[Federal Register Volume 88, Number 237 (Tuesday, December 12, 2023)]
[Notices]
[Pages 86188-86193]
[FR Doc No: 2023-27159]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-99096; File No. SR-MSRB-2023-06]

Self-Regulatory Organizations; Municipal Securities Rulemaking
Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule
Change To Establish the 2024 Rate Card Fees for Dealers and Municipal
Advisors Pursuant to MSRB Rules A-11 and A-13

December 6, 2023.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ notice
is hereby given that on November 30, 2023, the Municipal Securities
Rulemaking Board (``MSRB'' or ``Board'') 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 filed with the Commission a proposed rule change to amend,
consistent with the MSRB's annual rate-setting process (``Annual Rate
Card Process''): \3\ (i) Supplementary Material .01 to Rule A-11 to
modify the rate of assessment for the annual rate card fees on
municipal advisors for covered professionals under Rule A-11(b) (the
``Municipal Advisor Professional Fee''); and (ii) Supplementary
Material .01 to Rule A-13 to modify the rate of assessments for the
annual rate card fees on brokers, dealers, and municipal securities
dealers (collectively, ``dealers'') for certain underwriting fees under
Rule A-13(b), transaction fees under Rule A-13(d)(i) and (ii), and
trade count fees under Rule A-13(d)(iv)(a) and (b) (collectively, the
``Market Activity Fees'' and, together with the Municipal Advisor
Professional Fee, the ``Rate Card Fees''). The proposed amendments to
Supplementary Material .01 to Rule A-11 and Supplementary Material .01
to Rule A-13 collectively make up the ``proposed rule change''.
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    \3\ See Exchange Act Release No. 95417 (Aug. 3, 2022), 87 FR
48530 (Aug. 9, 2022), File No. SR-MSRB-2022-06 (establishing the
MSRB's Annual Rate Card Process with respect to the setting of
certain fee rates each calendar year (an ``Annual Rate Card'') and
setting the initial Rate Card Fees through December 31, 2023) (the
``Annual Rate Card Process Notice'').
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    The MSRB has designated the proposed rule change for immediate
effectiveness.\4\ The new Rate Card Fees reflected in the proposed rule
change will become effective as of January 1, 2024.\5\
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    \4\ The MSRB has designated the proposed rule change as
establishing or changing a due, fee, or other charge under Section
19(b)(3)(A)(ii) of the Exchange Act (15 U.S.C. 78s(b)(3)(A)(ii)) and
Rule 19b-4(f)(2) (17 CFR 240.19b-4(f)(2)) thereunder.
    \5\ Rate Card Fees for activities occurring prior to the January
1, 2024 effectiveness of the new rates will continue to accrue at
the rates in effect prior to that date.
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    The text of the proposed rule change is available on the MSRB's
website at https://msrb.org/2023-SEC-Filings, 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 amend the rate of
assessments for the MSRB's Rate Card Fees under its Annual Rate Card
Process. The Annual Rate Card Process was established in 2022 to create
a process by which the four individual Rate Card Fees would be adjusted
on an annual basis under a single rate setting process.\6\ In
conjunction with the establishment of the Annual Rate Card Process, the
MSRB established its initial Annual Rate Card to implement Rate Card
Fees intended to remain in effect through calendar year 2023 (the
``2023 Rate Card''), with new Rate Card Fees expected to be established
for subsequent calendar years. Pursuant to this process and consistent
with the MSRB's funding policy (the ``MSRB Funding Policy''),\7\ the
MSRB has conducted its annual review of the Rate Card Fees and has
determined that an adjustment is necessary and appropriate to defray
the costs and expenses of operating and administering the MSRB.\8\
Accordingly, the proposed rule change would effectuate a new Annual
Rate Card (the ``2024 Rate Card'') which will remain in effect until a
subsequent proposed rule change amending the Rate Card Fees becomes
effective.\9\
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    \6\ See supra note 3.
    \7\ Available at https://www.msrb.org/MSRB-Funding-Policy-0. The
board of directors of the MSRB approved its current Funding Policy
on July 28, 2022 with an effective date of October 1, 2022.
    \8\ See Section 15B(b)(2)(J) of the Exchange Act (15 U.S.C. 78o-
4(b)(2)(J)).
    \9\ The MSRB anticipates amending the rates of assessment for
the Rate Card Fees specified in the 2024 Rate Card with a subsequent
rule filing with the Commission that would become effective as of
January 1, 2025 for the calendar year 2025.
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MSRB Review of the Proposed Rate Card Fees for Fiscal Year 2024
    The MSRB undertook the Annual Rate Card Process as described in the
MSRB Funding Policy to establish the proposed Rate Card Fees for 2024.
The Annual Rate Card Process is intended to establish a fee structure
that is more transparent and predictable for the MSRB's stakeholders
while also retaining the MSRB's flexibility to react to changing market
or budgetary circumstances when establishing reasonable fees to be paid
by regulated entities. The Annual Rate Card Process consists of: (i)
developing the fiscal year operational funding level for the upcoming
fiscal year, (ii) reconciling any material reserves variances, (iii)
incorporating other anticipated revenue for the upcoming fiscal year,
(iv) validating contribution targets and reconciling any rate card fee
variances from the prior fiscal year, and (v) setting rates of
assessment for the Annual Rate Card based on forecasted volume of
activity for the coming fiscal year.
    Development of the Fiscal Year Operational Funding Level. In July
2023, the board of directors of the MSRB

