[Federal Register Volume 88, Number 102 (Friday, May 26, 2023)]
[Notices]
[Pages 34196-34199]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-11313]


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SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-619, OMB Control No. 3235-0681]


Proposed Collection; Comment Request; Extension: Rules 15Ba1-1 
Through 15Ba1-8

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 (``PRA'') (44 U.S.C. 3501 et seq.), the Securities and Exchange 
Commission (``Commission'') is soliciting comments on the collection of 
information provided for in Rules 15Ba1-1 to 15Ba1-8 (17 CFR 240.15Ba1-
1 to 17 CFR 240.15Ba1-8)--Registration of Municipal Advisors, under the 
Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) (the ``Exchange 
Act''). The Commission plans to submit this existing collection of 
information to the Office of Management and Budget (``OMB'') for 
extension and approval.
    On September 20, 2013 (see 78 FR 67468, November 12, 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. In addition, the rules interpret the definition of the term 
``municipal advisor,'' interpret the statutory exclusions from that 
definition, and provide certain additional regulatory exemptions. The 
rules became effective on January 13, 2014; however, on January 13, 
2014, the Commission temporarily stayed such rules until July 1, 2014 
(see 79 FR 2777, January 16, 2014). Amendments to Form MA and Form 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 (see 83 FR 22190, May 
14, 2018). Section 15B(a)(1) of the Exchange 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. The rules, among 
other things: (i) require municipal advisors to file certain forms 
(i.e., Form MA, Form MA-A, Form MA/A, Form MA-I, Form MA-I/A, Form MA-
NR, and Form MA-W) with the Commission to obtain, maintain, or 
terminate their registration with the Commission and maintain certain 
books and records in accordance with the Exchange Act, and (ii) set 
forth how certain entities may meet the requirements of the statutory 
exclusions or regulatory exemptions from the definition of ``municipal 
advisor.''

Form MA

    The initial application for municipal advisor registration under 
Form MA is a one-time reporting burden. The Commission estimates that 
approximately 15 respondents will submit new Form MA applications 
annually in each of the next three years.\1\ The Commission further 
estimates that the average amount of time for a municipal advisor to 
complete a new Form MA submission will be approximately 3.5 hours. 
Thus, the total annual burden borne by respondents for submitting an 
initial Form MA application will be approximately 53 hours.\2\ The 
Commission estimates that respondents submitting new Form MA 
applications would, on average, consult with outside counsel for one 
hour, at a rate of $518/hour. Thus, the Commission estimates that the 
average total annual cost that

[[Page 34197]]

