EXHIBIT 16

Case 1:20-cv-21254-BB Document 47-17 Entered on FLSD Docket 07/02/2021 Page 1 of 3
From: TradingAndMarkets@SEC.GOV

To: jordon@glaciervc.com; TMOIGLOG

Cc: Ryan@glaciervc.com; TradingAndMarkets; IMOCC

Subject: RE: Broker-Dealer Registration Questions

Date: Tuesday, July 14, 2020 1:32:43 PM

Mr. Booth,

The staff of the Division of Trading and Markets has published some guidance on the Commission’s

website regarding the broker-dealer registration requirements here:

http://www.sec.gov/divisions/marketreg/bdguide.htm. This Guide to Broker-Dealer Registration

provides some basic information regarding the definition of “broker” and the activities/factors the

staff and the courts consider when determining whether a person fits that definition (and would,

therefore, need to register with the Commission).

As indicated in the Guide - to the extent a person engages in the business of effecting transactions in

securities for the account of others, that person would need to register with the Commission.

Factors generally considered to determine whether a person would be considered to be “effecting

transactions in securities for the accounts of others” include, among other things, whether the

person is soliciting the purchase or sale of securities to others (which can include providing research

reports to promote a specific investment), and whether the person is receiving transaction-based

compensation. Transaction-based compensation can be in the form of a commission or concession,

or it can take other forms – such as a success fee.

You also may want to check with our colleagues in the Division of Investment Management

regarding whether your activities may require that the SPV you mention may need to register as an

investment company. They can be reached at IMOCC@sec.gov. 

Whether you need to register as either a broker-dealer would depend on the specific activities you

intend to engage in - including how you would be compensated and how, and whether you will hold

customer/investor assets. This is a fact-specific assessment that involves consideration of a number

of factors (which have been developed through SEC staff no action letters and case law).

Similarly, whether the SPV would need to be registered as an investment company would be

dependent on the facts and circumstances.

While we are able to provide informal guidance regarding the Exchange Act and the rules adopted

thereunder through this email box, we cannot provide legal advice. Applying the regulations to a

particular scenario approaches the realm of legal advice. Thus, for a more formal answer to these

questions, you would need to seek the counsel of an attorney familiar with the U.S. securities

regulations and relevant case law.

The Division of Trading and Markets

From: Jordon Booth <jordon@glaciervc.com> 

Sent: Tuesday, July 14, 2020 1:21 PM

To: TradingAndMarkets <TradingAndMarkets@SEC.GOV>; TMOIGLOG

Case 1:20-cv-21254-BB Document 47-17 Entered on FLSD Docket 07/02/2021 Page 2 of 3
<TMOIGLOG@SharePoint.ad.sec.gov>

Cc: Ryan@glaciervc.com

Subject: Broker-Dealer Registration Questions

CAUTION: This email originated from outside of the organization. Do not click links or open

attachments unless you recognize the sender and know the content is safe.

Hello,

I am interested in learning more about Broker-Dealer Registration, and if it is necessary for us

to become a Broker-Dealer for our specific business model. The general details are below:

Through our new company Glacier Ventures, my partner and I are interested in buying

private equity secondaries for international buyers (Family offices, institutional

investors, foreign brokers).

The majority of deals will act as a venture capital firm, where we create an SPV and

hold the shares with a management fee and carry.

Although some prospective buyers have shown interest in us buying direct, either

handing over the SPV once the shares are in the fund. Or to purchase shares for

them directly.

We have also had opportunities where we would just act as a “finder” and will be just

making an introduction from buyer and seller.

Lastly, our most prominent deal involves being a broker between a US broker dealer

and a foreign broker dealer, which we saw would act as an exemption to the rule.

As you can see many of those circumstances are on either side of the ruling. We are interested

to know if we need Broker-Dealer Registration for all scenarios or only specific ones, as well

as to find out if this is a viable business model without the Broker-Dealer Registration.

Lastly, if the Broker-Dealer Registration is the only option to move forward, what are the

steps and what are our chances of getting approval.

Best,

Jordon Booth

Glacier Ventures

Case 1:20-cv-21254-BB Document 47-17 Entered on FLSD Docket 07/02/2021 Page 3 of 3