MSRB NOTICE 2009-28 (JUNE 1, 2009)

MSRB ESTABLISHES ELECTRONIC OFFICIAL STATEMENT DISSEMINATION STANDARD UNDER RULE G-32 AND LAUNCHES PERMANENT PRIMARY MARKET DISCLOSURE SERVICE OF THE ELECTRONIC MUNICIPAL MARKET ACCESS SYSTEM ("EMMA")

Today, the Municipal Securities Rulemaking Board (the “MSRB”) implemented an electronic system for free public access to primary market disclosure documents and transaction price information for the municipal securities market through the MSRB’s Electronic Municipal Market Access system (“EMMA”).[1]  Beginning today, all submissions by underwriters of official statements (“OSs”) and advance refunding documents (“ARDs”) to the MSRB formerly made under Rule G-36 shall be made under revised Rule G-32, on disclosures in connection with primary offerings, through the EMMA primary market disclosure service.

In connection with the implementation of this new electronic system, the MSRB has, among other things:

  • established EMMA’s permanent primary market disclosure service for electronic submission and public availability on EMMA’s Internet portal (the “EMMA web portal”) of OSs, ARDs and related primary market documents and information;[2]
  • established EMMA’s permanent trade price transparency service making municipal securities transaction price data publicly available on the EMMA web portal;
  • established a real-time subscription to the primary market document collection; and
  • revised Rule G-32, created new Form G-32, and established a standard for electronic OS dissemination in the municipal securities market.[3]

This notice describes the systems and rule-based changes taking effect today.

EMMA PRIMARY MARKET DISCLOSURE SERVICE

The EMMA primary market disclosure service receives submissions of OSs, preliminary official statements (“POSs”) and ARDs, including amendments thereto (collectively, “primary market disclosure documents”), and related information, and makes such submissions available to the public.  All primary market disclosure documents must be submitted to the MSRB, free of charge, as portable document format (PDF) files through an Internet-based electronic submitter interface or electronic computer-to-computer data connection, at the election of the submitter.  Public access to the documents and information is provided through the EMMA primary market disclosure service on the Internet through the EMMA web portal at http://emma.msrb.org at no charge, as well as through a paid real-time data stream subscription service.  In connection with each primary offering for which information is required to be submitted to EMMA pursuant to Rule G-32, the submitter must provide, at the time of submission, information required to be included on new Form G-32. The items of information required to be included on new Form G-32 and the timing requirements for providing such information are described below.

All submissions to the EMMA primary market disclosure service are made through password protected accounts created through MSRB Gateway, which serves as the MSRB’s centralized on-line account management utility.  Submissions may be made by:  (i) underwriters, which may submit any documents with respect to municipal securities which they have underwritten; and (ii) designated agents, which may be designated by underwriters to make submissions on their behalf.  Each dealer’s master MSRB Gateway account administrator is able to grant rights to its personnel to make submissions through the EMMA primary market disclosure service.[4]  In addition, underwriters are permitted to designate agents to submit documents and information on their behalf, and are able to revoke the designation of any such agents, through MSRB Gateway.[5]  Such designated agents must register to obtain password-protected accounts through MSRB Gateway in order to make submissions on behalf of the designating underwriters.

All documents and information submitted through the EMMA primary market disclosure service are available to the public for free through the EMMA web portal on the Internet, with documents made available for the life of the securities as PDF files for viewing, printing and downloading.[6]  The EMMA web portal provides on-line search functions to enable users to readily identify and access documents that relate to specific municipal securities based on a broad range of search parameters.  The EMMA web portal also permits users to request to receive alerts, at no charge, if a primary market disclosure document has become available on the EMMA web portal or has been updated or amended.[7]  In addition, real-time data stream subscriptions to primary market disclosure documents submitted to EMMA are made available for a fee as established through the primary market subscription service described below.  The MSRB is not responsible for the content of the information or documents submitted by submitters displayed on the EMMA web portal.

The MSRB has designed EMMA, including the EMMA web portal, as a scalable system with sufficient current capacity and the ability to add further capacity to meet foreseeable usage levels based on reasonable estimates of expected usage, and the MSRB will monitor usage levels in order to assure continued capacity in the future.

The MSRB may restrict or terminate malicious, illegal or abusive usage for such periods as may be necessary and appropriate to ensure continuous and efficient access to the EMMA web portal and to maintain the integrity of EMMA and its operational components.  Such usage may include, without limitation, usage intended to cause the EMMA web portal to become inaccessible by other users, to cause the EMMA database or operational components to become corrupted or otherwise unusable, to alter the appearance or functionality of the EMMA web portal, or to hyperlink to or otherwise use the EMMA web portal or the information provided through the EMMA web portal in furtherance of fraudulent or other illegal activities (such as, for example, creating any inference of MSRB complicity with or approval of such fraudulent or illegal activities or creating a false impression that information used to further such fraudulent or illegal activities has been obtained from the MSRB or EMMA).  Measures taken by the MSRB in response to such unacceptable usage shall be designed to minimize any potentially negative impact on the ability to access the EMMA web portal.

EMMA TRADE PRICE TRANSPARENCY SERVICE

The EMMA trade price transparency service makes available to the public through the EMMA web portal, at no charge, historical and real-time transaction price information from the MSRB’s Real-Time Transaction Reporting System (“RTRS”), together with related summary and statistical information.[8]  The transaction price information provided through the EMMA trade price transparency service consists of all data available through RTRS for public dissemination since the inception of RTRS on January 31, 2005.  The EMMA web portal provides on-line search functions to enable users to readily access transaction price information based on a broad range of search parameters.  The MSRB is not responsible for the information reported by brokers, dealers and municipal securities dealers (“dealers”) to RTRS that is displayed on the EMMA web portal or distributed to others through the RTRS trade feed.

PRIMARY MARKET SUBSCRIPTION SERVICE

The primary market subscription service makes available to subscribers all primary market disclosure documents and related information provided by submitters through the EMMA submission process that is posted on the EMMA web portal.  Such documents and information are made available to subscribers simultaneously with the posting thereof on the EMMA web portal.  The real-time data stream subscription to the EMMA primary market disclosure service is provided through a web service for an annual fee of $20,000.  All subscribers are required to enter into and comply with a subscription agreement with the MSRB, which sets forth the terms and conditions for receipt, use and redissemination of the primary market subscription service.

Data with respect to the EMMA primary market disclosure service provided through the real-time data stream are as set forth in the then-current subscription specifications.[9]  Subscriptions are 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.  The subscription specifications set forth a complete, up-to-date listing of all data elements made available through the primary market 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.  The MSRB is not responsible for the content of the information or documents submitted by submitters distributed to subscribers through the primary market subscription service.

REVISED RULE G-32

Underwriters are required under Rule G-32 to submit all primary market disclosure documents and related information to EMMA in electronic format.  Except in the case of sales of municipal fund securities, dealers selling municipal securities in a primary offering to customers are required, by no later than trade settlement, to either provide copies of OSs to customers or to notify customers of the availability of OSs through EMMA (and, at the election of the dealer, any qualified portals).  Dealers must provide written copies of OSs to any customers requesting such copies.

Underwriters should be especially sensitive to the necessity of timely and accurate submissions to EMMA of OSs, POSs (when required), any amendments thereto, and all related information supplied through Form G-32.  In particular, with the adoption of the MSRB’s new standard for electronic dissemination of OSs, submissions to EMMA now serve as the lynchpin to the municipal securities primary market disclosure system that ensures that OSs are available to investors and the general public in a timely manner.  Thus, any failure by the underwriter to make the required submission to EMMA within one business day after receipt from the issuer, but in no event later than the closing date, has significant repercussions to the ability of investors to access the document in a timely manner.  The MSRB expects that the timing requirements of Rule G-32 will be strictly adhered to and enforced to promote the purposes of the rule and the protection of investors.

The MSRB’s disclosure rules with respect to newly issued municipal securities are multifaceted and require diligence on the part of dealers to ensure that mandated disclosures are made at certain key points in the process of selling such securities to customers.  Thus, dealers are reminded that, in addition to their obligations under Rule G-32, they are required under Rule G-17, on fair practice, to provide to the customer, at or prior to the time of trade, all material facts about the transaction known by the dealer as well as material facts about the security that are reasonably accessible to the market.[10]  The time of trade is generally the time at which an enforceable agreement is reached to execute a municipal securities transaction (sometimes referred to as trade execution).  Disclosures made at or prior to the time of trade are intended to provide the customer with material information that he or she may use in making an investment decision.

Rule G-32 as revised does not alter the time of trade disclosure obligation under Rule G-17. Disclosures made after the time of trade, such as by delivery of the OS or by customer access to the OS on the EMMA web portal at or near trade settlement, do not substitute for the required material disclosures that must be made at or prior to the time of trade pursuant to Rule G-17.  In the new issue market, the POS, when available, often is used by dealers marketing new issues to customers and can serve as a primary vehicle for providing the required time-of-trade disclosures under Rule G-17, depending upon the accuracy and completeness of the POS as of the time of trade.  Dealers should note that additional or revised material information provided to the customer subsequent to the time of trade (such as in a revised POS, the final OS or through any other means) cannot cure a failure to provide the required material information at or prior to the time of trade.[11]   However, a revised POS or other supplemental information provided to customers after delivery of the original POS, but at or prior to the time of trade, can be used to comply with the time-of-trade disclosure obligation under Rule G-17.  The MSRB has previously emphasized the importance of making material disclosures available to customers in sufficient time to make use of the information in coming to an investment decision, such as through earlier delivery of the POS.[12]  The MSRB urges dealers to make POSs available to their potential customers in a timeframe that provides an adequate opportunity to make the appropriate assessments in coming to an investment decision. 

Submissions to EMMA

Requirements under Rule G-32 with respect to submissions to EMMA are described in brief below.  For a more complete description of such requirements, including detailed instructions for making submissions, refer to the EMMA Dataport Manual for Primary Market Submissions (the “EMMA Dataport Manual”) and other related materials available at http://dataport.emma.msrb.org/AboutDataport.aspx.

Official Statement and Form G-32 Submission Requirement.  Under Rule G-32(b)(i)(A), underwriters are required to submit information through the electronic Form G-32 for all primary offerings of municipal securities, regardless of whether an OS is produced for such offering.  The specific items of information to be submitted through Form G-32, and the manner and timing of such submission, are described below.

Under Rule G-32(b)(i)(B), except as described below, all submissions by underwriters of OSs are required to be made within one business day after receipt from the issuer but by no later than the closing date[13] for the offering.  If an OS is being prepared for a primary offering but it is not submitted to EMMA by the closing date, the underwriter is required under Rule G-32(b)(i)(B)(2) to provide notice of such failure to file and to submit the POS, if any, by the closing date, along with notice that the OS will be submitted to EMMA when it becomes available.[14]  Once an OS becomes available, the underwriter is required to submit the OS within one business day after receipt from the issuer.  The submission of the POS does not cure a failure to submit the OS in a timely manner but instead is an additional obligation of the underwriter incurred upon failing to make timely submission of the OS.

