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Interpretive Guidance -
Publication date:
Time of Trade Disclosures in Inter-Dealer Transactions
Rule Number:

Rule G-47

For inter-dealer transactions, there is no specific requirement for brokers, dealers or municipal securities dealers (individually and collectively, “dealers”) to disclose all material facts to another dealer at time of trade. A selling dealer is not generally charged with the responsibility to ensure that the purchasing dealer knows all relevant features of the municipal securities being offered for sale. The selling dealer may rely, at least to a reasonable extent, on the fact that the purchasing dealer is also a professional and will satisfy their need for information prior to entering into a contract for the municipal securities.
 
The items of information that professionals in an inter-dealer transaction must exchange at or prior to the time of trade are governed by principles of contract law and essentially are those items necessary adequately to describe the municipal security that is the subject of the contract. As a general matter, these items of information do not encompass all material facts, but should be sufficient to distinguish the municipal security from other similar issues. The Board has interpreted Rule G-17 to require dealers to treat other dealers fairly and to hold them to the prevailing ethical standards of the industry. The rule also prohibits dealers from knowingly misdescribing municipal securities to another dealer. As a result, it is possible that non-disclosure of an unusual feature might constitute an unfair practice and thus become a violation of Rule G-17 even in an inter-dealer transaction.
 
For example, with respect to bonds that prepay principal, non-disclosure of the fact that a bond prepays principal could be a violation of Rule G-17. This would be especially true if the information about the prepayment feature is not accessible to the market and is intentionally withheld by the selling dealer. Whether or not non-disclosure constitutes an unfair practice in a specific case would depend upon the individual facts of the case. However, to avoid trade disputes and settlement delays in inter-dealer transactions, it generally is in dealers’ interest to reach specific agreement on the existence of any prepayment feature and the amount of unpaid principal that will be delivered.

 
Notice 2025-04 - Informational Notice
Publication date:
Notice 2025-03 - Informational Notice
Publication date:
Notice 2025-02 - Request for Comment
Publication date: | Comment due:
Notice 2025-01 - Informational Notice
Publication date:
Notice 2019-21 - Informational Notice
Publication date:
Notice 2019-20 - Approval Notice
Publication date:
Information for:

Bank Dealers, Dealers, Municipal Advisors

Rule Number:

Rule G-17

Notice 2019-19 - Informational Notice
Publication date:
Notice 2019-18 - Informational Notice
Publication date:
Information for:

Municipal Advisors

Rule Number:

Rule G-3

Notice 2019-17 - Informational Notice
Publication date:
Information for:

Bank Dealers, Dealers, Municipal Advisors

Compliance Resource
Publication date:
Information for:

Bank Dealers, Dealers

Rule Number:

Rule G-12

Compliance Resource
Publication date:
Information for:

Bank Dealers, Dealers, Municipal Advisors

Rule Number:

Rule A-12

Compliance Resource
Publication date:
Information for:

Dealers

Rule Number:

Rule G-14

Notice 2019-16 - Approval Notice
Publication date:
Information for:

Municipal Advisors

Rule Number:

Rule A-11

Notice 2019-15 - Approval Notice
Publication date:
Notice 2019-14 - Informational Notice
Publication date:
Notice 2019-13 - Request for Comment
Publication date: | Comment due:
Information for:

Bank Dealers, Dealers, Municipal Advisors

Rule Number:

Rule G-23

All Comments to Notice 2019-13

1. Acacia Financial Group, Inc.: Letter from Kim M. Whelan, Co-President, and Noreen P. White, Co-President, dated August 19, 2019

2. Bond Dealers of America: Letter from Michael Nicholas, Chief Executive Officer, dated August 23, 2019

3. Columbia Capital Management, LLC: Letter from Jeff White, Managing Member, dated August 19, 2019

4. Crews & Associates, Inc.: Letter from Don Winton, Chief Operating Officer, dated August 23, 2019

5. Ehlers: Letter from Phil Cosson, Ehlers Board Chairman

6. First Kentucky Securities Corp.: Email from Stan Kramer dated August 13, 2019

7. Government Finance Officers Association: Letter from Emily Swenson Brock, Director, Federal Liaison Center, dated August 19, 2019

8. KPM Financial, LLC: Letter from Jay Saunders, Director

9. Kutak Rock LLP: Letter from Joshua P. Meyer dated August 16, 2019

10. Lewis Young Robertson & Burningham, Inc.: Letter from Laura D. Lewis, Principal, dated August 7, 2019

11. National Association of Municipal Advisors: Letter from Susan Gaffney, Executive Director, dated August 19, 2019

12. Phoenix Advisors, LLC: Letter from David B. Thompson, CEO, dated August 14, 2019

13. Richard Li: Email dated January 29, 2020

14. Robert W. Doty: Letter dated August 19, 2019 

15.Securities Industry and Financial Markets Association: Letter from Leslie M. Norwood, Managing Director and Associate General Counsel, and Bernard V. Canepa, Vice-President and Assistant General Counsel, dated August 19, 2019

16. Speer Financial, Inc.: Letter from Daniel Forbes, President, dated August 19, 2019

17. State of Florida, Division of Bond Finance: Letter from J. Ben Watkins III, Director, dated September 3, 2019

18. Zions Public Finance, Inc. and Zions Bank Public Finance: Letter from James Livingston, Executive Vice President, dated August 14, 2019

Compliance Resource
Publication date:
Compliance Resource
Publication date:
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