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GENERAL RULES AND REGULATIONS UNDER THE SECURITIES

EXCHANGE ACT OF 1934

RULES OF GENERAL APPLICATION

Rule 0-1. References to Rules and Regulations and to the Act, or to Portions Thereof

(a) As used in the rules and regulations prescribed by the Commission pursuant to Title I of the Securities Exchange Act of 1934, unless the context otherwise specifically requires

(1) The term "Commission" means the Securities and Exchange Commission.

(2) The term "Act" means Title I of the Securities Exchange Act of 1934.

(3) The term "section" refers to a section of the Securities Exchange Act of 1934.

(4) The term "rules and regulations" refers to all rules and regulations adopted by the Commission pursuant to the Act, including the forms for registration and reports and the accompanying instructions thereto.

(b) Unless otherwise specifically stated, the terms used in the rules and regulations shall have the meaning defined in the Act.

(c) A rule or regulation which defines a term without express reference to the Act or to the rules and regulations, or to a portion thereof, defines such term for all purposes as used both in the Act and in the rules and regulations, unless the context otherwise specifically requires.

(d) Unless otherwise specified or the context otherwise requires, the term "prospectus" means a prospectus meeting the requirements of section 10(a) of the Securities Act of 1933 as amended. Rule 0-2. Business Hours of the Commission The principal office of the Commission at Washington, D.C., is open each day except Saturdays, Sundays and holidays from 9:00 a.m. to 5:30 p.m. Eastern Standard Time or Eastern Daylight Saving Time whichever is currently in effect in Washington.

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 regula

tions 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) shall, 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 nonpublic 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

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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 Defense or Foreign Policy

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

(b) Where a document or information is omitted pursuant to paragraph (a) hereof, there shall be filed, in lieu of such document or information, a statement from an appropriate department or agency of the United States to the effect that such document or information has been classified or that the status thereof 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 or foreign policy, a statement from such department or agency to that effect shall be submitted for the information of the Commission. A registrant may rely upon any such statement in filing or omitting any document or information to which the statement relates.

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

(d) It shall be the duty of the registrant to submit the documents or information referred to in paragraph (a) to the appropriate department or agency of the United States prior to filing them with the Commission and to obtain and submit to the Commission, at the time of filing such documents or information, or in lieu thereof, as the case may be, the statements from such department or

agency required by paragraph (b). All such statements shall be in writing.

(Amended para. (a) Feb. 5, eff. Mar. 8, 1965, Release 34-7525; amended Title, paras. (a), (b), (c) and added para. (d). May 14, 1968, Release 34-8313, eff. June 14, 1968.)

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

(a) Each nonresident investment adviser registered or applying for registration pursuant to section 203 of the Investment Advisers Act of 1940, each nonresident general partner of an investment adviser partnership which is registered or applying for registration, and each nonresident managing agent of any other unincorporated investment adviser which is registered or applying for registration, shall furnish to the Commission, in a form prescribed by or acceptable to it, a written irrevocable consent and power of attorney which (1) designates the Securities and Exchange Commission as an agent upon whom may be served any process, pleadings, or other papers in any civil suit or action brought in any appropriate court in any place subject to the jurisdiction of the United States, where the cause of action (i) accrues on or after the effective date of this rule, (ii) arises out of any activity, in any place subject to the jurisdiction of the United States, occurring in connection with the conduct of business of an investment adviser, and (iii) is founded, directly or indirectly, upon the provisions of the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, the Investment Advisers Act of 1940, or any rule or regulation under any of said Acts; and (2) stipulates and agrees that any such civil suit or action may be commenced by the service of process upon the Commission and the forwarding of a copy thereof as provided in paragraph (c) of this rule, and that the service aforesaid of any such process, pleadings, or other papers upon the Commission shall be taken and held in all courts to be as valid and binding as if due personal service thereof had been made.

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

(1) Each nonresident investment adviser regis

tered at the time this rule becomes effective, and each nonresident general partner or managing agent of an unincorporated investment adviser registered at the time this rule becomes effective, shall furnish such consent and power of attorney within 60 days after such date;

(2) Each investment adviser applying for registration after the effective date of this rule shall furnish, at the time of filing such application, all the consents and powers of attorney required to be furnished by such investment adviser and by each general partner or managing agent thereof: Provided, however, That where an application for registration of an investment adviser is pending at the time this rule becomes effective such consents and powers of attorney shall be furnished within 30 days after this rule becomes effective.

(3) Each investment adviser registered or applying for registration who or which becomes a nonresident investment adviser after the effective date of this rule, and each general partner or managing agent, of an unincorporated investment adviser registered or applying for registration, who becomes a nonresident after the effective date of this rule, shall furnish such consent and power of attorney within 30 days thereafter.

