Via http://www.regulations.gov 

 

April 28, 2015 

Employee Benefits Security Administration 

U.S. Department of Labor 

200 Constitution Avenue, NW 

Washington, DC 20210 

 

Re: Comment Period for Conflict of Interest Rule and Related Exemptions 

 

Ladies and Gentlemen: 

The Financial Services Roundtable (“FSR”)1 hereby requests a 45-day extension 

of the comment period for the U.S. Department of Labor’s (the “Department”) 

proposals regarding the (1) Definition of the Term “Fiduciary”; Conflict of Interest 

Rule—Retirement Investment Advice,2

 (2) Best Interest Contract Exemption,3 (3) 

 1

 As advocates for a strong financial futureTM, FSR represents the largest integrated financial 

services companies providing banking, insurance, payment, and investment products and services 

to the American consumer. Member companies participate through the Chief Executive Officer and 

other senior executives nominated by the CEO. FSR member companies provide fuel for America’s 

economic engine, accounting directly for $92.7 trillion in managed assets, $1.2 trillion in revenue, 

and 2.3 million jobs. 

2

 DEP’T OF LABOR, EMPLOYEE BENEFITS SECURITY ADMIN., Definition of Term “Fiduciary”; Conflict of 

Interest Rule—Retirement Investment Advice [RIN: 1210-AB32], 80 Federal Register 21928 (Apr. 20, 

2015) (the “Re-Proposing Release”), available at http://www.gpo.gov/fdsys/pkg/FR-2015-04-

20/pdf/2015-08831.pdf. 

3

 DEP’T OF LABOR, EMPLOYEE BENEFITS SECURITY ADMIN., Proposed Best Interest Contract Exemption, 

Application No. D-11712 [ZRIN: 1210-ZA25], 80 Federal Register 21960 (Apr. 20, 2015), available at

http://www.gpo.gov/fdsys/pkg/FR-2015-04-20/pdf/2015-08832.pdf. 
2 

Principal Transaction Exemption,4 and (4) related amendments to four existing 

prohibited transaction exemptions5

 (collectively, the “Proposal”). 

Although an unofficial version of the Proposal was posted on the Department’s 

website on April 14, 2015, the Proposal was officially published for notice and comment 

in the April 20, 2015 edition of the FEDERAL REGISTER. Prior to the time that the 

Department made the Proposal available on its website, FSR did not have any firsthand knowledge of the text of the proposed rule revisions, the proposed prohibited 

transaction class exemptions (“PTEs”), or the proposed amendments to existing PTEs. 

We note that the process of adopting PTEs historically has required lengthy 

periods of collaboration with the Department, and engagement by the financial 

services industry to work through the very complicated issues raised by the proposed 

PTE under the Employee Retirement Income Security Act of 1974;6

 consequently, the 

entire process to develop new PTEs requires considerable time.7 The complexity of the 

 4

 DEP’T OF LABOR, EMPLOYEE BENEFITS SECURITY ADMIN., Proposed Class Exemption for Principal 

Transactions in Certain Debt Securities between Investment Advice Fiduciaries and Employee Benefit 

Plans and IRAs, Application No. D-11713 [ZRIN: 1210-ZA25], 80 Federal Register 21989 (Apr. 20, 

2015), available at http://www.gpo.gov/fdsys/pkg/FR-2015-04-20/pdf/2015-08833.pdf. 

5

 DEP’T OF LABOR, EMPLOYEE BENEFITS SECURITY ADMIN., Proposed Amendment to Prohibited 

Transaction Exemption (PTE) 75-1, Part V, Exemptions from Prohibitions Respecting Certain Classes 

of Transactions Involving Employee Benefit Plans and Broker-Dealers; Prohibitions Respecting 

Certain Classes of Transactions Involving Employee Benefits Plans and Certain Broker-Dealers, 

Reporting Dealers and Banks, Application No. D-11687 [ZRIN: 1210-ZA25] 80 Federal Register 22004 

(Apr. 20, 2015), available at http://www.gpo.gov/fdsys/pkg/FR-2015-04-20/pdf/2015-08836.pdf; 

DEP’T OF LABOR, EMPLOYEE BENEFITS SECURITY ADMIN., Proposed Amendment to and Proposed Partial 

Revocation of Prohibited Transaction Exemption (PTE) 84-24 for Certain Transactions Involving 

Insurance Agents and Brokers, Pension Consultants, Insurance Companies and Investment Company 

Principal Underwriters, Application No. D-11850 [ZRIN: 1210-ZA25], 80 Federal Register 22010 (Apr. 

20, 2015), available at http://www.gpo.gov/fdsys/pkg/FR-2015-04-20/pdf/2015-08837.pdf; DEP’T 

OF LABOR, EMPLOYEE BENEFITS SECURITY ADMIN., Proposed Amendment to and Proposed Partial 

Revocation of Prohibited Transaction Exemption (PTE) 86-128 for Securities Transactions Involving 

Employee Benefit Plans and Broker-Dealers; Proposed Amendment to and Proposed Partial 

Revocation of PTE 75-1, Exemptions From Prohibitions Respecting Certain Classes of Transactions 

Involving Employee Benefit Plans and Certain Broker-Dealers, Reporting Dealers and Banks, 

Application No. D-11327 [ZRIN: 1210-ZA25], 80 Federal Register 22021 (Apr. 20, 2015), available at

http://www.gpo.gov/fdsys/pkg/FR-2015-04-20/pdf/2015-08838.pdf; and DEP’T OF LABOR, EMPLOYEE 

BENEFITS SECURITY ADMIN., Proposed Amendments to Class Exemptions 75-1, 77-4, 80-83 and 83-1, 

Application No. D-11820 [ZRIN: 1210-ZA25], 80 Federal Register 22035 (Apr. 20, 2015), available at

http://www.gpo.gov/fdsys/pkg/FR-2015-04-20/pdf/2015-08839.pdf. 

