[Federal Register Volume 85, Number 209 (Wednesday, October 28, 2020)]
[Notices]
[Pages 68395-68400]
[FR Doc No: 2020-23795]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-90248; File No. SR-MSRB-2020-08]

Self-Regulatory Organizations; Municipal Securities Rulemaking
Board; Notice of Filing of a Proposed Rule Change To Amend MSRB Form G-
32

October 22, 2020.
    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 October 13, 2020 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.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

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 amend
MSRB Form G-32 to clarify that brokers, dealers, and municipal
securities dealers (collectively, ``dealers'' and, individually, each a
``dealer'') acting as underwriters in the primary offering of municipal
securities are obligated to manually complete three data fields on
amended Form G-32 when such fields are applicable to a primary offering
(the ``proposed rule change''). More specifically, the proposed rule
change would clarify the method of completing amended Form G-32 for the
following three data fields:
     Bank Qualified Flag--The proposed rule change would
clarify that the ``yes/no'' flag on amended Form G-32 would, when
applicable, need to be manually completed by an underwriter to indicate
whether a bank can deduct a portion of the interest cost of the carry
for the municipal securities, in accordance with the applicable
provisions of the code of the Internal Revenue Service (the ``BQ Data
Field'').
     Planned Amortization Class Bond (``PAC Bond'') Flag--The
proposed rule change would clarify that the ``yes/no'' flag on amended
Form G-32 would, when applicable, need to be manually completed to
indicate whether the offering is an asset-backed bond payable with a
fixed sinking fund schedule (the ``PAC Bond Data Field'').
     Put End Date Entry--The proposed rule change would clarify
that data fields on Form G-32 relating to whether the offering is
puttable would, when applicable, need to be manually completed to
indicate when a put end date is defined at the time of issuance (the
``Put Date Field'' and, collectively, with the BQ Data Field and the
PAC Bond Data Field, the ``Amended Manual Fields'').
    The proposed rule change is intended to clarify File No. SR-MSRB-
2019-07,\3\ a prior rule filing that the MSRB submitted to the SEC on
April 10, 2019 and that was subsequently approved by the SEC, as
amended, on June 27, 2019 (the ``Primary Offering Practices
Amendments'').\4\ Among other changes,\5\ the Primary Offering
Practices Amendments authorized updates to Form G-32 that will add the
BQ Data Field, the PAC Bond Data Field, the Put Date Field, as well as
the 63 other new data fields,\6\ upon their effective date of

March 31, 2021 (collectively, these 66 fields are hereinafter referred
to as the ``New Data Fields,'' and Form G-32 as modified with the New
Data Fields is hereinafter referred to as ``Amended Form G-32'').\7\
Consistent with the Primary Offering Practices Amendments, the proposed
rule change does not seek approval for the inclusion of the BQ Data
Field, the PAC Bond Data Field, and the Put Date Field on Amended Form
G-32, but more narrowly seeks to describe the precise method by which
underwriters must complete these previously approved fields.\8\
---------------------------------------------------------------------------

    \3\ File No. SR-MSRB-2019-07, available at http://msrb.org/~/
media/Files/SEC-Filings/2019/MSRB-2019-07-Refiled-2.ashx?.
    \4\ Exchange Act Release No. 86219 (June 27, 2019), 84 FR 31961
(July 3, 2019) (File No. SR-MSRB-2019-07) (the ``2019 SEC Approval
Notice''), available at http://www.msrb.org/~/media/Files/SEC-
Filings/2019/MSRB-2019-07-Fed-Reg-Approval.ashx?.
    \5\ The Primary Offering Practices Amendments not only
authorized amendments to Form G-32, but also authorized amendments
to the text of MSRB Rule G-11, on primary offering practices, and
MSRB Rule G-32, on disclosures in connection with primary offerings.
See MSRB Notice 2019-15, available at http://msrb.org/~/media/Files/
Regulatory-Notices/Announcements/2019-15.ashx??n=1.
    \6\ See, e.g., File No. SR-MSRB-2019-07, at p. 7 (``The proposed
rule change would add 57 data fields to Form G-32 to capture data
that an underwriter already is required to input into NIIDS, as
applicable, for NIIDS-eligible offerings.''). The other nine of the
New Data Fields (i.e., the Manual Fields (as hereinafter defined))
are unique to Form G-32 in that they cannot be populated from New
Issue Information Dissemination Service (``NIIDS'') fields, as
corresponding NIIDS fields do not exist. NIIDS is an automated,
electronic system that receives comprehensive new issue information
on a market-wide basis for the purposes of establishing depository
eligibility and immediately re-disseminating the information to
information vendors supplying formatted municipal securities
information for use in automated trade processing systems.
    \7\ See File No. SR-MSRB-2020-01 (April 13, 2020), at pp. 6-7
(extending the compliance date for Amended Form G-32 to March 31,
2021 from the first announced compliance date of November 30, 2020),
available at http://msrb.org/~/media/Files/SEC-Filings/2020/MSRB-
2020-01-Revised.ashx?; see also MSRB Notice 2019-21 (December 20,
2019) (setting an initial November 30, 2020 compliance date, which
was subsequently extended by File No. SR-MSRB-2020-01), available at
http://msrb.org/~/media/Files/Regulatory-Notices/Announcements/2019-
21.ashx??n=1.
    \8\ This clarification would only be applicable to NIIDS-
eligible offerings that are (1) bank qualified, (2) composed of PAC
Bonds, or (3) puttable by a certain date at the time of issuance. In
other words, underwriters of a NIIDS-eligible primary offering would
be required to manually complete the Amended Manual Fields on
Amended Form G-32 if and when applicable, and underwriters of non-
NIIDS-eligible offerings would not be required to complete any of
three Amended Manual Fields.
---------------------------------------------------------------------------

    The MSRB believes that the proposed rule change is necessary and
appropriate to more clearly define the compliance obligation of an
underwriter when completing one of the Amended Manual Fields on Amended
Form G-32, and, thereby, would promote greater regulatory transparency
in the municipal securities market, as further described below. If the
proposed rule change is approved,\9\ the MSRB intends to maintain the
existing compliance date for the New Data Fields of March 31, 2021 (the
``compliance date'').\10\
---------------------------------------------------------------------------

    \9\ As previously stated in the Primary Offering Practices
Amendments, the MSRB will make both Amended Form G-32, as well as
the updated EMMA Dataport Manual for Primary Market Submissions and
the Specifications for Primary Market Submissions Service documents
available to underwriters in advance of the compliance date. The
MSRB will announce the availability of Amended Form G-32 and the
updated manual and specification document by publishing a regulatory
notice.
    \10\ See footnote seven supra for citations and references
related to the March 31, 2021 compliance date.
---------------------------------------------------------------------------

