Information to be furnished security holders.

Requirements as to proxy.

Presentation of information in

proxy statement.

Sec. 240.15b1-5

Sec.

240.14a-3

240.14a-4

240.14a-5

240.14a-6

Material required to be filed.

240.15b2-1

240.15b3-1

240.15b6-1 240.15b7-1

Consent to service of process to be furnished by non-resident brokers or dealers and by nonresident general partners or managing agents of brokers or dealers.

Adoption of application filed by predecessor.

Amendments to applications. Withdrawal from registration. Proceedings under sections 15 (b), 15A(1) (2), and 19(a) (3) of the act.

240.15b8-1 Qualifications and fees relating to brokers or dealers who are not members of a national securities association. Fees for registered brokers and dealers who are not members of a registered national securities association.

240.15b8-2

OTHER REPORTS

240.15d-10

Interim reports.

Current reports on Form 8-K.

Quarterly reports of investment

companies.

240.15d-13

Semi-annual reports on Form

9-K.

Sec. 240.16b 4

240.16b-5

240.16b-6

240.16b-7

240.16b-8

240.16b-9

Exemption from section 16(b)
of certain transactions by pub-
lic utility holding companies
and subsidiaries thereof.
Exemption from section 16(b)
of certain transactions in
which securities are received
by redeeming other securities.
Exemption of long term profits
incident to sales within six
months of the exercise of an
option.
Exemption from section 16(b)
of certain acquisitions and
dispositions of securities pur-
suant to mergers or consolida-
tions.

Exemption from section 16(b) of transactions involving the deposit or withdrawal of equity securities under a voting trust or deposit agreement. Exemption from section 16 (b) of transactions involving the conversion of equity securities. 240.16b-10 Exemption from section 16(b) of certain transactions of exchange by railroads incident to unifications, mergers and acquisitions of control approved by the Interstate Commerce Commission.

EXEMPTION OF CERTAIN SECURITIES FROM
SECTION 16(c)

240.16c-1

Exemption from section 16 of securities purchased or sold by odd-lot dealers.

240.16c-2

PRESERVATION OF RECORDS AND REPORTS OF CERTAIN STABILIZING ACTIVITIES

240.17a-4

240.17a-5

240.17a-6

240.17a-7

AUTHORITY: The provisions of this Part 240 issued under sec. 23, 48 Stat. 901, as amended; 15 U.S.C. 78w, unless otherwise noted. §§ 240.12b-1 to 240.12b-36 also issued under secs. 12, 13, 15, 48 Stat. 892, as amended, 894, 895, as amended; 15 U.S.C. 781, 78m, 780. §§ 240.14c-1 to 240.14c-101 also issued under sec. 14, 48 Stat. 895; 15 U.S.C. 78n.

NOTE: In §§ 240.0-1 to 240.24b-3, the numbers to the right of the decimal point correspond with the respective rule numbers of the rules and regulations under the Securities Exchange Act of 1934.

RULES OF GENERAL APPLICATION

(a) As used in the rules and regulations in this part, prescribed by the Commission pursuant to title I of the Securities Exchange Act of 1934 (48 Stat. 881-905; 15 U.S.C. chapter 2B), unless the context otherwise specifically requires:

(1) The term "Commission" means the Securities and Exchange Commission.

(2) The term "act" means title I of the Securities Exchange Act of 1934.

(3) The term "section" refers to a section of the Securities Exchange Act of 1934.1

1 The provisions of subparagraph (3) of paragraph (a) relate to the terminology of rules and regulations as published by the Securities and Exchange Commission and are inapplicable to the terminology appearing in the Code of Federal Regulations.

(4) The term "rules and regulations" refers to all rules and regulations adopted by the Commission pursuant to the act, including the forms for registration and reports and the accompanying instructions thereto.

(b) Unless otherwise specifically stated, the terms used in this part shall have the meaning defined in the act.

(c) A rule or regulation which defines a term without express reference to the act or to the rules and regulations, or to a portion thereof, defines such term for all purposes as used both in the act and in the rules and regulations, unless the context otherwise specifically requires.

