Notice to Members 01-44

SEC Issues Interpretive Guidance Concerning Exchange Act Rules 11Ac1-5 And 11Ac1-6

NASD Regulation Inc. (NASD RegulationSM) is issuing this Notice to Members to inform members about interpretive guidance recently issued by the Division of Market Regulation (Division or SEC Staff) of the Securities and Exchange Commission (SEC or Commission) concerning Rules 11Ac1-5 and 11Ac1-6 under the Securities Exchange Act of 1934 (Exchange Act). On June 22, 2001, SEC staff issued two Staff Legal Bulletins. Staff Legal Bulletin No. 12R (Revised) addresses frequently asked questions about Rule 11Ac1-5. Staff Legal Bulletin No. 13 addresses frequently asked questions about Rule 11Ac1-6. The SEC also granted five requests for exemptive relief under these rules.

Please note that Rules 11Ac1-5 and 11Ac1-6 are SEC rules. Accordingly, questions of interpretation or other concerns about the rules should be directed to the SEC staff. Information regarding these rules also can be found on the SEC Web Site at In addition, Rules 11Ac1-5 and 11Ac1-6 are discussed in more detail in Special NASD Notice to Members 01-16 and NASD Notice to Members 01-30. Members also may direct general questions concerning this Notice to Kathleen O'Mara, Assistant General Counsel, or Philip Shaikun, Assistant General Counsel, NASD Regulation, Inc., at (202) 728-8071.