From: Tran Bang
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
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SEC: Raymond A. Lombardo, Branch Chief, Kevin D. Schopp, Special Counsel,
Division of Trading & Markets, (202) 551-5777 or firstname.lastname@example.org; Sirimal
R. Mukerjee, Senior Counsel, Melissa R. Harke, Branch Chief, Division of Investment
Management, (202) 551-6787 or IARules@SEC.gov, 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.
* * *
PART 275 – RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF
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