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land_forum99
BOARD WILL HOST FORUMS ON LAND-SECURED DISCLOSURE
The Board will be hosting three forums on land–secured disclosure in September. The decision to host a series of forums focused on land-secured financing transaction disclosure is an outgrowth of the MSRB Forum on Disclosure held last November in Washington, D.C. During that forum, many participants urged the Board to promote similar forums focused on specific market sectors.
The Board has been working with numerous land-secured market participants to put together these forums. The forums, which will be held in Washington, D.C., Houston, Texas, and Costa Mesa, California, will provide an opportunity for all participants in land-secured financing transactions to discuss issues of concern and possible mechanisms to improve land-secured disclosure.
The forums will consist of sections discussing: (1) the recently released NFMA Draft Best Practices for Land-Secured Disclosure; (2) the role of developers in providing disclosure; (3) how to best represent value in land-secured transactions; and (4) issues involving dissemination of disclosure information. Paul Maco, Director of the SEC’s Office of Municipal Securities, will be the luncheon speaker at the forums.
The specific dates and locations for the forums are:
Tuesday, September 14, 1999 � Washington, D.C. forum to be held at the Sheraton Crystal City, 1800 Jefferson Davis Highway, Arlington, Virginia.
Wednesday, September 15, 1999 � Houston, Texas forum to be held at the Sheraton North Houston, George Bush Intercontinental Airport, 15700 John F. Kennedy Blvd., Houston, Texas.
Thursday, September 16, 1999 � Costa Mesa, California forum to be held at the Westin South Coast Plaza, 686 Anton Blvd., Costa Mesa, California.
The Board is charging a $100 registration fee for attendance. Participants must complete a registration form and submit the form along with the registration fee in advance. A registration form may be obtained by calling the Board’s office at (202) 223-9347 or by downloading from below. Also, a tentative schedule for the forums may be downloaded from below.
July 15, 1999
Registration Form Tentative Schedule
Copyright 2000 Municipal Securities Rulemaking Board. All Rights Reserved. Terms and Conditions of Use.
hlthcare
Press Release for Health Care Financing Steering Committee
On January 21, 1999, the Municipal Securities Rulemaking Board sponsored a meeting in Chicago for issuers and analysts to discuss improving disclosure in connection with health care financings. The meeting was part of a series of discussions hosted by the Board and designed to facilitate disclosure improvements in the land-based, health care and housing financing areas. MSRB Chairman Scott C. Sollers hosted the meeting. Attending the meeting were, MSRB Vice-Chairman Dean Pope, Board member Lynn Hampton, Kit Taylor and Carolyn Walsh from the MSRB staff and representatives from the National Federation of Municipal Analysts, the National Council of Health Facilities Financing Authorities, Healthcare Financial Management Association, American Hospital Association and Van Kampen Funds. This group will be known as the Health Care Financing Steering Committee.
MSRB Chairman Scott C. Sollers stated, "We are pleased to see that in the health care financing sector issuer and investor groups already are making progress in the area of improving disclosure practices. The Steering Committee consensus was that the disclosure guidelines developed by the Healthcare Financial Management Association are a significant starting point. Representatives from the National Federation of Municipal Analysts intend to work with the Healthcare Financial Management Association, the American Hospital Association, and the National Council of Health Facilities Financing Authorities, to build upon these guidelines to develop voluntary national standards for disclosure and best practices. These groups are willing to work together to develop a consensus on the appropriate levels and types of disclosures in both the primary and secondary market."
The Steering Committee intends to monitor the developments and discuss progress in late spring. The MSRB will continue to assist the market participants in the development of these standards primarily through the hosting of discussion forums and/or education efforts. The MSRB also will work with industry participants toward the goal of achieving market-place adherence to the standards once they are developed.
January 25, 1999
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Copyright 2000 Municipal Securities Rulemaking Board. All Rights Reserved. Terms and Conditions of Use.
study_outline
Revised Test Specifications and Study Outline for the Series 52 Examination
On June 9, 1999, the Board filed with the Securities and Exchange Commission a proposed rule change to revise the test specifications and the study outline for the Boards Municipal Securities Representative Qualification Examination (Test Series 52). The Board requested that the Commission delay the effectiveness of the revised test specifications and study outline until August 1, 1999. The examination will remain a three-hour 100 question examination administered by NASD Regulation, Inc. using the PROCTOR system.
The study outline was revised to delete topics that are no longer relevant and to add or revise topics that reflect additions to or changes in practices, products and Board rules since the outline was last revised. The revised outline also provides for the inclusion of new Board rules as they are promulgated. You may view the revised study outline here.
Test specifications for an examination indicate the number of questions assigned to a specific topic area. The test specifications for the Series 52 examination have been revised to provide for greater emphasis under the topic areas of Economic Activity, Government Policy and the Factors Affecting Interest Rates and Federal Legal Considerations. The revised test specifications are as follows:
| Part One: Municipal Securities | 55% |
| Part Two: U.S. Government, Federal Agency and Other Financial Instruments | 7% |
| Part Three: Economic Activity, Government Policy and the Factors Affecting Interest Rates | 13% |
| Part Four: Federal Legal Considerations | 25% |
June 9, 1999
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Copyright 2000 Municipal Securities Rulemaking Board. All Rights Reserved. Terms and Conditions of Use.
NCSHAnotice2
MSRB and NCSHA Announce Test Program for the Electronic Submission of Continuing Disclosure Information to the MSRB
Today the MSRB and the National Council of State Housing Agencies ("NCSHA") are announcing the implementation of a test program for the electronic submission and dissemination of continuing disclosure information, including quarterly financial information. The NCSHA and a group of state housing financing agencies ("HFAs") have been working to develop an initiative in electronic dissemination of disclosure information. The MSRB has joined with the NCSHA and certain HFAs to test a mechanism through which electronic disclosure can be provided to the market. The test program ("CDINet Web Test") will allow certain HFAs to submit financial reports and material event notices, in Microsoft Word and Excel formats, to the MSRBs CDINet Web Test through the use of a Web browser with a connection to the Internet. The MSRB will forward the test information electronically to recipients that have agreed to participate as Test Subscribers to CDINet Web Test. The MSRB emphasizes that CDINet Web Test is only a test program and the MSRB cannot be considered by Test Submitters or Test Subscribers to be officially broadcasting information for purposes of SEC Rule 15c2-12.
The MSRB and NCSHA are pleased to be participating in this test program. Electronic dissemination of disclosure information should result in faster dissemination of such information in a format that is easier to use by market participants. The MSRB intends to have the CDINet Web Test begin on May 24, 1999.
If you have any questions or are interested in subscribing to the CDINet Web Test, please contact Thomas A. Hutton at the address below:
Thomas A. Hutton
Director of MSIL and Computer Systems
Municipal Securities Rulemaking Board
1640 King Street, Suite 300
Alexandria, VA 22314
Voice: (202) 223-9503
Fax: (703) 683-3634
Thutton@msrb.org
May 20, 1999
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Copyright 2000 Municipal Securities Rulemaking Board. All Rights Reserved. Terms and Conditions of Use.
land2
Release Regarding the Land-Secured Financing Steering Committee
On January 26, 1999 the Land-Secured Financing Steering Committee met by conference call and had an extensive discussion about the ongoing process of developing national disclosure guidelines for land-secured financing. The Steering Committee agreed that an appropriate first step is to have the NFMA produce a working draft statement of disclosure guidelines. The working draft, which the NFMA hopes to create by the end of May, can then be circulated and used as a starting point for in-depth disclosure discussions that will be open to all interested industry participants. The Steering Committee will reconvene in March to discuss an appropriate timetable for the MSRB to host forums geared to solicit nationwide industry comment on the working draft. The forums will seek input on the substance of the draft guidelines from industry participants involved in the many aspects of land-secured financing.
January 29, 1999
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Copyright 2000 Municipal Securities Rulemaking Board. All Rights Reserved. Terms and Conditions of Use.
98chair
PRESS RELEASE
September 9, 1997
BOARD ELECTS OFFICERS
The Municipal Securities Rulemaking Board is pleased to announce the election of its Chairman and Vice Chairman for its 1998 fiscal year. Mr. Terry L. Atkinson will serve as Chairman and Ms. Phyllis E. Currie as Vice Chairman. They will begin their terms on October 1, 1997.
Mr. Atkinson replaces Roger G. Hayes as Chairman. Mr.Hayes is Managing Director of Municipal Finance for NationsBanc Capital Markets, Inc. in Charlotte, North Carolina. Ms. Currie replaces Charles D. Mires as Vice Chairman. Mr. Mires is Assistant Vice President and Manager of the Municipal Bond Division for Allstate Insurance Company in Northbrook, Illinois.
Mr. Atkinson is Managing Director and Director of the Municipal Securities Group for PaineWebber Incorporated in New York and has held this position since 1989. He is a member of the Board of Directors of PaineWebber, Inc. and the PSA The Bond Market Trade Association and was the 1995 Chairman of the Municipal Division of PSA. Mr. Atkinson received a B.A. from San Diego State University and a J.D. from the University of San Diego School of Law.
