July 6, 2022

VIA ELECTRONIC SUBMISSION

Vanessa A. Countryman
Secretary
Securities and Exchange
Commission, 100 F Street, NE
Washington, DC 20549

Re: File Number SR–MSRB–2022–03; MSRB Notice 2022-03 – Amendments to Certain Fees for Dealers and Municipal Advisors and Proposing an Annual Rate Card Process

Dear Ms. Countryman,

The Securities Industry and Financial Markets Association (“SIFMA”)1 appreciates this opportunity to provide input to the Securities and Exchange Commission (“SEC”) on the Municipal Securities Rulemaking Board’s (“MSRB’s”) Notice 2022-03 (the “Notice”)2 and its Filing of a Proposed Rule Change to Amend Certain Rates of Assessment for Rate Card Fees Under MSRB Rules A-11 and A-13, Institute an Annual Rate Card Process for Future Rate Amendments, and Provide for Certain Technical Amendments to MSRB Rules A-11, A-12, and A-13 (the “Filing”).3

We believe that the MSRB fulfills an important function as a regulator in the municipal securities market, and that the organization needs to ensure it has sufficient revenue to fund its statutory mandate. SIFMA appreciates the MSRB’s review of its fee structure, its efforts to reduce its reserve levels and attempt to create relatively stable fee levels subject to annual incremental rate changes. We do believe that an annual rate setting process can be a beneficial tool to assist in managing the MSRB’s budget and reserve levels. SIFMA does, however, have serious concerns about the proposed amendments in the Filing, as set forth below. For these reasons, we request that the SEC reject this proposal because of the inconsistency in the dealer and municipal advisor fee assessment methodologies, resulting in a significant imbalance in assessments, and the lack of data provided to the municipal securities market participants supporting the MSRB’s conclusions. Approving these proposed changes will systematize this imbalance. Further, we ask that the MSRB require regulated municipal advisors to disclose revenues associated with their municipal advisory business to the MSRB. Only after the MSRB collects and analyzes the amount of fees it collects from registered municipal advisors as a portion of total municipal advisor revenues can the MSRB determine a fair and equitable proportion of fees.

1 SIFMA is the leading trade association for broker-dealers, investment banks and asset managers operating in the U.S. and global capital markets. On behalf of our industry’s nearly 1 million employees, we advocate for legislation, regulation and business policy, affecting retail and institutional investors, equity and fixed income markets and related products and services. We serve as an industry coordinating body to promote fair and orderly markets, informed regulatory compliance, and efficient market operations and resiliency. We also provide a forum for industry policy and professional development. SIFMA, with offices in New York and Washington, D.C., is the U.S. regional member of the Global Financial Markets Association (GFMA).

2 MSRB Notice 2022-03 (June 2, 2022).

3 87 Fed. Reg. 36164 (June 15, 2022).