Federal Register 30-day Notice

Federal Register / Vol. 90, No. 171 / Monday, September 8, 2025 / Notices
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.26
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–17104 Filed 9–5–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[OMB Control No. 3235–0469]

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Agency Information Collection
Activities; Submission for OMB
Review; Comment Request; Extension:
Rule 17Ad–17
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.), the Securities
and Exchange Commission (SEC or
‘‘Commission’’) is submitting to the
Office of Management and Budget
(‘‘OMB’’) this request for an extension of
the proposed collection of information.
Rule 17Ad–17, 17 CFR 240.17Ad–17,
requires certain transfer agents and
broker-dealers to make two searches for
the correct address of lost
securityholders using an information
database without charge to the lost
securityholders. In addition, paying
agents are required to attempt to notify
lost payees at least once. In addition, the
entities also are required to maintain
records relating to the searches and
notifications. The Commission staff
estimates that the rule applies to
approximately 489 broker dealers and
transfer agents, and 3,106 paying agent
entities, including carrying firms,
transfer agents, indenture trustees,
custodians, and approximately 10% of
issuers. The Commission staff estimates
that the total annual burden for searches
is approximately 183,813 hours and the
total annual burden for paying agent
notifications is approximately 38,913
hours. In addition, approximately 5,968
burden hours are associated with
recordkeeping, representing an annual
burden of 4,411 hours for the brokerdealers and transfer agents, and 1,557
for paying agents. The Commission staff
estimates that the aggregate annual
burden is therefore approximately
228,694 hours (183,813 + 38,913 +
5,968).
In addition, the Commission staff
estimates that covered entities will
incur costs of approximately $6,617,298
26 17

16:41 Sep 05, 2025

Dated: September 3, 2025.
Sherry R. Haywood,
Assistant Secretary.

Jkt 265001

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 related to the
mandatory collections of information
provided for in the following rules and
forms under the Securities Exchange
Act of 1934 (15 U.S.C. 78a et seq.)
(‘‘Exchange Act’’): (1) Rule 15Ba2–1 (17
CFR 240.15Ba2–1) and Form MSD 1 (17
CFR 249.1100) (OMB Control No. 3235–
0083); (2) Rule 15Bc3–1 (17 CFR
240.15Bc3–1) and Form MSDW 2 (17
CFR 249.1110) (OMB Control No. 3235–
0087); (3) Rule 15Ba2–5 (17 CFR
240.15Ba2–5) (OMB Control No. 3235–
0088); and (4) Rule 15Ba2–4 (17 CFR
240.15Ba2–4) (OMB Control No. 3235–
0089).
Because each information collection
relates to the registration of municipal
securities dealers, the Commission
believes that it would promote
efficiency to consolidate these
information collections into a single
control number—revised OMB Control
No. 3235–0083—and discontinue the
other three control numbers upon OMB
approval. The Commission is therefore
submitting the existing information
collections (OMB Control Nos. 3235–
0083, 3235–0087, and 3235–0088) to
OMB for revision, extension, and
approval, and seeking OMB approval to
temporarily reinstate, with change,
inactive OMB Control No. 3235–0089
prior to its discontinuation. The
Commission is also requesting approval
to designate revised OMB Control No.
3235–0083 as a ‘‘common form’’ for
purposes of PRA submissions 3 because

[FR Doc. 2025–17113 Filed 9–5–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[OMB Control No. 3235–0083; OMB Control
No. 3235–0087; OMB Control No. 3235–
0088; and OMB Control No. 3235–0089]

Agency Information Collection
Activities; Submission for OMB
Review; 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
Upon Written Request, Copies Available
From: Securities and Exchange

CFR 200.30–3(a)(12).

