ARTICLE 5. SPECIAL PROVISIONS

Rule X-12B-35. Use of Registration Statement Under Securities Act of 1933.

(a) Any issuer which has a registration statement effective under the Securities Act of 1933 and not subject to any proceeding under Section 8 (d) of that Act or to an order entered thereunder may file an application for registration of securities on an exchange consisting of the following:

(1) The registration statement and all amendments thereto filed under the Securities Act of 1933, including financial statements and exhibits, or a composite of such statement as amended; provided that any financial statements or exhibits not called for by the appropriate application form may be omitted.

(2) A description of the securities being registered, as required by the appropriate application form, unless they are of the same class as those registered under the statement referred to in subparagraph (1) above.

(3) If the amount of securities of any class being registered differs from the amount of securities of the same class registered under the statement referred to in subparagraph (1) above, a statement explaining the difference.

(4) Any financial statements or exhibits required by the appropriate application form which are not contained in the statement referred to in subparagraph (1) above.

(b) The application shall be filed under cover of the facing sheet of the appropriate application form and shall be signed in accordance with the requirements of such form. Except as otherwise provided in this rule, all pertinent rules relating to the preparation and filing of applications shall apply. The following statement shall appear on the facing sheet of the application or on a page immediately following the facing sheet:

THIS APPLICATION, FILED PURSUANT TO RULE X-12B-35 CONSISTS OF A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WHICH BECAME EFFECTIVE (INSERT DATE) AND THE FOLLOWING ADDITIONAL INFORMATION AND DOCUMENTS: (LIST SUCH ADDITIONAL INFORMATION AND DOCUMENTS IF ANY)

(c) If the registrant has no securities listed and registered on the particular exchange and the application is filed more than 120 days after the end of one or more fiscal years of the registrant following the last fiscal year for which certified financial statements were included in the registration statement referred to in subparagraph (a)

(1) above, the application shall also include as an exhibit an annual report for each such fiscal year on the form appropriate for annual reports pursuant to Section 13 of the Act. If the registrant has filed annual reports for such fiscal years pursuant to Section 15 (d) of the Act, it may file with the application copies of the reports filed pursuant to that section, in lieu of the reports referred to in the preceding sentence.

(d) In copies of the application filed with the Commission the registrant may incorporate by reference the registration statement referred to in subparagraph (a) (1) or the annual reports required by paragraph (c) which are on file with the Commission. If such registration statement or any such annual report incorporates by reference any financial statements or exhibits required by the appropriate form which are on file with the Commission but are not on file with the exchange, copies of the application filed with the exchange shall include copies of such financial statements or exhibits.

Rule X-12B-36. Use of Financial Statements Filed Under Other Acts.

Where copies of certified financial statements filed under other Acts administered by the Commission are filed with an application or report, the accountant's certificate shall be manually signed or manually signed copies of the certificate shall be filed with the financial statements. Where such financial statements are incorporated by reference in an application or report, the written consent of the accountant to such incorporation by reference shall be filed with the application or report. Such consent shall be dated and signed manually.

REGULATION X-12D1. EFFECTIVENESS OF REGISTRATION-EXCHANGE CERTIFICATION

Rule X-12D1-1. Registration Effective as to Class or Series.

(a) An application filed pursuant to Section 12 (b) and (c) of the Act for registration of a security on a national securities exchange shall be deemed to apply for registration of the entire class of such security. Registration shall become effective, as provided in Section 12 (d) of the Act, (1) as to the shares or amounts of such class then issued, and (2), without further application for registration, upon issuance as to additional shares or amounts of such class then or thereafter authorized.

(6) This rule shall apply to classes of securities of which a specified number of shares or amounts was registered or registered upon notice of issuance, and to applications for registration filed, prior to the close

of business on January 28, 1954, as well as to classes registered, or applications filed, thereafter.

(c) This rule shall not affect the right of a national securities exchange to require the issuer of a registered security to file documents with or pay fees to the exchange in connection with the modification of such security or the issuance of additional shares or amounts.

(d) If a class of security is issuable in two or more series with different terms, each such series shall be deemed a separate class for the purposes of this regulation.

Rule X-12D1-2. Acceleration of Effectiveness of Registration.

A request for acceleration of the effective date of registration pursuant to Section 12 (d) of the Act and Rule X-12D1–1 shall be made in writing by either the registrant, the exchange, or both and shall briefly describe the reasons therefor.

Rule X-12D1-3. Requirements as to Certification.

