Technical Amendments to Forms MSD, MSDW, BD-N, BD, BDW, ADV, and ADV-W and to Exchange Act Rules 15b1-1, 15b3-1, 15b6-1, 15Ba2-2, 15Bc3-1, 15Ca1-1, 15Ca2-1, 15Cc1-1, and 17a-3, and Advisers Act Rules 203-1, 203-3, and 204-1, 4690-4694 [E8-1171]

Download as PDF 4690 Federal Register / Vol. 73, No. 18 / Monday, January 28, 2008 / Rules and Regulations Airway segment Changeover points From To Distance From Alaska V506 Is Amended to Modify Changeover Point Kodiak, AK VOR/DME .................................................. King Salmon, VORTAC ................................................ 55 Kodiak 15 Point Hope, AK NDB Alaska V531 Is Amended to Modify Changeover Point Point Hope, AK NDB .................................................... respectively), and related rules under the Investment Advisers Act of 1940 (‘‘Advisers Act’’). [FR Doc. E8–1368 Filed 1–25–08; 8:45 am] BILLING CODE 4910–13–P DATES: SECURITIES AND EXCHANGE COMMISSION [Release Nos. 34–57166, IA–2695] Technical Amendments to Forms MSD, MSDW, BD–N, BD, BDW, ADV, and ADV–W and to Exchange Act Rules 15b1–1, 15b3–1, 15b6–1, 15Ba2–2, 15Bc3–1, 15Ca1–1, 15Ca2–1, 15Cc1–1, and 17a–3, and Advisers Act Rules 203–1, 203–3, and 204–1 Securities and Exchange Commission. ACTION: Final rule; technical amendments. AGENCY: The Securities and Exchange Commission (‘‘Commission’’ or ‘‘SEC’’) is adopting technical amendments to Form MSD and Form MSDW (the application for registration as a municipal securities dealer and the notice of withdrawal from registration as a municipal securities dealer, respectively) primarily to add the Office of Thrift Supervision to the list of agencies with which Forms MSD and MSDW must be filed. The Commission is also adopting a technical amendment to Form BD–N (the notice of registration as a broker-dealer for the purposes of trading security futures products pursuant to Section 15(b)(11) of the Securities Exchange Act of 1934 (‘‘Exchange Act’’)) to update the address of the National Futures Association. In addition, to reflect the formation of the Financial Industry Regulatory Authority, Inc. (‘‘FINRA’’), the Commission is adopting technical amendments to Forms BD and BDW (the uniform broker-dealer registration form and the uniform request for withdrawal from broker-dealer registration, respectively), related Exchange Act Rules, Forms ADV and ADV–W (the investment adviser registration form and the request for withdrawal from investment adviser registration, sroberts on PROD1PC70 with RULES VerDate Aug<31>2005 18:32 Jan 25, 2008 Jkt 214001 Effective Date: January 28, 2008. FOR FURTHER INFORMATION CONTACT: 17 CFR Parts 240, 249, 275, and 279 SUMMARY: Kotzebue, AK VOR/DME .............................................. With respect to the amendments to Forms MSD, MSDW, BD–N, BD and BDW and rules adopted under the Exchange Act, Paula Jenson, Deputy Chief Counsel, Haimera Workie, Branch Chief, or Max Welsh, Attorney, at (202) 551–5550, Office of the Chief Counsel, Division of Trading and Markets, and, with respect to the amendments to Forms ADV and ADV–W and rules adopted under the Advisers Act, David W. Blass, Assistant Director, or Vivien Liu, Senior Counsel, at (202) 551–6787, Office of Investment Adviser Regulation, Division of Investment Management, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549. I. Supplementary Information A. Forms MSD and MSDW Form MSD is the application used by municipal securities dealers that are either banks or separately identifiable departments or divisions of banks, to register with the Commission. These entities use Form MSDW to provide notice of withdrawal from registration.1 Bank municipal securities dealers use these forms both with the Commission and with their ‘‘appropriate regulatory 1 The Commission adopted forms MSD and MSDW in October 1975 and July 1976, respectively, pursuant to Section 15B of the Exchange Act. Section 15B of the Exchange Act provides that municipal securities dealers can register and withdraw from registration under procedures developed by the Commission. See Exchange Act Release Nos. 11742 (Oct. 15, 1975) and 12602 (Jul. 7, 1976). Exchange Act Rule 15Ba2–1 requires an application for registration of a municipal securities dealer that is filed pursuant to Section 15B of the Exchange Act to be filed on Form MSD in accordance with the instructions on the form. Exchange Act Rule 15Bc3–1 requires a notice of withdrawal from registration as a municipal securities dealer to be filed pursuant to Section 15B of the Exchange Act be filed on Form MSDW in accordance with the instructions on the form. PO 00000 Frm 00008 Fmt 4700 Sfmt 4700 agency,’’ as defined in Exchange Act Section 3(a)(34).2 The Financial Services Regulatory Relief Act of 2006 (‘‘Regulatory Relief Act’’) 3 amended the definition of ‘‘appropriate regulatory agency’’ for a municipal securities dealer to include the Office of Thrift Supervision for entities that are federal savings associations, or departments or divisions of federal savings associations. The Commission is adopting technical amendments to Item K of the General Instructions of Form MSD and Item 2 of the General Instructions of Form MSDW to update the current list of agencies with which Forms MSD and MSDW must be filed to include the Office of Thrift Supervision and to update the addresses of the agencies listed on the forms. B. Form BD–N Form BD–N is used to provide notice of registration as a broker-dealer for purposes of trading security futures products pursuant to Section 15(b)(11) of the Exchange Act. The Form is filed with the National Futures Association (‘‘NFA’’), as the Commission’s designated agent.4 During December 2007, the NFA moved from its prior address to 300 South Riverside Plaza, Suite 1800, Chicago, Illinois 60606. The 2 For example, Instruction K of Form MSD currently provides: ‘‘Form MSD must be filed in triplicate with the Securities and Exchange Commission, Washington, DC 20549. The execution page of each copy shall contain an original manual signature. In addition, an original signed copy of the Form must be filed with the applicant’s appropriate regulatory agency, determined in accordance with Section 3(a)(34) of the Act. Applicants which are national banks, or department or divisions of such banks, must file Form MSD with the Comptroller of the Currency, Washington, DC 20219; applicants which are state member banks of the Federal Reserve System, or departments or divisions of such banks, must file Form MSD with the Federal Reserve Board, Washington, DC 20551; applicants which are banks insured by the Federal Deposit Insurance Corporation (other than members of the Federal Reserve System), or departments or divisions of such banks, must file Form MSD with the Federal Deposit Insurance Corporation, Washington, DC 20429.’’ See also Instruction 2 of Form MSDW. 3 Public Law No. 109–351, 120 Stat. 1966 (2006). 4 See Instruction 4 of Form BD–N. E:\FR\FM\28JAR1.SGM 28JAR1 Federal Register / Vol. 73, No. 18 / Monday, January 28, 2008 / Rules and Regulations Commission is adopting a technical amendment to Instruction 4 of Form BD–N to reflect the new address of the NFA. C. Forms BD and BDW Broker-dealers use Forms BD and BDW to register with the Commission and to withdraw from registration, respectively.5 The Commission is adopting technical amendments to reflect the formation of FINRA as a result of the consolidation of the National Association of Securities Dealers, Inc. (‘‘NASD’’) with NYSE Regulation, Inc., a wholly-owned subsidiary of New York Stock Exchange LLC.6 Specifically, the Commission is amending Forms BD and BDW to replace references to NASD with references to FINRA. The Commission is also amending Item 5 of the General Instructions to Form BD and the Federal Information Law and Requirements section of Form BDW to add Section 15B of the Exchange Act to the list of statutory references authorizing the Commission to collect information on the forms to correctly reflect the Commission’s authority. D. Exchange Act Rules 15b1–1, 15b3–1, 15b6–1, 15Ba2–2, 15Bc3–1, 15Ca1–1, 15Ca2–1, 15Cc1–1, and 17a–3 sroberts on PROD1PC70 with RULES The Commission is adopting technical amendments to replace references to NASD with references to FINRA in Exchange Act Rules 15b1–1, 15b3–1, 15b6–1, 15Ba2–2, 15Bc3–1, 15Ca1–1, 15Ca2–1, 15Cc1–1, and 17a–3. The names of other self-regulatory organizations in Exchange Act Rule 15b6–1 are also being updated. In addition, paragraph (c) of Rule 15b3–1, paragraph (e) of Rule 15Ba2–2 and paragraph (c) of Rule 15Ca2–1 contain temporary re-filing instructions that are now obsolete. The Commission is adopting technical amendments to delete these paragraphs from these rules. 