[Code of Federal Regulations]
[Title 17, Volume 2]
[Revised as of April 1, 2002]
From the U.S. Government Printing Office via GPO Access
[CITE: 17CFR230.144]

[Page 483-489]
 
              TITLE 17--COMMODITY AND SECURITIES EXCHANGES
 
             CHAPTER II--SECURITIES AND EXCHANGE COMMISSION
 
PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933--Table of Contents
 
Sec. 230.144  Persons deemed not to be engaged in a distribution and therefore not underwriters.

    Preliminary Note: Rule 144 is designed to implement the fundamental 
purposes of the Act, as expressed in its preamble, To provide full and 
fair disclosure of the character of the securities sold in interstate 
commerce and through the mails, and to prevent fraud in the sale thereof 
* * * The rule is designed to prohibit the creation of public markets in 
securities of issuers concerning which adequate current information is 
not available to the public. At the same time, where adequate current 
information concerning the issuer is available to the public, the rule 
permits the public sale in ordinary trading transactions of limited 
amounts of securities owned by persons controlling, controlled by or 
under common control with the issuer and by persons who have acquired 
restricted securities of the issuer.
    Certain basic principles are essential to an understanding of the 
requirement of registration in the Act:
    1. If any person utilizes the jurisdictional means to sell any 
nonexempt security to any other person, the security must be registered 
unless a statutory exemption can be found for the transaction.
    2. In addition to the exemptions found in section 3, four exemptions 
applicable to transactions in securities are contained in section 4. 
Three of these section 4 exemptions are clearly not available to anyone 
acting as an underwriter of securities. (The fourth, found in section 
4(4), is available only to those who act as brokers under certain 
limited circumstances.) An understanding of the term underwriter is 
therefore important to anyone who wishes to determine whether or not an 
exemption from registration is available for his sale of securities.
    The term underwriter is broadly defined in section 2(11) of the Act 
to mean any person who has purchased from an issuer with a view to, or 
offers or sells for an issuer in connection with, the distribution of 
any security, or participates, or has a direct or indirect participation 
in any such undertaking, or participates or has a participation in the 
direct or indirect underwriting of any such undertaking. The 
interpretation of this definition has traditionally focused on the words 
with a view to in the phrase purchased from an issuer with a view to * * 
* distribution. Thus, an investment banking firm which arranges with an 
issuer for the public sale of its securities is clearly an underwriter 
under that section. Individual investors who are not professionals in 
the securities business may also be underwriters within the meaning of 
that term as used in the Act if they act as links in a chain of 
transactions through which securities move from an issuer to the public. 
Since it is difficult to ascertain the mental state of the purchaser at 
the time of his acquisition, subsequent acts and circumstances have been 
considered to determine whether such person took with a view to 
distribution at the time of his acquisition. Emphasis has been placed on 
factors such as the length of time the person has held the securities 
and whether there has been an unforeseeable change in circumstances of 
the holder. Experience has shown, however, that reliance upon such 
factors as the above has not assured adequate protection of investors 
through the maintenance of informed trading markets and has led to 
uncertainty in the application of the registration provisions of the 
Act.
    It should be noted that the statutory language of section 2(11) is 
in the disjunctive. Thus, it is insufficient to conclude that a person 
is not an underwriter solely because he did not purchase securities from 
an issuer

[[Page 484]]

