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(a) All over-the-counter secondary market transactions in securities (including restricted securities, as defined in Rule 144(a)(3) under the Securities Act) between members, including the rights and liabilities of the members participating in the transaction, and those operational procedures that affect the day-to-day business of members shall be subject to the provisions of this Code except:

(1) transactions in securities between members which are compared, cleared or settled through the facilities of a registered clearing agency, except to the extent that the rules of the clearing agency provide that rules of other organizations shall apply.

(2) transactions in securities exempted under Section 3(a)(12) of the Exchange Act.

(3) transactions in municipal securities as defined in Section 3(a)(29) of the Exchange Act.

(4) transactions in redeemable securities issued by companies registered under the Investment Company Act; provided however that the Code shall apply to secondary market transactions between members in any security issued by a registered investment company classified as a "unit investment trust" under Section 4 of the Investment Company Act. Redemption of securities directly by the trustee of the unit investment trust are not transactions between members for purposes of this subparagraph.

(5) transactions in Direct Participation Program securities as defined in Rule 2310, except as otherwise provided in this Code.

(b) The scope of coverage contained in paragraph (a) of this Rule may be expanded or limited in any Rule of this Code if specifically provided therein.

(c) In trades between members, failure to deliver the securities sold, or failure to pay for securities as delivered, on or after the settlement date, does not effect a cancellation of the contract. The remedy for the buyer or seller is provided for by Rules 11810 and 11820 respectively unless the parties mutually consent to cancel the trade. In every such case of nondelivery of securities, the party in default shall be liable for any damages which may accrue thereby. All claims for such damages shall be made promptly.

(d) The CUSIP number must be used on the Uniform Transfer Instruction Form, Uniform Delivery Ticket and the Uniform Comparison or Confirmation.

Amended by SR-FINRA-2010-060 eff. Dec. 15, 2010.
Amended by SR-FINRA-2010-030 eff. Dec. 15, 2010.
Amended by SR-NASD-97-06 eff. Apr. 9, 1997.
Amended by SR-NASD-95-53 eff. Jan. 29, 1996.
Amended eff. Jan. 1, 1973; Jan. 13, 1977; Apr. 7, 1978; Nov. 9, 1982; Mar. 18, 1983; Jan. 1, 1985.

Selected Notices: 83-69, 84-46, 84-68, 84-73, 91-63, 96-14, 10-49.

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