[Federal Register: December 12, 2008 (Volume 73, Number 240)]
[Notices]
[Page 75778-75787]
[DOCID:fr12de08-123]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-59061; File No. SR-MSRB-2008-05]

Self-Regulatory Organizations; Municipal Securities Rulemaking
Board; Notice of Filing of Amendment No. 1 and Order Granting
Accelerated Approval of Proposed Rule Change, as Modified by Amendment
No. 1 Thereto, Relating to the Establishment of a Continuing Disclosure
Service of the Electronic Municipal Market Access System (EMMA)

December 5, 2008.

I. Introduction

    On July 29, 2008, the Municipal Securities Rulemaking Board
(``MSRB'' or ``Board'') filed with the Securities and Exchange
Commission (``Commission''), pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4
thereunder,\2\ a proposed rule change to establish a continuing
disclosure service (the ``continuing disclosure service'') of the
MSRB's Electronic Municipal Market Access system (``EMMA''). The
proposed rule change was published for comment in the Federal Register
on August 7, 2008.\3\ The Commission received eighteen comment letters
regarding the MSRB's proposed rule change.\4\ On November 5, 2008, the
MSRB filed Amendment No. 1 to the proposed rule change.\5\ The text of
Amendment No. 1 is available on the MSRB's Web site (http://
www.msrb.org), at the MSRB's principal office, and at the Commission's
Public Reference Room. On November 24, 2008, the MSRB submitted a
letter responding to the comment letters.\6\ This order provides notice
of the proposed rule change as modified by Amendment No. 1 and approves
the proposed rule change, as amended, on an accelerated basis.\7\
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 58256 (July 30,
2008), 73 FR 46161 (August 7, 2008) (``Release No. 34-58256'').
    \4\ Exhibit A contains the citation key to the comments noted
herein. Copies of the comment letters received by the Commission are
available on the Commission's Internet Web site, located at http://
www.sec.gov/comments/sr-msrb-2008-05/msrb200805.shtml and in the
Commission's Public Reference Room at its Washington, DC
headquarters.
    \5\ In Amendment No. 1, the MSRB proposed to establish as the
operative date of the continuing disclosure service the later of
July 1, 2009 or the effective date of any amendments to Rule 15c2-12
under the Act (``Rule 15c2-12'' or ``Rule''), 17 CFR 240.15c2-12,
that provide for the MSRB to serve as the sole repository for
continuing disclosure documents, and to establish January 1, 2010 as
the date on which submitters to the continuing disclosure service
would be required to submit documents as word-searchable portable
document format (PDF) files.
    \6\ See Letter from Ernesto A. Lanza, General Counsel, MSRB, to
Florence E. Harmon, Acting Secretary, Commission, dated November 24,
2008 (``MSRB Response Letter'').
    \7\ On August 7, 2008, the Commission published for comment in
the Federal Register proposed amendments to Rule 15c2-12 that relate
to the MSRB's implementation of the continuing disclosure service.
See Securities Exchange Act Release No. 58255 (July 30, 2008), 73 FR
46138 (August 7, 2008) (``Release No. 34-58255''). In a separate
release issued today, the Commission is approving its proposed
amendments to Rule 15c2-12 (``Rule 15c2-12 Amendments''). See
Securities Exchange Act Release No. 59062 (December 5, 2008) (``Rule
15c2-12 Amendments Adopting Release'').
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II. Description of the Proposed Rule Change

    Under Rule 15c2-12(b)(5), an underwriter for a primary offering of
municipal securities subject to the Rule currently is prohibited from
underwriting the offering unless the underwriter has determined that
the issuer or an obligated person \8\ for whom financial information or
operating data is presented in the final official statement has
undertaken in writing to provide certain items of information to the
marketplace.\9\ Rule 15c2-12(b)(5) provides that such items include:
(A) Annual financial information concerning obligated persons; \10\ (B)
audited financial statements for obligated persons if available and if
not included in the annual financial information; (C) notices of
certain events, if material; \11\ and (D) notices of failures to
provide annual financial information on or before the date specified in
the written undertaking.\12\ Annual filings, material event notices,
and failure to file notices generally are referred to as ``continuing
disclosure documents.''
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    \8\ Rule 15c2-12(f)(10) defines ``obligated person'' as any
person, including an issuer of municipal securities, who is either
generally or through an enterprise, fund, or account of such person
committed by contract or other arrangement to support payment of all
or part of the obligations on the municipal securities sold in a
primary offering (other than providers of bond insurance, letters of
credit, or other liquidity facilities).
    \9\ See also Rule 15c2-12(d)(2), which provides for an exemption
from the requirements of paragraph (b)(5) of Rule 15c2-12.
    \10\ Rule 15c2-12(f)(9) defines ``annual financial information''
as financial information or operating data, provided at least
annually, of the type included in the final official statement with
respect to an obligated person, or in the case where no financial
information or operating data was provided in the final official
statement with respect to such obligated person, of the type
included in the final official statement with respect to those
obligated persons that meet the objective criteria applied to select
the persons for which financial information or operating data will
be provided on an annual basis.
    \11\ Under Rule 15c2-12(b)(5)(C), such events currently consist
of principal and interest payment delinquencies; non-payment related
defaults; unscheduled draws on debt service reserves reflecting
financial difficulties; unscheduled draws on credit enhancements
reflecting financial difficulties; substitution of credit or
liquidity providers, or their failure to perform; adverse tax
opinions or events affecting the tax-exempt status of the security;
modifications to rights of security holders; bond calls;
defeasances; release, substitution, or sale of property securing
repayment of the securities; and rating changes.
    \12\ Under current Rule 15c2-12(b)(5)(i), participating
underwriters must reasonably determine whether the issuer has
undertaken to send annual filings to all existing nationally
recognized municipal securities information repositories
(``NRMSIRs'') and any applicable state information depositories
(``SIDs''), while the undertaking with respect to material event
notices and failure to file notices must provide that they be sent
to all existing NRMSIRs or to the MSRB, as well as to any applicable
SID. Under the Rule 15c2-12 Amendments adopted today, participating
underwriters must reasonably determine whether the issuer has
undertaken to send continuing disclosure documents to the MSRB. See
Rule 15c2-12 Amendments Adopting Release, supra note 7. The MSRB,
which currently operates CDINet to process and disseminate notices
of material events submitted to the MSRB, previously petitioned the
Commission to amend Rule 15c2-12 to remove the MSRB as a recipient
of material event notices due to the very limited level of
submissions received by the MSRB, constituting a negligible
percentage of material event notices currently provided to the
marketplace. See Letter from Diane G. Klinke, General Counsel, MSRB,
to Jonathan G. Katz, Secretary, Commission, dated September 8, 2005.
In 2006, the Commission published proposed amendments to Rule 15c2-
12 to eliminate the MSRB as a repository for material event notices.
See Exchange Act Release No. 54863 (December 4, 2006), 71 FR 71109
(December 8, 2006) (``2006 Proposed Rule 15c2-12 Amendments''). In
light of the Rule 15c2-12 Amendments and this proposal, the MSRB has
determined to withdraw its petition and has requested that the
Commission withdraw the 2006 Proposed Rule 15c2-12 Amendments. See
Letter from Ernesto A. Lanza, General Counsel, MSRB to Florence E.
Harmon, Acting Secretary, Commission, dated October 22, 2008. In
this letter, the MSRB also noted its intention to file a proposed
rule change with the Commission to discontinue CDINet since its
functions would be replaced by the continuing disclosure component
of EMMA.
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    The proposed rule change would establish, as a component of EMMA,
the continuing disclosure service for the receipt of, and for making
available to the public, continuing disclosure documents and related
information to be submitted by issuers, obligated persons and their
agents pursuant to continuing disclosure undertakings entered into
consistent with Rule 15c2-12.\13\ As proposed, all continuing

