[Title 17 CFR ]
[Code of Federal Regulations (annual edition) - April 1, 2010 Edition]
[From the U.S. Government Printing Office]



[[Page i]]

          

          17


          Parts 200 to 239

                         Revised as of April 1, 2010


          Commodity and Securities Exchanges
          



________________________

          Containing a codification of documents of general 
          applicability and future effect

          As of April 1, 2010
          With Ancillaries
                    Published by
                    Office of the Federal Register
                    National Archives and Records
                    Administration
                    A Special Edition of the Federal Register

[[Page ii]]

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                            Table of Contents



                                                                    Page
  Explanation.................................................       v

  Title 17:
          Chapter II--Securities and Exchange Commission             3
  Finding Aids:
      Table of CFR Titles and Chapters........................     787
      Alphabetical List of Agencies Appearing in the CFR......     807
      List of CFR Sections Affected...........................     817

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                     ----------------------------

                     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, 2010), 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, 2001, consult either the List of CFR Sections Affected, 1949-
1963, 1964-1972, 1973-1985, or 1986-2000, published in eleven separate 
volumes. For the period beginning January 1, 2001, 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.
    What if the material incorporated by reference cannot be found? If 
you have any problem locating or obtaining a copy of material listed 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 202-741-6010.

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 Authorities 
and Rules. A list of CFR titles, chapters, subchapters, 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

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in the Code of Federal Regulations.

INQUIRIES

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the top of odd-numbered pages.
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or write to the Director, Office of the Federal Register, National 
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ELECTRONIC SERVICES

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CFR Sections Affected), The United States Government Manual, the Federal 
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    The Office of the Federal Register also offers a free service on the 
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register. The NARA site also contains links to GPO Access.

    Raymond A. Mosley,
    Director,
    Office of the Federal Register.
    April 1, 2010.







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                               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, 2010.

    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.

    For this volume, Cheryl E. Sirofchuck was Chief Editor. The Code of 
Federal Regulations publication program is under the direction of 
Michael L. White, assisted by Ann Worley.

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              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...........................         139
202             Informal and other procedures...............         203
203             Rules relating to investigations............         219
204             Rules relating to debt collection...........         221
205             Standards of professional conduct for 
                    attorneys appearing and practicing 
                    before the Commission in the 
                    representation of an issuer.............         238
209             Forms prescribed under the Commission's 
                    rules of practice.......................         244
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....................................         245
211             Interpretations relating to financial 
                    reporting matters.......................         346
228

[Reserved]

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.....................................         348
230             General rules and regulations, Securities 
                    Act of 1933.............................         528
231             Interpretative releases relating to the 
                    Securities Act of 1933 and general rules 
                    and regulations thereunder..............         721
232             Regulation S-T--General rules and 
                    regulations for electronic filings......         728
239             Forms prescribed under the Securities Act of 
                    1933....................................         754

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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 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 Trading and Markets.
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.
200.28 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 Trading and 
          Markets.
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.
200.30-7 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--200.30-12 [Reserved]
200.30-13 Delegation of authority to Associate Executive Director of the 
          Office of Financial Management.
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.

                   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.

[[Page 6]]

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 General provisions.
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.

[[Page 7]]

200.554 Public availability of information.

 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

200.800 OMB control numbers assigned pursuant to the Paperwork Reduction 
          Act



              Subpart A_Organization and Program Management

    Authority: 15 U.S.C. 77o, 77s, 77sss, 78d, 78d-1, 78d-2, 78w, 
78ll(d), 78mm, 80a-37, 80b-11, and 7202, unless otherwise noted.
    Sections 200.27 and 200.30-6 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, 78q, 78s, and 78eee.
    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.

[[Page 8]]

    (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.
    (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

[[Page 9]]

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 
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

[[Page 10]]

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 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 Office relationships.

    (a)(1) Division and Office Heads in the Headquarters Office (100 F 
Street, NE., 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 for the direction and 
supervision of his or her work force and for the execution of all 
programs in his or her office's region as shown in paragraph (b) of this 
section, in accordance with established policy, and reports, on 
enforcement matters, to the Deputy Director of the Division of 
Enforcement who is responsible for Regional Office enforcement matters 
and, on examination matters, to the Director of the Office of Compliance 
Inspections and Examinations. The Director of Regional Office Operations 
interacts with the Regional Directors and their staff on operational and 
administrative/management issues and serves as their representative in 
the Commission's Washington Headquarters in those areas.
    (b) Regional Directors of the Commission.

    Atlanta Regional Office: Alabama, Georgia, North Carolina, South 
Carolina, and Tennessee--Regional Director, 3475 Lenox Road, NE., Suite 
1000, Atlanta, GA 30326-1232.
    Boston Regional Office: Connecticut, Maine, Massachusetts, New 
Hampshire, Rhode Island, and Vermont--Regional Director, 33 Arch Street, 
23rd Floor, Boston, MA 02110-1424.
    Chicago Regional Office: Kentucky, Illinois, Indiana, Iowa, 
Michigan, Minnesota, Missouri, Ohio, and Wisconsin--Regional Director, 
175 West Jackson Boulevard, Suite 900, Chicago, IL 60604-2908.
    Denver Regional Office: Colorado, Kansas, Nebraska, New Mexico, 
North Dakota, South Dakota, and Wyoming--Regional Director, 1801 
California Street, Suite 1500, Denver, CO 80202-2656.
    Fort Worth Regional Office: Arkansas, Kansas (for certain purposes), 
Oklahoma, and Texas--Regional Director, Burnett

[[Page 11]]

Plaza, Suite 1900, 801 Cherry Street, Unit 18, Fort Worth, TX 
76102-6882.
    Los Angeles Regional Office: Arizona, Southern California (zip codes 
93599 and below, except 93200-93299), Guam, Hawaii, and Nevada--Regional 
Director, 5670 Wilshire Boulevard, 11th Floor, Los Angeles, CA 90036-
3648.
    Miami Regional Office: Florida, Louisiana, Mississippi, Puerto Rico, 
and the Virgin Islands--Regional Director, 801 Brickell Avenue, Suite 
1800, Miami, FL 33131-4901.
    New York Regional Office: New York and New Jersey--Regional 
Director, 3 World Financial Center, Suite 400, New York, NY 10281-1022.
    Philadelphia Regional Office: Delaware, District of Columbia, 
Maryland, Pennsylvania, Virginia, and West Virginia--Regional Director, 
701 Market Street, Suite 2000, Philadelphia, PA 19106-1532.
    Salt Lake City Regional Office: Utah--Regional Director, 15 W. South 
Temple Street, Suite 1800, Salt Lake City, UT 84101-1573.
    San Francisco Regional Office: Alaska, Northern California (zip 
codes 93600 and up, plus 93200-93299), Idaho, Montana, Oregon, and 
Washington--Regional Director, 44 Montgomery Street, Suite 2600, San 
Francisco, CA 94104-4716.

    (c) The geographic allocation set forth in paragraph (b) of this 
section 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 offices.

[73 FR 32223, June 5, 2008]



Sec.  200.12  Functional responsibilities.

    This section sets forth the administrative and substantive 
responsibilities of the Division Directors, Office Heads, Regional 
Directors, 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.

[37 FR 23826, Nov. 9, 1972, as amended at 59 FR 5943, Feb. 9, 1994; 60 
FR 14624, Mar. 20, 1995; 73 FR 32223, June 5, 2008]



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 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:

[[Page 12]]

    (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 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

[[Page 13]]

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:
    (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.

[[Page 14]]

    (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 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

[[Page 15]]

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 Trading and Markets.

    The Director of the Division of Trading and Markets 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. In 
addition, these responsibilities include administering the Commission's 
rules related to supervised investment bank holding companies and 
ultimate holding companies of brokers or dealers that compute deductions 
for market and credit risk pursuant to Sec.  240.15c3-1e of this 
chapter. This supervision includes the assessment of internal risk 
management controls and mathematical models used to calculate net 
capital and allowances for market, credit, and operational risks. 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

[[Page 16]]

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 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.

[37 FR 16792, Aug. 19, 1972, as amended at 43 FR 13376, Mar. 30, 1978; 
60 FR 14625, Mar. 20, 1995; 69 FR 34461, June 21, 2004; 73 FR 40152, 
July 11, 2008]



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), except those arising under section 
30(h) of the Act (15 U.S.C. 80a-29(h)).
    (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.

[[Page 17]]

    (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) (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 Sec. Sec.  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; 67 FR 43535, July 8, 2002]



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

[[Page 18]]

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 involving 
questions of law; for the conduct of administrative proceedings relating 
to the disqualification of lawyers from practice before the Commission; 
for conducting preliminary investigations, as described in 17 CFR 
202.5(a), into potential violations of 17 CFR 201.102(e) by attorneys; 
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 102(e) of the 
Commission's Rules of Practice (Sec.  201.102(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

[[Page 19]]

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 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; 69 FR 13174, Mar. 
19, 2004; 71 FR 27385, May 11, 2006]



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, 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, as amended at 73 FR 32224, June 5, 2008]



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

[[Page 20]]

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]



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

[[Page 21]]

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, 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 or her geographic region as set forth in Sec.  
200.11(b), subject to review, on enforcement matters, by the Deputy 
Director of the Division of Enforcement who is responsible for Regional 
Office enforcement matters and, on examination matters, by the Director 
of the Office of Compliance Inspections and Examinations, and subject to 
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 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 area. In addition, the Regional Director of the New York 
Regional Office is responsible for the Commission's participation in 
cases under chapters 9 and 11 of the Bankruptcy Code in Connecticut, 
Maine, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, 
Rhode Island, and Vermont; the Regional Director of the Atlanta Regional 
Office is responsible for such participation in Alabama, Delaware, 
District of Columbia, Florida, Georgia, Louisiana, Maryland, 
Mississippi, North Carolina, Puerto Rico, South Carolina, Tennessee, 
Virgin Islands, Virginia, and West Virginia; the Regional Director of

[[Page 22]]

the Chicago Regional Office is responsible for such participation in 
Arkansas, Colorado, Illinois, Indiana, Iowa, Kansas, Kentucky, Michigan, 
Minnesota, Missouri, Nebraska, New Mexico, North Dakota, Ohio, Oklahoma, 
South Dakota, Texas, Wisconsin, and Wyoming; and the Regional Director 
of the Los Angeles Regional Office is responsible for such participation 
in Alaska, Arizona, California, Guam, Hawaii, Idaho, Montana, Nevada, 
Oregon, Utah, and Washington.

[73 FR 32224, June 5, 2008]



Sec.  200.28  Issuance of instructions.

    (a) Within the spheres of responsibilities heretofore set forth, 
Division and Office Heads, and all Regional Directors 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.

[27 FR 12712, Dec. 22, 1962, as amended at 73 FR 32224, June 5, 2008]



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 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));

[[Page 23]]

    (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).
    (9) To determine whether to object, pursuant to Rule 401(g)(1) 
(Sec.  230.401(g)(1) of this chapter), and to notify issuers, pursuant 
to Rule 401(g)(2) (Sec.  230.401(g)(2) of this chapter), of an objection 
to the use of an automatic shelf registration as defined in Rule 405 
(Sec.  230.405 of this chapter) or any post-effective amendment thereto 
that becomes effective immediately pursuant to Rule 462 (Sec.  230.462 
of this chapter).
    (10) To authorize the granting or denial of applications, upon a 
showing of good cause, that it is not necessary under the circumstances 
that the issuer be considered an ineligible issuer as defined in Rule 
405.
    (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 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

[[Page 24]]

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 Sec. Sec.  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(f) (Sec.  240.14d-10(f) 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 13e-4(g) (Sec.  240.13e-
4(g) of this chapter) or rule 14d-1(b) (Sec.  240.14d-1(b) 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 sections 
14(d)(1) through 14(d)(7) of the Exchange Act, rule 13e-4, Regulation 
14D (Sec. Sec.  240.14d-1--240.14d-103 of this chapter) and Schedules TO 
and 14D-9 thereunder (Sec. Sec.  240.14d-100 and 240.14d-101 of this 
chapter), and rule 14e-1 of Regulation 14E (Sec. Sec.  240.14e-1--
240.14f-1 of this chapter), to such offer is necessary or appropriate in 
the public interest.

[[Page 25]]

    (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 (Sec. Sec.  240.14d-1 through 
240.14d-11 of this chapter) and Schedules 13E-3, TO, and 14D-9 
(Sec. Sec.  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 (Sec. Sec.  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)).
    (17) At the request of a foreign private issuer, pursuant to Rule 
12h-6 (Sec.  240.12h-6 of this chapter), to accelerate the termination 
of the registration of a class of securities under section 12(g) of the 
Act (15 U.S.C. 78l(g)) or the duty to file reports under section 13(a) 
of the Act (15 U.S.C. 78m(a)) or section 15(d) of the Act (15 U.S.C. 
78o(d)).
    (18) To review and, either unconditionally or upon specified terms 
and conditions, grant or deny exemptions from the requirements of Rules 
14a-3(b) and 14c-3(a) (Sec. Sec.  240.14a-3(b) and 240.14c-3(a) of this 
chapter) under the Act pursuant to Section 36 of the Act, in cases where 
upon examination, the matter does not appear to the Director to present 
significant issues that have not been addressed previously 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, 
where an applicant demonstrates that it:
    (i) Is required to hold a meeting of security holders as a result of 
an action taken by one or more of the applicant's security holders 
pursuant to state law;
    (ii) Is unable to comply with the requirements of Rule 14a-3(b) or 
Rule 14c-3(a) under the Act for audited financial statements to be 
included in the annual report to security holders to be furnished to 
security holders in connection with the security holder meeting required 
to be held as a result of the security holder demand under state law;
    (iii) Has made a good faith effort to furnish the audited financial 
statements before holding the security holder meeting;
    (iv) Has made a determination that it has disclosed to security 
holders all available material information necessary for the security 
holders to make an informed voting decision in accordance with 
Regulation 14A or Regulation 14C (Sec. Sec.  240.14a-1-240.14b-2 or 
Sec. Sec.  240.14c-1-240.14c-101 of this chapter); and
    (v) Absent a grant of exemptive relief, it would be forced to 
violate either state law or the rules and regulations administered by 
the Commission.
    (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

[[Page 26]]

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 
Trading and Markets, 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 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 
Trading and Markets.

    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 Trading and Markets 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 (Sec. Sec.  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

[[Page 27]]

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) (Sec. Sec.  
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 (Sec. Sec.  
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 
(Sec. Sec.  240.14e-4, 240.14e-5, and 240.15c2-11 of this chapter), and 
Rules 101, 102, 104, and 105 of Regulation M (Sec. Sec.  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 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; and
    (vi)(A) To review amendments to applications of brokers or dealers 
filed pursuant to Sec.  240.15c3-1e and Sec.  240.15c3-1g of this 
chapter and to approve such amendments, unconditionally or subject to 
specified terms and conditions;
    (B) To grant extensions and exemptions from the notification 
requirements of Sec.  240.15c3-1g(e) of this chapter, unconditionally or 
subject to specified terms and conditions;
    (C) To impose additional conditions, pursuant to Sec.  240.15c3-
1e(e) of this chapter, on a broker or dealer that computes certain of 
its net capital deductions pursuant to Sec.  240.15c3-1e of this chapter 
or on an ultimate holding company of the broker or dealer that is not an 
ultimate holding company that has a principal regulator, as defined in 
Sec.  240.15c3-1(c)(13)(ii) of this chapter;
    (D) To require that a broker or dealer or the ultimate holding 
company of the broker or dealer provide information to the Commission 
pursuant to Sec.  240.15c3-1e(a)(1)(viii)(G), Sec.  240.15c3-
1e(a)(1)(ix)(C), Sec.  240.15c3-1e(a)(4), Sec.  240.15c3-1g(b)(1)(i)(H), 
and Sec.  240.15c3-1g(2)(i)(C) of this chapter; and
    (E) To determine, pursuant to Sec.  240.15c3-1e(a)(10)(ii), that the 
notice that a broker or dealer must provide to the Commission pursuant 
to Sec.  240.15c3-1e(a)(10)(i) of this chapter will become effective for 
a shorter or longer period of time.
    (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

[[Page 28]]

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)(i) 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.
    (ii) Pursuant to section 36(a) of the Act (15 U.S.C. 78mm(a)) to 
review and, either unconditionally or on specified terms and conditions, 
grant or deny exemptions from the collateral requirements of paragraph 
(b)(3) of Rule 15c3-3 of the Act (Sec.  240.15c3-3 of this chapter) for 
a type of collateral after concluding that the characteristics of such 
collateral are substantially comparable to the characteristics of a type 
of collateral previously exempted by the Commission.
    (iii) Pursuant to section 36(a) of the Act (15 U.S.C. 78mm(a)), to 
review and grant written applications for an exemption, unconditionally 
or subject to specified terms and conditions, for a broker or dealer to 
utilize a clearing agency registered with the Commission under section 
17A of the Act (15 U.S.C. 78q-1) or a derivatives clearing organization 
registered with the Commodity Futures Trading Commission under section 
5b of the Commodity Exchange Act (7 U.S.C. 7a-1) that does not meet the 
requirements of 17 CFR 240.15c3-3a, Note G.(b)(1)(i) through (iii).
    (11) Upon written application or upon its own motion, either 
unconditionally or on specified terms and conditions, to grant or deny 
by order an exemption from the requirements of Regulation SHO (Sec.  
242.200 of this chapter) under the Act pursuant to Section 36 of the Act 
(15 U.S.C. 78mm).
    (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. The Division 
shall issue such notices of proposed rule changes within 15 business 
days of filing by the self-regulatory organization unless the Director 
of the Division personally otherwise directs. If the Director has so 
directed, the Division Director shall promptly notify the Commission and 
either the Commission or the Director may order publication of the 
notice thereafter.
    (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

[[Page 29]]

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.
    (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 
consolidated transaction reporting declared effective by the Commission 
pursuant to Rule 601 (17 CFR 242.601) or its predecessors, Rule 11Aa3-1 
and Rule 17a-15, and to grant exemptions from Rule 601 pursuant to Rule 
601(f) (17 CFR 242.601(f)) 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 602 (17 CFR 242.602), pursuant to 
Rule 602(d) (17 CFR 242.602(d)).
    (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.

[[Page 30]]

    (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 plans and plan amendments filed pursuant to Rule 17d-2 
and to approve such plans and plan amendments.
    (35) [Reserved]
    (36) To grant exemptions from Rule 603 (17 CFR 242.603), pursuant to 
Rule 603(d) (17 CFR 242.603(d)).
    (37) Pursuant to Rule 600 (17 CFR 242.600), 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 17 CFR 242.608(e), to grant or deny exemptions from 17 
CFR 242.608.
    (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 (15 U.S.C. 78k-1(b)) and 
Rule 609 thereunder (17 CFR 242.609), to publish notice of and, by 
order, grant under section 11A(b) of the Act and Rule 609

[[Page 31]]

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 (Sec. Sec.  
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) [Reserved]
    (59) Pursuant to paragraph (f)(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 604 (17 CFR 242.604), pursuant to 
Rule 604(c) (17 CFR 242.604(c)).
    (62) 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)).
    (63) 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.
    (64) 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.
    (65) Pursuant to Sec.  240.17a-12 of this chapter:
    (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.
    (66) 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),

[[Page 32]]

240.15Ba2-2(e)(4), 240.15Bc3-1(e), 240.15Ca2-1(c)(4), and 240.15Cc1-
1(d)).
    (67) 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).
    (68) Pursuant to Rule 605(b) (17 CFR 242.605(b)), to grant or deny 
exemptions, conditionally or unconditionally, from any provision or 
provisions of Rule 605 (17 CFR 242.605).
    (69) Pursuant to Rule 606(c) (17 CFR 242.606(c)), to grant or deny 
exemptions, conditionally or unconditionally, from any provision or 
provisions of Rule 606 (17 CFR 242.606).
    (70) Pursuant to Sections 15(a)(2) and 36 of the Act (15 U.S.C. 
78o(a)(2) and 78mm), to review and, either unconditionally or on 
specified terms and conditions, to grant or deny exemptions to any bank, 
savings association, or savings bank from the broker-dealer registration 
requirements of Section 15(a)(1) of the Act (15 U.S.C. 78o(a)(1)) or any 
applicable provision of this Act (15 U.S.C. 78c et seq.) and the rules 
and regulations thereunder based solely on such bank's, savings 
association's, or savings bank's status as a broker or dealer.
    (71) Pursuant to section 6(a) of the Act, 15 U.S.C. 78f(a), and Rule 
6a-1 thereunder, 17 CFR 240.6a-1:
    (i) To publish a notice of filing of an application for registration 
as a national securities exchange, or for exemption from registration 
based on limited volume;
    (ii) To publish amendments to an application for registration as a 
national securities exchange, or for exemption from registration based 
on limited volume; and
    (iii) To extend deadlines for submission of comments to an 
application for registration as a national securities exchange, or for 
exemption from registration based on limited volume; and amendments to 
an application for registration as a national securities exchange, or 
for exemption from registration based on limited volume.
    (72) 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 rule 17a-25 of the Act (Sec.  240.17a-25 of this 
chapter).
    (73) Pursuant to Section 19(b)(7)(A) of the Act, 15 U.S.C. 
78s(b)(7)(A), to publish notices of proposed rule changes filed by self-
regulatory organizations relating to security futures products.
    (74) Pursuant to Section 19(b)(7)(C) of the Act, 15 U.S.C. 
78s(b)(7)(C), to abrogate a change in the rules of a self-regulatory 
organization relating to security futures products and require that it 
be refiled in accordance with Section 19(b)(1) of the Act, 15 U.S.C. 
78s(b)(1).
    (75) Pursuant to Section 6(g)(3) of the Act, 15 U.S.C. 78f(g)(3), to 
publish acknowledgement of receipt of a notice of registration as a 
national securities exchange for the sole purpose of trading security 
futures products under Section 6(g) of the Act and Rule 6a-4 of the Act 
(17 CFR 240.6a-4).
    (76) Pursuant to section 36 of the Act (15 U.S.C. 78mm) to review 
and grant or deny exemptions from the rule filing requirements of 
section 19(b) (15 U.S.C. 78s(b)) of the Act, in a case where a self-
regulatory organization elects to incorporate by reference one or more 
rules of another self-regulatory organization, provided that the 
following specified terms and conditions are met:
    (i) A self-regulatory organization electing to incorporate rules of 
another self-regulatory organization has requested to incorporate rules 
other than trading rules (e.g., the self-regulatory organization has 
requested to incorporate rules such as margin, suitability, 
arbitration);
    (ii) A self-regulatory organization electing to incorporate rules of 
another self-regulatory organization has requested to incorporate by 
reference categories of rules (rather than to incorporate individual 
rules within a category); and
    (iii) The incorporating self-regulatory organization has reasonable 
procedures in place to provide written notice to its members each time a 
change is proposed to the incorporated rules of another self-regulatory 
organization.
    (77) To review amendments to a supervised investment bank holding 
company's Notice of Intention, and to approve such amendments pursuant 
to paragraph (d)(2)(ii) of Rule 17i-2 (17 CFR 240.17i-2(d)(2)(ii)) after 
reviewing

[[Page 33]]

the amended notice of intention to determine whether the amendment is 
necessary or appropriate in furtherance of the purposes of section 17 of 
the Act (15 U.S.C. 78q).
    (78) To consider requests by supervised investment bank holding 
companies for exemptions from the requirement, and extensions of time 
within which, to file reports and notices required by Rule 17i-6 (17 CFR 
240.17i-6), and to grant or deny such requests pursuant to paragraph (f) 
of that Rule (17 CFR 240.17i-6(f)).
    (79) To consider requests by supervised investment bank holding 
companies for exemptions from the requirement, and extensions of time 
within which, to file notices required by Rule 17i-8 (17 CFR 240.17i-8), 
and to grant or deny such requests pursuant to paragraph (d) of that 
Rule (17 CFR 240.17i-8(d)).
    (80) To calculate the amount of fees and assessments due from 
covered SROs based on the trade data that the covered SROs submit on 
Form R31 (17 CFR 249.11) and to issue Section 31 bills to covered SROs, 
in consultation with the Executive Director and the Chief Economist, 
pursuant to Rules 31 and 31T of this chapter (17 CFR 240.31 and 
240.31T).
    (81) To grant or deny exemptions from Rule 610 (17 CFR 242.610), 
pursuant to Rule 610(e) (17 CFR 242.610(e)).
    (82) To grant or deny exemptions from Rule 611 (17 CFR 242.611), 
pursuant to Rule 611(d) (17 CFR 242.611(d)).
    (83) To grant or deny exemptions from Rule 612 (17 CFR 242.612), 
pursuant to Rule 612(c) (17 CFR 242.612(c)).
    (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 34]]

    (g) To consult on behalf of the Commission pursuant to section 
18(t)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1828(t)(1)) 
with respect to matters described in Sec.  200.19a.
    (h) To consult on behalf of the Commission pursuant to sections 
5318A(a)(4), 5318A(e)(2) and 5318(h)(2) of the Bank Secrecy Act (31 
U.S.C. 5318A(a)(4), 5318A(e)(2) and 5318(h)(2)) with respect to matters 
described in Sec.  200.19a.
    (i) To consult on behalf of the Commission pursuant to the Uniting 
and Strengthening America by Providing Appropriate Tools Required to 
Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), as 
amended (Pub. L. 107-56 (2001), 115 Stat. 272) with respect to matters 
described in Sec.  200.19a.
    (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 chapter), from the 
electronic submission requirements of Regulation S-T (part 232 of this 
chapter).
    (l) 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

[[Page 35]]

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 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)).
    (12) Pursuant to Section 36 of the Securities Exchange Act of 1934 
(15 U.S.C. 78mm) to review and, either unconditionally or on specified 
terms and conditions, grant, or deny exemptions from rule 17a-25 of the 
Act (Sec.  240.17a-25 of this chapter), provided that the Division of 
Trading and Markets is notified of any such granting or denial of an 
exemption.
    (13) For the period from August 11, 2009 through August 11, 2010, to 
order the making of private 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 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)). Orders 
issued pursuant to this delegation during this period will continue to 
have effect after August 11, 2010.
    (14) To submit witness immunity requests to the U.S. Attorney 
General for approval to seek an order compelling

[[Page 36]]

an individual to give testimony or provide other information pursuant to 
a subpoena that may be necessary to the public interest in connection 
with investigations and related enforcement actions pursuant to section 
22(b) of the Securities Act of 1933 (15 U.S.C. 77v(b)), section 21(c) of 
the Securities Exchange Act of 1934 (15 U.S.C. 78u(c)), section 42(c) of 
the Investment Company Act of 1940 (15 U.S.C. 80a-41(c)) and section 
209(c) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-9(c)).
    (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]

    Editorial Note: For Federal Register citations affecting Sec.  
200.30-4, see the List of CFR Sections Affected, which appears in the 
Finding Aids section of the printed volume and on GPO Access.



Sec.  200.30-5  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 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:

[[Page 37]]

    (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 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;

[[Page 38]]

    (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 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

[[Page 39]]

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).
    (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

[[Page 40]]

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 (Sec. Sec.  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) To consult on behalf of the Commission pursuant to sections 
5318A(a)(4), 5318A(e)(2) and 5318(h)(2) of the Bank Secrecy Act (31 
U.S.C. 5318A(a)(4), 5318A(e)(2) and 5318(h)(2)) with respect to matters 
described in Sec.  200.20b.
    (h) To consult on behalf of the Commission pursuant to the Uniting 
and Strengthening America by Providing Appropriate Tools Required to 
Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), as 
amended (Pub. L. 107-56 (2001), 115 Stat. 272) with respect to matters 
described in Sec.  200.20b.
    (i) 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.), Sec. Sec.  230.251-230.263, and Sec. Sec.  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.
    (j) 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.
    (k) 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).
    (l) 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.
    (m) 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, and grant or deny as appropriate, continuing 
hardship exemptions pursuant to rule 202 of Regulation S-T (Sec. Sec.  
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.

[[Page 41]]



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, 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.

[[Page 42]]



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., 
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., the 
provisions of Rule 102(e) of the Commission's Rules of Practice, Section 
201.102(e) of this chapter, and Title I of the Sarbanes-Oxley Act of 
2002, 15 U.S.C. 7211-7219;
    (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, or under part 201, subpart F of 
the Commission's Rules pertaining to Fair Fund and Disgorgement Plans, 
Sec. Sec.  201.1100-201.1106;
    (5) To permit the filing of briefs with the Commission exceeding 
14,000 words in length, pursuant to Rule 450(c) of the Commission's Rule 
of Practice, Sec.  201.450(c) of this chapter, and to permit the filing 
of motions with the Commission in excess of 7,000 words pursuant to Rule 
154(c) of the Commission's Rules of Practice, Sec.  201.154(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(a), section 43 of the Investment 
Company Act of 1940, 15 U.S.C. 80a-42, section 213 of the Investment 
Advisers Act of 1940, 15 U.S.C. 80b-13, and Title I of the Sarbanes-
Oxley Act of 2002, 15 U.S.C. 7211-7219;
    (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, Sec. Sec.  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 1103 of the Commission's Rules of 
Practice (Sec.  201.1103 of this chapter) notice for fair fund and 
disgorgement plans, and if no negative comments are received, to issue 
orders approving proposed fair fund plans and disgorgement plans 
pursuant to Rule 1104 of the Commission's Rules of Practice (Sec.  
201.1104 of this chapter). As part of this plan approval, the 
requirement set forth in Rule

[[Page 43]]

1105(c) (Sec.  201.1105(c) of this chapter) may be waived if the fair or 
disgorgement funds are held at the U.S. Department of the Treasury and 
will be disbursed by Treasury. Upon the motion of the staff for good 
cause shown, to approve the publication of proposed fair fund plans and 
disgorgement plans that omit plan elements required by Rule 1101 of the 
Commission's Rules of Practice (Sec.  201.1101 of this chapter).
    (12) To issue orders instituting previously authorized 
administrative proceedings pursuant to sections 15(b)(4) or (6), 15B, 
15C, or 17A of the Securities Exchange Act of 1934 (15 U.S.C. 78o(b)(4) 
or (6), 78o-4, 78o-5, or 78q-1), and section 203(e) or (f) of the 
Investment Advisers Act of 1940 (15 U.S.C. 80b-3(e) or (f)), based on 
the entry of an injunction or a criminal conviction, and to issue 
findings and orders in such cases where a respondent consents to a bar 
from association.
    (b) To order the making of private investigations pursuant to 
section 21(a) of the Securities Exchange Act of 1934, 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) To authenticate all Commission documents produced for 
administrative or judicial proceedings.
    (d) 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.

[35 FR 17989, Nov. 24, 1970. Redesignated at 37 FR 16792, Aug. 19, 1972]

    Editorial Note: For Federal Register citations affecting Sec.  
200.30-7, see the List of CFR Sections Affected, which appears in the 
Finding Aids section of the printed volume and on GPO Access.



Sec.  200.30-8  [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 
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., 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:

[[Page 44]]

    (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 14,000 words 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 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;
    (8) 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.
    (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.

[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; 69 FR 13174, Apr. 19, 2004; 70 FR 72569, Dec. 5, 2005; 71 FR 
71037, Dec. 8, 2006]



Sec. Sec.  200.30-11--200.30-12  [Reserved]



Sec.  200.30-13  Delegation of authority to Associate Executive 
Director of the Office of Financial Management.

    Pursuant to the provisions of 15 U.S.C. 78d-1 and 78d-2, the 
Securities and Exchange Commission hereby delegates, until the 
Commission orders otherwise, the following functions to the Associate 
Executive Director of the Office of Financial Management, 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) The compromise and collection of federal claims as required by 
the Federal Claims Collection Act of 1966, as amended and recodified at 
31 U.S.C. 3701-3720, in conformance with standards and procedures 
jointly promulgated by the Secretary of the Treasury and the Attorney 
General of the United States in 31 CFR Parts 900-904.
    (b) The administration of filing fee account procedures and policies 
established in Sec.  202.3a of this chapter.

[68 FR 50954, Aug. 22, 2003]



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

[[Page 45]]

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 
Sec. Sec.  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 Sec. Sec.  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 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., 
the provisions of Rule 102(e) of the Commission Rules of Practice, Sec.  
201.102(e) of this chapter, and Title I of the Sarbanes-Oxley Act of 
2002, 15 U.S.C. 7211-7219:
    (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 request additional briefs or 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.

[[Page 46]]

    (xi) To determine whether to permit or require that a record of 
proceedings be supplemented with additional evidence.
    (xii) To issue an order setting the effective date of sanctions that 
were stayed pending appeal to the federal courts, upon issuance of the 
mandate affirming the Commission's order imposing those sanctions.
    (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.
    (xv) To issue an order raising, pursuant to the provisions of Rule 
411(d) of the Commission's Rules of Practice, Sec.  201.411(d) of this 
chapter, any matter relating to whether any sanction, and if so what 
sanction, is in the public interest.
    (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 conducted under sections 19(d), (e), 
and (f) of the Securities Exchange Act of 1934, 15 U.S.C. 78s(d), (e), 
and (f), and Title I of the Sarbanes-Oxley Act of 2002, 15 U.S.C. 7211-
7219, to determine that an application for review under any of those 
sections has been abandoned, under the provisions of Rule 420 or 440 of 
the Commission's Rules of Practice, Sec.  201.420 or 201.440 of this 
chapter, or otherwise, and accordingly to issue an order dismissing the 
application.
    (5) With respect to proceedings conducted 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., the provisions of Rule 102(e) of the 
Commission's Rules of Practice, Sec.  201.102(e) of this chapter, and 
Title I of the Sarbanes-Oxley Act of 2002, 15 U.S.C. 7211-7219, to 
determine applications to stay Commission orders pending appeal of those 
orders to the federal courts and to determine application 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), or by 
the Public Company Accounting Oversight Board pursuant to Title I of the 
Sarbanes-Oxley Act of 2002, 15 U.S.C. 7211-7219, to grant or deny 
requests for oral argument in accordance with the provisions of Rule 451 
of the Commission's Rules of Practice, Sec.  201.451 of this chapter.
    (8) In connection with Commission review of actions taken by the 
Public Company Accounting Oversight Board pursuant to Title I of the 
Sarbanes-Oxley Act of 2002, 15 U.S.C. 7211-7219, to determine whether to 
lift the automatic stay of a disciplinary sanction.
    (h) Notwithstanding anything in paragraph (g) of this section, the 
functions described in paragraph (g) of this

[[Page 47]]

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.
    (m)(1) 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 of the Securities Exchange Act of 1934 (15 U.S.C. 78u) 
including for possible violations by attorneys of Rule 102(e) of the 
Commission Rules of Practice (17 CFR 201.102(e)).
    (2) To terminate the authority of officers 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 of the Securities Exchange Act of 1934 (15 U.S.C. 78u) 
including for possible violations by attorneys of Rule 102(e) of the 
Commission Rules of Practice (17 CFR 201.102(e)).

[47 FR 20288, May 12, 1982]

    Editorial Note: For Federal Register citations affecting Sec.  
200.30-14, see the List of CFR Sections Affected, which appears in the 
Finding Aids section of the printed volume and on GPO Access.



Sec.  200.30-15  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 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

[[Page 48]]

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)(1) 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.
    (2) Pursuant to section 17(b)(1)(B) of the Exchange Act (15 U.S.C. 
78q(b)(1)(B)), prior to any examination of a broker or dealer registered 
pursuant to section 6(g) of the Exchange Act (15 U.S.C. 78f(g)) or a 
national securities association registered pursuant to section 15A(k) of 
the Exchange Act (15 U.S.C. 78o-3(k)), to notify and consult with the 
Commodity Futures Trading

[[Page 49]]

Commission regarding the feasibility and desirability of coordinating 
such examination with examinations conducted by the Commodity Futures 
Trading Commission in order to avoid unnecessary regulatory duplication 
or undue regulatory burdens.
    (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) Pursuant to Section 36 of the Exchange Act (15 U.S.C. 78mm) to 
review and, either unconditionally or on specified terms and conditions, 
grant, or deny exemptions from rule 17a-25 of the Act (Sec.  240.17a-25 
of this chapter), provided that the Division of Trading and Markets is 
notified of any such granting or denial of an exemption.
    (i) 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.
    (j) 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);

[[Page 50]]

    (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
    (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.
    (k) 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

[[Page 51]]

    (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.
    (l) 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 office of this Commission and the 
Division of Enforcement and Division of Trading and Markets 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.
    (m) 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, as amended at 66 FR 35842, July 9, 2001; 69 
FR 41938, July 13, 2004; 73 FR 40152, July 11, 2008; 73 FR 69532, Nov. 
19, 2008]



              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]



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,

[[Page 52]]

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 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

[[Page 53]]

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. Rules 430 and 431 of the 
Commission's Rules of Practice, Sec. Sec.  201.430 and 201.431 of this 
chapter, 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; 69 FR 13175, Mar. 19, 2004]



                       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.



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.

[[Page 54]]

    (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 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

[[Page 55]]

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 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

[[Page 56]]

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. 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), 77sss, 78m(F)(3), 78w, 80a-37, 80a-44(a), 80a-44(b), 80b-
10(a), and 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).

[[Page 57]]

    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 from 10 a.m. to 3 p.m., E.T., at the public reference room 
located at 100 F Street, NE., Washington, DC, 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 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

[[Page 58]]

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.
    (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)),

[[Page 59]]

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;
    (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 facility. 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 100 F 
Street, NE., Washington, DC. Copying machines, which are available to 
requestors on a self-service or contractor-operated basis, can be used 
to make immediate copies up to 8\1/2\ by 11 inches in size of materials 
that are

[[Page 60]]

available for inspection in the Washington, DC Headquarters. 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, DC has available for 
public inspection all of the publicly available records of the 
Commission as described in paragraph (a) of this section. 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 the 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 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 offices.
    (iii) The addresses of the Commission's regional offices are:

    Atlanta Regional Office--3475 Lenox Road, NE., Suite 1000, Atlanta, 
GA 30326-1232. Office hours--9 a.m. to 5:30 p.m. E.T.
    Boston Regional Office--33 Arch Street, 23rd Floor, Boston, MA 
02110-1424. Office hours--9 a.m. to 5:30 p.m. E.T.
    Chicago Regional Office--175 West Jackson Boulevard, Suite 900, 
Chicago, IL 60604-2908. Office hours--8:45 a.m. to 5:15 p.m. C.T.
    Denver Regional Office--1801 California Street, Suite 1500, Denver, 
CO 80202-2656. Office hours--8 a.m. to 4:30 p.m. M.T.
    Fort Worth Regional Office--Burnett Plaza, Suite 1900, 801 Cherry 
Street, Unit 18, Fort Worth, TX 76102-6882. Office hours--8:30 
a.m. to 5 p.m. C.T.
    Los Angeles Regional Office--5670 Wilshire Boulevard, 11th Floor, 
Los Angeles, CA 90036-3648. Office hours--8:30 a.m. to 5 p.m. P.T.
    Miami Regional Office--801 Brickell Avenue, Suite 1800, Miami, FL 
33131-4901. Office hours--9 a.m. to 5:30 p.m. E.T.
    New York Regional Office--3 World Financial Center, Suite 400, New 
York, NY 10281-1022. Office hours--9 a.m. to 5:30 p.m. E.T.
    Philadelphia Regional Office--701 Market Street, Suite 2000, 
Philadelphia, PA 19106-1532. Office hours--9 a.m. to 5:30 p.m. E.T.
    Salt Lake City Regional Office--15 W. South Temple Street, Suite 
1800, Salt Lake City, UT 84101-1573. Office hours--8 a.m. to 4:30 p.m. 
M.T.
    San Francisco Regional Office--44 Montgomery Street, Suite 2600, San 
Francisco, CA 94104-4716. Office hours--8:30 a.m. to 5 p.m. P.T.

    (2) Public reference inquiries. Inquiries concerning the nature and 
extent of records available at the Commission's public reference room in 
Washington may be made in person or in writing. The addresses of all 
Commission Regional 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, 100 F Street, NE., 
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 facility 
may be made in person from 10 a.m. to 3 p.m., E.T., at this facility 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 facility 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, 100 F Street, 
NE., Washington, DC 20549. The request may also be made by facsimile 
(202-772-9337) or by Internet (foia/pa@sec.gov).
    (2) Requests for copies of records. Requests for copies of 
Commission

[[Page 61]]

records available through the Commission's public reference facility, 
including those listed in appendix A to this section, may be made 
directly to the 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 facility 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.
    (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.

[[Page 62]]

    (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, 100 F Street, NE., 
Washington, DC 20549, and a copy of it must be mailed to the General 
Counsel, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549.
    (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 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 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 office of the Commission will be 
notified when and

[[Page 63]]

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 
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 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.

[[Page 64]]

    (2) Services for which fees are charged. For records available 
through the Commission's public reference facility, 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, 100 F Street, NE., 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 facility. 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 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

[[Page 65]]

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 public reference 
room, or by mail addressed to the Securities and Exchange Commission, 
Public Reference Room, 100 F Street, NE., 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. 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 100 F 
Street, NE., 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, 100 F Street, NE., 
Washington, DC and in each regional 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.

[[Page 66]]

    (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 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

[[Page 67]]

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.



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.

[[Page 68]]

 
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.
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.
------------------------------------------------------------------------


[[Page 69]]


                     [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.
------------------------------------------------------------------------


                     [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.

[[Page 70]]

 
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.
    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

[[Page 71]]

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 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 room. 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

[[Page 72]]

the Commission's public reference room located at 100 F Street, NE., 
Washington, DC 20549 or calling 202-551-8090. 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; 73 FR 32225, June 5, 2008]



Sec.  200.80f  Appendix F--Records control schedule.

------------------------------------------------------------------------
    File No.                Type of filing             Retention period
------------------------------------------------------------------------
                         Securities Act of 1933
------------------------------------------------------------------------
2-33             Registration statements and          30 years.
                  amendments thereto (Regulation C).
2-33             Periodic reports (annual,            30 years.
                  quarterly, current, and proxy
                  material).
9-               Notice of proposed resale of         21 years.
                  restricted securities and resale
                  of securities by control persons
                  (Form 144).
15-              Notice of sale of securities         6 years.
                  pursuant to Rule 242 (Form 242).
                  (Obsolete).
18-              Applications for exemption from      10 years.
                  section 5 registration for
                  interests or participations issued
                  in connection with Keogh Plans
                  (section 3(a)(2)).
19-              Notice of sale of securities         6 years.
                  pursuant to section 4(6) of the
                  Securities Act of 1933 (Form
                  4(6)). (Obsolete).
20-              Offering sheets for oil or gas       15 years.
                  royalties--Regulation B (Schedules
                  A, B, C).
20-              Reports of sale (accorded            7 years.
                  confidential treatment) (Form 1-G).
20-              Reports after termination of         7 years.
                  offering (Form 3-G).
21-              Notice of sale for offerings under   6 years.
                  Regulation D and section 4(6)
                  (Form D).
24-              Notification of exemption from       Until completion
                  registration (Regulation A).         or termination of
                                                       offering plus 10
                                                       years or order of
                                                       the Commission
                                                       permanently
                                                       suspending
                                                       exemption,
                                                       whichever comes
                                                       first.
29-              Report of issuers of sale of         6 years.
                  securities deemed not to involve
                  any public offering (Form 146).
                  (Obsolete).
92-              Application for relief from          Until when final
                  disability (Regulation A).           action on appeal
                                                       is taken plus 10
                                                       years.
94-              Notification of exemption for        10 years.
                  assessment or assessable stock
                  (Regulation F).
95-              Notification of exemption for        Until completion
                  securities issued by a small         or termination of
                  business investment company          offering plus 5
                  (Regulation E).                      years or until
                                                       order of
                                                       Commission
                                                       permanently
                                                       suspending
                                                       exemption,
                                                       whichever comes
                                                       first.
96-              Application for relief from          Until final action
                  disability (Regulation F).           on appeal is
                                                       taken plus 5
                                                       years.
98-              Notice of proposed sale by non-      6 years.
                  controlling person of restricted
                  securities of issuers which do not
                  satisfy all of the conditions of
                  Rule 144.
100-             Notification of exemption pursuant   6 years.
                  to Rule 236.
------------------------------------------------------------------------
                     Securities Exchange Act of 1934
------------------------------------------------------------------------
0-1              Registration statements (sections    30 years.
                  12(b) and 12(g), exemptions
                  thereunder).
0-1              Periodic reports (annual,            30 years.
                  quarterly, current and proxy
                  materials).
3-               Applications for continuance in      10 years.
                  membership and applications for
                  review of disciplinary actions
                  (self-regulatory organizations).
4-281            Consolidated quotation system plan   For as long as
                  and amendments.                      plan remains
                                                       approved plus 6
                                                       years.
4-208            Intermarket trading system plan and  For as long as
                  amendments.                          plan remains
                                                       approved plus 6
                                                       years.
5-               Acquisitions, tender offers and      20 years.
                  solicitations.
6-               Reports of beneficial ownership of   6 years.
                  securities (Forms 3, 4, & 5).
7-               Applications for permission to       10 years.
                  extend unlisted trading privileges
                  and related applications pursuant
                  to Rule 12(f).
8-               Applications for registration as     For as long as
                  broker, dealer, municipal            broker-dealer is
                  securities broker, or government     registered with
                  securities broker or dealer and      the Commission
                  related reports.                     plus 50 years.
8-00-2A          Annual audit report (fiscal or       For as long as
                  calendar year basis) (Form X-17A-    broker-dealer is
                  5). (Non-public) Supplemental        registered with
                  report detailing Securities          the Commission
                  Investor Protection Corporation      plus 13 years.
                  assessment payment or overpayments
                  (Rule 17a-5). (Non-public).

[[Page 73]]

 
8-00-2A-19       Reports of changes in membership of  For as long as
                  any of its members required of       broker-dealer is
                  national securities exchanges and    registered with
                  registered national securities       the Commission
                  associations (Form X-17A-19).        plus 6 years.
                  (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 securities   For as long as
                  and commodities industry             broker-dealer is
                  representative and/or agent;         registered with
                  certification for associated         the Commission
                  persons engaged in securities        plus 50 years.
                  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 and         10 years.
                  expenses filed by exchange
                  members, brokers and dealers (Form
                  X-17A-10). (Obsolete).
8-2A12           Report by registered brokers and     6 years.
                  dealers who are over-the-counter
                  market makers in any OTC margin
                  securities (Form X-17A-12).
8-2A16(1), -     Notification by qualified market     6 years.
 2A16(2)          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 by every      6 years.
                  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 exchange for      For as long as
                  registration as a national           exchange is
                  securities exchange.                 registered with
                                                       the Commission
                                                       plus 6 years.
13-              Applications for listing securities  10 years.
                  on an exempted exchange, periodic
                  reports.
14-              Annual reports of issuers having     10 years.
                  securities listed on an exempted
                  exchange.
16-              Application for registration as a    For as long as
                  national securities association or   association is
                  affiliated securities associations.  registered with
                                                       the Commission
                                                       plus 6 years.
17-              Reports on stabilizing activities    6 years.
                  (Form X-17A-1). (Obsolete).
23-              Applications for exemption pursuant  Until closed plus
                  to paragraph (g) of Rule 11Aa3-1.    6 years.
26-              Plans by exchanges authorizing       For as long as
                  payment of special commission in     exchange is
                  connection with a distribution of    registered with
                  securities on exchanges (Rule 10b-   the Commission
                  2(d)).                               plus 50 years.
27-              Applications for exemption from      10 years.
                  section 13(f).
28-              Reports by institutional investment  4 years.
                  managers of information with
                  respect to accounts over which
                  they exercise discretion. (Form
                  13F).
80-              Annual and supplemental reports of   Indefinitely
                  Municipal Securities Rulemaking      (contingent).
                  Board (Rule 17a-21).
81-              Exemptions from registration under   10 years.
                  section 12(g).
82-              Exemptions--American depositary      10 years.
                  receipts.
83-1             Periodic reports and related         3 years.
                  correspondence by the Inter-
                  American Development Bank.
83-2             Periodic reports by the Asian        3 years.
                  Development Bank.
84-              Application for registration as a    For as long as
                  transfer agent (non-bank) and        transfer agent is
                  amendments thereto.                  registered with
                                                       the Commission
                                                       plus 50 years.
85-              Application for registration as a    For as long as
                  transfer agent (bank) and            transfer agent is
                  amendments thereto (Form TA-1).      registered with
                                                       the Commission
                                                       plus 50 years.
86-              Application for registration as a    For as long as
                  municipal securities dealer which    municipal
                  is a bank or separately              securities dealer
                  identifiable department or           is registered
                  division of a bank (Form MSD).       with the
                                                       Commission plus
                                                       50 years.
87-              Application for registration as a    For as long as
                  securities information processor     securities
                  and amendments thereto (Form SIP).   information
                                                       processor is
                                                       registered with
                                                       the Commission
                                                       plus 50 years.
88-              Application for exemption as a       For as long as
                  securities information processor     securities
                  correspondence.                      information
                                                       processor is
                                                       registered with
                                                       the Commission
                                                       plus 50 years.
89-              Waiver for foreign issuers           10 years.
                  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 foreign issuers    3 years.
                  furnished by American depositary
                  receipts..
128-8            Reports of disciplinary actions by   6 years.
                  stock exchanges (Rule 19d-1).
205-3c           Reports of disciplinary actions by   6 years.
                  NASD (Rule 19d-1).

