02-6259. Self-Regulatory Organizations; National Association of Securities Dealers, Inc; Order Granting Approval to Proposed Rule Change Relating to Revisions to Form U-4 and Form U-5

March 11, 2002.

On January 9, 2002, the National Association of Securities Dealers, Inc. (“NASD” or the “Association”), through its wholly owned subsidiary, NASD Regulation, Inc. (“NASD Regulation”), filed with the Securities and Exchange Commission (“SEC” or “Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 19b-4 thereunder,^[2] a proposed rule change revising the Uniform Application for Securities Industry Registration or Transfer (“Form U-4”) and Uniform Termination Notice for Securities Industry Registration (“Form U-5”) (collectively, the “Forms”). On January 23, 2002, NASD Regulation submitted Amendment No. 1 to the proposed rule change.^[3] On January 31, 2002, NASD Regulation submitted Amendment No. 2 to the proposed rule change.^[4] On February 28, 2002, NASD Regulation submitted Amendment No. 3 to the proposed rule change.^[5]

The proposed rule change, as amended, was published for comment in the Federal Register on February 7, 2002.^[6] The Commission received no comments on the proposal.

After careful review, the Commission finds that the proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder,^[7] and, in particular, the requirements of Section 15A of the Act ^[8] and the rules and regulations thereunder. The Commission finds specifically that the proposed rule change is consistent with Section 15A(b)(6) of the Act.^[9] Section 15A(b)(6) ^[10] requires, among other things, that the NASD's rules 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.

The Commission believes that the proposed rule change promotes the objectives of this section of the Act. Specifically, the proposed rule change will accomplish these ends by making technical changes to the Forms to accommodate the electronic submission of investment adviser filings on the Investment Adviser Registration Depository (“IARD”) system; establishing procedures that will enable broker/dealer firms and investment adviser firms employing dually registered persons to concur with information contained in the Forms; making certain formatting and technical changes to the Forms that would complete the transition from a paper-based filing model to an electronic-filing model; providing separate paper filing instructions for those filers that do not use the CRD or IARD systems; clarifying certain items that have been a source of confusion for Web CRD users; and updating the Form U-4 to add examination and registration categories that were not previously included. The proposed rule change also amends NASD IM-8310-2, Release of Disciplinary Information, to refer to the newly numbered Item 14 of the Form U-4.

It is therefore ordered, pursuant to section 19(b)(2) of the Act,^[11] that the proposed rule change (File No. SR-NASD-2002-05) be, and it hereby is, approved.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[12]

Margaret H. McFarland,

Deputy Secretary.

Footnotes

1.  15 U.S.C. 78s(b)(1).

2.  17 CFR 240.19b-4.

3.  See letter from Patrice M. Gliniecki, Vice President and Acting General Counsel, NASD Regulation, to Katherine A. England, Assistant Director, Division of Market Regulation (“Division”), SEC, dated January 22, 2002 (“Amendment No. 1”).

4.  See letter from Patrice M. Gliniecki, Vice President and Acting General Counsel, NASD Regulation, to Katherine A. England, Assistant Director, Division, SEC, dated January 31, 2002 (“Amendment No. 2”).

5.  See letter from Patrice M. Gliniecki, Vice President and Acting General Counsel, NASD Regulation, to Katherine A. England, Assistant Director, Division, SEC, dated February 27, 2002 (“Amendment No. 3”). In Amendment No. 3, NASD Regulation made various technical corrections to the proposed language changes to Form U-4 and Form U-5.

6.  See Securities Exchange Act Release No. 45385 (February 1, 2002), 67 FR 5862.

7.  In approving this proposed rule change, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f).

8.  15 U.S.C. 78o-3.

9.  15 U.S.C. 78o-3(b)(6).

10.  Id.

11.  15 U.S.C. 78s(b)(2).

12.  17 CFR 200.30-3(a)(12).