ORDER EXEMPTING SECURITIES APPROVED FOR MARGIN BY THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

WHEREAS the Commissioner of Banking (the "Commissioner") is charged with the administration of Chapter 672a of the Connecticut General Statutes, the Connecticut Uniform Securities Act (the "Act"), as amended by P.A. 97-220 (effective July 1, 1997), and Sections 36b-31-2 et seq. of the Regulations of Connecticut State Agencies promulgated under the Act;

WHEREAS Section 36b-16 of the Act provides that: "No person shall offer or sell any security in this state unless (1) it is registered under ... [the Act], (2) the security or transaction is exempted under section 36b-21, or (3) the security is a covered security provided such person complies with any applicable requirements in subsections (c), (d) and (e) of section 36b-21;

WHEREAS Section 36b-3(7) ascribes to the term "covered security" the meaning given to that term in section 18(b) of the Securities Act of 1933;

WHEREAS Section 18(b)(1) of the Securities Act of 1933, as amended by the National Securities Markets Improvement Act of 1996 ("NSMIA"), designates as a covered security any security listed or authorized for listing on the New York Stock Exchange or the American Stock Exchange or listed on the National Market System of the NASDAQ Stock Market;

WHEREAS in enacting P.A. 97-220 to render the Act in conformity with NSMIA, the Connecticut legislature amended the exemption from securities registration in Section 36b-21(a)(8) of the Act by deleting, inter alia, references to securities appearing on the list of over-the-counter securities approved for margin by the Board of Governors of the Federal Reserve System;

WHEREAS the Commissioner acknowledges that certain marginable securities, including domestic and foreign securities (hereinafter, "Marginable Securities"), which prior to enactment of P.A. 97-220 were exempt from registration under Section 36b-21(a)(8) of the Act, might not qualify as "covered securities" and therefore would require registration under Section 36b-16 of the Act;

WHEREAS Section 36b-21(a)(21) of the Act exempts from registration "any other security that the commissioner may exempt, conditionally or unconditionally, on a finding that registration is not necessary or appropriate in the public interest or for the protection of investors";

NOW THEREFORE, THE COMMISSIONER ORDERS AS FOLLOWS: