Notice2026-21562
Agency Information Collection Activities; Submission for OMB Review; Comment Request; Extension: Rules 15Ba1-1 to 15Ba1-8-Registration of Municipal Advisors and Forms MA, MA-I, MA-W, and MA-NR
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
October 22, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 203 (Thursday, October 22, 2026)</title>
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[Federal Register Volume 91, Number 203 (Thursday, October 22, 2026)]
[Notices]
[Pages 66758-66766]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-21562]
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SECURITIES AND EXCHANGE COMMISSION
[OMB Control No. 3235-0681]
Agency Information Collection Activities; Submission for OMB
Review; Comment Request; Extension: Rules 15Ba1-1 to 15Ba1-8--
Registration of Municipal Advisors and Forms MA, MA-I, MA-W, and MA-NR
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 for the
extension and approval of the mandatory collection of information
related to the registration of municipal advisors provided for in Rules
15Ba1-1 to 15Ba1-8 (17 CFR 240.15Ba1-1 to 17 CFR 240.15Ba1-8) and Forms
MA (17 CFR 249.1300), MA-I (17 CFR 249.1310), MA-W (17 CFR 249.1320),
and MA-NR (17 CFR 249.1330) \1\ under the Securities Exchange Act of
1934 (15 U.S.C. 78a et seq.) (the ``Exchange Act''). The required
Federal Register notice with a 60-day comment period soliciting
comments on this collection of information was published.\2\
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\1\ Reference copies of the forms and instructions are available
at <a href="https://www.sec.gov/files/formma.pdf">https://www.sec.gov/files/formma.pdf</a> (Form MA), <a href="https://www.sec.gov/files/formma-i.pdf">https://www.sec.gov/files/formma-i.pdf</a> (Form MA-I), <a href="https://www.sec.gov/files/formma-w.pdf">https://www.sec.gov/files/formma-w.pdf</a> (Form MA-W), <a href="https://www.sec.gov/files/formma-nr.pdf">https://www.sec.gov/files/formma-nr.pdf</a> (Form MA-NR), and <a href="https://www.sec.gov/files/formmadata.pdf">https://www.sec.gov/files/formmadata.pdf</a>
(Instructions for the Form MA Series).
\2\ Agency Information Collection Activities; Proposed
Collection; Comment Request; Extension: Rules 15Ba1-1 to 15Ba1-8-
Registration of Municipal Advisors and Forms MA, MA-I, MA-W, and MA-
NR, 91 FR 40622 (July 2, 2026) (``60-Day Notice''), available at
<a href="https://www.govinfo.gov/content/pkg/FR-2026-07-02/pdf/2026-13358.pdf">https://www.govinfo.gov/content/pkg/FR-2026-07-02/pdf/2026-13358.pdf</a>.
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In 2010, the Dodd-Frank Wall Street Reform and Consumer Protection
Act (``Dodd-Frank Act'') amended Section 15B of the Exchange Act to
require a new class of regulated persons, ``municipal advisors,'' to
register with the Commission.\3\ Section 15B(a)(1)(B) of the Exchange
Act, as added by the Dodd-Frank Act, makes it unlawful for a municipal
advisor to provide advice to or on behalf of a municipal entity or
obligated person with respect to municipal financial products or the
issuance of municipal securities, or to undertake certain solicitations
of a municipal entity or obligated person, unless the municipal advisor
is registered with the Commission.\4\
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\3\ See 15 U.S.C. 78o-4; Dodd-Frank Act, Public Law 111-203,
title IX, section 975, July 21, 2010, 124 Stat. 1915-1923, available
at <a href="https://www.govinfo.gov/content/pkg/PLAW-111publ203/pdf/PLAW-111publ203.pdf">https://www.govinfo.gov/content/pkg/PLAW-111publ203/pdf/PLAW-111publ203.pdf</a>.
\4\ See 15 U.S.C. 78o-4(a)(1)(B).
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On September 20, 2013, the Commission adopted Rules 15Ba1-1 through
15Ba1-8 and Rule 15Bc4-1 under the Exchange Act to establish the rules
by which a municipal advisor must obtain, maintain, and terminate its
registration with the Commission.\5\ The rules, among other things: (i)
require municipal advisors to file Forms MA, MA-I, MA-W, and MA-NR with
the Commission to obtain, maintain, or terminate their registration
with the Commission, (ii) require municipal advisors to maintain
certain books and records in accordance with the Exchange Act, (iii)
interpret the definition of the term ``municipal advisor,'' (iv)
interpret the statutory exclusions to that definition, and (v) provide
certain additional regulatory exemptions.\6\ The rules became effective
on January 13, 2014; however, on January 13, 2014, the Commission
temporarily stayed such rules until July 1, 2014.\7\ Amendments to
Forms MA and MA-I designed to eliminate aspects of the forms that
request filers to provide certain forms of personally identifiable
information of natural persons, including Social Security numbers,
dates of birth, and foreign identity numbers became effective on May
14, 2018.\8\
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\5\ See Registration of Municipal Advisors, Exchange Act Release
No. 70462 (Sept. 20, 2013), 78 FR 67468 (Nov. 12, 2013), available
at <a href="https://www.govinfo.gov/content/pkg/FR-2013-11-12/pdf/2013-23524.pdf">https://www.govinfo.gov/content/pkg/FR-2013-11-12/pdf/2013-23524.pdf</a>.
\6\ See id.
\7\ See Registration of Municipal Advisors; Temporary Stay of
Final Rule, Exchange Act Release No. 71288 (Jan. 13, 2014), 79 FR
2777 (Jan. 16, 2014), available at <a href="https://www.govinfo.gov/content/pkg/FR-2014-01-16/pdf/2014-00740.pdf">https://www.govinfo.gov/content/pkg/FR-2014-01-16/pdf/2014-00740.pdf</a>.
\8\ 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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I. Forms MA and MA-I
Rule 15Ba1-2 requires each person applying for registration with
the Commission as a municipal advisor to file electronically with the
Commission Form MA and, with respect to each natural person associated
with the municipal advisory firm who engages in municipal advisory
activities on its behalf, Form MA-I.\9\ Rule 15Ba1-5 and the
Instructions for the Form MA Series require municipal advisors to amend
Form MA annually; amend Form MA whenever certain information previously
provided therein becomes inaccurate or materially inaccurate; amend
Form MA-I whenever the information previously provided therein becomes
inaccurate for any reason; and amend Form MA-I to indicate that an
individual is no longer an associated person of the municipal advisory
firm filing the form or no longer engaged in municipal advisory
activities on its behalf.\10\ Rule 15Ba1-7 requires municipal advisors
to report succession of registration on Form MA.\11\
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\9\ See 17 CFR 240.15Ba1-2. The terms ``municipal advisor'' and
``municipal advisory firm'' are used interchangeably herein. Both
terms include sole proprietors. See Instructions for the Form MA
Series, at 19, available at <a href="https://www.sec.gov/files/formmadata.pdf">https://www.sec.gov/files/formmadata.pdf</a>.
\10\ See 17 CFR 240.15Ba1-5; Instructions for the Form MA
Series, at 2-3 & 4-5, available at <a href="https://www.sec.gov/files/formmadata.pdf">https://www.sec.gov/files/formmadata.pdf</a>.
\11\ See 17 CFR 240.15Ba1-7.
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Forms MA and MA-I help ensure that the Commission can make
information about municipal advisors transparent and easily accessible
to the investing public, including municipal entities and obligated
persons who engage municipal advisors; investors who may purchase
securities from offerings in which municipal advisors participated; and
other regulators. Further, the information provided on Forms MA and MA-
I expands the amount of publicly available information about municipal
advisors and their associated persons, including conflicts of interest
and disciplinary history. Although much of the information required by
Form MA is already publicly available with respect to municipal
advisors that are already registered with the Commission as investment
advisers or broker-dealers, many municipal advisors that are not
currently registered with the Commission in another capacity will make
this information available for the first time. Consequently, the rules
and forms allow municipal entities and obligated persons, as well as
others, to become more fully informed about municipal advisors in a
more efficient manner.
In addition, the requirement that each municipal advisory firm
register with the Commission on Form MA and complete Form MA-I with
respect to
[[Page 66759]]
each natural person who is a person associated with the municipal
advisor and engages in municipal advisory activities on its behalf will
help ensure that the Commission has information to oversee respondents
and their activities in the municipal securities market effectively. In
particular, the information provided in Form MA will be used to
determine whether to grant a municipal advisor's application for
registration or to institute proceedings to determine whether
registration should be denied. The information will also be used to
focus examinations and aid in risk-based examinations. Moreover, Forms
MA and MA-I will enable the Commission to obtain an accurate estimate
of the number of municipal advisors, by size and by municipal advisory
activity; analyze data regarding the various types of municipal
advisory activities; and evaluate the disciplinary history of all
municipal advisors and associated persons, including regulatory, civil,
and criminal proceedings.
The requirement that a municipal advisor file amendments to Forms
MA and MA-I will help ensure the availability of up-to-date information
about municipal advisors and their associated persons.
No assurances of confidentiality are provided with respect to Forms
MA and MA-I, except with respect to certain private residential
addresses reported therein. Forms MA and MA-I require applicants and
registered municipal advisors to report various addresses, which may
include private residential addresses. However, where the forms request
an address, the applicant or registrant is asked to indicate whether
the address provided is a private residence and is advised that, if so,
the private residential address will not be included in publicly
available versions of the form.
Form MA
The initial application for municipal advisor registration under
Form MA is a one-time reporting burden. The Commission estimates that
this collection of information would apply to approximately 15 new
municipal advisory firms that will submit new Form MA applications in
each of the next three years.\12\ This estimate is based on existing
Form MA submission data. Over the three years of the information
collection, the total estimated number of Form MA applicants would be
45, or 15 per year.\13\ The Commission further estimates that the
average amount of time for a municipal advisory firm to complete Form
MA would be approximately 3.5 hours. This figure is based on the
estimated average amount of time for a municipal advisory firm to
complete Form MA and the estimated average amount of time for an
investment adviser to complete Part 1A of Form ADV. Thus, the
Commission estimates that the aggregate annual reporting burden placed
on Form MA applicants will be approximately 53 hours.\14\
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\12\ The estimate is derived by averaging the number of Form MA
filings over the last three calendar years. There were 11 Form MA
submissions in 2023, 20 Form MA submissions in 2024, and 13 Form MA
submissions in 2025.
\13\ 15 (estimated number of Form MA applicants, year one) + 15
(estimated number of Form MA applicants, year two) + 15 (estimated
number of Form MA applicants, year three) = 45.
\14\ 15 (estimated number of Form MA applicants per year) x 3.5
hours (average time required to submit a completed Form MA) = 52.5
hours.
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In addition to filing initial Form MA applications, the rules
require municipal advisory firms to amend Form MA once annually (Form
MA-A) and after the occurrence of any enumerated material event (Form
MA/A). The requirement to amend Form MA is an ongoing annual reporting
burden that applies to all registered municipal advisory firms. As of
December 31, 2025, there were approximately 419 municipal advisors
registered with the Commission and, as noted above, the Commission
anticipates receiving 15 new Form MA submissions annually in each of
the next three years; however, the Commission also estimates that it
will receive an average of 21 withdrawals on Form MA-W annually in each
of the next three years,\15\ and the Commission further estimates that
it will enter orders cancelling or revoking the registration of 4
municipal advisors on average in each of the next three years,\16\ for
a net decrease of 10 municipal advisors annually in each of the next
three years.\17\ Therefore, the Commission expects that the rules'
requirement to amend Form MA will apply to approximately 409 municipal
advisors in year one, approximately 399 municipal advisors in year two,
and approximately 389 municipal advisors in year three, or 399
respondents on average.\18\ The Commission estimates that the average
amount of time for a municipal advisor to prepare an annual amendment
to Form MA would be approximately 1.5 hours. The Commission further
estimates that the average amount of time necessary to prepare any
interim updating amendment to Form MA other than the required annual
amendment would be approximately 0.5 hours. This figure is based on the
burden estimates for an interim updating amendment for Form ADV. The
Commission estimates that each municipal advisor would likely submit
two Form MA amendments annually in each of the next three years--one
annual amendment and one interim updating amendment. Thus, the
Commission estimates that the total annual reporting burden to amend
Form MA would be approximately 818 hours in year one,\19\ 798 hours in
year two,\20\ and 778 hours in year three,\21\ or approximately 2,394
hours over a three-year period. The annual reporting burden per
respondent to amend Form MA per year is 2.0 hours.
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\15\ See infra, Section II.
\16\ The estimate is derived by averaging the number of
CANCELLATION-MA and REVOCATION-MA filings over the last three
calendar years. There were 8 CANCELLATION-MA filings in 2023, 1
CANCELLATION-MA filing in 2024, and 1 CANCELLATION-MA filing in
2025. There were 0 REVOCATION-MA filings in 2023, 0 REVOCATION-MA
filings in 2024, and 0 REVOCATION-MA filings in 2025. ((8 + 0) + (1
+ 0) + (1 + 0)) / 3 = 3.33, rounded up to 4.
\17\ 15-(21 + 4) = -10.
\18\ (409 (year one) + 399 (year two) + 389 (year three)) / 3 =
399.
\19\ ((409 (number of municipal advisors required to submit an
annual amendment to Form MA in year one) x 1.5 hours (average
estimated time to prepare an annual amendment to Form MA)) x 1.0
(number of annual amendments per year)) + ((409 (number of municipal
advisors required to submit an interim updating amendment to Form MA
in year one) x 0.5 hours (average estimated time to prepare an
interim updating amendment to Form MA)) x 1.0 (number of interim
updating amendments per year)) = 818 hours.
\20\ ((399 (number of municipal advisors required to submit an
annual amendment to Form MA in year two) x 1.5 hours (average
estimated time to prepare an annual amendment to Form MA)) x 1.0
(number of annual amendments per year)) + ((399 (number of municipal
advisors required to submit an interim updating amendment to Form MA
in year two) x 0.5 hours (average estimated time to prepare an
interim updating amendment to Form MA)) x 1.0 (number of interim
updating amendments per year)) = 798 hours.
\21\ ((389 (number of municipal advisors required to submit an
annual amendment to Form MA in year three) x 1.5 hours (average
estimated time to prepare an annual amendment to Form MA)) x 1.0
(number of annual amendments per year)) + ((389 (number of municipal
advisors required to submit an interim updating amendment to Form MA
in year three) x 0.5 hours (average estimated time to prepare an
interim updating amendment to Form MA)) x 1.0 (number of interim
updating amendments per year)) = 778 hours.
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[[Page 66760]]
The Commission estimates that the average internal cost of
compliance per hour (occupational hourly rate) \22\ associated with the
completion, amendment, and submission of Form MA is approximately
$271.\23\
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\22\ To calculate the occupational hourly rates used in this 30-
Day Notice, the Commission uses occupational mean hourly wage data
from the Occupational Employment and Wage Statistics (``OEWS'')
program of the Bureau of Labor Statistics (``BLS'') for
``Securities, Commodity Contracts, and Other Financial Investments
and Related Activities'' (NAICS 523). See ``Occupational Employment
and Wage Statistics,'' BLS, <a href="https://www.bls.gov/oes">https://www.bls.gov/oes</a>; see also
``Standard Occupational Classification,'' BLS, <a href="https://www.bls.gov/soc">https://www.bls.gov/soc</a> (describing occupational classification system used by BLS);
Exec. Off. of the President, Off. of Mgmt. & Budget, North American
Industry Classification System (2022), available at <a href="https://www.census.gov/naics/reference_files_tools/2022_NAICS_Manual.pdf">https://www.census.gov/naics/reference_files_tools/2022_NAICS_Manual.pdf</a>
(describing the industry classification system used by BLS and other
agencies). The mean hourly wage for each occupation is adjusted for
changes in the seasonally adjusted employment cost index for private
wages and salaries between the data reference period and when the
data are released by BLS. See ``Employment Cost Index,'' BLS,
<a href="https://www.bls.gov/eci">https://www.bls.gov/eci</a>. The adjusted mean hourly wage is then
multiplied by a factor that accounts for nonwage costs borne by
employers, such as bonuses, benefits, and overhead. This factor is
calculated as an average over the 10 most recently available years
of data of the ratio of the Bureau of Economic Analysis's annual
gross output data for NAICS 523 to total annual wages across all
occupations for NAICS 523 in the OEWS data. See ``Gross Output by
Industry,'' U.S. Bureau of Economic Analysis, <a href="https://www.bea.gov/data/industries/gross-output-by-industry">https://www.bea.gov/data/industries/gross-output-by-industry</a>; ``Occupational Employment
and Wage Statistics,'' BLS, <a href="https://www.bls.gov/oes">https://www.bls.gov/oes</a>. The final
product is the occupational hourly rate. See generally ``Updated
Methodology for Calculating Occupational Hourly Rates'' (Dec. 19,
2025), available at <a href="https://www.sec.gov/files/method-occupational-hourly-rates.pdf">https://www.sec.gov/files/method-occupational-hourly-rates.pdf</a>.
