[Federal Register Volume 84, Number 60 (Thursday, March 28, 2019)]
[Notices]
[Pages 11841-11844]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-05924]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-85400; File No. SR-MSRB-2019-06]


Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule 
Change To Amend MSRB Rule A-13 to Temporarily Reduce the Rate of 
Assessment for the MSRB's Underwriting, Transaction and Technology Fees 
on Brokers, Dealers and Municipal Securities Dealers

March 22, 2019.
    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 March 14, 2019 the Municipal Securities Rulemaking Board 
(``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 filed with the Commission a proposed rule change to amend 
MSRB Rule A-13, on underwriting and transaction assessments for 
brokers, dealers and municipal securities dealers, to temporarily 
reduce the rate of assessment for the MSRB's underwriting, transaction 
and technology fees on brokers, dealers and municipal securities 
dealers (``dealers'') with respect to assessible activity that occurs 
from April 1, 2019 through September 30, 2019 (the ``proposed rule 
change''). The MSRB has designated the proposed rule change for 
immediate effectiveness.
    The text of the proposed rule change is available on the MSRB's 
website at www.msrb.org/Rules-and-Interpretations/SEC-Filings/2019-Filings.aspx, 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 temporarily reduce 
the rate of assessment for the MSRB's underwriting, transaction and 
technology fees for dealers under Rule A-13, with respect to assessible 
activity that occurs from April 1, 2019 through September 30, 2019. The 
proposed rule change is designed to reduce, in a carefully considered 
and strategic manner, MSRB reserves in a way that furthers the fair and 
equitable balance of fees across regulated entities.
Background
    The MSRB discharges its statutory mandate under the Exchange Act 
through the establishment of rules for dealers and municipal advisors 
(together with dealers, ``regulated entities''), the collection and 
dissemination of market information, market leadership, outreach and 
education. To fund its responsibilities, the MSRB assesses fees on 
regulated entities, where the majority of the fees are driven by market 
activity. Moreover, as a self-regulatory organization, the MSRB must 
maintain sufficient reserves to discharge its responsibilities and 
operate without interruption, even in an economic downturn. Reserves 
are necessary to mitigate fluctuations in the MSRB's primarily market-
driven revenue stream, and provide a backstop for funding services 
essential to the efficiency of the market. The MSRB manages reserves 
balances relative to a Board-approved target, and the Board recently 
revised the target construct which resulted in lowering of the target. 
As a result, following a prior fee reduction in the first quarter of 
the MRSB's Fiscal Year 2019 which occurred before the change in the 
reserves target (the ``first Fiscal Year 2019 temporary fee 
reduction''),\3\ the Board determined that, given the impact of the 
newly lowered target, a second temporary fee reduction was necessary 
and appropriate to manage reserves balances.
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    \3\ See Release No. 34-83713 (Jul. 26, 2018), 83 FR 37538 (Aug. 
1, 2018) (File No. SR-MSRB-2018-06).
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Financial Reserves and the Board's Holistic Review of MSRB Fees
    In 2010, after several years of heavy investment in the 
technological infrastructure needed to launch the MSRB's Electronic 
Municipal Market Access (EMMA[supreg]) website, the MSRB's financial 
reserve levels had dropped below the then reserve target that the MSRB 
had previously established. As a result, replenishing the MSRB's 
reserves became a priority. The following year, the MSRB increased the 
transaction fee under Rule A-13 and began assessing a new technology 
fee for dealers under the same rule.\4\ By 2014, revenue from the 
technology fee had generated sufficient resources to stabilize the 
technology reserve and allowed the MSRB to rebate $3.6 million in 
technology fees to eligible dealers. Further, in 2014, with the 
extension of the MSRB's jurisdiction to regulate municipal advisors, 
this class of regulated entity began contributing to the cost of MSRB 
regulation.\5\
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    \4\ See Release No. 34-63621 (Dec. 29, 2010), 76 FR 604 (Jan. 5, 
2011) (File No. SR-MSRB-2010-10).
    \5\ See Release No. 34-72019 (Apr. 25, 2014), 79 FR 24798 (May 
1, 2014) (File No. SR-MSRB-2014-03).
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    The Board's technology fee rebate decision and analysis of reserve 
levels prompted it in 2015 to conduct a holistic review of fees from 
dealer assessments, municipal advisors and other sources to determine 
whether further changes to the funding structure were warranted. The 
Board evaluated the assessment of MSRB fees on regulated entities with 
the goal of better aligning revenue sources with operating expenses and 
all capital needs. The Board strives to diversify funding sources among 
regulated entities and other entities that fund MSRB operations in a 
manner that ensures long-term sustainability, while continuing to 
strike an equitable balance in fees among regulated entities and a fair 
allocation of the cost of operating and administering the MSRB, 
including regulatory activities, systems development and operational 
activities. The Board, as it has historically, assesses such reasonable 
fees and charges as may be necessary or appropriate to defray the costs 
and expenses of operating and administering the Board.

