PRA Supporting Statement for Registration of Municipal Securities Dealers 09032025

PRA Supporting Statement for Registration of Municipal Securities Dealers 09032025.pdf

Rule 15Ba2-4, Registration of successor to registered municipal securities dealer

OMB: 3235-0089

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SUPPORTING STATEMENT
for the Paperwork Reduction Act Information Collection Submission for
Exchange Act Rule 15Ba2-1 and Form MSD Application for Registration of Municipal Securities Dealers Which Are Banks or
Separately Identifiable Departments or Divisions of Banks
OMB Control No. 3235-0083
Exchange Act Rule 15Bc3-1 and Form MSDW Withdrawal from Registration of Municipal Securities Dealers
OMB Control No. 3235-0087
Exchange Act Rule 15Ba2-5 Registration of Fiduciaries
OMB Control No. 3235-0088
Exchange Act Rule 15Ba2-4 Registration of Successor to Registered Municipal Securities Dealer
OMB Control No. 3235-0089 1
This submission is being made pursuant to the Paperwork Reduction Act of 1995, 44
U.S.C. Section 3501 et seq. (“PRA”).
A.

JUSTIFICATION
1.

Necessity of Information Collection

The Securities Exchange Act of 1934 (“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. 2
Under Section 15B(a) of the Exchange Act, as added by the 1975 Amendments, municipal
securities dealers which are banks,3 or separately identifiable departments or divisions of banks 4
This Supporting Statement covers mandatory information collections under the four OMB control numbers enumerated above.
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 Office of Management and Budget (“OMB”) approval. As
part of this process, the Commission is submitting the existing information collections (OMB Control Nos. 3235 -0083, 32350087, and 3235-0088) to OMB for revision, extension, and approval, and seek ing 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 because 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 Com mission
(see the General Instructions of Form MSD at Item K, and the General Instructions of Form MSDW at Item 2).
1

See Pub. L. No. 94-29, 89 Stat. 97, available at https://www.govinfo.gov/content/pkg/STATUTE-89/pdf/STATUTE-89Pg97.pdf.
2

See Section 3(a)(30) of the Exchange Act [15 U.S.C. 78c(a)(30)] (defining the term “municipal securities dealer”); Section
3(a)(6) of the Exchange Act [15 U.S.C. 78c(a)(6)] (defining the term “bank”).
3

See Municipal Securities Rulemaking Board (“MSRB”) Rule G-1, available at https://www.msrb.org/Rules-andInterpretations/MSRB-Rules/General/Rule-G-1 (defining the term “separately identifiable department or division of a bank” and
4

(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. 5
Under Section 15B(c) of the Exchange Act, 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, withd raw from registration
by filing a written notice of withdrawal with the Commission. 6
Adoption of Form MSD
In October 1975, the Commission adopted 7 Exchange Act Rule 15Ba2-1 (“Rule 15Ba21”)8 and Form MSD.9 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.
Adoption of Form MSDW
In July 1976, the Commission adopted 10 Exchange Act Rule 15Bc3-1 (“Rule 15Bc3-1”)11
and Form MSDW.12 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 registration on Form MSDW. 13 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.
setting forth activities of the bank which constitute municipal securities dealer activities); see also Section 15B(b)(2)(H) of the
Exchange Act [15 U.S.C. 78o-4(b)(2)(H)] (requiring MSRB Rules to define the term “separately identifiable department or
division,” as that term is used in Section 3(a)(30) of the Exchange Act).
5

See 15 U.S.C. 78o-4(a).

See 15 U.S.C. 78o-4(c).

See Registration of Municipal Securities Brokers and Dealers, Exchange Act Release No. 11742 (Oct. 15, 1975), 40 FR 49772
(Oct. 24, 1975) and 40 FR 54425 (Nov. 24, 1975) (correction), available at https://www.sec.gov/files/rules/final/1977/3411742.pdf.
7

17 CFR 240.15Ba2-1.

17 CFR 249.1100. Form MSD and the General Instructions of Form MSD are available at
https://www.sec.gov/about/forms/formmsd.pdf.
9

See Municipal Securities Dealer Registration and Withdrawal, Exchange Act Release No. 12602 (July 7, 1976), 41 FR 28947
(July 14, 1976), available at https://archives.federalregister.gov/issue_slice/1976/7/14/28945 -28950.pdf#page=3.
10

17 CFR 240.15Bc3-1.

17 CFR 249.1110. Form MSDW and the General Instructions of Form MSDW are available at
https://www.sec.gov/files/formmsdw.pdf.
12

Certain provisions of Rule 15Bc3-1 apply to non-bank municipal securities dealers which make registration filings on the
standard forms for brokers and dealers (Form BD instead of Form MSD, and Form BDW instead of Form MSDW). Burden
estimates for such non-bank municipal securities dealers are accounted for in the Supporting Statements for Form BD (OMB
Control No. 3235-0012) and Form BDW (OMB Control No. 3235 -0018) and are not included herein.
13

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Adoption of Successor Registration Rule
In July 1976, the Commission adopted 14 Exchange Act Rule 15Ba2-4 (“Rule 15Ba24”).15 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. 16 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, 17
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, amen d 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.
Adoption of Fiduciary Registration Rule
In July 1976, the Commission adopted 18 Exchange Act Rule 15Ba2-5 (“Rule 15Ba219
5”). 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
See Municipal Securities Dealer Registration and Withdrawal, Exchange Act Release No. 12602 (July 7, 1976), 41 FR 28947
(Jul. 14, 1976), available at https://archives.federalregister.gov/issue_slice/1976/7/14/28945 -28950.pdf#page=3.
14

