Testimony

Testimony: Appropriations for Fiscal Year 1999

Before the Subcommittee on Commerce, Justice, State and Judiciary of the Senate Committee on Appropriations

     TESTIMONY OF

     ARTHUR LEVITT, CHAIRMAN
     U.S. SECURITIES AND EXCHANGE COMMISSION

     CONCERNING APPROPRIATIONS FOR FISCAL YEAR 1999

     BEFORE THE SUBCOMMITTEE ON
     COMMERCE, JUSTICE, STATE AND JUDICIARY
     OF THE SENATE COMMITTEE ON APPROPRIATIONS

     U.S. SENATE


     MARCH 19, 1998


     U.S. Securities and Exchange Commission
     450 Fifth Street, N.W.
     Washington, D.C.  20549

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                                     TESTIMONY OF
                               ARTHUR LEVITT, CHAIRMAN
                       U.S. SECURITIES AND EXCHANGE COMMISSION

                    CONCERNING APPROPRIATIONS FOR FISCAL YEAR 1999

                              BEFORE THE SUBCOMMITTEE ON
                        COMMERCE, JUSTICE, STATE AND JUDICIARY
                      OF THE SENATE COMMITTEE ON APPROPRIATIONS

                                    MARCH 19, 1998


          Chairman Gregg and Members of the Subcommittee:

          I appreciate this opportunity to testify in support of the Securities

     and Exchange Commission’s (SEC or Commission) fiscal 1999 budget.  During

     the past year, we have seen phenomenal growth in our markets.  The Dow

     reached an all-time high, more investors are investing in our markets than

     ever, and technological advances have made our markets more accessible to

     more people.

          In this time of record-breaking growth and technological innovation,

     we also see an increase in innovative schemes to defraud American

     investors.  The Commission has been creative and diligent in trying to

     protect investors and promote the integrity and efficiency of our markets.

     It is abundantly clear that if we are to keep pace with market changes, the

     Commission needs additional staff and funding.    

          Accordingly, the President’s appropriation request for the SEC

     includes $341.1 million and 2,827 staff years in fiscal 1999, an increase

     of $26.1 million and 30 staff years from the Commission’s fiscal 1998

     appropriation.  If approved, this will be the first increase in

     appropriated staffing and funding (except primarily for mandatory expenses)

     that the agency will have had since 1995.

                                   Role of the SEC


          The SEC performs an essential function:  overseeing one of the largest

     sectors of our national economy--the U.S. capital markets.  The trillions

     of dollars invested in our markets fuel the U.S. economy.  Since its

     creation in 1934, the Commission has been charged with protecting investors

     and maintaining fair and orderly markets.

          Since 1991, our markets have enjoyed the longest and most vigorous

     bull market in history.  Accordingly, to put the SEC’s requested

     appropriation in perspective, it has to be viewed against the backdrop of

     exponential growth and rapid changes in our markets.

                          Current Challenges Facing the SEC

          Extraordinary Market Growth.  Many Americans now invest their

     retirement savings in the securities markets, often through mutual funds.

     Americans now have an unprecedented stake in our markets.  Our children’s

     futures, our retirement money, and our future financial well-being are

     increasingly dependent on the success of our markets.  More than ever

     before, Americans are investing in America.  Consider the following

     statistics.

          *    As recently as 1980, only one in 17 households invested in mutual
               funds; today that number has risen to more than one in three.

          *    Assets in mutual funds have reached record levels of $4.5
               trillion--a figure that greatly surpasses the more than $2.7
               trillion Americans have on deposit at commercial banks--and
               continue to grow monthly.

          *    The number of first-time small investors participating in the
               U.S. securities markets continues to grow.

          *    A recent survey (conducted by a private concern) indicated that
               24% of those responding were very much dependent on the market
               for their retirement and 46% were somewhat dependent.

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          The U.S. markets are widely regarded as the deepest, most liquid, and

     fairest markets in the world.  We have seen tremendous expansion in our

     capital markets, and this exponential growth continues.

          *    Within the past two years, the Dow broke 6,000, then 7,000, and
               then 8,000.

