Rule 142

Definition of "Participates" and "Participation," as Used in
Section 2(a)(11), in Relation to Certain Transactions

a. The terms participates and participation in section 2(a)(11) shall not include the interest of a person

1. who is not in privity of contract with the issuer nor directly or indirectly controlling, controlled by, or under common control with, the issuer, and

2. who has no association with any principal underwriter of the securities being distributed, and

3. whose function in the distribution is confined to an undertaking to purchase all or some specified proportion of the securities remaining unsold after the lapse of some specified period of time, and

4. who purchases such securities for investment and not with a view to distribution.

b. As used in this section:

1. The term issuer shall have the meaning defined in section 2(a)(4) and in the last sentence of section 2(a)(11).

2. The term association shall include a relationship between two persons under which one:

i. Is directly or indirectly controlling, controlled by, or under common control with, the other, or

ii. Has, in common with the other, one or more partners, officers, directors, trustees, branch managers, or other persons occupying a similar status or performing similar functions, or

iii. Has a participation, direct or indirect, in the profits of the other, or has a financial stake, by debtor-creditor relationship, stock ownership, contract or otherwise, in the income or business of the other.

3. The term principal underwriter shall have the meaning defined in Rule 405.