17 CFR 240.15Ba2-4.

Certain provisions of Rule 15Ba2-4 apply to non-bank municipal securities dealers which make registration filings on the
standard forms for brokers and dealers (Form BD instead of Form MSD, and Form BDW instead of Form MSDW). Burden
estimates for such non-bank municipal securities dealers are accounted for in the Supporting Statements for Form BD (OMB
Control No. 3235-0012) and Form BDW (OMB Control No. 3235 -0018) and are not included herein.
16

See Registration of Successors to Broker-Dealers and Investment Advisers, Exchange Act Release No. 31661 (Dec. 28, 1992),
58 FR 7 (Jan. 4, 1993), available at https://archives.federalregister.gov/issue_slice/1993/1/4/6 -11.pdf#page=5 (“The Commission
is adopting several technical amendments to the broker-dealer successor rules under the Exchange Act in order to address certain
ambiguities in the rules. . . . [R]ules 15Ba2-4 and 15Ba2-6, which govern the registration of successors to municipal securities
dealers, also have been revised to be consistent with amended rule 15b1 -3.”); id., 58 FR at 8, note 10 (“Rule 15Ba2-6 also has
been redesignated as rule 15Ba2-4(b).”).
17

17 CFR 240.15Ba2-5.

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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.
1980 Amendments to Form MSD
In August 1980, the Commission adopted 20 amendments to Form MSD that: (1) amend
Form MSD’s definition of the phrase “municipal securities dealer activities” in the General
Instructions of 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;21 and (3) make 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.
Additional Historical Amendments
The Commission has also adopted amendments that: (1) in July 1985, added a Privacy
Act Statement to the General Instructions of Form MSD; 22 (2) in June 1997, removed language
in the General Instructions of Form MSD that permitted the voluntary provision of social
security numbers;23 (3) in April 1999, 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; 24 (4) in January 2008, revised the General
Instructions of Forms MSD and MSDW to update the current list of agencies with which the
forms must be filed to include the Office of Thrift Supervision (“OTS”), and to update the

See Registration of Municipal Securities Dealers, Exchange Act Release No. 17100 (Aug. 28, 1980), 45 FR 58831 (Sept. 5,
1980), available at https://archives.federalregister.gov/issue_slice/1980/9/5/58831 -58835.pdf.
20

In order to satisfy the requirements in MSRB Rule G-7 with respect to information concerning associated persons, the federal
bank regulatory agencies have uniformly adopted Form MSD-4, which every bank municipal securities dealer is required to
submit to its appropriate regulatory agency on behalf of each municipal securities principal or municipal securities represen tative
associated with such bank dealer. See Form MSD-4, “Uniform Application for Municipal Securities Principal or Municipal
Securities Representative Associated with a Bank Municipal Securities Dealer,” available at
https://www.federalreserve.gov/reportforms/forms/Form_MSD-420190731_f.pdf (OMB Control No. 7100-0100 (Federal
Reserve Board); OMB Control No. 3064-0022 (FDIC); OMB Control No. 1557-0184 (OCC)). MSRB Rule G-7 is available at
https://www.msrb.org/Rules-and-Interpretations/MSRB-Rules/General/Rule-G-7.
21

See Technical Revision of Form MSD, Exchange Act Release No. 22208 (July 2, 1985), 50 FR 29948 (July 23, 1985),
available at https://archives.federalregister.gov/issue_slice/1985/7/23/29935 -29955.pdf#page=12.
22

See Amendments to Forms and Schedules to Remove Voluntary Provision of Social Security Numbers, Exchange Act Release
No. 38771 (June 25, 1997), 62 FR 35338 (July 1, 1997), available at https://www.govinfo.gov/content/pkg/FR-1997-0701/pdf/97-17104.pdf.
23

See Broker-Dealer Registration and Reporting, Exchange Act Release No. 41356 (Apr. 30, 1999), 64 FR 25144 (May 10,
1999), available at https://www.govinfo.gov/content/pkg/FR-1999-05-10/pdf/99-11359.pdf; see also Broker-Dealer Registration
and Reporting, Exchange Act Release No. 41672 (July 30, 1999), 64 FR 42594 (Aug. 5, 1999), available at
https://www.govinfo.gov/content/pkg/FR-1999-08-05/pdf/99-20099.pdf (amendment to Rule 15Bc3-1 applicable only to Form
BDW filers).
24

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addresses of the agencies listed on the forms; 25 and (5) 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. 26
Deletion of Item M, “Privacy Act Statement,” from the General Instructions of Form MSD, and
Correction of Minor Typographical Errors in the General Instructions of Form MSD and the
General Instructions of Form MSDW
In the process of conducting the present PRA analysis, the Commission determined that
the information collection does not constitute a system of record for purposes of the Privacy Act.27
Commission staff has therefore revised the General Instructions of Form MSD to strike Item M,
“Privacy Act Statement,” in its entirety.28 In the process of conducting the present PRA analysis,
Commission staff has also revised the General Instructions of Form MSD and the General
Instructions of Form MSDW to correct certain minor typographical errors. 29
Recommendation to Adopt Additional Technical and/or Administrative Amendments
In the process of conducting the present PRA analysis, Commission staff has also
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.

See Technical Amendments to Forms MSD, MSDW, BD-N, BD, BDW, ADV, and ADV-W and to Exchange Act Rules 15b1-1,
15b3-1, 15b6-1, 15Ba2-2, 15Bc3-1, 15Ca1-1, 15Ca2-1, 15Cc1-1, and 17a-3, and Advisers Act Rules 203-1, 203-3, and 204-1,
Exchange Act Release No. 57166 (Jan. 17, 2008), 73 FR 4690 (Jan. 28, 2008), available at
https://www.govinfo.gov/content/pkg/FR-2008-01-28/pdf/E8-1171.pdf.
25

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 https://www.govinfo.gov/content/pkg/FR-201805-14/pdf/2018-10227.pdf.
26

See infra, Section 11.