\23\ This estimate uses a blended rate for Financial Examiners
(SOC Code 13-2061) ($375/hour), and Bookkeeping, Accounting, and
Auditing Clerks (SOC Code 43-3031) ($167/hour). ($375/hour + $167/
hour) / 2 = $271/hour. See generally BLS, OEWS, ``13-2061 Financial
Examiners,'' <a href="https://www.bls.gov/oes/2023/may/oes132061.htm">https://www.bls.gov/oes/2023/may/oes132061.htm</a>
(``Enforce or ensure compliance with laws and regulations governing
financial and securities institutions and financial and real estate
transactions. May examine, verify, or authenticate records.''); BLS,
OEWS, ``43-3031 Bookkeeping, Accounting, and Auditing Clerks,''
<a href="https://www.bls.gov/oes/2019/may/oes433031.htm">https://www.bls.gov/oes/2019/may/oes433031.htm</a> (``Compute, classify,
and record numerical data to keep financial records complete.
Perform any combination of routine calculating, posting, and
verifying duties to obtain primary financial data for use in
maintaining accounting records. May also check the accuracy of
figures, calculations, and postings pertaining to business
transactions recorded by other workers. Excludes `Payroll and
Timekeeping Clerks' (43-3051).'').
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In summary, the Commission estimates that, over a three-year
period, the total reporting burden for the completion, amendment, and
submission of Form MA would be 2,552 hours ($691,592 cost
equivalent),\24\ or 851 hours ($230,621) per year when annualized over
three years. The average reporting burden per respondent would be
approximately 6.40 hours ($1,734 cost equivalent),\25\ or approximately
2.13 hours ($577) per year when annualized over three years.
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\24\ (45 (municipal advisory firms required to file Form MA,
over three years) x 3.5 hours (average estimated time to complete
Form MA)) + 2,394 (total reporting burden to amend Form MA, over
three years) = 2,551.5 hours.
\25\ 2,552 (estimated average total burden to complete and amend
Form MA, annually) / 399 (estimated average number of respondents
annually) = 6.40 hours.
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The Commission further believes that some municipal advisory firms
would seek outside counsel or outside compliance consultants to help
them comply with the requirements of the final rules and to complete
Form MA. For PRA purposes, the Commission assumes that all 45 municipal
advisory firms registering on Form MA during the three-year period
would, on average, consult with outside counsel or outside compliance
consultants for one hour, and would cost $25,875 for all municipal
advisory firms.\26\ Thus, the Commission estimates that, over a three-
year period, the total additional cost burden for all municipal
advisory firms to hire outside counsel and outside compliance
consultants to complete Form MA would be approximately $25,875,\27\ or
$8,625 per year when annualized over three years.
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\26\ 45 (estimated number of municipal advisory firms that would
hire outside counsel or outside compliance consultants, over three
years) x 1 hour (average estimated time spent by outside counsel to
help a municipal advisory firm comply with the rule) x $575
(estimated blended average hourly rate for an outside attorney and
outside compliance consultant) = $25,875. The hourly cost estimate
of $575 uses a blended rate for Lawyers (SOC Code 23-1011) ($774/
hour), and Financial Examiners (SOC Code 13-2061) ($375/hour).
($774/hour + $375/hour) / 2 = $574.5/hour, rounded up. See generally
supra note 22.
\27\ See supra note 26.
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Form MA-I
The initial completion of Form MA-I for each natural person who is
a person associated with a municipal advisor is a one-time reporting
burden. The Commission estimates that municipal advisors would need to
submit a new Form MA-I for approximately 370 individuals annually in
each of the next three years.\28\ This estimate is based on existing
Form MA-I submission data. Over the three years of the information
collection, the total estimated number of Form MA-I submissions would
be approximately 1,110.\29\ The Commission further estimates that the
average amount of time for a municipal advisory firm to complete each
Form MA-I would be approximately three hours. Accordingly, the
Commission estimates that respondents will spend approximately 3,330
hours completing Form MA-I over the three-year period. The estimated
average annual reporting burden per respondent to submit new Form MA-Is
is approximately 2.89 hours.\30\
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\28\ The estimate is derived by averaging the number of Form MA-
I submissions over the last three calendar years and rounding up.
There were 344 Form MA-I submissions in 2023, 385 Form MA-I
submissions in 2024, and 379 Form MA-I submissions in 2025. (344
(2023) + 385 (2024) + 379 (2025)) / 3 = 369.33.
\29\ 370 (estimated number of Form MA-I submissions, year one) +
370 (estimated number of Form MA-I submissions, year two) + 370
(estimated number of Form MA-I submissions, year three) = 1,110.
\30\ ((1,110 (estimated total burden to complete Form MA-I, year
one) / 370 (estimated number of respondents, year one)) + (1,110
(estimated total burden to complete Form MA-I, year two) / 385
(estimated number of respondents, year two)) + (1,110 (estimated
total burden to complete Form MA-I, year three) / 400 (estimated
number of respondents, year three))) / 3 = 2.89 hours.
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In addition, municipal advisory firms will need to complete
amendments to Form MA-I (Form MA-I/A) whenever the information
previously provided therein becomes inaccurate, or to indicate that the
individual is no longer an associated person of the municipal advisor
or no longer engages in municipal advisory activities on its behalf. As
discussed above, as of December 31, 2025, there were approximately 419
municipal advisors registered with the Commission, and the Commission
estimates that approximately 45 firms will submit Form MA applications
over the next three years.\31\ These firms would need to prepare
amendments to Form MA-I for approximately 3,573 associated persons in
year one,\32\ 3,943 associated persons in year two,\33\ and 4,313
associated persons in year three.\34\ During calendar years 2023, 2024,
and 2025, municipal advisors submitted approximately 0.39 Form MA-I
amendments for each Form MA-I on file or, approximately, 1,232 Form MA-
I amendments per year.\35\
[[Page 66761]]
The Commission, however, expects that firms will file an increasing
number of Form MA-I amendments as the municipal advisor registration
regime continues to mature. As a result, the Commission estimates that
a Form MA-I respondent would submit an average of 2.91 amendments
annually in each of the next three years,\36\ and that each such
amendment would take approximately 0.5 hours to complete. Thus, the
Commission estimates that the total annual burden municipal advisors
will incur to prepare amendments to Form MA-I would be approximately
5,199 hours in year one,\37\ 5,737 hours in year two,\38\ and 6,275
hours in year three,\39\ or approximately 17,211 hours over a three-
year period. This results in an estimated average annual reporting
burden of 14.41 hours per respondent.\40\
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\31\ See supra Section I, Form MA.
\32\ 3,203 (estimated number of active Form MA-I submissions on
file with the Commission as of December 31, 2025) + 370 (estimated
number of Form MA-I submissions, year one) = 3,573. The estimated
number of active Form MA-I filings is derived by taking the total
number of Form MA-I submissions filed with the Commission from the
inception of the rules to December 31, 2025, and subtracting the
total number of Form MA-I/A withdrawals filed with the Commission
from the inception of the rules to December 31, 2025. 9,596 (Form
MA-I submissions)--6,393 (Form MA-I/A withdrawals) = 3,203 active
Form MA-Is on file.
