them, without prominently disclosing in such advertisement the limitations thereof and the difficulties with respect to its use; or

(4) Which contains any statement to the effect that any report, analysis, or other service will be furnished free or without charge, unless such report, analysis or other service actually is or will be furnished entirely free and without any condition or obligation, directly or indirectly; or

(5) Which contains any untrue statement of a material fact, or which is otherwise false or misleading.

(b) For the purposes of this section the term "advertisement" shall include any notice, circular, letter or other written communication addressed to more than one person, or any notice or other announcement in any publication or by radio or television, which offers (1) any analysis, report, or publication concerning securities, or which is to be used in making any determination as to when to buy or sell any security, or which security to buy or sell, or (2) any graph, chart, formula or other device to be used in making any determination as to when to buy or sell any security, or which security to buy or sell, or (3) any other investment advisory service with regard to securities.

(Sec. 206, 54 Stat. 852, as amended; 15 U.S.C. 80b-6) [26 F.R. 10549, Nov. 9, 1961]

§ 275.206(4)-2 Custody or possession of funds or securities of clients.

(a) It shall constitute a fraudulent, deceptive or manipulative act, practice or course of business within the meaning of section 206(4) of the Act for any investment adviser who has custody or possession of any funds or securities in which any client has any beneficial interest, to do any act or take any action, directly or indirectly, with respect to any such funds or securities, unless:

(1) All such securities of each such client are segregated, marked to identify the particular client who has the beneficial interest therein, and held in safekeeping in some place reasonably free from risk of destruction or other loss; and

(2)(i) All such funds of such clients are deposited in one or more bank accounts which contain only clients' funds, (ii) such account or accounts are maintained in the name of the investment adviser as agent or trustee for such clients; and (iii) the investment adviser main

tains a separate record for each such account which shows the name and address of the bank where such account is maintained, the dates and amounts of deposits in and withdrawals from such account, and the exact amount of each client's beneficial interest in such account; and

(3) Such investment adviser, immediately after accepting custody or possession of such funds or securities from any client, notifies such client in writing of the place and manner in which such funds and securities will be maintained, and thereafter, if and when there is any change in the place or manner in which such funds or securities are being maintained, gives each such client written notice thereof; and

(4) Such investment adviser sends to each client, not less frequently than once every 3 months, an itemized statement showing the funds and securities in the custody or possession of the investment adviser at the end of such period, and all debits, credits and transactions in such client's account during such period; and

(5) All such funds and securities of clients are verified by actual examination at least once during each calendar year by an independent public accountant at a time which shall be chosen by such accountant without prior notice to the investment adviser. A certificate of such accountant stating that he has made an examination of such funds and securities, and describing the nature and extent of such examination, shall be filed with the Commission promptly after each such examination.

(b) This section shall not apply to an investment adviser also registered as a broker-dealer under section 15 of the Securities Exchange Act of 1934 if (1) such broker-dealer is subject to and in compliance with § 240:15c3-1 under the Securities Exchange Act of 1934, or (2) such broker-dealer is a member of an exchange whose members are exempt from 240.15c3-1 under the provisions of paragraph (b) (2) thereof, and such broker-dealer is in compliance with all rules and settled practices of such exchange imposing requirements with respect to financial responsibility and the segregation of funds or securities carried for the account of customers.

(Sec. 206(4), 54 Stat. 852, as amended; 15 U.S.C. 80b-6) [27 F.R. 2150, Mar. 6, 1962]

Subject

PART 279-FORMS PRESCRIBED UNDER THE INVESTMENT ADVISERS ACT OF 1940

Sec.

279.18

Sec.

279.19

279.0-1 Incorporation by reference. 279.1

279.2

279.3 279.4

279.5

279.6

279.7

Form ADV, for application for registration of investment adviser, and for amendments to such registration statement.

Form ADV-W, notice of withdrawal from registration as investment adviser. [Reserved]

Form 4-R; irrevocable appointment of agent for service of process, pleadings and other papers by individual nonresident investment adviser. Form 5-R; irrevocable appointment

of agent for service of process, pleadings and other papers by corporation nonresident investment adviser. Form 6-R; irrevocable appointment

of agent for service of process, pleadings and other papers by partnership nonresident investment adviser.

Form 7-R; irrevocable appointment of agent for service of process, pleadings and other papers by nonresident general partner of investment adviser.

279.20

Form 8-M, for consent to service of process by a corporation nonresident broker-dealer.

Form 9-M, for consent to service of process by a partnership nonresident broker-dealer.

Form 10-M, for consent to service of process by a nonresident general partner of a broker-dealer firm. AUTHORITY: The provisions of this Part 279 issued under sec. 211, 54 Stat. 855; 15 U.S.C. 80b-11.

SOURCE: The provisions of this Part 279 appear at 33 F.R. 19005, Dec. 20, 1968, unless otherwise noted.

§ 279.0-1 Incorporation by reference.

