Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing of Proposed Rule Change Relating to Additional Voluntary Submissions by Issuers to the MSRB's Electronic Municipal Market Access System (EMMA®), 36294-36298 [E9-17354]

Download as PDF 36294 Federal Register / Vol. 74, No. 139 / Wednesday, July 22, 2009 / Notices rules and regulations thereunder that are applicable to a national securities exchange, and, in particular, with the requirements of Section 6 of the Act.7 Specifically, the Exchange believes that the proposed rule change is consistent with Section 6(b)(4) of the Act,8 in that it provides for the equitable allocation of reasonable dues, fees and other charges among members and other persons using any facility or system which the Exchange operates or controls. The Exchange notes that in the current, competitive market environment, market participants can connect to numerous competing venues in numerous different ways, and that the Exchange currently does not charge any direct fees for connecting to the Exchange. In addition, the fees applied through the proposed rule will not result in any direct revenue for the Exchange, but rather, are a pass-through of fees charged to the Exchange as a result of certain Member’s connections to the Exchange. B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed rule change imposes any burden on competition. 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. jlentini on DSKJ8SOYB1PROD with NOTICES III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing proposed rule change has been designated as a fee change pursuant to Section 19(b)(3)(A)(ii) of the Act 9 and Rule 19b–4(f)(2) thereunder,10 because it establishes or changes a due, fee or other charge imposed on members by the Exchange. Accordingly, the proposal is effective upon filing with the Commission. At any time within 60 days of the filing of the proposed rule change, the Commission may summarily abrogate 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 BILLING CODE 8010–01–P • 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–BATS–2009–023 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–BATS–2009–023. 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 self-regulatory organization. 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–BATS– 2009–023 and should be submitted on or before August 12, 2009. U.S.C. 78f. U.S.C. 78f(b)(4). 9 15 U.S.C. 78s(b)(3)(A)(ii). 10 17 CFR 240.19b–4(f)(2). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.11 Florence E. Harmon, Deputy Secretary. [FR Doc. E9–17352 Filed 7–21–09; 8:45 am] SECURITIES AND EXCHANGE COMMISSION [Release No. 34–60315; File No. SR–MSRB– 2009–10] Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing of Proposed Rule Change Relating to Additional Voluntary Submissions by Issuers to the MSRB’s Electronic Municipal Market Access System (EMMA®) July 15, 2009. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on July 14, 2009, the Municipal Securities Rulemaking Board (‘‘MSRB’’) 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. 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 amend the primary market and continuing disclosure services of the Electronic Municipal Market Access system (‘‘EMMA’’) to permit issuers and their designated agents to submit preliminary official statements and other related pre-sale documents, official statements and advance refunding documents, as well as information relating to the preparation and submission of audited financial statements and annual financial information and links to other disclosure information. The MSRB has requested an effective date for the proposed rule change of a date to be announced by the MSRB in a notice published on the MSRB Web site, which date shall be no later than nine months after Commission approval of the proposed rule change and shall be 7 15 11 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 8 15 VerDate Nov<24>2008 16:04 Jul 21, 2009 1 15 Jkt 217001 PO 00000 Frm 00132 Fmt 4703 Sfmt 4703 E:\FR\FM\22JYN1.SGM 22JYN1 Federal Register / Vol. 74, No. 139 / Wednesday, July 22, 2009 / Notices announced no later than sixty (60) days prior to the effective date. The text of the proposed rule change is available on the MSRB’s Web site (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 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 jlentini on DSKJ8SOYB1PROD with NOTICES The proposed rule change consists of amendments to the EMMA primary market disclosure service to permit issuers and their designated agents to make voluntary submissions to the primary market disclosure service of official statements, preliminary official statements and related pre-sale documents, and advance refunding documents (collectively, ‘‘primary market documents’’).3 Pre-sale documents other than a preliminary official statement (including but not limited to notices of sale or supplemental disclosures) would be accepted only if accompanied or preceded by the preliminary official statement.4 An issuer seeking to make submissions of primary market documents to the EMMA primary market disclosure service would use the same accounts established with respect to submissions of continuing disclosure documents to the EMMA continuing disclosure service, subject to additional verification procedures to affirmatively establish the account holder’s authority to act on behalf of the issuer in connection with such primary market disclosure submissions. 3 Obligated persons would be permitted to submit primary market documents through the EMMA primary market disclosure service only if designated as an agent by the issuer. 