2015-02-04T08:53:49-06:00 2014-09-30 861065772 DELOITTE TAX LLP 7900 TYSONS ONE PLACE SUITE 800 MCLEAN VA 22102 990 2013-10-01 521042433 MUNICIPAL SECURITIES RULEMAKING BOARD MUNI 7037976600 1900 DUKE STREET NO 600 ALEXANDRIA VA 223143412 LYNNETTE KELLY EXECUTIVE DIRECTOR 7037976600 2015-02-04 1 YVETTE WOODS P00364424 7032511000 2013 2016-02-25 16:41:14Z LYNNETTE KELLY 1900 DUKE STREET NO 600 ALEXANDRIA VA 223143412 32023549 0 X WWW.MSRB.ORG X 1975 VA PROTECT INVESTORS AND MUNICIPAL ENTITIES BY PROMOTING A FAIR AND EFFICIENT MUNICIPAL MARKET. 21 21 126 0 0 0 35067556 28766380 4098182 3006782 104621 235361 0 0 39270359 32008523 150000 0 0 0 15423472 15900536 0 0 0 12204858 13601963 27778330 29502499 11492029 2506024 60813189 64620381 2933965 4231356 57879224 60389025 X SEE SCHEDULE OTHE 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. ESTABLISHING RULES FOR DEALERS AND MUNICIPAL ADVISORS; 2. COLLECTING AND DISSEMINATING MARKET INFORMATION, AND 3. ENGAGING IN MARKET LEADERSHIP, OUTREACH AND EDUCATION. 0 0 ESTABLISHING REGULATIONS FOR DEALERS AND MUNICIPAL ADVISORS: SEE SCHEDULE OESTABLISHING REGULATIONS FOR DEALERS AND MUNICIPAL ADVISORS: 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, SAFE AND EFFICIENT TRANSACTIONS, AND SUPPORT A FREE AND OPEN MARKET IN MUNICIPAL SECURITIES AND MUNICIPAL FINANCIAL PRODUCTS. MSRB RULES ARE DEVELOPED WITH EXTENSIVE INPUT FROM THE PUBLIC AND THE MUNICIPAL SECURITIES INDUSTRY, AND WITH AN ECONOMIC ANALYSIS TO STRENGTHEN THE EFFECTIVENESS OF THE MSRB'S RULEMAKING AND MEET THE APPROVAL STANDARDS OF THE SECURITIES AND EXCHANGE COMMISSION (SEC). ONCE DEVELOPED, ALL MSRB RULES MUST BE APPROVED BY THE SEC PRIOR TO EFFECTIVENESS, UNLESS OTHERWISE ALLOWED BY LAW. IN ADDITION, THE MSRB'S ACTIVITIES ARE SUBJECT TO THE GENERAL OVERSIGHT OF THE SEC.THE MSRB FOLLOWS ESTABLISHED PROCEDURES FOR COORDINATING COOPERATIVELY WITH ENFORCEMENT AGENCIES CHARGED WITH ENFORCING MSRB RULES. THE MSRB ALSO OPERATES PROGRAMS THAT SUPPORT THE QUALIFICATION OF PROFESSIONALS EMPLOYED BY REGULATED ENTITIES.CURRENT INFORMATION REGARDING THE MSRB'S RULES AND RULEMAKING-INCLUDING RULE INTERPRETATIONS, REQUESTS FOR COMMENT, NOTICES TO REGULATED ENTITIES AND RULE FILINGS SUBMITTED TO THE SEC-IS DISPLAYED ON THE MSRB'S CORPORATE WEBSITE, AT WWW.MSRB.ORG.REGULATORY HIGHLIGHTS THAT OCCURRED DURING FY 2014 INCLUDE: - ADVANCEMENT OF A REGULATORY FRAMEWORK FOR MUNICIPAL ADVISORS, INCLUDING DRAFT RULES ON BASELINE SUPERVISORY