with a view to their distribution. It must also be established that the 
person is not offering or selling for an issuer in connection with the 
distribution of the securities, does not participate or have a direct or 
indirect participation in any such undertaking, and does not participate 
or have a participation in the direct or indirect underwriting of such 
an undertaking.
    In determining when a person is deemed not to be engaged in a 
distribution several factors must be considered.
    First, the purpose and underlying policy of the Act to protect 
investors requires that there be adequate current information concerning 
the issuer, whether the resales of securities by persons result in a 
distribution or are effected in trading transactions. Accordingly, the 
availability of the rule is conditioned on the existence of adequate 
current public information.
    Secondly, a holding period prior to resale is essential, among other 
reasons, to assure that those persons who buy under a claim of a section 
4(2) exemption have assumed the economic risks of investment, and 
therefore are not acting as conduits for sale to the public of 
unregistered securities, directly or indirectly, on behalf of an issuer. 
It should be noted that there is nothing in section 2(11) which places a 
time limit on a person's status as an underwriter. The public has the 
same need for protection afforded by registration whether the securities 
are distributed shortly after their purchase or after a considerable 
length of time.
    A third factor, which must be considered in determining what is 
deemed not to constitute a distribution, is the impact of the particular 
transaction or transactions on the trading markets. Section 4(1) was 
intended to exempt only routine trading transactions between individual 
investors with respect to securities already issued and not to exempt 
distributions by issuers or acts of other individuals who engage in 
steps necessary to such distributions. Therefore, a person reselling 
securities under section 4(1) of the Act must sell the securities in 
such limited quantities and in such a manner as not to disrupt the 
trading markets. The larger the amount of securities involved, the more 
likely it is that such resales may involve methods of offering and 
amounts of compensation usually associated with a distribution rather 
than routine trading transactions. Thus, solicitation of buy orders or 
the payment of extra compensation are not permitted by the rule.
    In summary, if the sale in question is made in accordance with all 
of the provisions of the section as set forth below, any person who 
sells restricted securities shall be deemed not to be engaged in a 
distribution of such securities and therefore not an underwriter 
thereof. The rule also provides that any person who sells restricted or 
other securities on behalf of a person in a control relationship with 
the issuer shall be deemed not to be engaged in a distribution of such 
securities and therefore not to be an underwriter thereof, if the sale 
is made in accordance with all the conditions of the section.

    (a) Definitions. The following definitions shall apply for the 
purposes of this section.
    (1) An affiliate of an issuer is a person that directly, or 
indirectly through one or more intermediaries, controls, or is 
controlled by, or is under common control with, such issuer.
    (2) The term person when used with reference to a person for whose 
account securities are to be sold in reliance upon this section 
includes, in addition to such person, all of the following persons:
    (i) Any relative or spouse of such person, or any relative of such 
spouse, any one of whom has the same home as such person;
    (ii) Any trust or estate in which such person or any of the persons 
specified in paragraph (a)(2)(i) of this section collectively own 10 
percent or more of the total beneficial interest or of which any of such 
persons serve as trustee, executor or in any similar capacity; and
    (iii) Any corporation or other organization (other than the issuer) 
in which such person or any of the persons specified in paragraph 
(a)(2)(i) of this section are the beneficial owners collectively of 10 
percent or more of any class of equity securities or 10 percent or more 
of the equity interest.
    (3) The term restricted securities means:
    (i) Securities acquired directly or indirectly from the issuer, or 
from an affiliate of the issuer, in a transaction or chain of 
transactions not involving any public offering;
    (ii) Securities acquired from the issuer that are subject to the 
resale limitations of Sec. 230.502(d) under Regulation D or 
Sec. 230.701(c);
    (iii) Securities acquired in a transaction or chain of transactions 
meeting the requirements of Sec. 230.144A;
    (iv) Securities acquired from the issuer in a transaction subject to 
the conditions of Regulation CE (Sec. 230.1001);
    (v) Equity securities of domestic issuers acquired in a transaction 
or chain of transactions subject to the

[[Page 485]]

