Rules of Practice

and 

Rules on Fair Fund and

Disgorgement Plans

U.S. Securities and Exchange Commission

September 2019 
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COMMISSION RULES OF PRACTICE

Table of Contents

GENERAL RULES...................................................................................................................7

Rule 100. Scope of the rules of practice........................................................................................................................ 7

Rule 101. Definitions. ...................................................................................................................................................... 7

Rule 102. Appearance and practice before the Commission..................................................................................... 9

Rule 103. Construction of rules....................................................................................................................................15

Rule 104. Business hours...............................................................................................................................................15

Rule 110. Presiding officer. ...........................................................................................................................................15

Rule 111. Hearing officer: Authority...........................................................................................................................16

Rule 112. Hearing officer: Disqualification and withdrawal....................................................................................17

Rule 120. Ex parte communications.............................................................................................................................17

Rule 121. Separation of functions................................................................................................................................18

Rule 140. Commission orders and decisions: Signature and availability................................................................18

Rule 141. Orders and decisions: Service of orders instituting proceedings and other orders 

and decisions.................................................................................................................................................18

Rule 150. Service of papers by parties.........................................................................................................................21

Rule 151. Filing of papers with the Commission: Procedure..................................................................................22

Rule 152. Filing of papers: Form. ................................................................................................................................23

Rule 153. Filing of papers: Signature requirement and effect. ................................................................................25

Rule 154. Motions...........................................................................................................................................................25

Rule 155. Default; motion to set aside default...........................................................................................................26

Rule 160. Time computation. .......................................................................................................................................27

Rule 161. Extensions of time, postponements and adjournments.........................................................................27

Rule 180. Sanctions. .......................................................................................................................................................30
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Rule 190. Confidential treatment of information in certain filings. .......................................................................31

Rule 191. Adjudications not required to be determined on the record after notice and opportunity for 

hearing. ..........................................................................................................................................................32

Rule 192. Rulemaking: Issuance, amendment and repeal of rules of general application...................................32

Rule 193. Applications by barred individuals for consent to associate..................................................................33

Rule 194 Applications by security-based swap dealers or major security-based swap participants for 

statutorily disqualified associated persons to effect or be involved in effecting securitybased swaps...................................................................................................................................................37

INITIATION OF PROCEEDINGS AND PREHEARING RULES...................................45

Rule 200. Initiation of proceedings..............................................................................................................................45

Rule 201. Consolidation and severance of proceedings. ..........................................................................................46

Rule 202. Specification of procedures by parties in certain proceedings...............................................................47

Rule 210. Parties, limited participants and amici curiae............................................................................................47

Rule 220. Answer to allegations. ..................................................................................................................................51

Rule 221. Prehearing conference..................................................................................................................................52

Rule 222. Prehearing submissions and disclosures. ..................................................................................................54

Rule 230. Enforcement and disciplinary proceedings: Availability of documents for inspection

and copying...................................................................................................................................................55

Rule 231. Enforcement and disciplinary proceedings: Production of witness statements. ................................59

Rule 232. Subpoenas. .....................................................................................................................................................59

Rule 233. Depositions upon oral examination...........................................................................................................62

Rule 234. Depositions upon written questions..........................................................................................................70

Rule 235. Introducing prior sworn statements or declarations...............................................................................70

Rule 240. Settlement.......................................................................................................................................................71

Rule 250. Dispositive motions......................................................................................................................................73

RULES REGARDING HEARINGS......................................................................................75
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Rule 300. Hearings..........................................................................................................................................................75

Rule 301. Hearings to be public. ..................................................................................................................................75

Rule 302. Record of hearings........................................................................................................................................75

Rule 310. Failure to appear at hearings: Default........................................................................................................76

Rule 320. Evidence: Admissibility................................................................................................................................76

Rule 321. Evidence: Objections and offers of proof................................................................................................76

Rule 322. Evidence: Confidential information, protective orders..........................................................................77

Rule 323. Evidence: Official notice. ............................................................................................................................78

Rule 324. Evidence: Stipulations..................................................................................................................................78

Rule 325. Evidence: Presentation under oath or affirmation..................................................................................78

Rule 326. Evidence: Presentation, rebuttal and cross-examination........................................................................78

Rule 340. Proposed findings, conclusions and supporting briefs...........................................................................79

Rule 350. Record in proceedings before hearing officer; retention of documents; copies.................................79

Rule 351. Transmittal of documents to Secretary; record index; certification......................................................80

Rule 360. Initial decision of hearing officer and timing of hearing. ........................................................................81

APPEAL TO THE COMMISSION AND COMMISSION REVIEW..................................84

Rule 400. Interlocutory review. ....................................................................................................................................84

Rule 401. Consideration of stays..................................................................................................................................85

Rule 410. Appeal of initial decisions by hearing officers. ........................................................................................87

Rule 411. Commission consideration of initial decisions by hearing officers.......................................................88

Rule 420. Appeal of determinations by self-regulatory organizations. ..................................................................90

Rule 421. Commission consideration of determinations by self-regulatory organizations..................................91

Rule 430. Appeal of actions made pursuant to delegated authority. ......................................................................91

Rule 431. Commission consideration of actions made pursuant to delegated authority. ...................................92

Rule 440. Appeal of determinations by the Public Company Accounting Oversight Board.............................94

Rule 441. Commission consideration of Board determinations. ............................................................................94
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Rule 450. Briefs filed with the Commission...............................................................................................................95

Rule 451. Oral argument before the Commission. ...................................................................................................96

Rule 452. Additional evidence. ......................................................................................................................................97

Rule 460. Record before the Commission..................................................................................................................98

Rule 470. Reconsideration.............................................................................................................................................99

Rule 490. Receipt of petitions for judicial review pursuant to 28 U.S.C. 2112(a)(1). ..........................................99

RULES RELATING TO TEMPORARY ORDERS AND SUSPENSIONS ...................... 100

Rule 500. Expedited consideration of proceedings.................................................................................................100

Rule 510. Temporary cease-and-desist orders: Application process. ...................................................................100

Rule 511. Temporary cease-and-desist orders: Notice; procedures for hearing.................................................101

Rule 512. Temporary cease-and-desist orders: Issuance after notice and opportunity for hearing. ................102

Rule 513. Temporary cease-and-desist orders: Issuance without prior notice and opportunity 

for hearing...................................................................................................................................................103

Rule 514. Temporary cease-and-desist orders: Judicial review; duration.............................................................104

Rule 520. Suspension of registration of brokers, dealers, or other Exchange Act-registered 

entities: Application...................................................................................................................................104

Rule 521. Suspension of registration of brokers, dealers, or other Exchange Act-registered entities: 

Notice and opportunity for hearing on application. ............................................................................105

Rule 522. Suspension of registration of brokers, dealers, or other Exchange Act-registered entities: 

Issuance and review of order. ..................................................................................................................106

Rule 524. Suspension of registrations: Duration. ....................................................................................................107

Rule 530. Initial decision on permanent order: Timing for submitting proposed findings and 

preparation of decision. ............................................................................................................................108

Rule 531. Initial decision on permanent order: Effect on temporary order. ......................................................108

Rule 540. Appeal and Commission review of initial decision making a temporary order permanent............109

Rule 550. Summary suspensions pursuant to Exchange Act Section 12(k)(1)(A). ............................................109
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RULES REGARDING DISGORGEMENT AND PENALTY PAYMENTS .....................110

Rule 600. Interest on sums disgorged. ......................................................................................................................110

Rule 601. Prompt payment of disgorgement, interest and penalties....................................................................110

Rule 630. Inability to pay disgorgement, interest or penalties...............................................................................111

FORM D-A.............................................................................................................................112

FORM D-A.............................................................................................................................113

Rule 900. Informal procedures and supplementary information concerning adjudicatory proceedings........114

FAIR FUND AND DISGORGEMENT PLANS..................................................................116

Rule 1100. Creation of Fair Fund. ..............................................................................................................................116

Rule 1101. Submission of plan of distribution; contents of plan...........................................................................117

Rule 1102. Provisions for payment.............................................................................................................................118

Rule 1103. Notice of proposed plan and opportunity for comment by non-parties..........................................118

Rule 1104. Order approving, modifying, or disapproving proposed plan. ..........................................................118

Rule 1105. Administration of plan..............................................................................................................................119

Rule 1106. Right to challenge. .....................................................................................................................................120
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GENERAL RULES

Rule 100. Scope of the rules of practice.

(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 and

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.

Rule 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 Rule 102(b);

(3) Disciplinary proceeding means an action pursuant to Rule 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 
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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 Rule 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 Rule 410, of a petition for review of an initial decision by a 

hearing officer; or

(iii) By the filing, pursuant to Rule 420, of an application for review of a self-regulatory 

organization determination; or

(iv) By the filing, pursuant to Rule 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 Rule 440, of an application for review of a determination by 

the Public Company Accounting Oversight Board; or

(vi) By the filing, pursuant to 17 CFR 242.601, 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
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(vii) By the filing, pursuant to 17 CFR 242.608, 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;

(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]

Rule 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 rule or as otherwise permitted by the Commission or a hearing officer.

(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.
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(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 Rule 

101(a), he or she shall file with the Commission, or otherwise state on the record, and keep 

current, an 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.

(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 

Rule 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 and telephone 

number; and the name and address of the person or persons represented.

(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, address, and telephone number of the withdrawing representative; the 

name, 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, 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 Rule 150. The notice 

shall be filed at least five days before the proposed effective date of the withdrawal.
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(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 Rule 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:

(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 rule shall be 
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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 rule 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 rule 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 rule 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.
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(iii) Within 30 days after the filing of a petition in accordance with paragraph (e)(3)(ii) of 

this rule, 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 to this paragraph (e)(3) shall be expedited in accordance with Rule 

500. If the hearing is held before a hearing officer, the time limits set forth in Rule 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 

rule, the staff of the Commission shall show either that the petitioner has been enjoined as 

described in paragraph (e)(3)(i)(A) of this rule 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 rule

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 rule 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 

rule 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 rule.
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(5) Reinstatement.

(i) An application for reinstatement of a person permanently suspended or disqualified 

under paragraph (e)(1) or (e)(3) of this rule 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 rule 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 rule 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 rule 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

(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.
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Rule 103. Construction of rules.

(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.

Rule 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.

Rule 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.
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Rule 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:

(a) Administering oaths and affirmations;

(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 Rule 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 Rule 360;
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(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.

Rule 112. Hearing officer: Disqualification and withdrawal.

(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.

Rule 120. Ex parte communications.

(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

(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.
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Rule 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 Rule 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.

Rule 140. Commission orders and decisions: Signature and availability.

(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.

(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.

Rule 141. Orders and decisions: Service of orders instituting proceedings and other orders 

and decisions.

(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 
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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 any method specified in paragraph (a)(2)(i) of this rule, 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 rule, 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 rule 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:
20

(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

rule, 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 rule.

(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 rule, 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.

(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 
21

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 rule, 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 rule or Rules 150(c)(1) - (3). 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.

Rule 150. Service of papers by parties.

(a) When required. In every proceeding as defined in Rule 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 rule; 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 Rule 102, service shall be 

made pursuant to paragraph (c) of this rule upon counsel, unless service upon the person 

represented is ordered by the Commission or the hearing officer.
22

(c) How made. Service shall 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 where the following conditions are 

met:

(i) The persons so serving each other have provided the Commission and the parties 

with notice of the facsimile machine telephone number to be used and the hours of facsimile 

machine operation;

(ii) The transmission is made at such a time that it is received during the Commission’s 

business hours as defined in Rule 104; and

(iii) The sender of the transmission previously has not been served in accordance with 

Rule 150 with a written notice from the recipient of the transmission declining service by

facsimile transmission.

(d) When service is complete. Personal service, service by U.S. Postal Service Express Mail or service 

by a commercial courier or express delivery service is complete upon delivery. Service by mail is 

complete upon mailing. Service by facsimile is complete upon confirmation of transmission by 

delivery of a manually signed receipt.

Rule 151. Filing of papers with the Commission: Procedure.

(a) When to file. All papers required to be served by a party upon any person shall be filed 

contemporaneously with the Commission. Papers required to be filed with the Commission must be 
23

received within the time limit, if any, for such filing. Filing with the Commission may be made by 

facsimile transmission if the party also contemporaneously transmits to the Commission a nonfacsimile original with a manual signature. However, any person filing with the Commission by 

facsimile transmission will be responsible for assuring that the Commission receives a complete and 

legible filing within the time limit set for such filing.

(b) Where to file. Filing of papers with the Commission shall be made by filing them with the 

Secretary. When a proceeding is assigned to a hearing officer, a person making a filing with the 

Secretary shall promptly provide to the hearing officer a copy of any such filing, provided, however, 

that the hearing officer may direct or permit filings to be made with him or her, in which event the 

hearing officer shall note thereon the filing date and promptly provide the Secretary with either the 

original or a copy of any such filings.

(c) To whom to direct the filing. Unless otherwise provided, where the Commission has assigned a 

case to a hearing officer, all motions, objections, applications or other filings made during a 

proceeding 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 briefs with the Commission, shall be directed to and decided 

by the hearing officer.

(d) Certificate of service. Papers filed with the Commission or a hearing officer shall be 

accompanied by a certificate stating the name of the person or persons served, the date of service, 

the method of service and the mailing address or facsimile telephone number to which service was 

made, if not made in person. If the method of service to any party is different from the method of 

service to any other party or the method for filing with the Commission, the certificate shall state 

why a different means of service was used.

Rule 152. Filing of papers: Form.

(a) Specifications. Papers filed in connection with any proceeding as defined in Rule 101(a) shall:

(1) Be on one grade of unglazed white paper measuring 81⁄2 × 11 inches, except that, to the 

extent that the reduction of larger documents would render them illegible, such documents may 

be filed on larger paper;
24

(2) Be typewritten or printed in 12-point or larger typeface or otherwise reproduced by a 

process that produces permanent and plainly legible copies;

(3) Include at the head of the paper, or on a title page, the name of the Commission, the title 

of the proceeding, the names of the parties, the subject of the particular paper or pleading, and 

the file number assigned to the proceeding;

(4) Be paginated with left hand margins at least 1 inch wide, and other margins of at least 1 

inch;

(5) Be double-spaced, with single-spaced footnotes and single-spaced indented quotations; 

and

(6) Be stapled, clipped or otherwise fastened in the upper left corner.

(b) Signature required. All papers must be dated and signed as provided in Rule 153.

(c) Suitability for recordkeeping. Documents which, in the opinion of the Commission, are not 

suitable for computer scanning or microfilming may be rejected.

(d) Number of copies. An original and three copies of all papers shall be filed, unless filing is made 

by facsimile in accordance with Rule 151. If filing is made by facsimile, the filer shall also transmit to 

the Office of the Secretary one non-facsimile original with a manual signature, contemporaneously 

with the facsimile transmission. The non-facsimile original must be accompanied by a statement of 

the date on which, and the facsimile number to which, the party made transmission of the facsimile 

filing.

(e) Form of briefs. All briefs containing more than 10 pages shall include a table of contents, an 

alphabetized table of cases, a table of statutes, and a table of other authorities cited, with references 

to the pages of the brief wherein they are cited.

(f) Scandalous or impertinent matter. Any scandalous or impertinent matter contained in any brief or 

pleading or in connection with any oral presentation in a proceeding may be stricken on order of the 

Commission or the hearing officer.
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Rule 153. Filing of papers: Signature requirement and effect.

(a) General requirements. Following the issuance of an order instituting proceedings, every filing of 

a party represented by counsel shall be signed by at least one counsel of record in his or her name 

and shall state that counsel’s business address and telephone number. A party who acts as his or her 

own counsel shall sign his or her individual name and state his or her address and telephone number 

on every filing.

(b) Effect of signature.

(1) The signature of a counsel or party shall constitute a certification that:

(i) The person signing the filing has read the filing;

(ii) To the best of his or her knowledge, information, and belief, formed after reasonable 

inquiry, the filing is well grounded in fact and is warranted by existing law or a good faith 

argument for the extension, modification, or reversal of existing law; and

(iii) The filing is not made for any improper purpose, such as to harass or to cause 

unnecessary delay or needless increase in the cost of adjudication.

(2) If a filing is not signed, the hearing officer or the Commission shall strike the filing, 

unless it is signed promptly after the omission is called to the attention of the person making the 

filing.

Rule 154. Motions.

The requirements in this rule apply to motions and related filings except where another rule 

expressly governs.

(a) Generally. Unless made during a hearing or conference, a motion shall be in writing, shall state 

with particularity the grounds therefor, shall set forth the relief or order sought, and shall be 

accompanied by a written brief of the points and authorities relied upon. All written motions shall 

be served in accordance with Rule 150, be filed in accordance with Rule 151, meet the requirements 

of Rule 152, and be signed in accordance with Rule 153. The Commission or the hearing officer may 

order that an oral motion be submitted in writing. Unless otherwise ordered by the Commission or 
26

the hearing officer, if a motion is properly made to the Commission concerning a proceeding to 

which a hearing officer is assigned, the proceeding before the hearing officer shall continue pending 

the determination of the motion by the Commission. No oral argument shall be heard on any 

motion unless the Commission or the hearing officer otherwise directs.

(b) Opposing and reply briefs. Briefs in opposition to a motion shall be filed within five days after 

service of the motion. Reply briefs shall be filed within three days after service of the opposition.

(c) Length limitation. No motion (together with the brief in support of the motion), brief in 

opposition to the motion, or reply brief shall exceed 7,000 words, exclusive of any table of contents 

or table of authorities. The word limit shall not apply to any addendum that consists solely of copies 

of applicable cases, pertinent legislative provisions or rules, or relevant exhibits. Requests for leave 

to file motions and briefs in excess of 7,000 words are disfavored. A motion or brief, together with 

any accompanying brief, that does not exceed 15 pages in length, exclusive of pages containing the 

table of contents, table of authorities, and any addendum that consists solely of copies of applicable 

cases, pertinent legislative provisions, or rules and exhibits, but inclusive of pleadings incorporated 

by reference, is presumptively considered to contain no more than 7,000 words. Any motion or brief 

that exceeds these page limits must include a certificate by the attorney, or an unrepresented party, 

stating that the document complies with the length limitation set forth in this paragraph and stating 

the number of words in the document. The person preparing the certificate may rely on the word 

count of a word-processing program to prepare the document.

Rule 155. Default; motion to set aside default.

(a) A party to a proceeding may be deemed to be in default and the Commission or the hearing 

officer may determine the proceeding against that party upon consideration of the record, including 

the order instituting proceedings, the allegations of which may be deemed to be true, if that party 

fails:

(1) To appear, in person or through a representative, at a hearing or conference of which 

that party has been notified;

(2) To answer, to respond to a dispositive motion within the time provided, or otherwise to 

defend the proceeding; or
27

(3) To cure a deficient filing within the time specified by the commission or the hearing 

officer pursuant to Rule 180(b).

(b) A motion to set aside a default shall be made within a reasonable time, state the reasons for 

the failure to appear or defend, and specify the nature of the proposed defense in the proceeding. In 

order to prevent injustice and on such conditions as may be appropriate, the hearing officer, at any 

time prior to the filing of the initial decision, or the Commission, at any time, may for good cause 

shown set aside a default.

Rule 160. Time computation.

(a) Computation. In computing any period of time prescribed in or allowed by these Rules of 

Practice or by order of the Commission, the day of the act, event, or default from which the 

designated period of time begins to run shall not be included. The last day of the period so 

computed shall be included unless it is a Saturday, Sunday, or Federal legal holiday (as defined in 

Rule 104), in which event the period runs until the end of the next day that is not a Saturday, 

Sunday, or Federal legal holiday. Intermediate Saturdays, Sundays, and Federal legal holidays shall be 

excluded from the computation when the period of time prescribed or allowed is seven days or less, 

not including any additional time allowed for service by mail in paragraph (b) of this rule. If on the 

day a filing is to be made, weather or other conditions have caused the Secretary’s office or other 

designated filing location to close, the filing deadline shall be extended to the end of the next day 

that is neither a Saturday, a Sunday, nor a Federal legal holiday.

(b) Additional time for service by mail. If service is made by mail, three days shall be added to the 

prescribed period for response unless an order of the Commission or the hearing officer specifies a 

date certain for filing. In the event that an order of the Commission or the hearing officer specifies a 

date certain for filing, no time shall be added for service by mail.

Rule 161. Extensions of time, postponements and adjournments.

(a) Availability. Except as otherwise provided by law, the Commission, at any time, or the hearing 

officer, at any time prior to the filing of his or her initial decision or, if no initial decision is to be 

filed, at any time prior to the closing of the record, may, for good cause shown, extend or shorten 
28

any time limits prescribed by these Rules of Practice for the filing of any papers and may, consistent 

with paragraphs (b) and (c) of this rule, postpone or adjourn any hearing.

(b) Considerations in determining whether to extend time limits or grant postponements, adjournments and 

extensions.

(1) In considering all motions or requests pursuant to paragraph (a) or (b) of this rule, the 

Commission or the hearing officer should adhere to a policy of strongly disfavoring such 

requests, except in circumstances where the requesting party makes a strong showing that the 

denial of the request or motion would substantially prejudice their case. In determining whether 

to grant any requests, the Commission or hearing officer shall consider, in addition to any other 

relevant factors:

(i) The length of the proceeding to date;

(ii) The number of postponements, adjournments or extensions already granted;

(iii) The stage of the proceedings at the time of the request;

(iv) The impact of the request on the hearing officer’s ability to complete the proceeding 

in the time specified by the Commission; and

(v) Any other such matters as justice may require.

(2) To the extent that the Commission has chosen a timeline under which the hearing would 

occur beyond the statutory 60-day deadline, this policy of strongly disfavoring requests for 

postponement will not apply to a request by a respondent to postpone commencement of a 

cease and desist proceeding hearing beyond the statutory 60-day period.

(c)(1) Time limit. Postponements, adjournments or extensions of time for filing papers shall not 

exceed 21 days unless the Commission or the hearing officer states on the record or sets forth in a 

written order the reasons why a longer period of time is necessary.

(2) Stay pending Commission consideration of offers of settlement.

(i) If the Commission staff and one or more respondents in the proceeding file a joint 

motion notifying the hearing officer that they have agreed in principle to a settlement on all 
29

major terms, then the hearing officer shall stay the proceeding as to the settling 

respondent(s), or in the discretion of the hearing officer as to all respondents, pending 

completion of Commission consideration of the settlement offer. Any such stay will be 

contingent upon:

(A) The settling respondent(s) submitting to the Commission staff, within fifteen 

business days of the stay, a signed offer of settlement in conformance with Rule 240; and

(B) Within twenty business days of receipt of the signed offer, the staff submitting 

the settlement offer and accompanying recommendation to the Commission for 

consideration.

