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Interpretive Letter to Janna R. Severance, Esq., Moss & Barnett

October 2, 2000

Ms. Janna R. Severance, Esq.
Moss & Barnett
4800 Norwest Center
90 South Seventh Street
Minneapolis, Minnesota 55402-4129

Dear Ms. Severance:

I am writing in response to our phone conversation on September 19, 2000 and your letter dated September 12, 2000. You have asked for guidance as to whether a director of an NASD member firm needs to be registered as a principal.

The director in question will not be employed by the member firm. The director will represent a passive investor in the broker/dealer who wishes to monitor the direction of the business and the status of its investment, including distributions to investors. Further, the director will not set policy or day-to-day operational procedures for the broker/dealer, and, in general, will not be engaged in decisionmaking on any issues other than those related to the investment.

As I mentioned during our phone conversation, NASD Notice to Members 99-49 states that outside directors of member firms are not required to register if they are not actively engaged in the management of the member's investment banking or securities business. The NASD considers outside directors to include directors who are not officers or employees of the member. "Actively engaged in management" means day-to-day conduct of the member's securities business and the implementation of corporate policies related to such business. An outside director's regular participation in board and board committee meetings, during which corporate policies may be developed or adopted, would not by itself rise to the level of being actively engaged in a member's management.

Based on the facts that you have described, the staff of the Office of General Counsel, NASD Regulation, believes that the director in question does not need to register as a principal. The director, however, will need to register if he or she wishes to participate in the day-to-day conduct of the member's securities business and the implementation of corporate policies related to such business.

I hope this letter is responsive to your inquiry. Please note that the opinions expressed in this letter are staff opinions only and have not been reviewed or endorsed by the Board of Directors of NASD Regulation. This letter responds only to the issues you have raised based on the facts as you have described them, and does not necessarily address any other rule or interpretation of the NASD or all the possible regulatory and legal issues involved.

Very truly yours,

Eric J. Moss
Assistant General Counsel


Frank McAuliffe, Vice President
NASD Regulation, Inc., Member Regulation

Thomas Clough, District Director

NASD Regulation, Inc., District 4