a violation of the provisions of this subchapter, or of any rule or regulation prescribed under authority thereof, it may in its discretion, bring an action in any district court of the United States or United States court of any Territory, to enjoin such acts or practices, and upon a proper showing a permanent or temporary injunction or restraining order shall be granted without bond. The Commission may transmit such evidence as may be available concerning such acts or practices to the Attorney General who may, in his discretion, institute the necessary criminal proceedings under this subchapter. Any such criminal proceeding may be brought either in the district wherein the transmittal of the prospectus or security complained of begins, or in the district wherein such prospectus or security is received.

(c) Upon application of the Commission the district courts of the United States and the United States courts of any Territory, shall also have jurisdiction to issue writs of mandamus commanding any person to comply with the provisions of this subchapter or any order of the Commission made in pursuance thereof. (May 27, 1933, ch. 38, title I, § 20, 48 Stat. 86; June 25, 1936, ch. 804, 49 Stat. 1921; June 25, 1948, ch. 646, § 1, 62 Stat. 875, 895.)

CODIFICATION

The words "or the district court of the United States for the District of Columbia" in subsection (b) following "United States court of any territory," and "and the district court of the United States for the District of Columbia" in subsection (c) following "the United States courts of any Territory", have been deleted as superfluous in view of section 132 (a) of Title 28, Judiciary and Judicial Procedure which states that "There shall be in each judicial district a district court which shall be a court of record known as the United States District Court for the district", and section 88 of said Title 28 which states that "The District of Columbia constitutes one judicial district".

CHANGE OF NAME

Act June 25, 1948, eff. Sept. 1, 1948, as amended by act May 24, 1949, substituted "United States District Court for the District of Columbia" in lieu of "District Court of the United States for the District of Columbia."

Act June 25, 1936, substituted "district court of the United States for the District of Columbia" in lieu of "Supreme Court of the District of Columbia".

TRANSFER OF FUNCTIONS

All executive and administrative functions of the Securities and Exchange Commission were, with certain exceptions, transferred to the Chairman of such Commission, with authority vested in him to authorize their performance by any officer, employee, or administrative unit under his jurisdiction, by 1950 Reorg. Plan No. 10, §§ 1, 2, eff. May 24, 1950, 15 F. R. 3175, 64 Stat. 1265, set out in note following section 78d of this title.

CROSS REFERENCES

Actions to enjoin violations and institution of criminal proceedings under

Investment Advisers Act of 1940, see section 80b-9 (e) of this title.

Investment Company Act of 1940, see section 80a-41 (e) of this title.

Public Utility Holding Company Act of 1935, see section 79r (f) of this title.

Securities Exchange Act of 1934, see section 78u (e) of this title.

Investigation of facts by Commission under

Investment Advisers Act of 1940, see section 80b-9 (a) of this title.

24626--53-vol. 2- -6

Investment Company Act of 1940, see section 80a-41 (a) of this title.

Public Utility Holding Company Act of 1935, see section 79r (a) of this title.

Securities Exchange Act of 1934, see section 78u (f) of this title.

Investigations and hearings under Trust Indenture Act of 1939, see section 77uuu of this title. Issuance of mandamus under

Public Utility Holding Company Act of 1935, see section 79r (g) of this title.

Securities Exchange Act of 1934, see section 78u (f) of this title.

Rules and regulations, authority of Commission to make, amend, and rescind, see section 77s of this title. Venue of criminal proceedings under

Investment Advisers Act of 1940, see section 80b-14 of this title.

Investment Company Act of 1940, see section 80a-43 of this title.

Public Utility Holding Company Act of 1935, see section 79y of this title.

Securities Exchange Act of 1934, see section 78aa of this title.

FEDERAL RULES OF CIVIL PROCEDURE Injunctions, see rule 65 and notes of Advisory Committee under said rule, following section 2072 of Title 28, Judiciary and Judicial Procedure.

Mandamus as abolished but relief yet available by appropriate action or motion under Federal Rules of Civil Procedure, see rule 81 (b) and notes of Advisory Committee under said rule.

RULES OF PRACTICE

Rules of practice before the Securities Exchange Commission are set out following section 78u of this title.