AND COMPLIANCE OBLIGATIONS (DRAFT MSRB RULE G-44), CORE STANDARDS OF CONDUCT (DRAFT MSRB RULE G-42), POLITICAL CONTRIBUTIONS (DRAFT AMENDMENTS TO MSRB RULE G-37), AND PROFESSIONAL QUALIFICATIONS (DRAFT AMENDMENTS TO MSRB RULE G-3);- SUBMISSION TO THE SEC FOR APPROVAL OF A RULE ON BEST EXECUTION FOR MUNICIPAL SECURITIES TRANSACTIONS (DRAFT MSRB RULE G-48);- DEVELOPMENT OF NEW REQUIREMENTS FOR DEALERS TO PROVIDE ANNUAL MUNICIPAL SECURITY TRAINING TO REGISTERED PERSONS WHO ARE REGULARLY ENGAGED IN OR SUPERVISE MUNICIPAL SECURITIES ACTIVITIES (DRAFT AMENDMENTS TO MSRB RULE G-3);- ESTABLISHMENT OF A REQUIREMENT FOR 529 PLAN UNDERWRITERS TO ELECTRONICALLY SUBMIT INFORMATION ANNUALLY TO THE MSRB ON PLAN ASSETS, CONTRIBUTIONS AND WITHDRAWALS, FEE AND COST STRUCTURES AND PERFORMANCE (MSRB RULE G-45);- CLARIFICATION AND HARMONIZATION WITH OTHER REGULATORS OF RULES ON TIME OF TRADE DISCLOSURES, SUITABILITY, FAIR PRICING AND SOPHISTICATED MUNICIPAL MARKET PROFESSIONALS (MSRB RULES G-17, RULE G-19 AND RULE G-48);- CONSOLIDATION OF MSRB REGISTRATION REQUIREMENTS (MSRB RULE A-12);- CREATION OF PROFESSIONAL ASSESSMENT FEES FOR MUNICIPAL ADVISORS (MSRB RULE A-11); AND- CREATION OF A DRAFT RULE THAT WOULD COLLECT AND DISSEMINATE ADDITIONAL POST-TRADE DATA (DRAFT AMENDMENTS TO MSRB RULE G-14). COLLECTING AND DISSEMINATING MARKET INFORMATION: SEE SCHEDULE OCOLLECTING 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 WIDELY AVAILABLE. THE COLLECTION OF THIS INFORMATION SERVES A CRITICAL ROLE IN PRESERVING FAIRNESS AND EFFICIENCY OF THE MUNICIPAL MARKET. THE MSRB ENSURES THAT THE MARKET OPERATES TRANSPARENTLY AND EFFICIENTLY BY REDISSEMINATING THIS INFORMATION TO MUNICIPAL MARKET PARTICIPANTS, AND TO REGULATORS CHARGED WITH EXAMINING FOR COMPLIANCE WITH AND ENFORCING MSRB RULES, AND OTHER REGULATORY AND POLICYMAKING BODIES.UNDER ITS RULEMAKING AUTHORITY, THE MSRB HAS ESTABLISHED "INFORMATION FACILITIES" THAT PROVIDE THE LEGAL FOUNDATION FOR THE COLLECTION AND DISSEMINATION OF MUNICIPAL MARKET INFORMATION. THESE FACILITIES PROVIDE THE MSRB WITH THE AUTHORITY TO COLLECT MUNICIPAL TRANSACTION PRICES (WITH RESPECT TO CUSTOMER AND INTER-DEALER TRANSACTIONS IN MUNICIPAL SECURITIES); OFFICIAL STATEMENTS, PRELIMINARY OFFICIAL STATEMENTS, AND ADVANCE REFUNDING DOCUMENTS (IN CONNECTION WITH NEW ISSUES OF MUNICIPAL SECURITIES); CONTINUING DISCLOSURE DOCUMENTS (IN CONNECTION WITH OUTSTANDING ISSUES OF MUNICIPAL SECURITIES); INTEREST RATE INFORMATION