
[Federal Register: January 5, 2010 (Volume 75, Number 2)]
[Notices]               
[Page 492-497]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr05ja10-152]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-61238; File No. SR-MSRB-2009-09]

 
Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing of Amendment No. 1 to Proposed Rule Change 
Relating to Rule G-32, on Disclosures in Connection With Primary 
Offerings, Form G-32, and the Primary Market Disclosure and Primary 
Market Subscription Services of the MSRB's Electronic Municipal Market 
Access System (EMMA[supreg])

December 23, 2009.
    On July 14, 2009, the Municipal Securities Rulemaking Board 
(``MSRB'') 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 relating to Rule G-32, on disclosures in 
connection with primary offerings, Form G-32, and the primary market 
disclosure and primary market subscription services of the MSRB's 
Electronic Municipal Market Access System (EMMA[supreg]). The proposed 
rule change was published for comment in the Federal Register on July 
22, 2009.\3\ On December 18, 2009, the MSRB filed with the Commission 
Amendment No. 1 to the proposed rule change. The Commission is 
publishing this notice of Amendment No. 1 to solicit comments on the 
proposed rule change, as amended, from interested persons.
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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. 60314 (July 15, 
2009), 74 FR 36300.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The MSRB has filed with the Commission the amendment to File No. 
SR-MSRB-2009-09, originally filed on July 14, 2009 (the ``original 
proposed rule change''). The amendment amends and restates the original 
proposed rule change relating to Rule G-32, on disclosures in 
connection with primary offerings, Form G-32, and the primary market 
disclosure and primary market subscription services of the MSRB's 
Electronic Municipal Market Access system (``EMMA'') (as amended, the 
``proposed rule change''). The proposed rule change would require 
brokers, dealers and municipal securities dealers (``dealers'') acting 
as underwriters, placement agents or remarketing agents for primary 
offerings of municipal

[[Page 493]]

