MSRB NOTICE 2012-07 (FEBRUARY 27, 2012)

MSRB FILES PROPOSAL TO AMEND THE ELECTRONIC MUNICIPAL MARKET ACCESS PRIMARY MARKET AND CONTINUING DISCLOSURE SUBSCRIPTION SERVICES

The Municipal Securities Rulemaking Board (“MSRB”) has filed today with the Securities and Exchange Commission (“SEC”) a proposed rule change to establish a subscription to historical information and documents obtained from submissions to the MSRB Electronic Municipal Market Access (EMMA®)[1] system.[2]  The proposed rule change will be effective upon approval by the SEC.

In June 2009, the MSRB implemented EMMA for collection of and public access to primary market disclosure documents and related information for the municipal securities market (the “Primary Market Disclosure Service”).[3]  In July 2009, the MSRB implemented a permanent continuing disclosure service to receive electronic submissions of, and make publicly available access to continuing disclosure documents and related information through EMMA (the “Continuing Disclosure Service”).[4]  EMMA provides subscription services, including the Primary Market Disclosure Subscription Service[5] and the Continuing Disclosure Subscription Service that make documents and related indexing information available on a current basis to subscribers through a real-time data stream.[6]  The proposed rule change would clarify that subscribers to the Primary Market Disclosure Service and Continuing Disclosure Service would be able to access historical data for the most recent six months on a daily rolling basis and establish purchase agreements for historical products consisting of twelve consecutive complete month data sets of the documents and related indexing information obtained through submissions to the Primary Market Disclosure Service (the “Primary Market Disclosure Historical Product”) received since June 1, 2009[7] and submissions to the Continuing Disclosure Service (the “Continuing Disclosure Historical Product”) received since July 1, 2009.[8]  The purpose of the proposed rule change is to provide another avenue for obtaining the documents and related indexing information provided through the Primary Market Disclosure and Continuing Disclosure Subscription Services, which are currently only available on a current basis through the real-time data stream.

The Primary Market Disclosure Historical Product and the Continuing Disclosure Historical Product would be made available to purchasers in electronic format using a physical medium (such as an optical disc, flash memory card or external hard drive),[9] pursuant to the terms of the MSRB Historical Product Purchase Agreement, which would be executed by purchasers prior to delivery of either historical product.[10]  The MSRB proposes to charge $10,000 for any twelve consecutive complete month data set for the Primary Market Disclosure Historical Data Product and $22,500 for any twelve consecutive complete month data set for the Continuing Disclosure Historical Data Product.[11]  In general, no smaller data sets for either historical product will be made available.  A one-time set-up fee of $2,000 (the “set-up fee”) would be charged to new purchasers of the Primary Market Disclosure and Continuing Disclosure Historical Products, unless the purchaser subscribes to an MSRB Subscription Service, including, but not limited to, the MSRB Real-Time Transaction Data Subscription Service, Comprehensive Transaction Data Subscription Service, Short-Term Obligation Rate Transparency Subscription Service, Primary Market Disclosure Subscription Service, or the Continuing Disclosure Subscription Service or has previously purchased a historical product.[12]

Questions about this notice may be directed to Justin R. Pica, Director of Product Management - Market Transparency, at 703-797-6716.

February 27, 2012 

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TEXT OF THE PROPOSAL [13]  

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

No change.

EMMA CONTINUING DISCLOSURE SERVICE

No change.

EMMA TRADE PRICE TRANSPARENCY SERVICE

No change.

EMMA SHORT-TERM OBLIGATION RATE TRANSPARENCY SERVICE

No change.

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.[1]  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; continuing disclosure status; obligated person; annual filing deadline for financial information

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, including proprietary rights of third parties in information provided by such third parties that is made available through the subscription.  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.

