new statement together with all exhibits which are prescribed to be filed in connection with Form 1. Rule 6a-2. Annual Amendments to Registration Statement or Exemption Statements of Exchanges Prior to June 30 of each year, each exchange registered as a national securities exchange or exempted from such registration shall file an annual amendment setting forth: (a) All changes, and the effective dates thereof, which have been effected in any of the information contained or incorporated in the statement, or in exhibits A(1), A(2), A(3), B, C, and D, and which have not previously been reported in an annual amendment. Such amendment shall bring the statement and exhibits A(1), A(2), A (3), B, C, and D up to date as of the latest practicable date within 1 month of the date on which the amendment is filed. In the event that no changes have occurred in any of this material during the period covered by the amendment, a statement to that effect shall be set forth in the amendment. (b) Complete exhibits E and F as of the end of the latest fiscal year of the exchange, and of each affiliate and subsidiary listed in answer to item 8 of the statement. In the event that exhibit F is inapplicable to the exchange for the reason that it has no affiliate or subsidiary, the amendment shall include a statement to that effect in lieu of the information called for in exhibit F. (c) Complete exhibits G, H, I, J, K, L, and M. The information contained in these exhibits shall be up to date as of the latest practicable date within 3 months of the date on which the annual amendment is filed. Rule 6a-3. Supplemental Material Each exchange registered as a national securities exchange or exempted from such registration shall furnish the following supplemental material: (a) Within 10 days after any action is taken which renders no longer accurate any of the information contained or incorporated in the statement or in any exhibit (except exhibits E, F, L, and M), or in any amendment thereto, the exchange shall file with the Commission written notification in triplicate setting forth the nature of such action and the effective date thereof. Such notification may be filed either in the form of a letter or in the form of a notice made generally available to members of the exchange. (b) Within 10 days after issuing or making generally available to members of the exchange any material (including notices, circulars, bulletins, lists, periodicals, etc.) the exchange shall file with the Commission three copies of such material. (c) Within 15 days after the end of each calendar month, the exchange shall file with the Commission a report concerning the securities sold on such exchange during such calendar month, setting forth: (1) the number of shares of stock sold and the aggregate dollar amount thereof; (2) the principal amount of bonds sold and the aggregate dollar amount thereof; and (3) the number of units of rights and warrants sold and the aggregate dollars amount thereof. EXEMPTION OF CERTAIN SECURITIES FROM THE OPERATION OF SECTION 7(c) (2) Rule 7c2-1. Exemption from Section 7(c) (2) of Certain Securities Exempted From Registration or Admitted to Trading on Exchanges Exempted From Registration (a) So long as any security continues to be listed on a national securities exchange as a security exempted from the operation of section 12(a), pursuant to a rule which specifically provides that this rule shall be applicable to such security, such security shall be exempt from the operation of section 7 (c) (2) to the extent neces sary to render lawful any direct or indirect extension or maintenance of credit thereon or any direct or indirect arrangement there for which would not have been unlawful if such security had been a security (other than an exempted security) registered on a national securities exchange. (b) So long as any security which is not registered on a national securities exchange continues to be admitted to either listed or unlisted trading privileges on any exchange which is exempted from registration as a national securities ex Rule 10b-7. Stabilizing to Facilitate a Distribution (a) Scope of Rule. The provisions of this rule shall apply to any person who, either alone or with one or more other persons, directly or indirectly, stabilizes the price of a security to facilitate an offering of any security. It shall constitute a "manipulative or deceptive device or contrivance," as used in section 10(b) of the Act, for any such person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails, or of any facility of any national securities exchange, to effect, either alone or with one or more other persons, any transaction or series of transactions prohibited by this rule. (b) Definitions. Unless the context clearly indicates otherwise, for the purposes of this rule the following terms shall have the meaning indicated: (1) The term "offering at the market" shall mean an offering in which it is contemplated that any offering price set in any calendar day will be increased more than once during such day. (2) The term "transaction" shall mean a bid or a purchase. (3) The terms "stabilize," "stabilizes," "stabilizing" or "stabilized" shall mean the placing of any bid, or the effecting of any purchase, for the purpose of pegging, fixing or stabilizing the price of any security: Provided, however, That a bid shall not constitute a stabilizing bid unless or until it is shown in the market. (c) Transactions Must Be Necessary. No stabilizing bid or purchase shall be made except for the purpose of preventing or retarding a decline in the open