6

 Employee Retirement Income Security Act of 1974, Public Law No. 93-406, 88 STAT. 829 (Sept. 

2, 1974) [codified at 29 U.S.C. § 1001 et seq.]. 

7

 See U.S. CHAMBER OF COMMERCE, USING PTES TO DEFINE A FIDUCIARY UNDER ERISA: THREADING THE 

NEEDLE WITH A PIECE OF ROPE at 3 (2015) (the “PTE STUDY”) (finding that less than two (2) prohibited 
3 

PTE régime in general, and the need to evaluate and consider six (6) proposed PTEs 

associated with the Proposal (two proposed PTEs and proposed amendments to four 

existing PTEs) in particular will require considerable time and resources from FSR and 

its members in order to participate fully in the public comment process. 

FSR endorses the industry’s rationales for extending the initial 

period for public comment. 

Following our respective preliminary reviews of the Proposal, FSR and 15 

financial trade associations representing the breadth of the financial services industry in 

the United States (the “Associations”) jointly submitted a letter on April 21, 2015, 

requesting that the Department extend the initial period for public comment an 

additional 45 days.8

In summary, the Associations’ rationales in support of their joint request for an 

extension of the initial public comment period include: 

 The Proposal contains detailed new rules and a new exemption that will 

subject individual retirement account (“IRA”) advisers to increased legal 

risk for violations of strict prudence requirements under ERISA. 

 The Proposal includes a host of detailed changes to existing and widelyused exemptions on which financial institutions rely to provide essential 

services to American retirement savers. 

 Unlike its initial proposal in 2010 to re-define the term “investmentadvice fiduciary” (the “Original Proposal”),9

 the Department provided a 

 

transaction class exemptions were granted in the 20 years following enactment of ERISA, and only 

one (1) per year has been granted in the prior 20 years), available at 

http://www.centerforcapitalmarkets.com/wp-content/uploads/2013/08/White-Paper-Using-PTEsto-Define-a-Fiduciary-Under-ERISA-2.19.15-FINAL.pdf.

8

 The Associations submitting the letter were the American Bankers Association, the American 

Council of Life Insurers, American Retirement Association, Association of Advanced Life 

Underwriting, Bond Dealers of America, Financial Services Institute, Financial Services Roundtable, 

Investment Company Institute, Investment Program Association, Insured Retirement Institute, 

National Association for Fixed Annuities, National Association of Insurance and Financial Advisors, 

SIFMA, The National Association of Real Estate Investment Trusts, The Real Estate Roundtable, and 

the U.S. Chamber of Commerce. 

9

 DEP’T OF LABOR, EMPLOYEE BENEFITS SECURITY ADMIN., Definition of the Term “Fiduciary,” [RIN: 1210-

AB32], 75 Federal Register 65263 (Oct. 22, 2010) (the “Proposing Release”), available at

http://webapps.dol.gov/FederalRegister/PdfDisplay.aspx?DocId=24328. 
4 

more extensive regulatory impact analysis for the Proposal that will 

require extensive time and resources to review and analyze. 

 FSR’s members also will require time to assess their respective ability to 

comply with the conditions of the proposed exemptions—which 

exemptions are fundamental to the ability of many financial institutions 

to provide essential services to retirement investors. 

 If adopted, compliance with the Proposal will require significant 

changes in policies, practices, and computer systems, including the 

development of the mandated website, as well as the production of 

expansive new disclosure. 

FSR endorses the rationales set forth in the Associations’ letter, which is attached as 

“Exhibit 1”. 

FSR and its members hereby submit additional information in this letter that we 

believe warrants an initial public comment period of 120 days, and hereby urge the 

Department to grant the requested extension. 

The Proposal makes extensive changes to existing regulations and 

PTEs under ERISA that will affect a wide-range of financial services 

providers in the United States. 

In examining the Department’s processes for developing prohibited transaction 

class exemptions and individual exemptive relief, a study commissioned by the U.S. 

Chamber of Commerce concluded that the Department needs substantial periods of 

 

For example, the Regulatory Impact Analysis in the Proposing Release discussed a 2005 Staff 

Report prepared by staff of the Office of Compliance Inspections and Examinations (“OCIE”) of the 

Securities and Exchange Commission (the “Commission”), in which the staff hand-picked twentyfour (24) pension consultants out of a total universe of 1,742 registered investment advisers that 

provide pension consulting services for a “focused” examination by the Commission’s staff, which 

was designed to assess the “risk areas related to pension consulting.” SEC. & EXCH. COMM’N, OFFICE OF 

COMPLIANCE INSPECTIONS AND EXAMINATIONS Staff Report Concerning Examinations of Select Pension 

Consultants at 3 (May 16, 2005) (the “OCIE REPORT”), available at 

http://www.sec.gov/news/studies/pensionexamstudy.pdf. The OCIE staff observed that “thirteen 

consultants had ongoing conflicts of interest, and six consultants had one-time-only or very limited 

business relationships with money managers during the inspection period.” See, OCIE REPORT at 6. 

