Broker-Dealer and Distribution Compliance Services

A legal underwriter (also known as a statutory or principal underwriter) is required under the Investment Company Act of 1940 for registered products. They facilitate marketing material review, dealer agreements, NSCC sponsorship, and 12b-1 or sales load payment administration. Registered Representative licensing and supervision can be added to the services offered.

Marketing materials used in fund distribution may be subject to Financial Industry Regulatory Authority (FINRA) rules and a broker-dealer’s supervisory procedures. ACA Foreside can help firms review applicable fund marketing and communications materials to identify compliance considerations before use. The scope of review and any FINRA filing requirements depend on the product, audience, content, and applicable rules.

We recommend engaging a legal underwriter at least 90 days before your fund launch to ensure timely execution of AP agreements (for ETFs), marketing material compliance, and operational readiness.

Yes. ACA provides end-to-end support for launching ETFs, including product development, regulatory guidance, service provider selection, and operational setup.

Authorized Participants (APs) are broker-dealers that create and redeem ETF creation units directly with the fund. Through this primary-market process, APs help support ETF liquidity and can help keep the market price of ETF shares aligned with their net asset value. Fund sponsors should consider AP arrangements alongside their broader ETF distribution, operational, and service-provider requirements.

Yes. ACA has extensive experience converting legal underwriting and dealer agreements from other distributors. We manage the full process, including prioritizing key intermediaries and repapering agreements.

A standalone trust requires its own exemptive relief and infrastructure (service providers and board), while a series of trusts offer a turnkey solution with pre-established service providers and board, accelerating time to market.

ACA maintains over 11,000 dealer agreements and provides negotiation, execution, and tracking through our automated contract management system.

ACA supports the negotiation, execution, and ongoing tracking of dealer and intermediary selling agreements. Our automated contract-management system helps maintain agreement records, monitor execution status, and support the administration of distribution arrangements.

Effective distribution compliance workflows should provide a centralized agreement repository, clear ownership and approval steps, status tracking, and auditable records. Reporting should help sponsors and advisers identify executed agreements, outstanding requirements, renewal or update needs, and other items requiring attention.

Fund sponsors should evaluate the full cost of their distribution model, including legal-underwriting or principal-underwriter fees, dealer or intermediary compensation, platform and servicing fees, sales loads or Rule 12b-1-related payments where applicable, and operational or technology costs. Relevant fees depend on the fund structure, investor channel, and distribution arrangements.

Depository Trust & Clearing Corporation (DTCC) and National Securities Clearing Corporation (NSCC) membership facilitates automated trade processing and settlement. ACA can sponsor NSCC membership for mutual funds and coordinate with custodians for ETFs, streamlining fund operations and reducing time to market.

Yes. All products undergo due diligence, including those involving blockchain or cryptocurrency, to ensure compliance with SEC and FINRA regulations.

Not always. Some firms may rely on the SEC’s Rule 3a4-1 issuer exemption. However, many choose to register employees with a broker-dealer like ACA to mitigate regulatory risk and ensure compliance with marketing rules.

A private placement agent facilitates the distribution of unregistered funds by entering into sub-placement agreements with financial intermediaries, reviewing marketing materials, and providing regulatory training.

Yes. ACA can register employees for private fund marketing, enter into sub-placement agreements, and provide regulatory training for compliance distribution based on your needs.

Yes. All private placements go through ACA’s due diligence process, which includes a review of offering documents, compliance policies, and financial materials.

No. ACA does not actively raise capital but provides the regulatory infrastructure and compliance support needed for private fund distribution.

A private-label broker-dealer is a dedicated broker-dealer entity branded for a single client. ACA will operate and maintain the limited purpose broker-dealer, offering full compliance, staffing, and regulatory support in providing our customary services.

A private-label broker-dealer is exclusive to one client and offers branding benefits, while a commingled broker-dealer serves multiple clients and is more cost-effective.

Yes. ACA offers consulting to build a new broker-dealer or acquire an existing one, including FINRA application support, compliance setup, and operational infrastructure.

Chaperoning allows non-U.S. asset managers and broker-dealers to market their funds to U.S. institutional investors under SEC Rule 15a-6. ACA provides a registered representative to accompany or participate in meetings and calls with U.S. investors, ensuring regulatory compliance.

Non-U.S. firms marketing to U.S. Institutional Investors (USIIs) or Major U.S. Institutional Investors (MUSIIs) may qualify. If the firm’s representatives are in the U.S. for more than 30 days or are engaging with USIIs, chaperoning is required.

Up to 30 non-consecutive days per calendar year. Beyond that, ACA must accompany the representative during all U.S. investor interactions.

Broker-dealers registered with the SEC and members of FINRA are subject to their rules. Non-compliance can lead to significant consequences, including censure, fines, and reputational harm.

Outsourcing reduces costs, mitigates regulatory risk, and improves operational efficiency. ACA can provide regulatory support, compliance oversight, marketing material review, regulatory filings and more.

Fund sponsors should compare providers based on the scope of broker-dealer and distribution services offered, experience with their specific fund structure, regulatory and compliance expertise, intermediary and dealer-agreement capabilities, workflow and reporting tools, and operational responsiveness. Sponsors should also consider whether the provider can support related needs, such as legal underwriting, marketing review, registered representative licensing, DTCC/NSCC sponsorship, and ETF launch support.