5 Section 15(b) of the Exchange Act provides that broker-dealers can register and withdraw from registration under procedures developed by the Commission. Exchange Act Rule 15b1–1 requires that an application for registration of a broker or dealer that is filed pursuant to Section 15(b) of the Exchange Act be filed on Form BD in accordance with the instructions on the form. Exchange Act Rule 15b6–1 requires that a notice of withdrawal from registration as a broker or dealer filed pursuant to Section 15(b) of the Exchange Act be filed on Form BDW in accordance with the instructions on the form. Forms BD and BDW are uniform forms that also are used to register and deregister with states, to become members, and to withdraw from membership with SROs. 6 See Exchange Act Rel. No. 56145 (Jul. 26, 2007), 72 FR 42190 (Aug. 1, 2007). VerDate Aug<31>2005 18:32 Jan 25, 2008 Jkt 214001 E. Forms ADV and ADV–W and Advisers Act Rules 203–1, 203–3, and 204–1 Investment advisers use Form ADV to register with the Commission and Form ADV–W to withdraw from registration.7 Rules 203–1, 203–3, and 204–1 of the Advisers Act address issues relating to investment adviser registration and contain references to NASD. The Commission is adopting technical amendments to these forms and rules to replace references to NASD with references to FINRA.8 II. Certain Findings Under the Administrative Procedure Act (‘‘APA’’), notice of proposed rulemaking is not required when the agency, for good cause, finds ‘‘that notice and public procedure thereon are impracticable, unnecessary, or contrary to the public interest.’’ 9 The Commission is making technical amendments to Item K of the General Instructions of Form MSD and Item 2 of the General Instructions of Form MSDW in response to the addition of the Office of Thrift Supervision to the Exchange Act Section 3(a)(34) definition of ‘‘appropriate regulatory agency’’ for a municipal securities dealer, by the Regulatory Relief Act and to update the addresses of the agencies listed on the forms.10 Because these amendments will implement this statutory change by adding the Office of Thrift Supervision to the list of entities with which forms MSD and MSDW must be filed and also update the addresses of the agencies listed on the forms, the Commission finds that the amendments are technical in nature and that publishing the amendments for comment is unnecessary.11 7 Section 203 of the Advisers Act provides that investment advisers can register and withdraw from registration under procedures developed by the Commission. Advisers Act Rule 203–1 requires that an application for registration of an investment adviser that is filed pursuant to Section 203(c) of the Advisers Act be filed on Form ADV in accordance with the instructions on the form. Advisers Act Rule 203–2 requires that a notice of withdrawal from registration as an investment adviser pursuant to Section 203(h) of the Advisers Act be filed on Form ADV–W in accordance with the instructions on the form. Investment advisers also use Forms ADV and ADV–W to register and withdraw from registration with states. 8 Part 1B of Form ADV is required by the state securities authorities for state-registered investment advisers. It is not a Commission form. At the request of the North American Securities Administrators Association, Inc., for informational purposes the Commission notes that FINRA will replace a reference to NASD in the Part 1B, Arbitration Disclosure Reporting Page (ADV). 9 5 U.S.C. 553(b). 10 Public Law No. 109–351, 120 Stat. 1966 (2006). 11 For similar reasons, the amendments do not require analysis under the Regulatory Flexibility PO 00000 Frm 00009 Fmt 4700 Sfmt 4700 4691 The Commission is also adopting technical amendments to Form BD–N to update the address of the National Futures Association. Because this amendment will conform the address on the form with the new physical address of the National Futures Association, the Commission finds that the amendment is technical in nature and that publishing the amendment for comment is unnecessary.12 In addition, the Commission is adopting technical amendments to Forms BD and BDW to reflect the formation of FINRA and to correctly reflect the Commission’s authority to collect the information on the forms. Similarly, the Commission is adopting technical amendments to Exchange Act Rules 15b1–1, 15b3–1, 15b6–1, 15Ba2– 2, 15Bc3–1, 15Ca1–1, 15Ca2–1, 15Cc1– 1, and 17a–3, as well as, to Forms ADV and ADV–W, and to Advisers Act Rules 203–1, 203–3, and 204–1 to reflect the formation of FINRA. Because these amendments will replace references to NASD with references to FINRA and, in the case of Forms BD and BDW, include Section 15B of the Exchange Act in the list of statutory references authorizing the Commission to collect the information on the forms, the Commission finds that the amendments are technical in nature and that publishing the amendments for comment is unnecessary.13 In addition, the Commission is deleting obsolete temporary re-filing instructions in Rules 15b3–1, 15Ba2–2 and 15Ca2–1. Because these amendments will eliminate outdated instructions that include outdated references to NASD, the Commission finds that the amendments are technical in nature and that publishing the amendments for comment is unnecessary.14 Publication of a substantive rule not less than 30 days before its effective date is required by the APA except as otherwise provided by the agency for good cause.15 For the same reasons described above with respect to notice and opportunity for comment, the Commission finds that there is good cause for making the technical Act or analysis of major rule status under the Small Business Regulatory Enforcement Fairness Act. See 5 U.S.C. 601(2) (for purposes of Regulatory Flexibility Act analyses, the term ‘‘rule’’ means any rule for which the agency publishes a general notice of proposed rulemaking); 5 U.S.C. 804(3)(C) (for purposes of Congressional review of agency rulemaking, the term ‘‘rule’’ does not include any rule of agency organization, procedure, or practice that does not substantially affect the rights or obligations of non-agency parties). 12 Id. 13 Id. 14 Id. 15 5 U.S.C. 553(d). E:\FR\FM\28JAR1.SGM 28JAR1 4692 Federal Register / Vol. 73, No. 18 / Monday, January 28, 2008 / Rules and Regulations amendments to each of the forms and rules effective on January 28, 2008. III. Consideration of Promotion of Efficiency, Competition, and Capital Formation Section 3(f) of the Exchange Act,16 and Section 202(c) of the Advisers Act,17 provide that whenever the Commission is engaged in rulemaking and is required to consider or determine whether an action is necessary or appropriate in the public interest, the Commission shall consider, in addition to the protection of investors, whether the action will promote efficiency, competition, and capital formation. In addition, Section 23(a)(2) of the Exchange Act requires the Commission, in adopting rules under the Exchange Act, to consider the anticompetitive effects of such rules, if any, and to refrain from adopting a rule that would impose a burden on competition not necessary or appropriate in furtherance of the purposes of the Exchange Act.18 Because the amendments are limited to technical amendments, we do not anticipate that any competitive advantages or disadvantages would be created. We do not expect the amendments, as technical amendments, to have a significant effect on efficiency, or on capital formation or the capital markets resulting from any obligations imposed by the Commission. IV. Statutory Authority We are adopting the technical amendments to Forms MSD, MSDW, BD, BDW, and BD–N and to Exchange Act Rules 15b1–1, 15b3–1, 15b6–1, 15Ba2–2, 15Bc3–1, 15Ca1–1, 15Ca2–1, 15Cc1–1, and 17a–3 under the authority set forth in the Exchange Act and, in particular, Sections 3(b), 15(a), 15(b), 15B, 17(a), and 23(a) therein.19 We are adopting the technical amendments to Form ADV under the authority set forth in Section 19(a) of the Securities Act of 1933,20 Sections 23(a) and 28(e)(2) of the Exchange Act,21 Section 319 of the Trust Indenture Act of 1939,22 Section 38(a) of the Investment Company Act of 1940 23 and Sections 203(c)(1), 204, and 211(a) of the Advisers Act.24 We are adopting the technical amendments to Form ADV–W and Advisers Act Rule 203–1 under the authority set forth in Sections 203(c)(1), 204, and 211(a) of the Advisers Act.25 We are adopting the technical amendments to Advisers Act Rule 203–3 under the authority set forth in Sections 203(c)(1) and 211(a) of the Advisers Act.26 We are adopting the technical amendments to Advisers Act Rule 204–1 under the authority set forth in Sections 203(c)(1) and 204 of the Advisers Act.27 with the Central Registration Depository (operated by the Financial Industry Regulatory Authority, Inc.) an amendment on Form BD correcting such information. * * * * * I 4. Amend § 240.15b6–1 by revising paragraph (a) to read as follows: Text of Form Amendments (a) Notice of withdrawal from registration as a broker or dealer pursuant to Section 15(b) of the Act shall be filed on Form BDW (17 CFR 249.501a) in accordance with the instructions contained therein. Every notice of withdrawal from registration as a broker or dealer shall be filed with the Central Registration Depository (operated by the Financial Industry Regulatory Authority, Inc.) in accordance with applicable filing requirements. Prior to filing a notice of withdrawal from registration on Form BDW (17 CFR 249.501a), a broker or dealer shall amend Form BD (17 CFR 249.501) in accordance with § 240.15b3–1(a) to update any inaccurate information. * * * * * I 5. Amend § 240.15Ba2–2 by revising paragraph (a) and removing paragraph (e) to read as follows: List of Subjects 17 CFR Parts 240 and 249 Broker-dealers, Reporting and recordkeeping requirements, Securities. 