AND RELATED DOCUMENTATION FOR CERTAIN SHORT-TERM OBLIGATIONS (IN CONNECTION WITH OUTSTANDING VARIABLE RATE DEMAND OBLIGATIONS AND AUCTION RATE SECURITIES); AND INFORMATION REGARDING BUSINESS UNDERTAKEN BY, AND CERTAIN POLITICAL CONTRIBUTIONS MADE BY, BROKERS, DEALERS, AND MUNICIPAL SECURITIES DEALERS 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 TO SUBSCRIBERS THROUGH PAID AUTOMATED SUBSCRIPTION SERVICES. AS OF THE END OF FY 2014, THE MSRB OFFERED FIVE PRINCIPAL DATA PRODUCTS WITH APPROXIMATELY 121 ACTIVE SUBSCRIPTION AGREEMENTS.DURING FY 2014, THE MSRB MADE ENHANCEMENTS TO MARKET INFORMATION PROVIDED ON EMMA, AS WELL AS TO THE FUNCTIONALITY OF THE WEBSITE THAT INCLUDE:- REDESIGN OF THE EMMA HOMEPAGE, MAKING IT EASIER FOR INVESTORS AND MUNICIPAL MARKET PARTICIPANTS TO FIND IMPORTANT INFORMATION ABOUT MUNICIPAL SECURITIES. ENHANCED FEATURES INCLUDE EASIER BROWSING, GOAL-BASED APPROACH TO NAVIGATION, REAL-TIME LISTING OF FREQUENTLY TRADED SECURITIES AND ONE CLICK ACCESS TO ESSENTIAL TOOLS;- DESIGN AND DEVELOPMENT OF A PRICE DISCOVERY TOOL ON EMMA TO HELP USERS MORE QUICKLY ESTIMATE THE CURRENT MARKET VALUE OF A MUNICIPAL BOND BY FINDING RECENT TRADE PRICES OF MUNICIPAL SECURITIES WITH SIMILAR CHARACTERISTICS, AS WELL SEE THE PRICE AT WHICH THE SAME BOND HAS BEEN BOUGHT OR SOLD USING A NEW GRAPHING CAPABILITY;- ADDITION OF A GRAPHICAL DISPLAY OF PRICE AND YIELD INFORMATION ON EMMA THAT ALLOWS USERS TO VISUALIZE HISTORICAL TRENDS OVER TIME FOR ANY OF THE NEARLY 1.1 MILLION SECURITIES ON EMMA;- ADDITION OF FREE PUBLIC ACCESS TO PUBLIC FINANCE RATINGS FROM KROLL BOND RATING AGENCY (KBRA) TO EMMA TO HELP INVESTORS MAKE MORE INFORMED DECISIONS; AND,- PUBLICATION OF THE "REPORT ON SECONDARY MARKET TRADING IN THE MUNICIPAL MARKET," WHICH PROVIDED A COMPREHENSIVE ANALYSIS OF TRADE DATA COLLECTED BY MSRB FOCUSING ON PRICING DIFFERENTIALS FOR CUSTOMER-TO-CUSTOMER TRADES AND THE EFFECT OF THE IMPLEMENTATION OF THE REAL-TIME TRADE REPORTING SYSTEM IN 2005. ENGAGING IN EDUCATION, OUTREACH AND MARKET LEADERSHIP: SEE SCHEDULE OENGAGING IN EDUCATION, OUTREACH AND MARKET LEADERSHIP: THE MSRB ENGAGES MUNICIPAL MARKET PARTICIPANTS, REGULATORS AND POLICY MAKERS TO BUILD UNDERSTANDING OF THE MUNICIPAL MARKET AND TO PROMOTE PRACTICES AND POLICIES, AS WELL AS PROBLEM-SOLVING, THAT PROTECT INVESTORS, MUNICIPAL ENTITIES, OBLIGATED PERSONS AND THE PUBLIC INTEREST. THE MSRB ALSO ENGAGES IN EDUCATION AND OUTREACH ACTIVITIES TO SUPPORT THE