[Federal Register Volume 66, Number 125 (Thursday, June 28, 2001)]
[Notices]
[Pages 34495-34499]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-16255]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-44458; File No. SR-MSRB-2001-03]


Self-Regulatory Organizations; Notice of Filing of Proposed Rule 
Change by the Municipal Securities Rulemaking Board Relating to the 
Establishment of an Optional Procedure for Electronic Submissions of 
Required Materials Under Rule G-36, on Delivery of Official Statements, 
Advance Refunding Documents and Forms G-36(OS) and G-36(ARD) to the 
MSRB

June 20, 2001.
    Pursuant to section 19(b) of the Securities Exchange Act of 1934 
(``Act'') and Rule 19b-4 thereunder,\1\ notice is hereby given that on 
June 7, 2001, the Municipal Securities Rulemaking Board (``MSRB'' or 
``Board'') filed with the Securities and Exchange Commission (``SEC'' 
or ``Commission'') a proposed rule change (File No. SR-MSRB-2001-03) 
(``proposed rule change'') 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) and 17 CFR 240.19b-4.

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[[Page 34496]]

I. Self-Regulatory Organization's Statement of the Terms of 
Substance of the Proposed Rule Change

    MSRV has filed with the SEC a proposed rule change establishing an 
optional procedure for electronic submissions of required materials 
under rule G-36, on delivery of official statements, advance refunding 
documents and Forms G-36(OS) and G-36(ARD) to the MSRB. The proposed 
rule change consists of (i) an amendment to the MSRB facility currently 
known as the Official Statement and Advance Refunding Document--Paper 
Submission system (OS/ARD) of the Municipal Securities Information 
Library<Register> system or MSIL<Register> system \2\ (the ``OS/ARD 
Facility'') and (ii) an amendment to rule G-36. The MSRB expects the 
optional procedure for electronic submissions to become operational on 
the later of January 1, 2002 or 60 days after SEC approval. The text of 
the proposed rule change is set forth below. Additional are italicized 
and underlined; [  ] means elections.
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    \2\ Municipal Securities Information Library and MSIL are 
registered trademarks of the MSRB.
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OS/ARD Facility--Official Statement and Advance Refunding Document [--
Paper Submission] system (OS/ARD) of the Municipal Securities 
Information Library<greek-i> System or MSIL <greek-i> System

(No change to existing text--the following text is inserted at the 
end of existing text)

Optional Procedure for Electronic Submissions

    Consistent with the Board's stated objectives to pursue 
collection of electronic submissions of official statements and 
advance refunding documents, the Board is implementing an optional 
procedure for electronic submission by underwriters of official 
statement, advance refunding documents and Forms G-36(OS) and G-
36(ARD), together with amendments thereto, to the MSIL<Register> 
system. Underwriters are not required to make submissions 
electronically and the Board will continue to accept submissions 
made on paper. The Board expects the optional procedure for 
electronic submissions to become operational on the later of January 
1, 2002 or 60 days after Commission approval.
    Electronic submissions will be made by underwriters through a 
secured, password-protected Internet website. Forms G-36(OS) and G-
36(ARD) will be submitted by completion of an on-line form. On-line 
forms will elicit the same information as paper Forms G-36(OS) and 
G-36(ARD) and will be in substantially the same format. Notice of 
cancellation of an issue also will be affected by means of on-line 
entry of information by the underwriter. Official statements and 
advance refunding documents will be submitted by underwriters by 
uploading through the website simultaneously with the completed on-
line forms. Underwriters will receive electronic records of 
submissions.
    All official statements, advance refunding documents and 
amendments submitted electronically must be in Adobe 
Acrobat<Register> portable document format (``PDF''). Such documents 
may be either a ``native'' PDF file or a scanned image PDF file. For 
scanned image PDE files, underwriters are required to use a 
resolution of 300 dpi. Underwriters may be required to compress 
submissions using file compression software in order to speed 
transmission times.
    Documents submitted electronically will be included in the daily 
and back-log collections currently produced by the MSIL<Register> 
system and also will available for viewing and printing at the 
public access facility. Upon the electronic system becoming 
operational, the Board will disseminate new submissions (whether 
submitted electronically or in paper form) as PDF files.