VerDate Sep<11>2014

annually, primarily as payment to third
party data base providers that will
search for the missing securityholders.
The retention period for the
recordkeeping requirement under Rule
17Ad–17 is not less than three years.
The recordkeeping requirement under
this rule is mandatory to assist the
Commission in monitoring compliance
with the rule. This rule does not involve
the collection of confidential
information.
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
unless it displays a currently valid OMB
Control Number.
Written comments are invited on: (a)
whether this proposed collection of
information is necessary for the proper
performance of the functions of the SEC,
including whether the information will
have practical utility; (b) the accuracy of
the SEC’s estimate of the burden
imposed by the proposed collection of
information, including the validity of
the methodology and the assumptions
used; (c) ways to enhance the quality,
utility, and clarity of the information to
be collected; and (d) ways to minimize
the burden of the collection of
information on respondents, including
through the use of automated, electronic
collection techniques or other forms of
information technology.
The public may view and comment
on this information collection request
at: https://www.reginfo.gov/public/do/
PRAViewICR?ref_nbr=202506-3235-007
or email comment to
MBX.OMB.OIRA.SEC_desk_officer@
omb.eop.gov within 30 days of the day
after publication of this notice, by
October 9, 2025.

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1 Form MSD and the General Instructions of Form
MSD are available at https://www.sec.gov/about/
forms/formmsd.pdf.
2 Form MSDW and the General Instructions of
Form MSDW are available at https://www.sec.gov/
files/formmsdw.pdf.
3 See ROCIS PRA Module User Guide v. 8.2, at
110–111 (Mar. 2024), available at https://
www.rocis.gov/rocis/viewResources.do (‘‘A
‘common form’ is an information collection that can
be used by two or more agencies, or governmentwide, for the same purpose. The Common Forms
Module [in ROCIS] allows a ‘host’ agency to obtain
[OMB] approval of an information collection for use
by one or more ‘using’ agencies. After OMB grants
approval, any prospective using agency that seeks
to collect identical information for the same
purpose can obtain approval to use the ‘common
form’ by providing its agency-specific information
to OMB (e.g., burden estimates and number of
respondents). . . . The host agency will indicate in
the Federal Register notices that it is requesting
approval of a common form and, if known, identify
other agencies that may use the information

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Federal Register / Vol. 90, No. 171 / Monday, September 8, 2025 / Notices

the Board of Governors of the Federal
Reserve System (‘‘Federal Reserve
Board’’), the Federal Deposit Insurance
Corporation (‘‘FDIC’’), and the Office of
the Comptroller of the Currency
(‘‘OCC’’) each use Form MSD and Form
MSDW in addition to the Commission.4
Finally, in the process of conducting
the PRA analysis reflected below: (1) the
Commission determined that the
information collection does not
constitute a system of record for
purposes of the Privacy Act, and
Commission staff has therefore revised
the General Instructions of Form MSD to
strike Item M, ‘‘Privacy Act Statement,’’
in its entirety; 5 (2) Commission staff has
revised the General Instructions of Form
MSD and the General Instructions of
Form MSDW to correct certain minor
typographical errors; 6 and (3) as
described further below, Commission
staff has determined that it would be
prudent to recommend that the
Commission adopt certain technical
and/or administrative revisions to the
General Instructions of Form MSD, the
General Instructions of Form MSDW,
and the Code of Federal Regulations
sections associated with Form MSD (17
CFR 249.1100) and Form MSDW (17
CFR 249.1110).

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Rule 15Ba2–1, Rule 15Ba2–4, and Form
MSD
The Exchange Act regulates the
nation’s securities markets and the
securities professionals who participate
in those markets. The Securities Acts
Amendments of 1975 (the ‘‘1975
collection. Both the Federal Register notices and
the ICR should account only for the burden
imposed by the host agency’s use of the common
form. Once the host agency has received approval
from OMB, any agency will be able to request OMB
approval for its use of the common form in ROCIS
by providing its agency specific information to
OMB (e.g., burden estimates and number of
respondents). Additional public notice by those
agencies will not be required.’’).
4 See the General Instructions of Form MSD at
Item K, and the General Instructions of Form
MSDW at Item 2.
5 The General Instructions of Form MSDW do not
include a Privacy Act Statement.
6 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.

