Select regulatory documents by category:
Bank Dealers, Issuers, Municipal Advisors
1. Acacia Financial Group, Inc.: Letter from Noreen P. White, Co-President, and Kim M. Whelan, Co-President, dated June 29, 2017
2. American Bankers Association: Letter from Cristeena G. Naser, Vice President and Senior Counsel, Center for Securities, Trust and Investment, dated June 30, 2017
3. Bloomberg L.P.: Letter from Peter Warms, Senior Manager of Fixed Income, Entity, Regulatory Content and Symbology
4. Bond Dealers of America: Letter from Mike Nicholas, Chief Executive Officer, dated June 29, 2017
5. Center for Municipal Finance: Letter from Marc D. Joffe, President, dated June 28, 2017
6. Eastern Bank: Letter
7. Fieldman Rolapp & Associates: Letter from Adam S. Bauer, Chief Executive Officer and President, dated June 30, 2017
8. Government Capital Securities Corp: Email from Ted Christensen dated June 1, 2017
9. Government Finance Officers Association: Letter from Emily Brock, Director, Federal Liaison Center, dated June 30, 2017
10. National Association of Municipal Advisors: Letter from Susan Gaffney, Executive Director, dated June 30, 2017
11. New Jersey State League of Municipalities: Letter from Michael F. Cerra, Assistant Executive Director, dated June 27, 2017
12. PFM: Letter from Leo Karwejna, Chief Compliance Officer, Cheryl Maddox, General Counsel, and Catherine Humphrey-Bennett, Municipal Advisory Compliance Officer, dated July 3, 2017
13. Piper Jaffray & Co.: Letter from Frank Fairman, Managing Director, Head of Public Finance Services, and Rebecca Lawrence, Managing Director, Associate General Counsel, Public Finance and Fixed Income, dated June 29, 2017
14. Securities Industry and Financial Markets Association: Letter from Leslie M. Norwood, Managing Director and Associate General Counsel, dated June 30, 2017
15. Southern Municipal Advisors, Inc.: Letter from Michael C. Cawley, Senior Consultant, dated June 29, 2017
16. Township of East Brunswick: Email from L. Mason Neely dated June 2, 2017
Municipal Advisors
Municipal Advisors
Excerpt from Notice of Application of MSRB Rules to Solicitor Municipal Advisors
The MSRB amended Rule G-17, regarding fair dealing, to require that, in the conduct of their municipal advisory activities, municipal advisors, including solicitor municipal advisors, and their associated persons must deal fairly with all persons and not engage in any deceptive, dishonest, or unfair practice. (Previously, the rule applied only to dealers and their associated persons.) Rule G-17 became applicable to all municipal advisors, including solicitor municipal advisors, and their associated persons, on December 22, 2010.
Rule G-17 contains an anti-fraud prohibition similar to the standard set forth in Rule 10b-5 adopted by the SEC under the Exchange Act. Thus, all municipal advisors must refrain from engaging in certain conduct and must not misrepresent or omit the facts, risks, or other material information about municipal advisory activities undertaken. However, Rule G-17 does not merely prohibit deceptive conduct on the part of a municipal advisor. The rule also establishes a general duty of a municipal advisor to deal fairly with all persons, even in the absence of fraud.
Rule G-17 imposes a duty of fair dealing on solicitor municipal advisors when they are soliciting business from municipal entities and obligated persons on behalf of third parties. Again, municipal advisors are reminded that the term “municipal entity” also includes certain entities that do not issue municipal securities. Thus, in addition to owing the specific obligations discussed below to issuers of municipal securities, solicitor municipal advisors also owe such obligations to, for example, state and local government sponsored public pension plans and local government investment pools.
The duty of fair dealing includes, but is not limited to, a duty to disclose to the municipal entity or obligated person being solicited material facts about the solicitation, such as the name of the solicitor’s client; the type of business being solicited; the amount and source of all of the solicitor’s compensation; payments (including in-kind) made by the solicitor to another solicitor municipal advisor (including an affiliate, but not an employee) to facilitate the solicitation regardless of characterization; and any relationships of the solicitor with any employees or board members of the municipal entity or obligated person being solicited or any other persons affiliated with the municipal entity or obligated person or its officials who may have influence over the selection of the solicitor’s client.