conditions of Sec. 230.901 or Sec. 230.903 under Regulation S 
(Sec. 230.901 through Sec. 230.905, and Preliminary Notes);
    (vi) Securities acquired in a transaction made under Sec. 230.801 to 
the same extent and proportion that the securities held by the security 
holder of the class with respect to which the rights offering was made 
were as of the record date for the rights offering ``restricted 
securities'' within the meaning of this paragraph (a)(3); and
    (vii) Securities acquired in a transaction made under Sec. 230.802 
to the same extent and proportion that the securities that were tendered 
or exchanged in the exchange offer or business combination were 
``restricted securities'' within the meaning of this paragraph (a)(3).
    (b) Conditions to be met. Any affiliate or other person who sells 
restricted securities of an issuer for his own account, or any person 
who sells restricted or any other securities for the account of an 
affiliate of the issuer of such securities, shall be deemed not to be 
engaged in a distribution of such securities and therefore not to be an 
underwriter thereof within the meaning of section 2(11) of the Act if 
all of the conditions of this section are met.
    (c) Current public information. There shall be available adequate 
current public information with respect to the issuer of the securities. 
Such information shall be deemed to be available only if either of the 
following conditions is met:
    (1) Filing of reports. The issuer has securities registered pursuant 
to section 12 of the Securities Exchange Act of 1934, has been subject 
to the reporting requirements of section 13 of that Act for a period of 
at least 90 days immediately preceding the sale of the securities and 
has filed all the reports required to be filed thereunder during the 12 
months preceding such sale (or for such shorter period that the issuer 
was required to file such reports); or has securities registered 
pursuant to the Securities Act of 1933, has been subject to the 
reporting requirements of section 15(d) of the Securities Exchange Act 
of 1934 for a period of at least 90 days immediately preceding the sale 
of the securities and has filed all the reports required to be filed 
thereunder during the 12 months preceding such sale (or for such shorter 
period that the issuer was required to file such reports). The person 
for whose account the securities are to be sold shall be entitled to 
rely upon a statement in whichever is the most recent report, quarterly 
or annual, required to be filed and filed by the issuer that such issuer 
has filed all reports required to be filed by section 13 or 15(d) of the 
Securities Exchange Act of 1934 during the preceding 12 months (or for 
such shorter period that the issuer was required to file such reports) 
and has been subject to such filing requirements for the past 90 days, 
unless he knows or has reason to believe that the issuer has not 
complied with such requirements. Such person shall also be entitled to 
rely upon a written statement from the issuer that it has complied with 
such reporting requirements unless he knows or has reasons to believe 
that the issuer has not complied with such requirements.
    (2) Other public information. If the issuer is not subject to 
section 13 or 15(d) of the Securities Exchange Act of 1934, there is 
publicly available the information concerning the issuer specified in 
paragraphs (a)(5)(i) to (xiv), inclusive, and paragraph (a)(5)(xvi) of 
Rule 15c2-11 (Sec. 240.15c2-11 of this chapter) under that Act or, if 
the issuer is an insurance company, the information specified in section 
12(g)(2)(G)(i) of that Act.
    (d) Holding period for restricted securities. If the securities sold 
are restricted securities, the following provisions apply:
    (1) General rule. A minimum of one year must elapse between the 
later of the date of the acquisition of the securities from the issuer 
or from an affiliate of the issuer, and any resale of such securities in 
reliance on this section for the account of either the acquiror or any 
subsequent holder of those securities. If the acquiror takes the 
securities by purchase, the one-year period shall not begin until the 
full purchase price or other consideration is paid or given by the 
person acquiring the securities from the issuer or from an affiliate of 
the issuer.
    (2) Promissory notes, other obligations or installment contracts. 
Giving the issuer or affiliate of the issuer from

[[Page 486]]

whom the securities were purchased a promissory note or other obligation 
to pay the purchase price, or entering into an installment purchase 
contract with such seller, shall not be deemed full payment of the 
purchase price unless the promissory note, obligation or contract:
    (i) Provides for full recourse against the purchaser of the 
securities;
    (ii) Is secured by collateral, other than the securities purchased, 
having a fair market value at least equal to the purchase price of the 
securities purchased; and
    (iii) Shall have been discharged by payment in full prior to the 
sale of the securities.
    (3) Determination of holding period. The following provisions shall 
apply for the purpose of determining the period securities have been 
held:
    (i) Stock dividends, splits and recapitalizations. Securities 
acquired from the issuer as a dividend or pursuant to a stock split, 
reverse split or recapitalization shall be deemed to have been acquired 
at the same time as the securities on which the dividend or, if more 
than one, the initial dividend was paid, the securities involved in the 
split or reverse split, or the securities surrendered in connection with 
the recapitalization;
    (ii) Conversions. If the securities sold were acquired from the 
issuer for a consideration consisting solely of other securities of the 
same issuer surrendered for conversion, the securities so acquired shall 
be deemed to have been acquired at the same time as the securities 
surrendered for conversion;
    (iii) Contingent issuance of securities. Securities acquired as a 
contingent payment of the purchase price of an equity interest in a 
business, or the assets of a business, sold to the issuer or an 
affiliate of the issuer shall be deemed to have been acquired at the 
time of such sale if the issuer or affiliate was then committed to issue 
the securities subject only to conditions other than the payment of 
further consideration for such securities. An agreement entered into in 
connection with any such purchase to remain in the employment of, or not 
to compete with, the issuer or affiliate or the rendering of services 
pursuant to such agreement shall not be deemed to be the payment of 
further consideration for such securities.
    (iv) Pledged securities. Securities which are bona-fide pledged by 
an affiliate of the issuer when sold by the pledgee, or by a purchaser, 
after a default in the obligation secured by the pledge, shall be deemed 
to have been acquired when they were acquired by the pledgor, except 
that if the securities were pledged without recourse they shall be 
deemed to have been acquired by the pledgee at the time of the pledge or 
by the purchaser at the time of purchase.
    (v) Gifts of securities. Securities acquired from an affiliate of 
the issuer by gift shall be deemed to have been acquired by the donee 
when they were acquired by the donor.
    (vi) Trusts. Where a trust settlor is an affiliate of the issuer, 
securities acquired from the settlor by the trust, or acquired from the 
trust by the beneficiaries thereof, shall be deemed to have been 
acquired when such securities were acquired by the settlor.
    (vii) Estates. Where a deceased person was an affiliate of the 
issuer, securities held by the estate of such person or acquired from 
such estate by the beneficiaries thereof shall be deemed to have been 
acquired when they were acquired by the deceased person, except that no 
holding period is required if the estate is not an affiliate of the 
issuer or if the securities are sold by a beneficiary of the estate who 
is not such an affiliate.
    Note: While there is no holding period or amount limitation for 
estates and beneficiaries thereof which are not affiliates of the 
issuer, paragraphs (c), (h) and (i) of the rule apply to securities sold 
by such persons in reliance upon the rule.

