called for by clauses (A) and (B) of subiph (1) hereof; and

Promptly notify the Commission and the s of such syndicate or group of the date he when stabilizing was terminated.

Reports as Manager. Any person subject I rule who effects one or more stabilizing ses for his sole account or for the account ndicate or group shall:

Report to the Commission "as manager" m X-17A-1, not later than three business ollowing the day upon which the first stapurchase was effected, all purchases, sales ansfers, in the stabilized and offered secuand if the offering is a rights offering, in rhts, during the period beginning on the business day prior to the first day upon the offering was made or beginning on the ss day prior to the day on which the first zing purchase was effected, whichever date ier, and ending on the day upon which the abilizing purchase was effected: provided, er, That in the case of securities offered purto an effective registration statement under curities Act of 1933 the distribution shall deemed to commence for purposes of this ragraph (1) prior to the effective date of the ration statement; and

Until stabilizing is terminated. report to ommission "as manager" on Form X-17A-1, ter than the next business day, all purchases, and transfers, effected on any day in the staand offered securities. and in the rights;

If such person has a short position in the zed or offered security when stabilizing is mated, report to the Commission "as manon Form X-17A-1, not later than the next ess day, all purchases, sales and transfers. ed on any day in such security, until such position is covered.

Notwithstanding the provisions of subparhs (1), (2) and (3) of this paragraph (d), person stabilizing is stabilizing for the acof a syndicate or group, he shall report "as ger" only such transactions as are effected e account of such syndicate or group.

Reports Not as Managers.-The manager ny other person subject to this rule who participation in an account for which a stag purchase is effected (other than a person

stabilizing for his sole account all of whose transactions are reported "as manager") shall report "not as manager" to the Commission on Form X-17A-1, not later than five business days following the day upon which stabilizing was terminated, all purchases, sales and transfers in the stabilized and offered securities, and if the offering is a rights offering, in the rights, during the period beginning on the ninth business day prior to the first day upon which the offering was made or on the business day prior to the day upon which the first stabilizing purchase was effected, whichever date is earlier, and ending on the day when stabilizing was terminated; provided, however, (i) that transactions reported "as manager" shall not again be reported "not as manager" and (ii) that in the case of securities offered pursuant to an effective registration statement under the Securities Act of 1933 the distribution shall not be deemed to commence for purposes of this paragraph (e) prior to the effective date of the registration statement.

(f) Public Records. Reports filed pursuant to this rule will be available for public inspection after all of the required reports have been filed. Rule 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, shall make and keep current the following books and records relating to his business:

(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.

(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 partners thereof, all purchases, sales, receipts, and deliveries of securities and commodities for such account and all other debits and credits to such account.

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

(A) securities in transfer;

(B) dividends and interest received;

(C) securities borrowed and securities loaned;

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

(E) 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 broker, or dealer showing the price and extent feasible, the time of execution

(8) Copies of confirmations of all purch sales of securities and copies of notices of debits and credits for securities, cash, items for the account of customers and p of such member, broker, or dealer.

(9) A record in respect of each cash and account with such member, broker, or des taining the name and address of the be owner of such account and, in the case of 12 account, the signature of such owner: that, in the case of a joint account or a of a corporation, such records are requir in respect of the person or persons author transact business for such account.

(10) A record of all puts, calls, spread dles, and other options in which such broker, or dealer has any direct or indiret or which such member, broker, or dar granted or guaranteed, containing, at identification of the security and the units involved.

(11) A record of the proof of money of all ledger accounts in the form of Such trial balances shall be prepa rently at least once a month.

ances.

(12) (A) A questionnaire or app employment executed by each "associated (as hereinafter defined) of such member. dealer, which questionnaire or applica be approved in writing by an author f sentative of such member, broker or dai shall contain at least the following inf with respect to such person:

(1) his name, address, social security and the starting date of his employment association with the member, broker or

(2) his date of birth;

(3) the educational institutions atter him and whether or not he graduated ther

(4) a complete, consecutive statement f business connections for at least the preyears, including his reason for leaving ea employment, and whether the employ part-time or full-time;

(5) a record of any denial of members registration, and of any disciplinary act or sanction imposed, upon him by any fec state agency, or by any national sec

a record of any other name or names by he has been known or which he has used; ed, however, that if such associated person en registered as a registered representative

member, broker or dealer with, or his ement has been approved by, the National Ason of Securities Dealers, Inc., or the Ameriock Exchange, the Boston Stock Exchange, dwest Stock Exchange, the New York Stock nge, the Pacific Coast Stock Exchange, or iladelphia-Baltimore Stock Exchange, then on of a full, correct, and complete copy of d all applications for such registration or al shall be deemed to satisfy the requireof this subparagraph.

