---------------------------------------------------------------------------

    \343\ See Form ADV-NR (Paper Version), at 1 (under ``OMB
Approval,'' estimated average burden hours per response is 1 hour).
The Commission notes that for Form ADV-NR, the non-resident general
partner or non-resident managing agent must appoint each of the
Secretary of the Commission, and the Secretary of State, or
equivalent officer, of the state in which the investment adviser
maintains its principal office and place of business, if applicable,
and any other state in which the adviser is applying for
registration, amending its registration, or submitting a notice
filing, as agents to receive service. In contrast, Form MA-NR would
require the respondent to find and designate a United States person
(and not currently the Secretary of the Commission) to be an agent,
which the Commission expects would require additional time.
---------------------------------------------------------------------------

    To estimate the average time necessary to provide an opinion of
counsel, Commission staff relies on its burden estimates for Form 20-F,
a form submitted by certain foreign private issuers, which has a
similar opinion of counsel requirement to proposed rule 15Ba1-5(d). The
Commission estimates that this additional burden would add
approximately three hours and $900 in outside legal costs per
respondent.\344\
---------------------------------------------------------------------------

    \344\ See Exchange Act Release No. 49616 (April 26, 2004); 69 FR
24016 (April 30, 2004). The $900 figure is based on an hourly cost
estimate of $400 on average for an outside attorney, which is based
on Commission staff conversations with law firms that regularly
assist regulated financial firms with compliance matters. Based on
previous burden estimates, the Commission estimates that outside
counsel would take, on average, 2.25 hours to assist in preparation
of the opinion of counsel, for an average cost of $900 per
respondent.
---------------------------------------------------------------------------

    The Commission notes that proposed Form MA-NR would have one
additional type of respondent (i.e., non-resident municipal advisory
firms) compared to the types of respondents that must file Form ADV-NR.
Thus, to estimate the total number of Form MA-NR respondents,
Commission staff has combined two different estimates--one for the
number of non-resident general partners or non-resident managing
agents, and another for the number of non-resident municipal advisory
firms. To estimate the number of non-resident general partners or non-
resident managing agents that would have to file Form MA-NR, the
Commission relies on investment adviser registration data, which
indicates that the percentage of Form MA-NR filings to total number of
investment adviser applicants is 1.64%.\345\ The Commission expects the
proportion of non-resident general partners or non-resident managing
agents compared to all Form MA applicants would be similar. Based on
this estimate, the Commission anticipates that there would be 16 non-
resident general partner or non-resident managing agent applicants on
Form MA-NR.\346\
---------------------------------------------------------------------------

    \345\ The Commission's Division of Investment Management
indicates that 195 Form ADV-NRs have been filed since January 1,
2003. The proportion of filed forms to the total number of
investment adviser registrants is 195/11,888 = 1.64%.
    \346\ 1,000 (all Form MA applicants) x 1.64% = 16 Form MA-NR
filers that are non-resident general partners or non-resident
managing agents.
---------------------------------------------------------------------------

    To estimate the number of non-resident municipal advisory firms
that would have to file Form MA-NR, the Commission relies on Form MA-T
registrant data, which indicate that as of October 2010, two of 800
Form MA-T registrants had non-U.S.-based addresses. The Commission
expects that the proportion of non-resident municipal advisory firms
compared to all Form MA applicants would be similar. Based on this
estimate, the Commission anticipates that three respondents would be
non-resident municipal advisory firms that would be required to
complete Form MA-NR.\347\ Thus, the total number of Form MA-NR filers
would be approximately 20, and the total initial burden for completion
of Form MA-NR would be 30 hours.\348\
---------------------------------------------------------------------------

    \347\ 1,000 (all Form MA applicants) x (2/800) (proportion of
non-U.S.-based Form MA-T registrants compared to all Form MA-T
registrants) = 2.5 Form MA-NR filers that are non-resident municipal
advisors.
    \348\ 20 (persons expected to file Form MA-NR for the first
time) x 1.5 hours (average estimated time to complete Form MA-NR) =
30 hours.
---------------------------------------------------------------------------

    The three non-resident municipal advisory firms that would be
required to complete Form MA-NR would be the respondents required to
provide an opinion of counsel. The total initial burden for providing
an opinion of counsel would be approximately 9 hours.\349\ Thus, the
total initial burden for non-resident municipal advisors to complete
Form MA-NR and provide an opinion of counsel would be 39 hours. The
Commission estimates that the total initial cost for all non-resident
municipal advisory firms to hire outside counsel as part of providing
an opinion of counsel would be approximately $2,700.\350\
---------------------------------------------------------------------------

    \349\ 3 (non-resident municipal advisory firms expected to
provide opinion of counsel) x 3.0 hours (average estimated time to
provide an opinion of counsel) = 9 hours.
    \350\ 3 (non-resident municipal advisory firms expected to
provide opinion of counsel) x $900 (average estimated cost to hire
outside counsel for providing an opinion of counsel) = $2,700.
---------------------------------------------------------------------------

    The Commission notes that filers may have potential one-time
burdens associated with Form MA-NR. For example, filers may need to
locate information required by Form MA-NR, or they may need to
familiarize themselves with the proposed rules and the form. For
purposes of this analysis, these potential one-time burdens are
included in the estimates noted above.
    To estimate the ongoing annual number of new Form MA-NR filers that
are non-resident general partners or non-resident managing agents, the
Commission relies on investment adviser registration data, which
indicate that yearly filings of Form ADV-NR comprise, on average,
approximately 0.09% of the total number of registered investment
advisers.\351\ The Commission expects the proportion of Form MA-NR
filers that are non-resident general partners or non-resident managing
agents compared to all Form MA applicants would be similar. Based on
the above estimate, the Commission anticipates that only one municipal
advisor respondent per year would have a non-resident general partner
or non-resident managing agent that would be required to complete Form
MA-NR.\352\ This estimate includes the ongoing annual number of new
Form MA-NR filers that are non-resident municipal advisors, because the
small initial number of non-resident municipal advisors suggests that,
at most, there would be only one new non-resident municipal advisor
every several years. Thus, the total burden per year for completion of
Form MA-NR would be approximately two hours.\353\ For the purposes of
this analysis, the Commission assumes that the one new non-resident
municipal advisor per year would not be a natural person, and would
thus be required to provide opinion of counsel. The total burden per
year for providing opinion of counsel would be approximately three
hours.\354\ The Commission estimates that the ongoing annual cost for
non-resident municipal advisors to hire outside counsel as part of
providing opinion of counsel would be approximately $900.\355\
---------------------------------------------------------------------------

    \351\ As of October 2010, there were 11,888 investment advisers
registered with the Commission. For the years 2003-2004 and 2007-
2010, there was an average of 11 new Form ADV-NR filings per year.
(11/11,888) = 0.09%.
    \352\ 1,000 (all Form MA applicants) x 0.09% = 0.9 Form MA-NR
filers per year; this number was rounded up to 1.
    \353\ 1 (persons expected to file Form MA-NR each year) x 1.5
(average estimated time to complete Form MA-NR) = 1.5 hours per
year.
    \354\ 1 (municipal advisory firms expected to provide an opinion
of counsel) x 3.0 (average estimated time to provide opinion of
counsel) = 3.0 hours per year.
    \355\ 1 (persons expected to file Form MA-NR each year) x $900
(average estimated cost to hire outside counsel for providing
opinion of counsel) = $900.
---------------------------------------------------------------------------

    The Commission notes that filers may have potential recurring
burdens associated with Form MA-NR, such as monitoring and maintaining
the information required by the form. For the purposes of this
analysis, these potential recurring burdens are included in the
estimates noted above.
    Proposed rule 15Ba1-5 also would require that non-resident
municipal advisors, general partners and managing agents update the
information on Form MA-NR if it becomes inaccurate. Commission staff
believes that the burdens associated with these updates are accounted
for in the above estimates because, given the small number of Form MA-
NR filers, the burden for Form MA-NR updates would likely be
negligible.

    The collection of information made pursuant to Form MA-NR would not
be confidential and would be made publicly available.
6. Outside Counsel
    The Commission believes that some municipal advisory firms would
seek outside counsel to help them comply with the requirements of the
proposed rules, and complete Form MA.\356\ The Commission believes that
it is unlikely that natural person municipal advisors would obtain and
consult counsel for purposes of completing Form MA-I. For PRA purposes,
the Commission assumes that all 1,000 municipal advisory firms
registering on Form MA would, on average, consult outside counsel for
one hour to help them comply with the requirements. The Commission
believes that the estimate of the number of municipal advisory firms
that would consult outside counsel is likely to be lower than 1,000
because some municipal advisory firms, especially those that are sole
proprietors, would choose not to seek outside counsel. The Commission
also recognizes that some municipal advisory firms would hire outside
counsel for more than one hour and others may hire outside counsel for
less than one hour. On balance, the Commission believes that its
estimate that, on average, each municipal advisory firm would hire
outside counsel for one hour is appropriate. The Commission estimates
that the total cost for all municipal advisory firms to hire outside
counsel to review their compliance with the requirements of the
proposed rules and forms would be approximately $400,000.\357\
---------------------------------------------------------------------------

    \356\ The collection of information relating to outside counsel
will be included as part of the collection of information ``Form MA:
Application for Municipal Advisor Registration.''
    \357\ 1,000 (estimated number of municipal advisory firms that
would hire outside counsel) x 1 hour (average estimated time spent
by outside counsel to help municipal advisory firms comply with the
rule) x $400 (hourly rate for an attorney, outside counsel) =
$400,000. The hourly cost estimate of $400 on average for an
attorney is based on Commission staff conversations with law firms
that regularly assist regulated financial firms with compliance
matters.
---------------------------------------------------------------------------

7. Maintenance of Books and Records
    As described in detail above, all municipal advisory firms would be
required to maintain books and records relating to their municipal
advisory activities.\358\ These proposed books and records requirements
are based generally on Exchange Act rules 17a-3 and 17a-4, and
Investment Advisers Act rule 204-2, which set forth books and records
requirements with respect to broker-dealers and investment advisers,
respectively.\359\ In addition, proposed rule 15Ba1-7 would require all
municipal advisory firms to keep a record of the initial and annual
review, as applicable, conducted by the municipal advisory firm of such
municipal advisory firm's business in connection with its self-
certification on Form MA.\360\
---------------------------------------------------------------------------

    \358\ See supra Section II.C. (discussing the books and records
requirements under proposed rule 15Ba1-7).
    \359\ See 17 CFR 240.17a-3 and 17a-4, and 17 CFR 275.204-2.
    \360\ See supra Section II.C. (discussing the books and records
requirements under proposed rule 15Ba1-7).
---------------------------------------------------------------------------

    To estimate the annual books and records burden for municipal
advisory firms, the Commission examined the current annual burdens and
number of respondents to rules 17a-3 and 17a-4 of the Exchange Act
(``Rule 17a-3; Records to be Made by Certain Exchange Members, Brokers
and Dealers'' and ``Rule 17a-4; Records to be Preserved by Certain
Exchange Members, Brokers and Dealers''),\361\ and rule 204-2 of the
Investment Advisers Act (``Books and Records To Be Maintained by
Investment Advisers'').\362\ The most recently approved annual
aggregate burden for broker-dealer compliance with rule 17a-3 is
currently 2,835 hours based on an estimate of 105 respondents, or 27
hours per respondent,\363\ while the most recently approved annual
aggregate burden for broker-dealer compliance with rule 17a-4 is
currently 1,752,600 hours based on an estimate of 6,900 respondents, or
254 hours per respondent.\364\ The most recently approved annual
aggregate burden for rule 204-2 is currently 2,106,046 hours based on
an estimate of 11,607 registered advisers, or 181 hours per registered
adviser.\365\
---------------------------------------------------------------------------

    \361\ See Collections of Information for Rules 17a-3 and 17a-4
(OMB Control Nos. 3235-0508 and 3235-0279), Office of Information
and Regulatory Affairs, Office of Management and Budget, available
at http://www.reginfo.gov/public/do/PRAMain.
    \362\ See Collection of Information for Rule 204-2 of the
Investment Advisers Act (OMB Control No. 3235-0278), Office of
Information and Regulatory Affairs, Office of Management and Budget,
available at http://www.reginfo.gov/public/do/PRAMain.
    \363\ 2,835 hours/105 respondents = 27 hours per respondent.
    \364\ 1,752,600 hours/6,900 respondents = 254 per respondent.
    \365\ 2,106,046 hours/11,607 registered advisers = 181 hours per
adviser.
---------------------------------------------------------------------------

