Responses to Frequently Asked Questions Concerning Regulation Analyst Certification
Revised April 26, 2005
Responses to these frequently asked questions were prepared by and represent the views of the staff of the Division of Market Regulation. They are not rules, regulations, or statements of the Securities and Exchange Commission ("Commission"). Further, the Commission has neither approved nor disapproved these interpretive answers.
For Further Information Contact: James Brigagliano, Racquel Russell, or Brad Owens at (202) 942-0772, Office of Trading Practices, Division of Market Regulation, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington D.C. 20549.
For Further Information on Rule 15a-6 Contact: Paula Jenson, Deputy Chief Counsel, Richard Strasser, Attorney Fellow, or Dawn Jessen, Attorney at (202) 942-0073, Office of Chief Counsel, Division of Market Regulation, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington D.C. 20549.
On February 6, 2003, the Commission voted to adopt new Regulation Analyst Certification ("Regulation AC"), which became effective on April 14, 2003. Regulation AC requires research analysts to certify the truthfulness of the views they express in research reports and public appearances, and to disclose whether they have received any compensation related to the specific recommendations or views expressed in those reports and appearances. (See Securities Exchange Act Release No. 47384 (February 20, 2003), 68 FR 9482 (February 27, 2003)("Adopting Release")). Since the Commission's publication of Regulation AC, we have received questions regarding the application of the rules adopted in that release. Our responses to these frequently asked questions are set forth below.
II. Responses to Frequently Asked Questions
Form of Certifications
Question 1: Must the name of the certifying analyst appear in the certification?
Answer: It must be clear that the analyst primarily responsible for the preparation of the content of the research report has certified. Regulation AC, however, does not specifically require that the name of the certifying analyst appear in the actual certification.
Question 2: The Adopting Release notes that if a research report covers more than one company and each research analyst required to certify with respect to the views expressed in a portion of the report is able to make certain certifications, a broker-dealer or covered person may provide one combined certification in lieu of separate certifications by each research analyst. What information must the broker-dealer or covered person obtain from each analyst included in a combined certification?
Answer: As noted in the Adopting Release, "[t]he Commission would expect that broker-dealers [or covered persons] would be able to demonstrate that the combined certification in the [research] report is accurate." So a broker-dealer using a combined certification may demonstrate its accuracy by obtaining a written statement from each research analyst that identifies the portion of the report for which such analyst is primarily responsible and states: (a) that the views expressed in the research report accurately reflect such research analyst's personal views about the subject securities and companies; and (b) that no part of his or her compensation was, is, or will be directly or indirectly related to the specific recommendation or views contained in the research report.
Question 3: Do Regulation AC certifications have to appear on the front cover of a research report or on any particular page?
Answer: Regulation AC certifications (and references to certifications) must be "clear and prominent." A certification on the front cover of a research report would meet the prominence requirement (unless buried in a footnote or otherwise obscured). If the cover page instead contains a reference to a certification, the reference must be clear and prominent and indicate where in the research report certifications may be found (e.g., "Important disclosures and certifications are located on page 7 of this research report.") However, the reference does not have to cite to specific page numbers if the location of the certification is otherwise clear (e.g., "Regulation AC certifications are located on the last page of this research report.")
Supervision and Oversight
Question 4: If a research analyst sends a draft research report that already contains the analyst's certification to a supervisor for review and approval, and if the supervisor makes edits or changes to the draft report, must it be sent back to the research analyst for re-certification?
Answer: The research analyst who is primarily responsible for the preparation of the content of the research report must certify the final version of the research report. Publishing, circulating, or providing a research report with an invalid certification would violate Regulation AC. If the supervisor materially changes or edits the draft research report (e.g., reclassifies a rating) after certification by the research analyst, the report would have to be re-certified by the analyst. If the research analyst were no longer able to certify the research report as a result of changes made by the supervisor, distribution of the report would violate Regulation AC. However, the research report could be distributed if another natural person (i.e., someone other than the original research analyst) who is primarily responsible for the preparation of the report's content, such as the supervisor, certified the report in accordance with Regulation AC. In such a case, we would expect that the name of the original research analyst would not appear on the final research report or any certification on the final research report. Brokers, dealers, covered persons, and analysts should be mindful that including the name of an analyst on a research report (including a junior analyst who is not primarily responsible for the preparation of the content of the research report) who is unable to accurately attest as to the truthfulness of the views expressed in the research report may lead to liability under the federal securities laws.