17 CFR Parts 275 and 279 Investment advisers, Reporting and recordkeeping requirements, Securities. I For the reasons set out in the preamble, title 17, chapter II of the Code of Federal Regulations is amended as follows: PART 240—GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 1934 1. The authority citation for part 240 continues to read, in part, as follows: I Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z–2, 77z–3, 77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i, 78j, 78j–1, 78k, 78k–1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u–5, 78w, 78x, 78ll, 78mm, 80a– 20, 80a–23, 80a–29, 80a–37, 80b–3, 80b–4, 80b–11, and 7201 et seq., and 18 U.S.C. 1350, unless otherwise noted. * * * * * 2. Amend § 240.15b1–1 by revising paragraph (b) and removing the authority citation following the section to read as follows: I § 240.15b1–1 Application for registration of brokers or dealers. * * * * * (b) Every application for registration of a broker or dealer that is filed on or after January 25, 1993, shall be filed with the Central Registration Depository operated by the Financial Industry Regulatory Authority, Inc. * * * * * I 3. Amend § 240.15b3–1 by revising paragraph (a) and removing paragraph (c) to read as follows: § 240.15b3–1 sroberts on PROD1PC70 with RULES 16 15 U.S.C. 78c(f). 17 15 U.S.C. 80b–2(c). 18 15 U.S.C. 78w(a)(2). 19 15 U.S.C. 78o(a), 78o(b), 78o–4, 78q(a), and 78w(a). 20 15 U.S.C. 77s(a). 21 15 U.S.C. 78w(a), 78bb(e)(2). 22 15 U.S.C. 77sss. 23 15 U.S.C. 80a–37(a). 24 15 U.S.C. 80b–3(c)(1), 80b–4, 80b–11(a). VerDate Aug<31>2005 18:32 Jan 25, 2008 Jkt 214001 Amendments to application. (a) If the information contained in any application for registration as a broker or dealer, or in any amendment thereto, is or becomes inaccurate for any reason, the broker or dealer shall promptly file 25 15 U.S.C. 80b–3(c)(1), 80b–4, 80b–11(a). U.S.C. 80b–3(c)(1), 80b–11(a). 27 15 U.S.C. 80b–3(c)(1), 80b–4. 26 15 PO 00000 Frm 00010 Fmt 4700 Sfmt 4700 § 240.15b6–1 Withdrawal from registration. § 240.15Ba2–2 Application for registration of non-bank municipal securities dealers whose business is exclusively intrastate. (a) An application for registration, pursuant to section 15B(a) of the Act, of a municipal securities dealer who is not subject to the requirements of § 240.15Ba2–1, that is filed on or after January 25, 1993, shall be filed with the Central Registration Depository (operated by the Financial Industry Regulatory Authority, Inc.) on Form BD in accordance with the instructions contained therein. * * * * * I 6. Amend § 240.15Bc3–1 by revising paragraph (b) to read as follows: § 240.15Bc3–1 Withdrawal from registration of municipal securities dealers. * * * * * (b) Every notice of withdrawal from registration as a municipal securities dealer that is filed on Form BDW (17 CFR 249.501a) shall be filed with the Central Registration Depository (operated by the Financial Industry Regulatory Authority, Inc.) in accordance with applicable filing requirements. Every notice of withdrawal of Form MSDW (17 CFR 249.1110) shall be filed with the Commission. * * * * * E:\FR\FM\28JAR1.SGM 28JAR1 Federal Register / Vol. 73, No. 18 / Monday, January 28, 2008 / Rules and Regulations 7. Amend § 240.15Ca1–1 by revising paragraph (c) to read as follows: I § 240.15Ca1–1 Notice of government securities broker-dealer activities. * * * * * (c) Any notice required pursuant to this section shall be considered filed with the Commission if it is filed with the Central Registration Depository (operated by the Financial Industry Regulatory Authority, Inc.) in accordance with applicable filing requirements. I 8. Amend § 240.15Ca2–1 by revising paragraph (a) and removing paragraph (c) to read as follows: § 240.15Ca2–1 Application for registration as a government securities broker or government securities dealer. (a) An application for registration pursuant to Section 15C(a)(1)(A) of the Act, of a government securities broker or government securities dealer that is filed on or after January 25, 1993, shall be filed with the Central Registration Depository (operated by the Financial Industry Regulatory Authority, Inc.) on Form BD in accordance with the instructions contained therein. * * * * * I 9. Amend § 240.15Cc1–1 by revising paragraph (a) to read as follows: sroberts on PROD1PC70 with RULES § 240.15Cc1–1 Withdrawal from registration of government securities brokers or government securities dealers. (a) Notice of withdrawal from registration as a government securities broker or government securities dealer pursuant to Section 15C(a)(1)(A) of the Act (15 U.S.C. 78o–5(a)(1)(A)) shall be filed on Form BDW (17 CFR 249.501a) in accordance with the instructions contained therein. Every notice of withdrawal from registration as a government securities broker or dealer shall be filed with the Central Registration Depository (operated by the Financial Industry Regulatory Authority, Inc.) in accordance with applicable filing requirements. Prior to filing a notice of withdrawal from registration on Form BDW (17 CFR 249.501a), a government securities broker or government securities dealer shall amend Form BD (17 CFR 249.501) in accordance with 17 CFR 400.5(a) to update any inaccurate information. * * * * * I 10. Amend § 240.17a–3, the undesignated paragraph following paragraph (a)(12)(i)(H) by: I a. Revising the phrase ‘‘National Association of Securities Dealers, Inc.’’ to read ‘‘Financial Industry Regulatory Authority, Inc.’’; VerDate Aug<31>2005 18:32 Jan 25, 2008 Jkt 214001 4693 11. The authority citation for part 249 continues to read in part as follows: revising ‘‘NASD Regulation, Inc.’’ to read ‘‘FINRA’’ and revising ‘‘The NASD By-Laws’’ to read ‘‘FINRA By-Laws’’; I d. Under Federal Information Law and Requirements—SEC’s Collection of Information, I i. In the second sentence, revising the phrase ‘‘Sections 15, 15C,’’ to read ‘‘Sections 15, 15B, 15C,’’; I ii. In the third sentence, revising the phrase ‘‘See 15 U.S.C. §§ 78o,’’ to read ‘‘See 15 U.S.C. 78o, 78o–4,’’; and I iii. In the seventh sentence, revising the phrase ‘‘National Association of Securities Dealers, Inc.’’ to read ‘‘Financial Industry Regulatory Authority, Inc.’’; and I e. In Item 3, revising the box ‘‘NASD’’ to read ‘‘FINRA’’. Authority: 15 U.S.C. 78a, et seq., 7202, 7233, 7241, 7262, 7264, and 7265; and 18 U.S.C. 1350, unless otherwise noted. Note: The text of Form BDW does not, and these amendments will not, appear in the Code of Federal Regulations. I b. Revising the phrase ‘‘New York Stock Exchange, Inc., the Pacific Exchange, Inc.’’ to read ‘‘New York Stock Exchange LLC, NYSE Arca, Inc.’’; and I c. Revising the phrase ‘‘Chicago Board Options Exchange, Inc., the Cincinnati Stock Exchange, Inc. or the International Securities Exchange’’ to read ‘‘Chicago Board Options Exchange, Incorporated, the National Stock Exchange, Inc. or the International Securities Exchange, LLC’’. PART 249—FORMS, SECURITIES EXCHANGE ACT OF 1934 I * * * * * 12. Form BD (referenced in § 249.501) is amended by: I a. In General Instruction A.1., second sentence, revising ‘‘the NASD’’ to read ‘‘FINRA’’; I b. In General Instruction A.5., FEDERAL INFORMATION LAW AND REQUIREMENTS, I i. In the second sentence, revising the phrase ‘‘Sections 15, 15c,’’ to read ‘‘Sections 15, 15B, 15C,’’; I ii. In the third sentence, revising the phrase ‘‘See 15 U.S.C. §§ 78o,’’ to read ‘‘See 15 U.S.C. 78o, 78o–4,’’; and I iii. In the seventh sentence, revising the phrase ‘‘National Association of Securities Dealers, Inc.’’ to read ‘‘Financial Industry Regulatory Authority, Inc.’’; I c. In Electronic Filing Instruction C.3., revising the phrase ‘‘NASAA/NASD’’ to read ‘‘NASAA/FINRA’’; I d. On page 2, Item 2, revising the box ‘‘NASD’’ to read ‘‘FINRA’’; I e. In Schedule E, Item 10, revising the phrase ‘‘NASD Rule 3010’’ to read ‘‘FINRA rules’’; I f. In Schedule E, Item 12, revising the phrase ‘‘the NASD’’ to read ‘‘FINRA’’; and I g. In the boxes following Schedule E, Item 12, revising ‘‘NASD’’ to read ‘‘FINRA’’ each time it appears. I Note: The text of Form BD does not, and these amendments will not, appear in the Code of Federal Regulations. 