The OCIE REPORT covered 1.378 percent (1.378%) of all pension consultants that were registered as 

investment advisers with the Commission, and the OCIE staff ultimately determined that 0.746 

percent (0.746%) of these consultants had ongoing conflicts of interest. 
5 

time to develop PTEs that can address the realities that financial services firms face in 

endeavoring to ensure that their personnel and activities comply fully with ERISA.10 

Thus, as has historically been the case, the complexity of the proposed PTE 

régime will require FSR and its members to devote considerable time and resources to 

analyze and assess its likely impact, with a view to providing more thoughtful and 

comprehensive input, so that the PTEs will not lack utility because they are impractical 

and unworkable.11

Over the last several years, U.S. financial institutions have devoted considerable 

resources to implement the Dodd-Frank Wall Street Reform and Consumer Protection 

Act of 2010.12 Accordingly, FSR and its members also will need to assess the 

interaction of the Proposal with other federal and state laws, and industry rules and 

regulations that are applicable to each financial institution’s ability to conduct business. 

For example, a financial institution conducting a securities business would be 

subject to the regulatory jurisdiction of the Commission, FINRA, and each state or other 

jurisdiction in which the financial institution conducts a securities business. And to the 

extent that the business also involves variable annuities, the financial institution would 

be subject to regulation by insurance authorities of each jurisdiction in which it 

conducts its variable annuities business. 

Thus, FSR and its members need time to assess the interplay of the Proposal 

with other federal and state laws and industry rules and regulations that are applicable 

to their respective businesses; existing regulatory framework for securities, insurance, 

and banking; and the voluminous rules13 adopted pursuant to the Dodd-Frank Act.14 

 10 See U.S. CHAMBER OF COMMERCE, USING PTES TO DEFINE A FIDUCIARY UNDER ERISA: THREADING THE 

NEEDLE WITH A PIECE OF ROPE at 3 (2015) (the “PTE STUDY”) (finding that less than two (2) prohibited 

transaction class exemptions were granted in the 20 years following enactment of ERISA, and only 

one (1) per year has been granted in the prior 20 years), available at 

http://www.centerforcapitalmarkets.com/wp-content/uploads/2013/08/White-Paper-Using-PTEsto-Define-a-Fiduciary-Under-ERISA-2.19.15-FINAL.pdf. 

11 PTE STUDY at 3 (noting that “the [PTE] regime has proven to be (1) lengthy and protracted; (2) 

burdened with conditions, limitations, and requirements; and (3) generally ineffective in addressing 

the needs of the employee benefits community”). 

12 Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, PUBLIC LAW NO. 111-203, 

124 STAT. 1376 (July 21, 2010) (the “Dodd-Frank Act”). 

13 See Commissioner Daniel M. Gallagher, Rules Applicable to U.S. Financial Services Holding 

Companies Since July 2010 (Mar. 2, 2015), available at

http://www.sec.gov/news/speech/2015/financial-services-holding-companies-rules.pdf. 
6 

Federal prudential and market regulators (the “Agencies”) responded 

favorably to requests to extend the comment period for major 

rulemakings, which ensured the full and active engagement by 

financial institutions that will be materially impacted by proposed 

regulations. 

Following the most recent financial crisis of 2007-2008, Congress passed the 

Dodd-Frank Act, which provided for the most significant regulations impacting U.S. 

markets and the financial services industry since the New Deal securities and banking 

statutes enacted in the aftermath of the Great Depression. 

 

The Agencies were directed to adopt rules and conduct studies individually—

and, in some cases, jointly—to implement the Dodd-Frank Act on a compressed 

timeframe.15 However, in the exercise of their respective authority, the Agencies have 

recognized the necessity of providing ample time for the financial institutions that will 

be impacted materially by post-crisis financial regulations to assess the proposed 

regulations and engage substantively on the merits with the Agencies. 

For example, the Agencies provided the following comment periods for several 

major rules promulgated pursuant to the Dodd-Frank Act: 

 CREDIT RISK RETENTION16  NPRM* Dated: Apr. 29, 2011

Original Comment Deadline: June 10, 2011 

Comment Period Extended to Aug. 1, 201117

Total Comment Period: 94 Days 

 14 See Commissioner Daniel M. Gallagher, Statement on the Aggregate Impact of Financial Services 

Regulations (Mar. 2, 2015) (noting that the agencies that adopted “man of these myriad regulations” 

did not—and were not required to—conduct a “robust cost-benefit analysis”), available at

http://www.sec.gov/news/statement/aggregate-impact-of-financial-services-regulation.html. 

15 See DAVIS POLK, Summary of the Dodd-Frank Wall Street Reform and Consumer Protection Act, 

Enacted into Law on July 21, 2010 at i (July 21, 2010) (estimating that the Dodd-Frank Act required 

completion of 243 rulemakings and 67 studies over a 6-18 month period). 