§ 77u. Hearings by Commission.

All hearings shall be public and may be held before the Commission or an officer or officers of the Commission designated by it, and appropriate records thereof shall be kept. (May 27, 1933, ch. 38, title I, § 21, 48 Stat. 86.)

TRANSFER OF FUNCTIONS

All executive and administrative functions of the Securities and Exchange Commission were, with certain exceptions, transferred to the Chairman of such Commission, with authority vested in him to authorize their performance by any officer, employee, or administrative unit under his jurisdiction, by 1950 Reorg. Plan No. 10, §§ 1, 2, eff. May 24, 1950, 15 F. R. 3175, 64 Stat. 1265, set out in note under section 78d of this title.

CROSS REFERENCES

Hearings by Commission under

Investment Advisers Act of 1940, see section 80b-12 of this title.

Investment Company Act of 1940, see section 80a-40 of this title.

Public Utility Holding Company Act of 1935, see section 79s of this title.

Securities Exchange Act of 1934, see section 78v of this title.

Trust Indenture Act of 1939, see section 77ttt of this title.

RULES OF PRACTICE

Rules of Practice before the Securities Exchange Commission are set out following section 78u of this title. §77v. Jurisdiction of offenses and suits.

(a) The district courts of the United States, and the United States courts of any Territory, shall have jurisdiction of offenses and violations under this subchapter and under the rules and regulations promulgated by the Commission in respect thereto, and, concurrent with State and Territorial courts,

of all suits in equity and actions at law brought to enforce any liability or duty created by this subchapter. Any such suit or action may be brought in the district wherein the defendant is found or is an inhabitant or transacts business, or in the district where the sale took place, if the defendant participated therein, and process in such cases may be served in any other district of which the defendant is an inhabitant or wherever the defendant may be found. Judgments and decrees so rendered shall be subject to review as provided in sections 225 and 347 of Title 28. No case arising under this subchapter and brought in any State court of competent jurisdiction shall be removed to any court of the United States. No costs shall be assessed for or against the Commission in any proceeding under this subchapter brought by or against it in the Supreme Court or such other courts.

(b) In case of contumacy or refusal to obey a subpena issued to any person, any of the said United States courts, within the jurisdiction of which said person guilty of contumacy or refusal to obey is found or resides, upon application by the Commission may issue to such person an order requiring such person to appear before the Commission, or one of its examiners designated by it, there to produce documentary evidence if so ordered, or there to give evidence touching the matter in question; and any failure to obey such order of the court may be punished by said court as a contempt thereof.

(c) No person shall be excused from attending and testifying or from producing books, papers, contracts, agreements, and other documents before the Commission, or in obedience to the subpena of the Commission or any member thereof or any officer designated by it, or in any cause or proceeding instituted by the Commission, on the ground that the testimony or evidence, documentary or otherwise, required of him, may tend to incriminate him or subject him to a penalty or forfeiture; but no individual shall be prosecuted or subjected to any penalty or forfeiture for or on account of any transaction, matter, or thing concerning which he is compelled, after having claimed his privilege against self-incrimination, to testify or produce evidence, documentary or otherwise, except that such individual so testifying shall not be exempt from prosecution and punishment for perjury committed in so testifying. (May 27, 1933, ch. 38, title I, § 22, 48 Stat. 86; June 25, 1936, ch. 804, 49 Stat. 1921; June 25, 1948, ch. 646, § 1, 62 Stat. 875, 895.)

REFERENCES IN TEXT

Sections 225 and 347 of Title 28, referred to in subsection (a), were repealed by act June 25, 1948, ch. 646, § 39, 62 Stat. 992, eff. Sept. 1, 1948.

Said former section 225 is now covered by sections 12911294 of Title 28, Judiciary and Judicial Procedure; see Title 11, Bankruptcy, sections 21 and 45 of this title, and section 3731 of Title 18, Crimes and Criminal Procedure.

Said former section 347 is now covered by section 1254 of Title 28, Judiciary and Judicial Procedure.