disclosure documents and related information would be submitted to the
MSRB, free of charge, through an Internet-based electronic submitter
interface or electronic computer-to-computer data connection, at the
election of the submitter, and public access to the documents and
information would be provided through the continuing disclosure service
on the Internet (``EMMA portal'') at no charge, as well as through a
fee-based real-time data stream subscription service.\14\
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    \13\ EMMA was originally established, and began operation on
March 31, 2008, as a complementary pilot facility of the MSRB's
existing Official Statement and Advance Refunding Document (OS/ARD)
system of the Municipal Securities Information Library (MSIL)
system. See Securities Exchange Act Release No. 57577 (March 28,
2008), 73 FR 18022 (April 2, 2008) (File No. SR-MSRB-2007-06)
(approving operation of the EMMA pilot to provide free public access
to the MSRB's Municipal Securities Information Library (MSIL) system
collection of official statements and advance refunding documents
and to the MSRB's Real-Time Transaction Reporting System (RTRS)
historical and real-time transaction price data) (``pilot EMMA
portal''). The pilot EMMA portal currently is accessible at http://
emma.msrb.org.
    \14\ We note that the MSRB is required to file with the
Commission a proposed rule change under Section 19(b) of the Act
with respect to any fees it intends to charge subscribers in
connection with a real-time data stream subscription service.
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    As proposed, the continuing disclosure service would accept
submissions of (i) continuing disclosure documents as described in Rule
15c2-12, and (ii) other disclosure documents specified in continuing
disclosure undertakings entered into consistent with Rule 15c2-12 but
not specifically described in Rule 15c2-12. In connection with
documents submitted to the continuing disclosure service, the submitter
would provide, at the time of submission, information necessary to
accurately identify: (i) The category of information being provided;
(ii) the period covered by any annual financial information, financial
statements or other financial information or operating data; (iii) the
issues or specific securities to which such document is related or
otherwise material (including CUSIP number, issuer name, state, issue
description/securities name, dated date, maturity date, and/or coupon
rate); (iv) the name of any obligated person other than the issuer; (v)
the name and date of the document; and (vi) contact information for the
submitter. Submitters would be responsible for the accuracy and
completeness of all documents and information submitted to EMMA.
    The MSRB proposed that submissions to the continuing disclosure
service be made as portable document format (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, as of January
1, 2010, the MSRB would require that such PDF files must be word-
searchable (that is, allowing the user to search for specific terms
used within the document through a search or find function available in
most standard software packages), provided that diagrams, images and
other non-textual elements would not be required to be word-searchable
due to current technical hurdles to uniformly producing such elements
in word-searchable form without incurring undue costs.\15\ Although the
MSRB would strongly encourage submitters to immediately begin making
submissions as word-searchable PDF files (preferably as native PDF or
PDF normal files, which generally produce smaller and more easily
downloadable files as compared to scanned PDF files), implementation of
this requirement would be deferred as noted above to provide issuers,
obligated persons and their agents with sufficient time to adapt their
processes and systems to provide for the routine creation or conversion
of continuing disclosure documents as word-searchable PDF files.
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    \15\ See Amendment No. 1, supra note 5.
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    All submissions to the continuing disclosure service pursuant to
this proposal would be made through password-protected accounts on EMMA
by: (i) Issuers, which may submit any documents with respect to their
municipal securities; (ii) obligated persons, which may submit any
documents with respect to any municipal securities for which they are
obligated; and (iii) designated agents, which may be designated by
issuers or obligated persons to make submissions on their behalf.
Issuers and obligated persons would be permitted under the proposal to
designate agents to submit documents and information on their behalf,
and would be able to revoke the designation of any such agents, through
the EMMA on-line account management utility. Such designated agents
would be required to register to obtain password-protected accounts on
EMMA in order to make submissions on behalf of the designating issuers
or obligated persons. Any party identified in a continuing disclosure
undertaking as a dissemination agent or other party responsible for
disseminating continuing disclosure documents on behalf of an issuer or
obligated person would be permitted to act as a designated agent for
such issuer or obligated person, without a designation being made by
the issuer or obligated person as described above, if such party
certifies through the EMMA on-line account management utility that it
is authorized to disseminate continuing disclosure documents on behalf
of the issuer or obligated person under the continuing disclosure
undertaking. The issuer or obligated person, through the EMMA on-line
account management utility, would be able to revoke the authority of
such party to act as a designated agent.
    The MSRB proposed that electronic submissions of continuing
disclosure documents through the continuing disclosure service would be
made by issuers, obligated persons and their agents, at no charge,
through secured, password-protected interfaces. Continuing disclosure
submitters would have a choice of making submissions to the proposed
continuing disclosure service either through a Web-based electronic
submission interface or through electronic computer-to-computer data
connections with EMMA that would be designed to receive submissions on
a bulk or continuous basis.
    All documents and information submitted through the continuing
disclosure service would be available to the public at no charge
through the EMMA portal on the Internet, with documents made available
for the life of the securities as PDF files for viewing, printing and
downloading. As proposed, the EMMA portal would provide on-line search
functions to enable users to readily identify and access documents that
relate to specific municipal securities based on a broad range of
search parameters. In addition, as noted above, the MSRB proposes that
real-time data stream subscriptions to continuing disclosure documents
submitted to EMMA would be made available for a fee.\16\ The MSRB would
not be responsible for the content of the information or documents
submitted by submitters displayed on the EMMA portal or distributed to
subscribers through the continuing disclosure subscription service.
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    \16\ We note that the MSRB is required to file with the
Commission a proposed rule change under Section 19(b) of the Act
with respect to any fees it intends to charge subscribers in
connection with a real-time data stream subscription service.
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    According to the MSRB, it has designed EMMA, including the EMMA
portal, as a scalable system with sufficient current capacity and the
ability to add further capacity to meet foreseeable usage levels based
on reasonable estimates of expected usage, and the MSRB would monitor
usage levels in order to assure continued capacity in the future.
    The MSRB may restrict or terminate malicious, illegal or abusive
usage for such periods as may be necessary and appropriate to ensure
continuous and efficient access to the EMMA portal and to maintain the
integrity of EMMA and its operational components. Such usage may
include, without limitation, usage

intended to cause the EMMA portal to become inaccessible by other
users; to cause the EMMA database or operational components to become
corrupted or otherwise unusable; to alter the appearance or
functionality of the EMMA portal; or to hyperlink to or otherwise use
the EMMA portal or the information provided through the EMMA portal in
furtherance of fraudulent or other illegal activities (such as, for
example, creating any inference of MSRB complicity with or approval of
such fraudulent or illegal activities or creating a false impression
that information used to further such fraudulent or illegal activities
has been obtained from the MSRB or EMMA). Measures taken by the MSRB in
response to such unacceptable usage would be designed to minimize any
potentially negative impact on the ability to access the EMMA portal.
    The Commission received eighteen comment letters regarding the
proposed rule change.\17\ Fifteen commenters generally supported the
proposed rule change\18\ and many of these commenters also provided
various observations and suggestions. Two commenters, both of which are
NRMSIRs, opposed the proposed rule change and suggested alternative
approaches to achieving the Commission's objectives.\19\ One commenter
neither supported nor opposed the proposal and addressed CUSIP
licensing issues.\20\ The Commission also received the MSRB's response
to the comment letters.\21\ These comment letters, as well as the
MSRB's response to the comment letters, are more fully discussed below.
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    \17\ See supra note 4.
    \18\ See Busby Letter, DAC Letter, Vanguard Letter, GFOA Letter,
e-certus Letter, SIFMA Letter, NABL Letter, Treasurer of the State
of Connecticut Letter, Texas MAC Letter, OMAC Letter, ICI Letter,
NAHEFFA Letter, EDGAR Online Letter, MSRB Letter, and NFMA Letter.
    \19\ See SPSE Letter and DPC DATA Letter.
    \20\ See ABA Letter.
    \21\ See MSRB Response Letter. A copy of the MSRB Response
Letter is available on the Commission's Internet Web site at http://
www.sec.gov/comments/sr-msrb-2008-05/msrb200805.shtml and in the
Commission's Public Reference Room at its Washington, DC
headquarters.
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III. Discussion and Commission Findings

    The Commission has carefully considered the proposed rule change,
the comment letters received, and the MSRB's response to the comment
letters and finds that the proposed rule change is consistent with the
requirements of the Act and the rules and regulations thereunder
applicable to the MSRB \22\ and, in particular, the requirements of
Section 15B(b)(2)(C) of the Act \23\ and the rules and regulations
thereunder. In particular, the Commission finds that the proposal to
establish the continuing disclosure service will 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, in general, will protect investors and the public
interest by improving access to continuing disclosure documents by
investors and market participants, enabling them to make informed
investment decisions regarding municipal securities.
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    \22\ In approving this proposed rule change, the Commission
notes that it has considered the proposed rule's impact on
efficiency, competition and capital formation. 15 U.S.C. 78c(f).
    \23\ 15 U.S.C. 78o-4(b)(2)(C). Section 15B(b)(2)(C) of the Act
requires, among other things, that the MSRB's rules be designed to
prevent fraudulent and manipulative acts and practices, to promote
just and equitable principles of trade, to foster cooperation and
coordination with persons engaged in regulating, clearing, settling,
processing information with respect to, and facilitating
transactions in municipal securities, to remove impediments to and
perfect the mechanism of a free and open market in municipal
securities, and, in general, to protect investors and the public
interest; and not be designed to impose any burden on competition
not necessary or appropriate in furtherance of the purposes of the
Act.
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    The Commission believes that the MSRB's proposed continuing
disclosure service will serve as an additional mechanism to remove
impediments to and help perfect the mechanisms of a free and open
market in municipal securities. The continuing disclosure service will
help make information more easily available to all participants in the
municipal securities market on an equal basis and without charge
through a centralized, searchable Internet-based repository, thereby
removing potential barriers to obtaining such information. Broad
availability of continuing disclosure documents through the continuing
disclosure service should assist in preventing fraudulent and
manipulative acts and practices by improving the opportunity for
investors to obtain information about issuers and their securities, and
help investors make informed investment decisions.
    The continuing disclosure service also should reduce the effort
necessary for issuers and obligated persons to comply with their
continuing disclosure undertakings because submissions will be made to
a single venue \24\ through use of an electronic submission process.
Similarly, a single centralized and searchable venue that provides for
free public access to disclosure information should promote a more fair
and efficient municipal securities market in which transactions are
effected on the basis of information available to all parties to such
transactions, which should assist investors in having a more complete
understanding of the terms of the securities and the potential
investment risks. Access to this information without charge, which was
previously available in most cases only through paid subscription
services or on a per-document fee basis, also should help reduce
informational costs for broker-dealers and municipal securities
dealers, as well as other market participants, analysts, retail and
institutional investors and the public generally. These changes are
expected to further the objectives of Rule 15c2-12 of reducing the
potential for fraud in the municipal securities market.
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    \24\ Some states may require issuers and/or obligated persons to
submit disclosure information to state information depositories
(``SIDs'') or other venues pursuant to state law. However, under the
Rule 15c2-12 Amendments, participating underwriters no longer need
to reasonably determine that issuers and/or obligated persons have
undertaken to provide continuing disclosure documents to SIDs. See
Rule 15c2-12 Amendments Adopting Release, supra note 7.
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    Indeed, we anticipate that the accessibility of documents through
the repository will greatly benefit dealers in satisfying their
obligation to have a reasonable basis for investment recommendations
and other regulatory responsibilities, in addition to investors and
other market participants who seek information about municipal
securities. This conclusion is supported by various commenters.
    As noted above, commenters generally supported the proposed rule
change. In particular, one commenter expressed the opinion that
allowing issuers, obligated parties and dissemination agents to submit
information to one location,\25\ electronically and free of charge in
order to meet the obligations of Rule 15c2-12, is very useful to the
state and local government community \26\ and several commenters
remarked that allowing investors to retrieve information from this
location would be advantageous to the marketplace and investors.\27\
Commenters believed that the single filing location would make the
filing process easier for filers submitting filings and more efficient
for investors accessing documents.\28\ One commenter also remarked that
the availability of continuing disclosure documents in one venue as a
component of EMMA, where there will also be posted the final official
statement (or similar primary

