[Federal Register Volume 69, Number 234 (Tuesday, December 7, 2004)]
[Notices]
[Pages 70731-70735]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E4-3514]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-50773; File No. SR-MSRB-2004-08]


Self-Regulatory Organizations; Notice of Filing of Proposed Rule 
Change by the Municipal Securities Rulemaking Board Relating to 
Amendments to MSRB Rule G-34, on CUSIP Numbers and New Issue 
Requirements, To Facilitate Real-Time Transaction Reporting of Trades 
in New Issue Municipal Securities

December 1, 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 November 18, 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.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

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

    The MSRB is filing a proposed rule change consisting of an 
amendment to its rule G-34, on CUSIP numbers and new issue 
requirements, to facilitate real-time transaction reporting of trades 
in new issue municipal securities.
    Below is the text of the proposed rule change. Proposed new 
language is in italics; proposed deletions are in brackets.
* * * * *
Rule G-34: CUSIP Numbers and New Issue Requirements
    (a) New Issue Securities.
    (i) Assignment of CUSIP Numbers.
    (A) Except as otherwise provided in this section (a), each broker, 
dealer or municipal securities dealer who

[[Page 70732]]

acquires, whether as principal or agent, a new issue of municipal 
securities from the issuer of such securities for the purpose of 
distributing such new issue (``underwriter'') shall apply in writing to 
the Board or its designee for assignment of a CUSIP number or numbers 
to such new issue. The [broker, dealer or municipal securities dealer] 
underwriter shall make such application as promptly as possible, but in 
no event later than, in the case of negotiated sales, a time sufficient 
to ensure assignment of a CUSIP number or numbers [on or] prior to the 
[business day on which] time the contract to purchase the securities 
from the issuer is executed; or, in the case of competitive sales, the 
[date of award] time of the first execution of a transaction in the new 
issue by the underwriter. A broker, dealer or municipal securities 
dealer acting as a financial advisor to an issuer in connection with a 
competitive sale of an issue shall ensure that application for a CUSIP 
number or numbers is made in sufficient time to permit assignment of 
CUSIP numbers prior to the [date] time of award. [The broker, dealer or 
municipal securities dealer shall provide to the Board or its designee] 
In making an application for CUSIP number assignment, the following 
information shall be provided:
    (1)-(8) No changes.
    (B) The information required by subparagraph (i)(A) of this section 
(a) shall be provided in accordance with the provisions of this 
subparagraph. [At the time application is made the broker, dealer or 
municipal securities dealer making such application shall provide to 
the Board or its designee a] The application shall include a copy of a 
notice of sale, official statement, legal opinion, or other similar 
documentation prepared by or on behalf of the issuer, or portions of 
such documentation, reflecting the information required by subparagraph 
(i)(A) of this section (a). Such documentation may be submitted in 
preliminary form if no final documentation is available at the time of 
application. In such event the final documentation, or the relevant 
portions of such documentation, reflecting any changes in the 
information required by subparagraph (i)(A) of this section (a) shall 
be submitted when such documentation becomes available. If no such 
documentation, whether in preliminary or final form, is available at 
the time application for CUSIP number assignment is made, such copy 
shall be provided promptly after the documentation becomes available.
    (C) The provisions of paragraph (i) of this section (a) shall not 
apply with respect to any new issue of municipal securities on which 
the issuer or a person acting on behalf of the issuer has submitted an 
application for assignment of a CUSIP number or numbers. [to such issue 
to the Board or its designee.]
    (D) In the event that the proceeds of the new issue will be used, 
in whole or in part, to refund an outstanding issue or issues of 
municipal securities in such a way that part but not all of the 
outstanding issue or issues previously assigned a single CUSIP number 
is to be refunded to one or more redemption date(s) and price(s) (or 
all of an outstanding issue is to be refunded to more than one 
redemption date and price), the broker, dealer or municipal securities 
dealer shall apply in writing to the Board or its designee for a 
reassignment of a CUSIP number to each part of the outstanding issue 
refunded to a particular redemption date and price and shall provide to 
the Board or its designee the following information on the issue or 
issues to be refunded:
    (1)-(3) No changes.
    The [broker, dealer or municipal securities dealer] underwriter 
also shall provide documentation supporting the information provided 
pursuant to the requirements of this subparagraph (D).
    (ii) Application for Depository Eligibility, CUSIP Number Affixture 
and Initial Communications. Each [broker, dealer or municipal 
securities dealer who acquires, whether as principal or agent, a new 
issue of municipal securities from the issuer of such securities for 
the purpose of distributing such new issue (``] underwriter ['')] shall 
carry out the following functions:
    (A)-(B) No changes.
    (C) The underwriter[, on initial trade date,] shall [communicate] 
as promptly as possible announce each item of information listed below 
in a manner reasonably designed to reach market participants that may 
trade the new issue. All information shall be announced no later than 
the time of the first execution of a transaction in the new issue by 
the underwriter.
    [the following information to syndicate and selling group members]:
    (1) No changes.
    (2) the [initial trade date] time of formal award. For purposes of 
this subparagraph (a)(ii)(C), [initial trade date] time of formal award 
shall mean, for competitive issues, [either] the [date] time [of] the 
issuer announces the award, [or the first date allocations are made to 
syndicate or selling group members, whichever date is later,] and, for 
negotiated issues, [either] the [date] time [on which] the contract to 
purchase the securities from the issuer is executed[, or the first date 
allocations are made to syndicate or selling group members, whichever 
date is later].
    (D) No changes.
    (iii) No changes.
    (b)-(c) No changes.
* * * * *