[[Page 11842]]

    The first outcome of the holistic fee review was to substantially 
reduce (by 8.3%) the fee assessed on municipal securities underwriters. 
At the same time, the MSRB raised initial registration fees (which had 
not been adjusted since 1975) and annual fees (which had not been 
adjusted since 2009)--fees that are paid by all regulated entities--to 
better align with the cost of administering registrants and ensure that 
all registrants more fairly contributed to defraying the costs and 
expenses of operating and administering the MSRB.\6\
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    \6\ As part of the 2015 holistic fee review, the Board also 
determined that the technology fee, originally dedicated solely to 
funding capitalized hardware and software, would be available for 
funding all MSRB operations. See Release No. 34-75751 (Aug. 24, 
2015), 80 FR 52352 (Aug. 28, 2015) (File No. SR-MSRB-2015-08).
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    Outside of that 2015 holistic fee review and to help ensure that 
its fee structure remained balanced and fair, in 2016, the MSRB rebated 
$5.5 million in the excess reserves to dealers that were assessed 
underwriting, transaction and technology fees during the first nine 
months of the fiscal year. Subsequently and to further the objective of 
appropriately and equitably assessing fees across all regulated 
activities, in 2018, the MSRB introduced a new fee on underwriters of 
529 savings plans, as underwriters to 529 savings plans had not 
previously paid a fee in this capacity since the MSRB began regulating 
those underwriters in 1999.\7\
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    \7\ See Release No. 34-81264 (Jul 31, 2017), 82 FR 36472 (Aug. 
4, 2017) (File No. SR-MSRB-2017-05).
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Current Fees
    The current fees assessed on regulated entities are:
    1. Municipal advisor professional fee (Rule A-11). $500 for each 
person associated with the municipal advisor who is qualified as a 
municipal advisor representative in accordance with Rule G-3 and for 
whom the municipal advisor has on file with the SEC a Form MA-I as of 
January 31 of each year;
    2. Initial registration fee (Rule A-12). $1,000 one-time 
registration fee to be paid by each dealer to register with the MSRB 
before engaging in municipal securities activities and by each 
municipal advisor to register with the MSRB before engaging in 
municipal advisory activities;
    3. Annual registration fee (Rule A-12). $1,000 annual fee to be 
paid by each dealer and municipal advisor registered with the MSRB;
    4. Late fee (Rule A-11 and Rule A-12). $25 monthly late fee and a 
late fee on the overdue balance (computed according to the prime rate) 
until paid on balances not paid within 30 days of the invoice date by 
the dealer or municipal advisor;
    5. Underwriting fee (Rule A-13). $.0275 per $1,000 of the par value 
paid by a dealer, on all municipal securities purchased from an issuer 
by or through such dealer, whether acting as principal or agent as part 
of a primary offering; and in the case of an underwriter (as defined in 
Rule G-45) of a primary offering of certain municipal fund securities, 
$.005 per $1,000 of the total aggregate assets for the reporting period 
(i.e., the 529 savings plan fee on underwriters);
    6. Transaction fee (Rule A-13). .001% ($.01 per $1,000) of the 
total par value to be paid by a dealer, except in limited 
circumstances, for inter-dealer sales and customer sales reported to 
the MSRB pursuant to Rule G-14(b), on transaction reporting 
requirements;
    7. Technology fee (Rule A-13). $1.00 paid per transaction by a 
dealer for each inter-dealer sale and for each sale to customers 
reported to the MSRB pursuant to Rule G-14(b); and
    8. Examination fee (Rule A-16). $150 test development fee assessed 
per candidate for each MSRB examination.\8\
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    \8\ In addition, the MSRB charges data subscription service fees 
for subscribers, including dealers and municipal advisors, seeking 
direct electronic delivery of municipal trade data and disclosure 
documents associated with municipal bond issues. However, this 
information is available without direct electronic delivery on the 
MSRB's EMMA website without charge.
