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mendation for criminal prosecution, and for granting or denying requests by domestic and foreign governmental authorities, self-regulatory organizations, receivers, special counsels, and other similar persons appointed in Commission litigation, the Securities Investor Protection Corporation, and trustees and counsel for trustees appointed pursuant to section 5(b) of the Securities Investor Protection Act, for access to the Commission's files concerning non-public investigations.

(47 FR 26821, June 22, 1982)

spections arising in connection with such administration, specified below:

(a) Administration of all matters arising under the Securities Exchange Act of 1934 (15 U.S.C. 78a, et seq.), except:

(1) The examination and processing of applications for registration of securities on national securities exchanges pursuant to section 12 of the Act (15 U.S.C. 781).

(2) The examination and processing of periodic reports filed pursuant to sections 13 and 15(d) of the Act (15 U.S.C. 78m, 780(d)).

(3) The examination and processing of proxy soliciting material pursuant to regulations adopted under section 14 of the Act (15 U.S.C. 78n).

(4) The examination and processing of ownership reports filed under section 16(a) of the Act (15 U.S.C. 78p(a)).

(5) The denial or suspension of registration of securities registered on national securities exchanges, pursuant to section 19(a)(2) (15 U.S.C. 78s(a)(2)) by reason of failure to comply with the reporting requirements of that Act.

(6) The enforcement and related activities under the jurisdiction of the Division of Enforcement. (15 U.S.C. 78d, 78d-1, 78d-2, 80a-37) (37 FR 16792, Aug. 19, 1972, as amended at 43 FR 13376, Mar. 30, 1978)

$ 200.20b Director of Division of Invest

ment Management. The Director of the Division of Investment Management is responsible to the Commission for the administration of the Commission's responsibilities under the Investnient Company Act of 1940 and the Investment Advisers Act of 1940, the administration and execution of the Public Utility Holding Company Act of 1935, and with respect to matters pertaining to investment companies registered under the Investment Company Act of 1940 and pooled investment funds or accounts, the administration of all matters relating to establishing and requiring adherence to standards of economic and financial reporting and the administration 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 in paragraphs (a) through (e) of this section. These duties shall include investigations and inspections arising in connection with such administration; duties under paragraphs (a) through (e) of this section shall not include enforcement and related activities under the jurisdiction of the Division of Enforcement, but duties under paragraphs (f) and (g) of this section shall include enforcement and related activities under the jurisdiction of the Division of Enforcement.

(a) The administration of all matters arising under the Investment Company Act of 1940 (15 U.S.C. 80a-1, et seq.), except those arising under sec

$ 200.19b Director of the Division of En

forcement. The Director of the Division of Enforcement is responsible to the Commission for the supervision and conduct of all of the enforcement activities under each of the acts administered by the Commission and the investigations relating thereto. The Director is responsible also for recommending the institution of administrative and injunctive actions arising out of such investigations and enforcement activities and for the determination of whether the available evidence supports the allegations in the proposed complaint. In addition, the Director is responsible, in collaboration with the General Counsel, for the review of cases to be referred to the Department of Justice with a recom

tion 30(f) of the Act (15 U.S.C. 80a29(f)).

(b) All matters arising under the Securities Act of 1933 (15 U.S.C. 77a, et seq.) arising from or pertaining to material field pursuant to the requirements of that Act by investment companies registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1, et seq.) and pooled investment funds or accounts.

(c) All matters arising under the Securities Exchange Act of 1934 (15 U.S.C. 78a, et seq.), except the examination and processing of statements of beneficial ownership of securities and changes in such ownership filed under section 16(a) (15 U.S.C. 78p(a)) of such Act, pertaining to investment companies registered under the Investment Company Act of 1940 and pooled investment funds or accounts in connection with:

(1) The registration of securities pursuant to section 12 of the Act (15 U.S.C. 781), including the exemptive provisions of section 12(h) (15 U.S.C. 781(h)).

(2) The examination and processing of periodic reports filed pursuant to sections 13 and 15(d) of the Act (15 U.S.C. 78m, 780(d)).

(3) The examination and processing of proxy soliciting material filed pursuant to section 14(a) and information material filed pursuant to section 14(c) of the Act (15 U.S.C. 78n(a), 78n(c)).

(d) All matters pertaining to investment companies registered under the Investment Company Act of 1940 and pooled investment funds or accounts arising under the Trust Indenture Act of 1939 (15 U.S.C. 77aaa, et seq.).