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

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

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

1. Purpose
    On January 31, 2005, the municipal securities market is scheduled 
to complete its conversion from overnight ``batch'' systems for trade 
reporting to ``real-time'' systems.\3\ Beginning on this date, 
amendments to MSRB Rule G-14, on transaction reporting, become 
effective to require brokers, dealers and municipal securities dealers 
(collectively ``dealers'') to submit most trade reports within 15 
minutes after trade execution rather than by midnight on trade date. 
The purpose of the proposed rule change is to help dealers meet these 
accelerated trade reporting obligations on the first day of trading in 
an issue.
---------------------------------------------------------------------------

    \3\ SR-MSRB-2004-07, November 15, 2004. See ``Notice of Filing 
of Implementation Plan for Real-Time Transaction Reporting System,'' 
MSRB Notice 2004-36, dated November 17, 2004, at http://www.msrb.org. See also ``Approval by the SEC of Real-Time 
Transaction Reporting and Price Dissemination: Rules G-12(f) and G-
14,'' MSRB Notice 2004-29, dated September 2, 2004, at http://www.msrb.org.
---------------------------------------------------------------------------

Existing Provisions of Rule G-34 Supporting Overnight Trade Reporting
    Rule G-14 currently sets a midnight deadline on trade date for 
dealers to submit trade reports for transaction reporting purposes.\4\ 
The requirement applies to new issue trades as well as to secondary 
market trades. Rule G-34, on CUSIP numbers and new issue requirements, 
requires the underwriter \5\

[[Page 70733]]

of a new issue to take several actions so that syndicate and selling 
group members can report their trades properly at the end of the first 
day of trading in a new issue. Under the existing requirements of the 
rule, the underwriter must: (i) Ensure that CUSIP numbers are assigned 
to the issue by the day that the issue is formally awarded; and (ii) 
communicate the CUSIP numbers and the initial trade date for the issue 
to syndicate and selling group members on the initial trade date. This 
latter provision allows syndicate and selling group members to process 
and report their own transactions in the issue in a coordinated and 
correct manner on the initial trade date.
---------------------------------------------------------------------------

