May 5, 2010 

Office of Regulations and Interpretations Delivered Electronically 

Employee Benefits Security Administration to e-ORI@DOL.gov 

Room N-5665 

U.S. Department of Labor 

200 Constitution Ave., NW 

Washington, DC 20210 

Re: Proposed Regulations Regarding a Prohibited Transaction Exemption for the 

Provision of Investment Advice. 

Dear Sir or Madam: 

TD AMERITRADE, Inc. 1 (“TD AMERITRADE” or “we”) appreciates the opportunity 

to provide comments on Proposed Sections 2550.408g-1and 2 (Proposed Regulations) 

that provide the eligibility requirements for a prohibited transaction exemption for 

fiduciary investment advisors (PTE). 

TD AMERITRADE supports America’s independent investors, including participants in 

qualified retirement plans and IRA owners and their beneficiaries (Retirement Investors). 

Currently we service approximately 1.9 million Retirement Investor accounts holding 

approximately $100 billion of assets. We recognize that many Retirement Investors want 

to take control of their retirement assets and that economic conditions require Retirement 

Investors to take on more responsibility with respect to their retirement saving and 

planning. We also recognize that many of these investors are ill-prepared to accept that 

responsibility without the assistance of knowledgeable, experienced, professional 

investment advisors. Therefore, TD AMERITRADE fully supports the Department of 

Labor’s efforts to increase the availability of objective investment advice to Retirement 

Investors. 

TD AMERITRADE supports the following goals which the Proposed Regulations are 

intended to achieve: 

• Retirement Investors will more clearly understand the status and nature of the 

fiduciary investment advisor (as defined in the Proposed Regulations) they select; 

• Retirement Investors will receive the information and disclosures they need to 

make an informed decision when retaining a fiduciary investment advisor; 

 

1

 TD AMERITRADE is a wholly-owned broker-dealer subsidiary of TD AMERITRADE Holding 

Corporation (“TD AMERITRADE Holding”). TD AMERITRADE Holding has a 35 year history of 

providing financial services to self-directed investors. Through its Institutional division, TD 

AMERITRADE provides custody services to over 4,000 independent registered investment advisors. 
• Fiduciary investment advisors will have clear guidance as to their duties and 

responsibilities in advising and reporting to Retirement Investors; 

• Disclosures between Retirement Investors and fiduciary investment advisors will 

be more uniform and easier for the typical Retirement Investor to understand; and 

• Retirement Investors who have been employed by all types of employers will be 

eligible to avail themselves of objective, professional investment advice. 

TD AMERITRADE also believes that advice provided by fee-based independent 

Registered Investment Advisors (RIAs) most closely conforms to the spirit of the 

Proposed Regulations. Pursuant to the Investment Advisers Act of 1940, RIAs have a 

duty to act in the best interests of their clients at all times. In general, Retirement 

Investors have a long investment horizon and the quality of investment advice received 

will have a significant impact on the end results for Retirement Investor accounts, large 

or small. TD AMERITRADE understands this dynamic and, through its Institutional 

division, currently provides custody services to over 4,000 independent RIAs who offer 

advice to Retirement Investors. An independent RIA typically is not tied to a specific 

group of funds or asset categories. Instead, the independent RIA is able to review the 

entire universe of potential investment options so that its investment advice may be 

tailored to meet the needs of the individual Retirement Investor. TD AMERITRADE 

believes that the fee leveling method of providing investment advice as described in the 

Proposed Regulation encourages and supports the independent RIA business model, 

which is aligned with the best interests of Retirement Investors. 

TD AMERITRADE appreciates the steps the Department of Labor is taking to make 

professional investment advice that is non-biased and conflict free available to 

Retirement Investors. TD AMERITRADE therefore supports the Proposed Regulations 

pertaining to the provision of conflict-free, transparent financial advice to Retirement 

Investors. If you need additional information, please contact Gil Ott, Deputy General 

Counsel, TD AMERITRADE at (201) 369-8559. 

Sincerely, 

TD AMERITRADE, Inc.