Attachment 2 Rules of Practice.pdf

Title 17 —Commodity and Securities Exchanges Chapter II —Securities and Exchange Commission Part 201 —Rules of Practice

Authority: 15 U.S.C. 77s, 77sss, 78w, 78x, 80a-37, and 80b-11; 5 U.S.C. 504(c)(1). Sections 201.700 and 201.701 are also issued under sec. 916, Pub. L. 111-203, 124 Stat. 1376.

Source: 47 FR 610, Jan. 6, 1982, unless otherwise noted.

Subpart D Rules of Practice

General Rules

§ 201.100 Scope of the rules of practice.

§ 201.101 Definitions.

§ 201.102 Appearance and practice before the Commission.

§ 201.103 Construction of rules.

§ 201.104 Business hours.

§ 201.110 Presiding officer.

§ 201.111 Hearing officer: Authority.

§ 201.112 Hearing officer: Disqualification and withdrawal.

§ 201.120 Ex parte communications.

§ 201.121 Separation of functions.

§ 201.140 Commission orders and decisions: Signature and availability.

§ 201.141 Orders and decisions: Service of orders instituting proceedings and other orders and decisions.

§ 201.150 Service of papers by parties.

§ 201.151 Filing of papers with the Commission: Procedure.

§ 201.152 Filing of papers: Form.

§ 201.153 Filing of papers: Signature requirement and effect.

§ 201.154 Motions.

§ 201.155 Default; motion to set aside default.

§ 201.160 Time computation.

§ 201.161 Extensions of time, postponements and adjournments.

§ 201.180 Sanctions.

§ 201.190 Confidential treatment of information in certain filings.

§ 201.191 Adjudications not required to be determined on the record after notice and opportunity for hearing.

§ 201.192 Rulemaking: Issuance, amendment and repeal of rules of general application.

§ 201.193 Applications by barred individuals for consent to associate.

§ 201.194 Applications by security-based swap dealers or major security-based swap participants for statutorily disqualified associated persons to effect or be involved in

This content is from the eCFR and is authoritative but unofficial.

17 CFR Part 201 Subpart D (up to date as of 8/01/2025) Rules of Practice 17 CFR Part 201 Subpart D (Aug. 1, 2025)

17 CFR Part 201 Subpart D (Aug. 1, 2025) (enhanced display) page 1 of 85 https://www.govinfo.gov/link/uscode/15/77s https://www.govinfo.gov/link/uscode/15/77sss https://www.govinfo.gov/link/uscode/15/78w https://www.govinfo.gov/link/uscode/15/78x https://www.govinfo.gov/link/uscode/15/80a-37 https://www.govinfo.gov/link/uscode/15/80b-11 https://www.govinfo.gov/link/uscode/5/504 https://www.govinfo.gov/link/plaw/111/public/203 https://www.federalregister.gov/citation/47-FR-610 effecting security-based swaps.

Initiation of Proceedings and Prehearing Rules

§ 201.200 Initiation of proceedings.

§ 201.201 Consolidation and severance of proceedings.

§ 201.202 Specification of procedures by parties in certain proceedings.

§ 201.210 Parties, limited participants and amici curiae.

§ 201.220 Answer to allegations.

§ 201.221 Prehearing conference.

§ 201.222 Prehearing submissions and disclosures.

§ 201.230 Enforcement and disciplinary proceedings: Availability of documents for inspection and copying.

§ 201.231 Enforcement and disciplinary proceedings: Production of witness statements.

§ 201.232 Subpoenas.

§ 201.233 Depositions upon oral examination.

§ 201.234 Depositions upon written questions.

§ 201.235 Introducing prior sworn statements or declarations.

§ 201.240 Settlement.

§ 201.250 Dispositive motions.

Rules Regarding Hearings

§ 201.300 Hearings.

§ 201.301 Hearings to be public.

§ 201.302 Record of hearings.

§ 201.310 Failure to appear at hearings: Default.

§ 201.320 Evidence: Admissibility.

§ 201.321 Evidence: Objections and offers of proof.

§ 201.322 Evidence: Confidential information, protective orders.

§ 201.323 Evidence: Official notice.

§ 201.324 Evidence: Stipulations.

§ 201.325 Evidence: Presentation under oath or affirmation.

§ 201.326 Evidence: Presentation, rebuttal and cross-examination.

§ 201.340 Proposed findings, conclusions and supporting briefs.

§ 201.350 Record in proceedings before hearing officer; retention of documents; copies.

§ 201.351 Transmittal of documents to Secretary; record index; electronic copy of exhibits;

certification.

§ 201.360 Initial decision of hearing officer and timing of hearing.

Appeal to the Commission and Commission Review

§ 201.400 Interlocutory review.

§ 201.401 Consideration of stays.

§ 201.410 Appeal of initial decisions by hearing officers.

17 CFR Part 201 Subpart D (up to date as of 8/01/2025) Rules of Practice 17 CFR Part 201 Subpart D (Aug. 1, 2025)

17 CFR Part 201 Subpart D (Aug. 1, 2025) (enhanced display) page 2 of 85

§ 201.411 Commission consideration of initial decisions by hearing officers.

§ 201.420 Appeal of determinations by self-regulatory organizations.

§ 201.421 Commission consideration of determinations by self-regulatory organizations.

§ 201.430 Appeal of actions made pursuant to delegated authority.

§ 201.431 Commission consideration of actions made pursuant to delegated authority.

§ 201.440 Appeal of determinations by the Public Company Accounting Oversight Board.

§ 201.441 Commission consideration of Board determinations.

§ 201.442 Appeal of determination by security-based swap execution facility.

§ 201.443 Commission consideration of security-based swap execution facility determinations.

