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8000 - Miscellaneous Statutes and Regulations
* * * * *
§ 240.17Ac2--2 Annual reporting requirement for registered
transfer agents.
(a) Every transfer agent registered on December 31 must file a
report covering the reporting period on Form TA--2 (§ 249b.102 of
this chapter) by March 31 following the end of the reporting period.
Form TA--2 must be completed in accordance with the instructions
contained in the Form. A transfer agent may file an amendment to Form
TA--2 pursuant to the instructions on the form to correct information
that has become inaccurate, incomplete, or misleading. A transfer agent
may file an amendment at any time; however, in order to be timely
filed, all required portions of the form must be completed and filed in
accordance with this section and the instructions to the form by the
date the form is required to be filed with the Commission.
(1) A registered transfer agent that received fewer than 1,000
items for transfer in the reporting period and that did not maintain
master securityholder files for more than 1,000 individual
securityholder accounts as of December 31 of the reporting period must
complete Questions 1 through 5, 11, and the signature section of Form
TA--2.
(2) A named transfer agent that engaged a service company to
perform all of its transfer agent functions during the reporting period
must complete Questions 1 through 3 and the signature section of Form
TA--2.
(3) A named transfer agent that engaged a service company to
perform some but not all of its transfer agent functions during the
reporting period must complete all of Form TA--2 but should enter zero
(0) for those questions that relate to transfer agent functions
performed by the service company on behalf of the named transfer agent.
(b) For purposes of this section, the term reporting
period shall mean the calendar year ending December 31 for which
Form TA--2 is being filed. The term named transfer agent
shall have the same meaning as defined in
§ 240.17Ad--9(j). The
term service company shall have the same meaning as defined
in § 240.17Ad--9(k).
(c) Every annual report and amendment filed pursuant to this
section shall be filed with the Commission electronically in the
Commission's EDGAR system. Transfer agents should refer to Form TA--2
and the instructions to the form (§ 249b.102 of this chapter) and the
EDGAR Filer Manual (§ 232.301 of this chapter) for further
information regarding electronic filing. Every registered transfer
agent must file an electronic Form TA--1 with the Commission, or an
electronic amendment to its Form TA--1 if the transfer agent previously
filed a paper Form TA--1 with the Commission, before it may file an
electronic Form TA--2 or Form TA--W with the Commission.
[Codified to 17 C.F.R. § 240.17Ac2--2]
[Section 240.17Ac2--2 added at 51 Fed. Reg. 12127, April 9, 1986,
effective May 9, 1986; 65 Fed. Reg. 36610, June 9, 2000, effective July
10, 2000; amended at 71 Fed. Reg. 74708, December 12, 2006, effective
January 11, 2007]
* * * * *
{{10-31-07 p.9432.16-A}}
Turnaround Requirements for Registered Transfer Agents—17Ad–1
through 17Ad–7
§ 240.17Ad--1 Definitions.
As used in this section and §§ 240.17Ad--2, 240.17Ad--3,
240.17Ad--4, 240.17Ad--5, 240.17Ad--6, and 240.17Ad--7:
(a)(1) The term "item" means:
(i) A certificate or certificates of the same issue of securities
covered by one ticket (or, if there is no ticket, presented by one
presentor) presented for transfer, or an instruction to a transfer
agent which holds securities registered in the name of the presentor to
transfer or to make available all or a portion of those securities;
(ii) Each line on a "deposit shipment control list" or a
"withdrawal shipment control list" submitted by a registered
clearing agency; or
(iii) In the case of an outside registrar, each certificate to be
countersigned.
(2) If a "deposit shipment control list" or "withdrawal
shipment control list" contains both routine and non-routine
transfer instructions, a registered transfer agent shall at its
option:
{{10-31-00 p.9432.17}}
(i) Retain all transfer instructions listed on the shipment
control list and treat each line on the shipment control list as a
routine item; or
(ii) Return promptly to the registered clearing agency a shipment
control list line containing non-routine transfer instructions
(together with a copy of the shipment control list, an explanation for
the return instructions and all routine transfer instructions reflected
on the same line) and treat each line on the shipment control list that
reflects retained transfer instructions as a routine item.
(3) A "deposit shipment control list" means a list of
transfer instructions that accompanies certificates to be cancelled and
reissued in the nominee name of a registered clearing agency.
(4) A "withdrawal shipment control list" means a list of
instructions (either in paper or electronic medium) that:
(i) Directs issuance of certificates in the names of persons or
entities other than the registered clearing agency; and
(ii) Accompanies certificates to be cancelled which are
registered in the nominee name of a registered clearing agency, or
directs the transfer agent to reduce certificate or position balances
maintained by the transfer agent on behalf of a registered clearing
agency under that clearing agency's transfer agent custody
program.
{{10-31-86 p.9433}}
(b) The term "outside registrar" with respect to a transfer
item means a transfer agent which performs only the registrar function
for the certificate or certificates presented for transfer and includes
the persons performing similar functions with respect to debt issues.
(c) An item is "made available" when
(1) In the case of an item for which the services of an outside
registrar are not required, or which has been received from an outside
registrar after processing, the transfer agent dispatches or mails the
item to, or the item is awaiting pick-up by, the presentor or a person
designated by the presentor, or
(2) In the case of an item for which the services of an outside
registrar are required, the transfer agent dispatches or mails the item
to, or the item is awaiting pick-up by, the outside registrar, or
(3) In the case of an item for which an outside registrar has
completed processing, the outside registrar dispatches or mails the
item to, or the item is awaiting pick-up by, the presenting transfer
agent.
(d) The "transfer" of an item is accomplished when, in
accordance with the presentor's instructions, all acts necessary to
cancel the certificate or certificates presented for transfer and to
issue a new certificate or certificates, including the performance of
the registrar function, are completed and the item is made available to
the presentor by the transfer agent, or when, in accordance with the
presentor's instructions, a transfer agent which holds securities
registered in the name of the presentor completes all acts necessary to
issue a new certificate or certificates representing all or a portion
of those securities and makes available the new certificate or
certificates to the presentor or a person designated by the presentor
or, with respect to those transfers of record ownership to be
accomplished without the physical issuance of certificates, completes
registration of change in ownership of all or a portion of those
securities.
