that small entities could
ask questions concerning this rule. No small entities contacted the
Coast Guard.
    Small businesses may send comments on the actions of Federal
employees who enforce, or otherwise determine compliance with, Federal
regulations to the Small Business and Agriculture Regulatory
Enforcement Ombudsman and the Regional Small Business Regulatory
Fairness Boards. The Ombudsman evaluates these actions annually and
rates each agency's responsiveness to small business. If you wish to
comment on actions by employees of the Coast Guard, call 1-888-REG-FAIR
(1-888-734-3247). The Coast Guard will not retaliate against small
entities that question or complain about this rule or any policy or
action of the Coast Guard.

Collection of Information

    This rule calls for no new collection of information under the
Paperwork Reduction Act of 1995 (44 U.S.C. 3501-3520).

Federalism

    A rule has implications for federalism under Executive Order 13132,
Federalism, if it has a substantial direct effect on State or local
governments and would either preempt State law or impose a substantial
direct cost of compliance on them. We have analyzed this rule under
that Order and have determined that it does not have implications for
federalism.

Unfunded Mandates Reform Act

    The Unfunded Mandates Reform Act of 1995 (2 U.S.C. 1531-1538)
requires Federal agencies to assess the effects of their discretionary
regulatory actions. In particular, the Act addresses actions that may
result in the expenditure by a State, local, or tribal government, in
the aggregate, or by the private sector of $100,000,000 or more in any
one year. Though this rule will not result in such expenditure, we do
discuss the effects of this rule elsewhere in this preamble.

Taking of Private Property

    This rule will not affect a taking of private property or otherwise
have taking implications under Executive Order 12630, Governmental
Actions and Interference with Constitutionally Protected Property
Rights.

Civil Justice Reform

    This rule meets applicable standards in sections 3(a) and 3(b)(2)
of Executive Order 12988, Civil Justice Reform, to minimize litigation,
eliminate ambiguity, and reduce burden.

Protection of Children

    We have analyzed this rule under Executive Order 13045, Protection
of Children from Environmental Health Risks and Safety Risks. This rule
is not an economically significant rule and would not create an
environmental risk to health or risk to safety that might
disproportionately affect children.

Indian Tribal Governments

    This rule does not have tribal implications under Executive Order
13175, Consultation and Coordination with Indian Tribal Governments,
because it does not have a substantial direct effect on one or more
Indian tribes, on the relationship between the Federal Government and
Indian tribes, or on the distribution of power and responsibilities
between the Federal Government and Indian tribes.

Energy Effects

    We have analyzed this rule under Executive Order 13211, Actions
Concerning Regulations That Significantly Affect Energy Supply,
Distribution, or Use. We have determined that it is not a ``significant
energy action'' under that order because it is not a ``significant
regulatory action'' under Executive Order 12866 and is not likely to
have a significant adverse effect on the supply, distribution, or use
of energy. The Administrator of the Office of Information and
Regulatory Affairs has not designated it as a significant energy
action. Therefore, it does not require a Statement of Energy Effects
under Executive Order 13211.

Technical Standards

    The National Technology Transfer and Advancement Act (NTTAA) (15
U.S.C. 272 note) directs agencies to use voluntary consensus standards
in their regulatory activities unless the agency provides Congress,
through the Office of Management and Budget, with an explanation of why
using these standards would be inconsistent with applicable law or
otherwise impractical. Voluntary consensus standards are technical
standards (e.g., specifications of materials, performance, design, or
operation; test methods; sampling procedures; and related management
systems practices) that are developed or adopted by voluntary consensus
standards bodies.
    This rule does not use technical standards. Therefore, we did not
consider the use of voluntary consensus standards.

Environment

    We have analyzed this rule under Commandant Instruction M16475.lD
which guides the Coast Guard in complying with the National
Environmental Policy Act of 1969 (NEPA)(42 U.S.C. 4321-4370f), and have
concluded that there are no factors in this case that would limit the
use of a categorical exclusion under section 2.B.2 of the Instruction
because this rule involves drawbridge regulations. Therefore, this rule
is categorically excluded, under figure 2-1, paragraph (32)(e) of the
Instruction, from further environmental documentation.

List of Subjects in 33 CFR Part 117

    Bridges.

Words of Issuance and Regulatory Text

0
For the reasons discussed in the preamble, the Coast Guard amends 33
CFR part 117 as follows:

PART 117--DRAWBRIDGE OPERATION REGULATIONS

0
1. The authority citation for part 117 continues to read as follows:

    Authority: 33 U.S.C. 499; 33 CFR 1.05-1; Department of Homeland
Security Delegation No. 0170.1.

0
2. Sec.  117.469 is revised to read as follows:

Sec.  117.469  Liberty Bayou.

    The draw of the S433 Bridge, mile 2.0, at Slidell, shall open on
signal, except that between 7 p.m. to 7 a.m., the draw shall open on
signal if at least two hours notice is given.