Exceptions from Official Statement Submission Requirement.  If no OS is prepared for an offering exempt from Exchange Act Rule 15c2-12, Rule G-32(b)(i)(C) requires the underwriter to provide notice of that fact to EMMA, together with the POS, if any, by the closing date.[15]  In the case of certain limited offerings,[16] Rule G-32(b)(i)(E) permits the underwriter to elect not to submit the OS to EMMA if it instead submits to EMMA, by no later than closing:  (i) notice that the offering is not subject to Exchange Act Rule 15c2-12 by virtue of paragraph (d)(1)(i) and that an OS has been prepared but is not being submitted to EMMA, and (ii) specific contact information for underwriter personnel to whom requests for copies of the OS should be made.  An underwriter withholding the OS for a limited offering is required to deliver the OS to each customer purchasing the offered securities from the underwriter or from any other dealer, upon request, by the later of one business day after request or the settlement of the customer’s transaction.  In addition, submissions to EMMA in connection with roll-overs of commercial paper or remarketings of outstanding issues exempt from Rule 15c2-12 are not required under Rule G-32(b)(i)(F) if no new OS is prepared for the roll-over or remarketing or if an OS has previously been submitted to EMMA in connection with such securities and no amendments or supplements to the OS have been made since such submission.

Advance Refunding Submissions Requirement.  Rule G-32(b)(ii) requires underwriters to submit ARDs by no later than five business days after the closing date for primary offerings that advance refund an outstanding issue and for which an ARD has been prepared.  This requirement applies whenever an ARD has been prepared in connection with a primary offering, regardless of whether an OS has been prepared for the refunding issue.

Amendments and Cancellations.  Underwriters are required by Rule G-32(b)(iii) to submit amendments to OSs and ARDs during the primary offering disclosure period within one business day of receipt.  In addition, underwriters are required under Rule G-32(b)(iv) to submit prompt notice of any cancellation of an offering for which a submission of a document or information relating to the offering has previously been made to EMMA.  If only a portion of an offering is cancelled, the underwriter’s submission in connection with the remaining portion of the offering is required to be corrected by no later than the closing date to reflect the partial cancellation of the offering.  If the entire offering is cancelled, notice of such cancellation is deemed under paragraph (vi)(C) of Rule G-32 to have been submitted to EMMA promptly under paragraph (vi)(C) of Rule G-32 if submitted by no later than five business days after the underwriter cancels its trades with customers and other dealers.

Designated Electronic Format of Submitted Documents

Rule G-32(b)(vi)(A) prescribes the format in which documents are required to be submitted to EMMA as a designated electronic format.  Rule G-32(d)(iii) establishes PDF files as the initial sole designated electronic format, with files configured to permit documents to be saved, viewed, printed and retransmitted by electronic means.  If the submitted file is a reproduction of the original document, the submitted file must maintain the graphical and textual integrity of the original document.  In addition, starting on January 1, 2010, such PDF files must be word-searchable (that is, allowing the user to search for specific terms used within the document through a search or find function available in most standard software packages), provided that diagrams, images and other non-textual elements would not be required to be word-searchable due to current technical hurdles to uniformly producing such elements in word-searchable form without incurring undue costs.  The MSRB strongly encourages submitters to immediately begin making submissions as word-searchable PDF files (preferably as native PDF or PDF normal files, which generally produce smaller and more easily downloadable files as compared to scanned PDF files).

Submission of Documents as Multiple Files

Underwriters are permitted to submit OSs and other required documents in the form of one or more electronic files.  EMMA permits such submissions as multiple files as an accommodation for those situations where technical or other difficulties preclude or substantially impair the production and submission of the OS or other document as a single electronic file.  Barring such circumstances, underwriters, issuers and investors are best served if all submissions of documents are made as a single electronic file rather than multiple files.  In particular, underwriters should consider the risk of potentially disseminating to the public incomplete disclosure should they, inadvertently or otherwise, fail to submit on a simultaneous or immediately sequential basis all of the required files of a multi-file OS submission.[17]

Form G-32

General .  Form G-32 includes all information required to be submitted by underwriters under Rule G-32(b)(i)(A) and (b)(vi).  Form G-32 consists of a collection of data elements provided to EMMA in connection with a primary offering of municipal securities.  When making primary market submissions using the web-based interface, related indexing information is entered into an on-line form and documents are uploaded in a designated electronic format.  Computer-to-computer submissions utilize XML files for data and PDF files for documents.  Form G-32 may be completed in a single session or in multiple sessions.  Appropriate procedures and schemas for on-line and computer-to-computer submissions are published on the EMMA web portal and MSRB website and are described in detail in the EMMA Dataport Manual.

Underwriters are required to make a submission through Form G-32 in connection with each OS (or POS, where no OS exists), as well as in connection with each offering for which no OS or POS is to be made available through EMMA.[18]  Information relating to ARDs executed in connection with a primary offering also are submitted through the Form G-32 submission process. Submissions during the primary offering disclosure period of amendments to previously submitted documents are made through the same Form G-32 submission initiated in connection with the original documents.

Designated Agents .  Underwriters are permitted under Rule G-32(b)(vi)(C) to designate agents to make submissions on their behalf through MSRB Gateway.  All submissions made on behalf of an underwriter by a designated agent are the responsibility of the designating underwriter, and any failure by the designated agent to provide documents or information in a complete, timely and conforming manner are deemed to be a failure by the designating underwriter.

Standard of Care With Respect to Information Submitted by Underwriters .  Much of the information provided by underwriters and their agents on Form G-32 normally is made available to the public through the EMMA web portal on a real-time basis.  The underwriter must exercise due care with respect to the accuracy of the items of information provided on Form G-32, although it is understood that much of this information is subject to change until an issue has reached closing.  Until closing, the underwriter is expected to update promptly any information previously provided by it on Form G-32 which may have changed or to correct promptly any inaccuracies in such information, and is responsible for ensuring that such information provided by it is accurate as of the closing date.  Except with regard to the submission of ARDs or amendments to the OS as described below, the underwriter is not obligated to update information provided by it on Form G-32 due to changes in such information occurring after the closing date, although the underwriter remains responsible for correcting any information it provided that was erroneous as of the later of the time the information was submitted or the closing date.  Information is deemed to be provided by the underwriter if it has been supplied by the underwriter or a designated agent of the underwriter directly to EMMA or it has been pre-populated by the EMMA web-based interface to the extent that such information is editable on the EMMA web-based interface by the underwriter or its designated agent.[19]

As noted above, the MSRB expects that the requirement that all information to be supplied through Form G-32 be accurately and completely submitted by the applicable deadlines, and particularly by the closing date, will be strictly enforced to promote the purposes of Rule G-32 and the protection of investors.

Use of Form G-32 in Connection With Offerings and Issues .  For purposes of submitting Form G-32, an offering consists of all securities described in the OS, and the offering may consist of one or more issues.[20]  An issue generally consists of all securities in an offering having the same issuer, the same issue description (including same series designation or named obligor, if applicable) and the same dated date.  In cases where no OS is produced, each issue not described in an OS is considered a separate offering for purposes of Form G-32.

Basic Submission Process for Form G-32 .  The basic information to be provided through Form G-32 and the timing of the submission of such information for a typical submission to EMMA under Rule G-32 are as set forth below.  An underwriter is responsible for providing all information described below to the extent so required for all maturities of any issue underwritten in whole or in part by such underwriter.[21]  In the case in which an underwriter does not underwrite any portion of one or more issues in an offering, the underwriter is responsible for providing only the nine-digit CUSIP number for the latest maturity of any such non-underwritten issue.[22]

Information on date of first execution of transaction .  The underwriter is required under Rule G-32(b)(i)(A) and (b)(vi)(C)(1)(a) to initiate the Form G-32 submission process by no later than the date of first execution of transactions in securities sold in the offering, at which time the underwriter provides the following items of information with respect to each issue it underwrites:

  • Issue-specific information consisting of the full issuer name and issue description, as such items are expected to appear in the OS,[23] and the expected closing date of the issue;[24] and
  • Security-specific information consisting of the nine-digit CUSIP number, the principal amount at maturity of each security, and the initial offering price or yield for each security in the issue (including initial offering price or yield of any securities otherwise considered not-reoffered).[25]

Document and information at time of submission of official statement .  The OS is required under Rule G-32(b)(i)(B)(1) to be submitted to EMMA, along with related Form G-32 information, within one business day after receipt from the issuer or its designated agent, but by no later than the closing date.  The underwriter is required to submit, along with or prior to the submission of the OS, the following items with respect to each issue:

  • OS document as a PDF file, as well as information on the date the OS was received from the issuer and confirmation of the full issuer name and issue description, as such items actually appear in the OS;[26] and
  • Underwriting spread or agency fee paid by the issuer to the underwriter for a negotiated offering, if not disclosed within the OS.[27]

In the typical offering, the submission of the document to EMMA within one business day of receipt from the issuer is preceded by the required initial submission of information on or prior to the date of first execution of a transaction in the securities.  However, in those cases where the OS submission deadline precedes the date of first execution (for example, if the underwriter has received the OS in advance of the date of first execution), the underwriter is required to submit, along with or prior to the submission of the OS and the items of information identified above, the following additional items with respect to each issue (which otherwise is required to be submitted by no later than the date of first execution):[28]

  • Issue-specific information consisting of the full issuer name and issue description, as such items appear in the OS, and the expected closing date of the issue;[29] and
  • Security-specific information consisting of the nine-digit CUSIP number for each security in the issue, if then available.[30]

Summary of Basic Information Requirements.  The items of information to be submitted and the timing of such submissions through Form G-32 under Rule G-32 for submissions not requiring additional information (as described below) is summarized in the following table:

Item

Timing

full issuer name/issue description

earlier of (i) date of first execution and
(ii) date of OS submission

9-digit CUSIP number

earlier of (i) date of first execution and
(ii) later of (a) OS submission or (b) assignment of CUSIP number

principal amount

date of first execution

initial offering price/yield

date of first execution

expected closing date

date of first execution

OS document

date of OS submission

date OS received

date of OS submission

underwriting spread/agency fee

date of OS submission

Additional Items in Connection With Special Cases.  No additional information is required beyond the information described above unless (i) the OS is not available for submission by closing, (ii) the offering consists solely of one or more limited offerings for which the OS will not be made available by the underwriter through EMMA, (iii) any issue in the offering advance refunds outstanding securities, (iv) the underwriter underwrote only a portion of an issue, (v) the offering qualifies for an exemption from the MSRB’s underwriting assessment under Rule A-13(a) or a reduced underwriting assessment rate under Rule A-13(b), (vi) the OS is amended, or (vii) corrections are necessary to information previously provided.  Additional information that the underwriter is required to submit through Form G-32 and the timing of the submission of such information for these special cases are as set forth below:

Information and/or document by closing for special cases.  Additional information, as applicable, is required to be submitted by no later than closing as follows:

  • If an OS will be produced but is not yet available, the POS document as a PDF file, if available, or a notice that no POS has been prepared, as required under Rule G-32(b)(i)(B)(2)(c) and (b)(i)(D)(1), and notice that the OS document will be submitted when it becomes available, as required under Rule G-32(b)(i)(B)(2)(a);
  • If an OS will not be produced, the POS document as a PDF file, if available, or a notice that no POS has been prepared, as required under Rule G-32(b)(i)(C)(2) and (b)(i)(D)(1), notice that no official statement has been prepared, as required under Rule G-32(b)(i)(C)(1), and an indication of which exception under Rule 15c2-12 applies with regard to the OS;
  • If an underwriter elects to withhold an OS from EMMA for a limited offering under Exchange Act Rule 15c2-12(d)(1)(i), notice that the offering is a limited offering and that the OS will not be made available through EMMA, as required under Rule G-32(b)(i)(E)(2)(a), and contact information for requests for copies of the OS, as required under Rule G-32(b)(i)(E)(2)(b);
  • If an issue advance refunds outstanding securities, notice to that effect; or
  • If an underwriter believes that it is entitled to an exemption from the underwriting assessment or a reduced assessment rate, information as to the basis for such modified assessment.[31]

