(iii) in stabilizing transactions in the rights effected in compliance with Rule 10b-7; or

(iv) in a privately negotiated transaction, otherwise than on a securities exchange, between persons participating in the distribution acting as principal; or

(v) by a person registered as an odd-lot dealer in such rights on a national securities exchange who is acting in such capacity in effecting such transactions; or

(vi) to complete a sale of rights to a retail customer made under circumstances indicating the purchaser intends to exercise such rights; or

(vii) by the issuer of the rights from the security holder to whom they were originally issued if (1) such rights are not resold, (2) the securities which can be acquired with such rights are not sold by such issuer during the rights period, and (3) such issuer has no agreement to sell the unsubscribed shares or to compensate, directly or indirectly, any person for obtaining exercises of rights except by a security holder to whom they were originally issued; or

(viii) by a dealer-manager, provided that (1) such dealer-manager has no arrangement with the issuer of the rights to purchase any part of the securities remaining unsubscribed after the rights expire, (2) such dealer-manager purchases such rights for the purpose of supplying the rights, or the security which can be acquired with such rights, to soliciting dealers; provided, however, that such dealer-manager shall not purchase more

rights than are necessary to acquire the ties or rights which he reasonably expects able to sell to soliciting dealers within five b ness days after the expiration of the rights (3) such dealer-manager purchases such righ accordance with the conditions set out in subs graphs (B), (C), (D), (E) and (F) of this s paragraph (d). As used herein, the term “x ing dealer" shall mean a person entitled to re directly or indirectly, from an issuer of compensation for obtaining exercises of rights; and the term "dealer-manager" shal a person who manages a distribution in soliciting dealers except that the issuer of rights shall not be deemed to be a dealer-ma

(e) Whenever any act done or omitted person subject to this rule would involve tion of such rule only if some other perse previously done or omitted to do some or the act or omission of such first-mentioned shall not involve a violation unless such first. tioned person knew or had reason to kro such other person had previously done or to do such other act.

(f) This rule shall not prohibit any action or transactions if the Commission. written request or upon its own motion, such transaction or transactions, either tionally or on specified terms and conditi not constituting a manipulative or deceptive or contrivance comprehended within the of this rule.

From Section 11 (d) (1).

A security shall be exempt from the provisions of section 11 (d) (1) with respect to any transaction by a broker and dealer who, directly or indirectly, extends or maintains or arranges for the extension or maintenance of credit on the security to or for a customer if—

(a) The broker and dealer has not sold the security to the customer or bought the security for the customer's account; or

(b) The security is acquired by the customer in exchange with the issuer thereof for an outstanding security of the same issuer on which credit was

lawfully maintained for the customer at the of the exchange; or

or

(c) The customer is a broker or dealer or

(d) The security is acquired by the c through the exercise of a right evidenced bt rant or certificate expiring within 90 day issuance, provided such right was original to the customer as a stockholder of the cor issuing the security upon which credit is t tended, or as a stockholder of a compar tributing such security in order to effec provisions of section 11 of the Public Holding Company Act of 1935. The rig be deemed to be issued to the customer s

der if he actually owned the stock giving rise he right when such right accrued, even though h stock was not registered in his name; and in ermining such fact the broker and dealer may upon a signed statement of the customer which broker and dealer accepts in good faith; or e) Such broker and dealer would otherwise be ject to the prohibition of section 11 (d) (1) h respect to 50 percent or less of all the seities of the same class which are outstanding currently being distributed, and such broker dealer sold the security to the customer or ght the security for the customer's account on

SECURITIES EXEMPTED

e 12a-1. Temporary Exemption From Section 12 (a) of Certain Securities of Banks. ) The following securities of banks shall be apt from the operation of section 12 (a) to including the one hundred and twentieth day r the adoption of a form specifically prescribed such securities: (1) securities as to which temry registration expired on June 30, 1935; (2) rities of the same issuer heretofore or herer issued in exchange for, or resulting from a ification of, any securities exempted from the ation of section 12 (a) of the Act by this ; and (3) additional shares of common stock, tofore or hereafter issued, if common stock he same issuer and of the same class is exted from the operation of section 12 (a) by rule.

hen a national securities exchange absorbs her such exchange on which a security is ed pursuant to the exemption provided by rule, the exemption shall continue in effect respect to such security on the surviving exge, provided that the surviving exchange iptly certifies to the Commission that it has Poved the security for trading upon the aption or consent of the issuer thereof.

