hange as the only exchange with which reports -suant to this section need be filed. Such desation may be made by filing a written statement designation with the Commission and with h national securities exchange on which any ity security of the issuer is listed. After the ng of such statement the securities of such isr shall be exempted with respect to the filing reports pursuant to this section with any exnge other than the designated exchange.

g) Notwithstanding the provisions of the preing paragraphs of this section, if a person filed a statement of his beneficial ownership Form 4, Form 5, or Form 6, and reported all sequent changes in his beneficial ownership h the respect to all equity securities of the e issuer, such person need not file an additional ement pursuant to paragraphs (c) or (d) his rule.

h) For the purposes of this rule the acquisi

or disposition of any transferable option, , call, spread, or straddle shall be deemed such hange in the beneficial ownership of the seity to which such privilege relates as to require filing of a report reflecting the acquisition or >osition of such privilege. Nothing in this paragraph, however, shall exempt any person n filing the reports required upon the exercise uch option, put, call, spread, or straddle. 0.16a-2. Ownership of More Than 10 Percent of an Equity Security.

n determining, for the purpose of § 240.15a–1, ther a person is the beneficial owner, directly ndirectly, of more than 10 percent of any class iny listed equity security, such class shall be ned to consist of the amount of such class ch has been issued, regardless of whether any t of such amount is not listed or registered or eld by or for the account of the issuer; except ; for the purpose of determining the percentof ownership of voting trust certificates or ificates of deposit for equity securities, the s of voting trust certificates or certificates of osit shall be deemed to consist of the entire unt of voting trust certificates or certificates eposit issuable in respect of the class of equity rities which may be deposited under the vottrust agreement or deposit agreement in queswhether or not all of such class has been so osited.

§ 240.16a-3. Manner of Reporting Holdings and Changes in Ownership under § 240.16a-1. (a) A person filing a report pursuant to § 240.16a-1 otherwise than as the direct beneficial owner of any equity security shall specify the nature of his beneficial ownership of such security.

(b) A partner who is required under § 240.16a1 to report in respect of any equity security owned by the partnership shall include in his report the entire amount of such equity security owned by the partnership. He may, if he so elects, disclose the extent of his interest in the partnership and the partnership transactions.

(c) Reports filed pursuant to § 240.16a-1 may contain any relevant explanatory matter.

(d) A person filing a report pursuant to § 240.16a-1 may expressly declare therein that such filing shall not be construed as an admission that the person filing such a report is, for the purpose of section 16, the beneficial owner of any equity security covered by the report.

§ 240.16a-4. Exemptions From Sections 16 (a) and 16 (b).

(a) During the period of twelve months following their appointment and qualification, securities held by the following persons shall be exempt from sections 16 (a) and 16 (b):

(1) Executors or administrators of the estate of a decedent;

(2) Guardians or Committees for an incompetent; and

(3) Receivers, trustees in bankruptcy, assignees for the benefit of creditors, conservators, liquidating agents, and other similar persons duly authorized by law to administer the estate or assets of other persons.

After the 12 month period following their appointment or qualification the foregoing persons shall be required to file reports with respect to the securities held by the estates which they administer under section 16 (a) and shall be liable for profits realized from trading in such securities pursuant to section 16 (b) only when the estate being administered is a beneficial owner of more than 10 percent of any class of equity security (other than an otherwise exempted security) which is listed on a national securities exchange.

(b) Securities reacquired by or for the account of an issuer and held by it for its account shall be exempt from sections 16 (a) and 16 (b) during the time they are held by the issuer.

§ 240.16a-5. Exemption From Section 16 of Securities Purchased or Sold by Odd-Lot Dealers.

Securities purchased or sold by an odd-lot dealer (1) in odd lots so far as reasonably necessary to carry on odd-lot transactions or (2) in round lots to offset odd-lot transactions previously or simultaneously executed or reasonably anticipated in the usual course of business, shall be exempt from the provisions of section 16, with respect to participation by such odd-lot dealer in such transactions.