securities (``underwriters'') to provide to EMMA, and to make available 
on the EMMA web portal and through the EMMA primary market subscription 
service, information about whether the issuer or other obligated person 
has undertaken to provide continuing disclosures, the identity of any 
obligated persons other than the issuer, and the timing by which such 
issuers or obligated persons have agreed to provide annual financial 
and operating data. The MSRB requests an effective date for the 
proposed rule change of a date to be announced by the MSRB in a notice 
published on the MSRB Web site, which date shall be no later than nine 
months after Commission approval of the proposed rule change and shall 
be announced no later than sixty (60) days prior to the effective date.
    The text of the proposed rule change is available on the MSRB's web 
site at http://www.msrb.org/msrb1/sec.asp, at the MSRB's principal 
office, and at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the MSRB included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The MSRB has prepared summaries, set forth in sections 
A, B, and C below, of the most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    This amendment makes certain modifications to the original proposed 
rule change based on comments received on the original proposed rule 
change, as described below.
    The proposed rule change would amend Rule G-32 and Form G-32 to 
require underwriters of primary offerings of municipal securities to 
submit to the MSRB's EMMA system, as part of their primary offering 
submission obligation under Rule G-32(b), certain key items of 
information relating to continuing disclosure undertakings made by 
issuers and other obligated persons in connection with such primary 
offerings. These items of information would be made available to the 
public through the EMMA web portal and are intended to inform investors 
in advance whether continuing disclosures will be made available with 
respect to a particular municipal security, from and about whom such 
continuing disclosures are expected to be made, and the timing by which 
such disclosures should be made available.
    The items of information regarding continuing disclosure 
undertakings to be provided by underwriters through Form G-32 would 
include:
     Whether the issuer or other obligated persons have agreed 
to undertake to provide continuing disclosure information as 
contemplated by Securities Exchange Act Rule 15c2-12;
     The name of any obligated person, other than the issuer of 
the municipal securities, that has or will undertake, or is otherwise 
expected to provide, continuing disclosure as identified in the 
continuing disclosure undertaking; \4\
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    \4\ In response to the comments received on the original 
proposed rule change, as discussed below, this amendment modifies 
the original proposed rule change by conforming the definition of 
obligated person more closely with the definition used in Rule 15c2-
12 and by making clear that the obligated persons to be identified 
are those that are specifically identified in the continuing 
disclosure undertaking.
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     The timing set forth in the continuing disclosure 
undertaking, pursuant to Rule 15c2-12(b)(5)(ii)(C) or otherwise, for 
the submission of annual financial information each year by the issuer 
and/or any obligated persons to the EMMA system, either as a specific 
date or as the number of days or months after a specified end date of 
the issuer's or obligated person's fiscal year.\5\
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    \5\ In response to comments previously received by the MSRB, as 
discussed below, this amendment modifies the original proposed rule 
change by permitting this information to be provided as the number 
of days or months after the end of the fiscal year, if the fiscal 
year end date is also submitted, as an alternative to submission of 
the specific deadline date as provided in the original proposed rule 
change.
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    This amendment modifies the original proposed rule change by 
eliminating the proposed requirement to submit contact information for 
a representative of the issuer and/or any obligated persons for 
purposes of establishing continuing disclosure submission accounts for 
such issuer and/or obligated persons in connection with their 
submissions to the EMMA system. Underwriters currently are able to 
provide contact information for issuer or obligated person 
representatives with respect to current and past primary offerings 
through EMMA on a voluntary basis and the MSRB believes that this 
process has been effective.
    The name or names of obligated persons to be provided would be of 
the entity acting as an obligated person identified in the continuing 
disclosure undertaking, not an individual at such entity, unless the 
obligated person is in fact an individual. The timing for submission of 
annual financial information could be provided either as a specific 
date each year (i.e., month and day, such as June 30) or the number of 
days or months after the end of the fiscal year (i.e., 120 days after 
the end of the fiscal year). The underwriter could use the day/month 
count alternative only if the underwriter also submits the day on which 
the issuer's or obligated person's fiscal year ends (i.e., month and 
day, such as June 30). If annual financial information is expected to 
be submitted by more than one entity and such information is expected 
to be submitted by different deadlines, each such deadline would be 
provided matched to the appropriate issuer and/or obligated person.
    The underwriter would be required to provide information regarding 
whether the issuer or other obligated persons has agreed to undertake 
to provide continuing disclosure information as contemplated by Rule 
15c2-12 by no later than the date of first execution of transactions in 
municipal securities sold in the primary offering. The remaining items 
of information would be required to be provided by the closing date of 
the primary offering. Until closing, the underwriter would be required 
to update promptly any information it has previously provided on Form 
G-32 which may have changed or to correct promptly any inaccuracies in 
such information, and would be responsible for ensuring that such 
information provided by it is accurate as of the closing date. So long 
as the underwriter has provided such information accurately as of the 
closing date, it would not be obligated to update the information 
provided if there are any subsequent changes to such information, such 
as additions, deletions or modifications to the identities of obligated 
persons or changes in the timing for providing annual financial 
information. Issuers and obligated persons will be able to make changes 
to such information through their submission accounts established in 
connection with EMMA's continuing disclosure service.
    Information regarding whether an offering is subject to a 
continuing disclosure undertaking, the names of obligated persons and 
the deadlines for providing annual financial information would be 
displayed on the EMMA Web portal and also would be included in EMMA's 
primary market disclosure subscription service. These items are

