    [United States Government Manual]
    [June 01, 2000]
    [Pages 516-521]
    [From the U.S. Government Publishing Office, www.gpo.gov]

    SECURITIES AND EXCHANGE COMMISSION

    450 Fifth Street NW., Washington, DC 20549

    Phone, 202-942-4150. Internet, www.sec.gov.
    Chairman                                          Arthur Levitt
    Commissioners                                     Norman S. Johnson,
                                                              Isaac C. Hunt,
                                                              Jr., Paul R.
                                                              Carey, Laura
                                                              S. Unger
    Executive Director                                James M. McConnell
        Associate Executive Director, Office          Jayne L. Seidman
                of Administrative and
                Personnel Management
        Associate Executive Director, Office          Margaret J. Carpenter
                of the Comptroller
        Associate Executive Director, Office          Kenneth A. Fogash
                of Filings and Information
                Services
        Associate Executive Director, Office          Michael E. Bartell
                of Information Technology
    Chief of Staff                                    Jennifer Scardino
    Chief Accountant                                  Lynn E. Turner
    Chief Administrative Law Judge                    Brenda P. Murray
    Chief Economist                                   (vacancy)
    Director, Division of Corporation Finance         David B. H. Martin
    Director, Division of Enforcement                 Richard H. Walker
    Director, Division of Investment Management       Paul Roye
    Director, Division of Market Regulation           Annette L. Nazareth
    Director, Office of Compliance Inspections and    Lori A. Richards
          Examinations

    [[Page 517]]

    Director, Office of Equal Employment Opportunity  Deborah K. Balducchi
    Director, Office of International Affairs         Marisa Lago
    Director, Office of Investor Education and        Susan F. Wyderko
            Assistance
    Director, Office of Legislative Affairs           Tracey F. Aronson
    Director, Office of Municipal Securities          Paul S. Maco
    Director, Office of Public Affairs, Policy        Christopher Ullman
            Evaluation, and Research
    General Counsel                                   David Becker
    Inspector General                                 Walter Stachnik
    Secretary                                         Jonathan G. Katz

    [For the Securities and Exchange Commission statement of organization,
            see the Code of Federal Regulations, Title 17, Part 200]

    ------------------------------------------------------------------------

    The Securities and Exchange Commission administers Federal securities
    laws that seek to provide protection for investors; to ensure that
    securities markets are fair and honest; and, when necessary, to provide
    the means to enforce securities laws through sanctions.

    The Securities and Exchange Commission was created under authority of
    the Securities Exchange Act of 1934 (15 U.S.C. 78a-78jj) and was
    organized on July 2, 1934. The Commission serves as adviser to United
    States district courts in connection with reorganization proceedings for
    debtor corporations in which there is a substantial public interest. The
    Commission also has certain responsibilities under section 15 of the
    Bretton Woods Agreements Act of 1945 (22 U.S.C. 286k-1) and section
    851(e) of the Internal Revenue Code of 1954 (26 U.S.C. 851(e)).
        The Commission is vested with quasi-judicial functions. Persons
    aggrieved by its decisions in the exercise of those functions have a
    right of review by the United States courts of appeals.

    Activities

    Full and Fair Disclosure  The Securities Act of 1933 (15 U.S.C. 77a)
    requires issuers of securities and their controlling persons making
    public offerings of securities in interstate commerce or through the
    mails to file with the Commission registration statements containing
    financial and other pertinent data about the issuer and the securities
    being offered. There are limited exemptions, such as government
    securities, nonpublic offerings, and intrastate offerings, as well as
    certain offerings not exceeding $1.5 million. The effectiveness of a
    registration statement may be refused or suspended after a public
    hearing if the statement contains material misstatements or omissions,
    thus barring sale of the securities until it is appropriately amended.
    Regulationof Companies Controlling Utilities  TheCommission regulates
    the purchase and sale of securities and assets by companies in electric
    and gas utility holding company systems, their intrasystem transactions
    and service, and management arrangements. It limits holding companies to
    a single coordinated utility system and requires simplification of
    complex corporate and capital structures and elimination of unfair
    distribution of voting power among holders of system securities.
        The purchase and sale of utility properties and other assets may not
    be made in contravention of rules, regulations, or orders of the
    Commission regarding the consideration to be received, maintenance of
    competitive conditions, fees and commissions, accounts, disclosure of
    interest, and similar matters. In passing upon proposals for
    reorganization, merger, or consolidation, the Commission must be
    satisfied that the objectives of the act generally are complied with and
    that the terms of the proposal are fair and

