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TITLE 17–COMMODITY AND SECURITIES EXCHANGES
CHAPTER II-SECURITIES AND EXCHANGE COMMISSION
Part 210 Form and content of financial
statements, Securities Act of 1933, and Securities Exchange Act of 1934, and the Investment Company Act of 1940. (Amend
ed] 240 General rules and regulations, Se
curities Exchange Act of 1934.
(Amended) 249 Forms, Securities Exchange Act of
Part 250 Rules and regulations, Public Util
ity Holding Company Act of
1935. (Amended] 260 General rules and regulations,
Trust Indenture Act of 1939.
(Amended) 269 Forms, Trust Indenture Act of
1939. (Note] 270 Rules and regulations, Investment
Company Act of 1940. (Amended)
PART 210_FORM AND CONTENT OF
FINANCIAL STATEMENTS, SECURITIES ACT OF 1933 AND SECURI. TIES EXCHANGE ACT OF 1934, AND THE INVESTMENT COMPANY ACT OF 1940
APPLICATION OF THIS PART Sec. 210.1-01 Application of this part. (Amend
ed] $ 210.1-01 Application of this part.
(a) Registration statements under the Securities Act of 1933, filed on Form A-2, C-1, S-1, 5-2, 6-3, S-4, S-5 or S-6, except as otherwise specifically provided in such forms;
Sec. 240.15c2–2 Prohibition of trading during the
suspension of trading on a national securities exchange.
(Added) 240.15c3–1 Ratio of aggregate indebtedness
to net capital. (Revised ] 240.24b-3 Documents filed by issuers and
others under sections 12, 13,
and 16. (Amended) 240.24b-4 Publication of information filed
under section 16. (Revoked] § 240.13a-6 Current reports.
(e) A current report shall be filed by the registrant whenever its board of directors (or persons performing similar functions) decide to declare a dividend or distribution to the holders of any class of securities of such registrant, either with or without consideration, partly or wholly in the form of (1) an asset other than cash, stock, or a warrant or right to subscribe to or purchase stock, or (2) anything evidencing a right to receive such an asset. Such current report shall be filed promptly by confirmed telegram sent not later than midnight of the same day. The telegram shall be filed with each exchange on which any security of the registrant is registered and with the Commission, and the confirmation shall be filed with each such exchange and in triplicate with the Commission. Both the telegram and the confirmation may be filed in any form and shall contain a full and accurate description of the contemplated dividend or distribution. Whenever the terms of such contemplated dividend are changed in any material respect prior to the actual dec
(c) Supplemental or periodic reports under section 13 of the Securities Exchange Act of 1934, filed on Form 10-K, 11-K, 13-K, 14-K, 24-K or U5-K;
(d) Supplemental or periodic reports under section 15 (d) of the Securities Exchange Act of 1934, filed on Form 1-MD, 2ZMD, 4-MD, or U5–MD; and, [Paragraphs (a), (c) and (d) amended Oct. 18, 1944, 9 F.R. 12610)
PART 240–GENERAL RULES AND
REGULATIONS, SECURITIES EX
CHANGE ACT OF 1934 Sec. 240.13a-6 Current reports. (Amended) 240.14a-8 Solicitations to which rules are
not applicable. (Amended]
laration of the dividend or distribution, and in any event upon such actual declaration, a supplementary report shall be filed, in the same manner and within the same time, bringing up to date the information contained in the report or reports previously filed under this paragraph. [Paragraph (e) added July 7, 1944, 9 F.R. 7641)
§ 240.14a-8 Solicitations to which rules are not applicable.
(i) A solicitation of assurances of acceptance of a plan of adjustment under section 710 (1) of Chapter XV of the Bankruptcy Act from not more than 25 holders of claims affected by the plan. [Paragraph (i) added, effective Sept. 20, 1944, 9 F.R. 11836]
$ 240.1502-2 Prohibition of trading during the suspension of trading on a national securities exchange. The term "fraudulent, deceptive, or manipulative act or practice," as used in section 15 (c) (2) of the act, is hereby defined to include any act of any broker or dealer designed to effect with or for the account of a customer any transaction in, or to induce the purchase or sale by such customer of, any security during the period between (a) a public announcement by the Commission that it has suspended trading in such security on a national securities exchange pursuant to section 19 (a) (4) of the act in order to prevent. fraudulent, deceptive, or manipulative acts or practices and (b) the expiration or lifting of such suspension. (Secs. 2, 23, 48 Stat. 881, 901, sec. 8, 49 Stat. 1379, 52 Stat. 1075; 15 U.S.C. 78b, 780, 78w) [Rule X-15 C 2-2, effective July 7, 1944, 9 F.R. 7641)
$ 240.15c3–1 Ratio of aggregate indebtedness to net capital-(a) General provision. No broker or dealer shall permit his aggregate indebtedness to all other persons to exceed 2,000 per centum of his net capital.
