(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 securities or rights which he reasonably expects to be able to sell to soliciting dealers within five business days after the expiration of the rights, and (3) such dealer-manager purchases such rights in accordance with the conditions set out in subparagraphs (B), (C), (D), (E) and (F) of this subparagraph (d). As used herein, the term "soliciting dealer" shall mean a person entitled to receive, directly or indirectly, from an issuer of rights, compensation for obtaining exercises of such rights; and the term "dealer-manager" shall mean a person who manages a distribution involving soliciting dealers except that the issuer of such rights shall not be deemed to be a dealer-manager.

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

(ƒ) This rule shall not prohibit any transaction or transactions if the Commission, upon written request or upon its own motion, exempts such transaction or transactions, either unconditionally or on specified terms and conditions, as not constituting a manipulative or deceptive device or contrivance comprehended within the purpose 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 time of the exchange; or

or

(c) The customer is a broker or dealer or bank;

(d) The security is acquired by the customer through the exercise of a right evidenced by a warrant or certificate expiring within 90 days after issuance, provided such right was originally issued to the customer as a stockholder of the corporation issuing the security upon which credit is to be extended, or as a stockholder of a company distributing such security in order to effectuate the provisions of section 11 of the Public Utility Holding Company Act of 1935. The right shall be deemed to be issued to the customer as a stock

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

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

When a national securities exchange absorbs another such exchange on which a security is traded pursuant to the exemption provided by this rule, the exemption shall continue in effect with respect to such security on the surviving exchange, provided that the surviving exchange promptly certifies to the Commission that it has approved the security for trading upon the application or consent of the issuer thereof.

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

Rule 12a-2. Temporary Exemption From Sec

tion 12 (a) of Certain Securities Secured by Property Which, or a Leasehold Interest in 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-3, 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 securities, provided that it is clearly indicated that the required additional statement is made for the purposes of this rule.

If registration pursuant to sections 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.

(c) Rules 7c2-1 and 10b-1 shall be applicable to all securities exempted from the operation of section 12 (a) by paragraph (a) or (b) of this rule.

Rule 12a-3. Temporary Exemption From Section 12 (a) of Certain Securities of Issuers in Bankruptcy or Receivership or in Process of Reorganization-Prohibition of Use of Manipulative or Deceptive Devices or Contrivances With Respect Thereto.

(a) The following securities shall be exempt from the operation of section 12 (a) for the period specified in paragraph (b) of this rule; securities as to which temporary registration expired on June 30, 1935, and which are securities of issuers which are, or at any time since June 30, 1935, were, in bankruptcy or receivership or in the process of reorganization pursuant to section 77 or 77B of the Bankruptcy Act (other than securities for which the filing of applications on Form 12-A is authorized).

(b) As to any security exempted from the operation of section 12 (a) by paragraph (a) of this rule, such exemption shall continue so long as—

(i) A trustee or receiver appointed in bankruptcy or receivership proceedings or proceedings for reorganization pursuant to said section 77 or 77B has title to or possession of a substantial portion of the assets of the issuer of such security, or

(ii) Such issuer is in possession of a substantial portion of its assets pursuant to an order entered under subdivision (c), clause (2) of said section 77 or subdivision (c), clause (1) of said section 77B,

and thereafter until the close of business on the tenth day following the dispatch, to the exchange on which such security is listed and to such issuer, of notice of the entry of an order (to be entered after appropriate notice and opportunity for hearing to the exchange and to such issuer) finding that neither of the conditions specified in subparagraphs (i) and (ii) above exists: Provided, however, That such exemption shall terminate in any event when registration pursuant to section 12 (b), (c), and (d) becomes effective as to such security.

The exchange on which any such security is listed shall advise the Commission promptly after acquiring knowledge of the fact that neither of such conditions any longer exists.

(c) Rules 7c2-1 and 10b-1 shall be applicable to all securities exempted from the operation of section 12 (a) by paragraph (a) of this rule. Rule 12a-4. Exemption of Certain Warrants From Section 12 (a).

(a) When used in this rule, the following terms shall have the meaning indicated unless the context otherwise requires

(1) The term "warrant" means any warrant or certificate evidencing a right to subscribe to or otherwise acquire another security, issued or unissued.

(2) The term "beneficiary security" means a security to the holders of which a warrant or right to subscribe to or otherwise acquire another security is granted.

(3) The term "subject security” means a security which is the subject of a warrant or right to subscribe to or otherwise acquire such security.

(4) The term "in the process of admission to dealing", in respect of a specified security means that (i) an application has been filed pursuant to section 12 (b) and (c) of the Act for the registration of such security on a national securities exchange; or (ii) the Commission has granted an application made pursuant to section 12 (f) of the Act to continue or extend unlisted trading privileges to such security on a national securities exchange; or (iii) written notice has been filed with the Commission by a national securities exchange to the effect that such security has been approved for admission to dealing as a security exempted from the operation of section 12 (a) of the Act.

(b) Any issued or unissued warrant granted to the holders of a security admitted to dealing on a national securities exchange shall be exempt from the operation of section 12 (a) of the Act to the extent necessary to render lawful the effecting of transactions therein on any national securities exchange (i) on which beneficiary security is admitted to dealing or (ii) on which the subject security is admitted to dealing or is in the process of admission to dealing, subject to the following terms 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 subparagraph (a) (1) shall be available only if the following conditions are met:

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

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

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

(b) The exemption provided by this rule shall terminate on the earliest of the following dates: (1) When registration of the exempt security on the exchange becomes effective;

(2) When the exempt security is granted unlisted trading privileges on the exchange;

(3) The close of business on the tenth day after (A) withdrawal of an application for registration of the exempt security on the exchange; (B) withdrawal by the exchange of its certification of approval of the exempt security for listing and registration; (C) withdrawal of an application for admission of the exempt security to unlisted trading privileges on the exchange; or (D) the sending to the exchange of notice of the entry of an order by the Commission denying an application for admission of the exempt security to unlisted trading privileges on the exchange;

(4) The close of business on the one hundred and twentieth day after the date on which the exempt security was admitted by action of the exchange to trading thereon as a security exempted from the operation of section 12 (a) by this rule, unless prior thereto an application for registration of the exempt security or for admission of the exempt security to unlisted trading privileges on the exchange has been filed.

(c) Notwithstanding paragraph (b), the Commission, having due regard for the public interest and the protection of investors, may at any time extend the period of exemption of any security by