4 The MSRB believes that posting of such pre-sale documents without the related disclosure information provided in a preliminary official statement would be inconsistent with the core disclosure purposes of EMMA. VerDate Nov<24>2008 16:04 Jul 21, 2009 Jkt 217001 Submissions of primary market documents by issuers and their designated agents will be accepted on a voluntary basis if, at the time of submission, they are accompanied by information necessary to accurately identify: (i) The category of document being submitted; (ii) the issues or specific securities to which such document is related; and (iii) in the case of an advance refunding document, the specific securities being refunded pursuant thereto. The primary market documents and related indexing information would be displayed on the EMMA Web portal and also would be included in EMMA’s primary market disclosure subscription service. The proposed rule change also would amend the EMMA continuing disclosure service to permit issuers, obligated persons and their agents to make voluntary submissions to the continuing disclosure service of additional categories of disclosures, as well as information about their continuing disclosure undertakings. Such additional continuing disclosures and related indexing information would be displayed on the EMMA Web portal and also would be included in EMMA’s continuing disclosure subscription service. Such additional items are: • Issuer’s or obligated person’s undertaking to prepare audited financial statements pursuant to generally accepted accounting principles (‘‘GAAP’’) as established by the Governmental Accounting Standards Board (‘‘GASB’’), as described below (the ‘‘GASB–GAAP undertaking’’); • Issuer’s or obligated persons’ undertaking to submit annual financial information to EMMA within 120 calendar days after the end of the fiscal year, as described below (the ‘‘annual filing undertaking’’); • Certificate of Achievement for Excellence in Financial Reporting awarded by the Government Finance Officers Association (‘‘GFOA’’) in connection with the preparation of a Comprehensive Annual Financial Report (‘‘CAFR’’) of an issuer (‘‘GFOA– CAFR Certificate’’); 5 and • Uniform resource locator (URL) of the issuer’s or obligated person’s Internet-based investor relations or other repository of financial/operating information. 5 The GFOA–CAFR Certificate is widely viewed as indicative of positive achievement in financial reporting by state and local governments. The MSRB would consider adding in the future additional voluntary disclosures of other widely accepted, merit-based and independently bestowed distinctions with respect to financial or other disclosures by issuers or obligated persons. PO 00000 Frm 00133 Fmt 4703 Sfmt 4703 36295 The GASB–GAAP undertaking would consist of a voluntary undertaking by an issuer or obligated person (in the case of an obligated person that is a state or local governmental entity), either at the time of a primary offering or at any time thereafter, that the issuer or obligated person will prepare its audited financial statements in accordance with GAAP as established by GASB. The GASB–GAAP undertaking would assist investors and other market participants in understanding how audited financial statements were prepared. The fact that an issuer or obligated person has entered into a GASB–GAAP undertaking would be prominently disclosed on the EMMA Web portal as a distinctive characteristic of the securities to which such undertaking applies. If an issuer or obligated person that has made a GASB– GAAP undertaking later rescinds such undertaking, the issuer or obligated persons would be able to disclose such action through EMMA. The MSRB would not confirm the accuracy of any GASB–GAAP undertaking and would not review or confirm the conformity of submitted audited financial statements to GASB–GAAP. The annual filing undertaking would consist of a voluntary undertaking by an issuer or obligated person, either at the time of a primary offering or at any time thereafter, that the issuer or obligated person, as appropriate, will submit to EMMA its annual financial information as contemplated under Rule 15c2–12 of the Act by no later than 120 calendar days after the end of such issuer’s or obligated person’s fiscal year.6 The annual filing undertaking would assist investors and other market participants in understanding when the annual financial information is expected to be available in the future. The fact that an issuer or obligated person has entered into an annual filing undertaking would be prominently disclosed on the EMMA Web portal as a distinctive characteristic of the securities to which such undertaking applies. If an issuer or obligated person that has made an annual filing undertaking later rescinds such undertaking, the issuer or obligated person would be able to disclose such action through EMMA. 6 Under the Act, smaller public reporting companies, as non-accelerated filers, generally are required to file their annual reports on Form 10– K with the Commission within 90 days after the end of their fiscal year. The longer 120-day period included in the voluntary annual filing undertaking of the proposed rule change is designed to accommodate additional steps that state and local governments often must take—under state law, pursuant to their own requirements, or otherwise— in completing the work necessary to prepare their annual financial information as contemplated under Exchange Act Rule 15c2–12. E:\FR\FM\22JYN1.SGM 22JYN1 36296 Federal Register / Vol. 74, No. 139 / Wednesday, July 22, 2009 / Notices jlentini on DSKJ8SOYB1PROD with NOTICES The MSRB would not review or confirm the compliance of an issuer or obligated person with its annual filing undertaking. The GFOA awards the GFOA–CAFR Certificate to a government if, based on a review process, its CAFR substantially complies with both GAAP and GFOA’s CAFR program policy. According to current GFOA eligibility requirements, financial reports must include all funds and component units of the governmental entity, in accordance with GAAP, in order to be