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[Release No. 34-106014; File No. SR-MSRB-2026-04]

Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing

of a Proposed Rule Change to Amend MSRB Rule G-27 to Exclude Certain Public Finance

Activities from Term “Structuring of Public Offerings or Private Placements,” Extend the

Length of the Exclusion for Non-Primary Residences from Municipal Branch Office

Designation, and Make a Technical Update to the Rule’s Title

July 30, 2026.

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 July 27, 2026 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.

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 (i) exclude certain

public finance activities from the term “structuring of public offerings or private placements” as

used within MSRB Rule G-27, (ii) extend the length of the exclusion for non-primary residences

from municipal branch office designation, and (iii) make a technical update to the title of MSRB

Rule G-27, as described herein (the “proposed rule change”).

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

17 CFR 240.19b-4.

If the Commission approves the proposed rule change, the MSRB will announce the

operative date of the proposed rule change in a regulatory notice to be published on the MSRB

website no later than 30 days following Commission approval. The compliance date would be no

earlier than 90 days and no later than 180 days following Commission approval.

The text of the proposed rule change is available on the MSRB’s website at

https://msrb.org/2026-SEC-Filings and at the MSRB’s principal office.

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.

Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis

for, the Proposed Rule Change

1. Purpose

As part of the MSRB’s broad retrospective rule review,3 the MSRB continues to evaluate

ways to modernize its rules to reflect how brokers, dealers, and municipal securities dealers

(collectively, “dealers”) operate today and will continue to evolve their businesses to operate in

the future. Additionally, the MSRB recognizes that advancements in technology and compliance

The MSRB regularly engages in retrospective reviews of its rules and associated

interpretive guidance with the goal of ensuring that they achieve their intended purposes

and take into account the current state of the municipal securities market. See MSRB

Rulebook Modernization webpage, available at https://www.msrb.org/RulebookModernization.

tools have enhanced dealers’ ability to more effectively supervise the conduct of the municipal

securities activities of the dealer and that of its associated persons in a decentralized environment

due to hybrid work arrangements. The MSRB understands that certain surveillance and

monitoring technology can provide a more real-time supervision of associated persons regardless

of their physical location Thus, dealers have made strides in modernizing their workplace while

also undertaking the necessity of putting proper safeguards in place to ensure compliance with

MSRB rules and the applicable provisions of the Exchange Act and rules thereunder.

The proposed rule change is intended to provide greater flexibility to dealers and their

associated persons with respect to hybrid work arrangements without modifying the office of

municipal supervisory jurisdiction (“OMSJ”) and municipal branch office definitions within

MSRB Rule G-27(g)(i) and MSRB Rule G-27(g)(ii), respectively. These provisions were

originally adopted to harmonize with the supervisory requirements for broker-dealer members of

FINRA (formerly NASD) under applicable supervisory rules (then NASD Rules 3010 and 3012,

now FINRA Rules 3110 and 3120).4 In the context of harmonizing the prior version of MSRB

Rule G-27 to parallel the overall supervisory obligations established by FINRA for its member

firms, the MSRB stated that it intends generally that the provisions of Rule G-27 be read

consistently with the analogous NASD provisions, unless the MSRB specifically indicates

otherwise. Thus, relevant NASD interpretations would be presumed to apply to the comparable

MSRB provision, subject to the MSRB’s right to make distinctions when necessary and

See Exchange Act Release No. 55792 (May 22, 2007), 72 FR 29564 (May 29, 2007)

(File No. SR-MSRB-2006-10) (the “2007 Supervisory Amendments”).

appropriate.5 The MSRB highlights that this presumption with respect to MSRB Rule G-27 and

interpretations of analogous FINRA provisions only applies where there are no material

differences between such comparable provisions and that any material differences in MSRB Rule

G-27 from the provisions of otherwise comparable FINRA supervisory requirements cannot be

ignored.

The proposed rule change would extend an exemption from municipal branch office

designation under MSRB Rule G-27(g)(ii)(A)(3) for non-primary residences from less than 30

business days per year to up to 90 business days per year providing broader latitude to dealers

designing their remote or hybrid work policies. The proposed rule change would also provide

clarity to dealers attempting to interpret and comply with MSRB Rule G-27(g)(i) by providing

guidance on the meaning of the term “structuring of public offerings or private placements”, also

commonly referred to as public finance banking activities. More specifically, the proposed rule

change describes the types of activities that would be included or excluded from the meaning of

“structuring of public offerings or private placements” under MSRB Rule G-27. The MSRB

notes it has never publicly defined the scope of the term “structuring of public offerings or

private placements,”6 which the MSRB understands has led to dealers designating some

locations as an OMSJ out of an abundance of caution.7 Thus, the MSRB believes defining the

Id., 72 FR at 29564. Currently, FINRA publishes guidance with respect to its supervisory

requirements on its website at https://www.finra.org/rules-guidance/keytopics/supervision#guidance.

The MSRB notes that FINRA also has never defined the term “structuring of public

offerings or private placements.”

The MSRB reviewed some data derived from the Uniform Branch Office Registration

Form (Form BR), which is a form that firms use to register branch offices and offices of

supervisory jurisdiction (“OSJs”) with FINRA and as required by the relevant state

jurisdiction or other SROs. Form BR’s Section 2 (Registration/Notice Filing/Type of

term would permit dealers to better evaluate such designations. Resultingly, a better

understanding for the municipal securities market regarding how the term is interpreted would

aid understanding of the required supervisory framework under MSRB Rule G-27. The proposed

rule change would also make clarifying edits to the title of MSRB Rule G-27 to plainly state that

the rule is applicable to brokers, dealers, and municipal securities dealers.

Background

MSRB Rule G-27(a), on obligation to supervise, requires each dealer to supervise the

conduct of the municipal securities activities of the dealer and its associated persons to ensure

compliance with MSRB rules, and the applicable provisions of the Exchange Act and rules

thereunder. As such, MSRB Rule G-27(b)(iii) requires dealers to designate as an OMSJ any

office at which any one or more of the enumerated activities under MSRB Rule G-27(g)(i)

occurs at such office with respect to municipal securities. Locations that are not required to be

designated as an OMSJ constitute either a municipal branch office or a non-branch location.8

Definition of Municipal Branch Office

Office/Activities) requires a firm to indicate whether a branch office is an OSJ. The

MSRB notes that the designation of a branch office as an OMSJ, as defined under MSRB

Rule G-27, is optional on Form BR, so while incomplete, the MSRB took note of the

significant number of single-person OMSJ’s, which was useful in the MSRB’s analysis

of current designation practices.

