From: Tran Bang
Sent: May 20, 2016
Subject: File Number S7-07-16

17 CFR Parts 303, 240, and 275
Release No. 34-77776; IA-4383; File no. S7-07-16
RIN 3235-AL06
Incentive-based Compensation Arrangements
U.S. Securities and Exchange Commission (SEC)
ACTION: Notice of Proposed Rulemaking and Request for Comment.
SUMMARY: The OCC, Board, FDIC, FHFA, NCUA, and SEC (the Agencies) are
seeking comment on a joint proposed rule (the proposed rule) to revise the proposed rule
the Agencies published in the Federal Register on April 14, 2011, and to implement
section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-
Frank Act). Section 956 generally requires that the Agencies jointly issue regulations or
guidelines: (1) prohibiting incentive-based payment arrangements that the Agencies
determine encourage inappropriate risks by certain financial institutions by providing
excessive compensation or that could lead to material financial loss; and (2) requiring
those financial institutions to disclose information concerning incentive-based
compensation arrangements to the appropriate Federal regulator.
DATES: Comments must be received by July 22, 2016.
ADDRESSES: Although the Agencies will jointly review the comments submitted, it
would facilitate review of the comments if interested parties send comments to the
Agency that is the appropriate Federal regulator, as defined in section 956(e) of the
Dodd-Frank Act, for the type of covered institution addressed in the comments.
Commenters are encouraged to use the title “Incentive-based Compensation
Arrangements” to facilitate the organization and distribution of comments among the
Agencies. Interested parties are invited to submit written comments to:
Securities and Exchange Commission: I submit comments by the following
Electronic Comments

Paper Comments:
  • Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and
    Exchange Commission, 100 F Street, NE., Washington, DC 20549.
    All submissions should refer to File Number S7-07-16. This file number should be
    included on the subject line if e-mail is used. To help us process and review your
    comments more efficiently, please use only one method. The SEC will post all
    comments on the SEC’s Internet Web site (
Comments are also available for Web site viewing and printing in the SEC’s Public
Reference Room, 100 F Street, NE., Washington, DC 20549 on official business days
between the hours of 10:00 a.m. and 3:00 p.m. All comments received will be posted
without change; the SEC does not edit personal identifying information from
submissions. You should submit only information that you wish to make available
Studies, memoranda or other substantive items may be added by the SEC or staff to
the comment file during this rulemaking. A notification of the inclusion in the comment
file of any such materials will be made available on the SEC’s Web site. To ensure direct
electronic receipt of such notifications, sign up through the “Stay Connected” option at to receive notifications by email.
SEC: Raymond A. Lombardo, Branch Chief, Kevin D. Schopp, Special Counsel,
Division of Trading & Markets, (202) 551-5777 or; Sirimal
R. Mukerjee, Senior Counsel, Melissa R. Harke, Branch Chief, Division of Investment
Management, (202) 551-6787 or, U. S. Securities and Exchange
Commission, 100 F Street, NE., Washington, DC 20549.
(1) Designing incentive-based compensation arrangements, and determining
awards, deferral amounts, deferral periods, forfeiture, downward
adjustment, clawback, and vesting; and
(2) Assessing the effectiveness of incentive-based compensation arrangements
in restraining inappropriate risk-taking.
§ 303.12 Indirect actions.
A covered institution must not, indirectly or through or by any other person, do anything
that would be unlawful for such covered institution to do directly under this subpart.
§ 303.13 Enforcement.
The provisions of this subpart shall be enforced under section 505 of the Gramm-Leach-
Bliley Act and, for purposes of such section, a violation of this subpart shall be treated as
a violation of subtitle A of title V of such Act.
(10) The records required pursuant to §§ 303.4(f), 303.5, and 303.11.
* * *
3. Section 275.204-2 is amended by adding new paragraph (a)(19) and by revising
paragraph (e)(1). The additions and revisions read as follows:
§ 275.204-2 Books and records to be maintained by investment advisers.
(a) * * *
(19) The records required pursuant to, and for the periods specified in, §§
303.4(f), 303.5, 303.11.
* * *
(e)(1) All books and records required to be made under the provisions of
paragraphs (a) to (c)(1)(i), inclusive, and (c)(2) of this section (except for books and
records required to be made under the provisions of paragraphs (a)(11), (a)(12)(i),
(a)(12)(iii), (a)(13)(ii), (a)(13)(iii), (a)(16), (a)(17)(i), and (a)(19) of this section), shall be
maintained and preserved in an easily accessible place for a period of not less than five
years from the end of the fiscal year during which the last entry was made on such record,
the first two years in an appropriate office of the investment adviser.
* * *
Comments Received, Including Attachments
Thank you