[Title 17 CFR ]
[Code of Federal Regulations (annual edition) - April 1, 2001 Edition]
[From the U.S. Government Printing Office]
[[Page i]]
17
Parts 200 to 239
Revised as of April 1, 2001
Commodity and Securities Exchanges
Containing a codification of documents of general
applicability and future effect
As of April 1, 2001
With Ancillaries
Published by
Office of the Federal Register
National Archives and Records
Administration
A Special Edition of the Federal Register
[[Page ii]]
U.S. GOVERNMENT PRINTING OFFICE
WASHINGTON : 2001
For sale by the Superintendent of Documents, U.S. Government Printing
Office
Internet: bookstore.gpo.gov Phone: (202) 512-1800 Fax: (202) 512-
2250
Mail: Stop SSOP, Washington, DC 20402-0001
[[Page iii]]
Table of Contents
Page
Explanation................................................. v
Title 17:
Chapter II--Securities and Exchange Commission 3
Finding Aids:
Material Approved for Incorporation by Reference........ 665
Table of CFR Titles and Chapters........................ 667
Alphabetical List of Agencies Appearing in the CFR...... 685
List of CFR Sections Affected........................... 695
[[Page iv]]
----------------------------
Cite this Code: CFR
To cite the regulations in
this volume use title,
part and section number.
Thus, 17 CFR 200.1 refers
to title 17, part 200,
section 1.
----------------------------
[[Page v]]
EXPLANATION
The Code of Federal Regulations is a codification of the general and
permanent rules published in the Federal Register by the Executive
departments and agencies of the Federal Government. The Code is divided
into 50 titles which represent broad areas subject to Federal
regulation. Each title is divided into chapters which usually bear the
name of the issuing agency. Each chapter is further subdivided into
parts covering specific regulatory areas.
Each volume of the Code is revised at least once each calendar year
and issued on a quarterly basis approximately as follows:
Title 1 through Title 16.................................as of January 1
Title 17 through Title 27..................................as of April 1
Title 28 through Title 41...................................as of July 1
Title 42 through Title 50................................as of October 1
The appropriate revision date is printed on the cover of each
volume.
LEGAL STATUS
The contents of the Federal Register are required to be judicially
noticed (44 U.S.C. 1507). The Code of Federal Regulations is prima facie
evidence of the text of the original documents (44 U.S.C. 1510).
HOW TO USE THE CODE OF FEDERAL REGULATIONS
The Code of Federal Regulations is kept up to date by the individual
issues of the Federal Register. These two publications must be used
together to determine the latest version of any given rule.
To determine whether a Code volume has been amended since its
revision date (in this case, April 1, 2001), consult the ``List of CFR
Sections Affected (LSA),'' which is issued monthly, and the ``Cumulative
List of Parts Affected,'' which appears in the Reader Aids section of
the daily Federal Register. These two lists will identify the Federal
Register page number of the latest amendment of any given rule.
EFFECTIVE AND EXPIRATION DATES
Each volume of the Code contains amendments published in the Federal
Register since the last revision of that volume of the Code. Source
citations for the regulations are referred to by volume number and page
number of the Federal Register and date of publication. Publication
dates and effective dates are usually not the same and care must be
exercised by the user in determining the actual effective date. In
instances where the effective date is beyond the cut-off date for the
Code a note has been inserted to reflect the future effective date. In
those instances where a regulation published in the Federal Register
states a date certain for expiration, an appropriate note will be
inserted following the text.
OMB CONTROL NUMBERS
The Paperwork Reduction Act of 1980 (Pub. L. 96-511) requires
Federal agencies to display an OMB control number with their information
collection request.
[[Page vi]]
Many agencies have begun publishing numerous OMB control numbers as
amendments to existing regulations in the CFR. These OMB numbers are
placed as close as possible to the applicable recordkeeping or reporting
requirements.
OBSOLETE PROVISIONS
Provisions that become obsolete before the revision date stated on
the cover of each volume are not carried. Code users may find the text
of provisions in effect on a given date in the past by using the
appropriate numerical list of sections affected. For the period before
January 1, 1986, consult either the List of CFR Sections Affected, 1949-
1963, 1964-1972, or 1973-1985, published in seven separate volumes. For
the period beginning January 1, 1986, a ``List of CFR Sections
Affected'' is published at the end of each CFR volume.
INCORPORATION BY REFERENCE
What is incorporation by reference? Incorporation by reference was
established by statute and allows Federal agencies to meet the
requirement to publish regulations in the Federal Register by referring
to materials already published elsewhere. For an incorporation to be
valid, the Director of the Federal Register must approve it. The legal
effect of incorporation by reference is that the material is treated as
if it were published in full in the Federal Register (5 U.S.C. 552(a)).
This material, like any other properly issued regulation, has the force
of law.
What is a proper incorporation by reference? The Director of the
Federal Register will approve an incorporation by reference only when
the requirements of 1 CFR part 51 are met. Some of the elements on which
approval is based are:
(a) The incorporation will substantially reduce the volume of
material published in the Federal Register.
(b) The matter incorporated is in fact available to the extent
necessary to afford fairness and uniformity in the administrative
process.
(c) The incorporating document is drafted and submitted for
publication in accordance with 1 CFR part 51.
Properly approved incorporations by reference in this volume are
listed in the Finding Aids at the end of this volume.
What if the material incorporated by reference cannot be found? If
you have any problem locating or obtaining a copy of material listed in
the Finding Aids of this volume as an approved incorporation by
reference, please contact the agency that issued the regulation
containing that incorporation. If, after contacting the agency, you find
the material is not available, please notify the Director of the Federal
Register, National Archives and Records Administration, Washington DC
20408, or call (202) 523-4534.
CFR INDEXES AND TABULAR GUIDES
A subject index to the Code of Federal Regulations is contained in a
separate volume, revised annually as of January 1, entitled CFR Index
and Finding Aids. This volume contains the Parallel Table of Statutory
Authorities and Agency Rules (Table I). A list of CFR titles, chapters,
and parts and an alphabetical list of agencies publishing in the CFR are
also included in this volume.
An index to the text of ``Title 3--The President'' is carried within
that volume.
The Federal Register Index is issued monthly in cumulative form.
This index is based on a consolidation of the ``Contents'' entries in
the daily Federal Register.
A List of CFR Sections Affected (LSA) is published monthly, keyed to
the revision dates of the 50 CFR titles.
[[Page vii]]
REPUBLICATION OF MATERIAL
There are no restrictions on the republication of material appearing
in the Code of Federal Regulations.
INQUIRIES
For a legal interpretation or explanation of any regulation in this
volume, contact the issuing agency. The issuing agency's name appears at
the top of odd-numbered pages.
For inquiries concerning CFR reference assistance, call 202-523-5227
or write to the Director, Office of the Federal Register, National
Archives and Records Administration, Washington, DC 20408 or e-mail
[email protected].
SALES
The Government Printing Office (GPO) processes all sales and
distribution of the CFR. For payment by credit card, call 202-512-1800,
M-F, 8 a.m. to 4 p.m. e.s.t. or fax your order to 202-512-2250, 24 hours
a day. For payment by check, write to the Superintendent of Documents,
Attn: New Orders, P.O. Box 371954, Pittsburgh, PA 15250-7954. For GPO
Customer Service call 202-512-1803.
ELECTRONIC SERVICES
The full text of the Code of Federal Regulations, the LSA (List of
CFR Sections Affected), The United States Government Manual, the Federal
Register, Public Laws, Public Papers, Weekly Compilation of Presidential
Documents and the Privacy Act Compilation are available in electronic
format at www.access.gpo.gov/nara (``GPO Access''). For more
information, contact Electronic Information Dissemination Services, U.S.
Government Printing Office. Phone 202-512-1530, or 888-293-6498 (toll-
free). E-mail, [email protected].
The Office of the Federal Register also offers a free service on the
National Archives and Records Administration's (NARA) World Wide Web
site for public law numbers, Federal Register finding aids, and related
information. Connect to NARA's web site at www.nara.gov/fedreg. The NARA
site also contains links to GPO Access.
Raymond A. Mosley,
Director,
Office of the Federal Register.
April 1, 2001.
[[Page ix]]
THIS TITLE
Title 17--Commodity and Securities Exchanges is composed of three
volumes. The first volume containing parts 1 to 199, comprises Chapter
I--Commodity Futures Trading Commission. The second volume contains
Chapter II--Securities and Exchange Commission, parts 200 to 239. The
third volume, comprising part 240 to End, contains the remaining
regulations of the Securities and Exchange Commission, and Chapter IV--
Department of the Treasury. The contents of these volumes represent all
current regulations issued by the Commodity Futures Trading Commission,
the Securities and Exchange Commission, and the Department of the
Treasury as of April 1, 2000.
The OMB control numbers for the Securities and Exchange Commission
appear in Sec. 200.800 of chapter II. For the convenience of the user,
Sec. 200.800 is reprinted in the Finding Aids section of the volume
containing part 240 to End.
[[Page x]]
[[Page 1]]
TITLE 17--COMMODITY AND SECURITIES EXCHANGES
(This book contains parts 200 to 239)
--------------------------------------------------------------------
Part
chapter ii--Securities and Exchange Commission.............. 200
[[Page 3]]
CHAPTER II--SECURITIES AND EXCHANGE COMMISSION
--------------------------------------------------------------------
Part Page
200 Organization; conduct and ethics; and
information and requests................ 5
201 Rules of practice........................... 136
202 Informal and other procedures............... 193
203 Rules relating to investigations............ 200
204 Rules relating to debt collection........... 202
209 Forms prescribed under the commission's
rules of practice....................... 217
210 Form and content of and requirements for
financial statements, Securities Act of
1933, Securities Exchange Act of 1934,
Public Utility Holding Company Act of
1935, Investment Company Act of 1940,
Investment Advisers Act of 1940, and
Energy Policy and Conservation Act of
1975.................................... 217
211 Interpretations relating to financial
reporting matters....................... 305
228 Integrated disclosure system for small
business issuers........................ 306
229 Standard instructions for filing forms under
Securities Act of 1933, Securities
Exchange Act of 1934 and Energy Policy
and Conservation Act of 1975--Regulation
S-K..................................... 349
230 General rules and regulations, Securities
Act of 1933............................. 451
231 Interpretative releases relating to the
Securities Act of 1933 and general rules
and regulations thereunder.............. 610
232 Regulation S-T--General rules and
regulations for electronic filings...... 616
239 Forms prescribed under the Securities Act of
1933.................................... 632
[[Page 5]]
PART 200--ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION AND REQUESTS--Table of Contents
Subpart A--Organization and Program Management
Sec.
200.1 General statement and statutory authority.
200.2 Statutory functions.
General Organization
200.10 The Commission.
200.11 Headquarters Office--Regional and District Office relationships.
200.12 Functional responsibilities.
200.13 Executive Director.
200.13a The Secretary of the Commission.
200.13b Director of the Office of Public Affairs, Policy Evaluation,
and Research.
200.14 Office of Administrative Law Judges.
200.15 Office of International Affairs.
200.16 Executive Assistant to the Chairman.
200.16a Inspector General.
200.17 Chief Management Analyst.
200.18 Director of Division of Corporation Finance.
200.19a Director of the Division of Market Regulation.
200.19b Director of the Division of Enforcement.
200.19c Director of the Office of Compliance Inspections and
Examinations.
200.20b Director of Division of Investment Management.
200.20c Office of Filings and Information Services.
200.21 The General Counsel.
200.21a The Ethics Counsel.
200.22 The Chief Accountant.
200.23a Office of Economic Analysis.
200.23b [Reserved]
200.24 Office of the Comptroller.
200.24a Director of the Office of Consumer Affairs.
200.25 Office of Administrative and Personnel Management.
200.26 [Reserved]
200.26a Office of Information Technology.
200.27 The Regional Directors.
200.27a The District Administrators.
200.28 Issuance of instructions.
200.29 Rules.
200.30-1 Delegation of authority to Director of Division of Corporation
Finance.
200.30-3 Delegation of authority to Director of Division of Market
Regulation.
200.30-4 Delegation of authority to Director of Division of
Enforcement.
200.30-5 Delegation of authority to Director of Division of Investment
Management.
200.30-6 Delegation of authority to Regional Directors.
200.30-6a Delegation of authority to District Administrators.
200.30-7 Delegation of authority to Secretary of the Commission.
200.30-8 [Reserved]
200.30-9 Delegation of authority to hearing officers.
200.30-10 Delegation of authority to Chief Administrative Law Judge.
200.30-11 Delegation of authority to Associate Executive Director of
the Office of Filings and Information Services.
200.30-12 [Reserved]
200.30-13 Delegation of authority to Associate Executive Director of
the Office of the Comptroller.
200.30-14 Delegation of authority to the General Counsel.
200.30-15 Delegation of authority to Executive Director.
200.30-16 Delegation of authority to Executive Assistant to the
Chairman.
200.30-17 Delegation of authority to Director of Office of
International Affairs.
200.30-18 Delegation of authority to Director of the Office of
Compliance Inspections and Examinations.
Subpart B--Disposition of Commission Business
200.40 Joint disposition of business by Commission meeting.
200.41 Quorum of the Commission.
200.42 Disposition of business by seriatim Commission consideration.
200.43 Disposition of business by exercise of authority delegated to
individual Commissioner.
Subpart C--Canons of Ethics
200.50 Authority.
200.51 Policy.
200.52 Copies of the Canons.
200.53 Preamble.
200.54 Constitutional obligations.
200.55 Statutory obligations.
200.56 Personal conduct.
200.57 Relationships with other members.
200.58 Maintenance of independence.
200.59 Relationship with persons subject to regulation.
200.60 Qualification to participate in particular matters.
200.61 Impressions of influence.
200.62 Ex parte communications.
200.63 Commission opinions.
200.64 Judicial review.
200.65 Legislative proposals.
200.66 Investigations.
200.67 Power to adopt rules.
200.68 Promptness.
200.69 Conduct toward parties and their counsel.
200.70 Business promotions.
200.71 Fiduciary relationships.
200.72 Supervision of internal organization.
[[Page 6]]
Subpart D--Information and Requests
200.80 Commission records and information.
200.80a Appendix A--Documentary materials available to the public.
200.80b Appendix B--SEC releases.
200.80c Appendix C--Rules and miscellaneous publications available from
the Government Printing Office.
200.80d Appendix D--Other publications available from the Commission.
200.80e Appendix E--Schedule of fees for records services.
200.80f Appendix F--Records control schedule.
200.81 Publication of interpretative, no-action and certain exemption
letters and other written communications.
200.82 Public availability of materials filed pursuant to Sec. 240.14a-
8(d) and related materials.
200.83 Confidential treatment procedures under the Freedom of
Information Act.
Subpart E [Reserved]
Subpart F--Code of Behavior Governing Ex Parte Communications Between
Persons Outside the Commission and Decisional Employees
200.110 Purpose.
200.111 Prohibitions; application; definitions.
200.112 Duties of recipient; notice to participants.
200.113 Opportunity to respond; interception.
200.114 Sanctions.
Subpart G--Plan of Organization and Operation Effective During Emergency
Conditions
200.200 Purpose.
200.201 Emergency conditions, effective date, and duration.
200.202 Offices, and information and submittals.
200.203 Organization, and delegations of authority.
200.204 Personnel, fiscal, and service functions.
200.205 Effect upon existing Commission organization, delegations, and
rules.
Subpart H--Regulations Pertaining to the Privacy of Individuals and
Systems of Records Maintained by the Commission
200.301 Purpose and scope.
200.302 Definitions.
200.303 Times, places and requirements for requests pertaining to
individual records in a record system and for the
identification of individuals making requests for access to
the records pertaining to them.
200.304 Disclosure of requested records.
200.305 Special procedure: Medical records.
200.306 Requests for amendment or correction of records.
200.307 Review of requests for amendment or correction.
200.308 Appeal of initial adverse agency determination as to access or
as to amendment or correction.
200.309 General provisions.
200.310 Fees.
200.311 Penalties.
200.312 Specific exemptions.
200.313 Inspector General exemptions.
Subpart I--Regulations Pertaining to Public Observation of Commission
Meetings
200.400 Open meetings.
200.401 Definitions.
200.402 Closed meetings.
200.403 Notice of Commission meetings.
200.404 General procedure for determination to close meeting.
200.405 Special procedure for determination to close meeting.
200.406 Certification by the General Counsel.
200.407 Transcripts, minutes, and other documents concerning closed
Commission meetings.
200.408 Public access to transcripts and minutes of closed Commission
meetings; record retention.
200.409 Administrative appeals.
200.410 Miscellaneous.
Subpart J--Classification and Declassification of National Security
Information and Material
200.500 Purpose.
200.501 Applicability.
200.502 Definition.
200.503 Senior agency official.
200.504 Oversight Committee.
200.505 Original classification.
200.506 Derivative classification.
200.507 Declassification dates on derivative documents.
200.508 Requests for mandatory review for declassification.
200.509 Challenge to classification by Commission employees.
200.510 Access by historical researchers.
200.511 Access by former Presidential appointees.
Subpart K--Regulations Pertaining to the Protection of the Environment
200.550 Purpose.
200.551 Applicability.
200.552 NEPA planning.
200.553 Draft, final and supplemental impact statements.
200.554 Public availability of information.
[[Page 7]]
Subpart L--Enforcement of Nondiscrimination on the Basis of Handicap in
Programs or Activities Conducted by the Securities and Exchange
Commission
200.601 Purpose.
200.602 Application.
200.603 Definitions.
200.604--200.609 [Reserved]
200.610 Self-evaluation.
200.611 Notice.
200.612--200.629 [Reserved]
200.630 General prohibitions against discrimination.
200.631--200.639 [Reserved]
200.640 Employment.
200.641--200.648 [Reserved]
200.649 Program accessibility: Discrimination prohibited.
200.650 Program accessibility: Existing facilities.
200.651 Program accessibility: New construction and alterations.
200.652--200.659 [Reserved]
200.660 Communications.
200.661--200.669 [Reserved]
200.670 Compliance procedures.
200.671--200.699 [Reserved]
Subpart M--Regulation Concerning Conduct of Members and Employees and
Former Members and Employees of the Commission
200.735-1 Purpose.
200.735-2 Policy.
200.735-3 General provisions.
200.735-4 Outside employment and activities.
200.735-5 Securities transactions.
200.735-6 Action in case of personal interest.
200.735-7 Negotiation for employment.
200.735-8 Practice by former members and employees of the Commission.
200.735-9 Indebtedness.
200.735-10 Miscellaneous statutory provisions.
200.735-11 Statement of employment and financial interests.
200.735-12 Special Government employees.
200.735-13 Disciplinary and other remedial action.
200.735-14 Employees on leave of absence.
200.735-15 Interpretive and advisory service.
200.735-16 Delegation.
200.735-17 Administration of the conduct regulation.
200.735-18 Requests for waivers.
Subpart N--Commission Information Collection Requirements Under the
Paperwork Reduction Act: OMB Control Numbers and Expiration Dates
200.800 OMB control numbers assigned pursuant to the Paperwork
Reduction Act.
Subpart A--Organization and Program Management
Authority: 15 U.S.C. 77s, 78d-1, 78d-2, 78w, 78ll(d), 78mm, 79t,
77sss, 80a-37, 80b-11, unless otherwise noted.
Sections 200.27, 200.27a, 200.30-6, and 200.30-6a are also issued
under 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77q, 77u, 78e, 78g, 78h, 78i,
78k, 78m, 78o, 78o-4, 78q, 78q-1, 78t-1, 78u, 77hhh, 77uuu, 80a-41, 80b-
5, and 80b-9.
Section 200.30-1 is also issued under 15 U.S.C. 77f, 77g, 77h, 77j,
78c(b) 78l, 78m, 78n, 78o(d).
Section 200.30-3 is also issued under 15 U.S.C. 78b, 78d, 78f, 78k-
1, 78s, 78q, 78eee, 79d.
Section 200.30-5 is also issued under 15 U.S.C. 77f, 77g, 77h, 77j,
78c(b), 78l, 78m, 78n, 78o(d), 80a-8, 80a-20, 80a-24, 80a-29, 80b-3,
80b-4.
Source: 27 FR 12712, Dec. 22, 1962, unless otherwise noted.
Sec. 200.1 General statement and statutory authority.
The Securities and Exchange Commission was created in 1934 under the
Securities Exchange Act. That Act transferred to the Commission the
administration of the Securities Act of 1933, formerly administered by
the Federal Trade Commission. Subsequent laws assigned to the Securities
and Exchange Commission for administration are: Public Utility Holding
Company Act of 1935, Trust Indenture Act of 1939, Investment Company Act
of 1940, and Investment Advisers Act of 1940. In addition, under the
Bankruptcy Code, the Commission is a statutory party in cases arising
under chapters 9 and 11. Considered together, the laws administered by
the Commission provided for the following.
(a) Public disclosure of pertinent facts concerning public offerings
of securities and securities listed on national securities exchanges and
certain securities traded in the over-the-counter markets.
(b) Enforcement of disclosure requirements in the soliciting of
proxies for meetings of security holders by companies whose securities
are registered pursuant to section 12 of the Securities Exchange Act of
1934, public utility holding companies, and their subsidiaries and
investment companies.
[[Page 8]]
(c) Regulation of the trading in securities on national securities
exchanges and in the over-the-counter markets.
(d) Investigation of securities frauds, manipulations, and other
violations, and the imposition and enforcement of legal sanctions
therefor.
(e) Registration, and the regulation of certain activities, of
brokers, dealers and investment advisers.
(f) Supervision of the activities of mutual funds and other
investment companies.
(g) Administration of statutory standards governing protective and
other provisions of trust indentures under which debt securities are
sold to the public.
(h) Regulation of the purchase and sale of securities, utility
properties, and other assets by registered public utility holding
companies and their electric and gas utility subsidiaries; enforcement
of statutory standards for public utility holding company system
simplification and integration; and approval of their reorganization,
mergers and consolidations.
(i) Protection of the interests of public investors involved in
bankruptcy reorganization cases and in bankruptcy cases involving the
adjustment of debts of a municipality.
(j) Administrative sanctions, injunctive remedies, civil money
penalties and criminal prosecution. There are also private rights of
action for investors injured by violations of the Acts.
(15 U.S.C. 78d-1, 78d-2; 11 U.S.C. 901, 1109(a))
[27 FR 12712, Dec. 22, 1962, as amended at 43 FR 13375, Mar. 30, 1978;
49 FR 12684, Mar. 30, 1984; 60 FR 14623, Mar. 20, 1995; 60 FR 32794,
June 23, 1995]
Sec. 200.2 Statutory functions.
Following are brief descriptions of the Commission's functions under
each of the statutes it administers:
(a) Securities Act of 1933. (1) Issuers of securities making public
offerings for sale in interstate commerce or through the mails, directly
or by others on their behalf, are required to file with the Commission
registration statements containing financial and other pertinent data
about the issuer and the offering. A similar requirement is provided
with respect to such public offerings on behalf of a controlling person
of the issuer. Unless a registration statement is in effect with respect
to such securities, it is unlawful to sell the securities in interstate
commerce or through the mails. (There are certain limited exemptions,
such as government securities, non-public offerings, and intrastate
offerings.) The effectiveness of a registration statement may be refused
or suspended after a hearing if the statement contains material
misstatements or omissions, thus barring sale of the securities until it
is appropriately amended. Registration is not a finding by the
Commission as to the accuracy of the facts disclosed; and it is unlawful
so to represent. Moreover, registration of securities does not imply
approval of the issue by the Commission or insure investors against loss
in their purchase, but serves rather to provide information upon which
investors may make an informed and realistic evaluation of the worth of
the securities.
(2) Persons responsible for filing false information with the
Commission subject themselves to the risk of fine or imprisonment or
both; and the issuing company, its directors, officers, and the
underwriters and dealers and others may be liable in damages to
purchasers of registered securities if the disclosures in the
registration statements and prospectus are materially defective. Also
the statute contains antifraud provisions which apply generally to the
sale of securities, whether or not registered.
(b) Securities Exchange Act of 1934. This Act requires the filing of
registration applications and annual and other reports with national
securities exchanges and the Commission, by companies whose securities
are listed on the exchanges. Annual and other reports must be filed also
by certain companies whose securities are traded on the over-the-counter
markets. These must contain financial and other data prescribed by the
Commission for the information of investors. Material misstatements or
omissions are grounds for suspension or withdrawal of the security from
exchange trading. This Act makes unlawful any solicitation of proxies,
authorizations, or consents in contravention of Commission rules. These
rules require disclosure of
[[Page 9]]
information about the subject of the solicitation to security holders.
The Act requires disclosure of the holdings and the transactions by an
officer, director, or beneficial owner of over 10 percent of any class
of equity security of certain companies. It also requires disclosure of
the beneficial owners of more than five percent of any class of equity
securities of a registered company. It provides substantive and
procedural protection to security holders in third-party and issuer
tender offers. The Act also provides for the registration with, and
regulation by, the Commission of national securities exchanges, brokers
or dealers engaged in an over-the-counter securities business, and
national associations of such brokers or dealers. It gives the
Commission rulemaking power with respect to short sales, stabilizing,
floor trading activities of specialists and odd-lot dealers, and such
matters as excessive trading by exchange members. The Act authorizes the
Board of Governors of the Federal Reserve System to prescribe minimum
margin requirements for listed securities.
(c) Public Utility Holding Company Act of 1935. This Act authorizes
the Commission to regulate gas and electric public-utility holding
companies under standards prescribed for the protection of the public
interest and the interest of investors and consumers. The Act generally
limits a public-utility holding company to a single integrated public-
utility system, and requires simple corporate and capital structures. If
not exempt, a public-utility holding company must register with the
Commission. Generally, a registered holding company must obtain
Commission approval before it can issue and sell securities, acquire
utility securities or assets or any other interest in any business, or
enter into transactions with its affiliates. It must also comply with
extensive reporting and record-keeping requirements. Although largely
free of these requirements, an exempt holding company remains subject to
the geographic limitations of the Act. The Act permits the acquisition
of interests in ``exempt wholesale generators'' and ``foreign utility
companies'' unrelated to a system's utility operations.
(d) Trust Indenture Act of 1939. This Act safeguards the interests
of purchasers of publicly-offered debt securities issued under trust
indentures by requiring the inclusion of certain protective provisions
in, and the exclusion of certain types of exculpatory clauses from,
trust indentures. The Act also requires that an independent indenture
trustee represent the debtors by proscribing certain relationships that
could conflict with proper exercise of duties.
(e) Investment Company Act of 1940. This Act establishes a
comprehensive regulatory framework for investment companies and subjects
their activities to regulation under standards prescribed for the
protection of investors. Among other things, the Act provides for the
registration of investment companies with the Commission; requires them
to disclose their financial condition and investment policies to their
shareholders; prohibits them from substantially changing investment
policies without shareholder approval; bars persons guilty of securities
fraud from serving as officers or directors; prevents underwriters,
investment bankers, or brokers from constituting more than a minority of
the directors of an investment company; requires that management
contracts be submitted to shareholders for their approval; prohibits
transactions between investment companies and their directors, officers,
or affiliated companies or persons, except when approved by the
Commission; and prohibits investment companies from issuing senior
securities except under specified terms and conditions. The Act also
regulates advisory fees, sales and repurchases of securities, exchange
offers, and other activities of investment companies. The Act authorizes
the Commission to exempt any person or class of persons or securities
from any provisions of, or rules under, the Act and to conduct any
investigation it deems necessary to determine existing or potential
violations of the Act. It also authorizes the Commission to prepare
reports to security holders on the fairness of plans of reorganization,
merger, or consolidation. The Commission may institute a court action to
enjoin acts or practices of management involving, among other
[[Page 10]]
things, a breach of fiduciary duty and the consummation of plans of
reorganization, merger, or consolidation that are grossly unfair to
security holders.
(f) Investment Advisers Act of 1940. Persons who, for compensation,
engage in the business of advising others with respect to their security
transactions must register with the Commission. Their activities in the
conduct of such business are subject to standards of the act which make
unlawful those practices which constitute fraud or deceit and which
require, among other things, disclosure of any interests they may have
in transactions executed for clients. The Act grants to the Commission
rule-making power with respect to fraudulent and other activities of
investment advisers.
(g) Chapter 11 of the Bankruptcy Code. Chapter 11 of the Bankruptcy
Code (11 U.S.C. 1101 et seq.) provides for Commission participation as a
statutory party in reorganization cases. Under section 1109(a) of the
Bankruptcy Code (11 U.S.C. 1109(a)), which also applies to Chapter 9
cases regarding municipalities, the Commission ``may raise and may
appear and be heard on any issue in the case.''
(11 U.S.C. 901, 1109(a))
[27 FR 12712, Dec. 22, 1962, as amended at 49 FR 12684, Mar. 30, 1984;
60 FR 14624, Mar. 20, 1995]
General Organization
Sec. 200.10 The Commission.
The Commission is composed of five members, not more than three of
whom may be members of the same political party. The members are
appointed by the President, with the advice and consent of the Senate,
for 5-year terms, one term ending each year. The Chairman is designated
by the President pursuant to the provisions of section 3 of
Reorganization Plan No. 10 of 1950 (3 CFR, 1949-1953 Comp., p. 1006).
The Commission is assisted by a staff, which includes lawyers,
accountants, engineers, financial security analysts, investigators and
examiners, as well as administrative and clerical employees.
Sec. 200.11 Headquarters Office--Regional and District Office relationships.
(a)(1) Division and Office Heads in the Headquarters Office (450
Fifth Street, NW., Washington, DC 20549) have Commission-wide
responsibility to the Commission for the overall development, policy and
technical guidance, and policy direction of the operating programs under
their jurisdiction.
(2) Each Regional Director is responsible, subject to the
supervision of the Director of the Division of Enforcement, for the
direction and supervision of his or her work force and for the execution
of all programs in his or her region as shown in paragraph (b) of this
section, in accordance with established policy. Each District
Administrator is responsible, subject to the supervision of the relevant
Regional Director, for the direction and supervision of his or her work
force and for the execution of all programs through his or her office,
in accordance with established policy.
(b) Regional Directors and District Administrators of the
Commission.
Region 1: Northeast Region. Connecticut, Delaware, District of Columbia,
Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York,
Pennsylvania, Rhode Island, Vermont, Virginia, West Virginia--Regional
Director, 7 World Trade Center, suite 1300, New York, NY 10048.
Boston District--District Administrator, 73 Tremont Street, suite 600,
Boston, MA 02108.
Philadelphia District--District Administrator, The Curtis Center,
suite 1005 E., 601 Walnut Street, Philadelphia, PA 19106.
Region 2: Southeast Region. Alabama, Florida, Georgia, Louisiana,
Mississippi, North Carolina, Puerto Rico, South Carolina, Tennessee,
Virgin Islands--Regional Director, 1401 Brickell Avenue, suite 200,
Miami, FL 33131.
Atlanta District--District Administrator, 3475 Lenox Road, NE., suite
1000, Atlanta, GA 30326.
Region 3: Midwest Region. Illinois, Indiana, Iowa, Kentucky, Michigan,
Minnesota, Missouri, Ohio, Wisconsin--Regional Director, 500 West
Madison Street, suite 1400, Chicago, IL 60661.
Region 4: Central Region. Arkansas, Colorado, Kansas, Nebraska, New
Mexico, North Dakota, Oklahoma, South Dakota, Texas, Utah, Wyoming--
Regional Director, 1801 California Street, suite 4800, Denver, CO 80202.
[[Page 11]]
Fort Worth District--District Administrator, 801 Cherry Street, 19th
Floor, Fort Worth, TX 76102. Salt Lake District--District Administrator,
500 Key Bank Tower, 50 S. Main Street, suite 500, Box 79, Salt Lake
City, UT 84144.
Region 5: Pacific Region. Alaska, Arizona, California, Guam, Hawaii,
Idaho, Montana, Nevada, Oregon, Washington--Regional Director, 5670
Wilshire Boulevard, 11th Floor, Los Angeles, CA 90036.
San Francisco District--District Administrator, 44 Montgomery Street,
Suite 1100, San Francisco, CA 94104.
(c) The following geographic allocation determines where registered
brokers, dealers, transfer agents, clearing agents, registered
securities associations, investment advisers, and others as designated
in this chapter must file reports required to be filed in regional or
district offices:
Northeast Regional Office: New Jersey, New York.
Boston District Office: Connecticut, Maine, Massachusetts, New
Hampshire, Rhode Island, Vermont.
Philadelphia District Office: Delaware, District of Columbia,
Maryland, Pennsylvania, Virginia, West Virginia.
Southeast Regional Office: Florida, Puerto Rico, Virgin Islands.
Atlanta District Office: Alabama, Georgia, Louisiana, Mississippi,
North Carolina, South Carolina, Tennessee.
Midwest Regional Office: Illinois, Indiana, Iowa, Kentucky, Ohio,
Michigan, Minnesota, Missouri, Wisconsin.
Central Regional Office: Colorado, Nebraska, New Mexico, North Dakota,
South Dakota, Utah, Wyoming.
Fort Worth District Office: Arkansas, Kansas, Oklahoma, Texas.
Pacific Regional Office: Alaska, Arizona, California, Guam, Hawaii,
Idaho, Montana, Nevada, Oregon, Washington.
[27 FR 12712, Dec. 22, 1962, as amended at 28 FR 6970, July 9, 1963; 41
FR 44696, Oct. 12, 1976; 47 FR 26818, June 22, 1982; 49 FR 12684, Mar.
30, 1984; 49 FR 13679, Apr. 6, 1984; 52 FR 2677, Jan. 26, 1987; 59 FR
5943, Feb. 9, 1994; 59 FR 12543, Mar. 17, 1994]
Sec. 200.12 Functional responsibilities.
This section sets forth the administrative and substantive
responsibilities of the Division Directors, Office Heads, Regional
Directors and District Administrators, and certain other Commission
officers. All Commission officers and other staff members, except
administrative law judges and the Inspector General, shall perform, in
addition to the duties herein set forth, such additional duties as the
chairman of the Commission may assign from time to time. These officers
also serve as liaison with Government and other agencies concerning
matters within their respective functional responsibilities.
(15 U.S.C. 77u, 78d, 78d-1)
[37 FR 23826, Nov. 9, 1972, as amended at 59 FR 5943, Feb. 9, 1994; 60
FR 14624, Mar. 20, 1995]
Sec. 200.13 Executive Director.
(a) The Executive Director is responsible for developing and
executing the overall management policies of the Commission for all its
operating divisions and staff offices. The Executive Director also
provides executive direction to, and exercises administrative control
over, the Office of Administrative and Personnel Management, the Office
of the Comptroller, the Office of Filings and Information Services, the
Office of Freedom of Information and Privacy Act Operations, and the
Office of Information Technology. In addition, the Executive Director
implements the following statutes, regulations, and Executive orders, as
well as those that the Chairman may designate:
(1) Paperwork Reduction Act of 1980 (44 U.S.C. 3501 et seq.).
(2) Small and Disadvantaged Business Utilization Program (15 U.S.C.
631 et seq.).
(3) Government Printing and Binding Regulations, U.S. Congress Joint
Committee on Printing (1977).
(4) Occupational Safety and Health Programs for Federal Employees
under Executive Order 12196 of February 26, 1980 (29 CFR 1960.1-
1960.90).
(5) Federal Managers' Financial Integrity Act of 1982 (31 U.S.C.
3512).
(6) National Security Information under Executive Order 12356 of
April 6, 1982.
(7) Government Performance and Results Act of 1993 (31 U.S.C. 1101
et seq.).
(8) Recommendations of the Report of the National Performance Review
(September 1993).
(b) The Executive Director appoints personnel, reviews and approves
policies and procedures, and assures appropriate resources to implement
the programs set forth in paragraph (a) of this
[[Page 12]]
section, and authorizes and transmits reports required by them.
(c) The Executive Director also designates certifying officers for
agency payments, prescribes procurement regulations, enters into
contracts, designates contracting officers, and makes procurement
determinations.
(d) As the Chief Operating Officer of the Commission, the Executive
Director shall be responsible for:
(1) Implementing the goals of the President and the Chairman and the
mission of the Commission;
(2) Providing overall organizational management to improve agency
performance;
(3) Assisting the Chairman in promoting ongoing quality improvement,
developing strategic plans, and measuring results;
(4) Directing ongoing reengineering of the Commission's
administrative processes;
(e) Overseeing Commission-specific application of performance
measures, procurement reforms, personnel reductions, financial
management improvements, telecommunications and information technology
policies, and other government-wide systems reforms adopted as a result
of the recommendations of the National Performance Review; and
(f) Reforming the Commission's management practices by incorporating
the principles of the National Performance Review into day-to-day
management.
[60 FR 14624, Mar. 20, 1995]
Sec. 200.13a The Secretary of the Commission.
(a) The Secretary of the Commission is responsible for the
preparation of the daily and weekly agendas of Commission business; the
orderly and expeditious flow of business at formal Commission meetings;
the maintenance of the Official Minute record of all actions of the
Commission; and the service of all instruments of formal Commission
action. He or she is custodian of the official seal of the Commission,
and also has the responsibility for authenticating documents.
(b) The Secretary has been delegated responsibilities relating to
the Commission's rules of practice, administrative proceedings under the
Commission's statutes, and other responsibilities.
(c) In addition, he or she administers the Commission's Library.
[50 FR 12239, Mar. 28, 1985]
Sec. 200.13b Director of the Office of Public Affairs, Policy Evaluation, and Research.
The Director of the Office of Public Affairs, Policy Evaluation, and
Research is the chief public information officer for the Commission, and
oversees activities that communicate the Commission's actions to those
interested in or affected by them. His or her responsibilities include
liaison with the news media, dissemination of information to the news
media and to the general public, supervision of internal and some
external publications and of audio-visual presentations.
Responsibilities of the Director, and of his or her staff, include
special projects that may be deemed appropriate to communicate
information on Commission actions.
[50 FR 12239, Mar. 28, 1985, as amended at 60 FR 14625, Mar. 20, 1995]
Sec. 200.14 Office of Administrative Law Judges.
(a) Under the Administrative Procedure Act (5 U.S.C. 551-559) and
the federal securities laws, the Office of Administrative Law Judges
conducts hearings in proceedings instituted by the Commission. The
Administrative Law Judges are responsible for the fair and orderly
conduct of the proceedings and have the authority to:
(1) Administer oaths and affirmations;
(2) Issue subpoenas;
(3) Rule on offers of proof;
(4) Examine witnesses;
(5) Regulate the course of a hearing;
(6) Hold pre-hearing conferences;
(7) Rule upon motions; and
(8) Unless waived by the parties, prepare an initial decision
containing the conclusions as to the factual and legal issues presented,
and issue an appropriate order.
(b) The Chief Administrative Law Judge performs the duties of an
Administrative Law Judge under the Administrative Procedure Act and the
duties
[[Page 13]]
delegated to him or her by the Commission that are compatible with those
duties. The Chief Administrative Law Judge is responsible for the
orderly functioning of the Office of Administrative Law Judges apart
from the conduct of administrative proceedings and acts as liaison
between that Office and the Commission.
[60 FR 14625, Mar. 20, 1995]
Sec. 200.15 Office of International Affairs.
(a) The Office of International Affairs (``OIA'') is responsible for
the negotiation and implementation of the Commission's bilateral and
multilateral agreements and understandings with foreign financial
regulatory authorities. OIA coordinates and participates in activities
relating to the Commission's international cooperation programs and
develops initiatives to enhance the Commission's ability to enforce the
federal securities laws in matters with international elements.
(b) OIA assists in and facilitates the efforts of the Commission's
other divisions and offices in responding to international issues and in
developing legislative, rulemaking and other initiatives relating to
international securities markets. OIA facilitates the development of
and, where appropriate, provides advice and presents Commission
positions relating to international initiatives of other U.S. Government
departments and agencies affecting regulation of securities markets. OIA
plans, coordinates and participates in Commission meetings with foreign
financial regulatory authorities.
[58 FR 52418, Oct. 8, 1993]
Sec. 200.16 Executive Assistant to the Chairman.
The Executive Assistant to the Chairman assists the Chairman in
consideration of legal, financial, and economic problems encountered in
the administration of the Commission's statutes. He or she arranges for
and conducts conferences with officials of the Commission, members of
the staff, and/or representatives of the public on matters arising with
regard to general programs or specific matters. Acting for the Chairman,
he or she furnishes the initiative, executive direction, and authority
for staff studies and reports bearing on the Commission's administration
of the laws and its relations with the public, industry, and the
Congress. The Executive Assistant is also responsible for assisting
members of the Commission in the preparation of the opinions of the
Commission, and to the Commission for the preparation of opinions and
decisions on motions and certifications of questions and rulings by
administrative law judges in the course of administrative proceedings
under Rule 102(e) of the Commission's Rules of Practice (Sec. 201.102(e)
of this chapter), and in other cases in which the Chairman or the
General Counsel has determined that separation of functions requirements
or other circumstances would make inappropriate the exercise of such
functions by the General Counsel. In cases where, pursuant to a waiver
by the parties of separation of function requirements, another Division
or Office of the Commission's staff undertakes to prepare an opinion or
decision, such Division or Office rather than the Executive Assistant
will prepare such opinion or decision, although the Executive Assistant
may assist in such preparation. The Executive Assistant is further
responsible for the exercise of such review functions with respect to
adjudicatory matters as are delegated to him or her by the Commission
pursuant to 101 Stat. 1254 (15 U.S.C. 78d-1, 78d-2) or as may be
otherwise delegated or assigned to him or her.
[54 FR 18100, Apr. 27, 1989, as amended at 60 FR 32794, June 23, 1995]
Sec. 200.16a Inspector General.
(a) Under the Inspector General Act of 1978, as amended, (5 U.S.C.
app.) the Inspector General performs independent and objective
investigations and audits relating to the Commission's programs and
operations. An investigation seeks to detect and prevent waste, fraud,
and abuse in the Commission's programs and operations, such as
violations of federal statutes or regulations by contractors and
Commission employees or the Standards Of Ethical Conduct For Employees
of the Executive Branch. An audit seeks to determine whether:
[[Page 14]]
(1) Program goals and results identified in enabling legislation are
achieved.
(2) Resources are efficiently and economically used and managed.
(3) Financial operations are properly conducted.
(4) Financial reports are fairly presented.
(5) Applicable laws and regulations are complied with.
(b) In cooperation with Commission management, the Inspector General
generally promotes economy, efficiency, and the effectiveness of waste
or fraud detection and prevention in the Commission's programs and
operations. The Inspector General also keeps the Congress and the
Chairman informed about problems and deficiencies in the Commission's
programs and operations.
(c) The Inspector General reports to the Chairman, but is
independent of all other Commission management. In addition, the
Inspector General independently prepares semi-annual reports to the
Congress.
(d) With respect to misconduct of Commission employees and
contractors, the Inspector General, after consultation with the Ethics
Counsel, where appropriate, serves as the Commission's liaison with
other federal audit and investigative agencies, such as the Department
of Justice and the Executive Council on Integrity and Efficiency.
(e) Subpoenas issued in the course of an audit or investigation
conducted by the Office of the Inspector General shall be effected by
any method prescribed by Sec. 201.232(a) and (c) of this chapter.
[60 FR 14625, Mar. 20, 1995]
Sec. 200.17 Chief Management Analyst.
The Chief Management Analyst is responsible to the Executive
Director for overseeing the performance of management analysis tasks
which pertain, but are not limited, to:
(a) Agency work methods and procedures;
(b) Effective personnel and resource allocation and utilization;
(c) Organizational structures and delegations of authority;
(d) Management information systems and concepts; and
(e) The preparation of recurring special reports and analyses.
[60 FR 14625, Mar. 20, 1995]
Sec. 200.18 Director of Division of Corporation Finance.
The Director of the Division of Corporation Finance is responsible
to the Commission for the administration of all matters (except those
pertaining to investment companies registered under the Investment
Company Act of 1940) relating to establishing and requiring adherence to
standards of business and financial disclosure with respect to
securities being offered for public sale pursuant to the registration
requirements of the Securities Act of 1933 (15 U.S.C. 77a et seq.) or
the exemptions therefrom; establishing and requiring adherence to
standards of reporting and disclosure with respect to securities traded
on national securities exchanges or required to be registered pursuant
to section 12 (g) of the Securities Exchange Act of 1934 (15 U.S.C.
78l(g)) and with respect to securities whose issuers are required to
file reports pursuant to section 15(d) of that Act (15 U.S.C. 78c(d));
establishing and requiring adherence to disclosure and procedural
standards in the solicitation of proxies for the election of directors
and other corporate actions; establishing and requiring adherence to
standards of disclosure with respect to the filing of statements
respecting beneficial ownership and transaction statements pursuant to
sections 13 (d), (e), and (g) (15 U.S.C. 78m(d), 78m(e), and 78m(g)) of
the Securities Exchange Act of 1934; administering the disclosure and
substantive provisions of the Williams Act relating to tender offers;
and ensuring adherence to enforcement of the standards set forth in the
Trust Indenture Act of 1939 (15 U.S.C. 77aaa et seq.) regarding
indenture covering debt securities. Those duties shall include, with the
exception of enforcement and related activities under the jurisdiction
of the Division of Enforcement, the responsibility to the Commission for
the administration of the disclosure requirements and other provisions
of the Securities Act of 1933, the Securities Exchange Act of 1934, and
the
[[Page 15]]
Trust Indenture Act of 1939, as listed below:
(a) All matters under the Securities Act of 1933 (15 U.S.C. 77a et
seq.) including the examination and processing of material filed
pursuant to the requirements of that Act (except such material filed by
investment companies registered under the Investment Company Act of
1940), the interpretation of the provisions of the Securities Act of
1933, and the proposing to the Commission of rules under that Act.
(b) All matters, except those pertaining to investment companies
registered under the Investment Company Act of 1940, arising under the
Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) in connection
with:
(1) The registration of securities pursuant to section 12 of the Act
(15 U.S.C. 78l), including the exemptive provisions of section 12(h) (15
U.S.C. 78l(h)).
(2) The examination and processing of periodic reports filed
pursuant to sections 13 and 15(d) of the Act (15 U.S.C. 78m, 78o(d)).
(3) The examination and processing of proxy soliciting material
filed pursuant to section 14(a) and information statements filed
pursuant to section 14(c) of the Act (15 U.S.C. 78n(a), 78n(c)).
(4) The examination and processing of statements respecting
beneficial ownership transaction statements and tender offer statements
filed pursuant to sections 13 (d), (e), and (g) and 14 (d), (e), (f),
and (g) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(d),
78m(e), 78m(g), and 78n(d)), and the administration of the other
protective standards of these provisions.
(5) The interpretation of the foregoing provisions of the Act, as
well as Section 16 thereof (15 U.S.C. 78p), and proposing of rules under
those portions of the Act to the Commission.
(c) All matters, except those pertaining to investment companies
registered under the Investment Company Act of 1940, arising under the
Trust Indenture Act of 1939 (15 U.S.C. 77aaa et seq.).
[41 FR 29374, July 16, 1976, as amended at 50 FR 12239, Mar. 28, 1985;
60 FR 14625, Mar. 20, 1995]
Sec. 200.19a Director of the Division of Market Regulation.
The Director of the Division of Market Regulation is responsible to
the Commission for the administration and execution of the Commission's
programs under the Securities Exchange Act of 1934 relating to the
structure and operation of the securities markets and the prevention of
manipulation in the securities markets. These responsibilities include
oversight of the national market system, the national clearance and
settlement system, and self-regulatory organizations, such as the
national securities exchanges, registered securities associations,
clearing agencies, the Municipal Securities Rulemaking Board, and the
Securities Investor Protection Corporation. Duties also include the
registration and regulation of brokers, dealers, municipal securities
dealers, government securities brokers and dealers, transfer agents, and
securities information processors. The functions involved in the
regulation of such entities include reviewing proposed rule changes of
self-regulatory organizations, recommending the adoption and amendment
of Commission rules, responding to interpretive, exemptive, and no-
action requests, and conducting inspections, examinations, and market
surveillance. In addition, the Director shall have the duties specified
below:
(a) Administration of all matters arising under the Securities
Exchange Act of 1934 (15 U.S.C. 78a et seq.), except:
(1) The examination and processing of applications for registration
of securities on national securities exchanges pursuant to section 12 of
the Act (15 U.S.C. 78l).
(2) The examination and processing of periodic reports filed
pursuant to sections 13 and 15(d) of the Act (15 U.S.C. 78m, 78o(d)).
(3) The examination and processing of proxy soliciting material
pursuant to regulations adopted under section 14 of the Act (15 U.S.C.
78n).
(4) The examination and processing of ownership reports filed under
section 16(a) of the Act (15 U.S.C. 78p(a)).
(5) The denial or suspension of registration of securities
registered on national securities exchanges, pursuant
[[Page 16]]
to section 19(a)(2) (15 U.S.C. 78s(a)(2)) by reason of failure to comply
with the reporting requirements of that Act.
(6) The enforcement and related activities under the jurisdiction of
the Division of Enforcement.
(15 U.S.C. 78d, 78d-1, 78d-2, 80a-37)
[37 FR 16792, Aug. 19, 1972, as amended at 43 FR 13376, Mar. 30, 1978;
60 FR 14625, Mar. 20, 1995]
Sec. 200.19b Director of the Division of Enforcement.
The Director of the Division of Enforcement is responsible to the
Commission for supervising and conducting all enforcement activities
under the acts administered by the Commission. The Director recommends
the institution of administrative and injunctive actions arising out of
such enforcement activities and determines the sufficiency of evidence
to support the allegations in any proposed complaint. The Director
supervises the Regional Directors and, in collaboration with the General
Counsel, reviews cases to be recommended to the Department of Justice
for criminal prosecution. The Director grants or denies access to
nonpublic information in the Commission's enforcement files under
Sec. 240.24c-1 of this chapter; provided that access under that section
shall be granted only with the concurrence of the head of the division
or office responsible for the information or the files containing it.
[60 FR 14626, Mar. 20, 1995]
Sec. 200.19c Director of the Office of Compliance Inspections and Examinations.
The Director of the Office of Compliance Inspections and
Examinations (``OCIE'') is responsible for the compliance inspections
and examinations relating to the regulation of exchanges, national
securities associations, clearing agencies, securities information
processors, the Municipal Securities Rulemaking Board, brokers and
dealers, municipal securities dealers, transfer agents, investment
companies, and investment advisers, under Sections 15C(d)(1) and 17(b)
of the Securities Exchange Act of 1934 (15 U.S.C. 78o-5(d)(1) and
78q(b)), Section 31(b) of the Investment Company Act of 1940 (15 U.S.C.
80a-30(b)), and Section 204 of the Investment Advisers Act of 1940 (15
U.S.C. 80b-4).
[60 FR 39644, Aug. 3, 1995]
Sec. 200.20b Director of Division of Investment Management.
The Director of the Division of Investment Management is responsible
to the Commission for the administration of the Commission's
responsibilities under the Investment Company Act of 1940 and the
Investment Advisers Act of 1940, the administration and execution of the
Public Utility Holding Company Act of 1935, and with respect to matters
pertaining to investment companies registered under the Investment
Company Act of 1940 and pooled investment funds or accounts, the
administration of all matters relating to establishing and requiring
adherence to standards of economic and financial reporting and the
administration of fair disclosure and related matters under the
Securities Act of 1933 and the Securities Exchange Act of 1934 and
enforcement of the standards set forth in the Trust Indenture Act of
1939 regarding indentures covering debt securities, as listed in
paragraphs (a) through (e) of this section. These duties shall include
inspections arising in connection with such administration but shall
exclude enforcement and related activities under the jurisdiction of the
Division of Enforcement.
(a) The administration of all matters arising under the Investment
Company Act of 1940 (15 U.S.C. 80a-1 et seq.), except those arising
under section 30(f) of the Act (15 U.S.C. 80a-29(f)).
(b) All matters arising under the Securities Act of 1933 (15 U.S.C.
77a et seq.) arising from or pertaining to material field pursuant to
the requirements of that Act by investment companies registered under
the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.) and pooled
investment funds or accounts.
(c) All matters arising under the Securities Exchange Act of 1934
(15 U.S.C. 78a et seq.), except the examination and processing of
statements of beneficial ownership of securities and changes in such
ownership filed under section 16(a)
[[Page 17]]
(15 U.S.C. 78p(a)) of such Act, pertaining to investment companies
registered under the Investment Company Act of 1940 and pooled
investment funds or accounts in connection with:
(1) The registration of securities pursuant to section 12 of the Act
(15 U.S.C. 78l), including the exemptive provisions of section 12(h) (15
U.S.C. 78l(h)).
(2) The examination and processing of periodic reports filed
pursuant to sections 13 and 15(d) of the Act (15 U.S.C. 78m, 78o(d)).
(3) The examination and processing of proxy soliciting material
filed pursuant to section 14(a) and information material filed pursuant
to section 14(c) of the Act (15 U.S.C. 78n(a), 78n(c)).
(d) All matters pertaining to investment companies registered under
the Investment Company Act of 1940 and pooled investment funds or
accounts arising under the Trust Indenture Act of 1939 (15 U.S.C. 77aaa
et seq.).
(e) All matters arising under the Investment Advisers Act of 1940
(15 U.S.C. 80b-1 et seq.).
(f) The administration and execution of the Public Utility Holding
Company Act of 1935 in connection with:
(1) The administration and processing of proxy solicitation material
subject to Secs. 240.14a-1--240.14a-14 of this chapter.
(2) The examination and processing of ownership reports filed under
section 17(a) of the Act (15 U.S.C. 79q(a)).
[41 FR 29375, July 16, 1976, as amended at 50 FR 5064, Feb. 5, 1985; 60
FR 14626, Mar. 20, 1995]
Sec. 200.20c Office of Filings and Information Services.
The Office of Filings and Information Services is responsible for
the receipt and initial handling of all public documents filed at the
Commission's headquarters office. The initial handling includes
determining acceptability, extracting data for EDP input, calculating
fees, conducting cursory and substantive examinations, assigning filings
to branches and preparing deficiency correspondence. In addition, the
Office is responsible for the custody and control of the Commission's
official records; for the development of plans and implementation of the
Commission's records management program; for authenticating all
documents produced for administrative or judicial proceedings; for
maintaining liaison with the National Archives and Records Service and
other Government agencies with respect to the Commission's records and
its records management program. The Office provides filer-support
services relating to the Commission's EDGAR system and the receipt of
fees and filings for all types of filers, regardless of filing media.
The Office also manages the Commission's public reference facilities to
facilitate public access to electronic filings and ensure that all
information contained in public filings with the Commission is timely
made available to investors.
(Sec. 4(b), 48 Stat. 885, sec. 1106(a), 63 Stat. 972, 15 U.S.C. 78d(b);
secs. 1, 2, 76 Stat. 394, 395, 15 U.S.C. 78d-1, 78d-2; secs. 19, 48
Stat. 85, 908, 15 U.S.C. 77s; sec. 23(a), 48 Stat. 901, sec. 8, 49 Stat.
1379, 15 U.S.C. 78w(a); sec. 20, 49 Stat. 833, 15 U.S.C. 78t; sec. 319,
53 Stat. 1173, 15 U.S.C. 77sss; sec. 38, 54 Stat. 841, 15 U.S.C. 80a-37;
sec. 211, 54 Stat. 855, sec. 14, 74 Stat. 888, 15 U.S.C. 80b-11; sec.
15B, 15 U.S.C. 78o-4(a); sec. 17A, 15 U.S.C. 78q-1 (c)(2); 11 U.S.C.
901, 1109(a))
[43 FR 13376, Mar. 30, 1978, as amended at 49 FR 12685, Mar. 30, 1984;
60 FR 14626, Mar. 20, 1995]
Sec. 200.21 The General Counsel.
(a) The General Counsel is the chief legal officer of the
Commission. He or she is responsible for the representation of the
Commission in judicial proceedings in which it is involved as a party or
as amicus curiae, for directing and supervising all civil litigation
involving the Commission in the United States District Courts, except
for law enforcement actions filed on behalf of the Commission, for
directing and supervising the Commission's responsibilities under the
Bankruptcy Code and all related litigation, and for representing the
Commission in all cases in appellate courts. The General Counsel is
responsible for the review of cases which the Division of Enforcement
recommends be referred to the Department of Justice with a
recommendation for criminal prosecution. In addition, he or she is
responsible for advising the Commission at its request or at the request
of any division director or office head, or on his or her own motion,
with respect to interpretations
[[Page 18]]
involving questions of law; for the conduct of administrative
proceedings relating to the disqualification of lawyers from practice
before the Commission; for the preparation of the Commission comments to
the Congress on pending legislation; and for the drafting, in
conjunction with appropriate divisions and offices, of legislative
proposals to be sponsored by the Commission. The General Counsel is also
responsible for the review and clearance of the form and content of
articles, treatises, and prepared speeches and addresses by members of
the staff relating to the Commission or to the statutes and rules
administered by the Commission. He or she is responsible (with the
Associate Executive Director of the Office of Administrative and
Personnel Management) for administering the Commission's Ethics Program,
and (with the Ethics Counsel) for interpreting subpart M of this part
and 5 CFR part 2635. He or she serves as Counselor to the Commission and
its staff with regard to ethical and conflicts of interest questions and
acts as the Commission's liaison on such matters with the Office of
Administrative and Personnel Management, the Office of the Inspector
General and the Department of Justice. The General Counsel also is
responsible for coordinating and reviewing the interpretive positions of
the various divisions and offices. In addition, he or she is responsible
for appropriate disposition of all Freedom of Information Act and
Privacy Act appeals pursuant to the authority delegated in Sec. 200.30-
14 of this chapter, and is the Commission's advisor with respect to
legal problems arising under the Freedom of Information Act, the Privacy
Act, the Federal Reports Act, the Federal Advisory Committee Act, the
Civil Service laws and regulations, the statutes and rules applicable to
the Commission's procurement, contracting, fiscal and related
administrative activities, and other statutes and regulations of a
similar nature applicable to a number of Government agencies.
(b) The General Counsel is also responsible for assisting members of
the Commission in the preparation of the opinions of the Commission, and
to the Commission for the preparation of opinions and decisions on
motions and certifications of questions and rulings by administrative
law judges in the course of administrative law proceedings, except (1)
in cases where, pursuant to a waiver by the parties of separation of
function requirements, another Division or Office of the Commission's
staff undertakes to prepare an opinion or decision, in which cases the
General Counsel may assist in such preparation, and (2) with respect to
administrative proceedings against lawyers under Rule 2(e) of the
Commission's Rules of Practice (Sec. 201.2(e) of this chapter) or other
cases in which the Chairman or the General Counsel has determined that
separation of function requirements or other circumstances would make
inappropriate the exercise of such functions by the General Counsel. In
the cases described in clause (2), the Executive Assistant to the
Chairman exercises such functions. The General Counsel deals with
general problems arising under the Administrative Procedure Act,
including the revision or adoption of rules of practice. The General
Counsel is also responsible for the exercise of such review functions
with respect to adjudicatory matters as are delegated to him or her by
the Commission pursuant to 101 Stat. 1254 (15 U.S.C. 78d-1, 78d-2) or as
may be otherwise delegated or assigned to him or her.
(c) The General Counsel also is responsible to the Commission for
the administration of the Government in the Sunshine Act for publicly
certifying, pursuant to Sec. 200.406, that, in his or her opinion,
particular Commission meetings may properly be closed to the public. In
the absence of the General Counsel, the Solicitor to the Commission
shall be deemed the General Counsel for purposes of Sec. 200.406. In the
absence of the General Counsel and the Solicitor, the most senior
Associate General Counsel available shall be deemed the General Counsel
for purposes of Sec. 200.406. In the absence of the General Counsel, the
Solicitor, and every Associate General Counsel, the most senior
Assistant General Counsel available shall be deemed the General Counsel
for purposes of Sec. 200.406. In the absence of the General Counsel, the
Solicitor, every Associate General Counsel and
[[Page 19]]
every Assistant General Counsel, such attorneys as the General Counsel
may designate (in such order of succession as the General Counsel
directs) shall exercise the responsibilities imposed by Sec. 200.406.
[43 FR 13376, Mar. 30, 1978, as amended at 47 FR 26821, June 22, 1982;
47 FR 37077, Aug. 25, 1982; 49 FR 12685, Mar. 30, 1984; 49 FR 13866,
Apr. 9, 1984; 50 FR 12240, Mar. 28, 1985; 54 FR 18100, Apr. 27, 1989; 54
FR 24331, June 7, 1989; 60 FR 14626, Mar. 20, 1995]
Sec. 200.21a The Ethics Counsel.
(a) The Ethics Counsel within the Office of the General Counsel of
the Commission shall oversee compliance with subpart M of this part and
5 CFR part 2635. When appropriate and subject to the authority of, and
in consultation with, the Inspector General, the Ethics Counsel shall
inquire into alleged violations of subparts C, F, and M of this part,
and 5 CFR part 2635.
(b) Subject to the oversight of the General Counsel or his or her
delegate, the Ethics Counsel shall:
(1) Receive and review allegations of misconduct by a Commission
employee.
(2) Refer matters involving management questions to Division
Directors, Office Heads, District Administrators, or Regional Directors,
and matters involving alleged or apparent employee misconduct to the
Office of the Inspector General, except for matters involving alleged
professional misconduct ultimately referable to state professional
boards or societies.
(3) Refer complaints that appear to involve a violation of Federal
criminal statutes, and do not appear to be frivolous, to the Inspector
General for referral to the Department of Justice under 28 U.S.C. 535.
(4) Act as liaison with the Office of the Inspector General on
matters that the Ethics Counsel has referred to that Office, and with
state or local authorities on matters that, on occasion, the Ethics
Counsel may refer to them.
(5) Arrange for the review of proposed publications and prepared
speeches under Sec. 200.735-4(e).
(6) Provide advice, counseling, interpretations, and opinions with
respect to subparts C, F, and M of this part, and 5 CFR part 2635.
(7) Oversee investigations and refer findings of professional
misconduct to state professional boards or societies.
(8) Draft rules and regulations as necessary to implement the
Commission's Ethics Program.
[60 FR 14626, Mar. 20, 1995]
Sec. 200.22 The Chief Accountant.
The Chief Accountant of the Commission is the principal adviser to
the Commission on, and is responsible to the Commission for, all
accounting and auditing matters arising in the administration of the
federal securities laws. The Chief Accountant oversees the accounting
profession's standard-setting and self-regulatory organizations,
develops or supervises the development of accounting and auditing rules,
regulations, opinions and policy, and interprets Commission accounting
policy and positions. The Chief Accountant is responsible for
recommending the institution of administrative and disciplinary
proceedings relating to the disqualification of accountants to practice
before the Commission. The Chief Accountant supervises the procedures to
be followed in the Commission's enforcement activities involving
accounting and auditing issues and helps resolve differences on
accounting issues between registrants and the Commission staff.
[60 FR 14626, Mar. 20, 1995]
Sec. 200.23a Office of Economic Analysis.
The Office of Economic Analysis is responsible for providing an
objective economic perspective to understand and evaluate the economic
dimension of the Commission's regulatory oversight. It performs economic
analyses of proposed rule changes, current or proposed policies, and
capital market developments and offers advice on the basis of these
analyses. The Office also assists the Commission's enforcement effort by
applying economic analysis and statistical tools to issues raised in
enforcement cases. It reviews certifications and initial and final
regulatory flexibility analyses prepared by the operating divisions
under the Regulatory Flexibility Act.
[60 FR 14627, Mar. 20, 1995]
[[Page 20]]
Sec. 200.23b [Reserved]
Sec. 200.24 Office of the Comptroller.
This Office, under the direction of the Associate Executive Director
of the Office of the Comptroller, is responsible to the Executive
Director, Chairman and Commission for the internal financial management
and programming functions of the Securities and Exchange Commission.
These functions include: budgeting, accounting, payroll and
adminstrative audit. The Associate Executive Director of the Office of
the Comptroller, and his or her designees, serve as liaison to the
Commission before the Office of Management and Budget and Congressional
Appropriations Committees on appropriation matters, and the Treasury
Department and the General Accounting Office on financial and progamming
matters.
(11 U.S.C. 901, 1109(a))
[49 FR 12685, Mar. 30, 1984, as amended at 60 FR 14627, Mar. 20, 1995]
Sec. 200.24a Director of the Office of Consumer Affairs.
The Director of the Office of Consumer Affairs is responsible to the
Chairman for the Commission's investor education and consumer protection
program. The program includes, but is not limited to:
(a) Presenting seminars and instructional programs to educate
investors about the securities markets and their rights as investors;
preparing and distributing to the public materials describing the
operations of the securities markets, prudent investor behavior, and the
rights of investors in disputes they may have with individuals and
entities regulated by the Commission; and increasing public knowledge of
the functions of the Commission.
(b) Implementing and administering a nationwide system for resolving
investor complaints against individuals and entities regulated by the
Commission by processing complaints received from individual investors
and assuring that regulated individual and entities process and respond
to such complaints.
(c) Providing information to investors who inquire about individuals
and entities regulated by the Commission, the operation of the
securities markets, or the functions of the Commission.
(d) Advising the Commission and its staff about problems frequently
encountered by investors and possible solutions to them.
(e) Transmitting to other offices and divisions of the Commission
information provided by investors which concerns the responsibilities of
these offices and divisions.
(f) Providing for greater consumer input in Commission rulemaking
proceedings.
[60 FR 14627, Mar. 20, 1995]
Sec. 200.25 Office of Administrative and Personnel Management.
(a) The Office of Administrative and Personnel Management (OAPM) is
responsible for providing a wide variety of programs for human
resources, office services, and other administrative and management
services for the Commission. The Associate Executive Director of the
Office of Administrative and Personnel Management is responsible to the
Executive Director and the Chairman of the Commission for developing and
executing these programs.
(b) OAPM develops, implements, and evaluates the Commission's
programs for human resources and personnel management, such as position
management and pay administration; recruitment, placement, and staffing;
performance management and employee recognition; employee training and
career development; employee and labor relations; personnel management
evaluation; employee benefits and counseling; and the processing and
maintenance of employee records. OAPM administers the Ethics Program,
and helps the Office of the Executive Director manage the Senior
Executive Service Program. It reviews requests, recommendations, and
justifications for certain awards, recruitment and relocation bonuses,
retention allowances, special salary rates, and other personnel
compensation or benefit determinations for sufficiency and compliance
with law, regulations, and Commission policy. OAPM develops and executes
programs for office services,
[[Page 21]]
such as telecommunications; procurement and contracting; property
management; contract and lease administration; space acquisition and
management; management of official vehicles; safety programs; emergency
preparedness plans; physical security; mail receipt and distribution;
and publications, printing, and desktop publishing.
(c) With respect to human resources management, the Associate
Executive Director of the Office of Administrative and Personnel
Management is the Commission's liaison with the Office of Personnel
Management, other agencies, professional organizations, educational
institutions, and private industry. He or she is also the Printing
Liaison with the Joint Committee on Printing, and the Contract Officer.
[60 FR 14627, Mar. 20, 1995]
Sec. 200.26 [Reserved]
Sec. 200.26a Office of Information Technology.
The Office of Information Technology is responsible for the
analysis, design programming, operation, and maintenance of all ADP
systems; developing and implementing long-range ADP plans and programs;
coordinating all ADP and systems analysis activities being considered or
carried out by other divisions and offices, and furnishing such
organizations with appropriate assistance and support; providing
technical advice to the staff in connection with development of
Commission rules and regulations having ADP implications; facilitating
the Commission's surveillance of ADP in the securities industry;
evaluating and recommending new information processing concepts and
capabilities for application within the Commission; and, development of
microcomputer and office automation capabilities and support within the
Commission.
(15 U.S.C. 78d-1, 78d-2; 11 U.S.C. 901, 1109(a))
[43 FR 13377, Mar. 30, 1978, as amended at 49 FR 12685, Mar. 30, 1984;
60 FR 14627, Mar. 20, 1995]
Sec. 200.27 The Regional Directors.
Each Regional Director is responsible for executing the Commission's
programs within his geographic region as set forth below, subject to
review by the Director of the Division of Enforcement and policy
direction and review by the other Division Directors, the General
Counsel, and the Chief Accountant. The Regional Directors
responsibilities include particularly the investigation of transactions
in securities on national securities exchanges, in the over-the-counter
market, and in distribution to the public; the examination of members of
national securities exchanges and registered brokers and dealers,
transfer agents, investment advisers and investment companies including
the examination of reports filed under Sec. 240.17a-5 of this chapter;
the examination and processing of filings under Secs. 230.251 to 230.264
of this chapter issued pursuant to section 3(b) of the Securities Act of
1933; the examination and processing of filings under Sec. 239.28 of
this chapter and any related filings under the Trust Indenture Act of
1939; the prosecution of injunctive actions in U.S. District Courts and
administrative proceedings before Administrative Law Judges; the
rendering of assistance to U.S. Attorneys in criminal cases; and the
making of the Commission's facilities more readily available to the
public in that region. In addition, the Northeast Regional Director is
responsible for the Commission's participation in cases under chapters 9
and 11 of the Bankruptcy Code in the Northeast Region, excepting
Delaware, District of Columbia, Maryland, Virginia, and West Virginia;
the Southeast Regional Director is responsible for such participation in
the Southeast Region, as well as Delaware, District of Columbia,
Maryland, Virginia, and West Virginia; the Midwest Regional Director is
responsible for such participation in the Midwest and Central Regions,
excepting Utah;
[[Page 22]]
and the Pacific Regional Director is responsible for such participation
in the Pacific Region and Utah.