          *    Within the past six months, the New York Stock Exchange and the
               Nasdaq Stock Market each have seen stock trading volume hit
               record highs.

          *    In 1997, total dollar volume traded on the exchanges and the
               Nasdaq Stock Market exceeded 1996 dollar volume by 41%.

          *    After three years of rapidly rising stock prices, American
               households have more of their assets invested in the stock market
               than at any time in history.

          *    In 1997, the number of investment company portfolios increased 8%
               from 24,265 in 1996 to 26,231.

          *    A record $1.44 trillion in securities were registered with the
               Commission during 1997, a 20% increase over the $1.2 trillion
               registered in 1996.

          *    Over $100 billion in securities was registered in 1997 by foreign
               companies, setting a record for foreign company offerings in a
               single year.

               Market participation is at an all-time high.  The influx of less

     sophisticated investors into our markets, however, has emboldened some to

     prey upon the unwary.  In addition, new securities products and new

     technology have created new opportunities for fraud and abuse.  

          Combatting Fraud.  Commission staff investigate and prosecute

     violations of the federal securities laws.  These violations include

     fraudulent offerings of securities, market manipulation, insider trading,

     and violative conduct by regulated entities.  The Commission has been

     vigilant in pursuing its law enforcement responsibilities, while trying to

     adapt its programs to changing market conditions.

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               Internet Fraud.  Much of the remarkable expansion and momentum of

     the markets is a reflection of the current, ongoing technological

     revolution.  The Internet now allows securities to be marketed directly to,

     and traded directly by, individuals around the world.  We have seen

     fraudulent offerings of securities, manipulations, and other violative

     action conducted over the Internet.

          These developments, in combination, present extraordinary challenges

     to the SEC’s law enforcement program.  The Commission has been active in

     addressing these challenges.

          *    The Commission stepped up its efforts to combat fraud committed
               over the Internet, forming a “cyberforce” to monitor Internet
               activity through surveillance.

          *    The Commission focused its efforts on investor education.  The
               Commission’s website provides information to investors about
               fraudulent schemes.

          *    The Commission is actively investigating fraud on the Internet
               and brought approximately 20 enforcement actions to curb the use
               of the Internet to perpetrate securities fraud.

               Microcap Fraud.  The market shows signs of an increase in abuses

     in the market for low-priced stocks or “microcap” stocks.  Microcap stocks

     are issued by companies with lower capitalizations and are usually quoted

     on the National Association of Securities Dealers Over-the-Counter Bulletin

     Board, the pink sheets operated by the National Quotation Bureau, and the

     Nasdaq SmallCap Market.  This part of the market provides legitimate

     opportunities for small and new businesses to raise capital, but also

     provides opportunity for criminals to prey on innocent investors.  Microcap

     fraud often is accomplished through the use of sales practices such as

     abusive high-pressure cold calling, unauthorized trading in a customer’s


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     account, and stock manipulation schemes that enable the manipulator to reap

     profits while investors suffer losses after the manipulation stops.   

          Addressing microcap stock fraud presents the difficult challenge of

     controlling the fraud without damaging the market for securities issued by

     legitimate small businesses.  The Commission has begun a far-reaching

     campaign against microcap fraud.  The Commission’s initiatives include

     examinations and inspections, investor education, enforcement, and

     regulatory oversight.
      
          *    Through Investor Alerts, the Commission’s website, and town
               meetings, the Commission educated investors about practical tips
               on how to spot securities fraud.

          *    Our examination staff intensified its examinations of broker-
               dealers and performed a “sweep” of brokers trading in microcap
               securities.

          *    We increased our coordination of enforcement efforts with
               criminal authorities, the states, and self-regulatory
               organizations.

          *    The Commission implemented a number of ten-day trading
               suspensions in stocks for which there was suspicious activity.

          *    The Commission recently proposed amendments to strengthen its
               disclosure and broker-dealer regulations to reduce opportunities
               for microcap fraud.

               Municipal Securities Markets.  The Commission continues to work

     to eliminate pay-to-play practices, improve transparency, and improve

     disclosures made to investors.  We brought a number of significant

     enforcement cases in the municipal securities area.  In 1997, we brought 14

     cases, as compared to 8 cases in 1996.

