When an “IRMA” Is Not Quite an IRMA: Revisiting the Requirements of the Independent Registered Municipal Advisor Exemption

Hello, everyone.

As is customary, the views I express today are provided in my official capacity as the Commission's Director of the Office of Municipal Securities ("OMS"), but do not necessarily reflect the views of the Securities and Exchange Commission ("SEC"), the Commissioners, or other members of the staff. Additionally, the views I express today reflect my current thinking on these topics under the rules as they currently exist, but - as always - OMS is open to discussing the independent registered municipal advisor exemption or any other aspects of complying with the municipal advisor registration rules that may be difficult for market participants.

Thank you to NAHEFFA for the invitation to be here. I want to use my time today to discuss something that sits squarely at the intersection of regulatory compliance and market practice - specifically, the independent registered municipal advisor exemption and what it actually takes to qualify for it. And with your indulgence we chose to address this issue here because the question of when municipal advisory activity begins can be the most complicated in conduit financing. Similarly, the question of whether a municipal advisor is engaged in municipal advisory activity on behalf of both the conduit issuer and conduit borrowers can also be complicated. All of which makes understanding how the exemption works especially important in conduit financings.

Why Unregistered Municipal Advisory Activity Remains a Priority

As a starting point, I want to emphasize that both OMS and the SEC's Division of Enforcement continue to devote significant attention to unregistered municipal advisory activity.[1] The reasons are straightforward. First, the municipal advisor registration framework is fundamentally a consumer protection framework.[2] The consumers it protects include states, cities, counties, school districts, hospitals, and tens of thousands of other municipal issuers that depend on sound, unconflicted advice when making high-stakes financial decisions.[3] Second, registration is not just a best practice, it's the law. The requirement that municipal advisors register with the Commission prior to engaging in municipal advisory activity was enacted by Congress over 16 years ago,[4] and our implementing rules were adopted by the Commission over 13 years ago.[5] Both pieces are federal, and compliance is mandatory. Third, and relatedly, we now have over 400 municipal advisor firms registered, and their associated persons include over 3,000 individuals who engage in municipal advisory activities.[6] They invest time and effort to comply with our registration requirements and try to ensure that municipal issuers are fully informed consumers of their services. It is critical to our market that any unregistered municipal advisors come into compliance and register.

Just as there is a diverse range of municipal issuers in our market, there is a diverse range of firms that could potentially be providing unregistered advice to these issuers. They fall into very different categories, and understanding those distinctions helps explain why this area continues to demand our attention.

On one end of the spectrum, you have firms that do not typically operate in the financial services space at all - entities that may be completely unaware of the municipal advisor registration requirements and could inadvertently cross the line into municipal advisory activity in the course of their work with municipal entities or obligated persons. While ignorance of the law is no excuse, we are continuing our efforts to proactively educate these entities on municipal advisor regulation and prevent future violations by meeting them on their home turf. I would encourage other parties in the municipal advisor industry to reach out to these firms and educate them on the existence and importance of municipal advisor regulation as well.

On the other end of the spectrum, there are firms that may know full well they are required to register as municipal advisors and affirmatively choose not to. These are deliberate violations of the law, and the SEC's enforcement program addresses them accordingly.

But between those two ends of the spectrum, there are several other categories that deserve attention. One is the firm that is fully aware of the municipal advisor registration requirements, intends to rely on an available exclusion or exemption from the definition of municipal advisor, but inadvertently misapplies the applicable standards or inadvertently fails to satisfy all of the requirements. This firm may genuinely believe it is in compliance. It may have taken steps it believes are sufficient. But if those steps fall short of what the rules actually require, the firm is engaging in unregistered municipal advisory activity - regardless of its intent.

One of the most common areas where we see this problem arise is the independent registered municipal advisor exemption, often called the "IRMA" exemption. That is what I want to focus on today.

