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  • Incorporated NYSE Rules

    FINRA is incorporating into its rulebook the rules of New York Stock Exchange LLC ("NYSE") listed below (the "Incorporated NYSE Rules"). The Incorporated NYSE Rules will apply solely to those members of FINRA that are also members of NYSE on or after July 30, 2007 ("Dual Members"), until such time as FINRA adopts a consolidated rulebook applicable to all of its members. The Incorporated NYSE Rules will apply to the same categories of persons to which they apply as of July 30, 2007. In applying the Incorporated NYSE Rules to Dual Members, FINRA also is incorporating the related interpretive positions set forth in the NYSE Rule Interpretations Handbook and NYSE Information Memos.

    • General Rules (Rules 1–38)

      • Definitions of Terms (Rules 1–19)

        • Rule 1. "The Exchange"

          The term "the Exchange," when used with reference to the administration of any rule, means the New York Stock Exchange LLC or the officer, employee, person, entity or committee to whom appropriate authority to administer such rule has been delegated by the Exchange.

          Unless otherwise indicated in the rule, the terms Board, Board of Directors, Chairman, Chairman of the Board, Chief Executive Officer, or CEO refer to the Board, Board of Directors, Chairman, Chairman of the Board, Chief Executive Officer and CEO of the Exchange.

          Amended:
          February 27, 2006, effective March 8, 2006 (NYSE-2005-77).

        • Rule 2. "Member," "Membership," "Member Firm," etc.

          (a) The term "member," when used to denote a natural person approved by the Exchange, means a natural person associated with a member organization who has been approved by the Exchange and designated by such member organization to effect transactions on the floor of the Exchange or any facility thereof.
          (b)
          (i) The term "member organization" means a registered broker or dealer (unless exempt pursuant to the Securities Exchange Act of 1934) that is a member of the Financial Industry Regulatory Authority ("FINRA") and approved by the Exchange and authorized to designate an associated natural person to effect transactions on the floor of the Exchange or any facility thereof. This term shall include a natural person so registered, approved and licensed who directly effects transactions on the floor of the Exchange or any facility thereof.
          (ii) The term "member organization" also includes a registered broker or dealer that is a member of FINRA, which does not own a trading license and agrees to be regulated by the Exchange as a member organization and which the Exchange has agreed to regulate.
          (iii) The term "member organization" includes "member firm" and "member corporation."
          (c) The term "approved person" means a person, other than a member, principal executive or employee of a member organization who controls a member organization or is engaged in a securities or kindred business that is controlled by, or under common control with a member or member organization who has been approved by the Exchange as an approved person.
          (d) The term "person" shall mean a natural person, corporation, limited liability company, partnership, association, joint stock company, trust, fund or any organized group of persons whether incorporated or not.
          (e) The term "control" means the power to direct or cause the direction of the management or policies of a person whether through ownership of securities, by contract or otherwise. A person shall be presumed to control another person if such person, directly or indirectly,
          (i) has the right to vote 25 percent or more of the voting securities,
          (ii) is entitled to receive 25 percent or more of the net profits, or
          (iii) is a director, general partner or principal executive (or person occupying a similar status or performing similar functions) of the other person.
          Any person who does not so own voting securities, participate in profits or function as a director, general partner or principal executive of another person shall be presumed not to control such other person. Any presumption may be rebutted by evidence, but shall continue until a determination to the contrary has been made by the Exchange.
          (f) The term "engaged in a securities or kindred business" shall mean transacting business generally as a broker or dealer in securities, including but not limited to, servicing customer accounts or introducing them to another person.
          (g) The term "State" shall mean any state of the United States, the District of Columbia, Puerto Rico, the Virgin Islands, or any other possession of the United States.
          (i) The term "Designated Market Maker" ("DMM") shall mean an individual member, officer, partner, employee or associated person of a Designated Market Maker Unit who is approved by the Exchange to act in the capacity of a DMM.
          (j) The term "DMM unit" is a member organization or unit within a member organization that has been approved to act as a DMM unit under Rule 98.
          Amended:
          March 26, 1970;
          February 1, 1973;
          August 9, 1976;
          July 13, 1978;
          April 2, 1979;
          January 21, 1981;
          February 27, 2006, effective March 8, 2006 (NYSE-2005-77),
          Amended by FINRA-2007-019 eff. Oct. 12, 2007.
          Amended by SR-FINRA-2008-036 eff. Nov. 11, 2008.
          Amended by SR-FINRA-2009-025 eff. Apr. 7, 2009.

          Selected Notices: 07-52, 08-64.

        • Rule 3. "Security"

          The term "security" or "securities" shall have the meaning given those terms in the Securities Exchange Act of 1934, as amended, and the General Rules and Regulations thereunder.

          Amended:
          March 14, 1977.

        • Rule 4. "Stock"

          The term "stock" includes voting trust certificates, certificates of deposit for stocks, rights, warrants, and other securities of a type classified for trading as stocks by the Exchange.

          Amended:
          March 26, 1970.

        • Rule 5. "Bond"

          The term "bond" includes debentures, notes, certificates of deposit for bonds, debentures or notes, and other securities of a type classified for trading as bonds by the Exchange.

          Amended:
          March 26, 1970.

        • Rule 6. "Floor"

          The term "Floor" means the trading Floor of the Exchange and the premises immediately adjacent thereto, such as the various entrances and lobbies of the 11 Wall Street, 18 New Street, 8 Broad Street, 12 Broad Street and 18 Broad Street Buildings, and also means the telephone facilities available in these locations.

          Amended:
          June 14, 2007 (NYSE-2007-51).

        • Rule 8. "Delivery"

          The term "delivery" means the delivery of securities on Exchange contracts, unless otherwise stated.

        • Rule 9. "Branch Office Manager"

          The term "branch office manager" means a registered representative in charge of a branch office.

        • Rule 10. "Registered Representative"

          The term "registered representative" means an employee engaged in the solicitation or handling of accounts or orders for the purchase or sale of securities, or other similar instruments for the accounts of customers of his employer or in the solicitation or handling of business in connection with investment advisory or investment management services furnished on a fee basis by his employer.

          Amended:
          July 17, 1969;
          May 2, 1974;
          February 4, 1988.

        • Rule 11. Effect of Definitions

          Unless the context requires otherwise, the terms defined in Exchange Rules shall, for all purposes of the Exchange Rules, have the meanings therein specified.

          Amended:
          February 27, 2006, effective March 8, 2006 (NYSE-2005-77).

        • Rule 12. "Business Day"

          Except as may be otherwise determined by the Exchange as to particular days, the term "business day" means any day on which the Exchange is open for business: provided, however, on any business day that the banks, transfer agencies and depositories for securities in New York State are closed:

          (1) Except for orders containing non-regular way settlement instructions pursuant to Rule 14, deliveries or payments ordinarily due on such a day shall be due on the following business day;
          (2) such a day shall not be considered as a business day in determining the day for settlement of a contract, the day on which stock shall be quoted ex-dividend or ex-rights, or in computing interest on contracts in bonds or premiums on loans of securities; and
          (3) the right to mark to the market, to make reclamation, or to close contracts under Rule 284 [¶2284] (other than "cash" contracts made on such a day) shall not be exercised on such a day.

          For list of holidays on which the Exchange will not be open for business see Rule 51.

