[Federal Register Volume 66, Number 249 (Friday, December 28, 2001)]
[Notices]
[Pages 67342-67346]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-31917]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-45174; File No. SR-MSRB-2001-07]


Self-Regulatory Organizations; Notice of Filing of Proposed Rule 
Change by the Municipal Securities Rulemaking Board Relating to Minimum 
Denominations

December 19, 2001.
    Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Exchange Act'') and Rule 19b-4 thereunder,\1\ notice is hereby 
given that on October 16, 2001, Municipal Securities Rulemaking Board 
(``MSRB'') filed with the Securities and Exchange Commission 
(``Commission'') a proposed rule change (File No. SR-MSRB-2001-07) (the 
``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 thereunder.
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I. Self-Regulatory Organization's Statement of the Terms of 
Substance of the Proposed Rule Change

    The MSRB is filing a proposed rule change concerning minimum 
denominations consisting of an amendment to its rule G-15, on 
confirmation, clearance and settlement of transactions with customers, 
an amendment to its rule G-8, on books and records to be made by 
brokers, dealers and municipal securities dealers, and an 
interpretation of its rule G-17, on conduct of municipal securities 
activities.
    The text of the proposed rule change follows.\2\
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    \2\ Italics indicates additions; brackets denote deletions.
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G-15 Confirmation, Clearance, [and] Settlement [of] and Other Uniform 
Practice Requirements with Respect to Transactions with Customers
    (a) through (e) No change.
    (f) Minimum Denominations
    (i) Except as provided in this section (f), a broker, dealer or 
municipal securities dealer shall not effect a customer transaction in 
municipal securities issued after June 1, 2002 in an amount lower than 
the minimum denomination of the issue.
    (ii) The prohibition in subsection (f)(i) of this rule shall not 
apply to the purchase of securities from a customer in an amount below 
the minimum denomination if the broker, dealer or municipal securities 
dealer determines that the customer's position in the issue already is 
below the minimum denomination and that the entire position would be 
liquidated by the transaction. In determining whether this is the case, 
a broker, dealer or municipal securities dealer may rely either upon 
customer account information in its possession or upon a written 
statement by the customer as to its position in an issue.
    (iii) The prohibition in subsection (f)(i) of this rule shall not 
apply to the sale of securities to a customer in an amount below the 
minimum denomination if the broker, dealer or municipal securities 
dealer determines that the securities position being sold is the result 
of a customer liquidating a position below the minimum denomination, as 
described in subsection (f)(ii) of this rule. In determining whether 
this is the case, a broker, dealer or municipal securities dealer may 
rely upon customer account records in its possession or upon a written 
statement provided by the party from which the securities are 
purchased. A broker, dealer or municipal securities dealer effecting a 
sale to a customer under this subsection (iii) shall at or before the 
completion of the transaction, give or send to the customer a written 
statement informing the customer that the quantity of securities being 
sold is below the minimum denomination for the issue and that this may 
adversely affect the liquidity of the position unless the customer has 
other securities from the issue that can be combined to reach the 
minimum denomination. Such written statement may be included on the 
customer's confirmation or may be

[[Page 67343]]

provided on a document separate from the confirmation.

Rule G-8. Books and Records To Be Made by Brokers, Dealers and 
Municipal Securities Dealers

    (a) Description of Books and Required to be Made
    (i) through (viii) No change.
    (ix) Copies of Confirmation, Periodic Statements and Certain Other 
Notices to Customers. A copy of all confirmation of purchase or sale of 
municipal securities, of all periodic written statements disclosing 
purchases, sales or redemptions of municipal fund securities pursuant 
to rule G-15(a)((viii), of written disclosures to customers, if any, as 
required under rule G-15(f)(iii) and, in the case of a broker, dealer 
or municipal securities dealer other than a bank dealer, of all other 
notices sent to customers concerning debits and credits to customer 
accounts, or, in the case of a bank dealer, notices of debts and 
credits for municipal securities, cash and other items with respect to 
transactions in municipal securities.
Rule G-17. Conduct of Municipal Securities Activities

