Rule 14e-3

Transactions in Securities on the Basis of Material, Nonpublic Information in the Context of Tender Offers

a. If any person has taken a substantial step or steps to commence, or has commenced, a tender offer (the "offering person"), it shall constitute a fraudulent, deceptive or manipulative act or practice within the meaning of section 14(e) of the Act for any other person who is in possession of material information relating to such tender offer which information he knows or has reason to know is nonpublic and which he knows or has reason to know has been acquired directly or indirectly from:

1. The offering person,

2. The issuer of the securities sought or to be sought by such tender offer, or

3. Any officer, director, partner or employee or any other person acting on behalf of the offering person or such issuer, to purchase or sell or cause to be purchased or sold any of such securities or any securities convertible into or exchangeable for any such securities or any option or right to obtain or to dispose of any of the foregoing securities, unless within a reasonable time prior to any purchase or sale such information and its source are publicly disclosed by press release or otherwise.

b. A person other than a natural person shall not violate paragraph (a) of this section if such person shows that:

1. The individual(s) making the investment decision on behalf of such person to purchase or sell any security described in paragraph (a) of this section or to cause any such security to be purchased or sold by or on behalf of others did not know the material, nonpublic information; and

2. Such person had implemented one or a combination of policies and procedures, reasonable under the circumstances, taking into consideration the nature of the person's business, to ensure that individual(s) making investment decision(s) would not violate paragraph (a) of this section, which policies and procedures may include, but are not limited to,

i. those which restrict any purchase, sale and causing any purchase and sale of any such security or

ii. those which prevent such individual(s) from knowing such information.

c. Notwithstanding anything in paragraph (a) of this section to contrary, the following transactions shall not be violations of paragraph (a) of this section:

1. Purchase(s) of any security described in paragraph (a) of this section by a broker or by another agent on behalf of an offering person; or

2. Sale(s) by any person of any security described in paragraph (a) of this section to the offering person.

d.

1. As a means reasonably designed to prevent fraudulent, deceptive or manipulative acts or practices within the meaning of section 14(e) of the Act, it shall be unlawful for any person described in paragraph (d)(2) of this section to communicate material, nonpublic information relating to a tender offer to any other person under circumstances in which it is reasonably foreseeable that such communication is likely to result in a violation of this section except that this paragraph shall not apply to a communication made in good faith,

i. To the officers, directors, partners or employees of the offering person, to its advisors or to other persons, involved in the planning, financing, preparation or execution of such tender offer;

ii. To the issuer whose securities are sought or to be sought by such tender offer, to its officers, directors, partners, employees or advisors or to other persons, involved in the planning, financing, preparation or execution of the activities of the issuer with respect to such tender offer; or

iii. To any person pursuant to a requirement of any statute or rule or regulation promulgated thereunder.

2. The persons referred to in paragraph (d)(1) of this section are:

i. The offering person or its officers, directors, partners, employees or advisors;

ii. The issuer of the securities sought or to be sought by such tender offer or its officers, directors, partners, employees or advisors;

iii. Anyone acting on behalf of the persons in paragraph (d)(2)(i) of this section or the issuer or persons in paragraph (d)(2)(ii) of this section; and

iv. Any person in possession of material information relating to a tender offer which information he knows or has reason to know is nonpublic and which he knows or has reason to know has been acquired directly or indirectly from any of the above.