    \4\ See Rule G-14, on transaction reporting, Rule G-14 
Procedures, and the Transaction Reporting User Manual, at http://www.msrb.org.
    \5\ Except where context indicates otherwise, references to 
``underwriter'' in the context of Rule G-34 are meant to include 
placement agents as well as dealers that purchase securities from 
the issuer as principal. If there is an underwriting syndicate, the 
lead manager is considered to be the underwriter for purposes of 
Rule G-34. See, e.g., MSRB Rule G-34(a)(ii) and G-34(a)(iii).
---------------------------------------------------------------------------

    The term ``initial trade date'' is defined in Rule G-34 as follows: 
For negotiated issues, it is the date that the BPA is executed or the 
date that allocations are first made by the underwriter, whichever is 
later. For competitive sales, it is the date the official award is made 
by the issuer or the date that allocations are first made by the 
underwriter, whichever is later. This definition gives some flexibility 
to the underwriter in determining the initial trade date on which 
trading in an issue officially starts. For example, if the underwriter 
chooses not to execute its first transactions \6\ on the formal award 
date (as might be the case if the BPA is signed at night), it may 
instead execute its first transactions on the next business day.
---------------------------------------------------------------------------

    \6\ The term ``allocations'' used in the current language of 
Rule G-34 refers to the ``final'' allocations by the underwriter, 
which are confirmable transactions.
---------------------------------------------------------------------------

Proposed Rule Change to Rule G-34 to Support Real-Time Trade Reporting
    Beginning January 31, 2005, the transaction reporting process for 
municipal securities will convert to a ``real-time'' process, with most 
trades being subject to a 15-minute reporting requirement. Two 
exceptions in Rule G-14 would apply to some transactions done on the 
first day of trading. Under those exceptions: (i) Dealers that are 
members of a syndicate or selling group \7\ that effect trades in a new 
issue at the list offering price may report trades by the end of the 
first day of trading; and (ii) dealers that are not syndicate or 
selling group members and that have not traded an issue in the previous 
year may report trades within three hours of the time of trade 
execution.\8\ While many trades executed during the first day of 
trading will qualify for one of these exemptions, other trades (e.g., 
``non-list price'' trades by syndicate or selling group members) will 
have to be reported within 15 minutes of trade execution. It also 
should be noted that the three-hour reporting exception, which will 
generally be available to dealers outside the underwriting group on the 
first day of trading, will require accelerated reporting of trades 
compared with the current end-of-day reporting requirement. The 
proposed rule change modifies existing provisions of Rule G-34 to 
ensure that dealers can report trades in a timely manner in this real-
time processing environment.
---------------------------------------------------------------------------

    \7\ References to ``syndicate and selling group members'' in 
this context are meant to include managers of syndicates as well as 
sole underwriters or placement agents in non-syndicated offerings.
    \8\ See ``Real-Time Transaction Reporting: Notice of Filing of 
Proposed Rule Change to Rules G-14 and G-12(f),'' MSRB Notice 2004-
13, dated June 1, 2004, on http://www.msrb.org.
---------------------------------------------------------------------------

``Time of Formal Award''
    Since the timing for trade reports in a real-time environment 
generally will be measured from the time of trade execution rather than 
the day that the trade occurs, the proposed rule change replaces the 
concept of ``initial trade date'' with ``time of formal award.'' This 
term, reflecting the earliest time that a trade in a new issue can be 
executed,\9\ is defined as: (i) For negotiated issues, the time that 
the BPA is executed; and (ii) for competitive issues, the time of the 
issuer's official announcement of the award.\10\
---------------------------------------------------------------------------

    \9\ See MSRB Rule G-12 Interpretive Letter, ``Confirmation: 
Mailing of WAII confirmation,'' dated April 30, 1982, on http://www.msrb.org.
    \10\ Although the time of formal award represents the earliest 
time that a trade in a new issue can be executed, the underwriter is 
not required by MSRB rules to execute trades at that time. In cases 
in which a formal award occurs after the end of the business day, or 
at night, for example, the underwriter might choose to execute its 
first transactions on the next business day, just as is permitted 
under the current language of Rule G-34.
---------------------------------------------------------------------------

