63884 Federal Register / Vol. 75, No. 200 / Monday, October 18, 2010 / Notices 

6 15 U.S.C. 78o–4(b)(2)(J). 

7 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 62175 

(May 26, 2010), 75 FR 30892. 

4See letter from Deven Sharma, President, 

Standard & Poor’s Ratings Services (‘‘S&P’’), to 

Elizabeth M. Murphy, Secretary, Commission, dated 

June 22, 2010 (‘‘S&P Letter’’) and letter from Susan 

Gaffney, Director, Federal Liaison Center, 

Government Finance Officers Association 

(‘‘GFOA’’), to Elizabeth M. Murphy, Secretary, 

Commission, dated July 23, 2010 (‘‘GFOA Letter’’). 

5See letter from Ernesto A. Lanza, General 

Counsel, MSRB, to Elizabeth M. Murphy, Secretary, 

Commission, dated September 16, 2010 (‘‘MSRB 

Letter’’). 

the T+1 Transaction Price Service. 

Consequently, all three services generate 

less than $300,000 of revenue per year. 

The cost of operating MSRB market 

information programs has been 

increasing annually. Fee revenue 

obtained through these subscription 

services covers only a small portion of 

RTRS operating costs. Even with the 

proposed increases, the MSRB does not 

expect subscription fees to cover more 

than a relatively small percentage of 

program costs. 

2. Statutory Basis 

The MSRB believes that the proposed 

rule change is consistent with Section 

15B(b)(2)(J) of the Act,6 which requires, 

in pertinent part, that the MSRB’s rules 

shall: 

Provide that each municipal securities 

broker and each municipal securities dealer 

shall pay to the Board such reasonable fees 

and charges as may be necessary or 

appropriate to defray the costs and expenses 

of operating and administering the Board. 

Such rules shall specify the amount of such 

fees and charges. 

The proposed rule change provides 

for commercially reasonable fees to 

partially offset costs associated with 

operating RTRS and producing and 

disseminating transaction reports to 

subscribers. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Board 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 would apply 

equally to all market participants that 

chose to subscribe to the services. 

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 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period (i) 

as the Commission may designate up to 

90 days of such date if it finds such 

longer period to be appropriate and 

publishes its reasons for so finding or 

(ii) as to which the self-regulatory 

organization consents, the Commission 

will: 

(A) By order approve or disapprove 

such proposed rule change, or 

(B) Institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

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 rulecomments@sec.gov. Please include File 

Number SR–MSRB–2010–09 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–2010–09. 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–2010–09 and should 

be submitted on or before November 8, 

2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.7

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–26182 Filed 10–15–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63086; File No. SR–MSRB– 

2010–03] 

Self-Regulatory Organizations; 

Municipal Securities Rulemaking 

Board; Order Approving Proposed 

Rule Change Relating to Amendments 

to the Continuing Disclosure Service 

of the MSRB’s Electronic Municipal 

Market Access System (EMMA®) 

October 13, 2010. 

I. Introduction 

On May 20, 2010, the Municipal 

Securities Rulemaking Board (the 

‘‘MSRB’’) filed with the Securities and 

Exchange Commission (the 

‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (the ‘‘Exchange Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to amend the continuing 

disclosure service of the MSRB’s 

Electronic Municipal Market Access 

system (‘‘EMMA’’) to provide for the 

posting of credit rating information on 

the EMMA public Web site. The 

proposed rule change was published for 

comment in the Federal Register on 

June 2, 2010.3 The Commission received 

two comment letters regarding the 

MSRB’s proposed rule change.4 The 

MSRB responded to these comment 

letters in a letter dated September 16, 

2010.5 This order approves the 

proposed rule change. 

II. Background and Description of 

Proposal 

The proposed rule change would 

amend the EMMA continuing disclosure 

service to provide for the posting of 

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Federal Register / Vol. 75, No. 200 / Monday, October 18, 2010 / Notices 63885 

6See MSRB Letter, at 7. 

7 Id. 

8See GFOA Letter, at 1. 

9 Id. 

10 Id. 

11 Id. 

12See GFOA Letter, at 2. 

13 Id. 

14 Id. 

15See S&P Letter, at 1. 

16 Id. 

17See S&P Letter, at 5. 

18 Id. 

19 Id. 

20 Id. 

credit rating information on the EMMA 

public Web site. If and to the extent that 

one or more Nationally Recognized 

Statistical Rating Organizations 

(‘‘NRSRO’’) has agreed to provide credit 

rating and related information regarding 

municipal securities to the MSRB, at no 

charge, through an automated data feed 

for dissemination on the EMMA Web 

site, the EMMA Web site would display 

such credit rating and related 

information along with any documents 

and identifying information relating to 

the applicable municipal security 

otherwise displayed on the EMMA Web 

site. Currently, such other documents or 

information may include official 

statements, advance refunding 

documents, continuing disclosure 

documents, transaction price data, 

interest rate reset information, and 

identifying information relating to a 

specific municipal security. 