 16 SEC. & EXCH. COMM’N, Credit Risk Retention, Exchange Act Release No. 64148 [File No. S7-14-11] 

(Apr. 29, 2011) (a joint rulemaking with the Board of Governors of the Federal Reserve System, 

Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, Federal 

Housing Finance Agency, and the Department of Housing and Urban Development), available at

http://www.sec.gov/rules/proposed/2011/34-64603.pdf. 

17 SEC. & EXCH. COMM’N, Credit Risk Retention, Exchange Act Release No. 64603 [File No. S7-14-11] 

(June 10, 2011) (a joint rulemaking with the Board of Governors of the Federal Reserve System, 

Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, Federal 

Housing Finance Agency, and the Department of Housing and Urban Development), available at

http://www.sec.gov/rules/proposed/2011/34-64603fr.pdf 
7 

 VOLCKER RULE18  NPRM Dated: Nov. 7, 2011

Original Comment Deadline: Jan. 13, 2012 

Comment Period Extended to Feb. 13, 201219

Total Comment Period: 98 Days 

 PROHIBITION AGAINST CONFLICTS OF 

INTEREST IN CERTAIN 

SECURITIZATIONS20 

NPRM Dated: Sept. 28, 2011

Original Comment Deadline: Dec. 19, 2011 

Comment Period Extended to Jan. 13, 201221

Comment Period Extended to Feb. 13, 201222

Total Comment Period: 137 Days 

*NPRM means “Notice of Proposed Rulemaking.” 

By extending the comment periods, the Agencies ensured the opportunity for full and 

active engagement in the rulemaking by financial institutions that will be materially 

impacted by the proposed regulations. FSR believes it would be appropriate for the 

Department to do likewise to ensure that financial institutions and financial 

professionals that would be impacted by the Proposal have an opportunity for full and 

active engagement in the rulemaking proceeding. 

 

 18 SEC. & EXCH. COMM’N, Prohibitions and Restrictions on Proprietary Trading and Certain Interests in, 

and Relationships with Hedge Funds and Private Equity Funds, Exchange Act Release No. 65545 

[File No. S7-41-11] (Nov. 7, 2011) (a joint rulemaking with the Board of Governors of the Federal 

Reserve System, Federal Deposit Insurance Corporation, and the Office of the Comptroller of the 

Currency), available at http://www.gpo.gov/fdsys/pkg/FR-2011-11-07/pdf/2011-27184.pdf. 

19 SEC. & EXCH. COMM’N, Prohibitions and Restrictions on Proprietary Trading and Certain Interests in, 

and Relationships with Hedge Funds and Private Equity Funds, Exchange Act Release No. 66057 

[File No. S7-41-11] (Jan. 3, 2012) (a joint rulemaking with the Board of Governors of the Federal 

Reserve System, Federal Deposit Insurance Corporation, and the Office of the Comptroller of the 

Currency), available at http://www.gpo.gov/fdsys/pkg/FR-2012-01-03/pdf/2011-33623.pdf. 

20 SEC. & EXCH. COMM’N, Prohibition Against Conflicts of Interest in Certain Securitizations, Exchange 

Act Release No. 65355 [File No. S7-38-11] (Sept. 28, 2011), available at SEC. & EXCH. COMM’N, 

Prohibition Against Conflicts of Interest in Certain Securitizations, Exchange Act Release No. 66058 

[File No. S7-38-11] (Jan. 3, 2012), available at http://www.gpo.gov/fdsys/pkg/FR-2012-01-

03/pdf/2011-33614.pdf. 

21 SEC. & EXCH. COMM’N, Prohibition Against Conflicts of Interest in Certain Securitizations, Exchange 

Act Release No. 65942 [File No. S7-38-11] (Dec. 16, 2011), available at, 

http://www.gpo.gov/fdsys/pkg/FR-2011-12-16/pdf/2011-32228.pdf. 

22 SEC. & EXCH. COMM’N, Prohibition Against Conflicts of Interest in Certain Securitizations, Exchange 

Act Release No. 66058 [File No. S7-38-11] (Jan. 3, 2012), available at 

http://www.gpo.gov/fdsys/pkg/FR-2012-01-03/pdf/2011-33614.pdf. 
8 

The Department’s own precedent also weighs in favor of granting the 

requested 120-day initial comment period. 

We note that the Department provided a total of 104 days for the public to 

comment on the Original Proposal. The Proposal, however, is far more complex, 

includes two new proposed PTEs, proposes amendments to four existing PTEs, and 

provides a more fulsome regulatory impact analysis of the Proposal. It is both 

necessary and reasonable to afford the industry a 120-day initial public comment 

period, in view of the material distinctions previously noted between the Proposal and 

the Original Proposal. 

A comparison of our request for a 120-day comment period for the Proposal 

versus the 104-day comment period for the Original Proposal yields a difference of 16 

days. While that marginal increase is only 16 days, this additional time is critical to the 

ability of FSR and its members to participate fully in the public comment process for 

this monumental rulemaking proceeding under ERISA. 

