Notice2025-17112
Agency Information Collection Activities; Submission for OMB Review; Comment Request; Revision: Exchange Act Rule 15Ba2-1 and Form MSD; Revision: Exchange Act Rule 15Bc3-1 and Form MSDW; Revision: Exchange Act Rule 15Ba2-5; and Reinstatement With Change: Exchange Act Rule 15Ba2-4
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
September 8, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 171 (Monday, September 8, 2025)</title>
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[Federal Register Volume 90, Number 171 (Monday, September 8, 2025)]
[Notices]
[Pages 43275-43279]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-17112]
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SECURITIES AND EXCHANGE COMMISSION
[OMB Control No. 3235-0083; OMB Control No. 3235-0087; OMB Control No.
3235-0088; and OMB Control No. 3235-0089]
Agency Information Collection Activities; Submission for OMB
Review; Comment Request; Revision: Exchange Act Rule 15Ba2-1 and Form
MSD; Revision: Exchange Act Rule 15Bc3-1 and Form MSDW; Revision:
Exchange Act Rule 15Ba2-5; and Reinstatement With Change: Exchange Act
Rule 15Ba2-4
Upon Written Request, Copies Available From: Securities and Exchange
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC
20549-2736
Notice is hereby given that, pursuant to the Paperwork Reduction
Act of 1995 (44 U.S.C. 3501 et seq.) (``PRA''), the Securities and
Exchange Commission (``SEC'' or ``Commission'') is submitting to the
Office of Management and Budget (``OMB'') this request related to the
mandatory collections of information provided for in the following
rules and forms under the Securities Exchange Act of 1934 (15 U.S.C.
78a et seq.) (``Exchange Act''): (1) Rule 15Ba2-1 (17 CFR 240.15Ba2-1)
and Form MSD \1\ (17 CFR 249.1100) (OMB Control No. 3235-0083); (2)
Rule 15Bc3-1 (17 CFR 240.15Bc3-1) and Form MSDW \2\ (17 CFR 249.1110)
(OMB Control No. 3235-0087); (3) Rule 15Ba2-5 (17 CFR 240.15Ba2-5) (OMB
Control No. 3235-0088); and (4) Rule 15Ba2-4 (17 CFR 240.15Ba2-4) (OMB
Control No. 3235-0089).
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\1\ Form MSD and the General Instructions of Form MSD are
available at <a href="https://www.sec.gov/about/forms/formmsd.pdf">https://www.sec.gov/about/forms/formmsd.pdf</a>.
\2\ Form MSDW and the General Instructions of Form MSDW are
available at <a href="https://www.sec.gov/files/formmsdw.pdf">https://www.sec.gov/files/formmsdw.pdf</a>.
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Because each information collection relates to the registration of
municipal securities dealers, the Commission believes that it would
promote efficiency to consolidate these information collections into a
single control number--revised OMB Control No. 3235-0083--and
discontinue the other three control numbers upon OMB approval. The
Commission is therefore submitting the existing information collections
(OMB Control Nos. 3235-0083, 3235-0087, and 3235-0088) to OMB for
revision, extension, and approval, and seeking OMB approval to
temporarily reinstate, with change, inactive OMB Control No. 3235-0089
prior to its discontinuation. The Commission is also requesting
approval to designate revised OMB Control No. 3235-0083 as a ``common
form'' for purposes of PRA submissions \3\ because
[[Page 43276]]
the Board of Governors of the Federal Reserve System (``Federal Reserve
Board''), the Federal Deposit Insurance Corporation (``FDIC''), and the
Office of the Comptroller of the Currency (``OCC'') each use Form MSD
and Form MSDW in addition to the Commission.\4\
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\3\ See ROCIS PRA Module User Guide v. 8.2, at 110-111 (Mar.
2024), available at <a href="https://www.rocis.gov/rocis/viewResources.do">https://www.rocis.gov/rocis/viewResources.do</a>
(``A `common form' is an information collection that can be used by
two or more agencies, or government-wide, for the same purpose. The
Common Forms Module [in ROCIS] allows a `host' agency to obtain
[OMB] approval of an information collection for use by one or more
`using' agencies. After OMB grants approval, any prospective using
agency that seeks to collect identical information for the same
purpose can obtain approval to use the `common form' by providing
its agency-specific information to OMB (e.g., burden estimates and
number of respondents). . . . The host agency will indicate in the
Federal Register notices that it is requesting approval of a common
form and, if known, identify other agencies that may use the
information collection. Both the Federal Register notices and the
ICR should account only for the burden imposed by the host agency's
use of the common form. Once the host agency has received approval
from OMB, any agency will be able to request OMB approval for its
use of the common form in ROCIS by providing its agency specific
information to OMB (e.g., burden estimates and number of
respondents). Additional public notice by those agencies will not be
required.'').
