Broker-Dealer, Investment Adviser Firm, Agent and Investment Adviser Representative Renewals for 2006

ACTION REQUIRED

Broker-Dealer and Investment Adviser Renewals

Payment Deadline: December 14, 2005

Executive Summary

The 2006 NASD Broker-Dealer and Investment Adviser Registration Renewal Program will begin on November 21, 2005, when online Preliminary Renewal Statements are made available to all firms on Web CRD/IARD. This annual program simplifies the registration renewal process for more than 27,000 broker-dealer (BD) and investment adviser (IA) firms, and over 700,000 registered representatives and investment adviser representatives with the payment of one amount to NASD by the published deadline. Beginning this year, other regulators may also choose to renew branch registrations via Web CRD/IARD. On November 1, 2005, firms may start submitting post-dated Forms ADV-W via IARD. Beginning November 7, 2005, firms may start submitting post-dated Forms U5, BDW and BR Closing/Withdrawal via Web CRD/IARD. Post-dated filings that are submitted by 11 p.m. Eastern Time (ET), November 18, 2005, will not appear on the firm's Preliminary Renewal Statement.

Renewal statements will include the following fees: NASD Web CRD System Processing Fees, NASD Branch Office Fees, as well as New York Stock Exchange (NYSE), American Stock Exchange (Amex), Chicago Board Options Exchange (CBOE), International Securities Exchange (ISE), Pacific Exchange (PCX) and Philadelphia Stock Exchange (PHLX) Maintenance Fees. The statement will also include State Agent, State Broker-Dealer, and, if applicable, State Investment Adviser Firm and Investment Adviser Representative Renewal Fees and Broker-Dealer and/or Investment Adviser Branch Renewal Fees.

Members should read this Notice to Members, any instructions posted on the NASD Web site at www.nasd.com/renewals, especially the 2006 Renewal Program Bulletin, the Investment Adviser Web site, (if applicable), www.iard.com/renewals.asp for the IARD Renewals Bulletin, and any mailed information to ensure continued eligibility to do business as of January 1, 2006. Any renewal processing changes, subsequent to the publishing of this Notice, will be provided to you in a Special Notice.

Questions/Further Information

Questions concerning this Notice may be directed to the Gateway Call Center at (301) 869-6699.

Preliminary Renewal Statements

Beginning November 21, 2005, Preliminary Renewal Statements will be available for viewing and printing on Web CRD. The statements will include the following fees: Web CRD System Processing Fees; NASD Branch Office Fees; NYSE, Amex, CBOE, ISE, PCX and PHLX Maintenance Fees; State Agent Renewal Fees; State Broker-Dealer Renewal Fees; and, if applicable, Investment Adviser Firm and Representative Renewal Fees, and Broker-Dealer and/or Investment Adviser Branch Renewal Fees. NASD must receive full payment of the November Preliminary Renewal Statement no later than December 14, 2005.

If payment is not received by the December 14, 2005, payment due date, the firm will be assessed a Renewal Payment Late Fee. This late fee will be included as part of the firm's Final Renewal Statement and will be calculated as follows: 10 percent of a member firm's cumulative final renewal assessment or $100, whichever is greater, with a cap of $5,000. Please see Notice to Members (NTM) 02-48 for details. Firms also risk failing to renew if fees are not received on time.

Fees

A fee of $30 will be assessed for each person who renews his/her registration with any regulator through Web CRD. Firms can access a listing of agents for whom their firm will be assessed by requesting the Renewals-Firm Renewal Roster.

For 2006 renewals, the North American Securities Administrators Association (NASAA) is waiving the annual RA Renewal System Processing Fee of $45 that is normally assessed for every investment adviser representative who renews through the IARD Program. Additionally, for 2006 renewals, NASAA is waiving the IARD Firm System Fee of $100 that is normally assessed for every state-registered investment adviser firm that renews through the IARD Program.

The NASD Branch Office Assessment Fee of $75 per branch, based on the number of active NASD branches as of December 31, 2005, will be assessed.

NASD Personnel Assessment Fees are not assessed through the NASD Annual Renewal Program. NASD will mail all NASD member firms a separate billing for this fee during the first quarter of 2006. Firms can access a listing of agents for whom the firm will be assessed the Personnel Assessment Fee by requesting the Renewals-Firm Renewal Roster.

Renewal Fees for NYSE, Amex, CBOE, PCX, ISE, PHLX and state registrations are also assessed in the Preliminary Renewal Statement on Web CRD. NYSE, Amex, CBOE, PCX, ISE and PHLX Maintenance Fees and State Renewal Fees collected by NASD for firms that are registered with those exchanges and jurisdictions, as well as NASD Renewal Fees, are based on the number of NASD, NYSE, Amex, CBOE, PCX, ISE and PHLX and state-registered personnel employed by the member firm.

