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December 23, 2010

Comment Letter (SIFMA) SIFMA submitted comments to the SEC on a proposed rule that would extend temporary Rule 206(3)-3T under the Investment Advisers Act (IAA), for an additional two years beyond its scheduled expiration on Dec. 31, 2010. The rule establishes a means for broker-dealers to comply with § 206(3) of the IAA. SIFMA strongly favors an extension of Rule 206(3)-3T, arguing that the principal trading relief in the rule is more favorable to investors than dealings solely on an agency basis. SIFMA further suggests the rule should be made permanent and expanded, and reiterates its

January 11, 2011

FINRA Regulatory Notice FINRA is requesting comment on a new proposal to amend its Rule 5122, which requires certain disclosures to be made in private placements issued by broker-dealers. The amendments would expand the rule to reach all private placements in which a broker-dealer participates (i.e. not just those in which it is an issuer), and would eliminate a current exemption in the rule for broker-dealers acting in a "wholesaling" capacity. Please contact any of the following Cadwalader attorneys if you have any questions about this item: Steven Lofchie; [email protected] Jeffrey

January 28, 2011

SEC Release 34-63784 January 27, 2011 The SEC approved a FINRA proposal to adopt new books and records rules in the consolidated FINRA rulebook. The new rules are substantially derived from NASD Rule 3110 and NYSE Rule 410 (and the interpretations thereto). Among other things, the rule change adopts (1) NASD 3110(a) as FINRA Rule 4511; (2) NASD Rule 3110(d-e) as FINRA Rule 4512; (3) NASD Rule 3110(f) as FINRA Rule 2268; (4) NASD Rule 3110(g) as FINRA Rule 4514; (5) NASD Rule 3110(h) as FINRA Rule 7440(a)(4); and (6) NASD Rule 3110(j) as FINRA Rule 4515. In addition, the rule change adopts NYSE

September 18, 2012

Wells Fargo filed an application requesting an exemption from section 12(d)(1)(A) and (B) (Functions and activities of investment companies), section 17(a)(1) and (2) (Transactions of certain affiliated persons and underwriters), and rule 12d1- 2(a) (Exemptions for Investment Companies Relying on Section 12(d)(1)(G)) under the Investment Company Act. The requested order would (i) permit certain registered open-end management investment companies to acquire shares of other registered open-end management investment companies and unit investment trusts (‘‘UITs’’) that are within and outside the

October 09, 2012

The SEC is proposing to extend the effectiveness of Rule 206(3)-3T under the Advisers Act, a temporary rule that establishes an alternative means for investment advisers that are registered with the SEC as broker-dealers to meet the requirements of Section 206(3) of the Advisers Act when they act in a principal capacity in transactions with certain of their advisory clients. The amendment would extend the date on which rule 206(3)-3T will sunset from December 31, 2012 to December 31, 2014. During that extended period, the SEC intends to study, among other things, the standard of care