    Dated: February 27, 2008.
Joel R. Whitehead,
Rear Admiral, U.S. Coast Guard, Commander, Eighth Coast Guard District.
[FR Doc. E8-4816 Filed 3-10-08; 8:45 am]

BILLING CODE 4910-15-P


[Federal Register Volume 77, Number 2 (Wednesday, January 4, 2012)]
[Notices]
[Pages 273-274]
[FR Doc No: 2011-33675]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings 1

    Take notice that the Commission received the following electric
rate filings:

    Docket Numbers: ER10-1513-001.
    Applicants: Wolverine Power Supply Cooperative, Inc.
    Description: Market Power Update of Wolverine Power Supply
Cooperative, Inc.
    Filed Date: 12/21/11.
    Accession Number: 20111221-5251.
    Comments Due: 5 p.m. ET 2/21/12.

    Docket Numbers: ER10-2671-004; ER10-1543-003; ER10-1544-003; ER10-
2629-005; ER10-1549-003; ER10-2675-004.
    Applicants: Choctaw Generation Limited Partnership, Hot Spring
Power Company, LLC,GDF SUEZ Energy Marketing NA, Inc., IPA Trading,
LLC, Choctaw Gas Generation, LLC, FirstLight Power Resources
Management, L, ANP Funding I, LLC.
    Description: Triennial Market Power Update for the Southeast Region
of the GDF SUEZ Southeast MBR Sellers.
    Filed Date: 12/22/11.
    Accession Number: 20111222-5070.
    Comments Due: 5 p.m. ET 2/21/12.

    Docket Numbers: ER10-2895-003; ER11-2292-002; ER11-3942-001; ER11-
2293-002; ER10-2917-003; ER11-2294-002; ER10-2918-004; ER10-2920-003;
ER11-3941-001; ER10-2921-003; ER10-2922-003; ER10-3048-001; ER10-2966-
003.
    Applicants: Bear Swamp Power Company LLC, Brookfield Energy
Marketing Inc, Brookfield Energy Marketing LP, Brookfield Energy
Marketing US LLC, Brookfield Power Piney & Deep Creek LLC, Brookfield
Renewable Energy Marketing US LLC, Carr Street Generating Station,
L.P., Erie Boulevard Hydropower, L.P, Granite Reliable Power, LLC,
Great Lakes Hydro America, LLC, Hawks Nest Hydro LLC, Longview Fibre
Paper and Packaging, Inc., Rumford Falls Hydro LLC.
    Description: Notice of Non-Material Change in Status for Brookfield
Energy Marketing LP, et. al.
    Filed Date: 12/21/11.
    Accession Number: 20111221-5262.
    Comments Due: 5 p.m. ET 1/11/12.

    Docket Numbers: ER11-2741-002.
    Applicants: CPV Batesville, LLC.
    Description: Market Power Update of CPV Batesville, LLC.
    Filed Date: 12/21/11.
    Accession Number: 20111221-5255.
    Comments Due: 5 p.m. ET 2/21/12.

    Docket Numbers: ER11-3812-002.
    Applicants: LSP Energy Limited Partnership.
    Description: Market Power Update of LSP Energy Limited Partnership.
    Filed Date: 12/21/11.
    Accession Number: 20111221-5259.
    Comments Due: 5 p.m. ET 2/21/12.

    Docket Numbers: ER12-662-000.
    Applicants: Southern California Edison Company.
    Description: SGIA WDAT SERV AG SCE-SEPV 8 LLC SEPV 8 Project to be
effective 12/23/2011.
    Filed Date: 12/22/11.

    Accession Number: 20111222-5001.
    Comments Due: 5 p.m. ET 1/12/12.

    Docket Numbers: ER12-663-000
    Applicants: Southwest Power Pool, Inc.
    Description: Southwest Power Pool, Inc. Request for Waiver of
Tariff Provision and Expedited Treatment under ER12-663.
    Filed Date: 12/22/11.
    Accession Number: 20111222-5069.
    Comments Due: 5 p.m. ET 1/12/12.
    Take notice that the Commission received the following qualifying
facility filings:

    Docket Numbers: QF12-120-000.
    Applicants: The Coca-Cola Company.
    Description: Form 556--Notice of self-certification of qualifying
cogeneration facility status of The Coca-Cola Company.
    Filed Date: 12/21/2011.
    Accession Number: 20111221-5164.
    Comment Date: None Applicable.

    The filings are accessible in the Commission's eLibrary system by
clicking on the links or querying the docket number.
    Any person desiring to intervene or protest in any of the above
proceedings must file in accordance with Rules 211 and 214 of the
Commission's Regulations (18 CFR 385.211 and 385.214) on or before 5
p.m. Eastern time on the specified comment date. Protests may be
considered, but intervention is necessary to become a party to the
proceeding.
    eFiling is encouraged. More detailed information relating to filing
requirements, interventions, protests, service, and qualifying
facilities filings can be found at: http://www.ferc.gov/docs-filing/efiling/filing-req.pdf. For other information, call<PHONE_NUMBER>
(toll free). For TTY, call<PHONE_NUMBER>.

    Dated: December 22, 2011.
Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. 2011-33675 Filed 1-3-12; 8:45 am]
BILLING CODE 6717-01-P


P. S.  Here are some photos showing the contents of the package you that you will receive later this week, containing the 24,000 signatures from our petition, 240 handmade bees, a copy of the exact wording of the petition, and the letter that I have also sent to you via fax.