[Federal Register Volume 77, Number 48 (Monday, March 12, 2012)]
[Notices]
[Pages 14574-14576]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-5907]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-66522; File No. SR-MSRB-2012-02]


Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing of Proposed Rule Change Consisting of 
Establishment of Historical Data Subscription from Submissions to the 
MSRB Electronic Municipal Market Access System (``EMMA'')

March 6, 2012.
    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 February 27, 2012, the Municipal Securities 
Rulemaking Board (``MSRB'') 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.
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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 SEC a proposed rule change to establish 
a subscription containing historical documents and data obtained from 
submissions to the MSRB Electronic Municipal Market Access System 
(EMMA[supreg]).\3\
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    \3\ EMMA is a facility of the MSRB for receiving electronic 
submissions of municipal securities disclosure and other key 
documents and related information and for making such documents and 
information available to the public, at no charge on a Web portal or 
by paid subscription feed.
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    The text of the proposed rule change is available on the MSRB's Web 
site at http://www.msrb.org/Rules-and-Interpretations/SEC-Filings/2012-Filings.aspx, 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 may be examined at the places specified in 
Item IV below. The MSRB has prepared summaries, set forth in

[[Page 14575]]

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
    In June 2009, the MSRB implemented an electronic system for free 
public access to primary market disclosure documents and related 
information for the municipal securities market through EMMA (the 
``Primary Market Disclosure Service'').\4\ In July 2009, the MSRB 
implemented a permanent continuing disclosure service to receive 
electronic submissions of, and make publicly available access to, 
continuing disclosure documents and related information through EMMA 
(the ``Continuing Disclosure Service'').\5\ EMMA provides subscription 
services, including the Primary Market Disclosure Subscription Service 
\6\ and the Continuing Disclosure Subscription Service, that make 
documents and related indexing information available on a current basis 
to subscribers through a real-time data stream.\7\ The proposed rule 
change would clarify that subscribers to the Primary Market Disclosure 
Service and Continuing Disclosure Service would be able to access 
historical data for the most recent six months on a daily rolling basis 
and establish purchase agreements for historical products consisting of 
twelve consecutive complete month data sets of the documents and 
related indexing information obtained through submissions to the 
Primary Market Disclosure Service (the ``Primary Market Disclosure 
Historical Product'') received since June 1, 2009 \8\ and submissions 
to the Continuing Disclosure Service (the ``Continuing Disclosure 
Historical Product'') received since July 1, 2009.\9\ The purpose of 
the proposed rule change is to provide historical products for the 
Primary Market Disclosure and Continuing Disclosure Subscription 
Services, which are currently only available on a current basis through 
the real-time data stream.
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    \4\ See Exchange Act Release No. 59966 (May 21, 2009).
    \5\ See Exchange Act Release No. 59061 (December 5, 2008).
    \6\ The Primary Market Disclosure Subscription Service provides 
subscribers all primary market disclosure documents, including 
official statements, preliminary official statements, advance 
refunding documents (``primary market disclosure documents''), and 
any amendments thereto, together with related indexing information, 
provided by submitters through EMMA, for an annual fee of $20,000.
    \7\ The Continuing Disclosure Subscription Service provides 
subscribers all continuing disclosure documents, together with 
related indexing information, provided by submitters through EMMA, 
for an annual fee of $45,000.
    \8\ The EMMA Primary Market Subscriber Manual provides a 
complete, up-to-date listing of all data elements made available 
through the EMMA Primary Market Disclosure Subscription Service. The 
primary market disclosure documents and data elements provided in 
the Primary Market Disclosure Historical Product are the same as 
those currently provided in the EMMA Primary Market Disclosure 
Subscription Service.
    \9\ The EMMA Continuing Disclosure Subscriber Manual provides a 
complete, up-to-date listing of all data elements made available 
through the EMMA Continuing Disclosure Subscriber Manual. The 
continuing disclosure documents and data elements provided in the 
Continuing Disclosure Historical Product are the same as those 
currently provided in the EMMA Continuing Disclosure Subscription 
Service.
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    The Primary Market Disclosure Historical Product and the Continuing 
Disclosure Historical Product would be made available to purchasers in 
electronic format using a physical medium (such as an optical disc, 
flash memory card or external hard drive),\10\ pursuant to the terms of 
the MSRB Historical Product Purchase Agreement, which would be executed 
by purchasers prior to delivery of either historical product.\11\ The 
MSRB proposes to charge $10,000 for any twelve consecutive complete 
month data set for the Primary Market Disclosure Historical Data 
Product and $22,500 for any twelve consecutive complete month data set 
for the Continuing Disclosure Historical Data Product.\12\ In general, 
no smaller data sets for either historical product will be made 
available. A one-time set-up fee of $2,000 (the ``set-up fee'') would 
be charged to new purchasers of the Primary Market Disclosure and 
Continuing Disclosure Historical Products, unless the purchaser 
subscribes to an MSRB Subscription Service, including, but not limited 
to, the MSRB Real-Time Transaction Data Subscription Service, 
Comprehensive Transaction Data Subscription Service, Short-Term 
Obligation Rate Transparency Subscription Service, Primary Market 
Disclosure Subscription Service, or the Continuing Disclosure 
Subscription Service, or has previously purchased a historical 
product.\13\
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    \10\ The MSRB will choose an appropriate physical medium for 
delivering the EMMA primary market disclosure historical product 
based upon the quantity of data included in a data set and 
technological advances in physical media.
    \11\ Purchasers would be subject to all of the terms of the MSRB 
Historical Product Purchase Agreement to be entered into between the 
MSRB and each purchaser, including terms relating to the proprietary 
and intellectual property rights of third parties in information 
provided by such third parties that is made available through the 
products.
    \12\ The purchase price does not include sales tax as required 
by Virginia state law. The purchase price is a one-time charge for 
the Primary Market Disclosure and Continuing Disclosure Historical 
Products, as applicable, and will not include any future additions 
or enhancements that may be added to the data. The MSRB could, in 
its discretion, waive or reduce the purchase price for not-for-
profit organizations that desire the product for non-profit or 
research purposes consistent with their stated charitable or other 
public purpose.
    \13\ The MSRB could, in its discretion, waive or reduce the 
product set-up fee(s) for not-for-profit organizations that desire 
the product for non-profit or research purposes consistent with 
their stated charitable or other public purpose.
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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 and 
municipal financial products, to remove impediments to and perfect 
the mechanism of a free and open market in municipal securities and 
municipal financial products, and, in general, to protect investors, 
municipal entities, obligated persons, and the public interest; and