13. Form BDW (referenced in § 249.501a) is amended by: I a. In General Instruction A.3., revising the phrase ‘‘the NASD’’ to read ‘‘FINRA’’; I b. In Partial Withdrawal C.2., revising the phrase ‘‘NASAA/NASD’’ to read ‘‘NASAA/FINRA’’; I c. In Explanation of Terms, under the term Investigation, first sentence, I PO 00000 Frm 00011 Fmt 4700 Sfmt 4700 14. Form BD–N (referenced in § 249.501b) is amended by: I a. In Instruction 4, revising ‘‘200 West Madison Street, Suite 1600’’ to read ‘‘300 South Riverside Plaza, Suite 1800’’. I Note: The text of Form BD–N does not, and these amendments will not, appear in the Code of Federal Regulations. 15. Form MSD (referenced in § 249.1100) is amended by: I a. In General Instruction K, fourth sentence, I i. Revising the phrase ‘‘Comptroller of the Currency, Washington, DC 20219’’ to read ‘‘Comptroller of the Currency, Credit & Market Risk, 250 E Street, SW., MS 9–14, Washington, DC 20219’’; I ii. Revising the phrase ‘‘Federal Reserve Board, Washington, DC 20551’’ to read ‘‘Board of Governors of the Federal Reserve System, Market and Liquidity Risk Section, Mail Stop 185, 20th and C Streets, NW., Washington, DC 20551’’; and I iii. Revising the phrase ‘‘Federal Deposit Insurance Corporation, Washington, DC 20429’’ to read ‘‘Federal Deposit Insurance Corporation, 550 17th St., NW., Washington, DC 20429; applicants which are federal savings associations, or departments or divisions of such savings associations, must file Form MSD with the Office of Thrift Supervision, Managing Director, Examinations and Supervision Policy, 1700 G Street, NW., Washington, DC 20552’’. I Note: The text of Form MSD does not, and these amendments will not, appear in the Code of Federal Regulations. 16. Form MSDW (referenced in § 249.1110) is amended by: I a. In General Instruction 2, fourth sentence, I E:\FR\FM\28JAR1.SGM 28JAR1 4694 Federal Register / Vol. 73, No. 18 / Monday, January 28, 2008 / Rules and Regulations I i. Revising the phrase ‘‘Comptroller of the Currency, Washington, DC 20219’’ to read ‘‘Comptroller of the Currency, Credit & Market Risk, 250 E Street, SW., MS 9–14, Washington, DC 20219’’; I ii. Revising the phrase ‘‘Federal Reserve Board, Washington, D.C. 20551’’ to read ‘‘Board of Governors of the Federal Reserve System, Market and Liquidity Risk Section, Mail Stop 185, 20th and C Streets, NW., Washington, DC 20551’’; and I iii. Revising the phrase ‘‘Federal Deposit Insurance Corporation, Washington, DC 20429’’ to read ‘‘Federal Deposit Insurance Corporation, 550 17th St., NW., Washington, DC 20429; applicants which are federal savings associations, or departments or divisions of such savings associations, must file Form MSDW with the Office of Thrift Supervision, Managing Director, Examinations and Supervision Policy, 1700 G Street, NW., Washington, DC 20552’’. Note: The text of Form MSDW does not, and these amendments will not, appear in the Code of Federal Regulations. PART 275—RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940 17. The authority citation for part 275 continues to read, in part, as follows: I Authority: 15 U.S.C. 80b–2(a)(11)(G), 80b– 2(a)(17), 80b–3, 80b–4, 80b–4a, 80b–6(4), 80b–6a, and 80b–11, unless otherwise noted. * * * * * 18. Amend § 275.203–1 by revising paragraph (d) to read as follows: § 275.203–1 Application for investment adviser registration. * * * * (d) Filing fees. You must pay FINRA (the operator of the IARD) a filing fee. The Commission has approved the amount of the filing fee. No portion of the filing fee is refundable. Your completed application for registration will not be accepted by FINRA, and thus will not be considered filed with the Commission, until you have paid the filing fee. I 19. Amend § 275.203–3 by revising paragraph (b)(3) and the Note to paragraph (b) to read as follows: Hardship exemptions. sroberts on PROD1PC70 with RULES * * * * (b) * * * (3) Effective date—upon approval. You are not exempt from the electronic filing requirements until and unless the Commission approves your application. If the Commission approves your application, you may submit your VerDate Aug<31>2005 18:32 Jan 25, 2008 Jkt 214001 20. Amend § 275.204–1 by revising paragraphs (b)(2) and (d) to read as follows: I § 275.204–1 Amendments to application for registration. * * * * * (b) * * * (2) If you have received a continuing hardship exemption under § 275.203–3, you must, when you are required to amend your Form ADV, file a complete Part 1A of Form ADV on paper with the SEC by mailing it to FINRA. * * * * * (d) Filing fees. You must pay FINRA (the operator of the IARD) an initial filing fee when you first electronically file Part 1A of Form ADV. After you pay the initial filing fee, you must pay an annual filing fee each time you file your annual updating amendment. No portion of either fee is refundable. The Commission has approved the filing fees. Your amended Form ADV will not be accepted by FINRA, and thus will not be considered filed with the Commission, until you have paid the filing fee. * * * * * 21. The authority citation for part 279 continues to read as follows: I * * Note to paragraph (b): FINRA will charge you an additional fee covering its cost to convert to electronic format a filing made in reliance on a continuing hardship exemption. PART 279—FORMS PRESCRIBED UNDER THE INVESTMENT ADVISERS ACT OF 1940 I § 275.203–3 filings to FINRA in paper format for the period of time for which the exemption is granted. * * * * * Authority: The Investment Advisers Act of 1940, 15 U.S.C. 80b–1, et seq. 22. Form ADV (referenced in § 279.1) is amended by: I a. In General Instruction 1, third paragraph, revising ‘‘NASD’’ to read ‘‘FINRA’’; I b. In General Instruction 9, I i. In the first bullet, fourth sentence, revising ‘‘NASD’’ to read ‘‘FINRA’’; I ii. In the second bullet, revising all references to ‘‘NASD’’ to read ‘‘FINRA’’ each time it appears; and I iii. In the fourth bullet, revising ‘‘NASD’’ to read ‘‘FINRA’’; I c. In General Instruction 10, I i. In the first paragraph, fourth sentence, revising ‘‘NASD’’ to read ‘‘FINRA’’; and I ii. In the second paragraph, revising ‘‘NASD’’ to read ‘‘FINRA’’; I d. In General Instruction 14, second bullet, revising all references to I PO 00000 Frm 00012 Fmt 4700 Sfmt 4700 ‘‘NASD’’ to read ‘‘FINRA’’ each time it appears; I e. In General Instruction 15, first bullet under ‘‘Where you submit your paper filing depends on why you are eligible to file on paper,’’ revising all references to ‘‘NASD’’ to read ‘‘FINRA’’ each time it appears; I f. Removing Glossary of Terms 23; I g. Redesignating Glossary of Terms 11 to 22, as Glossary of Terms 12 to 23; I h. Adding new Glossary of Terms 11; I i. In Glossary of Terms 32, SelfRegulatory Organization or SRO, second sentence, revising ‘‘NASD’’ to read ‘‘FINRA’’; and I j. In Part 1A, Item 1.E., first sentence, revising ‘‘NASD’s’’ to read ‘‘FINRA’s’’. Note: The text of Form ADV does not, and these amendments will not, appear in the Code of Federal Regulations. The addition of new Glossary of Terms 11 reads as follows: Form ADV * * * * * Glossary of Terms * * * * * 11. FINRA’s CRD or CRD: The Web Central Registration Depository (‘‘CRD’’) system operated by FINRA for the registration of broker-dealers and broker-dealer representatives. [Used in: Part 1A, Item 1; Form ADV–W, Item 1] * * * * * 23. Form ADV–W (referenced in § 279.2) is amended by: I a. In Instruction 5, How should I file my Form ADV–W?, second paragraph, second sentence, revising ‘‘NASD,’’ to read ‘‘FINRA,’’; and I b. In Item 1.C., revising ‘‘NASD’s’’ to read ‘‘FINRA’s’’. I Note: The text of Form ADV–W does not, and these amendments will not, appear in the Code of Federal Regulations. Dated: January 17, 2008. By the Commission. Nancy M. Morris, Secretary. [FR Doc. E8–1171 Filed 1–25–08; 8:45 am] BILLING CODE 8011–01–P E:\FR\FM\28JAR1.SGM 28JAR1