(a) The forms prescribed for use under the Investment Advisers Act of 1940, which are identified and described in this part, are hereby incorporated by reference pursuant to 5 U.S.C. 552(a) (1) and 1 CFR Part 20.

(b) Copies of the forms prescribed in this part may be obtained on request addressed to Securities and Exchange Commission, Washington, D.C. 20549. The forms may also be inspected at that address, and at the Commission's regional and branch offices whose addresses appear in § 200.11 of this chapter.

(c) Revisions or amendments of the forms may be issued from time to time by the Securities and Exchange Commis

sion. An historic file of such amendments or revisions is maintained and made available for inspection at the Securities and Exchange Commission, Washington, D.C. 20549.

§ 279.1 Form ADV, for application for registration of investment adviser, and for amendments to such regis. tration statement.

This form shall be filed pursuant to Rule 203-1 and 204–1 (§§ 275.203-1, 275.204-1 of this chapter) as an application for registration of an investment adviser pursuant to sections 203 (c) or 203 (f) of the Investment Advisers Act of 1940, and also as amendment to said registration pursuant to Rule 204-1 (§ 275.204-1 of this chapter).

[Amended, 34 F.R. 2503, Feb. 21, 1969; 34 F.R. 6730, Apr. 22, 1969]

§ 279.2 Form ADV-W, notice of withdrawal from registration as investment adviser.

This form shall be filled pursuant to Rule 203-2 (§ 275.203-2 of this chapter) by a registered investment adviser as a notice of withdrawal from registration as such under the Investment Advisers Act of 1940. § 279.3

[Reserved]

§ 279.4 Form 4-R, irrevocable appointment of agent for service of process, pleadings and other papers by individual nonresident investment adviser.

This form shall be filed pursuant to Rule 0-2 (§ 275.0-2 of this chapter) by each individual nonresident investment adviser who is registered or applying for registration with the Commission as an investment adviser.

§ 279.5 Form 5-R, irrevocable appointment of agent for service of process, pleadings and other papers by corporation nonresident investment adviser.

This form shall be filed pursuant to Rule 0-2 (§ 275.0-2 of this chapter) by each corporation nonresident investment adviser, and by each unincorporated nonresident investment adviser not organized as a partnership, which is registered or applying for registration with the Commission as an investment adviser.

§ 279.6 Form 6-R, irrevocable appointment of agent for service of process, pleadings and other papers by partnership nonresident investment adviser.

This form shall be filed pursuant to Rule 0-2 (§ 275.0-2 of this chapter) by each partnership nonresident investment adviser which is registered or applying for registration with the Commission as an investment adviser.

§ 279.7 Form 7–R, irrevocable appointment of agent for service of process, pleadings and other papers by nonresident general partner of investment adviser.

This form shall be filed pursuant to Rule 0-2 (§ 275.0-2 of this chapter) by each nonresident general partner of an investment adviser, and by each nonresident "managing agent" of an unincorporated investment adviser as defined in said Rule 0-2, which is registered or applying for registration with the Commission as investment adviser.

§§ 279.8-279.16 [Reserved]

§ 279.17 Form 7-M, for consent to service of process by an individual nonresident broker-dealer.

This form shall be filed pursuant to Rule 0-1 (§ 275.0-1 of this chapter) by each individual nonresident brokerdealer registered or applying for registration pursuant to section 15 of the Securities Exchange Act of 1934 (15 U.S.C. 780). (Same as § 249.507 of this chapter.)

§ 279.18 Form 8-M, for consent to service of process by a corporation nonresident broker-dealer.

This form shall be filed pursuant to Rule 0-1 (§ 275.0-1 of this chapter) by each corporation which is a nonresident broker-dealer registered or applying for registration pursuant to section 15 of the Securities Exchange Act of 1934 (15 U.S.C. 780). (Same as § 249.508 of this chapter.)

§ 279.19 Form 9-M, for consent to service of process by a partnership nonresident broker-dealer.

This form shall be filed pursuant to Rule 0-1 (§ 275.0-1 of this chapter) by each partnership nonresident brokerdealer registered or applying for registration pursuant to section 15 of the Securities Exchange Act of 1934 (15 U.S.C. 780). (Same as § 249.509 of this chapter.)

§ 279.20 Form 10-M, for consent to service of process by a nonresident general partner of a broker-dealer firm.

This form shall be filed pursuant to Rule 0-1 (§ 275.0-1 of this chapter) by

each nonresident general partner of a broker-dealer firm registered or applying for registration pursuant to section 15 of the Securities Exchange Act of 1934 (15 U.S.C. 780). (Same as § 249.510 of this chapter.)

§ 285.1

Applicability of part.

This part (Regulation BW), prescribes the reports to be filed with the Securities and Exchange Commission by the International Bank for Reconstruction and Development pursuant to section 15(a) of the Bretton Woods Agreements Act. § 285.2 Periodic reports.

