[Federal Register Volume 60, Number 188 (Thursday, September 28, 1995)]
[Rules and Regulations]
[Pages 50091-50096]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-24032]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 200
[Release Nos. 33-7221; 34-36269; 35-26377; 39-2335; IA-1521; IC-21370]
Commission Records and Information; Incorporation by Reference
AGENCY: Securities and Exchange Commission.
ACTION: Final rule.
-----------------------------------------------------------------------
SUMMARY: The Securities and Exchange Commission is updating its Records
control schedule to identify new retention values for Commission
records and to expand the availability of certain records for
incorporation by reference into new filings.
EFFECTIVE DATE: October 30, 1995.
FOR FURTHER INFORMATION CONTACT: Wilson Butler, Associate Executive
Director, Ann Sykes, Associate Director, or Suzanne McHugh, Records
Officer, at (202) 942-8938, Office of Filings and Information Services,
Securities and Exchange Commission, Operations Center, 6432 General
Green Way, Alexandria, Virginia 22312.
SUPPLEMENTARY INFORMATION: The Commission is required to create records
containing accurate and complete documentation of its organization,
functions, policies, decisions, procedures, and essential transactions,
and to dispose of such records in accordance with prescribed standards.
44 U.S.C. 3102. The Commission's Records control schedule, at 17 CFR
200.80(f), states how long the Commission retains records on-site or at
the Federal Records Center pending disposition or transfer for
permanent retention to the National Archives and Records Administration
(``NARA'').\1\ The Commission is revising its Records control schedule
to state new, NARA-approved administrative retention values for many
Commission records.\2\ The schedule also has been reorganized, includes
certain new records, and identifies obsolete records. In addition,
since the retention values in the Records control schedule limit the
availability of Commission records for incorporation by reference (see
Rule 10(d) of Regulation S-K (17 CFR 229.10(d)),\3\ the amendment of
the schedule also changes the length of time that records that
previously have been filed with the Commission are available for
incorporation by reference into new filings.\4\ Amending the Records
control schedule is action with respect to a matter of agency
management and a rule of agency organization, procedure, or practice
within the meaning of the Administrative Procedure Act (5 U.S.C.
553(a)(2) and (b)(A), respectively) and therefore is not subject to the
Administrative Procedure Act's notice and comment requirement. For the
same reason, these amendments also are not subject to the Regulatory
Flexibility Act (5 U.S.C. 601-612).
\1\ The Records control schedule does not cover the Commission's
electronic records or its generally scheduled records pursuant to 36
CFR 1228.44.
\2\ The administrative retention value for a record is the
length of time that NARA has authorized that it be retained by an
agency for agency purposes.
\3\ Until recently, rule 10 was rule 24 of the Commission's
Rules of Practice. See Securities Exchange Act Release No. 34-35833
(June 9, 1995). Rule 10 provides, in pertinent part, that no
document on file with the Commission for more than five years may be
incorporated by reference except: ... (b) documents that the
registrant specifically identifies by physical location and by SEC
file number reference, provided such materials have not been
disposed of by the Commission pursuant to its Records control
schedule at 17 CFR 200.80f (emphasis added). See also Rule 10(f) of
Regulation S-B at 17 CFR 228.10(f).
\4\ For example, a registrant now will be allowed to incorporate
into a current year's annual report on Form 10-K an exhibit that was
filed with the Commission up to thirty years ago, rather than a
maximum of only ten years ago under current practice.
---------------------------------------------------------------------------
List of Subjects in 17 CFR Part 200
Administrative practice and procedure; Reporting and recordkeeping
requirements.
Text of the Amendment
For the reasons set forth in the preamble, title 17, chapter II of
the Code of Federal Regulations is amended as follows:
PART 200--ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION AND
REQUESTS
1. The general authority citation for Subpart D is revised to read
as follows:
Authority: 15 U.S.C. 77f(d), 77s, 77ggg(a), 78m(F)(3), 78w, 79t,
79v(a), 77sss, 80a-37, 80a-44(c), 80a-44(b), 80b-10(a), 80b-11, and
36 CFR 1228.10.
* * * * *
2. Section 200.80f is revised to read as follows:
Sec. 200.80(f) Appendix F--Records control schedule.