Agencies

[Federal Register Volume 73, Number 18 (Monday, January 28, 2008)]
[Rules and Regulations]
[Pages 4690-4694]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-1171]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 240, 249, 275, and 279

[Release Nos. 34-57166, IA-2695]


Technical Amendments to Forms MSD, MSDW, BD-N, BD, BDW, ADV, and 
ADV-W and to Exchange Act Rules 15b1-1, 15b3-1, 15b6-1, 15Ba2-2, 15Bc3-
1, 15Ca1-1, 15Ca2-1, 15Cc1-1, and 17a-3, and Advisers Act Rules 203-1, 
203-3, and 204-1

AGENCY: Securities and Exchange Commission.

ACTION: Final rule; technical amendments.

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SUMMARY: The Securities and Exchange Commission (``Commission'' or 
``SEC'') is adopting technical amendments to Form MSD and Form MSDW 
(the application for registration as a municipal securities dealer and 
the notice of withdrawal from registration as a municipal securities 
dealer, respectively) primarily to add the Office of Thrift Supervision 
to the list of agencies with which Forms MSD and MSDW must be filed. 
The Commission is also adopting a technical amendment to Form BD-N (the 
notice of registration as a broker-dealer for the purposes of trading 
security futures products pursuant to Section 15(b)(11) of the 
Securities Exchange Act of 1934 (``Exchange Act'')) to update the 
address of the National Futures Association. In addition, to reflect 
the formation of the Financial Industry Regulatory Authority, Inc. 
(``FINRA''), the Commission is adopting technical amendments to Forms 
BD and BDW (the uniform broker-dealer registration form and the uniform 
request for withdrawal from broker-dealer registration, respectively), 
related Exchange Act Rules, Forms ADV and ADV-W (the investment adviser 
registration form and the request for withdrawal from investment 
adviser registration, respectively), and related rules under the 
Investment Advisers Act of 1940 (``Advisers Act'').

DATES: Effective Date: January 28, 2008.

FOR FURTHER INFORMATION CONTACT: With respect to the amendments to 
Forms MSD, MSDW, BD-N, BD and BDW and rules adopted under the Exchange 
Act, Paula Jenson, Deputy Chief Counsel, Haimera Workie, Branch Chief, 
or Max Welsh, Attorney, at (202) 551-5550, Office of the Chief Counsel, 
Division of Trading and Markets, and, with respect to the amendments to 
Forms ADV and ADV-W and rules adopted under the Advisers Act, David W. 
Blass, Assistant Director, or Vivien Liu, Senior Counsel, at (202) 551-
6787, Office of Investment Adviser Regulation, Division of Investment 
Management, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549.

I. Supplementary Information

A. Forms MSD and MSDW

    Form MSD is the application used by municipal securities dealers 
that are either banks or separately identifiable departments or 
divisions of banks, to register with the Commission. These entities use 
Form MSDW to provide notice of withdrawal from registration.\1\ Bank 
municipal securities dealers use these forms both with the Commission 
and with their ``appropriate regulatory agency,'' as defined in 
Exchange Act Section 3(a)(34).\2\
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    \1\ The Commission adopted forms MSD and MSDW in October 1975 
and July 1976, respectively, pursuant to Section 15B of the Exchange 
Act. Section 15B of the Exchange Act provides that municipal 
securities dealers can register and withdraw from registration under 
procedures developed by the Commission. See Exchange Act Release 
Nos. 11742 (Oct. 15, 1975) and 12602 (Jul. 7, 1976).
    Exchange Act Rule 15Ba2-1 requires an application for 
registration of a municipal securities dealer that is filed pursuant 
to Section 15B of the Exchange Act to be filed on Form MSD in 
accordance with the instructions on the form. Exchange Act Rule 
15Bc3-1 requires a notice of withdrawal from registration as a 
municipal securities dealer to be filed pursuant to Section 15B of 
the Exchange Act be filed on Form MSDW in accordance with the 
instructions on the form.
    \2\ For example, Instruction K of Form MSD currently provides:
    ``Form MSD must be filed in triplicate with the Securities and 
Exchange Commission, Washington, DC 20549. The execution page of 
each copy shall contain an original manual signature. In addition, 
an original signed copy of the Form must be filed with the 
applicant's appropriate regulatory agency, determined in accordance 
with Section 3(a)(34) of the Act. Applicants which are national 
banks, or department or divisions of such banks, must file Form MSD 
with the Comptroller of the Currency, Washington, DC 20219; 
applicants which are state member banks of the Federal Reserve 
System, or departments or divisions of such banks, must file Form 
MSD with the Federal Reserve Board, Washington, DC 20551; applicants 
which are banks insured by the Federal Deposit Insurance Corporation 
(other than members of the Federal Reserve System), or departments 
or divisions of such banks, must file Form MSD with the Federal 
Deposit Insurance Corporation, Washington, DC 20429.''
    See also Instruction 2 of Form MSDW.
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    The Financial Services Regulatory Relief Act of 2006 (``Regulatory 
Relief Act'') \3\ amended the definition of ``appropriate regulatory 
agency'' for a municipal securities dealer to include the Office of 
Thrift Supervision for entities that are federal savings associations, 
or departments or divisions of federal savings associations. The 
Commission is adopting technical amendments to Item K of the General 
Instructions of Form MSD and Item 2 of the General Instructions of Form 
MSDW to update the current list of agencies with which Forms MSD and 
MSDW must be filed to include the Office of Thrift Supervision and to 
update the addresses of the agencies listed on the forms.
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    \3\ Public Law No. 109-351, 120 Stat. 1966 (2006).
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B. Form BD-N

    Form BD-N is used to provide notice of registration as a broker-
dealer for purposes of trading security futures products pursuant to 
Section 15(b)(11) of the Exchange Act. The Form is filed with the 
National Futures Association (``NFA''), as the Commission's designated 
agent.\4\ During December 2007, the NFA moved from its prior address to 
300 South Riverside Plaza, Suite 1800, Chicago, Illinois 60606. The

[[Page 4691]]

Commission is adopting a technical amendment to Instruction 4 of Form 
BD-N to reflect the new address of the NFA.
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    \4\ See Instruction 4 of Form BD-N.
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C. Forms BD and BDW

    Broker-dealers use Forms BD and BDW to register with the Commission 
and to withdraw from registration, respectively.\5\ The Commission is 
adopting technical amendments to reflect the formation of FINRA as a 
result of the consolidation of the National Association of Securities 
Dealers, Inc. (``NASD'') with NYSE Regulation, Inc., a wholly-owned 
subsidiary of New York Stock Exchange LLC.\6\ Specifically, the 
Commission is amending Forms BD and BDW to replace references to NASD 
with references to FINRA. The Commission is also amending Item 5 of the 
General Instructions to Form BD and the Federal Information Law and 
Requirements section of Form BDW to add Section 15B of the Exchange Act 
to the list of statutory references authorizing the Commission to 
collect information on the forms to correctly reflect the Commission's 
authority.
---------------------------------------------------------------------------

    \5\ Section 15(b) of the Exchange Act provides that broker-
dealers can register and withdraw from registration under procedures 
developed by the Commission. Exchange Act Rule 15b1-1 requires that 
an application for registration of a broker or dealer that is filed 
pursuant to Section 15(b) of the Exchange Act be filed on Form BD in 
accordance with the instructions on the form. Exchange Act Rule 
15b6-1 requires that a notice of withdrawal from registration as a 
broker or dealer filed pursuant to Section 15(b) of the Exchange Act 
be filed on Form BDW in accordance with the instructions on the 
form.
    Forms BD and BDW are uniform forms that also are used to 
register and deregister with states, to become members, and to 
withdraw from membership with SROs.
    \6\ See Exchange Act Rel. No. 56145 (Jul. 26, 2007), 72 FR 42190 
(Aug. 1, 2007).
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D. Exchange Act Rules 15b1-1, 15b3-1, 15b6-1, 15Ba2-2, 15Bc3-1, 15Ca1-
1, 15Ca2-1, 15Cc1-1, and 17a-3

    The Commission is adopting technical amendments to replace 
references to NASD with references to FINRA in Exchange Act Rules 15b1-
1, 15b3-1, 15b6-1, 15Ba2-2, 15Bc3-1, 15Ca1-1, 15Ca2-1, 15Cc1-1, and 
17a-3. The names of other self-regulatory organizations in Exchange Act 
Rule 15b6-1 are also being updated. In addition, paragraph (c) of Rule 
15b3-1, paragraph (e) of Rule 15Ba2-2 and paragraph (c) of Rule 15Ca2-1 
contain temporary re-filing instructions that are now obsolete. The 
Commission is adopting technical amendments to delete these paragraphs 
from these rules.