Additionally, if a solicitor municipal advisor is engaged by its client to present information about a product or service offered by the third-party client to the municipal entity or obligated person, the solicitor municipal advisor must disclose all material risks and characteristics of the product or service. The solicitor municipal advisor must also advise the municipal entity or obligated person of any incentives received by the solicitor (that are not already disclosed as part of the solicitor municipal advisor’s compensation from its client) to recommend the product or service, as well as any other conflicts of interest regarding the product or service, and must not make material misstatements or omissions when discussing the product or service.
Under the Exchange Act, municipal advisors and their associated persons are deemed to owe a fiduciary duty to their municipal entity clients.[*] Similarly, Rule G-42 (which applies only to non-solicitor municipal advisors) follows the Exchange Act in deeming municipal advisors to owe a fiduciary duty, for purposes of Rule G-42, to such municipal entity clients. However, because a solicitor municipal advisor’s clients are not the municipal entities that they solicit, but rather the third parties that retain or engage the solicitor municipal advisor to solicit such municipal entities, solicitor municipal advisors do not owe a fiduciary duty under the Exchange Act or MSRB rules to their clients (or the municipal entity) in connection with such activity. Nonetheless, as noted above, solicitor municipal advisors are subject to the fair dealing standards under Rule G-17 (including with respect to their clients and the entities that they solicit).
[*] See Order Adopting SEC Final Rule [Release No. 34-70462 (September 20, 2013), 78 FR 67467 (November 12, 2013) (File No. S7-45-10)], at n. 100 (noting that the fiduciary duty of a municipal advisor, as set forth in Section 15B(c)(1) of the Exchange Act, extends only to its municipal entity clients).
General Public, Issuers, Municipal Advisors
Bank Dealers, Dealers, Municipal Advisors
Bank Dealers, Dealers, Municipal Advisors
Bank Dealers, Dealers, Municipal Advisors
1. Acacia Financial Group, Inc.: Letter from Noreen P. White, Co-President, and Kim M. Whelan, Co-President, dated March 31, 2017
2. American Bankers Association: Letter from Cristeena G. Naser, Vice President and Senior Counsel, Center for Securities, Trust and Investment, dated March 24, 2017
3. Bloomberg, L.P.: Letter from Peter Warms, Senior Manager of Fixed Income, Entity, Regulatory Content and Symbology
4. Bond Dealers of America: Letter from Mike Nicholas, Chief Executive Officer, dated March 31, 2017
5. CUSIP Global Services: Letter from Scott J. Preiss, Managing Director, Global Head, dated March 30, 2017
6. Dixworks LLC: E-mail from Dennis Dix, Jr., Principal, dated March 29, 2017
7. First River Advisory LLC: E-mail from Shelley Aronson dated March 22, 2017
8. George K. Baum & Company: Letter from Guy E. Yandel, EVP and Co-Manager Public Finance, Dana L. Bjornson, EVP, CFO and Chief Compliance Officer, and Andrew F. Sears, EVP and General Counsel, dated March 31, 2017
9. Government Finance Officers Association: Letter from Emily Brock, Director, Federal Liaison Center, dated March 31, 2017
10. National Association of Health and Educational Facilities Finance Authorities: Letter from Donna Murr, President, and Martin Walke, Advocacy Committee Chair, dated March 31, 2017
11. National Association of Municipal Advisors: Letter from Susan Gaffney, Executive Director, dated March 31, 2017
12. National Federation of Municipal Analysts; Letter from Julie Egan, Chair, and Lisa Washburn, Industry Practices and Procedures Chair, dated March 31, 2017
13. Opus Bank: E-mail from Dmitry Semenov, Senior Managing Director, Public Finance, dated March 15, 2017