          Amended:
          Amended by SR-FINRA-2009-053 eff. July 30, 2009.
          Amended by SR-FINRA-2009-007 eff. Mar. 13, 2009.
          January 21, 1954.

    • Dealings and Settlements (Rules 45–299C)

    • Admission of Members (Rules 300–324)

      • Partnerships—Corporations (Rules 311–324)

        • Rule 311. Formation and Approval of Member Organizations

          (a) Any person who proposes to form a member organization and any member organization which proposes to admit therein any approved person shall notify the Exchange in writing before any such formation or admission and shall submit such information as may be required by the Rules of the Exchange. No such member organization shall become or remain a member organization unless all persons required to be approved are so approved and execute such agreements with the Exchange as the Rules of the Exchange may prescribe.
          (b) The Board of Directors shall not approve a partnership or corporation as a member organization unless:
          (1) each director of such corporation is a member, principal executive or an approved person; and
          (2) every person who controls such corporation is a member, principal executive or approved person; and
          (3) every natural person who is a general partner in such partnership is a member or principal executive and every other person who controls such partnership is a member, principal executive or approved person; and
          (4) every person who engages in a securities or kindred business and is controlled by or under common control with such partnership or corporation is an approved person; and
          (5) The Board of Directors of such corporation designates "principal executives"; and
          (6) such partnership or corporation complies with such additional requirements as the rules of the Exchange may prescribe.
          (7) every employee who is associated as a member with such member organization is designated with a title, such as vice president, consistent with his responsibilities and the usage of titles within such organization.
          (c) In the case of existing corporations making application to become member corporations, there shall be submitted to the Exchange:
          (1) A certified list of all holders of record of each class of stock, giving the name and address of the holder and the number of shares of each class of such stock held;
          (2) A certified list of all persons who are to become members, principal executives, directors or approved persons,
          (3) A certified list of all persons designated as principal executives of the corporation.
          In the case of corporations proposed to be organized, similar information shall be submitted to the Exchange.
          (d) The approval of a corporation as a member corporation constitutes only a revocable privilege and confers on the corporation no right or interest of any nature whatsoever to continue as a member corporation.
          (e) No member corporation shall issue any publicly held security in the form of non-voting common stock unless the Exchange determines that the non-voting common stock has normal and appropriate preferences which entitle it to be regarded as preferred stock.
          (f) Every member firm shall be a partnership and every member corporation shall be a corporation created or organized under the laws of, and shall maintain its principal place of business in, the United States or any State thereof. The Exchange may, in its discretion, and on such terms and conditions as the Exchange may prescribe, approve as a member organization entities that have characteristics essentially similar to corporations, partnerships, or both. Such entities, and persons associated therewith shall, upon approval, be fully, formally and effectively subject to the jurisdiction, and to the Rules of the Exchange to the same extent and degree as are any other member organization and person associated therewith.
          (g) Each member organization shall execute and file with the Exchange a written agreement in a form acceptable to the Exchange evidencing
          (1) the authority of any member who is an officer or employee of such member organization to transact business on the Floor on behalf of such member organization, and
          (2) such member organization's responsibility and obligation with respect to any contract entered into on the Floor by any such member.
          Amendments.
          March 26, 1970.
          July 11, 1974, effective July 18, 1974.
          August 9, 1976.
          July 13, 1978.
          April 2, 1979.
          January 21, 1981.
          March 29, 1989.
          September 13, 1994.
          February 27, 2006, effective March 8, 2006 (NYSE-2005-77), amended by SR-FINRA-2008-034 eff. Jan. 1, 2008.
          Amended by SR-FINRA-2008-036.

          • • • Supplementary Material: --------------

          .10 Rescinded effective February 15, 1979. (See Rule 351 for reporting requirements.)
          .11 Application

          The papers required to be submitted prior to approval of the formation or admission of a member organization are as follows:
          (1) Letter giving name and address of proposed or existing organization, date of proposed formation or admission, and names of all proposed or present officers and other parties required to be approved by the Exchange under Rules 304 and 311; and
          (2) individually executed applications by all parties whose approval by the Exchange is required.
          The papers required to be submitted prior to approval of the admission to an existing member organization of any party requiring the approval of the Exchange under Rules 304 and 311, are as follows:
          (1) Letter stating name of such proposed party and proposed date of admission to member organization; and
          (2) an individually executed application by such proposed party.
          .12 Authorization and Statement of Understanding

          Each member organization, or proposed member organization, must submit the following authorization and statement of understanding executed by each natural person requiring the approval of the Exchange under Rule 304:
          "In connection with my current application, I authorize the New York Stock Exchange, Inc. and any agent acting on its behalf, to conduct an investigation of my character, credit worthiness, ability, business activities, educational background, previous employment and reasons for termination thereof.

          "I authorize and request any and all of my former employers, and any other person to furnish to the Exchange, and any agent acting on its behalf, any information that they may have concerning my character, credit worthiness, ability, business activities, educational background, general reputation, previous employment and reasons for termination thereof . . . Moreover, I hereby release each such employer and each such other person from any and all liability of whatsoever nature by reason of furnishing such information to the Exchange and any agent acting on its behalf.

          "Further, I recognize that I will be the subject of an investigative report ordered by the Exchange and acknowledge that I have been informed of my right to request information from the Exchange concerning the nature and scope of the investigation requested."
          .13 Agreement with the Exchange

          Each member corporation and each member and approved person of the corporation must agree with the Exchange that if any person required to be approved by the Exchange as a member or approved person fails or ceases to be so approved, the corporation may be deprived by the Exchange of all the privileges of a member corporation unless the corporation redeems or converts the stock held by such person as required under Rule 312.
          .14 Partnership agreements

          For information regarding the submission of copies of proposed partnership articles, see ¶2313.10.
          .15 Corporate documents

          For information regarding the submission of copies of proposed or existing corporate documents and other agreements, see ¶2313.20.
          .16 Filing With Agent

          Any filing or submission required under this rule which is made with a properly authorized agent acting on behalf of the Exchange shall for purposes of this rule be deemed to be a filing with the Exchange.
          .17 The term "principal executive" shall include: an employee of a member organization designated to exercise senior principal executive responsibility over the various areas of the business of the member organization including: operations, compliance with rules and regulations of regulatory bodies, finances and credit, sales, underwriting, research and administration; and any employee of a member organization who is a functional equivalent of such person.

          Amendments.
          March 26, 1970.
          July 11, 1974, effective July 18, 1974.
          August 9, 1976.
          July 13, 1978.
          April 2, 1979.
          January 21, 1981.
          March 29, 1989.
          September 13, 1994.
          February 27, 2006, effective March 8, 2006 (NYSE-2005-77), amended by SR-FINRA-2008-034 eff. Jan. 1, 2008.
          Amended by SR-FINRA-2008-036 eff. Nov. 11, 2008.

          Selected Notice: 08-64.

