Subject: File No. S7-45-10
From: Jeff Huffman
Affiliation: Tipton County, Tennessee Mayor

February 22, 2011

Ms. Elizabeth Murphy

I am deeply concerned about the SEC proposed rules that would include appointed board members of a municipal entity within the definition of municipal advisors and create a permanent registration process for municipal advisors.

Local governments use volunteers in our local communities on many of these boards. To include these volunteers as advisors to the county instead of members of the local government is wrongheaded and flies in the face of encouraging volunteer citizens to participate in the workings of their government.

Additionally, I am confused by exactly how "advice" is defined. How much consultation is considered enough to trigger "advice" under the Dodd-Frank Act or the proposed rules. This proposal, as written, is bad for local government and constitutes another federal mandate to local governments across the country.

Thank you for the opportunity to submit this comment.