Federal Register / Vol. 63, No. 14 /Thursday, January 22, 1998 / Notices 3367

1See, e.g., SR–MSRB–95–13 and Commission

Order of Approval, Securities Exchange Act Release

No. 37197 (May 10, 1996).

the Manager or any entity that controls,

is controlled by, or is under common

control with the Manager; or (ii)

ownership of less than 1% of the

outstanding securities of any class of

equity or debt of a publicly traded

company that is either an Adviser or

any entity that controls, is controlled by,

or is under common control with an

Adviser.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–1493 Filed 1–21–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–39546; File No. SR–MSRB–

97–17]

Self-Regulatory Organizations; Notice

of Filing and Immediate Effectiveness

of Proposed Rule Change by the

Municipal Securities Rulemaking

Board Relating to Underwriting and

Transaction Assessments

January 13, 1998.

Pursuant to Section 19(b)(1) of the

Securities Exchange Act of 1934

(‘‘Act’’), 15 U.S.C. 78s(b)(1), notice is

hereby given that on December 23, 1997,

the Municipal Securities Rulemaking

Board (‘‘Board’’ or ‘‘MSRB’’) filed with

the Securities and Exchange

Commission (‘‘Commission’’ or ‘‘SEC’’)

a proposed rule change (File No. SR–

MSRB–97–17). The proposed rule

change is described in Items, I, II, and

III below, which Items have been

prepared by the Board. The Commission

is publishing this notice to solicit

comments on the proposed rule change

from interested persons.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The MSRB is filing herewith a

proposed rule change to rule A–13 on

Underwriting and Transaction

Assessments. The proposed rule change

to rule A–13 would clarify that the fee

currently assessed for inter-dealer

transactions reported to the Board will

not automatically apply to customer

transactions once they are reported

under Board rule G–14. The text of the

proposed rule change is below.

Additions are in italics. Rule A–13 +

Underwriting and Transaction

Assessments for Brokers, Dealers and

Municipal Securities Dealers.

(a)–(b) No change.

(c) Transaction Assessments. Each

broker, dealer and municipal securities

dealer shall pay to the Board a fee equal

to .0005% ($.005 per $1,000) of the total

par value of inter-dealer municipal

securities sales that it reports to the

Board under rule G–14(b). For those

transactions reported to the Board by a

broker, dealer or municipal securities

dealer on behalf of another broker,

dealer or municipal securities dealer,

the transaction fee shall be paid by the

broker, dealer or municipal securities

dealer that reported the transaction to

the Board. Such broker, dealer or

municipal securities dealer may then

collect the transaction fee from the

broker, dealer or municipal securities

dealer on whose behalf the transaction

was reported.

(d)–(f) No change.

II. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

In its filing with the Commission, the

Board 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 texts of these

statements may be examined at the

places specified in Item IV below. The

Board 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

The Board currently assesses dealers

a fee equal to .0005% of par value of the

dealers’ inter-dealer sales transactions

in municipal securities, as reported to

the Board under rule G–14(b). As

indicated in Board rule filings and

notices concerning the fee, this fee was

intended to apply exclusively to interdealer transactions.1 Since the language

of rule A–13 was written when interdealer transactions were the only

transactions that were being reported to

the Board, rule A–13(c) now simply

states that the transaction assessment

will apply to ‘‘municipal securities sales

that [the dealer] reports to the Board

under rule G–14.’’ In its rule filings and

notices on rule A–13(c), the Board

stated its intent to add customer

transactions to those reported under

rule G–14(b). The Board also noted that,

once customer transactions are reported

to the Board under rule G–14, the Board

would review the use of customer

transaction activity as a means of

assessing fees. The Board, however, did

not intend that the fee set for interdealer transactions would apply

automatically to customer transactions

that are reported under rule G–14.

The Board is in the process of

implementing the customer transaction

phase of the Transaction Reporting

Program. This will result in dealercustomer transactions, as well as interdealer transactions, being reported to

the Board under rule G–14(b), beginning

in March 1998. To clarify that the

current language of rule A–13(c) applies

only to inter-dealer transactions, the

proposed rule change simply adds the

word ‘‘inter-dealer’’ to modify

‘‘municipal securities sales.’’ The Board

continues to intend to review customer

transaction activity, once it becomes

available in the Transaction Reporting

Program, as a means to more equitably

assess fees.

2. Basis

The Board believes the proposed rule

change is consistent with Section

15B(b)(2)(J) of the Act, which provides

that the Board’s rules shall:

provide that each municipal securities broker

and municipal securities dealer shall pay to

the Board such reasonable fees and charges

as may be necessary or appropriate to defray

the costs and expenses of operating and

administering the Board. Such rules shall

specify the amount of such fees and charges.

B. Self-Regulatory Organization’s

Statement on Burden on Competition

The Board 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 brokers, dealers and

municipal securities dealers and is

simply a technical change in rule

language not affecting the effect or

application of the rule.