(ii) If the parties fail to meet either of these deadlines or if the Commission rejects the 

offer of settlement, the hearing officer must be promptly notified and, upon notification of 

the hearing officer, the stay shall lapse and the proceeding will continue. In the circumstance 

where:

(A) A hearing officer has granted a stay because the parties have “agreed in principle 

to a settlement;”

(B) The agreement in principle does not materialize into a signed settlement offer 

within 15 business days of the stay; and

(C) The stay lapses, the hearing officer will not be required to grant another stay 

related to the settlement process until both parties have notified the hearing officer in 

writing that a signed settlement offer has been prepared, received by the Commission’s 

staff, and will be submitted to the Commission.

(iii) The granting of any stay pursuant to this paragraph (c) shall stay the timeline 

pursuant to Rule 360(a).
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Rule 180. Sanctions.

(a) Contemptuous conduct.

(1) Subject to exclusion or suspension. Contemptuous conduct by any person before the 

Commission or a hearing officer during any proceeding, including at or in connection with any 

conference, deposition or hearing, shall be grounds for the Commission or the hearing officer 

to:

(i) Exclude that person from such deposition, hearing or conference, or any portion 

thereof; and/or

(ii) Summarily suspend that person from representing others in the proceeding in which 

such conduct occurred for the duration, or any portion, of the proceeding.

(2) Review procedure. A person excluded from a deposition, hearing or conference, or a counsel 

summarily suspended from practice for the duration or any portion of a proceeding, may seek 

review of the exclusion or suspension by filing with the Commission, within three days of the 

exclusion or suspension order, a motion to vacate the order. The Commission shall consider 

such motion on an expedited basis as provided in Rule 500.

(3) Adjournment. Upon motion by a party represented by counsel subject to an order of 

exclusion or suspension, an adjournment shall be granted to allow the retention of new counsel. 

In determining the length of an adjournment, the Commission or hearing officer shall consider, 

in addition to the factors set forth in Rule 161, the availability of co-counsel for the party or of 

other members of a suspended counsel’s firm.

(b) Deficient filings; leave to cure deficiencies. The Commission or the hearing officer may reject, in 

whole or in part, any filing that fails to comply with any requirements of these Rules of Practice or 

of any order issued in the proceeding in which the filing was made. Any such filings shall not be part 

of the record. The Commission or the hearing officer may direct a party to cure any deficiencies and 

to resubmit the filing within a fixed time period.

(c) Failure to make required filing or to cure deficient filing. The Commission or the hearing officer may 

enter a default pursuant to Rule 155, dismiss one or more claims, decide the particular claim(s) at 
31

issue against that person, or prohibit the introduction of evidence or exclude testimony concerning 

that claim if a person fails:

(1) To make a filing required under these Rules of Practice; or

(2) To cure a deficient filing within the time specified by the Commission or the hearing 

officer pursuant to paragraph (b) of this rule.

Rule 190. Confidential treatment of information in certain filings.

(a) Application. An application for confidential treatment pursuant to the provisions of Clause 30 

of Schedule A of the Securities Act of 1933, 15 U.S.C. 77aa(30), and Rule 406 thereunder, 17 CFR 

230.406; Section 24(b)(2) of the Securities Exchange Act of 1934, 15 U.S.C. 78x(b)(2), and Rule 24b2 thereunder, 17 CFR 240.24b-2; Section 45(a) of the Investment Company Act of 1940, 15 U.S.C. 

80a-44(a), and Rule 45a-1 thereunder, 17 CFR 270.45a-1; or Section 210(a) of the Investment 

Advisers Act of 1940, 15 U.S.C. 80b-10(a), shall be filed with the Secretary. The application shall be 

accompanied by a sealed copy of the materials as to which confidential treatment is sought.

(b) Procedure for supplying additional information. The applicant may be required to furnish in writing 

additional information with respect to the grounds for objection to public disclosure. Failure to 

supply the information so requested within 14 days from the date of receipt by the applicant of a 

notice of the information required shall be deemed a waiver of the objection to public disclosure of 

that portion of the information to which the additional information relates, unless the Commission 

or the hearing officer shall otherwise order for good cause shown at or before the expiration of such 

14-day period.

(c) Confidentiality of materials pending final decision. Pending the determination of the application for 

confidential treatment, transcripts, non-final orders including an initial decision, if any, and other 

materials in connection with the application shall be placed under seal; shall be for the confidential 

use only of the hearing officer, the Commission, the applicant, and any other parties and counsel; 

and shall be made available to the public only in accordance with orders of the Commission.

(d) Public availability of orders. Any final order of the Commission denying or sustaining an 

application for confidential treatment shall be made public. Any prior findings or opinions relating 
32

to an application for confidential treatment under this rule shall be made public at such time as the 

material as to which confidentiality was requested is made public.

Rule 191. Adjudications not required to be determined on the record after notice and 

opportunity for hearing.

(a) Scope of the rule. This rule applies to every case of adjudication, as defined in 5 U.S.C. 551, 

pursuant to any statute which the Commission administers, where adjudication is not required to be 

determined on the record after notice and opportunity for hearing and which the Commission has 

not chosen to determine on the record after notice and opportunity for hearing.

(b) Procedure. In every case of adjudication under paragraph (a) of this rule, the Commission shall 

give prompt notice of any adverse action or final disposition to any person who has requested the 

Commission to make (or not to make) any such adjudication, and furnish to any such person a 

written statement of reasons therefor. Additional procedures may be specified in rules relating to 

specific types of such adjudications. Where any such rule provides for the publication of a 

Commission order, notice of the action or disposition shall be deemed to be given by such 

publication.

(c) Contents of the record. If the Commission provides notice and opportunity for the submission of 

written comments by parties to the adjudication or, as the case may be, by other interested persons, 

written comments received on or before the closing date for comments, unless accorded 

confidential treatment pursuant to statute or rule of the Commission, become a part of the record of 

the adjudication. The Commission, in its discretion, may accept and include in the record written 

comments filed with the Commission after the closing date.

Rule 192. Rulemaking: Issuance, amendment and repeal of rules of general application.

(a) By petition. Any person desiring the issuance, amendment or repeal of a rule of general 

application may file a petition therefor with the Secretary. Such petition shall include a statement 

setting forth the text or the substance of any proposed rule or amendment desired or specifying the 

rule the repeal of which is desired, and stating the nature of his or her interest and his or her reasons 

for seeking the issuance, amendment or repeal of the rule. The Secretary shall acknowledge, in 

writing, receipt of the petition and refer it to the appropriate division or office for consideration and 
33

recommendation. Such recommendations shall be transmitted with the petition to the Commission 

for such action as the Commission deems appropriate. The Secretary shall notify the petitioner of 

the action taken by the Commission.

(b) Notice of proposed issuance, amendment or repeal of rules. Except where the Commission finds that 

notice and public procedure are impracticable, unnecessary, or contrary to the public interest, 

whenever the Commission proposes to issue, amend, or repeal any rule or regulation of general 

application other than an interpretive rule; general statement of policy; or rule of agency 

organization, procedure, or practice; or any matter relating to agency management or personnel or to 

public property, loans, grants, benefits, or contracts, there shall first be published in the Federal 

Register a notice of the proposed action. Such notice shall include:

(1) A statement of the time, place, and nature of the rulemaking proceeding, with particular 

reference to the manner in which interested persons shall be afforded the opportunity to 

participate in such proceeding;

(2) Reference to the authority under which the rule is proposed; and

(3) The terms or substance of the proposed rule or a description of the subjects and issues 

involved.

Rule 193. Applications by barred individuals for consent to associate.

Preliminary note

This rule governs applications to the Commission by certain persons, barred by Commission 

order from association with brokers, dealers, municipal securities dealers, government securities

brokers, government securities dealers, investment advisers, investment companies or transfer 

agents, for consent to become so associated. Applications made pursuant to this rule must show that 

the proposed association would be consistent with the public interest. In addition to the information 

specifically required by the rule, applications should be supplemented, where appropriate, by written 

statements of individuals (other than the applicant) who are competent to attest to the applicant’s 

character, employment performance, and other relevant information. Intentional misstatements or 

omissions of fact may constitute criminal violations of 18 U.S.C. 1001 et seq. and other provisions 

of law.
34

The nature of the supervision that an applicant will receive or exercise as an associated person 

with a registered entity is an important matter bearing upon the public interest. In meeting the 

burden of showing that the proposed association is consistent with the public interest, the 

application and supporting documentation must demonstrate that the proposed supervision, 

procedures, or terms and conditions of employment are reasonably designed to prevent a recurrence 

of the conduct that led to imposition of the bar. As an associated person, the applicant will be 

limited to association in a specified capacity with a particular registered entity and may also be 

subject to specific terms and conditions.

Normally, the applicant’s burden of demonstrating that the proposed association is consistent 

with the public interest will be difficult to meet where the applicant is to be supervised by, or is to 

supervise, another barred individual. In addition, where an applicant wishes to become the sole 

proprietor of a registered entity and thus is seeking Commission consent notwithstanding an 

absence of supervision, the applicant’s burden will be difficult to meet.

In addition to the factors set forth in paragraph (d) of this rule, the Commission will consider 

the nature of the findings that resulted in the bar when making its determination as to whether the 

proposed association is consistent with the public interest. In this regard, attention is directed to 

Rule 5(e) of the Commission’s Rules on Informal and Other Procedures, 17 CFR 202.5(e). Among 

other things, Rule 5(e) sets forth the Commission’s policy “not to permit a * * * respondent [in an 

administrative proceeding] to consent to * * * [an] order that imposes a sanction while denying the 

allegations in the * * * order for proceedings.” Consistent with the rationale underlying that policy, 

and in order to avoid the appearance that an application made pursuant to this rule was granted on 

the basis of such denial, the Commission will not consider any application that attempts to reargue 

or collaterally attack the findings that resulted in the Commission’s bar order.

(a) Scope of rule. Applications for Commission consent to associate, or to change the terms and 

conditions of association, with a registered broker, dealer, municipal securities dealer, government 

securities broker, government securities dealer, investment adviser, investment company or transfer 

agent may be made pursuant to this rule where a Commission order bars the individual from 

association with a registered entity and:
35

(1) Such barred individual seeks to become associated with an entity that is not a member of 

a self-regulatory organization; or

(2) The order contains a proviso that application may be made to the Commission after a 

specified period of time.

(b) Form of application. Each application shall be supported by an affidavit, manually signed by the 

applicant, that addresses the factors set forth in paragraph (d) of this rule. One original and three 

copies of the application shall be filed pursuant to Rules 151, 152 and 153. Each application shall 

include as exhibits:

(1) A copy of the Commission order imposing the bar;

(2) An undertaking by the applicant to notify immediately the Commission in writing if any 

information submitted in support of the application becomes materially false or misleading while 

the application is pending;

(3) The following forms, as appropriate:

(i) A copy of a completed Form U-4, where the applicant’s proposed association is with 

a broker-dealer or municipal securities dealer;

(ii) A copy of a completed Form MSD-4, where the applicant’s proposed association is 

with a bank municipal securities dealer;

(iii) The information required by Form ADV, 17 CFR 279.1, with respect to the 

applicant, where the applicant’s proposed association is with an investment adviser;

(iv) The information required by Form TA-1, 17 CFR 249b.100, with respect to the 

applicant, where the applicant’s proposed association is with a transfer agent; and

(4) A written statement by the proposed employer that describes:

(i) The terms and conditions of employment and supervision to be exercised over such 

applicant and, where applicable, by such applicant;
36

(ii) The qualifications, experience, and disciplinary records of the proposed supervisor(s) 

of the applicant;

(iii) The compliance and disciplinary history, during the two years preceding the filing of 

the application, of the office in which the applicant will be employed; and

(iv) The names of any other associated persons in the same office who have previously 

been barred by the Commission, and whether they are to be supervised by the applicant.

(c) Required showing. The applicant shall make a showing satisfactory to the Commission that the 

proposed association would be consistent with the public interest.

(d) Factors to be addressed. The affidavit required by paragraph (b) of this rule shall address each of 

the following:

(1) The time period since the imposition of the bar;

(2) Any restitution or similar action taken by the applicant to recompense any person injured 

by the misconduct that resulted in the bar;

(3) The applicant’s compliance with the order imposing the bar;

(4) The applicant’s employment during the period subsequent to imposition of the bar;

(5) The capacity or position in which the applicant proposes to be associated; 

(6) The manner and extent of supervision to be exercised over such applicant and, where 

applicable, by such applicant;

(7) Any relevant courses, seminars, examinations or other actions completed by the applicant 

subsequent to imposition of the bar to prepare for his or her return to the securities business; 

and

(8) Any other information material to the application.

(e) Notification to applicant and written statement. In the event an adverse recommendation is 

proposed by the staff with respect to an application made pursuant to this rule, the applicant shall be 
37

so advised and provided with a written statement of the reasons for such recommendation. The 

applicant shall then have 30 days to submit a written statement in response.

(f) Concurrent applications. The Commission will not consider any application submitted pursuant 

to this rule if any other application for consent to associate concerning the same applicant is pending 

before any self-regulatory organization.

Rule 194 Applications by security-based swap dealers or major security-based swap

participants for statutorily disqualified associated persons to effect or be involved 

in effecting security-based swaps.

A security-based swap dealer or major security-based swap participant making an application 

under this section should refer to paragraph (i) of this section.

(a) Scope of rule. Applications by a security-based swap dealer or major security-based swap 

participant for the Commission to permit an associated person (as provided in 15 U.S.C. 78c(a)(70)) 

to effect or be involved in effecting security-based swaps on behalf of a registered security-based 

swap dealer or major security-based swap participant, or to change the terms and conditions thereof, 

may be made pursuant to this section where the associated person is subject to a statutory 

disqualification and thereby prohibited from effecting or being involved in effecting security-based 

swaps on behalf of a security-based swap dealer or major security-based swap participant under 

Exchange Act Section 15F(b)(6) (15 U.S.C. 78o-10(b)(6)).

(b) Required showing. The applicant shall make a showing that it would be consistent with the 

public interest to permit the person associated with the security-based swap dealer or major securitybased swap participant who is subject to a statutory disqualification to effect or be involved in 

effecting security-based swaps on behalf of the security-based swap dealer or major security-based 

swap participant.

(c) Exclusion for other persons. The security-based swap dealer or major security-based swap 

participant shall be excluded from the prohibition in Section 15F(b)(6) of the Securities Exchange 

Act of 1934 (15 U.S.C. 78o-10(b)(6)) with respect to an associated person that is not a natural 

person who is subject to a statutory disqualification.
38

(d) Form of application. Each application with respect to an associated person that is a natural 

person who is subject to a statutory disqualification shall be supported by a written statement, signed 

by a knowledgeable person authorized by the security-based swap dealer or major security-based 

swap participant, which addresses the items set forth in paragraph (e) of this section. The application 

shall be filed pursuant to Rules of Practice 151, 152, and 153 (17 CFR 201.151, 201.152, and 

201.153). Each application shall include as exhibits:

(1) A copy of the order or other applicable document that resulted in the associated person 

being subject to a statutory disqualification;

(2) An undertaking by the applicant to notify promptly the Commission in writing if any 

information submitted in support of the application becomes materially false or misleading while 

the application is pending;

(3) A copy of the questionnaire or application for employment specified in 17 CFR 

240.15Fb6-2(b), with respect to the associated person; and

(4) If the associated person has been the subject of any proceeding resulting in the 

imposition of disciplinary sanctions during the five years preceding the filing of the application 

or is the subject of a pending proceeding by the Commission, the Commodity Futures Trading 

Commission, any federal or state regulatory or law enforcement agency, registered futures 

association (as provided in 7 U.S.C. 21), foreign financial regulatory authority, registered national 

securities association, or any other self-regulatory organization (as provided in 15 U.S.C. 

78c(a)(26)), or commodities exchange, or any court, the applicant should include a copy of any 

order, decision, or document issued by the court, agency, self-regulatory organization (as 

provided in 15 U.S.C. 78c(a)(26)), or other relevant authority involved.

(e) Written statement. The written statement required by paragraph (d) of this section shall address 

each of the following, to the extent applicable:

(1) The associated person’s compliance with any order resulting in statutory disqualification, 

including whether the associated person has paid fines or penalties, disgorged monies, made 

restitution or paid any other monetary compensation required by any such order;
39

(2) The associated person’s employment during the period subsequent to becoming subject 

to a statutory disqualification;

(3) The capacity or position in which the person subject to a statutory disqualification 

proposes to be associated with the security-based swap dealer or major security-based swap 

participant;

(4) The terms and conditions of employment and supervision to be exercised over such 

associated person and, where applicable, by such associated person;

(5) The qualifications, experience, and disciplinary history of the proposed supervisor(s) of 

the associated person;

(6) The compliance and disciplinary history, during the five years preceding the filing of the 

application, of the applicant;

(7) The names of any other associated persons at the applicant who have previously been 

subject to a statutory disqualification and whether they are to be supervised by the associated 

person;

(8) Any relevant courses, seminars, examinations or other actions completed by the 

associated person subsequent to becoming subject to a statutory disqualification to prepare for 

his or her participation in the security-based swap business;

(9) A detailed statement of why the associated person should be permitted to effect or be 

involved in effecting security-based swaps on behalf of the security-based swap dealer or major 

security-based swap participant, notwithstanding the event resulting in statutory disqualification, 

including what steps the associated person or applicant has taken, or will take, to ensure that the 

statutory disqualification does not negatively affect the ability of the associated person to effect 

or be involved in effecting security-based swaps on behalf of the security-based swap dealer or 

major security-based swap participant in compliance with the applicable statutory and regulatory 

framework;

(10) Whether the associated person has been involved in any litigation during the five years 

preceding the filing of the application concerning investment or investment-related activities or 
40

whether there are any unsatisfied judgments outstanding against the associated person 

concerning investment or investment-related activities, to the extent not otherwise covered by 

paragraph (e)(9) of this section. If so, the applicant should provide detailsregarding such 

litigation or unsatisfied judgments; and

(11) Any other information that the applicant believes to be material to the application.

(f) Prior applications or processes. In addition to the information specified above, any person making 

an application under this rule shall provide any order, notice or other applicable document reflecting 

the grant, denial or other disposition (including any dispositions on appeal) of any prior application 

or process concerning the associated person:

(1) Pursuant to this section;

(2) Pursuant to Rule of Practice 193 (17 CFR 201.193);

(3) Pursuant to Investment Company Act Section 9(c) (15 U.S.C. 80a-9(c));

(4) Pursuant to Section 19(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78s(d)), Rule 

19h-1 under the Securities Exchange Act of 1934 (17 CFR 240.19h-1), or a proceeding by a selfregulatory organization (as provided in 15 U.S.C. 78c(a)(26)) for a person to become or remain a 

member, or an associated person of a member, notwithstanding the existence of a statutory 

disqualification; or

(5) By the Commodity Futures Trading Commission or a registered futures association (as 

provided in 7 U.S.C. 21) for registration, including as an associated person, or listing as a 

principal, notwithstanding the existence of a statutory disqualification, including:

(i) Any order or other document providing that the associated person may be listed as a 

principal or registered as an associated person of a futures commission merchant, retail 

foreign exchange dealer, introducing broker, commodity pool operator, commodity trading 

advisor, or leverage transaction merchant, or any person registered as a floor broker or a 

floor trader, notwithstanding that the person is subject to a statutory disqualification from 

registration under Section 8a(2) or 8a(3) of the Commodity Exchange Act (7 U.S.C. 12a(2),

(3)); or
41

(ii) Any determination by a registered futures association (as provided in 7 U.S.C. 21) 

that had the associated person applied for registration as an associated person of a swap 

dealer or a major swap participant, or had a swap dealer or major swap participant listed the 

associated person as a principal in the swap dealer’s or major swap participant’s application 

for registration, notwithstanding statutory disqualification, the application of the associated 

person or of the swap dealer or major swap participant, as the case may be, would have been 

granted or denied.

(g) Notification to applicant and written statement. In the event an adverse recommendation is 

proposed by Commission staff with respect to an application made pursuant to this section, the 

applicant shall be so advised and provided with a written statement of the reasons for such 

recommendation. The applicant shall then have 30 days thereafter to submit a written statement in

response.

(h) Notice in lieu of an application. (1) A security-based swap dealer or major security- based swap 

participant may permit a person associated with it who is subject to a statutory disqualification to 

effect or be involved in effecting security-based swaps on its behalf, without making an application 

pursuant to this section, where the conditions in paragraph (h)(2) of this section are met, and where:

(i) The person has been admitted to or continued in membership, or participation or 

association with a member, of a self-regulatory organization (as provided in 15 U.S.C. 

78c(a)(26)), notwithstanding that such person is subject to a statutory disqualification under 

Section 3(a)(39)(A) through (F) of the Securities Exchange Act of 1934 (15 U.S.C. 

78c(a)(39)(A) through (F));

(ii) The person has been granted consent to associate pursuant to the Rule of Practice

193 (17 CFR 201.193) or otherwise by the Commission;

(iii) The person has been permitted to effect or be involved in effecting security-based 

swaps on behalf of a security-based swap dealer or major security-based swap participant 

pursuant to this section; or

(iv) The person has been registered as, or listed as a principal of, a futures commission 

merchant, retail foreign exchange dealer, introducing broker, commodity pool operator, 
42

commodity trading advisor, or leverage transaction merchant, registered as an associated 

person of any of the foregoing, registered as or listed as a principal of a swap dealer or major 

swap participant, or registered as a floor broker or floor trader, notwithstanding that the 

person is subject to a statutory disqualification under Sections 8a(2) or 8a(3) of the 

Commodity Exchange Act (7 U.S.C. 12a(2), (3)), and the person is not subject to a 

Commission bar or suspension pursuant to Sections 15(b), 15B, 15E, 15F, or 17A of the 

Securities Exchange Act of 1934 (15 U.S.C. 78o(b), 78o-4, 78o-7, 78o-10, 78q-1), Section 

9(b) of the Investment Company Act of 1940 (15 U.S.C. 80a-9(b)), or Section 203(f) of the 

Investment Advisers Act of 1940 (15 U.S.C. 80b-3(f)).