(e) The "turnaround" of an item is completed when transfer is
accomplished or, when an outside registrar is involved, the transfer
agent in accordance with the presentor's instructions completes all
acts necessary to cancel the certificate or certificates presented for
transfer and to issue a new certificate or certificates, and the item
is made available to an outside registrar.
(f) The term "process" means the accomplishing by an outside
registrar of all acts necessary to perform the registrar function and
to make available to the presenting transfer agent the completed
certificate or certificates or to advise the presenting transfer agent,
orally or in writing, why performance of the registrar function is
delayed or may not be completed.
(g) The "receipt" of an item or a written inquiry or request
occurs when the item or written inquiry or request arrives at the
premises at which the transfer agent performs transfer agent functions,
as defined in section 3(a)(25)
of the Act.
(h) A "business day" is any day during which the transfer
agent is normally open for business and excludes Saturdays, Sundays,
and legal holidays, or other holidays normally observed by the transfer
agent.
(i) An item is "routine" if it does not (1) require
requisitioning certificates of an issue for which the transfer agent,
under the terms of its agency, does not maintain a supply of
certificates; (2) include a certificate as to which the transfer agent
has received notice of a stop order, adverse claim, or any other
restriction on transfer; (3) require any additional certificates,
documentation, instructions, assignments, guarantees, endorsements,
explanations, or opinions of counsel before transfer may be effected;
(4) require review of supporting documentation other than assignments,
endorsements or stock powers, certified corporate resolutions,
signature, or other common and ordinary guarantees, or appropriate tax,
or tax waivers; (5) involve a transfer in connection with a
reorganization, tender offer, exchange, redemption, or liquidation; (6)
include a warrant, right, or convertible security presented for
transfer of record ownership within five business days before any day
upon which exercise or conversion privileges lapse or change; (7)
include a warrant, right, or convertible security presented for
exercise or conversion; or (8) include a security of an issue which
within the
{{10-31-86 p.9434}}previous
15 business days was offered to the public, pursuant to a registration
statement effective under the Securities Act of 1933, in an offering
not of a continuing nature.
(j) The term "depository-eligible securities issue" means an
issue of securities that is eligible for deposit at any securities
depository that is registered with the Commission under the Securities
Exchange Act of 1934 as a clearing agency.
[Codified to 17 C.F.R. § 240.17Ad-1]
[Section 240.17Ad-1 added at 42 Fed. Reg. 32411, June 24,
1977, effective October 3, 1977; amended at 50 Fed. Reg. 40575, October
17, 1984, effective December 31, 1984; 51 Fed. Reg. 36551, October 14,
1986, effective January 1,
1987]
§ 240.17Ad-2 Turnaround, processing, and forwarding of
items.
(a) 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.
(b) Every registered 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 purpose of paragraphs (b) and (d) of this
section, "items received" shall not include any item enumerated
in § 240.17Ad-1(i)(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.
(c) 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
position for more than four business days and have not been turned
around.
(d) 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.
(e)(1) 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.
{{10-31-86 p.9434.01}}
(2) A transfer agent that is exempt under § 240.17Ad-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.
(f) 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.
(g) 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.
(h) Any notice required by this section or § 240.17Ad-4 shall be
filed as follows:
(1) Any notice required to be filed with the Commission shall be
filed in triplicate with the principal office of the Commission in
Washington, D.C. 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.
(2) 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, D.C. 20219.
(3) 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, D.C. 20251 and
with the Federal Reserve Bank of the district in which the registered
transfer agent's principal banking operations are conducted.
(4) Any notice required to be filed with the Federal Deposit
Insurance Corporation shall be filed with the Federal Deposit Insurance
Corporation, Washington, D.C. 20429.
[Codified to 17 C.F.R. § 240.17Ad-2]
[Section 240.17Ad-2 added at 42 Fed. Reg. 32412, June 24, 1977,
subsections (a), (b), and (e) effective January 2, 1978 and subsections
(c), (d), (f), (g) and (h) effective October 3, 1977; amended at 50
Fed. Reg. 40575, October 17, 1984, effective December 31,
1984]
§ 240.17Ad-3 Limitations on expansion.
(a) Any registered transfer agent which is required to file any
notice pursuant to § 240.17Ad-2 (c) or (d) for each of three
consecutive months shall not, from the fifth business day after the end
of the third such month until the end of the next following period of
three successive months during which no such notices have been
required:
(1) Initiate the performance of any transfer agent function or
activity for an issue for which the transfer agent does not perform, or
is not under agreement to perform, transfer agent functions prior to
such fifth business day; and
(2) With respect to an issue for which transfer agent functions
are being performed on such fifth business day, intitiate for that
issue the performance of an additional transfer agent function or
activity which the transfer agent does not perform, or is not under
agreement to perform, prior to such fifth business day.
(b) Any registered transfer agent which for each of two consecutive
months fails to turn around at least 75% of all routine items in
accordance with the requirements of § 240.17Ad-2(a) or to process at
least 75% of all items in accordance with the requirements of
§ 240.17Ad-2(b) shall be subject to the limitations imposed by
paragraph (a) of this section and further shall, within twenty business
days after the close of the second such month, send to the chief
executive officer of each issuer for which such registered transfer
agent acts a copy of the written notice filed pursuant to
§ 240.17Ad-2 (c) or (d) with respect to the second such month.
[Codified to 17 C.F.R. § 240.17Ad-3]
{{2-28-86 p.9435}}
[Section 240.17Ad-3 added at 42 Fed. Reg. 32412, June 24, 1977,
effective January 2,
1978]
§ 240.17Ad-4 Applicability of §§ 240.17Ad-2, 240.17Ad-3 and
240.17Ad-6(a)(1) through (7) and (11).
