Muni Advisor Registration Requirement

Overview

Section 975 of the Dodd-Frank Act created the regulatory category of "Municipal Advisor," established the requirement that these entities register with the SEC, provided for a regulatory framework, and authorized the SEC and the MSRB to establish rules governing these entities. The definition of "municipal advisor" picks up two types of closely related activities: (i) an entity that itself provides advice to a muni with respect to municipal financial products or the issuance of municipal securities and (ii) an entity that undertakes a "solicitation" of a muni entity. The first type of advisor (the one that actually gives advice) is referred to by the MSRB as a "non-solicitor municipal advisor," and the second type is referred to as a "solicitor municipal advisor." The scope of definition is broad, and is not entirely intuitive; e.g., a firm that gives financial advice to a muni regarding investments in non-municipal securities may or may not be a "muni advisor" depending on the original source of the funds used to make the investments, and without regard to the specific activities. Accordingly, broker-dealers inadvertently may fall into the definition of "muni advisor" if they do not appropriately self-monitor their interactions with muni entities. See, e.g., FINRA Notice 19-28. But note that there is an exemption from registration as a muni advisor for SEC-registered investment advisers, to the extent that their advice is provided in such capacity and does not concern the issuance of muni securities or does not concern muni derivatives. SEA Rule 15Ba1-1(d)(2)(ii).

See also the pages on the Muni Advisor Registration Process and Muni Advisor Conduct Regulation.

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