(2) A security-based swap dealer or major security-based swap participant may permit a 

person associated with it who is subject to a statutory disqualification to effect or be involved in 

effecting security-based swaps on its behalf, without making an application pursuant to this 

section, as provided in paragraph (h)(1), subject to the following conditions:

(i) All matters giving rise to a statutory disqualification under Section 3(a)(39)(A) through 

(F) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(39)(A) through (F)) have been 

subject to a process where the membership, association, registration or listing as a principal 

has been granted or otherwise approved by the Commission, Commodity Futures Trading 

Commission, self-regulatory organization (as provided in 15 U.S.C. 78c(a)(26)), or a 

registered futures association (as provided in 7 U.S.C. 21);

(ii) The terms and conditions of the association with the security-based swap dealer or 

major security-based swap participant are the same in all material respects as those approved

in connection with a previous order, notice or other applicable document granting the

membership, association, registration or listing as a principal, as provided in paragraph (h)(1);

and

(iii) The security-based swap dealer or major security-based swap participant has filed a 

notice with the Commission. The notice shall be filed pursuant to Rules of Practice 151, 152, 

and 153 (17 CFR 201.151, 201.152, and 201.153). The notice must set forth, as appropriate:

(A) The name of the security-based swap dealer or major security-based swap

participant;
43

(B) The name of the associated person subject to a statutory disqualification;

(C) The name of the associated person’s prospective supervisor(s) at the securitybased swap dealer or major security-based swap participant;

(D) The place of employment for the associated person subject to a statutory 

disqualification; and

(E) Identification of any agency, self-regulatory organization (as provided in 15

U.S.C. 78c(a)(26)) or a registered futures association (as provided in 7 U.S.C. 21) that has 

indicated its agreement with the terms and conditions of the proposed association, 

registration or listing as a principal.

(i) Note to § 201.194. (1) Under Section 15F(b)(6) of the Securities Exchange Act of 1934 (15 

U.S.C. 78o-10(b)(6)), except to the extent otherwise specifically provided by rule, regulation, or 

order of the Commission, it shall be unlawful for a security-based swap dealer or a major securitybased swap participant to permit any person associated with a security-based swap dealer or a major 

security-based swap participant who is subject to a statutory disqualification to effect or be involved 

in effecting security-based swaps on behalf of the security-based swap dealer or major security-based 

swap participant, if the security-based swap dealer or major security-based swap participant knew, or 

in the exercise of reasonable care should have known, of the statutory disqualification.

(2) Subject to the exclusion provided in paragraph (c) of this section, in accordance with the 

authority granted in Section 15F(b)(6) of the Securities Exchange Act of 1934 (15 U.S.C. 78o10(b)(6)), this section governs applications to the Commission by a security-based swap dealer or 

major security-based swap participant for the Commission to issue an order to permit a natural 

person who is an associated person of a security-based swap dealer or major security- based 

swap participant who is subject to a statutory disqualification to effect or be involved in effecting 

security-based swaps on behalf of the security-based swap dealer or major security- based swap 

participant.

(3) Applications made pursuant to this section must show that it would be consistent with 

the public interest to permit the associated person of the security-based swap dealer or major 

security-based swap participant to effect or be involved in effecting security-based swaps on 
44

behalf of the security-based swap dealer or major security-based swap participant. In addition to 

the information specifically required by the rule, applications should be supplemented, where 

appropriate, by written statements of individuals who are competent to attest to the associated 

person’s character, employment performance, and other relevant information. In addition to the 

information required by the rule, the Commission staff may request supplementary information 

to assist in the Commission’s review. Intentional misstatements or omissions of fact may 

constitute criminal violations of 18 U.S.C. 1001, et seq. and other provisions of law. The 

Commission will not consider any application that attempts to reargue or collaterally attack the 

findings that resulted in the statutory disqualification.

(4) The nature of the supervision that an associated person will receive or exercise as an 

associated person with a registered entity is an important matter bearing upon the public interest. 

In meeting the burden of showing that permitting the associated person to effect or be involved 

in effecting security-based swaps on behalf of the security-based swap dealer or major securitybased swap participant is consistent with the public interest, the application and supporting 

documentation must demonstrate that the terms or conditions of association, procedures or 

proposed supervision, are reasonably designed to ensure that the statutory disqualification does 

not negatively affect the ability of the associated person to effect or be involved in effecting 

security-based swaps on behalf of the security-based swap dealer or major security-based swap 

participant in compliance with the applicable statutory and regulatory framework.

(5) Normally, the applicant’s burden of demonstrating that permitting the associated person 

to effect or be involved in effecting security-based swaps on behalf of the security-based swap 

dealer or major security-based swap participant is consistent with the public interest will be 

difficult to meet where the associated person is to be supervised by, or is to supervise, another 

statutorily disqualified individual. In addition, where there is an absence of supervision over the 

associated person who is subject to a statutory disqualification, the applicant’s burden will be 

difficult to meet. The associated person may be limited to association in a specified capacity with 

a particular registered entity and may also be subject to specific terms and conditions.
45

INITIATION OF PROCEEDINGS AND PREHEARING RULES

Rule 200. Initiation of proceedings.

(a) Order instituting proceedings: Notice and opportunity for hearing.

(1) Generally. Whenever an order instituting proceedings is issued by the Commission, 

appropriate notice thereof shall be given to each party to the proceeding by the Secretary or 

another duly designated officer of the Commission. Each party shall be given notice of any 

hearing within a time reasonable in light of the circumstances, in advance of the hearing; 

provided, however, no prior notice need be given to a respondent if the Commission has 

authorized the Division of Enforcement to seek a temporary sanction ex parte.

(2) Stop order proceedings: Additional persons entitled to notice. Any notice of a proceeding relating 

to the issuance of a stop order suspending the effectiveness of a registration statement pursuant 

to Section 8(d) of the Securities Act of 1933, 15 U.S.C. 77h(d), shall be sent to or served on the 

issuer; or, in the case of a foreign government or political subdivision thereof, sent to or served 

on the underwriter; or, in the case of a foreign or territorial person, sent to or served on its duly 

authorized representative in the United States named in the registration statement, properly 

directed in the case of telegraphic notice to the address given in such statement. In addition, if 

such proceeding is commenced within 90 days after the registration statement has become 

effective, notice of the proceeding shall be given to the agent for service named on the facing 

sheet of the registration statement and to each other person designated on the facing sheet of 

the registration statement as a person to whom copies of communications to such agent are to 

be sent.

(b) Content of order. The order instituting proceedings shall:

(1) State the nature of any hearing;

(2) State the legal authority and jurisdiction under which the hearing is to be held;

(3) Contain a short and plain statement of the matters of fact and law to be considered and 

determined, unless the order directs an answer pursuant to Rule 220 in which case the order 
46

shall set forth the factual and legal basis alleged therefor in such detail as will permit a specific 

response thereto; and

(4) State the nature of any relief or action sought or taken.

(c) Time and place of hearing. The time and place for any hearing shall be fixed with due regard for 

the public interest and the convenience and necessity of the parties, other participants, or their 

representatives.

(d) Amendment to order instituting proceedings.

(1) By the Commission. Upon motion by a party, the Commission may, at any time, amend an 

order instituting proceedings to include new matters of fact or law.

(2) By the hearing officer. Upon motion by a party, the hearing officer may, at any time prior to 

the filing of an initial decision or, if no initial decision is to be filed, prior to the time fixed for 

the filing of final briefs with the Commission, amend an order instituting proceedings to include 

new matters of fact or law that are within the scope of the original order instituting proceedings.

(e) Publication of notice of public hearings. Unless otherwise ordered by the Commission, notice of any 

public hearing shall be given general circulation by release to the public, by publication in the SEC 

News Digest and, where directed, by publication in the Federal Register.

Rule 201. Consolidation and severance of proceedings.

(a) Consolidation. By order of the Commission or a hearing officer, proceedings involving a 

common question of law or fact may be consolidated for hearing of any or all the matters at issue in 

such proceedings. The Commission or the hearing officer may make such orders concerning the 

conduct of such proceedings as it deems appropriate to avoid unnecessary cost or delay. 

Consolidation shall not prejudice any rights under these Rules of Practice and shall not affect the 

right of any party to raise issues that could have been raised if consolidation had not occurred. For 

purposes of this rule, no distinction is made between joinder and consolidation of proceedings.

(b) Severance. By order of the Commission, any proceeding may be severed with respect to one or 

more parties. Any motion to sever must be made solely to the Commission and must include a 
47

representation that a settlement offer is pending before the Commission or otherwise show good 

cause.

Rule 202. Specification of procedures by parties in certain proceedings.

(a) Motion to specify procedures. In any proceeding other than an enforcement or disciplinary 

proceeding, a proceeding to review a determination by a self-regulatory organization pursuant to 

Rules 420 and 421, or a proceeding to review a determination of the Board pursuant to Rules 440 

and 441, a party may, at any time up to 20 days prior to the start of a hearing, make a motion to 

specify the procedures necessary or appropriate for the proceeding with particular reference to:

(1) Whether there should be an initial decision by a hearing officer;

(2) Whether any interested division of the Commission may assist in the preparation of the 

Commission’s decision; and

(3) Whether there should be a 30-day waiting period between the issuance of the 

Commission’s order and the date it is to become effective.

(b) Objections; effect of failure to object. Any other party may object to the procedures so specified, 

and such party may specify such additional procedures as it considers necessary or appropriate. In 

the absence of such objection or such specification of additional procedures, such other party may 

be deemed to have waived objection to the specified procedures.

(c) Approval required. Any proposal pursuant to paragraph (a) of this rule, even if not objected to 

by any party, shall be subject to the written approval of the hearing officer.

(d) Procedure upon agreement to waive an initial decision. If an initial decision is waived pursuant to 

paragraph (a) of this rule, the hearing officer shall notify the Secretary and, unless the Commission 

directs otherwise within 14 days, no initial decision shall be issued.

Rule 210. Parties, limited participants and amici curiae.

(a) Parties in an enforcement or disciplinary proceeding, a proceeding to review a self-regulatory organization 

determination, or a proceeding to review a Board determination.
48

(1) Generally. No person shall be granted leave to become a party or a non-party participant 

on a limited basis in an enforcement or disciplinary proceeding, a proceeding to review a 

determination by a self-regulatory organization pursuant to Rules 420 and 421, or a proceeding 

to review a determination by the Board pursuant to Rules 440 and 441, except as authorized by 

paragraph (c) of this rule.

(2) Disgorgement proceedings. In an enforcement proceeding, a person may state his or her views 

with respect to a proposed plan of disgorgement or file a proof of claim pursuant to Rule 1103.

(b) Intervention as a party.

(1) Generally. In any proceeding, other than an enforcement proceeding, a disciplinary 

proceeding, a proceeding to review a self-regulatory determination, or a proceeding to review a 

Board determination, any person may seek leave to intervene as a party by filing a motion setting 

forth the person’s interest in the proceeding. No person, however, shall be admitted as a party to 

a proceeding by intervention unless it is determined that leave to participate pursuant to 

paragraph (c) of this rule would be inadequate for the protection of the person’s interests. In a 

proceeding under the Investment Company Act of 1940, any representative of interested 

security holders, or any other person whose participation in the proceeding may be in the public 

interest or for the protection of investors, may be admitted as a party upon the filing of a written 

motion setting forth the person’s interest in the proceeding.

(2) Intervention as of right. In proceedings under the Investment Company Act of 1940, any 

interested State or State agency shall be admitted as a party to any proceeding upon the filing of 

a written motion requesting leave to be admitted.

(c) Leave to participate on a limited basis. In any proceeding, other than an enforcement proceeding, 

a disciplinary proceeding, a proceeding to review a self-regulatory determination, or a proceeding to 

review a Board determination, any person may seek leave to participate on a limited basis as a nonparty participant as to any matter affecting the person’s interests:

(1) Procedure. Motions for leave to participate shall be in writing, shall set forth the nature and 

extent of the movant’s interest in the proceeding, and, except where good cause for late filing is 

shown, shall be filed not later than 20 days prior to the date fixed for the commencement of the 
49

hearing. Leave to participate pursuant to this paragraph (c) may include such rights of a party as 

the hearing officer may deem appropriate. Persons granted leave to participate shall be served in 

accordance with Rule 150; provided, however, that a party to the proceeding may move that the 

extent of notice of filings or other papers to be provided to persons granted leave to participate 

be limited, or may move that the persons granted leave to participate bear the cost of being 

provided copies of any or all filings or other papers. Persons granted leave to participate shall be 

bound, except as may be otherwise determined by the hearing officer, by any stipulation between 

the parties to the proceeding with respect to procedure, including submission of evidence, 

substitution of exhibits, corrections of the record, the time within which briefs or exceptions 

may be filed or proposed findings and conclusions may be submitted, the filing of initial 

decisions, the procedure to be followed in the preparation of decisions and the effective date of 

the Commission’s order in the case. Where the filing of briefs or exceptions or the submission 

of proposed findings and conclusions are waived by the parties to the proceedings, a person 

granted leave to participate pursuant to this paragraph (c) shall not be permitted to file a brief or 

exceptions or submit proposed findings and conclusions except by leave of the Commission or 

of the hearing officer.

(2) Certain persons entitled to leave to participate. The hearing officer is directed to grant leave to 

participate under this paragraph (c) to any person to whom it is proposed to issue any security in 

exchange for one or more bona fide outstanding securities, claims or property interests, or partly 

in such exchange and partly for cash, where the Commission is authorized to approve the terms 

and conditions of such issuance and exchange after a hearing upon the fairness of such terms 

and conditions.

(3) Leave to participate in certain Commission proceedings by a representative of the United States 

Department of Justice, a United States Attorney’s Office, or a criminal prosecutorial authority of any State or 

any other political subdivision of a State. The Commission or the hearing officer may grant leave to 

participate on a limited basis to an authorized representative of the United States Department of 

Justice, an authorized representative of a United States Attorney, or an authorized representative 

of any criminal prosecutorial authority of any State or any other political subdivision of a State 

for the purpose of requesting a stay during the pendency of a criminal investigation or 

prosecution arising out of the same or similar facts that are at issue in the pending Commission 
50

enforcement or disciplinary proceeding. Upon a showing that such a stay is in the public interest 

or for the protection of investors, the motion for stay shall be favored. A stay granted under this 

paragraph (c)(3) may be granted for such a period and upon such conditions as the Commission 

or the hearing officer deems appropriate.

(d) Amicus participation.

(1) Availability. An amicus brief may be filed only if:

(i) A motion for leave to file the brief has been granted;

(ii) The brief is accompanied by written consent of all parties;

(iii) The brief is filed at the request of the Commission or the hearing officer; or

(iv) The brief is presented by the United States or an officer or agency thereof, or by a 

State, Territory or Commonwealth.

(2) Procedure. An amicus brief may be filed conditionally with the motion for leave. The 

motion for leave shall identify the interest of the movant and shall state the reasons why a brief 

of an amicus curiae is desirable. Except as all parties otherwise consent, any amicus curiae shall 

file its brief within the time allowed the party whose position the amicus will support, unless the 

Commission or hearing officer, for cause shown, grants leave for a later filing. In the event that a 

later filing is allowed, the order granting leave to file shall specify when an opposing party may 

reply to the brief. A motion of an amicus curiae to participate in oral argument will be granted 

only for extraordinary reasons.

(e) Permission to state views. Any person may make a motion seeking leave to file a memorandum or 

make an oral statement of his or her views. Any such communication may be included in the record; 

provided, however, that unless offered and admitted as evidence of the truth of the statements 

therein made, any assertions of fact submitted pursuant to the provisions of this paragraph (e) will 

be considered only to the extent that the statements therein made are otherwise supported by the 

record.

(f) Modification of participation provisions. The Commission or the hearing officer may, by order, 

modify the provisions of this rule which would otherwise be applicable, and may impose such terms 
51

and conditions on the participation of any person in any proceeding as it may deem necessary or 

appropriate in the public interest.

Rule 220. Answer to allegations.

(a) When required. In its order instituting proceedings, the Commission may require any 

respondent to file an answer to each of the allegations contained therein. Even if not so ordered, any 

respondent in any proceeding may elect to file an answer. Any other person granted leave by the 

Commission or the hearing officer to participate on a limited basis in such proceedings pursuant to 

Rule 210(c) may be required to file an answer.

(b) When to file. Except where a different period is provided by rule or by order, a respondent 

required to file an answer as provided in paragraph (a) of this rule shall do so within 20 days after 

service upon the respondent of the order instituting proceedings. Persons granted leave to 

participate on a limited basis in the proceeding pursuant to Rule 210(c) may file an answer within a 

reasonable time, as determined by the Commission or the hearing officer. If the order instituting 

proceedings is amended, the Commission or the hearing officer may require that an amended 

answer be filed and, if such an answer is required, shall specify a date for the filing thereof.

(c) Contents; effect of failure to deny. Unless otherwise directed by the hearing officer or the 

Commission, an answer shall specifically admit, deny, or state that the party does not have, and is 

unable to obtain, sufficient information to admit or deny each allegation in the order instituting 

proceedings. When a party intends in good faith to deny only a part of an allegation, the party shall 

specify so much of it as is true and shall deny only the remainder. A statement of a lack of 

information shall have the effect of a denial. Any allegation not denied shall be deemed admitted. A 

respondent must affirmatively state in the answer any avoidance or affirmative defense, including 

but not limited to res judicata and statute of limitations. In this regard, a respondent must state in 

the answer whether the respondent relied on the advice of counsel, accountants, auditors, or other 

professionals in connection with any claim, violation alleged or remedy sought. Failure to do so may 

be deemed a waiver.

(d) Motion for more definite statement. A respondent may file with an answer a motion for a more 

definite statement of specified matters of fact or law to be considered or determined. Such motion 

shall state the respects in which, and the reasons why, each such matter of fact or law should be 
52

required to be made more definite. If the motion is granted, the order granting such motion shall set 

the periods for filing such a statement and any answer thereto.

(e) Amendments. A respondent may amend its answer at any time by written consent of each 

adverse party or with leave of the Commission or the hearing officer. Leave shall be freely granted 

when justice so requires.

(f) Failure to file answer: default. If a respondent fails to file an answer required by this rule within 

the time provided, such respondent may be deemed in default pursuant to Rule 155(a). A party may 

make a motion to set aside a default pursuant to Rule 155(b).

Rule 221. Prehearing conference.

(a) Purposes of conference. The purposes of a prehearing conference include, but are not limited to:

(1) Expediting the disposition of the proceeding;

(2) Establishing early and continuing control of the proceeding by the hearing officer; and

(3) Improving the quality of the hearing through more thorough preparation.

(b) Procedure. On his or her own motion or at the request of a party, the hearing officer may, in 

his or her discretion, direct counsel or any party to meet for an initial, final or other prehearing 

conference. Such conferences may be held with or without the hearing officer present as the hearing 

officer deems appropriate. Where such a conference is held outside the presence of the hearing 

officer, the hearing officer shall be advised promptly by the parties of any agreements reached. Such 

conferences also may be held with one or more persons participating by telephone or other remote 

means.

(c) Subjects to be discussed. At a prehearing conference consideration may be given and action taken 

with respect to any and all of the following:

(1) Simplification and clarification of the issues;

(2) Exchange of witness and exhibit lists and copies of exhibits;

(3) Timing of expert witness disclosures and reports, if any;
53

(4) Stipulations, admissions of fact, and stipulations concerning the contents, authenticity, or 

admissibility into evidence of documents;

(5) Matters of which official notice may be taken;

(6) The schedule for exchanging prehearing motions or briefs, if any;

(7) The method of service for papers other than Commission orders;

(8) The filing of any motion pursuant to Rule 250;

(9) Settlement of any or all issues;

(10) Determination of hearing dates;

(11) Amendments to the order instituting proceedings or answers thereto;

(12) Production, and timing for completion of the production, of documents as set forth in 

Rule 230, and prehearing production of documents in response to subpoenas duces tecum as set 

forth in Rule 232;

(13) Specification of procedures as set forth in Rule 202;

(14) Depositions to be conducted, if any, and date by which depositions shall be completed; 

and

(15) Such other matters as may aid in the orderly and expeditious disposition of the 

proceeding.

(d) Required prehearing conference. Except where the emergency nature of a proceeding would make 

a prehearing conference clearly inappropriate, at least one prehearing conference should be held.

(e) Prehearing orders. At or following the conclusion of any conference held pursuant to this rule, 

the hearing officer shall enter a ruling or order which recites the agreements reached and any 

procedural determinations made by the hearing officer.

(f) Failure to appear: default. Any person who is named in an order instituting proceedings as a 

person against whom findings may be made or sanctions imposed and who fails to appear, in person 
54

or through a representative, at a prehearing conference of which he or she has been duly notified 

may be deemed in default pursuant to Rule 155(a). A party may make a motion to set aside a default 

pursuant to Rule 155(b).

Rule 222. Prehearing submissions and disclosures.

(a) Submissions generally. The hearing officer, on his or her own motion, or at the request of a party 

or other participant, may order any party, including the interested division, to furnish such 

information as deemed appropriate, including any or all of the following:

(1) An outline or narrative summary of its case or defense;

(2) The legal theories upon which it will rely;

(3) Copies and a list of documents that it intends to introduce at the hearing; and

(4) A list of witnesses who will testify on its behalf, including the witnesses’ names, 

occupations, addresses and a brief summary of their expected testimony.

(b) Expert witnesses.

(1) Information to be supplied; reports. Each party who intends to call an expert witness shall 

submit, in addition to the information required by paragraph (a)(4) of this rule, a statement of 

the expert's qualifications, a listing of other proceedings in which the expert has given expert 

testimony during the previous four years, and a list of publications authored or co-authored by 

the expert in the previous ten years. Additionally, if the witness is one retained or specially 

employed to provide expert testimony in the case or one whose duties as the party’s employee 

regularly involve giving expert testimony, then the party must include in the disclosure a written 

report—prepared and signed by the witness. The report must contain:

(i) A complete statement of all opinions the witness will express and the basis and 

reasons for them;

(ii) The facts or data considered by the witness in forming them;

(iii) Any exhibits that will be used to summarize or support them; and
55

(iv) A statement of the compensation to be paid for the study and testimony in the case.

(2) Drafts and communications protected.

(i) Drafts of any report or other disclosure required under this rule need not be furnished 

regardless of the form in which the draft is recorded.

(ii) Communications between a party’s attorney and the party’s expert witness who is 

required to provide a report under this rule need not be furnished regardless of the form of 

the communications, except if the communications relate to compensation for the expert’s 

study or testimony, identify facts or data that the party’s attorney provided and that the 

expert considered in forming the opinions to be expressed, or identify assumptions that the 

party’s attorney provided and that the expert relied on in forming the opinions to be 

expressed.

Rule 230. Enforcement and disciplinary proceedings: Availability of documents for 

inspection and copying.

For purposes of this rule, the term documents shall include writings, drawings, graphs, charts, 

photographs, recordings and other data compilations, including data stored by computer, from 

which information can be obtained.

(a) Documents to be available for inspection and copying.

(1) Unless otherwise provided by this rule, or by order of the Commission or the hearing 

officer, the Division of Enforcement shall make available for inspection and copying by any 

party documents obtained by the Division prior to the institution of proceedings, in connection 

with the investigation leading to the Division’s recommendation to institute proceedings. Such 

documents shall include:

(i) Each subpoena issued;

(ii) Every other written request to persons not employed by the Commission to provide 

documents or to be interviewed;
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(iii) The documents turned over in response to any such subpoenas or other written 

requests;

(iv) All transcripts and transcript exhibits;

(v) Any other documents obtained from persons not employed by the Commission; and

(vi) Any final examination or inspection reports prepared by the Office of Compliance 

Inspections and Examinations, the Division of Trading and Markets, or the Division of 

Investment Management, if the Division of Enforcement intends either to introduce any 

such report into evidence or to use any such report to refresh the recollection of any witness.