may be incurred by all respondents filing new Form MA applications will 
be $7,770.\3\
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    \1\ The estimate is derived by averaging the number of Form MA 
filings over the last three years. There were 21 Form MA submissions 
in 2020, 16 Form MA submissions in 2021, and 8 Form MA submissions 
in 2022.
    \2\ 15 respondents x 3.5 hours = 52.5 hours.
    \3\ 15 respondents x ($518/hour x 1 hour) = $7,770.
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    In addition to filing initial Form MA applications, the rules 
require municipal advisors 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 applies to all registered municipal 
advisors. As of December 31, 2022, there were approximately 446 
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 35 withdrawals on Form MA-
W annually in each of the next three years,\4\ and the Commission 
further estimates that it will enter orders cancelling or revoking the 
registration of 9 municipal advisors on average in each of the next 
three years,\5\ for a net decrease of 29 municipal advisors annually in 
each of the next three years.\6\ Therefore, the Commission expects that 
the rules' requirement to amend Form MA will apply to approximately 417 
municipal advisors in year one, approximately 388 municipal advisors in 
year two, and approximately 359 municipal advisors in year three. The 
Commission estimates that the average amount of time for a municipal 
advisor to prepare an annual amendment to Form MA would be 1.5 hours, 
and the average amount of time necessary to prepare any interim 
updating amendment to Form MA other than the required annual amendment 
would be 0.5 hours. The Commission further estimates that each 
municipal advisor will likely submit two amendments annually in each of 
the next three years (one Form MA-A and one Form MA/A). Thus, the 
Commission estimates that the average annual burden borne by 
respondents for amending Form MA during the three-year period will be 
approximately 776 hours.\7\
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    \4\ See infra Form MA-W section.
    \5\ The estimate is derived by averaging the number of 
CANCELLATION-MA and REVOCATION-MA filings over the last three years. 
There were 0 CANCELLATION-MA filings in 2020, 18 CANCELLATION-MA 
filings in 2021, and 9 CANCELLATION-MA filings in 2022. There were 0 
REVOCATION-MA filings in 2020, 0 REVOCATION-MA filings in 2021, and 
0 REVOCATION-MA filings in 2022. ((0 + 0) + (18 + 0) + (9 + 0))/3 = 
9.
    \6\ 15-(35 + 9) =-29.
    \7\ ((417 respondents x 2 hours) + (388 respondents x 2 hours) + 
(359 respondents x 2 hours))/3 = 776 hours.
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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 it will receive approximately 330 
new Form MA-I submissions annually in each of the next three years.\8\ 
The Commission further estimates that the average amount of time for a 
municipal advisor to complete a new Form MA-I submission will be 
approximately three hours. Thus, the total annual burden borne by 
respondents submitting an initial Form MA-I will be approximately 990 
hours.\9\
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    \8\ The estimate is derived by averaging the number of Form MA-I 
submissions over the last three years and rounding up. There were 
293 Form MA-I submissions in 2020, 363 Form MA-I submissions in 
2021, and 332 Form MA-I submissions in 2022.
    \9\ 330 submissions x 3 hours = 990 hours.
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    In addition, municipal advisors will need to complete updating 
amendments to Form MA-I 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. The Commission 
estimates that a Form MA-I respondent will submit an average of 2.39 
updating amendments annually in each of the next three years (Form MA-
I/A), and that each such amendment will take approximately 0.5 hours to 
complete.\10\ As of December 31, 2022, there were approximately 3,254 
Form MA-Is on file with the Commission for natural persons actively 
associated with a municipal advisor \11\ and, as noted above, the 
Commission anticipates receiving 330 new Form MA-I submissions annually 
in each of the next three years. Therefore, the Commission expects the 
rules' requirement to amend Form MA-I to apply to approximately 3,584 
Form MA-Is in year one, approximately 3,914 Form MA-Is in year two, and 
approximately 4,244 Form MA-Is in year three. Thus, the Commission 
estimates that the average annual burden borne by respondents 
submitting Form MA-I amendments during the three-year period will be 
approximately 4,677 hours.\12\
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    \10\ The estimate is derived by averaging the number of updating 
amendments submitted by respondents over the last three years. In 
2020, the average number was 1,080 Form MA-I/As/525 municipal 
advisors = 2.06. In 2021, the average number was 1,163 Form MA-I/As/
477 municipal advisors = 2.44. In 2022, the average number was 1,188 
Form MA-I/As/446 municipal advisors = 2.66. Averaging the average 
number of updating amendments for the last three years: (2.06 (2020) 
+ 2.44 (2021) + 2.66 (2022))/3 = 2.39 updating amendments per year.
    \11\ 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, 2022, and 
subtracting the total number of Form MA-I/A withdrawals filed with 
the Commission from the inception of the rules to December 31, 2022. 
8,488 (Form MA-I submissions)-5,234 (Form MA-I/A withdrawals) = 
3,254 active Form MA-Is on file.
    \12\ (((3,584 Form MA-I/As x (2.39 amendments x 0.5 hours)) + 
((3,914 Form MA-I/As x (2.39 amendments x 0.5 hours)) + ((4,244 Form 
MA-I/As x (2.39 amendments x 0.5 hours)))/3 = 4,677.23 hours.
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Form MA-W

    Withdrawal from municipal advisor registration is a one-time 
reporting burden. The Commission estimates that it will receive an 
average of 35 Form MA-W submissions annually in each of the next three 
years.\13\ The Commission further estimates that the average amount of 
time for a municipal advisor to complete each Form MA-W submission will 
be approximately 0.5 hours. Thus, the total annual burden borne by 
respondents submitting Form MA-W will be approximately 17.5 hours.\14\
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    \13\ The estimate of 35 Form MA-W submissions is derived by 
averaging the number of Form MA-W submissions over the last three 
years and rounding up. There were 28 Form MA-W submissions in 2020, 
46 Form MA-W submissions in 2021, and 30 Form MA-W submissions in 
2022.
    \14\ 35 respondents x 0.5 hours = 17.5 hours.
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Form MA-NR

