Proposed Collection; Comment Request, 14272-14275 [2020-04946]

Download as PDF 14272 Federal Register / Vol. 85, No. 48 / Wednesday, March 11, 2020 / Notices C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others The Exchange neither solicited nor received comments on the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the foregoing proposed rule change does not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A) of the Act 32 and Rule 19b– 4(f)(6) thereunder.33 A proposed rule change filed pursuant to Rule 19b–4(f)(6) under the Act 34 normally does not become operative for 30 days after the date of its filing. However, Rule 19b–4(f)(6)(iii) 35 permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has asked the Commission to waive the 30-day operative delay so that the proposal may become operative immediately upon filing. The Exchange has represented that adopting the DRT routing functionality and eliminating references to certain duplicative routing options will conform its routing strategies to its affiliated exchanges and will eliminate any potential confusion for its Users. The Commission believes that waiver of the 30-day operative delay is consistent with the protection of investors and the public interest and hereby waives the operative delay and designates the proposal as operative upon filing.36 At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the 32 15 U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f)(6). In addition, Rule 19b– 4(f)(6)(iii) requires a self-regulatory organization to give the Commission written notice of its intent to file the proposed rule change, along with a brief description and text of the proposed rule change, at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Exchange has satisfied this requirement. 34 17 CFR 240.19b–4(f)(6). 35 17 CFR 240.19b–4(f)(6)(iii). 36 For purposes only of waiving the 30-day operative delay, the Commission also has considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). lotter on DSKBCFDHB2PROD with NOTICES 33 17 VerDate Sep<11>2014 16:37 Mar 10, 2020 Jkt 250001 public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings under Section 19(b)(2)(B) of the Act 37 to determine whether the proposed rule change should be approved or disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission’s internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– CboeEDGA–2020–006 on the subject line. Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–1090. All submissions should refer to File Number SR–CboeEDGA–2020–006. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s internet website (https://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for website viewing and printing in the Commission’s Public Reference Room, 100 F Street NE, Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from 37 15 PO 00000 U.S.C. 78s(b)(2)(B). Frm 00089 Fmt 4703 comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–CboeEDGA–2020–006 and should be submitted on or before April 1, 2020. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.38 J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2020–04904 Filed 3–10–20; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION Proposed Collection; Comment Request Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of FOIA Services, Washington, DC 20549–2736. Extension: Rules 15Ba1–1 through 15Ba1–8, SEC File No. 270–619, OMB Control No. 3235– 0681. Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (‘‘Commission’’) is soliciting comments on the collection of information provided for in Rules 15Ba1–1 to 15Ba1–8 (17 CFR 240.15Ba1–1 to 17 CFR 240.15Ba1–8)—Registration of Municipal Advisors, under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) (the ‘‘Act’’). The Commission plans to submit this existing collection of information to the Office of Management and Budget for extension and approval. On September 20, 2013 (see 78 FR 67468, November 12, 2013), the Commission adopted Rules 15Ba1–1 through 15Ba1–8 and Rule 15Bc4–1 under the Act to establish the rules by which a municipal advisor must obtain, maintain, and terminate its registration with the Commission. In addition, the rules interpret the definition of the term ‘‘municipal advisor,’’ interpret the statutory exclusions from that definition, and provide certain additional regulatory exemptions. The rules became effective on January 13, 2014; however, on January 13, 2014, the Commission temporarily stayed such rules until July 1, 2014 (see 79 FR 2777, January 16, 2014). Amendments to Form MA and Form MA–I designed to eliminate aspects of the forms that request filers to provide certain forms of 38 17 Sfmt 4703 E:\FR\FM\11MRN1.SGM CFR 200.30–3(a)(12). 11MRN1 Federal Register / Vol. 85, No. 48 / Wednesday, March 11, 2020 / Notices personally identifiable information (‘‘PII’’), including Social Security numbers, dates of birth, or Foreign ID numbers became effective on May 14, 2018 (see 83 FR 22190, May 14, 2018). Section 15B(a)(1) of the Act makes it unlawful for a municipal advisor to provide advice to or on behalf of a municipal entity or obligated person with respect to municipal financial products or the issuance of municipal securities, or to undertake certain solicitations of a municipal entity or obligated person, unless the municipal advisor is registered with the Commission. The rules, among other things (i) require municipal advisors to file certain forms (i.e., Form MA, Form MA–A, Form MA/A, Form MA–I, Form MA–I/A, Form MA–NR, and Form MA– W) with the Commission to obtain, maintain, or terminate their registration with the Commission and maintain certain books and records in accordance with the Act, and (ii) set forth how certain entities may meet the requirements of the statutory exclusions or regulatory exemptions from the definition of ‘‘municipal advisor.’’ lotter on DSKBCFDHB2PROD with NOTICES Form MA The Commission estimates that approximately 35 respondents will submit new Form MA applications annually in each of the next three years.1 The Commission further estimates that each submission will take approximately 3.5 hours. Thus, the total annual burden borne by respondents for submitting an initial Form MA application will be approximately 123 hours.2 The Commission estimates that respondents submitting new Form MA applications would, on average, consult with outside counsel for one hour, at a rate of $400/hour. Thus, the Commission estimates that the average total annual cost that may be incurred by all respondents filing new Form MA applications will be $14,000.3 In addition to filing initial Form MA applications, the rules require municipal advisors to amend Form MA once annually (Form MA–A) and after the occurrence of any enumerated material event (Form MA/A). The requirement to amend Form MA applies to all registered municipal advisors. There are currently approximately 535 municipal advisors registered with the Commission and, as noted above, the 1 The estimate is derived by averaging the number of Form MA filings over the last three years and rounding up. There were 39 Form MA submissions in 2017, 34 Form MA submissions in 2018, and 30 Form MA submissions in 2019. 2 35 respondents × 3.5 hours = 122.5 hours. 3 35 respondents × ($400/hour × 1 hour) = $14,000. VerDate Sep<11>2014 16:37 Mar 10, 2020 Jkt 250001 Commission anticipates receiving 105 new Form MA submissions over the next three years. Therefore, the Commission expects that the rules’ requirement to amend Form MA will apply to approximately 570 municipal advisors in year one, approximately 605 municipal advisors in year two, and approximately 640 municipal advisors in year three. The Commission estimates that completing an annual amendment would take a municipal advisor approximately 1.5 hours and completing a material event amendment would take 0.5 hours. The Commission further estimates that each municipal advisor will submit two amendments per year (one Form MA–A and one Form MA/A). Thus, the Commission estimates that the average annual burden borne by respondents for amending Form MA during the three-year period will be approximately 1,210 hours.4 Form MA–I The Commission estimates that it will receive approximately 570 new Form MA–I submissions annually.5 The Commission further estimates that each Form MA–I submission will take approximately three hours to complete. Thus, the total annual burden borne by respondents submitting Form MA–I will be approximately 1,710 hours.6 The Commission also estimates that a Form MA–I respondent will submit 2.95 updating amendments per year (Form MA–I/A), and that each such amendment will take approximately 0.5 hours to complete.7 There are currently approximately 3,385 Form MA-Is on file with the Commission for natural persons currently associated with a municipal advisor and, as noted above, the Commission expects to receive 1,710 Form MA–I submissions over the next three years.8 Therefore, the Commission respondents × 2 hours) + (605 respondents × 2 hours) + (640 respondents × 2 hours))/3 = 1,210 hours. 5 The estimate is derived by averaging the number of Form MA–I submissions over the last three years. There were 619 Form MA–I submissions in 2017, 466 Form MA–I submissions in 2018, and 624 Form MA–I submissions in 2019. 6 570 submissions × 3 hours = 1,710 hours. 7 The estimate is derived by averaging the number of updating amendments submitted by respondents over the last three years. In 2017, the average number is 2,078 Form MA–I/A/574 municipal advisors = 3.62. In 2018 the average number is 1,398 Form MA–I/A/555 municipal advisors = 2.52. In 2019, the average number is 1,442 Form MA–I/ A/535 municipal advisors = 2.70. Averaging the average number of updating amendments for the last three years: 3.62 (2017) + 2.52 (2018) + 2.70 (2019)/3 = 2.95 updating amendments per year. 8 The estimated number of active Form MA–I filings is derived by taking the total number of Form MA–I submissions with the Commission as of December 31, 2019 and subtracting the number of Form MA–I/A withdrawals as of the same date. 4 ((570 PO 00000 Frm 00090 Fmt 4703 Sfmt 4703 14273 expects the rules’ requirement to amend Form MA–I to apply to approximately 3,955 Form MA–Is in year one, approximately 4,525 Form MA–Is in year two, and approximately 5,095 Form MA–Is in year three. Thus, the Commission estimates that the average annual burden borne by respondents submitting Form MA–I amendments during the three-year period will be approximately 6,674 hours.9 Form MA–W The Commission estimates that it will receive 46 new Form MA–W submissions annually.10 The Commission further estimates that each Form MA–W submission will take approximately 0.5 hours to complete. Thus, the total annual burden borne by respondents submitting Form MA–W will be approximately 23 hours.11 Form MA–NR The Commission estimates that three municipal advisors will have a nonresident general partner, non-resident managing agent, or non-resident associated person and such advisors will submit a total of approximately five Form MA–NRs annually.12 The Commission further estimates that each Form MA–NR submission will take approximately 1.5 hours to complete. Thus, the total annual burden borne by respondents submitting Form MA–NR will be approximately 7.5 hours.13 In addition, each respondent that submits a Form MA–NR must also provide an opinion of counsel. The Commission estimates that such an opinion of counsel would take three hours to complete, at a rate of $400/hour. Thus, the Commission estimates that the total annual burden borne by respondents providing an opinion of counsel will be 7,564 (Form MA–I submissions) ¥ 4,179 (Form MA–I/A withdrawals) = 3,385 Form MA-Is on file. 9 (((3,955 Form MA–I/As × (2.95 amendments × 0.5 hours)) + ((4,525 Form MA–I/As × (2.95 amendments × 0.5 hours)) + ((5,095 Form MA–I/As × (2.95 amendments × 0.5 hours)))/3 = 6,674.375 hours. 10 The estimate of 46 Form MA–W submissions is derived by averaging the number of Form MA–W submissions over the last two years. There were 46 Form MA–W submissions in 2018 and 2019 respectively. The filing number from 2017 was omitted because an abnormally large number of Form MA–W submissions were submitted (116 submissions in 2017), likely due to the advent of the Municipal Securities Rulemaking Board’s Series 50 exam requirement which became effective on September 12, 2017. 11 46 respondents × 0.5 hours = 23 hours. 12 The estimate is derived by averaging the number of Form MA–NR submissions over the last three years. There were seven Form MA–NR submissions in 2017, four Form MA–NR submissions in 2018, and five Form MA–NR submissions in 2019. 