[Federal Register Volume 66, Number 61 (Thursday, March 29, 2001)]
[Notices]
[Pages 17207-17212]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-7709]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 33-7964, File No. S7-08-01]


Securities Uniformity; Annual Conference on Uniformity of 
Securities Laws

AGENCY: Securities and Exchange Commission.

ACTION: Notice of Conference; Request for Comments.

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SUMMARY: The Commission and the North American Securities 
Administrators Association, Inc. today announced a request for comments 
on the proposed agenda for their annual conference to be held on April 
30, 2001. This meeting seeks to carry out the policies and purposes of 
Section 19(c) of the Securities Act of 1933, principally to increase 
cooperation between the Commission and state securities regulatory 
authorities in order to maximize the effectiveness and efficiency of 
securities regulation.

DATES: The conference will be held on April 30, 2001. We must receive 
your written comments by April 25, 2001 in order to be considered by 
conference participants.

[[Page 17208]]


ADDRESSES: Please send three copies of written comments to Jonathan G. 
Katz, Secretary, Securities and Exchange Commission, 450 5th Street, 
NW., Washington, DC 20549-0609. Comments also can be sent 
electronically to the following E-mail address: [email protected]. 
Comment letters should refer to File No. S7-08-01; if E-mail is used, 
please include this file number on the subject line. Anyone can inspect 
and copy the comment letters at our Public Reference Room, 450 5th 
Street, NW., Washington, DC 20549-0102. All electronic comment letters 
will be posted on the Commission's internet web site (http://www.sec.gov).\1\
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    \1\ We do not edit personal, identifying information, such as 
names or electronic mail addresses, from electronic submissions. 
Submit only information you wish to make publicly available.

FOR FURTHER INFORMATION CONTACT: Marva Simpson, Office of Small 
Business Policy, Division of Corporation Finance, Securities and 
Exchange Commission, 450 5th Street, NW., Washington, DC 20549-0304, 
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(202) 942-2950.

SUPPLEMENTARY INFORMATION:

I. Discussion

    The federal government and the states have jointly regulated 
securities offerings and the securities industry since the adoption of 
the federal regulatory structure in the Securities Act of 1933 (the 
``Securities Act'').\2\ Issuers trying to raise capital through 
securities offerings, as well as participants in the secondary trading 
markets, must comply with the federal securities laws as well as all 
applicable state laws and regulations. Parties involved in this process 
have long recognized the need to increase uniformity and cooperation 
between the federal and state regulatory systems so that capital 
formation can be made easier while investor protections are retained.
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    \2\ 15 U.S.C. 77a et seq.
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    Congress endorsed greater uniformity in securities regulation with 
the enactment of Section 19(c) of the Securities Act in the Small 
Business Investment Incentive Act of 1980.\3\ Section 19(c) authorizes 
the Commission to cooperate with any association of state securities 
regulators which can assist in carrying out that Section's policy and 
purpose. Section 19(c) mandates greater federal and state cooperation 
in securities matters in order to:
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    \3\ Pub. L. 96-477, 94 Stat. 2275 (October 21, 1980).
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     Maximize effectiveness of regulation;
     Maximize uniformity in federal and state standards;
     Minimize interference with the business of capital 
formation; and
     Reduce the costs, paperwork and burdens of raising 
investment capital, particularly by small business, and also reduce the 
costs of the government programs involved.