What the IRMA Exemption Requires

The IRMA exemption allows any person to engage in municipal advisory activity without registering with the SEC as a municipal advisor, provided that the municipal entity or obligated person receiving advice from that person is otherwise represented by an IRMA with respect to the same aspects of the municipal securities issuance (or the municipal financial product), and the other requirements of the exemption are met.[7]

The policy rationale is sensible. When it adopted the IRMA exemption, the Commission stated that "if a municipal entity or obligated person is represented by a registered municipal advisor, parties to the municipal securities transaction and others who are not registered municipal advisors should be able to provide advice to such municipal entity or obligated person, so long as the responsibilities of each of the parties are clear."[8] The Commission also stated that it "does not seek to curtail the receipt of important advice and information so long as the municipal entities and obligated persons are represented by and rely on [IRMAs] who are subject to a fiduciary or other duties and who can help the municipal entities and obligated persons evaluate the advice and identify potential conflicts of interest."[9] In other words, if an IRMA is genuinely present, its role is clear, and it is meeting its obligations, then it can help municipal entities and obligated persons in evaluating other advice they receive from parties who may be unregistered and potentially conflicted.

But that rationale depends entirely on the exemption being satisfied. For example, if the purported "IRMA"[10] is not actually providing advice "with respect to the same aspects" of the municipal financial product or issuance of municipal securities,[11] that means the requirements of the IRMA exemption have not been met, and the protection the exemption is designed to preserve simply does not exist. And yet the market participant relying on the exemption may be providing advice to the municipal entity or obligated person as if it does.

The IRMA exemption is not self-executing. Relying on it requires several conditions to be met that, in our experience, are not always scrutinized with the care and attention they deserve. Let me walk through three specific areas where I think it is helpful to clarify my views on responsibilities. I would like to reiterate that these views reflect my current thinking on the rules as they currently exist, but - as always - OMS is open to discussing aspects of complying with the municipal advisor registration rules that may be difficult for market participants.

Registration Status

The first and most fundamental requirement of the exemption is that the purported independent "registered" municipal advisor is, in fact, registered with the SEC.[12] This may seem obvious, but it is an area where those who wish to rely on the exemption may be unsure of what is required, and what exactly their responsibilities are.

Because the exemption requires the presence of an IRMA, and a firm must be registered with the SEC pursuant to Section 15B of the Exchange Act and the rules and regulations thereunder to meet the definition of "IRMA" for purposes of the exemption,[13] a firm that is independent but unregistered is simply not an IRMA and the requirement that an IRMA be present would not be satisfied. Likewise, a firm that was previously registered with the SEC - but whose registration has subsequently been withdrawn, cancelled, or revoked - would not meet the definition of IRMA unless and until it re-registers with the SEC.[14] And a firm that is registered as a municipal advisor with the Municipal Securities Rulemaking Board ("MSRB"), but not the SEC, would not meet the definition of IRMA unless and until it registers as a municipal advisor with the SEC.

With that in mind, it would be prudent for any person seeking to rely on the IRMA exemption to consider taking steps to confirm that the purported "IRMA" is actually registered as a municipal advisor with the SEC. This is not burdensome. For example, the Commission's EDGAR system is publicly available at SEC.gov, and confirming registration status can take less than a minute.[15] A person seeking to verify registration status can simply access EDGAR and review filings under the firm's name or CIK number to confirm that an initial Form MA is on file (indicating that the purported IRMA applied for registration with the SEC), that there is no subsequent Form MA-W on file (which would indicate that the purported IRMA subsequently withdrew its registration with the SEC), and that there is no subsequent notice on file indicating that the purported IRMA's registration was cancelled or revoked by order of the SEC - such as a CANCELLATION-MA filing type, REVOCATION-MA filing type, or UPLOAD filing type reflecting a cancellation or revocation order.

If you wish to rely on the IRMA exemption but have not taken this basic step of verifying the firm's registration status, you are exposing yourself to the risk of not being able to rely on the exemption and a violation for failing to register, absent another available exclusion or exemption.

Reasonable Reliance on Professional Qualifications

Second, the person seeking to rely on the IRMA exemption must have a "reasonable basis" for relying on the municipal entity or obligated person's written representation that it is represented by, and will rely on the advice of, the IRMA.[16] That reasonable basis requirement has real substance.

