36300 Federal Register / Vol. 74, No. 139 / Wednesday, July 22, 2009 / Notices 

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

2 17 CFR 240.19b–4. 

3 For example, EMMA would not accept a 

submission of information stating that the annual 

financial information will be provided within a 

particular number of days after the end of the fiscal 

year since investors and other market participants 

may not have ready access to information about the 

issuer or obligated person’s fiscal year. 

Simultaneous with this filing, the MSRB is filing 

with the Commission a proposed rule change that 

would amend EMMA’s continuing disclosure 

service to, among other things, allow an issuer or 

obligated person to publish on the public EMMA 

Web portal, on a voluntary basis, information about 

its undertaking to provide audited financial 

statements within 120 days after the end of the 

fiscal year. See SR–MSRB–2009–10 (July 14, 2009). 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60314; File No. SR–MSRB– 

2009–09] 

Self-Regulatory Organizations; 

Municipal Securities Rulemaking 

Board; Notice of Filing of Proposed 

Rule Change Relating to Rule G–32, on 

Disclosures in Connection With 

Primary Offerings, Form G–32, and the 

Primary Market Disclosure and Primary 

Market Subscription Services of 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 

require brokers, dealers and municipal 

securities dealers (‘‘dealers’’) acting as 

underwriters, placement agents or 

remarketing agents for primary offerings 

of municipal securities (‘‘underwriters’’) 

to provide to the Electronic Municipal 

Market Access system (‘‘EMMA’’) and to 

make available on the EMMA Web 

portal and through the EMMA primary 

market subscription service, information 

about whether the issuer or other 

obligated person has undertaken to 

provide continuing disclosures, the 

identity of any obligated persons other 

than the issuer, and the timing by which 

such issuers or obligated persons have 

agreed to provide annual financial and 

operating data. 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. 

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 proposed rule change consists of 

amendments to Rule G–32 and Form G– 

32 to require underwriters of primary 

offerings of municipal securities to 

submit to the MSRB’s EMMA system, as 

part of their primary offering 

submission obligation under Rule G– 

32(b), certain key items of information 

relating to continuing disclosure 

undertakings made by issuers and other 

obligated persons in connection with 

such primary offerings. These items of 

information would be made available to 

the public through the EMMA Web 

portal and are intended to inform 

investors in advance whether 

continuing disclosures will be made 

available with respect to a particular 

municipal security, from and about 

whom such continuing disclosures are 

expected to be made, and the timing by 

which such disclosures should be made 

available. The items of information 

regarding continuing disclosure 

undertakings to be provided by 

underwriters through Form G–32 would 

include: 

• Whether the issuer or other 

obligated persons have agreed to 

undertake to provide continuing 

disclosure information as contemplated 

by Securities Exchange Act Rule 15c2– 

12; 

• The name of any obligated person, 

other than the issuer of the municipal 

securities, that has or will undertake, or 

is otherwise expected to provide, 

continuing disclosure pursuant to the 

continuing disclosure undertaking; 

• The date or dates identified in the 

continuing disclosure undertaking, 

pursuant to Securities Exchange Act 

Rule 15c2–12(b)(5)(ii)(C) or otherwise, 

by which annual financial information 

is expected to be submitted each year by 

the issuer and/or any obligated persons 

to the EMMA system; and 

• Contact information for a 

representative of the issuer and/or any 

obligated persons for purposes of 

establishing continuing disclosure 

submission accounts for such issuer 

and/or obligated persons in connection 

with their submissions to the EMMA 

system. 

The underwriter would be required to 

provide information regarding whether 

the issuer or other obligated persons 

have agreed to undertake to provide 

continuing disclosure information as 

contemplated by Securities Exchange 

Act Rule 15c2–12 by no later than the 

date of first execution of transactions in 

municipal securities sold in the primary 

offering. The remaining items of 

information would be required to be 

provided by the closing date of the 

primary offering. The name or names of 

obligated persons to be provided would 

be of the entity acting as an obligated 

person, not an individual at such entity, 

unless the obligated person is in fact an 

individual. The date by which the issuer 

or obligated person has undertaken to 

submit annual financial information 

would be submitted as a specific month 

and day, accurate as of the closing of the 

primary offering.3 If annual financial 

information is expected to be submitted 

by more than one entity and such 

information is expected to be submitted 

on different dates, each such date 

provided would be matched to the 

appropriate issuer and/or obligated 

person. Underwriters currently are able 

to provide contact information for issuer 

or obligated person representatives with 

respect to current and past primary 

offerings through EMMA on a voluntary 

basis. The proposed rule change would 

require that such information be 

provided as part of the underwriter’s 

Form G–32 submission process for new 

primary offerings. 

