[Federal Register Volume 75, Number 201 (Tuesday, October 19, 2010)]
[Notices]
[Pages 64372-64375]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2010-26278]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-63095; File No. SR-MSRB-2010-10]
Self-Regulatory Organizations; Municipal Securities Rulemaking
Board; Notice of Filing of Proposed Rule Change Consisting of
Amendments to Rule A-13 To Increase Transaction Assessments for Certain
Municipal Securities Transactions Reported to the Board and To
Institute a New Technology Fee on Reported Sales Transactions
October 13, 2010.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``the Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on September 30, 2010, the Municipal Securities Rulemaking Board
(``Board'' or ``MSRB'') filed with the Securities and Exchange
Commission (``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.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The MSRB has filed with the Commission a proposed rule change
relating to assessments for brokers, dealers, and municipal securities
dealers (``dealers'') under MSRB Rule A-13. The proposed rule change
consists of amendments to Rule A-13 to increase transaction assessments
for certain municipal securities transactions reported to the Board and
to institute a new technology fee on reported sales transactions. The
proposed rule change would amend Rule A-13 to (a) Increase the existing
transaction assessments for inter-dealer and customer sales from .0005%
to .001% of the total par value of inter-dealer sales and sales to
customers that are reported by dealers to the MSRB (the ``transaction
fee''), and (b) impose a technology fee of $1.00 per transaction for
inter-dealer and customer sales reported to the Board (the ``technology
fee''). The technology fee would be transitional in nature and would be
reviewed by the Board periodically to determine whether it should
continue to be assessed. The MSRB proposes an effective date for this
proposed rule change of January 1, 2011.
The text of the proposed rule change is available on the MSRB's Web
site at http://www.msrb.org/Rules-and-Interpretations/SEC-Filings/2010-Filings.aspx 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 Board has
[[Page 64373]]
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 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 (a) Increase the existing transaction assessments for inter-dealer
and customer sales from .0005% to .001% of the total par value of
inter-dealer sales and sales to customers that are reported by dealers
to the MSRB (the ``transaction fee''), and (b) impose a technology fee
of $1.00 per transaction for inter-dealer and customer sales reported
to the Board (the ``technology fee''). The technology fee would be
transitional in nature and would be reviewed by the Board periodically
to determine whether it should continue to be assessed.
Current Sources of Revenue
The MSRB currently levies four types of fees that are generally
applicable to dealers. Rule A-12 provides for a $100 initial fee paid
once by a dealer when it first begins to engage in municipal securities
activities. Rule A-13 provides for an underwriting fee of $.03 per
$1000 par value of municipal securities purchased in a primary offering
(with specified exceptions), and a transaction fee of $.005 per $1000
par value of sale transactions of municipal securities (with specified
exceptions). Finally, Rule A-14 provides for an annual fee of $500 from
each dealer who conducts municipal securities activities.
At present, approximately 90% of the Board's revenue is generated
through underwriting fees and transaction fees. In fiscal year 2009,
approximately 55% of the Board's revenue was generated by underwriting
fees and approximately 36% of its revenue was generated by transaction
fees. The underwriting and transaction fees assessed pursuant to Rule
A-13 are generally proportionate to a dealer's activity within the
industry, as based on the par value amount of underwriting and customer
and inter-dealer transactions during the year. Underwriting fees are
based on a dealer's participation in the underwriting of municipal
securities, and transaction fees are based on a dealer's participation
in the municipal securities market in terms of par value sold.
The transaction assessment was last modified in 2000 when the Board
commenced assessments on customer sale transactions reported by
dealers. The transaction fee has not been increased since that date,
despite the additional activities undertaken by the MSRB over the last
ten years. The amount of the underwriting assessment has not been
increased since 1992, although in December 2009 the MSRB eliminated
certain exemptions from the underwriting assessment.
Rationale for Proposed Rule Change
The Board is proposing to increase the transaction fee and
establish a new technology fee for three reasons. First, the expenses
of the MSRB are increasing and additional revenue is necessary in order
to meet projected expenses associated with ongoing operations. Second,
the MSRB needs additional revenue to cover anticipated expenses
associated with its new regulatory responsibilities mandated by the
Dodd-Frank Wall Street Reform and Consumer Protection Act, Public Law
111-203, 124 Stat. 1376 (2010) (the ``Dodd-Frank Act''). Third, the
MSRB needs additional revenue to replace aging and outdated information
technology software and hardware. In particular, funding is needed to
ensure the operational integrity of the MSRB's information systems,
retire and update computer hardware and software, and conduct ongoing
risk management including business continuity activities and system
maintenance. The new technology fee would be used to establish a new
technology renewal fund, which would be segregated for accounting
purposes. The technology renewal fund is intended to fund replacement
of aging and outdated technology systems and to fund new technology
initiatives.
As reflected in the 2009 audited financial statement, revenue
decreased from fiscal year 2008 to 2009 from approximately $22.2
million to approximately $19.6 million, while expenses increased from
approximately $18.6 million to approximately $21.3 million. Although
revenue has increased in fiscal year 2010, primarily due to the
elimination of certain exemptions from underwriting fees, expenses have
also continued to increase. Moreover, the MSRB has not set aside
separate reserves for major technology systems that will need
replacement or upgrades in the near future.
Several factors have contributed to the recent, large increase in
operating expenses. First, over the last two years, the MSRB has
significantly improved transparency in the municipal securities market
by developing and implementing market information transparency systems
for the (a) Collection and dissemination of electronic official
statements and other primary market documents and information, allowing
dealers, in most instances, to discontinue sending paper copies of
official statements to new issue customers; (b) collection and
dissemination of electronic continuing disclosure documents and related
information from issuers and their agents; (c) collection and
dissemination of current interest rates and other information on
auction rate securities and variable rate demand obligations (the
``SHORT'' system); (d) production and publication of statistical
information on the municipal securities market; and (e) display on a
publicly available, user-friendly Web site of the documents and
information described above, as well as real-time trade information,
which are made continuously available to the general public (the
Electronic Municipal Market Access System or ``EMMA'' Web site).
