June 2, 2021

Jake Lesser
General Counsel
Municipal Securities Rulemaking Board
1300 I Street NW, Suite 1000
Washington, DC 20005

Re: SIFMA Concerns Regarding Amendments to Rules G-19 and G-48

Dear Mr. Lesser,

The Securities Industry and Financial Markets Association (“SIFMA”)1 appreciates this opportunity to address an issue regarding recent amendments to Rules G-19 and G-48 with the Municipal Securities Rulemaking Board (“MSRB”). As the MSRB continues its retrospective review of its rulebook, we appreciate the MSRB’s willingness to listen to industry members regarding their thoughts on the rulebook. We welcome this opportunity for a constructive conversation on this issue with the MSRB.

On June 25, 2020, the Municipal Securities Rulemaking Board (MSRB) received approval2 from the U.S. Securities and Exchange Commission (“Commission”) for amendments to MSRB rules that aligned MSRB rules to the Commission’s then recently adopted Rule 15l-1 under the Exchange Act3 (“Regulation Best Interest”). In MSRB Notice 2020-13 (the “Notice”), the MSRB announced the approval of harmonization of the MSRB rules with Regulation Best Interest. The Notice stated, “Regulation Best Interest was adopted to establish a new standard of conduct for broker-dealers and the natural person associated persons of a broker-dealer (collectively, “broker-dealers”) when they make a recommendation to a retail customer, defined generally as a natural person or the legal representative of such person, who receives and uses a recommendation from a broker-dealer primarily for personal, family, or household purposes, of any securities transaction or investment strategy involving securities (emphasis added).”4 There was no stated intent in Regulation Best Interest to change standards related to recommendations to institutional or clients other than retail customers who are natural persons.