Equity, Corporate Credit and Money Markets

The agreement (docx) was last revised on August 14, 2023 in regards to the SEC’s June 2023 amendment to Regulation M.

• View Redline comparison of December 20, 2022 vs. August 14, 2023 (pdf)

The agreement was last revised on December 20, 2022 to reflect the amendments to FINRA Rule 11880 for public offerings of “corporate debt securities,” and the revisions were made in Section 9.2. Based on Rule 11880’s announced effective date and related FINRA guidance, the effective date of the revised model MAAU will be for offerings that commence on or after January 1, 2023.

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 both registered SEC offerings and exempt offerings, other than offerings of municipal securities.

This agreement was last revised on November 13, 2020 to reflect the Securities and Exchange Commission’s amended “accredited investor” definition (effective December 8, 2020) in section 3.3(vi) and to provide for electronic signatures in section 12.9.  The prior revision on November 21, 2019 incorporated use of the SEC’s Rule 163B (effective December 3, 2019) as part of testing the waters and updated and corrected certain statutory and regulatory cross-references. The December 10, 2018 revision added new section 12.4 to address the impact of U.S. special resolution regimes.

• Blackline against November 21, 2019 version
• Blackline of November 21, 2019 version against December 10, 2018 version
• Blackline of December 10, 2018 version against June 2, 2014 version

SIFMA’s December 13, 2018 memorandum addressing Application of the U.S. QFC Stay Rules to Underwriting and Similar Agreements provides additional information regarding the December 2018 revision.

An agreement governing the terms by which a dealer may purchase as principal a portion of a security. For use with both registered SEC offerings and exempt offerings, other than offerings of municipal securities.

This agreement was last revised on November 21, 2019 to update and correct certain statutory and regulatory cross-references. The prior revision on January 4, 2019 added new section 8 to address the impact of U.S. special resolution regimes.

• Blackline against January 4, 2019 version
• Blackline of January 4, 2019 version against June 10, 2011 version

SIFMA’s December 13, 2018 memorandum addressing Application of the U.S. QFC Stay Rules to Underwriting and Similar Agreements provides additional information regarding the January 2019 revision.

Broker or Dealer Special Omnibus Account Agreement (Form 11)

An agreement to carry an omnibus account as required by Regulation T, a regulation issued by the Board of Governors of the Federal Reserve System that governs customer cash accounts and the extension of credit by broker-dealers to customers to purchase and carry securities.

Model dealer agreements for commercial paper and guaranteed commercial paper issued pursuant to Sections 4(2) and 3(a)(3) of the Securities Act of 1933.

• Model Commercial Paper Dealer Agreement, 3(a)(3) Program
• Model Commercial Paper Dealer Agreement, 3(a)(3) Program – Guidance Notes
• Model Commercial Paper Dealer Agreement, 4(2) Program
• Model Commercial Paper Dealer Agreement, 4(2) Program – Guidance Notes
• Global Commercial Paper Dealer Agreement
• Global Commercial Paper Dealer Agreement – Guidance Notes

Two sets of model dealer agreements developed for guaranteed commercial paper issued pursuant to Sections 4(2) and 3(a)(3) of the Securities Act, respectively, designed to be used where one or more corporate guarantors are also responsible for the payment of principal and interest on the notes. The model agreements also contain a standard form of guarantee and model opinions of counsel to a guarantor.

• Guaranteed Commercial Paper Dealer Agreement 3(a)(3) Program
• Guaranteed Commercial Paper Dealer Agreement 3(a)(3) Program – Guidance Notes
• Guaranteed Commercial Paper Dealer Agreement 4(2) Program
• Guaranteed Commercial Paper Dealer Agreement 4(2) Program – Guidance Notes

Non-binding guidelines designed to further the efficient trading of money market instruments.

Designed to establish common standards of practice for the trading, clearance, and settlement of distressed bonds. The guidelines provide a framework for standardization while preserving the flexibility needed to negotiate the specific terms of different transactions

SIFMA Guidance on procedures that can be used in lieu of traditional registration rights to accommodate a shortened holding period for restricted securities.

A statement of objectives intended to serve as a reminder of the importance of finalizing and distributing pricing term sheets in order to ensure prompt commencement of trading of securities by the syndicate