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  • 11500. DELIVERY OF SECURITIES WITH RESTRICTIONS

    • 11510. Delivery of Temporary Certificates

      A temporary certificate shall not be a good delivery when permanent certificates are available.
      Amended by SR-FINRA-2010-030 eff. Dec. 15, 2010.

      Selected Notice: 10-49.

    • 11520. Delivery of Mutilated Securities

      (a) A mutilated security shall not be a good delivery until appropriately authenticated by the trustee, registrar, transfer agent, or issuer.

      (b) The delivery of a bond which bears a coupon which has been mutilated as to the bond number or signature or which bears a coupon which has been canceled in error shall not be good delivery unless an appropriate endorsement by an official authorized by paragraph (c) of this Rule, in the form required by the Committee, shall have been placed on the reverse of the coupon.

      (c) The endorsement shall be signed on behalf of the obligor by an officer thereof or, under authorization from the obligor, on behalf of the corporate trustee or paying agent by a duly authorized officer thereof or other person authorized to sign on behalf thereof.

      Amended by SR-FINRA-2010-030 eff. Dec. 15, 2010.
      Amended eff. Sept. 1, 1970.

      Selected Notice: 10-49.

    • 11530. Delivery of Securities Called for Redemption or Which Are Deemed Worthless

      (a) Securities Called for Redemption
      A certificate of stock or a bond shall cease to be a good delivery upon publication of notice of call for redemption, except when an entire issue is called for redemption and except against transactions in "called stock" or "called bonds" dealt in specifically as such.
      (b) Securities Deemed Worthless

      (1) In contracts for securities where a public announcement or publication of general circulation discloses that the securities have been deemed worthless, deliveries shall consist of (A) the worthless securities or (B) a Letter of Indemnity which shall grant the purchaser any rights and privileges which might accrue to the holders of the physical securities.

      (2) Deliveries effected pursuant to paragraph (b)(1) shall operate to close-out the contract and must be accompanied by documentation evidencing that the security was deemed worthless after the original execution date of the contracts. Such contracts shall be settled at the existing contract price.

      (3) For purposes of this paragraph (b), securities deemed worthless shall be those instruments which have no known market value.

      Amended by SR-FINRA-2010-030 eff. Dec. 15, 2010.
      Amended by SR-NASD-91-13 eff. Nov. 1, 1991.

      Selected Notice: 10-49.

    • 11540. Delivery Under Government Regulations

      (a) Documents Required
      When the laws, regulations, rulings, instructions or orders of any government, government instrumentality or agency, or official thereof having jurisdiction, require a license, clearance certificate, affidavit of ownership or any similar document in connection with the acquisition, disposition, transfer or redemption of, or other dealing in or with respect to, any security, such security shall not be a good delivery unless accompanied by the document or documents so required.
      (b) Certificate Subject to Stoppage
      If a specific certificate tendered in settlement of a contract in foreign securities is on a black list, blocked list, or subject to similar stoppage, from which an innocent holder in due course cannot have it removed by simple request, such certificate is not a good delivery, and reclamation may be made without limit of time.
      Amended by SR-FINRA-2010-030 eff. Dec. 15, 2010.

      Selected Notice: 10-49.

    • 11550. Assignments and Powers of Substitution; Delivery of Registered Securities