(e) All matters arising under the Investment Advisers Act of 1940 (15 U.S.C. 80b-1, et seq.).

(f) The examination and processing of proxy solicitation material that is subject to Regulation 14 ($ $ 240.14a-1 to 240.14a-12 of this chapter) adopted under the Securities Exchange Act of 1934.

(g) The examination and processing of ownership reports filed under sec. 17(a) of the Public Utility Holding Company Act (15 U.S.C. 79q(a)). [41 FR 29375, July 16, 1976, as amended at 50 FR 5064, Feb. 5, 1985)

$ 200.200 Office of Applications and Re

ports Services. The Office of Applications and Re. ports Services is responsible for the receipt and initial handling of all public documents filed at the Commission's headquarters office. The initial handling includes determining acceptabil. ity, extracting data for EDP input, calculating fees, conducting cursory and substantive examinations, assigning filings to branches and preparing deficiency correspondence. In addition, the Office is responsible for the custody and control of the Commission's official records; for the development of plans and implementation of the Commission's records management program; for authenticating all documents produced for administrative or judicial proceedings; for maintaining liaison with the National Archives and Records Service and other Govern. ment agencies with respect to the Commission's records and its records management program. Additionally, the Office is the definitive source of statistics for a wide variety of reports and prepares various data based publications, such as the Corporation Index.

(Sec. 4(b), 48 Stat. 885, sec. 1106(a), 63 Stat. 972, 15 U.S.C. 78d(b); secs. 1, 2, 76 Stat. 394, 395, 15 U.S.C. 78d-1, 78d-2; secs. 19, 48 Stat. 85, 908, 15 U.S.C. 77s; sec. 23(a), 48 Stat. 901, sec. 8, 49 Stat. 1379, 15 U.S.C. 78w(a); sec. 20, 49 Stat. 833, 15 U.S.C. 78t; sec. 319, 53 Stat. 1173, 15 U.S.C. 77sss; sec. 38, 54 Stat. 841, 15 U.S.C. 80a-37; sec. 211, 54 Stat. 855. sec. 14, 74 Stat. 888, 15 U.S.C. 80b-11; sec. 15B, 15 U.S.C. 780-4(a); sec. 17A, 15 U.S.C. 789-1 (c)(2); 11 U.S.C. 901, 1109(a)) (43 FR 13376, Mar. 30, 1978, as amended at 49 FR 12685, Mar. 30, 1984)

$ 200.21 The General Counsel.

(a) The General Counsel is the chief legal officer of the Commission. He or she is responsible for the representation of the Commission in judicial proceedings in which it is involved as a party or as amicus curiae, for directing and supervising all civil litigation involving the Commission in the United States District Courts, for directing and supervising the Commission's responsibilities under the Bankruptcy Code and all related litigation, and for representing the Commission in all cases in appellate courts. The General Counsel is responsible for the review of cases which the Division of Enforcement recommends be referred to the Department of Justice with a recommendation for criminal prosecution. Together with the Director of the Division of Enforcement, the General Counsel is responsible for granting of access, by delegated authority, to materials contained in Commission files concerning non-public investigatory proceedings in which formal orders of investigation have been entered at the request of domestic and foreign governmental authorities, self-regulatory organizations, receivers, special counsels, and other similar persons appointed in Commission ligitation, the Securities Investor Protection Corporation, and trustees and counsel for trustees “appointed” pursuant to section 5(b) of the Securities Investor Protection Act. In addition, he or she is responsible for advising the Commission at its request or at the request of any division director or office head, or on his or her own motion, with respect to interpretations involving questions of law; for reviewing and advising the Commission upon the legal aspects and policy implications of pre-argument memoranda and draft Commission opinions prepared by the Office of Opinions and Review; for the conduct of adminstrative proceedings relating to the disqualification of professional persons from practice before the Commission; for the preparation of Commission comments to the Congress on pending legislation; and for the drafting, in conjunction with appropriate divisions and offices, of legislative proposals to be sponsored by the Commission. The General Counsel is also 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 and is responsible for investigating any claims of staff improprieties. Additionally, he or she has responsibility with the Office of Opinions and Review for dealing with general problems arising under the Administrative Procedure Act, including (with the Office of

