February 22, 2011
Elizabeth M. Murphy, Secretary
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-1090
Re: File Number S7-45-10 Release No. 34-63576
Dear Secretary Murphy:
I write to ask the Commission's consideration of the following comments with regard to Release No. 34-63576, which proposes the adoption of Rules 15Ba1-1 to 15Ba1-7 [17 CFR 240.15Ba1-1 to 240.15Ba1-7] (the "Proposed Rules").
Civic engagement, transparency, and ethics are central themes of the Administration of Governor Deval Patrick. We are supportive of the Commission's desire to improve transparency and ethics through the adoption of the Proposed Rules, and in fact, have led on these issues, strengthening our own state ethics and open meeting laws. However, we are concerned that the Commission's interpretation of the Proposed Rules may have a chilling effect on volunteerism and civic engagement.
We depend on volunteerism to provide meaningful input and oversight to the Massachusetts government. In the Commonwealth, there are over 1,000 boards and commissions for which there are nearly 7,000 seats, most of which are appointed by the Governor, and the vast majority of which are unpaid.
The Commission's interpretation of the statutory term "municipal advisor" as including appointed members of a board who "provide advice" to the board regarding municipal financial products or the issuance of municipal securities will require certain volunteer board members to register with the Commission as "advisors." I am concerned that this registration requirement will: 1) harm our ability to attract and retain qualified volunteer board members, and 2) dampen the willingness of board members to engage in open discussion of financial issues for fear of "providing advice," as interpreted by the Commission.
Consequently, I request that the Commission reconsider its interpretation and clarify that the term "municipal advisor" excludes all board members of a municipal entity, whether elected or appointed.
Thank you for your consideration.
Assistant Secretary for Capital Finance and Intergovernmental Affairs
Executive Office for Administration and Finance
State House, Room 272
Boston, MA 02133