MSRB NOTICE 2012-52 (OCTOBER 23, 2012)

MSRB FILES AMENDMENTS WITH SEC TO STREAMLINE NEW ISSUE INFORMATION SUBMISSION REQUIREMENTS UNDER MSRB RULES G-32 AND G-34

On October 23, 2012, the Municipal Securities Rulemaking Board (“MSRB”) filed with the Securities and Exchange Commission (“SEC”) proposed amendments that would allow underwriters to satisfy certain of their submission requirements under Rule G-32, on disclosures in connection with primary offerings, by their submission of data to the New Issue Information Dissemination Service (“NIIDS”) operated by the Depository Trust and Clearing Corporation (“DTCC”) pursuant to Rule G-34, on CUSIP numbers, new issue, and market information requirements.[1]  In addition, the proposed amendments would revise deadlines for the submission of data to NIIDS, remove certain exceptions from the NIIDS submission requirements under Rule G-34 for certain short term instruments, modify the Electronic Municipal Market Access (EMMA®)[2] system to include certain elements of the NIIDS data on the EMMA website, eliminate language describing auction rate securities as having a short “effective maturity,” and establish certain related recordkeeping requirements under Rule G-8, on books and records.  The MSRB requested an effective date for the proposed amendments no later than May 6, 2013, or such earlier date to be announced by the MSRB in a notice published on the MSRB website with at least a thirty day advance notification prior to the effective date. 

BACKGROUND

Rule G-32 requires underwriters to submit selected information about most new issues of municipal securities to the MSRB by completing electronic Form G-32 through EMMA’s Primary Market Disclosure Service.  This information includes, among other items, the issuer name and issue description for the new issue and, for each maturity of the new issue, the CUSIP numbers, principal amounts and initial offering prices or yields.  Separately, Rule G-34 requires underwriters for most new issues to submit comprehensive information to NIIDS.  Information required to be submitted to NIIDS generally includes all of the information required for dealers to produce a “when, as and if issued”[3] customer trade confirmation and also includes many of the same items of information included in Form G-32.

New Issue EMMA Submission Requirements Under Rule G-32.  EMMA is an information facility of the MSRB for receiving electronic submissions of official statements, initial offering prices and other information about new issues as well as on-going municipal securities disclosure and other key documents and related information.  EMMA makes such documents and information, together with trade price and interest rate information, available to the public at no charge on an Internet website or by paid subscription.  The submission of data under Rule G-32 to EMMA’s Primary Market Disclosure Service in connection with new issues is required to be commenced by no later than the end of the day of first execution of transactions in the offered municipal securities.[4]  The submission of documents relating to issues of municipal securities, including official statements or preliminary official statements (if applicable), and of certain additional items of information, is subject to other submission deadlines as outlined in Rule G-32.[5]

New Issue NIIDS Submission Requirements Under Rule G-34.  NIIDS is a centralized system for collecting from underwriters and disseminating to market participants standardized electronic information describing new issue securities.  It was developed to ensure that all market participants have access to information necessary for processing transactions once the underwriter executes its first transactions in the new issue.  The information submitted by underwriters to NIIDS, required to be completed by no later than two hours after Time of Formal Award[6] for most new issues of municipal securities,[7] is disseminated in real time to DTCC participants and other subscribers, such as information vendors.  Submissions to NIIDS also provide a mechanism for underwriters to communicate the Time of Formal Award and Time of First Execution[8] to market participants that may trade in the new issue to promote orderly trade execution and processing on the first day of trading in a new issue.  Consistent communication of these events ensures that all market participants have sufficient data to process and time to prepare pending trades in new issues for execution, real-time trade reporting[9] and sending of when-issued customer confirmations. 

Planned Integration of EMMA and NIIDS New Issue Submission Requirements.  The MSRB launched EMMA as a pilot on March 31, 2008.[10]  On September 30, 2008, amendments to Rule G-34 became effective that instituted the requirement for underwriters to provide new issue information to NIIDS.[11]  During the early stages of planning for EMMA, the MSRB had planned on integrating into EMMA’s Primary Market Disclosure Service the NIIDS data submitted by underwriters under Rule G-34 for the purpose of also fulfilling the data submission requirements under Rule G-32 and making such information available to the public through the EMMA website.  Due to divergent development schedules and limited opportunities to ensure effective interoperability between the two systems, the Primary Market Disclosure Service was launched on June 1, 2009 requiring a separate submission of new issue data to EMMA through Form G-32, although at that time the MSRB continued to plan for future integration of the submission processes under Rules G-32 and G-34.[12] 

