Select regulatory documents by category:
Bank Dealers, Dealers
1. Bond Dealers of America: Letter from Michael Nicholas, Chief Executive Officer, dated March 12, 2013
2. Charles Schwab & Co., Inc.: Letter from Michael P. Moran, Vice President, Compliance, dated March 12, 2013
3. Lumesis, Inc.: Letter from Gregg L. Bienstock, Co-Founder and Chief Executive Officer, dated March 11, 2013
4. Lumesis, Inc.: Letter from Gregg L. Bienstock, Co-Founder and Chief Executive Officer, dated July 17, 2013
5. R.W. Smith & Associates, Inc.: E-mail from Paige Pierce dated March 20, 2013
6. Securities Industry and Financial Markets Association: Letter from David L. Cohen, Managing Director and Associate General Counsel, dated March 12, 2013
7. TMC Bonds, L.L.C.: Letter from Thomas S. Vales, Chief Executive Officer, dated March 11, 2013
8. Wells Fargo Advisors, LLC: Letter from Robert J. McCarthy, Director of Regulatory Policy, dated March 12, 2013
Bank Dealers, Dealers, Municipal Advisors
1. Bond Dealers of America: Letter from Michael Nicholas, Chief Executive Officer, dated November 2, 2012
2. Dorsey & Company, Inc.: Letter from Steven Rueb, Vice President, dated November 14, 2012
3. Edward D. Jones & Co., L.P.: Letter from David Fischer-Lodike, Capital Markets & Operations Compliance, dated November 2, 2012
4. Financial Planning Association: Letter from David A. Cohen, Assistant Director - Government Relations, dated November 2, 2012
5. Government Finance Officers Association: Letter from Susan Gaffney, Director, Federal Liaison Center, dated November 5, 2012
6. Investment Company Institute: Letter from Dorothy Donohue, Deputy General Counsel - Securities Regulation, dated November 2, 2012
7. National Association of Independent Public Finance Advisors: Letter from Jeanine Rodgers Caruso, President, dated November 2, 2012
8. Rhode Island Health and Educational Building Corporation: Letter from Robert E. Donovan, Executive Director, dated October 15, 2012
9. Securities Industry and Financial Markets Association: Letter from David L. Cohen, Managing Director, Associate General Counsel, dated November 2, 2012
10. Vanguard: Letter from Christopher Alwine, Head of Municipal Bond Group, dated November 2, 2012
1. Bond Dealers of America: Letter from Michael Nicholas, Chief Executive Officer, dated September 21, 2012
2. Charles Schwab & Co. Inc.: Letter from Bari Havlik, Senior Vice President and Chief Compliance Officer, dated September 21, 2012
3. Cooley, Bruce: Letter
4. Fidelity Investments: Letter from David A. Forman, Vice President and General Counsel, dated September 21, 2012
5. Investment Company Institute: Letter from Tamara K. Salmon, Senior Associate Counsel, dated September 21, 2012
6. Securities Industry and Financial Markets Association: Letter from David L. Cohen, Managing Director and Associate General Counsel, dated September 21, 2012
7. TD Ameritrade, Inc.: Letter from John S. Markle, Deputy General Counsel, dated September 26, 2012
8. Wells Fargo Advisors: Letter from Ronald C. Long, Director of Regulatory Affairs, dated September 21, 2012
Bank Dealers, Dealers
Bank Dealers, Dealers
1. Alamo Capital: E-mail from Bill Mullally dated March 9, 2012
2. Bond Dealers of America: Letter from Michael Nicholas, Chief Executive Officer, dated April 13, 2012
3. CFA Institute: Letter from Kurt N. Schacht, Managing Director, Standards and Financial Market Integrity, and James C. Allen, Head, Capital Markets Policy, dated April 13, 2012
4. Edward D. Jones & Co., L.P.: Letter from David E. Fischer-Lodike, Capital Markets and Operations Compliance, dated April 13, 2012
5. Full Life Financial LLC: Letter from Keith Newcomb, Portfolio Manager, dated April 13, 2012
6. Government Finance Officers Association: Letter from Susan Gaffney, Director, Federal Liaison Center, dated April 13, 2012
7. Investment Company Institute: Letter from Dorothy Donohue, Deputy General Counsel-Securities Regulation, dated April 13, 2012
8. Li, Richard: Letter dated March 7, 2012
9. Melton, Chris: E-mail dated April 13, 2012
10. National Association of Independent Public Finance Advisors: Letter from Colette J. Irwin-Knott, President, dated April 13, 2012
11. Securities Industry and Financial Markets Association: Letter from David L. Cohen, Managing Director, Associate General Counsel, dated April 13, 2012
12. Thornburg Investment Management: Letter from Josh Gonze, Chris Ryon, and Chris Ihlefeld, Co-Portfolio Managers, dated March 12, 2012
13. Vanguard: Letter from Christopher Alwine, Head of Municipal Bond Group, dated April 13, 2012
14. Wells Fargo Advisors: Letter from Ronald C. Long, Director of Regulatory Affairs, dated April 13, 2012
1. BondView: Letter from Robert Kane, CEO, dated March 5, 2012
