Company Act of 1940 the administration and enforcement of all matters relating to establishing and requiring adherence to standards of economic and financial reporting and the administration and enforcement 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 below:

(a) All matters relating to the Commission's responsibilities under Chapters X and XI of the Bankruptcy Act, including representation of the Commission in the United States District Courts in cases involving those chapters.

(b) The administration and enforcement of all matters arising under the Public Utility Holding Company Act of 1935, except:

(1) The examination and processing of proxy solicitation material which is subject to Regulation 14 (§§ 240.14a-1 to 240.14a-11 of this chapter) adopted under the Securities Exchange Act of 1934.

(2) The examination and processing of ownership reports filed under section 17(a).

(c) The administration and enforcement of all matters arising under the Investment Company Act of 1940, except those arising under section 30(f) of that Act.

(d) All matters under the Securities Act of 1933 arising from or pertaining to material filed pursuant to the requirements of that Act by investment companies registered under the Investment Company Act of 1940.

(e) All matters arising under the Securities Exchange Act of 1934, except the examination and processing of ownership reports filed under section 16(a) of the Act, pertaining to investment companies registered under the Investment Company Act of 1940, in connection with:

(1) The registration of securities on national securities exchanges pursuant to section 12.

(2) The examination and processing of periodic reports filed pursuant to sections 13 and 15(d).

(3) The examination and processing of proxy soliciting material pursuant to section 14.

(4) The denial or suspension of registration of securities listed on national securities exchanges, pursuant to sec

tion 19(a) (2), arising from failure to comply with the reporting provisions of the Act.

(f) All matters pertaining to investment companies registered under the Investment Company Act of 1940 arising under the Trust Indenture Act of 1939. [29 F.R. 15282, Nov. 14, 1964]

§ 200.21 The General Counsel.

The General Counsel is the chief legal officer of the Commission and is responsible to the Commission for the representation of the Commission in judicial proceedings in which it is involved as a party or as amicus curiae, directing and supervising all civil litigation in the United States District Courts (except District Court proceedings under Chapter X of the Bankruptcy Act), and representing the Commission in all cases in Appellate Courts. He is responsible, in collaboration with the Director of the Division of Trading and Markets, for the review of cases to be referred to the Department of Justice with a recommendation for criminal prosecution. In addition, in appropriate cases he is responsible for advising the Commission at its request or at the request of any Division Director or Office Head, or on his own motion, with respect to interpretations involving novel questions of law; for the conduct of administrative proceedings relating to the disqualification of professional persons from practice before the Commission; and for the preparation of Commission comments to the Congress upon pending legislation. He also is 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 also has responsibility with the Director of the Office of Opinions and Review in dealing with general problems arising under the Administrative Procedure Act, including the revision or adoption of rules of practice, and with the Director of Personnel with respect to the administration of Rule 6 of the Regulation Regarding Conduct of Members and Employees and Former Members and Employees.

(Secs. 1, 2, 76 Stat. 394, 395; 15 U.S.C. 78d-1, 78d-2) [27 F.R. 12712, Dec. 22, 1962, as amended at 28 F.R. 14493, Dec. 31, 1963; 29 F.R. 5276, Apr. 17, 1964]

§ 200.22 The Chief Accountant.

The Chief Accountant of the Commission is the chief accounting officer of the Commission and is responsible to the Commission for all accounting and auditing matters arising in the administration of the Acts administered by the Commission, particularly with respect to new accounting policy determinations, the form and content of financial statements to be filed with the Commission, and the supervision of procedures to be followed in audit or accounting investigations conducted by the Commission staff. He is responsible for recommending the institution of administrative proceedings relating to the disqualification of accountants to practice before the Commission, and for assisting counsel in the conduct of such proceedings, and, in appropriate cases, for consultation and advice in the preparation of formal Commission opinions involving accounting and auditing matters.

§ 200.23 Special Study of Securities Markets.

The Director of the Special Study of Securities Markets is responsible to the Commission for (a) the study and investigation of the securities markets pursuant to Public Law 87-196 of September 5, 1961, and (b) the preparation of its report to the Congress, together with such recommendations for legislation as the Commission may deem necessary. § 200.24 Office of the Comptroller.

The Comptroller is responsible to the Chairman and/or the Commission for the financial management and programming functions of the Commission including: budgeting, accounting, machine tabulation and certain program management areas. He serves as liaison with the Bureau of the Budget, Appropriations Committees, Treasury Department and General Accounting Office on all financial and programming matters. $ 200.25 Office of Personnel.

This Office is under the supervision of the Director of Personnel, who is responsible to the Chairman for the development and execution of the personnel programs of the Commission. These programs include recruitment, placement and staffing; position classification and wage administration; employee development and training; employeemanagement relations; health; and incentive awards. He also is the Commis

sion's liaison officer with the Civil Service Commission, professional organizations and other governmental agencies on personnel matters. He is responsible for the administration of the Regulation Regarding Conduct of Members and Employees and Former Members and Employees, except that with respect to Rule 6 thereof he has joint responsibility with the General Counsel.