considered a CAFR. The GFOA–CAFR Certificate would assist investors and other market participants in assessments of information provided in an issuer’s CAFR. If an issuer submits a copy of the GFOA–CAFR Certificate to EMMA, the EMMA Web portal would prominently disclose the issuer’s receipt of a GFOA– CAFR Certificate as a distinctive characteristic of the applicable securities. The MSRB would not confirm the validity of a GFOA–CAFR Certificate submitted to EMMA. Finally, a URL of an issuer’s or obligated person’s Internet-based investor relations or other repository of financial/operating information would provide investors with an additional avenue for obtaining further financial, operating or other investment-related information about such issuer or obligated person. The GASB–GAAP undertaking and annual filing undertaking could be included within the continuing disclosure undertaking entered into consistent with Exchange Act Rule 15c2–12 or could be made in a separate agreement. Issuers and obligated persons would indicate the existence of such an undertaking through a data input election on EMMA. The URL of an issuer’s or obligated person’s investor relations or other repository of financial/operating information also could be entered through a text/data input field on EMMA. No document would be required to be submitted to EMMA in connection with the GASB– GAAP undertaking and annual filing undertaking or the issuer/obligated person URL. The MSRB would include an explanation of the GASB–GAAP undertaking, annual filing undertaking and GFOA–CAFR Certificate on the EMMA Web portal. 2. Statutory Basis The MSRB has adopted the proposed rule change pursuant to Section 15B(b)(2)(C) of the Act,7 which provides that the MSRB’s rules shall: 7 15 U.S.C. 78o–4(b)(2)(C). VerDate Nov<24>2008 16:04 Jul 21, 2009 Jkt 217001 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 Act in that it serves to remove impediments to and helps perfect the mechanisms of a free and open market in municipal securities and would serve to promote the statutory mandate of the MSRB to protect investors and the public interest. Voluntary dissemination of preliminary official statements through EMMA, particularly if made available prior to the sale of a primary offering to the underwriters, would provide timely access by investors and other market participants to key information useful in making an investment decision in a manner that is consistent with the MSRB’s statutory authority. The GFOA– CAFR Certificate would assist investors and other market participants in assessments of information provided in an issuer’s CAFR, while the GASB– GAAP undertaking would assist understanding of how such information was prepared and the annual filing undertaking would assist understanding of when such information is expected to be available in the future. A URL provided by an issuer or obligated person would provide investors with an additional avenue for obtaining further financial, operating or other investmentrelated information about such issuer or obligated person. B. Self-Regulatory Organization’s Statement on Burden on Competition The MSRB does not believe the proposed rule change would impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. The additional items of information submitted by issuers and obligated persons to the EMMA system for public dissemination would be available to all persons simultaneously. In addition to making such information available for free on the EMMA Web portal to all members of the public, the MSRB would make such documents and information available by subscription on an equal and non-discriminatory basis. Further, the proposed rule change would apply equally to all issuers and obligated persons. The MSRB does not believe that making the additional items of PO 00000 Frm 00134 Fmt 4703 Sfmt 4703 information to be included in the EMMA continuing disclosure service available to the public would compete with other information providers and, to the extent other information providers were to seek to make such information available to the public, such providers could obtain the information from the MSRB through the subscription service on an equal and non-discriminatory basis. Further, the MSRB does not believe that allowing issuers to submit documents to the EMMA primary market disclosure service would create a burden on or compete inappropriately with any other information providers to which such documents may also be provided and notes that other information providers would be able to obtain the information from the MSRB through the subscription service on an equal and non-discriminatory basis. The proposed rule change also would not impose any additional burdens on competition among issuers of municipal securities since the voluntary submissions provided for under the proposed rule change may be made by any issuer on an equal and nondiscriminatory basis. Issuers are not required to be members of the GFOA in order to be eligible for the GFOA–CAFR Certificate. Although a fee is assessed for the necessary review by the GFOA to qualify for the GFOA–CAFR Certificate, the GFOA has established a sliding fee scale based on revenues that it views as addressing affordability for small issuers. Some issuers may choose not to apply for the GFOA–CAFR Certificate based on the fees assessed or other considerations. However, the proposed rule change would provide for disclosure of the additional voluntary items if an issuer elects to make such disclosures. 