(a) Sections 240.17Ad-2, 240.17Ad-3 and 240.17Ad-6(a)(1) through
(7) and (11) shall not apply to interests in limited partnerships, to
redeemable securities of investment companies registered under
Section 8 of the Investment
Company Act of 1940, or to interests in dividend reinvestment programs.
(b)(1) For purposes of this section, "exempt transfer agent"
means a transfer agent that during any six consecutive months shall
have received fewer than 500 items for transfer and fewer than 500
items for processing.
(2) Except as provided in paragraph (c) of this section, an
exempt transfer agent that satisfies the requirements of paragraph
(b)(3) shall be exempt from the provisions of §§ 240.17Ad-2(a), (b),
(c), (d) and (h), 240.17Ad-3 and 240.17Ad-6(a)(2) through (7) and (11).
(3) Within ten business days following the close of the sixth
consecutive month described in paragraph (b)(1) of this section, an
exempt transfer agent shall:
(i) If its appropriate regulatory agency is either the
Commission or the Office of the Comptroller of the Currency, prepare
and maintain in its possession a document certifying that the transfer
agent qualifies as exempt under paragraph (b)(1) of this section; or
(ii) If its appropriate regulatory agency is either the Board of
Governors of the Federal Reserve System or the Federal Deposit
Insurance Corporation, file with the appropriate regulatory agency a
notice certifying that it qualifies as exempt under paragraph (b)(1) of
this section.
(c) Within five business days following the close of each month,
every exempt transfer agent shall calculate the number of items which
it received during the preceding six months. Whenever any exempt
transfer agent no longer qualifies as such under paragraph (b)(1),
within ten business days after the end of such month: (1) It shall
prepare and maintain in its possession a document so stating, if
subject to paragraph (b)(3)(i) of this section; or (2) it shall file
with its appropriate regulatory agency a notice to that effect, if
subject to paragraph (b)(3)(ii) of this section. Thereafter, beginning
with the first month following the month in which such document is
required to be prepared or such notice is required to be filed, the
registered transfer agent no longer shall be exempt under paragraph (b)
of this section. Any registered transfer agent which has ceased to be
an exempt transfer agent under this paragraph shall not qualify again
for exemption until it has conducted its transfer agent operations
pursuant to the foregoing sections for six consecutive months following
the month in which it was required to prepare the document or prepare
and file the notice specified in this paragraph.
[Codified to 17 C.F.R. § 240.17Ad-4]
[Section 240.17Ad-4 added at 42 Fed. Reg. 32412, June 24, 1977,
effective October 3, 1977; amended at 48 Fed. Reg. 28246, June 21,
1983, effective July 25,
1983]
§ 240.17Ad-5 Written inquiries and requests.
(a) When any person makes a written inquiry to a registered
transfer agent concerning the status of an item presented for transfer
during the preceding six months by such person or anyone acting on his
behalf, which inquiry indentifies the issue, the number of shares (or
principal amount of debt securities or number of units if relating to
any other kind of security) presented, the approximate date of
presentment and the name in which it is registered, the registered
transfer agent shall, within five business days following receipt of
the inquiry, respond, stating whether the item has been received; if
received, whether it has been transferred; if received and not
transferred, the reason for the delay and what additional matter, if
any, is necessary before transfer may be effected; and, if received and
transferred, the date and manner in which the completed item was made
available, the addressee and address to which it was made available and
the number of any new certificate which was
{{2-28-86 p.9436}}registered
and the name in which it was registered. If a new certificate is
dispatched or mailed to the presentor within five business days
following receipt of an inquiry pertaining to that certificate, no
further reponse to the inquiry shall be required pursuant to this
paragraph.
(b) When any broker-dealer requests in writing that a registered
transfer agent acknowledge the transfer instructions and the possession
of a security presented for transfer by such broker-dealer or
revalidate a window ticket with respect to such security and the
request identifies the issue, the number of shares (or principal amount
of debt securities or number of units if relating to any other kind of
security), the approximate date of presentment, the certificate number
and the name in which it is registered, every registered transfer agent
shall, within five business days following receipt of the request, in
writing, confirm or deny possession of the security, and, if the
registered transfer agent has possession, (1) acknowledge the transfer
instructions or (2) revalidate the window ticket. If a new certificate
is dispatched or mailed to the presentor within five business days
following receipt of a request pertaining to that certificate, no
further response to the inquiry shall be required pursuant to this
paragraph.
(c) When any person, or anyone acting under his authority, requests
in writing that a transfer agent confirm possession as of a given date
of a certificate presented by such person during the 30 days before the
date the inquiry is received and the request identifies the issue, the
number of shares (or principal amount of debt securities or number of
units if relating to any other kind of security), the approximate date
of presentment, the certificate number and the name in which the
certificate was registered, every registered transfer agent shall,
within ten business days following receipt of the request and upon
assurance of payment of a reasonable fee if required by such transfer
agent, make available a written response to such person, or anyone
acting under his authority, confirming or denying possession of such
security as of such given date.
(d) When any person requests in writing a transcript of such
person's account with respect to a particular issue, either as the
account appears currently or as it appeared on a specific date not more
than six months prior to the date the registered transfer agent
receives the request, every registered transfer agent shall, within
twenty business days following receipt of the request and upon
assurance of payment of a reasonable fee if required by such transfer
agent, make available to such person a transcript, ledger or statement
of account in sufficient detail to permit reconstruction of such
account as of the date for which the transcript was requested.
(e)(1) Response to Written Inquiries Concerning Dividend and
Interest Payments. A registered transfer agent shall respond,
within ten business days of receipt, to current claims that contain
sufficient detail. A registered transfer agent shall respond, within
twenty business days of receipt, to aged claims that contain sufficient
detail. The response shall indicate in writing that the inquiry has
been received, whether the claim requires further research and, if so,
a reasonable estimate of how long that research may take. If no further
research is required, the response shall indicate whether that claim is
being or will be paid and, if not, the reason for not paying the claim.
A registered transfer agent shall devote diligent attention to
unresolved inquiries and shall resolve all inquiries as soon as
possible.
