A dealer wants to rely on the independent registered municipal advisor exemption with a school district. What must it receive from the district?Answer: A written representation that it has, and will rely on, such an advisor. Source: SEC Rule 15Ba1-1(d)(3)(vi)(B), 17 CFR 240.15Ba1-1. Outline: MSRB Series 54 Content Outline (2021), Part 1, A.2.b(3)(a).
A firm answers a city's request for proposals with ideas on how to structure a financing. What condition keeps the response within the exemption of SEC Rule 15Ba1-1(d)(3)(iv)?Answer: The firm gets no separate compensation for advice in the response. Source: SEC Rule 15Ba1-1(d)(3)(iv), 17 CFR 240.15Ba1-1. Outline: MSRB Series 54 Content Outline (2021), Part 1, A.2.b(2).
A firm is paid to contact a county and win advisory business for its own parent company. Is that a solicitation of a municipal entity under section 15B(e)(9)?Answer: No. The term covers paid solicitation for an unaffiliated firm. Source: Securities Exchange Act of 1934, section 15B(e)(9), 15 U.S.C. 78o-4(e)(9). Outline: MSRB Series 54 Content Outline (2021), Part 1, A.2.e.
Show all 49 questions (46 more)
Regulatory framework, continued
A firm sends a county a table of current market interest rates. It makes no recommendation about any product or bond issue. Under SEC Rule 15Ba1-1(d)(1)(ii), is that advice?Answer: No. General information with no recommendation is not advice. Source: SEC Rule 15Ba1-1(d)(1)(ii), 17 CFR 240.15Ba1-1. Outline: MSRB Series 54 Content Outline (2021), Part 1, A.2.a.
For the independent registered municipal advisor exemption, how long must the advisor have been unassociated with the person relying on it?Answer: At least the past two years. Source: SEC Rule 15Ba1-1(d)(3)(vi)(A), 17 CFR 240.15Ba1-1. Outline: MSRB Series 54 Content Outline (2021), Part 1, A.2.b(3)(a).
How far does the underwriter exclusion from the municipal advisor definition reach for a dealer?Answer: To activities within the scope of underwriting that issuance. Source: SEC Rule 15Ba1-1(d)(2)(i), 17 CFR 240.15Ba1-1. Outline: MSRB Series 54 Content Outline (2021), Part 1, A.2.b(1) and A.2.c.
In MSRB rules, which body is the appropriate regulatory agency for a municipal advisor?Answer: The Securities and Exchange Commission. Source: MSRB Rule D-14. Outline: MSRB Series 54 Content Outline (2021), Part 1, B.1.
To whom does a municipal advisor owe the duty of fair dealing in MSRB Rule G-17?Answer: All persons. Source: MSRB Rule G-17. Outline: MSRB Series 54 Content Outline (2021), Part 1, A.4.
Under section 15B(c)(1) of the Exchange Act, a municipal advisor is deemed to have a fiduciary duty to which clients?Answer: Municipal entity clients. Source: Securities Exchange Act of 1934, section 15B(c)(1), 15 U.S.C. 78o-4(c)(1). Outline: MSRB Series 54 Content Outline (2021), Part 1, A.3.
Which of these is a municipal entity under section 15B(e)(8) of the Exchange Act?Answer: A pool of assets established by a state. Source: Securities Exchange Act of 1934, section 15B(e)(8), 15 U.S.C. 78o-4(e)(8). Outline: MSRB Series 54 Content Outline (2021), Part 1, A.2.d.
Which party is carved out of the term obligated person by SEC Rule 15Ba1-1(k)?Answer: A bank that provides a letter of credit for the bonds. Source: SEC Rule 15Ba1-1(k), 17 CFR 240.15Ba1-1. Outline: MSRB Series 54 Content Outline (2021), Part 1, A.2.d.
Which person is outside the statutory definition of a municipal advisor in every case?Answer: An employee of a municipal entity. Source: Securities Exchange Act of 1934, section 15B(e)(4), 15 U.S.C. 78o-4(e)(4). Outline: MSRB Series 54 Content Outline (2021), Part 1, A.2.
Supervising advisory activities 17
A bank loan to a municipal entity client counts as an "other similar financial product" for the principal transaction ban when it is economically equivalent to buying municipal securities and its principal amount is at least what?Answer: $1,000,000. Source: MSRB Rule G-42, Supplementary Material .13. Outline: MSRB Series 54 Content Outline (2021), Part 2, A.7.