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. Therefore, no comments were received with regard to the proposed additional items of disclosure under the EMMA continuing disclosure service. However, several commentators provided comments to the MSRB with respect to the submission of preliminary official statements to EMMA in response to a series of notices published by the MSRB seeking comment on the establishment of EMMA for purposes of official statement dissemination.8 8 MSRB Notice 2006–19 (July 27, 2006) (the ‘‘Concept Release’’); MSRB Notice 2007–5 (January 25, 2007) (the ‘‘January 2007 Notice’’). Comments E:\FR\FM\22JYN1.SGM 22JYN1 Federal Register / Vol. 74, No. 139 / Wednesday, July 22, 2009 / Notices jlentini on DSKJ8SOYB1PROD with NOTICES SIFMA,9 along with AMS, DPC, Ipreo, NABL, TRB, UMB and Zions, supported the concept of voluntary submissions of preliminary official statements. DPC and AGFS suggested that the MSRB explore making the submission of preliminary official statements mandatory, while SIFMA, AMS and NABL emphasized that preliminary official statement submissions should not be made mandatory. The MSRB believes that there is considerable value in providing a means for centralized access to preliminary official statements at or prior to the time of trade and in sufficient time to make use of the information in coming to an investment decision. However, the MSRB is precluded from mandating pre-sale submission of preliminary official statements pursuant to Section 15B(d)(1) of the Act. In its filing with the Commission to establish the EMMA primary market disclosure service, the MSRB stated that it expected to provide the opportunity for voluntary submissions of and access to preliminary official statements through EMMA, consistent with the MSRB’s statutory authority, pursuant to a future filing with the Commission.10 The proposed rule change would permit such voluntary submissions of preliminary official statements. SIFMA and DPC noted the importance of ensuring version control where both preliminary official statements and official statements are made available (as well as in handling ‘‘stickers’’ to official statements), suggesting that the MSRB include a mechanism for notification to the public when the final official statement is posted in cases where a preliminary official statement has previously been submitted. DPC suggested that preliminary official statements be deleted when final official statements are submitted, while NABL suggested that underwriters be permitted to request that the preliminary official statement be relating to preliminary official statement submissions were received in response to the Concept Release from American Government Financial Services Company (‘‘AGFS’’), TRB Associates (‘‘TRB’’), UMB Bank, N.A. (‘‘UMB’’), and Zions Bank Public Finance (‘‘Zions’’). Comments relating to preliminary official statement submissions were received in response to the January 2007 Notice from American Municipal Securities, Inc. (‘‘AMS’’), DPC DATA Inc. (‘‘DPC’’), Ipreo Holdings LLC (‘‘Ipreo’’), National Association of Bond Lawyers (‘‘NABL’’), and Securities Industry and Financial Markets Association (‘‘SIFMA’’). 9 Bear Stearns & Co., Inc. and Griffin, Kubik, Stephens & Thompson, Inc. stated that they participated in the formulation of SIFMA’s comments on the January 2007 Notice and fully supported SIFMA’s positions. 10 See Securities Exchange Act Release No. 59636 (March 27, 2009), 74 FR 15190 (April 2, 2009) (File No. SR–MSRB–2009–02). VerDate Nov<24>2008 16:04 Jul 21, 2009 Jkt 217001 removed from the centralized electronic system once the ‘‘timeliness of a POS has ended,’’ noting that its continued availability may confuse investors. However, SIFMA opposed the removal of the preliminary official statement. The MSRB notes that the current operation of the EMMA Web portal provides processes that address each of these suggestions. Under current Rule G–32, preliminary official statements, if available, are required to be submitted by the underwriter by closing solely in the circumstance where an official statement is not being prepared by the issuer or if the official statement is not available for submission to EMMA by the closing. Once the official statement is provided by the underwriter, the preliminary official statement generally is moved to a document archive that is accessible through the EMMA portal directly from the page where the link to the official statement is provided, thereby distinguishing the final official statement from the preliminary official statement while maintaining public access for those wishing to refer back to the preliminary official statement. Users of the EMMA portal are able to request to receive e-mail notifications for updates to the disclosure document for a specific security, which applies to the situation where an official statement is submitted to EMMA following an initial submission of the preliminary official statement. 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. The MSRB has requested an effective date for the proposed rule change of a date to be announced by the MSRB in a notice published on the MSRB Web site, which date shall be no later than nine months after Commission approval of the proposed rule change and shall be announced no later than sixty (60) days prior to the effective date. 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 (https://www.sec.gov/ rules/sro.shtml); or • Send an e-mail to rulecomments@sec.gov. Please include File Number SR–MSRB–2009–10 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–2009–10. 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 such filing also will 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 Number SR–MSRB–2009–10 and should be submitted on or before August 12, 2009. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and PO 00000 Frm 00135 Fmt 4703 Sfmt 4703 36297 E:\FR\FM\22JYN1.SGM 22JYN1 36298 Federal Register / Vol. 74, No. 139 / Wednesday, July 22, 2009 / Notices For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.11 Florence E. Harmon, Deputy Secretary. [FR Doc. E9–17354 Filed 7–21–09; 8:45 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–60312; File No. SR–NYSE– 2009–70] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Extending Until August 1, 2009 the Operation of Interim NYSE Rule 128, Which Permits the Exchange To Cancel or Adjust Clearly Erroneous Executions July 15, 2009. jlentini on DSKJ8SOYB1PROD with NOTICES Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 notice is hereby given that on July 15, 2009, New York Stock Exchange LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. NYSE has designated the proposed rule change as constituting a rule change under Rule 19b–4(f)(6) under the Act,3 which renders the proposal effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to extend until August 1, 2009, the operation of interim NYSE Rule 128 (‘‘Clearly Erroneous Executions for NYSE Equities’’) which permits the Exchange to cancel or adjust clearly erroneous executions if they arise out of the use or operation of any quotation, execution or communication system owned or operated by the Exchange, including those executions that occur in the event of a system disruption or system malfunction. The text of the proposed rule change is available at the Exchange, the Commission’s Public Reference Room, and https://www.nyx.com. 11 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 17 CFR 240.19b–4(f)(6). 1 15 VerDate Nov<24>2008 16:04 Jul 21, 2009 Jkt 217001 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 self-regulatory organization 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 those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to extend until August 1, 2009, the operation of interim NYSE Rule 128 (‘‘Clearly Erroneous Executions for NYSE Equities’’) which permits the Exchange to cancel or adjust clearly erroneous executions if they arise out of the use or operation of any quotation, execution or communication system owned or operated by the Exchange, including those executions that occur in the event of a system disruption or system malfunction. Prior to the implementation of NYSE Rule 128 on January 28, 2008,4 the NYSE did not have a rule providing the Exchange with the authority to cancel or adjust clearly erroneous trades of securities executed on or through the systems and facilities of the NYSE. In order for the NYSE to be consistent with other national securities exchanges which have some version of a clearly erroneous execution rule, the Exchange is drafting an amended clearly erroneous rule which will accommodate such other exchanges but will be appropriate for the NYSE market model. The NYSE notes that the Commission approved an amended clearly erroneous execution rule for Nasdaq in May 2008.5 On July 28, 2008, the Exchange filed with the SEC a request to extend the operation of interim Rule 128 until October 1, 2008 6 in order to review the provisions of Nasdaq’s clearly erroneous rule and to consider integrating similar 4 See Securities Exchange Act Release No. 57323 (February 13, 2008), 73 FR 9371 (February 20, 2008) (SR–NYSE–2008–09). 5 See Securities Exchange Act Release No. 57826 (May 15, 2008), 73 FR 29802 (May 22, 2008) (SR– NASDAQ–2007–001). 6 See Securities Exchange Act Release No. 58328 (August 8, 2008), 73 FR 47247 (August 13, 2008) (SR–NYSE–2008–63). PO 00000 Frm 00136 Fmt 4703 Sfmt 4703 standards into its own amendment to Rule 128. On October 1, 2008,7 the Exchange filed with the SEC a further request to extend the operation of interim Rule 128 until January 9, 2009 in order to consider integrating similar standards into the amendment to Rule 128. On January 9, 2009,8 the Exchange filed with the SEC a request to extend the operation of interim Rule 128 until March 9, 2009, indicating that the Exchange was still in the process of reviewing the Nasdaq rule with a view towards incorporating certain provisions into the amendment of interim Rule 128. On February 10, 2009, NYSE Arca submitted a proposal to the SEC to amend its clearly erroneous rule. The NYSE Arca proposed rule differed in certain respects from the Nasdaq clearly erroneous rule. On March 9, 2009, the Exchange filed with the SEC a request to extend the operation of interim Rule 128 until June 9, 2009 9 to finalize review of NYSE Arca’s proposed amended CEE rule, which included marketwide CEE initiatives, to determine if it was appropriate to incorporate such provisions into the Rule 128 amendment. Thereafter, on April 24, 2009, NYSE Arca filed a revised rule change with the Commission to amend its clearly erroneous rule (NYSE Arca Rule 7.10).10 The Exchange was in the process of finalizing its review of NYSE Arca’s revised CEE rule change, which also included marketwide CEE initiatives, to determine if it was appropriate to incorporate all such provisions into NYSE’s interim Rule 128 amendment. On June 9, 2009, the Exchange filed with the SEC a request to extend the operation of interim Rule 128 until July 15, 2009 11 to finalize review of NYSE Arca’s proposed amended CEE rule.12 The Exchange anticipates finalizing proposed rule text of its clearly erroneous execution rule shortly, and is, therefore, requesting to extend the operation of interim Rule 128 until August 1, 2009. Prior to August 1, 2009, 7 See Securities Exchange Act Release No. 58732 (October 3, 2008), 73 FR 61183 (October 15, 2008) (SR–NYSE–2008–99). 8 See Securities Exchange Act Release No. 59255 (January 15, 2009) 74 FR 4496 (January 26, 2009) (SR–NYSE–2009–02). 9 See Securities Exchange Act Release No. 59581 (March 9, 2009) 74 FR 12431 (March 24, 2009) (SR– NYSE–2009–26). 10 See Securities Exchange Act Release No. 59838 (April 28, 2009) 74 FR 20767 (May 5, 2009) (SR– NYSEArca–2009–36) (See NYSE Arca Rule 7.10). 11 See Securities Exchange Act Release No. 59581 (March 9, 2009) 74 FR 12431 (March 24, 2009) (SR– NYSE–2009–26). 12 See Securities Exchange Act Release No. 60131 (June 17, 2009) 74 FR 30196 (June 24, 2009) (SR– NYSEArca–2009–57). E:\FR\FM\22JYN1.SGM 22JYN1