§ 200.26 Office of Records and Service.

This Office is under the supervision of the Records and Service Officer, who is responsible to the Chairman for the developments and execution of the Commission's records management and office services programs. He is the official custodian of all documents originated or received by the Commission and he is responsible for the authentication of all documents and for responding to requests for the production of records at administrative or judicial proceedings. He also serves as the Custodial Security Officer responsible for the protection of all security material made or received by the Commission; the Safety Officer responsible for the protection of Commission property and personnel; and the Civil Defense Coordinator responsible for planning for the Commission's functions and relocation under emergency conditions. He serves as the Commission's liaison officer with the General Services Administration, the Government Printing Office, the Joint Committee on Printing, the Office of Emergency Planning and other Federal and local government agencies in matters under his jurisdiction.

§ 200.27 The Regional Administrators.

Each Regional Administrator is responsible for executing the Commission's programs within his geographic region as set forth below (except as specified below with regard to matters arising under Chapters X and XI of the Bankruptcy Act), subject to policy direction and review by the Division Directors, the General Counsel and the Chief Accountant. The Regional Administrator's 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, investment advisers and investment companies including the examination of reports filed under § 240.17a-5 of

this chapter; the examination and processing of filings under §§ 230.251 to 230.262 of this chapter issued pursuant to section 3(b) of the Securities Act of 1933; the prosecution of injunctive actions in United States District Courts and administrative proceedings before Hearing Examiners; the rendering of assistance to United States Attorneys in criminal cases; and the making of the Commission's facilities more readily available to the public in that region. In addition, the New York Regional Administrator is responsible for the participation in proceedings under Chapters X and XI of the Bankruptcy Act in the New York and Boston Regions, and in the State of Pennsylvania; the Chicago Regional Administrator in Chicago, Fort Worth and Denver Regions, except for the State of Utah; and the San Francisco Regional Administrator in the San Francisco and Seattle Regions, plus the State of Utah.

§ 200.28 Issuance of instructions.

(a) Within the spheres of responsibilities heretofore set forth, Division and Office Heads, and all Regional Administrators may issue such definitive instructions as may be necessary pursuant to this section.

(b) All existing procedures and authorizations not inconsistent with this section shall continue in effect until and unless modified by definitive instructions issued pursuant to this paragraph.

§ 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 be made to the Office of the General Counsel for an expression of opinion prior to presentation of the matter to the Commission.

§ 200.30-1 Delegation of authority_to Director of Division of Corporation Finance.

Pursuant to the provisions of Public Law No. 87-592, 76 Stat. 394, the Securities and Exchange Commission hereby

86-035-68--6

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, § 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. 77b(c);

(2) To consent to the withdrawal of registration statements or amendments or exhibits thereto, pursuant to Rule 477, § 230.477 of this chapter:

(3) To grant applications for confidential treatment of contract provisions pursuant to Rule 485 under the Act, § 230.485 of this chapter:

(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 434A(g) thereunder, § 230.434a (g) of this chapter:

(5) Pursuant to section 8(a) of the Act, 15 U.S.C. 77h (a), regarding the following types of registration statements:

(1) Statements filed on Form S-12, § 239.19 of this chapter,

(ii) Statements filed on Form S-13, § 239.25 of this chapter,

(iii) Statements filed on Form S-14, § 239.23 of this chapter,

(iv) Statements filed in situations involving competitive bidding subject to Rule 415, § 230.415 of this chapter,

(v) Statements filed on any form where the issuer is subject to and is filing reports in compliance with the reporting requirements of section 13 or section 15 (d) of the Securities Exchange Act of 1934, 15 U.S.C. 78m and 780(d).

(a) To determine such registration statements to be effective within shorter periods of time than 20 days after filing thereof;

(b) To consent to the filing of amendments prior to the effective dates of such registration statements as parts thereof, or to determine that amendments filed prior to the effective dates of such 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;

(c) To determine to be effective applications for qualification of trust indentures filed therewith.

(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) To reduce the 90-day period with respect to transactions referred to in section 4(3) (B) of the Act.

(b) (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, or other documents in the course of any examination or investigation instituted by the Commission pursuant to section 19(b) of the Securities Act of 1933, 15 U.S.C. 77s (b), and section 21(b) of the Securities Exchange Act of 1934, 15 U.S.C. 78u(b), and section 8(e) of the Securities Act of 1933, 15 U.S.C. 77h(e);

(2) In nonpublic investigatory proceedings within the responsibility of the director, to grant requests of persons submitting data or evidence to retain or procure copies of their data or transcripts of their testimony pursuant to Rule 6 of the Commission's Rules Relating to Investigations, § 203.6 of this title.

(c) With respect to the Securities Act of 1933, 15 U.S.C. 77a et seq. and Regulation B thereunder, § 230.300 et seq. of this chapter.

