Form MA-I: Application for Municipal Advisor Registration for Natural Persons

FORM MA, FORM MA-I, FORM MA-NR, FORM MA-W
APPLICATION FOR MUNICIPAL ADVISOR REGISTRATION
APPLICATION FOR MUNICIPAL ADVISOR REGISTRATION FOR NATURAL
PERSONS
DESIGNATION OF U.S. AGENT FOR SERVICE OF PROCESS
WITHDRAWAL OF MUNICIPAL ADVISOR REGISTRATION

General Instructions
Read these general instructions carefully before filing Form MA, Form MA-I, Form MA-NR, or
Form MA-W. Specific instructions for Forms MA and MA-I are available after these general
instructions. Failure to follow instructions or properly complete the form may result in the
application being delayed or rejected.
Italicized terms are defined or described in the Glossary of Terms.
1.

Where can an applicant obtain more information on Form MA, Form MA-I, Form
MA-NR, Form MA-W, and electronic filing?

The Commission provides information about its rules with respect to municipal advisors and the
Exchange Act on its website at: .
2.

Who should file these forms?

A partnership, corporation, trust, limited liability company, limited liability partnership, sole
proprietorship, or other organized entity (other than a natural person) must use Form MA to
register with the Commission and to amend a previously submitted Form MA.
A natural person doing business in his or her own name as a sole proprietor must use both Form
MA and Form MA-I to register with the Commission and to amend a previously submitted Form
MA and Form MA-I.
Every natural person, including any employee of a municipal advisor, who engages in municipal
advisory activities, must use Form MA-I to register with the Commission and to amend a
previously submitted Form MA-I.
A person that makes a direct or indirect communication with a municipal entity or obligated
person on behalf of a broker, dealer, municipal securities dealer, municipal advisor, or
investment adviser that controls, is controlled by, or is under common control with the person
undertaking such communication, where the communication is for the purpose of obtaining or
retaining an engagement by a municipal entity or obligated person of a broker, dealer, municipal
securities dealer, or municipal advisor for or in connection with municipal financial products,
the issuance of municipal securities, or of an investment adviser to provide investment advisory
services to or on behalf of a municipal entity, may voluntarily file these forms and apply to
register as a municipal advisor. By registering as a municipal advisor, such persons must

comply with all federal securities laws and rules or regulations promulgated thereunder relating
to registered municipal advisors, including the obligation to comply with MSRB rules (such as
MSRB pay-to-play rules) that apply to municipal advisors.
Every (i) non-resident municipal advisor; and (ii) non-resident general partner and non-resident
managing agent of a municipal advisor, whether or not the municipal advisor is a resident of the
United States; must file Form MA-NR in connection with the municipal advisor’s initial
application for registration. An SEC-registered municipal advisor, or general partner or
managing agent of an SEC-registered municipal advisor, who becomes a non-resident after the
municipal advisor’s initial application has been submitted, must file Form MA-NR within 30
days of becoming a non-resident. Failure to file Form MA-NR promptly may delay SEC
consideration of the initial application.
A municipal advisor no longer required to register must file Form MA-W to withdraw its
registration.
3.

How is Form MA organized?

Form MA asks a number of questions about the municipal advisor, the municipal advisor’s
business practices, the persons who own and control the municipal advisor, and the persons who
engage in municipal advisory activities on behalf of the municipal advisor. All items must be
completed.
Form MA also contains several supplemental schedules.
Schedule A asks for information about the municipal advisor’s direct owners and executive
officers.
Schedule B asks for information about the municipal advisor’s indirect owners.
Schedule C is used to amend information on either Schedule A or Schedule B.
Schedule D asks for additional information on certain items and provides space for explanations.
Criminal Disclosure Reporting Pages, Regulatory Action Disclosure Reporting Pages, and Civil
Judicial Action Disclosure Reporting Pages are schedules that ask for details about disciplinary
events involving the municipal advisor and the municipal advisor’s associated persons.
4.

How is Form MA-I organized?

Form MA-I asks a number of questions about a natural person municipal advisor (including a
sole proprietor), including the residential history and employment history of the municipal
advisor, and other business in which the municipal advisor is engaged. All items must be
completed.