13 3 respondents × (1.67 Form MA–NR submissions × 1.5 hours) = 7.5 hours. E:\FR\FM\11MRN1.SGM 11MRN1 14274 Federal Register / Vol. 85, No. 48 / Wednesday, March 11, 2020 / Notices approximately nine hours.14 The estimated average total cost that may be incurred by all respondents providing an opinion of counsel will be $3,600.15 Consent to Service of Process The Commission estimates that 35 new municipal advisors will have to develop a template document to use in obtaining written consents to service of process from their associated persons annually. The Commission further estimates that each template document will take approximately one hour to draft. Thus, the Commission estimates that the total annual burden borne by respondents developing a template document will be approximately 35 hours.16 In addition, the Commission estimates that municipal advisors will need to obtain 570 new consents to service of process from associated persons annually. The Commission further estimates that, after the written consents are drafted, it will take municipal advisors approximately 0.10 hours to obtain each consent. Thus, the Commission estimates that the total annual burden borne by respondents obtaining consents to service of process will be 92 hours.17 Books and Records To Be Maintained by Municipal Advisors The Commission estimates 570, 605, and 640 municipal advisors will be subject to the books and records rules during each of the next three years, respectively. The Commission further estimates that the average annual burden for a municipal advisor to comply with the books and records requirement is approximately 182 hours. Thus, the Commission estimates that the average annual burden borne by respondents to comply with the books and records requirements during the three-year period will be approximately 110,110 hours.18 Independent Registered Municipal Advisor Exemption The Commission estimates that approximately 231 persons will seek to rely on the independent registered municipal advisor exemption annually.19 The Commission further respondents × 3 hours = 9 hours. respondents × (3.0 hours × $400/hour) = $3,600. 16 35 respondents × 1 hour = 35 hours. 17 35 hours + (570 × 0.1 hours) = 92 hours. 18 ((570 respondents × 182 hours) + (605 respondents × 182 hours) + (640 respondents × 182 hours))/3 = 110,110 hours. 19 Estimate based on information obtained from Mergent Municipal Bond Securities Database. The estimate represents the average number of underwriters that participated in negotiated transactions from 2017 to 2019. 14 3 lotter on DSKBCFDHB2PROD with NOTICES 15 3 VerDate Sep<11>2014 16:37 Mar 10, 2020 Jkt 250001 estimates that the one-time burden of developing a written template disclosure document will be approximately one hour. Thus, the Commission estimates that the total onetime burden borne by respondents developing a template disclosure document will be approximately 231 hours.20 The Commission also recognizes that respondents will be subject to a recurring burden each time they seek to rely on the exemption. The Commission estimates that respondents may seek the exemption on approximately 8,211 transactions annually.21 The Commission further estimates that the burden of obtaining the written representations needed from the municipal entity or obligated person client will be approximately 0.25 hours. Thus, the Commission estimates that the total annual burden borne by respondents seeking to rely on the independent registered municipal advisor exemption will be approximately 2,053 hours.22 Municipal Escrow Investments The Commission estimates that approximately 694 respondents will seek to rely on the municipal escrow investments exemption.23 The Commission further estimates that the one-time burden of creating a template document to use in obtaining the written representations necessary to rely on the exemption will be approximately one hour. Thus, the Commission estimates that the total one-time burden borne by respondents developing a template document will be approximately 694 hours.24 The Commission also recognizes that respondents will be subject to a recurring burden each time they seek to rely on the exemption. The Commission estimates the respondents will seek to rely on the exemption with approximately 2,321 municipal entity clients.25 The Commission further estimates that the burden of obtaining the required written representations from the respondent’s client will be approximately 0.25 hours. Thus, the respondents × 1 hour = 231 hours. based on information obtained from Mergent Municipal Bond Securities Database. The estimate represents the average number of negotiated deals using an underwriter each year. 22 8,211 transactions × 0.25 hours = 2,052.75 hours. 23 The Commission estimates in this section are based on information reported directly by stateregistered investment advisers in Item 5.D.(i)(1) within Form ADV. 24 694 respondents × 1 hour = 694 hours. 25 The Commission estimates in this section are based on information reported directly by stateregistered investment advisers in Item 5.D.(i)(1) within Form ADV. 20 231 21 Estimate PO 00000 Frm 00091 Fmt 4703 Sfmt 4703 Commission estimates that the total annual burden borne by respondents seeking to rely on the municipal escrow investments exemption will be approximately 580 hours.26 Proceeds of Municipal Securities The Commission estimates that approximately 720 respondents will seek to rely on the proceeds of municipal securities exemption.27 The Commission further estimates that the one-time burden of creating a template document to use in obtaining the written representations necessary to rely on the exemption will be approximately one hour. Thus, the Commission estimates that the total one-time burden borne by respondents developing a template document will be approximately 720 hours.28 The Commission also recognizes that respondents will be subject to a recurring burden each time they seek to rely on the exemption. The Commission estimates that respondents will seek to rely on the exemption in connection with services provided to approximately 4,056 clients.29 The Commission further estimates that the burden of obtaining the required written consents from the respondent’s client will be approximately 0.25 hours. Thus, the Commission estimates that the total annual burden borne by respondents seeking to rely on proceeds of municipal securities exemption will be approximately 1,014 hours.30 Written comments are invited on: (a) Whether the proposed collection of information is necessary for the proper performance of the functions of the Commission, including whether the information shall have practical utility; clients × 0.25 hours = 580.25 hours. Commission estimates in this section are based on information reported directly by stateregistered investment advisers in Item 5.D.