Consider this scenario: A market participant intends to rely on the IRMA exemption based on such a written representation, but a credible member of the financing team mentions that the individuals at the IRMA who are working on the transaction have not passed the MSRB's Municipal Advisor Representative Qualification Examination[17] - the Series 50 Exam - or they do not have Form MA-Is on file with the SEC.[18] Does that affect the ability to rely on the exemption? In my view, it very well might.

To be clear: I am not saying that a person relying on the IRMA exemption must affirmatively audit every individual at the independent municipal advisor in every transaction to determine that they have met the professional qualification requirements set forth in MSRB Rule G-3 and are covered by a Form MA-I filing. However, in my view, a reasonable municipal entity (or obligated person) might choose not to rely on advice from an individual working on the transaction who has failed to meet these basic prerequisites for engaging in municipal advisory activity. So if you become aware of (or reasonably should know of) facts or circumstances that call into question an individual's qualifications for engaging in municipal advisory activity, I believe the prudent response is to inquire further - not to simply ignore potentially adverse facts and circumstances, presume that there is a reasonable basis for relying on the municipal entity's written representation that it will "rely on the advice of" the IRMA, and proceed as if the exemption is satisfied.[19]

For example, EDGAR can be used to verify that Form MA-I filings are on file for the relevant individuals under the purported IRMA's name or CIK number. Additionally, the MSRB maintains a publicly available, periodically updated list of individuals who have passed the Series 50 Exam and are associated with a municipal advisory firm registered with both the SEC and the MSRB.[20]

Reasonable Reliance on Scope of Services

The third area - and perhaps the most practically significant - is the requirement that the IRMA is providing advice "with respect to the same aspects" of the municipal financial product or issuance of municipal securities.[21]

Because the "same aspects" requirement must be met in order to rely on the IRMA exemption, having a reasonable belief that a municipal entity or obligated person has retained an IRMA to do something somewhere in the transaction may not be enough. Instead, as the person seeking to rely on the exemption, it would be prudent for you to check that the IRMA is providing - or has been engaged to provide - advice "with respect to the same aspects" of the municipal financial product or issuance of municipal securities that you would like to provide under the exemption.

One scenario where it may be particularly prudent to check is where the municipal entity has publicly posted or disseminated a so-called "IRMA Notice" to facilitate reliance on the exemption by multiple market participants.[22] Although many IRMA Notices provide the name of a purported IRMA and, in some cases, the term of the engagement, they do not typically describe what aspects of a municipal financial product or issuance of municipal securities the purported IRMA was engaged to provide advice on. In those circumstances, you should consider seeking additional information about the purported IRMA's scope of services before relying on the exemption - particularly if you are looking to provide services that are less commonly provided by municipal advisors.[23]

One way to start that conversation is to ensure you are complying with another requirement needed to rely on the IRMA exemption, which is to provide certain written disclosures about your intended role to both the municipal entity (or obligated person) and the purported IRMA.[24] In my view, these required disclosures are a natural place to explicitly state what "aspects" of the product or issuance you anticipate providing advice on under the IRMA exemption, and - in the course of preparing those disclosures - to either seek additional information about the purported IRMA's scope of services, or at least provide the receiving parties with an opportunity to correct any misunderstanding that you may have about the purported IRMA's scope of services and whether the "same aspects" requirement would be met.

Depending on the facts and circumstances, it may be prudent to go even further and request a written representation from the municipal entity or obligated person setting forth the IRMA's scope of services - but be sure you have a "reasonable basis" for relying on that representation.[25]

Again, to be clear: I am not saying that a person who seeks to rely on the IRMA exemption must request additional information in every case, and I am not saying that you must somehow obtain and review copies of the underlying municipal advisory agreements or otherwise scrutinize a scope of services line by line. But, for example, if you are looking to provide services that are less commonly provided by municipal advisors, such as swap advice, it may be prudent to confirm that the purported IRMA is actually providing - or has actually been engaged to provide - swap advice, and not just presume that a general description of the purported IRMA's scope of services includes swap advice.

