Guidance

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Exemptive Letter
Name Not Public
This request for exemptive relief is granted based on the Firm's representation that the Contributions were made prior to the individual being employed by the Firm, and that the individual has never engaged in municipal securities business, as defined by MSRB Rule G-37, the return of the Contributions, and the extensive information barriers and compensation restrictions.
October 11, 2005
Exemptive Letter
Name Not Public
This request for exemptive relief is granted based on the Firm's representation that the Contributions were made prior to the individual's employment with the Firm, and that the individual was never engaged in municipal securities business, as defined by MSRB Rule G-37 ("Rule"), and the individual has never solicited municipal securities business from the City or City agencies of whom the Contribution recipients are issuer officials. The Firm agreed to institute certain information barriers, the individual will, for a period of time, be prohibited from soliciting municipal securities business as defined by the Rule, and the individual may not receive any compensation derived directly or indirectly from municipal securities business from City or certain City agencies for a period of time.
September 22, 2005
Exemptive Letter
Name Not Public
This request for exemptive relief is granted based on the Firm's representation that the contributor has never solicited municipal securities business, as defined by MSRB Rule G-37, from the State or entities or agencies connected with the State of whom the contribution recipient is considered to be an issuer official, the Contribution was returned, and representations that the Firm has imposed certain limitations on the individual's municipal business solicitation, and receipt of compensation from the Firm's municipal securities business with the State or State agencies.
September 20, 2005
Notice
Notice to Members 05-59

GUIDANCE

Structured Products

SUGGESTED ROUTING

KEY TOPICS
Internal Audit
Legal and Compliance
Retail
Senior Management		 Derivatives
Options
Structured Products
Structured Securities

Executive Summary

September 12, 2005
Guidance
Improving Examination Results - September 2005

September 2005

In a continuing effort to assist member firms' compliance efforts, NASD is issuing this regular communication, "Improving Examination Results." This document has two sections: "Examination Priorities" and "Frequently Found Violations," both of which relate to the Department of Member Regulation's routine examinations of firms. While each firm must establish its own compliance programs and supervisory procedures, we felt it may be helpful to share our overall priorities.

September 01, 2005
Exemptive Letter
Name Not Public
An exemption is granted based on the following: First, the Firm took prompt remedial action by placing Name in an "inactive status" and directing him to not engage in any work for the Firm. Second, you have represented that Name, prior to being hired by the Firm, was not engaged in the solicitation of municipal securities business, as defined in the Rule, and during his Firm employment as an MFP Name did not engage in municipal securities representative activities and did not solicit municipal business. Third, you have represented that the Firm has a long relationship as an underwriter of municipal securities for County #1 and County #2, and the State and neither the hiring of Name nor his Contributions were necessary to obtain municipal securities business from such issuers. Fourth, the Firm has agreed to undertake an education initiative, as described below, for all employees of the Firm's Municipal Securities Group.
May 25, 2005
Report / Study
Report of the Mutual Fund Task Force: Mutual Fund Distribution

NASD formed the Mutual Fund Task Force (“Task Force”) to consider issues relating to soft dollars, mutual fund portfolio transaction costs and distribution arrangements. The Task Force was established after discussions between the Securities and Exchange Commission (“SEC”) and NASD staffs, to provide guidance to the SEC as it considers these issues.

March 29, 2005
Interpretive Letter
Interpretive Letter to Tamara K. Salmon, Investment Company Institute
NASD Rule 2510 - Discretionary Accounts - Application of NASD Rules 3110, 2510, 2310, and IM 2310-2 to a default IRA account established by plan sponsor in accordance with Department of Labor safe harbor provisions.
March 16, 2005
Notice
Notice to Members 05-17

GUIDANCE

Sanction Guidelines

Effective Date: March 15, 2005

March 01, 2005
Interpretive Letter
Interpretive Letter to Michael R. Trocchio, Esq., Bingham McCutchen LLP
Member ceasing to offer retail brokerage services may use negative response letters to accomplish the bulk transfer of its retail brokerage accounts to an affiliated broker-dealer.
February 03, 2005
Interpretive Letter
Interpretive Letter to George T. Simon, Foley & Lardner, LLP
NASD Rule 2510 - Discretionary Accounts - A member may use the negative response process under Rule 2510(d)(2)(A) to effectuate the transfer to another money market fund of customer free credit balances that have been returned to the member by a fund that has been terminated.
January 26, 2005
Exemptive Letter
Dana G. Fleischman, Esq., Cleary, Gottlieb, Steen & Hamilton

The staff granted an exemption from NASD Rule 2790 in connection with new issue offering of a registered securities exchange for certain allocations as part of its issuer-directed share program.

