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###### Securities and Exchange Commission

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

                    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 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.                

#### 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                           ( print 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] 

## 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] 

Florence E. Harmon,

Deputy Secretary.

# Footnotes

1.                             15 U.S.C. 78s(b)(1).                    
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2.                             17 CFR 240.19b-4.                    
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3.                             15 U.S.C. 78s(b)(3)(A)(iii).                    
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4.                             17 CFR 240.19b-4(f)(3).                    
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5.                                                     *See*Public L. 111-203, section 975, 124 Stat. 1376 (2010).                    
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6.                             15 U.S.C. 78s(b)(3)(A)(iii).                    
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7.                             17 CFR 240.19b-4(f)(3).                    
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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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9.                                 17 CFR 200.30-3(a)(12).                        
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[FR Doc. 2010-26178 Filed 10-15-10; 8:45 am]

BILLING CODE 8011-01-P