\4\ See the General Instructions of Form MSD at Item K, and the
General Instructions of Form MSDW at Item 2.
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Finally, in the process of conducting the PRA analysis reflected
below: (1) the Commission determined that the information collection
does not constitute a system of record for purposes of the Privacy Act,
and Commission staff has therefore revised the General Instructions of
Form MSD to strike Item M, ``Privacy Act Statement,'' in its entirety;
\5\ (2) Commission staff has revised the General Instructions of Form
MSD and the General Instructions of Form MSDW to correct certain minor
typographical errors; \6\ and (3) as described further below,
Commission staff has determined that it would be prudent to recommend
that the Commission adopt certain technical and/or administrative
revisions to the General Instructions of Form MSD, the General
Instructions of Form MSDW, and the Code of Federal Regulations sections
associated with Form MSD (17 CFR 249.1100) and Form MSDW (17 CFR
249.1110).
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\5\ The General Instructions of Form MSDW do not include a
Privacy Act Statement.
\6\ With respect to the General Instructions of Form MSD,
Commission staff made the following typographical revisions: (1) in
the fourth sentence of Item L(d), replaced ``fact'' with ``facts;''
and (2) added a space following certain words or punctuation marks
throughout (e.g., in the final sentence of Item E, added a space
after the comma following the word ``so,'' and in the final sentence
of Item K, in the clause related to the FDIC, added a space after
the comma following ``NW''). With respect to the General
Instructions of Form MSDW, Commission staff made the following
typographical revisions: (1) at the end of the introductory sentence
of Item 1, replaced the semicolon with a colon; (2) in Item 3, added
the word ``the'' so the phrase ``if registrant is'' now reads ``if
the registrant is;'' (3) in Item 7(a), replaced ``Securitie'' with
``Securities;'' and (4) added a space following certain words or
punctuation marks throughout.
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Rule 15Ba2-1, Rule 15Ba2-4, and Form MSD
The Exchange Act regulates the nation's securities markets and the
securities professionals who participate in those markets. The
Securities Acts Amendments of 1975 (the ``1975 Amendments'') amended
the Exchange Act to establish a framework for the regulation of the
activities of municipal securities brokers and dealers.\7\
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\7\ See Public Law 94-29, 89 Stat. 97, available at <a href="https://www.govinfo.gov/content/pkg/STATUTE-89/pdf/STATUTE-89-Pg97.pdf">https://www.govinfo.gov/content/pkg/STATUTE-89/pdf/STATUTE-89-Pg97.pdf</a>.
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Under Section 15B(a) of the Exchange Act (15 U.S.C. 78o-4(a)), as
added by the 1975 Amendments, municipal securities dealers which are
banks,\8\ or separately identifiable departments or divisions of banks
\9\ (collectively, ``bank municipal securities dealers'') are required
to be registered with the Commission in accordance with such rules as
the Commission may prescribe as necessary or appropriate in the public
interest or for the protection of investors.
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\8\ See Section 3(a)(30) of the Exchange Act [15 U.S.C.
78c(a)(30)] (defining the term ``municipal securities dealer'');
Section 3(a)(6) of the Exchange Act [15 U.S.C. 78c(a)(6)] (defining
the term ``bank'').
\9\ See MSRB Rule G-1 (defining the term ``separately
identifiable department or division of a bank'' and setting forth
activities of the bank which constitute municipal securities dealer
activities); see also Section 15B(b)(2)(H) of the Exchange Act [15
U.S.C. 78o-4(b)(2)(H)] (requiring MSRB Rules to define the term
``separately identifiable department or division,'' as that term is
used in Section 3(a)(30) of the Exchange Act).
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In October 1975, the Commission adopted Rule 15Ba2-1 and Form
MSD.\10\ Rule 15Ba2-1 implements Section 15B(a)(1) and (2) of the
Exchange Act by providing that an application for registration by a
bank municipal securities dealer must be filed on Form MSD. Rule 15Ba2-
1 further provides that if the information contained in any application
for registration on Form MSD, or in any amendment to such application,
is or becomes inaccurate for any reason, the applicant must promptly
file an amendment on Form MSD correcting such information.
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\10\ See Registration of Municipal Securities Brokers and
Dealers, Exchange Act Release No. 11742 (Oct. 15, 1975), 40 FR 49772
(Oct. 24, 1975) and 40 FR 54425 (Nov. 24, 1975) (correction),
available at <a href="https://www.sec.gov/files/rules/final/1977/34-11742.pdf">https://www.sec.gov/files/rules/final/1977/34-11742.pdf</a>.
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In July 1976, the Commission adopted Rule 15Ba2-4.\11\ Rule 15Ba2-4
implements Section 15B(a)(1) and (2) of the Exchange Act by permitting
the successor to a registered municipal securities dealer to assume
immediate responsibility for the operation of the predecessor's
business.\12\ Without the rule, the successor would not be able to
assume operation until it registered as a municipal securities dealer.