    The Commission anticipates that, given the relatively smaller size
of municipal advisory firms compared to investment adviser and broker-
dealer firms and the fewer books and records requirements imposed by
proposed rule 15Ba1-7 than by rules 17a-3 or 17a-4, or by rule 204-2,
the hourly burden per registered municipal advisory firm would likely
be lower than the hourly burden estimates per broker-dealer and per
investment adviser. For the purposes of this analysis, the Commission
estimates that the annual books and records burden on average for a
municipal advisory firm to comply with the proposed books and records
requirements would be similar to that of an investment adviser, or 181
hours. The Commission staff recognizes that the proposed books and
records requirements would likely impose initial burdens on respondents
in connection with necessary updates to their record-keeping systems,
such as systems development or modifications. For the purposes of this
analysis, these initial burdens are included in the estimate of 181
burden hours per respondent per year. Thus, the total compliance burden
is about 181,000 hours per year.\366\
---------------------------------------------------------------------------

    \366\ 1,000 (estimated number municipal advisors) x 181 hours
(estimated time spent by municipal advisors to ensure annual
compliance with the books and records requirement) = 181,000 hours.
---------------------------------------------------------------------------

    Based on discussions with industry participants and the
Commission's prior experience with broker-dealers and investment
advisers, the Commission believes that the ongoing books and records
obligations under the proposed rule would be handled internally because
compliance with these obligations is consistent with the type of work
that a market participant would typically handle internally. The
Commission does not believe that a municipal advisory firm would have
any recurring external costs associated with books and records
obligations.
    The Commission staff would use the collection of information for
maintenance of books and records in its examinations and oversight
program, and the information would be generally kept confidential to
the extent permitted by law.
8. Total Burden
    Under the proposed rules and forms, the total initial one-time
burden for all respondents would be approximately 71,939 hours,\367\
while the total ongoing annual burden for all respondents would be
approximately 212,135 hours.\368\ The total initial outside cost

for all respondents would be $402,700,\369\ while the total ongoing
outside cost for all respondents would be $900 per year.\370\
---------------------------------------------------------------------------

    \367\ 6,500 hours (initial burden for Form MA applicants) +
65,400 hours (initial burden for Form MA-I applicants) + 39 hours
(initial burden for Form MA-NR filers) = 71,939 hours.
    \368\ 650 hours (annual burden for new Form MA applicants) +
5,400 hours (annual burden for new Form MA-I applicants) + 3,000
hours (annual burden for Form MA amendments) + 20,700 hours (annual
burden for Form MA-I amendments) + 30 hours (annual burden for Form
MA withdrawal) + 1,350 hours (annual burden for Form MA-I
withdrawal) + 5 hours (annual burden for Form MA-NR filers) +
181,000 hours (annual burden for books and records requirement) =
212,135 hours.
    \369\ $2,700 (estimated initial cost to hire outside counsel for
providing opinion of counsel) + $400,000 (initial cost for review by
outside counsel) = $402,700.
    \370\ $900 = estimated ongoing cost to hire outside counsel for
providing opinion of counsel.
---------------------------------------------------------------------------

    The Commission seeks comment on the reporting and record-keeping
collection of information burdens associated with the proposed rules
and forms. In particular:
     How many municipal advisors would incur collection of
information burdens if the proposed rules and forms were adopted by the
Commission?
     Would there be additional or alternative burdens
associated with the collection of information under the proposed rules
and forms?
     How much work would it take for municipal advisory firms
with existing books and records to comply with the books and records
requirements of the proposed rules?
     Would municipal advisory firms generally perform the work
internally or outsource the work?

E. Collections of Information Are Mandatory

    The collections of information would be mandatory.

F. Request for Comment

    Pursuant to 44 U.S.C. 3506(c)(2)(B), the Commission solicits
comment to:
     Evaluate whether the proposed collections of information
are necessary for the proper performance of the functions of the
Commission, including whether the information would have practical
utility;
     Evaluate the accuracy of the Commission's estimate of the
burden of the proposed collections of information;
     Enhance the quality, utility, and clarity of the
information to be collected; and
     Minimize the burden of collections of information on those
who are to respond, including through the use of automated collection
techniques or other forms of information technology.
    Persons wishing to submit comments on the collection of information
requirements should direct them to the Office of Management and Budget,
Attention: Desk Officer for the Securities and Exchange Commission,
Office of Information and Regulatory Affairs, Room 10102, New Executive
Office Building, Washington, DC 20503; and should send a copy to
Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, 100
F Street, NE., Washington, DC 20549-1090 with reference to File No. S7-
45-10. OMB is required to make a decision concerning the collection of
information between 30 and 60 days after publication, so a comment to
OMB is best assured of having its full effect if OMB receives it within
30 days of publication of this release. Requests for the materials
submitted to OMB by the Commission with regard to these collections of
information should be in writing, refer to File No. S7-45-10, and be
submitted to the Securities and Exchange Commission, Office of Investor
Education and Advocacy, 100 F Street, NE., Washington, DC 20549-0213.

V. Economic Analysis

    As discussed above, the Dodd-Frank Act added provisions to the
Exchange Act that, among other things, require municipal advisors to
register with the Commission and authorize the Commission to impose
certain record-keeping requirements on municipal advisors.\371\ In
enacting Section 975 of the Dodd-Frank Act, Congress established a
mandatory registration regime for municipal advisors but left the form
and content of such registration within the discretion of the
Commission.\372\ In determining the form and content of such
registration, the Commission may require ``such information and
documents'' as it considers ``necessary or appropriate in the public
interest or for the protection of investors.'' \373\ Congress also
granted the Commission exemptive authority to exclude certain persons
from the definition of municipal advisor.\374\
---------------------------------------------------------------------------

    \371\ See 15 U.S.C. 78o-4.
    \372\ See 15 U.S.C. 78o-4(a)(2).
    \373\ See id.
    \374\ See 15 U.S.C. 78o-4(a)(4).
---------------------------------------------------------------------------

    The Commission is proposing new rules and forms that, if adopted,
would provide for a permanent registration regime for municipal
advisors. The proposed rules and forms would include the submission of
Form MA by municipal advisory firms (including sole proprietors)
seeking registration, the submission of Form MA-I by natural person
municipal advisors (including sole proprietors) seeking registration,
the completion of a self-certification as to the municipal advisors'
qualifications and ability to comply with applicable regulatory
obligations, and the submission of Form MA-W by municipal advisors
seeking to withdraw from registration. The Commission is also proposing
rule 15Ba1-5, which would require certain non-resident persons to
submit Form MA-NR in certain circumstances, relating to consent to
service of process, and would require non-resident municipal advisory
firms to provide an opinion of counsel that the non-resident municipal
advisory firms can provide the Commission with access to their books
and records and submit to onsite inspection and examination by the
Commission. In addition, proposed rule 15Ba1-7 would require certain
books and records to be maintained by municipal advisory firms in
connection with their municipal advisory activities.\375\
---------------------------------------------------------------------------

    \375\ See supra Section II.C (discussing the books and records
requirements under proposed rule 15Ba1-7).
---------------------------------------------------------------------------

    The Commission is sensitive to the costs and benefits imposed by
its rules. The discussion below focuses on the costs and benefits of
the decisions made by the Commission to fulfill the mandates of the
Dodd-Frank Act within its permitted discretion, rather than the costs
and benefits of the mandates of the Dodd-Frank Act itself. However, to
the extent that the Commission's discretion is exercised to realize the
benefits intended by the Dodd-Frank Act or to impose the costs
associated with the Dodd-Frank Act, the two types of benefits and costs
are not entirely separable. Accordingly, the PRA hourly burden
estimates made in accordance with the requirements of the PRA, and
their corresponding dollar cost estimates, are included in full below,
although a portion of the cost to register is attributable to the
requirements of the Dodd-Frank Act and not to the specific rules
proposed by the Commission.
    Section 3(f) of the Exchange Act requires the Commission, whenever
it engages in rulemaking and is required to consider or determine
whether an action is necessary or appropriate in the public interest,
to consider, in addition to the protection of investors, whether the
action would promote efficiency, competition and capital
formation.\376\ In addition, Section 23(a)(2) of the Exchange Act
requires the Commission, when making rules under the Exchange Act, to
consider the impact such rules would have on competition.\377\ Exchange
Act Section 23(a)(2) prohibits the Commission from adopting any rule
that would impose a burden on competition not necessary or appropriate
in furtherance of the purposes of the Exchange Act.\378\ The
Commission's consideration of these matters is set forth below. In

considering these matters, the Commission is mindful of the industry
background described above in Sections I.A.1.a and I.A.1.b. The
Commission requests comment on those Sections I.A.1.a and I.A.1.b in
connection with comments requested below.
---------------------------------------------------------------------------

    \376\ See 15 U.S.C. 78c(f).
    \377\ See 15 U.S.C. 78w(a)(2).
    \378\ See id.
---------------------------------------------------------------------------

A. Proposed Rule 15Ba1-1: Definition of ``Municipal Advisor'' and
Related Terms

    Proposed rule 15Ba1-1(d) would clarify that the exclusion from the
definition of ``municipal advisor'' for a broker, dealer or municipal
securities dealer serving as an underwriter shall not apply when such
persons are acting in a capacity other than as underwriters on behalf
of a municipal entity or obligated person.\379\ The proposed rule also
would clarify that the exclusion from the definition of ``municipal
advisor'' for a Commission-registered investment adviser and its
associated persons applies only to advice that ``would subject such
adviser or person associated with such adviser to the Investment
Advisers Act of 1940.'' \380\ The proposed rule also would interpret
the exclusion from the definition of ``municipal advisor'' for any
registered commodity trading advisors and their associated persons to
apply only to such persons when they are providing advice related to
swaps on behalf of a municipal entity or obligated person.\381\ In
addition, the proposed rule provides that the definition of ``municipal
advisor'' shall not include attorneys offering legal advice or
providing services that are of a traditional legal nature,\382\ or
engineers providing engineering advice.\383\
---------------------------------------------------------------------------

    \379\ See proposed rule 15Ba1-1(d)(2)(i). See also supra notes
105-106, and accompanying text.
    \380\ See proposed rule 15Ba1-1(d)(2)(ii). See also supra notes
114-117, and accompanying text.
    \381\ See proposed rule 15Ba1-1(d)(2)(iii). See also supra notes
121-122, and accompanying text.
    \382\ See proposed rule 15Ba1-1(d)(2)(iv). See also supra note
132, and accompanying text.
    \383\ See proposed rule 15Ba1-1(d)(2)(v). See also supra note
133-138, and accompanying text.
---------------------------------------------------------------------------

    As discussed above, the Commission is proposing to exclude from the
definition of ``municipal advisor'' accountants preparing financial
statements, auditing financial statements, or issuing letters for
underwriters for, or on behalf of, a municipal entity or obligated
person.\384\ The Commission is also proposing to exclude ``providers of
municipal bond insurance, letters of credit, or other liquidity
facilities'' from the definition of ``obligated persons.'' \385\
Excluding such persons from the definition of ``obligated persons''
would, among other things, help reduce market confusion because the
exclusion would further uniformity among rules relating to the
definition of ``obligated person'' in the municipal securities
market.\386\
---------------------------------------------------------------------------

    \384\ See proposed rule 15Ba1-1(d)(2)(vi). See also supra note
124-131, and accompanying text.
    \385\ See proposed rule 15Ba1-1(i). See also supra note 90, and
accompanying text.
    \386\ See supra note 88, and accompanying text.
---------------------------------------------------------------------------

    These proposed interpretations and exclusions would mean that
certain persons who are currently regulated (such as broker-dealers
serving as underwriters or investment advisers providing advice which
would subject them to the Investment Advisers Act) or that are governed
by other professional codes of conduct (such as attorneys providing
traditional legal services) would not be required to register as
municipal advisors.
    The Dodd-Frank Act includes distinct groups of professionals within
its definition of ``municipal advisor'' that offer different services
and compete in distinct markets. The three principal types of municipal
advisors are: (1) Financial advisors, including, but not limited to,
broker-dealers already registered with the Commission, that provide
advice to municipal entities with respect to their issuance of
municipal securities and their use of municipal financial products
(``financial advisors'' or ``municipal financial advisors''); (2)
investment advisers that advise municipal pension funds and other
municipal entities on the investment of funds held by or on behalf of
municipal entities (subject to certain exclusions from the definition
of a ``municipal advisor'') (``municipal investment advisers''); and
(3) third-party marketers and solicitors (``solicitors''). As discussed
above in Sections I.A.1.a and I.A.1.b, these different types of
municipal advisors operate in different markets. These markets have
distinct competitive structures. Within each of these markets,
different participants are subject to different regulatory regimes. For
purposes of this Economic Analysis, the Commission uses the above-
defined terms to describe these distinct types of professionals
separately, while using the term ``municipal advisors'' to describe all
municipal advisors generally.
    The Commission believes that the proposed interpretations and
exemptions contained in proposed rule 15Ba1-1(d) would not impose a
burden on competition and would have minimal, if any, impact on the
promotion of efficiency and capital formation except to the extent that
they reduce market confusion with respect to which persons would be
required to register as municipal advisors under the proposed permanent
registration regime. Finally, the Commission believes that the direct
costs for respondents to read and apply the definitions in proposed
rule 15Ba1-1(d) would be minimal.