[[Page 50092]]
----------------------------------------------------------------------------------------------------------------
File No. Type of filing Retention period
----------------------------------------------------------------------------------------------------------------
Securities Act of 1933
----------------------------------------------------------------------------------------------------------------
2-33..................................... Registration statements and amendments 30 years.
thereto (Regulation C).
2-33..................................... Periodic reports (annual, quarterly, 30 years.
current, and proxy material).
9-....................................... Notice of proposed resale of restricted 21 years.
securities and resale of securities by
control persons (Form 144).
15-...................................... Notice of sale of securities pursuant to 6 years.
Rule 242 (Form 242). (Obsolete).
18-...................................... Applications for exemption from section 5 10 years.
registration for interests or
participations issued in connection with
Keogh Plans (section 3(a)(2)).
19-...................................... Notice of sale of securities pursuant to 6 years.
section 4(6) of the Securities Act of 1933
(Form 4(6)). (Obsolete).
20-...................................... Offering sheets for oil or gas royalties-- 15 years.
Regulation B (Schedules A, B, C).
20-...................................... Reports of sale (accorded confidential 7 years.
treatment) (Form 1-G).
20-...................................... Reports after termination of offering (Form 7 years.
3-G).
21-...................................... Notice of sale for offerings under 6 years.
Regulation D and section 4(6) (Form D).
24-...................................... Notification of exemption from registration Until completion or
(Regulation A). termination of
offering plus 10 years
or order of the
Commission permanently
suspending exemption,
whichever comes first.
29-...................................... Report of issuers of sale of securities 6 years.
deemed not to involve any public offering
(Form 146). (Obsolete).
92-...................................... Application for relief from disability Until when final action
(Regulation A). on appeal is taken
plus 10 years.
94-...................................... Notification of exemption for assessment or 10 years.
assessable stock (Regulation F).
95-...................................... Notification of exemption for securities Until completion or
issued by a small business investment termination of
company (Regulation E). offering plus 5 years
or until order of
Commission permanently
suspending exemption,
whichever comes first.
96-...................................... Application for relief from disability Until final action on
(Regulation F). appeal is taken plus 5
years.
98-...................................... Notice of proposed sale by non-controlling 6 years.
person of restricted securities of issuers
which do not satisfy all of the conditions
of Rule 144.
100-..................................... Notification of exemption pursuant to Rule 6 years.
236.
----------------------------------------------------------------------------------------------------------------
Securities Exchange Act of 1934
----------------------------------------------------------------------------------------------------------------
0-1...................................... Registration statements (sections 12(b) and 30 years.
12(g), exemptions thereunder).
0-1...................................... Periodic reports (annual, quarterly, current 30 years.
and proxy materials).
3-....................................... Applications for continuance in membership 10 years.
and applications for review of disciplinary
actions (self-regulatory organizations).
4-281.................................... Consolidated quotation system plan and For as long as plan
amendments. remains approved plus
6 years.
4-208.................................... Intermarket trading system plan and For as long as plan
amendments. remains approved plus
6 years.
5-....................................... Acquisitions, tender offers and 20 years.
solicitations.
6-....................................... Reports of beneficial ownership of 6 years.
securities (Forms 3, 4, & 5).
7-....................................... Applications for permission to extend 10 years.
unlisted trading privileges and related
applications pursuant to Rule 12(f).
8-....................................... Applications for registration as broker, For as long as broker-
dealer, municipal securities broker, or dealer is registered
government securities broker or dealer and with the Commission
related reports. plus 50 years.
8-00-2A.................................. Annual audit report (fiscal or calendar year For as long as broker-
basis) (Form X-17A-5). (Non-public) dealer is registered
Supplemental report detailing Securities with the Commission
Investor Protection Corporation assessment plus 13 years.
payment or overpayments (Rule 17a-5). (Non-
public).
