secs. 37, 38, 54 Stat. 841, 842; 15 U.S.C. 80a37, 80a-39.

§ 270.2a-3 Definition of "investment adviser" of an investment company for purposes of section 12 (d) (3). The term "investment adviser" of an investment company, for purposes of paragraph (3) of section 12 (d) of the act, shall not be deemed to include a bank, as defined in section 2 (a) (5) (sec. 2 (a), 54 Stat. 791; 15 U.S.C. 80a-2) of the act: Provided, That nothing herein contained shall permit any registered investment company or any company or companies controlled by such registered investment company to purchase or otherwise acquire any security issued by or any other interest in the business of any bank which is an investment adviser or such registered investment company or controlled company. [Rule N-2A-3, effective Jan. 5, 1944, 9 F.R. 339]

§ 270.4 Incorporation by reference. (a) A registered investment company may incorporate by reference as an exhibit, in any registration statement, application or report filed with the Commission, any document or part thereof previously or concurrently filed with the Commission pursuant to any act administered by the Commission. The incorporation may be made whether the matter incorporated was filed by such registered company or any other person. If any modification has occurred in the text of any such document since the filing thereof, the company shall file with the reference a statement containing the text of any such modification and the date thereof. If the number of copies of any document previously or concurrently filed with the Commission is less than the number required to be filed with the registration statement, application or report which incorporates such document, the company shall file therewith as many additional copies of the document as may be necessary to meet the requirements of the registration statement, application or report.

(b) A registered investment company may incorporate by reference, in any registration statement, application or report filed with the Commission, any financial statement or part thereof previously or concurrently filed with the Commission pursuant to any act administered by the Commission, if it substantially conforms to the requirements of the form on which such registration statement, application or report is filed.

The incorporation may be made whether the matter incorporated was filed by such registered company or any other person. If a certificate of an independent public accountant or accountants is required to accompany a financial statement in any registration statement, application or report, the incorporation by reference of a certificate previously or concurrently filed will not be deemed a compliance with such requirements unless the written consent of the accountant or accountants to such incorporation is filed with the registration statement, application or report.

(c) In each case of incorporation by reference, the matter incorporated shall be clearly identified in the reference. An express statement shall be made to the effect that the specified matter is incorporated in the registration statement, application or report at the particular place where the information is required.

(d) Notwithstanding any particular provision permitting incorporation by reference, no registration statement, application or report shall incorporate by reference any exhibit or financial statement which (1) has been withdrawn, or (2) was filed in connection with a registration under the Investment Company Act of 1940, or a registration on a national securities exchange which has ceased to be effective, or (3) is contained in a registration statement or report subject, at the time of the incorporation by reference, to pending proceedings under section 8 (b) or 8 (d) of the Securities Act of 1933 (C. 38, sec. 8, 48 Stat. 79; C. 686, sec. 301, 54 Stat. 857; 15 U.S.C. 77h), section 8 (e) of the Investment Company Act of 1940 (sec. 8 (e), 54 Stat. 805; 15 U.S.C. 80a-8), or to an order entered under any of those sections.

(e) Notwithstanding any particular provision permitting incorporation by reference, the Commission may refuse to permit such incorporation in any case in which in its judgment such incorporation would render the registration statement, application or report incomplete, unclear, or confusing. [Rule N-4, effective Jan. 5, 1944, 9 F.R. 338]

§ 270.6c-1 Temporary exemption for certain companies issuing periodic payment plan certificates. [Revoked]

CODIFICATION: §§ 270.6c-1 to 270.6c-7, inclusive, were revoked, effective May 27, 1944, 9 F.R. 2768.

§ 270.6c-2 Temporary exemption for management companies retaining custody of securities. [Revoked, see codification note to § 270.6c-1]

§ 270.6c-4 Temporary exemption for certain closed-end investment companies. [Revoked, see codification note to § 270.6e-1]

§ 270.6c-5 Exemption from section 17 (a) of certain transactions commenced prior to November 1, 1940. [Revoked, see codification note to § 270.6c−11

§ 270.6c-6 Temporary exemption from section 19. [Revoked, see codification note to § 270.6c-1]

§ 270.6c-7 Temporary exemption from affiliation provisions of section 32 (a). [Revoked, see codification note to $ 270.6c−1]