    (viii) Rule 145(a) transactions. The holding period for securities 
acquired in a transaction specified in Rule 145(a) shall be deemed to 
commence on the date the securities were acquired by the purchaser in 
such transaction. This provision shall not apply, however, to a 
transaction effected solely for the purpose of forming a holding 
company.
    (e) Limitation on amount of securities sold. Except as hereinafter 
provided, the amount of securities which may be

[[Page 487]]

sold in reliance upon this rule shall be determined as follows:
    (1) Sales by affiliates. If restricted or other securities are sold 
for the account of an affiliate of the issuer, the amount of securities 
sold, together with all sales of restricted and other securities of the 
same class for the account of such person within the preceding three 
months, shall not exceed the greater of
    (i) One percent of the shares or other units of the class 
outstanding as shown by the most recent report or statement published by 
the issuer, or
    (ii) The average weekly reported volume of trading in such 
securities on all national securities exchanges and/or reported through 
the automated quotation system of a registered securities association 
during the four calendar weeks preceding the filing of notice required 
by paragraph (h), or if no such notice is required the date of receipt 
of the order to execute the transaction by the broker or the date of 
execution of the transaction directly with a market maker, or
    (iii) The average weekly volume of trading in such securities 
reported through the consolidated transaction reporting system 
contemplated by Rule 11Aa3-1 under the Securities Exchange Act of 1934 
(Sec. 240.11A3-1) during the four-week period specified in paragraph 
(e)(1)(ii) of this section.
    (2) Sales by persons other than affiliates. The amount of restricted 
securities sold for the account of any person other than an affiliate of 
the issuer, together with all other sales of restricted securities of 
the same class for the account of such person within the preceding three 
months, shall not exceed the amount specified in paragraphs (e)(1) (i), 
(ii) or (iii) of this section, whichever is applicable, unless the 
conditions of paragraph (k) of this rule are satisfied.
    (3) Determination of amount. For the purpose of determining the 
amount of securities specified in paragraphs (e) (1) and (2) of this 
section, the following provisions shall apply:
    (i) Where both convertible securities and securities of the class 
into which they are convertible are sold, the amount of convertible 
securities sold shall be deemed to be the amount of securities of the 
class into which they are convertible for the purpose of determining the 
aggregate amount of securities of both classes sold;
    (ii) The amount of securities sold for the account of a pledgee 
thereof, or for the account of a purchaser of the pledged securities, 
during any period of three months within one year after a default in the 
obligation secured by the pledge, and the amount of securities sold 
during the same three-month period for the account of the pledgor shall 
not exceed, in the aggregate, the amount specified in paragraph (e) (1) 
or (2) of this section, whichever is applicable;
    (iii) The amount of securities sold for the account of a donee 
thereof during any period of three months within one year after the 
donation, and the amount of securities sold during the same three-month 
period for the account of the donor, shall not exceed, in the aggregate, 
the amount specified in paragraph (e) (1) or (2) of this section, 
whichever is applicable;
    (iv) Where securities were acquired by a trust from the settlor of 
the trust, the amount of such securities sold for the account of the 
trust during any period of three months within one year after the 
acquisition of the securities by the trust, and the amount of securities 
sold during the same three-month period for the account of the settlor, 
shall not exceed, in the aggregate, the amount specified in paragraph 
(e) (1) or (2) of this section, whichever is applicable;
    (v) The amount of securities sold for the account of the estate of a 
deceased person, or for the account of a beneficiary of such estate, 
during any period of 3 months and the amount of securities sold during 
the same period for the account of the deceased person prior to his 
death shall not exceed, in the aggregate, the amount specified in 
paragraph (e) (1) or (2) of this section, whichever is applicable: 
Provided, That no limitation on amount shall apply if the estate or 
beneficiary thereof is not an affiliate of the issuer;
    (vi) When two or more affiliates or other persons agree to act in 
concert for the purpose of selling securities of an issuer, all 
securities of the same class sold for the account of all such