\33\ 3,573 (estimated number of active MA-I submissions on file
with the Commission after year one) + 370 (estimated number of MA-I
submissions, year two) = 3,943.
\34\ 3,943 (estimated number of active Form MA-I submissions on
file with the Commission after year two) + 370 (estimated number of
MA-I submissions, year three) = 4,313.
\35\ (1,234 (number of MA-I/As filed in 2023) + 1,043 (number of
MA-I/As filed in 2024) + 1,419 (number of MA-I/As filed in 2025)) /
9,596 (estimated total number of MA-Is on file with the Commission
as of December 31, 2025) = 0.39. (1,234 (number of MA-I/As filed in
2023) + 1,043 (number of MA-I/As filed in 2024) + 1,419 (number of
MA-I/As filed in 2025)) / 3 = 1,232.
\36\ The estimate is derived by averaging the number of
amendments submitted by respondents over the last three calendar
years. In 2023, the average number was 1,234 Form MA-I/As / 428
municipal advisors = 2.88. In 2024, the average number was 1,043
Form MA-I/As / 425 municipal advisors = 2.45. In 2025, the average
number was 1,419 Form MA-I/As / 419 municipal advisors = 3.39.
Averaging the average number of amendments for the last calendar
three years: (2.88 (2023) + 2.45 (2024) + 3.39 (2025)) / 3 = 2.91
amendments per year.
\37\ (3,573 (estimated number of associated persons for whom
amendments to Form MA-I would need to be filed, year one) x 2.91
(average number of amendments per year)) x (0.50 hours (average
estimated time to prepare an amendment to Form MA-I)) = 5,198.72
hours per year.
\38\ (3,943 (estimated number of associated persons for whom
amendments to Form MA-I would need to be filed, year two) x 2.91
(average number of amendments per year)) x (0.50 hours (average
estimated time to prepare an amendment to Form MA-I)) = 5,737.07
hours per year.
\39\ (4,313 (estimated number of associated persons for whom
amendments to Form MA-I would need to be filed, year three) x 2.91
(average number of amendments per year)) x (0.50 hours (average
estimated time to prepare an amendment to Form MA-I)) = 6,275.42
hours per year.
\40\ ((5,199 hours (estimated total annual reporting burden for
Form MA-I amendments, year one) / 409 (estimated number of
respondents required to amend Form MA-I, year one)) + (5,737
(estimated total annual reporting burden for Form MA-I amendments,
year two) / 399 (estimated number of respondents required to amend
Form MA-I, year two)) + (6,275 (estimated total annual reporting
burden for Form MA-I amendments, year three) / 389 (estimated number
of respondents required to amend Form MA-I, year three))) / 3 =
14.41 hours.
---------------------------------------------------------------------------
The Commission estimates that the average internal cost of
compliance per hour (occupational hourly rate) associated with the
completion, amendment, and submission of Form MA-I is approximately
$271.\41\
---------------------------------------------------------------------------
\41\ See supra notes 22-23.
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In summary, the Commission estimates that, over a three-year
period, the total reporting burden for the completion, amendment, and
submission of Form MA-I would be 20,541 hours ($5.6 million cost
equivalent),\42\ or 6,847 hours ($1.9 million) per year when annualized
over three years. The average reporting burden per respondent would be
approximately 51.48 hours ($13,951 cost equivalent), or approximately
17.16 hours ($4,650) per year when annualized over three years.
---------------------------------------------------------------------------
\42\ 3,330 (estimated total burden to complete and file Form MA-
Is during three-year period) + 17,211 (estimated total burden to
complete and file Form MA-I amendments during three-year period) =
20,541 hours.
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II. Form MA-W
Rule 15Ba1-4 requires that notice of withdrawal from registration
as a municipal advisor be filed electronically with the Commission on
Form MA-W.\43\
---------------------------------------------------------------------------
\43\ See 17 CFR 240.15Ba1-4.
---------------------------------------------------------------------------
The requirement that a municipal advisor file Form MA-W to withdraw
from registration will inform the Commission that a municipal advisor
is no longer engaging in municipal advisory activities.
No assurances of confidentiality are provided with respect to Form
MA-W.
Withdrawal from municipal advisor registration is a one-time
reporting burden. The Commission estimates that there would be
approximately 21 withdrawals from Form MA registration annually in each
of the next three years.\44\ Over the three years of the information
collection, the total estimated number of Form MA-W submissions would
be 63.\45\
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\44\ The estimate of 21 Form MA-W submissions is derived by
averaging the number of Form MA-W submissions over the last three
calendar years and rounding up. There were 21 Form MA-W submissions
in 2023, 22 Form MA-W submissions in 2024, and 18 Form MA-W
submissions in 2025.
\45\ 21 (estimated number of Form MA-W submissions, year one) +
21 (estimated number of Form MA-W submissions, year two) + 21
(estimated number of Form MA-W submissions, year three) = 63.
---------------------------------------------------------------------------
The Commission further estimates that the average amount of time
for a municipal advisor to complete each Form MA-W submission would be
approximately 0.5 hours.
The Commission estimates that the average internal cost of
compliance per hour (occupational hourly rate) associated with the
completion of Form MA-W is approximately $271.\46\
---------------------------------------------------------------------------
\46\ See supra notes 22-23.
---------------------------------------------------------------------------
In summary, the Commission estimates that, over a three-year
period, the total one-time reporting burden for the completion of Form
MA-W would be 31.5 hours ($8,537 cost equivalent),\47\ or approximately
10.5 hours ($2,846) per year when annualized over three years. The one-
time reporting burden would be 0.5 hours ($136) per respondent.\48\
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\47\ 63 (estimated number of Form MA-W submissions, over three
years) x 0.5 hours (average estimated time to complete Form MA-W) =
31.5 hours.
\48\ 31.5 hours (total burden to complete Form MA-W, over three
years) / 63 (total number of MA-W submissions, over three years) =
0.5 hours.
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III. Form MA-NR
Rule 15Ba1-6 provides that each non-resident municipal advisor
shall, at the time of its application, furnish to the Commission for
itself and for each non-resident general partner, non-resident managing
agent, and non-resident natural person associated with the municipal
advisor who engages in municipal advisory activities on behalf of the
municipal advisor Form MA-NR, which appoints an agent in the United
States for the service of process, as well as an opinion of counsel on
Form MA stating that the municipal advisor can, as a matter of law,
provide the Commission with access to its books and records as required
by law and submit to inspection and examination by the Commission.\49\
---------------------------------------------------------------------------
\49\ See 17 CFR 240.15Ba1-6.
---------------------------------------------------------------------------
The requirement that a non-resident municipal advisor complete Form
MA-NR, and furnish Form MA-NR for its non-resident general partners,
non-resident managing agents, and associated persons engaged in
municipal advisory activities, will help minimize legal or logistical
obstacles that the Commission may encounter when attempting to effect
service, conserve Commission resources, and avoid potential conflicts
of law. The requirement that a non-resident municipal advisor provide
an opinion of counsel on Form MA will help ensure that such non-
resident municipal advisor can provide access to its books and records
and submit to inspection and examination by the Commission.
No assurances of confidentiality are provided with respect to Form
MA-NR.
The Commission estimates that approximately four municipal advisors
will have a non-resident general partner, non-resident managing agent,
or non-resident associated person \50\ and such advisors will submit a
total of approximately seven Form MA-NRs annually in each of the next
three
[[Page 66762]]
years.\51\ These estimates are based on existing Form MA-NR submission
data. Over three years, the four non-resident municipal advisor
respondents would file approximately 21 Form MA-NRs.\52\
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\50\ The estimate is derived by averaging the number of Form MA-
NR respondents over the last three calendar years and rounding up.
There were three Form MA-NR respondents in 2023, two Form MA-NR
respondent in 2024, and six Form MA-NR respondents in 2025.
