THIS STATEMENT IS NOT AN ASSURANCE THAT THE PRICE(S) OF THE ABOVE SECURITY(IES) WILL BE STABILIZED OR THAT THE STABILIZING, IF COMMENCED, MAY NOT BE DISCONTINUED AT ANY TIME.

(Secs. 10 (b), 19 (a), 205, 209, 48 Stat. 81, 85, 906, 908; 15 U.S.C. 77j (b), 77s (a)) [Rule S-827, effective Mar. 15, 1939; 4 F.R. 699]

4700, except that any registration statement
filed with the Commission prior to Jan. 15,
have been appropriate for use prior to the
1940, may be filed on such form as would
adoption of Form S-10.

PART 240-RULES AND REGULA-
TIONS, SECURITIES EXCHANGE
ACT OF 1934

§ 240.3a12-24 Exemption from section 12 (a) of certain certificates of deposit is§ 230.837 Omissions from prospec-sued under deposit agreements having tuses for securities registered on Form governmental managers; prohibition of G-1. [Revoked] use of manipulative or deceptive devices NOTE: This section was revoked, effective or contrivances with respect thereto. (a) Certificates of deposit shall be ex

Jan. 15, 1940; 4 F.R. 4701.

§ 230.838 Omissions from prospec-empt from the operation of section 12 tuses for securities registered on Form (a) (48 Stat. 892; 15 U.S.C. 781 (a)), if: G-2. [Revoked]

(1) A State or any political subdivi

NOTE: This section was revoked, effective sion thereof or any agency or instrumenJan. 15, 1940; 4 F.R. 4701.

§ 230.930 Calculation of time.

*

*

(b) In the case of statements which become effective pursuant to section 8 (a) (48 Stat. 79; 15 U.S.C. 77h (a)) on the 20th day after the filing thereof, the 20th day shall be deemed to begin at the expiration of 19 periods, of 24 hours each, from 4:30 p. m. eastern standard time on the date of filing. [As amended, effective July 20, 1939; 4 F.R. 33911

tality of a State or any municipal corporate instrumentality of one or more States, acting through one or more of its duly authorized officers or otherwise, is the person primarily performing the acts and assuming the duties of manager pursuant to the provisions of the deposit agreement under which such certificates of deposit are issued; and

(2) Deposit under such agreement constitutes assent to a plan which provides for the issuance of securities of, or the payment of cash by, such State, political subdivision, agency, or instrumentality in return for the securities de

PART 239-FORMS, SECURITIES ACT posited under such agreement; and

OF 1933

(3) Each depositary designated to act under such agreement has been so des

sion, agency or instrumentality; and

NOTE: Amendment No. 32 to the instruc-ignated by such State, political subdivition book for Form A-2, as adopted and published on Apr. 22, 1938 (3 F.R. 800) was continued in effect until further action by the Commission, effective Feb. 25, 1939; 4 F.R. 1043.

The instruction book for Form A-2, was amended by addition of a new paragraph, by Amdt. 33, effective Mar. 15, 1939; 4 F.R. 699.

under such deposit agreement is a corpo(4) Each depositary designated to act and doing business under the laws of the ration or association which is organized United States or of a State, is authorized under such laws to exercise fiduciary powers, and is subject to supervision or examination by Federal or State author

All forms adopted during the period covered by this Supplement were filed with the Division of the Federal Register but were not printed in the FEDERAL REGISTER. Notice of the filing was printed in the FEDERAL REGIS-ity.

TER as follows:

Forms 1-G and 2-G for reports of sales of oil or gas rights, were amended to read as set forth in the mimeographed copies of forms 1-G and 2-G marked "revised June 1, 1939", effective June 1, 1939; 4 F.R. 2019.

Forms G-1 and G-2, for registration of oil and gas royalty interests, were repealed, effective January 15, 1940; 4 F.R. 4701.

Form S-10 for oil or gas interests or rights, was adopted, effective Nov. 27, 1939; 4 F.R.

shall be applicable to all securities ex(b) Sections 240.3a12-1 and 240.10b-1 empted from the operation of section 12 (a) of the Act by paragraph (a) of this section.

(a), 48 Stat. 884, 891, 901, sec. 8, 49 Stat. (Secs. 3 (a) (12), 10 (b), 23 1379; 15 U.S.C. 78c (a) (12), 78j (b), 15 U.S.C., Sup., 78w (a)) [Rule X-12A–9, effective Sept. 27, 1939; 4 F.R. 4071]