) Rules 7c2-1 and 10b-1 shall be applicable 1 securities exempted from the operation of on 12 (a) by this rule.

12a-2. Temporary Exemption From Section 12 (a) of Certain Securities Secured by Property Which, or a Leasehold Interest n Which, Is Owned by a Person Not the Original Issuer of Such Security-Prohibi

a day when he was not participating in the distribution of any new issue of such security. A broker-dealer shall be deemed to be participating in a distribution of a new issue if (1) he owns, directly or indirectly, any undistributed security of such issue, or (2) he is engaged in any stabilizing activities to facilitate a distribution of such issue, or (3) he is a party to any syndicate agreement under which such stabilizing activities are being or may be undertaken, or (4) he is a party to an executory agreement to purchase or distribute such issue.

FROM REGISTRATION

tion of Use of Manipulative or Deceptive Devices or Contrivances With Respect Thereto.

(a) Any security which is secured by property which, or a leasehold interest in which, is now owned by a person who was not the original issuer of such security, shall be exempt from the operation of section 12 (a) to and including the respective dates indicated below, and for such longer period, if any, as would have been applicable under Rule 12a-1 or Rule 12a-3, if such security had been a security of such owner or lessee:

(A) If temporary registration of such security expired on June 30, 1935, such exemption shall continue to and including November 5, 1935, unless either of the following conditions is satisfied, in which event such exemption shall continue to and including April 30, 1936:

(1) An application for the registration of such security has been filed by the original issuer or by such owner or lessee.

(2) Such owner or lessee has filed with the exchange and with the Commission a statement conforming to the requirements of paragraph (b) of this rule as the same existed prior to this amendment.

(B) If such security was listed on an exchange at the time a temporary exemption from registration was granted to such exchange, and shall have continued to be so listed until registration of such exchange became effective, such exemption shall continue to and including April 30, 1936.

If registration pursuant to section 12 (b), (c), and (d) shall become effective as to any obligation

evidenced by any such security, such exemption shall forthwith terminate as to such obligation.

(b) Any security exempted by paragraph (a) of this rule from the operation of section 12 (a) shall continue to be exempt from the operation. of said section 12 (a), to the extent necessary to render lawful the effecting of transactions therein on any national securities exchange on which such security is now listed, until this rule shall be revoked or modified, if on or before the twentieth day preceding the expiration of the exemption provided by said paragraph (a) the owner or lessee of the property securing the same shall file with such exchange, and with the Commission, a statement with respect to such security or, if such owner or lessee is personally liable upon such security, an application for the registration of such security, conforming to the following requirements. Such statement or application, as the case may be, shall be made upon the form appropriate for registration of securities of such owner or lessee, shall set forth the information required by such form, and shall contain the following additional statement with respect to such security:

(1) That temporary registration of such security expired on June 30, 1935;

(2) That such security is secured by property which is owned or leased by such owner or lessee and, if leased, a brief outline of the principal provisions of such lease, together with a copy of such lease as an exhibit;

(3) That the original issuer has either been dissolved or has no assets (other than nominal assets) except its interest, if any, in such property, and that such security has as its only means of service payments made by such owner or lessee; and

(4) Whether or not such owner or lessee is personally liable upon such securities.

If any such statement or application does not contain the additional statement and exhibit required in items (1) to (4), inclusive, such additional statement and exhibit may be supplied in an amendment, pursuant to Rule 12b-, filed on or before such twentieth day. Any such security may be included in any application made by such owner or lessee for the registration of its own scurities provided that it is clearly indicated that the required additional statement is made for the purposes of tlus rule.