E. Forms ADV and ADV-W and Advisers Act Rules 203-1, 203-3, and 204-1

    Investment advisers use Form ADV to register with the Commission 
and Form ADV-W to withdraw from registration.\7\ Rules 203-1, 203-3, 
and 204-1 of the Advisers Act address issues relating to investment 
adviser registration and contain references to NASD. The Commission is 
adopting technical amendments to these forms and rules to replace 
references to NASD with references to FINRA.\8\
---------------------------------------------------------------------------

    \7\ Section 203 of the Advisers Act provides that investment 
advisers can register and withdraw from registration under 
procedures developed by the Commission. Advisers Act Rule 203-1 
requires that an application for registration of an investment 
adviser that is filed pursuant to Section 203(c) of the Advisers Act 
be filed on Form ADV in accordance with the instructions on the 
form. Advisers Act Rule 203-2 requires that a notice of withdrawal 
from registration as an investment adviser pursuant to Section 
203(h) of the Advisers Act be filed on Form ADV-W in accordance with 
the instructions on the form.
    Investment advisers also use Forms ADV and ADV-W to register and 
withdraw from registration with states.
    \8\ Part 1B of Form ADV is required by the state securities 
authorities for state-registered investment advisers. It is not a 
Commission form. At the request of the North American Securities 
Administrators Association, Inc., for informational purposes the 
Commission notes that FINRA will replace a reference to NASD in the 
Part 1B, Arbitration Disclosure Reporting Page (ADV).
---------------------------------------------------------------------------

II. Certain Findings

    Under the Administrative Procedure Act (``APA''), notice of 
proposed rulemaking is not required when the agency, for good cause, 
finds ``that notice and public procedure thereon are impracticable, 
unnecessary, or contrary to the public interest.'' \9\ The Commission 
is making technical amendments to Item K of the General Instructions of 
Form MSD and Item 2 of the General Instructions of Form MSDW in 
response to the addition of the Office of Thrift Supervision to the 
Exchange Act Section 3(a)(34) definition of ``appropriate regulatory 
agency'' for a municipal securities dealer, by the Regulatory Relief 
Act and to update the addresses of the agencies listed on the 
forms.\10\ Because these amendments will implement this statutory 
change by adding the Office of Thrift Supervision to the list of 
entities with which forms MSD and MSDW must be filed and also update 
the addresses of the agencies listed on the forms, the Commission finds 
that the amendments are technical in nature and that publishing the 
amendments for comment is unnecessary.\11\
---------------------------------------------------------------------------

    \9\ 5 U.S.C. 553(b).
    \10\ Public Law No. 109-351, 120 Stat. 1966 (2006).
    \11\ For similar reasons, the amendments do not require analysis 
under the Regulatory Flexibility Act or analysis of major rule 
status under the Small Business Regulatory Enforcement Fairness Act. 
See 5 U.S.C. 601(2) (for purposes of Regulatory Flexibility Act 
analyses, the term ``rule'' means any rule for which the agency 
publishes a general notice of proposed rulemaking); 5 U.S.C. 
804(3)(C) (for purposes of Congressional review of agency 
rulemaking, the term ``rule'' does not include any rule of agency 
organization, procedure, or practice that does not substantially 
affect the rights or obligations of non-agency parties).
---------------------------------------------------------------------------

    The Commission is also adopting technical amendments to Form BD-N 
to update the address of the National Futures Association. Because this 
amendment will conform the address on the form with the new physical 
address of the National Futures Association, the Commission finds that 
the amendment is technical in nature and that publishing the amendment 
for comment is unnecessary.\12\
---------------------------------------------------------------------------

    \12\ Id.
---------------------------------------------------------------------------

    In addition, the Commission is adopting technical amendments to 
Forms BD and BDW to reflect the formation of FINRA and to correctly 
reflect the Commission's authority to collect the information on the 
forms. Similarly, the Commission is adopting technical amendments to 
Exchange Act Rules 15b1-1, 15b3-1, 15b6-1, 15Ba2-2, 15Bc3-1, 15Ca1-1, 
15Ca2-1, 15Cc1-1, and 17a-3, as well as, to Forms ADV and ADV-W, and to 
Advisers Act Rules 203-1, 203-3, and 204-1 to reflect the formation of 
FINRA. Because these amendments will replace references to NASD with 
references to FINRA and, in the case of Forms BD and BDW, include 
Section 15B of the Exchange Act in the list of statutory references 
authorizing the Commission to collect the information on the forms, the 
Commission finds that the amendments are technical in nature and that 
publishing the amendments for comment is unnecessary.\13\ In addition, 
the Commission is deleting obsolete temporary re-filing instructions in 
Rules 15b3-1, 15Ba2-2 and 15Ca2-1. Because these amendments will 
eliminate outdated instructions that include outdated references to 
NASD, the Commission finds that the amendments are technical in nature 
and that publishing the amendments for comment is unnecessary.\14\
---------------------------------------------------------------------------

    \13\ Id.
    \14\ Id.
---------------------------------------------------------------------------

    Publication of a substantive rule not less than 30 days before its 
effective date is required by the APA except as otherwise provided by 
the agency for good cause.\15\ For the same reasons described above 
with respect to notice and opportunity for comment, the Commission 
finds that there is good cause for making the technical

[[Page 4692]]

amendments to each of the forms and rules effective on January 28, 
2008.
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    \15\ 5 U.S.C. 553(d).
---------------------------------------------------------------------------

III. Consideration of Promotion of Efficiency, Competition, and Capital 
Formation

    Section 3(f) of the Exchange Act,\16\ and Section 202(c) of the 
Advisers Act,\17\ provide that whenever the Commission is engaged in 
rulemaking and is required to consider or determine whether an action 
is necessary or appropriate in the public interest, the Commission 
shall consider, in addition to the protection of investors, whether the 
action will promote efficiency, competition, and capital formation. In 
addition, Section 23(a)(2) of the Exchange Act requires the Commission, 
in adopting rules under the Exchange Act, to consider the 
anticompetitive effects of such rules, if any, and to refrain from 
adopting a rule that would impose a burden on competition not necessary 
or appropriate in furtherance of the purposes of the Exchange Act.\18\
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    \16\ 15 U.S.C. 78c(f).
    \17\ 15 U.S.C. 80b-2(c).
    \18\ 15 U.S.C. 78w(a)(2).
---------------------------------------------------------------------------

    Because the amendments are limited to technical amendments, we do 
not anticipate that any competitive advantages or disadvantages would 
be created. We do not expect the amendments, as technical amendments, 
to have a significant effect on efficiency, or on capital formation or 
the capital markets resulting from any obligations imposed by the 
Commission.

IV. Statutory Authority

    We are adopting the technical amendments to Forms MSD, MSDW, BD, 
BDW, and BD-N and to Exchange Act Rules 15b1-1, 15b3-1, 15b6-1, 15Ba2-
2, 15Bc3-1, 15Ca1-1, 15Ca2-1, 15Cc1-1, and 17a-3 under the authority 
set forth in the Exchange Act and, in particular, Sections 3(b), 15(a), 
15(b), 15B, 17(a), and 23(a) therein.\19\ We are adopting the technical 
amendments to Form ADV under the authority set forth in Section 19(a) 
of the Securities Act of 1933,\20\ Sections 23(a) and 28(e)(2) of the 
Exchange Act,\21\ Section 319 of the Trust Indenture Act of 1939,\22\ 
Section 38(a) of the Investment Company Act of 1940 \23\ and Sections 
203(c)(1), 204, and 211(a) of the Advisers Act.\24\ We are adopting the 
technical amendments to Form ADV-W and Advisers Act Rule 203-1 under 
the authority set forth in Sections 203(c)(1), 204, and 211(a) of the 
Advisers Act.\25\ We are adopting the technical amendments to Advisers 
Act Rule 203-3 under the authority set forth in Sections 203(c)(1) and 
211(a) of the Advisers Act.\26\ We are adopting the technical 
amendments to Advisers Act Rule 204-1 under the authority set forth in 
Sections 203(c)(1) and 204 of the Advisers Act.\27\
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    \19\ 15 U.S.C. 78o(a), 78o(b), 78o-4, 78q(a), and 78w(a).
    \20\ 15 U.S.C. 77s(a).
    \21\ 15 U.S.C. 78w(a), 78bb(e)(2).
    \22\ 15 U.S.C. 77sss.
    \23\ 15 U.S.C. 80a-37(a).
    \24\ 15 U.S.C. 80b-3(c)(1), 80b-4, 80b-11(a).
    \25\ 15 U.S.C. 80b-3(c)(1), 80b-4, 80b-11(a).
    \26\ 15 U.S.C. 80b-3(c)(1), 80b-11(a).
    \27\ 15 U.S.C. 80b-3(c)(1), 80b-4.
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Text of Form Amendments

List of Subjects

17 CFR Parts 240 and 249

    Broker-dealers, Reporting and recordkeeping requirements, 
Securities.

