Municipal Securities Rulemaking Board

“No officer, director, trustee, or key employee has a family relationship or business relationship (as such terms are defined for purposes of form 990) with any other officer, director, trustee, or key employee. As contemplated by the congressionally mandated structure of the msrb's board of directors (which serves as the organization's governing body) as a self-regulatory organization under the federal securities laws, the employers of some members of the board of directors, and such members in their capacities as employees of their employers, from time to time transact business with one another in the ordinary course of their business as participants in the municipal market on the same terms as are generally offered to others in the same line of business.”

“All proposed rule changes adopted by the Board of Directors of the MSRB are subject to the filing and approval or review requirements by the Securities and Exchange Commission under Section 19(b) of the Securities Exchange Act of 1934.”

“The Board of Directors of the MSRB has an Audit Committee that is charged with reviewing with management the organization's completed form annually prior to the filing of such form and reporting any findings or conclusions to the Board of Directors in connection with the Board's review of such form. The Audit Committee and the Board of Directors conducted their review prior to filing the form.”

“The MSRB maintains for its Board of Directors and its staff: a code of ethics and business conduct policy; a conflicts of interest policy; and a whistleblower policy with complaint handling procedures, which are available on msrb.org. All Board members and staff are trained annually on these policies and must sign an acknowledgment. The MSRB has a policy requiring that officers, directors and key employees disclose annually interests that could give rise to conflicts. In connection with the election of new members of the Board of Directors, each candidate provides information to the MSRB concerning potential conflicts of interest. In addition, certain organizational conflicts are effectively prohibited under Section 15B(b) of the Securities Exchange Act of 1934 due to the statutory requirements regarding qualification for membership on the Board of Directors. In particular, public representatives must be independent of any municipal securities broker, municipal securities dealer or municipal advisor. MSRB rule A-3 defines "independent" as having no material business relationship with any municipal securities broker, municipal securities dealer or municipal advisor, including at a minimum not currently or at any time within the last two years being associated with a municipal securities broker, municipal securities dealer or municipal advisor and not having a relationship with any municipal securities broker, municipal securities dealer or municipal advisor, whether compensatory or otherwise, that reasonably could affect the independent judgment or decision making of the individual. The MSRB's Chief Legal Officer or General Counsel reviews the conflicts of interest acknowledgement and disclosure forms and determines what actions, if any, need to be taken, including asking a Board member to recuse him or herself from deliberations or voting on an action.”

“Under the MSRB written compensation strategy and program, the Finance Committee (comprised of members of the Board of Directors) is responsible for making recommendations and the Board of Directors is responsible for approving the organization-wide compensation strategy. The annual salary budget is approved by the Board of Directors. At least once every four years, the compensation strategy and structure are reviewed and approved by the Finance Committee based on information received from an external salary consultant. Such review was completed in July 2016. The external salary consultant compares our organization with comparable peer organizations in our local geographic market and within the industry as appropriate. The full Board approves the compensation of the Executive Director, and the Executive Director establishes the compensation of the key employees within the parameters and philosophy of the approved compensation strategy. Additionally, the Executive Director annually provides to the Board the salary, benefits, and total compensation of the senior management.”

“The organization's website (www.msrb.org) contains the following: Securities Exchange Act Section 15B (statute creating the MSRB), Restated Articles of Incorporation, By-Laws, Governance-Related Administrative Rules, Board Committee Charters, Code of Ethics and Business Conduct, Conflicts of Interest Policy and Disclosure Form, Risk Management Program, Whistleblower Policy, audited financial statements, IRS Form 990 and certain financial policies.”

“The mission of the MSRB is to protect investors, state and local government issuers, other municipal entities, and the public interest by promoting a fair and efficient municipal market through: 1. The establishment of rules for dealers and municipal advisors, 2. The collection and dissemination of market information, and 3. Market leadership, outreach and education.”

