Regulatory Notice 07-54

SEC Approves New NASD Rule 2290 Regarding Fairness Opinions

Effective Date: December 8, 2007

Effective December 8, 2007, new NASD Rule 2290 (Fairness Opinions) requires specific disclosures and procedures addressing conflicts of interest whenmember firms provide fairness opinions in change of control transactions, such as amerger or sale or purchase of assets.1 NASD Rule 2290, as adopted, is set forth in Attachment A of this Notice.

Questions regarding this Noticemay be directed to Gary L. Goldsholle, Vice President and Associate General Counsel, Office of General Counsel (OGC), at (202) 728-8104, KathrynM.Moore, Assistant General Counsel, OGC, at (202) 974-2974; or Joseph E. Price, Vice President, Corporate Financing Department, at (240) 386-4623.

1 See Securities Exchange Act Release No. 56645 (October 11, 2007), 72 FR 59317(October 19, 2007) (Approval Order of SR-NASD-2005-080).