EMMA Primary Market Disclosure Historical Product

In addition to offering the EMMA primary market disclosure subscription service, MSRB offers an EMMA primary market disclosure historical product, which consists of the same data set (including both documents and related indexing information) as provided by the EMMA primary market disclosure subscription service up to the end of the most recent complete month.  The EMMA primary market disclosure historical product may be purchased in any twelve consecutive complete month data set for $10,000 per data set.[2]  No smaller data sets will be made available on an individual basis.[3]  The EMMA primary market disclosure historical product will be made available to purchasers in electronic format using a physical medium (such as an optical disc, flash memory card or external hard drive),[4] pursuant to the terms of the MSRB Historical Product Purchase Agreement, which must be executed by purchasers prior to delivery of the historical product.[5]  A one-time set-up fee of $2,000 will be charged to new purchasers of the EMMA primary market disclosure historical product, unless the purchaser subscribes to an MSRB Subscription Service or has previously purchased a historical product.[6]

EMMA Continuing Disclosure Subscription Service

The real-time data stream subscription to the EMMA continuing disclosure service through the EMMA subscription web service will be available for an annual fee of $45,000.  The EMMA continuing disclosure subscription service makes available to subscribers all continuing disclosure documents, together with related indexing information provided by submitters through the submission process of the EMMA continuing disclosure service, that is posted on the EMMA portal.[7]  Such documents and information will be made available to subscribers simultaneously with the posting thereof on the EMMA portal.  Issuers, obligated persons 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 continuing disclosure service to be provided through the real-time data stream shall be set forth in the EMMA Continuing Disclosure 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, disclosure indexing data, contact information data, and document 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 transaction date/time

Disclosure Indexing
Data:

disclosure type; financial/operating disclosure category; event disclosure category; other voluntary disclosure description; disclosure dates; CUSIP numbers

Contact Information
Data:
 

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

Document Data:

document ID; document posting date; document status indicator

The EMMA Continuing Disclosure Subscriber Manual provides a complete, up-to-date listing of all data elements made available through the EMMA continuing 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 Continuing Disclosure Subscriber Manual posted on the EMMA portal.

The MSRB makes the EMMA continuing 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, including proprietary rights of third parties in information provided by such third parties that is made available through the subscription.  The MSRB is not responsible for the content of the information or documents submitted by submitters that is distributed to subscribers of the EMMA continuing disclosure subscription service.

EMMA Continuing Disclosure Historical Product

In addition to offering the EMMA continuing disclosure subscription service, MSRB offers an EMMA continuing disclosure historical data product, which consists of the same data set (including both documents and related indexing information) as provided by the EMMA continuing disclosure subscription service up to the end of the most recent month.  The EMMA continuing disclosure historical product may be purchased in any twelve consecutive complete month data sets for $22,500 per data set.[8]  No smaller data sets will be made available on an individual basis.[9]  The EMMA continuing disclosure historical product will be made available to purchasers in electronic format using a physical medium (such as an optical disc, flash memory card or external hard drive),[10] pursuant to the terms of the MSRB Historical Product Purchase Agreement, which must be executed by purchasers prior to delivery of the historical product.[11]  A one-time set-up fee of $2,000 will be charged to new purchasers of the EMMA continuing disclosure historical product, unless the purchaser subscribes to an MSRB Subscription Service or has previously purchased a historical product.[12]
                                               

[1]  Subscribers to the EMMA primary market disclosure service will be able to access historical data for the most recent six months on a daily rolling basis.  Older data is available for purchase in twelve consecutive complete month data sets pursuant to the EMMA primary market disclosure historical product.

[2]  The purchase price does not include sales tax as required by Virginia state law.  The purchase price is a one-time charge for the EMMA primary market disclosure historical product and will not include any future additions or enhancements that may be added to the data.  The MSRB could, in its discretion, waive or reduce the purchase price for not-for-profit organizations that desire the product for non-profit or research purposes consistent with their stated charitable or other public purpose.

[3]  The EMMA primary market disclosure service became effective June 1, 2009.  Accordingly, a purchaser seeking to acquire all available historical data through the end of the most recent complete month would be charged $10,000 for each twelve consecutive complete month data set and a prorated amount for the remaining data.

[4]  The MSRB will choose an appropriate physical medium for delivering the EMMA primary market disclosure historical product based upon the quantity of data included in a data set and technological advances in physical media.