Ms. Phyllis E. Currie is Chief Financial Officer for the Los Angeles Department of Water and Power. Prior to her current position, she was Assistant City Administrative Officer for the City of Los Angeles. Ms. Currie is a former member of the California Debt Advisory Commission; a member of Government Finance Officers Association; and National Forum of Black Public Administrators. She received her B.A. and MBA from UCLA.
The Board consists of 15 members -- five representatives of bank dealers, five representatives of securities firms, and five public members not associated with any bank dealer or securities firm. At least one public member must be a representative of issuers and one of investors to ensure that all perspectives of the municipal securities market are represented.
Copyright 2000 Municipal Securities Rulemaking Board. All Rights Reserved. Terms and Conditions of Use.
osfee2
Proposed Change Filed to Establish a Fee Relating to the OS/ARD Subsystem
Notice of Filing The Board has filed a proposed change to establish a fee relating to the operation of its OS/ARD subsystem of the MSIL(R) system.
Questions about the filing may be directed to Thomas A. Hutton, Director of MSIL.
On May 19, 1997, the Board filed with the Securities and Exchange Commission (Commission) a proposed change to establish a fee relating to the operation of its Official Statement/Advance Refunding Document (OS/ARD) subsystem of the Municipal Securities Information Library(R) ("MSIL(R)") system.[1] The Board is establishing a price of $7,000 (plus delivery or postage charges) for its 1996 document collection of official statements and refunding documents, sold as a "backlog" collection. This fee change was effective upon filing with the Commission.[2]
The OS/ARD subsystem, which was activated on April 20, 1992, is a central electronic facility through which information collected and stored pursuant to MSRB rule G-36 is made available electronically and in paper form to market participants and information vendors. [3]
May 19, 1997
ENDNOTES
[1] Municipal Securities Information Library and MSIL are registered trademarks of the Board. The MSIL system, which was approved in Securities Exchange Act Release No. 29298 (June 13, 1991), is a central facility through which information about municipal securities is collected, stored and disseminated.
[2] File No. SR-MSRB-97-3. Comments submitted to the Commission should refer to this file number.
[3] Rule G-36 requires underwriters to provide copies of final official statements and advance refunding documents within certain specified time frames for most new issues issued since January 1, 1990.
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Copyright 2000 Municipal Securities Rulemaking Board. All Rights Reserved. Terms and Conditions of Use.
g16app_10_20_99
SEC Approves Amendment to Rule G-16, on Periodic Compliance Examination
On October 15, 1999 the Securities and Exchange Commission approved an amendment to rule G-16, on periodic compliance examination.1The amendment alters rule G-16s requirement that compliance examinations be conducted once every 24 months to once every two years. The rule change is intended to facilitate coordination of on-site examinations to eliminate unnecessary regulatory duplication without negatively affecting investor protection. The amendment became effective upon approval.
October 20, 1999
TEXT OF AMENDMENT2
Rule G-16. Periodic Compliance Examination
At least once each twenty-four monthstwo calendar years,
each broker, dealer and municipal securities dealer shall be examined in accordance with
Section 15B(c)(7) of the Act to determine, at a minimum, whether such broker, dealer or
municipal securities dealer and its associated persons are in compliance with all
applicable rules of the Board and all applicable provisions of the Act and rules and
regulations of the Commission thereunder.
ENDNOTES
1. Securities Exchange Act Release No. 42019 (October 15, 1999).
2. Underlining indicates new language; strikethrough denotes deletions.
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Copyright 2000 Municipal Securities Rulemaking Board. All Rights Reserved. Terms and Conditions of Use.
rev53
Revised Effective Date Filed: Revised Series 53 Study Outline
On December 18, 1997, the Municipal Securities Rulemaking Board filed with the Securities and Exchange Commission a revision to the effective date for the revised study outline for the Boards Municipal Securities Principal Qualification Examination (Test Series 53). The effective date of the study outline is being changed from January 1, 1998, to March 1, 1998. This additional time will allow the Board to ensure that all the procedures and materials are in place in order to administer the revised Series 53 examination and for information concerning the revised effective date to be circulated to the industry. Copies of the revised study outline for the Series 53 examination are currently available from the Board.
December 18, 1997
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Copyright 2000 Municipal Securities Rulemaking Board. All Rights Reserved. Terms and Conditions of Use.
g38sept
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Request for Comments The Board requests comment on a draft amendment to rule G-38, on consultants, that would require dealers to disclose their consultants' political contributions to officials of an issuer and payments to state and local political parties. The Board also is seeking comment on a related amendment to rule G-8, on recordkeeping, and revisions to Form G-37/G-38. |
Comments on the draft amendments should be submitted no later than December 15, 1997, and may be directed to Ronald W. Smith, Legal Associate. Written comments will be available for public inspection.
BACKGROUND
Rule G-37, among other things, prohibits a dealer from engaging in municipal securities business with an issuer within two years after certain contributions to an official of such issuer made by the dealer, any municipal finance professional associated with such dealer, or any political action committee ("PAC") controlled by the dealer or any municipal finance professional. Rule G-37(d) prohibits a dealer and any municipal finance professional from doing any act indirectly which would result in a violation of the rule if done directly by the dealer or municipal finance professional. Thus, a dealer would violate rule G-37 by engaging in municipal securities business with an issuer after directing any person to make a contribution to an official of such issuer. Because the Board was concerned that dealers could circumvent rule G-37 by using consultants to make political contributions or that the contributions of consultants might be used by dealers to obtain municipal securities business, the Board believed that additional information about consultant arrangements should be made available to issuers and the public in order to maintain the integrity of the market. Accordingly, the Board adopted rule G-38.
Rule G-38 requires dealers who use consultants [1] to evidence the consulting arrangement in writing (referred to as a "Consultant Agreement"). [2] Rule G-38(c) requires each dealer to disclose to an issuer with which it is engaging or seeking to engage in municipal securities business, in writing, information on consulting arrangements relating to such issuer. The written disclosure must include, at a minimum, the name, company, role and compensation arrangement with the consultant or consultants. Dealers are required to make such written disclosures prior to the issuer's selection of any dealer in connection with the municipal securities business being sought, regardless of whether the dealer making the disclosure ultimately is the one to obtain or retain that business. [3] Rule G-38(d) requires dealers to submit to the Board, on a quarterly basis, reports of all consultants used by the dealer. [4] For each consultant, dealers must report the consultant's name, company, role and compensation arrangement, as well as the dollar amount of any payment made to the consultant during the quarterly reporting period. [5]
The rule G-38 reporting and recordkeeping requirements seek to make information public about the consultants dealers have hired and the municipal securities business obtained through such consultants. The Board sought this public disclosure so that reporters and others could investigate further whether there was a connection between contributions given by consultants and the business they obtained for the dealers that hired them.
The Board continues to be concerned about the possibility that dealers could be awarded municipal securities business due to the contributions made by their consultants. Thus, the Board is proposing the draft amendment to rule G-38 to bring more disclosure to the public about political contributions being made by consultants hired by dealers.
SUMMARY OF DRAFT AMENDMENTS
The draft amendment to rule G-38 would require a dealer to include within its Consultant Agreement a requirement that the consultant agrees to provide the dealer each calendar quarter with a listing of any, direct or indirect, political contributions to official(s) of an issuer and payments to political parties of states and political subdivisions during such quarter made by the consultant, the consultant's company and/or any PAC controlled by the consultant or the consultant's company. This is similar to the dealer-associated persons and entities subject to rule G-37 (i.e., dealers, municipal finance professionals, and PACs controlled by a dealer or any municipal finance professionals).
The draft amendment also requires information on the political contributions of consultants to be reported by dealers to the Board on Form G-37/G-38. Dealers would have to rely on consultants to supply this information in a timely fashion so that they may send their Forms G-37/G-38 to the Board within 30 calendar days after the end of each calendar quarter. Dealers may wish to include language within their Consultant Agreements to require their consultants to supply such information within a certain time frame because, as regulated entities, the onus will be on dealers to make their filings in a timely fashion.
The draft amendment states that a dealer is not required to obtain from a consultant information on political contributions to official(s) of an issuer for whom the consultant is entitled to vote and which contributions, in total, are not in excess of $250 by such consultant to each official of such issuer, per election. A dealer also would not be required to obtain from a consultant information on payments to a political party of a state or political subdivision in which such consultant is entitled to vote if the payments by such consultant, in total, are not in excess of $250 per political party, per year. These are the same de minimis exceptions contained in rule G-37 for purposes of reporting contributions and payments made by municipal finance professionals and executive officers.