      (a) General Requirements
      Any registered security to be a good delivery must be accompanied by an assignment and a power of substitution (when such power of substitution is required under paragraph (g) of this Rule) conforming to the requirements set forth in Rule 11550 to 11574, inclusive. Any expense incurred through failure of a seller to meet these requirements shall be paid by the seller.
      (b) Assignment
      An assignment shall be executed on the certificate itself or on a separate paper, in which latter case there shall be a separate assignment for each certificate.
      (c) Signature Requirements
      The signature to an assignment or power of substitution shall be technically correct; i.e., it shall correspond with the name as written upon the certificate in every particular without alteration or enlargement, or any change whatever, except that "and" or "&" "Company" or "Co." may be written either way.
      (d) Detached Assignment Requirements
      A separate (detached) assignment shall contain provision for the irrevocable appointment of an attorney, with power of substitution, and a full description of the security, including name of issuer, issue, certificate number, and amount (expressed in words and numerals).
      (e) Two or More Names
      A certificate registered in the names of two or more individuals or firms shall be a good delivery only if signed by all the registered owners.
      (f) Alteration or Correction
      Any alteration or correction in an assignment or power of substitution shall be accompanied by an explanation on the original instrument signed by the person or firm executing the same.
      (g) Power of Substitution
      When the name of an individual or firm has been inserted in an assignment, as attorney, a power of substitution shall be executed in blank by such individual or firm. When the name of an individual or firm has been inserted in a power of substitution as substitute attorney, a new power of substitution shall be executed in blank by such substitute attorney.
      (h) Guarantee
      Each assignment, endorsement, alteration and erasure shall bear a guarantee acceptable to the transfer agent or registrar. It is not the intent of this paragraph (h) that a "New York," national securities exchange member or other specific guarantee is required; rather, it is the intent only that the guarantee be acceptable to the transfer agent.
      (i) Foreign Internal Securities
      Except for Canadian Securities, American Depositary Receipts, American Shares, New York Shares and similar securities, the provisions of paragraphs (b) through (g) of this Rule, inclusive, and Rule 11572 shall not apply to Foreign Internal Securities in registered form. In default of specific Rules in this Code, the usual conditions of delivery and transfer of Foreign Internal Securities in registered form in the foreign market where principally traded shall apply.
      (j) Uniform Transfer Instruction Form
      A properly executed Uniform Transfer Instruction Form must accompany securities presented for transfer.*

      * Specifications for use of the Uniform Transfer Instruction Form are contained in the Final Report of the Banking and Securities Industry Committee entitled "Four Uniform Forms" dated December 22, 1971.


      • • • Supplementary Material: --------------

      .01 Uniform Transfer Instruction Form.

      TO TRANSFER AGENT:






      PLEASE TRANSFER THE ATTACHED SECURITIES AS SHOWN BELOW
      NAME OF MEMBER:
      ADDRESS:
      I.D. #

      SECURITY DESCRIPTION CERTIFICATION PRESENTED TO TRANSFER




      QUANTITY DENOMINATIONS
      TAX PAYER NO. CUSIP NUMBER CONTROL PRESENTOR DATE









      TO BE REGISTERED IN THE NAME OF



      FORM AS SHOWN IS NOT DRAWN TO SCALE




      Amended by SR-FINRA-2010-030 eff. Dec. 15, 2010.
      Amended by SR-NASD-91-13 eff. Nov. 1, 1991.
      Amended eff. Mar. 1, 1970; Dec. 1, 1972.

      Selected Notices: 84-44, 10-49.

    • 11560. Certificate of Company Whose Transfer Books Are Closed

      General Requirements

      A certificate of a company whose transfer books are closed indefinitely for any reason shall be good delivery only if the required ownership transfer indemnification is affixed to or recorded upon the certificate. The indemnification acknowledges the assignor(s)' ultimate responsibility for the ownership of the certificate as of the date of the indemnification and shall be affixed or recorded only once during the lifetime of the certificate. Certificates delivered pursuant to this Rule must conform with all the applicable delivery requirements set forth in Rule 11550.

      • • • Supplementary Material: --------------

      .01 Sample Ownership Transfer Indemnification Stamp.

          Date:
       
          The undersigned owner of this certificate (number) representing _____________________ shares of _____________________ hereby certifies the transfer of all ownership therewith to the bearer hereby. We acknowledge that the transfer books of the herein named corporation are closed and agree to accept responsibility in accordance with the provisions of Rule 11560 of the FINRA Uniform Practice Code.
       

      ____________________________

      (Name of Member)

      ____________________________

      (Authorized Signature)

      Amended by SR-FINRA-2010-060 eff. Dec. 15, 2010.
      Amended by SR-FINRA-2010-030 eff. Dec. 15, 2010.
      Amended by SR-NASD-91-13 eff. Nov. 1, 1991.

