Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Consisting of Amendments to MSRB Rule A-12, on Registration, and MSRB Rule A-13, on Underwriting and Transaction Assessments for Brokers, Dealers and Municipal Securities Dealers

Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act”) and Rule 19b-4 thereunder, notice is hereby given that on August 10, 2015, the Municipal Securities Rulemaking Board (the “MSRB” or “Board”) filed with the Securities and Exchange Commission (the “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.

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 consisting of amendments to MSRB Rule A-12, on registration, and MSRB Rule A-13, on underwriting and transaction assessments for brokers, dealers and municipal securities dealers (“proposed rule change”). The MSRB designated the proposed rule change as “establishing or changing a due, fee or other charge” under section 19(b)(3)(A)(ii) of the Act and Rule 19b-4(f)(2) thereunder, which renders the proposal effective upon filing with the Commission. The implementation date of the proposed amendment to Rule A-12 is October 1, 2015 and the implementation date for the proposed amendment to Rule A-13 is January 1, 2016.

The text of the proposed rule change is available on the MSRB's Web site at www.msrb.org/Rules-and-Interpretations/SEC-Filings/2015-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 purpose of the proposed rule change is to adjust certain existing MSRB fees applicable to dealers and municipal advisors that engage in municipal securities and municipal advisory activities (collectively “regulated entities”) to continue to assess reasonable fees necessary to defray the costs and expenses of operating and administering the MSRB.

The proposed rule change would amend Rule A-13 to decrease the existing underwriting fee from $.03 per $1,000 of par value to $.0275 per $1,000 of par value. Additionally, the proposed rule change would amend Rule A-12 to (i) increase the initial registration fee from $100 to $1,000 and (ii) increase the annual registration fee from $500 to $1,000. Further, the proposed rule change would amend Rule A-13(c)(iii) to clarify that securities issued pursuant to a commercial paper program are not subject to the transaction fee.

Holistic Review of MSRB Fees

The MSRB assesses regulated entities various fees designed to defray the cost of its operations, including rulemaking, market transparency and educational initiatives that fulfill its Congressional mandate to, among other things, protect investors and municipal entities by promoting the fairness and efficiency of the $3.7 trillion municipal securities market. The MSRB provides investors, state and local governments and other market participants with free access to disclosure and transparency information in the municipal securities market through its Electronic Municipal Market Access (EMMA®) Web site, the official repository for information on virtually all municipal bonds. Additionally, the MSRB serves as an objective resource on the municipal market, conducts extensive education and outreach to market participants, and provides market leadership on key issues impacting the municipal securities market.

Section 15B(b)(2)(J) of the Act provides, in pertinent part, that each dealer and municipal advisor shall pay to the Board such reasonable fees and charges as may be necessary or appropriate to defray the costs and expenses of operating and administering the Board and that the MSRB shall have rules specifying the amount of such fees. The current MSRB fees are:

1. Municipal advisor professional fee (Rule A-11) $300 annual fee to be paid for each Form MA-I filed with the SEC by the municipal advisor;

2. Initial registration fee (Rule A-12) $100 one-time registration fee to be paid by each dealer to register with the MSRB prior to engaging in municipal securities activities and each municipal advisor to register with the MSRB prior to engaging in municipal advisory activities;

3. Annual registration fee (Rule A-12) $500 annual fee to be paid by each dealer and municipal advisor registered with the MSRB;

4. Underwriting fee (Rule A-13) .003% ($.03 per $1,000) of the par value to be paid by a dealer, except in limited circumstances, for all municipal securities purchased from an issuer by or through such dealer, whether acting as principal or agent, as part of a primary offering;

5. Transaction fee (Rule A-13) .001% ($.01 per $1,000) of the total par value to be paid by a dealer, except in limited circumstances, for inter-dealer sales and customer sales reported to the MSRB pursuant to MSRB Rule G-14(b);

6. Technology fee (Rule A-13) $1.00 paid by a dealer per transaction for each inter-dealer sale and for each sale to customers reported to the MSRB pursuant to MSRB Rule G-14(b); and

7. Examination fee (Rule A-16) $150 test development fee assessed per candidate for each MSRB examination.

In addition, the MSRB charges data subscription and service fees for subscribers, including dealers and municipal advisors, seeking direct electronic delivery of municipal trade data and disclosure documents associated with municipal bond issues.