Under the rule, as amended,\13\ the registration of the predecessor is
deemed to remain effective as the registration of the successor,
provided that that the successor, within 30 days after such succession,
files an application for registration on Form MSD, and the predecessor
files a notice of withdrawal from registration on Form MSDW; however,
the registration of the predecessor will cease to be effective as the
registration of the successor 45 days after the application for
registration on Form MSD filed by such successor. As amended, the rule
also provides that, if the succession is based solely on a change in
the predecessor's date or state of incorporation, form of organization,
or composition of a partnership, the successor may, within 30 days
after the succession, amend the registration of the predecessor dealer
on Form MSD to reflect these changes. Such amendment is deemed to be an
application for registration filed by the predecessor and adopted by
the successor.
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\11\ See Municipal Securities Dealer Registration and
Withdrawal, Exchange Act Release No. 12602 (July 7, 1976), 41 FR
28947 (July 14, 1976), available at <a href="https://archives.federalregister.gov/issue_slice/1976/7/14/28945-28950.pdf#page=3">https://archives.federalregister.gov/issue_slice/1976/7/14/28945-28950.pdf#page=3</a>.
\12\ Certain provisions of Rule 15Ba2-4 apply to non-bank
municipal securities dealers which make registration filings on the
standard forms for brokers and dealers (Form BD instead of Form MSD,
and Form BDW instead of Form MSDW). Burden estimates for such non-
bank municipal securities dealers are accounted for in the
Supporting Statements for Form BD (OMB Control No. 3235-0012) and
Form BDW (OMB Control No. 3235-0018) and are not included herein.
\13\ See Registration of Successors to Broker-Dealers and
Investment Advisers, Exchange Act Release No. 31661 (Dec. 28, 1992),
58 FR 7, 7-8 (Jan. 4, 1993), available at <a href="https://archives.federalregister.gov/issue_slice/1993/1/4/6-11.pdf#page=2">https://archives.federalregister.gov/issue_slice/1993/1/4/6-11.pdf#page=2</a>
(``The Commission is adopting several technical amendments to the
broker-dealer successor rules under the Exchange Act in order to
address certain ambiguities in the rules. . . . [R]ules 15Ba2-4 and
15Ba2-6, which govern the registration of successors to municipal
securities dealers, also have been revised to be consistent with
amended rule 15b1-3.''); id., 58 FR at 8, note 10 (``Rule 15Ba2-6
also has been redesignated as rule 15Ba2-4(b).'').
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In August 1980, the Commission adopted amendments to Form MSD \14\
that: (1) amend Form MSD's definition of the phrase ``municipal
securities dealer activities'' in the instructions to Form MSD to
conform to the definition of that term in MSRB Rule G-1; (2) allow,
under certain circumstances, bank municipal securities dealers to
substitute Schedule A of Form MSD with Form MSD-4 filed with the bank
regulatory agencies; \15\ and (3) make
[[Page 43277]]
certain technical changes in Form MSD, including a change that
facilitates the processing of registration forms filed by successor
applicants (applicants which intend to succeed to and continue the
business of another registered municipal securities dealer) by
requiring that such applicants check a box on the form indicating their
successor status.
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\14\ See Registration of Municipal Securities Dealers, Exchange
Act Release No. 17100 (Aug. 28, 1980), 45 FR 58831 (Sept. 5, 1980),
available at <a href="https://archives.federalregister.gov/issue_slice/1980/9/5/58831-58835.pdf">https://archives.federalregister.gov/issue_slice/1980/9/5/58831-58835.pdf</a>.
\15\ In order to satisfy the requirements in MSRB Rule G-7 with
respect to information concerning associated persons, the federal
bank regulatory agencies have uniformly adopted Form MSD-4, which
every bank municipal securities dealer is required to submit to its
appropriate regulatory agency on behalf of each municipal securities
principal or municipal securities representative associated with
such bank dealer. See Form MSD-4, ``Uniform Application for
Municipal Securities Principal or Municipal Securities
Representative Associated with a Bank Municipal Securities Dealer,''
available at <a href="https://www.federalreserve.gov/reportforms/forms/Form_MSD-420190731_f.pdf">https://www.federalreserve.gov/reportforms/forms/Form_MSD-420190731_f.pdf</a> (OMB Control No. 7100-0100 (Federal Reserve
Board); OMB Control No. 3064-0022 (FDIC); OMB Control No. 1557-0184
(OCC)). MSRB Rule G-7 is available at <a href="https://www.msrb.org/Rules-and-Interpretations/MSRB-Rules/General/Rule-G-7">https://www.msrb.org/Rules-and-Interpretations/MSRB-Rules/General/Rule-G-7</a>.