Document and information at time of submission of advance refunding document.  If an issue advance refunds outstanding securities, the ARD is required under Rule G-32(b)(ii) to be submitted to EMMA, along with related Form G-32 information, by no later than five business days after the closing on the refunding issue.  The underwriter is required to submit, along with or prior to the submission of the ARD, the following items:

  • ARD as a PDF file, as well as information on the date the ARD was received from the issuer;
  • Information identifying the refunding issues relating to the ARD; and
  • Security-specific information for the refunded securities, consisting of the original nine-digit CUSIP number for each security refunded and, if any new CUSIP numbers are assigned in connection with any refunded or unrefunded portions of the security, the maturity date of such security and any such newly issued CUSIP numbers.[32]

Document and information at time of submission of amendment to official statement or preliminary official statement.  Amendments to the OS or POS occurring during the primary offering disclosure period are required under Rule G-32(b)(iii) to be submitted by the underwriter to EMMA within one business day of receipt from the issuer.[33]  The underwriter is required to submit, along with or prior to the submission of the amendment to the official statement, the following items:

  • The amendment document as a PDF file, as well as information on the date the amendment was received from the issuer;[34] and
  • Information on whether the submitted document supplements the original OS or POS and should be displayed by EMMA along with the original, or the submitted document is the complete disclosure document and should replace the original OS or POS as the document to be displayed by EMMA.[35]

Disclosures to Customers

Subsection (a)(i) of Rule G-32 requires dealers to deliver the OS to customers by trade settlement.  However, under subsection (a)(ii), dealers selling offered municipal securities, other than municipal fund securities, are deemed to have satisfied this basic requirement for delivering OSs to customers by trade settlement.  In the case of a dealer that is the underwriter for the primary offering, such satisfaction is conditioned on the underwriter having submitted the OS to EMMA.  Dealers selling municipal fund securities must deliver the OS to customers by trade settlement and this delivery obligation is not deemed satisfied.

Under subsection (a)(iii) of Rule G-32, a dealer selling offered municipal securities with respect to which the OS delivery obligation is deemed satisfied as described above is required to provide or send to the customer, by no later than trade settlement, either a copy of the OS or a written notice[36] advising how to obtain the OS from the EMMA web portal and that a copy of the OS will be provided upon request.  Dealers may include in such notice additional information about obtaining the OS from a qualified portal.[37]  Dealers may, but are not required to, provide such notice on or with the trade confirmation.  Under Rule G-15(a)(i), confirmations are required to be given or sent to customers at or prior to trade settlement.  If the customer requests a copy of the OS, the dealer is required to send it within one business day of the request by first class mail or by such other equally prompt means.  Dealers are required to honor any customer’s explicit standing request for copies of OSs for all of his or her transactions with the dealer.

The MSRB views the obligation to provide the first portion of the customer notice regarding the availability of the OS as having been presumptively fulfilled if the notice provides the uniform resource locator (URL) for the specific EMMA web portal page from which the OS may be viewed and downloaded[38] or the 9-digit CUSIP number for the security and the URL for the EMMA web portal search page through which a search based on such CUSIP number may be undertaken.

Under Rule G-32(a)(iv), dealers selling municipal fund securities are required to deliver the OS (e.g., program disclosure document, information statement, etc.) to the customer by trade settlement, provided that the dealer can satisfy this delivery obligation for its repeat customers (i.e., customers participating in periodic municipal fund security plans or non-periodic municipal fund security programs) by promptly sending any updated disclosure material to the customer as it becomes available, as set forth in paragraph (a)(iv)(A).  In addition, the dealer is required under paragraph (a)(iv)(B) to disclose any distribution-related fee received as agent for the issuer.[39]

AMENDMENTS TO RULES G-8 AND G-9

Subsection (a)(xiii) of Rule G-8 require that records be maintained in connection with deliveries of OSs to customers and submissions of OSs, ARDs and related forms to the MSRB.   Subsection (b)(x) of Rule G-9 relates to preservation of such records.  In general, underwriters are required to retain electronic copies of documents and XML data files they submit to EMMA, and EMMA provides underwriters with the ability to save for their records copies of data entered into EMMA’s web-based electronic submission interface.[40]

 * * * * *

Questions regarding this notice may be directed to Leslie Carey, Associate General Counsel, Peg Henry, Associate General Counsel, or Ernesto A. Lanza, General Counsel, at (703) 797-6600. In addition, questions about the new registration, agent designation and submission processes may be directed to the MSRB.

June 1, 2009

* * * * *

TEXT OF EMMA PRIMARY MARKET DISCLOSURE SERVICE

MUNICIPAL SECURITIES RULEMAKING BOARD
ELECTRONIC MUNICIPAL MARKET ACCESS SYSTEM –
EMMA

The Electronic Municipal Market Access system (“EMMA”) is a facility of the Municipal Securities Rulemaking Board (“MSRB”) for receiving electronic submissions of municipal securities disclosure and other key documents and related information and for making such documents and information available to the public, at no charge on an Internet website (the “EMMA portal”) or by paid subscription feed.  The specific documents and information processed through EMMA are established through services filed with the Securities and Exchange Commission.

*  *  *  *  *  *  *  *  *

EMMA PRIMARY MARKET DISCLOSURE SERVICE

The EMMA primary market disclosure service, established as a service of EMMA, receives submissions of official statements (“OSs”), preliminary official statements (“POSs”), advance refunding documents (“ARDs”), and any amendments thereto (collectively, “primary market documents”), together with related indexing information to allow the public to readily identify and access such documents, from brokers, dealers and municipal securities dealers (“dealers”), acting as underwriters, placement agents or remarketing agents for primary offerings of municipal securities (“underwriters”), and their agents pursuant to MSRB rules, at no charge to the submitter.  Submissions may be made through a choice of an Internet-based electronic submission interface or electronic computer-to-computer streaming connections.  The EMMA primary market disclosure service makes primary market documents available to the public, at no charge, on the Internet through the EMMA portal.  The EMMA primary market disclosure service also makes primary market documents available by subscription for a fee.

Submissions to the EMMA Primary Market Disclosure Service

Designated Electronic Format for Documents.  All documents submitted to the EMMA primary market disclosure service must be in portable document format (PDF), configured to permit documents to be saved, viewed, printed and retransmitted by electronic means.  If the submitted file is a reproduction of the original document, the submitted file must maintain the graphical and textual integrity of the original document.  For any document submitted to the EMMA primary market disclosure service on or after January 1, 2010, such PDF document shall be word-searchable (without regard to diagrams, images and other non-textual elements).

Method of Submission.  Documents and related indexing information may be submitted to the EMMA primary market disclosure service through a secure, password-protected, web-based electronic submitter interface or through a secure, authenticated computer-to-computer data connection with EMMA, at the election of the submitter.  When making submissions using the web-based interface, related indexing information is entered into an on-line form or uploaded through an extensible markup language (XML) file, and documents are uploaded as PDF files.  Computer-to-computer submissions utilize XML files for data and PDF files for documents.  Appropriate schemas for on-line and computer-to-computer submissions are published on the EMMA portal and the MSRB website.

Timing of Submissions.  Submitters shall make submissions to EMMA of OSs, POSs, ARDs and related information within the timeframes set forth in MSRB rules and related MSRB procedures.  The EMMA primary market disclosure service’s submission processes are available for submissions throughout the day, subject to the right of the MSRB to make such processes unavailable between the hours of 3:00 am and 6:00 am each day, Eastern time, for required maintenance, upgrades or other purposes, or at other times as needed to ensure the integrity of EMMA and its systems.  The MSRB shall provide advance notice on the EMMA portal of any planned periods of unavailability and shall endeavor to provide information on the EMMA portal as to the status of the submission interface during unanticipated periods of unavailability, to the extent technically feasible.

Document Types.  The EMMA primary market disclosure service accepts submissions of OSs, POSs and ARDs, including any amendments to the foregoing, submitted pursuant to MSRB rules or on a voluntary basis.

Information to be Submitted.  Submitters shall provide to EMMA related indexing information with respect to each document submitted.  Submitters submitting OSs, POSs or ARDs under MSRB rules, or providing information under MSRB rules regarding a primary offering where no such document is required to be submitted, shall provide such items of information as are required by MSRB rule or the EMMA Dataport Manual to be included on Form G-32.  Submitters shall be responsible for the accuracy and completeness of all information submitted to EMMA.

Submitters.  Submissions to the EMMA primary market disclosure service may be made solely by authorized submitters using password-protected accounts in the MSRB’s user account management and authentication system known as MSRB Gateway.  Submissions may be made by the following classes of submitters:

  • underwriter, which may submit OSs, POSs, ARDs and related information, as well as such other documents or information as provided under MSRB rules, with respect to municipal securities which the underwriter has underwritten; and
  • designated agent, which may submit the documents otherwise permitted to be submitted by the underwriter which has designated such agent, as provided below.

Underwriters may designate agents to submit documents and related indexing information on their behalf, and may revoke the designation of any such agents, through MSRB Gateway.  Such designated agents must register to obtain password-protected accounts on EMMA in order to make submissions on behalf of the designating underwriters.  All actions taken on EMMA by a designated agent on behalf of an underwriter that has designated such agent shall be the responsibility of the underwriter.

Public Availability of Primary Market Disclosure Documents

EMMA Portal.  Submissions made through the EMMA primary market disclosure service accepted during the hours of 8:30 am to 6:00 pm Eastern time on an MSRB business day are, in general, posted on the EMMA portal within 15 minutes of acceptance, although during peak traffic periods posting may occur within one hour of acceptance.  Submissions outside of such hours often are posted within 15 minutes although some submissions outside of the MSRB’s normal business hours may not be processed until the next business day.  Primary market disclosure documents and related indexing information submitted to EMMA shall be made available to the public through the EMMA portal for the life of the related securities.

The EMMA portal provides on-line search functions utilizing available indexing information to allow users of the EMMA portal to readily identify and access documents and related information provided through the EMMA primary market disclosure service.  Basic identifying information relating to specific municipal securities and/or specific issues will accompany the display of primary market disclosure documents.  The EMMA portal permits users to request alerts, at no charge, if a document has become available on the EMMA portal or has been updated or amended and may also provide, at the election of the MSRB, summary data/statistical snapshots relating to documents and information submitted to the EMMA primary market disclosure service.

The EMMA portal is available without charge to all members of the public.  The MSRB has designed EMMA, including the EMMA portal, as a scalable system with sufficient current capacity and the ability to add further capacity to meet foreseeable usage levels based on reasonable estimates of expected usage, and the MSRB will monitor usage levels in order to assure continued capacity in the future.

The MSRB reserves the right to restrict or terminate malicious, illegal or abusive usage for such periods as may be necessary and appropriate to ensure continuous and efficient access to the EMMA portal and to maintain the integrity of EMMA and its operational components.  The MSRB is not responsible for the content of the information or documents submitted by submitters displayed on the EMMA portal or distributed to subscribers of the EMMA primary market disclosure subscription service.

