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and deliveries of securities and commodities for such account and all other debits and credits to such account.
(4) Ledgers (or other records) reflecting the following:
(D) monies borrowed and monies loaned (together with a record of the collateral therefor and any substitutions in such collateral);
(E) securities failed to receive and failed to deliver.
(5) A securities record or ledger reflecting separately for each security as of the clearance dates all “ong” or “short” positions (including securities in safekeeping) carried by such member, broker, or dealer for his account or for the account of his customers or partners and showing the location of all securities long and the offsetting position to all securities short and in all cases the name or designation of the account in which each position is carried.
(6) A memorandum of each brokerage order, and of any other instruction, given or received for the purchase or sale of securities, whether executed or unexecuted. Such memorandum shall show the terms and conditions of the order or instructions and of any modification or cancellation thereof, the account for which entered, the time of entry, the price at which executed and, to the extent feasible, the time of execution or cancellation. Orders entered pursuant to the exercise of discretionary power by such member, broker, or dealer, or any employee thereof, shall be so designated. The term “instruction” shall be deemed to include instructions between partners and employees of a member, broker, or dealer. The term “time of entry” shall be deemed to mean the time when such member, broker, or dealer transmits the order or instruction for execution or, if it is not so transmitted, the time when it is received.
(7) A memorandum of each purchase and sale of securities for the account of such member, broker, or dealer showing the price and, to the extent feasible, the time of execution.
(8) Copies of confirmations of all purchases and sales of securities and copies of notices of all other debits and credits for securities, cash, and other items for the account of customers and partners of such member, broker, or dealer.
(9) A record in respect of each cash and margin account with such member, broker, or dealer containing the name and address of the beneficial owner of such account and, in the case of a margin account, the signature of such owner; provided that, in the case of a joint account or an account of a corporation, such records are required only
in respect of the person or persons authorized to transact business for such account.
(10) A record of all puts, calls, spreads, straddles, and other options in which such member, broker, or dealer has any direct or indirect interest or which such member, broker, or dealer has granted or guaranteed, containing, at least, an identification of the security and the number of units involved.
(6) This rule shall not be deemed to require a member of a national securities exchange to make or keep such records of transactions cleared for such member by another member as are customarily made and kept by the clearing member.
(c) This rule shall not be deemed to require a member of a national securities exchange, or a broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934, as amended, to make or keep such records as are required by paragraph (a) reflecting the sale of United States Tax Savings Notes, United States Defense Savings Stamps, or United States Defense Savings Bonds, Series E, F, and G.
(d) The records specified in paragraph (a) of this rule shall not be required with respect to any cash transaction of $100.00 or less involving only subscription rights or warrants which by their terms expire within 90 days after the issuance thereof. Rule X-17A-4. Records To Be Preserved by Certain Exchange
Members, Brokers, and Dealers. (a) Every member, broker, and dealer subject to rule X-17A-3 shall preserve for a period of not less than six years, the first two
a years in an easily accessible place, all records required to be made pursuant to paragraphs 1, 2, 3, and 5 of rule X-17A-3.
(6) Every such member, broker, and dealer shall preserve for a period of not less than three years, the first two years in an easily accessible place:
(1) All records required to be made pursuant to paragraphs 4, 6,7, 8, 9, and 10 of rule X-17A-3.
(2) All checkbooks, bank statements, canceled checks, and cash reconciliations.
(3) All bills receivable or payable (or copies thereof), paid or unpaid, relating to the business of such member, broker, or dealer, as such.
(4) Originals of all communications received and copies of all communications sent by such member, broker, or dealer (including interoffice memoranda and communications) relating to his business as such.
(5) All trial balances, financial statements, branch office reconciliations, and internal audit working papers, relating to the business of such member, broker, or dealer, as such.
(6) All guarantees of accounts and all powers of attorney and other evidence of the granting of any discretionary authority given in respect of any account, and copies of resolutions empowering an agent to act on behalf of a corporation.
(7) All written agreements (or copies thereof) entered into by such member, broker, or dealer relating to his business as such, including agreements with respect to any account.
(c) Every such member, broker, and dealer shall preserve for a period of not less than six years after the closing of any customer's account any account cards or records which relate to the terms and conditions with respect to the opening and maintenance of such account.
(d) Every such member, broker, and dealer shall preserve during the life of the enterprise and of any successor enterprise all partnership articles or, in the case of a corporation, all articles of incorporation or charter, minute books, and stock certificate books.
(e) After a record or other document has been preserved for two years, a photograph thereof on film may be substituted therefor for the balance of the required time.
(f) If a person who has been subject to rule X-17A-3 ceases to transact a business in securities directly with others than members of a national securities exchange, or cease to transact a business in securities through the medium of a member of a national securities exchange, or ceases to be registered pursuant to section 15 of the Securities Exchange Act of 1934, as amended, such person shall, for the remainder of the periods of time specified in this rule, continue to preserve the records which he theretofore preserved pursuant to this rule.
