Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.) (“PRA”), the Securities and Exchange Commission (“SEC” or “Commission”) is submitting to the Office of Management and Budget (“OMB”) this request related to the mandatory collections of information provided for in the following rules and forms under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) (“Exchange Act”): (1) Rule 15Ba2-1 (17 CFR 240.15Ba2-1) and Form MSD ^[1] (17 CFR 249.1100) (OMB Control No. 3235-0083); (2) Rule 15Bc3-1 (17 CFR 240.15Bc3-1) and Form MSDW ^[2] (17 CFR 249.1110) (OMB Control No. 3235-0087); (3) Rule 15Ba2-5 (17 CFR 240.15Ba2-5) (OMB Control No. 3235-0088); and (4) Rule 15Ba2-4 (17 CFR 240.15Ba2-4) (OMB Control No. 3235-0089).

Because each information collection relates to the registration of municipal securities dealers, the Commission believes that it would promote efficiency to consolidate these information collections into a single control number—revised OMB Control No. 3235-0083—and discontinue the other three control numbers upon OMB approval. The Commission is therefore submitting the existing information collections (OMB Control Nos. 3235-0083, 3235-0087, and 3235-0088) to OMB for revision, extension, and approval, and seeking OMB approval to temporarily reinstate, with change, inactive OMB Control No. 3235-0089 prior to its discontinuation. The Commission is also requesting approval to designate revised OMB Control No. 3235-0083 as a “common form” for purposes of PRA submissions ^[3] because ( printed page 43276) the Board of Governors of the Federal Reserve System (“Federal Reserve Board”), the Federal Deposit Insurance Corporation (“FDIC”), and the Office of the Comptroller of the Currency (“OCC”) each use Form MSD and Form MSDW in addition to the Commission.^[4]

Finally, in the process of conducting the PRA analysis reflected below: (1) the Commission determined that the information collection does not constitute a system of record for purposes of the Privacy Act, and Commission staff has therefore revised the General Instructions of Form MSD to strike Item M, “Privacy Act Statement,” in its entirety; ^[5] (2) Commission staff has revised the General Instructions of Form MSD and the General Instructions of Form MSDW to correct certain minor typographical errors; ^[6] and (3) as described further below, Commission staff has determined that it would be prudent to recommend that the Commission adopt certain technical and/or administrative revisions to the General Instructions of Form MSD, the General Instructions of Form MSDW, and the Code of Federal Regulations sections associated with Form MSD (17 CFR 249.1100) and Form MSDW (17 CFR 249.1110).

Rule 15Ba2-1, Rule 15Ba2-4, and Form MSD

The Exchange Act regulates the nation's securities markets and the securities professionals who participate in those markets. The Securities Acts Amendments of 1975 (the “1975 Amendments”) amended the Exchange Act to establish a framework for the regulation of the activities of municipal securities brokers and dealers.^[7]

Under Section 15B(a) of the Exchange Act (15 U.S.C. 78o-4(a)), as added by the 1975 Amendments, municipal securities dealers which are banks,^[8] or separately identifiable departments or divisions of banks ^[9] (collectively, “bank municipal securities dealers”) are required to be registered with the Commission in accordance with such rules as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.

In October 1975, the Commission adopted Rule 15Ba2-1 and Form MSD.^[10] Rule 15Ba2-1 implements Section 15B(a)(1) and (2) of the Exchange Act by providing that an application for registration by a bank municipal securities dealer must be filed on Form MSD. Rule 15Ba2-1 further provides that if the information contained in any application for registration on Form MSD, or in any amendment to such application, is or becomes inaccurate for any reason, the applicant must promptly file an amendment on Form MSD correcting such information.

In July 1976, the Commission adopted Rule 15Ba2-4.^[11] Rule 15Ba2-4 implements Section 15B(a)(1) and (2) of the Exchange Act by permitting the successor to a registered municipal securities dealer to assume immediate responsibility for the operation of the predecessor's business.^[12] Without the rule, the successor would not be able to assume operation until it registered as a municipal securities dealer. Under the rule, as amended,^[13] the registration of the predecessor is deemed to remain effective as the registration of the successor, provided that that the successor, within 30 days after such succession, files an application for registration on Form MSD, and the predecessor files a notice of withdrawal from registration on Form MSDW; however, the registration of the predecessor will cease to be effective as the registration of the successor 45 days after the application for registration on Form MSD filed by such successor. As amended, the rule also provides that, if the succession is based solely on a change in the predecessor's date or state of incorporation, form of organization, or composition of a partnership, the successor may, within 30 days after the succession, amend the registration of the predecessor dealer on Form MSD to reflect these changes. Such amendment is deemed to be an application for registration filed by the predecessor and adopted by the successor.