§ 201.450 Briefs filed with the Commission.

§ 201.451 Oral argument before the Commission.

§ 201.452 Additional evidence.

§ 201.460 Record before the Commission.

§ 201.470 Reconsideration.

§ 201.490 Receipt of petitions for judicial review pursuant to 28 U.S.C. 2112(a)(1).

Rules Relating to Temporary Orders and Suspensions

§ 201.500 Expedited consideration of proceedings.

§ 201.510 Temporary cease-and-desist orders: Application process.

§ 201.511 Temporary cease-and-desist orders: Notice; procedures for hearing.

§ 201.512 Temporary cease-and-desist orders: Issuance after notice and opportunity for hearing.

§ 201.513 Temporary cease-and-desist orders: Issuance without prior notice and opportunity for hearing.

§ 201.514 Temporary cease-and-desist orders: Judicial review; duration.

§ 201.520 Suspension of registration of brokers, dealers, or other Exchange Act-registered entities: Application.

§ 201.521 Suspension of registration of brokers, dealers, or other Exchange Act-registered entities: Notice and opportunity for hearing on application.

§ 201.522 Suspension of registration of brokers, dealers, or other Exchange Act-registered entities: Issuance and review of order.

§ 201.523 [Reserved] § 201.524 Suspension of registrations: Duration.

§ 201.530 Initial decision on permanent order: Timing for submitting proposed findings and preparation of decision.

§ 201.531 Initial decision on permanent order: Effect on temporary order.

§ 201.540 Appeal and Commission review of initial decision making a temporary order permanent.

§ 201.550 Summary suspensions pursuant to Exchange Act Section 12(k)(1)(A).

17 CFR Part 201 Subpart D (up to date as of 8/01/2025) Rules of Practice 17 CFR Part 201 Subpart D (Aug. 1, 2025)

17 CFR Part 201 Subpart D (Aug. 1, 2025) (enhanced display) page 3 of 85

Rules Regarding Disgorgement and Penalty Payments

§ 201.600 Interest on sums disgorged.

§ 201.601 Prompt payment of disgorgement, interest and penalties.

§§ 201.610-201.614 [Reserved] § 201.620 [Reserved] § 201.630 Inability to pay disgorgement, interest or penalties.

§ 201.700 Initiation of proceedings for SRO proposed rule changes and for proposed NMS plans and plan amendments.

§ 201.701 Issuance of order.

Informal Procedures and Supplementary Information Concerning Adjudicatory Proceedings

§ 201.900 Informal procedures and supplementary information concerning adjudicatory proceedings.

Subpart D—Rules of Practice

Authority: 15 U.S.C. 77f, 77g, 77h, 77h-1, 77j, 77s, 77u, 77sss, 78c(b), 78d-1, 78d-2, 78l, 78m, 78n, 78o(d), 78o-3, 78o-10(b)(6), 78s, 78u-2, 78u-3, 78v, 78w, 80a-8, 80a-9, 80a-37, 80a-38, 80a-39, 80a-40, 80a-41, 80a-44, 80b-3, 80b-9, 80b-11, 80b-12, 7202, 7215, and 7217.

Source: 60 FR 32796, June 23, 1995, unless otherwise noted.

GENERAL RULES

§ 201.100 Scope of the rules of practice.

[60 FR 32796, June 23, 1995; 60 FR 46499, Sept. 7, 1995, as amended at 69 FR 13175, Mar. 19, 2004; 76 FR 4070, Jan. 24, 2011]

(a) Unless provided otherwise, these Rules of Practice govern proceedings before the Commission under the statutes that it administers.

(b) These rules do not apply to:

(1) Investigations, except where made specifically applicable by the Rules Relating to Investigations, part 203 of this chapter; or

(2) Actions taken by the duty officer pursuant to delegated authority under 17 CFR 200.43.

(3) Initiation of proceedings for SRO proposed rule changes under 17 CFR 201.700-701, except where made specifically applicable therein.

(c) The Commission, upon its determination that to do so would serve the interests of justice and not result in prejudice to the parties to the proceeding, may by order direct, in a particular proceeding, that an alternative procedure shall apply or that compliance with an otherwise applicable rule is unnecessary.

17 CFR Part 201 Subpart D (up to date as of 8/01/2025) Rules of Practice 17 CFR Part 201 Subpart D (Aug. 1, 2025)

17 CFR 201.100(c) (enhanced display) page 4 of 85 https://www.govinfo.gov/link/uscode/15/77f https://www.govinfo.gov/link/uscode/15/77g https://www.govinfo.gov/link/uscode/15/77h https://www.govinfo.gov/link/uscode/15/77h-1 https://www.govinfo.gov/link/uscode/15/77j https://www.govinfo.gov/link/uscode/15/77s https://www.govinfo.gov/link/uscode/15/77u https://www.govinfo.gov/link/uscode/15/77sss https://www.govinfo.gov/link/uscode/15/78c https://www.govinfo.gov/link/uscode/15/78d-1 https://www.govinfo.gov/link/uscode/15/78d-2 https://www.govinfo.gov/link/uscode/15/78l https://www.govinfo.gov/link/uscode/15/78m https://www.govinfo.gov/link/uscode/15/78n https://www.govinfo.gov/link/uscode/15/78o https://www.govinfo.gov/link/uscode/15/78o-3 https://www.govinfo.gov/link/uscode/15/78o-10 https://www.govinfo.gov/link/uscode/15/78s https://www.govinfo.gov/link/uscode/15/78u-2 https://www.govinfo.gov/link/uscode/15/78u-3 https://www.govinfo.gov/link/uscode/15/78v https://www.govinfo.gov/link/uscode/15/78w https://www.govinfo.gov/link/uscode/15/80a-8 https://www.govinfo.gov/link/uscode/15/80a-9 https://www.govinfo.gov/link/uscode/15/80a-37 https://www.govinfo.gov/link/uscode/15/80a-38 https://www.govinfo.gov/link/uscode/15/80a-39 https://www.govinfo.gov/link/uscode/15/80a-40 https://www.govinfo.gov/link/uscode/15/80a-41 https://www.govinfo.gov/link/uscode/15/80a-44 https://www.govinfo.gov/link/uscode/15/80b-3 https://www.govinfo.gov/link/uscode/15/80b-9 https://www.govinfo.gov/link/uscode/15/80b-11 https://www.govinfo.gov/link/uscode/15/80b-12 https://www.govinfo.gov/link/uscode/15/7202 https://www.govinfo.gov/link/uscode/15/7215 https://www.govinfo.gov/link/uscode/15/7217 https://www.federalregister.gov/citation/60-FR-32796 https://www.ecfr.gov/on/2025-08-01/title-17/part-203/ https://www.ecfr.gov/on/2025-08-01/title-17/section-200.43/ https://www.ecfr.gov/on/2025-08-01/title-17/section-201.700-701/ https://www.federalregister.gov/citation/60-FR-32796 https://www.federalregister.gov/citation/60-FR-46499 https://www.federalregister.gov/citation/69-FR-13175 https://www.federalregister.gov/citation/76-FR-4070

