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REGISTRATION OF NATIONAL AND AFFILIATED SECURITIES ASSOCIATIONS

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Registration of a national or an affiliated securities association.......

Relief from statutory disqualifications....

Application pursuant to section 15A (g) of the Act for review of disciplinary action or denial of membership by registered securities association.............

Amendments and supplements to registration statements of securities associations.

Proceedings under section 15A (l) (2) of the Act...

REPORTS OF DIRECTORS, OFFICERS, AND PRINCIPAL STOCKHOLDERS

Filing of statements-

Ownership of more than 10 per cent of an equity security.

Disclaimer of beneficial ownership_

Exemptions from sections 16(a) and 16(b)..........

Exemption from section 16 of securities purchased or sold by odd-lot dealers.

Certain transactions subject to section 16(a)_

Statements filed under more than one Act..

Ownership of securities held in trust......

Exemption for small transactions...

Exemption from section 16 (b) of transactions which need not be reported under section 16 (a) –

EXEMPTION OF CERTAIN TRANSACTIONS FROM SECTION 16 (b)

Exemption from section 16 (b) of certain transactions by registered investment companies...
Exemption from section 16 (b) of certain transactions effected in connection with a distribution...___
Exemption from section 16 (b) of acquisitions of shares of stock and restricted stock options under
certain stock bonus, stock option or similar plans.

Exemption from section 16 (b) of certain transactions by public utility holding companies and subsidiaries thereof....

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Exemption from section 16 (b) of certain transactions in which securities are received by redeeming other securities.....

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Exemption of long-term profits incident to sales within 6 months of the exercise of an option............. Exemption from section 16 (b) of certain acquisitions and dispositions of securities pursuant to mergers or consolidations...

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Exemption from section 16 (b) of certain securities received upon surrender of similar equity securities. 79

EXEMPTION OF CERTAIN SECURITIES FROM SECTION 16 (c)

Exemption of certain securities from section 16 (c).........--

Exemption from section 16 (c) of certain transactions effected in connection with a distribution...
Exemption of sales of securities to be acquired..........

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Right of a National Securities Exchange to destroy or dispose of applications, reports and documents filed with it pursuant to sections 12, 13, 14 and 16...

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Nondisclosure of information filed with the Commission and with an exchange.
Information filed by issuers and others under sections 12, 13, 14 and 16..

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GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934

RULES OF GENERAL APPLICATION

References to Rules and Regulations o the Act, or to Portions Thereof.

used in the rules and regulations prethe Commission pursuant to Title I of ities Exchange Act of 1934, unless the herwise specifically requires

e term "Commission" means the SecuriExchange Commission.

e term "Act" means Title I of the Securiinge Act of 1934.

e term "section" refers to a section of the Exchange Act of 1934.

e term "rules and regulations" refers to nd regulations adopted by the Commisant to the Act, including the forms for on and reports and the accompanying ns thereto.

less otherwise specifically stated, the d in the rules and regulations shall have ng defined in the Act.

rule or regulation which defines a term xpress reference to the Act or to the rules lations, or to a portion thereof, defines 1 for all purposes as used both in the Act e rules and regulations, unless the context › specifically requires.

nless otherwise specified or the context › requires, the term "prospectus" means tus meeting the requirements of Section the Securities Act of 1933 as amended.

. Business Hours of the Commission. incipal office of the Commission at Wash). C., is open each day except Saturdays lays from 9:00 a. m. to 5:30 p. m. Eastdard Time or Eastern Daylight Saving ichever is currently in effect in Wash

Rule 0-3. Filing of Material With the Commission.

All papers required to be filed with the Commission pursuant to the Act or the rules and regulations thereunder shall be filed at its principal office in Washington, D. C. Material may be filed by delivery to the Commission, through the mails or otherwise. The date on which papers are actually received by the Commission shall be the date of filing thereof if all of the requirements with respect to the filing have been complied with. Rule 0-4. Nondisclosure of Information Obtained in the Course of Examinations and Investigations.

Information or documents obtained by officers or employees of the Commission in the course of any examination or investigation pursuant to section 17 (a) or 21 (a) shåll, unless made a matter of public record, be deemed confidential. Officers and employees are hereby prohibited from making such confidential information or documents or any other non-public records of the Commission available to anyone other than a member, officer, or employee of the Commission, unless the Commission authorizes the disclosure of such information or the production of such documents as not being contrary to the public interest. Any officer or employee who is served with a subpoena requiring the disclosure of such information or the production of such documents shall appear in court and, unless the authorization described in the preceding sentence shall have been given, shall respectfully decline to disclose the information or produce the documents called for, basing his refusal upon this rule. Any officer or employee who is served with such a subpoena shall promptly advise the Commission of the service of such subpoena, the nature of the information or document sought, and any circumstances which may bear upon the

desirability of making available such information or documents.

Rule 0-5. Reference to Rule by Obsolete Designation.

Wherever in any rule, form, or instruction book specific reference is made to a rule by number or other designation which is now obsolete, such reference shall be deemed to be made to the corresponding rule or rules in these General Rules and Regulations.

Rule 0-6. Disclosure Detrimental to the National Security.

(a) Any requirement to the contrary notwithstanding, no application for registration, report, proxy statement or other document filed with the Commission or any securities exchange shall contain any document or information that has been classified or determined by an appropriate department or agency of the United States to require protection in the interests of national defense.