[[Page 494]]

intended to provide investors and others with information on the 
expected availability of disclosures following the initial issuance of 
the securities. In particular, users of the EMMA Web portal would be 
able to determine which obligated persons are expected to submit annual 
financial information, audited financial statements and material event 
notices on an on-going basis, as well as the date each year by which 
they should expect to have access to the annual financial information.
    As noted above, the MSRB has requested an effective date for the 
proposed rule change of a date to be announced by the MSRB in a notice 
published on the MSRB Web site, which date shall be no later than nine 
months after Commission approval of the proposed rule change and shall 
be announced no later than sixty (60) days prior to the effective date.
2. Statutory Basis
    The MSRB believes that the proposed rule change is consistent with 
the provisions of Section 15B(2)(C) of the Act,\6\ which requires, 
among other things, that MSRB rules must 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.
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    \6\ 15 U.S.C. 78o-4(b)(2)(C).
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    The MSRB believes that the proposed rule change is consistent with 
the Act in that it serves to remove impediments to and help perfect the 
mechanisms of a free and open market in municipal securities and would 
serve to promote the statutory mandate of the MSRB to protect investors 
and the public interest. The information that underwriters would 
provide and that would be made available to the public with regard to 
the continuing disclosure undertakings of issuers and obligated persons 
would assist investors to understand whether and when they should 
expect to have access to key continuing disclosure information in the 
future. Investors and other market participants would be able to 
include such assessment of on-going access to information in the mix of 
factors upon which they may evaluate their investment decisions.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The MSRB does not believe the proposed rule change would impose any 
burden on competition not necessary or appropriate in furtherance of 
the purposes of the Act. The additional items of information submitted 
by underwriters to the EMMA system for public dissemination would be 
available to all persons simultaneously. In addition to making such 
information available for free on the EMMA Web portal to all members of 
the public, the MSRB would make such documents and information 
available by subscription on an equal and non-discriminatory basis. 
Further, the proposed rule change would apply equally to all 
underwriters. Specifically, the addition of these items of information 
to the existing EMMA primary market submission process would not 
compete with other information providers and, to the extent other 
information providers were to seek to make such information available 
to the public, such providers could obtain the information from the 
MSRB through the subscription service on an equal and non-
discriminatory basis. The proposed rule change also would not impose 
any additional burdens on competition among issuers of municipal 
securities since the proposed rule change does not impose any direct or 
indirect obligations on issuers but merely provides for disclosure of 
information by underwriters regarding continuing disclosure 
undertakings entered into under Rule 15c2-12.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants or Others

    In a notice published by the MSRB on January 31, 2008, the MSRB 
described its plan for implementing a continuing disclosure service 
that would be integrated into other services to be offered through EMMA 
(the ``MSRB Notice'').\7\ In particular, the MSRB stated its plan to 
institute the continuing disclosure service to accept submissions of 
continuing disclosure information in a designated electronic format 
directly from issuers, obligated persons and their designated agents 
acting on their behalf. Among other things, the notice sought comment 
on whether underwriters for new issues should be required to submit to 
the MSRB information about (i) whether a continuing disclosure 
undertaking exists, (ii) the identity of any obligated persons other 
than the issuer, and (iii) the date identified in the continuing 
disclosure undertaking by which annual financial information is 
expected to be disseminated. Such information would be provided by 
underwriters through the same information submission process as, and 
simultaneously with, the information to be provided in connection with 
official statement submissions. The notice also asked whether other 
items of information should be required, such as the identify of 
designated agents for submitting continuing disclosure or the criteria 
for identifying obligated persons subject to the continuing disclosure 
obligations.
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    \7\ See MSRB Notice 2008-05 (January 31, 2008).
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    In addition, the original proposed rule change was published by the 
Commission for comment in the Federal Register and the Commission 
received comments from six commentators.\8\
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    \8\ See Securities Exchange Act Release No. 60314 (July 15, 
2009) (File No. SR-MSRB-2009-09), 74 FR 36300 (July 22, 2009). The 
Commission received comments from the Connecticut State Treasurer 
(``Connecticut''); Investment Company Institute (``ICI''); National 
Association of Bond Lawyers (``NABL''); Regional Bond Dealers 
Association (``RBDA''); Securities Industry and Financial Markets 
Association (``SIFMA''); and Virginia Government Finance Officers' 
Association (``VGFOA''). The comment letters received by the 
Commission are posted on the Commission's Web site at http://
www.sec.gov/comments/sr-msrb-2009-09/msrb200909.shtml.
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General
    Four commentators on the MSRB Notice provided comments on the issue 
of underwriter submission of information relating to the issuer's 
continuing disclosure obligations.\9\ First Southwest supported 
requiring the submission of the three items of information identified 
in the MSRB Notice and stated that no other information in addition to 
the three items listed in the notice should be required. NABL, NAHEFFA 
and SIFMA provided comments on the items relating to identification of 
obligated persons and the date on which annual financial information is 
expected to be disseminated.
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    \9\ National Association of Health and Educational Facilities 
Finance Authorities (``NAHEFFA''); First Southwest Company (``First 
Southwest''); NABL; and SIFMA.
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    In connection with the original proposed rule change, Connecticut, 
ICI and VGFOA were generally supportive. Connecticut stated that the 
original proposed rule change would make municipal disclosure more 
transparent, efficient, consistent, comparable and accessible to 
investors, including individual investors in particular. ICI stated 
that the original proposed rule change would ensure the accessibility 
and improve the utility of continuing disclosure information for 
investors and