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§ 240.10a-1 Short sales. (a) No person | sulted from a mistake made in good shall, for his own account or for the ac- faith, (ii) that the condition of the marcount of any other person, effect on a ket at the time the mistake was discovnational securities exchange a short sale ered was such that undue hardship of any security (1) below the price at would result from covering the transacwhich the last sale thereof, regular way, tion by a "purchase for cash," and (iii) was effected on such exchange, or (2) at that due diligence was used to ascertain such price unless such price is above that the circumstances specified in the next preceding different price at which a sale of such security, regular § 240.10a-1 (c) (1) existed or to obtain way, was effected on such exchange. the information specified in § 240.10a-1 (c) (2). (Secs. 10 (a), 23 (a), 48 Stat. (d) or (8) any sale of a se- 891, 901, sec. 8, 49 Stat. 1379; 15 U.S.C. curity on a national securities exchange 78j (a), 15 U.S.C., Sup., 78w (a)) [As effected for a special international arbi- | amended, effective Mar. 20, 1939; 4 F.R. trage account for the bona fide purpose 1210] of profiting from a current difference between the price of such security on a securities market not within or subject to the jurisdiction of the United States NOTE: Paragraphs (d)-(g) of this section and on such national securities exchange; tion 220 of the Motor Carrier Act, 1935," after were amended by adding the words "or secProvided, The seller at the time of such the words "section 20 of the Interstate Comsale knows or, by virtue of informa-merce Act, as amended," effective Feb. 2, 1939; tion currently received, has reasonable 4 F.R. 509. grounds to believe that an offer enabling him to cover such sale is then available to him in such foreign securities market and intends to accept such offer immediately.

For the purpose of this subparagraph a depositary receipt for a security shall be deemed to be the same security as the security represented by such receipt. (Secs. 10 (a), 23 (a), 48 Stat. 891, 901, sec. 8, 49 Stat. 1379; 15 U.S.C. 78j (a), 15 U.S.C., Sup., 78w (a)) [As amended, effective Mar. 20, 1939; 4 F.R. 1209]

CROSS REFERENCE: For definition of "Short sale," see § 240.3b-3.

NOTE: Paragraph (a) of this section was amended, and paragraph (d) was amended by deleting the word "or" before subparagraph (7), and by the addition of the word "or" and subparagraph (8) at the end thereof, effective Mar. 20, 1939; 4 F.R. 1209.

§ 240.10a-2 Requirements for covering purchases.

(b) The provisions of paragraph (a) of this section shall not apply (1) to the lending of a security by a member through the medium of a loan to another member, or (2) to any loan, or arrangement for the loan, of any security, or to any failure to deliver any security if, prior to such loan, arrangement, or failure to deliver, the exchange upon which the sale requiring the delivery of such security was effected finds (i) that such sale re

§ 240.12b-1 Forms for permanent registration of securities.

$ 240.13a-2 Forms for annual reports.

NOTE: Paragraphs (c) and (d) of this section were amended by adding the words "or section 220 of the Motor Carrier Act, 1935," after the words "section 20 of the Interstate Commerce Act, as amended," effective Feb. 2, 1939; 4 F.R. 509.

or

§ 240.15aa-1 Registration of a national an affiliated securities association. Any application for registration of an association as a national, or as an affiliated, securities association shall be made in triplicate on Form X-15AA-1 accompanied by three copies of the exhibits prescribed by the Commission to be filed in connection therewith. (Sec. 15A, as added by sec. 1, 52 Stat. 1070, sec. 23 (a), 48 Stat. 901, sec. 8, 49 Stat. 1379; 15 [Rule XU.S.C., Sup., 780-3, 78w (a)) 15AA-1, effective July 13, 1939; 4 FR. 3134]

§ 240.15aj-1 Amendments and supplements to registration statements of securities associations. Every association applying for registration or registered as a national securities association or as an affiliated securities association shall keep its registration statement up-to-date in the manner prescribed below:

(a) Amendments. Promptly after the discovery of any inaccuracy in the registration statement or in any amendment or supplement thereto the association shall file with the Commission an amendment correcting such inaccuracy.

(b) Current supplements. Promptly broker or dealer who transacts a business after any change which renders no longer in securities through the medium of any accurate any information contained or such member, and every broker or dealer incorporated in the registration state-registered pursuant to section 15 of the ment or in any amendment or supple- Securities Exchange Act of 1934, as ment thereto the association shall file amended (48 Stat. 895, sec. 3, 49 Stat. with the Commission a current supple- 1377, sec. 2, 52 Stat. 1075; 15 U.S.C., Sup., ment setting forth such change, except 780), who effects any transactions for the thatpurpose of pegging, fixing or stabilizing (hereinafter referred to as stabilizing) the price of any security to facilitate an offering in respect of which a registration statement is filed under the Securities Act of 1933, as amended, shall send to the Commission in triplicate

(1) Supplements setting forth changes in the information called for in Exhibits C and D need not be filed until 10 days after the calendar month in which the changes occur, and

(2) No current supplements need be filed with respect to changes in the information called for in Exhibit B.

(c) Annual supplements. (1) Promptly after March 1 of each year, the association shall file with the Commission an annual consolidated supplement as of such date on Form X-15AJ-2. (2) Promptly after the close of each fiscal year of the association, it shall file with the Commission a supplement setting forth its balance sheet as of the close of such year and its income and expense statement for such year.