§ 240.16a-6. Exemption From Section 16 (a) of Securities as to Which Reports Are Required Under Holding Company Act. Securities issued by a company which is registered as a holding company under the Public Utility Holding Company Act of 1935, or by subsidiary companies thereof (as defined in section 2 (a) (8) of said Act), shall be exempt from the provisions of section 16 (a) of the Securities Exchange Act of 1934 as regards the duty of any officer or director of such holding company to file any reports with respect to ownership and changes in ownership of such securities with the Commission and with any national securities exchange, regardless of whether such officer or director is the beneficial owner of more than 10 percent of any class of such security.

§ 240.16a-7. Use of Investment Company Act Form.

Separate reports need not be filed to comply with section 30 (f) of the Investment Company Act of 1940 and section 16 (a) of the Securities Exchange Act of 1934. A single report containing the information required under section 30 (f) of the Investment Company Act of 1940 will be regarded as filed under both Acts. To comply with that part of section 16 (a) requiring reports to be filed with national securities exchanges, a duplicate original of the same report may be filed with such exchanges or with the exchange designated under § 240.16a-1 (f).

§ 240.16a-8. Ownership of Securities He Trust.

(a) Beneficial ownership of a security purpose of section 16 (a) shall include:

(1) the ownership of securities as a where either the trustee or members of h mediate family have a vested interest in the or corpus of the trust,

(2) the ownership of a vested beneficial in a trust, and

(3) the ownership of securities as a s a trust in which the settlor has the power to the trust without obtaining the consent of beneficiaries;

(b) Except as provided in paragraph (e) iz beneficial ownership of securities solely as a or beneficiary of a trust shall be exempt fr provisions of section 16 (a) where less than percent in market value of the securities h readily ascertainable market value held b trust, determined as of the end of the pres fiscal year of the trust, consists of equity se with respect to which reports would other required. Exemption is likewise accorde section 16 (a) with respect to any obligatio would otherwise be imposed solely by res ownership as settlor or beneficiary of held in trust, where the ownership, acquisit disposition of such securities by the trust without prior approval by the settlor or be ary. No exemption pursuant to this ste shall, however, be acquired or lost solely as a of changes in the value of the trust assets any fiscal year or during any time when no transaction by the trust in the securities. wise subject to the reporting requirements tion 16 (a).

(c) In the event that ten percent of any any equity security (other than an er security) which is registered on a nationa rities exchange is held in a trust, that trus the trustees thereof as such shall be deemed son required to file the reports specified ins 16 (a) of the Act.

(d) Not more than one report need be fa report any holdings or with respect to any action in securities held by a trust, regar the number of officers, directors or 10 pe stockholders who are either trustees, setti beneficiaries of a trust, provided that the

I shall disclose the names of all trustees, settlors

beneficiaries who are officers, directors or 10 cent stockholders. A person having an interest y as a beneficiary of a trust shall not be required le any such report so long as he relies in good h upon an understanding that the trustee of trust will file whatever reports might otherbe required of such beneficiary.

e) As used in this rule the "immediate family"

trustee means:

1) a son or daughter of the trustee, or a deident of either,

2) a stepson or stepdaughter of the trustee; 3) the father or mother of the trustee, or an estor of either,

1) a stepfather or stepmother of the trustee, 5) a spouse of the trustee.

the purpose of determining whether any of foregoing relations exists a legally adopted d of a person shall be considered a child of person by blood.

f) In determining, for the purposes of 0.16a-1, whether a person is the beneficial er, directly or indirectly, of more than 10 ent of any class of any listed equity security, interest of such person in the remainder of a t shall be excluded from the computation. 7) No report shall be required by any person, ther or not otherwise subject to the requiret of filing reports under section 16 (a) with ect to his indirect interest in portfolio securiheld by

1) any holding company registered under the lic Utility Holding Company Act,

2) any investment company registered under Investment Company Act,

3) a pension or retirement plan holding securiof an issuer whose employees generally are the ficiaries of the plan,

1) a business trust with over 25 beneficiaries. ) Nothing in the section shall be deemed to ose any duties or liabilities with respect to orting any transactions or holding prior to its tive date.

0.16a-9. Exemption for Small Transactions. 7) Any acquisition of securities shall be ext from section 16 (a) where

1) The person effecting the acquisition does within 6 months thereafter effect any dis

position, otherwise than by way of gift, of securities of the same class, and

(2) The person effecting such acquisition does not participate in acquisitions or in dispositions of securities of the same class having a total market value in excess of $3,000 for any 6 months period during which the acquisition occurs.