UNDERSTANDING OF THE MUNICIPAL MARKET AND TO HELP FURTHER PROTECT INVESTORS, MUNICIPAL ENTITIES, OBLIGATED PERSONS AND THE PUBLIC INTEREST.DURING FY 2014, HIGHLIGHTS IN THIS AREA INCLUDE: - HOSTING THE SEMI-ANNUAL MSRB INDUSTRY ROUNDTABLE, REINFORCING THE MSRB'S REPUTATION AS A FACILITATOR IN MARKET-WIDE DISCUSSIONS ABOUT IMPORTANT ISSUES;- HOSTING 16 FREE, PUBLIC WEBINARS ON REGISTRATION, PROPOSED RULES AND GENERAL INFORMATION FOR COMBINED AUDIENCE OF MORE THAN 7,600; - PUBLICATION OF MULTIMEDIA EDUCATIONAL MATERIALS FOR MUNICIPAL ADVISORS ON BEING REGULATED AND UNDERSTANDING THE RULEMAKING PROCESS;- PARTICIPATION IN MORE THAN 100 INDUSTRY EVENTS TO DISCUSS REGULATORY INITIATIVES AND RAISE AWARENESS OF SMALL TO MID-SIZED MUNICIPAL ISSUERS ABOUT THE IMPORTANCE OF COMMUNICATING WITH THEIR INVESTORS ON AN ONGOING BASIS. THE EVENTS PROVIDED AN OPPORTUNITY FOR INDUSTRY PROFESSIONALS TO LEARN ABOUT THE MSRB'S INITIATIVES TO PROTECT MUNICIPAL SECURITIES INVESTORS AND STATE AND LOCAL GOVERNMENTS;- CREATION OF A CONSOLIDATED ONLINE EDUCATION CENTER ON MSRB.ORG TO HOUSE ALL DIGITAL RESOURCES ABOUT THE MUNICIPAL MARKET FOR INVESTORS, STATE AND LOCAL GOVERNMENTS, AND OTHER MARKET PARTICIPANTS; AND, - CREATION OF THE FIRST MUNICIPAL SECURITIES REGULATOR SUMMIT THAT BROUGHT TOGETHER ALL KEY FEDERAL AGENCIES THAT PLAY A ROLE IN REGULATING THE MUNICIPAL MARKET. 0 0 0 1 0 0 0 0 0 1 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 39 0 1 126 1 0 0 0 0 0 0 0 X 21 21 0 0 0 0 0 0 1 1 1 0 0 1 1 1 1 1 1 1 0 0 X X BONNIE MOYNIHAN 7037976600 1900 DUKE STREET SUITE 600 ALEXANDRIA VA 223143412 BENJAMIN S THOMPSON DIRECTOR 5.00 X 56850 0 0 BRIAN L WYNNE DIRECTOR 5.00 X 12350 0 0 CHRISTOPHER M RYON DIRECTOR 5.00 X 11250 0 0 COLLEEN WOODELL DIRECTOR 5.00 X 12050 0 0 CRAIG A NOBLE DIRECTOR 5.00 X 58900 0 0 DALL FORSYTHE DIRECTOR 5.00 X 63100 0 0 EDWARD J DE LA ROSA DIRECTOR 5.00 X 56250 0 0 JAMES D MCKINNEY DIRECTOR 5.00 X 12050 0 0 KYM S ARNONE DIRECTOR 5.00 X 58900 0 0 LAKSHMI KOMMI DIRECTOR 5.00 X 12350 0 0 MARCY EDWARDS DIRECTOR 5.00 X 56297 0 0 MARIANNE F EDMONDS DIRECTOR 5.00 X 57650 0 0 NATHANIEL SINGER DIRECTOR 5.00 X 12350 0 0 NOREEN P WHITE DIRECTOR 5.00 X 56850 0 0 RICHARD K ELLIS DIRECTOR 5.00 X 57050 0 0 ROBERT A FIPPINGER DIRECTOR 5.00 X 63100 0 0 ROBERT P COCHRAN DIRECTOR 5.00 X 11250 0 0 ROBIN L WIESSMANN DIRECTOR 5.00 X 58900 0 0 W BARTLEY HILDRETH DIRECTOR 5.00 X 57650 0 0 DANIEL HEIMOWITZ DIRECTOR, BOARD CHAIR 6.00 X X 65000 