19612 Federal Register / Vol. 74, No. 81 / Wednesday, April 29, 2009 / Notices 

11 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See 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 ‘‘EMMA 

continuing disclosure service approval’’). The 

EMMA continuing disclosure service is designed to 

commence operation simultaneously with the 

effectiveness of certain amendments to Exchange 

Act Rule 15c2–12 adopted by the Commission. See 

Securities Exchange Act Release No. 59062 

(December 5, 2008), 73 FR 76104 (December 15, 

2008) (adopting amendments to Exchange Act Rule 

15c2–12). Approval of the proposed rule change on 

or prior to July 1, 2009 would allow the permanent 

EMMA continuing disclosure service to accept such 

voluntary disclosures upon commencement of 

operations. 

4The EMMA web portal is accessible at http:// 

emma.msrb.org. 

5Such items consist of: (A) Annual financial 

information concerning obligated persons; (B) 

audited financial statements for obligated persons if 

available and if not included in the annual financial 

information; (C) notices of the following events, if 

material: Principal and interest payment 

delinquencies, non-payment related defaults, 

unscheduled draws on debt service reserves 

reflecting financial difficulties, unscheduled draws 

on credit enhancements reflecting financial 

difficulties, substitution of credit or liquidity 

providers or their failure to perform, adverse tax 

opinions or events affecting the tax-exempt status 

of the security, modifications to rights of security 

holders, bond calls, defeasances, release/ 

substitution/sale of property securing repayment of 

the securities, and rating changes; and (D) notices 

of failures to provide annual financial information 

on or before the date specified in the continuing 

disclosure undertaking. 

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 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 Exchange. 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–NYSE– 

2009–41 and should be submitted on or 

before May 20, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. E9–9820 Filed 4–28–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59814; File No. SR–MSRB– 

2009–04] 

Self-Regulatory Organizations; 

Municipal Securities Rulemaking 

Board; Notice of Filing of Proposed 

Rule Change Relating to the Voluntary 

Submission of Continuing Disclosure 

Documents to Its Upcoming 

Continuing Disclosure Service of the 

Electronic Municipal Market Access 

System (EMMA®) 

April 23, 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 April 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 substantially 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 continuing disclosure service 

of the MSRB’s Electronic Municipal 

Market Access system (‘‘EMMA’’) to 

accept, and to make publicly available 

on the Internet, voluntary electronic 

submissions by issuers, obligated 

persons and their agents of continuing 

disclosure documents provided other 

than in connection with Exchange Act 

Rule 15c2–12. The MSRB has requested 

approval of the proposed rule change on 

or prior to July 1, 2009. 

The text of the proposed rule change 

is available on the MSRB’s Web site 

(http://www.msrb.org/msrb1/sec.asp), at 

the MSRB’s principal office, and at the 

Commission’s Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

MSRB included statements concerning 

the purpose of and basis for the 

proposed rule change and discussed any 

comments it received on the proposed 

rule change. The text of these statements 

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 Commission has previously 

approved the establishment of the 

continuing disclosure service of EMMA, 

which will commence operation on July 

1, 2009.3 The EMMA continuing 

disclosure service will receive 

electronic submissions of, and will 

make publicly available on the Internet 

through the EMMA web portal,4

continuing disclosure documents and 

related information from issuers, 

obligated persons and their agents 

pursuant to continuing disclosure 

undertakings entered into consistent 

with Exchange Act Rule 15c2–12. As 

approved, the EMMA continuing 

disclosure service will accept 

submissions of (i) continuing disclosure 

documents as described in Rule 15c2– 

12,5 and (ii) other disclosure documents 

specified in continuing disclosure 

undertakings but not specifically 

described in Rule 15c2–12. 

The proposed rule change would 

amend the EMMA continuing disclosure 

service to accept submissions of, and to 

make publicly available through the 

EMMA web portal, additional categories 

of continuing disclosure documents 

voluntarily submitted by issuers, 

obligated persons and their agents 

(‘‘voluntary continuing disclosure 

document’’). The proposed rule change 

would not establish an obligation upon 

any issuer or obligated person to make 

a submission of any voluntary 

continuing disclosure document. 

