July 17, 1989
TO: SEC RULES COMMITTEE NO. 37-89
INTERNATIONAL FUNDS TASK FORCE NO. 3-89
CLOSED-END FUND COMMITTEE NO. 25-89
BROKER/DEALER ADVISORY COMMITTEE NO. 32-89
RE: ADOPTION OF RULE 15a-6 AND PROPOSAL OF CONCEPT RELEASE
__________________________________________________________
On July 5, l989, the SEC adopted Rule 15a-6 under the
Securities Exchange Act of 1934. A copy of the adopting release
is attached. The Rule exempts from registration foreign broker-
dealers that deal with specified U.S. institutional investors
under certain conditions. The Rule covers foreign broker-dealers
who directly solicit transactions with (i) U.S. institutional
investors, if a registered broker-dealer also participates, and
(ii) major U.S. institutional investors, which can be done
without the participation of a registered broker-dealer. In
either case, the resulting transaction must be effected through a
registered broker-dealer. The Rule also contains exemptions for
foreign broker-dealers who have "nondirect" contacts through
unsolicited transactions and the distribution of research reports
to major U.S. institutional investors. Under the Rule,
registered investment companies are included within the
definition of "U.S. institutional investor." The term "major
U.S. institutional investor" includes U.S. institutional
investors with assets or assets under management in excess of
$100 million or registered investment advisers with assets under
management in excess of $100 million.
In conjunction with adopting Rule 15a-6, the SEC issued for
public comment the attached release outlining a conceptual
approach to the regulation of foreign broker-dealers that operate
solely outside of the U.S. The release seeks comments on an
exemption that would rely on comparable foreign regulatory
regimes and cooperation with foreign securities authorities for
foreign broker-dealers conducting a limited business with major
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U. S. institutional investors. The comment period for the
concept release ends on January 2, l990. Please provide me with
any comments you may have on the release by December 1, l989.
Amy B. Rosenblum
Assistant General Counsel
Attachments