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ATTACHMENT A



NEW DRAFT COMPARED TO EARLIER DRAFTS





ARTICLE 1: DEFINITIONS



SECTION 101 SHORT TITLE



SECTION 102 DEFINITIONS



(1) Administrator



(2) Agent TENTATIVE APPROVAL



(3) Broker-Dealer TENTATIVE APPROVAL



(4) Depository Institution



(5) Federal Covered Investment Adviser TENTATIVE APPROVAL



(6) Federal Covered Security TENTATIVE APPROVAL



(7) Filing REVISED



(8) Fraud TENTATIVE APPROVAL



(9) Guaranteed TENTATIVE APPROVAL



(10) Institutional Investor TENTATIVE APPROVAL, OTHER THAN §101(j)(xii)



(11) Insurance Company TENTATIVE APPROVAL



(12) Insured TENTATIVE APPROVAL

(13) International Bank



(14) Investment Adviser REVISED



(15) Investment Adviser Representative REVISED



(16) Issuer §§101(p)(1), (3) TENTATIVE APPROVAL





(17) Nonissuer Transaction or Nonissuer Distribution TENTATIVE APPROVAL



(18) Person TENTATIVE APPROVAL



(19) Place of Business NEW



(20) Predecessor Act NEW



(21) Principal Place of Business NEW



(22) Price Amendment TENTATIVE APPROVAL



(23) Record NEW



(24) Sale



(25) Securities Act of 1933, etc.



(26) Securities and Exchange Commission NEW



(27) Security TENTATIVE APPROVAL



(28) Self-Regulatory Organization



(29) State TENTATIVE APPROVAL



(30) Underwriter TENTATIVE APPROVAL



ARTICLE 2: EXEMPTIONS



SECTION 201 EXEMPT SECURITIES



(1) United States Governments and Municipals TENTATIVE APPROVAL



(2) Foreign Governments TENTATIVE APPROVAL



(3) Depository Institutions and International Banks



(4) Insurance Companies TENTATIVE APPROVAL



(5) Public Utilities REVISED



(6) Certain Options and Rights TENTATIVE APPROVAL



(7) Nonprofit Organizations REVISED



(8) Cooperatives TENTATIVE APPROVAL



(9) Employee Benefit Plans TENTATIVE APPROVAL



(10) Equipment Trust Certificates REVISED



SECTION 202 EXEMPT TRANSACTIONS



(1) Isolated Nonissuer Transactions TENTATIVE APPROVAL



(2) Specified Nonissuer Transactions TENTATIVE APPROVAL; BUT NOTE NEW QUERY



(3) Foreign Nonissuer Transactions TENTATIVE APPROVAL



(4) Nonissuer Transactions in Securities Subject to REVISED

Securities Exchange Act Reporting

(5) Nonissuer Transactions in Specified Securities with TENTATIVE APPROVAL

Fixed Maturity, Interest or Dividend

(6) Unsolicited Brokerage Transactions TENTATIVE APPROVAL

(7) Pledges TENTATIVE APPROVAL

(8) Underwriter Transactions TENTATIVE APPROVAL

(9) Unit Secured Transactions TENTATIVE APPROVAL

(10) Bankruptcy, Guardian, or Conservator Transactions TENTATIVE APPROVAL

(11) Institutional Investors REVISED

(12) Limited Offering Transactions REVISED

(13) Transactions with Existing Security Holders TENTATIVE APPROVAL

(14) Offerings When Registered under this [Act] and the TENTATIVE APPROVAL

Securities Act of 1933

(15) Offerings When Registered under this [Act] and

Exempt from the Securities Act of 1933



(16) Control Transactions TENTATIVE APPROVAL



SECTION 203 ADDITIONAL EXEMPTIONS AND TENTATIVE APPROVAL

WAIVERS



SECTION 204 DENIAL, CONDITION, LIMITATION, TENTATIVE APPROVAL

OR REVOCATION OF EXEMPTIONS (BUT REVIEW LAST TWO SENTENCES AFTER CONSIDERATION OF §603)