(f)(1) within Form ADV. The number of state-registered investment advisers which have pooled investment vehicle clients (other than investment company and business development company clients) within Form ADV, Item 5.D.(f)(1) = 637. The percentage of state-registered investment advisers which have municipal government entity clients (other than investment company and business development company clients) within Form ADV, Item 5.D.(f)(1) = 4%. (637 × .04) = 26. The number of stateregistered investment advisers relying on the exception to the definition of ‘‘municipal escrow investment’’ = 694. (26 + 694) = 720 respondents. 28 720 respondents × 1 hour = 720 hours. 29 The number of municipal entity clients of stateregistered investment advisers relying on the exception to the definition of ‘‘municipal escrow investment’’ in Item 5.D.(i)(1) within Form ADV = 2,321 clients. The number of pooled investment vehicle clients (other than investment company and business development company clients) of stateregistered investment advisers in Item 5.D.(f)(1) within Form ADV = 1,735 clients. (2,321 + 1,735) = 4,056 clients. 30 4,056 clients × 0.25 hours = 1,014 hours. 26 2,321 27 The E:\FR\FM\11MRN1.SGM 11MRN1 Federal Register / Vol. 85, No. 48 / Wednesday, March 11, 2020 / Notices (b) the accuracy of the Commission’s estimates of the burden of the proposed collection of information; (c) ways to enhance the quality, utility, and clarity of the information to be collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing within 60 days of this publication. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information under the PRA unless it displays a currently valid OMB control number. Please direct your written comments to: David Bottom, Director/Chief Information Officer, Securities and Exchange Commission, c/o Cynthia Roscoe, 100 F Street NE, Washington, DC 20549 or send an email to: PRA_ Mailbox@sec.gov. Dated: March 6, 2020. J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2020–04946 Filed 3–10–20; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION Submission for OMB Review; Comment Request Upon Written Request Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549–2736. lotter on DSKBCFDHB2PROD with NOTICES Extension: Rule 147A(f)(1)(iii) Written Representation as to Purchaser Residency, SEC File No. 270–806, OMB Control No. 3235–0757. Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (‘‘Commission’’) has submitted to the Office of Management and Budget this request for extension of the previously approved collection of information discussed below. Rule 147A(f)(1)(iii) (17 CFR 230.147A(f)(1)(iii)) requires the issuer to obtain from the purchaser a written representation as to the pruchase’s residency in order to qualify for safe harbor under Securities Act Rule 147A (17 CFR 230.147A). Rule 147A is an exemption from registration under Securities Act Section 28 (15 U.S.C. 77z–3). Under Rule 147A, the purchaser in the offering must be a resident of the VerDate Sep<11>2014 16:37 Mar 10, 2020 Jkt 250001 same state or territory in which the issuer is a resident. While the formal representation of residency by itself is not sufficient to establish a reasonable belief that such purchasers are in-state residents, the representation requirement, together with the reasonable belief standard, may result in better compliance with the rule and maintaining appropriate investor protections. The representation of residency is not provided to the Commission. Approximately 700 respondents provide the information required by Rule 147A(f)(1)(iii) at an estimated 2.75 hours per response for a total annual reporting burden of 1,925 hours (2.75 hours x 700 responses). An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid control number. The public may view the background documentation for this information collection at the following website, www.reginfo.gov. Comments should be directed to: (i) Desk Officer for the Securities and Exchange Commission, Office of Information and Regulatory Affairs, Office of Management and Budget, Room 10102, New Executive Office Building, Washington, DC 20503, or by sending an email to: Lindsay.M.Abate@omb.eop.gov; and (ii) David Bottom, Director/Chief Information Officer, Securities and Exchange Commission, c/o Cynthia Roscoe, 100 F Street NE, Washington, DC 20549 or send an email to: PRA_ Mailbox@sec.gov. Comments must be submitted to OMB within 30 days of this notice. Dated: March 6, 2020. J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2020–04949 Filed 3–10–20; 8:45 am] BILLING CODE 8011–01–P 14275 ‘‘Act’’) 1 and Rule 19b–4 thereunder,2 notice is hereby given that on February 28, 2020, Financial Industry Regulatory Authority, Inc. (‘‘FINRA’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by FINRA. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change FINRA is proposing to amend FINRA Rule 7620B (FINRA/NYSE Trade Reporting Facility Reporting Fees) to modify the trade reporting fees applicable to participants that use the FINRA/NYSE Trade Reporting Facility (‘‘FINRA/NYSE TRF’’). The text of the proposed rule change is available on FINRA’s website at https://www.finra.org, at the principal office of FINRA and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, FINRA included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. FINRA has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose SECURITIES AND EXCHANGE COMMISSION Release No. 34–88324; File No. SR– FINRA–2020–006] Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Modify the Trade Reporting Fees Applicable to the FINRA/NYSE Trade Reporting Facility March 5, 2020. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the PO 00000 Frm 00092 Fmt 4703 Sfmt 4703 The FINRA/NYSE TRF, which is operated by NYSE Market (DE), Inc. (‘‘NYSE Market (DE)’’), is one of four FINRA facilities 3 that FINRA members can use to report over-the-counter (‘‘OTC’’) trades in NMS stocks. While members are required to report all OTC trades in NMS stocks to FINRA, they may choose which FINRA Facility (or 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 The four FINRA facilities are the FINRA/NYSE TRF, two FINRA/Nasdaq Trade Reporting Facilities (together, the ‘‘FINRA/Nasdaq TRF’’), and the Alternative Display Facility (‘‘ADF’’ and together, the ‘‘FINRA Facilities’’). 2 17 E:\FR\FM\11MRN1.SGM 11MRN1