After you know what the IRMA's scope of services would be, the next question is whether the advice you wish to provide is within that scope of services. In my view, advice that falls outside of the IRMA's scope of services with the municipal entity or obligated person generally would not be advice "with respect to the same aspects" of the municipal financial product or issuance of municipal securities for purposes of the exemption.

To illustrate all of these points, consider this scenario: A market participant would like to rely on the IRMA exemption to provide advice to a municipal entity on a potential refunding of municipal bonds because they think that current interest rates make a refunding beneficial if timed correctly. If the municipal entity has posted an IRMA Notice on its website specifically stating that a registered municipal advisor has been engaged to provide "pricing advice," my view is that it would generally be fair for the market participant in this scenario to presume that the "same aspects" requirement has been met. On the other hand, what if the municipal entity has posted an IRMA Notice on its website, but the Notice does not indicate whether any of the named municipal advisors have been engaged to provide pricing advice, the market participant seeking to rely on the exemption knows that the municipal entity has historically hired another firm as a pricing advisor, and the other firm is not named in the IRMA Notice? In my view, those additional facts and circumstances would raise doubt as to whether the firms named in the Notice were actually providing - or actually engaged to provide - pricing advice, and it would be prudent for the market participant who wishes to rely on the IRMA exemption to seek additional information to better understand the scope of services.

The bottom line is that the "same aspects" requirement must be met anytime someone relies on the IRMA exemption; it is not merely a formality, and the words "same aspects" have meaning in the rule, particularly as they relate to less common and potentially costly and complicated municipal financial products such as swaps. If you wish to rely on the IRMA exemption but have not taken the basic step of understanding the IRMA's role in the transaction, you are assuming risk that could have been mitigated through verification.

Conclusion

The IRMA exemption exists for good reason and is an important and legitimate tool in the market. But it is not satisfied simply by pointing to a municipal advisor somewhere in a transaction and invoking the word "IRMA." It requires that a genuinely "independent," genuinely "registered" municipal advisor actually exist;[26] that the IRMA is actually providing advice with respect to the "same aspects" of the municipal financial product or issuance of municipal securities that the market participant seeking to rely on the exemption wishes to provide;[27] that the required written representation[28] and disclosures[29] are given; and that the person seeking to rely on the exemption actually have a "reasonable basis" for relying on the representation given.[30]

When any one of those conditions are unmet, the result can be unregistered municipal advisory activity - with all of the adverse consequences that entails for municipal issuers and unregistered firms alike.

I raise these issues not to discourage reliance on the IRMA exemption, but to encourage market participants to use it carefully and correctly. Read the rules. Understand the requirements. Take the steps necessary to confirm that each requirement is actually met. And if you are uncertain whether the exemption applies in a particular situation, consult the resources available to you - including our FAQs on the municipal advisor registration rules, available on the OMS section of the Commission's website at sec.gov/municipal, as well as by contacting our office at 202-551-5680 or [email protected].

Thank you again to NAHEFFA for the opportunity to discuss these important issues with you today.

[1] See, e.g., Press Release, SEC Office of Municipal Securities Updates FAQs for Registration of Municipal Advisors (July 10, 2026), https://www.sec.gov/newsroom/press-releases/2026-66-sec-office-municipal-securities-updates-faqs-registration-municipal-advisors; SEC Office of Municipal Securities, Informational Bulletin: How to Register as a Municipal Advisor (Nov. 19, 2025), available at https://www.sec.gov/newsroom/whats-new/informational-bulletin-how-register-municipal-advisor; SEC Office of Municipal Securities and Division of Enforcement, Public Finance Abuse Unit, Informational Bulletin: What Charter Schools Should Know About Municipal Advisor Regulation (Nov. 5, 2024) ("2024 Informational Bulletin"), available at https://www.sec.gov/about/divisions-offices/office-municipal-securities/informational-bulletin-charter-schools-110524; SEC, Municipal Advisor Enforcement Actions, https://www.sec.gov/about/divisions-offices/office-municipal-securities/unregistered-municipal-advisor-enforcement-actions (compiling enforcement actions involving unregistered municipal advisory activity).