(15 U.S.C. 77u, 78d, 78d-1; secs. 6, 7, 8, 10, 19(a), 48 Stat. 78, 79,
81, 85; secs. 205, 209, 48 Stat. 906, 908; sec. 301, 54 Stat. 857; sec.
8, 68 Stat. 685; sec. 1, 79 Stat. 1051; sec. 308(a)(2), 90 Stat. 57;
secs. 13, 15(d), 23(a), 48 Stat. 894, 895, 90k; sec. 203(a), 49 Stat.
704; secs. 3, 8, 49 Stat. 1377, 1379; secs. 4, 6, 10, 78 Stat. 569, 570-
574, 580; sec. 2, 82 Stat. 454; secs. 1, 2, 84 Stat. 1497; secs. 10, 18,
89 Stat. 119, 155; sec. 308(b), 90 Stat. 57; (15 U.S.C. 77f, 77g, 77h,
77j, 77s(a), 78m, 78o(d), 78w(a)); 11 U.S.C. 901, 1109(a))
[37 FR 23826, Nov. 9, 1972, as amended at 44 FR 21566, Apr. 10, 1979; 49
FR 12685, Mar. 30, 1984; 50 FR 12240, Mar. 28, 1985; 59 FR 5943, Feb. 9,
1994; 60 FR 14627, Mar. 20, 1995]
Sec. 200.27a The District Administrators.
Each District Administrator is responsible for executing the
Commission's programs as set forth below, subject to review by the
appropriate Regional Director and policy direction and review by the
relevant Division Directors, the General Counsel, and the Chief
Accountant in Washington, DC. The District Administrators'
responsibilities include particularly the investigation of transactions
in securities on national securities exchanges, in the over-the-counter
market, and in distribution to the public; the examination of members of
national securities exchanges and registered brokers and dealers,
transfer agents, investment advisers and investment companies including
the examination of reports filed under Sec. 240.17a-5 of this chapter;
the prosecution of injunctive actions in U.S. District Courts and
administrative proceedings before Administrative Law Judges; the
rendering of assistance to U.S. Attorneys in criminal cases; and the
making of the Commission's facilities more readily available to the
public in that district.
[59 FR 5943, Feb. 9, 1994]
Sec. 200.28 Issuance of instructions.
(a) Within the spheres of responsibilities heretofore set forth,
Division and Office Heads, and all Regional Administrators may issue
such definitive instructions as may be necessary pursuant to this
section.
(b) All existing procedures and authorizations not inconsistent with
this section shall continue in effect until and unless modified by
definitive instructions issued pursuant to this paragraph.
Sec. 200.29 Rules.
The individual operating divisions shall have the initial
responsibility for proposing amendments to existing rules or new rules
under the statutory provisions within the jurisdiction of the particular
division. Where any such proposals presents a legal problem or is a
matter of first impression, or involves a matter of enforcement policy
or questions involving statutes other than those administered by the
Commission, or may have an effect on prior judicial precedent or pending
litigation, submission of the proposal should be made to the Office of
the General Counsel for an expression of opinion prior to presentation
of the matter to the Commission.
Sec. 200.30-1 Delegation of authority to Director of Division of Corporation Finance.
Pursuant to the provisions of Pub. L., No. 87-592, 76 Stat. 394 (15
U.S.C. 78d-1, 78d-2), the Securities and Exchange Commission hereby
delegates, until the Commission orders otherwise, the following
functions to the Director of the Division of Corporation Finance, to be
performed by him or under his direction by such person or persons as may
be designated from time to time by the Chairman of the Commission:
(a) With respect to registration of securities pursuant to the
Securities Act of 1933 (15 U.S.C. 77a et seq.), and Regulation C
thereunder (Sec. 230.400 et seq. of this chapter):
(1) To determine the effective dates of amendments to registration
statements filed pursuant to section 8(c) of the Act (15 U.S.C. 77h(c)).
(2) To consent to the withdrawal of registration statements or
amendments or exhibits thereto, pursuant to Rule 477 (Sec. 230.477 of
this chapter), and to issue orders declaring registration statements
abandoned, pursuant to Rule 479 (Sec. 230.479 of this chapter).
(3) To grant applications for confidential treatment of contract
provisions pursuant to Rule 406 (Sec. 230.406 of this chapter) under the
Act; to issue
[[Page 23]]
orders scheduling hearings on such applications and to deny any such
application as to which the applicant waives his right to a hearing,
provided such applicant is advised of his right to have such denial
reviewed by the Commission.
(4) To accelerate the use or publication of any summary prospectus
filed with the Commission pursuant to section 10(b) of the Act (15
U.S.C. 77j(b)) and Rule 431(g) (Sec. 230.431(g) of this chapter)
thereunder.
(5) To take the following action pursuant to section 8(a) of the Act
(15 U.S.C. 77h(a)):
(i) To determine registration statements to be effective within
shorter periods of time than 20 days after the filing thereof;
(ii) To consent to the filing of amendments prior to the effective
dates of registration statements as part thereof, or to determine that
amendments filed prior to the effective dates of registration statements
have been filed pursuant to orders of the Commission, so as to be
treated as parts of the registration statements for the purpose of
section 8(a) of the Act (15 U.S.C. 77h(a));
(iii) To determine to be effective applications for qualification of
trust indentures filed with registration statements.
(6) Pursuant to instructions as to financial statements contained in
forms adopted under the Act:
(i) To permit the omission of one or more financial statements
therein required or the filing in substitution therefor of appropriate
statements of comparable character, or
(ii) To require the filing of other financial statements in addition
to, or in substitution for, the statements therein required.
(7) Acting pursuant to section 4(3) of the Act (15 U.S.C. 77d(3)) or
Rule 174 thereunder (Sec. 230.174 of this chapter), to reduce the 40-day
period or the 90-day period with respect to transactions referred to in
section 4(3)(b) of the Act (15 U.S.C. 77d(3)(B)).
(8) To act on applications to dispense with any written consents of
an expert pursuant to Rule 437 (Sec. 230.437 of this chapter).
(b) With respect to the Securities Act of 1933 (15 U.S.C. 77a et
seq.) and Regulation A thereunder (Sec. 230.251 et seq. of this
chapter):
(1) to authorize the granting of applications under Rule 262
(Sec. 230.262 of this chapter) upon a showing of good cause that it is
not necessary under the circumstances that an exemption under Regulation
A be denied;
(2) to authorize the issuance of orders qualifying offering
statements pursuant to Rule 252(g) (Sec. 230.252(g) of this chapter);
and
(3) to issue orders declaring offering statements withdrawn or
abandoned pursuant to Rule 259 (Sec. 230.259 of this chapter).
(c) With respect to the Securities Act of 1933 (15 U.S.C. 77a et
seq.) and Regulation D thereunder (Sec. 230.501 et seq. of this
chapter), to authorize the granting of applications under Rule
505(b)(2)(iii)(C), (Sec. 230.505(b)(2)(iii)(C) of this chapter) and
under Rule 507(b) (Sec. 230.507(b) of this chapter) upon the showing of
good cause that it is not necessary under the circumstances that the
exemption under Regulation D be denied.
(d) With respect to the Trust Indenture Act of 1939 (15 U.S.C. 77aaa
et seq.):
(1) To determine to be effective prior to the 20th day after filing
thereof applications for qualification of indentures filed on Form T-3
(Sec. 269.3 of this chapter) pursuant to section 307 of the Act (15
U.S.C. 77ggg), and Rule 7a-1 thereunder (Sec. 260.7a-1 of this chapter);
(2) To authorize the issuance of orders exempting certain securities
from the Act under sections 304(c) and (d) thereof (15 U.S.C. 77ddd(c)
and 77ddd(d)) and Sec. 260.4c-1 and Sec. 260.4d-7 of this chapter.
(3) In cases in which opportunity for hearing is waived, to
authorize the issuance of orders determining that a trusteeship under an
indenture to be qualified and another indenture is not so likely to
involve a material conflict of interest as to make it necessary to
disqualify the trustee pursuant to section 310(b)(1)(ii) of the Act (15
U.S.C. 77jjj(b)(1)(ii)) and Rule 10b-2 thereunder (Sec. 260.10b-2 of
this chapter).
(4) To authorize the issuance of orders exempting any person,
registration statement, indenture, security or
[[Page 24]]
transaction, or any class or classes of persons, registration
statements, indentures, securities, or transactions from the
requirements of one or more provisions of the Act pursuant to section
304(d) of the Act (15 U.S.C. 77ddd(d)) and rule 4d-7 thereunder (17 CFR
260.4d-7 of this chapter).
(5) To determine to be effective prior to the 10th day after filing
thereof an application for determining the eligibility under section
310(a) of the Act of a person designated as trustee for delayed
offerings of debt securities under the Securities Act pursuant to
section 305(b)(2) of the Act and rule 5b-1 [17 CFR 260.5b-1 of this
chapter] thereunder.
(6) To authorize the issuance of an order permitting a foreign
person to act as sole trustee under qualified indentures under section
310(a) of the Act (15 U.S.C. 77jjj(a)) and Sec. 260.10a-1 through
Sec. 260.10a-5 of this chapter.
(7) To issue notices with respect to applications for, and authorize
the issuance of orders granting, a stay of a trustee's duty to resign
pursuant to section 310(b) of the Act and Rule 10b-4 [17 CFR 260.10b-4
of this chapter] thereunder.
(e) With respect to the Securities Exchange Act of 1934 (15 U.S.C.
78a et seq.):
(1) To determine to be effective applications for registration of
securities on a national securities exchange prior to 30 days after
receipt of a certification pursuant to section 12(d) of the Act (15
U.S.C. 78l(d));
(2) Pursuant to instructions as to financial statements contained in
forms adopted under the Act:
(i) To extend the time for filing or to permit the ommission of one
or more financial statements therein required or the filing in
substitution therefor of appropriate statements of comparable character.
(ii) To require the filing of other financial statements in addition
to, or in substitution for, the statements therein required;
(3)(i) To grant and deny applications for confidential treatment
filed pursuant to section 24(b) of the Act (15 U.S.C. 78x(b)) and Rule
24b-2 thereunder (Sec. 240.24b-2 of this chapter);
(ii) To revoke a grant of any such application for confidential
treatment.
(4) To authorize the use of forms of proxies, proxy statements, or
other soliciting material within periods of time less than that
prescribed in Secs. 240.14a-6, 240.14a-8(d), and 240.14a-11 of this
chapter; to authorize the filing of information statements within
periods of time less than that prescribed in Sec. 240.14c-5a of this
chapter; and to authorize the filing of information under Sec. 240.14f-1
of this chapter within periods of time less than that prescribed
therein.
(5) To grant or deny applications filed pursuant to section 12(g)(1)
of the Act (15 U.S.C. 78l(g)(1)) for extensions of time within which to
file registration statements pursuant to that section, provided the
applicant is advised of his right to have any such denial reviewed by
the Commission.
(6) To accelerate at the request of the issuer the effective date of
registration statements filed pursuant to section 12(g) of the Act (15
U.S.C. 78l(g)).
(7) To issue notices of applications for exemptions and to grant
exemptions under section 12(h) of the Act (15 U.S.C. 78l(h)).
(8) At the request of the issuer to accelerate the termination of
registration of any class of equity securities as provided in section
12(g)(4) of the Act (15 U.S.C. 78l(g)(4)) or as provided in
Sec. 240.12g-4(a) of this chapter.
(9) Upon receipt of a notification from the Secretary of the
Treasury designating a security for exemption pursuant to section
3(a)(12), to issue public releases announcing such designation.
(10) To issue public releases listing those foreign issuers which
appear to be current in submitting the information specified in Rule
12g3-2(b) (Sec. 240.12g3-2(b)).
(11) To grant exemptions from Rule 14d-10 (Sec. 240.14d-10 of this
chapter) pursuant to Rule 14d-10(e) (Sec. 240.14d-10(e) of this chapter.
(12) To grant an exemption from Sec. 240.14b-2(b) or Sec. 240.14b-
2(c), or both, of this chapter.
(13) To determine with respect to a tender or exchange offer
otherwise eligible to be made pursuant to rule 14d-1(b) (Sec. 240.14d-
1(b) of this chapter) whether, in light of any exemptive
[[Page 25]]
order granted by a Canadian federal, provincial or territorial
regulatory authority, application of certain or all of the provisions of
sections 14(d)(1) through 14(d)(7) of the Exchange Act, Regulation 14D
and Schedules 14D-1 and 14D-9 thereunder, and rule 14e-1 of Regulation
14E, to such offer is necessary or appropriate in the public interest.
(14) To administer the provisions of Sec. 240.24c-1 of this chapter;
provided that access to nonpublic information as defined in such section
shall be provided only with the concurrence of the head of the
Commission division or office responsible for such information or the
files containing such information.
(15) To administer the provisions of Section 24(d) of the Act (15
U.S.C. 78x(d)).
(16) To grant requests for exemptions from:
(i) Tender offer provisions of sections 13(e) and 14(d)(1) through
14(d)(7) of the Act (15 U.S.C. 78m(e) and 78n(d)(1) through 78n(d)(7)),
Rule 13e-3 (Sec. 240.13e-3 of this chapter) and Rule 13e-4
(Sec. 240.13e-4 of this chapter), Regulation 14D (Secs. 240.14d-1
through 240.14d-11 of this chapter) and Schedules 13E-3, TO, and 14D-9
(Secs. 240.13e-100, 240.14d-100 and 240.14d-101 of this chapter)
thereunder, pursuant to Sections 14(d)(5), 14(d)(8)(C) and 36(a) of the
Act (15 U.S.C. 78n(d)(5), 78(d)(8)(C), and 78mm(a)); and
(ii) The tender offer provisions of Rules 14e-1, 14e-2 and 14e-5 of
Regulation 14E (Secs. 240.14e-1, 240.14e-2 and 240.14e-5 of this
chapter) pursuant to section 36(a) of the Act (15 U.S.C. 78mm(a)).
(f) Notwithstanding anything in the foregoing:
(1) Matters arising under the Investment Company Act of 1940 (15
U.S.C. 80a-1 et seq.), the Securities Act of 1933 (15 U.S.C. 77a et
seq.), the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) and
the Trust Indenture Act of 1939 (15 U.S.C. 77aaa et seq.) pertaining to
investment companies registered under the Investment Company Act of 1940
are not within the scope of the functions delegated to the Director of
the Division of Corporation Finance, except those arising under section
30(f) of the Investment Company Act of 1940 (15 U.S.C. 80a-29(f));
(2) In any case in which the Director of the Division of Corporation
Finance believes it appropriate, he may submit the matter to the
Commission.
(g) With respect to the Securities Act of 1933 (15 U.S.C. 77a et
seq.) and Rule 701 thereunder (Sec. 230.701 of this chapter), to
authorize the granting of applications under Rule 703(b)
(Sec. 230.703(b) of this chapter) upon a showing of good cause that it
is not necessary under the circumstances that an exemption under Rule
701 be denied.
(h) With respect to the Securities Act of 1933 (15 U.S.C. 77a et
seq.) and Rule 144A thereunder (Sec. 230.144A of this chapter), taking
into account then-existing market practices, to designate any securities
or classes of securities to be securities that will not be deemed ``of
the same class as securities listed on a national securities exchange or
quoted in a U.S. automated inter-dealer quotation system'' within the
meaning of Rule 144A(d)(3)(i) (Sec. 230.144A(d)(3)(i) of this chapter).
(i) With respect to the Securities Act of 1933 (15 U.S.C. 77a et
seq.) and Regulation S thereunder (Sec. 230.901 et seq. of this
chapter), and in consultation with the Director of the Division of
Market Regulation, to designate any foreign securities exchange or non-
exchange market as a ``designated offshore securities market'' within
the meaning of Rule 902(a) (Sec. 230.902(a) of this chapter).
(j) With respect to the Securities Act of 1933 (15 U.S.C. 77a et
seq.), the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.), the
Trust Indenture Act of 1939 (15 U.S.C. 77aaa et seq.), and Regulation S-
T thereunder (part 232 of this chapter), to grant or deny a request
submitted pursuant to Rule 13(b) of Regulation S-T (Sec. 232.13(b) of
this chapter) to adjust the filing date of an electronic filing.
(k) With respect to the Securities Act of 1933 (15 U.S.C. 77a et
seq.), the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.), the
Trust Indenture Act of 1939 (15 U.S.C. 77aaa et seq.), and Regulation S-
T thereunder (part 232 of this chapter), to set the terms of, and grant
or deny as appropriate, continuing hardship exemptions, pursuant to Rule
202 of Regulation S-T, (Sec. 232.202 of this
[[Page 26]]
chapter), from the electronic submission requirements of Regulation S-T
(part 232 of this chapter).
[41 FR 29375, July 16, 1976]
Editorial Note: For Federal Register citations affecting
Sec. 200.30-1 see the List of CFR Sections Affected, which appears in
the Finding Aids section of the printed volume and on GPO Access.
Sec. 200.30-3 Delegation of authority to Director of Division of Market Regulation.
Pursuant to the provisions of Pub. L. 87-592, 76 Stat. 394, 15
U.S.C. 78d-1, 78d-2), the Securities and Exchange Commission hereby
delegates, until the Commission orders otherwise, the following
functions to the Director of the Division of Market Regulation to be
performed by him or under his direction by such person or persons as may
be designated from time to time by the Chairman of the Commission:
(a) With respect to the Securities Exchange Act of 1934 (15 U.S.C.
78a et seq.):
(1) To approve the withdrawal or striking from listing and
registration of securities registered on any national securities
exchange pursuant to section 12(d) of the Act (15 U.S.C. 78l(d)) and
Rules 12d2-1 and 12d2-2 thereunder (Secs. 240.12d2-1 and 240.12d2-2 of
this chapter);
(2) To extend unlisted trading privileges and to deny applications
for unlisted trading privileges by national securities exchanges
pursuant to section 12(f)(2) of the Act, 15 U.S.C. 78l(f)(2), and Rule
12f-1 thereunder, 17 CFR 240.12f-1, provided that any applicant exchange
denied unlisted trading privileges is advised of its right to have such
denial reviewed by the Commission.
(3) Pursuant to section 15(b) of the Act (15 U.S.C. 78o(b)):
(i) To authorize the issuance of orders granting registration of
brokers or dealers within forty-five days of the filing of an
application for registration as a broker or dealer (or within such
longer period as to which the applicant consents);
(ii) To authorize the issuance of orders canceling registrations of
brokers or dealers, or pending applications for registration, if such
brokers or dealers or applicants for registration are no longer in
existence or have ceased to do business as brokers or dealers;
(4) Pursuant to Rule 19h-1 (Sec. 240.19h-1 of this chapter):
(i) To grant applications with respect to membership in, association
with a member of, or participation in, a self-regulatory organization
and for other relief as to persons who are subject to an applicable
disqualification where such relationships or other relief have been
approved or recommended by a self-regulatory organization;
(ii) To extend the time for Commission consideration of notices for
admission to membership or participation in a self-regulatory
organization or association with a member of persons subject to a
statutory disqualification pursuant to paragraph (a)(7) of that rule.
(5) Pursuant to Rule 17a-5(1)(3) (Sec. 240.17a-5(1)(3) of this
chapter), to consider applications, by brokers and dealers for
exemptions from, and extension of time within which to file, reports
required by Rule 17a-5 (Sec. 240.17a-5 of this chapter), and to grant,
and to authorize the issuance of orders denying, such applications
provided such applicant is advised of his right to have such denial
reviewed by the Commission.
(6) Pursuant to Rules 14e-4(c), 14e-5(d), and 15c2-11(h)
(Secs. 240.14e-4(c), 240.14e-5(d), and 240.15c2-11(h) of this chapter),
and Rules 101(d), 102(e), 104(j), and 105(c) of Regulation M
(Secs. 242.101(d), 242.102(e), 242.104(j), and 242.105(c) of this
chapter), to grant requests for exemptions from Rules 14e-4, 14e-5, and
15c2-11 (Secs. 240.14e-4, 240.14e-5, and 240.15c2-11 of this chapter),
and Rules 101, 102, 104, and 105 of Regulation M (Secs. 242.101,
242.102, 242.104, and 242.105 of this chapter).
(7) Pursuant to Rule 15c3-1 (Sec. 240.15c3-1 of this chapter):
(i) To approve lesser equity requirements in specialist or market
maker accounts pursuant to Rule 15c3-1(a)(6)(iii)(E) (Sec. 240.15c3-
1(a)(6)(iii)(E) of this chapter);
(ii) To grant exemptions from Rule 15c3-1 (Sec. 240.15c3-1 of this
chapter) pursuant to Rule 15c3-1(b)(3) (Sec. 240.15c3-1(b)(3) of this
chapter);
(iii) To grant temporary exemptions upon specified terms and
conditions from the debt equity requirements of
[[Page 27]]
Rule 15c3-1(d)(Sec. 240.15c3-1(d) of this chapter);
(iv) To approve a change in election of the alternative capital
requirement pursuant to Rule 15c3-1(f)(1) (i) and (ii) (Sec. 240.15c3-
1(f)(1) (i) and (ii) of this chapter); and
(v) To review applications of OTC derivatives dealers filed pursuant
to Appendix F of Sec. 240.15c3-1f of this chapter, and to grant or deny
such applications in full or in part.
(8) Pursuant to Rule 17a-10(d) (Sec. 240.17a-10(d) of this chapter),
to consider applications by broker-dealers for extensions of time in
which to file reports required by Rule 17a-10(Sec. 240.17a-10 of this
chapter), and to grant, and to authorize the issuance of orders denying,
such applications provided such applicant is advised of his right to
have such denial reviewed by the Commission. Any extension granted shall
not be for more than 150 days after the close of the calendar year for
which the report on Form X-17A-10 (Sec. 249.618 of this chapter) is
made.
(9) Pursuant to Rule 10b-17(b)(2) (Sec. 240.10b-17(b)(2) of this
chapter), to review applications of various issuers for exemption from
the notice requirements of Rule 10b-17 (Sec. 240.10b-17 of this chapter)
and to grant or deny such applications, with authority to issue orders
granting and denying same, provided each applicant is advised of his
right to have a denial reviewed by the Commission.
(10) Pursuant to Rule 15c3-3 (Sec. 240.15c3-3 of this chapter) to
find and designate as control locations for purposes of Rule 15c3-
3(c)(7) (Sec. 240.15c3-3(c)(7) of this chapter) certain broker-dealer
accounts which are adequate for the protection of customer securities.
(11) [Reserved]
(12) Pursuant to Rule 19b-4 (Sec. 240.19b-4) of this chapter, to
publish notices of proposed rule changes filed by self-regulatory
organizations and to approve such proposed rule changes.
(13) Pursuant to section 15B(a) of the Act [15 U.S.C. 78o-4(a)], to
authorize the issuance of orders granting registration of municipal
securities dealers within forty-five days of the filing of an
application for registration as a municipal securities dealer (or within
such longer period as to which the applicant consents).
(14) Pursuant to section 17A(c)(2) of the Act (15 U.S.C. 78q-
1(c)(2)), to authorize the issuance of orders accelerating registration
of transfer agents for which the Commission is the appropriate
regulatory agency before the expiration of thirty days following the
dates on which applications for registration as a transfer agent are
filed.
(15) Pursuant to Rule 10a-1(f) [Sec. 240.10a-1(f)] to grant requests
for exemptions from Rule 10a-1;
(16) Pursuant to sections 17A(b)(1), 17A(b)(2) and 19(a) of the Act
(15 U.S.C. 78q-1(b)(1), 78q-1(b)(2) and 78s(a)), to publish notice of
the filing of applications for registration and for exemption from
registration as a clearing agency.
(17) Pursuant to Rule 17f-2 (Sec. 240.17f-2 of this chapter).
(i) To disapprove a ``Notice Pursuant to Rule 17f-2'' pursuant to
Rule 17f-2(e) (Sec. 240.17f-2(e) of this chapter).
(ii) To grant exemptions upon specified terms, conditions and
periods, for classes of persons subject to Rule 17f-2 pursuant to Rule
17f-2(g) (Sec. 240.17f-2(g) of this chapter).
(iii) To approve amendments to plan of a registered national
securities exchange or a national securities association submitted
pursuant to Rule 17f-2(c) (Sec. 240.17f-2(c) of this chapter).
(18) Pursuant to Rule 17d-1 (Sec. 240.17d-1 of this chapter) to
designate one self-regulatory organization responsible for the
examination of brokers and dealers which are members of more than one
such organization to insure compliance with applicable financial
responsibility rules.
(19)(i) To grant and deny applications for confidential treatment
filed pursuant to section 24(b) of the Act (15 U.S.C. 78x(b)) and Rule
24b-2 thereunder (240.24b-2 of this chapter);
(ii) To revoke a grant of confidential treatment for any such
application.
(20) Pursuant to sections 8(c) and 15(c)(2) of the Act (15 U.S.C.
78h(c) and 78o(2)) and paragraphs (g) of Rules 8c-1 and 15c2-1
thereunder, to make findings that the agreements, safeguards, and
provisions of registered clearing agencies are adequate for the
protection of investors.
[[Page 28]]
(21) Under section 17A(c)(4)(B) of the Act (15 U.S.C. 78q-
1(c)(4)(B)), to set terms and conditions upon which transfer agents
registered with the Commission may withdraw from registration as a
transfer agent by filing a written notice of withdrawal.
(22) Under section 17A(c)(4)(B) of the Act (15 U.S.C. 78q-
1(c)(4)(B)), to authorize the issuance of orders canceling registrations
of transfer agents registered with the Commission or denying
applications for registration as a transfer agent with the Commission,
if such transfer agents are no longer in existence or are not engaged in
business as transfer agents.
(23) Pursuant to section 17(b) of the Act (15 U.S.C. 78q(b)), prior
to any examination of a registered clearing agency, registered transfer
agent, or registered municipal securities dealer whose appropriate
regulatory agency is not the Commission, to notify and consult with the
appropriate regulatory agency for such clearing agency, transfer agent,
or municipal securities dealer.
(24) Pursuant to section 17(c)(3) of the Act, 15 U.S.C. 78q(c)(3),
in regard to clearing agencies, transfer agents and municipal securities
dealers for which the Commission is not the appropriate regulatory
agency, (i) to notify the appropriate regulatory agency of any
examination conducted by the Commission of any such clearing agency,
transfer agent, or municipal securities dealer; (ii) to request from the
appropriate regulatory agency a copy of the report of any examination of
any such clearing agency, transfer agent, or municipal securities dealer
conducted by such appropriate regulatory agency and any data supplied to
it in connection with such examination; and (iii) to furnish to the
appropriate regulatory agency on request a copy of the report of any
examination of any such clearing agency, transfer agent, or municipal
securities dealer conducted by the Commission and any data supplied to
it in connection with such examination.
(25) Pursuant to Rule 17f-1 (Sec. 240.17f-1 of this chapter), to
designate persons not subject to Sec. 240.17f-1 as reporting
institutions upon specified terms, conditions, and time periods.
(26) [Reserved]
(27) To approve amendments to the joint industry plan governing the
consolidated transaction reporting declared effective by the Commission
pursuant to Rule 11Aa(3-1) (Sec. 240.11Aa3-1 of this chapter) or its
predecessor, Rule 17a-15, and to grant exemptions from Rule 11Aa3-1
pursuant to Rule 11Aa3-1(g) (Sec. 240.11Aaa3-1(g) of this chapter) to
exchanges trading listed securities that are designated as national
market system securities until such times as a Joint Reporting Plan for
such securities is filed and approved by the Commission.
(28) To grant exemptions from Rule 11Ac1-1 (``Rule'')
(Sec. 240.11Ac1-1), pursuant to paragraph (e) of the rule.
(29) To issue supplemental orders modifying the terms upon which
self-regulatory organizations are authorized to act jointly in planning,
developing, operating or regulating facilities of a national market
system in accordance with the terms of amendments to plans which plans
have been previously approved by the Commission under section
11A(a)(3)(B) of the Securities Exchange Act of 1934.
(30) Pursuant to section 17(a) of the Act, 15 U.S.C. 78q, to approve
amendments to the plans which are consistent with the reporting
structure of Rules 17a-5(a)(4) and 17a-10(b) filed by self-regulatory
organizations pursuant to Rules 17a-5(a)(4) and 17a-10(b).
(31) Pursuant to section 19(b)(2) of the Act, 15 U.S.C. 78s(b)(2),
to extend for a period not exceeding 90 days from the date of
publication of notice of the filing of a proposed rule change pursuant
to section 19(b)(1) of the Act, 15 U.S.C. 78s(b)(1), the period during
which the Commission must by order approve the proposed rule change or
institute proceedings to determine whether the proposed rule change
should be disapproved.
(32) Under Sec. 240.10b-10(f) of this chapter, to grant exemptions
from Sec. 240.10b-10 of this chapter.
(33) Pursuant to Rule 17a-6 (Sec. 240.17a-6 of this chapter) to
approve record destruction plans and amendments thereto filed by a
national securities exchange or a national securities association.
(34) Pursuant to Rule 17d-2 (Sec. 240.17d-2 of this chapter) to
publish notice of
[[Page 29]]
plans and plan amendments filed pursuant to Rule 17d-2 and to approve
such plans and plan amendments.
(35) Under Sec. 240.13e-4(h)(8) of this chapter:
(i) To grant exemptions from Sec. 240.13e-4 of this chapter; and
(ii) To determine with respect to a tender or exchange offer
otherwise eligible to be made pursuant to rule 13e-4(g) (Sec. 240.13e-
4(g) of this chapter) whether, in light of any exemptive order granted
by a Canadian federal, provincial or territorial regulatory authority,
application of certain or all of the provisions of section 13(e)(1) and
rule 13e-4 and Schedule 13E-4 thereunder to such offer is necessary or
appropriate in the public interest.
(36) To grant exemptions from Rule 11Ac1-2 (Sec. 240.11Ac1-2 of this
chapter), pursuant to Rule 11Ac1-2(g) (Sec. 240.11Ac1-2(g) of this
chapter).
(37) Pursuant to Rule 11Aa2-1, 17 CFR 240.11Aa2-1, to publish notice
of the filing of a designation plan with respect to national market
system securities, or any proposed amendment thereto, and to approve
such plan or amendment.
(38) To disclose:
(i) To the Comptroller of the Currency, the Board of Governors of
the Federal Reserve System, the Federal Deposit Insurance Corporation,
and the state banking authorities, information and documents deemed
confidential regarding registered clearing agencies and registered
transfer agents; and
(ii) To the Department of Treasury, information and documents deemed
confidential regarding possible laundering of money through or by
brokers or dealers, including compliance by brokers or dealers with the
Currency and Foreign Transactions Reporting Act of 1970, as amended.
(39) Under Sec. 240.9b-1 of this chapter:
(i) To enable distribution of an options disclosure document or
amendment to an options disclosure document to the public prior to the
time required in the Rule or to lengthen the period before distribution
can be made;
(ii) To require refiling of an amendment to an options disclosure
document pursuant to the procedure set forth in Sec. 240.9b-1(b)(2)(i)
of this chapter.
(40) Pursuant to section 15B(b)(2)(B) of the Act, 15 U.S.C., 78o-
4(b), to review and, where appropriate, approve the selection by the
Municipal Securities Rulemaking Board (``Board'') of public
representatives to serve on the Board.
(41) Pursuant to Rule 6a-2(c) (Sec. 240.6a-2 of this chapter) to
exempt registered national securities exchanges from the filing
requirements imposed by Rule 6a-2 with respect to certain affiliates and
subsidiaries of the exchange.
(42) Under Sec. 240.11Aa3-2(f) of this chapter, to grant or deny
exemptions from Sec. 240.11Aa3-2 of this chapter.
(43) To grant or deny exemptions from Rule 17Ad-14 (Sec. 240.17Ad-14
of this chapter), pursuant to Rule 17Ad-14(d) (Sec. 240.17Ad-14(d) of
this chapter). (Pub. L. 87-592, 76 Stat. 394, 15 U.S.C 78d-1, 78d-2).
(44) To review, publish notice of, and where appropriate, approve
plans, and amendments to plans, submitted by self-regulatory
organizations pursuant to Rule 19d-1(c) under the Act (Sec. 240.19d-
1(c)).
(45) To grant exemptions from Rule 3b-9 under the Act. (Sec. 240.3b-
9(c) of this chapter).
(46) Pursuant to section 15(b)(9) of the Act, 15 U.S.C. 78o(b)(9) to
review and, where appropriate, grant exemptions from the requirement of
section 15(b)(8) of the Act, 15 U.S.C. 78o(b)(8).
(47) Pursuant to section 15(a)(2) of the Act, 15 U.S.C. 78o(a)(2),
to review and, either unconditionally or on specified terms and
conditions, grant exemptions from the broker-dealer registration
requirements of section 15(a)(1) of the Act, 15 U.S.C. 78o(a)(1), to
government securities brokers or government securities dealers that have
registered with the Commission under section 15(a)(2) of the Act, 15
U.S.C. 78o-5(a)(2), solely with respect to effecting any transactions
in, or inducing or attempting to induce the purchase or sale of, any
security principally backed by a guaranty of the United States.
(48) Pursuant to paragraph (d) of Rule 15c2-12 (17 CFR 15c2-12), to
grant or deny exemptions, either unconditionally or on specified terms
and conditions, from Rule 15c2-12.
(49) Pursuant to section 11A(b) of the Act and Rule 11Ab2-1
thereunder (17
[[Page 30]]
CFR 11Ab2-1), to publish notice of and, by order, grant under section
11A(b) of the Act and Rule 11Ab2-1 thereunder: Applications for
registration as a securities information processor; and exemptions from
that section and any rules or regulations promulgated thereunder, either
conditionally or unconditionally.
(50) Pursuant to sections 17A(b) and 19(a) of the Act (15 U.S.C.
78q-1(b) and 78s(a)):
(i) To authorize the issuance of orders granting an extension to a
temporary clearing agency registration, for up to two years or such
longer period as the clearing agency consents.
(ii) To authorize the issuance of orders granting the withdrawal of
an application to become a registered clearing agency, at any time prior
to final determination of such application by the Commission, upon
submission of a request for such withdrawal by applicant.
(51) Pursuant to paragraph (a)(4) of Sec. 240.9b-1 of this chapter,
to authorize the issuance of orders designating securities as
``standardized options.''
(52) Pursuant to Rules 17h-1T and 17h-2T of the Act (Secs. 240.17h-
1T and 240.17h-2T of this chapter):
(i) To designate certain broker-dealers as Reporting Brokers or
Dealers; or and
(ii) To grant or deny an exemption, conditionally or
unconditionally, to a broker or dealer pursuant to section 17(h) of the
Act.
(53) To administer the provisions of Sec. 240.24c-1 of this chapter;
provided that access to nonpublic information as defined in such section
shall be provided only with the concurrence of the head of the
Commission division or office responsible for such information or the
files containing such information.
(54) To administer the provisions of Section 24(d) of the Act (15
U.S.C. 78x(d)).
(55) Pursuant to Sec. 240.15c6-1 of this chapter, taking into
account then existing market practices, to exempt contracts for the
purchase or sale of any securities from the requirements of
Sec. 240.15c6-1(a) of this chapter.
(56) Pursuant to Sec. 270.17Ad-16 of this chapter, to designate by
order the appropriate qualified registered securities depository.
(57) Pursuant to Section 19(b)(2)(B) of the Act, 15 U.S.C.
78s(b)(2)(B), to institute proceedings to determine whether a proposed
rule change of a self-regulatory organization should be disapproved.
(58) Pursuant to Section 19(b)(3)(C) of the Act, 15 U.S.C.
78s(b)(3)(C), to abrogate a change in the rules of a self-regulatory
organization and require that it be refiled in accordance with Section
19(b)(1), 15 U.S.C. 78s(b)(1), and reviewed in accordance with Section
19(b)(2), 15 U.S.C. 78s(b)(2), of the Act.
(59) Pursuant to paragraph (e)(6)(iii) of Rule 19b-4 (Sec. 240.19b-4
of this chapter), to reduce the period before which a proposed rule
change can become operative, and to reduce the period between an SRO
submission of a filing and a pre-filing notification.
(60) To grant exemptions from Rule 17a-23 (Sec. 240.17a-23 of this
chapter), pursuant to Rule 17a-23(i) (Sec. 240.17a-23(i) of this
chapter).
(61) To grant exemptions from Rule 11Ac1-4 (``Rule'')
(Sec. 240.11Ac1-4), pursuant to paragraph (d) of the rule.
(62) From January 2, 1997 through February 17, 1997, to modify for a
period not to exceed 60 days, the effective date or the compliance date
of Rule 11Ac1-1 (Sec. 240.11Ac1-1) or Rule 11Ac1-4 (Sec. 240.11Ac1-4),
or amendments to Rule 11Ac1-1 or Rule 11Ac1-4, with respect to any party
affected by such rules.
(63) Pursuant to section 36 of the Act (15 U.S.C. 78mm) to review
and, either unconditionally or on specified terms and conditions, grant
or deny exemptions from section 11(d)(1) of the Act (15 U.S.C.
78k(d)(1)).
(64) Pursuant to Sec. 240.15a-1(b)(1) of this chapter, to issue
orders identifying other permissible securities activities in which an
OTC derivatives dealer may engage.
(65) Pursuant to Sec. 240.15a-1(b)(2) of this chapter, to issue
orders determining that a class of fungible instruments that are
standardized as to their material economic terms is within the scope of
eligible OTC derivative instrument.
(66) Pursuant to Sec. 240.17a-12 of this chapter:
[[Page 31]]
(i) To authorize the issuance of orders requiring OTC derivatives
dealers to file, pursuant to Sec. 240.17a-12(a)(ii) of this chapter,
monthly, or at such times as shall be specified, Part IIB of Form X-17A-
5 (Sec. 249.617 of this chapter) and such other financial and
operational information as shall be specified.
(ii) Pursuant to Sec. 240.17a-12(n) of this chapter, to consider
applications by OTC derivatives dealers for exemptions from, and
extensions of time within which to file, reports required by
Sec. 240.17a-12 of this chapter, and to grant or deny such applications.
(67) To issue orders under Rules 15b3-1(c)(4), 15b6-1(e), 15Ba2-
2(e)(4), 15Bc3-1(e), 15Ca2-1(c)(4), and 15Cc1-1(d) (17 CFR 240.15b3-
1(c)(4), 240.15b6-1(e), 240.15Ba2-2(e)(4), 240.15Bc3-1(e), 240.15Ca2-
1(c)(4), and 240.15Cc1-1(d)).
(68) Pursuant to Section 36(a) of the Act, 15 U.S.C. 78mm(a), to
grant requests for exemptions from the tender offer provisions of Rule
14e-1 of Regulation 14E (Sec. 240.14e-1 of this chapter).
(69) Pursuant to paragraph (c) of Rule 11Ac1-5 (17 CFR 240.11Ac1-5),
to grant or deny exemptions, conditionally or unconditionally, from any
provision or provisions of Rule 11Ac1-5.
(70) Pursuant to paragraph (d) of Rule 11Ac1-6 (17 CFR 240.11Ac1-6),
to grant or deny exemptions, conditionally or unconditionally, from any
provision or provisions of Rule 11Ac1-6.
(71) Pursuant to paragraph (c) of Rule 11Ac1-7 (17 CFR 240.11Ac1-7),
to grant exemptions, conditionally or unconditionally, from any
provision or provisions of Rule 11Ac1-7.
(b) To designate officers empowered to administer oaths and
affirmations, subpoena witnesses, compel their attendance, take
evidence, and require the production of any books, papers,
correspondence, memoranda, contracts, agreements, or other records in
the course of investigations instituted by the Commission pursuant to
section 21(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78u(b)).
(c) In nonpublic investigatory proceedings within the responsibility
of the Director or Deputy Director, to grant requests of persons to
procure copies of the transcript of their testimony given pursuant to
Rule 6 of the Commission's rules relating to investigations as in effect
subsequent to November 16, 1972 (17 CFR 203.6).
(d) To notify the Securities Investor Protection Corporation
(``SIPC'') of facts concerning the activities and the operational and
financial condition of any registered broker or dealer which is or
appears to be a member of SIPC and which is in or approaching financial
difficulty within the meaning of section 5 of the Securities Investor
Protection Act of 1970, as amended, 15 U.S.C. 78aaa et seq.
(e) To determine whether, and issue orders regarding, proposals for
designation of a contract market for futures trading on an index or
group of securities meet the eligibility criteria set forth under
section 2(a)(1)(B)(ii) of the Commodity Exchange Act, 7 U.S.C. 2(a).
(f) With respect to the Securities Investor Protection Act of 1970,
as amended, 15 U.S.C. 78aaa et seq. (``SIPA''):
(1) Pursuant to Section 3(a)(2)(B) of SIPA, to:
(i) Extend for a period not exceeding 90 days from the date of the
filing of the determination by the Securities Investor Protection
Corporation (``SIPC'') that a registered broker-dealer is not a SIPC
member because it conducts its principal business outside the United
States and its territories and possessions, the period during which the
Commission must affirm, reverse or amend any determination by SIPC; and
(ii) Affirm such determination filed by SIPC.
(2) Pursuant to Section (3)(e)(1) of SIPA, to:
(i) Determine whether proposed bylaw changes filed by SIPC should
not be disapproved or whether the proposed bylaw change is a matter of
such significant public interest that public comment should be obtained,
in which case the Division will notify SIPC of such finding and publish
notice of the proposed bylaw change in accordance with Section 3(e)(2)
of SIPA; and
(ii) Accelerate the effective date of proposed bylaw changes filed
by SIPC.
(3) Pursuant to Section (3)(e)(2) of SIPA, to publish notice of
proposed rule changes filed by SIPC.
[[Page 32]]
(g) Notwithstanding anything in the foregoing, in any case in which
the Director of the Division of Market Regulation believes it
appropriate, he may submit the matter to the Commission.
[37 FR 16795, Aug. 19, 1972]
Editorial Note: For Federal Register citations affecting
Sec. 200.30-3 see the List of CFR Sections Affected, which appears in
the Finding Aids section of the printed volume and on GPO Access.
Sec. 200.30-4 Delegation of authority to Director of Division of Enforcement.
Pursuant to the provisions of Pub. L. No. 100-181, 101 Stat. 1254,
1255 (15 U.S.C. 78d-1, 78d-2), the Securities and Exchange Commission
hereby delegates, until the Commission orders otherwise, the following
functions to the Director of the Division of Enforcement to be performed
by him or under his direction by such other person or persons as may be
designated from time to time by the Chairman of the Commission.
(a)(1) To designate officers empowered to administer oaths and
affirmations, subpena witnesses, compel their attendance, take evidence,
and require the production of any books, papers, correspondence,
memoranda, contracts, agreements, or other records in the course of
investigations instituted by the Commission pursuant to section 19(b) of
the Securities Act of 1933 (15 U.S.C. 77s(b)), section 21(b) of the
Securities Exchange Act of 1934 (15 U.S.C. 78u(b)), section 18(c) of the
Public Utility Holding Company Act of 1935 (15 U.S.C. 79r(c)), section
42(b) of the Investment Company Act of 1940 (15 U.S.C. 80a-41(b)) and
section 209(b) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-
9(b)).
(2) In nonpublic investigative proceedings, to grant requests of
persons to procure copies of the transcript of their testimony under
Sec. 203.6 of this chapter.
(3) To terminate and close all investigations authorized by the
Commission pursuant to section 20 of the Securities Act of 1933 (15
U.S.C. 77t), section 21 of the Securities Exchange Act of 1934 (15
U.S.C. 78u), section 18 of the Public Utility Holding Company Act of
1935 (15 U.S.C. 79r), section 42 of the Investment Company Act of 1940
(15 U.S.C. 80a-41) and section 209 of the Investment Advisers Act of
1940 (15 U.S.C. 80b-9).
(4) To terminate the authority to administer oaths and affirmations,
subpoena witnesses, compel their attendance, take evidence, and require
the production of any books, papers, correspondence, memoranda,
contracts, agreements, or other records in the course of investigations
instituted by the Commission pursuant to section 19(b) of the Securities
Act of 1933 (15 U.S.C. 77s(b)), section 21(b) of the Securities Exchange
Act of 1934 (15 U.S.C. 78u(b)), section 18(c) of the Public Utility
Holding Company Act of 1935 (15 U.S.C. 79r(c)), section 42(b) of the
Investment Company Act of 1940 (15 U.S.C. 80a-41(b)) and section 209(b)
of the Investment Advisers Act of 1940 (15 U.S.C. 80b-9(b)).
(5) To grant or deny applications made pursuant to Rule 193 of the
Commission's Rules of Practice, Sec. 201.193 of this chapter, provided,
that, in the event of a denial, the applicant shall be notified that
such a denial may be appealed to the Commisson for review.
(6) To notify the Securities Investor Protection Corporation
(``SIPC'') of facts concerning the activities and the operational and
financial condition of any registered broker or dealer which is or
appears to be a member of SIPC and which is in or approaching financial
difficulty within the meaning of section 5 of the Securities Investor
Protection Act of 1970, as amended, 15 U.S.C. 78aaa et seq.
(7) To administer the provisions of Sec. 240.24c-1 of this chapter;
provided that access to nonpublic information as defined in such section
shall be provided only with the concurrence of the head of the
Commission division or office responsible for such information or the
files containing such information.
(8) Pursuant to Rule 204-2(j)(3)(ii) (Sec. 275.204-2(j)(3)(ii) of
this chapter) under the Investment Advisers Act of 1940 (15 U.S.C. 80b-1
et seq.), to make written demands upon non-resident investment advisers
subject to the provisions of such rule to furnish to the Commission
true, correct, complete and current copies of any or all books and
records which such non-resident
[[Page 33]]
investment advisers are required to make, keep current or preserve
pursuant to any provision of any rule or regulation of the Commission
adopted under the Investment Advisers Act of 1940, or any part of such
books and records which may be specified in any such demand.
(9) To administer the provisions of Section 24(d) of the Securities
Exchange Act of 1934 (15 U.S.C. 78x(d)).
(10) To institute subpoena enforcement proceedings in federal court
to seek an order compelling the production of documents or an
individual's appearance for testimony pursuant to subpoenas issued
pursuant to paragraph (a)(1) of this section in connection with
investigations pursuant to section 19(b) of the Securities Act of 1933
(15 U.S.C. 77s(b)), section 21(b) of the Securities Exchange Act of 1934
(15 U.S.C. 78u(b)), section 18(c) of the Public Utilities Holding
Company Act of 1935 (15 U.S.C. 79r(c)), section 42(b) of the Investment
Company Act of 1940 (15 U.S.C. 80a-41(b)) and section 209(b) of the
Investment Advisers Act of 1940 (15 U.S.C. 80b-9(b)).
(11) To authorize staff to appear in federal bankruptcy court to
preserve Commission claims in connection with investigations pursuant to
section 19(b) of the Securities Act of 1933 (15 U.S.C. 77s(b)), section
21(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78u(b)), section
18(c) of the Public Utility Holding Company Act of 1935 (15 U.S.C.
79r(c)), section 42(b) of the Investment Company Act of 1940 (15 U.S.C.
80a-41(b)) and section 209(b) of the Investment Advisers Act of 1940 (15
U.S.C. 80b-9(b)).
(b) Notwithstanding anything in the foregoing, in any case in which
the Director of the Division of Enforcement believes it appropriate, he
may submit the matter to the Commission.
[37 FR 16796, Aug. 19, 1972, as amended at 37 FR 25166, Nov. 28, 1972;
40 FR 14748, Apr. 2, 1975; 44 FR 22716, Apr. 17, 1979; 44 FR 50835, Aug.
30, 1979; 44 FR 76774, Dec. 28, 1979; 45 FR 7781, Feb. 5, 1980; 47 FR
26822, June 22, 1982; 49 FR 12206, Mar. 29, 1984; 52 FR 12148, Apr. 15,
1987; 54 FR 24331, June 7, 1989; 58 FR 52419, Oct. 8, 1993; 59 FR 23794,
May 9, 1994; 60 FR 14628, Mar. 20, 1995; 60 FR 32794, June 23, 1995; 61
FR 20721, May 8, 1996]
Sec. 200.30-5 Delegation of authority to Director of Division of Investment Management.
Pursuant to the provisions of Pub. L. 87-592, 76 Stat. 394 (15
U.S.C. 78d-1, 78d-2), the Securities and Exchange Commission hereby
delegates, until the Commission orders otherwise, the following
functions to the Director of the Division of Investment Management, to
be performed by him or under his direction by such person or persons as
may be designated from time to time by the Chairman of the Commission:
(a) With respect to the Investment Company Act of 1940 (15 U.S.C.
80a-1 et seq.):
(1) Except as otherwise provided in this section, to issue notices,
under Sec. 270.0-5 of this chapter, with respect to applications for
orders under the Act and the rules and regulations thereunder and, with
respect to section 8(f) of the Act (15 U.S.C. 80a-8(f)), in cases where
no application has been filed, where, upon examination, the matter does
not appear to the Director to present significant issues that have not
been previously settled by the Commission or to raise questions of fact
or policy indicating that the public interest or the interest of
investors warrants that the Commission consider the matter.
(2) Except as otherwise provided in this section, to authorize the
issuance of orders where a notice, under Sec. 270.0-5 of this chapter,
has been issued and no request for a hearing has been received from any
interested person within the period specified in the notice and the
Director believes that the matter presents no significant issues that
have not been previously settled by the Commission and it does not
appear to the Director to be necessary in the public interest or the
interest of investors that the Commission consider the matter.
(3) To permit the withdrawal of applications pursuant to the Act (15
U.S.C. 80a-1 et seq.)
(4) In connection with the mailing of reports to stockholders and
the filing with the Commission of registration statements and of
reports:
(i) To grant reasonable extensions of time, upon a showing of good
cause and that it would not be contrary to the
[[Page 34]]
public interest or inconsistent with the protection of investors; and
(ii) To deny requests for extensions of time, provided the applicant
is advised that he can request Commission review of any such denial.
(5) [Reserved]
(6) To authorize the issuance of orders granting confidential
treatment pursuant to section 45(a) of the Act (15 U.S.C. 80a-44(a))
where applications for confidential treatment are made regarding matters
of disclosure in registration statements filed pursuant to section 8 of
the Act (15 U.S.C. 80a-8), or in reports filed pursuant to section 30 of
the Act (15 U.S.C. 80a-29), but only when the Commission has previously
by order granted confidential treatment to the same information.
(7) To issue notices, pursuant to Rule 0-5(a) (Sec. 270.0-5(a) of
this chapter) with respect to applications for temporary and permanent
orders under section 9(c) of the Investment Company Act of 1940 (15
U.S.C. 80a-9(c)), and to conditionally or unconditionally exempt
persons, for a temporary period not exceeding 60 days, from section 9(a)
of the Investment Company Act of 1940 (15 U.S.C. 80a-9(a)), if, on the
basis of the facts then set forth in the application, it appears that:
(i)(A) The prohibitions of section 9(a), as applied to the
applicant, may be unduly or disproportionately severe, or (B) the
applicant's conduct has been such as not to make it against the public
interest or the protection of investors to grant the temporary
exemption; and
(ii) Granting the temporary exemption would protect the interests of
the investment companies being served by the applicant by allowing time
for the orderly consideration of the application for permanent relief or
the orderly transition of the applicant's responsibilities to a
successor, or both.
(8) To issue--
(i) Notices, pursuant to Rule 0-5(a) (Sec. 270.0-5(a) of this
chapter), with respect to applications for permanent orders under
section 9(c) of the Act [15 U.S.C. 80a-9(c)], and, orders, pursuant to
paragraph (a)(2) of this section, that exempt conditionally or
unconditionally persons from section 9(a) of the Act [15 U.S.C. 80a-
9(a)], if, on the basis of the facts then set forth in the application,
it appears that:
(A) The prohibitions of section 9(a) of the Act, as applied to the
applicant, may be unduly or disproportionately severe, or the
applicant's conduct has been such as not to make it against the public
interest or the protection of investors to grant the exemption;
(B) The prohibitions arise under section 9(a)(3) of the Act solely
because the applicant employs, or will employ, a person who is
disqualified under section 9(a) (1) or (2) of the Act; and,
(C) The employee does not and will not serve in any capacity
directly related to providing investment advice to, or acting as
depositor for, any registered investment company, or acting as principal
underwriter for any registered open-end company, registered unit
investment trust or registered face amount certificate company.
(ii) Temporary orders under section 9(c) of the Act [15 U.S.C. 80a-
9(c)], exempting conditionally or unconditionally persons from section
9(a) of the Act [15 U.S.C. 80a-9(a)], if, on the basis of the
application, it appears that:
(A) The prohibitions arise under section 9(a)(3) of the Act solely
because the applicant employs a person who is disqualified under section
9(a) (1) or (2) of the Act; and
(B) Applicant meets the requirements of paragraphs (a)(8)(i) (A) and
(C) of this section.
(b) With respect to matters pertaining to investment companies
registered under the Investment Company Act of 1940 (15 U.S.C. 80a et
seq.), pooled investment funds or accounts, and the general assets or
separate accounts of insurance companies, all arising under the
Securities Act of 1933 (15 U.S.C. 77a et seq.), the Securities Exchange
Act of 1934 (15 U.S.C. 78a et seq.), and the Trust Indenture Act of 1939
(15 U.S.C. 77aaa et seq.), the same functions as are delegated to the
Director of the Division of Corporation Finance in regard to companies
other than such investment companies in paragraphs (a), (e), and (f) of
Sec. 200.30-1.
(b-1) With respect to the Securities Act of 1933. (1) To issue
notices with respect to applications for orders under section
[[Page 35]]
3(a)(2) exempting from section 5 interests or participations issued in
connection with stock bonus, pension, profit-sharing, or annuity plans
covering employees some or all of whom are employees within the meaning
of section 401(c)(1) of the Internal Revenue Code of 1954 where, upon
examination, the matter does not appear to him to present issues not
previously settled by the Commission or to raise questions of fact or
policy indicating that the public interest or the interest of investors
requires that a hearing be held.
(2) To authorize the issuance of orders where a notice has been
issued and no request for a hearing has been received from any
interested person within the period specified in the notice and the
matter involved presents no issue that he believes has not been settled
previously by the Commission and it does not appear to him to be
necessary in the public interest or the interest of investors that a
hearing be held.
(b-2) With respect to post-effective amendments filed pursuant to
Sec. 230.485(a) or Sec. 230.486(a) of this chapter:
(1) To suspend the operation of paragraph (a) of such sections and
to issue written notices to registrants of such suspensions;
(2) To determine such amendments to be effective within shorter
periods of time than the sixtieth day after the filing thereof.
(b-3) With respect to post-effective amendments filed pursuant to
Sec. 230.485(b) or Sec. 230.486(b) of this chapter:
(1) To approve additional purposes for post-effective amendments
which shall be eligible for immediate effectiveness pursuant to
paragraph (b) of such sections.
(2) To suspend the operation of paragraph (b) of such sections and
to issue written notices to registrants of such suspensions.
(b-4) With respect to registration statements filed pursuant to
paragraph (a) of Rule 487 under the Act (17 CFR 230.487(a)):
(1) To suspend the operation of said paragraph (a) and to issue
written notices to registrants of such suspensions.
(b-5) With respect to registration statements filed pursuant to
paragraph (a) of rule 488 under the Act (17 CFR 230.488(a)):
(1) To suspend the operation of said paragraphs and to issue written
notices to registrants of such suspensions;
(2) To determine such amendments to be effective within shorter
periods of time than the thirtieth day after the filing thereof.
(c) With respect to the Securities Act of 1933 and Regulation E
thereunder (Sec. 230.601 et seq. of this chapter):
(1) To authorize the offering of securities:
(i) Less than ten days subsequent to the filing with the Commission
of a notification on Form 1-E (Sec. 239.200 of this chapter) pursuant to
Rule 604(a) (Sec. 230.604(a) of this chapter);
(ii) Less than ten days subsequent to the filing of an amendment to
a notification on Form 1-E (Sec. 239.200 of this chapter) pursuant to
Rule 604(c) (Sec. 230.604(c) of this chapter).
(2) To authorize the use of a revised or amended offering circular
less than ten days subsequent to the filing thereof pursuant to Rule
605(e) (Sec. 230.605(e) of this chapter).
(3) To authorize the use of communications specified in paragraphs
(a), (b) and (c) of Rule 607 (Sec. 230.607 of this chapter), less than
five days subsequent to the filing thereof.
(4) To permit the withdrawal of any notification, or any exhibit or
other documents filed as a part thereof, pursuant to Rule 604(d)
(Sec. 230.604(d) of this chapter).
(c-1) With respect to the Securities Exchange Act of 1934: (1) To
grant and deny applications filed pursuant to section 24(b) of the
Securities Exchange Act of 1934 (15 U.S.C. 78x(b)) and Rule 24b-2
thereunder (Sec. 240.24b-2 of this chapter) for confidential treatment
of information filed pursuant to section 13(f) of that Act (15 U.S.C.
78m(f)) and Rule 13f-1 thereunder (Sec. 240.13f-1 of this chapter).
(2) To revoke a grant of confidential treatment for any such
application.
(3) To administer the provisions of Sec. 240.24c-1 of this chapter;
provided that access to nonpublic information as defined in such section
shall be provided only with the concurrence of the head
[[Page 36]]
of the Commission division or office responsible for such information or
the files containing such information.
(4) To administer the provisions of section 24(d) of the Act (15
U.S.C. 78x(d)).
(d) To issue certifications to investment companies that are
principally engaged in the furnishing of capital to corporations that
are principally engaged in the development or exploitation of
inventions, technological improvements, new processes, or products not
previously generally available, under Section 851(e) of the Internal
Revenue Code of 1986 (26 U.S.C. 851(e)), where applications from the
investment companies do not present issues that have not been previously
settled by the Commission and do not require a hearing.
(e) With respect to the Investment Advisers Act of 1940 (15 U.S.C.
80b-1 to 80b-22):
(1) Pursuant to section 203(c) of the Act (15 U.S.C. 80b-3(c)): To
authorize the issuance of orders granting registration of investment
advisers within 45 days of the filing of an application for registration
as an investment adviser (or within such longer period as to which the
applicant consents).
(2) Pursuant to section 203(h) of the Act (15 U.S.C. 80b-3(h)), to
authorize the issuance of orders canceling registration of investment
advisers, or applications for registration, if such investment advisers
or applicants for registration are no longer in existence, not engaged
in business as investment advisers, or are prohibited from registering
as investment advisers under Section 203A of the Act (15 U.S.C. 80b-3a).
(3) To issue notices, under Sec. 275.0-5 of this chapter, with
respect to applications for orders under the Act and the rules and
regulations thereunder where, upon examination, the matter does not
appear to the Director to present significant issues that have not been
previously settled by the Commission or to raise questions of fact or
policy indicating that the public interest or the interest of investors
warrants that the Commission consider the matter.
(4) To authorize the issuance of orders where a notice, pursuant to
Sec. 275.0-5 of this chapter, has been issued, no request for a hearing
has been received from any interested person within the period specified
in the notice, and the Director believes that the matter presents no
significant issues that have not been previously settled by the
Commission and it does not appear to the Director to be necessary in the
public interest or the interest of investors that the Commission
consider the matter.
(5) To permit the withdrawal of applications pursuant to the Act (15
U.S.C. 80b-1 et seq.).
(6) Pursuant to Rule 204-2(j)(3)(ii) (Sec. 275.204-2(j)(3)(ii) of
this chapter), to make written demands upon non-resident investment
advisers subject to the provisions of such rule to furnish to the
Commission true, correct, complete and current copies of any or all
books and records which such non-resident investment advisers are
required to make, keep current or preserve pursuant to any provision of
any rule or regulation of the Commission adopted under the Act, or any
part of such books and records which may be specified in any such
demand.
(7) Pursuant to section 203A(d) of the Act (15 U.S.C. 80b-3a(d)), to
set the terms of, and grant or deny as appropriate, continuing hardship
exemptions under Sec. 275.203-3 of this chapter.
(f) With respect to the Public Utility Holding Company Act of 1935
(15 U.S.C. 79 et seq.):
(1) To issue notices with respect to applications or declarations
under the following sections of the Act:
(i) Section 2(a)(3), 15 U.S.C. 79(b)(a)(3).
(ii) Section 2(a)(4), 15 U.S.C. 79b(a)(4).
(iii) Section 2(a)(7), 15 U.S.C. 79b(a)(7).
(iv) Section 2(a)(8), 15 U.S.C. 79b(a)(8).
(v) Section 3(a), 15 U.S.C. 79c(a).
(vi) Section 3(b), 15 U.S.C. 79c(b).
(vii) Section 5(d), 15 U.S.C. 79e(d).
(viii) Section 6(b), 15 U.S.C. 79f(b).
(ix) Section 7, 15 U.S.C. 79g.
(x) Section 9(c)(3), 15 U.S.C. 79i(c)(3).
(xi) Section 10, 15 U.S.C. 79j.
(xii) Section 11(e), 15 U.S.C. 79k(e).
(xiii) Section 12(b), 15 U.S.C. 79l(b).
(xiv) Section 12(c), 15 U.S.C. 79l(c).
(xv) Section 12(d), 15 U.S.C. 79l(d).
(xvi) Section 12(e), 15 U.S.C. 79l(e).
[[Page 37]]
(xvii) Section 12(f), 15 U.S.C. 79l(f).
(xviii) Section 12(g), 15 U.S.C. 79l(g).
(xix) Section 13(b), 15 U.S.C. 79m(b).
(xx) Section 13(c), 15 U.S.C. 79m(c).
(xxi) Section 13(d), 15 U.S.C. 79m(d).
(xxii) Section 13(e), 15 U.S.C. 79m(e).
(xxiii) Section 13(f), 15 U.S.C. 79m(f).
(xxiv) Section 32, 15 U.S.C. 79ff.
(xxv) Section 33, 15 U.S.C. 79gg.
(2) To authorize the issuance of orders where a notice has been
issued and no request for a hearing has been received from any
interested person within the period specified in the notice and the
matter involved presents no issue that the director believes has not
previously been settled by the Commission and it does not appear to the
director to be necessary in the public interest or the interest of
investors or consumers that a hearing be held; section 20(c) of the Act
(15 U.S.C. 79t(c));
(3) To permit the withdrawal of applications or declarations filed
pursuant to the Act (15 U.S.C. 79a et seq.);
(4) Upon a showing of good cause and that it would not be contrary
to the public interest or inconsistent with the protection of investors
or consumers, to grant reasonable extensions of time with respect to the
time for the filing with the Commission of registration statements and
of reports pursuant to section 20(a) of the Act (15 U.S.C. 79t(a)) and
Rules 1(b), 1(c), 2, 24, and 29 (Secs. 250.1(b), 250.1(c), 250.2, 250.4,
and 250.29 of this chapter) thereunder;
(5) To permit the filing of preliminary registration statements
pursuant to section 5(c) of the Act (15 U.S.C. 79e(c));
(6) To authorize the destruction of records pursuant to the
provisions of General Instruction 1(f) (Sec. 257.1(f) of this chapter)
to the appendix of the Uniform System of Accounts for Public Utility
Holding Companies (Sec. 257.1 et seq. of this chapter) and pursuant to
provisions of General Requirement 1(e) (Sec. 256a.0-1(e) of this
chapter) of the Uniform System of Accounts for Mutual Service Companies
and Subsidiary Service Companies (Sec. 256.00-1 et seq., of this
chapter);
(7) To authorize the discontinuance of reporting of information
otherwise required to be reported under sections 5(b), 13(c), 13(e),
13(f), 14, and 20(a) of the Act (15 U.S.C. 79e(b), 79m(c), 79m(e),
79m(f), 79n, 79t(a));
(8) To grant extensions of time for filing registration statements
and reports pursuant to sections 5(b), 13(c), 13(d), 13(f), 14, and
20(a) of the Act (15 U.S.C. 79e(b), 79m(c), 79m(d), 79m(f), 79n,
79t(a)).
(g) Notwithstanding anything in the foregoing:
(1) The Director of the Division of Investment Management shall have
the same authority with respect to the Securities Act of 1933 (15 U.S.C.
77a et seq.), Secs. 230.251-230.263, and Secs. 230.651-230.703(T) of
this chapter as that delegated to each Regional Director in Sec. 200.30-
6 (b) and (c).
(2) In any case in which the Director of the Division of Investment
Management believes it appropriate, he may submit the matter to the
Commission.
(h) With respect to the Investment Company Act of 1940 (15 U.S.C.
80a et seq.), the Securities Act of 1933 (15 U.S.C. 77a et seq.), the
Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.), the Trust
Indenture Act of 1939 (15 U.S.C. 77aaa et seq.), and Regulation S-T
thereunder (part 232 of this chapter), to grant or deny a request
submitted under Regulation S-T to adjust the filing date of an
electronic filing.
(i) With respect to the Investment Company Act of 1940 (15 U.S.C.
80a et seq.) and rule 8b-25 thereunder (Sec. 270.8b-25), the Securities
Act of 1933 (15 U.S.C. 77a et seq.), the Securities Exchange Act of 1934
(15 U.S.C. 78a et seq.), the Trust Indenture Act of 1939 (15 U.S.C.
77aaa et seq.), and Regulation S-T thereunder (part 232 of this
chapter), to set the terms of, and grant or deny as appropriate,
continuing hardship exemptions under rule 202 of Regulation S-T
(Sec. 232.202 of this chapter) from the electronic submission
requirements of Regulation S-T (part 232 of this chapter).
(j) With respect to the Public Utility Holding Company Act of 1935
(15 U.S.C. 79a et seq.) and Regulation S-T (part 232 of this chapter),
to grant or deny a request to adjust the filing date of a filing
submitted under Regulation S-T.
(k) With respect to the Public Utility Holding Company Act of 1935
(15 U.S.C. 79a et seq.) and Regulation S-T (part 232 of this chapter),
to set the terms of,
[[Page 38]]
and grant or deny as appropriate, continuing hardship exemptions
pursuant to rule 202 of Regulation S-T (Secs. 232.202 of this chapter)
from the electronic submission requirements of Regulation S-T (part 232
of this chapter).
[41 FR 29376, July 16, 1976]
Editorial Note: For Federal Register citations affecting
Sec. 200.30-5 see the List of CFR Sections Affected, which appears in
the Finding Aids section of the printed volume and on GPO Access.
Sec. 200.30-6 Delegation of authority to Regional Directors.
Pursuant to the provisions of Pub. L. 87-592, 76 Stat. 394, the
Securities and Exchange Commission hereby delegates, until the
Commission orders otherwise, the following functions to each Regional
Director, to be performed by him or under his direction by such person
or persons as may be designated from time to time by the Chairman of the
Commission:
(a) With respect to the Securities Exchange Act of 1934, 15 U.S.C.
78 et seq.:
(1) Pursuant to section 15(b)(2)(C) of the Act (15 U.S.C.
78o(b)(2)(C)):
(i) To delay until the second six month period from registration
with the Commission, the inspection of newly registered broker-dealers
that have not commenced actual operations within six months of their
registration with the Commission; and
(ii) To delay until the second six month period from registration
with the Commission, the inspection of newly registered broker-dealers
to determine whether they are in compliance with applicable provisions
of the Act and rules thereunder, other than financial responsibility
rules.
(2) Pursuant to Rule 0-4 (Sec. 240.0-4 of this chapter), to disclose
to the Comptroller of the Currency, the Board of Governors of the
Federal Reserve System and the Federal Deposit Insurance Corporation and
to the state banking authorities, information and documents deemed
confidential regarding registered clearing agencies and registered
transfer agents; Provided That, in matters in which the Commission has
entered a formal order of investigation, such disclosure shall be made
only with the concurrence of the Director of the Division of Enforcement
or his or her delegate, and the General Counsel or his or her delegate.
(b) With respect to the Investment Advisers Act of 1940, 15 U.S.C.
80b-1 et seq.: Pursuant to Rule 204-2(j)(3)(ii) (Sec. 275.204-
2(j)(3)(ii) of this chapter), to make written demands upon non-resident
investment advisers subject to the provisions of such rule to furnish to
the Commission true, correct, complete and current copies of any or all
books and records which such non-resident investment advisers are
required to make, keep current or preserve pursuant to any provision of
any rule or regulation of the Commission adopted under the Investment
Advisers Act of 1940, or any part of such books and records which may be
specified in any such demand.
(c) In nonpublic investigatory proceedings within the responsibility
of the Regional Director, to grant requests of persons to procure copies
of the transcript of their testimony given pursuant to Rule 6 of the
Commission's rules relating to investigations as in effect subsequent to
November 16, 1972 (17 CFR 203.6).
