Securities Exchange Commission in the United States

The Securities and Exchange Commission administers Federal securities laws 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 (SEC) 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 quasijudicial functions. Persons aggrieved
by its decisions in the exercise of those functions have a right of review by the
United States courts of appeals.

For a complete listing of SEC regional of?ces, including addresses, telephone
numbers, and key of?cials, visit www.sec.gov/contact/addresses.htm.

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 via mail to ?le 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.

Regulation of 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 de?ne what practices are considered fraudulent or deceptive and
to prescribe means to prevent those practices.

Regulation of 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 enjoin the 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 ?le court actions to enjoin acts and practices
of management of?cials involving breaches of ?duciary duty and personal
misconduct and to disqualify such of?cials from of?ce.

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 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.

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.

Enforcement Activities

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
are referred to the Attorney General for criminal prosecution of the offenders.

The Commission may assist in such prosecutions.

United States Securities Code and Regulations

The United States Securities Code and Regulations appear in Title 15 of the United States Code and Title 17 of the Code of Federal Regulations.