17 CFR Parts 275 and 279

    Investment advisers, Reporting and recordkeeping requirements, 
Securities.

0
For the reasons set out in the preamble, title 17, chapter II of the 
Code of Federal Regulations is amended as follows:

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 
1934

0
1. The authority citation for part 240 continues to read, in part, as 
follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i, 
78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 
78w, 78x, 78ll, 78mm, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 
80b-11, and 7201 et seq., and 18 U.S.C. 1350, unless otherwise 
noted.
* * * * *

0
2. Amend Sec.  240.15b1-1 by revising paragraph (b) and removing the 
authority citation following the section to read as follows:


Sec.  240.15b1-1  Application for registration of brokers or dealers.

* * * * *
    (b) Every application for registration of a broker or dealer that 
is filed on or after January 25, 1993, shall be filed with the Central 
Registration Depository operated by the Financial Industry Regulatory 
Authority, Inc.
* * * * *

0
3. Amend Sec.  240.15b3-1 by revising paragraph (a) and removing 
paragraph (c) to read as follows:


Sec.  240.15b3-1  Amendments to application.

    (a) If the information contained in any application for 
registration as a broker or dealer, or in any amendment thereto, is or 
becomes inaccurate for any reason, the broker or dealer shall promptly 
file with the Central Registration Depository (operated by the 
Financial Industry Regulatory Authority, Inc.) an amendment on Form BD 
correcting such information.
* * * * *

0
4. Amend Sec.  240.15b6-1 by revising paragraph (a) to read as follows:


Sec.  240.15b6-1  Withdrawal from registration.

    (a) Notice of withdrawal from registration as a broker or dealer 
pursuant to Section 15(b) of the Act shall be filed on Form BDW (17 CFR 
249.501a) in accordance with the instructions contained therein. Every 
notice of withdrawal from registration as a broker or dealer shall be 
filed with the Central Registration Depository (operated by the 
Financial Industry Regulatory Authority, Inc.) in accordance with 
applicable filing requirements. Prior to filing a notice of withdrawal 
from registration on Form BDW (17 CFR 249.501a), a broker or dealer 
shall amend Form BD (17 CFR 249.501) in accordance with Sec.  240.15b3-
1(a) to update any inaccurate information.
* * * * *

0
5. Amend Sec.  240.15Ba2-2 by revising paragraph (a) and removing 
paragraph (e) to read as follows:


Sec.  240.15Ba2-2  Application for registration of non-bank municipal 
securities dealers whose business is exclusively intrastate.

    (a) An application for registration, pursuant to section 15B(a) of 
the Act, of a municipal securities dealer who is not subject to the 
requirements of Sec.  240.15Ba2-1, that is filed on or after January 
25, 1993, shall be filed with the Central Registration Depository 
(operated by the Financial Industry Regulatory Authority, Inc.) on Form 
BD in accordance with the instructions contained therein.
* * * * *

0
6. Amend Sec.  240.15Bc3-1 by revising paragraph (b) to read as 
follows:


Sec.  240.15Bc3-1  Withdrawal from registration of municipal securities 
dealers.

* * * * *
    (b) Every notice of withdrawal from registration as a municipal 
securities dealer that is filed on Form BDW (17 CFR 249.501a) shall be 
filed with the Central Registration Depository (operated by the 
Financial Industry Regulatory Authority, Inc.) in accordance with 
applicable filing requirements. Every notice of withdrawal of Form MSDW 
(17 CFR 249.1110) shall be filed with the Commission.
* * * * *

[[Page 4693]]


0
7. Amend Sec.  240.15Ca1-1 by revising paragraph (c) to read as 
follows:


Sec.  240.15Ca1-1  Notice of government securities broker-dealer 
activities.

* * * * *
    (c) Any notice required pursuant to this section shall be 
considered filed with the Commission if it is filed with the Central 
Registration Depository (operated by the Financial Industry Regulatory 
Authority, Inc.) in accordance with applicable filing requirements.

0
8. Amend Sec.  240.15Ca2-1 by revising paragraph (a) and removing 
paragraph (c) to read as follows:


Sec.  240.15Ca2-1  Application for registration as a government 
securities broker or government securities dealer.

    (a) An application for registration pursuant to Section 
15C(a)(1)(A) of the Act, of a government securities broker or 
government securities dealer that is filed on or after January 25, 
1993, shall be filed with the Central Registration Depository (operated 
by the Financial Industry Regulatory Authority, Inc.) on Form BD in 
accordance with the instructions contained therein.
* * * * *

0
9. Amend Sec.  240.15Cc1-1 by revising paragraph (a) to read as 
follows:


Sec.  240.15Cc1-1  Withdrawal from registration of government 
securities brokers or government securities dealers.

    (a) Notice of withdrawal from registration as a government 
securities broker or government securities dealer pursuant to Section 
15C(a)(1)(A) of the Act (15 U.S.C. 78o-5(a)(1)(A)) shall be filed on 
Form BDW (17 CFR 249.501a) in accordance with the instructions 
contained therein. Every notice of withdrawal from registration as a 
government securities broker or dealer shall be filed with the Central 
Registration Depository (operated by the Financial Industry Regulatory 
Authority, Inc.) in accordance with applicable filing requirements. 
Prior to filing a notice of withdrawal from registration on Form BDW 
(17 CFR 249.501a), a government securities broker or government 
securities dealer shall amend Form BD (17 CFR 249.501) in accordance 
with 17 CFR 400.5(a) to update any inaccurate information.
* * * * *

0
10. Amend Sec.  240.17a-3, the undesignated paragraph following 
paragraph (a)(12)(i)(H) by:
0
a. Revising the phrase ``National Association of Securities Dealers, 
Inc.'' to read ``Financial Industry Regulatory Authority, Inc.'';
0
b. Revising the phrase ``New York Stock Exchange, Inc., the Pacific 
Exchange, Inc.'' to read ``New York Stock Exchange LLC, NYSE Arca, 
Inc.''; and
0
c. Revising the phrase ``Chicago Board Options Exchange, Inc., the 
Cincinnati Stock Exchange, Inc. or the International Securities 
Exchange'' to read ``Chicago Board Options Exchange, Incorporated, the 
National Stock Exchange, Inc. or the International Securities Exchange, 
LLC''.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
11. The authority citation for part 249 continues to read in part as 
follows:

    Authority: 15 U.S.C. 78a, et seq., 7202, 7233, 7241, 7262, 7264, 
and 7265; and 18 U.S.C. 1350, unless otherwise noted.
* * * * *

0
12. Form BD (referenced in Sec.  249.501) is amended by:
0
a. In General Instruction A.1., second sentence, revising ``the NASD'' 
to read ``FINRA'';
0
b. In General Instruction A.5., FEDERAL INFORMATION LAW AND 
REQUIREMENTS,
0
i. In the second sentence, revising the phrase ``Sections 15, 15c,'' to 
read ``Sections 15, 15B, 15C,'';
0
ii. In the third sentence, revising the phrase ``See 15 U.S.C. 
Sec. Sec.  78o,'' to read ``See 15 U.S.C. 78o, 78o-4,''; and
0
iii. In the seventh sentence, revising the phrase ``National 
Association of Securities Dealers, Inc.'' to read ``Financial Industry 
Regulatory Authority, Inc.'';
0
c. In Electronic Filing Instruction C.3., revising the phrase ``NASAA/
NASD'' to read ``NASAA/FINRA'';
0
d. On page 2, Item 2, revising the box ``NASD'' to read ``FINRA'';
0
e. In Schedule E, Item 10, revising the phrase ``NASD Rule 3010'' to 
read ``FINRA rules'';
0
f. In Schedule E, Item 12, revising the phrase ``the NASD'' to read 
``FINRA''; and
0
g. In the boxes following Schedule E, Item 12, revising ``NASD'' to 
read ``FINRA'' each time it appears.

    Note: The text of Form BD does not, and these amendments will 
not, appear in the Code of Federal Regulations.