Under the proposed rule change, 

credit rating and related information 

normally would be posted within 15 

minutes of successful transmission to 

the MSRB during the hours of 8:30 a.m. 

to 6 p.m. Eastern time, and any such 

information successfully transmitted 

outside of the MSRB’s normal business 

hours would be posted as soon as 

practicable. The MSRB stated that under 

the proposed rule change it shall have 

no obligation to supplement, modify or 

confirm credit rating and related 

information received by it through an 

NRSRO’s automated data feed based on 

information available from any other 

source, including but not limited to any 

such information made publicly 

available by an NRSRO by any means 

other than its automated data feed. 

In the MSRB Letter responding to 

comments, the MSRB requested that the 

proposal be approved with a revised 

effective date to be announced by the 

MSRB in a notice published on the 

MSRB Web site, which date shall be no 

later than one year after Commission 

approval of the proposal and shall be 

announced no later than five business 

days before the effective date. The 

MSRB stated that the revised effective 

date would provide additional time for 

any NRSRO that has not yet determined 

to participate in the EMMA ratings 

initiative to work with the MSRB to 

develop appropriate mechanisms to 

minimize potential threats to 

intellectual property rights and other 

commercial interests.6 The MSRB stated 

that the additional three month period 

also would provide any such NRSRO 

with a further opportunity to provide 

the MSRB with access to its automated 

data feed for development and testing 

purposes with a view to potentially 

making such NRSRO’s ratings 

information available for display upon 

launch of the EMMA ratings initiative 

should such NRSRO reconsider its 

participation in the EMMA ratings 

initiative prior to such launch.7

III. Discussion of Comment Letters and 

Commission Findings 

A. Discussion of Comment Letters 

The Commission received two 

comment letters on the proposed rule 

change filed by the MSRB; the MSRB 

responded to these comments. GFOA 

strongly supported the proposed rule 

change stating that ‘‘we believe that 

there is nothing more relevant than 

making credit ratings available in one 

location, where the public can access 

the information quickly, efficiently, and 

at no cost to them.’’ 8 GFOA believed 

that all members of the public should 

have access to ratings information at the 

CUSIP level and that posting ratings 

information on EMMA at no charge to 

the public would create a ‘‘level playing 

field’’ for all investors and eliminate a 

two-tier system that unfairly allows 

institutional and sophisticated investors 

to more easily access information about 

a security than other investors.9 While 

GFOA recognized that rating agencies 

‘‘have every right to copyright their 

written analysis, rationale and other 

derivative products,’’ GFOA also 

believed that the rating agencies ‘‘should 

not be able to withhold the basic 

conclusion of a rating from open 

distribution through the EMMA 

system.’’ 10 GFOA stated that the 

proposed rule ‘‘simply serves to take 

what already is public information and 

directs it to one location,’’ which would 

be ‘‘something that is a true benefit to 

investors and the public.’’ 11 GFOA 

further stated that having the rating 

agencies provide ratings information 

directly to EMMA is a more efficient 

way of disseminating information to 

investors, noting that issuers may not be 

aware of rating changes at the moment 

they occur.12 GFOA believed that the 

MSRB and the credit rating agencies 

currently have adequate technical 

expertise, portals and systems to send 

feeds to EMMA at little cost to the rating 

agencies or the MSRB.13 Lastly, GFOA 

believed that the MSRB should have 

safeguards in place to ensure that a 

rating is assigned to the correct CUSIP 

and a procedure in place that would 

quickly identify and correct any 

inaccuracies and notify investors of an 

incorrect rating.14

S&P, an NRSRO, supported the 

MSRB’s goal of encouraging 

transparency, but believed that the 

‘‘[p]roposal’s assumption that NRSROs 

may, or should, provide credit rating 

and related information regarding 

municipal securities to the MSRB, at no 

charge, is commercially untenable and 

does not appropriately account for the 

value of the NRSROs’ intellectual 

property.’’ 15 In addition, S&P believed 

that including credit rating and related 

information on the EMMA public Web 

site would offer only limited 

incremental value to investors in 

municipal securities given the extensive 

disclosure requirements to which 

NRSROs are already subject.16

S&P believed that the Commission’s 

NRSRO requirements provide for an 

appropriate level of disclosure and 

expressed concern that the proposed 

rule change ‘‘does not specify the scope 

of the ‘credit and related information’ 