Question 5: The Adopting Release notes that "[p]eriodic reports or other communications prepared for investment company shareholders or discretionary investment account clients discussing past performance or the basis for previously made discretionary investment decisions" would generally not be considered research reports. Are communications prepared for non-discretionary investment advisory account clients that discuss past performance or the basis for previously made investment decisions similarly excluded from the definition of research reports?
Answer: No. Written communications to non-discretionary investment account clients where the advisor provides an analysis that is sufficient to support an investment decision are not excluded from the definition of research report because non-discretionary investment account clients may act on such communications, even where the communications are backward-looking. In contrast, written communications to a discretionary investment advisory account client discussing past performance explain the basis on which the advisor has made (and presumably will continue to make) investment decisions for the advisory client on a discretionary basis. Such communications are generally backward-looking and do not suggest client action, and thus will not be considered research reports.
Question 6: Are periodic reports or communications prepared for the beneficial owners of unit investment trusts and limited partnerships that discuss past performance considered research reports under Regulation AC?
Answer: No. Similar to Regulation AC's treatment of backward-looking communications with investment company shareholders, periodic reports or communications with beneficial owners of unit investment trusts or limited partnerships that discuss past performance will not be considered research reports.
Third Party Research
Question 7: Does Regulation AC apply to independent third party research prepared by a research provider that is neither a broker-dealer nor an associated person of a broker-dealer, but which a broker-dealer repackages and provides to its clients under the broker-dealer's name or brand?
Answer: The third party exception in Regulation AC contemplates that the third party research will be clearly and unambiguously identified as such. The exception is not available if the third party research is provided to clients under the broker-dealer's own name or brand. The exception is available, however, if the broker-dealer provides clearly and unambiguously identified third party research, even if the third party research is accompanied with a cover letter on the broker-dealer's letterhead or is contained in a wrapper or folder bearing the broker-dealer's name.
Associated Persons and Covered Persons
Question 8: Concerning one of the exclusions from the definition of "covered person," can a broker-dealer's written policies and procedures ("research independence wall") ever be sufficient in itself to exclude an associated person from the definition of "covered person" where there is a common officer who is in a position at the associated person to influence its research?
Answer: No. Regulation AC requires both structural and informational separation as indicia of the absence of influence upon research. In order for an associated person not to be considered a "covered person," both prongs of the independence criteria must be satisfied. So, for example, if a broker-dealer's research independence wall is sufficient but a common officer at an affiliated investment adviser can influence the activities of its research analysts or the content of its research reports, the affiliated investment adviser would be a "covered person" and subject to Regulation AC.
Question 9: Can a separately identifiable department ("SID") or organizational unit within a broker-dealer be considered an associated person that is not a "covered person" if the independence criteria are satisfied?
Answer: No. A broker-dealer that publishes, circulates, or provides a research report (even if generated by a separately identifiable department within the broker-dealer) must comply with Regulation AC. So even if a broker-dealer establishes a sufficient research independence wall between its asset management and other divisions, and there are no overlapping officers or employees who can influence research by the asset management department, Regulation AC will still apply to research generated by the asset management division and published by the broker-dealer.
Rule 504 (Notification to Associated Persons)
Question 10: If a broker-dealer decides to treat all of its associated persons who publish, circulate, or provide research reports as "covered persons" regardless of the existence of independence criteria that would except them from the definition, does Rule 504 nonetheless require the broker-dealer to notify such associated persons about whether the specific independence criteria are satisfied?
Answer: No. The purpose of Rule 504's notice requirement is to provide persons with whom a broker-dealer is associated who publish, circulate, or provide research reports with sufficient information to determine whether or not they are subject to Regulation AC. If a broker-dealer notifies all such associated persons that they are "covered persons" for purposes of the rule and thus subject to its requirements, the broker-dealer would not also have to inform them about whether the independence criteria are actually satisfied.
Question 11: Does a broker-dealer have to provide notification in accordance with Rule 504 to another broker-dealer with whom it is associated?
Answer: Yes. A broker-dealer must provide a Rule 504 notification to any person with whom that broker-dealer is associated who publishes, circulates, or provides research reports, including another broker-dealer.
