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]

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]

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]

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]

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 ( printed 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]

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.

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]

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.

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.

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]

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] ( printed 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]

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]

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.

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]

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]

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]

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]

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]

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 ( printed 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]

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]

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]

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]

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.

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.

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]

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.

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]

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]

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.

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]

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]

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]

The Commission estimates that the average internal cost of compliance per hour (occupational hourly rate) associated with this recordkeeping burden is approximately $271.^[75]

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).

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]

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 ( printed page 66764) an initial, one-time burden of approximately 157 hours.^[79]

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.

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]

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.

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]

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]

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]

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]

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.

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 ( printed 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]

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]

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]

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]

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.

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]

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 ( printed page 66766) therefore beyond the scope of the PRA analysis.

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 SEC.gov, 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]

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: www.reginfo.gov/​public/​do/​PRAViewICR?​ref_​nbr=​202607-3235-004 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 November 23, 2026.