August 2, 1995
TO: CLOSED-END FUND COMMITTEE No. 41-95
SEC RULES COMMITTEE No. 93-95
UNIT INVESTMENT TRUST COMMITTEE No. 62-95
RE: SEC PROPOSAL TO AMEND RULE 144 UNDER THE SECURITIES ACT OF
1933
______________________________________________________________________________
The Securities and Exchange Commission recently issued the attached proposal to
amend Rule 144 under the Securities Act of 1933, by shortening the holding periods for resales
of "restricted" securities (generally securities issued in private placements). As you may know,
Rule 144 imposes a holding period on restricted securities, by permitting resales of such
securities, in limited amounts, only after they have been held for two years. After three years,
any non-affiliate of the issuer may resell the securities without restriction. The Commission has
proposed to reduce the holding period for limited resales from two years to one year, and the
holding period for non-affiliate resales from three years to two years.
In its proposing release, the Commission also requests comment on whether the holding
periods should be tolled (or other changes to the rule adopted) if holders of restricted securities
shift the economic risk of the securities, such as through the use of derivatives. Finally, the
release clarifies the reporting requirements under Section 16 of the Securities Exchange Act of
1934 concerning securities transactions effected through equity swaps and similar strategies.
The comment period on the proposal expires on September 8, 1995. Please contact me
(at 202/326-5819) by Friday, August 18, 1995, if you have any comments on the proposal.
Thomas M. Selman
Associate Counsel
Attachment