market price of a security. (d) Priority Must Be Granted. Any person placing or transmitting a bid which he knows is for the purpose of stabilizing the price of any security shall disclose the purpose of such bid to the person with whom it is placed or to whom it is transmitted. Any person placing a stabilizing bid or effecting a stabilizing purchase on a securities exchange shall grant priority to any independent bid at the same price irrespective of the size of such independent bid or the time when it is entered. Any person placing a stabilizing bid or effecting a stabilizing purchase otherwise than on a securities exchange shall grant priority to any independent bid at the same price placed with or trans mitted to him irrespective of the size of dependent bid or the time when it is entere (e) Control of Stabilizing. No sole tor or syndicate or group stabilizing the p security nor any member or members syndicate or group shall maintain more stabilizing bid in any one market at the s at the same time: Provided, however, The than one such bid at the same price may tained otherwise than on a securities exc or for the account of such distributor, ST or group. (f) Stabilizing at Prices Resulting Fre lawful Activity. No stabilizing shall be i at a price which the stabilizer knows or has to know is the result of activity which is fr lent, manipulative, or deceptive under the i any rule or regulation thereunder. (g) Stabilizing Prohibited in Offerings & Market. No person shall effect any stab transaction to facilitate any offering a market. (h) Stabilizing Securities Traded in V Than One Market. If a security is traded in than one market, stabilizing shall not be init at any price which would be unlawful in the ket which is the principal market for such sect in the United States open for trading at the when such stabilizing is initiated: Provided, ever, That if the principal market for such * rity in the United States is a securities excha stabilizing may be initiated in any market af the close of such exchange at the price at whi stabilizing could have been initiated on such change at the close thereof unless the pers stabilizing knows or has reason to know that oth persons have offered or sold such security at lower price after such close, except that spec prices available to any group or class of perse (including employees or holders of warrants rights) shall not limit the stabilizing price. (i) Entering Stabilizing Bid on Exchang Prior to Opening. No person shall place a stabi lizing bid on a securities exchange prior to the time the opening quotations for the security on such exchange are available, unless he has been and i lawfully stabilizing such security at such price Provided, however, That a stabilizing bid may be made immediately prior to the opening of a securities exchange at a price not in excess of the price at which stabilizing could have been initiated on such exchange at the previous close thereof, unless t member, broker or dealer who is subject to this rule or to Rule 15c2-1 shall be disregarded. (c) Exemption for cash accounts. The provisions of paragraph (a) (1) hereof shall not apply to any hypothecation of securities carried for the account of a customer in a special cash account within the meaning of section 4(c) of Regulation T of the Board of Governors of the Federal Reserve System: Provided, That at or before the completion of the transaction of purchase of such securities for, or of sale of such securities to, such customer, written notice is given or sent to such customer disclosing that such securities are or may be hypothecated under circumstances which will permit the commingling thereof with securities carried for the account of other customers. The term "the completion of the transaction" shall have the meaning given to such term by Rule 15c1-1(b). (d) Exemption for clearing house liens. The provisions of paragraphs (a) (2), (a) (3), and (ƒ) hereof shall not apply to any lien or claim of the clearing corporation, or similar department or association, of a national securities exchange, for a loan made and to be repaid on the same calendar day, which is incidental to the clearing of transactions in securities or loans through such corporation, department, or association: Provided, however, That for the purpose of paragraph (a) (3) hereof, "aggregate indebtedness of all customers in respect of securities carried for their accounts" shall not include indebtedness in respect of any securities subject to any lien or claim exempted by this paragraph. (e) Exemption for certain liens on securities Rule 10a-1. Short Sales of noncustomers. The provisions of paragraph (a) (2) hereof shall not be deemed to prevent such member, broker, or dealer from permitting securities not carried for the account of a customer to be subjected (i) to a lien for a loan made against securities carried for the account of customers, or (ii) to a lien for a loan made and to be repaid on the same calendar day. For the purpose of this exemption, a loan shall be deemed to be "made against securities carried for the account of customers" if only securities carried for the account of customers are used to obtain or to increase such loan or as substitutes for other securities carried for the account of customers. (f) Notice and certification requirements. No person subject to this section shall hypothecate any security carried for the account of a customer unless, at or prior to the time of each such hypothecation, he gives written notice to the pledgee that the security pledged is carried for the account of a