MSRB Rule G-17 Model Disclosure Documents
SIFMA’s G-17 Model Disclosure Documents are designed to be a starting point for disclosures concerning the underwriter’s role, compensation, and conflicts, as well as regarding the material financial characteristics and risks inherent in certain complex transactions commonly recommended by underwriters.
Master Agreement Among Underwriters (MAAU)
An agreement setting forth the legal relationships between syndicate members and permitting the efficient execution of one standardized agreement rather than the execution of separately negotiated legal contracts each and every time a firm joins a syndicate. For use with negotiated offerings of municipal securities.
Revised Master Agreement Among Underwriters (MAAU) - updated June 2, 2014
Municipal Advisor Model Documents
SIFMA has prepared model documents and related guidance to help brokers, dealers and other financial institutions serve their clients and comply with the new regulatory requirements created by the SEC's Municipal Advisor Rule. The SEC's Municipal Advisor Rule imposes a registration regime upon municipal advisors, i.e., firms that give advice absent an exemption or exclusion to municipal entities and obligated persons, and imposes a fiduciary duty upon municipal advisors that give advice to municipal entities. MSRB rulemaking will impose additional requirements and prohibitions on the conduct of municipal advisors.
SIFMA's model disclosures are designed to be a starting point to aid firms with serving their clients and compliance with the SEC's Municipal Advisor Rule; however, close attention must be paid to the specific language used as the Rule and the SEC's interpretive guidance is very specific as to what is required for compliance with certain exemptions or exclusions. SIFMA encourages firms to modify these documents as necessary to reflect their own analysis of the Rule or the specifics of particular client relationships or transactions.
SIFMA also recommends that firms update their internal policies and procedures and continue to educate their personnel about this new regulatory requirement ahead of the Municipal Advisor Rule's July 1 effective date.
Model Engagement Letters:
Additional Forms and Documents
Best Practices for MSRB Rule G-43
The Best Practices are a result of ongoing efforts among various SIFMA Municipal Division committees to provide clarity on certain procedural aspects of bid-wanted auctions not addressed by Rule G-43 as well as to affirm the importance of preserving market integrity by municipal securities broker’s brokers, certain alternative trading systems, and the dealers that use the bid wanted process. (December 2013)
Best Practice on Disclosures Regarding Choice of Underwriters’ Counsel in Municipal Securities Transactions (February 2013)
SIFMA members have been concerned about a practice in the industry in which an issuer may effectively require an underwriter to retain a specific counsel for a transaction, or recommend the underwriter choose from a limited pool of underwriter’s counsel law firms. Underwriters need to be able to rely on their counsel’s competence and confidential advice, as well as ensure that counsel has no conflicts of interest. SIFMA developed this best practice to provide guidance to the industry and facilitate fair, efficient and transparent municipal market transactions.
Best Practices for NIIDS Testing and Implementation for Underwriters of Municipal Securities
Best practices for underwriters of municipal securities in submitting new issue underwriting information to the Depository Trust and Clearing Corporation's (DTCC) New Issue Information and Dissemination Service (NIIDS).
Clarifying Statements for Municipal Securities Underwriters
Model documents SIFMA member firms may use to clarify their role and establish issuer expectations when working with municipal issuers and conduit borrowers.
Master Selling Group Agreement
Intended for use in negotiated purchases and public offerings of municipal securities, whereby a manager and dealer wish to join together to form selling groups.
Model Bond Purchase Agreement
Intended for use in connection with governmental tax or revenue-supported securities, including fixed, variable rate, auction and credit enhanced securities. Not intended for use in connection with conduit financing transactions.
SIFMA Municipal Securities Division Seeks Comments on Revised Draft of its Model Bond Purchase Agreement for Municipal Securities - October 12, 2011
Model Joint Account Agreement
Created for the purpose of forming a joint trading account for the joint and several purchase and sale of municipal securities in the secondary market.
Municipal Secondary Market Disclosure Filings
A generic cover sheet for muni disclosure filings. Filings should be made to the Municipal Securities Rulemaking Board's (MSRB) Electronic Municipal Market Access (EMMA) website, www. emma.msrb.org.
Public Finance Issuer Advisory: Mechanical Aspects of Municipal Bond Sale Practices
Intended to advise state and local government bond issuers to review certain mechanical aspects related to their municipal bond sale procedures to ensure that local and state governments issue bonds in the most effective way possible.
Recommendations for Communicating with Beneficial Owners of Defaulted Municipals
A joint trade association release, in consultation with The Depository Trust Company (DTCC). The Joint Recommendations provide practical advice to issuers, their counsel, nominee holders, and agents of issuers on how to get notices on defaults through to beneficial owners in the era of book-entry-only bonds. They provide procedures for issuer control of the communications process and make recommendations about the format of notices, the payment of reasonable expenses by the issuer, and the provision of notices by the issuer for retransmission through the chain of nominee holders.