(2) Misdirected Written Inquiries Concerning Dividend and
Interest Payments. In the event that a transfer agent is not the
dividend disbursing or interest paying agent for an issue that is the
subject of a claim under this section, but performed those or any
transfer agent services for that issue within the preceding three
years, the transfer agent shall provide in writing to the inquirer,
within ten business days of receipt of the inquiry, the name and
address of the current dividend disbursing or interest paying agent. If
the transfer agent did not perform those or other transfer agent
services for the issue within the preceding three years, the transfer
agent must respond to the inquiry and may respond by returning the
inquiry with a statement that the transfer agent is not the current
dividend disbursing or interest paying agent and that it does not know
the name and address of the current dividend disbursing or interest
paying agent.
(3) As used in this paragraph:
{{2-28-86 p.9436.01}}
(i) A "current claim" means a written inquiry concerning
non-payment or incorrect payment of dividends or interest, the payment
date for which occurred within the preceding six months.
(ii) An "aged claim" means a written inquiry concerning
non-payment or incorrect payment of dividends or interest, the payment
date for which occurred more than six months before the inquiry.
(iii) "Sufficient detail" means a written inquiry or
request that identifies: the issue; the name(s) in which the securities
are registered; the number of shares (or principal amount of debt
securities or number of units for any other kind of security) involved;
the approximate record date(s) or payment date(s) relating to the
claim; and, with respect to registered broker-dealers, registered
clearing agencies, or banks, certificate numbers.
(f) Telephone Response. (1) A transfer agent may
satisfy the written response requirements of this section by a
telephone response to the inquirer if:
(i) The telephone response resolves that inquiry; and
(ii) The inquirer does not request a written response.
(2) When any person makes a written inquiry or request that would
qualify under paragraph (e) of this section except that it fails to
provide sufficient detail as specified in paragraph (e)(3)(iii), a
registered transfer agent may telephone the inquirer to obtain the
necessary additional detail within the time periods specified in
paragraph (e)(1). If the transfer agent does not receive the additional
detail within ten business days, the transfer agent immediately shall
make a written request for the additional information.
(g)(1) When any person makes a written inquiry or request which
would qualify under paragraphs (a), (b), (c), or (d) of this section
except that it fails to provide all of the information specified in
those paragraphs, or requests information which refers to a time
earlier than the time periods specified in those paragraphs, a
registered transfer agent shall confirm promptly receipt of the inquiry
or request and respond to it as soon as possible.
(2) When any person makes a written inquiry or request which
would qualify under paragraph (e) of this section except that it fails
to provide sufficient detail as specified in paragraph (e)(3)(iii), a
registered transfer agent must respond to the inquiry within the time
periods specified in paragraph (e)(1). A registered transfer agent may
respond to such an inquiry in accordance with paragraph (e)(1) as
though sufficient detail had been provided, or may return it to the
inquirer, requesting the additional necessary details.
[Codified to 17 C.F.R. § 240.17Ad-5]
[Section 240.17Ad-5 added at 42 Fed. Reg. 32413, June 24, 1977,
effective January 2, 1978; 42 Fed. Reg. 62129, December 9, 1977,
effective January 9, 1978; 51 Fed. Reg. 5707, February 18, 1986,
effective April 1,
1986]
§ 240.17Ad-6 Recordkeeping.
(a) Every registered transfer agent shall make and keep current the
following:
(1) A receipt, ticket, schedule, log or other record showing the
business day each routine item and each non-routine item is (i)
received from the presentor and, if applicable, from the outside
registrar and (ii) made available to the presentor and, if applicable,
to the outside registrar;
(2) A log, tally, journal, schedule or other record showing for
each month;
(i) The number of routine items received;
(ii) The number of routine items received during the month that
were turned around within three business days of receipt;
(iii) The number of routine items received during the month that
were not turned around within three business days of receipt;
(iv) The number of non-routine items received during the month;
(v) The number of non-routine items received during the months
that were turned around;
(vi) The number of routine items that, as of the close of
business on the last business day of each month, have been in such
registered transfer agent's possession for more
{{6-29-01 p.9437}}than four
business days, aged in increments of one business day (beginning on the
fifth business day); and
(vii) The number of non-routine items in such registered transfer
agent's possession as of the close of business on the last business day
of each month;
(3) With respect to items for which the registered transfer agent
acts as an outside registrar:
(i) A receipt, ticket, schedule, log or other record showing the
date and time:
(A) Each item is (1) received from the presenting transfer agent
and (2) made available to the presenting transfer agent;
(B) Each written or oral notice of refusal to perform the
registrar function is made available to the presenting transfer agent
(and the substance of the notice); and
(ii) A log, tally, journal, schedule, or other record showing for
each month:
(A) The number of items received;
(B) The number of items processed within the time required
by § 240.17Ad--2(b); and
(C) The number of items not processed within the time required
by § 240.17Ad--2(b);
(4) A record of calculations demonstrating the registered
transfer agent's monitoring of its performance under § 240.17Ad--2(a)
and (b);
(5) A copy of any written notice filed pursuant to
§ 240.17Ad--2;
(6) Any written inquiry or request, including those not subject
to the requirements of § 240.17Ad--5, concerning an item, showing the
date received; a copy of any written response to an inquiry or request,
showing the date dispatched or mailed to the presentor, if no response
to an inquiry or request was made, the date the certificate involved
was made available to the presentor; or, in the case of an inquiry or
request under § 240.17Ad--5(a) responded to by telephone, a telephone
log or memorandum showing the date and substance of any telephone
response to the inquiry;
(7) A log, journal, schedule, or other record showing the number
of inquiries subject to § 240.17Ad--5(a), (b), (c) and (d) received
during each month but not responded to within the required time frames
and the number of such inquiries pending as of the close of business on
the last business day of each month.
