[Federal Register Volume 67, Number 59 (Wednesday, March 27, 2002)]
[Notices]
[Pages 14746-14750]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 02-7288]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 33-8072, File No. S7-04-02]


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 
15, 2002. 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 15, 2002. Your comments 
must be received by April 10, 2002 in order to be considered for 
discussion by conference participants.

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. S7-04-02; 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 20549-0310, 
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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 that 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.


[[Page 14747]]


The Commission is required to conduct an annual conference to establish 
ways to achieve these goals. The 2002 meeting will be the nineteenth 
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 (``NSMIA'') \4\ 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. 2002 Conference

    The Commission and the North American Securities Administrators 
Association, Inc. (``NASAA'') \5\ are planning the 2002 Conference on 
Federal-State Securities Regulation, which will be held April 15, 2002 
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:
     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. Other securities also are not 
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. On December 19, 2001, the Commission 
published a release proposing an amendment to Rule 146 under the 
Securities Act.\12\ The proposed amendment provides a definition for 
the term ``qualified purchaser'' for purposes of section 18(b)(3) of 
the Securities Act in order to implement the provision. As proposed, 
``qualified purchaser'' will be defined in the same manner as 
``accredited investor,'' under Rule 501 of Regulation D.\13\ If 
adopted, securities offered or sold to a ``qualified purchaser'' will 
be preempted from state registration requirements. The Commission has 
sought public comment on the proposed definition. Participants will 
discuss the proposed amendment.
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    \12\ Release No. 33-8041 (December 27, 2001) (66 FR 66839).
    \13\ 17 CFR 230.501.
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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. 
Regulation A permits the use of unaudited financial statements. 
However, because the offering must be registered in most cases under 
state

[[Page 14748]]

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, 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. 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.\14\ Issuers must also file the Form D for sales of securities in 
states that have adopted the Uniform Limited Offering Exemption 
(``ULOE'') \15\ 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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    \14\ 17 CFR 230.503.
    \15\ 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.\16\ 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.\17\
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    \16\ See section 7(b)(3) of the Securities Act, 15 U.S.C. 
77g(b)(3).
    \17\ 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. General Disclosure and Other Developments Impacting the Registration 
and Review of Securities Offerings

    On February 13, 2002, the Commission announced its intention to 
propose new corporate disclosure rules in an effort to improve the 
financial reporting and disclosure system.\18\ The rule amendments 
would govern insider transactions and secondary market reporting, and 
disclosures about critical accounting policies. Generally, the proposed 
rules will:
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    \18\ Securities and Exchange Commission Press Release No. 2002-
22 (February 13, 2002).
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     Accelerate quarterly and annual reporting--the due date 
for quarterly reports will be shortened from 45 to 30 days after the 
period end; annual reports will be due 60 days after year end, rather 
than 90 days;
     Require companies to post their Securities Exchange Act of 
1934 (``Exchange Act'') \19\ reports on their websites concurrently 
with Commission filings;
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    \19\ 15 U.S.C. 78a et seq.
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     Expand the list of significant events requiring current 
disclosure on Form 8-K, and accelerate the current due dates to no 
later than the second business day following the occurrence that 
triggered the Form 8-K filing;
     Require accelerated reporting by companies of transactions 
by company insiders in company securities, including transactions with 
the company; and
     Require disclosure of critical accounting policies in the 
Management's Discussion and Analysis of Financial Condition and Results 
of Operations (``MD&A'') section of periodic reports.\20\
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    \20\ Item 303 of Regulations S-B and S-K, 17 CFR 228.303 and 17 
CFR 229.303.
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    Participants will discuss these possible rule amendments and other 
initiatives aimed at improving the financial reporting and disclosure 
system.

(2) Market Regulation Issues

A. Business Continuity Planning for Broker-Dealers

    The participants will discuss business continuity planning for 
broker-dealers in light of the lessons learned from the events of 
September 11, 2001.

B. Shorter Settlement Cycles and Immobilization of Stock Certificates

    In an effort to reduce systemic risks and increase efficiencies, 
the Commission issued a rule in 1993 that required the industry to 
reduce the settlement time for securities transactions from five days 
to three days (T+3) by June 1995.\21\ The Commission believes that the 
reasons identified at that time, mainly the reduction of settlement 
risk and an increase in efficiencies, continue to present sufficient 
justification to again shorten the securities settlement time.
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    \21\ 17 CFR 240.15c6-1.
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    In 2000 the Securities Industry Association (``SIA'') prepared a 
report, ``The Business Case Model,'' containing a cost-benefit analysis 
and a proposed implementation strategy for T+1. The report concluded 
that while the industry strongly supports T+1 because it would 
significantly reduce settlement exposure and create efficiencies, the 
cost of implementing the necessary systems and operational improvements 
would be substantial.
    To offset these costs, the industry is proposing that the 
Commission promulgate a number of regulatory changes. One of the more 
controversial of the proposed changes is adding rules to discourage the 
issuance and use of physical certificates. The report indicates that 
the costs of processing physical securities and the risks inherent with 
the use of physical securities are significant to the industry and 
ultimately their customers. Therefore, in connection with shortening 
the settlement cycle, the industry is proposing that new securities be 
issued in book-entry form only. They also suggest that the Commission, 
or alternatively the exchanges and the National Association of 
Securities Dealers, Inc. (``NASD''), adopt rules to prohibit a broker-
dealer from taking a sell order unless the shares are on deposit with 
the broker-dealer, a bank, or in the book-entry direct registration 
system operated by the Depository Trust Company (``DTC'').
    The Commission's staff will explore with NASAA ways in which to 
discourage the issuance and use of physical certificates, restrictions 
imposed by certain state laws and

[[Page 14749]]

exchange listing standards regarding the issuance of physical 
certificates, and requiring listed companies to issue in book-entry 
only.