Over the course of the current fiscal year, the Board has undertaken a holistic review of the fees assessed on regulated entities. The last such review occurred in 2010 and culminated with amendments to Rule A-13, specifically a transaction fee increase from $.005 to $.01 per $1,000 of the total par value of inter-dealer and customer sales reported to the MSRB and the establishment of a $1.00 technology fee per transaction for each inter-dealer and customer sale reported to the MSRB. These two changes were necessitated by increasing costs, including those associated with implementing the mandates of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) and the need for additional revenue to replace aging and outdated information technology software and hardware and ensure the operational integrity of the MSRB's information systems. The funds generated from the technology fee have been segregated for accounting purposes and dedicated solely to funding capital expenses for technology investments in capitalized hardware and software.

Since 2011, the MSRB has successfully reached and now exceeds the operating reserve target of twelve months of operating expenses and has accumulated the reserve target of three times the annual information technology depreciation expenses. The annual technology fee revenues exceed the annual information technology capital draws and have provided the funding to establish the targeted technology renewal fund. In fact, once the reserve target was met, excess revenues created a surplus over the reserve target, resulting in the Board approving a technology fee rebate of $3.6 million in July 2014.

The Board recognized that, with the current revenue and information technology capital spend rate for capitalized hardware and software, the surplus in the segregated technology fund would continue to grow. Meanwhile, the Board noted that operating reserves are projected to fall to 12 months of operating expenses in fiscal year 2017 and continue to decline thereafter because operating expenses continue to modestly rise annually while the current primary revenue sources to fund these operating expenses are projected to be effectively flat. This decline in reserves could accelerate if bond and trade volumes fall below projected levels causing funds from market activity fees to decrease. The inverse relationship between the projected growing surplus in the technology renewal fund and the potential erosion of operating reserves in the next few years was the catalyst for the Board to conduct a holistic fee review.

The Board evaluated the assessment of MSRB fees on regulated entities with the goal of better aligning revenue sources with operating expenses and all capital needs. The Board strives to diversify funding sources among regulated entities and other entities that fund MSRB services in a manner that ensures long-term sustainability, while continuing to strike an equitable balance among regulated entities and a fair allocation of the expenses of the regulatory activities, systems development and operational activities undertaken by the MSRB. Proxies used by the Board for fairly allocating to regulated entities the cost of MSRB regulation include, but are not limited to: Being registered to engage in municipal securities or municipal advisory activities; the level of dealer market activity as determined by the number of transactions executed and total par value of transactions executed; and the number of associated persons engaged in municipal advisory activities on behalf of a registered municipal advisor. Recognizing that in any given year there could be more or less activity by a particular class of regulated entities, the Board, as it has historically, sought to establish a fee structure that would result in a balanced and reasonable contribution over the long run from all regulated entities to defray the costs and expenses of operating and administering the MSRB.

The proposed changes resulting from the Board's holistic fee review are summarized below.

Annual and Initial Fees Under MSRB Rule A-12

The current annual registration fee of $500 pursuant to Rule A-12 is paid by each of the over 2,000 regulated entities registered with the MSRB. While the annual fee amount has not been changed since 2009, the share of total expenses that the annual fees defray has continued to decrease. For example, the total annual fees collected in 2009 defrayed nearly 5% of total expenses whereas the total annual fee amounts currently defray only approximately 3.5% of total expenses despite an increase in the number of regulated entities associated with the registration of municipal advisors post Dodd-Frank. In addition, approximately 35% of the entities registered with the MSRB as dealers do not regularly engage in any municipal securities trade activity subject to market activity fee assessments under Rule A-13. Therefore, the annual fee is the primary way dealers who may only engage in municipal fund securities business (i.e., 529 college savings plan sales and Local Government Investment Pool sales) or have the occasional municipal bond sale share in the costs and expenses of operating and administering the MSRB. Thus, an increase in the annual fee from $500 to $1,000 provides for all regulated entities to more fairly contribute to defraying the costs and expenses of operating and administering the MSRB.

