Subject: Release No. 34-87204; File No. S7-16-19 (Direct Placements)
From: Tom Lawrence

Oct. 17, 2019

SEC Secretary: 

Just wanted to thank you for this proposed exemption which helps clarify an otherwise murky area for firms that are registered only as a municipal advisor. As a small financial advisor with several smaller clients, the exemption makes it clear that there will be no need for additional registration as a broker-dealer, or for the retaining of a broker-dealer firm, in the case of certain limited direct private placements.  

If otherwise required to register as, or retain, a broker-dealer for a private placement with a bank, there is no discernible protection to be gained by the client who is already represented by a financial advisor with a fiduciary duty. We often see broker-dealers soliciting the same banks for private placement proposals that the municipal advisor would otherwise solicit for the issuer. The only thing that changes is the increased cost to the issuer. 

Thank you again for this proposed exemption. I will continue to review it and let you know if I have any suggested changes, but my first read was encouraging! 

Tom Lawrence 

Registered with the SEC & MSRB