[Federal Register Volume 69, Number 148 (Tuesday, August 3, 2004)]
[Notices]
[Pages 46603-46607]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-17649]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-50105; File No. SR-NASD-2003-176]


Self-Regulatory Organizations; Notice of Filing of Amendment No. 
2 to a Proposed Rule Change by the National Association of Securities 
Dealers, Inc. Relating to Chief Executive Officer Certification and 
Designation of Chief Compliance Officer

July 28, 2004.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'')\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on November 28, 2003, the National Association of Securities Dealers, 
Inc. (``NASD'') filed with the Securities and Exchange Commission 
(``SEC'' or ``Commission'') the proposed rule change as described in 
Items I, II, and III below, which Items have been prepared by NASD. On 
December 31, 2003, notice of the proposal was published in the Federal 
Register.\3\ On March 8, 2004, the NASD filed Amendment No. 1 to the 
proposed rule change.\4\ On July 15, 2004, the NASD filed Amendment No. 
2 to the proposed rule change.\5\ The Commission is publishing this 
notice to solicit comments on the proposed rule change, as amended, 
from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Exchange Act Release No. 48961 (Dec. 23, 2003), 68 FR 75704. 
The Commission received six comments on the proposal. Letters to 
Jonathan G. Katz from: Laura Singer, Vice President and General 
Counsel, E*Trade Brokerage Holdings, Inc. (Feb. 11, 2004); George R. 
Kramer, Vice President and Acting General Counsel, Securities 
Industry Association, Paul A. Merolla, Executive Vice President, SIA 
Compliance and Legal Division, and Paul Saltzman, Executive Vice 
President and General Counsel, The Bond Market Association (Feb. 6, 
2004); Joan Hinchman, Executive Director, President, and CEO, 
National Society of Compliance Professionals, Inc. (Feb. 5, 2004); 
and Christiane G. Hyland, Senior Vice President and General Counsel, 
Empire Corporate FCU (Jan. 21, 2004); and letters from Stephen A. 
Batman, CEO, 1st Global Capital Corp. (Jan. 21, 2004) and Herbert A. 
Pontzer, SVP/Chief Compliance Officer, NFP Securities, Inc. (Feb. 4, 
2004). The comments are available online at www.sec.gov/rules/sro/nasd/nasd2003176.shtml.
    \4\ See letter from Philip A. Shaikun, Assistant General 
Counsel, NASD, to Catherine McGuire, Chief Counsel, Division of 
Market Regulation, Commission, dated March 8, 2004 (``Amendment No. 
1''). In Amendment No. 1, NASD added a requirement that the mandated 
meetings between the CEO and CCO include discussion of compliance 
system deficiencies, risks and resources.
    \5\ See letter from Philip A. Shaikun, Assistant General 
Counsel, NASD, to Catherine McGuire, Chief Counsel, Division of 
Market Regulation, Commission, dated July 15, 2004 (``Amendment No. 
2''). In Amendment No. 2, NASD eliminated the CCO certification 
requirement and added to the accompanying interpretive material a 
description of the CCO's role in the member's compliance scheme and 
the CEO certification required under this proposed rule.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    NASD is proposing new NASD Rule 3013 and accompanying Interpretive 
Material (``IM'') 3013 to require each member to designate a chief 
compliance officer (``CCO'') and further require the member's chief 
executive officer (``CEO'') to certify annually to having in place a 
process to establish, maintain, review, modify, and test policies and 
procedures reasonably designed to achieve compliance with applicable 
NASD rules, MSRB rules, and the federal securities laws. Below is the 
text of the proposed rule change. Proposed new language is in italics.
* * * * *

3013. Annual Certification of Compliance and Supervisory Processes

(a) Designation of Chief Compliance Officer

    Each member shall designate and specifically identify to NASD on 
Schedule A of Form BD a principal to serve as chief compliance officer.

