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SECURITIES EXCHANGE ACT OF 1934
RULES OF GENERAL APPLICATION
Rule X-1. References to Rules and Regulations and to the Act, or to Portions Thereof.
(a) As used in the rules and regulations prescribed by the Commission pursuant to Title I of the Securities Exchange Act of 1934, 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.
(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 the rules and regulations 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.
Rule X-2. Business Hours of the Commission.
The principal office of the Commission at Washington, D. C., is open each day except Saturdays 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.
Rule X-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.
Rule X-4. Nondisclosure of Information Obtained in the Course of Examinations and Investigations.
Information or documents obtained by officers or employees of the Commission in the course of any examination or investigation pur
suant to section 17 (a) or 21 (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 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 rule. Any officer 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 document sought, and any circumstances which may bear upon the desirability of making available such information or documents.
Rule X-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 these General Rules and Regulations.
Rule X-6. Disclosure Detrimental to the National Security.
(a) The Commission may, upon its own initiative, or upon application, authorize or direct the omission or the filing under separate confidential cover of specific information from any application for registration, report, proxy statement or other document filed with the Commission or any securities exchange, if publication of the information would, in the opinion of the Commission, acting in consultaton where necessary with any executive department or agency of the United States concerned therewith, be detrimental to the national security.
(b) Any issuer or other person who is about to file any such document with the Commission or an exchange may apply to the Commission for an opinion pursuant to paragraph (a). Applications may be made by informal letter and need contain only so much of the information in question as may be necessary in the particular case to enable the Commission to pass upon the application in regard thereto.
(c) Any requirement to the contrary notwithstanding, no application for registration, report, proxy statement, or other document filed with the Commission or any securities exchange shall contain any information which the Commission shall have authorized or directed to be filed under separate confidential cover pursuant to this rule.
Rule X-7. Consent to Service of Process To Be Furnished by Nonresident 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 non-resident 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 rule, (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 (ii) 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 rule, and that the service 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 rule becomes effective, and each non-resident general partner or managing agent of an unincorporated investment adviser registered at the time this rule 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 rule shall furnish, at the time of filing such application, all the consents and powers of attorney required to be furnished by such investment adviser and by each general partner or managing agent thereof; provided, how
ever, 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 rule 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 rule, and each general partner or managing agent, of an unincorporated investment adviser registered or applying for registration, who becomes a non-resident after the effective date of this rule, 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 rule 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 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 rule 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 (A) 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; (B) 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; (C) 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 non-resident if he resides in any place not subject to the jurisdiction of the United States.
Rule X-3A12–2. Exemption of Certain Securities, the Income on Which Is Substantially Guaranteed by States or Political Subdivisions Thereof.
(a) A security shall be exempt from the operation of such provisions of the Act as by their terms do not apply to an "exempted security” or to "exempted securities” if—
(1) A State or political subdivision thereof is obligated to make good to the issuer of such security any deficiency in the income of such issuer, to the extent necessary to pay to the holders of such security interest or dividends at a specified rate; and
(2) The business of such issuer is managed by such State or political subdivision or by a board of officers appointed by such State or political subdivision.
(b) The exemption provided by this rule shall be available to such security only so long as the conditions specified in paragraph (a) are satisfied or during the subsequent dissolution of the issuer of any security so exempted.
Rule X-3A12-3. Exemption From Sections 14 (a) and 16 of Securities for Which Filing of Applications on Form 18, 19, 20, or 21 Is Authorized.
Securities for which the filing of applications on form 18, 19, 20, or 21 is authorized shall be exempt from the operation of sections. 14 (a) and 16.
1 See also the exemptions contained in the rules under particular sections of the Act.