0 0 JOSEPH J GERACI DIRECTOR, BD VICE CHAIR 6.00 X X 64350 0 0 AMYTIS G RAMOS ASSISTANT SECRETARY 40.00 X 76375 0 39228 ELIZABETH A WOLFE TREASURER AND CFO 40.00 X 380910 0 36496 LYNNETTE KELLY EXECUTIVE DIRECTOR 40.00 X 832574 0 151057 RONALD W SMITH SECRETARY 40.00 X 183149 0 27409 SARAH MAJROH ASSISTANT SECRETARY 40.00 X 103499 0 16814 ALAN MORISATO CHIEF OPS AND TECH OFF 40.00 X 385842 0 20198 ERNESTO A LANZA DEPUTY EXECUTIVE DIR 40.00 X 540923 0 27939 GARY L GOLDSHOLLE GENERAL COUNSEL 40.00 X 429852 0 48828 JENNIFER A GALLOWAY CHIEF COMM OFFICER 40.00 X 230892 0 34503 KATHLEEN MILES ASSOC GENERAL COUNSEL 40.00 X 273255 0 22901 LAWRENCE P SANDOR DEPUTY GENERAL COUNSEL 40.00 X 345370 0 20768 LESLIE CAREY ASSOC GENERAL COUNSEL 40.00 X 245922 0 31493 RITTA MCLAUGHLIN CHIEF EDUCATION OFFICER 40.00 X 295989 0 31273 ALAN D POLSKY DIRECTOR 5.00 X 45300 0 0 DAVID J MADIGAN DIRECTOR 5.00 X 50300 0 0 JAY M GOLDSTONE DIRECTOR, BOARD CHAIR 8.00 X 80300 0 0 MILROY ALEXANDER DIRECTOR 5.00 X 18810 0 0 PETER J TAYLOR DIRECTOR 5.00 X 29410 0 0 ROBERT A LAMB DIRECTOR 5.00 X 45300 0 0 SHERYL D BAILEY DIRECTOR 5.00 X 47380 0 0 STEPHEN E HEANEY DIRECTOR, BD VICE CHAIR 5.00 X 60000 0 0 5615849 0 508907 36 1 1 0 C C PACE SYSTEMS INC 4100 MONUMENT CORNER DRIVE SUITE 4 FAIRFAX VA 22030 SOFTWARE DEVELOPMENT 1447459 SUTHERLAND GLOBAL SERVICES 1160 PITTSFORD-VICTOR ROAD PITTSFORD NY 14534 CALL CENTER 310025 NATIONAL ECONOMIC RESEARCH ASSOCIATES I 1166 AVENUE OF THE AMERICAS NY NY 10036 ECONOMIC ANALYSIS 117257 THYCOTIC SOFTWARE LTD 1101 17TH STREET NW SUITE 1102 WASHINGTON DC 20036 SOFTWARE DEVELOPMENT 105500 4 28766380 28766380 DATA SUBSCRIPTIONS 900099 1852127 1852127 RULE VIOLATION REVENUE 900099 709523 709523 OTHER 900099 317752 317752 PROF QUAL EXAM FEES 900099 127380 127380 3006782 215387 215387 35000 15026 19974 19974 19974 32008523 3242143 0 0 4277393 9088548 659310 1168566 706719 209521 191855 2578617 511258 1345612 2363014 503830 336303 3388840 192833 ELECTRONIC INFO FEE 1271207 DUES, REGIST. & TRAININ 242230 TEMP AGENCY STAFF 205525 MSRB PUBLICATIONS 73336 187982 29502499 1048336 179215 3065112 1837244 6288424 5223404 584622 812673 33058707 26256200 6482933 6802507 43343762 49765338 60813189 64620381 1627316 3007175 100000 50000 265252 1206649 908929 2933965 4231356 X 57879224 60389025 57879224 60389025 60813189 64620381 2506024 3777 0 X 0 1 X 1 0 0 1 0 1874816 1525221 349595 4008903 2229041 1779862 27174988 22501938 4673050 6802507 