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    Notably, while all regulated entities contribute to the MSRB's 
revenue base, the three fees that are the subject of the proposed rule 
change (underwriting, transaction and technology fees) constitute 
approximately 79% of the MSRB's Fiscal Year 2019 budgeted revenue. 
Those three fees are market based, inherently unpredictable, and have 
historically exceeded the respective conservative amounts that the MSRB 
has budgeted for them, thereby directly contributing to the excess 
reserves position. Other fees assessed, described above, contribute to 
the funding of the MSRB; however, they have not contributed to the 
excess reserves position. Over time, as the MSRB has considered the 
reasonable fees and charges necessary or appropriate to defray the 
costs and expenses of operating and administering the Board, the Board 
has continually strived to have an equitable balance of fees among 
regulated entities.\9\ The fees that contributed to the excess reserve 
position are the fees that are the subject of the proposed rule 
change.\10\
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    \9\ The MSRB stated, in 2017, as part of the increase at that 
time of the municipal advisor professional fee from $300 to $500 
that the increase was moving toward a more equitable balance of fees 
among regulated entities. See MSRB Regulatory Notice 2017-20 (Sept. 
29, 2017) in which the MSRB stated:
    The increase also moves towards a more equitable balance of fees 
among regulated entities and, as a result, a fairer allocation of 
the expenses of the MSRB across regulated entities. The original 
$300 per professional fee was established in 2014 as a reasonable 
initial starting amount for the fee. As part of the MSRB's holistic 
review of fees a year later, the MSRB reconsidered the amount of 
this fee, but determined not to increase it at that time in order to 
allow municipal advisors additional time to adapt to regulation. 
However, the MSRB noted that it would revisit the amount of the fee 
in light of the substantial costs associated with developing and 
maintaining a regulatory regime for municipal advisors, which is 
what led to the current fee increase filed today. The MSRB will 
continue to review and evaluate its fees over time to ensure that 
fees are allocated fairly and equitably across all regulated 
entities.
    See also Release No. 34-81841 (Oct. 10, 2017), 82 FR 48135, 
48138 (Oct. 16, 2017) (File No. SR-MSRB-2017-07).
    \10\ In addition to the fees discussed above, the MSRB also 
receives other revenue, including fine revenue, that contributes to 
the excess reserves position. Fine revenue became a new revenue 
source as first provided in 2010 under the Dodd-Frank Wall Street 
Reform and Consumer Protection Act. See 15 U.S.C. 78o-4(c)(9).
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Recent Reserves Review by the Board
    Following the development of its Fiscal Year 2019 budget, which 
included the first Fiscal Year 2019 temporary fee reduction covering 
the underwriting, transaction and technology fees assessed on dealers 
for assessible activity that occurred from October 1, 2018 through 
December 31, 2018, the Board, in its normal course of prudent fiscal 
management, reviewed the MSRB's reserves. That review, which resulted 
in a reduction in the reserves target, was part of the Board's 
continued efforts to properly calibrate the reserves relative to the 
appropriate financial resources needed by the organization to fulfill 
its statutory mandate, support mission objectives, respond to 
regulatory requirements, avail itself of strategically important 
initiatives in furtherance of the mission, enable the organization to 
be fiscally prepared regardless of economic conditions, provide the 
MSRB with the requisite level of liquidity to fund operations and 
ensure the long-term financial sustainability of the organization.
    Following the Board's determination to reduce its reserves target 
and because of a corresponding increase in the excess reserves 
position, the Board then determined to provide a second temporary fee 
reduction of its three largest sources of revenue (i.e., underwriting, 
transaction and technology fees) which, as noted previously, 
collectively constitute approximately 79% of the MSRB's

[[Page 11843]]