Question 12: Is a password-protected conference call or Webcast in which a research analyst participates with clients considered a public appearance?
Answer: Yes. Participation by a research analyst in a conference call or Webcast with clients, whether or not password-protected, is a public appearance under Regulation AC. However, consistent with the discussion in the Adopting Release about what communications constitute research reports, the staff would not consider such participation by a research analyst to be a public appearance if the conference call or Webcast is limited to a group of fewer than 15 persons.
Question 13: Is a telephone interview between a research analyst and a member of the media considered a public appearance?
Answer: The term "public appearance" means "any participation by a research analyst in a . . . radio or television or other interview in which the research analyst makes a specific recommendation or provides information reasonably sufficient upon which to base an investment decision about a security or an issuer." (emphasis added). Participation by a research analyst in a telephone interview with a member of the media would be considered an "other interview" within the definition.
Question 14: Regulation AC's effective date, April 14, 2003, fell almost two weeks after the beginning of the second calendar quarter of 2003 (April 1 June 30). Rule 502 requires a broker-dealer to make a record in connection with a public appearance by a research analyst employed by the broker-dealer or covered person within thirty days after any calendar quarter in which the research analyst made a public appearance. For what period must broker-dealers make Rule 502 records for the second quarter of 2003?
Answer: Broker-dealers must make Rule 502 records within thirty days after the second calendar quarter, and should cover the period from April 14 until June 30.
Foreign Broker-Dealers and Rule 15a-6
Question 15: Does Regulation AC apply to foreign broker-dealers?
Answer: Yes. Regulation AC generally applies directly to all broker-dealers (foreign and domestic) that provide research to U.S. persons in the United States. Rule 503, however, provides an exemption to foreign persons not associated with a registered broker-dealer who prepare and provide research reports concerning foreign securities in accordance with Rule 15a-6(a)(2).
Question 16: Does Regulation AC prohibit firms from compensating analysts for being good stock pickers?
Answer: No. As noted in the Adopting Release, Regulation AC is not intended to address or prohibit performance-based compensation, or otherwise prescribe how analysts may be compensated. Regulation AC requires that a research report contain a statement by the research analyst certifying whether his or her compensation was, is, or will be related to the specific recommendations or views expressed by the research analyst in the research report. If all or part of his or her compensation is related to such recommendations or views, the statement must also include the source, amount, and purpose of such compensation and further disclose that it may influence the recommendations or views expressed.
Question 17: If an analyst is out of the office and relays (by telephone, facsimile, or e-mail) to an assistant information to be included in a research report, can the analyst also dictate his certifications to the assistant?
Answer: Yes. However, the broker-dealer or covered person should have a contemporaneous record showing that the research analyst authorized the certification (e.g., an e-mail from the research analyst).
I. Introduction to Part B
As noted above, Regulation AC provides a narrow exemption for foreign persons that are located outside the United States and that are not associated with a U.S. registered broker-dealer. These foreign persons may distribute research on foreign securities1 to major U.S. institutional investors in accordance with the provisions of Rule 15a-6(a)(2)2 under the Securities Exchange Act of 1934 ("Exchange Act")3 without being subject to the requirements of Regulation AC. Moreover, Regulation AC provides that a research analyst employed outside the United States by a foreign person located outside the United States would only need to comply with Rule 502 of Regulation AC when the analyst makes public appearances while physically present in the United States.4
The staff has received questions regarding the application of Regulation AC to research activities of foreign broker-dealers, including foreign broker-dealers that rely on the exemption from U.S. broker-dealer registration in Rule 15a-6(a)(2).5 This section includes responses to these questions.
As a preliminary matter, we wish to emphasize that Regulation AC does not modify Rule 15a-6 in any respect. When research is produced outside the U.S. and not disseminated into the U.S., absent other factors, Rule 15a-6 is not applicable.6 As a practical matter, however, research produced outside the U.S. may come into the U.S. via websites or global media. Approaches for dealing with such dissemination are discussed in Question 18 below.
When research disseminated in the U.S. is provided by a foreign broker-dealer that is associated with a U.S. registered broker-dealer, Regulation AC would apply and Rule 15a-6 may provide the foreign broker-dealer with an exemption from registration under Section 15 of the Exchange Act. This situation is discussed in Questions and Answers 19-23 below.