DEFERRED RENT 688643 DEFERRED COMPENSATION 220286 908929 X 31992326 3777 3777 31988549 19974 19974 32008523 29482525 -19974 -19974 29502499 0 29502499 PART X, LINE 2: THE MSRB IS EXEMPT FROM FEDERAL AND STATE TAXES ON INCOME (OTHER THAN UNRELATED BUSINESS INCOME) UNDER SECTION 501(C)(6) OF THE INTERNAL REVENUE CODE AND APPLICABLE INCOME TAX REGULATIONS OF THE COMMONWEALTH OF VIRGINIA. THE MSRB FILES AN ANNUAL INFORMATIONAL TAX FORM, FORM 990, WITH THE INTERNAL REVENUE SERVICE. THE MSRB REALIZED NO UNRELATED BUSINESS INCOME IN FISCAL YEARS 2014 AND 2013 AND NO PROVISION FOR INCOME TAXES HAS BEEN MADE AS OF SEPTEMBER 30, 2014 AND 2013. 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 2011 TO 2014, 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. PART XI, LINE 4B - OTHER ADJUSTMENTS: NET GAIN ON SALE OF FIXED ASSET (A CONTRA EXPENSE ON AUDITED STATEMENTS) 19,974. PART XII, LINE 2D - OTHER ADJUSTMENTS: NET GAIN ON SALE OF FIXED ASSET -19,974. X X 1 1 X X X X X X 0 1 0 ELIZABETH A WOLFE TREASURER AND CFO 335978 0 33890 0 11042 0 17500 0 18996 0 417406 0 0 0 LYNNETTE KELLY EXECUTIVE DIRECTOR 670953 0 133350 0 28271 0 125000 0 26057 0 983631 0 0 0 RONALD W SMITH SECRETARY 174149 0 9000 0 0 0 16452 0 10957 0 210558 0 0 0 ALAN MORISATO CHIEF OPS AND TECH OFF 326700 0 32900 0 26242 0 17500 0 2698 0 406040 0 0 0 ERNESTO A LANZA DEPUTY EXECUTIVE DIR 504001 0 35780 0 1142 0 22500 0 5439 0 568862 0 0 0 GARY L GOLDSHOLLE GENERAL COUNSEL 389352 0 40500 0 0 0 17500 0 31328 0 478680 0 0 0 JENNIFER A GALLOWAY CHIEF COMM OFFICER 209392 0 21500 0 0 0 17457 0 17046 0 265395 0 0 0 KATHLEEN MILES ASSOC GENERAL COUNSEL 265201 0 7500 0 554 0 17500 0 5401 0 296156 0 0 0 LAWRENCE P SANDOR DEPUTY GENERAL COUNSEL 312578 0 31550 0 1242 0 17500 0 3268 0 366138 0 0 0 LESLIE CAREY ASSOC GENERAL COUNSEL 241422 0 4500 0 0 0 17810 0 13683 0 277415 0 0 0 RITTA MCLAUGHLIN CHIEF EDUCATION OFFICER 268489 0 27500 0 0 0 17500 0 13773 0 327262 0 0 0 ALAN D POLSKY DIRECTOR 45300 0 0 0 0 0 0 0 0 0 45300 0 0 0 DAVID J MADIGAN DIRECTOR 50300 0 0 0 0 0 0 0 0 0 50300 0 0 0 JAY M GOLDSTONE DIRECTOR, BOARD CHAIR 80300 0 0 0 0 0 0 0 0 0 80300 0 0 0 MILROY ALEXANDER DIRECTOR 18810 0 0 0 0 0 0 0 0 0 18810 0 0 0 PETER J TAYLOR DIRECTOR 29410 0 0 0 0 0 0 0 0 0 29410 0 0 0 ROBERT A LAMB DIRECTOR 45300 0 0 0 0 0 0 0 0 0 45300 0 0 0 SHERYL D BAILEY DIRECTOR 47380 0 0 0 0 0 0 0 0 0 47380 0 0 0 STEPHEN E HEANEY DIRECTOR, BD VICE CHAIR 60000 0 0 0 0 0 0 0 0 0 60000 0 0 0 