        • Rule 312. Changes Within Member Organizations

          (a) Each member organization, shall promptly give to the Exchange notice in writing on such form as may be required by the Exchange (1) on Form U-5, of the death, retirement, or other termination of any party required to be approved under the Rules of the Exchange, (2) of the dissolution of the member organization.
          (b) In addition, in the case of a member corporation, such member corporation shall give written notice (1) of any material change in the stockholdings of any member, principal executive or approved person of such member corporation, (2) of any proposed change in the directors or officers, or (3) of any proposed change in the charter, certificate of incorporation, by-laws or other documents on file with the Exchange, or (4) of the failure to comply with all the conditions of approval specified in Rule 311.
          (c) Each member, principal executive and approved person of a member corporation shall promptly notify his member corporation of any material acquisition or disposition of shares of stock of such corporation.
          (d) Whenever a person who is required to be approved by the Board as a member, principal executive or approved person fails or ceases to be so approved, each member corporation shall promptly redeem or convert to a fixed income security such of its outstanding voting stock as may be necessary to reduce such party's ownership of voting stock in the member corporation below that level which enables such party to exercise controlling influence over the management or policies of such member corporation.
          (e) Unless permitted by the Exchange in order to protect investors and the public interest or to facilitate the administration of the Exchange, no person shall be a member or principal executive in a member organization unless all persons required to be approved by the Exchange are so approved.
          (f) Reserved.
          (g) A member corporation shall not without the prior written approval of the Exchange:
          (1) In any way amend its charter, certificate of incorporation or by-laws.
          (2) Issue any bonds, notes or other instruments evidencing funded indebtedness of the corporation except pursuant to the terms and provisions of such security or of any agreement between the member corporation and the holder of such security, which agreement has been previously filed with and approved by the Exchange.
          (3) Amend, modify or cancel any agreement made by it or any of its stockholders relating to the management of the corporation or the issue or transfer of securities of the corporation (other than agreements relating to ordinary securities and commodities transactions).
          The Exchange will approve any action described in (1), (2) or (3) above unless it determines that such action will impair the financial responsibility or operational capability of the member corporation.
          (h) Reserved.
          (i) In order to ensure the continued financial responsibility and operational capability of a member corporation, the Exchange may require such member corporation to file with the Exchange a written report showing the use made by the member organization of the proceeds of any offering of any security issued by such member organization.
          (j) No stock shall be issued by a member corporation except for cash or such other consideration as the Exchange determines will not impair the financial responsibility or operational capability of such member corporation.
          Amendments.
          December 19 1968, effective January 1, 1969.
          March 26, 1970.
          February 1, 1973.
          August 9, 1976.
          July 13, 1978.
          October 19, 1978.
          April 2, 1979.
          January 21, 1981.
          October 26, 1989.
          February 27, 2006, effective March 8, 2006 (NYSE-2005-77). August 25, 2006 (NYSE-2005-58).
          Amended by SR-FINRA-2008-036 eff. Nov. 11, 2008.
          Amended by SR-FINRA-2009-044 eff. Dec. 14, 2009.
          Amended by SR-FINRA-2008-067 eff. Feb. 8, 2010.
          Amended by SR-FINRA-2010-008 eff. Feb. 8, 2010.

          Selected Notices: 08-64, 09-60, 09-71.

        • Rule 313. Submission of Partnership Articles—Submission of Corporate Documents

          (a) All partnership articles and all amendments thereto shall be submitted and be acceptable to the Exchange prior to becoming effective.
          (b) The charter or certificate of incorporation and all amendments thereto, the by-laws and all amendments thereto, forms of stock certificates and any and all agreements or other documents and amendments thereto relating to the business or affairs of the member corporation between a member corporation and any of its stockholders or between any of the members, principal executives or approved persons of a member corporation other than agreements relating to ordinary securities and commodities transactions shall be submitted to and be acceptable to the Exchange prior to becoming effective.
          (c) Any prospectus or other offering circular prepared by a member corporation and used in connection with the offering of any security issued by it shall, prior to such use, be submitted by such corporation to the Exchange.
          (d) Reserved.
          (e) Each member corporation shall, at such times as may be required by the Exchange, submit to the Exchange through its chief executive officer a certified list of its members, principal executives and approved persons showing to the best of his knowledge and belief the number of shares of each class of stock of such corporation held of record or beneficially or both by each such party.
          (f) Each member corporation shall, through its chief executive officer, submit to the Exchange at such times as the Exchange may require an affidavit listing to the best of his knowledge and belief the name of each party directly or indirectly beneficially owning 1% or more of the outstanding voting stock of such member corporation and showing the percentage of such ownership.
          Amendments.
          March 26, 1970.
          December 16, 1971.
          August 9, 1976.
          Amended by SR-FINRA-2008-036 eff. Nov. 11, 2008.
          Amended by SR-FINRA-2008-067 eff. Feb. 8, 2010.

          Selected Notices: 08-64, 09-71.

          • • • Supplementary Material: --------------

          Information Regarding Partnership Articles

          .10 Submission of partnership agreements

          Drafts of partnership articles or of changes in partnership articles proposed to be entered into in connection with the formation of a firm or the admission of a new partner should be submitted to Regulation & Surveillance at least one week in advance of the date on which the application will be acted upon by the Board of Directors. Drafts of other changes to be made in partnership articles should be submitted in advance of their effective date.

          The Exchange requires that a signed, photostatic or conformed copy of all partnership articles, including any amendments and supplements thereto, as executed, be filed with the Exchange.

          (See ¶2311 for procedure to be followed regarding approval of partners and partnerships.)
          .11 Withdrawal of capital

          The partnership articles of each member firm shall contain provisions that without the prior written approval of the Exchange the capital contribution of any partner may not be withdrawn on less than six months' written notice of withdrawal given no sooner than six months after such contribution was first made. Each member firm shall promptly notify the Exchange of the receipt of any notice of withdrawal of any part of a partner's capital contribution or if any withdrawal is not made because prohibited under the provisions of Securities and Exchange Commission Rule 15c3-1 (see 15c3-1(e)).

          Adopted.
          July 15, 1971.

          Amendments.
          January 20, 1972.
          October 16, 1975; effective January 1, 1976.
          .12 Deceased Partner's Interest in Continuing Firm
          I.  The Exchange cannot, upon a partner's death, regard his interest as continuing to be part of the net capital of the continuing or successor firm unless the partnership articles of the firm contain specific and legally adequate provisions to the effect that the claim of the personal representative of a deceased partner to the partner's interest in the firm shall be subordinated to the claims of all present or future creditors of the continuing firm (or any successor firm) arising out of matters occurring subsequent to the partner's death.

          If it is the desire and intent of the partners of any firm that the interest of a deceased partner shall be considered, without interruption after his death, as a part of the capital of the continuing or successor firm for a specified period, the partnership articles should effectively provide in substance:
          (1) That the payment of the deceased partner's interest in the firm to his estate can be deferred for a stated period; and
          (2) that until such payment, the interest of the deceased partner shall remain at the risk of the business of the continuing or successor firm and shall be considered as capital of such firm in the same manner and to the same extent as capital contributed by a limited partner; and
          (3) that any claim of the personal representative of the deceased partner to such interest shall be subordinated in right of payment and subject to the prior payment or provision for payment in full of claims of all present and future creditors of the continuing firm (or successor firm) arising out of any matters occurring before the end of the stated period.
          II.  If it is the desire of the partners to have a deceased partner's capital continued for a stated period immediately following his death, with the option in his personal representative to continue it for a longer period under the provisions of the deceased partner's Will, it is suggested that the stated period in the partnership agreement be made sufficiently long as to permit the conditions discussed below with respect to testamentary provisions to be complied with.

