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®), 22615-22617 [E9-11119]

Download as PDF Federal Register / Vol. 74, No. 91 / Wednesday, May 13, 2009 / Notices and a national market system, and, in general, to protect investors and the public interest. By recognizing that margin should not be required for customers for the transactions contemplated by this proposed rule change, both investors and the listed equity options markets will benefit as a result of greater transparency and liquidity. B. Self-Regulatory Organization’s Statement on Burden on Competition CBOE 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 Act. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. 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. Specifically the Commission requests comment on the following topics: • Are there other alternative steps that could be taken that would enhance a broker-dealer’s legal authority to exercise the Vested Employee Options and receive the underlying stock? Please describe any such alternatives and why those alternatives may be more consistent with the Act. • If no margin is required for a Transaction, what steps, if any, should be taken regarding liquidity or operational risks arising from the Transactions? Should the margin rule include a minimum margin requirement? VerDate Nov<24>2008 18:44 May 12, 2009 Jkt 217001 22615 Comments may be submitted by any of the following methods: SECURITIES AND EXCHANGE COMMISSION Electronic Comments [Release No. 34–59881; File No. SR–MSRB– 2009–05] • Use the Commission’s Internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an e-mail to rulecomments@sec.gov. Please include File Number SR–CBOE–2008–55 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 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®) 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 All submissions should refer to File Securities Rulemaking Board (the Number SR–CBOE–2008–55. This file ‘‘MSRB’’) filed with the Securities and number should be included on the Exchange Commission (the subject line if e-mail is used. To help the ‘‘Commission’’) the proposed rule Commission process and review your change as described in Items I, II, and comments more efficiently, please use III below, which Items have been only one method. The Commission will prepared by the MSRB. The post all comments on the Commission’s Commission is publishing this notice to Internet Web site (https://www.sec.gov/ solicit comments on the proposed rule rules/sro.shtml). Copies of the change from interested persons. submission, all subsequent I. Self-Regulatory Organization’s amendments, all written statements Statement of the Terms of Substance of with respect to the proposed rule the Proposed Rule Change change that are filed with the Commission, and all written The MSRB has filed with the communications relating to the Commission a proposed rule change to proposed rule change between the establish a real-time subscription to the Commission and any person, other than document collection of the continuing those that may be withheld from the disclosure service of the MSRB’s public in accordance with the Electronic Municipal Market Access provisions of 5 U.S.C. 552, will be system (‘‘EMMA’’).3 The MSRB has available for inspection and copying in requested approval of the proposed rule the Commission’s Public Reference change on or prior to July 1, 2009. Room, 100 F Street, NE., Washington, The text of the proposed rule change DC 20549, on official business days is available on the MSRB’s Web site at between the hours of 10 a.m. and 3 p.m. https://www.msrb.org/msrb1/sec.asp, at the MSRB’s principal office, and at the Copies of such filing also will be Commission’s Public Reference Room. available for inspection and copying at the principal office of the CBOE. All II. Self-Regulatory Organization’s comments received will be posted Statement of the Purpose of, and without change; the Commission does Statutory Basis for, the Proposed Rule not edit personal identifying Change information from submissions. You In its filing with the Commission, the should submit only information that you wish to make available publicly. All MSRB included statements concerning the purpose of and basis for the submissions should refer to File Number SR–CBOE–2008–55 and should proposed rule change and discussed any comments it received on the proposed be submitted on or before June 3, 2009. rule change. The text of these statements For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.10 Florence E. Harmon, Deputy Secretary. [FR Doc. E9–11121 Filed 5–12–09; 8:45 am] BILLING CODE 8010–01–P 10 17 PO 00000 CFR 200.30–3(a)(12). Frm 00107 Fmt 4703 Sfmt 4703 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 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). 2 17 E:\FR\FM\13MYN1.SGM 13MYN1 22616 Federal Register / Vol. 74, No. 91 / Wednesday, May 13, 2009 / Notices 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. 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 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. VerDate Nov<24>2008 18:44 May 12, 2009 Jkt 217001 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 nondiscriminatory 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 PO 00000 Frm 00108 Fmt 4703 Sfmt 4703 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 redissemination 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 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 E:\FR\FM\13MYN1.SGM 13MYN1 Federal Register / Vol. 74, No. 91 / Wednesday, May 13, 2009 / Notices 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, redisseminating 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. 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 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. 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. VerDate Nov<24>2008 18:44 May 12, 2009 Jkt 217001 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. 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 (https://www.sec.gov/ rules/sro.shtml); or • Send an e-mail to rulecomments@sec.gov. Please include File Number SR–MSRB–2009–05 on the subject line. 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. PO 00000 Frm 00109 Fmt 4703 Sfmt 4703 22617 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 (https://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 Florence E. Harmon, Deputy Secretary. [FR Doc. E9–11119 Filed 5–12–09; 8:45 am] BILLING CODE 8010–01–P 10 17 E:\FR\FM\13MYN1.SGM CFR 200.30–3(a)(12). 13MYN1

Agencies

[Federal Register Volume 74, Number 91 (Wednesday, May 13, 2009)]
[Notices]
[Pages 22615-22617]
From the Federal Register Online via the Government Printing 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.
---------------------------------------------------------------------------

    \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 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.
---------------------------------------------------------------------------

    \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).
---------------------------------------------------------------------------

    The text of the proposed rule change is available on the MSRB's Web 
site at https://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.
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

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.
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

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 (https://www.sec.gov/rules/sro.shtml); or
     Send an e-mail to rule-comments@sec.gov. 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 (https://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
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