    The text of the proposed rule change is available on the MSRB's
website at www.msrb.org/Rules-and-Interpretations/SEC-Fili_ngs/2020-Filings.aspx, at the MSRB's principal office, and at the Commission's
Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the MSRB included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The MSRB has prepared summaries, set forth in Sections
A, B, and C below, of the most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The proposed rule change is intended to put market participants on
notice that, when applicable, the Amended Manual Fields will not be
auto-populated on Amended Form G-32 with information input into the
NIIDS, and, as a result, must be manually completed.
Background
Overview of Form G-32 Information Submission
    Pursuant to Rule G-32, an ``underwriter'' \11\ in a primary
offering of municipal securities is required to electronically submit
certain primary offering disclosure documents and related information,
including the data elements set forth on Form G-32.\12\ This submission
is completed through the MSRB's Electronic Municipal Market Access
Dataport system (``EMMA Dataport'').\13\ An underwriter's submission of
Form G-32 in EMMA Dataport is commonly, but not always,\14\ preceded by
the underwriter's (1) procurement of CUSIP numbers from CUSIP Global
Services, (2) registration of the municipal securities for depository
eligibility with the Depository Trust and Clearing Corporation
(``DTCC''), and (3) submission of certain information about the
characteristics of the offering to NIIDS, all generally pursuant to
MSRB Rule G-34, on CUSIP numbers, new issue, and market information
requirements.\15\ As described in the Primary Offering Practices
Amendments and prior amendments approved in 2012,\16\ Form G-32
incorporates matching data fields relating to certain of the
information submitted to NIIDS and CUSIP Global Services and, thereby,
facilitates the MSRB's collection of market information utilized in
various rulemaking and transparency activities.
---------------------------------------------------------------------------

    \11\ Rule G-32(b)(vi)(B) requires the underwriter of a primary
offering of municipal securities to make certain submissions to the
MSRB by electronic completion of Form G-32 through EMMA Dataport.
Rule G-32(c)(xii) defines the term ``underwriter'' to mean ``a
broker, dealer or municipal securities dealer that is an underwriter
as defined in Securities Exchange Act Rule 15c2-12(f)(8), including
but not limited to a broker, dealer or municipal securities dealer
that acts as remarketing agent for a remarketing of municipal
securities that constitutes a primary offering.'' For purposes of
completing Form G-32, the term underwriter, as defined by reference
to Rule 15c2-12(f)(8), encompasses certain dealers acting as agents
in the private placements of municipal securities offerings. See
Exchange Act Release No. 26985 (June 28, 1989) (File No. S7-20-88),
54 FR 28799 (July 10, 1989), at 28809-28810 (discussing how the
definition of underwriter in the final Rule 15c2-12 differed from
the proposed definition in order to, ``. . . clarify that a broker,
dealer, or municipal securities dealer may be acting as an
underwriter, for purposes of [Rule 15c2-12], in connection with a
private offering.'' (emphasis added)). Dealers acting as placement
agents in the offering of municipal securities are reminded of their
obligations under MSRB rules, including the completion of Form G-32
pursuant to Rule G-32.
    \12\ See Rule G-32(b)(i)(A) (stating that, except as otherwise
noted, ``the underwriter of a primary offering of municipal
securities shall submit . . . Form G-32 information relating to the
offering in a timely and accurate manner . . .''); see also Rule G-
32(b)(vi)(B) (``All submissions of information required under [Rule
G-32] shall be made by means of Form G-32 submitted electronically
to EMMA in such format and manner, and including such items of
information provided at such times, as specified herein, in Form G-
32 and in the EMMA Dataport Manual.'').
    \13\ EMMA[supreg] is a registered trademark of the MSRB. EMMA
Dataport is the information utility through which submissions of
documents and related information are made to the MSRB and its
market transparency programs, like the EMMA website. Specific to
Form G-32, an underwriter or its designated agent may make
submissions through EMMA Dataport.
    \14\ For example, certain primary offerings of municipal
securities, such as non-NIIDS-eligible offerings, are not subject to
the CUSIP requirements of Rule G-34. See Rule G-34(a)(i).
    \15\ See, e.g., Rule G-34(a)(ii) regarding the application for
depository eligibility and dissemination of new issue information
and the exclusion of certain issues as set forth in that subsection.
    \16\ In 2012, the MSRB proposed and the SEC approved amendments
that integrated the submission of certain matching data elements to
NIIDS with Form G-32. See MSRB Notice 2012-64 (Dec. 24, 2012) and
related citations therein (describing how File No. SR-MSRB-2012-08
amended Rule G-32 to provide that an underwriter's obligation to
submit data about a new issue under that rule is fulfilled through
submission of such data through NIIDS).
---------------------------------------------------------------------------

Discussion of the Primary Offering Practices Amendments and Amended
Form G-32
    The Primary Offering Practices Amendments described each of the New
Data Fields as falling into one of two

categories: (1) Data fields that generally would be auto-populated with
information previously entered by an underwriter in NIIDS
(collectively, the ``Auto-Populated Fields'') \17\ and (2) data fields
that would be unique to Amended Form G-32 and, when applicable, would
need to be completed with manual data entry because they could not be
auto-populated with matching NIIDS information (collectively, the
``Manual Fields''). The filing identified 57 Auto-Populated Fields and
nine Manual Fields.\18\
---------------------------------------------------------------------------

    \17\ File No. SR-MSRB-2019-07, at p. 16 (``The [Primary Offering
Practices Amendments] would amend Form G-32 to include 57 additional
data fields that would be auto-populated with datapoints already
required to be input into NIIDS, as applicable, for NIIDS-eligible
offerings. As previously noted [therein], these data fields are
currently available to regulators and certain other industry
participants that have access to NIIDS. However, adding the data
fields to Form G-32 would ensure the MSRB's continued access to
important primary offering information, and enhance its ability to
oversee the accuracy and distribution of the information
provided.'').
    \18\ See File No. SR-MSRB-2019-07, at pp. 7-8 (``The [Primary
Offering Practices Amendments] would add 57 data fields to Form G-32
to capture data that an underwriter already is required to input
into NIIDS, as applicable, for NIIDS-eligible offerings. . . . In
addition to the data fields auto-populated by NIIDS submissions, the
[Primary Offering Practices Amendments] also would add nine data
fields to Form G-32 for manual completion by underwriters in NIIDS-
eligible offerings.'').
---------------------------------------------------------------------------