A client chooses a course of action contrary to its municipal advisor's advice. Must the advisor end the relationship?Answer: No. It is not required to disengage on that basis. Source: MSRB Rule G-42, Supplementary Material .03. Outline: MSRB Series 54 Content Outline (2021), Part 2, A.10.
A dealer has a financial advisory relationship with a city for a new bond issue. Under MSRB Rule G-23(d), may it buy that issue from the city as underwriter?Answer: No, neither alone nor as a member of a syndicate. Source: MSRB Rule G-23(d). Outline: MSRB Series 54 Content Outline (2021), Part 2, A.6.
A firm discovers that one of its bankers gave a town advice by mistake, and the firm does not mean to act as the town's advisor. What is the first step of the cure in Rule G-42?Answer: Promptly give the town a dated document disclaiming the advice. Source: MSRB Rule G-42, Supplementary Material .07. Outline: MSRB Series 54 Content Outline (2021), Part 2, A.9.
A municipal advisor finds a conflict of interest with a city client that it cannot manage or mitigate so as to act in the city's best interests. What does the duty of loyalty require?Answer: It must not engage in the advisory activities for that client. Source: MSRB Rule G-42, Supplementary Material .02. Outline: MSRB Series 54 Content Outline (2021), Part 2, A.1.
A municipal advisor's fee is paid only if the client's bond issue closes. How does Rule G-42 treat that arrangement?Answer: A conflict of interest to disclose in writing. Source: MSRB Rule G-42(b)(i)(E). Outline: MSRB Series 54 Content Outline (2021), Part 2, A.8.
After reasonable diligence, a municipal advisor concludes it has no known material conflicts of interest with a new client. What does Rule G-42(b) require?Answer: A written statement to the client saying so. Source: MSRB Rule G-42(b). Outline: MSRB Series 54 Content Outline (2021), Part 2, A.8.
An advisory engagement has no set end date and no event that ends it. What must the relationship documentation say about termination?Answer: That there is none. Source: MSRB Rule G-42(c)(vi). Outline: MSRB Series 54 Content Outline (2021), Part 2, A.2.
An underwriter recommends a swap to a city. When must the city's municipal advisor determine whether that recommendation is suitable?Answer: When the city asks for the review and it is within the engagement's scope. Source: MSRB Rule G-42(d). Outline: MSRB Series 54 Content Outline (2021), Part 2, A.4.
The ban on principal transactions in Rule G-42(e)(ii) applies to dealings with which clients?Answer: Municipal entity clients. Source: MSRB Rule G-42(e)(ii). Outline: MSRB Series 54 Content Outline (2021), Part 2, A.7.
By when must the writing that evidences a municipal advisory relationship be created and delivered to the client?Answer: Before, upon or promptly after the relationship is established. Source: MSRB Rule G-42(c). Outline: MSRB Series 54 Content Outline (2021), Part 2, A.2.
May an engagement letter remove a municipal advisor's duty of care for a specific financing?Answer: No. Scope may be limited with consent; the duties may not be altered. Source: MSRB Rule G-42, Supplementary Material .04. Outline: MSRB Series 54 Content Outline (2021), Part 2, A.2.
Under SEC Rule 15c2-12(b)(5), to whom does a continuing disclosure undertaking promise the annual financial information and the event notices?Answer: The Municipal Securities Rulemaking Board, in an electronic format. Source: SEC Rule 15c2-12(b)(5)(i), 17 CFR 240.15c2-12. Outline: MSRB Series 54 Content Outline (2021), Part 2, A.5.
What standard of conduct does MSRB Rule G-42(a) set for a municipal advisor to an obligated person client?Answer: A duty of care. Source: MSRB Rule G-42(a). Outline: MSRB Series 54 Content Outline (2021), Part 2, A.1.
When a municipal advisor recommends a financial product to a client, which of these must it tell the client under Rule G-42(d)?Answer: Whether it considered other reasonably feasible alternatives. Source: MSRB Rule G-42(d). Outline: MSRB Series 54 Content Outline (2021), Part 2, A.4.
Which payment or arrangement does Rule G-42(e)(i) prohibit outright?Answer: Splitting fees with the underwriter on a transaction it advised on. Source: MSRB Rule G-42(e)(i)(D). Outline: MSRB Series 54 Content Outline (2021), Part 2, A.10.