The General Instructions of Form MSDW do not include a Privacy Act Statement.

With respect to the General Instructions of Form MSD, Commission staff made the following typographical revisions: ( 1) in
the fourth sentence of Item L(d), replaced “fact” with “facts;” and (2) added a space following certain words or punctuation
marks throughout (e.g., in the final sentence of Item E, added a space after the comma following the word “so,” and in the final
sentence of Item K, in the clause related to the FDIC, added a space after the comma following “NW” ). With respect to the
General Instructions of Form MSDW, Commission staff made the following typographical revisions: (1) at the end of the
introductory sentence of Item 1, replaced the semicolon with a colon; (2) in Item 3, added the word “the” so the phrase “if
registrant is” now reads “if the registrant is;” (3) in Item 7(a), replaced “Securitie” with “Securities;” and (4) added a space
following certain words or punctuation marks throughout.
29

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Purpose and Use of Information Collection

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 municip al 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.
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,30 Rule 17a-4 thereunder,31 and MSRB Rule G-9.32 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.
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.
3.

Use and Consideration of Information Technology

While the Commission continues to improve its systems for information gathering and
compilation through the increasing use of computer technology, the burden associated with filing
each Form MSD, Form MSDW, and Rule 15Ba2-5 Statement is already negligible. Thus,
improved information technology would likely have little effect in reducing the burden. As
described in Section 8 below, Commission staff is, however, taking under advisement public
comments recommending that the Commission, among other things, convert the bank municipal
30

15 U.S.C. 78q.

17 CFR 240.17a-4.

MSRB Rule G-9 is available at https://www.msrb.org/Rules-and-Interpretations/MSRB-Rules/General/Rule-G-9.

–6–

securities dealer registration regime from paper filing to electronic filing, and make Form MSD and
Form MSDW filings available electronically on EDGAR.
4.

Identifying and Minimizing Duplication

Under the General Instructions of Form MSD, three signed copies of Form MSD must be
filed with the Commission, and an exact copy should be retained by the applicant for its records. 33
In order to avoid unnecessary duplication, Commission staff intends to recommend that the
Commission amend the General Instructions of Form MSD to require only one signed copy of Form
MSD to be filed with the Commission (rather than three).34 In addition, an original signed copy of
the form must be filed with the applicant’s appropriate federal bank regulatory agency, determined
in accordance with section 3(a)(34) of the Exchange Act. 35 In order to avoid unnecessary
duplication with respect to the response to Item 5 of Form MSD, an applicant may submit a copy of
the Form MSD-4, the form that is filed with the appropriate federal bank regulatory agency
regarding individuals associated with the municipal securities dealer, rather than the otherwise
required Schedule A.36 The information requested on Schedules B and C is not available from any
other source and is necessary for the Commission to determine whether to grant an applicant’s
application for registration.
Under the General Instructions of Form MSDW, two signed copies of Form MSDW must
be filed with the Commission before registration as a municipal securities dealer may be
terminated, and an exact copy should be retained by the registrant. 37 In order to avoid
unnecessary duplication, Commission staff intends to recommend that the Commission amend the
General Instructions of Form MSDW to require only one signed copy of Form MSDW to be filed
with the Commission (rather than two). 38 In addition, an original signed copy of the form must be
filed with registrant’s appropriate federal bank regulatory agency, determined in accordance with
section 3(a)(34) of the Exchange Act. 39 The information requested on Form MSDW is not
available from any other source and is necessary for the Commission to determine whether to
issue an order instituting proceedings before the registrant’s notice of withdrawal becomes
effective (e.g., to impose terms or conditions upon such withdrawal). 40
Rule 15Ba2-5 Statements avoid unnecessary duplication by allowing a fiduciary to assume
immediate responsibility for the operation of a registered municipal securities dealer’s business
based only upon the disclosure of information necessary to ensure that the Commission and the
public have adequate information about the fiduciary .

See the General Instructions of Form MSD at Items B & K.

See supra, Section 1.

See the General Instructions of Form MSD at Item K. See also 15 U.S.C. 78c(a)(34).

See the General Instructions of Form MSD at Item L(c).

See the General Instructions of Form MSDW at Items 2 & 3.

See supra, Section 1.

See the General Instructions of Form MSDW at Item 2. See also 15 U.S.C. 78c(a)(34).

See the General Instructions of Form MSDW at Item 1.

–7–

Effect on Small Entities

Approximately 16 bank municipal securities dealers are currently registered with the
Commission, and the Commission estimates that approximately 2 are small businesses. 41
Although some bank municipal securities dealers using Form MSD and Form MSDW may be
characterized as small businesses, the need for information on bank municipal securities dealers (as
described in Section 2 above) is the same regardless of the size of the dealer. Likewise, to the extent
any fiduciaries relying on Rule 15Ba2-5 Statements may be characterized as small businesses, the
need for information on such fiduciaries (as described in Section 2 above) is the same regardless of
the size of the fiduciary.
6.

Consequences of Not Conducting Collection and Obstacles to Reducing Burden

If the collection were not conducted, the Commission would not be able to use Form MSD,
Form MSDW, and Rule 15Ba2-5 Statement information for purposes such as evaluating
applications for registration, evaluating notices of withdrawal from registration, and developing risk
assessment information about bank municipal securities dealers. Also, investors and the public
would not be able to independently obtain or verify information on municipal securities dealers or
their associated persons that they may deem relevant.
In addition, Rule 15Ba2-5 Statements are required only upon the occurrence of a single
event. Therefore, collection could be no less frequent.
7.