Agencies

[Federal Register Volume 74, Number 139 (Wednesday, July 22, 2009)]
[Notices]
[Pages 36294-36298]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E9-17354]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-60315; File No. SR-MSRB-2009-10]


Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing of Proposed Rule Change Relating to Additional 
Voluntary Submissions by Issuers to the MSRB's Electronic Municipal 
Market Access System (EMMA[supreg])

July 15, 2009.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on July 14, 2009, the Municipal Securities Rulemaking Board (``MSRB'') 
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 has filed with the Commission a proposed rule change to 
amend the primary market and continuing disclosure services of the 
Electronic Municipal Market Access system (``EMMA'') to permit issuers 
and their designated agents to submit preliminary official statements 
and other related pre-sale documents, official statements and advance 
refunding documents, as well as information relating to the preparation 
and submission of audited financial statements and annual financial 
information and links to other disclosure information. The MSRB has 
requested an effective date for the proposed rule change of a date to 
be announced by the MSRB in a notice published on the MSRB Web site, 
which date shall be no later than nine months after Commission approval 
of the proposed rule change and shall be

[[Page 36295]]

announced no later than sixty (60) days prior to the effective date.
    The text of the proposed rule change is available on the MSRB's Web 
site (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 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 primary 
market disclosure service to permit issuers and their designated agents 
to make voluntary submissions to the primary market disclosure service 
of official statements, preliminary official statements and related 
pre-sale documents, and advance refunding documents (collectively, 
``primary market documents'').\3\ Pre-sale documents other than a 
preliminary official statement (including but not limited to notices of 
sale or supplemental disclosures) would be accepted only if accompanied 
or preceded by the preliminary official statement.\4\ An issuer seeking 
to make submissions of primary market documents to the EMMA primary 
market disclosure service would use the same accounts established with 
respect to submissions of continuing disclosure documents to the EMMA 
continuing disclosure service, subject to additional verification 
procedures to affirmatively establish the account holder's authority to 
act on behalf of the issuer in connection with such primary market 
disclosure submissions.
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    \3\ \\ Obligated persons would be permitted to submit primary 
market documents through the EMMA primary market disclosure service 
only if designated as an agent by the issuer.
    \4\ The MSRB believes that posting of such pre-sale documents 
without the related disclosure information provided in a preliminary 
official statement would be inconsistent with the core disclosure 
purposes of EMMA.
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    Submissions of primary market documents by issuers and their 
designated agents will be accepted on a voluntary basis if, at the time 
of submission, they are accompanied by information necessary to 
accurately identify: (i) The category of document being submitted; (ii) 
the issues or specific securities to which such document is related; 
and (iii) in the case of an advance refunding document, the specific 
securities being refunded pursuant thereto. The primary market 
documents and related indexing information would be displayed on the 
EMMA Web portal and also would be included in EMMA's primary market 
disclosure subscription service.
    The proposed rule change also would amend the EMMA continuing 
disclosure service to permit issuers, obligated persons and their 
agents to make voluntary submissions to the continuing disclosure 
service of additional categories of disclosures, as well as information 
about their continuing disclosure undertakings. Such additional 
continuing disclosures and related indexing information would be 
displayed on the EMMA Web portal and also would be included in EMMA's 
continuing disclosure subscription service. Such additional items are:
     Issuer's or obligated person's undertaking to prepare 
audited financial statements pursuant to generally accepted accounting 
principles (``GAAP'') as established by the Governmental Accounting 
Standards Board (``GASB''), as described below (the ``GASB-GAAP 
undertaking'');
     Issuer's or obligated persons' undertaking to submit 
annual financial information to EMMA within 120 calendar days after the 
end of the fiscal year, as described below (the ``annual filing 
undertaking'');
     Certificate of Achievement for Excellence in Financial 
Reporting awarded by the Government Finance Officers Association 
(``GFOA'') in connection with the preparation of a Comprehensive Annual 
Financial Report (``CAFR'') of an issuer (``GFOA-CAFR Certificate''); 
\5\ and
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    \5\ The GFOA-CAFR Certificate is widely viewed as indicative of 
positive achievement in financial reporting by state and local 
governments. The MSRB would consider adding in the future additional 
voluntary disclosures of other widely accepted, merit-based and 
independently bestowed distinctions with respect to financial or 
other disclosures by issuers or obligated persons.
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     Uniform resource locator (URL) of the issuer's or 
obligated person's Internet-based investor relations or other 
repository of financial/operating information.
    The GASB-GAAP undertaking would consist of a voluntary undertaking 
by an issuer or obligated person (in the case of an obligated person 
that is a state or local governmental entity), either at the time of a 
primary offering or at any time thereafter, that the issuer or 
obligated person will prepare its audited financial statements in 
accordance with GAAP as established by GASB. The GASB-GAAP undertaking 
would assist investors and other market participants in understanding 
how audited financial statements were prepared. The fact that an issuer 
or obligated person has entered into a GASB-GAAP undertaking would be 
prominently disclosed on the EMMA Web portal as a distinctive 
characteristic of the securities to which such undertaking applies. If 
an issuer or obligated person that has made a GASB-GAAP undertaking 
later rescinds such undertaking, the issuer or obligated persons would 
be able to disclose such action through EMMA. The MSRB would not 
confirm the accuracy of any GASB-GAAP undertaking and would not review 
or confirm the conformity of submitted audited financial statements to 
GASB-GAAP.
    The annual filing undertaking would consist of a voluntary 
undertaking by an issuer or obligated person, either at the time of a 
primary offering or at any time thereafter, that the issuer or 
obligated person, as appropriate, will submit to EMMA its annual 
financial information as contemplated under Rule 15c2-12 of the Act by 
no later than 120 calendar days after the end of such issuer's or 
obligated person's fiscal year.\6\ The annual filing undertaking would 
assist investors and other market participants in understanding when 
the annual financial information is expected to be available in the 
future. The fact that an issuer or obligated person has entered into an 
annual filing undertaking would be prominently disclosed on the EMMA 
Web portal as a distinctive characteristic of the securities to which 
such undertaking applies. If an issuer or obligated person that has 
made an annual filing undertaking later rescinds such undertaking, the 
issuer or obligated person would be able to disclose such action 
through EMMA.