§ 201.101 Definitions.

(a) For purposes of these Rules of Practice, unless explicitly stated to the contrary:

(1) Commission means the United States Securities and Exchange Commission, or a panel of Commissioners constituting a quorum of the Commission, or a single Commissioner acting as duty officer pursuant to 17 CFR 200.43;

(2) Counsel means any attorney representing a party or any other person representing a party pursuant to § 201.102(b);

(3) Disciplinary proceeding means an action pursuant to § 201.102(e);

(4) Enforcement proceeding means an action, initiated by an order instituting proceedings, held for the purpose of determining whether or not a person is about to violate, has violated, has caused a violation of, or has aided or abetted a violation of any statute or rule administered by the Commission, or whether to impose a sanction as defined in Section 551(10) of the Administrative Procedure Act, 5 U.S.C. 551(10);

(5) Hearing officer means an administrative law judge, a panel of Commissioners constituting less than a quorum of the Commission, an individual Commissioner, or any other person duly authorized to preside at a hearing;

(6) Interested division means a division or an office assigned primary responsibility by the Commission to participate in a particular proceeding;

(7) Order instituting proceedings means an order issued by the Commission commencing a proceeding or an order issued by the Commission to hold a hearing;

(8) Party means the interested division, any person named as a respondent in an order instituting proceedings, any applicant named in the caption of any order, persons entitled to notice in a stop order proceeding as set forth in § 201.200(a)(2) or any person seeking Commission review of a decision;

(9) Proceeding means any agency process initiated:

(i) By an order instituting proceedings; or

(ii) By the filing, pursuant to § 201.410, of a petition for review of an initial decision by a hearing officer; or

(iii) By the filing, pursuant to § 201.420, of an application for review of a self-regulatory organization determination; or

(iv) By the filing, pursuant to § 201.430, of a notice of intention to file a petition for review of a determination made pursuant to delegated authority; or

(v) By the filing, pursuant to § 201.440, of an application for review of a determination by the Public Company Accounting Oversight Board; or

(vi) By the filing, pursuant to § 242.601 of this chapter, of an application for review of an action or failure to act in connection with the implementation or operation of any effective transaction reporting plan; or

17 CFR Part 201 Subpart D (up to date as of 8/01/2025) Rules of Practice 17 CFR 201.101

17 CFR 201.101(a)(9)(vi) (enhanced display) page 5 of 85 https://www.ecfr.gov/on/2025-08-01/title-17/section-200.43/ https://www.govinfo.gov/link/uscode/5/551 https://www.ecfr.gov/on/2025-08-01/title-17/section-201.410/ https://www.ecfr.gov/on/2025-08-01/title-17/section-201.420/ https://www.ecfr.gov/on/2025-08-01/title-17/section-201.430/ https://www.ecfr.gov/on/2025-08-01/title-17/section-201.440/ https://www.ecfr.gov/on/2025-08-01/title-17/section-242.601/

[60 FR 32796, June 23, 1995, as amended at 69 FR 13175, Mar. 19, 2004; 70 FR 37617, June 29, 2005; 88 FR 87282, Dec. 15, 2023]

§ 201.102 Appearance and practice before the Commission.

A person shall not be represented before the Commission or a hearing officer except as stated in paragraphs (a) and (b) of this section or as otherwise permitted by the Commission or a hearing officer.

(vii) By the filing, pursuant to § 242.608 of this chapter, of an application for review of an action taken or failure to act in connection with the implementation or operation of any effective national market system plan; or

(viii) By the filing, pursuant to Section 11A(b)(5) of the Securities Exchange Act of 1934, of an application for review of a determination of a registered securities information processor;

(ix) By the filing, pursuant to § 201.442, of an application for review of a determination of a security-based swap execution facility;

(10) Secretary means the Secretary of the Commission;

(11) Temporary sanction means a temporary cease-and-desist order or a temporary suspension of the registration of a broker, dealer, municipal securities dealer, government securities broker, government securities dealer, or transfer agent pending final determination whether the registration shall be revoked; and

(12) Board means the Public Company Accounting Oversight Board.

(b) [Reserved]

(a) Representing oneself. In any proceeding, an individual may appear on his or her own behalf.

(b) Representing others. In any proceeding, a person may be represented by an attorney at law admitted to practice before the Supreme Court of the United States or the highest court of any State (as defined in Section 3(a)(16) of the Exchange Act, 15 U.S.C. 78c(a)(16)); 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.