More recently, the Department provided a 90-day comment period when it 

solicited information on brokerage windows in participant-directed plans.23 

Conclusion 

FSR hereby requests a 45-day extension of the initial comment period because a 

120-day comment period would better enable our members to conduct appropriate 

diligence within their respective organizations on the likely impact of implementation 

of the Proposal or any final rule and related PTEs. This analysis would enable FSR and 

our members to provide the Department our best judgment concerning the Proposal 

generally, as well as submit technical comments on the text of the proposed rule and 

PTEs. 

As you may be aware, FSR’s goal is to promote public policies and regulations 

that would enable Americans from all walks of life to plan and save for their retirement 

needs based on their unique circumstances and financial goals.24 This is a goal that we 

share with the Obama Administration and the Congress. 

 23 DEP’T OF LABOR, EMPLOYEE BENEFITS SECURITY ADMINISTRATION, Request for Information Regarding 

Standards for Brokerage Windows in Participant-Directed Individual Account Plans [RIN: 1210-

AB59], 79 Federal Register 49469 (Aug. 21, 2014) (comment submission deadline of Nov. 19, 2014), 

available at http://webapps.dol.gov/FederalRegister/PdfDisplay.aspx?DocId=27743. 

24 See e.g., OXFORD ECONOMICS, Another Penny Saved: The Economic Benefits of Higher US 

Household Saving (June 2014), available at http://www.oxfordeconomics.com/anotherpennysaved. 

This research was sponsored by the AARP, the American Society of Pension Professionals & 

Actuaries, the Aspen Institute, Bank of America Merrill Lynch, Financial Services Roundtable, John 
9 

We believe the extension of the public comment period would enable FSR and 

its members to understand the nuances of the Proposal and provide comments that 

would enable the Department to ensure that the ultimate form of any investmentadvice fiduciary framework would not impede the ability of lower income and middle 

class Americans (particularly those who historically have lacked access to professional 

financial advice and services) to have access to the high-quality professional help that 

our members provide, because a failure to meet this goal would ultimately lead to less 

retirement savings in the future. 

********** 

 

Hancock Financial, LPL Financial, Natixis Global Asset Management, the New England Council, 

Putnam Investments, and the US Chamber of Commerce. 
10 

Thank you for your consideration of this request, and we look forward to 

engaging with the Department on this significant retirement security public policy 

issue. If you have any questions, please contact me at 

Richard.Foster@FSRoundtable.org or Felicia Smith, Vice President and Senior Counsel 

for Regulatory Affairs, at Felicia.Smith@FSRoundtable.org.

Respectfully submitted, 

Richard Foster

Senior Vice President and Senior 

Counsel for Legal and Regulatory 

Affairs 

Financial Services Roundtable 

With a copy to: 

Mr. Fred Wong 

Office of Regulations and Interpretations 

Ms. Karen Lloyd 

Office of Exemption Determinations 

Mr. G. Christopher Cosby 

Office of Policy and Research 

Employee Benefits Security Administration 

Department of Labor 

 

The Honorable Howard Shelanski 

Administrator 

Office of Information and Regulatory Affairs 

Office of Management and Budget 

 
11 

EXHIBIT 1 

 

Letter Submitted by the Financial Services Roundtable 

On behalf of 

 

The American Bankers Association, American Council of Life Insurers, American 

Retirement Association, Association for Advanced Life Underwriting, Bond 

Dealers of America , Financial Services Institute, Investment Company Institute, 

Investment Program Association, Insured Retirement Institute, National 

Association for Fixed Income Annuities, National Association of Insurance and 

Financial Advisors, Securities Industry and Financial Markets Association, The 

National Association of Real Estate Investment Trusts, The Real Estate 

Roundtable, and the U.S. Chamber of Commerce 

Re: Comment Period for Conflict of Interest Rule and Related Exemptions 

(April 21, 2015) 
 

 

 

 

Via http://www.regulations.gov

April 21, 2015 

Employee Benefits Security Administration 

U.S. Department of Labor 

200 Constitution Avenue, NW 

Washington, DC 20210 

Re: Comment Period for Conflict of Interest Rule and Related Exemptions 

Ladies and Gentlemen: 

The American Bankers Association (“ABA”),i

 American Council of Life Insurers 

(“ACLI”),ii American Retirement Association,iii Association for Advanced Life Underwriting 

(“AALU”),iv Bond Dealers of America (“BDA”),v Financial Services Institute (“FSI”),vi

Financial Services Roundtable (“FSR”),vii Investment Company Institute (“ICI”),viii 

Investment Program Association (“IPA”),ix Insured Retirement Institute (“IRI”),x National 

Association for Fixed Income Annuities (“NAFA”),xi National Association of Insurance and 

Financial Advisors (“NAIFA”),xii Securities Industry and Financial Markets Association 

(“SIFMA”),xiii The National Association of Real Estate Investment Trusts (“NAREIT”),xiv
2 

The Real Estate Roundtable,xv and the U.S. Chamber of Commercexvi (collectively, the 

“Associations”) hereby request a 45-day extension of the comment period for the U.S. 

Department of Labor’s (the “Department”) proposals regarding the (1) Definition of the 

Term “Fiduciary”; Conflict of Interest Rule—Retirement Investment Advice,xvii (2) Best 

Interest Contract Exemption,xviii (3) Principal Transaction Exemption,xix and (4) related 

amendments to four existing prohibited transaction exemptionsxx (collectively, the 

“Proposal”). 

