recommended decision is prepared by the Hearing Examiner in each case containing his conclusions as to the factual and legal issues presented and his recommendation as to the decision to be rendered by the Commission.

200.15 Director of the Office of Opinions and Reviews.

The Director of the Office of Opinions and Review is responsible for assisting Members of the Commission in the preparation of the opinions of the Commission, and to the Commission for the preparation of opinions and decisions on motions and certifications of questions and rulings by Hearing Examiners in the course of administrative proceedings, except in cases where, pursuant to a waiver by the parties of separation of function requirements, another Division or Office of the Commission's staff undertakes to prepare such Findings and Opinion, in which cases the Director may assist in such preparation. He has responsibility for the preparation of the Commission's Annual Report to the Congress, including the editing of material submitted by various staff units, and joint responsibility with the General Counsel in dealing with general problems arising under the Administrative Procedure Act, including the revision or adoption of rules of practice. The Director is further responsible for the exercise of such review functions with respect to adjudicatory matters as are delegated to him by the Commission pursuant to 76 Stat. 394 or as may be otherwise delegated or assigned to him. (Secs. 1, 2, 76 Stat. 394, 395; 15 U.S.C. 78d-1, 78d-2) [29 F.R. 5276, Apr. 17, 1964]

§ 200.16 Executive Assistant to

Chairman.

the

The Executive Assistant to the Chairman assists the Chairman in consideration of legal, financial and economic problems encountered in the administration of the Commission's statutes. He arranges for and conducts conferences with officials of the Commission, members of the staff, and/or representatives of the public on matters arising with regard to general programs or specific matters. Acting for the Chairman, he furnishes the initiative, executive direction, and authority for staff studies and reports bearing on the Commission's administration of the laws, its relations

with the public, industry, and the Congress.

§ 200.17 Chief Management Analyst.

The Chief Management Analyst is responsible to the Chairman for the analysis, evaluation, development, promotion of, and advice on, improvement in management policies, practices, methods, procedures and organizational structures, including: distribution and assignment of functions and responsibilities; work methods and procedures; management control systems, and similar aspects of management for the purpose of improving the efficiency and effectiveness of the Commission.

§ 200.18

Director of the Division of Corporation Finance.

The Director of the Division of Corporation Finance is responsible to the Commission for the administration and enforcement of all matters, except those pertaining to investment companies registered under the Investment Company Act of 1940, relating to establishing and requiring adherence to standards of economic and financial reporting and disclosure with respect to securities traded on national securities exchanges or offered for public sale pursuant to registration or exemptive regulations, establishing and requiring adherence to standards of fair disclosure in the solicitation of proxies for election of directors and other corporate actions, and for the enforcement of the standards set forth in the Trust Indenture Act of 1939 regarding indentures covering debt securities. These duties shall include the responsibility to the Commission for the administration and enforcement of disclosure and related requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, the Public Utility Holding Company Act of 1935, the Trust Indenture Act of 1939, and the Investment Company Act of 1940, as listed below:

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

(b) All matters, except those pertaining to investment companies registered under the Investment Company Act of 1940, arising under the Securi

ties Exchange Act of 1934 in connection with:

(1) The regisration 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 section 19(a) (2), arising from failure to comply with the reporting provisions of the Act. (c) All matters relating to the examination and processing of ownership reports filed under section 16(a) of the Securities Exchange Act of 1934.

(d) The examination and processing of proxy material filed under the Public Utility Holding Company Act of 1935 and subject to Regulation 14 (§§ 240.14a-1 to 240.14a-11 of this chapter) issued under the Securities Exchange Act of 1934, and the examination of reports filed under section 17(a) of the Public Utility Holding Company Act of 1935.

(e) All matters, except those pertaining to investment companies registered under the Investment Company Act of 1940, arising under the Trust Indenture Act of 1939.

(f) All matters arising under section 30 (f) of the Investment Company Act of 1940.

[29 F.R. 15282, Nov. 14, 1964]

§ 200.19 Director of the Division of Trading and Markets.

The Director of the Division of Trading and Markets is responsible to the Commission for the administration and enforcement of all matters relating to the regulation of exchanges, national securities associations, brokers, dealers and investment advisers; the institution and conduct of proceedings to revoke or deny the registration of brokers and dealers; the prevention of fraudulent trading practices and market manipulations; the supervision of investigation and enforcement activities, except as assigned to other operating divisions or offices in the Headquarters Office; and the conduct of statistical functions. These duties include the responsibility to the Commission for the administration and enforcement of matters arising under the Securities Act of 1933, the Securities Exchange Act of 1934, and the Invest

ment Advisers Act of 1940, as specified below:

(a) Investigations of violations or suspected violations of sections 5 and 17 of the Securities Act of 1933, except those arising from or pertaining to material filed pursuant to the provisions of that Act.

(b) Administration, investigation and enforcement of all matters arising under the Securities Exchange Act of 1934, except:

(1) The examination and processing of applications for 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 solicitating material pursuant to regulations adopted under section 14.

(4) The examination and processing of ownership reports filed under section 16(a).

(5) The denial or suspension of registration of securities listed on national securities exchanges, pursuant to section 19(a) (2) by reason of failure to comply with the reporting requirements of that Act.

(c) Administration and enforcement of all matters arising under the Investment Advisers Act of 1940.

(d) The Director is responsible for the institution of administrative and injunctive actions arisng out of the above listed matters and for the determination of whether the available evidence supports the allegations in the proposed complaint. The Director is also responsible, in collaboration with the General Counsel, for the review of cases to be referred to the Department of Justice with a recommendation for criminal prosecution.

[27 F.R. 12712, Dec. 22, 1962, as amended at 28 F.R. 14493, Dec. 31, 1963]

§ 200.20 Director of the Division of Corporate Regulation.

The Director of the Division of Corporate Regulation is responsible to the Commission for the performance of the Commission's responsibilities under Chapters X and XI of the Bankruptcy Act, for the administration and enforcement of the Public Utility Holding Company Act of 1935 and the Investment Company Act of 1940, and with respect to matters pertaining to investment companies registered under the Investment

Company Act of 1940 the administration and enforcement of all matters relating to establishing and requiring adEherence to standards of economic and financial reporting and the administraEtion 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 ComImission's responsibilities under Chapters =X and XI of the Bankruptcy Act, includ

ing representation of the Commission in the United States District Courts in cases = involving those chapters.

(b) The administration and enforceEment 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]

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 suspenison 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 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;

(ii) To require the filing of other financial statements in addition to, or in substitution for, the statements therein required.

(3) (i) 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 14a-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:

75

(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);

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

(xii) Section 12(b), 15 U.S.C. 791(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