B. Registration System

    The Commission is proposing rules to create a permanent
registration regime that would consist of the following forms: Form MA,
Form MA-I, and Form MA-W. Municipal advisors would complete these forms
to register with the Commission, to amend information previously
reported to the Commission, to report the succession of registration of
a municipal advisor, and to withdraw from registration. Under proposed
rule 15Ba1-4, amendments to Form MA must be filed annually and in the
event of certain material changes to the information previously
provided, and to Form MA-I whenever the information previously provided
becomes inaccurate. Municipal advisors would also be required to
provide, on both an initial and annual basis, a self-certification as
to their qualifications as municipal advisors and ability to comply
with applicable regulatory obligations.
1. Benefits
    The proposed permanent registration regime is designed to allow the
Commission and other regulators to oversee the conduct of municipal
financial advisors, municipal investment advisers, and solicitors in
the municipal securities market, as contemplated by the Dodd-Frank Act.
Forms MA and MA-I have been designed to provide information that the
Commission believes would be helpful for municipal entities to have in
a standard format, because it would lower the costs of information
gathering for municipal entities \387\ in comparing municipal advisors.
The Commission believes that a municipal advisor's knowledge of the
Commission's authority to examine the municipal advisor and its
authority to sanction the municipal advisor for false and misleading
statements is likely to result in increased reliability of the
information submitted by municipal advisors under the proposed
permanent registration regime.
---------------------------------------------------------------------------

    \387\ For the purposes of this Economic Analysis, references to
municipal entities include obligated persons where the context
requires.
---------------------------------------------------------------------------

    The proposed forms would require municipal advisors to provide
information about their disciplinary histories and potential conflicts
of interest (and information that may be useful in assessing potential
conflicts of

interest).\388\ Municipal entities and obligated persons would have
ready access to this information and thus would be in a position to
become more fully informed about more municipal financial advisor
candidates at lower cost when choosing those who would provide advice
to them. Research has shown that most municipal entities do not utilize
a formalized selection process when they choose their municipal
financial advisors \389\ and, therefore, might not have disciplinary
information about the advisors they hire. To the extent that municipal
entities or obligated persons consider such information important in
the selection of municipal advisors, the proposed permanent
registration regime may reduce municipal entities' or obligated
persons' reliance on municipal advisors that have been the subject of
disciplinary actions, or whose activities or affiliations create or
have the potential to create conflicts of interest. In addition,
municipal advisors, knowing that conflicts of interest must be
disclosed, may be more likely to avoid associations that could be
perceived as creating conflicts of interest, or would more likely avoid
recommending financial intermediaries or investments for which
conflicts of interest might be present.
---------------------------------------------------------------------------

    \388\ See supra Sections II.A.2.c and II.A.2.d.
    \389\ According to Mark D. Robbins and Bill Simonsen, 2003,
Financial Advisor Independence and the Choice of Municipal Bond Sale
Type, Municipal Finance Journal 24: 42 (``Robbins and Simonsen''),
an RFP had been used only 22.6% of the time by governments in
selecting the financial advisor for their last bond sale. See also
Allen & Dudney, supra note 11.
---------------------------------------------------------------------------

    While much of this information is already publicly available with
respect to municipal financial advisors that are already registered
with the Commission as broker-dealers, disclosure of potential
conflicts of interest specific to their municipal financial advisory
role could be valuable to potential municipal clients. Many municipal
financial advisors that are not registered as broker-dealers would make
this sort of information publicly available for the first time.
    Similar benefits would be expected to accrue from the public
disclosure of the disciplinary history and potential conflicts of
interest of municipal investment advisers not registered with the
Commission. Congress determined that investment advisers to municipal
entities that are already registered with the Commission as investment
advisers would not be required to register again as municipal advisors,
to the extent the advice provided would subject the investment adviser
to the Investment Advisers Act. Many, if not most, of the investment
advisers that would be required to register as municipal advisors may
be registered as investment advisers under state laws, and any
incremental benefit in requiring disciplinary and conflict disclosure
would vary from state to state, depending on how that disciplinary and
conflict disclosure is required by or applied to different state legal
regimes. Nevertheless, the availability of important information in a
uniform, standardized format may prove beneficial by reducing the cost
of collecting information and comparing it across municipal investment
advisers.\390\
---------------------------------------------------------------------------

    \390\ Unless registered with the Commission as municipal
advisors, state-registered investment advisers that advise municipal
entities would not be subject to ``pay-to-play'' rules, as
contemplated in the Commission's recent releases. See Political
Contributions Final Rule, supra note 31 and IA-3110, supra note 104
(proposing rules implementing amendments to the Investment Advisers
Act, and, among other things, modifying the Commission's ``pay-to-
play'' rule).
---------------------------------------------------------------------------

    Solicitors are a group of municipal advisors about whom relatively
little is known, and the benefits of registering this group may prove
to be substantial, to the extent that disciplinary records and
conflicts of interest are revealed.\391\
---------------------------------------------------------------------------

    \391\ The Commission's recent proposed amendments to the ``pay-
to-play'' rules for investment advisers contemplate that, if
adopted, certain solicitors for municipal investment advisers would
be registered as municipal advisors and potentially subject to
``pay-to-play'' rules. See IA-3110, supra note 104, at 69-70. Other
solicitors for municipal investment advisers may voluntarily
register as municipal advisors in order to continue in the business
of soliciting on behalf of municipal investment advisers. See supra
Section II.A.2.a.
---------------------------------------------------------------------------

    Public disclosure of the disciplinary history of municipal
advisors, and their associated persons, would make this information
available not only to regulators, but also to all interested
persons.\392\ This disclosure would benefit municipal entities and the
general public. Even if the municipal entity does not otherwise seek to
obtain this disciplinary information as part of its selection process,
the information would be available to interested persons (e.g., the
press and concerned citizens) who might directly or indirectly
influence the selection of the municipal advisor.
---------------------------------------------------------------------------

    \392\ See supra Sections II.A.2.c and II.A.2.d.
---------------------------------------------------------------------------

    In addition, such public disclosure may deter municipal advisors
that have disclosable disciplinary events from entering the market.
Thus, this proposed requirement (as well as the ability to regulate
municipal advisors going forward) could help discourage entities with
disclosable disciplinary histories from entering the pool of potential
municipal advisors and reduce the potential for corruption in the
municipal market.
    To the extent that municipal entities or obligated persons have
been deterred from engaging a municipal advisor because they were not
familiar with the municipal advisor population and were unsure whether
they could identify a trustworthy advisor (including fear of hiring
someone tainted with conflicts or violations too expensive to uncover),
the proposed permanent registration regime might increase the use of
municipal advisors generally. As such, there could be an increased
likelihood of using a municipal advisor when a municipal entity or
obligated person makes issuance or investment decisions.
    With respect to the issuance of municipal securities, this
increased likelihood of using a municipal financial advisor could in
turn reduce issuance costs and may produce savings. One empirical study
suggests that the use of municipal financial advisors is associated
with better borrowing terms, lower reoffering yields and narrower
underwriter gross spreads,\393\ particularly where the advisors are of
a higher quality.\394\ The small average size of publicly offered
municipal issues, as compared, for example, to publicly offered
corporate issues,\395\ makes municipal securities issuers particularly
sensitive to issuance costs. This sensitivity may create a demand for
advisors that can successfully negotiate to lower these costs.
Municipal financial advisors that provide advice with respect to the
issuance of municipal securities and are continually active in the
municipal securities market may help to reduce the information
asymmetry gap between municipal entities and underwriters, swap
dealers, bond insurers, letter of credit providers and other financial
intermediaries.\396\ Thus, municipal issuers and obligated persons
should benefit from having municipal financial advisors compete in a
more informationally efficient market that may result from the proposed
permanent registration regime. In addition, reducing the cost of
identifying a high-quality municipal financial advisor may be expected
to

increase the use of such advisors, who may be in a position to obtain
better financing terms for their municipal entity clients and,
indirectly, for taxpayers, than those that could be negotiated by
lesser-quality municipal financial advisors. Higher-quality municipal
financial advisors have been shown to be associated with more efficient
capital formation (i.e., lower interest costs).\397\
---------------------------------------------------------------------------

    \393\ See generally Vijayakumar and Daniels, supra note 7.
    \394\ See generally Allen & Dudney, supra note 11.
    \395\ See Testimony of Christopher M. Ryon, Principal and Senior
Municipal Bond Portfolio Manager, the Vanguard Group, before the
Senate Committee on Banking, Housing, and Urban Affairs, June 17,
2004, at 4, available at http://banking.senate.gov/public/index.cfm?FuseAction=Files.View&FileStore_id=2474c4c6-d0ed-4a44-a9c8-6376484a4cde.
    \396\ See generally Vijayakumar and Daniels, supra note 7.
    \397\ See generally Allen & Dudney, supra note 11, at 412.
---------------------------------------------------------------------------

    With the readily available information on municipal advisor
disciplinary histories and conflicts of interest, municipal entities
would be able to more easily set objective criteria for the municipal
advisors hired by decision-making officials. The ease of setting such
criteria and verifying compliance with such criteria might reduce the
likelihood that municipal advisors are hired because of their political
or personal connections to decision-making officials, rather than
because of their qualifications.
    The collection of this information pursuant to the proposed
permanent registration regime, and the fact that, if adopted, the
information would be available directly to regulators, would also
facilitate enforcement against municipal advisors by allowing the
available information to be used for identifying trends and risky firms
and natural persons, among other uses. If such information were
requested directly from applicants as contemplated in the proposed
permanent registration regime, regulators would not have to rely on
other sources to obtain this disciplinary history information.
    The combined effect of increasing the likelihood of using municipal
advisors and improving the average quality of the municipal advisor
selection pool (as described above) may improve allocative efficiency,
since municipal entities may benefit from better advice in their
consideration of issuance or investment alternatives. Such improvements
in allocative efficiency may also promote more efficient capital
formation. In addition, the improvement in disclosure about, and
average quality of, municipal advisors, and the more frequent use of
municipal advisors by municipal entities or obligated persons, may also
increase competition among municipal advisors of all types--municipal
financial advisors, municipal investment advisers, and solicitors. As
noted above, however, the benefits in the case of municipal investment
advisers would be limited, to the extent that the same or similar
information is publicly available under an applicable state law regime.
2. Costs
    The establishment of a permanent registration regime would impose
costs on persons registering as municipal advisors on Form MA and/or
Form MA-I. In particular, the Commission anticipates the following one-
time costs for the proposed rules:
     The Commission believes that the total initial labor cost
for all municipal advisory firms to complete Form MA would be
approximately $1,105,000,\398\ while the total initial labor cost for
all natural person municipal advisors to complete Form MA-I would be
approximately $11,118,000.\399\
---------------------------------------------------------------------------

    \398\ 6,500 hours (total estimated hourly burden under the
proposed rules for all municipal advisors to complete a Form MA) x
$170 (combined hourly rate for a Compliance Manager and Compliance
Clerk) = $1,105,000. The Commission expects that Form MA completion
would most likely be performed equally by compliance managers and
compliance clerks. Dividing the hourly rate evenly between a
compliance manager of $273 per hour and a compliance clerk of $67
per hour results in a cost per hour of $170. ($273 x 0.5) + ($67 x
0.5) = $177. The $273 per hour figure for a Compliance Manager and
the $67 per hour figure for a Compliance Clerk are from the SIFMA
publication titled Management & Professional Earnings in the
Securities Industry 2010, as modified by Commission staff to account
for an 1,800 hour work year and multiplied by 5.35 to account for
bonuses, firm size, employee benefits and overhead.
    \399\ 65,400 hours (total estimated hourly burden under the
proposed rules for all municipal advisors to complete a Form MA-I) x
$170 (combined hourly rate for a Compliance Manager and Compliance
Clerk) = $11,118,000. See id. The Commission recognizes that instead
of using a Compliance Manager or Compliance Clerk, most Form MA-I
registrants would fill out the form themselves. The Commission
believes, however, that the average compliance rate used to
calculate the labor cost for Form MA would be a reasonable proxy for
the compliance rate used to calculate the labor cost for Form MA-I.
---------------------------------------------------------------------------