approved an annual expense budget of approximately $47.4 million for
Fiscal Year 2024, which represents a 4.8% increase over the prior
fiscal year, and thereby established the baseline revenue that the
organization will need to operate (i.e., the ``Operational Funding
Level'').\10\
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    \10\ See MSRB Fiscal Year 2024 Budget, available at https://www.msrb.org/sites/default/files/2023-09/MSRB-FY-2024-Budget-Summary.pdf.
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    Reconciliation of Any Material Reserves Variances. Material
reserves variances versus the MSRB's reserves target at the end of the
prior fiscal year are also considered and may be added to or subtracted
from the Operational Funding Level to develop a final ``Budgeted
Revenue Target'' for a given fiscal year. For the 2024 Rate Card, based
on the current reserves target and reserves philosophy, there were no
resulting adjustments to the Operational Funding Level; therefore, the
Budgeted Revenue Target is equal to the Operational Funding Level of
approximately $47.4 million.\11\
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    \11\ See MSRB Funding Policy, supra note 7.
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    Incorporation of Other Anticipated Revenue. Forecasted revenue for
Fiscal Year 2024 from sources other than the Rate Card Fees (e.g.,
annual and initial fees, data subscriptions, municipal fund
underwriting fees and fine revenue) was established as part of the
annual budget approved by the board of directors in July 2023, and that
estimate was subtracted from the Budgeted Revenue Target to determine
the total amount of funding needed to be generated from the Rate Card
Fees established in the 2024 Rate Card (the ``Rate Card Funding
Amount''). For Fiscal Year 2024, approximately $6.9 million is expected
from other revenue sources, which reduced the Rate Card Funding Amount
for 2024 to approximately $40.5 million.\12\
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    \12\ See MSRB Fiscal Year 2024 Budget, supra note 10.
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    Validation of Contribution Targets and Reconciliation of Any Rate
Card Fee Variances from the Prior Fiscal Year. Each of the four Rate
Card Fees are responsible for a proportionate amount of the overall
Rate Card Funding Amount (each a ``Proportional Contribution Amount'').
The MSRB maintains a fair and equitable balance of the Proportional
Contribution Amounts by calculating contribution targets in line with
recent historical precedents. The MSRB intends to maintain fairness and
equity in fees through relatively stable contribution targets.
Annually, the MSRB considers the historical revenue performance of each
fee over time to assess whether there is a durable, material shift in
market structure or circumstances that would indicate that the
expectations for the relative contributions from one or more fees are
no longer reasonable or appropriate. For the initial Rate Card Fees
established in 2022 under the Annual Rate Card Process for 2023, the
MSRB established contribution targets based on the distribution of
revenue assessed over the prior two completed fiscal years (Fiscal Year
2020 and Fiscal Year 2021).\13\ Since that time, material changes in
the municipal market and broader macroeconomic conditions, including
significantly higher interest rates, have materially shifted the
balance of market activity. Specifically, primary market activity has
been significantly lower and secondary market activity has been
significantly higher. As a result, the MSRB determined that a durable,
material shift in market structure or circumstances warranted
adjustments to the contribution targets. For the Rate Card Fees
proposed in this filing intended to be effective beginning on January
1, 2024, the Rate Card Funding Amount was allocated to the Rate Card
Fees based on the following contribution targets: underwriting fee at
30%; transaction fee at 41%; trade count fee at 21%; and Municipal
Advisor Professional Fee at 8%.\14\ This resulted in Proportional
Contribution Amounts as follows for Fiscal Year 2024: underwriting fee
of $12.15 million; transaction fee of $16.61 million; trade count fee
of $8.51 million; and Municipal Advisor Professional Fee of $3.24
million.
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    \13\ Contribution targets used for the 2023 Rate Card Fees were:
underwriting fee 37%, transaction fee 39%, trade count fee 16%,
Municipal Advisor Professional Fee 8%. See the Annual Rate Card
Process Notice, supra note 3.
    \14\ These contribution targets were determined by averaging the
distribution of revenue assessed for Rate Card Fees over the past
two fiscal years (Fiscal Year 2022 and Fiscal Year 2023) and the
distribution of revenue assessed for Rate Card Fees over the past
five fiscal years (Fiscal Year 2019 through Fiscal Year 2023). These
two periods of time were used to reflect a balance of current market
conditions and a longer-term historical precedent. To make the data
comparable across fiscal years, the calculations were completed
using the Market Activity Fee rates that were in place prior to the
2023 Rate Card, excluding the impact of the temporary fee
reductions, and calculated as if the Municipal Advisor Professional
Fee rate of $1,000 per covered professional that was in place for
Fiscal Years 2021 and 2022 had been in place for all Fiscal Years
used in the calculations. Resulting contribution targets were
rounded to the nearest whole percent. See MSRB Fiscal Year 2024
Budget, supra note 10.
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    Rate Card Fee variances between the budget and actual results of
the Rate Card Fees for Fiscal Year 2023 were added to or subtracted
from the respective Proportional Contribution Amount for each fee
(``Final Contribution Amount'').\15\
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    \15\ In Fiscal Year 2023, the underwriting fee had a shortfall
of $3.37 million versus budget. This shortfall was added to the
Proportional Contribution Amount for the underwriting fee of $12.15
million to determine the Final Contribution Amount of $15.52
million. The transaction fee and trade count fee had surpluses
versus budget of $2.73 million and $4.35 million, respectively.
These surpluses were subtracted from the Proportional Contribution
Amounts to determine the Final Contribution Amounts of $13.88
million for the transaction fee and $4.16 million for the trade
count fee. Finally, the Municipal Advisor Professional Fee had a
shortfall $0.04 million versus budget in FY 2023. This amount was
added to the Proportion Contribution Target for the Municipal
Advisor Professional Fee to determine the Final Contribution Amount
of $3.28 million. See MSRB Fiscal Year 2024 Budget, supra note 10.
See also MSRB Funding Policy, supra note 7.
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    Forecast of Expected Activity and Setting the Annual Rate Card. The
MSRB used historical and current data to inform the expectations for
volume of activity for the coming fiscal year. Based on the anticipated
volume of activity, the MSRB calculated rates of assessment for each of
the Rate Card Fees to generate their respective Final Contribution
Amounts for Fiscal Year 2024.\16\ To the extent that the volume of
activity for Fiscal Year 2024 varies from the expectations used to
calculate the rates of assessment, the resulting Rate Card Fee
Variances in Fiscal Year 2024 will be incorporated into the next Annual
Rate Card using the same process as described in the prior paragraph.
The rates of assessment are subject to the limitations described below
as applicable.
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    \16\ Consistent with the MSRB Funding Policy (see supra note 7),
the assumptions used for expected volume of activity in Fiscal Year
2024 are as follows: underwriting fee of $400 billion in par
underwritten; transaction fee of $1.527 trillion in par transacted
(five-year average volume); trade count fee of 7.34 million trades
(five-year average volume); Municipal Advisor Professional Fee of
2,830 municipal advisor professionals. The board of directors of the
MSRB uses the best available information and business judgment to
set expected volumes of activity for the coming fiscal year, which
consists of an evaluation of and reliance on historical volume and
averages, as well as observable trends and patterns. See also MSRB
Fiscal Year 2024 Budget, supra note 10.
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Limitations on Rate Changes To Promote Predictability and Stability
    The MSRB included in the Annual Rate Card Process limitations on
fee increases from year-to-year to promote greater predictability and
stability.\17\

