Amendments to the Corporate Financing Rule

The NASD, through its wholly owned subsidiary, NASD Regulation, Inc., is filing with the SEC a proposed rule change to Conduct Rule 2710. The proposal will provide greater clarity and predictability regarding when securities acquired by members and their affiliates in private placements will be deemed to be underwriting compensation. While securities acquired by an underwriter within 180 days before the date an offering is filed generally are treated as compensation, the proposal would provide an exemption for securities acquired in transactions that meet one of four "safe harbors" described in the proposal.