Public Comments

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August 31, 2026
Austin Gerig
Director/Chief Data Officer
Securities and Exchange Commission
c/o Tanya Ruttenberg, [email protected]
RE: SEC-2026-4066-0001
Dear Mr. Gerig:
The National Association of Municipal Advisors (NAMA) appreciates the opportunity to comment on the
mandatory collection of information related to the registration of Municipal Advisors (MA) within the
Securities and Exchange Act of 1934 Rule 15Ba1-1 to 15Ba1-8 and corresponding MA Forms. NAMA
represents independent municipal advisory firms and individual municipal advisors from across the
country and is dedicated to educating and representing its members on regulatory, industry, and market
matters.
Our responses to the questions within the Notice are below.
1. With the exception of outside legal costs associated with Forms MA and MA–NR, the Commission has
historically estimated that the rules and forms, including the recordkeeping requirements of Rule
15Ba1–8, would result in no cost to respondents beyond internal time burdens. What additional costs
associated with the rules and forms should the Commission consider incorporating in its estimates,
including start-up costs, maintenance costs, and purchases of services (e.g., paying outside consultants,
contractors, legal advisors, or subscription-based services for activities required by the rules and forms)?
Per OMB guidance, such estimates should generally not include purchases of equipment or services, or
portions thereof, made: (1) prior to October 1, 1995, (2) to achieve regulatory compliance with
requirements not associated with the information collection, (3) for reasons other than to provide
information or keep records for the government, or (4) as part of customary and usual business or
private practices.
There are significant costs associated with ongoing Rule 15Ba1–1 to 15Ba1–8 (“MA Rule”) compliance
and the Form MA Series (“Forms”) that go beyond “internal time burdens.” The estimates provided
for Forms completion, internal time burdens for MA Rule compliance, and use of external services are
too low and should be revisited.
Regarding Forms, the estimates do not take into account the fact that some municipal advisors utilize
external counsel and compliance consultants to complete Forms. For instance, many firms seek advice
from outside counsel or consultants to understand the parameters of Forms questions (e.g., outside
business activity on Form MA-I). Additionally, due to difficulties navigating through the EDGAR
system, the internal time necessary to complete Forms, especially Form MA-I, should be increased.

National Association of Municipal Advisors | www.municipaladvisors.org

The estimates should also include internal and external costs associated with MA Rule compliance
burdens that have grown over time. These include communications recordkeeping requirements that
lack adequate SEC guidance, documenting recommendations and other MA activity, and improving
firm records following public comments made by the Commission and OMS staff, SEC enforcement
actions, and findings during the Exams process.
Many firms also procure various systems to store and monitor their communications and
documentation. This is not considered in the estimates. We are aware of firms paying anywhere
from $1,500 - $100,000+ a year for these additional systems to ensure compliance with the MA Rule.
Additionally, the rate used for internal costs should be reviewed. Currently, a blended rate of
“financial examiners, bookkeeping, auditing and accounting clerks” is used. However, our research
finds that – in the independent municipal advisor community – nearly 80% of compliance work is done
by registered MAs, with a substantive number of those being CEO/senior leadership rather than
administrative staff. Recent discussion of compliance costs in the MSRB Notice SR 2026-04, page 24
(https://www.sec.gov/files/rules/sro/msrb/2026/34-106014.pdf), should also be reviewed.
Please see Appendix A for initial observations and comments from our members on the SEC’s MA
Rules and Forms.
2. In its PRA Supporting Statements for this information collection, the Commission has historically
estimated that no persons who rely on the independent registered municipal advisor exemption under
Rule 15Ba1-1(d)(3)(vi) are small entities. Is that an accurate estimate for the next three years? What
methodology and data source(s) should the Commission use to estimate how many persons who rely on
the independent registered municipal advisor exemption are small entities?
The SEC should reconsider the approach it uses to estimate and define the types of firms that rely on
the IRMA exemption. Those relying on the exemption likely include firms that are small entities. The
SEC should also review and solicit additional input on its estimates for the number of respondents
that utilize this exemption and the time and costs associated with the requirements.
3. The Commission and Office of Municipal Securi]es (‘‘OMS’’) staff par]cipate in an ongoing dialogue
with representa]ves of the municipal advisor industry through public conferences, mee]ngs, and
informal exchanges. What addi]onal steps should the Commission and OMS staff take to ascertain and
act upon burdens confron]ng the municipal advisor industry on an ongoing basis?
Over the years, engagement with the SEC’s Office of Municipal Securices has been accessible and
helpful. This includes staff parccipacon at industry conferences, formal meecngs and through
informal exchanges. In recent years, the office has also become more accve in speaking about market
praccces which, at cmes, has created challenges for MAs to understand how best to address these
maeers in their praccce and within their compliance program.
OMS should concnue its outreach to market parccipants especially related to how OMS statements
impact market parccipants, any formal outputs produced by OMS (including MA FAQs), and concnue
engagement as OMS staff develops materials for MAs and the broader municipal securices sector.

