mission. 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.

§ 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 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 rulemaking functions, but he should not accept unreasonable or lavish hospitality in so doing.

§ 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.

§ 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.

§ 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, § 200.110 et seq.

[28 F.R. 4446, May 3, 1963] § 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. 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.

§ 200.64 Judicial review.

He

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.

§ 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

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 should never suggest, vote for, or participate in an investigation aimed at 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 demands it. $ 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

§ 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.

$ 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.

$ 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: The provisions of this Subpart D issued under 80 Stat. 383, as amended, sec. 3, 60 Stat. 238, as amended, 81 Stat. 54, 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; 5 U.S.C. 552, 15 U.S.C. 77s, 78w, 79t, 77sss, 80a-37, 80b-11.

SOURCE: The provisions of this Subpart D appear at 32 F.R. 9828, July 6, 1967, unless otherwise noted.

§ 200.80 Commission records and information.

(a) Information published in the Federal Register. Except as provided in paragraph (c) of this section the following materials are published in the FEDERAL REGISTER for the guidance of the public:

(1) 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;

(2) 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;

(3) 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;

(4) 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; and

(5) Each amendment, revision, or repeal of the foregoing.

(b) Public reference facilities; materials and records available. (1) The Commission has a specially staffed and equipped public reference room in its principal office at Washington, D.C., and public reference facilities in the New York and Chicago Regional Offices. Some facilities for public use are also provided in other regional and branch offices. In addition to materials otherwise set forth in this paragraph, certain of the materials described in paragraph (a) of this section will be available at the public reference room at the principal office of the Commission and may be available at the Regional Offices.

(2) Except as provided in paragraph (c) of this section the materials hereinafter set forth in this subparagraph (2) are available for public inspection and copying during normal business hours at the public reference room at the principal office of the Commission and at the Regional Offices of the Commission. To the extent required to prevent a clearly unwarranted invasion of personal privacy, identifying details may be deleted,

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 (c) 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.

(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) A record of the final votes of each member of the Commission in every Commission proceeding concluded after July 1, 1967.

(iii) Statements of policy and interpretations which have been adopted by the Commission and are not published in the FEDERAL REGISTER;

(iv) Administrative staff manuals and instructions to staff that affect a member of the public; and

(v) Current indices to the materials made available pursuant to subparagraphs (i), (iii), and (iv) of this subparagraph (2) which have been issued, adopted or promulgated after July 1, 1967, and such other indices as the Commission may determine.

(3) Subject to the provisions of paragraphs (c), (e) and (g) of this section, all other records and documents retained by the Commission in the performance of its statutory duties will promptly be made available for inspection to any person, and a copy of any record or document will be provided as soon as may be practicable, upon request made pursuant to paragraph (d) of this section. A conipilation of documentary materials available at the public reference room at the principal office of the Commission appears below as Appendix A to this section (17 CFR 200.80a).

(4) All regional offices have available for public examination copies of prospectuses used in recent offerings of securities registered under the Securities Act; registration statements and recent annual reports filed pursuant to the Securities Exchange Act of companies having their principal office in their respective regions; active broker-dealer and investment adviser applications originating in their respective regions; and Regulation A (17 CFR 200.251 et

seq.) letters of notification filed in their respective regions.

(5) In the New York offices of the Commission other available materials include copies of all recent registration statements and annual reports filed pursuant to the Securities Exchange Act; recent periodic reports made by companies having securities listed on exchanges; and recent periodic reports by many companies which have effective registration statements under the Securities Act of 1933.

(6) In the Chicago offices of the Commission other available materials include all recent registration statements and annual reports filed pursuant to the Securities Exchange Act, and other recent periodic reports of many companies which have securities listed on exchanges.

(7) In the San Francisco offices of the Commission other available materials include all recent registration statements and annual reports filed pursuant to the Securities Exchange Act.

(c) Nonpublic matters. Certain materials and records are considered to be nonpublic. Thus the Commission will not generally publish or make available to any person matters that are:

(1) Specifically required by Executive order to be kept secret in the interest of the national defense or foreign policy.

(2) Related solely to the internal personnel rules and practices of the Commission or any other agency of the Government of the United States, including operation rules, guidelines, and manuals of procedure for investigators, auditors, and other employees.