14. PFM: Letter from Cheryl Maddox, General Counsel, and Leo Karwejna, Chief Compliance Officer, dated March 31, 2017
15. Phoenix Advisors, LLC: Letter from David B. Thompson, CEO, dated March 21, 2017
16. Piper Jaffray & Co.: Letter from Frank Fairman, Managing Director, Head of Public Finance Services, and Rebecca Lawrence, Managing Director, Associate General Counsel, Public Finance and Fixed Income, dated March 31, 2017
17. Rudy Salo: E-mail dated March 31, 2017
18. Securities Industry and Financial Markets Association: Letter from Leslie M. Norwood, Managing Director and Associate General Counsel, dated March 31, 2017
19. SMA: E-mail from Michael Cawley dated March 21, 2017
20. State of Florida, Division of Bond Finance: Letter from J. Ben Watkins III, Director, dated April 7, 2017
Bank Dealers, Dealers, Municipal Advisors
1. Acacia Financial Group, Inc.: Letter from Noreen P. White, Co-President, and Kim M. Whelan, Co-President, dated April 7, 2017
2. Bond Dealers of America: Letter from Mike Nicholas, Chief Executive Officer, dated March 24, 2017
3. Fidelity Investments: Letter from Norman L. Ashkenas, Chief Compliance Officer, Fidelity Brokerage Services, LLC, Richard J. O'Brien, Chief Compliance Officer, National Financial Services, LLC, and Jason Linde, Chief Compliance Officer, Fidelity Investments Institutional Services Company, LLC, dated March 24, 2017
4. Financial Services Institute: Letter from David T. Bellaire, Executive Vice President and General Counsel, dated March 24, 2017
5. Lewis Young Robertson & Burningham, Inc.: Letter from Laura D. Lewis, Principal, dated March 24, 2017
6. National Association of Municipal Advisors: Letter from Susan Gaffney, Executive Director, dated March 24, 2017
7. PFM: Letter from Leo Karwejna, Chief Compliance Officer, Cheryl Maddox, General Counsel, and Catherine Humphrey-Bennett, Municipal Advisory Compliance Officer, dated March 23, 2017
8. Securities Industry and Financial Markets Association: Letter from Leslie M. Norwood, Managing Director and Associate General Counsel, dated March 24, 2017
9. Strategic Insight: Letter from Paul Curley, Director of College Savings Research, dated May 16, 2017
10. Third Party Marketers Association: Letter from Donna DiMaria, Chairman of the Board of Directors and Chair of the 3PM Regulatory Committee, dated March 23, 2017
11. Wells Fargo Advisors: Letter from Robert J. McCarthy, Director of Regulatory Policy, dated March 24, 2017
Bank Dealers, Dealers, Municipal Advisors
Bank Dealers, Dealers
1. Bond Dealers of America: Letter from Mike Nicholas, Chief Executive Officer, dated February 17, 2017
2. Michael Paganini: E-mail dated January 6, 2017
3. Securities Industry and Financial Markets Association: Letter from Leslie M. Norwood, Managing Director and Associate General Counsel, dated February 17, 2017
Municipal Advisors
Bank Dealers, Dealers
Bank Dealers, Dealers, Municipal Advisors
1. Bernardi Securities: Letter from Eric Bederman, Chief Operating and Compliance Officer, dated December 26, 2014
2. Bond Dealers of America: Letter from Michael Nicholas, Chief Executive Officer, dated January 20, 2015
3. Coastal Securities: Letter from Chris Melton, Executive Vice President, dated January 16, 2015
4. Consumer Federation of America: Letter from Micah Hauptman, Financial Services Counsel, dated January 20, 2015
5. DelphX LLC: Letter from Larry E. Fondren, President and CEO, dated January 7, 2015
6. Diamant Investment Corporation: Letter from Herbert Diamant, President, dated January 9, 2015
7. Fidelity Investments: Letter from Norman L. Ashkenas, Chief Compliance Officer, Fidelity Brokerage Services, LLC, and Richard J. O'Brien, Chief Compliance Officer, National Financial Services, LLC, dated January 20, 2015
8. Financial Information Forum: Letter from Darren Wasney, Program Manager, dated January 20, 2015
9. Financial Services Institute: Letter from David T. Bellaire, Executive Vice President and General Counsel, dated January 20, 2015