Finally, when research disseminated in the U.S. is provided by a foreign broker-dealer that is not associated with a U.S. registered broker-dealer, Regulation AC and Rule 15a-6 may apply. This situation is discussed in Questions and Answers 24-30 below.
II. Additional Responses to Frequently Asked Questions
Dissemination of Research in the U.S.
Broker-dealers that solicit securities transactions in the U.S. generally must register with the Commission.7 The Commission takes a broad view of what constitutes solicitation of securities transactions,8 and solicitation may include the provision of research.9 However, broker-dealers that produce and distribute research outside the U.S., and do not disseminate the research in the U.S., generally would not be required to register as broker-dealers in the U.S.10
What can a foreign broker-dealer do to minimize the risk that dissemination of research into the U.S., either through websites or global media, would be a solicitation that would require U.S. broker-dealer registration?
With respect to research posted on their websites, foreign broker-dealers should have in place a combination of website disclosure and internal controls designed to ensure that this research does not result in transactions with U.S. persons. As the Commission explained in 1998:11
A foreign broker-dealer generally would be considered to have taken measures reasonably designed to ensure it does not effect securities transactions with U.S. persons as a result of its Internet activities if it:
Foreign broker-dealers should follow these same principles with respect to research that may be disseminated into the U.S. through global media or other electronic communications. In particular, they generally13 should not provide brokerage services to any potential customer that they have reason to believe is, or that indicates that it is, a U.S. person. Moreover, foreign broker-dealers should provide the same prominent disclaimer outlined above for research posted on websites that may be disseminated to U.S. customers in the U.S. through global media or other electronic communications.
This answer assumes that potential customers are not U.S. registered broker-dealers or other persons listed in Rule 15a-6(a)(4).14 A foreign broker-dealer may effect transactions for persons listed in Rule 15a-6(a)(4) without restriction.
Research Disseminated in the U.S. by a Foreign Associated Person of a U.S. Registered Broker-Dealer
Rule 503 of Regulation AC provides an exemption for foreign broker-dealers furnishing research on non-U.S. securities to major U.S. institutional investors under Rule 15a-6(a)(2). The Regulation AC exemption does not extend to foreign persons who are associated with15 a U.S. registered broker-dealer.16
Foreign broker-dealers may, in accordance with Rule 15a-6(a)(2), furnish research reports to major U.S. institutional investors without registering with the Commission as broker-dealers. Does Regulation AC apply to foreign broker-dealers associated with U.S. registered broker-dealers that provide research reports in reliance on Rule 15a-6(a)(2)?17
Yes. Foreign broker-dealers that rely on Rule 15a-6(a)(2) to disseminate research into the U.S., and that are associated with a U.S. registered broker-dealer, must comply with Regulation AC. Foreign broker-dealers that are not associated with U.S. registered broker-dealers may rely on Rule 15a-6(a)(2) to furnish research to major U.S. institutional investors and may rely on the exemption in Rule 503 of Regulation AC regarding such distribution of research reports but only with respect to research reports covering non-U.S. securities.
May a foreign broker-dealer distribute to major U.S. institutional investors a research report covering companies from different countries but engaged in similar business (a "Sector Report") when the sections on the U.S. companies were prepared by a registered U.S. broker-dealer that is an associated person of the foreign broker-dealer? Are such reports subject to Regulation AC?
Foreign broker-dealers may rely on Rule 15a-6(a)(2) to furnish research (including Sector Reports) to major U.S. institutional investors. Regulation AC would apply to such reports to the extent that the foreign broker-dealer is associated with a U.S. registered broker-dealer or if the foreign broker-dealer seeks to distribute research on U.S. securities. We note, however, that under Regulation AC, reports that recommend increasing or decreasing holdings in particular industries or sectors or types of securities would generally not fall within the definition of "research report."
May research analysts from foreign associated persons of U.S. registered broker-dealers make public appearances in the U.S. to discuss their research without registering as U.S. broker-dealers?
Yes. Research analysts from foreign associated persons of U.S. registered broker-dealers may make public appearances in the U.S. if they do not do transactional business in the U.S. In general, these analysts may also appear on global media in connection with discussing their research - but may not solicit or take orders within the U.S. or from U.S. persons.