For purposes of subparagraph (12) of aph (a) of this rule the term "associated "shall mean a partner, officer, director, an, trader, manager, or any employee hanunds or securities or soliciting transactions ounts for such member, broker or dealer. This rule shall not be deemed to require ber of a national securities exchange to make p such records of transactions cleared for member by another member as are customarde and kept by the clearing member. This rule shall not be deemed to require aber of a national securities exchange, or a or dealer registered pursuant to section 15 e Securities Exchange Act of 1934, as ed, to make or keep such records as are reby paragraph (a) reflecting the sale of HStates Tax Savings Notes, United States

Defense Savings Stamps, or United States Defense Savings Bonds, Series E, F, and G.

(d) The records specified in paragraph (a) of this rule shall not be required with respect to any cash transaction of $100.00 or less involving only subscription rights or warrants which by their terms expire within 90 days after the issuance thereof.

Rule 17a-4. Records To Be Preserved by Certain Exchange Members, Brokers, and Dealers.

(a) Every member, broker, and dealer subject to Rule 17a-3 shall preserve for a period of not less than six years, the first two years in an easily accessible place, all records required to be made pursuant to paragraphs 1, 2, 3, and 5 of Rule 17a-3. (b) Every such member, broker, and dealer shall preserve for a period of not less than three years, the first two years in an easily accessible place: (1) All records required to be made pursuant to paragraphs 4, 6, 7, 8, 9, and 10 of Rule 17a-3. (2) All checkbooks, bank statements, canceled checks, and cash reconciliations.

(3) All bills receivable or payable (or copies thereof), paid or unpaid, relating to the business of such member, broker, or dealer, as such.

(4) Originals of all communications received and copies of all communications sent by such member, broker, or dealer (including interoffice memoranda and communications) relating to his business as such.

(5) All trial balances, financial statements, branch office reconciliations, and internal audit working papers, relating to the business of such member, broker, or dealer, as such.

(6) All guarantees of accounts and all powers of attorney and other evidence of the granting of any discretionary authority given in respect of any account, and copies of resolutions empowering an agent to act on behalf of a corporation.

(7) All written agreements (or copies thereof) entered into by such member, broker, or dealer relating to his business as such, including agreements with respect to any account.

(c) Every such member, broker, and dealer shall preserve for a period of not less than six years after the closing of any customer's account any account cards or records which relate to the

terms and conditions with respect to the opening and maintenance of such account.

(d) Every such member, broker, and dealer shall preserve during the life of the enterprise and of any successor enterprise all partnership articles or, in the case of a corporation, all articles of incorporation or charter, minute books, and stock certificate books.

(e) Every such member, broker and dealer shall maintain and preserve in an easily accessible place all records required under subparagraph (12) of Rule 17a-3 until at least 3 years after the "associated person" has terminated his employment and any other connection with the member, broker or dealer.

(f) After a record or other document has been preserved for 2 years, a photograph thereof on film may be substituted there for for the balance of the required time.

(g) If a person who has been subject to Rule 17a-3 ceases to transact a business in securities directly with others than members of a national securities exchange, or ceases to transact a business in securities through the medium of a member of a national securities exchange, or ceases to be registered pursuant to section 15 of the Securities Exchange Act of 1934, as amended, such person shall, for the remainder of the periods of time specified in this rule, continue to preserve the records which he theretofore preserved pursuant to this rule.

Rule 17a-5. Reports To Be Made by Certain

Exchange Members, Brokers, and Dealers. (a) Filing reports. This rule shall apply to every member of a national securities exchange who transacts a business in securities directly with or for others than members of a national securities exchange, every broker or dealer (other than a member) who transacts a business in securities through the medium of any member of a national securities exchange, and every broker or dealer registered pursuant to section 15 of the Act.

Every member, broker or dealer subject to this rule shall file reports of financial condition containing the information required by Form X-17A5, as follows: (A) a report shall be filed as of a date within each calendar year, except that (i) the first such report of a member, broker or dealer (other than one succeeding to and continuing the business of another member, broker or dealer)

shall be as of a date not less than one than five months after the date on wh member, broker or dealer becomes subje rule (in the case of a registered broker this shall be the date the registration effective) and (ii) a member, broker i succeeding to and continuing the busines other member, broker or dealer need report as of a date in the calendar year the succession occurs if the predecessor broker or dealer has filed a Form X-1 port in compliance with this rule as of 1 such calendar year; (B) such reports shall not more than 45 days after the date of th of financial condition; and (C) reports two consecutive years shall not be as di within four months of each other. The provided for in this rule shall be filed cate original with the Regional Office of the mission for the region in which the broker or dealer has his or its principal pa business.

