ing under section 74 or 77B of this chapter, as amended, the Conservator shall have power—

"(i) To periodically inspect or audit the records of receivers, custodians, or trustees;

"(ii) To examine debtors, officers and employees of debtors, and other persons concerning the acts, conduct, or property of a debtor in connection with any such proceeding, and such other matters as may be pertinent to the consideration of any plan or proposal;

"(iii) To make examinations of such records and conduct such other examinations as he may deem necessary in connection with any such proceeding;

"(iv) To furnish such information and reports to the courts with respect to any such proceeding as the court may request or direct or as the Conservator may deem advisable;

"(v) To bring to the attention of the trustees, receivers, or custodians any facts ascertained which may be of assistance to the trustees, receivers, or custodians in the performance of their duties;

"(vi) To require such information or reports as he may deem necessary; "(vii) To petition the courts for the removal of trustees, receivers, and custodians and for other action regarding trustees when in his judgment the facts warrant.

The powers above enumerated are not in limitation of any powers elsewhere provided in this section.

"(3) The Conservator is authorized to prescribe and publish such rules and regulations as are necessary and appropriate, in his opinion, for carrying out and enforcing the provisions of this section. The rules and regulations prescribed by the Conservator shall be published in the Federal Register, and they may be altered, amended, or revoked by the Conservator.

"(4) For the purpose of any investigation or examination which, in the opinion of the Conservator, is necessary and proper for the enforcement of this section, the Conservator, or any officer or employee designated by him, is empowered to administer oaths and affirmations, take evidence, and require by subpena or otherwise the attendance of witnesses and the production of any books, papers, or documents which the Conservator deems relevant or material to the inquiry. Such attendance of witnesses and the production of such books, papers, or documents may be required from any place in the United States or any Territory at any designated place of hearing. In case of contumacy by, or refusal to obey a subpena issued to, any person, any district court of the United States (including the Supreme Court of the District of Columbia) within the jurisdiction of which such person guilty of contumacy or refusal to obey is found or resides, upon application by the Conservator may issue to such person an order requiring such person to appear before the Conservator, or officer or employee designated by him, there to produce books, papers, or documents, if so ordered, or there to give evidence touching the matter in question; and any failure to obey such order of the court may be punished by said court as a contempt thereof. No person shall be excused from attending and testifying or from producing books, papers, or documents in obedience to the subpena of the Conservator on the ground that the testimony or evidence required of him may tend to incriminate him or subject him to a penalty or forfeiture; but no individual shall be prosecuted or subjected to any penalty or forfeiture for or on account of any transaction, matter, or thing concerning which he is compelled, after having claimed his privilege against self-incrimination, to testify or produce evidence, except that such individual so testifying shall not be exempt from prosecution and punishment for perjury committed in so testifying. "(5) The Conservator is authorized. without regard to the provisions of the civil-service laws or the Classification Act of 1923, as amended, to employ and fix the compensation of all such persons as are necessary for the enforcement of this section. The Conservator shall appoint for such purpose only persons qualified by experience in duties similar to those required to be performed in such enforcement. Any power, function, or duty authorized by this section or by any other law to be exercised or performed by the Conservator may be exercised by any deputy under the direction of the Conservator. During any vacancy in the office of the Conservator and pending the appointment of his successor, or during the absence or inability of the Conservator, the Acting Conservator shall exercise and perform all powers, functions, and duties of the Conservator. The Conservator shall designate the order in which deputies shall be Acting Conservators. Any attorney or attorneys of the Conservator may be designated to act as counsel for the Conservator in his capacity as trustee, custodian, or receiver.

"(b) In any proceeding under section 74 or 77B of this chapter, as amended, involving an individual debtor or a debtor corporation, the judge shall, in the event the judge does not determine to continue the debtor in possession, appoint as trustee, custodian, or receiver, the Conservator, or one or more of a standing panel of individual trustees qualified for such service to be selected and designated for each district in advance by the Conservator, except that in any such proceeding where it is shown to the satisfaction of the judge that neither the Conservator nor any one of such standing panel would be able, by reason of unusual circumstances peculiar to such proceeding, to properly perform the duties of a trustee, custodian, or receiver, then the judge may appoint any other person as trustee, custodian, or receiver or as cotrustee, cocustodian, or coreceiver. In the case of proceedings pending on the date of enactment of this section, however, the provisions of this subdivision shall apply only to appointments of trustees, custodians, and receivers after such date.

