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[Release No. 34-104477; File No. SR-MSRB-2025-02]

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

December 19, 2025.

Introduction

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”)1 and Rule 19b-4

thereunder,2 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”).3

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

17 CFR 240.19b-4.

See Exchange Act Release No. 104154 (Sept. 30, 2025), 90 FR 48082 (Oct. 3, 2025)

(File No. SR-MSRB-2025-02) (“Notice”).

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.4

The proposed rule change was published for comment in the Federal Register on October

3, 2025.5 The Commission received four comment letters6 on the proposed rule change. Pursuant

to a notice published in the Federal Register 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,

2026.7 On December 2, 2025, the MSRB responded to the comment letters.8 As described further

below, the Commission is approving the proposed rule change with an effective date of January

1, 2026.

II.

Description of the Proposed Rule Change

Background

See Notice, 90 FR at 48082.

See id.

See 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”).

See Exchange Act Release No. 104173 (Nov. 3, 2025), 90 FR 51424, 51424-25 (Nov. 17,

2025) (File No. SR-MSRB-2025-02).

See Letter to Secretary, Commission, from Ernesto A. Lanza, Chief Regulatory and

Policy Officer, MSRB, dated December 2, 2025 (“MSRB Letter”).

The MSRB established its annual rate card model in 2022.9 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”).10

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.11 On

January 29, 2024, the Commission temporarily suspended and instituted proceedings to

determine whether to approve or disapprove the 2024 Rate Card Proposal.12 The MSRB then

withdrew the 2024 Rate Card Proposal on February 16, 2024.13

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

See Exchange Act Release No. 95417 (Aug. 3, 2022), 87 FR 48530 (Aug. 9, 2022) (File

No. SR-MSRB-2022-06). See also MSRB Notice 2022-06, MSRB Revises and

Resubmits Annual Rate Card Amendments (July 29, 2022), available at

https://www.msrb.org/sites/default/files/2022-09/2022-06.pdf. 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. See Notice, 90 FR at 48083,

note 4.

See Exchange Act Release No. 99096 (Dec. 6, 2023), 88 FR 86188 (Dec. 12, 2023) (File

No. SR-MSRB-2023-06).

All comment letters received in connection with 2024 Rate Card Proposal, and the

MSRB’s response thereto, are available at https://www.sec.gov/comments/sr-msrb-202306/srmsrb202306.htm.

See Exchange Act Release No. 99444 (Jan. 29, 2024), 89 FR 7424 (Feb. 2, 2024) (File

No. SR-MSRB-2023-06).

See Exchange Act Release No. 99577 (Feb. 21, 2024), 89 FR 14552 (Feb. 27, 2024) (File

No. SR-MSRB-2023-06).

discuss the MSRB’s budget and rate card process.14 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.15 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.16

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”).17 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.18

Summary of the Proposed Rule Change

As discussed below and in the Notice, the proposed rule change would amend Rules A-

See Notice, 90 FR at 48083, note 10.

See MSRB Notice 2024-14, Request for Information on the MSRB’s Rate Card Process

(Oct. 30, 2024), available at https://www.msrb.org/sites/default/files/2024-10/MSRBNotice-2024-14.pdf. See also Notice, 90 FR at 48083.

All comment letters received in response to the RFI are available at

https://www.msrb.org/sites/default/files/2025-02/All-Comments-to-Notice-2024-14.pdf.

The Revised Funding Policy is available at https://www.msrb.org/MSRB-FundingPolicy-1. The prior Funding Policy is available at

https://web.archive.org/web/20250715224839/https://www.msrb.org/MSRB-FundingPolicy-0.

See Notice, 90 FR at 48083.

11 and A-13 to establish new rates of certain assessments on municipal advisors under Rule A11 and dealers under Rule A-13 pursuant to the new Multi-Year Rate Card Process, as well as to

make certain related technical amendments.19 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 A13(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”).