(8) Any document, resolution, contract, appointment or other
writing, and any supporting document, concerning the appointment and
the termination of such appointment of such registered transfer agent
to act in any capacity for any issue on behalf of the issuer, on behalf
of itself as the issuer or on behalf of any person who was engaged by
the issuer to act on behalf of the issuer;
(9) Any record of an active (i.e., unreleased) stop order, notice
of adverse claim or any other restriction on transfer;
(10) A copy of any transfer journal and registrar journal
prepared by such registered transfer agent; and
(11) any document upon which the transfer agent bases its
determination that an item received for transfer was received in
connection with a reorganization, tender offer, exchange, redemption,
liquidation, conversion or the sale of securities registered pursuant
to the Securities Act of 1933 and, accordingly, was not routine under
§ 240.17Ad--1(i)(5) or (8).
(b) Every registered transfer agent which, under the terms of its
agency, maintains securityholder records for an issue or which acts as
a registrar for an issue shall, with respect to such issue, obtain from
the issuer or its transfer agent and retain documentation setting forth
the total number of shares or principal amount of debt securities or
total number of units if relating to any other kind of security
authorized and the total issue and outstanding pursuant to issued
authorization.
(c) Every registered transfer agent which, under the terms of its
agency, maintains securityholder records for an issue shall, with
respect to such issue, retain each cancelled registered bond,
debenture, share, warrant, or right, other registered evidence of
indebtedness, or other certificate of ownership and all accompanying
documentation, except legal papers returned to the
presentor.
{{6-29-01 p.9438}}
[Codified to 17 C.F.R. § 240.17Ad--6]
[Section 240.17Ad--6 added at 42 Fed. Reg. 32413, June 24,
1977, effective January 2,
1978]
§ 240.17Ad--7 Record retention.
(a) The records required by § 240.17Ad--6(a), (1), (3)(i), (6) or
(11) shall be maintained for a period of not less than two years, the
first six months in an easily accessible place.
(b) The records required by § 240.17Ad--6(a)(2), (3)(ii), (4),
(5) or (7) shall be maintained for a period of not less than two years,
the first year in an easily accessible place.
(c) The records required by § 240.17Ad--6(a)(8), (9) and (10) and
(b) shall be maintained in an easily accessible place during the
continuance of the transfer agency and shall be maintained for one year
after the termination of the transfer agency.
(d) The records required by § 240.17Ad--6(c) shall be maintained
for a period of not less than six years, the first six months in an
easily accessible place.
(e) Every registered transfer agent shall maintain in an easily
accessible place:
(1) All records required under
§ 240.17f--2(d) until
at least three years after the termination of employment of those
persons required by § 240.17f--2 to be fingerprinted; and
(2) All records required pursuant to § 240.17f--2(e).
(f)(1) For purposes of this section:
(i) The term micrographic media means microfilm or
microfiche or any similar medium.
(ii) The term electronic storage media means any
digital storage medium or system.
(iii) The term ARA means your appropriate regulatory
agency as that term is defined in 15 U.S.C. 78c(a)(34).
(2) If you as a registered transfer agent use electronic storage
media or micrographic media to store your records, you must:
(i) Have available at all times for examination by the staffs of
the Commission and of your ARA facilities to project or produce
immediately easily readable images of such records;
(ii) Be ready at all times to provide such records that the
staffs of the Commission and your ARA or their representatives may
request;
(iii) Create an accurate index of such records, store the index
with those records, and have the index available at all times for
examination by the staffs of the Commission and your ARA;
(iv) Have quality assurance procedures to verify the quality and
accuracy of the electronic or micrographic recording process; and
(v) Maintain separately from the originals duplicates of the
records and the index that you store on electronic storage media or
micrographic media. You may store the duplicates of the indexed records
on any medium permitted by this section. You must preserve the
duplicate records and index for the same time that is required by this
section for the indexed records, and you must have them available at
all times for examination by the staffs of the Commission and your ARA.
(3) Any electronic storage media that you use to store your
records must:
(i) Ensure the security and integrity of the records by means of
manual and automated controls that assure the authenticity and quality
of the electronic facsimile, detect attempts to alter or remove the
records, and provide means to recover altered, damaged, or lost records
resulting from any cause;
(ii) Externally label all removable units of storage media using
a unique identifier that allows the manual association of that
removable storage unit with its place and order in the recordkeeping
system; and
(iii) Uniquely identify files and internally label each file with
its unique name, the date and time of file creation, the date and time
of last modification or extension, and a file sequence number when the
file spans more than one volume.
{{10-31-07 p.9438.01}}
(4) If you use electronic storage media or micrographic media to
store your records, you must establish an audit system that accounts
for the inputting of and any changes to every record that is stored on
electronic storage media or micrographic media. The results of such
audit system must:
(i) Be available at all times for examination by the staffs of
the Commission and your ARA; and
(ii) Be preserved for the same time that is required by this
section for the underlying records.
(5) If you use electronic storage media or micrographic media to
store your records, you must:
(i) Maintain, keep current, and provide promptly upon request by
the staffs of the Commission and your ARA all information necessary to
access the records and indexes stored on electronic storage media or
micrographic media; and
(ii) Place in escrow with an independent third party and keep
current a copy of the physical and logical format of the electronic
storage or micrographic media, the field format of all different
information types written on the electronic storage media and source
code, and the appropriate documentation and information necessary to
access records and indexes. The independent escrow agent must file an
undertaking signed by a duly authorized person with the Commission and
your ARA stating that:
"[Name of Third Party] hereby undertakes to
furnish promptly upon request to the U.S. Securities and Exchange
Commission, its designees, or representatives, upon reasonable request,
a current copy of the physical and logical format of the electronic
storage or micrographic media, the field format of all different
information types written on the electronic storage media and source
code, and the appropriate documentation and information necessary to
access the records and indexes of [Name of Transfer Agent]'s
electronic records management system.
(6)(i) If you use a third party to maintain or preserve
some or all of the required records using electronic storage media or
micrographic media, such third party shall file a written undertaking
signed by a duly authorized person with the Commission and your ARA
stating that:
"With respect to any books and records
maintained or preserved on behalf of [Name of Transfer Agent], [Name
of Third Party] hereby undertakes to permit examination of such books
and records at any time or from time to time during business hours by
representatives or designees of the U.S. Securities and Exchange
Commission, and to promptly furnish to said Commission or its designee
true, correct, complete, and current hard copies of any or all or any
part of such books and records."
