[Federal Register: December 30, 2004 (Volume 69, Number 250)]
[Notices]
[Page 78499-78508]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr30de04-113]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-50919; File No. SR-MSRB-2004-09]
Self-Regulatory Organizations; Notice of Filing of Proposed Rule
Change by the Municipal Securities Rulemaking Board Relating to
Advertisements of Municipal Fund Securities Under MSRB Rule G-21
December 22, 2004.
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 December 16, 2004, 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. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The MSRB has filed with the SEC a proposed rule change amending
Rule G-21, on advertising, to establish specific requirements with
respect to advertisements by brokers, dealers and municipal securities
dealers (``dealers'') relating to municipal fund securities. The MSRB
proposes an effective date for the proposed rule change of the first
calendar day of the month beginning 90 or more calendar days after SEC
approval.
Below is the text of the proposed rule change. Proposed new
language is in italic; proposed deletions are in brackets.
* * * * *
Rule G-21. Advertising.
(a)-(c) No change.
(d) New Issue Advertisements. In addition to the requirements of
section (c), all advertisements for new issue municipal securities
(other than municipal fund securities) shall [also] be subject to the
following requirements:
(i)-(ii) No change.
(e) Municipal Fund Security Advertisements. In addition to the
requirements of section (c), all advertisements for municipal fund
securities shall be subject to the following requirements:
[[Page 78500]]
(i) Required disclosures. Each advertisement for municipal fund
securities:
(A) must include a statement that:
(1) advises an investor to consider the investment objectives,
risks, and charges and expenses associated with municipal fund
securities before investing;
(2) explains that more information about municipal fund securities
is available in the issuer's official statement;
(3) if the advertisement identifies a source from which an investor
may obtain an official statement and the broker, dealer or municipal
securities dealer that publishes the advertisement is the underwriter
for one or more of the issues of municipal fund securities for which
any such official statement may be supplied, states that such broker,
dealer or municipal securities dealer is the underwriter for one or
more issues (as appropriate) of such municipal fund securities; and
(4) states that the official statement should be read carefully
before investing.
(B) that refers by name (including marketing name) to any municipal
fund security, issuer of municipal fund securities, state or other
governmental entity that sponsors the issuance of municipal fund
securities, or to any securities held as assets of municipal fund
securities or to any issuer thereof, must include the following
disclosures, as applicable:
(1) unless the offer of such municipal fund securities is exempt
from Exchange Act Rule 15c2-12 and the issuer thereof has not produced
an official statement, a source from which an investor may obtain an
official statement;
(2) if the advertisement relates to municipal fund securities
issued by a qualified tuition program under Internal Revenue Code
Section 529, a statement that advises an investor to consider, before
investing, whether the investor's or designated beneficiary's home
state offers any state tax or other benefits that are only available
for investments in such state's qualified tuition program; and
(3) if the advertisement is for a municipal fund security that the
issuer holds out as having the characteristics of a money market fund,
statements to the effect that an investment in the security is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency (unless such guarantee is provided by or on
behalf of such issuer) and, if the security is held out as maintaining
a stable net asset value, that although the issuer seeks to preserve
the value of the investment at $1.00 per share or such other applicable
fixed share price, it is possible to lose money by investing in the
security.
(C) that includes performance data must include:
(1) a legend disclosing that the performance data included in the
advertisement represents past performance; that past performance does
not guarantee future results; that the investment return and the value
of the investment will fluctuate so that an investor's shares, when
redeemed, may be worth more or less than their original cost (provided
that the disclosure with respect to investment value fluctuation is not
required for municipal fund securities that the issuer holds out as
having the characteristics of a money market fund and as maintaining a
stable net asset value); and that current performance may be lower or
higher than the performance data included in the advertisement; and
(2) if a sales load or any other nonrecurring fee is charged, the
maximum amount of the load or fee and, if the sales load or fee is not
reflected in the performance data included in the advertisement, a
statement that the performance data does not reflect the deduction of
the sales load or fee and that the performance data would be lower if
such load or fee were included.
(D) must present the statements required by clauses (A), (B) and
(C) of this paragraph, when in a print advertisement, in a type size at
least as large as and of a style different from, but at least as
prominent as, that used in the major portion of the advertisement,
provided that when performance data is presented in a type size smaller
than that of the major portion of the advertisement, the statements
required by clause (C) of this paragraph may appear in a type size no
smaller than that of the performance data. If an advertisement is
delivered through an electronic medium, the legibility requirements for
the statements required by clauses (A), (B) and (C) of this paragraph
relating to type size and style may be satisfied by presenting the
statements in any manner reasonably calculated to draw investor
attention to them. In a radio or television advertisement, the
statements required by clauses (A), (B) and (C) of this paragraph must
be given emphasis equal to that used in the major portion of the
advertisement. The statements required by clause (C) of this paragraph
must be presented in close proximity to the performance data and, in a
print advertisement, must be presented in the body of the advertisement
and not in a footnote unless the performance data appears only in such
footnote.
