8962 Federal Register / Vol. 90, No. 22 / Tuesday, February 4, 2025 / Notices 

12 17 CFR 200.30–3(a)(12) and (59). 

1 17 CFR 240.15c2–12(b). 

2The term ‘‘Participating Underwriter’’ means 

any broker, dealer, or municipal securities dealer 

that acts as an underwriter in connection with an 

‘‘Offering,’’ i.e., a primary offering of municipal 

securities with an aggregate principal amount of 

$1,000,000 or more. 17 CFR 240.15c2–12(a) 

(defining ‘‘Participating Underwriter’’ and 

‘‘Offering’’). 

3 17 CFR 240.15c2–12(b)(1). 

4 17 CFR 240.15c2–12(b)(2). 

5 17 CFR 240.15c2–12(b)(3). 

6 17 CFR 240.15c2–12(b)(4). 

7 17 CFR 240.15c2–12(b)(5)(i). 

8 17 CFR 240.15c2–12(b)(5)(i)(A)–(B). 

9 17 CFR 240.15c2–12(b)(5)(i)(C). 

10 17 CFR 240.15c2–12(b)(5)(i)(D). 11See generally Municipal Securities Disclosure, 

Exchange Act Release No. 26985 (June 28, 1989), 54 

FR 28799 (July 10, 1989); Municipal Securities 

Disclosure, Exchange Act Release No. 34961 

(November 10, 1994), 59 FR 59590 (November 17, 

1994); Amendment to Municipal Securities 

Disclosure, Exchange Act Release No. 59062 

(December 5, 2008), 73 FR 76104 (December 15, 

2008); Amendments to Municipal Securities 

Disclosure, Exchange Act Release No. 62184A (May 

26, 2010), 75 FR 33100 (June 10, 2010); 

Amendments to Municipal Securities Disclosure, 

Exchange Act Release No. 83885 (August 20, 2018), 

83 FR 44700 (August 31, 2018). 

12 17 CFR 240.15c2–12(a). 

13 17 CFR 240.15c2–12(d)(1). 

14See Proposed Collection; Comment Request; 

Extension: Municipal Securities Disclosure 

(Exchange Act Rule 15c2–12), 89 FR 88843 

(November 8, 2024). 

15Letters from Richard Li (‘‘Li Letter’’), January 6, 

2025 (personally identifiable information redacted 

by Commission staff); Emily S. Brock, Director, 

Federal Liaison Center, Government Finance 

Officers Association (‘‘GFOA Letter’’), January 7, 

2025; M. Jason Akers, President, National 

Association of Bond Lawyers (‘‘NABL Letter’’), 

January 7, 2025; Leslie M. Norwood, Managing 

Director and Associate General Counsel, and Gerald 

O’Hara, Vice President and Assistant General 

Counsel, Securities Industry and Financial Markets 

Association (‘‘SIFMA Letter’’), January 7, 2025. In 

addition, Commission staff discussed the 60-day 

notice, among other things, during a video 

conference with representatives of Digital 

Assurance Certification, LLC (‘‘DAC Bond’’). See 

Memorandum from the Office of Municipal 

Securities regarding a November 12, 2024 meeting 

with representatives of DAC Bond. 

16See PRA Supporting Statement for Rule 15c2– 

12, Section 8, available at https://www.reginfo.gov/ 

public/do/PRAViewICR?ref_nbr=202410-3235-009. 

17See id. 

18Commission staff does not commit to take any 

course of action following further study of these 

comments. 

submitted on or before February 25, 

2025. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–02151 Filed 2–3–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–330, OMB Control No. 

3235–0372] 

Submission for OMB Review; 

Comment Request; Extension: 

Municipal Securities Disclosure 

(Exchange Act Rule 15c2–12) 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Notice is hereby given that pursuant 

to the Paperwork Reduction Act of 1995 

(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the 

Securities and Exchange Commission 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget 

(‘‘OMB’’) a request for approval of 

extension of the previously approved 

collection of information provided for in 

Rule 15c2–12—Municipal Securities 

Disclosure (17 CFR 240.15c2–12) under 

the Securities Exchange Act of 1934 (15 

U.S.C. 78a et seq.) (‘‘Exchange Act’’). 

