TY 2019 Form 990

(A) Name and title	(B) Average hours per week (list any hours for related organizations below dotted line)	(E) Reportable compensation from related organizations (W-2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(1) LYNNETTE KELLY...................................................................... FORMER CEO	0.0 ................. 0.0				X	1,017,062	48,499
(2) MARK T KIM...................................................................... EXECUTIVE VP AND COO	40.0 ................. 0.0	X				607,121	58,236
(3) RITTA MCLAUGHLIN...................................................................... CHIEF EDU. OFF. (UNTIL 11/19)	40.0 ................. 0.0			X		578,281	48,584
(4) JOHN A BAGLEY...................................................................... CHIEF MARKET STRUCTURE OFFICER	40.0 ................. 0.0		X			492,786	54,906
(5) NANETTE D LAWSON...................................................................... INTERIM CEO AND CFO, TREASURER	40.0 ................. 0.0	X				401,621	69,013
(6) GAIL MARSHALL...................................................................... CHIEF COMPLIANCE OFFICER	40.0 ................. 0.0		X			400,137	43,496
(7) JENNIFER A GALLOWAY...................................................................... FORMER CHIEF COMM. OFFICER	0.0 ................. 0.0				X	352,291	41,027
(8) LANNY SCHWARTZ...................................................................... FORMER CHIEF REGULATORY OFF.	0.0 ................. 0.0				X	308,470	29,602
(9) MICHAEL POST...................................................................... FORMER GENERAL COUNSEL	0.0 ................. 0.0				X	307,801	21,012
(10) E ADAM CUSSON...................................................................... CHIEF INFO. OFF. (EFF. 7/1/19)	40.0 ................. 0.0		X			265,428	22,541
(11) PAMELA ELLIS...................................................................... ASSOC GEN CNSL (UNTIL 12/19)	40.0 ................. 0.0			X		253,793	33,721
(12) SIMON WU...................................................................... CHIEF ECONOMIST	40.0 ................. 0.0			X		249,694	29,071
(13) JILL FURICK...................................................................... DIRECTOR HUMAN RESOURCES	40.0 ................. 0.0			X		238,315	28,929
(14) RONALD W SMITH...................................................................... CORPORATE SECRETARY	40.0 ................. 0.0	X				226,583	32,724
(15) SALLY KLEMPERER...................................................................... ASSOCIATE GENERAL COUNSEL	40.0 ................. 0.0			X		219,948	28,931
(16) SARA AHMADZAI...................................................................... ASSISTANT CORPORATE SECRETARY	40.0 ................. 0.0	X				137,447	31,872
(17) MALLORY BUCHER...................................................................... ASSISTANT CORPORATE SECRETARY	40.0 ................. 0.0	X				133,767	21,845

(A) Name and title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W-2/1099-MISC)
(18) JESSICA FAUCETTE........................................................................ ASSISTANT CORPORATE SECRETARY	40.0 .......................0.0		X		88,658	15,576
(19) EDWARD J SISK........................................................................ DIRECTOR, BOARD CHAIR	6.0 .......................0.0	X	X		71,250	0
(20) GARY HALL........................................................................ FORMER DIRECTOR, BOARD CHAIR	0.0 .......................0.0			X	67,500	0
(21) ROBERT CLARKE BROWN........................................................................ DIRECTOR	4.0 .......................0.0	X			60,600	0
(22) JULIA H COOPER........................................................................ DIRECTOR	4.0 .......................0.0	X			60,300	0
(23) JERRY W FORD........................................................................ DIRECTOR	4.0 .......................0.0	X			60,300	0
(24) MANJU S GANERIWALA........................................................................ DIRECTOR, BOARD VICE CHAIR	4.0 .......................0.0	X	X		58,750	0
(25) KEMP J LEWIS........................................................................ DIRECTOR	4.0 .......................0.0	X			56,550	0
(26) RONALD J DIECKMAN........................................................................ DIRECTOR	4.0 .......................0.0	X			56,250	0
(27) WILLIAM M FITZGERALD SR........................................................................ DIRECTOR	4.0 .......................0.0	X			56,250	0
(28) JOSEPH P DARCY........................................................................ DIRECTOR	4.0 .......................0.0	X			55,300	0
(29) DANIEL KILEY........................................................................ DIRECTOR	4.0 .......................0.0	X			55,300	0
(30) SEEMA MOHANTY........................................................................ DIRECTOR	4.0 .......................0.0	X			55,300	0
(31) DONNA M SIMONETTI........................................................................ DIRECTOR	4.0 .......................0.0	X			55,300	0
(32) BETH WOLCHOCK........................................................................ DIRECTOR	4.0 .......................0.0	X			55,300	0
(33) PATRICK BRETT........................................................................ DIRECTOR	4.0 .......................0.0	X			55,000	0
(34) CAROLINE CRUISE........................................................................ DIRECTOR	4.0 .......................0.0	X			55,000	0
(35) FRANCIS E FAIRMAN IV........................................................................ DIRECTOR	4.0 .......................0.0	X			55,000	0
(36) RICHARD K ELLIS........................................................................ FORMER DIRECTOR	0.0 .......................0.0			X	45,000	0
(37) RENEE BOICOURT........................................................................ FORMER DIRECTOR	0.0 .......................0.0			X	41,250	0
(38) LAKSHMI KOMMI........................................................................ FORMER DIRECTOR	0.0 .......................0.0			X	41,250	0
(39) CHRISTOPHER M RYON........................................................................ FORMER DIRECTOR	0.0 .......................0.0			X	41,250	0
(40) ANGELIA SCHMIDT........................................................................ DIRECTOR	4.0 .......................0.0	X			14,850	0
(41) THALIA MEEHAN........................................................................ DIRECTOR	4.0 .......................0.0	X			14,850	0
(42) CAROL KOSTIK........................................................................ DIRECTOR	4.0 .......................0.0	X			14,050	0
(43) SONIA TOLEDO........................................................................ DIRECTOR	4.0 .......................0.0	X			14,050	0
(44) MEREDITH L HATHORN........................................................................ DIRECTOR	4.0 .......................0.0	X			13,750	0

(A) Name and business address	(B) Description of services	(C) Compensation
Accenture Federal Services, 800 Connecticut Ave NW Suite 600 WASHINGTON,DC20006	CLOUD MIGRATION	2,890,373
CC PACE SYSTEMS INC, 4100 MONUMENT CORNER DRIVE SUITE 4 FAIRFAX,VA22030	SOFTWARE DEVELOPMENT	1,405,710
APCO WORLDWIDE LLC, 1299 PENNSYLVANIA AVENUE NW Washington,DC20004	PUBLIC EDUCATION	509,986
Gavroshe USA Inc, 5650 Blazer Pkwy Suite 172 Dublin,OH43017	Data Analytics	346,855
LogicBoost Inc, 1101 17th Street NW Suite 1200 Washington,DC20036	Software Development	243,006
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 13

- TIN:

SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527

SchCMd Bullet

Complete if the organization is described below. SchCMd Bullet

Attach to Form 990 or Form 990-EZ.
SchCMd Bullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public
Inspection

If the organization answered "Yes" on Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet

Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
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Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
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Section 527 organizations: Complete Part I-A only.
If the organization answered "Yes" on Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
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Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.
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Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered "Yes" on Form 990, Part IV, Line 5 (Proxy Tax) (see separate instructions) or Form 990-EZ, Part V, line 35c (Proxy Tax) (see separate instructions), then
Round Bullet

Section 501(c)(4), (5), or (6) organizations: Complete Part III.