Agencies

[Federal Register Volume 85, Number 48 (Wednesday, March 11, 2020)]
[Notices]
[Pages 14272-14275]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-04946]


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SECURITIES AND EXCHANGE COMMISSION


Proposed Collection; Comment Request

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

Extension:
    Rules 15Ba1-1 through 15Ba1-8, SEC File No. 270-619, OMB Control 
No. 3235-0681.

    Notice is hereby given that pursuant to the Paperwork Reduction Act 
of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange 
Commission (``Commission'') is soliciting comments on the collection of 
information provided for in Rules 15Ba1-1 to 15Ba1-8 (17 CFR 240.15Ba1-
1 to 17 CFR 240.15Ba1-8)--Registration of Municipal Advisors, under the 
Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) (the ``Act''). 
The Commission plans to submit this existing collection of information 
to the Office of Management and Budget for extension and approval.
    On September 20, 2013 (see 78 FR 67468, November 12, 2013), the 
Commission adopted Rules 15Ba1-1 through 15Ba1-8 and Rule 15Bc4-1 under 
the Act to establish the rules by which a municipal advisor must 
obtain, maintain, and terminate its registration with the Commission. 
In addition, the rules interpret the definition of the term ``municipal 
advisor,'' interpret the statutory exclusions from that definition, and 
provide certain additional regulatory exemptions. The rules became 
effective on January 13, 2014; however, on January 13, 2014, the 
Commission temporarily stayed such rules until July 1, 2014 (see 79 FR 
2777, January 16, 2014). Amendments to Form MA and Form MA-I designed 
to eliminate aspects of the forms that request filers to provide 
certain forms of

[[Page 14273]]

personally identifiable information (``PII''), including Social 
Security numbers, dates of birth, or Foreign ID numbers became 
effective on May 14, 2018 (see 83 FR 22190, May 14, 2018). Section 
15B(a)(1) of the Act makes it unlawful for a municipal advisor to 
provide advice to or on behalf of a municipal entity or obligated 
person with respect to municipal financial products or the issuance of 
municipal securities, or to undertake certain solicitations of a 
municipal entity or obligated person, unless the municipal advisor is 
registered with the Commission. The rules, among other things (i) 
require municipal advisors to file certain forms (i.e., Form MA, Form 
MA-A, Form MA/A, Form MA-I, Form MA-I/A, Form MA-NR, and Form MA-W) 
with the Commission to obtain, maintain, or terminate their 
registration with the Commission and maintain certain books and records 
in accordance with the Act, and (ii) set forth how certain entities may 
meet the requirements of the statutory exclusions or regulatory 
exemptions from the definition of ``municipal advisor.''