Which security can a broker-dealer municipal advisor sell to a municipal entity client as principal under the exception in Supplementary Material .14 of Rule G-42?Answer: A U.S. Treasury security. Source: MSRB Rule G-42, Supplementary Material .14. Outline: MSRB Series 54 Content Outline (2021), Part 2, A.7.
Supervising firm operations 20
A firm wants to use the automatic exemption in Rule G-37(j) after a professional's contribution triggered a ban. Which set of conditions fits the rule?Answer: Found within four months, not over $250, returned within 60 calendar days. Source: MSRB Rule G-37(j). Outline: MSRB Series 54 Content Outline (2021), Part 3, A.8.
A municipal advisor has a single associated person. Can it meet the supervisory system requirement of MSRB Rule G-44?Answer: Yes. One person may be designated to supervise. Source: MSRB Rule G-44, Supplementary Material .03. Outline: MSRB Series 54 Content Outline (2021), Part 3, A.9.
A municipal advisor principal leaves the business and returns three years later, with no exemption. What must she do before acting as a principal again?Answer: Pass both the representative and the principal examinations again. Source: MSRB Rule G-3(e)(ii)(B). Outline: MSRB Series 54 Content Outline (2021), Part 3, B.6.
A municipal advisor professional contributes to an official who has municipal advisor selection influence, and no exclusion applies. For how long is the firm barred from municipal advisory business with that entity?Answer: Two years. Source: MSRB Rule G-37(b)(i)(B). Outline: MSRB Series 54 Content Outline (2021), Part 3, A.8.
A municipal advisor professional gives $200 to the campaign of a mayor she is entitled to vote for. It is her only contribution to him this election. Does Rule G-37's ban apply?Answer: No. It is within the $250 per election exclusion. Source: MSRB Rule G-37(b)(ii)(A). Outline: MSRB Series 54 Content Outline (2021), Part 3, A.8.
A municipal advisor representative moves to a new home address, so her Form MA-I is no longer accurate. What does SEC Rule 15Ba1-5 require of the firm?Answer: Promptly file an amended Form MA-I. Source: SEC Rule 15Ba1-5(b), 17 CFR 240.15Ba1-5. Outline: MSRB Series 54 Content Outline (2021), Part 3, B.1.
A municipal advisor's office address on Form A-12 becomes inaccurate. How long does it have to update the form?Answer: 30 days. Source: MSRB Rule A-12(k). Outline: MSRB Series 54 Content Outline (2021), Part 3, A.3.
A qualified municipal advisor representative is promoted to supervise the firm's advisory activities. How long may she act as a principal before passing the principal examination?Answer: 120 calendar days. Source: MSRB Rule G-3(e)(ii)(C). Outline: MSRB Series 54 Content Outline (2021), Part 3, B.6.
After its first year, by what date each year is a firm's annual MSRB registration fee due?Answer: October 31. Source: MSRB Rule A-12(c). Outline: MSRB Series 54 Content Outline (2021), Part 3, A.2.
Before a municipal advisor may register with the MSRB, what must it have done?Answer: Registered with, and been approved by, the SEC. Source: MSRB Rule A-12(a). Outline: MSRB Series 54 Content Outline (2021), Part 3, A.2.
By when must a municipal advisor submit Form G-37 to the MSRB?Answer: The last day of the month after each calendar quarter. Source: MSRB Rule G-37(e)(i). Outline: MSRB Series 54 Content Outline (2021), Part 3, A.8.
For how long must a municipal advisor preserve the books and records described in MSRB Rule G-8(h), as a general rule?Answer: Not less than five years. Source: MSRB Rule G-9(h)(i). Outline: MSRB Series 54 Content Outline (2021), Part 3, A.1.
For which people does a municipal advisor owe the MSRB's annual professional fee under Rule A-11?Answer: Each qualified representative with an active Form MA-I on file as of January 31. Source: MSRB Rule A-11. Outline: MSRB Series 54 Content Outline (2021), Part 3, B.2.
How long must a municipal advisor keep its records of political contributions made under Rule G-37?Answer: At least six years. Source: MSRB Rule G-9(h)(iii). Outline: MSRB Series 54 Content Outline (2021), Part 3, A.1.
How often must a municipal advisor give a client the written notices in MSRB Rule G-10(d), including the availability of the municipal advisory client brochure?Answer: Promptly after the relationship begins, then at least once each calendar year. Source: MSRB Rule G-10(d). Outline: MSRB Series 54 Content Outline (2021), Part 3, A.6.
