President, NABL, to Mr. Lanza, dated March 12, 2007; Ms. Norwood,
Securities Industry and Financial Markets Association (``SIFMA''),
to Mr. Lanza, dated March 16, 2007; Merry Jane Tissier to Mr. Lanza,
dated March 8, 2007; Mr. Thompson, UMB, to Mr. Lanza, dated February
25, 2007; and Chris Charles, President, Wulff, Hansen & Co.
(``Wulff''), to Mr. Lanza, dated March 7, 2007.
    \75\ See letters from Frank R. Hoadley, Chairman, Governmental
Debt Committee, Government Finance Officers Association (``GFOA''),
to Mr. Lanza, dated December 20, 2007; J. Foster Clark, President,
NABL, to Mr. Lanza, dated December 17, 2007; S. Lauren Heyne, Chief
Compliance Officer, R.W. Smith & Associates, Inc. (``RW Smith''), to
Mr. Lanza, dated December 17, 2007; and Ms. Norwood, Managing
Director and Associate General Counsel, SIFMA, to Mr. Lanza, dated
December 14, 2007.
    \76\ See Pilot Filing at footnote 2 supra. The MSRB received a
comment letter from EDGAR Online, see footnote 57 supra, and the
Commission received a comment letter from DPC, see footnote 56
supra.
---------------------------------------------------------------------------

    Support for ``Access Equals Delivery'' and Centralized Internet
Access to Official Statements. Commentators were nearly unanimous in
their support of adoption of an ``access equals delivery'' standard and
the establishment of a centralized Internet-based system for
dissemination of municipal securities disclosure.\77\ Many commentators
state that official statements are increasingly available in electronic
form and that the potential burden on dealers of having to produce an
electronic version from a paper official statement supplied by an
issuer from time to time is out-weighed by the benefits.\78\
Commentators generally agreed that an ``access equals delivery'' would
decrease overall costs \79\ and should make disclosure information
available more quickly and more broadly.\80\ GFOA ``compliment[ed] the
MSRB on its work to date on this project and support[ed] its efforts to
create a system that works well for all participants in the
marketplace.'' NABL ``strongly supports the concept of `access equals
delivery' that is embodied in the proposed draft amendments.'' SIFMA
observed that:
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    \77\ AGFS, AMS, Bear Stearns, Bernardi, BMA, brokersXpress,
CSPN, Commerce, DPC, EDGAR Online, Edward Jones, First Southwest,
GFOA, Griffin Kubik, Hilliard Lyons, ICI, Ipreo, Morgan Keegan,
Texas MAC, NABL, NFMA, RMOA, RW Smith, SIA, SIFMA, S&P CUSIP, UBS,
UMB, USAA, Wells Fargo, Wulff, Zions. Although DPC supported the
concept of electronic access to official statements, it expressed
concerns regarding several basic concepts, as discussed below. While
supporting a central dissemination system for official statements,
TRB stated that it was unclear whether the proposal would make any
improvement on what it viewed as most important--the availability of
current information on all municipal bonds on an ongoing basis.
    \78\ BMA, Commerce, DPC, ICI, NABL, Wells Fargo. Griffin Kubik
and SIA stated that they agreed with the positions set forth in
BMA's comment letter. UBS withheld judgment pending more details on
implementation. RMOA and S&P CUSIP note that the Depository Trust
and Clearing Corporation charges a ``disincentive fee'' for
underwriter submissions of paper official statements.
    \79\ AGFS, Bernardi, Hilliard Lyons, Morgan Keegan, UBS, UMB,
USAA, Zions. However, ADP argued that this standard would shift
printing costs to investors. Hilliard Lyons stated that, although
issuer costs may be reduced in negotiated offerings, it is typical
that the underwriter incurs the printing and shipping costs for
official statements in competitive offerings.
    \80\ AGFS, ADP, Bernardi, DPC, Morgan Keegan, NFMA, TRB, UBS,
USAA.

the key to success for implementation of a comparable system (to the
SEC's [access equals delivery] system) for MSRB rules is that the
proposal must meet the readily available, free of charge standard,
that it promotes efficiency in the market and that it meets criteria
for ``flow through'' processing of information. The Association
believes the Notice promotes these objectives and that the MSRB
---------------------------------------------------------------------------
should continue the process of eventually achieving these goals.

    The MSRB believes that there is widespread support throughout the
municipal securities industry for the MSRB's plan to implement an
``access equals delivery'' standard for official statement
dissemination.
    Physical Delivery. AGFS and ADP noted that there are more elderly
individual investors who may be less technologically savvy in the
municipal securities market than in other markets. Mr. Stone expressed
a desire not to be required to request delivery of a printed

official statement every time he makes a purchase. Ms. Tissier stated
that the burden should not be on investors to request a paper copy and
expressed concern regarding spam and fraudulent materials on the
computer and the need for a paper trail for recordkeeping purposes.
RMOA also noted that certain segments of the municipal securities
investment community may not have at-home access to the Internet and
expected that dealers would honor requests for physical deliveries,
although it believed that regulations requiring this would be
excessive. Hilliard Lyons believed that there should be a requirement
to provide a physical copy if requested.
    The MSRB has proposed in revised Rule G-32 that physical delivery
of the official statement would be required for any customer requesting
a copy of the official statement. Thus, if the customer requests a copy
of the official statement, the dealer would be required to send it
within one business day of request by first class mail or other equally
prompt means. Dealers would be required to honor standing requests for
paper official statements from customers--thus, customers would not be
required to request physical delivery each time they purchase offered
municipal securities if they have informed their dealer of a desire to
always receive physical delivery.
    ADP believed that electronic delivery of official statements would
offer an opportunity for enhancing information access in municipal
securities offerings.\81\ However, ADP opposed shifting the disclosure
dissemination system to an ``access equals delivery'' model and instead
advocated a system of ``dual distribution'' in which customers would
receive delivery of official statements in both printed and electronic
(via e-mail) forms. ADP argued that a significant proportion of
investors still do not have ready access to electronic information,
that many investors are unwilling to access their investment
information on-line, that investors are more likely to view electronic
information if it is pushed to them rather than requiring that they
actively seek it out, and that electronic delivery would shift printing
costs to investors.
---------------------------------------------------------------------------

    \81\ ADP stated that the nature of the information flowing to
investors throughout the offering process is more significant in
registered offerings as compared to municipal securities offerings
and noted potential areas in which the disclosure information
currently produced by municipal issuers could be qualitatively
improved. ADP did not suggest that such differences precluded the
adoption of an ``access equals delivery'' standard but stated that
significant changes to current municipal market practices would be
needed to put the information flow in the two markets on an equal
footing.
---------------------------------------------------------------------------

    AGFS suggested that the ``access equals delivery'' concept only be
available in transactions in which investors have had actual access to
the preliminary official statement, either through physical delivery or
by providing consent to electronic delivery. In addition, AGFS
suggested that dealers be required to circulate the official statement
if there have been material changes made from the preliminary official
statement. AGFS also warned that, once the cost savings from not
preparing a printed official statement become apparent, some situations
may arise where further cost savings are sought by foregoing the
preparation of printed preliminary official statements as well.
    As noted above, the MSRB agrees that there is considerable value in
ensuring access to the preliminary official statements, particularly in
connection with ensuring that customers receive material disclosures at
or prior to the time of trade and in sufficient time to make use of the
information in coming to an investment decision.\82\ The MSRB expects
to provide the opportunity for voluntary submissions of and access to
preliminary official statements through EMMA, consistent with the
MSRB's statutory authority, pursuant to a future filing with the
Commission. However, the MSRB believes that the ``access equals
delivery'' standard to be effectuated for the municipal securities
market should not create a dual distribution paradigm and should not be
preconditioned on deliveries of preliminary official statements.
---------------------------------------------------------------------------