(b) Where a document is omitted pursuant to paragraph (a) hereof, there shall be filed, in lieu of such document, a statement from an appropriate department or agency of the United States to the effect that such document has been classified or that the status of such document is awaiting determination. Where a document is omitted pursuant to paragraph (a) hereof, but information relating to the subject-matter of such document is nevertheless included in material filed with the Commission pursuant to a determination of an appropriate department or agency of the United States that disclosure of such information would not be contrary to the interests of national defense, a statement to that effect shall be submitted for the information of the Commission.

(c) The Commission may protect any information in its possession which may require classification in the interests of national defense pending determination by an appropriate department or agency as to whether such information should be classified.

Rule 0-7. Consent to Service of Process To Be Furnished by Non-resident Investment Advisers and by Non-resident Investment General Partners or Managing Agents of Investment Advisers.

(a) Each non-resident investment adviser registered or applying for registration pursuant to

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Section 203 of the Investment Adre 1940, each non-resident general partir is pe vestment adviser partnership which i or applying for registration, and each .. dent managing agent of any other uni investment adviser which is registere ing for registration, shall furnish to th sion, in a form prescribed by or accept noniplyi written irrevocable consent and power date which (1) designates the Securities an Commission as an agent upon whom y advi any process, pleadings, or other page who civil suit or action brought in any court in any place subject to the jurisd United States, where the cause of a crues on or after the effective date of (ii) arises out of any activity, in any per to the jurisdiction of the United State in connection with the conduct of b investment adviser, and (iii) is founde or indirectly, upon the provisions of the Act of 1933, the Securities Exchange the Trust Indenture Act of 1939, the Company Act of 1940, the Investmepro Act of 1940, or any rule or regulation ord of said Acts; and (2) stipulates and shal any such civil suit or action may be comfor the service of process upon the Comms the forwarding of a copy thereof asp paragraph (c) of this rule, and that aforesaid of any such process, pleading Rul

papers upon the Commission shall be held in all courts to be as valid and b due personal service thereof had been

(b) The required consent and power d shall be furnished to the Commission following period of time:

(1) Each non-resident investment ar tered at the time this rule becomes efe each non-resident general partner or agent of an unincorporated investme registered at the time this rule become shall furnish such consent and power c within 60 days after such date;

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(2) Each investment adviser appar registration after the effective date of shall furnish, at the time of filing sa tion, all the consents and powers of quired to be furnished by such invest and by each general partner or man thereof; Provided, however, That w

for registration of an investment adviser

at the time this rule becomes effective ents and powers of attorney shall be furithin 30 days after this rule becomes

ch investment adviser registered or apr registration who or which becomes a ent investment adviser after the effective his rule, and each general partner or agent, of an unincorporated investment egistered or applying for registration, nes a non-resident after the effective date le, shall furnish such consent and power y within 30 days thereafter.

vice of any process, pleadings or other the Commission under this rule shall by delivering the requisite number of reof to the Secretary of the Commission ʼn other person as the Commission may to act in its behalf. Whenever any leadings or other papers as aforesaid are on the Commission, it shall promptly forpy thereof by registered mail to the apdefendants at their last address of recwith the Commission. The Commission furnished a sufficient number of copies purpose, and one copy for its file.

MISCELLANEOUS

2-2. Exemption of Certain Securities, Income on Which Is Substantially anteed by States or Political SubdiviThereof.

security shall be exempt from the operach provisions of the Act as by their terms ply to an "exempted security" or to "ex'curities" if

State or political subdivision thereof is to make good to the issuer of such secudeficiency in the income of such issuer, tent necessary to pay to the holders of rity interest or dividends at a specified

e business of such issuer is managed by

(d) For purposes of this rule the following definitions shall apply:

(1) The term "investment adviser" shall have the meaning set out in Section 202 (a) (11) of the Investment Advisers Act of 1940.

(2) The term "managing agent" shall mean any person, including a trustee, who directs or manages or who participates in the directing or managing of the affairs of any unincorporated organization or association which is not a partnership.

(3) The term "non-resident investment adviser" shall mean (A) in the case of an individual, one who resides in or has his principal place of business in any place not subject to the jurisdiction of the United States; (B) in the case of a corporation, one incorporated in or having its principal place of business in any place not subject to the jurisdiction of the United States; (C) in the case of a partnership or other unincorporated organization or association, one having its principal place of business in any place not subject to the jurisdiction of the United States.

(4) A general partner or managing agent of an investment adviser shall be deemed to be a nonresident if he resides in any place not subject to the jurisdiction of the United States.

EXEMPTIONS1

such State or political subdivision or by a board of officers appointed by such State or political subdivision.

(b) The exemption provided by this rule shall be available to such security only so long as the conditions specified in paragraph (a) are satisfied or during the subsequent dissolution of the issuer of any security so exempted.

Rule 3a12-3. Exemption From Sections 14 (a)

and 16 of Securities for Which Filing of Applications on Form 18, 19, 20, or 21 Is Authorized.

Securities for which the filing of applications on form 18, 19, 20, or 21 is authorized shall be exempt from the operation of sections 14 (a) and 16.

the exemptions contained in the rules under particular sections of the Act.

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