This included a 25% cap on the maximum increase in the assessment rate
for an individual Rate Card Fee based on the highest assessment rate in
the previous two annual rate cards. This cap is intended to limit large
increases in rates of assessment for the Rate Card Fees in instances
where expected volume decreases significantly from the prior year.\18\
For the 2024 Rate Card, the initial calculation for the underwriting
fee resulted in a rate of assessment that exceeded 25% over the
underwriting fee rate in the 2023 Rate Card. As a result, the
underwriting fee rate for 2024 was capped at a 25% increase over the
2023 rate. Due to this limitation, the MSRB anticipates that the full
amount of the negative Rate Card Fee variance for the underwriting fee
in 2023 will not be fully recaptured in 2024 and the remaining
shortfall will carry over into the calculation for the next Annual Rate
Card.
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    \17\ If the full amount of a negative Rate Card Fee variance
cannot be recaptured in a single year due to these limitations, the
remaining amount of such variance will carry over into the
calculation of the Rate Card Funding Amount for the following fiscal
year(s) and, all else being equal, increase the rate of assessment
for such Rate Card Fee. Conversely, there are no limits on potential
decreases to the rates of assessment for the Rate Card Fees that may
result from Positive Rate Card Fee Variances and, if warranted,
Positive Reserves Variances. See the Annual Rate Card Process
Notice, supra note 3. See also MSRB Funding Policy, supra note 7.
    \18\ There is an additional limitation of a 10% cap on the
maximum increase in the targeted revenue for an individual Rate Card
Fee based on the highest amount of such targeted revenue in the
previous two Annual Rate Cards. This cap is intended to limit large
increases in the rate of assessment for the Rate Card Fees to ensure
that fee increases remain incremental and, accordingly, regulated
entities have the time to operationalize such increases into their
business models. In Fiscal Year 2024, no targeted revenue exceeded
the 10% cap. Because the rates of assessment for Rate Card Fees are
based on both the targeted revenue for the Rate Card Fee and the
underlying volume or activity level on which the Rate Card Fee is
assessed, the rates themselves are subject to a potentially higher
level of variability than the underlying targeted revenue intended
to be generated by each Rate Card Fee. As the Annual Rate Card
Process returns any Positive Rate Card Fee Variances in the
subsequent year, outperforming volume in one year cannot be used to
buffer under-performing volume in another year. The 10% maximum cap
on targeted revenue is intended to be the primary limitation on
revenue increases. The 25% maximum cap on assessment rate increases
is intended to be a supplemental limitation that balances the
potential impact of rate changes driven by underlying volume changes
while retaining the MSRB's ability to assess and collect sufficient
revenue to fund the organization's expenses. See the Annual Rate
Card Process Notice, supra note 3. See also MSRB Funding Policy,
supra note 7.
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    Proposed 2024 Rate Card. The MSRB uses adjustments to the Annual
Rate Card to set and revise the Rate Card Fees in the 2024 Rate Card to
levels that it anticipates will be sufficient to: (i) cover anticipated
expenses for the related fiscal year, (ii) maintain target contribution
balances between fees on regulated entities, (iii) address any prior-
year variance between the amounts of each of the Rate Card Fees
actually collected versus budget, and (iv) address any variance between
the amount of the MSRB's organizational reserves versus the MSRB's
reserves target.
    The proposed rule change would establish the Municipal Advisor
Professional Fee specified in Rule A-11 and the Market Activity Fees
specified in Rule A-13 in accordance with the chart below.