\51\ The estimate is derived by averaging the number of Form MA-
NR submissions over the last three calendar years and rounding up.
There were six Form MA-NR submissions in 2023, six Form MA-NR
submissions in 2024, and eight Form MA-NR submissions in 2025.
\52\ 7 (estimated number of Form MA-NR submissions, year one) +
7 (estimated number of Form MA-NR submissions, year two) + 7
(estimated number of Form MA-NR submissions, year three) = 21.
---------------------------------------------------------------------------
The Commission further estimates that the average amount of time to
complete each Form MA-NR would be approximately one hour. This figure
is based on the burden estimates for completing Form ADV-NR. Thus, the
Commission estimates that the total annual burden to complete Form MA-
NR would be approximately 28 hours,\53\ or approximately 7 hours per
respondent annually.\54\
---------------------------------------------------------------------------
\53\ (7 (estimated Form MA-NR submissions each year) x 4
(estimated number of respondents each year)) x 1 hour (average
estimated time to complete Form MA-NR) = 28 hours.
\54\ 28 hours (estimated total annual burden to complete and
file Form MA-NRs) / 4 (estimated number of respondents, annually) =
7 hours.
---------------------------------------------------------------------------
In addition, each respondent that submits a Form MA-NR must also
provide an opinion of counsel on Form MA stating that the municipal
advisor can, as a matter of law, provide the Commission with access to
its books and records as required by law and submit to inspection and
examination by the Commission. The Commission estimates that such an
opinion of counsel would take three hours to complete. Thus, the
Commission estimates that the total annual burden to provide the
opinions of counsel would be approximately 12 hours, or 36 hours over
the three-year period.\55\
---------------------------------------------------------------------------
\55\ 4 (non-resident municipal advisory firms expected to
provide opinion of counsel, annually) x 3.0 hours (average estimated
time to provide an opinion of counsel) = 12 hours.
---------------------------------------------------------------------------
The Commission estimates that the average internal cost of
compliance per hour (occupational hourly rate) associated with the
completion of Form MA-NR is approximately $271.\56\
---------------------------------------------------------------------------
\56\ See supra notes 22-23.
---------------------------------------------------------------------------
In summary, the Commission estimates that, over a three-year
period, the total reporting burden for the completion of Form MA-NR
would be approximately 64 hours ($17,344 cost equivalent),\57\ or
approximately 21.3 hours ($5,772) per year when annualized over three
years. The reporting burden per respondent would be approximately 16
hours ($4,336 cost equivalent),\58\ or approximately 5.3 hours ($1,436)
per year when annualized over three years.
---------------------------------------------------------------------------
\57\ 28 hours (total burden to complete Form MA-NR) + 36 hours
(total burden to provide opinions of counsel) = 64 hours.
\58\ 64 hours (estimated total burden to complete Form MA-NR and
opinion of counsel, over three years) / 4 (estimated number of non-
resident municipal advisory firms) = 16 hours.
---------------------------------------------------------------------------
The Commission further believes that non-resident municipal
advisors would seek outside counsel to comply with the opinion of
counsel requirements of Form MA-NR. The Commission estimates that this
would add $1,584 in outside legal costs per respondent.\59\ Thus, the
Commission estimates that the total annual cost for all non-resident
municipal advisory firms to hire outside counsel as part of providing
an opinion of counsel would be $6,336,\60\ or $19,008 over the three-
year period.
---------------------------------------------------------------------------
\59\ The $1,584 figure is based on an hourly cost estimate of
$528 on average for outside counsel and three hours of work. Based
on previous burden estimates, the Commission estimated that outside
counsel will take, on average, three hours to assist in the
preparation of the opinion of counsel, for an average cost of $1,584
per respondent. The hourly cost estimate of $528 uses a blended rate
for Lawyers (SOC Code 23-1011) ($774/hour), and Paralegals and Legal
Assistants (SOC Code 23-2011) ($281/hour). ($774/hour + $281/hour) /
2 = $527.5/hour, rounded up. See generally supra note 22.
\60\ 4 (non-resident municipal advisory firms expected to
provide opinion of counsel, annually) x $1,584 (average estimated
cost to hire outside counsel to provide an opinion of counsel) =
$6,336.
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IV. Consent to Service of Process From Certain Associated Persons
Rule 15Ba1-8 and Form MA-I require each municipal advisory firm to
obtain and retain, for not less than five years, a written consent from
each natural person associated with the municipal advisor who engages
in municipal advisory activities on its behalf that service of any
civil action brought by, or notice of any proceeding before, the SEC or
any self-regulatory organization (``SRO'') in connection with the
individual's municipal advisory activities may be given by registered
or certified mail to the individual's address given in Item 1 of Form
MA-I.\61\
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\61\ See 17 CFR 240.15Ba1-8(a)(8); Form MA-I, Item 7, available
at <a href="https://www.sec.gov/files/formma-i.pdf">https://www.sec.gov/files/formma-i.pdf</a>.
---------------------------------------------------------------------------
The requirement that a municipal advisor obtain and retain a
consent to service of process from certain associated persons will help
minimize legal or logistical obstacles that the Commission and SROs may
encounter when attempting to effect service, conserve Commission and
SRO resources, and avoid potential conflicts of law. The associated
recordkeeping requirement will help ensure that such natural persons
have indeed executed consents to service of process and will allow
Commission staff to examine such consents to service of process.
The consent to service of process from certain associated persons
is a one-time recordkeeping burden. Over three years, the Commission
estimates that all 45 new municipal advisory firms expected to register
with the Commission will need to complete a written consent to service
of process from each natural person engaged in municipal advisory
activities on their behalf.\62\ The Commission further estimates that
each municipal advisory firm would spend approximately one hour to
draft a template document to use in obtaining the written consents to
service of process, amounting to an initial, one-time burden of
approximately 45 hours over three years,\63\ or 15 hours per year.
---------------------------------------------------------------------------
\62\ Rule 15Ba1-8(a)(8) requires each municipal advisory firm to
retain written consents to service of process from each natural
person who is a person associated with the municipal advisor and
engages in municipal advisory activities solely on behalf of such
registered municipal advisor.
\63\ 45 (estimated number of applicants for municipal advisor
registration over the three-year period) x 1.0 hour (estimated time
required to draft a template to use in obtaining the written
consents to service of process) = 45 hours.
---------------------------------------------------------------------------
In addition to the one-time burden borne by new municipal advisory
firms that register with the Commission during the three-year period,
the Commission estimates that existing municipal advisory firms would
need to obtain 370 consents to service of process from natural persons
that begin engaging in municipal advisory activities on their behalf in
each of the next three years. The Commission further estimates that,
after the written consents are drafted, it will take municipal advisory
firms approximately 0.10 hours to obtain each consent. Thus, the
Commission estimates that municipal advisory firms would spend
approximately 111 hours over the three-year period obtaining written
consents from their associated persons,\64\ or 37 hours per year. Based
on existing registration data, the Commission estimates that
approximately 35 of the 111 hours municipal advisory firms will spend
obtaining written consents will be borne by newly registered firms,
while approximately 76 of such hours will be borne by municipal
advisory firms currently registered with the Commission.\65\
---------------------------------------------------------------------------
\64\ (370 (estimated number of Form MA-I submissions, year one)
+ 370 (estimated number of Form MA-I submissions, year two) + 370
(estimated number of Form MA-I submissions, year three)) x 0.10
hours (estimated time required to obtain the written consents to
service of process) = 111 hours.
\65\ Current registration data indicate that the average number
of associated persons per municipal advisory firm is approximately
7.64 (3,203 (estimated number of active Form MA-I submissions on
file with the Commission as of December 31, 2025) / 419 (estimated
number of municipal advisors registered with the Commission as of
December 31, 2025) = 7.64). Accordingly, based on the Commission's
assumption that it will receive 15 new Form MA applications per year
over the three-year period, those new applicants will also submit
approximately 115 new Form MA-Is per year over the three-year period
(15 new Form MA applications, annually) x 7.64 (average number of
associated persons per municipal advisory firm) = 114.6. (115
(estimated number of Form MA-I submissions by new registrants, year
1) + 115 (estimated number of Form MA-I submission by new
registrants, year 2) + 115 (estimated number of Form MA-I
submissions by new registrants, year 3)) x 0.10 hours (estimated
time required to obtain the written consents to service of process)
= 34.5 hours.