The Commission is required to conduct an annual conference to establish 
ways to achieve these goals. The 2001 meeting will be the eighteenth 
conference.
    During 1996, Congress again examined the system of dual federal and 
state securities regulation. It considered the need for regulatory 
changes to promote capital formation, eliminate duplicative regulation, 
decrease the cost of capital and encourage competition, while at the 
same time promoting investor protection. Congress passed The National 
Securities Markets Improvement Act of 1996\4\ (``NSMIA'') as a result. 
NSMIA contains significant provisions that realign the partnership 
between federal and state regulators. The legislation reallocates 
responsibility for regulation of the nation's securities markets 
between the federal government and the states in order to eliminate 
duplicative costs and burdens and improve efficiency, while preserving 
investor protections.
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    \4\ Pub. L. 104-290, 110 Stat. 3416 (October 11, 1996).
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II. 2001 Conference

    The Commission and the North American Securities Administrators 
Association, Inc. (``NASAA'') \5\ are planning the 2001 Conference on 
Federal-State Securities Regulation, which will be held April 30, 2001 
in Washington, DC. At the conference, Commission and NASAA 
representatives will divide into working groups in the areas of 
corporation finance, market regulation and oversight, investment 
management, investor education, and enforcement. Each group will 
discuss methods to enhance cooperation in securities matters and 
improve the efficiency and effectiveness of federal and state 
securities regulation. Generally, only Commission and NASAA 
representatives may attend the conference to encourage open and frank 
discussion. However, each working group in its discretion may invite 
specific self-regulatory organizations (``SROs'') to attend and 
participate in certain sessions.
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    \5\ NASAA is an association of securities administrators from 
each of the 50 states, the District of Columbia, Puerto Rico, Mexico 
and twelve Canadian Provinces and Territories.
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    The Commission and NASAA are preparing the conference agenda. We 
invite the public, securities associations, self-regulatory 
organizations, agencies, and private organizations to participate by 
submitting written comments on the issues set forth below. In addition, 
we request comment on other appropriate subjects. Conference attendees 
will consider all comments.

III. Tentative Agenda and Request for Comments

    The tentative agenda for the conference consists of the following 
topics in the areas of corporation finance, market regulation, 
investment management, investor education, and enforcement.

(1) Corporation Finance Issues

    NSMIA amended Section 18 of the Securities Act \6\ to preempt state 
blue-sky registration and review of offerings of covered securities.\7\ 
Covered securities, as defined by Section 18, include several types of 
securities. One class of covered securities is securities traded on the 
national markets like the New York Stock Exchange, Inc. (``NYSE''), 
American Stock Exchange LLC (``Amex'') and the Nasdaq National Market 
System (``Nasdaq/NMS''). Covered securities also include registered 
investment company securities and some exempt securities and offerings.
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    \6\ 15 U.S.C. 77r.
    \7\ 15 U.S.C. 77r(a) and (b).
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    The states retain some authority over offerings of covered 
securities despite this preemption. Except for nationally-traded 
securities, the states have the right to require fee payments and 
notice filings. The states also retain antifraud authority over all 
securities offerings, including offerings of covered securities.
    Securities that are not covered securities remain subject to state 
registration requirements. These securities generally include the 
securities of smaller companies, like those quoted on the Nasdaq 
SmallCap market or the over-the-counter Bulletin Board, or in the 
``pink sheets.'' Securities issued under some federal exemptions from 
registration are not covered securities; the states retain authority to 
register or exempt those securities. These include securities issued in 
unregistered offerings under the following exemptions:

[[Page 17209]]

     Section 3(a)(11) of the Securities Act and Rule 147 for 
intrastate offerings; \8\
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    \8\ 17 CFR 230.147.
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     Section 4(2) of the Securities Act where the offering does 
not meet the safe harbor requirements of Rule 506 of Regulation D; \9\
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    \9\ 17 CFR 230.501 through 230.508.
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     Regulation A; \10\ and
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    \10\ 17 CFR 230.251 through 230.263.
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     Rules 504 and 505 of Regulation D.\11\
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    \11\ 17 CFR 230.504 and 230.505. Besides the listed securities, 
other securities also are considered covered securities. These 
include securities traded on regional exchanges and asset-backed and 
mortgage-backed securities.
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    The states' authority over securities offerings, particularly their 
ability to register and review offerings of non-covered securities, 
continues the need for uniformity between the federal and state 
registration systems, where consistent with investor protection. Staff 
from the Commission's Division of Corporation Finance and state 
representatives will discuss ways to increase uniformity between the 
systems. The group will focus primarily on the following topics:

A. Transactions Involving ``Qualified Purchasers''

    Under the provisions of Section 18 of the Securities Act, an 
additional category of covered securities is subject to preemption, 
i.e., transactions involving qualified purchasers. This term is subject 
to definition by the Commission. The participants will discuss this 
provision.

