Affirmative Consent Certificate of Institutional Account to Receive Institutional Debt Research
SIFMA prepared model documents to help brokers, dealers, and other financial institutions comply with the new regulatory requirements created by FINRA’s Debt Research Rules. Specifically, Rule 2242(j) requires either negative or affirmative written consent for eligible institutional investors to receive the less protected institutional debt research.
These forms were designed to be used to notify clients of the new rule and help the firm identify accounts that may receive institutional debt research. SIFMA’s model disclosures and forms are designed to be a starting point to aid firms with compliance with FINRA Rule 2242. SIFMA encourages firms to expand or modify these documents as necessary to reflect their own analysis of the rule or specifics of Institutional Debt Research. SIFMA recommends firms update their internal procedures and continue to educate their employees and clients about this new regulatory requirement.
Order Routing Disclosure Template
Prepared jointly by SIFMA, Investment Company Institute (ICI), and the Managed Funds Association (MFA), this template for the minimum disclosure of order routing and execution quality information could be requested by institutional investors of their broker-dealers. The goal of this template is enhancing the level of transparency around equity market structure in general and execution quality in particular. See Related Letter
Cross Product Master Agreement
A joint trade association release created to manage counterparty risk across different financial product types by instituting widely used industry master agreements to reduce financial system risk
- Cross-Product Master Agreement (CPMA), Cross-Affiliate Version 2 (2003)
- Cross-Product Master Agreement (CPMA), Cross-Affiliate Version 2 (2003) – Guidance Notes
- Legal Opinions and Memoranda
- Cleary, Gottlieb, Steen & Hamilton – Enforceability under New York law
- Cleary, Gottlieb, Steen & Hamilton – Potential Impact of the Operation of CPMA 2 on Certain Standard Agreements under New York and U.S. law
- Clifford Chance LLP – Enforceability under the laws of England and Wales
- Clifford Chance LLP – Potential Impact of the Operation of CPMA 2 on Certain Standard Agreements under the laws of England and Wales
- Cross-Product Master Agreement (CPMA) (2000)
- Cross-Product Master Agreement (CPMA) (2000) – Guidance Notes
- CPMA (2000) Joint Trade Association Release
- Notice to Members
- Legal Opinions and Memoranda
- Clifford Chance Rogers & Wells LLP – Enforceability of the Netting Provisions of the CPMA Under the U. S. Federal Deposit Insurance Corporation Improvement Act of 1991
- Clifford Chance Rogers & Wells LLP – Enforceability under U.S. Federal and New York state law
- Clifford Chance LLP – Enforceability of the Netting Provisions of the CPMA Under the Laws of England and Wales
- Clifford Chance LLP – Enforceability Under the Laws of England and Wales
- Cleary, Gottlieb, Steen & Hamilton – The Effect of the February 2000 Cross-Product Master Agreement on Rights under The Bond Market Association Principal Agreements
Additional Forms and Documents
Advance Conflict Waiver Form
On April 1, 2009, New York implemented new rules of professional conduct that now require that consents regarding potential conflicts of interest be confirmed in writing. This form provides draft language for disclosure of any such conflicts of interest.
Antitrust Compliance Booklet
Intended to illustrate concerns that have been known to arise in trade association activities, this booklet will help SIFMA members understand the requirements of antitrust laws and minimize the risk of antitrust concerns in connection with SIFMA-sponsored activities. Although the antitrust laws recognize that trade associations make many pro-competitive contributions to the American economy, the very fact that trade associations bring competitors together presents a risk that agreements will be made which may raise antitrust concerns.
Electronic Access and Trading Agreement
Created to reduce the time and expense associated with negotiating electronic access agreements. For use by broker-dealers providing customers with access to electronic trading services. Covers common issues that arise in the provision of electronic trading services by broker-dealers to customers, such as a requirement that electronic trading services be accessed only through specified access methods by the customer or certain authorized users.
Guiding Principles to Promote Integrity of Fixed Income Research
Guidelines to illustrate a global approach to managing potential conflicts of interest. Intended to enhance investor protection by promoting greater awareness of how potential conflicts of interest can be managed by integrated sell-side financial institutions that underwrite and trade debt securities and distribute to investors research about those securities.
IPO Certification – Certificate for the Purchase of Initial Public Offerings of Equity Securities (NASD Rule 2790)
A certification form to assist in the collection of customer representations required under NASD Rule 2790, which prohibits a member firm from selling a new issue to any account in which a restricted person has a beneficial interest.
Institutional Suitability Certificate
Developed to facilitate broker-dealer compliance with new FINRA Rule 2111, specifically when dealing with institutional clients.
Please refer here for SIFMA’s SMMP Certificate.
Memorandum and Revised Procedures for Book-Entry Deposit
Covers procedures for book-entry deposit of Rule 144A securities. For use by issuers inadvertently falling within the definition of an “investment company” under the Investment Company Act of 1940.
Missing / Lost / Counterfeit / Stolen Counterfeit Securities Report (Form X-17F-1A)
A form to be filled out in the event of a missing, lost, stolen or counterfeit security. For use in conjunction with the SEC requirements for these securities under the Securities Exchange Act of 1934.
Principles and Practices for Wholesale Financial Market Transactions
Intended to provide guidance for the conduct of wholesale transactions in the over-the-counter financial markets between participants.
Recommended Policies and Procedures for Secondary Market Trading in Book-Entry Section 3(c)(7) Securities
Guidelines for secondary market trading procedures when the holders of the securities are “qualified purchasers”, who are exempt from regulation under the Investment Company Act of 1940.
Section 16 Authorization Letter & Background Information
A draft model trade approval form for use in conjunction with Section 403 of the Sarbanes-Oxley Act of 2002. The Act requires Section 16 “insiders” of public issuers to report transactions in the issuer’s equity securities within two business days after month’s end.