2. Government Finance Officers Association: Letter from Susan Gaffney, Director, Federal Liaison Center, dated March 9, 2012
3. Haynsworth Sinkler Boyd, P.A.: Letter from Kathleen Crum McKinney and Theodore B. DuBose, dated March 5, 2012
4. Ice Miller LLP: Letter from Philip C. Genetos dated March 6, 2012
5. Indiana Housing & Community Development Authority: Letter from Blake A. Blanch, Chief Financial Officer
6. Indianapolis Airport Authority: Letter from Joseph R. Heerens, Chief Legal Officer, dated March 6, 2012
7. Los Angeles County Metropolitan Transportation Authority: Letter from Michael J. Smith, Assistant Treasurer
8. National Association of Bond Lawyers: Letter from Kristin H.R. Franceschi, President, dated March 8, 2012
9. National Federation of Municipal Analysts: Letter from Lisa Good, Executive Director, dated March 26, 2012
10. Squire Sanders LLP: Letter dated March 6, 2012
1. Alternative Regulatory Solutions, L.L.C.: Letter from Kimberly McManus, President, dated December 13, 2011
2. Bond Dealers of America: Letter from Michael Nicholas, CEO, dated December 13, 2011
3. Securities Industry and Financial Markets Association: Letter from David L. Cohen, Managing Director, Associate General Counsel, dated December 13, 2011
4. TMC Bonds L.L.C.: Letter from John S. Craft, Director of Sales and Marketing, dated December 13, 2011
1. College Savings Plans Network: Letter from Joan Marshall, Chair, dated September 14, 2011
2. National Association of Independent Public Finance Advisors: Letter from Colette J. Irwin-Knott, President, dated September 14, 2011
1. American Federation of State, County and Municipal Employees: Letter from Gerald W. McEntee, International President, dated April 11, 2011
2. Bond Dealers of America: Letter from Mike Nicholas, Chief Executive Officer, dated April 11, 2011
3. Municipal Regulatory Consulting LLC: Letter from David Levy, Principal, dated April 11, 2011
4. National Association of Independent Public Finance Advisors: Letter from Colette J. Irwin-Knott, President, dated April 11, 2011
5. Securities Industry and Financial Markets Association: Letter from Leslie M. Norwood, Managing Director and Associate General Counsel, dated April 11, 2011
1. American Federation of State, County and Municipal Employees: Letter from Gerald W. McEntee, International President, dated April 11, 2011
2. American Governmental Financial Services: E-mail from Robert Doty, President, dated April 11, 2011
3. B-Payne Group: Letter from John B. Payne, Principal, dated March 28, 2011
4. Catholic Finance Corporation: Letter from Michael P. Schaefer, Executive Director, dated April 11, 2011
5. Municipal Regulatory Consulting LLC: Letter from David Levy, Principal, dated April 11, 2011
6. National Association of Independent Public Finance Advisors: Letter from Colette J. Irwin-Knott, President, dated April 11, 2011
7. Not For Profit Capital Strategies: E-mail from Ed Crouch, dated February 14, 2011
8. Public Financial Management: Letter from Joseph J. Connolly, General Counsel, dated April 8, 2011
9. Securities Industry and Financial Markets Association: Letter from Leslie M. Norwood, Managing Director and Associate General Counsel, dated April 11, 2011
Interpretation on Priority of Orders for Securities in a Primary Offering under Rule G-17
On December 22, 1987, the MSRB published a notice[1] interpreting the fair practice principles of Rule G-17 as they apply to the priority of orders for new issue securities (the “1987 notice”). The MSRB wishes to update the guidance provided in the 1987 notice due to changes in the marketplace and subsequent amendments to Rule G-11.
Rule G-11(e) requires syndicates to establish priority provisions and, if such priority provisions may be changed, to specify the procedure for making changes. The rule also permits a syndicate to allow the syndicate manager, on a case-by-case basis, to allocate securities in a manner other than in accordance with the priority provisions if the syndicate manager determines in its discretion that it is in the best interests of the syndicate. Under Rule G-11(f), syndicate managers must furnish information, in writing, to the syndicate members about terms and conditions required by the issuer,[2] priority provisions and the ability of the syndicate manager to allocate away from the priority provisions, among other things. Syndicate members must promptly furnish this information, in writing, to others upon request. This requirement was adopted to allow prospective purchasers to frame their orders to the syndicate in a manner that would enhance their ability to obtain securities since the syndicate’s allocation procedures would be known.