(ii) Agreement with a third party to maintain your
records shall not relieve you from the responsibility to prepare and
maintain records as specified in this section or in § 240.17Ad--6.
(g) If the records required to be maintained and preserved by a
registered transfer agent pursuant to the requirements of
§§ 240.17Ad--6 and 240.17Ad--7 are maintained and preserved on
behalf of the registered transfer agent by an outside service bureau,
other recordkeeping service or the issuer, the registered transfer
agent shall obtain, from such outside service bureau, other
recordkeeping service or the issuer, an agreement, in writing, to the
effect that:
(1) Such records are subject at any time, or from time to time to
reasonable periodic, special, or other examinations by representatives
of the Commission and the appropriate regulatory agency for such
registered transfer agent, if it is not the Commission; and
(2) The outside service bureau, recordkeeping service, or issuer
will furnish to the Commission and the appropriate regulatory agency,
upon demand, at either the principal office or at any regional office,
complete, correct and current hard copies of any and all such records.
(h) When a registered transfer agent ceases to perform transfer
agent functions for an issue, the responsibility of such transfer agent
under § 240.17Ad--7 to retain the records required to be made and
kept current under § 240.17Ad--6(a) (1), (6), (9), (10), and (11)(b)
and (c) shall end upon the delivery of such records to the successor
transfer agent.
{{10-31-07 p.9438.02}}
(i) The records required by §§ 240.17Ad--17(c) and
240.17Ad--19(c) shall be maintained for a period of not less than three
years, the first year in an easily accessible place.
[Codified to 17 C.F.R. § 240.17Ad--7]
[Section 240.17Ad-7 added at 42 Fed. Reg. 32414, June 24,
1977, effective January 2, 1978; amended at 47 Fed. Reg. 54062,
December 1, 1982, effective November 22, 1982; 62 Fed. Reg. 52237,
October 7, 1997, effective December 8, 1997; 66 Fed. Reg. 21659, May 1,
2001, effective May 31, 2001; 68 Fed. Reg. 74401, December 23, 2003,
effective January 22, 2004]
§ 240.17Ad-8 Securities position listings.
(a) For purposes of this section, the term "securities position
listing" means, with respect to the securities of any issuer held by
a registered clearing agency in the name of the clearing agency or its
nominee, a list of those participants in the clearing agency on whose
behalf the clearing agency holds the issuer's securities and of the
participants' respective positions in such securities as of a specified
date.
(b) Upon request, a registered clearing agency shall furnish a
securities position listing promptly to each issuer whose securities
are held in the name of the clearing agency or its nominee. A
registered clearing agency may charge issuers requesting securities
position listings a fee designed to recover the reasonable costs of
providing the securities position listing to the issuer.
[Codified to 17 C.F.R. § 240.17Ad-8]
[Section 240.17Ad-8 added at 44 Fed. Reg. 76777, December 28, 1979,
effective January 28,
1980]
§ 240.17Ad-9 Definitions.
As used in this section and § § 240.17Ad-10,
240.17Ad-11, 240.17Ad-12 and 240.17Ad-13:
(a) "Certificate detail," with respect to certificated
securities, includes, at a minimum, all of the following, and with
respect to uncertificated securities, includes items (2) through (8):
(1) The certificate number;
(2) The number of shares for equity securities or the principal
dollar amount for debt securities;
(3) The securityholder's registration;
(4) The address of the registered securityholder;
(5) The issue date of the security;
(6) The cancellation date of the security;
(7) In the case of redeemable securities of investment companies,
an appropriate description of each debit and credit (i. e.,
designation indicating purchase, redemption, or transfer); and
(8) Any other identifying information about securities and
securityholders the transfer agent reasonably deems essential to its
recordkeeping system for the efficient and effective research of record
differences.
(b) "Master securityholder file" is the offical list of
individual securityholder accounts. With respect to uncertificated
securities of companies registered under the Investment Company Act of
1940, the master securityholder file may consist of multiple, but
linked, automated files.
(c) A "subsidiary file" is any list or record of accounts,
securityholders, or certificates that evidences debits or credits that
have not been posted to the master securityholder file.
(d) A "control book" is the record or other document that
shows the total number of shares (in the case of equity securities) or
the principal dollar amount (in the case of debt securities) authorized
and issued by the issuer.
(e) A "credit" is an addition of appropriate certificate
detail to the master securityholder file.
{{6-29-01 p.9438.02-A}}
(f) A "debit" is a cancellation of appropriate certificate
detail from the master securityholder file.
(g) A "record difference" occurs when either: (1) The total
number of shares or total principal dollar amount of securites in the
master securityholder file does not equal the number of shares or
principal dollar amount in the control book; or (2) the security
transferred or redeemed contains certificate detail different from the
certificate detail currently on the master securityholder file, which
difference cannot be immediately resolved.
(h) A "recordkeeping transfer agent" is the registered
transfer agent that maintains and updates the master security holder
file.
(i) A "co-transfer agent" is the registered transfer agent
that transfers securities but does not maintain and update the master
securityholder file.
(j) A "named transfer agent"is the registered transfer agent
that is engaged by an issuer to perform transfer agent functions for an
issue of securities but has engaged a service company to perform some
or all of those functions.
(k) A "service company" is the registered transfer agent
engaged by a named transfer agent to perform transfer agent functions
for that named transfer agent.
(l) A "file" includes automated and manual
records.
[Codified to 17 C.F.R. § 240.17Ad-9]
[Section 240.17Ad-9 added at 48 Fed. Reg. 28246, June 21, 1983,
effective September 30,
1983]
§ 240.17Ad-10 Prompt posting of certificate detail to master
securityholder files, maintenance of accurate securityholder files,
communications between co-transfer agents and recordkeeping transfer
agents, maintenance of current control book, retention of certificate
detail and "buy-in" of physical over-issuance.