     If adopted, municipal advisors would incur one-time costs
in familiarizing themselves with the proposed rules and the relevant
proposed forms. The Commission notes, however, that such a
familiarization period is an inevitable necessity for any newly-
introduced registration regime. As noted in the PRA section above, the
paperwork burden of gathering information for the purpose of completing
Forms MA and MA-I would be reduced because some of the information
required by Form MA and Form MA-I would have already been gathered for
Form MA-T. For municipal advisors that are either municipal financial
advisors or municipal investment advisers, to the extent that the
disclosures that would be required on Form MA or Form MA-I have been
disclosed on Form ADV, BD or U4, the employees would be permitted to
incorporate such information by reference in completing Form MA or Form
MA-I, further reducing the costs to complete the form. The one-time
costs for familiarizing themselves with the proposed rules and the
relevant proposed forms would likely be higher for municipal financial
advisors or solicitors that are not broker-dealers or investment
advisers, because they may need to gather information required by Form
MA and Form MA-I for the first time. For the purposes of this analysis,
this one-time cost is included in the cost estimates noted above.
     If adopted, municipal advisors might incur one-time costs
in establishing new internal controls such as procedures for obtaining
the information required by Form MA and Form MA-I, as applicable. The
Commission believes that these costs would be limited for municipal
advisors that are financial advisors or investment advisers and are
currently regulated with respect to their other activities or have
voluntarily adopted such practices. These costs would be higher for
municipal financial advisors or solicitors that are not broker-dealers
or investment advisers, are not otherwise regulated, or have not
voluntarily adopted such practices.\400\ For the purposes of this
analysis, this one-time cost is included in the cost estimates noted
above.
---------------------------------------------------------------------------

    \400\ Some unregulated groups that engage in municipal advisory
activities have formed professional associations that have
implemented their own voluntary best practices with respect to
conflicts of interest, educational standards, and other disclosure
of note to their clients. See, e.g., National Association of
Independent Public Finance Advisors, http://www.naipfa.com.
---------------------------------------------------------------------------

    The Commission also anticipates the following recurring costs for
compliance with the proposed permanent registration regime, which would
likely be similar across all municipal advisor types--municipal
financial advisors, municipal investment advisers, and solicitors:
     The Commission believes that the ongoing annual labor cost
for new municipal advisory firms to complete Form MA would be
approximately $110,500,\401\ while the ongoing annual labor cost for
new natural person municipal advisors to complete Form MA-I would be
approximately $918,000.\402\
---------------------------------------------------------------------------

    \401\ 650 hours (total estimated hourly burden under the
proposed rules for new municipal advisors to complete a Form MA) x
$170 (combined hourly rate for a Compliance Manager and Compliance
Clerk) = $110,500. See supra note 398 for the calculation of the
combined hourly rate.
    \402\ 5,400 hours (total estimated hourly burden under the
proposed rules for new municipal advisors to complete a Form MA-I) x
$170 (combined hourly rate for a Compliance Manager and Compliance
Clerk) = $918,000. See supra note 399 for the calculation of the
combined hourly rate.

---------------------------------------------------------------------------

     The Commission believes that the ongoing annual labor cost
for all municipal advisory firms to amend Form MA and complete the
annual self-certification would be approximately $510,000,\403\ while
the ongoing annual labor cost for all natural person municipal advisors
to amend Form MA-I and complete the annual self-certification would be
approximately $3,519,000.\404\
---------------------------------------------------------------------------

    \403\ 3,000 hours (total estimated hourly burden under the
proposed rules for all municipal advisors to amend a Form MA and
complete annual self-certification) x $170 (combined hourly rate for
a Compliance Manager and Compliance Clerk) = $510,000. See supra
note 398 for the calculation of the combined hourly rate.
    \404\ 20,700 hours (total estimated hourly burden under the
proposed rules for all municipal advisors to amend a Form MA-I and
complete annual self-certification) x $170 (combined hourly rate for
a Compliance Manager and Compliance Clerk) = $3,519,000. See supra
note 399 for the calculation of the combined hourly rate.
---------------------------------------------------------------------------

     The Commission believes that the ongoing annual labor cost
for all municipal advisory firms to complete Form MA-W to withdraw from
Form MA registration would be approximately $5,100,\405\ while the
ongoing annual labor cost for all natural person municipal advisors to
complete Form MA-W to withdraw from Form MA-I registration would be
approximately $229,500.\406\
---------------------------------------------------------------------------

    \405\ 30 hours (total estimated hourly burden under the proposed
rules for all municipal advisors to withdraw from Form MA
registration) x $170 (combined hourly rate for a Compliance Manager
and Compliance Clerk) = $5,100. See supra note 398 for the
calculation of the combined hourly rate.
    \406\ 1,350 hours (total estimated hourly burden under the
proposed rules for all municipal advisors to withdraw from Form MA-I
registration) x $170 (combined hourly rate for a Compliance Manager
and Compliance Clerk) = $229,500. See supra note 399 for the
calculation of the combined hourly rate.
---------------------------------------------------------------------------

     If adopted, municipal advisors would incur recurring costs
for monitoring and/or maintaining the information required by the
registration forms and providing updates to the registration forms. For
the purposes of this analysis, this recurring cost is included in the
cost estimates noted above.
    In addition to the direct, out-of-pocket costs estimated for PRA
purposes, the Commission considered the economic costs of the proposed
permanent registration regime. The Commission recognizes that the cost
of becoming subject to registration for the first time may lead some
municipal advisors that are not particularly active to leave the
business, to the extent they presume that the additional costs
associated with registration would negatively impact potential revenues
to such a degree that the best economic choice for them would be to
suspend operating their business or, at least, the municipal advisory
portion of their business. Moreover, if the proposed permanent
registration regime is adopted, municipal entities may also incur costs
from decisions based on the incorrect perception that registration as a
municipal advisor is a stamp of quality.
    Furthermore, as noted above, the additional costs associated with
registration may impact those municipal advisors that are not already
registered as either investment advisers or broker-dealers to a greater
degree than they would impact municipal advisors that have previously
registered under another regulatory regime. To the extent that
municipal advisors that have not previously registered under another
regime provide greater positive value to their advisees,\407\ their
disproportionate exit from the market, compared to municipal advisors
that have previously registered under another regulatory regime, would
negatively impact the value of advice provided to municipal entities.
In the case of solicitors for investment advisers to municipal pension
funds, however, few are currently registered as either broker-dealers
or investment advisers. The registration requirement under the proposed
permanent registration regime may cause some of these solicitors to
exit the market to avoid the cost and scrutiny that would accompany
registration. To the extent that the solicitors that would exit this
market would disproportionately include those that provide less value
to municipal entities, their exit from the market would be a benefit
that may mitigate these costs.
---------------------------------------------------------------------------

    \407\ See, e.g., Robbins and Simonsen, supra note 389, at 55
(finding that financial advisors that are not broker-dealers are
more likely to recommend a competitive sale, which generally results
in lower borrowing costs for the issuer).
---------------------------------------------------------------------------

    Because the existing markets for all three municipal advisor
types--municipal financial advisors, municipal investment advisers, and
solicitors--appear to be competitive, exits from such markets are not
expected to lead to market concentration levels at which economic
inefficiency (monopoly profits for the few surviving municipal
advisors) would result. Moreover, given the content of the proposed
forms, those municipal advisors that may exit such markets may include
disproportionately more municipal advisors with disciplinary records or
other negative histories.
    The Commission further recognizes that some state-registered
investment advisers that manage municipal pension investments may have
the incentive to exit these investments to avoid Federal registration
under the proposed permanent registration regime. These investment
advisers may perceive the costs of the required Federal registration,
in addition to one or more state registrations, to outweigh the
benefits of managing such municipal pension investments.
    The Commission believes that few of these initial and recurring
costs, if any, would be passed on to municipal entities or obligated
persons in the form of higher fees. To the extent that costs are passed
on, the financial advisor and solicitor markets may be impacted to a
greater degree than the investment adviser market, which would be more
likely to keep fees relatively fixed for investment adviser services.
    The Commission has considered the effects on competition,
efficiency and capital formation of the proposed rule regarding the
proposed permanent registration regime as a whole, as noted above.

C. Non-Resident Municipal Advisors

    The Commission is proposing rule 15Ba1-5 to set forth the general
procedures for serving non-residents on Form MA and Form MA-NR.
Pursuant to the instructions to Form MA-NR, and consistent with
proposed rule 15Ba1-5, non-resident municipal advisory firms, non-
resident general partners and non-resident managing agents of municipal
advisors must file Form MA-NR to furnish the Commission with a written
irrevocable consent and power of attorney to appoint an agent in the
United States, other than a Commission member, official, or employee,
upon whom may be served any process, pleadings, or other papers in any
action brought against the non-resident municipal advisory firm, non-
resident general partner or non-resident managing agent. Proposed rule
15Ba1-5(e) would also require each non-resident municipal advisory firm
to provide an opinion of counsel that the non-resident municipal
advisory firm can, as a matter of law, provide the Commission with
prompt access to its books and records and can, as a matter of law,
submit to onsite and inspection and examination by the Commission.
1. Benefits
    The proposed requirement that a non-resident municipal advisor or a
non-resident general partner or non-resident managing agent of a
municipal advisor file Form MA-NR in connection with the municipal
advisor's initial application would help minimize any legal or
logistical obstacles that the

Commission may encounter when attempting to effect service, to conserve
Commission resources, and to avoid potential conflicts of law. The
proposed requirement that a non-resident municipal advisory firm must
obtain an opinion of counsel that the municipal advisory firm can
provide access to books and records and can be subject to onsite
inspection and examination would allow the Commission to better
evaluate a municipal advisory firm's ability to meet the requirements
of registration and ongoing supervision. These benefits would be the
same across all municipal advisor types--municipal financial advisors,
municipal investment advisers, and solicitors. In addition, the
requirements to file Form MA-NR and provide an opinion of counsel are
expected to have minimal, if any, effect on competition, efficiency and
capital formation.
2. Costs
    The filing of proposed Form MA-NR and the obtaining of an opinion
of counsel would impose compliance burdens on municipal advisors. In
particular, the Commission anticipates the following one-time costs:
     The Commission believes that the initial labor cost for
non-resident municipal advisory firms, non-resident general partners or
non-resident managing agents to complete the Form MA-NR would be
approximately $5,100.\408\
---------------------------------------------------------------------------

    \408\ 30 hours (estimated initial hourly burden under the
proposed rules for all respondents to complete a Form MA-NR) x $170
(combined hourly rate for a Compliance Manager and Compliance Clerk)
= $5,100. See supra note 398 for the calculation of the combined
hourly rate.
---------------------------------------------------------------------------

     The Commission believes that the initial labor cost for
non-resident municipal advisory firms to obtain an opinion of counsel
that the municipal advisor can provide access to books and records and
can be subject to onsite inspection and examination would be
approximately $3,200.\409\
---------------------------------------------------------------------------

    \409\ 9 hours (estimated initial hourly burden under the
proposed rules for all respondents to obtain opinion of counsel) x
$354 (hourly rate for an internal attorney) = $3,186. The $354 per
hour figure for an Attorney is from the SIFMA publication titled
Management & Professional Earnings in the Securities Industry 2010,
as modified by Commission staff to account for an 1,800 hour work
year and multiplied by 5.35 to account for bonuses, firm size,
employee benefits and overhead.
---------------------------------------------------------------------------

     If adopted, non-resident municipal advisory firms and non-
resident general partners and non-resident managing agents of municipal
advisors may incur one-time costs in establishing new internal controls
such as procedures for obtaining the information required by Form MA-
NR. For the purposes of this analysis, this one-time cost is included
in the cost estimate noted above.
    The Commission also anticipates the following recurring costs:
     The Commission believes that the ongoing annual labor cost
for non-resident advisory firms, non-resident general partners or non-
resident managing agents to complete the Form MA-NR would be
approximately $340.\410\
---------------------------------------------------------------------------

    \410\ 2 hours (estimated ongoing annual hourly burden under the
proposed rules for respondents to complete a Form MA-NR) x $170
(combined hourly rate for a Compliance Manager and Compliance Clerk)
= $340. See supra note 398 for the calculation of the combined
hourly rate.
---------------------------------------------------------------------------

     The Commission believes that the ongoing annual labor cost
for non-resident municipal advisory firms to obtain opinion of counsel
that the municipal advisory firm can provide prompt access to books and
records and can be subject to onsite inspection and examination would
be approximately $1,100.\411\
---------------------------------------------------------------------------

    \411\ 3 hours (estimated ongoing annual hourly burden under the
proposed rules for all respondents to obtain opinion of counsel) x
$354 (hourly rate for an internal attorney) = $1,062. The $354 per
hour figure for an Attorney is from the SIFMA publication titled
Management & Professional Earnings in the Securities Industry 2010,
as modified by Commission staff to account for an 1,800 hour work
year and multiplied by 5.35 to account for bonuses, firm size,
employee benefits and overhead.
---------------------------------------------------------------------------

     If adopted, non-resident municipal advisory firms or non-
resident general partners and non-resident managing agents of municipal
advisors would incur recurring costs for monitoring and maintaining the
information required by Form MA-NR. This cost would likely be similar
across all municipal advisor types--municipal financial advisors,
municipal investment advisers, and solicitors. For the purposes of this
analysis, this recurring cost is included in the cost estimate noted
above.