[[Page 74]]

 
500-             Suspension of trading of securities  10 years.
                  other than on a national
                  securities exchange.
600-             Applications for registration as a   For as long as
                  (non-bank) clearing agency;          clearing agency
                  amendments thereto.                  is registered
                                                       with the
                                                       Commission plus
                                                       50 years.
600-9            Reports of disciplinary actions by   6 years.
                  clearing agencies (Rule 19d-1).
601-             Applications for exemption from      For as long as
                  registration as a (non-bank)         clearing agency
                  clearing agency.                     has reporting
                                                       requirements with
                                                       the Commission
                                                       plus 20 years.
SR               Proposed rule changes and notice as  For as long as
                  to stated policies and               self-regulatory
                  interpretations by self-regulatory   organization is
                  organizations.                       registered with
                                                       the Commission
                                                       plus 6 years.
XX               Reports for missing, lost or         Indefinitely.
                  counterfeit securities (Form X-17F-
                  1A).
------------------------------------------------------------------------
               Public Utility Holding Company Act of 1935
------------------------------------------------------------------------
12-              Statements pursuant to section       2 years.
                  12(i) by persons employed or
                  retained by a registered holding
                  company or subsidiary thereof
                  (Forms U-12(I)-A & B).
30-              Notification and registration by     For as long as
                  public utility holding companies,    holding company
                  annual supplements.                  has reporting
                                                       requirements with
                                                       the Commission
                                                       plus 10 years.
31-              Statement of exemption from the Act  For as long as
                  by Commission order.                 company relies on
                                                       exemption plus 10
                                                       years.
32-              Exemption of purchaser, assignee,    Until lease is
                  etc. of leased facilities (Form      terminated or
                  U7D).                                cancelled plus 5
                                                       years.
33-1             Annual statement by banks holding    2 years.
                  public utility securities but
                  claiming exemption under Rule 3.
34-              Annual statement by banks holding    2 years.
                  public utility securities but
                  claiming exemption under Rule 3
                  (Form U-3A3-1).
37-              Applications and declarations for    For as long as
                  authorization of service companies   service company
                  (Form U-13-1).                       is part of a
                                                       registered
                                                       holding company
                                                       plus 5 years.
38-              Statement under Rule 70(a)(1)        For as long as
                  executed by financial authorizing    officer/director
                  representative to serve as officer/  serves plus 3
                  director of holding company, filed   years.
                  by representative.
40-              Certificates of notification by      3 years.
                  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 and          For as long as
                  subsidiary service companies (Form   service company
                  U-13-60).                            is part of a
                                                       registered
                                                       holding company
                                                       system plus 15
                                                       years.
50-              Order granting or withdrawing        Until close plus 3
                  exemptions from rules and related    years.
                  correspondence.
52-              Application for approval or          Until closed plus
                  reorganization under section 11(f).  3 years.
54-              Divestment of securities, assets or  Until closed plus
                  control (section 11(e)).             3 years.
55-              Application for approval of fees     Until closed plus
                  incurred in connection with plan     3 years.
                  under section 11(f).
59-              Simplification of corporate          Until closed plus
                  structure, sections 11(b) (1) and    3 years.
                  (2).
62-              Report by an affiliate service       For as long as
                  company or one engaged principally   service company
                  in the performance of services       is part of a
                  (Form U-13E-1).                      registered
                                                       holding company
                                                       system plus 4
                                                       years.
68-              Declaration with respect to          10 years.
                  solicitations regarding
                  reorganizations of registered
                  holding companies or subsidiaries
                  subject to Rule 62 (Form U-R-1).
69-              Annual statements by holding         2 years.
                  companies claiming exemption
                  pursuant to Rule 2 (intrastate or
                  predominantly operating companies
                  (Form U-3A-2).
70-              Applications and declarations        Until closed plus
                  pursuant to sections 6(b), 7, 9,     3 years.
                  9(c)(3), 10, 12(b), 12(c), 12(d),
                  12(f) and applicable rules
                  thereunder (Form U-1).
72-              Report of communication with         2 years.
                  stockholders.
------------------------------------------------------------------------
                       Trust Indenture Act of 1939
------------------------------------------------------------------------
22-              Statements of eligibility and        Until indenture is
                  qualification of corporations or     terminated or
                  individuals as trustees under        cancelled plus 30
                  qualified indenture under which      years.
                  debt security has been or is to be
                  issued and exemptions thereto.
25-              Applications relative to             Until applicable
                  affiliations between trustees and    indenture is
                  underwriters (Rule 10b-3).           terminated or
                                                       cancelled plus 33
                                                       years.
93-              Reports of indenture trustee to      1 year.
                  indenture security holders with
                  respect to eligibility and
                  qualification under Section 310.
------------------------------------------------------------------------

[[Page 75]]

 
                     Investment Advisers Act of 1940
------------------------------------------------------------------------
801-             Application for registration as      For as long as
                  investment adviser and related       investment
                  correspondence.                      adviser is
                                                       registered with
                                                       the Commission
                                                       plus 9 years.
803-             Application for exemption from       For as long as
                  registered and other relief.         investment
                                                       adviser conducts
                                                       business under an
                                                       exemption plus 6
                                                       years.
------------------------------------------------------------------------
                     Investment Company Act of 1940
------------------------------------------------------------------------
90-              Notice of sales of securities by     6 years.
                  closed-end issuers (issuers with
                  100 or less beneficial owners)
                  other than investment companies,
                  registered or required to be
                  registered.
811-             Notifications and registration       For as long as
                  statements.                          registrant is
                                                       registered with
                                                       the Commission
                                                       plus 30 years.
811-             Periodic reports (annual,            10 years.
                  quarterly, semi-annual, proxy
                  material).
812-             Applications for exemption and       10 years.
                  other relief.
812-             Application by foreign management    For as long as
                  investment companies for order       registrant has
                  permitting registration.             reporting
                                                       requirement with
                                                       the Commission
                                                       plus 33 years.
813-             Applications for exemption of an     For as long as
                  employee's security company          registrant has
                  (Section (b)).                       reporting
                                                       requirement with
                                                       the Commission
                                                       plus 33 years.
814-             Notice of intent to elect to be      2 years from
                  subject to sections 55 and 65.       filing date.
814-             Notification of withdrawal of        2 years from
                  election to be subject to sections   filing date.
                  55 through 65.
814-             Notification of election to be       30 years or for as
                  subject to sections 55 through 65.   long as a class
                                                       of the issuer's
                                                       equity securities
                                                       is registered
                                                       under the
                                                       Securities
                                                       Exchange Act of
                                                       1934 plus 10
                                                       years, whichever
                                                       comes first.
816-             Request for advisory report re       6 years.
                  reorganization of registered
                  investment company (17 CFR
                  270.02), and related
                  correspondence.
817-             Report of repurchase of securities   6 years.
                  by closed-end investment company.
818-             Sales literature regarding           6 years.
                  securities of certain investment
                  companies.
819-             Statement of the Federal Savings     6 years.
                  and Loan Corporation relating to
                  the exemption of certain issuers.
820-             Reports showing that companies have  6 years.
                  complied with requirements of the
                  rule in purchasing new issues of
                  securities from underwriters.
821-             Reports by registered small          10 years from date
                  business investment companies and    of such
                  affiliated banks, with respect to    action(s).
                  investments.
------------------------------------------------------------------------
                     Miscellaneous Files and Reports
------------------------------------------------------------------------
3-               Disciplinary proceedings (broker-    25 years.
                  dealer and investment adviser).
3-               Administrative proceeding stop       For as long as
                  orders.                              registrant has
                                                       reporting
                                                       requirement with
                                                       the Commission
                                                       plus 30 years.
4-               102(e) proceedings (previously 2(e)  25 years.
                  proceedings) (chaned to 3-).
4-               Miscellaneous studies, general       25 years.
                  conferences, roundtable, etc.,
                  authorized by the Commission.
111-             Federal government agencies          30 years.
                  miscellaneous correspondence.
119-             Securities violation files           Until date of last
                  (information regarding persons       reported action
                  against whom actions were reported   plus 10 years.
                  on charges of violating state or
                  federal laws in the purchase and
                  sale of securities.
122-2            Members of Congress (inquiries       1 year after
                  relating to various subjects).       expiration of
                                                       term in office.
122-3            Correspondence and other materials   30 years.
                  between the various Senate
                  Committees and the Commission.
122-4            Correspondence and other materials   30 years.
                  between the various House
                  Committees and the Commission.
122-6            Correspondence and other materials   30 years.
                  between Congressional Commissions
                  and Joint Committees and the
                  Commission.
123-13           Correspondence relating to the       30 years.
                  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: Drafts and     30 years.
                  comments concerning suggested
                  amendments to the various Acts
                  administered by the Commission.
124-6
124-11
124-20

[[Page 76]]

 
124-7, 124-7a    Subject files--Drafts, comments and  30 years.
                  correspondence concerning proposed
                  legislation submitted by the
                  Senate and the House to the
                  Commission for comment.
124-7b           Drafts of bills not yet reported in  30 years.
                  Congress that are submitted to the
                  Commission for comment.
132-3            General Correspondence--Active       10 years.
                  companies. Inquiries and
                  complaints concerning companies
                  registered under the various Acts
                  administered by the Commission.
132-3            General Correspondence--Inactive     6 years.
                  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 memoranda,          30 years.
                  correspondence concerning rules
                  and regulations under each of the
                  Acts administered by the
                  Commission.
206-, 207- to    Reorganization proceedings under     30 years.
 215-, 917-       Chapters IX, X, XI of the
                  Bankruptcy Act in which the
                  Commission participates.
265-             Advisory Committees established by   30 years.
                  the Commission (correspondence,
                  questionnaires, reports).
Confidential     Periodic reports and other           10 years.
 treatment        materials containing contracts,
 materials        commercial and financial
                  information, disclosure of which
                  would impair the value thereof,
                  submitted under confidential cover.
CHR              SEC Chairman's Subject Case Files..  20 years.
CHR              SEC Chairman's Chronological Files   Chairman's tenure
                  for Period 1972 to Present.          in office plus 3
                                                       years.
CHR              SEC Chairman's General Subject File  Chairman's tenure
                                                       in office plus 3
                                                       years.
COMM             SEC Commissioners' Files (excluding  Commissioner's
                  Chairman), 1934 to Present.          tenure in office
                                                       plus 1 year.
ENF              Investigative Case Files--Closed...  Until closed plus
                                                       25 years.
ENF              Investigative Case Files--Inactive.  Until inactive
                                                       plus 25 years.
LIT              Litigation files:                    ..................
                  1. Briefs.........................  25 years.
                  2. File contents other than briefs  10 years.
S7               Issuance, amendment or rescission    30 years
                  of rules under the various Acts--    (permanent).
                  public comments and views,
                  transcript of hearings,
                  correspondence.
XX               Reports of internal inquiries:       ..................
                  1. Supporting documentation.......  Until date of
                                                       final 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 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

[[Page 77]]

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 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

[[Page 78]]

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, 100 F Street, 
NE., Washington, DC 20549. 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 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, 100 F Street, NE., Washington, DC 20549, 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

[[Page 79]]

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
    (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

[[Page 80]]

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, 100 F Street, NE., Washington, DC 20549, or by 
facsimile (202-772-9337). A copy of the appeal must be mailed to the 
General Counsel, Securities and Exchange Commission, 100 F Street, NE., 
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. 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

[[Page 81]]

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; 73 FR 
32225, June 5, 2008]

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, and 7202; 
and 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:
    (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.

[[Page 82]]

    (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, 15 U.S.C. 78s(d), these prohibitions shall 
commence at the time that a copy of an application for review has been 
filed with the Commission and served on the self-regulatory 
organization.
    (iii) That in proceedings under Title I of the Sarbanes-Oxley Act of 
2002, 15 U.S.C. 7211-7219, these prohibitions shall commence at the time 
that a copy of an application for review has been filed with the 
Commission and served on the Public Company Accounting Oversight Board; 
and
    (iv) 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
    (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; 
69 FR 13175, Mar. 19, 2004]



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

[[Page 83]]

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 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.

[[Page 84]]

    (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, 78d, 78d-1, 78w, 77sss, 80a-37, 80b-11; 
Reorganization Plan No. 10 of 1950 (15 U.S.C. 78d nt).

    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 emergency 
conditions as defined in the following section.

[28 FR 6970, July 9, 1963, as amended at 71 FR 33386, June 9, 2006; 71 
FR 35730, June 21, 2006]



Sec.  200.201  General provisions.

    (a) For purpose of this subpart, a person shall be considered 
unavailable or incapacitated in any situation and from any cause that 
prevents the person from assuming or performing on a timely basis his or 
her authorized duties, roles, or responsibilities of office, whether 
from a primary or alternate facility, or any other location.
    (b) For purpose of this subpart, emergency conditions shall be 
deemed to commence upon the occurrence, or the imminent threat of the 
occurrence, of a natural or man-made disturbance, including, but not 
limited to, an armed attack against the United States, its territories 
or possessions, terrorist attack, civil disturbance, fire, pandemic, 
hurricane, or flood, that results in, or threatens imminently to result 
in, a substantial disruption of the organization or operations of the 
Commission. Such conditions shall be deemed to continue until the 
Commission shall, by notice or older, resume its normal organization and 
operations, whether at its headquarters in Washington, DC or elsewhere.

[71 FR 33386, June 9, 2006]



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 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 for the area or his acting successor.
    (b) During emergency conditions, all formal or informal requests, 
filings, reports, or other submittals shall be submitted to the 
Commission as permitted in non-emergency conditions, unless the Chairman 
or his or her successor acting pursuant to Sec.  200.203(c)(1) of this 
subpart specifies another means or location for submission of such 
requests, filings, reports, or other submittals, by a notice that is 
disseminated through a method (or combination of methods) that is 
reasonably designed to provide broad distribution of the information to 
the public.

[28 FR 6970, July 9, 1963, as amended at 59 FR 5944, Feb. 9, 1994; 71 FR 
33387, June 9, 2006; 73 FR 32225, June 5, 2008]



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 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

[[Page 85]]

continuity in the event of an emergency:
    (1) In the event of the unavailability or incapacity of the Chairman 
of the Commission during emergency conditions, the authority of the 
Chairman to govern the affairs of the Commission and to act for the 
Commission, as provided for by law and by delegation from the 
Commission, will pass to the available person highest on the following 
list, until such time as the Chairman is no longer unavailable or 
incapacitated, or a successor Chairman has assumed office pursuant to 
Section 4 of the Securities Exchange Act of 1934 (15 U.S.C. 78d) and 
Reorganization Plan No. 10 of 1950 (15 FR 3175, 64 Stat. 1265):
    (i) The Commissioners in order of seniority.
    (ii) The General Counsel.
    (iii) The Division Directors in the order designated by the Chairman 
in the most recent designation prior to the commencement of emergency 
conditions, or if no such designation has occurred, in order of 
seniority.
    (iv) The Regional Directors in the order designated by the Chairman 
in the most recent designation prior to the commencement of emergency 
conditions, or if no such designation has occurred, 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 event of the unavailability or 
incapacity of such person during 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. A person who discharges or 
assumes the duties of the head of a division or office pursuant to this 
subsection is hereby delegated, throughout the period of the 
unavailability or incapacity of the head of the division or office 
during the emergency conditions, all of the functions that the 
Commission has delegated to the head of the division or office.

[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; 71 FR 33387, June 9, 2006; 73 FR 32225, June 5, 2008]



Sec.  200.204  Personnel, fiscal, and service functions.

    In the event of the unavailability or incapacity of the appropriate 
staff officer or his or her successor during emergency conditions, 
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, their deputies, or staff in line of succession, as 
may be required for the discharge of the lawful duties of the respective 
offices.

[28 FR 6970, July 9, 1963, as amended at 59 FR 5945, Feb. 9, 1994; 71 FR 
33387, June 9, 2006; 73 FR 32225, June 5, 2008]



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 as may 
be authorized by or in the name of the Chairman or the Commission.

[28 FR 6970, July 9, 1963, as amended at 71 FR 33387, June 9, 2006]

[[Page 86]]



   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 Office of Freedom of 
Information and Privacy Act Operations, SEC, 100 F Street, NE., 
Washington, DC 20549, or by facsimile (202-772-9337). 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 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

[[Page 87]]

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, 
100 F Street, NE., Washington, DC 20549, during normal business hours of 
9 a.m. to 5:30 p.m. E.S.T., Monday through Friday, or at one of the 
Commission's Regional Offices. The addresses and business hours of those 
offices are listed below:

    Atlanta Regional Office--3475 Lenox Road, NE., Suite 1000, Atlanta, 
GA 30326-1232. Office hours--9 a.m. to 5:30 p.m. E.T.
    Boston Regional Office--33 Arch Street, 23rd Floor, Boston, MA 
02110-1424. Office hours--9 a.m. to 5:30 p.m. E.T.
    Chicago Regional Office--175 West Jackson Boulevard, Suite 900, 
Chicago, IL 60604-2908. Office hours--8:45 a.m. to 5:15 p.m. C.T.
    Denver Regional Office--1801 California Street, Suite 1500, Denver, 
CO 80202-2656. Office hours--8 a.m. to 4:30 p.m. M.T.
    Fort Worth Regional Office--Burnett Plaza, Suite 1900, 801 Cherry 
Street, Unit 18, Fort Worth, TX 76102-6882. Office hours--8:30 
a.m. to 5 p.m. C.T.
    Los Angeles Regional Office--5670 Wilshire Boulevard, 11th Floor, 
Los Angeles, CA 90036-3648. Office hours--8:30 a.m. to 5 p.m. P.T.
    Miami Regional Office--801 Brickell Avenue, Suite 1800, Miami, FL 
33131-4901. Office hours--9 a.m. to 5:30 p.m. E.T.
    New York Regional Office--3 World Financial Center, Suite 400, New 
York, NY 10281-1022. Office hours--9 a.m. to 5:30 p.m. E.T.
    Philadelphia Regional Office--701 Market Street, Suite 2000, 
Philadelphia, PA 19106-1532. Office hours--9 a.m. to 5:30 p.m. E.T.
    Salt Lake City Regional Office--15 W. South Temple Street, Suite 
1800, Salt Lake City, UT 84101-1573. Office hours--8 a.m. to 4:30 p.m. 
M.T.
    San Francisco Regional Office--44 Montgomery Street, Suite 2600, San 
Francisco, CA 94104-4716. Office hours--8:30 a.m. to 5 p.m. P.T.
    None of the Commission's offices is open on Saturday, Sunday or the 
following legal holidays: New Year's Day, Martin Luther King, Jr.'s 
Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, 
Veterans' Day, Columbus Day, Thanksgiving Day, and 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)--------

(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,

[[Page 88]]

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 Freedom of 
Information and Privacy Act Operations, SEC, 100 F Street, NE., 
Washington, DC 20549, or at one of its Regional 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; 73 FR 32225, 
June 5, 2008]



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 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.

[[Page 89]]

    (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 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

[[Page 90]]

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, 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:

[[Page 91]]

    (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 Sec. Sec.  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 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;

[[Page 92]]

    (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]



Sec.  200.309  General provisions.

    (a) Extensions of time. Pursuant to Sec. Sec.  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

[[Page 93]]

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 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 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 Sec. Sec.  200.303(a), 200.306(a), 
200.308(a)(2), and 200.310 of this subpart. 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.

[40 FR 44068, Sept. 24, 1975, as amended at 49 FR 13867, Apr. 9, 1984; 
59 FR 5945, Feb. 9, 1994; 73 FR 32226, June 5, 2008]



Sec.  200.310  Fees.

    (a) A request by an individual for copies of a record pertaining to 
him or

[[Page 94]]

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, 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:

[[Page 95]]

    (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 
Sec. Sec.  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 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

[[Page 96]]

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 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),

[[Page 97]]

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;
    (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

[[Page 98]]

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
    (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

[[Page 99]]

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 Sec. Sec.  
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), 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

[[Page 100]]

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.



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

[[Page 101]]

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 
Sec. Sec.  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 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

[[Page 102]]

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 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

[[Page 103]]

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 
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, 100 F 
Street, NE., 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.

[[Page 104]]

    (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; 73 FR 32226, June 5, 2008]



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 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]

[[Page 105]]



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, 100 F Street, NE., 
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; 73 FR 32226, June 5, 2008]



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 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

[[Page 106]]

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 Sec. Sec.  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 Sec. Sec.  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 Sec. Sec.  
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.



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

[[Page 107]]

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 100 F Street, NE., Washington, DC 20549.
    (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; 73 FR 32226, June 5, 2008]



 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 (Sec. Sec.  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 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.

[[Page 108]]

    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
    (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.



Sec. Sec.  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.

[[Page 109]]

    (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.



Sec. Sec.  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;
    (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.

[[Page 110]]

    (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.



Sec. Sec.  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. 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 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,

[[Page 111]]

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;
    (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.



Sec. Sec.  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

[[Page 112]]

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.



Sec. Sec.  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 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, 100 F Street, NE., 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

[[Page 113]]

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; 73 FR 32226, June 5, 2008]



Sec. Sec.  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, 77sss, 78w, 80a-37, 80b-11; E.O. 11222, 3 
CFR, 1964-1965 Comp., p.36; 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 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.
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    \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).
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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

[[Page 114]]

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 Directors 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\
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    \2\ Detailed provisions regarding outside or private employment and 
transactions in securities and commodities are set forth in Sec. Sec.  
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.
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    (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 Directors are authorized to make 
such determinations for themselves and their subordinates. Staff members 
are required to advise their Division Director, Office Head, or Regional 
Director of invitations received from entities

[[Page 115]]

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\
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    \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.
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    (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.
    (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\
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    \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 Director 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.
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    \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.

---------------------------------------------------------------------------

[[Page 116]]

    (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.
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    \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).
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    (8) Act in any official matter with respect to which there exists a 
personal interest incompatible with an unbiased exercise of official 
judgment. \7\
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    \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 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 Director 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 Directors 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; 73 FR 32226, June 5, 2008]



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\
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    \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.

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[[Page 117]]

    (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 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:
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    \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

[[Page 118]]

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\
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    \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]
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    (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 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 Director 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 Directors 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 Directors 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 
Directors 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

[[Page 119]]

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 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

[[Page 120]]

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 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.
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    \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.
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    (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\
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    \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.
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    (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)

[[Page 121]]

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.
    (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 Director 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 Directors 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.

[[Page 122]]

The Commission may, in a particular case, approve such employment. \16\
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    \16\ The Commission does not favor the granting of waivers from the 
provision of this subsection.

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(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; 73 FR 32226, June 5, 2008]



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 and submitted to the 
Office of Personnel with the report of purchase;
    (ii) Money market fund shares; \17\
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    \17\ For purposes of this section a money market fund is defined as 
a registered open-end fund that complies with Sec.  270.2a-7 of this 
chapter.
---------------------------------------------------------------------------

    (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; or
    (v) The transferring of funds that have been held as shares in a 
registered investment company for a minimum of 30 days to another 
registered investment company within the same family of registered 
investment companies. This 30-day holding period does not apply to money 
market fund shares, which are exempted from the six-month holding period 
by paragraph (b)(1)(ii) of this section.
    (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

[[Page 123]]

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 
Director certifies that the employee has not participated in the 
registration processing. Members, Division Directors, Office Heads, and 
Regional Directors 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:
    (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

[[Page 124]]

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) Members and employees shall report only the initial purchase and 
final sale of shares in a money market fund.
    (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;

[[Page 125]]

    (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; 69 FR 21058, Apr. 20, 2004; 73 FR 32226, June 
5, 2008]



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 Office Head or Regional Director of the fact. Division Directors, 
Office Heads and Regional Directors 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 Director 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

[[Page 126]]

memorandum of the circumstances to the Director of Personnel. \18\
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    \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; 73 FR 32226, 
June 5, 2008]



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.
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    \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.
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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 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\
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    \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 * * *.''

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[[Page 127]]

    (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.
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    \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 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)

[[Page 128]]

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. \23\ All 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]



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

[[Page 129]]

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. 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.

[[Page 130]]

    (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) Directors
    (B) Associate Directors
    (C) Assistant Directors
    (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 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

[[Page 131]]

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, as amended at 73 
FR 32226, June 5, 2008]



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.
    (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

[[Page 132]]

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 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

[[Page 133]]

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 Regional Director 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.

[45 FR 36064, May 29, 1980, as amended at 73 FR 32227, June 5, 2008]



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.



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

    Authority: 44 U.S.C. 3506; 44 U.S.C. 3507.

    Source: 67 FR 14634, Mar. 27, 2002, unless otherwise noted.

[[Page 134]]



Sec.  200.800  OMB control numbers assigned pursuant to the Paperwork 
Reduction Act.

    (a) Purpose: This subpart collects and displays the control numbers 
assigned to information collection requirements of the Commission by the 
Office of Management and Budget pursuant to the Paperwork Reduction Act 
of 1980, 44 U.S.C. 3500 et seq. This subpart displays current OMB 
control numbers for those information collection requirements of the 
Commission that 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.
    (b) Display.

------------------------------------------------------------------------
                                    17 CFR part or section
      Information collection         where identified and    Current OMB
           requirement                     described         control No.
------------------------------------------------------------------------
Regulation S-X...................  PART 210................    3235-0009
Regulation S-B...................  PART 228................    3235-0417
Regulation S-K...................  PART 229................    3235-0071
Rule 154.........................  230.154.................    3235-0495
Rule 155.........................  230.155.................    3235-0549
Rule 236.........................  230.236.................    3235-0095
Rule 237.........................  230.237.................    3235-0528
Regulation A.....................  230.251 thru 230.263....    3235-0286
Regulation C.....................  230.400 thru 230.494....    3235-0074
Rule 425.........................  230.425.................    3235-0521
Rule 477.........................  230.477.................    3235-0550
Rule 489.........................  230.489.................    3235-0411
Rule 498.........................  230.498.................    3235-0488
Regulation D.....................  230.501 thru 230.506....    3235-0076
Regulation E.....................  230.601 thru 230.610a...    3235-0232
Rule 604.........................  230.604.................    3235-0232
Rule 605.........................  230.605.................    3235-0232
Rule 609.........................  230.609.................    3235-0233
Rule 701.........................  230.701.................    3235-0522
Regulation S.....................  230.901 thru 230.905....    3235-0357
Regulation S-T...................  Part 232................    3235-0424
Form SB-1........................  239.9...................    3235-0423
Form SB-2........................  239.10..................    3235-0418
Form S-1.........................  239.11..................    3235-0065
Form S-2.........................  239.12..................    3235-0072
Form S-3.........................  239.13..................    3235-0073
Form N-2.........................  239.14..................    3235-0026
Form N-1A........................  239.15A.................    3235-0307
Form S-6.........................  239.16..................    3235-0184
Form S-8.........................  239.16b.................    3235-0066
Form N-3.........................  239.17a.................    3235-0316
Form N-4.........................  239.17b.................    3235-0318
Form S-11........................  239.18..................    3235-0067
Form N-14........................  239.23..................    3235-0336
Form N-5.........................  239.24..................    3235-0169
Form S-4.........................  239.25..................    3235-0324
Form F-1.........................  239.31..................    3235-0258
Form F-2.........................  239.32..................    3235-0257
Form F-3.........................  239.33..................    3235-0256
Form F-4.........................  239.34..................    3235-0325
Form F-6.........................  239.36..................    3235-0292
Form F-7.........................  239.37..................    3235-0383
Form F-8.........................  239.38..................    3235-0378
Form F-9.........................  239.39..................    3235-0377
Form F-10........................  239.40..................    3235-0380
Form F-80........................  239.41..................    3235-0404
Form F-X.........................  239.42..................    3235-0379
Form F-N.........................  239.43..................    3235-0411
Form ET..........................  239.62..................    3235-0329
Form ID..........................  239.63..................    3235-0328
Form SE..........................  239.64..................    3235-0327
Form TH..........................  239.65..................    3235-0425
Form 1-A.........................  239.90..................    3235-0286
Form 2-A.........................  239.91..................    3235-0286
Form 144.........................  239.144.................    3235-0101
Form 1-E.........................  239.200.................    3235-0232
Form CB..........................  239.800.................    3235-0518
Rule 6a-1........................  240.6a-1................    3235-0017
Rule 6a-3........................  240.6a-3................    3235-0021

[[Page 135]]

 
Rule 6a-4........................  240.6a-4................    3235-0554
Rule 6h-1........................  240.6h-1................    3235-0555
Rule 8c-1........................  240.8c-1................    3235-0514
Rule 9b-1........................  240.9b-1................    3235-0480
Rule 10a-1.......................  240.10a-1...............    3235-0475
Rule 10b-10......................  240.10b-10..............    3235-0444
Rule 10b-17......................  240.10b-17..............    3235-0476
Rule 10b-18......................  240.10b-18..............    3235-0474
Rule 10A-1.......................  240.10A-1...............    3235-0468
Rule 11a1-1(T)...................  240.11a1-1(T)...........    3235-0478
Rule 12a-5.......................  240.12a-5...............    3235-0079
Regulation 12B...................  240.12b-1 thru 240.12b-     3235-0062
                                    36.
Rule 12d1-3......................  240.12d1-3..............    3235-0109
Rule 12d2-1......................  240.12d2-1..............    3235-0081
Rule 12d2-2......................  240.12d2-2..............    3235-0080
Rule 12f-1.......................  240.12f-1...............    3235-0128
Rule 13a-16......................  240.13a-16..............    3235-0116
Regulation 13D/G.................  240.13d-1 thru 240.13d-7    3235-0145
Schedule 13D.....................  240.13d-101.............    3235-0145
Schedule 13G.....................  240.13d-102.............    3235-0145
Rule 13e-1.......................  240.13e-1...............    3235-0305
Rule 13e-3.......................  240.13e-3...............    3235-0007
Schedule 13E-3...................  240.13e-100.............    3235-0007
Schedule 13e-4F..................  240.13e-101.............    3235-0375
Regulation 14A...................  240.14a-1 thru 240.14a-     3235-0059
                                    12.
Schedule 14A.....................  240.14a-101.............    3235-0059
Regulation 14C...................  240.14c-1...............    3235-0057
Schedule 14C.....................  240.14c-101.............    3235-0057
Regulation 14D...................  240.14d-1 thru 240.14d-9    3235-0102
Schedule TO......................  240.14d-100.............    3235-0515
Schedule 14D-1...................  240.14d-101.............    3235-0102
Schedule 14D-9...................  240.14d-101.............    3235-0102
Schedule 14D-1F..................  240.14d-102.............    3235-0376
Schedule 14D-9F..................  240.14d-103.............    3235-0382
Regulation 14E...................  240.14e-1 thru 240.14e-2    3235-0102
Rule 14f-1.......................  240.14f-1...............    3235-0108
Rule 15a-4.......................  240.15a-4...............    3235-0010
Rule 15a-6.......................  240.15a-6...............    3235-0371
Rule 15b1-1......................  240.15b1-1..............    3235-0012
Rule 15b6-1(a)...................  240.15b6-1(a)...........    3235-0018
Rule 15c1-5......................  240.15c1-5..............    3235-0471
Rule 15c1-6......................  240.15c1-6..............    3235-0472
Rule 15c1-7......................  240.15c1-7..............    3235-0134
Rule 15c2-1......................  240.15c2-1..............    3235-0485
Rule 15c2-5......................  240.15c2-5..............    3235-0198
Rule 15c2-7......................  240.15c2-7..............    3235-0479
Rule 15c2-8......................  240.15c2-8..............    3235-0481
Rule 15c2-11.....................  240.15c2-11.............    3235-0202
Rule 15c2-12.....................  240.15c2-12.............    3235-0372
Rule 15c3-1......................  240.15c3-1..............    3235-0200
Rule 15c3-1(c)(13)...............  240.15c3-1(c)(13).......    3235-0499
Appendix F to Rule 15c3-1........  240.15c3-1f.............    3235-0496
Rule 15c3-3......................  240.15c3-3..............    3235-0078
Rule 15c3-4......................  240.15c3-4..............    3235-0497
Rule 15d-16......................  240.15d-16..............    3235-0116
Rule 15g-2.......................  240.15g-2...............    3235-0434
Rule 15g-3.......................  240.15g-3...............    3235-0392
Rule 15g-4.......................  240.15g-4...............    3235-0393
Rule 15g-5.......................  240.15g-5...............    3235-0394
Rule 15g-6.......................  240.15g-6...............    3235-0395
Rule 15g-9.......................  240.15g-9...............    3235-0385
Rule 15Aj-1......................  240.15Aj-1..............    3235-0044
Rule 15Ba2-1.....................  240.15Ba2-1.............    3235-0083
Rule 15Ba2-5.....................  240.15Ba2-5.............    3235-0088
Rule 15Bc3-1.....................  240.15Bc3-1.............    3235-0087
Rule 17a-1.......................  240.17a-1...............    3235-0208
Rule 17a-2.......................  240.17a-2...............    3235-0201
Rule 17a-3.......................  240.17a-3...............    3235-0033
Rule 17a-3(a)(16)................  240.17a-3(a)(16)........    3235-0508
Rule 17a-4.......................  240.17a-4...............    3235-0279
Rule 17a-4(b)(10)................  240.17a-4(b)(10)........    3235-0506
Rule 17a-5.......................  240.17a-5...............    3235-0123

[[Page 136]]

 
Rule 17a-5(c)....................  240.17a-5(c)............    3235-0199
Rule 17a-6.......................  240.17a-6...............    3235-0489
Rule 17a-7.......................  240.17a-7...............    3235-0131
Rule 17a-8.......................  240.17a-8...............    3235-0092
Rule 17a-9T......................  240.17a-9T..............    3235-0524
Rule 17a-10......................  240.17a-10..............    3235-0122
Rule 17a-11......................  240.17a-11..............    3235-0085
Rule 17a-12......................  240.17a-12..............    3235-0498
Rule 17a-13......................  240.17a-13..............    3235-0035
Rule 17a-19......................  240.17a-19..............    3235-0133
Rule 17a-22......................  240.17a-22..............    3235-0196
Rule 17a-25......................  240.17a-25..............    3235-0540
Rule 17f-1(b)....................  240.17f-1(b)............    3235-0032
Rule 17f-1(c)....................  240.17f-1(c)............    3235-0037
Rule 17f-1(g)....................  240.17f-1(g)............    3235-0290
Rule 17f-2(a)....................  240.17f-2(a)............    3235-0034
Rule 17f-2(c)....................  240.17f-2(c)............    3235-0029
Rule 17f-2(d)....................  240.17f-2(d)............    3235-0028
Rule 17f-2(e)....................  240.17f-2(e)............    3235-0031
Rule 17f-5.......................  240.17f-5...............    3235-0269
Rule 17h-1T......................  240.17h-1T..............    3235-0410
Rule 17h-2T......................  240.17h-2T..............    3235-0410
Rule 17Ab2-1.....................  240.17Ab2-1(a)..........    3235-0195
Rule 17Ac2-1.....................  240.17Ac2-1.............    3235-0084
Rule 17Ad-2(c), (d), and (h).....  240.17Ad-2(c), (d) and      3235-0130
                                    (h).
Rule 17Ad-3(b)...................  240.17Ad-3(b)...........    3235-0473
Rule 17Ad-4(b) and (c)...........  240.17Ad-4(b) and (c)...    3235-0341
Rule 17Ad-6......................  240.17Ad-6..............    3235-0291
Rule 17Ad-7......................  240.17Ad-7..............    3235-0291
Rule 17Ad-10.....................  240.17Ad-10.............    3235-0273
Rule 17Ad-11.....................  240.17Ad-11.............    3235-0274
Rule 17Ad-13.....................  240.17Ad-13.............    3235-0275
Rule 17Ad-15.....................  240.17Ad-15.............    3235-0409
Rule 17Ad-16.....................  240.17Ad-16.............    3235-0413
Rule 17Ad-17.....................  240.17Ad-17.............    3235-0469
Rule 19b-1.......................  240.19b-1...............    3235-0354
Rule 19b-4.......................  240.19b-4...............    3235-0045
Rule 19b-4(e)....................  240.19b-4(e)............    3235-0504
Rule 19b-5.......................  240.19b-5...............    3235-0507
Rule 19b-7.......................  240.19b-7...............    3235-0553
Rule 19d-1.......................  240.19d-1(b) thru           3235-0206
                                    240.19d-1(i).
Rule 19d-2.......................  240.19d-2...............    3235-0205
Rule 19d-3.......................  240.19d-3...............    3235-0204
Rule 19h-1.......................  240.19h-1(a), (c) thru      3235-0259
                                    (e), and (g).
Rule 24b-1.......................  240.24b-1...............    3235-0194
Rule 101.........................  242.101.................    3235-0464
Rule 102.........................  242.102.................    3235-0467
Rule 103.........................  242.103.................    3235-0466
Rule 104.........................  242.104.................    3235-0465
Rule 301.........................  242.301.................    3235-0509
Rule 302.........................  242.302.................    3235-0510
Rule 303.........................  242.303.................    3235-0505
Rule 604.........................  242.604.................    3235-0462
Rule 605.........................  242.605.................    3235-0542
Rule 606.........................  242.606.................    3235-0541
Rule 607.........................  242.607.................    3235-0435
Rule 608.........................  242.608.................    3235-0500
Rule 609.........................  242.609.................    3235-0043
Rule 611.........................  242.611.................    3235-0600
Regulation S-P...................  Part 248................    3235-0537
Form 1...........................  249.1...................    3235-0017
Form 1-N.........................  249.10..................    3235-0554
Form 25..........................  249.25..................    3235-0080
Form 26..........................  249.26..................    3235-0079
Form 3...........................  249.103.................    3235-0104
Form 4...........................  249.104.................    3235-0287
Form 5...........................  249.105.................    3235-0362
Form 8-A.........................  249.208a................    3235-0056
Form 10..........................  249.210.................    3235-0064
Form 10-SB.......................  249.210b................    3235-0419
Form 18..........................  249.218.................    3235-0121
Form 20-F........................  249.220f................    3235-0288

[[Page 137]]

 
Form 40-F........................  249.240f................    3235-0381
Form 6-K.........................  249.306.................    3235-0116
Form 8-K.........................  249.308.................    3235-0060
Form 10-Q........................  249.308a................    3235-0070
Form 10-QSB......................  249.308b................    3235-0416
Form 10-K........................  249.310.................    3235-0063
Form 10-KSB......................  249.310b................    3235-0420
Form 11-K........................  249.311.................    3235-0082
Form 18-K........................  249.318.................    3235-0120
Form 12B-25......................  249.322.................    3235-0058
Form 15..........................  249.323.................    3235-0167
Form 13F.........................  249.325.................    3235-0006
Form SE..........................  249.444.................    3235-0327
Form ET..........................  249.445.................    3235-0329
Form ID..........................  249.446.................    3235-0328
Form DF..........................  249.448.................    3235-0482
Form BD..........................  249.501.................    3235-0012
Form BDW.........................  249.501a................    3235-0018
Form BD-N........................  249.501b................    3235-0556
Form X-17A-5.....................  249.617.................    3235-0123
Form X-17A-19....................  249.635.................    3235-0133
Form ATS.........................  249.637.................    3235-0509
Form ATS-R.......................  249.638.................    3235-0509
Form X-15AJ-1....................  249.802.................    3235-0044
Form X-15AJ-2....................  249.803.................    3235-0044
Form 19b-4.......................  249.819.................    3235-0045
Form 19b-4(e)....................  249.820.................    3235-0504
Form Pilot.......................  249.821.................    3235-0507
Form SIP.........................  249.1001................    3235-0043
Form MSD.........................  249.1100................    3235-0083
Form MSDW........................  249.1110................    3235-0087
Form X-17F-1A....................  249.1200................    3235-0037
Form TA-1........................  249b.100................    3235-0084
Form TA-W........................  249b.101................    3235-0151
Form TA-2........................  249b.102................    3235-0337
Form CA-1........................  249b.200................    3235-0195
Rule 1(a)........................  250.1(a)................    3235-0170
Rule 1(b)........................  250.1(b)................    3235-0170
Rule 1(c)........................  250.1(c)................    3235-0164
Rule 2...........................  250.2...................    3235-0161
Rule 3...........................  250.3...................    3235-0160
Rule 7...........................  250.7...................    3235-0165
Rule 7(d)........................  250.7(d)................    3235-0165
Rule 20(b).......................  250.20(b)...............    3235-0125
Rule 20(c).......................  250.20(c)...............    3235-0125
Rule 20(d).......................  250.20(d)...............    3235-0163
Rule 23..........................  250.23..................    3235-0125
Rule 24..........................  250.24..................    3235-0126
Rule 26..........................  250.26..................    3235-0183
Rule 29..........................  250.29..................    3235-0149
Rule 44..........................  250.44..................    3235-0147
Rule 45..........................  250.45..................    3235-0154
Rule 47(b).......................  250.47(b)...............    3235-0163
Rule 52..........................  250.52..................    3235-0369
Form 53..........................  250.53..................    3235-0426
Rule 54..........................  250.54..................    3235-0427
Rule 57(a).......................  250.57(a)...............    3235-0428
Rule 57(b).......................  250.57(b)...............    3235-0429
Rule 58..........................  250.58..................    3235-0457
Rule 62..........................  250.62..................    3235-0152
Rule 71(a).......................  250.71(a)...............    3235-0173
Rule 72..........................  250.72..................    3235-0149
Rule 83..........................  250.83..................    3235-0181
Rule 87..........................  250.87..................    3235-0552
Rule 88..........................  250.88..................    3235-0182
Rule 93..........................  250.93..................    3235-0153
Rule 94..........................  250.94..................    3235-0153
Rule 95..........................  250.95..................    3235-0162
Rule 100(a)......................  250.100(a)..............    3235-0125
Uniform System of Accounts for     Part 256................    3235-0153
 Mutual Service Companies and
 Subsidiary Service Companies,
 Public Utility Holding Company
 Act of 1935.

[[Page 138]]

 
Preservation and Destruction of    Part 257................    3235-0306
 Records of Registered Public
 Utility Holding Companies and of
 Mutual and Subsidiary Service
 Companies.
Form U5A.........................  259.5a..................    3235-0170
Form U5B.........................  259.5b..................    3235-0170
Form U5S.........................  259.5s..................    3235-0164
Form U-1.........................  259.101.................    3235-0125
Form U-13-1......................  259.113.................    3235-0182
Form U-6B-2......................  259.206.................    3235-0163
Form U-57........................  259.207.................    3235-0428
Form U-9C-3......................  259.208.................    3235-0457
Form U-12(I)-A...................  259.212a................    3235-0173
Form U-12(I)-B...................  259.212b................    3235-0173
Form U-13E-1.....................  259.213.................    3235-0162
Form U-R-1.......................  259.221.................    3235-0152
Form U-13-60.....................  259.313.................    3235-0153
Form U-3A-2......................  259.402.................    3235-0161
Form U-3A3-1.....................  259.403.................    3235-0160
Form U-7D........................  259.404.................    3235-0165
Form U-33-S......................  259.405.................    3235-0429
Form ET..........................  259.601.................    3235-0329
Form ID..........................  259.602.................    3235-0328
Form SE..........................  259.603.................    3235-0327
Rule 7a-15 thru 7a-37............  260.7a-15 thru 260.7a-37    3235-0132
Form T-1.........................  269.1...................    3235-0110
Form T-2.........................  269.2...................    3235-0111
Form T-3.........................  269.3...................    3235-0105
Form T-4.........................  269.4...................    3235-0107
Form ET..........................  269.6...................    3235-0329
Form ID..........................  269.7...................    3235-0328
Form SE..........................  269.8...................    3235-0327
Form T-6.........................  269.9...................    3235-0391
Rule 0-1.........................  270.0-1.................    3235-0531
Rule 2a-7........................  270.2a-7................    3235-0268
Rule 2a19-1......................  270.2a19-1..............    3235-0332
Rule 3a-4........................  270.3a-4................    3235-0459
Rule 6c-7........................  270.6c-7................    3235-0276
Rule 6e-2........................  270.6e-2................    3235-0177
Rule 7d-1........................  270.7d-1................    3235-0311
Rule 7d-2........................  270.7d-2................    3235-0527
Section 8(b) of the Investment     270.8b-1 thru 270.8b-32.    3235-0176
 Company Act of 1940.
Rule 10f-3.......................  270.10f-3...............    3235-0226
Rule 11a-2.......................  270.11a-2...............    3235-0272
Rule 11a-3.......................  270.11a-3...............    3235-0358
Rule 12b-1.......................  270.12b-1...............    3235-0212
Rule 17a-7.......................  270.17a-7...............    3235-0214
Rule 17a-8.......................  270.17a-8...............    3235-0235
Rule 17e-1.......................  270.17e-1...............    3235-0217
Rule 17f-1.......................  270.17f-1...............    3235-0222
Rule 17f-2.......................  270.17f-2...............    3235-0223
Rule 17f-4.......................  270.17f-4...............    3235-0225
Rule 17f-6.......................  270.17f-6...............    3235-0447
Rule 17f-7.......................  270.17f-7...............    3235-0529
Rule 17g-1(g)....................  270.17g-1(g)............    3235-0213
Rule 17j-1.......................  270.17j-1...............    3235-0224
Rule 18f-1.......................  270.18f-1...............    3235-0211
Rule 18f-3.......................  270.18f-3...............    3235-0441
Rule 19a-1.......................  270.19a-1...............    3235-0216
Rule 20a-1.......................  270.20a-1...............    3235-0158
Rule 22d-1.......................  270.22d-1...............    3235-0310
Rule 23c-1.......................  270.23c-1...............    3235-0260
Rule 23c-3.......................  270.23c-3...............    3235-0422
Rule 27e-1.......................  270.27e-1...............    3235-0545
Rule 30b2-1......................  270.30b2-1..............    3235-0220
Rule 30d-2.......................  270.30d-2...............    3235-0494
Rule 30e-1.......................  270.30e-1...............    3235-0025
Rule 31a-1.......................  270.31a-1...............    3235-0178
Rule 31a-2.......................  270.31a-2...............    3235-0179
Rule 32a-4.......................  270.32a-4...............    3235-0530
Rule 34b-1.......................  270.34b-1...............    3235-0346
Rule 35d-1.......................  270.35d-1...............    3235-0548
Form N-5.........................  274.5...................    3235-0169

[[Page 139]]

 
Form N-8A........................  274.10..................    3235-0175
Form N-2.........................  274.11a-1...............    3235-0026
Form N-3.........................  274.11b.................    3235-0316
Form N-4.........................  274.11c.................    3235-0318
Form N-8B-2......................  274.12..................    3235-0186
Form N-6F........................  274.15..................    3235-0238
Form 24F-2.......................  274.24..................    3235-0456
Form N-18F-1.....................  274.51..................    3235-0211
Form N-54A.......................  274.53..................    3235-0237
Form N-54C.......................  274.54..................    3235-0236
Form N-SAR.......................  274.101.................    3235-0330
Form N-27E-1.....................  274.127e-1..............    3235-0545
Form N-27F-1.....................  274.127f-1..............    3235-0546
Form N-17D-1.....................  274.200.................    3235-0229
Form N-23C-1.....................  274.201.................    3235-0230
Form N-8F........................  274.218.................    3235-0157
Form N-17F-1.....................  274.219.................    3235-0359
Form N-17F-2.....................  274.220.................    3235-0360
Form N-23c-3.....................  274.221.................    3235-0422
Form ET..........................  274.401.................    3235-0329
Form ID..........................  274.402.................    3235-0328
Form SE..........................  274.403.................    3235-0327
Rule 0-2.........................  275.0-2.................    3235-0240
Rule 203-3.......................  275.203-3...............    3235-0538
Rule 204-2.......................  275.204-2...............    3235-0278
Rule 204-3.......................  275.204-3...............    3235-0047
Rule 206(3)-2....................  275.206(3)-2............    3235-0243
Rule 206(4)-2....................  275.206(4)-2............    3235-0241
Rule 206(4)-3....................  275.206(4)-3............    3235-0242
Rule 206(4)-4....................  275.206(4)-4............    3235-0345
Form ADV.........................  279.1...................    3235-0049
Schedule I to Form ADV...........  279.1...................    3235-0490
Form ADV-W.......................  279.2...................    3235-0313
Form ADV-H.......................  379.3...................    3235-0538
Form 4-R.........................  279.4...................    3235-0240
Form 5-R.........................  279.5...................    3235-0240
Form 6-R.........................  279.6...................    3235-0240
Form 7-R.........................  279.7...................    3235-0240
Form ADV-E.......................  279.8...................    3235-0361
------------------------------------------------------------------------


[67 FR 14634, Mar. 27, 2002, as amended at 70 FR 37611, June 29, 2005]



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.