(a)(1) Every recordkeeping transfer agent shall promptly and
accurately post to the master securityholder file debits and credits
containing minimum and appropriate certificate detail representing
every security transferred, purchased, redeemed or issued;
Provided, however, That if a security transferred or
redeemed contains certificate detail different from that currently
posted to the master securityholder file, the credit shall be posted to
the master securityholder file and the debit and related certificate
detail shall be maintained in a subsidiary file until resolved. The
recordkeeping transfer agent shall exercise diligent and continuous
attention to resolve the resulting record difference and, once
resolved, shall post to the master securityholder file the debit
maintained in the subsidiary file. Postings of certificate detail shall
remain on the master securityholder file until a debit to a
securityholder account is appropriate.
(2) As used in this paragraph, the term "promptly" means
the following number of days after issuance, purchase, transfer, or
redemption of a security:
(i) With respect to recordkeeping transfer agents (other than
transfer agents that perform transfer agent functions with respect to
redeemable securities issued by investment companies registered under
section 8 of the Investment Company Act of 1940) that are exempt
transfer agents under § 240.17Ad-4(b), 30 calendar days;
(ii) With respect to recordkeeping transfer agents (other than
transfer agents that perform transfer agent functions with respect to
redeemable securities issued by investment companies registered under
section 8 of the Investment
Company Act of 1940) that: (A) Perform transfer agent functions solely
for their own or their affiliated companies' securities issues, and (B)
employ batch posting systems, ten business days; and
(iii) With respect to all other recordkeeping transfer agents,
five business days; Provided, however, That all securities
transferred, purchased, redeemed or issued prior to record date, but
posted subsequent thereto, shall be posted as of the record date.
(3) With respect to posting certificate detail from transfer
journals received by the recordkeeping transfer agent from a
co-transfer agent, the time frames set forth in paragraph (a)(2) shall
commence upon receipt of those journals by the recordkeeping transfer
agent.
{{6-29-01 p.9438.02-B}}
(b) Every recordkeeping transfer agent shall maintain and keep
current an accurate master securityholer file and subsidiary files. If
such transfer agent has any record difference, its master
securityholder file and subsidiary files must accurately represent all
relevant debits and credits until the record difference is resolved.
The recordkeeping transfer agent shall exercise diligent and continuous
attention to resolve all record differences.
(c)(1) Every co-transfer agent shall dispatch or mail promptly to
the recordkeeping transfer agent a record of debits and credits for
every security transferred or issued. For the purposes of this
paragraph, "promptly" means within two business days following
transfer of each security, and, with respect to transfers occurring
within five business days of record date, daily.
{{2-28-86 p.9438.03}}
(2) Within three business days following the end of each month,
every co-transfer agent shall mail to the recordkeeping transfer agent
for each issue of securities for which it acts as a co-transfer agent,
a report setting forth:
(i) The principal dollar amount of debt securities or the number
of shares and related market value of equity securities comprising any
buy-in executed by the co-transfer agent during the preceding month
pursuant to paragraph (g) of this section; and
(ii) The reason for the buy-in.
(d) Every co-transfer agent shall respond promptly to all inquiries
from the recordkeeping transfer agent regarding records required to be
dispatched or mailed by the co-transfer agent pursuant to
§ 240.17Ad-10(c). For the purposes of this paragraph, "promptly''
means within five business days of receipt of an inquiry from a
recordkeeping transfer agent.
(e) Every recordkeeping transfer agent shall maintain and keep
current an accurate control book for each issue of securities. A change
in the control book shall not be made except upon written authorization
from a duly authorized agent of the issuer.
(f) Every recordkeeping transfer agent shall retain a record of all
certificate detail deleted from the master securityholder file for a
period of six years from the date of deletion. In lieu of maintaning a
hard copy, a recordkeeping transfer agent may comply with this
paragraph by complying with § 240.17Ad-7(f) or § 240.17Ad-7(g).
(g)(1) A registered transfer agent, in the event of any actual
physical overissuance that such transfer agent caused and of which it
has knowledge, shall, within 60 days of the discovery of such
overissuance, buy in securities equal to the number of shares in the
case of equity securities or the principal dollar amount in the case of
debt securities. During the sixty-day period, the registered transfer
agent shall devote diligent attention to resolving the overissuance and
recovering the certificates. This paragraph requires a buy-in only by
the transfer agent that erroneously issued the certificate(s) giving
rise to the physical overissuance, and applies only to those physical
overissuances created by transfers or issuances subsequent to September
30, 1983.
(2) If a transfer agent obtains a letter from the party holding
the overissued certificates that confirms that the overissued
certificate(s) will be returned to the transfer agent not later than
thirty days after the expiration of the sixty-day period, the transfer
agent need not buy in securities by the sixtieth day. If, however, the
certificate(s) are not returned to the transfer agent within the
additional thirty-day period, the transfer agent immediately must
execute the buy-in in accordance with paragraph (g)(1) of this section.
(3) If the certificates involved are covered by a surety bond
indemnifying the transfer agent for all expenses incurred as a result
of actual overissuance, the transfer agent need not buy in the
securities. The transfer agent, however, shall devote diligent
attention to resolving the overissuance and recovering the
certificates.
(4) For purposes of this paragraph, "discovery of the
overissuance" occurs when the transfer agent identifies the
erroneously issued certificate(s) and the registered securityholder(s).
(h) Subsequent to the effective date of this section, registered
transfer agents that:
(1) Assume the maintenance and updating of master securityholder
files from predecessor transfer agents,
(2) Establish a new master securityholder file for a particular
issue, or
(3) Convert from manual to automated systems, must carry over any
existing certificate detail required by this section on the master
securityholder file. A recordkeeping transfer agent shall not be
required to add certificate detail to the master securityholder file
respecting certificates issued prior to the effective date of this
section.