Name of the organization

MUNICIPAL SECURITIES RULEMAKING BOARD

Employer identification number

52-1042433

Part I-A

Complete if the organization is exempt under section 501(c) or is a section 527 organization.

Provide a description of the organization’s direct and indirect political campaign activities in Part IV (see instructions for definition of “political campaign activities")

Political campaign activity expenditures (see instructions) .................................................................... SchCMd Bullet

Volunteer hours for political campaign activities (see instructions) ..................................................................

Part I-B

Complete if the organization is exempt under section 501(c)(3).

Enter the amount of any excise tax incurred by the organization under section 4955 ................................ SchCMd Bullet

Enter the amount of any excise tax incurred by organization managers under section 4955 ....................... SchCMd Bullet

If the organization incurred a section 4955 tax, did it file Form 4720 for this year? .........................................

Yes No

Was a correction made? ......................................................................................................................

Yes No

If "Yes," describe in Part IV.

Part I-C

Complete if the organization is exempt under section 501(c), except section 501(c)(3).

Enter the amount directly expended by the filing organization for section 527 exempt function activities ..... SchCMd Bullet

Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ............................................................................................................................ SchCMd Bullet

Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b........... SchCMd Bullet

Did the filing organization file Form 1120-POL for this year? ...................................................................

Yes No

Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.

(a) Name	(b) Address	(c) EIN	(d) Amount paid from filing organization's funds. If none, enter -0-.	(e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.
1
2
3
4
5
6

For Paperwork Reduction Act Notice, see the instructions for Form 990 or 990-EZ.

Cat. No. 50084S

Schedule C (Form 990 or 990-EZ) 2019

Page 2

Part II-A

Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).

A Check SchCMd Bullet

if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet

if the filing organization checked box A and "limited control" provisions apply.

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(b) Affiliated group totals
1a	Total lobbying expenditures to influence public opinion (grass roots lobbying) ......................
b	Total lobbying expenditures to influence a legislative body (direct lobbying) ........................
c	Total lobbying expenditures (add lines 1a and 1b) ............................................................
d	Other exempt purpose expenditures ...............................................................................
e	Total exempt purpose expenditures (add lines 1c and 1d) ..................................................
f	Lobbying nontaxable amount. Enter the amount from the following table in both columns.
	If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
	Not over $500,00020% of the amount on line 1e.
	Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
	Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
	Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
	Over $17,000,000$1,000,000.

g	Grassroots nontaxable amount (enter 25% of line 1f) .................................................
h	Subtract line 1g from line 1a. If zero or less, enter -0-. ................................................
i	Subtract line 1f from line 1c. If zero or less, enter -0-. ................................................
j	If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax for this year? ...................................................................................................................	Yes No

4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the separate instructions for lines 2a through 2f.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2016	(b) 2017	(c) 2018	(d) 2019	(e) Total

2a	Lobbying nontaxable amount

b	Lobbying ceiling amount (150% of line 2a, column(e))

c	Total lobbying expenditures

d	Grassroots nontaxable amount

e	Grassroots ceiling amount (150% of line 2d, column (e))

f	Grassroots lobbying expenditures

Schedule C (Form 990 or 990-EZ) 2019

Page 3

Part II-B

Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).

For each "Yes" response on lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.

(a)

Yes|No

(b)

Amount

During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:

Volunteers? ...........................................................................................................

Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ........

Media advertisements? ...................................................................................................

Mailings to members, legislators, or the public? .............................................................................

Publications, or published or broadcast statements? ...........................................................

Grants to other organizations for lobbying purposes? ..........................................................

Direct contact with legislators, their staffs, government officials, or a legislative body? .......................

Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ..................

Other activities? ...................................................................................................................

Total. Add lines 1c through 1i ....................................................................................................

Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....

If "Yes," enter the amount of any tax incurred under section 4912 ...........................................

If "Yes," enter the amount of any tax incurred by organization managers under section 4912 ...................

If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? ........................

Part III-A

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).

Yes

Were substantially all (90% or more) dues received nondeductible by members? ...............................................

Did the organization make only in-house lobbying expenditures of $2,000 or less? ............................................

Did the organization agree to carry over lobbying and political expenditures from the prior year? .................................

Part III-B

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered "No" OR (b) Part III-A, line 3, is answered “Yes."

Dues, assessments and similar amounts from members ......................................................................

41,792,326

Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political expenses for which the section 527(f) tax was paid).

Current year .............................................................................................................................

365,168

Carryover from last year ............................................................................................................

Total ...........................................................................................................................................

365,168

Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .

If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ......................................................................................................................

Taxable amount of lobbying and political expenditures (see instructions) .........................................

365,168

Part IV

Supplemental Information

Provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, lines 1 and 2 (see instructions), and Part ll-B, line 1. Also, complete this part for any additional information.

Return Reference	Explanation

Schedule C (Form 990 or 990EZ) 2019

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," on Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b.
SchDMd Bullet

Attach to Form 990.
SchDMd Bullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public Inspection

Name of the organization

MUNICIPAL SECURITIES RULEMAKING BOARD

Employer identification number

52-1042433

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" on Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate value of contributions to (during year)
3	Aggregate value of grants from (during year)
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised funds are the organization’s property, subject to the organization’s exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements.
Complete if the organization answered "Yes" on Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements ......................	2a
b	Total acreage restricted by conservation easements ....................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 7/25/06, and not on a historic structure listed in the National Register ...	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during the
tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and enforcement of the conservation easements it holds? ............

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .............................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" on Form 990, Part IV, line 8.

If the organization elected, as permitted under FASB ASC 958, not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under FASB ASC 958, to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenue included on Form 990, Part VIII, line 1 ......................... SchDMd Bullet

(ii)

Assets included in Form 990, Part X ............................... SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under FASB ASC 958 relating to these items:

Revenue included on Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2019

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?...

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" on Form 990, Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No


b	If "Yes," explain the arrangement in Part XIII and complete the following table:		Amount
c	Beginning balance .............................	1c
d	Additions during the year ............................	1d
e	Distributions during the year ..........................	1e
f	Ending balance ................................	1f

Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability? ...

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ....

Part V

Endowment Funds.
Complete if the organization answered "Yes" on Form 990, Part IV, line 10.

		(a) Current year	(b) Prior year	(c) Two years back	(d) Three years back	(e) Four years back

1a	Beginning of year balance ....
b	Contributions ...
c	Net investment earnings, gains, and losses
d	Grants or scholarships ...
e	Other expenditures for facilities and programs ...
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Term endowment SchDMd Bullet

The percentages on lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) Unrelated organizations .................

3a(i)

(ii) Related organizations .................

