Conforming Version (To Conform to Release Published in the Federal Register)

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 ADVW 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. 

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 brokerdealer 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”). 

EFFECTIVE DATE: January 28, 2008. 
1 

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 

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
Commission and with their “appropriate regulatory 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 

2 For example, Instruction K of Form MSD currently provides: 

“Form MSD must be filed in triplicate with the Securities and Exchange 

Commission, Washington, D.C. 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 D.C. 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, D.C. 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, D.C. 20429.” 

 See also Instruction 2 of Form MSDW. 

3 Pub. L. No. 109-351, 120 Stat. 1966 (2006). 

3
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 

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. 

4 See Instruction 4 of Form BD-N. 

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). 

4
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 selfregulatory 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 stateregistered investment advisers. It is not a Commission form. At the request of 

the North American Securities Administrators Association, Inc., for informational 

5
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 

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 

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 Pub. L. 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). 

6
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 

12 Id. 

13 Id. 

14 Id. 

15 5 U.S.C. 553(d). 

7
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 amendments to 

each of the forms and rules effective on January 17, 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, 

16 15 U.S.C. 78c(f). 

17 15 U.S.C. 80b-2(c). 

8
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 194023 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 

TEXT OF FORM AMENDMENTS 

List of Subjects 

17 CFR Parts 240 and 249 

Broker-dealers, Reporting and recordkeeping requirements, Securities. 

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). 

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. 

9
17 CFR Parts 275 and 279 

Investment advisers, Reporting and recordkeeping requirements, Securities. 

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: 

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: 

§ 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. 

***** 

3. Amend § 240.15b3-1 by revising paragraph (a) and removing paragraph (c) to 

read as follows: 

§ 240.15b3-1 Amendments to application. 

10
(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. 

***** 

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

§ 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 §240.15b3-1(a) to update any inaccurate information. 

***** 

5. Amend § 240.15Ba2-2 by revising paragraph (a) and removing paragraph (e) 

to read as follows: 

§ 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 

11
Depository (operated by the Financial Industry Regulatory Authority, Inc.) on Form BD 

in accordance with the instructions contained therein. 

***** 

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. 

***** 

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

§ 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. 

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. 

12
(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. 

***** 

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

§ 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. 78o5(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. 

***** 

10. Amend § 240.17a-3, the undesignated paragraph following paragraph 

(a)(12)(i)(H) by: 

a. Revising the phrase “National Association of Securities Dealers, Inc.” to read 

“Financial Industry Regulatory Authority, Inc.”; 

13
b. Revising the phrase “New York Stock Exchange, Inc., the Pacific Exchange, 

Inc.” to read “New York Stock Exchange LLC, NYSE Arca, Inc.”; and 

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 

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. 

***** 

12. Form BD (referenced in § 249.501) is amended by: 

a. In General Instruction A.1., second sentence, revising “the NASD” to read 

“FINRA”; 

b. In General Instruction A.5., FEDERAL INFORMATION LAW AND 

REQUIREMENTS, 

i. In the second sentence, revising the phrase “Sections 15, 15c,” to read 

“Sections 15, 15B, 15C,”; 

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 

iii. In the seventh sentence, revising the phrase “National Association of 

Securities Dealers, Inc.” to read “Financial Industry Regulatory Authority, Inc.”; 

c. In Electronic Filing Instruction C.3., revising the phrase “NASAA/NASD” to 

read “NASAA/FINRA”; 

14
d. On page 2, Item 2, revising the box “NASD” to read “FINRA”; 

e. In Schedule E, Item 10, revising the phrase “NASD Rule 3010” to read 

“FINRA rules”; 

f. In Schedule E, Item 12, revising the phrase “the NASD” to read “FINRA”; and 

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. 