Proposed Multi-Year Rate Card Fees

The proposed rule change would establish Rate Card Fees for the next four calendar

years: 2026, 2027, 2028, and 2029 (the “proposed Multi-Year Rate Card”).20 The Municipal

See Notice, 90 FR at 48082-85. Underwriting assessments charged pursuant to Rule A13(c) to dealers acting as underwriters of certain municipal fund securities are not

included in the assessment rates that would be amended by this proposed rule change.

See Notice, 90 FR at 48082, note 3.

See Notice, 90 FR at 48083-84. The Municipal Advisor Professional Fee included in the

proposed new Rate Card Fees, for each year covered by the proposed rule change, would

be set out in Supplementary Material .01 of Rule A-11. See Notice, 90 FR at 48084, note

14. Each of the Market Activity Fees included in the proposed new Rate Card Fees would

be set out in Supplementary Material .01(a)(i)-(iii) of Rule A-13. See id.

Advisor Professional Fee included in the proposed Rate Card Fees for each of these years would

be operative from January 1 of each calendar year until December 31 for that year and the

Market Activity Fees included in the proposed Rate Card Fees would be operative from January

1, 2026 until December 31, 2029.21 The proposed rule change would also require that any

subsequent multi-year rate cards be established by amendment to Rules A-11 and A-13 and in

accordance with the principles and guidelines of the MSRB’s Revised Funding Policy, available

at https://www.msrb.org/MSRB-Funding-Policy-1.22

Additionally, the proposed rule change would establish credits (“Temporary Credits”) of

45% applied to Market Activity Fees in 2026 and 2027, which would result in a reduction in the

amounts to be assessed to and paid by dealers for Market Activity Fees during such years.23 The

See Notice, 90 FR at 48084.

See id. As noted above, the Revised Funding Policy became effective as of October 1,

2025. Any future revisions to the Revised Funding Policy must be approved by the

MSRB’s board of directors and would be posted on the MSRB website at

https://www.msrb.org/MSRB-Funding-Policy-1. See Notice, 90 FR at 48084, note 17.

Revisions to the Revised Funding Policy would not result in changes to the rates of filed

Rate Card Fees absent a rule filing with the Commission, but instead would have an

impact on future rate-setting through MSRB rulemaking. See id. The proposed rule

change would amend Supplementary Material .01 to Rule A-11 and Supplementary

Material .01(b) to Rule A-13 to delete language describing aspects of the prior rate

setting process that would be superseded by the Multi-Year Rate Card Process, to

explicitly state that if no new rate card is established at the end of the period covered by

the proposed rule change then the applicable rates would remain at the same level as in

effect prior to the end of that period, and to provide for the ongoing availability of the

Revised Funding Policy, and any future revisions thereto, on the MSRB website so long

as the Revised Funding Policy sets forth, in whole or in part, the MSRB’s rate card

process. See id.

See Notice, 90 FR at 48084. The Temporary Credits that would be applied to the Market

Activity Fees included in the proposed new Rate Card Fees for the calendar years 2026

and 2027 would be set out in Supplementary Material .01(c) of Rule A-13. See Notice, 90

FR at 48084, note 19. The Temporary Credits included in this proposed rule change

would not apply to the Municipal Advisor Professional Fee. See Notice, 90 FR at 48084.

The proposed rule change’s Temporary Credits apply to dealer Market Activity Fees

following table sets forth (a) the Rate Card Fees currently in effect under Rules A-11 and A-13,

and (b) the Rate Card Fees that the MSRB would establish under its proposed Multi-Year Rate

Card, together with the net rates of assessment proposed for each year (taking into account the

Temporary Credits):24

Underwriting Fee

Transaction Fee

Trade Count Fee

Assessment/

Credit Basis

Per $1,000 Par

Underwritten

45% Temporary

Credit

Net Rate of

Assessment

Per $1,000 Par

Transacted

45% Temporary

Credit

Net Rate of

Assessment

Per Trade

45% Temporary

Credit

Net Rate of

Assessment

Current

2026

2027

2028

$0.0297

$0.0297 $0.0297

N/A

($0.0134) ($0.0134)