PART I, LINE 1A THE MSRB REIMBURSES BOARD MEMBERS AND THE EXECUTIVE DIRECTOR 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 EXECUTIVE DIRECTOR FOR THE USE OF BUSINESS CLASS WHEN AVAILABLE, OR IF ONLY TWO CLASSES OF SERVICE ARE OFFERED, FIRST CLASS. BOARD MEMBERS AND THE EXECUTIVE DIRECTOR 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 EXECUTIVE DIRECTOR FOR A TAXABLE SUPPLEMENTAL LIFE INSURANCE POLICY AND LONG-TERM DISABILITY COVERAGE. PART I, LINE 4B LYNNETTE KELLY PARTICIPATED IN A 457(F) SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN. A CONTRIBUTION OF $105,000 WAS MADE; NO DISTRIBUTIONS WERE MADE. FORM 990, PART VI, SECTION A, LINE 7B ALL PROPOSED RULE CHANGES ADOPTED BY THE BOARD OF DIRECTORS OF THE MSRB ARE SUBJECT TO THE FILING AND APPROVAL OR REVIEW REQUIREMENTS BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 19(B) OF THE SECURITIES EXCHANGE ACT OF 1934. FORM 990, PART VI, SECTION B, LINE 11 THE BOARD OF DIRECTORS OF THE MSRB HAS AN AUDIT COMMITTEE THAT IS CHARGED WITH REVIEWING WITH MANAGEMENT THE ORGANIZATION'S COMPLETED FORM ANNUALLY PRIOR TO THE FILING OF SUCH FORM AND REPORTING ANY FINDINGS OR CONCLUSIONS TO THE BOARD OF DIRECTORS IN CONNECTION WITH THE BOARD'S REVIEW OF SUCH FORM. THE AUDIT COMMITTEE AND THE BOARD OF DIRECTORS CONDUCTED THEIR REVIEWS ON 1/28/2015. FORM 990, PART VI, SECTION B, LINE 12C THE MSRB MAINTAINS FOR ITS BOARD OF DIRECTORS AND ITS STAFF: A CODE OF ETHICS AND BUSINESS CONDUCT POLICY; A CONFLICTS OF INTEREST POLICY; AND, A WHISTLEBLOWER POLICY WITH COMPLAINT HANDLING PROCEDURES, WHICH ARE AVAILABLE ON MSRB.ORG. ALL BOARD MEMBERS AND STAFF ARE TRAINED ANNUALLY ON THESE POLICIES AND MUST SIGN AN ACKNOWLEDGMENT. THE MSRB HAS A POLICY REQUIRING THAT OFFICERS, DIRECTORS AND KEY EMPLOYEES DISCLOSE ANNUALLY INTERESTS THAT COULD GIVE RISE TO CONFLICTS. IN CONNECTION WITH THE ELECTION OF NEW MEMBERS OF THE BOARD OF DIRECTORS, EACH CANDIDATE PROVIDES INFORMATION TO THE MSRB CONCERNING POTENTIAL CONFLICTS OF INTEREST. IN ADDITION, CERTAIN ORGANIZATIONAL CONFLICTS ARE EFFECTIVELY PROHIBITED UNDER SECTION 15B(B) OF THE SECURITIES EXCHANGE ACT OF 1934 DUE TO THE STATUTORY REQUIREMENTS REGARDING QUALIFICATION FOR MEMBERSHIP ON THE BOARD OF DIRECTORS. IN PARTICULAR, PUBLIC REPRESENTATIVES MUST BE INDEPENDENT OF ANY MUNICIPAL SECURITIES BROKER, MUNICIPAL SECURITIES DEALER OR MUNICIPAL ADVISOR. MSRB RULE A-3 DEFINES "INDEPENDENT" AS HAVING NO MATERIAL BUSINESS RELATIONSHIP