Subscriptions.  Users wishing to obtain the primary market disclosure documents provided through the EMMA primary market disclosure service through a data stream rather than through viewing on and downloading from the EMMA portal may purchase a subscription for such documents from the MSRB.  The EMMA primary market disclosure subscription service makes available to subscribers all primary market disclosure documents and related indexing information posted on the EMMA portal simultaneously with the posting thereof on the EMMA portal.  The EMMA primary market disclosure service subscription is provided through a web service accessible by subscribers using various commercially available products.  Data is streamed, depending on the subscriber’s own software settings, using XML files with embedded, or accompanying transmissions of, PDF files of primary market disclosure documents.  The MSRB makes the EMMA primary market disclosure subscription service available on an equal and non-discriminatory basis.  In addition, the MSRB does not impose any limitations on or additional charges for redistribution of such documents by subscribers to their customers, clients or other end-users.

*  *  *  *  *  *  *  *  *

TEXT OF EMMA TRADE PRICE TRANSPARENCY SERVICE

EMMA TRADE PRICE TRANSPARENCY SERVICE

The EMMA trade price transparency service, established as a service of EMMA, makes historical and real-time transaction price transparency information (“price transparency information”) from the MSRB’s Real-Time Transaction Reporting System (“RTRS”), available to the public, at no charge, on the EMMA portal.

Public Availability of Price Transparency Information

EMMA Portal.  Price transparency information is posted on the EMMA portal within 5 minutes of receipt, although during peak traffic periods posting may occur within 15 minutes of receipt.  The price transparency information available through the EMMA trade price transparency service represents the RTRS price transparency information for transactions since the inception of RTRS on January 31, 2005.  The information made available through the EMMA portal may be expanded to include price transparency information from MSRB price transparency systems that preceded RTRS.

The EMMA portal provides on-line search functions utilizing available indexing information to allow users of the EMMA portal to readily access price transparency information.  Basic identifying information relating to specific municipal securities and/or specific issues accompanies the display of price transparency information.  The MSRB may elect to expand its alert function on the EMMA portal to permit users to request periodic alerts, at no charge, regarding whether trades have been reported in a specific security.

The EMMA portal is available without charge to all members of the public.  The MSRB has designed EMMA, including the EMMA portal, as a scalable system with sufficient current capacity and the ability to add further capacity to meet foreseeable usage levels based on reasonable estimates of expected usage, and the MSRB will monitor usage levels in order to assure continued capacity in the future.

The MSRB reserves the right to restrict or terminate malicious, illegal or abusive usage for such periods as may be necessary and appropriate to ensure continuous and efficient access to the EMMA portal and to maintain the integrity of EMMA and its operational components.  The MSRB is not responsible for the information reported by dealers to RTRS that is displayed on the EMMA portal.

Subscriptions.  Users wishing to obtain price transparency information provided through the EMMA trade price transparency service other than by viewing on and downloading from the EMMA portal may obtain one or more subscription products offered by RTRS through existing RTRS mechanisms.

*  *  *  *  *  *  *  *  *

TEXT OF PRIMARY MARKET DISCLOSURE SUBSCRIPTION SERVICE

EMMA SUBSCRIPTION SERVICES

EMMA Primary Market Disclosure Subscription Service

The real-time data stream subscription to the EMMA primary market disclosure service through the EMMA subscription web service will be available for an annual fee of $20,000. The EMMA primary market disclosure subscription service makes available to subscribers all primary market disclosure documents, including official statements, preliminary official statements, advance refunding documents, and any amendments thereto, together with related indexing information provided by submitters through the EMMA submission process that is posted on the EMMA portal.  Such documents and information will be made available to subscribers simultaneously with the posting thereof on the EMMA portal.  Underwriters and their agents submitting information and documents to EMMA may provide or modify such items for a particular submission in one or more sessions (“submission events”), and any such items provided or modified will be made available to subscribers upon posting to the EMMA portal.

Data elements with respect to the EMMA primary market disclosure service to be provided through the real-time data stream shall be set forth in the EMMA Primary Market Subscriber Manual posted on the EMMA portal.  Each submission event will result in an XML data packet to be included in the subscription feed.  Each submission event packet will include data organized in a hierarchical data relationship generally consisting of (to the extent applicable for a particular submission event) XML containers for submission data, offering data, issue data, security data, document data, file data, and limited offering contact data.  These XML containers will contain some, all or none of the following types of data elements, as appropriate for each submission event being disseminated:

Submission Data:

submission ID; submission type; submission status; submission transaction date/time

Offering Data:

offering type; underwriting spread (agency fee)/disclosure indicator; OS/POS availability status; related issue identifier

Issue Data:

issue type; security type; issuer name; issue description; state; closing date; dated dates; remarketing/commercial paper identifiers

Security Data:

CUSIP number; maturity date; security-specific dated date; maturity principal amount; interest rate; initial offering price/yield; security status; partial underwriting data; refunded security CUSIP numbers

Document Data:

document ID; document type; document description; document posting dates; document status indicators; refunding/refunded issue identifiers

File Data:

file ID; file posting dates; file status indicators

Limited Offering
Contact Data:

contact name; address; phone number; e-mail address

The EMMA Primary Market Subscriber Manual provides a complete, up-to-date listing of all data elements made available through the EMMA primary market disclosure subscription service, including any additions, deletions or modifications to disseminated data elements, 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 will 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 will be provided are set forth in the EMMA Primary Market Subscriber Manual posted on the EMMA portal.

The MSRB makes the EMMA primary market disclosure subscription service available on an equal and non-discriminatory basis.  In addition, the MSRB does not impose any limitations on or additional charges for redistribution of such documents by subscribers to their customers, clients or other end-users.  Subscribers shall be subject to all of the terms of the subscription agreement to be entered into between the MSRB and each subscriber.  The MSRB is not responsible for the content of the information or documents submitted by submitters that is distributed to subscribers of the EMMA primary market disclosure subscription service.

*  *  *  *  *  *  *  *  *

TEXT OF TERMINATION OF EMMA PILOT AND MSIL DOCUMENT INTAKE[41]

OS/ARD Facility – Official Statement and Advance Refunding Document system (OS/ARD) of the MUNICIPAL SECURITIES INFORMATION LIBRARY® system or MSIL® system

OS and ARD Submissions to Electronic Municipal Market Access System

Notwithstanding any other provision of this facility, upon the Electronic Municipal Market Access system’s primary market disclosure service becoming operational, the OS/ARD system of the MSIL system shall no longer accept submissions of OSs and ARDs, and all OSs and ARDs submitted to the MSRB shall thereafter be submitted to the Electronic Municipal Market Access system.

Pilot Portal for Internet-Based Dissemination of OS/ARD Collection

In anticipation of the expected adoption by the Board of an “access equals delivery” standard for OS dissemination under Rule G-32, on disclosures in connection with new issues, the Board is implementing, on a pilot basis, an Internet-based public access portal (the “pilot portal”) to provide free access to OSs and ARDs submitted by underwriters to the MSIL system.  Copies of all OSs and ARDs received by the Board through existing document submission processes on or after implementation of the pilot portal will be made publicly available at the pilot portal, promptly after acceptance and processing, as PDF files for viewing, printing and downloading, and will remain publicly available for the life of the municipal securities. It is anticipated that OSs and ARDs submitted to the Board prior to implementation of the pilot portal also will become available through the pilot portal or the permanent system described below as such back-log collection is migrated to the pilot portal or permanent system platform.  OSs and ARDs will continue to be available under current terms through the daily and back-log collections produced by the MSIL system and at the public access facility throughout the service life of the pilot portal.

The pilot portal will provide on-line search functions utilizing the MSIL system computer index to ensure that users of the pilot portal are able to readily identify and access documents that relate to specific municipal securities.  Basic identifying information available from the MSIL system relating to specific municipal securities and/or specific issues will accompany the display of OSs and ARDs to help ensure that users have successfully accessed the materials they are seeking.  It is anticipated that additional information relating to such municipal securities and/or issues available from other Board systems (including but not limited to the Board’s Real-Time Transaction Reporting System) also may be made available to users in conjunction with OSs and ARDs accessed through the pilot portal.

The pilot portal is expected to operate for a limited period of time as the Board transitions to a permanent integrated system of electronic submissions of disclosure documents to the Board and real-time availability of such documents through a full-function public portal.  The permanent system (which will be the subject of a subsequent filing by the Board) will become operational by no later than the effective date for the Board’s proposed “access equals delivery” standard for OS dissemination under Rule G-32.  At that time, the functions of the pilot portal, along with other key features of the current MSIL system and additional functional improvements (including but not limited to establishment of real-time subscriptions to the complete document collections processed through the permanent system for re-dissemination or other use by subscribers), will be incorporated into the permanent system.  The permanent system is expected to replace the MSIL system once this transition is completed and all critical functions and information stores (including but not limited to the complete OS/ARD back-log collection) of the MSIL system have been transferred to the new permanent system or are able to be handled by other Board processes.

*  *  *  *  *  *  *  *  *

TEXT OF AMENDMENTS TO RULES G-32, G-36, G-8 AND G-9[42]

Rule G-32.  Disclosures In Connection With Primary Offerings New Issues

(a) Customer Disclosure Requirements.

(i) No broker, dealer or municipal securities dealer shall sell, whether as principal or agent, any offered new issue municipal securities to a customer unless such broker, dealer or municipal securities dealer delivers to the customer by no later than the settlement of the transaction: (i) a copy of the official statement in final form prepared by or on behalf of the issuer or, if an official statement in final form is not being prepared by or on behalf of the issuer, a written notice to that effect together with a copy of an preliminary official statement in preliminary form, if any; provided, however, that: (A).

(ii) Notwithstanding the provisions of subsection (a)(i) of this rule, the delivery obligation thereunder shall be deemed satisfied if the following conditions are met:

(A) the offered municipal securities being sold are not municipal fund securities; and

(B) the underwriter has made the submissions to EMMA required under paragraph (b)(i)(A) or (b)(i)(B)(1) of this rule; provided that the condition in this paragraph (B) shall apply solely to sales to customers by brokers, dealers and municipal securities dealers acting as underwriters in respect of the offered municipal securities being sold.

(iii) Any broker, dealer or municipal securities dealer that sells any offered municipal securities to a customer with respect to which the delivery obligation under subsection (a)(i) of this rule is deemed satisfied pursuant to subsection (a)(ii) of this rule shall provide or send to the customer, by no later than the settlement of such transaction, either:

(A) a copy of the official statement (or, if an official statement is not being prepared, a written notice to that effect together with a copy of a preliminary official statement, if any), and, in connection with offered municipal securities sold by the issuer on a negotiated basis, (1) the underwriting spread, if any, (2) the amount of any fee received by the broker, dealer or municipal securities dealer as agent for the issuer in the distribution of the securities; and (3) the initial offering price for each maturity in the offering, including maturities that are not reoffered; or

(B) a notice advising the customer:

(1) how to obtain the official statement from EMMA, which notice may be combined, at the election of the broker, dealer or municipal securities dealer, with notice of the availability of the official statement from a qualified portal; and

(2) that a copy of the official statement will be provided by the broker, dealer or municipal securities dealer upon request.