The draft amendment also limits the disclosure of consultants' contributions only to those contributions to official(s) of an issuer from whom the consultant is seeking municipal securities business on behalf of the dealer. This is different than the requirement in rule G-37 that all contributions to issuer officials by dealers and municipal finance professionals be disclosed. The Board believes this narrower requirement is more appropriate because consultants may work for other non-dealer companies and the Board is only concerned about the work being done on behalf of dealers. Dealers may need to modify their Consultant Agreements to be more specific in indicating which issuers their consultants are seeking business from on the dealer's behalf. [6]
Under rule G-37, dealers also are required to record and report the contributions of executive officers to issuer officials. Rule G-37(g)(v) defines the term "executive officer" as "an associated person in charge of a principal business unit, division or function or any other person who performs similar policy making functions for the broker, dealer or municipal securities dealer(or, in the case of a bank dealer, the separately identifiable department or division of the bank, as defined in rule G-1), but does not include any municipal finance professional." Although not included in the draft amendment, the Board is seeking comment on whether similarly situated persons within a consultant's firm also should be required to disclose their political contributions to the dealer, which the dealer would then report on Form G-37/G-38.
The Board expects dealers to report the entire amount of any contributions made to issuer officials by a consultant, the consultant's company and/or any PAC controlled by the consultant or the consultant's company. Dealers should not pro rate the amount of any contributions among other clients of the consultant who are seeking business from a particular issuer official.
The related draft amendment to rule G-8, on recordkeeping, requires dealers to keep records of contributions by their consultants, the consultant's company, and/or any PAC controlled by the consultant or the consultant's company.
Draft Changes to Form G-37/G-38
The disclosures required by the draft amendment to rule G-38 discussed above have been included in draft changes to Form G-37/G-38. The draft changes require dealers to disclose on the attachment sheet for each consultant used by the dealer the contributions and payments covered by the rule made by the consultant, the consultant's company, and/or any PAC controlled by the consultant or the consultant's company.
The Board also is seeking comment on another draft change to the form. The current form requires dealers to list the total dollar amount paid to a consultant during the reporting period. If any payment during the reporting period is related to a consultant's efforts on behalf of the dealer which resulted in particular municipal securities business, then the dealer must separately identify that business and the dollar amount of the payment. When a consultant is paid a success fee or a percentage of a successful deal, dealers appear to be complying with the requirement to disclose the payment for particular municipal securities business; however, many consultants are not paid based on each successful deal but rather they are compensated by a flat fee, usually on a monthly or quarterly basis. Thus, dealers are not indicating the flat fee as relating to any particular municipal securities business. The Board assumes that such consultants do assist in obtaining municipal securities business. Thus, the draft change to the form requires dealers to list all municipal securities business obtained or retained by their consultants (regardless of whether any payment is directly related to a consultant's efforts which resulted in such business) and, if applicable, to indicate the dollar amounts paid connected with the particular municipal securities business. The Board is seeking comment on whether dealers are able to ascertain this information relating to the municipal securities business obtained based on the efforts of their consultants. If dealers do not believe this information is easily ascertainable, the Board is seeking comment on what information dealers can disclose on the form to provide a more complete overview of the work being provided by, and the related payments being made to, dealers' consultants.
TEXT OF DRAFT AMENDMENTS (Language between *asterisks* is proposed new language: language between brackets is proposed deleted language)
Rule G-38. Consultants (a) Definitions. (i)-(v) No change. *(vi) The term "official of such issuer" or "official of an issuer" shall have the same meaning as in rule G-37(g)(vi).* (b) Written Agreement *(i)* Each broker, dealer or municipal securities dealer that uses a consultant shall evidence the consulting arrangement by a writing setting forth, at a minimum, the name, company, role and compensation arrangement of each such consultant ("Consultant Agreement"). *(ii) In addition to the information required by subparagraph (b)(i) of this rule, the Consultant Agreement shall include a statement that the consultant agrees to provide the broker, dealer or municipal securities dealer each calendar quarter with a listing of any political contributions, direct or indirect, to official(s) of an issuer and payments, direct or indirect, to political parties of states and political subdivisions during such quarter made by the consultant, the consultant's company and/or any political action committee ("PAC") controlled by the consultant or the consultant's company. With respect to the disclosure of political contributions, only those contributions to official(s) of an issuer from whom the consultant is seeking municipal securities business on behalf of the broker, dealer or municipal securities dealer are required to be provided. A broker, dealer or municipal securities dealer is not required to obtain from a consultant information on political contributions to official(s) of an issuer for whom the consultant is entitled to vote and which contributions, in total, are not in excess of $250 by such consultant to each official of such issuer, per election. A broker, dealer or municipal securities dealer also is not required to obtain from a consultant information on payments to a political party of a state or political subdivision in which such consultant is entitled to vote if the payments by such consultant, in total, are not in excess of $250 per political party, per year.* *(iii)* Such *The* Consultant Agreement must be entered into before the consultant engages in any direct or indirect communication with an issuer on behalf of the broker, dealer or municipal securities dealer. (c) No change. (d) Disclosure to Board. Each broker, dealer and municipal securities dealer shall submit to the Board by certified or registered mail, or some other equally prompt means that provides a record of sending, and the Board shall make public, reports of all consultants used by the broker, dealer or municipal securities dealer during each calendar quarter. Two copies of the reports must be submitted to the Board on Form G-37/G-38 within thirty (30) calendar days after the end of each calendar quarter (these dates correspond to January 31, April 30, July 31, and October 31). Such reports shall include, for each consultant, in the prescribed format, the consultant's name, company, role*,* and compensation arrangement *, any municipal securities business obtained or retained by the consultant with each such business listed separately, and, if applicable, dollar amounts paid to the consultant connected with particular municipal securities business.* In addition, s *S*uch reports shall indicate the *total* dollar amount of payments made to each consultant during the report period and, if any such payments are related to the consultant's efforts on behalf of the broker, dealer or municipal securities dealer which resulted in particular municipal securities business, then that business and the related dollar amount of the payment must be separately identified. *In addition, such reports shall include information concerning any political contributions, direct and indirect, to official(s) of an issuer and any payments, direct and indirect, to political parties of states and political subdivisions made by the consultant, the consultant's company and/or any PAC controlled by the consultant or the consultant's company as required to be obtained by the broker, dealer or municipal securities dealer pursuant to subparagraph (b)(ii) of this rule.*
Rule G-8. Books and Records to be Made by Brokers, Dealers and Municipal Securities Dealers (a) Description of Books and Records Required to be Made. Except as otherwise specifically indicated in this rule, every broker, dealer and municipal securities dealer shall make and keep current the following books and records, to the extent applicable to the business of such broker, dealer or municipal securities dealer: (i) - (xvii) No change. (xviii) Records Concerning Consultants Pursuant to Rule G-38. Each broker, dealer and municipal securities dealer shall maintain: (i) *(A)* a listing of the name, company, role and compensation arrangement of each consultant; (ii) *(B)* a copy of each Consultant Agreement referred to in rule G-38(b); (iii)*(C)* a listing of the compensation paid in connection with each such Consultant Agreement; (iv) *(D)* where applicable, a listing of the municipal securities business obtained or retained through the activities of each consultant; (v) *(E)* a listing of issuers and a record of disclosures made to such issuers, pursuant to rule G-38(c), concerning each consultant used by the broker, dealer or municipal securities dealer to obtain or retain municipal securities business with each such issuer; and (vi) *(F) the contributions, direct or indirect, to officials of an issuer made by each consultant, which records shall include: (i) the names, city/county and state of residence of contributors; (ii) the names and titles (including any city/county/state or other political subdivision) of the recipients of such contributions, and (iii) the amounts and dates of such contributions; provided, however, that only those contributions to official(s) of an issuer from whom the consultant is seeking municipal securities business on behalf of the broker, dealer or municipal securities dealer need be obtained, and that such records need not reflect any contribution made by a consultant to officials of an issuer for whom such person is entitled to vote if the contributions by such person, in total, are not in excess of $250 to any official of an issuer, per election;* *(G) the payments, direct or indirect, to political parties of states and political subdivisions made by each consultant, which records shall include: (i) the names, city/county and state of residence of contributors; (ii) the names and titles(including any city/county/state or other political subdivision) of the recipients of such payments; and (iii) the amounts and dates of such payments; provided, however, that such records need not reflect those payments made by any consultant to a political party of a state or political subdivision in which such person is entitled to vote if the payments by such person, in total, are not in excess of $250 per political party, per year;* *(H) the contributions, direct or indirect, to officials of an issuer and payments, direct or indirect, made to political parties of states and political subdivisions, by the consultant's company or any political action committee controlled by the consultant or the consultant's company, which records shall include: (i) the identity of the contributors, (ii) the names and titles (including any city/county/state or other political subdivision) of the recipients of such contributions and payments; and (iii) the amounts and dates of such contributions and payments; and* *(I)* the date of termination of any consultant arrangement. (xix) No change. (b) - (f) No change.