    \82\ See footnote 15 supra.
---------------------------------------------------------------------------

    Offerings to Which ``Access Equals Delivery'' Standard Should
Apply. Many commentators believed that ``access equals delivery''
should apply to all issues of municipal securities.\83\ However, some
commentators argued that the ``access equals delivery'' standard should
not apply to certain categories of offerings, as discussed below:
---------------------------------------------------------------------------

    \83\ Bernardi, brokersXpress, Commerce, DPC, First Southwest,
Hilliard Lyons, NABL, UMB, Wells Fargo, Zions.
---------------------------------------------------------------------------

    Limited offerings under Exchange Act Rule 15c2-12(d)(1)(i). AMS and
DPC believed that underwriters should be required to submit all limited
offering official statements to the centralized electronic system for
public dissemination. DPC stated that removing the exemption for
limited offerings would better serve the interests of the market as a
whole and would favor transparency. SIFMA and NABL believed that
limited offerings should not be required to participate in the
centralized electronic system, although SIFMA acknowledged that there
were differing opinions on this issue.\84\ SIFMA and NABL were
concerned about limited offerings that represent ``private placements''
where the issuer and underwriter did not intend on making a public
offering and sought not to have the official statement broadly
disseminated. SIFMA suggested that a submission requirement also could
serve as a disincentive to producing official statements for such
offerings. SIFMA recognized that dealers selling securities issued in a
limited offering would not be able to rely on the access equals
delivery standard but would instead be required to provide physical
delivery of official statements to customers. SIFMA recognized that
including limited offerings in the centralized electronic system would
make information about the securities more widely available in
connection with secondary market trading and therefore suggested
permitting voluntary submissions of official statements for limited
offerings for this purpose. NABL also believed that voluntary
submissions should be allowed. NABL suggested that, if the MSRB were to
require submission of official statements for limited offerings, the
MSRB could provide for access to the official statement with password
restriction if requested by the underwriter.
---------------------------------------------------------------------------

    \84\ BMA (now SIFMA) had originally stated in response to the
Concept Release that the ``access equals delivery'' model should not
apply to limited offerings exempt under Rule 15c2-12(d)(1)(i)
because there is no reason for public access to disclosures for such
offerings. SIA and UBS stated that they agreed with the positions
set forth in BMA's comment letter. Griffin Kubik, which supported
BMA's comments on all other issues, explicitly disagreed with BMA on
this point. Griffin Kubik suggested, however, that if such an
exception is provided, underwriters should be able to use the
``access equals delivery'' model for limited offerings on a
voluntary basis.
---------------------------------------------------------------------------

    NABL and SIFMA supported the modified provisions for handling
limited offerings, as described in the November 2007 Notice, where an
underwriter submitting the official statement to the dissemination
system would trigger the ``access equals delivery'' standard but an
underwriter election to withhold submission of the official statement
for a limited offering would trigger a requirement that the underwriter
submit a certification affirming that the issue meets all of the
requirements of Rule 15c2-12(d)(1)(i) as a limited offering; a notice
that the official statement is not available on-line but that the
underwriter would provide a copy to any purchasing

customer; and contact information for requesting copies of the official
statement.
    The MSRB has determined to include such modified provisions in the
proposed rule change. Thus, revised Rule G-32(b)(i)(E) would permit the
underwriter of a limited offering to elect to withhold submission of
the official statement to EMMA if it submits the following to EMMA: (i)
A notice that the offering is exempt from Exchange Act Rule 15c2-
12(d)(1)(i) as a limited offering; (ii) notice that the official
statement has been prepared but is not being submitted to EMMA by the
underwriter; and (iii) specific contact information for underwriter
personnel to whom requests for copies of the official statement should
be made. The underwriter would be required to deliver the official
statement to each customer purchasing such securities upon request by
the later of one business day after the request or the settlement of
the customer's transaction.
    Commercial paper. Revised Rule G-32 would eliminate an existing
exemption for commercial paper from the requirement that dealers
provide an official statement to customers since such official
statements would now be available through the centralized electronic
system. DPC supported eliminating the commercial paper exemption. SIFMA
recommended excluding commercial paper from the definition of ``new
issue municipal securities'' because it believed that the rule language
would require the underwriter to file a notice that no official
statement is being prepared for each rollover where no new disclosure
is produced. NABL opposed elimination of the commercial paper exemption
but supported voluntary submission of commercial paper official
statements to the centralized electronic system. The MSRB has
determined to eliminate the exemption for commercial paper that
currently exists under the new issue disclosure requirement of Rule G-
32 but to retain a limitation on the requirement to submit the official
statement to the MSRB for commercial paper roll-overs where there is no
new disclosure document produced under revised Rule G-32(b)(i)(D).
    Municipal fund securities. BMA and SIA stated that the ``access
equals delivery'' model should not apply to 529 college savings plans
and other municipal fund securities because mutual funds were excluded
by the Commission from the ``access equals delivery'' standard for
registered offerings. SIA stated that the MSRB would benefit by
deferring any action with respect to municipal fund securities until
further information is available regarding how the Commission would
approach extending the ``access equals delivery'' standard to mutual
funds.\85\ ICI stated that it supported increased reliance on
electronic disclosure for mutual funds and 529 college savings plans,
recommending that the MSRB consider the Commission's ongoing initiative
with respect to mutual fund disclosure rules in moving forward on the
``access equals delivery'' model.
---------------------------------------------------------------------------

    \85\ SIA stated that if the Commission extends ``access equals
delivery'' to mutual funds, it might include municipal fund
securities within its scope and, if not, the Commission approach as
designed for mutual funds could serve as a template for the MSRB
extending ``access equals delivery'' to municipal fund securities.
---------------------------------------------------------------------------

    In contrast, USAA stated that 529 college savings plan disclosure
materials should not be excluded from the ``access equals delivery''
standard, stating that this model is particularly appropriate for such
offerings because Internet access and usage by investors in 529 college
savings plans is significantly higher than the percentages noted by the
Commission in justifying adoption of the ``access equals delivery''
standard for the registered market. USAA stated that paper delivery of
disclosure materials for 529 college savings plans could actually
hamper the efficient and timely delivery of information to the sources
on which 529 college savings plan investors rely. CSPN noted several
issues unique to the 529 college savings plan market that the ``access
equals delivery'' model would raise, including the Commission's stance
toward prospectus dissemination for mutual funds. In view of these
factors, CSPN suggested that the MSRB retain a presumption that 529
college savings plan disclosure documents would be physically delivered
to customers but that customers may opt-in to an ``access equals
delivery'' model for 529 college savings plans. CSPN added that,
because 529 college savings plan disclosure documents are already
available as PDF files on the issuers' Web sites, implementation of the
``access equals delivery'' for 529 college savings plans would not be
difficult.
    The MSRB has determined to require that the underwriter or primary
distributor for 529 college savings plans and other municipal fund
securities submit the official statement electronically for display on
the EMMA portal. However, dealers selling such securities to customers
would not be permitted to rely on the ``access equals delivery''
standard, thereby generally requiring physical delivery of the official
statement.\86\
---------------------------------------------------------------------------