market disclosure document), and pricing information, will provide
readers the benefit of the proper context for reviewing the continuing
disclosure.\29\ Others expressed support for the MSRB's proposal to
make the continuing disclosure service a free service for both issuers
and other obligated persons \30\ submitting documents as well as for
investors and other market participants \31\ accessing continuing
disclosure information. One commenter expressed a belief that the
proposed rule change would be a means of removing impediments to and
helping to perfect the mechanisms of a free and open market in
municipal securities within the meaning of the Act.\32\
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    \25\ See id.
    \26\ See GFOA Letter.
    \27\ See, e.g., GFOA Letter, SIFMA Letter, Vanguard Letter,
Treasurer of the State of Connecticut Letter, ICI Letter.
    \28\ Id.
    \29\ See SIFMA Letter.
    \30\ See GFOA Letter.
    \31\ See, e.g., GFOA Letter, Busby Letter, NFMA Letter, DAC
Letter, Vanguard Letter, and EDGAR Online Letter.
    \32\ See SIFMA Letter.
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    One commenter recommended that the Commission maintain close
oversight of EMMA, ensure proper testing of the system, and revisit
this matter in two to three years.\33\ A second commenter also
expressed a belief that the Commission should establish rigorous
ongoing inspection and oversight of EMMA.\34\ We note that, because the
MSRB is a self-regulatory organization (``SRO''), the Commission has,
and exercises, oversight authority over the MSRB. The MSRB must file
proposed rule changes with the Commission under Section 19(b) of the
Act, including any changes to the EMMA system and any fees relating to
the EMMA system. In addition, the MSRB is subject to the recordkeeping
requirements of 17(a) of the Act \35\ and is subject to the
Commission's examination authority under Section 17(b) of the Act.\36\
Through the Commission's recordkeeping requirements and examination and
rule filing processes, the Commission oversees the MSRB and will
ascertain whether the MSRB is implementing EMMA appropriately and
meeting EMMA's stated objectives, as well as complying with all of its
legal obligations under the Act.
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    \33\ See Treasurer of the State of Connecticut Letter.
    \34\ See DAC Letter.
    \35\ 15 U.S.C. 78q(a).
    \36\ 15 U.S.C. 78q(b).
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    Eleven commenters that supported the proposed rule change also
believed that EMMA submissions should be accompanied by identifying
information.\37\ Several of these commenters suggested various specific
types of identifiers that were sometimes different from, or in addition
to, those set forth in the proposed rule change. In this regard,
specific identifiers that were suggested by commenters included: The
identification of obligated persons other than issuers and successor
parties; \38\ the issuer's investor contact information; \39\ a link to
issuer's Web site; \40\ the CUSIP numbers for all primary and secondary
market debt covered by relevant information; \41\ the use of electronic
``cover sheets;'' \42\ the pre-registration of identifying information;
\43\ a mechanism to readily locate CUSIP numbers by the issuer's six
digit prefix and at the same time list by nine digit CUSIPs in certain
circumstances; \44\ and a CUSIP catalog.\45\ In its response letter,
the MSRB noted that the use of accurate identifiers for continuing
disclosure submissions in EMMA is vitally important to ensure correct
indexing and access to continuing disclosure documents.\46\ The MSRB
indicated that, except as noted below,\47\ documents provided to it are
required to be accompanied by identifying information relating to the
nature of the document, the securities and entities to which it
applies, and the entity making the submission, as prescribed by the
MSRB. In connection with EMMA submissions, the MSRB noted that the
submitter will be required to provide, at the time of submission,
information necessary to correctly identify the following: The category
of information being provided; the period covered by any financial
information; the issues or specific securities to which such document
is related or otherwise material (including CUSIP number, issuer name,
state issue description, securities name, dated date, maturity date
and/or coupon rate); the name of any obligated person other than the
issuer; the name and date of the document; and the contact information
for the submitter.\48\ According to the MSRB, since all continuing
disclosure documents submitted to EMMA will be made through a unique,
password protected accounts by issuers, obligated persons and their
designated agents, once the indexing information is provided, the EMMA
system will match each document with the appropriate identifying
information for the submitter. The MSRB believes that these processes
will adequately address issues relating to the use of identifiers for
the submission process. The MSRB also believes that the use of these
identifiers ensures both that the submission process is not unduly
burdensome and that standardized market identifiers commonly used in
the municipal marketplace serve as the basis on which EMMA users would
be able to conduct document searches. Furthermore, while the MSRB
believes that the identifiers it proposed are appropriate and cover
most of the identifying elements recommended by the commenters, the
MSRB also will consider whether any additional identifiers would be
appropriate. The Commission believes that it is appropriate for the
MSRB to incorporate without change in the continuing disclosure service
the indexing information that the MSRB initially had proposed. The
Commission believes that the MSRB has provided valid reasons for not
incorporating at this time the additional indexing information that
commenters suggested. As the MSRB noted, the proposed identifiers are
standardized market identifiers used in the municipal marketplace,
which should help ensure that the transition to the continuing
disclosure service will not be unduly burdensome for submitters. We
note, however, that the MSRB indicated that it will consider additional
identifiers in the future.\49\
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    \37\ See NFMA Letter, DAC Letter, GFOA Letter, Vanguard Letter,
SIFMA Letter, NABL Letter, Treasurer of the State of Connecticut
Letter, Texas MAC Letter, OMAC Letter, ICI Letter, and EDGAR Online
Letter.
    \38\ See GFOA Letter, Treasurer of the State of Connecticut
Letter, Vanguard Letter, and ICI Letter.
    \39\ See NFMA Letter.
    \40\ Id.
    \41\ Id.
    \42\ See GFOA Letter.
    \43\ See Treasurer of the State of Connecticut Letter.
    \44\ Id.
    \45\ See NFMA Letter.
    \46\ See MSRB Response Letter.
    \47\ See infra note 48.
    \48\ As the Commission noted in its adopting release for
amendments to Rule 15c2-12 [Release No. 34-59062; File No. S7-21-08,
December 5, 2008], the commitment by an issuer to provide
identifying information exists only if it were included in a
continuing disclosure agreement. As a result, issuers submitting
continuing disclosure documents pursuant to the terms of
undertakings that were entered into prior to the effective date of
the final amendments and that did not require identifying
information will be able to submit documents without supplying
identifying information. In its response, the MSRB indicated that
the submitter making a submission pursuant to a continuing
disclosure undertaking entered into prior to the effective date of
the proposed Rule 15c2-12 amendments who seeks to make such
submission without providing identifying information could do so.
    \49\ We note that the MSRB is required to file with the
Commission a proposed rule change under Section 19(b) of the Act
with respect to any additional indexing information that it may
propose to prescribe.
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    One commenter, who neither supported nor opposed the proposal,
questioned whether the MSRB would seek appropriate licensing for its
use of the commenter's intellectual property rights with respect to the
CUSIP

database.\50\ The MSRB stated in its response letter that it is
continuing its discussions with the appropriate parties relating to the
use of CUSIP data and expects that all necessary arrangements will be
in place to operate the continuing disclosure service as anticipated by
the July 1, 2009 implementation date.\51\ If there are any
unanticipated and unresolved issues in connection with the use of the
CUSIP data, the MSRB stated that it will consult with the Commission
and, if necessary, make any filings to modify data usage by EMMA or to
adjust the implementation date. In light of the MSRB's assurances that
this issue is expected to be resolved in advance of the continuing
disclosure service's proposed implementation date of July 1, 2009, the
Commission does not believe that it is necessary to delay its approval
of the proposed rule change. Nonetheless, we will continue to monitor
the progress of EMMA, including the issue relating to licensing rights
to the CUSIP database, prior to EMMA's implementation.
---------------------------------------------------------------------------

    \50\ See ABA Letter.
    \51\ See MSRB Response Letter.
---------------------------------------------------------------------------

