[Federal Register Volume 83, Number 245 (Friday, December 21, 2018)]
[Notices]
[Pages 65765-65768]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-27615]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84837; File No. SR-MSRB-2018-09]


Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule 
Change to the MSRB's Facility for the Electronic Municipal Market 
Access System (EMMA)

December 17, 2018.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ 
notice is hereby given that on December 7, 2018 the Municipal 
Securities Rulemaking Board (the ``MSRB'' or ``Board'') filed with the 
Securities and Exchange Commission (``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 filed with the Commission a proposed rule change 
(``proposed rule change'') to the MSRB's facility for the Electronic 
Municipal Market Access system (EMMA[supreg]) to modernize and 
consolidate the information facility for the EMMA system, which 
consists of the EMMA Primary Market Disclosure Service, the EMMA 
Continuing Disclosure Service, the EMMA Trade Price Transparency 
Service and the EMMA Short-Term Obligation Rate Transparency Service 
(``EMMA IF''). The MSRB has filed the proposed rule change under 
Section 19(b)(3)(A)(iii) of the Act \3\ and Rule 19b-4(f)(6) \4\ 
thereunder, as a noncontroversial rule change that renders the proposal 
effective upon filing. The proposed rule change would be made operative 
on January 10, 2019.
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    \3\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \4\ 17 CFR 240.19b-4(f)(6).
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    The text of the proposed rule change is available on the MSRB's 
website at www.msrb.org/Rules-and-Interpretations/SEC-Filings/2018-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 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 amendments to the EMMA IF.\5\ 
The EMMA IF sets forth the material aspects of the operation of the 
EMMA system by describing the basic functionality of, and the high-
level parameters by which

[[Page 65766]]

