The FAQs also confirm that (i) the SEC General Staff`s broader view of investors eligible for MUSII treatment applies in the Nine Companies` Letter to all provisions of Rule 15a-6 and (ii) provide guidance on net and regulatory capital and registration requirements for SEC-registered dealer dealers acting as accompanying persons pursuant to Rule 15a-6. Foreign BDs with accompanying regimes should bear in mind that all corporate actions discussed in search reports distributed in accordance with Rule 15a-6(a)(2) must continue to be conducted by Chaperone in accordance with Rule 15a-6(a)(3). A foreign BD and its companion in the United States must follow the appropriate compliance procedures for the companion to fulfill its obligations if the confirmations and declarations sent by the foreign BD meet these requirements. If the confirmations and explanations sent by the foreign BD do not meet these requirements, the accompanying person must send separate confirmations and explanations that meet the requirements. Are you an investment professional working from outside the U.S. who is interested in showing your investment mandates to U.S. institutional investors? If so, you may be working under a “Chaperone” agreement, as described in Rule 15a-6 of the Securities Exchange Act of 1934. Under the accompanying exception, foreign companies are allowed to discuss securities with U.S. investors without registering as U.S. brokers.
Instead, they can work through a FINRA member company “Chaperone” if the following conditions are met (please note that this is not an exhaustive summary): nine Firms` letter has been greatly facilitated by expanding the musii definition to all companies (including companies and partnerships) that hold or control more than $100 million in financial assets, and investment advisors (including those not registered with the SEC) with more than $100 million in financial assets under management. Nine Firms` letter also allowed foreign comics to have some unprocessed oral communications with U.S. institutional investors and thoughtless visits to MUOs and to transfer funds or securities directly to an investor or to U.S. or musii institutional securities for transactions in foreign securities, although the activity as a custodian of investor funds or US securities is not allowed. The FAQs confirm that foreign BDs with accompanying regimes in accordance with Rule 15a-6 (a) (3) may continue to transmit search reports directly to the MUSI in accordance with Rule 15a-6 (a) (2). Chaperone has no obligations with regard to search reports if the accompanying person is not involved in the distribution of the report, although he is obliged to keep records of the search reports when accompanied by copies.  In general, foreign BDs with accompanying agreements allow more contacts and transactions with U.S. investors than those without them.
An accompanying agreement requires a U.S.-registered dealer broker to assume responsibility for the conduct and tracking of certain activities related to the contacts and transactions of U.S. investors in a foreign comic. In the past, the SEC has taken a broad view of what might constitute an invitation, which is confirmed in faQs, which remains the case, which has often led foreign BDs to rely on the unsolicited transaction exemption. FAQs offer extra colors that are very useful for activities that can be done without fear. Chip MacDonaldAtlantafirstname.lastname@example.org foreign comics should also be aware that the SEC Staff has set out in the FAQs its view that (i) when a foreign BD regularly transacts directly with or for a US. .Share