(c) Former Commission employees. Former employees of the Commission must comply with the restrictions on practice contained in the Commission's Conduct Regulation, Subpart M, 17 CFR 200.735.

(d) Designation of address for service; notice of appearance; power of attorney; withdrawal —

(1) Representing oneself. When an individual first makes any filing or otherwise appears on his or her own behalf before the Commission or a hearing officer in a proceeding as defined in § 201.101(a), he or she shall file with the Commission, or otherwise state on the record, and keep current, a mailing address and email address at which any notice or other written communication required to be served upon him or her or furnished to him or her may be sent and a telephone number where he or she may be reached during business hours. Within ten days of April 12, 2021, any individual appearing on his or her own behalf before the Commission or hearing officer in a proceeding as defined in § 201.101(a) that is ongoing on that date shall electronically file a notice that complies

17 CFR Part 201 Subpart D (up to date as of 8/01/2025) Rules of Practice 17 CFR 201.101(a)(9)(vii)

17 CFR 201.102(d)(1) (enhanced display) page 6 of 85 https://www.ecfr.gov/on/2025-08-01/title-17/section-242.608/ https://www.ecfr.gov/on/2025-08-01/title-17/section-201.442/ https://www.federalregister.gov/citation/60-FR-32796 https://www.federalregister.gov/citation/69-FR-13175 https://www.federalregister.gov/citation/70-FR-37617 https://www.federalregister.gov/citation/88-FR-87282 https://www.govinfo.gov/link/uscode/15/78c https://www.ecfr.gov/on/2025-08-01/title-17/section-200.735/ with this paragraph. Notices required by this section shall be served in accordance with § 201.150(a). Individuals shall electronically file a § 201.102(d) compliant notice in their ongoing proceedings even if a prior § 201.102(d) paper filing included the participant's email address.

(2) Representing others. When a person first makes any filing or otherwise appears in a representative capacity before the Commission or a hearing officer in a proceeding as defined in § 201.101(a), that person shall file with the Commission, and keep current, a written notice stating the name of the proceeding; the representative's name, business address, email address, and telephone number; and the name, email address, and address of the person or persons represented. Within ten days of April 12, 2021, any person appearing in a representative capacity before the Commission or hearing officer in a proceeding as defined in § 201.101(a) that is ongoing on that date shall electronically file a notice that complies with paragraph (d)(2) of this section. Notices required by this section shall be served in accordance with § 201.150(a). Participants are directed to electronically file a § 201.102(d) compliant notice in their ongoing proceedings even if a prior § 201.102(d) paper filing included the participant's email address.

(3) Power of attorney. Any individual appearing or practicing before the Commission in a representative capacity may be required to file a power of attorney with the Commission showing his or her authority to act in such capacity.

(4) Withdrawal. Any person seeking to withdraw his or her appearance in a representative capacity shall file a notice of withdrawal with the Commission or the hearing officer. The notice shall state the name, mailing address, email address, and telephone number of the withdrawing representative; the name, email address, address, and telephone number of the person for whom the appearance was made; and the effective date of the withdrawal. If the person seeking to withdraw knows the name, mailing address, email address, and telephone number of the new representative, or knows that the person for whom the appearance was made intends to represent him- or herself, that information shall be included in the notice. The notice must be served on the parties in accordance with §

201.150. The notice shall be filed at least five days before the proposed effective date of the withdrawal.

(e) Suspension and disbarment —

(1) Generally. The Commission may censure a person or deny, temporarily or permanently, the privilege of appearing or practicing before it in any way to any person who is found by the Commission after notice and opportunity for hearing in the matter:

(i) Not to possess the requisite qualifications to represent others; or

(ii) To be lacking in character or integrity or to have engaged in unethical or improper professional conduct; or

(iii) To have willfully violated, or willfully aided and abetted the violation of any provision of the Federal securities laws or the rules and regulations thereunder.

(iv) With respect to persons licensed to practice as accountants, “improper professional conduct” under § 201.102(e)(1)(ii) means:

(A) Intentional or knowing conduct, including reckless conduct, that results in a violation of applicable professional standards; or

(B) Either of the following two types of negligent conduct:

17 CFR Part 201 Subpart D (up to date as of 8/01/2025) Rules of Practice 17 CFR 201.102(d)(2)

17 CFR 201.102(e)(1)(iv)(B) (enhanced display) page 7 of 85 https://www.ecfr.gov/on/2025-08-01/title-17/section-201.150/ https://www.ecfr.gov/on/2025-08-01/title-17/section-201.150/

(1) A single instance of highly unreasonable conduct that results in a violation of applicable professional standards in circumstances in which an accountant knows, or should know, that heightened scrutiny is warranted.

(2) Repeated instances of unreasonable conduct, each resulting in a violation of applicable professional standards, that indicate a lack of competence to practice before the Commission.

(2) Certain professionals and convicted persons. Any attorney who has been suspended or disbarred by a court of the United States or of any State; or any person whose license to practice as an accountant, engineer, or other professional or expert has been revoked or suspended in any State; or any person who has been convicted of a felony or a misdemeanor involving moral turpitude shall be forthwith suspended from appearing or practicing before the Commission. A disbarment, suspension, revocation or conviction within the meaning of this section shall be deemed to have occurred when the disbarring, suspending, revoking or convicting agency or tribunal enters its judgment or order, including a judgment or order on a plea of nolo contendere, regardless of whether an appeal of such judgment or order is pending or could be taken.