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Form MA-I also contains several supplemental schedules with respect to disciplinary events
involving the municipal advisor. These supplemental schedules include Criminal Action
Disclosure, Regulatory Action Disclosure, Investigation Disclosure, Civil Judicial Action
Disclosure, Customer Complaint/Arbitration/Civil Litigation Disclosure, Termination
Disclosure, and Judgment/Lien Disclosure.
5.

Where does an applicant sign the Form MA?

The municipal advisor must sign the appropriate Execution Page – either the:
Domestic Municipal Advisor Execution Page, if the municipal advisory firm
(including a sole proprietor) is a resident of the United States (a sole proprietor
would also need to sign the Form MA-I, as discussed below); or
Non-Resident Municipal Advisor Execution Page, if the municipal advisory firm
(including a sole proprietor) is not a resident of the United States. Non-Resident
municipal advisors must also file Form MA-NR as specified in Instruction 2
above.
6.

Where does an applicant sign the Form MA-I?

The municipal advisor must sign Item 7 of the Form MA-I.
7.

Who must sign the Form MA or MA-I?

The individual who signs the form depends upon the municipal advisor’s form of organization:
For a sole proprietorship, the sole proprietor.
For a partnership, a general partner.
For a corporation, an authorized principal officer.
For all others, an authorized individual who participates in managing or directing
the municipal advisor’s affairs; or in the case of a natural person, the natural
person filing the form on his or her own behalf.
For purposes of this electronic form, the signature is a typed name.
8.

When does Form MA (for municipal advisory firms, including sole proprietors)
need to be updated?

Every municipal advisor must amend Form MA each year by filing an annual update within 90
days after the end of its fiscal year (calendar year for sole proprietors). Responses to all items
must be updated when submitting the annual update.
In addition to the annual update, a municipal advisor must amend Form MA by filing additional
amendments (other than annual updates) promptly if a material event has occurred that changes
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the information provided in Form MA. For purposes of Form MA, a material event will be
deemed to have occurred if:
information provided in response to Items 1 (Identifying Information); 2 (Form of
Organization); or 9 (Disclosure Information) becomes inaccurate in any way; or
information provided in response to Items 3 (Successions); 7 (Participation or
Interest of Applicant or Associated Persons of Applicant in Municipal Advisory
Client Transactions); or 8 (Control Persons) becomes materially inaccurate.
A non-resident municipal advisor shall file an amendment promptly to Form MA to provide an
updated opinion counsel after any changes in the legal or regulatory framework that would
impact the ability of the municipal advisor to provide the Commission with the access to its
books and records, as required by law, or would impact the Commission’s ability to inspect and
examine the municipal advisor onsite.
Note: If submitting an amendment (other than an annual update), a municipal advisor is not
required to update the responses to Items 4 (Information About Applicant’s Business), 5 (Other
Business Activities), 6 (Financial Industry Affiliations of Associated Persons), or 10 (Small
Businesses) even if the responses to those items have become inaccurate.
Failure to update Form MA, as required by this instruction, is a violation of SEC rule 15Ba1-4
and could lead to the revocation of registration.
9.

When does Form MA-I (for natural person municipal advisors) need to be updated?

Every natural person municipal advisor (including sole proprietors) must promptly amend Form
MA-I whenever any information previously provided on Form MA-I becomes inaccurate.
10.

How does an applicant file these forms?

An applicant must complete and file the forms electronically.
11.

How does an applicant get started filing electronically?

[Instructions to come on how to file electronically]
12.

How does an applicant make the required self-certification?

Municipal advisors applying for registration on both Form MA and Form MA-I must certify as
to their training, experience, and competence and their ability to comply with federal securities
laws. Municipal advisors filing on Form MA must complete the self-certification included on
the execution page to Form MA. Municipal advisors filing on Form MA-I must complete the
self-certification included in Item 7.

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13.

When must an applicant make the required self-certification?