          Provisions in a deceased partner's Will (as distinguished from those in a partnership agreement) providing that the personal representative shall or may become a limited partner in the firm or subordinate the claims of the estate to decedent's interest to the claims of firm creditors who become such after the decedent's death, with respect to the Exchange's determination whether or not to allow a deceased partner's capital interest in computing the net capital of the firm will depend on the facts and circumstances of each case as they exist at the time of such determination. However, in no case will such testamentary provisions be considered as effective in connection with the Exchange's computation of net capital unless at least the following conditions are met:
          (1) The Will must contain provisions specifically authorizing the personal representative of the deceased partner either to continue the decedent's capital interest in the firm as limited capital, or otherwise to subordinate the estate's claims against the firm to the claims of creditors of the firm.
          (2) The Exchange must be furnished with a satisfactory opinion of counsel to the estate, to the effect that (A) the Will is valid and in full force and effect, (B) the named personal representative is duly qualified and is the executor administering the Will, (C) the personal representative is authorized by the Will to make or continue a capital contribution to the firm, (D) if the personal representative is a partner of, or otherwise interested in, the firm, said representative is authorized by the Will to deal with the estate for his own benefit, (E) all claims of present and future creditors and beneficiaries of the Estate and their successors are subordinate to the claims of all present and future creditors of the firm and its successors.
          (3) The personal representative of the decedent must have taken appropriate action either to become a limited partner in the firm or to subordinate the capital interest of the deceased partner as indicated above.
          III. It is recommended that member firms consult their own counsel with respect to the advisability of incorporating in their partnership articles provisions of the sort discussed in this Section. Any member firm which decides to adopt such provisions should submit the proposed provisions, in draft form, to the Exchange. Such member firm will then be advised whether, upon the adoption of such provisions and in the event of the death of a partner, the Exchange will be in a position to consider his interest in the firm as part of its net capital for the specified period following his death.

          Amendment.
          October 16, 1975; effective January 1, 1976.

          Information Regarding Member Corporations

          .20 Submission by proposed member corporations of certificate of incorporation, by-laws and other corporate documents

          Existing corporations shall promptly submit certified copies (to the extent possible) of the documents referred to in Rule 313(b) and corporations to be formed shall submit drafts thereof, prior to the time they become effective, to Regulation & Surveillance. Upon the formation of a corporation or when an amendment to any of such documents becomes effective, a duly certified copy of the certificate of incorporation and by-laws shall be filed with Regulation & Surveillance and signed, photostatic or conformed copies of the other documents shall be so filed.

          (See ¶2311 for procedure to be followed regarding approval of corporations.)

          There shall also be submitted an opinion of counsel in form and substance satisfactory to the Exchange stating, among other things, that the corporation is duly organized and existing and that its stock is validly issued and outstanding and that the restrictions and provisions required by the Exchange on the transfer, issuance, conversion and redemption of its stock have been made legally effective.

          Amendment.
          March 26, 1970.

          (See .23, below, for restrictions on corporations not incorporated under laws of the State of New York.)
          .21 Provisions concerning disposition of stock

          The certificate of incorporation of a member corporation may contain provisions that the corporation or its stockholders, or both, may have a prior right to purchase the stock of any stockholder upon such terms and conditions as may be specified therein.

          The Exchange will expect a member corporation, either through its certificate of incorporation or separate agreements, to be in a position at all times to comply with the provisions of Rule 312(d).

          Each stock certificate of a member corporation shall carry on its face a statement of any such provisions or a full summary thereof.

          Amendments.
          March 26, 1970.
          March 16, 1972.
          August 9, 1976.
          April 2, 1979.
          .22 Provisions concerning redemption or conversion

          Each certificate of incorporation of a member corporation shall contain provisions authorizing the corporation to redeem or convert to a fixed income security all or any part of the outstanding shares of voting stock of such member corporation owned by any person required to be approved by the Board of Directors of the Exchange as a member or approved person who fails or ceases to be so approved as may be necessary to reduce such party's ownership of voting stock in the member corporation below that level which enables such party to exercise controlling influence over the management or policies of such member corporation.

          If the certificate of incorporation of a member corporation subject to Rule 325 provides that a stockholder may compel the redemption of his stock such certificate must provide that without the prior written approval of the Exchange, the redemption may only be effected on a date not less than six months after receipt by the member corporation of a written request for redemption given no sooner than six months after the date of the original issuance of such shares (or any predecessor shares). Each member corporation shall promptly notify the Exchange of the receipt of any request for redemption of any stock or if any redemption is not made because prohibited under the provisions of Securities and Exchange Commission Rule 15c3-1 (See 15c3-1(e)).

          Each stock certificate of a member corporation shall carry on its face a statement of the restrictions in SEC Rule 15c3-1(e) relating to the redemption of stock or a full summary thereof.

          Adopted.
          March 26, 1970.

          Amendments.
          July 15, 1971.
          January 20, 1972.
          October 16, 1975; effective January 1, 1976.
          August 9, 1976.
          Amended by SR-FINRA-2008-036 eff. Nov. 11, 2008.

          Selected Notice: 08-64.
          .23 Restrictions on corporations

          Corporations not organized under the laws of the State of New York shall effectively subject themselves to the following restrictions and the opinion of counsel submitted to the Exchange at the time the corporation applies for approval as a member corporation shall set forth the extent to which the following restrictions have been made legally effective:

          No dividend shall be declared or paid which shall impair the capital of the corporation nor shall any distribution of assets be made to any stockholder unless the value of the assets of the corporation remaining after such payment or distribution is at least equal to the aggregate of its debts and liabilities, including capital.

          Renumbered.
          March 26, 1970.

        • Rule 321. Formation or Acquisition of Subsidiaries

          No member organization may, without the prior written approval of the Exchange, form or acquire a subsidiary company. The member organization shall require such subsidiary to comply with the following provisions.


          • • • Supplementary Material: --------------

          Information Regarding Subsidiary Companies of Member Organizations

          .10 Definition of subsidiary

          For purposes of this rule, the term "subsidiary" means an entity engaged in a securities or kindred business that is controlled by a member organization within the meaning of Rule 2. However, control shall not be presumed, for purposes of this rule, merely because a member is a director or principal executive of another person.

          Adopted.
          August 31, 1993.
          February 27, 2006, effective March 8, 2006 (NYSE-2005-77).
          Amended by SR-FINRA-2008-036 eff. Nov. 11, 2008.

          Selected Notice: 08-64.
          .11 Form of organization

          A subsidiary shall be an incorporated company or partnership.

          Amendments.
          August 31, 1993.
          August 19, 1994.
          .12 Name

          The name of the subsidiary and the name of the member organization must be sufficiently different to prevent confusion. The mere addition of "Inc." or "and Co." may not be sufficient.

          Amendments.
          August 31, 1993.
          August 19, 1994.
          .13 Severance of connection with subsidiary

          The Exchange may at any time require that the member organization and the partners or stockholders thereof sever all connections with the subsidiary including the disposition of all securities and other interests therein, or such amount thereof as determined by the Exchange. Concurrent with or at any time after directing such severance, the Exchange may require the member organization to change its name if the Exchange finds that the name of the former subsidiary may be confused with the name of such member organization.

          Amendment and Renumbered.

          August 31, 1993.
          February 27, 2006, effective March 8, 2006 (NYSE-2005-77).
          .14 List of stockholders

          A list of stockholders or partners of the subsidiary shall upon request be submitted to the Exchange.