3a(ii)

If "Yes" on 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment.
Complete if the organization answered "Yes" on Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(a) Cost or other basis (investment)	(b) Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value

1a	Land .....
b	Buildings ....
c	Leasehold improvements	4,059,696	1,461,282	2,598,414
d	Equipment ....	3,904,635	3,797,440	107,195
e	Other .....	36,454,633	29,633,554	6,821,079
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..				9,526,688

Schedule D (Form 990) 2019

Page 3

Part VII

InvestmentsOther Securities.
Complete if the organization answered "Yes" on Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)	(b) Book value	(c) Method of valuation: Cost or end-of-year market value
(1) Financial derivatives.........
(2) Closely-held equity interests........
(3)Other
(B)
(C)
(D)
(E)
(F)
(G)
(H)
(I)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment	(b) Book value	(c) Method of valuation: Cost or end-of-year market value

(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets.
Complete if the organization answered 'Yes' on Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value

(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities.
Complete if the organization answered 'Yes' on Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability	(b) Book value
(1) Federal income taxes	0
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)	6,089,817
2. Liability for uncertain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII

Schedule D (Form 990) 2019

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......			1	47,246,267
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a	397,787
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................			2e	397,787
3	Subtract line 2e from line 1..................			3	46,848,480
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a	18,022
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b....................			4c	18,022
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	46,866,502

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........		1	43,872,714
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities .........	2a
b	Prior year adjustments ............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d....................		2e
3	Subtract line 2e from line 1...................		3	43,872,714
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.....................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5	43,872,714

Part XIII

Supplemental Information

Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b; Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference	Explanation
FORM 990, SCHEDULE D, PART X, LINE 2 - FIN 48 (ASC 740) FOOTNOTE	The MSRB addresses uncertain tax positions in accordance with ASC Topic 740, Income Taxes, which provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in financial statements. During the years from 2017 to 2020, which represent the years management considers to be open for examination by taxing authorities, management did not identify the existence of any uncertain tax position.

Return Reference

Explanation

FORM 990, SCHEDULE D, PART X, LINE 2 - FIN 48 (ASC 740) FOOTNOTE

The MSRB addresses uncertain tax positions in accordance with ASC Topic 740, Income Taxes, which provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in financial statements. During the years from 2017 to 2020, which represent the years management considers to be open for examination by taxing authorities, management did not identify the existence of any uncertain tax position.

Schedule D (Form 990) 2019

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" on Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public Inspection

Name of the organization

MUNICIPAL SECURITIES RULEMAKING BOARD

Employer identification number

52-1042433

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed on Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes on Line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain .........

Yes

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked on Line 1a? ..

Yes

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed on Form 990, Part VII, Section A, line 1a, with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? .............

Yes

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ....................

Any related organization? .......................

If "Yes," on line 5a or 5b, describe in Part III.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ..................

Any related organization? ......................

If "Yes," on line 6a or 6b, describe in Part III.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization provide any nonfixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Were any amounts reported on Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III ..........................

If "Yes" on line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2019

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported on Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation in column (B) reported as deferred on prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1NANETTE D LAWSON INTERIM CEO AND CFO, TREASURER	(i) (ii)	338,121 ------------- 0	63,500 ------------- 0	0 ------------- 0	30,644 ------------- 0	38,369 ------------- 0	470,634 ------------- 0	0 ------------- 0
2MARK T KIM EXECUTIVE VP AND COO	(i) (ii)	487,121 ------------- 0	120,000 ------------- 0	0 ------------- 0	19,600 ------------- 0	38,636 ------------- 0	665,357 ------------- 0	0 ------------- 0
3SARA AHMADZAI ASSISTANT CORPORATE SECRETARY	(i) (ii)	132,447 ------------- 0	5,000 ------------- 0	0 ------------- 0	12,393 ------------- 0	19,479 ------------- 0	169,319 ------------- 0	0 ------------- 0
4MALLORY BUCHER ASSISTANT CORPORATE SECRETARY	(i) (ii)	83,171 ------------- 0	32,500 ------------- 0	18,096 ------------- 0	11,915 ------------- 0	9,930 ------------- 0	155,612 ------------- 0	0 ------------- 0
5RONALD W SMITH CORPORATE SECRETARY	(i) (ii)	218,583 ------------- 0	8,000 ------------- 0	0 ------------- 0	19,961 ------------- 0	12,763 ------------- 0	259,307 ------------- 0	0 ------------- 0
6JOHN A BAGLEY CHIEF MARKET STRUCTURE OFFICER	(i) (ii)	411,286 ------------- 0	81,500 ------------- 0	0 ------------- 0	20,150 ------------- 0	34,756 ------------- 0	547,692 ------------- 0	0 ------------- 0
7E ADAM CUSSON CHIEF INFO. OFF. (EFF. 7/1/19)	(i) (ii)	250,428 ------------- 0	15,000 ------------- 0	0 ------------- 0	17,514 ------------- 0	5,027 ------------- 0	287,969 ------------- 0	0 ------------- 0
8GAIL MARSHALL CHIEF COMPLIANCE OFFICER	(i) (ii)	325,137 ------------- 0	75,000 ------------- 0	0 ------------- 0	19,950 ------------- 0	23,546 ------------- 0	443,633 ------------- 0	0 ------------- 0
9PAMELA ELLIS ASSOC GEN CNSL (UNTIL 12/19)	(i) (ii)	250,793 ------------- 0	3,000 ------------- 0	0 ------------- 0	18,712 ------------- 0	15,009 ------------- 0	287,514 ------------- 0	0 ------------- 0
10JILL FURICK DIRECTOR HUMAN RESOURCES	(i) (ii)	208,315 ------------- 0	30,000 ------------- 0	0 ------------- 0	16,346 ------------- 0	12,583 ------------- 0	267,244 ------------- 0	0 ------------- 0
11SALLY KLEMPERER ASSOCIATE GENERAL COUNSEL	(i) (ii)	216,948 ------------- 0	3,000 ------------- 0	0 ------------- 0	15,282 ------------- 0	13,649 ------------- 0	248,879 ------------- 0	0 ------------- 0
12RITTA MCLAUGHLIN CHIEF EDU. OFF. (UNTIL 11/19)	(i) (ii)	263,781 ------------- 0	5,000 ------------- 0	309,500 ------------- 0	22,693 ------------- 0	25,891 ------------- 0	626,865 ------------- 0	0 ------------- 0
13SIMON WU CHIEF ECONOMIST	(i) (ii)	246,694 ------------- 0	3,000 ------------- 0	0 ------------- 0	17,585 ------------- 0	11,486 ------------- 0	278,765 ------------- 0	0 ------------- 0
14LYNNETTE KELLY FORMER CEO	(i) (ii)	622,064 ------------- 0	218,644 ------------- 0	176,354 ------------- 0	25,200 ------------- 0	23,299 ------------- 0	1,065,561 ------------- 0	0 ------------- 0
15MICHAEL POST FORMER GENERAL COUNSEL	(i) (ii)	307,801 ------------- 0	0 ------------- 0	0 ------------- 0	16,000 ------------- 0	5,012 ------------- 0	328,813 ------------- 0	0 ------------- 0
16LANNY SCHWARTZ FORMER CHIEF REGULATORY OFF.	(i) (ii)	308,470 ------------- 0	0 ------------- 0	0 ------------- 0	18,084 ------------- 0	11,518 ------------- 0	338,072 ------------- 0	0 ------------- 0
17JENNIFER A GALLOWAY FORMER CHIEF COMM. OFFICER	(i) (ii)	150,416 ------------- 0	5,000 ------------- 0	196,875 ------------- 0	17,905 ------------- 0	23,122 ------------- 0	393,318 ------------- 0	0 ------------- 0
18GARY HALL FORMER DIRECTOR, BOARD CHAIR	(i) (ii)	67,500 ------------- 0	0 ------------- 0	0 ------------- 0	0 ------------- 0	0 ------------- 0	67,500 ------------- 0	0 ------------- 0
19RENEE BOICOURT FORMER DIRECTOR	(i) (ii)	41,250 ------------- 0	0 ------------- 0	0 ------------- 0	0 ------------- 0	0 ------------- 0	41,250 ------------- 0	0 ------------- 0
20RICHARD K ELLIS FORMER DIRECTOR	(i) (ii)	45,000 ------------- 0	0 ------------- 0	0 ------------- 0	0 ------------- 0	0 ------------- 0	45,000 ------------- 0	0 ------------- 0
21LAKSHMI KOMMI FORMER DIRECTOR	(i) (ii)	41,250 ------------- 0	0 ------------- 0	0 ------------- 0	0 ------------- 0	0 ------------- 0	41,250 ------------- 0	0 ------------- 0
22CHRISTOPHER M RYON FORMER DIRECTOR	(i) (ii)	41,250 ------------- 0	0 ------------- 0	0 ------------- 0	0 ------------- 0	0 ------------- 0	41,250 ------------- 0	0 ------------- 0

Schedule J (Form 990) 2019

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II. Also complete this part for any additional information.

