Rule G-32.
(a) Customer
Disclosure Requirements. No broker, dealer or municipal
securities dealer shall sell, whether as principal or agent,
any new issue municipal securities to a customer unless such
broker, dealer or municipal securities dealer delivers to the
customer no later than the settlement of the transaction:
(i) a copy of the official
statement in final form prepared by or on behalf of the issuer
or, if an official statement in final form is not being prepared
by or on behalf of the issuer, a written notice to that effect
together with a copy of an official statement in preliminary
form, if any; provided, however, that:
(A) if a customer who participates in a periodic municipal
fund security plan or a non-periodic municipal fund security
program has previously received a copy of the official
statement in final form in connection with the purchase
of municipal fund securities under such plan or program,
a broker, dealer or municipal securities dealer may sell
additional shares or units of the municipal fund securities
under such plan or program to the customer if such broker,
dealer or municipal securities dealer sends to the customer
a copy of any new, supplemented, amended or “stickered”
official statement in final form, by first class mail
or other equally prompt means, promptly upon receipt thereof;
provided that, if the broker, dealer or municipal securities
dealer sends a supplement, amendment or sticker without
including the remaining portions of the official statement
in final form, such broker, dealer or municipal securities
dealer includes a written statement describing which documents
constitute the complete official statement in final form
and stating that the complete official statement in final
form is available upon request; or
(B) if an official statement in final form is being prepared
for new issue municipal securities issued in a primary offering
that qualifies for the exemption set forth in paragraph
(iii) of section (d)(1) of Securities Exchange Act Rule
15c2-12, a broker, dealer or municipal securities dealer
may sell such new issue municipal securities to a customer
if such broker, dealer or municipal securities dealer:
(1) delivers to the customer no later than the settlement of
the transaction a copy of an official statement in preliminary
form, if any, and written notice that the official statement
in final form will be sent to the customer within one business
day following receipt thereof by the broker, dealer or municipal
securities dealer, and
(2) sends to the customer a copy
of the official statement in final form, by first class mail
or other equally prompt means, no later than the business day
following receipt thereof by the broker, dealer or municipal
securities dealer;
(C) if two or more customers share the
same address, a broker, dealer or municipal securities dealer
may satisfy the delivery obligations set forth in this section
(a)(i) by complying with the requirements set forth in Rule
154 of the Securities Act of 1933, on delivery of prospectuses
to investors at the same address.
In addition, any such broker, dealer or municipal
securities dealer shall comply with paragraph (c) of Rule
154, on revocation of consent, if subject to the delivery
requirements in section (a)(i)(A) of this rule, concerning
a customer who participates in a periodic municipal fund
security plan or a non-periodic municipal fund security
program; and
(ii) in connection with a negotiated sale of new issue municipal
securities, the following information concerning the underwriting
arrangements:
(A) the underwriting spread, if any;
(B) the amount of any fee received by the broker,
dealer or municipal securities dealer as agent for the
issuer in the distribution of the securities; provided,
however, that if a broker, dealer or municipal securities
dealer selling municipal fund securities provides periodic
statements to the customer pursuant to rule G-15(a)(viii)
in lieu of individual transaction confirmations, this
paragraph (ii)(B) shall be deemed to be satisfied if the
broker, dealer or municipal securities dealer provides
this information to the customer at least annually and
provides information regarding any change in such fee
on or prior to the sending of the next succeeding periodic
statement to the customer; and
(C) except with respect to an issue
of municipal fund securities, the initial offering price
for each maturity in the issue that is offered or to be
offered in whole or in part by the underwriters, including
maturities that are not reoffered.
(b) Inter-Dealer Disclosure Requirements.
Every broker, dealer or municipal securities dealer shall send,
upon request, the documents and information referred to in section
(a) to any broker, dealer or municipal securities dealer to
which it sells new issue municipal securities no later than
the business day following the request or, if an official statement
in final form is being prepared but has not been received from
the issuer or its agent, no later than the business day following
such receipt. Such items shall be sent by first class mail
or other equally prompt means, unless the purchasing broker,
dealer or municipal securities dealer arranges some other method
of delivery and pays or agrees to pay for such delivery.
(i) Managing Underwriters and Sole Underwriters.
When an official statement in final form is prepared by or on behalf of an
issuer, the managing underwriter or sole underwriter, upon request, shall:
(A) send to all brokers, dealers
and municipal securities dealers that purchase the new issue municipal
securities an official statement in final form and other information required
by paragraph (a)(ii) of this rule and not less than one additional official
statement in final form per $100,000 par value of the new issue purchased by
the broker, dealer or municipal securities dealer and sold to customers.
Such items shall be sent no later than the business day following the request
or, if an official statement in final form is being prepared but has not been
received from the issuer or its agent, no later than the business day following
such receipt. Such items shall be sent by first class mail or other
equally prompt means, unless the purchasing broker, dealer or municipal
securities dealer arranges some other method of delivery and pays or agrees to
pay for such delivery.
(B) provide all purchasing
brokers, dealers and municipal securities dealers with instructions on how to
order additional copies of the official statement in final form directly from
the printer.
(C) provide promptly to all
brokers, dealers and municipal securities dealers that purchase the new issue
municipal securities a printable electronic version of the official statement
in final form, but only if: (1) a printable electronic version has been
prepared and the issuer does not object to distribution of such electronic
version; and (2) the broker, dealer or municipal securities dealer requests to
receive an electronic version and provides the managing underwriter or sole
underwriter with an electronic mail address or other instructions acceptable to
the managing underwriter or sole underwriter for electronic delivery of such
version. With the consent of the purchasing broker, dealer or municipal
securities dealer, sending of a printable electronic version of the official
statement in final form to the purchasing broker, dealer or municipal
securities dealer as provided in this subparagraph (C) shall fully satisfy the
requirements of subparagraphs (A) and (B) of this paragraph (c)(i) with respect
to the official statement in final form.
(ii) Financial Advisors. A broker,
dealer or municipal securities dealer that, acting as financial advisor,
prepares an official statement in final form on behalf of an issuer, shall make
the official statement in final form available to the managing underwriter or
sole underwriter promptly after the issuer approves its distribution. If
a printable electronic version of the official statement in final form has been
prepared and the issuer does not object to its distribution, such printable
electronic version shall also be made available to the managing underwriter or
sole underwriter promptly upon request and delivery to the financial advisor of
an electronic mail address or other instructions acceptable to the financial
advisor for electronic delivery of such version. With the consent of the
managing underwriter or sole underwriter, such printable electronic version
shall fully satisfy the requirement of this paragraph (c)(ii) with respect to
the official statement in final form to be made available by the financial
advisor.
(d) Definitions. For purposes of this
rule, the following terms have the following meanings:
(i) The term “new issue municipal securities” shall mean municipal securities that are sold by a broker, dealer or municipal securities dealer during the issue's new issue disclosure period, but shall not include commercial paper.
(ii) The term “new issue disclosure period” shall mean the period commencing with the first submission to an underwriter of an order for the purchase of new issue municipal securities or the purchase of such securities from the issuer, whichever first occurs, and ending 25 days after the final delivery by the issuer of the securities of the issue to or through the underwriting syndicate or sole underwriter.
(iii) the term "official statement" shall mean a document
prepared by the issuer or its representatives setting forth,
among other matters, information concerning the issuer and
the proposed issue of securities. A notice of sale shall not
be deemed to be an "official statement" for purposes of this
rule.
(iv) The term "primary offering" shall mean an offering defined
in Securities
Exchange Act Rule 15c2-12(f)(7).
Table
of contents | Interpretive
Letter | Interpretive Notice
| Next Rule| Home
Page
|