D. Record-Keeping

    Proposed rule 15Ba1-7 sets forth requirements relating to the
maintenance and retention of certain records relating to the business
of municipal advisors and the forms required for the proposed permanent
registration regime. The proposed rule would require, among other
things, that municipal advisory firms maintain and preserve all books
and records required to be made under the proposed rule for a period of
not less than five years, the first two years in an easily accessible
place.\412\ Record-keeping requirements are a familiar and important
element of the Commission's approach to investment adviser and broker-
dealer regulation, and are designed to maintain the efficiency and
effectiveness of the Commission's inspection program for regulated
entities, which facilitates the Commission's review for their
compliance with statutory mandates and with the Commission's rules.
---------------------------------------------------------------------------

    \412\ See supra Section II.C.
---------------------------------------------------------------------------

1. Benefits
    The proposed rule would assist the Commission in evaluating a
municipal advisory firm's compliance with Section 15B of the Exchange
Act \413\ and rules and regulations promulgated thereunder. Regulators
would benefit from standardized record-keeping practices for municipal
advisory firms because they would be able to perform more efficient,
targeted inspections and examinations, and have an increased likelihood
of identifying improper conduct at earlier stages in the inspection or
examination. In addition, municipal advisory firms should benefit from
standardized record-keeping practices by having their operations
interrupted for shorter time periods in response to inspections or
examinations than if their record-keeping practices were not
standardized. Both regulators and municipal advisory firms should
benefit from standardized record-keeping requirements to the extent
that uniform records would identify for regulators and municipal
advisory firms the records that municipal advisory firms should have on
hand.
---------------------------------------------------------------------------

    \413\ See 15 U.S.C. 78o-4.
---------------------------------------------------------------------------

    The record-keeping practices proposed in rule 15Ba1-7 would also
help regulators perform their supervisory functions in an effective
manner. To the extent that more effective supervision results in
greater market integrity, municipal entities may make better use of
municipal advisory firms in a way that should positively affect their
capital formation activities.
2. Costs
    The books and records requirements of proposed rule 15Ba1-7 would
impose compliance burdens on municipal advisory firms. In particular,
the Commission anticipates the following one-time costs:
     If adopted, municipal advisory firms may incur one-time
costs in establishing the new internal controls and systems necessary
to comply with the record-keeping requirements of the proposed rule.
The Commission believes that for municipal advisory firms that are
municipal financial advisors or municipal investment advisers and are
currently regulated with respect to their other activities, these costs
would be limited because the proposed rule allows some records

to be maintained in compliance with those other rules.\414\ The
Commission believes that these costs would also be limited for
municipal advisory firms that have voluntarily adopted similar record-
keeping practices. Commission staff anticipates that these costs may be
higher for solicitors and for municipal advisory firms that are not
otherwise regulated or have not voluntarily adopted similar record-
keeping practices.
---------------------------------------------------------------------------

    \414\ See supra Section II.C.
---------------------------------------------------------------------------

    The Commission also anticipates the following recurring costs:
     The Commission believes that the ongoing annual labor cost
for all municipal advisory firms to comply with the proposed
requirement would be approximately $9,050,000.\415\
---------------------------------------------------------------------------

    \415\ 181,000 hours (total estimated hourly burden under the
proposed rules for all municipal advisory firms to annually comply
with the books and records requirement) x $50 (hourly rate for a
General Clerk) = $9,050,000. The $50 per hour figure for a General
Clerk is from the SIFMA publication titled Management & Professional
Earnings in the Securities Industry 2010, as modified by Commission
staff to account for an 1,800 hour work year and multiplied by 5.35
to account for bonuses, firm size, employee benefits and overhead.
---------------------------------------------------------------------------

     If adopted, municipal advisory firms would also incur
recurring costs related to the maintenance of books and records and the
storage of such books and records, as required by the proposed rule.
For the purposes of this analysis, these recurring costs are included
in the cost estimate noted above.
     If adopted, municipal advisory firms would also need to
provide applicable training to ensure compliance with the proposed
record-keeping requirements. For the purposes of this analysis, this
recurring cost is included in the cost estimate noted above.
    The Commission does not believe that currently-operating municipal
advisory firms would be subject to significant additional record-
keeping costs as a result of the proposed rule because such municipal
advisory firms already maintain books and records as part of their day-
to-day operations. The proposed rule, however, provides specific
parameters relating to the retention and maintenance of certain books
and records and the proposed requirements may be more extensive than
current market practices. Moreover, the Commission recognizes that
these costs may impact those municipal advisory firms that are not
already registered as either investment advisers or broker-dealers to a
greater degree than they would impact municipal advisory firms that
have previously registered under another regulatory regime. Based on
discussions with industry participants, however, Commission staff
believes that some unregistered municipal advisory firms may already
keep business records similar to those required by the Commission's
proposal. The proposed record-keeping requirements would reinforce
improvements in disclosure about, and the average quality of, municipal
advisors.
    The Commission has considered the effects on competition,
efficiency and capital formation of the proposed rule regarding initial
and ongoing record-keeping in the context of the proposed permanent
registration regime as a whole, as noted above.

E. Request for Comment on Economic Analysis

    The Commission seeks estimates of the costs and benefits identified
in this Economic Analysis section, as well as any costs and benefits
not already discussed, which may result from the adoption of the
proposed rules and forms. In connection with the comments requested
below, the Commission requests comment on its understanding of the
municipal advisor markets reflected in Sections I.A.1.a and I.A.1.b
above. The Commission also requests comment on the potential costs and
benefits of alternatives suggested by commenters. The Commission
specifically requests comments with respect to the following:
     Would the availability of disciplinary information and
conflict of interest information, along with the other information
required by Form MA and Form MA-I, assist municipal entities or
obligated persons in making hiring decisions with respect to municipal
advisors?
    The Commission solicits comments on the costs associated with the
registration-related rules and new forms. The Commission specifically
requests comment on the following:
     Would additional benefits accrue if the Commission
required different or additional information on the proposed forms and,
if so, what would these requirements entail?
     Are there additional costs or benefits related to
registration that the Commission should consider? In particular, are
there any outside costs associated with Form MA-NR that the Commission
has not identified and should consider?
    The Commission solicits comments on the costs and benefits related
to the proposed record-keeping requirements. The Commission
specifically requests comment on the following:
     Would additional benefits accrue if the Commission imposed
different or additional record-keeping requirements and, if so, what
would these requirements entail?
     The Commission specifically requests comments on the
initial and ongoing costs associated with establishing and maintaining
the record-keeping systems and related policies and procedures,
including whether municipal advisory firms that are otherwise currently
regulated would incur different record-keeping costs.
     Are there additional costs or benefits related to record-
keeping that the Commission should consider? If so, please explain.
    The Commission generally requests comment on the competitive or
anticompetitive effects, as well as efficiency and capital formation
effects, of the proposed rules and forms on any market participants if
the proposals are adopted as proposed. Commenters should provide
analysis and empirical data to support their views on the costs and
benefits associated with the proposed rules and forms.

VI. Consideration of Impact on the Economy

    For purposes of the Small Business Regulatory Enforcement Fairness
Act of 1996, or ``SBREFA,'' \416\ the Commission must advise OMB as to
whether the proposed regulation constitutes a ``major'' rule. Under
SBREFA, a rule is considered ``major'' where, if adopted, it results or
is likely to result in: (1) An annual effect on the economy of $100
million or more (either in the form of an increase or a decrease); (2)
a major increase in costs or prices for consumers or individual
industries; or (3) significant adverse effect on competition,
investment or innovation. If a rule is ``major,'' its effectiveness
will generally be delayed for 60 days pending Congressional review.
---------------------------------------------------------------------------

    \416\ Public Law 104-121, Title II, 110 Stat. 857 (1996)
(codified in various sections of 5 U.S.C., 15 U.S.C. and as a note
to 5 U.S.C. 601).
---------------------------------------------------------------------------

    The Commission requests comment on the potential impact of the
proposed rules and forms on the economy on an annual basis, on the
costs or prices for consumers or individual industries, and on
competition, investment or innovation. Commenters are requested to
provide empirical data and other factual support for their view to the
extent possible.

VII. Initial Regulatory Flexibility Analysis

    The Commission has prepared this Initial Regulatory Flexibility
Analysis

(IRFA) in accordance with Section 603(a) of the Regulatory Flexibility
Act (RFA).\417\ This IRFA relates to proposed rules 240.15Ba1-1 through
240.15Ba1-7 under the Exchange Act, which sets forth the requirements
for municipal advisors to register with the Commission and the books
and records that registered municipal advisory firms must make and
keep.
---------------------------------------------------------------------------

    \417\ See 5 U.S.C. 603(a).
---------------------------------------------------------------------------

    Section 15B, as amended by the Dodd-Frank Act, generally is
intended to strengthen oversight of the municipal securities markets
and broaden current municipal securities market protections to cover,
among other things, previously unregulated market participants. The
proposed rules and forms are designed to meet this mandate by requiring
each municipal advisor, whether a firm or a natural person, to provide
basic identifying information about itself, a description of its
activities, and facts regarding its disciplinary history, if any.

A. Reasons and Objectives for the Proposed Rules

    Sections I and II of this Release describe the reasons for and
objectives of the proposed rules and forms. Many market professionals
are involved in issuing municipal securities and advising municipal
entities and obligated persons with respect to municipal financial
products. Historically, however, municipal advisors have been largely
unregulated. Consistent with the requirements of the Dodd-Frank Act,
the Commission is proposing new rules and forms that, if adopted, would
establish a permanent registration regime for municipal advisors. The
Commission believes that the information disclosed pursuant to the
proposed rules and forms would provide significant value to the
Commission in its oversight of municipal advisors and their activities
in the municipal securities markets. The information provided pursuant
to these proposed rules and forms would also aid municipal entities,
obligated persons, and others in choosing municipal advisors, engaging
in transactions with municipal advisors, or participating in
transactions in municipal securities issued in offerings in which a
municipal advisor provided municipal advisory services.

B. Legal Basis

    Pursuant to the Exchange Act, and particularly Sections 15B, 17,
and 36 (15 U.S.C. 78o-4, 78q, and 78mm, respectively), the Commission
is proposing to adopt Sec. Sec.  240.15Ba1-1 through 240.15Ba1-7, Form
MA, Form MA-I, Form MA-W, and Form MA-NR.