(3) Specifically exempted from disclosure by statute, including:

(i) Information contained in any notification, statement, application, declaration, report, or other document or record filed with or received by the Commission as required or permitted by law which is entitled to confidential treatment by operation or application of the provision of Clause 30 of Schedule A of the Securities Act of 1933 and Rule 485 (17 CFR 230.485) thereunder, section 24 of the Securities Exchange Act of 1934 and Rule 24b-2 (17 CFR 240.24b-2) thereunder, section 22 of the Public Utility Holding Company Act of 1935 and Rule 104(b) (17 CFR 250.104(b)) thereunder, section 321(b) of the Trust Indenture Act of 1939, section 33(b) of the Investment Company Act of 1940, section 45(a) of the Invest

ment Company Act of 1940 and Rule 45a-1 (17 CFR 270.45a-1) thereunder, or section 210 of the Investment Advisers Act of 1940; and

(ii) Information concerning administrative proceedings which are nonpublic pursuant to the provisions of section 22 of the Securities Exchange Act of 1934, section 19 of the Public Utility Holding Company Act of 1935, section 320 of the Trust Indenture Act of 1939, section 41 of the Investment Company Act of 1940, or section 212 of the Investment Advisers Act of 1940.

(4) Trade secrets and commercial and financial information obtained from a person and privileged or confidential, including:

(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 subImitted 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 322 (c) and (d) under the Securities Act (17 CFR 230.322 (c) and (d)), agreements filed pursuant to Rule 320 (e) under the Securities Act (17 CFR 230.320 (e)) or Rule 15c-3-1 (c) (7) (G) under the Securities Exchange Act (17 CFR 240.15c3-1 (c) (7) (vii)) — and schedules filed pursuant to Part II of Form X17A-5 (17 CFR 249.617) in accordance with Rule 17a-5(b) (3) under the Securities Exchange Act (17 CFR 240.17a5(b) (3)); and

(iii) Information contained in reports, summaries, analyses, letters, or memoranda arising out of or in connection with an examination or inspection or other investigation of the books and records of any person.

(5) Interagency or intra-agency memoranda or letters, including 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 also 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 examination of the books or records of any person whose affairs are regulated by the Commission, or prepared otherwise in the performance of their duties, 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 such as personal information about employees of brokers or dealers reported to the Commission pursuant to Rule 15b8-1(a) (2) (iii) under the Securities Exchange Act (17 CFR 240.15b8-1 (a) (2) (iii)).

(7) Investigatory files compiled for law enforcement purposes except to the extent available by law to a party other than an agency, including those concerning or related to inspections or examinations of the books and records of any person and other investigations as authorized by law, which pertain to or may disclose the possible violation by any person of any provision of any of the statutes, rules, or regulations administered by the Commission; and all written communications from or to any person complaining of or otherwise furnishing information respecting such possible violations, as well as all correspondence and memoranda in connection with such complaint or information.

(8) Contained in or related to examinations, operating, or condition reports prepared by, on behalf of, or for the use of an agency responsible for the regulation or supervision of financial institutions; and

(9) Geological and geophysical information and data, including maps, concerning wells.

(d) Requests for Commission records and copies thereof. Requests for Commission records may be made in person on Form SEC-86 during normal business hours at the public reference room at the principal offices of the Commission in Washington, D.C. Inquiries in gen

eral, and orders for copies of Commission records may be made to the public reference room personally, by telephone or by mail.

(1) Each request for a Commission record or copy thereof shall identify the record with sufficient specificity with respect to names, dates and subject matter to permit it to be located among the records maintained by or for the Commission. A person who has made a request for a Commission record or copy thereof will be advised if further identifying information must be provided before his request can be filled.

(2) A charge will be made for locating and making available for inspection or copying records requested by any one person only if more than one-half manhour of work is required to comply with his request.

(3) Certain Commission records, such as correspondence to and from the Commission, are maintained in files which also contain nonpublic materials such as intra-agency and interagency memoranda and letters. If undue delay and expense is to be avoided, any person who wishes to examine such a record or to obtain a copy thereof should identify the letter or other similarly filed record with particular specificity.

(4) No records will be made available, and no copy of any records will be provided to any person who has failed to pay appropriate fees for records services, as described in paragraph (g) of this section, with respect to any current or past records services obtained or requested.

(e) Record availability subject to delay. Records generally will be made available to the public on a first-come, first-served basis. In some circumstances, however, there may be a delay in making records available or in providing copies thereof:

(1) Records at Federal Records Centers. 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. Any person who has requested for personal examination a record stored at the Federal Records Center will be notified when the record will be made available to him at the public reference room of the Commission. Any person who has ordered a copy of such record will be