FINRA similarly distinguishes among offices of supervisory jurisdiction and branch

offices, which must be registered, and unregistered offices or non-branch locations in

FINRA Rule 3110. See also Exchange Act Release No. 48897 (December 9, 2003), 68

FR 70059, 70061 (December 16, 2003) (File No. SR-NASD-2003-104) (Notice of Filing

of Proposed Rule Change and Amendment Nos. 1 and 2 Related to Proposed New

Uniform Definition of “Branch Office” Under NASD Rule 3010(g)(2)) (the “2003

FINRA Notice of Filing”).

Rule G-27(g)(ii)(A) defines a municipal branch office as any location where one or more

associated persons of a dealer regularly conducts the business of effecting any transactions in, or

inducing or attempting to induce the purchase or sale of any municipal security, or is held out as

such, with certain exceptions. 9 The MSRB has not defined the phrase “regularly conducts” for

purposes of MSRB Rule G-27(g)(ii)(A), on municipal branch office, but instead, has provided a

measure of flexibility for dealers to define and interpret how the phrase “regularly conducts” fits

within their respective business models, and what frequency would constitute regularly working

from a particular location for purposes of MSRB Rule G-27(g)(ii)(A)’s definition of municipal

branch office.10 The exceptions from municipal branch office designation pursuant to MSRB

Rule G-27(g)(ii) are applicable to locations that would not otherwise trigger designation as an

OMSJ under the conditions outlined in MSRB Rule G-27(g)(i),11 as an OMSJ designation for a

particular office would trump the exceptions under the rule. One such exception from the

municipal branch office definition, listed in Rule G-27(g)(ii)(A)(3), is for any location, other

than a primary residence, that is used for municipal securities activities for less than 30 business

days in any one calendar year, provided the dealer complies with the provisions of MSRB Rule

See MSRB Rule G-27(g)(ii)(A)(1)-(7).

FINRA has also publicly stated “[t]he term “regularly conducts” in Rule 3110(f)(2)(A)

historically has not been a defined term under the uniform branch office definition. As

such, there is no defined threshold level of “regular” that would make a location a

“branch office” under Rule 3110(f)(2)(A).” See FINRA’s Residential Supervisory

Locations (RSLs) Frequently Asked Questions, Q.18 on meaning of “regularly conducts”

under FINRA Rule 3110(f)(2), available at https://www.finra.org/rules-guidance/keytopics/residential-supervisory-locations#faqs.

See MSRB Rule G-27(g)(i).

G-27(g)(ii)(A)(2)(a) through (h).12 The MSRB also points out that conduct that rises to the level

of constituting regularly conducting the business of effecting transactions in municipal securities

is conduct that could cause a primary residence to be designated as a municipal branch office.

Definition of Office of Municipal Supervisory Jurisdiction

Rule G-27(g)(i) defines the term OMSJ as any office of a dealer where one or more of the

following functions take place:

(A)

order execution and/or market making;

(B)

structuring of public offerings or private placements;

(C)

maintaining custody of customers' funds and/or municipal securities;

(D)

final acceptance (approval) of new accounts on behalf of the dealer;

(E)

review and endorsement of customer orders, pursuant to MSRB Rule G27(c)(i)(G)(2);

(F)

final approval of advertising for use by persons associated with the dealer,

pursuant to MSRB Rule G-21(f); or

MSRB Rule G-27(g)(ii)(A)(2)(a) through (h) requires, as conditions for meeting the

exception from municipal branch office designation, that: (a) only one associated person,

or multiple associated persons who reside at that location and are members of the same

immediate family, conduct business at the location; (b) the location is not held out to the

public as an office and the associated person does not meet with customers at the

location; (c) neither customer funds nor securities are handled at that location; (d) the

associated person is assigned to a designated municipal branch office, and such

designated municipal branch office is reflected on all business cards, stationery,

advertisements and other communications to the public by such associated person; (e) the

associated person's correspondence and communications with the public are subject to the

dealer's supervision in accordance with MSRB Rule G-27; (f) electronic communications

(e.g., e-mail) are made through the dealer's electronic system; (g) all orders are entered

through the designated municipal branch office or an electronic system established by the

dealer that is reviewable at the municipal branch office; and (h) written supervisory

procedures pertaining to supervision of sales activities conducted at the residence are

maintained by the dealer.

(G)

responsibility for supervising the municipal securities activities of persons

associated with the dealer at one or more other municipal branch offices of the

dealer.

As aforementioned, the MSRB has never defined the phrase “structuring of public

offerings or private placements” under MSRB Rule G-27(g)(i)(B). As such, it has been up to

dealers to determine which public finance banking activities would fall under the umbrella of

“structuring of public offerings or private placements,” and would therefore be required to be

conducted at an OMSJ, and which activities would not fall under the umbrella and could

potentially be conducted at other location types.

There are additional compliance and regulatory obligations for locations classified as an

OMSJ or a municipal branch office. MSRB Rule G-27(d)(i)(A) requires dealers to inspect every

OMSJ and supervisory municipal branch office at least annually. 13 MSRB Rule G-27(d)(i)(B)

requires every non-supervisory municipal branch office to be inspected at least every three

years.14 MSRB Rule G-27(d)(i)(C) requires every non-branch location to be inspected on a

Pursuant to MSRB Rule G-27(g)(ii)(B), notwithstanding the exclusions in MSRB Rule

G-27(g)(ii)(A), any location that is responsible for supervising the municipal securities

activities of persons associated with the dealer at one or more non-branch locations of the

dealer is considered to be a municipal branch office. Moreover, this type of municipal

branch office is known as a “supervisory municipal branch office.” See, e.g., MSRB Rule

G-27(d)(i)(B). See also FINRA Rule 3110 Describes Four Office Classifications

available at: https://www.finra.org/rules-guidance/key-topics/residential-supervisorylocations/office-clasifications (the “FINRA Office Classification Guidance”).