    \86\ Although the ``access equals delivery'' model would not be
available for municipal fund securities, electronic official
statements could still be used to fulfill the official statement
delivery requirement under prior guidance concerning the use of
electronic communications where standards for notice, access and
evidence to show delivery are met. See the 1998 Electronic Delivery
Notice, supra footnote 48.
---------------------------------------------------------------------------

    Notice to Customers. The January 2007 Notice sought comment on a
provision that would require dealers to provide to customers, within
two business days following trade settlement, either a copy of the
official statement or a written notice advising as to how to obtain the
official statement from the central dissemination system and that a
copy of the official statement would be provided upon request. Some
commentators stated that the timing for providing such notice should
match the requirement for such notice for registered offerings (i.e.,
within two business days of trade settlement).\87\ Edward Jones and UMB
suggested that the MSRB should permit such disclosure to be made on the
trade confirmation,\88\ and UMB asked if there are specific
requirements as to how such notice should be given. Other commentators
stated that the timing should remain unchanged from the current
official statement delivery timeframe set forth in Rule G-32 (i.e., by
trade settlement).\89\
---------------------------------------------------------------------------

    \87\ BMA, brokersXpress, Texas MAC, Zions. Griffin Kubik, SIA
and UBS stated that they agreed with the positions set forth in
BMA's comment letter.
    \88\ BMA noted that notice generally would be given by
confirmation disclosure comparable to the ``access equals delivery''
practice in the registered market.
    \89\ NABL, Wells Fargo.
---------------------------------------------------------------------------

    The MSRB has determined that the timing of the notice for customers
should permit a process for providing such notices that is similar to
the processes currently used in connection with certain types of
registered offerings under the Securities Act. Therefore, the MSRB has
provided in the rule change proposal that the notice must be provided
or sent by trade settlement. The MSRB notes that this notice timing is
independent of the timing for official statements to be made available
to investors and the general public for free on EMMA, where official
statements will become available within one business day of receipt
from the issuer but no later than the first settlements of trades in
the securities upon closing of the underwriting.
    The January 2007 Notice proposed that the specific URL for an
official statement be included in the notice to be delivered to a new
issue customer

with respect to the availability of the official statement through the
centralized electronic system. SIFMA, AMS and Bernardi opposed the use
of document-specific URLs, instead suggesting a more general referral
in the customer notice to the centralized electronic portal where
investors would use a search function to locate the specific official
statement.\90\ Bernardi stated that, if unique URLs are ultimately
required, such URLs should be as short as possible and be based on
characteristics, such as CUSIP number, that would allow an automated
method for notifying customers of such URLs. NABL stated that, if used,
the system should be designed to ensure that unique URLs do not inhibit
the ability of the public to undertake searches to find official
statements. SIFMA provided several examples of difficulties that would
arise if document-specific URLs were required. In addition to
eliminating the requirement of identifying such URL on the customer
notice, SIFMA recommended that ``a short, generic, plain English
statement comparable to the corporate reference to a `registration
statement''' be used. SIFMA also suggested that the MSRB confer with
the industry on operations issues regarding the formatting of such
customer notice.
---------------------------------------------------------------------------

    \90\ Other commentators, although not directly addressing this
issue, appeared by inference also to oppose or to be uncomfortable
with the concept of requiring that official statements be identified
by a unique URL.
---------------------------------------------------------------------------

    The November 2007 Notice proposed a revised version of this
provision under which the notice obligation would be presumptively
fulfilled if the dealer's notice to its customer provides the URL for
the specific official statement or for the search page of an access
portal at which such official statement may be found using the search
function. SIFMA noted that dealers would expect to include the notice
to customers on the confirmation as in the corporate market. SIFMA
suggested that the following language be viewed as satisfying the
notice requirement: ``Official statement can be accessed at http://
www.MSIL-Access.com at or before the date of settlement. Printed copies
will be provided upon request.'' NABL suggested that if a notice
provides the URL for a search page rather than for the official
statement itself, ``such notice also include the appropriate data
entry, if any is needed, to navigate from the search page to the OS
sought.''
    Under subsection (a)(iii) of revised Rule G-32 as proposed by the
MSRB, a dealer would be required to provide or send to the customer, by
settlement, either a copy of the official statement or a written notice
advising the customer how to obtain the official statement from the
EMMA portal and that a copy of the official statement would be provided
upon request.\91\ This obligation to provide the first portion of the
customer notice regarding how to obtain the official statement would be
presumptively fulfilled if the notice provides (i) the URL for the
specific EMMA portal page from which the official statement may be
viewed and downloaded \92\ or (ii) the 9-digit CUSIP number for the
security and the URL for the EMMA portal search page through which a
search based on such CUSIP number may be undertaken.\93\ Revised Rule
G-32(d)(x) would define qualified portal to 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 market 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.
---------------------------------------------------------------------------

    \91\ Dealers may, but are not required to, provide the notice on
or with the trade confirmation provided to customers under Rule G-
15(a)(i), so long as the timing requirement is met. Dealers also
would be permitted to include in the notice information regarding
the availability of the official statement from a qualified portal.
    \92\ Customers should be directed to the appropriate ``Issue
Details'' or ``Security Details'' page, rather than directly to the
PDF file of the official statement, as such detail pages provide
users with the opportunity to view whether the original official
statement has been supplemented or amended.
    \93\ The search page on the current pilot EMMA portal is at
http://www.emma.msrb.org/Search/Search.aspx. Dealers providing links
to the appropriate search page must ensure that they provide the
then current URL.
---------------------------------------------------------------------------

    Submissions of Preliminary Official Statements and Other Items.
SIFMA,\94\ along with AMS, DPC, Ipreo, NABL, TRB, UMB and Zions,
supported the concept of voluntary submissions of preliminary official
statements. DPC suggested that the MSRB explore making the submission
of all preliminary official statements mandatory, while SIFMA, AMS and
NABL emphasized that preliminary official statement submissions should
not be made mandatory. SIFMA and DPC noted the importance of ensuring
version control where both preliminary official statements and official
statements are made available (as well as in handling ``stickers'' to
official statements), suggesting that the MSRB include a mechanism for
notification to the public when the final official statement is posted
in cases where a preliminary official statement has previously been
submitted. DPC suggested that preliminary official statements be
deleted when final official statements are submitted, while NABL
suggested that underwriters be permitted to request that the
preliminary official statement be removed from the centralized
electronic system once the ``timeliness of a POS has ended,'' noting
that its continued availability may confuse investors. However, SIFMA
opposed the removal of the preliminary official statement.
---------------------------------------------------------------------------

    \94\ Bear Stearns and Griffin Kubik stated that they
participated in the formulation of SIFMA's comments and fully
supported SIFMA's positions.
---------------------------------------------------------------------------

    The MSRB is precluded from mandating pre-sale submission of
preliminary official statement pursuant to Exchange Act Section
15B(d)(1). Under the rule change proposal, preliminary official
statements, if available, would be required to be submitted by the
underwriter by closing solely in the circumstance where an official
statement is not being prepared by the issuer or if the official
statement is not available for submission to EMMA by the closing. Once
the official statement is provided by the underwriter, the preliminary
official statement generally would be moved to a document archive that
would be accessible through the EMMA portal directly from the page
where the link to the official statement is provided. Users of the EMMA
portal would be able to request to receive e-mail notifications for
updates to the disclosure document for a specific security, which would
apply to the situation where an official statement is submitted to EMMA
following an initial submission of the preliminary official statement.
The MSRB expects to consider expanding the EMMA primary market
disclosure service to accept voluntary submissions of preliminary
official statements in the future.
    Several commentators stated that amendments to official statements
should be included in the ``access equals delivery'' framework,\95\ and
that

advance refunding documents also should be included within the
framework.\96\ BMA noted that investors should be informed of any
amendments to a submitted official statement, and BMA and AGFS
suggested the possibility of highlighting changes made in updated
submissions from an earlier submission. BMA and DPC emphasized the
importance of tracking and properly linking amendments and the original
official statements to which they relate.
---------------------------------------------------------------------------