(b) Annual Certification

    Each member shall have its chief executive officer (or equivalent 
officer) certify annually, as set forth in IM-3013, that the member has 
in place processes to establish, maintain, review, test and modify 
written compliance policies and written supervisory procedures 
reasonably designed to achieve compliance with applicable NASD rules, 
MSRB rules and federal securities laws and regulations, and that the 
chief executive officer has conducted one or more meetings with the 
chief compliance officer in the preceding 12 months to discuss such 
processes.

IM-3013. Annual Compliance and Supervision Certification

    The NASD Board of Governors is issuing this interpretation to the 
requirement under Rule 3013(b), which requires that the member's chief 
executive officer (or equivalent officer) execute annually \i\ a 
certification that the member has in place processes to establish, 
maintain, review, test and modify written compliance policies and 
written supervisory procedures reasonably designed to achieve 
compliance with applicable NASD rules, MSRB rules and federal 
securities laws and regulations. The certification shall state the 
following:
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    \i\ Members must ensure that each ensuing annual certification 
is effected no later than on the anniversary date of the previous 
year's certification.
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* * * * *

Annual Compliance and Supervision Certification

    The undersigned is the chief executive officer (or equivalent 
officer) of [name of member corporation/partnership/sole 
proprietorship] (the ``Member''). As required by NASD Rule 3013(b), the 
undersigned makes the following certification:
    1. The Member has in place processes to:
    (a) Establish, maintain and review policies and procedures 
reasonably designed to achieve compliance with applicable NASD rules, 
MSRB rules and federal securities laws and regulations;
    (b) Modify such policies and procedures as business, regulatory and 
legislative changes and events dictate; and
    (c) Test the effectiveness of such policies and procedures on a 
periodic basis, the timing and extent of which is reasonably designed 
to ensure continuing compliance with NASD rules, MSRB rules and federal 
securities laws and regulations.
    2. The undersigned chief executive officer (or equivalent officer) 
has conducted one or more meetings with the chief compliance officer in 
the preceding 12 months, the subject of which satisfy the obligations 
set forth in IM-3013.
    3. The Member's processes, with respect to paragraph 1 above, are 
evidenced in a report reviewed by the chief executive officer (or 
equivalent officer), chief compliance officer, and such other officers 
as the Member may deem necessary to make this certification, and 
submitted to the Member's board of directors and audit committee.
    4. The undersigned chief executive officer (or equivalent officer) 
has consulted with the chief compliance officer and other officers as 
applicable (referenced in paragraph 3 above) and such other employees, 
outside consultants, lawyers and accountants, to the extent deemed 
appropriate, in

[[Page 46604]]

