HR 2827 RFS
spect to the structure, timing, terms, and 
other similar matters concerning such fi-
nancial products or issues; or 
‘‘(ii) undertakes a solicitation of a 
municipal entity; 
‘‘(B) includes financial advisors, guaran-
teed investment contract brokers, third-party 
marketers, placement agents, solicitors, finders, 
and swap advisors, if such persons are de-
scribed in either of clauses (i) or (ii) of sub-
paragraph (A) and are not excluded under sub-
paragraph (C); and 
‘‘(C) does not include, solely as a result of 
their performing the following activities— 
‘‘(i) any broker, dealer, or municipal 
securities dealer registered with the Com-
mission, to the extent that such broker, 
dealer, or municipal securities dealer is 
serving or is seeking to serve as an under-
writer, 
placement 
agent, 
remarketing 
agent, dealer-manager, or in a similar ca-
pacity, or is providing advice related to or 
in connection with any such activities and 
not for separate compensation, or any per-
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son associated with such a broker, dealer, 
or municipal securities dealer; 
‘‘(ii) an investment adviser registered 
under the Investment Advisers Act of 1940 
(15 U.S.C. 80b–1 et seq.) or with any 
State or territory of the United States that 
is providing investment advice (whether or 
not of a type that would subject a person 
to registration under such Act), or any 
person associated with such an investment 
adviser; 
‘‘(iii) any person registered under the 
Commodity Exchange Act (7 U.S.C. 1 et 
seq.) or this Act in relation to such per-
son’s activities with respect to swaps or se-
curity-based swaps that is providing advice 
related to swaps or security-based swaps, 
or providing advice that is related to or in 
connection with any such activities and not 
for separate compensation, or any person 
associated with such person; 
‘‘(iv) a financial institution engaging 
in any of the activities referred to in clause 
(i), (ii), or (iii) pursuant to an exemption 
from registration, acting as a dealer or 
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principal with respect to deposits, foreign 
exchange, or identified banking products 
(as defined in paragraphs (1) through (5) 
of section 206(a) of the Gramm-Leach-Bli-
ley Act (15 U.S.C. 78c(a))), providing 
other traditional banking or trust services 
otherwise subject to a fiduciary duty under 
State or Federal law, providing administra-
tive or operational services or support, or 
providing advice that is related to or in 
connection with any such activities and not 
for separate compensation; 
‘‘(v) any person subject to regulation 
by a State insurance regulator providing 
insurance products or services or providing 
advice that is related to or in connection 
with any such activities and not for sepa-
rate compensation; 
‘‘(vi) an accountant (or person associ-
ated with such accountant) providing cus-
tomary and usual accounting services, in-
cluding any attestation or audit service or 
issuing letters for underwriters for a mu-
nicipal entity or providing advice that is 
related to or in connection with any such 
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activities and not for separate compensa-
tion; 
‘‘(vii) any attorney offering legal ad-
vice or providing services that are of a tra-
ditional legal nature; 
‘‘(viii) an engineer providing engineer-
ing advice; or 
‘‘(ix) any elected or appointed member 
of a governing body of a municipal entity 
or obligated person, with respect to such 
member’s role on the governing body;’’. 
SEC. 6. DEFINITION OF SOLICITATION OF A MUNICIPAL EN-
TITY OR OBLIGATED PERSON. 
Section 15B(e)(9) of the Securities Exchange Act of 
1934 (15 U.S.C. 78o–4(e)(9)) is amended by striking ‘‘or 
on behalf of a municipal entity; and’’ and inserting the 
following: ‘‘a municipal entity, but communications on be-
half of a fund or other collective investment vehicle shall 
not be deemed to be on behalf of any investment adviser 
that advises or manages such fund or investment vehicle;’’. 
SEC. 7. DEFINITION OF MUNICIPAL DERIVATIVE. 
Section 15B(e) of the Securities Exchange Act of 
1934 (15 U.S.C. 78o–4(e)) is amended— 
(1) in paragraph (10), by striking the period on 
the end and inserting a semicolon; and 
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(2) by adding at the end the following: 
‘‘(11) the term ‘municipal derivative’ means a 
swap or security-based swap in which a municipal 
entity is a counterparty; and’’. 
SEC. 8. DEFINITION OF ON BEHALF OF. 
Section 15B(e) of the Securities Exchange Act of 
1934 (15 U.S.C. 78o–4(e)), as amended by section 7, is 
further amended by adding at the end the following: 
‘‘(12) the term to provide advice ‘on behalf of 
a municipal entity or obligated person’ means to 
provide advice to a person that is known to be en-
gaged by a municipal entity or obligated person to 
provide services to such municipal entity or obligated 
person in connection with the issuance of municipal 
securities.’’. 
Passed the House of Representatives September 19, 
2012. 
Attest: 
KAREN L. HAAS, 
Clerk. 
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