(ii) Performance data. Each advertisement that includes performance
data relating to municipal fund securities must present performance
data in the format, and calculated pursuant to the methods, prescribed
in paragraph (d) of Securities Act Rule 482 (or, in the case of a
municipal fund security that the issuer holds out as having the
characteristics of a money market fund, paragraph (e) of Securities Act
Rule 482), provided that:
(A) to the extent that information necessary to calculate
performance data is not available from an applicable balance sheet
included in a registration statement, or from a prospectus, the broker,
dealer or municipal securities dealer shall use information derived
from the issuer's official statement, otherwise made available by the
issuer or its agents, or (when unavailable from the official statement,
the issuer or the issuer's agents) derived from such other sources
which the broker, dealer or municipal securities dealer reasonably
believes are reliable;
(B) if the issuer first began issuing the municipal fund securities
fewer than one, five, or ten years prior to the date of the submission
of the advertisement for publication, such shorter period shall be
substituted for any otherwise prescribed longer period in connection
with the calculation of average annual total return or any similar
returns;
(C) performance data shall be calculated as of the most recent
calendar quarter ended prior to the submission of the advertisement for
publication for which such performance data, or all information
required for the calculation of such performance data, is available to
the broker, dealer or municipal securities dealer as described in
clause (A) of this paragraph;
(D) where such calculation is required to include expenses accrued
under a plan adopted under Investment Company Act Rule 12b-1, the
broker, dealer or municipal securities dealer shall include all such
expenses as well as any expenses having the same characteristics as
expenses under such a plan where such a plan is not required to be
adopted under said Rule 12b-1 as a result of Section 2(b) of the
Investment Company Act of 1940;
(E) in calculating tax-equivalent yields or after-tax returns, the
broker, dealer or municipal securities dealer shall assume that any
unreinvested distributions are used in the manner intended with respect
to such municipal fund securities in order to qualify for any federal
tax-exemption or other
[[Page 78501]]
federally tax-advantaged treatment with respect to such distributions,
provided that:
(1) the advertisement must also provide a general description of
how federal law intends that such distributions be used and disclose
that such yield or return would be lower if distributions are not used
in this manner; and
(2) if the then-effective federal income tax treatment upon which
such yield or return was based is subject to lapse or other adverse
change without extension or change of federal law, the advertisement
must disclose this fact and that such yield or return would be lower if
the then-effective federal income tax treatment is not extended or
otherwise changed.
(F) notwithstanding any of the foregoing, this paragraph shall
apply solely to the calculation of performance relating to municipal
fund securities and does not apply to, or limit the applicability of
any rule of the Commission, NASD or any other regulatory body relating
to, the calculation of performance for any security held as an
underlying asset of the municipal fund securities.
(iii) Nature of issuer and security. An advertisement for a
specific municipal fund security must provide sufficient information to
identify such specific security in a manner that is not false or
misleading. An advertisement that identifies a specific municipal fund
security must include the name of the issuer (or the issuer's marketing
name for its issuance of municipal fund securities, together with the
state of the issuer), presented in a manner no less prominent than any
other entity identified in the advertisement, and must not imply that a
different entity is the issuer of the municipal fund security. An
advertisement must not raise an inference that, because municipal fund
securities are issued under a government-sponsored plan, investors are
guaranteed against investment losses if no such guarantee exists. If an
advertisement concerns a specific class or category of an issuer's
municipal fund securities (e.g., A shares versus B shares; direct sale
shares versus advisor shares; in-state shares versus national shares;
etc.), this must clearly be disclosed in a manner no less prominent
than the information provided with respect to such class or category.
(iv) Capacity of dealer and other parties. An advertisement that
relates to or describes services provided with respect to municipal
fund securities must clearly indicate the entity providing those
services. If any person or entity other than the broker, dealer or
municipal securities dealer is named in the advertisement, the
advertisement must reflect any relationship between the broker, dealer
or municipal securities dealer and such other person or entity. An
advertisement soliciting purchases of municipal fund securities that
would be effected by a broker, dealer or municipal securities dealer or
any other entity other than the broker, dealer or municipal securities
dealer that publishes the advertisement must identify which entity
would effect the transaction, provided that the advertisement may
identify one or more such entities in general descriptive terms but
must specifically name any such other entity if it is the issuer, an
affiliate of the issuer, or an affiliate of the broker, dealer or
municipal securities dealer that publishes the advertisement.
(v) Tax consequences and other features. Any discussion of tax
implications or other benefits or features of investments in municipal
fund securities included in an advertisement must not be false or
misleading. In the case of an advertisement that includes statements
regarding tax or other benefits offered in connection with such
municipal fund securities or otherwise offered under state or federal
law, the advertisement also must state that the availability of such
tax or other benefits may be conditioned on meeting certain
requirements. If the advertisement describes the nature of specific
benefits, such advertisement must also briefly name the factors that
may materially limit the availability of such benefits (such as
residency, purpose for or timing of distributions, or other factors, as
applicable). Such statements of conditions or limitations must be
presented in close proximity to, and in a manner no less prominent
than, the description of such benefits.
(vi) Underlying registered securities. If an advertisement for a
municipal fund security provides specific details of a security held as
an underlying asset of the municipal fund security, the details
included in the advertisement relating to such underlying security must
be presented in a manner that would be in compliance with any
Commission or NASD advertising rules that would be applicable if the
advertisement related solely to such underlying security; provided that
details of the underlying security must be accompanied by any further
statements relating to such details as are necessary to ensure that the
inclusion of such details does not cause the advertisement to be false
or misleading with respect to the municipal fund securities advertised.
This paragraph does not limit the applicability of any rule of the
Commission, NASD or any other regulatory body relating to
advertisements of securities other than municipal fund securities,
including advertisements that contain information about such other
securities together with information about municipal securities.
(f) [(e)] No change.
* * * * *
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
Rule G-21, on advertising, establishes standards for dealer
advertisements relating to municipal securities. The MSRB has
previously provided interpretive guidance to dealers regarding the
application of these standards to advertisements of municipal fund
securities.\3\ The proposed rule change amends Rule G-21 to establish
specific standards applicable solely to dealer advertisements of
municipal fund securities. In particular, the proposed rule change
incorporates the advertising standards enunciated in the 2002 Notice
[[Page 78502]]
into Rule G-21, with certain modifications. In addition, the proposed
rule change includes specific requirements regarding the calculation
and display of performance data for municipal fund securities in a
manner consistent with Rule 482 adopted by the SEC under the Securities
Act of 1933, as amended (the ``Securities Act''),\4\ in connection with
the advertisement of mutual fund performance. The proposed rule change
also includes general disclosure requirements regarding municipal fund
securities that are similar in most respects to generalized disclosures
currently required for mutual fund advertisements under SEC rules.