September 11, 1997
ATTACHMENT TO FORM G-37/G-38 submit a separate attachment sheet for each consultant listed under IV)
Name of Consultant:
Consultant Company Name:
Role to be Performed by Consultant:
Compensation Arrangement:
*Municipal Securities Business Obtained or Retained by Consultant (list each such business separately and, if applicable, indicate dollar amounts paid to consultant connected with particular municipal securities business):*
Total Dollar Amount Paid to Consultant during Reporting Period:
*Contributions Made to Issuer Officials by Consultant:* *State* *Complete name, title *For each contribution, (including any city/ list contribution amount county/state or other and contributor category political subdivision) (i.e., consultant, of issuer official* consultant's company or PAC controlled by consultant or consultant's company)*
*Payments Made to Political Parties of States and Political Subdivision by Consultant:* *State* *Complete name *For each payment, list payment (including any city/ amount and contributor category county/state or other (i.e., consultant, consultant's political subdivision) company or PAC controlled by of political party* consultant or consultant's company)*
ENDNOTES
[1] Rule G-38(a)(i) defines the term "consultant" as any person used by a dealer to obtain or retain municipal securities business through direct or indirect communication by such person with an issuer on the dealer's behalf where the communication is undertaken by such person in exchange for, or with the understanding of receiving, payment from the dealer or any other person.
[2] Rule G-38(b) requires that the Consultant Agreement, at a minimum, include the name, company, role and compensation arrangement of each consultant used by the dealer. The Consultant Agreement must be entered into before a consultant engages in any direct or indirect communication with an issuer on the dealer's behalf.
[3] The Board published a request for comments on a draft amendment to rule G-38(c) that would give dealers the option of disclosing information on their consulting arrangements to issuers on either an issue-specific or issuer-specific basis. See MSRB Reports, Vol. 17, No.2 (June 1997) at 17-18.
[4] Such reports must be filed on Form G-37/G-38.
[5] In addition, if any payment made during the reporting period is related to the consultant's efforts on behalf of the dealer which resulted in particular municipal securities business, whether the municipal securities business was completed during that or a prior reporting period, then the dealer must separately identify that business and the dollar amount of the payment.
[6] The Board is sued a rule G-38 Question and Answer notice dated November 18, 1996 in which it stated that dealers must indicate on Form G-37/G-38 the state or geographic area in which the consultant is working on behalf of the dealer. See MSRB Reports, Vol. 17, No. 1 (January 1997) at 15.
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Copyright 2000 Municipal Securities Rulemaking Board. All Rights Reserved. Terms and Conditions of Use.
syndprac
Amendments Filed regarding Syndicate Practices: Rules G-11, G-12 and G-8
The Board has filed proposed amendments to rules G-11, on sales of new issue municipal securities during the underwriting period, G-12, on uniform practice, and G-8, on books and records to be made by brokers, dealers and municipal securities dealers, in regard to syndicate practices.
On December 23, 1997, the Board filed with the Securities and Exchange Commission ("SEC") amendments to rules G-11, on sales of new issue municipal securities during the underwriting period, G-12, on uniform practice, and G-8, on books and records to be made by brokers, dealers and municipal securities dealers, in regard to syndicate practices.(1) The proposed amendments will become effective upon approval by the SEC.
DISCUSSION
As part of its review of the underwriting process, in May 1997, the Board published a notice (the "Notice") that, among other things, proposed for comment draft amendments to rules G-11, G-12 and G-8 in three areas: (1) recordkeeping and disclosure of issuer syndicate requirements; (2) timing and disclosure of allocations and designations: and (3) timing of settlement of syndicate accounts.(2)
The proposed amendments adopted by the Board are summarized below.
Issuer syndicate requirements
The proposed amendments revise rules G-8(a)(viii) and G-11(f) to require the managing underwriter to maintain a record of all issuer syndicate requirements. Issuer requirements involving syndicate formation, order review, designation policies and bond allocations have become much more prevalent in the municipal securities market. Such requirements are significant because they help to determine which dealers, and ultimately which investors, obtain the bonds. If the requirements are in a published guideline, such guidelines should be maintained by the dealer and supplemented by a statement of any additional requirements that arise prior to settlement. If the requirements are not in published form, the managing underwriter must create a written detailed statement of such requirements and maintain such statement in its records. The managing underwriter must provide a copy of the published guidelines or underwriter prepared statement of issuer syndicate requirements to syndicate members prior to the first offer of any securities by the syndicate. Syndicate members must furnish this summary promptly to others, upon request. In addition, the managing underwriter must provide the issuer with a copy of any such statement for its review.
Most commentators agreed that recording and disclosing issuer policies and requirements would be beneficial, but some of the commentators were opposed to requiring the managing underwriter to create a written detailed statement of issuer syndicate requirements if they are not in published form. Managing underwriters currently take issuer direction on syndicate matters and relate such information to the members. The Board believes the formalization of this process should not be a burden; therefore, the Board determined to adopt the proposed amendments.
Allocation of securities
The proposed amendments to rule G-11(g) to require the managing underwriter to complete the allocation of securities within 24 hours of the sending of the commitment wire. Delays in allocations seem to be a growing problem in the municipal securities market. Many delays in allocations appear to be the result of issuers and financial advisors failing to review orders and proposed allocations in a timely fashion. Investors complain that they have difficulty finalizing their portfolio positions when their orders remain unfilled for as long as two or more days after the end of the order period. During volatile market conditions, delays in allocations hurt the prospect for a successful underwriting.
While some commentators noted their support for the prompt completion of allocations, they also noted that a dealer's compliance with the amendment is dependent upon the timely actions of others (i.e., issuers and financial advisors) and thus recommended that the amendment not be adopted. The Board adopted the proposed amendments to ensure a timely allocation process in the industry. The Board believes that, in order to ensure compliance with the proposed amendments, underwriters will include a provision in the bond purchase agreement that allocations must be completed within the 24-hour time frame. If issuers or financial advisors wish to review orders and proposed allocations, they will have to do so within this 24-hour period.
Disclosure of designation information
There currently is no Board rule requiring the disclosure to syndicate members of all designations to members. The proposed amendments revise rule G-11(g) to require the managing underwriter to disclose to syndicate members all available designation information within 10 business days following the date of sale and all information with the sending of the designation checks.
The draft amendments contained in the Notice required disclosure to syndicate members of all designations to members within five business days following the date of sale. Some of the commentators recommended a longer time frame to provide more time for the process to be completed. The Board determined to change the time frame to require disclosure to syndicate members of all available designation information within 10 business days following the date of sale and all information with the sending of the designation checks pursuant to rule G-12(k). The Board believes almost all of the information will be available by 10 business days, but the additional time is provided in order to receive any late information.
Disclosure of take-down
A small number of issuers are setting aside, or holding back, a portion of the take-down to direct to syndicate members at their discretion. Because this issuer "set-aside" is part of the take-down, the Board believes this should be disclosed to syndicate members in the same manner as customer designations. Accordingly, the proposed amendments revise rule G-11(g) to require the managing underwriter to disclose to members of the syndicate, in writing, the amount of any portion of the take-down that is directed to each member of the syndicate by the issuer. Such disclosure must be made by the later of 15 business days following the date of sale or three business days following receipt by the managing underwriter of notification of such set-asides.
The draft amendments contained in the Notice required disclosure to members of the syndicate within 10 business days following the date of sale. Based upon comments received suggesting that the proposed time frame was too short, the Board extended the time frame in the proposed amendments to the later of 15 business days following the date of sale or three business days following receipt by the managing underwriter of notification of such set asides.
Payment of designations
The proposed amendments to rule G-12(k) move the deadline for payment of designations from 30 business days following delivery of the securities to the customer to 30 calendar days after the issuer delivers the securities to the syndicate. The Board adopted this amendment in order to provide for more efficient operation of syndicate accounts.
December 23, 1997
Text of Proposed Amendments(3)
Rule G-11. Sales of New Issue Municipal Securities During the Underwriting Period
(a) - (e) No change.
(f) Communications Relating to Issuer Syndicate Requirements, Priority Provisions and Order Period. Prior to the first offer of any securities by a syndicate, the senior syndicate manager shall furnish in writing to the other members of the syndicate (i) a written statement of all terms and conditions required by the issuer, (ii) the priority provisions, (iii) [(ii)] the procedure, if any, by which such priority provisions may be changed, (iv) [(iii)] if the senior syndicate manager or managers are to be permitted on a case-by-case basis to allocate securities in a manner other than in accordance with the priority provisions, the fact that they are to be permitted to do so, and (v) [(iv)] if there is to be an order period, whether orders may be confirmed prior to the end of the order period. Any change in the priority provisions shall be promptly furnished in writing by the senior syndicate manager to the other members of the syndicate. Syndicate members shall promptly furnish in writing the information described in this section to others, upon request. If the senior syndicate manager, rather than the issuer, prepares the written statement of all terms and conditions required by the issuer, such statement shall be provided to the issuer.
(g) [Disclosure of] Designations and Allocations of Securities. The senior syndicate manager shall:
(i) within 24 hours of the sending of the commitment wire, complete the allocation of securities;
(ii) within two business days following the date of sale, disclose to the other members of the syndicate, in writing, a summary, by priority category, of all allocations of securities which are accorded priority over members' take-down orders, indicating the aggregate par value, maturity date and price of each maturity so allocated, including any allocation to an order confirmed at a price other than the original list price. The summary shall include allocations of securities to orders submitted through the end of the order period or, if the syndicate does not have an order period, through the first business day following the date of sale; [.]