C. Possible Changes to NASD Rules Relating to Tape Recording of 
Communications

    The participants may discuss a proposed rule change filed with the 
Commission by the NASD to amend NASD Rule 3010(b)(2) (the ``Taping 
Rule'') and NASD Interpretive Memorandum (``IM'') 8310-2.\22\ Under the 
Taping Rule, firms that hire a significant number of employees from 
previously disciplined firms must employ special written procedures to 
supervise the telemarketing activities of their registered persons, 
install taping systems to record all telephone conversations between 
registered persons and both existing and potential customers, review 
the tape recordings, and file quarterly reports with NASD Regulation. 
The proposed changes generally would: (1) Permit firms that become 
subject to the Taping Rule a one-time opportunity to adjust their 
staffing levels to fall below the prescribed threshold levels and thus 
avoid application of the Rule; (2) revise the criteria by which firms 
become subject to the Taping Rule by not counting certain short-term 
employees of disciplined firms toward the threshold levels; (3) extend 
the compliance deadline to install taping systems to 60 days; (4) 
clarify the NASD staff's authority to grant exemptions in exceptional 
cases only; and (5) extend the taping requirements from two years to 
three years to eliminate conflicting time periods in the Taping Rule. 
In addition, NASD Regulation proposes amendments to NASD IM-8310-2 to 
permit, upon request, public disclosure of whether a particular firm is 
subject to the Taping Rule.
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    \22\ SR-NASD-2002-04.
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D. Possible Revisions to Form BD

    Under the regulatory scheme of the Exchange Act, broker-dealers 
must register with the Commission, as well as with at least one self-
regulatory organization. Broker-dealers apply for registration by 
filing Form BD,\23\ the uniform application for broker-dealer 
registration. The state securities regulators also use this form. Form 
BD requires the applicant or registrant filing the form to provide 
certain information concerning the nature of its business and the 
background of its principals, controlling persons, and employees. Form 
BD is designed to permit regulators to determine whether the applicant 
meets the statutory requirements to engage in the securities business.
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    \23\ 17 CFR 249.501.
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    The Commission last amended Form BD on July 2, 1999 to support 
electronic filing in the Internet-based Central Registration Depository 
(``CRD'') system.\24\ Since the July 1999 amendments, the President 
signed both the Gramm-Leach-Bliley Act of 1999 \25\ and the Commodity 
Futures Modernization Act of 2000 (``CFMA'') \26\ into law. On August 
21, 2001, the Commission implemented Section 203 of the CFMA, which 
provides for expedited notice registration for intermediaries trading 
security futures products.\27\ Specifically, the Commission adopted 
Form BD-N and related rules to permit futures commission merchants and 
introducing brokers that are both registered with the Commodity Futures 
Trading Commission and members of the National Futures Association to 
register by notice with the Commission as broker-dealers for the 
limited purpose of trading security futures products (i.e., futures on 
individual securities and narrow-based security indexes).
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    \24\ Release No. 34-41594 (July 2, 1999) [64 FR 37586].
    \25\ Pub. L. 106-102, 113 Stat. 1338 (November 12, 1999).
    \26\ Pub. L. 106-554, 114 Stat. 2763 (December 21, 2000).
    \27\ Release No. 34-44730 (Aug. 21, 2001) [66 FR 45137].
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    These developments may indicate the need for possible further 
amendments to Form BD. Other amendments to the form may also be 
considered, including (1) requiring owners of non-voting stock to 
disclose their identity; (2) requiring the disclosure of unregistered 
satellite offices and expanding the disclosure requirements; and (3) 
requiring the disclosure of the Commission number of a registered 
entity if the entity does not have a CRD number.

E. Regulatory Regime for Certain Brokers

    A task force of the American Bar Association's Small Business 
Committee is exploring ways to develop a streamlined regulatory regime 
for persons who are classified as brokers because they earn 
transaction-based compensation to facilitate capital raising securities 
transactions, but who do not provide the secondary market services or 
other services that traditional broker-dealers provide to investors. 
The Commission's staff, as well as NASD and NASAA personnel, have held 
several discussions with the task force and its representatives. 
Moreover, the Government-Business Forum on Small Business Capital 
Formation, sponsored by the Commission, has discussed similar issues.
    Many of these discussions have focused on the speed of the current 
registration process, and on whether it would be possible to accelerate 
the process for those persons. Other issues that have been raised 
include questions about what substantive regulations should apply to 
these brokers.
    The Commission's staff believes that further discussion by 
representatives of the Commission, the NASD and state securities 
regulators would be helpful in defining the scope of any problems that 
exist, and in finding ways to improve the regulatory regime for these 
brokers.