order to attest to the statements made in this certification.\ii\
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    \ii\ Members should understand that the requirements of Rule 
3013 and this Interpretive Material represent, in part, a principle-
based requirement to certify that the member has in place processes 
to establish, maintain, review, test and modify written compliance 
policies and written supervisory procedures reasonably designed to 
achieve compliance with applicable NASD rules, MSRB rules and 
federal securities laws and regulations. Consequently, compliance 
with the periodic and content requirements in this Interpretive 
Material pertaining to meetings between the chief executive officer 
(or equivalent officer) and the chief compliance officer does not 
satisfy the full extent of these principle-based obligations that 
will vary with the facts and circumstances of a member's business 
activities and organizational structure. Moreover, NASD emphasizes 
the testing aspect of this principle-based requirement; an integral 
purpose of NASD rules pertaining to supervision is that members 
adopt policies and procedures that are effective as to both the 
scope of, and the achievement of compliance with, applicable NASD 
rules, MSRB rules and federal securities laws and regulations.
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* * * * *
    It is critical that each NASD member understand the importance of 
employing comprehensive and effective compliance policies and written 
supervisory procedures. Compliance with applicable NASD rules, MSRB 
rules and federal securities laws and regulations is the foundation of 
ensuring investor protection and market integrity and is essential to 
the efficacy of self-regulation. Consequently, the certification 
requirement is intended to require processes by each member to 
establish, maintain, review, test and modify its compliance policies 
and written supervisory procedures in light of the nature of its 
businesses and the laws and rules that are applicable thereto, and to 
evidence such processes in a report reviewed by the chief executive 
officer (or equivalent officer) executing the certification.
    Included in this processes requirement is an obligation on the part 
of the member to conduct one or more meetings annually between the 
chief executive officer (or equivalent officer) and the chief 
compliance officer to: (1) Discuss and review the matters that are the 
subject of the certification; (2) discuss and review the member's 
compliance efforts as of the date of such meetings; and (3) identify 
and address significant compliance problems and plans for emerging 
business areas.
    The periodic and content requirements for meetings between the 
chief executive officer (or equivalent officer) and the chief 
compliance officer, as well as the pertinent requirements of paragraphs 
3 and 4 of the certification, are intended to indicate the unique and 
integral role of the chief compliance officer both in the discharge of 
certain compliance processes and reporting requirements that are the 
subject matter of the certification and in providing a reliable basis 
upon which the chief executive officer can execute the certification. 
The chief compliance officer is the primary advisor to the member on 
its overall compliance scheme and the particularized rules, policies 
and procedures that the member adopts. This is because the chief 
compliance officer should have an expertise in the process of (1) 
gaining an understanding of the products, services or line functions 
that need to be the subject of written compliance policies and written 
supervisory procedures; (2) identifying the relevant rules, 
regulations, laws and standards of conduct pertaining to such products, 
services or line functions based on experience and/or consultation with 
those persons who have a technical expertise in such areas of the 
member's business; (3) developing, or advising other business persons 
charged with the obligation to develop, policies and procedures that 
are reasonably designed to achieve compliance with those relevant 
rules, regulations, laws and standards of conduct; (4) evidencing the 
supervision by the line managers who are responsible for the execution 
of compliance policies; and (5) developing programs to test compliance 
with the member's policies and procedures.
    It is that expertise in the process of compliance that makes the 
chief compliance officer an indispensable party to enable the chief 
executive officer to reach the conclusions stated in the certification. 
Consequently, any certification made by a chief executive officer under 
circumstances where the chief compliance officer has concluded, after 
consultation, that there is an inadequate basis for making such 
certification would be, without limitation, conduct inconsistent with 
the observance of the high standards of commercial honor and the just 
and equitable principles of trade--a violation of Rule 2110. Beyond the 
certification requirement, it is the intention of both Rule 3013 and 
this Interpretive Material to foster regular and significant 
interaction between senior management and the chief compliance officer 
regarding the member's comprehensive compliance program.
    The chief compliance officer and other compliance officers that 
report to the chief compliance officer (as described in the sentence 
that immediately follows) shall perform the compliance functions 
contemplated by this Interpretive Material and paragraphs 3 and 4 of 
the certification. Nothing in this Interpretive Material is intended to 
limit or discourage the participation of other employees both within 
and without the member's compliance department in any aspect of the 
member's compliance programs or processes, including those matters 
discussed in this Interpretive Material. However, it is understood that 
the chief compliance officer and, where applicable, the most senior 
compliance officers having primary compliance department responsibility 
for each of the member's business segments, will retain responsibility 
for the compliance functions contemplated by this Interpretive Material 
and paragraphs 3 and 4 of the certification.
    As may be necessary to render their views and advice, the chief 
compliance officer and the other officers referenced in paragraph 3 of 
the certification who consult with the chief executive officer (or 
equivalent officer) pursuant to paragraph 4, shall, in turn, consult 
with other employees, officers, outside consultants, lawyers and 
accountants.
    The NASD Board of Governors recognizes that supervisors with 
business line responsibility are accountable for the discharge of a 
member's compliance policies and written supervisory procedures. The 
signatory to the certification is certifying only as to having 
processes in place to establish, maintain, review, test and modify the 
member's written compliance and supervisory policies and procedures and 
the execution of this certification and any consultation rendered in 
connection with such certification does not by itself establish 
business line responsibility.
    The requirement to designate a chief compliance officer does not 
preclude such person from holding any other position within the member, 
including the position of chief executive officer, provided that such 
person can discharge the duties of a chief compliance officer in light 
of his or her other additional responsibilities. The requirement that a 
member's processes include providing the report to the board of 
directors and audit committee (required by paragraph 3 of the 
certification) does not apply to members that do not utilize these 
types of governing bodies and committees in the conduct of their 
business.\iii\
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    \iii\ As a part of their process, members must have the report 
reviewed by their governing bodies and committees that serve similar 
functions in lieu of a board of directors and audit committee.
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    The report required in paragraph 3 of the certification must 
document the member's processes for establishing, maintaining, 
reviewing, testing and