(b) Eremptions. The provisions of this section shall not apply to any broker or dealer who (1) does not extend credit to any person to whom he sells or for whom he purchases any securities, and (2) does not carry money or securities for the account of customers or owe money or securities to customers, except as an incident to transactions with or for customers which are promptly consummated by payment or delivery: Provided, That credit shall not be deemed to be extended by reason of a bona fide delayed delivery of any such security against full payment of the entire purchase price thereof upon such de
livery within thirty-five (35) days after such purchase. (Preceding paragraph, in small type, superseded by following paragraph during period covered by this Supplement]
(b) Exemptions. The provisions of this section shall not apply to:
(1) Any broker or dealer who (i) does not extend credit to any person to whom he sells or for whom he purchases any securities, and (ii) does not carry money or securities for the account of customers or owe money or securities to customers, except as an incident to transactions with or for customers which are promptly consummated by payment or delivery: Provided, That credit shall not be deemed to be extended by reason of a bona fide delayed delivery of any such security against full payment of the entire purchase price thereof upon such delivery within thirty-five (35) days after such purchase; or
(2) Any member of the Boston Stock Exchange, Chicago Stock Exchange, Cleveland Stock Exchange, New York Curb Exchange, New York Stock Exchange, Pittsburgh Stock Exchange, Salt Lake Stock Exchange or San Francisco Stock Exchange, all of whose rules and settled practices are deemed by the Commission to impose requirements more comprehensive than the requirements of this rule: Provided, That the exemption as to the members of any exchange may be suspended or withdrawn by the Commission at any time, by sending at least ten (10) days' written notice to such exchange, if it appears to the Commission necessary or appropriate in the public interest or for the protection of investors so to do. [Paragraph (b) amended effective Nov. 9, 1944, 9 F.R. 13516]
(c) Definitions. For the purpose of this section:
(1) The term "aggregate indebtedness” shall be deemed to mean the total money liabilities of a broker or dealer arising in connection with any transaction whatsoever, including, among other things, money borrowed, money payable against securities loaned and securities "failed to receive," customers' free credit balances, credit balances in customers' accounts having short positions in securities, and equities in customers' commodities futures accounts, but excluding
(i) Indebtedness secured by exempted securities;
(i) Adding unrealized profits (or deducting unrealized losses). in the accounts of the broker or dealer and, if such broker or dealer is a partnership, adding equities (or deducting deficits) in accounts of partners;
(ii) Deducting fixed assets and assets which cannot be readily converted into cash, including, among other things, real estate, less any indebtedness secured thereby; furniture and fixtures; exchange memberships; prepaid rent, insurance and expenses; good will; organization expenses; unsecured advances and loans to partners, officers, directors, employees, and salesmen; customers' unsecured notes and accounts; and deficits in customers' accounts, except in bona fide cash accounts within the meaning of section 4 (c) of Regulation T of the Board of Governors of the Federal Reserve System;
(iii) Deducting 10% of the market value of securities long and short (except exempted securities) in the capital, proprietary and other accounts of the broker or dealer and, if such broker or dealer is a partnership, in accounts of partners;
(iv) Deducting, in the case of a broker or dealer who has open contractual commitments, 10% of the value (which shall be the market value whenever there is a market) of each net long and each net short position contemplated by any existing contractual commitment in the capital, proprietary and other accounts of the broker or dealer and, if such broker or dealer is a partnership, in accounts of partners, except as to exempted securities, and except that the deduction with respect to any individual commitment shall be reduced by the unrealized profit (or increased by the unrealized loss) in such commitment; and
(v) Deducting, in the case of a broker or dealer who is a sole proprietor, the excess of (a) liabilities which have not been incurred in the course of business
as a broker or dealer over (b) assets not used in the business, but only if such excess would materially affect net worth;
(3) The term "exempted securities”. shall mean those securities specifically defined as exempted securities in section 3 (a) (12) of the Securities Exchange Act of 1934;
(4) The term “partner," where the broker or dealer is a partnership, shall mean only a partner who has agreed in writing that the equity in any accounts he may maintain with such partnership shall be included as partnership property;