If a broker, dealer or municipal securities dealer provides notice to a customer pursuant to paragraph (a)(iii)(B), such broker, dealer or municipal securities dealer shall, upon request from the customer, send a copy of the official statement to the customer within one business day of request by first class mail or other equally prompt means.

(iv) In the case of a sale by a broker, dealer or municipal securities dealer of municipal fund securities to a customer, the following additional provisions shall apply:

(A) notwithstanding the provisions of subsection (a)(i) of this rule, if a customer who participates in a periodic municipal fund security plan or a non-periodic municipal fund security program has previously received a copy of the official statement in final form in connection with the purchase of municipal fund securities under such plan or program, a broker, dealer or municipal securities dealer that may sells additional shares or units of the municipal fund securities under such plan or program to the customer will be deemed to have satisfied the delivery obligation under subsection (a)(i) of this rule if such broker, dealer or municipal securities dealer sends to the customer a copy of any new, supplemented, amended or “stickered” official statement in final form, by first class mail or other equally prompt means, promptly upon receipt thereof; provided that, if the broker, dealer or municipal securities dealer sends a supplement, amendment or sticker without including the remaining portions of the official statement in final form, such broker, dealer or municipal securities dealer includes a written statement describing which documents constitute the complete official statement in final form and stating that the complete official statement in final form is available upon request; and or

(B) the broker, dealer or municipal securities dealer shall provide to the customer, by no later than the settlement of the transaction, written disclosure of the amount of any fee received by the broker, dealer or municipal securities dealer as agent for the issuer in the distribution of the municipal fund securities; provided, however, that if a broker, dealer or municipal securities dealer selling municipal fund securities provides periodic statements to the customer pursuant to Rule G-15(a)(viii) in lieu of individual transaction confirmations, this paragraph (iv)(B) shall be deemed to be satisfied if the broker, dealer or municipal securities dealer provides this information to the customer at least annually and provides information regarding any change in such fee on or prior to the sending of the next succeeding periodic statement to the customer.  if an official statement in final form is being prepared for new issue municipal securities issued in a primary offering that qualifies for the exemption set forth in paragraph (iii) of section (d)(1) of Securities Exchange Act Rule 15c2-12, a broker, dealer or municipal securities dealer may sell such new issue municipal securities to a customer if such broker, dealer or municipal securities dealer:

(1) delivers to the customer no later than the settlement of the transaction a copy of an official statement in preliminary form, if any, and written notice that the official statement in final form will be sent to the customer within one business day following receipt thereof by the broker, dealer or municipal securities dealer, and

(2) sends to the customer a copy of the official statement in final form, by first class mail or other equally prompt means, no later than the business day following receipt thereof by the broker, dealer or municipal securities dealer;

(v) If (C) if two or more customers share the same address, a broker, dealer or municipal securities dealer may satisfy the delivery obligations set forth in this section (a)(i) by complying with the requirements set forth in Rule 154 of the Securities Act of 1933, on delivery of prospectuses to investors at the same address.  In addition, any such broker, dealer or municipal securities dealer shall comply with section (c) of Rule 154, on revocation of consent, to the extent that the provisions of paragraph (a)(iv)(A) relating to if subject to the delivery requirements in section (a)(i)(A) of this rule, concerning a customer who participates in a periodic municipal fund security plan or a non-periodic municipal fund security program apply.; and

(ii) in connection with a negotiated sale of new issue municipal securities, the following information concerning the underwriting arrangements:

(A) the underwriting spread, if any;

(B) the amount of any fee received by the broker, dealer or municipal securities dealer as agent for the issuer in the distribution of the securities; provided, however, that if a broker, dealer or municipal securities dealer selling municipal fund securities provides periodic statements to the customer pursuant to rule G-15(a)(viii) in lieu of individual transaction confirmations, this paragraph (ii)(B) shall be deemed to be satisfied if the broker, dealer or municipal securities dealer provides this information to the customer at least annually and provides information regarding any change in such fee on or prior to the sending of the next succeeding periodic statement to the customer; and

(C) except with respect to an issue of municipal fund securities, the initial offering price for each maturity in the issue that is offered or to be offered in whole or in part by the underwriters, including maturities that are not reoffered.

(b) Underwriter Submissions to EMMA.

(i) Official Statements, Preliminary Official Statements, and Information Concerning Exempt Offerings.

(A) Form G-32 Information Submission.  Except as otherwise provided in paragraph (F) of this subsection (i), the underwriter of a primary offering of municipal securities shall initiate the submission of Form G-32 information relating to the offering on or prior to the date of first execution, and shall, in a timely and accurate manner, complete the submission of all information required to be submitted by Form G-32 relating to such offering at such times and in such manner as required under subsection (b)(vi) of this rule and as set forth in the EMMA Dataport Manual.

(B) Official Statement Submission.

(1) Except as otherwise provided in paragraph (C), (E) or (F) of this subsection (i), the underwriter of a primary offering of municipal securities shall submit the official statement for such offering to EMMA within one business day after receipt of the official statement from the issuer or its designee, but by no later than the closing date.

(2) If for any reason the official statement for a primary offering of municipal securities subject to this paragraph (B) is not submitted by the underwriter to EMMA by the closing date, the underwriter shall submit to EMMA:

(a) by no later than the closing date, notice to the effect that the official statement has not been submitted by the underwriter to EMMA by the closing date and that the official statement will be submitted to EMMA when it becomes available;

(b) within one business day after receipt from the issuer or its designee, the official statement; and

(c) the preliminary official statement or notice required pursuant to paragraph (D) of this subsection (i);

provided, however, that compliance with the requirements of this subparagraph (2) will not cure the failure to comply with subparagraph (1) of this paragraph (B).

(C) No Official Statement Prepared for Offering Exempt from Exchange Act Rule 15c2-12. If an official statement will not be prepared for a primary offering of municipal securities exempt from Securities Exchange Act Rule 15c2-12, the underwriter shall submit to EMMA, by no later than the closing date:

(1) notice to the effect that no official statement will be prepared; and

(2) the preliminary official statement or notice required pursuant to paragraph (D) of this subsection (i).

(D) Preliminary Official Statement Submission.  The underwriter of a primary offering of municipal securities to which subparagraph (B)(2) or paragraph (C) of this subsection (i) applies shall submit to EMMA, by no later than the closing date, either:

(1) the preliminary official statement for such offering; or

(2) if no preliminary official statement has been prepared for such offering, notice that no preliminary official statement has been prepared.

(E) Exemption for Certain Limited Offerings.  The underwriter of a primary offering of municipal securities not subject to Securities Exchange Act Rule 15c2-12 by virtue of paragraph (d)(1)(i) thereof for which an official statement has been prepared shall not be required to submit the official statement or any preliminary official statement to EMMA if the underwriter:

(1) complies with the requirements of paragraph (A) of this subsection (i);

(2) submits to EMMA, by no later than the closing date:

(a) notice that such primary offering is not subject to Securities Exchange Act Rule 15c2-12 by virtue of paragraph (d)(1)(i) thereof and that an official statement has been prepared but is not being submitted to EMMA; and

(b) contact information, including mailing address, telephone number, e-mail address and name of an associated person of the underwriter from whom customers may request the official statement; and

(3) delivers the official statement to each customer purchasing the offered municipal securities from the underwriter or from any other broker, dealer or municipal securities dealer, upon request, by the later of one business day after request or the settlement of the customer’s transaction.

(F) Exemption for Certain Commercial Paper Offerings or Remarketings.  The underwriter of a primary offering of municipal securities that consists of commercial paper not subject to Securities Exchange Act Rule 15c2-12 by virtue of paragraph (d)(1)(ii) thereof or of a remarketing of municipal securities not subject to Securities Exchange Act Rule 15c2-12 by virtue of paragraph (d)(1)(iii) thereof shall not be required to comply with the requirements of paragraph (A) of this subsection (i) or to submit the official statement or any preliminary official statement to EMMA if:

(1) no official statement is prepared for the offering; or

(2) the official statement used in connection with such offering:

(a) has previously been properly submitted to EMMA in connection with a prior primary offering; and

(b) has not been supplemented or amended subsequent to such prior submission.

(ii) Advance Refunding Documents.  If a primary offering advance refunds outstanding municipal securities and an advance refunding document is prepared, each underwriter in such offering shall, by no later than five business days after the closing date, submit:

(A) the advance refunding document to EMMA; and

(B) all information required to be submitted by Form G-32 relating to the advance refunding document as required under subsection (b)(vi) of this rule and as set forth in the EMMA Dataport Manual.

(iii) Amendments to Official Statements, Preliminary Official Statements and Advance Refunding Documents.  In the event the underwriter for a primary offering has previously submitted to EMMA an official statement, preliminary official statement or advance refunding document and such document is amended by the issuer during the primary offering disclosure period, the underwriter for such primary offering must, within one business day after receipt of the amendment from the issuer or an agent of the issuer, submit:

(A) the amendment to EMMA; and

(B) all information required to be submitted by Form G-32 relating to the amendment as required under subsection (b)(vi) of this rule and as set forth in the EMMA Dataport Manual.

(iv) Cancellation of All or Part of Primary Offering.  In the event an underwriter provides to EMMA the documents and information referred to in subsection (i), (ii) or (iii) above, but the primary offering is later cancelled, the underwriter shall notify EMMA of this fact promptly through Form G-32.  If only a portion of a primary offering is cancelled, the underwriter shall amend or supplement information submitted to EMMA to reflect such partial cancellation by no later than the closing date.

(v) Underwriting Syndicate.  In the event a syndicate or similar account has been formed for the underwriting of a primary offering, the managing underwriter shall take the actions required under the provisions of this rule and comply with the recordkeeping requirements of Rule G-8(a)(xiii)(B).

(vi) Procedures for Submitting Documents and Form G-32 Information.

(A) All official statements, preliminary official statements, advance refunding documents and amendments thereto submitted to EMMA under this rule shall be in a designated electronic format.

(B) All submissions of information required under this rule shall be made by means of Form G-32 submitted electronically to EMMA in such format and manner, and including such items of information provided at such times, as specified herein, in Form G-32 and in the EMMA Dataport Manual.

(C) The underwriter in any primary offering of municipal securities for which a document or information is required to be submitted to EMMA under this section (b) shall submit such information in a timely and accurate manner as follows:

(1) Form G-32 information submissions pursuant to paragraph (b)(i)(A) hereof with respect to a primary offering shall be:

(a) initiated on or prior to the date of first execution with the submission of CUSIP numbers (except if such CUSIP numbers are not required under Rule G-34 and have not been assigned), initial offering prices or yields (including prices or yields for maturities designated as not reoffered), if applicable, and the expected closing date, together with such other items of information as set forth in Form G-32 and the EMMA Dataport Manual; and

(b) completed by no later than the closing date, except to the extent that the provisions of subsection (b)(i) otherwise require a submission after the closing date.

Specific items of information required by Form G-32 shall be submitted at such times and in such manners as set forth in the EMMA Dataport Manual.

(2) Form G-32 information submissions pursuant to paragraph (b)(ii)(B) hereof with respect to an advance refunding shall be completed by no later than five business days after the closing date with the submission of CUSIP numbers, if any, of the advance refunded municipal securities (including any CUSIP numbers newly assigned to some or all of the advance refunded municipal securities), together with such other items of information as set forth in Form G-32 and the EMMA Dataport Manual.

