Form 19b-4 - FINRA - Rules and Regulations

400 of 494
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be permitted). The timeframe for submission of official statements under Rule G-36 could be
simplified to require the underwriter to submit the official statement for any offering (regardless
of its status under Exchange Act Rule 15c2-12) by no later than the business day following
receipt from the issuer, but in no event later than the bond closing date.
Rule G-36 would continue to require underwriters to submit much of the information
currently included on Form G-36(OS) but would no longer require that such information be
provided simultaneously with the official statement or in a single submission. Such information
submission would be accepted solely in electronic form, either through a web-based interface or
by upload or data stream using extensible markup language (xml) or other appropriate format. In
addition, underwriters would be permitted to designate submission agents (such as information
vendors, printers, etc.) for both the official statement and required information submissions,
although the underwriters would remain responsible for accurate and timely submissions. The
underwriter would be required to make an initial submission of information, consisting of CUSIP
numbers and list offering prices of all maturities in the issue, on or prior to the first execution of
a transaction in such issue. 9 The underwriter would thereafter submit further required
information and the electronic official statement as they become available. Information
submissions under Rule G-36 would be required for all new issues, even if no official statement
is being produced. If an official statement is not being produced, the underwriter would be
required to report that fact.
The MSRB seeks comment on whether the “access equals delivery” model should be
available on all new issues or whether certain classes of new issues should continue to be subject
to a physical delivery requirement. For example, the SEC did not make the “access equals
delivery” model available for mutual fund sales. Should this model be made available in
connection with the sale of municipal fund securities, including interests in 529 college savings
plans? 10 Should issues exempt from Exchange Act Rule 15c2-12 be treated differently from
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Underwriters are already required to disseminate CUSIP information within this same
timeframe under current Rule G-34 for virtually all new issues. The list offering price
information disclosure under revised Rule G-36 would take the place of such disclosure
to customers under current Rule G-32.
The SEC had noted in the SEC Release that mutual funds are subject to a different
disclosure regime than are other registered securities and that it would consider the issue
of electronic delivery of mutual fund prospectuses in the context of a broader review of
mutual fund disclosure practices. The MSRB observes that, in contrast, 529 college
savings plans and other municipal fund securities are subject to the same disclosure
regime under MSRB rules as are other municipal securities, although the fact that the
assets held in connection with most municipal fund securities are invested in registered
mutual funds could potentially have an impact on whether the “access equals delivery”
model should be applied to offerings of municipal fund securities. The MSRB seeks
comment on this issue.