Proposed Exemptive Order Granting a Conditional Exemption From the Broker Registration Requirements of Section 15(a) of the Securities Exchange Act of 1934 for Certain Activities of Registered Municipal Advisors

Pursuant to Section 15(a)(2) of the Securities Exchange Act of 1934 ("Exchange Act') and Section 36(a)(1) of the Exchange Act, the Securities and Exchange Commission ("SEC' or "Commission') is proposing to grant exemptive relief, subject to certain conditions, to permit municipal advisors registered with the Commission under Section 15B of the Exchange Act to engage in certain limited activities in connection with the direct placement of municipal securities without registering as a broker under Section 15 of the Exchange Act.