    \95\ BMA, CSPN, DPC, Texas MAC, NFMA.
    \96\ BMA, Texas MAC.
---------------------------------------------------------------------------

    The rule change proposal would require underwriters to submit to
EMMA any amendments to the official statement occurring during the
primary offering disclosure period, which ends 25 days after closing.
The amendment would be displayed, along with the original official
statement, on the EMMA portal and would be made available for download
by EMMA portal users in a single compacted folder. Users of the EMMA
portal would be able to request to receive e-mail notifications for
updates to the disclosure document for a specific security, which would
apply to the situation where an official statement is subsequently
amended.
    Format of Official Statements. PDF was the preferred official
statement format of most commentators.\97\ Some commentators suggested
that other official statement formats also should be accepted,\98\ with
Wells Fargo emphasizing that PDF is the licensed product of a single
software vendor and, although popular, the municipal securities
industry should not encourage a situation that may require firms to
purchase essential technology from only one vendor. Other commentators
stated that the system should have the flexibility to allow new formats
that may in the future meet or exceed the current parameters for
PDF.\99\ RMOA believed a single format should be prescribed, and other
commentators believed that allowing multiple formats could prove
problematic.\100\ Zions stated that other electronic formats that may
require specific formatting, such as hypertext markup language (html)
or ASCII (American Standard Code for Information Interchange), would be
unacceptable. However, ADP stated that the Concept Release does not
discuss the benefits to market participants of Extensible Business
Reporting Language (XBRL) and TRB suggested that PDF does not permit
analysis and comparison between different investments. UBS observed
that submissions using files that originate electronically yield
smaller, better quality files than do scanned files, and that larger
scanned files can sometimes cause technological difficulties,
particularly for smaller retail customers. UBS suggested that the MSRB
and industry remain cognizant of any emerging, widely utilized, non-
proprietary, freely available format that would retain the desirable
characteristics of PDF documents but create smaller scanned files.
---------------------------------------------------------------------------

    \97\ Bernardi, BMA, brokersXpress, CSPN, Commerce, DPC, Edward
Jones, Hilliard Lyons, Morgan Keegan, Texas MAC, NABL, UBS, UMB,
Wells Fargo, Zions. Griffin Kubik and SIA stated that they agree
with the positions set forth in BMA's comment letter.
    \98\ Bernardi, Wells Fargo.
    \99\ BMA, Edward Jones, Texas MAC, UBS, Zions. Griffin Kubik and
SIA stated that they agreed with the positions set forth in BMA's
comment letter.
    \100\ DPC, NABL, UBS, Zions.
---------------------------------------------------------------------------

    SIFMA, AMS, DPC, Ipreo and NABL generally agreed with the approach
of initially requiring that all documents be provided as PDF files,
although flexibility should be retained to permit other appropriate
file formats as they are developed and become available for general
public use. With regard to formats other than PDF that may be developed
in the future, NABL suggested the following as basic parameters before
permitting such format to be used for official statements: (i) Software
to read files should be free, user-friendly and readily available; (ii)
software should protect the integrity of files; and (iii) consumers
should be familiar with the format before adoption.
    In the November 2007 Notice, the MSRB proposed that all documents
be submitted in a designated electronic format, meaning that the
document must be in an electronic format acceptable to the MSRB, word-
searchable, and must permit the document to be saved, viewed, printed
and retransmitted by electronic means using software generally
available for free or on a commercial basis to non-business computer
users. PDF files that are word-searchable and may be saved, viewed,
printed and retransmitted by electronic means would be deemed to be in
a designated electronic format. GFOA ``strongly encourage[s]
standardization on the PDF format.'' GFOA believed that readily
available technology currently exists to make all PDF files word
searchable, including scanned PDF files. GFOA stated, ``Future success
of this system requires that it start with the best technology
available and its ongoing challenge will be to keep up with changing
technology while allowing backwards compatibility and conversion.''
SIFMA supported the revised definition but observed that neither the
MSRB nor the Commission has the authority to mandate that issuers
produce documents in a specific format. SIFMA also noted that not all
portions of an official statement may be word-searchable, particularly
if they include images. NABL recommended against including the
requirement that PDF files be word-searchable since many documents that
pre-date the new rule would still have to be submitted to the new
system but would not be in such format.
    The MSRB has determined to initially limit submissions of documents
to the EMMA primary market disclosure service to PDF 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. Implementation of
this requirement would be deferred to provide issuers, underwriters and
other relevant market participants with sufficient time to adapt their
processes and systems to provide for the routine creation or conversion
of primary market disclosure documents as word-searchable PDF files.
The MSRB understands that software currently is generally available for
free that permits users to save, view and print PDF files, as well as
to conduct word searches in word-searchable PDF documents. The MSRB has
provided links for downloading such software on the pilot EMMA portal
and would continue to do so in the future.
    The MSRB notes that documents converted into PDF files from other
electronic formats can generally be made word-searchable through such
conversion process, although this may not be the case where the PDF
file is created by scanning paper versions of original documents.
Documents originally authored as PDF files or converted into PDF files
from other electronic formats (sometimes referred to as ``native PDF''
or ``PDF normal'') generally are made word-searchable through such
conversion process. On the other hand, PDF files created by scanning
paper versions of original documents generally can be made word-
searchable only through an optical character recognition or other
comparable process (``OCR'').

Documents submitted to EMMA that have been made word-searchable through
an OCR process must maintain the graphical and textual integrity of the
original document. This would typically be achieved by creating a
single document that includes both a scanned image of the original
document and a transparent layer consisting of the word-searchable OCR
output (sometimes referred to as a ``PDF searchable image'' file).
Submitters should not submit documents consisting of a visible word-
searchable OCR output (sometimes referred to as ``formatted text and
graphics'') as such output generally does not maintain with sufficient
accuracy the graphical and textual integrity of the original document
without significant post-scanning manual processing by the producer of
the document. The MSRB would strongly encourage submitters to submit
all documents to EMMA as native PDF or PDF normal files, which by their
nature are word-searchable and also would provide benefits to the
submitter in that such files generally are more easily created and
result in substantially smaller file size (thereby speeding the
submission process) than scanned PDF searchable image files. Native PDF
or PDF normal files also would provide benefits to EMMA users because
of their smaller, more easily downloadable file size.
    The MSRB may in the future determine to designate additional
computerized formats as acceptable electronic formats for submission or
preparation of documents under Revised Rule G-32 by means of a filing
with the Commission. The MSRB anticipates that any such additional
designated electronic formats would permit documents to be saved,
viewed, printed and retransmitted by electronic means, using software
generally available at the time such document is provided under this
rule for free or on a commercial basis to non-business computer users,
and such documents are substantially word-searchable (without regard to
diagrams, images and other non-textual elements).
    In addition, the MSRB supports the Commission's Interactive Data
and XBRL Initiatives for registered offerings. Although the MSRB would
initially accept documents solely as PDF files and would not be in a
position to accept documents or data in XBRL format upon launch of the
primary market disclosure service, the MSRB would seek to explore with
other industry participants the possibility of incorporating into the
permanent system at a later date an option to make submissions using
XBRL once appropriate taxonomies for the municipal marketplace have
been developed and as issuers begin the process of producing primary
market disclosure documents using XBRL.
    Accessibility of Official Statements. Most commentators stated that
official statements should remain publicly available for the life of
the securities.\101\ Some commentators noted that, although financial
and operating information in official statements quickly becomes stale,
many portions of the official statement remain useful throughout the
life of a bond issue.\102\ BMA stated that the financial and operating
information included in the official statement serve as valuable points
of reference when reviewing secondary market financial and operating
information provided to nationally recognized municipal securities
information repositories pursuant to Exchange Act Rule 15c2-12.\103\
UBS suggested that appropriate disclaimers be used with respect to the
potential staleness of information beyond the current new issue
disclosure period. RMOA stated that official statements could be made
available for free during the 25-day new issue disclosure period and a
fee could be charged for access after that period. Other commentators
stated that making the official statements available solely for the
current 25-day new issue disclosure period would be sufficient,\104\
with DPC stating that maintaining public access beyond this 25-day
period would impair the economic interests of information vendors that
currently make official statements available on a commercial basis and
would ultimately negatively impact the marketplace.
---------------------------------------------------------------------------

