SIFMA provides comments to the National Association of Securities Dealers, Inc. (NASD) on proposed NASD Rule 2721 relating to member private offerings.  The proposed rule would generally require certain disclosure be made in a private placement memorandum (PPM) relating to a Member Private Offering. SIFMA believes the proposal is overbroad and offers its observations and recommendations on specific issues within the proposal including: 1) the definition; 2) disclosure requirements; 3) filing requirements; 4) use of offering proceeds; and 5) exemptions.