
[Federal Register: October 18, 2010 (Volume 75, Number 200)]
[Notices]               
[Page 63887-63888]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr18oc10-120]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-63088; File No. SR-MSRB-2010-11]

 
Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing and Immediate Effectiveness of Amended and 
Restated Articles of Incorporation of Municipal Securities Rulemaking 
Board

October 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 October 1, 2010, the Municipal Securities Rulemaking Board 
(``Board'' or ``MSRB'') filed with the Securities and Exchange 
Commission (``Commission'') 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.
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    \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).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The MSRB filed with the Commission a proposed rule change 
consisting of an Amended and Restated Articles of Incorporation.
    The text of the proposed rule change is available on the MSRB's Web 
site at http://www.msrb.org/msrb1/sec.asp, 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 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 the 
MSRB's Articles of Incorporation as are necessary and appropriate in 
order to comply with Section 15B of the Act, as amended by the Dodd-
Frank Wall Street Reform and Consumer Protection Act \5\ (the ``Dodd-
Frank Act''), and to reflect its expanded mission and rulemaking 
authority. On July 21, 2010, the Dodd-Frank Act, was signed into law by 
President Obama. This comprehensive financial reform legislation 
contains various provisions that affect the governance and mandate of 
the MSRB. The effective date of these provisions is October 1, 2010, 
which coincides with the first day of the MSRB's 2011 fiscal year. 
Regarding the jurisdiction of the MSRB, the Dodd-Frank Act, for the 
first time, provides the MSRB with rulemaking authority over municipal 
advisors. The proposed amendments to the Articles of Incorporation 
reflect the expanded jurisdiction of the MSRB and, therefore, delete 
specific references to brokers, dealers, and municipal securities 
dealers. Rather, the Articles of Incorporation refer generally to 
Section 15B of the Act, which is modified by the Dodd-Frank Act, 
effective October 1, 2010, and the obligations of the Board under the 
Act. Additionally, the Articles of Incorporation now provide that Board 
members elected for fiscal year 2011 will have two year terms and all 
other Board members will have three year terms to reflect the new, 
expanded composition of the Board and the terms of office for Board 
members. Finally, the changes to the Purpose section reflect the 
evolving role of the MSRB as a self-regulatory organization in 
providing education, outreach and market leadership regarding issues 
that impact the municipal securities market. The MSRB is a Virginia 
nonprofit, nonstock corporation, and the Amended and Restated Articles 
of Incorporation have been filed concurrently with the State 
Corporation Commission of the Commonwealth of Virginia.
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    \5\ See Public L. 111-203, section 975, 124 Stat. 1376 (2010).
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2. Statutory Basis
    The MSRB believes that the proposed rule change to its Articles of 
Incorporation are [sic] necessary and appropriate in order to comply 
with Section 15B of the Act, as amended by

[[Page 63888]]

the Dodd-Frank Act, as more fully described above.

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 solely concerns the administration 
of the MSRB.

C. Self-Regulatory Organization's Statement on Comments Received on the 
Proposed Rule Change by 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

    The proposed rule change has become effective pursuant to Section 
19(b)(3)(A)(iii) of the Act \6\ and Rule 19b-4(f)(3) \7\ thereunder, 
because it is concerned solely with the operation and administration of 
the MSRB. At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend 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.\8\
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    \6\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \7\ 17 CFR 240.19b-4(f)(3).
    \8\ See Section 19(b)(3)(C) of the Act, 15 U.S.C. 78s(b)(3)(C).
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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-2010-11 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-2010-11. 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 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 website 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 MSRB's offices. 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-2010-11 and should be submitted on or before 
November 8, 2010.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
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    \9\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-26178 Filed 10-15-10; 8:45 am]
BILLING CODE 8011-01-P

