Federal Register / Vol. 74, No. 91 / Wednesday, May 13, 2009 / Notices 22615 

10 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3The 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). 

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? 

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–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 

All submissions should refer to File 

Number SR–CBOE–2008–55. 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 CBOE. 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–CBOE–2008–55 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. E9–11121 Filed 5–12–09; 8:45 am] 

BILLING CODE 8010–01–P 

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®) 

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. 

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. 

The text of the proposed rule change 

is available on the MSRB’s Web site at 

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 

22616 Federal Register / Vol. 74, No. 91 / Wednesday, May 13, 2009 / Notices 

4The 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. 

5The 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 

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 

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 

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 

Federal Register / Vol. 74, No. 91 / Wednesday, May 13, 2009 / Notices 22617 

through the EMMA continuing disclosure service 

would justify any potentially negative impact on 

existing enterprises from the operation of EMMA. 

6The 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. 

7See 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. 

8See 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. 10 17 CFR 200.30–3(a)(12). 

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 

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 (http://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. 

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 (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 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