All municipal advisors must complete the required certification at the time of filing an initial
application for registration as a municipal advisor, and annually thereafter. Municipal advisory
firms must complete their annual certification at the time of their annual amendment as described
in Instruction 8 above. Natural person municipal advisors must check the appropriate box on
Form MA-I to indicate filing of an annual self-certification and complete the certification
included in Item 7 of Form MA-I within 90 days after the end of the calendar year.
14.

How does a non-resident municipal advisor file its opinion of counsel?

A non-resident municipal advisor must attach as Exhibit A to its execution page an opinion of
counsel that the municipal advisor can, as a matter of law, provide the Commission with access
to the books and records of such municipal advisor, as required by law, and that the municipal
advisor can, as a matter of law, submit to onsite inspection and examination by the Commission.
Federal Information Law and Requirements
Section 15B(a) of the Securities Exchange Act [15 U.S.C. § 78o-4(a)] authorizes the SEC to
collect the information required by Form MA and Form MA-I. The SEC collects the information
for regulatory purposes. Filing Form MA and/or Form MA-I is mandatory for municipal
advisors who are required to register with the SEC. The SEC maintains the information
submitted on these forms and, unless otherwise specified, makes it publicly available. The SEC
will not accept forms that do not include the required information.
SEC’s Collection of Information
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 Exchange Act authorizes
the SEC to collect the information on Form MA and Form MA-I from applicants. See 15 U.S.C.
§ 78o-4. Filing of the form is mandatory.
The main purpose of these forms is to enable the SEC to register municipal advisors. Every
applicant for registration with the SEC as a municipal advisor must file the applicable form. See
17 C.F.R. § 240.15Ba1-2. By accepting Form MA and/or Form MA-I, however, the SEC does
not make a finding that it has been completed or submitted correctly. Form MA must be filed
annually by every municipal advisory firm, no later than 90 days after the end of its fiscal year
(calendar year for sole proprietors). Form MA also must be filed promptly during the year to
reflect changes as described in these instructions. Form MA-I must be filed by every natural
person municipal advisor (including sole proprietors). Form MA-I also must be filed promptly
whenever any information previously provided becomes inaccurate. The SEC maintains the
information on the forms and, unless otherwise specified, makes it publicly available through the
SEC website.

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Anyone may send the SEC comments on the accuracy of the burden estimate on page 1 of the
forms, as well as suggestions for reducing the burden. The Office of Management and Budget
has reviewed this collection of information under 44 U.S.C. § 3507.
Intentional misstatements or omissions of fact constitute federal criminal violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a)

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FORM MA
APPLICATION FOR MUNICIPAL ADVISOR REGISTRATION
These instructions explain how to complete certain items in Form MA.

1.

Item 3: Successions

Succession of a Registered Municipal Advisor. If the applicant has (i) taken over the business
of another municipal advisor or (ii) changed its structure or legal status (e.g., form of
organization or state of incorporation), a new organization has been created, which has
registration obligations under the Exchange Act. There are different ways to fulfill these
obligations. The municipal advisor may rely on the registration provisions discussed in the
General Instructions, or may be able to rely on special registration provisions for "successors" to
registered municipal advisors, which may ease the transition to the successor municipal
advisor’s registration.
If the municipal advisor has taken over another municipal advisor, follow the instructions below
under: “Succession by Application.” If the municipal advisor has changed its structure or legal
status, follow the instruction below under “Succession by Amendment.”
a. Succession by Application. If the applicant is not registered with the SEC as a municipal
advisor, and is acquiring or assuming substantially all of the assets and liabilities of the
advisory business of a registered municipal advisor, file a new application for registration
on Form MA. The applicant will receive new registration numbers. The applicant must
file the new application within 30 calendar days after the succession. On the application,
make sure to check “yes” to Item 3, enter the date of the succession in Item 3, and
complete Section 3 of Schedule D.
Until the SEC declares the new registration effective, the municipal advisor may rely on
the registration of the acquired municipal advisor, but only if the acquired municipal
advisor is no longer engaged in municipal advisory activities. Once the new registration
is effective, a Form MA-W must be filed with the SEC to withdraw the registration of the
acquired municipal advisor.
b. Succession by Amendment. If a new municipal advisor is formed solely as a result of a
change in form of organization, a reorganization, or a change in the composition of a
partnership, and there has been no practical change in control or management, the
applicant may amend the registration of the registered municipal advisor to reflect these
changes rather than file a new application. The applicant will keep the same registration
number, and should not file a Form MA-W. On the amendment, make sure to check
“yes” to Item 3, enter the date of the succession in Item 3, and complete Section 3 of
Schedule D. The amendment must be submitted within 30 calendar days after the change
or reorganization.
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2.