"(c) Pursuant to appropriate orders or rules of procedure which shall be prescribed by the court, the Conservator shall be given due notice of all steps taken in connection with any proceeding under section 74 or 77B of this chapter, as amended, involving an individual debtor or a debtor corporation, and there shall be transmitted to the Conservator a copy of the petition in such proceeding, the answer, if any, the order approving or dismissing a petition, any order determining the time in which claims or interests of creditors may be filed or evidenced and allowed, any order for the division of creditors and stockholders into classes according to the nature of their respective claims and interests, all orders extending the time in which such claims may be filed or evidenced, any order for a hearing issued upon the report of a special master, any order fixing the time for confirming the plan of reorganization or proposal for a composition or extension, or dismissing the proceedings, any order adjudging the corporation to be solvent or insolvent, any order confirming the plan or directing the liquidation of the assets, and such other papers filed in the proceedings as the Conservator may request be transmitted to him. The Conservator shall have the right to be heard upon all questions with respect to which the debtor, any creditor or stockholder, or any intervening party, in any such proceeding, may be heard.

"(d) (1) No composition or extension proposal or reorganization plan, in any proceeding under section 74 or 77B of this chapter, as amended, involving an individual debtor or a debtor corporation, shall be confirmed by the court or approved by the court as fair and equitable, unless such plan or proposal has either been proposed by the Conservator, or has, not less than such number of days prior to being filed in the proceeding or submitted to the court or the judge, as the court may allow for the study, and investigation and examination provided for in paragraph (2) of this subdivision, been submitted to the Conservator.

(2) The Conservator shall, before the expiration of the time allowed by the court for the study, and examination and investigation provided for in this paragraph, either approve or disapprove such plan or proposal. In case of an approval by the Conservator he shall file a certificate of approval in the proceeding. In case of a disapproval by the Conservator he shall state his objections to the plan or proposal and make such recommendations with respect thereto, shall file the objections and recommendations in the proceeding, and shall take such further action not inconsistent with the provisions of this section as may be necessary in order that a fair and equitable plan or proposal may be developed. The Conservator shall not approve any plan of reorganization or proposal for a composition or extension unless he finds that such plan or proposal is fair and equitable, after a thorough study of such plan or proposal and a complete examination and investigation with respect thereto. In deciding whether any such plan or proposal is fair and equitable, the Conservator shall consider the actual consideration given by any creditors or stockholders for any interest, claim, or security to be affected by the plan or proposal, if in his opinion the investment in such interest, claim, or security and the provision made therefor in the plan or proposal materially affect the fairness of such plan or proposal.

"(e) In any proceeding under section 77B of this chapter, as amended, for the reorganization of a debtor corporation the Conservator shall be deemed to be a party in interest within the provisions of subdivision (f) of such section 77B. A composition or extension proposal or a reorganization plan in any proceeding under section 74 or 77B of this chapter, as amended, involving an individual debtor or a debtor corporation, may be proposed to the court in the first instance by the Conservator.

"(f) No committee shall solicit, or permit the use of its name to solicit, any proxy, consent, acceptance, authorization, power of attorney, or deposit in respect of any composition or extension proposal or reorganization plan in connection

with any proceeding under section 74 or 77B of this chapter, as amended, involving an individual debtor or a debtor corporation, which has not been approved by the Conservator, unless

"(1) Each such solicitation is accompanied or preceded by a copy of the statement of objections and recommendations with respect to such plan or proposal made by the Conservator pursuant to the provisions of subdivision (d) of this section or by an abstract of such statement approved by the Conservator as accurately setting forth the substance of such statement;

"(2) There have been filed with the Conservator the committee agreement under which such committee is acting, or proposing or purporting to act, a statement regarding the membership of such committee and the affiliations of the members thereof and any changes in such agreement or membership made prior to such solicitation;

"(3) The (i) provisions or limitations of such agreement and the membership of such committee, together with any such changes, have been approved by the Conservator, or (ii) order disapproving such provisions, limitations, or membership, or any such changes, has been set aside by the Circuit Court of Appeals; (4) There have been filed with the Conservator at such times as Conservator may direct, but not more frequently than once every thirty days, a statement of the activities, receipts, and expenditures of the committee for the period not covered by previous statements (including, in the case of the first statement, the period since the date of formation of the committee), and a statement showing the securities of, interests in, and claims against the debtor directly or indirectly acquired or sold by the committee or any member thereof during such period, the dates of any such acquisition or sale, the amounts paid in pursuance of any such acquisition, and the amounts received in pursuance of any such sale; and

(5) There have been filed with the Conservator, if requested by him, copies of advertisements, letters of solicitation, and all other communications addressed to depositors either before or after the commencement of the proceeding. Any person who suffers or procures any committee to violate any provision of this subdivision shall upon conviction be fined not more than $5,000 or imprisoned for not more than two years, or both.