A non-supervisory municipal branch office would generally be deemed a location that is

not charged with supervising the municipal securities activities of persons associated with

the dealer. See generally FINRA Office Classification Guidance (distinguishing

supervisory branch office and non-supervisory branch office locations).

regular periodic schedule.15 Furthermore, an office that is designated as an OMSJ or a

supervisory municipal branch office must have one or more appropriately registered principals

on-site.16 All municipal branch offices must have at least one or more appropriately registered

representatives or principal.17 The OMSJ and municipal branch office supervisory framework is

currently harmonized with FINRA Rule 3110’s definitions of an OSJ and branch office,

respectively.18 The proposed rule change is discussed in greater detail below.

Description of Proposed Rule Change

Extend the 30-Business Day Exclusion for Non-Primary Residences from Municipal

Branch Office Designation

MSRB Rule G-27(g)(ii)(A)(3) currently allows for a non-primary residence where

municipal securities business is conducted for less than 30 business days per calendar year to be

excluded from municipal branch office designation, if the location meets the provisions of

MSRB Rule G-27(g)(ii)(A)(2)(a) through (h), as described above. 19 The proposed rule change

While MSRB rules do not explicitly establish a specific timeframe for such regular

periodic inspections, currently FINRA Rule 3110.13 sets out a general presumption that a

non-branch location will be inspected at least every three years, even in the absence of

any red flags, and if a FINRA-member dealer establishes a longer periodic inspection

schedule, such member must document in its written supervisory and inspection

procedures the factors used in determining that a longer periodic inspection cycle is

appropriate. See FINRA Rule 3110.13.

See MSRB Rule G-27(b)(iv).

Id.

See FINRA Rule 3110(f)(1), defining office of supervisory jurisdiction, and FINRA Rule

3110(f)(2), defining branch office.

See supra note 12.

would increase this limit in MSRB Rule G-27(g)(ii)(A)(3) to up to 90 business days per calendar

year without amending the conditions outlined in the rule.

The increase from less than 30 business days per calendar year to up to 90 business days

per calendar year for an associated person to work from a non-primary residence without

triggering municipal branch office designation would provide dealers greater latitude in

permitting their associated persons to work at non-primary residential locations, such as a

vacation home or the home of a partner or family member, or at another location. The MSRB

believes that the proposed rule change would also provide dealers additional and reasonable

flexibility in implementing hybrid work arrangements that acknowledge and account for

advances in technology that could allow for effective remote supervision capabilities, while also

appropriately limiting the municipal securities related work that could be done away from a

municipal branch office. In addition to changing the annual business day limit from 30 to 90, the

proposed rule change would also make minor technical edits to MSRB Rule G-27(g)(ii)(A)(3) to

improve clarity of the rule by removing the term “less than” and adding the term “or fewer” into

the text of the rule.

The MSRB notes that the current less than 30-business days per calendar year exclusion

from municipal branch office designation for work performed at a non-primary residence, and

the potential extension to up to 90 business days per calendar year under the proposed rule

change, is an exclusion that would be allowed under MSRB Rule G-27. However, dealers would

need to conduct their own risk analysis to determine if this type of remote work, and the 90business day limit allowed under the proposed rule change, is appropriate for their business

model, supervisory structure and overarching supervisory system.

Structuring of Public Offering or Private Placements

The proposed rule change would add proposed new Supplementary Material .06, on

Exemption of Excluded Public Finance Activities from Office of Municipal Supervisory

Jurisdiction and Municipal Branch Office Designation, and .07, on Definition of Excluded Public

Finance Activities to MSRB Rule G-27. Proposed new Supplementary Material .06 of MSRB

Rule G-27 would state that a location would not meet the definition of an OMSJ under MSRB

Rule G-27(g)(i) if associated persons at such location engage in excluded public finance

activities, so long as that location does not engage in any other activities that would require

designation as an OMSJ. The proposed supplementary material would also expressly state that

these excluded public finance activities would not be deemed to constitute “structuring of public

offerings or private placements” within the meaning of OMSJ under MSRB Rule G-27(g)(i)(B).

Furthermore, under proposed new Supplementary Material .06 of MSRB Rule G-27, a primary

residence that otherwise meets the exception from municipal branch office designation under

MSRB Rule G-27(g)(ii)(A)(2), and from which an associated person engages in excluded public

finance activities, would be deemed a non-branch location, as long as the associated person does

not engage in any other activities that would require designation of such location as an OMSJ,

under MSRB Rule G-27(g)(i). Dealers would need to look carefully at the activities of their nonbranch locations to ensure that they are not considered by MSRB Rule G-27 to be a municipal

branch office. In addition, the proposed rule change would add a reference to new

Supplementary Materials .06 and .07.

Proposed new Supplementary Material .07 of MSRB Rule G-27 would define the term

excluded public finance activities as activities that are associated with the structuring of public

offerings or private placements, including but not limited to, debt modeling, financial analysis,

number running and the solicitation of issuers or obligated persons for the dealer’s investment

banking services in connection with municipal securities (e.g. public finance banking services).

However, this does not include final approval of a public offering or private placement

transaction (i.e., structuring) conducted by the dealer. Proposed new Supplementary Material .07

of MSRB Rule G-27 would also make clear that the activities described within the definition of

excluded public finance activities are not an exhaustive list of excluded public finance activities,

and other activities could fall within the definition if a dealer can demonstrate that such other

activities do not include the final approval of a public offering or private placement transaction.

The MSRB believes that activities such as preliminary data analysis and modeling, as well as

running standard debt capacity or sensitivity analyses using established firm models controlled

by senior personnel, which are much more specific than the broader enumerated list of excluded

public finance activities, would be examples of activities that would be categorized as excluded

public finance activities under proposed new Supplementary Material .07 of MSRB Rule G-27.

The MSRB is intentionally leaving the definition of excluded public finance activities under

proposed new Supplementary Material .07 as business model neutral, without listing an

exhaustive list of activities that would qualify as excluded public finance activities, to account

for the diversity in business models among dealers.

