November 29, 1999
Mr. Joseph D. Fashano, Director
Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, NY 10010-3629
Exemption Request - NASD Conduct Rule 2720(l)
Dear Mr. Fashano:
This letter responds to your August 13, 1999 letter in which you request an exemption from the requirements of Paragraph (l) of NASD Conduct Rule 2720 ("Rule 2720") on behalf of members (except for Deutsche Bank Securities, Inc.) that participate in certain offerings of investment grade rated debt securities issued by DaimlerChrysler North America Holding Corporation ("DaimlerChrysler"). Paragraph (l) of Rule 2720 requires all participating NASD members to obtain "prior specific written approval" from a customer with a discretionary account before selling the customer a security in any offering covered by Rule 2720.
You state in your letter that DaimlerChrysler is proposing to issue at least $3.25 billion in debt securities from a shelf offering registered with the SEC, in three series of notes, comprised of three year floating rate notes, five year fixed rate notes, and ten year fixed rate notes ("three note issues"). You state that a wholly-owned subsidiary of Deutsche Bank AG owns 12% of the voting equity of DaimlerChrysler AG, the parent company of DaimlerChrysler, and also owns Deutsche Bank Securities, Inc., a member of the NASD. Thus, DaimlerChrysler and Deutsche Bank Securities, Inc. are presumed to be under the common control of Deutsche Bank AG under the definition of the term "affiliate" in Paragraph (b)(1) of Rule 2720. As a result, all members participating in the proposed offerings of DaimlerChrysler are required to obtain prior specific written approval from a customer with a discretionary account before selling the customer the three note issues of DaimlerChrysler.
The Department agrees to grant an exemption from compliance with Rule 2720(l) pursuant to the Rule 9600 Series to NASD members that participate in the distribution of the three note issues, other than Deutschbank Securities, Inc. This decision is based on representations made in your letter that the three note issues are rated investment grade; that Deutsche Bank Securities will not participate in the distribution of more than 2% of each of the three note issues and is not the book-running manager; and that the affiliation of Deutsche Bank Securities, Inc. in DaimlerChrysler is indirect and does not exceed 12%.
NASD Regulation, Inc. has its own Web site. When we believe that others may benefit from seeing particular exemption requests, we publish our decision (but not the request letter) in a section of our Web site designed for exemption requests. You have advised that you would not have any objection if we decided to follow this procedure with respect to this decision.
Very truly yours,
Joseph E. Price, Director
Corporate Financing Department