Similarly, the Board concluded that an increase in the initial registration fee under Rule A-12 from $100 to $1,000 was reasonable to help defray a significant portion of the administrative and operational costs associated with processing an initial registration. The fee for initial registration has not been increased since its inception in 1975 and, as a result, is low for an initial registration fee. In an effort to not overburden the municipal advisor community, the Board did not consider an increase to the initial registration fee throughout the post Dodd-Frank initial registration process.

Together, the increase in the annual and initial fees would provide approximately $1 million in annual revenue. The MSRB believes the proposed increase in registration fees will equitably defray the expenses of MSRB operations and allow the MSRB to lower underwriting fees by an offsetting amount to achieve a more balanced distribution of fees.

Market Activity Fees Under MSRB Rule A-13

The market activity fees (i.e., underwriting, transaction and technology fees) assessed under Rule A-13 represent 85% of the MSRB's fiscal year 2014 total revenue. In 2014, of the over 2000 dealers and municipal advisors registered with the MSRB, roughly 140 dealers were assessed underwriting fees and 840 dealers were assessed transaction and technology fees. The underwriting and transaction fees, which are generally proportionate to a dealer's relative dollar volume of activity within the industry, are based on the par value amount of underwriting and customer and inter-dealer transactions during the year. The technology fee is based on a dealer's participation in the market as measured by the total number of inter-dealer and customer sales reported to the MSRB, rather than par value, and coupled with the transaction and underwriting fees, contribute to an equitable distribution of the market activity assessments for dealers. However, the assessment of these market activity fees is highly concentrated among a small number of dealers; based on fiscal year 2014 fee revenue, less than a dozen dealers paid 52% of all such fees. The Board determined that, notwithstanding this concentration, these market activity fees are reasonable in light of the level of participation in the municipal securities market by these dealers.

Underwriting Fee

With organizational reserves (operating reserves and the technology renewal fund) currently above targeted levels and future year financial pro formas indicating declines in aggregate reserve levels (while remaining slightly above targeted levels), coupled with the increase in registration fees, the Board determined to decrease the underwriting fee from .003% ($.03) to .00275% ($.0275) per $1,000 of the par value. Based on underwriting volume ranging from $300 billion to $400 billion annually, the decrease in the underwriting fee will reduce MSRB revenue by approximately $1 million annually. The Board decided to lower the underwriting fee for several reasons. First, the fee is based on the assessment factor (i.e., par value of underwriting) that is the most volatile year over year. Second, as noted above, underwriting fees are paid primarily by a small number of dealers, all of which also pay significant transaction and technology fees, making some relief to such firms equitable. Additionally, for each new underwriting, the sales of the initial offering are subject to all three market activity fees such that a decrease in the underwriting fee on initial bond sales is fair and reasonable.

Technology Fee

The technology fee was implemented in January 2011 to fund capitalized hardware and software for the MSRB market transparency systems. At that time, the MSRB stated the assessment of the technology fee would be reviewed periodically. The MSRB's market transparency systems collect municipal market data, disclosures and statistics and make this information available to investors and the public, primarily through the EMMA Web site, at no cost. Almost five years after the implementation of the technology fee, the ongoing information technology support and operational costs of maintaining and servicing EMMA, the Real-time Transaction Reporting System (“RTRS”), the Short-term Obligation Rate Transparency (“SHORT”) system, as well as other market transparency systems, exceeds capital needs for new hardware and software. In fact, the annual operating costs of the market transparency systems in fiscal year 2014 were approximately $14 million, which represents an almost doubling of the expenses for the market transparency systems from $7.2 million in fiscal year 2008 prior to the launch of EMMA, and far exceeds the approximately $7 million generated annually from the technology fee.