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16:41 Sep 05, 2025

Jkt 265001

Amendments’’) amended the Exchange
Act to establish a framework for the
regulation of the activities of municipal
securities brokers and dealers.7
Under Section 15B(a) of the Exchange
Act (15 U.S.C. 78o–4(a)), as added by
the 1975 Amendments, municipal
securities dealers which are banks,8 or
separately identifiable departments or
divisions of banks 9 (collectively, ‘‘bank
municipal securities dealers’’) are
required to be registered with the
Commission in accordance with such
rules as the Commission may prescribe
as necessary or appropriate in the public
interest or for the protection of
investors.
In October 1975, the Commission
adopted Rule 15Ba2–1 and Form
MSD.10 Rule 15Ba2–1 implements
Section 15B(a)(1) and (2) of the
Exchange Act by providing that an
application for registration by a bank
municipal securities dealer must be
filed on Form MSD. Rule 15Ba2–1
further provides that if the information
contained in any application for
registration on Form MSD, or in any
amendment to such application, is or
becomes inaccurate for any reason, the
applicant must promptly file an
amendment on Form MSD correcting
such information.
In July 1976, the Commission adopted
Rule 15Ba2–4.11 Rule 15Ba2–4
implements Section 15B(a)(1) and (2) of
the Exchange Act by permitting the
successor to a registered municipal
securities dealer to assume immediate
responsibility for the operation of the
predecessor’s business.12 Without the
7 See Public Law 94–29, 89 Stat. 97, available at
https://www.govinfo.gov/content/pkg/STATUTE89/pdf/STATUTE-89-Pg97.pdf.
8 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’’).
9 See MSRB Rule G–1 (defining the term
‘‘separately identifiable department or division of a
bank’’ and 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).
10 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/
1977/34-11742.pdf.
11 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.
12 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

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rule, the successor would not be able to
assume operation until it registered as a
municipal securities dealer. Under the
rule, as amended,13 the registration of
the predecessor is deemed to remain
effective as the registration of the
successor, provided that that the
successor, within 30 days after such
succession, files an application for
registration on Form MSD, and the
predecessor files a notice of withdrawal
from registration on Form MSDW;
however, the registration of the
predecessor will cease to be effective as
the registration of the successor 45 days
after the application for registration on
Form MSD filed by such successor. As
amended, the rule also provides that, if
the succession is based solely on a
change in the predecessor’s date or state
of incorporation, form of organization,
or composition of a partnership, the
successor may, within 30 days after the
succession, amend the registration of
the predecessor dealer on Form MSD to
reflect these changes. Such amendment
is deemed to be an application for
registration filed by the predecessor and
adopted by the successor.
In August 1980, the Commission
adopted amendments to Form MSD 14
that: (1) amend Form MSD’s definition
of the phrase ‘‘municipal securities
dealer activities’’ in the instructions to
Form MSD to conform to the definition
of that term in MSRB Rule G–1; (2)
allow, under certain circumstances,
bank municipal securities dealers to
substitute Schedule A of Form MSD
with Form MSD–4 filed with the bank
regulatory agencies; 15 and (3) make
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 See Registration of Successors to BrokerDealers and Investment Advisers, Exchange Act
Release No. 31661 (Dec. 28, 1992), 58 FR 7, 7–8
(Jan. 4, 1993), available at https://archives.federal
register.gov/issue_slice/1993/1/4/6-11.pdf#page=2
(‘‘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).’’).
14 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.
15 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 representative

