Municipal Securities Markets Documents

Follow the links below to view the model documents and other resources in SIFMA’s Municipal Securities Markets Standard Forms and Documentation Library.

Issue Price Model Documents

On May 1, 2017, SIFMA released final municipal security issue price model documents in an effort to aid industry market participants in compliance with the new Treasury Department issue price rules for municipal securities, which become effective on June 7, 2017. The model documents include model riders to the Master Agreement Among Underwriters, Master Selling Group Agreement, Retail Distribution Agreement, Model Bond Purchase Agreement and the Notice of Sale. The issue price model documents were designed to help reduce legal costs and regulatory risk while increasing legal certainty. They are intended to make it easier for SIFMA members to assist their issuer clients in complying with the issue price rules and in understanding the expectations of market participants while promoting transparency of sales terms for both issuers and underwriters.

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 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 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 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.

2002 Version

1997 Version

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.

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.

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