The MSRB believes there would be significant benefits in integrating the NIIDS data into the EMMA submission process.  While the information required to be submitted under Rule G-32 is less extensive than the information required for a NIIDS submission pursuant to Rule G-34, re-keying information under both Rules G-32 and G-34 is time consuming and this duplication of effort may increase the possibility of error.  In addition to reducing the submission burden on underwriters, elimination of this duplicative data entry would result in improved data quality on EMMA and throughout the marketplace.  It would allow both underwriters and enforcement agencies to concentrate their compliance activities on ensuring exacting data submissions through this single pipeline through which data would flow uniformly to EMMA as well as to other market data vendors receiving the NIIDS subscription feed. 

The integration of the NIIDS data into the EMMA submission process also would accelerate the availability of Form G-32 data on EMMA by displaying such information in real time upon receipt from NIIDS by no later than two hours after the Time of Formal Award as provided under Rule G-34, rather than by the close of business on the date of first execution as currently provided under Rule G-32.  In particular, use of the NIIDS data to populate EMMA will allow for more rapid intra-day, rather than end of day, dissemination of the maturity schedule, interest rates and initial offering prices[13] for new issues within two hours after the Time of Formal Award.  Furthermore, additional NIIDS data elements not currently available through EMMA, such as the Time of Formal Award and Time of First Execution as announced by the underwriter, would be displayed on EMMA.  To enhance transparency for a broader scope of new issues of municipal securities, the MSRB is also proposing to eliminate exceptions under Rule G-34 for submitting data for certain new issues to NIIDS. 

SUMMARY OF PROPOSED AMENDMENTS

The proposed amendments revise Rule G-32 to provide that an underwriter’s obligations to submit data about a new issue under that rule would be fulfilled through submission of such data through NIIDS as required pursuant to Rule G-34.  Data for certain types of offerings not required to use NIIDS (as described below) would continue to be subject to existing Rule G-32 data submission requirements.  In addition, certain data elements that are not included in NIIDS, such as underwriting spread (if not included in the official statement), the existence of a continuing disclosure undertaking and the timing for issuer submission of annual financial information, would be required to be submitted to EMMA pursuant to existing timeframes set forth in Rule G-32 and the EMMA Dataport Manual.

Rule G-34 currently requires that information about most new issues of municipal securities be submitted to NIIDS by no later than two hours following the Time of Formal Award of a new issue.  Rule G-34 currently exempts certain types of short-term instruments (including variable rate instruments, auction rate products, and commercial paper), as well as municipal fund securities (such as interests in 529 college savings plans) and issues ineligible for CUSIP number assignment.  The proposed amendments revise Rule G-34 to remove the exception for underwriters to submit to NIIDS information about short-term instruments such as variable rate instruments, auction rate products and notes maturing in less than nine months, but would retain this exception for commercial paper issues, municipal fund securities and issues ineligible for CUSIP number assignment.  The proposed amendments add a narrow exception from the requirement to provide a minimum of two hours advance notice of the planned Time of First Execution for offerings of variable rate instruments with a planned settlement cycle of one day or less. 

The proposed amendments revise the EMMA facility by adding to the EMMA display and to the EMMA primary market subscription the Time of First Execution and Time of Formal Award. 

In addition, the proposed amendments include revisions to Rule G-8 to conform recordkeeping requirements to amended Rules G-32 and G-34, and revisions to the Rule G-14 RTRS Procedures and Rules G-32 and G-34 to make certain non-substantive technical changes.  The technical amendments to Rule G-32 correct a cross-reference to SEC Rule 15c2-12, correct a mis-numbered paragraph defining the term “obligated person” and eliminate section (e), which operated as a transitional provision in June 2009 from the former pre-EMMA official statement submission process under former Rule G-36 to the EMMA-based submission process under current Rule G-32.  The technical amendments to Rule G-34 improve the organization of certain provisions of the rule.

