(i) “Bidder” means a potential buyer in a bid-wanted or offering.
(ii) “Bid-wanted” means an auction for the sale of municipal securities in which:
(A) the seller does not specify a minimum or desired price for the securities that are the subject of the auction at the commencement of the auction;
(B) the identities of the bidders and the seller are not disclosed prior to the conclusion of the auction, other than to the broker’s broker;
(C) bidders must submit bids for the auctioned securities to the broker’s broker; and
(D) the seller decides whether to accept the winning bid.
(iii) “Broker’s broker” means a dealer, or a separately operated and supervised division or unit of a dealer, that principally effects transactions for other dealers or that holds itself out as a broker’s broker. A broker’s broker may be a separate company or part of a larger company.
An alternative trading system, registered as such with the Commission, is not a broker's broker for purposes of this rule if, with respect to its municipal securities activities:
(A) it utilizes only automated and electronic means to communicate with bidders and sellers in a systematic and non-discretionary fashion (with the exception of communications that are solely clerical or ministerial in nature and communications that occur after a trade has been executed);
(B) all of the customers (as defined in Rule D-9) of the alternative trading system, if any, are sophisticated municipal market professionals; and
(C) the alternative trading system adopts, and complies with, policies and procedures that, at a minimum,
(1) require the alternative trading system to disclose the nature of its undertaking for the seller and bidders in bid-wanteds and offerings;
(2) require the alternative trading system to disclose the manner in which it will conduct bid-wanteds and offerings; and
(3) prohibit the alternative trading system from engaging in the conduct described in paragraphs (H)-(O) of subsection (c)(i) of this rule.
(iv) For purposes of paragraph (c)(i)(O) of this rule, a bid-wanted for a municipal security will be considered “completed” when either of the following occurs: (A) the security is traded, whether through the broker’s broker or otherwise or (B) the broker’s broker is notified by the seller that the security will not trade;
(v) “Cover bid” means the next best bid after the winning bid.
(vi) “Dealer” means broker, dealer, or municipal securities dealer.
(vii) For purposes of this rule, “offering” means a process for the sale of municipal securities in which:
(A) the seller specifies a minimum or desired price for the securities as part of the offering, at the offering’s commencement;
(B) the identities of the seller and the bidders are not disclosed prior to the conclusion of the offering; and
(C) a broker’s broker negotiates between the seller and the bidders to arrive at a price acceptable to the parties.
(viii) "Predetermined parameters” means formulaic parameters based on objective pricing criteria that are: (A) reasonably designed to identify most bids that may not represent the fair market value of municipal securities that are the subject of bid-wanteds to which they are applied, (B) determined by the broker’s broker in advance of the acceptance of bids in such bid-wanteds, and (C) systematically applied to all bids in such bid-wanteds. Predetermined parameters may not be based on bids submitted in the bid-wanted to which they are applied (e.g., cover bids). A broker’s broker may establish different predetermined parameters for different types of municipal securities.
(ix) For purposes of this rule, “seller” means the selling dealer, or potentially selling dealer, in a bid-wanted or offering and does not include the customer of a selling dealer.
(x) For purposes of Rule G-43 only, a security will be considered to have “traded” through a broker’s broker when it has been purchased by the broker’s broker from the seller and sold to the bidder by the broker’s broker, as an intermediary.