2029

$0.0297

$0.0163

$0.0297 $0.0297

$0.0107

$0.0107 $0.0107

N/A

($0.0048) ($0.0048)

$0.0107

$0.0059

$0.0107 $0.0107

$1.10

N/A

($0.49)

$1.10

$0.61

$1.10

Municipal

Per Covered

Advisor

$1,060*

$1,130

$1,200

$1,270 $1,340

Professional

Professional Fee

*The Municipal Advisor Professional Fee provided under Supplementary Material .01 of

MSRB Rule A-11 is currently $1,060 per covered professional. Exhibit 5 of the MSRB’s

Rule 19b-4 filing for the proposed rule change erroneously shows the current rate as

$1,160 per covered professional.

because the MSRB’s excess reserves resulted from revenue derived from extraordinary

market trading and issuance volume between 2023 and 2025. See Notice, 90 FR at

48086, note 40.

See Notice, 90 FR at 48084. The net amount of Market Activity Fees, taking into account

any applicable Temporary Credits, would be set out in Supplementary Material .01(c)(i)(iii) of Rule A-13. See Notice, 90 FR at 48084, note 20.

Multi-Year Rate Card Process

As part of the new Multi-Year Rate Card Process, the proposed rule change would also

establish a maximum annual increase or decrease in any baseline Rate Card Fee of 15% (the

“Annual Rate Change Limit”) within a multi-year rate card period (as compared to the annual

25% cap on increases and no cap on decreases that are currently in effect),25 subject to potential

Temporary Credits.26

The MSRB states that under the Rate Card Fees proposed in the proposed rule change,

the baseline rates of the Market Activity Fees would remain unchanged both from the rates

currently in effect under the prior rate card and throughout the course of the proposed Multi-Year

Rate Card.27 The MSRB further notes that the Municipal Advisor Professional Fee for 2026

would increase by approximately 6.6% from the rate currently in effect and would increase on an

annual basis during the course of the proposed Multi-Year Rate Card by approximately 6% per

year.28

See Notice, 90 FR at 48084. The Annual Rate Change Limit would be set out in

Supplementary Material .01 of Rule A-11 and Supplementary Material .01(b) of Rule A13. See Notice, 90 FR at 48084, note 23.

See Notice, 90 FR at 48084. The Revised Funding Policy allows the MSRB to elect to

utilize one or more Temporary Credits within the proposed Multi-Year Rate Card or in a

future multi-year rate card. See Notice, 90 FR at 48085 (citing Revised Funding Policy,

supra note 17, at “Organizational Reserves” and “Multi-Year Rate Card”). If Temporary

Credits are applied to a baseline Rate Card Fee, the Annual Rate Change Limit may be

exceeded. See id. For example, the proposed rule change includes Temporary Credits

during the first two years which result in the net rates of assessments for the Market

Activity Fees increasing between 2027 and 2028 by more than the percentage of the

Annual Rate Change Limit, notwithstanding the fact that the baseline rates would not

change. See id.

See Notice, 90 FR at 48084-85.

See Notice, 90 FR at 48085.

Related Technical Amendments

The proposed rule change would include certain technical language changes. For

example, references to the current “annual” process would be eliminated throughout Rules A-11

and A-13 and instead would reflect the four-year term of the proposed Multi-Year Rate Card in

the proposed rule change.29 The proposed rule change language would also refer to the rates that

would be in effect (including any net rates due to Temporary Credits, as applicable) for each year

within the course of the proposed Multi-Year Rate Card.30

III.

Summary of Comments Received and the MSRB’s Response

The Commission received four comment letters31 on the proposed rule change, as well as

a response32 from the MSRB to the comment letters. Three commenters expressed support for

the proposed rule change,33 one commenter stated that it did not oppose the proposed rule

change,34 and no commenters objected to the proposed rule change.