          Amendment and Renumbered.

          August 31, 1993.
          .15 Employees

          No employee associated with a non U.S. registered foreign subsidiary whose duties correspond to those of a registered representative in the solicitation of accounts or orders for the purchase or sale of U.S. securities shall be employed by such subsidiary unless such person has been and is continued to be approved by the Exchange as a registered representative of the member or member organization.

          Any filing or submission required under this rule which is made with a properly authorized agent acting on behalf of the Exchange shall for purposes of this rule be deemed to be a filing with the Exchange.

          Amendment and Renumbered.

          August 31, 1993.
          .16 Capital requirements

          The Exchange will not prescribe capital requirements for a subsidiary. However, the Exchange will require a pro forma balance sheet of the subsidiary to be filed with it before any action is taken on a member or member organization's application to form such a subsidiary. The Exchange may, however, require the submission of subsequent financial statements.

          Amendment and Renumbered.

          August 31, 1993.
          .17 Banking commitments

          A subsidiary's banking and other commitments, loans and obligations shall be kept separate and distinct from those of the member or member organization with which it is affiliated.

          Amendment and Renumbered.

          August 31, 1993.
          .18 Functions of a subsidiary

          A subsidiary may be formed to do an underwriting, agency or dealer business, or any other business acceptable to the Exchange.

          Amendment and Renumbered.

          August 31, 1993.
          .19 Offices

          A subsidiary will be permitted, under the conditions set forth in Rule 343 to occupy the same quarters as those of the member organization.

          Amendment and Renumbered.

          August 31, 1993.
          .20 Books and records

          A subsidiary shall keep books and records separate and distinct from those of the member or member organization with which it is affiliated and such books and records shall, upon request, be made available by the member or member organization for inspection by the Exchange. However, such books and records may be maintained by the member or member organization.

          Amendment and Renumbered.

          August 31, 1993.
          .21 Transactions between members or member organizations and subsidiaries

          A subsidiary will not be prohibited by the Exchange from having cash or margin brokerage transactions effected for its account by the member or member organization (See Section 11(a) of the Securities Exchange Act of 1934). The rules and regulations applicable generally to customer's accounts shall be applicable to each such account.

          Amendment and Renumbered.

          August 31, 1993.
          .22 Conditions to be complied with after organization of subsidiary but prior to commencement of business

          No subsidiary shall commence business after its organization without the prior written approval of the Exchange. Before giving such approval there shall be submitted to the Exchange an opinion of counsel, in form and substance satisfactory to the Exchange, stating (1) that the subsidiary is duly organized and existing, and (2) that the securities, if any, of the subsidiary has been duly and validly issued and is fully paid and non-assessable.

          Amendment and Renumbered.

          August 31, 1993.
          .23 New issues

          The provisions of Section 11(d)(1) of the Securities Exchange Act of 1934, relating to the extension or maintenance of credit in connection with new issues, will apply to transactions by a member or member organization in new issues in the distribution of which its subsidiary participated with the same force and to the same extent as if the member or member organization itself had participated in the distribution of such new issues.

          Amendment and Renumbered.

          August 31, 1993.
          .24 Reserved.

          Amendment and Renumbered.

          August 31, 1993.
          March 22, 2001 (NYSE-2000-37).

          Amendments.
          August 31, 1993.
          August 19, 1994.
          Amended by SR-FINRA-2009-044 eff. Dec. 14, 2009.

          Selected Notice: 09-60.

    • Operation of Member Organizations (Rules 325–465)

      • Offices and Employees (Rules 341–354)

        • Rule 344. Research Analysts and Supervisory Analysts

          Research analysts and supervisory analysts must be registered with, qualified by, and approved by the Exchange.

          Adopted:
          June 18, 1964.

          Selected Notice: 08-67.

          • • • Supplementary Material: --------------

          .10 For purposes of this Rule, the term "research analyst" includes a member, allied member, associated person or employee whose primary job function is to provide investment research and who is primarily responsible for the preparation of the substance of a research report and/or whose name appears on such report. Such research analysts must pass a qualification examination acceptable to the Exchange.
          .11 For purposes of this Rule, the term "supervisory analyst" includes a member, allied member, or employee who is responsible for preparing or approving research reports under Rule 472(a)(2). In order to show evidence of acceptability to the Exchange as a supervisory analyst, a member, allied member, or employee may do one of the following:
          (1) Present evidence of appropriate experience and pass an Exchange Supervisory Analyst Examination (Series 16).
          (2) Present evidence of appropriate experience and successful completion of a specified level of the Chartered Financial Analysts Examination prescribed by the Exchange and pass only that portion of the Exchange Supervisory Analyst Examination (Series 16) dealing with Exchange rules on research standards and related matters.
          The Exchange publishes a Study Outline for the Research Analyst Examination and the Supervisory Analyst Examination (Series 16).
          .12 For purposes of this Rule, the term "associated person" is defined as a natural person engaged in investment banking, or a securities or kindred business, who is directly or indirectly controlling or controlled by a member or member organization, whether or not any such person is registered, applying for registration or exempt from registration with the NYSE.
          Amended:
          October 4, 1973;
          March 10, 1983;
          July 29, 2003 (NYSE-2002-49);
          February 23, 2005 (NYSE-2005-12);
          April 14, 2005 (NYSE-2005-24).
          Amended by SR-FINRA-2014-047 eff. Sept. 25, 2015.

          Selected Notices: 08-67, 15-30.

        • Rule 345. Employees—Registration, Approval, Records

          (a) No member or member organization shall permit any natural person to perform regularly the duties customarily performed by a securities lending representative or a direct supervisor of such, unless such person is registered with, qualified by and is acceptable to the Exchange.
          Amended:
          September 17, 1959;
          January 24, 1963;
          December 3, 1964, effective January 1, 1965;
          December 19, 1968;
          January 30, 1969;
          March 26, 1970;
          September 17, 1970;
          July 19, 1972;
          October 16, 1975;
          July 14, 1976;
          May 2, 1978;
          August 4, 1983;
          February 4, 1988.
          Amended by SR-FINRA-2008-036 eff. Nov. 11, 2008.

          Selected Notices: 08-64, 08-67.

          • • • Supplementary Material: --------------

          Registration of Employees

          .10 Employees required to be registered or approved

          See definitions of "branch office manager", "registered representative" and "registered options representative" contained in Rules 9 (¶2009) and 10 (¶2010) and Rule 700(b)(49) (¶2700) and Rule 342 (¶2342) for qualification requirements for supervisors.

          A "securities lending representative" is defined as any person who has discretion to commit his member or member organization employer to any contract or agreement (written or oral) involving securities lending or borrowing activities with any other person.

          Amended:
          March 26, 1970;
          May 11, 1979;
          February 4, 1988.
          Amended by SR-FINRA-2008-036 eff. Nov. 11, 2008.

          Selected Notices: 08-64, 08-67.
          .11 Reserved.

          Amended:
          July 15, 1965;
          April 3, 1975;
          May 11, 1979;
          February 4, 1988;
          August 23, 1990;
          July 1, 2015.

          Renumbered:
          August 9, 1976;
          February 4, 1988;
          Amended by SR-FINRA-2008-036 eff. Nov. 11, 2008.