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\3\ See Rule G-21 Interpretation--Application of Fair Practice
and Advertising Rules to Municipal Fund Securities, May 14, 2002,
reprinted in MSRB Rule Book (the ``2002 Notice''). The 2002 Notice
also confirmed previous guidance on advertisements of municipal fund
securities published in 2001. See Rule G-30 Interpretation--
Interpretive Notice on Commissions and Other Charges, Advertisements
and Official Statements Relating to Municipal Fund Securities,
December 19, 2001, reprinted in MSRB Rule Book. Municipal fund
securities are municipal securities issued by an issuer that, but
for the application of Section 2(b) of the Investment Company Act of
1940, as amended (the ``Investment Company Act''), would constitute
an investment company within the meaning of the Investment Company
Act. The most common forms of municipal fund securities sold by
dealers consist of interests in trusts established by states as
qualified tuition programs under Section 529 of the Internal Revenue
Code of 1986, as amended (``529 college savings plans''), and
interests in local government investment pools (``LGIPs'').
\4\ 15 U.S.C. 77a et seq.
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General Disclosures
The proposed rule change includes in clauses (A) and (B) of Rule G-
21(e)(i) disclosure provisions modeled after SEC general disclosure
requirements for mutual fund advertisements, with certain
modifications. The modifications recognize the difference between the
prospectus required for mutual funds and the official statement
indirectly required for municipal fund securities under Rule 15c2-12
adopted by the SEC under the Act,\5\ as well as other differences in
characteristics between municipal fund securities and mutual funds.
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\5\ SEC Rule 15c2-12 provides, among other things, that the
underwriter for most primary offerings of municipal securities must
obtain and review the issuer's near-final official statement before
purchasing or offering the securities, contract with the issuer to
receive copies of the final official statement within specified time
frames after the final agreement to purchase or offer the
securities, and distribute copies of the official statement to
potential customers upon request. For purposes of the rule, a final
official statement must set forth information concerning the terms
of the issue; information, including financial or operating data,
concerning the issuer and other entities, enterprises, funds,
accounts and other persons material to an evaluation of the
offering; and a description of undertakings regarding the provision
of secondary market information, as well as disclosure of any
failures to provide such information during the past five years. A
final official statement need not contain each item of information
required to be included in a prospectus under the Securities Act.
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New section (e)(i)(A) of Rule G-21 requires that all dealer
advertisements relating to municipal fund securities include
generalized disclosure that: (1) Advises investors to consider the
investment objectives, risks, and charges and expenses associated with
municipal fund securities before investing; (2) explains that more
information about municipal fund securities is available in the
issuer's official statement; (3) if the advertisement identifies a
source from which an investor may obtain an official statement and the
dealer that publishes the advertisement is the underwriter for the
municipal fund securities for which such official statement may be
supplied, states that such dealer is the underwriter for such municipal
fund securities; and (4) states that the official statement should be
read carefully before investing. The disclosures required in clauses
(1), (2), and (4) of Rule G-21(e)(i)(A) are substantially similar to
the analogous disclosures required under section (b)(1)(i) of SEC Rule
482 in connection with a mutual fund advertisement that would be
considered a prospectus under the Securities Act. The disclosure
required in clause (3) of Rule G-21(e)(i)(A) is substantially similar
to the analogous disclosure required under section (b) of Rule 135a
adopted by the SEC under the Securities Act in connection with generic
mutual fund advertisements.
New section (e)(i)(B) of Rule G-21 requires that all dealer
advertisements that refer by name (including marketing name) to any
municipal fund security, issuer of municipal fund securities,
governmental entity that sponsors the issuance of municipal fund
securities, or to any securities held as assets of municipal fund
securities or to any issuer of such securities held as assets, must
include additional disclosure that: (1) Identifies a source from which
an investor may obtain an official statement; (2) if the advertisement
relates to municipal fund securities issued through a 529 college
savings plan, advises an investor to consider, before investing,
whether the investor's or designated beneficiary's home state offers
any state tax or other benefits that are only available for investments
in such state's 529 college savings plan; and (3) if the advertisement
is for a municipal fund security that the issuer holds out as having
the characteristics of a money market fund, states that an investment
in the security is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency (unless such
guarantee is provided by or on behalf of such issuer) and that, if the
security is held out as maintaining a stable net asset value, although
the issuer seeks to preserve the value of the investment at a fixed
share price, it is possible to lose money by investing in the security.
The disclosure required in clause (1) of Rule G-21(e)(i)(B) is
substantially similar to the analogous disclosure required under
section (b)(1)(i) of SEC Rule 482. The disclosure required in clause
(3) of Rule G-21(e)(i)(B) is substantially similar to the analogous
disclosure required under section (b)(4) of SEC Rule 482. The
disclosure required in clause (2) of Rule G-21(e)(i)(B) is not derived
from SEC mutual fund advertising rules but is analogous to the point-
of-sale disclosure obligation under Rule G-17 described in the 2002
Notice.\6\
New section (e)(i)(D) of Rule G-21 requires that these general
disclosures be presented in the same format required under SEC Rule
482.
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\6\ The specific disclosure required in the proposed rule change
is somewhat broader than that currently required under the point-of-
sale disclosure obligation described in the 2002 Notice. The MSRB
expects to file with the SEC in the near future a proposed rule
change that expands this point-of-sale disclosure requirement under
Rule G-17 to also reference the possible existence of other non-tax
state benefits. See MSRB Notice 2004-16 (June 10, 2004).
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Historical Performance Data
The proposed rule change establishes in new section (e)(ii) of Rule
G-21 specific requirements with respect to the inclusion of performance
data in municipal fund security advertisements.