[Codified to 17 C.F.R. § 240.17Ad-10]
[Section 240.17Ad-10 added at 48 Fed. Reg. 28246, June 21,
1983, effective September 30, 1983; 51 Fed. Reg. 5708, February 18,
1986, effective April 1, 1986]
{{2-28-86 p.9438.04}}
240.17AD-11 Reports regarding aged record differences, buy-ins
and failure to post certificate detail to master securityholder and
subsidiary files.
(a) Definitions. (1) "Issuer capitalization"
means the market value of the issuer's authorized and outstanding
equity securities or, with respect to a municipal securities issuer,
the market value of all debt issues for which the transfer agent
performs recordkeeping functions on behalf of that issuer, determined
by reference to the control book and current market prices.
(2) An "aged record difference" is a record difference that
has existed for more than thirty calendar days.
(b) Reports to Issuers. (1) Within ten business days
following the end of each month, every recordkeeping transfer agent
shall report the information specified in paragraph (d)(1) of this
section to the persons specified in paragraph (b)(3) of this section,
when the aggregate market value of aged record differences in all
equity securities issues or debt securities issues maintained on behalf
of a particular issuer exceeds the thresholds set forth
| Issuer capitalization | Aggregate
market value of aged record differences exceeds
| For
equitysecurities |
For debtsecurities |
|---|
| (1) $5 million or less
|
$50,000 |
$100,000 |
| (2) Greater than $5
million but less than $50 million |
250,000 |
500,000 |
| (3)
Greater than $50 million but less than $150 million
|
500,000 |
1,000,000 |
| (4) Greater than $150 million
|
1,000,000 |
2,000,000
| |
|---|
(2) Within ten business days following the end of each
month (or within ten days thereafter in the case of a named transfer
agent that receives a report from a service company pursuant to
paragraph (b)(3)(i)(C)), every recordkeeping transfer agent shall
report the information specified in paragraph (d)(2) of this section to
the persons specified in paragraph (b)(3) of this section, with respect
to each issue of securities for which it acts as recordkeeping transfer
agent, concerning any securities bought-in pursuant to §240.17Ad-10(g)
or reported as bought-in pursuant to § 240.17Ad-10(c) during the
preceding month.
(3) The report shall be sent:
(i) By every recordkeeping transfer agent (other than a
recordkeeping transfer agent that performs transfer agent functions
solely for its own securities):
(A) To the official performing corporate secretary functions for
the issuer of the securities for which the aged record difference
exists or for which the buy-in occurred;
(B) With respect to an issue of municipal securities, to the
chief financial officer of the issuer of the securities for which the
aged record difference exists or for which the buy-in occurred; or
(C) If it acts as a service company, to the named transfer agent;
and
(ii) By every named transfer agent that is engaged by an issuer
to maintain and update the master securityholder file:
(A) to the official performing corporate secretary functions for
the issuer of the securities for which the aged record difference
exists or for which the buy-in occurred; or
(B) with respect to an issue of municipal securities, to the
chief financial officer of the issuer of the securities for which the
aged record difference exists or for which the buy-in occurred.
(c) Reports to Appropriate Regulatory Agencies.--(1)
Within ten business days following the end of each calendar quarter,
every recordkeeping transfer agent shall report
{{10-31-07 p.9438.05}}the
information specified in paragraph (d)(1) of this section to its
appropriate regulatory agency in accordance with § 240.17Ad-2(h),
when the aggregate market value of aged record differences for all
issues for which it performs recordkeeping functions exceeds the
thresholds specified below:
(i) $300,000 if it is a recordkeeping transfer agent for five or
fewer issues;
(ii) $500,00 for 6-24 issues;
(iii) $800,000 for 25-49 issues;
(iv) $1 million for 50-74 issues;
(v) $1.2 million for 75-99 issues;
(vi) $1.4 million for 100-499 issues;
(vii) $1.6 million for 500-999 issues;
(viii) $2.6 million for 1,000-1,999 issues; and
(ix) An additional $1 million for each additional 1,000 issues.
(2) Within ten business days following the end of each calendar
quarter, every recordkeeping transfer agent shall report the
information specified in paragraph (d)(2) of this section to its
appropriate regulatory agency in accordance with § 240.17Ad-2(h),
concerning buy-ins of all issues for which it acts as recordkeeping
transfer agent, when the aggregate market value of all buy-ins executed
pursuant to § 240.17Ad-10(g) during that calendar quarter exceeds
$100,000.
(3) When the recordkeeping transfer agent has any debits or
credits for securities transferred, purchased, redeemed or issued that
are unposted to the master securityholder and/or subsidiary files for
more than five business days after debits and credits are required to
be posted to the master securityholder file or subsidiary files
pursuant to § 240.17Ad-10, it shall immediately report such fact to
its appropriate regulatory agency in accordance with § 240.17Ad-2(h)
and shall state in that report what steps have been, and are being,
taken to correct the situation.
(d) Content of Reports. --(1) Each report pursuant to
paragraphs (b)(1) and (c)(1) of this section shall set forth with
respect to each issue of securities:
(i) The principal dollar amount and related market value of debt
securities or the number of shares and related market value of equity
securities comprising the aged record difference (including information
concerning aged record differences existing as of the effective date of
this section);
(ii) The reasons for the aged record difference; and
(iii) The steps being taken or to be taken to resolve the aged
record difference.
(2) Each report pursuant to paragraphs (b)(2) and (c)(2) of this
section shall set forth with respect to each issue of securities:
(i) The principal dollar amount of debt securities and related
market value or the number of shares and related market value of equity
securities comprising any buy-in executed pursuant to
§ 240.17Ad-10(g);
(ii) The party that executed the buy-in; and
(iii) The reason for the buy-in.
(e) For purposes of this section, the market value of an issue
shall be determined as of the last business day on which market value
information is available during the reporting period.
(f) A copy of any report required under this section shall be
retained by the reporting transfer agent for a period of not less than
three years, the first year in an easily accessible place.
[Codified to 17 C.F.R. § 240.17Ad-11]
[Section 240.17Ad-11 added at 48 Fed. Reg. 28247, June 21, 1983,
effective September 30,
1983]
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