Research analysts from foreign associates of U.S. registered broker-dealers may, without creating a U.S. broker-dealer registration obligation, also visit U.S. institutional investors and major U.S. institutional investors in the United States in accordance with Rule 15a-6(a)(3) (which would require the analyst to be accompanied on these visits by an associated person of a U.S. registered broker-dealer). In addition, pursuant to staff no-action relief addressing the application of Rule 15a-6(a)(3), unaccompanied in-person contacts with major U.S. institutional investors would not trigger a U.S. broker-dealer registration obligation so long as the number of days on which such in-person contacts occur does not exceed 30 per year and the persons making the visits do not accept orders to effect securities transactions while in the U.S.18 Rule 502 of Regulation AC would apply to public appearances made while the research analyst is physically present in the United States if there is a corresponding research report that was published, circulated, or provided to a U.S. person in the United States.
May a foreign broker-dealer relying on Rule 15a-6(a)(2) make its research available to major U.S. institutional investors directly through e-mail and indirectly through its associated U.S. registered broker-dealer?
Yes. E-mailing research directly to major U.S. institutional investors, and providing research indirectly through an associated U.S. registered broker-dealer are both permissible methods of research distribution under Rule 15a-6(a)(2). With respect to indirect distribution through an associated U.S. registered broker-dealer, the Commission explained in adopting Rule 15a-6 that the registered broker-dealer would not be required to take responsibility for the content of a report for which it acted as an indirect distributor.19 Regulation AC would apply to such distributions by foreign broker-dealers that are associated with U.S. registered broker-dealers.
Of course, as discussed in Answer 23 below, in adopting Rule 15a-6, the Commission stated that a U.S. registered broker-dealer may distribute research reports of foreign broker-dealers to any U.S. person (not just major U.S. institutional investors) under specified conditions.
May a U.S. registered broker-dealer that is an associated person of a foreign broker-dealer distribute to U.S. persons research prepared by that foreign broker-dealer?
Yes. The U.S. registered broker-dealer may distribute to U.S. persons research prepared by its associated foreign broker-dealer if the U.S. registered broker-dealer takes responsibility for the research as discussed in the Rule 15a-6 Adopting Release20 and complies with Rule 501 of Regulation AC.21 Taking responsibility for the research would entail some due diligence.22 Among other things a U.S. registered broker-dealer must state prominently on the research report that it accepts responsibility for its content.23 The research report also must prominently indicate that U.S. persons receiving the research and wishing to effect any transactions in any security discussed in the report should do so with the registered broker-dealer, not the foreign broker-dealer.24 Of course, any transactions with U.S. recipients of the research report in any securities identified in the research must be effected only with or through the registered broker-dealer, not the foreign broker-dealer.25 Regulation AC provides that a U.S. broker-dealer may not distribute research unless the research includes clear and prominent certifications by the research analyst as required by Rule 501 of Regulation AC.
Foreign Broker-Dealer not Associated with U.S. Registered Broker-Dealer
The following Questions and Answers address the provision of research by foreign broker-dealers that are not associated persons of U.S. registered broker-dealers.Question 24:
May foreign broker-dealers that are not associated persons of U.S. registered broker-dealers include their research reports in broadly distributed electronic databases?
Yes. Foreign broker-dealers not associated with U.S. registered broker-dealers may include their research reports in broadly distributed electronic databases in one of two ways consistent with Rule 15a-6 and Regulation AC. First, a foreign broker-dealer not associated with a U.S. registered broker-dealer may include its research reports in any broadly distributed electronic database so long as it ensures the reports appear with disclosures equivalent to those discussed in the Commission's 1998 interpretive guidance on offshore websites, and the foreign broker-dealer has internal controls to ensure any solicitation does not result in transactions with U.S. persons.26
Second, a foreign broker-dealer not associated with a U.S. registered broker-dealer may enter an arrangement with a U.S. registered broker-dealer that would comply with Rule 501 of Regulation AC by including the required certifications (unless exempt under Rule 503 of Regulation AC). A U.S. registered broker-dealer would also need to accept responsibility for the research and for its inclusion in the database.27 In addition, the U.S. registered broker-dealer would need to state prominently on the research report (as displayed in the database) that it accepts responsibility for the content of the research report.28 Moreover, the research report must prominently indicate that any U.S. persons accessing the report and wishing to effect any transactions in the securities discussed in the report should do so with the U.S. registered broker-dealer, not the foreign broker-dealer.29
May a U.S. registered broker-dealer furnish U.S. persons with research that does not include the certifications required by Regulation AC if the research comes from a foreign broker-dealer with which it is not associated?