Inconsistencies with Guidelines in 5 CFR 1320.5(d)(2)

5 CFR 1320.5(d)(2)(i): It is possible for a respondent to report information to the
Commission more often than quarterly since Rule 15Ba2-1(b) requires respondents to promptly file
amendments to Form MSD if the information contained in the form is or becomes inaccurate, and
Rule 15Bc3-1 provides that, prior to filing a notice of withdrawal from registration on Form
MSDW, respondents must amend Form MSD in accordance with Rule 15Ba2-1(b) to update any
inaccurate information. However, this collection of information is necessary to ensure that the
Commission, investors, and the public have access to current information regardin g municipal
securities dealer registrants.
5 CFR 1320.5(d)(2)(iii): Under the General Instructions of Form MSD, respondents must
file Form MSD “in triplicate” with the Commission.42 In order to avoid unnecessary duplication,
Commission staff intends to recommend that the Commission amend the General Instructions of
Form MSD to require only one signed copy of Form MSD to be filed with the Commission (rather
than three). 43

Under Exchange Act Rule 0-10(f), a bank municipal securities dealer is deemed to be a “small business” or “small organization” if
it: (1) had, or is a department of a bank that had, total assets of less than $10 million at all times during the preceding fiscal year (or in
the time that it has been in business, if shorter); (2) had an average monthly volume of municipal securities transactions in the
preceding fiscal year (or in the time it has been registered, if shorter) of less than $100,000; and (3) is not affiliated with any person
(other than a natural person) that is not a small business or small organization as defined in Rule 240.0 -10. See 17 CFR 240.0-10(f).
41

See the General Instructions of Form MSD at Item K.

See supra, Section 1.

–8–

5 CFR 1320.5(d)(2)(iv): Certain recordkeeping requirements in the General Instructions of
Form MSD and the General Instructions of Form MSDW are indefinite in length. With respect to
Form MSD submissions, Item B of the General Instructions of Form MSD provides that
respondents should “[r]etain one exact copy for your records.” 44 With respect to Form MSDW
submissions, Item 2 of the General Instructions of Form MSDW provides that “[a]n exact copy
should be retained by the registrant.”45 These indefinite record retention requirements are necessary
because the bank municipal securities dealer registration regime is a paper filing regime and: (i) it is
necessary for respondents to retain a reference copy of each Form MSD filing on an indefinite basis
to identify when amendments are required (i.e., when previously submitted information has become
incomplete or inaccurate);46 and (ii) it is necessary for registrants to retain a reference copy of each
Form MSDW filing on an indefinite basis because, among other things, the execution section of
Form MSDW contains a consent to make certain books and records available for examination by
the Commission following withdrawal, and to authorize the person having custody of such books
and records to make them available. 47
8.

Public Comment and Consultations Outside the Agency

The required Federal Register notice with a 60-day comment period soliciting comments on
this collection of information was published. 48 Although not required by the Administrative
Procedure Act, this comment solicitation also invited comments on the potential amendments
described at the end of Section 1 above, i.e., the anticipated 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) that Commission staff identified in the process of
conducting the present PRA analysis.49 The Commission received one comment letter in response

See the General Instructions of Form MSD at B.

See the General Instructions of Form MSDW at Item 2.

See, e.g., the General Instructions of Form MSD at Item H (“The information contained in Form MSD is of a continuing nature
and must be updated or amended periodically in the event any of the information previously submitted to the Commission
becomes incomplete or inaccurate. Where an item is being amended, only those items which are being amended or which have
changed since the previous filing need to be filed, except that a completed page one and a completed execution page, manually
signed, must be filed with each amendment. WHEN ANY ITEM ON A PAGE IS AMENDED, IT IS NECESSARY TO
ANSWER IN FULL ALL OTHER ITEMS ON THE PAGE BEING AMENDED. ”).
46

See Form MSD at Section 11 (“Registrant also consents hereby to make the books and records he is required to preserve by
rule or regulation of the [Commission] or the [MSRB] available for examination by authorized representatives of the
[Commission] during the period such rules require that such books and records be preserved; and hereby authorizes the person
having custody of such books and records to make them available. ”).
47

See Proposed Collection; Comment Request; Revision: Exchange Act Rule 15Ba2 -1 and Form MSD; Revision: Exchange Act
Rule 15Bc3-1 and Form MSDW; Revision: Exchange Act Rule 15Ba2 -5; and Reinstatement With Change: Exchange Act Rule
15Ba2-4, 90 FR 24835 (June 12, 2025), available at https://www.govinfo.gov/content/pkg/FR-2025-06-12/pdf/2025-10646.pdf.
48

See id., 90 FR at 24835-24836 (“Finally, in the process of conducting the PRA analysis reflected in section I below, the
Commission has identified certain technical and/or administrative revisions that it anticipates making to the General Instruc tions
of Form MSD, the General Instructions of Form MSDW, and the Code of Federal Regulations sections associated with Form
MSD (17 CFR 249.1100) and Form MSDW (17 CFR 249.1110). These anticipated revisions are outlined in section II below. . . .
Although the Commission preliminarily finds that these revisions would not require publication for notice and comment under
the Administrative Procedure Act because they relate solely to agency procedures or practice and do not substantially alter t he
rights and obligations of non-agency parties (or, alternatively, because notice and comment would be ‘unnecessary’), the
Commission nonetheless invites comments on the anticipated revisions.”) (citing 5 U.S.C. 553(b)).
49