In addition to traditional priority provisions found in syndicate agreements, municipal securities underwriters frequently agree to other terms and conditions specified by the issuer of the securities relating to the distribution of the issuer’s securities. Such provisions include, but are not limited to, requirements concerning retail order periods. MSRB Rule G-17 states that, in the conduct of its municipal securities business, each broker, dealer, and municipal securities dealer (“dealer”) shall deal fairly with all persons and shall not engage in any deceptive, dishonest or unfair practice. These requirements specifically apply to an underwriter’s activities conducted with a municipal securities issuer, including any commitments that the underwriter makes regarding the distribution of the issuer’s securities. An underwriter may violate the duty of fair dealing by making such commitments to the issuer and then failing to honor them. This could happen, for example, if an underwriter fails to accept, give priority to, or allocate to retail orders in conformance with the provisions agreed to in an undertaking to provide a retail order period. A dealer who wishes to allocate securities in a manner that is inconsistent with an issuer’s requirements must not do so without the issuer’s consent.
Except as otherwise provided in this notice, principles of fair dealing will require the syndicate manager to give priority to customer orders over orders for its own account, orders by other members of the syndicate for their own accounts, orders from persons controlling, controlled by, or under common control with any syndicate member (“affiliates”) for their own accounts, or orders for their respective related accounts,[3] to the extent feasible and consistent with the orderly distribution of securities in a primary offering. This principle may affect a wide range of dealers and their related accounts given changes in organizational structures due to consolidations, acquisitions, and other corporate actions that have, in many cases, resulted in increasing numbers of dealers, and their related dealer accounts, becoming affiliated with one another.
Rule G-17 does not require the syndicate manager to accord greater priority to customer orders over orders submitted by non-syndicate dealers (including selling group members). However, prioritization of customer orders over orders of non-syndicate dealers may be necessary to honor terms and conditions agreed to with issuers, such as requirements relating to retail orders.
The MSRB understands that syndicate managers must balance a number of competing interests in allocating securities in a primary offering and must be able quickly to determine when it is appropriate to allocate away from the priority provisions, to the extent consistent with the issuer’s requirements. Thus, Rule G-17 does not preclude the syndicate manager or managers from according equal or greater priority to orders by syndicate members for their own accounts, affiliates for their own accounts, or their respective related accounts if, on a case-by-case basis, the syndicate manager determines in its discretion that it is in the best interests of the syndicate. However, the syndicate manager shall have the burden of justifying that such allocation was in the best interests of the syndicate. Syndicate managers should ensure that all allocations, even those away from the priority provisions, are fair and reasonable and consistent with principles of fair dealing under Rule G-17.
It should be noted that all of the principles of fair dealing articulated in this notice extend to any underwriter of a primary offering, whether a sole underwriter, a syndicate manager, or a syndicate member.
[1] MSRB Notice of Interpretation Concerning Priority of Orders for New Issue Securities: Rule G-17 (December 22, 1987).
[2] The requirements of Rule G-11(f) with respect to issuer requirements were adopted by the MSRB in 1998. See Exchange Act Release No. 40717 (November 27, 1998) (File No. SR-MSRB-97-15).
[3] “Related account” has the meaning set forth in Rule G-11(a)(xi).
Comments on MSRB Notice 2010-35 (September 9, 2010)
1. Associated Bond Brokers, Inc.: Letter from Pamela M. Miller, President, dated November 10, 2010
2. Hartfield, Titus & Donnelly, LLC: Letter from Mark J. Epstein, President, dated November 22, 2010
3. Regional Brokers, Inc.: Letter from Joseph A. Hemphill, III, CEO, and H. Deane Armstrong, CCO, dated November 15, 2010
4. RW Smith & Associates: E-mail from S. Lauren Heyne, Chief Compliance Officer, dated November 19, 2010
5. Securities Industry and Financial Markets Association: Letter from Leslie M. Norwood, Managing Director and Associate General Counsel, dated November 15, 2010
6. TheMuniCenter, L.L.C.: Letter from Thomas S. Vales, Chief Executive Officer, dated November 10, 2010
7. Wolfe & Hurst Bond Brokers, Inc.: Letter from O. Gene Hurst, dated November 5, 2010
8. Wolfe & Hurst Bond Brokers, Inc.: Letter from O. Gene Hurst, dated November 29, 2010
