Federal Register / Vol. 75, No. 242 / Friday, December 17, 2010 / Notices 79061 

5 15 U.S.C. 78f(b). 

6 15 U.S.C. 78f(b)(5). 

7 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

2. Statutory Basis 

The proposed rule change is 

consistent with Section 6(b) 5 of the Act, 

in general, and furthers the objectives of 

Section 6(b)(5) 6 in particular in that it 

is 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 

facilitating transactions in securities, to 

remove impediments to and perfect the 

mechanism of a free and open market 

and a national market system and, in 

general, to protect investors and the 

public interest. More specifically, the 

Exchange believes that the proposed 

rule change will permit the Corporation 

to respond to the stockholder proposal 

submitted to it while also ensuring 

ongoing regulatory comfort concerning 

balanced representation in the 

governance of the Corporation which 

will thereby contribute to perfecting the 

mechanism of a free and open market 

and a national market system, consistent 

with the protection of investors and the 

public interest. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange 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. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received from 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 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 or disapprove 

the proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number SR–NYSE–2010–77 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–NYSE–2010–77. 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 Web site viewing and 

printing in the Commission’s Public 

Reference Room, 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 Exchange. 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–NYSE–2010–77 and should 

be submitted on or before January 7, 

2011. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.7

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–31684 Filed 12–16–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63533; File No. SR–MSRB– 

2010–17] 

Self-Regulatory Organizations; 

Municipal Securities Rulemaking 

Board; Notice of Filing of Amendments 

to Rule A–3, on Membership on the 

Board 

December 13, 2010. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on November 

30, 2010, the Municipal Securities 

Rulemaking Board (‘‘Board’’ or ‘‘MSRB’’) 

filed with the Securities and Exchange 

Commission (‘‘SEC’’ or ‘‘Commission’’) 

the proposed rule change as described 

in Items I, II and III below, which Items 

have been prepared by the MSRB. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The MSRB is filing with the SEC a 

proposed rule change consisting of 

amendments to Rule A–3, on 

membership on the Board, in order to 

establish a Nominating Committee in 

compliance with MSRB transitional 

Rule A–3(i). 

The text of the proposed rule change 

is available on the MSRB’s Web site at 

http://www.msrb.org/Rules-andInterpretations/SEC-Filings/2010- 

Filings.aspx, 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 


emcdonald on DSK2BSOYB1PROD with NOTICES
79062 Federal Register / Vol. 75, No. 242 / Friday, December 17, 2010 / Notices 

3See Exchange Act Release No. 63025 (Sep. 30, 

2010), 75 FR 61806 (Oct. 6, 2010). 

4 In order to ensure balance on the committee and 

reflect the breadth of public representatives on the 

Board, the proposal would require one to three 

committee members be selected from Board 

members who are not representative of municipal 

entities or investors. 

5 In some cases, a person may be recommended 

to the MSRB for membership on the Board but he 

or she may not wish to be considered. Any person 

who declines to be considered would not be treated 

as an applicant and his or her name would not be 

published. 

in Item IV below. The Board 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 

The purpose of the proposed rule 

change is to make changes to MSRB 

Rule A–3(c) as are necessary and 

appropriate prior to the creation of the 

Nominating Committee of the MSRB 

(hereinafter, ‘‘Nominating and 

Governance Committee’’). On September 

30, 2010, the SEC approved MSRB Rule 

A–3(i), a transitional rule for MSRB 

fiscal year 2011 intended to implement 

the requirements of the Dodd-Frank 

Wall Street Reform and Consumer 

Protection Act, Public Law 111–203, 

124 Stat. 1376 (2010) (the ‘‘Dodd-Frank 

Act’’).3 The transitional rule provides 

that on or after October 1, 2010, and 

prior to the formation of the Nominating 

Committee for purposes of nominating 

Board members for fiscal year 2012, the 

Board will amend the provisions of Rule 

A–3(c) to (a) reflect the composition of 

the Board as provided under the DoddFrank Act, (b) assure that the 

Nominating Committee will be 

composed of a majority of public 

members and will have fair 

representation of broker-dealers, bank 

dealers, and municipal advisors, and (c) 

reflect such other considerations 

consistent with the provisions of 

Section 15B of the Act and the DoddFrank Act as the Board deems 

appropriate. The proposed rule change 

is intended to amend Rule A–3(c) to 

comply with the requirements of 

transitional Rule A–3(i), as approved by 

the SEC. 