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                                                                                Current  rate  Proposed  rate
                                                              Basis                  for  2023       for  2024
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Underwriting Fee..............................  Per $1,000 Par Underwritten.....         $0.0297         $0.0371
Transaction Fee...............................  Per $1,000 Par Transacted.......          0.0107          0.0091
Trade Count Fee...............................  Per Trade.......................            1.10            0.57
Municipal Advisor Professional Fee............  Per Covered Professional........           1,060           1,160
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    Consistent with the MSRB Funding Policy, the proposed Rate Card
Fees in the 2024 Rate Card reflect the formulaic results of executing
the Annual Rate Card Process as detailed above.\19\
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    \19\ See MSRB Funding Policy, supra note 7.
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    In order to effect these changes and set the Rate Card Fees in the
2024 Rate Card, the MSRB proposes to amend Supplementary Material .01,
on Annual Rate Card Fee, to MSRB Rule A-11 to modify the 2023 rate
contained therein for the Municipal Advisor Professional Fee to the
proposed rate for 2024 identified in the chart above and to clarify
that the calculation of the Municipal Advisor Professional Fee is based
on the number of covered professionals as of January 31, 2024, rather
than 2023, and as of January 31 of each subsequent, applicable year
thereafter.\20\ The MSRB also proposes to amend the second sentence of
Supplementary Material .01, on Annual Rate Card Fee, to MSRB Rule A-11
to replace the initial word ``The'' with ``Any'' to clarify the process
for future Annual Rate Card Fee amendments. In addition, the MSRB
proposes to amend Supplementary Material .01, on Annual Rate Card Fees,
to MSRB Rule A-13 to modify the 2023 rates contained therein for the
underwriting fee, transaction fee and trade count fee to the respective
proposed rates for 2024 identified in the chart above. The MSRB also
proposes to amend Supplementary Material .01, on Annual Rate Card Fees,
to MSRB Rule A-13 to change the month that rates of assessment become
effective, from ``October'' to ``January'' as the reference to
``October'' was applicable only to establish the first Annual Rate
Card, as discussed in the Annual Rate Card Process Notice. Lastly, the
MSRB proposes to amend the first word of the last paragraph of
Supplementary Material .01, on Annual Rate Card Fees, to MSRB Rule A-13
to replace the word ``The'' with ``Any'' to clarify the process for
future Annual Rate Card Fee amendments.
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    \20\ While the MSRB anticipates amending the rates of assessment
for the Rate Card Fees specified in the 2024 Rate Card with a
subsequent rule filing with the Commission that would become
effective as of January 1, 2025 for the calendar year 2025, if the
MSRB does not make such anticipated change, the Municipal Advisor
Professional Fee for 2025 would be based on the number of covered
professionals as of January 31, 2025.
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    These revised rates would become effective on January 1, 2024 and
are expected to apply to activities occurring until a subsequent
proposed rule change amending the Rate Card Fees becomes effective. The
MSRB anticipates amending the rates of assessment specified in this
proposed Annual Rate Card with a subsequent rule filing with the
Commission that would become effective as of January 1, 2025.
2. Statutory Basis
    The MSRB believes that the proposed rule change is consistent with
Section 15B(b)(2)(J) of the Exchange Act,\21\ which states that the
MSRB's rules shall provide that each municipal securities broker,
municipal securities dealer, and municipal advisor 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.\22\ Such rules must 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.\23\
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    \21\ 15 U.S.C. 78o-4(b)(2)(J).
    \22\ Id. See also MSRB Fiscal Year 2024 Budget, supra note 10.
    \23\ 15 U.S.C. 78o-4(b)(2)(J).
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    The MSRB believes that the 2024 Rate Card provides for reasonable
fees and charges to be paid by regulated entities. Moreover, the MSRB
believes that the Rate Card Fees established in the 2024 Rate Card are
necessary and appropriate to fund the operation and administration of
the MSRB and, thereby, satisfy the requirements of Section 15B(b)(2)(J)
\24\ through a reasonable fee structure that ensures (i) an equitable
balance of necessary and appropriate fees among regulated entities and
(ii) a fair allocation of the burden of defraying the costs and
expenses of the MSRB. Specifically, the MSRB believes that the 2024
Rate Card will achieve reasonable fees to be paid by regulated entities
that (i) are necessary and appropriate to sustain the operation and
administration of the MSRB by defraying the MSRB's anticipated Fiscal
Year 2024 operating and administrative expenses; (ii) reasonably and
appropriately allocate fees among firms by equitably distributing fees
in accordance with each individual firm's overall market activities;
and (iii) reasonably and appropriately adjust for the annual
fluctuations in the volume of market activity as compared to budget
expectation by incorporating the actual amounts of Market Activity Fees
and Municipal Advisor Professional Fees collected as compared to budget
into this and future rate-setting processes.\25\ As a result, the MSRB
believes that the proposed rule change satisfies the applicable
requirements of Section 15B(b)(2)(J) of the Exchange Act.\26\
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    \24\ Id.
    \25\ See the Annual Rate Card Process Notice, supra note 3.
    \26\ 15 U.S.C. 78o-4(b)(2)(J).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    Section 15B(b)(2)(C) of the Exchange Act \27\ requires that MSRB
rules not be designed to impose any burden on competition not necessary