If registration pursuant to sections 12 (b). and (d) shall become effective as to any oblig evidenced by any such security, such exemp shall forthwith terminate as to such obligati

(c) Rules 7c2-1 and 10b-1 shall be app to all securities exempted from the operati section 12 (a) by paragraph (a) or (b) d) rule.

Rule 12a-3. Temporary Exemption From tion 12 (a) of Certain Securities of Iss in Bankruptcy or Receivership or in Pr of Reorganization-Prohibition of Us Manipulative or Deceptive Devices are trivances With Respect Thereto.

(a) The following securities shall be er from the operation of section 12 (a) for the e specified in paragraph (b) of this rule:* ties as to which temporary registration exper June 30, 1935, and which are securities of which are, or at any time since June 30, 1935, in bankruptcy or receivership or in the pros reorganization pursuant to section 77 or the Bankruptcy Act (other than securite which the filing of applications on Form authorized).

(b) As to any security exempted from the eration of section 12 (a) by paragraph rule, such exemption shall continue so g

(i) A trustee or receiver appointed in x ruptcy or receivership proceedings or proce for reorganization pursuant to said section 77B has title to or possession of a substantia tion of the assets of the issuer of such secu

(ii) Such issuer is in possession of a s tial portion of its assets pursuant to an or tered under subdivision (c), clause (2) d section 77 or subdivision (e), clause (12) section 77B,

and thereafter until the close of business tenth day following the dispatch, to the e on which such security is listed and to sus of notice of the entry of an order (to be after appropriate notice and opportunity des ing to the exchange and to such issuer) fait neither of the conditions specified in S graphs (i) and (ii) above exists: Provid ever. That such exemption shall terminat: event when registration pursuant to sect (e), and (d) becomes effective as to such s

exchange on which any such security is listed advise the Commission promptly after acng knowledge of the fact that neither of such itions any longer exists.

Rules 7c2-1 and 10b-1 shall be applicable l securities exempted from the operation of on 12 (a) by paragraph (a) of this rule.

12a-4. Exemption of Certain Warrants From Section 12 (a).

When used in this rule, the following terms have the meaning indicated unless the conotherwise requires

The term "warrant" means any warrant or icate evidencing a right to subscribe to or wise acquire another security, issued or ued.

The term "beneficiary security" means a ity to the holders of which a warrant or right bscribe to or otherwise acquire another se7 is granted.

The term "subject security" means a secuwhich is the subject of a warrant or right to ribe to or otherwise acquire such security.

The term "in the process of admission to g", in respect of a specified security means ¿) an application has been filed pursuant to n 12 (b) and (c) of the Act for the registraof such security on a national securities exe; or (ii) the Commission has granted an cation made pursuant to section 12 (f) of ct to continue or extend unlisted trading eges to such security on a national securities nge; or (iii) written notice has been filed he Commission by a national securities exe to the effect that such security has been ved for admission to dealing as a security exd from the operation of section 12 (a) of the

Any issued or unissued warrant granted to lders of a security admitted to dealing on a al securities exchange shall be exempt from eration of section 12 (a) of the Act to the necessary to render lawful the effecting of ctions therein on any national securities exe (i) on which beneficiary security is adto dealing or (ii) on which the subject is admitted to dealing or is in the process y nission to dealing, subject to the following and conditions:

(1) Such warrant by its terms expires within 90 days after the issuance thereof;

(2) A registration statement under the Securities Act of 1933 is in effect as to such warrant and as to each subject security, or the applicable terms of any exemption from such registration have been met in respect to such warrant and each subject security; and,

(3) Within 5 days after the exchange has taken official action to admit such warrant to dealing, it shall notify the Commission of such action.

(c) Notwithstanding paragraph (b) above, no exemption pursuant to this rule shall be available for transactions in any such warrant on any exchange on which the beneficiary security is admitted to dealing unless

(1) each subject security is admitted to dealing or is in process of admission to dealing on a national securities exchange, or,

(2) there is available from a registration statement and periodic reports or other data filed by the issuer of the subject security, pursuant to any act administered by the Commission, information substantially equivalent to that available with respect to a security listed and registered on a national securities exchange.

