General Rules and Regulations
promulgated
under the
Securities Exchange Act of 1934
Rule 17Ad-2 -- Turnaround, Processing, and Forwarding of Items
Every registered transfer agent (except when acting
as an outside registrar) shall turnaround within three business days of receipt at
least 90 percent of all routine items received for transfer during a month. For the
purposes of this paragraph, items received at or before noon on a business day shall
be deemed to have been received at noon on that day, and items received after noon
on a business day or received on a day not a business day shall be deemed to have
been received at noon on the next business day.
Every registered transfer agent acting as an outside
registrar shall process at least 90 percent of all items received during a month
(1) by the opening of business on the next business day, in the case of items received
at or before noon on a business day, and (2) by noon of the next business day, in
the case of items received after noon on a business day. For the purposes of paragraphs
(b) and (d) of this section, "items received"
shall not include any item enumerated in Rule
17Ad-1 (5), (6),
(7), or (8)
or any item which is not accompanied by a debit or cancelled certificate. For the
purposes of this paragraph, items received on a day not a business day shall be deemed
to have been received before noon on the next business day.
Any registered transfer agent which fails to comply
with paragraph (a) of this section with respect to any month shall,
within ten business days following the end of such month, file with the Commission
and the transfer agent's appropriate regulatory agency, if it is not the Commission,
a written notice in accordance with paragraph (h) of this section.
Such notice shall state the number of routine items and the number of non-routine
items received for transfer during the month, the number of routine items which the
registered transfer agent failed to turnaround in accordance with the requirements
of paragraph (a) of this section, the percentage that such routine
items represent of all routine items received during the month, the reasons for such
failure, the steps which have been taken, are being taken or will be taken to prevent
a future failure and the number of routine items, aged in increments of one business
day, which as of the close of business on the last business day of the month have
been in its possession for more than four business days and have not been turned
around.
Any registered transfer agent which fails to comply
with paragraph (b) of this section with respect to any month shall,
within ten business days following the end of such month, file with the Commission
and the transfer agent's appropriate regulatory agency, if it is not the Commission,
a written notice in accordance with paragraph (h) of this section.
Such notice shall state the number of items received for processing during the month,
the number of items which the registered transfer agent failed to process in accordance
with the requirements of paragraph (b) of this section, the percentage
that such items represent of all items received during the month, the reasons for
such failure and the steps which have been taken, are being taken or will be taken
to prevent a future failure and the number of items which as of the close of business
on the last business day of the month have been in the transfer agent's possession
for more than the time allowed for processing and have not been processed.
Except as provided in paragraph (e)2
of this section, all routine items not turned around within three business days of
receipt as required by paragraph (a) of this section and all items
not processed within the periods required by paragraph (b) of this
section shall be turned around promptly, and all nonroutine items shall receive diligent
and continuous attention and shall be turned around as soon as possible.
A transfer agent that is exempt under Rule
17Ad-4(b) and that has received 30 days notice of depository-eligibility of an
issue for which it performs transfer agent functions shall turnaround ninety percent
of all routine items received during a month within five business days of receipt.
Such transfer agent shall devote diligent and continuous attention to the remaining
ten percent of routine items and shall turnaround these items as soon as possible.
A registered transfer agent which receives items at
locations other than the premises at which it performs transfer agent functions shall
have appropriate procedures to assure, and shall assure, that items are forwarded
to such premises promptly.
A registered transfer agent which receives processed
items from an outside registrar shall have appropriate procedures to assure, and
shall assure, that such items are made available promptly to the presentor.
Any notice required by this section or Rule
17Ad-4 shall be filed as follows:
Any notice required to be filed with the Commission
shall be filed in triplicate with the principal office of the Commission in Washington,
DC 20549 and, in the case of a registered transfer agent for which the Commission
is the appropriate regulatory agency, an additional copy shall be filed with the
Regional Office of the Commission for the region in which
the registered transfer agent has its principal office for transfer agent activities.
Any notice required to be filed with the Comptroller
of the Currency shall be filed with the Office of the Comptroller of the Currency,
Administrator of National Banks, Washington, DC 20219.
Any notice required to be filed with the Board of
Governors of the Federal Reserve System shall be filed with the Board of Governors
of the Federal Reserve System, Washington, DC 20251 and with the Federal Reserve
Bank of the district in which the registered transfer agent's principal banking operations
are conducted.
Any notice required to be filed with the Federal
Deposit Insurance Corporation shall be filed with the Federal Deposit Insurance Corporation,
Washington, DC 20429.
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