or appropriate in furtherance of the purposes of the Exchange Act. The
MSRB has considered the economic impact of the proposed rule change to
Rule A-11 and Rule A-13.\28\ The MSRB believes that the proposed Rate
Card Fees established in the 2024 Rate Card for the calendar year of
2024 equitably and non-discriminatorily distribute the fee burden
across all MSRB regulated entities who participate in the municipal
securities market. In the 2024 Rate Card, the MSRB has proposed a rate
increase for the underwriting fee, which would apply to all dealers who
conduct underwriting activity, and for the Municipal Advisor
Professional Fee, which would apply to all municipal advisor firms. In
addition, the MSRB has proposed a rate decrease for the transaction fee
and the trade count fee, which would apply to all dealers who conduct
trading activities. While some firms may pay a higher (lower) share of
fees than other firms when compared to Fiscal Year 2023,\29\ the
increases (decreases) are the result of the MSRB's reconciliation of
Rate Card Fee variances from Fiscal Year 2023 and changes in
contribution targets for the various fee categories, as well as the
expected market activities for Fiscal Year 2024. As intended under the
Annual Rate Card Process, no firm would be unduly burdened when
compared to another firm over the course of multiple years; the MSRB
therefore does not believe the proposed rule change would create any
burden on competition for regulated entities, as the projected fee
proportions for 2024 are in line with the targeted contribution balance
previously set in connection with the 2023 Rate Card. Finally, the MSRB
believes the proposed Rate Card Fees under the 2024 Rate Card would not
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Exchange Act.
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    \27\ 15 U.S.C. 78o-4(b)(2)(C).
    \28\ See Policy on the Use of Economic Analysis in MSRB
Rulemaking, available at https://www.msrb.org/Policy-Use-Economic-Analysis-MSRB-Rulemaking. In evaluating whether there was any burden
on competition that is not necessary or appropriate in furtherance
of the purposes of the Exchange Act, the MSRB was guided by its
principles that required the MSRB to consider costs and benefits of
a rule change, its impact on efficiency, capital formation and
competition, and the main reasonable alternative regulatory
approaches. For those rule changes which the MSRB files for
immediate effectiveness under Section 19(b)(3)(A) of the Exchange
Act (15 U.S.C. 78s(b)(3)(A)), while not subject to the policy, the
MSRB usually focuses its examination exclusively on the burden of
competition on regulated entities.
    \29\ Because of the timing of the adoption of the Annual Rate
Card Process, the 2023 Rate Card's effective date was October 1,
2022, and the Rate Card Fees thereunder remain effective until this
proposed rule change amending those rates is filed and becomes
effective as of January 1, 2024. Thereafter, the Rate Card Fees
under the 2024 Rate Card would be effective for calendar year 2024
and would remain effective until a subsequent proposed rule change
amending such Rate Card Fees is filed and becomes effective.
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    As a background to this analysis, the adoption by the MSRB in 2022
of its Annual Rate Card Process and the 2023 Rate Card introduced a new
fee structure that would (i) maintain a fair and equitable balance of
fees; (ii) better mitigate the impact of market volatility on the
MSRB's revenue and reserve structure; and (iii) maintain rates within a
reasonably predictable range.\30\ The MSRB determined it was necessary
and appropriate to devise a methodology that reasonably and
appropriately defrays the costs and expenses of operating and
administering the MSRB, with a goal of arriving at a long-term solution
for the MSRB's revenue generation process and ensuring a sustainable
financial position.\31\ In addition, the MSRB believes the Rate Card
Fee framework is more transparent and predictable for the MSRB's
stakeholders in a manner that would reduce year-to-year variability in
the MSRB's total fee assessments while also retaining the MSRB's
ability to react to changing circumstances when establishing reasonable
fees.\32\
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    \30\ See Annual Rate Card Process Notice, supra note 3.
    \31\ See id.
    \32\ See id. The MSRB adopted the new approach to reduce the
variability in fee assessments from the impact of market volatility
by adjusting for budget surpluses or shortfalls annually, therefore
providing a better mechanism for effectively managing fee rates and
reserve levels.
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    The MSRB's Annual Rate Card Process devised an annual rate-setting
method to recalculate fee rates every year for the underwriting fee,
transaction fee, trade count fee, and Municipal Advisor Professional
Fee.\33\ The Annual Rate Card Process was designed to have more
frequent but smaller downward and upward adjustments to keep budgeted
revenues more closely aligned with budgeted expenses. It allows the
MSRB to review a change in budgeted revenues and expenses relative to
the prior year and any change in the actual reserves relative to the
targeted reserves, assess the projected market activities for each
category of fees in the upcoming year and incorporate any needed
adjustments directly into the Annual Rate Card Process. Any over/under
assessment in the prior year within each class of fee payer would be
factored into any change in the fee rate for the subsequent year, in
addition to accommodating any change in other considerations.\34\
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    \33\ See id. Fees not included in the Annual Rate Card are
Municipal Fund Securities Underwriting Fee, Annual Assessment,
Initial Registration Fee, Professional Qualification Exam Fees, and
Late Fees.
    \34\ For example, change in annual expenses, change in projected
market volume, prior year revenue changes as compared to budget,
change in reserve target and certain limitations on fee increases.
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Effect on Competition
    The Rate Card Fees under the 2024 Rate Card established pursuant to
the