the MSRB operates, the EMMA system. The EMMA system is an information 
system for the collection and dissemination of municipal securities 
disclosure documents and related information. Issuers, obligated 
persons, brokers, dealers, municipal securities dealers, and the 
general public routinely interact with the EMMA system, as it is the 
information system that receives, displays and disseminates information 
under certain MSRB rules and Exchange Act Rule 15c2-12 (``Rule 15c2-
12''),\6\ as promulgated by the SEC.
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    \5\ The EMMA IF is currently available on the MSRB's website at 
http://www.msrb.org/Rules-and-Interpretations/MSRB-Rules/Facilities/EMMA-Facility.aspx.
    \6\ 17 CFR 240.15c2-12.
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    For example, MSRB Rule G-32 (``Rule G-32''), on the disclosure 
obligations of brokers, dealers, and municipal securities dealers 
(collectively, ``dealers'') in primary offerings, generally requires 
underwriters of a primary offering of municipal securities to submit 
the official statement for such offering to the EMMA system within one 
business day after receipt of the official statement from the issuer or 
its designee, but by no later than the closing date.\7\ Rule G-32 also 
requires that dealers acting as underwriters in the primary offering of 
municipal securities to submit information in accordance with MSRB Form 
G-32, such as the name of the managing underwriter and security type 
for each issue in the offering.\8\ Rule 15c2-12 specifies a list of 
events that certain dealers acting as a participating underwriter in an 
offering of municipal securities must reasonably determine that an 
issuer or an obligated person has undertaken, in a written agreement or 
contract for the benefit of the holders of the municipal securities, to 
provide to the MSRB by submission to the EMMA system.
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    \7\ See MSRB Rule G-32, available at: http://www.msrb.org/Rules-and-Interpretations/MSRB-Rules/General/Rule-G-32.aspx.
    \8\ See MSRB Form G-32, available at: http://www.msrb.org/Rules-and-Interpretations/Form-G-32.aspx.
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Background
    The EMMA system includes a public website, the EMMA Portal, which 
provides free public access to disclosures and transparency information 
for municipal securities. The EMMA system also includes certain paid 
subscription feeds, which provide access to certain documents and 
information for a commercially reasonable fee in accordance with the 
terms of a subscription agreement between the MSRB and a subscribing 
counterparty.
    The EMMA system began operation on March 31, 2008 as a pilot 
facility of the MSRB's existing Official Statement and Advance 
Refunding Document system of the Municipal Securities Information 
Library system.\9\ On December 8, 2008, the MSRB received approval from 
the SEC to establish the continuing disclosure service of the EMMA 
system effective as of July 1, 2009.\10\ The MSRB's most recent 
amendment to the EMMA IF was in August 2015, which added descriptions 
regarding the core operational hours for the EMMA system and the 
general availability of the system.\11\
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    \9\ See Securities Exchange Act Release No. 57577 (March 28, 
2008), 73 FR 18022 (April 2, 2008) (File No. SR-MSRB-2007-06) 
(approving operation of the EMMA pilot to provide free public access 
to the MSIL system collection of official statements and advance 
refunding documents and to the MSRB's Real-Time Transaction 
Reporting System historical and real-time transaction price data).
    \10\ 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 the EMMA system with 
an effective date of July 1, 2009).
    \11\ See Securities Exchange Act Release No. 75602 (August 4, 
2015), 80 FR 47976 (August 10, 2015) (File No. MSRB-2015-06).
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    The MSRB launched the EMMA Portal (emma.msrb.org) in March 2008 as 
an online source of key municipal market information. The EMMA Portal 
continues to serve as the venue for public access to variable rate 
security information, transaction data, primary market disclosures and 
continuing disclosures. The MSRB makes available its set of official 
statements and advance refunding documents for free on the EMMA Portal. 
The EMMA system has been the centralized repository of all continuing 
disclosures in the municipal market pursuant to Rule 15c2-12 since July 
2009. In addition to those disclosures specifically identified in Rule 
15c2-12, the MSRB also provides issuers and obligated persons with the 
ability to post additional disclosures about their securities to the 
EMMA Portal.
    The purpose of the proposed rule change is to revise the EMMA IF to 
harmonize its language with the recently revised Real-Time Transaction 
Reporting System (RTRS) information facility (``RTRS IF''),\12\ as well 
as to modernize and consolidate the EMMA IF. Given the revisions to the 
RTRS IF and the SEC's recent amendments to Rule 15c2-12,\13\ the MSRB 
performed a comprehensive review of the EMMA IF to evaluate whether it 
sufficiently and clearly describes the basic functionality and 
operation of the EMMA system. The MSRB believes that issuers, obligated 
persons, dealers, other submitters \14\ and subscribers \15\ benefit 
from this information being provided in a concise and organized manner.
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    \12\ See Securities Exchange Act Release No. 83038 (April 12, 
2018), 83 FR 17200 (April 18, 2018) (File No. MSRB-2018-02).
    \13\ See Securities Exchange Act Release No. 83885 (August 20, 
2018), 83 FR 44700 (August 31, 2018) (File No. MSRB-S7-01-17).
    \14\ As further described in the EMMA IF, a submitter means an 
issuer, obligated person, dealer, or agent acting on behalf of an 
issuer, obligated person, or dealer, that has been authorized to 
interface with the EMMA system for the purposes of submitting 
documents and other related information into the system.
    \15\ Subscriber refers to an individual or entity that receives 
the dissemination of data from the EMMA system through an MSRB 
subscription service.
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Proposed Amendments to the RTRS Information Facility
(i) Consolidating Format and Streamlining Redundancies
    The EMMA IF is currently structured such that there are separate 
segmented topics within the information facility, including separate 
sections for the EMMA Primary Market Disclosure Service, EMMA 
Continuing Disclosure Service, EMMA Trade Transparency Service, EMMA 
Short-Term Obligation Rate Transparency Service, and EMMA subscription 
services. Many of these segmented topics were initially designed to 
stand alone and consequently include redundant information included 
elsewhere in the EMMA IF.
    The proposed rule change would reorganize the EMMA IF by 
streamlining this information repeated in each topic section and 
incorporating it into a general introductory section. In this way, the 
proposed amendments would consolidate repetitive references in the EMMA 
IF and ensure overall consistency within the document. For example, the 
proposed rule change would consolidate the descriptions of the EMMA 
Portal, currently repeated under multiple topic segments, into a 
distinct description in the information facility with its own section. 
Similarly, the proposed amendments would consolidate information 
regarding the core operational hours into a single description included 
in the introductory section. The proposed rule change also consolidates 
several other repetitive references under the various topic segments in 
the EMMA IF.
    The proposed rule change would also eliminate certain descriptions 
regarding the EMMA Trade Price Transparency Service and the EMMA Short-
Term Obligation Rate Transparency Service that repeat technical 
descriptions already provided in the RTRS IF and the Short-Term 
Obligation Rate Transparency (SHORT) information facility (``SHORT 
IF''). The proposed rule change would eliminate this redundant 
information and replace it