    The three Amended Manual Fields that are the subject of this
proposed rule change were originally categorized as part of the 57
Auto-Populated Fields, because the MSRB understood, at that time, that
there was a corresponding data field match in NIIDS that would allow
for the PAC Bond Data Field, the BQ Data Field, and the Put Date Field,
respectively, to be auto-populated in EMMA Dataport when applicable.
The MSRB now understands that, although DTCC's NIIDS system may allow
for an underwriter to input information corresponding to the Amended
Manual Fields, presently, this information is not data DTCC
disseminates to the MSRB's EMMA Dataport. Consequently, under the
current design of DTCC's system, the MSRB does not receive the
electronic inputs necessary to auto-populate these three fields on
Amended Form G-32.
Description of Underwriter's Obligation To Verify and Complete Amended
Form G-32
    The Primary Offering Practices Amendments did not amend the
existing obligation of an underwriter to complete Form G-32 in a timely
and accurate manner.\19\ The obligation is applicable to both the
Manual Fields as well as the Auto-Populated Fields.\20\ The Primary
Offering Practices Amendments relatedly addressed scenarios in which
the underwriter's ability to complete the Auto-Populated Fields of
Amended Form G-32 timely and accurately may be made more burdensome by
the unavailability of NIIDS data, erroneous auto-population, and
related circumstances.\21\ In this way, the Primary Offering Practices
Amendments require an underwriter to accurately and timely complete
each of the applicable data fields of Amended Form G-32 (including the
Amended Manual Fields), regardless of the lack of NIIDS auto-population
or other data auto-population errors. The proposed rule change does not
alter this obligation, but merely seeks to highlight its application in
light of the lack of auto-population of the Amended Manual Fields.\22\
---------------------------------------------------------------------------

    \19\ See Rule G-32(b)(i)(A) and Rule G-32(b)(vi)(C).
    \20\ See, e.g., File No. SR-MSRB-2019-07, at p. 6 (``. . . the
underwriter in primary offerings of municipal securities is
required, pursuant to Rule G-32, to submit electronically to the
EMMA Dataport, in a timely and accurate manner, certain primary
offering disclosure documents and related information, including the
data elements set forth on Form G-32.'')
    \21\ See id., at p. 7, n. 14 (``While the MSRB is currently not
aware of any reason NIIDS would become unavailable, the inability to
auto-populate information from NIIDS would not negate the
requirement that information be provided pursuant to MSRB Rule G-
32.'' (emphasis added)); see also id., p. 7, n. 13 (``While NIIDS
provides the system for submitting the information, its use does not
obviate the requirement that information submitted pursuant to Rule
G-34 be timely, comprehensive and accurate.'' (emphasis added)
(internal citation omitted)), and id., at pp. 6-7 (``Information
required to be included on Form G-32 and for which no corresponding
data element is available through NIIDS must be submitted manually
through the EMMA Dataport on Form G-32 (i.e., it would not be auto-
populated from NIIDS) pursuant to Rule G-32(b)(i)(A)(1)(a).''
(emphasis added) (internal citation omitted)).
    \22\ Although an underwriter would have an obligation to
manually complete the Amended Manual Fields on Amended Form G-32
consistent with these statements in the Primary Offering Practices
Amendments regardless of this proposed rule change, the MSRB
believes that the proposed rule change is warranted in this instance
to provide greater regulatory transparency to the market and,
particularly, to dealers who presently act, or may act in the
future, as underwriters.
---------------------------------------------------------------------------

Proposed Rule Change
    The SEC's approval of the Primary Offering Practices Amendments
authorized the MSRB to include the three Amended Manual Fields (i.e.,
the PAC Bond Data Field, the BQ Data Field, and the Put Date Field) on
Amended Form G-32.\23\ However, as previously noted, the Primary
Offering Practices Amendments described the Amended Manual Fields as
generally being ``auto-populated'' from the data an underwriter inputs
into NIIDS. The MSRB is filing the proposed rule change to clarify this
description. The MSRB anticipates that the lack of auto-population
could cause confusion among market participants, particularly in
instances where an underwriter has previously completed the NIIDS
submission (either directly in NIIDS or indirectly through a third-
party interface) and may believe there is no obligation to ensure
submission into EMMA Dataport.\24\ Consequently, the MSRB seeks to
mitigate potential confusion in advance of the compliance date and to
highlight the obligation of an underwriter to complete the applicable
fields on Amended Form G-32 in an accurate and timely manner,
regardless of whether an applicable field is properly auto-populated
from NIIDS or not.
---------------------------------------------------------------------------

    \23\ As a threshold matter, underwriters of non-NIIDS-eligible
offerings would not be required to complete the Amended Manual
Fields and underwriters of NIIDS-eligible offerings would only be
required to complete the Amended Manual Fields when applicable to a
particular primary offering of municipal securities.
    \24\ The MSRB believes this scenario is addressed by the Primary
Offering Practices Amendments, and the filing's discussion regarding
the unavailability of NIIDS. See supra Background--Description of
Underwriter's Obligation to Verify and Complete Amended Form G-32
(discussing that an underwriter's obligation to fully complete
Amended Form G-32 would not be ``obviated'' in instances where NIIDS
is unavailable or the Amended Form G-32 is otherwise auto-populated
with erroneous information). The obligation to provide complete and
accurate data remains the responsibility of a dealer even when the
dealer directly utilizes NIIDS or indirectly utilizes some other
vendor.
---------------------------------------------------------------------------

2. Statutory Basis
    The MSRB believes that the proposed rule change is consistent with
the provisions of Section 15B(b)(2)(C) of the Act,\25\ which provides
that the MSRB's rules shall:
---------------------------------------------------------------------------

    \25\ 15 U.S.C. 78o-4(b)(2)(C).

. . . be designed to prevent fraudulent and manipulative acts and
practices, to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged in
regulating, clearing, settling, processing information with respect
to, and facilitating transactions in municipal securities and
municipal financial products, to remove impediments to and perfect
the mechanism of a free and open market in municipal securities and
municipal financial products, and, in general, to protect investors,
---------------------------------------------------------------------------
municipal entities, obligated persons, and the public interest.