Proposed new Supplementary Material .07 of MSRB Rule G-27 would also expressly

state that the final approval of a public offering or private placement transaction would be

explicitly outside of the scope and definition of excluded public finance activities, since such

final approval of a public offering or private placement transaction is deemed structuring for

purposes of the OMSJ definition, pursuant to MSRB Rule G-27(g)(i). The MSRB recognizes that

there are many individual supportive decisions made in the overall work to be done on a

municipal securities public offering or private placement and, as a result, the MSRB is clarifying

that it deems the final approval of a public offering or private placement transaction as

constituting “structuring of public offerings or private placements.” The MSRB notes that such

final approval of a public offering or private placement transaction should be conducted by a

person in a principal-level capacity.20

The MSRB believes that proposed new Supplementary Material .06 and .07 of MSRB

Rule G-27 would not alter the definition of OMSJ, but rather, would clarify that certain activities

performed by municipal securities professionals in furtherance of the “structuring of a public

offering or private placements” do not constitute structuring and therefore do not rise to the level

of activities that need to take place at an OMSJ. Furthermore, by clarifying that the MSRB

deems structuring as the final approval of a public offering or private placement transaction,

dealers are better equipped, given varying business models, to evaluate their specific business

model and make determinations as to where ultimate decision making and supervisory authority

rest for purposes of designating such locations as an OMSJ.

The MSRB notes that the phrase “final approval of a public offering or private placement

transaction” in proposed new Supplementary Material .07 would reference actions internal to the

dealer relating to the decision to approve such transaction, the timing of which may vary

depending on the specific transaction or the processes undertaken by a specific dealer. It is not

Pursuant to MSRB Rule G-2, on standards of professional qualification, no dealer shall

effect any transaction in, or induce or attempt to induce the purchase or sale of, any

municipal security, unless such dealer and every natural person associated with such

dealer is qualified in accordance with the rules of the MSRB. MSRB Rule G-3(b)(i)

defines a municipal securities principal as a person, associated with a dealer, who is

directly engaged in the management, direction or supervision of, among other things,

underwriting, trading or sales of municipal securities, and MSRB Rule G-3(b)(ii) requires

such individuals that meet the definition of a municipal securities principal to be

appropriately qualified by taking and passing the Municipal Securities Principal

Qualification Examination.

the MSRB’s intention for final approval to entail the act itself of executing a bond purchase

agreement (which may occur at an issuer’s location or at some other location away from the

offices of the dealer) or submitting a bid in response to a notice of sale. Rather, this provision of

the proposed rule change turns on dealers’ actions that ultimately leads to the formality of

executing the bond purchase agreement or submitting a bid. The MSRB notes that, while the

proposed rule change takes a principles-based approach to the determination of what constitutes

final approval of a public offering or private placement transaction, proposed new

Supplementary Material .07 would require dealers to adopt compliance policies and procedures

reasonably designed to make clear what action taken constitutes such final approval by the

dealer. Proposed new Supplementary Material .07 would also require dealers to take into

consideration all relevant factors in determining what action taken constitutes final approval of a

public offering or private placement transaction to ensure dealers’ supervisory systems are

reasonably designed to achieve compliance with applicable securities laws and regulations, and

with applicable MSRB rules. The proposed rule change also prescribes that such compliance

policies and procedures should support evidencing compliance to the appropriate examining

authority.

Regulatory Need

The MSRB acknowledges that extending the exclusion for municipal securities work

performed at a non-primary residence from municipal branch office designation from less than

30 business days per calendar year to up to 90 business days per calendar year under MSRB Rule

G-27(g)(ii)(A)(3) would result in a move away from harmonization with FINRA Rule 3110,

which contains a similar exclusion from branch office registration for work performed at a non-

primary residence for less than 30 business days per year. 21 The MSRB also recognizes that

defining “structuring of public offerings or private placements,” and resultingly potential

changes in designations of office or locations may cause regulatory inconsistencies. Although

harmonization allows dealers who are also FINRA members to more easily comply with the

requirements under both rule sets regarding office classification and designation, it has been the

MSRB’s longstanding position that it would weigh rule harmonization in the context of the

uniqueness of the municipal securities market.

The MSRB highlights that there are an estimated 50,000 issuers (and other issuing

authorities) that rely on municipal bonds to fund local projects, which provide essential services

to local communities.22 In the last five years, the MSRB estimates that 22,000 issuers engaged in

a public offering or private placement transaction. In addition, there are approximately one

million unique municipal bonds outstanding, whereas by comparison the corporate bond market

has about 6,600 different issuers and 60,000 unique bonds outstanding. 23 Given the broad

geographical dispersion of municipal issuers across the entirety of the country in all 50 states, the

District of Columbia, and U.S. territories in which offerings of municipal securities are

conducted according to state and local laws and regional practices that vary considerably, it can

be uniquely challenging for dealers in this market, as compared to other securities markets, to

FINRA Rule 3110(f)(2)(A)(iii) contains an exception from branch office registration for

any location, other than a primary residence, that is used for securities business for less

than 30 business days in any one calendar year, provided certain conditions proscribed by

FINRA Rule 3110 are met.

See MSRB’s 2026 Municipal Market Factsheet, January 2026, available at:

https://www.msrb.org/sites/default/files/2022-09/MSRB-Muni-Facts.pdf.

The MSRB used the Bloomberg Terminal to analyze and aggregate the data on the size of

the corporate bond market and unique outstanding bonds.

effectively engage with prospective issuer clients and service existing issuer clients. 24 It is the

MSRB’s understanding that many dealers may choose a business model that segments their

issuer coverage by region to offer more tailored and more easily accessible service to such issuer

clients. In addition, the MSRB estimates that a large segment of the issuer community is not

geographically positioned in close proximity to larger metropolitan areas where financial

services firms have historically operated the bulk of their activities. Resultingly, many dealers

choose to have public finance bankers operate in a much more geographically dispersed manner

as compared to other segments of their securities activities so as to meet the needs of their issuer

clients in a more effective manner in light of the realities of the municipal securities market.

Often, these geographically dispersed public finance bankers must operate under current MSRB

Rule G-27 as a single-person OMSJ, meeting all of the requirements under MSRB Rule G-27

arising from being an OMSJ. The MSRB believes that the proposed rule change would support

the competitiveness of the municipal securities market and would provide greater workplace

flexibility while maintaining appropriate supervisory requirements for the activities conducted in

the manner described above.

Rule Title Clarification

The proposed rule change would change the title of MSRB Rule G-27 from

“Supervision” to “Supervisory and Compliance Obligations of Brokers, Dealers and Municipal

Securities Dealers.” This non-substantive, technical change would clarify that MSRB Rule G-27

is applicable to dealers only, as well as standardize the title with MSRB Rule G-44, on

Supervisory and Compliance Obligations of Municipal Advisors.

The MSRB notes that, based on Form A-12 filings, only 177 of the 926 MSRB-registered

dealers identify municipal debt underwriting as a business activity.