(3) Form G-32 information submissions pursuant to paragraph (b)(iii)(B) hereof with respect to an amendment to a previously submitted document shall be completed by no later than one business day after receipt of such amendment from the issuer or an agent of the issuer with the submission of such items of information as set forth in Form G-32 and the EMMA Dataport Manual.

(4) Form G-32 information submissions pursuant to subsection (b)(iv) hereof with respect to a cancellation of a primary offering shall be completed:

(a) in the case of a partial cancellation, by no later than the closing date for the remaining portion of such primary offering; and

(b) in the case of a cancellation of the entire primary offering, promptly after a final determination by the issuer that such offering is cancelled, provided that such information shall be deemed to have been submitted on a timely basis if submitted within five business days after cancellation by the underwriter of its transactions with customers or other brokers, dealers and municipal securities dealers in connection with such cancelled offering.

(D) Form G-32 and any related documents shall be submitted by the underwriter or by any submission agent designated by the underwriter pursuant to procedures set forth in the EMMA Dataport Manual.  The failure of a submission agent designated by an underwriter to comply with any requirement of this rule shall be considered a failure by such underwriter to so comply.

(b) Inter-Dealer Disclosure Requirements.  Every broker, dealer or municipal securities dealer shall send, upon request, the documents and information referred to in section (a) to any broker, dealer or municipal securities dealer to which it sells new issue municipal securities no later than the business day following the request or, if an official statement in final form is being prepared but has not been received from the issuer or its agent, no later than the business day following such receipt.  Such items shall be sent by first class mail or other equally prompt means, unless the purchasing broker, dealer or municipal securities dealer arranges some other method of delivery and pays or agrees to pay for such delivery.

(c) Responsibility of Managing Underwriters, Sole Underwriters and Financial Advisors

(i) Managing Underwriters and Sole Underwriters.  When an official statement in final form is prepared by or on behalf of an issuer, the managing underwriter or sole underwriter, upon request, shall:

(A) send to all brokers, dealers and municipal securities dealers that purchase the new issue municipal securities an official statement in final form and other information required by paragraph (a)(ii) of this rule and not less than one additional official statement in final form per $100,000 par value of the new issue purchased by the broker, dealer or municipal securities dealer and sold to customers.  Such items shall be sent no later than the business day following the request or, if an official statement in final form is being prepared but has not been received from the issuer or its agent, no later than the business day following such receipt.  Such items shall be sent by first class mail or other equally prompt means, unless the purchasing broker, dealer or municipal securities dealer arranges some other method of delivery and pays or agrees to pay for such delivery.

(B) provide all purchasing brokers, dealers and municipal securities dealers with instructions on how to order additional copies of the official statement in final form directly from the printer.

(C) provide promptly to all brokers, dealers and municipal securities dealers that purchase the new issue municipal securities a printable electronic version of the official statement in final form, but only if:  (1) a printable electronic version has been prepared and the issuer does not object to distribution of such electronic version; and (2) the broker, dealer or municipal securities dealer requests to receive an electronic version and provides the managing underwriter or sole underwriter with an electronic mail address or other instructions acceptable to the managing underwriter or sole underwriter for electronic delivery of such version.  With the consent of the purchasing broker, dealer or municipal securities dealer, sending of a printable electronic version of the official statement in final form to the purchasing broker, dealer or municipal securities dealer as provided in this subparagraph (C) shall fully satisfy the requirements of subparagraphs (A) and (B) of this paragraph (c)(i) with respect to the official statement in final form.

(c) Preparation of Official Statements By (ii) Financial Advisors.  A broker, dealer or municipal securities dealer that, acting as financial advisor, prepares an official statement in final form on behalf of an issuer, with respect to a primary offering of municipal securities shall make the official statement in final form available to the managing underwriter or sole underwriter in a designated electronic format promptly after the issuer approves its distribution. If a printable electronic version of the official statement in final form has been prepared and the issuer does not object to its distribution, such printable electronic version shall also be made available to the managing underwriter or sole underwriter promptly upon request and delivery to the financial advisor of an electronic mail address or other instructions acceptable to the financial advisor for electronic delivery of such version.  With the consent of the managing underwriter or sole underwriter, such printable electronic version shall fully satisfy the requirement of this paragraph (c)(ii) with respect to the official statement in final form to be made available by the financial advisor.

(d) Definitions. For purposes of this rule, the following terms have the following meanings:

(i) The term "advance refunding document" shall mean the refunding escrow trust agreement or its equivalent prepared by or on behalf of the issuer.

(ii) The term “closing date” shall mean the date of first delivery by the issuer to or through the underwriter of municipal securities sold in a primary offering.

(iii) The term “designated electronic format” shall mean portable document format, with files configured to permit documents to be saved, viewed, printed and retransmitted by electronic means.  For files submitted to EMMA on or after January 1, 2010, documents in designated electronic format must be word-searchable (without regard to diagrams, images and other non-textual elements).

(iv) The term “EMMA” shall mean the Board’s Electronic Municipal Market Access system, or any other electronic municipal securities information access system designated by the Board for collecting and disseminating primary offering documents and information.

(v) The term “EMMA Dataport Manual” shall mean the document(s) designated as such published by the Board from time to time setting forth the processes and procedures with respect to submissions to be made to the primary market disclosure service of EMMA by underwriters under Rule G-32(b).

(vi) The term “offered new issue municipal securities” shall mean municipal securities that are sold by a broker, dealer or municipal securities dealer during the securities’ primary offering the issue’s new issue disclosure period, including but not limited to municipal securities reoffered in a remarketing that constitutes a primary offering and municipal securities sold in a primary offering but designated as not reoffered, but shall not include commercial paper.

(vii) (iii) The term “official statement” shall mean (A) for an offering subject to Securities Exchange Act Rule 15c2-12, a document or documents defined in Securities Exchange Act Rule 15c2-12(f)(3), or (B) for an offering not subject to Securities Exchange Act Rule 15c2-12, a document or documents prepared by or on behalf of the issuer or its representatives setting that is complete as of the date delivered to the underwriter and that sets forth, among other matters, information concerning the terms of the proposed offering the issuer and the proposed issue of securities.  A notice of sale shall not be deemed to be an “official statement” for purposes of this rule.

(viii) (iv) The term “primary offering” shall mean an offering defined in Securities Exchange Act Rule 15c2-12(f)(7), including but not limited to any remarketing of municipal securities that constitutes a primary offering as such subsection (f)(7) may be interpreted from time to time by the Commission.

(ix) (ii) The term “primary offering new issue disclosure period” shall mean, with respect to any primary offering, the period commencing with the first submission to an underwriter of an order for the purchase of offered new issue municipal securities or the purchase of such securities from the issuer, whichever first occurs, and ending 25 days after the final delivery by the issuer or its agent of all the securities of the issue to or through the underwriting syndicate or sole underwriter.

(x)  The term “qualified portal” shall mean an Internet-based utility providing access by any purchaser or potential purchaser of offered municipal securities to the official statement for such offered municipal securities in a designated electronic format, and allowing such purchaser or potential purchaser to search for (using the nine-digit CUSIP number and other appropriate search parameters), view, print and save the official statement, at no charge, for a period beginning on the first business day after such official statement becomes available from EMMA and ending no earlier than 30 calendar days after the end of the primary offering disclosure period for such offered municipal securities; provided that any such utility shall not be a qualified portal unless notice to users that official statements are also available from EMMA and a hyperlink to EMMA are posted on the page on which searches on such utility for official statements may be conducted.

(xi) The term “date of first execution” shall mean the date on which the underwriter executes its first transactions with a customer or another broker, dealer or municipal securities dealer in any security offered in a primary offering; provided that, for offerings subject to Rule G-34(a)(ii)(C), “date of first execution” shall mean the date corresponding to the Time of First Execution as defined in Rule G-34(a)(ii)(C)(1)(b); further provided that, solely for purposes of this rule, the date of first execution shall be deemed to occur by no later than the closing date.

(xii) The term “underwriter” shall mean a broker, dealer or municipal securities dealer that is an underwriter as defined in Securities Exchange Act Rule 15c2-12(f)(8), including but not limited to a broker, dealer or municipal securities dealer that acts as remarketing agent for a remarketing of municipal securities that constitutes a primary offering.

(e) Transitional Provisions.

(i) Notwithstanding the provisions of former Rule G-36, an underwriter that would have been required under the provisions of former Rule G-36(b)(i) or (c)(i) to send to the Board, within the five business day period preceding the effective date of this rule, an official statement for a primary offering of municipal securities shall be deemed to have complied with former Rule G-36 if the underwriter:

(A) submits the official statement to EMMA in a designated electronic format, together with such items of information necessary for initiation of a Form G-32 information submission under subparagraph (vi)(C)(1)(a) of this rule, by the business day following the effective date of this rule; and

(B) completes the Form G-32 information submission as required under subparagraph (vi)(C)(1)(b) of this rule by the later of (1) the business day following the effective date of this rule or (2) the closing date, except to the extent that the provisions of subsection (b)(i) otherwise require a submission after the later of such two dates.

(ii) Notwithstanding the provisions of former Rule G-36, an underwriter that would have been required under the provisions of former Rule G-36(b)(ii) or (c)(ii) to send to the Board, within the five business day period preceding the effective date of this rule, an advance refunding document in connection with a primary offering of municipal securities that advance refunds an outstanding issue shall be deemed to have complied with former Rule G-36 if the underwriter submits the advance refunding document to EMMA in a designated electronic format, together with a completed Form G-32 information submission as required under subparagraph (vi)(C)(2) of this rule, by the later of (1) the business day following the effective date of this rule or (2) five business days after the closing date.

(iii) Notwithstanding the provisions of former Rule G-36, an underwriter that would have been required under the provisions of former Rule G-36(d) to send to the Board, within the five business day period preceding the effective date of this rule, an amendment to an official statement shall be deemed to have complied with former Rule G-36 if the underwriter submits the amendment to EMMA in a designated electronic format, together with a completed Form G-32 information submission as required under subparagraph (vi)(C)(3) of this rule, by the business day following the effective date of this rule.

(iv) The Board may require an underwriter that sends an official statement, advance refunding document or amendment thereto in paper form to the Board within the five business day period preceding the effective date of this rule that is received by the Board on or after the effective date of this rule to resubmit such document to EMMA in a designated electronic format within two business days after notice by the Board to the underwriter.

(v) The Board shall not be required to accept a submission of an official statement, advance refunding document or amendment thereto in paper form sent by an underwriter to the Board on or after the effective date of this rule.

(vi) For purposes of this section (e), the term “effective date of this rule” means [INSERT EFFECTIVE DATE] and the term “former Rule G-36” means Rule G-36 of the Board in effect on the day prior to the effective date of this rule.

*  *  *  *  *  *  *  *  *

Rule G-36.  RESERVED Delivery of Official Statements, Advance Refunding Documents and Forms G-36(OS) and G-36(ARD) to Board or Its Designee

(a) Definitions. For purposes of this rule, the following items have the following meanings:

(i) The term "final official statement" shall mean a document or documents defined in Securities Exchange Act rule 15c2-12(f)(3).]

(ii) The term "primary offering" shall mean an offering defined in Securities Exchange Act rule 15c2-12(f)(7).

(iii) The term "advance refunding documents" shall mean the refunding escrow trust agreement or its equivalent.