[[Page 36296]]

The MSRB would not review or confirm the compliance of an issuer or 
obligated person with its annual filing undertaking.
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    \6\ \\ Under the Act, smaller public reporting companies, as 
non-accelerated filers, generally are required to file their annual 
reports on Form 10-K with the Commission within 90 days after the 
end of their fiscal year. The longer 120-day period included in the 
voluntary annual filing undertaking of the proposed rule change is 
designed to accommodate additional steps that state and local 
governments often must take--under state law, pursuant to their own 
requirements, or otherwise--in completing the work necessary to 
prepare their annual financial information as contemplated under 
Exchange Act Rule 15c2-12.
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    The GFOA awards the GFOA-CAFR Certificate to a government if, based 
on a review process, its CAFR substantially complies with both GAAP and 
GFOA's CAFR program policy. According to current GFOA eligibility 
requirements, financial reports must include all funds and component 
units of the governmental entity, in accordance with GAAP, in order to 
be considered a CAFR. The GFOA-CAFR Certificate would assist investors 
and other market participants in assessments of information provided in 
an issuer's CAFR. If an issuer submits a copy of the GFOA-CAFR 
Certificate to EMMA, the EMMA Web portal would prominently disclose the 
issuer's receipt of a GFOA-CAFR Certificate as a distinctive 
characteristic of the applicable securities. The MSRB would not confirm 
the validity of a GFOA-CAFR Certificate submitted to EMMA.
    Finally, a URL of an issuer's or obligated person's Internet-based 
investor relations or other repository of financial/operating 
information would provide investors with an additional avenue for 
obtaining further financial, operating or other investment-related 
information about such issuer or obligated person.
    The GASB-GAAP undertaking and annual filing undertaking could be 
included within the continuing disclosure undertaking entered into 
consistent with Exchange Act Rule 15c2-12 or could be made in a 
separate agreement. Issuers and obligated persons would indicate the 
existence of such an undertaking through a data input election on EMMA. 
The URL of an issuer's or obligated person's investor relations or 
other repository of financial/operating information also could be 
entered through a text/data input field on EMMA. No document would be 
required to be submitted to EMMA in connection with the GASB-GAAP 
undertaking and annual filing undertaking or the issuer/obligated 
person URL. The MSRB would include an explanation of the GASB-GAAP 
undertaking, annual filing undertaking and GFOA-CAFR Certificate on the 
EMMA Web portal.
2. Statutory Basis
    The MSRB has adopted the proposed rule change pursuant to Section 
15B(b)(2)(C) of the Act,\7\ which provides that the MSRB's rules shall:
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    \7\ 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, to remove 
impediments to and perfect the mechanism of a free and open market 
in municipal securities, and, in general, to protect investors and 
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the public interest.

    The MSRB believes that the proposed rule change is consistent with 
the Act in that it serves to remove impediments to and helps perfect 
the mechanisms of a free and open market in municipal securities and 
would serve to promote the statutory mandate of the MSRB to protect 
investors and the public interest. Voluntary dissemination of 
preliminary official statements through EMMA, particularly if made 
available prior to the sale of a primary offering to the underwriters, 
would provide timely access by investors and other market participants 
to key information useful in making an investment decision in a manner 
that is consistent with the MSRB's statutory authority. The GFOA-CAFR 
Certificate would assist investors and other market participants in 
assessments of information provided in an issuer's CAFR, while the 
GASB-GAAP undertaking would assist understanding of how such 
information was prepared and the annual filing undertaking would assist 
understanding of when such information is expected to be available in 
the future. A URL provided by an issuer or obligated person would 
provide investors with an additional avenue for obtaining further 
financial, operating or other investment-related information about such 
issuer or obligated person.

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

    The MSRB does not believe the proposed rule change would impose any 
burden on competition not necessary or appropriate in furtherance of 
the purposes of the Act. The additional items of information submitted 
by issuers and obligated persons to the EMMA system for public 
dissemination would be available to all persons simultaneously. In 
addition to making such information available for free on the EMMA Web 
portal to all members of the public, the MSRB would make such documents 
and information available by subscription on an equal and non-
discriminatory basis. Further, the proposed rule change would apply 
equally to all issuers and obligated persons.
    The MSRB does not believe that making the additional items of 
information to be included in the EMMA continuing disclosure service 
available to the public would compete with other information providers 
and, to the extent other information providers were to seek to make 
such information available to the public, such providers could obtain 
the information from the MSRB through the subscription service on an 
equal and non-discriminatory basis. Further, the MSRB does not believe 
that allowing issuers to submit documents to the EMMA primary market 
disclosure service would create a burden on or compete inappropriately 
with any other information providers to which such documents may also 
be provided and notes that other information providers would be able to 
obtain the information from the MSRB through the subscription service 
on an equal and non-discriminatory basis.
    The proposed rule change also would not impose any additional 
burdens on competition among issuers of municipal securities since the 
voluntary submissions provided for under the proposed rule change may 
be made by any issuer on an equal and non-discriminatory basis. Issuers 
are not required to be members of the GFOA in order to be eligible for 
the GFOA-CAFR Certificate. Although a fee is assessed for the necessary 
review by the GFOA to qualify for the GFOA-CAFR Certificate, the GFOA 
has established a sliding fee scale based on revenues that it views as 
addressing affordability for small issuers. Some issuers may choose not 
to apply for the GFOA-CAFR Certificate based on the fees assessed or 
other considerations. However, the proposed rule change would provide 
for disclosure of the additional voluntary items if an issuer elects to 
make such disclosures.