---------------------------------------------------------------------------
[[Page 66763]]
The Commission estimates that the average internal cost of
compliance per hour (occupational hourly rate) associated with
obtaining written consents to service of process is approximately
$271.\66\
---------------------------------------------------------------------------
\66\ See supra notes 22-23.
---------------------------------------------------------------------------
In summary, the Commission estimates that, over a three-year
period, the total recordkeeping burden for all municipal advisory firms
to obtain written consents to service of process from each natural
person engaged in municipal advisory activities on their behalf would
be 156 hours ($42,276 cost equivalent),\67\ or 52 hours ($14,092) per
year when annualized over three years. The recordkeeping burden per
respondent would be approximately 0.39 hours ($106 cost
equivalent),\68\ or approximately 0.13 hours ($35) per year when
annualized over three years.
---------------------------------------------------------------------------
\67\ Total estimated annual burden: 15 hours (one-time burden to
draft template document) + 37 hours (ongoing burden to obtain
consent) = 52 hours. 52 hours (estimated burden for all municipal
advisory firms to obtain written consents to service of process from
each natural person engaged in municipal advisory activities on
their behalf, year one) + 52 hours (estimated burden to obtain
written consents to service of process from each natural person
engaged in municipal advisory activities on their behalf, year two)
+ 52 hours (estimated burden to obtain written consents to service
of process from each natural person engaged in municipal advisory
activities on their behalf, year three) = 156 hours.
\68\ 156 hours (total estimated annual burden for all municipal
advisory firms to obtain written consents to service of process from
each natural person engaged in municipal advisory activities on
their behalf, during the three-year period) / 399 (estimated average
number of registered municipal advisory firms, during the three-year
period) = 0.391 hours.
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V. Books and Records To Be Made and Maintained by Municipal Advisors
Rule 15Ba1-8 requires all registered municipal advisors to
maintain, for not less than five years, true, accurate, and current
books and records relating to their municipal advisory activities.\69\
---------------------------------------------------------------------------
\69\ See 17 CFR 240.15Ba1-8.
---------------------------------------------------------------------------
The requirement that a municipal advisor make and keep books and
records, including written communications and records of associated
persons, will help to ensure that records of the respondent's primary
municipal advisory activities, as well as the activities of its
associated persons, exist. The Commission and other regulators could
potentially request books and records during an examination to evaluate
the municipal advisor's compliance with the Exchange Act, the rules
thereunder, and Municipal Securities Rulemaking Board (``MSRB'') rules,
as well as for other regulatory purposes.
The maintenance of books and records is an ongoing annual
recordkeeping burden. The Commission estimates that this collection of
information currently applies to approximately 419 municipal advisory
firms, and further estimates that it will apply to approximately 409,
399, and 389 municipal advisors annually in each of the next three
years, respectively.\70\
---------------------------------------------------------------------------
\70\ See supra Section I, Form MA.
---------------------------------------------------------------------------
The Commission further estimates that the average annual burden for
a municipal advisory firm to comply with the recordkeeping requirements
would be approximately 182 hours. Thus, the Commission estimates that
the total ongoing recordkeeping burden for the three-year period would
be 217,854 hours.\71\ The estimated annual recordkeeping burden over
the three-year period would be 74,438 hours in year one; \72\ 72,618
hours in year two; \73\ and 70,798 hours in year three.\74\
---------------------------------------------------------------------------
\71\ (409 (estimated number of municipal advisors after year
one) x 182 hours (estimated time spent by municipal advisors to
ensure annual compliance with the books and records requirement)) +
399 (estimated number of municipal advisors after year two) x 182
hours (estimated time spent by municipal advisors to ensure annual
compliance with books and records requirement)) + 389 (estimated
number of municipal advisors after year three) x 182 hours
(estimated time spent by municipal advisors to ensure annual
compliance with books and records requirement)) = 217,854 hours.
\72\ (409 (estimated number of municipal advisors after year
one) x 182 hours (estimated time spent by municipal advisors to
ensure annual compliance with the books and records requirement) =
74,438 hours.
\73\ (399 (estimated number of municipal advisors after year
two) x 182 hours (estimated time spent by municipal advisors to
ensure annual compliance with the books and records requirement) =
72,618 hours.
\74\ (389 (estimated number of municipal advisors after year
three) x 182 hours (estimated time spent by municipal advisors to
ensure annual compliance with the books and records requirement) =
70,798 hours.
---------------------------------------------------------------------------
The Commission estimates that the average internal cost of
compliance per hour (occupational hourly rate) associated with this
recordkeeping burden is approximately $271.\75\
---------------------------------------------------------------------------
\75\ See supra notes 22-23.
---------------------------------------------------------------------------
In summary, the Commission estimates that, over a three-year
period, the total recordkeeping burden would be 217,854 hours ($59
million cost equivalent),\76\ or 72,618 hours ($19.7 million) when
annualized over three years. The estimated annual recordkeeping burden
per respondent would be 182 hours ($49,322).
---------------------------------------------------------------------------
\76\ See supra note 71 and accompanying text.
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VI. Independent Registered Municipal Advisor Exemption
Rule 15Ba1-1(d)(3)(vi) exempts from the definition of ``municipal
advisor'' any person engaging in municipal advisory activities in a
circumstance in which a municipal entity or obligated person is
otherwise represented by an independent registered municipal advisor
with respect to the same aspects of a municipal financial product or an
issuance of municipal securities, provided that certain written
requirements are satisfied.\77\
---------------------------------------------------------------------------
\77\ See 17 CFR 240.15Ba1-1(d)(3)(vi).
---------------------------------------------------------------------------
The requirement that certain written representations and
disclosures be made in order for a person to be exempt from the
definition of municipal advisor (where a municipal entity or obligated
person is represented by an independent registered municipal advisor
with respect to the same aspects of a municipal financial product or an
issuance of municipal securities) will allow the Commission staff to
determine whether a person engaging in municipal advisory activities
has failed to register with the Commission. Further, the information
will allow municipal entities and obligated persons to understand
whether a person is acting as a municipal advisor.
The written representations required pursuant to the exemption when
a municipal entity or obligated person is represented by an independent
registered municipal advisor is a one-time third-party disclosure
burden. The Commission estimates that this collection of information
would apply to approximately 157 respondents annually in each of the
next three years.\78\ The Commission further estimates that each
respondent seeking to rely on this exemption would need approximately
one hour to draft a template document to use in obtaining the written
representation, amounting to
[[Page 66764]]
an initial, one-time burden of approximately 157 hours.\79\
---------------------------------------------------------------------------
\78\ Estimate based on information obtained from Mergent
Municipal Bond Securities Database. The estimate is derived by
averaging the number of underwriters that participated in negotiated
transactions from 2023 to 2025. There were 158 underwriters that
participated in negotiated transactions in 2023, 160 underwriters
that participated in negotiated transactions in 2024, and 153
underwriters that participated in negotiated transactions in 2025.
\79\ 157 (estimated number of respondents that will seek to rely
on the exemption) x 1.0 hours (estimated time required to draft the
written representation) = 157 hours. The Commission believes that
once these disclosures have been drafted, such language would become
part of the standard municipal advice documentation and,
accordingly, there would be no further ongoing associated burden.
---------------------------------------------------------------------------
The Commission also recognizes that respondents will be subject to
a recurring burden each time they seek to rely on this exemption. The
Commission estimates that respondents may seek the exemption on
approximately 12,381 transactions annually in each of the next three
years.\80\ The Commission further estimates that a person seeking to
rely on this exemption would need approximately 0.25 hours to obtain a
written representation from a municipal entity or obligated person,
amounting to an annual ongoing burden of approximately 3,095.25
hours,\81\ or 9,286 hours over the three-year period.
