and documents otherwise called for by the appropriate annual report form, if the registration statement

(1) has become effective and is not subject to any proceeding under section 8 (d) of the Securities Act of 1933, or to an order entered thereunder; and

(2) covers the fiscal period that would be covered by a report on the appropriate annual report form and contains all of the information, including financial statements and exhibits, required by the appropriate annual report form.

(b) Any registrant which would be entitled to file an annual report in accordance with this rule except for the fact that the registration statement does not contain financial statements meeting the requirements of the appropriate annual report

form, may nevertheless avail itself of the provisions of this rule if financial statements meeting the requirements of the appropriate annual report form are otherwise filed as a part of the report.

Rule 15d-4. Incorporation of Information Contained in a Prospectus.

Any registrant which has filed with the Commission pursuant to Rule 424 under the Securities Act of 1933 copies of a prospectus meeting the requirements of section 10 of that Act after the effective date of the registration statement may incorporate in its annual report pursuant to Rule 15d-1 any information, including financial statements, contained in the prospectus, provided a copy of the prospectus is filed as an exhibit to the annual report.

Rule 15d-10. Interim Reports.

(a) Every issuer which changes its fiscal closing date after the last fiscal year for which certified financial statements were filed in its registration statement shall file a report covering the resulting interim period not more than 120 days after the close of the interim period or after the date of the determination to change the fiscal closing date, whichever is later.

(b) A report pursuant to this rule shall be filed on the form appropriate for annual reports of the issuer and shall clearly indicate the period covered. If the report covers an interim period of less than 6 months, the financial statements filed therewith need not be certified but, if they are not certified, the issuer shall file with its next annual report certified financial statements covering the interim period.

(c) Notwithstanding the foregoing, a separate report need not be filed for any period of less than 3 months if the annual report of the issuer for either its preceding or succeeding fiscal year covers the interim period as well as the fiscal year. In such case balance sheets need be furnished only as of the close of the entire period but all other financial statements, including balance sheets schedules, shall be filed separately for both the fiscal year and the interim period.

Rule 15d-11. Current Reports on Form 8-K.

(a) Except as provided in paragraph (b), every registrant subject to Rule 15d-1 shall file a current report on Form 8-K within ten days after the close of any month during which any of the events specified in that form occurs, unless substantially the same information as that required by Form 8-K has been previously reported by the registrant.

(b) This rule shall not apply to foreign governments or political subdivisions thereof; foreign private issuers other than Canadian, Cuban, Mexican or Philippine issuers; issuers of American certificates against foreign issues; or to investment companies required to file quarterly reports pursuant to Rule 15d-12.

Rule 15d-12. Quarterly Reports of Investment Companies.

Every investment company registered under the Investment Company Act of 1940 which is subject to Rule 15d-1 and for which a quarterly form is prescribed shall file a quarterly report, on the appropriate form prescribed therefor, for each fiscal quarter for which it is required to file a quarterly report pursuant to section 30 (b) (1) of the Investment Company Act of 1940.

Rule 15d-13. Semi-Annual Reports on Form

9-K.

(a) Every issuer which, by reason of an undertaking contained in a registration statement under the Securities Act of 1933, is required to file annual reports on Form 10-K or Form U5S shall file a semi-annual report on Form 9-K for the first half of each fiscal year ending after the close of the latest fiscal year for which financial statements of such issuer were filed in a registration statement under the Securities Act of 1933: Provided, however, That no such report need be filed for any semi-annual period ending prior to June 30, 1955.

(b) Such reports on Form 9-K shall be filed not more than 45 days after the end of the sixmonth period for which they are filed. However, the report for any period ending prior to the effective date of the registration statement, unless the issuer was subject to this rule prior to such date, may be filed not more than 45 days after the effective date of the registration statement.