A U.S. registered broker-dealer may not furnish U.S. persons with a foreign broker-dealer's research without including the certifications required by Regulation AC unless an exemption from Regulation AC applies. In addition, consistent with the Commission's statements in adopting Rule 15a-6, the research report must state that all orders should be effected through the registered broker-dealer.30 Finally, all orders must in fact be effected through the U.S. registered broker-dealer.31
May U.S. registered broker-dealers refer major U.S. institutional investors to a foreign broker-dealer's website on which that foreign broker-dealer's non-U.S. equity research is located without triggering registration requirements for the foreign broker-dealer?
Yes, if the foreign broker-dealer complies with 15a-6(a)(2). That is, (1) the foreign broker-dealer's research reports do not recommend the use of the foreign broker-dealer to effect trades in any security; (2) the foreign broker-dealer does not initiate contact with those major U.S. institutional investors to follow up on the research report, and does not otherwise induce or attempt to induce the purchase or sale of any security by those major institutional investors; (3) if the foreign broker or dealer has a relationship with a registered broker or dealer that satisfies the requirements of paragraph (a)(3) of Rule 15a-6, any transactions with the foreign broker-dealer in securities discussed in the research reports are effected only through that registered broker or dealer, pursuant to the provisions of paragraph (a)(3); and (4) the foreign broker-dealer does not provide research to U.S. persons pursuant to any express or implied understanding that those U.S. persons will direct commission income to the foreign broker or dealer.
If a foreign broker-dealer that does not have an associated U.S. registered broker-dealer includes research reports on its website, may it do so in reliance on the exemption under Rule 15a-6(a)(2)?
Rule 15a-6(a)(2) only permits a foreign broker-dealer to provide research to major U.S. institutional investors. The foreign broker-dealer may provide this research to a major U.S. institutional investor through a password-protected portion of its website. In the event the foreign broker-dealer provides research generally through its website it would need to take measures to ensure that its research does not generate transactional business with other U.S. investors.32
May a foreign broker-dealer that does not have an associated U.S. registered broker-dealer express views on a research report it provides to major U.S. institutional investors under Rule 15a-6(a)(2) in public appearances and interviews conducted outside the U.S.? Would such public appearances and interviews be covered by Regulation AC? Would the answers to these questions change if content derived from these appearances and interviews is distributed by third parties that are in the business of disseminating independent information to regional or worldwide international audiences?
A foreign broker-dealer, regardless of whether it has an associated U.S. registered broker-dealer, may discuss its research outside the U.S. without complying with Regulation AC. In the event these appearances result in content derived from these appearances being distributed by third parties that are in the business of disseminating independent information to regional or worldwide international audiences, the foreign broker-dealer would still not have to comply with Regulation AC.
The dissemination of this content could raise U.S. broker-dealer registration issues, however, if the third parties are compensated, directly or indirectly, by the foreign broker-dealer,33 or if the foreign broker-dealer targeted U.S. persons.34
May a foreign broker-dealer that is not associated with a U.S. registered broker-dealer distribute to major U.S. institutional investors a Sector Report if the sections on the U.S. firms are prepared by analysts at an unassociated U.S. registered broker-dealer? Must such research reports be certified pursuant to Regulation AC?
If the foreign broker-dealer has no associated U.S. registered broker-dealer, it may distribute research reports, including Sector Reports, to major U.S. institutional investors in accordance with the requirements of Rule 15a-6(a)(2).35 Regulation AC would apply to such distributions of research in accordance with the provisions of Rule 15a-6(a)(2) by a foreign broker-dealer to the extent the report, in whole or in part, covers U.S. securities.36
Does a U.S. registered broker-dealer that distributes the research of a foreign broker-dealer with which it is not associated to major U.S. institutional investors, as allowed under Rule 15a-6(a)(2), have to take responsibility for the research?
No. In adopting Rule 15a-6(a)(2), the Commission stated that "a registered broker-dealer would not be required to take responsibility for the content of the report" when it acted as an indirect distributor of the report to major U.S. institutional investors.37
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