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Demystifying SEC Rule 15a-6: What You Need to Know About Chaperoning Services

What is SEC Rule 15a-6?

SEC Rule 15a-6 is a regulation established by the U.S. Securities and Exchange Commission (SEC) under the Securities Exchange Act of 1934. Also known as the "Foreign Broker-Dealer Chaperoning Rule," it outlines the conditions under which non-US broker-dealers and other foreign financial institutions (FFIs) can conduct business with US institutional investors (the US buy side). This rule aims to regulate cross-border transactions while ensuring investor protection and market integrity.

At its core, SEC Rule 15a-6 allows non-US broker-dealers to interact with US institutional investors under specific circumstances without registering as a broker-dealer in the US. Instead, they can rely on a licensed chaperoning broker-dealer to facilitate these transactions within the bounds of regulatory compliance. Because of SEC Rule 15a-6, certain foreign financial institutions are exempt from registering as U.S. broker-dealers under specific conditions.

What is a 15a-6 Chaperone?

A 15a-6 chaperone, also known as a 15a-6 chaperoning broker, serves as an intermediary between non-U.S. financial institutions and U.S. institutional investors. This role is critical in ensuring that foreign broker-dealers can engage with U.S. markets while adhering to the stringent regulatory requirements set forth by the SEC.

Key Responsibilities of a 15a-6 Chaperone:

Regulatory Oversight:

The chaperone ensures that all transactions comply with U.S. securities laws and SEC regulations. This includes supervising the execution of trades and maintaining detailed records to ensure transparency and compliance.

Facilitating Transactions:

Acting as a bridge, the chaperone enables foreign financial institutions to offer their investment products and services to U.S. institutional investors. The chaperone provides the necessary oversight to facilitate these transactions smoothly.

Expert Guidance:

A reputable 15a-6 chaperone possesses deep expertise in regulatory compliance and cross-border finance. They offer comprehensive support and guidance, helping FFIs navigate the complexities of the U.S. financial market.

Risk Management:

By ensuring adherence to regulatory standards, chaperones help mitigate the potential risks associated with cross-border transactions. This safeguards both the foreign broker-dealers and U.S. investors involved in these transactions.

Benefits of Working with a 15a-6 Chaperone:

Access to U.S. Markets: Non-U.S. broker-dealers can engage with U.S. institutional investors without the need for full SEC registration.

Regulatory Compliance:

Chaperones ensure that all transactions meet the stringent requirements of U.S. securities laws, providing peace of mind to foreign financial institutions.

Operational Efficiency:

By leveraging the expertise and infrastructure of a chaperone, foreign broker-dealers can streamline their operations and focus on their core business activities.

Choosing the Right 15a-6 Chaperone:

When selecting a 15a-6 chaperone, it is crucial to choose a firm with a proven track record and extensive experience in regulatory compliance. A reputable chaperone will have not only the necessary licenses, but also a deep understanding of both U.S. and international financial markets, and the technology to make the process as smooth as possible.

Marco Polo Exchange (MPX) stands out as the largest provider of 15a-6 chaperoning services, offering unparalleled expertise and a comprehensive suite of services to facilitate compliant and efficient cross-border transactions for foreign financial institutions.

What sets MPX apart is its Reg-Tech enabled platform, MPX Passport, which integrates advanced technology to automate compliance checks, monitor transactions in real-time, and ensure adherence to U.S. securities laws. This tech-enabled approach not only enhances operational efficiency but also provides a higher level of security and transparency, making MPX the preferred choice for foreign financial institutions seeking to engage in the U.S. markets. MPX is able to provide chaperoning services on Passport through their US broker dealer affiliate, Marco Polo Securities, Inc.

What is 15a-6 chaperoning service?

The chaperone service enables FFIs, not licensed in the US, to distribute investment products to US institutional investors. In a chaperoning arrangement, a registered U.S. broker-dealer acts as an intermediary or "chaperone" between the foreign broker-dealer and the U.S. client. The U.S. broker-dealer provides oversight to ensure compliance with U.S. securities laws and regulations.

The US Securities and Exchange Commission (the “SEC”) adopted Rule 15a-6 in 1989 to provide certain exemptions for foreign broker-dealers to engage in securities transactions with US customers without registering with the SEC. Over the years, the scope of Rule 15a-6 has been expanded and clarified through a series of related no-action letters, notably the “Seven Firms Letter” in 1996 and the “Nine Firms Letter” in 1997. Additionally, the SEC released responses to frequently asked questions (FAQs) regarding Rule 15a-6 in March 2013.

15a-6 chaperone law

SEC Rule 15a-6 is not a law in the traditional sense but rather a regulation enacted by the United States Securities and Exchange Commission (SEC). The purpose of SEC Rule 15a-6 is to regulate cross-border interactions within the global financial market, balancing the need for investor protection and market integrity with the facilitation of international investment activities. Compliance with this rule is essential for FFIs seeking to engage with US institutional investors, as it delineates the permissible scope of their activities and the necessary safeguards to mitigate potential risks.

Reg-Tech enabled 15a-6 chaperoning

Marco Polo Exchange (MPX) offers the most comprehensive and secure tech-enabled registration environment for foreign firms to compliantly enter the US markets through MPX Passport. Marco Polo Securities, Inc., a wholly owned subsidiary of MPX, is licensed by the SEC to provide chaperoning services to MPX clients.

15a-6 chaperoning broker

As mentioned, the term 15a-6 chaperoning broker and 15a-6 chaperone are interchangeable. FFIs can solicit institutional buyers of execution services, deal flow and data products through MPX’s leading chaperone service. MPX is the largest 15a-6 chaperone in the United States.

15a-6 chaperone exemption

The provision within SEC Rule 15a-6 that establishes the conditions under which cross border transactions can occur between foreign financial intuitions (FFIs) and US institutional investors without requiring the FFI to register as a broker dealer in the US, through a licensed US chaperone.

The 15a-6 chaperone exemption refers to the provision under Rule 15a-6 of the Securities Exchange Act of 1934 which allows foreign broker-dealers to engage in certain activities in the United States without having to register with the Securities and Exchange Commission (SEC). This rule is designed to facilitate cross-border securities transactions while maintaining investor protections.

Under this exemption, foreign broker-dealers can conduct a limited range of activities, such as:

  1. Effecting unsolicited trades: Foreign broker-dealers can accept and execute trades that are initiated by U.S. investors without any solicitation.
  2. Engaging in specific transactions with certain U.S. institutions: They can conduct business with certain qualified institutional buyers and major U.S. institutional investors.
  3. Chaperoning by a U.S. broker-dealer: Foreign broker-dealers can engage in certain solicited activities if they are "chaperoned" by a registered U.S. broker-dealer. This means the U.S. broker-dealer supervises and participates in the transaction, ensuring compliance with U.S. securities laws.

The chaperone exemption is particularly important for foreign broker-dealers looking to access the U.S. market without undergoing the full registration process, provided they adhere to the conditions set forth in Rule 15a-6.


Registering and maintaining a US broker-dealer can be difficult for FFIs, from both a time and cost standpoint. Working with a 15a-6 chaperone can provide a more cost-effective way to engage in broker dealer activities in the US without having to register as a US broker dealer. With over 120 clients foreign financial institution clients served, MPX is the leading provider of automated 15a-6 chaperoning service. Contact us today to learn more.