[2] See Speech, Dave A. Sanchez, Director, SEC Office of Municipal Securities, Responsibilities of Regulated Entities to Municipal Issuers (Sept. 26, 2024), available at https://www.sec.gov/newsroom/speeches-statements/remarks-california-debt-investment-advisory-commission-municipal-debt-essentials-seminar.

[3] Municipal entities and obligated persons should be concerned about the risks of working with an unlawfully unregistered firm or individual because they: (1) could be operating a business in violation of federal law; (2) may have a history of legal violations or conflicts of interest that are unknown to regulators and potential clients; or (3) may have not taken or passed the necessary professional qualification exams, may not receive continuing education training, and may not be supervised by qualified personnel. These risks mean that the municipal entity or obligated person working with an unregistered individual or firm might receive inadequate advice and potentially even conflicted advice, which could result in negative outcomes such as choosing a method of financing that is costlier and less desirable than another option, unfair pricing in a municipal bond issuance, or other financial, reputational, and legal harms. See 2024 Informational Bulletin, available at https://www.sec.gov/about/divisions-offices/office-municipal-securities/informational-bulletin-charter-schools-110524; see also, e.g., Opening Remarks, SEC Chairman Paul Atkins, 2026 Compliance Outreach Program for Municipal Advisors, Dealers, and Other Market Professionals, at 5:00, available athttps://vimeo.com/1158889540/c079b1cd8a ("A unique dimension of regulation in this space is issuer protection, which is in essence, taxpayer protection. Everyday taxpayers and ratepayers ultimately bear the cost of market inefficiencies and unnecessary, expensive borrowing by state and local governments.").

[4] See Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub. L. 111-203, title IX, section 975, July 21, 2010, 124 Stat. 1915-1923, available at https://www.govinfo.gov/content/pkg/PLAW-111publ203/pdf/PLAW-111publ203.pdf (amending Section 15B of the Securities Exchange Act of 1934 ("Exchange Act") (15 U.S.C. 78o-4) to add a new requirement that "municipal advisors" register with the Commission, effective October 1, 2010).

[5] See Registration of Municipal Advisors, Exchange Act Release No. 70462 (Sept. 20, 2013), 78 FR 67468 (Nov. 12, 2013) ("Adopting Release"), available at https://www.govinfo.gov/content/pkg/FR-2013-11-12/pdf/2013-23524.pdf.

[6] See, e.g., SEC, Statistics & Data Visualizations: Municipal Advisors, https://www.sec.gov/data-research/statistics-data-visualizations/municipal-advisors.

[7] See 17 CFR 240.15Ba1-1(d)(3)(vi).

[8] See Adopting Release, 78 FR at 67471 (emphasis added).

[9] Adopting Release, 78 FR at 67511 (emphasis added).

[10] The term "purported IRMA" is used as shorthand herein to refer to any person that may satisfy the definition of "independent registered municipal advisor" set forth in Exchange Act Rule 15Ba1-1(d)(3)(vi)(A) (17 CFR 240.15Ba1-1(d)(3)(vi)(A)), but whose satisfaction of that definition has not been conclusively established.

[11] See 17 CFR 240.15Ba1-1(d)(3)(vi)(A) (emphasis added).

[12] See 17 CFR 240.15Ba1-1(d)(3)(vi)(A) ("The Commission exempts the following persons from the definition of municipal advisor to the extent they are engaging in the specified activities: … (vi) … Any person engaging in municipal advisory activities in a circumstance in which a municipal entity or obligated person is otherwise represented by an independent registered municipal advisor with respect to the same aspects of a municipal financial product or an issuance of municipal securities, provided that the following requirements are met: ... (A) An independent registered municipal advisor is providing advice with respect to the same aspects of the municipal financial product or issuance of municipal securities. For purposes of this paragraph (d)(3)(vi), the term independent registered municipal advisor means a municipal advisor registered pursuant to section 15B of the Act (15 U.S.C. 78o-4) and the rules and regulations thereunder and that is not, and within at least the past two years was not, associated (as defined in section 15B(e)(7) (15 U.S.C. 78o-4(e)(7)) of the Act) with the person seeking to rely on this paragraph (d)(3)(vi).") (italics in original; bold added for emphasis).

