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themselves to the risk of fine or imprisonment or both. Similarly, persons connected with the public offering may be liable for damages to purchasers of the securities if the disclosures in the registration statement and prospectus are materially defective. Also, the above act contains antifraud provisions that apply generally to the sale of securities, whether or not registered (15 U.S.C. 77a et seq.). Regulation of Securities Markets The Securities Exchange Act of 1934 assigns to the Commission broad regulatory responsibilities over the securities markets, the self-regulatory organizations within the securities industry, and persons conducting a business in securities. Persons who execute transactions in securities generally are required to register with the Commission as broker-dealers. Securities exchanges and certain clearing agencies are required to register with the Commission, and associations of brokers or dealers are permitted to register with the Commission. The act also provides for the establishment of the Municipal Securities Rulemaking Board to formulate rules for the municipal securities industry.

The Commission oversees the selfregulatory activities of the national securities exchanges and associations, registered clearing agencies, and the Municipal Securities Rulemaking Board. In addition, the Commission regulates industry professionals, such as securities brokers and dealers, certain municipal securities professionals, government securities brokers and dealers, and transfer agents.

The act authorizes national securities exchanges, national securities associations, clearing agencies, and the Municipal Securities Rulemaking Board to adopt rules that are designed, among other things, to promote just and equitable principles of trade and to protect investors. The Commission is required to approve or disapprove most proposed rules of these self-regulatory organizations and has the power to abrogate or amend existing rules of the national securities exchanges, national

securities associations, and the Municipal Securities Rulemaking Board.

In addition, the Commission has broad rulemaking authority over the activities of brokers, dealers, municipal securities dealers, securities information processors, and transfer agents. The Commission may regulate such securities trading practices as short sales and stabilizing transactions. It may regulate the trading of options on national securities exchanges and the activities of members of exchanges who trade on the trading floors. The Commission may adopt rules governing broker-dealer sales practices in dealing with investors. The Commission also is authorized to adopt rules concerning the financial responsibility of brokers and dealers and reports made by them.

The act also requires the filing of registration statements and annual and other reports with national securities exchanges and the Commission by companies whose securities are listed upon the exchanges, and by companies that have assets of $5 million or more and 500 or more shareholders of record. In addition, companies that distributed securities pursuant to a registration statement declared effective by the Commission under the Securities Act of 1933 must also file annual and other reports with the Commission. Such applications and reports must contain financial and other data prescribed by the Commission as necessary or appropriate for the protection of investors and to ensure fair dealing. In addition, the solicitation of proxies, authorizations, or consents from holders of such registered securities must be made in accordance with rules and regulations prescribed by the Commission. These rules provide for disclosures to securities holders of information relevant to the subject matter of the solicitation.

Disclosure of the holdings and transactions by officers, directors, and large (10-percent) holders of equity securities of companies also is required, and any and all persons who acquire more than 5 percent of certain equity securities are required to file detailed information with the Commission and

any exchange upon which such

arrangements. It limits holding securities may be traded. Moreover, any companies to a single coordinated utility person making a tender offer for certain

system and requires simplification of classes of equity securities is required to complex corporate and capital structures file reports with the Commission if, as a and elimination of unfair distribution of result of the tender offer, such person voting power among holders of system would own more than 5 percent of the securities. outstanding shares of the particular class The issuance and sale of securities by of equity security involved. The

holding companies and their Commission also is authorized to

subsidiaries, unless exempt (subject to promulgate rules governing the

conditions and terms that the repurchase by a corporate issuer of its Commission is empowered to impose) as own securities.

an issue expressly authorized by the Regulation of Mutual Funds and Other State commission in the State in which Investment Companies The Investment the issuer is incorporated, must be found Company Act of 1940 (15 U.S.C. 80a- by the Commission to meet certain 1-800-64) requires investment

statutory standards. companies to register with the

The purchase and sale of utility Commission and regulates their activities properties and other assets may not be to protect investors. The regulation made in contravention of rules, covers sales load, management

regulations, or orders of the Commission contracts, composition of boards of regarding the consideration to be directors, and capital structure.

received, maintenance of competitive The act prohibits investment

conditions, fees and commissions, companies from engaging in various accounts, disclosure of interest, and transactions, including transactions with similar matters. In passing upon affiliated persons, unless the Commission proposals for reorganization, merger, or first determines that such transactions are consolidation, the Commission must be fair. In addition, the act provides a

satisfied that the objectives of the act somewhat parallel but less stringent generally are complied with and that the regulation of business development terms of the proposal are fair and companies.

equitable to all classes of securities Under the act, the Commission may

holders affected. institute court action to enjoin the Regulation of Investment Advisers The consummation of mergers and other Investment Advisers Act of 1940 (15 plans of reorganization of investment U.S.C. 80b-1-806–21) provides that companies if such plans are unfair to persons who, for compensation, engage securities holders. It also may impose in the business of advising others with sanctions by administrative proceedings respect to securities must register with against investment company

the Commission. The act prohibits management for violations of the act and certain fee arrangements, makes other Federal securities laws and file fraudulent or deceptive practices on the court actions to enjoin acts and practices part of investment advisers unlawful, and of management officials involving requires, among other things, disclosure breaches of fiduciary duty and personal of any adverse personal interests the misconduct and to disqualify such advisers may have in transactions that officials from office.