---------------------------------------------------------------------------
\80\ Estimate based on information obtained from Mergent
Municipal Bond Securities Database. The estimate is derived by
averaging the number of negotiated deals using an underwriter each
year from 2023 to 2025 and rounding up. There were 11,825 negotiated
deals using an underwriter in 2023, 12,545 negotiated deals using an
underwriter in 2024, and 12,771 negotiated deals using an
underwriter in 2025.
\81\ 12,381 (estimated average number of negotiated deals per
year) x 0.25 hours (estimated time required to obtain the written
representation) = 3,095.25 hours.
---------------------------------------------------------------------------
The Commission estimates that the average internal cost of
compliance per hour (occupational hourly rate) related to the exemption
when a municipal entity or obligated person is represented by an
independent registered municipal advisor is approximately $271.\82\
---------------------------------------------------------------------------
\82\ See supra notes 22-23.
---------------------------------------------------------------------------
In summary, the Commission estimates that, over a three-year
period, the total one-time third-party disclosure burden related to the
exemption when a municipal entity or obligated person is represented by
an independent registered municipal advisor would be 9,443 hours ($2.6
million cost equivalent),\83\ or 3,148 hours ($853,108) per year when
annualized over three years. The third-party disclosure burden per
respondent would be approximately 60.15 hours ($16,300 cost
equivalent),\84\ or 20.05 hours ($5,434) per year when annualized over
three years.
---------------------------------------------------------------------------
\83\ (157 hours (estimated time to draft a template document to
use in obtaining the written representation, year one) + 9,286 hours
(estimated time to obtain a written representation from a municipal
entity or obligated person, three-year period) = 9,443 hours.
\84\ 9,443 hours (total burden related to the exemption when a
municipal entity or obligated person is represented by an
independent registered municipal advisor, over three years) / 157
(estimated number of persons who will seek to rely on the exemption)
= 60.15 hours.
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VII. Exception to Definition of Municipal Escrow Investments
Section 15B of the Exchange Act provides in pertinent part that,
unless registered with the Commission, a municipal advisor may not
provide advice to or on behalf of a municipal entity or obligated
person with respect to ``municipal financial products,'' a term that is
defined to include ``investment strategies'' such as: (i) the
recommendation of and brokerage of ``municipal escrow investments,''
and (ii) plans or programs for the investment of the ``proceeds of
municipal securities.'' \85\ Rule 15Ba1-1(h)(2) provides that in
determining whether or not funds to be invested or reinvested
constitute ``municipal escrow investments,'' a person may rely on
representations in writing made by a knowledgeable official of the
municipal entity or obligated person whose funds are to be invested or
reinvested regarding the nature of such investments, provided that the
person seeking to rely on such representations has a reasonable basis
for such reliance.\86\
---------------------------------------------------------------------------
\85\ See 15 U.S.C. 78o-4(a)(1)(B), (e)(3), (e)(5).
\86\ See 17 CFR 240.15Ba1-1(h)(2).
---------------------------------------------------------------------------
The exception to the definition of municipal escrow investments for
reasonable reliance will allow the Commission staff to determine
whether a person engaging in municipal advisory activities has failed
to register with the Commission.
The written representations required to qualify for the exception
for reasonable reliance on representations related to municipal escrow
investments is a one-time third-party disclosure burden. The Commission
believes that state-registered investment advisers with municipal
entity clients are the persons most likely to rely on this exception.
The Commission estimates that approximately 611 persons may seek to
rely on this exception.\87\
---------------------------------------------------------------------------
\87\ The Commission estimates in this section are based on
information reported directly by state-registered-only investment
advisers (i.e., not dual registrants) in Item 5.D.(i)(1) within Form
ADV, as of December 31, 2025. The number of state-registered
investment advisers that reported state or municipal government
entity clients in Item 5.D.(i)(1) within Form ADV = 611.
---------------------------------------------------------------------------
The Commission further estimates that each person seeking to rely
on this exception would need approximately one hour to draft a template
document to use in obtaining the written representation, amounting to
an initial, one-time burden of approximately 611 hours.\88\ In
addition, the Commission estimates that, once drafted, a person seeking
to rely on this exception would need approximately 0.25 hours to obtain
a written representation from its client each time they seek to rely on
the exception. Based on responses to Form ADV, the Commission estimates
that persons that would seek to rely on this exception have
approximately 1,855 clients that are municipal entities.\89\ Thus, the
Commission estimates that the burden to obtain the written
representation would be 471 hours.\90\
---------------------------------------------------------------------------
\88\ 611 (estimated number of persons who will seek to rely on
the exception) x 1.0 hours (estimated time required to draft the
written representation) = 611 hours.
\89\ The number of state or municipal government entity clients
reported by state-registered investment advisers in Item 5.D.(i)(1)
within Form ADV = 1,885.
\90\ 1,885 (estimated number of clients from which written
representation will be obtained) x 0.25 hours (estimated time
required to obtain the written representation) = 471.25 hours.
---------------------------------------------------------------------------
The Commission estimates that the average internal cost of
compliance per hour (occupational hourly rate) associated with the
exception for reasonable reliance on representations related to
municipal escrow investments is approximately $271.\91\
---------------------------------------------------------------------------
\91\ See supra notes 22-23.
---------------------------------------------------------------------------
In summary, the Commission estimates that, over a three-year
period, the one-time total third-party disclosure burden for all
persons to rely on the exception for reasonable reliance on
representations related to municipal escrow investments would be 1,082
hours ($293,222 cost equivalent),\92\ or 361 hours ($97,831) per year
when annualized over three years. The one-time third-party disclosure
burden per respondent would be approximately 1.77 hours ($480 cost
equivalent),\93\ or approximately 0.59 hours ($160) per year when
annualized over three years.
---------------------------------------------------------------------------
\92\ 611 hours (estimated time to draft a template document to
use in obtaining the written representation, over three years) + 471
hours (estimated time required to obtain the written representations
from clients, over three years) = 1,082 hours.
\93\ 1,082 hours (total burden related to the exception for
reasonable reliance on representations related to municipal escrow
investments, during the three-year period) / 611 (estimated number
of persons who will seek to rely on the exception, during the three-
year period) = 1.77 hours.
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VIII. Exception to Definition of Proceeds of Municipal Securities
Rule 15Ba1-1(m)(3) provides that in determining whether or not
funds to be invested constitute ``proceeds of municipal securities''
(see Section VII above), a person may rely on representations in
writing made by a knowledgeable official of the municipal entity or
obligated person whose funds
[[Page 66765]]
are to be invested regarding the nature of such funds, provided that
the person seeking to rely on such representations has a reasonable
basis for such reliance.\94\
---------------------------------------------------------------------------
\94\ See 17 CFR 240.15Ba1-1(m)(3).
---------------------------------------------------------------------------
The exception to the definition of proceeds of municipal securities
for reasonable reliance will allow the Commission staff to determine
whether a person engaging in municipal advisory activities has failed
to register with the Commission.
The written representations required to qualify for the exception
for reasonable reliance on representations related to proceeds of
municipal securities is a one-time third-party disclosure burden. The
Commission believes the persons most likely to rely on this exception
are state-registered investment advisers with clients that are: (i)
state or municipal government entities, or (ii) certain pooled
investment vehicles in which municipal entities invest. Based on
responses to Form ADV, the Commission estimates that approximately 669
persons may seek to rely on this exception.\95\
---------------------------------------------------------------------------
\95\ The Commission estimates in this section are based on
information reported directly by state-registered-only investment
advisers (i.e., not dual registrants) in Items 5.D.(i)(1) and
5.D.(f)(1) within Form ADV, as of December 31, 2025. The number of
state-registered investment advisers that reported pooled investment
vehicle clients (other than investment company and business
development company clients) in Item 5.D.(f)(1) within Form ADV =
480. The percentage of state-registered investment advisers that
reported state or municipal government entity clients in Item
5.D.(f)(1) within Form ADV, out of the total number of state-
registered investment advisers = 12%. (480 x .12) = approximately 58
state-registered investment advisers with clients that are pooled
investment vehicles (other than registered investment companies and
business development companies) in which municipal entities invest.