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certain technical changes in Form MSD,
including a change that facilitates the
processing of registration forms filed by
successor applicants (applicants which
intend to succeed to and continue the
business of another registered municipal
securities dealer) by requiring that such
applicants check a box on the form
indicating their successor status.
The Commission has also adopted
amendments that: (1) in July 1985,
added a Privacy Act Statement to the
General Instructions of Form MSD; 16 (2)
in June 1997, removed language in the
General Instructions of Form MSD that
permitted the voluntary provision of
social security numbers; 17 (3) in January
2008, revised the General Instructions of
Form MSD to update the current list of
agencies with which the forms must be
filed to include the OTS, and to update
the addresses of the agencies listed on
the forms; 18 and (4) in April 2018,
revised Schedule A of Form MSD to
remove certain Personally Identifiable
Information (‘‘PII’’), namely references
to date of birth and place of birth.19
The Commission uses the information
obtained from Form MSD filings to,
among other things, determine whether
bank municipal securities dealers meet
the standards for registration set forth in
the Exchange Act, make information
about particular bank municipal
securities dealers available to customers
and members of the public, and develop
risk assessment information about bank
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.federal
reserve.gov/reportforms/forms/Form_MSD420190731_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/MSRBRules/General/Rule-G-7.
16 See Technical Revision of Form MSD, Exchange
Act Release No. 22208 (July 2, 1985), 50 FR 29948
(July 23, 1985), available at https://archives.federal
register.gov/issue_slice/1985/7/23/2993529955.pdf#page=12.
17 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.
18 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-2008-0128/pdf/E8-1171.pdf.
19 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.

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16:41 Sep 05, 2025

Jkt 265001

municipal securities dealers. The
information is also made available for
inspection by any interested person
because it is important to give investors
and the public an independent means of
obtaining or verifying information that
they may deem relevant regarding,
among other things, the municipal
securities dealer’s operations,
management, and disciplinary history,
and the qualifications and disciplinary
history of management, supervisory,
and certain other persons associated
with the municipal securities dealer,
with whom they may be entrusting a
substantial portion of their assets.
Certain identifying information for Form
MSD filings (e.g., entity name, filing
date, and document control number to
facilitate inspection) is also routinely
made available to the public on the
Commission’s Electronic Data
Gathering, Analysis, and Retrieval
(‘‘EDGAR’’) website. No assurances of
confidentiality are provided with
respect to Form MSD.
Form MSD is a one-time registration
form that is used for new applications
(Rule 15Ba2–1(a)) and successor
applications (Rule 15Ba2–4(a)). Form
MSD must be amended only if
information contained in the form is, or
becomes, inaccurate (Rule 15Ba2–1(b)),
or to update any inaccurate information
prior to filing a notice of withdrawal on
Form MSDW (Rule 15Bc3–1(a)). Form
MSD may also be amended to reflect
changes where a succession is based
solely on a change in the predecessor’s
date or state of incorporation, form of
organization, or composition of a
partnership (Rule 15Ba2–4(b)).
Based upon past submissions of 0
new applications, 16 amendments, and
0 successor applications in 2022, 1 new
application, 10 amendments, and 0
successor applications in 2023, and 0
new applications, 12 amendments, and
0 successor applications in 2024, the
Commission estimates that on an annual
basis approximately 1 respondent will
use Form MSD for a new application,20
approximately 13 respondents will use
Form MSD for an amendment,21 and
approximately 1 respondent will use
Form MSD for a successor application,22
20 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.
21 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.
22 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.

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43277

for a total of approximately 15
respondents per year.23
The time required to complete Form
MSD varies with the size and
complexity of the bank municipal
securities dealer’s operations (or
proposed operations). Commission staff
understands that it can take up to 15
hours for a bank with a large operation
and many employees to complete the
form, but that smaller banks with fewer
personnel can complete the form in 1 to
2 hours. Most recent new applications
have come from smaller banks. Also,
amendments to Form MSD are likely to
require significantly less time to
complete. Accordingly, Commission
staff estimates that the total annual
burden is currently approximately 23
hours at an average of 1.5 hours per
respondent. (15 respondents/year × 1.5
hours/respondent = 22.5 hours/year,
rounded up to 23 hours/year).
The staff estimates that the average
internal compliance cost per hour is
approximately $457.24 Therefore, the
estimated total annual internal cost of
compliance is approximately $10,511
per year (23 hours/year × $457/hour =
$10,511/year). The Commission does
not believe that respondents will incur
any costs in filing a Form MSD other
than the internal compliance cost
identified above.
Rule 15Bc3–1 and Form MSDW
Under Section 15B(c) of the Exchange
Act (15 U.S.C. 78o–4(c)), as added by
the 1975 Amendments, any registered
municipal securities dealer may, upon
such terms and conditions as the
Commission may deem necessary in the
public interest or for the protection of
investors, withdraw from registration by
filing a written notice of withdrawal
with the Commission.
In July 1976, the Commission adopted
Rule 15Bc3–1 and Form MSDW.25 Rule
15Bc3–1 implements Section 15B(c)(3)
of the Exchange Act by providing that
bank municipal securities dealers that
wish to withdraw from registration must
file a notice of withdrawal from
23 Total estimated Form MSD filings per year: 1
estimated new application + 13 estimated
amendments + 1 estimated successor application =
15 Form MSD filings.
24 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.
25 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.