[[Page 46605]]

modifying compliance policies, that are reasonably designed to achieve 
compliance with applicable NASD rules, MSRB rules and federal 
securities laws and regulations, and any principal designated by the 
member may prepare the report. The report must be produced prior to 
execution of the certification and be reviewed by the chief executive 
officer (or equivalent officer), chief compliance officer and any other 
officers the member deems necessary to make the certification and must 
be provided to the member's board of directors and audit committee. The 
report should include the manner and frequency in which the processes 
are administered, as well as the identification of officers and 
supervisors who have responsibility for such administration. The report 
need not contain any conclusions produced as a result of following the 
processes set forth therein. The report may be combined with any other 
compliance report or other similar report required by any other self-
regulatory organization provided that (1) such report is clearly titled 
in a manner indicating that it is responsive to the requirements of the 
certification and this Interpretive Material; (2) a member that submits 
a report for review in response to an NASD request must submit the 
report in its entirety; and (3) the member makes such report in a 
timely manner, i.e., annually.
* * * * *

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filings with the Commission, NASD included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. Summaries of the most significant aspects of such 
statements are set forth in Sections A, B, and C below.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Comprehensive compliance and supervisory systems constitute the 
bedrock of effective securities industry self-regulation and the 
primary strata of investor protection. As such, NASD believes that a 
member's senior management should focus the same attention to a 
member's compliance and supervisory policies and procedures as is 
accorded to a member's revenue-producing businesses and such 
fundamental operational prerequisites as, for example, net capital 
requirements.
    To that end, NASD is proposing a rule change that would bolster 
investor protection by promoting regular and meaningful interaction 
between senior management and compliance personnel to ensure that 
compliance is given the highest priority by a member's senior executive 
officers. Specifically, the proposed rule change would require (1) that 
each member designate a principal to serve as CCO and (2) the CEO to 
certify annually to having in place processes to establish, maintain, 
review, modify, and test policies and procedures reasonably designed to 
achieve compliance with applicable NASD rules, MSRB rules, and federal 
securities laws.
    As to the former, NASD Rule 1022 currently requires a person 
designated as a CCO on Schedule A of Form BD to be registered as a 
General Securities Principal unless certain exceptions apply.\6\ 
However, the current rules do not require that a member so designate 
such a person. The proposed rule change would mandate that a member 
designate a CCO and identify that person on Schedule A of Form BD.
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    \6\ See NASD Rule 1022(a)(1).
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    With respect to the certification, the proposed rule change also 
would require the CEO to certify annually that senior executive 
management has in place processes to (1) establish, maintain and review 
policies and procedures reasonably designed to achieve compliance with 
applicable NASD rules, MSRB rules and federal securities laws and 
regulations; (2) modify such policies and procedures as business, 
regulatory and legislative changes and events dictate; and (3) test the 
effectiveness of such policies and procedures on a periodic basis, the 
timing of which is reasonably designed to ensure continuing compliance 
with NASD rules, MSRB rules and the federal securities laws and 
regulations. The proposed rule change further would require the CEO to 
certify that those processes are evidenced in a report that has been 
reviewed by the CEO and submitted to the member's board of directors 
and audit committee.\7\ Notably, the processes, at a minimum, must 
include one or more meetings annually between the CEO and CCO to (1) 
discuss and review the matters that are the subject of the 
certification; (2) discuss and review the member's compliance efforts 
as of the date of such meetings; and (3) identify and address 
significant compliance problems and plans for emerging business areas.
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    \7\ Members that do not employ a board of directors or audit 
committee or other similar bodies in their governance and management 
would not be subject to this requirement.
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    The proposed rule change also would create IM-3013, which sets 
forth the language of the certification and gives further guidance as 
to the requirements and limitations of the rule. For example, the 
interpretive material clarifies that the person designated as CCO also 
may hold other positions within the member, including CEO, provided 
that individual can effectively discharge the CCO responsibilities 
while maintaining another position. Thus, resource-constrained members 
are not required to hire or designate a dedicated CCO.
    The proposed interpretive material recognizes that responsibility 
for discharging compliance policies and written supervisory procedures 
rests with business line supervisors. The proposed interpretive 
material clarifies that consultation on the certification does not by 
itself establish a signatory as having such line supervisory 
responsibility.
    The proposed interpretive material also sets forth the particulars 
regarding the report that must evidence a member's compliance 
processes. It states that the report must be produced prior to 
execution of the certification and be reviewed by the CEO, CCO, and 
such other officers as the member deems necessary. The report also must 
include the manner and frequency in which the processes are 
administered and identify those officers and supervisors with 
responsibility for such administration. The proposed interpretive 
material further explains that the report need not contain conclusions 
that result from following the specified processes. Additionally, the 
proposed interpretive material states that the report may be combined 
with other reports required by a self-regulatory organization, provided 
the report is made annually, clearly indicates in the title that it 
contains the information required by Rule 3013, and that the entire 
report is provided in response to any regulatory request for all or 
part of the combined report.
    Finally, with respect to review of the report, the proposed 
interpretive material clarifies that review by a member's board of 
directors and audit committee only applies to those members whose 
corporate governance structure have such or similar governing bodies 
and committees--it does not impose a requirement that members create 
them if they do not currently exist.

