Select regulatory documents by category:
Bank Dealers, Dealers, Municipal Advisors
Rule G-3, Rule G-7, Rule G-8, Rule G-9, Rule G-10, Rule G-11, Rule G-12, Rule G-13, Rule G-14, Rule G-15, Rule G-17, Rule G-18, Rule G-19, Rule G-20, Rule G-21, Rule G-23, Rule G-27, Rule G-32, Rule G-34, Rule G-37, Rule G-40, Rule G-42, Rule G-44, Rule G-45, Rule G-47, Rule G-48, Rule A-11, Rule A-12, Rule A-13, Rule D-10
Bank Dealers, Dealers, Municipal Advisors
Bank Dealers, Dealers, Municipal Advisors
Bank Dealers, Dealers, Municipal Advisors
Bank Dealers, Dealers, Municipal Advisors
All Comments to Notice 2020-02
1. Acacia Financial Group, Inc.: Letter from Kim M. Whelan, Co-President, and Noreen P. White, Co-President, dated April 29, 2020
2. Action Center on Race and the Economy, AFSCME, AFL-CIO, Americans for Financial Reform Education Fund, Consumer Federation of America and Public Citizen: Letter dated April 29, 2020
3. Bond Dealers of America: Letter from Mike Nicholas, Chief Executive Officer, dated April 29, 2020
4. Government Finance Officers Association: Letter from Emily Swenson Brock, Director, Federal Liaison Center, dated April 29, 2020
5. Investment Company Institute: Letter from Dorothy Donohue, Deputy General Counsel - Securities Regulation, dated April 15, 2020
6. National Association of Municipal Advisors: Letter from Susan Gaffney, Executive Director, dated April 29, 2020
7. National Association of State Auditors, Comptrollers and Treasurers: Letter from Beth Pearce, President, dated April 30, 2020
8. National Association of State Treasurers: Letter from Shaun Snyder, Executive Director, dated April 28, 2020
9. National Federation of Municipal Analysts: Letter from Nicole Byrd, Chair, dated April 29, 2020
10. Securities Industry and Financial Markets Association: Letter from Leslie M. Norwood, Managing Director and Associate General Counsel, and Bernard V. Canepa, Vice President and Assistant General Counsel, dated April 29, 2020
11. Steve Apfelbacher, Renee Boicourt, Marianne Edmonds, Robert Lamb, Nathaniel Singer and Noreen White [former MSRB Board members]: Letter dated April 29, 2020
Bank Dealers, Dealers, Municipal Advisors
All Comments to Notice 2019-13
1. Acacia Financial Group, Inc.: Letter from Kim M. Whelan, Co-President, and Noreen P. White, Co-President, dated August 19, 2019
2. Bond Dealers of America: Letter from Michael Nicholas, Chief Executive Officer, dated August 23, 2019
3. Columbia Capital Management, LLC: Letter from Jeff White, Managing Member, dated August 19, 2019
4. Crews & Associates, Inc.: Letter from Don Winton, Chief Operating Officer, dated August 23, 2019
5. Ehlers: Letter from Phil Cosson, Ehlers Board Chairman
6. First Kentucky Securities Corp.: Email from Stan Kramer dated August 13, 2019
7. Government Finance Officers Association: Letter from Emily Swenson Brock, Director, Federal Liaison Center, dated August 19, 2019
8. KPM Financial, LLC: Letter from Jay Saunders, Director
9. Kutak Rock LLP: Letter from Joshua P. Meyer dated August 16, 2019
10. Lewis Young Robertson & Burningham, Inc.: Letter from Laura D. Lewis, Principal, dated August 7, 2019
11. National Association of Municipal Advisors: Letter from Susan Gaffney, Executive Director, dated August 19, 2019
12. Phoenix Advisors, LLC: Letter from David B. Thompson, CEO, dated August 14, 2019
13. Richard Li: Email dated January 29, 2020
14. Robert W. Doty: Letter dated August 19, 2019
15.Securities Industry and Financial Markets Association: Letter from Leslie M. Norwood, Managing Director and Associate General Counsel, and Bernard V. Canepa, Vice-President and Assistant General Counsel, dated August 19, 2019
16. Speer Financial, Inc.: Letter from Daniel Forbes, President, dated August 19, 2019
17. State of Florida, Division of Bond Finance: Letter from J. Ben Watkins III, Director, dated September 3, 2019
18. Zions Public Finance, Inc. and Zions Bank Public Finance: Letter from James Livingston, Executive Vice President, dated August 14, 2019
Bank Dealers, Dealers, Municipal Advisors
Bank Dealers, Dealers, Municipal Advisors
Bank Dealers, Dealers, Municipal Advisors
1. Bond Dealers of America: Letter from Michael Nicholas, Chief Executive Officer, dated November 19, 2015
2. National Association of Municipal Advisors: Letter from Terri Heaton, President, dated November 19, 2015
3. Office of the Investor Advocate, U.S. Securities and Exchange Commission: Letter from Rick A. Fleming, Investor Advocate, dated October 29, 2015
4. Securities Industry Financial Markets Association: Letter from Michael Decker, Managing Director, dated November 19, 2015
5. Stephen Heaney: E-mail dated November 10, 2015
Bank Dealers, Dealers, Municipal Advisors
1. Americans for Financial Reform; American Federation of State, County and Municipal Employees; and Consumer Federation of America: Letter dated July 13, 2015
2. Government Finance Officers Association: Letter from Dustin McDonald, Director, Federal Liaison Center, dated July 20, 2015
3. Investment Company Institute: Letter from Dorothy Donohue, Deputy General Counsel--Securities Regulation, dated July 13, 2015
4. Jay M. Goldstone: Letter dated July 10, 2015
5. Jerry Gold: Letter dated July 17, 2015