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    T186873.060

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    equitable to all classes of securities holders affected.
    Regulationof Investment Advisers  Persons who, for compensation, engage
    in the business of advising others with respect to securities must
    register with the Commission. The Commission is authorized to define
    what practices are considered fraudulent or deceptive and to prescribe
    means to prevent those practices.
    Regulationof Mutual Funds and Other Investment Companies  The Commission
    registers investment companies and regulates their activities to protect
    investors. The regulation covers sales load, management contracts,
    composition of boards of directors, and capital structure. The
    Commission must also determine the fairness of various transactions of
    investment companies before these actually occur.
        The Commission may institute court action to enjointhe consummation
    of mergers and other plans of reorganization of investment companies if
    such plans are unfair to securities holders. It also may impose
    sanctions by administrative proceedings against investment company
    management for violations of the act and other Federal securities laws
    and file court actions to enjoin acts and practices of management
    officials involving breaches of fiduciary duty and personal misconduct
    and to disqualify such officials from office.
    Regulationof 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 self-regulatory 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.
    Rehabilitation of Failing Corporations  In cases of corporate
    reorganization proceedings administered in Federal courts, the
    Commission may participates as a statutory party. The principal
    functions of the Commission are to protect the interests of public
    investors involved in such cases through efforts to ensure their
    adequate representation, and to participate in legal and policy issues
    that are of concern to public investors generally.
    Representation of Debt Securities Holders  The Commission safeguards the
    interests of purchasers of publicly offered debt securities issued
    pursuant to trust indentures.
    EnforcementActivities  The Commission's enforcement activities are
    designed to secure compliance with the Federal securities laws
    administered by the Commission and the rules and regulations adopted
    thereunder. These activities include measures to:
        --compel compliance with the disclosure requirements of the
    registration and other provisions of the relevant acts;
        --prevent fraud and deception in the purchase and sale of
    securities;
        --obtain court orders enjoining acts and practices that operate as a
    fraud upon investors or otherwise violate the laws;
        --suspend or revoke the registrations of brokers, dealers,
    investment companies, and investment advisers who willfully engage in
    such acts and practices;
        --suspend or bar from association persons associated with brokers,
    dealers, investment companies, and investment advisers who have violated
    any

    [[Page 520]]

    provision of the Federal securities laws; and
        --prosecute persons who have engaged in fraudulent activities or
    other willful violations of those laws.
        In addition, attorneys, accountants, and other professionals who
    violate the securities laws face possible loss of their privilege to
    practice before the Commission.
        To this end, private investigations are conducted into complaints or
    other indications of securities violations. Evidence thus established of
    law violations is used in appropriate administrative proceedings to
    revoke registration or in actions instituted in Federal courts to
    restrain or enjoin such activities. Where the evidence tends to
    establish criminal fraud or other willful violation of the securities
    laws, the facts are referred to the Attorney General for criminal
    prosecution of the offenders. The Commission may assist in such
    prosecutions.

                              Regional/District Offices--Securities and Exchange Commission
                                    (R: Regional Director; D: District Administrator)
    ----------------------------------------------------------------------------------------------------------------
             Region/District                      Address                        Official                Telephone
    ----------------------------------------------------------------------------------------------------------------
    Northeast
      New York, NY..................  Suite 1300, 7 World Trade       Carmen J. Lawrence (R)            212-748-8000
                                       Ctr., 10048
      Boston, MA....................  Suite 600, 73 Tremont St.,      Juan Marcel Marcelino (D)         617-424-5900
                                       02108-3912
      Philadelphia, PA..............  Suite 1120 E., 601 Walnut St.,  Ronald C. Long (D)                215-597-3100
                                       19106-3322

    Southeast
      Miami, FL.....................  Suite 200, 1401 Brickell Ave.,  Randall J. Fons (R)               305-536-4700
                                       33131
      Atlanta, GA...................  Suite 1000, 3475 Lenox Rd.      Richard P. Wessel (D)             404-842-7600
                                       NE., 30326-1232

    Midwest
      Chicago, IL...................  Suite 1400, 500 W. Madison      Mary Keefe (R)                    312-353-7390
                                       St., 60661-2511

    Central
      Denver, CO....................  Suite 4800, 1801 California     Daniel F. Shea (R)                303-844-1000
                                       St., 80202-2648

      Fort Worth, TX................  Suite 1900, 801 Cherry St.,     Harold F. Degenhardt (D)          817-978-3821
                                       76102
      Salt Lake City, UT............  Suite 500, 50 S. Main St.,      Kenneth D. Israel, Jr. (D)        801-524-5796
                                       84144-0402

    Pacific
      Los Angeles, CA...............  Suite 1100, 5670 Wilshire       Valerie Carponi (R)               323-965-3998
                                       Blvd., 90036-3648
      San Francisco, CA.............  Suite 1100, 44 Montgomery St.,  Helane Morrison (D)               415-705-2500
                                       94104
    ----------------------------------------------------------------------------------------------------------------

    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.
    Contracts  Inquires regarding SEC procurement and contracting activities
    should be directed to the Office of Administrative and Personnel
    Management. Phone, 202-942-4990.
    Electronic Access  Information on the Commission is available through
    the Internet, at www.sec.gov.
    Employment  With the exception of the attorney category, positions are
    in the competitive civil service, which means applicants must apply for
    consideration for a particular vacancy and go through competitive
    selection procedures. 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, 202-942-4070. Fax, 703-256-2796 or 703-
    914-0556.
    Investor Assistance and Complaints  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. Consumer
    information line, 800-SEC-0330 (toll-free). Fax, 202-942-9634.

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    Complaints and inquiries may also directed to any regional or district
    office.
    Publications  Blank copies of SEC forms and other publications are
    available in the Publications Unit. Phone, 202-942-4040. Official
    Summary--A monthly summary of securities transactions and holdings of
    officers, directors, and principal stockholders ($47 per issue) is
    available through the Superintendent of Documents, Government Printing
    Office, Washington, DC 20402. Phone, 202-512-1800.
    Reading Rooms  The Commission maintains a public reference room (phone,
    202-942-8090) in Washington, DC, where registration statements and other
    public documents filed with the Commission are available for public
    inspection. Much of this information is also available at the Northeast
    and Midwest regional offices. Copies of public material may be purchased
    from the Commission's contract copying service at prescribed rates. The
    Commission also maintains a library (phone, 202-942-7090; fax, 202-942-
    9629) where additional information may be obtained.
    Small Business Activities  Information on securities 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
    20549-0711. Phone, 202-942-0020. Fax, 202-942-9654. Internet,
    www.sec.gov.

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