B. Federal Exemptions

1. Regulation A
    The participants will consider possible revisions to the 
Commission's Regulation A exemption from the registration requirements 
of the Securities Act. As presently constituted, the provision permits 
the offer and sale of up to $5 million worth of securities in a 12-
month period. An offering circular must be prepared for delivery before 
sale. Such offering materials are subject to Commission staff review 
before sale. Regulation A permits the use of unaudited financial 
statements. However, because the offering must be registered in most 
cases under state laws, issuers may be required to provide audited 
financial statements. Further, the current level of exemption may be 
too low to invite professional underwriting interest in these 
offerings. The conferees will consider possible changes to make the 
Regulation A exemption more useful to small businesses, yet consonant 
with investor protection.
    Regulation A also permits the offering of securities in the manner 
of ``testing the waters'' to see whether or not any potential offering 
of an issuer's securities would be favorably received by the investing 
public. The provision has not been widely used. The conferees will 
discuss the provision with a view to determining whether greater 
federal/state uniformity is an issue and can be achieved or whether 
other matters have caused the apparent lack of attractiveness in this 
provision.
2. Federal Coordinating Exemption for Offerings Exempt Under State Law
    The Commission in 1996 adopted an exemption from federal 
registration for offerings up to $5 million made in compliance with one 
of California's exemptions from state securities qualification 
requirements.\12\ The California exemption--Section 25102(n) of the 
California Corporation Code--permits some forms of general solicitation 
and limits sales to persons called qualified purchasers. The federal 
exemption applies only to offers and sales that satisfy the conditions 
of the California exemption. Other states have now fashioned similar 
exemptions from their registration provisions. In addition, a number of 
states have adopted NASAA's Model Accredited Investor Exemption, which 
is patterned on the California provision. The Division and state 
representatives will discuss these exemptions and consider the current 
views relating to federal/state uniformity in this area.
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    \12\ 17 CFR 230.1001.
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3. Form D
    As the result of a cooperative effort between NASAA and the 
Commission, in 1982, the Commission adopted Regulation D, which was 
intended to facilitate uniformity for limited offering exemptions at 
the state and federal level. Form D was adopted in conjunction with 
Regulation D. Form D serves as a notice of sales for use in exempt 
offerings under Regulation D and Section 4(6) of the Securities Act. 
Rule 503 requires issuers seeking an exemption under Regulation D to 
file Form D with the Commission within 15 days after the first 
sale.\13\ Issuers must also file the Form D for sales of securities in 
states that have adopted the Uniform Limited Offering Exemption 
(``ULOE'') \14\ and the Form D. Currently, the Commission and some 
states receive paper filings. With the advent of electronic filing and 
advances in technology, it may be more timely and cost-effective to 
file the Form D using the EDGAR system. The conferees will discuss 
methods of simplifying the form for electronic filing purposes as well 
as the contents of the notice.
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    \13\ 17 CFR 230.503.
    \14\ The ULOE provides a uniform exemption from state 
registration for offerings complying with Regulation D.
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C. Securities of Blank Check Companies

    A blank check issuer or company is one in the development stage 
with no specific business plan or purpose, or one that indicates that 
its plan is to engage in a merger or acquisition with an unidentified 
company or companies.\15\ In 1990, the U.S. Congress found that 
offerings by these kinds of issuers were common vehicles for fraud and 
manipulation in the market for penny stocks. The Commission has adopted 
several rules, as Congress directed, to deter fraud in connection with 
these offerings.\16\
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    \15\ See Section 7(b)(3) of the Securities Act, 15 U.S.C. 
77g(b)(3).
    \16\ 17 CFR 230.419 and 17 CFR 240.15g-8.
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    The group will discuss matters of mutual concern relating to these 
offerings, including recent developments and possible new rules and 
revisions of existing rules.