Fiscal Year 2019 budgeted revenue and directly contributed to the 
excess reserves position.\11\ The Board's determination to implement a 
second fee reduction, which is the subject of this proposed rule 
change, was a direct result of the change in the reserves target 
construct and the decrease in the target. The proposed rule change is 
projected to result in approximately $5.2 million of foregone revenue 
and reduce the MSRB's reserves, which the Board determined would be 
appropriate and consistent with its prudent fiscal management. In 
total, the MSRB estimates that the combined temporary fee reductions 
for the MSRB's Fiscal Year 2019 would reduce reserves by $7.9 
million.\12\
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    \11\ See discussion under ``Current Fees,'' above.
    \12\ See MSRB Executive Budget Summary for the Fiscal Year 
Beginning on October 1, 2018 for a discussion of the MSRB's 
reserves.
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Proposed Rule Change
    Pursuant to Rule A-13, each dealer must pay to the Board 
underwriting, transaction and technology fees based upon the rates 
specified in that rule. The proposed rule change would amend section 
(h) which sets forth revised temporary assessment rates for these three 
types of assessments, generally reducing by one-third the fees for 
assessible activity that occurs from April 1, 2019 through September 
30, 2019. Amended Rule A-13(h)(i) would provide that the underwriting 
assessment for certain primary offerings for this time period would be 
.00185% of the par value ($0.0185 per $1,000), a reduction from .00275% 
of the par value ($.0275 per $1,000). Amended Rule A-13(h)(ii) would 
provide that the transaction assessment would be .00067% of the par 
value ($0.0067 per $1,000), a reduction from .001% ($.01 per $1,000). 
Finally, amended Rule A-13(h)(iii) would provide that the technology 
assessment would be $0.67 per transaction (a reduction from $1.00 per 
transaction). Rates of assessment would revert to current levels, 
effective October 1, 2019, on assessible activity occurring on and 
after that date.
    Importantly, the temporarily reduced rates would be for assessible 
activity that occurs during this six-month period. Dealers are 
typically billed for these fees after the relevant month end. 
Specifically, the underwriting fee is billed immediately after the 
respective month end, while the transaction and technology fees are 
billed thirty days in arrears.
    The Board seeks to strike the right balance in fee assessments to 
maintain sufficient reserves to ensure fiscal sustainability, while 
providing relief to regulated entities that have contributed to the 
excess reserves position. The temporary six-month fee reduction for the 
underwriting, transaction and technology fees assessed on dealers would 
continue these ongoing efforts.
    In addition, the proposed rule change would correct an inadvertent 
typographical error by amending Rule A-13(h)(iii) to appropriately 
refer to the technology assessment.
2. Statutory Basis
    The MSRB believes that the proposed rule change is consistent with 
Section 15B(b)(2)(J) of the Act \13\ which states that the MSRB's rules 
shall:
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    \13\ 15 U.S.C. 78o-4(b)(2)(J).

provide that each municipal securities broker, municipal securities 
dealer, and municipal advisor 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 specify the amount of such fees and charges, which may 
include charges for failure to submit to the Board, or to any 
information system operated by the Board, within the prescribed 
timeframes, any items of information or documents required to be 
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submitted under any rule issued by the Board.