[[Page 140]]

                       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 proceedings 
          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 and severance 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.
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 Consideration 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.
201.440 Appeal of determinations by the Public Company Accounting 
          Oversight Board.
201.441 Commission consideration of Board determinations.
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.

[[Page 141]]

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.
201.610-201.614 [Reserved]
201.620 [Reserved]
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.

            Subpart E_Adjustment of Civil Monetary Penalties

201.1001 Adjustment of civil monetary penalties--1996.

Table I to Subpart E--Civil Monetary Penalty Inflation Adjustments
201.1002 Adjustment of civil monetary penalties--2001.
Table II to Subpart E--Civil Monetary Penalty Inflation Adjustments
201.1003 Adjustment of civil monetary penalties--2005.
Table III to Subpart E--Civil Monetary Penalty Inflation Adjustments

               Subpart F_Fair Fund and Disgorgement Plans

201.1100 Creation of Fair Fund.
201.1101 Submission of plan of distribution; contents of plan.
201.1102 Provisions for payment.
201.1103 Notice of proposed plan and opportunity for comment by non-
          parties.
201.1104 Order approving, modifying, or disapproving proposed plan.
201.1105 Administration of plan.
201.1106 Right to challenge.

    Authority: 15 U.S.C. 77s, 77sss, 78w, 78x, 80a-37, and 80b-11; 5 
U.S.C. 504(c)(1).

    Source: 47 FR 610, Jan. 6, 1982, unless otherwise noted.

Subpart A [Reserved]



   Subpart B_Regulations Pertaining to the Equal Access to Justice Act



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

[[Page 142]]

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;
    (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.

[[Page 143]]

    (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 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

[[Page 144]]

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 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

[[Page 145]]

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 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 Sec.  
201.221 and Sec.  201.222(a). 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

[[Page 146]]

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; 70 
FR 72569, Dec. 5, 2005]



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 
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

[[Page 147]]

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, 100 F 
Street, NE., Washington, DC 20549.

[54 FR 28799, July 10, 1989, as amended at 73 FR 32227, June 5, 2008]



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 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, 80b-12, 7202, 7215, 
and 7217.

    Source: 60 FR 32796, June 23, 1995, unless otherwise noted.

[[Page 148]]

                              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.
    (c) The Commission, upon its determination that to do so would serve 
the interests of justice and not result in prejudice to the parties to 
the proceeding, may by order direct, in a particular proceeding, that an 
alternative procedure shall apply or that compliance with an otherwise 
applicable rule is unnecessary.

[60 FR 32796, June 23, 1995; 60 FR 46499, Sept. 7, 1995, as amended at 
69 FR 13175, Mar. 19, 2004]



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 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:
    (i) By an order instituting proceedings; or
    (ii) By the filing, pursuant to Sec.  201.410, of a petition for 
review of an initial decision by a hearing officer; or
    (iii) By the filing, pursuant to Sec.  201.420, of an application 
for review of a self-regulatory organization determination; or
    (iv) 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; or
    (v) By the filing, pursuant to Sec.  201.440, of an application for 
review of a determination by the Public Company Accounting Oversight 
Board; or
    (vi) By the filing, pursuant to Sec.  242.601 of this chapter, of an 
application for review of an action or failure to act in connection with 
the implementation or operation of any effective transaction reporting 
plan; or
    (vii) By the filing, pursuant to Sec.  242.608 of this chapter, of 
an application for review of an action taken or failure to act in 
connection with the implementation or operation of any effective 
national market system plan; or
    (viii) By the filing, pursuant to Section 11A(b)(5) of the 
Securities Exchange Act of 1934, of an application

[[Page 149]]

for review of a determination of a registered securities information 
processor;
    (10) Secretary means the Secretary of the Commission;
    (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; and
    (12) Board means the Public Company Accounting Oversight Board.
    (b) [Reserved]

[60 FR 32796, June 23, 1995, as amended at 69 FR 13175, Mar. 19, 2004; 
70 FR 37617, June 29, 2005]



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. Any person seeking to withdraw his or her appearance 
in a representative capacity shall file a notice of withdrawal with the 
Commission or the hearing officer. The notice shall state the name, 
address, and telephone number of the withdrawing representative; the 
name, address, and telephone number of the person for whom the 
appearance was made; and the effective date of the withdrawal. If the 
person seeking to withdraw knows the name, address, and telephone number 
of the new representative, or knows that the person for whom the 
appearance was made intends to represent him- or herself, that 
information shall be included in the notice. The notice must be served 
on the parties in accordance with Sec.  201.150. The notice shall be 
filed at least five days before the proposed effective date of the 
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

[[Page 150]]

to any person who is found by the Commission after notice and 
opportunity for hearing in the matter:
    (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

[[Page 151]]

hearing at a time and place designated by the Commission, or both, and, 
after opportunity for hearing, may censure 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.  201.540 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

[[Page 152]]

such attorney, accountant, engineer or other professional or expert.

[60 FR 32796, June 23, 1995, as amended at 63 FR 57122, Oct. 26, 1998; 
69 FR 13176, Mar. 19, 2004; 70 FR 72569, Dec. 5, 2005]



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 100 F Street, NE., 
Washington, DC 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.

[60 FR 32796, June 23, 1995, as amended at 70 FR 72569, Dec. 5, 2005]



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 of 
Practice, considering and ruling upon all procedural and other motions, 
including a motion to correct a manifest error of fact in the initial 
decision. A motion to correct is properly filed under this Rule only if 
the basis for the motion is a patent misstatement of fact in the initial 
decision. Any motion to correct must be filed within ten days of the 
initial decision. A brief in opposition may be filed within five days of 
a motion to correct. The hearing officer shall have 20 days from the

[[Page 153]]

date of filing of any brief in opposition filed to rule on a motion to 
correct;
    (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.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13176, Mar. 19, 2004; 
70 FR 72569, Dec. 5, 2005]



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 
proceedings 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

[[Page 154]]

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.
    (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 law to receive such 
notice, by any method specified in paragraph (a)(2)(i) of this section, 
or, in the case of an issuer of a class of securities registered with 
the Commission, by sending a copy of the order addressed to the most 
recent address shown on the entity's most recent filing with the 
Commission by U.S. Postal Service certified, registered, or Express Mail 
and obtaining a confirmation of attempted delivery.
    (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.
    (vi) To persons registered with self-regulatory organizations. 
Notice of a proceeding shall be made to a person registered with a self-
regulatory organization by any method specified in paragraph (a)(2)(i) 
of this section, or by sending a copy of the order addressed to the most 
recent address for the person shown in the Central Registration 
Depository by U.S. Postal Service certified, registered, or Express Mail 
and obtaining a confirmation of attempted delivery.
    (3) Record of service. The Secretary shall maintain a record of 
service on parties (in hard copy or computerized format), 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 of service 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 or Express Mail, the 
Secretary shall maintain the confirmation of receipt or of attempted 
delivery. If service is made to an agent authorized by appointment to 
receive service, the certificate of service 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

[[Page 155]]

section or Sec.  201.150(c)(1)-(3). Such orders or decisions may also be 
served by facsimile transmission if the party to be served has agreed to 
accept such service in a writing, signed by the party, and has provided 
the Commission with information concerning the facsimile machine 
telephone number and hours of facsimile machine operation. 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.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13176, Mar. 19, 2004; 
70 FR 72569, Dec. 5, 2005]



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:
    (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 transmission where the 
following conditions are met:
    (i) The persons so serving each other have provided the Commission 
and the parties with notice of the facsimile machine telephone number to 
be used and the hours of facsimile machine operation;
    (ii) The transmission is made at such a time that it is received 
during the Commission's business hours as defined in Sec.  201.104; and
    (iii) The sender of the transmission previously has not been served 
in accordance with Sec.  201.150 with a written notice from the 
recipient of the transmission declining service by facsimile 
transmission.
    (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.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13176, Mar. 19, 2004]



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 contemporaneously with the Commission. Papers 
required to be filed with the Commission must be received within the 
time limit, if any, for such filing. Filing with the Commission may be 
made by facsimile transmission if the party also contemporaneously 
transmits to the Commission a non-facsimile original with a manual 
signature. However, any person filing with the Commission by facsimile 
transmission will be responsible for assuring that the Commission 
receives a complete and legible filing within the time limit set for 
such filing.
    (b) Where to file. Filing of papers with the Commission shall be 
made by filing

[[Page 156]]

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.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13176, Mar. 19, 2004]



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\x11 
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 12-point or larger 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 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, unless filing is made by facsimile in accordance with 
Sec.  201.151. If filing is made by facsimile, the filer shall also 
transmit to the Office of the Secretary one non-facsimile original with 
a manual signature, contemporaneously with the facsimile transmission. 
The non-facsimile original must be accompanied by a statement of the 
date on which, and the facsimile number to which, the party made 
transmission of the facsimile filing.
    (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.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13176, Mar. 19, 2004; 
70 FR 72569, Dec. 5, 2005]



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

[[Page 157]]

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. No motion (together with the brief in support 
of the motion), brief in opposition to the motion, or reply brief shall 
exceed 7,000 words, exclusive of any table of contents or table of 
authorities. The word limit shall not apply to any addendum that 
consists solely of copies of applicable cases, pertinent legislative 
provisions or rules, or relevant exhibits. Requests for leave to file 
motions and briefs in excess of 7,000 words are disfavored. A motion or 
brief, together with any accompanying brief, that does not exceed 15 
pages in length, exclusive of pages containing the table of contents, 
table of authorities, and any addendum that consists solely of copies of 
applicable cases, pertinent legislative provisions, or rules and 
exhibits, but inclusive of pleadings incorporated by reference, is 
presumptively considered to contain no more than 7,000 words. Any motion 
or brief that exceeds these page limits must include a certificate by 
the attorney, or an unrepresented party, stating that the document 
complies with the length limitation set forth in this paragraph and 
stating the number of words in the document. The person preparing the 
certificate may rely on the word count of a word-processing program to 
prepare the document.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13177, Mar. 19, 2004; 
70 FR 72569, Dec. 5, 2005]



Sec.  201.155  Default; motion to set aside default.

    (a) A party to a proceeding may be deemed to be in default and the 
Commission or the hearing officer may determine the proceeding against 
that party upon consideration of the record, including the order 
instituting proceedings, the allegations of which may be deemed to be 
true, if that party fails:
    (1) To appear, in person or through a representative, at a hearing 
or conference of which that party has been notified;
    (2) To answer, to respond to a dispositive motion within the time 
provided, or otherwise to defend the proceeding; or

[[Page 158]]

    (3) To cure a deficient filing within the time specified by the 
commission or the hearing officer pursuant to Sec.  201.180(b).
    (b) A motion to set aside a default shall be made within a 
reasonable time, state the reasons for the failure to appear or defend, 
and specify the nature of the proposed defense in the proceeding. In 
order to prevent injustice and on such conditions as may be appropriate, 
the hearing officer, at any time prior to the filing of the initial 
decision, or the Commission, at any time, may for good cause shown set 
aside a default.



Sec.  201.160  Time computation.

    (a) Computation. In computing any period of time prescribed in or 
allowed by these Rules of Practice or by order of the Commission, the 
day of the act, event, or default from which the designated period of 
time begins to run shall not be included. The last day of the period so 
computed shall be included unless it is a Saturday, Sunday, or Federal 
legal holiday (as defined in Sec.  201.104), in which event the period 
runs until the end of the next day that is not a Saturday, Sunday, or 
Federal legal holiday. Intermediate Saturdays, Sundays, and Federal 
legal holidays shall be excluded from the computation when the period of 
time prescribed or allowed is seven days or less, not including any 
additional time allowed for service by mail in paragraph (b) of this 
section. If on the day a filing is to be made, weather or other 
conditions have caused the Secretary's office or other designated filing 
location to close, the filing deadline shall be extended to the end of 
the next day that is neither a Saturday, a Sunday, nor a Federal legal 
holiday.
    (b) Additional time for service by mail. If service is made by mail, 
three days shall be added to the prescribed period for response unless 
an order of the Commission or the hearing officer specifies a date 
certain for filing. In the event that an order of the Commission or the 
hearing officer specifies a date certain for filing, no time shall be 
added for service by mail.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13177, Mar. 19, 2004]



Sec.  201.161  Extensions of time, postponements and adjournments.

    (a) Availability. Except as otherwise provided by law, the 
Commission, at any time, or the hearing officer, at any time prior to 
the filing of his or her initial decision or, if no initial decision is 
to be filed, at any time prior to the closing of the record, may, for 
good cause shown, extend or shorten any time limits prescribed by these 
Rules of Practice for the filing of any papers and may, consistent with 
paragraphs (b) and (c) of this section, postpone or adjourn any hearing.
    (b) Considerations in determining whether to extend time limits or 
grant postponements, adjournments and extensions. (1) In considering all 
motions or requests pursuant to paragraph (a) or (b) of this section, 
the Commission or the hearing officer should adhere to a policy of 
strongly disfavoring such requests, except in circumstances where the 
requesting party makes a strong showing that the denial of the request 
or motion would substantially prejudice their case. In determining 
whether to grant any requests, the Commission or hearing officer shall 
consider, in addition to any other relevant factors:
    (i) The length of the proceeding to date;
    (ii) The number of postponements, adjournments or extensions already 
granted;
    (iii) The stage of the proceedings at the time of the request;
    (iv) The impact of the request on the hearing officer's ability to 
complete the proceeding in the time specified by the Commission; and
    (v) Any other such matters as justice may require.
    (2) To the extent that the Commission has chosen a timeline under 
which the hearing would occur beyond the statutory 60-day deadline, this 
policy of strongly disfavoring requests for postponement will not apply 
to a request by a respondent to postpone commencement of a cease and 
desist proceeding hearing beyond the statutory 60-day period.
    (c)(1) Time limit. Postponements, adjournments or extensions of time 
for filing papers shall not exceed 21 days unless the Commission or the 
hearing officer states on the record or sets

[[Page 159]]

forth in a written order the reasons why a longer period of time is 
necessary.
    (2) Stay pending Commission consideration of offers of settlement. 
(i) If the Commission staff and one or more respondents in the 
proceeding file a joint motion notifying the hearing officer that they 
have agreed in principle to a settlement on all major terms, then the 
hearing officer shall stay the proceeding as to the settling 
respondent(s), or in the discretion of the hearing officer as to all 
respondents, pending completion of Commission consideration of the 
settlement offer. Any such stay will be contingent upon:
    (A) The settling respondent(s) submitting to the Commission staff, 
within fifteen business days of the stay, a signed offer of settlement 
in conformance with Sec.  201.240; and
    (B) Within twenty business days of receipt of the signed offer, the 
staff submitting the settlement offer and accompanying recommendation to 
the Commission for consideration.
    (ii) If the parties fail to meet either of these deadlines or if the 
Commission rejects the offer of settlement, the hearing officer must be 
promptly notified and, upon notification of the hearing officer, the 
stay shall lapse and the proceeding will continue. In the circumstance 
where:
    (A) A hearing officer has granted a stay because the parties have 
``agreed in principle to a settlement;''
    (B) The agreement in principle does not materialize into a signed 
settlement offer within 15 business days of the stay; and
    (C) The stay lapses, the hearing officer will not be required to 
grant another stay related to the settlement process until both parties 
have notified the hearing officer in writing that a signed settlement 
offer has been prepared, received by the Commission's staff, and will be 
submitted to the Commission.
    (iii) The granting of any stay pursuant to this paragraph (c) shall 
not affect any deadline set pursuant to Sec.  201.360.

[60 FR 32796, June 23, 1995, as amended at 68 FR 35788, June 17, 2003]



Sec.  201.180  Sanctions.

    (a) Contemptuous conduct--(1) Subject to exclusion or suspension. 
Contemptuous conduct by any person before the Commission or a hearing 
officer during any proceeding, including any conference, shall be 
grounds for the Commission or the hearing officer to:
    (i) Exclude that person from such hearing or conference, or any 
portion thereof; and/or
    (ii) Summarily suspend that person from representing others in the 
proceeding in which such conduct occurred for the duration, or any 
portion, of the proceeding.
    (2) Review procedure. A person excluded from a hearing or 
conference, or a counsel summarily suspended from practice for the 
duration or any portion of a proceeding, may seek review of the 
exclusion or suspension by filing with the Commission, within three days 
of the exclusion or suspension order, a motion to vacate the order. The 
Commission shall consider such motion on an expedited basis as provided 
in Sec.  201.500.
    (3) Adjournment. Upon motion by a party represented by counsel 
subject to an order of exclusion or suspension, an adjournment shall be 
granted to allow the retention of new counsel. In determining the length 
of an adjournment, the Commission or hearing officer shall consider, in 
addition to the factors set forth in Sec.  201.161, the availability of 
co-counsel for the party or of other members of a suspended counsel's 
firm.
    (b) Deficient filings; leave to cure deficiencies. The Commission or 
the hearing officer may reject, in whole or in part, any filing that 
fails to comply with any requirements of these Rules of Practice or of 
any order issued in the proceeding in which the filing was made. Any 
such filings shall not be part of the record. The Commission or the 
hearing officer may direct a party to cure any deficiencies and to 
resubmit the filing within a fixed time period.
    (c) Failure to make required filing or to cure deficient filing. The 
Commission or the hearing officer may enter a default pursuant to Sec.  
201.155, dismiss the case, decide the particular matter at issue

[[Page 160]]

against that person, or prohibit the introduction of evidence or exclude 
testimony concerning that matter if a person fails:
    (1) To make a filing required under these Rules of Practice; or
    (2) To cure a deficient filing within the time specified by the 
Commission or the hearing officer pursuant to paragraph (b) of this 
section.



Sec.  201.190  Confidential treatment of information in certain filings.

    (a) Application. An application for confidential treatment pursuant 
to the provisions of Clause 30 of Schedule A of the Securities Act of 
1933, 15 U.S.C. 77aa(30), and Rule 406 thereunder, 17 CFR 230.406; 
Section 24(b)(2) of the Securities Exchange Act of 1934, 15 U.S.C. 
78x(b)(2), and Rule 24b-2 thereunder, 17 CFR 240.24b-2; Section 22(b) of 
the Public Utility Holding Company Act of 1935, 15 U.S.C. 79v(b), and 
Rule 104 thereunder, 17 CFR 250.104; Section 45(a) of the Investment 
Company Act of 1940, 15 U.S.C. 80a-44(a), and Rule 45a-1 thereunder, 17 
CFR 270.45a-1; or Section 210(a) of the Investment Advisers Act of 1940, 
15 U.S.C. 80b-10(a), shall be filed with the Secretary. The application 
shall be accompanied by a sealed copy of the materials as to which 
confidential treatment is sought.
    (b) Procedure for supplying additional information. The applicant 
may be required to furnish in writing additional information with 
respect to the grounds for objection to public disclosure. Failure to 
supply the information so requested within 14 days from the date of 
receipt by the applicant of a notice of the information required shall 
be deemed a waiver of the objection to public disclosure of that portion 
of the information to which the additional information relates, unless 
the Commission or the hearing officer shall otherwise order for good 
cause shown at or before the expiration of such 14-day period.
    (c) Confidentiality of materials pending final decision. Pending the 
determination of the application for confidential treatment, 
transcripts, non-final orders including an initial decision, if any, and 
other materials in connection with the application shall be placed under 
seal; shall be for the confidential use only of the hearing officer, the 
Commission, the applicant, and any other parties and counsel; and shall 
be made available to the public only in accordance with orders of the 
Commission.
    (d) Public availability of orders. Any final order of the Commission 
denying or sustaining an application for confidential treatment shall be 
made public. Any prior findings or opinions relating to an application 
for confidential treatment under this section shall be made public at 
such time as the material as to which confidentiality was requested is 
made public.



Sec.  201.191  Adjudications not required to be determined on the 
record after notice and opportunity for hearing.

    (a) Scope of the rule. This rule applies to every case of 
adjudication, as defined in 5 U.S.C. 551, pursuant to any statute which 
the Commission administers, where adjudication is not required to be 
determined on the record after notice and opportunity for hearing and 
which the Commission has not chosen to determine on the record after 
notice and opportunity for hearing.
    (b) Procedure. In every case of adjudication under paragraph (a) of 
this section, the Commission shall give prompt notice of any adverse 
action or final disposition to any person who has requested the 
Commission to make (or not to make) any such adjudication, and furnish 
to any such person a written statement of reasons therefor. Additional 
procedures may be specified in rules relating to specific types of such 
adjudications. Where any such rule provides for the publication of a 
Commission order, notice of the action or disposition shall be deemed to 
be given by such publication.
    (c) Contents of the record. If the Commission provides notice and 
opportunity for the submission of written comments by parties to the 
adjudication or, as the case may be, by other interested persons, 
written comments received on or before the closing date for comments, 
unless accorded confidential treatment pursuant to statute or rule of 
the Commission, become a part of the record of the adjudication. The 
Commission, in its discretion, may

[[Page 161]]

accept and include in the record written comments filed with the 
Commission after the closing date.



Sec.  201.192  Rulemaking: Issuance, amendment and repeal of rules 
of general application.

    (a) By petition. Any person desiring the issuance, amendment or 
repeal of a rule of general application may file a petition therefor 
with the Secretary. Such petition shall include a statement setting 
forth the text or the substance of any proposed rule or amendment 
desired or specifying the rule the repeal of which is desired, and 
stating the nature of his or her interest and his or her reasons for 
seeking the issuance, amendment or repeal of the rule. The Secretary 
shall acknowledge, in writing, receipt of the petition and refer it to 
the appropriate division or office for consideration and recommendation. 
Such recommendations shall be transmitted with the petition to the 
Commission for such action as the Commission deems appropriate. The 
Secretary shall notify the petitioner of the action taken by the 
Commission.
    (b) Notice of proposed issuance, amendment or repeal of rules. 
Except where the Commission finds that notice and public procedure are 
impracticable, unnecessary, or contrary to the public interest, whenever 
the Commission proposes to issue, amend, or repeal any rule or 
regulation of general application other than an interpretive rule; 
general statement of policy; or rule of agency organization, procedure, 
or practice; or any matter relating to agency management or personnel or 
to public property, loans, grants, benefits, or contracts, there shall 
first be published in the Federal Register a notice of the proposed 
action. Such notice shall include:
    (1) A statement of the time, place, and nature of the rulemaking 
proceeding, with particular reference to the manner in which interested 
persons shall be afforded the opportunity to participate in such 
proceeding;
    (2) Reference to the authority under which the rule is proposed; and
    (3) The terms or substance of the proposed rule or a description of 
the subjects and issues involved.



Sec.  201.193  Applications by barred individuals for consent to 
associate.

                            Preliminary note

    This rule governs applications to the Commission by certain persons, 
barred by Commission order from association with brokers, dealers, 
municipal securities dealers, government securities brokers, government 
securities dealers, investment advisers, investment companies or 
transfer agents, for consent to become so associated. Applications made 
pursuant to this section must show that the proposed association would 
be consistent with the public interest. In addition to the information 
specifically required by the rule, applications should be supplemented, 
where appropriate, by written statements of individuals (other than the 
applicant) who are competent to attest to the applicant's character, 
employment performance, and other relevant information. Intentional 
misstatements or omissions of fact may constitute criminal violations of 
18 U.S.C. 1001 et seq. and other provisions of law.
    The nature of the supervision that an applicant will receive or 
exercise as an associated person with a registered entity is an 
important matter bearing upon the public interest. In meeting the burden 
of showing that the proposed association is consistent with the public 
interest, the application and supporting documentation must demonstrate 
that the proposed supervision, procedures, or terms and conditions of 
employment are reasonably designed to prevent a recurrence of the 
conduct that led to imposition of the bar. As an associated person, the 
applicant will be limited to association in a specified capacity with a 
particular registered entity and may also be subject to specific terms 
and conditions.
    Normally, the applicant's burden of demonstrating that the proposed 
association is consistent with the public interest will be difficult to 
meet where the applicant is to be supervised by, or is to supervise, 
another barred individual. In addition, where an applicant wishes to 
become the sole proprietor of a registered entity and thus is seeking 
Commission consent notwithstanding an absence of supervision, the 
applicant's burden will be difficult to meet.
    In addition to the factors set forth in paragraph (d) of this 
section, the Commission will consider the nature of the findings that 
resulted in the bar when making its determination as to whether the 
proposed association is consistent with the public interest. In this 
regard, attention is directed to Rule 5(e) of the Commission's Rules on 
Informal and Other Procedures, 17 CFR 202.5(e). Among other things, Rule 
5(e) sets forth the Commission's policy ``not to permit a * * * 
respondent [in an administrative proceeding] to consent to * * * [an] 
order that imposes a

[[Page 162]]

sanction while denying the allegations in the * * * order for 
proceedings.'' Consistent with the rationale underlying that policy, and 
in order to avoid the appearance that an application made pursuant to 
this section was granted on the basis of such denial, the Commission 
will not consider any application that attempts to reargue or 
collaterally attack the findings that resulted in the Commission's bar 
order.

    (a) Scope of rule. Applications for Commission consent to associate, 
or to change the terms and conditions of association, with a registered 
broker, dealer, municipal securities dealer, government securities 
broker, government securities dealer, investment adviser, investment 
company or transfer agent may be made pursuant to this section where a 
Commission order bars the individual from association with a registered 
entity and:
    (1) Such barred individual seeks to become associated with an entity 
that is not a member of a self-regulatory organization; or
    (2) The order contains a proviso that application may be made to the 
Commission after a specified period of time.
    (b) Form of application. Each application shall be supported by an 
affidavit, manually signed by the applicant, that addresses the factors 
set forth in paragraph (d) of this section. One original and three 
copies of the application shall be filed pursuant to Sec. Sec.  201.151, 
201.152 and 201.153. Each application shall include as exhibits:
    (1) A copy of the Commission order imposing the bar;
    (2) An undertaking by the applicant to notify immediately the 
Commission in writing if any information submitted in support of the 
application becomes materially false or misleading while the application 
is pending;
    (3) The following forms, as appropriate:
    (i) A copy of a completed Form U-4, where the applicant's proposed 
association is with a broker-dealer or municipal securities dealer;
    (ii) A copy of a completed Form MSD-4, where the applicant's 
proposed association is with a bank municipal securities dealer;
    (iii) The information required by Form ADV, 17 CFR 279.1, with 
respect to the applicant, where the applicant's proposed association is 
with an investment adviser;
    (iv) The information required by Form TA-1, 17 CFR 249b.100, with 
respect to the applicant, where the applicant's proposed association is 
with a transfer agent; and
    (4) A written statement by the proposed employer that describes:
    (i) The terms and conditions of employment and supervision to be 
exercised over such applicant and, where applicable, by such applicant;
    (ii) The qualifications, experience, and disciplinary records of the 
proposed supervisor(s) of the applicant;
    (iii) The compliance and disciplinary history, during the two years 
preceding the filing of the application, of the office in which the 
applicant will be employed; and
    (iv) The names of any other associated persons in the same office 
who have previously been barred by the Commission, and whether they are 
to be supervised by the applicant.
    (c) Required showing. The applicant shall make a showing 
satisfactory to the Commission that the proposed association would be 
consistent with the public interest.
    (d) Factors to be addressed. The affidavit required by paragraph (b) 
of this section shall address each of the following:
    (1) The time period since the imposition of the bar;
    (2) Any restitution or similar action taken by the applicant to 
recompense any person injured by the misconduct that resulted in the 
bar;
    (3) The applicant's compliance with the order imposing the bar;
    (4) The applicant's employment during the period subsequent to 
imposition of the bar;
    (5) The capacity or position in which the applicant proposes to be 
associated;
    (6) The manner and extent of supervision to be exercised over such 
applicant and, where applicable, by such applicant;
    (7) Any relevant courses, seminars, examinations or other actions 
completed by the applicant subsequent to imposition of the bar to 
prepare for his or her return to the securities business; and

[[Page 163]]

    (8) Any other information material to the application.
    (e) Notification to applicant and written statement. In the event an 
adverse recommendation is proposed by the staff with respect to an 
application made pursuant to this section, the applicant shall be so 
advised and provided with a written statement of the reasons for such 
recommendation. The applicant shall then have 30 days to submit a 
written statement in response.
    (f) Concurrent applications. The Commission will not consider any 
application submitted pursuant to this section if any other application 
for consent to associate concerning the same applicant is pending before 
any self-regulatory organization.

             Initiation of Proceedings and Prehearing Rules



Sec.  201.200  Initiation of proceedings.

    (a) Order instituting proceedings: Notice and opportunity for 
hearing--(1) Generally. Whenever an order instituting proceedings is 
issued by the Commission, appropriate notice thereof shall be given to 
each party to the proceeding by the Secretary or another duly designated 
officer of the Commission. Each party shall be given notice of any 
hearing within a time reasonable in light of the circumstances, in 
advance of the hearing; provided, however, no prior notice need be given 
to a respondent if the Commission has authorized the Division of 
Enforcement to seek a temporary sanction ex parte.
    (2) Stop order proceedings: Additional persons entitled to notice. 
Any notice of a proceeding relating to the issuance of a stop order 
suspending the effectiveness of a registration statement pursuant to 
Section 8(d) of the Securities Act of 1933, 15 U.S.C. 77h(d), shall be 
sent to or served on the issuer; or, in the case of a foreign government 
or political subdivision thereof, sent to or served on the underwriter; 
or, in the case of a foreign or territorial person, sent to or served on 
its duly authorized representative in the United States named in the 
registration statement, properly directed in the case of telegraphic 
notice to the address given in such statement. In addition, if such 
proceeding is commenced within 90 days after the registration statement 
has become effective, notice of the proceeding shall be given to the 
agent for service named on the facing sheet of the registration 
statement and to each other person designated on the facing sheet of the 
registration statement as a person to whom copies of communications to 
such agent are to be sent.
    (b) Content of order. The order instituting proceedings shall:
    (1) State the nature of any hearing;
    (2) State the legal authority and jurisdiction under which the 
hearing is to be held;
    (3) Contain a short and plain statement of the matters of fact and 
law to be considered and determined, unless the order directs an answer 
pursuant to Sec.  201.220 in which case the order shall set forth the 
factual and legal basis alleged therefor in such detail as will permit a 
specific response thereto; and
    (4) State the nature of any relief or action sought or taken.
    (c) Time and place of hearing. The time and place for any hearing 
shall be fixed with due regard for the public interest and the 
convenience and necessity of the parties, other participants, or their 
representatives.
    (d) Amendment to order instituting proceedings--(1) By the 
Commission. Upon motion by a party, the Commission may, at any time, 
amend an order instituting proceedings to include new matters of fact or 
law.
    (2) By the hearing officer. Upon motion by a party, the hearing 
officer may, at any time prior to the filing of an initial decision or, 
if no initial decision is to be filed, prior to the time fixed for the 
filing of final briefs with the Commission, amend an order instituting 
proceedings to include new matters of fact or law that are within the 
scope of the original order instituting proceedings.
    (e) Publication of notice of public hearings. Unless otherwise 
ordered by the Commission, notice of any public hearing shall be given 
general circulation by release to the public, by publication in the SEC 
News Digest and, where directed, by publication in the Federal Register.

[[Page 164]]



Sec.  201.201  Consolidation and severance of proceedings.

    (a) Consolidation. By order of the Commission or a hearing officer, 
proceedings involving a common question of law or fact may be 
consolidated for hearing of any or all the matters at issue in such 
proceedings. The Commission or the hearing officer may make such orders 
concerning the conduct of such proceedings as it deems appropriate to 
avoid unnecessary cost or delay. Consolidation shall not prejudice any 
rights under these Rules of Practice and shall not affect the right of 
any party to raise issues that could have been raised if consolidation 
had not occurred. For purposes of this section, no distinction is made 
between joinder and consolidation of proceedings.
    (b) Severance. By order of the Commission, any proceeding may be 
severed with respect to one or more parties. Any motion to sever must be 
made solely to the Commission and must include a representation that a 
settlement offer is pending before the Commission or otherwise show good 
cause.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13177, Mar. 19, 2004; 
70 FR 72570, Dec. 5, 2005]



Sec.  201.202  Specification of procedures by parties in certain 
proceedings.

    (a) Motion to specify procedures. In any proceeding other than an 
enforcement or disciplinary proceeding, a proceeding to review a 
determination by a self-regulatory organization pursuant to Sec. Sec.  
201.420 and 201.421, or a proceeding to review a determination of the 
Board pursuant to Sec. Sec.  201.440 and 201.441, a party may, at any 
time up to 20 days prior to the start of a hearing, make a motion to 
specify the procedures necessary or appropriate for the proceeding with 
particular reference to:
    (1) Whether there should be an initial decision by a hearing 
officer;
    (2) Whether any interested division of the Commission may assist in 
the preparation of the Commission's decision; and
    (3) Whether there should be a 30-day waiting period between the 
issuance of the Commission's order and the date it is to become 
effective.
    (b) Objections; effect of failure to object. Any other party may 
object to the procedures so specified, and such party may specify such 
additional procedures as it considers necessary or appropriate. In the 
absence of such objection or such specification of additional 
procedures, such other party may be deemed to have waived objection to 
the specified procedures.
    (c) Approval required. Any proposal pursuant to paragraph (a) of 
this section, even if not objected to by any party, shall be subject to 
the written approval of the hearing officer.
    (d) Procedure upon agreement to waive an initial decision. If an 
initial decision is waived pursuant to paragraph (a) of this section, 
the hearing officer shall notify the Secretary and, unless the 
Commission directs otherwise within 14 days, no initial decision shall 
be issued.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13177, Mar. 19, 2004]



Sec.  201.210  Parties, limited participants and amici curiae.

    (a) Parties in an enforcement or disciplinary proceeding, a 
proceeding to review a self-regulatory organization determination, or a 
proceeding to review a Board determination--(1) Generally. No person 
shall be granted leave to become a party or a non-party participant on a 
limited basis in an enforcement or disciplinary proceeding, a proceeding 
to review a determination by a self-regulatory organization pursuant to 
Sec. Sec.  201.420 and 201.421, or a proceeding to review a 
determination by the Board pursuant to Sec. Sec.  201.440 and 201.441, 
except as authorized by paragraph (c) of this section.
    (2) Disgorgement proceedings. In an enforcement proceeding, a person 
may state his or her views with respect to a proposed plan of 
disgorgement or file a proof of claim pursuant to Sec.  201.1103.
    (b) Intervention as a party--(1) Generally. In any proceeding, other 
than an enforcement proceeding, a disciplinary proceeding, a proceeding 
to review a self-regulatory determination, or a proceeding to review a 
Board determination, any person may seek leave to intervene as a party 
by filing a motion setting forth the person's interest in the 
proceeding. No person, however,

[[Page 165]]

shall be admitted as a party to a proceeding by intervention unless it 
is determined that leave to participate pursuant to paragraph (c) of 
this section would be inadequate for the protection of the person's 
interests.
    (i) In a proceeding under the Public Utility Holding Company Act of 
1935, any representative of interested consumers or security holders, or 
any other person whose participation in the proceeding may be in the 
public interest or for the protection of investors or consumers, may be 
admitted as a party upon the filing of a written motion setting forth 
the person's interest in the proceeding.
    (ii) In a proceeding under the Investment Company Act of 1940, any 
representative of interested security holders, or any other person whose 
participation in the proceeding may be in the public interest or for the 
protection of investors, may be admitted as a party upon the filing of a 
written motion setting forth the person's interest in the proceeding.
    (2) Intervention as of right. (i) In proceedings under the Public 
Utility Holding Company Act of 1935, any interested representative, 
agency, authority or instrumentality of the United States or any 
interested State, State commission, municipality or other political 
subdivision of a state shall be admitted as a party to any proceeding 
upon the filing of a written motion requesting leave to be admitted.
    (ii) In proceedings under the Investment Company Act of 1940, any 
interested State or State agency shall be admitted as a party to any 
proceeding upon the filing of a written motion requesting leave to be 
admitted.
    (c) Leave to participate on a limited basis. In any proceeding, 
other than an enforcement proceeding, a disciplinary proceeding, a 
proceeding to review a self-regulatory determination, or a proceeding to 
review a Board determination, any person may seek leave to participate 
on a limited basis as a non-party participant as to any matter affecting 
the person's interests:
    (1) Procedure. Motions for leave to participate shall be in writing, 
shall set forth the nature and extent of the movant's interest in the 
proceeding, and, except where good cause for late filing is shown, shall 
be filed not later than 20 days prior to the date fixed for the 
commencement of the hearing. Leave to participate pursuant to this 
paragraph (c) may include such rights of a party as the hearing officer 
may deem appropriate. Persons granted leave to participate shall be 
served in accordance with Sec.  201.150; provided, however, that a party 
to the proceeding may move that the extent of notice of filings or other 
papers to be provided to persons granted leave to participate be 
limited, or may move that the persons granted leave to participate bear 
the cost of being provided copies of any or all filings or other papers. 
Persons granted leave to participate shall be bound, except as may be 
otherwise determined by the hearing officer, by any stipulation between 
the parties to the proceeding with respect to procedure, including 
submission of evidence, substitution of exhibits, corrections of the 
record, the time within which briefs or exceptions may be filed or 
proposed findings and conclusions may be submitted, the filing of 
initial decisions, the procedure to be followed in the preparation of 
decisions and the effective date of the Commission's order in the case. 
Where the filing of briefs or exceptions or the submission of proposed 
findings and conclusions are waived by the parties to the proceedings, a 
person granted leave to participate pursuant to this paragraph (c) shall 
not be permitted to file a brief or exceptions or submit proposed 
findings and conclusions except by leave of the Commission or of the 
hearing officer.
    (2) Certain persons entitled to leave to participate. The hearing 
officer is directed to grant leave to participate under this paragraph 
(c) to any person to whom it is proposed to issue any security in 
exchange for one or more bona fide outstanding securities, claims or 
property interests, or partly in such exchange and partly for cash, 
where the Commission is authorized to approve the terms and conditions 
of such issuance and exchange after a hearing upon the fairness of such 
terms and conditions.
    (3) Leave to participate in certain Commission proceedings by a 
representative of the United States Department of Justice, a United 
States Attorney's Office, or a

[[Page 166]]

criminal prosecutorial authority of any State or any other political 
subdivision of a State. The Commission or the hearing officer may grant 
leave to participate on a limited basis to an authorized representative 
of the United States Department of Justice, an authorized representative 
of a United States Attorney, or an authorized representative of any 
criminal prosecutorial authority of any State or any other political 
subdivision of a State for the purpose of requesting a stay during the 
pendency of a criminal investigation or prosecution arising out of the 
same or similar facts that are at issue in the pending Commission 
enforcement or disciplinary proceeding. Upon a showing that such a stay 
is in the public interest or for the protection of investors, the motion 
for stay shall be favored. A stay granted under this paragraph (c)(3) 
may be granted for such a period and upon such conditions as the 
Commission or the hearing officer deems appropriate.
    (d) Amicus participation--(1) Availability. An amicus brief may be 
filed only if:
    (i) A motion for leave to file the brief has been granted;
    (ii) The brief is accompanied by written consent of all parties;
    (iii) The brief is filed at the request of the Commission or the 
hearing officer; or
    (iv) The brief is presented by the United States or an officer or 
agency thereof, or by a State, Territory or Commonwealth.
    (2) Procedure. An amicus brief may be filed conditionally with the 
motion for leave. The motion for leave shall identify the interest of 
the movant and shall state the reasons why a brief of an amicus curiae 
is desirable. Except as all parties otherwise consent, any amicus curiae 
shall file its brief within the time allowed the party whose position 
the amicus will support, unless the Commission or hearing officer, for 
cause shown, grants leave for a later filing. In the event that a later 
filing is allowed, the order granting leave to file shall specify when 
an opposing party may reply to the brief. A motion of an amicus curiae 
to participate in oral argument will be granted only for extraordinary 
reasons.
    (e) Permission to state views. Any person may make a motion seeking 
leave to file a memorandum or make an oral statement of his or her 
views. Any such communication may be included in the record; provided, 
however, that unless offered and admitted as evidence of the truth of 
the statements therein made, any assertions of fact submitted pursuant 
to the provisions of this paragraph (e) will be considered only to the 
extent that the statements therein made are otherwise supported by the 
record.
    (f) Modification of participation provisions. The Commission or the 
hearing officer may, by order, modify the provisions of this section 
which would otherwise be applicable, and may impose such terms and 
conditions on the participation of any person in any proceeding as it 
may deem necessary or appropriate in the public interest.

[60 FR 32796, June 23, 1995, as amended at 63 FR 63405, Nov. 13, 1998; 
69 FR 13177, Mar. 19, 2004; 70 FR 72570, Dec. 5, 2005]



Sec.  201.220  Answer to allegations.

    (a) When required. In its order instituting proceedings, the 
Commission may require any party to file an answer to each of the 
allegations contained therein. Even if not so ordered, any party in any 
proceeding may elect to file an answer. Any other person granted leave 
by the Commission or the hearing officer to participate on a limited 
basis in such proceedings pursuant to Sec.  201.210(c) may be required 
to file an answer.
    (b) When to file. Except where a different period is provided by 
rule or by order, a party required to file an answer as provided in 
paragraph (a) of this section shall do so within 20 days after service 
upon the party of the order instituting proceedings. Persons granted 
leave to participate on a limited basis in the proceeding pursuant to 
Sec.  201.210(c) may file an answer within a reasonable time, as 
determined by the Commission or the hearing officer. If the order 
instituting proceedings is amended, the Commission or the hearing 
officer may require that an amended answer be filed and, if such an 
answer is required, shall specify a date for the filing thereof.

[[Page 167]]

    (c) Contents; effect of failure to deny. Unless otherwise directed 
by the hearing officer or the Commission, an answer shall specifically 
admit, deny, or state that the party does not have, and is unable to 
obtain, sufficient information to admit or deny each allegation in the 
order instituting proceedings. When a party intends in good faith to 
deny only a part of an allegation, the party shall specify so much of it 
as is true and shall deny only the remainder. A statement of a lack of 
information shall have the effect of a denial. A defense of res 
judicata, statute of limitations or any other matter constituting an 
affirmative defense shall be asserted in the answer. Any allegation not 
denied shall be deemed admitted.
    (d) Motion for more definite statement. A party may file with an 
answer a motion for a more definite statement of specified matters of 
fact or law to be considered or determined. Such motion shall state the 
respects in which, and the reasons why, each such matter of fact or law 
should be required to be made more definite. If the motion is granted, 
the order granting such motion shall set the periods for filing such a 
statement and any answer thereto.
    (e) Amendments. A party may amend its answer at any time by written 
consent of each adverse party or with leave of the Commission or the 
hearing officer. Leave shall be freely granted when justice so requires.
    (f) Failure to file answer: default. If a party respondent fails to 
file an answer required by this section within the time provided, such 
person may be deemed in default pursuant to Sec.  201.155(a). A party 
may make a motion to set aside a default pursuant to Sec.  201.155(b).



Sec.  201.221  Prehearing conference.

    (a) Purposes of conference. The purposes of a prehearing conference 
include, but are not limited to:
    (1) Expediting the disposition of the proceeding;
    (2) Establishing early and continuing control of the proceeding by 
the hearing officer; and
    (3) Improving the quality of the hearing through more thorough 
preparation.
    (b) Procedure. On his or her own motion or at the request of a 
party, the hearing officer may, in his or her discretion, direct counsel 
or any party to meet for an initial, final or other prehearing 
conference. Such conferences may be held with or without the hearing 
officer present as the hearing officer deems appropriate. Where such a 
conference is held outside the presence of the hearing officer, the 
hearing officer shall be advised promptly by the parties of any 
agreements reached. Such conferences also may be held with one or more 
persons participating by telephone or other remote means.
    (c) Subjects to be discussed. At a prehearing conference 
consideration may be given and action taken with respect to any and all 
of the following:
    (1) Simplification and clarification of the issues;
    (2) Exchange of witness and exhibit lists and copies of exhibits;
    (3) Stipulations, admissions of fact, and stipulations concerning 
the contents, authenticity, or admissibility into evidence of documents;
    (4) Matters of which official notice may be taken;
    (5) The schedule for exchanging prehearing motions or briefs, if 
any;
    (6) The method of service for papers other than Commission orders;
    (7) Summary disposition of any or all issues;
    (8) Settlement of any or all issues;
    (9) Determination of hearing dates;
    (10) Amendments to the order instituting proceedings or answers 
thereto;
    (11) Production of documents as set forth in Sec.  201.230, and 
prehearing production of documents in response to subpoenas duces tecum 
as set forth in Sec.  201.232;
    (12) Specification of procedures as set forth in Sec.  201.202; and
    (13) Such other matters as may aid in the orderly and expeditious 
disposition of the proceeding.
    (d) Required prehearing conference. Except where the emergency 
nature of a proceeding would make a prehearing conference clearly 
inappropriate, at least one prehearing conference should be held.
    (e) Prehearing orders. At or following the conclusion of any 
conference held pursuant to this section, the hearing

[[Page 168]]

officer shall enter a ruling or order which recites the agreements 
reached and any procedural determinations made by the hearing officer.
    (f) Failure to appear: default. Any person who is named in an order 
instituting proceedings as a person against whom findings may be made or 
sanctions imposed and who fails to appear, in person or through a 
representative, at a prehearing conference of which he or she has been 
duly notified may be deemed in default pursuant to Sec.  201.155(a). A 
party may make a motion to set aside a default pursuant to Sec.  
201.155(b).