Form MA

    The Commission estimates that approximately 35 respondents will 
submit new Form MA applications annually in each of the next three 
years.\1\ The Commission further estimates that each submission will 
take approximately 3.5 hours. Thus, the total annual burden borne by 
respondents for submitting an initial Form MA application will be 
approximately 123 hours.\2\ The Commission estimates that respondents 
submitting new Form MA applications would, on average, consult with 
outside counsel for one hour, at a rate of $400/hour. Thus, the 
Commission estimates that the average total annual cost that may be 
incurred by all respondents filing new Form MA applications will be 
$14,000.\3\ In addition to filing initial Form MA applications, the 
rules require municipal advisors to amend Form MA once annually (Form 
MA-A) and after the occurrence of any enumerated material event (Form 
MA/A). The requirement to amend Form MA applies to all registered 
municipal advisors. There are currently approximately 535 municipal 
advisors registered with the Commission and, as noted above, the 
Commission anticipates receiving 105 new Form MA submissions over the 
next three years. Therefore, the Commission expects that the rules' 
requirement to amend Form MA will apply to approximately 570 municipal 
advisors in year one, approximately 605 municipal advisors in year two, 
and approximately 640 municipal advisors in year three. The Commission 
estimates that completing an annual amendment would take a municipal 
advisor approximately 1.5 hours and completing a material event 
amendment would take 0.5 hours. The Commission further estimates that 
each municipal advisor will submit two amendments per year (one Form 
MA-A and one Form MA/A). Thus, the Commission estimates that the 
average annual burden borne by respondents for amending Form MA during 
the three-year period will be approximately 1,210 hours.\4\
---------------------------------------------------------------------------

    \1\ The estimate is derived by averaging the number of Form MA 
filings over the last three years and rounding up. There were 39 
Form MA submissions in 2017, 34 Form MA submissions in 2018, and 30 
Form MA submissions in 2019.
    \2\ 35 respondents x 3.5 hours = 122.5 hours.
    \3\ 35 respondents x ($400/hour x 1 hour) = $14,000.
    \4\ ((570 respondents x 2 hours) + (605 respondents x 2 hours) + 
(640 respondents x 2 hours))/3 = 1,210 hours.
---------------------------------------------------------------------------

Form MA-I

    The Commission estimates that it will receive approximately 570 new 
Form MA-I submissions annually.\5\ The Commission further estimates 
that each Form MA-I submission will take approximately three hours to 
complete. Thus, the total annual burden borne by respondents submitting 
Form MA-I will be approximately 1,710 hours.\6\ The Commission also 
estimates that a Form MA-I respondent will submit 2.95 updating 
amendments per year (Form MA-I/A), and that each such amendment will 
take approximately 0.5 hours to complete.\7\ There are currently 
approximately 3,385 Form MA-Is on file with the Commission for natural 
persons currently associated with a municipal advisor and, as noted 
above, the Commission expects to receive 1,710 Form MA-I submissions 
over the next three years.\8\ Therefore, the Commission expects the 
rules' requirement to amend Form MA-I to apply to approximately 3,955 
Form MA-Is in year one, approximately 4,525 Form MA-Is in year two, and 
approximately 5,095 Form MA-Is in year three. Thus, the Commission 
estimates that the average annual burden borne by respondents 
submitting Form MA-I amendments during the three-year period will be 
approximately 6,674 hours.\9\
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    \5\ The estimate is derived by averaging the number of Form MA-I 
submissions over the last three years. There were 619 Form MA-I 
submissions in 2017, 466 Form MA-I submissions in 2018, and 624 Form 
MA-I submissions in 2019.
    \6\ 570 submissions x 3 hours = 1,710 hours.
    \7\ The estimate is derived by averaging the number of updating 
amendments submitted by respondents over the last three years. In 
2017, the average number is 2,078 Form MA-I/A/574 municipal advisors 
= 3.62. In 2018 the average number is 1,398 Form MA-I/A/555 
municipal advisors = 2.52. In 2019, the average number is 1,442 Form 
MA-I/A/535 municipal advisors = 2.70. Averaging the average number 
of updating amendments for the last three years: 3.62 (2017) + 2.52 
(2018) + 2.70 (2019)/3 = 2.95 updating amendments per year.
    \8\ The estimated number of active Form MA-I filings is derived 
by taking the total number of Form MA-I submissions with the 
Commission as of December 31, 2019 and subtracting the number of 
Form MA-I/A withdrawals as of the same date. 7,564 (Form MA-I 
submissions) - 4,179 (Form MA-I/A withdrawals) = 3,385 Form MA-Is on 
file.
    \9\ (((3,955 Form MA-I/As x (2.95 amendments x 0.5 hours)) + 
((4,525 Form MA-I/As x (2.95 amendments x 0.5 hours)) + ((5,095 Form 
MA-I/As x (2.95 amendments x 0.5 hours)))/3 = 6,674.375 hours.
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Form MA-W