6. Lamont Financial Services Corporation: Letter from Bob Lamb, President, dated July 7, 2015
7. Loews Corporation: Letter from Mark G. Muller dated July 1, 2015
8. National Association of Municipal Advisors: Letter from Terri Heaton, President, dated July 13, 2015
9. National Federation of Municipal Analysts: Letter from Lisa S. Good, Executive Director, dated July 13, 2015
10. Office of the Investor Advocate, U.S. Securities and Exchange Commission: Letter from Rick A. Fleming, Investor Advocate, dated July 13, 2015
11. Robert E. Rutkowski: E-mail dated July 13, 2015
12. Robert Zubak: Letter dated July 6, 2015
13. Samson Capital Advisors: Letter from Benjamin S. Thompson, Managing Principal and Chief Executive Officer, dated July 7, 2015
14. Securities Industry and Financial Markets Association: Letter from Michael Decker, Managing Director, dated July 13, 2015
15. Wells Capital Management Incorporated: Letter from Gilbert L. Southwell III, Vice President, dated July 8, 2015
Guidance on the Prohibition on Underwriting Issues of Municipal Securities for Which a Financial Advisory Relationship Exists Under Rule G-23
MSRB Rule G-23 establishes certain basic requirements applicable to a broker, dealer, or municipal securities dealer (“dealer”) acting as a financial advisor with respect to the issuance of municipal securities. MSRB Rule G-23(d) provides that a dealer that has a financial advisory relationship with respect to the issuance of municipal securities is precluded from acquiring all or any portion of such issue, directly or indirectly, from the issuer as principal, either alone or as a participant in a syndicate or other similar account formed for that purpose. A dealer is also precluded from arranging the placement of an issue with respect to which it has a financial advisory relationship. This notice refers to both of these activities as “underwritings” and provides interpretive guidance on when a dealer may be precluded by Rule G-23(d) from underwriting an issue of municipal securities due to having served as financial advisor with respect to that issue. Rule G-23 is solely a conflicts rule. Accordingly, this notice does not address whether provision of the advice permitted by Rule G-23 would cause the dealer to be considered a “municipal advisor” under the Exchange Act and the rules promulgated thereunder.
Rule G-23(b) provides, among other things, that a financial advisory relationship shall be deemed to exist for purposes of Rule G-23 when a dealer renders or enters into an agreement to provide financial advisory or consultant services to or on behalf of an issuer with respect to the issuance of municipal securities, including advice with respect to the structure, timing, terms, and other similar matters concerning such issue or issues. Rule G-23(b) also provides, however, that a financial advisory relationship shall not be deemed to exist when, in the course of acting as an underwriter and not as a financial advisor, a dealer provides advice to an issuer, including advice with respect to the structure, timing, terms, and other similar matters concerning the issuance of municipal securities.
Although Rule G-23(c) requires a financial advisory relationship to be evidenced by a writing, a financial advisory relationship will be deemed to exist whenever a dealer renders the types of advice provided for in Rule G-23(b), regardless of the existence of a written agreement. However, a dealer that clearly identifies itself in writing as an underwriter and not as a financial advisor from the earliest stages of its relationship with the issuer with respect to that issue (e.g., in a response to a request for proposals or in promotional materials provided to an issuer) will be considered to be “acting as an underwriter” under Rule G-23(b) with respect to that issue. The writing must make clear that the primary role of an underwriter is to purchase, or arrange for the placement of, securities in an arm’s-length commercial transaction between the issuer and the underwriter and that the underwriter has financial and other interests that differ from those of the issuer. The dealer must not engage in a course of conduct that is inconsistent with an arm’s-length relationship with the issuer in connection with such issue of municipal securities or the dealer will be deemed to be a financial advisor with respect to that issue and precluded from underwriting that issue by Rule G-23(d). Thus, a dealer providing advice to an issuer with respect to the issuance of municipal securities (including the structure, timing, and terms of the issue and other similar matters, when integrally related to the issue being underwritten) will not be viewed as a financial advisor for purposes of Rule G-23, if such advice is rendered in its capacity as underwriter for such issue. In addition to engaging in underwriting activities, it shall not be a violation of Rule G-23(d) for a dealer that states that it is acting as an underwriter with respect to the issuance of municipal securities to provide advice with respect to the investment of the proceeds of the issue, municipal derivatives integrally related to the issue, or other similar matters concerning the issue.