    In general, the MSRB believes that its rules provide for reasonable 
dues, fees, and other charges among regulated entities. The MSRB 
believes that the proposed rule change is necessary and appropriate to 
fund the operation and administration of the Board and satisfies the 
requirements of Section 15B(b)(2)(J),\14\ achieving a more equitable 
balance of fees among regulated entities and a fairer allocation of the 
expenses of the regulatory activities, system development and 
operational activities undertaken by the MSRB because the proposed rule 
change would temporarily decrease fees for the regulated entities that 
financially contributed to the excess reserves position.
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    \14\ Id.
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    The MSRB manages reserves balances relative to a Board-approved 
target, and the Board recently revised the target construct which 
resulted in lowering of the target. As a result, following the first 
Fiscal Year 2019 temporary fee reduction,\15\ the Board determined 
that, given the impact of the newly lowered target, a second temporary 
fee reduction was necessary and appropriate to manage reserves 
balances. However, looking forward to future years (and after the six-
month temporary fee reduction), the MSRB's pro formas project reserves 
to fall below the targeted level.\16\ As a result, the MSRB believes 
that the temporary fee reduction is preferable to an alternative 
approach, such as a permanent fee reduction, as increased fees will 
likely be required in the future to fund the MSRB's resource needs and 
achieve a balanced budget. Therefore, it did not seem reasonable to 
propose a permanent fee reduction, and then likely require an increase 
in fees thereafter to generate sufficient revenue to fund MSRB 
operations.
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    \15\ See Release No. 34-83713 (Jul. 26, 2018), 83 FR 37538 (Aug. 
1, 2018) (File No. SR-MSRB-2018-06).
    \16\ See supra note 12.
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    While the MSRB has progressively budgeted for municipal advisor 
fees to defray a greater portion of the cost of the MSRB's municipal 
advisor-related activity, the MSRB continues to review and evaluate 
fees over time to ensure that fees are allocated fairly among regulated 
entities.\17\ As described under ``Purpose'' above, the MSRB has 
determined to reduce fees on dealers whose fees have contributed to the 
preponderance of the MSRB's revenues and current reserves position. The 
MSRB's first Fiscal Year 2019 temporary fee reduction was based on the 
same rationale.\18\
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    \17\ See supra note 9.
    \18\ See supra note 3.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    Section 15B(b)(2)(C) of the Act \19\ requires that MSRB rules not 
be designed to impose any burden on competition not necessary or 
appropriate in furtherance of the purposes of the Act.
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    \19\ 15 U.S.C. 78o-4(b)(2)(C).
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    The Board's policy on the use of economic analysis limits its 
application regarding those rules for which the Board seeks immediate 
effectiveness.\20\ However, an internal analysis is still conducted to 
gauge the economic impact, with an emphasis on the burden on 
competition involving regulated entities.
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    \20\ The scope of the Board's policy on the use of economic 
analysis in rulemaking provides that:
    [t]his Policy addresses rulemaking activities of the MSRB that 
culminate, or are expected to culminate, in a filing of a proposed 
rule change with the SEC under Section 19(b) of the Exchange Act, 
other than a proposed rule change that the MSRB reasonably believes 
would qualify for immediate effectiveness under Section 19(b)(3)(A) 
of the Exchange Act if filed as such or as otherwise provided under 
the exception process of this Policy.
    Policy on the Use of Economic Analysis in MSRB Rulemaking, 
available at http://msrb.org/Rules-and-Interpretations/Economic-Analysis-Policy.aspx. For those rule changes which the MSRB seeks 
immediate effectiveness, the MSRB usually focuses exclusively its 
examination on the burden of competition on regulated entities.
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    In this regard, the Board believes the proposed rule change is 
necessary and

[[Page 11844]]

appropriate to promote fairness in funding the operation and 
administration of the Board and would achieve a more equitable balance 
among regulated entities and a more balanced allocation of the expenses 
of the regulatory activities, systems development, and operational 
activities undertaken by the MSRB. Because the three fees that are the 
subject of the proposed rule change (underwriting, transaction and 
technology fees) are the primary drivers for the MSRB's reserves, the 
Board believes that it is appropriate to temporarily reduce these fees 
for the designated period.
    The MSRB does not believe that the proposed rule change would 
result in any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Act, as it would 
temporarily decrease the underwriting, transaction and technology fees 
by the same percentage for all dealers subject to these fees.
    The MSRB believes that the proposed rule change would not impose an 
unnecessary or inappropriate regulatory burden on small regulated 
entities, as smaller dealers would benefit from the temporary fee 
reduction in the same proportion as larger dealers in relation to the 
assessible activity during the relevant period.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    The Board did not solicit comment on the proposed rule change. 
Therefore, there are no comments on the proposed rule change received 
from members, participants or others.

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)(ii) of the Act \21\ and Rule 19b-4(f)(2) \22\ 
thereunder. 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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    \21\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \22\ 17 CFR 240.19b-4(f)(2).
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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-2019-06 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-2019-06. 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. All comments received 
will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-MSRB-2019-06 and should be submitted on 
or before April 18, 2019.

    For the Commission, pursuant to delegated authority.\23\
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    \23\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-05924 Filed 3-27-19; 8:45 am]
 BILLING CODE 8011-01-P