customer and that such hypothecation does not contravene any provision of this rule, except that in the case of an omnibus account the member, broker or dealer for whom such account is carried may furnish a signed statement to the person carrying such account that all securities carried therein by such member, broker or dealer will be securities carried for the account of his customers and that the hypothecation thereof by such member, broker or dealer will not contravene any provision of this rule. The provisions of this paragraph shall not apply to any hypothecation of securities under any lien or claim of a pledgee securing a loan made and to be repaid on the same calendar day. SHORT SALES (a) No person shall, for his own account or for the account of any other person, effect on a national securities exchange a short sale of any security (1) below the price at which the last sale thereof, regular way, was effected on such exchange, or (2) at such price unless such price is above the next preceding different price at which a sale of such security, regular way, was effected on such exchange. In determining the price at which a short sale may be effected after a security goes ex-dividend, ex-right, or ex- any other distribution, all sale prices prior to the "ex" date may be reduced by the value of such distribution. 771-487 0 65 -2 (b) No member of a national securities exchange shall, by the use of any facility of such exchange, execute any sell order unless such order is marked either "long" or "short." (c) No member of a national securities exchange shall mark a sell order "long" unless (1) the security to be delivered after sale is carried in the account for which the sale is to be effected, or (2) such member is informed that the seller owns the security ordered to be sold and, as soon as is possible without undue inconvenience or expense, will deliver the security owned to the account for which the sale is to be effected. (d) The provisions of paragraph (a) hereof shall not apply to (k) Disclosure of Stabilizing. Any person subject to this rule who sells to, or purchases for the account of, any person, any security or any right or warrant to subscribe to any such security, where the price of such security, right or warrant has been stabilized, shall give or send to such person, at or before the completion of each transaction entered into while the distribution is in progress, written notice that stabilizing purchases may be or have been effected. If, however, at or before the completion of the transaction, the purchaser receives a prospectus, offering circular, confirmation or other writing containing a statement similar to that comprising the legend provided for in Rule 426 under the Securities Act. of 1933, then no other written notice with respect to stabilizing need be given to such purchaser. (1) Reporting Requirements. A person subjest to this rule shall file with the Commission the reports and notices required to be filed by Rule 17a 2 even though he is not subject to that rule as a broker, dealer, or member of a national urities exchange, C) Limitation of Liability. Whenever any wet done or omitted by any person subject to this rule would involve a violation of such rule only. if some other person had previously done or omitted to do some other act, the act or omission of such first mentioned person shall not involve a violation unless such first mentioned person knew or had reason to know that such other person had previously done or omitted to do such other act. (n) Exempted Securities. The provisions of this rule shall not apply to "exempted securities," we defined in section 3(a) (12) of the Act, including securities issued, or guaranteed both as to principal and interest, by the International Bank for Reconstruction and Development. (a) Exempted Transactions. This rule shall not prohibit any transaction or transactions if The Commission, upon written request or upon its own motion, exempts such transaction or transactions, either unconditionally or on specified terms and conditions, as not constituting a manipulative or deceptive device or contrivance comprehended within the purpose of this rule. Rule 10b-8, Distributions Through Rights (a) Scope of Rule. It shall constitute a "manipulative or deceptive device or contrivance" as used in section 10(b) of the Act for any person participating in a distribution of securities being re e t offered through rights issued on a proz to security holders, directly or indire use of any means or instrumentality of o commerce, or of the mails, or of any fadir national securities exchange, to do any hibited by this rule prior to the expiratio rights: Provided, however. That a perso be subject to this rule merely because bes compensation from the issuer of the t obtaining exercises of rights by security to whom they were originally issued. (b) Except as provided in paragrap person subject to this rule shall offer or s securities being distributed, or securities same class and series, at a price in exces last price set by the person or persons ma the distribution or by a formula prescribed agreement with such person or persons. price may be set from time to time, but an of price set in any calendar day may not be ins more than once during such day. If the p pal market for such security is a securite change, such price shall not, at the time it set, exceed the price at which such security sold on such exchange (plus an amount equal exchange commission) or the current asked! on such exchange (plus such commissions), i ever is higher. If the principal market