Calculation and Display of Performance Data. Under the proposed
rule change, such advertisements must comply with the method of
computing and displaying performance data for mutual funds as
prescribed in section (d) or (e) of SEC Rule 482, with certain
modifications described below. In effect, for municipal fund securities
other than those that are held out by the issuer as having the
characteristics of a money market fund, quotations of performance in an
advertisement are limited to the average annual total return, current
yield (but only if accompanied by average annual total return), tax-
equivalent yield (but only if accompanied by average annual total
return and current yield), after-tax return (but only if accompanied by
average annual total return), or other non-prescribed performance
measures (but only if accompanied by average annual total return and,
if adjusted to reflect the effects of taxes, after-tax return), as
provided in SEC Rule 482(d). In the case of municipal fund securities
that are held out by the issuer as having the characteristics of a
money market fund, quotations of performance in an advertisement are
limited to the current yield, effective yield (but only if accompanied
by current yield), tax-equivalent yield or tax-equivalent effective
yield (but only if accompanied by current yield), or total return (but
only if accompanied by current yield), as provided in SEC Rule
482(e).\7\
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\7\ SEC Rule 482 incorporates the calculation methods set forth
in Forms N-1, N-3, and N-4 for purposes of calculating the various
types of quotations described in the rule. These methods are also
incorporated into Rule G-21(e)(ii).
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[[Page 78503]]
Clauses (A) through (E) of Rule G-21(e)(ii) modify the basic
performance data calculation methods established for mutual funds to
reflect the fact that certain items of information that exist in the
mutual fund industry--such as the registration statement and the
specific items of information required to be disclosed in the
prospectus and statement of additional information--do not exist for
municipal fund securities, as well as to reflect other differences in
characteristics between municipal fund securities and mutual funds.
Thus, Rule G-21(e)(ii) provides that: (A) A dealer can use information
provided in the issuer's official statement, otherwise made available
by the issuer, or otherwise obtained from other reliable sources to
calculate performance to the extent such information is not available
from a balance sheet in a registration statement or from a prospectus;
(B) the life of a municipal fund securities issue should be measured
from when the issuer first issues the securities; (C) performance data
in advertisements must be calculated as of the most recent calendar
quarter ended prior to the submission of the advertisement for
publication for which such performance data, or all information
required for the calculation of such performance data, is available to
the dealer; \8\ (D) expenses having the same characteristics as those
permitted to be paid under Rule 12b-1 adopted by the SEC under the
Investment Company Act but not technically accrued under a 12b-1 plan
must be treated as 12b-1 expenses for purposes of calculating
performance; \9\ and (E) in calculating tax-equivalent yields or after-
tax returns, the dealer shall assume that any unreinvested
distributions are used in a manner that qualifies for any federal tax-
exemption or other federally tax-advantaged treatment with respect to
such distributions, provided that: (1) The advertisement also provides
a general description of how federal law intends such distributions be
used and discloses that such yield or return would be lower if
distributions are not used in this manner; and (2) if the federal
income tax treatment upon which such yield or return is based is
subject to lapse or other adverse change without extension or change of
federal law, the advertisement must disclose this fact and that such
yield or return would be lower if the Federal income tax treatment is
not extended or otherwise changed.
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\8\ As noted in footnote 17 and accompanying text, infra, the
MSRB is publishing for comment concurrent with this filing a draft
amendment that would modify this clause (C).
\9\ Thus, asset-based charges paid to the program manager or
investment advisor, to the issuer or its agents, or to any other
party generally are to be treated as 12b-1 expenses for purposes of
calculating performance even if any such charges may not technically
be paid under a formal 12b-1 plan. In addition, any 12b-1 expenses
incurred in connection with underlying assets of the municipal fund
securities also must be treated as 12b-1 expenses of the municipal
fund securities to the extent that such expenses are not waived or
not included within the asset-based charges described in the
preceding sentence.
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Performance data included in municipal fund security advertisements
are required to be displayed in the manner provided in section (d) or
(e) of SEC Rule 482, as appropriate, with respect to prominence and
positioning of information.
Disclosures Accompanying Performance Data. New Section (e)(i)(C) of
Rule G-21 requires that advertisements that include performance data
for municipal fund securities also include certain related legends and
disclosures modeled after those required under SEC Rule 482 for mutual
funds advertisements that display performance information. These
disclosures emphasize that the performance data is historical and does
not guarantee future results, that the value of holdings is subject to
fluctuation (except where the municipal fund security is held out as
having the characteristics of a money market fund and as maintaining a
stable net asset value), and that current performance may be different
from the performance data included in the advertisement.\10\
Advertisements containing performance data also are required to include
the maximum amount of any sales load or other nonrecurring fee and, if
such load or fee is not reflected in the performance data, to disclose
that the load or fee is not so reflected and that performance would be
lower if it had been reflected. These nonrecurring fees that are
subject to disclosure include such fees imposed not only by the dealer
but also by the issuer or any other party to the issuance of the
municipal fund securities or the maintenance of investments therein.
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\10\ As noted in footnote 17 and accompanying text, infra, the
MSRB is publishing for comment concurrent with this filing a draft
amendment that would modify this provision.
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New Section (e)(i)(D) requires that these legends and disclosures
be presented in the same format required under SEC Rule 482.
Additional Requirements
The proposed rule change includes in new paragraphs (iii) through
(vi) of Rule G-21(e) additional requirements with respect to municipal
fund security advertisements, based largely on interpretive guidance
provided in the 2002 Notice.
Nature of Issuer and Security. New paragraph (iii) requires that an
advertisement: (1) for a specific municipal fund security provide
sufficient information to identify the security in a manner that is not
false or misleading; (2) that identifies a specific municipal fund
security include the name of the issuer (or its marketing name,
including state), presented in a manner no less prominent than any
other entity identified in the advertisement, and not imply that a
different entity is the issuer; (3) not raise an inference that,
because municipal fund securities are issued under a government-
sponsored plan, investors are guaranteed against investment losses if
no such guarantee exists; and (4) that concerns a specific class or
category of municipal fund securities (e.g., A shares versus B shares;
direct sale shares versus advisor shares; in-state shares versus
national shares; etc.) clearly disclose this fact in a manner no less
prominent than the information provided with respect to such class or
category.
