respect to any employee stock purchase, savings or similar plan: Provided

(1) The issuer of the stock or other securities offered to employees through their participation in the plan files annual reports on Form 10-K or U5S;

(2) Such issuer furnishes, as a part of its annual report on such form or as an amendment thereto, the information, financial statements and exhibits required by Form 11-K with respect to the plan; and

(3) Such issuer furnishes to the Commission copies of any annual reports to employees in ac

cordance with General Instruction D in Form 11-K.

(b) If the procedure permitted by this rule is followed, the information, financial statements and exhibits required by Form 11-K with respect to the plan shall be filed within 120 days after the end of the fiscal year of the plan, either as a part of or as an amendment to the annual report of the issuer for its last fiscal year: Provided, That if the fiscal year of the plan ends within 62 days prior to the end of the fiscal year of the issuer, such information, financial statements and exhibits may be furnished as a part of the issuer's next annual report.

Rule 15Aa-1. Registration of a National or 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.

(Formerly Rule 15aa-1, renumbered, Release 34-7700, dated Sept. 10, eff. Sept. 24, 1965.)

Rule 15Ab-1. Relief From Statutory Disqualification

(a) A broker or dealer desiring to apply for an order of the Commission approving or directing his admission to or continuance in membership in a national securities association, notwithstanding a disqualification under section 15A(b)(3), 15A (b) (4) or 15A (b) (5) of the Act or under any effective rule of any such association adopted under such sections, should first submit the matter to such association for a determination whether the association desires to admit or continue such broker or dealer in membership. If the association desires to admit or continue such broker or dealer in membership, it may file an application with the Commission on behalf of the broker or dealer, or the broker or dealer may file an application on his own behalf. If the association refuses to file such an application, the broker or dealer may file an application with the Commission for an order directing the association to admit or continue him in membership.

(b) An application for approval or direction shall set forth the facts with respect to the disqualification, the action of the association on the question of admission to or continuance in membership, and any other matters that the applicant deems relevant. If the application contains assertions of material facts that are not a matter of record before the association or elsewhere, it shall be sworn to or supported by affidavits. The ap plication may be accompanied by a brief.

(c) Copies of the application and other papers filed by either party will be served by the Secretary on the other party, except that such service will be considered unnecessary where the papers are filed by the association on behalf of the broker or dealer. Within 20 days after the service of an application on it, the association may file a statement of its position and such other material as it 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 section 201.22, Rule 22 of the Rules of Practice, relating to form of papers and number of copies to be filed.

(Amended para. (a) eff. Sept. 1, 1964, Release 34-7408. Formerly Rule 15ab-1, renumbered, Release 34-7700, dated Sept. 10, eff. Sept. 24, 1965.)

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) (3), 15A (b) (4), or 15A(b) (5) of the Act or on any effective rule of such association adopted under such sections, 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 dimissed 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) (3), 15A (b) (4) or 15A (b) (5) of the Act or under any effective rule of the association adopted under such sections.

(b) Seven copies of an application purusant to section 15A (g) of the Act for review of action taken by a registered securities associations shall be filed with the Commission within 30 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 three 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 prefected 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 requests 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.

(Amended paras. (a) and (b) eff. Sept. 1, 1964. Release 34-7408. Formerly Rule 15ag-1, renumbered, Release 347700, dated Sept. 10, eff. Sept. 24, 1965; amended para. (b), June 5, 1967, Release 34-8096, eff. June 5, 1967.) 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 described 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 registration 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 Form X-15AJ-1, except that the annual consolidated supplement shall be filed on Form X-15AJ2. All amendments and supplements shall be dated and numbered in order of filing. One amendment or supplement may include any numbers 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. (Formerly Rule 15aj-1, renumbered, Release 34-7700, dated Sept. 10, eff. Sept. 24, 1965.)

Rule 15Aj-2. Rules of a National Securities Association Relating to a System of Securities Quotations

(a) Any national securities association which adopts, or proposes to adopt, any rules providing for or regulating a system for the quotation of bid or offering or other prices of securities shall incorporate in such rules a provision to the effect that insofar as such rules prescribe the conditions of access to such system, such rules shall be applied and interpreted in accordance with the standards of subparagraphs 8 and 12 of paragraph (b) and paragraph (h) (2) of section 15A of the Act

including the requirement that rules of such an association shall be designed to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market, and not to permit unfair discrimination between customers or issuers, or brokers or dealers; to produce fair and informative quotations, both at the wholesale and retail level, to prevent fictitious or misleading quotations, and to promote orderly procedures for collecting and publishing quotations; and to assure that any disciplinary action pursuant to such rules shall not be excessive or oppressive, having due regard to the public interest.

(b) Such rules shall also provide a fair and orderly procedure with respect to the determination of whether any customer or issuer or broker or dealer may be excluded or limited in respect of requested access to such system including provisions:

(1) for notice of and opportunity to be heard upon the specific grounds for exclusion or limitation which are under consideration;

(2) that a record shall be kept ; and

(3) that the determination shall set forth the specific grounds upon which the exclusion or limitation is based.

(c) In the event of any such exclusion or limitation, such action shall be subject to review by the Commission, on its own motion, or upon application by any person aggrieved thereby filed within 30 days after such action has been taken or within such longer period as the Commission may deter mine. In any proceeding for such review, if the Commission, after appropriate notice and opportunity for hearing, and upon consideration of the record before the association and such other evi dence as it may deem relevant, determines that the specific grounds on which such action is based exist in fact and are in accord with the applicable rules of the association (including the provisions thereof required to be included by paragraph (a) of this rule), the Commission shall by order dismiss the proceeding. Otherwise, the Commission shall by order set aside the action of the association and require the association to accord the aggrieved person access to such system or to take such other action as may be appropriate, subject to such terms and conditions as the Commission determines to be in accordance with the public interest and consistent with the rules of such association.

(Adopted, Dec. 16, 1968, eff. Feb. 3, 1969, Release 348470.)