Communication of CUSIP Numbers, Identifying Information and Time of 
Formal Award
    The proposed rule change will ensure the dissemination of CUSIP 
numbers, identifying information and the time of formal award is made 
in a manner to allow real-time reporting of transactions in new issue 
securities. The proposed rule change states a duty of the underwriter 
to communicate this information ``as promptly as possible'' and ``in a 
manner reasonably designed to reach all market participants that may 
trade the new issue'' and also states a firm deadline for this to be 
done, in any event, no later than the time that the underwriter 
executes its first transaction in the issue.\11\
---------------------------------------------------------------------------

    \11\ The proposed rule change thus states a deadline similar to 
the one that exists currently in the rule that requires 
communication of information to be made on ``initial trade date.'' 
The proposed rule change phrases the deadline in terms of ``first 
execution of a transaction by the underwriter'' rather than by use 
of the term ``first date that allocations are made.'' This avoids 
the ambiguity of the term ``allocations,'' which are sometimes 
conditional on the formal award of an issue.
---------------------------------------------------------------------------

    The requirement to provide this information ``as promptly as 
possible'' takes into account that CUSIP numbers may be available well 
in advance of the time of formal award for a negotiated issue and must 
be disseminated as soon as practical after they are known. The ``time 
of formal award'' for a negotiated issue generally will occur after 
CUSIP numbers are assigned. This information also should be 
communicated as soon as it is known, although it is not intended that 
this would require an underwriter to make such a communication after 
normal business hours, as might be the case if a BPA is signed at 
night.\12\
---------------------------------------------------------------------------

    \12\ As discussed, underwriters should be aware that, when other 
dealers have pending orders in a new issue, those dealers will be 
waiting for the underwriter's announcement prior to executing their 
own transactions. Therefore, it is important that information on the 
time of formal award and CUSIP numbers not be delayed unreasonably.
---------------------------------------------------------------------------

    In the case of competitive issues, it is expected that the 
underwriter winning an auction would communicate the CUSIP numbers and 
time of formal award, together, shortly after the issuer announces the 
winner of the auction. However, if there is a lengthy delay between the 
opening of bids and the formal announcement (marking the time that 
trades can be executed), the presumed underwriter would be required to 
disseminate CUSIP numbers as soon as they are available in order to 
facilitate trade processing once the formal award is announced. As 
discussed in more detail below, it may be necessary in some cases for 
the winner of a competitive sale to delay making the required 
communication of CUSIP numbers (and to delay trade executions) if CUSIP 
numbers are not pre-assigned to the issue prior to the auction.
    It is expected that syndicate and selling group members often will 
have pending orders in a new issue prior to its formal award and will 
await the underwriter's communication of the time of formal award 
before executing trades and reporting them to the transaction reporting 
system. However, dealers outside the underwriting group also may have 
pending orders in an issue and need to know the time of

[[Page 70734]]

formal award.\13\ Under the existing provisions of Rule G-34, dealers 
that are not in the underwriting group do not receive a communication 
from the underwriter notifying them of the ``initial trade date'' of 
the issue. The proposed rule change will help ensure that these dealers 
receive the necessary information to execute trades by requiring 
underwriters to disseminate the information in ``a manner reasonably 
designed to reach market participants that may trade the issue.'' \14\
---------------------------------------------------------------------------

    \13\ Although trade executions and trade confirmations are not 
permitted prior to the time of formal award, dealers often solicit 
orders, accept orders and (after final pricing decisions are made) 
conditionally allocate to orders, even though the formal award has 
not yet occurred. The proposed rule change is designed to facilitate 
the flow of information so that these dealers will know the earliest 
time that these ``conditional trading commitments'' can be executed 
in a new issue and will have the information necessary to ensure 
that trade reports can be made in a timely manner after execution.
    \14\ Accordingly, the dissemination requirement in the proposed 
rule change applies to sole underwriters as well as to syndicate 
managers.
---------------------------------------------------------------------------