8-00-2A-19............................... Reports of changes in membership of any of For as long as broker-
its members required of national securities dealer is registered
exchanges and registered national with the Commission
securities associations (Form X-17A-19). plus 6 years.
(Public).
8-00-3X.................................. Examination/inspection reports of brokers
and dealers, investment companies and
investment advisors
1. Exam reports:
a. Home Office.......................... 13 years.
b. Regional Offices..................... 13 years.
2. Exam workpapers........................ 13 years.
[[Page 50093]]
8-00-9................................... Uniform application for securities and For as long as broker-
commodities industry representative and/or dealer is registered
agent; certification for associated persons with the Commission
engaged in securities activities outside plus 50 years.
the jurisdiction of the United States;
annual assessment form for registered
brokers and dealers not members of a
registered national securities association
(Forms U-4, SECO 2-F, SECO-4, 5).
8-2A10................................... Annual report of revenue and expenses filed 10 years.
by exchange members, brokers and dealers
(Form X-17A-10). (Obsolete).
8-2A12................................... Report by registered brokers and dealers who 6 years.
are over-the-counter market makers in any
OTC margin securities (Form X-17A-12).
8-2A16(1), -2A16(2)...................... Notification by qualified market makers at 6 years.
least five business days before such broker-
dealers obtain third market maker exempt
credit pursuant to Regulation U; and
quarterly report by broker and dealer, who
during a calendar quarter is or has been
qualified as a third market maker (Forms X-
17A-16(1); X-17A-16(2)) (Obsolete).
8-2A17................................... Quarterly report filed by every broker- 6 years.
dealer block positioner who has filed a
notice pursuant to paragraph (a) of Rule
17a-17 (Form X-17A-17) (Obsolete).
10-...................................... Applications by an exchange for registration For as long as exchange
as a national securities exchange. is registered with the
Commission plus 6
years.
13-...................................... Applications for listing securities on an 10 years.
exempted exchange, periodic reports.
14-...................................... Annual reports of issuers having securities 10 years.
listed on an exempted exchange.
16-...................................... Application for registration as a national For as long as
securities association or affiliated association is
securities associations. registered with the
Commission plus 6
years.
17-...................................... Reports on stabilizing activities (Form X- 6 years.
17A-1). (Obsolete).
23-...................................... Applications for exemption pursuant to Until closed plus 6
paragraph (g) of Rule 11Aa3-1. years.
26-...................................... Plans by exchanges authorizing payment of For as long as exchange
special commission in connection with a is registered with the
distribution of securities on exchanges Commission plus 50
(Rule 10b-2(d)). years.
27-...................................... Applications for exemption from section 10 years.
13(f).
28-...................................... Reports by institutional investment managers 4 years.
of information with respect to accounts
over which they exercise discretion. (Form
13F).
80-...................................... Annual and supplemental reports of Municipal Indefinitely
Securities Rulemaking Board (Rule 17a-21). (contingent).
81-...................................... Exemptions from registration under section 10 years.
12(g).
82-...................................... Exemptions--American depositary receipts.... 10 years.
83-1..................................... Periodic reports and related correspondence 3 years.
by the Inter-American Development Bank.
83-2..................................... Periodic reports by the Asian Development 3 years.
Bank.
84-...................................... Application for registration as a transfer For as long as transfer
agent (non-bank) and amendments thereto. agent is registered
with the Commission
plus 50 years.
85-...................................... Application for registration as a transfer For as long as transfer
agent (bank) and amendments thereto (Form agent is registered
TA-1). with the Commission
plus 50 years.
86-...................................... Application for registration as a municipal For as long as
securities dealer which is a bank or municipal securities
separately identifiable department or dealer is registered
division of a bank (Form MSD). with the Commission
plus 50 years.