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registration on Form MSDW.26 Rule
15Bc3–1 further provides that, prior to
filing a notice of withdrawal from
registration on Form MSDW, a bank
municipal securities dealer must amend
Form MSD in accordance with Rule
15Ba2–1(b) to update any inaccurate
information.
In April 1999, the Commission
adopted amendments that revised Rule
15Bc3–1 to provide municipal securities
dealers adequate flexibility to bring
their business operations to an orderly
close in circumstances in which the 60day period previously provided under
Rule 15Bc3–1 would not be sufficient,
and to provide the Commission greater
flexibility in concluding investigations
of municipal securities dealers before
they complete the withdrawal process.27
In January 2008, the Commission
adopted amendments that revised the
General Instructions of Form MSDW to
update the current list of agencies with
which the forms must be filed to
include the OTS, and to update the
addresses of the agencies listed on the
forms.28
The Commission uses information
obtained from Form MSDW filings to,
among other things, determine whether
it is in the public interest to permit a
bank municipal securities dealer to
withdraw its registration. The
information is also made available for
inspection by any interested person
because it is important to give the
municipal securities dealer’s customers
and the public an independent means of
obtaining or verifying information that
they may deem relevant, including
whether the registrant owes money or
securities to any customer in connection
with its activities as a municipal
26 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.
27 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).
28 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-2008-0128/pdf/E8-1171.pdf.

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securities dealer, whether the registrant
is involved in any legal action or
proceeding, whether there are any
unsatisfied judgments or liens against
the registrant, and the name and address
of the person who has or will have
custody or possession of the registrant’s
books and records that are required to
be preserved pursuant to Section 17(a)
of the Exchange Act (15 U.S.C. 78q),
Rule 17a–4 thereunder (17 CFR
240.17a–4), and MSRB Rule G–9.29
Certain identifying information for Form
MSDW filings (e.g., entity name, filing
date, and document control number to
facilitate inspection) is also routinely
made available to the public on the
Commission’s EDGAR website. No
assurances of confidentiality are
provided with respect to Form MSDW.
The Commission estimates that the
average amount of time necessary to
complete Form MSDW is approximately
0.5 hours. Based upon past submissions
of 1 filing in 2022, 1 filing in 2023, and
1 filing in 2024, the Commission
estimates that approximately 1
respondent will use Form MSDW
annually,30 with a total hour burden for
all respondents of approximately 1 hour
per year (0.5 hours rounded up to 1).
This estimate is based on the
Commission staff’s experience in
administering the form.
The staff estimates that the average
internal compliance cost per hour is
approximately $457.31 Therefore, the
estimated total annual internal cost of
compliance is approximately $229 per
year (0.5 hours/year × $457/hour =
$228.5/year, rounded up to $229/year).
The Commission does not believe that
respondents will incur any costs in
filing a Form MSDW other than the
internal compliance cost identified
above.
Rule 15Ba2–5 and Rule 15Ba2–5
Statements
In July 1976, the Commission adopted
Rule 15Ba2–5.32 Rule 15Ba2–5
implements Section 15B(a) of the
29 MSRB Rule G–9 is available at https://
www.msrb.org/Rules-and-Interpretations/MSRBRules/General/Rule-G-9.
30 Average Form MSDW filings per year over the
last three years: (1 (2022) + 1 (2023) + 1 (2024) =
3) ÷ 3 years = 1.
31 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.
32 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.