CODIFICATION

The words "and the district court of the United States for the District of Columbia" in subsection (a) follow

ing "the United States courts of any territory" have been deleted as superfluous in view of section 132 (a) of Title 28, Judiciary and Judicial Procedure which states that "There shall be in each Judicial district a district court which shall be a court of record known as the United States District Court for the district", and section 88 of said Title 28 which states that "The District of Columbia constitutes one judicial district".

Act June 25, 1936, substituted "district court of the United States for the District of Columbia" in lieu of "Supreme Court of the District of Columbia".

TRANSFER OF FUNCTIONS

All executive and administrative functions of the Securities and Exchange Commission were, with certain exceptions, transferred to the Chairman of such Commission, with authority vested in him to authorize their performance by any officer, employee, or administrative unit under his jurisdiction, by 1950 Reorg. Plan No. 10, §§ 1, 2, eff. May 24, 1950, 15 F. R. 3175, 64 Stat. 1265, set out in note under section 78d of this title.

CROSS REFERENCES

Contempt proceedings, see sections 401, 402, 3285, 3691, and 3771 of Title 18, Crimes and Criminal Procedure. Enforcement of subpenas and immunity of witnesses

under

Investment Company Act of 1940, see section 80b-9 (c, d) of this title.

Investment Company Act of 1940, see section 80a-41 (c, d) of this title.

Public Utility Holding Company Act of 1935, see section 79r (d, e) of this title.

Securities Exchange Act of 1934, see section 78u (c, d) of this title.

Trust Indenture Act of 1939, see section 77uuu (a) of this title.

Jurisdiction of offenses and suits under

Investment Advisers Act of 1940, see section 80b-14 of this title.

Investment Company Act of 1940, see section 80a-43 of this title.

Public Utility Holding Company Act of 1935, see section 79y of this title.

Securities Exchange Act of 1934, see section 78aa of this title.

Trust Indenture Act of 1939, see section 77vvv of this title.

Rules and regulations, authority of Commission to make, amend, and rescind, see section 77s of this title. Venue of district courts generally, see section 1391 et seq. of Title 28, Judiciary and Judicial Procedure.

FEDERAL RULES OF CIVIL PROCEDURE

Continuation of section under rule 54, see note by Advisory Committee under said rule 54, following section 2072 of Title 28, Judiciary and Judicial Procedure. Costs, see rule 54.

One form of action, see rule 2.
Process, see rule 4.

Subpoena, see rule 45.

FEDERAL RULES OF CRIMINAL PROCEDURE Criminal contempts, see rule 42, following section 371 of Title 18, Crimes and Criminal Procedure. Subpoena, see rule 17.

RULES OF PRACTICE

Rules of Practice before the Securities Exchange Commission are set out following section 78u of this title.

§ 77w. Unlawful representations.

Neither the fact that the registration statement for a security has been filed or is in effect nor the fact that a stop order is not in effect with respect thereto shall be deemed a finding by the Commission that the registration statement is true and accurate on its face or that it does not contain an untrue statement of fact or omit to state a material fact, or be held to mean that the Commission has in any

way passed upon the merits of, or given approval to, such security. It shall be unlawful to make, or cause to be made to any prospective purchaser any representation contrary to the foregoing provisions of this section. (May 27, 1933, ch. 38, title I, § 23, 48 Stat. 87.)

TRANSFER OF FUNCTIONS

All executive and administrative functions of the Securities and Exchange Commission were, with certain exceptions, transferred to the Chairman of such Commission, with authority vested in him to authorize their performance by any officer, employee, or administrative unit under his jurisdiction, by 1950 Reorg. Plan No. 10, §§ 1, 2, eff. May 24, 1950, 15 F. R. 3175, 64 Stat. 1265, set out in note under section 78d of this title.

CROSS REFERENCES

Representations by Corporation of Foreign Security Holders as acting for Department of State or United States forbidden, see section 77kk of this title.

Representations of guaranty or recommendation by United States of security of registered holding company unlawful, see section 79z-2 of this title. Unlawful representations under

Investment Advisers Act of 1940, see section 80b-8 of this title.

Investment Company Act of 1940, see section 80a-34 of this title.

Securities Exchange Act of 1934, see section 78% of this title.

Trust Indenture Act of 1939, see section 77xxx of this title.

877x. Penalties.