See id. The word “annual” would be removed in references to “annual rate card” in Rule

A-11(b), Supplementary Material .01 to Rule A-11, Rule A-13(b), Rule A-13(d)(i)-(ii),

Rule A-13(d)(iv)(a)-(b), and Supplementary Material .01 and .01(b). See Notice, 90 FR at

48085, note 32.

See Notice, 90 FR at 48085. In the case of the Municipal Advisor Professional Fee,

language would be added in Supplementary Material .01 to Rule A-11 to make explicit

that the charge is based on the number of covered professionals in the respective year for

which the fee is to be assessed, and the rates for each year would be listed in clauses (a)(d) thereof. See Notice, 90 FR at 48085, note 33. The net rate of assessment of the

Market Activity Fees for the first two years would be listed in Supplementary Material

.01(c)(i)-(iii). See id.

See SIFMA Letter; NAMA Letter; BDA Letter; ICE Bonds Letter.

See MSRB Letter.

See SIFMA Letter; BDA Letter; ICE Bonds Letter.

See NAMA Letter.

One commenter expressed support for the proposed shift to a multi-year rate card,

opining that it will improve the stability and predictability of rate card fees for regulated

entities.35 That commenter also stated that the MSRB should consider adopting an alternative fee

structure applicable to municipal dealer operators of alternative trading systems.36 In its response

letter, the MSRB stated that it would engage in dialogue with stakeholders regarding potential

alternative fee mechanisms for certain market participants.37

One commenter expressed support for the proposed shift to a multi-year rate card but

stated that it believes that a four-year fee window is probably too long to accurately predict

market trends in issuance and trade volume as well as demands on MSRB resources, and a twoyear window may be more appropriate.38 The commenter also stated that the fees paid by

municipal advisors are too small as a percentage of the MSRB’s revenue, and a market-activity

based fee for municipal advisors would be appropriate.39 The commenter also requested that the

MSRB adopt a formalized process to periodically review its revenue throughout the proposed

four-year fee-setting window.40 In its response letter, the MSRB stated that it would engage in

dialogue with stakeholders regarding the formulation of future charges, fees, and rate cards.41

See ICE Letter at 1.

See ICE Letter at 1-2.

See MSRB Letter at 3.

See BDA Letter at 1-2.

See BDA Letter at 1.

See BDA Letter at 2.

See MSRB Letter at 3.

The MSRB also stated that it will conduct a periodic review of its organizational reserves target

and will evaluate and consider actions if organizational reserves exceed or fall below the

established target by 20% or greater, as required by the MSRB’s Revised Funding Policy.42

One commenter expressed support for the lowered operational reserves target presented

in the MSRB’s fiscal year 2026 budget and the proposed shift to a multi-year rate card as

reducing fee volatility and ensuring more predictability.43 The commenter also urged the MSRB

to consider increasing municipal advisor fees and/or imposing municipal advisor market activity

fees in the future.44 In its response letter, the MSRB stated that it would engage in dialogue with

stakeholders regarding the formulation of future charges, fees, and rate cards.45

One commenter stated that it did not oppose the proposed rule change and that the MSRB

should not change its current approach of collecting fees from municipal advisors on a permunicipal advisor basis.46 The commenter also stated that it supports the proposed four-year feesetting window but expressed concern with how the MSRB will develop budgets during that

four-year period to ensure that expenses adhere to its regulatory mandates under the Exchange

Act so that fees are assessed on a reasonable basis.47 The commenter also expressed a desire to

engage in dialogue with the MSRB about recent changes to the MSRB’s Funding Policy,

See id.

See SIFMA Letter at 2.

See SIFMA Letter at 3.

See MSRB Letter at 3.

See NAMA Letter at 1.

See id.

including the removal of language regarding the fair allocation of fee burdens on different

classes of regulated entities.48 In its response letter, the MSRB stated that it would engage in

dialogue with stakeholders regarding the formulation of future charges, fees, and rate cards.49

The MSRB also stated that it does not believe that its Revised Funding Policy diminishes the

commitments laid out in its prior Funding Policy or alter any of the requirements imposed on the

MSRB by statute.50

The MSRB stated that it believes that it has undertaken a meaningful review of its fees,

charges, and the rate card process, and that the proposed rule change is consistent with the

Exchange Act.51

IV.