(2) Nothing in this paragraph (a) shall limit the right of the Division to make available any 

other document, or shall limit the right of a respondent to seek access to or production pursuant 

to subpoena of any other document, or shall limit the authority of the hearing officer to order 

the production of any document pursuant to subpoena.

(b) Documents that may be withheld or redacted. 

(1) The Division of Enforcement may withhold a document if:

(i) The document is privileged;

(ii) The document is an internal memorandum, note or writing prepared by a 

Commission employee, other than an examination or inspection report as specified in 

paragraph (a)(1)(vi) of this rule, or is otherwise attorney work product and will not be 

offered in evidence;

(iii) The document would disclose the identity of a confidential source;

(iv) The document reflects only settlement negotiations between the Division of 

Enforcement and a person or entity who is not a respondent in the proceeding; or

(v) The hearing officer grants leave to withhold a document or category of documents as 

not relevant to the subject matter of the proceeding or otherwise, for good cause shown.
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(2) Unless the hearing officer orders otherwise upon motion, the Division of Enforcement 

may redact information from a document if:

(i) The information is among the categories set forth in paragraphs (b)(1)(i) through (v) 

of this rule; or

(ii) The information consists of the following with regard to a person other than the 

respondent to whom the information is being produced:

(A) An individual’s social-security number;

(B) An individual’s birth date;

(C) The name of an individual known to be a minor; or

(D) A financial account number, taxpayer-identification number, credit card or debit 

card number, passport number, driver’s license number, or state-issued identification 

number other than the last four digits of the number.

(3) Nothing in this paragraph (b) authorizes the Division of Enforcement in connection with 

an enforcement or disciplinary proceeding to withhold, contrary to the doctrine of Brady v. 

Maryland, 373 U.S. 83, 87 (1963), documents that contain material exculpatory evidence.

(c) Withheld document list. The hearing officer may require the Division of Enforcement to submit 

for review a list of documents or categories of documents withheld pursuant to paragraphs (b)(1)(i)

through (b)(1)(v) of this rule or to submit any document withheld, and may determine whether any 

such document should be made available for inspection and copying. When similar documents are 

withheld pursuant to paragraphs (b)(1)(i) through (b)(1)(v) of this rule, those documents may be 

identified by category instead of by individual document. The hearing officer retains discretion to 

determine when an identification by category is insufficient.

(d) Timing of inspection and copying. Unless otherwise ordered by the Commission or the hearing 

officer, the Division of Enforcement shall commence making documents available to a respondent 

for inspection and copying pursuant to this rule no later than 7 days after service of the order 

instituting proceedings. In a proceeding in which a temporary cease-and-desist order is sought 

pursuant to Rule 510 or a temporary suspension of registration is sought pursuant to Rule 520, 
58

documents shall be made available no later than the day after service of the decision as to whether to 

issue a temporary cease-and-desist order or temporary suspension order.

(e) Place of inspection and copying. Documents subject to inspection and copying pursuant to this 

rule shall be made available to the respondent for inspection and copying at the Commission office 

where they are ordinarily maintained, or at such other place as the parties, in writing, may agree. A 

respondent shall not be given custody of the documents or leave to remove the documents from the 

Commission’s offices pursuant to the requirements of this rule other than by written agreement of 

the Division of Enforcement. Such agreement shall specify the documents subject to the agreement, 

the date they shall be returned and such other terms or conditions as are appropriate to provide for 

the safekeeping of the documents.

(f) Copying costs and procedures. The respondent may obtain a photocopy of any documents 

made available for inspection. The respondent shall be responsible for the cost of photocopying. 

Unless otherwise ordered, charges for copies made by the Division of Enforcement at the request of 

the respondent will be at the rate charged pursuant to the fee schedule identified on the Freedom of 

Information Act (“FOIA”) web page of the Commission’s website at http://www.sec.gov for copies. 

The respondent shall be given access to the documents at the Commission’s offices or such other 

place as the parties may agree during normal business hours for copying of documents at the 

respondent’s expense.

(g) Issuance of investigatory subpoenas after institution of proceedings. The Division of Enforcement shall 

promptly inform the hearing officer and each party if investigatory subpoenas are issued under the 

same investigation file number or pursuant to the same order directing private investigation (“formal 

order”) under which the investigation leading to the institution of proceedings was conducted. The 

hearing officer shall order such steps as necessary and appropriate to assure that the issuance of 

investigatory subpoenas after the institution of proceedings is not for the purpose of obtaining 

evidence relevant to the proceedings and that any relevant documents that may be obtained through 

the use of investigatory subpoenas in a continuing investigation are made available to each 

respondent for inspection and copying on a timely basis.

(h) Failure to make documents available—harmless error. In the event that a document required to be 

made available to a respondent pursuant to this rule is not made available by the Division of 
59

Enforcement, no rehearing or redecision of a proceeding already heard or decided shall be required, 

unless the respondent shall establish that the failure to make the document available was not 

harmless error.

Rule 231. Enforcement and disciplinary proceedings: Production of witness statements.

(a) Availability. Any respondent in an enforcement or disciplinary proceeding may move that the 

Division of Enforcement produce for inspection and copying any statement of any person called or 

to be called as a witness by the Division of Enforcement that pertains, or is expected to pertain, to 

his or her direct testimony and that would be required to be produced pursuant to the Jencks Act, 

18 U.S.C. 3500. For purposes of this rule, statement shall have the meaning set forth in 18 U.S.C. 

3500(e). Such production shall be made at a time and place fixed by the hearing officer and shall be 

made available to any party, provided, however, that the production shall be made under conditions 

intended to preserve the items to be inspected or copied.

(b) Failure to produce—harmless error. In the event that a statement required to be made available 

for inspection and copying by a respondent is not turned over by the Division of Enforcement, no 

rehearing or redecision of a proceeding already heard or decided shall be required unless the 

respondent establishes that the failure to turn over the statement was not harmless error.

Rule 232. Subpoenas.

(a) Availability; procedure. In connection with any hearing ordered by the Commission or any 

deposition permitted under Rule 233, a party may request the issuance of subpoenas requiring the 

attendance and testimony of witnesses at such depositions or at the designated time and place of 

hearing, and subpoenas requiring the production of documentary or other tangible evidence 

returnable at any designated time or place. Unless made on the record at a hearing, requests for 

issuance of a subpoena shall be made in writing and served on each party pursuant to Rule 150. A 

person whose request for a subpoena has been denied or modified may not request that any other 

person issue the subpoena.

(1) Unavailability of hearing officer. In the event that the hearing officer assigned to a proceeding 

is unavailable, the party seeking issuance of the subpoena may seek its issuance from the first 

available of the following persons: The Chief Administrative Law Judge, the law judge most 
60

senior in service as a law judge, the duty officer, any other member of the Commission, or any 

other person designated by the Commission to issue subpoenas. Requests for issuance of a 

subpoena made to the Commission, or any member thereof, must be submitted to the Secretary, 

not to an individual Commissioner.

(2) Signing may be delegated. A hearing officer may authorize issuance of a subpoena, and may 

delegate the manual signing of the subpoena to any other person authorized to issue subpoenas.

(b) Standards for issuance. Where it appears to the person asked to issue the subpoena that the 

subpoena sought may be unreasonable, oppressive, excessive in scope, or unduly burdensome, he or 

she may, in his or her discretion, as a condition precedent to the issuance of the subpoena, require 

the person seeking the subpoena to show the general relevance and reasonable scope of the 

testimony or other evidence sought. If after consideration of all the circumstances, the person 

requested to issue the subpoena determines that the subpoena or any of its terms is unreasonable, 

oppressive, excessive in scope, or unduly burdensome, he or she may refuse to issue the subpoena, 

or issue it only upon such conditions as fairness requires. In making the foregoing determination, 

the person issuing the subpoena may inquire of the other participants whether they will stipulate to 

the facts sought to be proved.

(c) Service. Service shall be made pursuant to the provisions of Rule 150(b) through (d). The 

provisions of this paragraph (c) shall apply to the issuance of subpoenas for purposes of 

investigations, as required by 17 CFR 203.8, as well as depositions and hearings.

(d) Tender of fees required. When a subpoena ordering the attendance of a person at a hearing or 

deposition is issued at the instance of anyone other than an officer or agency of the United States, 

service is valid only if the subpoena is accompanied by a tender to the subpoenaed person of the 

fees for one day’s attendance and mileage specified by paragraph (f) of this rule.

(e) Application to quash or modify.

(1) Procedure. Any person to whom a subpoena or notice of deposition is directed, or who is 

an owner, creator or the subject of the documents that are to be produced pursuant to a 

subpoena, or any party may, prior to the time specified therein for compliance, but in no event 

more than 15 days after the date of service of such subpoena or notice, request that the 
61

subpoena or notice be quashed or modified. Such request shall be made by application filed with 

the Secretary and served on all parties pursuant to Rule 150. The party on whose behalf the 

subpoena or notice was issued may, within five days of service of the application, file an 

opposition to the application. If a hearing officer has been assigned to the proceeding, the 

application to quash shall be directed to that hearing officer for consideration, even if the 

subpoena or notice was issued by another person.

(2) Standards governing application to quash or modify. If compliance with the subpoena or notice 

of deposition would be unreasonable, oppressive, unduly burdensome or would unduly delay the 

hearing, the hearing officer or the Commission shall quash or modify the subpoena or notice, or 

may order a response to the subpoena, or appearance at a deposition, only upon specified 

conditions. These conditions may include but are not limited to a requirement that the party on 

whose behalf the subpoena was issued shall make reasonable compensation to the person to 

whom the subpoena was addressed for the cost of copying or transporting evidence to the place 

for return of the subpoena.

(3) Additional standards governing application to quash deposition notices or subpoenas filed pursuant to 

Rule 233(a). The hearing officer or the Commission shall quash or modify a deposition notice or 

subpoena filed or issued pursuant to Rule 233(a) unless the requesting party demonstrates that 

the deposition notice or subpoena satisfies the requirements of Rule 233(a), and:

(i) The proposed deponent was a witness of or participant in any event, transaction, 

occurrence, act, or omission that forms the basis for any claim asserted by the Division of 

Enforcement, any defense, or anything else required to be included in an answer pursuant to 

Rule 220(c) by any respondent in the proceeding (this excludes a proposed deponent whose 

only knowledge of these matters arises from the Division of Enforcement’s investigation or 

the proceeding);

(ii) The proposed deponent is a designated as an “expert witness” under Rule 222(b); 

provided, however, that the deposition of an expert who is required to submit a written 

report under Rule 222(b) may only occur after such report is served; or

(iii) The proposed deponent has custody of documents or electronic data relevant to the 

claims or defenses of any party (this excludes Division of Enforcement or other 
62

Commission officers or personnel who have custody of documents or data that was 

produced by the Division to the respondent).

(f) Witness fees and mileage. Witnesses summoned before the Commission shall be paid the same 

fees and mileage that are paid to witnesses in the courts of the United States, and witnesses whose 

depositions are taken and the persons taking the same shall severally be entitled to the same fees as 

are paid for like services in the courts of the United States. Witness fees and mileage shall be paid by 

the party at whose instance the witnesses appear. Except for such witness fees and mileage, each 

party is responsible for paying any fees and expenses of the expert witnesses whom that party 

designates under Rule 222(b), for appearance at any deposition or hearing.

Rule 233. Depositions upon oral examination.

(a) Depositions upon written notice. In any proceeding under the 120-day timeframe designated 

pursuant to Rule 360(a)(2), depositions upon written notice may be taken as set forth in this 

paragraph. No other depositions shall be permitted except as provided in paragraph (b) of this rule.

(1) If the proceeding involves a single respondent, the respondent may file written notices to 

depose no more than three persons, and the Division of Enforcement may file written notices to 

depose no more than three persons.

(2) If the proceeding involves multiple respondents, the respondents collectively may file 

joint written notices to depose no more than five persons, and the Division of Enforcement may 

file written notices to depose no more than five persons. The depositions taken under this 

paragraph (a)(2) shall not exceed a total of five depositions for the Division of Enforcement, and 

five depositions for all respondents collectively.

(3) Additional depositions upon motion. Any side may file a motion with the hearing officer 

seeking leave to notice up to two additional depositions beyond those permitted pursuant to 

paragraphs (a)(1) and (2) of this rule.

(i) Procedure.

(A) A motion for additional depositions must be filed no later than 90 days prior to 

the hearing date. Any party opposing the motion may submit an opposition within five 
63

days after service of the motion. No reply shall be permitted. The motion and any 

oppositions each shall not exceed seven pages in length. These limitations exclusively 

govern motions under this rule; notwithstanding Rule 154(a), any points and authorities 

shall be included in the motion or opposition, with no separate statement of points and 

authorities permitted, and none of the requirements in Rule 154(b) or (c) shall apply.

(B) Upon consideration of the motion and any opposing papers, the hearing officer 

will issue an order either granting or denying the motion. The hearing officer shall 

consider the motion on an expedited basis.

(C) The proceeding shall not automatically be stayed pending the determination of 

the motion.

(ii) Grounds and standards for motion. A motion under this paragraph (a)(3) shall not be

granted unless the additional depositions satisfy Rule 232(e) and the moving side 

demonstrates a compelling need for the additional depositions by:

(A) Identifying each of the witnesses whom the moving side plans to depose 

pursuant to paragraph (a)(1) or (2) of this rule as well as the additional witnesses whom 

the side seeks to depose;

(B) Describing the role of each witness and proposed additional witness;

(C) Describing the matters concerning which each witness and proposed additional 

witness is expected to be questioned, and why the deposition of each witness and 

proposed additional witness is necessary for the moving side’s arguments, claims, or 

defenses; and

(D) Showing that the additional deposition(s) requested will not be unreasonably 

cumulative or duplicative.

(iii) If the moving side proposes to take and submit the additional deposition(s) on 

written questions, as provided in Rule 234, the motion shall so state. The motion for

additional depositions shall constitute a motion under Rule 234(a), and the moving party is 
64

required to submit its questions with its motion under this rule. The procedures for such a 

deposition shall be governed by Rule 234.

(4) A deponent’s attendance may be ordered by subpoena issued pursuant to the procedures 

in Rule 232; and

(5) The Commission or hearing officer may rule on a motion that a deposition noticed under 

paragraph (a)(1) or (2) of this rule shall not be taken upon a determination under Rule 232(e). 

The fact that a witness testified during an investigation does not preclude the deposition of that 

witness.

(b) Depositions when witness is unavailable. In addition to depositions permitted under paragraph (a) 

of this rule, the Commission or the hearing officer may grant a party’s request to file a written notice 

of deposition if the requesting party shows that the prospective witness will likely give testimony 

material to the proceeding; that it is likely the prospective witness, who is then within the United 

States, will be unable to attend or testify at the hearing because of age, sickness, infirmity, 

imprisonment, other disability, or absence from the United States, unless it appears that the absence 

of the witness was procured by the party requesting the deposition; and that the taking of a 

deposition will serve the interests of justice.

(c) Service and contents of notice. Notice of any deposition pursuant to this rule shall be made in 

writing and served on each party pursuant to Rule 150. A notice of deposition shall designate by 

name a deposition officer. The deposition officer may be any person authorized to administer oaths 

by the laws of the United States or of the place where the deposition is to be held. A notice of 

deposition also shall state:

(1) The name and address of the witness whose deposition is to be taken;

(2) The time and place of the deposition; provided that a subpoena for a deposition may 

command a person to attend a deposition only as follows:

(i) Within 100 miles of where the person resides, is employed, or regularly transacts 

business in person;
65

(ii) Within the state where the person resides, is employed, or regularly transacts business 

in person, if the person is a party or a party’s officer;

(iii) At such other location that the parties and proposed deponent stipulate; or

(iv) At such other location that the hearing officer or the Commission determines is 

appropriate; and

(3) The manner of recording and preserving the deposition.

(d) Producing documents. In connection with any deposition pursuant to this rule, a party may 

request the issuance of a subpoena duces tecum under Rule 232. The party conducting the 

deposition shall serve upon the deponent any subpoena duces tecum so issued. The materials 

designated for production, as set out in the subpoena, must be listed in the notice of deposition.

(e) Method of recording.

(1) Method stated in the notice. The party who notices the deposition must state in the notice the 

method for recording the testimony. Unless the hearing officer or Commission orders otherwise, 

testimony may be recorded by audio, audiovisual, or stenographic means. The noticing party 

bears the recording costs. Any party may arrange to transcribe a deposition, at that party’s 

expense. Each party shall bear its own costs for obtaining copies of any transcripts or audio or 

audiovisual recordings.

(2) Additional method. With prior notice to the deponent and other parties, any party may 

designate another method for recording the testimony in addition to that specified in the original 

notice. That party bears the expense of the additional record or transcript unless the hearing 

officer or the Commission orders otherwise.

(f) By remote means. The parties may stipulate—or the hearing officer or Commission may on 

motion order—that a deposition be taken by telephone or other remote means. For the purpose of 

this rule, the deposition takes place where the deponent answers the questions.
66

(g) Deposition officer’s duties.

(1) Before the deposition. The deposition officer designated pursuant to paragraph (c) of this rule

must begin the deposition with an on-the-record statement that includes:

(i) The deposition officer’s name and business address;

(ii) The date, time, and place of the deposition;

(iii) The deponent’s name;

(iv) The deposition officer’s administration of the oath or affirmation to the deponent; 

and

(v) The identity of all persons present.

(2) Conducting the deposition; avoiding distortion. If the deposition is recorded nonstenographically, the deposition officer must repeat the items in paragraphs (g)(1)(i) through (iii) 

of this rule at the beginning of each unit of the recording medium. The deponent’s and 

attorneys’ appearance or demeanor must not be distorted through recording techniques.

(3) After the deposition. At the end of a deposition, the deposition officer must state on the 

record that the deposition is complete and must set out any stipulations made by the attorneys 

about custody of the transcript or recording and of the exhibits, or about any other pertinent 

matters.

(h) Order and record of the examination.

(1) Order of examination. The examination and cross-examination of a deponent shall proceed 

as they would at the hearing. After putting the deponent under oath or affirmation, the 

deposition officer must record the testimony by the method designated under paragraph (e) of 

this rule. The testimony must be recorded by the deposition officer personally or by a person 

acting in the presence and under the direction of the deposition officer. The witness being 

deposed may have counsel present during the deposition.

(2) Form of objections stated during the deposition. An objection at the time of the examination—

whether to evidence, to a party’s conduct, to the deposition officer’s qualifications, to the 
67

manner of taking the deposition, or to any other aspect of the deposition—must be noted on 

the record, but the examination shall still proceed and the testimony shall be taken subject to any 

objection. An objection must be stated concisely in a nonargumentative and nonsuggestive 

manner. A person may instruct a deponent not to answer only when necessary to preserve a 

privilege, to enforce a limitation ordered by the hearing officer or the Commission, or to present 

a motion to the hearing officer or the Commission for a limitation on the questioning in the 

deposition.

(i) Waiver of objections.

(1) To the notice. An objection to an error or irregularity in a deposition notice is waived unless 

promptly served in writing on the party giving the notice.

(2) To the deposition officer’s qualification. An objection based on disqualification of the 

deposition officer before whom a deposition is to be taken is waived if not made:

(i) Before the deposition begins; or

(ii) Promptly after the basis for disqualification becomes known or, with reasonable 

diligence, could have been known.

(3) To the taking of the deposition.

(i) Objection to competence, relevance, or materiality. An objection to a deponent’s 

competence—or to the competence, relevance, or materiality of testimony—is not waived 

by a failure to make the objection before or during the deposition, unless the ground for it 

might have been corrected at that time.

(ii) Objection to an error or irregularity. An objection to an error or irregularity at an oral 

examination is waived if:

(A) It relates to the manner of taking the deposition, the form of a question or 

answer, the oath or affirmation, a party’s conduct, or other matters that might have been 

corrected at that time; and

(B) It is not timely made during the deposition.
68

(4) To completing and returning the deposition. An objection to how the deposition officer 

transcribed the testimony—or prepared, signed, certified, sealed, endorsed, sent, or otherwise 

dealt with the deposition—is waived unless a motion to suppress is made promptly after the 

error or irregularity becomes known or, with reasonable diligence, could have been known.

(j) Duration; cross-examination; motion to terminate or limit.

(1) Duration. Unless otherwise stipulated or ordered by the hearing officer or the 

Commission, a deposition is limited to one day of seven hours, including cross-examination as 

provided in this subsection. In a deposition conducted by or for a respondent, the Division of 

Enforcement shall be allowed a reasonable amount of time for cross-examination of the 

deponent. In a deposition conducted by the Division, the respondents collectively shall be 

allowed a reasonable amount of time for cross-examination of the deponent. The hearing officer 

or the Commission may allow additional time if needed to fairly examine the deponent or if the 

deponent, another person, or any other circumstance impedes or delays the examination.

(2) Motion to terminate or limit.

(i) Grounds. At any time during a deposition, the deponent or a party may move to 

terminate or limit it on the ground that it is being conducted in bad faith or in a manner that 

unreasonably annoys, embarrasses, or oppresses the deponent or party. If the objecting 

deponent or party so demands, the deposition must be suspended for the time necessary to 

present the motion to the hearing officer or the Commission.

(ii) Order. Upon a motion under paragraph (j)(2)(i) of this rule, the hearing officer or the 

Commission may order that the deposition be terminated or may limit its scope. If 

terminated, the deposition may be resumed only by order of the hearing officer or the 

Commission.

(k) Review by the witness; changes.

(1) Review; statement of changes. On request by the deponent or a party before the deposition is 

completed, and unless otherwise ordered by the hearing officer or the Commission, the 

deponent must be allowed 14 days after being notified by the deposition officer that the 
69

transcript or recording is available, unless a longer time is agreed to by the parties or permitted 

by the hearing officer, in which:

(i) To review the transcript or recording; and

(ii) If there are changes in form or substance, to sign a statement listing the changes and 

the reasons for making them.

(2) Changes indicated in the deposition officer’s certificate. The deposition officer must note in the 

certificate prescribed by paragraph (l)(1) of this rule whether a review was requested and, if so, 

must attach any changes the deponent makes during the 14-day period.

(l) Certification and delivery; exhibits; copies of the transcript or recording.

(1) Certification and delivery. The deposition officer must certify in writing that the witness was 

duly sworn and that the deposition accurately records the witness’s testimony. The certificate 

must accompany the record of the deposition. Unless the hearing officer orders otherwise, the 

deposition officer must seal the deposition in an envelope or package bearing the title of the 

action and marked “Deposition of [witness’s name]” and must promptly send it to the attorney 

or party who arranged for the transcript or recording. The attorney or party must store it under 

conditions that will protect it against loss, destruction, tampering, or deterioration.

