

[Federal Register: May 5, 2006 (Volume 71, Number 87)]
[Notices]               
[Page 26577-26579]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr05my06-141]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-53746; File No. SR-MSRB-2006-01]

 
Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing of Proposed Rule Change and Amendment No. 1 
Relating to Withdrawal of Obsolete Question-and-Answer Interpretive 
Guidance Under Former Rule G-38, on Consultants, and Certain Question-
and-Answer Interpretive Guidance Relating to the Definition of 
``Solicitation'' Under Rule G-37, on Political Contributions and 
Prohibitions on Municipal Securities Business

 May 1, 2006.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on March 28, 2006, the Municipal Securities Rulemaking Board (``MSRB'' 
or ``Board'') filed with the Securities and Exchange Commission 
(``SEC'' or ``Commission'') the proposed rule change as described in 
Items I, II, and III below, which Items have been prepared by the MSRB. 
On April 20, 2006, the MSRB filed Amendment No. 1 to the proposed rule 
change.\3\ The Commission is publishing this notice to solicit comments 
on the proposed rule change, as amended, from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Amendment No. 1 deletes one additional Q&A providing 
interpretive guidance under Rule G-37 and former Rule G-38.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The MSRB is filing with the Commission a proposed rule change to 
delete obsolete Question-and-Answer (``Q&A'') interpretive guidance 
under former Rule G-38, on consultants, and certain Q&A interpretive 
guidance relating to the definition of ``solicitation'' under Rule G-
37, on

[[Page 26578]]

political contributions and prohibitions on municipal securities 
business. The text of the proposed rule change, as amended, is 
available on the MSRB's Web site (http://www.msrb.org), at the MSRB's 