(3) Temporary suspensions. An order of temporary suspension shall become effective upon service on the respondent. No order of temporary suspension shall be entered by the Commission pursuant to paragraph (e)(3)(i) of this section more than 90 days after the date on which the final judgment or order entered in a judicial or administrative proceeding described in paragraph (e)(3)(i)(A) or (e)(3)(i)(B) of this section has become effective, whether upon completion of review or appeal procedures or because further review or appeal procedures are no longer available.

(i) The Commission, with due regard to the public interest and without preliminary hearing, may, by order, temporarily suspend from appearing or practicing before it any attorney, accountant, engineer, or other professional or expert who has been by name:

(A) Permanently enjoined by any court of competent jurisdiction, by reason of his or her misconduct in an action brought by the Commission, from violating or aiding and abetting the violation of any provision of the Federal securities laws or of the rules and regulations thereunder; or

(B) Found by any court of competent jurisdiction in an action brought by the Commission to which he or she is a party or found by the Commission in any administrative proceeding to which he or she is a party to have violated (unless the violation was found not to have been willful) or aided and abetted the violation of any provision of the Federal securities laws or of the rules and regulations thereunder.

(ii) Any person temporarily suspended from appearing and practicing before the Commission in accordance with paragraph (e)(3)(i) of this section may, within 30 days after service upon him or her of the order of temporary suspension, petition the Commission to lift the temporary suspension. If no petition has been received by the Commission within 30 days after service of the order, the suspension shall become permanent.

(iii) Within 30 days after the filing of a petition in accordance with paragraph (e)(3)(ii) of this section, the Commission shall either lift the temporary suspension, or set the matter down for hearing at a time and place designated by the Commission, or both, and, after opportunity for hearing, may censure the petitioner or disqualify the petitioner from appearing or practicing before the Commission for a period of time or permanently. In every case in which the temporary suspension has not been lifted, every hearing held and other action taken pursuant

17 CFR Part 201 Subpart D (up to date as of 8/01/2025) Rules of Practice 17 CFR 201.102(e)(1)(iv)(B)(1)

17 CFR 201.102(e)(3)(iii) (enhanced display) page 8 of 85 to this paragraph (e)(3) shall be expedited in accordance with § 201.500. If the hearing is held before a hearing officer, the time limits set forth in § 201.540 will govern review of the hearing officer's initial decision.

(iv) In any hearing held on a petition filed in accordance with paragraph (e)(3)(ii) of this section, the staff of the Commission shall show either that the petitioner has been enjoined as described in paragraph (e)(3)(i)(A) of this section or that the petitioner has been found to have committed or aided and abetted violations as described in paragraph (e)(3)(i)(B) of this section and that showing, without more, may be the basis for censure or disqualification. Once that showing has been made, the burden shall be upon the petitioner to show cause why he or she should not be censured or temporarily or permanently disqualified from appearing and practicing before the Commission. In any such hearing, the petitioner may not contest any finding made against him or her or fact admitted by him or her in the judicial or administrative proceeding upon which the proceeding under this paragraph (e)(3) is predicated. A person who has consented to the entry of a permanent injunction as described in paragraph (e)(3)(i)(A) of this section without admitting the facts set forth in the complaint shall be presumed for all purposes under this paragraph (e)(3) to have been enjoined by reason of the misconduct alleged in the complaint.

(4) Filing of prior orders. Any person appearing or practicing before the Commission who has been the subject of an order, judgment, decree, or finding as set forth in paragraph (e)(3) of this section shall promptly file with the Secretary a copy thereof (together with any related opinion or statement of the agency or tribunal involved). Failure to file any such paper, order, judgment, decree or finding shall not impair the operation of any other provision of this section.

(5) Reinstatement.

(i) An application for reinstatement of a person permanently suspended or disqualified under paragraph (e)(1) or (e)(3) of this section may be made at any time, and the applicant may, in the Commission's discretion, be afforded a hearing; however, the suspension or disqualification shall continue unless and until the applicant has been reinstated by the Commission for good cause shown.

(ii) Any person suspended under paragraph (e)(2) of this section shall be reinstated by the Commission, upon appropriate application, if all the grounds for application of the provisions of that paragraph are subsequently removed by a reversal of the conviction or termination of the suspension, disbarment, or revocation. An application for reinstatement on any other grounds by any person suspended under paragraph (e)(2) of this section may be filed at any time and the applicant shall be accorded an opportunity for a hearing in the matter; however, such suspension shall continue unless and until the applicant has been reinstated by order of the Commission for good cause shown.

(6) Other proceedings not precluded. A proceeding brought under paragraph (e)(1), (e)(2) or (e)(3) of this section shall not preclude another proceeding brought under these same paragraphs.

(7) Public hearings. All hearings held under this paragraph (e) shall be public unless otherwise ordered by the Commission on its own motion or after considering the motion of a party.

(f) Practice defined. For the purposes of these Rules of Practice, practicing before the Commission shall include, but shall not be limited to:

(1) Transacting any business with the Commission; and

17 CFR Part 201 Subpart D (up to date as of 8/01/2025) Rules of Practice 17 CFR 201.102(e)(3)(iv)

17 CFR 201.102(f)(1) (enhanced display) page 9 of 85 https://www.ecfr.gov/on/2025-08-01/title-17/section-201.500/ https://www.ecfr.gov/on/2025-08-01/title-17/section-201.540/

[60 FR 32796, June 23, 1995, as amended at 63 FR 57122, Oct. 26, 1998; 69 FR 13176, Mar. 19, 2004; 70 FR 72569, Dec. 5, 2005;

85 FR 86477, Dec. 30, 2020]

§ 201.103 Construction of rules.

§ 201.104 Business hours.