[5]  Purchasers are subject to all of the terms of the purchase agreement to be entered into between the MSRB and each purchaser, including terms relating to the proprietary and intellectual property rights of third parties in information provided by such third parties that is made available through the product.

[6]  The MSRB could, in its discretion, waive or reduce the product set-up fee(s) for not-for-profit organizations that desire the product for non-profit or research purposes consistent with their stated charitable or other public purpose.

[7]  Subscribers to the EMMA continuing disclosure service will be able to access historical data for the most recent six months on a daily rolling basis.  Older data is available for purchase in twelve consecutive complete month data sets pursuant to the EMMA continuing disclosure historical product.

[8]  The purchase price does not include sales tax as required by Virginia state law. The purchase price is a one-time charge for the Continuing Disclosure Historical Data Product and will not include any future additions or enhancements that may be added to the data. The MSRB could, in its discretion, waive or reduce the purchase price for not-for-profit organizations that desire the product for non-profit or research purposes consistent with their stated charitable or other public purpose.

[9]  The EMMA continuing disclosure service became effective July 1, 2009.  Accordingly, the purchaser seeking to acquire all available historical data through the end of the most recent complete month would be charged $22,500 for each twelve consecutive complete month data set and a prorated amount for the remaining data. 

[10]  The MSRB will choose an appropriate physical medium for delivering the EMMA continuing disclosure historical product based upon the quantity of data included in a data set and technological advances in physical media.

[11]  Purchasers are subject to all of the terms of the purchase agreement to be entered into between the MSRB and each purchaser, including terms relating to the proprietary and intellectual property rights of third parties in information provided by such third parties that is made available through the product.

[12]  The MSRB could, in its discretion, waive or reduce the product set-up fee(s) for not-for-profit organizations that desire the product for non-profit or research purposes consistent with their stated charitable or other public purpose.


[1]  EMMA® is a registered trademark of the MSRB.

[2]  File No. SR-MSRB-2012-02.  Comments on the proposal should be submitted to the SEC and should reference this file number.

[5]  The Primary Market Disclosure Subscription Service provides subscribers all primary market disclosure documents, including official statements, preliminary official statements, advance refunding documents (“primary market disclosure documents”), and any amendments thereto, together with related indexing information, provided by submitters through EMMA, for an annual fee of $20,000.

[6]  The Continuing Disclosure Subscription Service provides subscribers all continuing disclosure documents, together with related indexing information, provided by submitters through EMMA, for an annual fee of $45,000.

[7]  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.  The primary market disclosure documents and data elements provided in the Primary Market Disclosure Historical Product are the same as those currently provided in the EMMA Primary Market Disclosure Subscription Service.

[8]  The EMMA Continuing Disclosure Subscriber Manual provides a complete, up-to-date listing of all data elements made available through the EMMA Continuing Disclosure Subscriber Manual.  The continuing disclosure documents and data elements provided in the Continuing Disclosure Historical Product are the same as those currently provided in the EMMA Continuing Disclosure Subscription Service.

[9]  The MSRB will choose an appropriate physical medium for delivering the EMMA primary market disclosure historical product based upon the quantity of data included in a data set and technological advances in physical media.

[10]  Purchasers would be subject to all of the terms of the MSRB Historical Product Purchase Agreement to be entered into between the MSRB and each purchaser, including terms relating to the proprietary and intellectual property rights of third parties in information provided by such third parties that is made available through the products.

[11]  The purchase price does not include sales tax as required by Virginia state law.  The purchase price is a one-time charge for the Primary Market Disclosure and Continuing Disclosure Historical Products, as applicable, and will not include any future additions or enhancements that may be added to the data.  The MSRB could, in its discretion, waive or reduce the purchase price for not-for-profit organizations that desire the product for non-profit or research purposes consistent with their stated charitable or other public purpose.

[12]  The MSRB could, in its discretion, waive or reduce the set-up fee(s) for not-for-profit organizations that desire the service for non-profit or research purposes consistent with their stated charitable or other public purpose.

[13]  Underlining indicates additions.