D. Communications Restrictions Before, During and After a Registered 
Public Offering

    The Commission staff is considering modifications to the Securities 
Act restrictions on communications during the offering period. In 
particular, the Commission staff will focus on whether current 
restrictions on communications may be reduced to accommodate new 
technologies without compromising investor protections. The conferees 
will consider the issues from these perspectives with a view toward 
defining the regulatory necessities for investor protection.

E. Plain English and Other Disclosure Processing Issues

    As of October 1, 1998, issuers filing Securities Act registration 
statements must use plain English writing principles when drafting the 
front part of prospectuses, i.e., the cover page and the summary and 
risk factors sections.\17\ These plain English principles include: 
active voice; short sentences; everyday language; tabular presentation 
or ``bullet lists'' for complex material, if possible; no legal jargon 
or highly technical business terms; and no multiple negatives.
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    \17\ Securities Act Release No. 7497 (January 28, 1998) [63 
6370].
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    The Division's staff, in its full review of a registration 
statement, examines the

[[Page 17210]]

prospectus for compliance with the plain English requirements. If 
appropriate, the Division staff will issue comments to obtain improved 
plain English disclosures. Some states also review and issue comments 
on prospectus disclosures. The concurrent comment process from 
different regulators raises the prospect of inconsistent comments. For 
instance, the Division may ask for changes to conform to plain English 
requirements that seem contrary to state disclosure standards. The 
group will consider issues that have arisen in this area and ways to 
facilitate federal and state coordination in the comment process. Other 
areas of discussion will include the use of prospective information 
such as financial[ forecasts.

F. Uniform Securities Act

    A committee of the National Conference of Commissioners on Uniform 
State Laws is in the process of drafting a new version of the Uniform 
Securities Act. The Uniform Securities Act is a uniform state 
securities law statute. Two versions are currently in force--the 
Uniform Securities Act of 1956 and the Revised Uniform Securities Act 
of 1985. The new version will modernize and update the law for many 
changes including, for example, NSMIA, technology advances, and 
internationalization of securities trading. The group will discuss the 
status of this redrafting effort and related matters.

(2) Market Regulation Issues

A. Books and Records

    The Commission originally proposed amending the Books and Records 
Rules in 1996 in response to concerns raised by NASAA members.\18\ On 
October 11, 1996, NSMIA was enacted prohibiting any state from imposing 
broker-dealer books and records requirements that differ from, or add 
to, the Commission's requirements. It also directs the Commission to 
consult periodically with state securities authorities concerning the 
adequacy of its books and records requirements.
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    \18\ Exchange Act Release No. 37850 (October 22, 1996) [61 FR 
55593].
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    On October 2, 1998, in response to comments regarding the original 
proposal, the Commission reproposed rule changes to clarify and expand 
recordkeeping requirements for purchase and sale documents, customer 
records, associated person records, customer complaints, and other 
matters.\19\ The reproposed amendments also specified the books and 
records that broker-dealers would make available at their local offices 
and would require a broker-dealer to update customer account records at 
least once every three years.
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    \19\ Exchange Act Release No. 40518 (October 9, 1998) [63 FR 
54404].
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    The Commission received approximately 115 comment letters in 
response to the reproposal. The Commission staff reviewed them and 
modified the reproposed amendments in order to reduce the burden on 
broker-dealers without substantially detracting from the original 
objective of establishing rules to facilitate examinations and 
enforcement activities of the Commission, SROs, and state securities 
regulators. The participants may discuss these proposals.