The Headquarters office of the Commission, at 100 F Street, NE., Washington, DC 20549, is open each day, except Saturdays, Sundays, and Federal legal 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, D.C. Federal legal holidays consist of New Year's Day;

Birthday of Martin Luther King, Jr.; Presidents Day; Memorial Day; Independence Day; Labor Day; Columbus Day;

Veterans Day; Thanksgiving Day; Christmas Day; and any other day appointed as a holiday in Washington, D.C. by the President or the Congress of the United States.

[60 FR 32796, June 23, 1995, as amended at 70 FR 72569, Dec. 5, 2005]

§ 201.110 Presiding officer.

All proceedings shall be presided over by the Commission or, if the Commission so orders, by a hearing officer.

When the Commission designates that the hearing officer shall be an administrative law judge, the Chief Administrative Law Judge shall select, pursuant to 17 CFR 200.30-10, the administrative law judge to preside.

§ 201.111 Hearing officer: Authority.

The hearing officer shall have the authority to do all things necessary and appropriate to discharge his or her duties.

No provision of these Rules of Practice shall be construed to limit the powers of the hearing officer provided by the Administrative Procedure Act, 5 U.S.C. 556, 557. The powers of the hearing officer include, but are not limited to, the following:

(2) The preparation of any statement, opinion or other paper by any attorney, accountant, engineer or other professional or expert, filed with the Commission in any registration statement, notification, application, report or other document with the consent of such attorney, accountant, engineer or other professional or expert.

(a) The Rules of Practice shall be construed and administered to secure the just, speedy, and inexpensive determination of every proceeding.

(b) In any particular proceeding, to the extent that there is a conflict between these rules and a procedural requirement contained in any statute, or any rule or form adopted thereunder, the latter shall control.

(c) For purposes of these rules:

(1) Any term in the singular includes the plural, and any term in the plural includes the singular, if such use would be appropriate;

(2) Any use of a masculine, feminine, or neuter gender encompasses such other genders as would be appropriate; and

(3) Unless the context requires otherwise, counsel for a party may take any action required or permitted to be taken by such party.

(a) Administering oaths and affirmations;

17 CFR Part 201 Subpart D (up to date as of 8/01/2025) Rules of Practice 17 CFR 201.102(f)(2)

17 CFR 201.111(a) (enhanced display) page 10 of 85 https://www.federalregister.gov/citation/60-FR-32796 https://www.federalregister.gov/citation/63-FR-57122 https://www.federalregister.gov/citation/69-FR-13176 https://www.federalregister.gov/citation/70-FR-72569 https://www.federalregister.gov/citation/85-FR-86477 https://www.federalregister.gov/citation/60-FR-32796 https://www.federalregister.gov/citation/70-FR-72569 https://www.ecfr.gov/on/2025-08-01/title-17/section-200.30-10/ https://www.govinfo.gov/link/uscode/5/556 https://www.govinfo.gov/link/uscode/5/557

[60 FR 32796, June 23, 1995, as amended at 69 FR 13176, Mar. 19, 2004; 70 FR 72569, Dec. 5, 2005]

§ 201.112 Hearing officer: Disqualification and withdrawal.

§ 201.120 Ex parte communications.

(b) Issuing subpoenas authorized by law and revoking, quashing, or modifying any such subpoena;

(c) Receiving relevant evidence and ruling upon the admission of evidence and offers of proof;

(d) Regulating the course of a proceeding and the conduct of the parties and their counsel;

(e) Holding prehearing and other conferences as set forth in § 201.221 and requiring the attendance at any such conference of at least one representative of each party who has authority to negotiate concerning the resolution of issues in controversy;

(f) Recusing himself or herself upon motion made by a party or upon his or her own motion;

(g) Ordering, in his or her discretion, in a proceeding involving more than one respondent, that the interested division indicate, on the record, at least one day prior to the presentation of any evidence, each respondent against whom that evidence will be offered;

(h) Subject to any limitations set forth elsewhere in these Rules of Practice, considering and ruling upon all procedural and other motions, including a motion to correct a manifest error of fact in the initial decision.

A motion to correct is properly filed under this Rule only if the basis for the motion is a patent misstatement of fact in the initial decision. Any motion to correct must be filed within ten days of the initial decision. A brief in opposition may be filed within five days of a motion to correct. The hearing officer shall have 20 days from the date of filing of any brief in opposition filed to rule on a motion to correct;

(i) Preparing an initial decision as provided in § 201.360;

(j) Upon notice to all parties, reopening any hearing prior to the filing of an initial decision therein, or, if no initial decision is to be filed, prior to the time fixed for the filing of final briefs with the Commission; and

(k) Informing the parties as to the availability of one or more alternative means of dispute resolution, and encouraging the use of such methods.

(a) Notice of disqualification. At any time a hearing officer believes himself or herself to be disqualified from considering a matter, the hearing officer shall issue a notice stating that he or she is withdrawing from the matter and setting forth the reasons therefor.

(b) Motion for withdrawal. Any party who has a reasonable, good faith basis to believe that a hearing officer has a personal bias, or is otherwise disqualified from hearing a case, may make a motion to the hearing officer that the hearing officer withdraw. The motion shall be accompanied by an affidavit setting forth in detail the facts alleged to constitute grounds for disqualification. If the hearing officer finds himself or herself not disqualified, he or she shall so rule and shall continue to preside over the proceeding.

(a) Except to the extent required for the disposition of ex parte matters as authorized by law, the person presiding over an evidentiary hearing may not:

(1) Consult a person or party on a fact in issue, unless on notice and opportunity for all parties to participate; or

17 CFR Part 201 Subpart D (up to date as of 8/01/2025) Rules of Practice 17 CFR 201.111(b)

17 CFR 201.120(a)(1) (enhanced display) page 11 of 85 https://www.ecfr.gov/on/2025-08-01/title-17/section-201.221/ https://www.ecfr.gov/on/2025-08-01/title-17/section-201.360/ https://www.federalregister.gov/citation/60-FR-32796 https://www.federalregister.gov/citation/69-FR-13176 https://www.federalregister.gov/citation/70-FR-72569

§ 201.121 Separation of functions.