[[Page 46606]]

    According to NASD, the proposal would complement and underscore the 
closely related obligations that currently exist under NASD rules that 
require each member to designate principals who must review the 
member's supervisory systems and procedures and recommend to senior 
management appropriate action to ensure the systems are reasonably 
designed to achieve compliance with applicable rules and 
regulations.\8\ NASD believes the proposal provides an effective 
mechanism to compel substantial and purposeful interaction between 
senior management and compliance personnel, thereby enhancing the 
quality of members' supervisory and compliance systems. NASD further 
believes the rule change imposes the minimal additional burden on 
members that is necessary to achieve the proposal's purpose.
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    \8\ The Commission recently approved a proposed rule change 
requiring members, among other things, to designate one or more 
principals who will establish, maintain, and enforce a system of 
supervisory control policies and procedures that test and verify 
that the members' supervisory procedures are reasonably designed to 
achieve compliance with applicable securities laws and NASD rules. 
Exchange Act Release No. 49883 (June 17, 2004), 69 FR 35092 (June 
23, 2004) (approving SR-NASD-2002-162).
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2. Statutory Basis
    NASD believes that the proposed rule change is consistent with the 
provisions of Section 15A(b)(6) of the Act, which requires, among other 
things, that NASD's rules must be designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, and, in general, to protect investors and the 
public interest. NASD believes that the proposed rule change is 
consistent with the provisions of the Act noted above in that it will 
enhance focus on members' compliance and supervision systems, thereby 
decreasing the likelihood of fraud and manipulative acts and increasing 
investor protection.

