Books And Records

Exchange Act Rules 17a-3 and 17a-4 are most relevant to post-execution deal activities because they govern:

1. A.What records a broker-dealer must make and preserve, and for how longCorrect. This is the subject matter of Rules 17a-3 and 17a-4.
2. B.When an issuer must file its quarterly report with the SECWrong. That is governed by Rule 13a-13 (Form 10-Q), an issuer reporting rule, not a broker-dealer recordkeeping rule.
3. C.The minimum net capital a broker-dealer must maintainWrong. Net capital requirements are governed by a different rule (Exchange Act Rule 15c3-1), not 17a-3/17a-4.
4. D.How a tender offer must be structuredWrong. Tender offer structure is governed by Regulation 14D/14E, unrelated to broker-dealer recordkeeping.

Why: Rules 17a-3 and 17a-4 set out the records broker-dealers must make and preserve, and for how long — directly relevant to retaining deal files, correspondence and underwriting materials after a financing closes.

Six months after a financing closes, a compliance examiner asks to see the syndicate's billing and allotment records for the deal, along with the road show materials used to market it. The IB rep argues these can be discarded now that the deal is closed and settled. Is the rep correct?

1. A.Yes, because recordkeeping obligations end once the deal closes and syndicate accounts are settledWrong. Books-and-records retention obligations continue for defined periods after the transaction closes; settlement does not end them.
2. B.No, but only because the compliance examiner personally requested themWrong. The obligation to retain these records exists independent of any specific examiner request; a request is not what creates the duty.
3. C.Yes, but only if the issuer separately consents to destruction of the recordsWrong. Issuer consent does not override the broker-dealer's own regulatory recordkeeping obligation.
4. D.No, because Rules 17a-3 and 17a-4 require these deal-related records to be preserved for defined retention periodsCorrect. The recordkeeping obligation is separate from, and continues past, deal settlement.

Why: No — books-and-records obligations under Exchange Act Rules 17a-3 and 17a-4 require these categories of deal-related records to be preserved for defined retention periods after the transaction, not discarded once the deal closes and syndicate accounts settle. Settlement of the deal does not end the recordkeeping obligation.