Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Order Granting Approval of a Proposed Rule Change To Amend MSRB Rules A-11 and A-13 Pursuant to a Multi-Year Rate Card and To Make Related Technical Amendments

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. 34-104477; File No. SR-MSRB-2025-02]</DEPDOC> <SUBJECT>Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Order Granting Approval of a Proposed Rule Change To Amend MSRB Rules A-11 and A-13 Pursuant to a Multi-Year Rate Card and To Make Related Technical Amendments</SUBJECT> <DATE>December 19, 2025.</DATE> <HD SOURCE="HD1">I. Introduction</HD> On September 30, 2025, the Municipal Securities Rulemaking Board (“MSRB”) filed with the Securities and Exchange Commission (“SEC” or “Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act” or “Exchange Act”)  <SU>1</SU> <FTREF/> and Rule 19b-4 thereunder, <SU>2</SU> <FTREF/> a proposed rule change to (i) amend MSRB Rule A-11, on assessments for municipal advisor professionals (“Rule A-11”), to establish new rates of certain assessments on municipal advisors pursuant to a multi-year rate card, (ii) amend MSRB Rule A-13, on underwriting and transaction assessments for brokers, dealers, and municipal securities dealers (“Rule A-13”), to establish new rates of certain assessments on brokers, dealers, and municipal securities dealers (collectively, “dealers” and, together with municipal advisors, “regulated entities”) pursuant to a multi-year rate card, and (iii) make certain related technical amendments to Rules A-11 and A-13 (collectively, the “proposed rule change”). <SU>3</SU> <FTREF/> <FTNT> <SU>1</SU>  15 U.S.C. 78s(b)(1). </FTNT> <FTNT> <SU>2</SU>  17 CFR 240.19b-4. </FTNT> <FTNT> <SU>3</SU>   <E T="03">See</E> Exchange Act Release No. 104154 (Sept. 30, 2025), 90 FR 48082 (Oct. 3, 2025) (File No. SR-MSRB-2025-02) (“Notice”). </FTNT> The MSRB requested that the proposed rule change be approved with an effective date of January 1, 2026, provided that if approved by the Commission after January 1, 2026, the proposed rule change be made effective as of the first day of the month following Commission approval. <SU>4</SU> <FTREF/> <FTNT> <SU>4</SU>   <E T="03">See</E> Notice, 90 FR at 48082. </FTNT> The proposed rule change was published for comment in the <E T="04">Federal Register</E> on October 3, 2025. <SU>5</SU> <FTREF/> The Commission received four comment letters  <SU>6</SU> <FTREF/> on the proposed rule change. Pursuant to a notice published in the <E T="04">Federal Register</E> on November 17, 2025, the date by which the Commission shall either approve or disapprove, or institute proceedings to determine whether to disapprove, the proposed rule change was extended from November 17, 2025, to January 1, 2026. <SU>7</SU> <FTREF/> On December 2, 2025, the MSRB responded to the comment letters. <SU>8</SU> <FTREF/> As described further below, the Commission is approving the proposed rule change with an effective date of January 1, 2026. <FTNT> <SU>5</SU>   <E T="03">See id.</E> </FTNT> <FTNT> <SU>6</SU>   <E T="03">See</E> Letter from Leslie M. Norwood, Managing Director and Associate General Counsel, Securities Industry and Financial Markets Association, dated October 24, 2025 (“SIFMA Letter”); Letter from Susan Gaffney, Executive Director, National Association of Municipal Advisors, dated October 24, 2025 (“NAMA Letter”); Letter from Michael Decker, Senior Vice President, Bond Dealers of America, dated October 24, 2025 (“BDA Letter”); and Letter from Robert Laorno, General Counsel, ICE Bonds Securities Corporation, dated October 24, 2025 (“ICE Bonds Letter”). </FTNT> <FTNT> <SU>7</SU>   <E T="03">See</E> Exchange Act Release No. 104173 (Nov. 3, 2025), 90 FR 51424, 51424-25 (Nov. 17, 2025) (File No. SR-MSRB-2025-02). </FTNT> <FTNT> <SU>8</SU>   <E T="03">See</E> Letter to Secretary, Commission, from Ernesto A. Lanza, Chief Regulatory and Policy Officer, MSRB, dated December 2, 2025 (“MSRB Letter”). </FTNT> <HD SOURCE="HD1">II. Description of the Proposed Rule Change</HD> <HD SOURCE="HD2">A. Background</HD> The MSRB established its annual rate card model in 2022. <SU>9</SU> <FTREF/> Pursuant to the annual rate card model, in November 2023, the MSRB filed with the Commission proposed amendments to Rules A-11 and A-13 to institute the rate card fees for 2024 (the “2024 Rate Card Proposal”). <SU>10</SU> <FTREF/> Five comment letters were submitted to the Commission in response to the 2024 Rate Card Proposal, all of which highlighted concerns, among others, related to the MSRB's rate setting processes and the volatility and unpredictability of rates under the annual rate card model. <SU>11</SU> <FTREF/> On January 29, 2024, the Commission temporarily suspended and instituted proceedings to determine whether to approve or disapprove the 2024 Rate Card Proposal. <SU>12</SU> <FTREF/> The MSRB then withdrew the 2024 Rate Card Proposal on February 16, 2024. <SU>13</SU> <FTREF/> <FTNT> <SU>9</SU>   <E T="03">See</E> Exchange Act Release No. 95417 (Aug. 3, 2022), 87 FR 48530 (Aug. 9, 2022) (File No. SR-MSRB-2022-06). <E T="03">See also</E> MSRB Notice 2022-06, MSRB Revises and Resubmits Annual Rate Card Amendments (July 29, 2022), available at <E T="03">https://www.msrb.org/sites/default/files/2022-09/2022-06.pdf.