The Commission is adopting Rule 3a4-1 specifying a non--exclusive safe harbor under which persons associated with an issuer of securities who participate in sales of that issuer's securities will not be considered to be acting as "brokers" as that term is defined in the Securities Exchange Act of 1934.

The Commission is adopting Rule 3a4-1 specifying a non--exclusive safe harbor under which persons associated with an issuer of securities who participate in sales of that issuer's securities will not be considered to be acting as "brokers" as that term is defined in the Securities Exchange Act of 1934. Accordingly. these persons would not be required to register with the Commission pursuant to Section 15 of that Act. The Commission is adopting the Rule in order to provide guidance concerning the applicability of the broker-dealer registration requirement in situations where an issuer chooses to sell its securities through its associated persons.