In connection with offerings of 

municipal securities, paragraph (b) of 

Rule 15c2–12 1 requires Participating 

Underwriters: 2 (1) to obtain and review 

an official statement ‘‘deemed final’’ by 

an issuer of the securities, except for the 

omission of specified information, prior 

to making a bid, purchase, offer, or sale 

of municipal securities; 3 (2) in noncompetitively bid offerings, to send, 

upon request, a copy of the most recent 

preliminary official statement (if one 

exists) to potential customers; 4 (3) to 

contract with the issuer to receive, 

within a specified time, sufficient 

copies of the final official statement to 

comply with Rule 15c2–12’s delivery 

requirement and the rules of the 

Municipal Securities Rulemaking Board 

(‘‘MSRB’’); 5 (4) to send, upon request, a 

copy of the final official statement to 

potential customers for a specified 

period of time; 6 and (5) before 

purchasing or selling municipal 

securities in connection with an 

offering, to reasonably determine that 

the issuer or the obligated person has 

undertaken, in a written agreement or 

contract, for the benefit of holders of 

such municipal securities, to provide 

certain information on a continuing 

basis to the MSRB in an electronic 

format as prescribed by the MSRB.7 The 

information to be provided consists of: 

(1) certain annual financial and 

operating information and audited 

financial statements (‘‘annual filings’’); 8

(2) notices of the occurrence of any of 

certain specific events (‘‘event 

notices’’); 9 and (3) notices of the failure 

of an issuer or obligated person to make 

a submission required by a continuing 

disclosure agreement (‘‘failure to file 

notices’’).10 Annual filings, event 

notices, and failure to file notices may 

be collectively referred to as 

‘‘continuing disclosure documents.’’ 

Rule 15c2–12 is intended to enhance 

disclosure, and thereby reduce fraud, in 

the municipal securities market by 

establishing standards for obtaining, 

reviewing, and disseminating 

information about municipal securities 

by their underwriters.11

Municipal offerings of less than $1 

million are exempt from the rule,12 as 

are offerings of municipal securities 

issued in large denominations that (i) 

are sold to no more than 35 

sophisticated investors (‘‘limited 

offering exemption’’), or (ii) have shortterm maturities.13

The required Federal Register notice 

with a 60-day comment period soliciting 

comments on this collection of 

information was published.14 The 

Commission received four comment 

letters in response to this comment 

solicitation.15 Although Commission 

staff appreciates the information 

received from these four commenters, it 

is the view of staff that the estimates 

contained in the Federal Register notice 

remain valid and the staff has not made 

any changes to the Commission’s 

burden estimates based on these 

comments. As discussed more fully in 

the Supporting Statement,16 it is the 

view of Commission staff that the 

comments received either: (i) addressed 

the information collection burden 

generally but did not provide any 

quantified alternative estimate or 

specific supporting data related to the 

burden; (ii) included recommendations 

that were previously considered and 

addressed by the Commission during 

rulemaking for the 2018 Amendments, 

and the commenter provided no 

rationale as to why the Commission 

should change the conclusions it had 

previously reached; or (iii) included 

suggested changes to the Rule itself that 

would need to be effected pursuant to 

a Commission rulemaking and are 

therefore beyond the scope of the PRA 

analysis. 

Nonetheless, as discussed more fully 

in the Supporting Statement,17

Commission staff has determined to take 

under advisement many of the 

comments received and will further 

study whether they should be applied in 

future PRA analyses and/or merit 

potential guidance or rulemaking 

activities related to Rule 15c2–12.18

Among other things, staff will take 

under advisement comments suggesting 

that the Commission should: (i) more 

effectively survey market participants to 

obtain PRA burden estimates; (ii) 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 90, No. 22 / Tuesday, February 4, 2025 / Notices 8963 

19 662,766 hours (estimated total annual burden 

on issuers) + 101,454 hours (estimated total annual 

burden on broker-dealers) + 22,000 hours 

(estimated total annual burden on the MSRB) = 

786,220 hours. 

20 65,082 (estimated average number of annual 

filings submitted by issuers annually in each of the 

next three years) × 7 (estimated average number of 

hours needed to prepare and submit each) = 

455,574 hours. 49,958 (estimated average number of 

event notices submitted by issuers annually in each 

of the next three years) × 4 (estimated average 

number of hours needed to prepare and submit 

each) = 199,832 hours. 3,680 (estimated average 

number of failure to file notices submitted by 

issuers annually in each of the next three years) × 

2 (estimated average number of hours needed to 

prepare and submit each) = 7,360 hours. 455,574 

hours + 199,832 hours + 7,360 hours = 662,766 

hours. 

21See supra note 20. 

22See supra note 20. 

23See supra note 20. 