[60 FR 32796, June 23, 1995, as amended at 63 FR 63405, Nov. 13, 1998]



Sec.  201.222  Prehearing submissions.

    (a) Submissions generally. The hearing officer, on his or her own 
motion, or at the request of a party or other participant, may order any 
party, including the interested division, to furnish such information as 
deemed appropriate, including any or all of the following:
    (1) An outline or narrative summary of its case or defense;
    (2) The legal theories upon which it will rely;
    (3) Copies and a list of documents that it intends to introduce at 
the hearing; and
    (4) A list of witnesses who will testify on its behalf, including 
the witnesses' names, occupations, addresses and a brief summary of 
their expected testimony.
    (b) Expert witnesses. Each party who intends to call an expert 
witness shall submit, in addition to the information required by 
paragraph (a)(4) of this section, a statement of the expert's 
qualifications, a listing of other proceedings in which the expert has 
given expert testimony, and a list of publications authored or co-
authored by the expert.



Sec.  201.230  Enforcement and disciplinary proceedings: Availability 
of documents for inspection and copying.

    For purposes of this section, the term documents shall include 
writings, drawings, graphs, charts, photographs, recordings and other 
data compilations, including data stored by computer, from which 
information can be obtained.
    (a) Documents to be available for inspection and copying. (1) Unless 
otherwise provided by this section, or by order of the Commission or the 
hearing officer, the Division of Enforcement shall make available for 
inspection and copying by any party documents obtained by the Division 
prior to the institution of proceedings, in connection with the 
investigation leading to the Division's recommendation to institute 
proceedings. Such documents shall include:
    (i) Each subpoena issued;
    (ii) Every other written request to persons not employed by the 
Commission to provide documents or to be interviewed;
    (iii) The documents turned over in response to any such subpoenas or 
other written requests;
    (iv) All transcripts and transcript exhibits;
    (v) Any other documents obtained from persons not employed by the 
Commission; and
    (vi) Any final examination or inspection reports prepared by the 
Office of Compliance Inspections and Examinations, the Division of 
Market Regulation, or the Division of Investment Management, if the 
Division of Enforcement intends either to introduce any such report into 
evidence or to use any such report to refresh the recollection of any 
witness.
    (2) Nothing in this paragraph (a) shall limit the right of the 
Division to make available any other document, or shall limit the right 
of a respondent to seek access to or production pursuant to subpoena of 
any other document, or shall limit the authority of the hearing officer 
to order the production of any document pursuant to subpoena.
    (b) Documents that may be withheld. (1) The Division of Enforcement 
may withhold a document if:
    (i) The document is privileged;
    (ii) The document is an internal memorandum, note or writing 
prepared by a Commission employee, other than an examination or 
inspection report as specified in paragraph (a)(1)(vi) of this section, 
or is otherwise attorney work product and will not be offered in 
evidence;

[[Page 169]]

    (iii) The document would disclose the identity of a confidential 
source; or
    (iv) The hearing officer grants leave to withhold a document or 
category of documents as not relevant to the subject matter of the 
proceeding or otherwise, for good cause shown.
    (2) Nothing in this paragraph (b) authorizes the Division of 
Enforcement in connection with an enforcement or disciplinary proceeding 
to withhold, contrary to the doctrine of Brady v. Maryland, 373 U.S. 83, 
87 (1963), documents that contain material exculpatory evidence.
    (c) Withheld document list. The hearing officer may require the 
Division of Enforcement to submit for review a list of documents or 
categories of documents withheld pursuant to paragraphs (b)(1)(i) 
through (b)(1)(iv) of this section or to submit any document withheld, 
and may determine whether any such document should be made available for 
inspection and copying. When similar documents are withheld pursuant to 
paragraphs (b)(1)(i) through (b)(1)(iv) of this section, those documents 
may be identified by category instead of by individual document. The 
hearing officer retains discretion to determine when an identification 
by category is insufficient.
    (d) Timing of inspection and copying. Unless otherwise ordered by 
the Commission or the hearing officer, the Division of Enforcement shall 
commence making documents available to a respondent for inspection and 
copying pursuant to this section no later than 7 days after service of 
the order instituting proceedings. In a proceeding in which a temporary 
cease-and-desist order is sought pursuant to Sec.  201.510 or a 
temporary suspension of registration is sought pursuant to Sec.  
201.520, documents shall be made available no later than the day after 
service of the decision as to whether to issue a temporary cease-and-
desist order or temporary suspension order.
    (e) Place of inspection and copying. Documents subject to inspection 
and copying pursuant to this section shall be made available to the 
respondent for inspection and copying at the Commission office where 
they are ordinarily maintained, or at such other place as the parties, 
in writing, may agree. A respondent shall not be given custody of the 
documents or leave to remove the documents from the Commission's offices 
pursuant to the requirements of this section other than by written 
agreement of the Division of Enforcement. Such agreement shall specify 
the documents subject to the agreement, the date they shall be returned 
and such other terms or conditions as are appropriate to provide for the 
safekeeping of the documents.
    (f) Copying costs and procedures. The respondent may obtain a 
photocopy of any documents made available for inspection. The respondent 
shall be responsible for the cost of photocopying. Unless otherwise 
ordered, charges for copies made by the Division of Enforcement at the 
request of the respondent will be at the rate charged pursuant to the 
fee schedule at 17 CFR 200.80e for copies. The respondent shall be given 
access to the documents at the Commission's offices or such other place 
as the parties may agree during normal business hours for copying of 
documents at the respondent's expense.
    (g) Issuance of investigatory subpoenas after institution of 
proceedings. The Division of Enforcement shall promptly inform the 
hearing officer and each party if investigatory subpoenas are issued 
under the same investigation file number or pursuant to the same order 
directing private investigation (``formal order'') under which the 
investigation leading to the institution of proceedings was conducted. 
The hearing officer shall order such steps as necessary and appropriate 
to assure that the issuance of investigatory subpoenas after the 
institution of proceedings is not for the purpose of obtaining evidence 
relevant to the proceedings and that any relevant documents that may be 
obtained through the use of investigatory subpoenas in a continuing 
investigation are made available to each respondent for inspection and 
copying on a timely basis.
    (h) Failure to make documents available--harmless error. In the 
event that a document required to be made available to a respondent 
pursuant to this section is not made available by the Division of 
Enforcement, no rehearing or redecision of a proceeding already

[[Page 170]]

heard or decided shall be required, unless the respondent shall 
establish that the failure to make the document available was not 
harmless error.

[60 FR 32796, June 23, 1995; 60 FR 46499, Sept. 7, 1995, as amended at 
68 FR 35789, June 17, 2003; 69 FR 13177, Mar. 19, 2004]



Sec.  201.231  Enforcement and disciplinary proceedings: Production 
of witness statements.

    (a) Availability. Any respondent in an enforcement or disciplinary 
proceeding may move that the Division of Enforcement produce for 
inspection and copying any statement of any person called or to be 
called as a witness by the Division of Enforcement that pertains, or is 
expected to pertain, to his or her direct testimony and that would be 
required to be produced pursuant to the Jencks Act, 18 U.S.C. 3500. For 
purposes of this section, statement shall have the meaning set forth in 
18 U.S.C. 3500(e). Such production shall be made at a time and place 
fixed by the hearing officer and shall be made available to any party, 
provided, however, that the production shall be made under conditions 
intended to preserve the items to be inspected or copied.
    (b) Failure to produce--harmless error. In the event that a 
statement required to be made available for inspection and copying by a 
respondent is not turned over by the Division of Enforcement, no 
rehearing or redecision of a proceeding already heard or decided shall 
be required unless the respondent establishes that the failure to turn 
over the statement was not harmless error.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13177, Mar. 19, 2004]



Sec.  201.232  Subpoenas.

    (a) Availability; procedure. In connection with any hearing ordered 
by the Commission, a party may request the issuance of subpoenas 
requiring the attendance and testimony of witnesses at the designated 
time and place of hearing, and subpoenas requiring the production of 
documentary or other tangible evidence returnable at any designated time 
or place. Unless made on the record at a hearing, requests for issuance 
of a subpoena shall be made in writing and served on each party pursuant 
to Sec.  201.150. A person whose request for a subpoena has been denied 
or modified may not request that any other person issue the subpoena.
    (1) Unavailability of hearing officer. In the event that the hearing 
officer assigned to a proceeding is unavailable, the party seeking 
issuance of the subpoena may seek its issuance from the first available 
of the following persons: The Chief Administrative Law Judge, the law 
judge most senior in service as a law judge, the duty officer, any other 
member of the Commission, or any other person designated by the 
Commission to issue subpoenas. Requests for issuance of a subpoena made 
to the Commission, or any member thereof, must be submitted to the 
Secretary, not to an individual Commissioner.
    (2) Signing may be delegated. A hearing officer may authorize 
issuance of a subpoena, and may delegate the manual signing of the 
subpoena to any other person authorized to issue subpoenas.
    (b) Standards for issuance. Where it appears to the person asked to 
issue the subpoena that the subpoena sought may be unreasonable, 
oppressive, excessive in scope, or unduly burdensome, he or she may, in 
his or her discretion, as a condition precedent to the issuance of the 
subpoena, require the person seeking the subpoena to show the general 
relevance and reasonable scope of the testimony or other evidence 
sought. If after consideration of all the circumstances, the person 
requested to issue the subpoena determines that the subpoena or any of 
its terms is unreasonable, oppressive, excessive in scope, or unduly 
burdensome, he or she may refuse to issue the subpoena, or issue it only 
upon such conditions as fairness requires. In making the foregoing 
determination, the person issuing the subpoena may inquire of the other 
participants whether they will stipulate to the facts sought to be 
proved.
    (c) Service. Service shall be made pursuant to the provisions of 
Sec.  201.150 (b) through (d). The provisions of this paragraph (c) 
shall apply to the issuance of subpoenas for purposes of investigations, 
as required by 17 CFR 203.8, as well as hearings.
    (d) Tender of fees required. When a subpoena compelling the 
attendance of a person at a hearing or deposition is

[[Page 171]]

issued at the instance of anyone other than an officer or agency of the 
United States, service is valid only if the subpoena is accompanied by a 
tender to the subpoenaed person of the fees for one day's attendance and 
mileage specified by paragraph (f) of this section.
    (e) Application to quash or modify. (1) Any person to whom a 
subpoena is directed, or who is an owner, creator or the subject of the 
documents that are to be produced pursuant to a subpoena, or any party 
may, prior to the time specified therein for compliance, but in no event 
more than 15 days after the date of service of such subpoena, request 
that the subpoena be quashed or modified. Such request shall be made by 
application filed with the Secretary and served on all parties pursuant 
to Sec.  201.150. The party on whose behalf the subpoena was issued may, 
within five days of service of the application, file an opposition to 
the application. If a hearing officer has been assigned to the 
proceeding, the application to quash shall be directed to that hearing 
officer for consideration, even if the subpoena was issued by another 
person.
    (2) Standards governing application to quash or modify. If 
compliance with the subpoena would be unreasonable, oppressive or unduly 
burdensome, the hearing officer or the Commission shall quash or modify 
the subpoena, or may order return of the subpoena only upon specified 
conditions. These conditions may include but are not limited to a 
requirement that the party on whose behalf the subpoena was issued shall 
make reasonable compensation to the person to whom the subpoena was 
addressed for the cost of copying or transporting evidence to the place 
for return of the subpoena.
    (f) Witness fees and mileage. Witnesses summoned before the 
Commission shall be paid the same fees and mileage that are paid to 
witnesses in the courts of the United States, and witnesses whose 
depositions are taken and the persons taking the same shall severally be 
entitled to the same fees as are paid for like services in the courts of 
the United States. Witness fees and mileage shall be paid by the party 
at whose instance the witnesses appear.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13177, Mar. 19, 2004]



Sec.  201.233  Depositions upon oral examination.

    (a) Procedure. Any party desiring to take the testimony of a witness 
by deposition shall make a written motion setting forth the reasons why 
such deposition should be taken including the specific reasons why the 
party believes the witness will be unable to attend or testify at the 
hearing; the name and address of the prospective witness; the matters 
concerning which the prospective witness is expected to be questioned; 
and the proposed time and place for the taking of the deposition.
    (b) Required finding when ordering a deposition. In the discretion 
of the Commission or the hearing officer, an order for a deposition may 
be issued upon a finding that the prospective witness will likely give 
testimony material to the proceeding; that it is likely the prospective 
witness, who is then within the United States, will be unable to attend 
or testify at the hearing because of age, sickness, infirmity, 
imprisonment, other disability, or absence from the United States, 
unless it appears that the absence of the witness was procured by the 
party requesting the deposition; and that the taking of a deposition 
will serve the interests of justice.
    (c) Contents of order. An order for deposition shall designate by 
name a deposition officer. The designated officer may be the hearing 
officer or any other person authorized to administer oaths by the laws 
of the United States or of the place where the deposition is to be held. 
An order for deposition also shall state:
    (1) The name of the witness whose deposition is to be taken;
    (2) The scope of the testimony to be taken;
    (3) The time and place of the deposition;
    (4) The manner of recording, preserving and filing the deposition; 
and
    (5) The number of copies, if any, of the deposition and exhibits to 
be filed upon completion of the deposition.
    (d) Procedure at depositions. A witness whose testimony is taken by 
deposition shall be sworn or shall affirm before any questions are put 
to him or her. Examination and cross-examination of deponents may 
proceed as permitted at

[[Page 172]]

a hearing. The witness being deposed may have counsel present during the 
deposition.
    (e) Objections to questions or evidence. Objections to questions or 
evidence shall be in short form, stating the grounds of objection relied 
upon. Objections to questions or evidence shall be noted by the 
deposition officer upon the deposition, but a deposition officer other 
than the hearing officer shall not have the power to decide on the 
competency, materiality or relevance of evidence. Failure to object to 
questions or evidence before the deposition officer shall not be deemed 
a waiver unless the ground of the objection is one that might have been 
obviated or removed if presented at that time.
    (f) Filing of depositions. The questions propounded and all answers 
or objections shall be recorded or transcribed verbatim, and a 
transcript prepared by the deposition officer, or under his or her 
direction. The transcript shall be subscribed by the witness and 
certified by the deposition officer. The original deposition and 
exhibits shall be filed with the Secretary. A copy of the deposition 
shall be available to the deponent and each party for purchase at 
prescribed rates.
    (g) Payment. The cost of the transcript shall be paid by the party 
requesting the deposition.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13178, Mar. 19, 2004]



Sec.  201.234  Depositions upon written questions.

    (a) Availability. Depositions may be taken and submitted on written 
questions upon motion of any party. The motion shall include the 
information specified in Sec.  201.233(a). A decision on the motion 
shall be governed by the provisions of Sec.  201.233(b).
    (b) Procedure. Written questions shall be filed with the motion. 
Within 10 days after service of the motion and written questions, any 
party may file objections to such written questions and any party may 
file cross-questions. When a deposition is taken pursuant to this 
section no persons other than the witness, counsel to the witness, the 
deposition officer, and, if the deposition officer does not act as 
reporter, a reporter, shall be present at the examination of the 
witness. No party shall be present or represented unless otherwise 
permitted by order. The deposition officer shall propound the questions 
and cross-questions to the witness in the order submitted.
    (c) Additional requirements. The order for deposition, filing of the 
deposition, form of the deposition and use of the deposition in the 
record shall be governed by paragraphs (c) through (g) of Sec.  201.233, 
except that no cross-examination shall be made.



Sec.  201.235  Introducing prior sworn statements of witnesses into 
the record.

    (a) At a hearing, any person wishing to introduce a prior, sworn 
statement of a witness, not a party, otherwise admissible in the 
proceeding, may make a motion setting forth the reasons therefor. If 
only part of a statement is offered in evidence, the hearing officer may 
require that all relevant portions of the statement be introduced. If 
all of a statement is offered in evidence, the hearing officer may 
require that portions not relevant to the proceeding be excluded. A 
motion to introduce a prior sworn statement may be granted if:
    (1) The witness is dead;
    (2) The witness is out of the United States, unless it appears that 
the absence of the witness was procured by the party offering the prior 
sworn statement;
    (3) The witness is unable to attend or testify because of age, 
sickness, infirmity, imprisonment or other disability;
    (4) The party offering the prior sworn statement has been unable to 
procure the attendance of the witness by subpoena; or,
    (5) In the discretion of the Commission or the hearing officer, it 
would be desirable, in the interests of justice, to allow the prior 
sworn statement to be used. In making this determination, due regard 
shall be given to the presumption that witnesses will testify orally in 
an open hearing. If the parties have stipulated to accept a prior sworn 
statement in lieu of live testimony, consideration shall also be given 
to the convenience of the parties in avoiding unnecessary expense.
    (b) [Reserved]

[[Page 173]]



Sec.  201.240  Settlement.

    (a) Availability. Any person who is notified that a proceeding may 
or will be instituted against him or her, or any party to a proceeding 
already instituted, may, at any time, propose in writing an offer of 
settlement.
    (b) Procedure. An offer of settlement shall state that it is made 
pursuant to this section; shall recite or incorporate as a part of the 
offer the provisions of paragraphs (c) (4) and (5) of this section; 
shall be signed by the person making the offer, not by counsel; and 
shall be submitted to the interested division.
    (c) Consideration of offers of settlement. (1) Offers of settlement 
shall be considered by the interested division when time, the nature of 
the proceedings, and the public interest permit.
    (2) Where a hearing officer is assigned to a proceeding, the 
interested division and the party submitting the offer may request that 
the hearing officer express his or her views regarding the 
appropriateness of the offer of settlement. A request for the hearing 
officer to express his or her views on an offer of settlement or 
otherwise to participate in a settlement conference constitutes a waiver 
by the persons making the request of any right to claim bias or 
prejudgment by the hearing officer based on the views expressed.
    (3) The interested division shall present the offer of settlement to 
the Commission with its recommendation, except that, if the division's 
recommendation is unfavorable, the offer shall not be presented to the 
Commission unless the person making the offer so requests.
    (4) By submitting an offer of settlement, the person making the 
offer waives, subject to acceptance of the offer:
    (i) All hearings pursuant to the statutory provisions under which 
the proceeding is to be or has been instituted;
    (ii) The filing of proposed findings of fact and conclusions of law;
    (iii) Proceedings before, and an initial decision by, a hearing 
officer;
    (iv) All post-hearing procedures; and
    (v) Judicial review by any court.
    (5) By submitting an offer of settlement the person further waives:
    (i) Such provisions of the Rules of Practice or other requirements 
of law as may be construed to prevent any member of the Commission's 
staff from participating in the preparation of, or advising the 
Commission as to, any order, opinion, finding of fact, or conclusion of 
law to be entered pursuant to the offer; and
    (ii) Any right to claim bias or prejudgment by the Commission based 
on the consideration of or discussions concerning settlement of all or 
any part of the proceeding.
    (6) If the Commission rejects the offer of settlement, the person 
making the offer shall be notified of the Commission's action and the 
offer of settlement shall be deemed withdrawn. The rejected offer shall 
not constitute a part of the record in any proceeding against the person 
making the offer, provided, however, that rejection of an offer of 
settlement does not affect the continued validity of waivers pursuant to 
paragraph (c)(5) of this section with respect to any discussions 
concerning the rejected offer of settlement.
    (7) Final acceptance of any offer of settlement will occur only upon 
the issuance of findings and an order by the Commission.



Sec.  201.250  Motion for summary disposition.

    (a) After a respondent's answer has been filed and, in an 
enforcement or a disciplinary proceeding, documents have been made 
available to that respondent for inspection and copying pursuant to 
Sec.  201.230, the respondent, or the interested division may make a 
motion for summary disposition of any or all allegations of the order 
instituting proceedings with respect to that respondent. If the 
interested division has not completed presentation of its case in chief, 
a motion for summary disposition shall be made only with leave of the 
hearing officer. The facts of the pleadings of the party against whom 
the motion is made shall be taken as true, except as modified by 
stipulations or admissions made by that party, by uncontested 
affidavits, or by facts officially noted pursuant to Sec.  201.323.

[[Page 174]]

    (b) The hearing officer shall promptly grant or deny the motion for 
summary disposition or shall defer decision on the motion. The hearing 
officer may grant the motion for summary disposition if there is no 
genuine issue with regard to any material fact and the party making the 
motion is entitled to a summary disposition as a matter of law. If it 
appears that a party, for good cause shown, cannot present by affidavit 
prior to hearing facts essential to justify opposition to the motion, 
the hearing officer shall deny or defer the motion. A hearing officer's 
decision to deny leave to file a motion for summary disposition is not 
subject to interlocutory appeal.
    (c) The motion for summary disposition, together with any supporting 
memorandum of points and authorities (exclusive of any declarations, 
affidavits, or attachments), shall not exceed 9,800 words. Requests for 
leave to file motions and accompanying documents in excess of 9,800 
words are disfavored. A motion that does not, together with any 
accompanying memorandum of points and authorities, exceed 35 pages in 
length, inclusive of pleadings incorporated by reference (but excluding 
any declarations, affidavits, or attachments) is presumptively 
considered to contain no more than 9,800 words. Any motion that exceeds 
these page limits must include a certificate by the attorney, or an 
unrepresented party, stating that the brief complies with the length 
limitation set forth in this paragraph and stating the number of words 
in the motion. The person preparing the certificate may rely on the word 
count of a word-processing program to prepare the document.

[60 FR 32796, June 23, 1995, as amended at 70 FR 72570, Dec. 5, 2005]

                        Rules Regarding Hearings



Sec.  201.300  Hearings.

    Hearings for the purpose of taking evidence shall be held only upon 
order of the Commission. All hearings shall be conducted in a fair, 
impartial, expeditious and orderly manner.



Sec.  201.301  Hearings to be public.

    All hearings, except hearings on applications for confidential 
treatment filed pursuant to Sec.  201.190, hearings held to consider a 
motion for a protective order pursuant to Sec.  201.322, and hearings on 
ex parte application for a temporary cease-and-desist order, shall be 
public unless otherwise ordered by the Commission on its own motion or 
the motion of a party. No hearing shall be nonpublic where all 
respondents request that the hearing be made public.



Sec.  201.302  Record of hearings.

    (a) Recordation. Unless ordered otherwise by the hearing officer or 
the Commission, all hearings shall be recorded and a written transcript 
thereof shall be prepared.
    (b) Availability of a transcript. Transcripts of public hearings 
shall be available for purchase at prescribed rates. Transcripts of 
nonpublic proceedings, and transcripts subject to a protective order 
pursuant to Sec.  201.322, shall be available for purchase only by 
parties; provided, however, that any person compelled to submit data or 
evidence in a hearing may purchase a copy of his or her own testimony.
    (c) Transcript correction. Prior to the filing of post-hearing 
briefs or proposed findings and conclusions, or within such earlier time 
as directed by the Commission or the hearing officer, a party or witness 
may make a motion to correct the transcript. Proposed corrections of the 
transcript may be submitted to the hearing officer by stipulation 
pursuant to Sec.  201.324, or by motion. Upon notice to all parties to 
the proceeding, the hearing officer may, by order, specify corrections 
to the transcript.



Sec.  201.310  Failure to appear at hearings: Default.

    Any person named in an order instituting proceedings as a person 
against whom findings may be made or sanctions imposed who fails to 
appear at a hearing of which he or she has been duly notified may be 
deemed to be in default pursuant to Sec.  201.155(a). A party may make a 
motion to set aside a default pursuant to Sec.  201.155(b).



Sec.  201.320  Evidence: Admissibility.

    The Commission or the hearing officer may receive relevant evidence 
and

[[Page 175]]

shall exclude all evidence that is irrelevant, immaterial or unduly 
repetitious.



Sec.  201.321  Evidence: Objections and offers of proof.

    (a) Objections. Objections to the admission or exclusion of evidence 
must be made on the record and shall be in short form, stating the 
grounds relied upon. Exceptions to any ruling thereon by the hearing 
officer need not be noted at the time of the ruling. Such exceptions 
will be deemed waived on appeal to the Commission, however, unless 
raised:
    (1) Pursuant to interlocutory review in accordance with Sec.  
201.400;
    (2) In a proposed finding or conclusion filed pursuant to Sec.  
201.340; or
    (3) In a petition for Commission review of an initial decision filed 
in accordance with Sec.  201.410.
    (b) Offers of proof. Whenever evidence is excluded from the record, 
the party offering such evidence may make an offer of proof, which shall 
be included in the record. Excluded material shall be retained pursuant 
to Sec.  201.350(b).



Sec.  201.322  Evidence: Confidential information, protective orders.

    (a) Procedure. In any proceeding as defined in Sec.  201.101(a), a 
party, any person who is the owner, subject or creator of a document 
subject to subpoena or which may be introduced as evidence, or any 
witness who testifies at a hearing may file a motion requesting a 
protective order to limit from disclosure to other parties or to the 
public documents or testimony that contain confidential information. The 
motion should include a general summary or extract of the documents 
without revealing confidential details. If the movant seeks a protective 
order against disclosure to other parties as well as the public, copies 
of the documents shall not be served on other parties. Unless the 
documents are unavailable, the movant shall file for in camera 
inspection a sealed copy of the documents as to which the order is 
sought.
    (b) Basis for issuance. Documents and testimony introduced in a 
public hearing are presumed to be public. A motion for a protective 
order shall be granted only upon a finding that the harm resulting from 
disclosure would outweigh the benefits of disclosure.
    (c) Requests for additional information supporting confidentiality. 
A movant under paragraph (a) of this section may be required to furnish 
in writing additional information with respect to the grounds for 
confidentiality. Failure to supply the information so requested within 
five days from the date of receipt by the movant of a notice of the 
information required shall be deemed a waiver of the objection to public 
disclosure of that portion of the documents to which the additional 
information relates, unless the Commission or the hearing officer shall 
otherwise order for good cause shown at or before the expiration of such 
five-day period.
    (d) Confidentiality of documents pending decision. Pending a 
determination of a motion under this section, the documents as to which 
confidential treatment is sought and any other documents that would 
reveal the confidential information in those documents shall be 
maintained under seal and shall be disclosed only in accordance with 
orders of the Commission or the hearing officer. Any order issued in 
connection with a motion under this section shall be public unless the 
order would disclose information as to which a protective order has been 
granted, in which case that portion of the order that would reveal the 
protected information shall be nonpublic.



Sec.  201.323  Evidence: Official notice.

    Official notice may be taken of any material fact which might be 
judicially noticed by a district court of the United States, any matter 
in the public official records of the Commission, or any matter which is 
peculiarly within the knowledge of the Commission as an expert body. If 
official notice is requested or taken of a material fact not appearing 
in the evidence in the record, the parties, upon timely request, shall 
be afforded an opportunity to establish the contrary.



Sec.  201.324  Evidence: Stipulations.

    The parties may, by stipulation, at any stage of the proceeding 
agree upon any pertinent facts in the proceeding. A stipulation may be 
received in evidence and, when received, shall be

[[Page 176]]

binding on the parties to the stipulation.



Sec.  201.325  Evidence: Presentation under oath or affirmation.

    A witness at a hearing for the purpose of taking evidence shall 
testify under oath or affirmation.



Sec.  201.326  Evidence: Presentation, rebuttal and cross-examination.

    In any proceeding in which a hearing is required to be conducted on 
the record after opportunity for hearing in accord with 5 U.S.C. 556(a), 
a party is entitled to present its case or defense by oral or 
documentary evidence, to submit rebuttal evidence, and to conduct such 
cross-examination as, in the discretion of the Commission or the hearing 
officer, may be required for a full and true disclosure of the facts. 
The scope and form of evidence, rebuttal evidence, if any, and cross-
examination, if any, in any other proceeding shall be determined by the 
Commission or the hearing officer in each proceeding.



Sec.  201.340  Proposed findings, conclusions and supporting briefs.

    (a) Opportunity to file. Before an initial decision is issued, each 
party shall have an opportunity, reasonable in light of all the 
circumstances, to file in writing proposed findings and conclusions 
together with, or as a part of, its brief.
    (b) Procedure. Proposed findings of fact must be supported by 
citations to specific portions of the record. If successive filings are 
directed, the proposed findings and conclusions of the party assigned to 
file first shall be set forth in serially numbered paragraphs, and any 
counter statement of proposed findings and conclusions must, in addition 
to any other matter, indicate those paragraphs of the proposals already 
filed as to which there is no dispute. A reply brief may be filed by the 
party assigned to file first, or, where simultaneous filings are 
directed, reply briefs may be filed by each party, within the period 
prescribed therefor by the hearing officer. No further briefs may be 
filed except with leave of the hearing officer.
    (c) Time for filing. In any proceeding in which an initial decision 
is to be issued:
    (1) At the end of each hearing, the hearing officer shall, by order, 
after consultation with the parties, prescribe the period within which 
proposed findings and conclusions and supporting briefs are to be filed. 
The party or parties directed to file first shall make its or their 
initial filing within 30 days of the end of the hearing unless the 
hearing officer, for good cause shown, permits a different period and 
sets forth in the order the reasons why the different period is 
necessary.
    (2) The total period within which all such proposed findings and 
conclusions and supporting briefs and any counter statements of proposed 
findings and conclusions and reply briefs are to be filed shall be no 
longer than 90 days after the close of the hearing unless the hearing 
officer, for good cause shown, permits a different period and sets forth 
in an order the reasons why the different period is necessary.



Sec.  201.350  Record in proceedings before hearing officer; retention 
of documents; copies.

    (a) Contents of the record. The record shall consist of:
    (1) The order instituting proceedings, each notice of hearing and 
any amendments;
    (2) Each application, motion, submission or other paper, and any 
amendments, motions, objections, and exceptions to or regarding them;
    (3) Each stipulation, transcript of testimony and document or other 
item admitted into evidence;
    (4) Each written communication accepted by the hearing officer 
pursuant to Sec.  201.210;
    (5) With respect to a request to disqualify a hearing officer or to 
allow the hearing officer's withdrawal under Sec.  201.112, each 
affidavit or transcript of testimony taken and the decision made in 
connection with the request;
    (6) All motions, briefs and other papers filed on interlocutory 
appeal;
    (7) All proposed findings and conclusions;
    (8) Each written order issued by the hearing officer or Commission; 
and

[[Page 177]]

    (9) Any other document or item accepted into the record by the 
hearing officer.
    (b) Retention of documents not admitted. Any document offered into 
evidence but excluded shall not be considered a part of the record. The 
Secretary shall retain any such document until the later of the date 
upon which a Commission order ending the proceeding becomes final, or 
the conclusion of any judicial review of the Commission's order.
    (c) Substitution of copies. A true copy of a document may be 
substituted for any document in the record or any document retained 
pursuant to paragraph (b) of this section.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13178, Mar. 19, 2004]



Sec.  201.351  Transmittal of documents to Secretary; record index; 
certification.

    (a) Transmittal from hearing officer to Secretary of partial record 
index. The hearing officer may, at any time, transmit to the Secretary 
motions, exhibits or any other original documents filed with or accepted 
into evidence by the hearing officer, together with a list of such 
documents.
    (b) Preparation, certification of record index. Promptly after the 
close of the hearing, the hearing officer shall transmit to the 
Secretary an index of the originals of any motions, exhibits or any 
other documents filed with or accepted into evidence by the hearing 
officer that have not been previously transmitted to the Secretary, and 
the Secretary shall prepare a record index. Prior to issuance of an 
initial decision, or if no initial decision is to be prepared, within 30 
days of the close of the hearing, the Secretary shall transmit the 
record index to the hearing officer and serve a copy of the record index 
on each party. Any person may file proposed corrections to the record 
index with the hearing officer within 15 days of service of the record 
index. The hearing officer shall, by order, direct whether any 
corrections to the record index shall be made. The Secretary shall make 
such corrections, if any, and issue a revised record index. If an 
initial decision is to be issued, the initial decision shall include a 
certification that the record consists of the items set forth in the 
record index or revised record index issued by the Secretary.
    (c) Final transmittal of record items to the Secretary. After the 
close of the hearing, the hearing officer shall transmit to the 
Secretary originals of any motions, exhibits or any other documents 
filed with, or accepted into evidence by, the hearing officer, or any 
other portions of the record that have not already been transmitted to 
the Secretary. Prior to service of the initial decision by the 
Secretary, or if no initial decision is to be issued, within 60 days of 
the close of the hearing, the Secretary shall inform the hearing officer 
if any portions of the record are not in the Secretary's custody.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13178, Mar. 19, 2004]



Sec.  201.360  Initial decision of hearing officer.

    (a)(1) When required. Unless the Commission directs otherwise, the 
hearing officer shall prepare an initial decision in any proceeding in 
which the Commission directs a hearing officer to preside at a hearing, 
provided, however, that an initial decision may be waived by the parties 
with the consent of the hearing officer pursuant to Sec.  201.202.
    (2) Time period for filing initial decision. In the order 
instituting proceedings, the Commission will specify a time period in 
which the hearing officer's initial decision must be filed with the 
Secretary. In the Commission's discretion, after consideration of the 
nature, complexity, and urgency of the subject matter, and with due 
regard for the public interest and the protection of investors, this 
time period will be either 120, 210 or 300 days from the date of service 
of the order. Under the 300-day timeline, the hearing officer shall 
issue an order providing that there shall be approximately 4 months from 
the order instituting the proceeding to the hearing, approximately 2 
months for the parties to obtain the transcript and submit briefs, and 
approximately 4 months after briefing for the hearing officer to issue 
an initial decision. Under the 210-day timeline, the hearing officer 
shall issue an order providing that there shall be approximately 2\1/2\

[[Page 178]]

months from the order instituting the proceeding to the hearing, 
approximately 2 months for the parties to review the transcript and 
submit briefs, and approximately 2\1/2\ months after briefing for the 
hearing officer to issue an initial decision. Under the 120-day 
timeline, the hearing officer shall issue an order providing that there 
shall be approximately 1 month from the order instituting the proceeding 
to the hearing, approximately 2 months for the parties to review the 
transcript and submit briefs, and approximately 1 month after briefing 
for the hearing officer to issue an initial decision. These deadlines 
confer no substantive rights on respondents. If a stay is granted 
pursuant to Sec.  201.210(c)(3), the time period specified in the order 
instituting proceedings in which the hearing officer's initial decision 
must be filed with the Secretary, as well as any other time limits 
established in orders issued by the hearing officer in the proceeding, 
shall be automatically tolled during the period while the stay is in 
effect.
    (3) Motion for extension. In the event that the hearing officer 
presiding over the proceeding determines that it will not be possible to 
issue the initial decision within the specified period of time, the 
hearing officer should consult with the Chief Administrative Law Judge. 
Following such consultation, the Chief Administrative Law Judge may 
determine, in his or her discretion, to submit a motion to the 
Commission requesting an extension of the time period for filing the 
initial decision. This motion must be filed no later than 30 days prior 
to the expiration of the time specified in the order for issuance of an 
initial decision. The motion will be served upon all parties in the 
proceeding, who may file with the Commission statements in support of or 
in opposition to the motion. If the Commission determines that 
additional time is necessary or appropriate in the public interest, the 
Commission shall issue an order extending the time period for filing the 
initial decision.
    (b) Content. An initial decision shall include: Findings and 
conclusions, and the reasons or basis therefor, as to all the material 
issues of fact, law or discretion presented on the record and the 
appropriate order, sanction, relief, or denial thereof. The initial 
decision shall also state the time period, not to exceed 21 days after 
service of the decision, except for good cause shown, within which a 
petition for review of the initial decision may be filed. The reasons 
for any extension of time shall be stated in the initial decision. The 
initial decision shall also include a statement that, as provided in 
paragraph (d) of this section:
    (1) The Commission will enter an order of finality as to each party 
unless a party or an aggrieved person entitled to review timely files a 
petition for review of the initial decision or a motion to correct a 
manifest error of fact in the initial decision with the hearing officer, 
or the Commission determines on its own initiative to review the initial 
decision; and
    (2) If a party or an aggrieved person entitled to review timely 
files a petition for review or a motion to correct a manifest error of 
fact in the initial decision with the hearing officer, or if the 
Commission takes action to review as to a party or an aggrieved person 
entitled to review, the initial decision shall not become final as to 
that party or person.
    (c) Filing, service and publication. The hearing officer shall file 
the initial decision with the Secretary. The Secretary shall promptly 
serve the initial decision upon the parties and shall promptly publish 
notice of the filing thereof in the SEC News Digest. Thereafter, the 
Secretary shall publish the initial decision in the SEC Docket; 
provided, however, that in nonpublic proceedings no notice shall be 
published unless the Commission otherwise directs.
    (d) Finality. (1) If a party or an aggrieved person entitled to 
review timely files a petition for review or a motion to correct a 
manifest error of fact in the initial decision, or if the Commission on 
its own initiative orders review of a decision with respect to a party 
or a person aggrieved who would be entitled to review, the initial 
decision shall not become final as to that party or person.
    (2) If a party or aggrieved person entitled to review fails to file 
timely a

[[Page 179]]

petition for review or a motion to correct a manifest error of fact in 
the initial decision, and if the Commission does not order review of a 
decision on its own initiative, the Commission will issue an order that 
the decision has become final as to that party. The decision becomes 
final upon issuance of the order. The order of finality shall state the 
date on which sanctions, if any, take effect. Notice of the order shall 
be published in the SEC Docket and on the SEC Web site.

[60 FR 32796, June 23, 1995, as amended at 68 FR 35789, June 17, 2003; 
69 FR 13178, Mar. 19, 2004]

             Appeal to the Commission and Commission Review



Sec.  201.400  Interlocutory review.

    (a) Availability. The Commission may, at any time, on its own 
motion, direct that any matter be submitted to it for review. Petitions 
by parties for interlocutory review are disfavored, and the Commission 
ordinarily will grant a petition to review a hearing officer ruling 
prior to its consideration of an initial decision only in extraordinary 
circumstances. The Commission may decline to consider a ruling certified 
by a hearing officer pursuant to paragraph (c) of this section or the 
petition of a party who has been denied certification if it determines 
that interlocutory review is not warranted or appropriate under the 
circumstances. This section is the exclusive remedy for review of a 
hearing officer's ruling prior to Commission consideration of the entire 
proceeding and is the sole mechanism for appeal of actions delegated 
pursuant to Sec. Sec.  200.30-9 and 200.30-10 of this chapter.
    (b) Expedited consideration. Interlocutory review of a hearing 
officer's ruling shall be expedited in every way, consistent with the 
Commission's other responsibilities.
    (c) Certification process. A ruling submitted to the Commission for 
interlocutory review must be certified in writing by the hearing officer 
and shall specify the material relevant to the ruling involved. The 
hearing officer shall not certify a ruling unless:
    (1) His or her ruling would compel testimony of Commission members, 
officers or employees or the production of documentary evidence in their 
custody; or
    (2) Upon application by a party, within five days of the hearing 
officer's ruling, the hearing officer is of the opinion that:
    (i) The ruling involves a controlling question of law as to which 
there is substantial ground for difference of opinion; and
    (ii) An immediate review of the order may materially advance the 
completion of the proceeding.
    (d) Proceedings not stayed. The filing of an application for review 
or the grant of review shall not stay proceedings before the hearing 
officer unless he or she, or the Commission, shall so order. The 
Commission will not consider the motion for a stay unless the motion 
shall have first been made to the hearing officer.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13178, Mar. 19, 2004]



Sec.  201.401  Consideration of stays.

    (a) Procedure. A request for a stay shall be made by written motion, 
filed pursuant to Sec.  201.154, and served on all parties pursuant to 
Sec.  201.150. The motion shall state the reasons for the relief 
requested and the facts relied upon, and, if the facts are subject to 
dispute, the motion shall be supported by affidavits or other sworn 
statements or copies thereof. Portions of the record relevant to the 
relief sought, if available to the movant, shall be filed with the 
motion. The Commission may issue a stay based on such motion or on its 
own motion.
    (b) Scope of relief. The Commission may grant a stay in whole or in 
part, and may condition relief under this section upon such terms, or 
upon the implementation of such procedures, as it deems appropriate.
    (c) Stay of a Commission order. A motion for a stay of a Commission 
order may be made by any person aggrieved thereby who would be entitled 
to review in a federal court of appeals. A motion seeking to stay the 
effectiveness of a Commission order pending judicial review may be made 
to the Commission at any time during which the Commission retains 
jurisdiction over the proceeding.

[[Page 180]]

    (d) Stay of an action by a self-regulatory organization--(1) 
Availability. A motion for a stay of an action by a self-regulatory 
organization for which the Commission is the appropriate regulatory 
agency, for which action review may be sought pursuant to Sec.  201.420, 
may be made by any person aggrieved thereby at the time an application 
for review is filed in accordance with Sec.  201.420 or thereafter.
    (2) Summary entry. A stay may be entered summarily, without notice 
and opportunity for hearing.
    (3) Expedited consideration. Where the action complained of has 
already taken effect and the motion for stay is filed within 10 days of 
the effectiveness of the action, or where the action complained of, 
will, by its terms, take effect within five days of the filing of the 
motion for stay, the consideration of and decision on the motion for a 
stay shall be expedited in every way, consistent with the Commission's 
other responsibilities. Where consideration will be expedited, persons 
opposing the motion for a stay may file a statement in opposition within 
two days of service of the motion unless the Commission, by written 
order, shall specify a different period.
    (e) Lifting of stay of action by the Public Company Accounting 
Oversight Board--(1) Availability. Any person aggrieved by a stay of 
action by the Board entered in accordance with 15 U.S.C. 7215(e) for 
which review has been sought pursuant to Sec.  201.440 or which the 
Commission has taken up on its motion pursuant to Sec.  201.441 may make 
a motion to lift the stay. The Commission may, at any time, on its own 
motion determine whether to lift the automatic stay.
    (2) Summary action. The Commission may lift a stay summarily, 
without notice and opportunity for hearing.
    (3) Expedited consideration. The Commission may expedite 
consideration of a motion to lift a stay of Board action, consistent 
with the Commission's other responsibilities. Where consideration is 
expedited, persons opposing the lifting of the stay may file a statement 
in opposition within two days of service of the motion requesting 
lifting of the stay unless the Commission, by written order, shall 
specify a different period.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13178, Mar. 19, 2004]



Sec.  201.410  Appeal of initial decisions by hearing officers.

    (a) Petition for review; when available. In any proceeding in which 
an initial decision is made by a hearing officer, any party, and any 
other person who would have been entitled to judicial review of the 
decision entered therein if the Commission itself had made the decision, 
may file a petition for review of the decision with the Commission.
    (b) Procedure. The petition for review of an initial decision shall 
be filed with the Commission within such time after service of the 
initial decision as prescribed by the hearing officer pursuant to Sec.  
201.360(b) unless a party has filed a motion to correct an initial 
decision with the hearing officer. If such correction has been sought, a 
party shall have 21 days from the date of the hearing officer's order 
resolving the motion to correct to file a petition for review. The 
petition shall set forth the specific findings and conclusions of the 
initial decision as to which exception is taken, together with 
supporting reasons for each exception. Supporting reasons may be stated 
in summary form. Any exception to an initial decision not stated in the 
petition for review, or in a previously filed proposed finding made 
pursuant to Sec.  201.340 may, at the discretion of the Commission, be 
deemed to have been waived by the petitioner. In the event a petition 
for review is filed, any other party to the proceeding may file a cross-
petition for review within the original time allowed for seeking review 
or within ten days from the date that the petition for review was filed, 
whichever is later.
    (c) Financial disclosure statement requirement. Any person who files 
a petition for review of an initial decision that asserts that person's 
inability to pay either disgorgement, interest or a penalty shall file 
with the opening brief a sworn financial disclosure statement containing 
the information specified in Sec.  201.630(b).
    (d) [Reserved]

[[Page 181]]

    (e) Prerequisite to judicial review. Pursuant to Section 704 of the 
Administrative Procedure Act, 5 U.S.C. 704, a petition to the Commission 
for review of an initial decision is a prerequisite to the seeking of 
judicial review of a final order entered pursuant to such decision.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13179, Mar. 19, 2004]



Sec.  201.411  Commission consideration of initial decisions by 
hearing officers.

    (a) Scope of review. The Commission may affirm, reverse, modify, set 
aside or remand for further proceedings, in whole or in part, an initial 
decision by a hearing officer and may make any findings or conclusions 
that in its judgment are proper and on the basis of the record.
    (b) Standards for granting review pursuant to a petition for 
review--(1) Mandatory review. After a petition for review has been 
filed, the Commission shall review any initial decision that:
    (i) Denies any request for action pursuant to Section 8(a) or 
Section 8(c) of the Securities Act of 1933, 15 U.S.C. 77h(a), (c), or 
the first sentence of Section 12(d) of the Exchange Act, 15 U.S.C. 
78l(d);
    (ii) Suspends trading in a security pursuant to Section 12(k) of the 
Exchange Act, 15 U.S.C. 78l(k); or
    (iii) Is in a case of adjudication (as defined in 5 U.S.C. 551) not 
required to be determined on the record after notice and opportunity for 
hearing (except to the extent there is involved a matter described in 5 
U.S.C. 554(a) (1) through (6)).
    (2) Discretionary review. The Commission may decline to review any 
other decision. In determining whether to grant review, the Commission 
shall consider whether the petition for review makes a reasonable 
showing that:
    (i) A prejudicial error was committed in the conduct of the 
proceeding; or
    (ii) The decision embodies:
    (A) A finding or conclusion of material fact that is clearly 
erroneous; or
    (B) A conclusion of law that is erroneous; or
    (C) An exercise of discretion or decision of law or policy that is 
important and that the Commission should review.
    (c) Commission review other than pursuant to a petition for review. 
The Commission may, on its own initiative, order review of any initial 
decision, or any portion of any initial decision, within 21 days after 
the end of the period established for filing a petition for review 
pursuant to Sec.  210.410(b). A party who does not intend to file a 
petition for review, and who desires the Commission's determination 
whether to order review on its own initiative to be made in a shorter 
time, may make a motion for an expedited decision, accompanied by a 
written statement that the party waives its right to file a petition for 
review. The vote of one member of the Commission, conveyed to the 
Secretary, shall be sufficient to bring a matter before the Commission 
for review.
    (d) Limitations on matters reviewed. Review by the Commission of an 
initial decision shall be limited to the issues specified in the 
petition for review or the issues, if any, specified in the briefing 
schedule order issued pursuant to Sec.  201.450(a). On notice to all 
parties, however, the Commission may, at any time prior to issuance of 
its decision, raise and determine any other matters that it deems 
material, with opportunity for oral or written argument thereon by the 
parties.
    (e) Summary affirmance. (1) At any time within 21 days after the 
filing of a petition for review pursuant to Sec.  201.410(b), any party 
may file a motion in accordance with Sec.  201.154 asking that the 
Commission summarily affirm an initial decision. Any party may file an 
opposition and reply to such motion in accordance with Sec.  201.154. 
Pending determination of the motion for summary affirmance, the 
Commission, in its discretion, may delay issuance of a briefing schedule 
order pursuant to Sec.  201.450.
    (2) Upon consideration of the motion and any opposition or upon its 
own initiative, the Commission may summarily affirm an initial decision. 
The Commission may grant summary affirmance if it finds that no issue 
raised in the initial decision warrants consideration by the Commission 
of further oral or written argument. The Commission will decline to 
grant summary affirmance upon a reasonable showing

[[Page 182]]

that a prejudicial error was committed in the conduct of the proceeding 
or that the decision embodies an exercise of discretion or decision of 
law or policy that is important and that the Commission should review.
    (f) Failure to obtain a majority. In the event a majority of 
participating Commissioners do not agree to a disposition on the merits, 
the initial decision shall be of no effect, and an order will be issued 
in accordance with this result.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13179, Mar. 19, 2004; 
70 FR 72570, Dec. 5, 2005]



Sec.  201.420  Appeal of determinations by self-regulatory 
organizations.