               Inspections and Examinations.  The Commission’s inspections and

     examinations provide compliance oversight of self-regulatory organizations,

     broker-dealers, transfer agents, and investment companies and advisers.  In

     recent years, a number of developments in the securities industry have

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     required significant staff attention and resources.  These include:

     development of highly sophisticated products, increasing dependence on

     complex technology, a dramatic increase in assets under management by

     investment advisers, and growing popularity of microcap securities.

     Despite the demands placed on its resources, the Commission has remained

     vigilant in overseeing regulated entities.  Recent initiatives include:  a

     heightened emphasis on coordinating examinations with other regulators;

     using sweep examinations to obtain a more systematic view of industry

     problems and practices; and developing risk-based examination techniques

     that allow the more effective use of resources.  Of course, our examination

     program continues to emphasize fundamental investor protection issues such

     as broker-dealer sales practices.

               International Agreements.  We now live in a global marketplace.

     The growing internationalization of the securities markets increasingly

     affects U.S. markets.  While this trend provides new opportunities for

     investment and capital formation, it also creates new challenges for

     securities regulators.  The Commission negotiates information-sharing

     agreements with foreign regulators to minimize the extent to which borders

     are used to escape detection and prosecution of fraudulent securities

     activities.  During the past year, the Commission entered into formal

     information sharing agreements with the Bank of England, with Germany’s

     securities regulator, and, just last week, with India’s securities

     regulator, among others.      Improving Disclosure and Educating Investors.

     The Commission recognizes that the increase in less sophisticated investors

     presents new challenges for the Commission in carrying out its

     responsibility to protect investors.  


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          The Commission has tried to develop programs to promote more informed

     investment decisions.  The Commission implemented a number of initiatives

     to improve disclosure and educate investors about investing and their

     investments.  For

     example, the SEC:

          *    began a series of national and community initiatives that will
               culminate at the end of this month in an unprecedented national
               public awareness campaign, “The Facts on Saving and Investing
               Campaign,” and will include a town meeting broadcast nationwide
               and to 21 countries participating in a hemispheric conference;

          *    held town meetings in local communities to educate investors
               about investing;

          *    required issuers to use plain English principles in drafting
               prospectuses and developed a plain English writing guide for
               issuers;

          *    adopted rules to improve the disclosure of information about
               mutual funds to investors, including rules to improve fund
               prospectuses and a rule permitting funds to use a summary
               “profile” document;

          *    issued staff guidance to the public and industry on disclosure
               obligations arising from year 2000 conversion;

          *    transmitted its billionth page of text and data on the SEC’s
               World Wide Web site, which now has an average of 3 million “hits”
               per week and downloads an average of approximately 35 million
               pages of financial information per week -- making it, we believe,
               consistently to be the most active federal website in operation;
               and

          *    created a Task Force on Investment Adviser Regulation to
               implement the National Securities Markets Improvement Act of 1996
               (NSMIA), to review and modernize Commission regulations, and to
               develop a means by which investors can easily obtain information
               about investment advisers.

          Promoting Fair and Successful Markets.  During the past year, we also

     have seen increasingly complex financial instruments in our markets that

     have presented new and demanding challenges to the SEC.  The SEC seeks to

     be flexible in adapting its regulations to encourage innovative products


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     and services, consistent with investor protection.  The Commission has

     undertaken several initiatives designed to promote improvements in market

     structures and operations and to encourage innovation in capital-raising

     activities.

          *    The Commission issued a concept release that reexamines the
               regulation of the U.S. securities markets in light of
               technological developments, particularly with respect to
               alternatives to traditional exchange trading and electronic links
               to foreign markets.

          *    The Commission implemented the new order handling rules to assure
               that markets are fair and open to investors and are based on
               competition.

          *    The Commission published for comment rules for a class of
               registered dealers active in OTC derivatives markets.  The
               proposal is designed to allow U.S. securities firms to establish
               dealer affiliates -- called OTC derivatives dealers -- that would
               be able to compete more effectively in global OTC derivatives
               markets by tailoring capital and other regulatory requirements
               for the OTC derivatives business.

