An important function performed by the MSRB’s Market Regulation Department is to provide regulated entities, including brokers, dealers and municipal securities dealers and municipal advisors, as well as issuers, attorneys, investors and other market participants, with interpretive guidance relating to MSRB rules. The MSRB provides such guidance both orally and in writing in the form of interpretive notices and interpretive letters. Oral responses represent the informal views of the MSRB’s Market Regulation staff. To help ensure that requesters receive meaningful, effective and responsive assistance, the MSRB is publishing this policy to assist requesters in seeking interpretive guidance from the MSRB.
As an initial matter, persons seeking information on a particular MSRB rule should review the actual rule language and any associated interpretive notices or letters. This information is available on the MSRB’s website at msrb.org. Additional background may be contained in the Securities and Exchange Commission (SEC) filings and related materials pertaining to the MSRB rules, including amendments to proposed rule changes and MSRB responses to comment letters, many of which are available on the MSRB’s website. All MSRB rules must be filed with the SEC. Generally, interpretive guidance must be filed with the SEC if it is not reasonably and fairly implied by an existing rule. The MSRB has also created a significant amount of educational material, which can be found on the MSRB’s website and the Electronic Municipal Market Access (EMMA®) website at emma.msrb.org. Market participants may find this material to be of assistance, though its content does not govern over the content of the regulatory materials referenced above.
Oral Interpretive Requests
If, after consulting these sources, a requester determines that an interpretive issue still exists with respect to the MSRB's rules, the requester should consider contacting MSRB staff by telephone at 202-838-1500 or by email at email@example.com to discuss the issue in more detail. Staff often can resolve many inquiries over the telephone. Requesters generally will be expected to disclose their identities and, depending on the nature of the advice sought, the identities of any clients on whose behalf they are seeking guidance. It also is important to note that, because of the informal and undocumented nature of phone inquiries, oral responses cannot be relied upon by regulated entities or their counsel as formal positions of the MSRB.
The MSRB believes the interpretive guidance process can provide requesters with useful information relating to the MSRB's rules. Staff responses address only the issues raised based on the facts described in a request and do not necessarily address any other MSRB rule or interpretation or all the possible regulatory and legal issues involved. Requesters should consider the need for further legal guidance as to the application of the MSRB's rules to their own unique circumstances or in the event of subsequent MSRB regulatory activity.
Written Interpretive Requests
Interpretive issues that are too complex to be appropriate for an oral response should be raised through a written interpretive request. When submitting a written interpretive request, requesters should identify the parties involved and fully describe the facts relating to the interpretive question, the interpretive issue raised under those facts and the specific MSRB rule(s) to which the inquiry relates. The written request also should reflect any prior communications with MSRB staff relating to the request. It is generally beneficial to speak with staff by phone prior to submitting a written interpretive request so that the issue is fully explained.
Upon receipt of a written interpretive request, MSRB staff will send an acknowledgement letter to the requester identifying the attorney to whom the request has been assigned. The acknowledgement letter also will advise the requester that, if a written response to the interpretive request is provided, it may be filed with the SEC and published on the MSRB’s website. The publication will contain personally identifying information regarding the requester.
Receipt of an acknowledgement letter does not necessarily mean that a written response will be provided. Depending on the specific question or issue, MSRB staff may provide an oral or written response, or may conclude that no response in any form is appropriate. In such case, staff will notify the requesting party that the matter has been closed without action. If MSRB staff determines that interpretive guidance is appropriate, a response may not be issued for several months, depending upon the complexity of the issue raised by the request.
While reviewing a request for written interpretive guidance, the staff may need additional information from the requester. To ensure a timely response, the additional information should be provided promptly. Generally, if additional information is not received within two weeks of the request, the staff will deem the request to be withdrawn and the requester will need to submit a new request containing the additional information if he or she continues to seek a written response. Similarly, any significant changes in the facts underlying a request likely will require a new request.
When the MSRB Cannot Provide Interpretive Guidance
MSRB staff can only provide guidance on matters that raise questions of interpretation under the MSRB's rules. Requests to apply MSRB rules to the facts of a particular situation are essentially requests for legal advice. MSRB staff cannot provide legal advice and will refrain from responding to such requests. Requesters, including regulated entities, should seek legal advice from their counsel or compliance staff.
In addition, to promote and help safeguard the integrity of the adjudicatory and disciplinary processes, MSRB staff does not provide responses to interpretive requests that:
Relate to a municipal securities regulatory examination being conducted by one or more of the regulators charged by statute with examining regulated entities for compliance with MSRB rules. These regulators are the SEC, Financial Industry Regulatory Authority (FINRA), Federal Reserve Board (Fed), Federal Deposit Insurance Corporation (FDIC) and Office of the Comptroller of the Currency (OCC).
Relate to a disciplinary action by one of the regulators listed above
Involve disputes in litigation or arbitration
Are in anticipation of an expected regulatory examination or disciplinary action by one of the regulators listed above or in anticipation of expected disputes in litigation or arbitration
Further, MSRB staff does not provide responses to interpretive requests that:
Do not identify the inquirer, and, if requested, the client
Do not provide all relevant facts
Concern vaguely defined transactions or activities
Do not ask about specific MSRB rules
Request assurances that no enforcement action will be taken
Seek interpretive advice on specific activities or conduct that has already occurred
Complaints and Regulatory Referrals
The MSRB maintains a complaints page on its website at msrb.org. If a requester has a complaint about a regulated entity or one of its associated persons, information about filing a complaint with the MSRB or other relevant regulatory authority may be found on this page. The MSRB refers any potential violation of MSRB rules or any other federal securities laws to the appropriate regulatory authority, regardless of how the information is received by the MSRB. The MSRB will not provide a complainant with the status of a complaint once it is filed, nor will the MSRB provide the complainant with information regarding the resolution of a complaint.
Contact the MSRB Market Regulation Department
1300 I Street NW, Suite 1000
Washington, DC 20005