Notices That Associated Persons of Certain Registrants May Conduct Arranging, Negotiating, or Executing Activity in Reliance on the Conditional Exception from Security-Based Swap Dealer De Minimis Thresholds
The Commission’s rules under the Securities Exchange Act of 1934 (“Exchange Act”) define when a person is a security-based swap dealer. Those rules set de minimis thresholds for security-based swap dealing activity below which a person is deemed not to be a security-based swap dealer. Certain non-U.S. persons must count against those de minimis thresholds security-based swap dealing transactions that are arranged, negotiated, or executed by the non-U.S. person’s or an agent’s personnel located in a branch or office in the United States (“ANE activity”), but Exchange Act Rule 3a71-3(d) includes a conditional exception to this counting requirement.
One of the conditions to this exception requires that all ANE activity for which the non-U.S. person is relying on the exception (the “relying entity”) be conducted by the relevant U.S. personnel in their capacity as persons associated with a majority-owned affiliate of the relying entity that is a registered security-based swap dealer or a registered broker that meets certain capital requirements (the “registered entity”). Before an associated person of the registered entity commences this ANE activity pursuant to the exception, the registered entity must file with the Commission a notice that its associated persons may conduct such activity (an “ANE exception notice”).
The exception also is subject to a cap on certain inter-dealer security-based swaps. Positions subject to the cap include security-based swaps between a relying entity and a non-U.S. person that is, or is an affiliate of, any registered entity that has filed an ANE exception notice with the Commission. All such positions of the relying entity and certain of its affiliates are counted toward the cap.
Registered entities may file an ANE exception notice with the Commission by submitting it to ANEexceptionnotices@sec.gov.
ANE exception notices filed with the Commission will be published below. The Commission will not ordinarily provide a separate confirmation of filing.
ANE Exception Notices Filed with the Commission
A relying entity and its affiliates may review the published notices to determine (1) whether the affiliated registered entity’s notice has been filed successfully and not withdrawn and (2) whether any of the filed notices are relevant to the relying entity’s or any of its affiliates’ progress toward the exception’s cap on inter-dealer security-based swaps.
Modified: Sept. 28, 2022