Finally, the technical amendments to section (a)(ii)(B) of the Rule G-14 RTRS Procedures under Rule G-14 revise language in such RTRS Procedures that is parallel to the language regarding short-term instruments that is being removed from Rule G-34 by the amendments described above.  Such amendments would more clearly describe the types of securities to which the end-of-day RTRS reporting exception for short-term instruments applies and also eliminate language describing auction rate securities as having a short “effective maturity.”  The MSRB believes that auction rate securities should not be characterized as having an effective short-term maturity and has previously noted that, unlike other short-term municipal securities with long-term maturity dates and short-term interest rate reset periods (such as variable rate demand obligations), auction rate securities generally do not have “put” features or liquidity facilities that allow holders to tender their securities back to an issuer-appointed representative on a periodic basis.[14]  Thus, the MSRB is eliminating the use of the term “effective maturity” in the context of auction rate securities in order to avoid any potential implication that holders of auction rate securities have assurances of liquidity on a short-term basis. 

Questions about this notice may be directed to Karen Du Brul, Associate General Counsel, or Justin R. Pica, Director of Product Management – Market Transparency, at 703-797-6600.

October 23, 2012

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TEXT OF PROPOSED AMENDMENTS[15]

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.  A record:

(A) - (B) No change.

(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), to the extent that any such information is not included in the information submitted through NIIDS (as defined in Rule G-34(a)(ii)(C)(3)(b)) in satisfaction of the requirements of Rule G-32(b) and maintained pursuant to subsection (a)(xxiii) of this rule.

(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 broker, dealer or municipal securities dealer acted as an underwriter (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 prior to June 1, 2009, 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) - (B) No change.

For purposes of this subsection (a)(xv), the term "former Rule G-36" means Rule G-36 of the Board in effect on May 31, 2009 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.

(xxiii) Records Concerning Compliance with Rule G-34(a)(ii)(C).  A broker, dealer or municipal securities dealer that acts as an underwriter in a primary offering of municipal securities subject to Rule G-34(a)(ii)(C)(1) shall maintain:

(A) a record of the Time of Formal Award;

(B) a record of the Time of First Execution; and

(C) a record of all information submitted to NIIDS (as defined in Rule G-34(a)(ii)(C)(3)(b)) as required elements for “Trade Eligibility” and of the time the new issue received “Trade Eligibility” status in NIIDS the new issue information dissemination system.

(xxiv) No change.

(b) - (g) No change.

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Rule G-14 RTRS Procedures

(a) General Procedures.

(i) No change.

(ii) Transactions effected with a Time of Trade during the hours of the RTRS Business Day shall be reported within 15 minutes of Time of Trade to an RTRS Portal except in the following situations:

(A) No change.

(B) A dealer effecting trades in short-term instruments maturing in under nine months or less, in effective maturity, including variable rate instruments that may be tendered for purchase at least as frequently as every nine months, auction rate products for which auctions are scheduled to occur at least as frequently as every nine months, and commercial paper maturing or rolling-over in nine months or less shall report such trades by the end of the RTRS Business Day on which the trades were executed.

(C) - (E) No change.

(iii) - (vi) No change.

(b) - (d) No change.

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Rule G-32: Disclosures in Connection with Primary Offerings

(a) No change.

(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 submit, in addition to any applicable documents and information required to be submitted pursuant to paragraphs (B) through (E) of this subsection (i), 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 as follows:, 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.

(1) NIIDS-Eligible Primary Offerings. For any primary offering of municipal securities that is a new issue eligible for submission of information to NIIDS under Rule G-34(a)(ii)(C), the underwriter of such offering shall submit all information required to be submitted under this paragraph (A) on Form G-32 relating to such offering at such times and in such manner as required under Rule G-34(a)(ii)(C), and the submission of such information under Rule G-34(a)(ii)(C) in a full and timely manner shall be deemed to be in compliance with the submission requirement of this subparagraph (b)(i)(A)(1); provided, however, that:

(a) Any items of information required to be included on Form G-32 but for which no corresponding data element then is available through NIIDS shall be submitted through EMMA on Form G-32 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; and

(b) Any corrections to data submitted pursuant to Rule G-34(a)(ii)(C) shall be made promptly and, to the extent feasible, in the manner originally submitted.

(2) Primary Offerings Ineligible for NIIDS. For any primary offering of municipal securities that is not a new issue eligible for submission of information to NIIDS under Rule G-34(a)(ii)(C) or is exempt from such submission requirement under Rule G-34(d), the underwriter of such offering shall initiate the submission of Form G-32 information relating to the offering on or prior to the date of first execution, and shall 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) – (E) No change.