regarding municipal securities that the 

MSRB would expect to be provided by 

the NRSROs.’’ 17 S&P expressed concern 

that to the extent the credit rating and 

related information expected to be 

provided by NRSROs pursuant to the 

proposed rule change would extend 

beyond the disclosure currently 

required by the Commission’s NRSRO 

rules, S&P was concerned that such 

information may not be sufficiently 

tailored to meet the needs of retail 

investors.18 S&P further stated that 

existing disclosure is sufficient to 

enable investors to access S&P’s ratings 

and effectively evaluate the quality of 

their ratings relative to the credit ratings 

produced by other NRSROs.19 S&P 

believed that the benefits of the 

proposed rule change to investors in 

municipal securities would not 

outweigh the burdens that it would 

impose on NRSROs that voluntarily 

provided such information.20

The MSRB responded to these 

comments by stating that it agreed with 

GFOA that the EMMA ratings initiative 

would provide substantial benefits to 

retail investors and would represent a 

significant increase in the level of 

investor protection provided by the 

MSRB’s information systems and 

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63886 Federal Register / Vol. 75, No. 200 / Monday, October 18, 2010 / Notices 

21See MSRB Letter, at 3. 

22 Id. 

23See MSRB Letter, at 3–4. 

24See MSRB Letter, at 4. 

25 Id. 

26 Id. 

27 Id. 

28See S&P Letter, at 3. 

29See GFOA Letter, at 1. 

30 Id. 

31 15 U.S.C. 78s(b)(1). 

32See MSRB Letter, at 5. 

33 Id. 

34 Id. 

35 Id. 

36See S&P Letter, at 4. 

37See MSRB Letter, at 5. 

38 Id. 

39See MSRB Letter, at 6. 

40 Id. 

41 Id. 

42See S&P Letter, at 4. 

43 Id. 

44See MSRB Letter, at 7. 

45 Id. 

46 Id. 

47 Id. 

48 In approving this proposal, the Commission has 

considered the proposed rule’s impact on 

efficiency, competition and capital formation. See 

15 U.S.C. 78c(f). 

49 15 U.S.C. 78o–3(b)(6). 