Discussion and Commission Findings

The Commission has carefully considered the proposed rule change, the comment letters

received, and the MSRB’s response thereto. The Commission has also considered supplemental,

non-public information regarding the MSRB’s expenses that the MSRB provided to the

Commission at the Commission’s request. The Commission finds that the proposed rule change

is consistent with the requirements of the Exchange Act and the rules and regulations thereunder

applicable to the MSRB. In particular, the Commission finds that the proposed rule change is

See id.

See MSRB Letter at 3.

See MSRB Letter at 3-4.

See MSRB Letter at 4.

consistent with the provisions of Sections 15B(b)(2)(J),52 3(f),53 15B(b)(2)(C),54 and

15B(b)(2)(L)(iv)55 of the Exchange Act.

Reasonable Fees and Charges as May Be Necessary or Appropriate to Defray the

Costs and Expenses of Operating and Administering the MSRB

For the reasons outlined below, and in particular the MSRB’s commitment to the

continued stakeholder outreach described below, the Commission finds that the proposed rule

change is consistent with the provisions of Section 15B(b)(2)(J) of the Exchange Act.56 Section

15B(b)(2)(J) of the Exchange Act requires the MSRB’s rules to provide that each regulated

entity shall pay to the MSRB such reasonable fees and charges as may be necessary or

appropriate to defray the costs and expenses of operating and administering the MSRB.57 Such

rules shall specify the amount of such fees and charges, which may include charges for failure to

submit to the MSRB, or to any information system operated by the MSRB, within the prescribed

timeframes, any items of information or documents required to be submitted under any rule

issued by the MSRB.58

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

15 U.S.C. 78c(f).

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

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

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

Id.

As noted by the MSRB, the proposed rule change is designed to fund the operation and

administration of the MSRB through the establishment of a fee structure that: (i) improves the

stability and predictability of Rate Card Fees over time; (ii) maintains an appropriate balance of

assessments on regulated entities; and (iii) improves the MSRB’s ability to manage

organizational reserves responsibly while minimizing fee volatility and other operational

disruptions to regulated entities.59 The Commission finds that the proposed rule change

represents a reasonable approach to achieve these goals by, among other changes, moving the

process for determining Rate Card Fees from an annually calculated adjustment to a fixed multiyear rate schedule, establishing parameters to limit the degree of annual changes to Rate Card

Fees (i.e., the Annual Rate Change Limit), establishing a framework to address surplus reserves

through rate adjustments to Market Activity Fees (i.e., the Temporary Credits), and maintaining

the MSRB’s target balance of Rate Card Fees between dealers and municipal advisors.60

With respect to the proposed Multi-Year Rate Card, the Commission finds that the

proposed Rate Card Fees are appropriate to defray the anticipated costs and expenses of

operating and administering the MSRB over the next four years. The MSRB’s 2026 budgeted

expenses total $46.2 million (a 5.2% decrease in expenses compared to its fiscal year 2025

budgeted expenses)61 and the MSRB assumes an annual average expense growth rate of 3.4% for

See Notice, 90 FR at 48086.

See Notice, 90 FR at 48083. The proposed rule change maintains the contribution targets

set forth when the MSRB established its annual rate card process in 2022, which the

MSRB believes remain appropriate as no durable, material shift in market structure has

occurred to warrant alteration of current target contribution levels. See Notice, 90 FR at

48086, note 40.