(a) Certification that a security has been approved by an exchange for listing and registration pursuant to Section 12 (d) of the Act and Rule X-12D1-1 shall be made by the governing committee or other corresponding authority of the exchange.

(b) The certification shall specify (1) the approval of the exchange for listing and registration; (2) the title of the security so approved; (3) the date of filing with the exchange of the application for registration and of any amendments thereto; and (4) any conditions imposed on such certification. The exchange shall promptly notify the Commission of the partial or complete satisfaction of any such conditions.

(c) The certification may be made by telegram but in such case shall be confirmed in writing. All certifications in writing and all amendments thereto shall be filed with the Commission in duplicate and at least one copy shall be manually signed by the appropriate exchange authority.

Rule X-12D1-4. Date of Receipt of Certification by Commission.

The date of receipt by the Commission of the certification approving a security for listing and registration shall be the date on which the certification is actually received by the Commission or the date on which the application for registration to which the certification relates is actually received by the Commission, whichever date is later.

Rule X-12D1-5. Operation of Certification on Subsequent Amendments.

If an amendment to the application for registration of a security is filed with the exchange and with the Commission after the receipt by

the Commission of the certification of the exchange approving the security for listing and registration, the certification, unless withdrawn, shall be deemed made with reference to the application as amended.

Rule X-12D1-6. Withdrawal of Certification.

An exchange may, by notice to the Commission, withdraw its certification prior to the time that the registration to which it relates first becomes effective pursuant to Rule X-12D1-1.

SUSPENSION OF TRADING WITHDRAWAL-STRIKING FROM LISTING AND REGISTRATION

Rule X-12D2-1. Suspension of Trading, Withdrawal, and Striking From Listing and Registration.

(a) (1) A security listed and registered on a national securities exchange may be suspended from trading by such exchange, in accordance with its rules. Such exchange shall promptly notify the Commission of any such suspension, the effective date thereof and the reasons therefor.

(2) Any such suspension may be continued until such time as it shall appear to the Commission that such suspension is designed to evade the provisions of section 12 (d) and the rules and regulations thereunder relating to the withdrawal and striking of a security from listing and registration. During the continuance of such suspension the exchange shall notify the Commission promptly of any change in the reasons for the suspension. Upon the restoration to trading of any security suspended under this rule, the exchange shall notify the Commission promptly of the effective date thereof.

(3) Suspension of trading shall not terminate the registration of any security.

(b) (1) An application by an issuer or an exchange to withdraw or strike a security from listing and registration pursuant to section 12 (d) shall be made in accordance with the following requirements:

(A) The application shall be made in triplicate, shall be signed and sworn to by an officer of the applicant authorized to do so, and shall set forth the source of the authority of such officer. If the applicant is the issuer it shall forward promptly a copy of the application to the exchange and if the applicant is the exchange it shall forward promptly a copy of the application to the issuer.

(B) The application shall cite the paragraph designation of each provision of the constitution, bylaws or rules of the exchange, if any, which relates to such a withdrawal or striking,

and shall set forth the steps taken by the applicant to satisfy the requirements of such provisions.

(C) The application shall state the reasons for such proposed withdrawal or striking, together with all material facts relating thereto and such facts as in the opinion of the applicant have a bearing on whether the Commission should impose any terms for the protection of investors.

(2) If the application is made by the issuer, such issuer, if so directed by the Commission, shall promptly send notice of such application to all known holders of the security which is the subject of the application. Such notice shall state the time and place of hearing on the application and shall advise such security holders of their right to present their views by appearing at such hearing or writing the Commission on the subject of what terms, if any, should be imposed for the protection of investors in granting the application.

(3) The application may state that the applicant pursuant to this rule offers the application in evidence at any hearing on such application. If such an offer is made, the application shall be received in evidence at the hearing as proof in support of the allegations therein without the necessity of the applicant appearing and introducing further evidence, unless

(A) Counsel for the Commission objects; or

(B) A holder of the security which is the subject of the application, the issuer or the exchange involved, or any other person having a bona fide interest in such proceeding appears and objects.

(4) If counsel for the Commission intends to object to the admission in evidence of the application or in advance of the hearing date is apprised of the intention of any person having a bona fide interest in the proceeding to appear in opposition to the application, he shall promptly advise the applicant thereof. If such objection or opposition is first made at such time that seasonable notice thereof cannot be given to the applicant, and the applicant does not appear, the hearing shall be continued to permit the applicant to appear and support its application at the adjourned date thereof. Unless the Commission otherwise directs, the application shall be dismissed if the applicant fails to appear and support its application after it has been notified by counsel for the Commission of such objection or opposition.