13. Form BDW (referenced in § 249.501a) is amended by: 

a. In General Instruction A.3., revising the phrase “the NASD” to read 

“FINRA”; 

b. In Partial Withdrawal C.2., revising the phrase “NASAA/NASD” to read 

“NASAA/FINRA”; 

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”; 

d. Under Federal Information Law and Requirements – SEC’s Collection of 

Information, 

i. In the second sentence, revising the phrase “Sections 15, 15C,” to read 

“Sections 15, 15B, 15C,”; 

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 

15
iii. In the seventh sentence, revising the phrase “National Association of 

Securities Dealers, Inc.” to read “Financial Industry Regulatory Authority, Inc.”; 

and 

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. 

14. Form BD-N (referenced in § 249.501b) is amended by: 

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. 

15. Form MSD (referenced in § 249.1100) is amended by: 

a. In General Instruction K, fourth sentence, 

i. Revising the phrase “Comptroller of the Currency, Washington, D.C. 

20219” to read “Comptroller of the Currency, Credit & Market Risk, 250 E Street, 

SW, MS 9-14, Washington, D.C. 20219”; 

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, D.C. 20551”; 

and 

iii. Revising the phrase “Federal Deposit Insurance Corporation, 

Washington, D.C. 20429” to read “Federal Deposit Insurance Corporation, 550 

17th St., NW, Washington, D.C. 20429; applicants which are federal savings 

associations, or departments or divisions of such savings associations, must file 

16
Form MSD with the Office of Thrift Supervision, Managing Director, 

Examinations and Supervision Policy, 1700 G Street, NW, Washington, D.C. 

20552”. 

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: 

a. In General Instruction 2, fourth sentence, 

i. Revising the phrase “Comptroller of the Currency, Washington, D.C. 

20219” to read “Comptroller of the Currency, Credit & Market Risk, 250 E Street, 

SW, MS 9-14, Washington, D.C. 20219”; 

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, D.C. 20551”; 

and 

iii. Revising the phrase “Federal Deposit Insurance Corporation, 

Washington, D.C. 20429” to read “Federal Deposit Insurance Corporation, 550 

17th St., NW, Washington, D.C. 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, D.C. 

20552”. 

Note: The text of Form MSDW does not, and these amendments will not, appear 

in the Code of Federal Regulations. 

17
1940 

PART 275 – RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 

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, 80b6(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. 

19. Amend § 275.203-3 by revising paragraph (b)(3) and the Note to paragraph 

(b) to read as follows: 

§ 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. 

***** 

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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. 

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

§ 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. 

***** 

PART 279 -- FORMS PRESCRIBED UNDER THE INVESTMENT ADVISERS 

ACT OF 1940 

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. 

22. Form ADV (referenced in § 279.1) is amended by: 

a. In General Instruction 1, third paragraph, revising “NASD” to read “FINRA”; 

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b. In General Instruction 9, 

i. In the first bullet, fourth sentence, revising “NASD” to read “FINRA”; 

ii. In the second bullet, revising all references to “NASD” to read 

“FINRA” each time it appears; and 

iii. In the fourth bullet, revising “NASD” to read “FINRA”; 

c. In General Instruction 10, 

i. In the first paragraph, fourth sentence, revising “NASD” to read 

“FINRA”; and 

ii. In the second paragraph, revising “NASD” to read “FINRA”; 

d. In General Instruction 14, second bullet, revising all references to “NASD” to 

read “FINRA” each time it appears; 

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; 

f. Removing Glossary of Terms 23; 

g. Redesignating Glossary of Terms 11 to 22, as Glossary of Terms 12 to 23; 

h. Adding new Glossary of Terms 11; 

i. In Glossary of Terms 32, Self-Regulatory Organization or SRO, second 

sentence, revising “NASD” to read “FINRA”; and 

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 

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***** 

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 brokerdealer representatives. [Used in: Part 1A, Item 1; Form ADV-W, Item 1] 

***** 

23. Form ADV-W (referenced in § 279.2) is amended by: 

a. In Instruction 5, How should I file my Form ADV-W?, second paragraph, 

second sentence, revising “NASD,” to read “FINRA,”; and 

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. 

By the Commission. 

Nancy M. Morris 

Secretary 

Dated: January 17, 2008 

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