2. Statutory Basis

The MSRB believes that the proposed rule change is consistent with Section 15B(b)(2) of

the Exchange Act,25 which provides that the MSRB shall propose and adopt rules to effect the

purposes of the Exchange Act with respect to, among other matters, transactions in municipal

securities effected by dealers. Section 15B(b)(2)(C) of the Exchange Act 26 provides 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 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 MSRB believes the proposed rule change is consistent with Section 15B(b)(2)(C) of

the Exchange Act27 because the proposed rule change would promote just and equitable

principles of trade by interpreting and clarifying the meaning behind the term structuring of

public offerings or private placements by way of excluding certain activities from the definition.

The MSRB believes that clear guidance as to what work functions are included within the

meaning of the term “structuring” for the municipal securities market would facilitate dealers’

understanding and implementation of sound compliance policies and procedures when applying

the principles of MSRB Rule G-27 to each dealer’s business model. Furthermore, while differing

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

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

Id.

from FINRA, the proposed rule change’s definition of excluded public finance activities would

remove impediments from a free and open market in municipal securities and municipal

financial products. By clarifying the phrase, “structuring of public offerings or private

placements,” that has not been defined by the MSRB and has been interpreted inconsistently by

the dealer community, dealers are able to lessen resources spent on such compliance matters and

focus on the functional work that facilitate a free and open market in municipal securities and

municipal financial products.

In addition, the proposed rule change would remove an impediment to a free and open

market by providing flexibility to firms implementing their hybrid work models. The MSRB

believes that allowing the additional flexibility of working remote from a non-primary residence

for up to 90 business days per calendar year, and clarifying that excluded public finance

activities can generally be conducted at a primary residence if the applicable conditions are met,

in both cases without triggering municipal branch office designation would remove an

impediment to dealers and their municipal securities professionals by allowing dealers more

flexibility to craft their hybrid work models that reflect their own individual risk factors and

technological capabilities. Furthermore, the MSRB does not believe that any changes to MSRB

Rule G-27 under the proposed rule change would cause harm to investors, issuers, obligated

persons or the public interest.

Self-Regulatory Organization’s Statement on Burden on Competition

Section 15B(b)(2)(C) of the Exchange Act28 requires that MSRB rules not be designed to

impose any burden on competition that is not necessary or appropriate in furtherance of the

Id.

purposes of the Exchange Act. The MSRB has considered the economic impact of the proposed

rule change and believes that it would not impose any burden on competition, as the proposed

rule change to MSRB Rule G-27 on dealer supervision would clarify the meaning of “structuring

of public offerings or private placements” and increase the 30-business day per calendar year

exclusion from the municipal branch office designation for locations that are not a primary

residence to 90-business days per calendar year. The MSRB believes that the proposed rule

change would provide reasonable flexibility for public finance activities without compromising

the need for investor and issuer protection. In addition, the proposed rule change would be

applicable to all dealers. Therefore, the MSRB believes the proposed rule change would not

impose any burden on competition that is not necessary or appropriate in furtherance of the

purposes of the Exchange Act. 29

In determining whether the proposed rule change is necessary and appropriate, the MSRB

was guided by the MSRB’s Policy on the Use of Economic Analysis in MSRB Rulemaking. 30 In

accordance with this policy, the MSRB evaluated the potential impacts of the proposed rule

change relative to the baseline, which is the current MSRB Rule G-27. The proposed rule change

to MSRB Rule G-27 is intended to foster greater flexibility for municipal market professionals in

two separate ways. First, the proposed rule change seeks to outline, in proposed new

Id.

See The MSRB’s Policy on the Use of Economic Analysis in MSRB Rulemaking,

available at https://www.msrb.org/Policy-Use-Economic-Analysis-MSRB-Rulemaking.

In evaluating whether there was any burden on competition that is not necessary or

appropriate in furtherance of the purposes of the Exchange Act, the MSRB was guided by

its principles that required the MSRB to consider costs and benefits of a rule change, its

impact on efficiency, capital formation and competition, and the main reasonable

alternative regulatory approaches.

Supplementary Material .07, a non-exhaustive list of excluded activities from the “structuring of

public offerings or private placements” by drawing a distinction between the function of final

approval of a public offering or private placement transaction from the functional work that

supports the structuring of such a transaction and exclude these supporting activities from the

definition of “structuring of public offerings or private placements.” Under the proposed rule

change, these excluded public finance activities would not be required to be conducted at an

OMSJ or, if conducted at a primary residence and the applicable conditions are met, at a

municipal branch office. Second, the proposed rule change is intended to create flexibility for

municipal market professionals by extending the exclusion for locations, other than a primary

residence, that are used for municipal securities activities from less than 30 business days per

calendar year to up to 90 business days per calendar year from municipal branch office

designation.

Benefits

The MSRB believes that dealers would benefit from proposed new Supplementary

Material .06 and .07 of MSRB Rule G-27 regarding public finance activities that are excluded

from the definition of OMSJ. At present, any location with one or more persons engaging in

activities that consist of structuring of public offerings or private placements should be classified

by the dealer under MSRB Rule G-27(g)(i) as an OMSJ, and as a result, these locations must

comply with MSRB Rule G-27’s accompanying regulatory and compliance requirements for

OMSJs. These requirements include the presence of an on-site supervisor qualified as a

municipal securities principal and the annual inspection of the location. 31 The proposed rule

See MSRB Rule G-27(b)(iv) and MSRB Rule G-27(d)(i)(A).

change identifies a non-exhaustive list of excluded public finance activities that support the

overall structuring process but would not necessarily need to be conducted from a location

designated as an OMSJ. More specifically, performing these activities at a given location would

not, by itself, qualify the office or location as an OMSJ if no other activities occurring at such

location would necessitate OMSJ designation. Further, the proposed rule change would provide

that performing such excluded public finance activities at an associated person’s primary

residence, if all other applicable conditions are met, would not necessitate municipal branch

office designation. The MSRB expects that dealers would benefit from the proposed rule change

with a reduction in expenses related to inspecting, licensing and supervising at OMSJs without

harming issuer and investor protection.

In addition, the proposed rule change’s extended 90-business day per calendar year

exclusion from municipal branch office designation for locations, other than a primary residence,

that are used for municipal securities activities would provide dealers’ associated persons

additional and reasonable flexibility to work from locations that are not their primary residence,

such as a vacation or second home, without triggering a municipal branch office designation. The

MSRB believes the extension would lessen the compliance burden for firms tracking the location

of their employees by extending the number of days they are allowed to work at these locations

each calendar year, without materially reducing the protections for investors and issuers

given the widespread adoption of a culture of hybrid work environments, which the MSRB

believes would help in recruiting and maintaining valuable personnel.

