Policy Statement

Regarding the Acquisition of the Moody’s Securities Manual Business by Mergent, Inc. and Recognition of Securities Manuals in Electronic Formats

In July 1998, Financial Communication Company, Inc. (now known as Mergent, Inc.) acquired the Financial Information Services Division of Moody’s Investors Service. The acquired Division had been in the business of publishing the various Moody’s securities manuals. After the acquisition, responsibility for publishing the manuals shifted to Mergent, Inc. In connection with the sale of the Moody’s securities manual business, Mergent was granted a license to use the Moody’s trademark for a limited time. Upon the expiration of the license, the former Moody’s® Manuals will be distributed under the name “Mergent Manuals.”

For the purposes of the exemption provided under M.G.L. c.110A, §402(b)(2)(A), “recognized securities manual” includes all manuals published by Standard & Poors and Mergent, Inc. (formally known as the Moody’s® Manuals), exclusively. In addition, the term “manual” shall include all commonly recognized electronic formats of such manuals, including CD-ROM and dissemination over the Internet.

An issuer listed in a recognized securities manual must have, at a minimum, a profit and loss statement covering a full year of operations, thus excluding start-up companies with less than 12 months of operations. Anyone claiming an exemption under 950 CMR 14.402(B)(2)(a) shall bear the burden of showing that the financial statements meet the requirements of 950 CMR 14.402(B)(2)(a) and M.G.L. c.110A.