Rule X-17A-5. Reports To Be Made by Certain Exchange Mem
bers, Brokers, and Dealers. (a) Reports to be made annually.—Every member of a national securities exchange who transacts a business in securities directly with others than members of a national securities exchange, and every broker or dealer who transacts a business in securities through the medium of any such member, and every broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934, as amended, shall file on form X-17A-5, during each calendar year commencing January 1, 1943, a report of his financial condition as of a date not more than 45 days prior to the filing thereof: Provided, That reports for any two consecutive years shall not be filed within less than four months of each other. The report shall be filed in du
plicate with the Regional Office of the Commission for the region in which the member, broker, or dealer has his principal place of business.
(6) Nature and form of reports.—Each report of financial condition filed pursuant to paragraph (a) hereof shall be prepared and filed in accordance with the following requirements:
(1) The report of a member, broker, or dealer shall be certified by a certified public accountant or a public accountant who shall be in fact independent (A) if said member, broker, or dealer is required to file a certified financial statement with any agency of any state in which he does business as a condition of doing business in securities therein, or is required to file a certified financial statement with any national securities exchange of which he is a member, or (B) if, during the year preceding the date as of which his financial condition is reported said member, broker, or dealer has made a practice of (i) extending credit in any form to customers (such as carrying margin accounts or selling securities on a partial payment or installment basis): Provided, That credit shall not be deemed to be extended by reason of a bona fide delayed delivery of any such security against full payment of the entire purchase price thereof upon such delivery within thirty-five (35) days after such purchase; (ii) holding securities owned by customers, except as an incident to transactions with or for customers which are promptly consummated by delivery, or (iii) carrying credit balances of customers, except as an incident to transactions with or for customers which are promptly consummated by payment;
(2) Attached to the report shall be an oath or affirmation that, to the best knowledge and belief of the person making such oath or affirmation, (A) the financial statement and supporting schedules are true and correct and (B) neither the member, broker, or dealer, nor any partner, officer, or director, as the case may be, has any proprietary interest in any account classified solely as that of a customer. The oath or affirmation shall be made before a person duly authorized to administer such oaths or affirmations. If the member, broker, or dealer is a sole proprietorship, the oath or affirmation shall be made by the proprietor; if a partnership, by a general partner; or if a corporation, by a duly authorized officer.
(3) If the schedules furnished pursuant to the requirements of items (a), (6), and (c) of part II of form X-17A-5 are bound separately from the balance of the report they shall be deemed confidential, except that they shall be available for official use by any official or employee of the United States or any state; by national securities exchanges and national securities associations of which the person
filing such report is a member; and by any other person to whom the Commission authorizes disclosure of such information as being in the public interest. Nothing contained in this paragraph shall be deemed to be in derogation of the rules of any national securities association or national securities exchange which give to customers of a member, broker, or dealer the right, upon request to such member, broker, or dealer, to obtain information relative to his financial condition.
(c) Use of certain statements filed with the Securities and Exchange Commission, state commissions and national securities exchanges.
(1) Any member, broker, or dealer who is subject to the provisions of paragraph (a) hereof may file in lieu of the report required by that paragraph a copy of any financial statement which he is, or has been, required to file with any national securities exchange of which he is a member, or with any agency of any State as a condition of doing business in securities therein: Provided, That (A) the copy so included reflects his financial condition as of a date not more than forty-five (45) days prior to the filing thereof with the Commission; and (B) the report, as filed with this Commission, meets the requirements of this rule and form X-17A-5 and contains the information called for by that form.
(2) At the request of any member, broker, or dealer who is (A) an investment company registered under the Investment Company Act of 1940, or (B) a sponsor or depositor of such a registered investment company who effects transactions in securities only with, or on behalf of, such registered investment company, the Commission will accept any statement of his financial condition filed pursuant to sections 13 or 15 (d) of the Securities Exchange Act of 1934 or section 30 of the Investment Company Act of 1940 and the rules and regulations promulgated thereunder as a filing pursuant to this rule. Such a filing shall be deemed to satisfy the requirements of this rule for any calendar year in which such a financial statement is filed : Provided, That the statement so filed meets the requirements of the other rules under which it is filed with respect to time of filing and content.
(d) Extension of time for filing reports.—In the event any member, broker, or dealer finds that he cannot file his report for any year within the time specified in paragraphs (a) or (c) hereof without undue hardship, he may file with the Commission an application for an extension of time to a specified date which shall not be more than 90 days after the date as of which his financial condition is reported. The application shall state the reasons for the requested extension and shall contain an agreement to file the report on or