Federal Register / Vol. 75, No. 164 / Wednesday, August 25, 2010 / Notices 52383 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4 15 U.S.C. 78s(b)(2). 

5See Securities Exchange Act Release Nos. 62330 

(June 21, 2010), 75 FR 36725 (June 28, 2010); 62331 

(June 21, 2010), 75 FR 36746 (June 28, 2010); 62332 

(June 21, 2010), 75 FR 36749 (June 28, 2010); 62333 

(June 21, 2010), 75 FR 36759 (June 28, 2010); 62334 

(June 21, 2010), 75 FR 36732 (June 28, 2010); 62336 

(June 21, 2010), 75 FR 36743 (June 28, 2010); 62337 

(June 21, 2010), 75 FR 36739 (June 28, 2010); 62338 

(June 21, 2010), 75 FR 36762 (June 28, 2010); 62339 

(June 21, 2010), 75 FR 36765 (June 28, 2010); 62340 

(June 21, 2010), 75 FR 36768 (June 28, 2010); and 

62342 (June 21, 2010), 75 FR 36752 (June 28, 2010). 

6See Securities Exchange Act Release No. 62335 

(June 21, 2010), 75 FR 37494 (June 29, 2010). 

7The Exchanges submitted through the 

Commission’s Electronic Form 19b–4 Filing System 

extensions of the time period for Commission 

action through August 16, 2010. 

8 15 U.S.C. 78s(b)(2). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 62489 

(July 13, 2010), 75 FR 41909 (July 19, 2010) 

(‘‘Commission’s Notice’’). 

4See letter from Steve Apfelbacher, President, 

National Association of Independent Public 

Finance Advisors (‘‘NAIPFA’’), dated August 9, 

2010. 

5Under Exchange Act Rule 15c2–12(b)(5)(i)(C), 

notices of the following events currently are 

required to be submitted to the MSRB, if material: 

principal and interest payment delinquencies; nonpayment 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. 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–62730; File Nos. SR–BATS– 

2010–016; SR–BX–2010–040; SR–CBOE– 

2010–056; SR–CHX–2010–13; SR–EDGA– 

2010–03; SR–EDGX–2010–03; SR–ISE– 

2010–62; SR–NASDAQ–2010–076; SR–NSX– 

2010–07; SR–NYSE–2010–47; SR– 

NYSEAmex–2010–60; SR–NYSEArca– 

2010–58] 

Self-Regulatory Organizations; BATS 

Exchange, Inc.; NASDAQ OMX BX, 

Inc.; Chicago Board Options 

Exchange, Incorporated; Chicago 

Stock Exchange, Inc.; EDGA 

Exchange, Inc.; EDGX Exchange, Inc.; 

International Securities Exchange LLC; 

The NASDAQ Stock Market LLC; 

National Stock Exchange, Inc.; New 

York Stock Exchange LLC; NYSE 

Amex LLC; NYSE Arca, Inc.; Notice of 

Designation of a Longer Period for 

Commission Action on Proposed Rule 

Changes Relating to Clearly Erroneous 

Transactions 

August 16, 2010. 

On June 17, 2010, each of BATS 

Exchange, Inc. (‘‘BATS’’), NASDAQ 

OMX BX, Inc. (‘‘BX’’), Chicago Board 

Options Exchange, Incorporated 

(‘‘CBOE’’), Chicago Stock Exchange, Inc. 

(‘‘CHX’’), EDGA Exchange, Inc. 

(‘‘EDGA’’), EDGX Exchange, Inc. 

(‘‘EDGX’’), International Securities 

Exchange LLC (‘‘ISE’’), The NASDAQ 

Stock Market LLC (‘‘Nasdaq’’), National 

Stock Exchange, Inc. (‘‘NSX’’), New York 

Stock Exchange LLC (‘‘NYSE’’), NYSE 

Amex LLC (‘‘NYSE Amex’’), and NYSE 

Arca, Inc. (‘‘NYSE Arca’’) (collectively, 

the ‘‘Exchanges’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) 1 of the Securities Exchange Act 

of 1934 (‘‘Act’’),2 and Rule 19b–4 

thereunder,3 proposed rule changes to 

amend certain of their respective rules 

to set forth clearer standards and curtail 

their discretion with respect to breaking 

erroneous trades. 