Rule G-36. Delivery of Official Statements, Advance Refunding Documents 
and Forms G-36(OS) and G-36(ARD) to Board or Its Designee

    (a) No change.
    (b) Delivery Requirements for Issues Subject to Securities 
Exchange Act Rule 15c2-12.
    (i) Each broker, dealer or municipal securities dealer that acts 
as an under writer in a primary offering of municipal securities 
subject to Securities Exchange Act rule 15c2-12 shall send to the 
Board or its designee [by certified or registered mail, or some 
other equally prompt means that provides a record of sending], 
within one business day after receipt of the official statement from 
the issuer or its designated agent, but no later than 10 business 
days after any final agreement to purchase, offer, or sell the 
municipal securities, [the following documents and written 
information: two copies of] the final official statement[;] and [two 
copies of] completed Form G-36(OS) prescribed by the Board, 
including the CUSIP number or numbers for the issue.
    (ii) If the issue advance refunds an outstanding issue of 
municipal securities and an advance refunding document is prepared 
by or on behalf of the issuer, each broker, dealer or municipal 
securities dealer that acts as an underwriter in such issue also 
shall send to the Board or its designee [by certified or registered 
mail, or some other equally prompt means that provides a record of 
sending], within five business days of delivery of the securities by 
the issuer to the broker, dealer, or municipal securities dealer, 
[the following documents and written information: two copies of] the 
advance refunding document and [documents if prepared by or on 
behalf of the issuer; and, if the advance refunding documents are 
prepared, two copies of the] completed Form G-36(ARD) prescribed by 
the Board, including reassigned CUSIP number or numbers for the 
refunded issue, if any. (c) Delivery Requirements for Issues not 
Subject to Securities Exchange Act Rule 15c2-12.
    (i) Subject to paragraph (iii) below, each broker, dealer, or 
municipal securities dealer that acts as an underwriter in a primary 
offering of municipal securities not subject to Securities Exchange 
Act rule 15c2-12 for which an official statement in final form is 
prepared by or on behalf of the issuer shall send to the Board or 
its designee, [by certified or register mail, or some other equally 
prompt means that provides a record of sending,] by the later of one 
business day after delivery of the securities by the issuer to the 
broker, dealer, or municipal securities dealer or none business day 
after receipt of the official statement in final form from the 
issuer or its designated agent, [the following documents and written 
information: two copies of] the official statement in final form[;] 
and [two copies of] completed Form G-36(OS) prescribed by the Board, 
including the CUSIP number or numbers for the issue.
    (ii) [if an official statement in final form and] if the issue 
advance refunds an outstanding issue of municipal securities and 
both an official statement in final form and an advance refunding 
document are prepared by or on behalf of the issuer, each broker, 
dealer, or municipal securities dealer that acts as an underwriter 
in such issue also shall send to the Board or its designee [by 
certified or registered mail, or some other equally prompt means 
that provides a record of sending], within five business days of 
delivery of the securities by the issuer to the broker, dealer, or 
municipal securities dealer, [the following documents and written 
information: two copies of] the advance refunding document and 
[documents if prepared by or on behalf of the issuer; and, if the 
advance refunding documents are prepared, two copies of] completed 
Form G-36(ARD) prescribed by the Board, including reassigned CUSIP 
number or numbers for the refunded issue, if any.
    (iii) No change.
    (d) Amended Official Statements. In the event a broker, dealer, 
or municipal securities dealer provides to the Board or its designee 
an official statement pursuant to section [s] (b) or [(c)] above, 
and the official statement is amended or ``stickered'' by the issuer 
during the underwriting period, such broker, dealer, or municipal 
securities dealer must send to the Board or its designee, [by 
certified or registered mail, or some other equally prompt means 
that provides a record of sending, two copies of the amended 
official statement] within one business day after [of] receipt of 
the amended official statement from the issuer[, along with] or its 
designated agent, the amended official statement and an amended Form 
G-36(OS) as prescribed by the Board, [two copies of a statement] 
including: The CUSIP number or numbers for the issue; the fact that 
the official statement previously had been sent to the Board or its 
designee and that the official statement has been amended.
    (e)-(f) No change.
    (g) Method of Delivery. A broker, dealer or municipal securities 
dealer that submits documents or forms required to be sent to the 
Board or its designee pursuant to section (b), (c) or (d) above 
shall either:
    (i) Sent two copies of each such document or form to the Board 
or its designee by certified or registered mail, or some other 
equally prompt means that provides a record of sending; or
    (ii) Submit an electronic version of each such document or form 
to the Board or its