          *    The Commission held a series of town meetings with small
               businesses to educate them on capital raising strategies.
      
               To date, we believe that the Commission has been successful in

     carrying out its mandate, and investor confidence in our markets is high.

     Investor confidence must remain high if our markets are to continue to

     grow.  Limited resources, however, may pose a threat to investor protection

     and market integrity.  In recent years, the Commission has targeted its

     existing resources carefully to maintain effective performance levels.  The

     Commission’s request for additional funds is necessary for it to continue

     to fulfill its mandate to protect investors and support its efforts to

     promote market integrity and fairness.

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                  Priorities and Allocation of Additional Resources

          The SEC currently carries out its broad mandate with 2,797 staff

     years.  The agency is able to accomplish its objectives by regulating, to a

     large extent, through a public-private partnership.  This system of shared

     regulation between the SEC, self-regulatory organizations, and the industry

     is markedly different from the approach taken by other federal regulators.

     It enables us to leverage our resources with the efforts of the private

     sector.  Even so, additional resources are urgently needed.

          Between 1980 and 1994, the number of SEC authorized positions

     increased 35%.  To put that in perspective, for the same period assets

     under management of investment companies and investment advisers increased

     964% and 2082%, respectively.

          However, since 1995, authorized positions have been flat.  We have

     been able to maintain a vigorous program at the SEC with flat staffing

     through fiscal restraint, conservative management, and the reallocation of

     existing resources.  Of course, the Commission is mindful of the need to be

     fiscally responsible.  However, if we fail to increase our staffing levels

     to keep pace with market expansion, we may risk failing to fulfill our

     mandated responsibilities.  Expanding our human resources will allow us to

     further existing priorities and pursue new initiatives.

     Law Enforcement

          Combatting Fraud.  As discussed above, changing markets present new

     challenges for the Commission.  The recent resurgence of microcap fraud and

     the use of the Internet to accomplish securities fraud are but two examples

     of the challenges.  Thus, the Commission intends to allocate 15 additional

     staff years for the Prevention and Suppression of Fraud program.  Staff in


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     the program will monitor potential fraudulent securities activity on the

     Internet and other on-line information services and will respond to

     continued growth and change in electronic forms of communication.

          While existing resources were devoted in 1998 to combatting microcap

     fraud, with the new staff, the SEC will be better able to coordinate its

     nationwide effort to address microcap issues, including:  intervening in

     microcap frauds at the earliest point possible to minimize investor harm;

     enhancing surveillance; and coordinating with other federal, state, and

     industry regulators.

          Inspections and Examinations.  Although Commission staffing levels

     have remained constant since 1995, we reallocated resources to enhance

     inspection and examination activities.  As a result of those additional

     examiners and new legislation that divided the regulatory responsibility

     over investment advisers between the Commission and the states, the SEC

     expects to meet its inspection goals in 1999.  These goals include

     inspecting each of the large investment advisers qualified for federal

     registration and investment company complex at least once every five years.

     In addition, throughout the inspection program, the staff will continue

     development of risk-based examination techniques and maximize opportunities

     to coordinate with other regulators.

          While no additional inspection staff is being requested for 1999,

     additional funding is being requested to initiate a multi-year effort to

     develop and implement important new automated tools, including applications

     to track and monitor the examinations of self-regulatory organizations,

     broker-dealers, and investment companies and advisers, and applications to

     target examinations for broker-dealers and investment advisers.


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     Disclosure and Promoting Honest and Efficient Markets

          The review of financial statements and registrations filed with the

     SEC is a fundamental element of the Commission’s full disclosure program,

     which is designed to provide investors with material information, foster

     investor confidence, and facilitate capital formation.  Our goal is to

     encourage and enhance compliance with federal securities disclosure and

     accounting requirements.