(2) Documents and tangible things.

(i) Originals and copies. Documents and tangible things produced for inspection during a 

deposition must, on a party’s request, be marked for identification and attached to the 

deposition. Any party may inspect and copy them. But if the person who produced them 

wants to keep the originals, the person may:

(A) Offer copies to be marked, attached to the deposition, and then used as 

originals—after giving all parties a fair opportunity to verify the copies by comparing 

them with the originals; or

(B) Give all parties a fair opportunity to inspect and copy the originals after they are 

marked—in which event the originals may be used as if attached to the deposition.
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(ii) Order regarding the originals. Any party may move for an order that the originals be 

attached to the deposition pending final disposition of the case.

(3) Copies of the transcript or recording. Unless otherwise stipulated or ordered by the hearing 

officer or Commission, the deposition officer must retain the stenographic notes of a deposition 

taken stenographically or a copy of the recording of a deposition taken by another method. 

When paid reasonable charges, the deposition officer must furnish a copy of the transcript or 

recording to any party or the deponent, as directed by the party or person paying such charges.

(m) Presentation of objections or disputes. Any party seeking relief with respect to disputes over the 

conduct of a deposition may file a motion with the hearing officer to obtain relief as permitted by 

the Rules of Practice.

Rule 234. Depositions upon written questions.

(a) Availability. Any deposition permitted under Rule 233 may be taken and submitted on written 

questions upon motion of any party, for good cause shown, or as stipulated by the parties.

(b) Procedure. Written questions shall be filed with the motion. Within 10 days after service of the 

motion and written questions, any party may file objections to such written questions and any party 

may file cross-questions. When a deposition is taken pursuant to this rule no persons other than the 

witness, counsel to the witness, the deposition officer, and, if the deposition officer does not act as 

reporter, a reporter, shall be present at the examination of the witness. No party shall be present or 

represented unless otherwise permitted by order. The deposition officer shall propound the 

questions and cross-questions to the witness in the order submitted.

(c) Additional requirements. The order for deposition, filing of the deposition, form of the 

deposition and use of the deposition in the record shall be governed by paragraphs (c) through (l) of 

Rule 233, except that no cross-examination shall be made.

Rule 235. Introducing prior sworn statements or declarations.

(a) At a hearing, any person wishing to introduce a prior, sworn deposition taken pursuant to 

Rule 233 or Rule 234, investigative testimony, or other sworn statement or a declaration pursuant to 

28 U.S.C. 1746, of a witness, not a party, otherwise admissible in the proceeding, may make a 
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motion setting forth the reasons therefor. If only part of a statement or declaration is offered in 

evidence, the hearing officer may require that all relevant portions of the statement or declaration be 

introduced. If all of a statement or declaration is offered in evidence, the hearing officer may require 

that portions not relevant to the proceeding be excluded. A motion to introduce a prior sworn 

statement or declaration may be granted if:

(1) The witness is dead; 

(2) The witness is out of the United States, unless it appears that the absence of the witness 

was procured by the party offering the prior sworn statement or declaration;

(3) The witness is unable to attend or testify because of age, sickness, infirmity, 

imprisonment or other disability;

(4) The party offering the prior sworn statement or declaration has been unable to procure 

the attendance of the witness by subpoena; or

(5) In the discretion of the Commission or the hearing officer, it would be desirable, in the 

interests of justice, to allow the prior sworn statement or declaration to be used. In making this 

determination, due regard shall be given to the presumption that witnesses will testify orally in 

an open hearing. If the parties have stipulated to accept a prior sworn statement or declaration in 

lieu of live testimony, consideration shall also be given to the convenience of the parties in 

avoiding unnecessary expense.

(b) Sworn statement or declaration of party or agent. An adverse party may use for any purpose a 

deposition taken pursuant to Rule 233 or Rule 234, investigative testimony, or other sworn 

statement or a declaration pursuant to 28 U.S.C. 1746, of a party or anyone who, when giving the 

sworn statement or declaration, was the party’s officer, director, or managing agent.

Rule 240. Settlement.

(a) Availability. Any person who is notified that a proceeding may or will be instituted against him 

or her, or any party to a proceeding already instituted, may, at any time, propose in writing an offer 

of settlement.
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(b) Procedure. An offer of settlement shall state that it is made pursuant to this rule; shall recite or 

incorporate as a part of the offer the provisions of paragraphs (c) (4) and (5) of this rule; shall be 

signed by the person making the offer, not by counsel; and shall be submitted to the interested 

division.

(c) Consideration of offers of settlement.

(1) Offers of settlement shall be considered by the interested division when time, the nature 

of the proceedings, and the public interest permit.

(2) Where a hearing officer is assigned to a proceeding, the interested division and the party 

submitting the offer may request that the hearing officer express his or her views regarding the 

appropriateness of the offer of settlement. A request for the hearing officer to express his or her 

views on an offer of settlement or otherwise to participate in a settlement conference constitutes 

a waiver by the persons making the request of any right to claim bias or prejudgment by the 

hearing officer based on the views expressed.

(3) The interested division shall present the offer of settlement to the Commission with its 

recommendation, except that, if the division’s recommendation is unfavorable, the offer shall 

not be presented to the Commission unless the person making the offer so requests.

(4) By submitting an offer of settlement, the person making the offer waives, subject to 

acceptance of the offer: 

(i) All hearings pursuant to the statutory provisions under which the proceeding is to be 

or has been instituted;

(ii) The filing of proposed findings of fact and conclusions of law;

(iii) Proceedings before, and an initial decision by, a hearing officer;

(iv) All post-hearing procedures; and

(v) Judicial review by any court.

(5) By submitting an offer of settlement the person further waives:
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(i) Such provisions of the Rules of Practice or other requirements of law as may be 

construed to prevent any member of the Commission’s staff from participating in the 

preparation of, or advising the Commission as to, any order, opinion, finding of fact, or 

conclusion of law to be entered pursuant to the offer; and

(ii) Any right to claim bias or prejudgment by the Commission based on the 

consideration of or discussions concerning settlement of all or any part of the proceeding.

(6) If the Commission rejects the offer of settlement, the person making the offer shall be 

notified of the Commission’s action and the offer of settlement shall be deemed withdrawn. The 

rejected offer shall not constitute a part of the record in any proceeding against the person 

making the offer, provided, however, that rejection of an offer of settlement does not affect the 

continued validity of waivers pursuant to paragraph (c)(5) of this rule with respect to any 

discussions concerning the rejected offer of settlement.

(7) Final acceptance of any offer of settlement will occur only upon the issuance of findings 

and an order by the Commission.

Rule 250. Dispositive motions.

(a) Motion for a ruling on the pleadings. No later than 14 days after a respondent’s answer has been 

filed, any party may move for a ruling on the pleadings on one or more claims or defenses, asserting 

that, even accepting all of the non-movant’s factual allegations as true and drawing all reasonable 

inferences in the non-movant’s favor, the movant is entitled to a ruling as a matter of law. The 

hearing officer shall promptly grant or deny the motion.

(b) Motion for summary disposition in 30- and 75-day proceedings. In any proceeding under the 30- or 

75-day timeframe designated pursuant to Rule 360(a)(2), after a respondent’s answer has been filed 

and documents have been made available to that respondent for inspection and copying pursuant to 

Rule 230, any party may make a motion for summary disposition on one or more claims or defenses, 

asserting that the undisputed pleaded facts, declarations, affidavits, documentary evidence or facts 

officially noted pursuant to Rule 323 show that there is no genuine issue with regard to any material 

fact and that the movant is entitled to summary disposition as a matter of law. The hearing officer 

shall promptly grant or deny the motion for summary disposition or shall defer decision on the 
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motion. If it appears that a party, for good cause shown, cannot present prior to the hearing facts 

essential to justify opposition to the motion, the hearing officer shall deny or defer the motion.

(c) Motion for summary disposition in 120-day proceedings. In any proceeding under the 120-day 

timeframe designated pursuant to Rule 360(a)(2), after a respondent’s answer has been filed and 

documents have been made available to that respondent for inspection and copying pursuant to 

Rule 230, a party may make a motion for summary disposition on one or more claims or defenses, 

asserting that the undisputed pleaded facts, declarations, affidavits, deposition transcripts, 

documentary evidence or facts officially noted pursuant to Rule 323 show that there is no genuine 

issue with regard to any material fact and that the movant is entitled to summary disposition as a 

matter of law. A motion for summary disposition shall be made only with leave of the hearing 

officer. Leave shall be granted only for good cause shown and if consideration of the motion will 

not delay the scheduled start of the hearing. The hearing officer shall promptly grant or deny the 

motion for summary disposition or shall defer decision on the motion. If it appears that a party, for 

good cause shown, cannot present prior to the hearing facts essential to justify opposition to the 

motion, the hearing officer shall deny or defer the motion.

(d) Motion for a ruling as a matter of law following completion of case in chief. Following the interested 

division’s presentation of its case in chief, any party may make a motion, asserting that the movant is 

entitled to a ruling as a matter of law on one or more claims or defenses.

(e) Length limitation for dispositive motions. Dispositive motions, together with any supporting 

memorandum of points and authorities (exclusive of any declarations, affidavits, deposition 

transcripts or other attachments), shall not exceed 9,800 words. Requests for leave to file motions 

and accompanying documents in excess of 9,800 words are disfavored. A double-spaced motion that 

does not, together with any accompanying memorandum of points and authorities, exceed 35 pages 

in length, inclusive of pleadings incorporated by reference (but excluding any declarations, affidavits, 

deposition transcripts or attachments) in the dispositive motion, is presumptively considered to 

contain no more than 9,800 words. Any motion that exceeds this page limit must include a 

certificate by the attorney, or an unrepresented party, stating that the brief complies with the word 

limit set forth in this paragraph and stating the number of words in the motion. The person 

preparing the certificate may rely on the word count of a word-processing program to prepare the 

document.
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(f) Opposition and reply length limitations and response time. A non-moving party may file an opposition 

to a dispositive motion and the moving party may thereafter file a reply.

(1) Length limitations. Any opposition must comply with the length limitations applicable to 

the movant’s motion as set forth in paragraph (e) of this rule. Any reply must comply with the 

length limitations set forth in Rule 154(c).

(2) Response time.

(i) For motions under paragraphs (a), (b), and (d) of this rule, the response times set 

forth in Rule 154(b) apply to any opposition and reply briefs.

(ii) For motions under paragraph (c) of this rule, any opposition must be filed within 21 

days after service of such a motion, and any reply must be filed within seven days after 

service of any opposition.

RULES REGARDING HEARINGS

Rule 300. Hearings.

Hearings for the purpose of taking evidence shall be held only upon order of the Commission. 

All hearings shall be conducted in a fair, impartial, expeditious and orderly manner.

Rule 301. Hearings to be public.

All hearings, except hearings on applications for confidential treatment filed pursuant to Rule 

190, hearings held to consider a motion for a protective order pursuant to Rule 322, and hearings on 

ex parte application for a temporary cease-and-desist order, shall be public unless otherwise ordered 

by the Commission on its own motion or the motion of a party. No hearing shall be nonpublic 

where all respondents request that the hearing be made public.

Rule 302. Record of hearings.

(a) Recordation. Unless ordered otherwise by the hearing officer or the Commission, all hearings 

shall be recorded and a written transcript thereof shall be prepared.
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(b) Availability of a transcript. Transcripts of public hearings shall be available for purchase at 

prescribed rates. Transcripts of nonpublic proceedings, and transcripts subject to a protective order 

pursuant to Rule 322, shall be available for purchase only by parties; provided, however, that any 

person compelled to submit data or evidence in a hearing may purchase a copy of his or her own 

testimony.

(c) Transcript correction. Prior to the filing of post-hearing briefs or proposed findings and 

conclusions, or within such earlier time as directed by the Commission or the hearing officer, a party 

or witness may make a motion to correct the transcript. Proposed corrections of the transcript may 

be submitted to the hearing officer by stipulation pursuant to Rule 324, or by motion. Upon notice 

to all parties to the proceeding, the hearing officer may, by order, specify corrections to the 

transcript.

Rule 310. Failure to appear at hearings: Default.

Any person named in an order instituting proceedings as a person against whom findings may be 

made or sanctions imposed who fails to appear at a hearing of which he or she has been duly 

notified may be deemed to be in default pursuant to Rule 155(a). A party may make a motion to set 

aside a default pursuant to Rule 155(b).

Rule 320. Evidence: Admissibility.

(a) Except as otherwise provided in this rule, the Commission or the hearing officer may receive 

relevant evidence and shall exclude all evidence that is irrelevant, immaterial, unduly repetitious, or 

unreliable.

(b) Subject to Rule 235, evidence that constitutes hearsay may be admitted if it is relevant, 

material, and bears satisfactory indicia of reliability so that its use is fair.

Rule 321. Evidence: Objections and offers of proof.

(a) Objections. Objections to the admission or exclusion of evidence must be made on the record 

and shall be in short form, stating the grounds relied upon. Exceptions to any ruling thereon by the 

hearing officer need not be noted at the time of the ruling. Such exceptions will be deemed waived 

on appeal to the Commission, however, unless raised:
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(1) Pursuant to interlocutory review in accordance with Rule 400;

(2) In a proposed finding or conclusion filed pursuant to Rule 340; or

(3) In a petition for Commission review of an initial decision filed in accordance with Rule 

410.

(b) Offers of proof. Whenever evidence is excluded from the record, the party offering such 

evidence may make an offer of proof, which shall be included in the record. Excluded material shall 

be retained pursuant to Rule 350(b).

Rule 322. Evidence: Confidential information, protective orders.

(a) Procedure. In any proceeding as defined in Rule 101(a), a party, any person who is the owner, 

subject or creator of a document subject to subpoena or which may be introduced as evidence, or 

any witness who testifies at a hearing may file a motion requesting a protective order to limit from 

disclosure to other parties or to the public documents or testimony that contain confidential 

information. The motion should include a general summary or extract of the documents without 

revealing confidential details. If the movant seeks a protective order against disclosure to other 

parties as well as the public, copies of the documents shall not be served on other parties. Unless the 

documents are unavailable, the movant shall file for in camera inspection a sealed copy of the 

documents as to which the order is sought.

(b) Basis for issuance. Documents and testimony introduced in a public hearing are presumed to be 

public. A motion for a protective order shall be granted only upon a finding that the harm resulting 

from disclosure would outweigh the benefits of disclosure.

(c) Requests for additional information supporting confidentiality. A movant under paragraph (a) of this 

rule may be required to furnish in writing additional information with respect to the grounds for 

confidentiality. Failure to supply the information so requested within five days from the date of 

receipt by the movant of a notice of the information required shall be deemed a waiver of the 

objection to public disclosure of that portion of the documents to which the additional information 

relates, unless the Commission or the hearing officer shall otherwise order for good cause shown at 

or before the expiration of such five-day period.
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(d) Confidentiality of documents pending decision. Pending a determination of a motion under this rule, 

the documents as to which confidential treatment is sought and any other documents that would 

reveal the confidential information in those documents shall be maintained under seal and shall be 

disclosed only in accordance with orders of the Commission or the hearing officer. Any order issued 

in connection with a motion under this rule shall be public unless the order would disclose 

information as to which a protective order has been granted, in which case that portion of the order 

that would reveal the protected information shall be nonpublic.

Rule 323. Evidence: Official notice.

Official notice may be taken of any material fact which might be judicially noticed by a district 

court of the United States, any matter in the public official records of the Commission, or any 

matter which is peculiarly within the knowledge of the Commission as an expert body. If official 

notice is requested or taken of a material fact not appearing in the evidence in the record, the parties, 

upon timely request, shall be afforded an opportunity to establish the contrary.

Rule 324. Evidence: Stipulations.

The parties may, by stipulation, at any stage of the proceeding agree upon any pertinent facts in 

the proceeding. A stipulation may be received in evidence and, when received, shall be binding on 

the parties to the stipulation.

Rule 325. Evidence: Presentation under oath or affirmation.

A witness at a hearing for the purpose of taking evidence shall testify under oath or affirmation.

Rule 326. Evidence: Presentation, rebuttal and cross-examination.

In any proceeding in which a hearing is required to be conducted on the record after 

opportunity for hearing in accord with 5 U.S.C. 556(a), a party is entitled to present its case or 

defense by oral or documentary evidence, to submit rebuttal evidence, and to conduct such crossexamination as, in the discretion of the Commission or the hearing officer, may be required for a full 

and true disclosure of the facts. The scope and form of evidence, rebuttal evidence, if any, and 

cross-examination, if any, in any other proceeding shall be determined by the Commission or the 

hearing officer in each proceeding.
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Rule 340. Proposed findings, conclusions and supporting briefs.

(a) Opportunity to file. Before an initial decision is issued, each party shall have an opportunity, 

reasonable in light of all the circumstances, to file in writing proposed findings and conclusions 

together with, or as a part of, its brief.

(b) Procedure. Proposed findings of fact must be supported by citations to specific portions of the 

record. If successive filings are directed, the proposed findings and conclusions of the party assigned 

to file first shall be set forth in serially numbered paragraphs, and any counter statement of proposed 

findings and conclusions must, in addition to any other matter, indicate those paragraphs of the 

proposals already filed as to which there is no dispute. A reply brief may be filed by the party 

assigned to file first, or, where simultaneous filings are directed, reply briefs may be filed by each 

party, within the period prescribed therefor by the hearing officer. No further briefs may be filed 

except with leave of the hearing officer.

(c) Time for filing. In any proceeding in which an initial decision is to be issued:

(1) At the end of each hearing, the hearing officer shall, by order, after consultation with the 

parties, prescribe the period within which proposed findings and conclusions and supporting 

briefs are to be filed. The party or parties directed to file first shall make its or their initial filing 

within 30 days of the end of the hearing unless the hearing officer, for good cause shown, 

permits a different period and sets forth in the order the reasons why the different period is 

necessary.

(2) The total period within which all such proposed findings and conclusions and supporting 

briefs and any counter statements of proposed findings and conclusions and reply briefs are to 

be filed shall be no longer than 90 days after the close of the hearing unless the hearing officer, 

for good cause shown, permits a different period and sets forth in an order the reasons why the 

different period is necessary.

Rule 350. Record in proceedings before hearing officer; retention of documents; copies.

(a) Contents of the record. The record shall consist of:

(1) The order instituting proceedings, each notice of hearing and any amendments;
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(2) Each application, motion, submission or other paper, and any amendments, motions, 

objections, and exceptions to or regarding them;

(3) Each stipulation, transcript of testimony and document or other item admitted into 

evidence;

(4) Each written communication accepted by the hearing officer pursuant to Rule 210;

(5) With respect to a request to disqualify a hearing officer or to allow the hearing officer’s 

withdrawal under Rule 112, each affidavit or transcript of testimony taken and the decision made 

in connection with the request;

(6) All motions, briefs and other papers filed on interlocutory appeal;

(7) All proposed findings and conclusions;

(8) Each written order issued by the hearing officer or Commission; and

(9) Any other document or item accepted into the record by the hearing officer.

(b) Retention of documents not admitted. Any document offered into evidence but excluded shall not 

be considered a part of the record. The Secretary shall retain any such document until the later of 

the date upon which a Commission order ending the proceeding becomes final, or the conclusion of 

any judicial review of the Commission’s order.

(c) Substitution of copies. A true copy of a document may be substituted for any document in the 

record or any document retained pursuant to paragraph (b) of this rule.

Rule 351. Transmittal of documents to Secretary; record index; certification.

(a) Transmittal from hearing officer to Secretary of partial record index. The hearing officer may, at any 

time, transmit to the Secretary motions, exhibits or any other original documents filed with or 

accepted into evidence by the hearing officer, together with a list of such documents.

(b) Preparation, certification of record index. Promptly after the close of the hearing, the hearing 

officer shall transmit to the Secretary an index of the originals of any motions, exhibits or any other 

documents filed with or accepted into evidence by the hearing officer that have not been previously 
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transmitted to the Secretary, and the Secretary shall prepare a record index. Prior to issuance of an 

initial decision, or if no initial decision is to be prepared, within 30 days of the close of the hearing, 

the Secretary shall transmit the record index to the hearing officer and serve a copy of the record 

index on each party. Any person may file proposed corrections to the record index with the hearing 

officer within 15 days of service of the record index. The hearing officer shall, by order, direct 

whether any corrections to the record index shall be made. The Secretary shall make such 

corrections, if any, and issue a revised record index. If an initial decision is to be issued, the initial 

decision shall include a certification that the record consists of the items set forth in the record index 

or revised record index issued by the Secretary.

(c) Final transmittal of record items to the Secretary. After the close of the hearing, the hearing officer 

shall transmit to the Secretary originals of any motions, exhibits or any other documents filed with, 

or accepted into evidence by, the hearing officer, or any other portions of the record that have not 

already been transmitted to the Secretary. Prior to service of the initial decision by the Secretary, or 

if no initial decision is to be issued, within 60 days of the close of the hearing, the Secretary shall 

inform the hearing officer if any portions of the record are not in the Secretary’s custody.

Rule 360. Initial decision of hearing officer and timing of hearing.

(a)(1) When required. Unless the Commission directs otherwise, the hearing officer shall prepare 

an initial decision in any proceeding in which the Commission directs a hearing officer to preside at 

a hearing, provided, however, that an initial decision may be waived by the parties with the consent 

of the hearing officer pursuant to Rule 202.

(2) Time period for filing initial decision and for hearing.

(i) Initial decision. In the order instituting proceedings, the Commission will specify a time 

period in which the hearing officer’s initial decision must be filed with the Secretary. In the 

Commission’s discretion, after consideration of the nature, complexity, and urgency of the 

subject matter, and with due regard for the public interest and the protection of investors, 

this time period will be either 30, 75, or 120 days. The time period will run from the 

occurrence of the following events:
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(A) The completion of post-hearing briefing in a proceeding where the hearing has 

been completed; or

(B) The completion of briefing on a Rule 250 motion in the event the hearing officer 

has determined that no hearing is necessary; or

(C) The determination by the hearing officer that, pursuant to Rule 155, a party is 

deemed to be in default and no hearing is necessary.

(ii) Hearing. Under the 120-day timeline, the hearing officer shall issue an order 

scheduling the hearing to begin approximately four months (but no more than ten months) 

from the date of service of the order instituting the proceeding. Under the 75-day timeline, 

the hearing officer shall issue an order scheduling the hearing to begin approximately 2-1⁄2 

months (but no more than six months) from the date of service of the order instituting the 

proceeding. Under the 30-day timeline, the hearing officer shall issue an order scheduling the 

hearing to begin approximately one month (but no more than four months) from the date of 

service of the order instituting the proceeding. These deadlines confer no substantive rights 

on respondents. If a stay is granted pursuant to Rule 161(c)(2)(i) or Rule 210(c)(3), the time 

period specified in the order instituting proceedings in which the hearing officer’s initial 

decision must be filed with the Secretary, as well as any other time limits established in 

orders issued by the hearing officer in the proceeding, shall be automatically tolled during 

the period while the stay is in effect.