F. Examination Issues

    State and federal regulators also will discuss various examination-
related issues of mutual interest, including: examination priorities, 
summits and examination coordination, branch office examinations, 
complaint trends, and anti-money laundering compliance.

(3) Investment Management Issues

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

    Investment advisers registered with the Commission completed their 
transition to electronic filing on IARD between January 1 and April 30, 
2001 using amended Form ADV.\28\ New advisers applying for registration 
with the Commission after January 1, 2001 also filed electronically 
through IARD since paper filings are no longer accepted. State 
registered advisers began switching to the electronic filing process on 
IARD during 2001. Conferees will review and discuss the performance of 
IARD during its initial year of operation. The transition of investment 
adviser representatives to electronic filing in 2002 will be discussed. 
Conferees also will discuss issues related to the future use and 
development of IARD.
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    \28\ 17 CFR 279.1.
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B. Division of Regulatory Authority

    NSMIA divided regulatory responsibility for investment advisers 
between the Commission and state securities regulators. Advisers 
generally register with the Commission if they have assets under 
management of $25 million or more, or if they advise registered 
investment companies. Advisers with less than $25 million in assets 
under management generally must register with the appropriate state 
securities authorities. Approximately 7,500 advisers currently are 
registered

[[Page 14750]]

with the Commission. The conferees will discuss their experiences with 
implementing the provisions of NSMIA. Jurisdictional issues related to 
increased use of the Internet by advisers also will be discussed. 
Conferees also will discuss ways to work together to help advisers 
understand and comply with their regulatory responsibilities.

C. Current Issues and Rulemaking Initiatives

    Conferees will discuss a number of rulemaking initiatives under the 
Investment Advisers Act of 1940 \29\ and state securities laws that 
respond to changes in advisory business practices and developments in 
local, national and global financial markets. Conferees will discuss 
regulatory developments related to the implementation of privacy 
requirements for advisers and an adviser's duties to its clients. 
Conferees also will discuss adviser continuing education needs in light 
of the expanding financial responsibilities of advisers and dynamic 
business trends. Ways to enhance the understanding advisers have of 
their regulatory responsibilities also will be reviewed and discussed.
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    \29\ 15 U.S.C. 80b-1 et seq.
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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 long-standing 
commitment to investor education, and the Commission intends to 
complement those efforts to the greatest extent possible. Participants 
will discuss the following investor education initiatives and potential 
joint projects:

A. Facts on Saving and Investing Campaign

    In the spring of 1998, the Commission and NASAA in conjunction with 
the Council of Securities Regulators of the Americas (``CSA'') launched 
the ``Facts on Saving and Investing Campaign.'' Led primarily by 
securities regulators, the campaign is an ongoing, grassroots effort to 
educate individuals about saving, investing, and avoiding financial 
fraud. Participants will discuss this year's campaign, including the 
Canadian Securities Administrators' heightened involvement and future 
campaign initiatives. The participants also will discuss other 
initiatives for international investor education.

B. Investor Summit

    The Commission's staff will update NASAA on current plans for the 
first Investor Summit to be held by the Commission in late spring 2002. 
The summit aims to give investors nationwide an opportunity to weigh in 
on the broad policy issues that affect them, including ways to improve 
corporate disclosure.

C. Financial Literacy 2010

    In the spring of 1998, NASAA, the NASD, and the Investor Protection 
Trust (``IPT'') joined forces to launch ``Financial Literacy 2001,'' an 
unprecedented campaign targeting 25,000 high school teachers across the 
United States of America. Recently renamed ``Financial Literacy 2010'' 
to reflect the ongoing commitment to offer the financial education 
program to teachers, the program aims to encourage--and make it easier 
for--teachers in every state to teach the basics on saving and 
investing. Working together, NASAA, the NASD, and the IPT have 
developed and updated a state-by-state customized classroom guide and 
have provided aggressive distribution and teacher training. 
Representatives from the states will brief the Commission's staff on 
the updated program that contains components of economics, the progress 
of the program, and its dissemination to economics teachers.

D. 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's staff will discuss its 
continuing efforts to educate investors on how to use the Internet to 
invest wisely. The Commission's staff will also update the status of 
the Commission's initiative to launch fake scam sites on the Internet 
that warn investors about ``get-rich-quick'' schemes.

E. New Programs on Investor Education

    Participants will discuss ideas for new investor education 
programs, including joint NASAA and Commission initiatives.

F. Investor Education Resources

    Participants will view the CSA's segment on young investors 
produced for a national television show, and view the Ontario 
Securities Commission's Web site created for youth that includes games, 
quizzes, screen savers, and videos. Participants will also further 
discuss the most efficient and effective ways to provide educational 
resources to individuals at both a national and a 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. In 
addition, 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 model 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 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 20, 2002.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 02-7288 Filed 3-26-02; 8:45 am]
BILLING CODE 8010-01-P