    \101\ Bernardi, BMA, Griffin Kubik, Morgan Keegan, NABL, NFMA,
RMOA, SIA, Texas MAC, UBS, UMB, Wells Fargo, Zions.
    \102\ BMA, Griffin Kubik, NFMA, RMOA, SIA, Texas MAC, UBS.
    \103\ Griffin Kubik, SIA and UBS agreed.
    \104\ brokersXpress, Commerce, DPC, First Southwest.
---------------------------------------------------------------------------

    The MSRB agrees that there is significant value to maintaining
official statements available for the life of the securities and
therefore would make official statements available through the EMMA
portal for the life of the securities. The MSRB also agrees with the
approach taken by the Commission in the registered securities market of
providing such access to disclosure at no charge to the public. The
MSRB believes that a free flow of basic disclosure information to all
market participants on an equal basis is essential to pursuing one of
the MSRB's congressionally mandated core functions of removing
impediments to and perfecting a free and open market in municipal
securities. By making these basic disclosure documents--most of which
exist and are available to commercial enterprises solely by virtue of
the mandates set forth by the Commission in its Rule 15c2-12--also
available to the general public for free, the MSRB does not in any way
inhibit the free market in value-added services based on such
documents.\105\
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    \105\ See also section 4 of this filing.
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    Data Elements and Search Function. Some commentators suggested that
the information submitted on Form G-36(OS) should be made available to
the public.\106\ UBS noted that Form G-36 data should be used to
develop a flexible indexing system, perhaps using XML, to allow for
searches on a broad range of fields. NFMA also emphasized the
importance of the search function. TRB stated that a cover sheet
including primary information such as issuer, CUSIP numbers, security,
maturity dates, ratings, callability, etc. is needed. TRB believed that
the task of creating a data base from such information that is
available to investors would be the most significant contribution that
could be made by the MSRB to the municipal marketplace. EDGAR Online
suggested that the following items of information be captured in
connection with each OS submission: CUSIP number, date of issue,
issuer, issuer state, original par amount, type of bond, type of
security, description of issuer (1-2 paragraphs), description of use of
proceeds (1-2 paragraphs) and description of bond security (1-2
paragraphs). In addition, EDGAR Online suggested the following search
criteria: CUSIP number, date of issue, issuer, issuer state, original
par amount, type of bond and full text search. DPC suggested that the
required data be captured in formatted fields and that such data be
parsed automatically into XML for distribution.
---------------------------------------------------------------------------

    \106\ BMA, RMOA, TRB.
---------------------------------------------------------------------------

    New Form G-32 would request a number of key items of information
from underwriters making submissions to EMMA, as described in section
3(a) of this filing above, in order to properly identify the document
being submitted, to ensure that such document is associated with the
appropriate securities, and to provide for an effective search function
on the EMMA portal. The EMMA portal would initially permit users to
search for documents based on CUSIP number, issuer name, issue
description, state, maturity date, issuance date and interest rate, and
such search capabilities might be expanded in the future. The MSRB
would use data submitted by underwriters to EMMA and other data

sources for purposes of the search function but does not intend on
itself extracting information from submitted documents for this
purpose.
    With regard to the MSRB's request for comment in the January 2007
Notice regarding a potential requirement that underwriters submit on
Form G-32 the names of syndicate members as a means by which to pre-
populate a portion of each syndicate member's Form G-37 under Rule G-
37, AMS supported such a process, but SIFMA, on balance, suggested that
the MSRB not include a Form G-37 process at this time. The MSRB has
determined not to seek such information.
    Submission Process. Some commentators suggested that the current
timeframes under Rule G-36 for submission of official statements to the
MSRB--no later than 10 business days after the bond sale for issues
subject to Exchange Act Rule 15c2-12 and the later of one business day
after receipt or one business day after closing for issues exempt from
Rule 15c2-12--be retained.\107\ BMA suggested expanding certain
exceptions to the 10 business day timeframe. However, other
commentators supported a single deadline for all issues of the bond
closing date.\108\ Bernardi suggested that, in those instances where
the official statement is not available by the bond closing, the
preliminary official statement should be submitted.\109\
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    \107\ BMA, First Southwest. Griffin Kubik, SIA and UBS stated
that they agreed with the positions set forth in BMA's comment
letter.
    \108\ Bernardi, brokersXpress, Morgan Keegan, NABL, Wells Fargo,
Zions.
    \109\ AGFS would require the submission of the preliminary
official statement as a precondition to applying the ``access equals
delivery'' standard to official statement deliveries.
---------------------------------------------------------------------------

    The January 2007 Notice stated that the new Form G-32 submission
process would be initiated by the submission of CUSIP number
information and initial offering prices for each maturity shortly after
the bond sale. This timing was designed to coincide with the timing
under Rule G-34 relating to CUSIP numbers and other new issue
information requirements, with the intention that this submission
timing would coincide with the timing of information submissions to
NIIDS. SIFMA agreed that the MSRB should coordinate the finalization of
the timeframe for information submissions on Form G-32 with information
submission requirements that would be established with respect to NIIDS
but that the requirement should be timed to coordinate with successful
testing of NIIDS. SIFMA recommended that this part of the proposed rule
be delayed until NIIDS has been tested and dealers are able to use the
system. DPC supported the proposed timeframe, although it points out
that the system would need to be able to initiate a filing without
CUSIP numbers if it were to accept preliminary official statement
submissions. AMS would prefer maintaining the current timing for
information submissions.
    BMA and UBS noted that the submission process should be made to
conform to the straight through processing ideal that each document or
item of information needed by multiple parties should only be required
to be submitted by the underwriter once, and also seeks a more user-
friendly format for submissions. However, BMA believed that
underwriters should remain primarily responsible for submission and
that the responsibility for submission should not be shifted to dealer
financial advisors in those issues where such a financial advisor is
involved. Wells Fargo and Zions disagreed, stating that if the
financial advisor prepares the official statement, it should have
primary responsibility for submitting the official statement. Some
commentators noted difficulties with independent financial
advisors,\110\ with Hilliard Lyons suggesting that a solution would be
to petition the Commission to bring them under the regulatory control
of the Commission or MSRB. BMA and RMOA believed that e-mail
attachments should be an acceptable method of submission. Several
commentators mentioned the importance of return receipts for official
statement submissions and/or the ability of submitters to review their
submissions.\111\
---------------------------------------------------------------------------