Item 4: Information About Applicant’s Business

Newly-Formed Municipal Advisors: Several questions in Item 4 that ask about municipal
advisory activities assume that the municipal advisor has been in existence for some time.
Responses to these questions should reflect the applicant’s current municipal advisory activities
(i.e., at the time of filing of the Form MA or MA-I), with the following exceptions:
Base responses to Item 4.H., I. and J. on the types of compensation the applicant
expects to accept; and
Base responses to Item 4.K. on the types of municipal advisory activities in which the
applicant expects to engage during the next year.
3.

Additional Information

Complete Schedule D if any response to an item in Form MA requires further explanation or if
the applicant wishes to provide additional information.

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FORM MA-I
APPLICATION FOR MUNICIPAL ADVISOR REGISTRATION FOR NATURAL
PERSONS
These instructions explain how to complete certain items in Form MA-I.
1.

Item 1: Identifying Information

If the applicant has an assigned CRD number, enter it.
Enter the applicant’s social security number.
Enter the address of every office at which the applicant will be physically located, and from
which the applicant will be supervised.
2.

Item 2: Other Names

Enter all other names that the applicant has used or is using, or by which the applicant is known
or has been known, other than the legal name, since the age of 18. For example, include
nicknames, aliases, and names used before or after marriage.
3.

Item 3: Residential History

Provide residential addresses for the past 5 years. Leave no gaps greater than 3 months between
addresses. Post office boxes are not acceptable.
4.

Item 4: Employment History

Provide employment history for the past 10 years. Leave no gaps greater than 3 months between
entries. All entries must include beginning and end dates of employment. Account for full-time
and part-time employment, self-employment, military service, and homemaking. Include
unemployment, full-time education, extended travel, and other similar statuses.
5.

Item 5: Other Business

Provide information regarding any other business in which the applicant is currently engaged,
including:
Name and address of the other business.
Nature of the other business, including whether it is municipal advisor-related.
Position, title, or relationship with the other business, including duties.
The start date of the relationship with the other business.
The approximate number of hours per month devoted to the other business.

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6.

Item 6: Disclosure Questions

Note that an affirmative answer to certain disclosure questions may make an individual subject to
a statutory disqualification as defined in Section 3(a)(39) and Section 15B(c) of the Securities
Exchange Act of 1934.
7.

Item 7: Signature

Signature is effected by typing a name in the designated signature field. By typing a name in this
field, the signatory acknowledges and represents that the entry constitutes in every way, use, or
aspect, his or her legally binding signature. Submit the signed form electronically with the
Commission.

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GLOSSARY OF TERMS
1. Annual Update: Within 90 calendar days after the municipal advisor’s fiscal year end
(calendar year for sole proprietors), the municipal advisor must file an “annual update,”
which is an amendment to the municipal advisor’s Form MA that updates the responses to
any item for which the information is no longer accurate.
2. Associated Person or Associated Person of a Municipal Advisor: Any partner, officer,
director, or branch manager of a municipal advisor (or any person occupying a similar status
or performing similar functions); any other employee of such municipal advisor who is
engaged in the management, direction, supervision, or performance of any municipal
advisory activities relating to the provision of advice to or on behalf of a municipal entity or
obligated person with respect to municipal financial products or the issuance of municipal
securities (other than employees who are solely clerical or administrative); and any person
directly or indirectly controlling, controlled by, or under common control with such
municipal advisor.
3. Charged: Being accused of a crime in a formal complaint, information, or indictment (or
equivalent formal charge).
4. CFTC: Commodity Futures Trading Commission.
5. Chief Compliance Officer: The officer in charge of the municipal advisor’s compliance
issues.
6. Client or Municipal Advisory Client: Any of the municipal advisor’s clients. This term
includes clients from which the municipal advisor receives no compensation. If the municipal
advisor also engages in activities that are not municipal advisory activities, this term does not
include such clients.
7. Contingent Fees: Any fee or payment for services provided where the fee is payable upon a
condition to be satisfied.
8. Control: The power, directly or indirectly, to direct the management or policies of a person,
whether through ownership of securities, by contract, or otherwise.
Each of the municipal advisor’s officers, partners, or directors exercising executive
responsibility (or persons having similar status or functions) is presumed to control the
municipal advisor.
A person is presumed to control a corporation if the person: (i) directly or indirectly has
the right to vote 25 percent or more of a class of the corporation’s voting securities; or (ii)
has the power to sell or direct the sale of 25 percent or more of a class of the corporation’s
voting securities.