          Selected Notices: 08-64, 08-67.
          .12 Applications

          Applications for all natural persons required to be registered with the Exchange shall be submitted to the Exchange on Form U-4, copies of which will be supplied on request. The application for the approval of such registered person shall be completed and filed upon the candidate's employment in order that processing may be completed by the time the training period is finished. (See .18—Filing With Agent.)

          The information contained on Form U-4 must be kept current and shall be updated by the filing with the Exchange of an amendment to that form.

          Amended:
          March 26, 1970;
          May 2, 1974;
          May 11, 1979;
          February 4, 1988.

          Renumbered:
          February 4, 1988.

          Selected Notice: 08-67.
          .13 Agreements

          Prior to the Exchange's consideration of the application, each candidate for registration, other than a member of the Exchange shall sign an agreement(s), on a form(s) prescribed by the Exchange, which includes a pledge that the registered person will abide by the Rules adopted pursuant thereto as these now exist and as from time to time amended.

          Amended:
          February 3, 1966;
          March 26, 1970. December 1, 1970;
          April 1, 1971;
          December 1, 1971;
          March 16, 1972;
          April 3, 1975; effective May 1, 1975;
          December 1, 1977;
          December 13, 1978;
          May 11, 1979;
          February 4, 1988;
          February 27, 2006, effective March 8, 2006 (NYSE-2005-77).

          Renumbered:
          August 9, 1979;
          February 4, 1988;
          Amended by SR-FINRA-2008-036 eff. Nov. 11, 2008.

          Selected Notices: 08-64, 08-67.
          .14 Reserved.

          Amended by SR-FINRA-2008-034 eff. Jan. 1, 2008.

          Selected Notice: 08-67.
          .15 Qualifications
          (1)
          (a) Candidates for registration

          Candidates for registration, shall qualify by passing a qualification examinations, as applicable, which is acceptable to the Exchange.
          (b) Examination waivers

          Where good cause is shown, the examination requirement for a candidate for registration may be waived at the discretion of the Exchange. Consideration may be given to previous related employment and to training and/or examination requirements of other self-regulatory organizations. In such cases, the Exchange must be satisfied that the candidate is qualified for registration.
          (2) Registered representatives

          Such candidates shall pass a qualifying examination acceptable to the Exchange.
          (3) Limited registration

          Applications as limited purpose registered representative candidates will be considered by the Exchange for those duly qualified persons whose activities are limited solely to the solicitation or handling of the sale or purchase of: investment company securities and variable contracts, insurance premium funding program, direct participation programs, and municipal securities, among other limited registration categories. Limited purpose registered representative candidates shall qualify by passing a qualification examination acceptable to the Exchange.
          (4) Registered options representative

          Each registered representative who transacts any business with the public in option contracts shall qualify as a "Registered Options Representative" by passing a qualification examination acceptable to the Exchange. (See Rule 700(b)(49).)
          (5) Commodities solicitors

          Individuals who are engaged in the solicitation or handling of business in, or the sale of, commodities futures contracts shall demonstrate their competency by satisfying a solicitor's examination requirement of a national commodities exchange, which examination is acceptable to the Exchange.
          Amendments.
          July 17, 1969;
          March 26, 1970.
          May 7, 1973;
          May 2, 1974;
          July 14, 1976;
          August 27, 1976;
          October 25, 1978;
          October 7, 1982;
          February 4, 1988;
          Amended by SR-FINRA-2008-036 eff. Nov. 11, 2008.

          Selected Notices: 08-64, 08-67.
          .16 Power of Exchange over all employees

          The Exchange may require at any time that the name, terms of employment, and actual duties of any person employed by a member or member organization shall be stated to the Exchange, together with such other information with respect to such employee as it may deem appropriate to permit it to enforce compliance with the Rules.

          Renumbered.
          August 9, 1976;
          February 4, 1988.

          Amendment.
          May 11, 1979.

          Selected Notice: 08-67.

          General Information Regarding Employees

          .17 Termination of employment
          (a) The discharge or termination of employment of any registered person together with the reasons thereof, shall be reported promptly, but in any event not later than thirty days following termination, to the Exchange on a U-5 Form. (See .18—Filing With Agent.) A copy of said termination notice shall be provided concurrently to the person whose association has been terminated.
          (b) The member or member organization shall provide written notification to the Exchange by means of an amendment to Form U-5, filed pursuant to paragraph (a) above, in the event that the member or member organization learns of facts or circumstances causing any information set forth in said notice to become inaccurate or incomplete. Such amendment shall be filed with the Exchange and provided to the person whose association has been terminated not later than thirty days after the member or member organization learns of the facts or circumstances giving rise to the amendment.
          Amendment.
          March 26, 1970;
          May 2, 1974;
          February 4, 1988;
          August 23, 1990.

          Renumbered.
          August 9, 1976;
          February 4, 1988.

          Selected Notice: 08-67.
          .18 Filing With Agent

          Any filing or submission required to be made with the Exchange under this rule, where appropriate, may be made with a properly authorized agent acting on behalf of the Exchange and shall be deemed to be a filing with the Exchange.

          Amendments.
          May 2, 1974;
          August 4, 1983;
          April 23, 1985;
          February 4, 1988.

          Renumbered.
          February 4, 1988.

          Selected Notice: 08-67.

      • Commissions (Rules 365–390)

        • Rule 375. Missing the Market

          A member or member organization who has accepted an order for execution and who, by reason of neglect to execute the order or otherwise, takes or supplies for his or its own account, the securities named therein is not acting as a broker and shall not charge a commission, without the knowledge and consent of the customer.

      • Conduct of Accounts (Rules 401–414)

        • Rule 407. Transactions—Employees of Members, Member Organizations and the Exchange

          SR-FINRA-2015-029 has been approved by the SEC. Effective April 3, 2017, this rule will no longer be applicable. Please consult the appropriate FINRA rule.

          (a) No member or member organization shall, without the prior written consent of the employer, open a securities or commodities account or execute any transaction in which a member or employee associated with another member or member organization is directly or indirectly interested.

          In connection with accounts or transactions of members and employees associated with another member or member organization, duplicate confirmations and account statements shall be sent promptly to the employer.
          (b) No member (associated with a member or member organization) or employee associated with a member or member organization shall establish or maintain any securities or commodities account or enter into any securities transaction with respect to which such person has any financial interest or the power, directly or indirectly, to make investment decisions, at another member or member organization, or a domestic or foreign non-member broker-dealer, investment adviser, bank, other financial institution, or otherwise without the prior written consent of another person designated by the member or member organization under Rule 342(b)(1) to sign such consents and review such accounts.

          Persons having accounts or transactions referred to above shall arrange for duplicate confirmations and statements (or their equivalents) relating to the foregoing to be sent to another person designated by the member or member organization under Rule 342(b)(1) to review such accounts and transactions. All such accounts and transactions periodically shall be reviewed by the member or member organization employer (see also Rule 342.21).

          The Exchange may, upon written request, and where good cause is shown, waive any requirements of this Rule.
          Amendment.
          June 16, 1960, effective July 1, 1960;
          July 16, 1970;
          May 11, 1979;
          May 27, 1992;
          August 13, 2002 (01-44)
          Amended by SR-FINRA-2008-036 eff. Nov. 11, 2008.
          Amended by SR-FINRA-2008-027 eff. Dec. 15, 2008.