(c) Notwithstanding paragraph (a) of this rule, semi-annual reports on Form 9-K shall not be required to be filed by the following types of issuers:

(1) banks and bank holding companies;
(2) investment companies;

(3) insurance companies, other than title insurance;

(4) public utilities and common carriers which file financial reports with the Federal Power Commission, Federal Communications Commission or the Interstate Commerce Commission;

(5) companies engaged in the seasonal production and seasonal sale of a single-crop agricultural commodity;

(6) companies in the promotional or development stage to which paragraph (b) or (c) of Rule 5A-01 of Article 5A of Regulation S-X is applicable;

(7) foreign issuers other than private issuers domiciled in a North American country or Cuba. (d) Notwithstanding the foregoing paragraphs of this rule, reports pursuant to this rule on Form 9-K shall not be deemed to be "filed" for the purpose of section 18 of the Act or otherwise subject to the liabilities of that section, but shall be subject to all other provisions of the Act.

Rule 15d-14. Reports by Canadian Banks.

(a) Any bank existing under the laws of the Dominion of Canada and subject to the Bank Act of Canada may file as its annual report pursuant to Rule 15d-1 the information and documents which such bank is required by section 53 of such Act or any section superseding such section, to furnish to its stockholders. Such information and documents, if not in the English language, shall be accompanied by an English translation, shall be filed under cover of the facing sheet of Form 10-K, and shall be accompanied by the signatures required by that form. Such annual report shall be filed with the Commission not later than the expiration of the period specified in the Act within which such information and documents are required to be sent to stockholders.

(b) Any such bank filing annual reports pursuant to this rule need not file current reports pursuant to Rule 15d-11 or quarterly reports pursuant to Rule 15d-13.

Rule 15d-20. Exemption of Closely Held Issuers from Reporting Requirements. (a) The Commission may, upon application and subject to appropriate terms and conditions, exempt an issuer from the operation of section 15 (d) of the Act with respect to the duty to file any reports required by that section and the rules and regulations thereunder if the Commission finds that

(1) All of the outstanding securities of such issuer are held of record and the number of such record holders does not exceed 50 persons; and.

(2) The filing of such reports by such issuer is not necessary in the public interest or for the protection of investors.

(b) Notice of the filing of an application pursuant to this rule will be published in the Federal Register. Such notice will indicate the earliest date upon which an order disposing of the matter may be issued and will also provide that any interested person may, within a period of time specified in the notice, request a hearing on the matter or submit to the Commission in writing any facts bearing upon the desirability of such a hearing.

(c) The Commission will order a hearing on the matter upon its own notice, or upon the request of any interested person, if it appears that

deems appropriate. The applicant may respond to this material within 10 days.

(d) Where it deems it appropriate to do so, the Commission may grant or deny an application on the basis of the papers filed by the parties, without oral hearing. Any objection to such procedure or request for oral hearing or argument should be submitted promptly and, if the Commission invites public comment on the application, within such time as may be specified in the notice inviting such comment.

(e) The Rules of Practice shall apply to proceedings under this rule to the extent that they are not inconsistent with this rule. Attention is directed particularly to § 201.22, Rule 22 of the Rules of Practice, relating to form of papers and number of copies to be filed.

Rule 15ag-1. Application Pursuant to Section

15A(g) of the Act for Review of Disciplinary Action or Denial of Membership by a Registered Securities Association.

(a) Proceedings on an application under Section 15A (g) of the Act to review disciplinary action taken by a registered securities association or the action of such an association in denying admission to any broker or dealer seeking membership therein shall be governed by this rule. If the action complained of was based on the provisions of Section 15A (b) (4) of the Act or on any effective rule of such association adopted under such section or under Section 15A (b)(3) of the Act, application for relief should ordinarily be filed under Rule 15ab-1 and not under this rule, and any such application filed under this rule will be dismissed summarily unless it plainly alleges, with supporting detail, that the specific grounds on which the association's action was based did not exist in fact or were not valid under Section 15A (b) (4) of the Act or under any effective rule of the association adopted under such section or under Section 15A (b) (3) of the Act.