ARTICLE 3: REGISTRATION OF SECURITIES

AND NOTICE FILINGS OF FEDERAL COVERED SECURITIES



SECTION 301 SECURITIES REGISTRATION TENTATIVE APPROVAL

REQUIREMENT



SECTION 302 NOTICE FILINGS AND FEES §§302(a), (c), (d)

APPLICABLE TO FEDERAL COVERED SECURITIES TENTATIVE APPROVAL



SECTION 303 SECURITIES REGISTRATION BY TENTATIVE APPROVAL

COORDINATION



SECTION 304 SECURITIES REGISTRATION BY §§304(a), (c)-(e)

QUALIFICATION TENTATIVE APPROVAL



SECTION 305 GENERAL SECURITIES §§305(a)-(f), (h)-(k)

REGISTRATION TENTATIVE APPROVAL



SECTION 306 DENIAL, SUSPENSION, AND §§306(a)(1)-(6), (b), (e)

REVOCATION OF SECURITIES REGISTRATION TENTATIVE APPROVAL



ARTICLE 4: BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, FEDERAL COVERED INVESTMENT ADVISERS, AND INVESTMENT ADVISER REPRESENTATIVES OF FEDERAL COVERED INVESTMENT ADVISERS



SECTION 401 BROKER-DEALER REGISTRATION REVISED

REQUIREMENT AND EXEMPTIONS



SECTION 402 AGENT REGISTRATION REQUIREMENT REVISED

AND EXEMPTIONS



SECTION 403 INVESTMENT ADVISER REGISTRATION REVISED

REQUIREMENT AND EXEMPTIONS





SECTION 404 INVESTMENT ADVISER REPRESENTATIVE REVISED

REGISTRATION REQUIREMENT AND EXEMPTIONS



SECTION 405 FEDERAL COVERED INVESTMENT REVISED

ADVISER NOTICE FILING REQUIREMENT



SECTION 406 REGISTRATION PROCEDURES FOR REVISED

BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS,

AND INVESTMENT ADVISER REPRESENTATIVES



SECTION 407 POSTREGISTRATION REVISED



SECTION 408 DENIAL, REVOCATION, TENTATIVE APPROVAL

SUSPENSION, WITHDRAWAL, CANCELLATION, §§408(a)-(f). SECTION

RESTRICTION, CONDITION, OR LIMITATION OF 408(g) IS NEW.

REGISTRATION



ARTICLE 5: FRAUD AND LIABILITIES

SECTION 501 GENERAL FRAUD TENTATIVE APPROVAL

SECTION 502 FRAUD IN PROVIDING INVESTMENT REVISED

ADVICE



SECTION 503 BURDEN OF PERSUASION



SECTION 504 FILING OF SALES AND ADVERTISING

LITERATURE



SECTION 505 MISLEADING FILINGS



SECTION 506 MISREPRESENTATIONS CONCERNING

REGISTRATION OR EXEMPTION



SECTION 507 QUALIFIED IMMUNITY



SECTION 508 CRIMINAL PENALTIES



SECTION 509 CIVIL LIABILITIES REVISED



SECTION 510 JURISDICTION AND SERVICE OF PROCESS







ARTICLE 6: ADMINISTRATION AND JUDICIAL REVIEW



SECTION 601 ADMINISTRATION OF ACT



SECTION 602 INVESTIGATIONS AND SUBPOENAS



SECTION 603 ENFORCEMENT



SECTION 604 RULES, FORMS, ORDERS, AND HEARINGS



SECTION 605 ADMINISTRATIVE FILES AND OPINIONS



SECTION 606 PUBLIC INFORMATION; CONFIDENTIALITY



SECTION 607 COOPERATION WITH OTHER AGENCIES



SECTION 608 JUDICIAL REVIEW



ARTICLE 7: MISCELLANEOUS



SECTION 701 UNIFORMITY OF APPLICATION AND

CONSTRUCTION



SECTION 702 ELECTRONIC SIGNATURES IN GLOBAL

AND NATIONAL COMMERCE ACT



SECTION 703 SEVERABILITY CLAUSE



SECTION 704 REPEALS



SECTION 705 APPLICATION TO EXISTING

RELATIONSHIPS



SECTION 706 EFFECTIVE DATE