Rule 16a - 8 - Trusts.

(a) Persons subject to section 16 -

(1) Trusts. A trust shall be subject to section 16 of the Act with respect to securities of the issuer if the trust is a beneficial owner, pursuant to § 240.16a–1(a)(1), of more than ten percent of any class of equity securities of the issuer registered pursuant to section 12 of the Act (“ten percent beneficial owner”).

(2) Trustees, beneficiaries, and settlors. In determining whether a trustee, beneficiary, or settlor is a ten percent beneficial owner with respect to the issuer:

(i) Such persons shall be deemed the beneficial owner of the issuer’s securities held by the trust, to the extent specified by Rule 16a-1(a)(1); and

(ii) Settlors shall be deemed the beneficial owner of the issuer’s securities held by the trust where they have the power to revoke the trust without the consent of another person.

(b) Trust Holdings and Transactions.

Holdings and transactions in the issuer’s securities held by a trust shall be reported by the trustee on behalf of the trust, if the trust is subject to Section 16 of the Act, except as provided below. Holdings and transactions in the issuer’s securities held by a trust (whether or not subject to section 16 of the Act) may be reportable by other parties as follows:

(1) Trusts. The trust need not report holdings and transactions in the issuer’s securities held by the trust in an employee benefit plan subject to the Employee Retirement Income Security Act over which no trustee exercises investment control.

(2) Trustees. If, as provided by Rule 16a-1(a)(2), a trustee subject to Section 16 of the Act has a pecuniary interest in any holding or transaction in the issuer’s securities held by the trust, such holding or transaction shall be attributed to the trustee and shall be reported by the trustee in the trustee’s individual capacity, as well as on behalf of the trust. With respect to performance fees and holdings of the trustee’s immediate family, trustees shall be deemed to have a pecuniary interest in the trust holdings and transactions in the following circumstances:

(i) A performance fee is received that does not meet the proviso of Rule 16a-1(a)(2)(ii)(C); or

(ii) At least one beneficiary of the trust is a member of the trustee’s immediate family. The pecuniary interest of the immediate family member(s) shall be attributed to and reported by the trustee.

(3) Beneficiaries. A beneficiary subject to section 16 of the Act shall have or share reporting obligations with respect to transactions in the issuer’s securities held by the trust, if the beneficiary is a beneficial owner of the securities pursuant to Rule 16a-1(a)(2), as follows:

(i) If a beneficiary shares investment control with the trustee with respect to a trust transaction, the transaction shall be attributed to and reported by both the beneficiary and the trust;

(ii) If a beneficiary has investment control with respect to a trust transaction without consultation with the trustee, the transaction shall be attributed to and reported by the beneficiary only; and

(iii) In making a determination as to whether a beneficiary is the beneficial owner of the securities pursuant to Rule 16a–1(a)(2), beneficiaries shall be deemed to have a pecuniary interest in the issuer’s securities held by the trust to the extent of their pro rata interest in the trust where the trustee does not exercise exclusive investment control.

Note to paragraph (b)(3): Transactions and holdings attributed to a trust beneficiary may be reported by the trustee on behalf of the beneficiary, provided that the report is signed by the beneficiary or other authorized person. Where the transactions and holdings are attributed both to the trustee and trust beneficiary, a joint report may be filed in accordance with Rule 16a-3(j).

(4) Settlors. If a settlor subject to section 16 of the Act reserves the right to revoke the trust without the consent of another person, the trust holdings and transactions shall be attributed to and reported by the settlor instead of the trust; Provided, however, That if the settlor does not exercise or share investment control over the issuer’s securities held by the trust, the trust holdings and transactions shall be attributed to and reported by the trust instead of the settlor.

(c) Remainder interests.

Remainder interests in a trust are deemed not to confer beneficial ownership for purposes of section 16 of the Act, provided that the persons with the remainder interests have no power, directly or indirectly, to exercise or share investment control over the trust.

(d) A trust, trustee, beneficiary or settlor becoming subject to section 16(a) of the Act pursuant to this rule also shall be subject to Sections 16(b) and 16(c) of the Act.

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