“Establishing regulations and supporting guidance for municipal advisors and dealers: The MSRB was created by Congress to regulate securities firms, banks and municipal advisors that engage in municipal securities and municipal advisory activities (collectively "regulated entities") with the goal of protecting investors, municipal entities, obligated persons and the public interest. MSRB rules seek to prevent manipulation and fraud in the municipal market, promote fair and efficient transactions, and support a free and open market in municipal securities and municipal financial products. MSRB rules generally are developed with extensive input from the public and the municipal securities industry, with an economic analysis to enhance the effectiveness and efficiency of the MSRBs rulemaking, and to meet the approval standards of the Securities and Exchange Commission (SEC). Once developed, all MSRB rules must be approved by the SEC prior to effectiveness, unless otherwise allowed by law. The MSRB also provides ongoing education, training and compliance support to ensure understanding by and compliance with MSRB rules by regulated entities, and operates programs that support the qualification of professionals employed by regulated entities. The MSRB does not enforce its rules but follows established procedures for coordinating cooperatively with enforcement agencies charged with enforcing MSRB rules. Information regarding the MSRB's rules, rulemaking--including rule interpretations, requests for comment, notices to regulated entities, rule filings submitted to the SEC and compliance resources developed in conjunction with new rules or to clarify the application of existing rules--is displayed on the MSRB's corporate website, at www.msrb.org. Regulatory, professional qualification and compliance activities during FY 2017 include: Municipal Advisor-Related Activity Rules Approved - Continuing education requirements for municipal advisors (MSRB Rules G-3 and G-8) - Investor and municipal advisory client education and protection and related recordkeeping rules (MSRB Rule G-8, G-9, and G-10) Rules Advanced - Published request for comment on a draft new rule on advertising standards for municipal advisors (MSRB Draft Rule G-40) Guidance Published - Publication of guidance comprehensively summarizing the regulatory framework for municipal advisors and addressing how the framework applies to solicitor municipal advisors, who solicit municipal entities and obligated persons for business on behalf of certain other financial professionals - Publication of guidance addressing the applicability of Rule G-42, on municipal advisor standards of conduct, to several scenarios that may arise in connection with the issuance of municipal securities for a conduit borrower - Publication of guidance regarding the electronic delivery and receipt of information by municipal advisors under Rule G-32, on disclosures in connection with primary offerings Other Activity - Engaged in a year-long outreach effort to promote understanding of and compliance with the September 12, 2017 deadline for the Municipal Advisor Representative Qualification Exam (Series 50). Throughout this engagement, the MSRB provided resources and assistance to firms and individuals preparing to take the exam, including educational webinars and answers to frequently asked questions - Published Compliance Advisory for Municipal Advisors - Published FAQs on MSRB Rules on Investor and Municipal Advisory Client Education and Protection Dealer-Related Activity Rules Approved - Modernization of customer complaint and related recordkeeping rules for municipal securities dealers (MSRB Rule G-8, G-9, G-10 and G-32) - Amendments to MSRB Rule G-26, on customer account transfers, to modernize the rule and promote a uniform customer account transfer standard for all brokers, dealers, municipal securities brokers and municipal securities dealers - Amendments to MSRB Rule G-15 and G-30 requiring dealers”