[[Page 34497]]

designee in such format and manner specified in the current Form G-
36 Manual.

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 
texts 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

    (a) Rule G-36 requires that a broker, dealer or municipal 
securities dealer (a ``dealer'') that acts as managing or sole 
underwriter for most primary offerings send the official statement and 
Form G-36(OS) to the MSIL <Register> system within certain time frames 
set forth in the rule.\3\ In addition, if the offering is an advance 
refunding and an advance refunding document has been prepared, the 
advance refunding document and Form G-36 (ARD) also must be sent to the 
MSIL <Register> system by the managing or sole underwriter.\4\ In an 
interpretive notice published by the MSRB in November 1998 (the ``1998 
MSRB Notice''), the MSRB described standards that dealers should meet 
in order to satisfy document delivery obligations under MSRB rules by 
means of electronic communications.\5\ At that time, the MSRB deferred 
accepting electronic submissions under rule G-36 pending resolution of 
then on-going industry debate over electronic formatting of disclosure 
materials.\6\
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    \3\ For primary offerings subject to Exchange Act Rule 15c2-12, 
the final official statement and Form G-36(OS) must be sent to the 
MSIL <Register> system within one business day after receipt of the 
official statement from the issuer, but no later than ten business 
days after the sale date of the offering. For most primary offerings 
exempt from Rule 15c2-12 for which an official statement in final 
form is being prepared, such official statement and Form G-36(OS) 
must be sent to the MSIL <Register> system by the later of one 
business day after the closing of the underwriting or one business 
day after receipt of the official statement from the issuer. Rule G-
36(c)(iii) provides exemptions from the rule requirements for 
certain limited types of offerings.
    \4\ The advance refunding document and Form G-36(ARD) must be 
sent to the MSIL <Register> system within five business days after 
the closing of the underwriting.
    \5\ See Rule G-32 Interpretation--Notice Regarding Electronic 
Delivery and Receipt of Information by Brokers, Dealers and 
Municipal Securities Dealers, November 20, 1998, MSRB Rule Book 
(January 1, 2001) at 163. These standards are the same as those 
established by the Commission for brokers, dealers, issuers and 
others in the corporate markets in interpretative releases published 
in 1995 and 1996. See ``Use of Electronic Media by Broker-Dealers, 
Transfer Agents, and Investment Advisers for Delivery of 
Information,'' Securities Act Release No. 7288, Exchange Act Release 
No. 37182 (May 9, 1996), 61 FR 24644 (May 15, 1996), and ``Use of 
Electronic Media for Delivery Purposes,'' Securities Act Release No. 
7233, Exchange Act Release No. 36345 (October 6, 1995), 60 FR 53458 
(October 13, 1995).
    \6\ The MSRB stated that ``electronic submission [under rule G-
36] is complicated by the requirement that Forms G-36(OS) and G-
36(ARD) be accompanied by an official statement or advance refunding 
document, as appropriate. Given the current debate and lack of 
consensus among the various sectors of the municipal securities 
industry regarding electronic formatting of disclosure materials, 
and since the Board does not have the authority to dictate the 
format of issuer documents, the Board believes that any further 
action regarding electronic submissions under rule G-36 should await 
resolution of these issues.'' See 1998 MSRB Notice at n. 5.
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    Since publication of the 1998 MSRB Notice, the MSRB has undertaken, 
as one of its chief goals under its current long range plan, the role 
of serving as a catalyst for improving and modernizing disclosure 
practices in the primary and secondary municipal securities markets. In 
this role, the MSRB has hosted several disclosure forums and industry 
roundtable discussions focused both on industry-wide practices and 
practices in specific sectors where disclosure issues have been 
particularly troublesome. In addition, the MSRB and a number of 
industry groups have recently agreed to launch a process of long-range 
planning designed to further industry initiatives in the area of 
disclosure.
    Most participants at these industry forums and roundtables have 
agreed that improvements in disclosure practices will be highly 
dependent on the establishment of reliable systems for electronic 
dissemination of information. In support of secondary market disclosure 
initiatives, the MSRB launched its current test program of electronic 
submission and dissemination of continuing disclosure information, 
known as CDINet Web Test.\7\ In the primary market, in addition to 
making clear that dealers may meet their obligation to deliver official 
statements to new issue customers under rule G-32 by use of electronic 
media as provided in the 1998 MSRB Notice, the MSRB has remained 
attentive to developing industry practices (e.g., the increasing use of 
electronic preliminary and final official statements), attempts by 
industry groups to reach consensus on technical issues relating to 
electronic primary market disclosure (e.g, the work of the Task Force 
on Electronic Information Delivery of The Bond Market Association) and 
further interpretive guidance on the use of electronic media issued by 
the Commission in 2000 (the ``2000 SEC Interpretation'').\8\ At the 
same time, the MSRB has made efforts to understand the needs and 
desires of investors, who are the ultimate end-users of primary market 
disclosure.\9\
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    \7\ See ``Test Program for the Electronic Submission of 
Continuing Disclosure Information to the MSRB,'' MSRB Reports, Vol. 
19, No. 3 (Sept. 1999) at 51.
    \8\ See ``Use of Electronic Media,'' Securities Act Release No. 
7856, Exchange Act Release No. 42728 (April 28, 2000), 65 FR 25843 
(May 4, 2000).
    \9\ Some dealers have expressed concern that investors, 
including both retail and institutional investors, may not wish to 
receive official statements in electronic form or may require that 
they receive paper copies as well as electronic versions of official 
statements. Many institutional investors have agreed with this 
assessment, citing legal and compliance concerns under state 
fiduciary laws and certain federal securities laws (e.g., Investment 
Company Act Rule 2a-7) as well as concerns about telecommunication, 
computer and printing system capacities and certain human factors 
(e.g., preferences of analysts to review paper copies over on-screen 
text, etc.). To the extent that issuers begin producing official 
statements solely in electronic format while some investors continue 
to request paper copies, the use of electronic official statements 
may result in the shifting of some costs between issuers and 
dealers.
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    Although industry-wide consensus on certain key issues as they 
relate to electronic official statements continues to be elusive, the 
MSRB believes that it can take steps to implement an electronic system 
for submissions under rule G-36 without final resolution of such 
issues. Thus, the MSRB is implementing an optional system of electronic 
submission by underwriters of official statements, advance refunding 
documents and Forms G-36(OS) and G-36(ARD) to the MSIL<Register> 
system. The MSRB also is amending rule G-36 in order to effectuate this 
electronic system. The new system will allow underwriters that are 
prepared to make submissions electronically to do so while continuing 
to allow paper submissions for those who prefer that method.
    (b) The MSRB believes that the proposed rule change is consistent 
with Section 15B(b)(2)(C) of the Act, which requires that the MSRB's 
rules:

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; and not be designed to permit unfair 
discrimination between customers, issuers,

[[Page 34498]]

municipal securities brokers, or municipal securities dealers, to 
fix minimum profits, to impose any schedule or fix rates of 
commissions, allowances, discounts, or other fees to be charged by 
municipal securities brokers or municipal securities dealers, to 
regulate by virtue of any authority conferred by this title matters 
not related to the purpose of this title or the administration of 
the Board, or to impose any burden on competition not necessary or 
appropriate in furtherance of the purpose of this title.

The MSRB believes that the proposed rule change is consistent with the 
Act in that it allows for more efficient dissemination of official 
statements and advance refunding documents.

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 
underwriters.

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

    On September 19, 2000, the MSRB published a notice seeking comment 
on the establishment of an optional system of electronic submissions by 
underwriters of official statements, advance refunding documents and 
Forms G-36(OS) and G-36(ARD) to the MSIL<Register> system. The notice 
also sought comment on draft amendments to rule G-36 to effectuate this 
optional electronic submission system.\10\ The MSRB received comments 
from four commentators.\11\ After reviewing these comments, the MSRB 
approved the proposed rule change for filing with the SEC.
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    \10\ ``Electronic Submission of Official Statements, Advance 
Refunding Documents and Forms G-36(OS) and G-36(ARD), to the MSRB,'' 
MSRB Reports, Vol. 20, No. 2 (November 2000) at 17.
    \11\ Letter from John Palang, Product Manager--Global Imaging 
Solutions, Bloomberg L.P., to Harold Johnson, Deputy General Counsel 
of the MSRB, dated November 15, 2000 (the ``Bloomberg Letter''); 
letter from Amy B.R. Lancellotta, Senior Counsel, Investment Company 
Institute, to Ernesto A. Lanza, Associate General Counsel of the 
MSRB, dated November 17, 2000 (``ICI Letter''); letter from Lynette 
Kelly Hotchkiss, Vice President and Associate General Counsel, The 
Bond Market Association, to Ernesto A. Lanza, dated November 30, 
2000 (``TBMA Letter''); and an anonymous e-mail dated September 19, 
2000 (``Anonymous E-mail'').
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    Commentators generally were supportive of the MSRB's plans to allow 
electronic submissions, although certain modifications were suggested. 
These suggestions are discussed below.
    Require paper submission in addition to optional electronic 
submission. One commentator suggests that underwriters submitting 
electronic copies should also be required to submit paper copies if 
they exist, arguing that some investors prefer to view official 
statements and advance refunding documents in paper form.\12\ The MSRB 
believes that no benefit would result from requiring electronic 
submitters to also send paper copies of submissions and that requiring 
delivery of paper versions would substantially eliminate any incentive 
for underwriters to use the proposed electronic system. During the last 
two years, the MSRB's public access facility has registered 
approximately 200 visits (60% of which represent visits by a single 
securities research service). The documents available at the public 
access facility generally are viewed on or printed from an optical 
viewer rather than by physical review of a paper version. In addition, 
the MSIL<Register> system already disseminates submissions to 
subscribers in electronic, rather than paper, form. The MSRB has not 
adopted this commentators suggested modification.
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    \12\ See ICI Letter.
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    Use of PDF files. Two commentators seek to have the MSRB limit the 
format of electronic submissions to ``native'' PDF.\13\ If imaged PDF 
files are permitted, one commentator suggests that they be in ``multi-
page'' format and be imaged at a resolution of 200 dpi.\14\ This 
commentator requested that files disseminated to subscribers not be in 
compressed format. The other commentator suggests that multi-part 