    The Commission estimates that it will receive 46 new Form MA-W 
submissions annually.\10\ The Commission further estimates that each 
Form MA-W submission will take approximately 0.5 hours to complete. 
Thus, the total annual burden borne by respondents submitting Form MA-W 
will be approximately 23 hours.\11\
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    \10\ The estimate of 46 Form MA-W submissions is derived by 
averaging the number of Form MA-W submissions over the last two 
years. There were 46 Form MA-W submissions in 2018 and 2019 
respectively. The filing number from 2017 was omitted because an 
abnormally large number of Form MA-W submissions were submitted (116 
submissions in 2017), likely due to the advent of the Municipal 
Securities Rulemaking Board's Series 50 exam requirement which 
became effective on September 12, 2017.
    \11\ 46 respondents x 0.5 hours = 23 hours.
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Form MA-NR

    The Commission estimates that three municipal advisors will have a 
non-resident general partner, non-resident managing agent, or non-
resident associated person and such advisors will submit a total of 
approximately five Form MA-NRs annually.\12\ The Commission further 
estimates that each Form MA-NR submission will take approximately 1.5 
hours to complete. Thus, the total annual burden borne by respondents 
submitting Form MA-NR will be approximately 7.5 hours.\13\ In addition, 
each respondent that submits a Form MA-NR must also provide an opinion 
of counsel. The Commission estimates that such an opinion of counsel 
would take three hours to complete, at a rate of $400/hour. Thus, the 
Commission estimates that the total annual burden borne by respondents 
providing an opinion of counsel will be

[[Page 14274]]

approximately nine hours.\14\ The estimated average total cost that may 
be incurred by all respondents providing an opinion of counsel will be 
$3,600.\15\
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    \12\ The estimate is derived by averaging the number of Form MA-
NR submissions over the last three years. There were seven Form MA-
NR submissions in 2017, four Form MA-NR submissions in 2018, and 
five Form MA-NR submissions in 2019.
    \13\ 3 respondents x (1.67 Form MA-NR submissions x 1.5 hours) = 
7.5 hours.
    \14\ 3 respondents x 3 hours = 9 hours.
    \15\ 3 respondents x (3.0 hours x $400/hour) = $3,600.
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Consent to Service of Process

    The Commission estimates that 35 new municipal advisors will have 
to develop a template document to use in obtaining written consents to 
service of process from their associated persons annually. The 
Commission further estimates that each template document will take 
approximately one hour to draft. Thus, the Commission estimates that 
the total annual burden borne by respondents developing a template 
document will be approximately 35 hours.\16\ In addition, the 
Commission estimates that municipal advisors will need to obtain 570 
new consents to service of process from associated persons annually. 
The Commission further estimates that, after the written consents are 
drafted, it will take municipal advisors approximately 0.10 hours to 
obtain each consent. Thus, the Commission estimates that the total 
annual burden borne by respondents obtaining consents to service of 
process will be 92 hours.\17\
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    \16\ 35 respondents x 1 hour = 35 hours.
    \17\ 35 hours + (570 x 0.1 hours) = 92 hours.
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Books and Records To Be Maintained by Municipal Advisors

    The Commission estimates 570, 605, and 640 municipal advisors will 
be subject to the books and records rules during each of the next three 
years, respectively. The Commission further estimates that the average 
annual burden for a municipal advisor to comply with the books and 
records requirement is approximately 182 hours. Thus, the Commission 
estimates that the average annual burden borne by respondents to comply 
with the books and records requirements during the three-year period 
will be approximately 110,110 hours.\18\
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    \18\ ((570 respondents x 182 hours) + (605 respondents x 182 
hours) + (640 respondents x 182 hours))/3 = 110,110 hours.
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Independent Registered Municipal Advisor Exemption

    The Commission estimates that approximately 231 persons will seek 
to rely on the independent registered municipal advisor exemption 
annually.\19\ The Commission further estimates that the one-time burden 
of developing a written template disclosure document will be 
approximately one hour. Thus, the Commission estimates that the total 
one-time burden borne by respondents developing a template disclosure 
document will be approximately 231 hours.\20\ The Commission also 
recognizes that respondents will be subject to a recurring burden each 
time they seek to rely on the exemption. The Commission estimates that 
respondents may seek the exemption on approximately 8,211 transactions 
annually.\21\ The Commission further estimates that the burden of 
obtaining the written representations needed from the municipal entity 
or obligated person client will be approximately 0.25 hours. Thus, the 
Commission estimates that the total annual burden borne by respondents 
seeking to rely on the independent registered municipal advisor 
exemption will be approximately 2,053 hours.\22\
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    \19\ Estimate based on information obtained from Mergent 
Municipal Bond Securities Database. The estimate represents the 
average number of underwriters that participated in negotiated 
transactions from 2017 to 2019.
    \20\ 231 respondents x 1 hour = 231 hours.
    \21\ Estimate based on information obtained from Mergent 
Municipal Bond Securities Database. The estimate represents the 
average number of negotiated deals using an underwriter each year.
    \22\ 8,211 transactions x 0.25 hours = 2,052.75 hours.
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Municipal Escrow Investments