(iii) disclose to the members of the syndicate, in writing, all available designation information to members within 10 business days following the date of sale and all information with the sending of the designation checks pursuant to rule G-12(k); and
(iv) disclose to the members of the syndicate, in writing, the amount of any portion of the take-down directed to each member by the issuer. Such disclosure is to be made by the later of 15 business days following the date of sale or three business days following receipt by the senior syndicate manager of notification of such set asides of the take- down.
(h) No change.
Rule G-12. Uniform Practice
(a) - (j) No change.
(k) Any credit designated by a customer in connection with the purchase of securities as due to a member of a syndicate or similar account shall be distributed to such member by the [municipal securities] broker, dealer or municipal securities dealer handling such order within 30 calendar [business] days following the date the issuer delivers the securities to the syndicate [delivery of the securities to the customer].
(l) No change.
Rule G-8. Books and Records to be Made By Brokers, Dealers, and Municipal Securities Dealers
(a) Description of Books and Records Required to be Made. Except as otherwise specifically indicated in this rule, every broker, dealer and municipal securities dealer shall make and keep current the following books and records, to the extent applicable to the business of such broker, dealer or municipal securities dealer:
(i) - (vii) No change.
(viii) Records of Syndicate Transactions. With respect to each syndicate or similar account formed for the purchase of municipal securities, records shall be maintained by a managing underwriter designated by the syndicate or account to maintain the books and records of the syndicate or account, showing the description and aggregate par value of the securities, the name and percentage of participation of each member of the syndicate or account, the terms and conditions governing the formation and operation of the syndicate or account (including a separate statement of all terms and conditions required by the issuer) all orders received for the purchase of the securities from the syndicate or account (except bids at other than syndicate price), all allotments of securities and the price at which sold, the date and amount of any good faith deposit made to the issuer, the date of settlement with the issuer, the date of closing of the account, and a reconciliation of profits and expenses of the account.
(ix) - (xix) No change.
(b) - (f) No change.
ENDNOTES
1. File No. SR-MSRB-97-15. Comments sent to the SEC should refer to the file number.
2. "Board Review of Underwriting Process," MSRB Reports, Vol. 17, No. 2 (June 1997) at 3-16.
3. Underlining indicates new language; brackets denote deletions.
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g37sep30
The Board has filed technical amendments to rule G-37, on political
contributions and prohibitions on municipal securities business, rule G-38, on
consultants, and G-8, on recordkeeping.
Questions about the amendments may be directed to Ronald W. Smith, Legal Associate.
On September 30, 1997, the Board filed with the Securities and Exchange Commission (SEC)
technical amendments to rules G-37, G-38 and G-8.(1) The
amendments will become effective on October 30, 1997.
SUMMARY OF AMENDMENTS
During the past year, the Board has received questions regarding certain technical aspects of rules G-37, G-38 and G-8. Specifically, these questions have been concerned with the definitions of municipal finance professional and executive officer, and when Form G-37/G-38 is due to be filed with the Board. The amendments clarify the requirements of the rules in these areas.
Definitions of Municipal Finance Professional and Executive Officer
The Board believes that some dealers are improperly classifying, for rule G-37 purposes, certain individuals within their firms as executive officers when these individuals actually meet the definition of municipal finance professionals and should be classified as such. Contributions by executive officers must be recorded and reported but, unlike certain contributions by municipal finance professionals, would not cause a prohibition on municipal securities business. The definition of executive officer makes clear that municipal finance professionals cannot also be executive officers. To further underscore this point, the amendments revise the name of the category of individuals currently referred to as "executive officers" to "non-MFP executive officers." This change in name should help dealers avoid any misunderstandings that a person who functions as a municipal finance professional cannot be classified, for purposes of rule G-37, as an executive officer.
Due Date for Form G-37/G-38 to be Filed with the Board
Rules G-37 and G-38 state that Form G-37/G-38 must be submitted to the Board "within thirty (30) calendar days after the end of each calendar quarter (these dates correspond to January 31, April 30, July 31 and October 31)." Because of the inconsistency in the language for those months with 31 days, the amendments revise the rule language to require that the forms be sent "by the last day of the month following the end of each calendar quarter." The forms do not have to be received by the Board by the last day of the month following the end of each calendar quarter, but the amendments require that dealers must have the forms on their way to the Board by the last day of the month following the end of each calendar quarter in order to be in compliance with the delivery requirements of the rules.
The amendments also contain non-substantive, technical rule language changes to make similar requirements consistent throughout the rules.
TEXT OF AMENDMENTS(2)
Rule G-37. Political Contributions and Prohibitions on Municipal Securities Business
(a) - (d) No change.
(e)(i) Each broker, dealer or municipal securities dealer shall submit
send to the Board by certified or registered mail, or some other equally prompt
means that provides a record of sending, and the Board shall make public, reports on
contributions to officials of issuers and on payments to political parties of states and
political subdivisions that are required to be recorded pursuant to rule G-8(a)(xvi). Such
reports shall include information concerning the amount of contributions to officials of
issuers and payments to political parties of states and political subdivisions and an
indication of the contributor category of each contribution or payment made by:
(A) the broker, dealer or municipal securities dealer;
(B) all municipal finance professionals;
(C) all non-MFP executive officers; and
(D) all political action committees controlled by the broker, dealer or municipal securities dealer or by any municipal finance professional.
Such reports also shall include information on municipal securities business engaged in and certain other information specified in this section (e), as well as other identifying information as may be determined by the Board from time to time.
(e)(ii) Two copies of the reports referred to in paragraph (i) of this section (e) must
be submitted sent to the Board on Form G-37/G-38 within
thirty (30) calendar days after by the last day of the month following the
end of each calendar quarter (these dates correspond to January 31, April 30, July 31 and
October 31), and must include, in the prescribed format, by state, the following
information on contributions to each official of an issuer and payments to each political
party of a state or political subdivision made and municipal securities business engaged
in during the reporting period: (A) name and title (including any city/county/state or
political subdivision) of each official of an issuer receiving contributions or payments;
(B) contribution or payment amount made and the contributor category of the persons and
entities described in paragraph (i) of this section (e); and (C) such other identifying
information required by Form G-37/G-38. Such reports also must include a list of issuers
with which the broker, dealer or municipal securities dealer has engaged in municipal
securities business, along with the type of municipal securities business.
(f) No change.
(g) Definitions.
(i) - (iv) No changes.
(v) The term "non-MFP executive officer" means an associated person in charge of a principal business unit, division or function or any other person who performs similar policy making functions for the broker, dealer or municipal securities dealer (or, in the case of a bank dealer, the separately identifiable department or division of the bank, as defined in rule G-1), but does not include any municipal finance professional, as defined in paragraph (iv) of this section (g); provided, however, that, if no associated person of the broker, dealer or municipal securities dealer meets the definition of municipal finance professional, the broker, dealer or municipal securities dealer shall be deemed to have no non-MFP executive officers.
Each person listed by the broker, dealer or municipal securities dealer as an
a non-MFP executive officer pursuant to rule G-8(a)(xvi) is deemed to be an
a non-MFP executive officer.
(vi) - (viii) No change.
(h) - (i) No change.
Rule G-38. Consultants
(a) - (c) No change.
(d) Disclosure to Board. Each broker, dealer and municipal securities dealer shall submit
send to the Board by certified or registered mail, or some other equally prompt
means that provides a record of sending, and the Board shall make public, reports of all
consultants used by the broker, dealer or municipal securities dealer during each calendar
quarter. Two copies of the reports must be submitted sent to the
Board on Form G-37/G-38 within thirty (30) calendar days after by the
last day of the month following the end of each calendar quarter (these dates
correspond to January 31, April 30, July 31, and October 31). Such reports shall include,
for each consultant, in the prescribed format, the consultant's name, company, role and
compensation arrangement. In addition, such reports shall indicate the dollar amount of
payments made to each consultant during the report period and, if any such payments are
related tot he consultant's efforts on behalf of the broker, dealer or municipal
securities dealer which resulted in particular municipal securities business, then that
business and the related dollar amount of the payment must be separately identified.
Rule G-8. Books and Records to be Made by Brokers, Dealers and Municipal Securities Dealers
(a) Description of Books and Records Required to be Made. Except as otherwise specifically indicated in this rule, every broker, dealer and municipal securities dealer shall make and keep current the following books and records, to the extent applicable to the business of such broker, dealer or municipal securities dealer:
(i)-(xv) No change.
(xvi) Records Concerning Political Contributions and Prohibitions on Municipal Securities Business Pursuant to Rule G-37. Records reflecting:
(A) No change.
(B) a listing of the names, titles, city/county and state of residence of all non-MFP executive officers;
(C) - (E) No change.