    \110\ Hilliard Lyons, Morgan Keegan.
    \111\ NFMA, Texas MAC, UBS.
---------------------------------------------------------------------------

    The MSRB has determined to establish a single timeframe for
submissions of official statements to EMMA for all types of primary
offerings, being one business day after receipt but no later than the
closing date. Underwriters would be required to initiate the Form G-32
submission process by the date of first execution, which would be
defined under revised Rule G-32(d)(xi) as the date on which the
underwriter executes its first transactions with a customer or another
dealer in any issue security offered in a primary offering. In the case
of new issues where the underwriter is required under Rule G-
34(a)(ii)(C) to provide new issue information to NIIDS, such date of
first execution would mean the date corresponding to the Time of First
Execution (being no less than two hours after all such information has
been transmitted to NIIDS), as defined in Rule G-34(a)(ii)(C)(1)(b).
For purposes of the timing for initiating the Form G-32 submission
process under Rule G-32(b)(i)(A) and (b)(vi)(C)(1)(a), the date of
first execution would be deemed to occur by no later than the closing
date, even if the date of first execution would be a later date under
Rule G-34. In most cases, the submission process would be initiated by
submission of the CUSIP numbers, initial offering prices and certain
other basic identifying information, although the Form G-32 submission
requirements would provide alternative information submission
requirements for cases where the securities are not eligible for CUSIP
number assignment or for other types of offerings, such as commercial
paper issues, issues of municipal fund securities, and remarketings, as
described in section 3(a) of this filing above.
    The MSRB is proposing to permit underwriters to designate agents to
submit documents and related information to EMMA, thereby permitting
underwriters to structure their submission process in the manner that
is most efficient for their purposes. Although underwriters would not
be able to fulfill their information submission requirements under
revised Rule G-32 and Rule G-34 with a single submission of such
information to NIIDS upon initial launch of the EMMA primary market
disclosure service, the MSRB anticipates providing such functionality
at a future date. Underwriters would be responsible for the accuracy,
completeness and timeliness of information they or their agents provide
to EMMA.
    Structure of the Centralized Electronic System. The Concept Release
sought comment on whether the central access utility should host all
official statement documents or should serve as a central directory of
official statements with hyperlinks to documents hosted by other
entities that have undertaken to maintain access to such documents. The
Concept Release also sought comment on whether the MSRB should
undertake the central access function, or whether other market
participants or vendors could undertake such function subject to
appropriate supervision.
    Nearly all commentators responding to the Concept Release stated
that the central access facility should post official statements
directly on a central Web site, rather than serving as a directory of
links to official statements posted by underwriters, issuers, financial
advisors, printers or others at

other sites.\112\ Some commentators noted that a decentralized system
with a central hyperlinked directory could be problematic with regard
to ensuring continuous access, uniformity of handling and ease of
use.\113\ Morgan Keegan stated that a decentralized model could be
acceptable if access and data input requirements are uniformly applied
to all vendors, but that long-term free access would be problematic.
TRB stated that it would be more effective to link the MSRB Web site to
the appropriate posting site for each official statement, with the MSRB
monitoring and/or restricting these posting sites. UMB asked whether it
would be able to direct its customers to its own Web site, from which
it would link to the central access facility.
---------------------------------------------------------------------------

    \112\ Bernardi, BMA, brokersXpress, Commerce, DPC, First
Southwest, Hilliard Lyons, ICI, Morgan Keegan, NABL, NFMA, RMOA,
Texas MAC, UBS, Wells Fargo, Zions. Griffin Kubik, SIA and UBS
stated that they agreed with the positions set forth in BMA's
comment letter.
    \113\ BMA, brokersXpress, DPC, ICI, NFMA, UBS, Zions. Griffin
Kubik, SIA and UBS stated that they agreed with the positions set
forth in BMA's comment letter.
---------------------------------------------------------------------------

    Most commentators felt that the MSRB could operate the central
access facility,\114\ with several indicating that the MSRB was their
first choice to do so.\115\ Many commentators suggested that the
central access facility also could be operated by an outside contractor
with oversight by the MSRB pursuant to contract.\116\ Wells Fargo
stated that the MSRB should investigate a centralization function that
would not unequally empower a single data vendor. NABL stated that
proposed approaches by market participants and others would need
careful consideration to determine the optimal choice for the municipal
securities market, and RMOA stated that vendors offering their services
would need to insure the industry that they would accept oversight by
established regulatory authorities and would be subject to penalties
for non-performance. UBS stated that, if an entity other than the MSRB
operates the central access facility, the MSIL system's existing OS/ARD
library and full database would need to be made available to such
entity. ADP, DPC, S&P CUSIP and Texas MAC expressed a willingness to
explore participation in the operation of the central access facility,
with DPC and Texas MAC noting that the Commission operates EDGAR
through contracts with commercial vendors. CSPN stated that a
centralized Web-based disclosure utility for the 529 college savings
plan market that it was developing would be the appropriate central
access facility for the 529 college savings plan market. If 529 college
savings plan disclosure documents were to be hosted on a Web site other
than the CSPN utility or the 529 college savings plan's own Web site,
CSPN stated that the issuers would need assurances that the offering
materials delivered to such centralized Web site would become publicly
available exactly as transmitted by the issuer or the primary
distributor for the 529 college savings plan.
---------------------------------------------------------------------------

    \114\ Bernardi, BMA, Commerce, First Southwest, Hilliard Lyons,
Morgan Keegan, NFMA, RMOA, UBS, Zions. Griffin Kubik and SIA stated
that they agreed with the positions set forth in BMA's comment
letter.
    \115\ Bernardi, Commerce, Hilliard Lyons, Morgan Keegan, RMOA,
UBS, Zions. Morgan Keegan noted that the industry has already paid
to establish the MSIL system and that the additional expense could
be covered at the MSRB's discretion.
    \116\ BMA, First Southwest, NFMA, RMOA, Texas MAC. Griffin
Kubik, SIA and UBS stated that they agreed with the positions set
forth in BMA's comment letter.
---------------------------------------------------------------------------

    Several commentators emphasized that, in deciding which entity
should operate the central access facility, cost should be an important
factor, including which parties should bear such costs, before
additional build-out costs or ongoing filing fees are imposed.\117\ UBS
stated that the ``access equals delivery'' processes needed to be
further developed to enable an informed projection of benefits and
costs. BMA emphasized the importance of how quickly and how cost-
effectively the central access facility could be made operational in
deciding which entity launches the facility.\118\ Commerce noted that
adequate lead-time should be allowed for dealers to upgrade their
system and implement the proposal.
---------------------------------------------------------------------------

    \117\ BMA, UBS. Griffin Kubik and SIA stated that they agreed
with the positions set forth in BMA's comment letter.
    \118\ Griffin Kubik, SIA and UBS stated that they agreed with
the positions set forth in BMA's comment letter.
---------------------------------------------------------------------------