    Some commenters expressed their belief that EMMA should have a
simple user interface and intuitive search functionality.\52\ One
commenter noted that ``[a]s demonstrated, we believe that there are
ample ways for the public to locate particular documents, either
through a CUSIP number or an entity's name. It is imperative for these
fields to be applied to all securities and for the MSRB to determine
the most efficient way to do so.'' \53\ The MSRB stated its belief that
its pilot of the primary market service of the EMMA portal is user-
friendly and that the continuing disclosure service of EMMA will also
be user-friendly, in part, because the continuing disclosure service
will provide the same accessibility to information to municipal market
participants and easy-to-use identifiers for submissions as currently
provided by the pilot of the primary market service of the EMMA portal.
For example, if users have a CUSIP number, they will be able to go
directly to the related documents on the EMMA system and, similarly, a
user can go to the market activity page and see all the disclosures
that were posted on a certain date.\54\ The MSRB also noted its
intention to continue to make improvements to the system.\55\ The
Commission believes the MSRB has proposed a reasonably efficient way to
apply identifying fields to the continuing disclosure documents
submitted to the EMMA system and expects that the MSRB will continue to
monitor the EMMA portal to ensure that document submission is easy and
document access is efficient on an ongoing basis and that the MSRB will
propose rule changes to the continuing disclosure service pursuant to
Section 19(b) of the Act as changes are needed.\56\
---------------------------------------------------------------------------

    \52\ See EDGAR Online Letter, NFMA Letter and GFOA Letter.
    \53\ See GFOA Letter.
    \54\ See MSRB Response Letter.
    \55\ Id.
    \56\ We note that the MSRB is required to file with the
Commission a proposed rule change under Section 19(b) of the Act
with respect to the operation of the continuing disclosure service
and with respect to any changes to the continuing disclosure
service.
---------------------------------------------------------------------------

    Some commenters expressed concerns that access to previous filings
made with NRMSIRs may no longer be available.\57\ Nothing in the MSRB's
proposal will prevent the NRMSIRs from continuing to make historical
information available. We recognize, however, that the NRMSIRs may
decide not to do so. The MSRB stated in its response letter that while
it does not have the authority to mandate the submission of historical
data by issuers, issuers, obligated persons and their agents will be
free to submit to EMMA continuing disclosure documents and related
information previously submitted to the NRMSIRs.\58\ The MSRB also
stated that it is willing to communicate with the NRMSIRs on the
continued availability of historical documents and related information
and believes that such communication will be fruitful.\59\ As a
practical matter, we believe that this is largely a transitional issue
until EMMA has collected documents for a number of years and anticipate
that requests for such documents from the NRMSIRs by those persons who
are not already subscribers to their services may be expected to
decline over time.
---------------------------------------------------------------------------

    \57\ See, e.g., Vanguard Letter and ICI Letter.
    \58\ See MSRB Response Letter.
    \59\ As discussed more fully in the Rule 15c2-12 Amendments
Adopting Release, the Commission believes that the current NRMSIRs
could decide it is in their commercial interest to make historical
information available.
---------------------------------------------------------------------------

    Several commenters also made observations and suggestions regarding
the access and security features of the continuing disclosure
service.\60\ One commenter suggested that the MSRB should distinguish
between the responsibilities of obligated persons and submitters.\61\
Two commenters recommended a special methodology for conduit borrowers
to access EMMA.\62\ Three commenters stated that issuers and obligated
persons should have the ability to verify information submitted to EMMA
by third parties and to correct errors either by accessing the system
directly or by reporting any errors to a ``hotline.'' \63\
---------------------------------------------------------------------------

    \60\ See NABL Letter, NAHEFFA Letter, GFOA Letter, and NFMA
Letter.
    \61\ See NABL Letter.
    \62\ See NAHEFFA Letter and GFOA Letter.
    \63\ See NAHEFFA Letter, GFOA Letter, NFMA Letter.
---------------------------------------------------------------------------

    The MSRB noted in its response letter that its proposal does not
change the obligations of issuers or obligated persons and their
designated agents, which are established pursuant to the terms of
continuing disclosure agreements, and that all persons, including
issuers, obligated persons and designated agents will be able to access
filings on EMMA to verify their availability and the accuracy of their
indexing. The MSRB also noted that all submission methods will provide
appropriate feedback to submitters for error correction and submission
confirmation purposes. The MSRB also provides a Web site that allows
submitters to provide questions and comments associated with
submissions, as well as a help desk with dedicated personnel during
MSRB business hours. Furthermore, the proposal will allow issuers and
obligated persons to maintain control over those persons who may submit
filings on their behalf. The MSRB will permit only those persons
identified as designated agents in continuing disclosure agreements to
submit documents without advance approval through EMMA and will notify
issuers of the identity of those persons who submit documents on their
behalf. Issuers and obligated persons also will be able to revoke self-
certification of dissemination agents through the EMMA on-line account
management utility at any time.
    With respect to conduit financings,\64\ two commenters \65\
expressed concern that EMMA does not appropriately accommodate issues
relating to the real parties in interest in such financings. In conduit
financings, the bond issuing authority (e.g., a state or local
government) may issue tax exempt bonds on behalf of certain entities
(e.g., not-for profit organizations). Under these arrangements, the
entity for which the tax exempt bonds were issued may be regarded as
the real obligated party with the responsibility of submitting
continuing disclosure documents and ensuring that such submissions are

accurate. Accordingly, these commenters expressed concern that EMMA
will not appropriately discriminate whether the bond issuing authority,
or the certain entity on behalf of which the tax-exempt bonds are
issued, is responsible for the continuing disclosure submissions. The
MSRB responded that the proposal establishes, through the account
opening process, a mechanism that would permit, on an optional basis,
issuers of conduit financings to identify obligated persons and the
securities for which such persons are obligated.\66\ Furthermore, the
MSRB plans to establish methods for submitters to contact it with
questions and to report any problems submitters may discover with
filings they electronically send to the EMMA system.\67\ The Commission
believes that the MSRB has established appropriate measures with
respect to security and controls for the submission of documents to the
continuing disclosure service.
---------------------------------------------------------------------------

    \64\ Conduit financings are financings in which authorities with
bond issuing authority issue tax-exempt bonds on behalf of certain
entities, including not-for profit organizations.
    \65\ See NAHEFFA Letter and NFMA Letter.
    \66\ See MSRB Response Letter.
    \67\ Id.
---------------------------------------------------------------------------

    Some commenters that supported the proposed rule change suggested
incorporation of an interactive data standard (i.e., XBRL).\68\ The
MSRB responded that it will take all such suggestions under
consideration for future revisions to the continuing disclosure
service. The MSRB noted, however, that documents need not be created in
any particular manner in order to be saved or scanned into a PDF
format. The MSRB indicated that it does not view establishing XBRL as a
data standard for EMMA submissions as appropriate at this time,
although it noted that it continues to be interested in working with
the municipal market in the future on interactive data initiatives. The
Commission believes that, in the future, access to continuing
disclosure documents through the EMMA system could be enhanced by
improved methods for the electronic presentation of information, but
believes that the MSRB's technology choices for EMMA are appropriate at
this time.
---------------------------------------------------------------------------

    \68\ See, e.g., GFOA Letter, e-certus Letter, and EDGAR Online
Letter.
---------------------------------------------------------------------------

    Seven of the commenters that supported the proposed rule change
indicated that EMMA should have the capability to accept voluntary and
non-periodic disclosures in addition to Rule 15c2-12 disclosures \69\
or recommended the addition of features such as information regarding
late or missing filings.\70\ In its response letter, the MSRB stated
that although the continuing disclosure service will not allow for the
submission of continuing disclosure documents beyond those currently
set forth in Rule 15c2-12 or those documents identified in an
undertaking by the issuer or obligated person, the MSRB expects to
propose in a future filing to accept submissions of a broader
scope.\71\ The Commission believes that limiting the scope of the
documents to be submitted through the continuing disclosure service to
those referenced in continuing disclosure agreements will fulfill the
intended purpose of Rule 15c2-12 and thus is reasonable at this time.
---------------------------------------------------------------------------

    \69\ See ICI Letter, NFMA Letter, NABL Letter, GFOA Letter,
Vanguard Letter and SIFMA Letter, Treasurer of the State of
Connecticut Letter.
    \70\ See, e.g., ICI Letter.
    \71\ See MSRB Response Letter.
---------------------------------------------------------------------------

    One commenter expressed support for the dissemination of
information in a bulk format.\72\ Some commenters expressed concerns
regarding fees to be charged by the MSRB for subscriptions to the real-
time data feed and whether the transfer of documents through the data
feed would be delayed.\73\ In addition, three commenters suggested that
the MSRB should provide SIDs with a data feed of filing information and
one of these commenters stated that this data feed should be provided
free of charge.\74\ Further, one commenter expressed concern that
broker-dealers would pass on fees to their customers to support the
EMMA system.\75\
---------------------------------------------------------------------------

    \72\ See, e.g., EDGAR Online Letter.
    \73\ See DPC DATA Letter, NFMA Letter and GFOA Letter.
    \74\ See Texas Mac Letter, OMAC Letter, and GFOA Letter.
    \75\ See SPSE Letter.
---------------------------------------------------------------------------

    In its response letter, the MSRB stated that in addition to
providing access to continuing disclosure documents through the EMMA
portal without charge to all persons on an equal basis on its Internet
website, the MSRB also will offer real-time subscriptions to EMMA's
continuing disclosure documents and information as they are submitted
and processed.\76\ According to the MSRB, its goal is to ensure an
efficient process for making available real-time data subscription
products at a reasonable cost.\77\ The MSRB also stated that it will
work with the SIDs to ensure that they will have reasonable access to
the documents submitted for issues in their respective states and will
not incur costs related to the entire EMMA subscription product.\78\
---------------------------------------------------------------------------

    \76\ See MSRB Response Letter.
    \77\ Id.
    \78\ Id.
---------------------------------------------------------------------------

