In the space below, you will find a step-by-step guide to engagement, compliance, and invoicing of clients for secondary market securities transactions.


(Optional Step) Execute Non-Circumvention and Non-Disclosure Agreement

The NCNDA widget is a pre-approved template and may be sent to counter-party without a request to General Counsel. Use to bind potential clients, investors, or partners when anticipating disclosure of confidential information prior to an engagement or referral of a buyer or seller of securities. Please use the NCNDA widget unless counter-party insists upon an editable version.

The NCNDA should be executed prior to any disclosure of confidential information (especially identifying information regarding your buyers or sellers). An issuer/seller may request a signed NDA prior to sending off confidential due diligence items. We prefer to use our mutual NCNDA in this case as well. Typically, a client's NDA will not cover the concerns on the broker-dealer side. Our NCNDA is 100% bilateral and comprehensive.

Step 1: Execute Engagement Agreement with Client

Use to engage a seller of securities (typically late-state equity ) that wishes to use Rainmaker Securities as its agent to facilitate the liquidation of their position on the secondary market.

Use to engage a buyer that is seeking to purchase a particular security on the secondary market and wishes to use Rainmaker Securities as its agent to source a seller.

Step 2: Complete Client Engagement Form

Prior to taking an actions as the agent of the client, you must obtain certain identification information about the client. This is when we have the most leverage to obtain the information we need without obstruction or refusal from the client. There are separate forms for clients that are entities and clients that are natural persons. The name on client form should match the name of the client that will be transacting for the securities. Feel free to send the link to the client for completion. Alternatively, you may complete the form on behalf of a client.

Step 3: Verify Securities Product Approval

Prior to offering or sourcing any securities product on behalf of a client, make sure that such securities product is approved for trading on the RMS platform. If you are uncertain, please verify with Kirat Lall at If the issuer has not yet been approved for secondary market distribution, you can request approval using the “New Product Request - Late Stage Secondary” for at the link below.

(Optional Step) Marketing Materials Distribution Approval

If you wish to use any marketing materials in connection with the offering of securities, it must be approved prior to distribution. All broker-dealer communications must be submitted for approval prior to distribution to the public. This specifically includes:

  • Investor presentations

  • Research reports

  • Executive summaries

  • Investment Fund profile sheets

  • Outreach emails going to 25 or more external recipients in a 30-day period

Use the form to submit the communications for approval. You will receive a notification from the operations team once the communication has been reviewed.

Step 4: Complete Investor Qualification Form

This form is substantially different than the client engagement form. This form is intended to satisfy FINRA suitability and registration requirements as well as SEC investor accreditation requirements for private placement offerings. Ideally, the form should be completed prior to introduction to the seller. The form may be completed by the investor directly or by the associated person on behalf of the investor. There is a separate form for natural person investors and entity person investors. The name on the form should match the purchasing party on any transaction documentation.

Step 5: Request RMS to Invoice Client

Use this form after a securities transaction has closed in order request the operations team to approve the transaction and send an invoice to the client for a commission. Ensure that all documentation is in place prior to completing this form.