proposed rule change represent the first calendar-year adjustments for
Rate Card Fees since the adoption of the Annual Rate Card Process and
the initial 2023 Rate Card. During Fiscal Year 2023, the MSRB collected
below-the-projected amount from the underwriting fee and Municipal
Advisor Professional Fee, but above-the-projected amount from the
transaction fee and trade count fee. The results were largely driven by
market activities that featured heavy secondary market trading but
relatively light primary market issuance.\35\ For the 2024 Rate Card,
the MSRB has proposed a rate increase for the underwriting fee and the
Municipal Advisor Professional Fee, and a rate decrease for the
transaction fee and the trade count fee. These changes in rates are
intended to reconcile with the Rate Card fee changes from Fiscal Year
2023 and are also based on the MSRB's Fiscal Year 2024 budget and
projected revenues and expenses, reserve target, and projected
activities in each category for calendar year 2024, to maintain in
general the targeted contribution balance between fee categories.
---------------------------------------------------------------------------

    \35\ For example, in 2022, the municipal securities market had
the highest par value traded since 2008 and the highest number of
trades since 2005, and the market continues to experience higher-
than-normal trading activities in 2023. On the other hand, the
underwriting volume was below the yearly average in recent years
between October 2022 and September 2023.
---------------------------------------------------------------------------

    The MSRB does not believe the proposed rule change would create any
burden on competition for regulated entities, as the projected fee
proportions for 2024 are in line with the targeted contribution balance
previously set in connection with the 2023 Rate Card when the MSRB
first adopted the Annual Rate Card Process. The MSRB believes the
proposed rule change is necessary and appropriate to ensure prudent
funding for the MSRB and that the changes to the Rate Card Fees are
reasonably and fairly designed to be proportionately distributed across
regulated entities in such a way that would not harm competition among
regulated entities, nor otherwise harm the functioning of the municipal
securities market. For example, while firms with underwriting activity
may incur higher fees in 2024 than in Fiscal Year 2023 as a result of
an increase in the underwriting fee, the transaction and trade count
fees tied to their trading activity is expected to decrease assuming
the same level of trading activity compared to the prior year. In
addition, the increases and decreases are by design intended to
reconcile with the changes year to year such that no firm would be
unduly burdened as compared to another firm over the course of multiple
years and the fee burden would be distributed equitably across all MSRB
regulated entities.
    Section 15B(b)(2)(L)(iv) of the Exchange Act \36\ 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 MSRB believes that the increase for the Municipal Advisor
Professional Fee would not impose an unnecessary or inappropriate
regulatory burden on small municipal advisors. As the total amount of
the assessment payable by each municipal advisory firm would continue
to be proportional to the number of Forms MA-I filed by a firm and,
therefore, would result in lower relative assessments for smaller
firms. 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.
---------------------------------------------------------------------------

    \36\ 15 U.S.C. 78o-4(b)(2)(L)(iv).
---------------------------------------------------------------------------

    For the reasons noted above, the MSRB believes that the proposed
rule change would not impose any burden on competition that is not
necessary or appropriate in furtherance of the purposes of the Exchange
Act.\37\
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    \37\ 15 U.S.C. 78o-4(b)(2)(C).
---------------------------------------------------------------------------

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 foregoing proposed rule change has become effective pursuant to
Section 19(b)(3)(A) of the Act \38\ and paragraph (f) of Rule 19b-4
thereunder.\39\ 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.
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    \38\ 15 U.S.C. 78s(b)(3)(A).
    \39\ 17 CFR 240.19b-4(f).
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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 [email protected]. Please
include File Number SR-MSRB-2023-06 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-2023-06. 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 website (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 website 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. Do not include
personal identifiable information in submissions; you should submit
only information that you wish to make available publicly. We may
redact in part or withhold entirely from publication submitted material
that is obscene or subject to copyright protection. All submissions
should refer to File Number SR-MSRB-2023-06 and should be submitted on
or before January 2, 2024.

    For the Commission, pursuant to delegated authority.\40\
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    \40\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-27159 Filed 12-11-23; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 76, Number 65 (Tuesday, April 5, 2011)]
[Rules and Regulations]
[Pages 18650-18651]
[FR Doc No: 2011-7773]

=======================================================================
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ENVIRONMENTAL PROTECTION AGENCY

40 CFR Part 52

[EPA-R04-OAR-2010-0798-201048; FRL-9288-8]

Approval and Promulgation of Implementation Plans and
Designations of Areas for Air Quality Planning Purposes; Georgia: Rome;
Determination of Attaining Data for the 1997 Annual Fine Particulate
Standard

AGENCY: Environmental Protection Agency (EPA).

ACTION: Final rule.

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SUMMARY: EPA has determined that the Rome, Georgia, fine particulate
(PM2.5) nonattainment area (hereafter referred to as ``the
Rome Area'' or ``Area'') has attained the 1997 annual average
PM2.5 National Ambient Air Quality Standard (NAAQS). The
Rome Area is comprised of Floyd County in its entirety. This
determination of attainment is based upon complete, quality-assured and
certified ambient air monitoring data for the 2007-2009 period showing
that the Area has monitored attainment of the 1997 annual
PM2.5 NAAQS. The requirements for the Area to submit an
attainment demonstration and associated reasonably available control
measures (RACM), a reasonable further progress (RFP) plan, contingency
measures, and other planning State Implementation Plan (SIP) revisions
related to attainment of the standard shall be suspended so long as the
Area continues to attain the 1997 annual PM2.5 NAAQS.

DATES: Effective Date: This final rule is effective on May 5, 2011.