          We intend to allocate six additional staff years to corporate

     disclosure review.  These additional staff members will enable the agency

     to increase review of issuer reports 7% from 1998 levels.  This review will

     focus particular attention on compliance with plain English requirements

     and will monitor how companies are addressing the consequences of year 2000

     conversion.  The review levels achieved with the additional staff will help

     provide investors with access to important information on emerging and

     novel issues and provide deterrents to fraud in public securities

     transactions.  Simplification of disclosure initiatives, including projects

     designed to assist small businesses, also will remain a priority for 1999.

          With respect to accounting policy, as more foreign registrants access

     U.S. markets, two additional staff years are needed to keep pace with major

     developments in international accounting and auditing.  The International

     Accounting Standards Committee is working to complete a comprehensive core

     set of international accounting standards.  After this is completed, the

     staff will assess the standards and make a recommendation to the Commission

     regarding the acceptability of those standards for use by foreign

     registrants in cross-border offerings and listings.


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          Additionally, eight additional staff years are requested in 1999 for

     the Supervision and Regulation of Securities Markets program to continue

     the re-evaluation of our approach to regulating markets, particularly the

     oversight of alternative trading systems, registered exchanges, and foreign

     market activities in the United States.

     Investment Company Disclosure

          Eight additional staff years are requested for investment company

     disclosure activity.  The Commission recently adopted sweeping reforms to

     investment company prospectus disclosure requirements.  In 1999, the staff

     will work with mutual funds as they revise their prospectus disclosures to

     comply with the new form requirements; review the new “profiles” filed by

     mutual funds; and monitor compliance with the new rules, increasing the

     number of investment company filings reviewed by the staff.  The review

     process enhances investor protection by seeking to ensure that an entity’s

     policies, procedures, and risks are disclosed fully and fairly and that

     proposed activities are consistent with the new rules.

          The staff will continue to respond to the rapid changes in the

     investment management industry, addressing issues such as investment

     company advertising rules, periodic reporting requirements, financial

     statements, and the electronic delivery of information to investors.

     Improved Technology

          The fast pace of technology and the pressure to deliver quickly

     computer products and services has resulted in an increased reliance on

     contractors with technical expertise.  Outsourcing allows the Commission to

     leverage private sector expertise and shift the technology staff’s focus

     from day-to-day operations to contract and project management and oversight


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     and strategic planning.  In 1997, the Commission hired an outside

     consultant to study how the operational efficiency of our information

     technology services could be improved.  The study recommended the use of

     contractors for operations, maintenance, and application development.

          The shift in focus of the information technology staff from operations

     to strategic planning will result in a decrease of 15 staff years and also

     in the need for different skill sets with an emphasis on project

     management, contract administration, technology engineering, customer

     service, and network security skills.

          Additional funding ($5.7 million) also is requested to support the

     SEC’s automation efforts to improve efficiency and productivity through the

     use of automated PC-based computer applications.  The funding will enable

     the SEC to:  complete the necessary conversion and testing for year 2000;

     initiate the multi-year effort to develop and implement important new tools

     for the inspections and examinations activity; establish an infrastructure

     replacement program; improve data delivery to the regions; further enhance

     document and correspondence management systems; develop software to access

     on-line trading information; implement user-friendly text search tools; and

     improve imaging, storage, and retrieval capabilities.  Additionally, the

     staff will continue to work with various industry components to address

     year 2000 conversion and testing.

          We appreciate the work and support of your staff on the reprogramming

     of funds for the modernization of EDGAR--the SEC’s Electronic Data

     Gathering, Analysis, and Retrieval system.  While EDGAR is one of the

     government’s most successful large information system initiatives, the

     dramatic changes in technology over the past few years necessitate its


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     modernization.  This modernization, to be done over a three-year period,

     will greatly benefit issuers, investors, SEC staff, and other data users.

     Economic Analysis

          Three additional staff years are requested to provide conceptual and

     quantitative economic analysis focusing on issues such as investor

     protection, trading practices, market structure, and costs and benefits of

     rule changes.


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     Administrative Law Judges

          Three additional staff years are requested to enable the

     administrative law judges to file initial decisions within ten months of

     issuance of the order for proceedings, as stipulated in the SEC’s

     “Guidelines for the Timely Completion of Proceedings.”  As a result, the

     number of proceedings pending disposition will start to decrease rather

     than continue on an upward trend.  