See Notice, 90 FR at 48086; MSRB Fiscal Year 2026 Budget (Oct. 1, 2025),

https://www.msrb.org/sites/default/files/2025-10/MSRB-FY-2026-Budget-Summary.pdf

(“MSRB Fiscal Year 2026 Budget”).

fiscal years 2027 through 2029, primarily due to the costs of inflation.62 The MSRB anticipates

the revenue from the proposed Rate Card Fees to represent 78% of total revenues in fiscal year

2026, with the remaining 22% of revenues comprised of data subscription fees, underwriting

assessments for certain municipal fund securities offerings under MSRB Rule A-13(c), annual

and initial fees under MSRB Rule A-12(b) and (c), investment income, fine revenue, and other

miscellaneous revenue (including examination fees under MSRB Rule A-16).63 Although the

proposed rule change would also reduce the MSRB’s reserves balance through the use of a 45%

Temporary Credit for Market Activity Fees (as discussed above),64 the MSRB maintains a

targeted level of reserve funding in accordance with its Revised Funding Policy, which

establishes a tolerance for variation from the organizational reserves target of +/-20% of its target

level (the ‘‘Reserve Target Tolerance’’), and provides for an evaluation, at the mid-point of a

multi-year rate card, as to whether the Reserve Target Tolerance has been exceeded.65

Finally, the MSRB stated that it developed its fiscal year 2026 budget, its Revised

Funding Policy, and the proposed rule change after considering the RFI responses and feedback

received from the MSRB’s outreach to stakeholders.66 Based on commitments made by the

MSRB,67 the Commission expects that the MSRB will continue such outreach, which is key to a

See Notice, 90 FR at 48086.

See id.

See Notice, 90 FR at 48085.

See Notice, 90 FR at 48083, 48089.

See, e.g., MSRB Letter at 3 (“The MSRB is committed to continuing its ongoing

dialogue with stakeholders regarding the issues raised in the comment letters, including

formulation of future charges, fees, and rate cards, as well as future, potential alternative

fee mechanisms for certain market participants. . . . The MSRB expects its future

determination by the Commission that the proposed rule change establishes reasonable fees and

charges to be paid by regulated entities. Although the proposed Multi-Year Rate Card is a fixed

rate schedule for its four-year term and is generally not intended to be modified during its

effective term,68 the MSRB has committed to continuing its stakeholder outreach during this four

year term regarding the MSRB’s rate setting process, the distribution of fees across regulated

entities generally, and the MSRB’s budget and management of its reserve funds.69 Based on

stakeholder outreach to encompass a broad range of relevant issues and factors beyond

the baseline requirements of the Funding Policy.”); MSRB Letter at 3-4, note 12 (“[T]he

changes in the Funding Policy do not alter or diminish the MSRB’s commitment to

engaging with stakeholders on a going-forward basis.”); Notice, 90 FR at 48088 (“[T]he

MSRB commits to engage with stakeholders to discuss possible alternative methods for

municipal advisor fees.”); Notice, 90 FR at 48083, note 13 (“The MSRB remains

committed to on-going engagement with stakeholders to continue to explore whether

additional, longer-term changes to the MSRB’s approach should be implemented in the

course of developing future rate cards beyond 2029.”); RFI at 4, note 7 (“Separate from

the retrospective review of the Rate Card Process, this outreach has been critical to the

MSRB addressing the concerns regarding transparency and the MSRB budget process,

with respect to which the MSRB will continue its engagement with stakeholders outside

of this RFI.”). See also, e.g., Letter to Secretary, Commission, from Ernesto A. Lanza,

Chief Regulatory and Policy Officer, MSRB, dated January 26, 2024 (File No. SRMSRB-2023-06), at 8, available at https://www.sec.gov/comments/sr-msrb-202306/srmsrb202306-416059-985442.pdf (“Approval of an organization’s budget is a core

governance function that is the responsibility of the board of directors . . . . Nonetheless,

the MSRB looks to provide appropriate opportunities for market participants (including

the commenters, other municipal market stakeholders and fellow regulators inclusive of

the Commission) to offer input, through discussions or otherwise, at a point in time that

would allow the MSRB board of directors to consider such input as it approves the

budget. Further, while the MSRB currently reaches out to some of the commenters or

their member firms to seek input on estimated levels of underwriting and trading activity

for the coming year to develop this aspect of the input into the Rate Card Process, the

MSRB could consider a more formalized manner of surveying relevant market

participants ahead of the final rate setting process.”); id. at 6 (“The MSRB commits to

continued engagement with commenters and other interested stakeholders to provide

even greater budget transparency by providing more granular breakdowns of program

expenditures, particularly with respect to technology-related expenses.”).

