Application For Registration As A Municipal Securities Dealer Page 2
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13subdivision or regulatory body thereof.
c. Person — The term “person” includes a corporation, partnership, other organization, trust and estate, as well as natural person.
d. Municipal securities dealer activities — The term “municipal securities dealer activities” has the meaning set forth in Municipal
Securities Rulemaking Board rule G-1(b), which defines the terms “separately identifiable department or division of a bank” for
purposes of Section 3(a)(30) of the Securities Exchange Act of 1934.
H. Amendments
The information contained in Form MSD is of a continuing nature and must be updated or amended periodically in the event
any of the information previously submitted to the Commission becomes incomplete or inaccurate. Where an item is being amended,
only those items which are being amended or which have changed since the previous filing need to be filed, except that a completed
page one and a completed execution page, manually signed, must be filed with each amendment. WHEN ANY ITEM ON A PAGE
IS AMENDED, IT IS NECESSARY TO ANSWER IN FULL ALL OTHER ITEMS ON THE PAGE BEING AMENDED.
I. Items Not Applicable
If Form MSD is being filed as an application for registration, all applicable items must be answered in full. If any item is not
applicable, indicate by “none” or “N/A” as appropriate.
J. Schedules to Form
Each Schedule to Form MSD is deemed to be a part of the Form.
K. Filing of Form
Form MSD must be filed in triplicate with the Securities and Exchange Commission, Washington, D.C. 20549. The execution
page of each copy shall contain an original manual signature. In addition, an original signed copy of the Form must be filed with
the applicant’s appropriate regulatory agency, determined in accordance with section 3(a)(34) of the Act. Applicants which are
national banks, or departments or divisions of such banks, must file Form MSD with the Comptroller of the Currency, Credit &
Market Risk, 250 E Street, SW, MS 9-14, Washington, D.C. 20219; applicants which are State member banks of the Federal Reserve
System, or departments or division of such banks, must file Form MSD with the Board of Governors of the Federal Reserve System,
Risk Policy Section, Mail Stop 1810, 20th and C Streets, NW, Washington, D.C. 20551; applicants which are banks insured by
the Federal Deposit Insurance Corporation (other than members of the Federal Reserve System), or departments or divisions
of such banks, must file Form MSD with the Federal Deposit Insurance Corporation, 550 17th Street, NW,Washington, D.C.
20429; applicants which are federal saving associations, or departments or divisions of such savings associations, must file
Form MSD with the Office of Thrift Supervision, Assistant Managing Director, Examinations and Supervision Policy, 1700 G
Street, NW, Washington, D.C. 20552.
L. Instructions to Specific Items
a. Item 1(a) — If the applicant is not registered currently with the Commission and is not succeeding to and continuing the business
of another registered municipal securities dealer, the box marked “a new application” should be checked. If a registered municipal
securities dealer is amending items on a currently effective Form MSD, the box marked “an amendment” should be checked. If
the applicant is succeeding to and continuing the business of another registered municipal securities dealer, the box marked “a
successor application” should be checked. If a bank registered as a municipal securities dealer determines it would prefer to
register as a separately identifiable department or division, or the converse, it is necessary that (i) the applicant file a Form MSD,
indicating in Item 1 that it is a “successor application” and (ii) the currently registered entity file a Form MSDW to withdraw its
registration. Pursuant to Securities Exchange Act Rule 15Ba2-4, 17 CFR 240.15Ba2-4, if a municipal securities dealer succeeds
to and continues the business of another registered municipal securities dealer, the registration of the predecessor shall be deemed
to remain effective as the registration of the successor for a period of 75 days after such succession, provided that a Form MSD
is filed by such successor within 30 days after such succession.
b. Items 2(a) and 2(b) — If applicant is a department or division of a bank, these items should be answered only for applicant, rather
than for the bank. Information with respect to the bank of which applicant is a part must be given in response to item 2(d).
c. Item 5 — This item calls for information concerning persons directly engaged in the supervision of any of the applicant’s
municipal securities dealer activities. A separate Schedule A or Form MSD-4 (which may be obtained from the appropriate
regulatory authority) must be completed for each person named in response to Item 5.
d. Item 6 — This item calls for information concerning persons not named in item 5 who may nevertheless directly or indirectly
control any of applicant’s municipal securities dealer activities. Such control may be exercised through stock ownership,
agreement or otherwise. Generally a person will be deemed to be in direct or indirect control of applicant’s municipal securities
dealer activities if such person exercises or has the ability to exercise a controlling influence over the management or policies
of applicant with respect to any of applicant’s municipal securities dealer activities. Depending on the fact of a particular situation,
senior officers or directors of the applicant or of the bank of which applicant is a part, or of a parent bank holding company, may
be deemed to be in direct or indirect control of such activities. Schedule A is not required for any person named in response to
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