Attachment B Disclosure Licensing Registration Disciplinary Action and Litigation.pdf

RFP 48-26

Attachment B

Disclosure, Licensing, Registration, Disciplinary Action and Litigation Firm Name:_______________________

DISCLOSURE

1. Describe your firm’s organizational structure (e.g. partnership, corporation, etc.) and list any controlling stockholders, general partners, or principals. Also list any subsidiaries, joint ventures, consultants, lobbyists, sub-contractors or agents that have relationships with your firm and relate in any way to your proposed business with the Commonwealth of Massachusetts.

2. Describe any services currently provided by your firm for the State Treasurer’s Office, the Executive Office for Administration and Finance or any trust, board, commission or authority on which the Treasurer and Receiver-General or the Secretary for Administration and Finance is a member or trustee.

3. Please describe your firm’s compliance with MSRB G-37. Has your firm or any person or entity associated with your firm (and covered by Municipal Securities Rulemaking Board Rule G-37) made any contributions during the past three years, directly or indirectly, to an official of the Commonwealth of Massachusetts? If the answer is “yes”, please provide the name and contact information of such individual or entity.

4. Did your firm or will your firm, its related entities, or any individual listed in response to question

1. above, provide, agree to provide, or arrange to provide any compensation or benefit, direct or indirect, to any individual or entity, including without limitation, lobbyists, consultants or agents, whether related or unrelated to your firm, for their services in your firm’s obtaining its engagement for the provision of services to the Treasurer and Receiver-General or the Secretary for Administration or any trust, board, commission or authority on which either principal is a member or trustee? If the answer is “yes”, please provide the name and contact information of such individual or entity and a description of the services performed by them and the compensation or benefit.

5. Has your firm, its related entities or any individual listed in response to question 1 above, agreed to share any fees with any person or entity, whether related or unrelated, with respect to your firm’s proposed engagement with Commonwealth of Massachusetts or to either the Treasurer and Receiver-General or the Secretary for Administration and Finance or any trust, board, commission or authority on which either principal is a member or trustee? Please describe such arrangements, and whether or not any fees have actually been shared.

6. Does your firm, its related entities or any individual listed in response to question 1. above, have any ongoing arrangement with any unrelated individual or entity with respect to sharing of fees that would be received from services provided to the Commonwealth of Massachusetts or to either the Treasurer and Receiver-General or the Secretary for Administration and Finance or any trust board, commission or authority on which either principal is a member or trustee? Please describe such arrangements.

Disclosure, Licensing, Registration, Disciplinary Action and Litigation

7. Does your firm have any arrangements, agreements or relationships similar to those listed in questions 1-6 above for business related to any other issuer of tax-exempt bonds or notes within the Commonwealth? If so, please describe.

LICENSING, REGISTRATION, CERTIFICATIONS

8. Does your firm have an active Broker-Dealer license issued by the Securities and Exchange Commission (SEC) in the name of the firm? Yes ☐ No ☐

9. Is your firm required by the SEC or the Financial Industry Regulatory Authority (FINRA) to file Financial and Operational Combined Uniform Single Reports (FOCUS Reports)? If so, please provide a copy of your most recent FOCUS Report. If your firm is not required to file a FOCUS Report, please provide a copy of your firm’s most recent audited financial statement.

Yes ☐ No ☐

10. Is your firm a current member in good standing with the FINRA? Yes ☐ No ☐

11. Does your firm have an active current registration as a Broker/Dealer with the Massachusetts Secretary of State’s Securities Division?

Yes ☐ No ☐

12. Please provide each of the following:

Firm’s SEC File Number:

Firm’s Central Registration Depository (C.R.D.) Number:

Identification of one employee with a FINRA series 53 license (name, title, office location):

13. Solvency. Please provide a certification that the firm has not been in bankruptcy and/ receivership within the last three (3) calendar years.

14. Corporate Good Standing. If incorporated, please identify the firm’s state of incorporation and a statement that the firm is in good standing in that state. If the state of incorporation is not Massachusetts, please provide a statement that the firm has complied with all filing requirements of the Massachusetts Secretary of State.

Disclosure, Licensing, Registration, Disciplinary Action and Litigation

DISCIPLINARY ACTION & LITIGATION

15. Within the past 24 months, has your firm or any of its current principals been the subject of an investigation by the SEC, FINRA, the Massachusetts Attorney General’s Office, the Massachusetts Secretary of State’s Securities Division or any other governmental or securities industry-based regulatory agencies? Please indicate whether or not your firm has any knowledge of any active investigations or criminal proceedings by the Securities and Exchange Commission or any other state or federal agency with regard to your public finance department and municipal trading department members or practices. If so, please provide a brief description of such investigation and the name and phone number of a person whom the MBTA could contact to obtain more information.

Yes ☐ No ☐

16. Within the past 24 months, has your firm, any of its principals or your parent company been involved in any litigation, arbitration, disciplinary or other official actions arising from the firm’s underwriting, underwriting practices or management, or the purchase, sale or distribution of taxable or tax-exempt municipal securities or other governmental obligations (other than individual retail customer claims) by the SEC, FINRA, the Massachusetts Attorney General’s Office, the Massachusetts Secretary of State’s Securities Division or any other governmental or securities industry-based regulatory agencies? Please identify any ongoing material litigation, administrative proceedings or investigations regarding your firm that is ongoing or has been settled or otherwise concluded during the past two years.

Yes ☐ No ☐

17. Within the past 24 months, has your firm, any of its principals or your parent company been convicted of any crime related to the conduct of the firm’s business or been assessed or paid judgments in excess of $1 million related to the conduct of the firm’s business? Please identify any judgments, settlements, resolutions, adjudications or any other resolution or conclusion of any material litigation, administrative proceedings or investigations regarding your firm during the past two years.

Yes ☐ No ☐