Notice to Members 05-65

SEC Approves Amendments Relating to Rule 2790

Effective Date: November 2, 2005

On August 4, 2005, the Securities and Exchange Commission (SEC) approved amendments to subparagraph (i)(9) of Rule 2790 to exclude from the definition of "new issue" securities offerings of a business development company (BDC), a direct participation program (DPP) and a real estate investment trust (REIT).1 The SEC also approved a technical change to the exemption for foreign investment companies in subparagraph (c)(6) of Rule 2790 to clarify the scope of the exemption as reflected in an NASD staff memorandum dated August 6, 2004 (Staff Memorandum). In addition, the SEC approved amendments to Rule 2790 to codify the filing requirement for distribution information.

The rule, as amended, is set forth in Attachment A. The amendments become effective on November 2, 2005.

Questions concerning this Notice may be directed to Gary L. Goldsholle, Associate Vice President and Associate General Counsel, Office of General Counsel (OGC), Regulatory Policy and Oversight (RPO), at (202) 728-8104; or Afshin Atabaki, Counsel, OGC, RPO, at (202) 728-8902.

1See Securities Exchange Act Release No. 52209 (August 4, 2005), 70 FR 46557 (August 10, 2005) (Order Approving Proposed Rule Change and Amendment Nos. 1 and 2 Thereto Relating to NASD Rule 2790; File No. SR-NASD-2004-165).