Background. Rule 15a-6 under the Securities Exchange Act of 1934 (“Rule 15a-6”) provides conditional exemptions from broker-dealer registration for “foreign broker-dealers” that engage in certain specified activities involving U.S. investors (“Rule 15a-6 Activities”). Rule 15a-6 activities include:

A. Effecting unsolicited securities transactions;

B. Providing research reports to “Major U.S. Institutional Investors,” and effecting transactions in the subject securities with or for those investors;

C. Soliciting and effecting transactions with or for “U.S. Institutional Investors” or “Major U.S. Institutional Investors” through a “chaperoning broker-dealer;” and

D. Soliciting and effecting transactions with or for registered broker dealers, banks acting in a broker or dealer capacity, certain international organizations, foreign persons temporarily present in the U.S., U.S. citizens resident abroad, and foreign branches and agencies of U.S. persons.