Costs32

Due to rounding, numbers presented throughout this document may not add up precisely

to the totals provided.

The MSRB acknowledges that dealers would likely incur some higher compliance costs

due to the proposed rule change, relative to the baseline state (current state). Dealers would be

expected to incur one-time, upfront costs related to assessing the functions of OMSJs for

purposes of re-designation, as applicable, and revising policies and procedures along with

ongoing compliance costs with the proposed rule change. Table 1 shows that firms would incur

one-time upfront costs of approximately $3,446. This includes the costs associated with

compliance personnel evaluating all current OMSJs and making a determination on whether

certain locations should be re-designated based on functional work ($393 X 2 hours = $786)

updating existing written supervisory procedures (WSPs) along with a review by an inhouse

compliance counsel ($463 X 1 hour = $463) and outside legal counsel ($630 X 1 hour = $630)

and the approvals conducted by the director of compliance ($610 X 1 hour = $610) and the chief

compliance officer ($693 X 0.5 hours = $347).33 The MSRB also estimates one hour of training

and education conducted by the director of compliance ($610 X 1 hour = $610). In addition to

the upfront costs, the MSRB also identified one area of incremental ongoing costs for a total of

approximately $2,440 for the purpose of ensuring compliance, especially in light of different

requirements between FINRA’s Rule 3110 and MSRB’s Rule G-27, which includes dealers

undertaking a review of the policies on an annual basis to be conducted by the director of

compliance ($610 X 4 hours = $2,440). On aggregate, the MSRB believes the upfront and

ongoing costs are minor. The MSRB notes, while dealers would have initial upfront costs and

may face higher ongoing compliance costs, brought on by having diverging regulatory

requirements, the MSRB notes that the proposed rule change does not remove any of the current

The total cost to update policies and procedures is estimated as $2,836 ($786 + $463 +

$630 + $610 + $347 = $2,836).

designations that are available under the baseline. Thus, the MSRB expects that dealers will

assess and re-designate locations, as applicable, only if doing so is beneficial to their operations

— recognizing that the cost of complying with the proposed rule change would presumably be a

factor in dealers’ decision-making process.34

The MSRB believes that dealers may find that some existing OMSJs become unnecessary

in light of the proposed rule change, and thereby, are able to reduce their expenses

attendant to those locations, including FINRA branch office registration fees.

Table 1. Upfront and Partial Ongoing Costs for Dealers35

Cost Components

Hourly Rate

Number of

Hours

Cost per Firm

Upfront Costs

a) Revision of Policies and

Procedures

Compliance Manager

In-House Compliance Counsel

Outside Legal Counsel

Director of Compliance

Chief Compliance Officer (CCO)

393

463

630

610

693

2 $

1 $

0.5 $

786

463

630

610

347

2,836

610

1 $

610

3,446

610

4 $

2,440

b) Training and Education

Director of Compliance

Total Upfront Costs

Ongoing Costs

a) Compliance Review

Director of Compliance

Total Ongoing Costs

It is the MSRB’s belief that investors and issuers would not realize any material reduction

in protections from the proposed rule change as the proposed 90-business days per calendar year

The hourly rates data is gathered from a previous Commission filing. See Exchange Act

Release No. 94062 (January 26, 2022), 87 FR 15496, 15624 (March 18, 2022) (File No.

S7–02–22). The Commission’s economic analysis utilizes the Securities Industry and

Financial Markets Association, Management & Professional Earnings in the Securities

Industry—2013 Report for the hourly rates of various financial industry market

professionals. To compensate for inflation, the data reflects the fourth quarter of 2025

hourly rate level after adjusting for the annual cumulative wage inflation rate of 47%

between 2013 and 2025. See The Federal Reserve Bank of St. Louis Employment Cost

Index: Wages and Salaries: Private Industry Workers, available at

https://fred.stlouisfed.org/series/ECIWAG. The MSRB estimates the number of hours for

each task based on the MSRB’s consultation with regulated entities’ compliance officers

for a median-sized firm.

exclusion would account for approximately one-third (35%) of the total business days in a year

and the majority of municipal securities activities would be conducted at a municipal branch

office location.36 In addition, the final approval of a public offering or private placement

transaction would continue to take place at OMSJs and all activities in the structuring process

would continue to be subject to the same fair practice and supervisory obligations established

under MSRB rules. In summary, the MSRB anticipates that the benefits, as described above,

would outweigh the costs over time.

Effect on Competition, Efficiency, and Capital Formation

The MSRB believes that the proposed rule change would not impose a burden on

competition nor hinder capital formation, as the changes are applicable to all dealers. The

proposed rule change could improve the municipal securities market’s operational efficiency and

promote regulatory certainty by providing dealers with greater flexibility in achieving the

regulatory obligations outlined in MSRB Rule G-27. At present, the MSRB is unable to

quantitatively evaluate the magnitude of the efficiency gains or losses but believes the benefits of

greater flexibility and a reduction in certain compliance burdens, including expenses related to

annual office inspection requirements and the on-site principal requirement for OMSJs, if dealers

choose to re-designate locations, are accumulated over time for all dealers and would outweigh

the one-time upfront costs of revising policies and procedures as well as the incremental ongoing

compliance and recordkeeping costs by dealers.

Reasonable Regulatory Alternatives

The number of business days, as percentages, as used in this alternative assumes 250

business days per year.