December 3, 2004

Dana G. Fleischman, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, NY 10006-1470

Re:  Request for Exemption from Rule 2790

Dear Ms. Fleischman:

December 03, 2004
Interpretive Letter
Interpretive Letter to Therese Squillacote, ING Financial Advisers, LLC

NASD Rule 2210 - Communications with the Public

The posting to a Web site of performance information as required by California state law does not constitute an advertisement under NASD Rule 2210.
November 29, 2004
Report / Study
Report of the Mutual Fund Task Force: Soft Dollars and Portfolio Transaction Costs

NASD formed the Mutual Fund Task Force (“Task Force”) in May 2004 to consider ways to improve the transparency of mutual fund portfolio transaction costs and distribution arrangements. The Task Force was established after discussions between the Securities and Exchange Commission (“SEC”) and NASD staffs, to provide guidance to the SEC as it considers the issues raised in a concept release concerning mutual fund portfolio transaction costs and a rule proposal relating to mutual fund distribution arrangements.

November 11, 2004
Interpretive Letter
Interpretive Letter to Michael R. Trocchio, Esq., Bingham McCutchen LLP

NASD Rule 2110 - Standards of Commercial Honor and Principles of Trade

Member whose firm will cease to exist upon merger with an acquiring member that does not generally offer retail brokerage services may use negative response letters to accomplish the bulk transfer of its retail accounts to a broker-dealer affiliate of the acquiring member.
November 10, 2004
Interpretive Letter
NASD Office of General Counsel, Regulatory Policy and Oversight
The use of negative response letters to change the broker-dealer of record on a mutual fund or variable insurance product account held directly at the issuer.
November 08, 2004
Exemptive Letter
Name Not Public
An exemption is granted based on the following considerations. First, you have represented that Name, prior to being hired by the Firm, was not engaged in the solicitation of municipal securities business, as defined in the Rule. Second, you have represented that the Firm has a long relationship as an underwriter of municipal securities for the State and State agencies, and neither the hiring of Name nor his Contribution was necessary to obtain municipal securities business from such issuers. Third, the Firm has agreed to institute preventive information barriers to help avoid the potential for conflicting interests to exist and be used, or appear to be used, by the Firm or Name to obtain municipal securities business or compensation or other financial benefits related to such business.
October 27, 2004
Interpretive Letter
Interpretive Letter to Barry Harris, Banc of America Investment Services, Inc. (Use of Negative Response Letters)
Negative response letters may be used to change the broker-dealer of record for customers' "direct application" mutual fund and variable annuity accounts in situations involving the acquisition or merger of a member firm, where the acquiring or surviving entity is the legal successor-in-interest to the member firm.
October 20, 2004
Report / Study
Report of the Corporate Debt Market Panel

In March 2004, NASD convened a panel of industry experts and investor advocates to assess the challenges facing the corporate debt market and make recommendations for possible improvements. The objective of the Corporate Debt Market Panel was to review and make recommendations to the NASD Board of Governors regarding how to best ensure market integrity and investor protection in the corporate bond market.

September 30, 2004
Interpretive Letter
Interpretive Letter to Budge Collins, Collins/Bay Island Securities
Member may not present related performance information to "qualified institutional buyers" who are potential investors in 3(c)(1) funds.
September 14, 2004
Exemptive Letter
Name Not Public
This request for exemptive relief is granted based on the Firms’ representation that the Contribution was made by an employee who does not and has never engaged in the solicitation of municipal securities business, the imposition of certain “information restrictions” and other Firm-wide compliance measures, a Firm- imposed “censure” and compensation restrictions, and the return of the Contribution.
August 23, 2004
Interpretive Letter
Interpretive Letter to Mark W. Riepe, Charles Schwab & Co., Inc.
Joint NASD and NYSE interpretation that individuals involved in the development of certain quantitative equity research ratings model are not “research analysts” as defined by the SRO research analyst conflict of interest rules.
August 20, 2004
Interpretive Letter
Interpretive Letter to Mr. Alan E. Sorcher, Securities Industry Association & Ms. Sarah A. Miller, ABA Securities Association

NASD staff declines to extend tolling period to meet qualification requirements related to implementation of Title II of the Gramm-Leach-Bliley Act of 1999.

August 05, 2004
Report / Study
Joint SEC/NASD Report on Examination Findings Regarding Broker-Dealer Sales of Variable Insurance Products

Variable annuity and variable life insurance products (collectively, “variable insurance products" or “variable products”) are being marketed and sold to a large number of investors. While variable insurance products may be appropriate investments for some investors, concerns have been raised about the sale of these products. This prompted the staffs of the Securities and Exchange Commission (“SEC” or “Commission”) and NASD (“Staff”) to conduct examinations of broker-dealers that sell variable insurance products. This report summarizes the findings of those examinations. 

June 09, 2004
Exemptive Letter
Marianne McKeon, Dewey Ballantine LLP
Exemption from lock-up provisions in Rule 2710(g) for shares to be issued upon the split of common stock that takes place within 180 days of the required filing of the offering with NASD when the pre-split shares were acquired prior to the 180 day timeframe.
June 04, 2004