(d) To notify the Securities Investor Protection Corporation
(``SIPC'') of facts concerning the activities and the operational and
financial condition of any registered broker or dealer which is or
appears to be a member of SIPC and which is in or approaching financial
difficulty within the meaning of section 5 of the Securities Investor
Protection Act of 1970, as amended, 15 U.S.C. 78aaa et seq.
(e) Notwithstanding anything in the foregoing, in any case in which
the Regional Director believes it appropriate,
[[Page 39]]
he may submit the matter to the Commission.
(Secs. 6, 7, 8, 10, 19(a), 48 Stat. 78, 79, 81, 85; secs. 205, 209, 48
Stat. 906, 908; sec. 301, 54 Stat. 857; sec. 8, 68 Stat. 685; sec.
308(a)(2), 90 Stat. 57; secs. 3(b), 12, 13, 14, 15(d), 23(a), 48 Stat.
882, 892, 894, 895, 901; secs. 203(a), 1, 3, 8, 49 Stat. 704, 1375,
1377, 1379; sec. 202, 68 Stat. 686; secs. 4, 5, 6(d), 78 Stat. 569, 570-
574; secs. 1, 2, 3, 82 Stat. 454, 455; secs. 28(c), 1, 2, 3, 4, 5, 84
Stat. 1435, 1497; sec. 105(b), 88 Stat. 1503; secs. 8, 9, 10, 89 Stat.
117, 118, 119; sec. 308(b), 90 Stat 57; sec. 18, 89 Stat. 155; secs.
202, 203, 204, 91 Stat. 1494, 1498-1500; sec. 20(a), 49 Stat. 833; sec.
319, 53 Stat. 1173; sec. 38, 54 Stat. 841; 15 U.S.C. 77f, 77g, 77h, 77j,
77s(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 79t(a), 77sss(a), 80a-37;
secs. 3(b), 19(a), 48 Stat. 75, 85; sec. 209, 48 Stat. 908; c. 122, 59
Stat. 167; Pub. L. 91-565, 84 Stat. 1480; 15 U.S.C. 77c(b), 77s(a), 78d-
1, 78n, 80a-37; secs. 2, 17 and 23 thereof (15 U.S.C. 78b, 78q and 78w))
[28 FR 2856, Mar. 22, 1963, as amended at 36 FR 7659, Apr. 23, 1971.
Redesignated at 37 FR 16792, Aug. 19, 1972]
Editorial Note: For Federal Register citations affecting
Sec. 200.30-6 see the List of CFR Sections Affected, which appears in
the Finding Aids section of the printed volume and on GPO Access.
Sec. 200.30-6a Delegation of authority to District Administrators.
Pursuant to the provisions of Pub. L. 87-592, 76 Stat. 394, 15
U.S.C. 78d-1, the Securities and Exchange Commission hereby delegates,
until the Commission orders otherwise, the following functions to each
District Administrator, to be performed by him or her or under his or
her direction by such person or persons as may be designated from time
to time by the Chairman of the Commission:
(a) With respect to the Securities Exchange Act of 1934 (15 U.S.C.
78a et seq.):
(1) Pursuant to section 15(b)(2)(C) of the Act (15 U.S.C.
78o(b)(2)(C)):
(i) To delay until the second six-month period from registration
with the Commission the inspection of newly registered broker-dealers
that have not commenced actual operations within six months of their
registration with the Commission; and
(ii) To delay until the second six-month period from registration
with the Commission the inspection of newly registered broker-dealers to
determine whether they are in compliance with applicable provisions of
the Act and rules thereunder, other than financial responsibility rules.
(2) Pursuant to Rule 0-4 (Sec. 240.0-4 of this chapter), to disclose
to the Comptroller of the Currency, the Board of Governors of the
Federal Reserve System and the Federal Deposit Insurance Corporation and
to the state banking authorities, information and documents deemed
confidential regarding registered clearing agencies and registered
transfer agents, Provided That, in matters in which the Commission has
entered a formal order of investigation, such disclosure shall be made
only with the concurrence of the Director of the Division of Enforcement
or his or her delegate and the General Counsel or his or her delegate.
(b) With respect to the Investment Advisers Act of 1940 (15 U.S.C.
80b-1 et seq.): Pursuant to Rule 204-2(j)(3)(ii) (Sec. 275.204-
2(j)(3)(ii) of this chapter), to make written demands upon non-resident
investment advisers subject to the provisions of such rule to furnish to
the Commission true, correct, complete and current copies of any or all
books and records which such non-resident investment advisers are
required to make, keep current or preserve pursuant to any provisions of
any rule or regulation of the Commission adopted under the Investment
Advisers Act of 1940, or any part of such books and records which may be
specified in such demand.
(c) In nonpublic investigatory proceedings within the responsibility
of the District Administrator, to grant requests of persons to procure
copies of the transcript of their testimony given pursuant to Rule 6 of
the Commission Rules Relating to Investigations (Sec. 203.6 of this
chapter).
(d) To notify the Securities Investor Protection Corporation
(``SIPC'') of facts concerning the activities and the operational and
financial condition of any registered broker or dealer which is or
appears to be a member of SIPC and which is in or approaching financial
difficulty within the meaning of Section 4 of the Securities Investor
Protection Act of 1970 as amended (15 U.S.C. 78aaa et seq.).
[[Page 40]]
(e) Notwithstanding anything in the foregoing, in any case in which
the District Administrator believes it appropriate, he or she may submit
the matter to the Commission.
[59 FR 5943, Feb. 9, 1994]
Sec. 200.30-7 Delegation of authority to Secretary of the Commission.
Pursuant to the provisions of Pub. L. 87-592, 76 Stat. 394 (15
U.S.C. 78d-1), the Securities and Exchange Commission hereby delegates,
until the Commission orders otherwise, the following functions to the
Secretary of the Commission to be performed by him or under his
direction by such person or persons as may be designated from time to
time by the Chairman of the Commission:
(a) With respect to proceedings conducted pursuant to the Securities
Act of 1933, 15 U.S.C. 77a et seq., the Securities Exchange Act of 1934,
15 U.S.C. 78a et seq., the Public Utility Holding Company Act of 1935,
15 U.S.C. 79a et seq., the Trust Indenture Act of 1939, 15 U.S.C. 77aaa
et seq., the Investment Company Act of 1940, 15 U.S.C. 80a-1 et seq.,
and the Investment Advisers Act of 1940, 15 U.S.C. 80b-1 et seq.:
(1) To fix the time and place for hearings and oral arguments before
the Commission pursuant to Rule 451 of the Commission's Rules of
Practice, Sec. 201.451 of this chapter;
(2) In appropriate cases to extend and reallocate the time
prescribed in Rule 451(c) of the Commission's Rules of Practice,
Sec. 201.451(c) of this chapter;
(3) To postpone or adjourn hearings or otherwise adjust the date for
commencement of hearings before the Commission pursuant to Rule 161 of
the Commission's Rules of Practice, Sec. 201.161 of this chapter, and to
advance such hearings;
(4) To grant or deny extensions of time within which to file papers
with the Commission under Rule 161 of the Commission's Rules of
Practice, Sec. 201.161 of this chapter.
(5) To permit the filing of briefs with the Commission exceeding 60
pages in length, pursuant to Rule 450(c) of the Commission's Rules of
Practice, Sec. 201.450(c) of this chapter;
(6) To certify records of proceedings upon which are entered orders
the subject of review in courts of appeals pursuant to section 9 of the
Securities Act of 1933, 15 U.S.C. 77i, section 25 of the Securities
Exchange Act of 1934, 15 U.S.C. 78y, section 24 of the Public Utility
Holding Company Act of 1935, 15 U.S.C. 79x, section 322(a) of the Trust
Indenture Act of 1939, 15 U.S.C. 77vvv, section 43 of the Investment
Company Act of 1940, 15 U.S.C. 80a-42, and section 213 of the Investment
Advisers Act of 1940, 15 U.S.C. 80b-13;
(7) Except where the Commission otherwise directs, to issue findings
and orders pursuant to offers of settlement which the Commission has
determined should be accepted;
(8) To issue findings and orders taking the remedial action
described in the order for proceedings where a respondent expressly
consents to such action, fails to appear, or defaults in the filing of
an answer required to be filed and to grant a request, based upon a
showing of good cause, to vacate an order or default, so as to permit
presentation of a defense;
(9) To designate officers of the Commission to serve notices of and
orders for proceedings and decisions and orders in such proceedings, the
service of which is required by Rules 141 and 150 of the Commission's
Rules of Practice, Secs. 201.141 and 201.150 of this chapter;
(10) To set the date for sanctions to take effect if an initial
decision is not appealed and becomes final pursuant to Rule 360(d) or if
an initial decision is affirmed pursuant to Rule 411;
(11) To publish pursuant to Rule 612 of the Commission's Rules of
Practice, Sec. 201.612 of this chapter, notices of plans of disgorgement
and, if no negative comments are received, to issue orders approving
proposed plans of disgorgement pursuant to Rule 613 of the Commission's
Rules of Practice, Sec. 201.613 of this chapter. Upon the motion of the
staff for good cause shown, to approve the publication of proposed plans
of disgorgement that omit plan elements required by Rule 611 of the
Commission's Rules of Practice, Sec. 201.611 of this chapter.
(b) To order the making of private investigations pursuant to
section 21(a) of the Securities Exchange Act of 1934,
[[Page 41]]
on request of the Division of Corporation Finance or the Division of
Enforcement, with respect to proxy contests subject to section 14 of
that Act and regulation 14A thereunder, and tender offers filed pursuant
to section 14(d) of the Act.
(c) Notwithstanding anything in the foregoing, in any case in which
the Secretary of the Commission believes it appropriate he or she may
submit the matter to the Commission.
(15 U.S.C. 78d, 78d-1, 78d-2)
[35 FR 17989, Nov. 24, 1970. Redesignated at 37 FR 16792, Aug. 19, 1972,
and amended at 38 FR 12913, May 17, 1973; 40 FR 46107, Oct. 6, 1975; 43
FR 13377, Mar. 30, 1978; 60 FR 14629, Mar. 20, 1995; 60 FR 32794, June
23, 1995; 61 FR 5939, Feb. 15, 1996; 61 FR 13689, Mar. 28, 1996; 61 FR
15338, Apr. 5, 1996]
Sec. 200.30-8 [Reserved]
Sec. 200.30-9 Delegation of authority to hearing officers.
Pursuant to the provisions of Section 4A of the Securities Exchange
Act of 1934 (15 U.S.C. 78d-1), the Securities and Exchange Commission
hereby delegates, until the Commission orders otherwise, to each
Administrative Law Judge (``Judge'') the authority:
(a) To make an initial decision in any proceeding at which the Judge
presides in which a hearing is required to be conducted in conformity
with the Administrative Procedure Act (5 U.S.C. 557) unless such initial
decision is waived by all parties who appear at the hearing and the
Commission does not subsequently order that an initial decision
nevertheless be made by the Judge, and in any other proceeding in which
the Commission directs the Judge to make such a decision; and
(b) To issue, upon entry pursuant to Rule 531 of the Commission's
Rules of Practice, Sec. 201.531 of this chapter, of an initial decision
on a permanent order, a separate order setting aside, limiting or
suspending any temporary sanction, as that term is defined in Rule
101(a)(11) of the Commission's Rules of Practice, Sec. 201.101(a) of
this chapter, then in effect in accordance with the terms of the initial
decision.
[60 FR 32794, June 23, 1995]
Sec. 200.30-10 Delegation of authority to Chief Administrative Law Judge.
Pursuant to the provisions of Pub. L. 87-592, 76 Stat. 394 (15
U.S.C. 78d-1), the Securities and Exchange Commission hereby delegates,
until the Commission orders otherwise, the following functions to the
Chief Administrative Law Judge or to such administrative law judge or
administrative law judges as may be designated by the Chief
Administrative Law Judge in his absence, or as otherwise designated by
the Chairman of the Commission in the absence of the Chief
Administrative Law Judge:
(a) With respect to proceedings conducted before an administrative
law judge, pursuant to the Securities Act of 1933, 15 U.S.C. 77a et
seq., the Securities Exchange Act of 1934, 15 U.S.C. 78a et seq., the
Public Utility Holding Company Act of 1935, 15 U.S.C. 79a et seq., the
Trust Indenture Act of 1939, 15 U.S.C. 77aaa et seq., the Investment
Company Act of 1940, 15 U.S.C. 80a-1 et seq., and the Investment
Advisers Act of 1940, 15 U.S.C. 80b-1 et seq.:
(1) After a proceeding has been authorized, to fix the time and
place for hearing pursuant to Rule 200 of the Commission's Rules of
Practice, Sec. 201.200 of this chapter;
(2) To designate administrative law judges pursuant to Rule 110 of
the Commission's Rules of Practice, Sec. 201.110 of this chapter;
(3) To postpone or adjourn hearings or otherwise adjust the date for
commencement of hearings pursuant to Rule 161 of the Commission's Rules
of Practice, Sec. 201.161 of this chapter, or to advance or cancel such
hearings, if necessary;
(4) To grant extensions of time within which to file papers pursuant
to Rule 161 of the Commission's Rules of Practice, Sec. 201.161 of this
chapter;
(5) To permit the filing of briefs exceeding 60 pages in length,
pursuant to Rule 450(c) of the Commission's Rules of Practice,
Sec. 201.450(c) of this chapter;
(6) In the event the designated presiding administrative law judge
is unavailable to issue subpenas requiring the attendance and testimony
of witnesses and subpenas requiring the production of documentary or
other tangible evidence at any designated place of hearing upon request
therefor by
[[Page 42]]
any party, pursuant to Rule 232 of the Commission's Rules of Practice,
201.232 of this chapter;
(7) Pursuant to sections 15(b)(1)(B), 15B(a)(2)(B), and 19(a)(1)(B)
of the Securities Exchange Act of 1934 and section 203(c)(2)(B) of the
Investment Advisers Act of 1940 to grant extensions of time for
conclusion of proceedings instituted to determine whether applications
for registration as a broker or dealer, municipal securities dealer,
national securities exchange, registered securities association, or
registered clearing agency, or as an investment adviser should be
denied.
(b) With respect to proceedings under the Equal Access to Justice
Act, 5 U.S.C. 504, to make assignments as provided in Sec. 201.37(b) of
this chapter, respecting applications made pursuant to that Act.
(c) Notwithstanding anything in the foregoing, in any case in which
the Chief Administrative Law Judge believes it appropriate he or she may
submit the matter to the Commission.
(15 U.S.C. 77u, 78d, 78d-1, 78d-2, 76 Stat. 394, as amended, secs. 25(1)
and 25(2), 89 Stat. 163)
[37 FR 23827, Nov. 9, 1972, as amended at 41 FR 21183, May 24, 1976; 43
FR 13378, Mar. 30, 1978; 54 FR 53051, Dec. 27, 1989; 60 FR 32794, June
23, 1995]
Sec. 200.30-11 Delegation of authority to Associate Executive Director of the Office of Filings and Information Services.
Under Pub. L. 87-592, 76 Stat. 394 (15 U.S.C. 78d-1, 78d-2), the
Securities and Exchange Commission hereby delegates the following
functions to the Associate Executive Director of the Office of Filings
and Information Services to be performed by him or her or under his or
her direction by such person or persons as the Chairman of the
Commission may designate from time to time:
(a) With respect to the Securities Exchange Act of 1934 (15 U.S.C.
78a et seq.):
(1) Under section 15(b) of the Act (15 U.S.C. 78o(b)):
(i) To authorize the issuance of orders granting registration of
brokers or dealers within 45 days of the acceptance of an application
for registration as a broker or dealer (or within such longer period as
to which the applicant consents);
(ii) To grant registration of brokers or dealers sooner than 45 days
after acceptance of an application for registration;
(iii) To authorize the issuance of orders canceling registrations of
brokers or dealers, or pending applications for registration, if such
brokers or dealers or applicants for registration are no longer in
existence or are not engaged in business as brokers or dealers; and
(iv) To determine whether notices of withdrawal from registration on
Form BDW shall become effective sooner than the normal 60-day waiting
period.
(2) Under section 15B(a) of the Act (15 U.S.C. 78o-4(a)):
(i) To authorize the issuance of orders granting registration of
municipal securities dealers within 45 days of the filing of acceptable
applications for registration as a municipal securities dealer (or
within such longer period as to which the applicant consents); and
(ii) To grant registration of municipal securities dealers sooner
than 45 days after receipt by the Commission of acceptable applications
for registration.
(3) Under section 15B(c) of the Act (15 U.S.C. 78o-4(c)):
(i) To authorize the issuance of orders canceling registrations of
municipal securities dealers, or pending applications for registration,
if such municipal securities dealers or applicants for registration are
no longer in existence or are not engaged in business as municipal
securities dealers; and
(ii) To determine whether notices of withdrawal from registration on
Form MSDW shall become effective sooner than the normal 60-day waiting
period.
(4) Under section 15C(a) of the Act (15 U.S.C. 78o-5(a)):
(i) To authorize the issuance of orders granting registration of
government securities brokers or government securities dealers for which
the Commission is the appropriate regulatory agency within 45 days of
the acceptance of an application for registration as a government
securities broker or government securities dealer (or within such longer
period as to which the applicant consents); and
[[Page 43]]
(ii) To grant registration of government securities brokers or
government securities dealers for which the Commission is the
appropriate regulatory agency sooner than 45 days after acceptance of an
application for registration.
(5) Under section 15C(c) of the Act (15 U.S.C. 78o-5(c)):
(i) To authorize the issuance of orders canceling registrations of
government securities brokers or government securities dealers
registered with the Commission, or pending applications for
registration, if such government securities brokers or government
securities dealers or applicants for registration are no longer in
existence or are not engaged in business as government securities
brokers or government securities dealers; and
(ii) To determine whether notices of withdrawal from registration on
Form BDW shall become effective sooner than the normal 60-day waiting
period.
(6) Under section 17A(c) of the Act (15 U.S.C. 78q-1(c)):
(i) To authorize the issuance of orders granting registration of
transfer agents within 45 days of the filing of acceptable applications
for registration as a transfer agent (or within such longer period as to
which the applicant consents);
(ii) To grant registration of transfer agents sooner than 45 days
after receipt by the Commission of acceptable applications for
registration;
(iii) To authorize the issuance of orders canceling registrations of
transfer agents, or pending applications for registration, if such
transfer agents or applicants for registration are no longer in
existence or are not engaged in business as transfer agents; and
(iv) To determine whether notices of withdrawal from registration on
Form TA-W shall become effective sooner than the normal 60-day waiting
period.
(b) With respect to the Investment Advisers Act of 1940 (15 U.S.C.
80b-1 et seq.):
(1) Under section 203(c) of the Act (15 U.S.C. 80b-3(c)):
(i) To authorize the issuance of orders granting registration of
investment advisers within 45 days of the filing of acceptable
applications for registration as an investment adviser (or within such
longer period as to which the applicant consents); and
(ii) To grant registration of investment advisers sooner than 45
days after receipt by the Commission of acceptable applications for
registration.
(2) Under section 203(h) of the Act (15 U.S.C. 80b-3(h)), to
authorize the issuance of orders canceling registrations of investment
advisers, or pending applications for registration, if such investment
advisers or applicants for registration are no longer in existence or
are not engaged in business as investment advisers.
(c) With respect to the Securities Investor Protection Act of 1970
(15 U.S.C. 78aaa et seq.):
(1) To cause a written notice to be sent by registered or certified
mail, upon receipt of a copy of a notice sent by or on behalf of the
Securities Investor Protection Corporation that a broker or dealer has
failed to timely file any report or information or to pay when due all
or any part of an assessment as required under section 10(a) of this
Act, to such delinquent member advising such member that it is unlawful
for him or her under the provisions of such section of the Act to engage
in business as a broker-dealer while in violation of such requirements
of the Act and requesting an explanation in writing within ten days
stating what he or she intends to do in order to cure such delinquency;
(2) To authorize formerly delinquent brokers or dealers, upon
receipt of written confirmation from or on behalf of the Securities
Investor Protection Corporation that the delinquencies referred to in
paragraph (c)(1) of this section have been cured, and upon having been
advised by the appropriate regional or district office of this
Commission and the Division of Enforcement and Division of Market
Regulation that there is no objection to such member being authorized to
resume business, and upon there appearing to be no unusual or novel
circumstances which would warrant direct consideration of the matter by
this Commission, to resume business as registered broker-dealers as
provided in section 10(a) of this Act.
[[Page 44]]
(d) Notwithstanding anything in the foregoing, in any case in which
the Associate Executive Director of the Office of Filings and
Information Services believes it appropriate, he or she may submit the
matter to the Commission.
(e) To authenticate all Commission documents produced for
administrative or judicial proceedings.
(Sec. 1, 76 Stat. 394, 15 U.S.C. 78d-1, 78d-2; sec. 10(a), 84 Stat.
1655, 15 U.S.C. 78jjj(a); sec. 15B, 15 U.S.C. 78o-4(a); sec. 17A, 15
U.S.C. 78q-1(c)(2); 11 U.S.C. 901, 1109(a))
[41 FR 1740, Jan. 12, 1976, as amended at 41 FR 32736, Aug. 5, 1976; 42
FR 56727, Oct. 28, 1977; 49 FR 12686, Mar. 30, 1984; 55 FR 11168, Mar.
27, 1990; 59 FR 5944, Feb. 9, 1994; 60 FR 14629, Mar. 20, 1995; 65 FR
57447, Sept. 22, 2000]
Sec. 200.30-12 [Reserved]
Sec. 200.30-13 Delegation of authority to Associate Executive Director of the Office of the Comptroller.
Pursuant to the provisions of Pub. L. 94-29, 89 Stat. 163, Pub. L.
87-592, 76 Stat. 395, 15 U.S.C. 78d-1, 78d-2, the Securities and
Exchange Commission hereby delegates, until the Commission orders
otherwise, the following function to the Associate Executive Director of
the Office of the Comptroller, to be performed by him or under his
direction by such person or persons as may be designated from time to
time by the Chairman of the Commission: The compromise and collection of
Federal claims as required by the Federal Claims Collection Act of 1966,
31 U.S.C. 951 et seq., in conformance with standards and procedures
jointly promulgated by the Attorney General and Comptroller General, 4
CFR 101.1--105.7.
(Sec. 25, 89 Stat. 163, 15 U.S.C. 78d-1; Sec. 2, 76 Stat. 395 15 U.S.C.
78d-2)
[44 FR 3473, Jan. 17, 1979, as amended at 60 FR 14630, Mar. 20, 1995]
Sec. 200.30-14 Delegation of authority to the General Counsel.
Pursuant to the provisions of Pub. L. 101-181, 101 Stat. 1254, 101
Stat. 1255, 15 U.S.C. 78d-1, 15 U.S.C. 78d-2, and 5 U.S.C.
552a(d)(2)(B)(ii), the Securities and Exchange Commission hereby
delegates, until the Commission orders otherwise, the following
functions to the General Counsel of the Commission, to be performed by
him or her or under his or her direction by such person or persons as
may be designated from time to time by the Chairman of the Commission:
(a) Grant waivers of imputed disqualification requested pursuant to
17 CFR 200.735-8(d).
(b) Determine whether the Commission will submit, after consultation
with any Division or Office of the Commission designated by the
Commission, and amicus curiae brief in private litigation on issues
previously considered and designated by the Commission as appropriate
for the exercise of delegated authority. A list of the issues designated
by the Commission as subject to this delegated authority and, where
determined by the Commission, the position to be taken on each such
issue, may be obtained on request addressed to Securities and Exchange
Commission, Washington, DC 20549.
(c) Determine the appropriate disposition of all Freedom of
Information Act and confidential treatment appeals in accordance with
Secs. 200.80(d)(6), 200.80(e)(4), 200.83(e), 200.83(f), and 200.83(h).
(d) Determine the appropriate disposition of all Privacy Act appeals
and related matters in accordance with Secs. 200.304 (a) and (c);
200.307 (a) and (b); 200.308(a) (4)-(10); 200.308(b) (1)-(4); and
200.309(e) (1) and (2).
(e) File notices of appearance in bankruptcy reorganization cases
under section 1109(a) of the Bankruptcy Code involving debtors, the
securities of which are registered or required to be registered under
section 12 of the Securities Exchange Act.
(f) Approve non-expert, non-privileged, factual testimony by present
or former staff members, and the production of non-privileged documents,
when validly subpoenaed; and assert governmental privileges on behalf of
the Commission in litigation where the Commission appears as a party or
in response to third party subpoenas.
(g)(1) With respect to proceedings conducted pursuant to the
Securities Act of 1933 (15 U.S.C. 77a et seq.), the Securities Exchange
Act of 1934 (15 U.S.C. 78a et seq.), the Public Utility Holding Company
Act of 1935 (15 U.S.C. 79a et seq.), the Trust Indenture Act of
[[Page 45]]
1939 (15 U.S.C. 77aaa et seq.), the Investment Company Act of 1940 (15
U.S.C. 80a-1 et seq.), the Investment Advisers Act of 1940 (15 U.S.C.
80b-1 et seq.),the Securities Investor Protection Act of 1970 (15 U.S.C.
78aaa et seq.) and the provisions of Rule 102(e) of the Commission's
Rules of Practice (Sec. 201.102(e) of this chapter);
(i) To consider an application for review of an interlocutory ruling
which an administrative law judge has refused to certify, and to deny
such application upon determining that the administrative law judge did
not err in refusing to certify the matter.
(ii) To consider an interlocutory ruling which an administrative
judge has certified, and to affirm such ruling upon determining that
such action is appropriate.
(iii) To issue any order pursuant to an initial decision as to any
person who has not filed a petition for review within the time provided,
or has withdrawn his appeal, where the Commission has not on its own
motion ordered that the initial decision be reviewed.
(iv) Except where the Commission otherwise directs, to issue
findings and orders pursuant to offers of settlement which the
Commission has determined should be accepted.
(v) To grant petitions for review of initial decisions by a hearing
officer.
(vi) To grant motions of staff counsel to discontinue administrative
proceedings as to a particular respondent who has died or cannot be
found, or because of a mistake in the identity of a respondent named in
the order for proceedings.
(vii) To grant requests for the submission of late or additional
briefs, or the acceptance of affidavits or other material for inclusion
in the record or in support of motions or petitions addressed to the
Commission.
(viii) To issue an order dismissing an application for review upon
the request of the applicant that the application be withdrawn.
(ix) To issue an order dismissing an exemptive application upon the
request of the applicant that the application be withdrawn.
(x) To determine motions to consolidate proceedings pending before
the Commission.
(xi) To determine whether to permit or require that a record of
proceedings be supplemented with additional evidence.
(xii) To determine requests for leave to file an opposition to a
petition for review filed pursuant to the provisions of Rule 411 of the
Commission's Rules of Practice, Sec. 201.411 of this chapter.
(xiii) To issue a briefing schedule order pursuant to Rule 450 of
the Commission's Rules of Practice, Sec. 201.450 of this chapter.
(xiv) To determine motions for expedited briefing schedules.
(2) With respect to proceedings conducted pursuant to the Securities
Act of 1933 (15 U.S.C. 77a et seq.), the Securities Exchange Act of 1934
(15 U.S.C. 78a et seq.), the Investment Company Act of 1940 (15 U.S.C.
80a-1 et seq.), the Investment Advisers Act of 1940 ( 15 U.S.C. 80b-1 et
seq.), the Securities Investor Protection Act of 1970 (15 U.S.C. 78aaa
et seq.) and the provisions of Rule 102(e) of the Commission's Rules of
Practice (Sec. 201.102(e) of this chapter), to issue findings and orders
taking the remedial action described in the order for proceedings where
the respondents expressly consent to such action, fail to appear or
default in the filing of answers required to be filed; or to grant a
request, based upon a showing of good cause, to vacate an order of
default, so as to permit presentation of a defense.
(3) With respect to proceedings conducted pursuant to the Securities
Exchange Act of 1934 (15 U.S.C. 78a et seq.), to issue an order
dismissing an application for review of a denial by a self-regulatory
organization of an application by a person subject to statutory
disqualification to become associated with a member firm upon receipt of
notice from the self-regulatory organization that the firm is no longer
a member of the self-regulatory organization.
(4) With respect to proceedings under Sections 19 (d), (e) and (f)
of the Securities Exchange Act of 1934 (15 U.S.C. 78s (d), (e) and (f)),
to determine that an application for review under those sections has
been abandoned, under the provisions of Rule 420, Sec. 201.420 of this
chapter, or otherwise, and to issue an order dismissing the application
in such event.
[[Page 46]]
(5) With respect to proceedings conducted or reviewed pursuant to
the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.), the
Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.), the Investment
Advisers Act of 1940 ( 15 U.S.C. 80b-1 et seq.) and the provisions of
Rule 102(e) of the Commission's Rules of Practice, Sec. 201.102(e) of
this chapter, to determine applications to stay Commission orders
pending appeal of those orders to the federal courts and to determine
applications to vacate such stays.
(6) With respect to review proceedings pursuant to Sections 19 (d),
(e), and (f) of the Securities Exchange Act of 1934 (15 U.S.C. 78s (d),
(e), and (f)), to determine applications for a stay of action taken by a
self-regulatory organization pending Commission review of that action
and to determine applications to vacate such stays.
(7) In connection with Commission review of actions taken by self-
regulatory organizations, pursuant to Sections 19 (d), (e) and (f) of
the Securities Exchange Act of 1934 (15 U.S.C. 78s (d), (e) and (f)), to
grant or deny requests for oral argument in accordance with the
provisions of Rule 451, Sec. 201.451 of this chapter.
(h) Notwithstanding anything in paragraph (g) of this section, the
functions described in paragraph (g) of this section are not delegated
to the General Counsel with respect to proceedings in which the Chairman
or the General Counsel determines that separation of functions
requirements or other circumstances would make inappropriate the General
Counsel's exercise of such delegated functions. With respect to such
proceedings, such functions are delegated to the Executive Assistant to
the Chairman pursuant to Sec. 200.30-16 of this chapter.
(i) Notwithstanding anything in paragraph (g) of this section, in
any case described in paragraph (g) of this section in which the General
Counsel believes it appropriate, he or she may submit the matter to the
Commission.
(j) With respect to the Securities Exchange Act of 1934 (15 U.S.C.
78a et seq.):
(1) To administer the provisions of Sec. 240.24c-1 of this chapter;
provided that access to nonpublic information as defined in such section
shall be provided only with the concurrence of the head of the
Commission division or office responsible for such information or the
files containing such information.
(2) To administer the provisions of section 24(d) of the Act (15
U.S.C. 78x(d)).
(k) To refer matters and information concerning possible
professional misconduct to state bar associations and other state
professional boards or societies.
(l) File applications in district court under Section 21(e)(1) of
the Securities Exchange Act of 1934 (15 U.S.C. 78u(e)(1)) to obtain
orders commanding persons to comply with Commission orders.
[47 FR 20288, May 12, 1982, as amended at 49 FR 13866, Apr. 9, 1984; 49
FR 43951, Nov. 1, 1984; 53 FR 17458, May 17, 1988; 54 FR 18101, Apr. 27,
1989; 54 FR 33500, Aug. 15, 1989; 58 FR 8541, Feb. 16, 1993; 58 FR
52419, Oct. 8, 1993; 59 FR 39680, Aug. 4, 1994; 60 FR 14630, Mar. 20,
1995; 60 FR 32794, June 23, 1995; 61 FR 56892, Nov. 5, 1996; 65 FR
12469, Mar. 9, 2000]
Sec. 200.30-15 Delegation of authority to Executive Director.
Under Pub. L. 100-181, 101 Stat. 1254 (15 U.S.C. 78d-1, 78d-2), the
Securities and Exchange Commission hereby delegates, until the
Commission orders otherwise, the following functions to the Executive
Director to be performed by him or her or under his or her direction by
persons designated by the Chairman of the Commission: To identify and
implement additional changes within the Commission that will promote the
principles and standards of the National Performance Review and the
strategic and quality management approaches described by the Federal
Quality Institute's ``Presidential Award for Quality'' or its successor
awards.
[60 FR 14630, Mar. 20, 1995]
Sec. 200.30-16 Delegation of authority to Executive Assistant to the Chairman.
Pursuant to the provisions of Pub. L. 101-181, 101 Stat. 1254, 101
Stat. 1255, 15 U.S.C. 78d-1, and 15 U.S.C. 78d-2, the Securities and
Exchange Commission hereby delegates, until the Commission
[[Page 47]]
orders otherwise, the following functions to the Executive Assistant to
the Chairman (or to such other person or persons designated pursuant to
paragraph (c) of this section), to be performed by such Executive
Assistant or under the Executive Assistant's direction by such person or
persons as may be designated from time to time by the Chairman of the
Commission (or by such other person or persons designated pursuant to
paragraph (c) of this section):
(a) The functions otherwise delegated to the General Counsel under
Sec. 200.30-14(g) of this chapter, with respect to any proceeding in
which the Chairman or the General Counsel has determined, pursuant to
Sec. 200.30-14(h) of this chapter, that separation of functions
requirements or other circumstances would make inappropriate the General
Counsel's exercise of such delegated functions.
(b) Notwithstanding anything in paragraph (a) of this section, in
any proceeding described in paragraph (a) of this section in which the
Executive Assistant believes it appropriate, the Executive Assistant may
submit the matter to the Commission.
(c) Notwithstanding anything in this section, the functions
otherwise delegated to the Executive Assistant respecting any proceeding
in which the Chairman or the Executive Assistant determines that the
Executive Assistant's exercise of such delegated functions would be
inappropriate, are hereby delegated to such person or persons, not under
the Executive Assistant's supervision, as may be designated by the
Chairman.
[54 FR 18102, Apr. 27, 1989, as amended at 59 FR 39681, Aug. 4, 1994]
Sec. 200.30-17 Delegation of authority to Director of Office of International Affairs.
Pursuant to the provisions of Pub. L. 100-181, 101 Stat. 1254, 1255
(15 U.S.C. 78d-1, 78d-2), the Securities and Exchange Commission hereby
delegates, until the Commission orders otherwise, the following
functions to the Director of the Office of International Affairs to be
performed by the Director or under the Director's direction by such
other person or persons as may be designated from time to time by the
Chairman of the Commission:
(a) To administer the provisions of Sec. 240.24c-1 of this chapter;
provided that access to nonpublic information as defined in such section
shall be provided only with the concurrence of the head of the
Commission division or office responsible for such information or the
files containing such information.
(b) To administer the provisions of section 24(d) of the Securities
Exchange Act of 1934 (15 U.S.C. 78x(d)).
[58 FR 52419, Oct. 8, 1993]
Sec. 200.30-18 Delegation of authority to Director of the Office of Compliance Inspections and Examinations.
Pursuant to the provisions of Pub. L. 100-181, 101 Stat. 1254, 1255
(15 U.S.C. 78d-1, 78d-2), the Securities and Exchange Commission hereby
delegates, until the Commission orders otherwise, the following
authority to the Director of the Office of Compliance Inspections and
Examinations (``OCIE'') to be performed by the Director or by such other
person or persons as may be designated from time to time by the Chairman
of the Commission:
(a) To administer the provisions of Sec. 240.24c-1 of this chapter;
provided that access to nonpublic information as defined in such Section
shall be provided only with the concurrence of the head of the
Commission division or office responsible for such information or the
files containing such information.
(b) Pursuant to the Securities Exchange Act of 1934 (``the Exchange
Act'') (15 U.S.C. 78a et seq.):
(1) To grant and deny applications for confidential treatment filed
pursuant to Section 24(b) of the Exchange Act (15 U.S.C. 78x(b)) and
Rule 24b-2 thereunder (Sec. 240.24b-2 of this chapter); and
(2) To revoke a grant of confidential treatment for any such
application.
(c) Pursuant to Section 17(b) of the Exchange Act (15 U.S.C.
78q(b)), prior to any examination of a registered clearing agency,
registered transfer agent, or registered municipal securities dealer
whose appropriate regulatory agency is not the Commission, to notify and
consult with the appropriate regulatory agency for such clearing agency,
transfer agent, or municipal securities dealer.
[[Page 48]]
(d) Pursuant to Section 17(c)(3) of the Exchange Act (15 U.S.C.
78q(c)(3)), in regard to clearing agencies, transfer agents and
municipal securities dealers for which the Commission is not the
appropriate regulatory agency:
(1) To notify the appropriate regulatory agency of any examination
conducted by the Commission of any such clearing agency, transfer agent,
or municipal securities dealer;
(2) To request from the appropriate regulatory agency a copy of the
report of any examination of any such clearing agency, transfer agent,
or municipal securities dealer conducted by such appropriate regulatory
agency and any data supplied to it in connection with such examination;
and
(3) To furnish to the appropriate regulatory agency on request a
copy of the report of any examination of any such clearing agency,
transfer agent, or municipal securities dealer conducted by the
Commission and any data supplied to it in connection with such
examination.
(e) To administer the provisions of Section 24(d) of the Exchange
Act (15 U.S.C. 78x(d)).
(f) To notify the Securities Investor Protection Corporation
(``SIPC'') of facts concerning the activities and the operational and
financial condition of any registered broker or dealer which is or
appears to be a member of SIPC and which is in or approaching financial
difficulty within the meaning of Section 5 of the Securities Investor
Protection Act of 1970, as amended, 15 U.S.C. 78aa et seq.
(g) Pursuant to Section 15(b)(2)(C) of the Exchange Act (15 U.S.C.
78o(b)(2)(C)):
(1) To delay until the second six month period from registration
with the Commission the inspection of newly registered broker-dealers
that have not commenced actual operations within six months of their
registration with the Commission; and
(2) To delay until the second six month period from registration
with the Commission the inspection of newly registered broker-dealers to
determine whether they are in compliance with applicable provisions of
the Exchange Act and rules thereunder, other than financial
responsibility rules.
(h) With respect to the Investment Advisers Act of 1940 (``Advisers
Act'') (15 U.S.C. 80b-1 et seq.):
(1) Pursuant to Section 203(h) of the Advisers Act (15 U.S.C.80b-
3(h)), to authorize the issuance of orders cancelling registration of
investment advisers, or applications for registration, if such
investment advisers or applicants for registration are no longer in
existence or are not engaged in business as investment advisers; and
(2) Pursuant to Rule 204-2(j)(3)(ii) (Sec. 275.204-2(j)(3)(ii) of
this chapter), to make written demands upon non-resident investment
advisers subject to the provisions of such rule to furnish to the
Commission true, correct, complete, and current copies of any or all
books and records which such non-resident investment advisers are
required to make, keep current, or preserve pursuant to any provision of
any rule or regulation of the Commission adopted under the Advisers Act,
or any part of such books and records which may be specified in any such
demand.
(i) Notwithstanding anything in the foregoing, in any case in which
the Director of the OCIE believes it appropriate, the Director may
submit the matter to the Commission.
[60 FR 39644, Aug. 3, 1995]
Subpart B--Disposition of Commission Business
Authority: 5 U.S.C. 552b; 15 U.S.C. 78d-1 and 78w.
Source: 42 FR 14692, Mar. 16, 1977, unless otherwise noted.
Sec. 200.40 Joint disposition of business by Commission meeting.
Any meeting of the Commission that is subject to the provisions of
the Government in the Sunshine Act, 5 U.S.C. 552b, shall be held in
accordance with subpart I of this part. The Commission's Secretary shall
prepare and maintain a Minute Record reflecting the official action
taken at such meetings.
[60 FR 17202, Apr. 5, 1995]
[[Page 49]]
Sec. 200.41 Quorum of the Commission.
A quorum of the Commission shall consist of three members; provided,
however, that if the number of Commissioners in office is less than
three, a quorum shall consist of the number of members in office; and
provided further that on any matter of business as to which the number
of members in office, minus the number of members who either have
disqualified themselves from consideration of such matter pursuant to
Sec. 200.60 or are otherwise disqualified from such consideration, is
two, two members shall constitute a quorum for purposes of such matter.
[60 FR 17202, Apr. 5, 1995]
Sec. 200.42 Disposition of business by seriatim Commission consideration.
(a) Whenever the Commission's Chairman, or the Commission member
designated as duty officer pursuant to Sec. 200.43, is of the opinion
that joint deliberation among the members of the Commission upon any
matter is unnecessary in light of the nature of the matter,
impracticable, or contrary to the requirements of agency business, but
is of the view that such matter should be the subject of a vote of the
Commission, such matter may be disposed of by circulation of any
relevant materials concerning the matter among all Commission members.
Each participating Commission member shall report his or her vote to the
Secretary, who shall record it in the Minute Record of the Commission.
Any matter circulated for disposition pursuant to this subsection shall
not be considered final until each Commission member has reported his or
her vote to the Secretary or has reported to the Secretary that the
Commissioner does not intend to participate in the matter.
(b) Whenever any member of the Commission so requests, any matter
circulated for disposition pursuant to Sec. 200.42(a) shall be withdrawn
from circulation and scheduled instead for joint Commission
deliberation.
[42 FR 14692, Mar. 16, 1977, as amended at 59 FR 53936, Oct. 27, 1994.
Redesignated and amended at 60 FR 17202, Apr. 5, 1995]
Sec. 200.43 Disposition of business by exercise of authority delegated to individual Commissioner.
(a) Delegation to duty officer. (1) Pursuant to the provisions of
Pub. L. No. 87-592, 76 Stat. 394, as amended by section 25 of Pub. L.
94-29, 89 Stat. 163, the Commission hereby delegates to an individual
Commissioner, to be designated as the Commission's ``duty officer'' by
the Chairman of the Commission (or by the Chairman's designee) from time
to time, all of the functions of the Commission; Provided, however, That
no such delegation shall authorize the duty officer (i) to exercise the
function of rulemaking, as defined in the Administrative Procedure Act
of 1946, as codified, 5 U.S.C. 551 et seq., with reference to general
rules as distinguished from rules of particular applicability; (ii) to
make any rule, pursuant to section 19(c) of the Securities Exchange Act
of 1934; or (iii) to preside at the taking of evidence as described in
section 7(a) of the Administrative Procedure Act, 5 U.S.C. 556(b),
except that the duty officer may preside at the taking of evidence with
respect to the issuance of a temporary cease-and-desist order as
provided by Rule 511(c) of the Commission's Rules of Practice,
Sec. 201.511(c) of this chapter.
(2) To the extent feasible, the designation of a duty officer shall
rotate, under the administration of the Secretary, on a regular weekly
basis among the members of the Commission other than the Chairman.
(b) Exercise of duty officer authority. (1) The authority delegated
by this rule shall be exercised when, in the opinion of the duty
officer, action is required to be taken which, by reason of its urgency,
cannot practicably be scheduled for consideration at a Commission
meeting. After consideration of a staff recommendation involving such a
matter, the duty officer shall forthwith report his or her action
thereon to the Secretary.
(2) The duty officer may, when in his or her opinion it would be
proper and timely, exercise the authority delegated in this section to
initiate by order a nonpublic formal investigative proceeding pursuant
to section 19(b) of the Securities Act of 1933 (15 U.S.C. 77s(b)),
section 21(b) of the Securities
[[Page 50]]
Exchange Act of 1934 (15 U.S.C. 78u(b)), section 18(c) of the Public
Utility Holding Company Act of 1935 (15 U.S.C. 79r(c)), section 42(b) of
the Investment Company Act of 1940 (15 U.S.C. 80a-41(b)), section 209(b)
of the Investment Advisers Act of 1940 (15 U.S.C. 80b-9(b)), and part
203 (Rules Relating to Investigations) of this title (17 CFR part 203).
After consideration of a staff recommendation for initiation by order of
a nonpublic formal investigative proceeding, the duty officer shall
forthwith report his or her action thereon to the Secretary.
(3) In any consideration of Commission business by a duty officer,
the provisions of subpart I herein, Sec. 200.400 et seq., shall not
apply, whether or not the duty officer, in exercising his or her
authority, consults with, or seeks the advice of, other members of the
Commission individually.
(c) Commission affirmation of duty officer action. (1) Any action
authorized by a duty officer pursuant to Sec. 200.43(a) shall be either
(i) circulated to the members of the Commission for affirmation pursuant
to Sec. 200.42; or (ii) scheduled for affirmation at a Commission
meeting at the earliest practicable date consistent with the procedures
in subpart I.
(2)(i) The Commission may, in its discretion, at any time review any
unaffirmed action taken by a duty officer, either upon its own
initiative or upon the petition of any person affected thereby. The vote
of any one member of the Commission, including the duty officer, shall
be sufficient to bring any such unaffirmed action taken by a duty
officer before the Commission for review.
(ii) A person or party adversely affected by any unaffirmed action
taken by a duty officer shall be entitled to seek review by the
Commission of the duty officer's unaffirmed actions, but only in the
event that the unaffirmed action by the duty officer (A) denies any
request for action pursuant to sections 8(a) or 8(c) of the Securities
Act of 1933, or the first sentence of section 12(d) of the Securities
Exchange Act of 1934; (B) suspends trading in a security pursuant to
section 12(k) of the Securities Exchange Act of 1934; or (C) is pursuant
to any provision of the Securities Exchange Act of 1934 in a case of
adjudication, as defined in section 551 of Title 5, U.S. Code, not
required by that Act to be determined on the record after notice and
opportunity for hearing (except to the extent there is involved a matter
described in section 554(a) (1) through (6) of Title 5, United States
Code).
(3) Affirmed or unaffirmed action taken by the duty officer shall be
deemed to be, for all purposes, the action of the Commission unless and
until the Commission directs otherwise. Rule 26 of the Commission's
rules of practice, 17 CFR 201.26, shall not apply to duty officer
action.
[42 FR 14692, Mar. 16, 1977, as amended at 59 FR 53936, Oct. 27, 1994.
Redesignated and amended at 60 FR 17202, Apr. 5, 1995; 60 FR 32795, June
23, 1995]
Subpart C--Canons of Ethics
Authority: Secs. 19, 28, 48 Stat. 85, 901, as amended, sec. 20, 49
Stat. 833, sec. 319, 53 Stat. 1173, secs. 38, 211, 54 Stat. 841, 855; 15
U.S.C. 77s, 78w, 79t, 77sss, 80a-37, 80b-11.
Source: 25 FR 6725, July 15, 1960, unless otherwise noted.
Sec. 200.50 Authority.
The Canons of Ethics for Members of the Securities and Exchange
Commission were approved by the Commission on July 22, 1958.
Sec. 200.51 Policy.
It is characteristic of the administrative process that the Members
of the Commission and their place in public opinion are affected by the
advice and conduct of the staff, particularly the professional and
executive employees. It shall be the policy of the Commission to require
that employees bear in mind the principles specified in the Canons.
Sec. 200.52 Copies of the Canons.
The Canons have been distributed to employees of the Commission. In
addition, executive and professional employees are issued copies of the
Canons upon entrance on duty.
[[Page 51]]
Sec. 200.53 Preamble.
(a) Members of the Securities and Exchange Commission are entrusted
by various enactments of the Congress with powers and duties of great
social and economic significance to the American people. It is their
task to regulate varied aspects of the American economy, within the
limits prescribed by Congress, to insure that our private enterprise
system serves the welfare of all citizens. Their success in this
endeavor is a bulwark against possible abuses and injustice which, if
left unchecked, might jeopardize the strength of our economic
institutions.
(b) It is imperative that the members of this Commission continue to
conduct themselves in their official and personal relationships in a
manner which commands the respect and confidence of their fellow
citizens. Members of this Commission shall continue to be mindful of,
and strictly abide by, the standards of personal conduct set forth in
its regulation regarding Conduct of Members and Employees and Former
Members and Employees of the Commission, which is set forth in subpart M
of this part 200, most of which has been in effect for many years, and
which was originally codified in 1953.
(c) However, in addition to the continued observance of those
principles of personal conduct, it is fitting and proper for the members
of the Commission to restate and resubscribe to the standards of conduct
applicable to its executive, legislative and judicial responsibilities.
[25 FR 6725, July 15, 1960, as amended at 31 FR 13533, Oct. 20, 1966]
Sec. 200.54 Constitutional obligations.
The members of this Commission have undertaken in their oaths of
office to support the Federal Constitution. Insofar as the enactments of
the Congress impose executive duties upon the members, they must
faithfully execute the laws which they are charged with administering.
Members shall also carefully guard against any infringement of the
constitutional rights, privileges, or immunities of those who are
subject to regulation by this Commission.
Sec. 200.55 Statutory obligations.
In administering the law, members of this Commission should
vigorously enforce compliance with the law by all persons affected
thereby. In the exercise of the rulemaking powers delegated this
Commission by the Congress, members should always be concerned that the
rulemaking power be confined to the proper limits of the law and be
consistent with the statutory purposes expressed by the Congress. In the
exercise of their judicial functions, members shall honestly, fairly and
impartially determine the rights of all persons under the law.
Sec. 200.56 Personal conduct.
Appointment to the office of member of this Commission is a high
honor and requires that the conduct of a member, not only in the
performance of the duties of his office but also in his everyday life,
should be beyond reproach.
Sec. 200.57 Relationships with other members.
Each member should recognize that his conscience and those of other
members are distinct entities and that differing shades of opinion
should be anticipated. The free expression of opinion is a safeguard
against the domination of this Commission by less than a majority, and
is a keystone of the commission type of administration. However, a
member should never permit his personal opinion so to conflict with the
opinion of another member as to develop animosity or unfriendliness in
the Commission, and every effort should be made to promote solidarity of
conclusion.
Sec. 200.58 Maintenance of independence.
This Commission has been established to administer laws enacted by
the Congress. Its members are appointed by the President by and with the
advice and consent of the Senate to serve terms as provided by law.
However, under the law, this is an independent Agency, and in performing
their duties, members should exhibit a spirit of firm independence and
reject any effort by representatives of the executive or legislative
branches of the government to affect their independent
[[Page 52]]
determination of any matter being considered by this Commission. A
member should not be swayed by partisan demands, public clamor or
considerations of personal popularity or notoriety; so also he should be
above fear of unjust criticism by anyone.
Sec. 200.59 Relationship with persons subject to regulation.
In all matters before him, a member should administer the law
without regard to any personality involved, and with regard only to the
issues. Members should not become indebted in any way to persons who are
or may become subject to their jurisdiction. No member should accept
loans, presents or favors of undue value from persons who are regulated
or who represent those who are regulated. In performing their judicial
functions, members should avoid discussion of a matter with any person
outside this Commission and its staff while that matter is pending. In
the performance of his rule-making and administrative functions, a
member has a duty to solicit the views of interested persons. Care must
be taken by a member in his relationship with persons within or outside
of the Commission to separate the judicial and the rule-making functions
and to observe the liberties of discussion respectively appropriate.
Insofar as it is consistent with the dignity of his official position,
he should maintain contact with the persons outside the agency who may
be affected by his rule-making functions, but he should not accept
unreasonable or lavish hospitality in so doing.
Sec. 200.60 Qualification to participate in particular matters.
The question in a particular matter rests with that individual
member. Each member should weigh carefully the question of his
qualification with respect to any matter wherein he or any relatives or
former business associates or clients are involved. He should disqualify
himself in the event he obtained knowledge prior to becoming a member of
the facts at issue before him in a quasi-judicial proceeding, or in
other types of proceeding in any matter involving parties in whom he has
any interest or relationship directly or indirectly. If an interested
person suggests that a member should disqualify himself in a particular
matter because of bias or prejudice, the member shall be the judge of
his own qualification.
Sec. 200.61 Impressions of influence.
A member should not, by his conduct, permit the impression to
prevail that any person can improperly influence him, that any person
unduly enjoys his favor or that he is affected in any way by the rank,
position, prestige, or affluence of any person.
Sec. 200.62 Ex parte communications.
All proceedings required to be determined by the Commission on the
record shall be determined by the members solely upon the record and the
arguments of the parties or their counsel properly made in the regular
course of such proceeding. A member shall at all times comply with the
Commission's Code of Behavior governing ex parte communications between
persons outside the Commission and decisional employees, Sec. 200.110 et
seq.
[28 FR 4446, May 3, 1963]
Sec. 200.63 Commission opinions.
The opinions of the Commission should state the reasons for the
action taken and contain a clear showing that no serious argument of
counsel has been disregarded or overlooked. In such manner, a member
shows a full understanding of the matter before him, avoids the
suspicion of arbitrary conclusion, promotes confidence in his
intellectual integrity and may contribute some useful precedent to the
growth of the law. A member should be guided in his decisions by a deep
regard for the integrity of the system of law which he administers. He
should recall that he is not a repository of arbitrary power, but is
acting on behalf of the public under the sanction of the law.
Sec. 200.64 Judicial review.
The Congress has provided for review by the courts of the decisions
and orders by this Commission. Members should recognize that their
obligation to preserve the sanctity of the laws administered by them
requires that they
[[Page 53]]
pursue and prosecute, vigorously and diligently but at the same time
fairly and impartially and with dignity, all matters which they or
others take to the courts for judicial review.
Sec. 200.65 Legislative proposals.
Members must recognize that the changing conditions in a volatile
economy may require that they bring to the attention of the Congress
proposals to amend, modify or repeal the laws administered by them. They
should urge the Congress, whenever necessary, to effect such amendment,
modification or repeal of particular parts of the statutes which they
administer. In any action a member's motivation should be the common
weal and not the particular interests of any particular group.
Sec. 200.66 Investigations.
The power to investigate carries with it the power to defame and
destroy. In determining to exercise their investigatory power, members
should concern themselves only with the facts known to them and the
reasonable inferences from those facts. A member should never suggest,
vote for, or participate in an investigation aimed at a particular
individual for reasons of animus, prejudice or vindictiveness. The
requirements of the particular case alone should induce the exercise of
the investigatory power, and no public pronouncement of the pendency of
such an investigation should be made in the absence of reasonable
evidence that the law has been violated and that the public welfare
demand it.
Sec. 200.67 Power to adopt rules.
In exercising its rule-making power, this Commission performs a
legislative function. The delegation of this power by the Congress
imposes the obligation upon the members to adopt rules necessary to
effectuate the stated policies of the statute in the interest of all of
the people. Care should be taken to avoid the adoption of rules which
seek to extend the power of the Commission beyond proper statutory
limits. Its rules should never tend to stifle or discourage legitimate
business enterprises or activities, nor should they be interpreted so as
unduly and unnecessarily to burden those regulated with onerous
obligations. On the other hand, the very statutory enactments evidence
the need for regulation, and the necessary rules should be adopted or
modifications made or rules should be repealed as changing requirements
demand without fear or favor.
Sec. 200.68 Promptness.
Each member should promptly perform the duties with which he is
charged by the statutes. The Commission should evaluate continuously its
practices and procedures to assure that it promptly disposes of all
matters affecting the rights of those regulated. This is particularly
desirable in quasi-judicial proceedings. While avoiding arbitrary action
in unreasonably or unjustly forcing matters to trial, members should
endeavor to hold counsel to a proper appreciation of their duties to the
public, their clients and others who are interested. Requests for
continuances of matters should be determined in a manner consistent with
this policy.
Sec. 200.69 Conduct toward parties and their counsel.
Members should be temperate, attentive, patient and impartial when
hearing the arguments of parties or their counsel. Members should not
condone unprofessional conduct by attorneys in their representation of
parties. The Commission should continuously assure that its staff
follows the same principles in their relationships with parties and
counsel.
Sec. 200.70 Business promotions.
A member must not engage in any other business, employment or
vocation while in office, nor may he ever use the power of his office or
the influence of his name to promote the business interests of others.
Sec. 200.71 Fiduciary relationships.
A member should avoid service as a fiduciary if it would interfere
or seem to interfere with the proper performance of his duties, or if
the interests of those represented require investments in enterprises
which are involved in questions to be determined by him.
[[Page 54]]
Such relationships would include trustees, executors, corporate
directors, and the like.
Sec. 200.72 Supervision of internal organization.
Members and particularly the Chairman of the Commission should
scrutinize continuously its internal organization in order to assure
that such organization handles all matters before it efficiently and
expeditiously, while recognizing that changing times bring changing
emphasis in the administration of the laws.
Subpart D--Information and Requests
Authority: 5 U.S.C. 552, as amended, 15 U.S.C. 77f(d), 77s,
77ggg(a), 78m(F)(3), 78w, 79t, 79v(a), 77sss, 80a-37, 80a-44(a), 80a-
44(b), 80b-10(a), 80b-11.
Section 200.80 also issued under 5 U.S.C. 552b; 15 U.S.C. 78d-1,
78d-2; 78a et seq.; 11 U.S.C. 901, 1109(a).
Section 200.80a also issued under 5 U.S.C. 552b.
Sections 200.80b and 200.80c also issued under 11 U.S.C. 901,
1109(a).
Section 200.82 also issued under 15 U.S.C. 78n.
Section 200.83 also issued under Exec. Order 12,600, 3 CFR, 1987
Comp., p. 235.
Sec. 200.80 Commission records and information.
(a)(1) Information published in the Federal Register. Except as
provided in paragraph (b) of this section the following materials are
published in the Federal Register for the guidance of the public:
(i) Description of the Commission's central and field organization
and the established places at which, the employees from whom, and the
methods whereby the public may obtain information, make submittals or
requests, or obtain decisions;
(ii) Statements of the general course and method by which the
Commission's functions are channeled and determined, including the
nature and requirements of all formal and informal procedures available;
(iii) Rules of procedure, descriptions of forms available or the
places at which forms may be obtained, and instructions as to the scope
and contents of all papers, reports, or examinations;
(iv) Substantive rules of general applicability adopted as
authorized by law, and statements of general policy or interpretations
of general applicability formulated and adopted by the Commission;
(v) Each amendment, revision, or repeal of the foregoing; and
(vi) The notice of Commission meetings described in Sec. 200.403,
but only to the extent, and under the conditions, specified in
Sec. 200.403.
(2) Records available for public inspection and copying; documents
published and indexed. Except as provided in paragraph (b) of this
section, the following materials are available for public inspection and
copying during normal business hours at the public reference room
located at 450 Fifth Street, NW., Room 1024, Washington, DC and at the
Northeast and Midwest Regional Offices of the Commission, and, except
for indices, they are published weekly in a document entitled ``SEC
Docket'' (see paragraph (e)(8)(ii) of this section):
(i) Final opinions of the Commission, including concurring and
dissenting opinions, as well as orders made by the Commission in the
adjudication of cases;
(ii) Statements of policy and interpretations which have been
adopted by the Commission and are not published in the Federal Register;
(iii) Administrative staff manuals and instructions to staff that
affect a member of the public;
(iv) A record of the final votes of each member of the Commission in
every Commission proceeding concluded after July 1, 1967;
(v) Current indices (published quarterly or more frequently)
providing identifying information to the public as to the materials made
available pursuant to paragraphs (a)(2) (i), (ii), and (iii) of this
section which have been issued, adopted or promulgated after July 1,
1967, and such other indices as the Commission may determine; and
(vi) Copies and a general index of all records which have been
released to any person under the Freedom of Information Act and which,
because of the nature of their subject matter, the
[[Page 55]]
Commission determines have become or are likely to become the subject
matter of subsequent requests for substantially the same records.
(3) Records created on or after November 1, 1996, which are required
to be available for public inspection and copying under paragraph (a)(2)
of this section, shall be made available on the Internet.
(4) Other records available upon request. Except with respect to the
records made available under paragraphs (a) (1) and (2) of this section,
and subject to the provisions of paragraph (b) of this section,
pertaining to nonpublic matters, the Commission, upon request for
records which (i) reasonably describes such records and (ii) is made in
accordance with the rules set forth in paragraphs (d) and (e) of this
section, stating the time, place, fees (if any) and procedures to be
followed, shall make the records promptly available to any person. A
compilation of records generally available at the public reference room
at the principal office of the Commission appears below as appendix A to
this subpart (17 CFR 200.80a). Most of the records described in appendix
A to this section are provided to the public pursuant to the Securities
Act of 1933, 15 U.S.C. 77f(d), the Securities Exchange Act of 1934, 15
U.S.C. 78m(f)(3), the Public Utility Holding Company Act of 1935, 15
U.S.C. 79v(a), the Investment Company Act of 1940, 15 U.S.C. 80a-
44(a)(b), and the Investment Advisers Act of 1940, 15 U.S.C. 80b-10(a).
Arrangements can be made through the Public Reference Branch as
explained in paragraph (c) of this section for materials to be copied by
the Commission's contract copying service at fees found in appendix E to
this section.
(5) Records available with identifying details deleted. To the
extent required to prevent a clearly unwarranted invasion of personal
privacy, identifying details may be deleted from materials made public
as set forth in paragraphs (a) (1), (2), and (3), of this section, e.g.,
apparently defamatory statements made about any person, information
received by or given to the Commission in confidence, or any contents of
personnel and medical and similar files. In addition, certain materials
which are considered to be nonpublic, as described in paragraph (b) of
this section may, as authorized by the Commission from time to time, be
made available for public inspection and copying in an abridged or
summary form or with identifying details deleted.
(b) Nonpublic matters. Certain records are nonpublic, but any
reasonably segregable portion of a record shall be provided to any
person requesting such record in accordance with paragraphs (d) and (e)
of this section and after deletion of the portions which are considered
nonpublic under paragraph (b) of this section. Except for such
reasonably segregable portions of records, the Commission will generally
not publish or make available to any person matters that are:
(1)(i) Specifically authorized under criteria established by an
executive order to be kept secret in the interest of national defense or
foreign policy, and (ii) are in fact properly classified pursuant to
such executive order.
(2) Related solely to the internal personnel rules and practices of
the Commission or any other agency, including, but not limited to:
(i) Operation rules, guidelines, and manuals of procedure for
investigators, attorneys, accountants, and other employees other than
those which establish legal requirements to which members of the public
are expected to conform; or
(ii) Hiring, termination, promotion, discipline, compensation, or
reward of any Commission employee or member, the existence,
investigation, or disposition of a complaint against any Commission
employee or member, the physical or mental condition of any Commission
employee or member, the handling of strictly internal matters, matters
which would tend to infringe on the privacy of the staff or members of
the Commission, or similar subjects.
(3) Specifically exempted from disclosure by statute (other than 5
U.S.C. 552): Provided, That such statute (i) requires that the matters
be withheld from the public in such a manner as to leave no discretion
on the issue, or (ii) establishes particular criteria for withholding or
refers to particular types of matters to be withheld.
[[Page 56]]
(4) Disclose trade secrets and commercial or financial information
obtained from a person and privileged or confidential, including, but
not limited to:
(i) Information contained in letters of comment in connection with
registration statements, applications for registration or other material
filed with the Commission, replies thereto, and related material which
is deemed to have been submitted to the Commission in confidence or to
be confidential at the instance of the registrant or person who has
filed such material unless the contrary clearly appears; and
(ii) Information contained in any document submitted to or required
to be filed with the Commission where the Commission has undertaken
formally or informally to receive such submission or filing for its use
or the use of specified persons only, such as preliminary proxy material
filed pursuant to Rule 14a-6 under the Securities Exchange Act (17 CFR
240.14a-6) or preliminary information statements filed pursuant to Rule
14c-5 (17 CFR 240.14c-5) before definitive material has been filed with
the Commission, reports filed pursuant to Rule 316(a) under the
Securities Act (17 CFR 230.316(a)), agreements filed pursuant to Rule
15c3-1d(c)(6)(i) under the Securities Exchange Act (17 CFR 240.15c3-
1d(c)(6)(i)), schedules filed pursuant to Part II of Form X-17A-5 (17
CFR 249.617) in accordance with Rule 17a-5(b)(3) under the Securities
Exchange Act (17 CFR 240.17a-5(b)(3)), statements filed pursuant to Rule
17a-5(k)(1) under the Securities Exchange Act (17 CFR 240.17a-5(k)(1)),
and confidential reports filed pursuant to Rules 17a-10 and 17a-12 under
the Securities Exchange Act (17 CFR 240.17a-10 and 240.17a-12); and
(iii) Information contained in reports, summaries, analyses,
letters, or memoranda arising out of, in anticipation of or in
connection with an examination or inspection of the books and records of
any person or any other investigation.
(5) Interagency or intra-agency memoranda or letters, including
generally records which reflect discussions between or consideration by
members of the Commission or members of its staff, or both, of any
action taken or proposed to be taken by the Commission or by any member
of its staff, and specifically, reports, summaries, analyses,
conclusions, or any other work product of members of the Commission or
of attorneys, accountants, analysts, or other members of the
Commission's staff, prepared in the course of an inspection of the books
or records of any person whose affairs are regulated by the Commission,
or prepared otherwise in the course of an examination or investigation
or related litigation conducted by or on behalf of the Commission,
except those which by law would routinely be made available to a party
other than an agency in litigation with the Commission.
(6) Personnel and medical files and similar files the disclosure of
which would constitute a clearly unwarranted invasion of personal
privacy, including those concerning all employees of the Commission and
those concerning persons subject to regulation by the Commission.
(7) Records or information compiled for law enforcement purposes to
the extent that the production of such records or information:
(i) Could reasonably be expected to interfere with enforcement
activities undertaken or likely to be undertaken by the Commission or
the Department of Justice, or any United States Attorney, or any
Federal, state, local, foreign governmental authority or foreign
securities authority, any professional association, or any securities
industry self-regulatory organization;
(ii) Would deprive a person of a right to a fair trial or an
impartial adjudication;
(iii) Could reasonably be expected to constitute an unwarranted
invasion of personal privacy;
(iv) Could reasonably be expected to disclose the identity of a
confidential source including a state, local or foreign agency or
authority or any private institution which furnished information on a
confidential basis, and, in the case of a record or information compiled
by a criminal law enforcement authority in the course of a criminal
investigation, or by an agency conducting a lawful national security
intelligence investigation, information furnished by a confidential
source;
[[Page 57]]
(v) Would disclose techniques or procedures or would disclose
guidelines for law enforcement investigations or prosecutions if such
disclosure could reasonably be expected to risk circumvention of the
law; or
(vi) Could be reasonably expected to endanger the life or physical
safety of any individual.
(8) Contained in, or related to, any examination, operating, or
condition report prepared by, on behalf of, or for the use of, the
Commission, any other Federal, state, local, or foreign governmental
authority or foreign securities authority, or any securities industry
self-regulatory organization, responsible for the regulation or
supervision of financial institutions.
(9) Geological and geophysical information and data, including maps,
concerning wells.
(c)(1) Public reference facilities. In order to disseminate records,
including those listed in appendix A to this section, the Commission has
a specially staffed and equipped public reference room located at 450
Fifth Street NW., Room 1024, Washington, DC and public reference
facilities in its Northeast and Midwest Regional Offices . Copying
machines, which are available to requesters on a self-service or
contractor-operated basis, can be used to make immediate copies up to
8\1/2\ x 11 inches in size of materials that are available for
inspection in the Washington, DC, Northeast and Midwest Regional
Offices. Fees and levels of service are set out in the Commission's
schedule of fees in appendix E to this section and in information
available from the public reference room. The Commission accepts only
written requests for copies of documents.
(i) The public reference room in Washington has available for public
inspection all of the publicly available records of the Commission as
described in paragraph (a) of this section. In addition, upon request,
such records will be sent to the Commission's Northeast and Midwest
Regional Offices for inspection in the public reference facilities at
those offices, if the records are not needed by the Commission or the
staff in connection with the performance of official duties. Also upon
request, and only when suitable arrangements can be made with respect to
the transportation, storage, and inspection of records, records may be
sent to any other Commission office for inspection at that office, if
the records are not needed by the Commission or the staff in connection
with the performance of official duties. When records are sent to
another office at the request of a member of the public, the requestor
shall be charged all costs incurred by the Commission in transporting
the records.
(ii) All regional and district offices of the Commission have
available for public examination the materials set forth in paragraph
(a)(2) of this section and the SEC Docket, SEC News Digest and other SEC
publications. Blank forms as well as other general information about the
operations of the Commission described in paragraph (a)(1) of this
section may also be available at particular regional and district
offices.
(iii) In the Northeast and Midwest Regional Offices, microfiche of
all recent registration statements filed pursuant to the Securities Act
of 1933, registration statements and periodic reports filed pursuant to
the Securities Exchange Act of 1934, and periodic reports filed pursuant
to the Investment Company Act from 1969 to date are available for
inspection and reproduction.
The addresses of the Commission's regional and district offices are:
Northeast Regional Office. 7 World Trade Center, Suite 1300, New York,
NY 10048. Office hours--9 a.m. to 5:30 p.m. E.S.T.
Boston District Office--73 Tremont Street, Suite 600, Boston, MA
02108. Office hours--9 a.m. to 5:30 p.m. E.S.T.
Philadelphia District Office--The Curtis Center, Suite 1005 E., 601
Walnut Street, Philadelphia, PA 19106. Office hours--9 a.m. to
5:30 p.m. E.S.T.
Southeast Regional Office. 1401 Brickell Avenue, Suite 200, Miami, FL
33131. Office hours--9 a.m. to 5:30 p.m. E.S.T.
Atlanta District Office--3475 Lenox Road, NE., Suite 1000, Atlanta, GA
30326. Office hours--9 a.m. to 5:30 p.m. E.S.T.
Midwest Regional Office. 500 West Madison Street, Suite 1400, Chicago,
IL 60661. Office hours--8:45 a.m. to 5:15 p.m. C.S.T.