0
13. Form BDW (referenced in Sec.  249.501a) is amended by:
0
a. In General Instruction A.3., revising the phrase ``the NASD'' to 
read ``FINRA'';
0
b. In Partial Withdrawal C.2., revising the phrase ``NASAA/NASD'' to 
read ``NASAA/FINRA'';
0
c. In Explanation of Terms, under the term Investigation, first 
sentence, revising ``NASD Regulation, Inc.'' to read ``FINRA'' and 
revising ``The NASD By-Laws'' to read ``FINRA By-Laws'';
0
d. Under Federal Information Law and Requirements--SEC's Collection of 
Information,
0
i. In the second sentence, revising the phrase ``Sections 15, 15C,'' to 
read ``Sections 15, 15B, 15C,'';
0
ii. In the third sentence, revising the phrase ``See 15 U.S.C. 
Sec. Sec.  78o,'' to read ``See 15 U.S.C. 78o, 78o-4,''; and
0
iii. In the seventh sentence, revising the phrase ``National 
Association of Securities Dealers, Inc.'' to read ``Financial Industry 
Regulatory Authority, Inc.''; and
0
e. In Item 3, revising the box ``NASD'' to read ``FINRA''.

    Note: The text of Form BDW does not, and these amendments will 
not, appear in the Code of Federal Regulations.


0
14. Form BD-N (referenced in Sec.  249.501b) is amended by:
0
a. In Instruction 4, revising ``200 West Madison Street, Suite 1600'' 
to read ``300 South Riverside Plaza, Suite 1800''.

    Note: The text of Form BD-N does not, and these amendments will 
not, appear in the Code of Federal Regulations.


0
15. Form MSD (referenced in Sec.  249.1100) is amended by:
0
a. In General Instruction K, fourth sentence,
0
i. Revising the phrase ``Comptroller of the Currency, Washington, DC 
20219'' to read ``Comptroller of the Currency, Credit & Market Risk, 
250 E Street, SW., MS 9-14, Washington, DC 20219'';
0
ii. Revising the phrase ``Federal Reserve Board, Washington, DC 20551'' 
to read ``Board of Governors of the Federal Reserve System, Market and 
Liquidity Risk Section, Mail Stop 185, 20th and C Streets, NW., 
Washington, DC 20551''; and
0
iii. Revising the phrase ``Federal Deposit Insurance Corporation, 
Washington, DC 20429'' to read ``Federal Deposit Insurance Corporation, 
550 17th St., NW., Washington, DC 20429; applicants which are federal 
savings associations, or departments or divisions of such savings 
associations, must file Form MSD with the Office of Thrift Supervision, 
Managing Director, Examinations and Supervision Policy, 1700 G Street, 
NW., Washington, DC 20552''.

    Note: The text of Form MSD does not, and these amendments will 
not, appear in the Code of Federal Regulations.


0
16. Form MSDW (referenced in Sec.  249.1110) is amended by:
0
a. In General Instruction 2, fourth sentence,

[[Page 4694]]

0
i. Revising the phrase ``Comptroller of the Currency, Washington, DC 
20219'' to read ``Comptroller of the Currency, Credit & Market Risk, 
250 E Street, SW., MS 9-14, Washington, DC 20219'';
0
ii. Revising the phrase ``Federal Reserve Board, Washington, D.C. 
20551'' to read ``Board of Governors of the Federal Reserve System, 
Market and Liquidity Risk Section, Mail Stop 185, 20th and C Streets, 
NW., Washington, DC 20551''; and
0
iii. Revising the phrase ``Federal Deposit Insurance Corporation, 
Washington, DC 20429'' to read ``Federal Deposit Insurance Corporation, 
550 17th St., NW., Washington, DC 20429; applicants which are federal 
savings associations, or departments or divisions of such savings 
associations, must file Form MSDW with the Office of Thrift 
Supervision, Managing Director, Examinations and Supervision Policy, 
1700 G Street, NW., Washington, DC 20552''.

    Note: The text of Form MSDW does not, and these amendments will 
not, appear in the Code of Federal Regulations.

PART 275--RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940

0
17. The authority citation for part 275 continues to read, in part, as 
follows:

    Authority: 15 U.S.C. 80b-2(a)(11)(G), 80b-2(a)(17), 80b-3, 80b-
4, 80b-4a, 80b-6(4), 80b-6a, and 80b-11, unless otherwise noted.
* * * * *

0
18. Amend Sec.  275.203-1 by revising paragraph (d) to read as follows:


Sec.  275.203-1  Application for investment adviser registration.

* * * * *
    (d) Filing fees. You must pay FINRA (the operator of the IARD) a 
filing fee. The Commission has approved the amount of the filing fee. 
No portion of the filing fee is refundable. Your completed application 
for registration will not be accepted by FINRA, and thus will not be 
considered filed with the Commission, until you have paid the filing 
fee.

0
19. Amend Sec.  275.203-3 by revising paragraph (b)(3) and the Note to 
paragraph (b) to read as follows:


Sec.  275.203-3  Hardship exemptions.

* * * * *
    (b) * * *
    (3) Effective date--upon approval. You are not exempt from the 
electronic filing requirements until and unless the Commission approves 
your application. If the Commission approves your application, you may 
submit your filings to FINRA in paper format for the period of time for 
which the exemption is granted.
* * * * *

    Note to paragraph (b): FINRA will charge you an additional fee 
covering its cost to convert to electronic format a filing made in 
reliance on a continuing hardship exemption.


0
20. Amend Sec.  275.204-1 by revising paragraphs (b)(2) and (d) to read 
as follows:


Sec.  275.204-1  Amendments to application for registration.

* * * * *
    (b) * * *
    (2) If you have received a continuing hardship exemption under 
Sec.  275.203-3, you must, when you are required to amend your Form 
ADV, file a complete Part 1A of Form ADV on paper with the SEC by 
mailing it to FINRA.
* * * * *
    (d) Filing fees. You must pay FINRA (the operator of the IARD) an 
initial filing fee when you first electronically file Part 1A of Form 
ADV. After you pay the initial filing fee, you must pay an annual 
filing fee each time you file your annual updating amendment. No 
portion of either fee is refundable. The Commission has approved the 
filing fees. Your amended Form ADV will not be accepted by FINRA, and 
thus will not be considered filed with the Commission, until you have 
paid the filing fee.
* * * * *

PART 279--FORMS PRESCRIBED UNDER THE INVESTMENT ADVISERS ACT OF 
1940

0
21. The authority citation for part 279 continues to read as follows:

    Authority: The Investment Advisers Act of 1940, 15 U.S.C. 80b-1, 
et seq.

0
22. Form ADV (referenced in Sec.  279.1) is amended by:
0
a. In General Instruction 1, third paragraph, revising ``NASD'' to read 
``FINRA'';
0
b. In General Instruction 9,
0
i. In the first bullet, fourth sentence, revising ``NASD'' to read 
``FINRA'';
0
ii. In the second bullet, revising all references to ``NASD'' to read 
``FINRA'' each time it appears; and
0
iii. In the fourth bullet, revising ``NASD'' to read ``FINRA'';
0
c. In General Instruction 10,
0
i. In the first paragraph, fourth sentence, revising ``NASD'' to read 
``FINRA''; and
0
ii. In the second paragraph, revising ``NASD'' to read ``FINRA'';
0
d. In General Instruction 14, second bullet, revising all references to 
``NASD'' to read ``FINRA'' each time it appears;
0
e. In General Instruction 15, first bullet under ``Where you submit 
your paper filing depends on why you are eligible to file on paper,'' 
revising all references to ``NASD'' to read ``FINRA'' each time it 
appears;
0
f. Removing Glossary of Terms 23;
0
g. Redesignating Glossary of Terms 11 to 22, as Glossary of Terms 12 to 
23;
0
h. Adding new Glossary of Terms 11;
0
i. In Glossary of Terms 32, Self-Regulatory Organization or SRO, second 
sentence, revising ``NASD'' to read ``FINRA''; and
0
j. In Part 1A, Item 1.E., first sentence, revising ``NASD's'' to read 
``FINRA's''.

    Note: The text of Form ADV does not, and these amendments will 
not, appear in the Code of Federal Regulations.

    The addition of new Glossary of Terms 11 reads as follows:
Form ADV
* * * * *
Glossary of Terms
* * * * *
    11. FINRA's CRD or CRD: The Web Central Registration Depository 
(``CRD'') system operated by FINRA for the registration of broker-
dealers and broker-dealer representatives. [Used in: Part 1A, Item 1; 
Form ADV-W, Item 1]
* * * * *

0
23. Form ADV-W (referenced in Sec.  279.2) is amended by:
0
a. In Instruction 5, How should I file my Form ADV-W?, second 
paragraph, second sentence, revising ``NASD,'' to read ``FINRA,''; and
0
b. In Item 1.C., revising ``NASD's'' to read ``FINRA's''.

    Note: The text of Form ADV-W does not, and these amendments will 
not, appear in the Code of Federal Regulations.


    Dated: January 17, 2008.

    By the Commission.
Nancy M. Morris,
Secretary.
[FR Doc. E8-1171 Filed 1-25-08; 8:45 am]
BILLING CODE 8011-01-P