[13] See id.

[14] Within 45 days of the date of filing an application for registration as a municipal advisor, the SEC must grant registration or institute proceedings to determine whether registration should be granted or denied. See 15 U.S.C. 78o-4(a)(2).

[15] See SEC.gov, Search Filings, https://www.sec.gov/search-filings (providing links to EDGAR search tools and resources).

[16] See 17 CFR 240.15Ba1-1(d)(3)(vi)(B) (listing among the requirements of the IRMA exemption that "[a] person seeking to rely on this paragraph (d)(3)(vi) receives from the municipal entity or obligated person a representation in writing that it is represented by, and will rely on the advice of, an independent registered municipal advisor, provided that the person receiving such representation has a reasonable basis for relying on the representation").

[17] Under MSRB Rules G-2 (Standards of Professional Qualification) and G-3 (Professional Qualification Requirements), a municipal advisor is prohibited from engaging in municipal advisory activities unless "such... municipal advisor and every natural person associated with such … municipal advisor is qualified in accordance with the rules of the Board," including the requirement that "[e]very" municipal advisor representative take and pass the Series 50 Exam prior to being qualified as a municipal advisor representative. See MSRB Rule G-2; MSRB Rule G-3(d)(ii)(A); see also MSRB Rule G-3(d)(ii)(B) ("Any person who ceases to be associated with or engaged in municipal advisory activities on behalf of a municipal advisor for two or more years at any time after having qualified as a municipal advisor representative in accordance with subparagraph (d)(ii)(A) (a 'lapse in qualification') must take and pass the [Series 50 Exam] prior to being qualified as a municipal advisor representative, unless exempt pursuant to paragraph (h)(ii) of this rule."). MSRB Rule G-3(d)(i)(A) defines a "municipal advisor representative" as "a natural person associated with a municipal advisor who engages in municipal advisory activities on the municipal advisor's behalf, other than a person performing only clerical, administrative, support or similar functions."

[18] With respect to Form MA-I, the Commission's municipal advisor registration rules provide that "[a] person applying for registration or registered with the Commission as a municipal advisor pursuant to [Section 15B of the Exchange Act] (15 U.S.C. 78o-4) must complete Form MA-I … with respect to each natural person who is a person associated with the municipal advisor (as defined in [Section 15B(e)(7) of the Exchange Act] (15 U.S.C. 78o-4(e)(7))) and engaged in municipal advisory activities on its behalf in accordance with the instructions in the Form and file the Form electronically with the Commission." 17 CFR 240.15Ba1-2(b)(1); see also 17 CFR 240.15Ba1-2(b)(2) ("A natural person applying for registration with the Commission as a municipal advisor pursuant to [Section 15B of the Exchange Act] (15 U.S.C. 78o-4), in addition to completing and filing Form MA pursuant to [17 CFR 240.15Ba1-2(a)], must complete Form MA-I … in accordance with the instructions in the Form and file the Form electronically with the Commission.").

[19] In the Adopting Release, the Commission stated, with respect to the written representation requirement of the IRMA exemption, that "[t]he same standards and principles apply in determining whether a person has a reasonable basis for reliance as discussed previously with respect to reliance on representations regarding proceeds determinations." Adopting Release, 78 FR at 67510, note 568 (referencing the discussion of standards and principles at Adopting Release, 78 FR at 67495, notes 364-365 and accompanying text). Under those standards and principles, the Commission explained that whether or not a person has a reasonable basis to rely on a written representation requires "reasonable diligence, based on all the facts and circumstances, including review of the written representation and other relevant information reasonably available to the person." Adopting Release, 78 FR at 67495. For example, "a person should not ignore information in the person's possession as a result of which such person would know that the representation is inaccurate," but instead "should make further inquiry to verify the accuracy of the representation in order to show a reasonable basis for the reliance." Id. However, a person relying on a written representation "generally need not independently verify all the information underlying the representation." Id. "Depending on the particular facts and circumstances, however, a person seeking to rely on such representations should take into account other information, including, but not limited to, information that is reasonably available to such person either as a result of the person's relationship with the municipal entity or obligated person or that is provided by other parties to the relevant transaction." Id.

