On August 12, 2014, the SEC proposed an amendment to Rule 206(3)-3T to extend the Rule’s expiration date by two  years until December 31, 2016. The temporary Rule provides an alternative method for investment advisers, who are  also broker-dealers, to comply with Section 206(3) of the Advisers Act, which requires an adviser to obtain client  consent prior to engaging in a principal transaction with the client. Rule 206(3)-3T was initially adopted on September  24, 2007 in response to a federal appeals court decision that vacated Rule 202(a)(11)-1 of the Advisers Act, which  allowed registered broker-dealers to offer fee-based accounts without being regulated as investment advisers. On  December 20, 2012, the SEC extended Rule 206(3)-3T until December 31, 2014. Pursuant to Rule 206(3)-3T, if an  adviser enters into a principal trade with a client, the adviser will be deemed to comply with Section 206(3) if the  adviser, among other things: (1) obtains written, revocable consent from the client prospectively authorizing principal  trades; (2) provides written prospective disclosure regarding the conflicts arising from principal trades; (3) provides  certain disclosures, either oral or written, and obtains client consent prior to each principal trade; (4) provides the client  with an annual report on all principal transactions with that client and (5) sends confirmation statements disclosing the  capacity in which the adviser has acted and disclosing that the adviser informed the client that it may act in a principal  capacity and that the client authorized the transaction. The Rule applies only to non-discretionary accounts of  investment advisers who are also registered as broker-dealers and the accounts also must be brokerage accounts  subject to the Exchange Act. The Rule applies to all accounts meeting the above requirements, whether or not they  were previously fee-based brokerage accounts.

The SEC proposed no changes to Rule 206(3)-3T other than the extension of its expiration date. The SEC stated  that the extension would provide adequate protection to advisory clients while the SEC continues to consider more  broadly the regulatory requirements applicable to broker-dealers and investment advisers.

Comments on the proposal are due by September 17, 2014.