Memorandum

To: USA Drafting Committee, Advisors, and Observers

From: Joel Seligman

Date: November 13, 2000

Subject: Revised October Meeting Draft of Uniform Securities Act and Agenda, December 8-10, 2000

On December 8-10, 2000 we will discuss approximately one-half of this Draft, focusing on Part D, Broker-Dealers, Agents, Investment Advisers, and Investment Adviser Representatives, related definitions in Part A (§§101(b), (c), (d), (e), (n), (o)); Part E, Fraud and Liabilities; and unresolved issues from our September 8-10 meeting including §§101(g), (j), (m), (t), (u); 201(c), (e), (g), (i); 202(d), (k), (l); and specified subsections in §§302 and 304-306.

Please note that §§101(d) and 201(c) address depository institutions.

I will be particularly grateful for written comments before December 1 on the topics to be discussed at the December 8-10 meeting.

This Draft reflects changes to the August 2000 Draft made as a result of our September

8-10 meeting and subsequent correspondence and discussion.

After the December 8-10 meeting I will revise this Draft to reflect comments from the Committee on Style and to incorporate Official Comments.

In Attachment A, I have included a Comparison of this Draft to the August 2000 Draft. In Attachment B, I have included an Agenda for the December 8-10 meeting.

JS:bbw

Enclosures