C. Small Entities Subject to the Proposed Rules

    Under section 601(3) of the RFA, the term ``small business'' is
defined as having ``the same meaning as the term `small business
concern' under section 3 of the Small Business Act, unless an agency,
after consultation with the Office of Advocacy of the Small Business
Administration and after opportunity for public comment, establishes
one or more definitions of such term which are appropriate to the
activities of the agency and publishes such definition(s) in the
Federal Register.'' \418\ The Commission's rules do not define ``small
business'' or ``small organization'' for purposes of municipal
advisors. The SBA defines small business, for purposes of entities that
provide financial investments and related activities, as a business
that had annual receipts of less than $7 million during the preceding
fiscal year and is not affiliated with any person that is not a small
business or small organization.\419\ Therefore, the Commission is using
the SBA's definition of small businesses to define municipal advisors
that are small entities for purposes of the RFA.
---------------------------------------------------------------------------

    \418\ 5 U.S.C. 601(3).
    \419\ See 13 CFR 121.201.
---------------------------------------------------------------------------

    In developing the proposed rules and forms, the Commission has
considered their potential impact on the small entities that would be
subject to the proposed rules and would be required to complete the
proposed forms. All municipal advisors must register with the
Commission, including small entities, and would be subject to the
proposed rules.
    Based on the number of municipal advisors who have already
registered with the Commission by completing Form MA-T, the Commission
estimates that approximately 1,000 municipal advisory firms, including
sole proprietors, would be required to complete Form MA.\420\ In
connection with the promulgation of rule 15Ba2-6T, industry sources
were unable to provide an estimate, based on the definitions discussed
above, of how many of these municipal advisory firms would be small
businesses or small organizations.\421\ However, for purposes of this
IRFA, the Commission believes that the proportion of small municipal
advisory firms subject to the proposed rules compared to all Form MA
applicants subject to the proposed rules may be similar to the
proportion of small registered broker-dealers compared to all
registered broker-dealers. The Commission has previously estimated that
approximately 17% of all broker-dealers are ``small'' for the purposes
of the RFA.\422\ Thus, the Commission estimates that approximately 170
municipal advisory firms that would be required to register with the
Commission by filing Form MA would be small entities subject to the
proposed rules.\423\
---------------------------------------------------------------------------

    \420\ See supra Section IV.C.
    \421\ Proposed Form MA, Item 10, would ask municipal advisors to
indicate whether they meet the definition of ``small business'' or
``small organization.'' As a result, if adopted, in the future the
Commission would have information on which to base estimates of the
number of small municipal advisors subject to its rules.
    \422\ See Securities Exchange Act Release No. 61908 (April 14,
2010), 75 FR 21456, 21483 (April 23, 2010). The Commission received
no comments on its estimate of the percentage of all broker-dealers
that are considered ``small'' for RFA purposes.
    \423\ 1,000 (estimated number of municipal advisors subject to
the Rule) x .17 (estimated percentage of municipal advisors that are
small entities) = 170 small entity municipal advisors.
---------------------------------------------------------------------------

    The Commission estimates that approximately 21,800 natural persons
must complete Form MA-I.\424\ Of these Form MA-I applicants, only those
that are sole proprietors and meet the annual receipts threshold would
be considered small entities subject to the proposed rules.\425\
Because all sole proprietors would be required to complete Form MA in
addition to Form MA-I, the Commission believes that sole proprietors
that would be small entities subject to the proposed rules, i.e., that
are under the ``small entities'' annual receipts thresholds, are
already counted among the estimate of 170 small entities calculated
above. Thus, for the purposes of this IRFA, the Commission does not
believe that it would be necessary to further estimate the number of
small entities among Form MA-I applicants, because such an estimate
would result in the double-counting of respondents. The Commission
estimates that a total of 170 municipal advisors would be small
entities subject to the proposed rules.
---------------------------------------------------------------------------

    \424\ See supra Section IV.C.
    \425\ Individuals who are not sole proprietors, i.e., employees
of municipal advisors, and must register on Form MA-I would not fall
within the definitions of ``small business'' or ``small
organization,'' because only those businesses and organizations that
are ``independently owned'' may qualify as small entities pursuant
to the definitions contained in the RFA. See 5 U.S.C. 601(4) and 15
U.S.C. 632(a)(1).
---------------------------------------------------------------------------

    The Commission requests comment on its estimate of how many
municipal advisors would be small entities for purposes of the IRFA.
Specifically, the Commission seeks comment on whether there are
alternative ways to estimate the number of municipal advisors that are
small entities. Is the proportion of

small registered municipal advisors to all registered municipal
advisors for purposes of the IRFA similar to the proportion of small
registered broker-dealers to all registered broker-dealers?

D. Reporting, Record-keeping, and Other Compliance Requirements

    The proposed rules and forms would impose certain reporting and
record-keeping requirements on small municipal advisors. For example,
under the proposed rules, municipal advisors would be required to
complete the information disclosure requirements on Forms MA and MA-I,
as applicable. Moreover, municipal advisory firms would be required to
maintain books and records relating to their municipal advisory
activities in which they engage.
    As discussed above, under the proposed rules, municipal advisors
are required by statute to register with the Commission. The Commission
is proposing a permanent registration regime for municipal advisors
that would require completion of Form MA and/or Form MA-I, as
applicable.
    The Commission estimates that the initial cost per applicant to
complete Form MA and the initial self-certification would be
approximately $1,110,\426\ and the initial reporting cost per applicant
to complete Form MA-I and the initial self-certification would be
approximately $510.\427\ The Commission also estimates that the ongoing
annual cost per applicant to amend Form MA and complete self-
certification would be approximately $510,\428\ and the ongoing annual
cost per applicant to amend Form MA-I and complete self-certification
would be approximately $160.\429\
---------------------------------------------------------------------------

    \426\ 6.5 hours (total estimated hourly burden under the
proposed rules for one municipal advisor to complete a Form MA and
complete initial self-certification) x $170 (combined hourly rate
for a Compliance Manager and Compliance Clerk) = $1,110. See supra
note 398 for the calculation of the combined hourly rate.
    \427\ 3.0 hours (total estimated hourly burden under the
proposed rules for one municipal advisor to complete a Form MA-I and
complete initial self-certification) x $170 (combined hourly rate
for a Compliance Manager and Compliance Clerk) = $510. See supra
note 399 for the calculation of the combined hourly rate.
    \428\ 2.5 hours (estimated time to prepare one annual amendment
and complete annual self-certification for Form MA) x 1.0 (number of
annual amendments per year) x $170 (combined hourly rate for a
Compliance Manager and Compliance Clerk) + 0.5 hours (estimated time
to prepare one interim updating amendment per year for Form MA) x
1.0 (average number of interim updating amendments per year) x $170
(combined hourly rate for a Compliance Manager and Compliance Clerk)
= $510. See supra note 398 for the calculation of the combined
hourly rate.
    \429\ 0.5 hours (estimated time to complete amended Form MA-I) x
1.7 (average number of amendments per year) x $170 (combined hourly
rate for a Compliance Manager and Compliance Clerk) = $145; 0.1
hours (estimated time to complete annual self-certification on Form
MA-I) x $170 (combined hourly rate for a Compliance Manager and
Compliance Clerk) = $17; $145 + $17 = $162. See supra note 399 for
the calculation of the combined hourly rate.
---------------------------------------------------------------------------

    Municipal advisors would also incur costs when they need to
withdraw their registration. The Commission estimates that the cost per
registrant to complete Form MA-W would be approximately $85.\430\ In
addition, non-resident municipal advisors and non-resident general
partners and managing agents of municipal advisors would incur costs to
file Form MA-NR. The Commission estimates that the cost per filer to
complete Form MA-NR would be approximately $255.\431\ Non-resident
municipal advisory firms would also incur costs to obtain an opinion of
counsel. The Commission estimates that the cost per non-resident
municipal advisory firm to obtain an opinion of counsel, including the
cost to hire outside counsel, would be approximately $1,960.\432\
---------------------------------------------------------------------------

    \430\ 0.5 hours (estimated time to complete Form MA-W) x $170
(combined hourly rate for a Compliance Manager and Compliance Clerk)
= $85. See supra note 398 for the calculation of the combined hourly
rate.
    \431\ 1.5 hours (estimated time to complete Form MA-NR) x $170
(combined hourly rate for a Compliance Manager and Compliance Clerk)
= $255. See supra note 398 for the calculation of the combined
hourly rate.
    \432\ 3.0 hours (estimated time to obtain opinion of counsel) x
$354 (hourly rate for an internal attorney) = $1,062. See supra note
411 regarding the hourly rate. $900 = estimated cost to hire outside
counsel. See supra note 344 for an explanation of the outside
counsel cost estimate. $1,062 + $900 = $1,962.
---------------------------------------------------------------------------

    The Commission also believes that some municipal advisory firms
would incur costs associated with hiring outside counsel to determine
the need to file and to comply with the requirements of the proposed
rules and forms. The Commission estimates that the total cost per
municipal advisory firm to hire outside counsel would be approximately
$400.\433\
---------------------------------------------------------------------------

    \433\ 1 hour (estimated time spent by outside counsel to help
municipal advisor comply with rule) x $400 (hourly rate for an
attorney) = $400. See supra note 357 for the calculation of the
hourly rate.
---------------------------------------------------------------------------

    Based on discussions with various industry participants and the
Commission's prior experience with broker-dealers and investment
advisers, the Commission estimates that the average cost per municipal
advisory firm to comply with the proposed requirement to maintain
annual books and records would be approximately $9,050.\434\ The
Commission requests comment on these estimates.
---------------------------------------------------------------------------

    \434\ 181 hours (estimated time spent by municipal advisors to
ensure annual compliance with the books and records requirement) x
$50 (hourly rate for a General Clerk) = $9,050. See supra note 415
for the calculation of the hourly rate.
---------------------------------------------------------------------------

    The Commission believes that these compliance burdens would not
disproportionately affect small entities. The Commission notes that the
proposed rules and forms strike the appropriate balance between
minimizing the burden on small municipal advisors and allowing the
Commission to meet its mandate under Section 15B of the Exchange Act to
establish a permanent registration regime for municipal advisors.
Moreover, the Commission believes that completing and submitting Forms
MA and MA-I electronically should not be unduly burdensome or costly
for municipal advisors, including small municipal advisors.

E. Duplicative, Overlapping, or Conflicting Federal Rules

    As discussed in Section I.B, a temporary registration procedure was
developed as a transitional step toward the implementation of a
permanent registration regime for municipal advisors. Rule 15Ba2-6T
provides that, unless rescinded, a municipal advisor's temporary
registration by means of Form MA-T will expire on the earlier of (1)
the date that the municipal advisor's registration is approved or
disapproved by the Commission pursuant to a final rule rescinded by the
Commission or (2) December 31, 2011.\435\
---------------------------------------------------------------------------

    \435\ See 17 CFR 240.15Ba2-6T(e).
---------------------------------------------------------------------------

    The Commission is proposing rules and forms to establish a
permanent municipal advisors registration regime. Under the permanent
registration regime, all municipal advisors, including those who had
previously registered on Form MA-T, would be required to register anew
on Form MA and/or on Form MA-I. Thus, the Commission believes that
current rules do not generally duplicate, overlap, or conflict with the
proposed rules.
    The Commission recognizes, however, that some of the information
that respondents would collect for purposes of the proposed record-
keeping rules and the relevant proposed registration forms would
overlap with information previously collected for other registration
regimes or record-keeping rules. As acknowledged above, the Commission
recognizes that persons who have registered on Form MA-T under the
temporary registration regime or that have completed a Form BD, ADV or
U4, could require less time to research and complete the proposed
permanent registration forms to the extent information contained in
those

other forms can be incorporated by reference or used to assist in
completing information on Forms MA or MA-I. Persons who are Commission-
registered investment advisers or broker-dealers may also require less
time to comply with the proposed rule 15Ba1-7 books and records
requirements, to the extent that the proposed books and records
requirements overlap with those required to be kept and maintained in
accordance with investment adviser and/or broker-dealer books and
records requirements.

F. Significant Alternatives

    Pursuant to Section 3(a) of the RFA,\436\ the Commission must
consider certain types of alternatives, including: (1) The
establishment of differing compliance or recording requirements or
timetables that take into account the resources available to small
entities; (2) the clarification, consolidation, or simplification of
compliance and reporting requirements under the proposed rules for
small entities; (3) the use of performance rather than design
standards; and (4) an exemption from coverage of the proposed rules, or
any part of the proposed rules, for small entities.
---------------------------------------------------------------------------

    \436\ 5 U.S.C. 603(c).
---------------------------------------------------------------------------

    The Commission believes that the proposed rules and forms strike
the appropriate balance between minimizing the burden on small
municipal advisors and allowing the Commission to meet its mandate
under Section 15B of the Exchange Act to establish a registration
regime for municipal advisors. The Commission does not believe that
establishing different compliance or reporting standards is necessary
because the information requested in Forms MA and MA-I would be
accessible to municipal advisors regardless of whether the municipal
advisor is a small entity. Moreover, the Commission believes that
completing and submitting Forms MA and MA-I electronically should not
be unduly burdensome or costly for municipal advisors, including small
municipal advisors. In developing the proposed rules and forms, the
Commission considered requiring additional information from municipal
advisors and using different submission mechanisms. The Commission
decided that the information in the proposed forms and the submission
requirements would be simple, straightforward, and take into account
the resources available to all municipal advisors, including small
municipal advisors. The Commission believes that it is inconsistent
with the goals of a uniform registration system to use performance
standards rather than design standards. Further, the Commission
believes that it would be inconsistent with the purposes of the
Exchange Act to exempt small entities from compliance with the proposed
rules.

