From: John J. Miller [millerlaw@prodigy.net]
Sent: Sunday, October 05, 2003 6:44 PM
To: rule-comments@sec.gov
Subject: Rule 3110 amendment (NASD-98-74)

Dear Sir or Madam:
 
    I am an attorney in Kansas City, Missouri, and I represent customers in 
securities arbitration cases.  I oppose the NASD's proposed amendment to 
Rule 3110[f].  The proposed amendment includes subsection [f][4][B], which 
allows enforcement of a choice of law provision in arbitration, and on behalf 
of my clients, I vigorously oppose this subsection.  

    The amendment allows brokerage firms to potentially impose  New York law 
on citizens of the other 49 states simply by including an apparently innocuous 
choice of law clause in a new account agreement.  This is a critical issue to 
investors with arbitration claims.  Unlike most states, New York has not adopted 
the Uniform Securities Act, and, therefore, if the amendment is adopted, 
investors from other jurisdictions may be deprived of the protections afforded 
by their state laws, which include statutory claims for misrepresentation and 
omission against all sellers and control persons.  Not only does New York not 
have a securities law which can be enforced by investors, there is case law in 
New York which may limit investors' remedies under the common law.

   Investors are entitled to the protections available under their state laws.  
National brokerage firms make the economic decision to operate in a given state.  
They should not then be allowed to bury a choice of law clause deep in a customer 
agreement  and thereby deprive customers of their legal rights in their home state.

    The SEC and NASD are charged with protecting investors. This proposal does the 
opposite:  it protects the industry.  The fact that the proposal makes the amendment 
retroactive confirms its anti-investor bias.

     I respectfully request that the rule be rejected.

John Miller
Law Office of John J. Miller, P.C.
4770 N. Belleview, Suite 202
Kansas City, MO  64116