SEC Rule 15a-6

FAQ on Rule 15a-6

SEC Page on Rule 15a-6

FederalRegister15a6.pdf

Sayeth Dorsey & Witney:

Rule 15a-6, as supplemented by SEC no-action letters, can be used, at the federal level, to permit contacts by representatives of a Canadian firm with “U.S. Institutional Investors” and “Major U.S. Institutional Investors” (as defined in each case) if the account is maintained by a U.S. registered broker-dealer (which can either be affiliated or unaffiliated with the Foreign firm).

Non-U.S. dealers, including foreign affiliates of U.S. dealers, should also limit their contacts to institutional investors and registered broker-dealers, thereby benefiting from state broker-dealer registration exemptions.

U.S. Institutional Investors are defined in material part as (i) registered investment companies, (ii) banks, (iii) savings and loan associations, (iv) insurance companies, (v) pension plans directed by defined fiduciaries, (vi) tax-exempt entities, and (vii) trusts with sophisticated fiduciaries with total assets in excess of $5 million.

Major U.S. Institutional Investors are entities, regardless of whether they fall in the foregoing categories, with assets or assets under management in excess of $100 million.

The functions required to be performed by the U.S. dealer in the case of U.S. Institutional Investors and Major U.S. Institutional Investors areas follows:

(a) Issue all required confirmations and account statements;

(b) Maintain required capital related to such transactions;

(c) Receive, deliver and safeguard funds and securities on behalf of the customer;

(d) Maintain required books and records related to the transaction;