(F) the contributions, direct or indirect, to officials of an issuer made by each municipal finance professional and non-MFP executive officer for the current
andyear and separate listings for each of the previous two calendar years, which records shall include: (i) the names, titles, city/county and state of residence of contributors, (ii) the names,and titles (including any city/county/state or other political subdivision) of the recipients of such contributions, and (iii) the amounts and dates of such contributions; provided, however, that such records need not reflect any contribution made by a municipal finance professional or non-MFP executive officer to officials of an issuer for whom such person is entitled to vote if the contributions made by such person, in total, are not in excess of $250 to any official of an issuer, per election; and(G) the payments, direct or indirect, to political parties of states and political subdivisions made by all municipal finance professionals and non-MFP executive officers for the current year and separate listings for each of the previous two calendar years, which records shall include: (i) the names, titles, city/county and state of residence of contributors, (ii) the names
,and titles (including any city/county/state or other political subdivision) of the recipients of such payments and (iii) the amounts and dates of such payments; provided, however, that such records need not reflect those payments made by any municipal finance professional or non-MFP executive officer to a political party of a state or political subdivision in which such persons are entitled to vote if the payments made by such person, in total, are not in excess of $250 per political party, per year.(H) Dealers shall maintain copies of the Forms G-37/G-38
submittedsent to the Board along with the certified or registered mail receipt or other record of sending such forms to the Board.(I) - (J) No change.
(xvii) - (xix) No change.
(b) - (f) No change.
September 30, 1997
Endnotes:
1. File No. SR-MSRB-97-6. Comments sent to the SEC should refer to the file number.
2. Underlining indicates new language; strikethrough denotes deletions.
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SEC Approves Amendment on Automated Confirmation/Acknowledgement: Rule G-15(d)(ii)
On May 7, 1999, the Securities and Exchange Commission ("Commission") approved an amendment to rule G-15(d)(ii) on automated confirmation/acknowledgment of customer transactions.1 The amendment allows dealers to comply with rule G-15(d)(ii) by using the services of "qualified vendors" for confirmation/acknowledgment of Delivery Versus Payment/Receipt Versus Payment (DVP/RVP) customer transactions. Previously, without the amendment, only clearing agencies that were registered with the Commission could be used to obtain the required confirmation/acknowledgment. The amendment became effective upon approval.
May 10, 1999
TEXT OF AMENDMENT2
Rule G-15. Confirmation, Clearance and Settlement of Transactions with Customers
(a) - (c) No change
(d) Delivery/Receipt vs. Payment Transactions.
(i) No change.
(ii) Requirement for Confirmation/Acknowledgment.
(A) Use of Registered Clearing Agency or Qualified Vendor. Except as provided in this paragraph (ii) of rule G-15(d), no broker, dealer or municipal securities dealer shall effect a customer transaction for settlement on a delivery vs. payment or receipt vs. payment (DVP/RVP) basis unless the facilities of a C
clearing Aagencyregistered with the Securities and Exchange Commission (registered clearing agency)or Qualified Vendor are used for automated confirmation and acknowledgment of the transaction. Each broker, dealer and municipal securities dealer executing a customer transaction on a DVP/RVP basis shall: (A) ensure that the customer has the capability, either directly or through its clearing agent, to acknowledge transactions in an automated confirmation/acknowledgment system operated by aregisteredCclearing Aagency or Qualified Vendor; (B) submit or cause to be submitted to aregisteredCclearing Aagency or Qualified Vendor all information and instructions required by theregisteredCclearing Aagency or Qualified Vendor for the production of a confirmation that can be acknowledged by the customer or the customers clearing agent; and (C) submit such transaction information to the automated confirmation/acknowledgment system on the date of execution of such transaction; provided that a transaction that is not eligible for automated confirmation and acknowledgment through the facilities of aregisteredCclearing Aagency shall not be subject to this paragraph (ii).(B) Definitions for Rule G-15(d)(ii).
(1) "Clearing Agency" shall mean a clearing agency as defined in Section 3(a)(23) of the Act that is registered with the Commission pursuant to Section 17A(b)(2) of the Act or has obtained from the Commission an exemption from registration granted specifically to allow the clearing agency to provide confirmation/acknowledgment services.
(2) "Qualified Vendor" shall mean a vendor of electronic confirmation and acknowledgment services that:
(A) for each transaction subject to this rule: (i) delivers a trade record to a Clearing Agency in the Clearing Agencys format; (ii) obtains a control number for the trade record from the Clearing Agency; (iii) cross-references the control number to the confirmation and subsequent acknowledgment of the trade; and (iv) electronically delivers any acknowledgment received on the trade to the Clearing Agency and includes the control number when delivering the acknowledgment of the trade to the Clearing Agency;
(B) certifies to its customers: (i) with respect to its electronic trade confirmation/acknowledgment system, that it has a capacity requirements evaluation and monitoring process that allows the vendor to formulate current and anticipated estimated capacity requirements; (ii) that its electronic trade confirmation/acknowledgment system has sufficient capacity to process the volume of data that it reasonably anticipates to be entered into its electronic trade confirmation/acknowledgment service during the upcoming year; (iii) that its electronic trade confirmation/acknowledgment system has formal contingency procedures, that the entity has followed a formal process for reviewing the likelihood of contingency occurrences, and that the contingency protocols are reviewed, tested, and updated on a regular basis; (iv) that its electronic confirmation/acknowledgment system has a process for preventing, detecting, and controlling any potential or actual systems or computer operations failures, including any failure to interface with a Clearing Agency as described in rule G-15(d)(ii)(B)(2)(A), above, and that its procedures designed to protect against security breaches are followed; and (v) that its current assets exceed its current liabilities by at least five hundred thousand dollars;
(C) when it begins providing such services, and annually thereafter, submits an Auditors Report to the Commission staff which is not deemed unacceptable by the Commission staff. (An Auditors Report will be deemed unacceptable if it contains any findings of material weakness.);
(D) notifies the Commission staff immediately in writing of any material change to its confirmation/affirmation systems. (For purposes of this subparagraph (D) "material change" means any changes to the vendors systems that significantly affect or have the potential to significantly affect its electronic trade confirmation/acknowledgment systems, including: changes that: (i) affect or potentially affect the capacity or security of its electronic trade confirmation/acknowledgment system; (ii) rely on new or substantially different technology; (iii) provide a new service as part of the Qualified Vendors electronic trade confirmation/acknowledgment system; or (iv) affect or have the potential to adversely affect the vendors confirmation/acknowledgment systems interface with a Clearing Agency.);
(E) notifies the Commission staff in writing if it intends to cease providing services;
(F) provides the Board with copies of any submissions to the Commission staff made pursuant to subparagraphs (C), (D), and (E) of this rule G-15(d)(ii)(B)(2) within ten business days.
(G) promptly supplies supplemental information regarding its confirmation/acknowledgment system when requested by the Commission staff or the Board.(3) "Auditors Report" shall mean a written report which is prepared by competent, independent, external audit personnel in accordance with the standards of the American Institute of Certified Public Accountants and the Information Systems Audit and Control Association and which: (A) verifies the certifications described in subparagraph (d)(ii)(B)(2)(B) of this rule G-15; (B) contains a risk analysis of all aspects of the entitys information technology systems including, computer operations, telecommunications, data security, systems development, capacity planning and testing, and contingency planning and testing; and (C) contains the written response of the entitys management to the information provided pursuant to (A) and (B) of this subparagraph (d)(ii)(B)(3) of rule G-15.
(C) Disqualification of Vendor. A broker, dealer or municipal securities dealer using a Qualified Vendor that ceases to be qualified under the definition in rule G-15(d)(ii)(B)(2) shall not be deemed in violation of this rule G-15(d)(ii) if it ceases using such vendor promptly upon receiving notice that the vendor is no longer qualified.
(iii) No change
(e) No change.
ENDNOTES
1. Securities Exchange Act Release No. 41378 (May 7, 1999).
2. Underlining indicates additions; strikethrough denotes deletions.
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ARBITRATION: RULE G-35
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Amendment Filed. The Board has filed an amendment to its Arbitration Code (rule G-35) to state that it will not accept any new arbitration claims filed on or after January 1, 1998, and that as of that date every bank dealer shall be subject to the NASD's Code of Arbitration Procedure. |
On May 22, 1997, the Board filed with the Securities and Exchange Commission (SEC) a proposed amendment to rule G-35, the Board's Arbitration Code. [1] The amendment creates two new sections: Section 37 states that the Board will not accept any new arbitration claims filed on or after January 1, 1998; and Section 38 provides that, as of January 1, 1998, every bank dealer (as defined in rule D-8) shall be subject to the Code of Arbitration Procedure of the NASD for every claim, dispute or controversy arising out of or in connection with the municipal securities activities of the bank dealer acting in its capacity as such. New Section 38 further provides that each bank dealer shall be subject to, and shall abide by, the NASD's Code of Arbitration Procedure as if the bank dealer were a "member" of the NASD.
The Board's arbitration program, which is limited to the resolution of disputes involving municipal securities, has been in effect since December 1978. The Board's caseload grew steadily for a time (for example, 21 cases were received in 1980; 82 in 1986; and 115 in 1988). Between 1978 and 1993, the NASD automatically transferred to the Board's arbitration program any claims received involving municipal securities, and until approximately 1993 the majority of the Board's cases were received in this manner. [2] In 1993, the NASD amended its arbitration code to require a customer's consent before it could transfer a case to another SRO. The practical effect of this amendment has been to virtually halt the transfer of municipal cases to the Board's arbitration program because customers choose to remain at the NASD. Consequently, the Board's caseload has declined dramatically from 115 cases received in 1988, to 10 cases received in 1996. For 1997, the Board has thus far received one case.