Return Reference	Explanation
FORM 990, SCHEDULE J, PART I, LINE 1A - ADDITIONAL BENEFITS PROVIDED	The MSRB reimburses Board Members and the Chief Executive Officer for the cost of coach class air travel for flights of 3 hours or less in total one-way trip duration. For air travel more than 3 hours in total one-way trip duration, the MSRB reimburses Board Members and the Chief Executive Officer for the use of business class when available, or if only two classes of service are offered, first class. Board Members and the Chief Executive Officer are reimbursed the costs of business class rail fares. The MSRB has determined this meets the business requirement standard for not treating the benefit as compensatory on the Form W-2 or 1099. Gross-up payments are provided to the FORMER Chief Executive Officer for a taxable supplemental life insurance policy and long-term disability coverage.
SCHEDULE J, PART I, LINE 4a - SEVERANCE PAYMENT	PURSUANT TO A SEPARATION AGREEMENT VOLUNTARILY ENTERED INTO BY BOTH PARTIES, LYNNETTE KELLY STEPPED DOWN FROM HER ROLE AS CEO AND WAS PAID $176,354 DURING THE 2019 CALENDAR YEAR AND $804,363 DURING THE 2020 CALENDAR YEAR. PURSUANT TO THEIR RESPECTIVE SEPARATION AGREEMENTS, THE FOLLOWING INDIVIDUALS RECEIVED SEVERANCE PAY DURING THE 2019 CALENDAR YEAR: JENNIFER A. GALLOWAY: $196,875 RITTA MCLAUGHLIN: $309,500

Return Reference

Explanation

FORM 990, SCHEDULE J, PART I, LINE 1A - ADDITIONAL BENEFITS PROVIDED

The MSRB reimburses Board Members and the Chief Executive Officer for the cost of coach class air travel for flights of 3 hours or less in total one-way trip duration. For air travel more than 3 hours in total one-way trip duration, the MSRB reimburses Board Members and the Chief Executive Officer for the use of business class when available, or if only two classes of service are offered, first class. Board Members and the Chief Executive Officer are reimbursed the costs of business class rail fares. The MSRB has determined this meets the business requirement standard for not treating the benefit as compensatory on the Form W-2 or 1099. Gross-up payments are provided to the FORMER Chief Executive Officer for a taxable supplemental life insurance policy and long-term disability coverage.

SCHEDULE J, PART I, LINE 4a - SEVERANCE PAYMENT

PURSUANT TO A SEPARATION AGREEMENT VOLUNTARILY ENTERED INTO BY BOTH PARTIES, LYNNETTE KELLY STEPPED DOWN FROM HER ROLE AS CEO AND WAS PAID $176,354 DURING THE 2019 CALENDAR YEAR AND $804,363 DURING THE 2020 CALENDAR YEAR. PURSUANT TO THEIR RESPECTIVE SEPARATION AGREEMENTS, THE FOLLOWING INDIVIDUALS RECEIVED SEVERANCE PAY DURING THE 2019 CALENDAR YEAR: JENNIFER A. GALLOWAY: $196,875 RITTA MCLAUGHLIN: $309,500

