INSTRUCTIONS FOR COMPLETING AND FILING FORM G-37/6-38

The purpose of these instructions is to assist dealers in submitting a complete and correct Form G-37/G-38. Rule G-37 requires dealers to submit to the Board certain summary information on their municipal securities business, as well as contributions to issuer officials and payments to political parties by the dealer, municipal finance professionals, executive officers, and PACs controlled by dealers and municipal finance professionals. "Municipal securities business" is defined in rule G-37 to mean: (1) negotiated underwriting (if the dealer was a manager or syndicate member); (2) private placement; (3) financial advisor to an issuer (on a negotiated bid basis); and (4) remarketing agent (on a negotiated bid basis). Rule G-38 requires dealers to submit to the Board information on all consultants, defined in rule G-38(a) as any person used by a dealer to obtain or retain municipal securities business through direct or indirect communication by such person with an issuer on behalf of such dealer where such communication is undertaken by such person in exchange for, or with the understanding of receiving, payment from such dealer or any other person; provided, however, that the following persons shall not be considered consultants for the purposes of rule G38: (A) a municipal finance professional of the dealer; and (B) any person whose sole basis of compensation from the dealer is the actual provision of legal, accounting or engineering advice, services or assistance in connection with the municipal securities business that the dealer is seeking to obtain or retain.

It is important to note that Form Cr-7/G-38 must be submitted to the Board if ANY one of the following occurred:

• reportable political contributions or payments to political parties were made during the reporting period;
• the dealer engaged in municipal securities business during the reporting period;
• the dealer used consultants during the reporting period (i.e., new or continuing relationships with consultants).

Dealers are not required to submit a Form G-37/C-38 only if the dealer had no reportable political contributions or payments to political parties, the dealer did not engage in municipal securities business during the reporting period, and the dealer did not use consultants during the reporting period.

Rules G-37 and G-38 require dealers to file two copies of Form G-37/G-38, and to submit such forms within 30 calendar days after the end of each calendar quarter. These filing dates are January 31, April 30, July 31 and October i. The forms must be submitted by certified or registered mail or some other equally prompt means that provides the dealer with a record of sending. Submissions by fax will not he accepted.

It is also important to note that two copies of Form G-37/G-38 must be submitted to the Board and at least one of those copies must contain an original signature.

Completing Form G-37/G-38

Name of Dealer and Report Period

Indicate the name of the dealer.

• Rule A-15(c), on notification of name or address change, requires dealers to notify the Board promptly of any name or address change.

Indicate the quarterly period for the form being submitted.

• Dealers must use the calendar quarters fur the reporting period; it is not acceptable to create a different rime period and submit information only pertaining to that time.

1. Contributions Made to Issuer Officials

Contributions required to he reported pursuant to rule G-37 must be listed by state.

Each official receiving the contribution must be listed separately, by state.

For each contribution, the contribution amount and contributor category must be listed. The contributor categories are: dealer, dealer controlled PAC, municipal finance professional controlled PAC, municipal finance professionals and executive officers.

A sample listing would be:

• Rule G-37 does not require that dealers list the names of municipal finance professionals and executive officers on Form G-37/G-38.
• "Contribution" is a defined term in rule G-37(g)(i). Rule G-37 does not require dealers to list other gifts or gratuities on Form G-37/G-38.

If there were no contributions required to be reported pursuant to rule G-37 during the reporting period, please indicate "none.

II. Payments Made to Political Parties of States or Political Subdivisions

Payments required to be reported pursuant to rule G-37 must be listed by state.

Each state or local political party receiving the payment must be listed separately, by state.

• Indicate the complete name of the political party, including any city/county/state or other political subdivision.

For each payment, the payment amount and contributor category must be listed. A sample listing would be:

III. Issuers with Which the Dealer Has Engaged in Municipal Securities Business

List, by state, the complete name of the issuer and include the city and county of the issuer in which the dealer engaged in municipal securities business.

List the type of municipal securities business engaged in with that issuer. "Municipal securities business" is defined in rule G37(g)(vii) to mean: (1) negotiated underwriting (if the dealer was a manager or syndicate member); (2) private placement; (3) financial advisor to an issuer (on a negotiated bid basis); and (4) remarketing agent (on a negotiated bid basis).

A sample listing would be:

In determining when to list municipal securities business, a guideline is:

• for negotiated underwritings, indicate the business at least by the settlement date if within the reporting period;
• for remarketing agent activities, indicate the business when there is an initial agreement-- do not continue to list the remarketings;
• for financial advisory services, indicate the business when an agreement is reached to provide the services (rule G-23, on activities of financial advisors, requires dealers to have a written agreement with issuers); do not continue to list an ongoing financial advisory arrangement with an issuer unless the settlement date for a new issue on which the dealer acted as financial advisor was during the reporting period;
• for private placements, indicate the business at least by the settlement date if within the reporting period.

Rule G-37 does not require dealers to indicate on Form G-37/G-38 the competitive business in which they engaged.

Rule G-37 does not require dealers to indicate those negotiated underwritings in which they were selling group members.

If the dealer did not engage in any municipal securities business during the reporting period, please indicate "none.

IV. Consultants

List the name of each consultant along with the consultant company name.

• "Consultant" is a defined term in rule G-38. Do not list municipal finance professionals employed by the dealer.

Specific information about EACH consultant listed must be described in separate attachment sheets to Form G-37/G-38.

• If a dealer has a continuing relationship with a consultant, that consultant must be listed each quarter even if the consultant received no compensation from the dealer.

If the dealer did not use, or have a continuing relationship with, a consultant during the reporting period, please indicate none.

Attachment to Form G-37/G-38

List the name of the consultant.

List the consultant company name.

Describe the role to be performed by the consultant.

• Include the state or geographic area in which the consultant is working on behalf of the dealer.

Describe the compensation arrangement with the consultant.

Indicate the total dollar amount paid to the consultant during the reporting period.

• Indicate the dollar amounts paid to the consultant connected with particular municipal securities business. · Each such business and amount paid must be separately identified.

Signature, Date, Name, Address, Phone

An officer of the dealer must sign and date Form G-37/G-38.

• An officer of the dealer refers to a corporate officer. The fact that someone is a compliance officer does not necessarily mean that person is a corporate officer.
• One of the two forms submitted to the Board must contain an original signature. Until at least one form with an original signature is received, the Board's records will not indicate that the dealer has complied with the filing requirements.

Indicate the date the form was signed.

Indicate on the Name line the name of the officer who signed the form.

Include the dealer's address and phone number.