“Collecting and disseminating market information: The MSRB collects municipal market documents and data from regulated entities, municipal entities, obligated persons and/or their agents and makes the information publicly available. The collection and dissemination of this information serves a critical role in preserving fairness and efficiency of the municipal market. The MSRB ensures that the market operates transparently and efficiently by redisseminating this information to municipal market participants, and to regulators charged with examining for compliance with and enforcing MSRB rules, and other regulatory and policymaking bodies. Under its rulemaking authority, the MSRB has establsihed "information facilities" that provide the legal foundation for the collection and dissemination of municipal market information. These facilities provide the MSRB with the authority to collect municipal transaction prices (with respect to customer and inter-dealer transactions in municipal securities); official statements, preliminary official statements, and advance refunding documents (in connection with new issues of municipal securities); continuing disclosure documents (in connection with outstanding issues of municipal securities); interest rate information and related documentation for certain short-term obligations (in connection with outstanding variable rate demand obligations and auction rate securities); and information regarding business undertaken by, and certain political contributions made by, dealers and municipal advisors or their professionals and certain related political action committees (in connection with the MSRBs pay-to-play rule). The MSRB provides most of this information to the public, free of charge, on its Electronic Municipal Market Access (EMMA) website at emma.msrb.org. In addition, access to most information collected by the MSRB is available to subscribers through paid automated subscription services. As of the end of FY 2017, the MSRB offered five principal data products with approximately 152 active subscription agreements. During FY 2017, the MSRB made enhancements to market information provided on EMMA that includes: - A free new issue calendar listing the municipal bond issues scheduled to come to market and those recently sold that enables individual investors, issuers and other market participants to see the breadth and depth of new bond issues coming to market as well as final pricing information for bond issues sold through competitive and negotiated sales. - Improved EMMA Alerts that allow users to modify their preferences to subscribe to specific types of continuing disclosure filings, such as audited financial statements or bond calls. An improved email design provides more descriptive information about specific securities and the trade activity or newly filed disclosure documents that triggered the alert. - Availability of public access to municipal market yield curves and indices from third-party providers on EMMA. Each market indicator is based on tax-exempt bonds and can be useful for understanding the general level and direction of municipal bond interest rates and comparing the relative yields of specific municipal securities. - Enhanced municipal market statistics on EMMA which include views of the most actively traded securities and most active issuers by par amount or number of trades. The enhanced statistics also provide a state-by-state view of trading in the primary and secondary market. The MSRB made significant progress on a long-term effort to reengineer its Real-Time Transaction Reporting System (RTRS) to prepare for parallel processing during FY 2018. The MSRB facilitated academic research into the municipal market by making its Academic Historical Transaction Data Product, which consists of post-trade municipal securities transaction data including anonymized dealer information, available to academic institutions. The MSRB also makes trade data available through the Wharto”

“Engaging in education, outreach and market leadership: The MSRB engages with municipal market participants, regulators and policy makers to build understanding of the municipal market and to promote practices and policies, as well as problem-solving, that protect investors, municipal entities, obligated persons and the public interest. The MSRB also engages in education and outreach activities to support the understanding of the municipal market and to help further protect investors, municipal entities, obligated persons and the public interest. During FY 2017, highlights in this area include: - Increased availability of quality municipal securities market education by adding eight courses to (MuniEdPro), a suite of interactive, online courses about market activities and MSRB rules. Course additions included one free course each for municipal securities investors and issuers, and six courses covering MSRB rules - Supported understanding of MSRB regulations by publishing supporting educational content, and offering 13 webinars on MSRB rules and activities for more than 3,600 participants - Produced educational materials for investors and issuers on topics such as getting a fair price for municipal bonds and how bonds are quoted and priced - Participated in 100 industry events to an audience of approximately 13,000 market participants on topics such as continuing disclosure compliance and what to expect from municipal finance professionals - Hosted the semi-annual MSRB Industry roundtable, as well as a policy roundtable discussion on infrastructure, consistent with the MSRBs role as a facilitator of market-wide discussions about important issues - Conducted Municipal Advisor Summit with municipal advisor firms to support compliance with MSRB rules - Coordinated with SEC, FINRA and bank regulators to deliver examiner training to a total of 565 attendees at various training events - Partnered with Municipal Forum of New York to host Municipal Finance Day in Washington, DC for high school graduates participating in Urban Leadership Fellows Program - Published market advisory and op-ed on issuer's designation of underwriters counsel - Published market advisory and op-ed on the practice of certain municipal securities issuers making selective disclosure of information to certain investors - Published policymaker resource, Municipal Securities: Financing the Nations Infrastructure, and op-ed about the role of municipal securities in infrastructure finance - Published op-ed on the MSRB's approach to keeping its regulations for municipal securities dealers and municipal advisors up-to-date - Published column in the Journal of Government Financial Mangement, the quarterly publication from the Association of Government Accountants, discussing the importance of disclosure by municipal securities issuers - Submitted a comment letter to the Governmental Accounting Standards Board (GASB) in response to the organization's ongoing research and outreach efforts on the topic of disclosure by state and local government bond issuers related to debt, including direct borrowings and direct placements - Submitted a comment letter to the Securities and Exchange Commission on proposed amendments to require issuers and obligated persons to post event notices that would include their incurrence of a material bank loan or direct purchase of municipal securities - Submitted letter to the SEC Office of the Investor Advocate in response to a request for the MSRB's perspective on products and practices within the municipal securities market that may have an adverse impact on retail investors.”