The principal office of the Commission, at 425 Second Street NW., Washington, D. C., is open each day, except Saturdays, Sundays, and holidays, from 9 a. m. to 5:30 p. m., eastern standard time or eastern daylight-saving time, whichever is currently in effect in Washington. RULE II APPEARANCE AND PRACTICE BEFORE THE COMMISSION (a) An individual may appear in his own behalf, a member of a partnership may represent the partnership, a bona fide officer of a corporation, trust or association may represent the corporation, trust or association, and an officer or employee of a State commission or of a department or political subdivision of a State may represent the State commission or the department or political subdivision of the State, in any proceeding. (b) A person may be represented in any proceeding by an attorney at law admitted to practice before the Supreme Court of the United States, or the highest court of any State or Territory of the United States, or the Court of Appeals or the District Court of the United States for the District of Columbia. (c) A person shall not be represented at any hearing before the Commission or a hearing officer except as stated in paragraphs (a) and (b) of this rule. (d) Any person appearing before or transacting business with the Commission in a representative capacity may be required to file a power of attorney with the Commission showing his authority to act in such capacity. (e) The Commission may disqualify, and deny, temporarily or permanently, the privilege of appearing or practicing before it in any 1 As amended effective September 11, 1946, and applicable to proceedings initiated after that date. 883285-50- -1 UNIVERSITY OF MICHIGAN way to any person who is found by the Commission after hearing in the matter (1) not to possess the requisite qualifications to represent others; or (2) to be lacking in character or integrity or to have engaged in unethical or improper professional conduct. (f) Contemptuous conduct at any hearing before the Commission or a hearing officer shall be ground for exclusion from said hearing and for summary suspension without a hearing for the duration of the hearing. (g) For the purposes of this rule, practicing before the Commission shall include the preparation of any statement, opinion or other paper by any attorney, accountant, engineer or other expert, filed with the Commission in any registration statement, application, report or other document with the consent of such attorney, accountant, engineer or other expert. RULE III NOTICES OF HEARINGS AND ISSUES; SPECIFICATION OF PROCEDURES (a) Whenever a hearing is ordered by the Commission in any proceeding, notice of such hearing shall be given by the Secretary or other duly designated officer of the Commission to each party to the proceeding, or to the person designated as being authorized to receive notices issued by the Commission. Such notice shall state the time, place and nature of the hearing and the legal authority and jurisdiction under which the hearing is to be held, and shall be accompanied by a short and simple statement of the matters of fact and law to be considered and determined. In proceedings pursuant to Section 8 of the Securities Act of 1933 such notice of hearing shall include by number or name a statement of the items in the registration statement which appear to be incomplete or inaccurate in any material respect or to include any untrue statement of a material fact or to omit a statement of any material fact required to be stated therein or necessary to make the statement therein not misleading, and such notice shall be accompanied or followed by a short and simple statement concerning such items. (b) The time and place for any such hearing shall be fixed with due regard for the convenience and necessity of the parties or their representatives. The notice of hearing shall be given to each party a reasonable time in advance of the hearing by personal service, by confirmed telegraphic notice or, in any proceedings other than those pursuant to Section 8 of the Securities Act of 1933, by registered mail DEPOSITED BY THE UNITED STATES OF AMERICA 7-5.50 RULES OF PRACTICE 3 addressed to the last known business address of the party or his agent for service. (c) Unless otherwise ordered by the Commission, notice of any such public hearing shall be given general circulation by publication in the Federal Register where authorized, by release to the public press, and by distribution to the applicable mailing lists on file with the Commission. (d) In any proceeding parties other than the moving party shall give such notice of issues controverted in law or fact as is designated in the notice of hearing or special rules of this Commission. Parties claiming that facts have been admitted or issues have been conceded by failure of other parties adequately to controvert them shall make such claim at the opening of the hearing, provided, however, that no inadequacy of responsive pleading shall operate to relieve a moving party from establishing facts required by statute to be found by the Commission as a basis for granting the action sought. (e) In any proceeding the moving party shall, in the moving papers or the notice of hearing if that is practicable or, if not, as early as practicable in the course of the hearing, specify the procedures considered necessary or appropriate in the proceeding, with particular reference to (1) whether there should be a recommended decision by a hearing officer, (2) whether there should be a recommended decision by any other responsible officer of the Commission, (3) whether the interested Division of the Commission's staff may assist in the preparation of the Commission's decision, and (4) whether there should be a 30-day waiting period between the issuance of the Commission's order and the date it is to become effective. Any other party may object promptly, or within such time as shall be designated by the hearing officer having due regard to the circumstances of the case, to the procedure so specified and may specify such additional procedure as he considers necessary or appropriate and, in the absence of such objection or specification of additional procedure, may be deemed to have waived objection to the specified procedure and to the omission of any procedure not specified (unless the Commission, for good cause shown taking into account any resulting prejudice to other parties, determines the contrary). The hearing officer on his own motion may, or at the request of any party shall, call a conference of the parties at the opening of the hearing or at any subsequent time for the purpose of specifying and agreeing on the procedural steps to be followed or omitted in the proceeding. Any proposal agreed upon by all the parties shall be read into the record and shall determine the procedure in that respect, except that the Commission may, for good cause shown taking into account any resulting prejudice to the parties, vary such procedure at the request of any party or, after notice, on its own motion. RULE IV AMENDMENTS (a) Whenever a hearing is ordered by the Commission in any proceeding pursuant to Section 8 of the Securities Act of 1933, as amended, and items in the registration statement which appear to be incomplete or inaccurate in any material respect, or to include any untrue statement of a material fact, or to omit a statement of any material fact required to be stated therein or necessary to make the statements therein not misleading, are not particularly specified in the notice, such items shall be so specified by amendment to the notice prior to the taking of testimony in regard to such items. The hearing officer may grant or deny a motion for such amendment. Such motions shall be in writing, and may be filed with the hearing officer at any time prior to the termination of the hearing. On request of the registrant the hearing officer, after granting such motion, shall grant a reasonable time within which the registrant may familiarize himself with such matters before taking testimony in regard to such items. (b) In any other proceeding instituted by the Commission, amendment may be allowed to the order, rule to show cause or other moving papers, by the Commission on application to it, or by it upon its own motion. (c) When issues not raised by the pleading of a party or the Commission's statement of matters to be considered and determined are tried by express or implied consent of the parties, they may be treated in all respects as if they had been raised in the pleadings. RULE V HEARINGS FOR THE PURPOSE OF TAKING EVIDENCE (a) Hearings for the purpose of taking evidence shall be held as ordered by the Commission. (b) All such hearings shall be held before a hearing officer who shall be an officer duly designated by the Commission, one or more members of the Commission, or the Commission. The hearings shall be conducted by the hearing officer in an impartial and orderly manner. All such hearings, except hearings pursuant to the provisions of Clause 30 of Schedule A of the Securities Act of 1933, as amended, or Section 24 (b) of the Securities Exchange Act of 1934, as amended, or Section 22 (b) of the Public Utility Holding Company Act of |