As the Department is aware, the Proposal comprises a voluminous amount of 

information and, if adopted, would represent a watershed event touching many facets of the 

financial services industry. The Proposal contains detailed new rules, a new exemption that 

will subject IRA advisers to increased legal risk for violations of strict prudence requirements, 

and a host of detailed changes to existing and widely-used exemptions. The industry will 

require time to assess its ability to comply with the conditions of the exemptions—which are 

fundamental to the ability of many financial services companies to continue to provide 

essential services to retirement investors, but which will require significant changes in 

policies and practices, as well as the production of expansive new disclosure. 

The Associations and their respective members appreciate that, in response to 

comments received following the release of the predecessor proposal in October 2010 (the 

“2010 Predecessor Proposal”),xxi the Department has spent considerable time and effort to 

incorporate into the Proposal an avenue for advisers and financial institutions to continue to 

provide services to retirement investors and receive compensation through commission-based 

arrangements. Consistent with the Department’s request, the Associations and their 

respective members are committed to taking a thoughtful and well-informed approach to 

commenting on the Proposal. To do so, the Associations and their respective members need 

sufficient time to carefully analyze and understand the practical implications of the Proposal. 

Given the Proposal’s breadth and the far reaching modifications that will be required 

to meet the conditions to the exemptive relief that the Department perceives as important for 

the protection of the interests of retirement investors, the 75-day comment period does not 

provide adequate time for the Associations and their respective members to determine 

whether they can effectively service the needs of retirement investors within the framework 

presented in the Proposal. 

Our concerns with the 75-day comment period are supported by the history of the 

Proposal. The 2010 Predecessor Proposal (1) was shorter and less complicated than the 

Proposal; (2) did not include any exemptions, as opposed to the Proposal, which has two new 

exemptions and amendments to four existing exemptions; and (3) contained an economic 

analysis that was a fraction as long as the economic analysis regarding the Proposal.xxii Yet 

not only did the Department provide a 90-day comment period with respect to the 2010 

Predecessor Proposal, but the Department also recognized that 90 days was insufficient, later 

adding two additional weeks to the comment period. In connection with the extension, the 

Department stated: 
3 

“We recognize the significance of the proposed rule for plans, participants, 

beneficiaries and many plan service providers and therefore believe the steps 

we are announcing today will ensure broad consideration of all the issues and 

interests in this regulation.”xxiii

The Associations applauded the Department’s decision to establish a 104-day 

comment period with respect to the 2010 Predecessor Proposal, and to have a hearing and a 

post-hearing comment period in 2011. In that context, the Associations are very concerned 

about the much shorter 75-day period provided with respect to a much longer and more 

complicated Proposal. 

For these reasons, we are requesting a 45-day extension of the comment period. The 

Associations believe that a 120-day comment period would lead to more thoughtful and 

comprehensive input, which will ultimately increase the possibility for a more workable final 

rule that would benefit all parties. 

Thank you for your consideration of this request, and please do not hesitate to contact 

Richard Foster at Richard.Foster@FSRoundtable.org or Felicia Smith at 

Felicia.Smith@FSRoundtable.org if you have any questions. 

 Respectfully submitted, 

Richard Foster 

Senior Vice President and Senior Counsel for 

Legal and Regulatory Affairs 

Financial Services Roundtable 

With a copy to: 

Mr. Fred Wong 

Office of Regulations and Interpretations 

Ms. Karen Lloyd 

Office of Exemption Determinations 

Mr. G. Christopher Cosby 

Office of Policy and Research 

Employee Benefits Security Administration 

Department of Labor 

 
4 

The Honorable Howard Shelanski 

Administrator 

Office of Information and Regulatory Affairs 

Office of Management and Budget 

i

 The American Bankers Association is the voice of the nation’s $15 trillion banking industry, 

which is composed of small, regional, and large banks that together employ more than 2 million people, 

safeguard $11 trillion in deposits, and extend more than $8 trillion in loans. 

ii The American Council of Life Insurers (“ACLI”) is a Washington, D.C.-based trade 

association with approximately 300 member companies operating in the United States and abroad. ACLI 

advocates in federal, state, and international forums for public policy that supports the industry marketplace and 

the 75 million American families that rely on life insurers’ products for financial and retirement security. ACLI 

members offer life insurance, annuities, retirement plans, long-term care and disability income insurance, and 

reinsurance, representing more than 90 percent of industry assets and premiums.

iii The American Retirement Association has a long and storied reputation that dates back to its 

founding in 1966 as the American Society of Pension Actuaries. Today its 20,000+ members and four premier 

retirement industry associations include every type of pension professional – from business owners, actuaries, 

consultants and administrators, to insurance professionals, financial advisors, accountants, attorneys and human 

resource managers. While American Retirement Association members come from all corners of the country, 

representing every part of the industry, they are all united by their belief in and commitment to the private 

retirement system. 

iv The Association for Advanced Life Underwriting (“AALU”) is the leading organization of life 

insurance professionals who are a trusted voice on policy issues involving Americans’ financial security and 

retirement savings. The AALU also offers professional development tools and learning opportunities to help 

members grow their practices. Founded in 1957, the AALU counts more than 2,200 insurance professionals as 

members. www.aalu.org. 

v

 The Bond Dealers of America (“BDA”) advocates exclusively on behalf of middle-market and 

regional securities firms active in the municipal and taxable fixed income markets, both institutional and retail. 