B. Capacity Issues

    The participants will discuss broker-dealer systems capacity issues 
in light of the increasing number of online brokerage accounts being 
opened by investors. According to a recent estimate, in 2000, there 
were more than 200 brokerage firms with an estimated 21 million 
accounts, valued at an estimated $3.1 trillion.\20\
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    \20\ Online Financial Services Update, U.S. Bancorp Piper 
Jaffray (April 2000).
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C. SEC Proposals and Other Issues

    On June 8, 2000, the Commission issued an order directing SROs to 
develop plans to implement decimal pricing by September 5, 2000 and to 
complete the conversion no later than April 9, 2001.\21\ By January 29, 
2001, all exchange-listed stocks and their options were converted to 
decimal pricing. Decimal pricing began in selected Nasdaq stocks and 
their options on March 12, 2001 and in all remaining stocks and options 
by April 9, 2001. Participants may discuss issues associated with this 
process and its effects on market quality and trading behavior.
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    \21\ Exchange Act Release No. 42914 [65 FR 38010] (June 19, 
2000).
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    Rule 15c2-11 under the Securities Exchange Act of 1934 (the 
``Exchange Act'') regulates the publication of quotations for 
securities not listed on a national securities exchange or quoted on 
Nasdaq.\22\ The Rule generally prohibits a broker-dealer from 
publishing a quotation for such a security in a quotation medium unless 
it has obtained and reviewed certain information about the issuer. The 
broker-dealer also must have a reasonable basis to believe the 
information is accurate and was obtained from a reliable source. The 
Commission proposed amendments to Rule 15c2-11 on February 17, 
1998,\23\ and reproposed amendment on February 25, 1999.\24\ The 
Commission received over 370 comment letters in response, and is now 
considering what, if any, amendments to adopt. Participants may discuss 
the status of these proposed amendments.
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    \22\ 17 CFR 240.15c2-11.
    \23\ Exchange Act Release No. 39670 [63 FR 39670] (February 25, 
1998).
    \24\ Exchange Act Release No. 41110 [64 FR 11124] (March 8, 
1999).
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1. Small Office Supervision and SRO Issues
    Recently, the Commission has brought a number of enforcement 
proceedings in situations involving inadequate supervision of small, 
remote offices not subject to onsite supervision. A number of them 
involved investor losses from fraudulent conduct. In many cases, the 
firms did not have supervisory procedures that included regular onsite 
examinations, surprise examinations, or other means reasonably designed 
to prevent and detect such misconduct. The National Association of 
Securities Dealers (``NASD'') has issued several notices to members 
providing guidance on supervision, including supervision of small 
offices. Among other things, the notices recommend the implementation 
of surprise examinations in situations where there are red flags, such 
as the employment of registered representatives with disciplinary 
histories. The Division would like to open a discussion as to the type 
of problems, if any, state regulators have observed in small offices 
that are not subject to onsite supervision.
    The Commission approved several proposed rule changes relating to 
day trading activities. In July 2000, the Commission approved a 
proposal by the NASDd that requires firms promoting a day trading 
strategy to disclose the financial risks of day trading and assess the 
appropriateness of day trading as a strategy for individuals. In 
February 2001, the Commission approved rule changes by the NYSE and the 
NASD to amend margin requirements for day trading customers of member 
firms. These margin rules will take effect six months following this 
approval. The participants may discuss issues relating to these recent 
events.
2. Financial Modernization Legislation
    On November 22, 1999, the President signed the Gramm-Leach-Bliley 
Act of 1999 (``GLBA'') into law. GLBA permits securities, insurance, 
and banking firms to enter each other's lines of business. In the 
coming years, the Commission staff will continue to work with other