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A person is presumed to control a partnership if the person has the right to receive upon
dissolution, or has contributed, 25 percent or more of the capital of the partnership.
A person is presumed to control a limited liability company (“LLC”) if the person: (i)
directly or indirectly has the right to vote 25 percent or more of a class of the interests of
the LLC; (ii) has the right to receive upon dissolution, or has contributed, 25 percent or
more of the capital of the LLC; or (iii) is an elected manager of the LLC.
A person is presumed to control a trust if the person is a trustee or managing agent of the
trust.
9. CRD: The Web Central Registration Depository (“CRD”) system operated by FINRA for the
registration of broker-dealers and broker-dealer representatives.
10. Discretionary Authority: The municipal advisor has discretionary authority or manages
assets on a discretionary basis if it has the authority to decide which securities to purchase
and sell for a client. The municipal advisor also has discretionary authority if it has the
authority to decide which investment advisers to retain on behalf of a client.
11. Employee: This term includes an independent contractor who engages in municipal
advisory activities on the municipal advisor’s behalf.
12. Enjoined: This term includes being subject to a mandatory injunction, prohibitory injunction,
preliminary injunction, or a temporary restraining order.
13. Federal Banking Agency: This term includes any Federal banking agency as defined in
Section 3 of the Federal Deposit Insurance Act (12 U.S.C. 1813(q)).
14. Felony: For jurisdictions that do not differentiate between a felony and a misdemeanor, a
felony is an offense punishable by a sentence of at least one year imprisonment and/or a fine of
at least $1,000. This term also includes a general court martial.
15. FINRA: Financial Industry Regulatory Authority.
16. Foreign Financial Regulatory Authority: This term includes (i) a foreign securities
regulatory authority; (ii) another governmental body or foreign equivalent of a self-regulatory
organization empowered by a foreign government to administer or enforce its laws relating to
the regulation of municipal advisor-related activities; and (iii) a foreign membership
organization, a function of which is to regulate the participation of its members in the activities
listed above.
17. Found: This term includes adverse final actions, including consent decrees in which the
respondent has neither admitted nor denied the findings, but does not include agreements,
deficiency letters, examination reports, memoranda of understanding, letters of caution,
admonishments, and similar informal resolutions of matters.