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4. What specific ques]ons related to the registra]on of municipal advisors (including with respect to
Rules 15Ba1–1 to 15Ba1–8, Forms MA, MA–I, MA–W, and MA–NR, and the Instruc]ons for the Form MA
Series) should be clarified in public statements by Commission staff, such as in speeches or in updates to
the Registra]on of Municipal Advisors FAQs?
Related to Forms, OMS could provide clarificacons about areas referenced in Appendix A that are
most problemacc.
Related to Rules 15Ba1–1 to 15Ba1–8, further FAQs on MA accvity and recordkeeping guidance
(including for communicacons and making recommendacons), would be welcome. Further discussion
on the SEC’s MA statutory fiduciary duty in conjunccon with MSRB Rule G-42 would also be helpful to
create the appropriate parameters of a firm’s MA work and corresponding compliance mandates. The
FAQs could also be beeer organized and clearer so that the audience can readily have take-aways
without consulcng counsel.
5. What enhancements should the Commission make to the EDGAR filing system to improve the user
experience of electronically comple]ng and filing Forms MA, MA–I, and MA–W? When comple]ng
Forms MA, MA–I, and MA–W on the EDGAR filing system, are there any technical issues with the system
that the Commission needs to resolve? When comple]ng Forms MA, MA–I, and MA–W on the EDGAR
filing system, are there any specific items for which the system should display a pop-up Message
clarifying how to complete that item?
Similar to comments made above, MAs have roucnely struggled with log-in problems, saving
informacon, forms complecon, being able to input overlapping dates in areas such as prior work
history, and being able to make a business address change in a more uniform maeer rather than one
by one on Form MA-Is, etc. Some of these unnecessary struggles are due to odd system funccons and
how the Forms were inically designed in EDGAR. This adds to the cme necessary to complete Forms.
OMS should consider working with a group of MAs and walk step-by-step through the Forms to beeer
understand areas that are confusing or problemacc to complete.
6. What enhancements should the Commission make to the EDGAR website or to SEC.gov to improve
the public accessibility of informa]on filed on Forms MA, MA–I, MA–W, and MA–NR?
The EDGAR system could benefit from being updated, if not overhauled, to improve user experiences.
While we have discussed various problem with inpuing informacon into the EDGAR system, it is also
worth nocng that the filed informacon is not presented in a manner that is easy to access. This is
especially the case for infrequent users of EDGAR, and those who may access the system to confirm
that a firm or professional is registered and understand percnent informacon that may be included in
Form MA or MA-I (e.g., disciplinary accon). Finding ways to improve the user experience would be
helpful for a variety of market parccipants.
7. Since August 2025, the Commission has published a ‘‘Sta]s]cs & Data Visualiza]ons’’ web page on
SEC.gov related to municipal advisors registered with the Commission.102. What enhancements should
the Commission make to that web page in par]cular (e.g., publishing addi]onal charts or data)?
The MA Stacsccs and Data Visualizacon web page and informacon has been very helpful and
appreciated. Recent addicons to add informacon for MA vs dual registered firms is useful and the
concnuous updates of the informacon are appreciated.

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8. Are there any aspects of Rules 15Ba1–1 to 15Ba1–8, Forms MA, MA–I, MA–W, and MA–NR, or the
Instruc]ons for the Form MA Series that the Commission should view as imposing a requirement with
no corresponding regulatory benefit?
Per comments included in Appendix A one item where a requirement is imposed with no regulatory
benefit include the length of the work history needed for younger individuals.
9. Prior to engaging in municipal advisory ac]vi]es, a firm must register as a municipal advisor with the
Commission, and then separately register as a municipal advisor with the MSRB under MSRB Rule A–12.
Does the MSRB’s separate registra]on requirement lead to unnecessary duplica]on?
There is no doubt that the informacon collected in Form MA and Form A-12 are redundant. The SEC
and MSRB should engage in determining the differences in the forms and what could be done to ease
the dual registracon requirements. It is worth nocng that the MSRB has a list of MA and BD firms and
individual praccconers that is presented in a straighkorward manner, and that should be maintained.
10. Should the Commission consider amending any aspects of Rules 15Ba1– 1 to 15Ba1–8, Forms MA,
MA–I, MA–W, and MA–NR, or the Instruc]ons for the Form MA Series (including the Glossary of Terms)?
Throughout these comments there are areas of MA Forms that could be improved.
Further clarificacons of the Rule 15B1-8a1 (communicacons) especially the phrase “relacng to MA
accvices”, Rule 15B1-8a4 (document that was material to making a recommendacon…), and Rule
15B1-8a5 (wrieen agreements) especially the phrase “otherwise relacng to the business of such MA
as such...” would be helpful.
The Instruccons for the Form MA Series could also use a major review to ensure that it clearly
explains the Forms, and the Forms complecon process.
Creacng informaconal pop-up boxes within EDGAR on key areas of the Forms that explain the
informacon sought would be a helpful endeavor to assist MAs more easily understand and complete
the forms.
Additional discussions should occur to determine if clarifications to MA Forms (in order to ease their
use) as well as various segments of the MA Rule (to aid compliance), could be met with FAQs and
guidance or if changes to the MA Rule are needed.
11. Should the Commission consider amending any aspects of the EDGAR Filer Manual to clarify the
filing process for Forms MA, MA–I, MA–W, and MA–NR?
Making EDGAR filings is omen an arduous process. The Filer Manual may be technically correct but is
not a very user-friendly document. Addiconally, some MA Firms have called the assistance line when
experiencing problems making a filing, with mixed results and typically taking more cme than should
be expected.