Section 19(b)(2) of the Act 4 provides 

that within thirty-five days of the 

publication of notice of the filing of a 

proposed rule change, or within such 

longer period as the Commission may 

designate up to ninety days of such date 

if it finds such longer period to be 

appropriate and publishes its reasons 

for so finding, the Commission shall 

either approve the proposed rule change 

or institute proceedings to determine 

whether the proposed rule change 

should be disapproved. The 35th day for 

the filings submitted by BATS, BX, 

CBOE, CHX, EDGA, EDGX, ISE, Nasdaq, 

NSX, NYSE, and NYSE Amex was 

August 2, 2010.5 The 35th day for the 

filing submitted by NYSE Arca was 

August 3, 2010.6 The Commission had 

received an extension of time from the 

Exchanges until August 16, 2010.7

The Commission finds it appropriate 

to designate a longer period within 

which to take action on the proposed 

rule changes so that it has sufficient 

time to consider these proposed rule 

changes, relating to the amendment of 

clearly erroneous execution rules to 

provide greater transparency and 

certainty to the process of breaking 

trades, and the comment letters that 

have been submitted in connection with 

these filings. 

Accordingly, the Commission, 

pursuant to Section 19(b)(2) of the Act,8

designates August 30, 2010, as the date 

by which the Commission should either 

approve or institute proceedings to 

determine whether to disapprove the 

proposed rule changes. 

By the Commission. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–21095 Filed 8–24–10; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–62742, File No. SR–MSRB– 

2010–05] 

Self-Regulatory Organizations; 

Municipal Securities Rulemaking 

Board; Order Approving Proposed 

Rule Change Relating to the 

Continuing Disclosure Service of the 

MSRB Electronic Municipal Market 

Access (EMMA) System 

August 19, 2010. 

On June 30, 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 relating to the continuing 

disclosure service of the MSRB 

Electronic Municipal Market Access 

(EMMA) System. The proposed rule 

change was published for comment in 

the Federal Register on July 19, 2010.3

The Commission received one comment 

letter.4 This order approves the 

proposed rule change. 

Currently Exchange Act Rule 15c2–12 

provides that an underwriter for a 

primary offering of municipal securities 

subject to Exchange Act Rule 15c2–12 is 

prohibited from underwriting the 

offering unless the underwriter has 

determined that the issuer or an 

obligated person 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 

MSRB. Such items include: (A) Annual 

financial information; (B) audited 

financial statements if available and if 

not included in the annual financial 

information; (C) notices of certain 

events (‘‘Rule 15c2–12 Event Notices’’); 5

and (D) notices of failures to provide 

annual financial information on or 

before the date specified in the written 

undertaking. Written undertakings are 

to provide that all continuing disclosure 

documents submitted to the MSRB shall 

be accompanied by identifying 

information as prescribed by the MSRB. 

Such submissions are made by issuers, 

obligated persons and their agents to the 

MSRB through the EMMA continuing 

disclosure service and are made 

available to the public through the 

EMMA Web site for free and through 

paid subscriptions. 

The Commission has recently 

amended Exchange Act Rule 15c2–12 to 

modify several provisions relating to the 


srobinson on DSKHWCL6B1PROD with NOTICES
52384 Federal Register / Vol. 75, No. 164 / Wednesday, August 25, 2010 / Notices 

6See Release No. 34–62184A; File No. S7–15–09 

(May 26, 2010). 

7Currently primary offerings for demand 

securities as described in Exchange Act Rule 15c2– 

12(d)(1)(iii) are exempt from the requirements of 

Exchange Act Rule 15c2–12. 

8The Rule 15c2–12 Amendment expands the 

current language of such Rule 15c2–12 Event Notice 

category to include adverse tax opinions, the 

issuance by the IRS of proposed or final 

determinations of taxability, Notices of Proposed 

Issue (IRS Form 5701–TEB) or other material 

notices or determinations with respect to the tax 

status of the security or other material events 

affecting the tax status of the security. 

9The Rule 15c2–12 Amendment includes the 

following new Rule 15c2–12 Event Notices: Tender 

offers; bankruptcy, insolvency, receivership, or 

similar event of the issuer or obligated person; the 

consummation of a merger, consolidation, or 

acquisition involving an obligated person or the 

sale of all or substantially all of the assets of the 

obligated person, other than in the ordinary course 

of business, the entry into a definitive agreement to 

undertake such an action or the termination of a 

definitive agreement relating to any such actions, 

other than pursuant to its terms, if material; and the 

appointment of a successor or additional trustee, or 

the change of name of a trustee, if material. 