Central Regional Office. 1801 California Street, Suite 4800, Denver, CO
80202. Office hours--8 a.m. to 4:30 p.m. M.S.T.
Fort Worth District Office--801 Cherry Street, 19th Floor, Fort Worth,
TX 76102. Office hours--8:30 a.m. to 5 p.m. C.S.T.
[[Page 58]]
Salt Lake District Office--500 Key Bank Tower, 50 S. Main Street,
Suite 500, Box 79, Salt Lake City, UT 84144. Office hours--8
a.m. to 4:30 p.m. M.S.T.
Pacific Regional Office. 5670 Wilshire Boulevard, 11th Floor, Los
Angeles, CA 90036. Office hours 8:30 a.m. to 5 p.m. P.S.T.
San Francisco District Office--44 Montgomery Street, Suite 1100, San
Francisco, CA 94104. Office hours--8:30 a.m. to 5 p.m. P.S.T.
(2) Public reference inquiries. Inquiries concerning the nature and
extent of records available at the Commission's public reference room in
Washington or at its other public reference facilities may be made in
person or in writing. The addresses of all Commission Regional and
District Offices are set forth at paragraph (c)(1) of this section.
Written inquiries may be addressed to the Securities and Exchange
Commission, Public Reference Branch, 450 Fifth Street, NW., Washington,
DC 20549.
(3) Electronic filings made through the Electronic Data Gathering,
Analysis, and Retrieval system are publicly available through the
Commission's Web site (http://www.sec.gov).
(d) Requests for Commission records and copies thereof--(1) Time and
place of requests for access to Commission records. Requests for access
to records available through the Commission's public reference
facilities may be made in person during normal business hours at those
facilities or by mail directed to the Public Reference Branch,
Securities and Exchange Commission, Washington, DC 20549. In addition,
access to agency records not available in the public reference
facilities may be requested pursuant to the Freedom of Information Act.
Such requests must be in writing, should be clearly and prominently
identified by a legend on the first page, such as ``Freedom of
Information Act Request'', and should be addressed to the Freedom of
Information Act Officer, SEC, Operations Center, 6432 General Green Way,
Alexandria, VA 22312-2413. The request may also be made by facsimile
(703-914-1149) or by Internet (foia/[email protected]).
(2) Requests for copies of records. Requests for copies of
Commission records available through the Commission's public reference
facilities, including those listed in appendix A to this section, may be
made directly to the appropriate facility either in person or by mail
addressed to the Securities and Exchange Commission, Public Reference
Branch, Washington, DC 20549. Levels of service and charges for copies
are set out in the Commission's schedule of fees in appendix E to this
section. Requests for copies of materials to which access has been
granted pursuant to a Freedom of Information Act request will be
processed pursuant to regulations found in this section in paragraphs
(e)(9) and (e)(10) and at charges set out in appendix E to this section.
(3) Description of requested records. Each request for Commission
records or copies thereof shall reasonably describe the records sought
with sufficient specificity with respect to names, dates and subject
matter to permit the records to be located among the records maintained
by or for the Commission. A person who has requested Commission records
or copies thereof will be promptly advised if the records cannot be
located on the basis of the description given and that further
identifying information must be provided before his request can be
satisfied.
(4) Normal availability. Records maintained in the Commission's
public reference facilities or copies thereof will normally be made
available in keeping with levels of service and fees set out in appendix
E to this section. Records requested pursuant to the Freedom of
Information Act will be made available as described in paragraphs (e)(9)
and (e)(10) of this section.
(5) Initial determination; multi-track processing, and denials.--(i)
Time within which to respond. When a request complies with the
procedures in this section for requesting records under the Freedom of
Information Act, a response shall be sent within 20 business days from
the date the Office of Freedom of Information and Privacy Act Operations
receives the request, except as described in paragraphs (d)(5)(ii) and
(d)(5)(iii) of this section. If that Office has identified the requested
records, the response shall state that the records are being withheld,
in whole or in part, under a specific exemption or are being released.
[[Page 59]]
(ii) Voluminous records. The amount of separate and distinct records
which are demanded in a single request or the amount of time or work (or
both) involved may be such that the review of the records cannot be
completed within 20 business days, as prescribed in paragraph (d)(5)(i)
of this section. In such a case, the Office of Freedom of Information
and Privacy Act Operations shall inform the requester of the approximate
volume of the records and give him or her the option of limiting the
scope of the request to qualify for 20-day processing or placing the
request in the Commission's first-in, first-out (FIFO) system for
reviewing voluminous records. In the latter case, the Office will inform
the requester of the approximate time when the review will start. The
FIFO system allows the Commission to serve all those requesting
voluminous records on a first-come, first-served basis, such that all
releasable records sought will be released at one time, unless the
requester specifically requests that releasable records be released
piecemeal as they are processed.
(iii) Expedited processing. The Office of Freedom of Information and
Privacy Act Operations shall grant a request for expedited processing if
the requester demonstrates a compelling need for the records.
``Compelling need'' means that a failure to obtain the requested records
on an expedited basis could reasonably be expected to pose an imminent
threat to an individual's life or physical safety or, if the requester
is primarily engaged in disseminating information, an urgency to inform
the public of actual or alleged Federal government activity. A
compelling need shall be demonstrated by a statement, certified to be
true and correct to the best of the requester's knowledge and belief.
The Office of Freedom of Information and Privacy Act Operations shall
notify the requester of the decision to grant or deny the request for
expedited treatment within ten business days of the date of the request.
A request for records that has been granted expedited processing shall
be processed as soon as practicable.
(iv) Notice of denial. Any notification of denial of any request for
records shall state the name and title or position of the person
responsible for the denial of the request, the reason for the decision,
and the right of the requester to appeal to the General Counsel. The
decision shall estimate the volume of records that are being withheld in
their entirety, unless giving such an estimate would harm an interest
protected by the applicable exemption. The amount of information
redacted shall be indicated on the released portion of the record and,
if technically feasible, at the place where the redaction is made.
(v) Form of releasable records. Releasable records shall be made
available in any form or format requested if they are readily
reproducible in that form or format.
(6) Administrative review. Any person who has received no response
to a request within the period prescribed in paragraph (d)(5) of this
section or within an extended period permitted under paragraph (d)(7) of
this section, or whose request has been denied under paragraph (d)(5) of
this section, may appeal the adverse decision or failure to respond to
the General Counsel.
(i) The appeal shall be in writing, shall be clearly and prominently
identified on the envelope or other cover and at the top of the first
page by a legend such as ``Freedom of Information Act Appeal,'' and
shall identify the record in the form in which it was originally
requested.
(ii) The appeal must be mailed to the Office of Freedom of
Information and Privacy Act Operations, SEC, Operations Center, 6432
General Green Way, Alexandria, VA 22312-2413 or delivered to Room 1418
at that address, and a copy of it must be mailed to the General Counsel,
Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC
20549 or delivered to Room 1012-B at that address.
(iii) The appeal may include such facts and cite such legal or other
authorities as the person submitting the appeal may consider
appropriate.
(iv) The General Counsel shall have the authority to grant or deny
all appeals, in whole or in part, and to release as an exercise of
discretion
[[Page 60]]
records exempt from mandatory disclosure under 5 U.S.C. 552(b). In
appropriate cases he or she may, in his or her sole and unfettered
discretion, refer appeals to the Commission for determination.
(v) A determination with respect to any appeal shall be made within
twenty days (excepting Saturdays, Sundays and legal public holidays)
after the receipt of such appeal or within such extended period as may
be permitted in accordance with paragraph (d)(7) of this section.
(vi) A denial of an appeal in whole or in part shall set forth the
basis for the denial, and shall advise the requester that judicial
review of the decision is available in accordance with 5 U.S.C.
552(a)(4).
(7) Extension of time to consider requests and to consider
administrative appeals. In unusual circumstances, as specified in this
paragraph, the time limits prescribed in either paragraphs (d) (5) or
(6) of this section may be extended by written notice to the person
making a request for a record or a copy, setting forth the unusual
circumstances for such extension and the date on which a determination
is expected to be dispatched. No such notice shall specify a date that
would result in an extension for more than ten business days, except as
provided in paragraph (d)(8) of this section. As used in this paragraph,
``unusual circumstances'' means, but only to the extent reasonably
necessary to the proper processing of the particular request:
(i) The need to search for and collect the requested records from
field facilities or other establishments that are separate from the
office processing the request. (Many records of the Commission are
stored in Federal Records Centers in accordance with law--including many
of the documents which have been on file with the Commission for more
than 2 years--and cannot be made available for several days after a
request has been made. Other records may temporarily be located at a
regional or district office of the Commission. Any person who has
requested for personal examination a record stored at the Federal
Records Center or temporarily located in a regional or district office
of the Commission will be notified when and where the record will be
made available to him. Any person who has ordered a copy of such record
will be provided with a copy as soon as practicable). Some records have
been disposed of in accordance with the Commission's Records Control
Schedule (17 CFR 200.80(f)).
(ii) The need to search for, collect, and appropriately examine a
voluminous amount of separate and distinct records which are demanded in
a single request. (While every reasonable effort will be made fully to
comply with each request as promptly as possible on a first-come, first-
served basis, work done to search for, collect and appropriately examine
records in response to a request for a large number of records will be
contingent upon the availability of processing personnel in accordance
with an equitable allocation of time to all members of the public who
have requested or wish to request records.)
(iii) The need for consultation, which shall be conducted with all
practicable speed, with another agency having a substantial interest in
the determination of the request or among two or more components within
the Commission having substantial subject-matter interest therein.
(8) Inability to meet time limits. If a request for records cannot
be processed within the time prescribed under paragraph (d)(7) of this
section, the Commission shall so notify and give the requester an
opportunity to modify the request so that it may be processed within
that time or to arrange an alternative time for processing the request
or a modified request.
(i) Records in use for another member of the public. Any record
being inspected by or copied for another member of the public will be
made available as soon as practicable.
(ii) Records in use by a member of the Commission or its staff.
Although every effort will be made to make a record in use by a member
of the Commission or its staff available when requested, it may
occasionally be necessary to delay making such a record available when
doing so at the time the request is made would seriously interfere with
[[Page 61]]
the work of the Commission or its staff.
(iii) Missing or lost records. Any person who has requested a record
or copy will be notified if the record sought cannot be found. If he so
requests, he will be notified if it should subsequently be located.
(9) Misdirected written requests. The Commission cannot assure that
a timely or satisfactory response will be given to written requests for
inspection or copies of records that are directed to the Commission
other than in the manner prescribed in paragraphs (d) (1) and (2) of
this section. Any staff member who receives a written request for
records should promptly forward the request to the Freedom of
Information Act Officer. Misdirected requests for records will be
considered to have been received for purposes of paragraph (d) of this
section only when they have been actually received by the Freedom of
Information Act Officer. The Commission will not entertain any appeal
from an alleged denial or failure to comply with a misdirected request,
unless it is clearly shown that the request was in fact received by the
Freedom of Information Act Officer.
(e) Fees for records services. A current schedule of fees for record
services, including locating, reviewing, and making records available,
attestations and copying, appears in appendix E to this subpart D, 17
CFR 200.80e. Copies of the current schedule of fees may also be obtained
upon request made in person, by telephone or by mail from the public
reference room or at any regional or district office of the Commission.
(1) Services provided without charge. Generally, up to one-half hour
of staff time devoted to searching for and reviewing Commission records
will be provided without charge. Where a request for records pursuant to
the Freedom of Information Act is determined not to serve a commercial
purpose as defined in paragraph (e)(10)(ii) of this section, a total of
two staff hours of search and review and one hundred pages of
duplication as defined in paragraphs (e)(9)(i), (e)(9)(ii) and
(e)(9)(iii) of this section, respectively, shall be made available
without charge in the form most economical for the government.
(2) Services for which fees are charged. For records available
through the Commission's public reference facilities, requestors may
make arrangements for duplication in accordance with provisions of the
Commission's dissemination contract. Copies of that contract, which
contain tables of charges, may be inspected in the public reference
room, 450 Fifth Street, NW., Room 1024, Washington, DC. A complete
schedule of services offered by the contractor and fees charged for
those services is available through the Commission's public reference
facilities. Fees for services provided in connection with requests made
pursuant to the Freedom of Information Act shall be assessed as set out
in appendix E to this section and in keeping with guidelines and
procedures described in paragraphs (e)(9) and (e)(10) of this section.
(3) Requests requiring large expenditures. A request for Commission
records may state that the requesting person is willing to pay fees up
to a stated limit for services to be provided in locating, reviewing and
making available requested records. In such circumstances, no work will
be done that will result in fees beyond the stated limit without further
written authorization. If no limit is initially stated by the person
requesting records or copies, services in locating and making available
the requested records will not be done so as to exceed fees of $28
(exclusive of applicable copying charges) without the express written
authorization by the requesting person, and he will be so informed.
(4) Waiver or reduction of fees. (i) The Office of Freedom of
Information and Privacy Act Operations may waive or reduce search,
review, and duplication fees if:
(A) Disclosure of the requested records is in the public interest
because it is likely to contribute significantly to public understanding
of the operations or activities of the government; and
(B) Disclosure is not primarily in the commercial interest of the
requester.
(ii) The Office of Freedom of Information and Privacy Act Operations
will determine whether disclosure is likely to contribute significantly
to public
[[Page 62]]
understanding of the operations or activities of the government based
upon four factors:
(A) Whether the subject of the requested records concerns the
operations and activities of the Federal government;
(B) Whether the requested records are meaningfully informative on
those operations or activities so that their disclosure would likely
contribute to increased public understanding of specific operations or
activities of the government;
(C) Whether disclosure will contribute to the understanding of the
public at large, rather than the understanding of the requester or a
narrow segment of interested persons; and
(D) Whether disclosure would contribute significantly to public
understanding of the governmental operations or activities.
(iii) The Office of Freedom of Information and Privacy Act
Operations will determine whether disclosure of the requested records is
not primarily in the commercial interest of the requester based upon two
factors:
(A) Whether disclosure would further any commercial interests of the
requester; and
(B) Whether the public interest in disclosure is greater than the
requester's commercial interest.
(iv) If only a portion of the requested records satisfies both the
requirements for a waiver or reduction of fees, a waiver or reduction of
fees will be granted for only that portion.
(v) A request for a waiver or reduction of fees may be a part of a
request for records. Such requests should address all the factors
identified in paragraphs (e)(4)(ii) and (e)(4)(iii) of this section.
(vi) Denials of requests for a waiver or reduction of fees may be
appealed to the General Counsel in accordance with the procedure set
forth in paragraph (d)(6) of this section.
(5) Records obtained from Federal Records Centers. When, to fill a
request for inspection or copying, records are required to be obtained
from a Federal Records Center, fees, in addition to those provided on
the Commission's current schedule of fees, will be charged to the extent
authorized or required by rules or regulations promulgated by the
National Archives and Records Administration.
(6) Attestations. In addition to any other fees or charges which may
apply, a fee will be charged for records attestations as provided in the
Commission's current schedule of fees. The seal of the Commission will
be affixed to all attestations without additional charge.
(7) Copying services. Copies of records filed with or retained by
the Commission, or portions thereof, will be provided subject to fees
established by agreement between the Commission and a private contractor
as set forth in the Commission's current schedule of fees and, where
applicable, procedures and guidelines for Freedom of Information Act
requests as set out in paragraphs (e)(9) and (e)(10) of this section.
(i) Facsimile copies. Requests for facsimile copies may be made
either in person at the Commission's Washington, DC, Northeast, or
Midwest public reference rooms, or by mail addressed to the Securities
and Exchange Commission, Public Reference Room, 450 Fifth Street, NW.,
room 1024, Washington, DC 20549. The contractor will send copies
directly to the purchaser unless attestation is requested. Persons who
request copies of documents through the public reference room will be
billed by the contractor at regulated prices, and will be billed
separately by the Commission for search, review and attestation charges,
if any. Copies of documents requested directly from the contractor or
from any other information service or vendor are not subject to
regulated prices. Special classes of copying services, such as
telecopies, not listed herein or in the current schedule of fees posted
in the public reference room, are not provided or regulated by the
Commission, but may be obtained from private vendors at market prices.
(ii) Microfiche copies. A contractor also makes available to the
public microfiche copies of certain public documents on file with the
Commission, at prices and on terms governed by its contract with the
Commission. Microfiche services include subscription microfiche service
on an annual basis.
[[Page 63]]
Microfiche subscription prices are regulated by the Commission whether
requested through the public reference room or directly from the
contractor. Certain other microfiche services are provided at prices
that are regulated by the Commission only if ordered through the
Commission's public reference room. The Commission will accept only
subscription requests made in writing, although the contractor may elect
to accept subscription requests by telephone. All microfiche
subscription charges are payable directly to the contractor, whether
placed through the Commission or not. Information concerning the types
and cost of regulated microfiche services may be obtained by writing to
the Commission at its public reference room located at 450 Fifth Street,
NW., room 1024, Washington, DC 20549.
(iii) Transcripts of public hearings. Copies of the transcripts of
recent public hearings may be obtained from the reporter subject to the
fees established annually by contract between the Commission and the
reporter. Copies of that contract, which contains tables of charges, may
be inspected in the public reference room, 450 Fifth Street, NW., Room
1024, Washington, D.C. and in each regional and district office. Copies
of other public transcripts may be obtained, in the manner of other
Commission records, subject to the charges referred to in paragraph
(e)(7)(i) of this section.
(8) Releases and publications. (i) The Commission's decisions,
reports, orders, rules and regulations are published initially in the
form of releases and distributed.
(ii) The Commission publishes daily the SEC News Digest, which
summarizes the releases published by the Commission each day, contains
Commission announcements, and lists certain filings with the Commission.
The Commission publishes weekly the SEC Docket, which prints the full
text of every Commission release.
(iii) The Commission publishes an annual report to the Congress
which sets forth the results of the Commission's operations during the
past fiscal year under the various statutes committed to its charge.
Copies may be obtained from the Superintendent of Documents, U.S.
Government Printing Office, Washington, DC 20402.
(iv) The Commission also makes other information in the fields of
securities and finance, including economic studies, available to the
public through the issuance of releases on specific subject matters.
(v) A classification of the releases available from the Commission
appears below as appendix B to this section. Other publications
available from the Commission are set forth in appendix C to this
section. Copies of rules, regulations, and miscellaneous publications
set forth in appendix D to this section may be purchased from the
Superintendent of Documents, U.S. Government Printing Office,
Washington, DC 20402.
(9) Fees for services required for processing Freedom of Information
Act Requests. In cases where records are requested pursuant to the
Freedom of Information Act and according to procedures set forth in
paragraph (d)(1) of this section, fees shall be charged as set out in
the Commission's current schedule of fees, appendix E to this section,
for services as described in the following:
(i) Search. The term ``search'' includes all time spent looking for
material manually or by using electronic data processing equipment that
is responsive to a request, as distinguished from ``review'' as defined
at paragraph (e)(9)(ii) of this section. Searching for requested and
specifically identified information, as described in paragraph (d)(1) of
this section, includes the cost of staff time devoted to the search as
indicated in appendix E to this section and direct costs for use of
Commission electronic data processing equipment.
(ii) Review. The term ``review'' refers to the process of examining
documents located in response to a request to determine whether any
portion of any document is permitted to be withheld pursuant to
provisions of the Freedom of Information Act. It also includes
processing any documents for disclosure, e.g., doing all that is
necessary to excise material from and otherwise prepare them for
release.
(iii) Duplication. The term ``duplication'' refers to producing
paper or
[[Page 64]]
microform copies of records. The Commission shall charge for duplication
as established by agreement between the Commission and a private
contractor. These charges are currently set out in appendix E to this
section. Such charges shall be set so as not to exceed the direct cost
that would be incurred by the Commission if it were to perform such
services itself, as calculated to include the salary of operators, the
cost of reproduction machinery, the cost of material and any other
direct costs incurred by the Commission in copying materials responsive
to a Freedom of Information Act request.
(iv) Partial exemption from fee provisions. No fees shall be charged
for the first two hours of search time and the first one hundred pages
of materials for requesters described in paragraphs (e)(10)(i) and
(e)(10)(iii) of this section.
(v) Minimum fee. Fees will not be charged if the normal cost of
collecting a fee would be equal to or greater than the fee itself.
(10) Classification of Freedom of Information Act requesters for
purposes of assessing fees. Parties requesting records pursuant to the
Freedom of Information Act will be classified and charged fees described
in appendix E to this section as follows:
(i) The following types of requesters shall be charged for
duplication of records as described in paragraph (e)(9)(iii) of this
section as qualified in paragraph (e)(9)(iv) of this section:
Educational institutions requesting information for purposes of
scholarly research; non-commercial scientific institutions requesting
information for purposes of scientific research; and representatives of
the news media requesting information concerning current events or
matters of current interest to the general public.
(ii) Commercial requesters, defined as parties other than those
mentioned in paragraph (e)(10)(i) of this section who are requesting
information to be used in any way which could reasonably be expected to
result in corporate or personal financial gain or profit, shall be
charged for search, review and duplication of records as described in
paragraphs (e)(9)(i), (e)(9)(ii) and (e)(9)(iii), respectively, of this
section.
(iii) All parties other than those described in paragraphs
(e)(10)(i) and (e)(10)(ii) of this section requesting access to such
records shall be charged for search and duplication of records as
described in paragraphs (e)(9)(i) and (e)(9)(iii) of this section,
respectively, as qualified in paragraph (e)(9)(iv) of this section.
(11) Appeal of classification. Classification under the provisions
of paragraph (e)(10) of this section may be appealed to the General
Counsel in accordance with the procedure set forth in paragraph (d)(6)
of this section.
(12) Aggregation of requests. If the Freedom of Information Act
Officer reasonably believes that a requester or group of requesters
acting in concert is attempting to divide one request into a series of
requests for the purpose of evading the assessment of fees, those
requests may be aggregated and charges assessed accordingly.
(13) Advance payment. The Freedom of Information Act Officer may
require advance payment of fees expected to be incurred in connection
with a request, but only when the subject requester has failed to make
timely payment in the past, or when the estimated processing costs
exceed $250.00 and the requester has no previous payment records or has
failed to make timely payment in the past. Processing in such cases
shall be delayed until advance payment is received and statutory time
limits will be appropriately extended.
(14) Interest on unpaid bills. On the 31st day following the date of
a bill to a requester, the Commission may begin assessing interest on
the unpaid amount at the rate prescribed in section 3717 of title 31 of
the U.S. Code. Interest will accrue from the date of the bill.
[40 FR 8799, Mar. 3, 1975]
Editorial Note: For Federal Register citations affecting
Sec. 200.80, see the List of CFR Sections Affected, which appears in the
Finding Aids section of the printed volume and on GPO Access.
[[Page 65]]
Sec. 200.80a Appendix A--Documentary materials available to the public.
[See footnotes at end of table]
------------------------------------------------------------------------
Description Pursuant to section--
------------------------------------------------------------------------
Securities Act of 1933
------------------------------------------------------------------------
Registration statement providing financial 6
and other information concerning
securities offered for public sale, filed
under Regulation C (17 CFR 230.400 et
seq.).
Prospectuses (selling circulars) in 10
connection with registration statement.
Periodic reports (annual, quarterly, and (\1\)
current) to keep reasonably current the
information in registration statement.
Requests for extension of time to file (\2\)
information, document, or report.
Reports of sales of registered securities 19(a), 20(a)
and use of proceeds thereunder by first
time registrants.
Report by issuers of securities quoted on (\1\)
NASDAQ Inter-Dealer Quotation System.
Preliminary data (prospectus, circular 3(b)
letters, etc.) to oil offering
(Regulation B) (17 CFR 230.300 et seq.).
Offering sheets for oil or gas rights and 3(b)
royalties under Regulation B for
exemption from registration provisions
(17 CFR 230.300 et seq.).
Notifications of exemption from 3(b)
registration filed under Regulation A, E,
and F (17 CFR 230.251, 230.601, 230.651
et seq.).
Offering circulars and written 3(b)
advertisements or other communications
under Regulations A, E, and F (17 CFR
230.251, 230.601, 230.651 et seq.).
Report of sales and use of proceeds 3(b)
(Regulations A and E) (17 CFR 230.251,
230.601 et seq.).
Consent by non-resident to service of 3(b)
process (Regulation A) (17 CFR 230.251 et
seq.).
Application for relief from disability 3(b)
under Regulations A and F (17 CFR 230.651
et seq.).
Notice of proposed resale of restricted 4(1), 4(4)
securities and resale of securities by
control persons (17 CFR 230.144).
Notice of proposed sale by non-controlling 3(b)
person of restricted securities of
issuers which do not satisfy all of the
conditions of Rule 144 (17 CFR 230.237).
Notice of sale of securities by closely 3(b)
held issuers (issuers with 100 or less
beneficial owners) other than investment
companies, registered or required to be
registered under the Investment Company
Act of 1940 (17 CFR 230.240).
------------------------------------------------------------------------
[See footnotes at end of table]
------------------------------------------------------------------------
Description Pursuant to section--
------------------------------------------------------------------------
Securities Exchange Act of 1934
------------------------------------------------------------------------
Registration statement (securities listed 12(b)
on a national securities exchange).
Registration statement (securities traded 12(g)
over-the-counter).
Exemption from section 12(g), 13, 14, 15, 12(h)
or 16.
Information by a foreign issuer 12(g)(3)
temporarily exempt from section 12(g).
Certification of exchange approving 12(d)
securities for listing and registration.
Periodic reports (annual, quarterly and 13(a)
current) to keep current the information
in the above registration statements.
Request for extension of time to file 12(b)
information, document, or report.
Correspondence between the Commission and 13(a), 15(d)
registrants that are delinquent in filing
certain required reports.
Report by issuers of securities quoted on 15(d), 13(a)
NASDAQ Inter-Dealer Quotation System.
Certificate of termination of Registration (\3\)
for a class of security.
Notices of suspension of trading.......... 12(d)
Application to withdraw or strike a 12(d)
security from listing and registration on
a national securities exchange.
Notification by an exchange of the 12(a)
admission to trading of a substituted or
additional class of security.
Definitive proxy soliciting materials 14(a)
filed under Regulation 14A (17 CFR
240.14a-1 et seq.).
Distribution of information to security 14(c)
holders from whom proxies are not
solicited filed under Regulation C (17
CFR 230.400 et seq.).
Acquisitions, tender offers and 13(d), 14(d)
solicitations. (17 CFR 240.14d-1 et seq.).
Initial statement of beneficial ownership 16(a)
of equity securities by officers,
directors and principal stockholders of
issuers having listed equity securities;
and changes in such ownership.
Application for permission to extend 12(f)
unlisted trading privileges, notification
of changes, and notification of
termination or suspension.
Application for registration as a broker 15(b)
and dealer, and amendments or supplements
to such application.
Reports of financial condition of 17
registered brokers and dealers.
Application for registration as a transfer 17A(c)
agent and amendments to such application.
Application for registration as a 15B(a)
municipal securities dealer.
Application for registration or exemption 11A(b)
as a securities information processor.
Application for registration or exemption 17A(b)
as a clearing agency.
Irrevocable appointment of agent for 23(a)
service of process, pleadings and other
papers.
Notice by non-resident broker or dealer 17
specifying address of place in United
States where copies of books and records
are located and undertaking to furnish to
Commission, upon demand, copies of books
and records he is required to maintain.
Subordination agreements.................. 15
Initial assessment and information form 15(b)(8)
for registered brokers and dealers not
members of a registered national
securities association.
[[Page 66]]
Annual assessment and information form for 15(b)(8)
registered brokers and dealers not
members of a registered national
securities association.
Reports of market makers and other 17(a)
registered broker-dealers in securities
traded on national securities exchanges.
Reports by registered brokers and dealers 17(a)
who are OTC Market in Makers in any OTC
Margin Securities.
Proposed rule changes by all self- 19(b)
regulatory organizations.
Notice as to stated policies, practices 19(b)
and interpretations of self-regulatory
organizations.
Application by an exchange for 6(a)
registration or exemption from
registration as a national securities
exchange.
Annual amendments and supplemental 6(e)
material filed to keep reasonably current
the information contained in application
for registration or exemption.
Record disposal plan of national 17
securities exchanges.
Application for listing securities on an 12(b)
exempted exchange.
Periodic reports to keep reasonably 13
current the information contained in
application for listing securities on
exempted exchange.
Certification of exempted exchange 12(d)
approving securities for listing.
Application for registration as a national 15A
securities association or affiliated
securities association.
Annual supplement consolidated to keep 15A
reasonably current the information in the
above application.
Report of changes in membership status of 17, 19
any of its members required of national
securities exchanges and registered
national securities associations.
Application by a national securities 15A(b)(4)
association or a broker or dealer for
admission or continuance of a broker or
dealer as member of a national securities
association, notwithstanding a
disqualification under section 15A(b)(4).
Application for review of disciplinary 15A(g)
action or denial of membership by
registered securities association.
Reports on stabilizing activities 17
pertaining to a fixed price offering of
securities registered or to be registered
under the Securities Act of 1933, or
offered or to be offered pursuant to an
exemption under Regulation A (17 CFR
230.251 et seq.), or being or to be
otherwise offered if aggregate offering
price exceeds $500,000.
Plans by exchanges authorizing payment of 10
special commission in connection with a
distribution of securities on exchanges.
Suspensions of trading of securities 15(c)(5)
otherwise than on a national securities
exchange.
Annual and supplemental reports of the 17
Municipal Securities Rulemaking Board.
------------------------------------------------------------------------
[See footnotes at end of table]
------------------------------------------------------------------------
Description Pursuant to section--
------------------------------------------------------------------------
Public Utility Holding Company Act of 1935
------------------------------------------------------------------------
Notification of registration and 5(a), 5(b)
registration statement by public utility
holding companies providing financial and
other information concerning the issue
and sale of securities.
Annual reports by registered holding 5(d)
companies to keep reasonably current
information in the registration statement.
Application for an order of the Commission 5(d)
declaring registrant has ceased to be a
holding company.
Statement by a person employed or retained 12(i)
by a registered holding company or
subsidiary thereof, of subject matter in
respect of which retained or employed;
and annual statement thereafter.
Application for exemption from provisions 2(a)(3), 2(a)(4),
of the Act and applications for 2(a)(7)(B), 2(a)(8)(B),
declaratory orders regarding status of 3(a), (b)
company under Act by holding companies,
subsidiaries, and other companies.
Twelve-month statement by bank claiming 3(a), (d)
exemption under the Act.
Application for approval of mutual service 13(b)
company or declaration with respect to
organization and conduct of business of
subsidiary service company.
Statement executed by financial 17(c)
institution authorizing representative to
serve as officer or director of holding
company or subsidiary, filed by
representative.
Initial statement of beneficial ownership 17(a)
of securities filed by officers and
directors of registered public utility
holding companies, and changes in such
ownership.
Annual reports by mutual and subsidiary 13
service companies.
Application by interested persons for 11(f)
approval of reorganization plans required
in court proceedings for reorganization
of registered holding companies and
subsidiaries.
Application by or on behalf of persons 11(f)
requesting approval of payment of fees,
expenses or remuneration for services
rendered in connection with a proceeding
in reorganization in a U.S. Court
involving registered holding companies or
subsidiaries.
Notices of intention regarding proposed 11, 12(d), 12(f)
sale of securities and other assets not
requiring filing of application or
declaration.
Statements in justification of fees and 6(b), 7, 9, 10, 12(d)
expenses proposed to be paid.
Reports to stockholders by registered 14, 15
holding company or subsidiary thereof and
annual reports submitted by registered
holding company or subsidiary thereof to
a State commission covering operations
not reported to Federal Power Commission.
------------------------------------------------------------------------
[[Page 67]]
[See footnotes at end of table]
------------------------------------------------------------------------
Description Pursuant to section--
------------------------------------------------------------------------
Trust Indenture Act of 1939
------------------------------------------------------------------------
Statement of eligibility and qualification 305, 307
of corporations or individuals as
trustees under qualified indenture under
which debt security has been or is to be
issued.
Application for qualification of indenture 307
under which security (bonds, debentures,
notes and similar debt securities) has
been or is to be issued.
Application for exemption from provisions 304(c), (d)
of the Act in certain cases.
Application re conflict of interest of 310(b)(1)
trustees.
Reports by indenture trustee to indenture 313
security holders with respect to
eligibility and qualification under
section 310.
Application relative to affiliations 310(b)(3), 310(b)(6)
between trustees and underwriters.
------------------------------------------------------------------------
[See footnotes at end of table]
------------------------------------------------------------------------
Description Pursuant to section--
------------------------------------------------------------------------
Investment Advisers Act of 1940
------------------------------------------------------------------------
Application for registration as investment 203(c), 204
adviser or to amend or supplement such an
application.
Application for exemption and other relief 206A
Irrevocable appointment of agent for 211(a)
service of process, pleadings and other
papers.
Notice by non-resident investment adviser 204
specifying address of place in United
States where copies of books and records
are located, or.
Undertaking by non-resident investment 204
adviser to furnish to Commission, upon
demand, copies of any books or records he
is required to maintain.
------------------------------------------------------------------------
[See footnotes at end of table]
------------------------------------------------------------------------
Description Pursuant to section--
------------------------------------------------------------------------
Investment Company Act of 1940
------------------------------------------------------------------------
Notification of registration of investment 8(a), 8(b)
company, and registration statement
covering an offering of securities of
investment company evidencing an interest
in a portfolio of securities in which the
investment company invests.
Periodic reports (annual and quarterly) to 30(a), 30(b)(1)
keep reasonably current the information
in above registration statement.
Periodic or interim reports to security 30(b)(2)
holders of registered investment
companies.
Application for order of the Commission 8(f)
determining registrant has ceased to be
an investment company.
Fidelity bond, resolution of board of 17(g)
directors, notice of cancellation or
termination of bond for officers and
employees of investment companies who
have access to its securities or funds.
Waiver of indemnification of officers and 17(h), 17(i)
directors of investment companies.
Report of independent auditors examining 17(f)
records of investment companies.
Application by other than registrant for 35(d)
order of Commission declaring corporate
name of registrant is misleading or
deceptive.
Request by company for certificate to be (\4\)
issued to Secretary of Treasury.
Proxy soliciting material................. 20(a) \5\
Initial statement of beneficial ownership 30(f)
of securities by officers, directors and
other specified insiders of registered
closed-end investment companies, and
changes in such ownership.
Application for exemption from provisions 2(a)(9), 3(b)(2), 6 (b),
of the Act and other relief. (c), (d), 7 (d), 10 (e),
(f), 11 (a), (c), 12 (d)
(1), (d)(2), 14(a), 15 (a),
16(a), 17 (a), (b), (d),
(e), 18(i), 22(d), 23 (b)
(5), (c)(3), 24(d), 26(a)
(2)(C), 28(c), 35(d), and
others.
Statement of transactions--exemption from 10(f)
provisions of section 10(f).
Application for an ineligible person to 9(b)
serve as officer, director, etc. of a
registered investment company.
Request for advisory report of the 25(b)
Commission relating to the reorganization
of registered investment company.
Report of repurchase of its own securities 23(c)
by a closed-end company.
Sales literature regarding securities of 24(b)
certain investment companies.
Statement of the Federal Savings and Loan 6(a)(4)
Corporation relating to the exemption of
certain issuers.
Report submitted pursuant to an order of ............................
the Commission.
Documents and records resulting from 33
derivative or representative law suits.
------------------------------------------------------------------------
Footnotes:
\1\ Section 15(d)--Securities Exchange Act of 1934.
\2\ Section 12(b)--Securities Exchange Act of 1934.
\3\ Section 12(g)--Securities Exchange Act of 1934.
\4\ Section 851(e)(1) of the Internal Revenue Code of 1954 is
applicable.
\5\ Regulation 14 under the Securities Exchange Act of 1934 is
applicable (17 CFR 240.14a-1 et seq.).
Miscellaneous
Requests or petitions that a change in the Commission's rules,
regulations or forms be made; comments on proposed rules, regulations or
forms; issuance, amendment or repeal of rules, regulations or forms
promulgated under the various Acts administered by the Commission.
Requests for no-action and interpretative letters and responses
thereto.
[[Page 68]]
Transcripts of proceedings in public hearings including testimony,
exhibits received in evidence, intermediate decisions, oral arguments,
motions, briefs, exceptions.
Commission findings, opinions, orders, rulings and notices issued
for public release.
Final opinions of the Commission, including concurring and
dissenting opinions, as well as orders made by the Commission in the
adjudication of cases.
A record of the final votes of each member of the Commission in
every Commission proceedings concluded after July 1, 1967.
Hearings and comments on proposed rules or statements of policy,
etc., except where the writer requests that his comments not be made
public.
Periodic reports filed by the International Bank for Reconstruction
and Development under Regulation BW--Rules 1 to 4, section 15(a) of the
Bretton Woods Agreement Act (17 CFR part 285).
Periodic reports filed by the Inter-American Development Bank,
pursuant to Regulation IA (17 CFR part 286) adopted pursuant to section
11(a) of the Inter-American Bank Act.
Periodic reports filed by the Asian Development Bank, pursuant to
Regulation AD (17 CFR part 287) adopted pursuant to section 11(a) of the
Asian Development Bank Act.
Copies of papers filed in court, and papers and documents received
from courts, are primarily for the use of the Commission attorneys and
other members of the staff. These may not always be complete and
accurate and may contain nonpublic staff notations. However, in
appropriate situations, with the approval of the Office of the General
Counsel, examination of such material may be made or copies obtained as
a matter of courtesy.
Statements of policy and interpretations which have been adopted by
the Commission and are not published in the Federal Register.
Administrative staff manuals and instructions to the staff that
affect a member of the public.
Reports by the Commission to the Congress as a whole.
Notices of Commission meetings announced to the public as described
in Sec. 200.403; announcements of Commission action to close a meeting,
or any portion thereof, as described in Sec. 200.404(b) and
Sec. 200.405(c); and certifications by the General Counsel, pursuant to
Sec. 200.406, that a Commission meeting, or any portion thereof, may be
closed to the public.
[41 FR 44696, Oct. 12, 1976, as amended at 42 FR 14693, Mar. 16, 1977]
Sec. 200.80b Appendix B--SEC releases.
Free mailing list distribution of releases has been discontinued by
the Commission because of rising costs and staff limitations. However,
the texts of all releases under the various Acts, the corporate
reorganization releases, and the litigation releases are contained in
the SEC Docket, which may be purchased through the Superintendent of
Documents as described in Sec. 200.80c of this part. The Statistical
series releases are contained in the SEC Monthly Statistical Review,
which also can be obtained by purchase through the Superintendent of
Documents.
[40 FR 1009, Jan. 6, 1975, as amended at 49 FR 12686, Mar. 30, 1984; 52
FR 24148, June 29, 1987; 52 FR 48193, Dec. 21, 1987]
Sec. 200.80c Appendix C--Rules and miscellaneous publications available from the Government Printing Office.
(a) The current rules of the Commission are not published by the
Commission in pamphlet form. All SEC public rules and regulations,
including its Rules of Practice, are contained in title 17 of the Code
of Federal Regulations, which also is available for purchase from the
Superintendent of Documents, Government Printing Office, Washington, DC
20402. New rules and rules changes, and other Commission releases,
except statistical releases, also are published in the Federal Register
as they are adopted.
(b) Copies of the following miscellaneous publications may be
purchased from the Superintendent of Documents, Government Printing
Office, Washington, DC 20402. Please address to him directly all
inquiries, orders and payments concerning the following publications:
1. Reports.
SEC Annual Report to the Congress.
2. Periodicals.
Official Summary. A monthly summary of securities transactions and
holdings reported under the provisions of the Securites Exchange Act of
1934, the Public Utility Holding Company Act of 1935, and the Investment
Company Act of 1940 by officers, directors, and certain other persons.
SEC Monthly Statistical Review. A monthy publication containing data on
round-lot and odd-lot share volume in stock exchanges, OTC volume in
selected securities, block distributions, securities registrations and
offerings, net change in corporate securities outstanding, working
capital of U.S. corporations, assets of non-insured pension funds, Rule
144 filings and 8K reports.
Directory of Companies Filing Annual Reports with the Securities and
Exhange Commission under the Securities Exchange Act of 1934. Published
annually. Lists companies alphabetically and classified by industry
groups according to the Standard Industrial
[[Page 69]]
Classification Manual of the Bureau of the Budget.
[40 FR 1010, Jan. 6, 1975, as amended at 49 FR 12686, Mar. 30, 1984; 52
FR 24148, June 29, 1987; 52 FR 48193, Dec. 21, 1987]
Sec. 200.80d Appendix D--Other publications available from the Commission.
(a) Limited amounts of the following materials among others are
available free of charge upon request to the Commission's Publications
Section, Public Reference Branch, 202-272-7460:
Work of the Securities and Exchange Commission.
Blank copies of all forms used under each of the Acts administered
by the Commission.
(b) Facsimile copies of other SEC publications which are out of
print may be obtained through the Commission's Public Reference Section,
at the cost of the copying service to be performed by the commercial
copier employed to do the copying. Purchasers of copies will be billed
by the copier. An example of the publications which are available in
this way is the Litigation Actions and Proceedings Bulletin.
[52 FR 24148, June 29, 1987; 52 FR 48193, Dec. 21, 1987]
Sec. 200.80e Appendix E--Schedule of fees for records services.
Search and review services: Up to one half hour total--No fee. For
each one half hour or fraction thereof of chargeable service--up to GS-
11 employee performing service: $8.00; GS-12 or above employee
performing service: $14.00.
Attestation with Commission seal: $4.00
Duplication services: The following duplication services are available.
The stated time for delivery in each case begins to run only after
receipt of the material by the contractor; if files cannot immediately
be made available by the Commission, the time of shipment will be
affected.
Regular service. Paper copies of original paper copies, or from
microfiche accessible to the contractor, will be shipped within seven
calendar days after the contractor receives the order and material at
$0.24 per page, exclusive of any applicable shipment cost and sales
taxes.
Other services. The Commission's dissemination contractor also provides
a wide range of additional regulated dissemination services through the
Commission's public reference rooms. Two offsite services also are
provided at prices that are regulated: microfiche subscriptions and
watch services. Information concerning the availability of all
dissemination services may be obtained by writing to the Commission's
public reference room located at 450 Fifth Street, NW., room 1024,
Washington, DC 20549 or calling 202-272-3100. Copies made pursuant to
requests submitted to the Commission's public reference room will be
filled by the contractor and sent directly to the purchaser, unless
attestation is requested. The contractor will bill the purchaser
directly for the cost of copies plus postage or other delivery charges,
and applicable taxes. Purchasers shall make full payment directly to the
contractor for these services. Search, review or attestation charges
will be billed separately by the Commission.
[52 FR 24148, June 29, 1987; 52 FR 48193, Dec. 21, 1987, as amended at
55 FR 41189, Oct. 10, 1990; 57 FR 48970, Oct. 29, 1992; 58 FR 64120,
Dec. 6, 1993]
Sec. 200.80f Appendix F--Records control schedule.
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
File No. Type of filing Retention period
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Securities Act of 1933
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
2-33..................................................................................................................................................................................... Registration statements 30 years.
and amendments thereto
(Regulation C).
2-33..................................................................................................................................................................................... Periodic reports 30 years.
(annual, quarterly,
current, and proxy
material).
9-....................................................................................................................................................................................... Notice of proposed 21 years.
resale of restricted
securities and resale
of securities by
control persons (Form
144).
15-...................................................................................................................................................................................... Notice of sale of 6 years.
securities pursuant to
Rule 242 (Form 242).
(Obsolete).
18-...................................................................................................................................................................................... Applications for 10 years.
exemption from section
5 registration for
interests or
participations issued
in connection with
Keogh Plans (section
3(a)(2)).
19-...................................................................................................................................................................................... Notice of sale of 6 years.
securities pursuant to
section 4(6) of the
Securities Act of 1933
(Form 4(6)). (Obsolete).
20-...................................................................................................................................................................................... Offering sheets for oil 15 years.
or gas royalties--
Regulation B (Schedules
A, B, C).
[[Page 70]]
20-...................................................................................................................................................................................... Reports of sale 7 years.
(accorded confidential
treatment) (Form 1-G).
20-...................................................................................................................................................................................... Reports after 7 years.
termination of offering
(Form 3-G).
21-...................................................................................................................................................................................... Notice of sale for 6 years.
offerings under
Regulation D and
section 4(6) (Form D).
24-...................................................................................................................................................................................... Notification of Until completion or
exemption from termination of
registration offering plus 10
(Regulation A). years or order of
the Commission
permanently
suspending
exemption,
whichever comes
first.
29-...................................................................................................................................................................................... Report of issuers of 6 years.
sale of securities
deemed not to involve
any public offering
(Form 146). (Obsolete).
92-...................................................................................................................................................................................... Application for relief Until when final
from disability action on appeal
(Regulation A). is taken plus 10
years.
94-...................................................................................................................................................................................... Notification of 10 years.
exemption for
assessment or
assessable stock
(Regulation F).
95-...................................................................................................................................................................................... Notification of Until completion or
exemption for termination of
securities issued by a offering plus 5
small business years or until
investment company order of
(Regulation E). Commission
permanently
suspending
exemption,
whichever comes
first.
96-...................................................................................................................................................................................... Application for relief Until final action
from disability on appeal is taken
(Regulation F). plus 5 years.
98-...................................................................................................................................................................................... Notice of proposed sale 6 years.
by non-controlling
person of restricted
securities of issuers
which do not satisfy
all of the conditions
of Rule 144.
100-..................................................................................................................................................................................... Notification of 6 years.
exemption pursuant to
Rule 236.
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Securities Exchange Act of 1934
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
0-1...................................................................................................................................................................................... Registration statements 30 years.
(sections 12(b) and
12(g), exemptions
thereunder).
0-1...................................................................................................................................................................................... Periodic reports 30 years.
(annual, quarterly,
current and proxy
materials).
3-....................................................................................................................................................................................... Applications for 10 years.
continuance in
membership and
applications for review
of disciplinary actions
(self-regulatory
organizations).
4-281.................................................................................................................................................................................... Consolidated quotation For as long as plan
system plan and remains approved
amendments. plus 6 years.
4-208.................................................................................................................................................................................... Intermarket trading For as long as plan
system plan and remains approved
amendments. plus 6 years.
5-....................................................................................................................................................................................... Acquisitions, tender 20 years.
offers and
solicitations.
6-....................................................................................................................................................................................... Reports of beneficial 6 years.
ownership of securities
(Forms 3, 4, & 5).
7-....................................................................................................................................................................................... Applications for 10 years.
permission to extend
unlisted trading
privileges and related
applications pursuant
to Rule 12(f).
8-....................................................................................................................................................................................... Applications for For as long as
registration as broker, broker-dealer is
dealer, municipal registered with
securities broker, or the Commission
government securities plus 50 years.
broker or dealer and
related reports.
8-00-2A.................................................................................................................................................................................. Annual audit report For as long as
(fiscal or calendar broker-dealer is
year basis) (Form X-17A- registered with
5). (Non-public) the Commission
Supplemental report plus 13 years.
detailing Securities
Investor Protection
Corporation assessment
payment or overpayments
(Rule 17a-5). (Non-
public).
8-00-2A-19............................................................................................................................................................................... Reports of changes in For as long as
membership of any of broker-dealer is
its members required of registered with
national securities the Commission
exchanges and plus 6 years.
registered national
securities associations
(Form X-17A-19).
(Public).
8-00-3X.................................................................................................................................................................................. Examination/inspection
reports of brokers and
dealers, investment
companies and
investment advisors
1. Exam reports:
a. Home Office...... 13 years.
b. Regional Offices. 13 years.
2. Exam workpapers.... 13 years.
8-00-9................................................................................................................................................................................... Uniform application for For as long as
securities and broker-dealer is
commodities industry registered with
representative and/or the Commission
agent; certification plus 50 years.
for associated persons
engaged in securities
activities outside the
jurisdiction of the
United States; annual
assessment form for
registered brokers and
dealers not members of
a registered national
securities association
(Forms U-4, SECO 2-F,
SECO-4, 5).
8-2A10................................................................................................................................................................................... Annual report of revenue 10 years.
and expenses filed by
exchange members,
brokers and dealers
(Form X-17A-10).
(Obsolete).
[[Page 71]]
8-2A12................................................................................................................................................................................... Report by registered 6 years.
brokers and dealers who
are over-the-counter
market makers in any
OTC margin securities
(Form X-17A-12).
8-2A16(1), -2A16(2)...................................................................................................................................................................... Notification by 6 years.
qualified market makers
at least five business
days before such broker-
dealers obtain third
market maker exempt
credit pursuant to
Regulation U; and
quarterly report by
broker and dealer, who
during a calendar
quarter is or has been
qualified as a third
market maker (Forms X-
17A-16(1); X-17A-16(2))
(Obsolete).
8-2A17................................................................................................................................................................................... Quarterly report filed 6 years.
by every broker-dealer
block positioner who
has filed a notice
pursuant to paragraph
(a) of Rule 17a-17
(Form X-17A-17)
(Obsolete).
10-...................................................................................................................................................................................... Applications by an For as long as
exchange for exchange is
registration as a registered with
national securities the Commission
exchange. plus 6 years.
13-...................................................................................................................................................................................... Applications for listing 10 years.
securities on an
exempted exchange,
periodic reports.
14-...................................................................................................................................................................................... Annual reports of 10 years.
issuers having
securities listed on an
exempted exchange.
16-...................................................................................................................................................................................... Application for For as long as
registration as a association is
national securities registered with
association or the Commission
affiliated securities plus 6 years.
associations.
17-...................................................................................................................................................................................... Reports on stabilizing 6 years.
activities (Form X-17A-
1). (Obsolete).
23-...................................................................................................................................................................................... Applications for Until closed plus 6
exemption pursuant to years.
paragraph (g) of Rule
11Aa3-1.
26-...................................................................................................................................................................................... Plans by exchanges For as long as
authorizing payment of exchange is
special commission in registered with
connection with a the Commission
distribution of plus 50 years.
securities on exchanges
(Rule 10b-2(d)).
27-...................................................................................................................................................................................... Applications for 10 years.
exemption from section
13(f).
28-...................................................................................................................................................................................... Reports by institutional 4 years.
investment managers of
information with
respect to accounts
over which they
exercise discretion.
(Form 13F).
80-...................................................................................................................................................................................... Annual and supplemental Indefinitely
reports of Municipal (contingent).
Securities Rulemaking
Board (Rule 17a-21).
81-...................................................................................................................................................................................... Exemptions from 10 years.
registration under
section 12(g).
82-...................................................................................................................................................................................... Exemptions--American 10 years.
depositary receipts.
83-1..................................................................................................................................................................................... Periodic reports and 3 years.
related correspondence
by the Inter-American
Development Bank.
83-2..................................................................................................................................................................................... Periodic reports by the 3 years.
Asian Development Bank.
84-...................................................................................................................................................................................... Application for For as long as
registration as a transfer agent is
transfer agent (non- registered with
bank) and amendments the Commission
thereto. plus 50 years.
85-...................................................................................................................................................................................... Application for For as long as
registration as a transfer agent is
transfer agent (bank) registered with
and amendments thereto the Commission
(Form TA-1). plus 50 years.
86-...................................................................................................................................................................................... Application for For as long as
registration as a municipal
municipal securities securities dealer
dealer which is a bank is registered with
or separately the Commission
identifiable department plus 50 years.
or division of a bank
(Form MSD).
87-...................................................................................................................................................................................... Application for For as long as
registration as a securities
securities information information
processor and processor is
amendments thereto registered with
(Form SIP). the Commission
plus 50 years.
88-...................................................................................................................................................................................... Application for For as long as
exemption as a securities
securities information information
processor processor is
correspondence. registered with
the Commission
plus 50 years.
89-...................................................................................................................................................................................... Waiver for foreign 10 years.
issuers furnished by
American depositary
receipts; waiver of
information furnished
by American depositary
receipts regarding
foreign issuers for
Form F-6; waiver of
Rule 12g3-2(b)
reporting requirements,
annual reports to
shareholders, F-6
waiver, proxy.
89-...................................................................................................................................................................................... Other waivers for 3 years.
foreign issuers
furnished by American
depositary receipts..
128-8.................................................................................................................................................................................... Reports of disciplinary 6 years.
actions by stock
exchanges (Rule 19d-1).
205-3c................................................................................................................................................................................... Reports of disciplinary 6 years.
actions by NASD (Rule
19d-1).
500-..................................................................................................................................................................................... Suspension of trading of 10 years.
securities other than
on a national
securities exchange.
600-..................................................................................................................................................................................... Applications for For as long as
registration as a (non- clearing agency is
bank) clearing agency; registered with
amendments thereto. the Commission
plus 50 years.
600-9.................................................................................................................................................................................... Reports of disciplinary 6 years.
actions by clearing
agencies (Rule 19d-1).
601-..................................................................................................................................................................................... Applications for For as long as
exemption from clearing agency
registration as a (non- has reporting
bank) clearing agency. requirements with
the Commission
plus 20 years.
[[Page 72]]
SR....................................................................................................................................................................................... Proposed rule changes For as long as self-
and notice as to stated regulatory
policies and organization is
interpretations by self- registered with
regulatory the Commission
organizations. plus 6 years.
XX....................................................................................................................................................................................... Reports for missing, Indefinitely.
lost or counterfeit
securities (Form X-17F-
1A).
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Public Utility Holding Company Act of 1935
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
12-...................................................................................................................................................................................... Statements pursuant to 2 years.
section 12(i) by
persons employed or
retained by a
registered holding
company or subsidiary
thereof (Forms U-12(I)-
A & B).
30-...................................................................................................................................................................................... Notification and For as long as
registration by public holding company
utility holding has reporting
companies, annual requirements with
supplements. the Commission
plus 10 years.
31-...................................................................................................................................................................................... Statement of exemption For as long as
from the Act by company relies on
Commission order. exemption plus 10
years.
32-...................................................................................................................................................................................... Exemption of purchaser, Until lease is
assignee, etc. of terminated or
leased facilities (Form cancelled plus 5
U7D). years.
33-1..................................................................................................................................................................................... Annual statement by 2 years.
banks holding public
utility securities but
claiming exemption
under Rule 3.
34-...................................................................................................................................................................................... Annual statement by 2 years.
banks holding public
utility securities but
claiming exemption
under Rule 3 (Form U-
3A3-1).
37-...................................................................................................................................................................................... Applications and For as long as
declarations for service company is
authorization of part of a
service companies (Form registered holding
U-13-1). company plus 5
years.
38-...................................................................................................................................................................................... Statement under Rule For as long as
70(a)(1) executed by officer/director
financial authorizing serves plus 3
representative to serve years.
as officer/director of
holding company, filed
by representative.
40-...................................................................................................................................................................................... Certificates of 3 years.
notification by
registered holding
companies and
subsidiaries of
security issues
exempted from section
6(a) by section 6(b) or
exempt under Rule 47(b)
and not the subject of
an order of the
Commission (Form U-6B-
2).
49-...................................................................................................................................................................................... Annual report by mutual For as long as
and subsidiary service service company is
companies (Form U-13- part of a
60). registered holding
company system
plus 15 years.
50-...................................................................................................................................................................................... Order granting or Until close plus 3
withdrawing exemptions years.
from rules and related
correspondence.
52-...................................................................................................................................................................................... Application for approval Until closed plus 3
or reorganization under years.
section 11(f).
54-...................................................................................................................................................................................... Divestment of Until closed plus 3
securities, assets or years.
control (section 11(e)).
55-...................................................................................................................................................................................... Application for approval Until closed plus 3
of fees incurred in years.
connection with plan
under section 11(f).
59-...................................................................................................................................................................................... Simplification of Until closed plus 3
corporate structure, years.
sections 11(b) (1) and
(2).
62-...................................................................................................................................................................................... Report by an affiliate For as long as
service company or one service company is
engaged principally in part of a
the performance of registered holding
services (Form U-13E-1). company system
plus 4 years.
68-...................................................................................................................................................................................... Declaration with respect 10 years.
to solicitations
regarding
reorganizations of
registered holding
companies or
subsidiaries subject to
Rule 62 (Form U-R-1).
69-...................................................................................................................................................................................... Annual statements by 2 years.
holding companies
claiming exemption
pursuant to Rule 2
(intrastate or
predominantly operating
companies (Form U-3A-2).
70-...................................................................................................................................................................................... Applications and Until closed plus 3
declarations pursuant years.
to sections 6(b), 7, 9,
9(c)(3), 10, 12(b),
12(c), 12(d), 12(f) and
applicable rules
thereunder (Form U-1).
72-...................................................................................................................................................................................... Report of communication 2 years.
with stockholders.
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Trust Indenture Act of 1939
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
22-...................................................................................................................................................................................... Statements of Until indenture is
eligibility and terminated or
qualification of cancelled plus 30
corporations or years.
individuals as trustees
under qualified
indenture under which
debt security has been
or is to be issued and
exemptions thereto.
25-...................................................................................................................................................................................... Applications relative to Until applicable
affiliations between indenture is
trustees and terminated or
underwriters (Rule 10b- cancelled plus 33
3). years.
93-...................................................................................................................................................................................... Reports of indenture 1 year.
trustee to indenture
security holders with
respect to eligibility
and qualification under
Section 310.
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
[[Page 73]]
Investment Advisers Act of 1940
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
801-..................................................................................................................................................................................... Application for For as long as
registration as investment adviser
investment adviser and is registered with
related correspondence. the Commission
plus 9 years.
803-..................................................................................................................................................................................... Application for For as long as
exemption from investment adviser
registered and other conducts business
relief. under an exemption
plus 6 years.
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Investment Company Act of 1940
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
90-...................................................................................................................................................................................... Notice of sales of 6 years.
securities by closed-
end issuers (issuers
with 100 or less
beneficial owners)
other than investment
companies, registered
or required to be
registered.
811-..................................................................................................................................................................................... Notifications and For as long as
registration statements. registrant is
registered with
the Commission
plus 30 years.
811-..................................................................................................................................................................................... Periodic reports 10 years.
(annual, quarterly,
semi-annual, proxy
material).
812-..................................................................................................................................................................................... Applications for 10 years.
exemption and other
relief.
812-..................................................................................................................................................................................... Application by foreign For as long as
management investment registrant has
companies for order reporting
permitting registration. requirement with
the Commission
plus 33 years.
813-..................................................................................................................................................................................... Applications for For as long as
exemption of an registrant has
employee's security reporting
company (Section (b)). requirement with
the Commission
plus 33 years.
814-..................................................................................................................................................................................... Notice of intent to 2 years from filing
elect to be subject to date.
sections 55 and 65.
814-..................................................................................................................................................................................... Notification of 2 years from filing
withdrawal of election date.
to be subject to
sections 55 through 65.
814-..................................................................................................................................................................................... Notification of election 30 years or for as
to be subject to long as a class of
sections 55 through 65. the issuer's
equity securities
is registered
under the
Securities
Exchange Act of
1934 plus 10
years, whichever
comes first.
816-..................................................................................................................................................................................... Request for advisory 6 years.
report re
reorganization of
registered investment
company (17 CFR
270.02), and related
correspondence.
817-..................................................................................................................................................................................... Report of repurchase of 6 years.
securities by closed-
end investment company.
818-..................................................................................................................................................................................... Sales literature 6 years.
regarding securities of
certain investment
companies.
819-..................................................................................................................................................................................... Statement of the Federal 6 years.
Savings and Loan
Corporation relating to
the exemption of
certain issuers.
820-..................................................................................................................................................................................... Reports showing that 6 years.
companies have complied
with requirements of
the rule in purchasing
new issues of
securities from
underwriters.
821-..................................................................................................................................................................................... Reports by registered 10 years from date
small business of such action(s).
investment companies
and affiliated banks,
with respect to
investments.
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Miscellaneous Files and Reports
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
3-....................................................................................................................................................................................... Disciplinary proceedings 25 years.
(broker-dealer and
investment adviser).
3-....................................................................................................................................................................................... Administrative For as long as
proceeding stop orders. registrant has
reporting
requirement with
the Commission
plus 30 years.
4-....................................................................................................................................................................................... 102(e) proceedings 25 years.
(previously 2(e)
proceedings) (chaned to
3-).
4-....................................................................................................................................................................................... Miscellaneous studies, 25 years.
general conferences,
roundtable, etc.,
authorized by the
Commission.
111-..................................................................................................................................................................................... Federal government 30 years.
agencies miscellaneous
correspondence.
119-..................................................................................................................................................................................... Securities violation Until date of last
files (information reported action
regarding persons plus 10 years.
against whom actions
were reported on
charges of violating
state or federal laws
in the purchase and
sale of securities.
122-2.................................................................................................................................................................................... Members of Congress 1 year after
(inquiries relating to expiration of term
various subjects). in office.
122-3.................................................................................................................................................................................... Correspondence and other 30 years.
materials between the
various Senate
Committees and the
Commission.
122-4.................................................................................................................................................................................... Correspondence and other 30 years.
materials between the
various House
Committees and the
Commission.
[[Page 74]]
122-6.................................................................................................................................................................................... Correspondence and other 30 years.
materials between
Congressional
Commissions and Joint
Committees and the
Commission.
123-13................................................................................................................................................................................... Correspondence relating 30 years.
to the development of a
Canadian Extradition
Treaty.
124-..................................................................................................................................................................................... Stock exchanges (General For as long as
Correspondence). exchange is
registered with
the Commission.
124-1.................................................................................................................................................................................... Legislation and Laws: 30 years.
Drafts and comments
concerning suggested
amendments to the
various Acts
administered by the
Commission.
124-6
124-11
124-20
124-7, 124-7a............................................................................................................................................................................ Subject files--Drafts, 30 years.
comments and
correspondence
concerning proposed
legislation submitted
by the Senate and the
House to the Commission
for comment.
124-7b................................................................................................................................................................................... Drafts of bills not yet 30 years.
reported in Congress
that are submitted to
the Commission for
comment.
132-3.................................................................................................................................................................................... General Correspondence-- 10 years.
Active companies.
Inquiries and
complaints concerning
companies registered
under the various Acts
administered by the
Commission.
132-3.................................................................................................................................................................................... General Correspondence-- 6 years.
Inactive companies (no
longer required to file
reports with the
Commission). Inquiries
and complaints
concerning companies
registered under the
various Acts
administered by the
Commission.
132-3.................................................................................................................................................................................... General Correspondence-- 6 years.
Miscellaneous. Requests
for interpretation of
rules and regulations
under the Acts
administered by the
Commission.
140-..................................................................................................................................................................................... Drafts, internal 30 years.
memoranda,
correspondence
concerning rules and
regulations under each
of the Acts
administered by the
Commission.
206-, 207- to 215-, 917-................................................................................................................................................................. Reorganization 30 years.
proceedings under
Chapters IX, X, XI of
the Bankruptcy Act in
which the Commission
participates.
265-..................................................................................................................................................................................... Advisory Committees 30 years.
established by the
Commission
(correspondence,
questionnaires,
reports).
Confidential treatment materials......................................................................................................................................................... Periodic reports and 10 years.
other materials
containing contracts,
commercial and
financial information,
disclosure of which
would impair the value
thereof, submitted
under confidential
cover.
CHR...................................................................................................................................................................................... SEC Chairman's Subject 20 years.
Case Files.
CHR...................................................................................................................................................................................... SEC Chairman's Chairman's tenure
Chronological Files for in office plus 3
Period 1972 to Present. years.
CHR...................................................................................................................................................................................... SEC Chairman's General Chairman's tenure
Subject File. in office plus 3
years.
COMM..................................................................................................................................................................................... SEC Commissioners' Commissioner's
Files (excluding tenure in office
Chairman), 1934 to plus 1 year.
Present.
ENF...................................................................................................................................................................................... Investigative Case Until closed plus
Files--Closed. 25 years.
ENF...................................................................................................................................................................................... Investigative Case Until inactive plus
Files--Inactive. 25 years.
LIT...................................................................................................................................................................................... Litigation files: ...................
1. Briefs............. 25 years.
2. File contents other 10 years.
than briefs.
S7....................................................................................................................................................................................... Issuance, amendment or 30 years
rescission of rules (permanent).
under the various Acts--
public comments and
views, transcript of
hearings,
correspondence.
XX....................................................................................................................................................................................... Reports of internal ...................
inquiries:
1. Supporting Until date of final
documentation. action plus 5
years, if no
report is issued,
or until date of
final report plus
5 years.
2. Final reports...... 5 years.
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
[60 FR 50091, Sept. 28, 1995]
Sec. 200.81 Publication of interpretative, no-action and certain exemption letters and other written communications.
(a) Except as provided in paragraphs (b) and (c) of this section,
every letter or other written communication requesting the staff of the
Commission to provide interpretative legal advice with respect to any
statute administered by the Commission or any rule or regulation adopted
thereunder; or requesting a statement that, on the basis of the facts
stated in such letter or
[[Page 75]]
other communication, the staff would not recommend that the Commission
take any enforcement action; or requesting an exemption, on the basis of
the facts stated in such letter, from the provisions of the Securities
Exchange Act of 1934 (15 U.S.C. 78a et seq.) or any rule or regulation
thereunder, where the issuance of an order granting such exemption does
not require public notice and an opportunity for hearing; together with
any written response thereto, shall be made available for inspection and
copying by any person as soon as practicable after the response has been
sent or given to the person requesting it.
(b) Any person submitting such letter or other written communication
may also submit therewith a request that it be accorded confidential
treatment for a specified period of time, not exceeding 120 days from
the date the response, together with a statement setting forth the
considerations upon which the request for such treatment is based. If
the staff determines that the request is reasonable and appropriate it
will be granted and the letter or other communication will not be made
available for public inspection or copying until the expiration of the
specified period. If it appears to the staff that the request for
confidential treatment should be denied, the staff shall so advise the
person making the request and such person may withdraw the letter or
other communication within 30 days thereafter. In such case, no response
will be sent or given and the letter or other communication shall remain
in the Commission's files but will not be made public. If such letter or
other communication is not so withdrawn, it shall be deemed to be
available for public inspection and copying together with any written
response thereto.
Note: All letters or other written communications requesting
interpretative advice, a no-action position, or an exemption shall
indicate prominently, in a separate caption at the beginning of the
request, each section of the Act and each rule to which the request
relates. If more than one section or rule is involved, a separate copy
of the request shall be submitted for each section or rule involved and
an additional copy for the use of the staff of the Commission.
(c) This section shall not apply, however, to letters of comment or
other communications relating to the accuracy or adequacy of any
registration statement, report, proxy, or information statement or other
document filed with the Commission, or relating to the extent to which
such statement, report, or document complies with any applicable
requirement. Further, this section shall not apply to applications or
other written communications filed pursuant to Sec. 240.24b-2 that
relate to objections to public disclosure of information filed with the
Commission or any exchange.
[35 FR 17779, Nov. 19, 1970, as amended at 53 FR 12413, Apr. 14, 1988;
53 FR 32605, Aug. 26, 1988]
Sec. 200.82 Public availability of materials filed pursuant to Sec. 240.14a-8(d) and related materials.
Materials filed with the Commission pursuant to Rule 14a-8(d) under
the Securities Exchange Act of 1934 (17 CFR 240.14a-8(d)), written
communications related thereto received from any person, and each
related no-action letter or other written communication issued by the
staff of the Commission, shall be made available to any person upon
request for inspection or copying.
[37 FR 20558, Sept. 30, 1972]
Sec. 200.83 Confidential treatment procedures under the Freedom of Information Act.
(a) Purpose. This section provides a procedure by which persons
submitting information in any form to the Commission can request that
the information not be disclosed pursuant to a request under the Freedom
of Information Act, 5 U.S.C. 552. This section does not affect the
Commission's right, authority, or obligation to disclose information in
any other context. This section is procedural only and does not provide
rights to any person or alter the rights of any person under the Freedom
of Information Act or any other applicable statute or regulation.
(b) Scope. The provisions of this section shall apply only where no
other statute or Commission rule provides procedures for requesting
confidential treatment respecting particular categories of information
(see, e.g., 17 CFR
[[Page 76]]
240.24b-2) or where the Commission has not specified that an alternative
procedure be utilized in connection with a particular study, report,
investigation, or other matter. The provisions of this section shall not
apply to any record which is contained in or is part of a personnel,
medical or similar file relating to a Commission member or employee
which would normally be exempt from disclosure pursuant to section
552(b)(6) of title 5, U.S. Code.
(c) Written request for confidential treatment to be submitted with
information. (1) Any person who, either voluntarily or pursuant to any
requirement of law, submits any information or causes or permits any
information to be submitted to the Commission, which information is
entitled to confidential treatment and for which no other specific
procedure exists for according confidential treatment, may request that
the Commission afford confidential treatment under the Freedom of
Information Act to such information for reasons of personal privacy or
business confidentiality, or for any other reason permitted by Federal
law, and should take all steps reasonably necessary to ensure, as nearly
as practicable, that at the time the information is first received by
the Commission (i) it is supplied segregated from information for which
confidential treatment is not being requested, (ii) it is appropriately
marked as confidential, and (iii) it is accompanied by a written request
for confidential treatment which specifies the information as to which
confidential treatment is requested.