[[Page 65767]]

with shorter cross-references to the RTRS IF and SHORT IF. This 
amendment would promote consistent language across each of the MSRB's 
information facilities and reduce the potential for conflicting 
descriptions of services that overlap among the EMMA IF, SHORT IF, and 
RTRS IF.
(ii) Consistency of Rule References
    As the EMMA system is the MSRB's facility for the collection of 
information about primary offering and continuing disclosures occurring 
in the municipal securities market, the EMMA IF includes references to 
obligations under Rule 15c2-12 and Form G-32. The proposed rule change 
would ensure that, if regulatory language is referenced, the most 
current language is used in the EMMA IF. Similarly, the proposed 
amendments attempt to limit the need for filing future amendments to 
the EMMA IF by utilizing language that would remain applicable absent a 
material change to an existing regulatory obligation. To that end, the 
proposed rule change would eliminate some of the narrow detail 
regarding the categories and types of Rule 15c2-12 disclosure documents 
that the EMMA IF receives. It replaces this language with a more 
general statement, which accounts for the new amendments to Rule 15c2-
12 related to the incurrence of a financial obligation and events 
related to financial obligations which reflect financial difficulties.
(iii) Improved Descriptions of EMMA Functionality
    As part of its comprehensive review, the MSRB analyzed whether 
aspects of the EMMA IF could be enhanced to more precisely or concisely 
describe the EMMA system's functionality and operation, while ensuring 
that the EMMA IF continues to appropriately describe the basic 
functionality of and the high-level parameters by which the MSRB 
operates the EMMA system.
    One area where the MSRB determined that an enhanced description of 
EMMA system functionality would be beneficial is in reference to the 
process for posting documents and information on display on the EMMA 
Portal and dissemination through the EMMA subscription services. The 
EMMA IF frequently references that the EMMA system displays and 
disseminates documents and information within certain timeframes upon 
the EMMA system's ``acceptance.'' The term ``acceptance'' could be 
interpreted to suggest that the MSRB formally approves or otherwise 
reviews the substantive content of a submission prior to its display or 
dissemination through the EMMA Portal or that the documents and 
information submitted are directly displayed or disseminated without 
further processing. The proposed amendments would uniformly revise this 
language to clarify that documents and information are posted on the 
EMMA Portal promptly following the processing of a submission through 
the EMMA system. For purposes of the EMMA IF, promptly shall mean 
within 15 minutes following the successful intake of the data by the 
EMMA system, transformation of such data for operational usability, and 
storage for effective retrieval for display or dissemination to users 
of the EMMA Portal and, as applicable, to licensed subscribers of EMMA 
subscription services (``processing''). This clarification better 
describes the EMMA system's ministerial function of intaking, 
displaying and disseminating documents and information. This 
description also reflects the fact that, prior to display and 
dissemination, the EMMA system, among other things, conducts routine 
format checks, validates the submitter, and may timestamp the data, but 
does not conduct a more formal review accepting the substantive content 
of the documents and information submitted. Notably, this change is 
consistent with the recent amendments to the RTRS IF, which now states 
that real-time dissemination for RTRS functionality occurs ``promptly 
following processing in RTRS.''
(iv) Removal of Certain Technical and Ancillary Information
    Given that the purpose of the EMMA IF is to set forth the material 
aspects of the EMMA system's operation, highly technical and ancillary 
information regarding the EMMA system is more appropriately provided in 
the EMMA User Guide and similar documents that the MSRB maintains on 
its publicly available website (msrb.org).
    The MSRB maintains several specification documents for the EMMA 
system, including the EMMA User Guide, Primary Market Submission 
Manual, Primary Market Submission Specifications, Preliminary Official 
Statement Submission Specifications, Continuing Disclosure Submission 
Manual, Continuing Disclosure Submission Specifications, and others 
(collectively, the ``EMMA Reporting Specifications''). The EMMA 
Reporting Specifications documents are available on the MSRB's publicly 
available website.\16\ The EMMA Reporting Specifications provide 
detailed information regarding, among other things, user guides for 
website submission interfaces and input specifications for computer-to-
computer submission. Similarly, the Specifications for EMMA Primary 
Market Disclosure Subscription Service, the Specifications for the MSRB 
Continuing Disclosure Subscription Service, and other EMMA subscription 
specifications (collectively, the ``EMMA Subscription Service 
Specifications'') provide specifications and requirements to access, 
retrieve and understand EMMA subscription services.\17\ The MSRB also 
maintains an MSRB Subscription Services Price List on its website to 
inform interested individuals about the pricing for EMMA subscription 
services.
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    \16\ The EMMA Reporting Specifications are currently available 
on the MSRB's website, including at: http://www.msrb.org/Market-Transparency/Manuals.aspx.
    \17\ The EMMA Subscription Service Specifications are currently 
available on the MSRB's website at: http://www.msrb.org/Market-Transparency/Subscription-Services-and-Products/MSRB-Continuing-Disclosure-Subscription.aspx and http://www.msrb.org/Market-Transparency/Subscription-Services-and-Products/MSRB-Primary-Market-Subscriptions.aspx.
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    The proposed rule change would remove certain technical and 
ancillary information from the EMMA IF that is presented in the EMMA 
Reporting Specifications, EMMA Subscription Services Specifications, 
and MSRB Subscription Services Price List. The removal of such 
information will streamline the EMMA IF by only presenting the 
information that is necessary to describe the material aspects of the 
operation of the EMMA system.
2. Statutory Basis
    The MSRB believes that the proposed rule change is consistent with 
the provisions of Section 15B(b)(2)(C) of the Act,\18\ which provides 
that the MSRB's rules shall:
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    \18\ 15 U.S.C. 78o-4(b)(2)(C).