–9–

to this comment solicitation. 50
As discussed more fully below, 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 below, 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 rela ted to the
municipal securities dealer registration rules. 51 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
(“FINRA”), 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.
Anticipated Technical and Administrative Revisions
With respect to the anticipated technical and administrative revisions identified in the 60Day Notice, the commenter stated that it “strongly supports” these “commonsense
improvements” which would “simplify and streamline” certain filing requirements for Forms
MSD and MSDW.52 In particular, the commenter stated that it “agrees” with amending the
General Instructions to remove the requirement that Form MSD be filed in triplicate and Form
MSDW be filed in duplicate. 53 The commenter questioned, however, whether it is necessary to
amend Item H of the General Instructions of Form MSD to replace “periodically” with
“promptly,” or to add “for any reason” after “inaccurate,” because such amendments “[do] not
provide guidance.” 54
After consideration, Commission staff intends to recommend that the Commission adopt the
Letter from Leslie M. Norwood, Managing Director and Associate General Counsel, and Gerald O’Hara, Vice President and
Assistant General Counsel, Securities Industry and Financial Markets Association (“SIFMA Letter”), August 11, 2025.
50

Commission staff does not commit to take any course of action following further study of these comments.

SIFMA Letter, at 2.

Id.

– 10 –

technical and administrative revisions as proposed, and the Commission has not made any changes
to its burden estimates based on these comments. In response to the comment that the
amendments to Item H of the General Instructions of Form MSD “[do] not provide guidance,” 55
Commission staff notes that those potential amendments are not intended to provide guidance
but rather, as technical revisions, are meant to ensure that the instructions set forth in Item H
align with, and accurately reflect, the obligations set forth in Rule 15Ba2-1(b).56
Ongoing Modernization of Form Instructions and Filing Methods
With respect to identifying potential future revisions, the commenter asserted that the
Commission “need not wait for a PRA collection review, which typically happens every three years,
to modernize form instructions and filing methods” and recommended that the Commission
“continue to review the accuracy and relevance of the forms it requires market participants to
prepare and submit, as well as the instructions to those forms.”57
After consideration, the Commission has not made any changes to its burden estimates
based on these comments. Commission staff does acknowledge, however, that it is beneficial for
the Commission to continuously review Forms MSD and MSDW, and other forms related to the
municipal securities markets, for accuracy, relevance, and potential modernization. Commission
staff will therefore take this recommendation under advisement. Commission staff notes that
interested persons may, at any time, provide comments on the accuracy and relevance of such
forms, as well as the potential modernization of form instructions and filing methods, by contacting
the Commission’s Office of Municipal Securities at 202-551-5680 or munis@sec.gov.
Making Filings Available Electronically on EDGAR
With respect to the accessibility of Form MSD filings, the commenter recommended that
“filed Form MSDs be made available on EDGAR” because, according to the commenter, although
“the filing history” for Form MSD is currently available on EDGAR, the underlying filings are not
accessible.58
After consideration, the Commission has not made any changes to its burden estimates
based on these comments. With respect to the comment that filed Form MSDs are not accessible,
Commission staff notes that, although electronic copies of Form MSD and Form MSDW filings
are not publicly available on EDGAR, the Commission currently makes particular Form MSD
and Form MSDW filings available for inspection by any interested person upon request by, for
example, contacting the Commission’s Office of Municipal Securities at 202-551-5680 or
munis@sec.gov, and specifying which filings the interested person seeks to review. Commission
staff does acknowledge, however, that making scanned copies of all Form MSD and Form
MSDW filings publicly available on EDGAR as a matter of course could, among other benefits,
55

Id.

See 17 CFR 240.15Ba2-1(b) (“If the information contained in any application for registration pursuant to paragraph (a) of this
section, or in any amendment to such application, is or becomes inaccurate for any reason, applicant shall promptly file an amendment
on Form MSD (§ 249.950 of this chapter) correcting such information. ”) (emphasis added).
56

SIFMA Letter, at 2.

Id., at 3.

– 11 –

potentially reduce the burdens of the Commission’s bank municipal securities dealer registration
rules by providing sample filings that respondents could readily review online to aid in the
completion of their own filings. Commission staff will therefore take this recommendation
under advisement.
Converting Paper Filing to Electronic Filing
With respect to the current paper filing requirements for Forms MSD and MSDW, the
commenter recommended that the Commission “create electronic versions of Form MSD and Form
MSDW” and “eliminate the requirement for physical copies.” 59 According to the commenter,
electronic filing would “ease filing burdens”60 and mitigate compliance risks61 for bank municipal
securities dealers, “improve the utility of the forms” for Commission staff and the public,62 and help
“make Forms MSD and MSDW accessible electronically.” 63
After consideration, the Commission has not made any changes to its burden estimates
based on these comments. To the extent this recommendation would require amendments to
Commission rules or forms, Commission staff notes that such amendments would need to be
effected pursuant to a Commission rulemaking and is beyond the scope of the PRA analysis.
Although Commission staff acknowledges that benefits would likely result from converting
Form MSD and Form MSDW submissions from paper filing to electronic filing in EDGAR
(particularly for amendments to Form MSD), staff notes that the benefits do not necessarily
outweigh the costs because, for example: (1) the Commission’s burden associated with developing
electronic filing capabilities for Form MSD and Form MSDW in EDGAR must be weighed against
the relatively small universe of respondents that would benefit from electronic filing (as estimated
herein, only 16 bank municipal securities dealers are currently registered with the Commission, 64
and, on average, only 16 filings are made on these forms each year, including only 1 new
application on Form MSD and only 1 Form MSDW filing65); and (2) if the Commission adopted
electronic filing for Forms MSD and MSDW, bank municipal securities dealers that do not already
have an EDGAR filing account would have to submit a Form ID application to the Commission,66
become acquainted with the EDGAR filing process, and potentially be subject to other burdens and
costs that do not arise from the relatively simple paper filing process that has been in place since the
59

Id.