    The proposed rule change does not specify the particular method 
that must be used to disseminate information ``in a manner reasonably 
designed to reach market participants that may trade the issue.'' For 
large issues that are widely sold in the market, it effectively would 
require dissemination of the information on an electronic platform that 
provides real-time bond information and that is generally accessible to 
dealers. Unlike the current provision in Rule G-34, the requirement to 
disseminate information applies to sole underwriters as well as to 
syndicate managers. However, the proposed rule change also contemplates 
that the method of dissemination be appropriate to the type of 
offering. For example, in the case of a limited placement or a small 
offering where the underwriter knows all of the parties that will have 
trades on the first day of trading, notification to those parties would 
be sufficient to satisfy the rule and further dissemination of the 
information would not be necessary.
    As discussed below, industry commentators stated that existing 
information service providers are able to accommodate the dissemination 
of information necessary under the rule. Thus the proposed rule change 
does not specify or suggest particular electronic platforms by which a 
required dissemination should be made.
Timing for CUSIP Number Assignment
    A final provision of the proposed rule change is a modification in 
the underwriter's deadline for CUSIP number assignment.\15\ For 
negotiated issues, the proposed rule change advances the existing 
deadline that assignments be made by the ``business day on which the 
BPA is signed'' to a requirement that numbers be assigned ``by the time 
of formal award.'' For competitive issues, the proposed rule change 
alters the deadline from ``date of award'' to ``the first execution of 
a transaction by the underwriter.'' For various reasons CUSIP numbers 
are not always pre-assigned to competitively bid issues.\16\ In a real-
time environment, it may not be possible for the winning underwriter to 
have the CUSIP numbers assigned by the time of formal award under these 
circumstances. During normal business hours, the underwriter in these 
situations generally can obtain CUSIP numbers within an hour or two, at 
which time notifications would be made and trade executions in the 
issue could begin.
---------------------------------------------------------------------------

    \15\ The proposed rule change also makes technical changes for 
purposes of clarity.
    \16\ The proposed rule change does not affect existing 
provisions in Rule G-34 that require a dealer acting as financial 
advisor in connection with a competitive sale to ensure that CUSIP 
numbers are pre-assigned to the issue. Not all financial advisors, 
however, are dealers.
---------------------------------------------------------------------------

2. Statutory Basis
    The MSRB believes that the proposed rule change is consistent with 
section 15B(b)(2)(C) of the Act,\17\ 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. * * *'' \18\
---------------------------------------------------------------------------

    \17\ 15 U.S.C. 78o-4(b)(2)(C).
    \18\ Id.
---------------------------------------------------------------------------

    The MSRB has a long-standing policy to increase price transparency 
in the municipal securities market, with the ultimate goal of 
disseminating pricing data on a contemporaneous, real-time, basis. The 
proposed rule change will facilitate the processing of transactions in 
new issue municipal securities so that such transactions can be 
reported to the MSRB in real-time and prices of such transactions can 
be disseminated on a contemporaneous basis.

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

    The MSRB does not believe that the proposed rule change will result 
in any burden on competition among dealers 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 Members, Participants, or Others

    Comments in the proposed rule change were solicited in a notice 
dated June 18, 2004 (``June 2004 Notice'').\19\ The MSRB received two 
comment letters. Comments were received from:
---------------------------------------------------------------------------

    \19\ ``Notice Requesting Comment on Draft Amendments to Rule G-
34 to Facilitate Real-Time Transaction Reporting and Explaining Time 
of Trade for Reporting New Issue Trades,'' MSRB Notice 2004-18, 
dated June 18, 2004, on http://www.msrb.org.
---------------------------------------------------------------------------

    The Bond Market Association (``BMA'').\20\
---------------------------------------------------------------------------

    \20\ Letter to Justin R. Pica, MSRB, from Leslie M. Norwood, The 
Bond Market Association, dated August 18, 2004.
---------------------------------------------------------------------------

    Standard and Poor's CUSIP Service Bureau (``CUSIP'').\21\
---------------------------------------------------------------------------

