The sample discussion topics contained herein, which were developed by a SIFMA dealer working group on the risk retention rules, are intended to help guide dealers acting as underwriters, initial purchasers and placement agents in their efforts to undertake a reasonable investigation to determine if there are any material misrepresentations or omissions contained in a registration statement, prospectus or offering memorandum regarding whether a “majority-owned affiliate” meets the requirements imposed by the credit risk retention rules.