    The proposed rule change's clarification that underwriters are
obligated to manually complete the three Amended Manual Fields on
Amended Form G-32 would (1) promote just and equitable principles of
trade, (2) foster cooperation and coordination with persons engaged in
regulating and processing information

with respect to transactions in municipal securities and municipal
financial products, and (3) remove impediments to and perfect the
mechanism of a free and open market in municipal securities and
municipal financial products, by providing greater transparency and
certainty regarding the regulatory obligations of underwriters
completing Amended Form G-32.
    The proposed rule change would promote just and equitable
principles of trade by resolving potential regulatory ambiguities and
making clear that, when applicable to a primary offering, an
underwriter is effectively required to ensure that all applicable
fields are complete and accurate, which may require manually completing
these three fields on Amended Form G-32. In this way, the proposed rule
change's clarifications would broadly benefit any dealer who acts, or
may act, as an underwriter of a primary offering of municipal
securities.
    Similarly, the proposed rule change would also foster cooperation
and coordination with persons engaged in regulating and processing
information with respect to transactions in municipal securities and
municipal financial products. The MSRB believes that the benefits of
the proposed rule change will not only accrue to dealer firms, but also
to regulated-entity examiners, other regulators, and data vendors by
mitigating potential ambiguity and confusion. Just as it would be
beneficial to dealer firms to have a uniform clarified understanding of
the regulatory obligations associated with Amended Form G-32, the
proposed rule change would similarly benefit these other market
participants by ensuring that the data submitted for Amended Form G-32
is complete and accurate regardless of whether the dealer directly
interfaces with NIIDS or utilizes the interface of a third-party
vendor.
    Lastly, the MSRB believes that the proposed rule change would
remove impediments to and perfect the mechanism of a free and open
market in municipal securities and municipal financial products by
promoting the successful completion of Amended Form G-32 by
underwriters, which will allow the MSRB to more reliably collect
information through the Amended Manual Fields on Amended Form G-32.
Specifically, and as indicated in the Primary Offering Practices
Amendments,\26\ the need to clarify that an underwriter must manually
complete the Amended Manual Fields will result in more accurate
information reported to the MSRB. This collection of accurate
information would enhance the MSRB's regulatory transparency
initiatives and facilitate the MSRB's own usage of data, which the MSRB
believes helps remove impediments to and promote the mechanisms of a
free and open market.
---------------------------------------------------------------------------

    \26\ See File No. SR-MSRB-2019-07, at p. 26 and related
discussion (``Broadly speaking, the need for the two categories of
proposed additional data fields on Form G-32 arises from the fact
that the existing information not currently on Form G-32, but
proposed to be included, would enhance the MSRB's regulatory
transparency initiatives and facilitate the MSRB's own usage of
data.'').
---------------------------------------------------------------------------

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

    Section 15B(b)(2)(C) of the Exchange Act requires that MSRB rules
not be designed to impose any burden on competition not necessary or
appropriate in furtherance of the purposes of the Exchange Act.\27\ The
MSRB has considered the economic impact associated with the proposed
rule change, including a comparison to reasonable alternative
regulatory approaches, relative to the baseline.\28\ The MSRB does not
believe that 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.
---------------------------------------------------------------------------

    \27\ 15 U.S.C. 78o-4(b)(2)(C).
    \28\ See Policy on the Use of Economic Analysis in MSRB
Rulemaking, available at http://msrb.org/Rules-and-Interpretations/Economic-Analysis-Policy.aspx. In evaluating whether there was a
burden on competition, the Board was guided by its principles that
required the Board to consider costs and benefits of a rule change,
its impact on capital formation and the main reasonable alternative
regulatory approach.
---------------------------------------------------------------------------

    The proposed rule change would clarify that the three Amended
Manual Fields effectively must be manually entered on Amended Form G-
32. The Primary Offering Practices Amendments required the 57 Auto-
Populated Fields that could be auto-populated from NIIDS on Form G-32
as well as the submission of nine additional data fields not previously
in NIIDS on Form G-32, as applicable.\29\ The MSRB stated that the
proposed change to Rule G-32 and Form G-32 was needed to increase
regulatory transparency in the primary offering process and secondary
market trading, to ensure MSRB's continued access to important new
issue information, to address possible information asymmetry that
arises from certain market practices and to improve the overall
efficiency of the market. The MSRB continues to believe in the
necessity of collecting these data fields at the present.
---------------------------------------------------------------------------

    \29\ These nine fields consist of: Ability for minimum
denomination to change, additional syndicate managers, call
schedule, legal entity identifiers for credit enhancers and
obligated persons, name of municipal advisor, name of obligated
person, the dollar amount of CUSIP advance refunded, restrictions on
the issue and retail order period by CUSIP number.
---------------------------------------------------------------------------

    The proposed rule change is necessary because the Amended Manual
Fields are not being disseminated by DTCC's NIIDS service. While at the
time of the Primary Offering Practices Amendments, the MSRB believed
the fields were part of NIIDS, they were later verified as not being
processed by DTCC and therefore are not available for usage at this
time. Therefore, the proposed rule change would clarify that an
underwriter of a NIIDS-eligible primary offering of municipal
securities is obligated to manually complete the Amended Manual Fields
on Amended Form G-32, but only when such fields are applicable to the
new issue.\30\ The MSRB believes that the proposed rule change is
necessary to ensure that the MSRB would have reliable access to
important primary offering information. Without requiring the manual
completion of these fields on Amended Form G-32, the MSRB could not
fully achieve the benefits that were intended from the Primary Offering
Practices Amendments, including enhanced regulatory transparency and
the option to disseminate the information in the future, from being
fully realized.
---------------------------------------------------------------------------

    \30\ As described in the Primary Offering Practices Amendments,
except for the one data field that indicates the original minimum
denomination of the offering, an underwriter of a non-NIIDS-eligible
offering is exempt from the requirement to manually complete the
other 56 data fields on Amended Form G-32 that the underwriter
already is required to input into NIIDS. See, e.g., File No, SR-
MSRB-2019-07, at p. 8 (``For non-NIIDS- eligible offerings, the
underwriter would be required to manually complete the data field
that indicates the original minimum denomination of the
offering.''). In this way, the underwriter of a non-NIIDS-eligible
offering is exempt from the requirement to complete the Amended
Manual Fields. Nevertheless, of the nine data fields on Amended Form
G-32 that are not already input into NIIDS, it should also be noted
that such an underwriter of a non-NIIDS-eligible offering is
additionally required to manually complete the data fields on
Amended Form G-32 that indicate whether the minimum denomination for
the issue has the ability to change and whether the primary offering
is being made with restrictions. See id (``. . . underwriters in
non-NIIDS-eligible offerings would be required to manually complete
the data fields that provide a `yes/no' flag to indicate whether the
minimum denomination for the issue has the ability to change and the
`yes/no' flag to indicate if the primary offering is being made with
restrictions.'').
---------------------------------------------------------------------------