The Board evaluated reducing the technology fee because the target to maintain three-times the annual information technology depreciation expenses has been met. However, based on its analysis, the Board recognized that without proposing a new fee on regulated entities, the total revenue generated from all sources, excluding the technology fee, would be inadequate to fund projected operational expenses of the organization. When the technology fee was introduced in 2011, it was believed that assessing a fee on a per trade basis established a more balanced distribution of fees on dealers and their activities, which the Board continues to support. The Board determined during the holistic fee review that, if a new fee for regulated entities was proposed, assessing the fee based on the number of trades would be the appropriate measure. The Board considered the potential for additional operational and compliance costs to both dealers and the MSRB in implementing a new fee assessment and did not believe additional costs were warranted when, instead of implementing a new fee based on the number of trades, it would be reasonable to continue to assess the technology fee at its current amount, provided that the revenue collected would be available for funding all MSRB operations. Understanding that technology related expenses currently account for nearly 50% of the costs and expenses of operating and administering the MSRB, the Board concluded that all fees collected from regulated entities should be aggregated and available for the most appropriate organizational uses. Therefore, to achieve adequate funding aligned with expense levels, the Board determined to continue to assess a technology fee ($1.00 per transaction for each inter-dealer municipal securities sale and for each sale to customers), but that the revenue from the technology fee will no longer be designated exclusively for capitalized hardware and software expenses.

Transaction Fee

The transaction fee is assessed on the total par value of inter-dealer and customer sales reported to the MSRB by dealers under Rule G-14(b). Rule A-13(c)(iii) exempts from this fee sale transactions in municipal securities that have a final stated maturity of nine months or less or that, at the time of trade, may be tendered at the option of the holder to an issuer of such securities or its designated agent for redemption or purchase at par value or more at least as frequently as every nine months until maturity, earlier redemption, or purchase by an issuer or its designated agent. The Board continues to support such exemptions recognizing that, given the traditionally low short-term interest rates on such short-term instruments, charging fees on such instruments may impair the market for these products. While the transaction fee has never been applicable to commercial paper, which usually has a final stated maturity of nine months or less, there are occasions when the maturity date of commercial paper is extended past a nine-month maturity date, which raises a question as to whether the transaction fee would then apply. During its holistic fee review, the Board confirmed that, even in cases of the extended maturity date, commercial paper issues should remain exempt from the transaction fee. Accordingly, the proposed rule change adds language to the exemption provisions in MSRB Rule A-13(c)(iii) to clarify that the exemption from the transaction fee assessment also applies to securities issued pursuant to a commercial paper program.

Fees Not Being Modified

The municipal advisor professional fee under Rule A-11 currently assesses $300 per professional for each Form MA-I filed with the Commission as of January 31 of each year. In establishing that fee, the MSRB had targeted fees generated from municipal advisors under Rule A-11 to provide revenue of approximately $2 million annually, or approximately 5% of total MSRB revenue; however, such fees are currently expected to generate only approximately $1.17 million, or approximately 3% of total revenue in fiscal year 2016. This decrease is a result of the number of municipal advisor professionals for whom Forms MA-I have been filed with the Commission being fewer than originally estimated. The Board recognized the significant costs associated with developing a new regulatory regime for municipal advisors for the protection of investors, municipal entities and obligated persons and acknowledged that to generate the targeted revenue level, the professional fee for each person that engages in municipal advisory activities on behalf of a municipal advisor may need to be increased. However, the Board determined to not make any changes to the professional fee at this time but to revisit the fee in the future providing additional time for the municipal advisor regulations and business models to more fully develop.

The professional examination fees established under Rule A-16 were increased from $60 to $150 effective April 1, 2015. The Board believes that no further adjustment is currently warranted.

Data subscription service fees were studied and examined in fiscal year 2014 and revised effective April 1, 2014. Fees for the Comprehensive Transaction data service, the RTRS service and the SHORT service were increased by 10% at that time. Since that increase, the number of subscribers has increased by 4.4%, indicating the continuing reasonableness of the prior fee increase. The Board believes that no further adjustments are currently warranted.

2. Statutory Basis

The MSRB believes that the proposed rule change is consistent with section 15B(b)(2)(J) of the Act which requires, in pertinent part, that the MSRB's rules shall provide that each municipal securities broker, municipal securities dealer, and municipal advisor shall pay to the Board such reasonable fees and charges as may be necessary or appropriate to defray the costs and expenses of operating and administering the Board and that such rules shall specify the amount of such fees and charges.

The MSRB believes that its rules provide for reasonable dues, fees and other charges among registered entities. The MSRB believes that the proposed fees are reasonable and necessary to fund MSRB services in a manner that ensures long-term sustainability, seeking to achieve an equitable balance among regulated entities and a fair allocation of the expenses of the regulatory activities, system development and operational activities undertaken by the MSRB. The proposed rule change would maintain the total amount of fees collected by the MSRB at approximately the same levels while continuing to ensure that the MSRB maintains sufficient reserves to meet its regulatory responsibilities.