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The Commission has also adopted amendments that: (1) in July 1985,
added a Privacy Act Statement to the General Instructions of Form MSD;
\16\ (2) in June 1997, removed language in the General Instructions of
Form MSD that permitted the voluntary provision of social security
numbers; \17\ (3) in January 2008, revised the General Instructions of
Form MSD to update the current list of agencies with which the forms
must be filed to include the OTS, and to update the addresses of the
agencies listed on the forms; \18\ and (4) in April 2018, revised
Schedule A of Form MSD to remove certain Personally Identifiable
Information (``PII''), namely references to date of birth and place of
birth.\19\
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\16\ See Technical Revision of Form MSD, Exchange Act Release
No. 22208 (July 2, 1985), 50 FR 29948 (July 23, 1985), available at
<a href="https://archives.federalregister.gov/issue_slice/1985/7/23/29935-29955.pdf#page=12">https://archives.federalregister.gov/issue_slice/1985/7/23/29935-29955.pdf#page=12</a>.
\17\ See Amendments to Forms and Schedules to Remove Voluntary
Provision of Social Security Numbers, Exchange Act Release No. 38771
(June 25, 1997), 62 FR 35338 (July 1, 1997), available at <a href="https://www.govinfo.gov/content/pkg/FR-1997-07-01/pdf/97-17104.pdf">https://www.govinfo.gov/content/pkg/FR-1997-07-01/pdf/97-17104.pdf</a>.
\18\ See Technical Amendments to Forms MSD, MSDW, BD-N, BD, BDW,
ADV, and ADV-W and to Exchange Act Rules 15b1-1, 15b3-1, 15b6-1,
15Ba2-2, 15Bc3-1, 15Ca1-1, 15Ca2-1, 15Cc1-1, and 17a-3, and Advisers
Act Rules 203-1, 203-3, and 204-1, Exchange Act Release No. 57166
(Jan. 17, 2008), 73 FR 4690 (Jan. 28, 2008), available at <a href="https://www.govinfo.gov/content/pkg/FR-2008-01-28/pdf/E8-1171.pdf">https://www.govinfo.gov/content/pkg/FR-2008-01-28/pdf/E8-1171.pdf</a>.
\19\ See Amendments to Forms and Schedules to Remove Provision
of Certain Personally Identifiable Information, Exchange Act Release
No. 83097 (Apr. 24, 2018), 83 FR 22190 (May 14, 2018), available at
<a href="https://www.govinfo.gov/content/pkg/FR-2018-05-14/pdf/2018-10227.pdf">https://www.govinfo.gov/content/pkg/FR-2018-05-14/pdf/2018-10227.pdf</a>.
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The Commission uses the information obtained from Form MSD filings
to, among other things, determine whether bank municipal securities
dealers meet the standards for registration set forth in the Exchange
Act, make information about particular bank municipal securities
dealers available to customers and members of the public, and develop
risk assessment information about bank municipal securities dealers.
The information is also made available for inspection by any interested
person because it is important to give investors and the public an
independent means of obtaining or verifying information that they may
deem relevant regarding, among other things, the municipal securities
dealer's operations, management, and disciplinary history, and the
qualifications and disciplinary history of management, supervisory, and
certain other persons associated with the municipal securities dealer,
with whom they may be entrusting a substantial portion of their assets.
Certain identifying information for Form MSD filings (e.g., entity
name, filing date, and document control number to facilitate
inspection) is also routinely made available to the public on the
Commission's Electronic Data Gathering, Analysis, and Retrieval
(``EDGAR'') website. No assurances of confidentiality are provided with
respect to Form MSD.
Form MSD is a one-time registration form that is used for new
applications (Rule 15Ba2-1(a)) and successor applications (Rule 15Ba2-
4(a)). Form MSD must be amended only if information contained in the
form is, or becomes, inaccurate (Rule 15Ba2-1(b)), or to update any
inaccurate information prior to filing a notice of withdrawal on Form
MSDW (Rule 15Bc3-1(a)). Form MSD may also be amended to reflect changes
where a succession is based solely on a change in the predecessor's
date or state of incorporation, form of organization, or composition of
a partnership (Rule 15Ba2-4(b)).
Based upon past submissions of 0 new applications, 16 amendments,
and 0 successor applications in 2022, 1 new application, 10 amendments,
and 0 successor applications in 2023, and 0 new applications, 12
amendments, and 0 successor applications in 2024, the Commission
estimates that on an annual basis approximately 1 respondent will use
Form MSD for a new application,\20\ approximately 13 respondents will
use Form MSD for an amendment,\21\ and approximately 1 respondent will
use Form MSD for a successor application,\22\ for a total of
approximately 15 respondents per year.\23\
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\20\ Average new applications on Form MSD per year over the last
three years: (0 (2022) + 1 (2023) + 0 (2024) = 1) / 3 years = 0.33,
rounded up to 1.