WITH ANY MUNICIPAL SECURITIES BROKER, MUNICIPAL SECURITIES DEALER OR MUNICIPAL ADVISOR, INCLUDING AT A MINIMUM NOT CURRENTLY OR AT ANY TIME WITHIN THE LAST TWO YEARS BEING ASSOCIATED WITH A MUNICIPAL SECURITIES BROKER, MUNICIPAL SECURITIES DEALER OR MUNICIPAL ADVISOR AND NOT HAVING A RELATIONSHIP WITH ANY MUNICIPAL SECURITIES BROKER, MUNICIPAL SECURITIES DEALER OR MUNICIPAL ADVISOR, WHETHER COMPENSATORY OR OTHERWISE, THAT REASONABLY COULD AFFECT THE INDEPENDENT JUDGMENT OR DECISION MAKING OF THE INDIVIDUAL. THE MSRB'S 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, SECTION B, LINE 15A 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. THE EXTERNAL SALARY CONSULTANT COMPARES OUR ORGANIZATION WITH COMPARABLE PEER ORGANIZATIONS IN OUR LOCAL GEOGRAPHIC MARKET AND WITHIN THE INDUSTRY AS APPROPRIATE. THE FULL BOARD APPROVES THE COMPENSATION OF THE EXECUTIVE DIRECTOR, AND THE EXECUTIVE DIRECTOR ESTABLISHES THE COMPENSATION OF THE KEY EMPLOYEES WITHIN THE PARAMETERS AND PHILOSOPHY OF THE APPROVED COMPENSATION STRATEGY. ADDITIONALLY, THE EXECUTIVE DIRECTOR ANNUALLY PROVIDES TO THE BOARD THE SALARY, BENEFITS, AND TOTAL COMPENSATION OF THE SENIOR MANAGEMENT. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S WEBSITE (WWW.MSRB.ORG) CONTAINS THE FOLLOWING: SECURITIES EXCHANGE ACT SECTION 15B (ESTABLISHING STATUTE), RESTATED ARTICLES OF INCORPORATION, BY-LAWS, GOVERNANCE-RELATED ADMINISTRATIVE RULES, BOARD COMMITTEE CHARTERS, CODE OF ETHICS AND BUSINESS CONDUCT, CONFLICTS OF INTEREST POLICY AND DISCLOSURE FORM, RISK MANAGEMENT PROGRAM, WHISTLEBLOWER POLICY, AUDITED FINANCIAL STATEMENTS, IRS FORM 990 AND CERTAIN FINANCIAL POLICIES. FORM 990, PART VI, SECTION A, LINE 2: NO OFFICER, DIRECTOR, TRUSTEE, OR KEY EMPLOYEE HAS A FAMILY RELATIONSHIP OR BUSINESS RELATIONSHIP (AS SUCH TERMS ARE DEFINED FOR PURPOSES OF FORM 990) WITH ANY OTHER OFFICER, DIRECTOR, TRUSTEE, OR KEY EMPLOYEE. AS CONTEMPLATED BY THE CONGRESSIONALLY MANDATED STRUCTURE OF THE MSRB'S BOARD OF DIRECTORS (WHICH SERVES AS THE ORGANIZATION'S GOVERNING BODY) AS A SELF-REGULATORY ORGANIZATION UNDER THE FEDERAL SECURITIES LAWS, THE EMPLOYERS OF SOME MEMBERS OF THE BOARD OF DIRECTORS, AND SUCH MEMBERS IN THEIR CAPACITIES AS EMPLOYEES OF THEIR EMPLOYERS, FROM TIME TO TIME TRANSACT BUSINESS WITH ONE ANOTHER IN THE ORDINARY COURSE OF THEIR BUSINESS AS PARTICIPANTS IN THE MUNICIPAL MARKET ON THE SAME TERMS AS ARE GENERALLY OFFERED TO OTHERS IN THE SAME LINE OF BUSINESS.