Capacity of Dealer and Other Parties. New paragraph (iv) requires
an advertisement about services provided with respect to municipal fund
securities to clearly indicate the entity providing such services. If
any person or entity other than the dealer is named in the
advertisement, it must reflect any relationship between the dealer and
such other person or entity. An advertisement soliciting purchases that
would be effected by any party other than the dealer that publishes the
advertisement (i.e., the issuer or another dealer) must identify which
entity would effect the transaction, provided that it may identify one
or more such entities in general descriptive terms but must
specifically name any such other entity if it is the issuer, an
affiliate of the issuer, or an affiliate of the dealer that publishes
the advertisement.
Tax Consequences and Other Features. New paragraph (v) requires
that any discussion of tax implications or other benefits or features
of investments in municipal fund securities included in an
advertisement not be false or misleading. If an advertisement includes
statements regarding tax or other benefits offered in connection with
such municipal fund securities or otherwise offered under state or
federal law, it must also state that the availability of such tax or
other benefits may be conditioned on meeting certain requirements. If
the advertisement describes the nature of specific benefits, such
advertisement must also briefly name the factors that may materially
limit the availability of
[[Page 78504]]
such benefits (such as residency, purpose for or timing of
distributions, or other factors, as applicable).\11\ Such statements of
conditions or limitations must be presented in close proximity to, and
in a manner no less prominent than, the description of such benefits.
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\11\ For example, if an advertisement notes that investors in a
particular 529 college savings plan may qualify for scholarships or
matching grants, it may also need to state that such scholarships or
matching grants are available only for attendance at in-state
colleges or to in-state investors, if that is in fact the case.
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Underlying Registered Securities. New paragraph (vi) requires that,
if an advertisement for a municipal fund security provides specific
details of a security held as an underlying asset of the municipal fund
security, the details included in the advertisement relating to such
underlying security be presented in a manner that would be in
compliance with any SEC or NASD advertising rules that would be
applicable if the advertisement related solely to such underlying
security. Details of the underlying security included in the
advertisement must be accompanied by any further statements necessary
to ensure that the inclusion of such details does not cause the
advertisement to be false or misleading with respect to the municipal
fund securities advertised. This provision does not limit the
applicability of any rule of the SEC, NASD or any other regulatory body
relating to advertisements of securities other than municipal fund
securities, including advertisements that contain information about
such other securities together with information about municipal fund
securities.
Exemption From New Issue Price/Yield Requirement
The proposed rule change exempts municipal fund security
advertisements from the provision of Rule G-21(d) relating to
advertisements of initial reoffering prices or yields of new issue
municipal securities. This provision is designed for advertisements by
underwriting syndicates for municipal debt offerings and does not deal
with matters relevant to municipal fund securities.
2. Statutory Basis
The MSRB believes that the proposed rule change is consistent with
section 15B(b)(2)(C) of the Act,\12\ which requires that the rules of
the MSRB 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* * *.\13\
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\12\ 15 U.S.C. 78o-4(b)(2)(C).
\13\ Id.
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The MSRB believes that the proposed rule change is consistent with
the Act because it will further investor protection by raising the
standards for advertisements of municipal fund securities and by making
information provided in such advertisements comparable for different
municipal fund securities investments and between municipal fund
securities and registered mutual funds.
B. Self-Regulatory Organization's Statement on Burden on Competition
The MSRB does not believe that the proposed rule change will impose
any burden on competition not necessary or appropriate in furtherance
of the purposes of the Act since it would apply equally to all dealers.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
On June 10, 2004, the MSRB published for comment draft rule changes
to Rule G-21 with respect to advertisements of municipal fund
securities.\14\ The MSRB received eight comment letters.\15\ After
reviewing these comments, the MSRB approved the draft amendments, with
certain modifications, for filing with the SEC. The comments and
modifications to the draft amendments are discussed below.
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\14\ See MSRB Notice 2004-16 (June 10, 2004).
\15\ Letter from Kenneth B. Roberts, Hawkins Delafield & Wood
LLP (``Hawkins''), to Ernesto A. Lanza, Senior Associate General
Counsel, MSRB, dated August 20, 2004; letter from Mary L. Schapiro,
Vice Chairman, NASD, and President, Regulatory Policy and Oversight,
to Ernesto A. Lanza, dated September 9, 2004; letter from Tamara K.
Salmon, Senior Associate Counsel, Investment Company Institute
(``ICI''), to Ernesto A. Lanza, dated September 10, 2004; letter
from David J. Pearlman, College Savings Foundation (``CSF''), to
Ernesto A. Lanza, dated September 13, 2004; letter from Elizabeth L.
Bordowitz, General Counsel, Finance Authority of Maine (``FAME''),
to Ernesto A. Lanza, dated September 13, 2004; letter from Diana F.
Cantor, Chair, College Savings Plan Network (``CSPN''), and
Executive Director, Virginia College Savings Plan, to Ernesto A.
Lanza, dated September 15, 2004; letter from Elizabeth Varley and
Michael D. Udoff, Co-Staff Advisers, Securities Industry Association
(``SIA'') Ad Hoc 529 Plans Committee, to Ernesto A. Lanza, dated
September 15, 2004; and letter from Raquel Alexander, PhD, Assistant
Professor, and LeAnn Luna, PhD, Assistant Professor, University of
North Carolina at Wilmington, to Ernesto A. Lanza, dated September
15, 2004. Most commentators also provided comments on the proposed
modification to the MSRB's existing point-of-sale disclosure
obligation relating to sales of out-of-state 529 college savings
plans, as described in the June notice. The MSRB expects to file
with the SEC in the near future a proposed rule change that expands
this point-of-sale disclosure requirement under Rule G-17 to also
reference the possible existence of other non-tax state benefits.
The MSRB will address comments on this subject at that time.
