SEC Amendments to Rule 15c2-12 Establish EMMA Data Service

On December 8, 2008, the Securities and Exchange Commission (SEC) approved amendments to SEC Rule 15c2-12 that designate the Electronic Municipal Market Access (EMMA) data service of the Municipal Securities Rulemaking Board (MSRB) as the only official repository for disclosure filings made by issuers of municipal securities. Such disclosure filings are usually required pursuant to SEC Rule 15c2-12 or the continuing disclosure agreements entered into in connection with bonds or other securities issued by a municipal issuer.

As of July 1, 2009, municipal issuers are required to file all of their continuing disclosure documents – including annual financial information and material event notices – exclusively with EMMA. After July 1, 2009, the current Nationally Recognized Municipal Securities Information Repositories (NRMSIRs) will cease to function as information repositories and municipal issuers will no longer be able to make continuing disclosure filings through the four NRMSIRs or through entities such as Disclosure USA. Until July 1, 2009, municipal issuers should continue to file disclosure documents with the NRMSIRs in order to satisfy their obligations under Rule 15c2-12.

The EMMA website is available at http://emma.msrb.org/.

EMMA Registration

Registration on EMMA will be free. Issuers, obligated persons, and agents will be able to create a unique username and password to use for their disclosure filings. A municipal issuer may choose to use the services of a dissemination agent for disclosure purposes instead of performing disclosure filings themselves. Agents have the ability to register on EMMA and file disclosure documents on behalf of municipal issuers.

Issuers, obligated persons, and agents are encouraged to create accounts in advance of EMMA’s July 1, 2009 effective date. The MSRB has indicated that registration services will be available on or about June 1, 2009.

EMMA Filing Requirements

Filing electronic disclosures with EMMA will be free and password protected. EMMA is an all-electronic system; no paper disclosure documents are accepted by EMMA. All submissions to EMMA must be made in electronic portable document format (PDF), and after July 1, 2010, all PDFs submitted to EMMA must be in a word-searchable PDF format. The MSRB strongly suggests that issuers, obligated persons, and agents submit each continuing disclosure document as a single PDF file, even if the document being submitted has one or more accompanying appendices, exhibits, or tables. Single-file submissions will reduce the risk that the file is accepted in an improper or incomplete format.