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12. Should the Commission consider defining which municipal advisors cons]tute small en]]es for
purposes of the Regulatory Flexibility Act (‘‘RFA’’)? 104 If so, what metric should be used to determine
small en]ty status? What should the ceiling for small en]ty status be under that metric?
The SEC should conduct extensive discussions on how to define ‘small entities’ for purposes of MA
regulations, and discuss what a designation means in relation to the MA Rule.
Also, the SEC and MSRB should coordinate efforts on defining small entities to avoid having two
separate standards.
The current threshold in the MA Rule reflects information from the Small Business Administration
(Final MA Rule, Item 10, As discussed in the Proposal, the Small Business Administration (“SBA”)
defines small business for purposes of entities that provide financial investment 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). Since 2014 the SBA
has increased the threshold for this category to $47 million (SBA-NAICS 5239). Additionally, earlier
this month, the SBA proposed changes to its classifications and thresholds defining small businesses
[https://www.govinfo.gov/content/pkg/FR-2026-08-20/pdf/2026-17039.pdf,
https://www.govinfo.gov/content/pkg/FR-2026-08-20/pdf/2026-17042.pdf]. The proposal, if
finalized, would increase the NAICS 5239 category threshold to $1.011 billion.
That said, it is difficult to determine what metric is most useful to define small entity status. How to
approach the topic should be a specific initiative. Considerations for this conversation include that if
utilizing SBA thresholds, all MA firms may be considered small within the scope of all financial
entities, and whether approaches used to define small entities by other regulators (e.g., FINRA’s small
firm category of 1-150 registered persons) could work for MA regulations.
One of the best ways the SEC can help smaller firms, if not all firms, with their compliance duties
would be to revise and develop straightforward – in plain English - FAQs and guidance related to the
MA Rule.
We appreciate the opportunity to comment on the costs and burdens associated with Rules 15Ba1–1 to
15Ba1–8 and the Form MA Series and welcome the opportunity to discuss our comments with staff.
Sincerely,

Susan Gaffney
Executive Director

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APPENDIX A: Observacons and Comments on SEC MA Rules and Forms
Forms
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Log in process to use EDGAR can take an undue amount of time due to its quirks.
There are problems with being able to save form information and be able to return to same place
and finish completing the form. This causes more time to reenter all of the information.
No notice of what web browsers work when updating forms (e.g., Chrome vs. Safari)
Frustrating that on the initial page that not all fields (CCC) prepopulate when you login.
Areas of forms that need to be completed in all caps for the information to be accepted.
Dates at times are not accepted even though input correctly.
Residential address changes. There is a need to be careful to not override the current address with
the new address without maintaining the old address in the list.
Doesn’t allow for overlapping work experiences for the same person.
Clarity on whether an independent contractor is an employee (4A&B).
Schedule A-2 Title or Status - having to list all possible titles or form is rejected which is confusing.
Item 4 on Form MA calls for firms to “approximately” list the number of MAs in their firm. However,
that can change by one or two throughout the year, and it is unclear if there is a requirement to
amend the Form when this happens. While we have relied on the term ‘approximately’ to
accommodate minor changes, we were questioned during an exam why our Form said X, and later in
the year we had Y (off by one), and were noted for a deficiency.
Requirements to list 10 years’ experience (especially a problem for younger staff), ordering of work
and living experience, inability to overlap months means work history makes the information
submitted inaccurate.
The acceptance/rejection process of Forms within the SEC should be streamlined as there are varied
experiences and wait times between firms.
Ascension numbers should be more readily accessible.

General
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While the rules allow electronic recordkeeping, could it be sufficient to create and produce on
request?
The maintenance of books and records has changed since the Rule was finalized. Instead of books
and records being printed and kept at a physical location, many firms utilize multiple cloud-based
services to maintain their books and records. Thus, a review of these questions related to location
where books and records are kept should be reviewed.
Regarding written consent to service of process, number 8 does not address the exemptions for
maintenance, and the documentation related to this section is confusing.
There should be a discussion and initiative to address the two separate MA recordkeeping
frameworks (SEC and MSRB) and determine where/how there could be a roadmap to especially
assist newer and smaller firms. Finding ways to also aid Broker-Dealer/MA Firms with their
numerous recordkeeping requirements across regulators should be sought.
Clarification is needed to determine an MA’s termination date. Is the MA-W in place when the firm
submits the form to EDGAR or when it is posted on EDGAR?
While this is an arms-length regulatory matter for MAs, discussion of IRMA exemptions and how
they are and can be utilized could use additional clarifications whether in guidance or FAQs.

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