(d) Unless otherwise specified or the context otherwise requires, the term "prospectus" means a prospectus meeting the requirements of section 10(a) of the Securities Act of 1933 as amended. [13 F.R. 8178, Dec. 22, 1948, as amended at 13 F.R. 9321, Dec. 31, 1948; 19 F.R. 6730, Oct. 20, 1954]

CROSS REFERENCES: For definition of "listed", see § 240.3b-1; "officer", § 240.3b-2; "short sale", § 240.3b-3. For additional definitions, see § 240.15c1-1.

The principal office of the Commission at Washington, D.C., is open each day except Saturdays, Sundays, and holidays from 9:00 a.m. to 5:30 p.m. eastern standard time or eastern daylight saving time whichever is currently in effect in Washington.

[13 F.R. 9321, Dec. 31, 1948]

CROSS REFERENCES: For registration and exemption of exchanges, see §§ 240.6a-1 to 240.6a-3. For forms for permanent registration of securities, see § 240.12b-1. For regulations relating to registration of securities, see §§ 240.12b-1 to 240.12b-36. For forms for applications for registration of brokers and dealers, see §§ 240.15b1-1 to 240.15b8-1.

§ 240.0-3 Filing of material with the Commission.

All papers required to be filed with the Commission pursuant to the act or the rules and regulations thereunder shall be filed at its principal office in Washington, D.C. Material may be filed by delivery to the Commission, through the mails or otherwise. The date on which papers are actually received by the Commission shall be the date of filing thereof if all of the requirements with

respect to the filing have been complied with.

[13 F.R. 9321, Dec. 31. 1948]

§ 240.0-4

Nondisclosure of information obtained in examinations and investigations.

Information or documents obtained by officers or employees of the Commission in the course of any examination or investigation pursuant to section 17(a) (48 Stat. 897, sec. 4, 49 Stat. 1379; 15 U.S.C. 78q(a)) or 21(a) (48 Stat 899; 15 U.S.C. 78u(a)) shall, unless made a matter of public record, be deemed confidential. Officers and employees are hereby prohibited from making such confidential information or documents or any other non-public records of the Commission available to anyone other than a member, officer, or employee of the Commission, unless the Commission authorizes the disclosure of such information or the production of such documents as not being contrary to the public interest. Any officer or employee who is served with a subpoena requiring the disclosure of such information or the production of such documents shall appear in court and, unless the authorization described in the preceding sentence shall have been given, shall respectfully decline to disclose the information or produce the documents called for, basing his refusal upon this section. Any officers or employee who is served with such a subpoena shall promptly advise the Commission of the service of such subpoena, the nature of the information or documents sought, and any circumstances which may bear upon the desirability of making available such information or documents.

[13 F.R. 8179, Dec. 22, 1948, as amended at 26 F.R. 3102, Apr. 12, 1961]

CROSS REFERENCE: For nondisclosure of information filled with the Commission and with an exchange, see § 240.24b-2.

§ 240.0-5 Reference to rule by obsolete designation.

Wherever in any rule, form, or instruction book specific reference is made to a rule by number or other designation which is now obsolete, such reference shall be deemed to be made to the corresponding rule or rules in the existing general rules and regulations. [13 F.R. 8179, Dec. 22, 1948]

§ 240.0-6 Disclosure detrimental to the national security.

(a) Any requirement to the contrary notwithstanding, no application for registration, registration statement, report, proxy statement or other document filed with the Commission or any securities exchange shall contain any document or information that has been classified or determined by an appropriate department or agency of the United States to require protection in the interests of national defense.

(b) Where a document is omitted pursuant to paragraph (a) of this section, there shall be filed, in lieu of such document, a statement from an appropriate department or agency of the United States to the effect that such document has been classified or that the status of such document is awaiting determination. Where a document is omitted pursuant to paragraph (a) of this section, but information relating to the subject-matter of such document is nevertheless included in material filed with the Commission pursuant to a determination of an appropriate department or agency of the United States that disclosure of such information would not be contrary to the interests of national defense, a statement to that effect shall be submitted for the information of the Commission.