Benefits and Costs
    The MSRB evaluates the baseline for the benefits and costs analysis
to be the current state with the implementation of the 2019 Primary
Offering Practices Amendments.
    The information collected from these three fields would immediately
enhance regulatory transparency, facilitate the

MSRB's own usage of data, as well as help promote a more efficient
secondary market for municipal securities should the MSRB choose to
disseminate some or all of the information in the future. The proposed
rule change would clarify underwriters' responsibilities, reduce their
confusion, and ensure that the MSRB would have reliable access to vital
primary offering information now and in the future without depending on
third party data providers and utilities.
    In the context of this amendment, the relevant costs for
underwriters are those associated with manually providing information
on Amended Form G-32 for Amended Manual Fields that cannot be auto-
populated from NIIDS, including, among other things, updating their
policies, procedures, training, and supervisory systems to ensure the
Amended Manual Fields are so completed, as well as the time and expense
associated with completing these three fields when, respectively,
applicable to a primary offering of municipal securities. The
additional cost imposed on certain market participants to input
information manually onto Form G-32, when available, should be limited,
which may include, for example, additional time for data entry onto
MSRB's portal and to review information for accuracy. It is useful to
consider each of the below elements individually:
     BQ Data Field--The proposed rule change would clarify that
the ``yes/no'' flag on Amended Form G-32 would, when applicable, need
to be manually completed by an underwriter to indicate whether a bank
can deduct a portion of the interest cost of the carry for the position
in accordance with the applicable provisions of the code of the
Internal Revenue Service. The MSRB believes the costs associated with
manual completion on Amended Form G-32 would be negligible.
     PAC Bond Data Field--The proposed rule change would
clarify that the ``yes/no'' flag on Amended Form G-32 would, when
applicable, need to be manually completed by an underwriter to indicate
whether the offering is an asset-backed bond payable with a fixed
sinking fund schedule. The MSRB believes the costs associated with
manual entry on Amended Form G-32 would be negligible.
     Put Date Field--The proposed rule change would clarify
that data fields relating to whether the offering is puttable on Form
G-32 would, when applicable, need to be manually completed by an
underwriter to indicate when a put end date is defined at the time of
issuance. Therefore, the costs associated with providing this
information on Form G-32 primarily take the form of additional time
needed to complete Form G-32. The MSRB believes that the time required
to manually complete the information on Amended Form G-32 would not be
significant.
    In addition, the MSRB believes that the costs associated with the
proposed rule change are relatively minor, in that the three Amended
Manual Fields will be applicable to a relatively small fraction of the
overall number of primary offerings in the municipal securities market.
This should limit the actual burdens on underwriting firms of
completing the Amended Manual Fields on Amended Form G-32. Moreover,
given that firms are already updating policies and procedures related
to the Primary Offering Practices Amendments, the MSRB believes that
the costs of compliance associated with the proposed rule change can be
mitigated by incorporating such costs into existing compliance efforts
resulting from Amended Form G-32 and its New Data Fields.
    Altogether, the MSRB believes that the benefits of the proposed
rule change outweigh its costs, as underwriters and other market
participants will benefit from the increased transparency and certainty
regarding Amended Form G-32 and the MSRB regulatory efforts will
benefit from the collection of accurate data from the Amended Manual
Fields.\31\
---------------------------------------------------------------------------

    \31\ Consistent with the Primary Offering Practices Amendments,
the MSRB believes that the immediate increase in regulatory
transparency and enhanced quality control, along with the potential
long-term accrued benefits of disseminating the information, in the
future, would outweigh the burden imposed on underwriters. See File
No, SR-MSRB-2019-07, at p. 31.
---------------------------------------------------------------------------

Effect on Competition, Efficiency, and Capital Formation
    Since the proposed rule change would apply equally to all primary
offerings and associated underwriters, it should not impose a burden on
competition, efficiency, or capital formation. Moreover, since the
proposed rule change is intended to increase regulatory transparency
regarding the obligation of underwriters to manually complete the
Amended Manual Fields, it may increase the efficiency of underwriters
fulfilling their obligations under Rule G-32, as underwriters would be
on notice of the lack of auto-population for these three fields on
Amended Form G-32 and, thereby, avoid certain costs associated with
resolving a potentially ambiguous regulatory obligation. In this way,
the MSRB believes that underwriters are likely to avoid the potential
for regulatory misinterpretation and confusion, which promotes a fairer
and more efficient municipal securities market. The MSRB believes an
efficient market would improve capital formation.
Evaluation of Reasonable Alternatives
    The MSRB has considered one alternative to collect this information
from a third-party data vendor other than NIIDS, to the extent one
exists. However, this would require the MSRB to negotiate with the
third-party data vendor to obtain the information. In addition,
reliance on third-party vendors could limit the MSRB's flexibility and
latitude in its usage of the data, including potentially making the
data available to the market in the future, thus hindering the goal of
increased regulatory transparency.
    Similarly, the MSRB considered filing alternatives to the proposed
rule change that either eliminated the Amended Manual Fields from
Amended Form G-32 or made the Amended Manual Fields on Amended Form G-
32 optional. The MSRB decided the proposed rule change was superior to
these alternatives because such alternatives would eliminate the
benefit of the MSRB receiving this data. While such proposals would
eliminate many of the regulatory burdens associated with the proposed
rule change, the MSRB believes that the benefits of the proposed rule
change outweigh the costs associated with receiving accurate data from
an underwriter on whether a primary offering is bank qualified,
composed of PAC Bonds, or puttable by a certain date.\32\ Importantly,
given that NIIDS cannot be relied upon by the MSRB for accurate
information in the identification of such offerings, the MSRB believes
that the proposed rule change provides a unique source of reliable data
on such offerings and so is highly beneficial.
---------------------------------------------------------------------------

    \32\ The MSRB believes that such filing would not eliminate all
burdens on firms that act as underwriters, as, for example,
underwriting firms would have to amend their policies and procedures
in relation to such filings.
---------------------------------------------------------------------------

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

    The Board did not solicit nor receive written comments on the
proposed rule change's clarification that underwriters are obligated to
manually complete the

three Amended Manual Fields on amended Form G-32.\33\
---------------------------------------------------------------------------