(c) Service of any process, pleadings or other papers on the Commission under this rule shall be made by delivering the requisite number of copies thereof to the Secretary of the Commission or to such other person as the Commission may authorize to act in its behalf. Whenever any process, pleadings or other papers as aforesaid are served upon the Commission, it shall promptly forward a copy thereof by registered or certified mail to the appropriate defendants at their last address of record filed with the Commission. The Commission shall be furnished a sufficient number of copies for such purpose, and one copy for its file. (d) For purposes of this rule the following definitions shall apply:

MISCELLANEOUS Rule 3a11-1. Definition of the Term Equity Security

The term "equity security" is hereby defined to include any stock or similar security, certificate of interest or participation in any profit sharing agreement, preorganization certificate or subscrip

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(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 "nonresident 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.

(Amended para. (c) eff. Dec. 4, 1964, Release 34-7478.) Rule 0-8. Application of Rules to Registered Broker-Dealers

Any provision of any rule or regulation under the Act which prohibits any act, practice, or course of business by any person if the mails or any means or instrumentality of interstate commerce are used in connection therewith, shall also prohibit any such act, practice, or course of business by any broker or dealer registered pursuant to section 15(b) of the Act, or any person acting on behalf of such a broker or dealer, irrespective of any use of the mails or any means or instrumentality of! interstate commerce.

(Adopted and eff. Aug. 28, 1964, Release 34-7406.) EXEMPTIONS 1

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shall be exempt from the operation of sections 14

and 16 of the Act.

(b) Securities for which the filing of registra tion statements on Form 20 is authorized shall be exempt from the operation of sections 14 and 16 of the Act except that this paragraph shall not apply if at the end of the last fiscal year of the issuer (i) more than 50 percent of the outstanding voting securities of the issuer are held of record either directly or through voting trust certificates or depositary receipts by residents of the United States, and (ii) the business of such issuer is administered principally in the United States or 50 percent or more of the members of the Board of Directors are residents of the United States. For the purpose of this paragraph the term "resident," as applied to security holders, shall mean any person whose address appears on the records of the issuer, the voting trustee or the depositary as being

located in the United States.

(c) Securities for which the filing of registration statements on Form 16 or 19 is authorized shall be exempt from the operation of sections 14 and 16 of the Act if the securities deposited pursuant to the voting trust or other agreement are so exempt pursuant to paragraph (b) above.

(Amended, added paras. (a), (b) and (c) Apr. 21, eff. June 1, 1966, Release 34-7868.)

DEFINITIONS

The term "listed" means admitted to full trad1 ing privileges upon application by the issuer or its fiscal agent or, in the case of the securities of a foreign corporation, upon application by a banker engaged in distributing them; and includes securities for which authority to add to the list on official notice of issuance has been granted. Rule 3b-2. Definition of "Officer"

The term "officer" means a president, vice president, treasurer, secretary, comptroller, and any other person who performs for an issuer, whether incorporated or unincorporated, functions corresponding to those performed by the foregoing officers.

Rule 3b-3. Definition of "Short Sale"

The term "short sale" means any sale of a security which the seller does not own or any sale which is consummated by the delivery of a security borrowed by, or for the account of, the seller.

Rule 3b-4. Definition of "Foreign Government," "Foreign Issuer" and "Foreign Private Issuer"

(a) The term "foreign government" means the government of any foreign country or of any political subdivision of a foreign country.

(b) The term "foreign issuer" means any issuer which is a foreign government, a national of any foreign country or a corporation or other organization incorporated or organized under the laws of any foreign country.

(c) The term "foreign private issuer" means any foreign issuer other than a foreign govern

ment.

(Adopted April 28, 1967, Release 34-8066, eff. May 31, 1967.)

Rule 3b-5. Nonexempt Securities Issued Under Governmental Obligations

(a) Any part of an obligation evidenced by any bond, note, debenture, or other evidence of indebt

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edness issued by any governmental unit specified in section 3(a) (12) of the Act which is payable from payments to be made in respect of property or money which is or will be used, under a lease, sale, or loan arrangement, by or for industrial or commercial enterprise, shall be deemed to be a separate "security" within the meaning of section 3 (a) (10) of the Act, issued by the lessee or obligor under the lease, sale or loan arrangement.

(b) An obligation shall not be deemed a separate "security" as defined in paragraph (a) hereof if, (1) the obligation is payable from the general revenues of a governmental unit, specified in Section 3(a) (12) of the Act, having other resources which may be used for payment of the obligation, or (2) the obligation relates to a public project or facility owned and operated by or on behalf of and

under the control of a governmental unit specified in such section, or (3) the obligation relates to a facility which is leased to and under the control of an industrial or commercial enterprise but is a part of a public project which, as a whole, is owned by and under the general control of a governmental unit specified in such section, or an instrumentality thereof.

(c) This rule shall apply to transactions of the character described in paragraph (a) only with respect to bonds, notes, debentures or other evidences of indebtedness sold after December 31, 1968.

(Adopted, August 28, 1968, Release 34-8388, eff. Jan. 1, 1969; amended para. (b) eff. Mar. 31, 1970, Release 34-8850.)

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