\21\ Average amendments on Form MSD per year over the last three
years: (16 (2022) + 10 (2023) + 12 (2024) = 38) / 3 years = 12.67,
rounded up to 13.
\22\ Average successor applications on Form MSD per year over
the last three years: (0 (2022) + 0 (2023) + 0 (2024) = 0) / 3 years
= 0, but estimated at 1 to account for potential burden.
\23\ Total estimated Form MSD filings per year: 1 estimated new
application + 13 estimated amendments + 1 estimated successor
application = 15 Form MSD filings.
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The time required to complete Form MSD varies with the size and
complexity of the bank municipal securities dealer's operations (or
proposed operations). Commission staff understands that it can take up
to 15 hours for a bank with a large operation and many employees to
complete the form, but that smaller banks with fewer personnel can
complete the form in 1 to 2 hours. Most recent new applications have
come from smaller banks. Also, amendments to Form MSD are likely to
require significantly less time to complete. Accordingly, Commission
staff estimates that the total annual burden is currently approximately
23 hours at an average of 1.5 hours per respondent. (15 respondents/
year x 1.5 hours/respondent = 22.5 hours/year, rounded up to 23 hours/
year).
The staff estimates that the average internal compliance cost per
hour is approximately $457.\24\ Therefore, the estimated total annual
internal cost of compliance is approximately $10,511 per year (23
hours/year x $457/hour = $10,511/year). The Commission does not believe
that respondents will incur any costs in filing a Form MSD other than
the internal compliance cost identified above.
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\24\ The estimate of $457 per hour is for a compliance attorney,
based on the Securities Industry and Financial Markets Association's
Management & Professional Earnings in the Securities Industry 2013,
modified by Commission staff to account for an 1800-hour work-year
and inflation, and multiplied by 5.35 to account for bonuses, firm
size, employee benefits and overhead.
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Rule 15Bc3-1 and Form MSDW
Under Section 15B(c) of the Exchange Act (15 U.S.C. 78o-4(c)), as
added by the 1975 Amendments, any registered municipal securities
dealer may, upon such terms and conditions as the Commission may deem
necessary in the public interest or for the protection of investors,
withdraw from registration by filing a written notice of withdrawal
with the Commission.
In July 1976, the Commission adopted Rule 15Bc3-1 and Form
MSDW.\25\ Rule 15Bc3-1 implements Section 15B(c)(3) of the Exchange Act
by providing that bank municipal securities dealers that wish to
withdraw from registration must file a notice of withdrawal from
[[Page 43278]]
registration on Form MSDW.\26\ Rule 15Bc3-1 further provides that,
prior to filing a notice of withdrawal from registration on Form MSDW,
a bank municipal securities dealer must amend Form MSD in accordance
with Rule 15Ba2-1(b) to update any inaccurate information.
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\25\ See Municipal Securities Dealer Registration and
Withdrawal, Exchange Act Release No. 12602 (July 7, 1976), 41 FR
28947 (July 14, 1976), available at <a href="https://archives.federalregister.gov/issue_slice/1976/7/14/28945-28950.pdf#page=3">https://archives.federalregister.gov/issue_slice/1976/7/14/28945-28950.pdf#page=3</a>.
\26\ Certain provisions of Rule 15Bc3-1 apply to non-bank
municipal securities dealers which make registration filings on the
standard forms for brokers and dealers (Form BD instead of Form MSD,
and Form BDW instead of Form MSDW). Burden estimates for such non-
bank municipal securities dealers are accounted for in the
Supporting Statements for Form BD (OMB Control No. 3235-0012) and
Form BDW (OMB Control No. 3235-0018) and are not included herein.
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In April 1999, the Commission adopted amendments that revised Rule
15Bc3-1 to provide municipal securities dealers adequate flexibility to
bring their business operations to an orderly close in circumstances in
which the 60-day period previously provided under Rule 15Bc3-1 would
not be sufficient, and to provide the Commission greater flexibility in
concluding investigations of municipal securities dealers before they
complete the withdrawal process.\27\
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\27\ See Broker-Dealer Registration and Reporting, Exchange Act
Release No. 41356 (Apr. 30, 1999), 64 FR 25144 (May 10, 1999),
available at <a href="https://www.govinfo.gov/content/pkg/FR-1999-05-10/pdf/99-11359.pdf">https://www.govinfo.gov/content/pkg/FR-1999-05-10/pdf/99-11359.pdf</a>; see also Broker-Dealer Registration and Reporting,
Exchange Act Release No. 41672 (July 30, 1999), 64 FR 42594 (Aug. 5,
1999), available at <a href="https://www.govinfo.gov/content/pkg/FR-1999-08-05/pdf/99-20099.pdf">https://www.govinfo.gov/content/pkg/FR-1999-08-05/pdf/99-20099.pdf</a> (amendment to Rule 15Bc3-1 applicable only to
Form BDW filers).