    (a) Application for review; when available. An application for 
review by the Commission may be filed by any person who is aggrieved by 
a self-regulatory organization determination as to which a notice is 
required to be filed with the Commission pursuant to Section 19(d)(1) of 
the Exchange Act, 15 U.S.C. 78s(d)(1). Such determinations include any:
    (1) Final disciplinary sanction;
    (2) Denial or conditioning of membership or participation;
    (3) Prohibition or limitation in respect to access to services 
offered by that self-regulatory organization or a member thereof; or
    (4) Bar from association.
    (b) Procedure. As required by section 19(d)(1) of the Securities 
Exchange Act of 1934, 15 U.S.C. 78s(d)(1), an applicant must file an 
application for review with the Commission within 30 days after the 
notice of the determination is filed with the Commission and received by 
the aggrieved person applying for review. The Commission will not extend 
this 30-day period, absent a showing of extraordinary circumstances. 
This section is the exclusive remedy for seeking an extension of the 30-
day period.
    (c) Application. The application shall be filed with the Commission 
pursuant to Sec.  201.151. The applicant shall serve the application on 
the self-regulatory organization. The application shall identify the 
determination complained of and set forth in summary form a brief 
statement of the alleged errors in the determination and supporting 
reasons therefor. The application shall state an address where the 
applicant can be served. The application should not exceed two pages in 
length. If the applicant will be represented by a representative, the 
application shall be accompanied by the notice of appearance required by 
Sec.  201.102(d).
    (d) Determination not stayed. Filing an application for review with 
the Commission pursuant to paragraph (b) of this section shall not 
operate as a stay of the complained of determination made by the self-
regulatory organization unless the Commission otherwise orders either 
pursuant to a motion filed in accordance with Sec.  201.401 or on its 
own motion.
    (e) Certification of the record; service of the index. Fourteen days 
after receipt of an application for review or a Commission order for 
review, the self-regulatory organization shall certify and file with the 
Commission one copy of the record upon which the action complained of 
was taken, and shall file with the Commission three copies of an index 
to such record, and shall serve upon each party one copy of the index.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13179, Mar. 19, 2004]



Sec.  201.421  Commission consideration of determinations by 
self-regulatory organizations.

    (a) Commission review other than pursuant to a petition for review. 
The Commission may, on its own initiative, order review of any 
determination by a self-regulatory organization that could be subject to 
an application for review pursuant to Sec.  201.420(a) within 40 days 
after notice thereof was filed with the Commission pursuant to Section 
19(d)(1) of the Exchange Act, 15 U.S.C. 78s(d)(1).
    (b) Supplemental briefing. The Commission may at any time prior to 
issuance of its decision raise or consider any matter that it deems 
material, whether or not raised by the parties. Notice to the parties 
and an opportunity for supplemental briefing with respect to issues not 
briefed by the parties shall be given where the Commission believes that 
such briefing would significantly aid the decisional process.

[[Page 183]]



Sec.  201.430  Appeal of actions made pursuant to delegated authority.

    (a) Scope of rule. Any person aggrieved by an action made by 
authority delegated in Sec. Sec.  200.30-1 through 200.30-8 or 
Sec. Sec.  200.30-11 through 200.30-18 of this chapter may seek review 
of the action pursuant to paragraph (b) of this section.
    (b) Procedure--(1) Notice of intention to petition for review. A 
party to an action made pursuant to delegated authority, or a person 
aggrieved by such action, may seek Commission review of the action by 
filing a written notice of intention to petition for review within five 
days after actual notice of the action to that party or aggrieved 
person, or 15 days after publication of the notice of action in the 
Federal Register, or five days after service of notice of the action on 
that party or aggrieved person pursuant to Sec.  201.141(b), whichever 
is the earliest.
    (2) Petition for review. Within five days after the filing of a 
notice of intention to petition for review pursuant to paragraph (b)(1) 
of this section, the person seeking review shall file a petition for 
review containing a clear and concise statement of the issues to be 
reviewed and the reasons why review is appropriate. The petition shall 
include exceptions to any findings of fact or conclusions of law made, 
together with supporting reasons for such exceptions based on 
appropriate citations to such record as may exist. These reasons may be 
stated in summary form.
    (c) Prerequisite to judicial review. Pursuant to Section 704 of the 
Administrative Procedure Act, 5 U.S.C. 704, a petition to the Commission 
for review of an action made by authority delegated in Sec. Sec.  
200.30-1 through 200.30-18 of this chapter is a prerequisite to the 
seeking of judicial review of a final order entered pursuant to such an 
action.

[60 FR 32796, June 23, 1995; 60 FR 46500, Sept. 7, 1995, as amended at 
69 FR 13179, Mar. 19, 2004; 70 FR 72570, Dec. 5, 2005]



Sec.  201.431  Commission consideration of actions made pursuant to 
delegated authority.

    (a) Scope of review. The Commission may affirm, reverse, modify, set 
aside or remand for further proceedings, in whole or in part, any action 
made pursuant to authority delegated in Sec. Sec.  200.30-1 through 
200.30-18 of this chapter.
    (b) Standards for granting review pursuant to a petition for 
review--(1) Mandatory review. After a petition for review has been 
filed, the Commission shall review any action that it would be required 
to review pursuant to Sec.  201.411(b)(1) if the action was made as the 
initial decision of a hearing officer.
    (2) Discretionary review. The Commission may decline to review any 
other action. In determining whether to grant review, the Commission 
shall consider the factors set forth in Sec.  201.411(b)(2).
    (c) Commission review other than pursuant to a petition for review. 
The Commission may, on its own initiative, order review of any action 
made pursuant to delegated authority at any time, provided, however, 
that where there are one or more parties to the matter, such review 
shall not be ordered more than ten days after the action. The vote of 
one member of the Commission, conveyed to the Secretary, shall be 
sufficient to bring a matter before the Commission for review.
    (d) Required items in an order for review. In an order granting a 
petition for review or directing review on the Commission's own 
initiative, the Commission shall set forth the time within which any 
party or other person may file a statement in support of or in 
opposition to the action made by delegated authority and shall state 
whether a stay shall be granted, if none is in effect, or shall be 
continued, if in effect pursuant to paragraph (e) of this section.
    (e) Automatic stay of delegated action. An action made pursuant to 
delegated authority shall have immediate effect and be deemed the action 
of the Commission. Upon filing with the Commission of a notice of 
intention to petition for review, or upon notice to the Secretary of the 
vote of a Commissioner that a matter be reviewed, an action made 
pursuant to delegated authority shall be stayed until the Commission 
orders otherwise, provided, however, there shall be no automatic stay of 
an action:

[[Page 184]]

    (1) To grant a stay of action by the Commission or a self-regulatory 
organization as authorized by 17 CFR 200.30-14(g) (5)-(6); or
    (2) To commence a subpoena enforcement proceeding as authorized by 
17 CFR 200.30-4(a)(10).
    (f) Effectiveness of stay or of Commission decision to modify or 
reverse a delegated action. As against any person who shall have acted 
in reliance upon any action at a delegated level, any stay or any 
modification or reversal by the Commission of such action shall be 
effective only from the time such person receives actual notice of such 
stay, modification or reversal.

[60 FR 32796, June 23, 1995; 60 FR 46500, Sept. 7, 1995]



Sec.  201.440  Appeal of determinations by the Public Company 
Accounting Oversight Board.

    (a) Application for review; when available. Any person who is 
aggrieved by a determination of the Board with respect to any final 
disciplinary sanction, including disapproval of a completed application 
for registration of a public accounting firm, may file an application 
for review.
    (b) Procedure. An aggrieved person may file an application for 
review with the Commission pursuant to Sec.  201.151 within 30 days 
after the notice filed by the Board of its determination with the 
Commission pursuant to Sec.  240.19d-4 of this chapter is received by 
the aggrieved person applying for review. The applicant shall serve the 
application on the Board at the same time. The application shall 
identify the determination complained of, set forth in summary form a 
brief statement of alleged errors in the determination and supporting 
reasons therefor, and state an address where the applicant can be 
served. The notice of appearance required by Sec.  201.102(d) shall 
accompany the application.
    (c) Stay of determination. Filing an application for review with the 
Commission pursuant to paragraph (b) of this section operates as a stay 
of the Board's determination unless the Commission otherwise orders 
either pursuant to a motion filed in accordance with Sec.  201.401(e) or 
upon its own motion.
    (d) Certification of the record; service of the index. Within 
fourteen days after receipt of an application for review, the Board 
shall certify and file with the Commission one copy of the record upon 
which it took the complained-of action. The Board shall file with the 
Commission three copies of an index of such record, and shall serve one 
copy of the index on each party.

[69 FR 13179, Mar. 19, 2004]



Sec.  201.441  Commission consideration of Board determinations.

    (a) Commission review other than pursuant to an application for 
review. The Commission may, on its own initiative, order review of any 
final disciplinary sanction, including disapproval of a completed 
application for registration of a public accounting firm, imposed by the 
Board that could be subject to an application for review pursuant to 
Sec.  201.440(a) within 40 days after the Board filed notice thereof 
pursuant to Sec.  240.19d-4 of this chapter.
    (b) Supplemental briefing. The Commission may at any time prior to 
the issuance of its decision raise or consider any matter that it deems 
material, whether or not raised by the parties. The Commission will give 
notice to the parties and an opportunity for supplemental briefing with 
respect to issues not briefed by the parties where the Commission 
believes that such briefing could significantly aid the decisional 
process.

[69 FR 13179, Mar. 19, 2004]



Sec.  201.450  Briefs filed with the Commission.

    (a) Briefing schedule order. Other than review ordered pursuant to 
Sec.  201.431, if review of a determination is mandated by statute, 
rule, or judicial order or the Commission determines to grant review as 
a matter of discretion, the Commission shall issue a briefing schedule 
order directing the party or parties to file opening briefs and 
specifying particular issues, if any, as to which briefing should be 
limited or directed. Unless otherwise provided, opening briefs shall be 
filed within 30 days of the date of the briefing schedule order. 
Opposition briefs shall be

[[Page 185]]

filed within 30 days after the date opening briefs are due. Reply briefs 
shall be filed within 14 days after the date opposition briefs are due. 
No briefs in addition to those specified in the briefing schedule order 
may be filed except with leave of the Commission. The briefing schedule 
order shall be issued:
    (1) At the time the Commission orders review on its own initiative 
pursuant to Sec. Sec.  201.411 or 201.421, or orders interlocutory 
review on its own motion pursuant to Sec.  201.400(a); or
    (2) Within 21 days, or such longer time as provided by the 
Commission, after:
    (i) The last day permitted for filing a petition for review pursuant 
to Sec.  201.410(b) or a brief in opposition to a petition for review 
pursuant to Sec.  201.410(d);
    (ii) Receipt by the Commission of an index to the record of a 
determination of a self-regulatory organization filed pursuant to Sec.  
201.420(d);
    (iii) Receipt by the Commission of an index to the record of a 
determination by the Board filed pursuant to Sec.  201.440(d);
    (iv) Receipt by the Commission of the mandate of a court of appeals 
with respect to a judicial remand; or
    (v) Certification of a ruling for interlocutory review pursuant to 
Sec.  201.400(c).
    (b) Contents of briefs. Briefs shall be confined to the particular 
matters at issue. Each exception to the findings or conclusions being 
reviewed shall be stated succinctly. Exceptions shall be supported by 
citation to the relevant portions of the record, including references to 
the specific pages relied upon, and by concise argument including 
citation of such statutes, decisions and other authorities as may be 
relevant. If the exception relates to the admission or exclusion of 
evidence, the substance of the evidence admitted or excluded shall be 
set forth in the brief, in an appendix thereto, or by citation to the 
record. Reply briefs shall be confined to matters in opposition briefs 
of other parties.
    (c) Length limitation. Except with leave of the Commission, opening 
and opposition briefs shall not exceed 14,000 words and reply briefs 
shall not exceed 7,000 words, exclusive of pages containing the table of 
contents, table of authorities, and any addendum that consists solely of 
copies of applicable cases, pertinent legislative provisions or rules, 
and exhibits. The number of words shall include pleadings incorporated 
by reference. Motions to file briefs in excess of these limitations are 
disfavored.
    (d) Certificate of compliance. An opening or opposition brief that 
does not exceed 30 pages in length, exclusive of pages containing the 
table of contents, table of authorities, and any addendum that consists 
solely of copies of applicable cases, pertinent legislative provisions, 
or rules and exhibits, but inclusive of pleadings incorporated by 
reference, is presumptively considered to contain no more than 14,000 
words. A reply brief that does not exceed 15 pages in length, exclusive 
of pages containing the table of contents, table of authorities, and any 
addendum that consists solely of copies of applicable cases, pertinent 
legislative provisions, or rules and exhibits, but inclusive of 
pleadings incorporated by reference, is presumptively considered to 
contain no more than 7,000 words. Any brief that exceeds these page 
limits must include a certificate by the party's representative, or an 
unrepresented party, stating that the brief complies with the length 
limitation set forth in Sec.  201.450(c) and stating the number of words 
in the brief. The person preparing the certificate may rely on the word 
count of the word-processing system used to prepare the brief.

[60 FR 32796, June 23, 1995, as amended at 68 FR 35789, June 17, 2003; 
69 FR 13180, Mar. 19, 2004]



Sec.  201.451  Oral argument before the Commission.

    (a) Availability. The Commission, on its own motion or the motion of 
a party or any other aggrieved person entitled to Commission review, may 
order oral argument with respect to any matter. Motions for oral 
argument with respect to whether to affirm all or part of an initial 
decision by a hearing officer shall be granted unless exceptional 
circumstances make oral argument impractical or inadvisable. The 
Commission will consider appeals, motions and other matters properly 
before it on the basis of the papers filed by

[[Page 186]]

the parties without oral argument unless the Commission determines that 
the presentation of facts and legal arguments in the briefs and record 
and the decisional process would be significantly aided by oral 
argument.
    (b) Procedure. Requests for oral argument shall be made by separate 
motion accompanying the initial brief on the merits. The Commission 
shall issue an order as to whether oral argument is to be heard, and if 
so, the time and place therefor. If oral argument is granted, the time 
fixed for oral argument shall be changed only by written order of the 
Commission, for good cause shown. The order shall state at whose request 
the change is made and the reasons for any such changes. No visual aids 
may be used at oral argument unless copies have been provided to the 
Commission and all parties at least five business days before the 
argument is to be held.
    (c) Time allowed. Unless the Commission orders otherwise, not more 
than one half-hour per side will be allowed for oral argument. The 
Commission may, in its discretion, determine that several persons have a 
common interest, and that the interests represented will be considered a 
single side for purposes of allotting time for oral argument. Time will 
be divided equally among persons on a single side, provided, however, 
that by mutual agreement they may reallocate their time among 
themselves. A request for additional time must be made by motion filed 
reasonably in advance of the date fixed for argument.
    (d) Participation of Commissioners. A member of the Commission who 
was not present at the oral argument may participate in the decision of 
the proceeding, provided that the member has reviewed the transcript of 
such argument prior to such participation. The decision shall state 
whether the required review was made.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13180, Mar. 19, 2004]



Sec.  201.452  Additional evidence.

    Upon its own motion or the motion of a party, the Commission may 
allow the submission of additional evidence. A party may file a motion 
for leave to adduce additional evidence at any time prior to issuance of 
a decision by the Commission. Such motion shall show with particularity 
that such additional evidence is material and that there were reasonable 
grounds for failure to adduce such evidence previously. The Commission 
may accept or hear additional evidence, may remand the proceeding to a 
self-regulatory organization, or may remand or refer the proceeding to a 
hearing officer for the taking of additional evidence, as appropriate.



Sec.  201.460  Record before the Commission.

    The Commission shall determine each matter on the basis of the 
record.
    (a) Contents of the record. (1) In proceedings for final decision 
before the Commission other than those reviewing a determination by a 
self-regulatory organization, the record shall consist of:
    (i) All items part of the record below in accordance with Sec.  
201.350;
    (ii) Any petitions for review, cross-petitions or oppositions; and
    (iii) All briefs, motions, submissions and other papers filed on 
appeal or review.
    (2) In a proceeding for final decision before the Commission 
reviewing a determination by a self-regulatory organization, the record 
shall consist of:
    (i) The record certified pursuant to Sec.  201.420(d) by the self-
regulatory organization;
    (ii) Any application for review; and
    (iii) Any submissions, moving papers, and briefs filed on appeal or 
review.
    (3) In a proceeding for final decision before the Commission 
reviewing a determination of the Board, the record shall consist of:
    (i) The record certified pursuant to Sec.  201.440(d) by the Board;
    (ii) Any application for review; and
    (iii) Any submissions, moving papers, and briefs filed on appeal or 
review.
    (b) Transmittal of record to Commission. Within 14 days after the 
last date set for filing briefs or such later date as the Commission 
directs, the Secretary shall transmit the record to the Commission.
    (c) Review of documents not admitted. Any document offered in 
evidence but excluded by the hearing officer or the Commission and any 
document marked

[[Page 187]]

for identification but not offered as an exhibit shall not be considered 
a part of the record before the Commission on appeal but shall be 
transmitted to the Commission by the Secretary if so requested by the 
Commission. In the event that the Commission does not request the 
document, the Secretary shall retain the document not admitted into the 
record until the later of:
    (1) The date upon which the Commission's order becomes final, or
    (2) The conclusion of any judicial review of that order.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13180, Mar. 19, 2004]



Sec.  201.470  Reconsideration.

    (a) Scope of rule. A party or any person aggrieved by a 
determination in a proceeding may file a motion for reconsideration of a 
final order issued by the Commission.
    (b) Procedure. A motion for reconsideration shall be filed within 10 
days after service of the order complained of, or within such time as 
the Commission may prescribe upon motion for extension of time filed by 
the person seeking reconsideration, if the motion is made within the 
foregoing 10-day period. The motion for reconsideration shall briefly 
and specifically state the matters of record alleged to have been 
erroneously decided, the grounds relied upon, and the relief sought. A 
motion for reconsideration shall conform to the requirements, including 
the limitation on the numbers of words, provided in Sec.  201.154. No 
response to a motion for reconsideration shall be filed unless requested 
by the Commission. Any response so requested shall comply with Sec.  
201.154.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13180, Mar. 19, 2004; 
70 FR 72570, Dec. 5, 2005]



Sec.  201.490  Receipt of petitions for judicial review pursuant to 
28 U.S.C. 2112(a)(1).

    The Commission officer and office designated pursuant to 28 U.S.C. 
2112(a)(1) to receive copies of petitions for review of Commission 
orders from the persons instituting review in a court of appeals, are 
the Secretary and the Office of the Secretary at the Commission's 
Headquarters. Ten copies of each petition shall be submitted. Each copy 
shall state on its face that it is being submitted to the Commission 
pursuant to 28 U.S.C. 2112 by the person or persons who filed the 
petition in the court of appeals.

           Rules Relating to Temporary Orders and Suspensions



Sec.  201.500  Expedited consideration of proceedings.

    Consistent with the Commission's or the hearing officer's other 
responsibilities, every hearing shall be held and every decision shall 
be rendered at the earliest possible time in connection with:
    (a) An application for a temporary sanction, as defined in Sec.  
201.101(a), or a proceeding to determine whether a temporary sanction 
should be made permanent;
    (b) A motion or application to review an order suspending 
temporarily the effectiveness of an exemption from registration pursuant 
to Regulations A, B, E or F under the Securities Act, Sec. Sec.  
230.258, 230.336, 230.610 or 230.656 of this chapter; or,
    (c) A motion to or petition to review an order suspending 
temporarily the privilege of appearing before the Commission under Sec.  
201.102(e)(3), or a sanction under Sec.  201.180(a)(1).



Sec.  201.510  Temporary cease-and-desist orders: Application process.

    (a) Procedure. A request for entry of a temporary cease-and-desist 
order shall be made by application filed by the Division of Enforcement. 
The application shall set forth the statutory provision or rule that 
each respondent is alleged to have violated; the temporary relief sought 
against each respondent, including whether the respondent would be 
required to take action to prevent the dissipation or conversion of 
assets; and whether the relief is sought ex parte.
    (b) Accompanying documents. The application shall be accompanied by 
a declaration of facts signed by a person with knowledge of the facts 
contained therein, a memorandum of points and authorities, a proposed 
order imposing the temporary relief sought, and, unless relief is sought 
ex parte, a proposed

[[Page 188]]

notice of hearing and order to show cause whether the temporary relief 
should be imposed. If a proceeding for a permanent cease-and-desist 
order has not already been commenced, a proposed order instituting 
proceedings to determine whether a permanent cease-and-desist order 
should be imposed shall also be filed with the application.
    (c) With whom filed. The application shall be filed with the 
Secretary or, if the Secretary is unavailable, with the duty officer. In 
no event shall an application be filed with an administrative law judge.
    (d) Record of proceedings. Hearings, including ex parte 
presentations made by the Division of Enforcement pursuant to Sec.  
201.513, shall be recorded or transcribed pursuant to Sec.  201.302.



Sec.  201.511  Temporary cease-and-desist orders: Notice; procedures 
for hearing.

    (a) Notice: how given. Notice of an application for a temporary 
cease-and-desist order shall be made by serving a notice of hearing and 
order to show cause pursuant to Sec.  201.141(b) or, where timely 
service of a notice of hearing pursuant to Sec.  201.141(b) is not 
practicable, by any other means reasonably calculated to give actual 
notice that a hearing will be held, including telephonic notification of 
the general subject matter, time, and place of the hearing. If an 
application is made ex parte, pursuant to Sec.  201.513, no notice to a 
respondent need be given prior to the Commission's consideration of the 
application.
    (b) Hearing before the Commission. Except as provided in paragraph 
(d) of this section, hearings on an application for a temporary cease-
and-desist order shall be held before the Commission.
    (c) Presiding officer: designation. The Chairman shall preside or 
designate a Commissioner to preside at the hearing. If the Chairman is 
absent or unavailable at the time of hearing and no other Commissioner 
has been designated to preside, the duty officer on the day the hearing 
begins shall preside or designate another Commissioner to preside.
    (d) Procedure at hearing. (1) The presiding officer shall have all 
those powers of a hearing officer set forth in Sec.  201.111 and shall 
rule on the admissibility of evidence and other procedural matters, 
including, but not limited to whether oral testimony will be heard; the 
time allowed each party for the submission of evidence or argument; and 
whether post-hearing submission of briefs, proposed findings of fact and 
conclusions of law will be permitted and if so, the procedures for 
submission; provided, however, that the person presiding may consult 
with other Commissioners participating in the hearing on these or any 
other question of procedure.
    (2) Each Commissioner present at the hearing shall be afforded a 
reasonable opportunity to ask questions of witnesses, if any, or of 
counsel.
    (3) A party or witness may participate by telephone. Alternative 
means of remote access, including a video link, shall be permitted in 
the Commission's discretion. Factors the Commission may consider in 
determining whether to permit alternative means of remote access 
include, but are not limited to, whether allowing an alternative means 
of access will delay the hearing, whether the alternative means is 
reliable, and whether the party proposing its use has made arrangements 
to pay for its cost.
    (4) After a hearing has begun, the Commission may, on its own 
motion, or the motion of a party, assign a hearing officer to preside at 
the taking of oral testimony or other evidence and to certify the record 
of such testimony or other evidence to the Commission within a fixed 
period of time. No recommended or initial decision shall be made by such 
a hearing officer.



Sec.  201.512  Temporary cease-and-desist orders: Issuance after 
notice and opportunity for hearing.

    (a) Basis for issuance. A temporary cease-and-desist order shall be 
issued only if the Commission determines that the alleged violation or 
threatened violation specified in an order instituting proceedings 
whether to enter a permanent cease-and-desist order pursuant to 
Securities Act Section 8A(a), 15 U.S.C. 77h-1(a), Exchange Act Section 
21C(a), 15 U.S.C. 78u-3(a), Investment Company Act Section 9(f)(1),

[[Page 189]]

15 U.S.C. 80a-9(f)(1), or Investment Advisers Act Section 203(k)(1), 15 
U.S.C. 80b-3(k)(1), or the continuation thereof, is likely to result in 
significant dissipation or conversion of assets, significant harm to 
investors, or substantial harm to the public interest, including, but 
not limited to, losses to the Securities Investor Protection 
Corporation, prior to the completion of proceedings on the permanent 
cease-and-desist order.
    (b) Content, scope and form of order. Every temporary cease-and-
desist order granted shall:
    (1) Describe the basis for its issuance, including the alleged or 
threatened violations and the harm that is likely to result without the 
issuance of an order;
    (2) Describe in reasonable detail, and not by reference to the order 
instituting proceedings or any other document, the act or acts the 
respondent is to take or refrain from taking; and
    (3) Be indorsed with the date and hour of issuance.
    (c) Effective upon service. A temporary cease-and-desist order is 
effective upon service upon the respondent.
    (d) Service: how made. Service of a temporary cease-and-desist order 
shall be made pursuant to Sec.  201.141(a). The person who serves the 
order shall promptly file a declaration of service identifying the 
person served, the method of service, the date of service, the address 
to which service was made and the person who made service; provided, 
however, failure to file such a declaration shall have no effect on the 
validity of the service.
    (e) Commission review. At any time after the respondent has been 
served with a temporary cease-and-desist order, the respondent may apply 
to the Commission to have the order set aside, limited or suspended. The 
application shall set forth with specificity the facts that support the 
request.



Sec.  201.513  Temporary cease-and-desist orders: Issuance without 
prior notice and opportunity for hearing.

    In addition to the requirements for issuance of a temporary cease-
and-desist order set forth in Sec.  201.512, the following requirements 
shall apply if a temporary cease-and-desist order is to be entered 
without prior notice and opportunity for hearing:
    (a) Basis for issuance without prior notice and opportunity for 
hearing. A temporary cease-and-desist order may be issued without notice 
and opportunity for hearing only if the Commission determines, from 
specific facts in the record of the proceeding, that notice and hearing 
prior to entry of an order would be impracticable or contrary to the 
public interest.
    (b) Content of the order. An ex parte temporary cease-and-desist 
order shall state specifically why notice and hearing would have been 
impracticable or contrary to the public interest.
    (c) Hearing before the Commission. If a respondent has been served 
with a temporary cease-and-desist order entered without a prior 
Commission hearing, the respondent may apply to the Commission to have 
the order set aside, limited, or suspended, and if the application is 
made within 10 days after the date on which the order was served, may 
request a hearing on such application. The Commission shall hold a 
hearing and render a decision on the respondent's application at the 
earliest possible time. The hearing shall begin within two days of the 
filing of the application unless the applicant consents to a longer 
period or the Commission, by order, for good cause shown, sets a later 
date. The Commission shall render a decision on the application within 
five calendar days of its filing, provided, however, that the 
Commission, by order, for good cause shown, may extend the time within 
which a decision may be rendered for a single period of five calendar 
days, or such longer time as consented to by the applicant. If the 
Commission does not render its decision within 10 days of the 
respondent's application or such longer time as consented to by the 
applicant, the temporary order shall be suspended until a decision is 
rendered.
    (d) Presiding officer, procedure at hearing. Procedures with respect 
to the selection of a presiding officer and the conduct of the hearing 
shall be in accordance with Sec.  201.511.

[[Page 190]]



Sec.  201.514  Temporary cease-and-desist orders: Judicial review; 
duration.

    (a) Availability of judicial review. Judicial review of a temporary 
cease-and-desist order shall be available as provided in Section 
8A(d)(2) of the Securities Act, 15 U.S.C. 77h-1(d)(2), Section 21C(d)(2) 
of the Exchange Act, 15 U.S.C. 78u-3(d)(2), Section 9(f)(4)(B) of the 
Investment Company Act, 15 U.S.C. 80a-9(f)(4)(B), or Section 
203(k)(4)(B) of the Investment Advisers Act, 15 U.S.C. 80b-3(k)(4)(B).
    (b) Duration. Unless set aside, limited, or suspended, either by 
order of the Commission, a court of competent jurisdiction, or a hearing 
officer acting pursuant to Sec.  201.531, or by operation of Sec.  
201.513, a temporary cease-and-desist order shall remain effective and 
enforceable until the earlier of:
    (1) The completion of the proceedings whether a permanent order 
shall be entered; or
    (2) 180 days, or such longer time as consented to by the respondent, 
after issuance of a briefing schedule order pursuant to Sec.  
201.540(b), if an initial decision whether a permanent order should be 
entered is appealed.



Sec.  201.520  Suspension of registration of brokers, dealers, or 
other Exchange Act-registered entities: Application.

    (a) Procedure. A request for suspension of a registered broker, 
dealer, municipal securities dealer, government securities broker, 
government securities dealer, or transfer agent pending a final 
determination whether the registration shall be revoked shall be made by 
application filed by the Division of Enforcement. The application shall 
set forth the statutory provision or rule that each respondent is 
alleged to have violated and the temporary suspension sought as to each 
respondent.
    (b) Accompanying documents. The application shall be accompanied by 
a declaration of facts signed by a person with knowledge of the facts 
contained therein, a memorandum of points and authorities, a proposed 
order imposing the temporary suspension of registration sought, and a 
proposed notice of hearing and order to show cause whether the temporary 
suspension of registration should be imposed. If a proceeding to 
determine whether to revoke the registration permanently has not already 
been commenced, a proposed order instituting proceedings to determine 
whether a permanent sanction should be imposed shall also be filed with 
the application.
    (c) With whom filed. The application shall be filed with the 
Secretary or, if the Secretary is unavailable, with the duty officer. In 
no event shall an application be filed with an administrative law judge.
    (d) Record of hearings. All hearings shall be recorded or 
transcribed pursuant to Sec.  201.302.



Sec.  201.521  Suspension of registration of brokers, dealers, or 
other Exchange Act-registered entities: Notice and opportunity for 

hearing on application.

    (a) How given. Notice of an application to suspend a registration 
pursuant to Sec.  201.520 shall be made by serving a notice of hearing 
and order to show cause pursuant to Sec.  201.141(b) or, where timely 
service of a notice of hearing pursuant to Sec.  201.141(b) is not 
practicable, by any other means reasonably calculated to give actual 
notice that a hearing will be held, including telephonic notification of 
the general subject matter, time, and place of the hearing.
    (b) Hearing: before whom held. Except as provided in paragraph (d) 
of this section, hearings on an application to suspend a registration 
pursuant to Sec.  201.520 shall be held before the Commission.
    (c) Presiding officer: designation. The Chairman shall preside or 
designate a Commissioner to preside at the hearing. If the Chairman is 
absent or unavailable at the time of hearing and no other Commissioner 
has been designated to preside, the duty officer on the day the hearing 
begins shall preside or designate another Commissioner to preside.
    (d) Procedure at hearing. (1) The presiding officer shall have all 
those powers of a hearing officer set forth in Sec.  201.111 and shall 
rule on the admissibility of evidence and other procedural matters, 
including, but not limited to whether oral testimony will be heard; the 
time allowed each party for the submission of evidence or argument; and 
whether post-hearing submission

[[Page 191]]

of briefs, proposed findings of fact and conclusions of law will be 
permitted and if so, the procedures for submission; provided, however, 
that the person presiding may consult with other Commissioners 
participating in the hearing on these or any other question of 
procedure.
    (2) Each Commissioner present at the hearing shall be afforded a 
reasonable opportunity to ask questions of witnesses, if any, or 
counsel.
    (3) A party or witness may participate by telephone. Alternative 
means of remote access, including a video link, shall be permitted in 
the Commission's discretion. Factors the Commission may consider in 
determining whether to permit alternative means of remote access 
include, but are not limited to, whether allowing an alternative means 
of access will delay the hearing, whether the alternative means is 
reliable, and whether the party proposing its use has made arrangements 
to pay for its cost.
    (4) After a hearing has begun, the Commission may, on its own motion 
or the motion of a party, assign a hearing officer to preside at the 
taking of oral testimony or other evidence and to certify the record of 
such testimony or other evidence to the Commission within a fixed period 
of time. No recommended or initial decision shall be made.



Sec.  201.522  Suspension of registration of brokers, dealers, or 
other Exchange Act-registered entities: Issuance and review of order.

    (a) Basis for issuance. An order suspending a registration, pending 
final determination as to whether the registration shall be revoked 
shall be issued only if the Commission finds that the suspension is 
necessary or appropriate in the public interest or for the protection of 
investors.
    (b) Content, scope and form of order. Each order suspending a 
registration shall:
    (1) Describe the basis for its issuance, including the alleged or 
threatened violations and the harm that is likely to result without the 
issuance of an order;
    (2) Describe in reasonable detail, and not by reference to the order 
instituting proceedings or any other document, the act or acts the 
respondent is to take or refrain from taking; and
    (3) Be indorsed with the date and hour of issuance.
    (c) Effective upon service. An order suspending a registration is 
effective upon service upon the respondent.
    (d) Service: how made. Service of an order suspending a registration 
shall be made pursuant to Sec.  201.141(a). The person who serves the 
order shall promptly file a declaration of service identifying the 
person served, the method of service, the date of service, the address 
to which service was made and the person who made service; provided, 
however, failure to file such a declaration shall have no effect on the 
validity of the service.
    (e) Commission review. At any time after the respondent has been 
served with an order suspending a registration, the respondent may apply 
to the Commission or the hearing officer to have the order set aside, 
limited, or suspended. The application shall set forth with specificity 
the facts that support the request.



Sec.  201.523  [Reserved]



Sec.  201.524  Suspension of registrations: Duration.

    Unless set aside, limited or suspended by order of the Commission, a 
court of competent jurisdiction, or a hearing officer acting pursuant to 
Sec.  201.531, an order suspending a registration shall remain effective 
and enforceable until the earlier of:
    (a) The completion of the proceedings whether the registration shall 
be permanently revoked; or
    (b) 180 days, or such longer time as consented to by the respondent, 
after issuance of a briefing schedule order pursuant to Sec.  
201.540(b), if an initial decision whether the registration shall be 
permanently revoked is appealed.



Sec.  201.530  Initial decision on permanent order: Timing for 
submitting proposed findings and preparation of decision.

    Unless otherwise ordered by the Commission or hearing officer, if a 
temporary cease-and-desist order or suspension of registration order is 
in effect, the following time limits shall

[[Page 192]]

apply to preparation of an initial decision as to whether such order 
should be made permanent:
    (a) Proposed findings and conclusions and briefs in support thereof 
shall be filed 30 days after the close of the hearing;
    (b) The record in the proceedings shall be served by the Secretary 
upon the hearing officer three days after the date for the filing of the 
last brief called for by the hearing officer; and
    (c) The initial decision shall be filed with the Secretary at the 
earliest possible time, but in no event more than 30 days after service 
of the record, unless the hearing officer, by order, shall extend the 
time for good cause shown for a period not to exceed 30 days.



Sec.  201.531  Initial decision on permanent order: Effect on 
temporary order.

    (a) Specification of permanent sanction. If, at the time an initial 
decision is issued, a temporary sanction is in effect as to any 
respondent, the initial decision shall specify:
    (1) Which terms or conditions of a temporary cease-and-desist order, 
if any, shall become permanent; and
    (2) Whether a temporary suspension of a respondent's registration, 
if any, shall be made a permanent revocation of registration.
    (b) Modification of temporary order. If any temporary sanction shall 
not become permanent under the terms of the initial decision, the 
hearing officer shall issue a separate order setting aside, limiting or 
suspending the temporary sanction then in effect in accordance with the 
terms of the initial decision. The hearing officer shall decline to 
suspend a term or condition of a temporary cease-and-desist order if it 
is found that the continued effectiveness of such term or condition is 
necessary to effectuate any term of the relief ordered in the initial 
decision, including the payment of disgorgement, interest or penalties. 
An order modifying temporary sanctions shall be effective 14 days after 
service. Within one week of service of the order modifying temporary 
sanctions any party may seek a stay or modification of the order from 
the Commission pursuant to Sec.  201.401.



Sec.  201.540  Appeal and Commission review of initial decision making 
a temporary order permanent.

    (a) Petition for review. Any person who seeks Commission review of 
an initial decision as to whether a temporary sanction shall be made 
permanent shall file a petition for review pursuant to Sec.  201.410, 
provided, however, that the petition must be filed within 10 days after 
service of the initial decision.
    (b) Review procedure. If the Commission determines to grant or order 
review, it shall issue a briefing schedule order pursuant to Sec.  
201.450. Unless otherwise ordered by the Commission, opening briefs 
shall be filed within 21 days of the order granting or ordering review, 
and opposition briefs shall be filed within 14 days after opening briefs 
are filed. Reply briefs shall be filed within seven days after 
opposition briefs are filed. Oral argument, if granted by the 
Commission, shall be held within 90 days of the issuance of the briefing 
schedule order.



Sec.  201.550  Summary suspensions pursuant to Exchange Act 
Section 12(k)(1)(A).

    (a) Petition for termination of suspension. Any person adversely 
affected by a suspension pursuant to Section 12(k)(1)(A) of the Exchange 
Act, 15 U.S.C. 78l(k)(1)(A), who desires to show that such suspension is 
not necessary in the public interest or for the protection of investors 
may file a sworn petition with the Secretary, requesting that the 
suspension be terminated. The petition shall set forth the reasons why 
the petitioner believes that the suspension of trading should not 
continue and state with particularity the facts upon which the 
petitioner relies.
    (b) Commission consideration of a petition. The Commission, in its 
discretion, may schedule a hearing on the matter, request additional 
written submissions, or decide the matter on the facts presented in the 
petition and any other relevant facts known to the Commission. If the 
petitioner fails to cooperate with, obstructs, or refuses to permit the 
making of an examination by the Commission, such conduct shall be 
grounds to deny the petition.

[[Page 193]]

            Rules Regarding Disgorgement and Penalty Payments



Sec.  201.600  Interest on sums disgorged.

    (a) Interest required. Prejudgment interest shall be due on any sum 
required to be paid pursuant to an order of disgorgement. The 
disgorgement order shall specify each violation that forms the basis for 
the disgorgement ordered; the date which, for purposes of calculating 
disgorgement, each such violation was deemed to have occurred; the 
amount to be disgorged for each such violation; and the total sum to be 
disgorged. Prejudgment interest shall be due from the first day of the 
month following each such violation through the last day of the month 
preceding the month in which payment of disgorgement is made. The order 
shall state the amount of prejudgment interest owed as of the date of 
the disgorgement order and that interest shall continue to accrue on all 
funds owed until they are paid.
    (b) Rate of interest. Interest on the sum to be disgorged shall be 
computed at the underpayment rate of interest established under Section 
6621(a)(2) of the Internal Revenue Code, 26 U.S.C. 6621(a)(2), and shall 
be compounded quarterly. The Commission or the hearing officer may, by 
order, specify a lower rate of prejudgment interest as to any funds 
which the respondent has placed in an escrow or otherwise guaranteed for 
payment of disgorgement upon a final determination of the respondent's 
liability. Escrow and other guarantee arrangements must be approved by 
the Commission or the hearing officer prior to entry of the disgorgement 
order.



Sec.  201.601  Prompt payment of disgorge ment, interest and penalties.

    (a) Timing of payments. Unless otherwise provided, funds due 
pursuant to an order by the Commission requiring the payment of 
disgorgement, interest, or penalties shall be paid no later than 21 days 
after service of the order, and funds due pursuant to an order by a 
hearing officer shall be paid in accordance with the order of finality 
issued pursuant to Sec.  201.360(d)(2).
    (b) Stays. A stay of any order requiring the payment of 
disgorgement, interest or penalties may be sought at any time pursuant 
to Sec.  201.401.
    (c) Method of making payment. Payment shall be made by United States 
postal money order, wire transfer, certified check, bank cashier's 
check, or bank money order made payable to the Securities and Exchange 
Commission. The payment shall be mailed or delivered to the office 
designated by this Commission. Payment shall be accompanied by a letter 
that identifies the name and number of the case and the name of the 
respondent making payment. A copy of the letter and the instrument of 
payment shall be sent to counsel for the Division of Enforcement.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13180, Mar. 19, 2004; 
70 FR 72570, Dec. 5, 2005]



Sec. Sec.  201.610-201.614  [Reserved]



Sec.  201.620  [Reserved]



Sec.  201.630  Inability to pay disgorge ment, interest or penalties.

    (a) Generally. In any proceeding in which an order requiring payment 
of disgorgement, interest or penalties may be entered, a respondent may 
present evidence of an inability to pay disgorgement, interest or a 
penalty. The Commission may, in its discretion, or the hearing officer 
may, in his or her discretion, consider evidence concerning ability to 
pay in determining whether disgorgement, interest or a penalty is in the 
public interest.
    (b) Financial disclosure statement. Any respondent who asserts an 
inability to pay disgorgement, interest or penalties may be required to 
file a sworn financial disclosure statement and to keep the statement 
current. The financial statement shall show the respondent's assets, 
liabilities, income or other funds received and expenses or other 
payments, from the date of the first violation alleged against that 
respondent in the order instituting proceedings, or such later date as 
specified by the Commission or a hearing officer, to the date of the 
order requiring the disclosure statement to be filed. By order, the 
Commission or the hearing officer may prescribe the use of the

[[Page 194]]

Disclosure of Assets and Financial Information Form (see Form D-A at 
Sec.  209.1 of this chapter) or any other form, may specify other time 
periods for which disclosure is required, and may require such other 
information as deemed necessary to evaluate a claim of inability to pay.
    (c) Confidentiality. Any respondent submitting financial information 
pursuant to this section or Sec.  201.410(c) may make a motion, pursuant 
to Sec.  201.322, for the issuance of a protective order against 
disclosure of the information submitted to the public or to any parties 
other than the Division of Enforcement. Prior to a ruling on the motion, 
no party receiving information as to which a motion for a protective 
order has been made may transfer or convey the information to any other 
person without the prior permission of the Commission or the hearing 
officer.
    (d) Service required. Notwithstanding any provision of Sec.  
201.322, a copy of the financial disclosure statement shall be served on 
the Division of Enforcement.
    (e) Failure to file required financial information: sanction. Any 
respondent who, after making a claim of inability to pay either 
disgorgement, interest or a penalty, fails to file a financial 
disclosure statement when such a filing has been ordered or is required 
by rule may, in the discretion of the Commission or the hearing officer, 
be deemed to have waived the claim of inability to pay. No sanction 
pursuant to Sec. Sec.  201.155 or 201.180 shall be imposed for a failure 
to file such a statement.

      Informal Procedures and Supplementary Information Concerning 
                        Adjudicatory Proceedings



Sec.  201.900  Informal Procedures and Supplementary Information 
Concerning Adjudicatory Proceedings.

    (a) Guidelines for the timely completion of proceedings.(1) Timely 
resolution of adjudicatory proceedings is one factor in assessing the 
effectiveness of the adjudicatory program in protecting investors, 
promoting public confidence in the securities markets and assuring 
respondents a fair hearing. Establishment of guidelines for the timely 
completion of key phases of contested administrative proceedings 
provides a standard for both the Commission and the public to gauge the 
Commission's adjudicatory program on this criterion. The Commission has 
directed that, to the extent possible:
    (i) A decision by the Commission on review of an interlocutory 
matter should be completed within 45 days of the date set for filing the 
final brief on the matter submitted for review.
    (ii) A decision by the Commission on a motion to stay a decision 
that has already taken effect or that will take effect within five days 
of the filing of the motion, should be issued within five days of the 
date set for filing of the opposition to the motion for a stay. If the 
decision complained of has not taken effect, the Commission's decision 
should be issued within 45 days of the date set for filing of the 
opposition to the motion for a stay.
    (iii) Ordinarily, a decision by the Commission with respect to an 
appeal from the initial decision of a hearing officer, a review of a 
determination by a self-regulatory organization, or a remand of a prior 
Commission decision by a court of appeals should be issued within seven 
months from the date the petition for review, application for review, or 
mandate of the court is filed, unless the Commission determines that the 
matter presents unusual complicating circumstances, in which case a 
decision by the Commission on the matter may be issued within 11 months 
from the date the petition for review, application for review, or 
mandate of the court is filed. The Commission retains discretion to take 
additional time to dispose of an appeal from the initial decision of a 
hearing officer, a review of a determination by a self-regulatory 
organization, or a remand of a prior Commission decision by a court of 
appeals when the Commission determines that extraordinary facts and 
circumstances of the matter so require. The deadlines in Sec.  201.900 
confer no substantive rights on the parties.
    (2) The guidelines in this paragraph (a) do not create a requirement 
that each portion of a proceeding or the entire proceeding be completed 
within the periods described. Among other reasons, a proceeding at 
either the hearing stage or on review by the Commission may require 
additional time

[[Page 195]]

because it is unusually complex or because the record is exceptionally 
long. In addition, fairness is enhanced if the Commission's deliberative 
process is not constrained by an inflexible schedule. In some 
proceedings, deliberation may be delayed by the need to consider more 
urgent matters, to permit the preparation of dissenting opinions, or for 
other good cause. The guidelines will be used by the Commission as one 
of several criteria in monitoring and evaluating its adjudicatory 
program. The guidelines will be examined periodically, and, if 
necessary, readjusted in light of changes in the pending caseload and 
the available level of staff resources.
    (b) Reports to the Commission on pending cases. The administrative 
law judges, the Secretary and the General Counsel have each been 
delegated authority to issue certain orders or adjudicate certain 
proceedings. See 17 CFR 200.30-1 et seq. Proceedings are also assigned 
to the General Counsel for the preparation of a proposed order or 
opinion which will then be recommended to the Commission for 
consideration. In order to improve accountability by and to the 
Commission for management of the docket, the Commission has directed 
that confidential status reports with respect to all filed adjudicatory 
proceedings shall be made periodically to the Commission. These reports 
will be made through the Secretary, with a minimum frequency established 
by the Commission. In connection with these periodic reports, if a 
proceeding pending before the Commission has not been concluded within 
30 days of the guidelines established in paragraph (a) of this section, 
the General Counsel shall specifically apprise the Commission of that 
fact, and shall describe the procedural posture of the case, project an 
estimated date for conclusion of the proceeding, and provide such other 
information as is necessary to enable the Commission to determine 
whether additional steps are necessary to reach a fair and timely 
resolution of the matter.
    (c) Publication of information concerning the pending case docket. 
Ongoing disclosure of information about the adjudication program 
caseload increases awareness of the importance of the program, 
facilitates oversight of the program and promotes confidence in the 
efficiency and fairness of the program by investors, securities industry 
participants, self-regulatory organizations and other members of the 
public. The Commission has directed the Secretary to publish in the SEC 
Docket in the first and seventh months of each fiscal year summary 
statistical information about the status of pending adjudicatory 
proceedings and changes in the Commission's caseload over the prior six 
months. The report will include the number of cases pending before the 
administrative law judges and the Commission at the beginning and end of 
the six-month period. The report will also show increases in the 
caseload arising from new cases being instituted, appealed or remanded 
to the Commission and decreases in the caseload arising from the 
disposition of proceedings by issuance of initial decisions, issuance of 
final decisions issued on appeal of initial decisions, other 
dispositions of appeals of initial decisions, final decisions on review 
of self-regulatory organization determinations, other dispositions on 
review of self-regulatory organization determinations, and decisions 
with respect to stays or interlocutory motions. For each category of 
decision, the report shall also show the median age of the cases at the 
time of the decision and the number of cases decided within the 
guidelines for the timely completion of adjudicatory proceedings.

[60 FR 32796, June 23, 1995, as amended at 68 FR 35789, June 17, 2003; 
70 FR 72570, Dec. 5, 2005]



            Subpart E_Adjustment of Civil Monetary Penalties

    Authority: 28 U.S.C. 2461 note.

    Source: 61 FR 57774, Nov. 8, 1996, unless otherwise noted.



Sec.  201.1001  Adjustment of civil monetary penalties--1996.