          Selected Notice: 08-57, 08-64.

          • • • Supplementary Material: --------------

          .10 Reserved.
          .11 The term "securities or commodities accounts" as used in the Rule 407(b) shall include, but not be limited to, limited or general partnership interests in investment partnerships.

          Members and member organizations must develop and maintain written procedures for reviewing these accounts and transactions and shall assure that their associated persons are not improperly recommending or marketing these securities or products to others through members or member organizations.
          .12 The requirement to send duplicate confirmations and statements shall not be applicable to transactions in unit investment trusts and variable contracts or redeemable securities of companies registered under the Investment Company Act of 1940, as amended, or to accounts which are limited to transactions in such securities, or to Monthly Investment Plan type accounts, unless the member or member organization employer requests receipt of duplicate confirmations and statements of such accounts.
          .13 For the purposes of this Rule, the term "other financial institution" includes, but is not limited to, insurance companies, trust companies, credit unions and investment companies.
          Amendment.
          May 27, 1992;
          October 27, 2000;
          August 13, 2002 (01-44).
          Amended by SR-FINRA-2008-036 eff. Nov. 11, 2008.
          Amended by SR-FINRA-2008-027 eff. Dec. 15, 2008.

          Selected Notice: 08-57, 08-64.

        • Rule 407A. Disclosure of All Member Accounts

          SR-FINRA-2015-029 has been approved by the SEC. Effective April 3, 2017, this rule will no longer be applicable. Please consult the appropriate FINRA rule.

          (a) Each member must promptly report to the Exchange any securities account, including an error account, in which the member has, directly or indirectly, any financial interest or the power to make investment decisions, which is at a member or non-member broker-dealer, investment advisor, bank or other financial institution. A report shall contain such information as the Exchange may from time to time require.
          (b) A member having an account referred to above, including an account over which such member has the power to make investment decisions, shall notify the financial institution that such person is a member of the Exchange.
          (c) A member must report to the Exchange when any securities account referred to in (a) above is closed.

          • • • Supplementary Material: --------------

          .10 Purchases of a security of a publicly traded registered investment company directly from the issuer or principal underwriter shall not be deemed a securities account for purposes of this Rule. Interest in a nonpublicly traded investment vehicle, including hedge funds, is reportable under this Rule.
          Adopted.
          September 13, 2001, effective February 4, 2002 (99-25)

        • Rule 408. Discretionary Power in Customers' Accounts

          (a) No member or employee of a member organization shall exercise any discretionary power in any customer's account or accept orders for an account from a person other than the customer without first obtaining written authorization of the customer, the signature of the person or persons authorized to exercise discretion in the account (and of any substitute so authorized), and the date such discretionary authority was granted.
          (b) No member or employee of a member organization shall exercise any discretionary power in any customer's account, without first notifying and obtaining the approval of another person delegated under Rule 342(b)(1) with authority to approve the handling of such accounts. Every order entered on a discretionary basis by a member or employee of a member organization must be identified as discretionary on the order at the time of entry. Such discretionary accounts shall receive frequent appropriate supervisory review by a person delegated such responsibility under Rule 342(b)(1), who is not exercising the discretionary authority. A written statement of the supervisory procedures governing such accounts must be maintained.
          (c) No member or employee of a member organization exercising discretionary power in any customer's account shall (and no member organization shall permit any member or employee thereof exercising discretionary power in any customer's account to) effect purchases or sales of securities which are excessive in size or frequency in view of the financial resources of such customer.
          (d) The provisions of this rule shall not apply to discretion as to the price at which or the time when an order given by a customer for the purchase or sale of a definite amount of a specified security shall be executed. The authority to exercise time and price discretion will be considered to be in effect only until the end of the business day on which the customer granted such discretion, absent a specific, written, contrary indication signed and dated by the customer. This limitation shall not apply to time and price discretion exercised in an institutional account pursuant to valid Good-Till-Cancelled instructions issued on a "not-held" basis. Any exercise of time and price discretion must be reflected on the order ticket.

          • • • Supplementary Material: --------------

          .10 All discretionary orders in listed index warrants must be approved and initialed on the day entered by a Senior Registered Options Principal or Registered Options Principal.
          .11 For purposes of this rule, an "institutional account" shall mean the account of (i) a bank (as defined in Section 3(a)(6) of the Securities Exchange Act of 1934), (ii) a savings association (as defined in Section 3(b) of the Federal Deposit Insurance Act), the deposits of which are insured by the Federal Deposit Insurance Corporation, (iii) an insurance company (as defined in Section 2(a)(17) of the Investment Company Act of 1940), (iv) an investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940, (v) a state or a political subdivision thereof, (vi) a pension or profit sharing plan, subject to ERISA, with more than $25,000,000 total assets under management, or of an agency of the United States or of a political subdivision thereof, (vii) any person that has a net worth of at least forty-five million dollars and financial assets of at least forty million dollars, or (viii) an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.
          Amendments.
          December 19, 1968.
          April 3, 1975.
          June 26, 1990.
          June 17, 2004 (Effective December 17, 2004) (SR-NYSE-2002-36).
          Amended by SR-FINRA-2008-036 eff. Nov. 11, 2008.

          Selected Notice: 08-64.

        • Rule 409. Statements of Accounts to Customers

          (a) Except with the permission of the Exchange, or as otherwise provided by this paragraph, member organizations shall send to their customers statements of account showing security and money positions and entries at least quarterly to all accounts having an entry, money or security position during the preceding quarter. Quarterly statements need not be sent to a customer pursuant to Rule 409(a) if:
          1)  the customer's account is carried solely for the purpose of execution on a Delivery versus Payment/Receive versus Payment basis (DVP/RVP);
          2)  all transactions effected for the account are done on a DVP/RVP basis in conformity with Rule 387;
          3)  the account does not show security or money positions at the end of the quarter;
          4)  the customer consents to the suspension of such statements in writing. Such consents must be maintained by the member organization in a manner consistent with Exchange Rule 440 and Rule 17a-4 under the Securities Exchange Act of 1934;
          5)  the member organization undertakes to provide any particular statement or statements to the customer promptly upon request; and
          6)  the member organization undertakes to promptly reinstate the delivery of such statements to the customer upon request.
          Nothing in this rule shall be seen to qualify or condition the obligations of a member organization under SEC Rule 15c3-2 concerning quarterly notices of free credit balances on statements.

          For purposes of this rule, a DVP/RVP account is an arrangement whereby payment for securities purchased is to be made to the selling customer's agent and/or delivery of securities sold is to be made to the buying customer's agent in exchange for payment at time of settlement, usually in the form of cash.
          (b) No member organization shall address confirmations, statements or other communications to a nonmember customer
          (1) in care of a person holding power of attorney over the customer's account unless either (A) the customer has instructed the member organization in writing to send such confirmations, statements or other communications in care of such person, or (B) duplicate copies are sent to the customer at some other address designated in writing by him; or
          (2) at the address of any member, member organization, or in care of a partner, stockholder who is actively engaged in the member corporation's business or employee of any member organization. The Exchange may upon written request therefore waive these requirements.
          (c) Rescinded October 6, 1978. (See SEC Rule 10b-10).
          (d) Rescinded July 1, 1970. (See SEC Rule 10b-16).
          (e) Each statement of account sent to a customer pursuant to this rule shall bear a legend as follows:
          (1) A legend that reads: "A financial statement of this organization is available for your personal inspection at its offices, or a copy of it will be mailed upon your written request."
          (2) A legend that advises customers to report promptly any inaccuracy or discrepancy in that person's account to his or her brokerage firm. If a customer's account is subject to a clearing agreement pursuant to Rule 382, the legend must advise that such notification be sent to both the introducing firm and the clearing firm. The legend must also advise the customer that any oral communications with either the introducing firm or the clearing firm should be re-confirmed in writing in order to further protect the customer's rights, including its rights under the Securities Investor Protection Act (SIPA).
          (g) Member organizations carrying margin accounts for customers should send duplicate copies of monthly statements of guaranteed accounts to the respective guarantors unless such guarantors have specifically declared in writing that they do not wish such statements sent to them.