    \33\ As previously noted, the proposed rule change seeks to
clarify amendments to Amended Form G-32, resulting from the
authorization and approval by the SEC of the MSRB's Primary Offering
Practices Amendments. Comments to the Primary Offering Practices
Amendments were previously summarized by the MSRB and can be found
in the rulemaking transcript associated with File No. SR-MSRB-2019-
07. See File No. SR-MSRB-2019-07, at p. 32; see also comment letter
from Margaret R. Blake, Associate General Counsel, MSRB (June 6,
2019) (summarizing and responding to comment letters to the Primary
Offering Practices Amendments) (the ``Blake Letter''), available at
https://www.sec.gov/comments/sr-msrb-2019-07/srmsrb201907-5639704-185629.pdf. As noted in the Blake Letter, ``[c]ommenters did not
raise concerns regarding the proposed addition of 57 data fields on
Form G-32 that would be auto-populated from NIIDS[,]'' but
commenters did express, ``. . . concern regarding the proposed
addition of the nine data fields for manual completion in NIIDS-
eligible offerings, noting that the addition of these fields would
create an additional burden on underwriters and introduce the risk
of error in data entry.'' Blake Letter, p. 5. In this way, the MSRB
believes comments to the Primary Offering Practices Amendments in
support of the inclusion of the three Amended Manual Fields on
Amended Form G-32 are not germane to the proposed rule change,
because, among other reasons, the proposed rule change raises novel
issues.
---------------------------------------------------------------------------

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

    Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period of up to 90 days (i) as
the Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove such proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please
include File Number SR-MSRB-2020-08 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-2020-08. 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-2020-08 and should be submitted on
or before November 18, 2020.

    For the Commission, pursuant to delegated authority.\34\
---------------------------------------------------------------------------

    \34\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-23795 Filed 10-27-20; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 83, Number 184 (Friday, September 21, 2018)]
[Notices]
[Pages 47953-47955]
[FR Doc No: 2018-20545]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84177; File No. SR-PEARL-2018-16]

Self-Regulatory Organizations; MIAX PEARL, LLC; Suspension of and
Order Instituting Proceedings To Determine Whether To Approve or
Disapprove a Proposed Rule Change To Amend the Fee Schedule Regarding
Connectivity Fees for Members and Non-Members

September 17, 2018.

I. Introduction

    On July 31, 2018, MIAX PEARL, LLC (``MIAX PEARL'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``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 (File Number SR-PEARL-2018-16) to amend the MIAX
PEARL fee schedule to increase certain connectivity fees. The proposed
rule change was immediately effective upon filing with the Commission
pursuant to Section 19(b)(3)(A) of the Act.\3\ The proposed rule change
was published for comment in the Federal Register on August 13,
2018.\4\ The Commission has received one comment letter on the
proposal.\5\ Under Section 19(b)(3)(C) of the Act,\6\ the Commission is
hereby: (i) Temporarily suspending the proposed rule change; and (ii)
instituting proceedings to determine whether to approve or disapprove
the proposed rule change.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ See Securities Exchange Act Release No. 83785 (August 7,
2018), 83 FR 40101 (``Notice'').
    \5\ See Letter from Tyler Gellasch, Executive Director, The
Healthy Markets Association, to Brent J. Fields, Secretary,
Commission, dated September 4, 2018 (``Healthy Markets Letter'').
    \6\ 15 U.S.C. 78s(b)(3)(C).
---------------------------------------------------------------------------

II. Description of the Proposed Rule Change

    The Exchange proposes to amend its fee schedule to increase its
monthly network connectivity fees. Specifically, the Exchange proposes
to increase the connectivity fee for connectivity to the Exchange's
primary/secondary facility from $1,100 to $1,400 for a 1 Gigabit
(``Gb'') connection, from $5,500 to $6,100 for a 10Gb connection, and
from $8,500 to $9,300 for a 10Gb ultra-low latency connection.\7\ In
addition, the Exchange proposes to increase the network connectivity
fees for connectivity to the Exchange's disaster recovery facility from
$500 to $550 for a 1Gb connection and from $2,500 to $2,750 for a 10Gb
connection.\8\
---------------------------------------------------------------------------

    \7\ See Notice, supra note 4 at 40102.
    \8\ See id.
---------------------------------------------------------------------------

III. Suspension of the Proposed Rule Change

    Pursuant to Section 19(b)(3)(C) of the Act,\9\ at any time within
60 days of the date of filing of a proposed rule change pursuant to
Section 19(b)(1) of the Act,\10\ the Commission summarily may
temporarily suspend the change in the rules of a self-regulatory
organization (``SRO'') 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.
As discussed below, the Commission believes a temporary suspension of
the proposed rule change is necessary and appropriate to allow for
additional analysis of the proposed rule change's consistency with the
Act and the rules thereunder.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78s(b)(3)(C).
    \10\ 15 U.S.C. 78s(b)(1).
---------------------------------------------------------------------------

    As noted above, the Commission received one comment letter on the
proposal.\11\ The commenter argues that the Exchange did not provide
sufficient information in its filing to support a finding that the
proposal is consistent with the Act.\12\ Specifically, the commenter
objects to the Exchange's reliance on the fees of other exchanges to
demonstrate that its fee increases are consistent with the Act. In
addition, the commenter argues that the Exchange did not offer any
details to support its basis for asserting that the proposed fee
increases are consistent with the Act.\13\ The Exchange has not
responded to the comment letter.
---------------------------------------------------------------------------

    \11\ See Healthy Markets Letter, supra note 5.
    \12\ See id. at 5.
    \13\ See id. at 6-7, 12.
---------------------------------------------------------------------------

    When exchanges file their proposed rule changes with the
Commission, including fee filings like the Exchange's present proposal,
they are required to provide a statement supporting the proposal's
basis under the Act and the rules and regulations thereunder applicable
to the exchange.\14\ The instructions to Form 19b-4, on which exchanges
file their proposed rule changes, specify that such statement ``should
be sufficiently detailed and specific to support a finding that the
proposed rule change is consistent with [those] requirements.'' \15\
---------------------------------------------------------------------------

    \14\ See 17 CFR 240.19b-4 (Item 3 entitled ``Self-Regulatory
Organization's Statement of the Purpose of, and Statutory Basis for,
the Proposed Rule Change'').
    \15\ Id.
---------------------------------------------------------------------------

