Federal Register / Vol. 75, No. 249 / Wednesday, December 29, 2010 / Notices 82119 

21 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 63309 

(November 12, 2010), 75 FR 70756 (the 

‘‘Commission’s Notice’’). 

4See letter from the National Association of 

Independent Public Finance Advisors, dated 

December 9, 2010. 

5 In 2007, the NASD merged with the New York 

Stock Exchange’s regulation committee to form the 

Financial Industry Regulatory Authority, or FINRA. 

See Securities Exchange Act Release No. 56145 

(July 26, 2007), 72 FR 42169 (August 1, 2007). 

6 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). 

7 15 U.S.C. 78o–4(b)(2). 

8 15 U.S.C. 78o–4(b)(2)(C). 

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–NYSEAmex–2010–124 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–NYSEAmex–2010–124. 

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 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– 

NYSEAmex–2010–124 and should be 

submitted on or before January 19, 2011. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.21

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–32734 Filed 12–28–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63599; File No. SR–MSRB– 

2010–16] 

Self-Regulatory Organizations; 

Municipal Securities Rulemaking 

Board; Order Granting Approval of 

Amendments to Rule G–5, on 

Disciplinary Actions by Appropriate 

Regulatory Agencies, Remedial 

Notices by Registered Securities 

Associations; and Rule G–17, on 

Conduct of Municipal Securities 

Activities 

December 22, 2010. 

I. Introduction 

On November 1, 2010, 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 (‘‘Exchange Act’’),1

and Rule 19b–4 thereunder,2 a proposed 

rule change which consists of 

amendments to Rule G–5, on 

disciplinary actions by appropriate 

regulatory agencies, and Rule G–17, the 

Board’s basic fair practice rule, to apply 

the rules to municipal advisors. The 

proposed rule change was published for 

comment in the Federal Register on 

November 18, 2010.3 The Commission 

received one comment letter about the 

proposed rule change which supported 

the proposed rule change.4

This order approves the proposed rule 

change. 

II. Description of the Proposed Rule 

Change 

Rule G–5 currently provides that 

brokers, dealers, and municipal 

securities dealers (‘‘dealers’’) may not 

engage in municipal securities activities 

in contravention of restrictions imposed 

on them by the Commission, a 

registered securities association, or 

another appropriate regulatory agency. 

The purpose of the portion of the 

proposed rule change consisting of 

amendments to Rule G–5 are a) to 

remove a reference to an outdated 

National Association of Securities 

Dealers (‘‘NASD’’) 5 rule and b) to 

provide that municipal advisors and 

their associated persons may not engage 

in the municipal advisory activities 

described in Section 15B(e)(4)(A)(i) and 

(ii) of the Act in contravention of 

restrictions imposed upon them by the 

Commission. 

Rule G–17 currently provides that, in 

the conduct of its municipal securities 

activities, each dealer shall deal fairly 

with all persons and shall not engage in 

any deceptive, dishonest, or unfair 

practice. The purpose of the portion of 

the proposed rule change consisting of 

amendments to Rule G–17 is to apply 

the MSRB’s core fair dealing rule to 

municipal advisors in the same manner 

that it currently applies to dealers. 

A more complete description of the 

proposal is contained in the 

Commission’s Notice. 

The proposed rule change shall be 

effective upon Commission approval. 

III. Discussion and Commission 

Findings 

The Commission has carefully 

considered the proposed rule change 

and finds that the proposed rule change 

is consistent with the requirements of 

the Exchange Act and the rules and 

regulations thereunder applicable to the 

MSRB6 and, in particular, the 

requirements of Section 15B(b)(2) of the 

Exchange Act 7 and the rules and 

regulations thereunder. Section 

15B(b)(2)(C) of the Exchange 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 and municipal 

financial products, to remove 

impediments to and perfect the 

mechanism of a free and open market in 

municipal securities and municipal 

financial products, and, in general, to 

protect investors, municipal entities, 

obligated persons and the public 

interest.8 Section 15B(b)(2)(L) of the 

Exchange Act requires, among other 

things, that the rules of the MSRB not 

impose a regulatory burden on small 

municipal advisors that is not necessary 

or appropriate in the public interest and 

for the protection of investors, 

municipal entities, and obligated 


srobinson on DSKHWCL6B1PROD with NOTICES
82120 Federal Register / Vol. 75, No. 249 / Wednesday, December 29, 2010 / Notices 

9 15 U.S.C. 78o–4(b)(2)(L). 

10 15 U.S.C. 78s(b)(2). 

11 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Section I of the Fee Schedule titled Rebates and 

Fees for Adding and Removing Liquidity in Select 

Symbols contains a list of symbols which apply to 

Section I of the Fee Schedule (‘‘Select Symbols’’). 