(iv) The term “new issue disclosure period” shall mean the period defined in Rule G-32(d)(ii).

(v) The term “underwriter” shall mean any person defined in Securities Exchange Act rule 15c2-12(f)(8).

(b) Delivery Requirements for Issues Subject to Securities Exchange Act Rule 15c2-12.

(i) Each broker, dealer or municipal securities dealer that acts as an underwriter in a primary offering of municipal securities subject to Securities Exchange Act rule 15c2-12 shall send to the Board or its designee, within one business day after receipt of the official statement from the issuer or its designated agent, but no later than 10 business days after any final agreement to purchase, offer, or sell the municipal securities, the final official statement and completed Form G-36(OS) prescribed by the Board, including the CUSIP number or numbers for the issue.

(ii) If the issue advance refunds an outstanding issue of municipal securities and an advance refunding document is prepared by or on behalf of the issuer, each broker, dealer or municipal securities dealer that acts as an underwriter in such issue also shall send to the Board or its designee, within five business days of delivery of the securities by the issuer to the broker, dealer, or municipal securities dealer, the advance refunding document and completed Form G-36(ARD) prescribed by the Board, including reassigned CUSIP number or numbers for the refunded issue, if any.

(c) Delivery Requirements for Issues not Subject to Securities Exchange Act Rule 15c2-12.

(i) Subject to paragraph (iii) below, each broker, dealer, or municipal securities dealer that acts as an underwriter in a primary offering of municipal securities not subject to Securities Exchange Act rule 15c2-12 for which an official statement in final form is prepared by or on behalf of the issuer shall send to the Board or its designee, by the later of one business day after delivery of the securities by the issuer to the broker, dealer, or municipal securities dealer or one business day after receipt of the official statement in final form from the issuer or its designated agent, the official statement in final form and  completed Form G-36(OS) prescribed by the Board, including the CUSIP number or numbers for the issue.

(ii) if the issue advance refunds an outstanding issue of municipal securities and both an official statement in final form and an advance refunding document are prepared by or on behalf of the issuer, each broker, dealer, or municipal securities dealer that acts as an underwriter in such issue also shall send to the Board or its designee, within five business days of delivery of the securities by the issuer to the broker, dealer, or municipal securities dealer, the advance refunding document and completed Form G-36(ARD) prescribed by the Board, including reassigned CUSIP number or numbers for the refunded issue, if any.

(iii) This section shall not apply to a primary offering of municipal securities, regardless of the amount of the issue, if:

(A) the issue qualifies for an exemption set forth in paragraph (1)(i) of section (d) of Securities Exchange Act rule 15c2-12; or

(B) the issue consists of commercial paper that qualifies for an exemption set forth in paragraph (1)(ii) of section (d) of Securities Exchange Act rule 15c2-12, but only if the official statement in final form, if any, used in connection with such offering: (1) has previously been properly submitted to the Board or its designee in connection with a prior primary offering and (2) has not been supplemented, amended or "stickered" subsequent to such prior submission.

(d) Amended Official Statements. In the event a broker, dealer, or municipal securities dealer provides to the Board or its designee an official statement pursuant to section (b) or (c) above, and the official statement is amended or “stickered” by the issuer during the new issue disclosure period, such broker, dealer, or municipal securities dealer must send to the Board or its designee, within one business day after receipt of the amended official statement from the issuer or its designated agent, the amended official statement and an amended Form G-36(OS) as prescribed by the Board, including: the CUSIP number or numbers for the issue; the fact that the official statement previously had been sent to the Board or its designee and that the official statement has been amended.

(e) Cancellation of Issue. In the event a broker, dealer or municipal securities dealer provides to the Board or its designee the documents and written information referred to in sections (b) or (c), above, but the issue is later cancelled, the broker, dealer, or municipal securities dealer shall notify the Board or its designee of this fact promptly in writing.

(f) Underwriting Syndicate. In the event a syndicate or similar account has been formed for the underwriting of a primary offering of municipal securities, the managing underwriter shall take the actions required under the provisions of this rule and comply with the recordkeeping requirements of rule G-8(a)(xv).

(g) Method of Delivery. A broker, dealer or municipal securities dealer that submits documents or forms required to be sent to the Board or its designee pursuant to section (b), (c) or (d) above shall either:

(i) send two copies of each such document or form to the Board or its designee by certified or registered mail, or some other equally prompt means that provides a record of sending; or

(ii) submit an electronic version of each such document or form to the Board or its designee in such format and manner specified in the current Form G-36 Manual.

*  *  *  *  *  *  *  *  *

Rule G-8.  Books and Records to be Made by Brokers, Dealers and Municipal Securities Dealers

(a)  Description of Books and Records Required to be Made.  Except as otherwise specifically indicated in this rule, every broker, dealer and municipal securities dealer shall make and keep current the following books and records, to the extent applicable to the business of such broker, dealer or municipal securities dealer:

(i)-(xii) No change.

(xiii) Records Concerning  Disclosures in Connection With Primary Offerings Pursuant to Rule G-32. Deliveries of Official Statements.  A record:

(A) of all documents, notices or written disclosures provided by the broker, dealer or municipal securities dealer deliveries to purchasers of offered new issue municipal securities under Rule G-32(a);, of official statements or other disclosures concerning the underwriting arrangements required under rule G-32 and,

(B) if applicable, evidencing compliance with subsection (a)(v) of Rule G-32; and section (a)(i)(C) of rule G-32.

(C) of all documents, notices and information required to be submitted to the Board by the broker, dealer or municipal securities dealer, in the capacity of underwriter in a primary offering of municipal securities (or, in the event a syndicate or similar account has been formed for the purpose of underwriting the issue, the managing underwriter), under Rule G-32(b).

(xiv) No change.

(xv) Records Concerning Delivery of Official Statements, Advance Refunding Documents and Forms G-36(OS) and G-36(ARD) to the Board or its Designee Pursuant to Former Rule G-36. In connection with each primary offering of municipal securities subject to former Rule G-36 for which a A broker, dealer or municipal securities dealer that acted acts as an underwriter in a primary offering of municipal securities subject to rule G-36 (or, in the event a syndicate or similar account has been formed for the purpose of underwriting the issue, the managing underwriter) and was required under the provisions of former Rule G-36 to send to the Board an official statement preceding the effective date of Rule G-32, on disclosures in connection with primary offerings, such underwriter shall maintain, to the extent not maintained pursuant to subsection (a)(xiii) of this Rule G-8:

(A) a record of the name, par amount and CUSIP number or numbers for all such primary offerings of municipal securities; the dates that the documents and written information referred to in former Rule rule G-36 were are received from the issuer and were are sent to the Board or its designee; the date of delivery of the issue to the underwriters; and, for issues subject to Securities Exchange Act Rule 15c2-12, the date of the final agreement to purchase, offer or sell the municipal securities; and

(B) copies of the Forms G-36(OS) and G-36(ARD) and documents submitted to the Board or its designee along with the certified or registered mail receipt or other record of sending such forms and documents to the Board or its designee.

For purposes of this subsection (a)(xv), the term “former Rule G-36” shall have the meaning set forth in Rule G-32(e)(iv) and the term “effective date of Rule G-32” shall have the same meaning as the term “effective date of this rule” as set forth in Rule G-32(e)(iv).

(xvi)-(xxii) No change.

(b)-(g) No change.

* * * * *

Rule G-9.  Preservation of Records

(a) No change.

(b) Records to be Preserved for Three Years.  Every broker, dealer and municipal securities dealer shall preserve the following records for a period of not less than three years:

(i)-(ix) No change.

(x) all records relating to Rule of deliveries of rule G-32 disclosures and, if applicable, a record evidencing compliance with section (a)(i)(C) of rule G-32] required to be retained as described in rule G-8(a)(xiii);

(xi)-(xvi) No change.

(c)-(f) No change.

*  *  *  *  *  *  *  *  *

FORM G-32

(Items to be provided electronically pursuant to Rule G-32(b)(vi)(B))

I.          Underwriter/Submitter Identification

  • Name of managing underwriter
  • MSRB number of managing underwriter
  • Name of submitter company, if different than managing underwriter
  • MSRB number of submitter company, if different than managing underwriter
  • Name of individual making submission
  • Contact information for individual making submission

II.         Submission Information

  • Submission type (primary market disclosure or advance refunding submission)
  • Submission identifier, only for supplements, modifications or amendments of prior submission

III.       Information for Offering

  • Offering type (debt or municipal fund security)
  • Underwriting spread/agency (placement) fee, for negotiated offerings if not included in official statement
  • Underwriting assessment exemption/discount indicator, if applicable
  • Notice of cancellation of offering, if applicable

III.       Information for Each Issue in Offering Underwritten by Underwriter

  • Issue type (new issue, remarketing)
  • Security type (CUSIP-based issue, commercial paper with 6-digit CUSIP information, ineligible for CUSIP number assignment)
  • Full issuer name
  • Full issue description
  • State, only for issues ineligible for CUSIP number assignment and municipal fund securities
  • Issue dated date
  • Closing date
  • Original dated date, for remarketings with new dated date assigned
  • Original nine-digit CUSIP number of remarketed issue, only if new CUSIP numbers assigned to a remarketed issue
  • Six-digit CUSIP number, for commercial paper issues

III.       Information for Each Security in Issue Underwritten by Underwriter

  • Nine-digit CUSIP number, except issues with no CUSIP numbers, issues of commercial paper, or issues of municipal fund securities
  • Maturity date
  • Interest rate
  • Maturity principal amount, except issues of commercial paper or issues of municipal fund securities
  • Initial offering price or yield, except issues of commercial paper or issues of municipal fund securities
  • Partial underwriting indicator, if less than full principal amount of security is underwritten by underwriter
  • Security dated date, only for securities ineligible for CUSIP number assignment and if different from issue dated date

IV.       Information for Issue Not Underwritten by Underwriter (if any)

  • Nine-digit CUSIP number for latest maturity of issue, only if a different underwriter underwrote an entire issue that is part of the offering

V.        Advance Refunding Information

  • Advance refunding indicator
  • Original nine-digit CUSIP numbers of refunded securities
  • Maturity date of refunded securities
  • Refunded issuer name, only if refunded issue has no CUSIP numbers
  • Refunded issuer’s state, only if refunded issue has no CUSIP numbers
  • Refunded issue description, only if refunded issue has no CUSIP numbers
  • Newly assigned nine-digit CUSIP numbers of refunded securities, if any
  • Newly assigned nine-digit CUSIP numbers of unrefunded balances, if any

V.        Document Information

  • Document type (official statement, preliminary official statement, advance refunding document)
  • Date document received from issuer
  • Notice of OS unavailability under Rule G-32(b)(i)(B)(2)(A) or (b)(i)(C)(1), if applicable
  • Notice of no OS submission for limited offering under SEC Rule 15c2-12(d)(1)(i), if applicable
  • Contact information for obtaining limited offering OS, if applicable
  • Notice of POS unavailability under Rule G-32(b)(i)(D)(2), if applicable


[2] In connection with the establishment of the permanent primary market disclosure service, the MSRB has terminated the pilot EMMA facility of the Municipal Securities Information Library (MSIL) system and submissions of OSs, ARDs and Forms G-36(OS) and G-36(ARD) to the MSIL system.  Although the MSIL system no longer accepts submissions, it will continue to operate for a period of time primarily to serve certain internal MSRB functions.