§ 270.10f-2 Exercise of warrants or rights received on portfolio securities. Any purchase or other acquisition of securities by a registered investment company pursuant to the exercise of warrants or rights to subscribe to or to purchase securities shall be exempt from the provisions of section 10- (f) (sec. 10 (f), 54 Stat. 807; 15 U.S.C. 80a10) of the act, Provided, That the warrants or rights so exercised (a) were offered or issued to such company as a security holder on the same basis as all other holders of the class or classes of securities to whom such warrants or rights were offered or issued, and (b) do not exceed 5% of the total amount of such warrants or rights so issued. [Rule N-10F-2, effective Jan. 5, 1944, 9 F.R. 339]

§ 270.19-2 Written statement permitted for dividend payments by Management companies during 1941. [Revoked]

CODIFICATION: § 270.19-2 was revoked, effective May 27, 1944, 9 F.R. 5768.

§ 270.20a-1 Solicitation of proxies, consents and authorizations.

CODIFICATION: In § 270.20a-1 (a) the phrase "Subject to paragraph (b)" was substituted for "Subject to paragraphs (b) and (c)", and paragraph (c) of the section was revoked, effective May 27, 1944, 9 F.R. 5768.

§ 270.31a-1 Records to be preserved by registered investment companies and certain majority-owned subsidiaries thereof. (a) Every registered investment company, and every underwriter,

625507-45-SUPP. VII-BK. 2

broker, dealer or investment adviser which is a majority-owned subsidiary of such a company, shall maintain and preserve, for the period hereinafter specified, such records, books, and other documents as constitute the record forming the basis for financial statements required to be filed pursuant to section 30 of the Investment Company Act of 1940 (54 Stat. 836; U.S.C. 80a-30), and of the auditor's certificate relating thereto.

(b) Every such company or majorityowned subsidiary enumerated in paragraph (a) shall:

(1) Preserve permanently (i) all general and auxiliary ledgers (or other records reflecting asset, liability, reserve, capital, income and expense accounts); (ii) all general and special journals (or other records forming the basis for entries in such ledgers); and (iii) all minute books; and

(2) Preserve for a period of not less than six years all vouchers, memoranda, correspondence, and other documents required by paragraph (a) to be maintained and not enumerated in paragraph (b) (1).

(c) Notwithstanding the provisions of paragraph (b):

(1) After a record, book or other document has been preserved for three years, a photograph or film thereof may be substituted therefor for the balance of the required time; and

(2) Any record, book or other document may be destroyed in accordance with a plan previously submitted to and approved by the Commission. A plan shall be deemed to have been approved by the Commission if notice to the contrary has not been received within 90 days after submission of the plan to the Commission. [Rule N-31A-1, effective Apr. 17, 1944, 9 F.R. 4170]

§ 270.31a-2 Records to be preserved by other persons having transactions with registered investment companies. (a) Every investment adviser not a majorityowned subsidiary of, and every depositor of any registered investment company, and every principal underwriter for any registered investment company other than a closed-end company, shall maintain and preserve for a period of not less than six years such records, books, and other documents as are necessary or appropriate to record such person's transactions with such registered company.

Page 1727

(b) Notwithstanding the provisions of paragraph (a):

(1) After a record, book or other document has been preserved for three years, a photograph or film thereof may be substituted therefor for the balance of the required time; and

(2) Any record, book or other document may be destroyed in accordance with a plan previously submitted to and approved by the Commission. A plan shall be deemed to have been approved

by the Commission if notice to the contrary has not been received within 90 days after submission of the plan to the Commission. [Rule N-31A-2, effective Apr. 17, 1944, 9 F.R. 4170]

§ 270.45a-1 Confidential treatment of names and addresses of dealers of registered investment company securities.

CODIFICATION: In § 270.45a-1 (b), the word "Chairman" was substituted for the words "Director of the Investment Company Division", effective May 27, 1944, 9 F.R. 5768.

Part

Part

ed]

Applications for certificates of public convenience and necessity under section 7 of the Natural Gas Act as amended. [Amended]

210 Statements and reports (sched

ules). [Amended]

[Amended]

32.50 Who shall apply. [Amended] 32.51 Contents of application. APPLICATION FOR AUTHORIZATION TO TRANSMIT ELECTRIC ENERGY TO A FOREIGN COUNTRY

§ 32.30 Who shall apply.