(2) A person who submits a record to the Commission for which he or
she seeks confidential treatment must clearly mark each page or
segregable portion of each page with the words ``Confidential Treatment
Requested by [name]'' and an identifying number and code, such as a
Bates-stamped number. In his or her written confidential treatment
request, the person must refer to the record by identifying number and
code.
(3) In addition to giving a copy of any written request for
confidential treatment to the Commission employee receiving the record
in question, the person requesting confidential treatment must send a
copy of the request (but not the record) by mail to the Office of
Freedom of Information and Privacy Act Operations, SEC, Operations
Center, 6432 General Green Way, Alexandria, VA 22312-2413. The legend
``FOIA Confidential Treatment Request'' must clearly and prominently
appear on the top of the first page of the written request, and the
written request must contain the name, address, and telephone number of
the person requesting confidential treatment. The person requesting
confidential treatment is responsible for informing the Office of
Freedom of Information and Privacy Act Operations promptly of any
changes in address, telephone number, or representation.
(4) In some circumstances, such as when a person is testifying in
the course of a Commission investigation or providing a record requested
in the course of a Commission examination or inspection, it may be
impracticable to submit a written request for confidential treatment at
the time the record is first given to the Commission. In no
circumstances can the need to comply with the requirements of this
section justify or excuse any delay in submitting any record to the
Commission. The person testifying or otherwise submitting the record
must inform the Commission employee receiving it, at the time the record
is submitted or as soon thereafter as possible, that he or she is
requesting confidential treatment. The person must then submit a written
confidential treatment request within 30 days from the date of the
testimony or the submission of the record. Any confidential treatment
request submitted under this paragraph must also comply with paragraph
(c)(3) of this section.
(5) Where confidential treatment is requested by the submitter on
behalf of another person, the request must identify that person and
provide the telephone number and address of that person or the person's
responsible representative if the submitter would be unable to provide
prompt substantiation of the request at the appropriate time.
(6) No determination on a request for confidential treatment will be
made
[[Page 77]]
until the Office of Freedom of Information and Privacy Act Operations
receives a request for disclosure of the record.
(7) A confidential treatment request will expire ten years from the
date the Office of Freedom of Information and Privacy Act Operations
receives it, unless that Office receives a renewal request before the
confidential treatment request expires. The renewal request must be sent
by mail to the Office of Freedom of Information and Privacy Act
Operations, SEC, Operations Center, 6432 General Green Way, Alexandria,
VA 22312-2413, and must clearly identify the record for which
confidential treatment is sought. A renewal request will likewise expire
ten years from the date that Office receives it, unless that Office
receives another timely renewal request which complies with the
requirements of this paragraph.
(8) A confidential treatment request shall be nonpublic. If an
action is filed in a Federal court, however, by either the Freedom of
Information requester (under 5 U.S.C. 552(a)(4) and Sec. 200.80(d)(6))
or by the confidential treatment requester (under paragraph (e)(5) of
this section), the confidential treatment request may become part of the
court record.
(d) Substantiation of request for confidential treatment. (1) If it
is determined that records which are the subject of a request for access
under the Freedom of Information Act are also the subject of a request
for confidential treatment under this rule and no other grounds appear
to exist which would justify the withholding of the records [e.g.,
Freedom of Information Act Exemption 7(A), 5 U.S.C. 552(b)(7)(A)], the
Commission's Freedom of Information Act Officer promptly shall so inform
the person requesting confidential treatment or, in the case of a
request made on behalf of a person other than the submitter, the person
identified as able to provide substantiation, by telephone, facsimile or
certified mail and require that substantiation of the request for
confidential treatment be submitted in ten calendar days. Failure to
submit a written substantiation within ten calendar days from the time
of notification, or any extension thereof, may be deemed a waiver of the
confidential treatment request and the confidential treatment
requester's right to appeal an initial decision denying confidential
treatment to the Commission's General Counsel as permitted by paragraph
(e) of this section.
(2) Substantiation of a request for confidential treatment shall
consist of a statement setting forth, to the extent appropriate or
necessary for the determination of the request for confidential
treatment, the following information regarding the request:
(i) The reasons, concisely stated and referring to specific
exemptive provisions of the Freedom of Information Act, why the
information should be withheld from access under the Freedom of
Information Act;
(ii) The applicability of any specific statutory or regulatory
provisions which govern or may govern the treatment of the information;
(iii) The existence and applicability of any prior determinations by
the Commission, other Federal agencies, or a court, concerning
confidential treatment of the information;
(iv) The adverse consequences to a business enterprise, financial or
otherwise, that would result from disclosure of confidential commercial
or financial information, including any adverse effect on the business'
competitive position;
(v) The measures taken by the business to protect the
confidentiality of the commercial or financial information in question
and of similar information, prior to, and after, its submission to the
Commission;
(vi) The ease or difficulty of a competitor's obtaining or compiling
the commercial or financial information;
(vii) Whether the commercial or financial information was
voluntarily submitted to the Commission and, if so, whether and how
disclosure of the information would tend to impede the availability of
similar information to the Commission;
(viii) The extent, if any, to which portions of the substantiation
of the request for confidential treatment should be afforded
confidential treatment; and
[[Page 78]]
(ix) Such additional facts and such legal and other authorities as
the requesting person may consider appropriate.
(e) Appeal from initial determination that confidential treatment is
not warranted. (1) In a preliminary decision, which shall be sent by
mail or facsimile, or both, the Office of Freedom of Information and
Privacy Act Operations will inform the confidential treatment requester
whether it intends to grant confidentiality in whole or in part and give
the requester ten calendar days from the date of the preliminary
decision to submit supplemental arguments if the requester disagrees
with the preliminary decision. A final decision, which shall also be
sent by mail or facsimile, or both, no sooner than ten calendar days
from the date of the preliminary decision, shall inform the Freedom of
Information Act requester and the confidential treatment requester of
his or her right to appeal an adverse decision to the Commission's
General Counsel within ten calendar days from the date of the final
decision. Records, which the Freedom of Information and Privacy Act
Officer determines to be releasable, may be released to the Freedom of
Information Act requester ten calendar days after the date of the final
decision. However, if within those ten calendar days, the Freedom of
Information and Privacy Act Officer receives an appeal from the
confidential treatment requester, he or she shall inform the Freedom of
Information Act requester that an appeal is pending and that the records
will not be released until the appeal is resolved.
(2) Any appeal of a denial of a request for confidential treatment
shall be in writing, and shall be clearly and prominently identified on
the envelope or other cover and at the top of the first page by the
legend ``FOIA Confidential Treatment Appeal.'' The appeal must be sent
by mail to the Office of Freedom of Information and Privacy Act
Operations, SEC, Operations Center, 6432 General Green Way, Alexandria,
VA 22312-2413, or by facsimile (703-914-1149). A copy of the appeal must
be mailed to the General Counsel, Securities and Exchange Commission,
450 Fifth Street, NW., Washington, DC 20549. The person requesting
confidential treatment may supply additional substantiation of the
request for confidential treatment in connection with the appeal to the
General Counsel.
(3) The General Counsel shall have the authority to consider all
appeals from decisions of the Freedom of Information Act Officer with
respect to confidential treatment. All appeals taken under this section
will be considered by the General Counsel as expeditiously as
circumstances permit. Although other procedures may be employed, to the
extent possible, the General Counsel will decide the matter on the basis
of the affidavits and other documentary evidence submitted by the
interested persons and such other information as is brought to the
attention of the General Counsel. The General Counsel shall also have
the authority to enter and vacate stays under the circumstances set
forth in paragraph (e)(5) of this section. In appropriate cases the
General Counsel may, in his or her sole and unfettered discretion, refer
appeals and questions concerning stays under paragraph (e)(5) of this
section to the Commission for decision.
(4) If it is determined that confidential treatment is not warranted
with respect to all or any part of the information in question, the
person requesting confidential treatment will be so informed by
telephone, if possible, with a facsimile or certified mail letter
directed to the person's last known address. Disclosure of the
information under the Freedom of Information Act will occur ten calendar
days after notice to the person requesting confidential treatment,
subject to any stay entered pursuant to paragraph (e) (5) of this
section.
(5) If within that ten calendar day period the General Counsel has
been notified that the person requesting confidential treatment has
commenced an action in a Federal court concerning the determination to
make such information publicly available, the General Counsel will stay
making the public disclosure of the information pending final judicial
resolution of the matter. The General Counsel may vacate a stay under
this section either on his or her own motion or at the request of a
person seeking access to the information under the Freedom of
Information Act.
[[Page 79]]
If the stay is vacated, the information will be released under the
Freedom of Information Act ten calendar days after the person requesting
confidential treatment is notified of this action by telephone, if
possible, with a facsimile or certified mail letter sent to the person's
last known address, unless the court orders otherwise.
(f) Initial determination that confidential treatment is warranted.
If it is determined by the Commission's Freedom of Information Act
Officer that confidential treatment is warranted, the person submitting
the information and the person requesting access to the information
under the Freedom of Information Act will be so informed by mail. The
person requesting access, pursuant to the Freedom of Information Act,
will also be informed of the right to appeal the determination to the
General Counsel. Any such appeal must be taken in accordance with the
provisions of the Freedom of Information Act and Commission rules
thereunder. See 17 CFR 200.80(d)(6).
(g) Confidential treatment request and substantiation as nonpublic.
Any confidential treatment request and substantiation of it shall be
nonpublic. If an action is filed in a Federal court, however, by either
the Freedom of Information Act requester (under 5 U.S.C. 552(a)(4) and
Sec. 200.80(d)(6)) or by the confidential treatment requester (under
paragraph(e)(5) of this section), both request and substantiation may
become part of the public court record.
(h) Effect of no prior request for confidentiality. (1) If access is
requested under the Freedom of Information Act to information which is
submitted to the Commission on or after October 20, 1980 with respect to
which no request for confidential treatment has been made pursuant to
either paragraph (c)(1) or (c)(5) of this section, it will be presumed
that the submitter of the information has waived any interest in
asserting an exemption from disclosure under the Freedom of Information
Act for reasons of personal privacy or business confidentiality, or for
other reasons.
(2) Notwithstanding paragraph (h)(1) of this section, in appropriate
circumstances, any person who would be affected by the public disclosure
of information under the Freedom of Information Act may be contacted by
Commission personnel to determine whether the person desires to make a
request for confidential treatment. Any request for confidential
treatment that is asserted in response to such inquiry shall be made in
accordance with provisions of this section.
(i) Extensions of time limits. Any time limit under this section may
be extended in the discretion of the Commission, the Commission's
General Counsel, or the Commission's Freedom of Information Act Officer
for good cause shown.
(j) Electronic filings. Confidential treatment requests shall be
submitted in paper format only, whether or not the person making the
request is an electronic filer.
(k) In their discretion, the Commission, the Commission's General
Counsel, and the Freedom of Information Act Officer may use alternative
procedures for considering requests for confidential treatment.
[45 FR 62421, Sept. 19, 1980, as amended at 47 FR 20289, May 12, 1982;
58 FR 14659, Mar. 18, 1993; 65 FR 55184, 55185, Sept. 13, 2000]
Subpart E [Reserved]
Subpart F--Code of Behavior Governing Ex Parte Communications Between
Persons Outside the Commission and Decisional Employees
Authority: 15 U.S.C. 77s, 78w, 79t, 77sss, 80a-37, 80b-11; 5 U.S.C.
557.
Sec. 200.110 Purpose.
This code is adopted in conformity with section 4 of the Government
in the Sunshine Act, Pub. L. 94-409, and is designed to insulate the
administrative process from improper influence.
[42 FR 14690, Mar. 16, 1977]
Sec. 200.111 Prohibitions; application; definitions.
(a) Prohibited communications. In any agency proceeding which is
subject to this subpart, except to the extent required for the
disposition of ex parte matters as authorized by law:
[[Page 80]]
(1) No interested person outside the agency shall make or knowingly
cause to be made to any member of the Commission or decisional employee
an ex parte communication relevant to the merits of the proceeding; and
(2) No member of the Commission or decisional employee shall make or
knowingly cause to be made to any interested person outside the agency
an ex parte communication relevant to the merits of the proceeding.
(b) Proceedings to which prohibitions apply. This subpart shall
apply to all proceedings subject to 5 U.S.C. 557(a), including
suspension proceedings instituted pursuant to the provisions of
Regulations A, B, E, and F of the Securities Act of 1933 (Sec. 230.251
et seq. of this chapter), all review proceedings instituted pursuant to
section 19(g) of the Securities Exchange Act of 1934, and all other
proceedings where an evidentiary hearing has been ordered pursuant to a
statutory provision or rule of the Commission and where the action of
the Commission must be taken on the basis of an evidentiary record. In
addition, this subpart shall apply to any other proceeding in which the
Commission so orders.
(c) Period during which prohibitions apply. (1) The prohibitions in
Sec. 200.111 (a) shall begin to apply when the Commission issues an
order for hearing; Provided,
(i) That in suspension proceedings pursuant to Regulations A, B, E
and F of the Securities Act of 1933 (Sec. 230.251 et seq. of this
chapter), these prohibitions shall commence when the Commission enters
an order temporarily suspending the exemption; and
(ii) That in proceedings under section 19(d) of the Securities
Exchange Act of 1934 these prohibitions shall commence from the time
that a copy of an application for review has been served by the
Secretary upon the self-regulatory organization; and
(iii) In no case shall the prohibitions in Sec. 200.111(a) begin to
apply later than the time at which a proceeding is noticed for hearing
unless the person responsible for the communication has knowledge that
it will be noticed, in which case the prohibitions shall apply beginning
at the time of his or her acquisition of such knowledge.
(2) The prohibitions in Sec. 200.111(a) shall continue until the
time to file a petition for rehearing from the final order of the
Commission has expired. In the event a petition for rehearing is filed,
these prohibitions shall cease if and when the petition for rehearing is
denied.
(3) The Commission may, by specific order entered in a particular
proceeding, determine that these prohibitions shall commence from some
date earlier than the time specified in this paragraph (c) or shall
continue until a date subsequent to the time specified herein.
(d) Definitions. As used in this subpart:
(1) Ex parte communication means an oral or written communication
not on the public record with respect to which reasonable prior notice
to all participants to the proceeding is not given, but it shall not
include requests for status reports on any matter or proceeding. In
addition, an ex parte communication shall not include:
(i) Any written communication of which copies are served by the
communicator contemporaneously with the transmittal of the communication
in accordance with requirements of Rule 150 of the Commission's Rules of
Practice, Sec. 201.150 of this chapter, upon all participants to the
proceeding (including the interested Division or Office of the
Commission); or
(ii) Any oral communication where 48 hours advance written notice is
given to all participants to the proceeding (including the interested
division of the Commission).
(2) Participants to the proceeding means all parties to the
proceeding (including the interested Division or Office of the
Commission) and any other persons who have been granted limited
participation pursuant to the provisions of Rule 210(c) of the
Commission's Rules of Practice, Sec. 201.210(c) of this chapter.
(3) Decisional employee means: (i) The administrative law judge
assigned to the proceeding in question; and
(ii) All members of the staff of the Office of Opinions and Review;
and
(iii) The legal and executive assistants to members of the
Commission; and
[[Page 81]]
(iv) Any employee of the Commission who has been specifically named
by order of the administrative law judge or the Commission in the
proceeding to assist thereafter in making or recommending a particular
decision; and
(v) Any other employee of the Commission who is, or may reasonably
be expected to be, involved in the decisional process of the proceeding.
[42 FR 14690, Mar. 16, 1977, as amended at 60 FR 32795, June 23, 1995]
Sec. 200.112 Duties of recipient; notice to participants.
(a) Duties of recipient. A member of the Commission or decisional
employee who receives, or who make or knowingly causes to be made, a
communication prohibited by this section, or who receives or makes a
communication which he or she concludes should, in fairness, be brought
to the attention of all participants to the proceeding, shall transmit
to the Commission's Secretary, who shall place on the public record of
the proceeding:
(1) All such written communications; and
(2) Memoranda stating the substance of all such oral communications;
and
(3) All written responses, and memoranda stating the substance of
all oral responses, to the materials described in paragraphs (a) (1) and
(2) of this section.
(b) Notice to participants. The Secretary shall send copies of the
communication to all participants to the proceeding with respect to
which it was made, and shall notify the communicator of the provisions
of this code prohibiting ex parte communications. If the communications
are from persons other than participants to the proceedings or their
agents, and the Secretary determines that it would be too burdensome to
send copies of the communications to all participants because: (1) The
communications are so voluminous, or (2) the communications are of such
borderline relevance to the issues of the proceedings, or (3) the
participants to the proceeding are so numerous, the Secretary may,
instead, notify the participants that the communications have been
received, placed in the file, and are available for examination.
(c) Post decisional communications. Any Commission member or
decisional employee who receives a communication which would be
prohibited by this Code, but for the fact that it was received
subsequent to the date when the prohibitions imposed hereby have ceased
to apply, shall comply with the provisions of Sec. 200.112(a) with
respect to such communication in the event that he or she is to act in a
decisional capacity in the same proceeding pursuant to remand where he
or she concludes, in fairness, that such communication should be brought
to the attention of all participants to the proceeding.
[42 FR 14691 Mar. 16, 1977]
Sec. 200.113 Opportunity to respond; interception.
(a) Opportunity to respond. All participants to a proceeding may
respond to any allegations or contentions contained in a prohibited ex
parte communication placed in the public record in accordance with
Sec. 200.112. Such responses shall be included in the public record.
(b) Interception of communications. All written communications
addressed to the Commission respecting a proceeding will be deemed to be
communications to the staff of the interested division and will be
directed to that division by the Commission's mail room. A Commission
member or decisional employee may instruct any of his assistants who are
nondecisional employees to intercept any communication directed to him
which might appear to violate this Code and authorize them either to
transmit any such written communication to the staff of the interested
division of the Commission, if it appears from the contents of the
communication that the intent of the sender is consistent with such
action, or to return the communication to the sender.
[28 FR 4447, May 3, 1963, as amended at 42 FR 14691, Mar. 16, 1977]
Sec. 200.114 Sanctions.
(a) Discipline of persons practicing before the Commission. The
Commission may, to the extent not prohibited by law, censure, suspend,
or revoke the privilege to practice before it of any
[[Page 82]]
person who makes, or solicits the making of, an unauthorized ex parte
communication.
(b) Adverse action on claim. Upon receipt of a communication
knowingly made or knowingly caused to be made by a party in violation of
this subpart, the Commission, administrative law judge, or other
employee presiding at the hearing may, to the extent consistent with the
interests of justice and the policy of the underlying statutes, require
the party to show cause why his claim or interest in the proceeding
should not be dismissed, denied, disregarded, or otherwise adversely
affected on account of such violation.
(c) Discipline of Commission employees. The Commission may censure,
suspend, or dismiss any Commission employee who violates the
prohibitions or requirements of this Code.
[28 FR 4447, May 3, 1963, as amended at 42 FR 14691, Mar. 16, 1977]
Subpart G--Plan of Organization and Operation Effective During Emergency
Conditions
Authority: 15 U.S.C. 77s, 78w, 79t, 77sss, 80a-37, 80b-11, unless
otherwise noted.
Section 200.203 is also issued under 15 U.S.C. 78d, 78d-1.
Source: 28 FR 6970, July 9, 1963, unless otherwise noted.
Sec. 200.200 Purpose.
This subpart describes the plan of organization and operation which
will be observed by the Securities and Exchange Commission in
discharging its duties and responsibilities in the event of a national
emergency as defined in the following section.
(Sec. 4, 48 Stat. 885, as amended; 15 U.S.C. 78d, sec. 1, 76 Stat. 394;
15 U.S.C. 78d-1. Reorganization Plan No. 10 of 1950; 3 CFR, 1949-1953
Comp., p. 1006)
Sec. 200.201 Emergency conditions, effective date, and duration.
For the purposes of this subpart, emergency conditions shall be
deemed to commence at the time of an armed attack upon the United
States, its territories and possessions, at the time of official
notification of the likelihood or imminence of such attack, or at a time
specified by the authority of the President, whichever may first occur,
and shall continue until official notification of cessation of such
conditions. The provisions of this subpart shall become operative as at
the commencement of emergency conditions and continue until cessation of
those conditions, or until the Commission shall by notice or order
resume its normal organization and operations.
(Sec. 4, 48 Stat. 885, as amended; 15 U.S.C. 78d, sec. 1, 76 Stat. 394;
15 U.S.C. 78d-1. Reorganization Plan No. 10 of 1950; 3 CFR, 1949-1953
Comp., p. 1006)
Sec. 200.202 Offices, and information and submittals.
(a) During emergency conditions, the location or headquarters of the
Commission shall be as designated by the Chairman or his successor. The
location of each Regional and District Office of the Commission, if
different from the normal location, shall be as designated by the
Chairman of the Commission or his successor, or in the absence of
communications with him, by the Regional Director or District
Administrator for the area or his acting successor.
(b) During emergency conditions, all formal or informal requests,
filings, reports or other submittals shall be delivered to the
Commission at designated offices or addressed to the Securities and
Exchange Commission, Official Mail and Messenger Service, United States
Post Office Department, Washington 25, DC.
(Sec. 4, 48, Stat. 885, as amended; 15 U.S.C. 78d, sec. 1, 76 Stat. 394;
15 U.S.C. 78d-1. Reorganization Plan No. 10 of 1950; 3 CFR, 1949-1953
Comp., p. 1006)
[28 FR 6970, July 9, 1963, as amended at 59 FR 5944, Feb. 9, 1994]
Sec. 200.203 Organization, and delegations of authority.
(a) During emergency conditions, the respective functions and
responsibilities of the Commissioners, the Chairman of the Commission,
and the staff members shall be, to the extent possible, as set forth in
Subpart A of this part (Sec. 200.1 et seq.).
(b) Action for and in the name of the Commission taken pursuant to
this subpart by one or more Commissioners
[[Page 83]]
or by a successor as designated in this section shall mean and include
the delegated authority to act for the unavailable or incapacitated
Commissioners.
(c) Pursuant to the statutes governing the Commission, to
Reorganization Plan No. 10 of 1950, and to Pub. L. 100-181, section
308(b), 101 Stat. 1249 (1987), the following automatic delegation of
authority is made to provide continuity in the event of an emergency:
(1) In the absence or incapacity of the Chairman of the Commission
during an emergency of the nature contemplated by this subpart, the
authority of the Chairman to govern the affairs of the Commission and to
act for the Commission, as provided for by laws and by delegations from
the Commission, will pass to the surviving successor highest on the
following list until such time as a duly appointed Chairman of the
Commission is available:
(i) The Commissioners in order of seniority.
(ii) The General Counsel.
(iii) The Executive Director.
(iv) The Executive Assistant to the Chairman.
(v) The Division Directors in order of seniority.
(vi) The Regional Directors in order of seniority.
(vii) The District Administrators in order of seniority.
(2) If and when a commissioner previously incapacitated or otherwise
unavailable, again becomes available, he shall thereupon have all the
powers and functions he would have had if he had not been incapacitated
or otherwise unavailable.
(d) Actions taken for and in the name of the Commission as described
above shall be effective immediately or as specified by the successor
acting, but shall be subject to reconsideration by the Commissioners
when the Commission has been reconstituted and is functioning.
(e) Except as may be determined otherwise by the Chairman or his
successor, the duties of each head of a division or office of the
Commission shall be discharged, in the absence or incapacity of such
person during the emergency conditions, by the available staff member
next in line of succession. The head of each division or office shall
designate the line of succession within his division or office. If no
such designation has been made or the designatee is unavailable, such
duties shall be assumed by the available subordinate officer or employee
in the particular division or office who is highest in grade and in the
event that there is more than one such person, in length of service with
the Commission.
(Sec. 4, 48 Stat. 885, as amended; 15 U.S.C. 78d, sec. 1, 76 Stat. 394;
15 U.S.C. 78d-1. Reorganization Plan No. 10 of 1950; 3 CFR, 1949-1953
Comp., p. 1006)
[28 FR 6970, July 9, 1963, as amended at 28 FR 7672, July 27, 1963; 28
FR 14493, Dec. 31, 1963; 54 FR 40862, Oct. 4, 1989; 59 FR 5945, Feb. 9,
1994]
Sec. 200.204 Personnel, fiscal, and service functions.
In the absence of unavailability of the appropriate staff officer or
his successor, authority to effect temporary appointments of such
additional officers and employees, to classify and allocate positions to
their proper grades, to issue travel orders, and to effect emergency
purchases of supplies, equipment and services shall be exercised by the
respective Regional Directors and District Administrators, their
deputies, or staff in line of succession, as may be required for the
discharge of the lawful duties of the respective offices.
(Sec. 4, 48 Stat. 885, as amended; 15 U.S.C. 78d, sec. 1, 76 Stat. 394;
15 U.S.C. 78d-1, Reorganization Plan No. 10 of 1950; 3 CFR, 1949-1953
Comp., p. 1006)
[28 FR 6970, July 9, 1963, as amended at 59 FR 5945, Feb. 9, 1994]
Sec. 200.205 Effect upon existing Commission organization, delegations, and rules.
Except as otherwise provided herein, all outstanding Commission
organizational statements, delegations of authority, orders, rules and
regulations shall remain in force and effect during emergency
conditions, subject to all lawful requirements and such changes
[[Page 84]]
as may be authorized by or in the name of the Chairman or the
Commission.
(Sec. 4, 48 Stat. 885, as amended; 15 U.S.C. 78d, sec. 1, 76 Stat. 394,
15 U.S.C. 78d-1. Reorganization Plan No. 10 of 1950; 3 CFR, 1949-1953
Comp., p. 1006)
Subpart H--Regulations Pertaining to the Privacy of Individuals and
Systems of Records Maintained by the Commission
Authority: 5 U.S.C. 552a(f), unless otherwise noted.
Section 200.312 is also issued under Pub. L. 93-579, sec. k, 5
U.S.C. 552a(k).
Section 200.313 is also issued under Pub. L. 93-579, sec. j, 5
U.S.C. 552a(j) and sec. k, 5 U.S.C. 552a(k).
Source: 40 FR 44068, Sept. 24, 1975, unless otherwise noted.
Sec. 200.301 Purpose and scope.
(a) The Privacy Act of 1974, Pub. L. 93-579, 88 Stat. 1896, is
based, in part, on the finding by Congress that ``in order to protect
the privacy of individuals identified in information systems maintained
by Federal agencies, it is necessary and proper for the Congress to
regulate the collection, maintenance, use, and dissemination of
information by such agencies.'' To achieve this objective the Act, among
other things, provides, with some exceptions, that Federal agencies
shall advise an individual upon request whether records maintained by
the agency in a system of records pertain to the individual and shall
grant the individual access to such records. The Act further provides
that individuals may request amendments or corrections to records
pertaining to them that are maintained by the agency, and that the
agency shall either grant the requested amendments or set forth fully
its reasons for refusing to do so.
(b) The Securities and Exchange Commission, pursuant to subsection
(f) of the Privacy Act, adopts the following rules and procedures to
implement the provisions of the Act summarized above, and other
provisions of the Act. These rules and procedures are applicable to all
requests for information, access or amendment to records pertaining to
an individual that are contained in any system of records that is
maintained by the Commission.
Sec. 200.302 Definitions.
The following definitions shall apply for purposes of this subpart:
(a) The terms individual, maintain, record, system of records, and
routine use are defined for purposes of these rules as they are defined
in 5 U.S.C. 552a(a)(2), (a)(3), (a)(4), (a)(5), and (a)(6).
(b) Commission means the Securities and Exchange Commission.
Sec. 200.303 Times, places and requirements for requests pertaining to individual records in a record system and for the identification of individuals making
requests for access to the records pertaining to them.
(a) Place to make request. Any request by an individual to be
advised whether any system of records maintained by the Commission and
named by the individual contains a record pertaining to him or her, or
any request by an individual for access to a record pertaining to him or
her that is contained in a system of records maintained by the
Commission, shall be submitted by mail to the Privacy Act Officer, SEC,
Operations Center, 6432 General Green Way, Alexandria, VA 22312-2413, or
by facsimile (703-914-1149). All requests will be required to be put in
writing and signed by the individual making the request. In the case of
requests for access that are made by mail, the envelope should be
clearly marked ``Privacy Act Request.''
(1) Information to be included in requests. Each request by an
individual concerning whether the Commission maintains in a system of
records a record that pertains to him, or for access to any record
pertaining to the individual that is maintained by the Commission in a
system of records, shall include such information as will assist the
Commission in identifying those records as to which the individual is
seeking information or access. Where practicable, the individual should
identify the system of records that is the subject of his request by
reference to the Commission's notices of systems of records, which are
published in the Federal Register, as required by section (e)(4) of the
Privacy Act, 5 U.S.C. 552a(e)(4). Where a system of
[[Page 85]]
records is compiled on the basis of a specific identification scheme,
the individual should include in his request the identification number
or other identifier assigned to him. In the event the individual does
not know the specific identifier assigned to him, he shall provide other
information, including his full name, address, date of birth and subject
matter of the record, to aid in processing his request. If additional
information is required before a request can be processed, the
individual shall be so advised.
(2) Verification of identity. When the fact of the existence of a
record is not required to be disclosed under the Freedom of Information
Act, 5 U.S.C. 552, as amended, or when a record as to which access has
been requested is not required to be disclosed under that Act, the
individual seeking the information or requesting access to the record
shall be required to verify his or her identity before access will be
granted or information given. For this purpose, individuals shall appear
at the Office of Freedom of Information and Privacy Act Operations, SEC,
Operations Center, 6432 General Green Way, Alexandria, VA 22312-2413,
during normal business hours of 9 a.m. to 4:30 p.m. e.s.t., Monday
through Friday, or at one of the Commission's Regional or District
Offices. The addresses and business hours of those offices are listed
below:
Northeast Regional Office. 7 World Trade Center, Suite 1300, New York,
NY 10048. Office hours--9 a.m. to 5:30 p.m. E.S.T.
Boston District Office--73 Tremont Street, Sixth Floor, Suite 600,
Boston, MA 02108. Office hours--9 a.m. to 5:30 p.m. E.S.T.
Philadelphia District Office--The Curtis Center, Suite 1005 E., 601
Walnut Street, Philadelphia, PA 19106. Office hours--9 a.m. to
5:30 p.m. E.S.T.
Southeast Regional Office. 1401 Brickell Avenue, Suite 200, Miami, FL
33131. Office hours--9:00 a.m. to 5:30 p.m. E.S.T.
Atlanta District Office--3475 Lenox Road, NE., Suite 1000, Atlanta, GA
30326. Office hours--9 a.m. to 5:30 p.m. E.S.T.
Midwest Regional Office. 500 West Madison Street, Suite 1400, Chicago,
IL 60661. Office hours--8:45 a.m. to 5:15 p.m. C.S.T.
Central Regional Office. 1801 California Street, Suite 4800, Denver, CO
80202. Office hours--8 a.m. to 4:30 p.m. M.S.T.
Fort Worth District Office--801 Cherry Street, 19th Floor, Fort Worth,
TX 76102. Office hours--8:30 a.m. to 5 p.m. C.S.T.
Salt Lake District Office--500 Key Bank Tower, 50 S. Main Street,
Suite 500, Box 79, Salt Lake City, UT 84144. Office hours--8
a.m. to 4:30 p.m. M.S.T.
Pacific Regional Office. 5670 Wilshire Boulevard, 11th Floor, Los
Angeles, CA 90036. Office hours 8:30 a.m. to 5 p.m. P.S.T.
San Francisco District Office--44 Montgomery Street, Suite 1100, San
Francisco, CA 94104. Office hours--8:30 a.m. to 5 p.m. P.S.T.
None of the Commission's Offices are open on Saturday, Sunday or the
following legal holidays: New Year's Day, Martin Luther King, Jr.'s
Birthday, President's Day, Memorial Day, Independence Day, Labor Day,
Veterans' Day, Columbus Day, Thanksgiving Day or Christmas Day.
(3) Methods for verifying identity--appearance in person. An
individual seeking information as to records pertaining to him or access
to those records shall furnish documentation that may reasonably be
relied on to establish the individual's identity. Such documentation
might include a valid birth certificate, driver's license, employee or
military identification card, or medicare card.
(4) Method for verifying identity by mail. Where an individual
cannot appear at one of the Commission's Offices to verify his or her
identity, he or she must submit, along with the request for information
or access, a statement attesting to his or her identity. Where access is
being sought, the statement shall include a representation that the
requested records pertain to the individual and a statement that the
individual is aware that knowingly and willfully requesting or obtaining
records pertaining to an individual from the Commission under false
pretenses is a criminal offense. This statement shall be a sworn
statement, or in lieu of a sworn statement, an individual may submit an
unsworn statement to the same effect if it is signed by him or her as
true under penalty of perjury, dated, and in substantially the following
form:
(i) If executed outside the United States: ``I declare (or certify,
verify, or state) under penalty of perjury under the laws of the United
States of America that the foregoing is true and correct.''
Executed on (date)________
[[Page 86]]
(Signature)
(ii) If executed within the United States, its territories,
possessions, or commonwealths: ``I declare (or certify, verify, or
state) under penalty of perjury that the foregoing is true and
correct.''
Executed on (date)________
(Signature)
(5) Additional procedures for verifying identity. When it appears
appropriate, there may be made such other arrangements for the
verification of identity as are reasonable under the circumstances and
appear to be effective to prevent unauthorized disclosure of, or access
to, individual records.
(b) Acknowledgement of requests for information pertaining to
individual records in a record system or for access to individual
records. (1) Except where an immediate acknowledgement is given for
requests made in person, the receipt of a request for information
pertaining to individual records in a record system will be acknowledged
within 10 days after the receipt of such request. Requests will be
processed as promptly as possible and a response to such requests will
be given within 30 days (excluding Saturdays, Sundays, and legal
holidays) unless, within the 30 day period and for cause shown, the
individual making the request is notified in writing that a longer
period is necessary.
(2) When an individual appears in person at the Office of
Information and Privacy Act Operations, SEC, Operations Center, 6432
General Green Way, Alexandria, VA 22312-2413, or at one of its Regional
or District Offices to request access to records pertaining to him, and
such individual provides the required information and verification of
identity, the Commission's staff, if practicable, will indicate at that
time whether it is likely that the individual will be given access to
the records and, if so, when and under what circumstances such access
will be given. In the case of requests received by mail, whenever
practicable, acknowledgement of the receipt of the request will be given
within 10 days after receipt (excluding Saturdays, Sundays, and legal
holidays). The acknowledgement will indicate, if practicable, whether or
not access likely will be granted and, if so, when and under what
circumstances.
[40 FR 44068, Sept. 24, 1975, as amended at 41 FR 44698, Oct. 12, 1976;
47 FR 26819, June 22, 1982; 52 FR 2677, Jan. 26, 1987; 54 FR 40862, Oct.
4, 1989; 54 FR 50307, Dec. 5, 1989; 59 FR 5945, Feb. 9, 1994; 59 FR
12543, Mar. 17, 1994; 65 FR 55185, 55186, Sept. 13, 2000]
Sec. 200.304 Disclosure of requested records.
(a) Initial review. Requests by individuals for access to records
pertaining to them will be referred to the Commission's Privacy Act
Officer who initially will determine whether access will be granted,
Provided, however, That a Director of a staff Division of the Commission
or Office head, other than the General Counsel, whose zone of
responsibility relates to the record requested (see 17 CFR 200.13 et
seq.), may make a determination that access is not lawfully required to
be granted and should not be granted, in which case he, and not the
Privacy Act Officer, shall make the required notification to the
individual making the request.
(b) Grant of request for access. (1) If it is determined that a
request for access to records pertaining to an individual will be
granted, the individual will be advised by mail that access will be
given at the designated Office of the Commission or a copy of the
requested record will be provided by mail if the individual shall so
indicate. Where the individual requests that copies of the record be
mailed to him or requests copies of a record upon reviewing it at a
Commission Office, the individual shall pay the cost of making the
requested copies, as set forth in Sec. 200.310 of this subpart.
(2) In granting access to an individual to a record pertaining to
him, such steps shall be taken by the Commission's staff as are
necessary to prevent the unauthorized disclosure at the same time of
information pertaining to individuals other than the person making the
request or of other information that does not pertain to the individual.
(c) Denial of request for access. If it is determined that access
will not be granted, the individual making the request will be notified
of that fact and given the reasons why access is being
[[Page 87]]
denied. The individual also will be advised (1) of his right to seek
review by the General Counsel of the intital decision to deny access, in
accordance with the procedures set forth in Sec. 200.308 of this
subpart; and (2) of his right ultimately to obtain judicial review
pursuant to 5 U.S.C. 552a(g)(1)(A) of a final denial of access by the
General Counsel.
(d) Time for acting on requests for access. Access to a record
pertaining to an individual normally will be granted or denied within 30
days (excluding Saturdays, Sundays and legal holidays) after the receipt
of the request for access unless the individual making the request is
notified in writing within the 30 day period that, for good cause shown,
a longer time is required. In such cases, the individual making the
request shall be informed in writing of the difficulties encountered and
an indication shall be given as to when it is anticipated that access
may be granted or denied.
(e) Authorization to allow designated person to review and discuss
records pertaining to another individual. An individual who is granted
access to records pertaining to him, and who appears at a Commission
Office to review the records, may be accompanied by another person of
his choosing. Where the records as to which access has been granted are
not required to be disclosed under provisions of the Freedom of
Information Act 5 U.S.C. 552, as amended, the individual requesting the
records, before being granted access, shall execute a written statement,
signed by him and the person accompanying him, which specifically
authorizes the latter individual to review and discuss the records. If
such authorization has not been given as described, the person who has
accompanied the individual making the request will be excluded from any
review or discussion of the records.
(f) Exclusion for certain records. Nothing contained in these rules
shall allow an individual access to any information compiled in
reasonable anticipation of a civil action or proceeding.
(5 U.S.C. 552a(f); sec. 19, Securities Act of 1933, 48 Stat. 85, as
amended; sec. 23, Securities Exchange Act of 1934, 48 Stat. 901, as
amended; sec. 20, Public Utility Holding Company Act of 1935, 49 Stat.
833; sec. 319, Trust Indenture Act of 1939, 53 Stat. 1173; sec. 38,
Investment Company Act of 1940, 54 Stat. 841; sec. 211, Investment
Advisers Act of 1940, 54 Stat. 855 (15 U.S.C. 77s, 78w, 79t, 77sss, 80a-
37, 80b-11))
[40 FR 44068, Sept. 24, 1975, as amended at 49 FR 13866, Apr. 9, 1984]
Sec. 200.305 Special procedure: Medical records.
(a) Statement of physician or mental health professional. When an
individual requests access to records pertaining to him that include
medical and/or psychological information, the Commission, if it deems it
necessary under the particular circumstances, may require the individual
to submit with the request a signed statement by his physician or a
mental health professional indicating that, in their opinion, disclosure
of the requested records or information directly to the individual will
not have an adverse effect on the individual.
(b) Designation of physician or mental health professional to
receive records. If the Commission believes, in good faith, that
disclosure of medical and/or psychological information directly to an
individual could have an adverse effect on that individual, the
individual may be asked to designate in writing a physician or mental
health professional to whom he would like the records to be disclosed,
and disclosure that otherwise would be made to the individual will
instead be made to the designated physician or mental health
professional.
Sec. 200.306 Requests for amendment or correction of records.
(a) Place to make requests. A written request by an individual to
amend or correct records pertaining to him or
[[Page 88]]
her may be hand delivered during normal business hours to the SEC,
Operations Center, Room 1418, 6432 General Green Way, Alexandria, VA
22312-2414, or be sent by mail to the Office of Information and Privacy
Act Operations, SEC, Operations Center, 6432 General Green Way,
Alexandria, VA 22312-2413, or by facsimile (703-914-1149).
(1) Information to be included in requests. Each request to amend or
correct a Commission record shall reasonably describe the record sought
to be amended or corrected. Such description should include, for
example, relevant names, dates and subject matter to permit the record
to be located among the records maintained by the Commission. An
individual who has requested that a record pertaining to him be amended
or corrected will be advised promptly if the record cannot be located on
the basis of the description given and that further identifying
information is necessary before his request can be processed. An initial
evaluation of a request presented in person will be made immediately to
ensure that the request is complete and to indicate what, if any,
additional information will be required. Verification of the
individual's identity as set forth in Sec. 200.303(a) (2), (3), (4) and
(5) may also be required.
(2) Basis for amendment or correction. An individual requesting an
amendment or correction to a record pertaining to him shall specify the
substance of the amendment or correction and set forth facts and provide
such materials that would support his contention that the record
pertaining to him as maintained by the Commission is not accurate,
timely or complete, or that the record is not necessary and relevant to
accomplish a statutory purpose of the Commission as authorized by law or
by Executive Order of the President.
(b) Acknowledgement of requests for amendment or correction. Receipt
of a request to amend or correct a record pertaining to an individual
normally will be acknowledged in writing within 10 days after such
request has been received. When a request to amend or correct is made in
person, the individual making the request will be given a written
acknowledgement when the request is presented. The acknowledgement will
describe the request received and indicate when it is anticipated that
action will be taken on the request. No acknowledgement will be sent
when the request for amendment or correction will be reviewed, and an
initial decision made, within 10 days from the date the request is
received.
[40 FR 44068, Sept. 24, 1975, as amended at 47 FR 26819, June 22, 1982;
65 FR 55186, Sept. 13, 2000]
Sec. 200.307 Review of requests for amendment or correction.
(a) Initial review. As in the case of requests for access, requests
by individuals for amendment or correction to records pertaining to them
will be referred to the Commission's Privacy Act Officer for an initial
determination, except that such requests may be considered by a Division
Director or Office Head (other than the General Counsel) as set forth in
Sec. 200.304(a) of this subpart.
(b) Standards to be applied in reviewing requests. In reviewing
requests to amend or correct records, the Privacy Act Officer, or
Division or Office head, will be guided by the criteria set forth in 5
U.S.C. 552a(e)(1), i.e., that records maintained by the Commission shall
contain only such information as is necessary and relevant to accomplish
a statutory purpose of the Commission as required by statute or
Executive Order of the President and that such information also be
accurate, timely, and complete. These criteria will be applied whether
the request is to add material to a record or to delete information from
a record.
(c) Time for acting on requests. Initial review of a request by an
individual to amend or correct a record pertaining to him shall be
completed as promptly as is reasonably possible and normally within 30
days (excluding Saturdays, Sundays and legal holidays) from the date the
request was received, unless unusual circumstances preclude completion
of review within that time. If the anticipated completion date indicated
in the acknowledgement cannot be met, the individual requesting the
amendment will be advised in writing of the delay and the reasons
therefor,
[[Page 89]]
and also advised when action is expected to be completed.
(d) Grant of requests to amend or correct records. If a request to
amend or correct a record is granted in whole or in part, the Privacy
Act Officer will: (1) Advise the individual making the request in
writing of the extent to which it has been granted; (2) amend or correct
the record accordingly; and (3) where an accounting of disclosures of
the record has been kept pursuant to 5 U.S.C. 552a(c), advise all
previous recipients of the record of the fact that the record has been
amended or corrected and the substance of the amendment or correction.
(e) Denial of requests to amend or correct records. If an
individual's request to amend or correct a record pertaining to him is
denied in whole or in part, the Privacy Act Officer will:
(1) Promptly advise the individual making the request in writing of
the extent to which the request has been denied;
(2) State the reasons for the denial of the request;
(3) Describe the procedures established by the Commission to obtain
further review within the Commission of the request to amend or correct,
including the name and address of the person to whom the appeal is to be
addressed; and
(4) Inform the individual that the Privacy Act Officer will provide
information and assistance to the individual in perfecting an appeal of
the initial decision.
(5 U.S.C. 552a(f); sec. 19, Securities Act of 1933, 48 Stat. 85, as
amended; sec. 23, Securities Exchange Act of 1934, 48 Stat. 901, as
amended; sec. 20, Public Utility Holding Company Act of 1935, 49 Stat.
833; sec. 319, Trust Indenture Act of 1939, 53 Stat. 1173; sec. 38,
Investment Company Act of 1940, 54 Stat. 841; sec. 211, Investment
Advisers Act of 1940, 54 Stat. 855 (15 U.S.C. 77s, 78w, 79t, 77sss, 80a-
37, 80b-11))
[40 FR 44068, Sept. 24, 1975, as amended at 49 FR 13866, Apr. 9, 1984]
Sec. 200.308 Appeal of initial adverse agency determination as to access or as to amendment or correction.
(a) Administrative review. Any person who has been notified pursuant
to Sec. 200.304(c) that his request for access to records pertaining to
him has been denied, or pursuant to Section 307(e) of this subpart that
his request for amendment or correction has been denied in whole or in
part, or who has received no response to a request for access or to
amend within 30 days (excluding Saturdays, Sundays and legal holidays)
after his request was received by the Office of Information and Privacy
Act Operations (or within such extended period as may be permitted in
accordance with Secs. 200.304(d) and 200.307(c) of this subpart), may
appeal the adverse determination or failure to respond to the General
Counsel.
(1) The appeal shall be in writing and shall describe the record in
issue and set forth the proposed amendment or correction and the reasons
therefor.
(2) The appeal shall be delivered or sent by mail to the Office of
Information and Privacy Act Operations, SEC, Operations Center, 6432
General Green Way, Alexandria, VA 22312-2413, or by facsimile (703-914-
1149).
(3) The applicant, if he wishes, may state such facts and cite such
legal or other authorities as he may consider appropriate in support of
his application.
(4) The General Counsel will make a determination with respect to
any appeal within 30 days after the receipt of such appeal (excluding
Saturdays, Sundays and legal holidays), unless for good cause shown, the
General Counsel shall extend that period. If such an extension is made,
the individual who is appealing shall be advised in writing of the
extension, the reasons therefor, and the anticipated date when the
appeal will be decided.
(5) In considering an appeal from a denial of a request to amend or
correct a record, the General Counsel shall apply the same standards as
set forth in Sec. 200.307(b).
(6) If the General Counsel shall conclude that access should be
granted, he or she shall issue an order granting access and instructing
the Privacy Act Officer to comply with Sec. 200.304(b).
(7) If the General Counsel shall conclude that the request to amend
or correct the record should be granted in whole or in part, he or she
shall issue an order granting the requested amendment or correction in
whole or in part and instructing the Privacy Act Officer
[[Page 90]]
to comply with the requirements of Sec. 200.307(d) of this subpart, to
the extent applicable.
(8) If the General Counsel affirms the initial decision denying
access, he or she shall issue an order denying access and advising the
individual seeking access of (i) The order; (ii) the reasons for denying
access; and (iii) the individual's right to obtain judicial review of
the decision pursuant to 5 U.S.C. 552a(g)(1)(B).
(9) If the General Counsel determines that the decision of the
Privacy Act Officer denying a request to amend or correct a record
should be upheld, he or she shall issue an order denying the request and
the individual shall be advised of
(i) The order refusing to amend or correct the record and the
reasons therefor;
(ii) His or her right to file a concise statement setting forth his
or her disagreement with the General Counsel's decision not to amend or
correct the record;
(iii) The procedures for filing such a statement of disagreement
with the General Counsel;
(iv) The fact that any such statement of disagreement will be made
available to anyone to whom the record is disclosed, together with, if
the General Counsel deems it appropriate, a brief statement setting
forth the General Counsel's reasons for refusing to amend or correct;
(v) The fact that prior recipients of the record in issue will be
provided with the statement of disagreement and the General Counsel's
statement, if any, to the extent that an accounting of such disclosures
has been maintained pursuant to 5 U.S.C. 552a(c); and
(vi) The individual's right to seek judicial review of the General
Counsel's refusal to amend or correct, pursuant to 5 U.S.C.
552a(g)(1)(A).
(10) In appropriate cases the General Counsel may, in his or her
sole and unfettered discretion, refer matters requiring administrative
review of initial decisions to the Commission for determination and the
issuance, where indicated, of orders.
(b) Statement of disagreement. As noted in paragraph (a)(9)(ii) of
this section, an individual may file with the General Counsel a
statement setting forth his disagreement with the General Counsel's
denial of his request to amend or correct a record.
(1) Such statement of disagreement shall be delivered or sent by
mail to the Office of Freedom of Information and Privacy Act Operations,
SEC, Operations Center, 6432 General Green Way, Alexandria, VA 22312-
2413, or by facsimile (703-914-1149), within 30 days after receipt by
the individual of the General Counsel's order denying the amendment or
correction. For good cause shown this period can be extended for a
reasonable time.
(2) Such statement of disagreement shall concisely state the basis
for the individual's agreement. Generally a statement should be no more
than two pages in length, except an individual may submit a slightly
longer statement if it is necessary to set forth his disagreement
effectively. Unduly lengthy or irrelevant materials will be returned to
the individual by the General Counsel for appropriate revisions before
they become a permanent part of the individual's record.
(3) The record about which a statement of disagreement has been
filed will clearly note which part of the record is disputed and the
General Counsel will provide copies of the statement of disagreement
and, if the General Counsel deems it appropriate, provide a concise
statement of his or her reasons for refusing to amend or correct the
record, to persons or other agencies to whom the record has been or will
be disclosed.
(4) In appropriate cases, the General Counsel may, in his or her
sole and unfettered discretion, refer matters concerning statements of
disagreement to the Commission for disposition.
(5 U.S.C. 552a(f); sec. 19, Securities Act of 1933, 48 Stat. 85, as
amended; sec. 23, Securities Exchange Act of 1934, 48 Stat. 901, as
amended; sec. 20, Public Utility Holding Company Act of 1935, 49 Stat.
833; sec. 319, Trust Indenture Act of 1939, 53 Stat. 1173; sec. 38,
Investment Company Act of 1940, 54 Stat. 841; sec. 211, Investment
Advisers Act of 1940, 54 Stat. 855 (15 U.S.C. 77s, 78w, 79t, 77sss, 80a-
37, 80b-11))
[40 FR 44068, Sept. 24, 1975, as amended at 42 FR 40190, Aug. 9, 1977;
47 FR 26819, June 22, 1982; 49 FR 13866, Apr. 9, 1984; 65 FR 55186,
Sept. 13, 2000]
[[Page 91]]
Sec. 200.309 General provisions.
(a) Extensions of time. Pursuant to Secs. 200.303(b), 200.304(d),
200.307(c) and 200.308(a)(4) of this subpart, the time within which a
request for information, access or amendment by an individual with
respect to records maintained by the Commission that pertain to him
normally would be processed may be extended for good cause shown or
because of unusual circumstances. As used in these rules, good cause and
unusual circumstances shall include, but only to the extent reasonably
necessary to the proper processing of a particular request:
(1) The need to search for and collect the requested records from
field facilities or other establishments that are separate from the
Office processing the request. Many records of the Commission are stored
in Federal Records Centers in accordance with law--including many of the
documents which have been on file with the Commission for more than 2
years--and cannot be made available promptly. Other records may
temporarily be located at a Regional or District Office of the
Commission. Any person who has requested for personal examination a
record stored at the Federal Records Center or temporarily located in a
Regional or District Office of the Commission will be notified when the
record will be made available to him.
(2) The need to search for, collect, and appropriately examine a
voluminous amount of separate and distinct records which may be demanded
in a single request. While every reasonable effort will be made fully to
comply with each request as promptly as possible on a first-come, first-
served basis, work done to search for, collect and appropriately examine
records in response to a request for a large number of records will be
contingent upon the availability of processing personnel in accordance
with an equitable allocation of time to all members of the public who
have requested or wish to request records.
(3) The need for consultation, which shall be conducted with all
practicable speed, with another agency having a substantial interest in
the determination of the request, or among two or more components within
the Commission having substantial subject-matter interest therein.
(b) Effective date of action. Whenever it is provided in this
Subpart that an acknowledgement or response to a request will be given
by specific times, deposit in the mails of such acknowledgement or
response by that time, addressed to the person making the request, will
be deemed full compliance.
(c) Records in use by a member of the Commission or its staff.
Although every effort will be made to make a record in use by a member
of the Commission or its staff available when requested, it may
occasionally be necessary to delay making such a record available when
doing so at the time the request is made would seriously interfere with
the work of the Commission or its staff.
(d) Missing or lost records. Any person who has requested a record
or a copy of a record pertaining to him will be notified if the record
sought cannot be found. If he so requests, he will be notified if the
record subsequently is found.
(e) Oral requests; misdirected written requests--(1) Telephone and
other oral requests. Before responding to any request by an individual
for information concerning whether records maintained by the Commission
in a system of records pertain to him or to any request for access to
records by an individual, such request must be in writing and signed by
the individual making the request. The General Counsel will not
entertain any appeal from an alleged denial or failure to comply with an
oral request. Any person who has orally requested information or access
to records pertaining to him that he believes to have been improperly
denied to him should resubmit his request in appropriate written form in
order to obtain proper consideration and, if need be, administrative
review.
(2) Misdirected written requests. The Commission cannot assure that
a timely or satisfactory response will be given to written requests for
information, access or amendment by an individual with respect to
records pertaining to him that are directed to the Commission other than
in a manner prescribed in Secs. 200.303(a), 200.306(a), 200.308(a)(2),
and 200.310 of this subpart.
[[Page 92]]
Any staff member who receives a written request for information, access
or amendment should promptly forward the request to the Privacy Act
Officer. Misdirected requests for records will be considered to have
been received by the Commission only when they have been actually
received by the Privacy Act Officer in cases under Sec. 200.308(a)(2).
The General Counsel will not entertain any appeal from an alleged denial
or failure to comply with a misdirected request, unless it is clearly
shown that the request was in fact received by the Privacy Act Officer.
(5 U.S.C. 552a(f); sec. 19, Securities Act of 1933, 48 Stat. 85, as
amended; sec. 23, Securities Exchange Act of 1934, 48 Stat. 901, as
amended; sec. 20, Public Utility Holding Company Act of 1935, 49 Stat.
833; sec. 319, Trust Indenture Act of 1939, 53 Stat. 1173; sec. 38,
Investment Company Act of 1940, 54 Stat. 841; sec. 211, Investment
Advisers Act of 1940, 54 Stat. 855 (15 U.S.C. 77s, 78w, 79t, 77sss, 80a-
37, 80b-11))
[40 FR 44068, Sept. 24, 1975, as amended at 49 FR 13867, Apr. 9, 1984;
59 FR 5945, Feb. 9, 1994]
Sec. 200.310 Fees.
(a) A request by an individual for copies of a record pertaining to
him or her that is maintained by the Commission may be sent by mail to
the Office of Freedom of Information and Privacy Act Operations, SEC,
Operations Center, 6432 General Green Way, Alexandria, VA 22312-2413, or
by facsimile (703-914-1149). There will be no charge assessed to the
individual for the Commission's expense involved in searching for or
reviewing the record. Copies of the Commission's records will be
provided by a commercial copier or by the Commission at rates
established by a contract between the copier and the Commission.
(b) Waiver or reduction of fees. Whenever the Privacy Act Officer
determines that good cause exists to grant a request for reduction or
waiver of fees for copying documents, he or she may reduce or waive any
such fees.
(Pub. L. 87-592, 76 Stat. 394, 15 U.S.C. 78d-1, 78d-2; Pub. L. 93-502;
11 U.S.C. 901, 1109(a))
[42 FR 56727, Oct. 28, 1977, as amended at 47 FR 26819, June 22, 1982;
49 FR 12686, Mar. 30, 1984; 50 FR 50287, Dec. 10, 1985; 65 FR 55186,
Sept. 13, 2000]
Sec. 200.311 Penalties.
Title 18 U.S.C. 1001 makes it a criminal offense, subject to a
maximum fine of $10,000, or imprisonment for not more than 5 years or
both, to knowingly and willingly make or cause to be made any false or
fradulent statements or representations in any matter within the
jurisdiction of any agency of the United States. 5 U.S.C. 552a(i) makes
it a misdemeanor punishable by a fine of not more than $5,000 for any
person knowingly and willfully to request or obtain any record
concerning an individual from the Commission under false pretenses. 5
U.S.C. 552a(i) (1) and (2) provide criminal penalties for certain
violations of the Privacy Act by officers and employees of the
Commission.
Sec. 200.312 Specific exemptions.
Pursuant to section (k) of the Privacy Act of 1974, the Chairman of
the Securities and Exchange Commission, with the concurrence of the
Commission, has deemed it necessary to promulgate the following
exemptions to specified provisions of the Privacy Act:
(a) Pursuant to, and limited by 5 U.S.C. 552a(k)(2), the following
systems of records maintained by the Commission shall be exempted from 5
U.S.C. 552a(c)(3), (d), (e)(1), (e)(4)(G), (H), and (I), and (f) and 17
CFR 200.303, 200.304, and 200.306, insofar as they contain investigatory
materials compiled for law enforcement purposes:
(1) Enforcement Files;
(2) Office of General Counsel Working Files;
(3) Office of the Chief Accountant Working Files;
(4) Name-Relationship Index System;
(5) Rule 102(e) of the Commission's Rules of Practice--Appearing or
Practicing Before the Commission; and
(6) Agency Correspondence Tracking System.
(b) Pursuant to 5 U.S.C. 552a(k)(5), the systems of records
containing the Commission's (1) Office of Personnel Code of Conduct and
Employee Performance Files and (2) Personnel Security Files shall be
exempt from sections (c)(3), (d), (e)(1), (e)(4) (G), (H), and (I), and
(f) of the Privacy Act, 5 U.S.C. 552a(c)(3), (d), (e)(1), (e)(4) (G),
(H), and (I), and (f), and 17 CFR 200.303,
[[Page 93]]
200.304, and 200.306 insofar as they contain investigatory material
compiled to determine an individual's suitability, eligibility, and
qualifications for Federal civilian employment or access to classified
information, but only to the extent that the disclosure of such material
would reveal the identity of a source who furnished information to the
Government under an express promise that the identity of the source
would be held in confidence, or, prior to September 27, 1975, under an
implied promise that the identity of the source would be held in
confidence.
(Pub. L. 93-579, Sec. k, 5 U.S.C. 552a(k))
[40 FR 44073, Sept. 24, 1975, as amended at 52 FR 2677, Jan. 26, 1987;
54 FR 24332, June 7, 1989; 54 FR 46373, Nov. 3, 1989; 60 FR 32795, June
23, 1995; 65 FR 55186, Sept. 13, 2000]
Sec. 200.313 Inspector General exemptions.
(a) Pursuant to section (j) of the Privacy Act of 1974, the Chairman
of the Securities and Exchange Commission, with the concurrence of the
Commission, has deemed it necessary to promulgate the following
exemptions to specified provisions of the Privacy Act:
(1) Pursuant to, and limited by 5 U.S.C. 552a(j)(2), the system of
records maintained by the Office of Inspector General of the Commission
that contains the Investigative Files shall be exempted from the
provisions of 5 U.S.C. 552a, except subsections (b), (c) (1) and (2),
(e)(4) (A) through (F), (e) (6), (7), (9), (10), and (11), and (i), and
17 CFR 200.303, 200.304, 200.306, 200.307, 200.308, 200.309 and 200.310,
insofar as the system contains information pertaining to criminal law
enforcement investigations.
(2) [Reserved]
(b) Pursuant to section (k) of the Privacy Act of 1974, the Chairman
of the Securities and Exchange Commission, with the concurrence of the
Commission, has deemed it necessary to promulgate the following
exemptions to specified provisions of the Privacy Act:
(1) Pursuant to, and limited by 5 U.S.C. 552a(k)(2), the system of
records maintained by the Office of Inspector General of the Commission
that contains the Investigative Files shall be exempted from 5 U.S.C.
552a(c)(3), (d), (e)(1), (e)(4) (G), (H), and (I), and (f) and 17 CFR
200.303, 200.304, and 200.306, insofar as it contains investigatory
materials compiled for law enforcement purposes.
(2) [Reserved]
[55 FR 19872, May 14, 1990]
Subpart I--Regulations Pertaining to Public Observation of Commission
Meetings
Authority: 5 U.S.C. 552b, unless otherwise noted. Section 200.410
also is issued under 29 U.S.C. 794.
Source: 42 FR 14693, Mar. 16, 1977, unless otherwise noted.
Sec. 200.400 Open meetings.
Except as otherwise provided in this subpart, meetings of the
Commission shall be open to public observation.
Sec. 200.401 Definitions.
As used in this subpart:
(a) Meeting means the joint deliberations of at least the number of
individual members of the Securities and Exchange Commission required to
take action on behalf of the Commission where such deliberations
determine or result in the joint conduct or disposition of official
Commission business, but does not include deliberations required or
permitted by Sec. 200.42 or Sec. 200.43 (respecting seriatim and duty
officer disposition of Commission business, respectively), or by
Secs. 200.403, 200.404, or 200.405 (respecting whether particular
Commission deliberations shall be open or closed and related matters).
(b) Portion of a meeting means the consideration during a meeting of
a particular topic or item separately identified in the notice of
Commission meetings described in Sec. 200.403.
(c) Open, when used in the context of a Commission meeting or a
portion thereof, means that the public may attend and observe the
deliberations of the Commission during such meeting or portion of a
meeting, consistent with the provisions of Sec. 200.410 (respecting
decorum at meetings and other related matters).
(d) Closed, when used in the context of a Commission meeting or a
portion thereof, means that the public may not attend or observe the
deliberations of
[[Page 94]]
the Commission during such meeting or portion of a meeting.
(e) Announce, and make publicly available, when used in the context
of the dissemination of information, mean, in addition to any specific
method of publication described in this subpart, that a document
containing the information in question will be posted for public
inspection in, or adjacent to, the lobby of the Commission's
headquarters offices, and will be available to the public through the
Commission's Public Reference Section and the Commission's Office of
Public Affairs, all in Washington, DC
(f) The term likely to, as used in Sec. 200.402, illustrating the
circumstances under which Commission meetings may be closed, and the
circumstances in which information may be deleted from the notice of
Commission meetings, means that it is more probable than not that the
discussion of Commission business, or publication of information,
reasonably could encompass matters which the Commission is authorized,
by the Government in the Sunshine Act, Pub. L. 94-409, as implemented by
this subpart, to consider or discuss at a closed meeting (or a closed
portion of a meeting).
(g) The term financial institution, as used in Sec. 200.402(a),
authorizing the closure of certain Commission meetings, includes, but is
not limited to, banks, savings and loan associations, credit unions,
brokers and dealers in securities or commodities, exchanges dealing in
securities or commodities, national securities associations, investment
companies, investment advisers, securities industry self-regulatory
organizations subject to 15 U.S.C. 78s, and institutional managers as
defined in 15 U.S.C. 78m(f).
(h) The term person includes, but is not limited to, any
corporation, partnership, company, association, joint stock corporation,
business trust, unincorporated organization, government, political
subdivision, agency, or instrumentality of a government.
[42 FR 14693, Mar. 16, 1977, as amended at 60 FR 17202, Apr. 5, 1995]
Sec. 200.402 Closed meetings.
(a) Nonpublic matters. Pursuant to the general or special procedures
for closing Commission meetings, as set forth in Sec. 200.404 or
Sec. 200.405, respectively, a meeting, or any portion thereof, shall be
closed to public observation where the Commission determines that such
meeting, or a portion thereof, is likely to:
(1) Disclose matters specifically authorized under criteria
established by an executive order to be kept secret in the interests of
national defense or foreign policy, and in fact properly classified
pursuant to such executive order.
(2) Relate solely to the internal personnel rules and practices of
the Commission or any other agency, including, but not limited to,
discussion concerning:
(i) Operation rules, guidelines, and manuals of procedure for
investigators, attorneys, accountants, and other employees, other than
those rules, guidelines, and manuals which establish legal requirements
to which members of the public are expected to conform; or
(ii) Hiring, termination, promotion, discipline, compensation, or
reward of any Commission employee or member, the existence,
investigation, or disposition of a complaint against any Commission
employee or member, the physical or mental condition of any Commission
employee or member, the handling of strictly internal matters, which
would tend to infringe on the privacy of the staff or members of the
Commission, or similar subjects.
(3) Disclose matters specifically exempted from disclosure by
statute (other than 5 U.S.C. 552): Provided, That such statute requires
that the matters be withheld from the public in such a manner as to
leave no discretion on the issue, or establishes particular criteria for
withholding or refers to particular types of matters to be withheld.
(4) Disclose trade secrets and commercial or financial information
obtained from a person and privileged or confidential, including, but
not limited to:
(i) Information contained in letters of comment in connection with
registration statements, applications for registration or other material
filed with the Commission, replies thereto, and related material which
is deemed
[[Page 95]]
to have been submitted to the Commission in confidence or to be
confidential at the instance of the registrant or person who has filed
such material unless the contrary clearly appears; and
(ii) Information contained in any document submitted to or required
to be filed with the Commission where the Commission has undertaken
formally or informally to receive such submission or filing for its use
or the use of specified persons only, such as preliminary proxy material
filed pursuant to Rule 14a-6 under the Securities Exchange Act (17 CFR
240.14a-6), reports filed pursuant to Rule 316(a) under the Securities
Act (17 CFR 230.316(a)), agreements filed pursuant to Rule 15c3-1 under
the Securities Exchange Act, 17 CFR 240.15c3-1, schedules filed pursuant
to Part I of Form X-17A-5 (17 CFR 249.617) in accordance with Rule 17a-
5(b)(3) under the Securities Exchange Act (17 CFR 240.17a-5(b)(3)),
statements filed pursuant to Rule 17a-5(k)(1) under the Securities
Exchange Act (17 CFR 240.17a-5(k)(1)), confidential reports filed
pursuant to Rules 17a-9, 17a-10, 17a-12 and 17a-16 under the Securities
Exchange Act (17 CFR 240.17a-9, 240.17a-10, 240.17a-12, and 240.17a-16),
and any information filed with the Commission and confidential pursuant
to section 45 of the Investment Company Act of 1940, 15 U.S.C. 80a-44,
or Rule 45a-1 thereunder (17 CFR 270.45a-1); and
(iii) Information contained in reports, summaries, analyses,
letters, of memoranda arising out of, in anticipation of, or in
connection with, an examination or inspection of the books and records
of any person or any other investigation.
(5) Involve accusing any person of a crime, or formally censuring
any person, including, but not limited to, consideration of whether to:
(i) Institute, continue, or conclude administrative proceedings or
any formal or informal investigation or inquiry, whether public or
nonpublic, against or involving any person, alleging a violation of any
provision of the federal securities laws, or the rules and regulations
thereunder, or any other statute or rule a violation of which is
punishable as a crime; or
(ii) Commence, participate in, or terminate judicial proceedings
alleging a violation of any provision of the federal securities laws, or
the rules and regulations thereunder, or any other statute or rule a
violation of which is punishable as a crime; or
(iii) Issue a report or statement discussing the conduct of any
person and the relationship of that conduct to possible violations of
any provision of the federal securities laws, or the rules and
regulations thereunder, or any other statute or rule a violation of
which is punishable as a crime; or
(iv) Transmit, or disclose, with or without recommendation, any
Commission memorandum, file, document, or record to the Department of
Justice, a United States Attorney, any federal, state, local, or foreign
governmental authority or foreign securities authority, any professional
association, or any securities industry self-regulatory organization, in
order that the recipient may consider the institution of proceedings
against any person or the taking of any action that might involve
accusing any person of a crime or formally censuring any person; or
(v) Seek from, act upon, or act jointly with respect to, any
information, file, document, or record where such action could lead to
accusing any person of a crime or formally censuring any person by any
entity described in paragraph (a)(5)(iv) of this section.
(6) Disclose information of a personal nature, where disclosure
would constitute a clearly unwarranted invasion of personal privacy.
(7)(i) Disclose investigatory records compiled for law enforcement
purposes, or information which, if written, would be contained in such
records, to the extent that the production of such records would:
(A) Interfere with enforcement activities undertaken, or likely to
be undertaken, by the Commission or the Department of Justice, or any
United States Attorney, or any Federal, State, local, or foreign
governmental authority or foreign securities authority, any professional
association, or any securities industry self-regulatory organization;
(B) Deprive a person of a right to a fair trial or an impartial
adjudication;
[[Page 96]]
(C) Constitute an unwarranted invasion of personal privacy;
(D) Disclose the identity of a confidential source and, in the case
of a record compiled by a criminal law enforcement authority in the
course of a criminal investigation, or by an agency conducting a lawful
national security intelligence investigation, confidential information
furnished only by the confidential source;
(E) Disclose investigative techniques and procedures; or
(F) Endanger the life or physical safety of law enforcement
personnel.
(ii) The term investigatory records includes, but is not limited to,
all documents, records, transcripts, evidentiary materials of any
nature, correspondence, related memoranda, or work product concerning
any examination, any investigation (whether formal or informal), or any
related litigation, which pertains to, or may disclose, the possible
violation by any person of any provision of any statute, rule, or
regulation administered by the Commission, by any other Federal, State,
local, or foreign governmental authority or foreign securities
authority, by any professional association, or by any securities
industry self-regulatory organization. The term investigatory records
also includes all written communications from, or to, any person
complaining or otherwise furnishing information respecting such possible
violations, as well as all correspondence or memoranda in connection
with such complaints or information.