[3] Former Rule G-36 and Forms G-36(OS) and G-36(ARD) are rescinded.

[4] See MSRB Gateway User Account Management User Manual [here].

[5] See MSRB Gateway Agent Invitation and Designation User Manual [here].

[6] The MSRB provides links on the EMMA web portal for downloading free software that permits users to save, view and print PDF files.

[7] The timing and reliability of users receiving alerts issued by EMMA is subject to limitations inherent in any e-mail-based system and users should not rely exclusively on such alerts.

[8] In addition to being made available to the public for free through the EMMA web portal, transaction price information is made available through various subscription products offered by RTRS through existing RTRS mechanisms.  See [Subscription Services] The EMMA trade price transparency service is distinct from any such services or products provided directly by RTRS.

[9] See MSRB Notice 2009-09 (March 24, 2009).  More information relating to the primary market disclosure subscription service, including specifications and subscription agreements, is available [here].

[10] See Rule G-17 Interpretation – Interpretive Notice Regarding Rule G-17, on Disclosure of Material Facts, March 20, 2002, reprinted in MSRB Rule Book.

[11] See Securities Act Rule 159(b) adopted under Section 17(a)(2) of the Securities Act of 1933.  Rule 159(b) provides that, for purposes of determining whether a statement includes or represents any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading at the time of sale (including, without limitation, a contract of sale), any information conveyed to the purchaser only after such time of sale (including such contract of sale) will not be taken into account.

[13] “Closing date” is defined in Rule G-32(d)(ix) as the date of first delivery of the securities to the underwriter.  For bond or note offerings, this generally corresponds to the traditional concept of the bond closing date.  In the case of continuous offerings, such as for municipal fund securities, the closing date is considered to occur when the first securities are delivered.

[14] If no POS exists, the underwriter is required to provide notice of that fact to EMMA under Rule G-32(b)(i)(D).

[15] If no POS exists, the underwriter is required to provide notice of that fact to EMMA under Rule G-32(b)(i)(D).

[16] Limited offerings consist of primary offerings under Exchange Act Rule 15c2-12(d)(1)(i) in which the securities have authorized denominations of $100,000 or more and are sold to no more than 35 persons who the underwriter reasonably believes:  (a) have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the prospective investment, and (b) are not purchasing for more than one account or with a view to distributing the securities.

[17] Underwriters should note that they are required to submit to EMMA, along with a document, the date such document is received from the issuer.  In the case of the OS, the MSRB would not consider the underwriter to have received the OS until it has received the complete document.  Thus, if the issuer were to provide the OS to the underwriter in the form of multiple files, the underwriter should not consider the OS to have been received from the issuer until the final file of such document necessary to complete the OS has been received.  In that case, the underwriter would report the date on which such final file was received as the date on which the OS (including each file thereof, regardless of any earlier receipt of some such files) was received for purposes of the required information submission.

[18] Where no official statement or preliminary official statement is being submitted to EMMA, the underwriter is required to provide notice thereof to EMMA, except for commercial paper roll-overs and remarketings exempt from Exchange Act Rule 15c2-12 where no new disclosure document is prepared.

[19] The underwriter is obligated to review and make any necessary corrections to such editable data.  The underwriter is not responsible for any items of information pre-populated by EMMA which are not editable by the underwriter or its designated agent.  With respect to the CUSIP numbers assigned by the CUSIP Service Bureau and other information that is presented during the submission process on EMMA as non-editable information, the underwriter is not obligated to make corrections to such information.  However, the underwriter is obligated to ensure that each security in a primary offering is correctly associated with the submission the underwriter is making.  Thus, pursuant to instructions included in the EMMA Dataport Manual, the underwriter is required to review the collection of security-specific information pre-populated by EMMA during the submission process to ensure that all such securities have properly been associated with the submission, and the underwriter is obligated to add additional information (including but not limited to any relevant CUSIP numbers) not pre-populated by EMMA to the extent necessary to fully associate all applicable securities with the submission and to indicate that information for a security that has been pre-populated by EMMA should be removed because such security is not in fact associated with the submission.

[20] As used in this context, an offering generally corresponds to the definition of a primary offering under Rule G-32 and Exchange Act Rule 15c2-12.  Multiple issues (including but not limited to separately designated series of an offering) on a single OS are treated as part of the same offering for purposes of Form G-32 submissions even if issued by different issuers and/or underwritten by different underwriters.  However, to the extent that a primary offering is offered through more than one OS (e.g., separate OSs for separate issues within a single primary offering), offering-level information provided through a Form G-32 submission relates solely to the portion of the primary offering described in the OS that is the subject of the specific submission, and the remainder of the information related to such primary offering is provided through a separate Form G-32 submission for the other OS.

[21] For example, if an underwriter only underwrites two maturities of an issue consisting of ten maturities, the underwriter is responsible for reporting information regarding all ten maturities in the issue.  See also footnote 19 supra.

[22] For example, if an offering consists of three issues, only two of which were underwritten in any part by a particular underwriter, such underwriter is responsible for providing the full information required under Form G-32 for the two issues it underwrites but is only responsible for providing the nine-digit CUSIP number for the latest maturity of the issue it does not underwrite.  See also footnotes 19 and 20 supra.

[23] For an issue that is ineligible for CUSIP number assignment, the state of the issuer and dated date also are provided.  For an issue of municipal fund securities, the state of the issuer also is provided.  For an issue of commercial paper, the six-digit CUSIP number assigned to the issue also is provided in connection with the initiation of the commercial paper program (but not in connection with subsequent roll-overs, unless such information has changed).  For a remarketed issue, the original dated date of the issue when originally issued also is provided if a new dated date has been assigned to the remarketed issue.

[24] If the closing date has not yet been firmly established on the date of first execution, the underwriter provides a reasonable estimate of such closing date at that time and is obligated to update such estimated closing date when such date is determined.  Thus, if the actual closing date differs from the expected closing date supplied on the date of first execution, the underwriter is responsible to provide the correct closing date by no later than the actual closing date.  For an issue of municipal fund securities, the expected closing date is the date on which the first deliveries of securities in the issue are expected to be made.

[25] The initial offering price can be expressed either in terms of dollar price or yield.  For an issue that is ineligible for CUSIP number assignment, the nine-digit CUSIP number is omitted but the maturity date and interest rate are provided.  For issues of municipal fund securities and commercial paper, no security-specific information is required.  If the underwriter did not underwrite any portion of an issue in the offering, the underwriter is only required to provide the nine-digit CUSIP number for the latest maturity of such non-underwritten issue.

[26] For an issue of commercial paper, the OS is submitted in connection with the initiation of the commercial paper program but, pursuant to Rule G-32(b)(i)(F), is not required in connection with subsequent roll-overs, unless the OS has been modified.  For a remarketed issue, the underwriter/remarketing agent is required to indicate whether the submitted document is the complete disclosure document or supplements the original OS produced in connection with the initial offering of the remarketed issue.  Pursuant to Rule G-32(b)(i)(F), no OS is required in connection with a remarketing if no such document or supplement was created.  The underwriter is also required to make any corrections to the full issuer name and issue description provided at the time of first execution to the extent necessary to reflect the information as it actually appears on the OS.

[27] Thus, if such information is provided in the official statement as is currently the custom, the underwriter is not required to enter it into Form G-32.

[28] Other items normally required to be submitted by no later than the time of first execution continue to be required by such deadline.

[29] For an issue of commercial paper, the six-digit CUSIP number assigned to the issue also is provided unless such CUSIP number has not yet been assigned, in which case such number are required to be submitted promptly after assignment but by no later than the time of first execution.

[30] If CUSIP numbers have not yet been assigned, then such numbers are required to be submitted promptly after assignment but by no later than the date of first execution, unless the issue is ineligible for CUSIP number assignment or the issue consists of municipal fund securities or commercial paper.

[31] Such information includes an indication (i) that the underwriter underwrote less than the full principal amount of an issue and the amount underwritten by the underwriter, (ii) as to which category of underwriting assessment exemption under Rule A-13(a) applies to the entire offering, or (iii) as to which category of reduced underwriting assessment under Rule A-13(b) applies to the entire offering.

[32] New CUSIP numbers are required to be obtained with respect to securities advance refunded in part pursuant to Rule G-34(a)(i)(D).  For a refunded security that does not have a nine-digit CUSIP number, the issuer name, state of issuer, issue description and maturity date are required to be provided.

[33] Revisions made to the POS in order to convert such document into the final OS are not considered an amendment to the POS requiring submission to EMMA.  Instead, the underwriter submits the final OS itself as required under Rule G-32.

[34] A single submission of the PDF file of the amendment meets the document submission requirement with respect to the original OS.

[35] In general, an OS submitted for an issue in which a POS was previously submitted to EMMA replaces the POS as the “active” disclosure document on EMMA, although the POS continues to be accessible through the archive for the particular issue.  Issues of municipal fund securities remain continuously in the primary offering disclosure period for so long as securities continue to be sold in connection with such issue and therefore numerous amendments may occur over the course of many years.  Such amendments may initially supplement the original OS until such time as the issuer produces an entirely new OS, which new OS is treated as an amendment that replaces the original document and all preceding supplements.  Thereafter, this new OS may itself be supplemented by one or more amendments and, after a period of time, the new OS and supplements may again be replaced by a new OS.  This sequence generally continues for so long as the issuer continues selling securities in such issue.

[36] Dealers wishing to provide such notice in electronic form should consider guidance previously published by the MSRB concerning the use of electronic communications where standards for notice, access and evidence to show delivery are met.  See Rule G-32 Interpretation – Notice Regarding Electronic Delivery and Receipt of Information by Brokers, Dealers and Municipal Securities Dealers, November 20, 1998, reprinted in MSRB Rule Book (the “1998 Electronic Delivery Notice”).

[37] Rule G-32(d)(x) defines qualified portal to mean an Internet-based utility providing access by any purchaser or potential purchaser of offered municipal securities to the OS for such offered municipal securities in a designated electronic format, and allowing such purchaser or potential purchaser to search for (using the nine-digit CUSIP number and other appropriate search parameters), view, print and save the OS, at no charge, for a period beginning on the first business day after such OS becomes available from EMMA and ending no earlier than 30 calendar days after the end of the primary offering disclosure period for such offered municipal securities; provided that any such utility shall not be a qualified portal unless notice to users that OSs are also available from EMMA is posted and a hyperlink to EMMA are posted on the page on which searches on such utility for OSs may be conducted.

[38] Currently, the page for such viewing and downloading on the EMMA web portal for a particular security to which a 9-digit CUSIP number has been assigned will have a URL of the format “http://emma.msrb.org/SecurityView/SecurityDetails.aspx?cusip=[ENTER 9-DIGIT CUSIP NUMBER]”.  The MSRB will provide advance notice if the format of such URL is changed in the future.

[39] With respect to municipal securities other than municipal fund securities sold on a negotiated basis, the underwriting spread, agency fee and initial offering prices are disclosed on the EMMA web portal under Rule G-32 by means of the underwriter submitting such information through Form G-32.

[40] Underwriters are required to continue to maintain historical records under former Rule G-36 pursuant to Rule G-8(a)(xv), as revised to reflect the rescission of Rule G-36, for so long as required under Rule G-9(b)(xi).

[41] Strikethrough indicates deletions.

[42] Underlining indicates additions; strikethrough indicates deletions.