    The Commission notes that fees relating to the EMMA system, such as
subscription fees for a data feed for access to documents submitted to
the continuing disclosure service, also must be filed with the
Commission as a proposed rule change under Section 19(b) of the Act.
Accordingly, any fees relating to the continuing disclosure service
would be published for public comment by the Commission and interested
persons would have the opportunity to offer their views on them.
    With respect to the comment that broker-dealers would pass on fees
to their customers to support the EMMA system, the Commission again
notes that the MSRB, as an SRO, would have to file any fees relating to
the support or use of the continuing disclosure service with the
Commission under Section 19(b) of the Exchange Act, to the extent such
fees are not already covered by the MSRB's current fee schedule. The
Commission further notes that broker-dealers currently are charged fees
for access to disclosure documents obtained from the NRMSIRs that they
currently may or may not pass on to their customers. According to the
MSRB, it presently anticipates no increase in fees on brokers, dealers,
and municipal securities dealers that effect transactions in municipal
securities to establish and operate the EMMA system.\79\ The MSRB has
stated that it has funds on hand that, together with amounts it will
collect in the future under its current fee schedule, it believes will
be sufficient to establish and operate the continuing disclosure
service of the EMMA system.\80\
---------------------------------------------------------------------------

    \79\ See MSRB Response Letter.
    \80\ Id.
---------------------------------------------------------------------------

    Two commenters opposed the proposal and suggested alternative
approaches to greater access to continuing disclosure documents by
investors and others.\81\ They believed that the MSRB's proposal would
not improve the overall continuing disclosure regime and that it does
not address the core problems with the current system, such as the
significant level of delinquent filings. One of these commenters stated
that the proposal imposes restrictions on filing formats (i.e., single-
electronic) and technology and misstates important attributes of the
current municipal disclosure regime. This commenter urged enforcement
of existing provisions of Rule 15c2-12 and otherwise working within the
existing disclosure system. The other commenter believed that a
``central post office'' approach is preferable.\82\
---------------------------------------------------------------------------

    \81\ See DPC DATA Letter and SPSE Letter.
    \82\ Under a central post office approach, issuers and obligors
would file documents through a single electronic venue in a
standardized format. The central post office would then forward the
centrally-filed documents in real time to the NRMSIRs. See also SPSE
Letter, at 3-5.

---------------------------------------------------------------------------

    In its response letter, the MSRB expressed its belief that the
establishment of single submission and dissemination venue through
EMMA's continuing disclosure service would significantly improve upon
the current municipal disclosure system.\83\ The MSRB believed that a
simple, secure and centralized system will simplify issuers'
submissions. According to the MSRB, for example, the fact that
continuing disclosure documents will be publicly available for free
through a searchable Web site in which all filings for a particular
issue are displayed as a single collection will serve, for the first
time, to make it easy for issuers, investors and others to determine
whether or not filings are missing, whether due to an issuer failing to
make a filing or otherwise.
---------------------------------------------------------------------------

    \83\ See MSRB Response Letter.
---------------------------------------------------------------------------

    While the Commission acknowledges that the MSRB's proposal does not
address all of the information challenges of the municipal market, the
Commission continues to believe that the MSRB's proposal is a
significant step forward in facilitating the submission of, and access
to, secondary market municipal disclosures. As noted previously, a
large majority of the commenters supported the MSRB's proposal and
believed that it will improve the overall continuing disclosure regime.
The Commission also believes that this will be the case. We anticipate
that public access to all continuing disclosure documents on the
Internet, as provided by the proposal, will promote market efficiency
and help deter fraud and manipulation in the municipal securities
market by improving the availability of information to all investors.
With respect to one commenter's concern that the proposal would impose
restrictions on filing formats, impose technology requirements that do
not exist under the current system and provide no appreciable benefit,
the Commission notes that the availability of continuing disclosure
documents at a single repository that can be readily accessed and
easily searched through electronic means will provide significant
benefits that are not available under the current NRMSIR system. The
Commission notes that the submission of continuing disclosure documents
in an electronic format will allow the information to be posted and
disseminated promptly. The Commission also notes that the MSRB's
proposed filing format and choice of technology will eliminate the need
for manual handling of paper documents, which is less efficient and
more costly, and will increase the potential for a more complete record
of continuing disclosure documents that otherwise might be misfiled or
lost under a manual system. Furthermore, the Commission believes that
submissions in an electronic format will not be burdensome on issuers
or obligated persons since many documents are now routinely created in
an electronic format and can be readily transmitted by electronic
means. With respect to the comment that the existing disclosure system
should be retained and the existing provisions of the Rule 15c2-12
enforced, the Commission believes that enforcement of the provisions of
Rule 15c2-12 is an important mechanism for the protection of municipal
securities investors and the efficient operation of the marketplace.
However, the Commission also believes that the quality, timing, and
availability of disclosure in the municipal securities markets will be
substantially improved by the MSRB's proposal.
    With respect to the comment favoring a ``central post office,'' the
Commission believes that this approach is less likely to make access to
continuing disclosure documents as efficient as the MSRB's continuing
disclosure service and therefore would not achieve the goal. For
example, with a central post office there would continue to be no
single location to which investors, particularly individuals, could
turn for free access to information regarding municipal securities.
Instead, individuals or entities that wish to obtain such information
would find it necessary first to access the central post office to find
out what documents might be available from NRMSIRs and SIDs and then to
contact one or more NRMSIRs or SIDs and pay their fees to obtain the
document or documents they seek. This would be a less efficient process
than the MSRB's proposal, in which interested persons could directly
access, view and print for free continuing disclosure documents from
one place--the MSRB's Internet site.
    Moreover, a ``central post office'' would not, to the same extent
as the MSRB's EMMA system, simplify compliance with regulatory
requirements by, and reduce compliance costs of, broker-dealers,
municipal securities dealers, and others. This is because they would
have to first access the ``central post office'' to determine what
documents are available and then contact one or more NRMSIRs or SIDs to
obtain these documents for a fee or subscribe to commercial services to
do so on their behalf. We believe that greater benefits will be
achieved by providing public access to all continuing disclosure
documents on the Internet, as provided by the proposal. We anticipate
that access to all continuing disclosure documents without charge
through the MSRB's Internet site will better promote market efficiency
and help deter fraud and manipulation in the municipal securities
market by improving the availability of information to all investors.
    Two commenters, both of which are NRMSIRs, also raised concerns
about the potential adverse effects on competition and raised issues
about the proposal's consistency with Congressional intent regarding
the regulation of municipal securities.\84\ Both of these commenters
believed that the proposal is contrary to Section 15B(d) of the
Act,\85\ commonly referred to as the Tower Amendment. One of these
commenters also expressed its belief that the proposal would reduce
current value-added products and services provided by existing NRMSIRs
and other vendors; narrow competing information services regarding
municipal securities; and result in a loss of innovation in offering
competing information services regarding municipal securities.\86\ This
commenter also expressed its belief that the proposal is anti-
competitive and would unfairly displace private vendors that have made
significant investment under the current system with a ``quasi-
governmental organization'' that is subsidized and could provide value-
added services for free.\87\ The other commenter expressed a belief
that the proposal places the MSRB in direct competition with commercial
vendors.\88\
---------------------------------------------------------------------------

    \84\ See DPC DATA Letter and SPSE Letter.
    \85\ 15 U.S.C. 78o-4(d).
    \86\ See SPSE Letter.
    \87\ Id.
    \88\ See DPC DATA Letter.
---------------------------------------------------------------------------

    With respect to their comments regarding competition, the MSRB
responded that it did not believe that the proposed rule change would
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act.\89\ The MSRB expressed its
belief that existing vendors would continue to have rapid access to all
of the same documents they previously received, now accompanied by
consistent indexing information, and would fully be able to provide
value added products based on such documents. Additionally, the MSRB
responded that it believed that the availability of continuing
disclosure

documents through the EMMA portal and the continuing disclosure
subscription service would promote competition among private data
vendors and other enterprises engaged in, or interested in becoming
engaged in, the market for information services by eliminating existing
barriers to new entrants into the market for municipal securities
information. The MSRB added that none of the functionalities of the
continuing disclosure service constitute value-added services that
compete inappropriately with the private sector. Rather, the MSRB noted
that these functionalities are critical for the continuing disclosure
services operation as a free, centralized source of information for
retail investors that provides investors with the necessary tools to
find the information for which they are searching and to understand
such information once it is found. Furthermore, the MSRB expressed its
belief that its operation of the continuing disclosure service would
serve as a basis on which private enterprises could themselves
concentrate more of their resources on developing and marketing value-
added services. In the MSRB's opinion, the shift in the flow of
continuing disclosure documents from the current NRMSIRs to EMMA (from
which such entities and others could still obtain documents on a real-
time basis accompanied by indexing information) would represent only a
temporary dislocation in the processes by which current vendors that
produce value-added services obtain the raw documents on which these
services are based.
---------------------------------------------------------------------------

    \89\ See MSRB Response Letter.
---------------------------------------------------------------------------