In August 1980, the Commission adopted amendments to Form MSD ^[14] that: (1) amend Form MSD's definition of the phrase “municipal securities dealer activities” in the instructions to Form MSD to conform to the definition of that term in MSRB Rule G-1; (2) allow, under certain circumstances, bank municipal securities dealers to substitute Schedule A of Form MSD with Form MSD-4 filed with the bank regulatory agencies; ^[15] and (3) make ( printed page 43277) certain technical changes in Form MSD, including a change that facilitates the processing of registration forms filed by successor applicants (applicants which intend to succeed to and continue the business of another registered municipal securities dealer) by requiring that such applicants check a box on the form indicating their successor status.

The Commission has also adopted amendments that: (1) in July 1985, added a Privacy Act Statement to the General Instructions of Form MSD; ^[16] (2) in June 1997, removed language in the General Instructions of Form MSD that permitted the voluntary provision of social security numbers; ^[17] (3) in January 2008, revised the General Instructions of Form MSD to update the current list of agencies with which the forms must be filed to include the OTS, and to update the addresses of the agencies listed on the forms; ^[18] and (4) in April 2018, revised Schedule A of Form MSD to remove certain Personally Identifiable Information (“PII”), namely references to date of birth and place of birth.^[19]

The Commission uses the information obtained from Form MSD filings to, among other things, determine whether bank municipal securities dealers meet the standards for registration set forth in the Exchange Act, make information about particular bank municipal securities dealers available to customers and members of the public, and develop risk assessment information about bank municipal securities dealers. The information is also made available for inspection by any interested person because it is important to give investors and the public an independent means of obtaining or verifying information that they may deem relevant regarding, among other things, the municipal securities dealer's operations, management, and disciplinary history, and the qualifications and disciplinary history of management, supervisory, and certain other persons associated with the municipal securities dealer, with whom they may be entrusting a substantial portion of their assets. Certain identifying information for Form MSD filings ( e.g., entity name, filing date, and document control number to facilitate inspection) is also routinely made available to the public on the Commission's Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) website. No assurances of confidentiality are provided with respect to Form MSD.

Form MSD is a one-time registration form that is used for new applications (Rule 15Ba2-1(a)) and successor applications (Rule 15Ba2-4(a)). Form MSD must be amended only if information contained in the form is, or becomes, inaccurate (Rule 15Ba2-1(b)), or to update any inaccurate information prior to filing a notice of withdrawal on Form MSDW (Rule 15Bc3-1(a)). Form MSD may also be amended to reflect changes where a succession is based solely on a change in the predecessor's date or state of incorporation, form of organization, or composition of a partnership (Rule 15Ba2-4(b)).

Based upon past submissions of 0 new applications, 16 amendments, and 0 successor applications in 2022, 1 new application, 10 amendments, and 0 successor applications in 2023, and 0 new applications, 12 amendments, and 0 successor applications in 2024, the Commission estimates that on an annual basis approximately 1 respondent will use Form MSD for a new application,^[20] approximately 13 respondents will use Form MSD for an amendment,^[21] and approximately 1 respondent will use Form MSD for a successor application,^[22] for a total of approximately 15 respondents per year.^[23]

The time required to complete Form MSD varies with the size and complexity of the bank municipal securities dealer's operations (or proposed operations). Commission staff understands that it can take up to 15 hours for a bank with a large operation and many employees to complete the form, but that smaller banks with fewer personnel can complete the form in 1 to 2 hours. Most recent new applications have come from smaller banks. Also, amendments to Form MSD are likely to require significantly less time to complete. Accordingly, Commission staff estimates that the total annual burden is currently approximately 23 hours at an average of 1.5 hours per respondent. (15 respondents/year × 1.5 hours/respondent = 22.5 hours/year, rounded up to 23 hours/year).

The staff estimates that the average internal compliance cost per hour is approximately $457.^[24] Therefore, the estimated total annual internal cost of compliance is approximately $10,511 per year (23 hours/year × $457/hour = $10,511/year). The Commission does not believe that respondents will incur any costs in filing a Form MSD other than the internal compliance cost identified above.

Rule 15Bc3-1 and Form MSDW

Under Section 15B(c) of the Exchange Act (15 U.S.C. 78o-4(c)), as added by the 1975 Amendments, any registered municipal securities dealer may, upon such terms and conditions as the Commission may deem necessary in the public interest or for the protection of investors, withdraw from registration by filing a written notice of withdrawal with the Commission.

