Under Section 206(3) of the Investment Advisers Act of 1940 (the "Advisers Act"),
investment advisers, whether or not registered with the Securities and Exchange
Commission ("SEC"), are prohibited from performing principal transactions for their
clients unless the adviser discloses the details of the transaction to the client in writing,
and also obtains client permission prior to the settlement of each such transaction.
Section 206(3) generally describes principal trading by an adviser as acting as principal
for its own account and knowingly selling any security to or purchasing any security from
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