    Moreover, the MSRB expressed its belief that the proposal will
prove to be of long-term benefit to such vendors. The MSRB noted that
much of the impact of the proposed rule change on commercial
enterprises will result from increased competition in the marketplace
resulting from the entry of additional commercial enterprises to
compete with existing market vendors for value-added services, rather
than from the operation of the continuing disclosure service.
Furthermore, the MSRB stated its belief that the benefits realized by
the investing public from the broader and easier availability of
disclosure information about municipal securities justifies any
potential negative impact on existing enterprises resulting from the
operation of EMMA. The MSRB emphasized that its activities are subject
to the supervision of the Commission and that any changes to EMMA and
related systems must be filed with the Commission. The MSRB further
commented that it has worked closely with all of the marketplace's key
constituencies, including issuers, bond attorneys, financial advisers,
and others in the development of EMMA and represented that it will
continue to do so as EMMA becomes fully operational.
    The Commission believes that the proposal will modernize the method
of availability of continuing disclosure documents by issuers and, by
making use of the Internet, will make these documents readily
accessible to investors and others at no charge. The continuing
disclosure service will not alter the availability of such documents to
commercial vendors or their ability to disseminate such information,
together with whatever value-added products they may wish to provide.
The Commission notes that the MSRB has represented that documents
provided through EMMA will be available to all persons on an equal
basis and that the MSRB will continue to make the full collection of
documents available by subscription on an equal basis, without imposing
restrictions on subscribers from re-disseminating such documents or
from otherwise offering value-added service and products, based on such
documents on terms determined by each subscriber.\90\ Further, the
Commission notes that the MSRB has represented that EMMA will be
designed to provide real-time access to documents and information as
they are submitted and processed \91\ and that all continuing
disclosures received by the MSRB will be available through a data-
stream subscription simultaneously with posting on the EMMA portal.\92\
---------------------------------------------------------------------------

    \90\ See MSRB Response Letter.
    \91\ See MSRB Response Letter.
    \92\ See Release No. 34-58256, supra note 3.
---------------------------------------------------------------------------

    The Commission believes that the proposed rule change will
encourage, rather than restrict, competition in the municipal
securities information marketplace. The Commission further believes
that any burdens on competition that may result from the proposed rule
change are more than justified by the benefits that will flow from
ready and free availability of municipal disclosure documents to
broker-dealers, municipal securities dealers, mutual funds, analysts,
retail and institutional investors, and the public generally. Both
existing private vendors and new market entrants seeking to provide
value-added products and services will be able to access all available
continuing disclosure documents from EMMA for free, or for a
subscription fee if they elect to receive a real-time data feed.
Consequently, existing vendors and potential new market entrants no
longer will have to pay multiple subscription fees or document charges
to multiple NRMSIRs to access the continuing disclosure information
that is necessary for value-added products and services. The MSRB's
proposal is designed to help spur innovation and competition for value-
added products and services and is expected to reduce barriers to entry
for new market participants. The Commission also notes that because
continuing disclosure information will be available at the MSRB,
existing vendors and new market entrants can conserve resources that
otherwise would be utilized to obtain a full complement of available
continuing disclosure information that is spread out across multiple
NRMSIRs. In addition, while the Commission acknowledges that some
existing vendors may need to make some adjustments to their line of
business or services offered, these vendors and others may determine
that they no longer need to invest in the infrastructure and facilities
necessary to collect and store continuing disclosure information. The
Commission believes that the proposed rule change likely will have a
net benefit on the competitive landscape for municipal securities
disclosure information services and further the purposes of the Act by
deterring the potential for fraud in the municipal securities market.
    With respect to concerns that the MSRB could control private
vendors' access to information through unfair fee structures and biased
dissemination of information for the purpose of conditioning the market
to use EMMA and the MSRB's own services,\93\ the Commission notes that
the MSRB is required to file its fee changes and rule proposals
relating to the EMMA system with the Commission under Section 19(b) of
the Act. Thus, interested parties will have the opportunity to comment
on any such proposal and bring to the Commission's attention any
potential issues. The Commission has carefully considered the comments
of the two NRMSIRs regarding competition, and the MSRB's response
letter, and does not believe that the proposed rule change will impose
any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act. To the contrary, as discussed
above, the Commission believes that any competitive impact that may
result from the proposed rule change is justified by the benefits that
will be provided to investors, broker-dealers, mutual funds, vendors of
municipal information, municipal

security analysts, other market professionals and the market generally.
---------------------------------------------------------------------------

    \93\ See DPC DATA Letter.
---------------------------------------------------------------------------

    With respect to the comments of the two NRMSIRs regarding the Tower
Amendment, the MSRB responded that it believes its proposal to create a
continuing disclosure service is consistent with the MSRB's statutory
authority under Section 15B(d) of the Act, i.e., the Tower
Amendment.\94\ The MSRB believes that the continuing disclosure service
of EMMA will serve as a necessary step to better facilitate the free
and timely public access to continuing disclosure documents and related
information. The service will remove impediments to and help perfect
the mechanisms of a free and open market in municipal securities
thereby, effectively, promoting investor protections and the public
interest by ensuring equal access for all market participants to the
critical disclosure information needed by investors in the municipal
securities market. The MSRB believes that all of the continuing
disclosure service's functionalities relate to the core mission of the
MSRB and such functionalities are not inconsistent with any statutory
limitations placed on MSRB activities. The MSRB believes that municipal
securities disclosure documents should be made more readily and
promptly available to the public and that all investors should have
better access to important market information.
---------------------------------------------------------------------------

    \94\ Section 15B(d) of the Exchange Act states as follows: (1)
Neither the Commission nor the Board is authorized under this title,
by rule or regulation, to require any issuer of municipal
securities, directly or indirectly through a purchaser or
prospective purchaser of securities from the issuer, to file with
the Commission or the Board prior to the sale of such securities by
the issuer any application, report, or document in connection with
the issuance, sale, or distribution of such securities. (2) The
Board is not authorized under this title to require any issuer of
municipal securities, directly or indirectly through a municipal
securities broker or municipal securities dealer or otherwise, to
furnish to the Board or to a purchaser or a prospective purchaser of
such securities any application, report, document, or information
with respect to such issuer: Provided, however, That the Board may
require municipal securities brokers and municipal securities
dealers to furnish to the Board or purchasers or prospective
purchasers of municipal securities applications, reports, documents,
and information with respect to the issuer thereof which is
generally available from a source other than such issuer. Nothing in
this paragraph shall be construed to impair or limit the power of
the Commission under any provision of this title. 15 U.S.C. 78o-
4(d)(1) and (2).
---------------------------------------------------------------------------

    The Commission also does not believe that the proposed rule change
is inconsistent with the Tower Amendment. The Tower Amendment prohibits
the MSRB from directly or indirectly requiring an issuer of municipal
securities to file with it any documents relating to the issuance, sale
or distribution of such securities before such securities are sold.\95\
The Tower Amendment also prohibits the MSRB from directly or indirectly
requiring an issuer of municipal securities, directly or indirectly
through a municipal securities broker or dealer or otherwise, to
furnish to it documents relating to the issuer, unless such information
is available from a source other than the issuer.\96\ The MSRB's
proposed rule change does not implicate Section 15B(d)(1) or (2) of the
Act because it imposes no requirements on issuers. Instead, through the
establishment of the continuing disclosure service of EMMA as an
information venue, the proposed rule change enhances access to
continuing disclosure information provided to the MSRB subsequent to
the sale of municipal securities as a consequence of continuing
disclosure agreements entered into consistent with a rule of the
Commission's Rule 15c2-12, which is designed to deter fraud in the
municipal securities market. The proposed rule change does not alter
market participants' existing obligations, but rather it enhances the
system for the receipt of, and for making available to the public of,
the continuing disclosure documents. For these reasons, the Commission
does not believe that the proposed rule change is contrary to Section
15B(d) of the Act.
---------------------------------------------------------------------------

    \95\ 15 U.S.C. 78o-4(d)(1).
    \96\ 15 U.S.C. 78o-4(d)(2).
---------------------------------------------------------------------------

    Several commenters that supported the proposed rule change also
made suggestions regarding the transition to the proposed system.\97\
For example, one commenter believed that there should be a three- to
six-month transition period for submissions to EMMA and a twelve-month
transition period for the submissions of searchable PDFs.\98\ Another
commenter believed that there should be a nine-month transition period
to a word searchable format.\99\ Another commenter believed that
parties who have made paper filings in the past should be allowed
additional time to transition to electronic filings.\100\ A fourth
commenter noted that issuers and obligated persons may be confused as
to where they should file continuing disclosure documents during the
period of transition and suggested that these concerns could be
addressed during a short transition period.\101\ The MSRB responded
that, in view of the comments it received and discussions it has had
with industry participants, and to further ensure a smooth transition
for submitters and end users of continuing disclosures, it has filed
Amendment No. 1 to delay the effectiveness of the continuing disclosure
service until the later of July 1, 2009 or the effective date of the
Rule 15c2-12 Amendments and to extend the transition to a word-
searchable format until January 1, 2010. Furthermore, the MSRB stated
that it expects to file with the Commission to establish a pilot
program for the continuing disclosure service that would allow for
system testing through voluntary submissions of continuing disclosures
prior to the effectiveness of the amendments to Rule 15c2-12 and the
launch of the permanent continuing disclosure service.
---------------------------------------------------------------------------

    \97\ See, e.g., GFOA Letter, e-certus Letter, Treasurer of the
State of Connecticut Letter, and NABL Letter.
    \98\ See GFOA Letter.
    \99\ See Treasurer of the State of Connecticut Letter.
    \100\ See NABL Letter.
    \101\ See Vanguard Letter.
---------------------------------------------------------------------------

IV. Order Granting Accelerated Approval of Proposed Rule Change

    As noted above, the MSRB now seeks pursuant to Amendment No. 1 to
commence operation of the EMMA portal for continuing disclosure
documents on July 1, 2009,\102\ which is commensurate with the
effective date of the Rule 15c2-12 Amendments that we also are adopting
today.\103\ In addition, Amendment No. 1 requests that the Commission
delay the effectiveness of the provision of the proposed rule change
relating to word searchable PDF files until January 1, 2010. The MSRB
requests that the Commission find good cause, pursuant to Section
19(b)(2) of the Act, for approving Amendment No. 1 prior to the
thirtieth day after publication of notice of filing of Amendment No. 1
in the Federal Register. The MSRB believes that the Commission has good
cause for granting accelerated approval of the proposed rule change
because the amendment does not substantively alter the original
proposed rule change other than changing two effective dates to allow
more time for implementation.
---------------------------------------------------------------------------

    \102\ See Amendment No. 1, supra note 5.
    \103\ See Rule 15c2-12 Amendments Adopting Release, supra note
7.
---------------------------------------------------------------------------

    The Commission finds good cause to approve the proposed rule change
on an accelerated basis. The proposed rule change was published in the
Federal Register on August 7, 2008.\104\ The Commission believes that
the proposal includes an appropriate transition period and believes
that parties that have made paper filings in the past or that do not
presently use word searchable formats will have sufficient time to
transition to electronic filings as of July 1, 2009 and to a word
searchable

PDF format as of January 1, 2010, respectively.
---------------------------------------------------------------------------

    \104\ See Release No. 34-58256, supra note 3.
---------------------------------------------------------------------------

V. 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-2008-05 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-MSRB-2008-05. 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-2008-05 and should be
submitted on or before January 2, 2009.