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18. Guaranteed Investment Contract: This term includes any investment that has specified
withdrawal or reinvestment provisions and a specifically negotiated or bid interest rate, and
also includes any agreement to supply investments on 2 or more future dates, such as a forward
supply contract.
19. IARD: The Investment Adviser Registration Depository (“IARD”) system operated by FINRA
for the registration of investment advisers and investment adviser representatives.
20. Investigation: This term includes: (a) grand jury investigations; (b) SEC investigations after
the "Wells" notice has been given; (c) FINRA investigations after the "Wells" notice has been
given or after a person associated with a member, as defined by The FINRA By-Laws, has
been advised by the staff that it intends to recommend formal disciplinary action; (d) NYSE
Regulation investigations after the “Wells” notice has been given or after a person over
whom NYSE Regulation has jurisdiction, as defined in the applicable rules, has been advised
by NYSE Regulation that it intends to recommend formal disciplinary action; (e) formal
investigations by other SROs; or (f) actions or procedures designated as investigations by
other federal, state, or local jurisdictions. The term investigation does not include subpoenas,
preliminary or routine regulatory inquiries or requests for information, deficiency letters,
“blue sheet” requests or other trading questionnaires, or examinations.
21. Investment Adviser: As defined in Section 202(a)(11) of the Investment Advisers Act of
1940.
22. Investment-Related: Activities that pertain to securities, commodities, banking, insurance, or
real estate (including, but not limited to, acting as or being associated with an investment
adviser, broker-dealer, municipal securities dealer, government securities broker or dealer,
issuer, investment company, futures sponsor, bank, or savings association).
23. Investment Strategies: The term includes plans,programs, or pools of assets that invest funds
held by or on behalf of a municipal entity.
24. Involved: Engaging in any act or omission, aiding, abetting, counseling, commanding,
inducing, conspiring with, or failing reasonably to supervise another in an act.
25. Managing Agent: Any person, including a trustee, who directs or manages, or who
participates in directing or managing, the affairs of any unincorporated organization or
association other than a partnership.
26. Minor Rule Violation: A violation of a self-regulatory organization rule that has been
designated as “minor” pursuant to a plan approved by the SEC. A rule violation may be
designated as “minor” under a plan if the sanction imposed consists of a fine of $2,500 or less,
and if the sanctioned person does not contest the fine. (Check with the appropriate selfregulatory organization to determine if a particular rule violation has been designated as
“minor” for these purposes.)

