Muni Model Placement Engagement Agreements
Model placement agent engagement agreements covering conduit bonds and the non-conduit bonds. These 2 new agreements are intended for use by brokers, dealers, and municipal securities dealers acting as a placement agent.
- SIFMA Model PAEA for Conduit Bonds
- SIFMA Model PAEA Non Conduit
- Commentary for SIFMA Model Placement Agent Engagement Agreements (pdf)
See Related Press Release: SIFMA Issues Muni Model Placement Engagement Agreements – February 19, 2019
Master Agreement Among Underwriters (MAAU)
Issue Price Model Documents
On May 2, 2017, SIFMA released municipal security issue price model documents in an effort to aid industry market participants in compliance with the Treasury Department issue price rules for municipal securities, which became effective on June 7, 2017.
In light of the experience of our members in the municipal market over the past year, SIFMA is now releasing an update to its municipal security issue price model documents. The proposed revisions to the Issue Price Riders address certain issues and questions from SIFMA member firms that have arisen since that original distribution.
G-42 Model Documents
SIFMA’s G-42 Model Documents are designed to aid municipal advisors in compliance with new MSRB Rule G-42, on Duties of Non-Solicitor Municipal Advisors.
MSRB Rule G-17 Model Disclosure Documents
SIFMA’s G-17 Model Disclosure Documents are designed to aid compliance and 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. SIFMA makes no representation or warranty as to the accuracy or completeness of the information contained herein and undertakes no obligation to update or modify these documents. Nothing in these model documents is intended to provide, nor should it be interpreted as providing, legal or compliance advice. Each firm should make its own determination as to whether a transaction warrants additional disclosures in accordance with MSRB Rule G-17.
Underwriter and risk disclosures to be used for transactions prior to the March 31, 2021 effective date of the Revised Interpretive Guidance to MSRB Rule G-17:
- Model Underwriter Disclosures
- Model Fixed Rate Bonds Risk Disclosures
- Model Floating Rate Notes Risk Disclosures
- Model Variable Rate Demand Obligations (VRDO) Risk Disclosures
- Model Forward Delivery Bonds Risk Disclosures
- Model Interest Rate Swaps Risk Disclosures
- Model Tender Offers Risk Disclosures
Revised underwriter and risk disclosures to be used for transactions after the March 31, 2021 effective date of the Revised Interpretive Guidance to MSRB Rule G-17:
Model Documents for Underwriter’s Conflicts of Interest, Role, and Compensation Disclosures:
- Model Underwriter Disclosures for Sole or Senior Managing Underwriters
- Model Underwriter Disclosures for Co-managing Underwriters
Model Documents for Transaction-Specific Risk Disclosures for Complex Municipal Securities Financings:
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 Negative Consent/Affirmative Consent Certificates Relating to Bond Proceeds
- Model Disclosures and Disclaimers for General Information Exclusion and Business Promotional Materials
- Model Independent MA Exemption Language
- Model IRMA Confirmation Letter
- Model RFP Language
- Talking Points for Public Finance Bankers
Model Engagement Letters:
SIFMA developed a model Sophisticated Municipal Market Professional, or SMMP, Affirmation. This new affirmation is necessary in light of Municipal Securities Rulemaking Board (MSRB) rule changes which were approved by the SEC in December 2014 and which become effective December 7, 2015. See: Press Release.
Please refer here for SIFMA’s 211 Certificate.
Master Selling Group Agreement
An agreement for use in forming one or more selling groups in connection with the negotiated purchase and public offering of securities.
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 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).
Model documents SIFMA member firms may use to clarify their role and establish issuer expectations when working with municipal issuers and conduit borrowers.
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.
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.
SIFMA Model Memorandum to Underwriter’s Counsel
SIFMA Model Memorandum to Underwriter’s Counsel for New Issues of Municipal Securities
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.
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.
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.
SIFMA Releases Notice to Members Regarding Trading Municipal Securities in Payment Default
SIFMA released to member firms a notice regarding the treatment of accrued interest on transactions involving municipal securities in payment default. The notice includes language that member firms may choose to provide to customers who sell securities that trade without accrued interest