(b) Nature and form of reportsport of financial condition filed pursuant graph (a) hereof shall be prepared sr accordance with the following requireme

(1) The report of a member, brokera shall be certified by a certified public a or a public accountant who shall be in fa pendent; provided, however, that such rep not be certified if, since the date of the financial statement or report filed pus Rule 15b-8 or 17a-5 (A) said member " transacted a business in securities directly for others than members of a national s. exchange; has not carried any margins credit balance or security for any pers than a general partner; and has not been to file a certified financial statement with tional securities exchange; or (B) his or ties business has been limited to acting s (agent) for the issuer in soliciting subser for securities of such issuer, said bro! promptly transmitted to such issuer all f promptly delivered to the subscriber all s received in connection therewith, and has not otherwise held funds or securitie owed money or securities to customers; or or its securities business has been limited to! and selling evidences of indebtedness se

age, deed of trust, or other lien upon real or leasehold interests, and said broker or has not carried any margin account, credit ce, or security for any securities customer. ember, broker or dealer who files a report is not certified shall include in the oath or ation required by paragraph (b) (2) of this statement of the facts and circumstances upon as a basis for exemption from the cerion requirements.

Attached to the report shall be an oath or lation that, to the best knowledge and belief › person making such oath or affirmation, (A) nancial statement and supporting schedules ue and correct and (B) neither the member, er, or dealer, nor any partner, officer, or direcis the case may be, has any proprietary int in any account classified solely as that of a mer. The oath or affirmation shall be made e a person duly authorized to administer such or affirmations. If the member, broker, or r is a sole proprietorship, the oath or affirmashall be made by the proprietor; if a partnerby a general partner; or if a corporation, by ly authorized officer.

) If the schedules furnished pursuant to the rements of items (a), (b), and (c) of part

Form X-17A-5 are bound separately from alance of the report they shall be deemed dential, except that they shall be available fficial use by any official or employee of the ed States or any State; by national securities nges and national securities associations of n the person filing such report is a member; y any other person to whom the Commission rizes disclosure of such information as being e public interest. Nothing contained in this graph shall be deemed to be in derogation of ules of any national securities association or nal securities exchange which give to cuss of a member, broker, or dealer the right, request to such member, broker, or dealer, to n information relative to his financial tion.

Use of certain statements filed with the rities and Exchange Commission, state missions and national securities exchanges. Any member, broker, or dealer who is subo the provisions of paragraph (a) hereof may lieu of the report required by that paragraph

a copy of any financial statement which he is, or has been, required to file with any national securities exchange of which he is a member, or with any agency of any State as a condition of doing business in securities therein: Provided, That (A) the copy so included reflects his financial condition as of a date not more than forty-five (45) days prior to the filing thereof with the Commission; and (B) the report, as filed with this Commission, meets the requirements of this rule and Form X-17A-5 and contains the information called for by that form.

(2) At the request of any member, broker, or dealer who is (A) an investment company registered under the Investment Company Act of 1940, or (B) a sponsor or depositor of such a registered investment company who effects transactions in securities only with, or on behalf of, such registered investment company, the Commission will accept any statement of his financial condition filed pursuant to sections 13 or 15 (d) of the Securities Exchange Act of 1934 or section 30 of the Investment Company Act of 1940 and the rules and regulations promulgated thereunder as a filing pursuant to this rule. Such a filing shall be deemed to satisfy the requirements of this rule for any calendar year in which such a financial statement is filed: Provided, That the statement so filed meets the requirements of the other rules under which it is filed with respect to time of filing and content.

(d) Extension of time for filing reports.—In the event any member, broker, or dealer finds that he cannot file his report for any year within the time specified in paragraphs (a) or (c) hereof without undue hardship, he may file with the Commission an application for an extension of time to a specified date which shall not be more than 90 days after the date as of which his financial condition is reported. The application shall state the reasons for the requested extension and shall contain an agreement to file the report on or before the specified date. The application shall be deemed granted unless the Commission, within ten days after receipt thereof, enters an order denying the application.

(e) Exemptions.-Any "bank," as defined in section 3 (a) (6) of the Act, shall be exempt from the provisions of this rule..