(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 paragraphs (b)(1) through (b)(4) of Securities Exchange Act Rule 15c2-12 by virtue of paragraph (d)(5) (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) - (2) No change.

(ii) – (vi) No change.

(c) No change.

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

(i) - (xiii) No change.

(xiv) (xiii) The term “obligated person” shall mean an obligated person defined in Securities Exchange Act Rule 15c2-12(f)(10).

(xv) The term “NIIDS” shall have the meaning set forth in Rule G-34(a)(ii)(C)(3)(b).

(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 June 1, 2009 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.

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Rule G-34: CUSIP Numbers, New Issue, and Market Information Requirements

(a) New Issue Securities.

(i) Assignment and Affixture of CUSIP Numbers.

(A) - (D) No change.

(E) The underwriter, prior to the delivery of a new issue of municipal securities to any other person, shall affix to, or arrange to have affixed to, the securities certificates of such new issue the CUSIP number assigned to such new issue. If more than one CUSIP number is assigned to the new issue, each such number shall be affixed to the securities certificates of that part of the issue to which such number relates.

(ii) Application for Depository Eligibility, CUSIP Number Affixture and Dissemination of New Issue Information Initial Communications.  Each underwriter shall carry out the following functions:

(A) No change.

(B) Prior to acting as underwriter for a new issue of municipal securities eligible for submission to NIIDS:

(1) each broker, dealer or municipal securities dealer must register to use NIIDS with DTCC and shall test its capability to use NIIDS by successfully submitting two test new issues using the NIIDS Web Interface; and

(2) each broker, dealer or municipal securities dealer that plans to establish computer-to-computer connections with NIIDS (either directly or through a vendor) shall test its capability to use NIIDS by successfully submitting two test new issues using computer-to-computer connections.

(B) The underwriter, prior to the delivery of such securities to any other person, shall affix to, or arrange to have affixed to, the securities certificates of such new issue the CUSIP number assigned to such new issue. If more than one CUSIP number is assigned to the new issue, each such number shall be affixed to the securities certificates of that part of the issue to which such number relates.

(C) The underwriter of a new issue of municipal securities shall communicate information about the new issue in accordance with the requirements of this paragraph (a)(ii)(C) to ensure that other brokers, dealers and municipal securities dealers have timely access to information necessary to report, compare, confirm, and settle transactions in the new issue and to ensure that registered securities clearing agencies receive information necessary to provide comparison, clearance and depository services for the new issue; provided, however, that this paragraph (a)(ii)(C) shall not apply to short-term instruments under nine months in effective maturity, including variable rate instruments, auction rate products, and commercial paper.

(1) The underwriter shall ensure that the following information is submitted to NIIDS a new issue information dissemination system in the manner described in the written procedures for system users and that changes or corrections to submitted information are made as soon as possible:

 (a) the Time of Formal Award.

(i) For purposes of this paragraph (a)(ii)(C), the "Time of Formal Award" means:,

(A) for competitive issues, the later of the time the issuer announces the award or the time the issuer notifies the underwriter of the award, and,

(B) for negotiated issues, the later of the time the contract to purchase the securities from the issuer is executed or the time the issuer notifies the underwriter of its execution.

(ii) If the underwriter and issuer have agreed in advance on a Time of Formal Award, that time may be submitted to NIIDS the new issue information dissemination system in advance of the actual Time of Formal Award. 

(b) the Time of First Execution.

(i) For purposes of this paragraph (a)(ii)(C), the “Time of First Execution” means the time the underwriter plans to execute its first transactions in the new issue.

(ii) The underwriter shall designate a Time of First Execution that is:

(A) for new issues consisting of variable rate instruments for which transactions occurring on the first day of trading are expected to settle on a same-day or next-day basis, any time after all information required by paragraph (a)(ii)(C) has been transmitted to NIIDS; or

(B) for all other new issues, no less than two Business Hours hours after all information required by paragraph (a)(ii)(C) has been transmitted to NIIDS; the new issue information dissemination system. provided that the Time of First Execution may be designated as 9:00 A.M. Eastern Time or later on the RTRS Business Day following the day on which all information required by paragraph (a)(ii)(C) has been transmitted to NIIDS without regard to whether two Business Hours have elapsed.

(c) All other information identified as required for “Trade Eligibility” in NIIDS the new issue information dissemination system.