In connection with applications hereunder, attention is directed to the provisions of §§ 32.50 to 32.52 inclusive relative to applications for Presidential Permits for the construction, operation, maintenance, or connection, at the borders of the United States, of facilities for the transmission of electric energy between the United States and a foreign country in compliance with Executive Order No. 8202, dated July 13, 1939. [Undesignated paragraph added by Or

der 115, Dec. 28, 1943, effective Feb. 1, 1944, 9 F.R. 244]

§ 32.33 Required exhibits. Exhibit C. * * The map should indicate with particularity the facilities owned by the owner of the source of supply and those owned by the transmitter of the electric energy.

Exhibit E. Photostatic, or certified copy of articles of incorporation and bylaws of applicant company.

Exhibit F. A detailed statement of the financial and corporate relationship existing between applicant and any other person or corporation.

Any exhibit required by this section already on file with the Commission may be incorporated by reference.

CODIFICATION: In § 32.33 the sentence set forth above was added to Exhibit C, and Exhibits E and F, and a final undesignated paragraph were added to the section, by Order 115, Dec. 28, 1943, effective Feb. 1, 1944, 9 F.R. 244.

§ 32.35 Transferability. Authorization to transmit electric energy from the United States to a foreign country granted by order of the Commission under §§ 32.30 to 32.38 inclusive pursuant to section 202 (e) of the Federal Power Act shall not be transferable or assignable. The Commission order granting

the authorization may, however, provide that the authorization shall continue in effect temporarily for a reasonable time thereafter in the event of the involuntary transfer of facilities used thereunder by operation of law (including such transfers to receivers, trustees, or purchasers under foreclosure or judicial sale) pending the making of an application for permanent authorization and decision thereon, provided notice is promptly given in writing to the Commission accompanied by a statement that the physical facts relating to sufficiency of supply, rates, and nature of use remain substantially the same as before the transfer and as stated in the initial application for such authorization.

The Commission may also, at any time subsequent to the original order of authorization, from time to time, after opportunity for hearing, make such supplemental orders in the premises as it may find necessary or appropriate. (49 Stat. 858; 16 U.S.C. 825h) [Order 115, Dec. 28, 1943, effective Feb. 1, 1944, 9 F.R. 244] APPLICATION FOR CONSTRUCTION, OPERA

TION, MAINTENANCE, OR CONNECTION AT INTERNATIONAL BOUNDARY, OF FACILITIES FOR TRANSMISSION OF ELECTRIC ENERGY § 32.50 Who shall apply.

In connection with applications hereunder, attention is directed to the provisions of §§ 32.30 to 32.38 inclusive relative to applications for authorization to transmit electric energy from the United States to a foreign country under section 202 (e) of the Federal Power Act. [Un

designated paragraph added by Order 115, Dec. 28, 1944, effective Feb. 1, 1944, 9 F.R. 244]

§ 32.51 Contents of application.

(b) * The map should indicate with particularity the ownership of the facilities at or on each side of the border between United States and the foreign country.

CODIFICATION: In § 32.51 the semicolon at the end thereof was changed to a period and the sentence set forth above was added, by Order 115, Dec. 28, 1943, effective Feb. 1, 1944, 9 F.R. 244.

Sec. 35.15

PART 35-FILING OF RATE SCHEDULES

Filing of rate schedules, notices, etc., by persons authorized to transmit electric energy from the United States to a foreign country. [Added]

§ 35.15 Filing of rate schedules, notices, etc., by persons authorized to transmit electric energy from the United States to a foreign country. Reference is hereby made to the provisions of § 32.38 requiring persons authorized to transmit electric energy from the United States to a foreign country to file rate schedules, supplements, notices of succession in ownership or operation, notices of cancellation, and certificates of concurrence with respect to such energy. (49 Stat. 858; 16 U.S.C. 825h) [Order 115, Dec. 28, 1943, effective Feb. 1, 1944, 9 F.R. 244]

AUTHORITY: §§ 53.1 to 53.11, appearing in this Supplement, issued under 52 Stat. 830; 15 U.S.C. 7170. E.O. 8202, 3 CFR Cum. Supp. SOURCE: §§ 53.1 to 53.11, inclusive, appearing in this Supplement, contained in Order 116, Dec. 28, 1943, effective Feb. 1, 1944, 9 F.R. 245.

§ 53.1 Who shall apply. *

In connection with applications hereunder, attention is directed to the provisions of §§ 53.10 to 53.12 inclusive relative to applications for Presidential Permits for the construction, operation, maintenance, or connection, at the borders of the United States, of facilities