    Among other things, exchange proposed rule changes are subject to
Section 6 of the Act, including Sections 6(b)(4), (5), and (8), which
requires the rules of an exchange to (1) provide for the equitable
allocation of reasonable fees among members, issuers, and other persons
using the exchange's facilities; \16\ (2) perfect the mechanism of a
free and open market and a national market system, protect investors
and the public interest, and not be designed to permit unfair
discrimination between customers, issuers, brokers, or dealers; \17\
and (3) not impose any burden on competition not necessary or
appropriate in furtherance of the purposes of the Act.\18\
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 78f(b)(4).
    \17\ 15 U.S.C. 78f(b)(5).
    \18\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

    In temporarily suspending the Exchange's fee change, the Commission
intends to further consider whether increasing certain connectivity
fees to the Exchange is consistent with the statutory requirements
applicable to a national securities exchange under the Act. In
particular, the Commission will consider whether the proposed rule
change satisfies the standards under the Act and the rules thereunder
requiring, among other things, that an exchange's rules provide for the
equitable allocation of reasonable fees among members, issuers, and
other persons using its facilities; not permit unfair discrimination
between customers, issuers, brokers or dealers; and do not impose any
burden on competition not necessary or appropriate in furtherance of
the purposes of the Act.\19\
---------------------------------------------------------------------------

    \19\ See 15 U.S.C. 78f(b)(4), (5), and (8), respectively.
---------------------------------------------------------------------------

    Therefore, the Commission finds that it is appropriate in the
public interest, for the protection of investors, and

otherwise in furtherance of the purposes of the Act, to temporarily
suspend the proposed rule changes.\20\
---------------------------------------------------------------------------

    \20\ For purposes of temporarily suspending the proposed rule
change, the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
---------------------------------------------------------------------------

IV. Proceedings To Determine Whether To Approve or Disapprove the
Proposed Rule Change

    The Commission is instituting proceedings pursuant to Sections
19(b)(3)(C) \21\ and 19(b)(2)(B) of the Act \22\ to determine whether
the proposed rule change should be approved or disapproved. Institution
of proceedings does not indicate that the Commission has reached any
conclusions with respect to any of the issues involved. Rather, the
Commission seeks and encourages interested persons to provide
additional comment on the proposed rule change to inform the
Commission's analysis of whether to disapprove the proposed rule
change.
---------------------------------------------------------------------------

    \21\ 15 U.S.C. 78s(b)(3)(C). Once the Commission temporarily
suspends a proposed rule change, Section 19(b)(3)(C) of the Act
requires that the Commission institute proceedings under Section
19(b)(2)(B) to determine whether a proposed rule change should be
approved or disapproved.
    \22\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

    Pursuant to Section 19(b)(2)(B) of the Act,\23\ the Commission is
providing notice of the grounds for possible disapproval under
consideration:
---------------------------------------------------------------------------

    \23\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

     Section 6(b)(4) of the Act, which requires that the rules
of a national securities exchange ``provide for the equitable
allocation of reasonable dues, fees, and other charges among its
members and issuers and other persons using its facilities,'' \24\
---------------------------------------------------------------------------

    \24\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------

     Section 6(b)(5) of the Act, which requires, among other
things, that the rules of a national securities exchange be ``designed
to perfect the operation of a free and open market and a national
market system'' and ``protect investors and the public interest,'' and
not be ``designed to permit unfair discrimination between customers,
issuers, brokers, or dealers,'' \25\ and
---------------------------------------------------------------------------

    \25\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

     Section 6(b)(8) of the Act, which requires that the rules
of a national securities exchange ``not impose any burden on
competition not necessary or appropriate in furtherance of the purposes
of [the Act].'' \26\
---------------------------------------------------------------------------

    \26\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

    As noted above, the proposal increases connectivity fees for
physical connections to the Exchange. The Exchange states that this fee
increase would allow the Exchange to offset costs associated with
providing and maintaining this technology.\27\ The commenter, among
other concerns, asserts that the Exchange has not offered sufficient
detail to support that the proposed fees are consistent with the Act
and, in particular, whether the proposed fees are reasonable.\28\
---------------------------------------------------------------------------

    \27\ See Notice, supra note 4, at 40102.
    \28\ See Healthy Markets Letter, supra note 5, at 6.
---------------------------------------------------------------------------

    Under the Commission's Rules of Practice, the ``burden to
demonstrate that a proposed rule change is consistent with the [Act]
and the rules and regulations issued thereunder . . . is on the [SRO]
that proposed the rule change.'' \29\ The description of a proposed
rule change, its purpose and operation, its effect, and a legal
analysis of its consistency with applicable requirements must all be
sufficiently detailed and specific to support an affirmative Commission
finding,\30\ and any failure of an SRO to provide this information may
result in the Commission not having a sufficient basis to make an
affirmative finding that a proposed rule change is consistent with the
Act and the applicable rules and regulations.\31\
---------------------------------------------------------------------------

    \29\ Rule 700(b)(3), Commission Rules of Practice, 17 CFR
201.700(b)(3).
    \30\ See id.
    \31\ See id.
---------------------------------------------------------------------------

    The Commission is instituting proceedings to allow for additional
consideration and comment on the issues raised herein, including as to
whether the proposed fees are consistent with the Act, and
specifically, with its requirements that exchange fees be reasonable
and equitably allocated; be designed to perfect the mechanism of a free
and open market and the national market system, protect investors and
the public interest, and not be unfairly discriminatory; or not impose
an unnecessary or inappropriate burden on competition.\32\
---------------------------------------------------------------------------

    \32\ See 15 U.S.C. 78f(b)(4), (5), and (8).
---------------------------------------------------------------------------

V. Commission's Solicitation of Comments

    The Commission requests written views, data, and arguments with
respect to the concerns identified above as well as any other relevant
concerns. Such comments should be submitted by October 12, 2018.
Rebuttal comments should be submitted by October 26, 2018. Although
there do not appear to be any issues relevant to approval or
disapproval which would be facilitated by an oral presentation of
views, data, and arguments, the Commission will consider, pursuant to
Rule 19b-4, any request for an opportunity to make an oral
presentation.\33\
---------------------------------------------------------------------------

    \33\ 15 U.S.C. 78s(b)(2). Section 19(b)(2) of the Act grants the
Commission flexibility to determine what type of proceeding--either
oral or notice and opportunity for written comments--is appropriate
for consideration of a particular proposal by an SRO. See Securities
Acts Amendments of 1975, Report of the Senate Committee on Banking,
Housing and Urban Affairs to Accompany S. 249, S. Rep. No. 75, 94th
Cong., 1st Sess. 30 (1975).
---------------------------------------------------------------------------

    The Commission asks that commenters address the sufficiency and
merit of the Exchange's statements in support of the proposal, in
addition to any other comments they may wish to submit about the
proposed rule change.
    Interested persons are invited to submit written data, views, and
arguments concerning the proposed rule change, 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-PEARL-2018-16 on the subject line.