24 10,968 (estimated annual issuances) × 0.25 

(hourly burden for broker-dealers to reasonably 

determine that the issuer or obligated person has 

undertaken, in a written agreement or contract, for 

the benefit of holders of such municipal securities, 

to provide continuing disclosure documents to the 

MSRB) = 2,742 hours. 10,968 (estimated annual 

issuances) × 9 (average burden estimate per 

issuance for broker-dealers to determine whether 

issuers or obligated persons have failed to comply, 

in all material respects, with any previous 

undertakings in a written contract or agreement 

specified in paragraph (b)(5)(i) of the Rule) = 98,712 

hours. 2,742 hours + 98,712 hours = 101,454 hours. 

25The Commission understands that most 

continuing disclosure agreements are provided to 

the broker-dealer by the issuer or obligated person 

and that most of these agreements are standard form 

agreements of limited length. Further, the 

Commission believes that the determination 

required to be made—that the issuer or obligated 

person has undertaken to provide continuing 

disclosure documents to the MSRB—is a narrow 

one that does not require a substantial time 

commitment from the broker-dealer. For these 

reasons, the Commission believes the estimate of a 

15 minute burden per issuance is appropriate. 

26See supra note 24. 

27See supra note 24. 

28 $19,254,000 (estimated total annual cost 

burden for issuers) + $1,238,000 (estimated total 

annual cost burden for the MSRB) = $20,492,000. 

29 28,000 (number of issuers subject to continuing 

disclosure agreements) × 0.65 (percentage of issuers 

that may use designated agents) = 18,200 issuers 

that may use designated agents. 18,200 × $970 

(estimated average annual cost for issuer’s use of 

designated agent under Rule 15c2–12) = 

$17,654,000. 

analyze the burdens that Rule 15c2–12 

imposes on broker-dealers by offering 

type (negotiated offering, competitive 

offering, or private placement), and by 

the number of underwriters involved in 

the transaction; (iii) analyze the burdens 

that compliance with the limited 

offering exemption imposes on brokerdealers; (iv) update or amend existing 

guidance on Rule 15c2–12; and (v) 

update or amend Rule 15c2–12 itself 

(e.g., by removing the ‘‘rating change’’ 

event notice). 

With respect to hour burdens, the 

Commission estimates that 

approximately 28,000 issuers, 205 

broker-dealers, and the MSRB will 

spend a total of 786,220 hours per year 

complying with Rule 15c2–12 over the 

next three years.19 Rule 15c2–12 

indirectly imposes ongoing third-party 

disclosure burdens on issuers that 

determine to engage a broker-dealer to 

act as a Participating Underwriter in an 

offering of municipal securities. The 

Commission estimates that the total 

annual burden on issuers to comply 

with Rule 15c2–12 is 662,766 hours.20

Based on public MSRB data, issuers 

annually submitted an average of 

approximately 65,082 annual filings to 

the MSRB over the past three years. The 

Commission estimates that an issuer 

will require approximately seven hours 

to prepare and submit each annual filing 

to the MSRB. Therefore, the 

Commission estimates that the total 

annual burden on issuers to prepare and 

submit 65,082 annual filings to the 

MSRB is 455,574 hours.21 Based on 

public MSRB data, issuers annually 

submitted an average of approximately 

49,958 event notices to the MSRB over 

the past three years. The Commission 

estimates that an issuer will require 

approximately four hours to prepare and 

submit each event notice to the MSRB. 

Therefore, the Commission estimates 

that the total annual burden on issuers 

to prepare and submit 49,958 event 

notices to the MSRB is 199,832 hours.22

Based on public MSRB data, issuers 

annually submitted an average of 

approximately 3,680 failure to file 

notices to the MSRB over the past three 

years. The Commission estimates that 

an issuer will require approximately 

two hours to prepare and submit failure 

to file notices to the MSRB. Therefore, 

the total annual burden on issuers to 

prepare and submit 3,680 failure to file 

notices to the MSRB is estimated to be 

7,360 hours.23

Rule 15c2–12 imposes ongoing thirdparty disclosure burdens on brokerdealers that act as Participating 