for security is not a securities exchange, such sale: shall not, at the time it is so set, exceed the hig price at which a dealer not participating in distribution is then offering the security to o dealers (plus an amount equal to a dealer's cession). The amount of any accrued divide or interest may be added to such prices. (c) The provisions of paragraph (b) shall apply to (1) privately negotiated transactic effected otherwise than on a securities exchang among persons participating in the distributio or (2) odd-lot transactions (and the off-settin round-lot transactions hereinafter referred to) a person registered as an odd-lot dealer in su security on a national securities exchange who of sets such odd-lot transactions in such security by round-lot transactions as promptly as possible; of (3) brokerage transactions not involving solicita tion of the customer's order; or (4) offers and sales at the subscription price to holders of rights: or (5) offers and sales to members of any group or class entitled to a special price; or (6) offers and sales of securities owned beneficially on the MANIPULATIVE AND DECEPTIVE DEVICES AND CONTRIVANCES Rule 10b-1. Prohibition of Use of Manipulative or Deceptive Devices or Contrivances With Respect to Certain Securities Exempted From Registration The term manipulative or deceptive device or contrivance, as used in section 10(b), is hereby defined to include any act or omission to act with respect to any security exempted from the operation of section 12(a) pursuant to a rule which specifically provides that this rule shall be applicable to such security, if such act or omission to act would have been unlawful under section 9(a), or any rule or regulation heretofore or hereafter prescribed thereunder, if done or omitted to be done with respect to a security registered on a national securities exchange, and the use of any means or instrumentality of interstate commerce or of the mails or of any facility of any national securities exchange to use or employ any such device or contrivance in connection with the purchase or sale of any such security is hereby prohibited. Rule 10b-2. Solicitation of Purchases on an (a) No person, participating or otherwise financially interested in the primary or secondary distribution of any security of any issuer, shall, by the use of any means or instrumentality of interstate commerce or of the mails, or of any facility of any national securities exchange (1) Pay or offer or agree to pay, directly or indirectly, to any person any compensation for soliciting another to purchase any security of the same issuer on a national securities exchange, or for purchasing any security of the same issuer on any such exchange for any account other than the account of the person who pays or is to pay such compensation; or (2) Sell, offer to sell or induce an offer to buy such security, or deliver such security after sale, if, in connection with such distribution, such person has paid, or has offered or agreed to pay, directly or indirectly, to any person, any compensation for soliciting another to purchase any security of the same issuer on any national securities exchange, or for purchasing any security of the same issuer on any such exchange for any account other than the account of the person who has paid or is to pay such compensation. (b) No person, participating or otherwise financially interested in the primary or secondary distribution of any security of any issuer, shall cause a purchase or sale of any security of the same issuer on a national securities exchange by paying or offering or agreeing to pay, directly or indirectly, to any person any compensation for soliciting another to purchase such security on any such exchange, or for purchasing such security on any such exchange for any account other than the account of the person who pays or is to pay such compensation. (c) The provisions of this rule shall not apply in respect to any salary paid by a broker or dealer to any person regularly employed by him whose ordinary duties include the solicitation or execution of brokerage orders on a national securities exchange, if such salary represents only ordinary compensation for the discharge by such person of such duties in the regular course of his employment, and is not paid, in whole or in part, directly or indirectly, for the inducement by such person of the purchase or sale on a national securities exchange of any security of the issuer of the security in the primary or secondary distribution of which such broker or dealer is participating or otherwise financially interested. (d) (1) The provisions of this rule shall not apply to any transaction involving the payment of compensation pursuant to the terms of an effective plan authorizing the payment of such compensation in connection with a distribution of securities, which plan has been filed with the Commission by a national securities exchange, provided that the person paying such compensation does not know or have reasonable grounds to believe, at the time he pays or offers or agrees to pay such compensation, that transactions connected with such distribution are being carried out in violation of such plan. (2) For the purposes of this rule a plan filed with the Commission by a national securities exchange shall not become effective unless the Commission, having due regard for the public interest and for the protection of investors, declares the plan to be effective. The Commission in its declaration may impose such terms and conditions relating to the provisions of the plan and the |