(b) Any acquisition or disposition of securities by way of gift, where the total amount of such gifts does not exceed $3,000 in market value for any 6 months period, shall be exempt from section 16 (a) and may be excluded from the computations prescribed in paragraph (a) (2).

(c) Any person exempted by paragraphs (a) or (b) of this section shall include in the first report filed by him after a transaction within the exemption a statement showing his acquisitions and dispositions for each 6 months period or portion thereof which has elapsed since his last filing. § 240.16a-10. Exemption From Section 16 (b) of Transactions Which Need Not Be Reported Under Section 16 (a).

Any transaction which has been or shall be exempted by the Commission from the requirements of section 16 (a) shall, in so far as it is otherwise subject to the provisions of section 16 (b), be likewise exempted from section 16 (b).

EXEMPTION OF CERTAIN TRANSACTIONS FROM SECTION 16 (b)

§ 240.16b-1. Exemption From Section 16 (b) of Certain Transactions by Registered Investment Companies.

Any transaction of purchase and sale, or sale and purchase, of a security shall be exempt from the operation of section 16 (b) of the Act, as not comprehended within the purpose of that section, if the transaction is effected by an investment company registered under the Investment Company Act of 1940 and both the purchase and sale of such security have been exempted from the provisions of section 17 (a) of the Investment Company Act of 1940 by an order of the Commission entered pursuant to section 17 (b) of the Act. § 240.16b-2. Exemption From Section 16 (b) of Certain Distributing Transactions.

(a) Any transaction of purchase and sale of a security which is effected in the distribution of a

substantial block of securities of the same class shall be exempt from the provisions of section 16 (b) of the Act, to the extent specified in this rule, as not comprehended within the purpose of said section, upon the following conditions:

(1) The person effecting the transaction is engaged in the business of distributing securities and is participating in good faith, in the ordinary course of such business, in the distribution of such block of securities;

(2) The security involved in the transaction is a part of such block of securities and is acquired by the person effecting the transaction, with a view to the distribution thereof, from the issuer or other person on whose behalf such securities are being distributed or from a person who is participating in good faith in the distribution of such block of securities; and

(3) Other persons not within the purview of section 16 (b) of the Act are participating in the distribution of such block of securities on terms at least as favorable as those on which the person effecting the transaction is participating and to an extent at least equal to the aggregate participation of all persons exempted from the provisions of section 16 (b) of the Act by this section. However, the performance of the functions of manager of a distributing group and the receipt of a bona fide payment for performing such functions shall not preclude an exemption which would otherwise be available under this section.

(b) The exemption of a transaction pursuant to this rule with respect to the participation therein of one party thereto shall not render such transaction exempt with respect to participation of any other party therein unless such other party also meets the conditions of this section.

§ 240.16b-3. Exemption From Section 16 (b) of Certain Acquisitions of Securities Under Certain Plans.

Any acquisition of non-transferable options or of shares of stock including stock acquired pursuant to such options by a director or officer of the issuer of such stock shall be exempt from the operation of section 16 (b) of the Act if the stock or option was acquired pursuant to a bonus, profitsharing, retirement, stock option, thrift, savings or similar plan meeting all the following conditions:

(a) The plan has been approved specific through the approval of a charter amendmen thorizing stock for issuance pursuant to they

(1) by the holders of at least a majority securities of the issuer present or represente. entitled to vote at a meeting for which p

were solicited substantially in accordancesuch rules and regulations, if any, as were t effect under section 14 (a) of the Act, whe not such rules and regulations were appli such solicitation, or by written consents holders of at least a majority of the securit the issuer entitled to vote solicited substantia accordance with such rules and regulations

(2) by the security holders of a predecess poration in the manner provided in subpar (1) of this paragraph (a) if the plan, or tions to participate thereunder, were assure the issuer in connection with the transact succession.