10. Financial Services Roundtable: Letter from Rich Foster, Vice President and Senior Counsel for Regulatory and Legal Affairs, dated January 20, 2015
11. Gerald Heilpern: E-mail dated December 9, 2014
12. Gerald Heilpern: E-mail dated December 18, 2014
13. Gerald Heilpern: E-mail dated January 8, 2015
14. Hilliard Lyons: Letter from Alexander I. Rorke, Senior Managing Director, Municipal Securities Group, dated January 20, 2015
15. Hutchinson Shockey Erley & Co.: Letter from Thomas E. Dannenberg, President and CEO, dated January 20, 2015
16. Interactive Data: Letter from Andrew Hausman, President, Pricing and Reference Data, dated January 20, 2015
17. John Smith: E-mail dated December 10, 2014
18. Jorge Rosso: E-mail dated November 24, 2014
19. Karin Tex: Letter dated January 12, 2015
20. McLiney And Company: Email from George J. McLiney, Jr. dated December 22, 2014
21. Morgan Stanley Smith Barney LLC: Letter from Vincent Lumia, Managing Director, dated January 20, 2015
22. Nathan Hale Capital, LLC: Letter from Peter G. Brandel, Senior Vice President, Municipal Bond Trading, and Kenneth T. Kerr, Senior Vice President, Municipal Bond Trading, dated January 20, 2015
23. Office of the Investor Advocate, U.S. Securities and Exchange Commission: Letter from Rick A. Fleming, Investor Advocate, dated January 20, 2015
24. Private Citizen: E-mail dated November 23, 2014
25. R. Seelaus & Co., Inc.: Letter from Richard Seelaus dated January 8, 2015
26. RW Smith & Associates, LLC: E-mail from Paige Pierce dated January 21, 2015
27. Securities Industry and Financial Markets Association: Letter from Sean Davy, Managing Director, Capital Markets Division, and David L. Cohen, Managing Director and Associate General Counsel, Municipal Securities Division, dated January 20, 2015
28. Standard & Poor's Securities Evaluations, Inc.: Letter from Gregory Carlin, Vice President, dated January 20, 2015
29. Thomson Reuters: Letter from Kyle C. Wootten, Deputy Director - Compliance and Regulatory, dated January 16, 2015
30. Wells Fargo Advisors, LLC: Letter from Robert J. McCarthy, Director of Regulatory Policy, dated January 20, 2015
Municipal Advisors
Bank Dealers, Dealers, Municipal Advisors
1. Anonymous: Letter
2. Bond Dealers of America: Letter from Michael Nicholas, Chief Executive Officer, dated December 8, 2014
3. Chris Taylor: E-mail dated October 23, 2014
4. FCS Group: E-mail from Taree Bollinger dated October 24, 2014
5. Investment Company Institute: Letter from Tamara K. Salmon, Senior Associate Counsel, dated December 5, 2014
6. National Association of Municipal Advisors: Letter from Terri Heaton, President, dated December 8, 2014
7. PFM Group: Letter from Joseph J. Connolly, Counsel, dated November 7, 2014
8. Securities Industry and Financial Markets Association: Letter from Leslie M. Norwood, Managing Director and Associate General Counsel, dated December 8, 2014
Bank Dealers, Dealers
Bank Dealers, Dealers, Municipal Advisors
1. Bond Dealers of America: Letter from Michael Nicholas, Chief Executive Officer, dated October 23, 2014
2. Financial Services Institute: Letter from David T. Bellaire, Executive Vice President and General Counsel, dated October 23, 2014
3. Government Finance Officers Association: Letter from Dustin McDonald, Director, Federal Liaison Center, dated October 23, 2014
4. Kevin M. Bronner: Letter dated September 27, 2014
5. Office of the Investor Advocate, United States Securities and Exchange Commission: Letter from Rick A. Fleming, Investor Advocate, dated October 31, 2014
6. PRISM Municipal Advisors: E-mail from Bradford Sprague dated September 8, 2014
7. Public Financial Management, Inc.: Letter from John H. Bonow, Chief Executive Officer, dated October 31, 2014
8. Securities Industry and Financial Markets Association: Letter from David L. Cohen, Managing Director and Associate General Counsel, dated October 23, 2014