(2) The underwriter shall ensure that all information identified in this paragraph (a)(ii)(C) is transmitted to NIIDS provided no later than two Business Hours after hours of the Time of Formal Award.  For purposes of this paragraph (a)(ii)(C):,

(a) “Business Hours” the hours counted in determining the responsibilities of an underwriter shall include only the hours from of 9:00 A.M. to and 5:00 P.M. Eastern Time on an RTRS Business Day.

(b) “RTRS Business Day” shall have the meaning set forth as defined in Rule G-14 RTRS Procedures section (d)(ii).

(3) For purposes of paragraphs (B) and (C) of this subsection (a)(ii):

(a) “DTCC” means The Depository Trust and Clearing Corporation, The term “new issue information dissemination system” means an automated, electronic system operated by a securities clearing agency registered with the Securities and Exchange Commission providing depository services for municipal securities.

(b) “NIIDS” means the New Issue Information Dissemination Service, an automated, electronic system operated by DTCC as part of its underwriting eligibility request platform, UW Source, that receives comprehensive new issue information for municipal securities on a market-wide basis for the purposes of establishing depository eligibility and immediately re-disseminating such information to information vendors supplying formatted municipal securities information for use in automated trade processing systems.

(D) The underwriter of any a new issue of municipal securities consisting of short-term instruments under nine months in effective maturity, including variable rate instruments, auction rate products, and commercial paper, shall, as promptly as possible, announce each item of information listed below in a manner reasonably designed to reach market participants that may trade the new issue.  All information shall be announced no later than the time of the first execution of a transaction in the new issue by the underwriter.

(1) - (2) No change.

(E) No change.

(iii) No change.

(b) - (d) No change.

(e) NIIDS Registration and Testing Requirements. NIIDS is an automated, electronic system that receives comprehensive new issue information on a market-wide basis for the purposes of establishing depository eligibility and immediately re-disseminating such information to information vendors supplying formatted municipal securities information for use in automated trade processing systems. It is operated by Depository Trust and Clearing Corporation (DTCC), a securities clearing agency registered with the Securities and Exchange Commission providing depository services for municipal securities.

(i) NIIDS Registration.  Prior to acting as underwriter for a new issue of municipal securities with nine months or greater effective maturity, each broker, dealer or municipal securities dealer must register to use NIIDS with DTCC.

(ii) NIIDS Testing.

(A) NIIDS Web Interface.  Prior to acting as underwriter for a new issue of municipal securities with nine months or greater effective maturity, each broker, dealer or municipal securities dealer shall test its capability to use NIIDS by successfully submitting two test new issues using the NIIDS Web Interface.

(B) NIIDS Autofeed Interface.  Prior to acting as underwriter for a new issue of municipal securities with nine months or greater effective maturity, each broker, dealer or municipal securities dealer that plans to establish computer-to-computer connections with NIIDS (either directly or through a vendor) shall test its capability to use NIIDS by successfully submitting two test new issues using computer-to-computer connections.

(iii) NIIDS Start-Up.  Each broker, dealer or municipal security dealer that has acted at any time after September 30, 2007 and plans to continue to act as an underwriter for a new issue of municipal securities with nine months or greater effective maturity shall complete the requirements of this section (d) by no later than September 15, 2008.

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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”) and related pre-sale documents (“POS-related documents”), 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, and from issuers and their designated agents, 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. No change.

Method of Submission.  Documents and related indexing information (to the extent that such indexing information is not otherwise submitted through the New Issue Information Dissemination Service (“NIIDS”) under MSRB rules) 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.  No change.

Document Types.  No change.

Information to be Submitted.  No change.

Submitters.  No change.

Public Availability of Primary Market Disclosure Documents

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; Time of Formal Award; Time of First Execution

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

No change.

EMMA Continuing Disclosure Subscription Service

No change.

EMMA Continuing Disclosure Historical Product

No change.

___________________________________

[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.


[1] File No. SR-MSRB-2012-08.  Comments on the proposed amendments should be submitted to the SEC and should reference this file number.  On April 10, 2012, the MSRB requested comment on a draft proposal to streamline new issue information submission requirements under Rules G-32 and G-34.  See MSRB Notice 2012-19 (April 10, 2012).  The comments received, and the MSRB’s responses to those comments, are included in File No. SR-MSRB-2012-08.

[2] EMMA is a registered trademark of the MSRB.