VI. Conclusion

    On the basis of the foregoing, the Commission finds that the
proposed rule change is consistent with the requirements of the Act and
in particular Section 15B(b)(2)(C) of the Act and the rules and
regulations thereunder.
    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\105\ that the proposed rule change (SR-MSRB-2008-05), as modified
by Amendment No. 1, be, and it hereby is, approved on an accelerated
basis.
---------------------------------------------------------------------------

    \105\ 15 U.S.C. 78s(b)(2).

    By the Commission.
Florence E. Harmon,
Acting Secretary.

Exhibit A

Key to Comment Letters Cited in Order Relating to the Establishment of
a Continuing Disclosure Service of the Electronic Municipal Market
Access System (EMMA) (File No. SR-MSRB-2008-05)

1. Letter from Fran Busby, to 21st Century Disclosure Initiative,
Commission, dated October 7, 2008 (``Busby Letter'').
2. Letter from Paula Stuart, Chief Executive Officer, Digital
Assurance Certification, L.L.C. (``DAC''), to Florence E. Harmon,
Acting Secretary, Commission, dated September 25, 2008 (``DAC
Letter'').
3. Letter from Christopher Alwine, Head of Municipal Money Market
and Bond Groups, The Vanguard Group, Inc. (``Vanguard''), to
Florence E. Harmon, Acting Secretary, Commission, dated September
24, 2008 (``Vanguard Letter'').
4. Letter from Susan A. Gaffney, Director, Federal Liaison Center,
Government Finance Officers Association (``GFOA''), to Florence E.
Harmon, Acting Secretary, Commission, dated September 24, 2008
(``GFOA Letter'').
5. Letter from Louis V. Eccleston, President, Standard & Poor's
Securities Evaluations, Inc. (``SPSE''), to Florence E. Harmon,
Acting Secretary, Commission, dated September 22, 2008 (``SPSE
Letter'').
6. Letter from R.T. McNamar, CEO, e-certus, Inc. (``e-certus''), to
Christopher Cox, Chairman, Commission, and Ernesto A. Lanza, Senior
Associate General Counsel, MSRB, dated September 22, 2008 (``e-
certus Letter'').
7. Letter from Leslie M. Norwood, Managing Director and Associate
General Counsel, Securities Industry and Financial Markets
Association (``SIFMA''), to Florence E. Harmon, Acting Secretary,
Commission, dated September 22, 2008 (``SIFMA Letter'').
8. Letter from William A. Holby, President, National Association of
Bond Lawyers (``NABL''), to Florence E. Harmon, Acting Secretary,
Commission, dated September 22, 2008 (``NABL Letter'').
9. Letter from Denise L. Nappier, Treasurer, State of Connecticut,
to Christopher Cox, Chairman, Commission, dated September 22, 2008
(``Treasurer of the State of Connecticut Letter'').
10. Letter from J. Douglas Adamson, Executive Vice President,
Technical Services Division, American Bankers Association (``ABA''),
to Florence E. Harmon, Acting Secretary, Commission, dated September
22, 2008 (``ABA Letter'').
11. Letter from Laura Slaughter, Executive Director, Municipal
Advisory Council of Texas (``Texas MAC''), to Christopher Cox,
Chairman, Commission, and Ernesto A. Lanza, Senior Associate General
Counsel, MSRB, dated September 22, 2008 (``Texas MAC Letter'').
12. Letter from K.W. Gurney, Director, Ohio Municipal Advisory
Council (``OMAC''), to Christopher Cox, Chairman, Commission, and
Ernesto A. Lanza, Senior Associate General Counsel, MSRB, dated
September 22, 2008 (``OMAC Letter'').
13. Letter from Karrie McMillan, General Counsel, Investment Company
Institute (``ICI''), to Florence E. Harmon, Acting Secretary,
Commission, dated September 22, 2008 (``ICI Letter'').
14. Letter from Robert Donovan, Executive Director, Rhode Island
Health and Educational Building Corporation and Steven Fillebrown,
Director of Research, Investor Relations and Compliance, New Jersey
Healthcare Financing Authority, on behalf of the National
Association of Health and Educational Facilities Finance Authorities
(``NAHEFFA''), to Florence E. Harmon, Acting Secretary, Commission,
dated September 22, 2008 (``NAHEFFA Letter'').
15. Letter from Peter J. Schmitt, CEO, DPC DATA Inc. (``DPC DATA''),
to Florence E. Harmon, Acting Secretary, Commission, dated September
18, 2008 (``DPC DATA Letter'').
16. Letter from Philip D. Moyer, CEO & President, EDGAR Online
(``EDGAR Online''), to Christopher Cox, Chairman, Commission, and
Ernesto A. Lanza, Senior Associate General Counsel, MSRB, dated
September 9, 2008 (``EDGAR Online Letter'').
17. Letter from Lynette Kelly Hotchkiss, Executive Director, MSRB,
to Christopher Cox, Chairman, and James L. Eastman, Counsel,
Commission, dated September 8, 2008 (``MSRB Letter'').
18. Letter from Rob Yolland, Chairman, National Federation of
Municipal Analysts (NFMA), to Ernesto A. Lanza, Senior Associate
General Counsel, MSRB, Commission, dated March 10, 2008 (``NFMA
Letter'').

[FR Doc. E8-29376 Filed 12-11-08; 8:45 am]

BILLING CODE 8011-01-P


USWAG Meeting

April 27, 2010

Attendees:

Mary Davis – American Electric Power

James Roewer	- USWAG

Lynn Vendinello – EPA/OPPT

John Smith – EPA/OPPT

Peter Gimlin – EPA/OPPT

Christine Zachek – EPA/OPPT

In our comments, we will be requesting an extension of the comment
period, based on the number of questions in the ANPR, and the fact that
it is a complex issue with complex questions. We need time to gather
information, the sooner we know if there will be an extension, the
sooner we can triage which questions will get answered. We will ask for
90-days, and will not ask for another extension. It is easier to plan a
response if we know sooner whether an extension request will be granted.
If there will not be an extension, EPA should tell the regulated
community what is important, so they can focus their attention, as some
questions may or may not apply to them.

EPA would like to know how many pieces of PCB-containing equipment the
utilities have out there and the costs of phasing them out.

This is a difficult question because there is equipment that contains
PCBs that we don’t know about.

You have to have some sense of the proportion of PCB-containing
equipment based on the number taken out for service.

EPA cannot equate the number of pieces of PCB-containing equipment that
we are seeing to the costs of going out and finding this equipment.

The Askarel transformers were made with PCBs and name-plated by the
companies.

We know where those are. We removed 62 in multi-story buildings at a lot
of cost.

Sections 5 and 14 that ask for data on populations, we don’t know if
these questions are “answerable.”

	The higher concentration material seems to be the most important.

For the definitional changes, where are these numbers coming from?

The Stockholm Convention. We want to be consistent with Stockholm
whether we are a party or not, as government policy.

But the Stockholm language is to “endeavor to identify and remove from
service.”

What do we need to demonstrate to you that the voluntary programs are
working? The disposal records are showing downward trends.

The registration database is staying consistent, and that is why we are
asking these questions. We need that information and right now there is
no deadline to collect it. Utilities are the leaders in collecting this
information, and others are far behind, including the federal
government. When we use “equipment” in the ANPR, we do not mean
utilities specifically.

Has the transformer database been corrected?

We sent the entire database to Doug Green and we have not gotten any
comments yet. We have to keep a record of the facilities, and we have to
keep track of the status of the equipment and where everything went.

Will there be a mechanism to de-register units?

The database reflects that when it is updated.

We can get you the data to correct that.

For non-liquid uses, what information would be helpful for obtaining a
use authorization?

Anecdotal or otherwise. We just want to know what is out there; we
didn’t mean to imply that we were doing use authorizations. It is just
a request for information because we don’t know how broad the use of
PCBs in caulk has been.

What about for excluded PCB products, like used oil? Right now all 2-49
oil will be regulated and burned in accordance with 40 CFR 761.20(e).

	We would want to know how large is this and what would be the impact of
changing?

We do not sample equipment unless we take it out of service for
disposal.