Schedule J (Form 990) 2019

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2019

Open to Public
Inspection

Name of the organization

MUNICIPAL SECURITIES RULEMAKING BOARD

Employer identification number

52-1042433

Return Reference	Explanation
FORM 990, PART III, LINE 1, DESCRIPTION OF ORGANIZATION'S MISSION	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. EXTERNAL RELATIONS.
FORM 990, PART III, LINE 4A, PROGRAM SERVICE ACCOMPLISHMENTS	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 MSRB'S RULEMAKING, AND TO MEET THE APPROVAL STANDARDS OF THE U.S. 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 OF AND COMPLIANCE WITH THE MSRB RULES BY REGULATED ENTITIES. THE MSRB 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 WITH ENFORCEMENT AGENCIES CHARGED WITH ENFORCING MSRB RULES. INFORMATION REGARDING THE MSRB'S RULES, INCLUDING RULES 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 WEBSITE AT WWW.MSRB.ORG.
ENHANCED BOARD GOVERNANCE	ENHANCING OVERALL BOARD GOVERNANCE PRACTICES WAS ONE OF THE MOST IMPORTANT RULEMAKING INITIATIVES THE MSRB EMBARKED ON IN FY 2020. AS A RESULT OF THIS YEAR-LONG INITIATIVE, THE MSRB BEGAN FY 2021 WITH A SMALLER BOARD AND TIGHTENED STANDARDS OF INDEPENDENCE FOR PUBLIC MEMBERS. KEY FEATURES OF THE AMENDMENTS TO THE MSRBS GOVERNANCE RULES INCLUDE: - TIGHTENING THE ELIGIBILITY REQUIREMENT FOR PUBLIC BOARD MEMBERS BY INCREASING THE SEPARATION PERIOD FROM A REGULATED ENTITY TO AT LEAST FIVE YEARS; - REDUCING THE SIZE OF THE 21-MEMBER BOARD, INITIALLY MOVING TO 17 MEMBERS IN FY 2021 BEFORE ULTIMATELY SHRINKING TO 15 MEMBERS THEREAFTER; AND - ESTABLISHING A LIFETIME SERVICE LIMIT OF SIX YEARS FOR BOARD MEMBERS. REGULATORY, COMPLIANCE AND PROFESSIONAL QUALIFICATION INITIATIVES DURING FY 2020: PANDEMIC-RELATED TEMPORARY REGULATORY RELIEF AS MSRB-REGULATED ENTITIES CONFRONTED THE EFFECTS OF THE COVID-19 PANDEMIC, THE MSRB PIVOTED TOWARD PROVIDING TEMPORARY REGULATORY RELIEF TO MARKET PARTICIPANTS WHILE CONTINUING TO FOCUS ON INVESTOR PROTECTION AND MARKET TRANSPARENCY GOALS. THIS INCLUDED PROVIDING REGULATED ENTITIES AN EXTENSION OF TIME TO: - PREPARE TO SUBMIT ADDITIONAL DATA RELATED TO PRIMARY OFFERINGS OF MUNICIPAL SECURITIES UNDER AMENDMENTS TO MSRB RULE G-32; - PREPARE TO COMPLY WITH AMENDED AND RESTATED GUIDANCE REGARDING THE FAIR DEALING OBLIGATIONS UNDERWRITERS OWE TO ISSUERS OF MUNICIPAL SECURITIES UNDER MSRB RULE G-17; - TAKE AND PASS CERTAIN QUALIFICATION EXAMS AND CONTINUING EDUCATION MODULES REQUIRED BY MSRB RULE G-3; - CONDUCT THE ANNUAL NEEDS ANALYSIS AND THE DELIVERY OF CONTINUING EDUCATION CONTENT PURSUANT TO MSRB RULE G-3; - CONDUCT THE ANNUAL COMPLIANCE MEETING AND BRANCH INSPECTIONS PURSUANT TO MSRB RULE G-27; - PROVIDE THE ANNUAL REPORT RELATED TO THE DEALERS REVIEW OF THE FIRMS SUPERVISORY CONTROLS UNDER MSRB RULE G-27; AND - PROVIDE THE ANNUAL CERTIFICATION RELATED TO THE MUNICIPAL ADVISOR FIRMS COMPLIANCE POLICIES AND PROCEDURES UNDER MSRB RULE G-44. THE MSRB ALSO TEMPORARILY WAIVED LATE FEES FOR ANY ANNUAL AND MARKET ACTIVITY-BASED FEES, AND TEMPORARILY WAIVED MARKET ACTIVITY FEES FOR MUNICIPAL MARKET TRANSACTIONS RELATED TO THE FEDERAL RESERVES NEW MUNICIPAL LIQUIDITY FACILITY ESTABLISHED TO PURCHASE CERTAIN SHORT-TERM MUNICIPAL SECURITIES OF STATES, CITIES AND COUNTIES AND OTHER GOVERNMENTAL ENTITIES TO HELP THEM BETTER MANAGE CASH FLOW PRESSURES AS THEY GRAPPLED WITH THE EFFECTS OF THE PANDEMIC. ADDITIONALLY, THE MSRB TEMPORARILY SUSPENDED PRICE VARIANCE ALERTS FOR DEALERS AND REMINDED REGULATED ENTITIES OF THE APPLICATION OF SUPERVISORY REQUIREMENTS IN LIGHT OF THE CORONAVIRUS PANDEMIC. RETROSPECTIVE RULE REVIEW THE MSRB REGULARLY REVIEWS OUR RULES AND GUIDANCE TO STREAMLINE AND MODERNIZE THEM SO THEY MORE EFFICIENTLY ACHIEVE THE INTENDED PURPOSE AND REDUCE THE BURDENS OF COMPLIANCE. THIS REVIEW PROCESS PRODUCED TWO OUTCOMES IN FY 2020: - IMPLEMENTATION OF PREVIOUSLY AMENDED AND RESTATED INTERPRETIVE GUIDANCE ON FAIR DEALING OBLIGATIONS UNDERWRITERS OWE TO MUNICIPAL SECURITIES UNDER MSRB RULE G-17 (FIRST IMPLEMENTED IN 2012). - THIS WAS DUE TO TAKE EFFECT NOVEMBER 30, 2020 BUT IN LIGHT OF THE PANDEMIC, THE MSRB EXTENDED THE COMPLIANCE DATE TO MARCH 31, 2021. - THE AMENDED GUIDANCE STREAMLINES DISCLOSURES BY UNDERWRITERS TO FOCUS MORE NARROWLY ON THE RISKS AND CONFLICTS MOST RELEVANT TO A GIVEN TRANSACTION. - HARMONIZING MSRB RULES WITH THE SECS REGULATION BEST INTEREST - IN JUNE 2020, THE MSRB HARMONIZED CERTAIN OF OUR RULES TO FACILITATE COMPLIANCE WITH THE SECS REGULATION BEST INTEREST, WHICH REQUIRES BROKER-DEALERS TO ACT IN THE BEST INTEREST OF RETAIL CUSTOMERS WHEN MAKING A RECOMMENDATION OF ANY SECURITIES TRANSACTION OR INVESTMENT STRATEGY INVOLVING SECURITIES. REGULATED ENTITY COMPLIANCE RESOURCES AND ACTIVITIES WITH THE RECOMMENDATIONS AND INSIGHTS OF OUR COMPLIANCE ADVISORY GROUP, THE MSRB CONTINUED OUR SUSTAINED EMPHASIS ON PROVIDING COMPLIANCE ASSISTANCE TO REGULATED ENTITIES THROUGH TOOLS AND RESOURCES IN FY 2020. THIS INCLUDED: - PUBLISHING FREQUENTLY ASKED QUESTIONS (FAQS) ASSOCIATED WITH THE PANDEMIC-RELATED TEMPORARY REGULATORY RELIEF; - PUBLISHING ADDITIONAL FAQS AND RELEVANT COMPLIANCE TOPICS IN OUR QUARTERLY COMPLIANCE CORNER NEWSLETTER, WHICH GOES TO MORE THAN 7,900 SUBSCRIBERS; AND - PROVIDING TIMELY COMPLIANCE TIPS IN WEEKLY EMAILS TO NEARLY 2,500 SUBSCRIBERS. IN ADDITION, FOR THE FIFTH YEAR, THE MSRB JOINED THE SEC AND FINRA TO HOST A FREE COMPLIANCE OUTREACH PROGRAM FOR MUNICIPAL ADVISORS. WHILE THE 2020 EVENT WAS HELD VIRTUALLY DUE TO THE CHALLENGES OF THE PANDEMIC, IT STILL PROVIDED AN OPPORTUNITY FOR MORE THAN 480 MUNICIPAL ADVISOR PROFESSIONALS TO DISCUSS REGULATORY AND COMPLIANCE ISSUES WITH REGULATORS.