      Selected Notice: 10-49.

    • 11570. Certificates in Various Names

      • 11571. Certificate in Name of Corporation

        (a) Transfer Books Open
        A certificate in the name of a corporation or an institution, or in a name with official designation shall be a good delivery only if the statement "Proper papers for transfer filed by assignor" is placed on the assignment and signed by the transfer agent.
        (b) Transfer Books Closed
        Where a certificate, an assignment or a power of attorney is in the name of a corporation and the transfer books of the issuing company are closed indefinitely for any reason, the certificate shall be a good delivery if the assignment or other instrument effecting transfer on the corporation's behalf is executed by an officer of such corporation, other than the secretary, and is accompanied by (1) a guarantee of such officer's signature executed by a person with the authority to make such a guarantee; (2) a copy of a corporate resolution and a completed and executed certificate of incumbency; and (3) the ownership transfer indemnification, as provided in Rule 11560, affixed to or recorded on the certificate.
        (c) Foreign Internal Securities
        The foregoing requirements shall not apply to foreign internal securities when the requirements do not correspond to the laws or customs of the country concerned; but instead such laws and customs shall govern such securities.

        • • • Supplementary Material: --------------

        .01 Sample Certificate and Authorizing Resolution/Certificate of Incumbency.

        I hereby certify that a meeting of the Board of Directors of ___________________________ a corporation organized under the laws of the State of ___________________________ held the _________ day of ________________, 20______, at which a quorum was present and acting throughout, the following resolution was duly adopted and is now in full force and effect:

        RESOLVED, that any one of the following officers of this Corporation, viz: the President, Vice President, Treasurer or Secretary, be and is hereby fully authorized and empowered to sell, assign, transfer and deliver any and all shares of stock, bonds, debentures, notes, evidences of indebtedness, or other securities now or hereafter standing in the name of or owned by this Corporation, and to make, execute, and deliver, any and all written instruments necessary or proper to effectuate the authority hereby conferred.

        I further certify that the authority thereby conferred is not inconsistent with the Charter or By-Laws of this Corporation, and that the following is a true and correct list of the officers of this Corporation authorized to act.

        Signing Officers:

        In witness, whereof, I have hereunto set my hand and the seal of said Corporation this _________ day of ________________, 20______.

        (Affix Corporate Seal)

         

        ___________________________

         

        Secretary

        (The foregoing certification and the assignment of the securities should be executed by different officers.)

        Amended by SR-FINRA-2010-030 eff. Dec. 15, 2010.
        Amended by SR-NASD-91-13 eff. Nov. 1, 1991.
        Amended effective September 11, 1991.

        Selected Notice: 10-49.

      • 11572. Certificate in Name of Firm

        Unless the endorsement specifies otherwise, there shall be a presumption that stock registered in a firm or business name is registered in the name of a partnership and not a corporation.
        Amended by SR-FINRA-2010-030 eff. Dec. 15, 2010.

        Selected Notice: 10-49.

      • 11573. Certificate in Name of Dissolved Firm Succeeded by New Firm

        A certificate with an assignment or a power of substitution executed in the name of a firm that has since dissolved and is succeeded by a firm or firms having as general partners one or more of the general partners of the dissolved firm shall be a good delivery only if the new firm or one of the new firms shall have signed the statement "Execution Guaranteed" under a date subsequent to the formation of the new firm so signing.
        Amended by SR-FINRA-2010-030 eff. Dec. 15, 2010.

        Selected Notice: 10-49.

      • 11574. Certificate in Name of Deceased Person, Trustee, etc.

        (a) A certificate shall not be a good delivery with an assignment or power of substitution executed by a: (1) person since deceased; (2) trustee or trustees, except as provided in paragraph (b) of this Rule, or except for trustees acting in the capacity of a board of directors of a corporation or association, in which case Rule 11571(a) shall apply; (3) guardian, except as provided in paragraph (b) of this Rule; (4) infant; (5) executor, except as provided in paragraph (b) of this Rule; (6) administrator, except as provided in paragraph (b) of this Rule; (7) receiver in bankruptcy; (8) agent; (9) attorney; (10) or with a qualification, restriction or special designation.