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In January 2008, the Commission adopted amendments that revised the
General Instructions of Form MSDW to update the current list of
agencies with which the forms must be filed to include the OTS, and to
update the addresses of the agencies listed on the forms.\28\
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\28\ See Technical Amendments to Forms MSD, MSDW, BD-N, BD, BDW,
ADV, and ADV-W and to Exchange Act Rules 15b1-1, 15b3-1, 15b6-1,
15Ba2-2, 15Bc3-1, 15Ca1-1, 15Ca2-1, 15Cc1-1, and 17a-3, and Advisers
Act Rules 203-1, 203-3, and 204-1, Exchange Act Release No. 57166
(Jan. 17, 2008), 73 FR 4690 (Jan. 28, 2008), available at <a href="https://www.govinfo.gov/content/pkg/FR-2008-01-28/pdf/E8-1171.pdf">https://www.govinfo.gov/content/pkg/FR-2008-01-28/pdf/E8-1171.pdf</a>.
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The Commission uses information obtained from Form MSDW filings to,
among other things, determine whether it is in the public interest to
permit a bank municipal securities dealer to withdraw its registration.
The information is also made available for inspection by any interested
person because it is important to give the municipal securities
dealer's customers and the public an independent means of obtaining or
verifying information that they may deem relevant, including whether
the registrant owes money or securities to any customer in connection
with its activities as a municipal securities dealer, whether the
registrant is involved in any legal action or proceeding, whether there
are any unsatisfied judgments or liens against the registrant, and the
name and address of the person who has or will have custody or
possession of the registrant's books and records that are required to
be preserved pursuant to Section 17(a) of the Exchange Act (15 U.S.C.
78q), Rule 17a-4 thereunder (17 CFR 240.17a-4), and MSRB Rule G-9.\29\
Certain identifying information for Form MSDW filings (e.g., entity
name, filing date, and document control number to facilitate
inspection) is also routinely made available to the public on the
Commission's EDGAR website. No assurances of confidentiality are
provided with respect to Form MSDW.
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\29\ MSRB Rule G-9 is available at <a href="https://www.msrb.org/Rules-and-Interpretations/MSRB-Rules/General/Rule-G-9">https://www.msrb.org/Rules-and-Interpretations/MSRB-Rules/General/Rule-G-9</a>.
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The Commission estimates that the average amount of time necessary
to complete Form MSDW is approximately 0.5 hours. Based upon past
submissions of 1 filing in 2022, 1 filing in 2023, and 1 filing in
2024, the Commission estimates that approximately 1 respondent will use
Form MSDW annually,\30\ with a total hour burden for all respondents of
approximately 1 hour per year (0.5 hours rounded up to 1). This
estimate is based on the Commission staff's experience in administering
the form.
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\30\ Average Form MSDW filings per year over the last three
years: (1 (2022) + 1 (2023) + 1 (2024) = 3) / 3 years = 1.
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The staff estimates that the average internal compliance cost per
hour is approximately $457.\31\ Therefore, the estimated total annual
internal cost of compliance is approximately $229 per year (0.5 hours/
year x $457/hour = $228.5/year, rounded up to $229/year). The
Commission does not believe that respondents will incur any costs in
filing a Form MSDW other than the internal compliance cost identified
above.
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\31\ The estimate of $457 per hour is for a compliance attorney,
based on the Securities Industry and Financial Markets Association's
Management & Professional Earnings in the Securities Industry 2013,
modified by Commission staff to account for an 1800-hour work-year
and inflation, and multiplied by 5.35 to account for bonuses, firm
size, employee benefits and overhead.
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Rule 15Ba2-5 and Rule 15Ba2-5 Statements
In July 1976, the Commission adopted Rule 15Ba2-5.\32\ Rule 15Ba2-5
implements Section 15B(a) of the Exchange Act by permitting a duly
appointed (or duly qualified) fiduciary to assume immediate
responsibility for the operation of a registered municipal securities
dealer's business. Without the rule, the fiduciary would not be able to
assume operation until it registered as a municipal securities dealer.
Under the rule, the registration of a municipal securities dealer is
deemed to be the registration of any executor, administrator, guardian,
conservator, assignee for the benefit of creditors, receiver, trustee
in insolvency or bankruptcy, or other fiduciary, appointed or qualified
by order, judgment, or decree of a court of competent jurisdiction to
continue the business of such municipal securities dealer, provided
that such fiduciary files with the Commission, within 30 days after
entering upon the performance of his duties, a statement setting forth
as to such fiduciary substantially the same information required by
Form MSD or Form BD (``Rule 15Ba2-5 Statement''). The Rule 15Ba2-5
Statement is necessary to ensure that the Commission and the public
have adequate information about the fiduciary.