"(g) No court of bankruptcy shall have jurisdiction (1) to entertain, or to take any action in respect of, any petition praying for leave to intervene in any proceeding under section 74 or 77B of this chapter, as amended, involving an individual debtor or a debtor corporation, filed by or in behalf of any committee in its capacity as such, or (2) to allow, or to entertain, or take any action in respect of any petition praying for the allowance of any fees, expenses, or other remuneration in respect of any plan of reorganization or proposal for a composition or extension in any such proceeding, filed by or in behalf of any committee, member thereof, or attorney therefor, in its or his capacity as such, unless

"(1) There have been filed with the Conservator the committee agreement under which such committee is acting, or proposing or purporting to act, a statement regarding the membership of such committee and the affiliations of the members thereof, and any changes in such agreement or in such membership made prior to the time the court acts in respect of the matter in question;

"(2) The (i) provisions or limitations of such agreement and the membership of such committee, together with any such changes, have been approved by the Conservator, or (ii) order disapproving such provisions, limitations, or membership or any such changes, has been set aside by the Circuit Court of Appeals;

"(3) There have been filed with the Conservator at such times as the Conservator may direct, but not more frequently than once every thirty days, a statement of the activities, receipts, and expenditures of the committee for the period not covered by previous statements (including, in the case of the first statement, the period since the date of formation of the committee), and a statement showing the securities of, interests in, and claims against, the debtor directly or indirectly acquired or sold by the committee or any member thereof during such period, the dates of any such acquisition or sale, the amounts paid in pursuance of any such acquisition, and the amounts received in pursuance of any such sale; and

"(4) There have been filed with the Conservator, if requested by him, copies of advertisements, letters of soicitation, and all other communication addressed to depositors either before or after the commencement of the proceeding.

(h) The Conservator shall either approve or disapprove the provisions or limitations of a committee agreement and the membership of such committee. If the Conservator disapproves such provisions or limitations, or such membership, he shall issue an order of disapproval which shall be subject to review as provided in subdivision (n) of this section. The Conservator shall approve the provisions or limitations of a committee agreement (including any changes

therein) unless he finds that such provisions or limitations (i) deny, or place undue restrictions upon, the right of depositors to withdraw their securities from such committee; (ii) give to such committee power to hypothecate securities of depositors for any purpose other than that of paying actual, necessary, reasonable, legitimate expenses of the committee (as such expenses may be defined by rules and regulations of the Conservator); (iii) give to such committee the right to dispose of securities of depositors without notice and affirmative consent subsequent to such notice; (iv) entitle such committee to an unreasonable amount for the purpose of paying fees, expenses, or other remuneration to members of such committee, attorneys for the committee, or any person performing services for such committee; or (v) otherwise prejudice, may prejudice, or have prejudiced the formulation and acceptance of a fair and equitable plan or proposal. The Conservator shall approve the membership of a committee (including any change therein) unless he finds (i) that any member of such committee is or has been directly or indirectly connected with the issuer of the securities deposited with the committee, the underwriter of such securities, the debtor, or any guarantor of such securities, and that such connection prejudices, may prejudice, or has prejudiced the formulation and acceptance of a fair and equitable plan or proposal; (ii) that the membership of such committee otherwise gives rise to a conflict of interest, and that such conflict of interest prejudices, may prejudice, or has prejudiced the formulation and acceptance of a fair and equitable plan or proposal; (iii) any member of such committee has previously violated any of the provisions of subdivision (g) of this section; (iv) any member of such committee has been guilty of any acts or omissions in connection with any other reorganization, adjustment, or composition or extension proceeding (including an equity receivership) which constitutes a fraud, misrepresentation, or breach of trust; or (v) that any advertisements, letters of solicitation, or other communications addressed to depositors are or have been false or misleading.

"(i) (1) No allowance for fees, expenses, or other remuneration to whomsoever paid or to be paid (except amounts fixed pursuant to section 48, as amended, of this Act and amounts provided for in subdivision (k) of this section) in connection with any proceeding under section 74 or 77B of this chapter, as amended, involving an individual debtor or a debtor corporation, or plan of reorganization or proposal for a composition or extension in such proceeding, shall be made or approved by the court unless the petition praying for the allowance of such fees, expenses, or other remuneration has, prior to being filed in the proceeding or submitted to the court or judge, been submitted to the Conservator and either approved or disapproved by him, and if disapproved the objections and recommendation required by paragraph (2) of this subdivision, have been filed in the proceedings, and the court has given the Conservator an opportunity to be heard with respect thereto.

"(2) The Conservator shall, within a reasonable time after the submission to him of a petition praying for the allowance of fees, expenses, or other remuneration, either approve or disapprove such fees, expenses, or other remuneration. In case of an approval by the Conservator, he shall file a certificate of approval in the proceeding. In case of a disapproval by the Conservator, he shall state his objections to such fees, expenses, or other remuneration and make such recommendations with respect thereto, shall file the objections and recommendations in the proceeding, and shall take such further action not inconsistent with the provisions of this section as he may deem necessary. The Conservator shall not approve any fees, expenses, or other remuneration unless he finds that they are fair and reasonable and that the person or committee praying for the allowance thereof has not speculated in securities of the debtor during the pendency of the proceeding.

