Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to Amendment to Rule A-11, on Indemnification of Members and Employees, 34652-34653 [06-5416]
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34652
Federal Register / Vol. 71, No. 115 / Thursday, June 15, 2006 / Notices
19(b)(3)(A)(ii) of the Act,9 and
paragraph (f)(2) of Rule 19b–4
thereunder 10 because it establishes or
changes a due, fee, or other charge
among its members. At any time within
60 days of the filing of the proposed rule
change, the Commission may summarily
abrogate such rule change if it appears
to the Commission that such action is
necessary or appropriate in the public
interest, for the protection of investors,
or otherwise in furtherance of the
purposes of the Act.
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:
jlentini on PROD1PC65 with NOTICES
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an e-mail to rulecomments@sec.gov. Please include File
Number SR–ISE–2006–29 on the subject
line.
should submit only information that
you wish to make available publicly. All
submissions should refer to File
Number SR–ISE–2006–29 and should be
submitted on or before July 6, 2006.
For the Commission, by the Division of
Market Regulations, pursuant to delegated
authority.11
J. Lynn Taylor,
Assistant Secretary.
[FR Doc. 06–5420 Filed 6–14–06; 8:45 am]
BILLING CODE 8010–01–M
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–53947; File No. SR–MSRB–
2006–04]
Self-Regulatory Organizations;
Municipal Securities Rulemaking
Board; Notice of Filing and Immediate
Effectiveness of Proposed Rule
Change Relating to Amendment to
Rule A–11, on Indemnification of
Members and Employees
June 6, 2006.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 Rule 19b–4 thereunder,2
Paper Comments
notice is hereby given that on May 25,
• Send paper comments in triplicate
2006, the Municipal Securities
to Nancy M. Morris, Secretary,
Rulemaking Board (‘‘MSRB’’ or
Securities and Exchange Commission,
‘‘Board’’), filed with the Securities and
100 F Street, NE., Washington, DC
Exchange Commission (‘‘Commission’’
20549–1090.
or ‘‘SEC’’) the proposed rule change as
All submissions should refer to File
described in Items, I, II and III below,
Number SR–ISE–2006–29. This file
which Items have been prepared by the
number should be included on the
MSRB. The MSRB has filed the proposal
subject line if e-mail is used. To help the pursuant to Section 19(b)(3)(A)(iii) of
Commission process and review your
the Act,3 and Rule 19b–4(f)(3)
comments more efficiently, please use
thereunder,4 which renders the proposal
only one method. The Commission will effective upon filing with the
post all comments on the Commission’s Commission. The Commission is
Internet Web site (https://www.sec.gov/
publishing this notice to solicit
rules/sro.shtml). Copies of the
comments on the proposed rule change
submission, all subsequent
from interested persons.
amendments, all written statements
I. Self-Regulatory Organization’s
with respect to the proposed rule
Statement of the Terms of Substance of
change that are filed with Commission,
and all written communications relating the Proposed Rule Change
to the proposed rule change between the
The MSRB is filing with the
Commission and any person, other than Commission a proposed rule change
those that may be withheld from the
consisting of an amendment to Rule A–
public in accordance with the
11, on indemnification of members and
provisions of 5 U.S.C. 552, will be
employees, to delete the entire rule
available for inspection and copying in
language. The text of the proposed rule
the Commission’s Public Reference
change is available on the MSRB’s Web
Room. Copies of such filing also will be site (https://www.msrb.org), at the
available for inspection and copying at
MSRB’s principal office, and at the
the ISE. All comments received will be
Commission’s Public Reference Room.
posted without change; the Commission
does not edit personal identifying
11 17 CFR 200.30(a)(12).
1 15 U.S.C. 78s(b)(1).
information from submissions. You
2 17
CFR 240.19b–4.
U.S.C. 78s(b)(3)(A)(iii).
4 17 CFR 240.19b–4(f)(3).
9 15
U.S.C. 78s(b)(3)(A)(ii).
10 17 CFR 240.19b–4(f)(2).