(1) a report on Form X-17A-1 on the first business day following each day on which any purchase or sale of the offered security or the security being stabilized is effected by the manager of the stabilizing syndicate, as such, or if there is no such syndicate, by such member, broker or dealer, for his own account;

(2) a report on Form X-17A-2 on the first business day following each day on which such member, broker or dealer effects, for any account, any purchase or sale of the offered security or the security being stabilized which is not otherwise reported on Form X-17A-1;

such date on which such member, broker or dealer effected, for his own account, any purchase or sale of the offered security or the security being stabilized; and

(4) a report on Form X-17A-3 within 10 days following the first day on which each offering, which the stabilizing transactions are designed to facilitate, is made.

(d) Each amendment or supplement shall be filed in triplicate, at least one of which must be signed and attested, (3) reports on Form X-17A-1 within in the same manner as required in the 3 business days following the date on case of the original registration state- which the stabilizing is commenced, covment, and must conform to the require-ering each day in the 20 days preceding ments of 240.0-2 and Form X-15AJ-1, except that the annual consolidated supplement shall be filed on Form X-15AJ-2. All amendments and supplements shall be dated and numbered in order of filing. One amendment or supplement may include any number of changes. In addition to the formal filing of amendments and supplements above described, each association shall send to the Commission three copies of any notices, reports, circulars, loose-leaf insertions, riders, new additions, lists or other records of changes covered by amendments or supplements when, as and if such records are made available to members of the association. (Sec. 15A, as added by sec. 1, 52 Stat. 1070, sec. 23 (a), 48 Stat. 901, sec. 8, 49 Stat. 1379; 15 U.S.C., Sup., 780-3, 78w (a)) [Rule X-15AJ-1, effective July 13, 1939; 4 F.R. 3134]

§ 240.17a-2 Reports of certain stabilizing activities. (a) Every member of a national securities exchange, and every

(b) Promptly upon the termination of the stabilizing, notice of such termination shall be given to the Commission. The reports required by subparagraphs (1) and (2) of paragraph (a) shall be filed until the stabilizing is terminated and the Commission is so notified, except that if any stabilizer then has a short position in any such security, he shall send to the Commission a report on Form X17A-1 on the first business day following each day on which the manager of the stabilizing syndicate, as such, effects any purchase to cover such short position, and a report on Form X-17A-2 on the first business day following each day

(4) Ledgers (or other records) reflecting the following:

(i) securities in transfer;

(ii) dividends and interest received; (iii) securities borrowed and securities loaned;

on which such stabilizer effects a pur- | ties for such account and all other debits chase, otherwise than through such man- and credits to such account. ager, to cover such short position. Separate reports shall be filed as to each such security and may be filed by one or more of the stabilizers on behalf of any of the stabilizers. For the purpose of this section and the forms prescribed hereby, the term "offered security" includes any security of the same class. Reports filed pursuant to this section will be available for public inspection after the stabilizers have filed all the reports required hereby. (Secs. 17 (a), 23 (a), 48 Stat. 897, 901, secs. 4, 8, 49 Stat. 1379; 15 U.S.C., Sup., 78q (a), 78w (a)) [Rule X-17A-2, effective Mar. 15, 1939; 4 F.R. 6991

§ 240.17a-3 Records to be made by certain exchange members, brokers and dealers. (a) 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, (48 Stat. 895, sec. 3, 49 Stat. 1377, sec. 2, 52 Stat. 1075; 15 U.S.C., Sup., 780) shall make and keep current the following books and records relating to his busi

ness:

(1) Blotters (or other records of original entry) containing an itemized daily record of all purchases and sales of securities, all receipts and deliveries of securities (including certificate numbers), all receipts and disbursements of cash and all other debits and credits. Such records shall show the account for which each such transaction was effected, the name and amount of securities, the unit and aggregate purchase or sale price (if any), the trade date, and the name or other designation of the person from whom purchased or received or to whom sold or delivered.

(2) Ledgers (or other records) reflecting all assets and liabilities, income and expense and capital accounts.

(iv) monies borrowed and monies loaned (together with a record of the collateral therefor and any substitutions in such collateral);

(v) 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 "long" 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

(3) Ledger accounts (or other records) itemizing separately as to each cash and margin account of every customer and of such member, broker or dealer and part-time of execution. ners thereof, all purchases, sales, receipts (8) Copies of confirmations of all purand deliveries of securities and commodi- chases and sales of securities and copies

Page 1119

(b) This section 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. (Secs. 17 (a), 23 (a), 48 Stat. 897, 901, secs. 4, 8, 49 Stat. 1379; 15 (d) Every such member, broker and U.S.C., Sup., 78q (a), 78w (a)) [Rule dealer shall preserve during the life of X-17A-3, effective Jan. 2, 1940; 4 F.R. the enterprise and of any successor en