
[Federal Register Volume 76, Number 45 (Tuesday, March 8, 2011)]
[Notices]
[Pages 12781-12782]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-5140]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-64006; File No. SR-MSRB-2011-01]


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

March 2, 2011.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that on 
February 18, 2011, the Municipal Securities Rulemaking Board (``Board'' 
or ``MSRB'') 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 MSRB. The MSRB 
has filed the proposal as a ``non-controversial'' rule change pursuant 
to Section 19(b)(3)(A)(iii),\3\ and Rule 19b-4(f)(6) 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)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The MSRB is filing with the SEC 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/Rules-and-Interpretations/SEC-Filings/2011-Filings.aspx, 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 
Articles of Incorporation as are necessary and appropriate in order to 
comply with Section 15B of the Securities Exchange Act of 1934, 15 
U.S.C. 78o-4, as amended by the Dodd-Frank Wall Street Reform and 
Consumer Protection Act, Public Law 111-203, Sec.  975, 124 Stat. 1376 
(2010) (the ``Dodd-Frank Act''), and MSRB transitional Rule A-3(i). The 
MSRB established transitional Rule A-3(i) in order to comply with the 
Dodd-Frank Act. The transitional rule sets forth a two-year 
transitional period, commencing on October 1, 2010 and concluding on 
September 30, 2012. During this transitional period, the MSRB will 
maintain a Board of Directors of 21 members, including 11 public 
members and 10 members representing MSRB-regulated entities. The 
proposed amendments to the Articles of Incorporation provide that the 
new Board of Director class that will commence service on October 1, 
2011,

[[Page 12782]]

shall consist of five members who will serve three-year terms.
2. Statutory Basis
    The MSRB believes that the proposed rule change is consistent with 
Section 15B(b) of the Securities Exchange Act of 1934 (the ``Act''),\5\ 
as amended by the Dodd-Frank Act, in that it conforms the Articles of 
Incorporation of the Board to the requirements of the Dodd-Frank Act 
and MSRB transitional Rule A-3(i).
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    \5\ 15 U.S.C. 78o-4(b).
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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 the proposed rule change simply 
amends the Articles of Incorporation of the Board to comply with the 
requirements of the Dodd-Frank Act and MSRB transitional Rule A-3(i), 
and solely concerns the administration of the organization.

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 on the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The MSRB represented that the proposed rule change qualifies for 
immediate effectiveness pursuant to Section 19(b)(3)(A)(iii) of the Act 
\6\ because it: (i) Does not significantly affect the protection of 
investors or the public interest; (ii) does not impose any significant 
burden on competition; and (iii) does not become operative for 30 days 
after filing or such shorter time as the Commission may designate 
consistent with the protection of investors and the public interest.\7\ 
The MSRB provided the required written notice of its intention to file 
the proposed rule change to the Commission on February 10, 2011, and 
the proposed rule change will become operative on April 1, 2011, which 
is more than 30 days after the filing of the proposed rule change.
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    \6\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \7\ In addition, Rule 19b-4(f)(6)(iii) requires a self-
regulatory organization to give the Commission written notice of its 
intent to file the proposed rule change at least five business days 
prior to the date of filing of the proposed rule change, or such 
shorter time as designated by the Commission.
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    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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    \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-2011-01 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-2011-01. 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 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 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-2011-01 
and should be submitted on or before March 29, 2011.

    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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Cathy H. Ahn,
Deputy Secretary.
[FR Doc. 2011-5140 Filed 3-7-11; 8:45 am]
BILLING CODE 8011-01-P