G. General Request for Comment

    The Commission is soliciting comments regarding its analysis. The
Commission requests comment on the number of small entities that would
be subject to the proposed rules and forms and whether the proposed
rules and forms would have any effects that have not been discussed.
The Commission requests that commenters describe the nature of any
effects on small entities subject to the rule and provide empirical
data to support the nature and extent of such effects. The Commission
also requests comment on the compliance burdens and how they would
affect small entities. Does the proposed permanent registration regime
create an undue burden on small entities? Are there any additional
compliance burdens that would affect small entities in particular,
compared to larger entities?

VIII. Statutory Basis and Text of Proposed Amendments

    Pursuant to the Exchange Act, and particularly Sections 15B, 17,
and 36 (15 U.S.C. 78o-4, 78q, and 78mm, respectively), the Commission
is proposing to adopt Sec. Sec.  240.15Ba1-1 through 240.15Ba1-7, Form
MA, Form MA-I, Form MA-W, and Form MA-NR.

List of Subjects in 17 CFR Parts 240 and 249

    Municipal advisors, Registration requirements, Reporting and
record-keeping requirements.

Text of Proposed Rules and Forms

    For the reasons set out above, Title 17, Chapter II of the Code of
Federal Regulations, is proposed to be amended as follows:

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934

    1. The general authority citation for part 240 is amended by adding
the following citation in numerical order to read as follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3,
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i,
78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78o, 78o-4, 78p, 78q, 78s,
78u-5, 78w, 78x, 78ll, 78mm, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3,
80b-4, 80b-11, and 7201 et seq.; 18 U.S.C. 1350; and 12 U.S.C.
5221(e)(3), unless otherwise noted.
* * * * *
    Sections 240.15Ba1-1 through 240.15Ba1-7 are also issued under
Pub. L. 111-203, Sec.  975, 124 Stat. 1376, 1915-1923 (2010).
* * * * *
    2. Section 240.15Ba1-1 through 240.15Ba1-7 are added to read as
follows:

Sec.
* * * * *
240.15Ba1-1 Definitions.
240.15Ba1-2 Application for municipal advisor registration.
240.15Ba1-3 Withdrawal from municipal advisor registration.
240.15Ba1-4 Amendments to application for registration and self-
certification.
240.15Ba1-5 Consent to service of process to be furnished by non-
resident municipal advisors, general partners and managing agents;
legal opinion to be furnished by non-resident municipal advisors.
240.15Ba1-6 Registration of successor to municipal advisor.
240.15Ba1-7 Books and records to be maintained by municipal advisor.

Sec.  240.15Ba1-1  Definitions.

    As used in the rules and regulations prescribed by the Commission
pursuant to Section 15B of the Securities Exchange Act of 1934 (15
U.S.C. 78o-4):
    (a) Guaranteed investment contract has the same meaning as in
Section 15B(e)(2) of the Securities Exchange Act of 1934 (15 U.S.C.
78o-4(e)(2)).
    (b) The term investment strategies, as defined in Section 15B(e)(3)
of the Securities Exchange Act of 1934 (15 U.S.C. 78o-4(e)(3)),
includes plans, programs or pools of assets that invest funds held by
or on behalf of a municipal entity.
    (c) Managing agent means any person, including a trustee, who
directs or manages, or who participates in directing or managing, the
affairs of any unincorporated organization or association other than a
partnership.
    (d)(1) Municipal Advisor has the same meaning as in Section
15B(e)(4) of the Securities Exchange Act of 1934 (15 U.S.C. 78o-
4(e)(4)).
    (2) The term Municipal Advisor shall not include:
    (i) A broker, dealer, or municipal securities dealer serving as an
underwriter (as that term is defined in Section 2(a)(11) of the
Securities Act of 1933 (15 U.S.C. 77b(a)(11))) on behalf of a municipal
entity or obligated person, unless the broker, dealer or municipal
securities dealer engages in municipal advisory activities while acting
in a capacity other than as an underwriter on behalf of a municipal
entity or obligated person.

    (ii) An investment adviser registered under the Investment Advisers
Act of 1940 (15 U.S.C. 80b-1 et seq.) or a person associated with such
registered investment adviser, unless the registered investment adviser
or person associated with the investment adviser engages in municipal
advisory activities other than providing investment advice that would
subject such adviser or person associated with such adviser to the
Investment Advisers Act of 1940.
    (iii) Any commodity trading advisor registered under the Commodity
Exchange Act or persons associated with a commodity trading advisor,
unless the registered commodity trading advisor or persons associated
with the registered commodity trading advisor engages in municipal
advisory activities other than advice related to swaps (as defined in
Section 1a(47) of the Commodity Exchange Act (7 U.S.C. 1a(47)) and
Section 3(a)(69) of the Securities Exchange Act of 1934 (15 U.S.C.
78c(a)(69)), including any rules and regulations thereunder).
    (iv) Any attorney, unless the attorney engages in municipal
advisory activities other than the offer of legal advice or the
provision of services that are of a traditional legal nature to a
client of the attorney that is a municipal entity or obligated person.
    (v) Any engineer, unless the engineer engages in municipal advisory
activities other than providing engineering advice.
    (vi) Any accountant, unless the accountant engages in municipal
advisory activities other than preparing financial statements, auditing
financial statements, or issuing letters for underwriters for, or on
behalf of, a municipal entity or obligated person.
    (e) Municipal advisory activities means providing advice to or on
behalf of a municipal entity (as defined in Section 15B(e)(8) of the
Securities Exchange Act of 1934 (15 U.S.C. 78o-4(e)(8)) or obligated
person (as defined in Section 15B(e)(10) of the Securities Exchange Act
of 1934 (15 U.S.C. 78o-4(e)(10))) with respect to municipal financial
products or the issuance of municipal securities, including advice with
respect to the structure, timing, terms, and other similar matters
concerning such financial products or issues; or solicitation of a
municipal entity or obligated person.
    (f) Municipal derivatives means any swap (as defined in Section
1a(47) of the Commodity Exchange Act (7 U.S.C. 1a(47)) and Section
3(a)(69) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(69)),
including any rules and regulations thereunder) or security-based swap
(as defined in Section 3(a)(68) of the Securities Exchange Act of 1934
(15 U.S.C. 78c(a)(68)), including any rules and regulations thereunder)
to which a municipal entity is a counterparty, or to which an obligated
person, acting in its capacity as an obligated person, is a
counterparty.
    (g) Municipal financial product has the same meaning as in Section
15B(e)(5) of the Securities Exchange Act of 1934 (15 U.S.C. 78o-
4(e)(5)).
    (h) Non-resident means:
    (1) In the case of an individual, one who resides in or has his
principal office and place of business in any place not in the United
States;
    (2) In the case of a corporation, one incorporated in or having its
principal office and place of business in any place not in the United
States; and
    (3) In the case of a partnership or other unincorporated
organization or association, one having its principal office and place
of business in any place not in the United States.
    (i) The term obligated person, as defined in Section 15B(e)(10) of
the Securities Exchange Act of 1934 (15 U.S.C. 78o-4(e)(10)), shall not
include providers of municipal bond insurance, letters of credit, or
other liquidity facilities.
    (j) Principal office and place of business means the executive
office of the municipal advisor from which the officers, partners, or
managers of the municipal advisor direct, control, and coordinate the
activities of the municipal advisor.

Sec.  240.15Ba1-2  Application for municipal advisor registration.

    (a) Form MA. A person, other than a natural person, including a
sole proprietor, applying for registration with the Commission as a
municipal advisor pursuant to Section 15B of the Securities Exchange
Act of 1934 (15 U.S.C. 78o-4) must complete Form MA (17 CFR 249.1300)
in accordance with the instructions in such Form and file such Form
electronically with the Commission.
    (b) Form MA-I. A natural person (including a sole proprietor)
applying for registration with the Commission as a municipal advisor
pursuant to Section 15B of the Securities Exchange Act of 1934 (15
U.S.C. 78o-4) must complete Form MA-I (17 CFR 249.1310) in accordance
with the instructions in the Form and file such Form electronically
with the Commission.
    (c) When filed. Each Form MA (17 CFR 249.1300) and Form MA-I (17
CFR 249.1310) shall be considered filed with the Commission upon
acceptance by the [applicable electronic system]. Filings required to
be made on a day that the [applicable electronic system] is closed
shall be considered timely filed with the Commission if filed
electronically no later than the following business day.
    (d) Form MA and Form MA-I are reports. Each Form MA (17 CFR
249.1300) and Form MA-I (17 CFR 249.1310) required to be filed under
this section shall constitute a ``report'' within the meaning of
Sections 15B(c), 17(a), 18(a), 32(a) of the Securities Exchange Act of
1934 (15 U.S.C. 78o-4(c), 78q(a), 78r(a), 78ff(a)) and other applicable
provisions of the Exchange Act.

Sec.  240.15Ba1-3  Withdrawal from municipal advisor registration.

    (a) Form MA-W. Notice of withdrawal from registration as a
municipal advisor shall be filed on Form MA-W (17 CFR 249.1320) in
accordance with the instructions to the Form.
    (b) Electronic filing. Any notice of withdrawal on Form MA-W (17
CFR 249.1320) must be filed electronically.
    (c) Effective date. A notice of withdrawal from registration shall
become effective for all matters on the 60th day after the filing
thereof, within such longer period of time as to which such municipal
advisor consents or which the Commission by order may determine as
necessary or appropriate in the public interest or for the protection
of investors, or within such shorter period of time as the Commission
may determine. If a notice of withdrawal from registration is filed at
any time subsequent to the date of the issuance of a Commission order
instituting proceedings pursuant to Section 15B(c) of the Securities
Exchange Act of 1934 (15 U.S.C. 78o-4(c)) to censure, place limitations
on the activities, functions or operations of, or suspend or revoke the
registration of, such municipal advisor, or if prior to the effective
date of the notice of withdrawal pursuant to this paragraph (c), the
Commission institutes such a proceeding or a proceeding to impose terms
or conditions upon such withdrawal, the notice of withdrawal shall not
become effective pursuant to this paragraph (c) except at such time and
upon such terms and conditions as the Commission deems necessary or
appropriate in the public interest or for the protection of investors.
    (d) Form MA-W is a report. Each Form MA-W (17 CFR 249.1320)
required to be filed under this section shall constitute a ``report''
within the meaning of Sections 15B(c), 17(a), 18(a), 32(a) of the
Securities Exchange Act of 1934 (15 U.S.C. 78o-4(c), 78q(a), 78r(a),
78ff(a)) and other applicable provisions of the Exchange Act.

Sec.  240.15Ba1-4  Amendments to application for registration and self-
certification.

    (a) When amendment is required--Form MA. A registered municipal
advisor shall promptly amend the information contained in its Form MA
(17 CFR 249.1300):
    (1) At least annually, within 90 days of the end of a municipal
advisor's fiscal year, or of the end of the calendar year for municipal
advisors that are sole proprietors; and
    (2) More frequently, if required by the General Instructions to
Form MA (17 CFR 249.1300), as applicable.
    (b) When amendment is required--Form MA-I. A registered municipal
advisor shall promptly amend the information contained in its Form MA-I
(17 CFR 249.1310) by filing an amended Form MA-I whenever the
information contained in the Form MA-I becomes inaccurate for any
reason.
    (c) Electronic filing of amendments. A registered municipal advisor
shall file all amendments to Form MA (17 CFR 249.1300) and Form MA-I
(17 CFR 249.1310) electronically.
    (d) Amendments to Form MA and Form MA-I are reports. Each amendment
required to be filed under this section shall constitute a ``report''
within the meaning of Sections 15B(c), 17(a), 18(a), 32(a) of the
Securities Exchange Act of 1934 (15 U.S.C. 78o-4(c), 78q(a), 78r(a),
78ff(a)) and other applicable provisions of the Exchange Act.
    (e) Self-certification. A registered municipal advisor shall
complete the self-certification contained in Form MA (17 CFR 249.1300)
or Form MA-I (17 CFR 249.1310), as applicable:
    (1) At the time the municipal advisor initially files its
application for registration as a municipal advisor on Form MA (17 CFR
249.1300) or Form MA-I (17 CFR 249.1310), as applicable; and
    (2) In the case of a municipal advisor registered on Form MA (17
CFR 249.1300), annually, within 90 days of the end of a municipal
advisor's fiscal year, or of the end of the calendar year for municipal
advisors that are sole proprietors; and in the case of a municipal
advisor registered on Form MA-I (17 CFR 249.1310), annually within 90
days of the end of the calendar year.

Sec.  240.15Ba1-5  Consent to service of process to be furnished by
non-resident municipal advisors, general partners and managing agents;
legal opinion to be furnished by non-resident municipal advisors.