In September 1996, the Board published a notice expressing its concern over the costs of operating the arbitration program in light of the decreasing number of cases filed with the Board.[3] The Board stated that the decline in its caseload makes it difficult to justify the cost of continuing to operate the arbitration program, and that it was considering discontinuing its arbitration program. The Board requested comment on the impact that such action would have on the public and the industry, and specifically requested comment on what effect, if any, the elimination of its arbitration program would have on bank dealers who are not NASD members.
In response to its request, the Board received a comment letter from a dealer and from an individual who serves as an arbitrator for the Board. The dealer expressed its concern that arbitrators serving in other SRO arbitration programs do not have sufficient knowledge of the municipal securities industry. In an attempt to address this concern, the Board, in the next few months, plans to forward its list of arbitrators to the NASD.
With regard to bank dealers, the dealer stated that the Board's program should not be eliminated until an arbitration forum is established for these dealers, and suggested that the Board require bank dealers to use the NASD's arbitration program for resolving disputes involving municipal securities. The proposed rule change accomplishes this.
The other commentator expressed his belief that elimination of the Board's program will not impair the industry's arbitral process.
Accordingly, the Board has determined that, effective January 1, 1998, it will no longer accept any new claims filed with its arbitration program. The Board will, however, continue to operate its program in order to administer its current, open cases and any new claims received prior to January 1, 1998, but will discontinue its arbitration program when all such cases have been closed.
The Board notes that, currently, any customer or securities dealer with a claim, dispute or controversy against a dealer involving its municipal securities activities may submit that claim to the arbitration forum of any SRO of which the dealer is a member, including the NASD. Bank dealers, however, are unique in that they are subject to the Board's rules but are not members of any other SRO. In light of the Board's decision not to accept any new arbitration claims on or after January 1, 1998, it is necessary to amend rule G-35 to state this and to provide an alternative forum for claims involving the municipal securities activities of bank dealers. The proposed rule change accomplishes this by subjecting every bank dealer, as of January 1, 1998, to the NASD's Code of Arbitration Procedure for every claim, dispute or controversy arising out of or in connection with the municipal securities activities of the bank dealer acting in its capacity as such. In addition, the proposed rule change requires that bank dealers abide by the NASD's Code just as if they were "members" of the NASD for purposes of arbitration.
May 22, 1997
TEXT OF PROPOSED AMENDMENT (Language between *asterisks* is proposed new language : language between brackets is proposed deleted language)
Rule G-35. Arbitration Every broker, dealer and municipal securities dealer shall be subject to the Arbitration Code set forth herein.
Arbitration Code Section 1 though Section 36. No change. *Section 37. Arbitration Claims Filed On or After January 1, 1998. The Board will not accept any new arbitration claims filed on or after January 1, 1998.* *Section 38. Arbitration Involving Bank Dealers. As of January 1, 1998, every bank dealer (as defined in rule D-8) shall be subject to the Code of Arbitration Procedure of the National Association of Securities Dealers, Inc. ("NASD") for every claim, dispute or controversy arising out of or in connection with the municipal securities activities of the bank dealer acting in its capacity as such. For purposes of this rule, each bank dealer shall be subject to, and shall abide by, the NASD's Code of Arbitration Procedure as if the bank dealer were a "member" of the NASD.*
ENDNOTES
[1] File No. SR-MSRB-97-4. Comments submitted to the SEC should refer to this file number.
[2] The NASD also transferred cases (other than those involving municipal securities) to other self-regulatory organizations (SROs), such as the New York Stock Exchange and the American Stock Exchange, if the particular claim arose out of a transaction in that SRO's market.
[3] MSRB Reports, Vol. 16, No. 3 (Sept. 1996) at 25.
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Rule G-38 on Consultants
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Comments Requested The Board requests comment on a draft amendment to rule G-38, on consultants, that would give dealers the option of disclosing information on their consulting arrangements to issuers on either an issue-specific or issuer-specific basis. |
Rule G-38, on consultants, requires dealers (1) to have written agreements with certain individuals who are used by a dealer, directly or indirectly, to obtain or retain municipal securities business (consultants), and (2) to disclose such consulting arrangements directly to issuers and to the public through disclosure to the Board.
Section (c) of the rule requires that each dealer disclose, in writing, to each issuer with which the dealer is engaging or is seeking to engage in municipal securities business, information on consulting arrangements relating to such issuer. The information to be disclosed includes the name, company, role and compensation arrangement of any consultant used, directly or indirectly, to obtain or retain municipal securities business with each such issuer. Dealers are required to make such disclosures prior to the issuer's selection of any dealer in connection with the particular municipal securities business sought.
It has come to the Board's attention that this issue-specific nature of the disclosure requirement can create compliance problems for dealers in the case of frequent issuers of municipal securities as well as in the co-manager selection process. For example, an issuer may bring new issues to market several times a month, and if a dealer is using a consultant to obtain a syndicate slot in each such issue, the dealer is required to disclose the same information to the same issuer month after month and possibly week after week. In addition, the Board has learned that dealers who use a consultant to help obtain co-manager business sometimes have difficulty complying with rule G-38(c) because, unlike the lead manager, a co-manager may learn of its selection for that business after the selection of the lead manager, thereby making it impossible for the dealer to disclose its consulting arrangements prior to the issuer's selection of any dealer, as required by the rule.
The Board believes that while the timing of this issue-specific requirement is appropriate in the vast majority of cases, it can be a problem in the context of frequent issuers of municipal securities and in the co-manager selection process. Thus, the Board is proposing for comment a draft amendment to rule G-38(c) to give dealers the option of disclosing their consulting arrangements to issuers on either an issue-specific or issuer-specific basis. Pursuant to the draft amendment, if a dealer chooses to disclose information regarding a consulting arrangement on an issuer-specific basis, the dealer must submit the information, in writing, to the issuer within three business days of the consultant's first direct or indirect communication with that issuer, but in any event prior to the issuer's selection of that dealer for any municipal securities business. [1] To ensure that such information, once disclosed, remains current, the draft amendment also would require dealers to (1) promptly notify the issuer in writing of any change in the information disclosed; and (2) update issuers on an annual basis concerning any information previously disclosed, even where the information has not changed. [2] Of course, this annual updating requirement would cease to apply if the dealer is no longer using the consultant, directly or indirectly, to attempt to obtain or retain municipal securities business with a particular issuer(s).
May 21, 1997
TEXT OF DRAFT AMENDMENT (Language between *asterisks* is proposed new language: language between brackets is proposed deleted language)
Rule G-38. Consultants (a) - (b) No change. (c) Disclosure to Issuers. Each broker, dealer or municipal securities dealer shall submit in writing to each issuer with which the broker, dealer or municipal securities dealer is engaging or seeking to engage in municipal securities business, information on consulting arrangements relating to such issuer, which information shall include the name, company, role and compensation arrangement of any consultant used, directly or indirectly, by the broker, dealer or municipal securities dealer to attempt to obtain or retain municipal securities business with each such issuer. Such information shall be submitted to the issuer *either:* *(i)* prior to the selection of any broker, dealer or municipal securities dealer in connection with such *the particular* municipal securities business *being sought* .*;or* *(ii) within three business days of the consultant's first direct or indirect communication with the issuer, but in any event prior to the issuer's selection of such broker, dealer or municipal securities dealer for any municipal securities business. Each broker, dealer or municipal securities dealer shall promptly advise the issuer, in writing, of any change in the information disclosed, pursuant to this subsection (ii), on each consulting arrangement relating to such issuer. In addition, each broker, dealer or municipal securities dealer disclosing information pursuant to this subsection (ii) shall update such information by notifying each issuer in writing within one year of the previous disclosure made to such issuer even where the information has not changed; provided, however, that this annual requirement shall not apply where the broker, dealer or municipal securities dealer has ceased to use the consultant, directly or indirectly, to attempt to obtain or retain municipal securities business with the particular issuer.* (d) No change.
ENDNOTES
[1] In contrast, the Board believes that disclosures made by a dealer on an issue-specific basis should continue to be required prior to the issuer's selection of any dealer for the particular municipal securities business being sought.
[2] Pursuant to rule G-8(a)(xvii) on recordkeeping, dealers are required to maintain records of all disclosures made pursuant to rule G-38(c). This would apply to disclosures made pursuant to the draft amendment.
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G16_081399
Amendment Filed to Rule G-16, on Periodic Compliance Examination
On August 13, 1999 the Board filed with the Securities and Exchange Commission ("SEC") a proposed amendment to rule G-16, on periodic compliance examination.1 The amendment is to revise the 24-month examination requirement in rule G-16 to a two calendar year requirement.
Section 15B(c)(7)(A) of the Securities Exchange Act of 1934 provides that periodic examinations of dealers for compliance with Board rules are to be conducted by the National Association of Securities Dealers, Inc. ("NASD") with respect to securities firms and by the appropriate federal bank regulatory agencies with respect to bank dealers. Rule G-16 permits such examinations to be combined with other periodic examinations of securities firms and bank dealers in order to avoid unnecessary regulatory duplication and undue regulatory burdens for such firms and bank dealers.