(8) Disclose information contained in, or related to, any
examination, operating, or condition report prepared by, on behalf of,
or for the use of, the Commission, any other federal, state, local, or
foreign governmental authority or foreign securities authority, or any
securities industry self-regulatory organization, responsible for the
regulation or supervision of financial institutions.
(9) Disclose information the premature disclosure of which would be
likely to
(i)(A) Lead to significant financial speculation in currencies,
securities, or commodities, including, but not limited to, discussions
concerning the proposed or continued suspension of trading in any
security, or the possible investigation of, or institution of activity
concerning, any person with respect to conduct involving or affecting
publicly-traded securities, or
(B) Significantly endanger the stability of any financial
institution; or
(ii) Significantly frustrate the implementation, or the proposed
implementation, of any action by the Commission, any other federal,
state, local or foreign governmental authority, any foreign securities
authority, or any securities industry self-regulatory organization:
Provided, however, That this paragraph (a)(9)(ii) shall not apply in any
instance where the Commission has already disclosed to the public the
precise content or nature of its proposed action, or where the
Commission is expressly required by law to make such disclosure on its
own initiative prior to taking final agency action on such proposal.
(10) Specifically concern the Commission's consideration of, or its
actual: Issuance of a subpoena (whether by the Commission directly or by
any Commission employee or member); participation in a civil action or
proceeding, an action in a foreign court or international tribunal, or
an arbitration; or initiation, conduct, or disposition of a particular
case of formal adjudication pursuant to the procedures in 5 U.S.C. 554,
or otherwise involving a determination on the record after opportunity
for a hearing; including, but not limited to, matters involving
(i) The institution, prosecution, adjudication, dismissal,
settlement, or amendment of any administrative proceeding, whether
public or nonpublic; or
(ii) The commencement, settlement, defense, or prosecution of any
judicial proceeding to which the Commission, or any one or more of its
members or employees, is or may become a party; or
(iii) The commencement, conduct, termination, status, or disposition
of any inquiry, investigation, or proceedings to which the power to
issue subpoenas is, or may become, attendant; or
[[Page 97]]
(iv) The discharge of the Commission's responsibilities involving
litigation under any statute concerning the subject of bankruptcy; or
(v) The participation by the Commission (or any employee or member
thereof) in, or involvement with, any civil judicial proceeding or any
administrative proceeding, whether as a party, as amicus curiae, or
otherwise; or
(vi) The disposition of any application for a Commission order of
any nature where the issuance of such an order would involve a
determination on the record after opportunity for a hearing.
(b) Interpretation of exemptions. The examples set forth
Sec. 200.402(a)(1) through (10) of particular matters which may be the
subject of closed Commission deliberations are to be construed as
illustrative, but not as exhaustive, of the scope of those exemptions.
(c) Public interest determination. Notwithstanding the provisions of
Sec. 200.402(a) (concerning the closing of Commission meetings), but
subject to the provisions of Sec. 200.409(a) (respecting the right of
certain persons to petition for the closing of a Commission meeting),
the Commission may conduct any meeting or portion of a meeting in public
where the Commission determines, in its discretion, that the public
interest renders it appropriate to open such a meeting.
(d) Nonpublic matter in announcements. The Commission may delete
from the notice of Commission meetings described in Sec. 200.403, from
the announcements concerning closed meetings described in
Secs. 200.404(b) and 200.405(c), and from the General Counsel's
certification described in Sec. 200.406, any information or description
the publication of which would be likely to disclose matters of the
nature described in Sec. 200.402(a) (concerning the closing of
Commission meetings).
(Pub. L. 94-409, 90 Stat. 1241)
[42 FR 14693, Mar. 16, 1977; 47 FR 37077, Aug. 25, 1982, as amended at
54 FR 24332, June 7, 1989]
Sec. 200.403 Notice of Commission meetings.
(a) Content of notice. (1) In the case of open meetings, or meetings
closed pursuant to the procedures specified in Sec. 200.404, the
Commission shall announce the items to be considered. For each such
item, the announcement shall include:
(i) A brief description of the generic or precise subject matter to
be discussed;
(ii) The date, place, and approximate time at which the Commission
will consider the matter;
(iii) Whether the meeting, or the various portions thereof, shall be
open or closed; and
(iv) The name and telephone number of the Commission official
designated to respond to requests for information concerning the meeting
at which the matter is to be considered.
(2) Every announcement of a Commission meeting described in this
subsection, or any amended announcement described in paragraph (c),
shall be transmitted to the Federal Register for publication.
(b) Time of notice. The announcement of Commission meetings referred
to in paragraph (a) shall be made publicly available (and submitted
immediately thereafter to the Federal Register for publication) at least
one week prior to the consideration of any item listed therein, except
where a majority of the members of the Commission determine, by a
recorded vote, that Commission business requires earlier consideration
of the matter. In the event of such a determination, the announcement
shall be made publicly available (and submitted to the Federal Register)
at the earliest practicable time.
(c) Amendments to notice. (1)(i) The time or place of a meeting may
be changed following any public announcement that may be required by
paragraph (a). In the event of such action, the Commission shall
announce the change at the earliest practicable time.
(ii) The subject matter of a meeting, or the determination of the
Commission to open or close a meeting (or a portion of a meeting), may
be changed following any public announcement that may be required by
paragraph (a),
[[Page 98]]
if (A) a majority of the entire membership of the Commission determines,
by a recorded vote, that Commission business so requires and that no
earlier announcement of the change was possible; and (B) the Commission
publicly announces such change and the vote of each member upon such
change at the earliest practicable time.
(2) Notwithstanding the provisions of this paragraph (c), matters
which have been announced for Commission consideration may be deleted,
or continued in whole or in part to the next scheduled Commission
meeting, without notice.
(d) Notice of meetings closed pursuant to special procedure. In the
case of meetings closed pursuant to the special procedures set forth in
Sec. 200.405, the Commission shall make publicly available, in whole or
in summary form,
(1) A brief description of the general subject matter considered or
to be considered, and
(2) The date, place, and approximate time at which the Commission
will, or did, consider the matter. The announcement described in this
subsection shall be made publicly available at the earliest practicable
time, and may be combined, in whole or in part, with the announcement
described in paragraph (a).
Note: The Commission intends, to the extent convenient, to adhere to
the following schedule in organizing its weekly agenda: Closed meetings
to consider matters concerning the enforcement of the federal securities
laws and the conduct of related investigations will generally be held on
Tuesdays and on Thursday afternoons. An open meeting will generally be
held each Thursday morning to consider matters of any appropriate
nature. On Wednesdays, either open or closed meetings, or both, will
generally be held according to the requirements of the Commission's
agenda for the week in question. Normally, no meetings will be scheduled
on Mondays, Fridays, Saturdays, Sundays, or legal holidays.
The foregoing tentative general schedule is set forth for the
guidance of the public, but is not, in any event, binding upon the
Commission. In every case, the scheduling of Commission meetings shall
be determined by the demands of Commission business, consistent with the
requirements of this subpart I. When feasible, the Commission will
endeavor to announce the subject matter of all then-contemplated open
meetings during a particular month at least one week prior to the
commencement of that month.
When and if convenient after the conclusion of a closed Commission
meeting, the Commission will endeavor to make publicly available a
notice describing (subject to the provision in Sec. 200.402(d) regarding
nonpublic matter in announcements) the items considered at that meeting
and any action taken thereon.
Sec. 200.404 General procedure for determination to close meeting.
(a) Action to close meeting. Action to close a meeting pursuant to
Sec. 200.402(a) or (c) shall be taken only upon a vote of a majority of
the entire membership of the Commission. A separate vote of the
Commission members shall be taken with respect to each Commission
meeting a portion or portions of which are proposed to be closed to the
public pursuant to Sec. 200.402(a), or with respect to any information
which is proposed to be withheld under Sec. 200.402(d); Provided,
however, That a single vote may be taken with respect to a series of
meetings, a portion or portions of which are proposed to be closed, or
with respect to any information concerning such series of meetings, so
long as each meeting in such series relates to the same matters and is
scheduled to be held no more than thirty days after the initial meeting
in such series. The vote of each Commission member participating in such
vote shall be recorded and no proxies shall be allowed.
(b) Announcement of action to close meeting. Within one day of any
vote pursuant to paragraph (a) of this section or Sec. 200.409(a)
(relating to review of Commission determinations to open a meeting), the
Commission shall make publicly available:
(1) A written record reflecting the vote of each participating
member of the Commission on the question; and
(2) In the case of a meeting or portion thereof to be closed to the
public, a written explanation of the Commission's action closing the
meeting or a portion thereof, together with a list describing
generically or specifically the persons expected to attend the meeting
and their affiliation; and
(3) For every closed meeting, the certification executed by the
Commission's General Counsel as described in Sec. 200.406.
[[Page 99]]
Sec. 200.405 Special procedure for determination to close meeting.
(a) Finding. Based, in part, on a review of several months of its
meetings, as well as the legislative history of the Sunshine Act, the
Commission finds that a majority of its meetings may properly be closed
to the public pursuant to Sec. 200.402(a) (4), (8), (9)(i), or (10), or
any combination thereof.
(b) Action to close meeting. The Commission may, by recorded vote of
a majority of its members at the commencement of any meeting or portion
thereof, determine to close any meeting or a portion thereof properly
subject to being closed pursuant to Sec. 200.402(a) (4), (8), (9)(i), or
(10), or any combination thereof. The procedure described in this rule
may be utilized notwithstanding the fact that a meeting or portion
thereof properly subject to being closed pursuant to Sec. 200.402(a)
(4), (8), (9)(i), or (10), or any combination thereof, could also be
closed pursuant to Sec. 200.402(a) (1), (2), (3), (5), (6), (7), or
(9)(ii), or any combination thereof.
(c) Announcement of action to close meeting. In the case of a
meeting or a portion of a meeting closed pursuant to this rule, as soon
as practicable the Commission shall make publicly available:
(1) A written record reflecting the vote of each participating
member of the Commission to close the meeting; and
(2) The certification described in Sec. 200.406, executed by the
Commission's General Counsel.
Sec. 200.406 Certification by the General Counsel.
For every Commission meeting closed pursuant to Sec. 200.402(a) (1)
through (10), the General Counsel of the Commission (or, in his or her
absence, the attorney designated by General Counsel pursuant to
Sec. 200.21) shall publicly certify that, in his or her opinion, the
meeting may be closed to the public and shall state each relevant
exemptive provision.
Sec. 200.407 Transcripts, minutes, and other documents concerning closed Commission meetings.
(a) Record of closed meetings. Except as provided in
Sec. 200.407(b), the Commission's Secretary shall prepare a complete
transcript or electronic recording adequate to record fully the
proceedings of each closed meeting, or closed portion of a meeting.
(b) Minutes of closed meetings. In the case of a meeting, or portion
of a meeting, closed to the public pursuant to Sec. 200.402(a) (8),
(9)(i), or (10), the Secretary may, in his or her discretion or at the
direction of the Commission, prepare either the transcript or recording
described in Sec. 200.407(a), or a set of minutes. Such minutes shall
fully and clearly describe all matters discussed and shall provide a
full and accurate summary of any actions taken, and the reasons
therefor, including a description of each of the views expressed on any
item and the record of any rollcall vote (reflecting the vote of each
participating Commission member on the question). All documents
specifically considered by the Commission in connection with any action
shall be identified in such minutes are maintained.
(c) Retention of certificate and statement. The Secretary shall
retain a copy of every certification executed by the General Counsel
pursuant to Sec. 200.406, together with a statement from the presiding
officer of the meeting, or portion of a meeting to which the
certification applies, setting forth the time and place of the meeting,
and the persons present.
(d) Minute Record. Nothing herein shall affect the provisions of
Secs. 200.13a and 200.40 requiring the Secretary to prepare and maintain
a Minute Record reflecting the official actions of the Commission.
Sec. 200.408 Public access to transcripts and minutes of closed Commission meetings; record retention.
(a) Public access to record. Within twenty days (excluding
Saturdays, Sundays, and legal holidays) of the receipt by the
Commission's Freedom of Information Act Officer of a written request, or
within such extended period as may be agreeable to the person making the
request, the Secretary shall make available for inspection by any person
in the Commission's Public Reference Room, the transcript, electronic
recording, or minutes (as required by Sec. 200.407 (a) or (b)) of the
discussion of
[[Page 100]]
any item on the agenda, except for such item or items as the Freedom of
Information Act Officer determines to involve matters which may be
withheld under Sec. 200.402 or otherwise. Copies of such transcript, or
minutes, or a transcription of such recording disclosing the identity of
each speaker, shall be furnished to any person at the actual cost of
duplication, as set forth in Sec. 200.80e, and, if a transcript is
prepared, the actual cost of such transcription.
(b) Review of deletion from record. Any person who has been notified
that the Freedom of Information Act Officer has determined to withhold
any transcript, recording, or minute, or portion thereof, which was the
subject of a request for access pursuant to Sec. 200.402(a), or any
person who has not received a response to his or her own request within
the 20 days specified in Sec. 200.408(a), may appeal the adverse
determination or failure to respond by applying for an order of the
Commission determining and directing that the transcript, recording or
minute, or deleted portion thereof, be made available. Such application
shall be in writing and should be directed to the Secretary, Securities
and Exchange Commission, Washington, DC 20549. The applicant shall state
such facts and cite such legal or other authorities as the applicant may
consider appropriate. The Commission shall make a determination with
respect to any appeal pursuant to this subsection within 20 days
(excepting Saturdays, Sundays and legal public holidays) after the
receipt of such appeal, or within such extended period as may be
agreeable to the person making the request. The Commission may determine
to withhold any record that is exempt from disclosure pursuant to
Sec. 200.402(a), although it may disclose a record, even if exempt, if,
in its discretion, it determines it to be appropriate to do so.
(c) Retention of record. The Commission, by its Secretary, shall
retain a complete verbatim copy of the transcript, or a complete copy of
the minutes, or a complete electronic recording of each meeting, or
portion of a meeting, closed to the public, for a period of at least two
years after such meeting, or until one year after the conclusion of any
Commission proceeding with respect to which the meeting or portion was
held, whichever occurs later.
Sec. 200.409 Administrative appeals.
(a) Review of determination to open meeting. Following any
announcement stating that the Commission intends to open a meeting or a
portion thereof, any person whose interests may be directly and
substantially affected by the disposition of the matter to be discussed
at such meeting may make a request, directed to the Commission's
Secretary, that the meeting, or relevant portion thereof, be closed
pursuant to Sec. 200.402(a) (5), (6), or (7). The Secretary shall
circulate such a request to the members of the Commission, along with a
supporting statement provided by the requestor setting forth the
requestor's interest in the matter and the reasons why the requestor
believes that the meeting (or portion thereof) should be closed, and the
Commission, upon the request of any one of its members, shall vote by
recorded vote on whether to close such meeting or portion.
(b) Review of determination to close meeting. Following any
announcement that the Commission intends to close a meeting or a portion
thereof, any person may make written or telegraphic request, directed to
the Commission's Secretary, that the meeting or a portion thereof be
open. Such a request shall set forth the requestor's interest in the
matter and the reasons why the requestor believes that the meeting (or a
portion thereof) should be open to the public. The Secretary shall
circulate such a request and supporting statement to the members of the
Commission, and the Commission, upon the request of any one of its
members, shall vote whether to open such a meeting or a portion thereof.
Sec. 200.410 Miscellaneous.
(a) Unauthorized activities; maintenance of decorum. Nothing in this
subpart shall authorize any member of the public to be heard at, or
otherwise participate in, any Commission meeting, or to photograph or
record by videotape or similar device any Commission
[[Page 101]]
meeting or portion thereof. The Commission may exclude any person from
attendance at any meeting whenever necessary to preserve decorum, or
where appropriate or necessary for health or safety reasons, or where
necessary to terminate behavior unauthorized by this paragraph (a). Any
person desiring to sound-record an open Commission meeting shall notify
the Commission's Secretary of his intention to do so at least 48 hours
in advance of the meeting in question. Any person desiring to photograph
or videotape the Commission's proceedings may apply to the Secretary for
permission to do so at least 48 hours in advance of the meeting in
question. The Commission's determination to permit photography or
videotaping at any meeting is confined to its exclusive discretion, and
will be granted only if such activities will not result in undue
disruption of Commission proceedings.
(b) Suspension of open meeting. Subject to the satisfaction of any
procedural requirements which may be required by this subpart, nothing
in this subpart shall preclude the Commission from directing that the
room be cleared of spectators, temporarily or permanently, whenever it
appears that the discussion during an open Commission meeting is likely
to involve any matter described in Sec. 200.402(a) (respecting closed
meetings).
(c) Access to Commission documents. Except as expressly provided,
nothing in this subpart shall authorize any person to obtain access to
any document not otherwise available to the public or not required to be
disclosed pursuant to subpart D. Access to documents considered or
mentioned at Commission meetings may only be obtained subject to the
procedures set forth in, and the provisions of, subpart D.
(d) Access to public meetings. Any member of the public who plans to
attend a public meeting of the Commission, and who requires an auxiliary
aid such as a sign language interpreter, should contact the Commission's
Selective Placement Coordinator, Office of Personnel at (202) 272-7065
or TDD number (202) 272-2552, prior to the meeting to make the necessary
arrangements. The Selective Placement Coordinator will take all
reasonable steps to accommodate requests made in advance of the
scheduled meeting date.
[42 FR 14693, Mar. 16, 1977, as amended at 44 FR 32366, June 6, 1979; 55
FR 10235, Mar. 20, 1990]
Subpart J--Classification and Declassification of National Security
Information and Material
Authority: Sec. 19, Securities Act of 1933, as amended, 48 Stat. 84,
15 U.S.C. 77s. E.O. 12356, 47 FR 14874, Apr. 6, 1982. Information
Security Oversight Office Directive No. 1 (47 FR 27836, June 25, 1982).
Source: 44 FR 65737, Nov. 15, 1979, unless otherwise noted.
Sec. 200.500 Purpose.
This part establishes general policies and procedures for the
classification, declassification and safeguarding of national security
information which is generated, processed and/or stored by the
Commission, and supplements Executive Order 12356, April 6, 1982 (47 FR
14874), and Information Security Oversight Office Directive No. 1, June
25, 1982 (47 FR 27836).
[47 FR 47236, Oct. 25, 1982]
Sec. 200.501 Applicability.
This part applies to the handling of, and public access to, national
security information and classified documents in the Commission's
possession. Such documents no longer in the Commission's possession will
be handled by the agency having possession, or in accordance with
guidelines developed in consultation with the Archivist.
Sec. 200.502 Definition.
As used in this part: Foreign government information means either
(a) information provided to the United States by a foreign government or
governments, an international organization of governments, or any
element thereof with the expectation, express or implied, that the
information, the source of the information, or both, are to be held in
confidence, or (b) information produced by the United States pursuant to
or as a result of a joint arrangement with a foreign government or
[[Page 102]]
governments or an international organization of governments or any
element thereof, requiring that the information, the arrangement, or
both, are to be held in confidence.
[47 FR 47236, Oct. 25, 1982]
Sec. 200.503 Senior agency official.
The Executive Director of the Commission is designated the senior
agency official responsible for conducting an oversight program to
ensure effective implementation of Executive Order 12356. Any complaints
or suggestions regarding the Commission's information security program
should be directed to the Office of the Executive Director, Securities
and Exchange Commission, Attn: Information Security Program, 450 5th
Street, NW., Washington, DC 20549.
(a) The Deputy Executive Director is the Senior Agency Official for
purposes of the Paperwork Reduction Act of 1980. In this capacity, the
Deputy Executive Director will carry out all responsibilities required
by the Act (Pub. L. 96-511, 3506(b)), as well as serving as Agency
Clearance Officer for purposes of the publication of notices in the
Federal Register.
(b) [Reserved]
(11 U.S.C. 901, 1109(a))
[47 FR 47236, Oct. 25, 1982, as amended at 49 FR 12686, Mar. 30, 1984;
51 FR 5315, Feb. 13, 1986]
Sec. 200.504 Oversight Committee.
An Oversight Committee is established, under the chairmanship of the
Executive Director, with the following responsibilities:
(a) Establish a security education program to familiarize Commission
and other personnel who have access to classified information with the
provisions of Executive Order 12065, and encourage Commission personnel
to challenge those classification decisions they believe to be improper.
(b) Establish controls to insure that classified information is
used, processed, stored, reproduced, and transitted only under
conditions that will provide adequate protection and prevent access by
unauthorized persons.
(c) Establish procedures which require that a demonstrable need,
under section 4-1 of Executive Order 12065, for access to classified
information be established before administrative clearance procedures
are initiated, as well as other appropriate procedures to prevent
unnecessary access to classified information.
(d) Act on all suggestions and complaints concerning Commission
administration of its information security program.
(e) Establish procedures within the Commission to insure the orderly
and effective referral of requests for declassification of documents in
the Commission's possession.
(f) Review on an annual basis all practices for safeguarding
information and to eliminate those practices which are duplicative or
unnecessary.
(g) Recommend to the Chairman of the Commission appropriate
administrative action to correct abuse or violation of any provision of
Executive Order 12356.
(h) Consider and decide other questions concerning classification
and declassification that may be brought before it.
(i) Develop special contingency plans for the protection of
classified information used in or near hostile or potentially hostile
areas.
(j) Promptly notify the Director of the Information Security
Oversight Office whenever an officer or employee of the United States
Government or its contractors, licensees or grantees knowingly,
willfully or negligently (1) discloses to unauthorized persons
information properly classified under Executive Order 12356 or
predecessor orders or (2) classifies or continues the classification of
information in violation of Executive Order 12356 or predecessor orders.
[44 FR 65737, Nov. 15, 1979, as amended at 47 FR 47236, Oct. 25, 1982;
51 FR 5315, Feb. 13, 1986]
Sec. 200.505 Original classification.
(a) No Commission Member or employee has the authority to classify
any information on an original basis.
(b) If a Commission employee originates information that appears to
require classification, the employee shall
[[Page 103]]
immediately notify the Secretary and protect the information
accordingly.
(c) If the Executive Director believes the information warrants
classification, it shall be sent to an agency with original
classification authority over the subject matter, or to the information
Security Oversight Office, for determination.
[44 FR 65737, Nov. 15, 1979, as amended at 51 FR 5315, Feb. 13, 1986]
Sec. 200.506 Derivative classification.
Any document that includes paraphrases, restatements, or summaries
of, or incorporates in new form, information that is already classified
shall be assigned the same level of classification as the source; if,
however, the basic information appears to have been so changed that no
classification, or a lower classification than originally assigned,
should be used, the appropriate official of the originating agency or
office of origin who has the authority to upgrade, downgrade or
declassify the information must be consulted prior to assigning a
different classification to the information.
[47 FR 47236, Oct. 25, 1982]
Sec. 200.507 Declassification dates on derivative documents.
(a) A document that derives its classification from information
classified under Executive Order 12356 of predecessor orders shall be
marked with the date or event assigned to that source information for
its automatic declassification or for review of its continued need for
classification.
(b) A derivative document that derives its classification from the
approved use of the classification guide of another agency shall bear
the declassification date required by the provisions of that
classification guide.
[47 FR 47236, Oct. 25, 1982]
Sec. 200.508 Requests for mandatory review for declassification.
(a) Requests for mandatory review of a Commission document for
declassification may be made by any United States citizen or permanent
resident alien, including Commission employees, or a Federal agency, or
a State or local government. The request shall be in writing and shall
be sent to the Office of the Executive Director, Attn: Mandatory Review
Request, Securities and Exchange Commission, 450 5th Street NW.,
Washington, DC 20549.
(b) The request shall describe the material sufficiently to enable
the Commission to locate it. Requests with insufficient description of
the material will be returned to the requester for further information.
(c) Within 5 days of receiving a request for declassification, the
Commission shall acknowledge its receipt. If the document was
derivatively classified by the Commission or originally classified by
another agency, the request and the document shall be forwarded promptly
to the agency with original classification authority together with the
Commission's recommendation to withhold any of the information where
appropriate. The requester shall be notified of the referral.
(d) If the request requires the provision of services by the
Commission, fair and equitable fees may be charged under title 5 of the
Independent Offices Appropriation Act, 65 Stat. 290, 31 U.S.C. 483a.
[44 FR 65737, Nov. 15, 1979, as amended at 47 FR 47237, Oct. 25, 1982;
51 FR 5315, Feb. 13, 1986]
Sec. 200.509 Challenge to classification by Commission employees.
Commission employees who have reasonable cause to believe that
information is classified unnecessarily, improperly, or for an
inappropriate period of time, may challenge those classification
decisions through mandatory review or other appropriate procedures as
established by the Oversight Committee. Commission employees who
challenge classification decisions may request that their identity not
be disclosed.
Sec. 200.510 Access by historical researchers.
(a) Persons outside the executive branch performing historical
research may have access to information over which the Commission has
classification jurisdiction for the period requested (but not longer
than 2 years unless renewed for an additional period of less than 2
years) if the Executive
[[Page 104]]
Director determines in writing that access to the information will be
consistent with the interests of national security.
(b) The person seeking access to classified information must agree
in writing:
(1) To be subject to a national agency check;
(2) To protect the classified information in accordance with the
provisions of Executive Order 12356; and
(3) Not to publish or otherwise reveal to unauthorized persons any
classified information.
[44 FR 65737, Nov. 15, 1979, as amended at 47 FR 47237, Oct. 25, 1982;
51 FR 5315, Feb. 13, 1986]
Sec. 200.511 Access by former Presidential appointees.
(a) Former Commission Members appointed by the President may have
access to classified information or documents over which the Commission
has jurisdiction that they originated, reviewed, signed, or received
while in public office, if the Executive Director determines in writing
that access to the information will be consistent with the interest of
nation security.
(b) The person seeking access to classified information must agree
in writing:
(1) To be subject to a national agency check;
(2) To protect the classified information in accordance with the
provisions of Executive Order 12356; and
(3) Not to publish or otherwise reveal to unauthorized persons any
classified information.
[44 FR 65737, Nov. 15, 1979, as amended at 47 FR 47237, Oct. 25, 1982;
51 FR 5315, Feb. 13, 1986]
Subpart K--Regulations Pertaining to the Protection of the Environment
Authority: 15 U.S.C. 78w(a)(2).
Source: 44 FR 41177, July 16, 1979, unless otherwise noted.
Sec. 200.550 Purpose.
This subpart sets forth the procedures the Commission will follow to
ensure compliance with the goals of the National Environmental Policy
Act (NEPA) and with the procedures required by NEPA in the event that
the Commission should take action subject to such procedural
requirements.
Sec. 200.551 Applicability.
(a) Compliance with the procedures set forth in Secs. 200.552
through 200.554 shall be appropriate where Commission action taken with
respect to security transactions subject to sections 6(b) and 7 of the
Public Utility Holding Company Act of 1935 and acquisitions subject to
sections 9 and 10 of that Act involves major Federal action
significantly affecting the quality of the human environment.
(b) In addition to the foregoing, in the event of extraordinary
circumstances in which a Commission action not specified in paragraph
(a) of this section may involve major Federal action significantly
affecting the quality of the human environment, the Commission shall
follow the procedures set forth in Secs. 200.552 through 200.554, unless
doing so would be inconsistent with its statutory authority under the
Federal securities laws.
Sec. 200.552 NEPA planning.
Where it is reasonably foreseeable by the Commission that it may be
required to act on a matter specified in Sec. 200.551 and that matter is
likely to involve major Federal action significantly affecting the
quality of the human environment, the Commission shall:
(a) Advise the relevant persons as to information respecting the
environment, if any, which may later be required to be submitted for
Commission consideration should Commission action become necessary;
(b) Consult on any environmental factors involved with individuals,
organizations, and state and local authorities interested in the planned
action; and
(c) Begin implementing the procedures set forth in Secs. 200.553 and
200.554 as soon as possible, Provided, That such procedures are not
inconsistent with the Commission's authority under the Federal
securities laws.
[[Page 105]]
Sec. 200.553 Draft, final and supplemental impact statements.
If the Commission determines that the requirements of section
102(2)(C) of NEPA for preparation of an environmental impact statement
are applicable in connection with a proposed Commission action, it shall
prepare such statement generally in accordance with the procedures
specified in 40 CFR parts 1500-1508, particularly part 1502 concerning
impact statement preparation and content, Sec. 1505.1 concerning
decision-making procedures, and Sec. 1501.6 concerning the function of
cooperating agencies, to the extent that such procedures do not conflict
with the Commission's statutory responsibilities and authority under the
Federal securities laws.
Sec. 200.554 Public availability of information.
(a) Any environmental assessment or impact statement, and Commission
responses pertaining to formal rulemaking proceedings or adjudicatory
proceedings, shall be made part of the record in any such proceedings.
In the case of formal adjudicatory proceedings, this shall be done in
accordance with Rule 460 of the Commission's Rules of Practice,
Sec. 201.460 of this chapter. In the case of formal rulemaking
proceedings, this shall be done in accordance with the Commission's
rules respecting such proceedings.
(b) The location of publicly available environmental impact
statements will be 450 Fifth Street, NW., Room 1024, Washington, DC
(c) Interested persons may obtain information regarding and status
reports on specific environmental impact statements and environmental
assessments by contacting the division or office within the Commission
which has responsibility for the particular proposed action.
[44 FR 41177, July 16, 1979, as amended at 47 FR 26819, June 22, 1982;
60 FR 32795, June 23, 1995]
Subpart L--Enforcement of Nondiscrimination on the Basis of Handicap in
Programs or Activities Conducted by the Securities and Exchange
Commission
Authority: 29 U.S.C. 794.
Source: 53 FR 25885, July 8, 1988, unless otherwise noted.
Sec. 200.601 Purpose.
The purpose of this regulation is to effectuate section 119 of the
Rehabilitation, Comprehensive Services, and Developmental Disabilities
Amendments of 1978, which amended section 504 of the Rehabilitation Act
of 1973 to prohibit discrimination on the basis of handicap in programs
or activities conducted by Executive agencies or the United States
Postal Service.
Sec. 200.602 Application.
This regulation (Secs. 200.601-200.670) applies to all programs or
activities conducted by the agency, except for programs or activities
conducted outside the United States that do not involve individuals with
handicaps in the United States.
Sec. 200.603 Definitions.
For purposes of this regulation, the term--
Assistant Attorney General means the Assistant Attorney General,
Civil Rights Division, United States Department of Justice.
Auxiliary aids means services or devices that enable persons with
impaired sensory, manual, or speaking skills to have an equal
opportunity to participate in, and enjoy the benefits of, programs or
activities conducted by the agency. For example, auxiliary aids useful
for persons with impaired vision include readers, Brailled materials,
audio recordings, and other similar services and devices. Auxiliary aids
useful for persons with impaired hearing include telephone handset
amplifiers, telephones compatible with hearing aids, telecommunication
devices
[[Page 106]]
for deaf persons (TDD's), interpreters, notetakers, written materials,
and other similar services and devices.
Complete complaint means a written statement that contains the
complainant's name and address and describes the agency's alleged
discriminatory action in sufficient detail to inform the agency of the
nature and date of the alleged violation of section 504. It shall be
signed by the complainant or by someone authorized to do so on his or
her behalf. Complaints filed on behalf of classes or third parties shall
describe or identify (by name, if possible) the alleged victims of
discrimination.
Facility means all or any portion of buildings, structures,
equipment, roads, walks, parking lots, rolling stock or other
conveyances, or other real or personal property.
Historic preservation programs means programs conducted by the
agency that have preservation of historic properties as a primary
purpose.
Historic properties means those properties that are listed or
eligible for listing in the National Register of Historic Places or
properties designated as historic under a statute of the appropriate
State or local government body.
Individual with handicaps means any person who has a physical or
mental impairment that substantially limits one or more major life
activities, has a record of such an impairment, or is regarded as having
such an impairment.
As used in this definition, the phrase:
(1) Physical or mental impairment includes--
(i) Any physiological disorder or condition, cosmetic disfigurement,
or anatomical loss affecting one or more of the following body systems:
Neurological; musculoskeletal; special sense organs; respiratory,
including speech organs; cardiovascular; reproductive; digestive;
genitourinary; hemic and lymphatic; skin; and endocrine; or
(ii) Any mental or psychological disorder, such as mental
retardation, organic brain syndrome, emotional or mental illness, and
specific learning disabilities. The term physical or mental impairment
includes, but is not limited to, such diseases and conditions as
orthopedic, visual, speech, and hearing impairments, cerebral palsy,
epilepsy, muscular dystrophy, multiple sclerosis, cancer, heart disease,
diabetes, mental retardation, emotional illness, and drug addiction and
alcoholism.
(2) Major life activities includes functions such as caring for
one's self, performing manual tasks, walking, seeing, hearing, speaking,
breathing, learning, and working.
(3) Has a record of such an impairment means has a history of, or
has been misclassified as having, a mental or physical impairment that
substantially limits one or more major life activities.
(4) Is regarded as having an impairment means--
(i) Has a physical or mental impairment that does not substantially
limit major life activities but is treated by the agency as constituting
such a limitation;
(ii) Has a physical or mental impairment that substantially limits
major life activities only as a result of the attitudes of others toward
such impairment; or
(iii) Has none of the impairments defined in paragraph (1) of this
definition but is treated by the agency as having such an impairment.
Qualified individual with handicaps means--
(1) With respect to preschool, elementary, or secondary education
services provided by the agency, an individual with handicaps who is a
member of a class of persons otherwise entitled by statute, regulation,
or agency policy to receive education services from the agency;
(2) With respect to any other agency program or activity under which
a person is required to perform services or to achieve a level of
accomplishment, an individual with handicaps who meets the essential
eligibility requirements and who can achieve the purpose of the program
or activity without modifications in the program or activity that the
agency can demonstrate would result in a fundamental alteration in its
nature;
(3) With respect to any other program or activity, an individual
with handicaps who meets the essential eligibility requirements for
participation in, or receipt of benefits from, that program or activity;
and
[[Page 107]]
(4) Qualified handicapped person as that term is defined for
purposes of employment in 29 CFR 1613.702(f), which is made applicable
to this regulation by Sec. 200.640.
Section 504 means section 504 of the Rehabilitation Act of 1973
(Pub. L. 93-112, 87 Stat. 394 (29 U.S.C. 794)), as amended by the
Rehabilitation Act Amendments of 1974 (Pub. L. 93-516, 88 Stat. 1617);
the Rehabilitation, Comprehensive Services, and Developmental
Disabilities Amendments of 1978 (Pub. L. 95-602, 92 Stat. 2955); and the
Rehabilitation Act Amendments of 1986 (Pub. L. 99-506, 100 Stat. 1810).
As used in this regulation, section 504 applies only to programs or
activities conducted by Executive agencies and not to federally assisted
programs.
Substantial impairment means a significant loss of the integrity of
finished materials, design quality, or special character resulting from
a permanent alteration.
Secs. 200.604--200.609 [Reserved]
Sec. 200.610 Self-evaluation.
(a) The agency shall, by September 6, 1989, evaluate its current
policies and practices, and the effects thereof, that do not or may not
meet the requirements of this regulation and, to the extent modification
of any such policies and practices is required, the agency shall proceed
to make the necessary modifications.
(b) The agency shall provide an opportunity to interested persons,
including individuals with handicaps or organizations representing
individuals with handicaps, to participate in the self-evaluation
process by submitting comments (both oral and written).
(c) The agency shall, for at least three years following completion
of the self-evaluation, maintain on file and make available for public
inspection:
(1) A description of areas examined and any problems identified; and
(2) A description of any modifications made.
Sec. 200.611 Notice.
The agency shall make available to employees, applicants,
participants, beneficiaries, and other interested persons such
information regarding the provisions of this regulation and its
applicability to the programs or activities conducted by the agency, and
make such information available to them in such manner as the head of
the agency finds necessary to apprise such persons of the protections
against discrimination assured them by section 504 and this regulation.
Secs. 200.612--200.629 [Reserved]
Sec. 200.630 General prohibitions against discrimination.
(a) No qualified individual with handicaps shall, on the basis of
handicap, be excluded from participation in, be denied the benefits of,
or otherwise be subjected to discrimination under any program or
activity conducted by the agency.
(b)(1) The agency, in providing any aid, benefit, or service, may
not, directly or through contractual, licensing, or other arrangements,
on the basis of handicap--
(i) Deny a qualified individual with handicaps the opportunity to
participate in or benefit from the aid, benefit, or service;
(ii) Afford a qualified individual with handicaps an opportunity to
participate in or benefit from the aid, benefit, or service that is not
equal to that afforded others;
(iii) Provide a qualified individual with handicaps with an aid,
benefit, or service that is not as effective in affording equal
opportunity to obtain the same result, to gain the same benefit, or to
reach the same level of achievement as that provided to others;
(iv) Provide different or separate aid, benefits, or services to
individuals with handicaps or to any class of individuals with handicaps
than is provided to others unless such action is necessary to provide
qualified individuals with handicaps with aid, benefits, or services
that are as effective as those provided to others;
(v) Deny a qualified individual with handicaps the opportunity to
participate as a member of planning or advisory boards;
[[Page 108]]
(vi) Otherwise limit a qualified individual with handicaps in the
enjoyment of any right, privilege, advantage, or opportunity enjoyed by
others receiving the aid, benefit, or service.
(2) The agency may not deny a qualified individual with handicaps
the opportunity to participate in programs or activities that are not
separate or different, despite the existence of permissibly separate or
different programs or activities.
(3) The agency may not, directly or through contractual or other
arrangements, utilize criteria or methods of administration the purpose
or effect of which would--
(i) Subject qualified individuals with handicaps to discrimination
on the basis of handicap; or
(ii) Defeat or substantially impair accomplishment of the objectives
of a program or activity with respect to individuals with handicaps.
(4) The agency may not, in determining the site or location of a
facility, make selections the purpose or effect of which would--
(i) Exclude individuals with handicaps from, deny them the benefits
of, or otherwise subject them to discrimination under any program or
activity conducted by the agency; or
(ii) Defeat or substantially impair the accomplishment of the
objectives of a program or activity with respect to individuals with
handicaps.
(5) The agency, in the selection of procurement contractors, may not
use criteria that subject qualified individuals with handicaps to
discrimination on the basis of handicap.
(6) The agency may not administer a licensing or certification
program in a manner that subjects qualified individuals with handicaps
to discrimination on the basis of handicap, nor may the agency establish
requirements for the programs or activities of licensees or certified
entities that subject qualified individuals with handicaps to
discrimination on the basis of handicap. However, the programs or
activities of entities that are licensed or certified by the agency are
not, themselves, covered by this regulation.
(c) The exclusion of nonhandicapped persons from the benefits of a
program limited by Federal statute or Executive order to individuals
with handicaps or the exclusion of a specific class of individuals with
handicaps from a program limited by Federal statute or Executive order
to a different class of individuals with handicaps is not prohibited by
this regulation.
(d) The agency shall administer programs and activities in the most
integrated setting appropriate to the needs of qualified individuals
with handicaps.
Secs. 200.631-200.639 [Reserved]
Sec. 200.640 Employment.
No qualified individual with handicaps shall, on the basis of
handicap, be subject to discrimination in employment under any program
or activity conducted by the agency. The definitions, requirements, and
procedures of section 501 of the Rehabilitation Act of 1973 (29 U.S.C.
791), as established by the Equal Employment Opportunity Commission in
29 CFR part 1613, shall apply to employment in federally conducted
programs or activities.
Sec. 200.641-200.648 [Reserved]
Sec. 200.649 Program accessibility: Discrimination prohibited.
Except as otherwise provided in Sec. 200.650, no qualified
individual with handicaps shall, because the agency's facilities are
inaccessible to or unusable by individuals with handicaps, be denied the
benefits of, be excluded from participation in, or otherwise be
subjected to discrimination under any program or activity conducted by
the agency.
Sec. 200.650 Program accessibility: Existing facilities.
(a) General. The agency shall operate each program or activity so
that the program or activity, when viewed in its entirety, is readily
accessible to and usable by individuals with handicaps. This paragraph
does not--
(1) Necessarily require the agency to make each of its existing
facilities accessible to and usable by individuals with handicaps;
(2) In the case of historic preservation programs, require the
agency to take any action that would result in a substantial impairment
of significant
[[Page 109]]
historic features of an historic property; or
(3) Require the agency to take any action that it can demonstrate
would result in a fundamental alteration in the nature of a program or
activity or in undue financial and administrative burdens. In those
circumstances where agency personnel believe that the proposed action
would fundamentally alter the program or activity or would result in
undue financial and administrative burdens, the agency has the burden of
proving that compliance with Sec. 200.650(a) would result in such
alteration or burdens. The decision that compliance would result in such
alteration or burdens must be made by the agency head or his or her
designee after considering all agency resources available for use in the
funding and operation of the conducted program or activity, and must be
accompanied by a written statement of the reasons for reaching that
conclusion. If an action would result in such an alteration or such
burdens, the agency shall take any other action that would not result in
such an alteration or such burdens but would nevertheless ensure that
individuals with handicaps receive the benefits and services of the
program or activity.
(b) Methods--(1) General. The agency may comply with the
requirements of this section through such means as redesign of
equipment, reassignment of services to accessible buildings, assignment
of aides to beneficiaries, home visits, delivery of services at
alternate accessible sites, alteration of existing facilities and
construction of new facilities, use of accessible rolling stock, or any
other methods that result in making its programs or activities readily
accessible to and usable by individuals with handicaps. The agency is
not required to make structural changes in existing facilities where
other methods are effective in achieving compliance with this section.
The agency, in making alterations to existing buildings, shall meet
accessibility requirements to the extent compelled by the Architectural
Barriers Act of 1968, as amended (42 U.S.C. 4151-4157), and any
regulations implementing it. In choosing among available methods for
meeting the requirements of this section, the agency shall give priority
to those methods that offer programs and activities to qualified
individuals with handicaps in the most integrated setting appropriate.
(2) Historic preservation programs. In meeting the requirements of
Sec. 200.650(a) in historic preservation programs, the agency shall give
priority to methods that provide physical access to individuals with
handicaps. In cases where a physical alteration to an historic property
is not required because of Sec. 200.650(a) (2) or (3), alternative
methods of achieving program accessibility include--
(i) Using audio-visual materials and devices to depict those
portions of an historic property that cannot otherwise be made
accessible;
(ii) Assigning persons to guide individuals with handicaps into or
through portions of historic properties that cannot otherwise be made
accessible; or
(iii) Adopting other innovative methods.
(c) Time period for compliance. The agency shall comply with the
obligations established under this section by November 7, 1988, except
that where structural changes in facilities are undertaken, such changes
shall be made by September 6, 1991, but in any event as expeditiously as
possible.
(d) Transition plan. In the event that structural changes to
facilities will be undertaken to achieve program accessibility, the
agency shall develop, by March 6, 1989, a transition plan setting forth
the steps necessary to complete such changes. The agency shall provide
an opportunity to interested persons, including individuals with
handicaps or organizations representing individuals with handicaps, to
participate in the development of the transition plan by submitting
comments (both oral and written). A copy of the transition plan shall be
made available for public inspection. The plan shall, at a minimum--
(1) Identify physical obstacles in the agency's facilities that
limit the accessibility of its programs or activities to individuals
with handicaps;
(2) Describe in detail the methods that will be used to make the
facilities accessible;
[[Page 110]]
(3) Specify the schedule for taking the steps necessary to achieve
compliance with this section and, if the time period of the transition
plan is longer than one year, identify steps that will be taken during
each year of the transition period; and
(4) Indicate the official responsible for implementation of the
plan.
Sec. 200.651 Program accessibility: New construction and alterations.
Each building or part of a building that is constructed or altered
by, on behalf of, or for the use of the agency shall be designed,
constructed, or altered so as to be readily accessible to and usable by
individuals with handicaps. The definitions, requirements, and standards
of the Architectural Barriers Act (42 U.S.C. 4151-4157), as established
in 41 CFR 101-19.600 to 101-19.607, apply to buildings covered by this
section.
Secs. 200.652--200.659 [Reserved]
Sec. 200.660 Communications.
(a) The agency shall take appropriate steps to ensure effective
communication with applicants, participants, personnel of other Federal
entities, and members of the public.
(1) The agency shall furnish appropriate auxiliary aids where
necessary to afford an individual with handicaps an equal opportunity to
participate in, and enjoy the benefits of, a program or activity
conducted by the agency.
(i) In determining what type of auxiliary aid is necessary, the
agency shall give primary consideration to the requests of the
individual with handicaps.
(ii) The agency need not provide individually prescribed devices,
readers for personal use or study, or other devices of a personal
nature.
(2) Where the agency communicates with applicants and beneficiaries
by telephone, telecommunication devices for deaf persons (TDD's) or
equally effective telecommunication systems shall be used to communicate
with persons with impaired hearing.
(b) The agency shall ensure that interested persons, including
persons with impaired vision or hearing, can obtain information as to
the existence and location of accessible services, activities, and
facilities.
(c) The agency shall provide signage at a primary entrance to each
of its inaccessible facilities, directing users to a location at which
they can obtain information about accessible facilities. The
international symbol for accessibility shall be used at each primary
entrance of an accessible facility.
(d) This section does not require the agency to take any action that
it can demonstrate would result in a fundamental alteration in the
nature of a program or activity or in undue financial and administrative
burdens. In those circumstances where agency personnel believe that the
proposed action would fundamentally alter the program or activity or
would result in undue financial and administrative burdens, the agency
has the burden of proving that compliance with Sec. 200.660 would result
in such alteration or burdens. The decision that compliance would result
in such alteration or burdens must be made by the agency head or his or
her designee after considering all agency resources available for use in
the funding and operation of the conducted program or activity and must
be accompanied by a written statement of the reasons for reaching that
conclusion. If an action required to comply with this section would
result in such an alteration or such burdens, the agency shall take any
other action that would not result in such an alteration or such burdens
but would nevertheless ensure that, to the maximum extent possible,
individuals with handicaps receive the benefits and services of the
program or activity.
Secs. 200.661--200.669 [Reserved]
Sec. 200.670 Compliance procedures.
(a) Except as provided in paragraph (b) of this section, this
section applies to all allegations of discrimination on the basis of
handicap in programs and activities conducted by the agency.
(b) The agency shall process complaints alleging violations of
section 504 with respect to employment according to the procedures
established by the Equal Employment Opportunity
[[Page 111]]
Commission in 29 CFR part 1613 pursuant to section 501 of the
Rehabilitation Act of 1973 (29 U.S.C. 791).
(c) The Equal Employment Opportunity Manager shall be responsible
for coordinating implementation of this section. Complaints may be sent
to the EEO Manager, 450 Fifth Street NW., Washington, DC 20549.
(d) The agency shall accept and investigate all complete complaints
for which it has jurisdiction. All complete complaints must be filed
within 180 days of the alleged act of discrimination. The agency may
extend this time period for good cause.
(e) If the agency receives a complaint over which it does not have
jurisdiction, it shall promptly notify the complainant and shall make
reasonable efforts to refer the complaint to the appropriate Government
entity.
(f) The agency shall notify the Architectural and Transportation
Barriers Compliance Board upon receipt of any complaint alleging that a
building or facility that is subject to the Architectural Barriers Act
of 1968, as amended (42 U.S.C. 4151-4157), is not readily accessible to
and usable by individuals with handicaps.
(g) Within 180 days of the receipt of a complete complaint for which
it has jurisdiction, the agency shall notify the complainant of the
results of the investigation in a letter containing--
(1) Findings of fact and conclusions of law;
(2) A description of a remedy for each violation found; and
(3) A notice of the right to appeal.
(h) Appeals of the findings of fact and conclusions of law or
remedies must be filed by the complainant within 90 days of receipt from
the agency of the letter required by Sec. 200.670(g). The agency may
extend this time for good cause.
(i) Timely appeals shall be accepted and processed by the head of
the agency.
(j) The head of the agency shall notify the complainant of the
results of the appeal within 60 days of the receipt of the request. If
the head of the agency determines that additional information is needed
from the complainant, he or she shall have 60 days from the date of
receipt of the additional information to make his or her determination
on the appeal.
(k) The time limits cited in paragraphs (g) and (j) of this section
may be extended with the permission of the Assistant Attorney General.
(l) The agency may delegate its authority for conducting complaint
investigations to other Federal agencies, except that the authority for
making the final determination may not be delegated to another agency.
[53 FR 25882 and 25885, July 8, 1988, as amended at 53 FR 25882, July 8,
1988]
Secs. 200.671--200.699 [Reserved]
Subpart M--Regulation Concerning Conduct of Members and Employees and
Former Members and Employees of the Commission
Authority: 15 U.S.C. 77s, 78w, 79t, 77sss, 80a-37, 80b-11; E.O.
11222, 3 CFR, 1964-1965 Comp.; 5 CFR 735.104 unless otherwise noted.
Source: 45 FR 36064, May 29, 1980, unless otherwise noted.
Sec. 200.735-1 Purpose.
This subpart sets forth the standards of ethical conduct required of
members, employees and special Government employees, and former members
and employees of the Securities and Exchange Commission. It is a further
revision of a comprehensive conduct regulation first adopted by the
Commission in 1953 ``to restate the ethical principles which it believes
should govern and have governed the conduct of members and employees and
former members and employees of the Commission.'' 1 This
revision is necessary to provide members, employees, special Government
employees and former
[[Page 112]]
Commission members and employees with a comprehensive statement of
standards of conduct which are dictated by applicable Federal law,
Executive orders, and the Commission's own requirements.
---------------------------------------------------------------------------
1 The last major revision of the Conduct Regulation was
done in 1966 to implement Executive Order 11222, May 8, 1965, and part
735 of the Civil Service Commission regulations (5 CFR part 735) adopted
pursuant thereto. It also contains references to the several applicable
statutes governing employee conduct, particularly Pub. L. 87-849 (76
Stat. 1119, 18 U.S.C. 201 et seq.), and the ``Code of Ethics for
Government Service,'' House Concurrent Resolution 175, 85th Congress, 2d
session (72 Stat. B 12).
---------------------------------------------------------------------------
Sec. 200.735-2 Policy.
(a) The Securities and Exchange Commission has been entrusted by
Congress with the protection of the public interest in a highly
significant area of our national economy. In view of the effect which
Commission action frequently has on the general public, it is important
that members, employees and special Government employees maintain
unusually high standards of honesty, integrity, impartiality and
conduct. They must be constantly aware of the need to avoid situations
which might result either in actual or apparent misconduct or conflicts
of interest and to conduct themselves in their official relationships in
a manner which commands the respect and confidence of their fellow
citizens.
(b) For these reasons, members, employees and special Government
employees should at all times abide by the standards of conduct set
forth in this subpart, the canons of ethics for members of the
Securities and Exchange Commission (subpart C of this part 200) and, in
the case of a professional person, the ethical standards applicable to
the profession of such person.
Sec. 200.735-3 General provisions.
(a)(1) In considering the prohibitions of this section, members and
employees must constantly be aware that the provisions here enumerated
set forth standards of conduct which are broader than the specific
applications stated in the rules which follow. Therefore, members and
employees should look to these general prohibitions when assessing the
advisability of a particular course of conduct. The broadly stated
provisions of this rule are aimed at eliminating the appearance of
impropriety as well as any actual wrongdoing.
(2) Accordingly, a member or employee should avoid any action,
whether or not specifically prohibited by law or regulation (including
the provisions of this subpart), which would result in or might create
appearance of, among other things:
(i) Using public office for private gain;
(ii) Giving preferential treatment to any organization or person;
(iii) Losing complete independence or impartiality;
(iv) Making a Government decision outside official channels; or
(v) Affecting adversely the confidence of the public in the
integrity of the Government.
(3) While provisions applicable to all employees of the Commission
are outlined in this regulation, certain Offices or Divisions for
management reasons may require more stringent regulations in certain
areas. These may be imposed by Division Directors, Office Heads or
Regional Administrators with the consent of the Chairman and the
approval of the Office of Government Ethics. Should such additional
regulations be imposed, all employees affected must be notified ten days
before the effective date of the restriction or at the time of their
employment.
(b) A member or employee of the Commission shall not:
(1) Engage, directly or indirectly, in any personal business
transaction or private arrangement for personal profit the opportunity
for which arises because of his or her official position or authority,
or that is based upon confidential or nonpublic information which he or
she gains by reason of such position or authority.2
---------------------------------------------------------------------------
\2\ Detailed provisions regarding outside or private
employment and transactions in securities and commodities are set forth
in Secs. 200.735-4 and 200.735-5, respectively. Further provisions
regarding use and disclosure of confidential information are set forth
in paragraph (b) of this section and in the note appended thereto.
Members of the Commission are subject also to the following
prohibition in section 4(a) of the Securities Exchange Act of 1934 (15
U.S.C. 78d(a)): ``* * * No Commissioner shall engage in any other
business, vocation, or employment than that of serving as Commissioner,
nor shall any Commissioner participate, directly or indirectly, in any
stock market operations or transactions of a character subject to
regulation by the Commission pursuant to this title * * *.'' This does
not preclude Commissioners from engaging in securities transactions. See
Opinion letter dated February 11, 1975, sent by the Office of the
General Counsel to David Reich, Ethics Counselor at the Civil Service
Commission. In addition, members of the Commission are subject to the
requirements of Executive Order 11222 of May 8, 1965.
---------------------------------------------------------------------------
[[Page 113]]
(2) Solicit or accept, directly or indirectly, any gift, gratuity,
favor, entertainment, loan, service, or any other thing of monetary
value from any person with whom he or she transacts business on behalf
of the United States:
(i) Who has, or is seeking to obtain, contractual or other business
or financial relations with the Commission;
(ii) Who conducts operations or activities regulated by the
Commission; or
(iii) Who has interests that may be substantially affected by the
performance or non-performance of his or her official duty.
(3) The restrictions of paragraph (b)(2) of this section do not
prohibit members and employees from the following:
(i) The acceptance of food and refreshments, not lavish in kind,
offered free in the course of a meeting or other group function, not
connected with an inspection or investigation, at which attendance is
desirable because it will assist the member or employee in performing
his or her official duties. Members shall determine for themselves and
their staffs the propriety of accepting such invitations. Division
Directors, Office Heads, and Regional Administrators are authorized to
make such determinations for themselves and their subordinates. Staff
members are required to advise their Division Director, Office Head, or
Regional Administrator of invitations received from entities described
in paragraph (b)(2) of this section.
(ii) The acceptance of items of value when the circumstances make it
clear that it is family or personal relationships rather than the
business of the persons concerned which govern and are the motivating
factors.
(iii) The acceptance of unsolicited advertising or promotional
material, such as pens, pencils, notepads, calendars and other items of
modest value.
(iv) The acceptance of meals and refreshments as provided to all
panelists, when participating as a panelist in an educational program.
(v) The acceptance of gifts given for participation in an
educational program when they are (A) of modest value; or (B) provided
to all participants in the program; or (C) in the nature of a
remembrance traditional to the particular sponsor institution.
(vi) For purposes of this subpart, person means an individual, a
corporation, a company, an association, a firm, a partnership, a
society, a joint stock company; or any other organization or institution
or anyone who acts for such a person in a representative capacity.\3\
---------------------------------------------------------------------------
\3\ Members and employees of the Commission are subject also to
provisions of the Federal criminal code which prohibit, (1) any officer
or employee of the United States from asking, accepting or receiving any
money or other thing of value in connection with any matter before him
or her in his or her official capacity, (18 U.S.C. 203); and (2) the
compensation of government employees for services to the government by
entities other than the United States (18 U.S.C. 209). In addition,
members are prohibited by 5 CFR 735.203(c) from receiving compensation
or anything of monetary value for any consultation, lecture, discussion,
writing, or appearance, the subject matter of which is devoted
substantially to the responsibilities, programs, or operations of the
Commission or which draws substantially on official data or ideas which
have not become part of the body of public information. See also 17 CFR
200.735-4.
---------------------------------------------------------------------------
(4) Solicit contributions from another employee for a gift to an
employee in a superior official position. An employee in a superior
official position shall not accept a gift presented as a contribution
from employees receiving less salary than himself or herself. An
employee shall not make a donation as a gift to an employee in a
superior official position (5 U.S.C. 7351). However, this paragraph does
not prohibit the occasional giving of gifts of modest value to an
employee in a superior position or the receipt of such gifts by a
superior or the use of completely voluntary contributions of nominal
amounts by employees within the Commission to establish funds for the
limited purpose of providing token remembrances or gifts of modest value
to an employee in a superior position on special occasions.
[[Page 114]]
(5) Accept from a foreign government a gift, decoration or other
thing of more than minimal value except in accordance with the
provisions of 5 U.S.C. 7342.
(6) Discuss or entertain a proposal for future employment by any
person outside the Government with whom he or she is personally and
substantially involved in transacting business on behalf of the United
States.4
---------------------------------------------------------------------------
\4\ Detailed provisions regarding negotiations for future
employment are set forth in Sec. 200.735-7.
---------------------------------------------------------------------------
(i) If an employee wishes to discuss future employment with another
Government agency, this fact should be disclosed to the employee's
Division Director, Office Head or Regional Administrator prior to any
discussion regarding employment, if at that time the employee is
representing the Commission in a particular matter in which the other
agency is taking a position adverse to the Commission.
(7)(i) Divulge to any unauthorized person or release in advance of
authorization for its release \5\ any nonpublic Commission document, or
any information contained in any such document or any confidential
information: (A) In contravention of the rules and regulations of the
Commission promulgated under 5 U.S.C. 552, 552a and 552b; or (B) in
circumstances where the Commission has determined to accord such
information confidential treatment.
---------------------------------------------------------------------------
5 In Section 171 of the Commission's Manual of
Administrative Regulations the Commission's policy on making available
nonpublic information to Federal, State and foreign government
authorities, national securities exchanges and national securities
associations is outlined.
---------------------------------------------------------------------------
(ii) Except where the Commission or the General Counsel, pursuant to
delegated authority, has previously granted approval or in relation to a
Commission administrative proceeding or a judicial proceeding in which
the Commission, or a present or former Commissioner, or present or
former member of the staff, represented by Commission counsel, is a
party, any officer, employee or former officer or employee who is served
with a subpoena requiring the disclosure of confidential or non-public
information or documents shall, unless the Commission or the General
Counsel, pursuant to delegated authority, authorizes the disclosure of
such information or documents, respectfully decline to disclose the
information or produce the documents called for, basing his or her
refusal on this paragraph.
(iii) Any member, employee or former member or employee who is
served with such a subpoena not covered by the exceptions in paragraph
(b)(7)(ii) of this section shall promptly advise the General Counsel of
the service of such subpoena, the nature of the information or documents
sought, and any circumstances which may bear upon the desirability in
the public interest of making available such information or
documents.6 The Commission or the General Counsel, pursuant
to delegated authority, shall authorize the disclosure of non-expert,
non-privileged, factual staff testimony and the production of non-
privileged documents when validly subpoenaed.
---------------------------------------------------------------------------
6 Detailed prohibitions regarding disclosure or use of
confidential or nonpublic information are set forth in Rule 122 (17 CFR
230.122) under the Securities Act of 1933; section 24(b) of the
Securities Exchange Act of 1934 (15 U.S.C. 78x) and Rule 0-4 (17 CFR
240.0-4); and Rule 24(b)(2) (17 CFR 240.24b-2), thereunder; section
22(c) of the Public Utility Holding Company Act of 1935 (15 U.S.C. 79y)
and Rule 104 thereunder (17 CFR 250.104); section 45(a)(1) of the
Investment Company Act, and section 210(b) of the Investment Advisers
Act of 1940 (15 U.S.C. 80b-10). But see, section 171 of the
Administrative Manual which authorizes the staff to divulge certain
nonpublic information without Commission approval (n. 5, supra).
---------------------------------------------------------------------------
(8) Act in any official matter with respect to which there exists a
personal interest incompatible with an unbiased exercise of official
judgment.7
---------------------------------------------------------------------------
7 Section 200.735-6 of this subpart provides a procedure for
relieving employees from assignments in certain cases, including those
covered by paragraph (b)(5) of this section.
---------------------------------------------------------------------------
(9) Have direct or indirect personal, business or financial affairs
which conflict or appear to conflict with his or her official duties and
responsibilities.
(10)(i) Use, or allow the use of, directly or indirectly, Government
property of any kind, including property leased to the Government, for
other
[[Page 115]]
than officially approved activities. Officially approved activities for
the purpose of this section are those activities which are part of an
employee's official duties or are approved by the employee's Division
Director, Office Head or Regional Administrator as being sufficiently
related to the employee's official duties, or important to the interests
of the Commission to warrant the use of Commission facilities for their
accomplishment. Division Directors, Office Heads and Regional
Administrators may, for their own activities meeting the same criteria,
obtain the concurrence of the Executive Director.
(ii) An employee has a positive duty to protect and conserve
Government property, including equipment, supplies, and other property
entrusted or issued to him or her.
(11) Participate, while on Government-owned or leased property or
while on duty for the Government, in any gambling activity, including
the operation of a gambling device, in conducting a lottery or pool, in
a game for money or property, or in selling or purchasing a numbers slip
or ticket.
(12) Engage in unlawful or unethical conduct, or other conduct
prejudicial to the Government.
[45 FR 36064, May 29, 1980; 45 FR 40975, June 17, 1980, as amended at 50
FR 23287, June 3, 1985; 53 FR 17458, May 17, 1988; 54 FR 33500, Aug. 15,
1989]
Sec. 200.735-4 Outside employment and activities.
(a) No member or employee shall permit his or her name to be
associated in any way with any legal, accounting or other professional
firm or office. \8\
---------------------------------------------------------------------------
\8\ With respect to members, this paragraph supplements the
statutory prohibition against outside employment contained in section
4(a) of the Securities Exchange Act of 1934, quoted in footnote 2.
Except as otherwise indicated, the remaining provisions of this section
are not made applicable to members in view of the provisions of section
4(a) of the Securities Exchange Act of 1934.
---------------------------------------------------------------------------
(b)(1) No employee shall have any outside or private employment,
activity, or affiliation incompatible with concurrent employment by the
Commission. Incompatible activities include but are not limited to
(i) Employment or association with any securities exchange,
association of securities dealers, or other self-regulatory organization
either registered under the Securities Exchange Act of 1934 or otherwise
involved with the securities industry, any registered broker, dealer,
registered municipal securities dealer, public utility holding company,
investment company, investment adviser, securities information
processor, transfer agent, clearing agency or other persons who are
subject to regulation by the Commission, or where the facts relating to
a particular employment would create an appearance of impropriety,
because the employment is directly or indirectly related to the
issuance, sale, purchase or investment of securities;
(ii) Legal, accounting, or engineering work for compensation
involving matters in which the Federal government may be significantly
interested;
(iii) Acceptance of a fee, compensation, gift, payment of expense,
or any other thing of monetary value in circumstances in which
acceptance may result in or create the appearance of conflicts of
interest;
(iv) Outside employment or activity which impairs the employee's
mental or physical capacity to perform his or her Commission duties and
responsibilities in an acceptable manner;
(2) For the purposes of this paragraph (b), the private employment
of an employee's spouse, or other member of his or her immediate
household with any securities exchange, association of securities
dealers, or other self-regulatory organization either registered under
the Securities Exchange Act of 1934 or otherwise involved in the
securities industry, any registered broker, dealer, registered municipal
securities dealer, public utility holding company, investment company,
investment adviser, securities information processor, transfer agent,
clearing agency or other persons who are subject to regulation by the
Commission, or where the particular employment is directly related to
the issuance, sale, purchase or investment of securities is deemed to be
incompatible with the employee's
[[Page 116]]
concurrent employment by the Commission if the duties and activities
incident to such employment relate directly to the official activities
of the Commission employee, except as determined otherwise by the
Commission in a specific case.
(i) Member of his or her immediate household is defined for the
purposes of this paragraph as a resident of the employee's household who
is related to the employee by blood or marriage.
(3) No employee shall accept or perform outside employment
prohibited by law, regulations of the Office of Personnel Management or
the rules in this subpart.
(4) No employee shall receive any salary or anything of monetary
value from a private source as compensation for his or her services to
the Government (18 U.S.C. 209), except as otherwise provided by law.
(5) The Commission encourages employees to engage in teaching,
lecturing, and writing activities with or without compensation. \9\ In
participating in such activities, employees should be guided by the
following:
---------------------------------------------------------------------------
\9\ As to employees, while the receipt of honoraria is discouraged
(See 17 CFR 200.735-4(b)(7)), that rule is not applicable to the receipt
of compensation for teaching.
---------------------------------------------------------------------------
(i) No teaching, lecturing, or writing should be engaged in if
prohibited by law, Executive order, Office of Personnel Management
regulations, or the rules in this subpart.
(ii) No teaching, lecturing, or writing should be engaged in
(including for the purpose of the special preparation of a person or
class of persons for an examination of the Office of Personnel
Management or Board of Examiners for the Foreign Service) that depends
on information filed with the Commission, or obtained by the Commission
in an investigation or otherwise, or generated within the Commission
which is nonpublic, unless the Commission gives formal approval for the
use of such nonpublic information on the basis that the use thereof is
in the public interest.\10\
---------------------------------------------------------------------------
\10\ Since members of the Commission are covered by section 401(a)
of Executive Order 11222, they are prohibited by Civil Service
Regulations (5 CFR 735.203(c)) from receiving compensation or anything
of monetary value for any consultation, lecture, discussion, writing, or
appearance the subject matter of which is devoted substantially to the
responsibilities, programs, or operations of their agencies, or which
draws substantially on official data or ideas which have not become part
of the body of public information.
\11\ [Reserved]
---------------------------------------------------------------------------
(6)(i) Subject to the specific prohibition and requirements set
forth below, the Commission may accept payment or reimbursement in cash
or in kind, for travel and subsistence expenses actually incurred by
Commission members and employees, while on official duty status, in
connection with the participation of such members and employees in
conferences, proceedings, meetings, seminars, and educational programs
concerning the functions and responsibilities of the Commission and
related topics.
(ii)(A) The Commission shall accept no payment or reimbursement for
expenses described in paragraph (b)(6)(i) of this section from or in
connection with a conference sponsored by:
(1) A person directly required to file reports or registration
statements with the Commission, or
(2) A person directly or indirectly regulated by the Commission, or
(3) Any association or other group composed predominantly of persons
regulated by the Commission, Provided, however, That the Chairman may
authorize the Commission to accept payment or reimbursement from such a
group. In determining whether to authorize such payment or
reimbursement, the Chairman shall consider the benefits to the
Commission and the public of participation in the particular program and
the possibility of any appearance of impropriety.
(B) For purposes of this section, the phrase person regulated by the
Commission means all persons whose activities are directly regulated by,
or who are required to register with, the Commission, including but not
limited to, such persons as brokers or dealers in securities, national
securities exchanges, national securities associations, investment
companies, investment advisers, public utility holding companies, and
any self-regulatory organization, as that term is defined in section 3
of the
[[Page 117]]
Securities Exchange Act of 1934, 15 U.S.C. 78(c).
(iii)(A) Subordinate members of the staff who are invited to
participate in programs which offer payment or reimbursement meeting the
criteria of paragraph (b)(6)(i) of this section must, prior to
participation, obtain the written approval of their Division Director,
Office Head, or Regional Administrator to participate in the program and
the written approval of the Chairman, if paragraph (b)(6)(ii)(A)(3) of
this section applies. If paragraph (b)(6)(ii)(A)(3) of this section does
not apply, the Executive Director shall determine in writing whether the
Commission will accept the payment or reimbursement.
(1) In acting on requests to participate, Division Directors, Office
Heads, and Regional Administrators shall consider: (i) The benefit to
the Commission and the public of participation; (ii) the expertise of
the proposed participant; and (iii) the appropriate allocation of
resources.
(2) In determining whether the Commission shall accept payment or
reimbursement, the Executive Director shall consider the possibility of
any appearance of impropriety.
(B) Division Directors, Office Heads, and Regional Administrators
must, prior to participation, obtain the written approval of the
Chairman, if paragraph (b)(6)(ii)(A)(3) of this section applies. If
paragraph (b)(6)(ii)(A)(3) of this section does not apply, the Executive
Director shall determine, in writing, considering the possibility of any
appearance of impropriety, whether the Commission will accept the
payment or reimbursement. Division Directors, Office Heads, and Regional
Administrators shall make the determinations specified in paragraph
(b)(6)(iii)(A)(1) of this section as to their own participation.
(C) Except if paragraph (b)(6)(ii)(A)(3) of this section applies,
each Commissioner shall determine for himself or herself whether payment
or reimbursement for his or her expenses incident to participation in
programs meeting the criteria of paragraph (b)(6)(i) of this section
should be accepted by the Commission. Notice of each decision shall be
sent to the Executive Director.
(D) Whenever it is determined, pursuant to paragraphs (b)(6)(iii)
(A), (B), or (C) of this section that the Commission will accept a
particular payment or reimbursement, the Executive Director shall
forward notice of that decision to the Public Reference Room,
Washington, DC, for insertion in a public file.
