[United States Government Manual]
[June 15, 2003]
[Pages 507-512]
[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                                          William H. Donaldson
Commissioners                                     Paul Atkins, Roel 
                                                          Campos, 
                                                          Cynthia 
                                                          Glassman, 
                                                          Harvey 
                                                          Goldschmid
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 Financial Management
    Associate Executive Director, Office          Kenneth A. Fogash
            of Filings and Information 
            Services
    Associate Executive Director, Office          Kenneth A. Fogash, 
            of Information Technology                     Acting
Chief of Staff                                    (vacancy)
Chief Accountant                                  Jackson H. Day, Acting
Chief Administrative Law Judge                    Brenda P. Murray
Chief Economist                                   Lawrence E. Harris
Director, Division of Corporation Finance         Alan L. Beller
Director, Division of Enforcement                 Stephen M. Cutler
Director, Division of Investment Management       Paul F. Roye
Director, Division of Market Regulation           Annette L. Nazareth
Director, Office of Communications                Brian Gross
Director, Office of Compliance Inspections and    Lori A. Richards
        Examinations
Director, Office of Equal Employment Opportunity  Deborah K. Balducchi
Director, Office of International Affairs         Ethiopis Tafara, 
                                                          Acting
Director, Office of Investor Education and        Susan Wyderko
        Assistance
Director, Office of Legislative Affairs           Jane Cobb
Director, Office of Public Affairs                Christi Harlan
General Counsel                                   Giovanni P. Prezioso

[[Page 508]]

Inspector General                                 Walter J. Stachnik
Secretary                                         Jonathan G. Katz

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

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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 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

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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 participate 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 do the following:
    --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 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

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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..................  The Woolworth Bldg., 233        Wayne M. Carlin (R)               646-428-1500
                                   Broadway, 10279
  Boston, MA....................  Suite 600, 73 Tremont St.,      Juan Marcel Marcelino (D)         617-424-5900
                                   02108-3912
  Philadelphia, PA..............  Suite 1120 E., 601 Walnut St.,  Arthur S. Gabinet (D)             215-597-3100
                                   19106-3322
 
Southeast
  Miami, FL.....................  Suite 1800, 801 Brickell Ave.,  David P. Nelson (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 900, 175 W. Jackson       Mary Keefe (R)                    312-353-7390
                                   Blvd., 60604
 
Central
  Denver, CO....................  Suite 4800, 1801 California     Randall J. Fons (R)               303-844-1000
                                   St., 80202-2648
 
  Fort Worth, TX................  Burnett Plaza, Suite 1900, 801  Harold F. Degenhardt (D)          817-978-3821
                                   Cherry St. Unit 18, 76102-
                                   6882
  Salt Lake City, UT............  Suite 500, 50 S. Main St.,      Kenneth D. Israel, Jr. (D)        801-524-5796
                                   84144-0402
 
Pacific
  Los Angeles, CA...............  11th Fl., 5670 Wilshire Blvd.,  Randall R. Lee (R)                323-965-3998
                                   90036-3648
  San Francisco, CA.............  Suite 1100, 44 Montgomery St.,  Helane Morrison (D)               415-705-2500
                                   94104
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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.
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. 
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.
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. 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.

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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 
20549-0211. Phone, 202-942-0020. Fax, 202-942-9654. Internet, 
www.sec.gov.

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