FORM 990, PART III, LINE 4B, PROGRAM SERVICE ACCOMPLISHMENTS	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 PROMOTING 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 OTHERS, TO REGULATORS CHARGED WITH EXAMINING FOR COMPLIANCE WITH AND ENFORCING MSRB RULES, AND TO OTHER REGULATORY AND POLICYMAKING BODIES. UNDER ITS RULEMAKING AUTHORITY, THE MSRB MAINTAINS "INFORMATION FACILITIES" THAT PROVIDE THE LEGAL FOUNDATION FOR THE COLLECTION AND DISSEMINATION OF MUNICIPAL MARKET INFORMATION. THESE FACILITIES SUPPORT THE MSRB'S 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); INFORMATION REGARDING 529 SAVINGS PLANS AND ABLE PROGRAMS (IN CONNECTION WITH DEALER UNDERWRITING OF MUNICIPAL FUND 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 MSRB'S 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 IN BULK OR BY AUTOMATIC FEED TO SUBSCRIBERS THROUGH PAID SUBSCRIPTION SERVICES. AS OF THE END OF FY 2020, THE MSRB OFFERED FIVE PRINCIPAL DATA PRODUCTS WITH APPROXIMATELY 155 ACTIVE SUBSCRIPTION AGREEMENTS. MIGRATING THE MSRBS MARKET TRANSPARENCY SYSTEMS TO THE CLOUD TO KEEP PACE WITH THE TECHNOLOGY NEEDS OF OUR EVOLVING MARKET, THE MSRB BOARD OF DIRECTORS DESIGNATED A TOTAL OF $8.5 MILLION OF RESERVES IN FY 2018 AND FY 2019 TO EVALUATE AND UNDERTAKE AN ENTERPRISE CLOUD MIGRATION. BY THE END OF FY 2020, ALL THE MSRBS MARKET TRANSPARENCY SYSTEMS WERE SUCCESSFULLY RUNNING IN THE CLOUD. IN ADDITION TO DELIVERING EFFICIENCIES AND FREEING UP RESOURCES BY ELIMINATING PHYSICAL DATA CENTERS, BEING IN THE CLOUD ENSURES THE LONG-TERM RELIABILITY, QUALITY, AND SECURITY OF THE MSRBS MARKET TRANSPARENCY SYSTEMS. EMMA ENHANCEMENTS IN FY 2020 WHILE MUCH OF THE MSRBS IT RESOURCES WERE DEDICATED TO SUPPORTING THE CLOUD MIGRATION IN FY 2020, THE MSRB CONTINUED OUR WORK TO ENHANCE THE EMMA USER EXPERIENCE. IMPORTANT ENHANCEMENTS THE MSRB MADE TO THE EMMA WEBSITE IN FY 2020 INCLUDE: - THE EMMA SUBMISSION CALCULATOR - THIS NEW FEATURE, WHICH PROVIDES GREATER TRANSPARENCY AROUND THE TIMING OF FINANCIAL ISSUER'S DISCLOSURES, A CONCERN THAT HAD BEEN RAISED BY THE SEC AND OTHER MARKET STAKEHOLDERS, WENT LIVE IN JULY 2020 AFTER A PERIOD OF STAKEHOLDER BETA TESTING. - THE SUBMISSION CALCULATOR HELPS SHED LIGHT ON THE TIMING OF DISCLOSURES BY DISPLAYING THE NUMBER OF DAYS THAT HAVE ELAPSED BETWEEN AN ISSUER'S FISCAL PERIOD END DATE FOR AUDITED FINANCIAL FILINGS AND THE DATE A FINANCIAL DISCLOSURE SUBMISSION WAS MADE TO THE EMMA WEBSITE. - DISCLOSURE MODIFICATION PROCESS IMPROVEMENT - TO ADDRESS STAKEHOLDER FEEDBACK, THE MSRB ALSO MADE IMPROVEMENTS TO THE PROCESS FOR ISSUERS TO MODIFY A PREVIOUSLY SUBMITTED DISCLOSURE FILING IN THE EMMA SYSTEM. - NEW FORM FOR PRIMARY OFFERING DATA - THE MSRB BEGAN WORK ON A NEW ELECTRONIC FORM G-32 FOR UNDERWRITERS TO SUBMIT DATA ON PRIMARY OFFERINGS OF MUNICIPAL SECURITIES. - THIS NEW FORM G-32 IS SCHEDULED TO GO LIVE IN AUGUST 2021. PROVIDING INSIGHTS TO THE MARKET AS THE CENTRAL REPOSITORY FOR MUNICIPAL SECURITIES DATA, THE MSRBS DATA AND RESEARCH TEAM ANALYZES THE RICH TROVE OF MARKET DATA AND DISCLOSURES WE COLLECT THROUGH OUR MARKET TRANSPARENCY SYSTEMS. IN FY 2020, THE MSRBS DATA ANALYSIS FOCUSED ON HELPING MUNICIPAL MARKET STAKEHOLDERS GRAPPLING WITH THE MARKET VOLATILITY AND ECONOMIC IMPACT OF THE COVID-19 CRISIS. MARKET EXPERTISE, DAILY TRADE DATA AND WEEKLY COVID-19 DISCLOSURE REPORTS: - AT THE HEIGHT OF THE PANDEMIC-DRIVEN VOLATILITY, THE MSRB RECOGNIZED THE IMPORTANCE OF LEVERAGING OUR ROLE AS THE CENTRAL REPOSITORY OF MARKET DATA TO MEET THE SIGNIFICANT NEED FOR COMPREHENSIVE INFORMATION DURING THIS DISRUPTIVE TIME. - TO HELP PROMOTE A FAIR AND EFFICIENT MUNICIPAL MARKET DURING THIS DIFFICULT TIME, THE MSRB CLOSELY MONITORED AND ASSISTED WITH THE CREATION AND IMPLEMENTATION OF THE FEDERAL RESERVES MLF, AND THE MSRB CHIEF MARKET STRUCTURE OFFICER JOHN BAGLEY TEMPORARILY JOINED THE FEDERAL RESERVE BANK OF NEW YORK ON SECONDMENT TO LEND HIS DEEP MUNICIPAL MARKET EXPERTISE TO THE IMPLEMENTATION OF THE MLF. - IN ADDITION, THE MSRB BEGAN PUBLISHING DAILY MUNICIPAL SECURITIES TRADE DATA AS WELL AS A WEEKLY SUMMARY OF COVID-RELATED PRIMARY MARKET AND CONTINUING DISCLOSURES MADE TO THE EMMA SYSTEM. - THE MSRBS DATA TEAM LEVERAGED THE POWER OF CLOUD COMPUTING TO COMB THROUGH THE THOUSANDS OF DISCLOSURE DOCUMENTS SUBMITTED TO THE EMMA WEBSITE TO IDENTIFY THOSE THAT REFERENCED THE IMPACT OF COVID-19 AND SYNTHESIZED THESE SEARCH RESULTS INTO THE COVID-RELATED DISCLOSURE REPORT. - THE REPORT SERVES AS A WINDOW INTO HOW STATES AND MUNICIPALITIES ARE GRAPPLING WITH THE IMPACT OF COVID-19 ON THEIR REVENUES AND ABILITY TO FINANCE ESSENTIAL PUBLIC SERVICES. - IN ADDITION, THE MSRB PUBLISHED MARKET COMMENTARY ON HOW THE COVID CRISIS AFFECTED TRADING AND PRICES IN MUNICIPAL BOND EXCHANGE TRADED FUNDS (ETFS) AS WELL AS TRANSACTION COSTS FOR MUNICIPAL SECURITIES. - THE MSRB MADE ALL THIS INFORMATION AVAILABLE TO THE PUBLIC ON OUR DEDICATED COVID-19 INFORMATION PAGE. MUNICIPAL MARKET ANALYSIS: OVER THE COURSE OF FY 2020, THE MSRB DELIVERED SEVERAL ANALYSES OF LONGER-TERM TRENDS IN THE MUNICIPAL MARKET: - IN DIFFERENT BUYING PATTERNS OF INSTITUTIONAL AND RETAIL INVESTORS IN MUNICIPAL BONDS, MSRB MARKET STRUCTURE EXPERTS FOUND THAT RETAIL INVESTORS TEND TO PURCHASE MUNICIPAL BONDS WITH LOWER COUPONS THAN INSTITUTIONAL INVESTORS AND CAUTIONED THAT THE INTEREST RATE RISK OF LOWER COUPON BONDS COULD AFFECT INVESTORS ABILITY TO SELL THOSE BONDS PRIOR TO MATURITY. - IN COMPETITIVE BIDDING FOR PRIMARY OFFERINGS OF MUNICIPAL SECURITIES: MORE BIDS, BETTER PRICING FOR ISSUERS?, THE MSRBS CHIEF ECONOMIST ANALYZED COMPETITIVE BIDDING ACTIVITY IN THE MUNICIPAL SECURITIES MARKET DURING THE PRIMARY OFFERING PROCESS OVER THE LAST 10 YEARS AND FOUND THAT AN INCREASE IN COMPETITIVE BIDS LED TO BETTER PRICING FOR ISSUERS. - IN MUNICIPAL SECURITIES PRE-TRADE MARKET ACTIVITY: WHAT HAS CHANGED SINCE 2015? THE MSRB FOUND THAT AN INCREASE IN QUOTE PROVISION AND OFFER PRICE COMPETITION SINCE 2015 MAY HAVE LED TO LIVE QUOTE PRICES BECOMING MORE VISIBLE TO MARKET PARTICIPANTS AND MORE INFORMATIVE TO EXECUTION PRICES. - THE MSRB ALSO PUBLISHED ITS ANNUAL FACT BOOK, A COMPREHENSIVE REFERENCE FOR HISTORICAL TRADE STATISTICS.