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27. Misdemeanor: For jurisdictions that do not differentiate between a felony and a misdemeanor,
a misdemeanor is an offense punishable by a sentence of less than one year imprisonment
and/or a fine of less than $1,000. This term also includes a special court martial.
28. MSRB or Board: Municipal Securities Rulemaking Board.
29. Municipal Advisor: This term means a person (who is not a municipal entity or an employee
of a municipal entity) that (i) provides advice to or on behalf of a municipal entity or
obligated person with respect to municipal financial products or the issuance of municipal
securities, including advice with respect to the structure, timing, terms, and other similar
matters concerning such financial products or issues; or (ii) undertakes a solicitation of a
municipal entity or obligated person. This term does not include:
A broker, dealer, or municipal securities dealer serving as an underwriter (as that term is
defined in Section 2(a)(11) of the Securities Act of 1933) on behalf of a municipal entity or
obligated person, unless the broker, dealer or municipal securities dealer engages in
municipal advisory activities while acting in a capacity other than as an underwriter on behalf
of a municipal entity or obligated person;
An investment adviser registered under the Investment Advisers Act of 1940 or a person
associated with such registered investment adviser unless the registered investment adviser or
a person associated with the investment adviser engages in municipal advisory activities
other than providing investment advice that would subject such adviser or person associated
with such adviser to the Investment Advisers Act of 1940;
Any commodity trading advisor registered under the Commodity Exchange Act or persons
associated with a commodity trading advisor, unless the registered commodity trading
advisor or persons associated with the registered commodity trading advisor engages in
municipal advisory activities other than advice related to swaps;
Any attorney, unless the attorney engages in municipal advisory activities other than the offer
of legal advice or the provision of services that are of a traditional legal nature;
Any engineer, unless the engineer engages in municipal advisory activities other than
providing engineering advice; and
Any accountant, unless the accountant engages in municipal advisory activities other than
preparing financial statements, auditing financial statements, or issuing letters for
underwriters for, or on behalf of, a municipal entity or obligated person.
30. Municipal Advisor-Related: Conduct that pertains to municipal advisory activities
(including, but not limited to, acting as, or being an associated person of, a municipal
advisor).
31. Municipal Advisory Activities: Providing advice to or on behalf of a municipal entity or
obligated person with respect to municipal financial products or the issuance of municipal
securities, including advice with respect to the structure, timing, terms, and other similar
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matters concerning such financial products or issues; or solicitation of a municipal entity or
obligated person.
32. Municipal Advisory Firm: Any organized entity that is a municipal advisor, including sole
proprietors. A sole proprietor that is a municipal advisor is also a natural person municipal
advisor.
33. Municipal Derivatives: Any swap (as defined in Section 1a(47) of the Commodity
Exchange Act (7 U.S.C. 1a(47)), including any rules and regulations thereunder) or securitybased swap (as defined in Section 3(a)(68) of the Securities Exchange Act of 1934 (15
U.S.C. 78c(a)(68), including any rules and regulations thereunder) to which a municipal
entity or obligated person is a counterparty.
34. Municipal Entity: Any State, political subdivision of a State, or municipal corporate
instrumentality of a State, including (i) any agency, authority, or instrumentality of the State,
political subdivision, or municipal corporate instrumentality; (ii) any plan, program, or pool
of assets sponsored or established by the State, political subdivision, or municipal corporate
instrumentality or any agency, authority, or instrumentality thereof; and (iii) any other issuer
of municipal securities.
35. Municipal Financial Products: Municipal derivatives, guaranteed investment contracts, and
investment strategies.
36. Natural Person Municipal Advisor: Any natural person that is a municipal advisor,
including sole proprietors. A sole proprietor that is a municipal advisor, is also a municipal
advisory firm.
37. Non-Resident: (i) in the case of an individual, one who resides in or has his principal office
and place of business in any place not in the United States; (ii) in the case of a corporation, one
incorporated in or that has its principal office and place of business in any place not in the
United States; and (iii) in the case of a partnership or other unincorporated organization or
association, one having its principal office and place of business in any place not in the United
States.
38. NYSE: New York Stock Exchange.
39. Obligated Persons: Any person, including an issuer of municipal securities, who is either
generally or through an enterprise, fund, or account of such person, committed by contract or
other arrangement to support payment of all or part of the obligations of the municipal
securities to be sold in an offering of municipal securities. This term does not include
providers of municipal bond insurance, letters of credit, or other liquidity facilities.
40. Order: A written directive issued pursuant to statutory authority and procedures, including an
order of denial, exemption, suspension, or revocation. Unless included in an order, this term
does not include special stipulations, undertakings, or agreements relating to payments,
limitations on activity or other restrictions.
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41. Person: An individual, sole proprietorship, or a firm. A firm includes any partnership,
corporation, trust, limited liability company (“LLC”), limited liability partnership (“LLP”), or
other organization.
42. Principal Place of Business or Principal Office and Place of Business: The executive office
of the municipal advisor from which the officers, partners, or managers of the municipal
advisor direct, control, and coordinate the activities of the municipal advisor.
43. Proceeding: This term includes a formal administrative or civil action initiated by a
governmental agency, self-regulatory organization or foreign financial regulatory authority; a
felony criminal indictment or information (or equivalent formal charge); or a misdemeanor
criminal information (or equivalent formal charge). This term does not include other civil
litigation, investigations, arrests or similar charges effected in the absence of a formal criminal
indictment or information (or equivalent formal charge).
44. Resign: relates to separation from employment with any employer, is not restricted to
municipal advisory-related or investment-related employments, and would include any
termination in which allegations are a proximate cause of separation, even if the individual
initiated the separation.
45. Self-Regulatory Organization or SRO: Any national securities or commodities exchange,
registered securities association, or registered clearing agency. For example, the Chicago
Board of Trade (“CBOT”), FINRA, MSRB and NYSE are self-regulatory organizations.
46. SEC or Commission: Securities and Exchange Commission.
47. Solicitation or Solicitation of a Municipal Entity or Obligated Person: A direct or indirect
communication with a municipal entity or obligated person made by a person, for direct or
indirect compensation, on behalf of a broker, dealer, municipal securities dealer, municipal
advisor, or investment adviser (as defined in Section 202 of the Investment Advisers Act of
1940) that does not control, is not controlled by, or is not under common control with the
person undertaking such solicitation for the purpose of obtaining or retaining an engagement
by a municipal entity or obligated person of a broker, dealer, municipal securities dealer, or
municipal advisor for or in connection with municipal financial products, the issuance of
municipal securities, or of an investment adviser to provide investment advisory services to or
on behalf of a municipal entity or obligated person.
48. Supervised Person: Any of the municipal advisor’s officers, partners, directors (or other
persons occupying a similar status or performing similar functions), or employees, or any other
person who engages in municipal advisory activities on the municipal advisor’s behalf and is
subject to the municipal advisor’s supervision or control.

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