    The January 2007 Notice provided additional details of a proposed
structure for the centralized electronic system that would build on the
MSIL system to provide through an Internet-based central access
facility an assured source for free access to official statements and
other related documents and information in connection with all new
issues. The MSRB noted in the January 2007 Notice that it would operate
a public access portal that would post official statements and other
documents and information directly on its centralized Web site and
would make posted information available for free for the life of the
securities to investors, other market participants and the general
public. The January 2007 Notice stated that additional public access
portals using the document collections from the MSIL system obtained
through real-time subscriptions could be established by other entities
as parallel sources to the public.
    AMS and UMB generally supported a single central electronic portal,
while SIFMA, DPC, Ipreo, and NABL stated a preference that official
statements be made available from multiple sources. NABL would not
limit accessibility just through the centralized electronic portal but
also to any source that (i) is either free or approved by the customer
and (ii) maintains a record of posting. DPC expressed reservations that
the MSRB's proposal would provide for official statements to be posted
solely on the MSRB's centralized electronic portal, raising concerns
regarding the reliability of a single source.
    With regard to the January 2007 Notice, DPC observed that, although
official statements may be made available for free to those accessing
them through the access portals, there would be a cost to the broker-
dealer community to subsidize the system's development and operation.
DPC stated that having the industry subsidize the cost ``appears to be
more biased and unfair than recovering the costs from the users of the
system based on usage.'' DPC further stated that the EDGAR system,
which ``is subsidized by American taxpayers,'' operates through vendors
under contract with the Commission. DPC also stated that some aspects
of the centralized electronic system's operations ``could be construed
as interfering with standard commercial processes of private
businesses.'' DPC viewed the MSRB's proposal that the customer notice
provide an official statement's URL at an access portal as
``prejudicial to the economic interests of existing vendors whose
delivery services required that the definitive PDF file be archived on
their Web sites for public access.'' DPC stated that providing official
statements for free through access portals would ``impair the economic
interests of information vendors that currently make OSs available on a
commercial basis.''
    In response to the Pilot Filing submitted by the MSRB to the
Commission, DPC noted that it is a Nationally Recognized Municipal
Securities Information Repository (NRMSIR) that has made its municipal
disclosure archive fully accessible on the Internet since 1999. DPC
supported the broad concept of access equals delivery as a matter of
general market efficiency. DPC stated:

    It is our opinion, however, that the MSRB's plans for its
proposed [MSIL]-based Web portal go well beyond its organizational
mandate as stated in section 15B(b)(2)(C) of

the 1934 Act. If the existing prototype and stated plans are an
indication, the MSRB will not only be assuming the role of the
Access Equals Delivery venue for the municipal marketplace, but will
go much further, breaking new ground in providing enhanced services
to the market by a capital markets regulatory body. This also would
be an apparent violation of the SEC's long-held public policy that
the MSRB should not compete with vendors in offering value-added
features and services related to handling of disclosure documents.

    DPC compared certain functionalities illustrated on a sample pilot
portal posted on the MSRB Web site to the functionalities offered by
EDGAR and concluded that such ``features and capabilities are well in
excess of the system that the MSRB has pointed to as its model, the
SEC's own EDGAR.'' DPC asked why certain features on the sample pilot
portal that it viewed as value-added--such as ``nine-digit CUSIP
searches, hyperlinks to bond issuer[']s Web sites, an `alert' service
to users of the portal, sophisticated document viewing options, links
to other related documents in the portal[']s disclosure archive, and
subsequent event notifications that equate to custom research''--are
not being left to the competitive forces of the market. It viewed the
MSRB's stated plans to provide free on-line access to an integrated
display of primary market and other disclosure with transaction price
data as breaking new ground as compared to the offerings of other self-
regulatory organizations. DPC noted the investments made by that firm
and others to offer value-added services to the municipal securities
market ``largely in reliance on the SEC's public statements that it is
not in favor of the MSRB competing directly with vendors.'' DPC
disagreed with the MSRB's view that EMMA would not create an unequal
burden on competition. DPC also noted that at least one NRMSIR would be
willing, under regulatory oversight, to make its disclosure archive
available to the public for free for a modest annual subsidy to such
NRMSIR. DPC concluded by urging ``the Commission to support the MSRB's
proposed rule change that will promote Access Equals Delivery in the
municipal securities market, but restrain the MSRB from offering value-
added content and features that will necessarily inflict economic harm
on existing data vendors, and inflict the harm unevenly.''
    EDGAR Online stated:

    We believe that the current model of four Nationally Recognized
Municipal Securities Information Repositories (NRMSIRs) severely
limits innovation and access to these important disclosures. The
current model locks up public documents in private hands while the
proposed portal run by a public entity will encourage transparency
in the municipal securities market and create a healthy ecosystem of
information that will ultimately benefit both the investment
community and the municipalities that seek access to public markets.

    EDGAR Online detailed its views regarding the limitations on public
access to existing disclosures and on the ability of other information
providers to re-disseminate such disclosures, stating:

    Ultimately, investors and the municipalities pay the price for
this lack of a viable information ecosystem. The rigid control of
public information dissuades other information providers from trying
to enter or innovate for this market. This means that there are few
people working on improving ease of use, depth of analysis,
thoroughness of information or more effective means of delivery.

EDGAR Online recommended that the Commission create a publicly
accessible storage and dissemination system for all municipal
securities disclosure filings.

    The MSRB has carefully reviewed the statements made by these
commentators and, as noted in section 3(b) of this filing as well as in
the Pilot Filing, continues to believe that EMMA is consistent with its
statutory mandate under the Act. The EMMA portal would provide free and
timely public access to official statements and advance refunding
documents, with such access to official statements being a fundamental
element of the MSRB's planned ``access equals delivery'' standard for
official statement dissemination to customers under the rule change
proposal. Further, EMMA would remove impediments to and help perfect
the mechanisms of a free and open market in municipal securities,
assist in preventing fraudulent and manipulative acts and practices,
and would in general promote investor protection and the public
interest by ensuring equal access for all market participants to the
disclosure information needed by investors in the municipal securities
market.
    As described in greater detail in section 4 of this filing as well
as in the Pilot Filing, the MSRB believes that EMMA would not impose
any burden on competition not necessary or appropriate in furtherance
of the purposes of the Act. In weighing the potential alternative
approaches to implementing EMMA, the MSRB concluded that developing
EMMA through the adaptation and upgrading of existing internal MSRB
systems--including but not limited to the MSIL system, RTRS and the
MSRB's in-house access control systems--combined with the creation of a
custom user interface designed for use by retail investors, would be
the most prudent and efficient manner of achieving the MSRB's goals for
EMMA. Although the MSRB has determined to establish the EMMA portal,
the EMMA portal need not operate as the sole source of official
statements and other documents and information in the municipal
securities market. Rather, private enterprises could establish separate
services, whether as qualified portals or otherwise, to make available
publicly the basic documents and information they obtain from EMMA,
together with such other documents, information and utilities (e.g.,
indicative data, transaction pricing data, secondary market
information, analytic tools, etc.) as each operator determines,
provided on such commercial terms as may be appropriate for their own
business model. The MSRB's goal in promoting broad dissemination of the
documents and information made available through EMMA is to provide
market participants with an effective opportunity to access official
statements throughout the life of the securities in a non-cost
prohibitive manner while encouraging market-based approaches to meeting
the needs of investors and other participants in the municipal
securities market.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    Within 35 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
    A. By order approve such proposed rule change, or
    B. Institute proceedings to determine whether the proposed rule
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://
www.sec.gov/rules/sro.shtml); or

     Send an e-mail to<EMAIL_ADDRESS>Please include
File Number SR-MSRB-2009-02 on the subject line.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.

