

[Federal Register: January 11, 2006 (Volume 71, Number 7)]
[Notices]               
[Page 1781-1782]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr11ja06-63]                         


[[Page 1781]]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-53051; File No. SR-MSRB-2005-17]

 
Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing and Immediate Effectiveness of Proposed Rule 
Change Relating to Amendments to Administrative Rules (Rules A-3(f) and 
A-6(c)) Relating to Board Member Compensation

January 4, 2006.
    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, 2005, 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 amendments to Rules A-3(f) and A-6(c) relating to Board 
member compensation. The text of the proposed rule change is available 
on the MSRB's Web site (http://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 places 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
    The MSRB has been reviewing its Administrative Rules (``A-Rules'') 
to make sure that they are consistent with Virginia law (where the MSRB 
is incorporated) and current good corporate governance practices. Rule 
A-3(f), on compensation and expenses, and Rule A-6(c), on committees of 
the Board, both pertain to Board member compensation practices. These 
two provisions are somewhat outdated and do not allow the Board 
appropriate administrative flexibility to implement improved 
compensation and reimbursement practices consistent with the Board's 
corporate governance practices. To accomplish this goal, the Board 
determined that Rule A-6(c) should be deleted and Rule A-3(f) should be 
modeled on a provision found in the NASD and Nasdaq By-Laws \5\ such 
that the Board has a general grant of authority to provide for 
reasonable compensation and/or reimbursement to Board and committee 
members.
---------------------------------------------------------------------------

    \5\ See NASD By-Law Sec. 9.1, on Compensation of Board, Council, 
and Committee Members (Amended by SR-NASD-97-71 eff. Jan 15, 1998.); 
and Nasdaq By-Law Sec. 6.1, on Compensation of Board, Council, and 
Committee Members (Amended by SR-NASD-97-71 eff. Jan 15, 1998.)
---------------------------------------------------------------------------

2. Statutory Basis
    The MSRB believes that the proposed rule change is consistent with 
section 15B(b)(2)(I) of the Act,\6\ which provides that MSRB rules 
shall ``provide for the operation and administration of the Board, 
including the selection of a Chairman from among the members of the 
Board, the compensation of the members of the Board, and the 
appointment and compensation of such employees, attorneys, and 
consultants as may be necessary or appropriate to carry out the Board's 
functions under this section.'' \7\ The MSRB believes that the proposed 
rule change is consistent with these provisions in that it relates to 
the operation and administration of the Board and the compensation of 
members of the Board.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78o-4(b)(2)(I).
    \7\ Id.
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    The MSRB does not believe that the proposed rule change will result 
in any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act since it would apply solely to 
internal operational and administrative matters.

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 (http://www.sec.gov/rules/sro.shtml.
); or     Send an e-mail to rule-comments@sec.gov. Please include 

File Number SR-MSRB-2005-17 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 20549-9303.

All submissions should refer to File Number SR-MSRB-2005-17. 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

[[Page 1782]]

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-2005-17 and should be submitted on or before February 1, 2006.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\11\
---------------------------------------------------------------------------

    \11\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Nancy M. Morris,
Secretary.
[FR Doc. E6-135 Filed 1-10-06; 8:45 am]

BILLING CODE 8010-01-P