FORM 990, PART III, LINE 4C, PROGRAM SERVICE ACCOMPLISHMENTS	ENGAGING IN EDUCATION AND OUTREACH: THE MSRB ENGAGES WITH MUNICIPAL MARKET PARTICIPANTS, REGULATORS, POLICYMAKERS AND OTHERS TO BUILD UNDERSTANDING OF THE MUNICIPAL MARKET AND HELP FURTHER PROTECT INVESTORS, MUNICIPAL ENTITIES, OBLIGATED PERSONS AND THE PUBLIC INTEREST. DURING FY 2020, THE MSRB CONNECTED WITH STAKEHOLDERS AND OFFERED EDUCATION RESOURCES VIRTUALLY. MUNIEDPRO ONLINE LEARNING: THE MSRB CONTINUED TO PROVIDE ONLINE MUNICIPAL SECURITIES MARKET EDUCATION THROUGH OUR FREE, AWARD-WINNING MUNIEDPRO PLATFORM. WITH MORE THAN 20 ON-DEMAND INTERACTIVE COURSES, MUNIEDPRO OFFERS MUNICIPAL BOND PROFESSIONALS A TURNKEY SOLUTION FOR COMPLIANCE TRAINING THAT THEY CAN EASILY ACCESS FROM THEIR HOME OR OFFICE. WEBINARS: AS PART OF OUR EFFORT TO INCREASE TRANSPARENCY AROUND THE CONTINUING DISCLOSURE PROCESS, THE MSRB OFFERED TWO WEBINARS TO HELP EMMA USERS FIND CONTINUING DISCLOSURES AND IDENTIFY THE TIMING OF ISSUERS ANNUAL FINANCIAL DISCLOSURES ON THE EMMA WEBSITE. MSRB EDUCATION CENTER: THE MSRB UPDATED A NUMBER OF EXISTING EDUCATIONAL RESOURCES ON MSRB.ORG TO MAKE THEM MORE ACCESSIBLE TO READERS AND MADE PROGRESS TOWARD OUR GOAL OF MAKING THE MSRB EDUCATION CENTER A MORE GUIDED, INTEGRATED LEARNING EXPERIENCE. DIGITAL OUTREACH: THE MSRB PRODUCES A FREE PODCAST FEATURING BOARD AND STAFF VIEWS ON MSRB INITIATIVES AND MARKET TOPICS. THE MSRB ALSO ENGAGES WITH STAKEHOLDERS ON SOCIAL MEDIA PLATFORMS, INCLUDING TWITTER AND LINKEDIN.
FORM 990, PART VI, SEC. A, LINE 2 - FAMILY & BUS. RELATIONSHIPS	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), AND WITH THE MSRB BEING 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.
FORM 990, PART VI, SEC. A, LINE 4 - CHANGES TO THE GOVERNING	DOCUMENTS AMENDMENTS TO THE MSRB'S AMENDED AND RESTATED ARTICLES OF INCORPORATION BECAME OPERATIVE ON OCTOBER 1, 2020 TO PROVIDE THAT THE BOARD OF DIRECTORS SHALL BE COMPRISED OF THE NUMBER OF DIRECTORS SPECIFIED IN THE BY-LAWS OF THE CORPORATION AND TO PERMIT A BOARD MEMBER FILLING A VACANCY TO SERVE FOR ANY PART OF AN UNEXPIRED TERM, RATHER THAN REQUIRING SUCH A BOARD MEMBER TO SERVE FOR THE ENTIRE UNEXPIRED PORTION. MSRB RULES A-2 THROUGH A-10 ARE REPRODUCED IN THE BYLAWS AS ARTICLES 2 THROUGH 10. AMENDMENTS TO THE MSRB'S BYLAWS BECAME OPERATIVE ON OCTOBER 1, 2020 TO REFLECT AMENDMENTS THAT WERE MADE TO MSRB RULES A-3, ON BOARD MEMBERSHIP: COMPOSITION, ELECTIONS, REMOVAL, COMPENSATION; A-4, ON MEETINGS OF THE BOARD; AND RULE A-6, ON COMMITTEES OF THE BOARD. ADDITIONALLY, A CROSS REFERENCE IN ARTICLE 16 OF THE BYLAWS TO MSRB RULE A-4(C) WAS UPDATED BECAUSE THE RELEVANT PROVISION OF MSRB RULE A-4(C) WAS MOVED INTO A NEW SUBSECTION, A-4(E).
FORM 990, PART VI, SEC. A, LINE 7B - GOVERNING BODY/MANAGEMENT	ALL PROPOSED RULE CHANGES ADOPTED BY THE BOARD OF DIRECTORS OF THE MSRB MUST BE APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION PRIOR TO EFFECTIVENESS, UNLESS OTHERWISE ALLOWED BY LAW.
FORM 990, PART VI, SEC. B, LINE 11b FORM 990 REVIEW PROCESS	THE BOARD OF DIRECTORS OF THE MSRB HAS AN AUDIT AND RISK 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 AND RISK COMMITTEE CONDUCTED ITS REVIEW ON 01/25/2021 AND THE BOARD OF DIRECTORS CONDUCTED ITS REVIEW ON 01/27/2021.
FORM 990, PART VI, SEC. B, LINE 12C - CONFLICT OF INTEREST POLICY	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 VARIOUS ACKNOWLEDGMENTS. THE MSRB HAS A POLICY REQUIRING THAT OFFICERS, DIRECTORS AND KEY EMPLOYEES DISCLOSE ANNUALLY INTERESTS THAT COULD GIVE RISE TO CONFLICTS, AND SUBSEQUENTLY DISCLOSE UPDATES. 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 (INCREASED TO FIVE YEARS EFFECTIVE OCTOBER 1, 2020) 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 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.
FORM 990, PART VI, SEC. B, LINE 15A - COMPENSATION REVIEW PROCESS	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 AND CHANGES WERE APPROVED BY THE BOARD EFFECTIVE MAY 1, 2020. THE EXTERNAL SALARY CONSULTANT COMPARES THE MSRB WITH COMPARABLE PEER ORGANIZATIONS IN THE LOCAL GEOGRAPHIC MARKET AND WITHIN THE INDUSTRY AS APPROPRIATE. THE FULL BOARD APPROVES THE COMPENSATION OF THE CHIEF EXECUTIVE OFFICER, AND THE CHIEF EXECUTIVE OFFICER ESTABLISHES THE COMPENSATION OF THE KEY EMPLOYEES WITHIN THE PARAMETERS AND PHILOSOPHY OF THE APPROVED COMPENSATION STRATEGY. ADDITIONALLY, THE CHIEF EXECUTIVE OFFICER ANNUALLY PROVIDES TO THE BOARD THE SALARY, BENEFITS, AND TOTAL COMPENSATION OF THE SENIOR MANAGEMENT.
FORM 990, PART VI, SECTION C, LINE 19 - GOVERNING DOCUMENTS	THE ORGANIZATION'S WEBSITE (WWW.MSRB.ORG) CONTAINS THE FOLLOWING: SECURITIES EXCHANGE ACT OF 1934 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, RISK MANAGEMENT PROGRAM, WHISTLEBLOWER POLICY, AUDITED FINANCIAL STATEMENTS, ANNUAL BUDGET, MOST RECENT IRS FORM 990 AND CERTAIN FINANCIAL POLICIES.
FORM 990 PART IX LINE 11G	DESCRIPTION:CONSULTANTS TOTAL FEES:6723132
FORM 990 PART IX LINE 11G	DESCRIPTION:RECRUITMENT TOTAL FEES:507166