	We have to ask. In 30 years, a lot of life is gone from this equipment

For vintage equipment and failure rates… it is not always true that if
it fails, it releases PCBs.

	We cannot count on the fact that if it fails again, it will not release
PCBs.

If it fails, it comes out of service.

We would think that your members would keep this type of information for
insurance records, and for the purpose of replacing old equipment.
Trying to find out how long this equipment lasts would be helpful. We
want to know if equipment fails, does it fail catastrophically? There
was much less necessity to keep up records of this in 1978, now there is
more reason.

We will survey our members to see if they have insurance and/or records.
Right now, we do not have a need to know where this PCB equipment is.

You have thousands of dollars in equipment and you do not know where it
is? The field people will know where the new equipment is, based on
manufacture dates. It is more likely that the older equipment will have
PCBs. Do these have higher failure rates?

The repair/shop people tell us the newer equipment does not last as
long. Reclassification does not typically happen on distribution units.

Based on Canada’s rule, the Canadian Electrical Association said they
cannot go out and identify their PCB-containing equipment. And they have
a smaller universe than we do in the U.S. Would the millions of dollars
spent to identify this equipment be worth it to find it?  Also, if you
sample it, then you destroy it. It will be very costly in terms of time,
labor, safety precautions, and outages. And Canada is not a third-world
country; they have the technical capacity to do it. We will get EPA more
information on this in Canada.

A few of the terms were unclear in the ANPR. What do you mean when you
say “regulated” levels?

	Above 50 ppm.

What about “PCB-contaminated”?

50 to less than 500 ppm

“PCB-containing”?

It generally has PCBs in it, no specific concentrations, just used as a
catch-all to mean that PCBs were not purposefully added.

For the small-capacitors and light fixtures, how would you determine if
they contain 1.7 fl oz.?

You could use the external dimensions to estimate capacity; you would
have to do it by density.

We hope to get some information from the manufacturers. Lots of
equipment has small capacitors. We don’t know how you’re going to
register all those.

In section I, number 4, what does this mean?

Is the substitute worse than the PCBs in terms of releases? The release
rate of non-PCBs compared to PCBs. Does this equipment fail
catastrophically more often? We have to look at alternatives to see if
there are any downsides.

Do you track substation equipment for insurance purposes? What
percentage of transformers do you lose to releases? You would track it
if it is insured and you would track it because you need to replace it.

We track spills.


[Federal Register: August 13, 2009 (Volume 74, Number 155)]
[Notices]
[Page 40830]
[DOCID:fr13au09-60]

-----------------------------------------------------------------------

DEPARTMENT OF HOMELAND SECURITY

Coast Guard

[Docket No. USCG-2009-0581]

Certificate of Alternative Compliance for the Lift Boat PAUL

AGENCY: Coast Guard, DHS.

ACTION: Notice.

-----------------------------------------------------------------------

SUMMARY: The Coast Guard announces that a Certificate of Alternative
Compliance was issued for the lift boat PAUL as required by 33 U.S.C.
1605(c) and 33 CFR 81.18.

DATES: The Certificate of Alternate Compliance was issued on June 12,
2009.

ADDRESSES: The docket for this notice is available for inspection or
copying at the Docket Management Facility (M-30), U.S. Department of
Transportation, West Building Ground Floor, Room W12-140, 1200 New
Jersey Avenue, SE., Washington, DC 20590, between 9 a.m. and 5 p.m.,
Monday through Friday, except Federal holidays. You may also find this
docket on the Internet by going to http://www.regulations.gov,
inserting USCG-2009-0581 in the ``Keyword'' box, and then clicking
``Search.''

FOR FURTHER INFORMATION CONTACT: If you have questions on this notice,
call CWO2 David Mauldin, District Eight, Prevention Branch, U.S. Coast
Guard, telephone<PHONE_NUMBER>. If you have questions on viewing or
submitting material to the docket, call Renee V. Wright, Program
Manager, Docket Operations, telephone<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION:

Background and Purpose

    The lift boat PAUL will be used for oil exploration. The
Certificate of Alternative Compliance allows for the horizontal
distance between the stem of the vessel and masthead light to be 108'.
Placing the masthead light at the horizontal distance from the stem of
the vessel as required by Annex I, paragraph 3(d) of the 72 COLREGS,
and Annex I, Section 84.05(d) of the Inland Rules Act, would result in
a masthead light location that would interfere with crane operations.
In addition, the sidelights may be located on the outermost edges of
the top of the pilothouse, 7' 6'' from the centerline. Placing the
sidelights in the locations required by Annex I, paragraph 3(b) of 72
COLREGS, and Annex I, paragraph 84.05(b) of the Inland Rules Act would
expose the sidelights to probable damage from the working machinery
around the forward legs of the vessel.
    The Certificate of Alternative Compliance allows for the horizontal
separation of the masthead light from the stem of the vessel to deviate
from the requirements of Annex I, paragraph 3(d) of 72 COLREGS, and
Annex I, Section 84.05(d) of the Inland Rules Act. In addition, this
Certificate of Alternative Compliance allows for the placement of the
side lights to deviate from requirements set forth in Annex I,
paragraph 3(b) of 72 COLREGS, and Annex I, paragraph 84.05(b) of the
Inland Rules Act.
    This notice is issued under authority of 33 U.S.C. 1605(c) and 33
CFR 81.18.

    Dated: July 27, 2009.
J.W. Johnson,
Commander, U.S. Coast Guard, Chief, Inspections and Investigations
Branch, By Direction of the Commander Eighth Coast Guard District.
[FR Doc. E9-19394 Filed 8-12-09; 8:45 am]

BILLING CODE 4910-15-P


[Federal Register Volume 82, Number 78 (Tuesday, April 25, 2017)]
[Notices]
[Pages 19056-19057]
[FR Doc No: 2017-08327]

-----------------------------------------------------------------------

DEPARTMENT OF HEALTH AND HUMAN SERVICES

Food and Drug Administration

[Docket No. FDA-2013-N-1163]

Agency Information Collection Activities; Submission for Office
of Management and Budget Review; Comment Request; Institutional Review
Boards

AGENCY: Food and Drug Administration, HHS.

ACTION: Notice.

-----------------------------------------------------------------------

SUMMARY: The Food and Drug Administration (FDA or we) is announcing
that a proposed collection of information has been submitted to the
Office of Management and Budget (OMB) for review and clearance under
the Paperwork Reduction Act of 1995 (PRA).

DATES: Fax written comments on the collection of information by May 25,
2017.

ADDRESSES: To ensure that comments on the information collection are
received, OMB recommends that written comments be faxed to the Office
of Information and Regulatory Affairs, OMB, Attn: FDA Desk Officer,
FAX:<PHONE_NUMBER>, or emailed to<EMAIL_ADDRESS>All
comments should be identified with the OMB control number 0910-0130.
Also include the FDA docket number found in brackets in the heading of
this document.

FOR FURTHER INFORMATION CONTACT: For specific questions for FDA related
to this document, contact JonnaLynn Capezzuto, Office of Operations,
Food and Drug Administration, Three White Flint North, 10A63, 11601
Landsdown St., North Bethesda, MD 20852,<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION:

Institutional Review Boards--21 CFR 56.115--OMB Control Number 0910-
0130--Extension

    When reviewing clinical research studies regulated by FDA,
institutional review boards (IRBs) are required to create and maintain
records describing their operations, and make the records available for
FDA inspection when requested. These records include: Written
procedures describing the structure and membership of the IRB and the
methods that the IRB will use in performing its functions; the research
protocols, informed consent documents, progress reports, and reports of
injuries to subjects submitted by investigators to the IRB; minutes of
meetings showing attendance, votes, and decisions made by the IRB, the
number of votes on each decision for, against, and abstaining; the
basis for requiring changes in or disapproving research; records of
continuing review activities; copies of all correspondence between
investigators and the IRB; statement of significant new findings
provided to subjects of the research; and a list of IRB members by
name, showing each member's earned degrees, representative capacity,
and experience in sufficient detail to describe each member's
contributions to the IRB's deliberations; and any employment
relationship between each member and the IRB's institution. This
information is used by FDA in conducting audit inspections of IRBs to
determine whether IRBs and clinical investigators are providing
adequate protections to human subjects participating in clinical
research.
    The recordkeeping requirement burden is based on the following: The
burden for the paragraphs under 21 CFR 56.115 has been considered as
one

estimated burden. This burden estimate assumes that there are
approximately 2,520 IRBs, that each IRB meets on an average of 14.6
times annually, and that approximately 100 hours of person-time per
meeting are required to meet the requirements of the regulation.
    In the Federal Register of November 1, 2016 (81 FR 75826), we
published a 60-day notice requesting public comment on the proposed
extension of this collection of information. No comments were received
in response to the notice.
    FDA estimates the burden of this collection as follows:

                                                   Table 1--Estimated Annual Recordkeeping Burden \1\
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Number of                       Average burden
           21 CFR part 56; subpart D; records and reports               Number of       records per      Total annual         per          Total hours
                                                                      recordkeepers     recordkeeper       records       recordkeeping
--------------------------------------------------------------------------------------------------------------------------------------------------------
56.115.............................................................           2,520             14.6           36,792              100        3,679,200
--------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ There are no capital costs or operating and maintenance costs associated with this collection of information.

    Dated: April 19, 2017.
Anna K. Abram,
Deputy Commissioner for Policy, Planning, Legislation, and Analysis.
[FR Doc. 2017-08327 Filed 4-24-17; 8:45 am]
 BILLING CODE 4164-01-P