not subject to a petition for reconsideration.

§ 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.

§ 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 § 201.55.

8 201.53 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 § 201.55.

§ 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 of 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 201.8. 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.

§ 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 an evidentiary hearing. 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.

(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.

§ 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 pro

tracted the proceedings, or whether special circumstances make an award unjust.

8 201.57 Commission review.

In accordance with the procedures set forth in 17 CFR 201.17, 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.

§ 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).

§ 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 judiIcial review of the award or of the underlying decision of the adversary adjudication has been sought by the applicant or any other party to the proceeding.

§ 201.60 Appendix-Adversary adjudications conducted by the Commission under 5 U.S.C. 554.

SECURITIES EXCHANGE ACT OF 1934 Section 11A(b)(6), 15 U.S.C. 78k-1(b)(6) (suspension or revocation of registration, or censure of a securities information processor).

Section 12(j), 15 U.S.C. 781(j) (suspension of effective date or revocation of registration of a security).

Section 15(b)(4), 15 U.S.C. 780(b)(4) (suspension or revocation of registration, or censure of a broker or dealer).

Section 15(b)(6), 15 U.S.C. 780(b)(6) (censure, suspension or bar of an associate of a broker or dealer).

Section 15(B)(c)(2), 15 U.S.C. 780-4(c)(2) (suspension or revocation of registration, or censure of a municipal securities dealer).

Section 15(B)(c)(4), 15 U.S.C. 780-4(c)(4) (censure, suspension or bar of an associate of a municipal securities dealer).

Section 15B(c)(8), 15 U.S.C. 780-4(c)(8) (removal or censure of member of the Municipal Securities Rulemaking Board).

Section 17A(C)(3)(A), 15 U.S.C. 78q1(c)(3)(A) (denial of registration or postponement of effective date of registration of a transfer agent).

Section 197h(1), 15 U.S.C. 78s(h)(1) (suspension or revocation of registration, or censure of a self-regulatory organization).

Section 19(h)(2), 15 U.S.C. 78s(h)(2) (suspension or expulsion of a member of a selfregulatory organization).

Section 19(h)(3), 15 U.S.C. 78s(h)(3) (suspension or bar of a person from being associated with a national securities exchange or registered securities association).

Section 19(h)(4), 15 U.S.C. 78s(h)(4) (removal or censure of a director or officer of a self-regulatory organization).

INVESTMENT ADVISERS ACT OF 1940

Section 203(e), 15 U.S.C. 80b-3(e) (suspension or revocation of registration, or censure of an investment adviser).

Section 203(f), 15 U.S.C. 80b-3(f) (censure, suspension or bar of an associate of an investment adviser).

PART 202-INFORMAL AND OTHER PROCEDURES

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 Summary suspensions.

AUTHORITY: Secs. 19, 23, 48 Stat. 85, 901, as amended, sec. 20, 49 Stat. 833, sec. 319, 53 Stat. 1173, secs. 38, 211, 54 Stat. 841, 855; 15

(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, D.C., 20402.

(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 as

sistance 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.

§ 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.

§ 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. Where it appears that the filing 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 routed to the Division of Corporate Regulation. A similar procedure is also followed in the Commission's Regional Offices with respect to registration statements on Form S-18 (17 CFR 239.28) and related filings under the Trust Indenture Act of 1939.

(b) Applications for registration as brokers, dealers, investment advisers, municipal securities dealers and trans

fer agents are submitted to the Office of Applications and Reports 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 therefor 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 (1) by order grant registration, or (2) 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). Office of Applications and Reports 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 § 230.144 of this chapter.

The

(15 U.S.C. 77a et seq., as amended by Pub. L. 94-29 (June 4, 1975); 11 U.S.C. 901, 1109(a)) [41 FR 44699, Oct. 12, 1976, as amended at 44 FR 21567, Apr. 10, 1979; 49 FR 12686, Mar. 30, 1984]

§ 202.3a Instructions for filing fees.

Payment of fees required by the following rules shall be made according to the directions listed in this part: § 230.111 (17 CFR 230.111), § 240.0-9 (17 CFR 240.0-9), § 250.107 (17 CFR 250.107), § 270.0-8 (17 CFR 270.0-8) and § 275.203-3(b) (17 CFR 275.2033(b)). Effective August 15, 1984, all such fees may be transmitted to a U.S. Treasury designated lockbox in Pittsburgh, Pennsylvania, by either mail or wire transfer; or may be transmitted directly to the Commission at 450 Fifth Street NW., Washington, DC 20549. If a filer selects the lockbox method of transmitting fees, payments in the form of personal check, money order, certified check, cashier's check, or wire transfer will be considered received by the Commission at the time of their receipt by the lockbox depository. Personal checks will continue to be unacceptable for filings under the Securities Act of 1933. The following instructions are for lockbox transmittals only.

(a) Mail. Fees transmitted by mail must be addressed to the Securities and Exchange Commission, Post Office Box 360055M, Pittsburgh, PA 15251. Checks and money orders are to be made payable to the Securities and Exchange Commission. Checks must contain the following information for each individual filing (preferably on the front of the check): Filing company's name, IRS identification number, form type, amendment (if applicable), and Commission file number, if known. Filers should include the specific payment being sent for each filing if a check contains payments for multiple filings. Each response should be clearly labeled to indicate the data element to which it refers, e.g., "IRS #:53-0040540."

(b) Wire. Filers who wish to wire filing fee payments to the lockbox must contact their respective banks to determine the specific procedures utilized by each bank for wire transfer of funds. In addition, filers must inform their banks that the wire is to be sent to the Mellon Bank, American Banker's Association number 043000261, that the Securities and Exchange Commission account number at Mellon is 910-8739, and that the Com

mission is the recipient. The wire transfer must contain the following data elements (clearly identified) for each individual filing: filing company's name, dollar amount, IRS identification number, form type, amendment (if applicable), and Commission file number, if known. Filers should include the specific payment being sent for each filing if a wire transfer contains payments for multiple filings. Wire transfers will be accepted from 9 a.m. to 3 p.m. weekdays (excluding holidays).

[51 FR 40791, Nov. 10, 1986; 52 FR 33796, Sept. 4, 1987]

EFFECTIVE DATE NOTE: At 51 FR 40791, Nov. 10, 1986, § 202.3a was added, effective November 10, 1986 to September 1, 1987. At 52 FR 33796, Sept. 4, 1987, a document was published extending the effectiveness to September 1, 1988.

§ 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; 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