Proposed Rule Change to Amend the By-Laws of NASD to Implement Governance and Related Changes to Accommodate the Consolidation of the Member Firm Regulatory Functions of NASD and NYSE Regulation, Inc.

NASD is filing with the Securities and Exchange Commission ("SEC" or "Commission") a proposed rule change to amend the By-Laws of NASD (the "NASD By-Laws") to implement governance and related changes to accommodate the consolidation of the member firm regulatory functions of NASD and NYSE Regulation, Inc. ("NYSE Regulation"). The proposed rule change also would make limited conforming changes to the By-Laws of NASD Regulation, Inc. ("NASD Regulation By-Laws").