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General Disclosures
Summary of Draft Amendment. Draft Rule G-21(e)(i)(A) would require
dealer advertisements of municipal fund securities to include
generalized disclosure to the effect that investors should consider the
securities' investment objectives, risks and charges before investing;
that more information about the securities is available in the issuer's
official statement; identifies where an official statement can be
obtained; and states that the official statement should be read
carefully before investing. Advertisements of 529 college savings plans
also must advise investors to consider whether their home states offer
state tax or other benefits only available for investments in the in-
state plans. Further, advertisements for municipal fund securities that
are marketed as money market securities would be required to disclose
that investments are not insured and, if marketed as maintaining a
stable net asset value, it is still possible to lose money. These
disclosures would be required to be given emphasis equal to that used
in the major portion of the advertisement. In addition, the MSRB sought
comment on whether the rule should require that dealers that advertise
529 college savings plans include in their generalized disclosure
language the URL of an MSRB-maintained Web site where investors can
obtain general information about the 529 college savings plan market.
Discussion of Comments. Commentators generally supported the
proposed general disclosures, with several providing suggested changes.
State tax and other benefits--Three commentators
representative of, or generally acting on behalf of, state issuers
suggested modifications to the language relating to the potential
benefits of investing in an in-state plan. CSPN and FAME stated that
the proposed language should reflect that some benefits may be
dependent on the designated beneficiary's home state (rather than or in
addition to the home state of the investor). Hawkins suggested that if
a state's 529 college savings plan is offered solely within that state
and an advertisement of such plan is
[[Page 78505]]
distributed solely within such state, the advertisement should be
exempted from the proposed disclosure regarding potential benefits of
investing in an in-state plan.
The MSRB agrees that the general disclosure language in Rule G-
21(e)(i)(B)(2) should be modified to include reference to the
designated beneficiary when discussing the benefits of in-state
investments. However, the MSRB does not believe that the additional
changes suggested by the commentators should be made. The MSRB believes
that disclosure of potential in-state benefits should apply to all 529
college savings plan advertisements, even if the advertisement for a
529 college savings plan offered solely within a particular state is
distributed solely within that state, as this would ensure uniform
practices and avoid sometimes difficult factual determinations.
Advertisements with limited information--Several
commentators (CSF, CSPN, FAME and SIA) suggested that the proposed
amendments permit an abbreviated form of the general disclosures for
purposes of radio and television advertisements in view of the limited
amount of time available in such advertisements to provide all required
information. SIA argued that the requirement that equal prominence be
given to the general disclosures would result in the advertisement's
intended message being lost. CSF stated that the practical consequence
of this requirement would quite possibly be that there would be no more
radio or television advertisements of 529 college savings plans by
dealers. CSF and SIA suggested that a broadcast advertisement that
merely presents the dealer's name and address, the name of the 529
college savings plan and the name of the sponsoring state be permitted
to substitute an abbreviated reference to the official statement for
further information. SIA further suggested that such a broadcast
advertisement urge the investor to read the official statement
carefully before investing and state how an investor may obtain the
official statement.
The MSRB notes that SEC Rule 135a effectively permits the use of
certain types of mutual fund advertisements containing very limited
information without including the disclosures required under SEC Rule
482. SEC Rule 135a covers advertisements that include no more than
explanatory information relating to mutual funds generally and/or to
specific categories of mutual funds, as well as an invitation to
inquire for further information. Such advertisements must contain the
name and address of the dealer sponsoring the advertisement and whether
the dealer is the principal underwriter of any mutual fund with respect
to which information will be sent to any investor who asks for more
information. However, such advertisements must not specifically refer
by name to any mutual fund or fund family.
The suggestion of CSF and SIA would provide for including the name
of the 529 college savings plan and its sponsoring state, unlike under
SEC Rule 135a. However, their proposal would provide for retaining
certain of the general disclosures of the proposal that are not
otherwise required under SEC Rule 135a. The MSRB believes that the
general disclosure provision should be modified to permit more
abbreviated general disclosures, set forth in Rule G-21(e)(i)(A), where
an advertisement does not refer by name (including marketing name) to
any specific municipal fund security, issuer of municipal fund
securities or state or other governmental entity that sponsors the
issuance of municipal fund securities, or to any securities held as
assets of municipal fund securities or to any issuer of such securities
held as assets. Such disclosures would be limited to statements
advising investors to consider the investment objectives, risks and
charges of municipal fund securities before investing; that more
information about municipal fund securities is available in the
issuer's official statement; and that the official statement should be
read carefully before investing. Because these disclosures would be
considerably shorter than otherwise required, the MSRB does not believe
that the equal prominence requirement for such statements should be
changed. Further, the MSRB does not believe that dealers should be
permitted to identify a specific product in advertisements where only
these more abbreviated general disclosures are provided. Any
advertisement that specifically identifies a product must also include
the general disclosures set forth in Rule G-21(e)(i)(B), as applicable.
Reference to MSRB Web site--Most commentators stated that
the MSRB should not require that 529 college savings plan
advertisements include reference to an MSRB-maintained Web site on 529
college savings plans, and no commentator supported such a requirement.
The MSRB will take no further action with respect to such proposal at
this time. However, the MSRB will continue to maintain and update its
existing Web pages, at http://www.msrb.org/msrb1/mfs, that provide
generalized information about municipal fund securities.
Applicability to LGIPs--Hawkins suggested that the general
disclosure provisions be made inapplicable to advertisements of LGIPs,
arguing that the required references to the official statement are
inappropriate because official statements are not typically prepared
for LGIPs. The MSRB understands that most LGIPs do in fact prepare
official statements (often referred to as information statements), and
dealers marketing LGIPs generally are subject to SEC Rule 15c2-12.
Therefore, the MSRB has not exempted dealer advertisements of LGIPs
from the rule requirements.
Performance Data
Summary of Proposal. Draft Rule G-21(e)(ii) would require
advertisements that include performance data to comply with the method
of computing and displaying mutual fund performance data provided under
SEC Rule 482, with certain modifications. Among other things, the draft
amendment would require that performance data shown in an advertisement
be calculated as of the most recent calendar quarter for which such
data, or all information required to calculate such performance data,
is reasonably available to the dealer. SEC Rule 482 requires that such
data be shown in mutual fund advertisements as of the most recent
calendar quarter but does not make the determination of which calendar
quarter is the most recent dependent upon the availability of such
data.