    \21\ Letter to Justin R. Pica, MSRB, from Harry J. Lopez and 
Gerard Faulkner, Standard and Poor's CUSIP Service Bureau, dated 
August 17, 2004.
---------------------------------------------------------------------------

    BMA indicated general support for the proposed rule change. BMA 
``fully support[s] dissemination of CUSIP numbers to the current 
information service providers as soon as practicable after they are 
known and in no case later than the `time of first execution.' '' 
CUSIP, while neutral, suggested industry practices that would help 
implement the proposed rule change with respect to CUSIP number 
availability. CUSIP recommended applying as early as possible for CUSIP 
number assignment and states that it ``is not limited in any way from 
assigning CUSIP numbers prior to the sale of a new municipal offering 
so long as the [CUSIP Service Bureau] is properly notified and a 
preliminary official statement or similar offering document is 
provided.'' To expedite assignment of CUSIP numbers, CUSIP recommended 
that underwriters submit requests for CUSIP numbers electronically 
rather than by fax and stated that it is considering enhancements to 
its internet-based application process to further expedite the 
assignment and availability of CUSIP numbers.
Dissemination of Information by Underwriters
    In the June 2004 Notice the MSRB specifically requested comment on 
whether electronic venues exist in the marketplace by which 
underwriters could make announcements that provide reasonable access to 
information about a new issue to all dealers. Such a venue would be 
necessary to communicate CUSIP

[[Page 70735]]

numbers, identifying information and the time of formal award to 
dealers outside of the syndicate and selling group that may have 
``conditional trading commitments'' in the new issue. The MSRB stated 
in the June 2004 Notice that, if such a venue did not currently exist, 
or if there would be problems in making effective announcements through 
existing venues, the MSRB could offer to provide such a special-purpose 
solution.
    The BMA ``strongly supports the use of current information service 
providers to carry this information, and feels that additional systems, 
emails, newsgroup postings, and processes should not be implemented.'' 
In its comment letter, the BMA stated that it has set up a ``G-34 Task 
Force'' to work with current information service providers ``to: (a) 
Increase awareness about the need for quick and accurate dissemination 
of final CUSIP numbers, the ``time of formal award'' and the ``time of 
first execution,'' and (b) to include new fields in their systems, if 
necessary, to accommodate the dissemination of this information from 
underwriters to market participants on a real-time basis.'' CUSIP 
stated that it would ``consider offering a new service whereby [CUSIP 
Service Bureau] communicates newly assigned municipal CUSIP numbers to 
all syndicate members and dealers outside of the syndicate group.''
    Based on the comments received indicating that existing industry 
systems can provide broad real-time dissemination of information to 
industry members, the MSRB has decided not to offer to provide a 
special-purpose solution for making announcements to market 
participants. However, the MSRB will review the operation of industry 
systems for disseminating information and will readdress this issue if 
necessary in the future.

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 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 [email protected]. Please include 
File Number SR-MSRB-2004-08 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-2004-08. This 
file number should be included on the subject line if e-mail is used. 
To help the Commission process and review your comments more 
efficiently, please use only one method. The Commission will post all 
comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, 
all written statements with respect to the proposed rule change that 
are filed with the Commission, and all written communications relating 
to the proposed rule change between the Commission and any person, 
other than those that may be withheld from the public in accordance 
with the provisions of 5 U.S.C. 552, will be available for inspection 
and copying in the Commission's Public Reference Room. Copies of such 
filing also will be available for inspection and copying at the MSRB's 
offices. All comments received will be posted without change; the 
Commission does not edit personal identifying information from 
submissions. You should submit only information that you wish to make 
available publicly. All submissions should refer to File Number SR-
MSRB-2004-08 and should be submitted on or before December 28, 2004.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\22\
Jill M. Peterson,
Assistant Secretary.
---------------------------------------------------------------------------

    \22\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

 [FR Doc. E4-3514 Filed 12-6-04; 8:45 am]
BILLING CODE 8010-01-P