Any person who willfully violates any of the provisions of this subchapter, or the rules and regulations promulgated by the Commission under authority thereof, or any person who willfully, in a registration statement filed under this subchapter, makes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, shall upon conviction be fined not more than $5,000 or imprisoned not more than five years, or both. (May 27, 1933, ch. 38, title I, § 24, 48 Stat. 87.)

TRANSFER OF FUNCTIONS

All executive and administrative functions of the Securities and Exchange Commission were, with certain exceptions, transferred to the Chairman of such Commission, with authority vested in him to authorize their performance by any officer, employee, or administrative unit under his jurisdiction, by 1950 Reorg. Plan No. 10, §§ 1, 2, eff. May 24, 1950, 15 F. R. 3175, 64 Stat. 1265, set out in note under section 78d of this title.

CROSS REFERENCES

Information and documents to determine eligibility of indenture trustee and analysis of indenture, section as inapplicable to, see section 77eee of this title.

Penalties under

Investment Advisers Act of 1940, see section 80b-17 of this title.

Investment Company Act of 1940, see section 80a-48 of this title.

Public Utility Holding Company Act of 1935, see section 79z-3 of this title.

Securities Exchange Act of 1934, see section 78ff of this title.

Trust Indenture Act of 1939, see section 77yyy of this title.

77y. Jurisdiction of other Government agencies over securities.

Nothing in this subchapter shall relieve any person from submitting to the respective supervisory units

of the Government of the United States information, reports, or other documents that may be required by any provision of law. (May 27, 1933, ch. 38, title I, § 25, 48 Stat. 87.)

CROSS REFERENCES

Jurisdiction of other government agencies over securities unaffected when not conflicting with

Investment Company Act of 1940, see section 80a-49 of this title.

Public Utility Holding Company Act of 1935, see section 79u of this title.

Trust Indenture Act of 1939, see section 77zzz of this title.

§ 77z. Separability of provisions.

If any provision of this chapter, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this chapter, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby. (May 27, 1933, ch. 38, title I, § 26, 48 Stat. 88.) CROSS REFERENCES

Investment Advisers Act of 1940, see section 80b-19 of this title.

Investment Company Act of 1940, see section 80a-50 of this title.

Public Utility Holding Company Act of 1935, see section 79z-6 of this title.

Securities Exchange Act of 1934, see section 78gg of this

title.

Trust Indenture Act of 1939, see section 77bbb of this

title.

§ 77aa. Schedule of information required in registration statement.

SCHEDULE A

(1) The name under which the issuer is doing or intends to do business;

(2) the name of the State or other sovereign power under which the issuer is organized;

(3) the location of the issuer's principal business office, and if the issuer is a foreign or territorial person, the name and address of its agent in the United States authorized to receive notice;

(4) the names and addresses of the directors or persons performing similar functions, and the chief executive, financial and accounting officers, chosen or to be chosen if the issuer be a corporation, association, trust, or other entity; of all partners, if the issuer be a partnership; and of the issuer, if the issuer be an individual; and of the promoters in the case of a business to be formed, or formed within two years prior to the filing of the registration statement;

(5) the names and addresses of the underwriters; (6) the names and addresses of all persons, if any, owning of record or beneficially, if known, more than 10 per centum of any class of stock of the issuer, or more than 10 per centum in the aggregate of the outstanding stock of the issuer as of a date within twenty days prior to the filing of the registration statement;

(7) the amount of securities of the issuer held by any person specified in paragraphs (4)-(6) of this schedule, as of a date within twenty days prior to the filing of the registration statement, and, if possible, as of one year prior thereto, and the amount of

the securities, for which the registration statement is filed, to which such persons have indicated their intention to subscribe;

(8) the general character of the business actually transacted or to be transacted by the issuer;

(9) a statement of the capitalization of the issuer, including the authorized and outstanding amounts of its capital stock and the proportion thereof paid up, the number and classes of shares in which such capital stock is divided, par value thereof, or if it has no par value, the stated or assigned value thereof, a description of the respective voting rights, preferences, conversion and exchange rights, rights to dividends, profits, or capital of each class, with respect to each other class, including the retirement and liquidation rights or values thereof;