Paper Comments

     Send paper comments in triplicate to Brent J. Fields,
Secretary, Securities and Exchange Commission, 100 F Street NE,
Washington, DC 20549-1090.

All submissions should refer to File Number SR-PEARL-2018-16. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change.

Persons submitting comments are cautioned that we do not redact or edit
personal identifying information from comment submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-PEARL-2018-16 and should be
submitted on or before October 12, 2018. Rebuttal comments should be
submitted by October 26, 2018.

VI. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(3)(C) of the
Act,\34\ that File Number SR-PEARL-2018-16 be and hereby is,
temporarily suspended. In addition, the Commission is instituting
proceedings to determine whether the proposed rule change should be
approved or disapproved.
---------------------------------------------------------------------------

    \34\ 15 U.S.C. 78s(b)(3)(C).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\35\
---------------------------------------------------------------------------

    \35\ 17 CFR 200.30-3(a)(57) and (58).
---------------------------------------------------------------------------

Brent J. Fields,
Secretary.
[FR Doc. 2018-20545 Filed 9-20-18; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register: August 9, 2010 (Volume 75, Number 152)]
[Proposed Rules]
[Page 47753-47754]
[DOCID:fr09au10-24]

=======================================================================
-----------------------------------------------------------------------

DEPARTMENT OF TRANSPORTATION

Office of the Secretary

49 CFR Parts 27, 37, and 38

[Docket No. OST-2006-23985]
RIN 2105-AD54

Transportation for Individuals With Disabilities

AGENCY: Office of the Secretary (OST), U.S. Department of
Transportation (DOT).

ACTION: Notice of Public Meeting and Extension of Comment period.

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

SUMMARY: The Department of Transportation is holding a public meeting
on August 20, 2010, concerning the Department's pending rulemaking to
amend its Americans with Disabilities Act (ADA) rules. In connection
with the meeting, the comment period on this will be reopened briefly,
from August 19-25, 2010.

DATES: The public meeting will be held on August 20, 2010. The reopened
comment period on the rulemaking will extend from August 19 through
August 25, 2010.

ADDRESSES: You may submit comments (identified by the agency name and
DOT Docket ID Number OST-2006-23985) by any of the following methods:
     Federal eRulemaking Portal: Go to http://
www.regulations.gov and follow the online instructions for submitting
comments.
     Mail: Docket Management Facility: U.S. Department of
Transportation, 1200 New Jersey Avenue, SE., West Building Ground
Floor, Room W12-140, Washington, DC 20590-0001
     Hand Delivery or Courier: West Building Ground Floor, Room
W12-140, 1200 New Jersey Avenue, SE., between

9 a.m. and 5 p.m. ET, Monday through Friday, except Federal holidays.
     Fax:<PHONE_NUMBER>
    Instructions: You must include the agency name (Office of the
Secretary, DOT) and Docket number (OST-2006-23985) for this notice at
the beginning of your comments. You should submit two copies of your
comments if you submit them by mail or courier. Note that all comments
received will be posted without change to http://www.regulations.gov,
including any personal information provided, and will be available to
internet users. You may review DOT's complete Privacy Act Statement in
the Federal Register published on April 11, 2000 (65 FR 19477) or you
may visit http://DocketsInfo.dot.gov.
    Docket: For internet access to the docket to read background
documents and comments received, go to http://www.regulations.gov.
Background documents and comments received may also be viewed at the
U.S. Department of Transportation, 1200 New Jersey Ave. SE., Docket
Operations, M-30, West Building Ground Floor, Room W12-140, Washington,
DC 20590, between 9 a.m. and 5 p.m., Monday through Friday, except
Federal holidays.

FOR FURTHER INFORMATION CONTACT: Robert C. Ashby, Deputy Assistant
General Counsel for Regulation and Enforcement, Department of
Transportation, 1200 New Jersey Avenue, SE., Room W94-302, Washington,
DC 20590;<PHONE_NUMBER> (voice);<PHONE_NUMBER> (TDD);
<EMAIL_ADDRESS>(e-mail).

SUPPLEMENTARY INFORMATION: On February 27, 2006, the Department of
Transportation (DOT or Department) issued a notice of proposed
rulemaking (NPRM) that proposed to amend the Department's Americans
with Disabilities Act (ADA) rule and related regulations (71 FR 9761).
The proposed amendments concerned a variety of subjects, including
integrated access for persons with disabilities to trains serving new
or altered intercity and commuter rail station platforms and reasonable
modifications to transit provider policies and practices. The NPRM also
sought comment on several upcoming issues of interest concerning
surface transportation accessibility. The extended comment period for
this rulemaking ended June 16, 2006.
    The Department is continuing to work towards a final rule based on
this NPRM.
    Recently, the Department received a request from the American
Public Transit Association (APTA), one of the commenters on the NPRM,
for a meeting concerning the portion of the rulemaking relating to
reasonable modification. In light of the period of time that has
elapsed since the original comment period and of a meeting held between
representatives of disability community organizations and Federal
Railroad Administration officials concerning the rail system
accessibility portion of the rulemaking (a memorandum on the meeting
has been placed in the docket), the Department has decided to grant
APTA's request.
    Consequently, the Department will hold a public meeting from 10
a.m.-1 p.m. on August 20, 2010, in the Department's conference center
in its headquarters building at 1200 New Jersey Avenue, SE., Washington
DC. Not only APTA, but also any other party wanting to discuss issues
raised in the NPRM with Department of Transportation officials and
staff, is invited to attend. A memorandum concerning the discussion at
the meeting will be placed in the docket. To enable participants in the
meeting or others to have responses to comments made at the meeting, or
other comments they may wish to make, entered into the docket, we will
briefly reopen the docket from August 19-25, 2010.
    To facilitate the Department's administration of the meeting, we
request that individuals planning to attend the meeting or call in to
the meeting please contact the Office of the Assistant General Counsel
for Regulation and Enforcement to indicate their interest. You may call
202-366-4723 for this purpose or e-mail<EMAIL_ADDRESS>We thank
participants for cooperation with this request.

    Dated: Issued in Washington, DC this 27th day of July 2010.
Robert S. Rivkin,
General Counsel.
[FR Doc. 2010-19673 Filed 8-5-10; 11:15 am]
BILLING CODE 4910-9X-P