4All customer or AON orders submitted by a 

Professional from the same member organization 

that are executed in the same series on the same 

side of the market at the same price within a 300 

second period are aggregated and counted as one 

executed customer or AON option order submitted 

by a Professional. 

5A Cancellation Fee does not apply to pre-market 

cancellations, Complex Orders that are submitted 

electronically, unexecuted Immediate-or-Cancel 

(‘‘IOC’’) customer orders or cancelled customer 

orders that improved the Exchange’s prevailing bid 

or offer (‘‘PBBO’’) market at the time the customer 

orders were received by the Exchange. 

persons, provided that there is robust 

protection of investors against fraud.9

The Commission believes that the 

proposed rule change is consistent with 

Section 15B(b)(2) of the Exchange Act, 

because it provides that: (i) municipal 

advisors shall deal fairly with all 

persons and not engage in any 

deceptive, dishonest, or unfair practice 

and (ii) municipal advisors and their 

associated persons shall not conduct 

municipal advisory activities in 

contravention of restrictions imposed 

upon them by the Commission. Such 

restrictions are, amongst other things, 

consistent with Section 15B(b)(2)(C) of 

the Exchange Act because they are 

designed to prevent fraudulent and 

manipulative acts and practices and to 

promote just and equitable principles of 

trade. The Commission further believes 

that the proposed rule change is 

consistent with Section 15B(b)(2)(L) of 

the Exchange Act because the proposed 

rule change does not impose a 

regulatory burden on small municipal 

advisors that is not necessary or 

appropriate in the public interest and 

the proposed rule change is necessary 

for the robust protection of investors 

against fraud as well as the protection 

of municipal entities and obligated 

persons. Many municipal advisors play 

a key role in the structuring of offerings 

of municipal securities and the 

preparation of offering documents used 

to market those securities to investors. 

In some cases, they advise on the 

appropriateness of municipal financial 

products, including municipal 

derivatives, entered into by municipal 

entities, the effectiveness of which may 

have a substantial impact on the 

finances of those municipal entities. In 

other cases, they solicit municipal 

entities and obligated persons for 

investment advisory business with 

respect to funds held by or on behalf of 

such municipal entity or obligated 

person which, if not conducted 

according to the highest standards, may 

have a substantial effect on the finances 

of the municipal entities and obligated 

persons that control those funds. 

Investors, therefore, have a substantial 

interest in municipal advisors 

conducting their municipal advisory 

activities fairly, not engaging in 

fraudulent conduct, and not engaging in 

municipal advisory activities contrary to 

disciplinary actions imposed by the 

Commission. 

The proposal will become effective 

upon Commission approval. 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Exchange Act,10

that the proposed rule change (SR– 

MSRB–2010–16), be, and it hereby is, 

approved. 

For the Commission, by the Division 

of Trading and Markets, pursuant to 

delegated authority.11

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–32732 Filed 12–28–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63595; File No. SR–Phlx– 

2010–179] 

Self-Regulatory Organizations; 

NASDAQ OMX PHLX LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change Relating to the 

Cancellation Fee 

December 22, 2010. 

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

Securities Exchange Act of 1934 

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

notice is hereby given that on December 

16, 2010, NASDAQ OMX PHLX, Inc. 

(‘‘Phlx’’ or ‘‘Exchange’’) 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 Exchange. 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 Exchange proposes to amend its 

Fee Schedule to eliminate the 

Cancellation Fee for electronically 

delivered customer orders from Section 

II, Equity Options Fees, of the Fee 

Schedule. 

While changes to the Exchange’s Fee 

Schedule pursuant to this proposal are 

effective upon filing, the Exchange has 

designated this proposal to be operative 

for trades occurring on and after January 

3, 2011. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http://nasdaqtrader.com/ 

micro.aspx?id=PHLXfilings, at the 

principal office of the Exchange, 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 

Exchange 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 

Exchange 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 amend the Exchange’s Fee 

Schedule, specifically Section II, Equity 

Options Fees, to eliminate the 

Cancellation Fee for electronically 

delivered customer orders. 

Currently, the Exchange assesses a 

Cancellation Fee on electronically 

delivered Customer order for symbols 

other than the select symbols in Section 

I of the Fee Schedule 3 and Professional 

All-or-None (‘‘AON’’) orders that are 

submitted by a member. The Exchange 

assesses $2.10 per order for each 

cancelled electronically delivered 

customer order and $1.10 per order for 

each cancelled electronically delivered 

AON order submitted by a Professional 

in excess of the number of AON orders 

submitted by a Professional executed on 

the Exchange by a member organization 

in a given month.4 A Cancellation Fee 

is not assessed in a month in which 

fewer than 500 electronically delivered 

customer or AON orders submitted by a 

Professional, respectively, are 

cancelled.5

The Exchange is proposing to amend 

the Cancellation Fee in Section II so that 

the Cancellation Fee would not apply to 


srobinson on DSKHWCL6B1PROD with NOTICES