Notice of Interpretation of Rule G-17 Concerning Minimum Denominations

    Muncipal securities issuers sometimes set a relatively high minimum 
denomination, typically $100,000, for certain issues. This may be done 
so that the issue can qualify for one of several exemptions from 
Securities Exchange Act Rule 15c2-12, meaning that the issue would not 
be subject to certain primary market or continuing disclosure 
requirements. In other situations, issuers may set a high minimum 
denomination even though the issue is subject to Securities Exchange 
Act Rule 15c2-12. This may be because of the issuer's (or the 
underwriter's) belief that the securities are not an appropriate 
investment for those retail investors who would be likely to purchase 
securities in relatively small amounts.
    Several issuers have expressed concern to the MSRB upon discovering 
that their issuers with high minimum denotations were trading in the 
secondary market in transaction amount much lower than the stated 
minimum denomination.\1\ Based on information obtained from the MSRB 
Transactions Reporting Program, it appears that there are significant 
numbers of these types of transactions. In the past, brokers, dealers 
and municipal securities dealers (collectively ``dealers'') effecting 
such transactions likely would have had the problem brought to their 
attention when attempting to make delivery of a certificate to the 
customer. This is because the transfer agent would not have been able 
to honor a request for a certificate with a par value below the minimum 
denomination. Today, however, increased use of book-entry deliveries 
and safekeeping arrangements for retail customers largely preclude the 
need for individual certificates for customers and there is no other 
systemic screening to identify transactions that are in below-minimum 
denomination amounts.
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    \1\ Occasionally, bond documents may state a minimum transaction 
amount that applies only to primary market transactions, but with a 
clear indication by the issuer that transactions may occur at lower 
amounts in the secondary market. The MSRB is not aware of non-
authorized transaction amounts occurring for issuers of these types. 
In general, however, bond documents describing a minimum 
``denomination'' would appear to the intended to apply to both 
primary and secondary market transactions.
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    Rule G-17 states: ``In the conduct of its municipal securities 
activities, each broker, dealer, and municipal securities dealer shall 
deal fairly with all persons and shall not engage in any deceptive, 
dishonest, or unfair practice.'' The MSRB has interpreted this rule to 
mean, among other things, that dealers are required to disclose, at or 
before a transaction in municipal securities with a customer, all 
material facts concerning the transaction, including a compete 
description of the security. The MSRB has proposed an amendment to rule 
G-15 that would prohibit transactions in below-minimum denomination 
amounts for municipal securities issued after June 1, 2002, with 
certain limited exceptions.\2\ The MSRB anticipates that some 
transaction in below-minimum denomination amounts may continue to occur 
for issues prior to June 1, 2002, as well as under the limited 
exception to the proposed amendment to rule G-15.\3\ In either case, 
the MSRB believes that any time a dealer is selling to a customer a 
quantity of municipal securities below the minimum denomination for the 
issue, the dealer should consider this to be a material fact about the 
transaction. The MSRB believes that a dealers's failure to disclose 
such a material fact to the customer, and to explain how this could 
affect the liquidity of the customer's position, generally would 
constitute a violation of the dealer's duty under rule G-17 to disclose 
all material facts about the transaction to the customer.
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    \2\ Proposed rule change SR-MSRB-2001-07, filed with the 
Securities and Exchange Commission on October 16, 2001.
    \3\ Even for municipal securities issued after June 1, 2002, 
below-minimum denomination transactions may need to be effected in 
compliance with proposed MSRB rule G-15(f) to liquidate below-
minimum denomination positions created through the exercise of a 
will, division of a martial estate, as a result of an investor 
giving a portion of a position as a gift, etc. In addition, the 
exercise of a sinking fund or other partial redemption by an issuer 
can sometimes result in customers holding below-minimum denomination 
amounts.
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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 Section 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
    Official documents for municipal securities issues sometimes state 
a ``minimum denomination'' larger than the normal $5,000 par value. An 
issuer may state a high minimum denomination (typically $100,000) to 
qualify for one of several exemptions from Exchange Act Rule 15c2-12, 
the rule designed to ensure production of certain disclosure documents 
in the primary and secondary markets. Aside from this rule, an issuer 
may also sometimes set high minimum denominations for issues because of 
a concern that the securities may not be appropriate for those retail 
investors who would be likely to purchase securities in relatively 
small amounts.
    Several issuers have expressed concern to the MSRB upon discovering 
that their issues with high minimum denominations were trading in the 
secondary market in transaction amounts much lower than the stated 
minimum denomination. Based on information obtained from the MSRB 
Transaction Reporting Program, it appears that there are significant 
numbers of these types of transactions. In the past, brokers, dealers 
and municipal securities dealers (collectively ``dealers'') effecting 
such transactions likely would have had the problem brought to their 
attention when attempting to make delivery of a certificate to the 
customer. This is because the transfer agent would not have been able 
to honor a request for a