In July 1976, the Commission adopted Rule 15Bc3-1 and Form MSDW.^[25] Rule 15Bc3-1 implements Section 15B(c)(3) of the Exchange Act by providing that bank municipal securities dealers that wish to withdraw from registration must file a notice of withdrawal from ( printed page 43278) registration on Form MSDW.^[26] Rule 15Bc3-1 further provides that, prior to filing a notice of withdrawal from registration on Form MSDW, a bank municipal securities dealer must amend Form MSD in accordance with Rule 15Ba2-1(b) to update any inaccurate information.

In April 1999, the Commission adopted amendments that revised Rule 15Bc3-1 to provide municipal securities dealers adequate flexibility to bring their business operations to an orderly close in circumstances in which the 60-day period previously provided under Rule 15Bc3-1 would not be sufficient, and to provide the Commission greater flexibility in concluding investigations of municipal securities dealers before they complete the withdrawal process.^[27]

In January 2008, the Commission adopted amendments that revised the General Instructions of Form MSDW to update the current list of agencies with which the forms must be filed to include the OTS, and to update the addresses of the agencies listed on the forms.^[28]

The Commission uses information obtained from Form MSDW filings to, among other things, determine whether it is in the public interest to permit a bank municipal securities dealer to withdraw its registration. The information is also made available for inspection by any interested person because it is important to give the municipal securities dealer's customers and the public an independent means of obtaining or verifying information that they may deem relevant, including whether the registrant owes money or securities to any customer in connection with its activities as a municipal securities dealer, whether the registrant is involved in any legal action or proceeding, whether there are any unsatisfied judgments or liens against the registrant, and the name and address of the person who has or will have custody or possession of the registrant's books and records that are required to be preserved pursuant to Section 17(a) of the Exchange Act (15 U.S.C. 78q), Rule 17a-4 thereunder (17 CFR 240.17a-4), and MSRB Rule G-9.^[29] Certain identifying information for Form MSDW filings ( e.g., entity name, filing date, and document control number to facilitate inspection) is also routinely made available to the public on the Commission's EDGAR website. No assurances of confidentiality are provided with respect to Form MSDW.

The Commission estimates that the average amount of time necessary to complete Form MSDW is approximately 0.5 hours. Based upon past submissions of 1 filing in 2022, 1 filing in 2023, and 1 filing in 2024, the Commission estimates that approximately 1 respondent will use Form MSDW annually,^[30] with a total hour burden for all respondents of approximately 1 hour per year (0.5 hours rounded up to 1). This estimate is based on the Commission staff's experience in administering the form.

The staff estimates that the average internal compliance cost per hour is approximately $457.^[31] Therefore, the estimated total annual internal cost of compliance is approximately $229 per year (0.5 hours/year × $457/hour = $228.5/year, rounded up to $229/year). The Commission does not believe that respondents will incur any costs in filing a Form MSDW other than the internal compliance cost identified above.

Rule 15Ba2-5 and Rule 15Ba2-5 Statements

In July 1976, the Commission adopted Rule 15Ba2-5.^[32] Rule 15Ba2-5 implements Section 15B(a) of the Exchange Act by permitting a duly appointed (or duly qualified) fiduciary to assume immediate responsibility for the operation of a registered municipal securities dealer's business. Without the rule, the fiduciary would not be able to assume operation until it registered as a municipal securities dealer. Under the rule, the registration of a municipal securities dealer is deemed to be the registration of any executor, administrator, guardian, conservator, assignee for the benefit of creditors, receiver, trustee in insolvency or bankruptcy, or other fiduciary, appointed or qualified by order, judgment, or decree of a court of competent jurisdiction to continue the business of such municipal securities dealer, provided that such fiduciary files with the Commission, within 30 days after entering upon the performance of his duties, a statement setting forth as to such fiduciary substantially the same information required by Form MSD or Form BD (“Rule 15Ba2-5 Statement”). The Rule 15Ba2-5 Statement is necessary to ensure that the Commission and the public have adequate information about the fiduciary.

The Commission uses the information obtained from Rule 15Ba2-5 Statements to, among other things, determine whether the fiduciary meets the standards for registration set forth in the Exchange Act and develop risk assessment information about bank municipal securities dealers. No assurances of confidentiality are provided with respect to Rule 15Ba2-5 Statements.

The burden of information collection is estimated to involve approximately 1 respondent making 1 response per year for both bank and non-bank municipal securities dealers. The response is estimated to require an average of 4 hours. Thus, the total compliance burden is estimated to be 4 hours per year. This burden is a one-time reporting burden.

A Rule 15Ba2-5 statement must set forth as to the fiduciary substantially the same information required by Form MSD or Form BD. Accordingly, Commission staff estimates that the approximate internal cost of compliance per hour is the same as Form MSD above ($457), resulting in a total annual internal compliance cost of approximately $1,828 (4 hours/year × $457/hour).