See Notice, 90 FR at 48084.

See MSRB Letter at 3-4. See also Notice, 90 FR at 48083, note 13.

commitments made by the MSRB,70 the Commission also expects that the MSRB will engage

with the Commission and stakeholders regarding what additional data and information the

MSRB should publicly disclose (that it does not currently publicly disclose) regarding the

MSRB’s budget. The Commission also expects that, despite removing from its Revised Funding

Policy certain previously included language affirming that stakeholder engagement is a funding

priority of the MSRB,71 the MSRB will engage with stakeholders to ensure that future budgets

adhere to the MSRB’s regulatory mandates under the Exchange Act.72

See, e.g., supra, note 67. See also, e.g., MSRB Fiscal Year 2026 Budget, supra note 61, at

5 (“Providing MSRB’s external stakeholders with a meaningful understanding of

MSRB’s budget, its development process and the considerations that flow into the next

annual budget are core to MSRB’s commitment to financial transparency and budgeting

philosophy.”).

The prior Funding Policy, available at

https://web.archive.org/web/20250715224839/https://www.msrb.org/MSRB-FundingPolicy-0, provided that: “Certain funding priorities exist based on the MSRB’s Strategic

Plan, in support of its responsibilities as [a self-regulatory organization], consistent with

its congressional mandate as outlined in the Exchange Act. These priorities are: . . . 5.

funding for stakeholder engagement activities and education, including receiving

information from municipal market participants and other stakeholders to provide input

that informs the rulemaking process, as well as ensuring that these stakeholders are aware

of regulatory developments that may affect them and are educated on the MSRB rules.”

See, e.g., MSRB Fiscal Year 2026 Budget (Oct. 1, 2025), supra note 61, at 3 (“Fiscal

stewardship, budget transparency and public accountability remain of paramount

importance to MSRB. It’s in this spirit that we have maintained an open dialogue with

our stakeholders, seeking their feedback and perspectives to inform our initiatives,

including the development of our FY 2026 budget and next Strategic Plan. We continue

to listen carefully to stakeholder concerns and are taking them into consideration as we

position MSRB for the future.”); id. at 5 (“Ongoing stakeholder engagement and

feedback directly informs the development of MSRB’s annual budget and the

information and discussion provided in this FY 2026 Public Budget Report. Continued

engagement on this topic is important to MSRB and its commitment to transparency.”);

MSRB Letter at 3-4, note 12 (“[T]he changes in the Funding Policy do not alter or

diminish the MSRB’s commitment to engaging with stakeholders on a going-forward

basis.”). See also, e.g., MSRB Notice 2024-13, MSRB Seeks Volunteers for Advisory

Groups Including a New Group on Technology, at 1-2 (Oct. 28, 2024), available at

https://www.msrb.org/sites/default/files/2024-10/MSRB-Notice-2024-13.pdf (“[O]ur

For these reasons, the Commission finds that the proposed rule change establishes

reasonable fees and charges to be paid by regulated entities consistent with Section 15B(b)(2)(J)

of the Exchange Act.