Id. For example, the commenter asserted that burdens on bank municipal securities dealers, particularly those filing amendments
to Form MSD, would “undoubtedly decrease” if they could access their Form MSD information electronically and make changes to
the form online. Id.
60

See id. (“[B]ank MSDs currently are required to amend Form MSD by changing only the page or pages where there is new
information, along with a signed page one and execution page. This requires bank MSDs, and likely the Commission, to insert
physical copies of the new pages into an older form and maintain the composite current form in their files. While this approach
was likely to ease administrative burdens in the era of paper filing, it is outdated today. It also presents significant compliance
risks to firms that generally have evolved beyond paper when complying with regulatory filing and recordkeeping
requirements.”).
61

Id.

See infra, Section 5.

See infra, Section 12.

See generally SEC, “EDGAR How Do I Guide: Prepare and Submit My Form ID Application for EDGAR Access,”
https://www.sec.gov/submit-filings/filer-support-resources/how-do-i-guides/prepare-submit-my-form-id-application.
66

– 12 –

forms were adopted. Commission staff will therefore take this recommendation under
advisement.
Hours Burden for Form MSD
With respect to the estimated hours burden for Form MSD, the commenter stated that “the
Commission did not provide separate estimates of the time requirements for filers to complete new
applications versus the estimated time it takes filers to complete amendments.” 67 The commenter
also stated that, in contrast to Commission staff’s estimate that the total annual burden to complete
Form MSD is an average of 1.5 hours per respondent, the commenter’s member firms have
estimated that “it takes between 3 to 10 hours annually to update Form MSD.” 68
After consideration, the Commission has not made any changes to its burden estimates
based on these comments. As acknowledged in the 60-Day Notice, the actual burden on a bank
municipal securities dealer to prepare and file a particular Form MSD application or amendment
may depend on a variety of factors (e.g., the size and complexity of the bank municipal securities
dealer’s operations or proposed operations).69 Commission staff also notes that the
Commission’s burden estimate is intended to be an average across all submissions, with the
possibility that certain registrants, depending on events that occur in a given year, may need to
submit more annual amendments to Form MSD than other registrants. Commission staff further
notes that the Commission has estimated the average burden to be 1.5 hours per respondent since
at least as early as 2013,70 and the Commission received no comments during prior PRA renewal
processes in 2013, 2016, 2019, or 2022.71 Commission staff further notes that, although the
commenter provided a quantified alternative estimate related to Form MSD amendments
(“between 3 to 10 hours annually”), the commenter did not provide any specific supporting data
for this purported burden, such as how many of its members were surveyed, how its members
arrived at this estimated range, what the average burden was for the relatively wide numerical
range presented, or why this estimate is representative of the hours burden for the full population
of Form MSD registrants.
For the foregoing reasons, it is the view of Commission staff that the estimate of 1.5
67

SIFMA Letter, at 3.

Id., at 3, note 8.

See, e.g., Proposed Collection; Comment Request; Revision: Exchange Act Rule 15Ba2 -1 and Form MSD; Revision: Exchange
Act Rule 15Bc3-1 and Form MSDW; Revision: Exchange Act Rule 15Ba2-5; and Reinstatement With Change: Exchange Act
Rule 15Ba2-4, 90 FR 24835, 24837 (June 12, 2025), available at https://www.govinfo.gov/content/pkg/FR-2025-06-12/pdf/202510646.pdf (“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.”).
69

See, e.g., Proposed Collection; Comment Request; Extension: Rule 15Ba2-1 and Form MSD, 78 FR 36605, 36606 (June 18,
2013), available at https://www.govinfo.gov/content/pkg/FR-2013-06-18/pdf/2013-14421.pdf (“Based upon past submissions, the
staff estimates that approximately 22 respondents will utilize this application procedure annually. The staff estimates that the
average number of hours necessary to comply with the requirements of Rule 15Ba2 -1 and Form MSD is 1.5 hours per
respondent, for a total burden of 33 hours per year.”).
70

See generally Reginfo.gov, OMB Control Number History: OMB Control Number 3235-0083,
https://www.reginfo.gov/public/do/PRAOMBHistory?ombControlNumber=3235 -0083.
71

– 13 –

hours to prepare and complete each Form MSD filing continues to be reasonable. Commission
staff does acknowledge, however, that depending on the availability of specific supporting data,
it could potentially be useful in future PRA extensions to separately estimate the time
requirements for filers to complete new applications versus the estimated time it takes filers to
complete amendments. Commission staff will therefore take that recommendation under
advisement.
Reducing Regulatory Duplication for Bank Municipal Securities Dealers and Other
Registrants in the Municipal Securities Markets
With respect to the filing requirements for bank municipal securities dealers across
regulators, the commenter asserted that “regulatory duplication” exists because, for example: (1)
bank municipal securities dealers must file an original signed copy of Form MSD and Form MSDW
with multiple federal financial regulators (i.e., the Commission and the appropriate federal bank
regulatory agency),72 and (2) in addition to filing Forms MSD and MSDW with the Commission,
bank municipal securities dealers must file federal bank regulatory agency Forms MSD-4 and
MSD-5 with the appropriate federal bank regulatory agency, and both sets of forms “call for
certain information about individuals.”73 The commenter recommended that “[t]he Commission
and the other relevant financial regulators should work together to streamline these filing
requirements, including by creating a single common electronic form that includes the information
necessary for regulators to appropriately monitor the activities of bank municipal securities
dealers.” 74
More broadly, the commenter asserted that “there is significant regulatory duplication and
redundancy via forms calling for similar information that market participants in the municipal
securities markets are required to send to a variety of different federal securities and banking
regulators,” 75 which “create[s] significant administrative burdens and regulatory risks without
countervailing benefits to regulators.”76 The commenter recommended that “the Commission . . .
continue to work with FINRA, the MSRB, and the relevant banking regulators to ensure a
coordinated effort to reduce the regulatory burdens on all municipal securities dealers while
increasing transparency.” 77 In particular, the commenter referenced certain registration forms
applicable to brokers, dealers, municipal securities dealers, municipal advisors, and their associated
persons,78 and recommended “harmonizing these forms across regulatory entities” 79 or, at a
72

SIFMA Letter, at 3.