(10) a statement of the securities, if any, covered by options outstanding or to be created in connection with the security to be offered, together with the names and addresses of all persons, if any, to be allotted more than 10 per centum in the aggregate of such options;

(11) the amount of capital stock of each class issued or included in the shares of stock to be offered;

(12) the amount of the funded debt outstanding and to be created by the security to be offered, with a brief description of the date, maturity, and character of such debt, rate of interest, character of amortization provisions, and the security, if any, therefor. If substitution of any security is permissible, a summarized statement of the conditions under which such substitution is permitted. If substitution is permissible without notice, a specific statement to that effect;

(13) the specific purposes in detail and the approximate amounts to be devoted to such purposes, so far as determinable, for which the security to be offered is to supply funds, and if the funds are to be raised in part from other sources, the amounts thereof and the sources thereof, shall be stated;

(14) the remuneration, paid or estimated to be paid, by the issuer or its predecessor, directly or indirectly, during the past year and ensuing year to (a) the directors or persons performing similar functions, and (b) its officers and other persons, naming them wherever such remuneration exceeded $25,000 during any such year;

(15) the estimated net proceeds to be derived from the security to be offered;

(16) the price at which it is proposed that the security shall be offered to the public or the method by which such price is computed and any variation therefrom at which any portion of such security is proposed to be offered to any persons or classes of persons, other than the underwriters, naming them or specifying the class. A variation in price may be proposed prior to the date of the public offering of the security, but the Commission shall immediately be notified of such variation;

(17) all commissions or discounts paid or to be paid, directly or indirectly, by the issuer to the underwriters in respect of the sale of the security to be offered. Commissions shall include all cash, securi

ties, contracts, or anything else of value, paid, to be set aside, disposed of, or understandings with or for the benefit of any other persons in which any underwriter is interested, made, in connection with the sale of such security. A commission paid or to be paid in connection with the sale of such security by a person in which the issuer has an interest or which is controlled or directed by, or under common control with, the issuer shall be deemed to have been paid by the issuer. Where any such commission is paid the amount of such commission paid to each underwriter shall be stated;

(18) the amount or estimated amounts, itemized in reasonable detail, of expenses, other than commissions specified in paragraph (17) of this schedule, incurred or borne by or for the account of the issuer in connection with the sale of the security to be offered or properly chargeable thereto, including legal, engineering, certification, authentication, and other charges;

(19) the net proceeds derived from any security sold by the issuer during the two years preceding the filing of the registration statement, the price at which such security was offered to the public, and the names of the principal underwriters of such security;

(20) any amount paid within two years preceding the filing of the registration statement or intended to be paid to any promoter and the consideration for any such payment;

(21) the names and addresses of the vendors and the purchase price of any property, or good will, acquired or to be acquired, not in the ordinary course of business, which is to be defrayed in whole or in part from the proceeds of the security to be offered, the amount of any commission payable to any person in connection with such acquisition, and the name or names of such person or persons, together with any expense incurred or to be incurred in connection with such acquisition, including the cost of borrowing money to finance such acquisition;

(22) full particulars of the nature and extent of the interest, if any, of every director, principal executive officer, and of every stockholder holding more than 10 per centum of any class of stock or more than 10 per centum in the aggregate of the stock of the issuer, in any property acquired, not in the ordinary course of business of the issuer, within two years preceding the filing of the registration statement or proposed to be acquired at such date;

(23) the names and addresses of counsel who have passed on the legality of the issue;

(24) dates of and parties to, and the general effect concisely stated of every material contract made, not in the ordinary course of business, which contract is to be executed in whole or in part at or after the filing of the registration statement or which contract has been made not more than two years before such filing. Any management contract or contract providing for special bonuses or profit-sharing arrangements, and every material patent or contract for a material patent right, and every contract by or with a public utility company or an affiliate thereof, providing for the giving or receiving of technical or financial advice or service (if such contract may in

volve a charge to any party thereto at a rate in excess of $2,500 per year in cash or securities or anything else of value), shall be deemed a material contract;