    As required by the Debt Collection Improvement Act of 1996, the 
maximum amounts of all civil monetary penalties under the Securities Act 
of 1933, the Securities Exchange Act of

[[Page 196]]

1934, the Investment Company Act of 1940, and the Investment Advisers 
Act of 1940 are adjusted for inflation in accordance with Table I to 
this subpart. The adjustments set forth in Table I apply to violations 
occurring after December 9, 1996 and before February 2, 2001.

[66 FR 8762, Feb. 2, 2001]



Sec. Table 1 to Subpart E of Part 201--Civil Monetary Penalty Inflation 
                               Adjustments

----------------------------------------------------------------------------------------------------------------
                                                                         Year
                                                                       penalty       Original        Adjusted
       U.S. code citation               Civil monetary penalty        amount was     statutory        maximum
                                             description             last set by      maximum     penalty amount
                                                                         law      penalty amount
----------------------------------------------------------------------------------------------------------------
SECURITIES AND EXCHANGE
 COMMISSION:
    15 USC 77t(d)...............  FOR NATURAL PERSON...............         1990          $5,000          $5,500
                                  FOR ANY OTHER PERSON.............         1990          50,000          55,000
                                  FOR NATURAL PERSON/FRAUD.........         1990          50,000          55,000
                                  FOR ANY OTHER PERSON/FRAUD.......         1990         250,000         275,000
                                  FOR NATURAL PERSON/SUBSTANTIAL            1990         100,000         110,000
                                   LOSSES OR RISK OF LOSSES TO
                                   OTHERS.
                                  FOR ANY OTHER PERSON/SUBSTANTIAL          1990         500,000         550,000
                                   LOSSES OR RISK OF LOSSES TO
                                   OTHERS.
    15 USC 78ff(b)..............  EXCHANGE ACT/FAILURE TO FILE              1936             100             110
                                   INFORMATION DOCUMENTS, REPORTS.
    15 USC 78ff(c)(1)(B)........  FOREIGN CORRUPT PRACTICES--ANY            1988          10,000          11,000
                                   ISSUER.
    15 USC 78ff(c)(2)(C)........  FOREIGN CORRUPT PRACTICES--ANY            1988          10,000          11,000
                                   AGENT OR STOCKHOLDER ACTING ON
                                   BEHALF OF ISSUER.
    15 USC 78u-1(a)(3)..........  INSIDER TRADING--CONTROLLING              1988       1,000,000       1,100,000
                                   PERSONS.
    15 USC 78u-2................  FOR NATURAL PERSON...............         1990           5,000           5,500
                                  FOR ANY OTHER PERSON.............         1990          50,000          55,000
                                  FOR NATURAL PERSON/FRAUD.........         1990          50,000          55,000
                                  FOR ANY OTHER PERSON/FRAUD.......         1990         250,000         275,000
                                  FOR NATURAL PERSON/SUBSTANTIAL            1990         100,000         110,000
                                   LOSSES TO OTHERS/GAINS TO SELF.
                                  FOR ANY OTHER PERSONS/SUBSTANTIAL         1990         500,000         550,000
                                   LOSSES TO OTHERS/GAIN TO SELF.
    15 USC 78u(d)(3)............  FOR NATURAL PERSON...............         1990           5,000           5,500
                                  FOR ANY OTHER PERSON.............         1990          50,000          55,000
                                  FOR NATURAL PERSON/FRAUD.........         1990          50,000          55,000
                                  FOR ANY OTHER PERSON/FRAUD.......         1990         250,000         275,000
                                  FOR NATURAL PERSON/SUBSTANTIAL            1990         100,000         110,000
                                   LOSSES OR RISK OF LOSSES TO
                                   OTHERS.
                                  FOR ANY OTHER PERSON/SUBSTANTIAL          1990         500,000         550,000
                                   LOSSES OR RISK OF LOSSES TO
                                   OTHERS.
    15 USC 80a-9(d).............  FOR NATURAL PERSON...............         1990           5,000           5,500
                                  FOR ANY OTHER PERSON.............         1990          50,000          55,000
                                  FOR NATURAL PERSON/FRAUD.........         1990          50,000          55,000
                                  FOR ANY OTHER PERSON/FRAUD.......         1990         250,000         275,000
                                  FOR NATURAL PERSON/SUBSTANTIAL            1990         100,000         110,000
                                   LOSSES TO OTHERS/GAINS TO SELF.
                                  FOR ANY OTHER PERSON/SUBSTANTIAL          1990         500,000         550,000
                                   LOSSES TO OTHER/GAINS TO SELF.
    15 USC 80a-41(e)............  FOR NATURAL PERSON...............         1990           5,000           5,500
                                  FOR ANY OTHER PERSON.............         1990          50,000          55,000
                                  FOR NATURAL PERSON/FRAUD.........         1990          50,000          55,000
                                  FOR ANY OTHER PERSON/FRAUD.......         1990         250,000         275,000
                                  FOR NATURAL PERSON/SUBSTANTIAL            1990         100,000         110,000
                                   LOSSES OR RISK OF LOSSES TO
                                   OTHERS.
                                  FOR ANY OTHER PERSON/SUBSTANTIAL          1990         500,000         550,000
                                   LOSSES OR RISK OF LOSSES TO
                                   OTHERS.
    15 USC 80b-3(i).............  FOR NATURAL PERSON...............         1990           5,000           5,500
                                  FOR ANY OTHER PERSON.............         1990          50,000          55,000
                                  FOR NATURAL PERSON/FRAUD.........         1990          50,000          55,000
                                  FOR ANY OTHER PERSON/FRAUD.......         1990         250,000         275,000

[[Page 197]]

 
                                  FOR NATURAL PERSON/SUBSTANTIAL            1990         100,000         110,000
                                   LOSSES TO OTHERS/GAIN TO SELF.
                                  FOR ANY OTHER PERSON/SUBSTANTIAL          1990         500,000         550,000
                                   LOSSES TO OTHERS/GAIN TO SELF.
    15 USC 80b-9(e).............  FOR NATURAL PERSON...............         1990           5,000           5,500
                                  FOR ANY OTHER PERSON.............         1990          50,000          55,000
                                  FOR NATURAL PERSON/FRAUD.........         1990          50,000          55,000
                                  FOR ANY OTHER PERSON/FRAUD.......         1990         250,000         275,000
                                  FOR NATURAL PERSON/SUBSTANTIAL            1990         100,000         110,000
                                   LOSSES OR RISK OF LOSSES TO
                                   OTHERS.
                                  FOR ANY OTHER PERSON/SUBSTANTIAL          1990         500,000         550,000
                                   LOSSES OR RISK OF LOSSES TO
                                   OTHERS.
----------------------------------------------------------------------------------------------------------------



Sec.  201.1002  Adjustment of civil monetary penalties--2001.

    As required by the Debt Collection Improvement Act of 1996, the 
maximum amounts of all civil monetary penalties under the Securities Act 
of 1933, the Securities Exchange Act of 1934, the Investment Company Act 
of 1940, and the Investment Advisers Act of 1940 are adjusted for 
inflation in accordance with Table II to this subpart. The adjustments 
set forth in Table II apply to violations occurring after February 2, 
2001.

[66 FR 8762, Feb. 2, 2001]



Sec. Table II to Subpart E of Part 201--Civil Monetary Penalty Inflation 
                               Adjustments

----------------------------------------------------------------------------------------------------------------
                                                                                          Maximum
                                                                               Year       penalty      Adjusted
                                               Civil monetary penalty        penalty       amount      maximum
           U.S. Code citation                       description             amount was    pursuant     penalty
                                                                               last       to 1996       amount
                                                                             adjusted    adjustment
----------------------------------------------------------------------------------------------------------------
Securities and Exchange Commission:
    15 USC 77t(d).......................  For natural person.............         1996       $5,500       $6,500
                                          For any other person...........         1996       55,000       60,000
                                          For natural person/fraud.......         1996       55,000       60,000
                                          For any other person/fraud.....         1996      275,000      300,000
                                          For natural person/substantial          1996      110,000      120,000
                                           losses or risk of losses to
                                           others.
                                          For any other person/                   1996      550,000      600,000
                                           substantial losses or risk of
                                           losses to others.
    15 USC 78ff(b)......................  Exchange Act/failure to file            1996          110          110
                                           information documents, reports.
    15 USC 78ff(c)(1)(B)................  Foreign Corrupt Practices--any          1996       11,000       11,000
                                           issuer.
    15 USC 78ff(c)(2)(C)................  Foreign Corrupt Practices--any          1996       11,000       11,000
                                           agent or stockholder acting on
                                           behalf of issuer.
    15 USC 78u-1(a)(3)..................  Insider Trading--controlling            1996    1,100,000    1,200,000
                                           person.
    15 USC 78u-2........................  For natural person.............         1996        5,500        6,500
                                          For any other person...........         1996       55,000       60,000
                                          For natural person/fraud.......         1996       55,000       60,000
                                          For any other person/fraud.....         1996      275,000      300,000
                                          For natural person/substantial          1996      110,000      120,000
                                           losses to others/gains to self.
                                          For any other person/                   1996      550,000      600,000
                                           substantial losses to others/
                                           gain to self.
    15 USC 78u(d)(3)....................  For natural person.............         1996        5,500        6,500
                                          For any other person...........         1996       55,000       60,000
                                          For natural person/fraud.......         1996       55,000       60,000
                                          For any other person/fraud.....         1996      275,000      300,000
                                          For natural person/substantial          1996      110,000      120,000
                                           losses or risk of losses to
                                           others.
                                          For any other person/                   1996      550,000      600,000
                                           substantial losses or risk of
                                           losses to others.

[[Page 198]]

 
    15 USC 80a-9(d).....................  For natural person.............         1996        5,500       $6,500
                                          For any other person...........         1996       55,000       60,000
                                          For natural person/fraud.......         1996       55,000       60,000
                                          For any other person/fraud.....         1996      275,000      300,000
                                          For natural person/substantial          1996      110,000      120,000
                                           losses to others/gains to self.
                                          For any other person/                   1996      550,000      600,000
                                           substantial losses to others/
                                           gain to self.
    15 USC 80a-41(e)....................  For natural person.............         1996        5,500        6,500
                                          For any other person...........         1996       55,000       60,000
                                          For natural person/fraud.......         1996       55,000       60,000
                                          For any other person/fraud.....         1996      275,000      300,000
                                          For natural person/substantial          1996      110,000      120,000
                                           losses or risk of losses to
                                           others.
                                          For any other person/                   1996      550,000      600,000
                                           substantial losses or risk of
                                           losses to others.
    15 USC 80b-3(i).....................  For natural person.............         1996        5,500        6,500
                                          For any other person...........         1996       55,000       60,000
                                          For natural person/fraud.......         1996       55,000       60,000
                                          For any other person/fraud.....         1996      275,000      300,000
                                          For natural person/substantial          1996      110,000      120,000
                                           losses to others/gains to self.
                                          For any other person/                   1996      550,000      600,000
                                           substantial losses to others/
                                           gain to self.
    15 USC 80b-9(e).....................  For natural person.............         1996        5,500        6,500
                                          For any other person...........         1996       55,000       60,000
                                          For natural person/fraud.......         1996       55,000       60,000
                                          For any other person/fraud.....         1996      275,000      300,000
                                          For natural person/substantial          1996      110,000      120,000
                                           losses or risk of losses to
                                           others.
                                          For any other person/                   1996      550,000      600,000
                                           substantial losses or risk of
                                           losses to others.
----------------------------------------------------------------------------------------------------------------


[66 FR 8762, Feb. 2, 2001]



Sec.  201.1003  Adjustment of civil monetary penalties--2005.

    As required by the Debt Collection Improvement Act of 1996, the 
maximum amounts of all civil monetary penalties under the Securities Act 
of 1933, the Securities Exchange Act of 1934, the Investment Company Act 
of 1940, the Investment Advisers Act of 1940, and certain penalties 
under the Sarbanes-Oxley Act of 2002 are adjusted for inflation in 
accordance with Table III to this subpart. The adjustments set forth in 
Table III apply to violations occurring after February 14, 2005.

[70 FR 7607, Feb. 14, 2005]



    Sec. Table III to Subpart E of Part 201--Civil Monetary Penalty 
                          Inflation Adjustments

----------------------------------------------------------------------------------------------------------------
                                                                                          Maximum
                                                                               Year       penalty      Adjusted
                                               Civil monetary penalty        penalty       amount      maximum
           U.S. Code citation                       description             amount was  pursuant to    penalty
                                                                               last         last        amount
                                                                             adjusted    adjustment
----------------------------------------------------------------------------------------------------------------
                                       Securities and Exchange Commission
----------------------------------------------------------------------------------------------------------------
15 U.S.C. 77t(d)........................  For natural person.............         2001       $6,500       $6,500
                                          For any other person...........         2001       60,000       65,000
                                          For natural person/fraud.......         2001       60,000       65,000
                                          For any other person/fraud.....         2001      300,000      325,000
                                          For natural person/substantial          2001      120,000      130,000
                                           losses or risk of losses to
                                           others.
                                          For any other person/                   2001      600,000      650,000
                                           substantial losses or risk of
                                           losses to others.

[[Page 199]]

 
15 U.S.C. 78ff(b).......................  Exchange Act/failure to file            1996          110          110
                                           information documents, reports.
15 U.S.C. 78ff(c)(1)(B).................  Foreign Corrupt Practices--any          1996       11,000       11,000
                                           issuer.
15 U.S.C. 78ff(c)(2)(C).................  Foreign Corrupt Practices--any          1996       11,000       11,000
                                           agent or stockholder acting on
                                           behalf of issuer.
15 U.S.C. 78u-1(a)(3)...................  Insider Trading--controlling            2001    1,200,000    1,275,000
                                           person.
15 U.S.C. 78u-2.........................  For natural person.............         2001        6,500        6,500
                                          For any other person...........         2001       60,000       65,000
                                          For natural person/fraud.......         2001       60,000       65,000
                                          For any other person/fraud.....         2001      300,000      325,000
                                          For natural person/substantial          2001      120,000      130,000
                                           losses to others/gains to self.
                                          For any other person/                   2001      600,000      650,000
                                           substantial losses to others/
                                           gain to self.
15 U.S.C. 78u(d)(3).....................  For natural person.............         2001        6,500        6,500
                                          For any other person...........         2001       60,000       65,000
                                          For natural person/fraud.......         2001       60,000       65,000
                                          For any other person/fraud.....         2001      300,000      325,000
                                          For natural person/substantial          2001      120,000      130,000
                                           losses or risk of losses to
                                           others.
                                          For any other person/                   2001      600,000      650,000
                                           substantial losses or risk of
                                           losses to others.
15 U.S.C. 80a-9(d)......................  For natural person.............         2001        6,500        6,500
                                          For any other person...........         2001       60,000       65,000
                                          For natural person/fraud.......         2001       60,000       65,000
                                          For any other person/fraud.....         2001      300,000      325,000
                                          For natural person/substantial          2001      120,000      130,000
                                           losses to others/gains to self.
                                          For any other person/                   2001      600,000      650,000
                                           substantial losses to others/
                                           gain to self.
15 U.S.C. 80a-41(e).....................  For natural person.............         2001        6,500        6,500
                                          For any other person...........         2001       60,000       65,000
                                          For natural person/fraud.......         2001       60,000       65,000
                                          For any other person/fraud.....         2001      300,000      325,000
                                          For natural person/substantial          2001      120,000      130,000
                                           losses or risk of losses to
                                           others.
                                          For any other person/                   2001      600,000      650,000
                                           substantial losses or risk of
                                           losses to others.
15 U.S.C. 80b-3(i)......................  For natural person.............         2001        6,500        6,500
                                          For any other person...........         2001       60,000       65,000
                                          For natural person/fraud.......         2001       60,000       65,000
                                          For any other person/fraud.....         2001      300,000      325,000
                                          For natural person/substantial          2001      120,000      130,000
                                           losses to others/gains to self.
                                          For any other person/                   2001      600,000      650,000
                                           substantial losses to others /
                                           gain to self.
15 U.S.C. 80b-9(e)......................  For natural person.............         2001        6,500        6,500
                                          For any other person...........         2001       60,000       65,000
                                          For natural person/fraud.......         2001       60,000       65,000
                                          For any other person/fraud.....         2001      300,000      325,000
                                          For natural person/substantial          2001      120,000      130,000
                                           losses or risk of losses to
                                           others.
                                          For any other person/                   2001      600,000      650,000
                                           substantial losses or risk of
                                           losses to others.
15 U.S.C. 7215(c)(4)(D)(i)..............  For natural person.............         2002      100,000      110,000
                                          For any other person...........         2002    2,000,000    2,100,000
15 U.S.C. 7215(c)(4)(D)(ii).............  For natural person.............         2002      750,000      800,000
                                          For any other person...........         2002   15,000,000   15,825,000
----------------------------------------------------------------------------------------------------------------


[70 FR 7607, Feb. 14, 2005]



Sec.  201.1004  Adjustment of civil monetary penalties--2009.

    As required by the Debt Collection Improvement Act of 1996, the 
maximum amounts of all civil monetary penalties under the Securities Act 
of 1933, the Securities Exchange Act of 1934, the Investment Company Act 
of 1940, the Investment Advisers Act of 1940, and certain penalties 
under the Sarbanes-Oxley Act of 2002 are adjusted for inflation in 
accordance with Table

[[Page 200]]

IV to this subpart. The adjustments set forth in Table IV apply to 
violations occurring after March 3, 2009.

[74 FR 9160, Mar. 3, 2009]



Sec. Table IV to Subpart E of Part 201--Civil Monetary Penalty Inflation 
                               Adjustments

----------------------------------------------------------------------------------------------------------------
          Table IV to Subpart E                Civil monetary penalty                     Maximum
-----------------------------------------      inflation adjustments           Year       penalty      Adjusted
                                         ---------------------------------   penalty       amount      maximum
                                                                            amount was  pursuant to    penalty
           U.S. Code citation                  Civil monetary penalty          last         last        amount
                                                    description              adjusted    adjustment
----------------------------------------------------------------------------------------------------------------
Securities and Exchange Commission:       ...............................  ...........  ...........  ...........
    15 U.S.C. 77t(d)....................  For natural person.............         2001       $6,500       $7,500
                                          For any other person...........         2005       65,000       75,000
                                          For natural person/fraud.......         2005       65,000       75,000
                                          For any other person/fraud.....         2005      325,000      375,000
                                          For natural person/substantial          2005      130,000      150,000
                                           losses or risk of losses to
                                           others.
                                          For any other person/                   2005      650,000      725,000
                                           substantial losses or risk of
                                           losses to others.
    15 U.S.C. 78ff(b)...................  Exchange Act/failure to file            1996          110          110
                                           information documents, reports.
    15 U.S.C. 78ff(c)(1)(B).............  Foreign Corrupt Practices--any          1996       11,000       16,000
                                           issuer.
    15 U.S.C. 78ff(c)(2)(C).............  Foreign Corrupt Practices--any          1996       11,000       16,000
                                           agent or stockholder acting on
                                           behalf of issuer.
    15 U.S.C. 78u-1(a)(3)...............  Insider Trading--controlling            2005    1,275,000    1,425,000
                                           person.
    15 U.S.C. 78u-2.....................  For natural person.............         2001        6,500        7,500
                                          For any other person...........         2005       65,000       75,000
                                          For natural person/fraud.......         2005       65,000       75,000
                                          For any other person/fraud.....         2005      325,000      375,000
                                          For natural person/substantial          2005      130,000      150,000
                                           losses to others/gains to self.
                                          For any other person/                   2005      650,000      725,000
                                           substantial losses to others/
                                           gain to self.
    15 U.S.C. 78u(d)(3).................  For natural person.............         2001        6,500        7,500
                                          For any other person...........         2005       65,000       75,000
                                          For natural person/fraud.......         2005       65,000       75,000
                                          For any other person/fraud.....         2005      325,000      375,000
                                          For natural person/substantial          2005      130,000      150,000
                                           losses or risk of losses to
                                           others.
                                          For any other person/                   2005      650,000      725,000
                                           substantial losses or risk of
                                           losses to others.
    15 U.S.C. 80a-9(d)..................  For natural person.............         2001        6,500        7,500
                                          For any other person...........         2005       65,000       75,000
                                          For natural person/fraud.......         2005       65,000       75,000
                                          For any other person/fraud.....         2005      325,000      375,000
                                          For natural person/substantial          2005      130,000      150,000
                                           losses to others/gains to self.
                                          For any other person/                   2005      650,000      725,000
                                           substantial losses to others/
                                           gain to self.
    15 U.S.C. 80a-41(e).................  For natural person.............         2001        6,500        7,500
                                          For any other person...........         2005       65,000       75,000
                                          For natural person/fraud.......         2005       65,000       75,000
                                          For any other person/fraud.....         2005      325,000      375,000
                                          For natural person/substantial          2005      130,000      150,000
                                           losses or risk of losses to
                                           others.
                                          For any other person/                   2005      650,000      725,000
                                           substantial losses or risk of
                                           losses to others.
    15 U.S.C. 80b-3(i)..................  For natural person.............         2001        6,500        7,500
                                          For any other person...........         2005       65,000       75,000
                                          For natural person/fraud.......         2005       65,000       75,000
                                          For any other person/fraud.....         2005      325,000      375,000
                                          For natural person/substantial          2005      130,000      150,000
                                           losses to others/gains to self.
                                          For any other person/                   2005      650,000      725,000
                                           substantial losses to others/
                                           gain to self.
    15 U.S.C. 80b-9(e)..................  For natural person.............         2001        6,500        7,500
                                          For any other person...........         2005       65,000       75,000

[[Page 201]]

 
                                          For natural person/fraud.......         2005       65,000       75,000
                                          For any other person/fraud.....         2005      325,000      375,000
                                          For natural person/substantial          2005      130,000      150,000
                                           losses or risk of losses to
                                           others.
                                          For any other person/                   2005      650,000      725,000
                                           substantial losses or risk of
                                           losses to others.
    15 U.S.C. 7215(c)(4)(D)(i)..........  For natural person.............         2005      110,000      120,000
                                          For any other person...........         2005    2,100,000    2,375,000
    15 U.S.C. 7215(c)(4)(D)(ii).........  For natural person.............         2005      800,000      900,000
                                          For any other person...........         2005   15,825,000   17,800,000
----------------------------------------------------------------------------------------------------------------


[74 FR 9160, Mar. 3, 2009]



               Subpart F_Fair Fund and Disgorgement Plans

    Authority: 15 U.S.C. 77h-1, 77s, 77u, 78c(b), 78d-1, 78d-2, 78u-2, 
78u-3, 78v, 78w, 80a-9, 80a-37, 80a-39, 80a-40, 80b-3, 80b-11, 80b-12, 
and 7246.

    Source: 69 FR 13180, Mar. 19, 2004, unless otherwise noted.



Sec.  201.1100  Creation of Fair Fund.

    In any agency process initiated by an order instituting proceedings 
in which the Commission or the hearing officer issues an order requiring 
the payment of disgorgement by a respondent and also assessing a civil 
money penalty against that respondent, the Commission or the hearing 
officer may order that the amount of disgorgement and of the civil 
penalty, together with any funds received pursuant to 15 U.S.C. 7246(b), 
be used to create a fund for the benefit of investors who were harmed by 
the violation.

[70 FR 72570, Dec. 5, 2005]



Sec.  201.1101  Submission of plan of distribution; contents of plan.

    (a) Submission. The Commission or the hearing officer may, at any 
time, order any party to submit a plan for the administration and 
distribution of funds in a Fair Fund or disgorgement fund. Unless 
ordered otherwise, the Division of Enforcement shall submit a proposed 
plan no later than 60 days after the respondent has turned over the 
funds or other assets pursuant to the Commission's order imposing 
disgorgement and, if applicable, a civil money penalty and any appeals 
of the Commission's order have been waived or completed, or appeal is no 
longer available.
    (b) Contents of plan. Unless otherwise ordered, a plan for the 
administration of a Fair Fund or a disgorgement fund shall include the 
following elements:
    (1) Procedures for the receipt of additional funds, including the 
specification of any account where funds will be held, the instruments 
in which the funds may be invested; and, in the case of a Fair Fund, the 
receipt of any funds pursuant to 15 U.S.C. 7246(b), if applicable;
    (2) Specification of categories of persons potentially eligible to 
receive proceeds from the fund;
    (3) Procedures for providing notice to such persons of the existence 
of the fund and their potential eligibility to receive proceeds of the 
fund;
    (4) Procedures for making and approving claims, procedures for 
handling disputed claims, and a cut-off date for the making of claims;
    (5) A proposed date for the termination of the fund, including 
provision for the disposition of any funds not otherwise distributed;
    (6) Procedures for the administration of the fund, including 
selection, compensation, and, as necessary, indemnification of a fund 
administrator to oversee the fund, process claims, prepare accountings, 
file tax returns, and, subject to the approval of the Commission, make 
distributions from the fund to investors who were harmed by the 
violation; and

[[Page 202]]

    (7) Such other provisions as the Commission or the hearing officer 
may require.



Sec.  201.1102  Provisions for payment.

    (a) Payment to registry of the court or court-appointed receiver. 
Subject to such conditions as the Commission or the hearing officer 
shall deem appropriate, a plan for the administration of a Fair Fund or 
a disgorgement fund may provide for payment of funds into a court 
registry or to a court-appointed receiver in any case pending in federal 
or state court against a respondent or any other person based upon a 
complaint alleging violations arising from the same or substantially 
similar facts as those alleged in the Commission's order instituting 
proceedings.
    (b) Payment to the United States Treasury under certain 
circumstances. When, in the opinion of the Commission or the hearing 
officer, the cost of administering a plan of disgorgement relative to 
the value of the available disgorgement funds and the number of 
potential claimants would not justify distribution of the disgorgement 
funds to injured investors, the plan may provide that the disgorgement 
funds and any civil penalty shall be paid directly to the general fund 
of the United States Treasury.



Sec.  201.1103  Notice of proposed plan and opportunity for comment 
by non-parties.

    Notice of a proposed plan of disgorgement or a proposed Fair Fund 
plan shall be published in the SEC Docket, on the SEC website, and in 
such other publications as the Commission or the hearing officer may 
require. The notice shall specify how copies of the proposed plan may be 
obtained and shall state that persons desiring to comment on the 
proposed plan may submit their views, in writing, to the Commission.



Sec.  201.1104  Order approving, modifying, or disapproving proposed 
plan.

    At any time after 30 days following publication of notice of a 
proposed plan of disgorgement or of a proposed Fair Fund plan, the 
Commission shall, by order, approve, approve with modifications, or 
disapprove the proposed plan. In the discretion of the Commission, a 
proposed plan that is substantially modified prior to adoption may be 
republished for an additional comment period pursuant to Sec.  201.1103. 
The order approving or disapproving the plan should be entered within 30 
days after the end of the final period allowed for comments on the 
proposed plan unless the Commission or the hearing officer, by written 
order, allows a longer period for good cause shown.



Sec.  201.1105  Administration of plan.

    (a) Appointment and removal of administrator. The Commission or the 
hearing officer shall have discretion to appoint any person, including a 
Commission employee, as administrator of a plan of disgorgement or a 
Fair Fund plan and to delegate to that person responsibility for 
administering the plan. An administrator may be removed at any time by 
order of the Commission or hearing officer.
    (b) Assistance by respondent. A respondent may be required or 
permitted to administer or assist in administering a plan of 
disgorgement subject to such terms and conditions as the Commission or 
the hearing officer deems appropriate to ensure the proper distribution 
of the funds.
    (c) Administrator to post bond. If the administrator is not a 
Commission employee, the administrator shall be required to obtain a 
bond in the manner prescribed in 11 U.S.C. 322, in an amount to be 
approved by the Commission. The cost of the bond may be paid for as a 
cost of administration. The Commission may waive posting of a bond for 
good cause shown.
    (d) Administrator's fees. If the administrator is a Commission 
employee, no fee shall be paid to the administrator for his or her 
services. If the administrator is not a Commission employee, the 
administrator may file an application for fees for completed services, 
and upon approval by the Commission or a hearing officer, may be paid a 
reasonable fee for those services. Any objections thereto shall be filed 
within 21 days of service of the application on the parties.
    (e) Source of funds. Unless otherwise ordered, fees and other 
expenses of administering the plan shall be paid first

[[Page 203]]

from the interest earned on the funds, and if the interest is not 
sufficient, then from the corpus.
    (f) Accountings. During the first 10 days of each calendar quarter, 
or as otherwise directed by the Commission or the hearing officer, the 
administrator shall file an accounting of all monies earned or received 
and all monies spent in connection with the administration of the plan 
of disgorgement. A final accounting shall be submitted for approval of 
the Commission or hearing officer prior to discharge of the 
administrator and cancellation of the administrator's bond, if any.
    (g) Amendment. A plan may be amended upon motion by any party or by 
the plan administrator or upon the Commission's or the hearing officer's 
own motion.



Sec.  201.1106  Right to challenge.

    Other than in connection with the opportunity to submit comments as 
provided in Sec.  201.1103, no person shall be granted leave to 
intervene or to participate or otherwise to appear in any agency 
proceeding or otherwise to challenge an order of disgorgement or 
creation of a Fair Fund; or an order approving, approving with 
modifications, or disapproving a plan of disgorgement or a Fair Fund 
plan; or any determination relating to a plan based solely upon that 
person's eligibility or potential eligibility to participate in a fund 
or based upon any private right of action such person may have against 
any person who is also a respondent in the proceeding.



PART 202_INFORMAL AND OTHER PROCEDURES--Table of Contents




Sec.
202.1 General.
202.2 Pre-filing assistance and interpretative advice.
202.3 Processing of filings.
202.3a Instructions for filing fees.
202.4 Facilitating administrative hearings.
202.5 Enforcement activities.
202.6 Adoption, revision and rescission of rules and regulations of 
          general application.
202.7 Submittals.
202.8 Small entity compliance guides.
202.9 Small entity enforcement penalty reduction policy.
202.10 Policy statement of the Securities and Exchange Commission 
          concerning subpoenas to members of the news media.
202.11 Public Company Accounting Oversight Board budget approval 
          process.
202.12 Policy statement concerning cooperation by individuals in its 
          investigations and related enforcement actions.

    Authority: 15 U.S.C. 77s, 77t, 77sss, 77uuu, 78d-1, 78u, 78w, 
78ll(d), 80a-37, 80a-41, 80b-9, 80b-11, 7202 and 7211 et seq., unless 
otherwise noted.
    Section 202.5 is also issued under sec. 20, 48 Stat. 86, sec. 21, 48 
Stat. 899, sec. 18, 49 Stat. 831, sec. 321, 53 Stat. 1174, sec. 1, 76 
Stat. 394, 15 U.S.C. 77t, 77uuu, 78d-1, 78u, 80a-4l, and 80b-9.
    Section 202.9 is also issued under sec. 223, 110 Stat. 859 (Mar. 29, 
1996).

    Source: 25 FR 6736, July 15, 1960, unless otherwise noted.



Sec.  202.1  General.

    (a) The statutes administered by the Commission provide generally 
(1) for the filing with it of certain statements, such as registration 
statements, periodic and ownership reports, and proxy solicitation 
material, and for the filing of certain plans of reorganization, 
applications and declarations seeking Commission approvals; (2) for 
Commission determination through formal procedures of matters initiated 
by private parties or by the Commission; (3) for the investigation and 
examination of persons and records where necessary to carry out the 
purposes of the statutes and for enforcement of statutory provisions; 
and (4) for the adoption of rules and regulations where necessary to 
effectuate the purposes of the statutes.
    (b) In addition to the Commission's rules of practice set forth in 
part 201 of this chapter, the Commission has promulgated rules and 
regulations pursuant to the several statutes it administers (parts 230, 
240, 250, 260, 270 and 275 of this chapter). These parts contain 
substantive provisions and include as well numerous provisions detailing 
the procedure for meeting specific standards embodied in the statutes. 
The Commission's rules and regulations under each of the statutes are 
available in pamphlet form upon request to the Superintendent of 
Documents, U.S. Government Printing Office, Washington, DC 20402.

[[Page 204]]

    (c) The statutes and the published rules, regulations and forms 
thereunder prescribe the course and method of formal procedures to be 
followed in Commission proceedings. These are supplemented where 
feasible by certain informal procedures designed to aid the public and 
facilitate the execution of the Commission's functions. There follows a 
brief description of procedures generally followed by the Commission 
which have not been formalized in rules.
    (d) The informal procedures of the Commission are largely concerned 
with the rendering of advice and assistance by the Commission's staff to 
members of the public dealing with the Commission. While opinions 
expressed by members of the staff do not constitute an official 
expression of the Commission's views, they represent the views of 
persons who are continuously working with the provisions of the statute 
involved. And any statement by the director, associate director, 
assistant director, chief accountant, chief counsel, or chief financial 
analyst of a division can be relied upon as representing the views of 
that division. In certain instances an informal statement of the views 
of the Commission may be obtained. The staff, upon request or on its own 
motion, will generally present questions to the Commission which involve 
matters of substantial importance and where the issues are novel or 
highly complex, although the granting of a request for an informal 
statement by the Commission is entirely within its discretion.



Sec.  202.2  Pre-filing assistance and interpretative advice.

    The staff of the Commission renders interpretative and advisory 
assistance to members of the general public, prospective registrants, 
applicants and declarants. For example, persons having a question 
regarding the availability of an exemption may secure informal 
administrative interpretations of the applicable statute or rule as they 
relate to the particular facts and circumstances presented. Similarly, 
persons contemplating filings with the Commission may receive advice of 
a general nature as to the preparation thereof, including information as 
to the forms to be used and the scope of the items contained in the 
forms. Inquiries may be directed to an appropriate officer of the 
Commission's staff. In addition, informal discussions with members of 
the staff may be arranged whenever feasible, at the Commission's central 
office or, except in connection with matters under the Public Utility 
Holding Company Act of 1935 and certain matters under the Investment 
Company Act of 1940, at one of its regional offices.

[25 FR 6736, July 15, 1960, as amended at 59 FR 5945, Feb. 9, 1994; 73 
FR 32227, June 5, 2008]



Sec.  202.3  Processing of filings.

    (a) Registration statements, proxy statements, letters of 
notification, periodic reports, applications for qualification of 
indentures, and similar documents filed with the Commission under the 
Securities Act of 1933 and the Trust Indenture Act of 1939, and certain 
filings under the Securities Exchange Act of 1934 and the Public Utility 
Holding Company Act of 1935 are routed to the Division of Corporation 
Finance, which passes initially on the adequacy of disclosure and 
recommends the initial action to be taken. If the filing appears to 
afford inadequate disclosure, as for example through omission of 
material information or through violation of accepted accounting 
principles and practices, the usual practice is to bring the deficiency 
to the attention of the person who filed the document by letter from the 
Assistant Director assigned supervision over the particular filing, and 
to afford a reasonable opportunity to discuss the matter and make the 
necessary corrections. This informal procedure is not generally employed 
when the deficiencies appear to stem from careless disregard of the 
statutes and rules or a deliberate attempt to conceal or mislead or 
where the Commission deems formal proceedings necessary in the public 
interest. If an electronic filing is not prepared in accordance with the 
requirements of the current EDGAR Filer Manual, the filing may be 
suspended and the filer so notified. Reasonable opportunity will be 
afforded the filer to make the necessary corrections or resubmit the 
filing as needed. Where it appears that the filing

[[Page 205]]

affords adequate disclosure, acceleration of its effectiveness when 
appropriate normally will be granted. A similar procedure is followed 
with respect to filings under the Investment Company Act of 1940 and 
certain filings relating to investment companies under the Securities 
Act of 1933, the Securities Exchange Act of 1934, and the Trust 
Indenture Act of 1939, which are routed to the Division of Investment 
Management, and filings under the Public Utility Holding Company Act of 
1935 which are also routed to the Division of Investment Management. A 
similar procedure is also followed in the Commission's Regional Offices 
with respect to registration statements on Forms SB-1 and SB-2 (17 CFR 
239.9 and 239.10) and related filings under the Trust Indenture Act of 
1939.
    (b)(1) Applications for registration as brokers, dealers, investment 
advisers, municipal securities dealers and transfer agents are submitted 
to the Office of Filings and Information Services where they are 
examined to determine whether all necessary information has been 
supplied and whether all required financial statements and other 
documents have been furnished in proper form. Defective applications may 
be returned with a request for correction or held until corrected before 
being accepted as a filing. The files of the Commission and other 
sources of information are considered to determine whether any person 
connected with the applicant appears to have engaged in activities which 
would warrant commencement of proceedings on the question of denial of 
registration. The staff confers with applicants and makes suggestions in 
appropriate cases for amendments and supplemental information. Where it 
appears appropriate in the public interest and where a basis therefore 
exists, denial proceedings may be instituted. Within 45 days of the date 
of the filing of a broker-dealer, investment adviser or municipal 
securities dealer application (or within such longer period as to which 
the applicant consents), the Commission shall by order grant 
registration or institute proceedings to determine whether registration 
should be denied. An application for registration as a transfer agent 
shall become effective within 30 days after receipt of the application 
(or within such shorter period as the Commission may determine). The 
Office of Filings and Information Services is also responsible for the 
processing and substantive examination of statements of beneficial 
ownership of securities and changes in such ownership filed under the 
Securities Exchange Act of 1934, the Public Utility Holding Company Act 
of 1935, and the Investment Company Act of 1940, and for the examination 
of reports filed pursuant to Sec.  230.144 of this chapter.
    (2) Applications for registration as national securities exchanges, 
or exemption from registration as exchanges by reason of such exchanges' 
limited volume of transactions filed with the Commission are routed to 
the Division of Market Regulation, which examines these applications to 
determine whether all necessary information has been supplied and 
whether all required financial statements and other documents have been 
furnished in proper form. Defective applications may be returned with a 
request for correction or held until corrected before being accepted as 
a filing. The files of the Commission and other sources of information 
are considered to determine whether any person connected with the 
applicant appears to have engaged in activities which would warrant 
commencement of proceedings on the question of denial of registration. 
The staff confers with applicants and makes suggestions in appropriate 
cases for amendments and supplemental information. Where it appears 
appropriate in the public interest and where a basis therefore exists, 
denial proceedings may be instituted. Within 90 days of the date of 
publication of a notice of the filing of an application for registration 
as a national securities exchange, or exemption from registration by 
reason of such exchanges' limited volume of transactions (or within such 
longer period as to which the applicant consents), the Commission shall 
by order grant registration, or institute proceedings to determine 
whether registration should be denied as provided in Sec.  240.19(a)(1) 
of this chapter.
    (3) Notice forms for registration as national securities exchanges 
pursuant

[[Page 206]]

to Section 6(g)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 
78f(g)(1)) filed with the Commission are routed to the Division of 
Market Regulation, which examines these notices to determine whether all 
necessary information has been supplied and whether all other required 
documents have been furnished in proper form. Defective notices may be 
returned with a request for correction or held until corrected before 
being accepted as a filing.

[41 FR 44699, Oct. 12, 1976, as amended at 44 FR 21567, Apr. 10, 1979; 
49 FR 12686, Mar. 30, 1984; 57 FR 18216, Apr. 29, 1992; 58 FR 15004, 
Mar. 18, 1993; 59 FR 5945, Feb. 9, 1994; 63 FR 70916, Dec. 22, 1998; 64 
FR 19451, April 21, 1999; 66 FR 43741, Aug. 20, 2001]



Sec.  202.3a  Instructions for filing fees.

    (a) General instructions for remittance of filing fees. Payment of 
filing fees specified by the following sections shall be made according 
to the directions listed in this section: Sec.  230.111 of this chapter, 
Sec.  240.0-9 of this chapter, and Sec.  270.0-8 of this chapter. All 
such fees are to be paid through the U.S. Treasury designated lockbox 
depository and may be paid by wire transfer, certified check, bank 
cashier's check, United States postal money order, or bank money order 
pursuant to the specific instructions set forth in paragraph (b) of this 
section. Personal checks will not be accepted for payment of fees. To 
ensure proper posting, all filers must include their Commission-assigned 
Central Index Key (CIK) number (also known as the Commission-assigned 
registrant or payor account number) on fee payments. If a third party 
submits a fee payment, the fee payment must specify the account number 
to which the fee is to be applied.
    (b) Instructions for payment of filing fees. Except as provided in 
paragraph (c) of this section, these instructions provide direction for 
remitting fees specified in paragraph (a) of this section. You may 
contact the Fee Account Services Branch in the Office of Financial 
Management at (202) 551-8989 for additional information if you have 
questions.
    (1) Instructions for payment of fees by wire transfer (FEDWIRE). 
U.S. Bank, N.A. in St. Louis, Missouri is the U.S. Treasury designated 
lockbox depository and financial agent for Commission filing fee 
payments. The hours of operation at U.S. Bank are 8:30 a.m. to 6 p.m. 
Eastern time for wire transfers. Any bank or wire transfer service may 
initiate wire transfers of filing fee payments through the FEDWIRE 
system to U.S. Bank. A filing entity does not need to establish an 
account at U.S. Bank in order to remit filing fee payments.
    (i) To ensure proper credit and prompt filing acceptance, in all 
wire transfers of filing fees to the Commission, you must include:
    (A) The Commission's account number at U.S. Bank (152307768324); and
    (B) The payor's CIK number.
    (ii) You may refer to the examples found on the Commission's Web 
site at http://www.sec.gov for the proper format.
    (2) Instructions for payment of fees by check or money order. To 
remit a filing fee payment by check (certified or bank cashier's check) 
or money order (United States postal or bank money order), you must make 
it payable to the Securities and Exchange Commission, omitting the name 
or title of any official of the Commission. On the front of the check or 
money order, you must include the Commission's account number 
(152307768324) and CIK number of the account to which the fee is to be 
applied. U.S. Bank does not accept walk-in deliveries by individuals. 
You must mail checks or money orders to the following U.S. Bank 
addresses:
    (i) Remittances through the U.S. Postal Service must be sent to the 
following address: Securities and Exchange Commission, P.O. Box 979081, 
St. Louis, MO 63197-9000.
    (ii) The following address can be used for remittances through other 
common carriers: U.S. Bank, Government Lockbox 979081, 1005 Convention 
Plaza, SL-MO-C2-GL, St. Louis, MO 63101.

    Note to paragraph (b). Wire transfers are not instantaneous. The 
time required to process a wire transfer through the FEDWIRE system, 
from origination to receipt by U.S. Bank, varies substantially. 
Specified filings, such as registration statements pursuant to section 
6(b) of the Securities Act of 1933 that provide for the registration of 
securities and mandate the receipt of the appropriate fee payment upon 
filing, and

[[Page 207]]

transactional filings pursuant to the Securities Exchange Act of 1934, 
such as many proxy statements involving extraordinary business 
transactions, will not be accepted if sufficient funds have not been 
received by the Commission at the time of filing. You should obtain from 
your bank or wire transfer service the reference number of the wire 
transfer. Having this number can greatly facilitate tracing the funds if 
any problems occur. If a wire transfer of filing fees does not contain 
the required information in the proper format, the Commission may not be 
able to identify the payor and the acceptance of filings may be delayed. 
To ensure proper credit, you must provide all required information to 
the sending bank or wire transfer service. Commission data must be 
inserted in the proper fields. The most critical data are the 
Commission's account number at U.S. Bank and the Commission-assigned 
account number identified as the CIK number.

    (c) Special instructions for Sec. Sec.  230.462(b) and 230.110(d) of 
this chapter. Notwithstanding paragraphs (a) and (b) of this section, 
for registration statements filed pursuant to Sec. Sec.  230.462(b) and 
Sec.  230.110(d) of this chapter, payment of filing fees for the 
purposes of this section may be made by:
    (1) The registrant or its agent instructing its bank or a wire 
transfer service to transmit to the Commission the applicable filing fee 
by a wire transfer of such amount from the issuer's account or its 
agent's account to the U.S. Treasury designated lockbox depository as 
soon as practicable, but no later than the close of the next business 
day following the filing of the registration statement; and
    (2) The registrant submitting with the registration statement at the 
time of filing a certification that:
    (i) The registrant or its agent has so instructed its bank or a wire 
transfer service;
    (ii) The registrant or its agent will not revoke such instructions; 
and
    (iii) The registrant or its agent has sufficient funds in such 
account to cover the amount of such filing fee.

    Note to paragraph (c). Such instructions may be sent on the date of 
filing the registration statement after the close of business of such 
bank or wire transfer service, provided that the registrant undertakes 
in the certification sent to the Commission with the registration 
statement that it will confirm receipt of such instructions by the bank 
or wire transfer service during regular business hours on the following 
business day.

    (d) Filing fee accounts. A filing fee account is maintained for each 
filer who submits a filing requiring a fee on the Commission's EDGAR 
system or who submits funds to the U.S. Treasury designated depository 
in anticipation of paying a filing fee. Account statements are regularly 
prepared and provided to account holders. Account holders must maintain 
a current account address with the Commission to ensure timely access to 
these statements.

    Note to paragraph (d). The deposit of money into a filing fee 
account does not constitute payment of a filing fee. Payment of the 
filing fee occurs at the time the filing is made, commensurate with the 
drawing down of the balance of the fee account.

    (e) Return of funds from inactive accounts. Funds held in any filing 
fee account in which there has not been a deposit, withdrawal or other 
adjustment for more than 180 calendar days will be returned to the 
account holder, and account statements will not be sent again until a 
deposit, withdrawal or other adjustment is made with respect to the 
account. Filers must maintain a current account address to assure the 
timely return of funds. It may not be possible to return funds from 
inactive accounts if the Commission is unable to identify a current 
account address of an account holder after making reasonable efforts to 
do so.

    Note to paragraph (e). A company must update its account and other 
addresses using the EDGAR Web site. This method ensures data integrity 
and the timeliest update. Simply changing an address in the text of the 
cover page of a filing made on the EDGAR system will not be sufficient 
to update the Commission's account address records.

[73 FR 6013, Feb. 1, 2008]



Sec.  202.4  Facilitating administrative hearings.

    (a) Applications, declarations, and other requests involving formal 
Commission action after opportunity for hearing are scrutinized by the 
appropriate division for conformance with applicable statutory standards 
and Commission rules and generally the filing party is advised of 
deficiencies. Prior to passing upon applications and declarations the 
Commission receives the views of all interested persons at public 
hearings whenever appropriate;

[[Page 208]]

hence, any applicant or declarant seeking Commission approval of 
proposed transactions by a particular time should file his application 
or declaration in time to allow for the presentation and consideration 
of such views.
    (b) After the staff has had an opportunity to study an application 
or declaration, interested persons may informally discuss the problems 
therein raised to the extent that time and the nature of the case permit 
(e.g., consideration is usually given to whether the proceeding is 
contested and if so to the nature of the contest). In such event, the 
staff will, to the extent feasible, advise as to the nature of the 
issues raised by the filing, the necessity for any amendments to the 
documents filed, the type of evidence it believes should be presented at 
the hearing and, in some instances, the nature, form, and contents of 
documents to be submitted as formal exhibits. The staff will, in 
addition, generally advise as to Commission policy in past cases which 
dealt with the same subject matter as the filing under consideration.
    (c) During the course of the hearings, the staff is generally 
available for informal discussions to reconcile bona fide divergent 
views not only between itself and other persons interested in the 
proceedings, but among all interested persons; and, when circumstances 
permit, an attempt is made to narrow, if possible, the issues to be 
considered at the formal hearing.
    (d) In some instances the Commission in the order accompanying its 
findings and opinion reserves jurisdiction over certain matters relating 
to the proceeding, such as payment of fees and expenses, accounting 
entries, terms and conditions relating to securities to be issued, and 
other matters. In such cases, upon receipt of satisfactory information 
and data the Commission considers whether further hearing is required 
before releasing jurisdiction.



Sec.  202.5  Enforcement activities.

