[Federal Register Volume 76, Number 45 (Tuesday, March 8, 2011)]
[Notices]
[Pages 12781-12782]
From the Federal Register Online via the Government Publishing 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 [email protected]. 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