(a) Within 45 days after the end of each of its fiscal quarters, the Bank shall file with the Commission the following information:

(1) Information as to any purchases or sales by the Bank of its primary obligations during such quarter.

(2) Copies of the Bank's regular quarterly financial statements.

(3) Copies of any material modifications or amendments during such quar

ter of any exhibits (other than (1) constituent documents defining the rights of holders of securities of other issuers guaranteed by the Bank and (ii) loan and guaranty agreements to which the Bank is a party) previously filed with the Commission under any statute.

(b) Copies of each annual report of the Bank to its Board of Governors shall be filed with the Commission within 10 days after the submission of such report to the Board of Governors. [20 F.R. 588, Jan. 27, 1955]

§ 285.3 Reports with respect to proposed distribution of primary obligations.

The Bank shall file with the Commission, not less than 7 days prior to the date on which it proposes to sell any of its primary obligations in connection with a distribution of such obligations in the United States, a report containing the information and documents specified in Schedule A below. The term "sell" as used in this section and in Schedule A means the making of a completed sale or a firm commitment to sell.

§ 285.4 Preparation and filing of reports.

(a) Every report required by this part shall be filed under cover of a letter of transmittal which shall state the nature of the report and indicate the particular rule and subdivision thereof pursuant to which the report is filed. At least the original of every such letter shall be signed on behalf of the Bank by a duly authorized officer thereof.

(b) Two copies of every report, including the letter of transmittal, exhibits and other papers and documents comprising a part of the report, shall be filed with the Commission.

(c) The report shall be in the English language. If any exhibit or other paper or document filed with the report is in a foreign language, it shall be accompanied by a translation into the English language.

(d) Reports pursuant to § 285.3 (Rule 3) may be filed in the form of a prospectus to the extent that such prospectus contains the information specified in Schedule A.

SCHEDULE A

This schedule specifies the information and documents to be furnished in a report pursuant to § 285.3 (Rule 3) with respect to a proposed distribution of primary obligations of the Bank. Information not available at the time of filing the report shall be filed as promptly thereafter as possible.

ITEM 1. Description of obligations. As to each issue of primary obligations of the Bank which is to be distributed, furnish the following information:

(a) The title and date of the issue.

(b) The interest rate an interest payment dates.

(c) The maturity date or if serial, the plan of serial maturities. If the maturity of the obligation may be accelerated, state the circumstances under which it may be so

accelerated.

(d) A brief outline of (1) any redemption provisions and (2) any amortization, sinking fund or retirement provisions, stating the annual amount, if any, which the Bank will be under obligation to apply for the satisfaction of such provisions.

(e) If secured by any lien, the kind and priority thereof, and the nature of the property subject to the lien; if any other indebtedness is secured by an equal or prior lien on the same property, state the nature of such other liens.

(f) If any obligations issued or to be issued by the Bank will, as to the payment of interest or principal, rank prior to the obligations to be distributed, describe the nature and extent of such priority.

(g) Outline briefly any provisions of the governing instruments under which the terms of the obligations to be distributed may be amended or modified by the holders thereof or otherwise.

(h) Outline briefly any other material provisions of the governing instruïnents pertaining to the rights of the holders of the obligations to be distributed or pertaining to the duties of the Bank with respect thereto.

(1) The name and address of the fiscal or paying agent of the Bank, if any.

ITEM 2. Distribution of obligations. (a) Outline briefly the plan of distribution of the obligations and state the amount of the participation of each principal underwriter, if any.

(b) Describe any arrangements known to the Bank or to any principal underwriter named above designed to stabilize the market for the obligations for the account of the Bank or the principal underwriters as a group and indicate whether any transactions have already been effected to accomplish that purpose.

(c) Describe any arrangements for withholding commissions, or otherwise, to hold each underwriter or dealer responsible for the distribution of his participation.

ITEM 3. Distribution spread. The following information shall be given, in substantially the tabular form indicated, as to all obligations which are to be offered for cash (estimate, if necessary):

ITEM 4. Discounts and commissions to subunderwriters and dealers. State briefly the discounts and commissions to be allowed or paid to dealers. If any dealers are to act in the capacity of sub-underwriters and are to be allowed or paid any additional discounts or commissions for acting in such capacity, a general statement to that effect will suffice, without giving the additional amounts so paid or to be so paid.

ITEM 5. Other expenses of distribution. Furnish a reasonably itemized statement of all expenses of the Bank in connection with the issuance and distribution of the obligations, except underwriters' or dealers' discounts and commissions.

Instructions: Insofar as practicable, the itemization shall include transfer agents' fees, cost of printing and engraving, and legal and accounting fees. The information may be given as subject to future contingencies. If the amounts of any items are not known, estimates, designated as such, shall be given.

ITEM 6. Application of proceeds. Make a reasonably itemized statement of the purposes, so far as determinable, for which the net proceeds to the Bank from the obligations are to be used, and state the approximate amount to be used for each such purpose.