BDA is headquartered in Washington, DC and is solely focused on the legislative, regulatory and market 

practice issues impacting our member firms. 

vi The Financial Services Institute (“FSI”) is the advocacy organization for independent financial 

services firms and the independent financial advisors affiliated with them. Established in January 2004, FSI 

represents over 100 independent broker-dealer members and more than 37,000 financial advisor members. FSI's 

mission is to create a healthier regulatory environment for our members through effective advocacy, education 

and public awareness. Our strategy includes involvement in FINRA governance and constructive engagement in 

the regulatory and legislative process. For more information, please visit www.financialservices.org. 

vii As advocates for a strong financial futureTM, FSR represents the largest integrated financial 

services companies providing banking, insurance, payment, and investment products and services to the 

American consumer. Member companies participate through the Chief Executive Officer and other senior 

executives nominated by the CEO. FSR member companies provide fuel for America’s economic engine, 

accounting directly for $92.7 trillion in managed assets, $1.2 trillion in revenue, and 2.3 million jobs. 

viii The Investment Company Institute (“ICI”) is a leading, global association of regulated funds, 

including mutual funds, exchange-traded funds (ETFs), closed-end funds, and unit investment trusts (UITs) in 

the United States, and similar funds offered to investors in jurisdictions worldwide. ICI seeks to encourage 

adherence to high ethical standards, promote public understanding, and otherwise advance the interests of funds, 

their shareholders, directors, and advisers. ICI’s U.S. fund members manage total assets of $18.1 trillion and 

serve more than 90 million U.S. shareholders. 

 
5 

 ix The Investment Program Association (“IPA”) was formed in 1985 to provide effective 

national leadership for the direct investment industry. The IPA supports individual investor access to a variety 

of asset classes not correlated to the traded markets and historically available only to institutional investors. 

These include public non-listed REITs (“NL REITs”), business development companies (“BDCs”), energy and 

equipment leasing programs, and private equity offerings. 

x

 The Insured Retirement Institute (“IRI”) is the leading association for the retirement income 

industry. IRI proudly leads a national consumer coalition of more than 30 organizations, and is the only 

association that represents the entire supply chain of insured retirement strategies. IRI members are the major 

insurers, asset managers, broker-dealers/distributors, and 150,000 financial professionals. As a not-for-profit 

organization, IRI provides an objective forum for communication and education, and advocates for the 

sustainable retirement solutions Americans need to help achieve a secure and dignified retirement. Learn more 

at www.irionline.org. 

xi NAFA is the authority on fixed annuities. Our mission is to promote the awareness and 

understanding of fixed annuities. NAFA educates annuity salespeople, regulators, legislators, journalists, and 

industry personnel, about the value of fixed annuities and their benefits to consumers. NAFA’s membership 

represents every aspect of the fixed annuity marketplace covering 85% of fixed annuities sold by independent 

agents, advisors and brokers. NAFA was founded in 1998 and recently celebrated its 15th year of serving the 

fixed annuity industry. To learn more, visit www.NAFA.com. 

xii Founded in 1890 as The National Association of Life Underwriters, the National Association 

of Insurance and Financial Advisors (“NAIFA”) is one of the nation’s oldest and largest financial services 

organizations representing the interests of insurance professionals from every Congressional district in the 

United States. NAIFA members serve primarily the middle or Main Street market. About half of NAIFAmember clients have annual household incomes of less than $100,000. Only about 10 percent of their clients 

have household incomes in excess of $250,000. 

xiii SIFMA is the voice of the U.S. securities industry, representing the broker-dealers, banks and 

asset managers whose 889,000 employees provide access to the capital markets, raising over $2.4 trillion for 

businesses and municipalities in the U.S., serving clients with over $16 trillion in assets and managing more than 

$62 trillion in assets for individual and institutional clients including mutual funds and retirement plans. SIFMA, 

with offices in New York and Washington, D.C., is the U.S. regional member of the Global Financial Markets 

Association (GFMA). For more information, visit http://www.sifma.org. 

xiv The National Association of Real Estate Investment Trusts (“NAREIT”) is the worldwide 

representative voice for real estate investment trusts (“REITs”) and publicly-traded real estate companies with 

an interest in U.S. real estate and capital markets. NAREIT’s members are REITs and other real estate 

businesses throughout the world that own, operate and finance residential and commercial real estate. 

xv The Real Estate Roundtable brings together leaders of the nation’s top public and privately 

held real estate ownership, development, lending and management firms with the leaders of major national real 

estate trade associations to jointly address key national policy issues relating to real estate and the overall 

economy. By identifying, analyzing and coordinating policy positions, The Roundtable’s business and trade 

association leaders seek to ensure a cohesive industry voice is heard by government officials and the public 

about real estate and its important role in the global economy. Collectively, Roundtable members’ portfolios 

contain over 12 billion square feet of office, retail and industrial properties valued at more than $1 trillion; over 

1.5 million apartment units; and in excess of 2.5 million hotel rooms. Participating trade associations represent 

more than 1.5 million people involved in virtually every aspect of the real estate business.