        (b) A certificate shall be a good delivery with an assignment or a power of substitution executed by a: (1) domestic individual executor(s) or administrator(s); (2) domestic individual trustee(s) under an inter vivos or testamentary trust; or (3) domestic guardian(s) including committees, conservators and curators. These exceptions to paragraph (a) of this Rule are to cover transfers that will be effected by transfer agents without additional documentation. This paragraph (b) shall apply only to securities of a domestic issuer (organized under the laws of any state in the United States or District of Columbia) which are registered in the name(s) of (1), (2) or (3) of this paragraph (b). Certificates delivered pursuant to this paragraph (b) must be properly assigned, and the signature(s) to the assignment be guaranteed pursuant to Rule 11550(h).

        (c) This Rule does not apply to certificates registered under a Statutory Gifts to Minors Act.


        • • • Supplementary Material: --------------

        .01 Sample Limited Partnership Change of Trustee Form.

        Limited Partnership Change of Trustee Form

        FBO (Investor's Name)


        Partnership Name
        Assignor (Present Trustee's Name)


        Assignor's Address
        Customer's A/C Number with Assignor THIS HEREBY CONSTITUTES AND APPOINTS THE SAID PARTNERSHIP TO TRANSFER THE SAID INTERESTS ON THE BOOKS OF THE PARTNERSHIP WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
        The Assignor hereby assigns to the Assignee 100% of the Assignor's right, title and interest in the Limited Partnership(s) described herein.
        ASSIGNOR'S RELEASE:

        ____________________________

        (Authorized Signature)


        ____________________________

        (Date)
        Designee (New Trustee's Name)


        (Assignee's Address)
        (Customer's A/C Number with Assignee)


        (Assignee's Tax ID Number)
        New Trustee's (Assignee's) Instructions:


        Partnership Information:


        ASSIGNEE'S ACCEPTANCE

        ____________________________

        (Authorized Signature)


        ____________________________

        (Date)

        Assignee: Upon receipt, forward this form and the original certificate (if available) to the General Partner for re-registration.
        General Partner:

         

        Amended by SR-FINRA-2010-060 eff. Dec. 15, 2010.
        Amended by SR-FINRA-2010-030 eff. Dec. 15, 2010.
        Amended by SR-NASD-91-13 eff. Nov. 1, 1991.
        Amended eff. July 1, 1974.

        Selected Notice: 10-49.

    • 11580. Transfer of Limited Partnership Securities

      (a) Each member that participates in the transfer of limited partnership securities, as defined in Rule 2310, shall use standard transfer forms in the same form as set forth in Rule 11581. This Rule shall not apply to limited partnership securities that are traded on a national securities exchange, or are on deposit in a registered securities depository and settle regular way.

      (b) The Corporate Financing Department may, pursuant to a written request for good cause shown, grant an exemption from the requirements of paragraph (a) to permit a member to modify the standard transfer forms for the transfer of limited partnership securities where necessary to meet other legal or regulatory requirements or to otherwise facilitate the transfer of the securities.

      Amended by SR-FINRA-2010-060 eff. Dec. 15, 2010.
      Amended by SR-FINRA-2010-030 eff. Dec. 15, 2010.
      Amended by SR-NASD-2005-087 eff. Aug. 1, 2006
      Amended by SR-NASD-97-05 eff. May 8, 1997.
      Amended by SR-NASD-96-42 eff. Jan 24, 1997.
      Adopted by SR-NASD-95-53 eff. Jan. 29, 1996.

      Selected Notices: 96-14, 10-49.

      • 11581. Limited Partnership Transfer Forms

        The forms required by Rule 11580 are published in NASD Notice to Members 96-14 (March 1996), pp. 70–75.
        Amended by SR-FINRA-2010-030 eff. Dec. 15, 2010.
        Adopted by SR-NASD-95-53 eff. Jan. 29, 1996.

        Selected Notice: 10-49.