[Federal Register Volume 74, Number 91 (Wednesday, May 13, 2009)]
[Notices]
[Pages 22615-22617]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E9-11119]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-59881; File No. SR-MSRB-2009-05]


Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing of Proposed Rule Change Relating to the 
Subscription Service for Continuing Disclosure Documents Through the 
Electronic Municipal Market Access System (EMMA[supreg])

May 7, 2009.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is 
hereby given that on April 22, 2009, the Municipal Securities 
Rulemaking Board (the ``MSRB'') filed with the Securities and Exchange 
Commission (the ``Commission'') the proposed rule change as described 
in Items I, II, and III below, which Items have been prepared by the 
MSRB. The Commission is publishing this notice to solicit comments on 
the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The MSRB has filed with the Commission a proposed rule change to 
establish a real-time subscription to the document collection of the 
continuing disclosure service of the MSRB's Electronic Municipal Market 
Access system (``EMMA'').\3\ The MSRB has requested approval of the 
proposed rule change on or prior to July 1, 2009.
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    \3\ The Commission has previously approved the establishment of 
the continuing disclosure service of EMMA, which will commence 
operation on July 1, 2009. See Securities Exchange Act Release No. 
59061 (December 5, 2008), 73 FR 75778 (December 12, 2008) (File No. 
SR-MSRB-2008-05) (approving the continuing disclosure service of 
EMMA with an effective date of July 1, 2009).
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    The text of the proposed rule change is available on the MSRB's Web 
site at http://www.msrb.org/msrb1/sec.asp, at the MSRB's principal 
office, and at the Commission's Public Reference Room.

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

[[Page 22616]]

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
    The proposed rule change consists of a proposal to establish a 
real-time subscription to the continuing disclosure document 
collection. The real-time data stream subscription to the EMMA 
continuing disclosure service to be provided through a Web service 
would be made available for an annual fee of $45,000.\4\ The continuing 
disclosure subscription service would make available to subscribers all 
continuing disclosure documents and related information provided by 
submitters through the EMMA submission process that is posted on the 
EMMA portal. Such documents and information would be made available to 
subscribers simultaneously with the posting thereof on the EMMA portal.
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    \4\ The proposed subscription price would cover a portion of the 
administrative, technical and operating costs of the EMMA continuing 
disclosure subscription service but would not cover all costs of 
such subscription service or of the EMMA continuing disclosure 
service. The MSRB has proposed establishing the subscription price 
at a fair and reasonable level consistent with the MSRB's objective 
that subscriptions be made available on terms that promote the broad 
dissemination of documents and data throughout the marketplace.
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    Data with respect to the EMMA continuing disclosure service to be 
provided through the real-time data stream would consist of the 
following elements, among others and as applicable, as would be more 
specifically set forth in the EMMA Continuing Disclosure Subscriber 
Manual posted on the EMMA portal: (i) Submission data, including 
submission ID and submission transaction date/time; (ii) disclosure 
indexing data, including disclosure type, financial/operating 
disclosure category, event disclosure category, other voluntary 
disclosure description, disclosure dates, and CUSIP numbers; (iii) 
contact information data, including contact organization type, contact 
name, address, phone number, and e-mail address; and (iv) document 
data, including document ID, document posting date, and document status 
indicator.
    The EMMA Continuing Disclosure Subscriber Manual would set forth a 
complete, up-to-date listing of all data elements made available 
through the continuing disclosure subscription service, including 
detailed definitions of each data element, specific data format 
information, and information about technical data elements to support 
transmission and data-integrity processes between EMMA and subscribers.
    Subscriptions would be provided through computer-to-computer data 
streams utilizing XML files for data and files in a designated 
electronic format (consisting of PDF files) for documents. Appropriate 
schemas and other technical specifications for accessing the Web 
services through which the real-time data stream is to be provided 
would be set forth in the EMMA Continuing Disclosure Subscriber Manual.
    The MSRB would make the continuing disclosure subscription service 
available on an equal and non-discriminatory basis. In addition, the 
MSRB would not impose any limitations on or additional charges for 
redistribution of such documents by subscribers to their customers, 
clients or other end-users. Subscribers would be subject to all of the 
terms of the subscription agreement to be entered into between the MSRB 
and each subscriber, including proprietary rights of third parties in 
information provided by such third parties that is made available 
through the subscription. The MSRB would not be responsible for the 
content of the information or documents submitted by submitters 
distributed to subscribers through the continuing disclosure 
subscription service.
2. Statutory Basis
    The MSRB has adopted the proposed rule change pursuant to Section 
15B(b)(2)(C) of the Exchange Act, which provides that MSRB's rules 
shall: Be designed to prevent fraudulent and manipulative acts and 
practices, to promote just and equitable principles of trade, to foster 
cooperation and coordination with persons engaged in regulating, 
clearing, settling, processing information with respect to, and 
facilitating transactions in municipal securities, to remove 
impediments to and perfect the mechanism of a free and open market in 
municipal securities, and, in general, to protect investors and the 
public interest.
    The MSRB believes that the proposed rule change is consistent with 
the Exchange Act and will serve to promote the statutory mandate of the 
MSRB to protect investors and the public interest. The EMMA continuing 
disclosure subscription service would serve as a mechanism by which the 
MSRB works toward removing impediments to and helping to perfect the 
mechanisms of a free and open market in municipal securities. The 
subscription service would make the indexed comprehensive collection of 
continuing disclosure documents of the EMMA continuing disclosure 
service available to marketplace participants for redissemination and 
for use in creating value-added products and services. Such 
redissemination and third-party use would provide market participants, 
including investors and the general public, additional avenues for 
obtaining these key disclosures and would make additional tools 
available in making well-informed investment decisions. Broad access to 
continuing disclosure documents through the subscription service, in 
addition to the public access available through the EMMA Web portal, 
should further assist in preventing fraudulent and manipulative acts 
and practices by improving the opportunity for public investors to 
access material information about issuers, their securities and the 
prices at which such securities trade.
    Furthermore, broader re-dissemination and third-party use of 
continuing disclosure documents should promote a more fair and 
efficient municipal securities market in which transactions are 
effected on the basis of material information available to all parties 
to such transactions, which should allow for fairer pricing of 
transactions based on a more complete understanding of the terms of the 
securities (including any changes thereto), changes in circumstances of 
issuers and obligated persons, and the potential investment risks 
arising therefrom.