    The Commission estimates that approximately 694 respondents will 
seek to rely on the municipal escrow investments exemption.\23\ The 
Commission further estimates that the one-time burden of creating a 
template document to use in obtaining the written representations 
necessary to rely on the exemption will be approximately one hour. 
Thus, the Commission estimates that the total one-time burden borne by 
respondents developing a template document will be approximately 694 
hours.\24\ The Commission also recognizes that respondents will be 
subject to a recurring burden each time they seek to rely on the 
exemption. The Commission estimates the respondents will seek to rely 
on the exemption with approximately 2,321 municipal entity clients.\25\ 
The Commission further estimates that the burden of obtaining the 
required written representations from the respondent's client will be 
approximately 0.25 hours. Thus, the Commission estimates that the total 
annual burden borne by respondents seeking to rely on the municipal 
escrow investments exemption will be approximately 580 hours.\26\
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    \23\ The Commission estimates in this section are based on 
information reported directly by state-registered investment 
advisers in Item 5.D.(i)(1) within Form ADV.
    \24\ 694 respondents x 1 hour = 694 hours.
    \25\ The Commission estimates in this section are based on 
information reported directly by state-registered investment 
advisers in Item 5.D.(i)(1) within Form ADV.
    \26\ 2,321 clients x 0.25 hours = 580.25 hours.
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Proceeds of Municipal Securities

    The Commission estimates that approximately 720 respondents will 
seek to rely on the proceeds of municipal securities exemption.\27\ The 
Commission further estimates that the one-time burden of creating a 
template document to use in obtaining the written representations 
necessary to rely on the exemption will be approximately one hour. 
Thus, the Commission estimates that the total one-time burden borne by 
respondents developing a template document will be approximately 720 
hours.\28\ The Commission also recognizes that respondents will be 
subject to a recurring burden each time they seek to rely on the 
exemption. The Commission estimates that respondents will seek to rely 
on the exemption in connection with services provided to approximately 
4,056 clients.\29\ The Commission further estimates that the burden of 
obtaining the required written consents from the respondent's client 
will be approximately 0.25 hours. Thus, the Commission estimates that 
the total annual burden borne by respondents seeking to rely on 
proceeds of municipal securities exemption will be approximately 1,014 
hours.\30\
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    \27\ The Commission estimates in this section are based on 
information reported directly by state-registered investment 
advisers in Item 5.D.(f)(1) within Form ADV. The number of state-
registered investment advisers which have pooled investment vehicle 
clients (other than investment company and business development 
company clients) within Form ADV, Item 5.D.(f)(1) = 637. The 
percentage of state-registered investment advisers which have 
municipal government entity clients (other than investment company 
and business development company clients) within Form ADV, Item 
5.D.(f)(1) = 4%. (637 x .04) = 26. The number of state-registered 
investment advisers relying on the exception to the definition of 
``municipal escrow investment'' = 694. (26 + 694) = 720 respondents.
    \28\ 720 respondents x 1 hour = 720 hours.
    \29\ The number of municipal entity clients of state-registered 
investment advisers relying on the exception to the definition of 
``municipal escrow investment'' in Item 5.D.(i)(1) within Form ADV = 
2,321 clients. The number of pooled investment vehicle clients 
(other than investment company and business development company 
clients) of state-registered investment advisers in Item 5.D.(f)(1) 
within Form ADV = 1,735 clients. (2,321 + 1,735) = 4,056 clients.
    \30\ 4,056 clients x 0.25 hours = 1,014 hours.
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    Written comments are invited on: (a) Whether the proposed 
collection of information is necessary for the proper performance of 
the functions of the Commission, including whether the information 
shall have practical utility;

[[Page 14275]]

(b) the accuracy of the Commission's estimates of the burden of the 
proposed collection of information; (c) ways to enhance the quality, 
utility, and clarity of the information to be collected; and (d) ways 
to minimize the burden of the collection of information on respondents, 
including through the use of automated collection techniques or other 
forms of information technology. Consideration will be given to 
comments and suggestions submitted in writing within 60 days of this 
publication.
    An agency may not conduct or sponsor, and a person is not required 
to respond to, a collection of information under the PRA unless it 
displays a currently valid OMB control number. Please direct your 
written comments to: David Bottom, Director/Chief Information Officer, 
Securities and Exchange Commission, c/o Cynthia Roscoe, 100 F Street 
NE, Washington, DC 20549 or send an email to: [email protected].

    Dated: March 6, 2020.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-04946 Filed 3-10-20; 8:45 am]
BILLING CODE 8011-01-P
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