(iv) Payment or reimbursement shall not be accepted for expenses
which are unreasonable or lavish.
(v) On a quarterly basis, the Commission shall publish in the SEC
Docket a compilation of payments and reimbursements accepted.
(vi) The Commission's acceptance from any person of payment or
reimbursement for the expenses of a spouse or traveling companion
accompanying a member or employee is prohibited. If a staff member
wishes to participate in a program which offers payment or reimbursement
meeting the criteria of paragraph (b)(6)(i) of this section and
acceptance would not be prohibited by paragraph (b)(6)(ii) of this
section, but is denied approval in accordance with paragraphs
(b)(6)(iii)(A) or (B) of this section, or wishes to accept reimbursement
for the travel expenses of his or her spouse or traveling companion, the
staff member may participate in the program and accept such
reimbursement personally, Provided, That:
(A) No reimbursement for travel expenses may be accepted from a
person who does, or is seeking to do, business with the Commission, is
regulated directly or indirectly by the Commission, is registered with
the Commission, or has interests which may be substantially affected by
the official's performance or non-performance of his or her official
duties.
(B) No reimbursement may be accepted for the travel expenses of an
employee's spouse or traveling companion unless the prior written
approval of the General Counsel is obtained. Under appropriate
circumstances, such as programs where participants are expected to
engage in social activities, the General Counsel may approve acceptance
upon written application.
(C) A copy of the General Counsel's approval and notice of the
amount of payment or reimbursement accepted from the sponsor must be
sent to the
[[Page 118]]
Executive Director for inclusion in the public file in accordance with
paragraph (b)(6)(iii)(D) of this section.
(D) Such staff member's participation and travel occur only while on
annual leave, approved in accord with regular leave procedures. Note 7
CFR 200.735-4(e)(2)(ii).
(vii) Members or employees who are participating in a program
meeting the criteria of paragraph (b)(6)(i) of this section, which is
sponsored by a person determined by the Secretary of the Treasury to be
a tax-exempt organization pursuant to 26 U.S.C. 501(c)(3), and for which
reimbursement for the member's or employee's participation will be
accepted by the Commission, may, while on official duty, accept from the
sponsoring entity bona fide reimbursement for actual expenses for travel
and necessary subsistence for a spouse or traveling companion Provided
that the procedures detailed in paragraphs (d)(6)(vi) (A)-(C) of this
section are followed.
(7) The provisions of this paragraph (b) and Sec. 200.735-3(b)(2) do
not preclude a member or employee from:
(i) Participation in the activities of national or State political
parties not proscribed by law;
(ii) Participation in the affairs of, or acceptance of an award for
a meritorious public contribution or achievement given by, a charitable,
religious, professional, social, fraternal, nonprofit educational,
recreational, public service, or civic organization.
(8)(i) As a matter of general policy, the Commission discourages the
acceptance of honoraria or similar fees and payments which are given for
publications, speeches or lectures based on the official duties of the
employee. In accord with this policy, no member or employee may accept
such an honorarium unless written approval is obtained in advance from
the Commission's General Counsel, subject to the general review of the
Commission. Requests for such approval should be submitted to the
General Counsel in writing and should include a statement in support of
the request.
(ii) Honoraria which are most likely to be deemed acceptable are
those which appear to be remuneration for teaching. An employee may not,
under any circumstances, accept an honorarium from any person from whom
reimbursement for travel expenses is prohibited by paragraph (b)(6)(ii)
of this section. In any event an employee may not accept an excessive
honorarium as described in 2 U.S.C. 441(i). This section does not
preclude the acceptance of a modest gift for participation as a speaker,
as provided in Rule 3.
(c) No employee shall appear in court or on a brief in a
representative capacity (with or without compensation) or otherwise
accept or perform legal, accounting, engineering, or similar
professional work, unless specifically authorized to do so by the
Commission. Acceptance of a forwarding fee shall be deemed to be within
the foregoing prohibition. As a matter of general policy, outside or
private professional work or practice by the staff is discouraged and
only in unusual cases or circumstances will it be authorized. However,
the Commission encourages its employees, in off-duty hours and
consistent with official responsibilities, to participate, without
compensation, in programs to provide legal or other appropriate
assistance and representation to indigents.12 Such
participation may include limited appearances in court and on briefs
when required in connection with such programs. However, such
participation may not involve any activities which are prohibited by
law, Executive orders, Office of Personnel Management regulations, or
this subpart M.13 For example, 18 U.S.C. 205
[[Page 119]]
prohibits a Federal employee from appearing in court in a matter in
which the United States has an interest (other than on behalf of the
United States), without regard to compensation.
---------------------------------------------------------------------------
12 As a matter of policy, the Commission encourages
members of its staff to participate in matters involving improvement to
their communities and service to indigent persons, provided that the
necessary approval is obtained in advance. However, in no case will
approval be given to participate in matters involving securities.
13 Attention is called to Title 18, United States Code,
sections 201 through 209 which provide, among other things, that Federal
employees are prohibited from acting as agent or attorney in prosecuting
any claim against the United States or from aiding and assisting in any
way, except as otherwise permitted in the discharge of official duties,
in the prosecution or support of any such claim, or from receiving any
gratuity, or any share of an interest in any claim from any claimant
against the United States; and from directly or indirectly receiving or
agreeing to receive any compensation whatever for services rendered or
to be rendered to any persons in relation to any matter in which the
United States is a party or directly or indirectly interested. 18 U.S.C.
205 contains an exception from the foregoing restrictions for acting as
agent or attorney, without compensation, for government employees who
are the subject of disciplinary, loyalty or other personnel-type
proceedings, in connection with these proceedings.
---------------------------------------------------------------------------
(1) The provisions of this paragraph (c) and Sec. 200.735-3(b)(2) do
not preclude an employee from:
(i) Acting without compensation as agent or attorney (A) for a
Commission employee who is sued or is under investigation in connection
with his or her official duties; (B) for any Commission employee who is
the subject of disciplinary, loyalty or other personnel administrative
proceedings in connection with those proceedings; or (C) for any
Commission employee who raises claims or against whom allegations of
wrongdoing are made pursuant to the Commission's Equal Opportunity
regulations, if such representation is not inconsistent with the
faithful performance of the employee's duties.14
---------------------------------------------------------------------------
14 This is adapted from the provision in 18 U.S.C. 205 and
expresses the Commission's general policy which favors the
representation of fellow employees without compensation. However, it may
be necessary to look to other regulations for specific provisions
regarding such representation.
---------------------------------------------------------------------------
(2) [Reserved]
(d) No member or employee shall hold office in or be a director of
any company which has public security holders, except not for profit
corporations, savings and loan associations, and similar institutions,
whose securities are exempted under section 3(a)(4) or 3(a)(5) of the
Securities Act of 1933 (15 U.S.C. 77c(a)(4), 77c(a)(5)).
(e)(1) As paragraph (b)(5) of this section indicates, the Commission
encourages employees to engage in teaching, lecturing and writing
activities.15 It is understood, however, that Commission
employees in their teaching, writing and lecturing shall not
---------------------------------------------------------------------------
15 This paragraph (e), requiring review of prepared
speeches or writings relating to the Commission, does not apply to
teaching activities.
---------------------------------------------------------------------------
(i) Use confidential or nonpublic information;
(ii) Make comments on pending litigation in which the Commission is
participating as a party or amicus curiae; or
(iii) Make comments on rulemaking proceedings pending before the
Commission which would adversely affect the operations of the
Commission.
(2) To assist employees in conforming to these requirements the
following procedure for reviewing writings prior to publication, or
prepared speeches prior to delivery, has been established:
(i) Employees must submit proposed publications or prepared speeches
relating to the Commission, or the statutes or rules it administers, to
the General Counsel for review. Employees will be notified as promptly
as possible, with due regard to publication deadlines, but in any event
within 30 days of receipt of the written document, whether such document
conforms to the requirements of this Rule.
(ii) A determination by the General Counsel that a proposed
publication conforms to the requirements of the rule will not involve
adoption of, or concurrence in, the views expressed. Therefore, such
publication or speech shall include at an appropriate place or by way of
footnote, or otherwise, the following disclaimer of responsibility:
The Securities and Exchange Commission, as a matter of policy,
disclaims responsibility for any private publication or statement by any
of its employees. The views expressed herein are those of the author and
do not necessarily reflect the views of the Commission or of the
author's colleagues upon the staff of the Commission.
In appropriate cases, the above disclaimer may be modified by the
General Counsel or the Commission to reflect the circumstances of an
individual case. In addition, any publication or speech which reflects
positions taken by the Commission shall set forth those positions
accurately and, if it contains differences with Commission positions, it
shall clearly state that such positions are those of the employee.
[[Page 120]]
(f) An employee who intends to accept or perform any outside or
private employment or professional work shall obtain necessary
authorization in advance of such acceptance or performance. A request
for such authorization shall be submitted to the Division Director,
Office Head or Regional Administrator concerned, together with all
pertinent facts regarding the proposed employment, such as the name of
the employer, the nature of the work to be performed, its estimated
duration, and the fee or compensation to be received. Division
Directors, Office Heads and Regional Administrators have been delegated
the authority to approve routine requests for outside employment. The
approving official shall forward to the Director of Personnel a copy of
each request showing the date of approval. Requests of a non-routine
nature should be forwarded to the Director of Personnel.
(g) The Director of Personnel, or his designee, is authorized to
approve or disapprove requests for outside or private employment under
this rule, except as to those cases which, in his judgment, should be
considered and decided by the Commission. An employee may appeal a
disapproved request to the Commission. The written appeal, submitted
through the Director of Personnel, shall give reasons why the proposed
outside or private employment is consistent with this rule. The Director
of Personnel may not approve proposed outside or private employment
which is absolutely prohibited by these rules. The Commission may, in a
particular case, approve such employment.16
---------------------------------------------------------------------------
16 The Commission does not favor the granting of waivers from
the provision of this subsection.
---------------------------------------------------------------------------
(Pub. L. 98-38)
[45 FR 36064, May 29, 1980; 45 FR 40975, June 17, 1980; 48 FR 39216,
Aug. 30, 1983; 50 FR 45603, Nov. 1, 1985]
Sec. 200.735-5 Securities transactions.
(a)(1) This section applies to all transactions effected by or on
behalf of a member or employee. This includes transactions for the
accounts of other persons effected by the member or employee, directly
or indirectly, under a power of attorney or otherwise. In addition, a
member or employee is considered to have sufficient interest in the
securities transactions of his or her spouse or unemancipated minor
child or other member of his or her immediate household so that
transactions effected by or on behalf of such persons must be reported
and are subject to all the terms of this section.
(i) Except, this section shall not apply to securities transactions
of a legally separated spouse living apart from the member or employee,
including transactions for the benefit of a minor child, if the member
or employee has no power to control and does not, in fact, advise or
control with regard to such transactions. If the member or employee has
knowledge of securities held by a separated spouse or for the benefit of
a minor child, the disqualification provisions of Rule 6, 17 CFR
200.735-6, and 18 U.S.C. 208 are applicable.
(ii) For purposes of this section member of his or her immediate
household means a resident of the member's or employee's household who
is related to the employee by blood or marriage or who is in the legal
care and/or custody of the employee by reason of adoption, prospective
adoption or guardianship.
(2) Members and employees are prohibited from recommending or
suggesting the purchase or sale of securities:
(i) Based on non-public information gained in the course of
employment; or
(ii) Which a member or employee could not purchase because of the
restrictions of this rule, in any circumstance in which the member or
employee could reasonably expect to benefit from the recommendation, or
to anyone over whom the member or employee has or may have control or
substantial influence.
(b)(1) No member or employee shall effect or cause to be effected
any transaction in a security except for bona fide investment purposes.
Therefore, all securities purchased by a member or employee must be held
for a minimum of six months. Except, this holding period is not
applicable to
(i) Securities sold for less than the purchase price pursuant to a
stop-loss order entered at the time of purchase
[[Page 121]]
and submitted to the Office of Personnel with the report of purchase;
(ii) Money market fund shares; \17\
---------------------------------------------------------------------------
\17\ For purposes of this rule a money market fund is defined as an
open end investment company whose investment policy calls for investment
of at least 80% of its assets in debt securities maturing in 13 months
or less.
---------------------------------------------------------------------------
(iii) Securities purchased by a member or employee prior to entrance
on duty with the Commission;
(iv) Debt securities with an initial term of less than six months
which are held to term;
(v) Shares of a unit investment trust having a term of less than six
months; or
(vi) The transferring of funds within a family of registered
investment companies.
(2) For purposes of this provision a family means any two or more
registered investment companies which share the same investment adviser
or principal underwriter and hold themselves out to investors as related
companies for purposes of investment and investor services.
(c) No member or employee shall effect any purchase or sale of an
option, future contract, or option on a future contract involving a
security or group of securities.
(d) No member or employee shall
(1) Carry securities on margin;
(2) Borrow funds or securities, with or without collateral, for the
purpose of purchasing or carrying securities with the proceeds, unless
the prior approval of the Commission has been secured; or
(3) Sell a security which he or she does not own, or consummate a
sale by the delivery of a security borrowed by or for such member's or
employee's account.
(e)(1) Except as provided in this paragraph (e) or paragraph (f)
below, members and employees are prohibited from purchasing or selling
any security which is the subject of a registration statement filed
under the Security Exchange Act of 1934 (15 U.S.C. 78a et seq.), the
Securities Act of 1933 (15 U.S.C. 77a et seq.), or a letter of
notification filed under Regulation A, or any security of the same
issuer while such a registration statement or letter of notification is
pending or during the first 60 days after its effective date. This
prohibition shall not apply to:
(i) A security which is the subject of a pending registration
statement filed on Forms S-2, S-3, S-8, F-2, F-3, 8-A, or 8-B; or
(ii) Offerings, except initial public offerings, of shares by an
investment company, other than a closed-end investment company, or to
offerings by a registered separate account (as defined in section
1(a)(37) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(37))
which become effective pursuant to 17 CFR 230.485(b).
(2) Securities of a unit investment trust whose registration
statements become effective pursuant to 17 CFR 230.487 may be purchased
immediately upon effectiveness of the registration statement.
(3) Securities which are registered for delayed distribution
pursuant to 17 CFR 230.415 may be purchased 60 days after the
registration becomes effective. The subsequent filing of a pricing
amendment or sticker does not revive the prohibition on purchase.
(f) A member or employee may sell a security which is referred to in
paragraph (e) of this section only if:
(1) The member or employee certifies that he or she has no
information which is not publicly available concerning or relating to
the issuer; and
(2) The employee's Division Director, Office Head or Regional
Administrator certifies that the employee has not participated in the
registration processing. Members, Division Directors, Office Heads, and
Regional Administrators are required to submit such certification on
their own behalf to the Director of the Office of Personnel.
(g) No member or employee shall purchase any security which to his
or her knowledge is involved in any pending investigation by the
Commission, or in any proceeding before the Commission, or to which the
Commission is a party.
(h) No member or employee shall purchase any security of any company
which is in a receivership or bankruptcy proceeding in which the
Commission has filed a notice of appearance.
(i) No member or employee shall purchase securities of:
[[Page 122]]
(1) Any holding company registered under section 5 of the Public
Utility Holding Company Act of 1935 (15 U.S.C. 79e), or any subsidiary
thereof, or
(2) Any company, if its status under such Act, or the applicability
of any provision of the Act to it, is known by the employee to be under
consideration.
(j) The restrictions imposed in paragraphs (e), (g), (h), and (i) of
this section do not apply;
(1) To the exercise of a privilege to convert or exchange
securities;
(2) To the exercise of rights accruing unconditionally by virtue of
ownership of other securities (as distinguished from a contingent right
to acquire securities not subscribed for by others);
(3) To the acquisition and exercise of rights in order to round out
fractional shares;
(4) To the acceptance of stock dividends on securities already
owned; to the reinvestment, under a reinvestment program, of cash
dividends on a security already owned; or the participation in a
periodic investment plan for the purchase of a security when the
original purchase was consistent with the provisions of this rule; or
(5) Investments in funds established pursuant to the Federal
Employees Retirement System.
(k) Members and employees holding a Senior Executive Service
position in the Division of Investment Management or the Office of
Compliance Inspections and Examinations may make discretionary
investments in any investment company registered under the Investment
Company Act of 1940, 15 U.S.C. 80a et seq., provided that the registered
investment company is diversified pursuant to section 5(b)(1) of the
Investment Company Act of 1940, 15 U.S.C. 80a-5(b)(1). The Directors of
the Division of Investment Management and the Office of Compliance
Inspections and Examinations, in consultation with the Office of the
General Counsel, shall determine in writing whether Senior Executive
Service positions in their respective Division or Office whose duties do
not include fund matters also may invest in nondiversified registered
investment companies.
(l) No member or employee shall have a beneficial interest in any
broker, dealer or investment adviser through ownership of securities or
otherwise. However, if a corporation acquires or establishes a
subsidiary or affiliate subject to regulation by the Commission
(regulated entity),
(1) A member or employee may retain his or her existing holdings in
the corporation, provided the security was originally acquired in
compliance with the provisions of this rule or prior to entry on duty
with the Commission.
(2) Purchases of the corporation's shares will be permitted so long
as the regulated entity subsidiary or affiliate provides less than 10%
of the corporation's gross revenue. Except for reinvestment of cash
dividends, additional purchases are prohibited when the regulated entity
provides 10% or more of the corporation's gross revenues.
(3) A member or employee who owns shares in a corporation with a
regulated entity subsidiary or affiliate is disqualified from
participating in any matter including rulemaking which affects the
regulated entity unless the disqualification is waived in accordance
with the provisions of Rule 6, of this section, 17 CFR 200.735-6, and 18
U.S.C. 208(b).
(m)(1) Annually, in accordance with the procedures adopted by the
Director of Personnel, every member and employee shall furnish the
Director of Personnel with a complete list of all securities in which he
or she has an interest. Employees having no interests in securities and
required to so state.
(2) Except as provided in paragraphs (m)(3) and (m)(4) of this
section, members and employees shall report every acquisition or sale of
any security within five business days of the transaction date or date
confirmation is received. (Reports submitted by employees in field
offices must be placed in the mails within five business days of the
transaction date or date the confirmation is received for each
transaction.)
(3) After the initial purchase of shares in a mutual fund, employees
shall report holdings in that mutual fund only on the annual statement.
[[Page 123]]
(4) Changes in holdings, other than by purchase, which do not affect
disqualification, such as those resulting from the automatic
reinvestment of dividends, stock splits, stock dividends or
reclassifications, may be reported on the annual statement rather than
when notification of the transaction is received. But, the acquisition
of holdings by, for example, gifts, inheritance or spin-offs, which may
result in additional disqualifications pursuant to Rule 6 of this
section, 17 CFR 200.735-6, and 18 U.S.C. 208 shall be reported within
five days of the receipt of the notice of the change in holdings.
(n) At the time of taking the oath of office, or prior thereto if
requested by the Director of Personnel, a new member or employee shall
provide to the Office of Personnel, as requested, information relating
to--
(1) Securities owned by or held for the benefit of him or her, or
his or her spouse or unemancipated minor child, or a member of his or
her immediate household, or by any trust or estate of which he or she is
a trustee or other fiduciary or beneficiary, or by any person for whom
he or she effects transactions under a power of attorney or otherwise;
(2) Accounts with securities firms;
(3) Close relatives (i.e. children, parents, grandparents, siblings,
aunts, uncles, or like relations of a spouse), who are partners or
officers of securities firms, investment advisers, or registered public
utility holding companies or their affiliates;
(4) The holding of office in or being a director of any company
which has public security holders; and
(5) Such other information as may be required by the Director of
Personnel.
Employees are required to advise the Office of Personnel of changes in
the foregoing information within ten business days of the time the new
information is learned.
(o) Paragraphs (b), (m), and (n) of this section do not apply to
personal notes, individual real estate mortgages, securities issued by
the U.S. Government or its agencies, and securities issued by building
and loan associations or cooperatives.
(p) Any member or employee who is a trustee or other fiduciary or a
beneficiary of a trust or estate holding securities not exempted by
paragraph (o) of this section, shall report the existence and nature of
such trust or estate to the Director of Personnel. The transactions of
such trust or estate, which is not a qualified blind trust, shall be
subject to all the provisions of this section except if the member or
employee did not create the trust, is solely a beneficiary, has no power
to control, and does not in fact control or advise with respect to the
investments of the trust or estate, unless the Commission shall
otherwise direct in view of the circumstances of the particular case.
(q) The Director of Personnel, or his designee, is authorized to
require the disposition of securities acquired as a result of a
violation of the provisions of this section, whether unintentional or
not. Repeated violations shall be reported to the Commission for
appropriate action.
(r) Any member or employee who believes that the application of any
of the provisions of this rule will result in undue hardship in a
particular case may make a written application to the Commission
(through the Director of Personnel) setting out, in detail, the reasons
for that belief and requesting a waiver. However, as a matter of policy
the Commission favors a strict interpretation of the provisions of this
rule.
[53 FR 18553, May 24, 1988, as amended at 59 FR 43464, Aug. 24, 1994; 60
FR 52626, Oct. 10, 1995]
Sec. 200.735-6 Action in case of personal interest.
Any employee assigned to work on any application, filing or matter
of a company (a) in which he or she or his or her spouse or his or her
minor unemancipated child then owns any securities or has a personal
interest, including a continuing financial interest in a pension or
retirement plan, shared income, or other arrangement, as a result of any
current or prior employment or business or professional association; or
(b) with which he or she has been employed or associated in the past 5
years; or (c) which was a client of a firm with which he or she had been
associated, shall immediately advise his or her Division Director or
other
[[Page 124]]
Office Head or Regional Administrator of the fact. Division Directors,
Office Heads and Regional Administrators are authorized to direct the
reporting employee to continue with the assignment in question where
this appears in the interest of the Government, taking into account (1)
the prohibitions stated in Sec. 200.735-3(b) (7) and (8); (2) the
general desirability of avoiding situations that require a question of
conflict of interest to be resolved; (3) the extent to which the
employee's activities will be supervised; and (4) the difficulty of
assigning the matter to some other employee. Where the employee in
question is not relieved of the assignment, his or her written report
concerning the nature of his or her interest shall be forwarded to the
Director of Personnel with a notation that he or she has been directed
to continue the assignment, together with such explanation, if any, as
may seem appropriate. In the event that a Division Director, Office Head
or Regional Administrator deems that he or she has, himself or herself,
such a personal interest in an application, filing or matter of a
company as may raise a question as to his or her disinterestedness, he
or she may delegate his or her responsibility with regard thereto to a
subordinate, but in that event shall submit a brief memorandum of the
circumstances to the Director of Personnel.18
---------------------------------------------------------------------------
18 18 U.S.C. 208, provides among other things, that a member
or employee is prohibited from participating personally and
substantially in any matter in which to his knowledge, he, his spouse,
minor child, partner, organization in which he is serving as an officer,
director, trustee, partner or employee, or any person or organization
with whom he is negotiating or has any arrangement concerning
prospective employment, has a financial interest. This section (of the
Criminal Code) does not apply if the employee has received a written
determination made by an authorized official that the interest is not so
substantial as to be deemed likely to affect the integrity of the
employee's service. Note: Members of the Commission may follow the
procedural provision contained in Part V, Section 503 of the Executive
Order 11222.
[45 FR 36064, May 29, 1980; 45 FR 40975, June 17, 1980]
Sec. 200.735-7 Negotiation for employment.
(a) An employee may not negotiate employment with anyone outside the
Commission with whom he or she is personally transacting business in any
matter on behalf of the Commission or the United States, or while he or
she is immediately or personally engaged in representing the Commission
in any matter in which the prospective employer is a participant or
witness or counsel for such a person, whether or not such a person takes
a substantive position in an adversary proceeding in opposition to the
Commission's position.
(b) An employee who wishes to negotiate employment with another
Government agency at a time when he or she is representing the
Commission in a particular matter in which the other Government agency
is taking a position adverse to the Commission should disclose this
intention to his or her Division Director, Office Head or Regional
Administrator prior to taking any action.
(c) No employee shall undertake to act personally on behalf of the
Commission in any capacity in a matter 19 that, to his or her
knowledge, affects even indirectly any person or organization outside
the Commission with whom he or she is discussing or entertaining any
proposal for future employment, except pursuant to the direction of the
Commission, his or her Division Director, Office Head, or Regional
Administrator, as provided in Sec. 200.735-6. See footnote 18.
---------------------------------------------------------------------------
19 Employees should bear in mind that in this connection
the word matter is construed very broadly. See 200.735-8 and footnote
20, thereto, infra.
---------------------------------------------------------------------------
Sec. 200.735-8 Practice by former members and employees of the Commission.
(a)(1) No person shall appear in a representative capacity before
the Commission in a particular matter if such person, or one
participating with him or her in the particular matter, participated
personally and substantially in that matter while he or she was a
[[Page 125]]
member or employee of the Commission. \20\ As used in this rule, a
matter means a discrete and isolatable transaction or set of
transactions between identifiable parties. \21\
---------------------------------------------------------------------------
\20\ As used in this paragraph, a single investigation or formal
proceeding, or both if they are related, shall be presumed to constitute
a particular matter for at least 2 years irrespective of changes in the
issues. However, in cases of proceedings in which the issues change from
time to time, such as proceedings involving compliance with section 11
of the Public Utility Holding Company Act (15 U.S.C. 79k), this
paragraph shall not be construed as prohibiting appearance in such a
proceeding, more than two years after ceasing to be a member or employee
of the Commission, unless it appears to the Commission that there is
such an identity of particular issues or pertinent facts as to make it
likely that confidential information, derived while a member or employee
of the Commission, would have continuing relevance to the proceeding, so
as to make participation therein by the former member or employee of the
Commission unethical or prejudicial to the interests of the Commission.
\21\ This definition is taken from Formal Opinion 342 of the ABA
Ethics Committee. The opinion states that ``work as a government
employee in drafting, enforcing or interpreting government or agency
procedures, regulations or laws, or in briefing abstract principles of
law, does not disqualify the lawyer under DR9-101B (which states `a
lawyer shall not accept private employment in a matter in which he had
substantial responsibility while he was a public employee') from
subsequent private employment involving the same regulation procedures,
or points of law * * *.''
---------------------------------------------------------------------------
(2) No person who has been a member or employee shall, within 2
years after his or her employment has ceased, assist, by personal
presence, a person appearing in a representative capacity before the
Commission in any matter in which he or she participated personally and
substantially while a member or employee of the Commission at any time
within a period of 1 year prior to the termination of such
responsibility.
(3) No person who has been a member or an employee shall, within 2
years after his or her employment has ceased, appear in a representative
capacity before the Commission in any matter which was under his or her
official responsibility as a member or employee of the Commission at any
time within a period of 1 year prior to the termination of such
responsibility. The term official responsibility as defined in 18 U.S.C.
202 means the ``direct administrative or operating authority, whether
intermediate or final, and either exercisable alone or with others, and
either personally or through subordinates, to approve, disapprove, or
otherwise direct Government action.''
(4) No employee in a position which is designated by the Director of
the Office of Government Ethics shall, within one year after his or her
employment has ceased, appear in a representative capacity before the
Commission or communicate with the Commission or its employees with the
intent to influence. \22\ This restriction does not apply to members who
ceased employment before July 1, 1979, or to employees who ceased
employment prior to February 28, 1980.
---------------------------------------------------------------------------
\22\ This prohibition appears in the Ethics in Government Act of
1978. Pub. L. 95-521.
---------------------------------------------------------------------------
(b)(1) Any former member or employee of the Commission who, within 2
years after ceasing to be such, is employed or retained as the
representative of any person outside the Government in any matter in
which it is contemplated that he or she will appear before the
Commission, or communicate with the Commission or its employees, shall,
within ten days of such retainer or employment, or of the time when
appearance before, or communication with the Commission or its employees
is first contemplated, file with the Secretary of the Commission a
statement which includes:
(i) A description of the contemplated representation;
(ii) An affirmative representation that the former employee while on
the Commission's staff had neither personal and substantial
responsibility nor official responsibility for the matter which is the
subject of the representation; and
(iii) The name of the Commission Division or Office in which the
person had been employed.
(2) Employment of a recurrent character may be covered by a single
comprehensive statement. Each such statement should include an
appropriate
[[Page 126]]
caption indicating that it is filed pursuant to this section. The
reporting requirements of this paragraph do not apply to
(i) Communications incidental to court appearances in litigation
involving the Commission; and
(ii) Oral communications concerning ministerial or informational
matters or requests for oral advice not otherwise prohibited by
paragraph (a) of this section.
(c) As used in this section, the term appear before the commission
means physical presence before the Commission or its employees in either
a formal or informal setting or the conveyance of material in connection
with a formal appearance or application to the Commission. As used in
this section the term communication with intent to influence does not
encompass communications which are not for the purpose of influencing
the Commission or any of its employees or which, at the time of the
filings, are reasonably believed not to involve any potential
controversy. As used in this section, the term representative or
representative capacity shall include not only the usual type of
representation by an attorney, etc., but also representation of a
corporation in the capacity of an officer, director or controlling
stockholder thereof.
(d)(1) Partners or associates of any person disqualified from
appearing or practicing before the Commission in a particular matter by
paragraph (a)(1) of this section are also disqualified. Such partners or
associates (the firm) may request a waiver of this prohibition from the
Commission by writing a letter to the General Counsel of the commission
setting forth the facts of the proposed representation and the
individual's disqualification. In appropriate situations, a firm may
request a generic waiver with respect to a number of different matters.
Upon the advice of the Office of the General Counsel, the Commission, or
the General Counsel exercising delegated authority, will advise the
requestor of the Commission's response.
(2) Waivers ordinarily will be granted where the firm makes a
satisfactory representation that it has adopted screening measures which
will effectively isolate the individual lawyer disqualified under
paragraph (a)(1) of this section from participating in the particular
matter or matters and from sharing in any fees attributable to it. It
will be considered significant for purposes of this determination that:
(i) The firm had a pre-existing securities law practice prior to the
arrival of the disqualified attorney;
(ii) The matter was previously the subject of consideration by the
firm or the client was already advised by the firm;
(iii) In cases where the matter or client became the subject of
consideration by the firm subsequent to the firm's employment of the
lawyer individually disqualified, that the matter was not brought to the
firm because of the disqualified attorney.
(3) Notwithstanding the existence or non-existence of any of these
factors, no waiver will be issued if the proposed representation would
create a significant appearance of impropriety or would otherwise
adversely affect the interests of the government.23All
proceedings with respect to waivers shall be a matter of public record
except to the extent that such public disclosure might violate attorney-
client privilege or breach the attorney's obligation to preserve the
confidences and secrets of this or her clients, reveal the existence of
ongoing private investigations, interfere with law enforcement
proceedings, or otherwise be inconsistent with the public interest.
---------------------------------------------------------------------------
23 For example, no waiver will be granted if, during the
course of representing a client who has an interest with respect to a
matter before the Commission, a firm employs, or accepts as a partner, a
member of the staff or of the Commission who at any time during the
course of that representation had direct and substantial responsibility
for the same matter, and whose departure would result in a significant
adverse impact upon that matter at the Commission.
---------------------------------------------------------------------------
(e) Persons in doubt as to the applicability of any portion of this
section may apply for an advisory ruling of the Commission.24
---------------------------------------------------------------------------
24 Attention of former members and employees is directed to
Formal Opinion 342 of the Committee on Ethics of the American Bar
Association, 62 A.B.A.J. 517 (1975) and to 18 U.S.C. 207.
[45 FR 36064, May 29, 1980, as amended at 50 FR 23669, June 5, 1985]
[[Page 127]]
Sec. 200.735-9 Indebtedness.
(a) The Securities and Exchange Commission considers the
indebtedness of its members and employees to be essentially a matter of
their own concern and will not be placed in the position of acting as a
collection agency or of determining the validity or amount of contested
debts. Nevertheless, failure on the part of an employee without good
reason and in a proper and timely manner to honor debts acknowledged by
him or her to be valid, or reduced to judgment by a court, or to make or
to adhere to satisfactory arrangements for the settlement thereof, may
be a cause for disciplinary action. In this connection each member and
employee is expected to meet his or her responsibilities for payment of
Federal, State and local taxes. For purposes of this section, in a
proper and timely manner means in a manner which the agency determines
does not, under the circumstances, reflect adversely on the Government
as his or her employer.
(b) Compensation due members and employees is subject to garnishment
for child support and alimony obligations. (42 U.S.C. 659).
Sec. 200.735-10 Miscellaneous statutory provisions.
Each member and employee is responsible for acquainting himself or
herself with each statute that relates to his or her ethical and other
conduct as a member or employee of the Commission and of the Government,
including the statutory provisions listed below. Violations of any of
these statutes are deemed to be violations of the rules in this subpart
M as well.
(a) House Concurrent Resolution 175, 85th Congress, 2d Session, 72
Stat. B12, the ``Code of Ethics for Government Service.''
(b) Chapter 11 of title 18 U.S.C., relating to bribery, graft, and
conflicts of interest, as appropriate to the employees concerned.
(c) The prohibition against lobbying with appropriated funds (18
U.S.C. 1913).
(d) The prohibition against disloyalty and striking (5 U.S.C. 7311,
18 U.S.C. 1918).
(e) The prohibition against (1) the disclosure of classified
information (18 U.S.C. 798, 50 U.S.C. 783); and (2) disclosure of
confidential information (18 U.S.C. 1905).
(f) The provision relating to the habitual use of intoxicants to
excess (5 U.S.C. 7352).
(g) The prohibition against the misuse of a Government vehicle (31
U.S.C. 638a(c)).
(h) The prohibition against the misuse of the franking privilege (18
U.S.C. 1719).
(i) The prohibition against the use of deceit in an examination or
personnel action in connection with Government employment (18 U.S.C.
1917).
(j) The prohibition against fraud or false statements in a
Government matter (18 U.S.C. 1001).
(k) The prohibition against mutilating or destroying a public record
(18 U.S.C. 2071).
(l) The prohibition against counterfeiting and forging
transportation requests (18 U.S.C. 508).
(m) The prohibition against (1) embezzlement of Government money or
property (18 U.S.C. 641); (2) failing to account for public money (18
U.S.C. 643); and (3) embezzlement of the money or property of another
person in the possession of an employee by reason of his employment (18
U.S.C. 654).
(n) The prohibition against unauthorized use of documents relating
to claims from or by the Government (18 U.S.C. 285).
(o) The prohibition against political activities in subchapter III
of chapter 73 of title 5 U.S.C. and 18 U.S.C. 602, 603, 607, and 608.
(p) The prohibition against an employee acting as the agent of a
foreign principal registered under the Foreign Agents Registration Act
(18 U.S.C. 219).
Sec. 200.735-11 Statement of employment and financial interests.
(a) Members and employees in the Senior Executive Service or Grades
GS-16 through GS-18 are required to file a financial disclosure report
as provided by title II of the Ethics in Government Act of 1978, Pub. L.
95-521.
[[Page 128]]
Members and such employees need not also file the statement of
employment and financial interests required by the following provisions.
(b) Prior to the time of entry on duty, or upon designation to a
position set forth in paragraph (c) of this section, such employee shall
submit to the Director of Personnel a statement, on the official form
made available for this purpose through the Office of Personnel, setting
forth the following information:25
---------------------------------------------------------------------------
25 In addition to the information required by this Rule, all
employees are required by Rule 5 to file annually with the Director of
Personnel a listing of their securities holdings.
---------------------------------------------------------------------------
(1) A list of the names of all corporations, companies, firms, or
other business enterprises, partnerships, nonprofit organizations, and
educational or other institutions with or in which the employee, his or
her spouse, unemancipated minor child or other member of his or her
immediate household has--
(i) Any connection as an employee, officer, owner, director, member,
trustee, partner, adviser or consultant; or
(ii) Any continuing financial interest, through a pension or
retirement plan, shared income, or other arrangement as a result of any
current or prior employment or business or professional association.
(iii) Any financial interest through the ownership of stock, stock
options, bonds, securities, or other arrangements including trusts.
(2) A list of the names of the employee's creditors and the
creditors of his or her spouse, unemancipated minor child or other
member of his or her immediate household, other than those creditors to
whom any such person may be indebted by reason of a mortgage on property
which he or she occupies as a personal residence, or to whom such person
may be indebted for current and ordinary household and living expenses
such as those incurred for household furnishings, vacations, an
automobile, education, or the like.
(3) A list of the employee's interests and those of his or her
spouse, unemancipated minor child, or other member of his or her
immediate household in real property or rights in lands, other than
property which he or she occupies as a personal residence.
(4) For the purpose of this section, member of his or her immediate
household means a resident of the employee's household who is related to
the employee by blood or marriage.
(5) In the instance where a spouse is not a member of the employee's
immediate household, and the employee certifies he or she neither
derives nor expects to derive any economic benefit from the holdings of
the spouse, the Director of Personnel may waive the requirement of
reporting the interests of such spouse.
(c) Except as to employees noted in paragraph (a) of this section,
statements of employment and financial interests are required of the
following:
(1) All employees in grade GS-15.
(2) Incumbents of the following positions, regardless of grade:
(i) Executive Staff. (A) Legal Assistants to the Chairman and to
each Commissioner; (B) Special Counsels to the Chairman.
(ii) Employees serving under SEC Fellowship Programs.
(iii) All employees engaged in any aspect of Government contracting
or procurement activities.
(iv) Division, Office, Directorate
(A) Directors
(B) Deputies
(C) Associates
(D) Assistants
(E) Chief Counsels
(v) Regional Offices
(A) Administrators
(B) Associate Administrators
(C) Assistant Administrators
(D) Attorneys-in-Charge of Branch Offices
(E) Chief Enforcement Attorneys
(d) Changes in, or additions to, the information contained in an
employee's statement of employment and financial interests shall be
reported in a supplementary statement as of May 15 of each year. If no
changes or additions occur, a negative report is required.
Notwithstanding the filing of the annual report required by this
paragraph, each employee shall at all times avoid acquiring a financial
interest that could result, or taking an action that would result, in a
violation of the conflict-of-interest provisions of section
[[Page 129]]
208 of title 18 U.S.C., or of this Conduct Regulation.
(e) If any information required to be included on a statement of
employment and financial interest or supplementary statement, including
holdings placed in trust, is not known to the employee but is known to
another person, the employee shall request that other person to submit
information in his or her behalf.
(f) Paragraph (c) of this section does not require an employee to
submit any information relating to his or her connection with, or
interest in, a non-profit educational, charitable, religious,
professional, social, fraternal, recreational, public service, civic, or
political organization, or a similar organization not conducted as a
business enterprise. For the purpose of this section, educational and
other institutions doing research and development or related work
involving grants of money from or contracts with the Government are
deemed business enterprises and are required to be included in an
employee's statement of employment and financial interests.
(g) Statements of employment and financial interests filed pursuant
to paragraph (c) of this section shall be sent to the Director of
Personnel in a sealed envelope marked ``Confidential Employment and
Financial Interests.'' They shall be maintained in a confidential file.
Only those officials of the Commission whose participation is necessary
for the carrying out of the purpose of this Conduct Regulation may have
access to such statements and no information may be disclosed from them
except as the Commission or the Office of Personnel Management may
determine for good cause shown.
(h) In accordance with the requirements of the Ethics in Government
Act of 1978, Pub. L. 95-521, the Director of Personnel or the Assistant
Director of Personnel shall review the financial disclosure reports
filed pursuant to that Act.
(i) The Director of Personnel or the Assistant Director of Personnel
shall examine the statements of employment and financial interests filed
pursuant to paragraph (c) of this section to determine whether conflicts
of interest or apparent conflicts of interest on the part of employees
exist. An employee shall be afforded the opportunity to explain any
conflict or appearance of conflict. When the Director or Assistant
Director of Personnel, in consultation with appropriate superiors of the
employee involved, is unable to resolve a conflict or appearance of
conflict, he or she shall report the matter to the Commission through
the Counselor for the Commission designated under Sec. 200.735-15(a).
(j) The Counselor for the Commission shall examine statements filed
by the Director of Personnel and the Assistant Director of Personnel.
(k) Except as otherwise provided in paragraph (a) of this section
the statement of employment and financial interests and supplementary
statements required of employees are in addition to, and not in
substitution for, or in derogation of, any similar requirement imposed
by law, order or regulation. The submission of a statement by an
employee does not permit him or her or any other person to participate
in a matter in which his or her or the other person's participation is
prohibited by law, order or regulation.
(l) An employee has the right to ask for a review through the
Commission's grievance procedure outlined in section 771, Part II,
Manual of Administrative Regulations, of a complaint that his or her
position has been improperly included under the provisions of this
section as one requiring the submission of a statement of employment and
financial interests.
[45 FR 36064, May 29, 1980; 45 FR 40975, June 17, 1980]
Sec. 200.735-12 Special Government employees.
(a) Special Government employee means a person defined in section 18
U.S.C. 202 as a special Government employee. All of the provisions of
this Conduct Regulation are applicable to special Government employees,
except that in specific appropriate cases the Commission may exempt such
employees from, or modify the applicability of, any portion of any
provision of the Conduct Regulation.
[[Page 130]]
(b) In no event will the Commission waive a provision of the Conduct
Regulation which would permit a special Government employee to:
(1) Use his or her Government employment for a purpose that is, or
gives the appearance of being, motivated by the desire for private gain
for himself or another person, particularly one with whom he or she has
family, business, or financial ties.
(2) Use inside information obtained as a result of his or her
Government employment for private gain for himself or herself or another
person either by direct action on his or her part or by counsel,
recommendation, or suggestion to another person, particularly one with
whom he or she has family, business, or financial ties. For purposes of
this paragraph, inside information means information obtained under
Government authority which has not become part of the body of public
information.
(3) Use his or her Government employment to coerce, or give the
appearance of coercing, a person to provide financial benefit to himself
or herself or another person, particularly one with whom he or she has
family, business, or financial ties.
(4) Receive or solicit from a person having business with the
Commission anything of value as a gift, gratuity, loan, entertainment,
or favor for himself or herself or another person, particularly one with
whom he or she has family, business or financial ties.
(c) Prior to entrance on duty, each special Government employee
shall submit to the Director of Personnel a statement of employment and
financial interests which contains such information as the Director of
Personnel determines is relevant in the light of the duties the special
Government employee is to perform and, if appropriate, the financial
disclosure report as provided by title II of the Ethics in Government
Act of 1978, Pub. L. 95-521. It shall be kept current throughout the
period of employment by the filing of supplementary statements in
accordance with the requirements of Sec. 200.735-11(d). Statements shall
be on the official form made available for this purpose through the
Office of Personnel.
(d) The Commission may waive the requirement of paragraph (c) of
this section in the case of a special Government employee who is not a
consultant or an expert, as those terms are defined in chapter 304 of
the Federal Personnel Manual (5 CFR 735.304), if the duties of the
position are determined to be at a level of responsibility which does
not require the submission of such statement to protect the integrity of
the Commission.
Sec. 200.735-13 Disciplinary and other remedial action.
(a) Knowing participation in a violation of this subpart by persons
not within the scope of the foregoing rules in this subpart shall
likewise be deemed improper conduct and in contravention of Commission
rules. Departure from any of the rules in this subpart by employees or
special Government employees without specific approval may be cause for
appropriate remedial and/or disciplinary action or, in the case of
former members, employees, and special Government employees, for
disqualification from appearing and practicing before the Commission,
which may be in addition to any penalty prescribed by law.
(b) When there has been a departure from any of the rules of this
subpart without specific approval or when a conflict of interest or an
apparent conflict of interest on the part of an employee or special
Government employee arises, the Director of Personnel may order
immediate action to end such conflict or appearance of conflict of
interest. Remedial action may include, but is not limited to (1) changes
in assigned duties; (2) divestment by the employee or special Government
employee of his conflicting interest; (3) disciplinary action; or (4)
disqualification for a particular assignment. Remedial action, whether
disciplinary or otherwise, shall be effected in accordance with any
applicable laws, Executive Orders, and regulations. The Director of
Personnel may refer any recommended action to the Commission. The
employee may obtain review by the Commission of any action ordered
[[Page 131]]
to be taken by the Director of Personnel. During the period of review,
unless otherwise directed by the Commission, the action ordered by the
Director of Personnel is stayed.
(c) Former members or employees who violate the post-employment
restriction provisions of 18 U.S.C. 207(a), (b) or (c), which parallel
the provisions of Rule 8(a), supra, will be subject to an administrative
enforcement proceeding as set forth in Rule 102(e) of the Commission's
Rules of Practice, Sec. 201.102(e) of this chapter, except that, when
proceedings are brought to determine if violations of post-employment
restrictions have occurred, denial of the privilege of appearing and
practicing before the Commission will be based on a finding of violation
of the provisions of Rule 8(a) and 18 U.S.C. 207 (a), (b) and (c).
Procedures applicable to such administrative proceedings are to be found
in the Commission's Rules of Practice, 17 CFR 201.100 et seq.
[45 FR 36064, May 29, 1980, as amended at 60 FR 32795, June 23, 1995]
Sec. 200.735-14 Employees on leave of absence.
The provisions of the rules in this subpart relative to employees of
the Commission are applicable to employees on a leave with pay or a
leave without pay status other than extended military service.
Sec. 200.735-15 Interpretive and advisory service.
(a) The General Counsel shall be designated Counselor for the
Commission and shall serve as the Commission's delegate to the Office of
Personnel Management on matters covered by the rules in this subpart.
The General Counsel shall be responsible for coordinating the
Commission's counseling services provided under this section and for
assuring that counseling and interpretations on questions of conflicts
of interest and other matters covered by the rules in this subpart are
available to all members and employees.
(b) There shall be designated as Deputy Counselors the Director of
Personnel, the Administrator of each regional office, and the person in
charge of each branch office. The General Counsel or his or her designee
shall provide guidance to the Deputy Counselors for the purpose of
achieving uniform interpretations of this subpart.
(c) A member, employee, or former member or employee may obtain
advice or guidance on the application of the rules in this subpart from
any Deputy Counselor or the General Counsel. In addition, any former
member or employee seeking advice or an interpretation relating to the
Ethics in Government Act shall submit his or her request to the General
Counsel.
(d) The General Counsel and Deputy Counselors will treat information
they receive pursuant to requests for advice or guidance under this Rule
on a confidential basis, except that information they receive indicating
a possible past violation of any provision of this Conduct Regulation or
of the law will be brought to the attention of appropriate persons.
(e) The Director of Personnel shall furnish a copy of this Conduct
Regulation (subpart M) to each member, employee and special Government
employee immediately upon his or her entrance on duty and shall
thereafter, annually, and at such other times as circumstances warrant,
bring to the attention of each member, employee and special Government
employee this Conduct Regulation (subpart M) and all revisions thereof.
(f) The Director of Personnel shall notify each member, employee and
special Government employee at the time of entrance on duty, and from
time to time thereafter, of the availability of counseling services and
of how and where these services are available.
Sec. 200.735-16 Delegation.
Any official responsibility assigned to a person in a particular
position pursuant to this subpart may be delegated by such person to any
other person.
Sec. 200.735-17 Administration of the conduct regulation.
Under the general direction of the Executive Director, the Director
of Personnel is responsible for the day-to-day administration of this
conduct regulation except where otherwise provided.
[[Page 132]]
Sec. 200.735-18 Requests for waivers.
Unless a different procedure is specifically prescribed in a rule of
this part, an employee may submit a request for a waiver, modification
or postponement of a requirement included in this part to the Chairman.
Such waiver, modification or postponement may be granted if it is
determined by the Chairman that such waiver, modification of
postponement would not adversely affect the interest of the Commission
or the United States. Any such waiver, modification or postponement
granted by the Chairman shall be made available to the public. The
Chairman may submit any request made pursuant to this rule to the
Commission for its consideration. Any Commission action on such request
shall be made public only in the discretion of the Commission.
Requirements included in this part which implement any provision of
Federal law, regulation or Executive Order generally applicable to the
Executive Branch shall not be waived under this provision.
Subpart N--Commission Information Collection Requirements Under the
Paperwork Reduction Act: OMB Control Numbers and Expiration Dates
Authority: (44 U.S.C. 3507(f); secs. 6, 7, 8, 10, 19(a), 48 Stat.
78, 79, 81, 85; secs. 205, 209, 48 Stat. 906, 908; sec. 301, 54 Stat.
857; sec. 8, 68 Stat. 685; sec. 308(a)(2), 90 Stat. 57; secs. 3(b), 12,
13, 14, 15(d), 23(a), 48 Stat. 882, 892, 894, 895, 901; secs. 203(a), 1,
3, 8, 49 Stat. 704, 1375, 1377, 1379; sec. 202, 68 Stat. 686; secs. 4,
5, 6(d), 78 Stat. 569, 570-574; secs. 1, 2, 3, 82 Stat. 454, 455; secs.
28(c), 1, 2, 3, 4, 5, 84 Stat. 1435, 1497; sec. 105(b), 88 Stat. 1503;
secs. 8, 9, 10, 89 Stat. 117, 118, 119; sec. 308(b), 90 Stat 57; sec.
18, 89 Stat. 155; secs. 202, 203, 204, 91 Stat. 1494, 1498-1500; sec.
20(a), 49 Stat. 833; sec. 319, 53 Stat. 1173; sec. 38, 54 Stat. 841; 15
U.S.C. 77f, 77g, 77h, 77j, 77s(a), 78c(b), 78l, 78m, 78n, 78o(d),
78w(a), 79t(a), 77sss(a), 80a-37)
Sec. 200.800 OMB control numbers assigned pursuant to the Paperwork Reduction Act.
(a) Purpose. This subpart collects and displays the control numbers
and expiration dates assigned to information collection requirements of
the Commission by the Office of Management and Budget pursuant to the
Paperwork Reduction Act of 1980, Pub. L. 96-511. The Commission intends
that this subpart comply with the requirements of section 3507(f) of the
Paperwork Reduction Act, which requires that agencies display a current
control number assigned by the Director of the Office of Management and
Budget (OMB) for each agency information collection requirement. In
particular, this subpart displays current OMB control numbers and
expiration dates of those information collection requirements of the
Commission which are rules and regulations and codified in 17 CFR either
in full text or incorporated by reference with the approval of the
Director of the Office of the Federal Register. Where the information
collection requirement also exists as a separate document, as, for
example, an information collection requirement which the Commission
incorporates by reference in 17 CFR, the Commission, of course, will
display on the separate document as well the current OMB control number
and the expiration date as required by section 3507(f). Henceforth, the
Commission will publish in the Federal Register only additions,
deletions and corrections to particular control numbers and expiration
dates contained in this subpart.
(b) Display.
----------------------------------------------------------------------------------------------------------------
Current
17 CFR part or section where OMB
Information collection requirement identified and described control Expiration date
No.
----------------------------------------------------------------------------------------------------------------
Regulation S-X........................... Part 210.................... 3235-0009 Jan. 31, 1992.
Regulation S-K........................... Part 229.................... 3235-0071 June 30, 1991.
Rule 236................................. Sec. 230.236............... 3235-0095 Mar. 31, 1990.
Regulation A............................. Secs. 230.251 through 3235-0286 Jan. 31, 1992.
230.264.
Regulation B............................. Secs. 230.300 through 3235-0093 Mar. 31, 1990.
230.345.
Regulation C............................. Secs. 230.400 through 3235-0074 Apr. 30, 1990.
230.494.
Regulation D............................. Secs. 230.501 through 3235-0076 Mar. 30, 1991.
230.506.
Rule 604................................. Sec. 230.604............... 3235-0232 July 31, 1990.
Rule 605................................. Sec. 230.605............... 3235-0232 July 31, 1990.
Rule 606................................. Sec. 230.606............... 3235-0232 July 31, 1990.
Rule 607................................. Sec. 230.607............... 3235-0232 July 31, 1990.
Rule 609................................. Sec. 230.609............... 3235-0232 July 31, 1990.
[[Page 133]]
Regulation F............................. Secs. 230.651 through 3235-0094 Nov. 30, 1990.
230.656.
Rule 701................................. Sec. 230.701............... 3235-0347 Mar. 31, 1990.
Rule 702................................. Sec. 230.702............... 3235-0347 Mar. 31, 1990.
Rule 703................................. Sec. 230.703............... 3235-0347 Mar. 31, 1990.
Form S-1................................. Sec. 239.11................ 3235-0065 Dec. 31, 1991.
Form S-2................................. Sec. 239.12................ 3235-0072 Aug. 31, 1991.
Form S-3................................. Sec. 239.13................ 3235-0073 Do.
Form N-1A................................ Sec. 239.15a............... 3235-0307 July 31, 1991.
Form S-6................................. Sec. 239.16................ 3235-0184 Sept. 30, 1990.
Form N-7................................. Sec. 239.16A............... 3235-0338 Apr. 30, 1990.
Form S-11................................ Sec. 239.18................ 3235-0067 Aug. 31, 1991.
Form N-14................................ Sec. 239.23................ 3235-0336 May 31, 1991.
Form S-8................................. Sec. 239.16b............... 3235-0066 Aug. 31, 1991.
Form S-4................................. Sec. 239.25................ 3235-0324 July 31, 1990.
Form S-18................................ Sec. 239.28................ 3235-0098 Nov. 30, 1989.
Form F-1................................. Sec. 239.31................ 3235-0258 May 31, 1991.
Form F-2................................. Sec. 239.32................ 3235-0257 Do.
Form F-3................................. Sec. 239.33................ 3235-0256 Do.
Form F-4................................. Sec. 239.34................ 3235-0325 July 31, 1990.
Form F-6................................. Sec. 239.36................ 3235-0292 Jan. 31, 1992.
Form SR.................................. Sec. 239.61................ 3235-0124 Nov. 30, 1990.
Form ET.................................. Sec. 239.62................ 3235-0329 Oct. 31, 1989.
Form ID.................................. Sec. 239.63................ 3235-0328 Oct. 31, 1989.
Form SE.................................. Sec. 239.64................ 3235-0327 Oct. 31, 1989.
Form 1-A................................. Sec. 239.90................ 3235-0286 Do.
Form 2-A................................. Sec. 239.91................ 3235-0286 Do.
Form 3-A................................. Sec. 239.92................ 3235-0286 Do.
Form 4-A................................. Sec. 239.93................ 3235-0286 Do.
Form 5-A................................. Sec. 239.94................ 3235-0286 Do.
Form 6-A................................. Sec. 239.95................ 3235-0286 Do.
Form 7-A................................. Sec. 239.96................ 3235-0286 Do.
Schedules A, B, C, D..................... Sec. 239.101............... 3235-0093 Mar. 31, 1990.
Form 1-G................................. Sec. 239.101............... 3235-0093 Mar. 31, 1990.
Form 3-G................................. Sec. 239.101............... 3235-0093 Mar. 31, 1990.
Form 144................................. Sec. 239.144............... 3235-0101 Dec. 31, 1991.
Form 1-E................................. Sec. 239.200............... 3235-0232 July 31, 1990.
Form 2-E................................. Sec. 239.201............... 3235-0233 Feb. 28, 1991.
Form 1-F................................. Sec. 239.300............... 3235-0094 Nov. 30, 1990.
Form D................................... Sec. 239.500............... 3235-0076 Apr. 30, 1991.
Rule 701................................. Sec. 239.701............... 3235-0347 Mar. 31, 1990.
Rule 6a-1................................ Sec. 240.6a-1.............. 3235-0017 Aug. 31. 1991.
Rule 6a-2................................ Sec. 240.6a-2.............. 3235-0022 Do.
Rule 6a-3................................ Sec. 240.6a-3.............. 3235-0021 Apr. 30, 1990.
Rule 10b-6............................... Sec. 240.10b-6............. 3235-0355 Sept. 30, 1990.
Rule 10b-7............................... Sec. 240.10b-7............. 3235-0201 Dec. 31, 1989.
Rule 11Ab2-1............................. Sec. 240.11Ab2-1........... 3235-0043 Oct. 31, 1990.
Rule 12a-5............................... Sec. 240.12a-5............. 3235-0079 Dec. 31, 1990.
Regulation 12B........................... Secs. 240.12b-1 through 3235-0062 Nov. 30, 1990.
240.12b-36.
Rule 12d1-3.............................. Sec. 240.12d1-3............ 3235-0109 Nov. 30, 1990.
Rule 12d2-1.............................. Sec. 240.12d2-1............ 3235-0081 Dec. 31, 1990.
Rule 12d2-2.............................. Sec. 240.12d2-2............ 3235-0080 Dec. 31, 1990.
Rule 12f-1............................... Sec. 240.12f-1............. 3235-0128 Dec. 31, 1990.
Rule 12f-2............................... Sec. 240.12f-2............. 3235-0248 Jan. 31, 1991.
Rule 12f-3............................... Sec. 240.12f-3............. 3235-0249 Jan. 31, 1991.
Rule 12g3-2.............................. Sec. 240.12g3-2............ 3235-0119 Jan. 31, 1992.
Regulation 13D/G......................... Secs. 240.13d-1 through 3235-0145 Aug. 31, 1991.
240.13d-7.
Schedule 13D............................. Sec. 240.13d-101........... 3235-0145 Do.
Schedule 13G............................. Sec. 240.13d-102........... 3235-0145 Do.
Rule 13e-1............................... Sec. 240.13e-1............. 3235-0305 Jan. 31, 1992.
Rule 13e-3............................... Sec. 240.13e-3............. 3235-0007 June 30, 1989.
Rule 13e-4............................... Sec. 240.13e-4............. 3235-0203 Sept. 30, 1990.
Schedule 13e3............................ Sec. 240.13e-100........... 3235-0007 June 30, 1989.
Schedule 13e-4........................... Sec. 240.13e-101........... 3235-0203 Sept. 30, 1990.
Regulation 14A........................... Secs. 240.14a-1 through 3235-0059 July 31, 1990.
240.14a-12.
Schedule 14A............................. Sec. 240.14a-101........... 3235-0059 July 31, 1990.
Schedule 14B............................. Sec. 240.14a-102........... 3235-0059 July 31, 1990.
Regulation 14C........................... Sec. 240.14c-1............. 3235-0057 July 31, 1990.
Schedule 14C............................. Sec. 240.14c-101........... 3235-0057 July 31, 1990.
Regulation 14D........................... Secs. 240.14d-1 through 3235-0102 Sept. 30, 1990.
240.14d-9.
Schedule 14d-1........................... Sec. 240.14d-100........... 3235-0102 Sept. 30, 1990.
Schedule 14d-9........................... Sec. 240.14d-101........... 3235-0102 Sept. 30, 1990.
Regulation 14E........................... Secs. 240.14e-1 through 3235-0102 Sept. 30, 1990.
240.14e-2.
Rule 14f-1............................... Sec. 240.14f-1............. 3235-0108 Nov. 30, 1990.
Rule 15a-4(a)............................ Sec. 240.15a-4(a).......... 3235-0010 Aug. 31, 1989.
Rule 15Aa-1.............................. Sec. 240.15Aa-1............ 3235-0030 Oct. 31, 1990.
Rule 15Aj-1.............................. Sec. 240.15Aj-1............ 3235-0044 Oct. 31, 1990.
Rule 15b1-1.............................. Sec. 240.15b1-1............ 3235-0012 Mar. 31, 1991.
Rule 15b1-2.............................. Sec. 240.15b1-2............ 3235-0020 Do.
Rule 15b1-3.............................. Sec. 240.15b1-3............ 3235-0011 Do.
Rule 15b1-4.............................. Sec. 240.15b1-4............ 3235-0016 Aug. 31, 1989.
Rule 15b3-1.............................. Sec. 240.15b3-1............ 3235-0013 Oct. 31, 1990.
Rule 15b6-1(a)........................... Sec. 240.15b6-1(a)......... 3235-0018 Nov. 30, 1989.
Rule 15Ba2-1............................. Sec. 240.15Ba2-1........... 3235-0083 Aug. 31, 1991.
Rule 15Ba2-2............................. Sec. 240.15Ba2-2........... 3235-0090 Dec. 31, 1990.
Rule 15Ba2-4............................. Sec. 240.15Ba2-4........... 3235-0089 Dec. 31, 1990.
Rule 15Ba2-5............................. Sec. 240.15Ba2-5........... 3235-0088 Do.
Rule 15Ba2-6............................. Sec. 240.15Ba2-6........... 3235-0086 Dec. 31, 1990.
Rule 15Bc3-1............................. Sec. 240.15Bc3-1........... 3235-0087 Nov. 30, 1990.
Rule 15c2-5.............................. Sec. 240.15c2-5............ 3235-0198 Jan. 31, 1991.
Rule 15c2-11............................. Sec. 240.15c2-11........... 3235-0202 Mar. 31, 1989.
Rule 15c3-1.............................. Sec. 240.15c3-1............ 3235-0200 June 30, 1990.
Rule 15c3-3.............................. Sec. 240.15c3-3............ 3235-0078 Aug. 31, 1990.
Rule 15c1-7.............................. Sec. 240.15c1-7............ 3235-0134 Dec. 31, 1990.
Rule 15Ca1-1............................. Sec. 240.15Ca1-1........... 3235-0351 Jan. 31, 1990.
Rule 15Ca2-2............................. Sec. 240.15Ca2-2........... 3235-0352 Apr. 30, 1990.
Rule 17a-1............................... Sec. 240.17a-1............. 3235-0208 Oct. 31, 1989.
[[Page 134]]
Rule 17a-2............................... Sec. 240.17a-2............. 3235-0201 Dec. 31, 1989.
Rule 17a-3............................... Sec. 240.17a-3............. 3235-0033 Sept. 30, 1989.
Rule 17a-4............................... Sec. 240.17a-4............. 3235-0279 Sept. 30, 1989.
Rule 17a-5............................... Sec. 240.17a-5............. 3235-0123 Oct. 31, 1989.
Rule 17a-5(c)............................ Sec. 240.17a-5(c).......... 3235-0199 Jan. 31, 1992.
Rule 17a-7............................... Sec. 240.17a-7............. 3235-0131 Oct. 31, 1989.
Rule 17a-8............................... Sec. 240.17a-8............. 3235-0092 Jan. 31, 1991.
Rule 17a-10.............................. Sec. 240.17a-10............ 3235-0122 Dec. 31, 1990.
Rule 17a-11.............................. Sec. 240.17a-11............ 3235-0085 Oct. 31, 1990.
Rule 17a-13.............................. Sec. 240.17a-13............ 3235-0035 Oct. 31, 1990.
Rule 17a-19.............................. Sec. 240.17a-19............ 3235-0133 Dec. 31, 1990.
Rule 17a-22.............................. Sec. 240.17a-22............ 3235-0196 Dec. 31, 1990.
Rule 17Ab2-1 (a) and (e)................. Sec. 240.17Ab2-1 (a) and 3235-0195 Jan. 31, 1991.
(e).
Rule 17Ac2-1(a) and (c).................. Sec. 240.17Ac2-1(a) and (c) 3235-0084 June 30, 1991.
Rule 17Ac3-1(a).......................... Sec. 240.17Ac3-1........... 3235-0151 Nov. 30, 1990.
Rule 17Ad2 (c), (d) and (h).............. Sec. 240.Ad2 (c), (d) and 3235-0130 Dec. 31, 1990.
(h).
Rule 17Ad-4(b) and (c)................... Sec. 240.17Ad-4(b) and (c). 3235-0341 Feb. 28, 1989.
Rule 17Ad-6.............................. Sec. 240.17Ad-6............ 3235-0291 Aug. 31, 1989.
Rule 17Ad-7.............................. Sec. 240.17Ad-7............ 3235-0136 Aug. 31, 1989.
Rule 17Ad-10............................. Sec. 240.17Ad-10........... 3235-0273 July 31, 1990.
Rule 17Ad-11............................. Sec. 240.17Ad-11........... 3235-0341 Do.
Rule 17Ad-13............................. Sec. 240.17Ad-13........... 3235-0275 Do.
Rule 17f-1(b)............................ Sec. 240.17f-1(b).......... 3235-0032 Dec. 31, 1991.
Rule 17f-1(c)............................ Sec. 240.17f-1(c).......... 3235-0037 Do.
Rule 17f-1(g)............................ Sec. 240.17f-1(g).......... 3235-0290 Nov. 30, 1989.
Rule 17f-2(a)............................ Sec. 240.17f-2(a).......... 3235-0034 Do.
Rule 17f-2(c)............................ Sec. 240.17f-2(c).......... 3235-0029 Oct. 31, 1990.
Rule 17f-2(d)............................ Sec. 240.17f-2(d).......... 3235-0028 Oct. 31, 1990.
Rule 17f-2(e)............................ Sec. 240.17f-2(e).......... 3235-0031 Nov. 30, 1990.
Rule 17f-5............................... Sec. 240.17f-5............. 3235-0269 July 31, 1991.
Rule 19b-1............................... Sec. 240.19b-1............. 3235-0354 July 31, 1990.
Rule 19b-4............................... Sec. 240.19b-4............. 3235-0045 Oct. 31, 1990.
Rule 19d-1(b)(i)......................... Sec. 240.19d-1(b)(i)....... 3235-0206 Aug. 31, 1989.
Rule 19d-3(b)-(f)........................ Sec. 240.19d-3(b)-(f)...... 3235-0240 Jan. 31, 1992.
Rule 19h-1(a), (c)--(e), (g)............. Sec. 240.19h-1(a), (c)-- 3235-0259 Oct. 31, 1989.
(e), (g).
Rule 24b-1............................... Sec. 240.24b-1............. 3235-0194 Jan. 31, 1991.
Form 1................................... Sec. 249.1................. 3235-0017 Aug. 31, 1991.
Form 1-A................................. Sec. 249.1a................ 3235-0022 Do.
Form 25.................................. Sec. 249.25................ 3235-0080 Dec. 31, 1990.
Form 26.................................. Sec. 249.26................ 3235-0079 Dec. 31, 1990.
Form 27.................................. Sec. 249.27................ 3235-0248 Jan. 31, 1991.
Form 28.................................. Sec. 249.28................ 3235-0249 Jan. 31, 1991.
Form 3................................... Sec. 249.103............... 3235-0104 Nov. 30, 1991.
Form 4................................... Sec. 249.104............... 3235-0187 Do.
Form 8-A................................. Sec. 249.208a.............. 3235-0056 Nov. 30, 1990.
Form 8-B................................. Sec. 249.208b.............. 3235-0068 Aug. 31, 1991.
Form 10.................................. Sec. 249.210............... 3235-0064 Do.
Form 18.................................. Sec. 249.218............... 3235-0121 May 31, 1991.
Form 20-F................................ Sec. 249.220f.............. 3235-0288 June 30, 1991.
Form 6-K................................. Sec. 249.306............... 3235-0116 May 31, 1991.
Form 8-K................................. Sec. 249.308............... 3235-0060 June 30, 1991.
Form 10-Q................................ Sec. 249.308a.............. 3235-0070 Do.
Form 10-K................................ Sec. 249.310............... 3235-0063 Sept. 30, 1991.
Form 10-C................................ Sec. 249.310c.............. 3235-0191 Dec. 31, 1990.
Form 11-K................................ Sec. 249.311............... 3235-0082 Mar. 31, 1990.
Form 18-K................................ Sec. 249.318............... 3235-0120 May 31, 1991.
Form 12b-25.............................. Sec. 249.322............... 3235-0058 June 30, 1991.
Form 15.................................. Sec. 249.323............... 3235-0167 Nov. 30, 1989.
Form 13F................................. Sec. 249.325............... 3235-0006 Feb. 28, 1991.
Form N-SAR............................... Sec. 249.330............... 3235-0030 Sept. 30, 1990.
Form SE.................................. Sec. 249.444............... 3235-0327 Oct. 31, 1989.
Form ET.................................. Sec. 249.445............... 3235-0329 Oct. 31, 1989.
Form ID.................................. Sec. 249.446............... 3235-0328 Oct. 31, 1989.
Form 8................................... Sec. 249.460............... 3235-0141 Mar. 31, 1990.
Form BD.................................. Sec. 249.501............... 3235-0012 Mar. 31, 1991.
Form BDW................................. Sec. 249.501a.............. 3235-0018 Nov. 30, 1989.
Form X-17A-5............................. Sec. 249.617............... 3235-0123 Oct. 31, 1989.
Form X-17A-19............................ Sec. 249.635............... 3235-0133 Dec. 31, 1990.
Form X-17A-1............................. Sec. 249.717............... 3235-0208 Oct. 31, 1989.
Form X-15AA-1............................ Sec. 249.801............... 3235-0030 Oct. 31, 1990.
Form X-15AJ-1............................ Sec. 249.802............... 3235-0044 Oct. 31, 1990.
Form X-15AJ-2............................ Sec. 249.803............... 3235-0044 Oct. 31, 1990.
Form 19b-4............................... Sec. 249.819............... 3235-0045 Oct. 31, 1990.
Form SIP................................. Sec. 249.1001.............. 3235-0043 Oct. 31, 1990.
Form MSD................................. Sec. 249.1100.............. 3235-0083 Aug. 31, 1991.
Form MSDW................................ Sec. 249.1110.............. 3235-0087 Nov. 30, 1990.