(d) Notwithstanding the foregoing, an unissued warrant shall not be exempt pursuant to this rule unless

(1) Formal or official announcement has been made by the issuer specifying (i) the terms upon which such warrant and each subject security is to be issued, (ii) the date, if any, as of which the security holders entitled to receive such warrant will be determined, (iii) the approximate date of the issuance of such warrant, and (iv) the approximate date of the issuance of each subject security; and

(2) The members of the exchange are subject to rules which provide that the performance of the contract to purchase and sell an unissued warrant shall be conditioned upon the issuance of such warrant.

(e) The Commission may by order deny or revoke the exemption of a warrant under this rule, if, after appropriate notice and opportunity for hearing to the issuer of such warrant and to the exchange or exchanges on which such warrant is admitted to dealing as an exempted security, it finds that—

(1) Any of the terms or conditions of this rule have not been met with respect to such exemption; or

(2) At any time during the period of such exemption transactions have been effected on any such exchange in such warrant which (i) create or induce a false, misleading or artificial appearance of activity, (ii) unduly or improperly influence the market price, or (iii) make a price which does not reflect the true state of the market;

or

(3) Any other facts exist which make such denial or revocation necessary or appropriate in the public interest or for the protection of investors.

(f) If it appears necessary or appropriate in the public interest or for the protection of investors, the Commission may summarily suspend the exemption of such warrant pending the determination by the Commission whether such exemption shall be denied or revoked.

(g) Rule 10b-1 shall be applicable to any warrant exempted by this rule.

Rule 12a-5. Temporary Exemption of Substituted or Additional Securities.

(a) (1) Subject to the conditions of subparagraph (a) (2) of this rule, whenever the holders of a security admitted to trading on a national securities exchange (hereinafter called the original security) obtain the right, by operation of law or otherwise, to acquire all or any part of a class of another or substitute security of the same or another issuer, or an additional amount of the original security, then:

(A) all or any part of the class of such other or substituted security shall be temporarily exempted from the operation of section 12 (a) to the extent necessary to render lawful transactions therein on an issued or "when-issued" basis on any national securities exchange on which the original, the other or the substituted security is lawfully admitted to trading; and

(B) the additional amount of the original security shall be temporarily exempted from the operation of section 12 (a) to the extent necessary to render lawful transactions therein on a "whenissued" basis on any national securities exchange on which the original security is lawfully admitted to trading.

(2) The exemptions provided by subparts (a) (1) shall be available only if the foll conditions are met:

(A) a registration statement is in effect the Securities Act of 1933 to the extent requi to the security which is the subject of such tion, or the terms of any applicable exe from registration under such Act have been plied with, if required;

(B) any stockholder approval necessary t issuance of the security which is the subject exemption, has been obtained; and

(C) all other necessary official action than the filing or recording of charter amend or other documents with the appropriate authorities, has been taken to authorize and the issuance of the security which is the s of such exemption.

(b) The exemption provided by this ruk terminate on the earliest of the following

(1) When registration of the exempt s on the exchange becomes effective;

(2) When the exempt security is grante listed trading privileges on the exchange:

(3) The close of business on the tenth d (A) withdrawal of an application for regist of the exempt security on the exchange: (B) drawal by the exchange of its certificatin approval of the exempt security for listing registration; (C) withdrawal of an apple for admission of the exempt security to trading privileges on the exchange; or (D) sending to the exchange of notice of the e an order by the Commission denying an a tion for admission of the exempt security listed trading privileges on the exchange;

(4) The close of business on the one h and twentieth day after the date on whi exempt security was admitted by action of exchange to trading thereon as a security empted from the operation of section 129 this rule, unless prior thereto an app for registration of the exempt security admission of the exempt security to unlisted ing privileges on the exchange has been fed

(c) Notwithstanding paragraph (b), the mission, having due regard for the public and the protection of investors, may at s extend the period of exemption of any sec