Amendments to Rule A–3(c) 

Consistent with Rule A–3(i), the 

Nominating and Governance Committee 

would consist of eleven members, six of 

whom would be public members and 

five of whom would be industry 

members. The Chair of the Committee 

would be a public member. Establishing 

an eleven member committee will allow 

for fair representation of regulated 

entities by reserving five positions for 

brokers, dealers, municipal securities 

dealers and municipal advisors. 

Each constituency identified in the 

Dodd-Frank Act would be guaranteed a 

minimum of one seat on the Nominating 

and Governance Committee but the 

level of each constituency would be 

capped to avoid overweighting of any 

one over the others. 

These ranges of membership are as 

follows: 

• Six public members consisting of 

(a) At least one, but no more than three, 

representative of institutional or retail 

investors; (b) at least one, but no more 

than three, representative of municipal 

entities; (c) at least one, but no more 

than three, members of the public with 

knowledge of or experience in the 

municipal industry and not 

representative of investors or municipal 

entities; 4 and 

• five regulated members, consisting 

of (a) at least one, but no more than two, 

representative of broker-dealers; (b) at 

least one, but no more than two, 

representative of bank dealers; and (c) at 

least one, but no more than two, 

representative of non-dealer municipal 

advisors. 

The Board believes this formulation is 

consistent with the Dodd-Frank Act and 

Rule A–3(i) in that it provides for a 

majority of public members on the 

Committee and fair representation of 

regulated entities. The MSRB also 

believes it is important that the Chair of 

the Nominating and Governance 

Committee be a public member, both as 

a governance best practice and in 

recognition of the majority of public 

members on the Board, as mandated by 

the Dodd-Frank Act. 

The Board also proposes certain 

administrative amendments to Rule 

A–3(c). First, the rule change provides 

that members may serve staggered 

terms, which are terms that do not 

commence and conclude on the same 

date thereby creating groups or classes 

of directors. The Board had been 

divided previously into three classes of 

five members per class. Each year, one 

class would conclude its service. In 

order to comply with the Dodd-Frank 

Act, the Board modified this structure to 

accommodate a 21 member Board. 

While the terms are staggered currently, 

the new group of 11 Board members is 

serving a two year transitional term, 

while the other members continue to 

serve three year terms. The Board is 

currently evaluating the appropriate 

term for new Board members, but 

expects that terms will continue to be 

staggered in order to relieve the burden 

on the Nominating and Governance 

Committee of replacing the entire Board 

in any one year and in order to ensure 

the continuity and consistency of the 

Board. 

Next, the proposed rule change 

reflects that Board members may only 

serve consecutive terms under two 

scenarios: (a) By invitation from the 

Nominating and Governance Committee 

due to special circumstances as 

determined by the Board, such as where 

a Board member possesses special 

expertise needed by the Board that is 

not possessed by other Board members 

or generally by persons in the pool of 

potential candidates for Board 

membership; or (b) having filled a 

vacancy under Rule A–3(e) and, 

therefore, served only a partial term. 

The Board also proposes revisions to 

Rule A–3(c) to provide that it will solicit 

nominations for Board membership in a 

financial journal having national 

circulation among members of the 

municipal securities industry, as well as 

a financial journal having general 

national circulation. This change is 

proposed because potential public 

members and certain types of municipal 

advisors may not read municipal 

securities newspapers or periodicals 

regularly. Finally, the Board proposes 

changes to Rule A–3(c) to require the 

publishing on the Board’s Web site of 

the names of all applicants for Board 

membership.5 Such publication is 

intended to make the nominating 

process more transparent. Some 

commentators on the transitional Rule 

A–3 amendments made suggestions 

regarding improving transparency of the 

MSRB’s election process, and the Board 

believes the practice of publishing the 

names of all Board applicants will 

provide more transparency regarding 

the nominating process. 

2. Statutory Basis 

The MSRB has adopted the proposed 

rule change pursuant to Section 

15B(b)(2)(B) of the Act, which provides 

that the MSRB’s rules shall: 

establish fair procedures for the 

nomination and election of members of the 

Board and assure fair representation in such 

nominations and elections of public 

representatives, broker dealer 

representatives, bank representatives, and 

advisor representatives. 