Any Commission officer, employee or agent engaged in the performance of investigative or prosecutorial functions for the Commission in a proceeding as defined in § 201.101(a) may not, in that proceeding or one that is factually related, participate or advise in the decision, or in Commission review of the decision pursuant to Section 557 of the Administrative Procedure Act, 5 U.S.C. 557, except as a witness or counsel in the proceeding.

§ 201.140 Commission orders and decisions: Signature and availability.

[60 FR 32796, June 23, 1995, as amended at 85 FR 86478, Dec. 30, 2020]

§ 201.141 Orders and decisions: Service of orders instituting proceedings and other orders and decisions.

(2) Be responsible to or subject to the supervision or direction of an employee or agent engaged in the performance of investigative or prosecuting functions for the Commission.

(b) The Commission's code of behavior regarding ex parte communications between persons outside the Commission and decisional employees, 17 CFR 200.110 through 200.114, governs other prohibited communications during a proceeding conducted under the Rules of Practice.

(a) Signature required. All orders and decisions of the Commission shall be signed by the Secretary or any other person duly authorized by the Commission. The signature may be an electronic signature that consists of an “/s/” notation or any other digital signature.

(b) Availability for inspection. Each order and decision shall be available for inspection by the public from the date of entry, unless the order or decision is nonpublic. A nonpublic order or decision shall be available for inspection by any person entitled to inspect it from the date of entry.

(c) Date of entry of orders. The date of entry of a Commission order shall be the date the order is signed.

Such date shall be reflected in the caption of the order, or if there is no caption, in the order itself.

(a) Service of an order instituting proceedings —

(1) By whom made. The Secretary, or another duly authorized officer of the Commission, shall serve a copy of an order instituting proceedings on each person named in the order as a party. The Secretary may direct an interested division to assist in making service.

(2) How made —

(i) To individuals. Notice of a proceeding shall be made to an individual by delivering a copy of the order instituting proceedings to the individual or to an agent authorized by appointment or by law to receive such notice. Delivery means—handing a copy of the order to the individual; or leaving a copy at the individual's office with a clerk or other person in charge thereof; or leaving a copy at the individual's dwelling house or usual place of abode with some person of suitable age and discretion then residing therein; or sending a copy of the order addressed to the individual by U.S. Postal Service certified, registered or express mail and obtaining a confirmation of receipt; or giving confirmed telegraphic notice.

(ii) To corporations or entities. Notice of a proceeding shall be made to a person other than a natural person by delivering a copy of the order instituting proceedings to an officer, managing or general agent, or any other agent authorized by appointment or law to receive such notice, by

17 CFR Part 201 Subpart D (up to date as of 8/01/2025) Rules of Practice 17 CFR 201.120(a)(2)

17 CFR 201.141(a)(2)(ii) (enhanced display) page 12 of 85 https://www.ecfr.gov/on/2025-08-01/title-17/section-200.110/ https://www.ecfr.gov/on/2025-08-01/title-17/section-200.114/ https://www.govinfo.gov/link/uscode/5/557 https://www.federalregister.gov/citation/60-FR-32796 https://www.federalregister.gov/citation/85-FR-86478 any method specified in paragraph (a)(2)(i) of this section, or, in the case of an issuer of a class of securities registered with the Commission, by sending a copy of the order addressed to the most recent address shown on the entity's most recent filing with the Commission by U.S.

Postal Service certified, registered, or express mail and obtaining a confirmation of attempted delivery.

(iii) Upon persons registered with the Commission. In addition to any other method of service specified in paragraph (a)(2) of this section, notice may be made to a person currently registered with the Commission as a broker, dealer, municipal securities dealer, government securities broker, government securities dealer, investment adviser, investment company or transfer agent by sending a copy of the order addressed to the most recent business address shown on the person's registration form by U.S. Postal Service certified, registered or express mail and obtaining a confirmation of attempted delivery.

(iv) Upon persons in a foreign country. Notice of a proceeding to a person in a foreign country may be made by any of the following methods:

(A) Any method specified in paragraph (a)(2) of this section that is not prohibited by the law of the foreign country; or

(B) By any internationally agreed means of service that is reasonably calculated to give notice, such as those authorized by the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents; or

(C) Any method that is reasonably calculated to give notice:

(1) As prescribed by the foreign country's law for service in that country in an action in its courts of general jurisdiction; or

(2) As the foreign authority directs in response to a letter rogatory or letter of request; or

(3) Unless prohibited by the foreign country's law, by delivering a copy of the order instituting proceedings to the individual personally, or using any form of mail that the Secretary or the interested division addresses and sends to the individual and that requires a signed receipt; or

(D) By any other means not prohibited by international agreement, as the Commission or hearing officer orders.

(v) In stop order proceedings. Notwithstanding any other provision of paragraph (a)(2) of this section, in proceedings pursuant to Sections 8 or 10 of the Securities Act of 1933, 15 U.S.C.

77h or 77j, or Sections 305 or 307 of the Trust Indenture Act of 1939, 15 U.S.C. 77eee or 77ggg, notice of the institution of proceedings shall be made by personal service or confirmed telegraphic notice, or a waiver obtained pursuant to paragraph (a)(4) of this section.

(vi) To persons registered with self-regulatory organizations. Notice of a proceeding shall be made to a person registered with a self-regulatory organization by any method specified in paragraph (a)(2)(i) of this section, or by sending a copy of the order addressed to the most recent address for the person shown in the Central Registration Depository by U.S. Postal Service certified, registered, or express mail and obtaining a confirmation of attempted delivery.