Id., at 3-4. As the commenter acknowledged, in order to avoid unnecessary duplication with respect to the response to Item 5 of
Form MSD, an applicant may submit a copy of the Form MSD-4, the form that is filed with the appropriate federal bank regulatory
agency regarding individuals associated with the municipal securities dealer, rather than the otherwise required Schedule A. See id., at
4 (“bank municipal securities dealers may use their Form MSD-4 filed with the bank regulatory agencies if it satisfies the
requirements of Forms MSD/MSDW”).
73

Id.

The commenter stated, for example, that “FINRA’s Form BD collects information similar to MSRB’s Form A-12 and the
SEC’s Form MA for registered entities,” and “FINRA’s form U-4, the banking regulators’ Form MSD-4, and the Commission’s
Form MA-I also collect similar information on associated persons such as name, firm name, location, address, and
qualifications.” Id.
78

Id.

– 14 –

minimum, “increas[ing] access and connectivity to each other’s electronic databases containing this
information so that live links can direct market participants to one set of source data.” 80
After consideration, the Commission has not made any changes to its burden estimates
based on these comments. To the extent these recommendations would require amendments to
Commission rules or forms, Commission staff notes that amendments would need to be effected
pursuant to a Commission rulemaking and is beyond the scope of the PRA analysis. Commission
staff does acknowledge, however, that it would be beneficial for the Commission to work with
FINRA, the MSRB, and the Federal Reserve Board, FDIC, and OCC to: (1) 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;
(2) potentially harmonize such forms and streamline filing requirements across regulators, including
for bank municipal securities dealers; and (3) potentially provide market participants with a single
set of statistics and data consolidated across such forms. Commission staff will therefore take these
recommendations under advisement. 81
9.

Payment or Gift to Respondents

Not applicable.
10. Assurance of Confidentiality and Privacy
The information collection collects elements of PII that is covered by the EDGAR Privacy
Impact Assessment (“EDGAR PIA”). 82 No information of a sensitive nature, including social
security numbers, will be required under this collection of information. Additionally, the agency
has determined that the information collection does not constitute a system of record for purposes of
the Privacy Act. 83 Information is not retrieved by a personal identifier. No assurances of
confidentiality have been provided.
11. Collection Questions of a Sensitive Nature
Not applicable.
12. Estimated Time Burden and Its Cost Equivalent
a. Form MSD
Form MSD is a one-time registration form that is used for new applications (Rule 15Ba2 80

Id.

81 As

an initial step to more holistically consider the burdens of the municipal securities dealer registration rules, the Commission
is presently requesting approval to: (1) consolidate the information collections under the four OMB control numbers enumerated
above into a single control number (revised OMB Control No. 3235-0083); and (2) designate revised OMB Control No. 32350083 as a “common form” for purposes of PRA submissions because the Federal Reserve Board, FDIC, and OCC each use Form
MSD and Form MSDW in addition to the Commission . See supra, note 1.
82

See EDGAR PIA (last updated Mar. 6, 2025), available at https://www.sec.gov/about/privacy/pia/pia-edgar.pdf.

As reflected in Section 1 above, Commission staff has revised the General Instructions of Form MSD to strike the “Privacy Act
Statement” that previously appeared as Item M.
83

– 15 –

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, th e Commission
estimates that on an annual basis approximately 1 respondent will use Form MSD for a new
application, 84 approximately 13 respondents will use Form MSD for an amendment, 85 and
approximately 1 respondent will use Form MSD for a successor application, 86 for a total of
approximately 15 respondents per year. 87
The time required to complete Form MSD varies with the size and complexity of the bank
municipal securities dealer’s operations (or proposed operations). Commission staff understands
that it can take up to 15 hours for a bank with a large operation and many employees to complete
the form, but that smaller banks with fewer personnel can complete the form in 1 to 2 hours. Most
recent new applications have come from smaller banks. Also, amendments to Form MSD are likely
to require significantly less time to complete. Accordingly, Commission staff estimates that the
total annual burden is currently approximately 23 hours at an average of 1.5 hours per respondent.
(15 respondents/year x 1.5 hours/respondent = 22.5 hours/year, rounded up to 23 hours/year).
The staff estimates that the average internal compliance cost per hour is approximately
Therefore, the estimated total annual internal cost of compliance is approximately $10,511
per year (23 hours/year x $457/hour = $10,511/year), or approximately $700.73 per response
($10,511/year ÷ 15 responses/year = $700.73).
$457.88

b. 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, 89 with a total hour burden for all respondents of approximately 1 hour
84 Average

new applications on Form MSD per year over the last three years: (0 (2022) + 1 (2023) + 0 (2024) = 1) ÷ 3 years =
0.33, rounded up to 1.
85 Average amendments on

Form MSD per year over the last three years: (16 (2022) + 10 (2023) + 12 (2024) = 38) ÷ 3 years =

12.67, rounded up to 13.
86 Average successor

applications on Form MSD per year over the last three years: (0 (2022) + 0 (2023) + 0 (2024) = 0) ÷ 3 years
= 0, but estimated at 1 to account for potential burden.
Total estimated Form MSD filings per year: 1 estimated new application + 13 estimated amendments + 1 estimated successor
application = 15 Form MSD filings.
87

The estimate of $457 per hour is for a compliance attorney, based on the Securities Industry and Financial Markets
Association’s Management & Professional Earnings in the Securities Industry 2013, modified by Commission staff to account for
an 1800-hour work-year and inflation, and multiplied by 5.35 to account for bonuses, firm size, employee benefits and overhead.
88

89 Average

Form MSDW filings per year over the last three years: (1 (2022) + 1 (2023) + 1 (2024) = 3) ÷ 3 years = 1.

