SR-NASD-2000-038

Application of Rules of the Association and Interpretive Materials thereunder to Certain Exempted Securities

The NASD, through its wholly owned subsidiary, NASD Regulation, Inc., has filed with the SEC a proposed rule change to: (1) codify a staff interpretation that the non-cash compensation provisions set forth in NASD Rule 2820(g) apply to group variable contracts that are exempted securities; and (2) to enumerate those Rules of the Association and Interpretive Materials thereunder that apply to exempted securities, except municipal securities, as previously approved by the Commission.