"(j) No petition to institute any proceeding under section 74 or 77B of this chapter, as amended, involving an individual debtor or a debtor corporation, filed by any person, may be approved by the court as properly filed, if a receiver or trustee of all or any part of the property of the person who would be the debtor in such proceeding has been appointed (other than in a proceeding under the provisions of section 74 or 77B of this chapter) by any court, State, Federal, or Territorial, unless such petition has been approved by the Conservator, or in the event of a disapproval by the Conservator, the Conservator has been given an opportunity to be heard as to whether or not such petition has been filed in good faith. "(k) The Conservator shall be entitled to the costs of administration, supervision, and services in the performance or exercise by him of his powers, functions, or duties under the provisions of this section; such costs shall be equitably allocated to, and payable by, the debtor's estate in such amount or amounts as shall be determined in accordance with rules and regulations of the Conservator,

shall be provided for in the plan or proposal and shall be in lieu of all fees to which the Conservator would otherwise be entitled by law. The funds derived from such costs may be deposited by the Conservator with the Treasurer of the United States, or in any national banking association, or in any State bank the deposits of which are insured under the provisions of section 12B of the Federal Reserve Act, as amended, and such funds shall not be construed to be Government funds or appropriated money. The Conservator shall, at the termination of the proceeding, file with the court a statement of the costs of such administration, supervision, and services.

"(1) The Conservator may conduct examinations with respect to any matter in connection with a plan of reorganization or proposal for a composition or extension in any proceeding under section 74 or 77B of this chapter, as amended, involving an individual debtor or a debtor corporation, in any case where such plan or proposal was confirmed subsequent to January 1, 1935, but prior to the date of enactment of this section. All such examinations shall be instituted within one hundred and eighty days after such date of enactment. If, in the opinion of the Conservator, any such examination discloses acts or omissions in connection with any such proceeding on the part of any debtor, creditor, committee, attorney, trustee, or master, or any party in interest, or representative of any party in interest, which are collusive, fraudulent, or unlawful, he may bring to the attention of the court such acts or omissions and make such recommendations as he may deem necessary or advisable.

"(m) In any proceeding under section 74 or 77B of this chapter, as amended, involving an individual debtor or a debtor corporation, the debtor shall file a plan of reorganization or proposal for a composition or extension within six months of the entry of the order approving the petition or answer (as the case may be) as properly filed. In the case of any such proceeding pending on the date of enactment of this section, in the event such six months expires within one hundred and eighty days from such date of enactment, the debtor shall file a plan or proposal within sixty days from the expiration of such six months, or if such six months has expired on or before such date of enactment, within sixty days from such date of enactment. The judge may from time to time extend the period within which a debtor is required to file a plan or proposal, but no single extension shall be for more than ninety days.

"(n) (1) Any committee or member thereof aggrieved by an order of the Conservator disapproving the provisions, limitations, or membership (including changes therein) of such committee may obtain a review of such order in the circuit court of appeals of the United States within any circuit wherein such person or committee resides or has his or its principal place of business, or in the United States Court of Appeals for the District of Columbia, by filing in such court, within sixty days after the entry of such order, a written petition praying that the order of the Conservator be modified or set aside in whole or in part. A copy of such petition shall be forthwith served upon the Conservator and thereupon the Conservator shall certify and file in the court a transcript of the record upon which the order complained of was entered. Upon the filing of such transcript such court shall have exclusive jurisdiction to affirm, modify, or set aside such order, in whole or in part. No objection to the order of the Conservator shall be considered by the court unless such objection shall have been urged before the Conservator or unless there were reasonable grounds for failure so to do. The findings of the Conservator as to the facts, if supported by substantial evidence, shall be conclusive. If application is made to the court for leave to adduce additional evidence, and it is shown to the satisfaction of the court that such additional evidence is material and that there were reasonable frounds for failure to adduce such evidence before the Conservator, the court may order such additional evidence to be taken before the Conservator and to be adduced in such manner and upon such terms and conditions as to the court may seem proper. The Conservator may modify his findings as to the facts, by reason of the additional evidence so taken, and he shall file such modified or new findings, which, if supported by substantial evidence, shall be conclusive, and his recommendation, if any, for the modification or setting aside of the original order. The judgment and decree of the court affirming, modifying, or setting aside, in whole or in party, any such order of the Conservator, shall be final, subject to review by the Supreme Court of the United States upon certiorari or certification as provided in sections 239 and 240 of the Judicial Code, as amended (U. S. C., 1934 edition, title 28, secs. 346 and 347).

"(2) Any report of the Conservator with respect to any matter referred to the Conservator by the Court, which might otherwise have been referred to a referce