    The designation of a U.S. agent for service of process is a one-
time reporting burden. The Commission estimates that approximately 
three municipal advisors will have a non-resident general partner, non-
resident managing agent, or non-resident associated person \15\ and 
such advisors will submit a total of approximately five Form MA-NRs 
annually in each of the next three years.\16\ The Commission further 
estimates that each Form MA-NR submission will take, on average, 
approximately one hour to complete. Thus, the total annual burden borne 
by respondents submitting Form MA-NR will be approximately 5 hours.\17\
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    \15\ The estimate is derived by averaging the number of Form MA-
NR respondents over the last three years and rounding up. There were 
two Form MA-NR respondents in 2020, one Form MA-NR respondent in 
2021, and four Form MA-NR respondents in 2022.
    \16\ The estimate is derived by averaging the number of Form MA-
NR submissions over the last three years. There were seven Form MA-
NR submissions in 2020, two Form MA-NR submissions in 2021, and six 
Form MA-NR submissions in 2022.
    \17\ 3 respondents x (5 Form MA-NR submissions/3 respondents) x 
1 hour = 5 hours.
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    In addition, each respondent that submits a Form MA-NR must also 
provide an opinion of counsel on Form

[[Page 34198]]

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, at a rate of $518/hour. Thus, the Commission 
estimates that the total annual burden borne by respondents providing 
an opinion of counsel will be approximately nine hours.\18\ The 
estimated average total cost that may be incurred by all respondents 
providing an opinion of counsel will be $4,662.\19\
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    \18\ 3 respondents x 3 hours = 9 hours.
    \19\ 3 respondents x (3 hours x $518/hour) = $4,662.
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Consent To Service of Process From Certain Associated Persons

    The consent to service of process from certain associated persons 
is a one-time recordkeeping burden. The Commission estimates that all 
15 new municipal advisors expected to register with the Commission 
annually in each of the next three years will have to develop a 
template document to use in obtaining written consents to service of 
process from their associated persons. The Commission further estimates 
that each template document will take approximately one hour to draft. 
Thus, the Commission estimates that the total annual burden borne by 
respondents developing a template document will be approximately 15 
hours.\20\
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    \20\ 15 respondents x 1 hour = 15 hours.
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    In addition to the one-time burden borne by new municipal advisors 
that register with the Commission each year, the Commission estimates 
that municipal advisors will need to obtain 330 new consents to service 
of process from associated persons annually in each of the next three 
years. The Commission further estimates that, after the written 
consents are drafted, it will take municipal advisors approximately 
0.10 hours to obtain each consent. Thus, the Commission estimates that 
the total annual burden borne by respondents obtaining consents to 
service of process will be 48 hours.\21\
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    \21\ 15 hours + (330 respondents x 0.1 hours) = 48 hours.
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Books and Records To Be Made and Maintained by Municipal Advisors

    The maintenance of books and records is an ongoing annual 
recordkeeping burden. The Commission estimates that approximately 417, 
388, and 359 municipal advisors will be subject to the books and 
records rules annually in each of the next three years, respectively. 
The Commission further estimates that the average annual burden for a 
municipal advisor to comply with the books and records requirement is 
approximately 182 hours. Thus, the Commission estimates that the 
average annual burden borne by respondents to comply with the books and 
records requirements during the three-year period will be approximately 
70,616 hours.\22\
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    \22\ ((417 respondents x 182 hours) + (388 respondents x 182 
hours) + (359 respondents x 182 hours))/3 = 70,616 hours.
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Independent Registered Municipal Advisor Exemption

    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 approximately 188 persons will 
seek to rely on the independent registered municipal advisor exemption 
annually in each of the next three years.\23\ The Commission further 
estimates that the one-time burden of developing a template disclosure 
document to use in obtaining the written representations will be 
approximately one hour. Thus, the Commission estimates that the total 
one-time burden borne by respondents developing a template disclosure 
document will be approximately 188 hours.\24\
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    \23\ 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 2020 to 2022 and rounding up. There were 193 
underwriters that participated in negotiated transactions in 2020, 
191 underwriters that participated in negotiated transactions in 
2021, and 178 underwriters that participated in negotiated 
transactions in 2022.
    \24\ 188 respondents x 1 hour = 188 hours.
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    The Commission also recognizes that respondents will be subject to 
a recurring burden each time they seek to rely on the exemption. The 
Commission estimates that respondents may seek the exemption on 
approximately 12,170 transactions annually in each of the next three 
years.\25\ The Commission further estimates that the burden of 
obtaining the written representations needed from the municipal entity 
or obligated person will be approximately 0.25 hours. Thus, the 
Commission estimates that the total annual burden borne by respondents 
seeking to rely on the independent registered municipal advisor 
exemption will be approximately 3,043 hours.\26\
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    \25\ 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 2020 to 2022 and rounding up. There were 14,278 negotiated 
deals using an underwriter in 2020, 11,855 negotiated deals using an 
underwriter in 2021, and 10,376 negotiated deals using an 
underwriter in 2022.
    \26\ 12,170 transactions x 0.25 hours = 3,042.5 hours.
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Exception to Definition of Municipal Escrow Investments