Until closing, the underwriter would 

be required to update promptly any 

information it has previously provided 

on Form G–32 which may have changed 


jlentini on DSKJ8SOYB1PROD with NOTICES
Federal Register / Vol. 74, No. 139 / Wednesday, July 22, 2009 / Notices 36301 

4Contact information for issuers and obligated 

persons provided by underwriters would be used by 

the MSRB solely for purposes of inviting such 

issuers and obligated persons to establish 

submission accounts with the MSRB and will not 

be displayed on the EMMA Web portal and will not 

be included in the primary market disclosure 

subscription service. 

5 15 U.S.C. 78o–4(b)(2)(C). 

6See MSRB Notice 2008–05 (January 31, 2008). 

7See letters from Robert Donovan, Executive 

Director, Rhode Island Health and Educational 

Building Corporation, Stephen M. Fillebrown, 

Director of Research, Investor Relations and 

Compliance, NJ Health Care Facilities Financing 

Authority, and Charles A. Samuels and Meghan B. 

Burke, Mintz Levin Cohn Ferris Glovsky and Popeo 

PC, on behalf of National Association of Health and 

Educational Facilities Finance Authorities 

(‘‘NAHEFFA’’), to Ernesto A. Lanza, Senior 

Associate General Counsel, MSRB, dated March 3, 

2008; Jack Addams, Managing Director, First 

Southwest Company (‘‘First Southwest’’), to Mr. 

Lanza, dated February 25, 2008; J. Foster Clark, 

President, National Association of Bond Lawyers 

(‘‘NABL’’), to Mr. Lanza, dated February 25, 2008; 

Leslie Norwood, Managing Director and Associate 

General Counsel, Securities Industry and Financial 

Markets Association (‘‘SIFMA’’), to Mr. Lanza, 

dated February 25, 2008. 

or to correct promptly any inaccuracies 

in such information, and would be 

responsible for ensuring that such 

information provided by it is accurate as 

of the closing date. So long as the 

underwriter has provided such 

information accurately as of the closing 

date, it would not be obligated to update 

the information provided if there are 

any subsequent changes to such 

information, such as additions, 

deletions or modifications to the 

identities of obligated persons or 

changes in the timing for providing 

annual financial information. Issuers 

and obligated persons will be able to 

make changes to such information 

through their submission accounts 

established in connection with EMMA’s 

continuing disclosure service. 

Information regarding whether an 

offering is subject to a continuing 

disclosure undertaking, the names of 

obligated persons and the dates for 

providing annual financial information 

would be displayed on the EMMA Web 

portal and also would be included in 

EMMA’s primary market disclosure 

subscription service.4 These items are 

intended to provide investors and others 

with information on the expected 

availability of disclosures following the 

initial issuance of the securities. In 

particular, users of the EMMA Web 

portal would be able to determine 

which obligated persons are expected to 

submit annual financial information, 

audited financial statements and 

material event notices on an on-going 

basis, as well as the date each year by 

which they should expect to have access 

to the annual financial information. 

2. Statutory Basis 

The MSRB has adopted the proposed 

rule change pursuant to Section 

15B(b)(2)(C) of the Act,5 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 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. 

The information that underwriters 

would provide and that would be made 

available to the public with regard to the 

continuing disclosure undertakings of 

issuers and obligated persons would 

assist investors to understand whether 

and when they should expect to have 

access to key continuing disclosure 

information in the future. Investors and 

other market participants would be able 

to include such assessment of on-going 

access to information in the mix of 

factors upon which they may evaluate 

their investment decisions. The issuer 

and obligated person contact 

information would assist such persons 

to establish EMMA submission accounts 

and thereby promote more efficient and 

timely submissions of continuing 

disclosure documents. 

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 

underwriters 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 underwriters. 

Specifically, the addition of these items 

of information to the existing EMMA 

primary market submission process 

would not 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. The 

proposed rule change also would not 

impose any additional burdens on 

competition among issuers of municipal 

securities since the proposed rule 

change does not impose any direct or 

indirect obligations on issuers but 

merely provides for disclosure of 

information by underwriters regarding 

continuing disclosure undertakings 

entered into under Exchange Act Rule 

15c2–12. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

In a notice published by the MSRB on 

January 31, 2008, the MSRB described 

its plan for implementing a continuing 

disclosure service that would be 

integrated into other services to be 

offered through EMMA.6 In particular, 

the MSRB stated its plan to institute the 

continuing disclosure service to accept 

submissions of continuing disclosure 

information in a designated electronic 

format directly from issuers, obligated 

persons and their designated agents 

acting on their behalf. Among other 

things, the notice sought comment on 

whether underwriters for new issues 

should be required to submit to the 

MSRB information about (i) Whether a 

continuing disclosure undertaking 

exists, (ii) the identity of any obligated 

persons other than the issuer, and (iii) 

the date identified in the continuing 

disclosure undertaking by which annual 

financial information is expected to be 

disseminated. Such information would 

be provided by underwriters through 

the same information submission 

process as, and simultaneously with, the 

information to be provided in 

connection with official statement 

submissions. The notice also asked 

whether other items of information 

should be required, such as the identity 

of designated agents for submitting 

continuing disclosure or the criteria for 

identifying obligated persons subject to 

the continuing disclosure obligations. 