    (a) Each non-resident municipal advisor, and each non-resident
general partner or managing agent of a municipal advisor, applying for
registration pursuant to Section 15B(a) of the Securities Exchange Act
of 1934 (15 U.S.C. 78o-4(a)) shall, at the time of filing of the
municipal advisor's application on Form MA (17 CFR 249.1300) or MA-I
(17 CFR 249.1310), furnish to the Commission a written irrevocable
consent and power of attorney on Form MA-NR (17 CFR 249.1330) to
appoint an agent in the United States, other than a Commission member,
official, or employee, upon whom may be served any process, pleadings,
or other papers in any action brought against the non-resident
municipal advisor, or non-resident general partner or non-resident
managing agent of a municipal advisor, to enforce this Title.
    (b) Any change to the name or address of each non-resident
municipal advisor's, general partner's or managing agent's agent for
service of process shall be communicated promptly to the Commission
through amendment of the Form MA-NR (17 CFR 249.1330).
    (c) Each non-resident municipal advisor, general partner and
managing agent must promptly appoint a successor agent for service of
process and file an amended Form MA-NR (17 CFR 249.1330) if the non-
resident municipal advisor, general partner or managing agent
discharges its identified agent for service of process or if its agent
for service of process is unwilling or unable to accept service on
behalf of the non-resident municipal advisor, general partner or
managing agent.
    (d) Each non-resident municipal advisor, other than a natural
person, including non-resident sole proprietors, applying for
registration pursuant to this section shall provide an opinion of
counsel on Form MA (17 CFR 249.1300) that the municipal advisor can, as
a matter of law, provide the Commission with access to the books and
records of such municipal advisor as required by law and that the
municipal advisor can, as a matter of law, submit to onsite inspection
and examination by the Commission.

Sec.  240.15Ba1-6  Registration of successor to municipal advisor.

    (a) In the event that a municipal advisor succeeds to and continues
the business of a municipal advisor registered pursuant to Section
15B(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78o-4(a)), the
registration of the predecessor shall be deemed to remain effective as
the registration of the successor if the successor, within 30 days
after such succession, files an application for registration on Form MA
(17 CFR 249.1300), and the predecessor files a notice of withdrawal
from registration on Form MA-W (17 CFR 249.1320); provided, however,
that the registration of the predecessor municipal advisor will cease
to be effective as the registration of the successor municipal advisor
45 days after the application for registration on Form MA is filed by
such successor.
    (b) Notwithstanding paragraph (a) of this section, if a municipal
advisor succeeds to and continues the business of a registered
predecessor municipal advisor, and 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 municipal advisor on Form MA (17 CFR 249.1300) to reflect
these changes. This amendment shall be deemed an application for
registration filed by the predecessor and adopted by the successor.

Sec.  240.15Ba1-7  Books and records to be maintained by municipal
advisors.

    (a) Every person, other than a natural person, including sole
proprietors, registered or required to be registered under Section 15B
of the Securities Exchange Act of 1934 (15 U.S.C. 78o-4) shall make and
keep true, accurate, and current the following books and records
relating to its municipal advisory activities:
    (1) Originals or copies of all written communications received, and
originals or copies of all written communications sent, by such
municipal advisor (including inter-office memoranda and communications)
relating to municipal advisory activities, regardless of the format of
such communications;
    (2) All check books, bank statements, cancelled checks and cash
reconciliations of the municipal advisor;
    (3) A copy of each version of the municipal advisor's policies and
procedures, if any, that are in effect or at any time within the last
five years were in effect;
    (4) A copy of any document created by the municipal advisor that
was material to making a recommendation to a municipal entity or
obligated person or that memorializes the basis for that
recommendation;
    (5) All written agreements (or copies thereof) entered into by the
municipal advisor with any municipal entity, employee of a municipal
entity, or an obligated person or otherwise relating to the business of
such municipal advisor as such;

    (6) A record of the names of persons who are currently, or within
the past five years were, associated with the municipal advisor; and
    (7) Books and records containing a list or other record of:
    (i) The names, titles, and business and residence addresses of all
persons associated with the municipal advisor;
    (ii) All municipal entities or obligated persons with which the
municipal advisor is engaging or has engaged in municipal advisory
activities in the past five years;
    (iii) The name and business address of each person to whom the
municipal advisor provides or agrees to provide, directly or
indirectly, payment to solicit a municipal entity, an employee of a
municipal entity, or an obligated person on its behalf; and
    (iv) The name and business address of each person that provides or
agrees to provide, directly or indirectly, payment to the municipal
advisor to solicit a municipal entity, an employee of a municipal
entity or an obligated person on its behalf.
    (8) A record of the initial or annual review, as applicable,
conducted by the municipal advisor of such municipal advisor's business
in connection with its self-certification on Form MA (17 CFR 249.1300).
    (b)(1) All books and records required to be made under this section
shall be maintained and preserved for a period of not less than five
years, the first two years in an easily accessible place.
    (2) Partnership articles and any amendments thereto, articles of
incorporation, charters, minute books, and stock certificate books of
the municipal advisor and of any predecessor shall be maintained in the
principal office of the municipal advisor and preserved until at least
three years after termination of the business or withdrawal from
registration as a municipal advisor.
    (c) A municipal advisor subject to paragraph (a) of this section,
before ceasing to conduct or discontinuing business as a municipal
advisor, shall arrange for and be responsible for the preservation of
the books and records required to be maintained and preserved under
this section for the remainder of the period specified in this section,
and shall notify the Commission in writing, at its principal office,
Washington, DC, of the exact address where such books and records will
be maintained during such period.
    (d) Electronic storage permitted. (1) General. The records required
to be maintained and preserved pursuant to this part may be maintained
and preserved for the required time on:
    (i) Electronic storage media, including any digital storage medium
or system that meets the terms of this section; or
    (ii) Paper documents.
    (2) General requirements. The municipal advisor must:
    (i) Arrange and index the records in a way that permits easy
location, access, and retrieval of any particular record;
    (ii) Provide promptly any of the following that the Commission (by
its examiners or other representatives) may request:
    (A) A legible, true, and complete copy of the record in the medium
and format in which it is stored;
    (B) A legible, true, and complete printout of the record; and
    (C) Means to access, view, and print the records; and
    (iii) Separately store, for the time required for preservation of
the record, a duplicate copy of the record on any medium allowed by
this section.
    (3) Special requirements for electronic storage media. In the case
of records on electronic storage media, the municipal advisor must
establish and maintain procedures:
    (i) to maintain and preserve the records, so as to reasonably
safeguard them from loss, alteration, or destruction;
    (ii) to limit access to the records to properly authorized
personnel and the Commission (including its examiners and other
representatives); and
    (iii) to reasonably ensure that any reproduction of a non-
electronic record on electronic storage media is complete, true, and
legible when retrieved.
    (e)(1) Any book or other record made, kept, maintained, and
preserved in compliance with Sec. Sec.  240.17a-3 and 240.17a-4 of this
chapter, rules of the Municipal Securities Rulemaking Board, or Sec.
275.204-2 under the Investment Advisers Act of 1940 (15 U.S.C. 80b-1),
which is substantially the same as a book or other record required to
be made, kept, maintained and preserved under this section, shall
satisfy the requirements of this section.
    (2) A record made and kept pursuant to any provision of paragraph
(a) of this section that contains all the information required under
any other provision of paragraph (a) of this section, need not be
maintained in duplicate in order to meet the requirements of the other
provisions of paragraph (a) of this section.
    (f)(1) Except as provided in paragraph (f)(3) of this section, each
non-resident municipal advisor, other than a natural person, including
sole proprietors, registered or applying for registration pursuant to
Section 15B of the Securities Exchange Act of 1934 (15 U.S.C. 78o-4)
shall keep, maintain, and preserve, at a place within the United States
designated in a notice from such municipal advisor as provided in
paragraph (f)(2) of this section, true, correct, complete, and current
copies of books and records which such municipal advisor is required to
make, keep current, maintain or preserve pursuant to any provisions of
any rule or regulation of the Commission adopted under the Securities
Exchange Act of 1934.
    (2) Except as provided in paragraph (f)(3) of this section, each
non-resident municipal advisor subject to paragraph (f)(1) of this
section shall furnish to the Commission a written notice specifying the
address of the place within the United States where the copies of the
books and records required to be kept and preserved by such municipal
advisor pursuant to paragraph (f)(1) of this section are located. Each
non-resident municipal advisor registered or applying for registration
when this paragraph becomes effective shall file such notice within 30
days after this paragraph becomes effective. Each non-resident
municipal advisor that files an application for registration after this
paragraph becomes effective shall file such notice with such
application for registration.
    (3) Notwithstanding the provisions of paragraphs (f)(1) and (2) of
this section, a non-resident municipal advisor need not keep or
preserve within the United States copies of the books and records
referred to in paragraphs (f)(1) and (2) of this section, if:
    (i) Such non-resident municipal advisor files with the Commission,
at the time or within the period provided by paragraph (f)(2) of this
section, a written undertaking, in a form acceptable to the Commission
and signed by a duly authorized person, to furnish to the Commission,
upon demand, at the Commission's principal office in Washington, DC, or
at any Regional Office of the Commission designated in such demand,
true, correct, complete, and current copies of any or all of the books
and records which such municipal advisor is required to make, keep
current, maintain, or preserve pursuant to any provision of any rule or
regulation of the Commission adopted under the Securities Exchange Act
of 1934 (15 U.S.C. 78a et seq.), or any part of such books and records
that may be specified in such demand. Such undertaking shall be in
substantially the following form:
    The undersigned hereby undertakes to furnish at its own expense to
the Securities and Exchange Commission at the Commission's principal
office in Washington, DC or at any Regional

Office of the Commission specified in a demand for copies of books and
records made by or on behalf of the Commission, true, correct,
complete, and current copies of any or all, or any part, of the books
and records that the undersigned is required to make, keep current, or
preserve pursuant to any provision of any rule or regulation of the
Securities and Exchange Commission under the Securities Exchange Act of
1934. This undertaking shall be suspended during any period when the
undersigned is making, keeping current, and preserving copies of all of
said books and records at a place within the United States in
compliance with 17 CFR 240.15Ba1-7(f)(1). This undertaking shall be
binding upon the undersigned and the heirs, successors and assigns of
the undersigned, and the written irrevocable consents and powers of
attorney of the undersigned, its general partners, and managing agents
filed with the Securities and Exchange Commission shall extend to and
cover any action to enforce the same.

and
    (ii) Such non-resident municipal advisor furnishes to the
Commission, at such municipal advisor's own expense 14 days after
written demand therefor forwarded to such municipal advisor by
registered mail at such municipal advisor's last address of record
filed with the Commission and signed by the Secretary of the Commission
or such person as the Commission may authorize to act in its behalf,
true, correct, complete, and current copies of any or all books and
records which such municipal advisor is required to make, keep current,
or preserve pursuant to any provision of any rule or regulation of the
Commission adopted under the Securities and Exchange Act of 1934, or
any part of such books and records that may be specified in said
written demand. Such copies shall be furnished to the Commission at the
Commission's principal office in Washington, DC, or at any Regional
Office of the Commission which may be specified in said written demand.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

    3. The general authority citation for part 249 is amended by adding
the following citation in numerical order to read as follows:

    Authority:  15 U.S.C. 78a et seq. and 7201 et seq.; and 18
U.S.C. 1350, unless otherwise noted.
* * * * *

    Sections 249.1300, 1310, 1320 and 1330 are also issued under
Pub. L. 111-203, Sec.  975, 124 Stat. 1376, 1915-1923 (2010).

* * * * *
    4. Subpart N is amended by removing Sec.  249.1300T and adding
Sec. Sec.  249.1300, 249.1310, 249.1320, and 249.1330 to read as
follows:

Subpart N--Forms for Registration of Municipal Advisors

Sec.
249.1300 Form MA, for registration as a municipal advisor, and for
amendments to registration.
249.1310 Form MA-I, for registration as a municipal advisor, and for
amendments to registration.
249.1320 Form MA-W, for withdrawal from registration as a municipal
advisor.
249.1330 Form MA-NR, for appointment of agent for service of process
by non-resident municipal advisor, and non-resident general partner
and non-resident managing agent of a municipal advisor.

Sec.  249.1300  Form MA, for registration as a municipal advisor, and
for amendments to registration.

    The form shall be used for registration as municipal advisors by
persons other than natural persons, and by sole proprietors, and for
amendments to registrations pursuant to Section 15B of the Securities
Exchange Act of 1934 (15 U.S.C. 78o-4).

Sec.  249.1310  Form MA-I, for registration as a municipal advisor, and
for amendments to registration.