(3) Certification of extension; motion for extension.

(i) In the event that the hearing officer presiding over the proceeding determines that it 

will not be possible to file the initial decision within the specified period of time, the hearing 

officer may certify to the Commission in writing the need to extend the initial decision 

deadline by up to 30 days for case management purposes. The certification must be issued 

no later than 30 days prior to the expiration of the time specified for the issuance of an initial 

decision and be served on the Commission and all parties in the proceeding. If the 

Commission has not issued an order to the contrary within 14 days after receiving the 

certification, the extension set forth in the hearing officer’s certification shall take effect.
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(ii) Either in addition to a certification of extension, or instead of a certification of 

extension, the Chief Administrative Law Judge may submit a motion to the Commission 

requesting an extension of the time period for filing the initial decision. First, the hearing 

officer presiding over the proceeding must consult with the Chief Administrative Law Judge. 

Following such consultation, the Chief Administrative Law Judge may determine, in his or 

her discretion, to submit a motion to the Commission requesting an extension of the time 

period for filing the initial decision. This motion may request an extension of any length but 

must be filed no later than 15 days prior to the expiration of the time specified in the 

certification of extension, or if there is no certification of extension, 30 days prior to the 

expiration of the time specified in the order instituting proceedings. The motion will be 

served upon all parties in the proceeding, who may file with the Commission statements in 

support of or in opposition to the motion. If the Commission determines that additional 

time is necessary or appropriate in the public interest, the Commission shall issue an order 

extending the time period for filing the initial decision.

(iii) The provisions of this paragraph (a)(3) confer no rights on respondents.

(b) Content. An initial decision shall include findings and conclusions, and the reasons or basis 

therefor, as to all the material issues of fact, law or discretion presented on the record and the 

appropriate order, sanction, relief, or denial thereof. The initial decision shall also state the time 

period, not to exceed 21 days after service of the decision, except for good cause shown, within 

which a petition for review of the initial decision may be filed. The reasons for any extension of time 

shall be stated in the initial decision. The initial decision shall also include a statement that, as 

provided in paragraph (d) of this rule:

(1) The Commission will enter an order of finality as to each party unless a party or an 

aggrieved person entitled to review timely files a petition for review of the initial decision or a 

motion to correct a manifest error of fact in the initial decision with the hearing officer, or the 

Commission determines on its own initiative to review the initial decision; and

(2) If a party or an aggrieved person entitled to review timely files a petition for review or a 

motion to correct a manifest error of fact in the initial decision with the hearing officer, or if the 
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Commission takes action to review as to a party or an aggrieved person entitled to review, the 

initial decision shall not become final as to that party or person.

(c) Filing, service and publication. The Secretary shall promptly serve the initial decision upon the 

parties and shall promptly publish notice of the filing thereof on the SEC website; provided, 

however, that in nonpublic proceedings no notice shall be published unless the Commission 

otherwise directs.

(d) Finality.

(1) If a party or an aggrieved person entitled to review timely files a petition for review or a 

motion to correct a manifest error of fact in the initial decision, or if the Commission on its own 

initiative orders review of a decision with respect to a party or a person aggrieved who would be 

entitled to review, the initial decision shall not become final as to that party or person.

(2) If a party or aggrieved person entitled to review fails to file timely a petition for review or 

a motion to correct a manifest error of fact in the initial decision, and if the Commission does 

not order review of a decision on its own initiative, the Commission will issue an order that the 

decision has become final as to that party. The decision becomes final upon issuance of the 

order. The order of finality shall state the date on which sanctions, if any, take effect. Notice of 

the order shall be published on the SEC Web site.

APPEAL TO THE COMMISSION AND COMMISSION REVIEW

Rule 400. Interlocutory review.

(a) Availability. The Commission may, at any time, on its own motion, direct that any matter be 

submitted to it for review. Petitions by parties for interlocutory review are disfavored, and the

Commission ordinarily will grant a petition to review a hearing officer ruling prior to its 

consideration of an initial decision only in extraordinary circumstances. The Commission may 

decline to consider a ruling certified by a hearing officer pursuant to paragraph (c) of this rule or the 

petition of a party who has been denied certification if it determines that interlocutory review is not 

warranted or appropriate under the circumstances. This rule is the exclusive remedy for review of a 

hearing officer’s ruling prior to Commission consideration of the entire proceeding and is the sole 
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mechanism for appeal of actions delegated pursuant to 17 CFR 200.30-9 and 200.30-10 of this 

chapter.

(b) Expedited consideration. Interlocutory review of a hearing officer’s ruling shall be expedited in 

every way, consistent with the Commission’s other responsibilities.

(c) Certification process. A ruling submitted to the Commission for interlocutory review must be 

certified in writing by the hearing officer and shall specify the material relevant to the ruling 

involved. The hearing officer shall not certify a ruling unless:

(1) His or her ruling would compel testimony of Commission members, officers or 

employees or the production of documentary evidence in their custody; or

(2) Upon application by a party, within five days of the hearing officer’s ruling, the hearing 

officer is of the opinion that:

(i) The ruling involves a controlling question of law as to which there is substantial 

ground for difference of opinion; and

(ii) An immediate review of the order may materially advance the completion of the 

proceeding.

(d) Proceedings not stayed. The filing of an application for review or the grant of review shall not 

stay proceedings before the hearing officer unless he or she, or the Commission, shall so order. The 

Commission will not consider the motion for a stay unless the motion shall have first been made to 

the hearing officer.

Rule 401. Consideration of stays.

(a) Procedure. A request for a stay shall be made by written motion, filed pursuant to Rule 154, 

and served on all parties pursuant to Rule 150. The motion shall state the reasons for the relief 

requested and the facts relied upon, and, if the facts are subject to dispute, the motion shall be 

supported by affidavits or other sworn statements or copies thereof. Portions of the record relevant 

to the relief sought, if available to the movant, shall be filed with the motion. The Commission may 

issue a stay based on such motion or on its own motion.
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(b) Scope of relief. The Commission may grant a stay in whole or in part, and may condition relief 

under this rule upon such terms, or upon the implementation of such procedures, as it deems 

appropriate.

(c) Stay of a Commission order. A motion for a stay of a Commission order may be made by any 

person aggrieved thereby who would be entitled to review in a federal court of appeals. A motion 

seeking to stay the effectiveness of a Commission order pending judicial review may be made to the 

Commission at any time during which the Commission retains jurisdiction over the proceeding.

(d) Stay of an action by a self-regulatory organization.

(1) Availability. A motion for a stay of an action by a self-regulatory organization for which 

the Commission is the appropriate regulatory agency, for which action review may be sought 

pursuant to Rule 420, may be made by any person aggrieved thereby at the time an application 

for review is filed in accordance with Rule 420 or thereafter.

(2) Summary entry. A stay may be entered summarily, without notice and opportunity for 

hearing.

(3) Expedited consideration. Where the action complained of has already taken effect and the 

motion for stay is filed within 10 days of the effectiveness of the action, or where the action 

complained of, will, by its terms, take effect within five days of the filing of the motion for stay, 

the consideration of and decision on the motion for a stay shall be expedited in every way, 

consistent with the Commission’s other responsibilities. Where consideration will be expedited,

persons opposing the motion for a stay may file a statement in opposition within two days of 

service of the motion unless the Commission, by written order, shall specify a different period.

(e) Lifting of stay of action by the Public Company Accounting Oversight Board.

(1) Availability. Any person aggrieved by a stay of action by the Board entered in accordance 

with 15 U.S.C. 7215(e) for which review has been sought pursuant to Rule 440 or which the 

Commission has taken up on its motion pursuant to Rule 441 may make a motion to lift the 

stay. The Commission may, at any time, on its own motion determine whether to lift the 

automatic stay.
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(2) Summary action. The Commission may lift a stay summarily, without notice and 

opportunity for hearing.

(3) Expedited consideration. The Commission may expedite consideration of a motion to lift a 

stay of Board action, consistent with the Commission’s other responsibilities. Where 

consideration is expedited, persons opposing the lifting of the stay may file a statement in 

opposition within two days of service of the motion requesting lifting of the stay unless the 

Commission, by written order, shall specify a different period.

Rule 410. Appeal of initial decisions by hearing officers.

(a) Petition for review; when available. In any proceeding in which an initial decision is made by a 

hearing officer, any party, and any other person who would have been entitled to judicial review of 

the decision entered therein if the Commission itself had made the decision, may file a petition for 

review of the decision with the Commission.

(b) Procedure. The petition for review of an initial decision shall be filed with the Commission 

within such time after service of the initial decision as prescribed by the hearing officer pursuant to 

Rule 360(b) unless a party has filed a motion to correct an initial decision with the hearing officer. If 

such correction has been sought, a party shall have 21 days from the date of the hearing officer’s 

order resolving the motion to correct to file a petition for review. The petition shall set forth a 

statement of the issues presented for review under Rule 411(b). In the event a petition for review is 

filed, any other party to the proceeding may file a cross-petition for review within the original time 

allowed for seeking review or within ten days from the date that the petition for review was filed, 

whichever is later.

(c) Length limitation. Except with leave of the Commission, the petition for review shall not 

exceed three pages in length. Incorporation of pleadings or filings by reference into the petition is 

not permitted. Motions to file petitions in excess of those limitations are disfavored.

(d) Financial disclosure statement requirement. Any person who files a petition for review of an initial 

decision that asserts that person’s inability to pay either disgorgement, interest or a penalty shall file 

with the opening brief a sworn financial disclosure statement containing the information specified in 

Rule 630(b).
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(e) Prerequisite to judicial review. Pursuant to Section 704 of the Administrative Procedure Act, 5 

U.S.C. 704, a petition to the Commission for review of an initial decision is a prerequisite to the 

seeking of judicial review of a final order entered pursuant to such decision.

Rule 411. Commission consideration of initial decisions by hearing officers.

(a) Scope of review. The Commission may affirm, reverse, modify, set aside or remand for further 

proceedings, in whole or in part, an initial decision by a hearing officer and may make any findings 

or conclusions that in its judgment are proper and on the basis of the record.

(b) Standards for granting review pursuant to a petition for review.

(1) Mandatory review. After a petition for review has been filed, the Commission shall review 

any initial decision that:

(i) Denies any request for action pursuant to Section 8(a) or Section 8(c) of the Securities 

Act of 1933, 15 U.S.C. 77h(a), (c), or the first sentence of Section 12(d) of the Exchange Act, 

15 U.S.C. 78l(d);

(ii) Suspends trading in a security pursuant to Section 12(k) of the Exchange Act, 

15 U.S.C. 78l(k); or

(iii) Is in a case of adjudication (as defined in 5 U.S.C. 551) not required to be 

determined on the record after notice and opportunity for hearing (except to the extent there 

is involved a matter described in 5 U.S.C. 554(a)(1) through (6)).

(2) Discretionary review. The Commission may decline to review any other decision. In 

determining whether to grant review, the Commission shall consider whether the petition for 

review makes a reasonable showing that:

(i) A prejudicial error was committed in the conduct of the proceeding; or

(ii) The decision embodies:

(A) A finding or conclusion of material fact that is clearly erroneous; or

(B) A conclusion of law that is erroneous; or
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(C) An exercise of discretion or decision of law or policy that is important and that 

the Commission should review.

(c) Commission review other than pursuant to a petition for review. The Commission may, on its own 

initiative, order review of any initial decision, or any portion of any initial decision, within 21 days 

after the end of the period established for filing a petition for review pursuant to Rule 410(b). A 

party who does not intend to file a petition for review, and who desires the Commission’s 

determination whether to order review on its own initiative to be made in a shorter time, may make 

a motion for an expedited decision, accompanied by a written statement that the party waives its 

right to file a petition for review. The vote of one member of the Commission, conveyed to the 

Secretary, shall be sufficient to bring a matter before the Commission for review.

(d) Limitations on matters reviewed. Review by the Commission of an initial decision shall be limited 

to the issues specified in an opening brief that complies with Rule 450(b), or the issues, if any, 

specified in the briefing schedule order issued pursuant to Rule 450(a). Any exception to an initial 

decision not supported in an opening brief that complies with Rule 450(b) may, at the discretion of 

the Commission, be deemed to have been waived by the petitioner. On notice to all parties, 

however, the Commission may, at any time prior to issuance of its decision, raise and determine any 

other matters that it deems material, with opportunity for oral or written argument thereon by the 

parties.

(e) Summary affirmance.

(1) At any time within 21 days after the filing of a petition for review pursuant to Rule 

410(b), any party may file a motion in accordance with Rule 154 asking that the Commission 

summarily affirm an initial decision. Any party may file an opposition and reply to such motion 

in accordance with Rule 154. Pending determination of the motion for summary affirmance, the 

Commission, in its discretion, may delay issuance of a briefing schedule order pursuant to Rule 

450.

(2) Upon consideration of the motion and any opposition or upon its own initiative, the 

Commission may summarily affirm an initial decision. The Commission may grant summary 

affirmance if it finds that no issue raised in the initial decision warrants consideration by the 

Commission of further oral or written argument. The Commission will decline to grant summary 
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affirmance upon a reasonable showing that a prejudicial error was committed in the conduct of 

the proceeding or that the decision embodies an exercise of discretion or decision of law or 

policy that is important and that the Commission should review.

(f) Failure to obtain a majority. In the event a majority of participating Commissioners do not agree 

to a disposition on the merits, the initial decision shall be of no effect, and an order will be issued in 

accordance with this result.

Rule 420. Appeal of determinations by self-regulatory organizations.

(a) Application for review; when available. An application for review by the Commission may be filed 

by any person who is aggrieved by a determination of a self-regulatory organization with respect to 

any:

(1) Final disciplinary sanction;

(2) Denial or conditioning of membership or participation;

(3) Prohibition or limitation in respect to access to services offered by that self-regulatory 

organization or a member thereof; or

(4) Bar from association as to which a notice is required to be filed with the Commission 

pursuant to Section 19(d)(1) of the Exchange Act, 15 U.S.C. 78s(d)(1).

(b) Procedure. As required by section 19(d)(1) of the Securities Exchange Act of 1934, 15 U.S.C. 

78s(d)(1), an applicant must file an application for review with the Commission within 30 days after 

the notice of the determination is filed with the Commission and received by the aggrieved person 

applying for review. The Commission will not extend this 30-day period, absent a showing of 

extraordinary circumstances. This rule is the exclusive remedy for seeking an extension of the 30-day 

period.

(c) Application. The application shall be filed with the Commission pursuant to Rule 151. The 

applicant shall serve the application on the self-regulatory organization. The application shall identify 

the determination complained of and set forth in summary form a brief statement of the alleged 

errors in the determination and supporting reasons therefor. The application shall state an address 

where the applicant can be served. The application should not exceed two pages in length. If the 
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applicant will be represented by a representative, the application shall be accompanied by the notice 

of appearance required by Rule 102(d). Any exception to a determination not supported in an 

opening brief that complies with Rule 450(b) may, at the discretion of the Commission, be deemed 

to have been waived by the applicant.

(d) Determination not stayed. Filing an application for review with the Commission pursuant to 

paragraph (b) of this rule shall not operate as a stay of the complained of determination made by the 

self-regulatory organization unless the Commission otherwise orders either pursuant to a motion 

filed in accordance with Rule 401 or on its own motion.

(e) Certification of the record; service of the index. Fourteen days after receipt of an application for 

review or a Commission order for review, the self-regulatory organization shall certify and file with 

the Commission one copy of the record upon which the action complained of was taken, and shall 

file with the Commission three copies of an index to such record, and shall serve upon each party 

one copy of the index.

Rule 421. Commission consideration of determinations by self-regulatory organizations.

(a) Commission review other than pursuant to a petition for review. The Commission may, on its own 

initiative, order review of any determination by a self-regulatory organization that could be subject to 

an application for review pursuant to Rule 420(a) within 40 days after notice thereof was filed with 

the Commission pursuant to Section 19(d)(1) of the Exchange Act, 15 U.S.C. 78s(d)(1).

(b) Supplemental briefing. The Commission may at any time prior to issuance of its decision raise or 

consider any matter that it deems material, whether or not raised by the parties. Notice to the parties 

and an opportunity for supplemental briefing with respect to issues not briefed by the parties shall 

be given where the Commission believes that such briefing would significantly aid the decisional 

process.

Rule 430. Appeal of actions made pursuant to delegated authority.

(a) Scope of rule. Any person aggrieved by an action made by authority delegated in 17 CFR 

200.30-1 through 200.30-8 or 17 CFR 200.30-11 through 200.30-18 may seek review of the action 

pursuant to paragraph (b) of this rule.
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(b) Procedure.

(1) Notice of intention to petition for review. A party to an action made pursuant to delegated 

authority, or a person aggrieved by such action, may seek Commission review of the action by 

filing a written notice of intention to petition for review within five days after actual notice of 

the action to that party or aggrieved person, or 15 days after publication of the notice of action 

in the Federal Register, or five days after service of notice of the action on that party or 

aggrieved person pursuant to Rule 141(b), whichever is the earliest.

(2) Petition for review. Within five days after the filing of a notice of intention to petition for 

review pursuant to paragraph (b)(1) of this rule, the person seeking review shall file a petition for 

review containing a clear and concise statement of the issues to be reviewed and the reasons why 

review is appropriate. The petition shall include exceptions to any findings of fact or conclusions 

of law made, together with supporting reasons for such exceptions based on appropriate 

citations to such record as may exist. These reasons may be stated in summary form.

(c) Prerequisite to judicial review. Pursuant to Section 704 of the Administrative Procedure Act, 5 

U.S.C. 704, a petition to the Commission for review of an action made by authority delegated in 17 

CFR 200.30-1 through 200.30-18 of this chapter is a prerequisite to the seeking of judicial review of 

a final order entered pursuant to such an action. Pursuant to 15 U.S.C. 7214(h)(2), any decision by 

the Commission pursuant to 200.30-11 shall not be reviewable under 15 U.S.C. 78y and shall not be 

deemed ‘final agency action’ for purposes of 5 U.S.C. 704.

Rule 431. Commission consideration of actions made pursuant to delegated authority.

(a) Scope of review. The Commission may affirm, reverse, modify, set aside or remand for further 

proceedings, in whole or in part, any action made pursuant to authority delegated in 17 CFR 200.30-

1 through 200.30-18.

(b) Standards for granting review pursuant to a petition for review.

(1) Mandatory review. After a petition for review has been filed, the Commission shall review 

any action that it would be required to review pursuant to Rule 411(b)(1) if the action was made 

as the initial decision of a hearing officer.
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(2) Discretionary review. The Commission may decline to review any other action. In 

determining whether to grant review, the Commission shall consider the factors set forth in Rule 

411(b)(2).

(c) Commission review other than pursuant to a petition for review. The Commission may, on its own 

initiative, order review of any action made pursuant to delegated authority at any time, provided, 

however, that where there are one or more parties to the matter, such review shall not be ordered 

more than ten days after the action. The vote of one member of the Commission, conveyed to the 

Secretary, shall be sufficient to bring a matter before the Commission for review.

(d) Required items in an order for review. In an order granting a petition for review or directing review 

on the Commission’s own initiative, the Commission shall set forth the time within which any party 

or other person may file a statement in support of or in opposition to the action made by delegated 

authority and shall state whether a stay shall be granted, if none is in effect, or shall be continued, if

in effect pursuant to paragraph (e) of this rule.

(e) Automatic stay of delegated action. An action made pursuant to delegated authority shall have 

immediate effect and be deemed the action of the Commission. Upon filing with the Commission of 

a notice of intention to petition for review, or upon notice to the Secretary of the vote of a 

Commissioner that a matter be reviewed, an action made pursuant to delegated authority shall be 

stayed until the Commission orders otherwise, provided, however, there shall be no automatic stay 

of an action:

(1) To grant a stay of action by the Commission or a self-regulatory organization as 

authorized by 17 CFR 200.30-14(g)(5) and (6); or

(2) To commence a subpoena enforcement proceeding as authorized by 17 CFR 200.30-

4(a)(10).

(f) Effectiveness of stay or of Commission decision to modify or reverse a delegated action. As against any 

person who shall have acted in reliance upon any action at a delegated level, any stay or any 

modification or reversal by the Commission of such action shall be effective only from the time 

such person receives actual notice of such stay, modification or reversal.
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Rule 440. Appeal of determinations by the Public Company Accounting Oversight Board.

(a) Application for review; when available. Any person who is aggrieved by a determination of the 

Board with respect to any final disciplinary sanction, including disapproval of a completed 

application for registration of a public accounting firm, may file an application for review.

(b) Procedure. An aggrieved person may file an application for review with the Commission 

pursuant to Rule 151 within 30 days after the notice filed by the Board of its determination with the 

Commission pursuant to 17 CFR 240.19d-4 is received by the aggrieved person applying for review. 

The applicant shall serve the application on the Board at the same time. The application shall 

identify the determination complained of, set forth in summary form a brief statement of alleged 

errors in the determination and supporting reasons therefor, and state an address where the 

applicant can be served. The application should not exceed two pages in length. The notice of 

appearance required by Rule 102(d) shall accompany the application. Any exception to a 

determination not supported in an opening brief that complies with Rule 450(b) may, at the 

discretion of the Commission, be deemed to have been waived by the applicant.

(c) Stay of determination. Filing an application for review with the Commission pursuant to 

paragraph (b) of this rule operates as a stay of the Board’s determination unless the Commission 

otherwise orders either pursuant to a motion filed in accordance with Rule 401(e) or upon its own 

motion.

(d) Certification of the record; service of the index. Within fourteen days after receipt of an application 

for review, the Board shall certify and file with the Commission one copy of the record upon which 

it took the complained-of action. The Board shall file with the Commission three copies of an index 

of such record, and shall serve one copy of the index on each party.

Rule 441. Commission consideration of Board determinations.

(a) Commission review other than pursuant to an application for review. The Commission may, on its own 

initiative, order review of any final disciplinary sanction, including disapproval of a completed 

application for registration of a public accounting firm, imposed by the Board that could be subject 

to an application for review pursuant to Rule 440(a) within 40 days after the Board filed notice 

thereof pursuant to 17 CFR 240.19d-4.
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(b) Supplemental briefing. The Commission may at any time prior to the issuance of its decision 

raise or consider any matter that it deems material, whether or not raised by the parties. The 

Commission will give notice to the parties and an opportunity for supplemental briefing with respect 

to issues not briefed by the parties where the Commission believes that such briefing could 

significantly aid the decisional process.