87-...................................... Application for registration as a securities For as long as
information processor and amendments securities information
thereto (Form SIP). processor is
registered with the
Commission plus 50
years.
88-...................................... Application for exemption as a securities For as long as
information processor correspondence. securities information
processor is
registered with the
Commission plus 50
years.
89-...................................... Waiver for foreign issuers furnished by 10 years.
American depositary receipts; waiver of
information furnished by American
depositary receipts regarding foreign
issuers for Form F-6; waiver of Rule 12g3-
2(b) reporting requirements, annual reports
to shareholders, F-6 waiver, proxy.
89-...................................... Other waivers for foreign issuers furnished 3 years.
by American depositary receipts..
128-8.................................... Reports of disciplinary actions by stock 6 years.
exchanges (Rule 19d-1).
205-3c................................... Reports of disciplinary actions by NASD 6 years.
(Rule 19d-1).
500-..................................... Suspension of trading of securities other 10 years.
than on a national securities exchange.
600-..................................... Applications for registration as a (non- For as long as clearing
bank) clearing agency; amendments thereto. agency is registered
with the Commission
plus 50 years.
600-9.................................... Reports of disciplinary actions by clearing 6 years.
agencies (Rule 19d-1).
[[Page 50094]]
601-..................................... Applications for exemption from registration For as long as clearing
as a (non-bank) clearing agency. agency has reporting
requirements with the
Commission plus 20
years.
SR....................................... Proposed rule changes and notice as to For as long as self-
stated policies and interpretations by self- regulatory
regulatory organizations. organization is
registered with the
Commission plus 6
years.
XX....................................... Reports for missing, lost or counterfeit Indefinitely.
securities (Form X-17F-1A).
----------------------------------------------------------------------------------------------------------------
Public Utility Holding Company Act of 1935
----------------------------------------------------------------------------------------------------------------
12-...................................... Statements pursuant to section 12(i) by 2 years.
persons employed or retained by a
registered holding company or subsidiary
thereof (Forms U-12(I)-A & B).
30-...................................... Notification and registration by public For as long as holding
utility holding companies, annual company has reporting
supplements. requirements with the
Commission plus 10
years.
31-...................................... Statement of exemption from the Act by For as long as company
Commission order. relies on exemption
plus 10 years.
32-...................................... Exemption of purchaser, assignee, etc. of Until lease is
leased facilities (Form U7D). terminated or
cancelled plus 5
years.
33-1..................................... Annual statement by banks holding public 2 years.
utility securities but claiming exemption
under Rule 3.
34-...................................... Annual statement by banks holding public 2 years.
utility securities but claiming exemption
under Rule 3 (Form U-3A3-1).
37-...................................... Applications and declarations for For as long as service
authorization of service companies (Form U- company is part of a
13-1). registered holding
company plus 5 years.
38-...................................... Statement under Rule 70(a)(1) executed by For as long as officer/
financial authorizing representative to director serves plus 3
serve as officer/director of holding years.
company, filed by representative.
40-...................................... Certificates of notification by registered 3 years.
holding companies and subsidiaries of
security issues exempted from section 6(a)
by section 6(b) or exempt under Rule 47(b)
and not the subject of an order of the
Commission (Form U-6B-2).
49-...................................... Annual report by mutual and subsidiary For as long as service
service companies (Form U-13-60). company is part of a
registered holding
company system plus 15
years.
50-...................................... Order granting or withdrawing exemptions Until close plus 3
from rules and related correspondence. years.
52-...................................... Application for approval or reorganization Until closed plus 3
under section 11(f). years.
54-...................................... Divestment of securities, assets or control Until closed plus 3
(section 11(e)). years.
55-...................................... Application for approval of fees incurred in Until closed plus 3
connection with plan under section 11(f). years.
59-...................................... Simplification of corporate structure, Until closed plus 3
sections 11(b) (1) and (2). years.
62-...................................... Report by an affiliate service company or For as long as service
one engaged principally in the performance company is part of a
of services (Form U-13E-1). registered holding
company system plus 4
years.
68-...................................... Declaration with respect to solicitations 10 years.
regarding reorganizations of registered
holding companies or subsidiaries subject
to Rule 62 (Form U-R-1).
69-...................................... Annual statements by holding companies 2 years.
claiming exemption pursuant to Rule 2
(intrastate or predominantly operating
companies (Form U-3A-2).
70-...................................... Applications and declarations pursuant to Until closed plus 3
sections 6(b), 7, 9, 9(c)(3), 10, 12(b), years.
12(c), 12(d), 12(f) and applicable rules
thereunder (Form U-1).
72-...................................... Report of communication with stockholders... 2 years.
----------------------------------------------------------------------------------------------------------------
Trust Indenture Act of 1939
----------------------------------------------------------------------------------------------------------------
22-...................................... Statements of eligibility and qualification Until indenture is
of corporations or individuals as trustees terminated or
under qualified indenture under which debt cancelled plus 30
security has been or is to be issued and years.
exemptions thereto.
25-...................................... Applications relative to affiliations Until applicable
between trustees and underwriters (Rule 10b- indenture is
3). terminated or
cancelled plus 33
years.
93-...................................... Reports of indenture trustee to indenture 1 year.
security holders with respect to
eligibility and qualification under Section
310.
----------------------------------------------------------------------------------------------------------------
[[Page 50095]]
Investment Advisers Act of 1940
----------------------------------------------------------------------------------------------------------------
801-..................................... Application for registration as investment For as long as
adviser and related correspondence. investment adviser is
registered with the
Commission plus 9
years.
803-..................................... Application for exemption from registered For as long as
and other relief. investment adviser
conducts business
under an exemption
plus 6 years.
----------------------------------------------------------------------------------------------------------------
Investment Company Act of 1940
----------------------------------------------------------------------------------------------------------------
90-...................................... Notice of sales of securities by closed-end 6 years.
issuers (issuers with 100 or less
beneficial owners) other than investment
companies, registered or required to be
registered.
811-..................................... Notifications and registration statements... For as long as
registrant is
registered with the
Commission plus 30
years.
811-..................................... Periodic reports (annual, quarterly, semi- 10 years.
annual, proxy material).
812-..................................... Applications for exemption and other relief. 10 years.
812-..................................... Application by foreign management investment For as long as
companies for order permitting registration. registrant has
reporting requirement
with the Commission
plus 33 years.
813-..................................... Applications for exemption of an employee's For as long as
security company (Section (b)). registrant has
reporting requirement
with the Commission
plus 33 years.
814-..................................... Notice of intent to elect to be subject to 2 years from filing
sections 55 and 65. date.
814-..................................... Notification of withdrawal of election to be 2 years from filing
subject to sections 55 through 65. date.
814-..................................... Notification of election to be subject to 30 years or for as long
sections 55 through 65. as a class of the
issuer's equity
securities is
registered under the
Securities Exchange
Act of 1934 plus 10
years, whichever comes
first.
816-..................................... Request for advisory report re 6 years.
reorganization of registered investment
company (17 CFR 270.02), and related
correspondence.
817-..................................... Report of repurchase of securities by closed- 6 years.
end investment company.
818-..................................... Sales literature regarding securities of 6 years.
certain investment companies.
819-..................................... Statement of the Federal Savings and Loan 6 years.
Corporation relating to the exemption of
certain issuers.
820-..................................... Reports showing that companies have complied 6 years.
with requirements of the rule in purchasing
new issues of securities from underwriters.
821-..................................... Reports by registered small business 10 years from date of
investment companies and affiliated banks, such action(s).
with respect to investments.
----------------------------------------------------------------------------------------------------------------
Miscellaneous Files and Reports
----------------------------------------------------------------------------------------------------------------
3-....................................... Disciplinary proceedings (broker-dealer and 25 years.
investment adviser).
3-....................................... Administrative proceeding stop orders....... For as long as
registrant has
reporting requirement
with the Commission
plus 30 years.
4-....................................... 102(e) proceedings (previously 2(e) 25 years.
proceedings) (chaned to 3-).
4-....................................... Miscellaneous studies, general conferences, 25 years.
roundtable, etc., authorized by the
Commission.
111-..................................... Federal government agencies miscellaneous 30 years.
correspondence.
119-..................................... Securities violation files (information Until date of last
regarding persons against whom actions were reported action plus
reported on charges of violating state or 10 years.
federal laws in the purchase and sale of
securities.
122-2.................................... Members of Congress (inquiries relating to 1 year after expiration
various subjects). of term in office.
122-3.................................... Correspondence and other materials between 30 years.
the various Senate Committees and the
Commission.
122-4.................................... Correspondence and other materials between 30 years.
the various House Committees and the
Commission.
122-6.................................... Correspondence and other materials between 30 years.
Congressional Commissions and Joint
Committees and the Commission.
123-13................................... Correspondence relating to the development 30 years.
of a Canadian Extradition Treaty.
124-..................................... Stock exchanges (General Correspondence).... For as long as exchange
is registered with the
Commission.
124-1.................................... Legislation and Laws: Drafts and comments 30 years.
concerning suggested amendments to the
various Acts administered by the Commission.
124-6
[[Page 50096]]
124-11
124-20
124-7, 124-7a............................ Subject files--Drafts, comments and 30 years.
correspondence concerning proposed
legislation submitted by the Senate and the
House to the Commission for comment.
124-7b................................... Drafts of bills not yet reported in Congress 30 years.
that are submitted to the Commission for
comment.
132-3.................................... General Correspondence--Active companies. 10 years.
Inquiries and complaints concerning
companies registered under the various Acts
administered by the Commission.
132-3.................................... General Correspondence--Inactive companies 6 years.
(no longer required to file reports with
the Commission). Inquiries and complaints
concerning companies registered under the
various Acts administered by the Commission.
132-3.................................... General Correspondence--Miscellaneous. 6 years.
Requests for interpretation of rules and
regulations under the Acts administered by
the Commission.
140-..................................... Drafts, internal memoranda, correspondence 30 years.
concerning rules and regulations under each
of the Acts administered by the Commission.
206-, 207- to 215-, 917-................. Reorganization proceedings under Chapters 30 years.
IX, X, XI of the Bankruptcy Act in which
the Commission participates.
265-..................................... Advisory Committees established by the 30 years.
Commission (correspondence, questionnaires,
reports).
Confidential treatment materials......... Periodic reports and other materials 10 years.
containing contracts, commercial and
financial information, disclosure of which
would impair the value thereof, submitted
under confidential cover.
CHR...................................... SEC Chairman's Subject Case Files........... 20 years.
CHR...................................... SEC Chairman's Chronological Files for Chairman's tenure in
Period 1972 to Present. office plus 3 years.
CHR...................................... SEC Chairman's General Subject File........ Chairman's tenure in
office plus 3 years.
COMM..................................... SEC Commissioners' Files (excluding Commissioner's tenure
Chairman), 1934 to Present. in office plus 1 year.
ENF...................................... Investigative Case Files--Closed............ Until closed plus 25
years.
ENF...................................... Investigative Case Files--Inactive.......... Until inactive plus 25
years.
LIT...................................... Litigation files: .......................
1. Briefs................................. 25 years.
2. File contents other than briefs........ 10 years.
S7....................................... Issuance, amendment or rescission of rules 30 years (permanent).
under the various Acts--public comments and
views, transcript of hearings,
correspondence.
XX....................................... Reports of internal inquiries: .......................
1. Supporting documentation............... Until date of final
action plus 5 years,
if no report is
issued, or until date
of final report plus 5
years.
2. Final reports.......................... 5 years.
----------------------------------------------------------------------------------------------------------------
By the Commission.
Dated: September 22, 1995.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-24032 Filed 9-27-95; 8:45 am]
BILLING CODE 8010-10-M
