Select regulatory documents by category:
1. American Municipal Securities, Inc.: Letter from John C. Petagna, Jr., President, dated April 26, 2011
2. Barker, Bill: E-mail dated April 18, 2011
3. Bond Dealers of America: Letter from Mike Nicholas, Chief Executive Officer, dated April 21, 2011
4. Chapdelaine & Co.: Letter from August J. Hoerrner, President, dated May 5, 2011
5. Conners & Company, Inc.: E-mail from Jay White dated April 13, 2011
6. Foard, Dale: E-mail dated April 21, 2011
7. Hartfield, Titus & Donnelly, LLC: Letter from Mark J. Epstein, President and Chief Executive Officer, dated April 21, 2011
8. KeyBanc Capital Markets Inc.: E-mail from Michael A. Burrello, Managing Director, Municipal Trading and Underwriting, dated April 21, 2011
9. Kiley Partners, Inc.: E-mail from Michael Kiley dated April 12, 2011
10. Knight BondPoint: Letter from Marshall Nicholson, Managing Director, dated April 21, 2011
11. M.E. Allison & Co., Inc.: E-mail from Christopher R. Allison, Chief Financial Officer, dated April 20, 2011
12. National Alliance Securities: E-mail from Bob Barnette, Municipal Trader, dated April 21, 2011
13. Oppenheimer & Co., Inc.: Letter from Marty Campbell, Senior Director, Municipal Underwriting & Trading
14. Potratz, Jay: E-mail dated April 21, 2011
15. R. Seelaus & Co., Inc.: E-mail from Richard Seelaus dated April 13, 2011
16. Regional Brokers, Inc.: Letter from Joseph A. Hemphill, III, CEO, and H. Deane Armstrong, CCO, dated April 21, 2011
17. Regional Brokers, Inc.: Letter from Joseph A. Hemphill, III, President and CEO, and H. Deane Armstrong, CCO, dated May 12, 2011
18. RH Investment Corporation: Letter from Andrew L. "Bud" Byrnes, III, Chief Executive Officer, dated April 21, 2011
19. Robbins, Leonard Jack: Letter dated May 1, 2011
20. RW Smith & Associates, Inc.: Letter from Paige W. Pierce, President and CEO, dated April 27, 2011
21. Securities Industry and Financial Markets Association: Letter from Leslie M. Norwood, Managing Director and Associate General Counsel, dated April 29, 2011
22. Securities Industry and Financial Markets Association: Letter from Leslie M. Norwood, Managing Director and Associate General Counsel, dated April 29, 2011
23. Seidel & Shaw, LLC: Letter from Thomas W. Shaw, President
24. Sentinel Brokers Company, Inc.: E-mail from Joseph M. Lawless, President, dated April 12, 2011
25. Sentinel Brokers Company, Inc.: E-mail from Joseph M. Lawless, President, dated April 13, 2011
26. Seven Points Capital: E-mail from Jerry Racasi dated April 13, 2011
27. Stifel, Nicolaus & Company, Incorporated: E-mail from Andy Jackson dated April 20, 2011
28. Stoever Glass & Co.: Letter from Frederick J. Stoever, President, dated April 15, 2011
29. TheMuniCenter, LLC: Letter from Thomas S. Vales, Chief Executive Officer, dated April 21, 2011
30. Tradeweb Markets LLC: Letter from John Cahalane, Managing Director, Head of Tradeweb Retail, dated May 3, 2011
31. Walsh, John: E-mail dated April 21, 2011
32. Wiley Bros.-Aintree Capital, LLC: E-mail from Keener Billups, Managing Director, dated April 26, 2011, corrects Wiley Bros.-Aintree Capital, LLC: E-mail from Keener Billups, Managing Director, dated April 13, 2011
33. William Blair: E-mail from Tom Greene dated April 21, 2011
34. Welbourn, Steve: E-mail dated April 21, 2011
35. Wolfe & Hurst Bond Brokers, Inc.: Letter from O. Gene Hurst, President, dated April 25, 2011, corrects Wolfe & Hurst Bond Brokers, Inc.: Letter from O. Gene Hurst, President, dated April 21, 2011
36. Ziegler Capital Markets: E-mail from Kathleen R. Murphy dated April 13, 2011
1. Catholic Finance Corporation: Letter from Michael P. Schaefer, Executive Director, dated February 16, 2011
2. Catholic Finance Corporation: Letter from Michael P. Schaefer, Executive Director, dated April 5, 2011
3. Fisher, Robert: E-mail dated April 6, 2011
4. Municipal Regulatory Consulting LLC: Letter from David Levy, Principal, dated April 1, 2011
