Letters of credit. This is in response to your letter dated August 1, 1980, requesting the Board’s views on the application of rule G-25 to bank standby letters of credit issued in connection with new issues of securities which the dealer department of the bank intends to underwrite. Specifically, you have asked our views on whether such transactions would violate rule G-25(b), which generally prohibits a municipal securities dealer from guaranteeing a customer against loss in municipal securities transactions.

For the reasons discussed below, rule G-25(b) would not prohibit a municipal securities bank dealer from issuing a letter of credit which is publicly disclosed and for the benefit of all holders of the security.

Rule G-25(b) is an antimanipulation rule which is primarily designed to prevent a municipal securities dealer from artificially stimulating the market in a security, for example, by "parking" it with a customer who has assumed no market risk. It does not appear that the issuance of a fully disclosed letter of credit provided by a bank dealer for the benefit of all bondholders could be used to serve a market manipulative purpose, even though the letter would also serve to protect the bank’s own customers. Generally, such letters of credit protect bondholders from particular risks of loss, such as the inability of the issuer to make payments of principal or interest. Bondholders are not protected from general market risks, however, and, like all bona fide purchasers of securities, they incur gains or losses as the market price of the bonds fluctuates. Moreover, unlike the situation contemplated by rule G-25 which addresses guarantees made by dealers to their customers, the bondholders for whose benefit a letter of credit is issued would not necessarily have a customer relationship with the bank dealer issuing the letter. MSRB interpretation of March 6, 1981.

“Wooden tickets.”  This is in response to your letter of February 4, 1981 asking whether the practice of a broker-dealer using “wooden tickets” is prohibited by Board rule G-17. According to your letter, this practice refers to the mailing of confirmations of sales to customers who, in fact, have not placed orders to purchase securities. Thereafter, if any customer objects, stating that it never authorized the transaction, the sale is canceled. You state that, in some cases, customers accept the transaction and make payment.

The Board has determined that the practice by a municipal securities dealer of knowingly issuing confirmations of sales to customers who have not placed orders to purchase the bonds is a deceptive, dishonest, and unfair practice under rule G-17. MSRB interpretation of March 3, 1981.

Financial advisory relationship: blanket agreement. I refer to your letter of December 4, 1980 and a subsequent conversation regarding the application of rule G-23(d) to the participation by your client, a municipal securities dealer, in the underwriting of securities to be issued by the County referred to in your letter (the "County").

Rule G-23(d) provides in pertinent part that no municipal securities dealer "that has a financial advisory relationship with respect to a new issue of municipal securities shall acquire as principal ... from the issuer all or any portion of such issue ..." unless the dealer complies with certain specified provisions of the rule. You indicate that your client has a financial advisory agreement with the County which provides that your client will furnish financial advisory services from time to time at the County’s request. You state, however, that your client was not requested to furnish financial advisory services with respect to the particular issue of securities which the County now proposes to sell and was selected by the County after responding to an advertisement for underwriters. You request our concurrence in your opinion that a financial advisory relationship with respect to the proposed new issue does not exist.

For purposes of the rule, a financial advisory relationship is deemed to exist when a "municipal securities dealer renders or enters into an agreement to render financial advisory or consultant services to or on behalf of an issuer with respect to a new issue or issues of municipal securities ..." (emphasis added). Therefore, where a dealer has entered into a blanket agreement to render financial advisory services, a financial advisory relationship with respect to a particular issue of securities may be presumed to exist despite the fact that the municipal securities dealer does not furnish any financial advice concerning such issue. Whether or not your client has a financial advisory relationship with respect to the proposed new issue referred to in your letter is a factual question which we are not in a position to resolve. Therefore, we are unable to concur in your opinion. MSRB interpretation of January 5, 1981.