Underwriters in offerings of municipal 

securities. The Commission estimates 

that the total annual burden on brokerdealers to comply with Rule 15c2–12 is 

101,454 hours.24 Based on public MSRB 

data, the Commission estimates that an 

average of 10,968 offerings of municipal 

securities occurred annually over the 

past three years. Further, based on 

estimates provided by the MSRB, the 

Commission estimates that, over the 

past three years, an average of 205 

broker-dealers served as a Participating 

Underwriter in municipal securities 

offerings. Accordingly, the Commission 

estimates that approximately 205 

broker-dealers could serve as a 

Participating Underwriter in 10,968 

municipal securities offerings in each of 

the next three years. The Commission 

estimates that broker-dealers will incur 

a 15 minute (0.25 hour) burden per 

issuance of municipal securities to 

reasonably determine that the issuer or 

obligated person has undertaken, in a 

written agreement or contract, for the 

benefit of holders of municipal 

securities, to provide continuing 

disclosure documents to the MSRB,25

resulting in an annual burden on all 

broker-dealers of approximately 2,742 

hours.26 The Commission further 

estimates that broker-dealers will incur 

9 hours of burden per issuance of 

municipal securities to determine 

whether issuers or obligated persons 

have failed to comply, in all material 

respects, with any previous 

undertakings in a written contract or 

agreement specified in paragraph 

(b)(5)(i) of Rule 15c2–12, resulting in an 

annual burden on broker-dealers of 

98,712 hours.27

Finally, Rule 15c2–12 imposes 

ongoing recordkeeping burdens on the 

MSRB. The Commission estimates that 

the total annual burden on the MSRB to 

comply with Rule 15c2–12 is 22,000 

hours. Based on estimates provided by 

the MSRB, the Commission estimates 

that, over the last three years, the MSRB 

has incurred an annual burden of 

approximately 22,000 hours to collect, 

index, store, retrieve, and make 

available the pertinent continuing 

disclosure documents under Rule 15c2– 

12. Accordingly, the Commission 

estimates that the MSRB will incur an 

annual burden of 22,000 hours to 

collect, index, store, retrieve and make 

available the pertinent documents under 

Rule 15c2–12 each year over the next 

three years. 

With respect to cost burdens, the 

Commission estimates that 18,200 

issuers and the MSRB will spend a total 

of $20,492,000 complying with Rule 

15c2–12 over the next three years.28 The 

Commission estimates that, over the 

next three years, up to 65% of issuers 

subject to continuing disclosure 

agreements—approximately 18,200 

issuers—may use the services of 

designated agents to submit some or all 

of their continuing disclosure 

documents to the MSRB. The 

Commission estimates that the average 

annual cost for an issuer’s use of a 

designated agent is $970 each year. 

Therefore, the Commission estimates 

that the average total annual cost that 

may be incurred by issuers that use the 

services of a designated agent will be 

$17,654,000.29 In addition, the 


lotter on DSK11XQN23PROD with NOTICES1
8964 Federal Register / Vol. 90, No. 22 / Tuesday, February 4, 2025 / Notices 

30 1,000 (estimated number of event notices 

requiring outside counsel) × 4 (estimated number of 

hours for outside attorney to assist in the 

preparation of such event notice) × $400 (hourly 

wage for an outside attorney) = $1,600,000. The 

Commission recognizes that the costs of retaining 

outside professionals may vary depending on the 

nature of the professional services, but for purposes 

of this PRA analysis we estimate that costs of 

outside counsel would be an average of $400 per 

hour. 

31 $17,654,000 (estimated annual cost for issuer’s 

use of designated agent to submit filings) + 

$1,600,000 (estimated annual cost for issuers to 

employ outside counsel in the examination, 

preparation, and filing of certain event notices) = 

$19,254,000. 

Commission estimates that issuers will 

retain outside counsel to assist with 

filing approximately 1,000 event notices 

in each of the next three years. The 

Commission further believes that, for 

those 1,000 complex event notices in 

which issuers and obligated persons 

seek assistance from outside counsel, 

one-half of the burden of preparation of 

the event notices will be carried by 

issuers internally (four hours), and the 

other half of the burden will be carried 

by outside professionals retained by the 

issuer (four hours). The Commission 

further estimates that the average hourly 

cost for an issuer’s use of outside 

counsel is $400 per hour. Therefore, the 

Commission estimates the average total 

annual cost incurred by issuers to retain 

outside counsel to assist in the 

evaluation and preparation of certain 

event notices will be $1,600,000.30

Thus, the total estimated cost to issuers 

to comply with the rule is 

$19,254,000.31

Finally, based on recently obtained 

data provided by the MSRB, the 

Commission estimates that the MSRB 

will incur total annual costs of 

approximately $1,238,000 to operate the 

continuing disclosure service for the 

MSRB’s Electronic Municipal Market 

Access (‘‘EMMA’’) system, including 

hardware, software, and external thirdparty costs such as cloud service 

provider costs. 

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. 

The public may view and comment 

on this information collection request 

at: https://www.reginfo.gov/public/do/ 

PRAViewICR?ref_nbr=202410-3235-009 

or send an email comment to 

MBX.OMB.OIRA.SEC_desk_officer@

omb.eop.gov within 30 days of the day 

after publication of this notice by March 

7, 2025. 