[20] The MSRB's list is available at MSRB, "Registered Firms and Qualified Municipal Advisor Professionals," https://www.msrb.org/Municipal-Advisors ("Series 50-Qualified Representatives" tab).

[21] See 17 CFR 240.15Ba1-1(d)(3)(vi) (exempting from the definition of municipal advisor "[a]ny person engaging in municipal advisory activities in a circumstance in which a municipal entity or obligated person is otherwise represented by an independent registered municipal advisor with respect to the same aspects of a municipal financial product or an issuance of municipal securities, provided that the following requirements are met: (A) …[a]n independent registered municipal advisor is providing advice with respect to the same aspects of the municipal financial product or issuance of municipal securities …") (emphasis added); see also Adopting Release, 78 FR at 67510 (describing the requirements of 17 CFR 240.15Ba1-1(d)(3)(vi)).

[22] See generally, e.g., OMS, Registration of Municipal Advisors Frequently Asked Questions, Answer to Question 3.3: Representations about Independent Registered Municipal Advisors (Jan. 10, 2014), available at https://www.sec.gov/about/divisions-offices/office-municipal-securities/registration-municipal-advisors ("The staff believes that a municipal entity could provide its required representations in any reasonable manner, including one written disclosure to multiple transaction participants, to show that it is represented by, and will rely on the advice of, its independent registered municipal advisor. The staff further believes that a municipal entity could provide the required representations in one written disclosure to multiple market participants by posting it publicly on its official website and clearly stating in the written disclosure that by publicly posting the written disclosure the municipal entity intends that market participants receive and use it for purposes of the independent registered municipal advisor exemption."); California Debt and Investment Advisory Commission ("CDIAC"), State of California Office of the State Treasurer, Issue Brief #16-10: Issuer Application of the Municipal Advisor Rule's IRMA Exemption (July 2016), https://www.treasurer.ca.gov/sites/default/files/2025-10/irma_0.pdf ("Regarding the written notice requirement, a municipal issuer may publicly post a notice of its use and reliance on an IRMA… . Municipal issuers may publicly post an IRMA exemption notice on its official website in order to notify multiple market participants at once, specifically where the public notice states the issuer's intent for market participants to utilize the exemption as a result of the notice.").

[23] For example, advice concerning "municipal derivatives," which is defined in the Commission's municipal advisor registration rules and includes any swap to which a municipal entity is a counterparty. See 15 U.S.C. 78o-4(e)(5) (defining the term "municipal financial product" to include "municipal derivatives"); 17 CFR 240.15Ba1-1(f) (defining the term "municipal derivatives" to include "any swap … or security-based swap … to which: (1) A municipal entity is a counterparty; or (2) An obligated person, acting in such capacity, is a counterparty").

[24] See 17 CFR 240.15Ba1-1(d)(3)(vi)(C) (providing that the person seeking to rely on the exemption must make certain written disclosures to the municipal entity or obligated person they intend to advise, provide a copy of such disclosure to the independent registered municipal advisor, and make each disclosure "at a time and in a manner reasonably designed to allow the municipal entity or obligated person to assess the material incentives and conflicts of interest that such person may have in connection with the municipal advisory activities").

[25] C.f. supra note 19.

[26] See 17 CFR 240.15Ba1-1(d)(3)(vi)(A).

[27] See 17 CFR 240.15Ba1-1(d)(3)(vi)(A).

[28] See 17 CFR 240.15Ba1-1(d)(3)(vi)(B).

[29] See 17 CFR 240.15Ba1-1(d)(3)(vi)(C).

[30] See 17 CFR 240.15Ba1-1(d)(3)(vi)(B).