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2019

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: MSRB's mission is to promote a fair and efficient municipal securities market.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	21
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	21
5	Total number of individuals employed in calendar year 2019 (Part V, line 2a) ......	5	148
6	Total number of volunteers (estimate if necessary) .............	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 39 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	28,739,318	41,792,326
9	Program service revenue (Part VIII, line 2g) .........	2,857,801	3,863,775
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	1,280,728	1,207,475
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	0	2,926
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	32,877,847	46,866,502
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	0	0
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	22,957,959	22,655,714
16a	Professional fundraising fees (Part IX, column (A), line 11e) .....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	19,344,539	21,217,000
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	42,302,498	43,872,714
19	Revenue less expenses. Subtract line 18 from line 12.......	-9,424,651	2,993,788
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	80,231,181	83,153,694
21	Total liabilities (Part X, line 26).............	9,943,197	9,492,157
22	Net assets or fund balances. Subtract line 21 from line 20.....	70,287,984	73,661,537

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )
	Establishing regulations and supporting guidance for municipal advisors and dealers: See Schedule O

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )
	COLLECTING AND DISSEMINATING MARKET INFORMATION: See Schedule O

4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )
	ENGAGING IN EXTERNAL RELATIONS: See Schedule O

4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)...........	6,714,453	0	659,585

1a	Federated campaigns..		1a
b	Membership dues..		1b	41,792,326
c	Fundraising events..		1c
d	Related organizations		1d
e	Government grants (contributions)		1e

f	All other contributions, gifts, grants, and similar amounts not included above		1f

g	Noncash contributions included in lines 1a - 1f:$		1g

h Total. Add lines 1a-1f.......		41,792,326

		Business Code
2a	DATA SUBSCRIPTIONS	900099	2,049,720	2,049,720
b	RULE VIOLATION FINE REVENUE	900099	1,539,855	1,539,855
c	PROFESSIONAL QUALIFICATION EXAM FEES	900099	274,200	274,200
d
e
f	All other program service revenue.
g	Total. Add lines 2a–2f .....		3,863,775

3 Investment income (including dividends, interest, and othersimilar amounts) ......			1,207,475	1,207,475
4 Income from investment of tax-exempt bond proceeds			0
5 Royalties...........			0
		(ii) Personal	(i) Real
6a	Gross rents			6a
b	Less: rental expenses			6b
c	Rental income or (loss)	0	0	6c
d	Net rental income or (loss).......			0
		(ii) Other	(i) Securities
7a	Gross amount from sales of assets other than inventory			7a
b	Less: cost or other basis and sales expenses			7b
c	Gain or (loss)			7c
d	Net gain or (loss).........			0
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ....
			8a	0
b	Less: direct expenses ...		8b	0
c	Net income or (loss) from fundraising events..			0
9a	Gross income from gaming activities. See Part IV, line 19 ...
			9a	0
b	Less: direct expenses ...		9b	0
c	Net income or (loss) from gaming activities..			0
10a	Gross sales of inventory, less returns and allowances ..
			10a	0
b	Less: cost of goods sold ..		10b	0
c	Net income or (loss) from sales of inventory..			0
Business Code			Miscellaneous Revenue
11a	OTHER INCOME		900099	2,926	2,926
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			2,926
12	Total revenue. See instructions.....			46,866,502	5,074,176

1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 ....	0
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ...........	0
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16. .............	0
4	Benefits paid to or for members .......	0
5	Compensation of current officers, directors, trustees, and key employees ...........	4,764,576
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) .........	0
7	Other salaries and wages........	14,641,228
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	894,203
9	Other employee benefits .......	1,244,356
10	Payroll taxes ...........	1,111,351
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	498,663
c	Accounting ...........	294,960
d	Lobbying ...........	277,122
e	Professional fundraising services. See Part IV, line 17	0
f	Investment management fees ......	0
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	7,230,298
12	Advertising and promotion ....	0
13	Office expenses .......	365,303
14	Information technology ......	3,376,440
15	Royalties ..	0
16	Occupancy ...........	2,365,845
17	Travel ............	198,037
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .	0
19	Conferences, conventions, and meetings ....	148,388
20	Interest ...........	0
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization ..	4,015,312
23	Insurance ...	279,569
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	DATA & INFORMATION SERVICES	1,258,571
b	DUES, REGISTRATIONS, TRAIN.	167,705
c	PROPERTY AND OTHER TAXES	229,186
d	BAD DEBT	137,310
e	All other expenses	374,291
25	Total functional expenses. Add lines 1 through 24e	43,872,714
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

1	Cash–non-interest-bearing ........			350,677	1	750,480
2	Savings and temporary cash investments .........			978,075	2	2,265,854
3	Pledges and grants receivable, net ......			0	3	0
4	Accounts receivable, net .............			4,887,454	4	7,820,158
5	Loans and other payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .......
				0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), and persons described in section 4958(c)(3)(B) ...
				0	6	0
7	Notes and loans receivable, net ...........			0	7	0
8	Inventories for sale or use ............			0	8	0
9	Prepaid expenses and deferred charges ......			1,349,573	9	1,785,453
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	44,418,964
b	Less: accumulated depreciation	10b	34,892,276	11,541,095	10c	9,526,688
11	Investments—publicly traded securities .			61,124,307	11	61,005,061
12	Investments—other securities. See Part IV, line 11 .....			0	12	0
13	Investments—program-related. See Part IV, line 11 ..			0	13	0
14	Intangible assets ...............			0	14	0
15	Other assets. See Part IV, line 11 ...........			0	15	0
16	Total assets. Add lines 1 through 15 (must equal line 33)...			80,231,181	16	83,153,694

17	Accounts payable and accrued expenses .....	3,298,154	17	3,187,635
18	Grants payable ...	0	18	0
19	Deferred revenue .........	243,474	19	214,705
20	Tax-exempt bond liabilities .........	0	20	0
21	Escrow or custodial account liability. Complete Part IV of Schedule D	0	21	0
22	Loans and other payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .........
		0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..	0	23	0
24	Unsecured notes and loans payable to unrelated third parties ..	0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17 - 24). Complete Part X of Schedule D	6,401,569	25	6,089,817
26	Total liabilities. Add lines 17 through 25..	9,943,197	26	9,492,157

	Organizations that follow FASB ASC 958, check here and complete lines 27, 28, 32, and 33.
27	Net assets without donor restrictions ..........	70,287,984	27	73,661,537
28	Net assets with donor restrictions ...........	0	28	0
	Organizations that do not follow FASB ASC 958, check here and complete lines 29 through 33.
29	Capital stock or trust principal, or current funds .....		29
30	Paid-in or capital surplus, or land, building or equipment fund ...		30
31	Retained earnings, endowment, accumulated income, or other funds		31
32	Total net assets or fund balances ...........	70,287,984	32	73,661,537
33	Total liabilities and net assets/fund balances ........	80,231,181	33	83,153,694