documents be merged into a single PDF file.\15\ On the other hand, a 
third commentator suggests that the MSRB accept electronic submissions 
in any format.\16\
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    \13\ See Bloomberg and ICI Letters.
    \14\ See Bloomberg Letter.
    \15\ See ICI Letter.
    \16\ See TBMA Letter.
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    The MSRB believes that, based on several factors, PDF is the best 
suited format for purposes of an electronic submission system at this 
time. First, the MSRB has designed this system to accept electronic 
submissions of documents regardless of whether the original document is 
in electronic or paper form. PDF generally allows for relatively easy 
conversion of document files from other electronic formats to PDF as 
well as for the handling of imaged files created from paper documents. 
Documents produced in either manner generally provide a reliable and 
secure reproduction of the paper version, which is a significant issue 
for many issuers who are concerned about the vulnerability of most 
other formats to undetectable changes by unauthorized individuals. 
Also, the MSRB feels that it is preferable to restrict electronic 
submissions to a single format for the benefit of MSIL<Register> 
subscribers, many of which already convert the imaged documents 
currently supplied to them by the MSRB to PDF. Finally, the SEC 
addressed certain concerns regarding the use of PDF files to meet 
securities law delivery obligations in the 2000 SEC Interpretation.\17\ 
Based on the guidance provided by the SEC on the use of PDF files, the 
MSRB feels that dealers using electronic versions of official 
statements received from the MSIL<Register> system (directly or through 
a subscriber) to make required deliveries under MSRB rules may be well 
situated to assure compliance with the standards set forth in the 1998 
MSRB Notice.
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    \17\ See 2000 Interpretation at n. 34 and accompanying text.
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    Thus, the system will require submissions of documents solely as 
one or more PDF files, either in native or imaged files.\18\ In 
addition, underwriters submitting imaged files will be required to use 
an image resolution of 300 dpi.\19\ Files that are available for 
viewing at the public access facility or disseminated by the 
MSIL<Register> system to subscribers will not be in compressed format. 
The MSRB notes that this represents an initial phase in the 
establishment of an optional electronic system and that further 
improvements will be instituted as technological innovation and changes 
in the marketplace dictate.
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    \18\ The MSRB believes that the use of native PDF files is 
preferable to scanned image PDF files but has not restricted 
submissions solely to native PDF files. If an underwriter is in a 
position to use or produce either a native or scanned file, the MSRB 
believes that the underwriter would in most instances use the native 
version because it would significantly reduce file size and 
therefore significantly increase transmission speed. Further, 
although the MSRB agrees that it would be most convenient that 
documents be submitted as a single PDF file, it believes that 
requiring that separate PDF files be merged into a single file (or 
that imaged files be only in multi-page format) may create a 
significant disincentive against the use of the optional electronic 
system. Finally, the MSRB believes that compression of files is 
appropriate to speed transmission times.
    \19\ Since some current subscribers to MSIL<Register> system 
currently use an image resolution of 300 dpi, a reduction of the 
required image resolution to 200 dpi would degrade such subscribers' 
image quality. Instead, users with lower resolution needs can 
themselves reduce the resolution from 300 dpi to the desired 
resolution level.
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    Amendments. Two commentators suggest that underwriters be permitted 
to submit amendments to official statements or advance refunding 
documenets electronically even if the original documents had been 
submitted in paper form.\20\ As originally proposed,