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

Because the proposed rule change is

merely a technical correction of rule

language, the Board has designated this

proposed rule change as constituting a

stated policy, practice, or interpretation

with respect to the meaning,

administration, or enforcement of an

existing Board rule under Section
3368 Federal Register / Vol. 63, No. 14 /Thursday, January 22, 1998 / Notices

19(b)(3)(A) of the Act, which renders the

proposed rule change effective upon

receipt of this filing by the Commission.

At any time within sixty days of the

filing of the proposed rule change, the

Commission may summarily abrogate

such rule change if it appears to the

Commission that such action is

necessary or appropriate in the public

interest, for the protection of investors,

or otherwise in furtherance of the

purposes of the Act.

IV. Solicitation of Comments

Interested persons are invited to

submit written data, views, and

arguments concerning the foregoing.

Persons making written submissions

should file six copies thereof with the

Secretary, Securities and Exchange

Commission, 450 Fifth Street, N.W.,

Washington, D.C. 20549. 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 the filing will also be

available for inspection and copying at

the Board’s principal offices. All

submissions should refer to File No.

SR–MSRB–97–17 and should be

submitted by February 12, 1998.

For the Commission by the Division of

Market Regulation, pursuant to delegated

authority, 17 CFR 200.30–3(a)(12).

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–1423 Filed 1–21–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–39545; File No. SR–MSRB–

97–10]

Self-Regulatory Organizations; Notice

of Filing and Immediate Effectiveness

of Proposed Rule Change by the

Municipal Securities Rulemaking

Board Relating to Forms G–36(OS) and

G–36(ARD) and Recordkeeping,

Operative on January 1, 1998

January 13, 1998.

Pursuant to Section 19(b)(1) of the

Securities Exchange Act of 1934

(‘‘Act’’), 15 U.S.C. 78s(b)(1), notice is

hereby given that on November 26,

1997, the Municipal Securities

Rulemaking Board (‘‘Board’’ or

‘‘MSRB’’) filed with the Securities and

Exchange Commission (‘‘Commission’’

or ‘‘SEC’’) a proposed rule change (File

No. SR–MSRB–97–10). The proposed

rule change is described in Items I, II,

and III below, which Items have been

prepared by the Board. The Commission

is publishing this notice to solicit

comments on the proposed rule change

from interested persons.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The Board has filed with the

Commission a proposed rule change

consisting of revised Forms G–36(OS)

and G–36(ARD) under rule G–36 and

amendments to section (a)(xv) of rule G–

8, on recordkeeping. The proposed rule

change becomes operative on January 1,

1998.

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

Board 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 texts of these

statements may be examined at the

places specified in Item IV below. The

Board 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–36 requires that a broker,

dealer or municipal securities dealer

acting as underwriter in a primary

offering of municipal securities (with

certain limited exceptions) send to the

Board copies of the official statement

and completed Form G–36(OS). If the

securities advance refund an

outstanding issue of municipal

securities, rule G–36 requires that the

underwriter also send to the Board

copies of the advance refunding

document and completed Form G–

36(ARD). Forms G–36(OS) and G–

36(ARD) are being revised to provide

greater clarity to brokers, dealers and

municipal securities dealers in the

process of completing the forms as well

as to provide additional information

that would assist the enforcement

agencies in their enforcement activities

relating to rules G–36 and G–32.

The revisions to Form G–36(OS) add

the following new data elements: the

date materials are received from the

issuer, the date materials are sent to the

Board, whether materials submitted

consist of more than one document, the

actual or expected date of delivery of

securities to underwriters, whether the

securities advance refund another issue,

the SEC registration number,

information regarding CUSIP–6 number

assignments and the fax number of the

preparer. The revisions to Form G–

36(ARD) add the following new data

elements: the date materials are received

from the issuer, the date materials are

sent to the Board, whether materials

submitted consist of more than one

document, the date of delivery of

securities to underwriters, the SEC

registration number and the fax number

of the preparer. In addition, the layout

of both forms is reorganized.

Rule G–8(a)(xv) currently requires

brokers, dealers and municipal

securities dealers acting as underwriters

in most primary offerings of municipal

securities to maintain certain records

relating to such primary offerings and

the receipt and sending of materials as

required under rule G–36. Rule G–

8(a)(xv) is being amended to require

such brokers, dealers and municipal

securities dealers to record and

maintain additional information

regarding the date of delivery of the

issue to the underwriters, as well as to

retain a copy of the receipt of sending

the required forms and documents to

the Board and a copy of the forms and

documents sent. The additional records

required under the amended rule will

assist the enforcement agencies in their

enforcement activities relating to rule

G–36.

2. Basis

The Board believes the proposed rule

change is consistent with Section

15B(b)(2)(C) of the Act, which provides

that the Board’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.

As discussed above, the Board

believes that the proposed rule change

will provide greater clarity to brokers,

dealers and municipal securities dealers