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Exchange Act by permitting a duly
appointed (or duly qualified) fiduciary
to assume immediate responsibility for
the operation of a registered municipal
securities dealer’s business. Without the
rule, the fiduciary would not be able to
assume operation until it registered as a
municipal securities dealer. Under the
rule, the registration of a municipal
securities dealer is deemed to be the
registration of any executor,
administrator, guardian, conservator,
assignee for the benefit of creditors,
receiver, trustee in insolvency or
bankruptcy, or other fiduciary,
appointed or qualified by order,
judgment, or decree of a court of
competent jurisdiction to continue the
business of such municipal securities
dealer, provided that such fiduciary
files with the Commission, within 30
days after entering upon the
performance of his duties, a statement
setting forth as to such fiduciary
substantially the same information
required by Form MSD or Form BD
(‘‘Rule 15Ba2–5 Statement’’). The Rule
15Ba2–5 Statement is necessary to
ensure that the Commission and the
public have adequate information about
the fiduciary.
The Commission uses the information
obtained from Rule 15Ba2–5 Statements
to, among other things, determine
whether the fiduciary meets the
standards for registration set forth in the
Exchange Act and develop risk
assessment information about bank
municipal securities dealers. No
assurances of confidentiality are
provided with respect to Rule 15Ba2–5
Statements.
The burden of information collection
is estimated to involve approximately 1
respondent making 1 response per year
for both bank and non-bank municipal
securities dealers. The response is
estimated to require an average of 4
hours. Thus, the total compliance
burden is estimated to be 4 hours per
year. This burden is a one-time
reporting burden.
A Rule 15Ba2–5 statement must set
forth as to the fiduciary substantially the
same information required by Form
MSD or Form BD. Accordingly,
Commission staff estimates that the
approximate internal cost of compliance
per hour is the same as Form MSD
above ($457), resulting in a total annual
internal compliance cost of
approximately $1,828 (4 hours/year ×
$457/hour).
The Commission does not believe that
respondents will incur any costs in
filing a Rule 15Ba2–5 Statement other
than the internal compliance cost
identified above.

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Federal Register / Vol. 90, No. 171 / Monday, September 8, 2025 / Notices
Recommendation To Adopt Additional
Technical and/or Administrative
Amendments
In the process of conducting the
present PRA analysis, Commission staff
has determined that it would be prudent
to recommend that the Commission
adopt certain technical and/or
administrative revisions to the General
Instructions of Form MSD, the General
Instructions of Form MSDW, and the
Code of Federal Regulations sections
associated with Form MSD (17 CFR
249.1100) and Form MSDW (17 CFR
249.1110). If adopted, these potential
revisions would, among other things: (1)
require only one copy of Form MSD and
Form MSDW to be filed with the
Commission (rather than three copies of
Form MSD and two copies of Form
MSDW); (2) provide online locations
where Forms MSD, MSDW, and BD are
available (rather than physical
locations); (3) update certain citations to
MSRB Rule G–1 (including updating the
definition of ‘‘municipal securities
dealer activities’’ in Form MSDW to cite
to MSRB Rule G–1); (4) update certain
language to reflect amended versions of
the rules; (5) update the OCC’s mailing
address; (6) strike references to the
former OTS and its jurisdiction; and (7)
update the OCC’s jurisdiction as the
appropriate regulatory agency for
federal savings associations and
departments or divisions of such
savings associations.
Consultations Outside the Agency
The required Federal Register notice
with a 60-day comment period soliciting
comments on this collection of
information was published.33 Although
not required by the Administrative
Procedure Act, this comment
solicitation also invited comments on
the potential technical and/or
administrative revisions amendments
described above.34 The Commission

khammond on DSK9W7S144PROD with NOTICES

33 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.
34 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
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).
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