. . . 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, 
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municipal entities, obligated persons, and the public interest.

    The proposed rule change would contribute to the MSRB's continuing 
efforts to improve market transparency by providing greater 
transparency

[[Page 65768]]

regarding the material functionality and operations of the EMMA system. 
As the EMMA system disseminates information about transactions 
occurring in the municipal securities market, any improvement with 
respect to the understanding of how the EMMA system operates will 
further perfect the mechanism of a free and open market in municipal 
securities. In addition, the clarifying amendments to the EMMA IF serve 
to foster the 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, by making it more likely that the market is 
promptly provided with the latest information.
    Specifically, the proposed amendments would increase the clarity 
and precision with respect to the description of basic EMMA system 
functionality and the high-level parameters by which the MSRB operates 
the EMMA system. The MSRB believes that issuers, obligated persons, 
dealers, other submitters and subscribers will benefit from a clearer 
understanding of this information. While additional technical 
information regarding the EMMA system is set forth in the EMMA 
Reporting Specifications, the EMMA Subscription Services 
Specifications, and other similar documents that the MSRB maintains, 
the MSRB believes that it is important that material information 
regarding the EMMA system be clearly described in the EMMA IF. The 
proposed rule change serves this purpose.

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

    Section 15B(b)(2)(C) of the Act \19\ requires that MSRB rules not 
be designed to impose any burden on competition not necessary or 
appropriate in furtherance of the purposes of the Act. The proposed 
rule change consists of revisions to the EMMA IF to better align the 
language of the information facility to the MSRB's administration of 
the EMMA system. The proposed rule change seeks to clarify existing 
services and make minor changes of a technical nature to the 
information facility, including certain revisions resulting from recent 
amendments to Rule 15c2-12. The proposed rule change will not 
substantively modify the manner in which the MSRB administers the EMMA 
system in collecting and disseminating information about municipal 
securities. Accordingly, the MSRB does not believe that the proposed 
rule change will result in any burden on competition that is not 
necessary or appropriate in furtherance of the Act.
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    \19\ Id.
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C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    The Board did not solicit comment on the proposed change. 
Therefore, there are no comments on the proposed rule change received 
from members, participants or others.

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

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act \20\ and Rule 19b-
4(f)(6) thereunder.\21\
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    \20\ 15 U.S.C. 78s(b)(3)(A).
    \21\ 17 CFR 240.19b-4(f)(6).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act.

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 email to [email protected]. Please 
include File Number SR-MSRB-2018-09 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-MSRB-2018-09. 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 website (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 website 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 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of the MSRB. All comments received 
will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-MSRB-2018-09 and should be submitted on 
or before January 11, 2019.

    For the Commission, pursuant to delegated authority.\22\
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    \22\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2018-27615 Filed 12-20-18; 8:45 am]
 BILLING CODE 8011-01-P