General Description of Auction Rate Securities

Auction rate securities were first offered for sale in U.S. financial markets in the early 1980s. As of the end of 2005, there were approximately $263 billion of auction rate securities outstanding.

Many different types of issuers have issued auction rate securities for example, closed-end funds, corporations, municipal authorities and student loan organizations.

Auction rate securities have generally been issued as either bonds or preferred stock and are designed to serve as money market-type instruments. They are purchased and sold, at established intervals, through an auction-type mechanism, but have long-term maturities, or no maturity at all. In the auctions, auction rate securities are purchased and sold at par. Auction rate securities have also been called Auction Market Preferred Stock, Variable Rate Preferred Securities,Money Market Preferred Securities and Periodic Auction Rate Securities.

The interest or dividend rate of an auction rate security is reset at these established intervals based on an auction in which investors who already hold the security (called holders) and investors who seek to acquire the security (called prospective holders) 2 indicate their interest in continuing to hold, or in purchasing or selling, the security at rates that they specify to broker-dealers, such as Merrill Lynch, who have been appointed to participate in the auction.

The dates on which the auctions take place (the auction dates), and the interval between the auction dates (the ‘auction period’), vary depending on the security. The auctions commonly are every seven days, twenty-eight days, thirty-five days or forty-nine days, but there are also some securities for which the auctions occur daily and others for which the auctions occur at longer intervals ? for example, every six months or once over a multi-year period.

The SEC Investigation

On May 31, 2006, the U.S. Securities and Exchange Commission (SEC) announced that it had settled its investigation of fifteen firms, including Merrill Lynch, that participate in the auction rate securities market regarding their respective practices and procedures in the market.

The Settlement

The SEC alleged in the settlement that the firms had managed auctions for auction rate securities in which they participated in ways that were not adequately disclosed or that did not conform to disclosed auction procedures. As part of the settlement, Merrill Lynch agreed to pay a civil money penalty of $1,500,000. In addition, Merrill Lynch, without admitting or denying the SEC’s allegations, agreed to be censured, to cease and desist from violating certain provisions of the securities laws, to provide to customers written descriptions of its material auction practices and procedures, and to implement procedures reasonably designed to detect and prevent any failures by Merrill Lynch to conduct the auction process in accordance with disclosed procedures.

Guiliano Law Group

If you have been the victim of securities fraud and you have a complaint, you should consult with an attorney. The practice of Nicholas J. Guiliano, Esq., and The Guiliano Law Group, P.C., is limited to the representation of investors in claims for fraud in connection with the sale of securities, the sale or recommendation of excessively risky or unsuitable securities, breach of fiduciary duty, and the failure to supervise. We accept representation on a contingent fee basis, meaning there is no cost unless we make a recovery for you, and there is never any charge for a consultation or an evaluation of your claim. For more information contact us at (877) SEC-ATTY.

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