xvi The U.S. Chamber of Commerce is the world’s largest business federation representing the 

interests of more than 3 million businesses of all sizes, sectors, and regions, as well as state and local chambers 

and industry associations. The Chamber is dedicated to promoting, protecting, and defending America’s free 

enterprise system. More than 96% of Chamber member companies have fewer than 100 employees, and many 

of the nation’s largest companies are also active members. We are therefore cognizant not only of the challenges 

facing smaller businesses, but also those facing the business community at large. Besides representing a 

cross-section of the American business community with respect to the number of employees, major 
6 

 classifications of American business—e.g., manufacturing, retailing, services, construction, wholesalers, and 

finance—are represented. The Chamber has membership in all 50 states. 

xvii DEP’T OF LABOR, EMPLOYEE BENEFITS SECURITY ADMIN., Definition of Term “Fiduciary”; 

Conflict of Interest Rule—Retirement Investment Advice, [RIN: 1210-AB32], 80 Federal Register 21928 (Apr. 

20, 2015) (the “Re-Proposing Release”), available at http://www.gpo.gov/fdsys/pkg/FR-2015-04-20/pdf/2015-

08831.pdf. 

xviii DEP’T OF LABOR, EMPLOYEE BENEFITS SECURITY ADMIN., Proposed Best Interest Contract 

Exemption, Application No. D-11712 [ZRIN: 1210-ZA25], 80 Federal Register 21960 (Apr. 20, 2015), available 

at http://www.gpo.gov/fdsys/pkg/FR-2015-04-20/pdf/2015-08832.pdf. 

xix DEP’T OF LABOR, EMPLOYEE BENEFITS SECURITY ADMIN., Proposed Class Exemption for 

Principal Transactions in Certain Debt Securities between Investment Advice Fiduciaries and Employee Benefit 

Plans and IRAs, Application No. D-11713 [ZRIN: 1210-ZA25], 80 Federal Register 21989 (Apr. 20, 2015), 

available at http://www.gpo.gov/fdsys/pkg/FR-2015-04-20/pdf/2015-08833.pdf. 

xx DEP’T OF LABOR, EMPLOYEE BENEFITS SECURITY ADMIN., Proposed Amendment to Prohibited 

Transaction Exemption (PTE) 75-1, Part V, Exemptions from Prohibitions Respecting Certain Classes of 

Transactions Involving Employee Benefit Plans and Broker-Dealers; Prohibitions Respecting Certain Classes of 

Transactions Involving Employee Benefits Plans and Certain Broker-Dealers, Reporting Dealers and Banks, 

Application No. D-11687 [ZRIN: 1210-ZA25] 80 Federal Register 22004 (Apr. 20, 2015), available at

http://www.gpo.gov/fdsys/pkg/FR-2015-04-20/pdf/2015-08836.pdf; DEP’T OF LABOR, EMPLOYEE BENEFITS 

SECURITY ADMIN., Proposed Amendment to and Proposed Partial Revocation of Prohibited Transaction 

Exemption (PTE) 84-24 for Certain Transactions Involving Insurance Agents and Brokers, Pension Consultants, 

Insurance Companies and Investment Company Principal Underwriters, Application No. D-11850 [ZRIN: 1210-

ZA25], 80 Federal Register 22010 (Apr. 20, 2015), available at http://www.gpo.gov/fdsys/pkg/FR-2015-04-

20/pdf/2015-08837.pdf; DEP’T OF LABOR, EMPLOYEE BENEFITS SECURITY ADMIN., Proposed Amendment to and 

Proposed Partial Revocation of Prohibited Transaction Exemption (PTE) 86-128 for Securities Transactions 

Involving Employee Benefit Plans and Broker-Dealers; Proposed Amendment to and Proposed Partial 

Revocation of PTE 75-1, Exemptions From Prohibitions Respecting Certain Classes of Transactions Involving 

Employee Benefit Plans and Certain Broker-Dealers, Reporting Dealers and Banks, Application No. D-11327 

[ZRIN: 1210-ZA25], 80 Federal Register 22021 (Apr. 20, 2015), available at http://www.gpo.gov/fdsys/pkg/FR2015-04-20/pdf/2015-08838.pdf; and DEP’T OF LABOR, EMPLOYEE BENEFITS SECURITY ADMIN., Proposed 

Amendments to Class Exemptions75-1, 77-4, 80-83 and 83-1, Application No. D-11820 [ZRIN: 1210-ZA25], 80 

Federal Register 22035 (Apr. 20, 2015), available at http://www.gpo.gov/fdsys/pkg/FR-2015-04-20/pdf/2015-

08839.pdf. 

xxi DEP’T OF LABOR, EMPLOYEE BENEFITS SECURITY ADMIN., Definition of the Term “Fiduciary,” 

[RIN: 1210-AB32], 75 Federal Register 65263 (Oct. 22, 2010) (the “Proposing Release”), available at

http://webapps.dol.gov/FederalRegister/PdfDisplay.aspx?DocId=24328. 

xxii While we appreciate the significantly more extensive economic analysis of the Proposal 

compared with the insufficient analysis of the 2010 Predecessor Proposal, the Proposal’s economic analysis will 

require extensive time and resources for review and analysis. 

xxiii EBSA NEWS (Dec. 22, 2010).