[3] The term “when, as and if issued” is used to describe the time period in the life of a new issue of municipal securities from the original date of the sale by the issuer to the delivery of the securities to, and payment by, the underwriter.  Sales made during the “when, as and if issued” period (also called the “‘when-issued’ period”) are subject to issuance of the securities. 

[4] Under Rule G-32(b)(vi)(C)(1) and Section 2.6.2 of the EMMA Dataport Manual (Information by the Date of First Execution of Transactions), underwriters are required 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 by submitting certain issue-specific information about the new issue.  “Date of first execution” is defined in Rule G-32(d)(xi) as:

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.

[5] Sections 2.6.4 and 2.6.5 of the EMMA Dataport Manual set out the basic timeframes for submitting documents and information to EMMA in connection with a new issue.

[6] “Time of Formal Award” is defined in Rule G-34(a)(ii)(C)(1)(a) as:

for competitive issues, the later of the time the issuer announces the award or the time the issuer notifies the underwriter of the award, and, for negotiated issues, the later of the time the contract to purchase the securities from the issuer is executed or the time the issuer notifies the underwriter of its execution.  If the underwriter and issuer have agreed in advance on a Time of Formal Award, that time may be submitted to the new issue information dissemination system in advance of the actual Time of Formal Award.

[7] Rule G-34(a)(ii)(C) currently provides exceptions to the submission requirements for certain short-term instruments, including variable rate instruments, auction rate products and commercial paper.  In addition, this requirement does not apply to new issues that do not meet the eligibility criteria for CUSIP number assignments or that consist of municipal fund securities (such as interests in 529 college savings plans) under the general exemption provided in Rule G-34(d). 

[8] “Time of First Execution” is defined in Rule G-34(a)(ii)(C)(1)(b) as: “the time the underwriter plans to execute its first transaction in the new issue.  The underwriter shall designate a Time of First Execution that is no less than two hours after all information required by paragraph (a)(ii)(C) has been transmitted to the new issue information dissemination system.”

[9] “Real-time trade reporting” refers to the reporting of certain information about each purchase and sale transaction effected in municipal securities to the MSRB’s Real-time Transaction Reporting System (“RTRS”), as prescribed by Rule G-14, Rule G-14 RTRS Procedures and the RTRS Users Manual.

[10] See Release No. 34-57577 (March 28, 2008), 73 FR 18022 (April 2, 2008) (File No. SR-MSRB-2007-06) (November 15, 2007)

[11] See Release No. 34-57750 (May 7, 2008), 73 FR 25815 (May 7, 2008) (File No. SR-MSRB-2007-08) (November 27, 2007)

[12] See MSRB Notice 2009-07 (March 23, 2009), in which the MSRB noted that it would advise market participants of any future development of a functionality providing for the use of NIIDS data to fulfill Rule G-32 information submission requirements.

[13] Initial offering prices or yields currently must be, and would continue to be, disclosed for all maturities, including those otherwise designated as “not reoffered,” through both EMMA and NIIDS.  See Release No. 34-67908 (September 21, 2012), 77 FR 59427 (September 27, 2012) (File No. SR-MSRB-2012-06) (June 28, 2012)

[14] See MSRB Notice 2008-09 (February 19, 2008), in which the MSRB published an alert regarding investor protection concerns arising in the market for auction rate securities after widespread auction failures began to occur at the beginning of 2008.  The MSRB also published educational information regarding this key difference in the EMMA Education Center upon launch of the EMMA pilot on March 31, 2008, which states:

An important distinction between auction rate securities and variable rate demand obligations is that investors in auction rate securities do not have a "put" right. Thus, there is no assurance that the investor will be able to sell its holdings during an auction. Instead, investors are dependent on the success of the auction process. Among many other factors, the pool of purchase bids that may be entered can vary widely from auction to auction, and bids entered by broker-dealers, banks and other market professionals that have the effect of supporting market liquidity, if permitted, generally are not required under the legal documents and therefore investors cannot be assured that such bids will be entered in any particular auction.

See http://emma.msrb.org/EducationCenter/WhatAreBonds.aspx.  The MSRB thereafter launched its Short-term Obligation Rate Transparency (“SHORT”) system on January 30, 2009 pursuant to which certain key information regarding periodic auctions for auction rate securities is made available to the public through EMMA.

[15] Underlining indicates new language; strikethrough denotes deletions.