[[Page 17211]]

financial regulators and the financial services industry to implement 
its various provisions. One ongoing project is to interpret the 
functional regulation provisions in Title II of GLBA. The participants 
may discuss this legislation.
3. Financial Modernization Legislation--Implementation of Privacy Rules
    The Commission adopted privacy rules, designated Regulation S-P, on 
June 22, 2000. Regulation S-P implements Section 504 of GLBA, which 
requires federal agencies to adopt rules implementing notice 
requirements and restrictions on a financial institution's ability to 
disclose nonpublic personal information about consumers. It applies to 
investment advisers registered with the Commission, brokers, dealers, 
and investment companies. It requires those entities to provide 
customers with notice of their privacy policies and practices, 
including annual updates. In addition, disclosure of nonpublic personal 
information about a consumer to nonaffiliated third parties is 
prohibited unless the consumer has been provided information regarding 
the proposed disclosure and has not opted out of it. Regulation S-P 
also requires covered entities to adopt policies and procedures that 
address administrative, technical, and physical safeguards for the 
protection of customer records and information.
    Regulation S-P became effective November 13, 2000. The Commission 
and other federal agencies that adopted such privacy regulations will 
begin enforcing them on July 1, 2001. The participants may discuss 
these developments.
4. Commodity Futures Modernization Act of 2000
    In December 2000, the Commodity Futures Modernization Act of 2000 
(``CFMA'') was signed into law. The bill: (a) Lifts the previous 
statutory ban on single stock and narrow-based stock index futures; (b) 
clarifies the regulatory treatment of certain over-the-counter 
derivative instruments under the commodities and securities laws; and 
(c) adjusts regulatory oversight of futures exchanges by the Commodity 
Futures Trading Commission (``CFTC''). The CFMA provides for joint SEC/
CFTC regulation of single stock and narrow-based stock index futures. 
State regulation of securities futures remains preempted, as has been 
the case for futures on other underlying products. Amendments to the 
securities laws also clarify the Commission's anti-fraud authority over 
certain swap agreements.
    In the coming months, the Commission staff will continue to work 
with other regulators and the financial services industry to implement 
various provisions of the CFMA. The participants may discuss this 
legislation.

D. Examination Issues

    State and federal regulators also will discuss various examination-
related issues of mutual interest, including: summits and examination 
coordination; branch office examinations; micro-cap issues; day 
trading; variable annuity bonus products and brokered certificates of 
deposit.

(3) Investment Management Issues

A. Electronic Filing and the Investment Adviser Registration Depository 
(``IARD'')

    Investment advisers began making electronic filings of Form ADV 
through the IARD in January 2001. A single electronic filing through 
IARD allows investment advisers to satisfy both their federal and state 
filing requirements. All investment advisers registered with the 
Commission are scheduled to make their initial electronic filing on 
IARD between January 1 and April 30, 2001. Members of the public will 
have access to investment adviser information on the IARD later this 
year.
    Last year, the Commission amended Part 1 of Form ADV in preparation 
for electronic filing, but left unadopted proposed amendments to Part 
2.\25\ The Commission staff currently is reviewing the large number of 
comments received on these proposals.
    Conferees will discuss their experience with the IARD and will 
discuss the experience of investment advisers in transitioning to 
electronic filing. They also will discuss state plans to mandate filing 
on IARD and to begin accepting filings by investment adviser 
representatives through IARD. Conferees will discuss public comments 
the Commission has received on proposed amendment to Part 2 of Form 
ADV, and the implementation of public access system.
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    \25\ Investment Advisers Act Release No. 1897 (Sept. 12, 2000) 
[65 FR 57438]
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B. Division of Regulatory Authority

    In NSMIA, Congress divided regulatory responsibility for investment 
advisers between the Commission and state securities regulators. 
Advisers that have assets under management of $25 million or more, or 
that advise registered investment companies, generally register with 
the Commission. Advisers with under $25 million in assets under 
management must register with the appropriate state securities 
authorities. Approximately 7,800 advisers currently are registered with 
the Commission. The conferees will discuss their experience with NSMIA 
and issues of mutual interest that have arisen from time to time under 
the new statute, including how to deal with advisers who are not 
registered with the appropriate regulator.

