PURPOSE: This rule prescribes the records to be preserved by issuers who effect sales of registered securities other than through broker-dealers.

1. (1) All issuers who effect sales of registered securities, other than through a broker-dealer, shall preserve the following records for at least three (3) years following the expiration of the registration:

   1. (A) Copies of all documents contained in the registration statement;
   2. (B) Copies of all advertisements, including a record of the dates, names and addresses of media carrying those advertisements;
   3. (C) Copies of all communications received and sent by the issuer pertaining to the offer, sale and transfer of the securities, including purchase agreements and confirmations; and

   4. (D) A list of the name, address and telephone number of each investor to whom the securities were sold, and for each such person, information regarding—

      1. 1. The type of securities sold;
      2. 2. The number and amount of securities

sold;

1. 3. The type of consideration paid; and
2. 4. The name of the agent that sold the

securities.

1. (2) An issuer will need to retain the records set forth in section (1) for each investor at least three (3) years after the investor’s investment has terminated, even if more than three (3) years has lapsed since the expiration of the registration.
2. (3) Records may be stored in paper form or electronically.

AUTHORITY: sections 409.3-305(g) and 409.6-605, RSMo Supp. 2003.* Original rule filed June 25, 1968, effective Aug. 1, 1968. Amended: Filed May 21, 1969, effective Aug. 1, 1969. Amended: Filed July 21, 1972, effective Aug. 1, 1972. Amended: Filed Nov. 15, 1974, effective Nov. 25, 1974. Rescinded and readopted: Filed Aug. 30, 2002, effective Feb. 28, 2003. Emergency amendment filed Aug. 19, 2003, effective Sept. 12, 2003, expired March 9, 2004. Amended: Filed Aug. 22, 2003, effective Feb. 29, 2004.

*Original authority: 409.3-305, RSMo 2003; 409.6-605; RSMo 2003.