UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 11182 / May 11, 2023 

In the Matter of

 

 Certain 

 Broker-Dealer

 Practices, 

 

 

 

Respondents. 

 

 ORDER UNDER RULES 262(b)(2), 

 506(d)(2)(ii), AND 602(e) OF THE 

 SECURITIES ACT OF 1933 AND RULE 

 503(b)(2) OF REGULATION 

 CROWDFUNDING GRANTING 

 WAIVERS OF THE DISQUALIFICATION 

 PROVISIONS OF RULES 262(a)(4), 

 506(d)(1)(iv), AND 602(c)(3) OF THE 

 SECURITIES ACT OF 1933 AND RULE 

 503(a)(4)(ii) OF REGULATION 

 CROWDFUNDING

 

I.

Pursuant to the Broker-Dealer Off-Channel Communications Initiative,

1 the Division of 

Enforcement determined to recommend that the Securities and Exchange Commission 

(“Commission”) accept settlement offers from an SEC registered broker-dealer and a dual 

registered broker-dealer and investment adviser (together, the “Firms”) that committed certain 

non-scienter based record-keeping violations of the federal securities laws and agreed to consent 

to certain standardized settlement terms. 

II.

 

The Commission has issued separate orders (“Record-Keeping Orders”) instituting 

administrative and cease-and-desist proceedings against the Firms.2

 These proceedings are 

consistent with previously-accepted settlement terms and are brought pursuant to Sections 15(b) 

and 21C of the Securities Exchange Act of 1934 (“Exchange Act”) for willful violations of 

Section 17(a) of the Exchange Act and Rule 17a-4(b)(4) thereunder by the Firms for their failure 

to comply with the recordkeeping requirements on broker-dealers to ensure that they responsibly 

discharge their crucial roles in our markets. Specifically, the Firms failed to keep for prescribed 

periods, and furnish copies of, such business–related records as necessary or appropriate in the 

 

1 The Broker-Dealer Off-Channel Communications Initiative is an investigative initiative conducted by the Division 

of Enforcement. 

2 The two Firms subject to this Order are named in the Appendix to this Order. 
2 

public interest or for the protection of investors. The Firms admit to facts set forth in their 

respective Record-Keeping Orders and acknowledge that their conduct violated the federal 

securities laws. The Record-Keeping Orders will require the Firms to cease and desist from 

committing or causing any violations and any future violations of Section 17(a) of the Exchange 

Act and Rule 17a-4, thereunder, and to, among other things, undertake to retain a compliance 

consultant to conduct a comprehensive review of its supervisory, compliance, and other policies 

and procedures designed to ensure that all relevant electronic communications are preserved in 

accordance with the requirements of the federal securities laws. The Record-Keeping Orders

will trigger certain disqualifications from exemptions from registration available under the 

Securities Act of 1933 (“Securities Act”) for the Firms. 

III.

 Rule 262(a) of Regulation A provides for disqualification from the Regulation A 

exemption from registration under the Securities Act for offerings if, among other things, the 

relevant entity is subject to a Commission order pursuant to Section 15(b) of the Exchange Act 

that places limitations on that entity’s activities, functions, or operations. See 17 CFR § 

230.262(a)(4)(ii). Similarly, Rules 506(d) of Regulation D and 503(a) of Regulation 

Crowdfunding provide for disqualification from the Regulation D and Regulation Crowdfunding 

exemptions from registration under the Securities Act for certain offerings if, among other 

things, the relevant entity is subject to a Commission order pursuant to Section 15(b) of the 

Exchange Act that places limitations on that entity’s activities, functions, or operations. See 17 

CFR §§ 230.506(d)(1)(iv)(B) and 227.503(a)(4)(ii). 

Rule 602(a) of Regulation E provides an exemption from registration under the Securities 

Act, subject to certain conditions, for securities issued by certain small business investment 

companies and business development companies. See 17 CFR § 230.602(a). Rule 602(c)(3) of 

Regulation E makes this exemption unavailable for the securities of an issuer if, among other 

things, any investment adviser or any underwriter of the securities to be offered is subject to an 

order of the Commission entered pursuant to Section 15(b) of the Exchange Act. See 17 CFR § 

230.602(c)(3). 

The Commission has the authority to waive the disqualifications of Regulations A, D, E, 

and Crowdfunding upon a showing of good cause and without prejudice to any other action by 

the Commission, if the Commission determines that it is not necessary under the circumstances 

that an exemption be denied. See 17 CFR. §§ 230.262(b)(2), 230.506(d)(2)(ii), 230.602(e), and 

227.503(b)(2). 

In light of the Firms’ participation in the Broker-Dealer Off-Channel Communications 

Initiative, assuming the Firms comply with the terms of the Record-Keeping Orders, and in light 

of the benefits of the Broker-Dealer Off-Channel Communications Initiative, the Commission 

has determined that, pursuant to Rules 262(b)(2), 506(d)(2)(ii), and 602(e) of the Securities Act 

and Rule 503(b)(2) of Regulation Crowdfunding, good cause exists for not denying the various 

exemptions from registration discussed herein. 

IV.
3

Accordingly, IT IS ORDERED, pursuant to Rules 262(b)(2), 506(d)(2)(ii), and 602(e) of 

the Securities Act and Rule 503(b)(2) of Regulation Crowdfunding, that waivers from the 

application of the disqualification provisions of Rules 262(a)(4)(ii), 506(d)(1)(iv)(B), and 

602(c)(3) of the Securities Act and Rule 503(a)(4)(ii) of Regulation Crowdfunding, resulting 

from the entry of the Record-Keeping Orders against the Firms are hereby granted to the Firms

as reflected in the attached appendix. Nothing in this Order shall effect any pre-existing 

disqualification under the above provisions and nothing in this Order shall be interpreted to 

waive or limit any conditions or undertakings which are in place as a result of any prior waiver 

granted to any Firm. Failure to comply with terms of a Record-Keeping Order would require us 

to revisit our determination that good cause has been shown and could constitute grounds to 

revoke or further condition the waiver. The Commission reserves the right, in its sole discretion, 

to revoke or further condition the waiver under these circumstances.

Because of the unique nature of the Broker-Dealer Off-Channel Communications

Initiative, this Order and the circumstances under which it was issued shall not be relied upon by 

any entity that may seek a waiver in the future from the disqualifications discussed herein.

By the Commission.

Vanessa Countryman

Secretary

Appendix: Firms
4

Appendix A

(Waivers from disqualification under Regulations A, D, E, and Crowdfunding)

HSBC Securities (USA) Inc.

Scotia Capital (USA) Inc.