    (a) Where, from complaints received from members of the public, 
communications from Federal or State agencies, examination of filings 
made with the Commission, or otherwise, it appears that there may be 
violation of the acts administered by the Commission or the rules or 
regulations thereunder, a preliminary investigation is generally made. 
In such preliminary investigation no process is issued or testimony 
compelled. The Commission may, in its discretion, make such formal 
investigations and authorize the use of process as it deems necessary to 
determine whether any person has violated, is violating, or is about to 
violate any provision of the federal securities laws or the rules of a 
self-regulatory organization of which the person is a member or 
participant. Unless otherwise ordered by the Commission, the 
investigation or examination is non-public and the reports thereon are 
for staff and Commission use only.
    (b) After investigation or otherwise the Commission may in its 
discretion take one or more of the following actions: Institution of 
administrative proceedings looking to the imposition of remedial 
sanctions, initiation of injunctive proceedings in the courts, and, in 
the case of a willful violation, reference of the matter to the 
Department of Justice for criminal prosecution. The Commission may also, 
on some occasions, refer the matter to, or grant requests for access to 
its files made by, domestic and foreign governmental authorities or 
foreign securities authorities, self-regulatory organizations such as 
stock exchanges or the National Association of Securities Dealers, Inc., 
and other persons or entities.
    (c) Persons who become involved in preliminary or formal 
investigations may, on their own initiative, submit a written statement 
to the Commission setting forth their interests and position in regard 
to the subject matter of the investigation. Upon request, the staff, in 
its discretion, may advise such persons of the general nature of the 
investigation, including the indicated violations as they pertain to 
them, and the amount of time that may be available for preparing and 
submitting a statement prior to the presentation of a staff 
recommendation to the Commission for the commencement of an 
administrative or injunction proceeding. Submissions by interested 
persons should be forwarded to the appropriate Division Director or 
Regional

[[Page 209]]

Director with a copy to the staff members conducting the investigation 
and should be clearly referenced to the specific investigation to which 
they relate. In the event a recommendation for the commencement of an 
enforcement proceeding is presented by the staff, any submissions by 
interested persons will be forwarded to the Commission in conjunction 
with the staff memorandum.
    (d) In instances where the staff has concluded its investigation of 
a particular matter and has determined that it will not recommend the 
commencement of an enforcement proceeding against a person, the staff, 
in its discretion, may advise the party that its formal investigation 
has been terminated. Such advice if given must in no way be construed as 
indicating that the party has been exonerated or that no action may 
ultimately result from the staff's investigation of the particular 
matter.
    (e) The Commission has adopted the policy that in any civil lawsuit 
brought by it or in any administrative proceeding of an accusatory 
nature pending before it, it is important to avoid creating, or 
permitting to be created, an impression that a decree is being entered 
or a sanction imposed, when the conduct alleged did not, in fact, occur. 
Accordingly, it hereby announces its policy not to permit a defendant or 
respondent to consent to a judgment or order that imposes a sanction 
while denying the allegations in the complaint or order for proceedings. 
In this regard, the Commission believes that a refusal to admit the 
allegations is equivalent to a denial, unless the defendant or 
respondent states that he neither admits nor denies the allegations.
    (f) In the course of the Commission's investigations, civil 
lawsuits, and administrative proceedings, the staff, with appropriate 
authorization, may discuss with persons involved the disposition of such 
matters by consent, by settlement, or in some other manner. It is the 
policy of the Commission, however, that the disposition of any such 
matter may not, expressly or impliedly, extend to any criminal charges 
that have been, or may be, brought against any such person or any 
recommendation with respect thereto. Accordingly, any person involved in 
an enforcement matter before the Commission who consents, or agrees to 
consent, to any judgment or order does so solely for the purpose of 
resolving the claims against him in that investigative, civil, or 
administrative matter and not for the purpose of resolving any criminal 
charges that have been, or might be, brought against him. This policy 
reflects the fact that neither the Commission nor its staff has the 
authority or responsibility for instituting, conducting, settling, or 
otherwise disposing of criminal proceedings. That authority and 
responsibility are vested in the Attorney General and representatives of 
the Department of Justice.

[25 FR 6736, July 15, 1960, as amended at 37 FR 23829, Nov. 9, 1972; 37 
FR 25224, Nov. 29, 1972; 44 FR 50835, Aug. 30, 1979; 46 FR 47532, Sept. 
29, 1981; 47 FR 26822, June 22, 1982; 54 FR 24332, June 7, 1989; 59 FR 
5945, Feb. 9, 1994; 73 FR 32227, June 5, 2008]



Sec.  202.6  Adoption, revision, and rescission of rules and 
regulations of general application.

    (a) The procedure followed by the Commission in connection with the 
adoption, revision, and rescission of rules of general application 
necessarily varies in accordance with the nature of the rule, the extent 
of public interest therein, and the necessity for speed in its adoption. 
Rules relating to Commission organization, procedure and management, for 
example, are generally adopted by the Commission without affording 
public discussion thereof. On the other hand, in the adoption of 
substantive rules materially affecting an industry or a segment of the 
public, such as accounting rules, every feasible effort is made in 
advance of adoption to receive the views of persons to be affected. In 
such cases, proposals for the adoption, revision, or rescission of rules 
are initiated either by the Commission or by members of the public, and 
to the extent practicable, the practices set forth in paragraph (b) of 
this section are observed.
    (b) After preliminary consideration by the Commission a draft of the 
proposed rule is published in the Federal Register and mailed to 
interested persons (e.g., other interested regulatory

[[Page 210]]

bodies, principal registrants or persons to be affected, stock 
exchanges, professional societies and leading authorities on the subject 
concerned and other persons requesting such draft) for comments. Unless 
accorded confidential treatment pursuant to statute or rule of the 
Commission, written comments filed with the Commission on or before the 
closing date for comments become a part of the public record upon the 
proposed rule. The Commission, in its discretion, may accept and include 
in the public record written comments received by the Commission after 
the closing date.
    (c) Following analysis of comments received, the rule may be adopted 
in the form published or in a revised form in the light of such 
comments. In some cases, a revised draft is prepared and published and, 
where appropriate, an oral hearing may be held before final action upon 
the proposal. Any interested person may appear at the hearing and/or may 
submit written comment for consideration in accordance with the 
Commission's notice of the rulemaking procedure to be followed. The rule 
in the form in which it is adopted by the Commission is publicly 
released and is published in the Federal Register.

(Sec. 19(a), 48 Stat. 908; sec. 23(a), 48 Stat. 901; sec. 20(a), 49 
Stat. 833; sec. 319(a), 53 Stat. 1173; sec. 38(a), 54 Stat. 841; sec. 
211(a), 54 Stat. 855; (15 U.S.C. 77s(a), 78w(a), 78t(a), 77sss(a), 80a-
37(a), 80b-11(a))

[25 FR 6736, July 15, 1960, as amended at 44 FR 35208, June 19, 1979]



Sec.  202.7  Submittals.

    (a) All required statements, reports, applications, etc. must be 
filed with the principal office of the Commission unless otherwise 
specified in the Commission's rules, schedules and forms. Reports by 
exchange members, brokers and dealers required by Sec.  240.17a-5 of 
this chapter under the Securities Exchange Act of 1934 must be filed 
with the appropriate regional office as provided in Sec.  230.255(a) of 
this chapter under the Securities Act of 1933, and with the principal 
office of the Commission and the appropriate regional office as provided 
under Sec.  240.17a-5(a) et seq. of this chapter under the Securities 
Exchange Act of 1934.
    (b) Electronic filings. All documents required to be filed in 
electronic format with the Commission pursuant to the federal securities 
laws or the rules and regulations thereunder shall be filed at the 
principal office in Washington, DC via EDGAR by delivery to the 
Commission of a magnetic tape or diskette, or by direct transmission.

[41 FR 44699, Oct. 12, 1976, as amended at 58 FR 14659, Mar. 18, 1993; 
59 FR 5945, Feb. 9, 1994; 73 FR 32227, June 5, 2008]



Sec.  202.8  Small entity compliance guides.

    The following small entity compliance guides are available to the 
public from the Commission's Publications Room and regional offices:
    (a) Q & A: Small Business and the SEC. \1\
---------------------------------------------------------------------------

    \1\ These items are also available on the Securities and Exchange 
Commission Web site on the Internet, http://www.sec.gov.
---------------------------------------------------------------------------

    (b) The Work of the SEC. \1\
    (c) Broker-Dealer Registration Package.
    (d) Investment Adviser Registration Package.
    (e) Investment Company Registration Package.
    (f) Examination Information for Broker-Dealers, Transfer Agents, 
Investment Advisers and Investment Companies.

[62 FR 4105, Jan. 28, 1997]



Sec.  202.9  Small entity enforcement penalty reduction policy.

    The Commission's policy with respect to whether to reduce or assess 
civil money penalties against a small entity is:
    (a) The Commission will consider on a case-by-case basis whether to 
reduce or not assess civil money penalties against a small entity. In 
determining whether to reduce or not assess penalties against a specific 
small entity, the following considerations will apply:
    (1) Except as provided in paragraph (a)(3) of this section, penalty 
reduction will not be available for any small entity if:
    (i) The small entity was subject previously to an enforcement 
action;
    (ii) Any of the small entity's violations involved willful or 
criminal conduct; or

[[Page 211]]

    (iii) The small entity did not make a good faith effort to comply 
with the law.
    (2) In considering whether the Commission will reduce or refrain 
from assessing a civil money penalty, the Commission may consider:
    (i) The egregiousness of the violations;
    (ii) The isolated or repeated nature of the violations;
    (iii) The violator's state of mind when committing the violations;
    (iv) The violator's history (if any) of legal or regulatory 
violations;
    (v) The extent to which the violator cooperated during the 
investigation;
    (vi) Whether the violator has engaged in subsequent remedial efforts 
to mitigate the effects of the violation and to prevent future 
violations;
    (vii) The degree to which a penalty will deter the violator or 
others from committing future violations; and
    (viii) Any other relevant fact.
    (3) The Commission also may consider whether to reduce or not assess 
a civil money penalty against a small entity, including a small entity 
otherwise excluded from this policy under paragraphs (a)(1) (i)-(iii) of 
this section, if the small entity can demonstrate to the Commission's 
satisfaction that it is financially unable to pay the penalty, 
immediately or over a reasonable period of time, in whole or in part.
    (4) For purposes of this policy, an entity qualifies as ``small'' if 
it is a small business or small organization as defined by Commission 
rules adopted for the purpose of compliance with the Regulatory 
Flexibility Act. \1\ An entity not included in these definitions will be 
considered ``small'' for purposes of this policy if it meets the total 
asset amount that applies to issuers as set forth in Sec.  230.157a of 
this chapter. \2\
---------------------------------------------------------------------------

    \1\ Pursuant to the Reg. Flex. Act, 5 U.S.C. Sec.  601(3), the 
Commission has adopted appropriate definitions of ``small business'' for 
purposes of the Reg. Flex. Act. See 17 CFR 270.0-10, 275.0-7, 240.0-10, 
230.157, 250.110, and 260.0-7. The Commission recently proposed 
amendments to certain of these definitions. Definitions of ``Small 
Business'' or ``Small Organization'' Under the Investment Company Act of 
1940, the Investment Advisers Act of 1940, the Securities Exchange Act 
of 1934, and the Securities Act of 1933, Securities Act Rel. No. 7383, 
62 FR 4106 (Jan. 28, 1997). The Commission extended the comment period 
for the proposed amendments to April 30, 1997, 62 FR 13356 (Mar. 20, 
1997). Based on an analysis of the language and legislative history of 
the Reg. Flex. Act, Congress does not appear to have intended that Act 
to apply to natural persons (as opposed to individual proprietorships) 
or to foreign entities. The Commission understands that staff at the 
Small Business Administration have taken the same position.
    \2\ At present, this threshold is $5 million. Thus, non-regulated 
entities, such as general partnerships, privately held corporations or 
professional service organizations, with assets of $5 million or less 
may qualify for penalty-reduction.
---------------------------------------------------------------------------

    (b) This policy does not create a right or remedy for any person. 
This policy shall not apply to any remedy that may be sought by the 
Commission other than civil money penalties, whether or not such other 
remedy may be characterized as penal or remedial.

[62 FR 16079, Apr. 4, 1997]



Sec.  202.10  Policy statement of the Securities and Exchange 
Commission concerning subpoenas to members of the news media.

    Freedom of the press is of vital importance to the mission of the 
Securities and Exchange Commission. Effective journalism complements the 
Commission's efforts to ensure that investors receive the full and fair 
disclosure that the law requires, and that they deserve. Diligent 
reporting is an essential means of bringing securities law violations to 
light and ultimately helps to deter illegal conduct. In this Policy 
Statement the Commission sets forth guidelines for the agency's 
professional staff to ensure that vigorous enforcement of the federal 
securities laws is conducted completely consistently with the principles 
of the First Amendment's guarantee of freedom of the press, and 
specifically to avoid the issuance of subpoenas to members of the media 
that might impair the news gathering and reporting functions. These 
guidelines shall be adhered to by all members of the staff in all cases:
    (a) In determining whether to issue a subpoena to a member of the 
news media, the approach in every case must be to strike the proper 
balance between

[[Page 212]]

the public's interest in the free dissemination of ideas and information 
and the public's interest in effective enforcement of the federal 
securities laws.
    (b) When the staff investigating a matter determines that a member 
of the news media may have information relevant to the investigation, 
the staff should:
    (1) Determine whether the information might be obtainable from 
alternative non-media sources.
    (2) Make all reasonable efforts to obtain that information from 
those alternative sources. Whether all reasonable efforts have been made 
will depend on the particular circumstances of the investigation, 
including whether there is an immediate need to preserve assets or 
protect investors from an ongoing fraud.
    (3) Determine whether the information is essential to successful 
completion of the investigation.
    (c) If the information cannot reasonably be obtained from 
alternative sources and the information is essential to the 
investigation, then the staff, after seeking approval from the 
responsible Regional Director, District Administrator, or Associate 
Director, should contact legal counsel for the member of the news media. 
Staff should contact a member of the news media directly only if the 
member is not represented by legal counsel. The purpose of this contact 
is to explore whether the member may have information essential to the 
investigation, and to determine the interests of the media with respect 
to the information. If the nature of the investigation permits, the 
staff should make clear what its needs are as well as its willingness to 
respond to particular problems of the media. The staff should consult 
with the Commission's Office of Public Affairs, as appropriate.
    (d) The staff should negotiate with news media members or their 
counsel, consistently with this Policy Statement, to obtain the 
essential information through informal channels, avoiding the issuance 
of a subpoena, if the responsible Regional Director, District 
Administrator, or Associate Director determines that such negotiations 
would not substantially impair the integrity of the investigation. 
Depending on the circumstances of the investigation, informal channels 
may include voluntary production, informal interviews, or written 
summaries.
    (e) If negotiations are not successful in achieving a resolution 
that accommodates the Commission's interest in the information and the 
media's interests without issuing a subpoena, the staff investigating 
the matter should then consider whether to seek the issuance of a 
subpoena for the information. The following principles should guide the 
determination of whether a subpoena to a member of the news media should 
be issued:
    (1) There should be reasonable grounds to believe that the 
information sought is essential to successful completion of the 
investigation. The subpoena should not be used to obtain peripheral or 
nonessential information.
    (2) The staff should have exhausted all reasonable alternative means 
of obtaining the information from non-media sources. Whether all 
reasonable efforts have been made to obtain the information from 
alternative sources will depend on the particular circumstances of the 
investigation, including whether there is an immediate need to preserve 
assets or protect investors from an ongoing fraud.
    (f) If there are reasonable grounds to believe the information 
sought is essential to the investigation, all reasonable alternative 
means of obtaining it have been exhausted, and all efforts at 
negotiation have failed, then the staff investigating the matter shall 
seek authorization for the subpoena from the Director of the Division of 
Enforcement. No subpoena shall be issued unless the Director, in 
consultation with the General Counsel, has authorized its issuance.
    (g) In the event the Director of the Division of Enforcement, after 
consultation with the General Counsel, authorizes the issuance of a 
subpoena, notice shall immediately be provided to the Chairman of the 
Commission.
    (h) Counsel (or the member of the news media, if not represented by 
counsel) shall be given reasonable and timely notice of the 
determination of the

[[Page 213]]

Director of the Division of Enforcement to authorize the subpoena and 
the Director's intention to issue it.
    (i) Subpoenas should be negotiated with counsel for the member of 
the news media to narrowly tailor the request for only essential 
information. In negotiations with counsel, the staff should attempt to 
accommodate the interests of the Commission in the information with the 
interests of the media.
    (j) Subpoenas should, wherever possible, be directed at material 
information regarding a limited subject matter, should cover a 
reasonably limited period of time, and should avoid requiring production 
of a large volume of unpublished material. They should give reasonable 
and timely notice of their demand for documents.
    (k) In the absence of special circumstances, subpoenas to members of 
the news media should be limited to the verification of published 
information and to surrounding circumstances relating to the accuracy of 
published information.
    (l) Because the intent of this policy statement is to protect 
freedom of the press, news gathering functions, and news media sources, 
this policy statement does not apply to demands for purely commercial or 
financial information unrelated to the news gathering function.
    (m) Failure to follow this policy may constitute grounds for 
appropriate disciplinary action. The principles set forth in this 
statement are not intended to create or recognize any legally 
enforceable rights in any person.

[71 FR 20340, Apr. 20, 2006]



Sec.  202.11  Public Company Accounting Oversight Board budget 
approval process.

    (a) Purpose. These procedures are established in connection with 
consideration and approval of the budget and the accounting support fee 
for the Public Company Accounting Oversight Board (PCAOB). Actions 
attributed to the PCAOB in this section shall be performed as authorized 
by the Sarbanes-Oxley Act of 2002 and the PCAOB's bylaws.
    (b) Definitions. For the purposes of this section, the following 
definitions shall apply:
    (1) Budget category means a grouping of similar expenditures within 
the PCAOB's budget. Budget categories shall include, among others: 
personnel, training, recruiting and relocation expenses, information 
technology, consulting and professional fees, travel, administrative 
expenses, lease costs and related expenses, and capital improvements of 
facilities.
    (2) Budget justification means the justification for each annual 
budget, prepared in concise and specific terms, covering all of the 
PCAOB's programs and activities, and including, among other things as 
may be requested by the Commission:
    (i) A performance budget for the budget year;
    (ii) An analysis of the PCAOB's budget, including a tabular 
presentation that identifies the budgetary resources required for each 
program area (with a breakout of resources by budget category); a 
description of the budgetary resources identified in the budget in the 
context of the PCAOB's programs and activities; and an explanation of 
the analysis used to determine the resources needed to accomplish each 
program and strategic goal that demonstrates that reasonable 
opportunities for making more efficient and effective use of resources 
have been explored;
    (iii) A description of the relationship between the results or 
outcomes the PCAOB expects to achieve (as discussed in the PCAOB's 
strategic plan) and the resources requested in the budget;
    (iv) Assumptions underlying the calculation of the working capital 
reserve as permitted in paragraph (d)(3) of this section and assumptions 
underlying PCAOB estimates, including work years, program outputs, base 
compensation levels and proposed compensation increases, and costs of 
inputs such as materials or contract costs;
    (v) A discussion of any models used to develop PCAOB estimates;
    (vi) Detailed funding levels for education, training, and travel of 
the PCAOB workforce;
    (vii) Information sufficient for the Commission to assess current 
and proposed capital projects and information technology projects; and

[[Page 214]]

    (viii) A statement that the PCAOB has considered relative costs and 
benefits in formulating the programs, projects and activities described 
in the budget.
    (3) Budget year means the PCAOB fiscal year that is the subject of 
the budget prepared and submitted by the PCAOB to the Commission for 
approval.
    (4) Current year means the PCAOB fiscal year that precedes the 
budget year, and is the year in which the PCAOB prepares the budget.
    (5) Performance budget means a budget that presents what the PCAOB 
proposes to accomplish in the budget year and what resources these 
proposals will require, and that serves as the primary basis for the 
justification of the budget submitted to the Commission for approval. 
The performance budget includes:
    (i) A description of what the PCAOB plans to accomplish, organized 
by strategic goal;
    (ii) Background on what the PCAOB has accomplished, organized by 
strategic goal;
    (iii) Analyses of the strategies the PCAOB uses to influence 
strategic outcomes, including whether those strategies could be improved 
and, if so, how they could be improved;
    (iv) Analyses of the programs that contribute to each goal and their 
relative roles and effectiveness;
    (v) Performance targets for the budget year and the current year and 
how the PCAOB expects to achieve those targets, as well as actual 
performance levels achieved in the year immediately preceding the 
current year;
    (vi) The budgetary resources the PCAOB is requesting to achieve 
those targets;
    (vii) Descriptions of the operations, processes, staff skills, 
information and other technologies, human resources, capital assets, and 
other resources to be used in achieving the PCAOB's performance goals; 
and
    (viii) Descriptions of the programs, policies, and management, 
regulatory, and other initiatives and approaches to be used in achieving 
the PCAOB's performance goals.
    (6) Preliminary budget means the draft budget submitted for initial 
consideration by the Commission, which shall be a complete or 
substantially complete budget for the budget year, and which is 
accompanied by a budget justification.
    (7) Program area means the array of the budgeted amounts and other 
budget-related data according to the major purpose served, such as 
registration, inspection, standard-setting, enforcement, and 
administration.
    (8) Receipts means collections that result from issuers' payments of 
accounting support fees; public accounting firms' payment of 
registration fees and fees associated with annual reports; interest 
income; and other sources of revenue.
    (9) Strategic plan means the PCAOB's overarching plan for 
accomplishing its strategic goals, including forecasts for the current 
and four following years; estimates of the effect that reasonably 
foreseeable changes impacting the auditing profession and securities 
markets could have on program levels; and a discussion of the impact 
that program levels and changes in methods of program delivery, 
including advances in technology, could have on program operations and 
administration.
    (10) Supplemental budget means a budget or amendment thereto 
submitted to the Commission for approval subsequent to Commission 
approval of the budget for the budget year, when:
    (i) There is a need for additional funds in a program area;
    (ii) Resources are to be applied in a manner not fairly implied in 
the Commission-approved budget and budget justification, such as when 
programs are created to perform functions that are not, or to perform 
functions in a way that is not, fairly implied from the Commission-
approved budget and budget justification; or
    (iii) Programs described in the Commission-approved budget and 
budget justification are to be eliminated.
    (c) Timetable. The timetable for preparation and submission of the 
annual budget is as follows:

[[Page 215]]



------------------------------------------------------------------------
             Date                                Event
------------------------------------------------------------------------
On or before March 15........  PCAOB provides a narrative of its program
                                issues and outlook for the budget year.
On or before April 30........  Commission provides economic assumptions
                                and general budgetary guidance to the
                                PCAOB.
On or before July 31.........  PCAOB submits preliminary budget and
                                budget justification for Commission
                                review.
August-October...............  Consultation between Commission and
                                PCAOB; Commission staff conducts review
                                of PCAOB preliminary budget, budget
                                justification and related information.
On or before October 31......  Commission passback of budget to the
                                PCAOB with proposed revisions.
On or before November 30.....  PCAOB adopts budget and submits it, along
                                with the budget justification, to the
                                Commission.
On or before December 23.....  Commission votes on the PCAOB budget.
------------------------------------------------------------------------

    (d) Contents of budget. (1) To facilitate Commission review and 
approval, each budget (including each preliminary budget and budget 
submitted for Commission approval) shall:
    (i) Be accompanied by a budget justification.
    (ii) Include information for the budget year, the current year, and 
the year immediately preceding the current year, regarding actual or 
projected spending by program area, receipts, debt, and employment 
levels.
    (iii) Be consistent with, or explain any deviations from, the 
economic assumptions and budgetary guidance provided by the Commission.
    (iv) Include statements of PCAOB programs, initiatives and 
strategies for the budget year.
    (v) Earmark each amount for a specific budget category within a 
program area.
    (vi) Include planned beginning-of-year and end-of-year headcounts 
for each program area.
    (2) Each budget submitted for Commission approval shall be 
consistent with the preliminary budget and any revisions proposed by the 
Commission when the budget was passed from the Commission back to the 
PCAOB or explain any changes from the preliminary budget and/or such 
proposed revisions.
    (3) In addition to amounts needed to fund disbursements during the 
budget year, a budget may reflect receipts in amounts needed to fund 
expected disbursements during a period not to exceed the first five 
months of the fiscal year immediately following the budget year (the 
working capital reserve), provided such amounts shall be disbursed only 
as specified in the following year's budget or in a supplemental budget 
approved by the Commission.
    (4) In approving the budget the Commission may not change the 
amounts earmarked for programs, program areas, or activities, or any 
other aspects of the budget; provided, that if the budget is 
conditionally rather than finally approved, then the Commission may 
transmit to the Board such proposed changes as are consistent with the 
preliminary budget and any revisions previously proposed by the 
Commission when it passed the budget back to the PCAOB. No proposed 
reduction or increase may be greater than that included in the 
preliminary budget and any revisions previously proposed by the 
Commission when it passed the budget back to the PCAOB.
    (5) In the event the budget is conditionally approved by the 
Commission, the PCAOB shall have the opportunity to consider the changes 
proposed by the Commission and to vote again for final approval of the 
budget as amended. If this iterative process has not resolved 
differences between the Commission and the PCAOB by December 23, then 
the terms of the most recent conditional approval shall become final, 
and the budget shall be deemed finally approved.
    (e) Limitation on spending. (1) The PCAOB shall not spend in a 
budget year more than the amount specified in the Commission-approved 
PCAOB budget for that year, regardless of the source of the funds, 
unless such expenses have been approved by the Commission through a 
supplemental budget request.
    (2) Funds may be disbursed by the PCAOB only in accordance with the 
Commission approved budget, provided however, during the budget year the 
PCAOB may transfer amounts totaling not more than $1,000,000 into or out 
of

[[Page 216]]

each program area without prior Commission approval. Further, the PCAOB 
shall not:
    (i) Apply its resources in a manner not fairly implied in the 
Commission-approved budget and budget justification, such as to create 
programs to perform functions that are not, or to perform functions in a 
way that is not, fairly implied from the Commission-approved budget and 
budget justification, or
    (ii) Eliminate programs described in the Commission-approved budget 
and budget justification.
    (3) In the event that the Commission has not approved a budget for a 
PCAOB fiscal year before the beginning of that fiscal year, the PCAOB 
may spend funds from the reserve and continue to incur obligations as if 
the PCAOB budget or supplemental budget most recently approved by the 
Commission were continuing in effect for that fiscal year.
    (f) Supplemental budget. (1) The PCAOB may submit to the Commission 
a request for approval of a supplemental budget subsequent to Commission 
approval of the budget for the budget year in order to spend any amounts 
in excess of, or contrary to, the limitations described in paragraphs 
(e)(1) and (e)(2) of this section.
    (2) To facilitate Commission review and approval, a supplemental 
budget shall include:
    (i) Detailed information regarding the impact of the supplemental 
budget on each affected program area, including costs by cost category, 
project or activity;
    (ii) A statement regarding how the supplemental budget facilitates 
the strategic and policy goals of the PCAOB;
    (iii) Information indicating why the amount was not included in the 
budget for the current year, including a description of any subsequent 
and unforeseen events or circumstances necessitating the supplemental 
budget request;
    (iv) Information indicating why the request should not or cannot be 
postponed until the next regular annual budget process; and
    (v) The proposed source for the funds, including any offsets to be 
made elsewhere in the PCAOB's programs and activities.
    (g) Maintenance of records; reports. (1) The PCAOB shall maintain, 
and make available to the Commission or Commission staff upon request, a 
strategic plan and records in reasonable detail that support each 
preliminary budget, budget, budget justification, supplemental budget 
and other report or communication in compliance with this section, 
including past and projected receipts, outlays, obligations, and 
employment levels.
    (2) The PCAOB is required to maintain and, within 30 business days 
after the end of each fiscal quarter, to furnish to the Commission a 
report of its spending and staffing levels for the quarter just ended, 
comparing those levels to the levels in the Commission approved budget.
    (h) Publication of budget. (1) Following submission of the PCAOB-
approved budget to the Commission, such budget and budget justification, 
subject to any applicable exemption under the Freedom of Information 
Act, shall be made available to the public. Neither the Commission nor 
the PCAOB shall publish a preliminary budget, budget, budget 
justification, or any underlying materials in connection therewith, 
until such time as the budget is approved by the PCAOB and submitted to 
the Commission for its approval.
    (2) Supplemental budgets shall be made public, following approval by 
the PCAOB and submission to the Commission, in the same manner as 
described in paragraph (h)(1) of this section.
    (3) The Commission-approved budget shall be made available to the 
public at the time of such approval.
    (i) Waivers of rule provisions. The Commission, in its discretion, 
may waive compliance with any provision of this Sec.  202.11.

[71 FR 42001, July 24, 2006]



Sec.  202.12  Policy statement concerning cooperation by individuals 
in its investigations and related enforcement actions.

    Cooperation by individuals and entities in the Commission's 
investigations and related enforcement actions can contribute 
significantly to the success of the agency's mission. Cooperation

[[Page 217]]

can enhance the Commission's ability to detect violations of the federal 
securities laws, increase the effectiveness and efficiency of the 
Commission's investigations, and provide important evidence for the 
Commission's enforcement actions. There is a wide spectrum of tools 
available to the Commission and its staff for facilitating and rewarding 
cooperation by individuals, ranging from taking no enforcement action to 
pursuing reduced charges and sanctions in connection with enforcement 
actions. As with any cooperation program, there exists some tension 
between the objectives of holding individuals fully accountable for 
their misconduct and providing incentives for individuals to cooperate 
with law enforcement authorities. This policy statement sets forth the 
analytical framework employed by the Commission and its staff for 
resolving this tension in a manner that ensures that potential 
cooperation arrangements maximize the Commission's law enforcement 
interests. Although the evaluation of cooperation requires a case-by-
case analysis of the specific circumstances presented, as described in 
greater detail below, the Commission's general approach is to determine 
whether, how much, and in what manner to credit cooperation by 
individuals by evaluating four considerations: the assistance provided 
by the cooperating individual in the Commission's investigation or 
related enforcement actions (``Investigation''); the importance of the 
underlying matter in which the individual cooperated; the societal 
interest in ensuring that the cooperating individual is held accountable 
for his or her misconduct; and the appropriateness of cooperation credit 
based upon the profile of the cooperating individual. In the end, the 
goal of the Commission's analysis is to protect the investing public by 
determining whether the public interest in facilitating and rewarding an 
individual's cooperation in order to advance the Commission's law 
enforcement interests justifies the credit awarded to the individual for 
his or her cooperation.
    (a) Assistance provided by the individual. The Commission assesses 
the assistance provided by the cooperating individual in the 
Investigation by considering, among other things:
    (1) The value of the individual's cooperation to the Investigation 
including, but not limited to:
    (i) Whether the individual's cooperation resulted in substantial 
assistance to the Investigation;
    (ii) The timeliness of the individual's cooperation, including 
whether the individual was first to report the misconduct to the 
Commission or to offer his or her cooperation in the Investigation, and 
whether the cooperation was provided before he or she had any knowledge 
of a pending investigation or related action;
    (iii) Whether the Investigation was initiated based on information 
or other cooperation provided by the individual;
    (iv) The quality of cooperation provided by the individual, 
including whether the cooperation was truthful, complete, and reliable; 
and
    (v) The time and resources conserved as a result of the individual's 
cooperation in the Investigation.
    (2) The nature of the individual's cooperation in the Investigation 
including, but not limited to:
    (i) Whether the individual's cooperation was voluntary or required 
by the terms of an agreement with another law enforcement or regulatory 
organization;
    (ii) The types of assistance the individual provided to the 
Commission;
    (iii) Whether the individual provided non-privileged information, 
which information was not requested by the staff or otherwise might not 
have been discovered;
    (iv) Whether the individual encouraged or authorized others to 
assist the staff who might not have otherwise participated in the 
Investigation; and
    (v) Any unique circumstances in which the individual provided the 
cooperation.
    (b) Importance of the underlying matter. The Commission assesses the 
importance of the Investigation in which the individual cooperated by 
considering, among other things:
    (1) The character of the Investigation including, but not limited 
to:
    (i) Whether the subject matter of the Investigation is a Commission 
priority;
    (ii) The type of securities violations;

[[Page 218]]

    (iii) The age and duration of the misconduct;
    (iv) The number of violations; and
    (v) The isolated or repetitive nature of the violations.
    (2) The dangers to investors or others presented by the underlying 
violations involved in the Investigation including, but not limited to:
    (i) The amount of harm or potential harm caused by the underlying 
violations;
    (ii) The type of harm resulting from or threatened by the underlying 
violations; and
    (iii) The number of individuals or entities harmed.\1\
---------------------------------------------------------------------------

    \1\ Cooperation in Investigations that involve priority matters or 
serious, ongoing, or widespread violations will be viewed most 
favorably.
---------------------------------------------------------------------------

    (c) Interest in holding the individual accountable. The Commission 
assesses the societal interest in holding the cooperating individual 
fully accountable for his or her misconduct by considering, among other 
things:
    (1) The severity of the individual's misconduct assessed by the 
nature of the violations and in the context of the individual's 
knowledge, education, training, experience, and position of 
responsibility at the time the violations occurred;
    (2) The culpability of the individual, including, but not limited 
to, whether the individual acted with scienter, both generally and in 
relation to others who participated in the misconduct;
    (3) The degree to which the individual tolerated illegal activity 
including, but not limited to, whether he or she took steps to prevent 
the violations from occurring or continuing, such as notifying the 
Commission or other appropriate law enforcement agency of the misconduct 
or, in the case of a violation involving a business organization, by 
notifying members of management not involved in the misconduct, the 
board of directors or the equivalent body not involved in the 
misconduct, or the auditors of such business organization of the 
misconduct;
    (4) The efforts undertaken by the individual to remediate the harm 
caused by the violations including, but not limited to, whether he or 
she paid or agreed to pay disgorgement to injured investors and other 
victims or assisted these victims and the authorities in the recovery of 
the fruits and instrumentalities of the violations; and
    (5) The sanctions imposed on the individual by other federal or 
state authorities and industry organizations for the violations involved 
in the Investigation.
    (d) Profile of the individual. The Commission assesses whether, how 
much, and in what manner it is in the public interest to award credit 
for cooperation, in part, based upon the cooperating individual's 
personal and professional profile by considering, among other things:
    (1) The individual's history of lawfulness, including complying with 
securities laws or regulations;
    (2) The degree to which the individual has demonstrated an 
acceptance of responsibility for his or her past misconduct; and
    (3) The degree to which the individual will have an opportunity to 
commit future violations of the federal securities laws in light of his 
or her occupation--including, but not limited to, whether he or she 
serves as: A licensed individual, such as an attorney or accountant; an 
associated person of a regulated entity, such as a broker or dealer; a 
fiduciary for other individuals or entities regarding financial matters; 
an officer or director of public companies; or a member of senior 
management--together with any existing or proposed safeguards based upon 
the individual's particular circumstances.
    Note to Sec.  202.12: Before the Commission evaluates an 
individual's cooperation, it analyzes the unique facts and circumstances 
of the case. The above principles are not listed in order of importance 
nor are they intended to be all-inclusive or to require a specific 
determination in any particular case. Furthermore, depending upon the 
facts and circumstances of each case, some of the principles may not be 
applicable or may deserve greater weight than others. Finally, neither 
this statement, nor the principles set forth herein creates or 
recognizes any legally enforceable rights for any person.

[75 FR 3123, Jan. 19, 2010]

[[Page 219]]



PART 203_RULES RELATING TO INVESTIGATIONS--Table of Contents




                          Subpart A_In General

Sec.
203.1 Application of the rules of this part.
203.2 Information obtained in investigations and examinations.
203.3 Suspension and disbarment.

               Subpart B_Formal Investigative Proceedings

203.4 Applicability of Sec. Sec.  203.4 through 203.8.
203.5 Non-public formal investigative proceedings.
203.6 Transcripts.
203.7 Rights of witnesses.
203.8 Service of subpoenas.

    Authority: 15 U.S.C. 77s, 77sss, 78w, 80a-37, and 80b-11, unless 
otherwise noted.

    Source: 29 FR 3620, Mar. 21, 1964, unless otherwise noted.



                          Subpart A_In General



Sec.  203.1  Application of the rules of this part.

    The rules of this part apply only to investigations conducted by the 
Commission. They do not apply to adjudicative or rulemaking proceedings.



Sec.  203.2  Information obtained in investigations and examinations.

    Information or documents obtained by the Commission in the course of 
any investigation or examination, unless made a matter of public record, 
shall be deemed non-public, but the Commission approves the practice 
whereby officials of the Divisions of Enforcement, Corporation Finance, 
Market Regulation and Investment Management and the Office of 
International Affairs at the level of Assistant Director or higher, and 
officials in Regional Offices at the level of Assistant Regional 
Director or higher, may engage in and may authorize members of the 
Commission's staff to engage in discussions with persons identified in 
Sec.  240.24c-1(b) of this chapter concerning information obtained in 
individual investigations or examinations, including formal 
investigations conducted pursuant to Commission order.

[58 FR 52419, Oct. 8, 1993, as amended at 59 FR 5945, Feb. 9, 1994; 73 
FR 32227, June 5, 2008]



Sec.  203.3  Suspension and disbarment.

    The provisions of Sec.  201.102(e) of this chapter (Rule 102(e) of 
the Commission's rules of practice) are hereby made specifically 
applicable to all investigations.

[29 FR 3620, Mar. 21, 1964, as amended at 60 FR 32823, June 23, 1995]



               Subpart B_Formal Investigative Proceedings



Sec.  203.4  Applicability of Sec. Sec.  203.4 through 203.8.

    (a) Sections 203.4 through 203.8 shall be applicable to a witness 
who is sworn in a proceeding pursuant to a Commission order for 
investigation or examination, such proceeding being hereinafter referred 
to as a formal investigative proceeding.
    (b) Formal investigative proceedings may be held before the 
Commission, before one or more of its members, or before any officer 
designated by it for the purpose of taking testimony of witnesses and 
received other evidence. The term officer conducting the investigation 
shall mean any of the foregoing.



Sec.  203.5  Non-public formal investigative proceedings.

    Unless otherwise ordered by the Commission, all formal investigative 
proceedings shall be non-public.



Sec.  203.6  Transcripts.

    Transcripts, if any, of formal investigative proceedings shall be 
recorded solely by the official reporter, or by any other person or 
means designated by the officer conducting the investigation. A person 
who has submitted documentary evidence or testimony in a formal 
investigative proceeding shall be entitled, upon written request, to 
procure a copy of his documentary evidence or a transcript of his 
testimony on payment of the appropriate fees: Provided, however, That in 
a nonpublic formal investigative proceeding the Commission may for good 
cause deny such request. In any event, any witness, upon proper 
identification, shall have the right to inspect the official

[[Page 220]]

transcript of the witness' own testimony.

(15 U.S.C. 78d-1)

[37 FR 25166, Nov. 28, 1972]



Sec.  203.7  Rights of witnesses.

    (a) Any person who is compelled or requested to furnish documentary 
evidence or testimony at a formal investigative proceeding shall, upon 
request, be shown the Commission's order of investigation. Copies of 
formal orders of investigation shall not be furnished, for their 
retention, to such persons requesting the same except with the express 
approval of officials in the Regional Offices at the level of Assistant 
Regional Director or higher, or officials in the Division or Divisions 
conducting or supervising the investigation at the level of Assistant 
Director or higher. Such approval shall not be given unless the person 
granting such approval, in his or her discretion, is satisfied that 
there exist reasons consistent both with the protection of privacy of 
persons involved in the investigation and with the unimpeded conduct of 
the investigation.
    (b) Any person compelled to appear, or who appears by request or 
permission of the Commission, in person at a formal investigative 
proceeding may be accompanied, represented and advised by counsel, as 
defined in Sec.  201.101(a) of this chapter (Rule 101(a) of the 
Commission's rules of practice): Provided, however, That all witnesses 
shall be sequestered, and unless permitted in the discretion of the 
officer conducting the investigation no witness or the counsel 
accompanying any such witness shall be permitted to be present during 
the examination of any other witness called in such proceeding.
    (c) The right to be accompanied, represented and advised by counsel 
shall mean the right of a person testifying to have an attorney present 
with him during any formal investigative proceeding and to have this 
attorney (1) advise such person before, during and after the conclusion 
of such examination, (2) question such person briefly at the conclusion 
of the examination to clarify any of the answers such person has given, 
and (3) make summary notes during such examination solely for the use of 
such person.
    (d) Unless otherwise ordered by the Commission, in any public formal 
investigative proceeding, if the record shall contain implications of 
wrongdoing by any person, such person shall have the right to appear on 
the record; and in addition to the rights afforded other witnesses 
hereby, he shall have a reasonable opportunity of cross-examination and 
production of rebuttal testimony or documentary evidence. Reasonable 
shall mean permitting persons as full an opportunity to assert their 
position as may be granted consistent with administrative efficiency and 
with avoidance of undue delay. The determination of reasonableness in 
each instance shall be made in the discretion of the officer conducting 
the investigation.
    (e) The officer conducting the investigation may report to the 
Commission any instances where any witness or counsel has been guilty of 
dilatory, obstructionist or contumacious conduct during the course of an 
investigation or any other instance of violation of these rules. The 
Commission will thereupon take such further action as the circumstances 
may warrant, including suspension or disbarment of counsel from further 
appearance or practice before it, in accordance with Sec.  201.102(e) of 
this chapter (Rule 102(e) of the Commission's rules of practice), or 
exclusion from further participation in the particular investigation.

[29 FR 3620, Mar. 21, 1964, as amended at 52 FR 12148, Apr. 15, 1987; 59 
FR 5945, Feb. 9, 1994; 60 FR 32823, June 23, 1995; 73 FR 32227, June 5, 
2008]



Sec.  203.8  Service of subpoenas.

    Service of subpoenas issued in formal investigative proceedings 
shall be effected in the manner prescribed by Rule 232(c) of the 
Commission's Rules of Practice, Sec.  201.232(c) of this chapter.

[29 FR 3620, Mar. 21, 1964, as amended at 60 FR 32823, June 23, 1995]

[[Page 221]]



PART 204_RULES RELATING TO DEBT COLLECTION--Table of Contents




                     Subpart A_Administrative Offset

Sec.
204.1 Applicability and scope.
204.2 Definitions.
204.3 General.
204.4 Demand for payment--notice.
204.5 Debtor's failure to respond.
204.6 Agency review.
204.7 Hearing.
204.8 Written agreement for repayment.
204.9 Administrative offset procedures.
204.10 [Reserved]
204.11 Jeopardy procedure.
204.12-204.29 [Reserved]

                         Subpart B_Salary Offset

204.30 Purpose and scope.
204.31 Excluded debts or claims.
204.32 Definitions.
204.33 Pre-offset notice.
204.34 Employee response.
204.35 Petition for pre-offset hearing.
204.36 Granting of a pre-offset hearing.
204.37 Extensions of time.
204.38 Pre-offset hearing.
204.39 Written decision.
204.40 Deductions.
204.41 Non-waiver of rights.
204.42 Refunds.
204.43 Coordinating offset with another federal agency.
204.44 Interest, penalties, and administrative costs.

                       Subpart C_Tax Refund Offset

204.50 Purpose.
204.51 [Reserved]
204.52 Notification of intent to collect.
204.53 [Reserved]
204.54 Commission action as a result of consideration of evidence 
          submitted in response to the notice of intent.
204.55 Change in notification to Financial Management Service.
204.56 Administrative charges.
204.57-204.59 [Reserved]

                Subpart D_Administrative Wage Garnishment

204.60 Purpose.
204.61 Scope.
204.62 Definitions.
204.63 Notice.
204.64 Hearing.
204.65 Wage Garnishment Order.

  Subpart E_Miscellaneous: Credit Bureau Reporting, Collection Services

204.75 Collection services.
204.76 Use of credit bureau or consumer reporting agencies.
204.77 Referrals to collection agencies.



                     Subpart A_Administrative Offset

    Authority: 31 U.S.C. 3716, 31 CFR 901.3.

    Source: 58 FR 64370, Dec. 7, 1993, unless otherwise noted.



Sec.  204.1  Applicability and scope.

    (a) The procedures authorized for administrative offset are 
contained in Section 10 of the Debt Collection Act (codified at 31 
U.S.C. 3716). The Act requires that notice procedures be observed by the 
agency. The debtor is also afforded an opportunity to inspect and copy 
government records pertaining to the claim, enter into an agreement for 
repayment, and to a review of the claim (if requested). Like salary 
offset, agencies may cooperate with one another in order to effectuate 
recovery of the claim.
    (b) The provisions of this subpart apply to the collection of debts 
owed to the United States arising from transactions with the Securities 
and Exchange Commission (Commission). These regulations are consistent 
with the Debt Collection Act and the Federal Claims Collection Standards 
on administrative offset issued jointly by the Department of Justice and 
the Department of the Treasury (31 CFR 901.3).

[58 FR 64370, Dec. 7, 1993, as amended at 66 FR 54130, Oct. 26, 2001]



Sec.  204.2  Definitions.

    (a) Administrative offset as defined in 31 U.S.C. 3701(a)(1) means 
withholding funds payable by the United States (including funds payable 
by the United States on behalf of a State government) to, or held by the 
United States for, a person to satisfy a claim.
    (b) Person includes a natural person or persons, profit or nonprofit 
corporation, partnership, association, trust, estate, consortium, or 
other entity which is capable of owing a debt to the United States 
Government except that agencies of the United States, or of any

[[Page 222]]

State or local government shall be excluded.

[58 FR 64370, Dec. 7, 1993, as amended at 66 FR 54130, Oct. 26, 2001]



Sec.  204.3  General.

    (a) The Chairperson (or designee) may initiate administrative offset 
with regard to debts owed by a person to another agency of the United 
States Government, upon receipt of a request from the head of another 
agency or his or her designee, and a certification that the debt exists 
and that the person has been afforded the necessary due process rights.
    (b) The Chairperson (or designee) may notify the Department of the 
Treasury of delinquent debts for purposes of administrative offset, and 
may request another agency which holds funds payable to a Commission 
debtor to offset that debt against the funds held; the Commission will 
provide certification that:
    (1) The debt is past due and legally enforceable; and
    (2) The person has been afforded the necessary due process rights.
    (c) No collection by administrative offset shall be made on any debt 
that has been outstanding for more than 10 years unless facts material 
to the Government's right to collect the debt were not known, and 
reasonably could not have been known, by the official or officials 
responsible for discovering the debt. This limitation does not apply to 
debts reduced to judgment.
    (d) Administrative offset under this subpart may not be initiated 
against:
    (1) A debt in which administrative offset of the type of debt 
involved is explicitly provided for or prohibited by another statute;
    (2) Debts owed by other agencies of the United States or by any 
State or local Government; or
    (3) Debts arising under the Internal Revenue Code of 1954; the 
Social Security Act; or the tariff laws of the United States.
    (e) The procedures for administrative offset in this subpart do not 
apply to the offset of Federal salaries under 5 U.S.C. 5514 or Federal 
tax refunds under 31 U.S.C. 3720A and 31 CFR 285.2.

[58 FR 64370, Dec. 7, 1993, as amended at 66 FR 54130, Oct. 26, 2001]



Sec.  204.4  Demand for payment--notice.