Form X-17f-1A............................ Sec. 249.1200.............. 3235-0037 Dec. 31, 1991.
Form TA-1................................ Sec. 249b.100.............. 3235-0084 June 30, 1991.
Form TA-W................................ Sec. 249b.101.............. 3235-0151 Nov. 30, 1990.
Form TA-2................................ Sec. 249b.102.............. 3235-0337 May 31, 1991.
Form CA-1................................ Sec. 249b.200.............. 3235-0195 Jan. 31, 1991.
Rule 1(a)................................ Sec. 250.1(a).............. 3235-0170 Sept. 30, 1991.
Rule 1(b)................................ Sec. 250.1(b).............. 3235-0170 Sept. 30, 1988.
Rule 1(c)................................ Sec. 250.1(c).............. 3235-0164 Nov. 30, 1989.
Rule 2................................... Sec. 250.2................. 3235-0161 Do.
Rule 3................................... Sec. 250.3................. 3235-0160 Do.
Rule 7................................... Sec. 250.7................. 3235-0165 Do.
Rule 7d.................................. Sec. 250.7d................ 3235-0165 Do.
Rule 20(b)............................... Sec. 250.20(b)............. 3235-0125 Do.
Rule 20(c)............................... Sec. 250.20(c)............. 3235-0125 Do.
Rule 20(d)............................... Sec. 250.20(d)............. 3235-0163 Do.
Rule 23.................................. Sec. 250.23................ 3235-0125 Do.
Rule 24.................................. Sec. 250.24................ 3235-0126 Do.
Rule 26.................................. Sec. 250.26................ 3235-0183 Do.
Rule 29(a)............................... Sec. 250.29(a)............. 3235-0149 Do.
Rule 29(b)............................... Sec. 250.29(b)............. 3235-0149 Do.
Rule 42.................................. Sec. 250.42................ 3235-0171 Do.
Rule 44.................................. Sec. 250.44................ 3235-0147 Do.
[[Page 135]]
Rule 45.................................. Sec. 250.45................ 3235-0154 July 31, 1990.
Rule 47(b)............................... Sec. 250.47(b)............. 3235-0163 Do.
Rule 50.................................. Sec. 250.50................ 3235-0126 Do.
Rule 62.................................. Sec. 250.62................ 3235-0152 Do.
Rule 71(a)............................... Sec. 250.71(a)............. 3235-0173 Do.
Rule 72.................................. Sec. 250.72................ 3235-0149 Do.
Rule 83.................................. Sec. 250.83................ 3235-0181 Do.
Rule 87.................................. Sec. 250.87................ 3235-0182 Do.
Rule 88.................................. Sec. 250.88................ 3235-0182 Do.
Rule 93.................................. Sec. 250.93................ 3235-0153 Do.
Rule 94.................................. Sec. 250.94................ 3235-0153 Do.
Rule 95.................................. Sec. 250.95................ 3235-0162 Do.
Rule 100(a).............................. Sec. 250.100(a)............ 3235-0125 Do.
Part 256(a)................. 3235-0153 Do.
Part 257.................... 3235-0306 Nov. 30, 1989
Form U5A................................. Sec. 259.5a................ 3235-0170 Do.
Form U5B................................. Sec. 259.5b................ 3235-0170 Do.
Form U5S................................. Sec. 259.5s................ 3235-0164 Nov. 30, 1989.
Form U-12(1)A............................ Sec. 259.12(a)............. 3235-0173 Sept. 30, 1991.
Form U-12(1)B............................ Sec. 259.12(b)............. 3235-0173 Do.
Form U-1................................. Sec. 259.101............... 3235-0125 Sept. 30, 1991.
Form U-13-1.............................. Sec. 259.113............... 3235-0182 Do.
Form U-6b-2.............................. Sec. 259.206............... 3235-0163 Do.
Form U-13e-1............................. Sec. 259.213............... 3235-0162 Do.
Form U-R-I............................... Sec. 259.221............... 3235-0152 Do.
Form U-13-60............................. Sec. 259.313............... 3235-0153 Do.
Form U-3A-2.............................. Sec. 259.402............... 3235-0161 Do.
Form U-3A3-1............................. Sec. 259.403............... 3235-0160 Do.
Form U-7d................................ Sec. 259.404............... 3235-0165 Do.
Form U-A................................. Sec. 259.501............... 3235-0125 Do.
Form ET.................................. Sec. 259.601............... 3235-0329 Oct. 31, 1989.
Form ID.................................. Sec. 259.602............... 3235-0328 Oct. 31, 1989.
Form SE.................................. Sec. 259.603............... 3235-0327 Oct. 31, 1989.
Rules 7a-15 through 7a-37................ Secs. 260.7a-15 through 3235-0132 Nov. 30, 1990.
260.7a-37.
Form T-1................................. Sec. 269.1................. 3235-0110 Nov. 30, 1990.
Form T-2................................. Sec. 269.2................. 3235-0111 Nov. 30, 1990.
Form T-3................................. Sec. 269.3................. 3235-0105 Nov. 30, 1990.
Form T-4................................. Sec. 269.4................. 3235-0107 Dec. 31, 1990.
Form ET.................................. Sec. 269.5................. 3235-0329 Oct. 31, 1989.
Form ID.................................. Sec. 269.6................. 3235-0328 Oct. 31, 1989.
Form SE.................................. Sec. 269.7................. 3235-0327 Oct. 31, 1989.
Rule 2A-7................................ Sec. 270.2a-7.............. 3235-0268 Sept. 30, 1990.
Rule 2a19-1.............................. Sec. 270.2a19-1............ 3235-0332 Dec. 31, 1991.
Rule 6c-6................................ Sec. 270.6c-6.............. 3235-0245 Nov. 30, 1989.
Rule 6c-7................................ Sec. 270.6c-7.............. 3235-0276 Jan. 31, 1992.
Rule 6c-9................................ Sec. 270.6c-9.............. 3235-0344 Oct. 31, 1989.
Rule 6e.................................. Sec. 270.6e-2(b)(9)........ 3235-0177 Feb. 28, 1991.
Rule 7d.................................. Sec. 270.7d-(b)(8)(i), 3235-0176 Jan. 31, 1990.
(iii) and (viii).
Rule 8b-11............................... Sec. 270.8b-11............. 3235-0176 Jan. 31, 1990.
Rule 8b-16............................... Sec. 270.8b-16............. 3235-0176 Jan. 31, 1990.
Rule 8b-20............................... Sec. 270.8b-20............. 3235-0176 Jan. 31, 1990.
Rule 8b-21(b)............................ Sec. 270.8b-21(b).......... 3235-0176 Jan. 31, 1990.
Rule 8b-25............................... Sec. 270.8b-25............. 3235-0176 Jan. 31, 1990.
Rule 8b-32(b)............................ Sec. 270.8b-32(b).......... 3235-0176 Jan. 31, 1990.
Rule 10f-3............................... Sec. 270.10f-3............. 3235-0226 Nov. 30, 1989.
Rule 11a-2............................... Sec. 270.11a-2............. 3235-0272 Jan. 31, 1992.
Rule 12b-1............................... Sec. 270.12b-1............. 3235-0212 July 31, 1991.
Rule 17a-7............................... Sec. 270.17a-7............. 3235-0214 Feb. 28, 1991.
Rule 17a-8............................... Sec. 270.17a-8............. 3235-0235 Feb. 28, 1991.
Rule 17e-1............................... Sec. 270.17e-1............. 3235-0217 Oct. 31, 1990.
Rule 17f-1............................... Sec. 270.17f-1............. 3235-0222 Feb. 28, 1991.
Rule 17f-2............................... Sec. 270.17f-2............. 3235-0223 Oct. 31, 1991.
Rule 17f-4............................... Sec. 270.17f-4............. 3235-0225 July 31, 1990.
Rule 17f-1(g)............................ Sec. 270.17f-1(g).......... 3235-0213 Jan. 31, 1992.
Rule 17j-1............................... Sec. 270.17j-1............. 3235-0224 Nov. 30, 1989.
Rule 18f-1............................... Sec. 270.18f-1............. 3235-0211 Feb. 28, 1991.
Rule 19a-1............................... Sec. 270.19a-1............. 3235-0216 Feb. 28, 1991.
Rule 20a-1(b)............................ Sec. 270.20a-1(b).......... 3235-0158 Sept. 30, 1991.
Rule 20a-2............................... Sec. 270.20a-2............. 3235-0158 Do.
Rule 20a-3............................... Sec. 270.20a-3............. 3235-0158 Do.
Rule 22d-1............................... Sec. 270.22d-1............. 3235-0310 June 30, 1991.
Rule 23c-1............................... Sec. 270.23c-1............. 3235-0260 Feb. 28, 1989.
Rule 24f-1............................... Sec. 270.24f-1............. 3235-0155 Feb. 28, 1991.
Rule 24f-2............................... Sec. 270.24f-2............. 3235-0159 Feb. 28, 1991.
Rule 24f-3............................... Sec. 270.24f-3............. 3235-0348 Apr. 30, 1990.
Rule 26a-3............................... Sec. 270.26a-3............. 3235-0333 Apr. 30, 1990.
Rule 30a-1............................... Sec. 270.30a-1............. 3235-0219 Feb. 28, 1991.
Rule 30b2-1.............................. Sec. 270.30b2-1............ 3235-0220 Feb. 28, 1991.
Rule 30d-1............................... Sec. 270.30d-1............. 3235-0025 Dec. 31, 1990.
Rule 31a-1............................... Sec. 270.31a-1............. 3235-0178 July 31, 1990.
Rule 31a-2............................... Sec. 270.31a-2............. 3235-0179 June 30, 1989.
Rule 34b-1............................... Sec. 270.34b-1............. 3235-0346 Nov. 30, 1989.
Form N-5................................. Sec. 274.5................. 3235-0169 Feb. 28, 1989.
Form N-8A................................ Sec. 274.10................ 3235-0175 Jan. 31, 1991.
Form N-1................................. Sec. 274.11................ 3235-0027 Feb. 28, 1989.
Form N-1A................................ Sec. 274.11a............... 3235-0307 July 31, 1991.
Form N-2................................. Sec. 274.11a-1............. 3235-0026 Dec. 31, 1990.
Form N-3................................. Sec. 274.11b............... 3235-0316 Do.
Form N-4................................. Sec. 274.11c............... 3235-0318 Do.
Form N-8B-2.............................. Sec. 274.12................ 3235-0186 Apr. 30, 1990.
Form N-7................................. Sec. 274.12a............... 3235-0338 Apr. 30, 1990.
Form N-8B-3.............................. Sec. 274.13................ 3235-0166 Dec. 31, 1990.
Form N-8B-4.............................. Sec. 274.14................ 3234-0247 Dec. 31, 1990.
Form N-6F................................ Sec. 274.15................ 3235-0238 Feb. 28, 1991.
Form N-18f............................... Sec. 274.51................ 3235-0211 Feb. 28, 1991.
Form N-SAR............................... Sec. 274.101............... 3235-0330 Sept. 30, 1990.
Form N-17d-1............................. Sec. 274.200............... 3235-0229 Feb. 28, 1991.
Form N-23C-1............................. Sec. 274.201............... 3235-0230 Feb. 28, 1991.
Form N-8F................................ Sec. 274.218............... 3235-0157 Feb. 28, 1991.
Form N-6E1-1............................. Sec. 274.301............... 3235-0177 Feb. 28, 1991.
Form ET.................................. Sec. 274.401............... 3235-0329 Oct. 31, 1989.
Form ID.................................. Sec. 274.402............... 3235-0328 Oct. 31, 1989.
Form SE.................................. Sec. 274.403............... 3235-0327 Oct. 31, 1989.
Rule 0-2................................. Sec. 275.0-2............... 3235-0240 Jan. 31, 1992.
Form N-54A............................... Sec. 275.53................ 3235-0237 Feb. 28, 1991.
Form N-54C............................... Sec. 275.54................ 3235-0236 Feb. 28, 1991.
Rule 203................................. Sec. 275.203-1............. 3235-0049 June 30, 1991.
Rule 203-2............................... Sec. 275.203-2............. 3235-0313 Jan. 31, 1992.
Rule 204-1............................... Sec. 275.204-1............. 3235-0048 June 30, 1991.
Rule 204-2............................... Sec. 275.204-2............. 3235-0278 Sept. 30, 1991.
Rule 204-3............................... Sec. 275.204-3............. 3235-0047 Jan. 31, 1992.
Rule 206(3)-2............................ Sec. 275.206(3)-2.......... 3235-0243 June 30, 1989.
[[Page 136]]
Rule 206(4)-2............................ Sec. 275.206(4)-2.......... 3235-0241 Do.
Rule 206(4)-3............................ Sec. 275.206(4)-3.......... 3235-0242 Sept. 30, 1991.
Rule 206(4)-4............................ Sec. 275.206(4)-4.......... 3235-0345 Do.
Form ADV................................. Sec. 279.1................. 3235-0049 June 30, 1991.
Form ADV-W............................... Sec. 279.2................. 3235-0313 Jan. 31, 1992.
Form ADV-S............................... Sec. 279.3................. 3235-0046 Sept. 30, 1990.
Form 4-R................................. Sec. 279.4................. 3235-0240 Do.
Form 5-R................................. Sec. 279.5................. 3235-0240 Do.
Form 6-R................................. Sec. 279.6................. 3235-0240 Do.
Form 7-R................................. Sec. 279.7................. 3235-0240 Do.
----------------------------------------------------------------------------------------------------------------
[47 FR 4982, Feb. 3, 1982, as amended at 47 FR 11401, Mar. 16, 1982; 47
FR 54766, Dec. 6, 1982; 47 FR 56834, Dec. 21, 1982; 48 FR 12347, Mar.
24, 1983; 48 FR 13160, Mar. 30, 1983; 49 FR 10927, Mar. 23, 1984; 49 FR
16765, Apr. 20, 1984; 51 FR 9769, Mar. 21, 1986; 53 FR 9764, Mar. 25,
1988; 54 FR 13057, Mar. 30, 1989]
PART 201--RULES OF PRACTICE--Table of Contents
Subpart A [Reserved]
Subpart B--Regulations Pertaining to the Equal Access to Justice Act
Sec.
201.31 Purpose of these rules.
201.32 When the Act applies.
201.33 Proceedings covered.
201.34 Eligibility of applicants.
201.35 Standards for awards.
201.36 Allowable fees and expenses.
201.37 Delegations of authority.
201.41 Contents of application.
201.42 Net worth exhibit.
201.43 Documentation of fees and expenses.
201.44 When an application may be filed.
201.51 Filing and service of documents.
201.52 Answer to application.
201.53 Reply.
201.54 Settlement.
201.55 Further proceedings.
201.56 Decision.
201.57 Commission review.
201.58 Judicial review.
201.59 Payment of award.
201.60 [Reserved]
Subpart C--Procedures Pertaining to the Payment of Bounties Pursuant to
Subsection 21A(e) of the Securities Exchange Act of 1934
201.61 Scope of subpart.
201.62 Application required.
201.63 Time and place of filing.
201.64 Form of application and information required.
201.65 Identity and signature.
201.66 Notice to applicants.
201.67 Applications by legal guardians.
201.68 No promises of payment.
Subpart D--Rules of Practice
General Rules
201.100 Scope of the rules of practice.
201.101 Definitions.
201.102 Appearance and practice before the Commission.
201.103 Construction of rules.
201.104 Business hours.
201.110 Presiding officer.
201.111 Hearing officer: Authority.
201.112 Hearing officer: Disqualification and withdrawal.
201.120 Ex parte communications.
201.121 Separation of functions.
201.140 Commission orders and decisions: Signature and availability.
201.141 Orders and decisions: Service of orders instituting proceeding
and other orders and decisions.
201.150 Service of papers by parties.
201.151 Filing of papers with the Commission: Procedure.
201.152 Filing of papers: Form.
201.153 Filing of papers: Signature requirement and effect.
201.154 Motions.
201.155 Default; motion to set aside default.
201.160 Time computation.
201.161 Extensions of time, postponements and adjournments.
201.180 Sanctions.
201.190 Confidential treatment of information in certain filings.
201.191 Adjudications not required to be determined on the record after
notice and opportunity for hearing.
201.192 Rulemaking: Issuance, amendment and repeal of rules of general
application.
201.193 Applications by barred individuals for consent to associate.
Initiation of Proceedings and Prehearing Rules
201.200 Initiation of proceedings.
201.201 Consolidation of proceedings.
201.202 Specification of procedures by parties in certain proceedings.
201.210 Parties, limited participants and amici curiae.
201.220 Answer to allegations.
201.221 Prehearing conference.
201.222 Prehearing submissions.
201.230 Enforcement and disciplinary proceedings: Availability of
documents for inspection and copying.
201.231 Enforcement and disciplinary proceedings: Production of witness
statements.
[[Page 137]]
201.232 Subpoenas.
201.233 Depositions upon oral examination.
201.234 Depositions upon written questions.
201.235 Introducing prior sworn statements of witnesses into the
record.
201.240 Settlement.
201.250 Motion for summary disposition.
Rules Regarding Hearings
201.300 Hearings.
201.301 Hearings to be public.
201.302 Record of hearings.
201.310 Failure to appear at hearings: Default.
201.320 Evidence: Admissibility.
201.321 Evidence: Objections and offers of proof.
201.322 Evidence: Confidential information, protective orders.
201.323 Evidence: Official notice.
201.324 Evidence: Stipulations.
201.325 Evidence: Presentation under oath or affirmation.
201.326 Evidence: Presentation, rebuttal and cross-examination.
201.340 Proposed findings, conclusions and supporting briefs.
201.350 Record in proceedings before hearing officer; retention of
documents; copies.
201.351 Transmittal of documents to Secretary; record index;
certification.
201.360 Initial decision of hearing officer.
Appeal to the Commission and Commission Review
201.400 Interlocutory review.
201.401 Issuance of stays.
201.410 Appeal of initial decisions by hearing officers.
201.411 Commission consideration of initial decisions by hearing
officers.
201.420 Appeal of determinations by self-regulatory organizations.
201.421 Commission consideration of determinations by self-regulatory
organizations.
201.430 Appeal of actions made pursuant to delegated authority.
201.431 Commission consideration of actions made pursuant to delegated
authority.
201.450 Briefs filed with the Commission.
201.451 Oral argument before the Commission.
201.452 Additional evidence.
201.460 Record before the Commission.
201.470 Reconsideration.
201.490 Receipt of petitions for judicial review pursuant to 28 U.S.C.
2112(a)(1).
Rules Relating to Temporary Orders and Suspensions
201.500 Expedited consideration of proceedings.
201.510 Temporary cease-and-desist orders: Application process.
201.511 Temporary cease-and-desist orders: Notice; procedures for
hearing.
201.512 Temporary cease-and-desist orders: Issuance after notice and
opportunity for hearing.
201.513 Temporary cease-and-desist orders: Issuance without prior
notice and opportunity for hearing.
201.514 Temporary cease-and-desist orders: Judicial review; duration.
201.520 Suspension of registration of brokers, dealers, or other
Exchange Act-registered entities: Application.
201.521 Suspension of registration of brokers, dealers, or other
Exchange Act-registered entities: Notice and opportunity for
hearing on application.
201.522 Suspension of registration of brokers, dealers, or other
Exchange Act-registered entities: Issuance and review of
order.
201.523 [Reserved]
201.524 Suspension of registrations: Duration.
201.530 Initial decision on permanent order: Timing for submitting
proposed findings and preparation of decision.
201.531 Initial decision on permanent order: Effect on temporary order.
201.540 Appeal and Commission review of initial decision making a
temporary order permanent.
201.550 Summary suspensions pursuant to Exchange Act Section
12(k)(1)(A).
Rules Regarding Disgorgement and Penalty Payments
201.600 Interest on sums disgorged.
201.601 Prompt payment of disgorgement, interest and penalties.
201.610 Submission of proposed plan of disgorgement.
201.611 Contents of plan of disgorgement; provisions for payment.
201.612 Notice of proposed plan of disgorgement and opportunity for
comment by non-parties.
201.613 Order approving, modifying or disapproving proposed plan of
disgorgement.
201.614 Administration of plan of disgorgement.
201.620 Right to challenge order of disgorgement.
201.630 Inability to pay disgorgement, interest or penalties.
Informal Procedures and Supplementary Information Concerning
Adjudicatory Proceedings
201.900 Informal Procedures and Supplementary Information Concerning
Adjudicatory Proceedings.
Table I to Subpart D--Adversary Adjudications Conducted by the
Commission under 5 U.S.C. 554
[[Page 138]]
Table II to Subpart D--Cross-reference table showing location of Rules
of Practice adopted in 1995 with former Rules of Practice,
related rules and statutory provisions
Table III to Subpart D--Cross-reference table showing location of former
Rules of Practice and related rules with Rules of Practice
adopted in 1995
Subpart E--Adjustment of Civil Monetary Penalties
201.1001 Adjustment of civil monetary penalties--1996.
201.1002 Adjustment of civil monetary penalties--2001.
Table 1 to Subpart E--Civil Monetary Penalty Inflation Adjustments
Table II to Subpart E--Civil Monetary Penalty Inflation Adjustments
Subpart A [Reserved]
Subpart B--Regulations Pertaining to the Equal Access to Justice Act
Authority: 15 U.S.C. 77s, 78w, 78x, 79t, 77sss, 80a-37 and 80b-11; 5
U.S.C. 504(c)(1).
Source: 47 FR 610, Jan. 6, 1982, unless otherwise noted.
Sec. 201.31 Purpose of these rules.
The Equal Access to Justice Act, 5 U.S.C. 504 (called the Act in
this subpart B), provides for the award of attorney fees and other
expenses to eligible individuals and entities who are parties to certain
administrative proceedings (called adversary adjudications) before the
Commission. An eligible party may receive an award when it prevails over
the Commission, unless the Commission's position was substantially
justified or special circumstances make an award unjust. The rules in
this subpart describe the parties eligible for awards and the
proceedings that are covered. They also explain how to apply for awards,
and the procedures and standards that the Commission will use in ruling
on those applications.
[54 FR 53051, Dec. 27, 1989]
Sec. 201.32 When the Act applies.
The Act applies to adversary adjudications described in Sec. 201.33
pending or commenced before the Commission on or after August 5, 1985.
It also applies to any adversary adjudication commenced on or after
October 1, 1984, and finally disposed of before August 5, 1985, provided
that an application for fees and expenses, as described in these rules,
has been filed with the Commission within 30 days after August 5, 1985.
Proceedings which have been substantially concluded are not deemed
pending under these rules although officially pending for purposes such
as concluding remedial actions found in Commission orders or private
undertakings.
[54 FR 53051, Dec. 27, 1989]
Sec. 201.33 Proceedings covered.
(a) The Act applies to adversary adjudications conducted by the
Commission. These are on the record adjudications under 5 U.S.C. 554 in
which the position of an Office or Division of the Commission as a
party, not including amicus participation, is presented by an attorney
or other representative who enters an appearance and participates in the
proceeding. See appendix, 17 CFR 201.60.
(b) The fact that the Commission has not identified a type of
proceeding as an adversary adjudication shall not preclude the filing of
an application by a party who believes the proceeding is covered by the
Act; whether the proceeding is covered will then be an issue for
resolution in proceedings on the application.
(c) If a proceeding includes both matters covered by the Act and
matters specifically excluded from coverage, any award made will include
only fees and expenses related to covered issues.
[47 FR 610, Jan. 6, 1982, as amended at 54 FR 53051, Dec. 27, 1989]
Sec. 201.34 Eligibility of applicants.
(a) To be eligible for an award of attorney fees and other expenses
under the Act, the applicant must be a party to the adversary
adjudication for which it seeks it seeks an award. The term party is
defined in 5 U.S.C. 551(3). The applicant must show that it meets all
conditions of eligibility set out in this subpart.
(b) The types of eligible applicants are as follows:
(1) An individual with a net worth of not more than $2 million;
[[Page 139]]
(2) The sole owner of an unincorporated business who has a net worth
of not more than $7 million, including both personal and business
interests, and not more than 500 employees;
(3) A charitable or other tax-exempt organization described in
section 501(c)(3) of the Internal Revenue Code (26 U.S.C. 501(c)(3))
with not more than 500 employees;
(4) A cooperative association as defined in section 15(a) of the
Agricultural Marketing Act (12 U.S.C. 1141j(a)) with more than 500
employees; and
(5) Any other partnership, corporation, association, unit of local
government, or public or private organization with a new worth of not
more than $7 million and not more than 500 employees.
(c) For the purpose of eligibility, the net worth and number of
employees of an applicant shall be determined as of the date the
proceeding was initiated.
(d) An applicant who owns an unincorporated business will be
considered as an individual rather than a sole owner of an
unincorporated business if the issues on which the applicant prevails
are related primarily to personal interests rather than to business
interests.
(e) The employees of an applicant include all persons who regularly
perform services for remuneration for the applicant, under the
applicant's direction and control. Part-time employees shall be included
on a proportional basis.
(f) The net worth and number of employees of the applicant and all
of its affiliates shall be aggregated to determine eligibility. Any
individual, corporation or other entity that directly or indirectly
controls or owns a majority of the voting shares or other interest of
the applicant, or any corporation or entity of which the applicant
directly or indirectly owns or controls a majority of the voting shares
or other interest, will be considered an affiliate for purposes of this
subpart, unless the administrative law judge determines that such
treatment would be unjust and contrary to the purposes of the Act in
light of the actual relationship between the affiliated entities. In
addition, the administrative law judge may determine that financial
relationships of the applicant other than those described in this
paragraph constitute special circumstances that would make an award
unjust.
(g) An applicant that participates in a proceeding primarily on
behalf of one or more other persons or entities that would be ineligible
is not itself eligible for an award.
[47 FR 610, Jan. 6, 1982, as amended at 54 FR 53051, Dec. 27, 1989]
Sec. 201.35 Standards for awards.
(a) A prevailing applicant may receive an award for fees and
expenses incurred in connection with a proceeding or in a significant
and discrete substantive portion of the proceeding, unless the position
of the Office or Division over which the applicant has prevailed was
substantially justified. The position of the Office or Division
includes, in addition to the position taken by the Office or Division in
the adversary adjudication, the action or failure to act by the Office
or Division upon which the adversary adjudication is based. The burden
of proof that an award should not be made to an eligible prevailing
applicant is on counsel for an Office or Division of the Commission,
which must show that its position was reasonable in law and fact.
(b) An award will be reduced or denied if the applicant has unduly
or unreasonably protracted the proceeding or if special circumstances
make the award sought unjust.
[47 FR 610, Jan. 6, 1982, as amended at 54 FR 53051, Dec. 27, 1989]
Sec. 201.36 Allowable fees and expenses.
(a) Subject to the limitation of paragraph (b), awards will be based
on rates customarily charged, in the locale of the hearing, by persons
engaged in the business of acting as attorneys, agents and expert
witnesses, even if the services were made available without charge or at
a reduced rate to the applicant.
(b) No award of the fee of an attorney or agent under these rules
may exceed $75.00 per hour. No award to compensate an expert witness may
exceed the reasonable rate at which the Commission pays witnesses with
similar expertise. However, an award may also
[[Page 140]]
include the reasonable expenses of the attorney, agent or witness as a
separate item, if the attorney, agent or witness ordinarily charges
clients separately for such expenses.
(c) In determining the reasonableness of the fee sought for an
attorney, agent or expert witness, the administrative law judge shall
consider the following:
(1) If the attorney, agent or witness is in private practice, his or
her customary fee for similar services, or, if an employee of the
applicant the fully allocated cost of the services;
(2) The prevailing rate for similar services in the community in
which the attorney, agent or witness ordinarily performs services;
(3) The time actually spent in the representation of the applicant;
(4) The time reasonably spent in light of the difficulty or
complexity of the issues in the proceeding; and
(5) Such other factors as may bear on the value of the services
provided.
(d) The reasonable cost of any study, analysis, engineering report,
test, project or similar matter prepared on behalf of a party may be
awarded, to the extent that the charge for the service does not exceed
the prevailing rate for similar services, and the study or other matter
was necessary for preparation of the applicant's case.
[47 FR 610, Jan. 6, 1982, as amended at 54 FR 53051, Dec. 27, 1989]
Sec. 201.37 Delegations of authority.
(a) The Commission may by order delegate authority to take final
action on matters pertaining to the Equal Access to Justice Act in
particular cases.
(b) Unless the Commission shall order otherwise, applications for
awards of fees and expenses made pursuant to this subject shall be
assigned by the Chief Administrative Law Judge to an administrative law
judge for determination.
[54 FR 53051, Dec. 27, 1989]
Sec. 201.41 Contents of application.
(a) An application for an award of fees and expenses under the Act
shall identify the applicant, the proceeding for which an award is
sought and contain the information required in this subpart. The
application shall show that the applicant has prevailed and specify the
position(s) of the opposing Office or Division in the proceeding that
the applicant alleges was not substantially justified. Unless the
applicant is an individual, the application shall also state the number
of employees of the applicant and describe briefly the type and purpose
of its organization or business.
(b) The application shall also include a statement that the
applicant's net worth does not exceed $2 million (if an individual) or
$7 million (for all other applicants, including their affiliates).
However, an applicant may omit this statement if:
(1) It attaches a copy of a ruling by the Internal Revenue Service
that it qualifies as an organization described in section 501(c)(3) of
the Internal Revenue Code (26 U.S.C. 501(c)(3)) or, in the case of a
tax-exempt organization not required to obtain a ruling from the
Internal Revenue Service on its exempt status, a statement that
describes the basis for the applicant's belief that it qualifies under
such section; or
(2) It states that it is a cooperative association as defined in
section 15(a) of the Agricultural Marketing Act (12 U.S.C. 1141j(a)).
(c) The application shall state the amount of fees and expenses for
which an award is sought.
(d) The application may also include any other matters that the
applicant wishes the Commission to consider in determining whether and
in what amount an award should be made.
(e) The application shall be signed by the applicant or an
authorized officer or attorney of the applicant. It shall also contain
or be accompanied by a written verification under oath or under penalty
of perjury that the information provided in the application is true and
correct.
[47 FR 610, Jan. 6, 1982, as amended at 54 FR 53051, Dec. 27, 1989]
Sec. 201.42 Net worth exhibit.
(a) Each applicant, except a qualified tax-exempt organization or
cooperative association, must provide with its application a detailed
exhibit showing the net worth of the applicant and any affiliates (as
defined in Sec. 201.34(f) of this
[[Page 141]]
part) when the proceeding was initiated. The exhibit may be in any form
convenient to the applicant that provides full disclosure of the
applicant's and its affiliates' assets and liabilities and is sufficient
to determine whether the applicant qualifies under the standards in this
subpart. The administrative law judge or the Commission may require an
applicant to file additional information to determine its eligibility
for an award.
(b) Ordinarily, the net worth exhibit will be included in the public
record of the proceeding. However, an applicant that objects to public
disclosure of information in any portion of the exhibit and believes
there are legal grounds for withholding it from disclosure may submit
that exhibit in accordance with 17 CFR 201.190.
[47 FR 610, Jan. 6, 1982, as amended at 60 FR 32795, June 23, 1995]
Sec. 201.43 Documentation of fees and expenses.
The application shall be accompanied by full documentation of the
fees and expenses, including the cost of any study, analysis,
engineering report, test, project or similar matter, for which an award
is sought. A separate itemized statement shall be submitted for each
professional firm or individual whose services are covered by the
application, showing the hours spent in connection with the proceeding
by each individual, a description of the specific services performed,
the rate at which each fee has been computed, any expenses for which
reimbursement is sought, the total amount claimed, and the total amount
paid or payable by the applicant or by any other person or entity for
the services provided. The applicant may be required to provide
vouchers, receipts, or other substantiation for any fees or expenses
claimed.
Sec. 201.44 When an application may be filed.
(a) An application may be filed whenever the applicant has prevailed
in the proceeding or in a significant and discrete substantive portion
of the proceeding, but in no case later than 30 days after the
Commission's final disposition of the proceeding.
(b) For purposes of this rule, final disposition means the date on
which a decision or order disposing of the merits of the proceeding or
any other complete resolution of the proceeding, such as a settlement or
voluntary dismissal, becomes final and unappealable, both within the
Commission and to the courts.
(c) If review or reconsideration is sought or taken of a decision as
to which an applicant believes it has prevailed, proceedings for the
award of fees shall be stayed pending final disposition of the
underlying controversy.
[47 FR 610, Jan. 6, 1982, as amended at 54 FR 53052, Dec. 27, 1989]
Sec. 201.51 Filing and service of documents.
Any application for an award or other document related to an
application shall be filed and served in the same manner as other papers
in proceedings under the Commission's Rules of Practice. In addition, a
copy of each application for fees and expenses shall be served on the
General Counsel of the Commission.
Sec. 201.52 Answer to application.
(a) Within 30 days after service of an application, counsel
representing the Office or Division of the Commission may file an answer
to the application. Unless the Office or Division of the Commission
counsel requests an extension of time for filing or files a statement of
intent to negotiate under paragraph (b) of this section, failure to file
an answer within the 30-day period may be treated as a consent to the
award requested.
(b) If counsel for the Office or Division of the Commission and the
applicant believe that the issues in the fee application can be settled,
they may jointly file a statement of their intent to negotiate a
settlement. The filing of this statement shall extend the time for
filing an answer for an additional 30 days, and further extensions may
be granted upon request by agency counsel and the applicant.
(c) The answer shall explain any objections to the award requested
and identify the facts relied on in support of that position. If the
answer is based on any alleged facts not already in the
[[Page 142]]
record of the proceeding, it shall include supporting affidavits or a
request for further proceedings under Sec. 201.55.
Sec. 201.53 Reply.
Within 15 days after service of an answer, the applicant may file a
reply. If the reply is based on any alleged facts not already in the
record of the proceeding, the applicant shall include with the reply
either supporting affidavits or a request for further proceedings under
Sec. 201.55.
Sec. 201.54 Settlement.
The applicant and counsel for the Office or Division of the
Commission may agree on a proposed settlement of the award before final
action on the application, either in connection with a settlement of the
underlying proceeding or after the underlying proceeding has been
concluded, in accordance with the Commission's standard settlement
procedure. See 17 CFR 201.240. If a prevailing party and counsel for the
Office or Division of the Commission agree on a proposed settlement of
an award before an application has been filed, the application shall be
filed with the proposed settlement. If a proposed settlement provides
that each side shall bear its own expenses, and the settlement is
accepted, no application may be filed.
[54 FR 53052, Dec. 27, 1989, as amended at 60 FR 32795, June 23, 1995]
Sec. 201.55 Further proceedings.
(a) Ordinarily, the determination of an award will be made on the
basis of the written record. However, on request of either the applicant
or counsel for the Office or Division of the Commission, or on his or
her own initiative, the administrative law judge may order further
proceedings, such as an informal conference, oral argument, additional
written submissions or, as to issues other than substantial
justification (such as the applicant's eligibility or substantiation of
fees and expenses) an evidentiary hearing. The administrative law judge
may order all proceedings that are otherwise available under Rule 8(d)
of the Commission's Rules of Practice. Such further proceedings shall be
held only when necessary for full and fair resolution of the issues
arising from the application, and shall be conducted as promptly as
possible. Whether or not the Commission's position was substantially
justified shall be determined on the basis of the administrative record,
as a whole, which is made in the adversary adjudication for which fees
and other expenses are sought.
(b) A request for further proceedings under this section shall
specifically identify the information sought or the disputed issues and
shall explain why the additional proceedings are necessary to resolve
the issues.
[47 FR 610, Jan. 6, 1982, as amended at 54 FR 53052, Dec. 27, 1989]
Sec. 201.56 Decision.
The administrative law judge shall issue an initial decision on the
application promptly after completion of proceedings on the application.
The decision shall include written findings and conclusions on the
applicant's eligibility and status as a prevailing party, and an
explanation of the reasons for any difference between the amount
requested and the amount awarded. The decision shall also include, if at
issue, findings on whether the Commission's position was substantially
justified, whether the applicant unduly protracted the proceedings, or
whether special circumstances make an award unjust.
Sec. 201.57 Commission review.
In accordance with the procedures set forth in 17 CFR 201.410 and
201.411, either the applicant or counsel for the Office or Division of
the Commission may seek review of the initial decision on the fee
application, or the Commission may decide to review the decision on its
own initiative. If neither the applicant nor counsel for the Division or
Office of the Commission seeks review and the Commission does not take
review on its own initiative, the initial decision on the application
shall become a final decision of the Commission 30 days after it is
issued. Whether to review a decision is a matter within the discretion
of the Commission. If review is taken, the Commission will issue a final
decision on the application or remand the application to the
[[Page 143]]
administrative law judge for further proceedings.
[47 FR 610, Jan. 6, 1982, as amended at 60 FR 32795, June 23, 1995]
Sec. 201.58 Judicial review.
Judicial review of final Commission decisions on awards may be
sought as provided in 5 U.S.C. 504(c)(2).
Sec. 201.59 Payment of award.
An applicant seeking payment of an award shall submit to the
Comptroller of the Commission a copy of the Commission's final decision
granting the award, accompanied by a sworn statement that the applicant
will not seek review of the decision in the United States courts. The
Commission will pay the amount awarded to the applicant as authorized by
law, unless judicial review of the award has been sought by the
applicant.
[54 FR 53052, Dec. 27, 1989]
Sec. 201.60 [Reserved]
Subpart C--Procedures Pertaining to the Payment of Bounties Pursuant to
Subsection 21A(e) of the Securities Exchange Act of 1934
Authority: 15 U.S.C. 78u-1 and 78w.
Source: 54 FR 28799, July 10, 1989, unless otherwise noted.
Sec. 201.61 Scope of subpart.
Section 21A of the Securities Exchange Act of 1934 authorizes the
courts to impose civil penalties for certain violations of that Act.
Subsection 21A(e) permits the Commission to award bounties to persons
who provide information that leads to the imposition of such penalties.
Any such determination, including whether, to whom, or in what amount to
make payments, is in the sole discretion of the Commission. This subpart
sets forth procedures regarding applications for the award of bounties
pursuant to subsection 21A(e). Nothing in this subpart shall be deemed
to limit the discretion of the Commission with respect to determinations
under subsection 21A(e) or to subject any such determination to judicial
review.
Sec. 201.62 Application required.
No person shall be eligible for the payment of a bounty under
subsection 21A(e) of the Securities Exchange Act of 1934 unless such
person has filed a written application that meets the requirements of
this subpart and, upon request, provides such other information as the
Commission or its staff deems relevant to the application.
Sec. 201.63 Time and place of filing.
Each application pursuant to this subpart and each amendment thereto
must be filed within one hundred and eighty days after the entry of the
court order requiring the payment of the penalty that is subject to the
application. Such applications and amendments shall be addressed to:
Office of the Secretary, Securities and Exchange Commission, 450 Fifth
Street NW., Washington, DC 20549.
Sec. 201.64 Form of application and information required.
Each application pursuant to this subpart shall be identified as an
Application for Award of a Bounty and shall contain a detailed statement
of the information provided by the applicant that the applicant believes
led or may lead to the imposition of a penalty. Except as provided by
Rule 65 of this subpart, each application shall state the identity and
mailing address of, and be signed by, the applicant. When the
application is not the means by which the applicant initially provides
such information, the application shall contain: The dates and times
upon which, and the means by which, the information was provided; the
identity of the Commission staff members to whom the information was
provided; and, if the information was provided anonymously, sufficient
further information to confirm that the person filing the application is
the same person who provided the information to the Commission.
Sec. 201.65 Identity and signature.
Applications pursuant to this subpart may omit the identity, mailing
address, and signature of the applicant; provided, that such identity,
mailing
[[Page 144]]
address and signature are submitted by an amendment to the application.
Any such amendment must be filed within one hundred and eighty days
after the entry of the court order requiring the payment of the penalty
that is subject to the application.
Sec. 201.66 Notice to applicants.
The Commission will notify each person who files an application that
meets the requirements of this subpart, at the address specified in such
application, of the Commission's determination with respect to such
person's application. Nothing in this subpart shall be deemed to entitle
any person to any other notice from the Commission or its staff.
Sec. 201.67 Applications by legal guardians.
An application pursuant to this subpart may be filed by an executor,
administrator, or other legal representative of a person who provides
information that may be subject to a bounty payment, or by the parent or
guardian of such a person if that person is a minor. Certified copies of
the letters testamentary, letters of administration, or other similar
evidence showing the authority of the legal representative to file the
application must be annexed to the application.
Sec. 201.68 No promises of payment.
No person is authorized under this subpart to make any offer or
promise, or otherwise to bind the Commission with respect to the payment
of any bounty or the amount thereof.
Subpart D--Rules of Practice
Authority: 15 U.S.C. 77f, 77g, 77h, 77h-1, 77j, 77s, 77u, 78c(b),
78d-1, 78d-2, 78l, 78m, 78n, 78o(d), 78o-3, 78s, 78u-2, 78u-3, 78v, 78w,
79c, 79s, 79t, 79z-5a, 77sss, 77ttt, 80a-8, 80a-9, 80a-37, 80a-38, 80a-
39, 80a-40, 80a-41, 80a-44, 80b-3, 80b-9, 80b-11, and 80b-12 unless
otherwise noted.
Source: 60 FR 32796, June 23, 1995, unless otherwise noted.
General Rules
Sec. 201.100 Scope of the rules of practice.
(a) Unless provided otherwise, these Rules of Practice govern
proceedings before the Commission under the statutes that it
administers.
(b) These rules do not apply to:
(1) Investigations, except where made specifically applicable by the
Rules Relating to Investigations, part 203 of this chapter; or
(2) Actions taken by the duty officer pursuant to delegated
authority under 17 CFR 200.43.
[60 FR 32796, June 23, 1995; 60 FR 46499, Sept. 7, 1995]
Sec. 201.101 Definitions.
(a) For purposes of these Rules of Practice, unless explicitly
stated to the contrary:
(1) Commission means the United States Securities and Exchange
Commission, or a panel of Commissioners constituting a quorum of the
Commission, or a single Commissioner acting as duty officer pursuant to
17 CFR 200.43;
(2) Counsel means any attorney representing a party or any other
person representing a party pursuant to Sec. 201.102(b);
(3) Disciplinary proceeding means an action pursuant to
Sec. 201.102(e);
(4) Enforcement proceeding means an action, initiated by an order
instituting proceedings, held for the purpose of determining whether or
not a person is about to violate, has violated, has caused a violation
of, or has aided or abetted a violation of any statute or rule
administered by the Commission, or whether to impose a sanction as
defined in Section 551(10) of the Administrative Procedure Act, 5 U.S.C.
551(10);
(5) Hearing officer means an administrative law judge, a panel of
Commissioners constituting less than a quorum of the Commission, an
individual Commissioner, or any other person duly authorized to preside
at a hearing;
(6) Interested division means a division or an office assigned
primary responsibility by the Commission to participate in a particular
proceeding;
(7) Order instituting proceedings means an order issued by the
Commission commencing a proceeding or an order issued by the Commission
to hold a hearing;
(8) Party means the interested division, any person named as a
respondent
[[Page 145]]
in an order instituting proceedings, any applicant named in the caption
of any order, persons entitled to notice in a stop order proceeding as
set forth in Sec. 201.200(a)(2) or any person seeking Commission review
of a decision;
(9) Proceeding means any agency process initiated by an order
instituting proceedings; or by the filing, pursuant to Sec. 201.410, of
a petition for review of an initial decision by a hearing officer; or by
the filing, pursuant to Sec. 201.420, of an application for review of a
self-regulatory organization determination; or by the filing, pursuant
to Sec. 201.430, of a notice of intention to file a petition for review
of a determination made pursuant to delegated authority;
(10) Secretary means the Secretary of the Commission; and
(11) Temporary sanction means a temporary cease-and-desist order or
a temporary suspension of the registration of a broker, dealer,
municipal securities dealer, government securities broker, government
securities dealer, or transfer agent pending final determination whether
the registration shall be revoked.
(b) [Reserved]
Sec. 201.102 Appearance and practice before the Commission.
A person shall not be represented before the Commission or a hearing
officer except as stated in paragraphs (a) and (b) of this section or as
otherwise permitted by the Commission or a hearing officer.
(a) Representing oneself. In any proceeding, an individual may
appear on his or her own behalf.
(b) Representing others. In any proceeding, a person may be
represented by an attorney at law admitted to practice before the
Supreme Court of the United States or the highest court of any State (as
defined in Section 3(a)(16) of the Exchange Act, 15 U.S.C. 78c(a)(16));
a member of a partnership may represent the partnership; a bona fide
officer of a corporation, trust or association may represent the
corporation, trust or association; and an officer or employee of a state
commission or of a department or political subdivision of a state may
represent the state commission or the department or political
subdivision of the state.
(c) Former Commission employees. Former employees of the Commission
must comply with the restrictions on practice contained in the
Commission's Conduct Regulation, Subpart M, 17 CFR 200.735.
(d) Designation of address for service; notice of appearance; power
of attorney; withdrawal. (1) Representing oneself. When an individual
first makes any filing or otherwise appears on his or her own behalf
before the Commission or a hearing officer in a proceeding as defined in
Sec. 201.101(a), he or she shall file with the Commission, or otherwise
state on the record, and keep current, an address at which any notice or
other written communication required to be served upon him or her or
furnished to him or her may be sent and a telephone number where he or
she may be reached during business hours.
(2) Representing others. When a person first makes any filing or
otherwise appears in a representative capacity before the Commission or
a hearing officer in a proceeding as defined in Sec. 201.101(a), that
person shall file with the Commission, and keep current, a written
notice stating the name of the proceeding; the representative's name,
business address and telephone number; and the name and address of the
person or persons represented.
(3) Power of attorney. Any individual appearing or practicing before
the Commission in a representative capacity may be required to file a
power of attorney with the Commission showing his or her authority to
act in such capacity.
(4) Withdrawal. Withdrawal by any individual appearing in a
representative capacity shall be permitted only by order of the
Commission or the hearing officer. A motion seeking leave to withdraw
shall state with specificity the reasons for such withdrawal.
(e) Suspension and disbarment. (1) Generally. The Commission may
censure a person or deny, temporarily or permanently, the privilege of
appearing or practicing before it in any way to any person who is found
by the Commission after notice and opportunity for hearing in the
matter:
[[Page 146]]
(i) Not to possess the requisite qualifications to represent others;
or
(ii) To be lacking in character or integrity or to have engaged in
unethical or improper professional conduct; or
(iii) To have willfully violated, or willfully aided and abetted the
violation of any provision of the Federal securities laws or the rules
and regulations thereunder.
(iv) With respect to persons licensed to practice as accountants,
``improper professional conduct'' under Sec. 201.102(e)(1)(ii) means:
(A) Intentional or knowing conduct, including reckless conduct, that
results in a violation of applicable professional standards; or (B)
Either of the following two types of negligent conduct:
(1) A single instance of highly unreasonable conduct that results in
a violation of applicable professional standards in circumstances in
which an accountant knows, or should know, that heightened scrutiny is
warranted.
(2) Repeated instances of unreasonable conduct, each resulting in a
violation of applicable professional standards, that indicate a lack of
competence to practice before the Commission.
(2) Certain professionals and convicted persons. Any attorney who
has been suspended or disbarred by a court of the United States or of
any State; or any person whose license to practice as an accountant,
engineer, or other professional or expert has been revoked or suspended
in any State; or any person who has been convicted of a felony or a
misdemeanor involving moral turpitude shall be forthwith suspended from
appearing or practicing before the Commission. A disbarment, suspension,
revocation or conviction within the meaning of this section shall be
deemed to have occurred when the disbarring, suspending, revoking or
convicting agency or tribunal enters its judgment or order, including a
judgment or order on a plea of nolo contendere, regardless of whether an
appeal of such judgment or order is pending or could be taken.
(3) Temporary suspensions. An order of temporary suspension shall
become effective upon service on the respondent. No order of temporary
suspension shall be entered by the Commission pursuant to paragraph
(e)(3)(i) of this section more than 90 days after the date on which the
final judgment or order entered in a judicial or administrative
proceeding described in paragraph (e)(3)(i)(A) or (e)(3)(i)(B) of this
section has become effective, whether upon completion of review or
appeal procedures or because further review or appeal procedures are no
longer available.
(i) The Commission, with due regard to the public interest and
without preliminary hearing, may, by order, temporarily suspend from
appearing or practicing before it any attorney, accountant, engineer, or
other professional or expert who has been by name:
(A) Permanently enjoined by any court of competent jurisdiction, by
reason of his or her misconduct in an action brought by the Commission,
from violating or aiding and abetting the violation of any provision of
the Federal securities laws or of the rules and regulations thereunder;
or
(B) Found by any court of competent jurisdiction in an action
brought by the Commission to which he or she is a party or found by the
Commission in any administrative proceeding to which he or she is a
party to have violated (unless the violation was found not to have been
willful) or aided and abetted the violation of any provision of the
Federal securities laws or of the rules and regulations thereunder.
(ii) Any person temporarily suspended from appearing and practicing
before the Commission in accordance with paragraph (e)(3)(i) of this
section may, within 30 days after service upon him or her of the order
of temporary suspension, petition the Commission to lift the temporary
suspension. If no petition has been received by the Commission within 30
days after service of the order, the suspension shall become permanent.
(iii) Within 30 days after the filing of a petition in accordance
with paragraph (e)(3)(ii) of this section, the Commission shall either
lift the temporary suspension, or set the matter down for hearing at a
time and place designated by the Commission, or both, and, after
opportunity for hearing, may censure
[[Page 147]]
the petitioner or disqualify the petitioner from appearing or practicing
before the Commission for a period of time or permanently. In every case
in which the temporary suspension has not been lifted, every hearing
held and other action taken pursuant to this paragraph (e)(3) shall be
expedited in accordance with Sec. 201.500. If the hearing is held before
a hearing officer, the time limits set forth in Sec. 201.531 will govern
review of the hearing officer's initial decision.
(iv) In any hearing held on a petition filed in accordance with
paragraph (e)(3)(ii) of this section, the staff of the Commission shall
show either that the petitioner has been enjoined as described in
paragraph (e)(3)(i)(A) of this section or that the petitioner has been
found to have committed or aided and abetted violations as described in
paragraph (e)(3)(i)(B) of this section and that showing, without more,
may be the basis for censure or disqualification. Once that showing has
been made, the burden shall be upon the petitioner to show cause why he
or she should not be censured or temporarily or permanently disqualified
from appearing and practicing before the Commission. In any such
hearing, the petitioner may not contest any finding made against him or
her or fact admitted by him or her in the judicial or administrative
proceeding upon which the proceeding under this paragraph (e)(3) is
predicated. A person who has consented to the entry of a permanent
injunction as described in paragraph (e)(3)(i)(A) of this section
without admitting the facts set forth in the complaint shall be presumed
for all purposes under this paragraph (e)(3) to have been enjoined by
reason of the misconduct alleged in the complaint.
(4) Filing of prior orders. Any person appearing or practicing
before the Commission who has been the subject of an order, judgment,
decree, or finding as set forth in paragraph (e)(3) of this section
shall promptly file with the Secretary a copy thereof (together with any
related opinion or statement of the agency or tribunal involved).
Failure to file any such paper, order, judgment, decree or finding shall
not impair the operation of any other provision of this section.
(5) Reinstatement. (i) An application for reinstatement of a person
permanently suspended or disqualified under paragraph (e)(1) or (e)(3)
of this section may be made at any time, and the applicant may, in the
Commission's discretion, be afforded a hearing; however, the suspension
or disqualification shall continue unless and until the applicant has
been reinstated by the Commission for good cause shown.
(ii) Any person suspended under paragraph (e)(2) of this section
shall be reinstated by the Commission, upon appropriate application, if
all the grounds for application of the provisions of that paragraph are
subsequently removed by a reversal of the conviction or termination of
the suspension, disbarment, or revocation. An application for
reinstatement on any other grounds by any person suspended under
paragraph (e)(2) of this section may be filed at any time and the
applicant shall be accorded an opportunity for a hearing in the matter;
however, such suspension shall continue unless and until the applicant
has been reinstated by order of the Commission for good cause shown.
(6) Other proceedings not precluded. A proceeding brought under
paragraph (e)(1), (e)(2) or (e)(3) of this section shall not preclude
another proceeding brought under these same paragraphs.
(7) Public hearings. All hearings held under this paragraph (e)
shall be public unless otherwise ordered by the Commission on its own
motion or after considering the motion of a party.
(f) Practice defined. For the purposes of these Rules of Practice,
practicing before the Commission shall include, but shall not be limited
to:
(1) Transacting any business with the Commission; and
(2) The preparation of any statement, opinion or other paper by any
attorney, accountant, engineer or other professional or expert, filed
with the Commission in any registration statement, notification,
application, report or other document with the consent of such attorney,
accountant, engineer or other professional or expert.
[60 FR 32796, June 23, 1995, as amended at 63 FR 57122, Oct. 26, 1998]
[[Page 148]]
Sec. 201.103 Construction of rules.
(a) The Rules of Practice shall be construed and administered to
secure the just, speedy, and inexpensive determination of every
proceeding.
(b) In any particular proceeding, to the extent that there is a
conflict between these rules and a procedural requirement contained in
any statute, or any rule or form adopted thereunder, the latter shall
control.
(c) For purposes of these rules:
(1) Any term in the singular includes the plural, and any term in
the plural includes the singular, if such use would be appropriate;
(2) Any use of a masculine, feminine, or neuter gender encompasses
such other genders as would be appropriate; and
(3) Unless the context requires otherwise, counsel for a party may
take any action required or permitted to be taken by such party.
Sec. 201.104 Business hours.
The Headquarters office of the Commission, at 450 Fifth Street,
N.W., Washington, D.C. 20549, is open each day, except Saturdays,
Sundays, and Federal legal holidays, from 9 a.m. to 5:30 p.m., Eastern
Standard Time or Eastern Daylight Saving Time, whichever is currently in
effect in Washington, D.C. Federal legal holidays consist of New Year's
Day; Birthday of Martin Luther King, Jr.; Presidents Day; Memorial Day;
Independence Day; Labor Day; Columbus Day; Veterans Day; Thanksgiving
Day; Christmas Day; and any other day appointed as a holiday in
Washington, D.C. by the President or the Congress of the United States.
Sec. 201.110 Presiding officer.
All proceedings shall be presided over by the Commission or, if the
Commission so orders, by a hearing officer. When the Commission
designates that the hearing officer shall be an administrative law
judge, the Chief Administrative Law Judge shall select, pursuant to 17
CFR 200.30-10, the administrative law judge to preside.
Sec. 201.111 Hearing officer: Authority.
The hearing officer shall have the authority to do all things
necessary and appropriate to discharge his or her duties. No provision
of these Rules of Practice shall be construed to limit the powers of the
hearing officer provided by the Administrative Procedure Act, 5 U.S.C.
556, 557. The powers of the hearing officer include, but are not limited
to, the following:
(a) Administering oaths and affirmations;
(b) Issuing subpoenas authorized by law and revoking, quashing, or
modifying any such subpoena;
(c) Receiving relevant evidence and ruling upon the admission of
evidence and offers of proof;
(d) Regulating the course of a proceeding and the conduct of the
parties and their counsel;
(e) Holding prehearing and other conferences as set forth in
Sec. 201.221 and requiring the attendance at any such conference of at
least one representative of each party who has authority to negotiate
concerning the resolution of issues in controversy;
(f) Recusing himself or herself upon motion made by a party or upon
his or her own motion;
(g) Ordering, in his or her discretion, in a proceeding involving
more than one respondent, that the interested division indicate, on the
record, at least one day prior to the presentation of any evidence, each
respondent against whom that evidence will be offered;
(h) Subject to any limitations set forth elsewhere in these rules,
considering and ruling upon all procedural and other motions;
(i) Preparing an initial decision as provided in Sec. 201.360;
(j) Upon notice to all parties, reopening any hearing prior to the
filing of an initial decision therein, or, if no initial decision is to
be filed, prior to the time fixed for the filing of final briefs with
the Commission; and
(k) Informing the parties as to the availability of one or more
alternative means of dispute resolution, and encouraging the use of such
methods.
[[Page 149]]
Sec. 201.112 Hearing officer: Disqualification and withdrawal.
(a) Notice of disqualification. At any time a hearing officer
believes himself or herself to be disqualified from considering a
matter, the hearing officer shall issue a notice stating that he or she
is withdrawing from the matter and setting forth the reasons therefor.
(b) Motion for withdrawal. Any party who has a reasonable, good
faith basis to believe that a hearing officer has a personal bias, or is
otherwise disqualified from hearing a case, may make a motion to the
hearing officer that the hearing officer withdraw. The motion shall be
accompanied by an affidavit setting forth in detail the facts alleged to
constitute grounds for disqualification. If the hearing officer finds
himself or herself not disqualified, he or she shall so rule and shall
continue to preside over the proceeding.
Sec. 201.120 Ex parte communications.
(a) Except to the extent required for the disposition of ex parte
matters as authorized by law, the person presiding over an evidentiary
hearing may not:
(1) Consult a person or party on a fact in issue, unless on notice
and opportunity for all parties to participate; or
(2) Be responsible to or subject to the supervision or direction of
an employee or agent engaged in the performance of investigative or
prosecuting functions for the Commission.
(b) The Commission's code of behavior regarding ex parte
communications between persons outside the Commission and decisional
employees, 17 CFR 200.110 through 200.114, governs other prohibited
communications during a proceeding conducted under the Rules of
Practice.
Sec. 201.121 Separation of functions.
Any Commission officer, employee or agent engaged in the performance
of investigative or prosecutorial functions for the Commission in a
proceeding as defined in Sec. 201.101(a) may not, in that proceeding or
one that is factually related, participate or advise in the decision, or
in Commission review of the decision pursuant to Section 557 of the
Administrative Procedure Act, 5 U.S.C. 557, except as a witness or
counsel in the proceeding.
Sec. 201.140 Commission orders and decisions: Signature and availability.
(a) Signature required. All orders and decisions of the Commission
shall be signed by the Secretary or any other person duly authorized by
the Commission.
(b) Availability for inspection. Each order and decision shall be
available for inspection by the public from the date of entry, unless
the order or decision is nonpublic. A nonpublic order or decision shall
be available for inspection by any person entitled to inspect it from
the date of entry.
(c) Date of entry of orders. The date of entry of a Commission order
shall be the date the order is signed. Such date shall be reflected in
the caption of the order, or if there is no caption, in the order
itself.
Sec. 201.141 Orders and decisions: Service of orders instituting proceeding and other orders and decisions.
(a) Service of an order instituting proceedings. (1) By whom made.
The Secretary, or another duly authorized officer of the Commission,
shall serve a copy of an order instituting proceedings on each person
named in the order as a party. The Secretary may direct an interested
division to assist in making service.
(2) How made. (i) To individuals. Notice of a proceeding shall be
made to an individual by delivering a copy of the order instituting
proceedings to the individual or to an agent authorized by appointment
or by law to receive such notice. Delivery means--handing a copy of the
order to the individual; or leaving a copy at the individual's office
with a clerk or other person in charge thereof; or leaving a copy at the
individual's dwelling house or usual place of abode with some person of
suitable age and discretion then residing therein; or sending a copy of
the order addressed to the individual by U.S. Postal Service certified,
registered or Express Mail and obtaining a confirmation of receipt; or
giving confirmed telegraphic notice.
[[Page 150]]
(ii) To corporations or entities. Notice of a proceeding shall be
made to a person other than a natural person by delivering a copy of the
order instituting proceedings to an officer, managing or general agent,
or any other agent authorized by appointment or by law to receive such
notice, by any method specified in paragraph (a)(2)(i) of this section.
(iii) Upon persons registered with the Commission. In addition to
any other method of service specified in paragraph (a)(2) of this
section, notice may be made to a person currently registered with the
Commission as a broker, dealer, municipal securities dealer, government
securities broker, government securities dealer, investment adviser,
investment company or transfer agent by sending a copy of the order
addressed to the most recent business address shown on the person's
registration form by U.S. Postal Service certified, registered or
Express Mail and obtaining a confirmation of attempted delivery.
(iv) Upon persons in a foreign country. Notice of a proceeding to a
person in a foreign country may be made by any method specified in
paragraph (a)(2) of this section, or by any other method reasonably
calculated to give notice, provided that the method of service used is
not prohibited by the law of the foreign country.
(v) In stop order proceedings. Notwithstanding any other provision
of paragraph (a)(2) of this section, in proceedings pursuant to Sections
8 or 10 of the Securities Act of 1933, 15 U.S.C. 77h or 77j, or Sections
305 or 307 of the Trust Indenture Act of 1939, 15 U.S.C. 77eee or 77ggg,
notice of the institution of proceedings shall be made by personal
service or confirmed telegraphic notice, or a waiver obtain pursuant to
paragraph (a)(4) of this section.
(3) Certificate of service. The Secretary shall place in the record
of the proceeding a certificate of service identifying the party given
notice, the method of service, the date of service, the address to which
service was made and the person who made service. If service is made in
person, the certificate shall state, if available, the name of the
individual to whom the order was given. If service is made by U.S.
Postal Service certified, registered or Express Mail, the certificate
shall be accompanied by a confirmation of receipt or of attempted
delivery, as required. If service is made to an agent authorized by
appointment to receive service, the certificate shall be accompanied by
evidence of the appointment.
(4) Waiver of service. In lieu of service as set forth in paragraph
(a)(2) of this section, the party may be provided a copy of the order
instituting proceedings by first class mail or other reliable means if a
waiver of service is obtained from the party and placed in the record.
(b) Service of orders or decisions other than an order instituting
proceedings. Written orders or decisions issued by the Commission or by
a hearing officer shall be served promptly on each party pursuant to any
method of service authorized under paragraph (a) of this section or
Sec. 201.150(c). Service of orders or decisions by the Commission,
including those entered pursuant to delegated authority, shall be made
by the Secretary or, as authorized by the Secretary, by a member of an
interested division. Service of orders or decisions issued by a hearing
officer shall be made by the Secretary or the hearing officer.
Sec. 201.150 Service of papers by parties.
(a) When required. In every proceeding as defined in
Sec. 201.101(a), each paper, including each notice of appearance,
written motion, brief, or other written communication, shall be served
upon each party in the proceeding in accordance with the provisions of
this section; provided, however, that absent an order to the contrary,
no service shall be required for motions which may be heard ex parte.
(b) Upon a person represented by counsel. Whenever service is
required to be made upon a person represented by counsel who has filed a
notice of appearance pursuant to Sec. 201.102, service shall be made
pursuant to paragraph (c) of this section upon counsel, unless service
upon the person represented is ordered by the Commission or the hearing
officer.
(c) How made. Service shall be made by delivering a copy of the
filing. Delivery means:
[[Page 151]]
(1) Personal service--handing a copy to the person required to be
served; or leaving a copy at the person's office with a clerk or other
person in charge thereof, or, if there is no one in charge, leaving it
in a conspicuous place therein; or, if the office is closed or the
person to be served has no office, leaving it at the person's dwelling
house or usual place of abode with some person of suitable age and
discretion then residing therein;
(2) Mailing the papers through the U.S. Postal Service by first
class, registered, or certified mail or Express Mail delivery addressed
to the person;
(3) Sending the papers through a commercial courier service or
express delivery service; or
(4) Transmitting the papers by facsimile machine where the following
conditions are met:
(i) The persons serving each other by facsimile transmission have
agreed to do so in a writing, signed by each party, which specifies such
terms as they deem necessary with respect to facsimile machine telephone
numbers to be used, hours of facsimile machine operation, the provision
of non-facsimile original or copy, and any other such matters; and
(ii) Receipt of each document served by facsimile is confirmed by a
manually signed receipt delivered by facsimile machine or other means
agreed to by the parties.
(d) When service is complete. Personal service, service by U.S.
Postal Service Express Mail or service by a commercial courier or
express delivery service is complete upon delivery. Service by mail is
complete upon mailing. Service by facsimile is complete upon
confirmation of transmission by delivery of a manually signed receipt.
Sec. 201.151 Filing of papers with the Commission: Procedure.
(a) When to file. All papers required to be served by a party upon
any person shall be filed with the Commission at the time of service or
promptly thereafter. Papers required to be filed with the Commission
must be received within the time limit, if any, for such filing.
(b) Where to file. Filing of papers with the Commission shall be
made by filing them with the Secretary. When a proceeding is assigned to
a hearing officer, a person making a filing with the Secretary shall
promptly provide to the hearing officer a copy of any such filing,
provided, however, that the hearing officer may direct or permit filings
to be made with him or her, in which event the hearing officer shall
note thereon the filing date and promptly provide the Secretary with
either the original or a copy of any such filings.
(c) To whom to direct the filing. Unless otherwise provided, where
the Commission has assigned a case to a hearing officer, all motions,
objections, applications or other filings made during a proceeding prior
to the filing of an initial decision therein, or, if no initial decision
is to be filed, prior to the time fixed for the filing of briefs with
the Commission, shall be directed to and decided by the hearing officer.
(d) Certificate of service. Papers filed with the Commission or a
hearing officer shall be accompanied by a certificate stating the name
of the person or persons served, the date of service, the method of
service and the mailing address or facsimile telephone number to which
service was made, if not made in person. If the method of service to any
party is different from the method of service to any other party or the
method for filing with the Commission, the certificate shall state why a
different means of service was used.
Sec. 201.152 Filing of papers: Form.
(a) Specifications. Papers filed in connection with any proceeding
as defined in Sec. 201.101(a) shall:
(1) Be on one grade of unglazed white paper measuring 8\1/2\ x 11
inches, except that, to the extent that the reduction of larger
documents would render them illegible, such documents may be filed on
larger paper;
(2) Be typewritten or printed in either 10- or 12-point typeface or
otherwise reproduced by a process that produces permanent and plainly
legible copies;
(3) Include at the head of the paper, or on a title page, the name
of the Commission, the title of the proceeding, the names of the
parties, the subject of the particular paper or
[[Page 152]]
pleading, and the file number assigned to the proceeding;
(4) Be paginated with left hand margins at least 1 inch wide, and
other margins of at least 1 inch;
(5) Be double-spaced, with single-spaced footnotes and single-spaced
indented quotations; and
(6) Be stapled, clipped or otherwise fastened in the upper left
corner.
(b) Signature required. All papers must be dated and signed as
provided in Sec. 201.153.
(c) Suitability for recordkeeping. Documents which, in the opinion
of the Commission, are not suitable for computer scanning or
microfilming may be rejected.
(d) Number of copies. An original and three copies of all papers
shall be filed.
(e) Form of briefs. All briefs containing more than 10 pages shall
include a table of contents, an alphabetized table of cases, a table of
statutes, and a table of other authorities cited, with references to the
pages of the brief wherein they are cited.
(f) Scandalous or impertinent matter. Any scandalous or impertinent
matter contained in any brief or pleading or in connection with any oral
presentation in a proceeding may be stricken on order of the Commission
or the hearing officer.
Sec. 201.153 Filing of papers: Signature requirement and effect.
(a) General requirements. Following the issuance of an order
instituting proceedings, every filing of a party represented by counsel
shall be signed by at least one counsel of record in his or her name and
shall state that counsel's business address and telephone number. A
party who acts as his or her own counsel shall sign his or her
individual name and state his or her address and telephone number on
every filing.
(b) Effect of signature. (1) The signature of a counsel or party
shall constitute a certification that:
(i) the person signing the filing has read the filing;
(ii) to the best of his or her knowledge, information, and belief,
formed after reasonable inquiry, the filing is well grounded in fact and
is warranted by existing law or a good faith argument for the extension,
modification, or reversal of existing law; and
(iii) the filing is not made for any improper purpose, such as to
harass or to cause unnecessary delay or needless increase in the cost of
adjudication.
(2) If a filing is not signed, the hearing officer or the Commission
shall strike the filing, unless it is signed promptly after the omission
is called to the attention of the person making the filing.
Sec. 201.154 Motions.
(a) Generally. Unless made during a hearing or conference, a motion
shall be in writing, shall state with particularity the grounds
therefor, shall set forth the relief or order sought, and shall be
accompanied by a written brief of the points and authorities relied
upon. All written motions shall be served in accordance with
Sec. 201.150, be filed in accordance with Sec. 201.151, meet the
requirements of Sec. 201.152, and be signed in accordance with
Sec. 201.153. The Commission or the hearing officer may order that an
oral motion be submitted in writing. Unless otherwise ordered by the
Commission or the hearing officer, if a motion is properly made to the
Commission concerning a proceeding to which a hearing officer is
assigned, the proceeding before the hearing officer shall continue
pending the determination of the motion by the Commission. No oral
argument shall be heard on any motion unless the Commission or the
hearing officer otherwise directs.
(b) Opposing and reply briefs. Except as provided in Sec. 201.401,
briefs in opposition to a motion shall be filed within five days after
service of the motion. Reply briefs shall be filed within three days
after service of the opposition.
(c) Length limitation. A brief in support of or opposition to a
motion shall not exceed 10 pages, exclusive of pages containing any
table of contents, table of authorities, and/or addendum. Requests for
leave to file briefs in excess of 10 pages are disfavored.
[[Page 153]]