(5) The term “contractual commitments” shall include underwriting, when-issued and delayed delivery contracts, endorsements of puts and calls, commitments in foreign currencies, and spot (cash) commodities contracts, but shall not include uncleared regular way purchases and sales of securities and contracts in commodities futures; a series of contracts of purchase or sale of the same security conditioned, if at all, only upon issuance may be treated as an individual commitment; and
(6) The term "customer" shall include every person except a partner as here defined. (Secs. 15, 23, 48 Stat. 895, 901, as amended; 15 U.S.C. 780, 78w) [Rule X-15C 3-1 effective Nov. 9, 1944, 9 F.R. 9882, as amended, effective Nov. 9, 1944, 9 F.R. 13516]
8 240.24b-3 Documents flled by issuers and others under sections 12, 13, and 16. (a) Except as otherwise provided in this section, each exchange shall keep available to the public, under reasonable regulations as to the manner of inspection, during reasonable office hours, all information regarding a security registered on such exchange which is filed with it pursuant to sections 12, 13, or 16, or any rules or regulations thereunder. This requirement shall not apply to any information to the disclosure of which objection has been filed pursuant to $ 240.246–2, which objection shall not have been overruled by the Commission pursuant to section 24 (b). The making of such information available pursuant to this section shall not be deemed a representation by any exchange as to the accụracy, completeness, or genuineness thereof. [Paragraph (a) amended, effective Mar. 28, 1944, 9 F.R. 3419]
FORMS, PROCEDURE AND ACCOUNTS Sec. 250.27 Classification of accounts prescribed
for utility companies not already subject thereto. (Note]
MISCELLANEOUS RULES 250.201 Eifective date of rules and rules of
special and limited application.
(Amended] FORMS, PROCEDURE AND ACCOUNTS $ 250.27 Classification of accounts prescribed for utility companies not already subject thereto.
NOTE: Order, Securities and Exchange Commission, effective Apr. 1, 1944, 9 F.R. 3538, relative to extension of date for completion and filing of the original cost studies required by $ 250.27, provides as follows:
(1) The date on or before which the reporting company is required to complete and file the original cost studies pursuant to the Uniform System of Accounts as prescribed by the Federal Power Commission and/or the National Association of Railroad and Utilities Commissioners, as made applicable to certain registered holding companies or subsidiaries pursuant to $ 250.27 (Rule U-27) under the Public Utility Holding Company Act of 1935, is hereby extended to June 30, 1944.
(2) The requirements for submission of entries and balance sheets prescribed in Instruction 2D of the Uniform System of Accounts as prescribed by the Federal Power Commission and/or the National Association of Railroad and Utilities Commissioners, as made applicable to certain registered holding companies and subsidiaries pursuant to $ 250.27 (Rule U-27) under the Public Utility Holding Company Act of 1935, are modified so as to specify that every company subject to said rule shall furnish, where applicable, the following statements properly sworn to by the officer in responsible charge of their compilation:
Statement A showing in outline the origin and development of the company including, particularly, a description (giving names of parties and dates) of each consolidation and merger to which the company, or a predecessor, was a party and each acquisition of an electric and/or gas operating unit or system.
Statement B showing for each aquisition by the reporting company or any of its predecessors of an electric and/or gas operating unit or system, the original cost, estimated, 11 not known, the cost of such company and the amount entered in the books in respect thereto as of the date of acquisition. If the depreciation, retirement or amortization reserve was adjusted as of the date of acquisition and in connection therewith, a full disclosure of the pertinent facts should be made. The difference between the original cost and the amount entered in respect thereto of each acquisition of an electric and/or gas operating unit or system, as of the date of acquisition, should be clearly stated, and a summary of all transactions affecting such difference between the date of the respective acquisition and the effective date of the applicable Uniform System of Accounts, and the resultant amount on the latter date, should be set forth.. The amount to be included in Account 100.5, Electric Plant Acquisition Adjustments and/or Account 100-5, Utility Plant Acquisition Adjustments, as of the effective date of the applicable Uniform System of Accounts, shall be subdivided so as to show the amounts applicable to (a) electric and/or gas plant in service, (b) electric and/or gas plant leased to others, and (c) electric and/or gas plant held for future use. Whenever practical, such amount shall be classified according to nature, 1. e., going value, structural value, etc.
Where estimates are used in arriving at original cost or the amount to be included in Account 100.5 and/or Account 100-5, a full disclosure of the method and underlying facts should be given. The method of determining the original cost of the electric and/or gas plant acquired as operating units or systems should be described in sufficient detail to permit a clear understanding of the nature of the investigations which were made for that purpose.