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\32\ Municipal Securities Dealer Registration and Withdrawal,
Exchange Act Release No. 12602 (July 7, 1976), 41 FR 28947 (July 14,
1976), available at <a href="https://archives.federalregister.gov/issue_slice/1976/7/14/28945-28950.pdf#page=3">https://archives.federalregister.gov/issue_slice/1976/7/14/28945-28950.pdf#page=3</a>.
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The Commission uses the information obtained from Rule 15Ba2-5
Statements to, among other things, determine whether the fiduciary
meets the standards for registration set forth in the Exchange Act and
develop risk assessment information about bank municipal securities
dealers. No assurances of confidentiality are provided with respect to
Rule 15Ba2-5 Statements.
The burden of information collection is estimated to involve
approximately 1 respondent making 1 response per year for both bank and
non-bank municipal securities dealers. The response is estimated to
require an average of 4 hours. Thus, the total compliance burden is
estimated to be 4 hours per year. This burden is a one-time reporting
burden.
A Rule 15Ba2-5 statement must set forth as to the fiduciary
substantially the same information required by Form MSD or Form BD.
Accordingly, Commission staff estimates that the approximate internal
cost of compliance per hour is the same as Form MSD above ($457),
resulting in a total annual internal compliance cost of approximately
$1,828 (4 hours/year x $457/hour).
The Commission does not believe that respondents will incur any
costs in filing a Rule 15Ba2-5 Statement other than the internal
compliance cost identified above.
[[Page 43279]]
Recommendation To Adopt Additional Technical and/or Administrative
Amendments
In the process of conducting the present PRA analysis, Commission
staff has determined that it would be prudent to recommend that the
Commission adopt certain technical and/or administrative revisions to
the General Instructions of Form MSD, the General Instructions of Form
MSDW, and the Code of Federal Regulations sections associated with Form
MSD (17 CFR 249.1100) and Form MSDW (17 CFR 249.1110). If adopted,
these potential revisions would, among other things: (1) require only
one copy of Form MSD and Form MSDW to be filed with the Commission
(rather than three copies of Form MSD and two copies of Form MSDW); (2)
provide online locations where Forms MSD, MSDW, and BD are available
(rather than physical locations); (3) update certain citations to MSRB
Rule G-1 (including updating the definition of ``municipal securities
dealer activities'' in Form MSDW to cite to MSRB Rule G-1); (4) update
certain language to reflect amended versions of the rules; (5) update
the OCC's mailing address; (6) strike references to the former OTS and
its jurisdiction; and (7) update the OCC's jurisdiction as the
appropriate regulatory agency for federal savings associations and
departments or divisions of such savings associations.
Consultations Outside the Agency
The required Federal Register notice with a 60-day comment period
soliciting comments on this collection of information was
published.\33\ Although not required by the Administrative Procedure
Act, this comment solicitation also invited comments on the potential
technical and/or administrative revisions amendments described
above.\34\ The Commission received one comment letter in response to
this comment solicitation.\35\ Although Commission staff appreciates
the information received from this commenter, it is the view of staff
that the estimates contained in the Federal Register notice remain
valid and the staff has not made any changes to the Commission's burden
estimates based on these comments. As discussed more fully in the
Supporting Statement,\36\ it is the view of Commission staff that most
of the comments received either: (i) supported the anticipated
technical and administrative revisions identified in the 60-Day Notice;
(ii) addressed the information collection burden generally but did not
provide any specific supporting data related to the burden; or (iii)
recommended changes to rules and forms that would likely need to be
effected pursuant to a Commission rulemaking and are therefore beyond
the scope of the PRA analysis.
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\33\ See Proposed Collection; Comment Request; Revision:
Exchange Act Rule 15Ba2-1 and Form MSD; Revision: Exchange Act Rule
15Bc3-1 and Form MSDW; Revision: Exchange Act Rule 15Ba2-5; and
Reinstatement With Change: Exchange Act Rule 15Ba2-4, 90 FR 24835
(June 12, 2025), available at <a href="https://www.govinfo.gov/content/pkg/FR-2025-06-12/pdf/2025-10646.pdf">https://www.govinfo.gov/content/pkg/FR-2025-06-12/pdf/2025-10646.pdf</a>.
\34\ See id., 90 FR at 24835-24836 (``Finally, in the process of
conducting the PRA analysis reflected in section I below, the
Commission has identified certain technical and/or administrative
revisions that it anticipates making to the General Instructions of
Form MSD, the General Instructions of Form MSDW, and the Code of
Federal Regulations sections associated with Form MSD (17 CFR
249.1100) and Form MSDW (17 CFR 249.1110). These anticipated
revisions are outlined in section II below. . . . Although the
Commission preliminarily finds that these revisions would not
require publication for notice and comment under the Administrative
Procedure Act because they relate solely to agency procedures or
practice and do not substantially alter the rights and obligations
of non-agency parties (or, alternatively, because notice and comment
would be `unnecessary'), the Commission nonetheless invites comments
on the anticipated revisions.'') (citing 5 U.S.C. 553(b)).