Rule 450. Briefs filed with the Commission.

(a) Briefing schedule order. Other than review ordered pursuant to Rule 431, if review of a 

determination is mandated by statute, rule, or judicial order or the Commission determines to grant 

review as a matter of discretion, the Commission shall issue a briefing schedule order directing the 

party or parties to file opening briefs and specifying particular issues, if any, as to which briefing 

should be limited or directed. Unless otherwise provided, opening briefs shall be filed within 30 days 

of the date of the briefing schedule order. Opposition briefs shall be filed within 30 days after the 

date opening briefs are due. Reply briefs shall be filed within 14 days after the date opposition briefs 

are due. No briefs in addition to those specified in the briefing schedule order may be filed except 

with leave of the Commission. The briefing schedule order shall be issued:

(1) At the time the Commission orders review on its own initiative pursuant to Rules 411 or 

421, or orders interlocutory review on its own motion pursuant to Rule 400(a); or

(2) Within 21 days, or such longer time as provided by the Commission, after:

(i) The last day permitted for filing a petition for review pursuant to Rule 410(b) or a 

brief in opposition to a petition for review pursuant to Rule 410(d);

(ii) Receipt by the Commission of an index to the record of a determination of a selfregulatory organization filed pursuant to Rule 420(d);

(iii) Receipt by the Commission of an index to the record of a determination by the 

Board filed pursuant to Rule 440(d);

(iv) Receipt by the Commission of the mandate of a court of appeals with respect to a 

judicial remand; or

(v) Certification of a ruling for interlocutory review pursuant to Rule 400(c).
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(b) Contents of briefs. Briefs shall be confined to the particular matters at issue. Each exception to 

the findings or conclusions being reviewed shall be stated succinctly. Exceptions shall be supported 

by citation to the relevant portions of the record, including references to the specific pages relied 

upon, and by concise argument including citation of such statutes, decisions and other authorities as 

may be relevant. If the exception relates to the admission or exclusion of evidence, the substance of 

the evidence admitted or excluded shall be set forth in the brief, or by citation to the record. Reply 

briefs shall be confined to matters in opposition briefs of other parties; except as otherwise 

determined by the Commission in its discretion, any argument raised for the first time in a reply 

brief shall be deemed to have been waived.

(c) Length limitation. Except with leave of the Commission, opening and opposition briefs shall 

not exceed 14,000 words and reply briefs shall not exceed 7,000 words, exclusive of pages 

containing the table of contents, table of authorities, and any addendum that consists solely of 

copies of applicable cases, pertinent legislative provisions or rules, and exhibits. Incorporation of 

pleadings or filings by reference into briefs submitted to the Commission is not permitted. Motions 

to file briefs in excess of these limitations are disfavored.

(d) Certificate of compliance. An opening or opposition brief that does not exceed 30 pages in 

length, exclusive of pages containing the table of contents, table of authorities, and any addendum 

that consists solely of copies of applicable cases, pertinent legislative provisions, or rules and 

exhibits, is presumptively considered to contain no more than 14,000 words. A reply brief that does 

not exceed 15 pages in length, exclusive of pages containing the table of contents, table of 

authorities, and any addendum that consists solely of copies of applicable cases, pertinent legislative 

provisions, or rules and exhibits is presumptively considered to contain no more than 7,000 words. 

Any brief that exceeds these page limits must include a certificate by the party’s representative, or an 

unrepresented party, stating that the brief complies with the requirements set forth in paragraph (c) 

of this rule and stating the number of words in the brief. The person preparing the certificate may 

rely on the word count of the word-processing system used to prepare the brief.

Rule 451. Oral argument before the Commission.

(a) Availability. The Commission, on its own motion or the motion of a party or any other 

aggrieved person entitled to Commission review, may order oral argument with respect to any 
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matter. Motions for oral argument with respect to whether to affirm all or part of an initial decision 

by a hearing officer shall be granted unless exceptional circumstances make oral argument 

impractical or inadvisable. The Commission will consider appeals, motions and other matters 

properly before it on the basis of the papers filed by the parties without oral argument unless the 

Commission determines that the presentation of facts and legal arguments in the briefs and record 

and the decisional process would be significantly aided by oral argument.

(b) Procedure. Requests for oral argument shall be made by separate motion accompanying the 

initial brief on the merits. The Commission shall issue an order as to whether oral argument is to be 

heard, and if so, the time and place therefor. If oral argument is granted, the time fixed for oral 

argument shall be changed only by written order of the Commission, for good cause shown. The

order shall state at whose request the change is made and the reasons for any such changes. No 

visual aids may be used at oral argument unless copies have been provided to the Commission and 

all parties at least five business days before the argument is to be held.

(c) Time allowed. Unless the Commission orders otherwise, not more than one half-hour per side 

will be allowed for oral argument. The Commission may, in its discretion, determine that several 

persons have a common interest, and that the interests represented will be considered a single side 

for purposes of allotting time for oral argument. Time will be divided equally among persons on a 

single side, provided, however, that by mutual agreement they may reallocate their time among 

themselves. A request for additional time must be made by motion filed reasonably in advance of 

the date fixed for argument.

(d) Participation of Commissioners. A member of the Commission who was not present at the oral 

argument may participate in the decision of the proceeding, provided that the member has reviewed 

the transcript of such argument prior to such participation. The decision shall state whether the 

required review was made.

Rule 452. Additional evidence.

Upon its own motion or the motion of a party, the Commission may allow the submission of 

additional evidence. A party may file a motion for leave to adduce additional evidence at any time 

prior to issuance of a decision by the Commission. Such motion shall show with particularity that 

such additional evidence is material and that there were reasonable grounds for failure to adduce 
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such evidence previously. The Commission may accept or hear additional evidence, may remand the 

proceeding to a self-regulatory organization, or may remand or refer the proceeding to a hearing 

officer for the taking of additional evidence, as appropriate.

Rule 460. Record before the Commission.

The Commission shall determine each matter on the basis of the record.

(a) Contents of the record.

(1) In proceedings for final decision before the Commission other than those reviewing a 

determination by a self-regulatory organization, the record shall consist of:

(i) All items part of the record below in accordance with Rule 350;

(ii) Any petitions for review, cross-petitions or oppositions; and

(iii) All briefs, motions, submissions and other papers filed on appeal or review.

(2) In a proceeding for final decision before the Commission reviewing a determination by a 

self-regulatory organization, the record shall consist of:

(i) The record certified pursuant to Rule 420(d) by the self-regulatory organization;

(ii) Any application for review; and

(iii) Any submissions, moving papers, and briefs filed on appeal or review.

(3) In a proceeding for final decision before the Commission reviewing a determination of 

the Board, the record shall consist of:

(i) The record certified pursuant to Rule 440(d) by the Board;

(ii) Any application for review; and

(iii) Any submissions, moving papers, and briefs filed on appeal or review.

(b) Transmittal of record to Commission. Within 14 days after the last date set for filing briefs or such 

later date as the Commission directs, the Secretary shall transmit the record to the Commission.
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(c) Review of documents not admitted. Any document offered in evidence but excluded by the hearing 

officer or the Commission and any document marked for identification but not offered as an exhibit 

shall not be considered a part of the record before the Commission on appeal but shall be 

transmitted to the Commission by the Secretary if so requested by the Commission. In the event 

that the Commission does not request the document, the Secretary shall retain the document not 

admitted into the record until the later of:

(1) The date upon which the Commission’s order becomes final, or

(2) The conclusion of any judicial review of that order.

Rule 470. Reconsideration.

(a) Scope of rule. A party or any person aggrieved by a determination in a proceeding may file a 

motion for reconsideration of a final order issued by the Commission.

(b) Procedure. A motion for reconsideration shall be filed within 10 days after service of the order 

complained of, or within such time as the Commission may prescribe upon motion for extension of 

time filed by the person seeking reconsideration, if the motion is made within the foregoing 10-day 

period. The motion for reconsideration shall briefly and specifically state the matters of record 

alleged to have been erroneously decided, the grounds relied upon, and the relief sought. A motion 

for reconsideration shall conform to the requirements, including the limitation on the numbers of 

words, provided in Rule 154. No response to a motion for reconsideration shall be filed unless 

requested by the Commission. Any response so requested shall comply with Rule 154.

Rule 490. Receipt of petitions for judicial review pursuant to 28 U.S.C. 2112(a)(1).

The Commission officer and office designated pursuant to 28 U.S.C. 2112(a)(1) to receive copies 

of petitions for review of Commission orders from the persons instituting review in a court of 

appeals, are the Secretary and the Office of the Secretary at the Commission’s Headquarters. Ten 

copies of each petition shall be submitted. Each copy shall state on its face that it is being submitted 

to the Commission pursuant to 28 U.S.C. 2112 by the person or persons who filed the petition in 

the court of appeals.
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RULES RELATING TO TEMPORARY ORDERS AND SUSPENSIONS

Rule 500. Expedited consideration of proceedings.

Consistent with the Commission’s or the hearing officer’s other responsibilities, every hearing 

shall be held and every decision shall be rendered at the earliest possible time in connection with:

(a) An application for a temporary sanction, as defined in Rule 101(a), or a proceeding to 

determine whether a temporary sanction should be made permanent;

(b) A motion or application to review an order suspending temporarily the effectiveness of an 

exemption from registration pursuant to Regulations A, B, E or F under the Securities Act, 17 CFR 

230.258, 230.336, 230.610 or 230.656; or,

(c) A motion to or petition to review an order suspending temporarily the privilege of appearing 

before the Commission under Rule 102(e)(3), or a sanction under Rule 180(a)(1).

Rule 510. Temporary cease-and-desist orders: Application process.

(a) Procedure. A request for entry of a temporary cease-and-desist order shall be made by 

application filed by the Division of Enforcement. The application shall set forth the statutory 

provision or rule that each respondent is alleged to have violated; the temporary relief sought against 

each respondent, including whether the respondent would be required to take action to prevent the 

dissipation or conversion of assets; and whether the relief is sought ex parte.

(b) Accompanying documents. The application shall be accompanied by a declaration of facts signed 

by a person with knowledge of the facts contained therein, a memorandum of points and 

authorities, a proposed order imposing the temporary relief sought, and, unless relief is sought ex 

parte, a proposed notice of hearing and order to show cause whether the temporary relief should be 

imposed. If a proceeding for a permanent cease-and-desist order has not already been commenced, a 

proposed order instituting proceedings to determine whether a permanent cease-and-desist order 

should be imposed shall also be filed with the application.

(c) With whom filed. The application shall be filed with the Secretary or, if the Secretary is 

unavailable, with the duty officer. In no event shall an application be filed with an administrative law 

judge.
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(d) Record of proceedings. Hearings, including ex parte presentations made by the Division of 

Enforcement pursuant to Rule 513, shall be recorded or transcribed pursuant to Rule 302.

Rule 511. Temporary cease-and-desist orders: Notice; procedures for hearing.

(a) Notice: how given. Notice of an application for a temporary cease-and-desist order shall be 

made by serving a notice of hearing and order to show cause pursuant to Rule 141(b) or, where 

timely service of a notice of hearing pursuant to Rule 141(b) is not practicable, by any other means 

reasonably calculated to give actual notice that a hearing will be held, including telephonic 

notification of the general subject matter, time, and place of the hearing. If an application is made ex 

parte, pursuant to Rule 513, no notice to a respondent need be given prior to the Commission’s 

consideration of the application.

(b) Hearing before the Commission. Except as provided in paragraph (d) of this rule, hearings on an 

application for a temporary cease-and-desist order shall be held before the Commission.

(c) Presiding officer: designation. The Chairman shall preside or designate a Commissioner to preside 

at the hearing. If the Chairman is absent or unavailable at the time of hearing and no other 

Commissioner has been designated to preside, the duty officer on the day the hearing begins shall 

preside or designate another Commissioner to preside.

(d) Procedure at hearing.

(1) The presiding officer shall have all those powers of a hearing officer set forth in Rule 111 

and shall rule on the admissibility of evidence and other procedural matters, including, but not 

limited to whether oral testimony will be heard; the time allowed each party for the submission 

of evidence or argument; and whether post-hearing submission of briefs, proposed findings of 

fact and conclusions of law will be permitted and if so, the procedures for submission; provided, 

however, that the person presiding may consult with other Commissioners participating in the 

hearing on these or any other question of procedure.

(2) Each Commissioner present at the hearing shall be afforded a reasonable opportunity to 

ask questions of witnesses, if any, or of counsel.
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(3) A party or witness may participate by telephone. Alternative means of remote access, 

including a video link, shall be permitted in the Commission’s discretion. Factors the 

Commission may consider in determining whether to permit alternative means of remote access 

include, but are not limited to, whether allowing an alternative means of access will delay the 

hearing, whether the alternative means is reliable, and whether the party proposing its use has 

made arrangements to pay for its cost.

(4) After a hearing has begun, the Commission may, on its own motion, or the motion of a 

party, assign a hearing officer to preside at the taking of oral testimony or other evidence and to 

certify the record of such testimony or other evidence to the Commission within a fixed period 

of time. No recommended or initial decision shall be made by such a hearing officer.

Rule 512. Temporary cease-and-desist orders: Issuance after notice and opportunity for 

hearing.

(a) Basis for issuance. A temporary cease-and-desist order shall be issued only if the Commission 

determines that the alleged violation or threatened violation specified in an order instituting 

proceedings whether to enter a permanent cease-and-desist order pursuant to Securities Act Section 

8A(a), 15 U.S.C. 77h-1(a), Exchange Act Section 21C(a), 15 U.S.C. 78u-3(a), Investment Company 

Act Section 9(f)(1), 15 U.S.C. 80a-9(f)(1), or Investment Advisers Act Section 203(k)(1), 15 U.S.C. 

80b-3(k)(1), or the continuation thereof, is likely to result in significant dissipation or conversion of 

assets, significant harm to investors, or substantial harm to the public interest, including, but not 

limited to, losses to the Securities Investor Protection Corporation, prior to the completion of 

proceedings on the permanent cease-and-desist order.

(b) Content, scope and form of order. Every temporary cease-and-desist order granted shall:

(1) Describe the basis for its issuance, including the alleged or threatened violations and the 

harm that is likely to result without the issuance of an order;

(2) Describe in reasonable detail, and not by reference to the order instituting proceedings or 

any other document, the act or acts the respondent is to take or refrain from taking; and

(3) Be indorsed with the date and hour of issuance.
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(c) Effective upon service. A temporary cease-and-desist order is effective upon service upon the 

respondent.

(d) Service: how made. Service of a temporary cease-and-desist order shall be made pursuant to 

Rule 141(a). The person who serves the order shall promptly file a declaration of service identifying 

the person served, the method of service, the date of service, the address to which service was made 

and the person who made service; provided, however, failure to file such a declaration shall have no 

effect on the validity of the service.

(e) Commission review. At any time after the respondent has been served with a temporary ceaseand-desist order, the respondent may apply to the Commission to have the order set aside, limited 

or suspended. The application shall set forth with specificity the facts that support the request.

Rule 513. Temporary cease-and-desist orders: Issuance without prior notice and 

opportunity for hearing.

In addition to the requirements for issuance of a temporary cease-and-desist order set forth in 

Rule 512, the following requirements shall apply if a temporary cease-and-desist order is to be 

entered without prior notice and opportunity for hearing:

(a) Basis for issuance without prior notice and opportunity for hearing. A temporary cease-and-desist order 

may be issued without notice and opportunity for hearing only if the Commission determines, from 

specific facts in the record of the proceeding, that notice and hearing prior to entry of an order 

would be impracticable or contrary to the public interest.

(b) Content of the order. An ex parte temporary cease-and-desist order shall state specifically why 

notice and hearing would have been impracticable or contrary to the public interest.

(c) Hearing before the Commission. If a respondent has been served with a temporary cease-anddesist order entered without a prior Commission hearing, the respondent may apply to the 

Commission to have the order set aside, limited, or suspended, and if the application is made within 

10 days after the date on which the order was served, may request a hearing on such application. 

The Commission shall hold a hearing and render a decision on the respondent’s application at the 

earliest possible time. The hearing shall begin within two days of the filing of the application unless 

the applicant consents to a longer period or the Commission, by order, for good cause shown, sets a 
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later date. The Commission shall render a decision on the application within five calendar days of its 

filing, provided, however, that the Commission, by order, for good cause shown, may extend the 

time within which a decision may be rendered for a single period of five calendar days, or such 

longer time as consented to by the applicant. If the Commission does not render its decision within 

10 days of the respondent’s application or such longer time as consented to by the applicant, the 

temporary order shall be suspended until a decision is rendered.

(d) Presiding officer, procedure at hearing. Procedures with respect to the selection of a presiding 

officer and the conduct of the hearing shall be in accordance with Rule 511.

Rule 514. Temporary cease-and-desist orders: Judicial review; duration.

(a) Availability of judicial review. Judicial review of a temporary cease-and-desist order shall be 

available as provided in Section 8A(d)(2) of the Securities Act, 15 U.S.C. 77h-1(d)(2), Section 

21C(d)(2) of the Exchange Act, 15 U.S.C. 78u-3(d)(2), Section 9(f)(4)(B) of the Investment 

Company Act, 15 U.S.C. 80a-9(f)(4)(B), or Section 203(k)(4)(B) of the Investment Advisers Act, 

15 U.S.C. 80b-3(k)(4)(B).

(b) Duration. Unless set aside, limited, or suspended, either by order of the Commission, a court 

of competent jurisdiction, or a hearing officer acting pursuant to Rule 531, or by operation of Rule 

513, a temporary cease-and-desist order shall remain effective and enforceable until the earlier of:

(1) The completion of the proceedings whether a permanent order shall be entered; or

(2) 180 days, or such longer time as consented to by the respondent, after issuance of a 

briefing schedule order pursuant to Rule 540(b), if an initial decision whether a permanent order 

should be entered is appealed.

Rule 520. Suspension of registration of brokers, dealers, or other Exchange Act-registered 

entities: Application.

(a) Procedure. A request for suspension of a registered broker, dealer, municipal securities dealer, 

government securities broker, government securities dealer, or transfer agent pending a final 

determination whether the registration shall be revoked shall be made by application filed by the 
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Division of Enforcement. The application shall set forth the statutory provision or rule that each 

respondent is alleged to have violated and the temporary suspension sought as to each respondent.

(b) Accompanying documents. The application shall be accompanied by a declaration of facts signed 

by a person with knowledge of the facts contained therein, a memorandum of points and 

authorities, a proposed order imposing the temporary suspension of registration sought, and a 

proposed notice of hearing and order to show cause whether the temporary suspension of 

registration should be imposed. If a proceeding to determine whether to revoke the registration 

permanently has not already been commenced, a proposed order instituting proceedings to 

determine whether a permanent sanction should be imposed shall also be filed with the application.

(c) With whom filed. The application shall be filed with the Secretary or, if the Secretary is 

unavailable, with the duty officer. In no event shall an application be filed with an administrative law 

judge.

(d) Record of hearings. All hearings shall be recorded or transcribed pursuant to Rule 302.

Rule 521. Suspension of registration of brokers, dealers, or other Exchange Act-registered 

entities: Notice and opportunity for hearing on application.

(a) How given. Notice of an application to suspend a registration pursuant to Rule 520 shall be 

made by serving a notice of hearing and order to show cause pursuant to Rule 141(b) or, where 

timely service of a notice of hearing pursuant to Rule 141(b) is not practicable, by any other means 

reasonably calculated to give actual notice that a hearing will be held, including telephonic 

notification of the general subject matter, time, and place of the hearing.

(b) Hearing: before whom held. Except as provided in paragraph (d) of this rule, hearings on an 

application to suspend a registration pursuant to Rule 520 shall be held before the Commission.

(c) Presiding officer: designation. The Chairman shall preside or designate a Commissioner to preside 

at the hearing. If the Chairman is absent or unavailable at the time of hearing and no other 

Commissioner has been designated to preside, the duty officer on the day the hearing begins shall 

preside or designate another Commissioner to preside.
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(d) Procedure at hearing.

(1) The presiding officer shall have all those powers of a hearing officer set forth in Rule 111 

and shall rule on the admissibility of evidence and other procedural matters, including, but not 

limited to whether oral testimony will be heard; the time allowed each party for the submission 

of evidence or argument; and whether post-hearing submission of briefs, proposed findings of 

fact and conclusions of law will be permitted and if so, the procedures for submission; provided, 

however, that the person presiding may consult with other Commissioners participating in the 

hearing on these or any other question of procedure.

(2) Each Commissioner present at the hearing shall be afforded a reasonable opportunity to 

ask questions of witnesses, if any, or counsel.

(3) A party or witness may participate by telephone. Alternative means of remote access, 

including a video link, shall be permitted in the Commission’s discretion. Factors the 

Commission may consider in determining whether to permit alternative means of remote access 

include, but are not limited to, whether allowing an alternative means of access will delay the 

hearing, whether the alternative means is reliable, and whether the party proposing its use has 

made arrangements to pay for its cost.

(4) After a hearing has begun, the Commission may, on its own motion or the motion of a 

party, assign a hearing officer to preside at the taking of oral testimony or other evidence and to 

certify the record of such testimony or other evidence to the Commission within a fixed period 

of time. No recommended or initial decision shall be made.

Rule 522. Suspension of registration of brokers, dealers, or other Exchange Act-registered 

entities: Issuance and review of order.

(a) Basis for issuance. An order suspending a registration, pending final determination as to 

whether the registration shall be revoked shall be issued only if the Commission finds that the 

suspension is necessary or appropriate in the public interest or for the protection of investors.

(b) Content, scope and form of order. Each order suspending a registration shall:
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(1) Describe the basis for its issuance, including the alleged or threatened violations and the 

harm that is likely to result without the issuance of an order;

(2) Describe in reasonable detail, and not by reference to the order instituting proceedings or 

any other document, the act or acts the respondent is to take or refrain from taking; and

(3) Be indorsed with the date and hour of issuance.

(c) Effective upon service. An order suspending a registration is effective upon service upon the 

respondent.

(d) Service: how made. Service of an order suspending a registration shall be made pursuant to Rule 

141(a). The person who serves the order shall promptly file a declaration of service identifying the 

person served, the method of service, the date of service, the address to which service was made and 

the person who made service; provided, however, failure to file such a declaration shall have no 

effect on the validity of the service.

(e) Commission review. At any time after the respondent has been served with an order suspending 

a registration, the respondent may apply to the Commission or the hearing officer to have the order 

set aside, limited, or suspended. The application shall set forth with specificity the facts that support 

the request.

Rule 524. Suspension of registrations: Duration.