Statement C showing any amounts arrived at by appraisals, recorded prior to the effective date of the applicable Uniform System of Accounts, in the electric and/or gas plant accounts (and not eliminated) in lieu of cost to the reporting company.
This statement should give the full journal entry at the time the appraisal was originally recorded and if the entry had the effect of appreciating or writing-up the electric and/or gas plant account, the amount of the appreciation or write-up should be traced, by proper description and explanation of changes, from the date recorded to the effective date of the applicable Uniform System of Accounts.
Statement D showing electric and/or gas plant as of the effective date of the applicable of Form T-1 and Form T-2, if the rate of interest is not determined at the time these forms are filed. (Sentence added, effective Jan, 17, 1944, 9 F.R. 750]
PART 269—FORMS, TRUST INDEN.
TURE ACT OF 1939 NOTE: Form T-1 was amended, effective Jan. 17, 1944, 9 F.R. 750, to read as set forth in copies thereof, marked "As amended to and including January 16, 1944” and filed with the Division of the Federal Register.
PART 270_RULES AND REGULA. TIONS, INVESTMENT COMPANY ACT OF 1940
Uniform System of Accounts, as classified in the books of account immediately prior to reclassification in accordance with the applicable system of accounts, including, under a descriptive heading, any unclassified amounts applicable jointly to the electric and/or gas department and other departments of the utility.
Statement E showing summary of adjustments necessary to state, as of the effective date of the applicable Uniform System of Accounts, Account 100, Electric Plant and/or Account 100, Utility Plant, including all its subsidiary accounts, and Account 107, Electric Plant Adjustments and/or Account 107, Utility Plant Adjustments, as prescribed in the applicable Uniform System of Accounts.
Statement F showing electric and/or gas plant (balance sheet Account 100) as of the effective date of the applicable Uniform System of Accounts classified according to the accounts prescribed in said Uniform System of Accounts on that date, and showing also the amount includible in Account 107, Electric Plant Adjustments and/or Account 107, Utility Plant Adjustments.
Statement G giving a comparative balance sheet, as of the effective date of the applicable Uniform System of Accounts, showing the accounts and amounts appearing in the books before the adjustment entries have been made and after such entries shall have been made.
Statement H giving a suggested plan for depreciating, amortizing, or otherwise disposing in whole or in part of the amounts, as of the effective date of the applicable Uniform System of Accounts, includible in Account 100.5, Electric Plant Acquisition Adjustments and/or Account 100-5, Utility Plant Acquisttion Adjustments, and Account 107, Electric Plant Adjustments and/or Account 107, Utility Plant Adjustments.
MISCELLANEOUS RULES $ 250.201 Effective date of rules and rules of special and limited application.
CODIFICATION: In the last undesignated paragraph of $ 250.201 (b) the expiration date *March 1, 1945" was substituted for "March 1, 1944", effective Feb. 24, 1944, 9 F.R. 2206.
Sec. 270.2a-3 Definition of "investment adviser"
of an investment company for purposes of section 12 (d) (3).
(Added] 270.4 Incorporation by reference.
(Added] 270.6c-1 Temporary exemption for certain
companies issuing periodic payment plan certificates. (Re
voked] 270.6c-2 Temporary exemption for manage
ment companies retaining cus
tody of securities. (Revoked] 270.6c-4 Temporary exemption for certain
closed-end investment com
panies. (Revoked] 270.60-5 Exemption from section 17 (a)
of certain transactions commenced prior to November 1,
1940. (Revoked) 270.60-6 Temporary exemption from sec
tion 19. (Revoked] 270.6c-7 Temporary exemption from affili
ation provisions of section 32
(a). (Revoked ] 270.101-2 Exercise of warrants or rights re
ceived on portfolio Securities.
(Added) 270.19-2 Written statement permitted for
dividend payments by management companies during 1941.
(Revoked) 270.20a-1 Solicitations of proxies, consents
and authorizations. (Amend
ed] 270.31a-1 Records to be preserved by regis
tered investment companies and certain majority-owned
subsidiaries thereof. (Added] 270.31a-2 Records to be preserved by other
persons having transactions with registered investment
companies. (Added] 270.45a-1 Confidential treatment of names
and addresses of dealers of registered investment company se
curities. (Amended) AUTHORITY: $ $ 270.22–3 to 270.45a-1, appearing in this Supplement, issued under