[[Page 495]]

would further enhance transparency in the municipal securities market.
    RBDA was supportive of the goal of the original proposed rule 
change but suggested that underwriters be required to submit a copy of 
the continuing disclosure undertaking rather than to input fielded 
information. SIFMA opposed the original proposed rule change. Both RBDA 
and SIFMA expressed concern that requiring underwriters to extract 
information from documents could result in admission of erroneous 
information to EMMA and would be an undue burden and risk on 
underwriters. ICI stated, however, that it believes that the benefits 
to investors stemming from the original proposed rule change would 
outweigh the perceived costs and risks. RBDA distinguished the type of 
fielded information currently required to be submitted by underwriters 
to EMMA, characterized as data necessary to create such basic record of 
the new issue, from the type of information proposed to be collected 
through the original proposed rule change, which RBDA characterized as 
unnecessary for creating the record in EMMA. SIFMA stated that the 
continuing disclosure undertaking is already required to be summarized 
in the official statement available through EMMA and that extracting 
information from the official statement would effectively discourage 
investors from having to read the official statement itself. SIFMA 
further stated that, if the MSRB wants to highlight issuers' continuing 
disclosure obligations, this can be done by creating a best practices 
standard. Finally, SIFMA urged the MSRB to commit to making EMMA 
compatible with information underwriters are providing to the 
Depository Trust and Clearing Corporation's New Issue Information 
Dissemination System (``NIIDS'').
    NABL did not state a position regarding the original proposed rule 
change but cautioned that the ``reasonable determination'' standard of 
Rule 15c2-12 with regard to whether a continuing disclosure undertaking 
in conformity with the rule has been entered into should not be altered 
by the original proposed rule change. NABL also suggested that a more 
complete analysis of the MSRB's statutory authority for adopting the 
original proposed rule change be provided.
    The MSRB continues to believe that collecting and displaying on the 
EMMA web portal the existence of a continuing disclosure obligation, 
the names of any obligated persons other than the issuer, and the 
deadline for submission of annual financial and operating data, all as 
fielded information rather than merely as information provided within 
documents, would provide significant benefits to investors and other 
market participants. The close proximity of this information to the 
links to posted continuing disclosure documents on the EMMA web portal 
would assist investors with understanding whether and when they should 
expect to have access to key continuing disclosure information in the 
future and about whom such information is expected to be provided. 
Investors and other market participants would be able to include an 
assessment of on-going access to information along with other factors 
upon which they may evaluate their investment decisions. The MSRB is 
firmly of the belief that the proposed rule change is within its 
statutory authority and notes that an MSRB rule change or system 
requirement would not have the effect of altering any obligations or 
standards under Rule 15c2-12 or any other Commission rule.
Existence of Continuing Disclosure Obligation
    The original proposed rule change would require the underwriter to 
provide, on amended Form G-32, information on whether the issuer or 
other obligated persons have agreed to undertake to provide continuing 