                      Additional Funding for Retention of Staff

          Our ability to retain our existing staff members is critically

     important to our ability to get our job done.  In fiscal 1997, turnover at

     the SEC increased dramatically, especially in our three major program

     occupations (attorneys, accountants, and securities compliance examiners).

     For example, the SEC’s overall turnover rate in fiscal 1997 was 11.9%

     compared to 9.5% in fiscal 1996.  The 1997 turnover rate for attorneys was

     16% compared to 11.3% in 1996.  The 1997 turnover rate for accountants the

     rate was 12.1% compared to 9%, and for examiners the rate was 10.8%

     compared to 10.3%.  By comparison, government-wide white collar turnover

     has been in the range of 7-8% a year for the last couple of fiscal years.

          The SEC’s ability to retain experienced professional staff is critical

     to our ability to respond quickly to changing market events and enforcement

     activities.  The securities industry is constantly seeking to hire lawyers,

     accountants, and securities compliance examiners with highly-valued SEC

     experience.  Market growth will continue to increase demand for our

     seasoned securities professionals.  

          To combat this growing high attrition rate, we have requested $7

     million for retention allowances.  This retention initiative will utilize


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     more fully the existing authorities available to federal agencies by

     expanding the use of retention allowances to retain, for one or more

     additional years, critically needed employees who might otherwise leave the

     Commission for higher-paying private sector jobs.  While realizing that the

     agency cannot compete directly with private sector salary rates, we

     anticipate that this initiative will extend the tenure of key professional

     employees.  The Office of Personnel Management and the Office of Management

     and Budget have reviewed the proposal and support the strategy as a

     reasonable way to use limited payroll dollars efficiently in order to try

     to retain key employees.

                                  Funding Structure

          The President has proposed in his 1999 budget total funding for the

     SEC of $341.1 million, using several funding sources:  $118.1 million in

     new budget authority, $205 million in current year offsetting collections,

     and $18 million in carryover from 1998 fees.  The funding mix reflects the

     Administration’s government-wide fee initiative that would, among other

     things, discontinue the practice of providing agencies whose budgets are

     primarily financed by fees with an upfront guarantee of budget authority

     which is later reduced as actual collections are received.

          The $84.6 million increase in budget authority over 1998 would permit

     us to carry into fiscal 2000 fees that are collected late in 1999, allowing

     the SEC to be funded almost exclusively from fees.  The proposed budget is

     consistent with the declining fee rates established in NSMIA.  However,

     this approach continues the SEC’s reliance on a combination of excess fee

     collections from prior years and new collections, thereby postponing the

     shift to a full appropriation.


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                                      Conclusion

          The Commission plays a vital role in protecting U.S. securities

     markets from fraud, manipulation, and other practices that continually

     threaten to undermine the integrity of our markets.  In presenting today’s

     budget request, the Commission has been mindful that government resources

     are limited.  The Commission has requested a modest increase of staffing

     and retention authority that will enable us to continue targeting areas of

     market growth where our money can have the greatest impact.  It also

     reflects the market realities -- the loss of trained staff.  Finally, our

     request recognizes that important work lies ahead of us.  Among the

     challenges we will face over the coming year are:

          *    issues posed by the increasing number of small investors who
               invest their retirement savings in mutual funds through
               retirement plans;

          *    aggressively combatting fraud and maintaining public confidence
               in the markets; and

          *    maintaining vigilant oversight of markets as those markets grow
               increasingly complex and volatile.

          As the year 2000 approaches, the U.S. must be ready to meet the

     challenges presented by a changing marketplace in order to maintain the

     leadership of its markets.  To take on new challenges, to continue the

     Commission’s excellent record of effective investor protection, law

     enforcement, and market oversight, and to continue to fulfill its mission

     of protecting the millions of U.S. investors who have invested nearly $13

     trillion in the U.S. securities markets, the Commission needs the increased

     resources requested today.


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          The Commission looks forward to working with the Subcommittee in its

     continuing efforts to ensure the effectiveness of the SEC and the viability

     of our markets.


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Last Reviewed or Updated: March 19, 1998