    The MSRB has also adopted the proposed rule change pursuant to 
Section 15B(b)(3)(B)(ii) of the Exchange Act, which provides that the 
MSRB shall:

Not be prohibited from charging commercially reasonable fees for 
automated subscription-based feeds or similar services, or for 
charging for other data or document-based services customized upon 
request of any person, made available to commercial enterprises, 
municipal securities market professionals, or the general public, 
whether delivered through the Internet or any other means, that 
contain all or part of the documents or information, subject to 
approval of the fees by the Commission under section 19(b).

    The MSRB believes that the proposed rule change is consistent with 
the Exchange Act. The proposed rule change would establish a 
subscription service that would make information collected by EMMA's 
Primary Market Disclosure Service and the Continuing Disclosure Service 
available to market participants through an additional avenue. Broad 
access to the information collected by EMMA, in addition to the public 
access 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 
primary market disclosure information and continuing disclosure 
information. The proposed rule change also provides for commercially 
reasonable fees to

[[Page 14576]]

partially offset costs associated with operating the Primary Market and 
Continuing Disclosure Services of EMMA and producing and disseminating 
information products to purchasers.

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 Exchange Act since it will apply equally to all 
persons who choose to purchase \14\ the Primary Market Disclosure 
Historical Product and the Continuing Disclosure Historical Product, 
and those who choose not to pay the charge may view the same 
information for free on the EMMA Web portal.
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    \14\ The MSRB notes that purchasers may be subject to 
proprietary rights of third parties in information provided by such 
third parties that is made available through the purchase agreement.
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C. Self-Regulatory Organization's Statement on Comments Received on the 
Proposed Rule Change by Members, Participants, or Others

    Written comments were neither solicited nor received on the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within 45 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 or disapprove 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 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 email to [email protected]. Please include 
File Number SR-MSRB-2012-02 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-2012-02. This file 
number should be included on the subject line if email 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 Web site viewing and 
printing 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 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-2012-02 and should be submitted on 
or before April 2, 2012.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\15\
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    \15\ 17 CFR 200.30-3(a)(12).
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 Kevin M. O'Neill,
 Deputy Secretary.
[FR Doc. 2012-5907 Filed 3-9-12; 8:45 am]
BILLING CODE 8011-01-P