    (a) Before offset is made, a written notice will be sent to the 
debtor. This notice will include:
    (1) The type and amount of the debt;
    (2) The date when payment is due (not less than thirty days from the 
date of mailing or hand delivery of the notice);
    (3) The agency's intention to collect the debt by administrative 
offset, including asking the assistance of other Federal agencies to 
help in the offset whenever possible, if the debtor has not made payment 
by the payment due date or has not made an arrangement for payment by 
the payment due date;
    (4) The right of the debtor to inspect and copy the Commission's 
records related to the claim;
    (5) The right of the debtor to request a review of the determination 
of indebtedness and, in the circumstances described in Sec.  204.7, to 
request an oral hearing from the Commission's designee; and
    (6) The right of the debtor to enter into a written agreement with 
the agency to repay the debt in some other way.
    (b) Claims for payment of travel advances and employee training 
expenses require notification prior to administrative offset as 
described in this section. Because no oral hearing is required, notice 
of the right to a hearing need not be included in the notification.

[58 FR 64370, Dec. 7, 1993, as amended at 66 FR 54130, Oct. 26, 2001]



Sec.  204.5  Debtor's failure to respond.

    If the debtor fails to respond to the notice described in Sec.  
204.4(a) by the proposed effective date specified in the notice, the 
Commission may take further action under this section or under the 
Federal Claims Collection Standards (31 CFR 901.3). The commission may 
collect by administrative offset if the debtor:
    (a) Has not made payment by the payment due date;
    (b) Has not requested a review of the claim within the agency as set 
out in Sec.  204.6; or

[[Page 223]]

    (c) Has not made an arrangement for payment by the payment due date.

[58 FR 64370, Dec. 7, 1993, as amended at 66 FR 54130, Oct. 26, 2001]



Sec.  204.6  Agency review.

    (a) To the extent that a debt owed has not been established by 
judicial or administrative order, a debtor may request a hearing 
concerning the existence or amount of the debt or the terms of 
repayment. With respect to debts established by a judicial or 
administrative order, a debtor may request a hearing concerning the 
payment or other discharge of the debt. A request to review a disputed 
debt must be submitted to the Commission official who provided 
notification within 30 calendar days of the receipt of the written 
notice described in Sec.  204.4(c).
    (b) The Commission will provide a copy of the record to the debtor 
and advise him/her to furnish available evidence to support his or her 
position. Upon receipt of the evidence, the written record of 
indebtedness will be reviewed and the debtor will be informed of the 
results of that review.
    (c) Pending the resolution of a dispute by the debtor, transactions 
in any of the debtor's accounts maintained by the Commission may be 
temporarily suspended. Depending on the type of transaction, the 
suspension could preclude its payment, removal, or transfer, as well as 
prevent the payment of interest or discount due thereon. Should the 
dispute be resolved in the debtor's favor, the suspension will be 
immediately lifted.
    (d) During the review period, interest, penalties, and 
administrative costs will continue to accrue.

[58 FR 64370, Dec. 7, 1993, as amended at 66 FR 54131, Oct. 26, 2001]



Sec.  204.7  Hearing.

    (a) A debtor will be provided a reasonable opportunity for an oral 
hearing by the Commission's designee when:
    (1) (i) By statute, consideration must be given to a request to 
waive the indebtedness;
    (ii) The debtor requests waiver of the indebtedness; and
    (iii) The waiver determination rests on an issue of credibility or 
veracity; or
    (2) The debtor requests reconsideration and the Commission's 
designee determines that the question of indebtedness cannot be resolved 
by reviewing the documentary evidence.
    (b) In cases where an oral hearing is provided to the debtor, the 
Commission's designee will conduct the hearing, and provide the debtor 
with a written decision 30 days after the hearing.

[58 FR 64370, Dec. 7, 1993, as amended at 66 FR 54131, Oct. 26, 2001]



Sec.  204.8  Written agreement for repayment.

    If the debtor requests a repayment agreement in place of offset, the 
Commission has discretion to determine whether to accept a repayment 
agreement in place of offset. If the debt is delinquent and the debtor 
has not disputed its existence or amount, the Commission will not accept 
a repayment agreement in place of offset unless the debtor is able to 
establish that offset would cause undue financial hardship or be unjust. 
No repayment arrangement will be considered unless the debtor submits a 
financial statement, executed under penalty of perjury, reflecting the 
debtor's assets, liabilities, income, and expenses. The financial 
statement must be submitted within ten business days of the Commission's 
request for the statement. At the Commission's option, a confess-
judgment note or bond of indemnity with surety may be required for 
installment agreements. Notwithstanding the provisions of this section, 
any reduction or compromise of a claim will be governed by the Debt 
Collection Act, 31 U.S.C. 3711-3720E, and the Federal Claims Collection 
Standards, 31 CFR 900.1-904.4.

[ 58 FR 64370, Dec. 7, 1993, as amended at 66 FR 54131, Oct. 26, 2001]



Sec.  204.9  Administrative offset procedures.

    (a) If the debtor does not exercise the right to request a review 
within the time specified in Sec.  204.4, or if as a result of the 
review, it is determined that the debt is due and no written agreement 
is executed, then administrative offset

[[Page 224]]

shall be ordered in accordance with this subpart without further notice.
    (b) Travel advance. The Commission will deduct outstanding advances 
provided to Commission travelers from other amounts owed the traveler by 
the agency whenever possible and practicable. Monies owed by an employee 
for outstanding travel advances that cannot be deducted from other 
travel amounts due that employee will be collected through salary offset 
as described in subpart B of this part.
    (c) Requests for offset to the Department of the Treasury or other 
Federal agencies. The Chairperson (or his or her designee) may notify 
the Department of the Treasury of delinquent debts for purposes of 
administrative offset, and may request that a debt owed to the 
Commission be administratively offset against funds due and payable to a 
debtor by another Federal agency. In requesting administrative offset, 
the Commission, as creditor, will certify in writing to the Federal 
agency holding funds of the debtor that:
    (1) The debtor owes the past due and legally enforceable debt; and
    (2) The debtor has been afforded the necessary due process rights.
    (d) Requests for offset from other Federal agencies. Any Federal 
agency may request that funds due and payable to its debtor by the 
Commission be administratively offset in order to collect a debt owed to 
such Federal agency by the debtor. The Commission shall initiate the 
requested offset only upon:
    (1) Receipt of written certification from the crecitor agency that:
    (i) The debtor owes the past due and legally enforceable debt; and
    (ii) The debtor has been afforded the necessary due process rights.
    (2) A determination by the Commission that collection by offset 
against funds payable by the Commission would be in the best interest of 
the United States as determined by the facts and circumstances of the 
particular case, and that such offset would not otherwise be contrary to 
law.

[58 FR 64370, Dec. 7, 1993, as amended at 66 FR 54131, Oct. 26, 2001]



Sec.  204.10  [Reserved]



Sec.  204.11  Jeopardy procedure.

    The Commission may effect an administrative offset against a payment 
to be made to the debtor prior to the completion of the procedures 
required by Sec.  204.4(a) if failure to take the offset would 
substantially jeopardize the Commission's ability to collect the debt, 
and the time available before the payment is to be made does not 
reasonably permit the completion of those procedures. Such prior offset 
shall be promptly followed by the completion of those procedures. 
Amounts recovered by offset but later found not to be owed to the 
Commission shall be promptly refunded. This section applies only to 
administrative offset pursuant to 31 CFR 901.3(c), and does not apply 
when debts are referred to the Department of the Treasury for mandatory 
centralized administrative offset under 31 CFR 901.3(b)(1).

[58 FR 64370, Dec. 7, 1993, as amended at 66 FR 54131, Oct. 26, 2001]



Sec. Sec.  204.12-204.29  [Reserved]



                         Subpart B_Salary Offset

    Authority: 5 U.S.C. 5514, 5 CFR 550.1104.

    Source: 58 FR 38520, July 19, 1993, unless otherwise noted.



Sec.  204.30  Purpose and scope.

    (a) This regulation provides procedures for the collection by 
administrative offset against a federal employee's current pay account 
without his/her consent under 5 U.S.C. 5514 to satisfy certain debts 
owed to the Commission. This regulation does not apply when the employee 
consents to recovery from his/her current pay account.
    (b) This regulation does not preclude an employee from requesting a 
waiver or questioning the amount or validity of a debt by submitting a 
claim to the General Accounting Office in accordance with procedures 
prescribed by the General Accounting Office.
    (c) This Salary Offset plan is for internal use and Government-wide 
claims collections. 5 CFR 550.1104(a). This regulation implements 5 
U.S.C. 5514; 5 CFR part 550, subpart K.

[[Page 225]]



Sec.  204.31  Excluded debts or claims.

    This regulation does not apply to:
    (a) Debts or claims arising under the Internal Revenue Code of 1954 
as amended (26 U.S.C. 1), or the tariff laws of the United States.
    (b) Any case where collection of a debt by salary offset is 
explicitly provided for or prohibited by another statute, such as travel 
advances in 5 U.S.C. 5705 and employee training expenses in 5 U.S.C. 
4108.

[58 FR 38520, July 19, 1993, as amended at 66 FR 54131, Oct. 26, 2001]



Sec.  204.32  Definitions.

    The following definitions apply to this regulation:
    Chairman means the Chairman of the Securities and Exchange 
Commission.
    Commission means the Securities and Exchange Commission.
    Creditor agency means the agency to which the debt is owed.
    Debt means an amount owed to the United States from sources which 
include but are not necessarily limited to, erroneous payments made to 
employees such as overpayment of benefits, salary or other allowances; 
loans when insured or guaranteed by the United States; and other amounts 
due the United States from fees, leases, rents, royalties, services, 
sales of real or personal property, overpayment, penalties, damages, 
interest, fines and forfeitures (except those arising under the Uniform 
Code of Military Justice) and all other similar sources.
    Disposable pay means the amount that remains from an employee's 
federal pay after required deductions for federal, state and local 
income taxes; Social Security taxes, including Medicare taxes; federal 
retirement programs; premiums for life and health insurance benefits; 
and such other deductions that are required by law to be withheld. (See 
5 CFR 581.105(b) through (f) for items required by law to be withheld, 
and therefore excluded from disposable pay for the purposes of this 
regulation.)
    Employee means a current employee of the Securities and Exchange 
Commission, or other agency, including an active duty member or 
reservist in the U.S. Armed Forces or a former employee (or former 
active duty member or Reservist in the Armed Forces) with a current pay 
account.
    FCCS means the Federal Claims Collection Standards jointly published 
by the Justice Department and the Department of the Treasury at 31 CFR 
parts 900-904.
    Hearing official means an individual responsible for conducting any 
hearing with respect to the existence or amount of a debt claimed, and 
who renders a decision on the basis of such hearing. A hearing official 
may not be under the Chairman's supervision or control, except that 
nothing in this regulation shall be construed to prohibit the 
appointment of an administrative law judge.
    Pay means basic pay, special pay, incentive pay, retired pay, 
retainer pay, or in the case of an individual not entitled to basic pay, 
other authorized pay.
    Program official means, for the purpose of implementing this offset 
regulation, the Comptroller or designee.
    Salary offset means an administrative offset to collect a debt under 
5 U.S.C. 5514 by deduction(s), at one or more officially established pay 
intervals, from the current pay account of an employee, without his or 
her consent.
    Waiver means the cancellation, remission, forgiveness, or non-
recovery of a debt allegedly owed by an employee to an agency as 
permitted or required by 5 U.S.C. 5584, 10 U.S.C. 2774, 32 U.S.C. 716, 5 
U.S.C. 8346(b), or any other law.

[58 FR 38520, July 19, 1993, as amended at 66 FR 54131, Oct. 26, 2001]



Sec.  204.33  Pre-offset notice.

    A program official must provide an employee with written notice at 
least 30 calendar days prior to offseting his/her salary. A program 
official need not notify an employee of: any adjustment to pay arising 
out of an employee's election of coverage or a change in coverage under 
a Federal benefits program requiring periodic deductions from pay, it 
the amount to be recovered was accumulated over four pay periods or 
less; a routine intra-agency adjustment of pay that is made to correct 
an overpayment of pay attributable to clerical or administrative errors 
or delays in

[[Page 226]]

processing pay documents, if the overpayment occurred within the four 
pay periods preceding the adjustment and, at the time of such 
adjustment, or as soon thereafter as practical, the individual is 
provided written notice of the nature and the amount of the adjustment 
and point of contact for contesting such adjustment; or any adjustment 
to collect a debt amounting to $50 or less, if, at the time of such 
adjustment, or as soon thereafter as practical, the individual is 
provided written notice of the nature and the amount of the adjustment 
and a point of contact for contesting such adjustment. When required, 
the written notice must include the following:
    (a) The nature, origin and amount of the indebtedness determined by 
the Commission to be due;
    (b) The intention of the Commission to collect the debt through 
deductions from the employee's current disposable pay account;
    (c) The frequency and amount of the intended deductions (stated as a 
fixed dollar amount or as a percentage of pay, not to exceed 15 percent 
of disposable pay) and the intention to continue the deductions until 
the debt is paid in full or otherwise resolved;
    (d) An explanation of the Commission's policy concerning interest, 
penalties, and administrative costs, including a statement that such 
assessments must be made unless excused in accordance with the FCCS;
    (e) The employee's right to inspect and copy Commission records 
relating to the debt (if copies of such records are not attached), or if 
the employee or his or her representative cannot personally inspect the 
records, the right to request and receive a copy of such records. The 
Commission will respond to a request for inspection and/or copying as 
soon as practicable;
    (f) The opportunity, under terms agreeable to the Commission, to 
enter into a written agreement to establish a schedule for repayment in 
lieu of offset. The agreement must be in writing, signed by both the 
employee and the Commission, and documented in the Commission's files 
(31 CFR 901.3(b));
    (g) The employee's right to a hearing conducted by an official 
arranged by the Commission if a petition is filed as prescribed by Sec.  
204.35, Petition for pre-offset hearing. Such hearing official will be 
either an administrative law judge or at the chief administrative law 
judge's discretion, another hearing official who is also not under the 
control of the head of the agency;
    (h) The method and time period for petitioning for a hearing, 
including a statement that the timely filing of a petition for hearing 
will stay the commencement of collection proceedings;
    (i) If a hearing is requested, the hearing official will issue a 
final decision, based on information presented to the hearing official, 
at the earliest practicable date, but no later than 60 days after the 
petition for the hearing is filed unless the employee requests and the 
hearing official, for good cause or in the interests of justice, deems 
it necessary to extend that time period (5 CFR 550.1104(d)(10));
    (j) That any knowingly false or frivolous statements, 
representations, or evidence may subject the employee to:
    (1) Disciplinary procedures appropriate under 5 U.S.C. chapter 75, 5 
CFR part 752, or any other applicable statutes or regulations;
    (2) Penalties under the False Claims Act, 31 U.S.C. 3729-3731, or 
any other applicable statutory authority; and/or
    (3) Criminal penalties under 18 U.S.C. 286, 287, 1001, and 1002, or 
any other applicable statutory authority.
    (k) Any other rights and remedies available to the employee under 
statutes or regulations governing the program for which the collection 
is being made;
    (l) The employee's right to a prompt refund if amounts paid or 
deducted by salary offset are later waived or found not owed to the 
United States, unless otherwise provided by law or contract; and
    (m) The specific address to which all correspondence shall be 
directed regarding the debt.

[58 FR 38520, July 19, 1993, as amended at 66 FR 54131, Oct. 26, 2001]



Sec.  204.34  Employee response.

    (a) Introduction. An employee must respond to a pre-offset notice, 
if at all, within 15 calendar days following receipt, in one or more of 
the ways discussed in Sec.  204.34, Employee response,

[[Page 227]]

and Sec.  204.35, Petition for pre-offset hearing. Where applicable, the 
employee bears the burdens of proof and persuasion.
    (b) Responses must be submitted in writing to the program official 
who signed the pre-offset notice. A timely response will stay the 
commencement of collection by salary offset, at least until the issuance 
of a written decision. (See Sec.  204.37, Extensions of time). Failure 
to submit a timely response will be treated as an admission of 
indebtedness, and will result in salary offset in accordance with the 
terms specified in the pre-offset notice.
    (c) A response filed after expiration of the 15 day period may be 
accepted if the employee can show that the delay was due to 
circumstances beyond his or her control or failure to receive notice of 
the time limit (unless otherwise aware of it).
    (d) Voluntary repayment agreement. An employee may request to enter 
into a voluntary written agreement for repayment of the debt in lieu of 
offset. It is within the discretion of the program official whether to 
enter into such an agreement, and if so, upon what terms. Voluntary 
deductions may exceed 15 percent of the employee's disposable pay. If an 
agreement is reached, the agreement must be in writing, and must be 
signed by both the employee and the program official. A signed copy must 
be sent to the Comptroller's office. The program official shall notify 
the employee in writing of its decision not to accept the proposed 
voluntary repayment schedule before making any deductions from the 
employee's salary.
    (e) Waiver. Any request for waiver of the debt must be accompanied 
by evidence that the waiver is authorized by law.
    (f) Reconsideration. An employee may request reconsideration of the 
existence or amount of the debt or the offset schedule as reflected in 
the pre-offset notice. The request must be accompanied by a detailed 
narrative and supporting documentation as to why the offset decision is 
erroneous and/or why the offset schedule imposes an undue hardship.



Sec.  204.35  Petition for pre-offset hearing.

    (a) The employee may petition for a pre-offset hearing. The petition 
must state with specificity why the employee believes the agency's 
determination is in error. To the extent that a debt has not been 
established by judicial or administrative order, a debtor may request a 
pre-offset hearing concerning the existence or amount of the debt or the 
terms of repayment. With respect to debts established by a judicial or 
administrative order, a debtor may request a pre-offset hearing 
concerning the payment or other discharge of the debt.
    (b) The petition must fully identify and explain, with reasonable 
specificity, all the facts, evidence and witnesses, if any, that the 
employee believes support his or her position. The petition must be 
signed by the employee.

[ 58 FR 38520, July 19, 1993, as amended at 66 FR 54131, Oct. 26, 2001]



Sec.  204.36  Granting of a pre-offset hearing.

    (a) If the employee timely requests a pre-offset hearing or the 
timeliness is waived, the program official must:
    (1) arrange for a hearing official. If the hearing official is an 
administrative law judge, he or she shall be designated by the Chief 
Administrative Law Judge as set forth in 17 CFR 200.310(a)(2); and
    (2) provide the hearing official with a copy of all records on which 
the determination of the debt and any involuntary repayment schedule are 
based.
    (b) The hearing official shall notify the employee by personal 
service, by first class, registered or certified mail, or by a reliable 
commercial courier or overnight delivery service whether the employee is 
entitled to an oral or ``paper'' (i.e., a review on the written record) 
hearing. (See 31 CFR 901.3(e).) Within 20 calendar days of receipt of 
this notice the employee shall provide the hearing official with a full 
description of all relevant facts, documentary evidence, and witnesses 
which the employee believes support his or her position. The hearing 
official may extend the time for the employee to respond to the notice 
for good cause shown.

[[Page 228]]

    (c) If an oral hearing is scheduled, the hearing official shall 
notify the program official and the employee in writing of the date, 
time and location of the hearing. The place for the hearing shall be 
fixed by the hearing official with due regard for the public interest 
and the convenience and necessity of the parties, the participants, or 
their representatives.
    (d) If the employee is entitled to an oral hearing, but requests to 
have the hearing based only on the written submissions, the employee 
must notify the hearing official and the program official at least 3 
calendar days before the date of the oral hearing. The hearing official 
may waive the 3-day requirement for good cause.
    (e) Failure of the employee to appear at the oral hearing may result 
in dismissal of the petition and affirmation of the program official's 
decision.

[58 FR 38520, July 19, 1993, as amended at 66 FR 54131, Oct. 26, 2001]



Sec.  204.37  Extensions of time.

    The hearing official may for good cause or in the interests of 
justice postpone the commencement of the hearing, adjourn a convened 
hearing for a reasonable period of time or extend or shorten any other 
time limits prescribed under this section. This extension is not 
intended to abridge the 30 day initial notice or extend the 60 day 
decision requirement other than as provided for in 5 CFR 
550.1104(d)(10).



Sec.  204.38  Pre-offset hearing.

    (a) The hearing official shall determine the form and content of 
hearings granted under this section, pursuant to 31 CFR 901.3(e). All 
oral hearings shall be on the record. Except as otherwise ordered by the 
hearing official, hearings shall be recorded or transcribed verbatim by 
shorthand, mechanical means, electronic sound recording, or any other 
method, subject to the discretion and approval of the hearing official, 
and a transcript thereof shall be made.
    (b) Oral hearings are informal in nature. The Commission, 
represented by an attorney from the Office of General Counsel, and 
accompanied by a program official and the employee, and/or the 
employee's representative, orally shall explain their respective 
positions using relevant documentation. The employee may testify on his 
or her own behalf, subject to cross examination. Other witnesses may be 
called to testify where the hearing official determines the testimony to 
be relevant and not redundant. The Federal Rules of Evidence serve as a 
guideline, but are not controlling. The employee bears the burdens of 
proof and persuasion.
    (c) The hearing official shall:
    (1) Conduct a fair and impartial hearing;
    (2) Preside over the course of the hearing, maintain decorum and 
avoid delay in the disposition of the hearing; and
    (3) Issue a decision in accordance with Sec.  204.39, Written 
decision, on the basis of the oral hearing and the written record.
    (d) Oral hearings are normally open to the public. However, the 
hearing official may close all or any portion of the hearing at either 
the request of either party or upon the hearing official's initiative 
when doing so is in the best interest[s] of the employee or the public.
    (e) Oral hearings may be conducted by conference call at the request 
of the employee or at the discretion of the hearing official.
    (f) Pre-offset ``paper'' hearing. If a hearing is to be held only 
upon written submissions, the hearing official shall issue a decision 
based solely upon the written record.

[58 FR 38520, July 19, 1993, as amended at 66 FR 54132, Oct. 26, 2001]



Sec.  204.39  Written decision.

    (a) If pre-offset hearing is held. Within 60 days of the filing of 
the employee's petition for a pre-offset hearing, the hearing official 
will issue a written decision setting forth the basis of his/her 
findings in accordance with 5 CFR 550.1104(g)(3).
    (b) If the employee challenges the pre-offset notice under Sec.  
204.34, Employee response and/or Sec.  204.35, Petition for pre-offset 
hearing, without requesting a hearing or a hearing is denied, the 
program official must notify the employee of his/her final determination 
in writing before offset can begin. The

[[Page 229]]

agency's execution of a voluntary repayment agreement satisfies this 
requirement.



Sec.  204.40  Deductions.

    (a) When deductions may begin:
    (1) If a pre-offset hearing is held, deductions shall be made in 
accordance with the hearing official's decision.
    (2) If parties execute a voluntary repayment agreement, deductions 
shall be made in accordance with the terms of that agreement.
    (3) If the employee requests a waiver or reconsideration or the 
program official refuses to accept a proposed alternate repayment 
schedule, deductions shall be made in accordance with the program 
official's written decision.
    (4) If the employee consents to the terms and conditions set forth 
in the Commission's Pre-offset Notice or fails to respond in timely 
fashion to the Pre-offset Notice, or waives his/her right to a hearing 
without otherwise challenging the terms of the Pre-offset Notice, 
deductions shall be made in accordance with the terms and conditions set 
forth therein.
    (b) Retired or separated employees. If the employee retires, 
resigns, or is terminated before the debt is fully repaid, the remaining 
indebtedness will be offset pursuant to 31 U.S.C. 3716 and the FCCS.
    (1) To the extent possible, the remaining indebtedness will be 
liquidated from any final payment due the former employee as of the date 
of separation (e.g., final salary payment, lump-sum leave, etc.). See 
Sec.  204.40d(3), Offset deductions from final salary and/or lump-sum 
leave payment.
    (2) Thereafter, the remaining indebtedness will be recovered from 
later payments of any kind due the former employee from the United 
States. See the FCCS.
    (c) Method of collection and source of deduction. The method of 
collecting debts under these regulations shall be by salary offset. 
Deductions will be made from the employee's current disposable pay 
account except as provided for in Sec.  204.34b, Employee response.
    (d) Amount and duration of deductions. Debts must be collected in 
one lump sum where possible. If the employee demonstrates financial 
hardship to the Commission's satisfaction or the amount of the debt 
exceeds 15 percent of the indebted employee's current disposable pay, 
collection must be made in installments over a period not greater than 
the anticipated period of active employment, except as provided in 
Section 34b, Employee Response.
    (1) Installment deductions will be made over the shortest period 
possible. The size and frequency of installment deductions will bear a 
reasonable relation to the size of the debt and the employee's ability 
to pay.
    (2) The amount deducted for any period will not exceed 15 percent of 
the disposable pay from which the deduction is made, unless the employee 
has agreed in writing to the deduction of a greater amount. Installment 
payment of less than $100 per pay period will he accepted only in the 
most unusual circumstances.
    (3) Offset deductions from final salary and/or lump-sum leave 
payment. Such an offset deduction may exceed 15 percent of an employee's 
final salary and/or lump-sum leave payment pursuant to 31 U.S.C. 3716, 
64 CG 907.
    (e) Interest, penalties and administrative costs on debts under this 
part will be assessed and/or waived according to the provisions of 31 
CFR 901.9.

[58 FR 38520, July 19, 1993, as amended at 66 FR 54132, Oct. 26, 2001]



Sec.  204.41  Non-waiver of rights.

    An employee's involuntary payment of all or any portion of a debt 
being collected under 5 U.S.C. 5514 shall not be construed as a waiver 
of any rights that the employee may have under 5 U.S.C. 5514 or any 
other provision of contract or law, unless there are statutory or 
contractual provisions to the contrary.



Sec.  204.42  Refunds.

    (a) The Commission will refund promptly to the appropriate 
individual amounts offset under this regulation when:
    (1) A debt is waived or otherwise found not owing the United States 
(unless expressly prohibited by statute or regulation); or

[[Page 230]]

    (2) The Commission is directed by an administrative or judicial 
order to refund amounts deducted from the employee's current pay.
    (b) Refunds do not bear interest unless required or permitted by law 
or contract.



Sec.  204.43  Coordinating offset with another federal agency.

    (a) Responsibility of the Commission as the Creditor Agency. When 
possible, salary offset through the centralized administrative offset 
procedures in 5 CFR 550.1108 shall be attempted before applying the 
procedures in this section. If centralized administrative offset is not 
possible, the Commission shall request recovery from the current paying 
agency. Upon completion of the procedures established in these 
regulations and pursuant to 5 U.S.C. 5514, 5 CFR 550.1109 the Commission 
must:
    (1) Certify, in writing, that the employee owes the debt, the amount 
and basis of the debt, the date on which payment(s) is due, the date the 
Government's right to collect the debt first accrued and that the 
Commission's regulations implementing 5 U.S.C. 5514 have been approved 
by OPM.
    (2) If the collection must be made in installments, the Commission 
also must advise the paying agency of the amount or percentage of 
disposable pay to be collected in each installment, and if the 
Commission wishes, the number and the commencing date of the 
installments (if a date other than the next officially established pay 
period is required).
    (3) Advise the paying agency of the actions taken pursuant to 5 
U.S.C. 5514(b) and give the date(s) the action(s) was taken (unless the 
employee has consented to the salary offset in writing or signed a 
statement acknowledging receipt of the required procedures and the 
written consent or statement is forwarded to the paying agency).
    (4) Except as otherwise provided in this paragraph (a)(4), the 
Commission must submit a debt claim containing the information specified 
in paragraphs (a)(1) through (3) of this section and an installment 
agreement (or other instruction on the payment schedule), if applicable, 
to the employee's paying agency.
    (5) If the employee is in the process of separating, the Commission 
must submit its debt claim to the employee's paying agency for 
collection as provided in 5 CFR 550.1104(l). Pursuant to 5 CFR 1101, the 
paying agency must certify the total amount of its collection and notify 
the creditor agency and employee. If the paying agency is aware that the 
employee is entitled to payments from the Civil Service Retirement and 
Disability Fund, or other similar payments, it must provide written 
notification to the agency responsible for making such payments that the 
debtor owes a debt (including the amount) and that the paying agency has 
fully complied with the provisions of this section. The Commission must 
submit a properly certified claim to the agency responsible for making 
such payments before the collection can be made.
    (6) If the employee is already separated and all payments due from 
his or her former paying agency have been paid, the Commission may 
request, unless otherwise prohibited, that money due and payable to the 
employee from the Civil Service Retirement and Disability Fund (5 CFR 
831.1801) or other similar funds, be administratively offset to collect 
the debt (See 31 U.S.C. 3716 and the FCCS).
    (7) When an employee transfers to another paying agency, the 
Commission shall not repeat the due process procedures described in 5 
U.S.C. 5514 and subpart B of this part to resume the collection. The 
Commission must review the debt upon receiving the former paying 
agency's notice of the employee's transfer to make sure the collection 
is resumed by the new paying agency. The Commission must submit a 
properly certified claim to the new paying agency before collection can 
be resumed.
    (b) Responsibility of the Commission as the paying agency--(1) 
Complete claim. When the Commission receives a properly certified claim 
from a creditor agency, deductions should be scheduled to begin at the 
next officially established pay interval. The Commission must notify the 
employee in writing that the Commission has received a

[[Page 231]]

certified debt claim from the creditor agency (including the amount) and 
the date salary offset will begin and the amount of such deductions.
    (2) Incomplete claim. When the Commission receives an incomplete 
certification of debt from a creditor agency, the Commission must return 
the debt claim with notice that procedures under 5 U.S.C. 5514 and 
subpart B of this part must be provided and a properly certified debt 
claim received before action will be taken to collect from the 
employee's current pay account.
    (3) Review. The Commission is not authorized to review the merits of 
the creditor agency's determination with respect to the amount or 
validity of the debt certified by the creditor agency.
    (4) Employees who transfer from one paying agency to another. If, 
after the creditor agency has submitted the debt claim to the Commission 
and before the Commission collects the debt in full, the employee 
transfers to another agency, the Commission must certify the total 
amount collected on the debt. One copy of the certification must be 
furnished to the employee and one copy to the creditor agency along with 
notice of the employee's transfer.
    (c) Responsibility of the Program Official. (1) The Program Official 
shall coordinate debt collections and shall, as appropriate:
    (i) Arrange for a hearing upon proper petition by a federal 
employee; and
    (ii) Prescribe, upon consultation with the General Counsel, such 
practices and procedures as may be necessary to carry out the intent of 
this regulation.
    (2) The Program Official shall be responsible for:
    (i) Ensuring that each certification of debt sent to a paying agency 
is consistent with the pre-offset notice (Sec.  204.33, Pre-offset 
notice).
    (ii) Obtaining hearing officials from other agencies pursuant to 
Sec.  204.36, Granting of a pre-offset hearing.
    (iii) Ensuring that hearings are properly scheduled.

[58 FR 38520, July 19, 1993, as amended at 66 FR 54132, Oct. 26, 2001]



Sec.  204.44  Interest, penalties, and administrative costs.

    Charges may be assessed for interest, penalties, and administrative 
costs in accordance with the Federal Claims Collection Standards, 31 CFR 
901.9.

[58 FR 38520, July 19, 1993, as amended at 66 FR 54132, Oct. 26, 2001]



                       Subpart C_Tax Refund Offset

    Authority: 31 U.S.C. 3720A, 31 CFR 285.2(c).

    Source: 58 FR 64372, Dec. 7, 1993, unless otherwise noted.



Sec.  204.50  Purpose.

    This subpart establishes procedures for the Commission's referral of 
past-due legally enforceable debts to the Department of the Treasury's 
Financial Management Service (FMS) for offset against the income tax 
refunds of the debtor.

[66 FR 54132, Oct. 26, 2001]



Sec.  204.51  [Reserved]



Sec.  204.52  Notification of intent to collect.

    (a) Notification before tax refund offset. Reduction of an income 
tax refund will be made only after the Commission makes a determination 
that an amount is owed and past-due and gives or makes a reasonable 
attempt to give the debtor 60 days written notice of the intent to 
collect by tax refund offset.
    (b) Contents of notice. The Commission's notice of intent to collect 
by tax refund offset (Notice of Intent) will state:
    (1) The amount of the debt;
    (2) That unless the debt is repaid within 60 days from the date of 
the Commission's Notice of Intent, the Commission intends to collect the 
debt by requesting a reduction of any amounts payable to the debtor as a 
Federal income tax refund by an amount equal to the amount of the debt 
and all accumulated interest and other charges;
    (3) A mailing address for forwarding any written correspondence and 
a contact name and a telephone number for any questions; and
    (4) That the debtor may present evidence to the Commission that all 
or

[[Page 232]]

part of the debt is not past due or legally enforceable by:
    (i) Sending a written request for a review of the evidence to the 
address provided in the notice;
    (ii) Stating in the request the amount disputed and the reasons why 
the debtor believes that the debt is not past due or is not legally 
enforceable; and
    (iii) Including in the request any documents that the debtor wishes 
to be considered or stating that the additional information will be 
submitted within the remainder of the 60-day period.
    (c) To the extent that a debt owed has not been established by 
judicial or administrative order, a debtor may dispute the existence or 
amount of the debt or the terms of repayment. With respect to debts 
established by a judicial or administrative order, Commission review 
will be limited to issues concerning the payment or other discharge of 
the debt.

[58 FR 64372, Dec. 7, 1993, as amended at 66 FR 54132, Oct. 26, 2001; 66 
FR 56383, Nov. 7, 2001]



Sec.  204.53  [Reserved]



Sec.  204.54  Commission action as a result of consideration of 
evidence submitted in response to the notice of intent.

    (a) Consideration of evidence. If, as a result of the Notice of 
Intent, the Commission receives notice that the debtor will submit 
additional evidence or receives additional evidence from the debtor 
within the prescribed time period, tax refund offset will be stayed 
until the Commission can:
    (1) Consider the evidence presented by the debtor; and
    (2) Determine whether or not all or a portion of the debt is still 
past due and legally enforceable; and
    (3) Notify the debtor of its determination.
    (b) Commission action on the debt. (1) The Commission will notify 
the debtor of its intent to refer the debt to the IRS for offset against 
the debtor's Federal income tax refund if it sustains its decision that 
the debt is past-due and legally enforceable. The Commission will also 
notify the debtor whether the amount of the debt remains the same or is 
modified; and
    (2) The Commission will not refer the debt to the IRS for offset 
against the debtor's Federal income tax refund if it reverses its 
decision that the debt is past due and legally enforceable.

[58 FR 64372, Dec. 7, 1993, as amended at 66 FR 54132, Oct. 26, 2001]



Sec.  204.55  Change in notification to Financial Management Service.

    After the Commission sends FMS notification of an individual's 
liability for a debt, the Commission will promptly notify FMS of any 
change in the notification, if the Commission:
    (a) Determines that an error has been made with respect to the 
information contained in the notification;
    (b) Receives a payment or credits a payment to the account of the 
debtor named in the notification that reduces the amount of the debt 
referred to FMS for offset; or
    (c) If the debt amount is otherwise incorrect, except that the 
amount of a debt referred to FMS will not be increased unless the 
Commission has complied with the due process requirements of this 
subpart and the Federal Claims Collection Standards as to the amount of 
the increase.

[66 FR 54132, Oct. 26, 2001]



Sec.  204.56  Administrative charges.

    To the extent permitted by law, all administrative charges incurred 
in connection with the referral of the debts for tax refund offset will 
be assessed on the debt and thus increase the amount of the offset.

[66 FR 54132, Oct. 26, 2001]



Sec. Sec.  204.57-204.59  [Reserved]



                Subpart D_Administrative Wage Garnishment

    Authority: 31 U.S.C. 3720D, 31 CFR 285.11(f).

    Source: 66 FR 54132, Oct. 26, 2001, unless otherwise noted.



Sec.  204.60  Purpose.

    This subpart provides procedures for the Commission to collect money 
from

[[Page 233]]

a debtor's disposable pay by means of administrative wage garnishment to 
satisfy a delinquent nontax debt owed to the United States.



Sec.  204.61  Scope.

    (a) The receipt of payments pursuant to this subpart does not 
preclude the Commission from pursuing other debt collection remedies, 
including the offset of Federal payments to satisfy a delinquent nontax 
debt owed to the United States. The Commission may pursue such debt 
collection remedies separately or in conjunction with administrative 
wage garnishment.
    (b) This subpart does not apply to the collection of delinquent 
nontax debt owed to the United States from the wages of Federal 
employees from their Federal employment. Federal pay is subject to the 
Federal salary offset procedures set forth in 5 U.S.C. 5514 and other 
applicable laws.



Sec.  204.62  Definitions.

    The following definitions apply to this subpart:
    Debt or delinquent nontax debt means any money, funds or property 
that has been determined to be owed to the Commission by an individual 
that has not been paid by the date specified in the demand or order for 
payment, or applicable agreement. For purposes of this subpart, the 
terms ``debt'' and ``claim'' are synonymous.
    Disposable pay means that part of the debtor's compensation 
(including, but not limited to, salary, bonuses, commissions, and 
vacation pay) from an employer remaining after the deduction of health 
insurance premiums and any amounts required by law to be withheld. For 
purposes of this subpart, ``amounts required by law to be withheld'' 
include amounts for deductions such as social security taxes and 
withholding taxes, but do not include any amount withheld pursuant to a 
court order.
    Employer means a person or entity that employs the services of 
others and that pays their wages or salaries. The term employer 
includes, but is not limited to, State and local Governments, but does 
not include an agency of the Federal Government.
    Garnishment means the process of withholding amounts from an 
employee's disposable pay and the paying of those amounts to a creditor 
in satisfaction of a withholding order.
    Withholding order means any order for withholding or garnishment of 
pay issued by an agency, or judicial or administrative body. For 
purposes of this subpart, the terms ``wage garnishment order'' and 
``garnishment order'' have the same meaning as ``withholding order.''



Sec.  204.63  Notice.

    (a) At least 30 days before the initiation of garnishment 
proceedings, the Commission will mail, by first class mail to the 
debtor's last known address, a written notice informing the debtor of:
    (1) The nature and amount of the debt;
    (2) The Commission's intention to initiate proceedings to collect 
the debt through deductions from pay until the debt and all accumulated 
interest, penalties and administrative costs are paid in full; and
    (3) An explanation of the debtor's rights, including those set forth 
in paragraph (b) of this section, and the time frame within which the 
debtor may exercise these rights.
    (b) The debtor will be afforded the opportunity:
    (1) To inspect and copy records related to the debt;
    (2) To enter into a written repayment agreement with the Commission, 
under terms agreeable to the Commission; and
    (3) To the extent that a debt owed has not been established by 
judicial or administrative order, to request a hearing concerning the 
existence or amount of the debt or the terms of the debt's repayment 
schedule. With respect to debts established by a judicial or 
administrative order, a debtor may request a hearing concerning the 
payment or other discharge of the debt. The debtor is not entitled to a 
hearing concerning the terms of the proposed repayment schedule if these 
terms have been established by written agreement under paragraph (b)(2) 
of this section.

[[Page 234]]

    (c) The notice required by this section may be included with the 
Commission's demand letter required by subpart A of this part.
    (d) The Commission will keep a copy of the certificate of service 
indicating the date of mailing of the notice.



Sec.  204.64  Hearing.

    (a) Request for hearing. The Commission will order a hearing, which 
at the Commission's option may be oral or written, if the debtor submits 
a written request for a hearing concerning, for debts not previously 
established by judicial or administrative order, the existence or amount 
of the debt or the terms of the repayment schedule (for repayment 
schedules established other than by written agreement under Sec.  
204.63(b)(2)), or for debts established by judicial or administrative 
order, the payment or other discharge of the debt.
    (b) Type of hearing or review. (1) For purposes of this subpart, 
whenever the Commission is required to afford a debtor a hearing, the 
Commission will provide the debtor with a reasonable opportunity for an 
oral hearing when the Commission determined that the issues in dispute 
cannot be resolved by review of the documentary evidence, for example, 
when the validity of the claim turns on the issue of credibility or 
veracity.
    (2) If the Commission determines that an oral hearing is 
appropriate, the time and location of the hearing shall be established 
by the Commission. An oral hearing may, at the debtor's option, be 
conducted either in-person or by telephone conference. All travel 
expenses incurred by the debtor in connection with an in-person hearing 
will be borne by the debtor. All telephonic charges incurred during the 
hearing will be the responsibility of the agency.
    (3) In those cases when an oral hearing is not required by this 
section, the Commission will nevertheless accord the debtor a ``paper 
hearing,'' that is, the Commission will decide the issues in dispute 
based upon a review of the written record.
    (c) Effect of timely request. Subject to paragraph (l) of this 
section, if the debtor's written request is received by the Commission 
on or before the 15th business day following the mailing of the notice 
of the Commission's intent to seek garnishment, the Commission will not 
issue a withholding order until the debtor has been provided the 
requested hearing, and a decision in accordance with paragraphs (i) and 
(j) of this section has been rendered.
    (d) Failure to timely request a hearing. If the debtor's written 
request is received by the agency after the 15th business day following 
the mailing of the notice of the Commission's intent to seek 
garnishment, the Commission shall provide a hearing to the debtor. 
However, the Commission will not delay issuance of a withholding order 
unless the Commission determines that the delay in filing the request 
was caused by factors over which the debtor had no control, or the 
Commission receives information that the Commission believes justifies a 
delay or cancellation of the withholding order.
    (e) Hearing official. All hearings shall be presided over by the 
Commission, or if the Commission so orders, by a hearing official. When 
the Commission designates that the hearing official 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.
    (f) Procedure. After the debtor requests a hearing, the hearing 
official shall notify the debtor of:
    (1) The date and time of a telephonic hearing;
    (2) The date, time, and location of an in-person oral hearing; or
    (3) The deadline for the submission of evidence for a written 
hearing.
    (g) Burden of proof. (1) The Commission will have the burden of 
going forward to prove the existence or amount of the debt.
    (2) Thereafter, if the debtor disputes the existence or amount of 
the debt, the debtor must prove by a preponderance of the evidence that 
no debt exists or that the amount of the debt is incorrect. In addition, 
the debtor may present evidence that the terms of the repayment schedule 
are unlawful, would cause a financial hardship to the debtor, or that 
collection of the debt may not be pursued due to operation of law.

[[Page 235]]

    (h) Record. The hearing official will maintain a record of any 
hearing provided under this section. A hearing is not required to be a 
formal evidentiary-type hearing, however, witnesses who testify in oral 
hearings will do so under oath or affirmation.
    (i) Date of decision. The hearing official shall issue a written 
opinion stating his or her decision, as soon as practicable, but not 
later than sixty (60) days after the date on which the request for such 
hearing was received by the Commission. If the Commission is unable to 
provide the debtor with a hearing and a decision is not rendered within 
sixty (60) days after the receipt of the request for such hearing:
    (1) A withholding order will not be issued until the hearing is held 
and a decision rendered; or
    (2) If a withholding order had previously been issued to the 
debtor's employer, the withholding order will be suspended beginning on 
the 61st day after the receipt of the hearing request and continuing 
until a hearing is held and a decision is rendered.
    (j) Content of decision. The written decision shall include:
    (1) A summary of the facts presented;
    (2) The findings, analysis and conclusions; and
    (3) The terms of any repayment schedules, if applicable.
    (k) Finality of agency action. Unless the Commission on its own 
initiative orders review of a decision by a hearing official pursuant to 
17 CFR 201.431(c), a decision by a hearing official shall become the 
final decision of the Commission for the purpose of judicial review 
under the Administrative Procedure Act.
    (l) Failure to appear. In the absence of good cause shown, a debtor 
who fails to appear at a scheduled hearing will be deemed as not having 
timely filed a request for a hearing.



Sec.  204.65  Wage garnishment order.

    (a) Unless the Commission receives information that the Commission 
believes justifies a delay or cancellation of the withholding order, the 
Commission will send, by first class mail, a withholding order to the 
debtor's employer within 30 days after the debtor fails to make a timely 
request for a hearing (i.e., within 15 business days after the mailing 
of the notice of the Commission's intent to seek garnishment) or, if a 
timely request for a hearing is made by the debtor, within 30 days after 
a decision to issue a withholding order becomes final.
    (b) The withholding order sent to the employer will be in the form 
prescribed by the Secretary of the Treasury, on the Commission's 
letterhead, and signed by the Chairperson or his or her delegatee. The 
order will contain the information necessary for the employer to comply 
with the withholding order. This information includes the debtor's name, 
address, and social security number, as well as instructions for 
withholding and information as to where payments should be sent.
    (c) The Commission will keep a copy of the certificate of service 
indicating the date of mailing of the order.
    (d) Certification by employer. Along with the withholding order, the 
Commission will send to the employer a certification in a form 
prescribed by the Secretary of the Treasury. The employer shall complete 
and return the certification to the Commission within the time frame 
prescribed in the instructions to the form. The certification will 
address matters such as information about the debtor's employment status 
and disposable pay available for withholding.
    (e) Amounts withheld. (1) After receipt of the garnishment order 
issued under this section, the employer shall deduct from all disposable 
pay paid to the applicable debtor during each pay period the amount of 
garnishment described in paragraph (e)(2) of this section.
    (2) Subject to the provisions of paragraphs (e)(3) and (e)(4) of 
this section, the amount of garnishment shall be the lesser of:
    (i) The amount indicated on the garnishment order up to 15% of the 
debtor's disposable pay; or
    (ii) The amount set forth in 15 U.S.C. 1673(a)(2) (Restriction on 
Garnishment). The amount set forth at U.S.C. 1673(a)(2) is the amount by 
which the debtor's disposable pay exceeds an amount equivalent to thirty 
times the minimum wage See 29 CFR 870.10.

[[Page 236]]

    (3) When a debtor's pay is subject to withholding orders with 
priority, the following shall apply:
    (i) Unless otherwise provided by Federal law, withholding orders 
issued under this section shall be paid in the amounts set forth under 
paragraph (e)(2) of this section and shall have priority over other 
withholding orders which are served later in time. However, withholding 
orders for family support shall have priority over withholding orders 
issued under this section.
    (ii) If amounts are being withheld from a debtor's pay pursuant to a 
withholding order served on an employer before a withholding order 
issued pursuant to this section, or if a withholding order for family 
support is served on an employer at any time, the amounts withheld 
pursuant to the withholding order issued under this section shall be the 
lesser of:
    (A) The amount calculated under paragraph (e)(2) of this section; or
    (B) An amount equal to 25% of the debtor's disposable pay less the 
amount(s) withheld under the withholding order(s) with priority.
    (iii) If a debtor owes more than one debt to the Commission, the 
Commission may issue multiple withholding orders. The total amount 
garnished from the debtor's pay for such orders will not exceed the 
amount set forth in paragraph (e)(2) of this section.
    (4) An amount greater than that set forth in paragraphs (e)(2) and 
(e)(3) of this section may be withheld upon the written consent of the 
debtor.
    (5) The employer shall promptly pay to the Commission all amounts 
withheld in accordance with the withholding order issued pursuant to 
this section.
    (6) An employer shall not be required to vary its normal pay and 
disbursement cycles in order to comply with the withholding order.
    (7) Any assignment or allotment by the employee of the employee's 
earnings shall be void to the extent it interferes with or prohibits 
execution of the withholding order under this section, except for any 
assignment or allotment made pursuant to a family support judgment or 
order.
    (8) The employer shall withhold the appropriate amount from the 
debtor's wages for each pay period until the employer receives 
notification from the Commission to discontinue wage withholding. The 
garnishment order shall indicate a reasonable period of time within 
which the employer is required to commence wage withholding.
    (f) Exclusions from garnishment. The Commission will not garnish the 
wages of a debtor it knows has been involuntarily separated from 
employment until the debtor has been reemployed continuously for at 
least 12 months. The debtor has the burden of informing the Commission 
of the circumstances surrounding an involuntary separation from 
employment.
    (g) Financial hardship. (1) A debtor whose wages are subject to a 
wage withholding order under this section, may, at any time, request a 
review by the Commission of the amount garnished, based on materially 
changed circumstances such as disability, divorce, or catastrophic 
illness which result in financial hardship.
    (2) A debtor requesting a review under t