February 22, 2011
Ms. Elizabeth M. Murphy, Secretary
Securities and Exchange Commission
100 F Street NE
Washington, DC 20549-1090
Ms. Murphy:
Re: Request for comment (S7-45-10 RIN 3235-AK86) on proposed regulations implementing Section 15B (a)(1) of the Securities Exchange Act of 1934, "Registration of Municipal Advisors," brought about by the Dodd-Frank bill.
The Frost National Bank would like to comment on the proposed registration requirements for Municipal Financial Advisors with the Commission.
For decades, commercial banking organizations have been providing financial advisory services to State, county and municipal subdivisions without major issue. These services may range from advising the municipal entity as to what depository instrument may best suit their needs, to how to structure a request for proposal for financial services, to guidance on navigating the many issues surrounding the issuance of municipal debt. This activity is a large part of what commercial banks do everyday for both municipal and non-municipal customers. Regulatory oversight has been vested in the Comptroller of the Currency, the FDIC, the Federal Reserve or the various State Banking authorities. This oversight process has worked well, with minimal adverse incidents.
Subjecting commercial banking companies to the additional oversight of the Securities Exchange Commission would be both redundant, counter-productive and confusing. The profitability and viability of the commercial banking industry in the United States will be negatively impacted by other aspects of the Dodd-Frank legislation, such as the large reduction in check card fees and the payment of interest on business checking accounts. Adding yet another regulatory burden will not serve to improve either the level of financial advice given to municipalities, or the profitability and viability of the banking system.
Simply put, the recently exposed "bad-actors" were not from the commercial banking industry. Commercial bankers have proven themselves over time to be a dependable, trustworthy source of financial advisory services for States, counties and municipal subdivisions.
Paragraph (4) of Section 15B (a) grants that the Commission by rule of order, upon its own motion or upon application, may conditionally or unconditionally exempt any broker, dealer, municipal securities dealer, or municipal advisor, or class of brokers, dealers, municipal securities dealers, or municipal advisors from any provision of this section or the rules or regulations thereunder, if the Commission finds that such exemption is consistent with the public interest, the protection of investors, and the purposes of this section. It is our belief that it is in the best interest of the public to have a viable and profitable commercial banking industry, and that there is no public benefit to subjecting this industry to another regulatory regimen.
We respectfully request that the Commission consider granting an exemption from the registration requirements of this Act in accordance with the above mentioned paragraph (4) to the commercial banking industry.
Very truly yours,
William H. Sirakos
Senior Executive President
The Frost National Bank
San Antonio, Texas