C. Other Current Issues and Rulemaking

    In response to changes in the business activities of investment 
advisers and recent changes in federal law, the Commission's Division 
of Investment Management is considering a number of rulemaking 
initiatives under the Investment Advisers Act of 1940.\26\ In addition, 
NASAA may be contemplating modifications to its model laws. Conferees 
will discuss pending initiatives and how they might work together on 
them.
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    \26\ Securities Act Release No. 7911 (October 17, 2000) [65 FR 
74988].
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(4) Investor Education and Assistance Issues

    The Commission and NASAA currently pursue a number of programs to 
educate investors on how to invest wisely and to protect themselves 
from fraud and abuse. The states and NASAA have a lone-standing 
commitment to investor education, and the Commission intends to 
complement those efforts to the greatest extent possible. During the 
Investor Education Working Group session, participants at the 
conference will discuss the following investor education initiatives 
and potential joint projects:

A. Online Investor Protection

    NASAA will discuss ongoing state initiatives to enhance investor 
protection online, including the status of the Investing Online 
Resource Center. Similarly, the Commission staff will brief NASAA on 
its continuing efforts to fight Internet fraud and to educate investors 
on how to use the Internet to invest wisely.

B. Financial Literacy 2001

    In the spring of 1998, NASAA, the NASD, and the Investor Protection 
Trust (``IPT'') joined forces to launch ``Financial Literacy 2001,'' an 
unprecedented $1 million campaign targeting 25,000 high school teachers 
across America. The goal of FL2001 is to encourage--and make it easier 
for--teachers in every state to teach the

[[Page 17212]]

basics on saving and investing. Working together, NASAA, the NASD, and 
the IPT have developed a state-by-state customized classroom guide and 
have begun to provide aggressive distribution and teacher training. 
During the working group session, the states will brief the Commission 
on the progress of FL2001 and plans for dissemination of the FL2001 
program in the coming year.

C. Facts on Saving and Investing Campaign

    In the spring of 1998, NASAA and the Commission, in conjunction 
with the Council of Securities Regulators of the Americas, launched the 
Facts on Saving and Investing Campaign. The campaign is an ongoing, 
grassroots effort to educate individuals about saving, investing, and 
avoiding financial fraud. Twenty-one countries throughout the Western 
Hemisphere participated in the campaign's enormously successful kick-
off week. In the U.S., campaign partners--including more than thirty 
government agencies, consumer organizations, and financial industry 
associations--held educational events and distributed information on 
saving and investing throughout the country. During the working group 
session, participants will discuss the campaign and future campaign 
initiatives. They will also discuss other initiatives for international 
investor education.

D. New Programs on Investor Education

    Participants in the working group session will brainstorm ideas for 
new investor education programs, including joint NASAA and Commission 
initiatives.

E. Investor Education Resources

    Participants in the working group session will assess existing 
resources for investor education--including brochures, videotapes, 
online materials, and other media--and identify gaps. The group will 
further discuss the most efficient and effective ways to provide 
educational resources to individuals at the grassroots level.

(5) Enforcement Issues

    In addition to the above topics, state and federal regulators will 
discuss various enforcement-related issues of mutual interest.

(6) General

    There are a number of matters that are applicable to all, or a 
number, of the areas noted above. These include EDGAR (the Commission's 
electronic disclosure system), rulemaking procedures, training and 
education of staff examiners and analysts, and information sharing.
    The Commission and NASAA request specific public comments and 
recommendations on the above-mentioned topics. Commenters should focus 
on the agenda but may also discuss or comment on other proposals which 
would enhance uniformity in the existing scheme of state and federal 
regulation, while helping to maintain high standards of investor 
protection.

    By the Commission.

    Dated: March 23, 2001.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 01-7709 Filed 3-28-01; 8:45 am]
BILLING CODE 8010-01-M