</E> The amendments to Rules A-11 and A-13 made by the 2022 filing, together with the MSRB's then-current funding policy, constituted the rate card model instituted at that time. <E T="03">See</E> Notice, 90 FR at 48083, note 4. </FTNT> <FTNT> <SU>10</SU>   <E T="03">See</E> Exchange Act Release No. 99096 (Dec. 6, 2023), 88 FR 86188 (Dec. 12, 2023) (File No. SR-MSRB-2023-06). </FTNT> <FTNT> <SU>11</SU>  All comment letters received in connection with 2024 Rate Card Proposal, and the MSRB's response thereto, are available at <E T="03">https://www.sec.gov/comments/sr-msrb-2023-06/srmsrb202306.htm.</E> </FTNT> <FTNT> <SU>12</SU>   <E T="03">See</E> Exchange Act Release No. 99444 (Jan. 29, 2024), 89 FR 7424 (Feb. 2, 2024) (File No. SR-MSRB-2023-06). </FTNT> <FTNT> <SU>13</SU>   <E T="03">See</E> Exchange Act Release No. 99577 (Feb. 21, 2024), 89 FR 14552 (Feb. 27, 2024) (File No. SR-MSRB-2023-06). </FTNT> Since withdrawing the 2024 Rate Card Proposal, the MSRB has reported that it has held outreach meetings with industry groups representing regulated entities and other stakeholders to discuss the MSRB's budget and rate card process. <SU>14</SU> <FTREF/> The MSRB also issued a Request for Information (“RFI”) on its rate card process on October 30, 2024, soliciting feedback from stakeholders on the MSRB's rate setting process, the distribution of fees across regulated entities generally, and the MSRB's management of its organizational reserve funds. <SU>15</SU> <FTREF/> The MSRB received comments in response to the RFI, focusing on, among other matters, the volatility and unpredictability of the annual rate card model and strategies for management of reserve levels. <SU>16</SU> <FTREF/> The MSRB subsequently revised its funding policy, effective October 1, 2025 (“Revised Funding Policy”), to replace its annual rate setting process with a new multi-year rate setting process (the “Multi-Year Rate Card Process”). <FTREF/> <SU>17</SU> According to the MSRB, this Multi-Year Rate Card Process, the MSRB's fiscal year 2026 budget, and the proposed rule change were developed after considering the RFI responses and feedback received from the MSRB's outreach to stakeholders. <SU>18</SU> <FTREF/> <FTNT> <SU>14</SU>   <E T="03">See</E> Notice, 90 FR at 48083, note 10. </FTNT> <FTNT> <SU>15</SU>   <E T="03">See</E> MSRB Notice 2024-14, Request for Information on the MSRB's Rate Card Process (Oct. 30, 2024), available at <E T="03">https://www.msrb.org/sites/default/files/2024-10/MSRB-Notice-2024-14.pdf. See also</E> Notice, 90 FR at 48083. </FTNT> <FTNT> <SU>16</SU>  All comment letters received in response to the RFI are available at <E T="03">https://www.msrb.org/sites/default/files/2025-02/All-Comments-to-Notice-2024-14.pdf.</E> </FTNT> <FTNT> <SU>17</SU>  The Revised Funding Policy is available at <E T="03">https://www.msrb.org/MSRB-Funding-Policy-1.</E> The prior Funding Policy is available at <E T="03"> https:// web.archive.org/web/20250715224839/https://www.msrb.org/MSRB-Funding-Policy-0. </E> </FTNT> <FTNT> <SU>18</SU>   <E T="03">See</E> Notice, 90 FR at 48083. </FTNT> <HD SOURCE="HD2">B. Summary of the Proposed Rule Change</HD> As discussed below and in the Notice, the proposed rule change would amend Rules A-11 and A-13 to establish new rates of certain assessments on municipal advisors under Rule A-11 and dealers under Rule A-13 pursuant to the new Multi-Year Rate Card Process, as well as to make certain related technical amendments. <SU>19</SU> <FTREF/> Rule A-11 currently requires municipal advisors to pay to the MSRB a recurring annual fee (the “Municipal Advisor Professional Fee”) for each associated person qualified as a municipal advisor representative under MSRB Rule G-3 and for whom the municipal advisor has on file with the Commission an active Form MA-I as of January 31 of the applicable year (“covered professional”). Rule A-13 currently requires dealers to pay (a) an underwriting fee under Rule A-13(b) (the “Underwriting Fee”) for municipal securities purchased from an issuer by or through such dealer as part of a primary offering, (b) a transaction fee under Rule A-13(d)(i) and (ii) (the “Transaction Fee”) based on the par amount traded in inter-dealer trades and customer sales, and (c) a trade count fee under Rule A-13(d)(iv)(a) and (b) (the “Trade Count Fee”) based on the number of inter-dealer trades and customer sales (collectively, the “Market Activity Fees,” and together with the Municipal Advisor Professional Fee, the “Rate Card Fees”). <FTNT> <SU>1 ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 48k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━