5. National Association of Independent Public Finance Advisors: Letter from Colette J. Irwin-Knott, President, dated April 1, 2011
6. Public Financial Management, Inc.: Letter from Joseph J. Connolly, General Counsel, dated April 4, 2011
7. Securities Industry and Financial Markets Association: Letter from Leslie M. Norwood, Managing Director and Associate General Counsel, dated April 5, 2011
8. WM Financial Strategies: Letter from Joy A. Howard, Principal, dated April 2, 2011
1. American Bankers Association: Letter from Cristeena G. Naser, Senior Counsel, dated April 11, 2011
2. American Council of Engineering Companies: Letter from David A. Raymond, President and CEO, dated April 11, 2011
3. American Federation of State, County and Municipal Employees: Letter from Gerald W. McEntee, International President, dated April 11, 2011
4. American Governmental Financial Services: E-mail from Robert Doty, President, dated April 11, 2011
5. B-Payne Group: Letter from John B. Payne, Principal, dated March 28, 2011
6. Education Finance Council: Letter from Vince Sampson, President, dated April 11, 2011
7. Fi360: Letter from Blaine F. Aikin, CEO, and Kristina A. Fausti, Director of Legal and Regulatory Affairs, dated April 11, 2011
8. Lewis Young Robertson & Burningham, Inc.: Letter from Scott J. Robertson, Principal, dated April 11, 2011
9. Michigan Bankers Association: Letter from Richard D. Lavolette, General Counsel
10. Municipal Regulatory Counsulting LLC: Letter from David Levy, Principal, dated April 11, 2011
11. National Association of Independent Public Finance Advisors: Letter from Colette J. Irwin-Knott, President, dated April 11, 2011
12. Not For Profit Capital Strategies: E-mail from Ed Crouch, dated February 14, 2011
13. Phoenix Advisors, LLC: E-mail from Peter G. Egan, Managing Director, dated March 3, 2011
14. Phoenix Advisors, LLC: E-mail from Peter G. Egan, Managing Director, dated March 4, 2011
15. Public Financial Management: Letter from Joseph J. Connolly, General Counsel, dated April 8, 2011
16. Securities Industry and Financial Markets Association: Letter from Leslie M. Norwood, Managing Director and Associate General Counsel, dated April 11, 2011
17. Wisconsin Bankers Association: Letter from Rose Oswald Poels, Interim CEO/President, 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. 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
1. Acacia Financial Group, Inc.: Letter from Kim M. Whelan, Co-President, dated February 25, 2011
2. American Bankers Association: Letter from Cristeena G. Naser, Senior Counsel, dated February 25, 2011
3. American Governmental Financial Services: E-mail from Robert Doty, President, dated March 1, 2011
4. BMO Capital Markets GKST Inc.: Letter from Robert J. Stracks, Counsel, dated February 25, 2011
5. Callcott, W. Hardy: Letter dated February 8, 2011
6. Fisher, Robert: E-mail dated February 25, 2011
7. G.L. Hicks Financial LLC: E-mail from Dareth Goulding, dated January 14, 2011
8. H.J. Umbaugh & Associates: Letter from Gerald G. Malone, dated February 24, 2011
9. National Association of Independent Public Finance Advisors: Letter from Colette Irwin-Knott, President, dated February 24, 2011
10. Repex & Co., Inc.: E-mail from Erich Sokolower, dated January 14, 2011
11. Securities Industry and Financial Markets Association: Letter from Leslie M. Norwood, Managing Director and Associate General Counsel, dated February 25, 2011
12. State of Texas: Letter from Susan Combs, Texas Comptroller of Public Accounts, dated February 25, 2011
13. State of Texas: Letter from Charles B. McDonald, Assistant Attorney General, Office of Attorney General of Texas, dated February 25, 2011
14. T. Rowe Price: Letter from David Oestreicher, Chief Legal Counsel, dated February 25, 2011
15. The PFM Group: Letter from Joseph J. Connolly, General Counsel, dated February 23, 2011