The MSRB has identified several reasonable alternatives for the proposed rule change

that were first presented in the request for comment. 37

One alternative contemplated was to remove the activity of “structuring of public

offerings or private placements” from MSRB Rule G-27(g)(i)’s definition of OMSJ. This

alternative would reduce instances of designating a location as an OMSJ, as well as the burden

associated with such designation because “structuring of public offerings or private placements”

would no longer prompt a designation. This would further decrease compliance burdens

associated with assigning an on-site supervisor qualified as a municipal securities principal, as

well as remove the need to conduct an annual inspection of that location by the dealer. While this

alternative calls for the removal of “structuring of public offerings or private placements” from

MSRB Rule G-27(g)(i)’s definition of OMSJ, dealers may still be required to designate such

locations as an OSJ under FINRA Rule 3110, which does not contain a similar provision

excluding certain public finance activities from the definition of OSJ, and could lead to an

increase in burdens and challenges due to inconsistencies in regulatory approach in complying

with MSRB and FINRA rules. Additionally, there are interdependencies upon which the current

office and location framework rests, for example, state security regulators utilize data collected

by FINRA on OSJ and voluntary OMSJ designations. The result would be a patchwork of

supervisory regulation that may introduce additional compliance burdens for dealers. For this

reason, the MSRB believes the proposed rule change is superior to this alternative, although the

MSRB believes that this alternative could be reconsidered in the future if, for example, other

See MSRB Notice 2026-01, Request for Comment on MSRB Rule G-27 on Dealer

Supervision (January 14, 2026), at 12-13, available at

https://www.msrb.org/sites/default/files/2026-01/2026-01.pdf.

regulators were to revisit, in a holistic manner, the office designation requirements in their

respective regulatory frameworks.

Another alternative the MSRB considered was to explicitly provide for a fully principlebased approach to defining the term “structuring of public offerings or private placements.”

MSRB Rule G-27 does not currently differentiate between the various public finance activities

that may be performed as part of the “structuring of public offerings or private placements.” A

fully principles-based approach would allow dealers to make their own determination, with

significantly less regulatory guidance, of what structuring means to each individual dealer, and

subsequently which locations would require OMSJ designation. However, this alternative

approach may introduce additional regulatory uncertainty into dealer supervision. A dealer may

require all public finance activities to occur at an OMSJ out of an abundance of caution, which

would not reduce any compliance burden. By comparison, the approach taken by the proposed

rule change would provide a framework that would allow greater certainty for dealers regarding

those activities that may constitute structuring and those that may be excluded. The proposed rule

change would also maintain some degree of flexibility in determining whether any activities not

explicitly outlined in the proposed rule change are best treated in one category or another,

depending on a dealer’s specific business model, practices and processes. It is for this reason that

the MSRB determined this alternative is inferior to the proposed rule change.

Finally, an alternative to extending the 30-business day per calendar year exclusion from

municipal branch office designation to 90-business days per calendar year for non-primary

residences, would be to extend the 30-business day per calendar year exclusion to 120 business

days per calendar year, or approximately 48% of the total business days in a year. 38 As noted

See supra note 36.

above, the 90-business days per calendar year exclusion in the proposed rule change would

account for approximately 35% of the total business days in a year. This alternative of 120

business days per calendar year would provide even more flexibility for associated persons and

further reduce the burdens associated with designation of municipal branch offices, and

accompanying office inspection requirements. However, the MSRB believes that approaching

the threshold of one half of all business days of remote work from such locations without

triggering municipal branch office designation for such locations could, under the current

supervisory rule paradigm, incrementally raise risks to investor and issuer protection and could

be inconsistent with the rule’s intended use for such locations on a temporary basis, since these

remote working locations are subject to a less stringent dealer inspection requirement than

municipal branch offices. Therefore, the MSRB believes the proposed rule change offers a

superior approach to this alternative.

Self-Regulatory Organization’s Statement on Comments on the Proposed Rule

Change Received from Members, Participants, or Others

The MSRB sought comment on the proposed rule change in a request for comment that

was published on January 14, 2026 (the “Request for Comment”). 39 The MSRB received 4 letters

in response to the Request for Comment. 40 In addition to the proposed rule change, the Request

See MSRB Notice 2026-01, Request for Comment on MSRB Rule G-27 on Dealer

Supervision (January 14, 2026), available at

https://www.msrb.org/sites/default/files/2026-01/2026-01.pdf.

Comment letters were received from: American Securities Association (“ASA”): Letter

from Jessica R. Giroux, Chief Legal Officer, dated March 16, 2026 (the “ASA Letter”);

Bond Dealers of America (“BDA”): Letter from Michael Decker, Senior Vice President,

Research and Public Policy, dated March 16, 2026 (the “BDA Letter”); Peg Henry LLC:

Letter from Margaret C. (Peg) Henry, Sole Member, dated March 6, 2026 (the “Henry

Letter”); and Securities Industry and Financial Markets Association (“SIFMA”): Letter

from Leslie M. Norwood, Managing Director and Associate General Counsel, Head of

Municipal Securities, dated March 16, 2026 (the “SIFMA Letter”). Comment letters are

for Comment sought comment on additional areas of MSRB Rule G-27 that the MSRB should

consider amending through future rulemaking efforts. The four comment letters are summarized

below as they pertain to the proposed rule change, with MSRB responses provided.41

Extend the 30-Business Day Exclusion for Non-Primary Residences from Municipal

Branch Office Designation

The Request for Comment solicited comments on draft rule text that would extend

MSRB Rule G-27(g)(ii)(A)(3)’s exclusion from municipal branch office designation for nonprimary residences from less than 30 business days per calendar year to up to 60 business days

per calendar year. Comment letters were generally in favor of the Request for Comment’s

proposed extension from 30 to 60 business days per calendar year. ASA stated that the proposed

extension would better align with hybrid work patterns and ease administrative tracking of

occasional remote work.42 SIFMA encouraged the MSRB to adopt the increase to the 30business day exclusion from municipal branch office designation for locations other than a

primary residence to 60-business days per year.43

However, certain comment letters advocated for the MSRB to further extend MSRB Rule

G-27(g)(ii)(A)(3)’s exclusion past the proposed 60 business days per calendar year limit in the

proposed rule change. SIFMA suggested that the MSRB consider a 120 business day per year

available at: https://www.msrb.org/sites/default/files/2026-03/All-Comments-to-Notice2026-01.pdf.

The MSRB will continue to consider separately the comments received on additional

areas of MSRB Rule G-27 that the MSRB should potentially amend through future

rulemaking efforts.

See ASA Letter at 2.