VerDate Aug<31>2005
15:47 Jun 14, 2006
3 15
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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 place 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
Rule A–11, on Indemnification of
members and employees, states that
each member and employee of the
MSRB shall be indemnified and held
harmless against all liabilities and
related expenses incurred in connection
with the performance of his or her
official duties, provided that such
member or employee has acted, or
omitted to act, in good faith and within
the scope of his or her authority. The
MSRB recently approved expanding the
indemnification provisions for Board
members and employees. Because the
language of the expanded provisions
was broader than the indemnification
provided under Virginia law, where the
MSRB is incorporated as a nonstock
corporation, the expanded provisions
needed to be included in the MSRB’s
Articles of Incorporation in order to be
effective. The SEC recently approved a
proposed rule change consisting of the
MSRB’s Restated Articles of
Incorporation and By-Laws, which
included the expanded indemnification
provisions in the Restated Articles of
Incorporation.5 Thus, the proposed rule
change removes the indemnification
provisions from Rule A–11 (and By-Law
Article 11).6
2. Statutory Basis
The MSRB believes that the proposed
rule change is consistent with Section
15B(b)(2)(I) of the Act,7 which
5 See Securities Exchange Act Release No. 53804
(May 15, 2006), 71 FR 29194 (May 19, 2006).
6 The MSRB stated in its filing of the Restated
Articles of Incorporation and By-Laws that, once
the MSRB obtains approval for the Restated Articles
of Incorporation by the Commonwealth of Virginia,
the MSRB would file with the SEC to delete Rule
A–11 (and B-Law Article 11) for immediate
effectiveness. See File No. SR–MSRB–2006–02,
Securities Exchange Act Release No. 53616 (April
7, 2006), 71 FR 19571 (April 14, 2006).
7 15 U.S.C. 78o–4(b)(2)(I).
E:\FR\FM\15JNN1.SGM
15JNN1
Federal Register / Vol. 71, No. 115 / Thursday, June 15, 2006 / Notices
authorizes the MSRB to adopt rules that
provide for the operation and
administration of the MSRB. The MSRB
believes that the proposed rule change
is consistent with this provision because
it is concerned solely with the operation
and administration of the MSRB.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The MSRB 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 only applies
to the operation and administration of
the MSRB.
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.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The proposed rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act 8 and Rule 19b–4(f)(3)
thereunder 9 because it is concerned
solely with the administration of the
MSRB. At any time within 60 days of
the filing of the proposed rule change,
the Commission may summarily
abrogate such rule change if it appears
to the Commission that such action is
necessary or appropriate in the public
interest, for the protection of investors,
or otherwise in furtherance of the
purposes of the Act.10
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:
jlentini on PROD1PC65 with NOTICES
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an e-mail to rulecomments@sec.gov. Please include File
Number SR–MSRB–2006–04 on the
subject line:
Paper Comments
• Send paper comments in triplicate
to Nancy M. Morris, Secretary,
Securities and Exchange Commission,
8 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(3).
10 See Section 19(b)(3)(C) of the Act, 15 U.S.C.
78s(b)(3)(c).
9 17
VerDate Aug<31>2005
15:47 Jun 14, 2006
Jkt 208001
Station Place, 100 F Street, NE.,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–MSRB–2006–04. 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 (https://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 inspection and copying in
the Commission’s Public Reference
Room. 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–2006–04 and should
be submitted on or before July 6, 2006.
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.11
J. Lynn Taylor,
Assistant Secretary.
[FR Doc. 06–5416 Filed 6–14–06; 8:45 am]
of 1934 (‘‘Act’’),1 and Rule 19b–4
thereunder,2 a proposed rule change
consisting of an interpretive notice
relating to the definition of solicitation
for purposes of MSRB Rules G–37 and
G–38. On December 7, 2005, the MSRB
filed Amendment No. 1 to the proposed
rule change.3 The proposed rule change,
incorporating Amendment No. 1 (the
‘‘original proposed rule change’’), was
published for comment in the Federal
Register on December 20, 2005.4 The
Commission received one comment
letter regarding the proposal.5 On March
17, 2006, the MSRB filed Amendment
No. 2 to the proposed rule change in
response to comments on the original
proposed rule change.6 The proposed
rule change, incorporating Amendment
No. 2, was published for comment in
the Federal Register on May 5, 2006.7
The Commission received no comment
letters on the proposed rule change as
amended by Amendment No. 2. This
order approves the proposed rule
change as amended by Amendment Nos.