Four commentators provided 

comments on the issue of underwriter 

submission of information relating to 

the issuer’s continuing disclosure 

obligations.7 First Southwest supported 

requiring the submission of the three 

items of information identified in the 

notice and stated that no other 


jlentini on DSKJ8SOYB1PROD with NOTICES
36302 Federal Register / Vol. 74, No. 139 / Wednesday, July 22, 2009 / Notices 

8 17 CFR 200.30–3(a)(12). 

information in addition to the three 

items listed in the notice should be 

required. NABL, NAHEFFA and SIFMA 

provided comments on the items 

relating to identification of obligated 

persons and the date on which annual 

financial information is expected to be 

disseminated. 

With respect to identification of 

obligated persons, NABL and SIFMA 

noted that only those obligated persons 

for whom financial or operating data is 

provided in the official statement are 

relevant. NABL suggested only requiring 

underwriters ‘‘to identify those persons 

expressly specified in the continuing 

disclosure undertaking who will be 

required to make continuing disclosure 

filings or to state that such persons will 

be determined by the functional 

descriptions contained in the 

continuing disclosure undertaking.’’ 

SIFMA stated that a requirement for the 

underwriter to provide such information 

is ‘‘unnecessarily complicated since the 

official statement itself, which is on the 

portal, has a summary paragraph stating 

who will be filing continuing disclosure 

and where it will be filed.’’ 

The proposed rule change would 

require that underwriters provide the 

name of any obligated person (other 

than the issuer) that would be providing 

continuing disclosures pursuant to the 

continuing disclosure undertaking, 

rather than all obligated persons 

regardless of whether such obligated 

persons will be providing disclosure 

information. The MSRB believes that 

collecting the identity of obligated 

persons in a fielded manner that permits 

automated indexing and search 

functions is an important feature that 

would make the EMMA Web portal 

considerably more useful for users. 

Such indexed information would assist 

EMMA Web users in finding some or all 

of the offerings for a particular obligated 

person, thereby allowing the user to 

review the continuing disclosure 

undertakings that more fully spell out 

how the continuing disclosure 

obligations will be fulfilled. 

With respect to the expected date of 

filing of annual financial information, 

NABL and SIFMA questioned the value 

of providing this information. NABL 

noted that the information is already 

provided in the official statement’s 

description of the continuing disclosure 

undertaking and can become confusing 

if several obligated persons are required 

to file annual filings on different dates, 

while SIFMA noted that the information 

can be vague, often based on a stated 

period of time following the end of a 

fiscal year, and will become readily 

apparent based on the pattern of posting 

over time. NAHEFFA sought 

clarification of the purpose for requiring 

this date and requested that the data 

entry be flexible enough to reflect a 

deadline measured from the end of a 

fiscal year or other milepost, rather than 

a date certain. 

The MSRB believes that there is 

considerable value in providing the 

expected date of submission of annual 

financial information in a manner that 

is extracted from the official statement. 

The MSRB would require that such 

information be provided in the form of 

a specific month and day. This would 

permit investors and the general public 

to readily identify when such 

disclosures should become available 

from each issuer or obligated person 

expected to provide the annual filings. 

Issuers and obligated persons would be 

able to update the timing requirement, 

as well as the identity of any obligated 

persons, through EMMA as appropriate. 

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 (http://www.sec.gov/ 

rules/sro.shtml); or 

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

Number SR–MSRB–2009–09 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–2009–09. 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–2009–09 and should 

be submitted on or before August 12, 

2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–17353 Filed 7–21–09; 8:45 am] 

BILLING CODE 8010–01–P 

DEPARTMENT OF STATE 

[Public Notice 6706] 

Culturally Significant Objects Imported 

for Exhibition Determinations: 

‘‘Roaring Tigers and Leaping Carp: 

Decoding the Symbolic Language of 

Chinese Animal Painting’’ 

SUMMARY: Notice is hereby given of the 

following determinations: Pursuant to 


jlentini on DSKJ8SOYB1PROD with NOTICES