Dated: January 29, 2025. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–02163 Filed 2–3–25; 8:45 am] 

BILLING CODE 8011–01–P 

DEPARTMENT OF STATE 

[Public Notice: 12646] 

Notice of Determinations; Culturally 

Significant Objects Being Imported for 

Exhibition—Determinations: ‘‘What 

Drawing Can Be: Four Responses’’ 

Exhibition 

SUMMARY: Notice is hereby given of the 

following determinations: I hereby 

determine that certain objects being 

imported from abroad pursuant to an 

agreement with their foreign owner or 

custodian for temporary display in the 

exhibition ‘‘What drawing can be: four 

responses’’ at the Menil Drawing 

Institute, The Menil Collection, 

Houston, Texas, and at possible 

additional exhibitions or venues yet to 

be determined, are of cultural 

significance, and, further, that their 

temporary exhibition or display within 

the United States as aforementioned is 

in the national interest. I have ordered 

that Public Notice of these 

determinations be published in the 

Federal Register. 

FOR FURTHER INFORMATION CONTACT: 

Reed Liriano, Program Coordinator, 

Office of the Legal Adviser, U.S. 

Department of State (telephone: 202– 

632–6471; email: section2459@

state.gov). The mailing address is U.S. 

Department of State, L/PD, 2200 C Street 

NW (SA–5), Suite 5H03, Washington, 

DC 20522–0505. 

SUPPLEMENTARY INFORMATION: The 

foregoing determinations were made 

pursuant to the authority vested in me 

by the Act of October 19, 1965 (79 Stat. 

985; 22 U.S.C. 2459), Executive Order 

12047 of March 27, 1978, the Foreign 

Affairs Reform and Restructuring Act of 

1998 (112 Stat. 2681, et seq.; 22 U.S.C. 

6501 note, et seq.), Delegation of 

Authority No. 234 of October 1, 1999, 

Delegation of Authority No. 236–3 of 

August 28, 2000, and Delegation of 

Authority No. 257–1 of December 11, 

2015. 

Rafik K. Mansour, 

Deputy Assistant Secretary for Policy, Bureau 

of Educational and Cultural Affairs, 

Department of State. 

[FR Doc. 2025–02200 Filed 2–3–25; 8:45 am] 

BILLING CODE 4710–05–P 

DEPARTMENT OF STATE 

[Public Notice: 12647] 

Notice of Determinations; Culturally 

Significant Objects Being Imported for 

Exhibition—Determinations: ‘‘Rosa 

Barba: The Ocean of One’s Pause’’ 

Exhibition 

SUMMARY: Notice is hereby given of the 

following determinations: I hereby 

determine that certain objects being 

imported from abroad pursuant to an 

agreement with their foreign owner or 

custodian for temporary display in the 

exhibition ‘‘Rosa Barba: The Ocean of 

One’s Pause’’ at The Museum of Modern 

Art, New York, New York, and at 

possible additional exhibitions or 

venues yet to be determined, are of 

cultural significance, and, further, that 

their temporary exhibition or display 

within the United States as 

aforementioned is in the national 

interest. I have ordered that Public 

Notice of these determinations be 

published in the Federal Register. 

FOR FURTHER INFORMATION CONTACT: 

Reed Liriano, Program Coordinator, 

Office of the Legal Adviser, U.S. 

Department of State (telephone: 202– 

632–6471; email: section2459@

state.gov). The mailing address is U.S. 

Department of State, L/PD, 2200 C Street 

NW (SA–5), Suite 5H03, Washington, 

DC 20522–0505. 

SUPPLEMENTARY INFORMATION: The 

foregoing determinations were made 

pursuant to the authority vested in me 

by the Act of October 19, 1965 (79 Stat. 

985; 22 U.S.C. 2459), Executive Order 

12047 of March 27, 1978, the Foreign 

Affairs Reform and Restructuring Act of 

1998 (112 Stat. 2681, et seq.; 22 U.S.C. 

6501 note, et seq.), Delegation of 

Authority No. 234 of October 1, 1999, 

Delegation of Authority No. 236–3 of 

August 28, 2000, and Delegation of 

Authority No. 257–1 of December 11, 

2015. 

Rafik K. Mansour, 

Deputy Assistant Secretary for Policy, Bureau 

of Educational and Cultural Affairs, 

Department of State. 

[FR Doc. 2025–02199 Filed 2–3–25; 8:45 am] 

BILLING CODE 4710–05–P 

U.S.-CHINA ECONOMIC AND 

SECURITY REVIEW COMMISSION 

Notice of Open Public Hearing 

AGENCY: U.S.-China Economic and 

Security Review Commission. 

ACTION: Notice of open public hearing. 


lotter on DSK11XQN23PROD with NOTICES1