principal office, and at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the MSRB included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The MSRB has prepared summaries, set forth in Sections 
A, B, and C below, of the most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    On August 29, 2005, new Rule G-38, on solicitation of municipal 
securities business, became effective, superseding former Rule G-38 on 
consultants.\4\ The MSRB had previously published a number of Q&A 
interpretations on the former rule, none of which continue to apply to 
new Rule G-38 since the consultant provisions to which they relate are 
no longer in effect. Accordingly, the MSRB is deleting all obsolete 
Rule G-38 Qs&As. In addition, the MSRB is deleting three Qs&As and 
partially deleting a fourth Q&A under Rule G-37 relating to the 
definition of solicitation of municipal securities business (the ``Rule 
G-37 solicitation Qs&As'').\5\
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    \4\ SEC Release No. 34-52278 (August 17, 2005); 70 FR 49342 
(August 23, 2005).
    \5\ The three deleted Rule G-37 solicitation Qs&As are published 
as Qs&As IV.10, IV.11 and IV.13 in MSRB Rule Book (January 1, 2006). 
In addition, the last sentence of Q&A IV.18, published in MSRB Rule 
Book (January 1, 2006), is deleted.
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    In December 2005, the Commission published for comment the MSRB's 
proposed interpretive notice on the definition of ``solicitation'' 
under Rules G-37 and G-38 (the ``Solicitation Notice'').\6\ Among other 
things, the Solicitation Notice incorporated, by means of footnote 2 
thereof and the text accompanying such footnote, guidance on the 
meaning of solicitation under Rule G-37 previously provided in the Rule 
G-37 solicitation Qs&As. The Commission received one comment letter in 
response to the Solicitation Notice.\7\ The commentator supported the 
Solicitation Notice but suggested that the MSRB withdraw all of its 
prior published Q&A guidance regarding the definition of solicitation 
of municipal securities business in order to avoid potential conflicts 
between such prior Q&A guidance and the Solicitation Notice.\8\
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    \6\ SEC Release No. 34-52948 (December 13, 2005); 70 FR 75514 
(December 20, 2005).
    \7\ See Letter from Leslie M. Norwood, Vice President and 
Assistant General Counsel, The Bond Market Association, to Jonathan 
G. Katz, Commission Secretary, dated January 10, 2006.
    \8\ The commentator stated that, in certain respects, the 
guidance on solicitation and related matters provided in the 
Solicitation Notice may not be wholly consistent with guidance 
previously provided by the MSRB and that such prior guidance should 
be withdrawn. The MSRB addresses this and other statements and 
concerns in the companion filing to this filing. See Amendment No. 2 
(March 17, 2006) to File No. SR-MSRB-2005-11 (June 8, 2005).
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    The MSRB believes that it would be appropriate to consolidate its 
guidance on the definition of solicitation for purposes of Rules G-37 
and G-38 by amending its Solicitation Notice and simultaneously 
deleting (1) the Rule G-37 solicitation Qs&As, and (2) all obsolete 
Rule G-38 Q&A guidance relating to consultants. Thus, in addition to 
the Q&A deletions which are the subject of this filing, the MSRB has 
submitted to the Commission a companion filing consisting of an 
amendment to the Solicitation Notice that would delete footnote 2 in 
the Solicitation Notice, which contains references to the Rule G-37 
solicitation Qs&As, and would instead insert the substantive language 
of those Qs&As into the text of the Solicitation Notice.\9\ Thus, the 
language of the Rule G-37 solicitation Qs&As which had previously been 
incorporated by reference would now be explicitly included within the 
Solicitation Notice. The amendment to the Solicitation Notice and the 
withdrawal of the Rule G-37 solicitation Qs&As and obsolete Rule G-38 
Qs&As do not effect a substantive change in the MSRB's guidance on the 
definition of solicitation as set forth in the Solicitation Notice.
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    \9\ See Amendment No. 2 (March 17, 2006) to File No. SR-MSRB-
2005-11 (June 8, 2005).
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2. Statutory Basis
    The MSRB believes that the proposed rule change, as amended, is 
consistent with Section 15B(b)(2)(C) of the Act,\10\ which provides 
that the MSRB's rules shall: be designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, to foster cooperation and coordination with 
persons engaged in regulating, clearing, settling, processing 
information with respect to, and facilitating transactions in municipal 
securities, to remove impediments to and perfect the mechanism of a 
free and open market in municipal securities, and, in general, to 
protect investors and the public interest.
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    \10\ 15 U.S.C. 78o-4(b)(2)(C).
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    The MSRB believes that the proposed rule change is consistent with 
these provisions in that it will further investor protection and the 
public interest by ensuring that dealers understand their obligations 
under MSRB rules designed to maintain standards of fair practice and 
professionalism, thereby helping to maintain public trust and 
confidence in the integrity of the municipal securities market.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The MSRB does not believe that the proposed rule change, as 
amended, will result in any burden on competition that is not necessary 
or appropriate in furtherance of the purposes of the Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within 35 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    A. By order approve such proposed rule change, or
    B. Institute proceedings to determine whether the proposed rule 
change should be disapproved.
    The MSRB has requested accelerated approval of the proposed rule 
change. The Commission is not granting accelerated approval at this 
time in order to allow interested persons to comment on this proposal 
and on Amendment 2 to a companion proposed rule change relating to the 
definition of solicitation under MSRB Rules G-37 and G-38.\11\ The MSRB 
also requested that the Commission approve the proposal simultaneously 
with the companion proposed rule change. The

[[Page 26579]]

Commission expects to consider these proposals simultaneously after the 
close of their respective comment periods.
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    \11\ See File No. SR-MSRB-2005-11 (the ``companion proposed rule 
change'').
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change, as amended, is consistent with the Act. Comments may be 
submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml.
); or     Send an e-mail to rule-comments@sec.gov. Please include 

File Number SR-MSRB-2006-01 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris, 
Secretary, Securities and Exchange Commission, Station Place, 100 F 
Street., NE, Washington, DC 20549-1090.
    All submissions should refer to File Number SR-MSRB-2006-01. This 
file number should be included on the subject line if e-mail is used. 
To help the Commission process and review your comments more 
efficiently, please use only one method. The Commission will post all 
comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml
). Copies of the submission, all subsequent amendments, 

all written statements with respect to the proposed rule change that 
are filed with the Commission, and all written communications relating 
to the proposed rule change between the Commission and any person, 
other than those that may be withheld from the public in accordance 
with the provisions of 5 U.S.C. 552, will be available for inspection 
and copying in the Commission's Public Reference Room. Copies of such 
filing also will be available for inspection and copying at the MSRB's 
offices. All comments received will be posted without change; the 
Commission does not edit personal identifying information from 
submissions. You should submit only information that you wish to make 
available publicly. All submissions should refer to File Number SR-
MSRB-2006-01 and should be submitted on or before May 26, 2006.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\12\
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    \12\ 17 CFR 200.30-3(a)(12).
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Nancy M. Morris,
Secretary.
 [FR Doc. E6-6807 Filed 5-4-06; 8:45 am]

BILLING CODE 8010-01-P
