Proposed Rule Change to Amend the Restated Certificate of Incorporation of NASD to Accommodate the Consolidation of the Member Firm Regulatory Functions of NASD and NYSE Regulation, Inc. and to Conform the Certificate to the Amended NASD By-Laws

NASD is filing with the Securities and Exchange Commission (“SEC” or “Commission”) a proposed rule change to make certain amendments to the Restated Certificate of Incorporation of NASD (the “Certificate”) to reflect the governance and related changes to accommodate the consolidation of the member firm regulatory functions of NASD and NYSE Regulation, Inc. and to conform the Certificate to the amended NASD By-Laws. The amendments to the Certificate also reflect NASD’s change in corporate name to Financial Industry Regulatory Authority, Inc. (“FINRA”) as of the closing of the Transaction (as defined in the proposed rule change).