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received one comment letter in response
to this comment solicitation.35 Although
Commission staff appreciates the
information received from this
commenter, it is the view of staff that
the estimates contained in the Federal
Register notice remain valid and the
staff has not made any changes to the
Commission’s burden estimates based
on these comments. As discussed more
fully in the Supporting Statement,36 it is
the view of Commission staff that most
of the comments received either: (i)
supported the anticipated technical and
administrative revisions identified in
the 60-Day Notice; (ii) addressed the
information collection burden generally
but did not provide any specific
supporting data related to the burden; or
(iii) recommended changes to rules and
forms that would likely need to be
effected pursuant to a Commission
rulemaking and are therefore beyond the
scope of the PRA analysis.
Nonetheless, as discussed more fully
in the Supporting Statement,37
Commission staff has determined to take
under advisement nearly all comments
received and will further study whether
they should be applied in future PRA
analyses and/or merit potential
rulemaking activities related to the
municipal securities dealer registration
rules.38 Among other things, staff will
take under advisement comments
suggesting that the Commission should:
(i) continuously review Forms MSD and
MSDW, and other forms related to the
municipal securities markets, for
accuracy, relevance, and potential
modernization; (ii) make copies of Form
MSD and Form MSDW filings
electronically available on EDGAR; (iii)
convert Form MSD and Form MSDW
submissions from paper filing to
electronic filing in EDGAR; (iv)
separately estimate the hours burden for
Form MSD filers to complete new
applications versus the estimated time it
the Administrative Procedure Act because they
relate solely to agency procedures or practice and
do not substantially alter the 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)).
35 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,
available at https://www.reginfo.gov/public/do/
PRAViewICR?ref_nbr=202505-3235-013.
36 See PRA Supporting Statement for Registration
of Municipal Securities Dealers, Section 8, available
at https://www.reginfo.gov/public/do/
PRAViewICR?ref_nbr=202505-3235-013.
37 See id.
38 Commission staff does not commit to take any
course of action following further study of these
comments.

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43279

takes Form MSD filers to complete
amendments; and (v) coordinate with
the Financial Industry Regulatory
Authority, the MSRB, and the Federal
Reserve Board, FDIC, and OCC to: (a)
identify potential sources of regulatory
duplication and redundancy via forms
calling for similar information from
market participants in the municipal
securities markets, including bank
municipal securities dealers; (b)
potentially harmonize such forms and
streamline filing requirements across
regulators, including for bank municipal
securities dealers; and (c) potentially
provide market participants with a
single set of statistics and data
consolidated across such forms.
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
unless it displays a currently valid OMB
Control Number.
Written comments are invited on: (a)
whether this proposed collection of
information is necessary for the proper
performance of the functions of the SEC,
including whether the information will
have practical utility; (b) the accuracy of
the SEC’s estimate of the burden
imposed by the proposed collection of
information, including the validity of
the methodology and the assumptions
used; (c) ways to enhance the quality,
utility, and clarity of the information to
be collected; and (d) ways to minimize
the burden of the collection of
information on respondents, including
through the use of automated, electronic
collection techniques or other forms of
information technology.
The public may view and comment
on this information collection request
at: https://www.reginfo.gov/public/do/
PRAViewICR?ref_nbr=202505-3235-013
(OMB Control No. 3235–0083), https://
www.reginfo.gov/public/do/
PRAViewICR?ref_nbr=202505-3235-014
(OMB Control No. 3235–0087), https://
www.reginfo.gov/public/do/
PRAViewICR?ref_nbr=202505-3235-015
(OMB Control No. 3235–0088), and
https://www.reginfo.gov/public/do/
PRAViewICR?ref_nbr=202505-3235-016
(OMB Control No. 3235–0089) or email
comment to MBX.OMB.OIRA.SEC_desk_
officer@omb.eop.gov within 30 days of
the day after publication of this notice,
by October 9, 2025.
Dated: September 3, 2025.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–17112 Filed 9–5–25; 8:45 am]
BILLING CODE 8011–01–P

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