Subject: File No. S7-45-10
From: Daniel Bronfman
Affiliation: Growth Capital Associates, Inc.

February 28, 2011

The definition of "municipal advisor" is far too broad. The definition should only include advisors and financing professionals that are working on financings that are a direct credit obligation of a municipal or governmental entity. The definition should EXCLUDE advisors and financing professionals working on private-activity bonds that are limited obligations of conduit issuers and are exempt from securities registration. Further, staff and members of the governing boards of conduit issuers should not be subject to this registration requirement.