Reserve System to prescribe minimum margin requirements with respect to listed securities.

(c) Public Utility Holding Company Act of 1935. This Act provides for regulation by the Commission of the purchase and sale of securities, properties, and other assets by companies comprised within electric and gas utility holding company systems, their intrasystem transactions and service and management arrangements. It further provides for limitation of system operations to physically integrated and coordinated properties, and simplification of complex corporate and capital structures and elimination of unfair distribution of voting power. The issuance and sale of securities by holding companies and their subsidiaries, unless exempt (subject to conditions and terms which the Commission is empowered to impose) as an issue expressly authorized by the state commission in the state in which the issuer is incorporated, must be found by the Commission to meet statutory standards, namely: that the new security is reasonably adapted to the security structure and earning power of the issuer; that the proposed financing is necessary and appropriate to the economical and efficient operation of the company's business; that the consideration received, and fees, commissions, and other remuneration paid are fair; and that the terms and conditions of the sale are not detrimental to investors, consumers, or the public. The purchase and sale of utility properties and other assets may not be made in contravention of rules, regulations, or orders of the Commission regarding the consideration to be received, maintenance of competitive conditions, fees and commissions, accounts, disclosure of interest, and similar matters. In passing upon proposals for reorganization, merger, or consolidation, the Commission must be satisfied that the objectives of the act generally are complied with and that the terms of the proposals are fair and equitable to all classes of security holders affected.

(d) Trust Indenture Act of 1939. This Act is designed to safeguard the interests of purchasers of publicly offered debt securities issued under trust indentures through provisions requiring in such indentures the elimination of certain types of exculpatory clauses and the inclusion of certain protective provisions. The act also requires that the indenture trustee, who is a representative of the

debt holders, shall be "independent" by proscribing certain relationships which might conflict with the proper exercise of his duties.

(e) Investment Company Act of 1940. This Act provides for the registration with the Commission of investment companies and subjects their activities to regulation in accordance with standards prescribed in the interests of protecting investors. Various transactions of investment companies, including transactions with affiliated interests, are prohibited unless exempted by the Commission. The Commission is authorized to prepare reports to security holders on the fairness of plans of reorganization, merger or consolidation; it may institute court action to enjoin the consummation of plans considered grossly unfair to security holders, or to enjoin acts and practices of management involving gross misconduct or gross abuse of trust and to disqualify from office officials responsible therefor.

(f) Investment Advisers Act of 1940. Persons who, for compensation, engage in the business of advising others with respect to their security transactions must register with the Commission. Their activities in the conduct of such business are subject to standards of the act which make unlawful those practices which constitute fraud or deceit and which require, among other things, disclosure of any interests they may have in transactions executed for clients. The Act grants to the Commission rule-making power with respect to fraudulent and other activities of investment advisers.

(g) Chapter X of the Bankruptcy Act. Chapter X of the Bankruptcy Act provides for certain mandatory and certain discretionary activities of the Commission to aid the federal courts in the administration of the affairs of debtor corporations being reorganized under that chapter. The Commission may participate as a party and it may advise the court with respect to the feasibility and fairness of proposed plans of reorganization.

is designated by the President pursuant to the provisions of section 3 of Reorganization Plan No. 10 of 1950 (3 CFR, 1949-1953 Comp., p. 1006). The Commission is assisted by a staff, which includes lawyers, accountants, engineers, financial security analysts, investigators and examiners, as well as administrative and clerical employees.

§ 200.11

Headquarters Office-Regional Office relationship.

(a) (1) Division and Office Heads in the Headquarters Office have Commission-wide responsibility to the Commission for the overall development, policy and technical guidance, and policy direction of the operating programs under their jurisdiction.

(2) Each Regional Administrator is responsible for the direction and supervision of his work force and for the execution of all programs in his region as shown in paragraph (b) of this section, in accordance with established policy.

(b) Regional Administrators of the Commission.

Region 1. New York, New Jersey.-Regional Administrator, 225 Broadway, New York, N.Y. 10007

Region 2. Massachusetts, Connecticut, Rhode Island, Vermont, New Hampshire, Maine.-Regional Administrator, Federal Building, Post Office Square, Boston, Mass. 02109

Region 3. Tennessee, Virgin Islands, Puerto Rico, North Carolina, South Carolina, Georgia, Alabama, Mississippi, Florida, and that part of Louisiana lying east of the Atchafalaya River.-Regional Administrator, Suite 138, 1371 Peachtree Street NE., Atlanta, Ga. 30309

Region 4. Illinois, Indiana, Iowa, Kansas City (Kans.), Kentucky, Michigan, Minnesota, Missouri, Ohio, Wisconsin.-Regional Administrator, Bankers Building (Room 630), 105 West Adams Street, Chicago, Ill. 60603

Region 5. Oklahoma, Arkansas, Texas, that part of Louisiana lying west of the Atchafalaya River, and Kansas (except Kansas City).-Regional Administrator, United States Courthouse (Room 301), 10th and Lamar Streets, Fort Worth, Tex. 76102.

Region 6. Wyoming, Colorado, New Mexico, Nebraska, North Dakota, South Dakota, Utah.-Regional Administrator, 802 Midland Savings Building, 444 17th Street, Denver, Colo. 80202

Region 7. California, Nevada, Arizona, Hawaii, Guam.-Regional Administrator, Box 36042, 450 Golden Gate Avenue, San Francisco, California, 94102.

Region 8. Washington, Oregon, Idaho, Montana, Alaska.-Regional Administrator,

Hoge Building (ninth floor), 705 Second Ave98104 nue, Seattle, Wash.

Region 9. Pennsylvania, Maryland, Virginia, West Virginia, Delaware, District of Columbia.-Regional Administrator, Courts Building, 310 Sixth Street, NW., Washington, D.C. 20549

[27 F.R. 12712, Dec. 22, 1962, as amended at 28 F.R. 6970, July 9, 1963; 29 F.R. 11579, Aug. 13, 1964]

§ 200.12

Functional responsibilities.

This section sets forth the administrative and substantive responsibilities of the Division Directors, Office Heads, Regional Administrators, and certain other Commission officers. All Commission officers and other staff members, except Hearing Examiners, shall perform, in addition to the duties herein set forth, such additional duties as the Chairman of the Commission may assign from time to time. These officers also serve as liaison with government and other agencies concerning matters within their respective functional responsibilities.

§ 200.13 The Secretary of the Commission.

(a) The Secretary of the Commission is responsible to the Commission for the preparation and maintenance of the Minute Record of all official actions of the Commission. As custodian of the official seal of the Commission, he also has the responsibility for authenticating documents. In addition, he is the press and information officer, and is responsible for the preparation and distribu tion of releases announcing the various actions of the Commission.

(b) In addition, the Secretary is responsible to the Commission for the scheduling of oral arguments before the Commission and of administrative hearings before Hearing Examiners, as well as the related function of designating Examiners to preside at such hearings. He also performs various functions under the Commission's Rules of Practice, particularly with respect to procedural matters arising during the course of administrative proceedings.

§ 200.14 Hearing Examiners.

Hearings for the purpose of developing the evidentiary record in the Commission's administrative proceedings are conducted before its Hearing Examiners. They rule on the admissibility of evidence and on legal and other issues which arise during the course of such proceedings. Unless waived by the parties, a

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 the

Chairman.

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

§ 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 adherence to standards of economic and financial reporting and the administration 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 Commission's responsibilities under Chapters X and XI of the Bankruptcy Act, including representation of the Commission in the United States District Courts in cases involving those chapters.

(b) The administration and enforcement 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]