Unless set aside, limited or suspended by order of the Commission, a court of competent 

jurisdiction, or a hearing officer acting pursuant to Rule 531, an order suspending a registration shall 

remain effective and enforceable until the earlier of:

(a) The completion of the proceedings whether the registration shall be permanently revoked; or

(b) 180 days, or such longer time as consented to by the respondent, after issuance of a briefing 

schedule order pursuant to Rule 540(b), if an initial decision whether the registration shall be 

permanently revoked is appealed.
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Rule 530. Initial decision on permanent order: Timing for submitting proposed findings 

and preparation of decision.

Unless otherwise ordered by the Commission or hearing officer, if a temporary cease-and-desist 

order or suspension of registration order is in effect, the following time limits shall apply to 

preparation of an initial decision as to whether such order should be made permanent:

(a) Proposed findings and conclusions and briefs in support thereof shall be filed 30 days after 

the close of the hearing;

(b) The record in the proceedings shall be served by the Secretary upon the hearing officer three 

days after the date for the filing of the last brief called for by the hearing officer; and

(c) The initial decision shall be filed with the Secretary at the earliest possible time, but in no 

event more than 30 days after service of the record, unless the hearing officer, by order, shall extend 

the time for good cause shown for a period not to exceed 30 days.

Rule 531. Initial decision on permanent order: Effect on temporary order.

(a) Specification of permanent sanction. If, at the time an initial decision is issued, a temporary sanction 

is in effect as to any respondent, the initial decision shall specify:

(1) Which terms or conditions of a temporary cease-and-desist order, if any, shall become 

permanent; and

(2) Whether a temporary suspension of a respondent’s registration, if any, shall be made a 

permanent revocation of registration.

(b) Modification of temporary order. If any temporary sanction shall not become permanent under the 

terms of the initial decision, the hearing officer shall issue a separate order setting aside, limiting or 

suspending the temporary sanction then in effect in accordance with the terms of the initial decision. 

The hearing officer shall decline to suspend a term or condition of a temporary cease-and-desist 

order if it is found that the continued effectiveness of such term or condition is necessary to 

effectuate any term of the relief ordered in the initial decision, including the payment of 

disgorgement, interest or penalties. An order modifying temporary sanctions shall be effective 14 
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days after service. Within one week of service of the order modifying temporary sanctions any party 

may seek a stay or modification of the order from the Commission pursuant to Rule 401.

Rule 540. Appeal and Commission review of initial decision making a temporary order 

permanent.

(a) Petition for review. Any person who seeks Commission review of an initial decision as to 

whether a temporary sanction shall be made permanent shall file a petition for review pursuant to 

Rule 410, provided, however, that the petition must be filed within 10 days after service of the initial 

decision.

(b) Review procedure. If the Commission determines to grant or order review, it shall issue a 

briefing schedule order pursuant to Rule 450. Unless otherwise ordered by the Commission, 

opening briefs shall be filed within 21 days of the order granting or ordering review, and opposition 

briefs shall be filed within 14 days after opening briefs are filed. Reply briefs shall be filed within 

seven days after opposition briefs are filed. Oral argument, if granted by the Commission, shall be 

held within 90 days of the issuance of the briefing schedule order.

Rule 550. Summary suspensions pursuant to Exchange Act Section 12(k)(1)(A).

(a) Petition for termination of suspension. Any person adversely affected by a suspension pursuant to 

Section 12(k)(1)(A) of the Exchange Act, 15 U.S.C. 78l(k)(1)(A), who desires to show that such 

suspension is not necessary in the public interest or for the protection of investors may file a sworn 

petition with the Secretary, requesting that the suspension be terminated. The petition shall set forth 

the reasons why the petitioner believes that the suspension of trading should not continue and state 

with particularity the facts upon which the petitioner relies.

(b) Commission consideration of a petition. The Commission, in its discretion, may schedule a hearing 

on the matter, request additional written submissions, or decide the matter on the facts presented in 

the petition and any other relevant facts known to the Commission. If the petitioner fails to 

cooperate with, obstructs, or refuses to permit the making of an examination by the Commission, 

such conduct shall be grounds to deny the petition.
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RULES REGARDING DISGORGEMENT AND PENALTY PAYMENTS

Rule 600. Interest on sums disgorged.

(a) Interest required. Prejudgment interest shall be due on any sum required to be paid pursuant to 

an order of disgorgement. The disgorgement order shall specify each violation that forms the basis 

for the disgorgement ordered; the date which, for purposes of calculating disgorgement, each such 

violation was deemed to have occurred; the amount to be disgorged for each such violation; and the 

total sum to be disgorged. Prejudgment interest shall be due from the first day of the month 

following each such violation through the last day of the month preceding the month in which 

payment of disgorgement is made. The order shall state the amount of prejudgment interest owed as 

of the date of the disgorgement order and that interest shall continue to accrue on all funds owed 

until they are paid.

(b) Rate of interest. Interest on the sum to be disgorged shall be computed at the underpayment 

rate of interest established under Section 6621(a)(2) of the Internal Revenue Code, 26 U.S.C. 

6621(a)(2), and shall be compounded quarterly. The Commission or the hearing officer may, by 

order, specify a lower rate of prejudgment interest as to any funds which the respondent has placed 

in an escrow or otherwise guaranteed for payment of disgorgement upon a final determination of 

the respondent’s liability. Escrow and other guarantee arrangements must be approved by the 

Commission or the hearing officer prior to entry of the disgorgement order.

Rule 601. Prompt payment of disgorgement, interest and penalties.

(a) Timing of payments. Unless otherwise provided, funds due pursuant to an order by the 

Commission requiring the payment of disgorgement, interest, or penalties shall be paid no later than 

21 days after service of the order, and funds due pursuant to an order by a hearing officer shall be 

paid in accordance with the order of finality issued pursuant to Rule 360(d)(2).

(b) Stays. A stay of any order requiring the payment of disgorgement, interest or penalties may be 

sought at any time pursuant to Rule 401.

(c) Method of making payment. Payment shall be made by United States postal money order, wire 

transfer, certified check, bank cashier’s check, or bank money order made payable to the Securities 

and Exchange Commission. The payment shall be mailed or delivered to the office designated by 
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this Commission. Payment shall be accompanied by a letter that identifies the name and number of 

the case and the name of the respondent making payment. A copy of the letter and the instrument 

of payment shall be sent to counsel for the Division of Enforcement.

Rule 630. Inability to pay disgorgement, interest or penalties.

(a) Generally. In any proceeding in which an order requiring payment of disgorgement, interest or 

penalties may be entered, a respondent may present evidence of an inability to pay disgorgement, 

interest or a penalty. The Commission may, in its discretion, or the hearing officer may, in his or her 

discretion, consider evidence concerning ability to pay in determining whether disgorgement, 

interest or a penalty is in the public interest.

(b) Financial disclosure statement. Any respondent who asserts an inability to pay disgorgement, 

interest or penalties may be required to file a sworn financial disclosure statement and to keep the 

statement current. The financial statement shall show the respondent’s assets, liabilities, income or 

other funds received and expenses or other payments, from the date of the first violation alleged 

against that respondent in the order instituting proceedings, or such later date as specified by the 

Commission or a hearing officer, to the date of the order requiring the disclosure statement to be 

filed. By order, the Commission or the hearing officer may prescribe the use of the Disclosure of 

Assets and Financial Information Form (see Form D-A at § 209.1 of this chapter) or any other form, 

may specify other time periods for which disclosure is required, and may require such other 

information as deemed necessary to evaluate a claim of inability to pay.

(c) Confidentiality. Any respondent submitting financial information pursuant to this rule or Rule 

410(c) may make a motion, pursuant to Rule 322, for the issuance of a protective order against 

disclosure of the information submitted to the public or to any parties other than the Division of 

Enforcement. Prior to a ruling on the motion, no party receiving information as to which a motion 

for a protective order has been made may transfer or convey the information to any other person 

without the prior permission of the Commission or the hearing officer.

(d) Service required. Notwithstanding any provision of Rule 322, a copy of the financial disclosure 

statement shall be served on the Division of Enforcement.
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(e) Failure to file required financial information: sanction. Any respondent who, after making a claim of 

inability to pay either disgorgement, interest or a penalty, fails to file a financial disclosure statement 

when such a filing has been ordered or is required by rule may, in the discretion of the Commission 

or the hearing officer, be deemed to have waived the claim of inability to pay. No sanction pursuant 

to Rule 155 or 180 shall be imposed for a failure to file such a statement.

FORM D-A

17 CFR 209.1 Form D-A: Disclosure of assets and financial information.

(a) Rules 410 and 630 of the Rules of Practice (17 CFR 201.410 and 201.630) provide that under 

certain circumstances a respondent who asserts or intends to assert an inability to pay disgorgement, 

interest or penalties may be required to disclose certain financial information. Unless otherwise 

ordered, this form may be used by individuals required to supply such information.

(b) The respondent filing Form D-A is required promptly to notify the Commission of any 

material change in the answer to any question on this form.

(c) Form D-A may not be withheld from the interested division. A respondent making financial 

information disclosures on this form after the institution of proceedings may make a motion, 

pursuant to Rule 322 of the Commission’s Rules of Practice (17 CFR 201.322), for the issuance of a 

protective order to limit disclosure to the public or parties other than the interested division of the 

information submitted on Form D-A. A request for a protective order allows the requester an 

opportunity to justify the need for confidentiality. The making of a motion for a protective order, 

however, does not guarantee that disclosure will be limited.

(d) No party receiving information for which a motion for a protective order has been made 

may transfer or convey the information to any other person prior to a ruling on the motion without 

the prior permission of the Commission or a hearing officer.

(e) A person making financial information disclosures on Form D-A prior to the institution of 

proceedings, in connection with an offer of settlement or otherwise, may request confidential 

treatment of the information pursuant to the Freedom of Information Act. See the Commission’s 

Freedom of Information Act (“FOIA”) regulations, 17 CFR 200.83. A request for confidential 

treatment allows the requester an opportunity to substantiate the need for confidentiality. No
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determination as to the validity of any request for confidential treatment will be made until a request 

for disclosure of the information under FOIA is received.

FORM D-A

Model Disclosure of Assets and Financial Information Form

Instructions: The Commission’s Rules of Practice provide that under certain circumstances a

respondent who asserts or intends to assert an inability to pay disgorgement, interest or penalties

may be required to disclose certain financial information. See Rules 410 and 630. Unless otherwise 

ordered, this form may be used by individuals required to supply such information. Partnerships, 

corporations or other entities should submit a financial statement, including an income statement, 

balance sheet and federal tax returns for each year from the year of the earliest violation alleged 

against the entity in the order instituting proceedings to the present.

The respondent filing this form is required promptly to notify the Commission of any material

change in the answer to any question on this form.

A respondent making financial information disclosures on this form or in another manner

pursuant to the requirements of Rule 410 or Rule 630 may submit the form with a motion for a

protective order pursuant to Rule 322 of the Commission’s Rules of Practice. Any other person

submitting this form may request that the Commission afford the information submitted

confidential treatment under the Freedom of Information Act under the Commission’s Freedom of 

Information Act (“FOIA”) regulations, see 17 CFR 200.83. A request for confidential treatment 

allows the requester an opportunity to justify the need for confidentiality. A request for confidential 

treatment does not, however, guarantee confidentiality.

Notwithstanding any request for a protective order or for confidential treatment, copies of the

financial disclosure statement shall be served on the interested division and will be included in the 

record of the proceeding. See Rule 630(d). If confidential treatment is sought, notice that a financial 

disclosure statement and request for confidential treatment have been filed shall be served on all 

other parties.
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No party receiving information for which confidential treatment has been requested may 

transfer or convey the information to any person or entity not a party to the proceeding without the 

prior permission of the Commission or a hearing officer.

Rule 900. Informal procedures and supplementary information concerning adjudicatory 

proceedings.

(a) Guidelines for the timely completion of proceedings.

(1) Timely resolution of adjudicatory proceedings is one factor in assessing the effectiveness 

of the adjudicatory program in protecting investors, promoting public confidence in the 

securities markets and assuring respondents a fair hearing. Establishment of guidelines for the 

timely completion of key phases of contested administrative proceedings provides a standard for 

both the Commission and the public to gauge the Commission’s adjudicatory program on this 

criterion. The Commission has directed that:

(i) To the extent possible, a decision by the Commission on review of an interlocutory 

matter should be completed within 45 days of the date set for filing the final brief on the 

matter submitted for review.

(ii) To the extent possible, a decision by the Commission on a motion to stay a decision 

that has already taken effect or that will take effect within five days of the filing of the 

motion, should be issued within five days of the date set for filing of the opposition to the 

motion for a stay. If the decision complained of has not taken effect, the Commission’s 

decision should be issued within 45 days of the date set for filing of the opposition to the 

motion for a stay.

(iii) Ordinarily, a decision by the Commission with respect to an appeal from the initial 

decision of a hearing officer, a review of a determination by a self-regulatory organization or 

the Public Company Accounting Oversight Board, or a remand of a prior Commission 

decision by a court of appeals will be issued within eight months from the completion of 

briefing on the petition for review, application for review, or remand order. If the 

Commission determines that the complexity of the issues presented in a petition for review, 
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application for review, or remand order warrants additional time, the decision of the 

Commission in that matter may be issued within ten months of the completion of briefing.

(iv) If the Commission determines that a decision by the Commission cannot be issued 

within the period specified in paragraph (a)(1)(iii) of this rule, the Commission may extend 

that period by orders as it deems appropriate in its discretion. The guidelines in this 

paragraph (a) confer no rights or entitlements on parties or other persons.

(2) The guidelines in this paragraph (a) do not create a requirement that each portion of a 

proceeding or the entire proceeding be completed within the periods described. Among other 

reasons, Commission review may require additional time because a matter is unusually complex 

or because the record is exceptionally long. In addition, fairness is enhanced if the Commission’s 

deliberative process is not constrained by an inflexible schedule. In some proceedings, 

deliberation may be delayed by the need to consider more urgent matters, to permit the 

preparation of dissenting opinions, or for other good cause. The guidelines will be used by the 

Commission as one of several criteria in monitoring and evaluating its adjudicatory program. 

The guidelines will be examined periodically, and, if necessary, readjusted in light of changes in 

the pending caseload and the available level of staff resources.

(b) Reports to the Commission on pending cases. The administrative law judges, the Secretary and the 

General Counsel have each been delegated authority to issue certain orders or adjudicate certain 

proceedings. See 17 CFR 200.30-1 through 200.30-18. Proceedings are also assigned to the General 

Counsel for the preparation of a proposed order or opinion which will then be recommended to the 

Commission for consideration. In order to improve accountability by and to the Commission for 

management of the docket, the Commission has directed that confidential status reports with 

respect to all filed adjudicatory proceedings shall be made periodically to the Commission. These 

reports will be made through the Secretary, with a minimum frequency established by the 

Commission. In connection with these periodic reports, if a proceeding pending before the 

Commission has not been concluded within 30 days of the guidelines established in paragraph (a) of 

this rule, the General Counsel shall specifically apprise the Commission of that fact, and shall 

describe the procedural posture of the case, project an estimated date for conclusion of the 

proceeding, and provide such other information as is necessary to enable the Commission to make a 
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determination under paragraph (a)(1)(iv) of this rule or to determine whether additional steps are 

necessary to reach a fair and timely resolution of the matter.

(c) Publication of information concerning the pending case docket. Ongoing disclosure of information 

about the adjudication program caseload increases awareness of the importance of the program, 

facilitates oversight of the program and promotes confidence in the efficiency and fairness of the 

program by investors, securities industry participants, self-regulatory organizations and other 

members of the public. The Commission has directed the Secretary to publish in the first and 

seventh months of each fiscal year summary statistical information about the status of pending 

adjudicatory proceedings and changes in the Commission’s caseload over the prior six months. The 

report will include the number of cases pending before the administrative law judges and the 

Commission at the beginning and end of the six-month period. The report will also show increases 

in the caseload arising from new cases being instituted, appealed or remanded to the Commission 

and decreases in the caseload arising from the disposition of proceedings by issuance of initial 

decisions, issuance of final decisions issued on appeal of initial decisions, other dispositions of 

appeals of initial decisions, final decisions on review of self-regulatory organization determinations, 

other dispositions on review of self-regulatory organization determinations, and decisions with 

respect to stays or interlocutory motions. For each category of decision, the report shall also show 

the median age of the cases at the time of the decision, the number of cases decided within the 

guidelines for the timely completion of adjudicatory proceedings, and, with respect to appeals from 

initial decisions, reviews of determinations by self-regulatory organizations or the Public Company 

Accounting Oversight Board, and remands of prior Commission decisions, the median days from 

the completion of briefing to the time of the Commission’s decision.

FAIR FUND AND DISGORGEMENT PLANS

Rule 1100. Creation of Fair Fund.

In any agency process initiated by an order instituting proceedings in which the Commission or 

the hearing officer issues an order requiring the payment of disgorgement by a respondent and also 

assessing a civil money penalty against that respondent, the Commission or the hearing officer may 

order that the amount of disgorgement and of the civil penalty, together with any funds received 
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pursuant to 15 U.S.C. 7246(b), be used to create a fund for the benefit of investors who were 

harmed by the violation.

Rule 1101. Submission of plan of distribution; contents of plan.

(a) Submission. The Commission or the hearing officer may, at any time, order any party to 

submit a plan for the administration and distribution of funds in a Fair Fund or disgorgement fund. 

Unless ordered otherwise, the Division of Enforcement shall submit a proposed plan no later than 

60 days after the respondent has turned over the funds or other assets pursuant to the Commission’s 

order imposing disgorgement and, if applicable, a civil money penalty and any appeals of the 

Commission’s order have been waived or completed, or appeal is no longer available.

(b) Contents of plan. Unless otherwise ordered, a plan for the administration of a Fair Fund or a 

disgorgement fund shall include the following elements:

(1) Procedures for the receipt of additional funds, including the specification of any account 

where funds will be held, the instruments in which the funds may be invested; and, in the case of 

a Fair Fund, the receipt of any funds pursuant to 15 U.S.C. 7246(b), if applicable;

(2) Specification of categories of persons potentially eligible to receive proceeds from the 

fund;

(3) Procedures for providing notice to such persons of the existence of the fund and their 

potential eligibility to receive proceeds of the fund;

(4) Procedures for making and approving claims, procedures for handling disputed claims, 

and a cut-off date for the making of claims;

(5) A proposed date for the termination of the fund, including provision for the disposition 

of any funds not otherwise distributed;

(6) Procedures for the administration of the fund, including selection, compensation, and, as 

necessary, indemnification of a fund administrator to oversee the fund, process claims, prepare 

accountings, file tax returns, and, subject to the approval of the Commission, make distributions 

from the fund to investors who were harmed by the violation; and
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(7) Such other provisions as the Commission or the hearing officer may require.

Rule 1102. Provisions for payment.

(a) Payment to registry of the court or court-appointed receiver. Subject to such conditions as the 

Commission or the hearing officer shall deem appropriate, a plan for the administration of a Fair 

Fund or a disgorgement fund may provide for payment of funds into a court registry or to a courtappointed receiver in any case pending in federal or state court against a respondent or any other 

person based upon a complaint alleging violations arising from the same or substantially similar facts 

as those alleged in the Commission’s order instituting proceedings.

(b) Payment to the United States Treasury under certain circumstances. When, in the opinion of the 

Commission or the hearing officer, the cost of administering a plan of disgorgement relative to the 

value of the available disgorgement funds and the number of potential claimants would not justify 

distribution of the disgorgement funds to injured investors, the plan may provide that the 

disgorgement funds and any civil penalty shall be paid directly to the general fund of the United 

States Treasury.

Rule 1103. Notice of proposed plan and opportunity for comment by non-parties.

Notice of a proposed plan of disgorgement or a proposed Fair Fund plan shall be published on 

the SEC website and in such other publications as the Commission or the hearing officer may 

require. The notice shall specify how copies of the proposed plan may be obtained and shall state 

that persons desiring to comment on the proposed plan may submit their views, in writing, to the 

Commission.

Rule 1104. Order approving, modifying, or disapproving proposed plan.

At any time after 30 days following publication of notice of a proposed plan of disgorgement or 

of a proposed Fair Fund plan, the Commission shall, by order, approve, approve with modifications, 

or disapprove the proposed plan. In the discretion of the Commission, a proposed plan that is 

substantially modified prior to adoption may be republished for an additional comment period 

pursuant to Rule 1103. The order approving or disapproving the plan should be entered within 30 

days after the end of the final period allowed for comments on the proposed plan unless the 

Commission or the hearing officer, by written order, allows a longer period for good cause shown.
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Rule 1105. Administration of plan.

(a) Appointment and removal of administrator. The Commission or the hearing officer shall have 

discretion to appoint any person, including a Commission employee, as administrator of a plan of 

disgorgement or a Fair Fund plan and to delegate to that person responsibility for administering the 

plan. An administrator may be removed at any time by order of the Commission or hearing officer.

(b) Assistance by respondent. A respondent may be required or permitted to administer or assist in 

administering a plan of disgorgement subject to such terms and conditions as the Commission or 

the hearing officer deems appropriate to ensure the proper distribution of the funds.

(c) Administrator to post bond. If the administrator is not a Commission employee, the 

administrator shall be required to obtain a bond in the manner prescribed in 11 U.S.C. 322, in an 

amount to be approved by the Commission. The cost of the bond may be paid for as a cost of 

administration. The Commission may waive posting of a bond for good cause shown.

(d) Administrator’s fees. If the administrator is a Commission employee, no fee shall be paid to the 

administrator for his or her services. If the administrator is not a Commission employee, the 

administrator may file an application for fees for completed services, and upon approval by the 

Commission or a hearing officer, may be paid a reasonable fee for those services. Any objections 

thereto shall be filed within 21 days of service of the application on the parties.

(e) Source of funds. Unless otherwise ordered, fees and other expenses of administering the plan 

shall be paid first from the interest earned on the funds, and if the interest is not sufficient, then 

from the corpus.

(f) Accountings. During the first 10 days of each calendar quarter, or as otherwise directed by the 

Commission or the hearing officer, the administrator shall file an accounting of all monies earned or 

received and all monies spent in connection with the administration of the plan of disgorgement. A 

final accounting shall be submitted for approval of the Commission or hearing officer prior to 

discharge of the administrator and cancellation of the administrator’s bond, if any.

(g) Amendment. A plan may be amended upon motion by any party or by the plan administrator 

or upon the Commission’s or the hearing officer’s own motion.
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Rule 1106. Right to challenge.

Other than in connection with the opportunity to submit comments as provided in Rule 1103, 

no person shall be granted leave to intervene or to participate or otherwise to appear in any agency 

proceeding or otherwise to challenge an order of disgorgement or creation of a Fair Fund; or an 

order approving, approving with modifications, or disapproving a plan of disgorgement or a Fair 

Fund plan; or any determination relating to a plan based solely upon that person’s eligibility or 

potential eligibility to participate in a fund or based upon any private right of action such person may 

have against any person who is also a respondent in the proceeding.