By letter dated April 28, 1999, NASD Regulation, Inc. ("NASDR") requested that the Board revise rule G-16. The letter states that because of NASDRs efforts to coordinate examination schedules, NASDR believes there is a need for a change in rule G-16. NASDR requested that the Board change the 24-month requirement in rule G-16 to a two calendar year requirement. NASDR stated that without the rule change it might be necessary to remove municipal securities examinations from the coordinated examination program.
The Board discussed the proposed amendment with representatives from the Federal Deposit Insurance Corporation, the Federal Reserve Board, and the Office of the Comptroller of the Currency ("the bank regulators"). The bank regulators also examine dealers for compliance with Board rules pursuant to rule G-16. All of the bank regulators responded favorably to the NASDRs request, stating that the requested change would help bank regulators better coordinate examinations.
Coordination of on-site examinations eliminates unnecessary regulatory duplication and is less intrusive for dealers without negatively impacting investor protection. A formal Memorandum of Understanding among the North American Securities Administrators Association, Inc., SEC, NASDR and other securities industry self-regulatory organizations reflects the joint commitment to coordinated examinations. The Board believes that the proposed amendment will permit more effective coordination of examinations with other regulatory and self-regulatory organizations. It will also provide operating flexibility in planning and scheduling NASDRs and the bank regulators overall examination programs.
August 13, 1999
TEXT OF PROPOSED AMENDMENT2
Rule G-16. Periodic Compliance Examination
At least once each [twenty-four months] two calendar years, each broker, dealer and municipal securities dealer shall be examined in accordance with Section 15B(c)(7) of the Act to determine, at a minimum, whether such broker, dealer or municipal securities dealer and its associated persons are in compliance with all applicable rules of the Board and all applicable provisions of the Act and rules and regulations of the Commission thereunder.
ENDNOTES
1. File No. SR-MSRB-99-7. Comments submitted to the Commission should refer to this file number.
2. Underlining indicates new language; brackets denote deletions.
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awardntc
Arbitration: Rule G-35
Amendment to Filing
The Board has filed an amendment to its File No. SR-MSRB-97-4 relating to its Arbitration Code (rule G-35). The amendment will make publicly available the names of arbitrators on all customer awards rendered after May 10, 1989. The amendment is intended to conform this aspect of the Board's code to the arbitration codes of other self-regulatory organizations.
On May 22, 1997, the Board filed with the Commission a proposed amendment to
rule G-35, the Board's Arbitration Code, to create two new sections to the rule: new Section 37 provides that the Board will not accept any new arbitration claims filed on or after January 1, 1998; and new Section 38 provides that, as of January 1, 1998, every bank dealer (as defined in Board rule D-8) shall be subject to the Code of Arbitration Procedure of the National Association of Securities Dealers, Inc. ("NASD") for every claim, dispute or controversy arising out of or in connection with the municipal securities activities of the bank dealer acting in its capacity as such. Section 38 further provides that bank dealers shall abide by the NASD's Code just as if they were "members" of the NASD for purposes of arbitration. (1)
In response to its request for public comment on the Board's proposed amendment to rule G-35, the Commission received one comment letter from an individual whose company collects data on arbitration awards and stores the information in a database which it makes available to subscribers and others. The commentator noted that most of the information comes from awards issued subsequent to May 10, 1989. He also noted that in 1993, the NASD began making arbitrators' names available to the public, and retroactively supplied the names of arbitrators for its customer-related awards rendered after May 10, 1989. The commentator suggested that the Board similarly disclose the names of arbitrators on all customer-related awards rendered after May 10, 1989.
The Board has reviewed the commentator's suggestion and has determined to amend its arbitration code to make publicly available the names of arbitrators for all customer awards rendered after May 10, 1989. The Board believes that, upon SEC approval of its filing, this amendment will facilitate the NASD's administration of those arbitration claims received after January 1, 1998 involving the municipal securities activities of brokers, dealers and municipal securities dealers where an arbitrator appointed to such a case previously served as an aribtrator in the Board's program but has never served as an NASD arbitrator.
In its filing, the Board stated that its declining caseload makes it difficult to justify the cost of continuing to operate its arbitration program and, therefore, the Board has determined that, effective January 1, 1998, it will no longer accept any new claims filed with its arbitration program. The Board stated that it will continue to operate its program in order to administer its current, open cases and any new claims received prior to January 1, 1998, but will discontinue its arbitration program when all such cases have been closed.
November 13, 1997
ENDNOTES
1. File No. SR-MSRB-97-4. See also MSRB Reports, Vol. 17, No. 2 (June 1997) at 19-20.
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amendapp299
Amendment Approved
The SEC has approved amendments to exempt certain dealers from disclosure and recordkeeping requirements relating to political contributions and municipal securities business Rules G-37, G-8, G-9 and G-38.
On February 8, 1999, the Securities and Exchange Commission approved certain amendments to rule G-37, on political contributions and prohibitions on municipal securities business, rule G-8, on recordkeeping, rule G-9, on preservation of records, and rule G-38, on consultants. The amendments (1) exempt brokers, dealers and municipal securities dealers ("dealers") that have not engaged in municipal securities business for a period of at least two years and that have filed new Form G-37x with the Board from the disclosure requirements under rule G-37 and the related recordkeeping requirements under rule G-8; (2) require dealers that engage in municipal securities business after invoking such exemption to disclose and record certain political contributions and payments during the preceding two-year period; (3) codify the previously recognized Form G-37/G-38 submission exemption for dealers that have no information to report in a calendar quarter; and (4) make certain technical, clarifying and recordkeeping amendments to rules G-8, G-9, G-37 and G-38. The amendments became effective upon approval.
For a detailed discussion of these amendments, see the Notice of Filing dated December 3, 1998. New Form G-37x may be downloaded for completion and submission to the Board.
February 9, 1999
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archive97
Archive 1997
Operational Start Date for Customer Transaction Reporting, December 29, 1997
Proposed amendments to rules G-11, G-12, and G-8, December 23, 1997
Amendment filed to rule G-23, December 23, 1997
Proposed amendments to rule G-32, December 22, 1997
Series 53 study outline, December 19, 1997
Effective date for revised Series 53 study outline changed to March 1, 1998.
Amendment filed, December 18, 1997
Notice of filing, December 16, 1997
Amendment Filed, revised forms G-36(OS) and G-36(ARD): December 2, 1997
Consultants Rule G-38 November 25, 1997
Arbitration Rule G-35 November 13, 1997
The Board has filed an amendment to its File No. SR-MSRB-97-4 relating to rule G-35.
The Board is publishing a third Question and Answer notice concerning consultants. November 13, 1997
Question and Answer notice concerning consultants.
Notice: October 1997
MSRB Transaction Reporting Program Questions and Answers.
Amendments Filed: September 30, 1997
Draft Amendments to Rules G-38 and G-8 and Draft Changes to Form G-37/G-38: September 11, 1997
Additional Questions and Answers: Rule G-37 on Political Contributions and Prohibitions on Municipal Securities Business:
Rule G-35: Arbitration: May 22, 1997
Rule G-38: Consultants: May 21, 1997
Text of Proposed Rule & Forms G-36 (OS) & G-36(ARD)
Proposed Change Filed to Establish a Fee Relating to the OS/ARD Subsystem: May 19, 1997
From the Chairman
The Board is publishing Chairman Roger Hayes' letter to the municipal securities industry
Rule G-32: Notice of the Draft Amendments
Rule G-39: Telemarketing Rule Approved
% 'End Editable %>
g-11_4_30_99
Amendment Approved Concerning Disclosure of Designation Information to Syndicate Members: Rule G-11(g)(iii)
On April 28, 1999, the Securities and Exchange Commission approved an amendment to rule G-11, on sales of new issue municipal securities during the underwriting period.1 The amendment makes clear that all information about designations paid to syndicate and non-syndicate members is to be provided to each syndicate member and that the designation information must be expressed in total dollar amounts. The amendment became effective upon approval.
More information about the amendment can be found in the notice entitled "Amendment Filed to Rule G-11(g)(iii) Concerning the Disclosure of Designation Information to Syndicate Members."
April 30, 1999
TEXT OF AMENDMENT2
Rule G-11. Sales of New Issue Municipal Securities During the Underwriting Period
(a) – (f) No change.
(g) Designations and Allocations of Securities. The senior syndicate manager shall:
(i)–(ii) No change.
(iii) disclose, in writing, totheeach membersof the syndicate, in writing,all available information on designations paid to syndicate and non-syndicate members expressed in total dollar amountsdesignation information to memberswithin 10 business days following the date of sale and all information about designations paid to syndicate and non-syndicate members expressed in total dollar amounts with the sending of the designation checks pursuant to rule G-12(k); and
(iv) No change.
(h) No change.
ENDNOTES
1. Sec. Exch. Act Rel. No. 41338 (April 28, 1999).
2. Underlining indicates new language; strikethrough denotes deletions.
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