Voluntary continuing disclosure 

documents would be submitted, 

processed and disseminated in the same 

manner as provided with respect to 

disclosures made to the EMMA 

continuing disclosure service pursuant 

to continuing disclosure undertakings 

entered into consistent with Rule 15c2– 

12. In particular, such submissions 

would be accepted solely in electronic 

form as portable document format (PDF) 

files accompanied by appropriate 

indexing information. 

To facilitate organizing the 

submissions for easier access by the 

public, the proposed rule change would 

establish a number of additional 

categories in connection with voluntary 

continuing disclosure documents which 

the EMMA continuing disclosure 

service would accept and for which 


pwalker on PROD1PC71 with NOTICES
Federal Register / Vol. 74, No. 81 / Wednesday, April 29, 2009 / Notices 19613 

6These categories reflect types of additional 

information that issuers or obligated persons have 

sometimes agreed to provide in their continuing 

disclosure undertakings beyond those items 

specified under Rule 15c2–12, as well as categories 

derived from sources such as existing investor 

relations websites of municipal issuers, 

recommended practices published by the 

Government Finance Officers Association, 

recommended best practices published by the 

National Federation of Municipal Analysts and 

suggestions from the MSRB’s investor and issuer 

advisory groups and other industry participants. 

7This would include, but not be limited to, any 

notice pursuant to the SEC no-action letter 

regarding municipal auction rate securities dated 

March 14, 2008, available at http://www.sec.gov/ 

divisions/corpfin/cf-noaction/2008/ 

mars031408.pdf. 

8EMMA would not differentiate between an 

Additional/Voluntary Disclosure made pursuant to 

a continuing disclosure undertaking and an 

Additional/Voluntary Disclosure made outside of a 

continuing disclosure undertaking, and all 

categories of Additional/Voluntary Disclosures 

would be available for either type of submission. 

9Thus, specific Rule 15c2–12 Disclosure and 

Additional/Voluntary Disclosure category headings 

would not be displayed on the EMMA web portal 

for a security or issue if there is no disclosure 

document available from EMMA for such category. 

10 15 U.S.C. 78o–4(b)(2)(C). 

specific indexing information is to be 

provided to EMMA during the 

submission process.6 These additional 

or voluntary categories would be 

applicable both to submissions pursuant 

to continuing disclosure undertakings of 

additional disclosure items beyond 

those items specified under Rule 15c2– 

12, as previously approved in the 

EMMA continuing disclosure service 

approval, and to continuing disclosures 

submitted voluntarily from time to time 

at the election of the issuer or obligated 

person pursuant to this proposed rule 

change (together categorized as 

‘‘Additional/Voluntary Disclosures’’). 

The categories of Additional/Voluntary 

Disclosure would be as follows: 

Other Financial/Operating Data 

Disclosures 

• Quarterly/monthly financial 

information 

• Change in fiscal year/timing of 

annual disclosure 

• Change in accounting standard 

• Interim/additional financial 

information/operating data 

• Budget 

• Investment/debt/financial policy 

• Material provided to rating agency 

or credit/liquidity provider 

• Consultant reports 

• Other financial/operating data 

Other Event-Based Disclosures 

• Amendment to continuing 

disclosure undertaking 

• Change in obligated person 

• Notice to investors pursuant to 

bond documents 

• Communication from the Internal 

Revenue Service 

• Tender offer/secondary market 

purchases 

• Bid for auction rate or other 

securities 7

• Capital or other financing plan 

• Litigation/enforcement action 

• Merger/consolidation/ 

reorganization/insolvency/bankruptcy 

• Change of trustee, tender agent, 

remarketing agent, or other on-going 

party 

• Derivative or other similar 

transaction 

• Other event-based disclosures 

With respect to the submission 

process through EMMA, the various 

categories of continuing disclosure 

would be organized to differentiate 

between categories of items specified 

under Rule 15c2–12 and Additional/ 

Voluntary Disclosures.8 In most cases, 

submitters would be able to index a 

single submitted document into 

multiple applicable categories, 

including categories applicable to Rule 

15c2–12 disclosures and to Additional/ 

Voluntary Disclosures. Over time, the 

MSRB may combine two or more 

categories, may divide any category into 

two or more new categories or 

subcategories, or may form additional 

categories for purposes of indexing 

documents submitted in the ‘‘other 

financial/operating data’’ or ‘‘other 

event-based disclosures’’ general 

category as appropriate based on the 

types of documents received. 

