Notice to Members 04-20

IPO Distribution Manager to Replace Compliance Desk; Filings Required for All New Issues as Defined in Rule 2790

Voluntary Effective Date: March 23, 2004; Mandatory Effective Date: April 16, 2004

To coincide with the implementation of NASD Rule 2790 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings), NASD has developed a new system for members to submit new issue distribution information (i.e., commitment and retention data of the syndicate members) to NASD. Beginning on March 23, 2004, members will be able to use “IPO Distribution Manager.” IPO Distribution Manager, which will replace Compliance Desk, is a Web-based application that will allow members to submit new issue distribution information directly to NASD. Some of the benefits of IPO Distribution Manager are that members no longer will be required to use a third party to submit information to NASD, nor will they be required to purchase or use specialized software, printers, or paper.

Procedures concerning the registration and use of IPO Distribution Manager are provided below. IPO Distribution Manager will be available for use on a voluntary basis on March 23, 2004. Use of IPO Distribution Manager will become mandatory on April 16, 2004. During the transition period (from March 23, 2004, through April 15, 2004), members may use either IPO Distribution Manager or Compliance Desk. Distribution information from Compliance Desk will be converted to IPO Distribution Manager April 16-18, 2004, and, as a result, Compliance Desk will no longer be available to users.

To help members with the transition to IPO Distribution Manager, and to give them an opportunity to ask questions about its operation, NASD’s Corporate Financing Department will hold Web Ex training workshops on Monday, March 22, and Tuesday, March 23, 2004, from 4:30 p.m. EST to 6:00 p.m. EST. There are 50 slots per workshop and member firms must register to occupy a slot. Each slot provides a single dial-in number and an online connection to the Web presentation, but a member may have multiple participants at their firm on the call and viewing the presentation. To register, please request a registration form via e-mail at [email protected]. Registration requests must be received by Friday, March 19, 2004. Each contact person will receive further instructions on how to access and register on Web Ex.

Questions regarding IPO Distribution Manager may be directed to LaNita A. Tyler, Manager, Corporate Financing Department, at (240) 386-4647; or Sheena Savoy, System Integrity Specialist, Corporate Financing Department, at (240) 386-4645. Questions regarding Rule 2790 may be directed to Gary L. Goldsholle, Associate Vice President and Associate General Counsel, Office of General Counsel, Regulatory Policy and Oversight (RPO), at (202) 728-8104; or Afshin Atabaki, Attorney, Office of General Counsel, RPO, at (202) 728-8902.