B. Self-Regulatory Organization's Statement on Burden on Competition

    NASD does not believe that the proposed rule change will result in 
any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    In June 2003, NASD issued Notice to Members 03-29, seeking comment 
on a different proposal with similar objectives. That proposal would 
have required each member to designate a CCO and further required that 
the CCO and CEO certify annually to the adequacy of the member's 
compliance and supervisory systems. A proposed interpretive material 
clarified that the signatories to the certification would incur no 
additional liability as a consequence of the certification, provided 
there was a reasonable basis to certify at the time of execution. The 
previous proposal differed from the current proposal in that it would 
have required, among other things, that the CCO and CEO have a 
reasonable basis to certify that a member was in compliance with all 
applicable laws, rules and regulations at a fixed moment in time. By 
contrast, the current proposal requires certification to having 
processes in place to establish, maintain, review, modify, and test 
policies and procedures reasonably designed to achieve compliance with 
those laws, rules, and regulations.
    NASD received 166 comments on the proposal, including submissions 
on behalf of members from 65 CCOs and 34 CEOs, as well as nine comments 
from trade organizations. The overwhelming majority of commenters 
disfavored the proposal. According to NASD, broadly, commenters 
questioned the value of the proposal, whether it was duplicative of 
existing requirements, the scope of the certification, and the 
potential liability of the signatories. CCOs expressed concern that the 
proposal could lead to retaliation by CEOs if a CCO refused to certify. 
Additionally, questions arose as to whether the goal of better 
compliance could be achieved only at the expense of increased potential 
liability on the part of members. Commenters also noted that the 
dynamic nature of compliance and the need to allocate finite compliance 
resources on a risk assessment basis did not lend itself to a 
certification of compliance certainty at any fixed moment. Commenters 
further expressed concern that the proposal could spawn baseless 
litigation. Small firms also commented that the cost of compliance 
would outweigh the benefits for their firms and would divert resources 
from more substantive compliance matters.
    On November 28, 2003, largely in response to these concerns, NASD 
submitted to the Commission a modified proposal that took an approach 
that NASD believed more efficiently and pragmatically achieved the goal 
of enhanced compliance. The proposal was published for comment in the 
Federal Register on December 31, 2003.\9\ The SEC received six comment 
letters in response to the proposed rule change.\10\ Each of the 
commenters opposed the proposed rule change.\11\
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    \9\ Exchange Act Release No. 48961 (Dec. 23, 2003), 68 FR 75704.
    \10\ See supra note .
    \11\ Commenters contended, among other things, that: the 
proposal was either duplicative or unnecessary in light of existing 
rules that require members to establish and maintain supervisory 
systems; the proposal could require a CCO to certify to processes 
not within the CCO's responsibility or control; to the extent that 
sufficient attention to compliance is not already encouraged by the 
existing regulatory framework, the goals of the proposal can be 
achieved without the certification requirement; and the 
certification requirement would expose certification signatories to 
additional liability beyond a false certification.
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    In response to these comments and following additional discussions 
with SEC staff, NASD submitted Amendments No. 1 and 2, which, among 
other things, proposed to eliminate the CCO certification requirement 
and incorporate into the accompanying interpretive material language 
that describes the obligations of the CCO with respect to a member's 
compliance scheme and the role the CCO must play to enable the CEO to 
make the certification that a member has in place compliance processes.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within 35 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) By order approve such proposed rule change, or
    (B) Institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an e-mail to [email protected]. Please include 
File Number SR-NASD-2003-176 on the subject line.

[[Page 46607]]

Paper Comments

     Send paper comments in triplicate to Jonathan G. Katz, 
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., 
Washington, DC 20549-0609.
    All submissions should refer to File Number SR-NASD-2003-176. This 
file number should be included on the subject line if e-mail is used. 
To help the Commission process and review your comments more 
efficiently, please use only one method. The Commission will post all 
comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, 
all written statements with respect to the proposed rule change that 
are filed with the Commission, and all written communications relating 
to the proposed rule change between the Commission and any person, 
other than those that may be withheld from the public in accordance 
with the provisions of 5 U.S.C. 552, will be available for inspection 
and copying in the Commission's Public Reference Section, 450 Fifth 
Street, NW., Washington, DC 20549. Copies of such filing also will be 
available for inspection and copying at the principal office of the 
National Association of Securities Dealers. All comments received will 
be posted without change; the Commission does not edit personal 
identifying information from submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-NASD-2003-176 and should be submitted on 
or before August 24, 2004.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\12\
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    \12\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 04-17649 Filed 8-2-04; 8:45 am]
BILLING CODE 8010-01-P