are either trustees, settlors, or beneficiaries of a trust, provided t the report field shall disclose the names of all trustees, settlors beneficiaries who are officers, directors or ten percent stockholde A person having an interest only as a beneficiary of a trust shall be required to file any such report so long as he relies in good fai upon an understanding that the trustee of such trust will file wh:ever reports might otherwise be required of such beneficiary. (e) As used in this rule the "immediate family" of a trustee mean. :: (1) a son or daughter of the trustee, or a descendent of eithe (2) a stepson or stepdaughter of the trustee;

(3) the father or mother of the trustee, or an ancestor either,

(4) a stepfather or stepmother of the trustee,

(5) a spouse of the trustee.

For the purpose of determining whether any of the foregoing rela tions exists a legally adopted child of a person shall be considered child of such person by blood.

(f) In determining, for the purposes of Rule X-16A-1, whether person is the beneficial owner, directly or indirectly, of more than 1 percent of any class of any listed equity security, the interest of suc] person in the remainder of a trust shall be excluded from the computation.

(g) No report shall be required by any person, whether or not other wise subject to the requirement of filing reports under section 16 (a) with respect to his indirect interest in portfolio securities held by

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

(2) any investment company registered under the Investment Company Act,

(3) a pension or retirement plan holding securities of an issuer whose employees generally are the beneficiaries of the plan,

(4) a business trust with over 25 beneficiaries.

(h) Nothing in the rule shall be deemed to impose any duties or liabilities with respect to reporting any transactions or holding prior to its effective date.

Rule X-16A-9. Exemption for Small Transactions.

(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 rule 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.

Rule X-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)

Rule X-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.

Rule X-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 rule. 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 rule. (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 rule.

Rule X-16B-3. Exemption From Section 16 (b) of Certain Acquisitions of Securities Under Stock Bonus or Similar Plans.

Any acquisition of shares of stock or non-transferable options (other than convertible stock or stock acquired pursuant to a transferable option, warrant or right) 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, profit-sharing, retirement or similar plan meeting all of the following conditions:

(a) The plan has been approved specifically, or through the approval of a charter amendment authorizing stock for issuance pursuant to the plan, by the security holders of the issuer at a meeting for which proxies were solicited in accordance with such rules and regulations, if any, as were then in effect under section 14 (a) of the Act.

(b) If the selection of the persons who may receive funds or securities pursuant to the plan, or the determination of the amount of funds or securities which may be so received by any such person is subject to the discretion of any person, such discretion shall be exercised by (1) a committee of three or more

persons having full and final authority in the matter, or (2) the board of directors of the issuer, provided the members of such committee, or a majority of the directors acting in the matter, are not entitled to participate in such plan or in any other similar plan provided by the issuer or any of its affiliates.

(c) The plan effectively limits the aggregate amount of funds or securities which may be allocated with respect to each fiscal year pursuant to the plan, either by limiting the maximum amount which may be allocated to each participant in the plan or by limiting the maximum amount which may be so allocated to all such participants.

(d) The acquisition of the securities pursuant to the plan does not involve the payment of any cash (other than the application of funds currently received pursuant to the plan or payable pursuant to the option contract) directly or indirectly, to the issuer or any of its affiliates.

Rule X-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 purchase, of a security shall be exempt from the provisions of section 16 (b), to the extent prescried in this rule, as not comprehended within the purpose of said subsection, if (a) the person effecting such transaction is either a holding company registered under the Public Utility Holding Company Act of 1935 or a subsidiary company thereof and (b) both the purchase and the sale of such security have been approved or permitted by the Commission pursuant to the applicable provisions of that Act and the rules and regulations thereunder.

Rule X-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 than a convertible security or right to purchase a security) by a director or officer of the issuer of such security shall be exempt from the operation of section 16 (b) upon condition that

(a) the equity security is acquired by way of redemption of another security of an issuer substantially all of whose assets other than cash (or Government bonds) consist of securities of the issuer of the equity security so acquired, and which

(1) represented substantially and in practical effect a stated or readily ascertainable amount of such equity security,

(2) had a value which was substantially determined by the value of such equity security, and

(3) conferred upon the holder the right to receive such equity security without the payment of any consideration other than the security redeemed;

(b) no security of the same class as the security redeemed was acquired by the director or officer within 6 months prior to such redemption or is acquired within 6 months after such redemption;

(c) the issuer of the equity security acquired has recognized the applicability of paragraph (a) of this rule by appropriate corporate action.

Rule X-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 rule 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 rule.

(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 rule 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 rule shall rest upon the person claiming the exemption.