The Commission does not believe that respondents will incur any costs in filing a Rule 15Ba2-5 Statement other than the internal compliance cost identified above. ( printed page 43279)

Recommendation To Adopt Additional Technical and/or Administrative Amendments

In the process of conducting the present PRA analysis, Commission staff has determined that it would be prudent to recommend that the Commission adopt certain technical and/or administrative revisions to the General Instructions of Form MSD, the General Instructions of Form MSDW, and the Code of Federal Regulations sections associated with Form MSD (17 CFR 249.1100) and Form MSDW (17 CFR 249.1110). If adopted, these potential revisions would, among other things: (1) require only one copy of Form MSD and Form MSDW to be filed with the Commission (rather than three copies of Form MSD and two copies of Form MSDW); (2) provide online locations where Forms MSD, MSDW, and BD are available (rather than physical locations); (3) update certain citations to MSRB Rule G-1 (including updating the definition of “municipal securities dealer activities” in Form MSDW to cite to MSRB Rule G-1); (4) update certain language to reflect amended versions of the rules; (5) update the OCC's mailing address; (6) strike references to the former OTS and its jurisdiction; and (7) update the OCC's jurisdiction as the appropriate regulatory agency for federal savings associations and departments or divisions of such savings associations.

Consultations Outside the Agency

The required Federal Register notice with a 60-day comment period soliciting comments on this collection of information was published.^[33] Although not required by the Administrative Procedure Act, this comment solicitation also invited comments on the potential technical and/or administrative revisions amendments described above.^[34] The Commission received one comment letter in response to this comment solicitation.^[35] Although Commission staff appreciates the information received from this commenter, it is the view of staff that the estimates contained in the Federal Register notice remain valid and the staff has not made any changes to the Commission's burden estimates based on these comments. As discussed more fully in the Supporting Statement,^[36] it is the view of Commission staff that most of the comments received either: (i) supported the anticipated technical and administrative revisions identified in the 60-Day Notice; (ii) addressed the information collection burden generally but did not provide any specific supporting data related to the burden; or (iii) recommended changes to rules and forms that would likely need to be effected pursuant to a Commission rulemaking and are therefore beyond the scope of the PRA analysis.

Nonetheless, as discussed more fully in the Supporting Statement,^[37] Commission staff has determined to take under advisement nearly all comments received and will further study whether they should be applied in future PRA analyses and/or merit potential rulemaking activities related to the municipal securities dealer registration rules.^[38] Among other things, staff will take under advisement comments suggesting that the Commission should: (i) continuously review Forms MSD and MSDW, and other forms related to the municipal securities markets, for accuracy, relevance, and potential modernization; (ii) make copies of Form MSD and Form MSDW filings electronically available on EDGAR; (iii) convert Form MSD and Form MSDW submissions from paper filing to electronic filing in EDGAR; (iv) separately estimate the hours burden for Form MSD filers to complete new applications versus the estimated time it takes Form MSD filers to complete amendments; and (v) coordinate with the Financial Industry Regulatory Authority, the MSRB, and the Federal Reserve Board, FDIC, and OCC to: (a) identify potential sources of regulatory duplication and redundancy via forms calling for similar information from market participants in the municipal securities markets, including bank municipal securities dealers; (b) potentially harmonize such forms and streamline filing requirements across regulators, including for bank municipal securities dealers; and (c) potentially provide market participants with a single set of statistics and data consolidated across such forms.

An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB Control Number.

Written comments are invited on: (a) whether this proposed collection of information is necessary for the proper performance of the functions of the SEC, including whether the information will have practical utility; (b) the accuracy of the SEC's estimate of the burden imposed by the proposed collection of information, including the validity of the methodology and the assumptions used; (c) ways to enhance the quality, utility, and clarity of the information to be collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated, electronic collection techniques or other forms of information technology.

The public may view and comment on this information collection request at: https://www.reginfo.gov/​public/​do/​PRAViewICR?​ref_​nbr=​202505-3235-013 (OMB Control No. 3235-0083), https://www.reginfo.gov/​public/​do/​PRAViewICR?​ref_​nbr=​202505-3235-014 (OMB Control No. 3235-0087), https://www.reginfo.gov/​public/​do/​PRAViewICR?​ref_​nbr=​202505-3235-015 (OMB Control No. 3235-0088), and https://www.reginfo.gov/​public/​do/​PRAViewICR?​ref_​nbr=​202505-3235-016 (OMB Control No. 3235-0089) or email comment to MBX.OMB.OIRA.SEC_desk_officer@omb.eop.gov within 30 days of the day after publication of this notice, by October 9, 2025.

Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549-2736