(c) The Commission may protect any information in its possession which may require classification in the interests of national defense pending determination by an appropriate department or agency as to whether such information should be classified.

[20 F.R. 7035, Sept. 20, 1955, as amended at 30 F.R. 2022, Feb. 13, 1965. Redesignated, 30 F.R. 2022, Feb. 13, 1965]

§ 240.0-7 Consent to service of process to be furnished by non-resident investment advisers and by non-resident investment general partners or managing agents of investment advisers. (a) Each non-resident investment adviser registered or applying for registration pursuant to section 203 of the Investment Advisers Act of 1940, each nonresident general partner of an investment adviser partnership which is registered or applying for registration, and each non-resident managing agent of any other unincorporated investment adviser which is registered or applying for registration, shall furnish to the

Commission, in a form prescribed by or acceptable to it, a written irrevocable consent and power of attorney which (1) designates the Securities and Exchange Commission as an agent upon whom may be served any process, pleadings, or other papers in any civil suit or action brought in any appropriate court in any place subject to the jurisdiction of the United States, where the cause of action (i) accrues on or after the effective date of this section, (ii) arises out of any activity, in any place subject to the jurisdiction of the United States, occurring in connection with the conduct of business of an investment adviser, and (iii) is founded, directly or indirectly, upon the provisions of the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, the Investment Advisers Act of 1940, or any rule or regulation under any of said acts; and (2) stipulates and agrees that any such civil suit or action may be commenced by the service of process upon the Commission and the forwarding of a copy thereof as provided in paragraph (c) of this section, and that the service as aforesaid of any such process, pleadings, or other papers upon the Commission shall be taken and held in all courts to be as valid and binding as if due personal service thereof had been made.

(b) The required consent and power of attorney shall be furnished to the Commission within the following period of time:

(1) Each non-resident investment adviser registered at the time this section becomes effective, and each non-resident general partner or managing agent of an unincorporated investment adviser registered at the time this section becomes effective, shall furnish such consent and power of attorney within 60 days after such date;

(2) Each investment adviser applying for registration after the effective date of this section shall furnish, at the time of filing such application, all the consents and power of attorney required to be furnished by such investment adviser and by each general partner or managing agent thereof: Provided, however, That where an application for registration of an investment adviser is pending at the time this rule becomes effective such consents and powers of attorney shall be furnished within 30 days after this section becomes effective.

(3) Each investment adviser registered or applying for registration who or which becomes a non-resident investment adviser after the effective date of this section, and each general partner or managing agent, of an unincorporated investment adviser registered or applying for registration, who becomes a nonresident after the effective date of this section shall furnish such consent and power of attorney within 30 days thereafter.

(c) Service of any process, pleadings or other papers on the Commission under this part shall be made by delivering the requisite number of copies thereof to the Secretary of the Commission or to such other person as the Commission may authorize to act in its behalf. Whenever any process, pleadings or other papers as aforesaid are served upon the Commission, it shall promptly forward a copy thereof by registered or certified mail to the appropriate defendants at their last address of record filed with the Commission. The Commission shall be furnished a sufficient number of copies for such purpose, and one copy for its file.

(d) For purposes of this section the following definitions shall apply:

(1) The term "investment adviser" shall have the meaning set out in section 202 (a) (11) of the Investment Advisers Act of 1940.

(2) The term "managing agent" shall mean any person, including a trustee, who directs or manages or who participates in the directing or managing of the affairs of any unincorporated organization or association which is not a partnership.

(3) The term "non-resident investment adviser" shall mean (i) in the case of an individual, one who resides in or has his principal place of business in any place not subject to the jurisdiction of the United States; (ii) in the case of a corporation, one incorporated in or having its principal place of business in any place not subject to the jurisdiction of the United States; (iii) in the case of a partnership or other unincorporated organization or association, one having its principal place of business in any place not subject to the jurisdiction of the United States.

(4) A general partner or managing agent of an investment adviser shall be deemed to be a nonresident if he resides