How often, at a minimum, must a registered municipal advisor amend its Form MA under SEC Rule 15Ba1-5?Answer: Annually, within 90 days of its fiscal year end. Source: SEC Rule 15Ba1-5(a), 17 CFR 240.15Ba1-5. Outline: MSRB Series 54 Content Outline (2021), Part 3, A.4.
When is the Annual Affirmation Period for reviewing and affirming the information in Form A-12?Answer: January 1 through January 31. Source: MSRB Rule A-12(l). Outline: MSRB Series 54 Content Outline (2021), Part 3, A.3.
Which content may a municipal advisor's advertisement include under Rule G-40(a)(iv)(F)?Answer: A hypothetical illustration of mathematical principles. Source: MSRB Rule G-40(a)(iv)(F). Outline: MSRB Series 54 Content Outline (2021), Part 3, A.10.
Who may serve as the Primary Regulatory Contact that a municipal advisor designates on Form A-12?Answer: An associated person who is a qualified municipal advisor principal. Source: MSRB Rule A-12(g). Outline: MSRB Series 54 Content Outline (2021), Part 3, A.3.
Who must certify in writing each year that a municipal advisor has compliance processes in place under MSRB Rule G-44(d)?Answer: The chief executive officer, or an equivalent officer. Source: MSRB Rule G-44(d). Outline: MSRB Series 54 Content Outline (2021), Part 3, A.9.
How this list was compiled: Our own questions, written to the MSRB's Municipal Advisor Principal Qualification Examination (Series 54) Content Outline, marked 2021 (https://www.msrb.org/sites/default/files/2022-09/MSRB-Series%2054-Content-Outline.pdf, read 2026-10-14): Function 1 understanding the municipal advisor regulatory framework 25 of 100 scored questions, Function 2 supervising municipal advisory activities 35, Function 3 supervising municipal advisor firm operations 40. The bank holds 12, 17 and 20. Every fact was read on 2026-10-14 in the public text the question names: on msrb.org, MSRB Rules A-11, A-12, D-14, G-3, G-9, G-10, G-17, G-23, G-37, G-40, G-42 and G-44; on ecfr.gov, SEC Rules 15Ba1-1, 15Ba1-5 and 15c2-12; on law.cornell.edu, section 15B of the Securities Exchange Act of 1934. Licence: Questions, choices and explanations are original work of this site.
How it works
A free Series 54 study guide in two parts: the MSRB's content outline and 49 practice questions of ours on Rule G-42, Rule G-44 and the SEC's advisor rules. Unofficial: not affiliated with, endorsed by or sponsored by the MSRB.
Read the full guide
Three functions, in the MSRB's shares
The MSRB's outline gives 100 scored questions: 25 on the municipal advisor regulatory framework, 35 on supervising municipal advisory activities and 40 on supervising firm operations. This bank holds 12, 17 and 20.
Where the answers come from
Each answer cites the text it rests on: section 15B of the Exchange Act, SEC Rules 15Ba1-1 and 15Ba1-5, and MSRB Rules G-42, G-44, G-37, G-40, G-3, A-11 and A-12. The outline lists the same sources by number, without explaining them.
A timed run
The timed run asks all 49 in 80 minutes, the real pace of 110 questions in three hours, with 70 percent to pass.
Rule G-42 splits the duties: care to an obligated person client, care and loyalty to a municipal entity client.
Form A-12 has two dates: affirm it each January, and update it within 30 days of any change.
Questions and answers
What is the Series 54 exam?
The MSRB's Municipal Advisor Principal Qualification Examination. A municipal advisor principal manages, directs or supervises the municipal advisory activities of a municipal advisor firm and its associated persons, as MSRB Rule G-3(e) defines the role.
Is there a free Series 54 study guide?
The MSRB's Series 54 content outline is a free PDF with the tasks, the rules behind them and five sample questions. The MSRB says it produces the outline and endorses no vendor or course of study.
How many questions are on the Series 54 exam?
110 multiple-choice questions in three hours. 100 are scored and 10 are pretest questions that do not count. The outline says it is to a candidate's advantage to answer every question.
What is the passing score for the Series 54?
70 percent, by the MSRB's content outline and the text of its exam page. The highlights box on that page prints 71%.
Do you need the Series 50 before the Series 54?
Yes. The MSRB lists the Series 50 as the corequisite, and Rule G-3(e) makes passing the representative examination a prerequisite to qualifying as a principal. The fee shown is $265.