Impact on Efficiency, Competition, and Capital Formation, and Related

Provisions

In approving the proposed rule change, the Commission has also considered the proposed

rule change’s impact on efficiency, competition, and capital formation under Section 3(f) of the

Exchange Act.73 The Commission finds that the record for the proposed rule change does not

contain any information to indicate that the proposed rule change would have a negative impact

on efficiency, competition, or capital formation.74 In fact, transitioning to the proposed MultiYear Rate Card could promote market efficiency and capital formation because regulated entities

will now know their Rate Card Fees through 2029 instead of facing uncertainty under a one- or

two-year rate card process.

highest priority is to fulfill our congressional mandate to protect investors, municipal

entities, and the public interest by promoting a fair and efficient market. We strive to

engage with stakeholders and market participants to further this objective and ensure the

market works for everyone. Establishing advisory groups is one of the many ways the

Board and staff facilitate effective stakeholder engagement. . . . [The Technology

Advisory Group (TAG)] may discuss a broad range of topics such as . . . the MSRB’s

technology investment priorities and strategy . . . and technology implementation costs of

regulatory initiatives.”); MSRB Notice 2025-07, MSRB Seeks Volunteers for

Compliance Advisory Group, at 1 (Oct. 30, 2025), available at

https://www.msrb.org/sites/default/files/2025-10/MSRN-Notice-2025-07.pdf (“[O]ur

highest priority is to fulfill our congressional mandate to protect investors, municipal

entities, and the public interest by promoting a fair and efficient market. We strive to

engage with stakeholders and market participants to further this objective and ensure the

market works for all.”).

See 15 U.S.C. 78c(f).

The Commission also finds that the proposed rule change is consistent with the

provisions of Section 15B(b)(2)(C) of the Exchange Act.75 Section 15B(b)(2)(C) of the

Exchange Act requires that MSRB rules not be designed to impose any burden on competition

that is not necessary or appropriate in furtherance of the purposes of the Exchange Act.76 The

Commission finds that the proposed rule change would not impose any burden on competition

not necessary or appropriate in furtherance of the purposes of the Exchange Act because the

proposed Rate Card Fees are applicable to all dealers and municipal advisors over the course of

the four years covered by the proposed Multi-Year Rate Card, and the MSRB’s projected fee

proportions would maintain balance between Municipal Advisor Professional Fees and Dealer

Market Activity Fees, as well as among the three dealer fees that make up the Market Activity

Fees.77 Additionally, the proposed increases under the Rate Card Fees will be proportionately

distributed across regulated entities.78

The Commission further finds that the proposed rule change is consistent with the

provisions of Section 15B(b)(2)(L)(iv) of the Exchange Act.79 Section 15B(b)(2)(L)(iv) of the

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

See Notice, 90 FR at 48086-87. As noted above, the proposed rule change maintains the

contribution targets set forth when the MSRB established its annual rate card process in

2022, which the MSRB believes remain appropriate as no durable, material shift in

market structure has occurred to warrant alteration of current target contribution levels.

See Notice, 90 FR at 48086, note 40.

See Notice, 90 FR at 48089. As noted above, the proposed rule change’s Temporary

Credits apply to dealer Market Activity Fees because the MSRB’s excess reserves

resulted from revenue derived from extraordinary market trading and issuance volume

between 2023 and 2025. See Notice, 90 FR at 48086, note 40.

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

Exchange Act80 requires 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. The Commission finds that the proposed Municipal Advisor Professional

Fee would not impose an unnecessary or inappropriate regulatory burden on small municipal

advisors since the total amount of the assessment payable by each municipal advisory firm would

continue to be proportional to the number of Form MA-Is filed by a firm and, therefore, would

result in lower relative assessments for smaller firms.81 Based on the number of persons

engaging in municipal advisory activities on behalf of a firm, the total fee would therefore bear a

reasonable relationship to the level of regulated municipal advisory activities that are undertaken

by each firm.82

For the reasons noted above, the Commission finds that the proposed rule change is

consistent with the Exchange Act.

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

See Notice, 90 FR at 48089.

Conclusion

IT IS THEREFORE ORDERED, pursuant to Section 19(b)(2) of the Exchange Act,83 that

the proposed rule change (SR-MSRB-2025-02) be, and hereby is, approved.

For the Commission, pursuant to delegated authority.84

Sherry R. Haywood,

Assistant Secretary.

15 U.S.C. 78s(b)(2).

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.