See SIFMA Letter at 4.

exclusion.44 ASA encouraged the MSRB to consider additional flexibility tied to supervisory risk

rather than fixed day counts, and to explicitly recognize that firms may rely on centralized

electronic surveillance to manage remote work. 45 BDA suggested that the MSRB remove the

distinction between primary residences or other locations and that the MSRB specify that

employees subject to supervision can work and be supervised remotely for up to 60 business

days per year regardless whether those days are spent at a primary residence or other location. 46

The MSRB appreciates the views expressed in the comment letters requesting additional

flexibility than provided for in the Request for Comment’s proposal to extend the 30-business

days per calendar exclusion from municipal branch office designation for non-primary residences

to 60 business days per calendar year. The MSRB recognizes that providing 90 business days per

calendar year would remain consistent with the objectives of the proposed rule change without

reducing investor and issuer protections, as the proposed 90-business days per calendar year

exclusion would only account for approximately one-third (35%) of the total 250 business days

typically in a year – thus the majority of municipal securities activities would still be conducted

at a municipal branch office location. As such, the proposed rule change would extend the

exclusion from municipal branch office designation for non-primary residences to 90 business

days per calendar year. The MSRB believes that an extension up to 90 business days per calendar

year will provide the industry with additional and reasoned flexibility, while also maintaining an

appropriate limit for registered persons to work from a non-primary residence location without

Id.

See ASA Letter at 2.

See BDA Letter at 3.

triggering municipal branch office designation. The MSRB believes that an extension to the

municipal branch office designation exclusion past 90 business days per calendar year at a

particular location would no longer qualify such location as a temporary location (i.e., as

occasional work from a non-primary residence location) and instead could be considered

regularly engaged in conduct under MSRB Rule G-27(g)(ii)(A)’s definition of municipal branch

office. In addition, the MSRB will consider the suggestions to remove the distinctions among

various types of offices and locations (including with respect to the treatment of primary

residences), or the reliance on a centralized supervision model, at a later date.

Structuring of Public Offering or Private Placements

The Request for Comment solicited comments on potentially excluding certain public

finance activities from MSRB Rule G-27(g)(i)’s definition of OMSJ by way of adding new

supplementary material explaining the scope of excluded public finance activities that would not

qualify as “structuring of public offerings or private placements” and would therefore not trigger

OMSJ designation.

The comment letters were generally in favor of this draft amended rule text. ASA stated

that they support the clarification of “structuring of public offerings or private placements” in the

definition of an OMSJ and that clarification would reduce uncertainty about which public

finance activities trigger OMSJ designation. 47 SIFMA stated that the proposed rule change is a

significant and positive development which creates necessary added clarity and recognizes that

some public finance activities commonly occur at a client site, while traveling, or otherwise

away from an OMSJ.48

See ASA Letter at 1.

See SIFMA Letter at 4.

BDA pointed out that its member firms have interpreted the meaning of “structuring of

public offerings or private placements” differently, and the confusion has led to a lack of

consistency in how dealers are complying with the rule. 49 As a result, BDA welcomed the

MSRB’s proposed rule change to provide clarity and consistency and urged the MSRB to

provide as much flexibility as possible around the specifics each firm might identify as their own

process for final approval within the proposed rule change. 50

Comment letters in support of the proposed rule change also provided suggestions as to

how to amend the draft language of the definition of excluded public finance activities. SIFMA

proposed removing references to bespoke recommendations, commitment of dealer capital or

other formal action with respect to a public offering or private placement conducted by the dealer

from proposed language in the Request for Comment’s definition of excluded public finance

activities.51 SIFMA further stated that its members believe that the final approval of a transaction

by the broker-dealer is what should be considered structuring. 52 BDA stated that it is important

that the proposed rule change allow firms to define a single, clear moment or event that meets the

criteria for structuring and not lead to a misinterpretation that multiple events within a

transaction would trigger OMSJ registration.53 The MSRB removed language referencing

bespoke recommendations from the definition of excluded public finance activities in the

See BDA Letter at 2.

Id.

See SIFMA Letter at 4-5.

See SIFMA Letter at 6.

See BDA Letter at 2-3.

Request for Comments in response to the comments received. As a result, the MSRB believes

that the proposed rule change is business model neutral and acknowledges that dealers may have

different business practices pertaining to the “structuring of public offerings or private

placements.”

One comment letter questioned whether the proposed rule change would allow a

municipal securities principal to supervise excluded public finance activities from a private

residence but may not engage in structuring from that residence. 54 The comment letter went on to

question whether the municipal securities principal would therefore need to go to a dealer’s

office to sign a bond purchase agreement, and argued that there is no supervisory benefit to be

gained by requiring a bond purchase agreement to be signed in the office of a dealer as opposed

to a primary residence. 55

As aforementioned, the final approval of a public offering or private placement

transaction, as used in proposed new Supplementary Material .07, would reference actions

internal to the dealer relating to the decision to approve such transaction. The timing of such

decisive action may vary depending on the specific transaction or the processes undertaken by a

specific dealer and may, for example, coincide with pricing and re-pricing, as necessary, in an

effort to get to verbal award. As the MSRB previously noted, the physical act of signing a bond

purchase agreement (i.e., formal award) is distinct from the meaning of “final approval” as used

within the proposed rule change and for purposes of this rule. Therefore, final approval would

not include the mere formality of executing a bond purchase agreement. Proposed new

See Henry Letter at 1.

See Henry Letter at 1-2.

Supplementary Material .07 would require dealers to adopt compliance policies and procedures

reasonably designed to make clear what action taken would constitute final approval of a public

offering or private placement transaction conducted by the dealer. Proposed new Supplementary

Material .07, would also require dealers to take into consideration all relevant factors in

determining what action taken constitutes final approval of a public offering or private placement

transaction to ensure dealers’ supervisory systems are reasonably designed to achieve compliance

with applicable securities laws and regulations, and with applicable Board rules.

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 selfregulatory 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 (https://www.sec.gov/rules/sro.shtml); or

•

Send an email to rule-comments@sec.gov. Please include File Number SR-MSRB-202604 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-2026-04. This file number should be

included on the subject line if email is used. To help the Commission process and review your

comments more efficiently, please use only one method. The Commission will post all

comments on the Commission’s Internet website (https://www.sec.gov/rules/sro.shtml). Copies

of the filing will be available for inspection and copying at the principal office of the MSRB. Do

not include personal identifiable information in submissions; you should submit only information

that you wish to make available publicly. We may redact in part or withhold entirely from

publication submitted material that is obscene or subject to copyright protection. All submissions

should refer to File Number SR-MSRB-2026-04 and should be submitted on or before [INSERT

DATE 21 DAYS AFTER DATE OF PUBLICATION IN THE FEDERAL REGISTER].

For the Commission, pursuant to delegated authority.56

Sherry R. Haywood,

Assistant Secretary.

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

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.