In addition, draft Rule G-21(e)(i) would require certain related
disclosures for municipal fund securities advertisements that contain
performance data. The disclosures emphasize that the performance
information is historical and does not guarantee future results, the
value of holdings is subject to fluctuation, and current performance
may be lower or higher than the performance quoted. Advertisements
containing performance data also would be required to include basic
information about sales loads and other nonrecurring fees and note the
impact of such loads or fees on performance as shown. The disclosures
must be given emphasis equal to that of the performance data itself.
These disclosures are required under SEC Rule 482 in mutual funds
advertisements that display performance information.
Discussion of Comments. Commentators generally supported the
proposed performance data calculation methods and related legends and
[[Page 78506]]
disclosures, with several providing suggested changes.
Most recent quarterly performance data--NASD stated that
the difference in the language regarding the timing of quarterly data
used in Rule G-21 as compared to the language used in SEC Rule 482
``appears to give dealers latitude'' that ``may undermine the ability
of investors to compare different municipal fund securities programs,
or even the same program offered by different dealers who impose
varying end dates for their performance calculation. At a minimum, the
disparity between the language in Rule 482 and the MSRB's proposal
would create confusion for broker-dealers that must comply with both
provisions.''
The language used in the draft amendment was not designed to give
dealers latitude in deciding which timeframes to include in
advertisements, nor would it normally lead to a different result under
the draft rule as compared to SEC Rule 482.\16\ Rather, the language
reflects the MSRB's recognition that its rulemaking should not be used
to indirectly regulate state issuers in structuring their programs and
that a state's structure might result in making compliance with the
specific language of Rule 482 impossible without forcing a change in
the structure. However, to mitigate the possibility of unintended
ambiguity and possible inconsistent application of the rule between
different dealers, the MSRB has modified the language of Rule G-
21(e)(ii)(C) to provide that calculations must be made as of the most
recent quarter for which necessary information is available, rather
than when such information is reasonably available. Dealers wishing to
advertise performance would be tasked with taking all appropriate
actions necessary to obtain information that is in fact available for
purposes of such calculation.
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\16\ The MSRB notes that SEC Rule 482(g) provides a basic
timeliness standard based on the ``most recent practicable date
considering the type of investment company and the media through
which data will be conveyed'' that also could be viewed as giving
some latitude in deciding which timeframes to include in
advertisements.
---------------------------------------------------------------------------
Most recent month-end performance data--ICI and NASD
suggested that the MSRB add a requirement that dealers include in
municipal fund security advertisements that contain performance data a
phone number or Web address where investors may obtain performance data
current to the most recent month-end. They stated that this would make
the MSRB's advertising rule consistent with the similar requirement
established under SEC Rule 482. Rule 482 requires that mutual fund
advertisements that show performance data also include a phone number
or Web site address at which performance data may be obtained that is
current to the most recent month, available no later than seven
business days after the end of the month. This requirement was not
included in draft Rule G-21(e). Concurrent with the filing of this
proposed rule change, the MSRB is publishing for industry comment a
draft amendment to Rule G-21 that would require inclusion in dealer
advertisements that contain performance data for municipal fund
securities of a phone number or Web address where investors may obtain
performance data current to the most recent month-end.\17\
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\17\ See MSRB Notice 2004-43 (December 16, 2004).
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Affect of federal tax treatment of 529 plans--The MSRB
sought comment on whether the methods of calculating performance
provided under SEC Rule 482, as modified by the draft amendments, were
appropriate for municipal fund securities. ICI stated that ``the
proposed modifications satisfactorily address any disparities that
should be taken into account in incorporating the provisions of Rule
482 into Rule G-21.'' CSPN and FAME strongly supported the effort to
develop a uniform method of calculating performance. They suggested
that the MSRB establish basic assumptions that 529 college savings plan
distributions will be used in a manner that would preserve their tax-
exempt nature (with a footnote to the effect that after-tax returns
would differ if current law sunsets). In addition, they suggested that
after-tax returns should not be required to be shown for 529 college
savings plan advertisements since such investments are intended to be
tax-exempt.
The MSRB does not believe that such assumptions about the tax-
exempt nature of 529 college savings plan investments should apply for
all purposes of calculating performance. Thus, the baseline total
return calculation would continue to ignore all tax effects. However,
in calculating tax-equivalent yields or after-tax returns, the MSRB
believes it is appropriate to assume that unreinvested distributions
are used for purposes that would maintain any intended federal tax
benefit, as set forth in Rule G-21(e)(ii)(E). Such assumption would
require that the advertisement include a general description of how
federal law intends that such distributions be used to maintain the
favorable tax treatment and a disclosure that the tax-equivalent yield
or after-tax return would be lower if distributions are not used in
such manner. In addition, if the favorable tax treatment is subject to
lapse or other adverse change without extension or other change of law,
the advertisement must disclose this fact and that such yield or return
would be lower if the favorable tax treatment is not extended or
otherwise changed.
Further, the MSRB does not believe that the provision requiring the
inclusion of after tax-return should be eliminated. The only
circumstance in which a dealer would be required to show after-tax
return is if the advertisement also includes a performance measure that
is adjusted to reflect the effect of taxes (e.g., a tax equivalent
return intended to show how the tax benefits of investing in 529
college savings plans compares to other fully taxable investments).
Under this circumstance, it is appropriate that the advertisement also
include performance that does not include such adjustment.
Additional Requirements
Draft Rule G-21 would incorporate, with certain modifications,
several existing interpretive positions from the 2002 Notice.
Commentators generally supported the incorporation of these positions
into the rule, with several providing suggested changes.
Nature of Issuer and Security--Draft Rule 21(e)(iii) would
require, among other things, that an advertisement that identifies a
specific municipal fund security include the name of the issuer
presented in a manner no less prominent than any other entity
identified in the advertisement.