[[Page 67344]]

certificate with a par value below the minimum denomination. Today, 
however, increased use of book-entry deliveries and safekeeping 
arrangements for retail customers largely preclude the need for 
individual certificates for customers and there is no other systemic 
screening to identify transactions that are in below-minimum 
denomination amounts. However, since municipal securities today 
predominantly stay in a book-entry environment, with ownership recorded 
on the books and records of depositories and other nominees, a 
restriction on the par value of certificates does not effectively 
restrict the size of transactions.
    The purpose of the proposed rule change is to help ensure that 
dealers observe the minimum denominations stated in the official 
documents of municipal securities issues. As discussed below, the MSRB 
received nine comments from issuer and dealer organizations urging that 
any prohibition on below-minimum denomination trading be prospective in 
its application with respect to currently outstanding versus future 
issues of municipal securities. The MSRB agrees that it is appropriate 
for the rule to be prospective in this manner so that issuers, dealers 
and other market participants will be aware of the secondary market 
implications of high minimum denominations at the time the decision is 
made to incorporate them into an issue's terms. Accordingly, the 
proposed rule change includes an amendment to MSRB rule G-15 that, for 
securities issued after June 1, 2002, would prohibit transactions in 
below-minimum denomination amounts, with two limited exceptions.
    The general prohibition of the rule G-15 amendment is designed to 
prevent dealers from effecting transactions that break up securities 
positions into amounts below the issue's denomination. The two 
exceptions in the amendment to rule G-15 are designed to help preserve 
liquidity of customer's below-minimum denomination positions that may 
occur through actions other than a dealer effecting transactions in 
below-minimum denomination amounts.\3\ First, a dealer may purchase a 
below-minimum denomination position from a customer provided that the 
customer liquidates his/her entire position. Second, a dealer may sell 
such a liquidated position to another customer but would be required to 
provide written disclosure, either on the confirmation or separately, 
to the effect that the security position is below the minimum 
denomination and that liquidity may be adversely affected by this fact.
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    \3\ A below-minimum denomination position may be created, for 
example, by call provisions that allow calls in amounts less than 
the minimum denomination, investment advisors who may split 
positions they purchase among several clients or the division of an 
estate as a result of a death or divorce. Such below-minimum 
denomination positions also may be created as a result of a gift.
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    Under MSRB rule G-8, on books and records, customer confirmations 
must be kept for three years in a dealer's books and records. To ensure 
consistency in the recordkeeping requirements for separate written 
disclosures given to a customer under the rule G-15 amendment and the 
recordkeeping requirements for customer confirmations, the proposed 
rule change includes an amendment to rule G-8 that would require 
dealers to keep a record of these separate written disclosures for a 
minimum of three years.
    Although certain written disclosures would be required, after the 
trade, for those transactions done under the second exemption to the 
rule G-15 amendment, the MSRB also seeks to address a more general need 
for time-of-trade disclosure in the proposed rule change. Rule G-17 
states: ``In the conduct of its municipal securities activities, each 
broker, dealer, and municipal securities dealer shall deal fairly with 
all persons and shall not engage in any deceptive, dishonest, or unfair 
practice.'' The MSRB has interpreted this rule to mean, among other 
things, that dealers are required to disclose, at or before the sale of 
municipal securities to a customer, all material facts concerning the 
transaction, including a complete description of the security. The 
proposed rule change includes an interpretation of rule G-17 stating 
that any time a dealer is selling to a customer a quantity of municipal 
securities below the minimum denomination for the issue, the dealer 
should consider this to be a material fact about the transaction. The 
MSRB believes that a dealer's failure to disclose such a material fact 
to the customer, and to explain how this could affect the liquidity of 
the customer's position, generally would constitute a violation of the 
dealer's duty under rule G-17 to disclose all material facts about the 
transaction of the customer.
    While the rule G-15 amendment applies only to municipal securities 
issued after June 1, 2002, the interpretation of rule G-17 applies to 
all transactions in municipal securities regardless of the date of 
issuance of the security traded. This helps ensure that all future 
investors are made aware at or prior to the time of trade that the 
securities position they are about to purchase is below the minimum 
denomination and that the liquidity of that position may be adversely 
affected by this fact.
2. Basis
    The MSRB believes the proposed rule change is consistent with 
Section 15(b)(2)(C) of the Exchange Act, which provides that the MSRB's 
rules:

    . . . be designed to prevent fraudulent and manipulative acts 
and practices, to promote just and equitable principals of trade . . 
. and to protect investors and the public interest . . .

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 in that it applies equally to all dealers in 
municipal securities.

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

    On March 14, 2001, the MSRB published a notice seeking comment on 
an exposure draft of the proposed rule change (``March 2001 draft 
amendment'') \4\ the terms of which substantially were the same as the 
rule G-15 amendment. The March 2001 draft amendment differed from the 
one in the proposed rule change in that it would have restricted 
transactions in all municipal securities, while the one in the proposed 
rule change applies only to municipal securities issued after June 1, 
2002. In addition, the proposed rule change includes an interpretation 
of rule G-17 and a rule G-8 recordkeeping requirement, while the March 
2001 draft amendment did not.
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    \4\ ``Minimum Denominations,'' MSRB Reports, Vol. 21, No. 1 (May 
2001) at 15.
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    The MSRB received comments on the March 2001 draft amendment from 
the following fifteen commentators: A.G. Edwards & Sons, Inc. (``A.G. 
Edwards''); Association for Investment Management and Research 
(``AIMR''); Colorado Health Facilities Authority (``Colorado HFA''); 
First Miami Securities, Inc. (``First Miami''); Idaho Health Facilities 
Authority (``Idaho HFA''); Indiana Health Facility Financing Authority 
(``IHFFA''); Maryland Health and Higher Educational Facilities 
Authority (``Maryland HHEFA''); MEK Securities LLC (``MEK 
Securities''); National Council of Health Facilities Finance 
Authorities (``NCHFFA''); New Jersey