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

    The MSRB does not believe that the proposed rule change would 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Exchange Act.\5\ The

[[Page 22617]]

proposed rule change would make the continuing disclosure subscription 
service available to all persons on an equal and non-discriminatory 
basis. The documents and information provided through the subscription 
service would be available to all subscribers simultaneously with their 
availability through the EMMA Web portal. In addition to making the 
documents and information available for free on the EMMA Web portal to 
all members of the public, the MSRB would make continuing disclosure 
documents and information available by subscription on an equal and 
non-discriminatory basis without imposing restrictions on subscribers 
from, or imposing additional charges on subscribers for, re-
disseminating such documents or otherwise offering value-added services 
and products based on such documents on terms determined by each 
subscriber.\6\ The MSRB believes that the proposed rule change would 
promote increased competition among information services in the 
marketplace resulting from the entry of additional commercial 
enterprises.
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    \5\ The MSRB previously stated in its filing with the Commission 
in connection with the permanent EMMA continuing disclosure service 
that it believes that the continuing disclosure service would 
promote, rather than hinder, further competition, growth and 
innovation in this area. See Securities Exchange Act Release No. 
58256 (July 30, 2008) 73 FR 46161 (August 7, 2008) (File No. SR-
MSRB-2008-05) (proposing the establishment of the continuing 
disclosure service of EMMA). See also Securities Exchange Act 
Release No. 59061 (December 5, 2008), 73 FR 75778 (December 12, 
2008) (File No. SR-MSRB-2008-05) (approving the continuing 
disclosure service of EMMA with an effective date of July 1, 2009). 
The MSRB stated that it believes that the benefits realized by the 
investing public from the broader and easier availability of 
disclosure information about municipal securities that would be 
provided through the EMMA continuing disclosure service would 
justify any potentially negative impact on existing enterprises from 
the operation of EMMA.
    \6\ The MSRB notes that subscribers may be subject to 
proprietary rights of third parties in information provided by such 
third parties that is made available through the subscription.
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C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants or Others

    Written comments were neither solicited nor received on the 
proposed rule change. However, in a notice published by the MSRB on 
January 31, 2008, the MSRB described and sought comment on its plan for 
implementing a continuing disclosure service that would be integrated 
into other services to be offered through EMMA (the ``2008 
Notice'').\7\ In particular, the MSRB stated its plan to institute the 
continuing disclosure service to accept submissions of continuing 
disclosure documents pursuant to continuing disclosure undertakings 
consistent with Rule 15c2-12. In addition to making continuing 
disclosures available at no cost through the EMMA portal, the MSRB 
would make such disclosures available through a paid real-time data 
stream subscription for redissemination or other use by subscribers. 
One commentator asked whether periodic filings other than submissions 
of annual financial information, such as quarterly or monthly financial 
results, would be accepted.\8\ Another commentator stated that it 
strongly believed that EMMA should be capable of housing all disclosure 
documents, extending beyond those specifically required by Rule 15c2-
12, and could only support a system that allows access to other 
pertinent information.\9\ The MSRB supports the dissemination of 
additional continuing disclosures beyond the baseline established by 
Rule 15c2-12 and is providing for such submission and dissemination in 
this filing.
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    \7\ See MSRB Notice 2008-05 (January 31, 2008). The comments 
received on this notice are discussed in SR-MSRB-2008-05 (July 29, 
2008). See also Securities Exchange Act Release No. 58256 (July 30, 
2008), 73 FR 46161 (August 7, 2008) (File No. SR-MSRB-2008-05) 
(proposing the establishment of the continuing disclosure service of 
EMMA). Comments relating to voluntary filings of continuing 
disclosure documents not contemplated under Exchange Act Rule 15c2-
12 are discussed herein.
    \8\ See letter from Robert Donovan and Stephen M. Fillebrown, 
National Association of Health and Education Facilities Finance 
Authorities, to Ernesto A. Lanza, Senior Associate General Counsel, 
MSRB, dated March 3, 2008.
    \9\ \\ See letter from\\ Rob Yolland, Chairman, National 
Federation of Municipal Analysts, to Mr. Lanza, dated March 10, 
2008.
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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 the proposed rule change, or
    (B) Institute proceedings to determine whether the proposed rule 
change should be disapproved.
    The MSRB has requested that the Commission approve the proposed 
rule change on or prior to July 1, 2009.

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 Exchange 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-2009-05 on the subject line.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington DC 20549-1090.

All submissions should refer to File Number SR-MSRB-2009-05. 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, 100 F Street, NE., 
Washington, DC 20549, on official business days between the hours of 10 
a.m. and 3 p.m. Copies of the filing will also be available for 
inspection and copying at the principal office of the MSRB. 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 No. SR-MSRB-2009-05 and should be 
submitted on or before June 3, 2009.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\10\
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    \10\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.

[FR Doc. E9-11119 Filed 5-12-09; 8:45 am]
BILLING CODE 8010-01-P