The categories of Additional/ 

Voluntary Disclosures would be for the 

convenience of submitters and users of 

such documents and do not represent 

the MSRB’s opinion as to the 

appropriate items of disclosure with 

respect to any specific municipal 

security. The availability of such 

categories would not imply or create an 

obligation to make any disclosures, and 

it would not be uncommon for one or 

many of the categories to be 

inapplicable to any particular security. 

Further, the nature of the specific 

documents submitted for a particular 

category may vary widely. Only those 

categories for which submissions have 

been made for a particular security 

would be displayed on the EMMA web 

portal page for such security.9

2. Statutory Basis 

The MSRB has adopted the proposed 

rule change pursuant to Section 

15B(b)(2)(C) of the Act,10 which 

provides that the 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 EMMA continuing disclosure 

service, as amended by the proposed 

rule change, would serve as an 

additional 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, and 

would serve to promote the statutory 

mandate of the MSRB to protect 

investors and the public interest. The 

inclusion of voluntary continuing 

disclosure documents in the EMMA 

continuing disclosure service would 

further help make information useful for 

making investment decisions more 

easily accessible to all participants in 

the municipal securities market on an 

equal basis throughout the life of the 

securities. Broad access to continuing 

disclosure documents through the 

EMMA continuing disclosure service 

should assist in preventing fraudulent 

and manipulative acts and practices by 

improving the opportunity for public 

investors to access material information 

about issuers and their securities. A 

single centralized and searchable venue 

for free public access to disclosure 

information 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 and the 

potential investment risks. Free access 

to this information—previously 

generally available, if at all, through 

paid subscription services or on a perdocument fee basis—should reduce 

transaction costs for dealers and 

investors. 

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 Act. Documents and 

information provided through the 

continuing disclosure service would be 

available to all persons simultaneously. 

In addition to making the documents 

and information available for free on the 

EMMA portal to all members of the 

public, the MSRB would make such 

documents and information available by 

subscription on an equal and nonVerDate Nov<24>2008 17:48 Apr 28, 2009 Jkt 217001 PO 00000 Frm 00129 Fmt 4703 Sfmt 4703 E:\FR\FM\29APN1.SGM 29APN1

pwalker on PROD1PC71 with NOTICES
19614 Federal Register / Vol. 74, No. 81 / Wednesday, April 29, 2009 / Notices 

11See 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. 

12See 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. 

13See letter from Rob Yolland, Chairman, 

National Federation of Municipal Analysts, to Mr. 

Lanza, dated March 10, 2008. 

14 17 CFR 200.30–3(a)(12). 

1 15 U.S.C.78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

discriminatory basis without imposing 

restrictions on subscribers from, or 

imposing additional charges on 

subscribers for, re-disseminating such 

documents or otherwise offering valueadded services and products based on 

such documents on terms determined 

by each subscriber. In particular, the 

MSRB believes that the proposed rule 

change will make most voluntary 

continuing disclosure documents 

available for the first time to a broader 

group of private information services 

and, therefore, would promote, rather 

than hinder, further competition, 

growth and innovation in this area. The 

MSRB 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. 

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’’).11 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 re-dissemination 

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.12 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.13 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 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. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number SR–MSRB–2009–04 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–2009–04. This file 

number should be included on the 

subject line if e-mail is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for inspection and copying in 

the Commission’s Public Reference 

Room, 100 F Street, NE., Washington, 

DC 20549, on official business days 

between the hours of 10 a.m. and 3 p.m. 

Copies of 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–2009–04 and should 

be submitted on or before May 20, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. E9–9819 Filed 4–28–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59816; File No. SR– 

NYSEAmex–2009–13] 

Self-Regulatory Organizations; NYSE 

Amex LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Amending NYSE Amex 

Equities Rules 15 and 123C Regarding 

the Operation of Its NYSE Amex Order 

Imbalance Information Service To 

Modify the Reference Price at Which 

the Exchange Reports the Order 

Imbalance Information and Clarify 

What Information Is Included and 

Excluded From the Order Imbalance 

Information Reports 

April 23, 2009. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on April 17, 


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