Opinions and Review) the revision or adoption of rules of practice. He or she is responsible (with the Director of Personnel) for administering and interpreting the Commission's Conduct Regulation. He or she serves as Counselor to the Commission and its staff with regard to ethical and conflicts of interest questions and acts as the Commission's liaison on such matters with the Office of Personnel Management and the Department of Justice. The General Counsel also is responsible for coordinating and reviewing the interpretive positions of the various divisions and offices. In addition, he or she is responsible for appropriate disposition of all Freedom of Information Act and Privacy Act appeals pursuant to the authority delegated in $ 200.3014, and is the Commission's advisor with respect to legal problems arising under the Freedom of Information Act, the Privacy Act, the Federal Reports Act, the Federal Advisory Committee Act, the Civil Service laws and regulations, the statutes and rules applicable to the Commission's procurement, contracting, fiscal and related administrative activities, and other statutes and regulations of a similar nature applicable to a number of Government agencies.

(b) The General Counsel also is responsible to the Commission for the administration of the Government in the Sunshine Act for publicly certifying, pursuant to $ 200.406, that, in his or her opinion, particular Commission meetings may properly be closed to the public. In the absence of the General Counsel, the Solicitor to the Commission shall be deemed the General Counsel for purposes of $ 200.406. In the absence of the General Counsel and the Solicitor, the most senior Associate General Counsel available shall be deemed the General Counsel for purposes of $ 200.406. In the absence of the General Counsel, the Solicitor, and every Associate General Counsel, the most senior Assistant General Counsel available shall be deemed the General Counsel for purposes of $ 200.406. In the absence of the General Counsel, the Solicitor, every Associate General Counsel and every Assistant General Counsel, such attorneys as the General Counsel may designate (in such order of succession as the General Counsel directs) shall exercise the responsibilities imposed by $ 200.406. (15 U.S.C. 78d-1, 78d-2; sec. 19, 48 Stat. 85; sec. 20, 48 Stat. 86; sec. 21, 48 Stat. 899; sec. 23, 48 Stat. 901; sec. 18, 49 Stat. 831; sec. 20, 49 Stat. 833; sec. 319, 53 Stat. 1173; sec. 321, 53 Stat. 1174; sec. 38, 54 Stat. 841; sec. 42, 54 Stat. 842; sec. 209, 54 Stat. 853; sec. 211, 54 Stat. 855; sec. 1, 76 Stat. 394. (15 U.S.C. 77s, 771, 78u, 78w, 79r, 79t, 77sss, 77uuu, 80a-37, 80a-41, 80b-9, 89b-11, 78d-1); Pub. L. 94-409, 90 Stat. 1241; 11 U.S.C. 901, 1109(a); Act of Aug. 20, 1962, Pub. L. 87-592, 76 Stat. 394 (15 U.S.C. 78d-1, 78d-2), as amended by Securities Acts Amendments of 1975, Pub. L. 94-29, 89 Stat. 163 (June 4, 1975); and 5 U.S.C. 552a(d)(2)(B)(ii)) (43 FR 13376, Mar. 30, 1978, as amended at 47 FR 26821, June 22, 1982; 47 FR 37077, Aug. 25, 1982; 49 FR 12685, Mar. 30, 1984; 49 FR 13866, Apr. 9, 1984; 50 FR 12240, Mar. 28, 1985)

complaint is not frivolous, to the Chairman or most senior Commissioner who would be proper, for transmission to the Department of Justice in accordance with the provisions of 28 U.S.C. 535;

(5) Acting as liaison with the De. partment of Justice with respect to such matters as have been referred; or with state or local authorities to whom matters may on occasion be referred;

(6) Preparing for submission to the General Counsel reports of completed investigations wth recommendations for disposition;

(7) Arranging for the review of articles and speeches as required by $ 200.735-4(e) of this chapter;

(8) Giving counseling under, and preparing interpretations or opinions with respect to, provisions of the Com. mission's regulations governing the conduct of employees; and

(9) Referring findings of professional misconduct to the appropriate state professional boards or societies.

(11 U.S.C. 901, 1109(a)) [45 FR 46352, July 10, 1980, as amended at 49 FR 12685, Mar. 30, 1984)

8 200.21a Ethics Counsel.

(a) The Ethics Counsel within the Office of the General Counsel of the Commission shall oversee compliance with the Regulation Concerning Conduct of Members and Employees and Former Members and Employees, $ $ 200.735-1-200.735-18 of this chapter and shall, when appropriate, investigate allegations of violation of that Regulation and the Commission's Canons of Ethics, $ $ 200.50-200.72 of this chapter and the Code of Behavior Concerning Ex Parte Communications Between Persons Outside the Commission and Decisional Employees, $ $ 200.110-200.114 of this chapter.