          Repositioned from Rule 411.50 with change effective May 28, 1982.

          Amendment.
          October 15, 1964, effective January 1, 1965;
          June 16, 1966;
          July 20, 1967;
          May 28, 1982;
          November 22, 2006 (NYSE-2005-90);
          December 8, 2006 (NYSE-2005-09);
          Amended by SR-FINRA-2007-037 eff. Jan. 1, 2008.
          Amended by SR-FINRA-2009-058 eff. June 17, 2011.

          Selected Notice: 07-65.

          • • • Supplementary Material: --------------

          .10 Exceptions to Rule 409(b) [¶2409]

          The provisions of Rule 409(b), above, are not considered applicable to the following:
          (1) General or special partners or holders of voting or non-voting stock other than any freely transferable security of member organizations.
          (2) Employees of member organizations.
          (3) Persons who maintain desk space at the office of a member or member organization and who thereby establish such office as their place of business.
          (4) Corporations of which partners, stockholders or employees are officers or directors, and corporation accounts over which such persons have powers of attorney, provided, in each such case, the partner, stockholder or employee is duly authorized by the corporation to receive communications covering the account.
          (5) Trust accounts, when a partner, stockholder or employee of a member organization is a trustee and has been duly authorized by all other trustees to receive communications covering the account.
          (6) Estate accounts, when a partner, stockholder or employee of a member organization is an executor or administrator of the estate and has been duly authorized by all other executors or administrators to receive communications covering the account.
          (7) Upon the written instructions of a customer and with the written approval of a member or supervisor of a member organization, a member organization may hold mail for a customer who will not be at his usual address for the period of his absence, but (a) not to exceed two months if the organization is advised that such customer will be on vacation or travelling or (b) not be exceed three months if the customer is going abroad.
          Amendment.
          March 26, 1970;
          December 2, 1981.
          Amended by SR-FINRA-2008-036 eff. Nov. 11, 2008.

          Selected Notice: 08-64.

      • Financial Statements and Reports (Rules 415–425)

        • Rule 416. Questionnaires and Reports

          (a) Each member and member organization shall submit to the Exchange at such times as may be designated in such form and within such time period as may be prescribed such information as the Exchange deems essential for the protection of investors and the public interest.
          (b) Reserved.
          (c) Any report filed pursuant to this Rule containing material inaccuracies shall, for purposes of this rule, be deemed not to have been filed until a corrected copy of the report has been resubmitted.
          Amended by SR-FINRA-2008-034 eff. Jan. 1, 2008.

          • • • Supplementary Material: --------------

          .10 Member organizations may be required to provide financial and operational reports as required by paragraph (a) of this Rule for affiliated organizations, including but not limited to, persons referred to in Rules 321 and 322.
          .20 Reserved.

          Amendment.
          August 31, 1993.
          March 30, 2001.
          Amended by SR-FINRA-2008-067 eff. Feb. 8, 2010.

          Selected Notice: 09-71.

        • Rule 416A. Member And Member Organization Profile Information Updates And Quarterly Certifications Via The Electronic Filing Platform

          (a) Members and member organizations must furnish the Exchange with all of the profile information required by the Exchange's Electronic Filing Platform ("EFP"), and must comply with any Exchange request for such information promptly, but in any event not later than thirty days following such request.
          (b) Members and member organizations must update their required membership profile information promptly, but in any event not later than thirty days following any change in such information.
          (c) Each member and member organization shall designate to the Exchange an appropriate senior officer as referenced in Rule 351(e), or his or her designee, as its membership profile contact person.
          (d) Each member or member organization shall certify electronically once during each of the months of March, June, September, and December of every year that it has reviewed its required membership profile information, and that such information is complete and accurate.
          Amended:
          November 24, 2004 (NYSE-2004-48).

      • Miscellaneous Rules and Provisions (Rules 435–440K)

        • Rule 435. Miscellaneous Prohibitions

          No member or member organization shall:

          (1) Reserved.
          (2) Reserved.
          (3) Reserved.
          (4) Reserved.
          (5) Circulation of rumors

          Circulate in any manner rumors of a sensational character which might reasonably be expected to affect market conditions on the Exchange. Discussion of unsubstantiated information published by a widely circulated public media is not prohibited when its source and unsubstantiated nature are also disclosed. Report shall be promptly made to the Exchange of any circumstance which gives reason to believe that any rumor or unsubstantiated information might have been originated or circulated for the purpose of influencing prices in listed securities.
          (6) Reserved.
          (7) Reserved.
          Amendments.
          April 21, 1966.
          December 19, 1968.
          March 26, 1970.
          December 11, 1975; effective March 12, 1976.
          Amended by SR-FINRA-2008-036 eff. Nov. 11, 2008.
          Amended by SR-FINRA-2008-028 eff. Dec. 15, 2008.

          Selected Notice: 08-57, 08-64.

    • Communications with the Public (Rules 471–474B)

      • Rule 472. Communications With The Public

        (a) Approval of Communications and Research Reports
        (1) Reserved.
        (2) Research reports must be approved, in advance, by a supervisory analyst acceptable to the Exchange under the provisions of Rule 344. Where a supervisory analyst does not have technical expertise in a particular product area, the basic analysis contained in such report may be co-approved by a product specialist designated by the organization. In the event that the member organization has no principal or employee qualified with the Exchange to approve such material, it must be approved by a qualified supervisory analyst in another member organization by arrangement between the two member organizations.

        Amended:
        October 20, 1955, effective November 1, 1955;
        September 19, 1963, effective October 15, 1963;
        June 18, 1964;
        March 26, 1970;
        February 2, 1977;
        December 14, 1983;
        December 31, 1997;
        March 19, 1990;
        May 10, 2002 effective July 9, 2002 (NYSE-2002-09 );
        July 29, 2003 (NYSE-2002-49);
        April 14, 2005 (NYSE-2005-24);
        April 21, 2005 (NYSE-2004-24);
        October 17, 2006 (NYSE-2006-77);
        April 7, 2008 (SR-FINRA-2007-011);
        Amended by SR-FINRA-2008-044, effective February 5, 2009.
        Amended by SR-FINRA-2012-045 eff. April 5, 2012 and Oct. 11, 2012.
        Amended by SR-FINRA-2011-035, eff. Feb. 4, 2013.
        Amended by SR-FINRA-2015-047 eff. Sept. 25, 2015 and Dec. 24, 2015.

        Selected Notices: 09-10, 12-29, 12-49, 15-30.