The MSRB believes that the proposed 

rule change is consistent with Section 

15B(b) of the Act, as amended by the 

Dodd-Frank Act, in that it would 

provide for the creation of an MSRB 

Nominating and Governance Committee 


emcdonald on DSK2BSOYB1PROD with NOTICES
Federal Register / Vol. 75, No. 242 / Friday, December 17, 2010 / Notices 79063 

6 17 CFR 200.30–3(a)(12). 

that reflects the composition of the 

Board as provided under the DoddFrank Act and would assure that the 

Nominating and Governance Committee 

be composed of a majority of public 

members and have fair representation of 

broker-dealers, bank dealers, and 

municipal advisors, consistent with 

MSRB Rule A–3(i) as approved by the 

SEC. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Board does not believe that the 

proposed rule change will impose any 

burden on competition not necessary or 

appropriate in furtherance of the 

purposes of the Act since it is solely 

concerned with the administration of 

the MSRB and, in any event, provides 

for fair representation on the 

Nominating and Governance Committee 

of public representatives, broker dealer 

representatives, bank dealer 

representatives and municipal advisor 

representatives. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received from 

Members, Participants, or Others 

Written comments were neither 

solicited nor received on the proposed 

rule change. 

III. Date Of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 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 or disapprove 

such proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should 

be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. The 

Commission seeks comment on all 

aspects of the MSRB’s proposed rule 

change, including the proposed 

composition of the Nominating and 

Governance Committee and whether the 

number and proportion of public 

representatives, broker-dealer 

representatives, bank representatives, 

and advisor representatives is 

appropriate. Because the MSRB, under 

the Dodd-Frank Act, is now proposing 

and adopting rules with respect to the 

activities of two distinct categories of 

market participants—municipal 

securities dealers and municipal 

securities advisors—the Commission 

seeks comment on whether the 

proposed structure of the MSRB 

Nominating and Governance Committee 

will assure that the interests of each 

constituency are fairly represented. Are 

there alternative Nominating and 

Governance Committee structures or 

other arrangements that would better 

achieve these goals? Is the proposed 

process for soliciting nominations for 

Board membership an appropriate 

method of identifying applicants? Will 

the nomination process be sufficiently 

transparent? 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 rulecomments@sec.gov. Please include File 

Number SR–MSRB–2010–17 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–2010–17. 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 Web site viewing and 

printing 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–2010–17 and should 

be submitted on or before January 7, 

2011. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.6

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–31685 Filed 12–16–10; 8:45 am] 

BILLING CODE 8011–01–P 

SMALL BUSINESS ADMINISTRATION 

[Disaster Declaration #12411 and #12412] 

Maryland Disaster #MD–00014 

AGENCY: U.S. Small Business 

Administration. 

ACTION: Notice. 

SUMMARY: This is a notice of an 

Administrative declaration of a disaster 

for the State of Maryland dated 12/09/ 

2010. 

Incident: Severe Storms and a 

Tornado. 

Incident Period: 11/17/2010. 

Effective Date: 12/09/2010. 

Physical Loan Application Deadline 

Date: 02/07/2011. 

Economic Injury (EIDL) Loan 

Application Deadline Date: 09/09/2011. 

ADDRESSES: Submit completed loan 

applications to: U.S. Small Business 

Administration, Processing and 

Disbursement Center, 14925 Kingsport 

Road, Fort Worth, TX 76155. 

FOR FURTHER INFORMATION CONTACT: A. 

Escobar, Office of Disaster Assistance, 

U.S. Small Business Administration, 

409 3rd Street, SW., Suite 6050, 

Washington, DC 20416. 

SUPPLEMENTARY INFORMATION: Notice is 

hereby given that as a result of the 

Administrator’s disaster declaration, 

applications for disaster loans may be 

filed at the address listed above or other 

locally announced locations. 

The following areas have been 

determined to be adversely affected by 

the disaster: 

Primary City: Baltimore City. 

Contiguous Counties: 

Maryland: Anne Arundel, Baltimore. 

The Interest Rates are: 

Percent 

For Physical Damage: 


emcdonald on DSK2BSOYB1PROD with NOTICES