March 7, 2023

VIA ELECTRONIC SUBMISSION
Vanessa A. Countryman
Secretary
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Re: File Number SR–MSRB–2023–02; Notice of Filing of a Proposed Rule Change to Create New MSRB Rule G-46, on Duties of Solicitor Municipal Advisors, and to Amend MSRB Rule G-8, on Books and Records

Dear Ms. Countryman,

The Securities Industry and Financial Markets Association (“SIFMA”)1 appreciates this opportunity to provide input to the Securities and Exchange Commission (“SEC”) on the Municipal Securities Rulemaking Board’s (“MSRB’s”) Proposed Rule Change to Create New MSRB Rule G-46, on Duties of Solicitor Municipal Advisors, and to Amend MSRB Rule G-8, on Books and Records (the “Filing”).2

Proposed MSRB Rule G-46 continues to be unclear or unworkable in a number of areas. SIFMA members believe that:

• The proposed MSRB Rule G-46 is confusing and unnecessary as many solicitor municipal advisors are already regulated by SEC pursuant to the Investment Advisers Act.3

• A safe harbor for inadvertent solicitations is critical in light of the ambiguity about the timing of disclosures, as is additional clarity.

For these reasons, we urge the SEC to disapprove this Filing.

 

1 SIFMA is the leading trade association for broker-dealers, investment banks and asset managers operating in the U.S. and global capital markets. On behalf of our industry’s nearly 1 million employees, we advocate for legislation, regulation and business policy, affecting retail and institutional investors, equity and fixed income markets and related products and services. We serve as an industry coordinating body to promote fair and orderly markets, informed regulatory compliance, and efficient market operations and resiliency. We also provide a forum for industry policy and professional development. SIFMA, with offices in New York and Washington, D.C., is the U.S. regional member of the Global Financial Markets Association (GFMA).

2 88 Fed. Reg. 9560 (Feb. 14, 2023).

3 Investment Advisors Act of 1940 (54 Stat. 847, 15 U.S.C. 80b-1 – 80b-2).