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

Section 15B(b)(2)(C) of the 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 Act. In addition, section 15B(b)(2)(L)(iv) of the Act provides that MSRB rules “not impose a regulatory burden on small municipal advisors that is not necessary or appropriate in the public interest and for the protection of investors, municipal entities, and obligated persons, provided that there is robust protection of investors against fraud.”

In considering these standards, the MSRB was guided by the Board's Policy on the Use of Economic Analysis. The MSRB does not believe that the proposed rule changes will impose additional burdens on competition that are not necessary or appropriate in furtherance of the purposes of the Act.

The Board believes the increase in the initial fee under Rule A-12 from $100 to $1,000 is necessary and appropriate to ensure that new registrants cover a significant portion of the MSRB administrative costs of processing an initial registration. The MSRB recognizes the possibility that these fees may represent an initial barrier to entry. The Board is not aware of data or other information that would allow for a quantification of the potential impact of this fee increase, but based on experience expects the impact to be small and unlikely to negatively impact the competitiveness of municipal securities or municipal advisor markets in which the registrants participate. Further, the Board notes that firms wishing to engage in municipal securities activities and/or municipal advisory activities face other costs associated with complying with applicable laws and regulations. Based on the Board's experience, the one-time initial fee for registration, even at its proposed new level of $1,000, represents a relatively small share of the typically associated legal and regulatory compliance costs. The MSRB anticipates that a potential market entrant who is actually deterred by this fee may likely find it difficult to fully comply with the other regulatory and legal requirements associated with the market in which it wishes to offer services.

The Board believes the increase in the annual fee under Rule A-12 from $500 to $1,000 is necessary and appropriate to ensure that MSRB registrants that do not regularly engage in the market activities assessed under Rule A-13, but nonetheless participate in the municipal securities market more broadly, share in the costs and expenses of operating and administering the MSRB. The MSRB recognizes that it is possible that these fees may cause a small number of firms with limited attachment to the municipal securities market to exit or further reduce their activity. The Board is not aware of data or other information that would allow for a quantification of this potential impact, but based on experience expects the impact to be small and unlikely to negatively impact the competitiveness of the municipal securities or municipal advisor markets in which registrants participate. Further, the Board notes that firms wishing to engage in municipal securities activities and/or municipal advisory activities face other costs associated with complying with applicable laws and regulations. Based on the Board's experience, the annual fee, even at its proposed new level of $1,000, represents a relatively small share of the typically associated annual legal and regulatory compliance costs. The MSRB anticipates that a registrant who is adversely impacted by a $500 per year increase may likely find it difficult to fully comply with the other regulatory and legal requirements associated with the market in which it wishes to offer services.

The Board is not making any changes to the municipal advisor professional fee under Rule A-11 at this time. Therefore, the only fee increase affecting small municipal advisors is that to the annual, per-firm registration fee. The MSRB recognizes that any fee that is assessed on a per firm basis, rather than activity basis, will likely represent a greater share of a small firm's revenue than it will a larger firm's revenue and that this could cause some small firms to exit the market. However, the Board believes that in most cases, the annual fee will represent a very small percentage of a firm's revenue. As noted above, the Board also believes that a firm that is adversely impacted by a $500 per year increase may find it difficult to fully comply with the other regulatory and legal requirements associated with the market in which it wishes to offer services. Further, as the SEC concluded in its final rule on the permanent registration of municipal advisors, the market would be likely to remain competitive despite the potential exit of some municipal advisors (including small entity municipal advisors), consolidation of municipal advisors, or lack of new entrants into the market.

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

Written comments were neither solicited nor received on the proposed rule change.

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

The forgoing rule change has become effective pursuant to section 19(b)(3)(A) of the Act and paragraph (f) of Rule 19b-4 thereunder. The amendments to Rule A-12 will have an implementation date of October 1, 2015 and the amendments to Rule A-13 will have an implementation date of January 1, 2016. At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act.

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 rule-comments@sec.gov. Please include File Number SR-MSRB-2015-08 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-2015-08. 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 Web site ( 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 Web site 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; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-MSRB-2015-08 and should be submitted on or before September 18, 2015.