(1) To authorize the issuance of orders temporarily suspending the effectiveness of offering sheets in the manner prescribed in Rule 340 (a) thereunder,

§ 230.340 (a) of this chapter;

(2) To issue notices of suspension of offering sheets and of opportunity for hearing thereon, in the manner prescribed in Rule 340 (a), § 230.340(a) of this chapter;

(3) To terminate temporary suspension orders issued by the Commission under Rule 340 (a), § 230.340 (a) of this chapter, and proceedings under Rule 340 (b), § 230.340 (b) of this chapter, prior to taking any evidence at any such hear

ing thereon when, as set forth in Rule 340 (c), § 230.340 (c) of this chapter, it appears that the offering sheet has been amended to cure the objections specified in the temporary suspension order or the notice instituting the proceeding;

(4) To authorize the issuance of orders granting requests for withdrawal of offering sheets, pursuant to Rule 350, § 230.350 of this chapter, when it appears that no sales of the securities described in said offering sheets have, in fact, been made;

(5) To authorize the issuance of orders declaring effective amendments to offering sheets filed in accordance with the provisions in Rule 352, § 230.352 of this chapter, and Rule 354, § 230.354 of this chapter;

(6) To authorize the issuance of orders terminating the effectiveness of offering sheets upon applications of persons filing them in compliance with the provisions of Rule 356, § 230.356 of this chapter.

(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 twentieth day after filing thereof applications for qualification of indentures filed on Form T-3 pursuant to section 307 of the Act, 15 U.S.C. 77ggg, and Rule 7a-1 thereunder, § 260.7a-1 of this chapter;

(2) To authorize the issuance of orders exempting certain securities from the provisions of the Act pursuant to sections 304 (c) and (d) thereof, 15 U.S.C. 77ddd (c) and (d) and Rule 4(c)-1 thereunder, § 260.4c-1 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, § 260.10b-2 of this chapter.

(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 thirty days after receipt of a certification pursuant to section 12(d) of the Act, 15 U.S.C. 781(d):

(2) Pursuant to instructions as to filnancial statements contained in forms adopted under the Act:

(1) To permit the omission 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) (1) To grant applications for confidential treatment of contract provisions under section 24(b) of the Act and Rule 24b-2 thereunder, § 240.24b-2 of this chapter;

(ii) To accord confidential treatment to material other than contract provisions filed pursuant to section 24b-2 thereunder, § 240.24b-2 of this chapter, but only when the Commission has previously by order granted confidential treatment to the same information;

(4) To authorize the use of forms of proxies, proxy statements or other soliciting material within periods of time less than that prescribed in Rule 14a-6, § 240.14a-6 of this chapter, Rule 14a-8 (d), § 240.14a-8(d) of this chapter and Rule 148-11, § 240.14a-11 of this chapter;

(5) To grant applications for exemptions from the operation of section 15(d) of the Act, 15 U.S.C. 780(d), pursuant to Rule 15d-20, § 240.15d-20 of this chapter, except when a hearing is requested.

(6) To accelerate at the request of the issuer the effective date of registration statements filed pursuant to section 12(g) of the Act:

(7) To issue notices of applications for exemptions under section 12(h) of the

Act.

(f) Notwithstanding anything in the foregoing:

(1) Matters arising under the Investment Company Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934 and the Trust Indenture Act of 1939 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;

(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.

(Secs. 1, 2, 76 Stat. 394, 395; 15 U.S.C. 78d-1, 78d-2) [29 F.R. 15283, Nov. 14, 1964, as amended at 29 F.R. 16187, Dec. 3, 1964; 31 F.R. 6588, May 3, 1966]

§ 200.30-2 Delegation of authority to Director of Division of Corporate Regulation.

Pursuant to the provisions of Public Law No. 87-592, 76 Stat. 394, the Securities and Exchange Commission hereby delegates, until the Commission orders otherwise, the following functions to the Director of the Division of Corporate Regulation, to be performed by him or under his direction by such person or persons as may be designated from time to time by the Chairman of the Commission:

(a) With respect to the Public Utility Holding Company Act of 1935, 15 U.S.C. 79a, et seq.:

(1) To issue notices with respect to applications or declarations under the following sections of the Act and the rules and regulations promulgated thereunder where, upon examination, the application or declaration 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 or consumers requires that a hearing be held:

(i) Section 2(a) (3), 15 U.S.C. 79b(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. 791(c) (3);

(x1) Section 10, 15 U.S.C. 79j;

(xii) Section 12(b), 15 U.S.C. 797(b); (xiii) Section 12(c), 15 U.S.C. 791(c); (xiv) Section 12(d), 15 U.S.C. 791(d); (xv) Section 12(e), 15 U.S.C. 791(e); (xvi) Section 12(f), 15 U.S.C. 791(f); xvii) Section 12(g), 15 U.S.C. 791(g); (xviii) Section 13(b), 15 U.S.C. 79m (b);

(xix) Section 13(c), 15 U.S.C. 79m (c); (xx) Section 13(d), 15 U.S.C. 79m (d); (xxi) Section 13 (e), 15 U.S.C. 79m (e);

(xxii) Section 13(f), 15 U.S.C. 79m (f).

(2) To authorize the issuance of orders where a notice has been issued and