Beginning this year, Branch Office Renewal Fees will also be collected for those regulators who choose to renew branches registered with them via Web CRD/IARD.

Some participating states may require steps beyond the payment of Renewal Fees to NASD to complete the broker-dealer or investment adviser renewal process. Firms should contact each jurisdiction directly for further information on state renewal requirements. A Regulator Directory can be found at www.nasaa.org/nasaa/abtnasaa/ find_regulator.asp.

For detailed information regarding investment adviser renewals, you may also visit the Investment Adviser Web site, www.iard.com. A matrix that includes a list of Investment Adviser Renewal Fees for states that participate in the 2006 IARD Investment Adviser Renewal Program is posted at www.iard.com/pdf/rep_fee_sch.pdf.

Renewal Payment

Firms have four (4) payment methods available to pay 2006 Renewal Fees:

Note: The entire amount of the payment must be available.

Web E-Pay Instructions:

The E-Payment application is accessible from both the Preliminary and Final Renewal Statements and the NASD (www.nasd.com/crd) or IARD (www.iard.com) Web sites and allows firms to make an ACH payment from a designated bank account to their Web CRD/IARD Renewal Account. Please note that in order for funds to be posted to your firm's Renewal Account by December 14, 2005, payment must be submitted electronically, no later than 8:30 p.m. ET on December 12, 2005.

Check Instructions:

The check should be drawn on the member firm's account, with the firm's CRD number included on the front of the check, along with the word "Renewals" in the memo line.

Firms should mail their renewal payment, along with a print-out of the first page of their online renewal statement directly to:

U.S. Mail

NASD, CRD-IARD
P.O. Box 777-W8705
Philadelphia, PA 19175-8705

(Note: This box will not accept courier or overnight deliveries)

or

Express/Overnight Delivery

NASD, CRD-IARD
W8705
701 Market Street 199-3490
Philadelphia, PA 19106

Telephone: (301) 869-6699

Member firms should use the blue, pre-addressed renewal payment envelope that they are scheduled to receive the third week of November, or should use the full address, as noted above, to ensure prompt processing.

To ensure prompt processing of your renewal payment check:

Wire Payment Instructions:

Firms may wire full payment of the Preliminary Renewal Statement by requesting their bank to initiate the wire transfer to: "Mellon Financial, Philadelphia, PA." Firms should provide their bank with the following information:

To ensure prompt processing of a renewal payment by wire transfer:

Transfer of Funds Instructions:

Firms may also call the NASD Gateway Call Center at (301) 869-6699 and request that a transfer of the full renewal balance be transferred from the firm's Daily Account to its Renewal Account.

Members are advised that failure to return full payment of their Preliminary Renewal Statement to NASD by the December 14, 2005 deadline could cause a member to become ineligible to do business in the jurisdictions effective January 1, 2006.

Renewal Reports

Beginning November 21, 2005, the Renewal Reports are available to request, print and/or download via Web CRD. There will be three reports available for reconciliation with the Preliminary Renewal Statement. All three reports will also be available as downloads:

Filing Form U5

Firms may begin submitting post-dated U5 filings on November 7, 2005. If Forms U5 (either full or partial) are filed electronically via Web CRD by 11 p.m. ET, November 18, 2005, for agents/investment adviser representatives (RAs) terminating in one or more jurisdiction affiliations, those individuals' Renewal Fees will not be included on the Preliminary Renewal Statement.

The deadline for electronic filing of Form U5 for firms that want to terminate an agent affiliation before year-end 2005 is 6:00 p.m. ET on December 21, 2005. Firms may file both partial and full Forms U5 with a post-dated termination date of December 31, 2005. (This is the only date that can be used for a post-dated Form U5.) The deadline for submission of all EFT (electronic file transfer) filings is 2:00 p.m. ET, December 21, 2005.

Post-Dated Form Filings

This functionality allows firms to file a termination form, with a termination date of December 31, 2005. If a Form U5, BDW, BR Closing/Withdrawal or ADV-W indicates a termination date of December 31, 2005, an agent, broker-dealer and/or investment adviser (firm) and investment adviser representative (RA) may continue doing business in the jurisdiction until the end of the calendar year without being assessed 2006 Renewal Fees. December 31, 2005, is the only date that can be used for a post-dated form filing.

Firms can begin electronically filing post-dated ADV-W forms via IARD on November 1, 2005. Firms can begin electronically filing post-dated Forms U5, BDW and BR Closing/Withdrawal via Web CRD on November 7, 2005. Firms that submit post-dated termination filings by 11 p.m. ET on November 18, 2005, will not be assessed Renewal Fees for the terminated registrations on their Preliminary Renewal Statement. Firms that submit post-dated termination filings on, or after, November 21, 2005, will not be assessed Renewal Fees for the terminated jurisdictions on the Final Renewal Statement in January 2006. Those firms should see a credit balance on their Final Renewal Statement if the firm has not requested additional registrations during that time period to offset the credit balance.