[[Page 488]]

persons during any period of 3 months shall be aggregated for the 
purpose of determining the limitation on the amount of securities sold;
    (vii) The following sales of securities need not be included in 
determining the amount of securities sold in reliance upon this section: 
securities sold pursuant to an effective registration statement under 
the Act; securities sold pursuant to an exemption provided by Regulation 
A (Sec. 230.251 through Sec. 230.263) under the Act; securities sold in 
a transaction exempt pursuant to Section 4 of the Act (15 U.S.C. 77d) 
and not involving any public offering; and securities sold offshore 
pursuant to Regulation S (Sec. 230.901 through Sec. 230.905, and 
Preliminary Notes) under the Act.
    (f) Manner of sale. The securities shall be sold in brokers' 
transactions within the meaning of section 4(4) of the Act or in 
transactions directly with a market maker, as that term is defined in 
section 3(a)(38) of the Securities Exchange Act of 1934, and the person 
selling the securities shall not (1) solicit or arrange for the 
solicitation of orders to buy the securities in anticipation of or in 
connection with such transaction, or (2) make any payment in connection 
with the offer or sale of the securities to any person other than the 
broker who executes an order to sell the securities. The requirements of 
this paragraph, however, shall not apply to securities sold for the 
account of the estate of a deceased person or for the account of a 
beneficiary of such estate provided the estate or beneficiary thereof is 
not an affiliate of the issuer; nor shall they apply to securities sold 
for the account of any person other than an affiliate of the issuer 
provided the conditions of paragraph (k) of this rule are satisfied.
    (g) Brokers' transactions. The term brokers' transactions in section 
4(4) of the Act shall for the purposes of this rule be deemed to include 
transactions by a broker in which such broker:
    (1) Does not more than execute the order or orders to sell the 
securities as agent for the person for whose account the securities are 
sold; and receives no more than the usual and customary broker's 
commission;
    (2) Neither solicits nor arranges for the solicitation of customers' 
orders to buy the securities in anticipation of or in connection with 
the transaction; provided, that the foregoing shall not preclude (i) 
inquiries by the broker of other brokers or dealers who have indicated 
an interest in the securities within the preceding 60 days, (ii) 
inquiries by the broker of his customers who have indicated an 
unsolicited bona fide interest in the securities within the preceding 10 
business days; or (iii) the publication by the broker of bid and ask 
quotations for the security in an inter-dealer quotation system provided 
that such quotations are incident to the maintenance of a bona fide 
inter-dealer market for the security for the broker's own account and 
that the broker has published bona fide bid and ask quotations for the 
security in an inter-dealer quotation system on each of at least twelve 
days within the preceding thirty calendar days with no more than four 
business days in succession without such two-way quotations;
    Note to Paragraph (g)(2)(ii): The broker should obtain and retain in 
his files written evidence of indications of bona fide unsolicited 
interest by his customers in the securities at the time such indications 
are received.

    (3) After reasonable inquiry is not aware of circumstances 
indicating that the person for whose account the securities are sold is 
an underwriter with respect to the securities or that the transaction is 
a part of a distribution of securities of the issuer. Without limiting 
the foregoing, the broker shall be deemed to be aware of any facts or 
statements contained in the notice required by paragraph (h) of this 
section.
    Notes: (i) The broker, for his own protection, should obtain and 
retain in his files a copy of the notice required by paragraph (h) of 
this section.
    (ii) The reasonable inquiry required by paragraph (g)(3) of this 
section should include, but not necessarily be limited to, inquiry as to 
the following matters:
    (a) The length of time the securities have been held by the person 
for whose account they are to be sold. If practicable, the inquiry 
should include physical inspection of the securities;
    (b) The nature of the transaction in which the securities were 
acquired by such person;
    (c) The amount of securities of the same class sold during the past 
3 months by all persons whose sales are required to be taken

[[Page 489]]

into consideration pursuant to paragraph (e) of this section;
    (d) Whether such person intends to sell additional securities of the 
same class through any other means;
    (e) Whether such person has solicited or made any arrangement for 
the solicitation of buy orders in connection with the proposed sale of 
securities;
    (f) Whether such person has made any payment to any other person in 
connection with the proposed sale of the securities; and
    (g) The number of shares or other units of the class outstanding, or 
the relevant trading volume.