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. Therefore, no comments were received with regard 
to the proposed additional items of disclosure under the EMMA 
continuing disclosure service. However, several commentators provided 
comments to the MSRB with respect to the submission of preliminary 
official statements to EMMA in response to a series of notices 
published by the MSRB seeking comment on the establishment of EMMA for 
purposes of official statement dissemination.\8\
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    \8\ MSRB Notice 2006-19 (July 27, 2006) (the ``Concept 
Release''); MSRB Notice 2007-5 (January 25, 2007) (the ``January 
2007 Notice''). Comments relating to preliminary official statement 
submissions were received in response to the Concept Release from 
American Government Financial Services Company (``AGFS''), TRB 
Associates (``TRB''), UMB Bank, N.A. (``UMB''), and Zions Bank 
Public Finance (``Zions''). Comments relating to preliminary 
official statement submissions were received in response to the 
January 2007 Notice from American Municipal Securities, Inc. 
(``AMS''), DPC DATA Inc. (``DPC''), Ipreo Holdings LLC (``Ipreo''), 
National Association of Bond Lawyers (``NABL''), and Securities 
Industry and Financial Markets Association (``SIFMA'').

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[[Page 36297]]

    SIFMA,\9\ along with AMS, DPC, Ipreo, NABL, TRB, UMB and Zions, 
supported the concept of voluntary submissions of preliminary official 
statements. DPC and AGFS suggested that the MSRB explore making the 
submission of preliminary official statements mandatory, while SIFMA, 
AMS and NABL emphasized that preliminary official statement submissions 
should not be made mandatory. The MSRB believes that there is 
considerable value in providing a means for centralized access to 
preliminary official statements at or prior to the time of trade and in 
sufficient time to make use of the information in coming to an 
investment decision. However, the MSRB is precluded from mandating pre-
sale submission of preliminary official statements pursuant to Section 
15B(d)(1) of the Act. In its filing with the Commission to establish 
the EMMA primary market disclosure service, the MSRB stated that it 
expected to provide the opportunity for voluntary submissions of and 
access to preliminary official statements through EMMA, consistent with 
the MSRB's statutory authority, pursuant to a future filing with the 
Commission.\10\ The proposed rule change would permit such voluntary 
submissions of preliminary official statements.
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    \9\ Bear Stearns & Co., Inc. and Griffin, Kubik, Stephens & 
Thompson, Inc. stated that they participated in the formulation of 
SIFMA's comments on the January 2007 Notice and fully supported 
SIFMA's positions.
    \10\ See Securities Exchange Act Release No. 59636 (March 27, 
2009), 74 FR 15190 (April 2, 2009) (File No. SR-MSRB-2009-02).
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    SIFMA and DPC noted the importance of ensuring version control 
where both preliminary official statements and official statements are 
made available (as well as in handling ``stickers'' to official 
statements), suggesting that the MSRB include a mechanism for 
notification to the public when the final official statement is posted 
in cases where a preliminary official statement has previously been 
submitted. DPC suggested that preliminary official statements be 
deleted when final official statements are submitted, while NABL 
suggested that underwriters be permitted to request that the 
preliminary official statement be removed from the centralized 
electronic system once the ``timeliness of a POS has ended,'' noting 
that its continued availability may confuse investors. However, SIFMA 
opposed the removal of the preliminary official statement.
    The MSRB notes that the current operation of the EMMA Web portal 
provides processes that address each of these suggestions. Under 
current Rule G-32, preliminary official statements, if available, are 
required to be submitted by the underwriter by closing solely in the 
circumstance where an official statement is not being prepared by the 
issuer or if the official statement is not available for submission to 
EMMA by the closing. Once the official statement is provided by the 
underwriter, the preliminary official statement generally is moved to a 
document archive that is accessible through the EMMA portal directly 
from the page where the link to the official statement is provided, 
thereby distinguishing the final official statement from the 
preliminary official statement while maintaining public access for 
those wishing to refer back to the preliminary official statement. 
Users of the EMMA portal are able to request to receive e-mail 
notifications for updates to the disclosure document for a specific 
security, which applies to the situation where an official statement is 
submitted to EMMA following an initial submission of the preliminary 
official statement.

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.
    The MSRB has requested an effective date for the proposed rule 
change of a date to be announced by the MSRB in a notice published on 
the MSRB Web site, which date shall be no later than nine months after 
Commission approval of the proposed rule change and shall be announced 
no later than sixty (60) days prior to the effective date.

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 (https://www.sec.gov/rules/sro.shtml); or
     Send an e-mail to rule-comments@sec.gov. Please include 
File Number SR-MSRB-2009-10 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-2009-10. 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 such filing also will 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 Number SR-MSRB-2009-10 and should be 
submitted on or before August 12, 2009.


[[Page 36298]]


    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\11\
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    \11\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-17354 Filed 7-21-09; 8:45 am]
BILLING CODE 8010-01-P
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