Chaperone Services

15a-6 SERVICES FOR FOREIGN BROKER DEALERS

Are you an investment professional working from outside the United States and interested in showing your investment mandates to US institutional investors? If so, you may be able to operate under a “chaperone” arrangement as described in Rule 15a-6 of the Securities Exchange Act of 1934.

Under the chaperoning exemption, foreign firms are permitted to discuss securities with U.S. investors without registering themselves as a US broker-dealer. Instead, they can work through a “chaperone” FINRA member firm if the following conditions are met (please note that this is not an exhaustive summary):

  • foreign firm engages in 15a – 6 arrangement with FINRA member firm in good standing
  • conversations are exclusively with institutional investors (at least $50 MM under management)
  • certain meetings on US soil require the FINRA member firm to be present
  • FINRA member firm supervises communications with investors
  • complete investor information is provided to FINRA member firm for identification and suitability analysis

As the chaperoning broker-dealer, GCS will:

  • approve all personnel of the non-U.S. broker-dealer who contact U.S. investors
  • conduct appropriate due diligence on the investment opportunity
  • perform suitability and customer identification analysis on investors
  • maintain books and records to the standards required by US regulation, which tend to be more onerous than non-US regulation
how can we help you?

Contact us at the Growth Capital Services office nearest to you or submit a business inquiry online.