    (h) Notice of proposed sale. If the amount of securities to be sold 
in reliance upon the rule during any period of three months exceeds 500 
shares or other units or has an aggregate sale price in excess of 
$10,000, three copies of a notice on Form 144 shall be filed with the 
Commission at its principal office in Washington, DC; and if such 
securities are admitted to trading on any national securities exchange, 
one copy of such notice shall also be transmitted to the principal 
exchange on which such securities are so admitted. The Form 144 shall be 
signed by the person for whose account the securities are to be sold and 
shall be transmitted for filing concurrently with either the placing 
with a broker of an order to execute a sale of securities in reliance 
upon this rule or the execution directly with a market maker of such a 
sale. Neither the filing of such notice nor the failure of the 
Commission to comment thereon shall be deemed to preclude the Commission 
from taking any action it deems necessary or appropriate with respect to 
the sale of the securities referred to in such notice. The requirements 
of this paragraph, however, shall not apply to securities sold for the 
account of any person other than an affiliate of the issuer, provided 
the conditions of paragraph (k) of this rule are satisfied.
    (i) Bona fide intention to sell. The person filing the notice 
required by paragraph (h) of this section shall have a bona fide 
intention to sell the securities referred to therein within a reasonable 
time after the filing of such notice.
    (j) Non-exclusive rule. Although this rule provides a means for 
reselling restricted securities and securities held by affiliates 
without registration, it is not the exclusive means for reselling such 
securities in that manner. Therefore, it does not eliminate or otherwise 
affect the availability of any exemption for resales under the 
Securities Act that a person or entity may be able to rely upon.
    (k) Termination of certain restrictions on sales of restricted 
securities by persons other than affiliates. The requirements of 
paragraphs (c), (e), (f) and (h) of this section shall not apply to 
restricted securities sold for the account of a person who is not an 
affiliate of the issuer at the time of the sale and has not been an 
affiliate during the preceding three months, provided a period of at 
least two years has elapsed since the later of the date the securities 
were acquired from the issuer or from an affiliate of the issuer. The 
two-year period shall be calculated as described in paragraph (d) of 
this section.

(Secs. 2(11), 4(1), 4(4), 19(a), 19(c), 48 Stat. 74, 75, 77, 85; secs. 
201, 203, 209, 210, 48 Stat. 904, 906, 908; secs. 1-4, 6, 68 Stat. 683, 
684; sec. 12, 78 Stat. 580, 84 Stat. 1480; sec. 308(a)(2), 90 Stat. 58 
(15 U.S.C. 77b(11), 77d(1), 77d(4), 77s(a); sec. 209, 59 Stat. 167; sec. 
3(b), 48 Stat. 75; sec. 308(a) (1), (2), (3), 90 Stat. 56, 57; secs. 2, 
18, 92 Stat. 275, 962; secs. 505, 622, 701, 94 Stat. 2291, 2292, 2294 
(15 U.S.C. 77c(b), 77d(1), 77s(a), 77s(c)); secs. 2(11), 4(1), 4(4), 
19(a), 48 Stat. 74, 77, 85; secs. 201, 203, 209, 210, 48 Stat. 904, 906, 
908; secs. 14, 5, 68 Stat. 683, 684; sec. 12, 78 Stat. 580 (15 U.S.C. 
77b(11), 77d(1), 77d(4), 77s(a)))

[37 FR 596, Jan. 14, 1972, as amended at 39 FR 6071, Feb. 19, 1974; 39 
FR 8914, Mar. 7, 1974; 43 FR 43711, Sept. 27, 1978; 43 FR 54230, Nov. 
21, 1978; 44 FR 15612, Mar. 14, 1979; 45 FR 12391, Feb. 28, 1980; 46 FR 
12197, Feb. 12, 1981; 47 FR 11261, Mar. 16, 1982; 53 FR 12921, Apr. 20, 
1988; 55 FR 17944, Apr. 30, 1990; 58 FR 67312, Dec. 21, 1993; 61 FR 
21359, May 9, 1996; 62 FR 9244, Feb. 28, 1997; 63 FR 9642, Feb. 25, 
1998; 64 FR 61400, Nov. 10, 1999]