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Health Care Facilities Financing Authority (``NJHCFFA''); Regional 
Municipal Operations Association (``RMOA''); Securities Operations 
Division--Securities Industry Association (``SIA Operations 
Division''); Stoever Glass and Co. (``Stoever Glass''); The Bond Market 
Association (``TBMA''); and Wisconsin Health and Educational Facilities 
Authority (``Wisconsin HEFA'').
    Among these commentators there was general though not unanimous 
support. All six municipal securities issuers who commented (``Six 
Issuers'') \5\ and the NCHFFA stated ``the draft amendment strikes an 
appropriate balance between enforcing the bondholder protections 
contained in the bond documents and not unduly impairing the liquidity 
of bonds currently held in unauthorized denominations by unsuspecting 
bondholders.'' AIMR stated that they ``view the MSRB's attempt to hold 
dealers accountable for complying with set minimum denominations as a 
positive step in reinforcing certain safeguards for existing and 
potential investors.'' A.G. Edwards also supported the March 2001 draft 
amendment because ``it will provide a level of comfort and certainty 
for customers and member firms when dealing with such situations, which 
usually are not of their own making.'' The SIA Operations Division 
stated that it ``supports the intent of the MSRB to ensure compliance 
with issuer guidelines relating to minimum denominations in 
transactions effected for customers.''
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    \5\ Colorado HFA, Idaho HFA, IHFFA, Maryland HHEFA, NJHCFFA, and 
Wisconsin HEFA.
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    Some commentators, however, expressed basic disagreement over the 
use of minimum denominations as a means to restrict purchasers to 
certain types of investors. Stoever Glass stated that a ``minimum 
purchase requirement does not properly address the intended purpose, if 
the purpose is to limit the purchase of such securities to 
sophisticated accredited investors.'' First Miami stated, ``Since many 
investors will increase their purchase to the $100,000 minimum, they 
will be taking on more risk than they are normally inclined to. If they 
don't want to invest the minimum $100,000, they are then unfairly 
denied access to these securities.''
    The TBMA emphasized the burden that the March 2001 draft amendment 
would place on dealers and on investors currently holding below-minimum 
denomination positions. The RMOA emphasized the operational 
difficulties that the March 2001 draft amendment would impose on 
dealers. Several commentators noted the potential loss of liquidity of 
current below-minimum denomination positions \6\ and the fact that 
below-minimum denomination positions can be created by a variety of 
factors other than dealer action.\7\
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    \6\ Six Issuers, NCHFFA, SIA Operations, Stoever Glass and TBMA.
    \7\ A.G. Edwards, RMOA and TBMA.
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1. Prospective Application
    The MSRB agrees with those commentators who noted that, even with 
the two exceptions, the proposed restrictions would made it more 
difficult for dealers to transact in below-minimum denomination 
positions.\8\ to use the exceptions, a dealer must: (a) establish that 
a proposed transaction fits into one of the exceptions; and (b) provide 
separate written disclosure to any customer buying into a below-minimum 
denomination position. These requirements would likely make below-
minimum denomination positions currently held by investors more 
difficult for dealers to sell.
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    \8\ MEK Securities, RMOA, SIA Operations and TBMA. The proposed 
rule change would not, as suggested in the A.G. Edwards letter and 
TBMA letter, restrict inter-dealer transactions since rule G-15 
applies only to customer transactions.
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    Because of the effect that the March 2001 draft amendment's trading 
restriction would have placed on below-minimum denomination positions, 
nine commentators suggested that the draft amendment apply only to 
securities issued after some date in the future.\9\ The MSRB adopted 
this suggestion and believes it will help to minimize the negative 
effect on liquidity for existing bondholders with below-minimum 
denomination positions and allow issuers, dealers and information 
vendors to change their current practices and systems if necessary to 
accommodate the proposed rule change.\10\ The MSRB views this as a 
significant cost to vendors and dealers, but not a major one.\11\ The 
MSRB believes that June 1, 2002 would be an appropriate effective date 
for such a rule so that issues issued after that date would be covered 
by the rule.
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    \9\ Six Issuers and NCHFFA, RMOA and TBMA.
    \10\ The accuracy of vendor information on minimum denominations 
was called into question in the comment letters of A.G. Edwards and 
TBMA. MEK Securities suggested an enhancement to the MSRB's web site 
that would include a list of CUSIP numbers and their respective 
minimum denominations. Since private vendors have been active in 
collecting descriptive information on municipal securities for a 
number of years, the MSRB believes that information generally is 
available, even though, as in any information database there may be 
errors. The MSRB does not believe that it should explore undertaking 
this information function itself unless the vendor response to the 
proposed rule change is shown to be ineffective.
    \11\ Based on representations from the three major information 
vendors, each has a field for minimum denominations.
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2. Confirmation Disclosure or Separate Written Disclosure
    For those securities issued after the effective date, the March 
2001 draft amendment would have required a dealer to provide a separate 
written disclosure to a customer purchasing a below-minimum 
denomination position. RMOA suggested that it would be easier for the 
dealer in this case simply to provide confirmation disclosure. The MSRB 
concluded that confirmation disclosure would be easier for some 
dealers, but noted that other dealers may find it easier to send a 
separate written document rather than to change their automated systems 
that produce customer confirmations. Since either form of written 
disclosure should serve the same purpose, the MSRB chose to give 
dealers the option of providing written disclosure on a separate 
written document or on a trade confirmation.
3. Institutional Customers
    A proposal was made by Stoever Glass to limit sales of below-
minimum denomination positions to accredited investors, in lieu of the 
restrictions proposed by the March 2001 draft amendment. The MSRB 
considered whether it would be possible to restrict sales of below-
minimum denomination positions to ``institutional accounts,'' as 
defined under MSRB rule G-8(a)(xi), without a separate written 
disclosure. While this exemption probably would fit within the issuer's 
objective, it would be inconsistent with the approach taken in the 
Exchange Act Rule 15c2-12 and the MSRB did not adopt it.
4. Customer Ability To Sell Part of Below-Minimum Denomination Position 
Instead of Whole Position Liquidated
    A.G. Edwards, TBMA and SIA Operations Division stated that they 
believe it is unfair to the investor holding a below-minimum 
denomination position to be required to sell the entire position at one 
time. The MSRB believes that allowing partial sales by the customer in 
these cases would act against the basic purpose of the rule. For 
example, an institutional investor holding a position of $95,000 could 
sell out the position at $5,000 or $10,000 per transaction, effectively 
reaching the retail market with the securities and creating a number of 
below-minimum denomination positions where there was once only one. The 
MSRB also notes that, with the prospective application of the rule,