disclosure information as contemplated by Rule 15c2-12. None of the 
commentators expressly opposed disclosure of whether a continuing 
disclosure undertaking has been entered into in connection with a 
primary offering, although RBDA preferred that such information be 
conveyed through a filing of the document by the underwriter and SIFMA 
preferred that EMMA users determine this information by reading the 
official statement.
    This amendment does not modify this proposed requirement.
Identification of Obligated Persons
    With respect to identification of obligated persons, NABL and SIFMA 
noted in their comments on the MSRB Notice that only those obligated 
persons for whom financial or operating data is provided in the 
official statement are relevant. NABL suggested only requiring 
underwriters ``to identify those persons expressly specified in the 
continuing disclosure undertaking who will be required to make 
continuing disclosure filings or to state that such persons will be 
determined by the functional descriptions contained in the continuing 
disclosure undertaking.'' SIFMA stated that a requirement for the 
underwriter to provide such information is ``unnecessarily complicated 
since the official statement itself, which is on the portal, has a 
summary paragraph stating who will be filing continuing disclosure and 
where it will be filed.''
    The original proposed rule change would require the underwriter to 
provide, on amended Form G-32, the name of any obligated person, other 
than the issuer of the municipal securities, that has or will 
undertake, or is otherwise expected to provide, continuing disclosure 
pursuant to the continuing disclosure undertaking. The original 
proposed rule change made clear that underwriters would be required to 
provide the name of only those obligated persons that would be 
providing continuing disclosures pursuant to the continuing disclosure 
undertaking, rather than all obligated persons regardless of whether 
such obligated persons will be providing disclosure information. 
Connecticut noted that, for some issues, obligated persons can change 
over time and that it is unclear whether the original proposed rule 
change accommodates this possibility. NABL supported the MSRB's 
formulation that the rule would require only that underwriters provide 
the name of any obligated person (other than the issuer) that would be 
providing continuing disclosures pursuant to the continuing disclosure 
undertaking, rather than all obligated persons regardless of whether 
such obligated persons will be providing disclosure information. NABL 
recommended that this requirement be viewed as a mechanical reporting 
provision requiring the underwriter to report which persons are 
identified in the continuing disclosure agreement as being responsible 
for providing continuing disclosures (or that such persons will be 
determined by the functional descriptions in the continuing disclosure 
undertaking) and that underwriters not be required to make a legal 
determination as to whether any such person is an obligated person 
within the meaning of Rule 15c2-12. NABL also recommended that the 
definition of obligated person more closely mirror the definition 
thereof in Rule 15c2-12.
    The MSRB believes that collecting the identity of obligated persons 
in a fielded manner that permits automated indexing and search 
functions is an important feature that would make the EMMA web portal 
considerably more useful for users. Such indexed information would 
assist EMMA web users in finding some or all of the offerings for a 
particular obligated person, thereby allowing the user to review the 
continuing disclosure undertakings that more fully spell out