\35\ Letter from Leslie M. Norwood, Managing Director and
Associate General Counsel, and Gerald O'Hara, Vice President and
Assistant General Counsel, Securities Industry and Financial Markets
Association (``SIFMA Letter''), August 11, 2025, available at
<a href="https://www.reginfo.gov/public/do/PRAViewICR?ref_nbr=202505-3235-013">https://www.reginfo.gov/public/do/PRAViewICR?ref_nbr=202505-3235-013</a>.
\36\ See PRA Supporting Statement for Registration of Municipal
Securities Dealers, Section 8, available at <a href="https://www.reginfo.gov/public/do/PRAViewICR?ref_nbr=202505-3235-013">https://www.reginfo.gov/public/do/PRAViewICR?ref_nbr=202505-3235-013</a>.
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Nonetheless, as discussed more fully in the Supporting
Statement,\37\ Commission staff has determined to take under advisement
nearly all comments received and will further study whether they should
be applied in future PRA analyses and/or merit potential rulemaking
activities related to the municipal securities dealer registration
rules.\38\ Among other things, staff will take under advisement
comments suggesting that the Commission should: (i) continuously review
Forms MSD and MSDW, and other forms related to the municipal securities
markets, for accuracy, relevance, and potential modernization; (ii)
make copies of Form MSD and Form MSDW filings electronically available
on EDGAR; (iii) convert Form MSD and Form MSDW submissions from paper
filing to electronic filing in EDGAR; (iv) separately estimate the
hours burden for Form MSD filers to complete new applications versus
the estimated time it takes Form MSD filers to complete amendments; and
(v) coordinate with the Financial Industry Regulatory Authority, the
MSRB, and the Federal Reserve Board, FDIC, and OCC to: (a) identify
potential sources of regulatory duplication and redundancy via forms
calling for similar information from market participants in the
municipal securities markets, including bank municipal securities
dealers; (b) potentially harmonize such forms and streamline filing
requirements across regulators, including for bank municipal securities
dealers; and (c) potentially provide market participants with a single
set of statistics and data consolidated across such forms.
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\37\ See id.
\38\ Commission staff does not commit to take any course of
action following further study of these comments.
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An agency may not conduct or sponsor, and a person is not required
to respond to, a collection of information unless it displays a
currently valid OMB Control Number.
Written comments are invited on: (a) whether this proposed
collection of information is necessary for the proper performance of
the functions of the SEC, including whether the information will have
practical utility; (b) the accuracy of the SEC's estimate of the burden
imposed by the proposed collection of information, including the
validity of the methodology and the assumptions used; (c) ways to
enhance the quality, utility, and clarity of the information to be
collected; and (d) ways to minimize the burden of the collection of
information on respondents, including through the use of automated,
electronic collection techniques or other forms of information
technology.
The public may view and comment on this information collection
request at: <a href="https://www.reginfo.gov/public/do/PRAViewICR?ref_nbr=202505-3235-013">https://www.reginfo.gov/public/do/PRAViewICR?ref_nbr=202505-3235-013</a> (OMB Control No. 3235-0083), <a href="https://www.reginfo.gov/public/do/PRAViewICR?ref_nbr=202505-3235-014">https://www.reginfo.gov/public/do/PRAViewICR?ref_nbr=202505-3235-014</a> (OMB
Control No. 3235-0087), <a href="https://www.reginfo.gov/public/do/PRAViewICR?ref_nbr=202505-3235-015">https://www.reginfo.gov/public/do/PRAViewICR?ref_nbr=202505-3235-015</a> (OMB Control No. 3235-0088), and
<a href="https://www.reginfo.gov/public/do/PRAViewICR?ref_nbr=202505-3235-016">https://www.reginfo.gov/public/do/PRAViewICR?ref_nbr=202505-3235-016</a>
(OMB Control No. 3235-0089) or email comment to
<a href="/cdn-cgi/l/email-protection#e1aca3b9cfaeaca3cfaea8b3a0cfb2a4a2be8584928abe8e878788828493a18e8c83cf848e91cf868e97"><span class="__cf_email__" data-cfemail="fcb1bea4d2b3b1bed2b3b5aebdd2afb9bfa398998f97a3939a9a959f998ebc93919ed299938cd29b938a">[email protected]</span></a> within 30 days of the day
after publication of this notice, by October 9, 2025.
Dated: September 3, 2025.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-17112 Filed 9-5-25; 8:45 am]
BILLING CODE 8011-01-P
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</html>Indexed from Federal Register on September 8, 2025.
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