(b) An original and two copies of an application pursuant to Section 15A (g) of the Act for review of action taken by a registered securities association shall be filed with the Commission within 60 days after such action has been taken. The Secretary will serve a copy of the application on the association, which shall, within 10 days after receipt of the copy of the application, certify and file with the Commission the original, or one copy, of the record upon which the order complained of was entered, together with 3 copies of

an index to such record. The Secretary will serve upon the parties copies of such index and any papers subsequently filed.

(c) Within 20 days after receipt of a copy of the index, the applicant shall file seven copies of a brief or other statement in support of his application which shall state the specific grounds on which the application is based, the particular findings of the association to which he objects, and the relief sought. Any application not perfected by such a timely brief or statement covering at least the points mentioned above may be dismissed as abandoned.

(d) Within 20 days after receipt of applicant's brief or statement the association may file seven copies of an answer to the applicant's brief or statement and within 10 days of receipt of any such answer the applicant may file seven copies of a reply thereto. Any such papers not filed within the time provided will not be received except upon special permission of the Commission.

(e) On its own motion, the Commission may direct that the record under review be supplemented with such additional evidence as it may deem relevant. However, the association and persons who may be aggrieved by its action shall be obliged to adduce all evidence that they deem relevant in the proceedings before the association, and no such person shall be entitled to adduce additional evidence unless he shows to the satisfaction of the Commission that such additional evidence is material and that there were reasonable grounds for his failure to adduce such evidence in the hearings before the association. Any request for leave to adduce additional evidence shall be filed promptly so as not to delay the disposition of the proceeding.

(f) Oral argument before the Commission may be requested by the applicant or the association as follows: (1) by the association, with its answer, or on or before the date such answer would be required to be filed; or (2) by the applicant, within 10 days after receipt of the association's answer, or if no such answer is filed, within 30 days after the date on which the applicant filed his brief or statement. The Commission in its discretion may grant or deny any such request, and where it deems it appropriate to do so the Commission will grant or deny an application on the basis of the papers filed by the parties, without oral argument.

(g) The Rules of Practice shall apply to review proceedings under Section 15A (g) and (h) of the

Act to the extent that they are not inconsistent with this rule.

Rule 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 after any change which renders no longer accurate any information contained or incorporated in the reg. istration statement or in any amendment or supplement thereto the association shall file with the Commission a current supplement setting forth such change, except that—

(1) Supplements setting forth changes in the information called for in exhibit C 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.

(3) If changes in the information called for in items (1) and (2) of exhibit C are reported in any record which is published at least once a month by the association and promptly filed in triplicate with the Commission, no current supplement need be filed with respect thereto.

(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.

(d) Each amendment or supplement shall be filed in triplicate, at least one of which must be signed and attested, in the same manner as required in the case of the original registration statement, and must conform to the requirements of Rule 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.

Rule 15a12-1. Proceeding under Section 15A (1) (2) of the Act.

To the extent that a proceeding under section 15A (7) (2) of the Act involves the conduct of any person other than a member of a national securities association, it shall be governed by the provisions of Rule 15b-9.

Rule 16a-1. Filing of Statements.

(a) Initial statements of beneficial ownership of equity securities required by Section 16(a) of the Act shall be filed on Form 3. Statements of changes in such beneficial ownership required by that section shall be filed on Form 4. All such statements shall be prepared and filed in accordance with the requirements of the applicable form. (b) A person who is already filing statements pursuant to Section 16(a) of the Act need not file an additional statement on Form 3 when an additional class of equity securities of the same issuer becomes listed and registered on a national securi

ties exchange or when he assumes another or an additional relationship to the issuer; for example, when an officer becomes a director.

(c) Any issuer which has equity securities listed on more than one national securities exchange may designate one such exchange as the only exchange with which reports pursuant to Section 16(a) of the Act need be filed. Such designation shall be made in writing and shall be filed with the Commission and with each national securities exchange on which any equity security of the issuer is listed. After the filing of such designation the securities of such issuer shall be exempted with respect to the filing of statements pursuant to Section 16(a)