CSF argued that, in some cases, providing the name of the legal
issuer in connection with 529 college savings plan securities may not
help consumers understand the nature of the issuer and may result in
confusion since the legal issuer may be an obscure state trust. CSF
suggested that it would be more helpful to identify the 529 college
savings plan by marketing name, together with the name of the state
that establishes and maintains the plan. CSF also suggested that
dealers be permitted to include the marketing logo, rather than a logo
of the legal issuer, in advertisements, which logo should appear at
least as prominently as the dealer's logo. SIA stated that the
requirement that the issuer's name be given equal prominence to that of
the dealer is unnecessary and subject to second guessing. SIA argued
that the policy objective of the proposed rule, which is to prevent
investor confusion
[[Page 78507]]
as to who the issuer of the security is, is satisfied by the other
requirements set forth in this section that the issuer be identified
and that the advertisement not imply that another entity is the issuer
of the security.
The MSRB believes that it is appropriate to permit dealers to use
the marketing name and state of a 529 college savings plan in
substitution for the legal name of the issuer. However, the MSRB does
not agree that such issuer information should be permitted to be
presented in a manner that is less prominent than any other entity
identified in the advertisement. This provision would also permit the
use of the 529 college savings plans logo, so long as such logo is
presented in a manner no less prominent than any other entity's logo
included in the advertisement.
Capacity of Dealer and Other Parties--Draft Rule 21(e)(iv)
would require an advertisement that relates to or describes services
provided with respect to municipal fund securities to clearly indicate
the entity providing such services. In addition, an advertisement
soliciting purchases of municipal fund securities that would be
effected by any party other than the dealer that publishes the
advertisement (i.e., the issuer or another dealer) must clearly state
which entity would effect the transaction.
CSF and SIA argued that many 529 college savings plans are marketed
through hundreds of dealers and it would be extremely difficult if not
impossible for a primary distributor to list in its advertisement all
such dealers. CSF suggested that only dealers that are affiliates of
the dealer publishing the advertisement and, if applicable, the issuer
itself be required to be identified by name in such advertisements.
NASD stated that this provision resembles, but is not identical to,
NASD Rule 2210(d)(2)(C), which generally requires that all sales
material prominently disclose the name of the member and, if it
includes other names, reflect which products or services are being
offered by the member.
It was not the intent of the original proposal to require that a
primary distributor list its many hundreds of selling dealers used in
the 529 college savings plan's distribution channels. The MSRB has
modified this provision so that the only parties effecting transactions
in municipal fund securities that must be specifically named in an
advertisement are the dealer publishing the advertisement, any other
dealer affiliated with such dealer and the issuer, as applicable. In
addition, the rule language has been revised to more closely track the
NASD requirement that, if any parties other than the dealer is named in
a municipal fund securities advertisement, the products or services
offered by such parties in connection with such municipal fund
securities must be stated.
Tax Consequences and Other Features--Draft Rule 21(e)(v)
would require, among other things, that an advertisement that includes
statements regarding tax or other benefits offered under state or
federal law must make clear the nature of such benefits and that the
availability of such benefits may be materially limited based upon
residency, purpose for or timing of share redemptions, or other
factors, as applicable. These limitations would be required to be
described in the advertisement in close proximity to, and in a manner
no less prominent than, the description of such benefits.
CSF argued that state tax treatment of 529 college savings plans is
extremely complex and that not all variations in state treatment will
be a benefit to in-state investors. It suggested that the reference in
the rule language to ``state tax or other benefits'' should be changed
to ``different state tax or other consequences.'' CSF also expressed
concern over the proposal's requirement that an advertisement that
includes information about tax or other state benefits must ``make
clear the nature of such benefits.'' CSF stated:
If all that would be required is a general statement that tax
and other benefits may be available only through the home-state
program, the guidance should so state. . . . If a laundry list of
all potential aspects of differing treatment is required, we are
concerned that such a list could not practically be updated to
account for all new state laws, and that even if it could, space
limitations would make it impractical or impossible to achieve
compliance.
CSPN and Hawkins stated that only general statements of limitation
are appropriate where an advertisement contains only general statements
of benefits, so long as the investor is directed to the official
statement for additional information. Hawkins suggested that the
proposed rule language appears to require dealer advertisements that
refer in any manner to tax or other benefits to include a detailed
description of the nature of, and of limitations applicable to receipt
of, such benefits. Hawkins argued that it may be impractical to include
such a detailed description within most advertisements without
resulting in potentially misleading or incomplete statements.
FAME suggested certain changes to terminology in this provision,
stating that references to ``shares'' are not appropriate for many 529
college savings plans. In addition, CSPN and FAME stated that some
state benefits may not be specifically provided for under state law but
are created by state entities under general grants of authority.
The MSRB has modified the rule language to more narrowly focus the
types of disclosures that would be required to be made in an
advertisement that includes descriptions of tax or other beneficial
features offered under state or federal law in connection with an
investment in municipal fund securities. Thus, the modified language
would make clear that general statements regarding the existence of
beneficial features would not require an extensive listing of all such
features but would require general disclosure that such features may be
subject to limitations. However, as the information about tax matters
becomes more detailed, the rule would require comparably detailed
discussion of potential limitations. However, the reference to
``benefits'' has not been eliminated from the rule. The rule already
addresses the broader concept of ``tax implications'' but is also
specifically aimed at ensuring that the ``hyping'' of beneficial
treatment is tempered by an equally prominent discussion of potential
limitations. Further, certain limited modifications have been made to
the rule language to address the concerns regarding use of the term
``shares'' and reference to benefits provided under state law.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The MSRB proposes an effective date for the proposed rule change of
the first calendar day of the month beginning 90 or more calendar days
after SEC approval. 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.
[[Page 78508]]
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change 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-2004-09 on the subject line.
Paper Comments
Send paper comments in triplicate to Jonathan G. Katz,
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW.,
Washington, DC 20549-0609.
All submissions should refer to File Number SR-MSRB-2004-09. 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
principal office. 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-2004-09 and should be submitted on or before January 20, 2005.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\18\
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\18\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 04-28581 Filed 12-29-04; 8:45 am]
BILLING CODE 8010-01-P