Subject: File No. S7-45-10
From: Scott J. Kluver
Affiliation: Administrator, City of Washburn, Wisconsin

February 15, 2011

Dear Securities and Exchange Commission:

As an administrator and director of a development authority for a small community (2,300 population), I am writing to encourage you to exempt appointed members of a governing body of a municipal entity from the definition of a “municipal advisor.” Our local Development Authority is made of up seven community members, some of whom own very small businesses. They volunteer their time in efforts to promote, attract, and help to locate new businesses to our community. They receive no reward or payment for their services, they are just trying to make their community better. It is hard enough to find people to volunteer their time to do this and to put up with the local politics that sometimes ensues. To require the members of an authority such as ours to be required to be registered as a municipal advisor would likely put an end to our community’s efforts to promote economic development with the help of some of our citizens. Without this change, this provision will do more harm than good.

Scott J. Kluver, Administrator
City of Washburn
119 Washington Avenue
P.O. Box 638
Washburn, WI 54891