they effect for clients. The act authorizes Regulation of Companies Controlling the Commission, by rule, to define Utilities The Public Utility Holding fraudulent and deceptive practices and Company Act of 1935 (15 U.S.C. 79a- prescribe means to prevent those 792-6) provides for regulation by the practices. Commission of the purchase and sale of Rehabilitation of Failing Corporations securities and assets by companies in Chapter 11, section 1109(a), of the electric and gas utility holding company Bankruptcy Code (11 U.S.C. 1109) systems, their intrasystem transactions provides for Commission participation as and service, and management

a statutory party in corporate

reorganization proceedings administered -obtain court orders enjoining acts in Federal courts. The principal functions and practices that operate as a fraud of the Commission are to protect the upon investors or otherwise violate the interests of public investors involved in

laws; such cases through efforts to ensure their -suspend or revoke the registrations adequate representation, and to

of brokers, dealers, investment participate in legal and policy issues that companies, and investment advisers who are of concern to public investors willfully engage in such acts and generally.

practices; Representation of Debt Securities

-suspend or bar from association Holders The interests of purchasers of persons associated with brokers, dealers, publicly offered debt securities issued investment companies, and investment pursuant to trust indentures are

advisers who have violated any safeguarded under the provisions of the provision of the Federal securities laws; Trust Indenture Act of 1939 (15 U.S.C. and 77aaa-77bbbb). This act, among other -prosecute persons who have things, requires the exclusion from such engaged in fraudulent activities or other indentures of certain types of

willful violations of those laws. exculpatory clauses and the inclusion of In addition, attorneys, accountants, certain protective provisions. The

and other professionals who violate the independence of the indenture trustee, securities laws face possible loss of their who is a representative of the debt privilege to practice before the holder, is assured by proscribing certain Commission. relationships that might conflict with the To this end, private investigations are proper exercise of his duties.

conducted into complaints or other Enforcement Activities The

indications of securities violations. Commission's enforcement activities are Evidence thus established of law designed to secure compliance with the violations is used in appropriate Federal securities laws administered by administrative proceedings to revoke the Commission and the rules and

registration or in actions instituted in regulations adopted thereunder. These Federal courts to restrain or enjoin such activities include measures to:

activities. Where the evidence tends to -compel obedience to the disclosure

establish criminal fraud or other willful requirements of the registration and

violation of the securities laws, the facts other provisions of the acts;

are referred to the Attorney General for

criminal prosecution of the offenders. -prevent fraud and deception in the The Commission may assist in such purchase and sale of securities;

Regional/District Offices Securities and Exchange Commission

(R: Regional Director; D: District Administrator)







New York, NY
Boston, MA
Philadelphia, PA

Suite 1300, 7 World Trade Ctr., 10048 Carmen J. Lawrence (R)
Suite 600, 73 Tremont St., 02108-3912 Juan Marcel Marcelino (D)
Suite 1005 E., Curtis Ctr., 601 Walnut Donald M. Hoerl (D)

St., 19106-3322

202-7488000 617-424 6900 215-597-3100



Miami, FL
Atlanta, GA

Suite 200, 1401 Brickell Ave., 33131 Charles V. Senatore (R)
Suite 1000, 3475 Lenox Ad. NE., 30326, Richard P. Wessel (D)


305-536-4700 404-842-7600


Chicago, IL


Suite 1400, 500 W. Madison St., 60661- Mary Keele (R)



Denver, CO

Suite 4800, 1801 California St., 80202- Daniel F. Shea (R)



Regional/District Offices Securities and Exchange Commission Continued

(R: Regional Director; D: District Administrator)

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Sources of Information Inquiries regarding the following matters should be directed to the appropriate office, Securities and Exchange Commission, 450 Fifth Street NW., Washington, DC 20549. Consumer Activities Publications detailing the Commission's activities, which include material of assistance to the potential investor, are available from the Publications Unit. In addition, the Office of Investor Education and Assistance answers questions from investors, assists investors with specific problems regarding their relations with broker-dealers and companies, and advises the Commission and other offices and divisions regarding problems frequently encountered by investors and possible regulatory solutions to such problems. Phone, 202-942-7040. Tollfree consumer information line, 1-800SEC-0330. Fax, 202-942-9634. Contracts Contact the Office of Administrative and Personnel Management. Phone, 202-942-4000. Employment with the exception of the attorney category, positions are in the competitive civil service and are filled generally by selection from lists of eligibles established as a result of appropriate civil service examinations. The Commission operates a college and law school recruitment program, including on-campus visitations for interview purposes. Inquiries should be

directed to the Office of Administrative and Personnel Management. Phone, 202-942-4000. Fax, 202-942-9630. Investor Information and Protection Complaints and inquiries may be directed to headquarters or to any regional or district office. Registration statements and other public documents filed with the Commission are available for public inspection in the public reference room at the home office. Much of the information also is available at the Northeast and Midwest regional offices. Copies of the public material may be purchased from the Commission's contract copying service at prescribed rates. Publications Official Summary-A monthly summary of securities transactions and holding of officers, directors, and principal stockholders ($26 per issue) is available through the Superintendent of Documents, Government Printing Office, Washington, DC 20402. Phone, 202512-1800. Reading Rooms The Commission maintains a public reference room and also a library (phone, 202-942–7090; fax, 202-942-9629), where additional information may be obtained. Small Business Activities Information on security laws that pertain to small businesses in relation to securities offerings may be obtained from the Commission. Phone, 202-942–2950.

For further information, contact the Office of Public Affairs, Securities and Exchange Commission, 450 Fifth Street NW., Washington, DC 20549. Phone, 202-942-0020. Fax, 202-942-9654.

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