Division of Trading and Markets No-Action, Exemptive, and Interpretive Letters

Oct. 22, 2020

This page contains Division of Trading and Markets (the "Division") no-action letters, interpretive letters, and exemptive letters/orders dated on or after January 1, 2002. Letters issued before that date may be obtained by submitting a request for a paper copy. Selected letters issued before January 1, 2002 may appear in other places on this website or may be found on the Georgetown University Library’s webpage.

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Process for Requesting No-Action, Interpretive and Exemptive Letters from the Division: The Division welcomes written requests for no-action, interpretive and exemptive letters relating to the areas of the federal securities laws, rules and regulations that the Division administers and interprets.

  • Request letters may be sent to the following email address: tradingandmarkets@sec.gov
  • For assistance in preparing a request for a no-action, interpretive or exemptive letter, please refer to the General Information section below. You may call 202-551-5777 or send an email to tradingandmarkets@sec.gov with any questions about preparing a request letter.
  • Please read our Privacy Act Notice to learn about how we may use the information you send to us.

General Information About No-Action, Interpretive and Exemptive Request Letters

  • Procedures for submitting request letters. The Commission has specified certain procedures to be followed by persons submitting requests for no-action or interpretive letters. Request letters should include the following information:

    • the specific subsection of the particular statute to which the letter pertains.
    • the names of the company or companies and all other persons involved. Letters relating to unnamed companies or persons, or to hypothetical situations, will not be answered.
    • all of the facts necessary to reach a conclusion in the matter, but they should also be concise and to the point.
    • be limited to the particular situation involving the problem at hand, and should not attempt to include every possible type of situation which may arise in the future.
    • indicate why the writer thinks a problem exists, his or her own opinion in the matter and the basis for such opinion.
    • if the writer is seeking confidential treatment, the request for confidential treatment and the reason it is being requested (including the legal basis) should be included in a separate letter that is submitted with the no-action request letter.

    See, e.g., Procedure Applicable to Requests for No-Action or Interpretative Letters, Release Nos. 33-5127, 34-9065, 35-16972, 39-289, IC-6330, IAA-2811, (Jan. 25, 1971) 36 FR 2600 (Feb. 9, 1971).

  • Conduct research and provide results with your requests. Requests benefit from an analysis of relevant law. Accordingly, we encourage you first to research all available authority before submitting a request, and include the results of your research in your request.

    For assistance conducting research on this website, see Researching the Federal Securities Laws through the SEC Website. Also note that some resources for conducting research are available through the Division of Trading and Markets webpage, including, but not limited to, reviewing prior Division no-action, interpretive and exemptive letters (links to which can be found below).

    Investor Complaints: If you wish to file an investor complaint, please use our online Investor Complaint Form. Please read the Investor Bulletin: Investor Complaints for information on what we will do with your complaint and other options for resolving your complaint.

Subject Categories for No-Action Letters

List of No-Action Letters by Subject Category

Associated Persons of Broker-Dealers (including Registration, Bars, Statutory Disqualification, and Rule 19h-1)

"Bank" – Definition

Broker-Dealer Books and Records and Reporting Requirements

Broker-Dealer Customer Protection Rule - Rule 15c3-3

Broker-Dealer Net Capital Requirements – Rule 15c3-1

Broker-Dealer Registration (including Form BD Interpretations, Withdrawal from Broker-Dealer Registration and Successors)

Broker-Dealer Registration –
Clerical and Ministerial Activities

Broker-Dealer Registration – Dealers

Broker-Dealer Registration – Exemptions from Registration

Broker-Dealer Registration – Finders

Broker-Dealer Registration – Foreign Broker-Dealers (including International Activities of U.S. Broker-Dealers and Rule 15a-6)

Broker-Dealer Registration –
Limited Broker-Dealer Functions

Broker-Dealer Registration – Networking
(Depository Institutions and Insurance Companies)

Broker-Dealer Registration – Other

Clearing Agencies

Confirmations – Rule 10b-10

Disclosure of Order Execution Information – Rule 605 (formerly Rule 11Ac1-5)

Disclosure of Order Routing Information – Rule 606 (formerly Rule 11Ac1-6)

Dissemination of Quotations – Rule 602 (formerly Rule 11Ac1-1)

ECNs ("Electronic Communications Networks")

Exchange Member Trading – Section 11(a)

Extension of Credit on New Issues – Section 11(d)

Foreign Market Communications with QIBs

Keep and Preserve Paper Copies – Rule 17a-1

Multiple Section Relief
(e.g. exchange traded funds and other basket products)

Municipal Auction Rate Securities

Municipal Securities Brokers and Dealers

Municipal Securities Disclosure – Rule 15c2-12

Penny Stock Rules

Regulation Best Interest and Form CRS

Regulation E

Regulation S-P

National Market System Rules, Miscellaneous – Section 11A

National Market System Plans

Other

Regulation SHO

Regulation T

Risk Assessment Rules – Rules 17h-1T and 17h-2T

Rule 10a-1, Short Sales

Rule 10b-18, Issuer Repurchases

Rule 12d2-2, Removal from Listing and Registration

Rule 14e-5, Purchases Outside a Tender Offer

Rule 15c2-4, Transmission or Maintenance of Payments Received in Connection with Underwritings

Rule 15c2-11, Initiation of Quotations

Rule 17Ad-17, Lost Securityholders and Unresponsive Payees

Rule 101 of Regulation M,
Activities By Distribution Participants

Rule 102 of Regulation M,
Activities By Issuers and Selling Security Holders During a Distribution

Section 31 Fees

"Securities" – Other

Security-based Swap Dealers

Security-based Swap Execution Facilities

Security Futures Products Brokers and Dealers

Securities Investor Protection Corporation Letters

Shad-Johnson Letters

Transfer Agents

Vendor Display Rule Interpretive Guidance

Selected Class Letters

Alphabetical List of No-Action Letters

Chronological List of No-Action Letters

Interpretive Letters

Associated Persons of Broker-Dealers (including Registration, Bars, Statutory Disqualification, and Rule 19h-1)

Broker-Dealer Customer Protection Rule - Rule 15c3-3

Exchange Member Trading – Section 11(a)

Financial Accounting Standards No. 150

Multiple Section Relief (e.g. exchange traded funds and other basket products)

Municipal Securities

Rule 10b-10, Confirmations

Rule 10b-18, Issuer Repurchases

Securities - Definition - Government Securities

Securities - Definition - Specialized Products

Surveillance-Sharing Agreements

Exemptive Orders

Last Reviewed or Updated: March 30, 2026