[[Page 67346]]

current investors would not be affected and that future investors in 
issues issued after June 1, 2002 will have notice of the effect of 
minimum denominations on their municipal securities positions.
5. Other Suggestions
    A.G. Edwards and TBMA both recommended that dealers should be able 
to correct an erroneous transaction done in a below-minimum 
denomination amount. If a dealer mistakenly sells a below-minimum 
denomination position to a customer, such a correction generally would 
be possible under the second exception in the proposed rule change.\12\ 
Other commentators suggested that the rule should not apply if the 
issuer failed to state the purpose of its denomination restriction in 
bond documents or if a below-minimum denomination position was created 
by an action of the issuer, such as by a partial call. The MSRB notes 
that issuers do not generally state the purpose of the denominations 
they choose. Moreover, Rule 15c2-12 provides disclosure exemptions that 
apply to an issue regardless of whether the issuer states the purpose 
of its minimum denomination in bond documents or exercises calls that 
take an investor's authorized position into a below-minimum 
denomination amount. Therefore, the MSRB has not adopted these 
suggestions.
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    \12\ There may be unique situations when dealers effect 
transactions in violation of the rule and cannot reverse the 
transactions under the second exception. For example, a dealer may 
unintentionally sell an unauthorized amount of securities to a 
customer already holding an authorized amount. The transaction would 
be a violation of the rule, albeit an unintentional one. The MSRB 
believes the enforcement agencies have enough flexibility that they 
are not required to further penalize the dealer if the dealer 
corrects the situation by reversing the transaction.
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III. Date of Effectiveness of the Proposed Rule Change and Timing 
for Commission Action

    Within 35 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding, or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (a) by order approve such proposed rule change, or
    (b) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

     Interested persons are inviting to submit written data, views, and 
arguments concerning the forgoing, including whether the proposed rule 
change is consistent with the Act. Persons making written submission 
should file six copies thereof with the Secretary, Securities and 
Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. 
Copies of the submissions, 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 SR-MSRB-2001-07 and should be 
submitted by January 18, 2002.

    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. 01-31917 Filed 12-27-01; 8:45 am]
BILLING CODE 8010-01-M