10The existing language of the EMMA continuing 

disclosure service would incorporate the changed 

list of Rule 15c2–12 Event Notices made by the Rule 

15c2–12 Amendment by reference to the thencurrent provisions of Exchange Act Rule 15c2–12 

and therefore no change in the language of the 

EMMA continuing disclosure service would be 

made. In addition, the removal of the exemption for 

demand securities from the continuing disclosure 

provisions of Exchange Act Rule 15c2–12 does not 

require changes to the EMMA continuing disclosure 

service in order to permit submission of disclosures 

in connection with demand securities. 

11See supra note 4. 

12 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). 

13 15 U.S.C. 78o–4(b)(2)(C). 

14 Id. 

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

16 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4 15 U.S.C. 78s(b)(2). 

submission of continuing disclosures to 

the MSRB (the ‘‘Rule 15c2–12 

Amendment’’).6 The Rule 15c2–12 

Amendment, among other things, (1) 

Removes the exemption from the 

continuing disclosure provisions of 

Exchange Act Rule 15c2–12 for demand 

securities; 7 (2) modifies Exchange Act 

Rule 15c2–12 to establish a timeliness 

standard for submission of Rule 15c2– 

12 Event Notices of ten business days 

after the occurrence of the event; (3) 

deletes the general materiality condition 

for certain of the Rule 15c2–12 Event 

Notices; (4) modifies the language of the 

Rule 15c2–12 Event Notice regarding 

adverse tax events; 8 and (5) adds new 

Rule 15c2–12 Event Notices.9

To permit issuers and obligated 

persons to meet the provisions of the 

Rule 15c2–12 Amendment on or prior to 

the compliance date of December 1, 

2010 established under the Rule 15c2– 

12 Amendment, this proposed rule 

change would modify the language of 

the EMMA continuing disclosure 

service to reflect the materiality 

standard changes under the Rule 15c2– 

12 Amendment and would modify the 

list of voluntary event-based disclosures 

that may be submitted to the EMMA 

continuing disclosure service to reflect 

changes in the list of Rule 15c2–12 

Event Notices made by the Rule 15c2– 

12 Amendment.10

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 

December 1, 2010 and shall be 

announced no later than five (5) 

business days prior to the effective date. 

A full description of the proposal is 

contained in the Commission’s Notice. 

The Commission received one 

comment letter supporting the 

proposal.11 NAIPFA does not believe 

the proposed rule change to allow the 

MSRB to modify EMMA to 

accommodate the Rule 15c2–12 

Amendment will impose any undue 

burden on issuers. In addition, NAIPFA 

agrees that the proposed changes are 

consistent with the Exchange Act and 

will effectuate the Commission’s recent 

Rule 15c2–12 Amendment. 

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 

MSRB12 and, in particular, the 

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

the Exchange Act 13 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, 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.14 In particular, the Commission 

finds that the proposed rule change is 

consistent with the Exchange Act 

because it effectuates the Commission’s 

Rule 15c2–12 Amendment under the 

Exchange Act. In addition, the proposed 

rule change 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 proposed rule 

change would aid in providing 

additional information for making 

investment decisions more easily 

accessible to all participants in the 

municipal securities market on an equal 

basis throughout the life of the 

securities without barriers to obtaining 

such information. Broad access to 

additional continuing disclosure 

documents through the continuing 

disclosure service of EMMA should 

assist in preventing fraudulent and 

manipulative acts and practices by 

improving the opportunity for public 

investors to access material information 

about issuers and their securities. 

The proposed rule change will 

become effective on the date requested 

by the MSRB. 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Exchange Act,15

that the proposed rule change (SR– 

MSRB–2010–05), be, and it hereby is, 

approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–21082 Filed 8–24–10; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–62729; File No. SR–FINRA– 

2010–032] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Designation 

of a Longer Period for Commission 

Action on Proposed Rule Change 

Relating to Clearly Erroneous 

Transactions 

August 16, 2010. 

On June 17, 2010, the Financial 

Industry Regulatory Authority, Inc. 

(‘‘FINRA’’) filed with the Securities and 

Exchange Commission (‘‘Commission’’), 

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

Securities Exchange Act of 1934 

(‘‘Act’’),2 and Rule 19b–4 thereunder,3 a 

proposed rule change to amend its rules 

to set forth clearer standards and curtail 

its discretion with respect to breaking 

erroneous trades. 

Section 19(b)(2) of the Act 4 provides 

that within thirty-five days of the 

publication of notice of the filing of a 

proposed rule change, or within such 


srobinson on DSKHWCL6B1PROD with NOTICES