marketplace rules.21 The MSRB stated 

that under the proposed rule change, 

each NRSRO ultimately determines the 

scope of the credit rating and related 

information to be provided through 

EMMA.22 The EMMA Web site would 

display the same automated data feed 

provided to other subscribers to the 

NRSRO’s information.23 The MSRB 

indicated that ‘‘it is difficult to 

understand how displaying on the 

EMMA Web site information an NRSRO 

also makes available to other 

information services, which in turn 

make them available to their users, 

would result in such information being 

insufficiently tailored or otherwise 

problematic for the needs of retail 

investors.’’ 24 The MSRB stated that 

S&P’s reference to information required 

to be disclosed under the Commission’s 

NRSRO rules correctly reflects that the 

purpose of such information is, at least 

in part, to allow market participants to 

evaluate the relative quality of the 

various NRSROs’ credit ratings.25

However, the MSRB noted that the 

display of ratings information on the 

EMMA Web site ‘‘serves an entirely 

different purpose—that is, to provide 

investors with access to material 

information about municipal securities 

from NRSROs, not to provide a means 

by which investors can determine 

which NRSRO does its job the best.26

The MSRB further noted that the 

‘‘material information that would be 

displayed to EMMA Web site users 

would be precisely the same as the 

information that each NRSRO has 

determined is appropriate to be 

included in its automated data feed, 

thus suggesting that this is precisely the 

information that NRSROs believe is 

relevant for investors to have.’’ 27

S&P expressed concern that ‘‘the 

[p]roposal does not adequately address 

how proprietary information that is 

provided to the MSRB would be 

protected’’ and noted that making its 

ratings information available on EMMA 

would lessen its ability to enforce its 

rights against end-users of the EMMA 

portal as against users of its own Web 

site.28 GFOA stated that any ‘‘written 

communication about the rating to a 

public bond issuer creates a ‘public 

record’ of that issue that must be 

disclosed and is certainly material.’’ 29

GFOA believed that ‘‘the proposed rule 

simply serves to take what already is 

public information and direct it to one 

location * * * something that is a true 

benefit to investors and the public.’’ 30

The MSRB responded to these 

comments by stating that a significant 

portion of the information that would be 

displayed through the EMMA ratings 

initiative is already available on the 

EMMA Web site in official statements 

and material event notices provided 

under Rule 15c2–12 under the Exchange 

Act 31 in connection with ratings 

changes.32 The MSRB stated that it was 

‘‘sensitive to the fact that such electronic 

display could raise concerns regarding 

intellectual property rights if 

appropriate measures are not instituted 

to limit the ability of EMMA Web site 

users to use data in a way that is 

inconsistent with such rights.’’ 33 The 

MSRB plans to ‘‘display credit ratings at 

the individual security level and not in 

a fashion that would allow a user to 

view, copy or print credit ratings on a 

market-wide basis.’’ 34

According to the MSRB, the proposed 

rule change also would not provide for 

inclusion of credit ratings and related 

information obtained from NRSROs in 

its subscription products.35 S&P 

expressed concerns that the MSRB 

could later amend the proposal to 

include such information in a 

subscription service.36 In response, the 

MSRB stated that it has no current plans 

to do so and noted that any such 

amendment would be subject to the 

same rulemaking process as this 

proposal.37 The MSRB also noted that 

any NRSRO choosing to participate in 

the ratings initiative could include 

appropriate limitations or conditions on 

its agreement to participate in regard to 

future redissemination of credit rating 

information through a subscription 

service.38

The MSRB stated that it has 

experience working with information 

vendors to protect their intellectual 

property rights and expressed a 

willingness to work with any NRSRO to 

provide it with the necessary comfort 

that the risk of misuse of its proprietary 

interests can be appropriately 

minimized.39 Additionally, the MSRB 

expressed confidence that ratings 

information could be displayed through 

the EMMA Web site without creating a 

significant adverse effect on the 

financial interests of NRSROs.40 The 

MSRB believed that the proposal ‘‘might 

in fact indirectly result in greater public 

interest in other products offered by the 

NRSROs.’’ 41

S&P believed that the proposal ‘‘fails 

to recognize NRSROs’ legitimate 

commercial needs and does not 

appreciate the significant negative effect 

on revenue that the provision of 

proprietary information at no cost 

would have on NRSROs.’’ 42 S&P also 

characterized the ratings initiative as 

‘‘commercially untenable’’ without 

compensation from the MSRB.43 The 

MSRB responded that each individual 

NRSRO must ‘‘make its own assessment 

of the advisability of providing its credit 

rating information to the MSRB for 

display on the EMMA Web site.’’ 44

However, the MSRB noted its belief that 

displaying ratings on the EMMA Web 

site should not have any more 

appreciable negative effect on NRSROs 

than displaying such information on 

their own respective Web sites.45 The 

MSRB stated that it if the proposal is 

approved by the Commission, the MSRB 

would proceed with such launch even 

if one or more of the NRSROs elects not 

to participate.46 However, the MSRB 

‘‘would be open to continuing a dialogue 

with any NRSRO that chooses not to 

participate in the initial launch of the 

EMMA ratings initiative so that, should 

such NRSRO choose later to determine 

to participate, the MSRB could more 

quickly incorporate such NRSRO’s 

information alongside of credit rating 

information of any NRSROs that have 

participated since such launch.’’ 47

B. Commission Findings 

The Commission has carefully 

reviewed the comment letters and the 

MSRB’s response to the comment letters 

and finds that the proposed rule change 

is consistent with the requirements of 

the Act and the rules and regulations 

thereunder applicable to the MSRB.48 In 

particular, the Commission finds that 

the proposed rule change is consistent 

with the requirements of Section 

15B(b)(2)(C) of the Exchange Act,49

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Federal Register / Vol. 75, No. 200 / Monday, October 18, 2010 / Notices 63887 

50 15 U.S.C. 78s(b)(2). 

51 17 CFR 200.30–3(a)(12). 

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). 

5See Public L. 111–203, section 975, 124 Stat. 

1376 (2010). 

which provides that MSRB’s rules shall 

be designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

regulating, clearing, settling, processing 

information with respect to, and 

facilitating transactions in municipal 

securities, to remove impediments to 

and perfect the mechanism of a free and 

open market in municipal securities, 

and, in general, to protect investors and 

the public interest. 

In the Commission’s view, the 

inclusion of credit rating and related 

information provided by NRSROs 

agreeing to provide such information for 

display on the EMMA Web site should 

serve to promote the statutory mandate 

of the MSRB to protect investors and the 

public interest. Although credit rating 

information is just one of many factors 

to consider in making an investment 

decision and in evaluating the credit 

worthiness and value of existing 

municipal securities holdings, the 

proposed rule change would make such 

information more easily accessible on 

an equal basis to all participants in the 

municipal securities market, including 

in particular retail investors in 

municipal securities who do not 

normally have access to information 

services customarily used by 

professional market participants. The 

proposal will become effective on a date 

to be announced by the MSRB in a 

notice published on the MSRB Web site, 

which date shall be no later than 

October 13, 2011 and shall be 

announced no later than five usiness 

days before the effective date. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,50 that the 

proposed rule change (SR–MSRB–2010– 

03), be, and hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.51

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–26177 Filed 10–15–10; 8:45 am] 

BILLING CODE 8011–01–P 

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. 

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 DoddFrank 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 selfregulatory 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. 

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 

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