The number of state-registered investment advisers that reported
state or municipal government entity clients in Item 5.D.(i)(1)
within Form ADV = 611. (58 + 611) = 669 respondents.
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The Commission further estimates that each person seeking to rely
on this exception would need approximately one hour to draft a template
document to use in obtaining the written representation, amounting to
an initial, one-time burden of approximately 669 hours.\96\ In
addition, the Commission estimates that, once drafted, a person seeking
to rely on this exception would need approximately 0.25 hours to obtain
a written representation from its client each time they seek to rely on
the exception. Based on responses to Form ADV, the Commission estimates
that persons that would seek to rely on this exception have
approximately 3,326 clients that are state or municipal government
entities or that are pooled investment vehicles (other than registered
investment companies and business development companies) with municipal
entity investors.\97\ Thus, the Commission estimates that the burden to
obtain the written representation would be 832 hours.\98\
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\96\ 669 (estimated number of respondents that will seek to rely
on the exception) x 1.0 hours (estimated time required to draft the
written representation) = 669 hours.
\97\ The number of state or municipal government entity clients
reported by state-registered investment advisers in Item 5.D.(i)(1)
within Form ADV = 1,885 clients. The number of pooled investment
vehicle clients (other than investment company and business
development company clients) reported by state-registered investment
advisers in Item 5.D.(f)(1) within Form ADV = 1,441 clients. (1,885
+ 1,441) = 3,326 clients.
\98\ 3,326 (estimated number of clients from which written
representation will be obtained) x 0.25 hours (estimated time
required to obtain the written representation) = approximately 832
hours.
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The Commission estimates that the average internal cost of
compliance per hour (occupational hourly rate) associated with the
exception for reasonable reliance on representations related to
proceeds of municipal securities is approximately $271.\99\
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\99\ See supra notes 22-23.
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In summary, the Commission estimates that, over a three-year
period, the total one-time third-party disclosure burden for all
persons to rely on the exception for reasonable reliance on
representations related to proceeds of municipal securities would be
1,501 hours ($406,771 cost equivalent),\100\ or 500.33 hours ($135,589)
per year when annualized over three years. The one-time third-party
disclosure burden per respondent would be approximately 2.24 hours
($607),\101\ or approximately 0.75 hours ($203) per year when
annualized over three years.
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\100\ 669 hours (estimated time to draft a template document to
use in obtaining the written representation, during the three-year
period) + 832 hours (estimated time required to obtain the written
representations from clients, during the three-year period) = 1,501
hours.
\101\ 1,501 hours (total burden related to the exception for
reasonable reliance on representations related to proceeds of
municipal securities, over three years) / 669 (estimated number of
persons who will seek to rely on the exception, over three years) =
2.24 hours.
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IX. Consultations Outside the Agency
The required Federal Register notice with a 60-day comment period
soliciting comments on this collection of information was
published.\102\ The Commission received two comment letters in response
to this comment solicitation.\103\ In addition to the standard requests
for comment (``RFCs'') that must appear in PRA extension notices, the
Commission solicited comments on 12 specific topics that were designed
to help the Commission better understand the real-world costs and
burdens of municipal advisor regulation, identify opportunities to
reduce unnecessary regulatory friction, clarify areas of interpretive
uncertainty through updates to the Registration of Municipal Advisors
Frequently Asked Questions (``FAQs'') \104\ or other staff statements,
improve the functionality and user experience of the EDGAR filing
system, improve the public accessibility of filed forms and data, and
determine whether any aspects of the current rules, forms, or
instructions should be amended or eliminated because they impose
requirements without a corresponding regulatory benefit--all with the
broader goal of ensuring that the municipal advisor registration
framework operates as efficiently and transparently as possible for
municipal entities and obligated persons, investors, registrants,
regulators, and other stakeholders.\105\ Both commenters responded to
these RFCs, as discussed more fully in the Supporting Statement.\106\
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\102\ 60-Day Notice, 91 FR at 40622.
\103\ Letter from Susan Gaffney, Executive Director, National
Association of Municipal Advisors (``NAMA Letter''), August 31,
2026; 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 31, 2026. In addition,
Commission staff discussed the 60-Day Notice, among other things,
during three video conferences with a representative of NAMA. See
OMS Memoranda dated July 16, 2026 and August 26, 2026.
\104\ See Registration of Municipal Advisors: Frequently Asked
Questions (Jan. 10, 2014; additional FAQs issued in 2014, 2017,
2023, 2025, and 2026), <a href="https://www.sec.gov/about/divisions-offices/office-municipal-securities/registration-municipal-advisors">https://www.sec.gov/about/divisions-offices/office-municipal-securities/registration-municipal-advisors</a>.
\105\ See 60-Day Notice, 91 FR at 40629.
\106\ See PRA Supporting Statement for the Extension of Rules
15Ba1-1 to 15Ba1-8--Registration of Municipal Advisors and Forms MA,
MA-I, MA-W, and MA-NR, Section 8, available at <a href="https://www.reginfo.gov/public/do/PRAViewICR?ref_nbr=202607-3235-004">https://www.reginfo.gov/public/do/PRAViewICR?ref_nbr=202607-3235-004</a>.
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As discussed more fully in the Supporting Statement,\107\ it is the
view of Commission staff that most of the comments received either: (i)
addressed the information collection burden generally but did not
provide any quantified alternative estimate or specific supporting data
related to the burden that would allow the Commission to determine what
revised burden estimate would be appropriate for each rule, form, and
filing type; or (ii) recommended changes to the rules, forms, and
related processes that would likely need to be effected pursuant to a
Commission rulemaking, or a rulemaking by other entities, and are
[[Page 66766]]
therefore beyond the scope of the PRA analysis.
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\107\ See id.
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Nonetheless, as discussed more fully in the Supporting
Statement,\108\ the Commission is amenable to increasing its estimated
time burdens, cost equivalents, and additional cost burdens to better
reflect the actual, average burdens borne by respondents, as
appropriate. Should the commenters respond to the present 30-Day Notice
by providing quantified alternative estimates and specific supporting
data for each burden estimate that it asserts is too low, the
Commission would take such additional comments under advisement and
consider revising its burden estimates this PRA extension cycle. In
addition, as discussed more fully in the Supporting Statement,\109\
Commission staff has determined to take concrete steps to further
develop, study, and/or act upon nearly all comments received, including
comments suggesting that the Commission should: (i) define which
municipal advisors constitute ``small entities'' for purposes of the
Regulatory Flexibility Act (``RFA'') or municipal advisor regulation
more broadly; (ii) undertake a retrospective rule review of the rules
and forms; (iii) make enhancements to the current EDGAR filing system,
EDGAR Filer Manual, and EDGAR filer support line; (iv) make
enhancements to <a href="http://SEC.gov">SEC.gov</a>, including the EDGAR website, to improve the
public accessibility of registrant information; (v) provide
clarification on certain aspects of the rules and forms through public
statements by Commission staff; and (vi) coordinate with the MSRB,
Financial Industry Regulatory Authority (``FINRA''), and other
financial regulators to identify and eliminate potential regulatory
duplication related to the municipal advisor registration process.\110\
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\108\ See id.
\109\ See id.
\110\ Commission staff does not commit to take any course of
action beyond the steps outlined in the Supporting Statement.
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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.
The public may view and comment on this information collection
request at: <a href="https://www.reginfo.gov/public/do/PRAViewICR?ref_nbr=202607-3235-004">https://www.reginfo.gov/public/do/PRAViewICR?ref_nbr=202607-3235-004</a> or email comment to
<a href="/cdn-cgi/l/email-protection#18555a403657555a3657514a59364b5d5b477c7d6b7347777e7e717b7d6a5877757a367d7768367f776e"><span class="__cf_email__" data-cfemail="a1ece3f98feeece38feee8f3e08ff2e4e2fec5c4d2cafecec7c7c8c2c4d3e1ceccc38fc4ced18fc6ced7">[email protected]</span></a> within 30 days of the day
after publication of this notice, by November 23, 2026.
Dated: October 19, 2026.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2026-21562 Filed 10-21-26; 8:45 am]
BILLING CODE 8011-01-P
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