(b) The plan effectively limits (subject) provisions for adjustment of the plan or g outstanding thereunder to prevent dilution? largement of rights) the aggregate a funds or securities which may be allocated suant to the plan, either by limiting the mar amount which may be allocated to each partic in the plan or by limiting the maximum & which may be so allocated to all such partic Such limitations may be established for each year, or for the duration of the plan, whe not the plan has a fixed termination date, an be determined either by fixed amounts of se or funds, or by formulas based upon ear the issuer, dividends paid, compensation by participants, outstanding securities or per ages thereof outstanding from time to tie similar factors which will result in a deter limitation.

(c) Unless the context otherwise requires terms used in this rule shall have the same ings as in the Act or elsewhere in the General and Regulations thereunder. In addition lowing definitions apply:

(1) the term "plan" in this section inclus plans whether or not set forth in any forma ment;

(2) the term "non-transferable option" n an option which by its terms is not transfert such optionee otherwise than by will or

descent and distribution, and is exercisable, ing his lifetime, only by him.

40.16b-4. Exemption From Section 16 (b) of Certain Transactions by Public Utility Holding Companies and Subsidiaries

Thereof.

Any transaction of purchase and sale, or sale and rchase, of a security shall be exempt from the ovisions of section 16 (b), to the extent preibed in this rule, as not comprehended within purpose of said subsection, if (a) the person ecting such transaction is either a holding comny registered under the Public Utility Holding mpany Act of 1935 or a subsidiary company ereof and (b) both the purchase and the sale of ch security have been approved or permitted by → Commission pursuant to the applicable prosions of that Act and the rules and regulations ereunder.

40.16b-5. Exemption From Section 16 (b) of Certain Transactions in Which Securities Are Received by Redeeming Other Securities.

Any acquisition of an equity security (other an a convertible security or right to purchase a curity) by a director or officer of the issuer of ch security shall be exempt from the operation section 16 (b) upon condition that

(a) the equity security is acquired by way of lemption of another security of an issuer subantially all of whose assets other than cash (or overnment bonds) consist of securities of the suer of the equity security so acquired, and which (1) represented substantially and in practical ect a stated or readily ascertainable amount of ch equity security,

(2) had a value which was substantially deterned by the value of such equity security, and (3) conferred upon the holder the right to reve such equity security without the payment of y consideration other than the security reemed;

(b) no security of the same class as the security deemed was acquired by the director or officer thin 6 months prior to such redemption or is quired within 6 months after such redemption; (c) the issuer of the equity security acquired s recognized the applicability of paragraph (a) this section by appropriate corporate action.

§ 240.16b-6. Exemption of Long Term Profits Incident to Sales Within 6 Months of the Exercise of an Option.

(a) To the extent specified in paragraph (b) of this section the Commission hereby exempts as not comprehended within the purposes of section 16 (b) of the Act any transaction or transactions involving the purchase and sale or sale and purchase of any equity security where such purchase is pursuant to the exercise of an option or similar right either (1) acquired more than 6 months before its exercise, or (2) acquired pursuant to the terms of an employment contract entered into more than 6 months before its exercise.

(b) In respect of transactions specified in paragraph (a) the profits inuring to the issuer shall not exceed the difference between the proceeds of sale and the lowest market price of any security of the same class within 6 months before or after the date of sale. Nothing in this rule shall be deemed to enlarge the amount of profit which would inure to the issuer in the absence of this section.

(c) The Commission also hereby exempts, as not comprehended within the purposes of section 16 (b) of the Act, the disposition of a security, purchased in a transaction specified in paragraph (a), pursuant to a plan or agreement for merger or consolidation, or reclassification of the issuers' securities, or for the exchange of its securities for the securities of another person which has acquired its assets, where the terms of such plan or agreement are binding upon all stockholders of the issuer except to the extent that dissenting stockholders may be entitled, under statutory provisions or provisions contained in the certificate of incorporation, to receive the appraised or fair value of their holdings.

(d) The exemptions provided by this section shall not apply to any transaction made unlawful by section 16 (c) of the Act or by any rules and regulations thereunder.

(e) The burden of establishing market price of a security for the purpose of this section shall rest upon the person claiming the exemption.

(f) The exemption granted pursuant to this section shall apply to any liability under section 16 (b) existing at or after the effective date of this section, but shall not be deemed to affect judgments rendered prior to that date.