    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 432 respondents will seek 
to rely on the exception.\27\ The Commission further estimates that the 
one-time burden of creating a template document to use in obtaining the 
written representations necessary to rely on the exception will be 
approximately one hour. Thus, the Commission estimates that the total 
one-time burden borne by respondents developing a template document 
will be approximately 432 hours.\28\
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    \27\ 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, 2022. The number of state-registered 
investment advisers that reported state or municipal government 
entity clients in Item 5.D.(i)(1) within Form ADV = 432.
    \28\ 432 respondents x 1 hour = 432 hours.
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    The Commission also recognizes that respondents will be subject to 
a recurring burden each time they seek to rely on the exception. The 
Commission estimates that the respondents will seek to rely on the 
exception with approximately 1,356 municipal entity clients.\29\ The 
Commission further estimates that the burden of obtaining the required 
written representations from the respondent's client will be 
approximately 0.25 hours. Thus, the Commission estimates that the total 
annual burden borne by respondents seeking to rely on the municipal 
escrow investments exemption will be approximately 339 hours.\30\
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    \29\ The number of state or municipal government entity clients 
reported by state-registered investment advisers in Item 5.D.(i)(1) 
within Form ADV = 1,356.
    \30\ 1,356 clients x 0.25 hours = 339 hours.
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Exception to Definition of Proceeds of Municipal Securities

    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

[[Page 34199]]

investment advisers with clients that are: (i) state or municipal 
government entities, or (ii) certain pooled investment vehicles in 
which municipal entities invest. The Commission estimates that 
approximately 479 respondents will seek to rely on the exception.\31\ 
The Commission further estimates that the one-time burden of creating a 
template document to use in obtaining the written representations 
necessary to rely on the exception will be approximately one hour. 
Thus, the Commission estimates that the total one-time burden borne by 
respondents developing a template document will be approximately 479 
hours.\32\
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    \31\ 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, 2022. 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 = 
592. 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 = 8%. (592 x .08) = approximately 47 
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 = 432. (47 + 432) = 479 respondents.
    \32\ 479 respondents x 1 hour = 479 hours.
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    The Commission also recognizes that respondents will be subject to 
a recurring burden each time they seek to rely on the exception. The 
Commission estimates that respondents will seek to rely on the 
exception in connection with services provided to approximately 2,989 
clients.\33\ The Commission further estimates that the burden of 
obtaining the required written representations from the respondent's 
client will be approximately 0.25 hours. Thus, the Commission estimates 
that the total annual burden borne by respondents seeking to rely on 
the proceeds of municipal securities exception will be approximately 
747 hours.\34\
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    \33\ The number of state or municipal government entity clients 
reported by state-registered investment advisers in Item 5.D.(i)(1) 
within Form ADV = 1,356 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 = 1,633 clients. (1,356 
+ 1,633) = 2,989 clients.
    \34\ 2,989 clients x 0.25 hours = 747.25 hours.
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    Written comments are invited on: (a) whether this proposed 
collection of information is necessary for the proper performance of 
the functions of the Commission, including whether the information will 
have practical utility; (b) the accuracy of the Commission's estimates 
of the burden imposed by the collection of information; (c) ways to 
enhance the quality, utility, and clarity of the information collected; 
and (d) ways to minimize the burden of the collection of information on 
respondents, including through the use of automated collection 
techniques or other forms of information technology. Consideration will 
be given to comments and suggestions submitted in writing within 60 
days of this publication by July 25, 2023.
    An agency may not conduct or sponsor, and a person is not required 
to respond to, a collection of information under the PRA unless it 
displays a currently valid OMB control number.
    Please direct your written comments to David Bottom, Director/Chief 
Information Officer, Securities and Exchange Commission, c/o John 
Pezzullo, 100 F Street NE, Washington, DC 20549 or send an email to 
[email protected].

    Dated: May 23, 2023.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-11313 Filed 5-25-23; 8:45 am]
BILLING CODE 8011-01-P