(25) a balance sheet as of a date not more than ninety days prior to the date of the filing of the registration statement showing all of the assets of the issuer, the nature and cost thereof, whenever determinable, in such detail and in such form as the Commission shall prescribe (with intangible items segregated), including any loan in excess of $20,000 to any officer, director, stockholder or person directly or indirectly controlling or controlled by the issuer, or person under direct or indirect common control with the issuer. All the liabilities of the issuer in such detail and such form as the Commission shall prescribe, including surplus of the issuer showing how and from what sources such surplus was created, all as of a date not more than ninety days prior to the filing of the registration statement. If such statement be not certified by an independent public or certified accountant, in addition to the balance sheet required to be submitted under this schedule, a similar detailed balance sheet of the assets and liabilities of the issuer, certified by an independent public or certified accountant, of a date not more than one year prior to the filing of the registration statement, shall be submitted;

(26) a profit and loss statement of the issuer showing earnings and income, the nature and source thereof, and the expenses and fixed charges in such detail and such form as the Commission shall prescribe for the latest fiscal year for which such statement is available and for the two preceding fiscal years, year by year, or, if such issuer has been in actual business for less than three years, then for such time as the issuer has been in actual business, year by year. If the date of the filing of the registration statement is more than six months after the close of the last fiscal year, a statement from such closing date to the latest practicable date. Such statement shall show what the practice of the issuer has been during the three years or lesser period as to the character of the charges, dividends or other distributions made against its various surplus accounts, and as to depreciation, depletion, and maintenance charges, in such detail and form as the Commission shall prescribe, and if stock dividends or avails from the sale of rights have been credited to income, they shall be shown separately with a statement of the basis upon which the credit is computed. Such statement shall also differentiate between any recurring and nonrecurring income and between any investment and operating income. Such statement shall be certified by an independent public or certified accountant;

(27) if the proceeds, or any part of the proceeds, of the security to be issued is to be applied directly or indirectly to the purchase of any business, a profit and loss statement of such business certified by an independent public or certified accountant, meeting the requirements of paragraph (26) of this schedule, for the three preceding fiscal years, together with a balance sheet, similarly certified, of such

business, meeting the requirements of paragraph (25) of this schedule of a date not more than ninety days prior to the filing of the registration statement or at the date such business was acquired by the issuer if the business was acquired by the issuer more than ninety days prior to the filing of the registration statement;

(28) a copy of any agreement or agreements (or, if identic agreements are used, the forms thereof) made with any underwriter, including all contracts and agreements referred to in paragraph (17) of this schedule;

(29) a copy of the opinion or opinions of counsel in respect to the legality of the issue, with a translation of such opinion, when necessary, into the English language;

(30) a copy of all material contracts referred to in paragraph (24) of this schedule, but no disclosure shall be required of any portion of any such contract if the Commission determines that disclosure of such portion would impair the value of the contract and would not be necessary for the protection of the investors;

(31) unless previously filed and registered under the provisions of this subchapter, and brought up to date, (a) a copy of its articles of incorporation, with all amendments thereof and of its existing bylaws or instruments corresponding thereto, whatever the name, if the issuer be a corporation; (b) copy of all instruments by which the trust is created or declared, if the issuer is a trust; (c) a copy of its articles of partnership or association and all other papers pertaining to its organization, if the issuer is a partnership, unincorporated association, jointstock company, or any other form of organization; and

(32) a copy of the underlying agreements or indentures affecting any stock, bonds, or debentures offered or to be offered.

In case of certificates of deposit, voting trust certificates, collateral trust certificates, certificates of interest or shares in unincorporated investment trusts, equipment trust certificates, interim or other receipts for certificates, and like securities, the Commission shall establish rules and regulations requiring the submission of information of a like character applicable to such cases, together with such other information as it may deem appropriate and necessary regarding the character, financial or otherwise, of the actual issuer of the securities and/or the person performing the acts and assuming the duties of depositor or manager.

SCHEDULE B

(1) Name of borrowing government or subdivision thereof;

(2) specific purposes in detail and the approximate amounts to be devoted to such purposes, so far as determinable, for which the security to be offered is to supply funds, and if the funds are to be raised in part from other sources, the amounts thereof and the sources thereof, shall be stated;

(3) the amount of the funded debt and the estimated amount of the floating debt outstanding and to be created by the security to be offered, excluding