All submissions should refer to File Number SR-MSRB-2009-02. This file
number should be included on the subject line if e-mail is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/
sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for inspection and
copying in the Commission's Public Reference Room, 100 F Street, NE,
Washington, DC 20549, on official business days between the hours of 10
a.m. and 3 p.m. Copies of such filing also will be available for
inspection and copying at the principal office of the MSRB. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-MSRB-2009-02 and should be
submitted on or before May 4, 2009.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\119\
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    \119\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E9-7340 Filed 4-1-09; 8:45 am]


[Federal Register: June 20, 2008 (Volume 73, Number 120)]
[Notices]
[Page 35187]
[DOCID:fr20jn08-108]

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SECURITIES AND EXCHANGE COMMISSION

[File No. 500-1]

In the Matter of Certain Companies Quoted on the Pink Sheets:
Greenstone Holdings, Inc.; Order of Suspension of Trading

    June 18, 2008.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
Greenstone Holdings, Inc. (``Greenstone'').
    Greenstone is incorporated under the laws of Florida and has its
primary headquarters in New York, New York. Questions have arisen
regarding the adequacy and accuracy of press releases, financial
statements, and statements on the company's Web site concerning the
company's current financial condition, business and operations, and
stock promoting activity.
    The Commission is of the opinion that the public interest and the
protection of investors require a suspension of trading in Greenstone's
securities.
    Therefore, it is ordered, pursuant to Section 12(k) of the
Securities Exchange Act of 1934, that trading in the above listed
company is suspended for the period from 9:30 a.m. EDT on June 18,
2008, through 11:59 p.m. EDT, on July 1, 2008.

    By the Commission.

Jill M. Peterson,
Assistant Secretary.
[FR Doc. 08-1373 Filed 6-18-08; 10:51 am]

BILLING CODE 8010-01-P


[Federal Register: June 12, 2009 (Volume 74, Number 112)]
[Notices]
[Page 28044]
[DOCID:fr12jn09-57]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. CP04-36-005]

Weavers Cove Energy, LLC; Notice of Technical Conference

June 5, 2009.
    On Tuesday, June 16, 2009, at 9 a.m. (EDT), staff of the Office of
Energy Projects will convene an engineering design and technical
conference regarding the proposed Weavers Cove Energy Offshore Berth
Project (cryogenic conference). The conference will be held at the
Venus de Milo in Swansea, Massachusetts. The Venus de Milo is located
at 75 GAR Highway, Swansea, MA 02777. For venue details call (508) 678-
3901.
    In view of the nature of Critical Energy Infrastructure Information
to be explored, the cryogenic conference will not be open to the
public. No recording devices will be allowed at the conference.
Attendance at this conference will be limited to existing parties to
the proceeding (anyone who has specifically requested to intervene as a
party) and to representatives of interested Federal, State, and local
agencies. Any person planning to attend the June 16th cryogenic
conference must register by close of business on Thursday, June 11,
2009. Registrations may be submitted either online at http://
www.ferc.gov/whats-new/registration/cryo-conf-form.asp or by faxing a
copy of the form (found at the referenced online link) to<PHONE_NUMBER>.
All attendees must sign a non-disclosure statement prior to entering
the conference. For additional information regarding the cryogenic
conference, please contact Heather Ferree at<PHONE_NUMBER>.

Kimberly D. Bose,
Secretary.
[FR Doc. E9-13792 Filed 6-11-09; 8:45 am]

BILLING CODE 6717-01-P


[Federal Register: August 19, 2008 (Volume 73, Number 161)]
[Notices]
[Page 48411]
[DOCID:fr19au08-73]

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SECURITIES AND EXCHANGE COMMISSION

Sunshine Act Meeting

    Notice is hereby given, pursuant to the provisions of the
Government in the Sunshine Act, Pub. L. 94-409, that the Securities and
Exchange Commission will hold a Closed Meeting on Thursday, August 21,
2008 at 2 p.m.
    Commissioners, Counsel to the Commissioners, the Secretary to the
Commission, and recording secretaries will attend the Closed Meeting.
Certain staff members who have an interest in the matters also may be
present.
    The General Counsel of the Commission, or his designee, has
certified that, in his opinion, one or more of the exemptions set forth
in 5 U.S.C. 552b(c)(3), (5), (7), 9(B) and (10) and 17 CFR
200.402(a)(3), (5), (7), 9(ii) and (10), permit consideration of the
scheduled matters at the Closed Meeting.
    Commissioner Paredes, as duty officer, voted to consider the items
listed for the Closed Meeting in closed session.
    The subject matter of the Closed Meeting scheduled for Thursday,
August 21, 2008 will be:

Formal orders of investigation;
institution and settlement of injunctive actions;
institution and settlement of administrative proceedings of an
enforcement nature; and
adjudicatory matters.
    At times, changes in Commission priorities require alterations in
the scheduling of meeting items.
    For further information and to ascertain what, if any, matters have
been added, deleted or postponed, please contact:
    The Office of the Secretary at<PHONE_NUMBER>.

    Dated: August 14, 2008.
Florence E. Harmon,
Acting Secretary.
 [FR Doc. E8-19214 Filed 8-18-08; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register: November 30, 2010 (Volume 75, Number 229)]
[Notices]
[Page 74038-74039]
[DOCID:fr30no10-72]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. ER11-2154-000]

Twin Eagle Resource Management, LLC; Supplemental Notice That
Initial Market-Based Rate Filing Includes Request for Blanket Section
204 Authorization

November 22, 2010.
    This is a supplemental notice in the above-referenced proceeding,
of Twin Eagle Resource Management, LLC's

application for market-based rate authority, with an accompanying rate
tariff, noting that such application includes a request for blanket
authorization, under 18 CFR part 34, of future issuances of securities
and assumptions of liability.
    Any person desiring to intervene or to protest should file with the
Federal Energy Regulatory Commission, 888 First Street, NE.,
Washington, DC 20426, in accordance with Rules 211 and 214 of the
Commission's Rules of Practice and Procedure (18 CFR 385.211 and
385.214). Anyone filing a motion to intervene or protest must serve a
copy of that document on the Applicant.
    Notice is hereby given that the deadline for filing protests with
regard to the applicant's request for blanket authorization, under 18
CFR part 34, of future issuances of securities and assumptions of
liability is December 13, 2010.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper, using the FERC Online links at http://
www.ferc.gov. To facilitate electronic service, persons with Internet
access who will eFile a document and/or be listed as a contact for an
intervenor must create and validate an eRegistration account using the
eRegistration link. Select the eFiling link to log on and submit the
intervention or protests.
    Persons unable to file electronically should submit an original and
14 copies of the intervention or protest to the Federal Energy
Regulatory Commission, 888 First St., NE., Washington, DC 20426.
    The filings in the above-referenced proceeding(s) are accessible in
the Commission's eLibrary system by clicking on the appropriate link in
the above list. They are also available for review in the Commission's
Public Reference Room in Washington, DC. There is an eSubscription link
on the Web site that enables subscribers to receive e-mail notification
when a document is added to a subscribed docket(s). For assistance with
any FERC Online service, please e-mail<EMAIL_ADDRESS>or
call<PHONE_NUMBER> (toll free). For TTY, call<PHONE_NUMBER>.

Kimberly D. Bose,
Secretary.
[FR Doc. 2010-30030 Filed 11-29-10; 8:45 am]
BILLING CODE 6717-01-P