Avior connects Foreign Broker Dealers (FBDs) to the US Capital Market through SEC Rule 15a-6 of the Securities Exchange Act of 1934.  The following is brief description of the types of contacts and relationships Avior will facilitate for its chaperoned customers pursuant to the Rule:

• Rule 15a-6 under the Exchange Act was adopted by the SEC in 1989 to clarify the circumstances in which a Foreign Broker-Dealer may interact with US investors without having to register with the SEC. The Rule provides exemptions from broker-dealer registration for, among other things, non-direct contacts by Foreign Broker-Dealers with US investors through execution of unsolicited transactions and the provision of research to major US Institutional Investors, and direct contacts with US Institutional Investors and major US Institutional Investors through a US Registered Broker-Dealer intermediary.


• FBDs can now interact, trade and market services directly to US Institutional Investors. Allowing them access to the largest capital market in the World, without registering themselves as a US Broker-Dealer. FBDs must adhere to the Securities Exchange Commission (SEC) guidelines.


• “US Institutional Investor” is defined as a registered investment company; a bank, savings and loan association, insurance company, business development company, small business investment company, or employee benefit plan defined in Rule 501(a)(1) of Regulation D under the Securities Act; a private business development company defined in Rule 501(a)(2); an organization described in section 501(c)(3) of the Internal Revenue Code, as defined in Rule 501(a)(3); or a trust defined in Rule 501(a)(7).


• “Major US Institutional Investor” means a US Institutional Investor with assets, or assets under management, more than US$100 million, or a registered investment adviser with assets under management in excess of US$100 million. Also, any entity that owns or controls (or, in the case of an investment adviser, has under management) financial assets in excess of US$100 million (“$100 Million Entities”). Financial assets include securities of unaffiliated issuers, cash, money market instruments, futures, and other derivative instruments.


• As originally adopted, Rule 15a-6(a)(3) provided that an associated person of a foreign broker-dealer (a “Foreign Associated Person”) could visit a US Institutional Investor or major US Institutional Investor in the United States if the visit was chaperoned by a US Registered Broker-Dealer that accepted responsibility for the foreign associated person’s communications, and the US registered broker-dealer participated in all other oral communications between the Foreign Associated Person and a US Institutional Investor, other than a major US Institutional Investor.


• Under SEC no-action relief (the 1997 “Nine Firms Letter”), a Foreign Associated Person may have in-person, unchaperoned contacts during visits to the United States with major US institutional investors so long as the number of days on which such contacts occur does not exceed 30 per year and the Foreign Associated Person does not accept orders while in the US to effect securities transactions. Although not expressly stated in the relief, the SEC staff has said that the 30-day limit is per Foreign Associated Person – not per firm.


• In addition, a Foreign Associated Person may engage in oral communications with a US institutional investor or major US institutional investor without the participation of a US Registered Broker-Dealer if the call takes place outside of New York Stock Exchange (“NYSE”) trading hours; and may accept orders in foreign securities during such calls.