FINRA Regulatory Notice FINRA is requesting comment on a new proposal to amend its Rule 5122, which requires certain disclosures to be made in private placements issued by broker-dealers. The amendments would expand the rule to reach all private placements in which a broker-dealer participates (i.e. not just those in which it is an issuer), and would eliminate a current exemption in the rule for broker-dealers acting in a "wholesaling" capacity. Please contact any of the following Cadwalader attorneys if you have any questions about this item: Steven Lofchie; [email protected] Jeffrey

FINRA News Release For the same conduct addressed in the SEC action discussed above, FINRA ordered Charles Schwab and Co. Inc. to pay $ 18 million dollars into a Fair Fund to be established by the SEC. FINRA's release stresses that Schwab failed to amend their marketing of the funds in response to changes in the fund's portfolio. Date January 11, 2011 Cross References (links may require a Cabinet subscription) FINRA Action No. 2008012876902 NASD Rules 2110, 2210, 3010(a)

FINRA Regulatory Notice FINRA issued a regulatory notice to announce that OATS order recording and reporting obligations in FINRA Rules 7410 through 7470 will, effective July 11, 2011, be applicable to all orders in NMS stocks, in addition to OTC equities. The release further announces that an updated edition of the OATS Reporting Technical Specifications will become effective on July 11. Date January 11, 2011 Cross References (links may require a Cabinet subscription) FINRA RN 11-03

SEC Release (FINRA Rulemaking) The SEC declared immediately effective a FINRA proposal to extend a pilot program that does not require TRACE reporting of transactions in TRACE-eligible securities executed on an NYSE facility and reported to the NYSE under NYSE rules. The pilot is extended through July 8, 2011. Date January 7, 2011 Cross References (links may require a Cabinet subscription) SEC Release 34-63673

SEC Release The SEC voted to propose Rule 15Fi-1 under the Exchange Act to require security-based swap dealers and major security-based swap participants to provide counterparties with a trade acknowledgment detailing information specific to the transaction. Among other things, the new rule specifies (1) when a counterparty must be provided with a trade acknowledgment; (2) written policies and procedures that must be in place and designed to obtain verification of the terms outlined in the trade acknowledgment; (3) which entity is responsible for providing a trade acknowledgment; (4) the