16. WM Financial Strategies: Letter from Joy A. Howard, Principal, dated February 21, 2011
Transactions in Municipal Collateralized Mortgage Obligations: Rule G-15
The Board has become aware that some municipal issuers recently have issued securities that are structured as collateralized mortgage obligations (CMOs). Like the CMOs issued by non-municipal issuers, these securities represent interest in pools of mortgages and are partitioned into several classes (or tranches), which are serialized as to priority for redemption and payment of principal.
Since these "municipal CMOs" are being issued directly by political subdivisions, agencies or instrumentalities of state or local governments, it appears that they may be "municipal securities," as that term is defined under section 3(a)(29) of the Securities Exchange Act of 1934.[1] Although the interest paid on these instruments may be subject to federal taxation, the Board reminds dealers that transactions in municipal securities are subject to Board rules whether those securities are taxable or tax-exempt. Accordingly, dealers executing transactions in municipal CMOs should ensure that they are in compliance with all applicable Board rules. For example, dealers should ensure that all Board requirements regarding professional qualifications and recordkeeping are observed.[2]
Because the interest and principal payment features of municipal CMOs are very different from those of traditional municipal bonds, dealers should take care to ensure that all Board rules designed for the protection of customers are observed. This includes ensuring that: (i) all material facts about each transaction are disclosed to the customer, in compliance with rule G-17; (ii) each transaction recommended to a customer is suitable for the customer, in compliance with rule G-19; and (iii) the price of each customer transaction is fair and reasonable, in compliance with rule G-30. With respect to the material facts that should be disclosed to customers, dealers should ensure that customers are adequately informed of the likelihood of "prepayment" of principal on the securities and the likelihood of the securities being redeemed substantially prior to the stated maturity date. If the amount of principal that will be delivered to the customer differs from the "face" amount to be delivered, the customer also should be informed of this fact, along with the amount of the principal that will be delivered.
The Board also has reviewed the requirements of rule G-15(a)(i)(l)[*] with respect to confirmation disclosure of "yield to maturity" or "yield to call" on customer confirmations in these securities. Because CMOs typically pay principal to holders prior to maturity and because the actual duration of the securities often varies significantly from the stated maturity, the Board has interpreted rule G-15(a) not to require a statement of yield for transactions in municipal CMOs. A dealer that decides to voluntarily include a statement of "yield" on a confirmation for these securities must also disclose on the confirmation the method by which yield was computed. This will help to avoid the possibility of the customer misunderstanding the yield figure if he should use it to compare the merits of alternative investments.
The Board will be monitoring municipal CMOs and will adopt specific rules for the instruments in the future if this appears to be necessary.
[1] Of course, whether any instrument is a municipal security is a matter to be determined by the Securities and Exchange Commission.
[2] In addition, as noted above, the interest paid on these instruments may be subject to federal taxation. If the securities are identified by the issuer or sold by the underwriter as subject to federal taxation, rules G-12(c) and G-15(a) require confirmations to contain a designation to that effect.
[*] [Currently codified at rule G-15(a)(i)(A)(5)]