– 16 –

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
$457.90 Therefore, the estimated total annual internal cost of compliance is approximately $229
per year (0.5 hours/year x $457/hour = $228.5/year, rounded up to $229/year), or approximately
$229 per response ($229/year ÷ 1 response/year = $229).
c. Rule 15Ba2-5 Statements
The burden of information collection is estimated to involve approximately 1 respondent
making 1 response per year for both bank and non -bank municipal securities dealers. The
response is estimated to require an average of 4 hours. Thus, the total compliance burden is
estimated to be 4 hours per year. This burden is a one-time reporting burden.
A Rule 15Ba2-5 statement must set forth as to the fiduciary substantially the same
information required by Form MSD or Form BD. Accordingly, Commission staff estimates that
the approximate internal cost of compliance per hour is the same as Form MSD above ($457),
resulting in a total annual internal compliance cost of approximately $1,828 (4 hours/year x
$457/hour), or approximately $1,828 per response ($1,828/year ÷ 1 response/year = $1,828).
d. Summary of Hourly Burdens
The table below summarizes the Commission’s estimates of the total hourly reporting
burden for all bank municipal securities dealer respondents related to filings of Form MSD, Form
MSDW, and Rule 15Ba2-5 Statements.
REPORTING BURDEN ESTIMATES
Annual
Number of
Hours
Responses Responses
Per
Per
Response
Respondent

Cost Per
Response

Annual
Time
Burden
(Hours)

Annual
Cost
Burden
($)

Form MSD

1.5

$700.73

$10,511

Form MSDW

$229

Rule 15Ba2-5
Statements

$1,828

TOTALS

$12,568

– 17 –

13. Estimated Additional Cost Burden
Not applicable. The Commission does not believe that respondents will incur any costs in
filing a Form MSD, Form MSDW, or Rule 15Ba2-5 Statement other than the internal compliance
costs identified above in Section 12.
14. Annual Cost to the Federal Government
Not applicable. Currently, there are no developmental costs associated with Form MSD,
Form MSDW, or Rule 15Ba2-5 Statements. The Commission receives approximately 15 Form
MSD filings per year, 1 Form MSDW filing per year, and 1 Rule 15Ba2 -5 Statement per year.
Processing or reviewing these filings does not require the Commission to hire any new employees
or relocate any existing employees. This is done by existing staff as part of their regular duties.
15. Reasons for Changes in Burden
The Commission has revised its estimates of time burdens based upon: (1) the
reinstatement of OMB Control No. 3235-0089 (Rule 15Ba2-4);91 (2) the consolidation of the
four OMB Control Numbers enumerated above into OMB Control No. 3235 -0083;92 and (3)
actual registration data obtained since the prior PRA renewal process in 2022.
•

Form MSD: The increase in annual time burden for this collection is due to the estimated
average number of respondents increasing by 8, from approximately 7 to approximately 15.
This change is derived from recently obtained data showing that, on average, the numb er of
amendments filed on Form MSD increased by 7. In addition, Commission staff estimates
that approximately 1 respondent will use Form MSD for a successor application under
Rule 15Ba2-4 each year.

•

Form MSDW: Not applicable. The burden is the same as the previous submission.

•

Rule 15Ba2-5 Statements: Not applicable. The burden is the same as the previous
submission.

The Commission has revised its estimates of cost burdens to include cost equivalents of
the time burdens estimated in Section 12 above.
•

Form MSD: The increase in annual cost burden for this collection from $0 to $10,511 is
due to the inclusion of an estimated average of $700.73 in internal compliance costs per
response, with 15 estimated responses per year.

•

Form MSDW: The increase in annual cost burden for this collection from $0 to $229 is due
to the inclusion of an estimated average of $229 in internal compliance costs per response,
with 1 estimated response per year.

See supra, note 1.

– 18 –

•

Rule 15Ba2-5 Statements: The increase in annual cost burden for this collection from $0 to
$1,828 is due to the inclusion of an estimated average of $1,828 in internal compliance
costs per response, with 1 estimated response per year.
16. Plans for Publishing Results
Not applicable. The information collection is not used for statistical purposes.
17. Approval to Omit Display of OMB Expiration Date
The Commission is not seeking approval to omit the expiration date.
18. Exceptions to the Certification for Paperwork Reduction Act Submissions

With the exception of 5 CFR 1320.9(b),93 this collection complies with the requirements in
5 CFR 1320.9. In order to avoid unnecessary duplication, Commission staff intends to recommend
that the Commission amend the General Instructions of Form MSD to require only one signed copy
of Form MSD to be filed with the Commission (rather than three),94 and to amend the General
Instructions of Form MSDW to require only one signed copy of Form MSDW to be filed with the
Commission (rather than two). 95
B.

COLLECTIONS OF INFORMATION EMPLOYING STATISTICAL METHODS
This collection does not involve statistical methods.

See 5 CFR 1320.9(b) (“the proposed collection of information . . . [i]s not unnecessarily duplicative of information otherwise
reasonably accessible to the agency”).
93

See supra, Section 4.

See supra, id.

– 19 –

File Type	application/pdf
Author	Newman, Matthew
File Modified	2025-09-03
File Created	2025-09-03