17 CFR Part 201 Subpart D (up to date as of 8/01/2025) Rules of Practice 17 CFR 201.141(a)(2)(iii)

17 CFR 201.141(a)(2)(vi) (enhanced display) page 13 of 85 https://www.govinfo.gov/link/uscode/15/77h https://www.govinfo.gov/link/uscode/15/77h https://www.govinfo.gov/link/uscode/15/77j https://www.govinfo.gov/link/uscode/15/77eee https://www.govinfo.gov/link/uscode/15/77ggg

[60 FR 32796, June 23, 1995, as amended at 69 FR 13176, Mar. 19, 2004; 70 FR 72569, Dec. 5, 2005; 81 FR 50233, July 29, 2016;

85 FR 86478, Dec. 30, 2020]

§ 201.150 Service of papers by parties.

(3) Record of service. The Secretary shall maintain a record of service on parties (in hard copy or computerized format), identifying the party given notice, the method of service, the date of service, the address to which service was made, and the person who made service. If a division serves a copy of an order instituting proceedings, the division shall file with the Secretary either an acknowledgement of service by the person served or proof of service consisting of a statement by the person who made service certifying the date and manner of service; the names of the persons served; and their mail or electronic addresses, facsimile numbers, or the addresses of the places of delivery, as appropriate for the manner of service. If service is made in person, the certificate of service shall state, if available, the name of the individual to whom the order was given. If service is made by U.S. Postal Service certified or express mail, the Secretary shall maintain the confirmation of receipt or of attempted delivery, and tracking number. If service is made to an agent authorized by appointment to receive service, the certificate of service shall be accompanied by evidence of the appointment.

(4) Waiver of service. In lieu of service as set forth in paragraph (a)(2) of this section, the party may be provided a copy of the order instituting proceedings by first class mail or other reliable means if a waiver of service is obtained from the party and placed in the record.

(b) Service of orders or decisions other than an order instituting proceedings. Written orders or decisions issued by the Commission or by a hearing officer shall be served promptly on each party pursuant to any method of service authorized under paragraph (a) of this section or § 201.150(c) and (d). Such orders or decisions may also be served by facsimile transmission if the party to be served has agreed to accept such service in a writing, signed by the party, and has provided the Commission with information concerning the facsimile machine telephone number and hours of facsimile machine operation. Service of orders or decisions by the Commission, including those entered pursuant to delegated authority, shall be made by the Secretary or, as authorized by the Secretary, by a member of an interested division.

Service of orders or decisions issued by a hearing officer shall be made by the Secretary or the hearing officer.

(a) When required. In every proceeding as defined in § 201.101(a), each paper, including each notice of appearance, written motion, brief, or other written communication, shall be served upon each party in the proceeding in accordance with the provisions of this section; provided, however, that absent an order to the contrary, no service shall be required for motions which may be heard ex parte.

(b) Upon a person represented by counsel. Whenever service is required to be made upon a person represented by counsel who has filed a notice of appearance pursuant to § 201.102, service shall be made pursuant to paragraph (c) of this section upon counsel, unless service upon the person represented is ordered by the Commission or the hearing officer.

(c) How made. Service shall be made electronically in the form and manner to be specified by the Office of the Secretary in the materials posted on the Commission's website. Persons serving each other shall have provided the Commission and the parties with notice of an email address.

17 CFR Part 201 Subpart D (up to date as of 8/01/2025) Rules of Practice 17 CFR 201.141(a)(3)

17 CFR 201.150(c) (enhanced display) page 14 of 85 https://www.federalregister.gov/citation/60-FR-32796 https://www.federalregister.gov/citation/69-FR-13176 https://www.federalregister.gov/citation/70-FR-72569 https://www.federalregister.gov/citation/81-FR-50233 https://www.ecfr.gov/on/2025-08-01/title-17/section-201.102/

[60 FR 32796, June 23, 1995, as amended at 69 FR 13176, Mar. 19, 2004; 85 FR 86478, Dec. 30, 2020]

§ 201.151 Filing of papers with the Commission: Procedure.

(1) Certification of inability to serve electronically. If a person reasonably cannot serve electronically (due, for example, to a failure to have a functional email address or a lack of access to electronic transmission devices due to incarceration or otherwise), the person promptly shall file a certification under this paragraph that explains why the person reasonably cannot comply using any additional method of service listed in § 201.150(d). The filing also must indicate the expected duration of the person's reasonable inability to comply, such as whether the certification is intended to apply to a solitary instance of service or all instances of service made during the proceeding. The certification is immediately effective. Upon filing the certification, it will be part of the record of the proceeding, and the person may serve paper documents by any additional method listed in § 201.150(d).

(2) [Reserved]

(d) Additional methods of service. If a person reasonably cannot serve electronically, or if service is of an investigative subpoena pursuant to 17 CFR 203.8, service may be made by delivering a copy of the filing.

Delivery means:

(1) Personal service—handing a copy to the person required to be served; or leaving a copy at the person's office with a clerk or other person in charge thereof, or, if there is no one in charge, leaving it in a conspicuous place therein; or, if the office is closed or the person to be served has no office, leaving it at the person's dwelling house or usual place of abode with some person of suitable age and discretion then residing therein;

(2) Mailing the papers through the U.S. Postal Service by first class, registered, or certified mail or express mail delivery addressed to the person;

(3) Sending the papers through a commercial courier service or express delivery service; or

(4) Transmitting the papers by facsimile transmission to the person required to be served. The persons so serving each other shall have provided the Commission and the parties with notice of a facsimile machine telephone number.

(e)…