Rule 17g-5, promulgated under the US Securities Exchange Act of 1934, as amended, was enacted to limit conflicts of interest arising in connection with the determination of ratings by Nationally Recognised Statistical Rating Organisations (“NRSROs”), which are rating agencies registered with the US Securities and Exchange Commission (the “SEC”). More specifically, Rule 17g-5(a)(3) (the “Rule”) prohibits an NRSRO from receiving payments from an issuer, sponsor or arranger in connection with issuing or maintaining credit ratings on certain structured finance products unless the information provided to the NRSRO in connection with the ratings process is made available on a password protected website accessible by other NRSROs. The Rule applies to offerings of structured finance products made in the United States, but by its terms applies equally to offerings made by non-US persons conducted entirely offshore (i.e., outside of the United States). The purpose of the Rule is to encourage unsolicited ratings and ongoing monitoring by NRSROs that are not hired by the arrangers, with the objective of providing users of credit ratings with more views on the creditworthiness of structured finance products. The Rule became effective on February 2, 2010, and the compliance date for the Rule was June 2, 2010.