1 and 2.
The proposed rule change makes clear
that the central element in determining
whether a communication is a
solicitation is whether the
communication occurs with the purpose
of obtaining or retaining municipal
securities business. In addition, the
proposed rule change consolidates the
MSRB’s guidance on the definition of
solicitation for purposes of Rules G–37
and G–38.
The Commission finds that the
proposed rule change, as amended, is
consistent with the requirements of the
Act and the rules and regulations
1 15
BILLING CODE 8010–01–M
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 Amendment No. 1 clarifies that the central
element in determining whether a communication
is a solicitation is whether the communication
occurs with the purpose of obtaining or retaining
municipal securities business, and makes certain
other changes.
4 See Securities Exchange Act Release No. 52948
(December 13, 2005), 70 FR 75514 (December 20,
2005) (the ‘‘Commission’s Original Notice’’).
5 See letter to Jonathan G. Katz, Secretary,
Commission, from Leslie M. Norwood, Vice
President and Assistant General Counsel, The Bond
Market Association, dated January 10, 2006.
6 Amendment No. 2 deletes the footnote in the
original proposed rule change referencing guidance
on the meaning of solicitation under Rule G–37
previously provided in certain Question and
Answer interpretations (the ‘‘Rule G–37 solicitation
Qs&As’’) and instead inserts the substantive
language of such Qs&As into the text of the
solicitation guidance provided in proposed rule
change. The MSRB filed a companion proposed rule
change (see File No. SR–MSRB–2006–01) to
withdraw the Rule G–37 solicitation Qs&As and the
former Rule G–38 Question and Answer
interpretations relating to consultants.
7 See Securities Exchange Act Release No. 53747
(May 1, 2006), 71 FR 26575 (May 5, 2006).
2 17
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–53961; File No. SR–MSRB–
2005–11]
Self-Regulatory Organizations;
Municipal Securities Rulemaking
Board; Order Approving Proposed
Rule Change and Amendment Nos. 1
and 2 Thereto Relating to Definition of
Solicitation Under MSRB Rules G–37
and G–38
June 8, 2006.
On June 10, 2005, the Municipal
Securities Rulemaking Board (‘‘MSRB’’
or ‘‘Board’’), filed with the Securities
and Exchange Commission (‘‘SEC’’ or
‘‘Commission’’), pursuant to Section
19(b)(1) of the Securities Exchange Act
1117
PO 00000
CFR 200.30–(a)(12).
Frm 00065
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34653
E:\FR\FM\15JNN1.SGM
15JNN1
]]>Agencies
[Federal Register Volume 71, Number 115 (Thursday, June 15, 2006)]
[Notices]
[Pages 34652-34653]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 06-5416]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-53947; File No. SR-MSRB-2006-04]
Self-Regulatory Organizations; Municipal Securities Rulemaking
Board; Notice of Filing and Immediate Effectiveness of Proposed Rule
Change Relating to Amendment to Rule A-11, on Indemnification of
Members and Employees
June 6, 2006.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ Rule 19b-4 thereunder,\2\ notice is hereby given that on
May 25, 2006, the Municipal Securities Rulemaking Board (``MSRB'' or
``Board''), filed with the Securities and Exchange Commission
(``Commission'' or ``SEC'') the proposed rule change as described in
Items, I, II and III below, which Items have been prepared by the MSRB.
The MSRB has filed the proposal pursuant to Section 19(b)(3)(A)(iii) of
the Act,\3\ and Rule 19b-4(f)(3) thereunder,\4\ which renders the
proposal effective upon filing with the Commission. The Commission is
publishing this notice to solicit comments on the proposed rule change
from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ 15 U.S.C. 78s(b)(3)(A)(iii).