[[Page 34499]]

the system would permit electronic submission of amendments only if the 
original official statement or advance refunding document had been 
submitted electronically. The MSRB agrees that this would be an 
appropriate change, allowing for more expedited dissemination of 
amendmenets to official statements and advance refunding documents to 
the marketplace. This should help to minimize erroneous reliance on 
outdated documents.
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    \20\ See ICI and TBMA Letters.
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    Miscellaneous. One commenter suggests that the MSRB expand the 
definition of advance refunding document to include verification 
reports and defeasance opinions.\21\ Although the MSRB agrees that such 
documents may be important in the valuation of advance refunded 
securities, it does not believe that underwriters are well positioned 
to provide such information in many circumstances, particularly since 
such documents often are not delivered until well after the 
underwriting period has lapsed.
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    \21\ See ICI Letter.
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    Another commentator states that the proposed electronic system was 
a ``great idea'' but that ``those individual investors who do not have 
access to a PC will have problems.''\22\ This commentator apparently 
has confused the obligation of underwriters to submit official 
statements to the MSRB under rule G-36 with the obligation of dealers 
selling new issue municipal securities to customers to deliver official 
statements to such customers under rule G-32. The MSRB understands the 
concern expressed by this commentator and notes that paper versions of 
official statements are required to be delivered to customers unless 
the dealer meets the requirements for electronic delivery set forth in 
the 1998 MSRB Notice.
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    \22\ See Anonymous E-mail.
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III. Date of Effectiveness of the Proposed Rule Change and Timing 
for SEC Action

    Within 35 days of the 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 the proposed rule change, or
    (B) Institute proceedings to determine whether the proposed rule 
change should be disapproved.

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. Persons making written submissions 
should file six copies thereof with the Secretary, Securities and 
Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. 
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 MSRB's principal offices. 
All submissions should refer to File No. SR-MSRB-2001-03 and should be 
submitted by July 19, 2001.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\23\
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    \23\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 01-16255 Filed 6-27-01; 8:45 am]
BILLING CODE 8010-01-M