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how the continuing disclosure obligations will be fulfilled.
    The MSRB has determined to modify the definition of obligated 
person in proposed Rule G-32(d)(xiii) to more closely conform to the 
definition thereof in Rule 15c2-12(f)(10) to avoid any definitional 
ambiguity. Furthermore, this amendment would modify Form G-32 to 
explicitly provide that the obligated persons to be identified are 
those that are specifically identified in the continuing disclosure 
undertaking. The MSRB emphasizes that the underwriter's obligation is 
solely to provide the identities of those obligated persons who have a 
specific commitment under the continuing disclosure agreement to 
provide continuing disclosures. Underwriters would not be required to 
undertake any independent analysis of what other persons might be 
covered, to submit descriptions of bases for determining future 
obligated persons, or to maintain the currency of the list of obligated 
persons beyond the closing date.\10\
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    \10\ Issuers and obligated persons will be able to make changes 
to such information through their submission accounts established in 
connection with EMMA's continuing disclosure service.
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Deadline for Annual Filing and End of Fiscal Year
    With respect to the expected date of filing of annual financial 
information as described in the MSRB Notice, NABL and SIFMA questioned 
the value of providing this information. NABL noted that the 
information is already provided in the official statement's description 
of the continuing disclosure undertaking and can become confusing if 
several obligated persons are required to file annual filings on 
different dates, while SIFMA noted that the information can be vague, 
often based on a stated period of time following the end of a fiscal 
year, and will become readily apparent based on the pattern of posting 
over time. NAHEFFA sought clarification of the purpose for requiring 
this date and requested that the data entry be flexible enough to 
reflect a deadline measured from the end of a fiscal year or other 
milepost, rather than a date certain.
    The original proposed rule change would require the underwriter to 
provide, on amended Form G-32, the date or dates identified in the 
continuing disclosure undertaking, pursuant to Rule 15c2-
12(b)(5)(ii)(C) or otherwise, by which annual financial information is 
expected to be submitted each year by the issuer and/or any obligated 
persons to the EMMA system. Other than RBDA's and SIFMA's concerns 
about extraction of information from the continuing disclosure 
undertaking or the official statement, none of the commentators on the 
original proposed rule change expressly opposed disclosure of the 
submission date for the filing of annual financial information.
    The MSRB believes that there is considerable value in providing the 
deadline for submission of annual financial information in a manner 
that is extracted from the official statement. This would permit 
investors and the general public to readily identify when such 
disclosures should become available from each issuer or obligated 
person expected to provide the annual filings. Issuers and obligated 
persons would be able to update the timing requirement, as well as the 
identity of any obligated persons, through EMMA as appropriate.
    The MSRB has further considered the comments on the MSRB Notice 
with respect to potential difficulties in specifying a date certain for 
the filing of annual financial information in certain circumstances. As 
a result, the MSRB has determined to modify this provision to provide a 
new alternative method for reporting the deadline for submissions of 
annual financial and operating data based on the disclosed end of 
fiscal year, so that underwriters could disclose as the submission 
deadline either a specific date each year (i.e., month and day, such as 
June 30) or the number of days or months after the end of the fiscal 
year (i.e., 120 days after the end of the fiscal year). The underwriter 
could use the day/month count alternative only if the underwriter also 
submits the day on which the issuer's or obligated person's fiscal year 
ends (i.e., month and day, such as June 30). Form G-32 would be 
modified to allow for submission of this new data element.
Issuer/Obligated Person Contact Information
    The original proposed rule change would require the underwriter to 
provide, on amended Form G-32, contact information for a representative 
of the issuer and/or any obligated persons for purposes of establishing 
continuing disclosure submission accounts for such issuer and/or 
obligated persons in connection with their submissions to the EMMA 
system. Connecticut requested that the current voluntary process for 
providing contact information for representatives of the issuer or 
obligated person for purposes of establishing EMMA submission accounts 
not be made mandatory.
    The MSRB believes that its current voluntary process has been 
effective and therefore this amendment would eliminate from Form G-32 
the requirement that underwriters provide the contact information for a 
representative of the issuer and/or any obligated person.

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

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

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change, as amended by Amendment No. 1, 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 rule-comments@sec.gov. Please include 
File Number SR-MSRB-2009-09 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-MSRB-2009-09. 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,\11\ all subsequent amendments, 
all written statements with respect to the proposed rule change that 
are filed with the Commission, and all written

[[Page 497]]

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 the 
filing also will be available for inspection and copying at the 
principal office of the MSRB. All comments received will be posted 
without change; the Commission does not edit personal identifying 
information from submissions. You should submit only information that 
you wish to make available publicly. All submissions should refer to 
File Number SR-MSRB-2009-09 and should be submitted on or before 
January 26, 2010.
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    \11\ The text of Amendment No. 1 to the proposed rule change is 
available on the Commission's Web site at http://www.sec.gov/.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\
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    \12\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-31205 Filed 1-4-10; 8:45 am]

BILLING CODE 8011-01-P