The EMMA and SHORT systems were initially developed and launched
using general revenue and cash reserves. Since inception, significant
demand from users of these systems and regulatory requirements
established by the SEC have resulted in the development of new
functionality, with an attendant rise in development and operating
costs. Additionally, the rapid adoption by the marketplace of these
systems as key sources for market disclosures, trade prices and
interest rate information has resulted in an accelerated investment in
resources to support the technology systems.
In addition, Congress recently passed, and the President signed
into law, comprehensive financial reform legislation, the Dodd-Frank
Act. Effective October 1, 2010, the Dodd-Frank Act expands the MSRB's
mission in a number of ways that will require a more substantial
commitment of staff and technical resources. The expansion of the
MSRB's jurisdiction to include regulation of municipal advisors will
require additional rulemaking capabilities. The MSRB will also need to
focus additional resources on establishing regulatory protections for
municipal entities. The MSRB has also been given additional
responsibilities in connection with providing enforcement and
examination support to the Commission, the Financial Industry
Regulatory Authority (``FINRA'') and the Federal bank regulators, and
the MSRB has been authorized to develop information systems with other
Federal
[[Page 64374]]
regulators in furtherance of their missions.
Given the significant resource commitments needed to further
develop its information systems, and the additional statutory
obligations imposed on the MSRB by the Dodd-Frank Act, the MSRB must
generate sufficient revenue to ensure that these systems operate in a
continuous, reliable manner while at the same time devoting substantial
staff resources to developing an extensive new body of regulatory
requirements.
Description of Proposed Rule Change
In order to address the projected revenue shortfall, the MSRB
proposes to increase revenue in two ways. First, the MSRB proposes to
increase the amount of the transaction fee assessed on the par value of
inter-dealer and customer sale transactions reported to the MSRB by
dealers under MSRB Rule G-14(b), except for transactions currently
exempted from the transaction fee as provided in MSRB Rule A-
13(c)(iii), from $.005 per $1000 par value to $.01 per $1000 par value
of such sale transactions. Transactions exempted from the transaction
fee consist of 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. This increase in the transaction fee is expected to
generate an estimated $7 million in revenue annually.
The second fee proposed by the MSRB would consist of a technology
fee assessed at $1.00 per transaction for each sale transaction
reported to the MSRB by dealers under MSRB Rule G-14(b). The exemptions
from the transaction fee, as described above, would not apply to the
technology fee. The technology fee is expected to generate an estimated
$10 million in revenue annually, and would be transitional in nature,
in that it would be reviewed periodically by the MSRB in relation to
the level of funding needed for capital expenditures and to maintain
the technology renewal fund. The funds accumulated in the technology
renewal fund would be solely dedicated to funding capital expenses for
technology investments.
As noted above, the bulk of the MSRB's revenue is derived from the
underwriting and transaction fees, which are generally proportionate to
a dealer's activity within the industry, as based on the par value
amount of underwriting and customer and inter-dealer transactions
during the year. The proposed new technology fee would help to
establish a more balanced assessment of overall fees paid by dealers
since it would be based on a dealer's participation in the market as
measured by the total number of inter-dealer and customer sale
transactions reported to the MSRB, rather than par value, and therefore
would help to more evenly distribute the burden of dealer assessments.
The MSRB believes these fees are fair and balanced, based on the
activities of regulated market participants.
Finally, with regard to the expansion of the MSRB's regulatory
mandate to include regulation of municipal advisors and the protection
of municipal entities, the MSRB will continue to review its assessments
on the market participants it regulates to ensure that costs of
rulemaking are appropriately allocated among the entities it regulates.
Although the MSRB recognizes that an appropriate allocation of such
regulatory costs may not be feasible during the transition of the MSRB
to its broader mission, it expects to revisit the manner in which its
activities are funded in the coming years, as appropriate. The MSRB is
committed to ensuring that its assessments are balanced based in large
measure on the level of activity of all of its regulated entities.
2. Statutory Basis
The MSRB believes that the proposed rule change is consistent with
Section 15B(b)(2)(J) of the Act,\3\ which requires, in pertinent part,
that the MSRB's rules shall:
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\3\ 15 U.S.C. 78o-4(b)(2)(J).
Provide that each municipal securities broker and each municipal
securities dealer 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. Such rules shall
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specify the amount of such fees and charges.
The proposed rule change provides for commercially reasonable fees to
partially offset costs associated with operating RTRS \4\ and producing
and disseminating transaction reports to subscribers.
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\4\ RTRS refers to the MSRB's Real-time Transaction Reporting
System.
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Board does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act since it would apply equally to
all market participants that chose to subscribe to the services.\5\
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\5\ The Commission notes that this filing does not appear to
relate to a subscription service.
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C. Self-Regulatory Organization's Statement on Comments Received on the
Proposed Rule Change by 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
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period (i) As the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
(A) By order approve or disapprove such proposed rule change, or
(B) Institute proceedings to determine whether the proposed rule
change should be disapproved.
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 e-mail to [email protected]. Please include
File Number SR-MSRB-2010-10 on the subject line.
Paper Comments
Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-MSRB-2010-10. This
file number should be included on the subject line if e-mail 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 Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all
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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 a.m. and 3 p.m. Copies of such
filing also will be available for inspection and copying at the MSRB's
offices. 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-2010-10 and should be submitted on or before November 9, 2010.
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\6\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\6\
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-26278 Filed 10-18-10; 8:45 am]
BILLING CODE 8011-01-P