(b) The Counsel's responsibilities, subject to the oversight of the General Counsel or his or her delegate, shall include:

(1) Receiving and reviewing information containing allegations of misconduct by a Commission employee;

(2) Referring those matters which involve management questions to Division Directors, Office Heads or Regional Administrators;

(3) Investigating or overseeing investigations into those allegations of misconduct which, in the judgment of Counsel, require investigation;

(4) Referring complaints which appear to involve a violation of federal criminal statutes, after a preliminary investigation has determined that the

$ 200.22 The Chief Accountant.

The Chief Accountant of the Commission is the chief accounting officer of the Commission and is responsible to the Commission for all accounting and auditing matters arising in the ad. ministration of the Acts administered by the Commission, particularly with respect to new accounting policy determinations, the form and content of financial statements to be filed with the Commission, and the supervision of procedures to be followed in audit or accounting investigations conducted by the Commission staff. He is responsible for recommending the institution of administrative proceedings relating to the disqualification of accountants to practice before the Commission, and for assisting counsel in the conduct of such proceedings and, in appropriate cases, for consultation and advice in the preparation of formal Commission opinions involving counting and auditing matters.

ac

the Commission before the Office of Management and Budget and Congressional Appropriations Committees on appropriation matters, and the Treasury Department and the General Accounting Office on financial and progamming matters.

(11 U.S.C. 901, 1109(a)) (49 FR 12685, Mar. 30, 1984)

$ 200.23a Office of the Chief Economist.

The Office of the Chief Economist is responsible to the Commission for providing an objective economic perspective to understand and evaluate the economic dimension of the agency's regulatory oversight. The Chief Economist provides the Commission with economic analyses of proposed rule changes, current or proposed policies, and capital market topics. Advice is designed to address such questions as whether proposed rules or policies accomplish their objectives, what benefits are produced by proposed rules or policies, and what costs accompany those benefits. Upon request, the Chief Economist provides professional advice and technical support to operating divisions. (11 U.S.C. 901, 1109(a)) (49 FR 12685, Mar. 30, 1984)

8 200.23b Directorate of Economic and

Policy Analysis. The Directorate of Economic and Policy Analysis is responsible to the Commission, in coordination with its other divisions and offices, for the continuing analysis of the economic effects of existing and proposed Commission regulations and developments in the securities industry and markets. Based on its analysis, the Directorate is responsible for recommending to the Commission the adoption or modification or programs, policies and regulations under the statutes administered by the Commission. The Directorate also has the responsibility for coordinating and, together with the Office of the General Counsel, ensuring compliance with the requirements of the Regulatory Flexibility Act. (15 U.S.C. 78d-1, 8d-2) (49 FR 12685, Mar. 30, 1984)

8 200.24a Office of Consumer Affairs and

Information Services. The Office of Consumer Affairs and Information Services is responsible to the Commission for its consumer protection program. This includes implementation of a nationwide system for the resolution of investor disputes; improving and upgrading the Commission's complaint processing effort; providing for greater Commission oversight of the complaint processing procedures of the self-regulatory organizations; increasing the Commission's consumer education program, in conjunction with the Office of Public Affairs; providing for greater consumer input in Commission rulemaking proceedings; and, together with the Office of the General Counsel, recommending cases in which the Commission might seek to appear as amicus curiae. This Office is also charged with managing the Commission's public reference facilities and with processing general inquiries under the Freedom of Information Act (Pub. L. 90-23, 81 Stat. 54) and the Privacy Act (Pub. L. 93-579, 88 Stat. 1896).

(15 U.S.C. 78d-1, 78d-2) (43 FR 13376, Mar. 30, 1978, as amended at 49 FR 12685, Mar. 30, 1984)

$ 200.24 Office of the Comptroller.

This Office, under the direction of the Comptroller, is responsible to the Executive Director, Chairman and Commission for the internal financial management and programming functions of the Securities and Exchange Commission. These functions include: budgeting, accounting, payroll and adminstrative audit. The Comptroller, and his designees, serves as liaison to

$ 200.25 Office of Personnel.

The Office of Personnel is under the supervision of the Director of Personnel, who is responsible to the Chairman and the Executive Director for the development and execution of the personnel programs of the Commission. These programs include recruitment, placement and staffing; position classification and wage administration; employee career development and training; labor-management relations, including representing management on labor relations matters; personnel

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