Firms should query individual, branch and/or firm registrations after a termination filing has been submitted to ensure that electronic Forms U5, BDW, BR Closing/Withdrawal and ADV-W are filed by the renewal filing deadline date of 6:00 p.m. ET on December 21, 2005.

Firms should exercise care when submitting post-dated Forms U5, BDW, BR Closing/Withdrawal and ADV-W. NASD will systematically process these forms as they are submitted and cannot withdraw a post-dated termination once submitted and processed. A firm that files a post-dated termination in error will have to file a new Form U4, BD Amendment or ADV when Web CRD/IARD resume filing processing on January 3, 2006. New registration fees would be assessed as a result.

Filing Form BDW

The CRD Phase II Program allows firms requesting broker-dealer termination (either full or partial) to electronically file their Forms BDW via Web CRD. Firms that file either a full or partial Form BDW by 11 p.m. ET, November 18, 2005, will avoid the assessment of the applicable Renewal Fees on their Preliminary Renewal Statement, provided that the regulator is a CRD Phase II participant. Currently, there are only four regulators that participate in Web CRD renewals for agent fees, but do not participate in CRD Phase II:

Firms requesting termination with any of the above-listed regulators must submit a paper Form BDW directly to the regulator, as well as submit one electronically to Web CRD.

The deadline for electronic filing of Forms BDW for firms that want to terminate an affiliation before year-end 2005 is 6:00 p.m. ET, December 21, 2005. This same date applies to the filing of Forms BDW with regulators that are not Phase II participants. For information regarding the post-dating of Forms BDW with the termination date of December 31, 2005, see the section titled, "Post-Dated Form Filings."

Filing Forms ADV to Cancel Notice Filings or Forms ADV-W to Terminate Registrations

Firms that file either a Form ADV Amendment, unmarking a state (generating the status of "Removal Requested at End of Year") or a full or partial Form ADV-W by 11 p.m. ET, November 18, 2005, will avoid the assessment of the applicable Renewal Fees on their Preliminary Renewal Statement.

The deadline for electronic filing of Form ADV Amendments or Forms ADV-W for firms that want to cancel a notice filing or terminate a state registration before year-end 2005 is 6:00 p.m. ET, December 21, 2005. For information regarding post-dating Form ADV-W with the termination date of December 31, 2005, for state registrations, see the section below.

Removing Open Registrations

Throughout the year, firms have access to the "Approved AG Reg without NASD Approval" Report via Web CRD. This report identifies agents whose NASD registrations are either terminated or have been changed to a "purged" status due to the existence of a deficient condition (i.e., exams or fingerprints) but still maintain an approved registration with a state. Member firms should use this report to terminate obsolete state registrations through the submission of Forms U5, or reinstate the NASD licenses through the filing of a Form U4 Amendment. This report should aid firms in the reconciliation of personnel registrations prior to year's end and should be requested as soon as possible. Requesting this report will enable firms to identify individuals who can be terminated by November 18, 2005, to avoid being charged for those individuals on their Preliminary Renewal Statement. The Approved AG Reg without NASD Approval Report will also advise a firm if there are no agents at the firm within this category.

Final Renewal Statements

Beginning January 3, 2006, NASD will make available Final Renewal Statements via Web CRD and IARD. These statements will reflect the final status of broker-dealer, registered representative (AG), investment adviser firm and investment adviser representative (RA) registrations and/or notice filings as of December 31, 2005. Any adjustments in fees owed as a result of registration terminations, approvals, notice filings or transitions subsequent to the processing/posting of the Preliminary Renewal Statement will be made in the Final Renewal Statement on Web CRD and IARD.

On or after January 3, 2006, NASD member firms and "joint" firms should access the Web CRD Reports function for the Firm Renewal Report, which will list all renewed personnel with the NASD, NYSE, Amex, CBOE, PCX, ISE, PHLX and each jurisdiction. Agents and RAs whose registrations are "approved" in any of these jurisdictions during November and December will be included in this roster. Registrations that are "pending approval" or are "deficient" at year's end will not be included in the Renewal Program. Firms will also be able to request the Branches Renewal Report that lists all branches for which they have been assessed Renewal Fees. Versions of these reports will also be available for download.

Firms have until February 3, 2006, to report any discrepancies on the renewal reports. This is also the deadline for receipt of final payment. Specific information and instructions concerning the Final Renewal Statements and Renewal Reports will appear in the January 2006 Notices to Members. Firms may also refer to the 2006 Renewal Program Bulletin, available at www.nasd.com/renewals.