\4\ 17 CFR 240.19b-4(f)(3).
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The MSRB is filing with the Commission a proposed rule change
consisting of an amendment to Rule A-11, on indemnification of members
and employees, to delete the entire rule language. The text of the
proposed rule change is available on the MSRB's Web site (https://
www.msrb.org), 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 place 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
Rule A-11, on Indemnification of members and employees, states that
each member and employee of the MSRB shall be indemnified and held
harmless against all liabilities and related expenses incurred in
connection with the performance of his or her official duties, provided
that such member or employee has acted, or omitted to act, in good
faith and within the scope of his or her authority. The MSRB recently
approved expanding the indemnification provisions for Board members and
employees. Because the language of the expanded provisions was broader
than the indemnification provided under Virginia law, where the MSRB is
incorporated as a nonstock corporation, the expanded provisions needed
to be included in the MSRB's Articles of Incorporation in order to be
effective. The SEC recently approved a proposed rule change consisting
of the MSRB's Restated Articles of Incorporation and By-Laws, which
included the expanded indemnification provisions in the Restated
Articles of Incorporation.\5\ Thus, the proposed rule change removes
the indemnification provisions from Rule A-11 (and By-Law Article
11).\6\
---------------------------------------------------------------------------
\5\ See Securities Exchange Act Release No. 53804 (May 15,
2006), 71 FR 29194 (May 19, 2006).
\6\ The MSRB stated in its filing of the Restated Articles of
Incorporation and By-Laws that, once the MSRB obtains approval for
the Restated Articles of Incorporation by the Commonwealth of
Virginia, the MSRB would file with the SEC to delete Rule A-11 (and
B-Law Article 11) for immediate effectiveness. See File No. SR-MSRB-
2006-02, Securities Exchange Act Release No. 53616 (April 7, 2006),
71 FR 19571 (April 14, 2006).
---------------------------------------------------------------------------
2. Statutory Basis
The MSRB believes that the proposed rule change is consistent with
Section 15B(b)(2)(I) of the Act,\7\ which
[[Page 34653]]
authorizes the MSRB to adopt rules that provide for the operation and
administration of the MSRB. The MSRB believes that the proposed rule
change is consistent with this provision because it is concerned solely
with the operation and administration of the MSRB.
---------------------------------------------------------------------------
\7\ 15 U.S.C. 78o-4(b)(2)(I).
---------------------------------------------------------------------------
B. Self-Regulatory Organization's Statement on Burden on Competition
The MSRB 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 only applies to the operation and
administration of the MSRB.
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.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The proposed rule change has become effective pursuant to Section
19(b)(3)(A) of the Act \8\ and Rule 19b-4(f)(3) thereunder \9\ because
it is concerned solely with the administration of the MSRB. At any time
within 60 days of the filing of the proposed rule change, the
Commission may summarily abrogate such rule change if it appears to the
Commission that such action is necessary or appropriate in the public
interest, for the protection of investors, or otherwise in furtherance
of the purposes of the Act.\10\
---------------------------------------------------------------------------
\8\ 15 U.S.C. 78s(b)(3)(A).
\9\ 17 CFR 240.19b-4(f)(3).
\10\ See Section 19(b)(3)(C) of the Act, 15 U.S.C. 78s(b)(3)(c).
---------------------------------------------------------------------------
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 (https://
www.sec.gov/rules/sro.shtml); or
Send an e-mail to rule-comments@sec.gov. Please include
File Number SR-MSRB-2006-04 on the subject line:
Paper Comments
Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, Station Place, 100 F
Street, NE., Washington, DC 20549-1090.
All submissions should refer to File Number SR-MSRB-2006-04. 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 (https://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 inspection and
copying in the Commission's Public Reference Room. 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-2006-04 and should be submitted on or before July
6, 2006.
---------------------------------------------------------------------------
\11\17 CFR 200.30-(a)(12).
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\11\
J. Lynn Taylor,
Assistant Secretary.
[FR Doc. 06-5416 Filed 6-14-06; 8:45 am]
BILLING CODE 8010-01-M