ADDRESSES: EPA has established a docket for this action under Docket ID
Number EPA-R04-OAR-2010-0798. All documents in the docket are listed in
the http://www.regulations.gov Web site. Although listed in the
electronic docket, some information is not publicly available, i.e.,
confidential business information (CBI) or other information whose
disclosure is restricted by statute. Certain other material, such as
copyrighted material, is not placed on the Internet and will be
publicly available only in hard copy form. Publicly available docket
materials are available either electronically through http://www.regulations.gov or in hard copy for public inspection during normal
business hours at the Regulatory Development Section, Air Planning
Branch, Air, Pesticides and Toxics Management Division, U.S.
Environmental Protection Agency, Region 4, 61 Forsyth Street, SW.,
Atlanta, Georgia 30303-8960.

FOR FURTHER INFORMATION CONTACT: Joel Huey or Sara Waterson, Regulatory
Development Section, Air Planning Branch, Air, Pesticides and Toxics
Management Division, U.S. Environmental Protection Agency, Region 4, 61
Forsyth Street, SW., Atlanta, Georgia 30303-8960. Mr. Huey may be
reached by phone at<PHONE_NUMBER> or via electronic mail at
<EMAIL_ADDRESS>Ms. Waterson may be reached by phone at (404) 562-
9061 or via electronic mail at<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

I. What action is EPA taking?
II. What is the effect of this action?
III. What is EPA's final action?
IV. Statutory and Executive Order Reviews

I. What action is EPA taking?

    EPA is determining that the Rome Area (comprised of Floyd County in
its entirety) has attaining data for the 1997 annual PM2.5
NAAQS. This determination is based upon quality assured, quality
controlled and certified ambient air monitoring data that shows the
Area has monitored attainment of the 1997 annual PM2.5 NAAQS
based on the 2007-2009 data.
    Other specific requirements of the determination and the rationale
for EPA's action are explained in the notice of proposed rulemaking
(NPR) published on December 13, 2010 (75 FR 77595). The first and
second quarters of 2008 were incomplete with around 73 percent
completeness each. Data

substitution, as described in 40 CFR part 50, Appendix N, was used to
make a complete record. EPA proposed that the Rome Area is meeting the
1997 annual PM2.5 NAAQS both with and without data
substitution and is now meeting the 1997 annual PM2.5 NAAQS.
The design value without data substitution, 13.3 [mu]g/m\3\, is
considered to be the official design value. The comment period closed
on January 13, 2011. No adverse comments were received in response to
the NPR.

II. What is the effect of this action?

    This final action, in accordance with 40 CFR 51.1004(c), suspends
the requirements for this Area to submit attainment demonstrations,
associated RACM, RFP plans, contingency measures, and other planning
SIPs related to attainment of the 1997 annual PM2.5 NAAQS as
long as this Area continues to meet the 1997 annual PM2.5
NAAQS. Finalizing this action does not constitute a redesignation of
the Rome Area to attainment for the 1997 annual PM2.5 NAAQS
under section 107(d)(3) of the Clean Air Act (CAA). Further, finalizing
this action does not involve approving maintenance plans for the Area
as required under section 175A of the CAA, nor does it involve a
determination that the Area has met all requirements for a
redesignation.

III. What is EPA's final action?

    EPA is determining that the Rome Area has attaining data for the
1997 annual PM2.5 NAAQS. This determination is based upon
quality assured, quality controlled, and certified ambient air
monitoring data showing that this Area has monitored attainment of the
1997 annual PM2.5 NAAQS during the period 2007-2009. This
final action, in accordance with 40 CFR 51.1004(c), will suspend the
requirements for this Area to submit attainment demonstrations,
associated RACM, RFP plans, contingency measures, and other planning
SIPs related to attainment of the 1997 annual PM2.5 NAAQS as
long as the Area continues to meet the 1997 annual PM2.5
NAAQS. EPA is taking this final action because it is in accordance with
the CAA and EPA policy and guidance.

IV. Statutory and Executive Order Reviews

    This action makes a determination of attainment based on air
quality, and will result in the suspension of certain federal
requirements, and it will not impose additional requirements beyond
those imposed by State law. For that reason, this action:
     Is not a ``significant regulatory action'' subject to
review by the Office of Management and Budget under Executive Order
12866 (58 FR 51735, October 4, 1993);
     Does not impose an information collection burden under the
provisions of the Paperwork Reduction Act (44 U.S.C. 3501 et seq.);
     Is certified as not having a significant economic impact
on a substantial number of small entities under the Regulatory
Flexibility Act (5 U.S.C. 601 et seq.);
     Does not contain any unfunded mandate or significantly or
uniquely affect small governments, as described in the Unfunded
Mandates Reform Act of 1995 (Pub. L. 104-4);
     Does not have Federalism implications as specified in
Executive Order 13132 (64 FR 43255, August 10, 1999);
     Is not an economically significant regulatory action based
on health or safety risks subject to Executive Order 13045 (62 FR
19885, April 23, 1997);
     Is not a significant regulatory action subject to
Executive Order 13211 (66 FR 28355, May 22, 2001);
     Is not subject to requirements of Section 12(d) of the
National Technology Transfer and Advancement Act of 1995 (15 U.S.C. 272
note) because application of those requirements would be inconsistent
with the CAA; and
     Does not provide EPA with the discretionary authority to
address, as appropriate, disproportionate human health or environmental
effects, using practicable and legally permissible methods, under
Executive Order 12898 (59 FR 7629, February 16, 1994). In addition,
this 1997 PM2.5 clean NAAQS data determination for the Rome
Area does not have tribal implications as specified by Executive Order
13175 (65 FR 67249, November 9, 2000), because the SIP is not approved
to apply in Indian country located in the state, and EPA notes that it
will not impose substantial direct costs on tribal governments or
preempt tribal law.
    The Congressional Review Act, 5 U.S.C. 801 et seq., as added by the
Small Business Regulatory Enforcement Fairness Act of 1996, generally
provides that before a rule may take effect, the agency promulgating
the rule must submit a rule report, which includes a copy of the rule,
to each House of the Congress and to the Comptroller General of the
United States. EPA will submit a report containing this action and
other required information to the U.S. Senate, the U.S. House of
Representatives, and the Comptroller General of the United States prior
to publication of the rule in the Federal Register. A major rule cannot
take effect until 60 days after it is published in the Federal
Register. This action is not a ``major rule'' as defined by 5 U.S.C.
804(2).
    Under section 307(b)(1) of the CAA, petitions for judicial review
of this action must be filed in the United States Court of Appeals for
the appropriate circuit by June 6, 2011. Filing a petition for
reconsideration by the Administrator of this final rule does not affect
the finality of this action for the purposes of judicial review nor
does it extend the time within which a petition for judicial review may
be filed, and shall not postpone the effectiveness of such rule or
action. This action may not be challenged later in proceedings to
enforce its requirements. (See section 307(b)(2)).

List of Subjects in 40 CFR Part 52

    Environmental protection, Air pollution control, Incorporation by
reference, Particulate matter.

    Dated: March 24, 2011.
A. Stanley Meiburg,
Acting Regional Administrator, Region 4.

    40 CFR part 52 is amended as follows:

PART 52--[AMENDED]

0
1. The authority citation for part 52 continues to read as follows:

    Authority: 42 U.S.C. 7401 et seq.

Subpart L--Georgia

0
2. Section 52.578 is amended by adding paragraphs (a) and (b) to read
as follows:

Sec.  52.578  Control Strategy: Sulfur oxides and particulate matter.

* * * * *
    (a) Determination of Attaining Data. EPA has determined, as of
April 5, 2011, the Rome, Georgia, nonattainment area has attaining data
for the 1997 annual PM2.5 NAAQS. This determination, in
accordance with 40 CFR 52.1004(c), suspends the requirements for this
area to submit an attainment demonstration, associated reasonably
available control measures, a reasonable further progress plan,
contingency measures, and other planning SIPs related to attainment of
the standard for as long as this area continues to meet the 1997 annual
PM2.5 NAAQS.
    (b) [Reserved]

[FR Doc. 2011-7773 Filed 4-4-11; 8:45 am]
BILLING CODE 6560-50-P


[Federal Register Volume 77, Number 43 (Monday, March 5, 2012)]
[Notices]
[Pages 13172-13173]
[FR Doc No: 2012-5217]

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DEPARTMENT OF TRANSPORTATION

Office of The Secretary

Guidance on the Use of Rounding in Air Fare Advertisements

AGENCY: Office of the Secretary, Department of Transportation.

ACTION: Notice Providing Guidance on the Use of Rounding in Air Fare
Advertisements.

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SUMMARY: The Department is publishing the following notice providing
guidance on the use of rounding in air fare advertisements.

FOR FURTHER INFORMATION CONTACT: Nicholas Lowry, Attorney, Office of
Aviation Enforcement and Proceedings (C-70), 1200 New Jersey Ave. SE.,
Washington, DC 20590,<PHONE_NUMBER>.
    This notice is intended to provide guidance to air carriers,
foreign air carriers, and ticket agents regarding

compliance with the full-fare disclosure mandate of the Department's
recent consumer rule, ``Enhancing Airline Consumer Protections'' (14
CFR 399.84, 76 FR 23110, 23166, Apr. 25, 2011). The rule requires that
in all fare advertisements for passenger air transportation, a tour, or
a tour component the fare published by the vendor must represent the
full amount payable by the consumer. Based on a recent review by the
Office of Aviation Enforcement and Proceedings (Enforcement Office), a
number of Internet sites display fares in whole dollar amounts that
represent a rounding down of the exact fare, while other sites state
the exact fare or round up.
    To comply with the requirements of our recently revised full-fare
advertising rule, sellers of air transportation must in all fare
displays state either the exact fare or round up to an amount greater
than the exact fare. This will avoid stating a fare that is lower than
its actual amount and may be particularly important in sites which rank
fares and display fare alternatives by fare amount. The Enforcement
Office views any failure to show either the exact fare or to round up
to an amount greater than the exact fare to constitute an unfair and
deceptive trade practice and unfair method of competition in violation
of 49 U.S.C. 41712 as well as a violation of 14 CFR 399.84. Of course,
sellers rounding up in their advertisements may sell the ticket at the
exact fare when a purchase is made.
    The Enforcement Office will allow vendors 60 days to revise their
site displays, if necessary, prior to instituting enforcement action on
the basis of a practice of rounding down fare amounts. These disclosure
requirements extend to all vendors of air transportation. Questions
regarding this notice may be addressed to the Office of Aviation
Enforcement and Proceedings (C-70), 1200 New Jersey Avenue, SE.,
Washington, DC 20590.
    An electronic version of this document is available at http://www.regulations.gov.

    Dated: February 28, 2012.
Samuel Podberesky,
Assistant General Counsel for Aviation Enforcement and Proceedings.
[FR Doc. 2012-5217 Filed 3-2-12; 8:45 am]
BILLING CODE 4910-9X-P