---
kind: "section"
citation: "15 U.S.C. § 78n"
title: "15"
title_heading: "Commerce and Trade"
number: "78n"
heading: "Proxies"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/15/78n"
units:
  - "Chapter 2B — Securities Exchanges"
---

# §78n. Proxies

- (a) **Solicitation of proxies in violation of rules and regulations—**
  - (1) It shall be unlawful for any [person](/usc/15/78c.md?p=a-9), by the use of the mails or by any means or instrumentality of [interstate commerce](/usc/15/78c.md?p=a-17) or of any [facility](/usc/15/78c.md?p=a-2) of a national [securities](/usc/15/78c.md?p=a-10) [exchange](/usc/15/78c.md?p=a-1) or otherwise, in contravention of such rules and regulations as the [Commission](/usc/15/78c.md?p=a-15) may prescribe as necessary or appropriate in the public interest or for the protection of investors, to solicit or to permit the use of his name to solicit any proxy or consent or authorization in respect of any [security](/usc/15/78c.md?p=a-10) (other than an [exempted security](/usc/15/78c.md?p=a-12-A)) registered pursuant to [section 78l](/usc/15/78l.md) of this title.
  - (2) The rules and regulations prescribed by the [Commission](/usc/15/78c.md?p=a-15) under [paragraph (1)](#a-1) may include—
    - (A) a requirement that a solicitation of proxy, consent, or authorization by (or on behalf of) an [issuer](/usc/15/78c.md?p=a-8) include a nominee submitted by a shareholder to serve on the [board](/usc/15/78c.md?p=a-73) of [directors](/usc/15/78c.md?p=a-7) of the [issuer](/usc/15/78c.md?p=a-8); and
    - (B) a requirement that an [issuer](/usc/15/78c.md?p=a-8) follow a certain procedure in relation to a solicitation described in [subparagraph (A)](#a-2-A).
- (b) **Giving or refraining from giving proxy in respect of any security carried for account of customer—**
  - (1) It shall be unlawful for any [member](/usc/15/78c.md?p=a-3-A) of a national [securities](/usc/15/78c.md?p=a-10) [exchange](/usc/15/78c.md?p=a-1), or any [broker or dealer](/usc/15/78c.md?p=h-2) registered under this chapter, or any [bank](/usc/15/78c.md?p=a-6), association, or other entity that exercises fiduciary powers, in contravention of such rules and regulations as the [Commission](/usc/15/78c.md?p=a-15) may prescribe as necessary or appropriate in the public interest or for the protection of investors, to give, or to refrain from giving a proxy, consent, authorization, or information statement in respect of any [security](/usc/15/78c.md?p=a-10) registered pursuant to [section 78l](/usc/15/78l.md) of this title, or any [security](/usc/15/78c.md?p=a-10) issued by an [investment company](/usc/15/78c.md?p=a-12-A-iii) registered under the Investment Company Act of 1940 [[15 U.S.C. 80a–1](/usc/15/80a–1.md) et seq.], and carried for the account of a customer.
  - (2) With respect to [banks](/usc/15/78c.md?p=a-6), the rules and regulations prescribed by the [Commission](/usc/15/78c.md?p=a-15) under [paragraph (1)](#b-1) shall not require the disclosure of the names of beneficial owners of [securities](/usc/15/78c.md?p=a-10) in an account held by the [bank](/usc/15/78c.md?p=a-6) on December 28, 1985, unless the beneficial owner consents to the disclosure. The provisions of this paragraph shall not apply in the case of a [bank](/usc/15/78c.md?p=a-6) which the [Commission](/usc/15/78c.md?p=a-15) finds has not made a good faith effort to obtain such consent from such beneficial owners.
- (c) **Information to holders of record prior to annual or other meeting—** Unless proxies, consents, or authorizations in respect of a [security](/usc/15/78c.md?p=a-10) registered pursuant to [section 78l](/usc/15/78l.md) of this title, or a [security](/usc/15/78c.md?p=a-10) issued by an [investment company](/usc/15/78c.md?p=a-12-A-iii) registered under the Investment Company Act of 1940 [[15 U.S.C. 80a–1](/usc/15/80a–1.md) et seq.], are solicited by or on behalf of the management of the [issuer](/usc/15/78c.md?p=a-8) from the holders of record of such [security](/usc/15/78c.md?p=a-10) in accordance with the rules and regulations prescribed under [subsection (a)](#a) of this section, prior to any annual or other meeting of the holders of such [security](/usc/15/78c.md?p=a-10), such [issuer](/usc/15/78c.md?p=a-8) shall, in accordance with rules and regulations prescribed by the [Commission](/usc/15/78c.md?p=a-15), file with the [Commission](/usc/15/78c.md?p=a-15) and transmit to all holders of record of such [security](/usc/15/78c.md?p=a-10) information substantially equivalent to the information which would be required to be transmitted if a solicitation were made, but no information shall be required to be filed or transmitted pursuant to this subsection before July 1, 1964.
- (d) **Tender offer by owner of more than five per centum of class of securities; exceptions—**
  - (1) It shall be unlawful for any [person](/usc/15/78c.md?p=a-9), directly or indirectly, by use of the mails or by any means or instrumentality of [interstate commerce](/usc/15/78c.md?p=a-17) or of any [facility](/usc/15/78c.md?p=a-2) of a national [securities](/usc/15/78c.md?p=a-10) [exchange](/usc/15/78c.md?p=a-1) or otherwise, to make a tender offer for, or a request or invitation for tenders of, any class of any [equity security](/usc/15/78c.md?p=a-11) which is registered pursuant to [section 78l](/usc/15/78l.md) of this title, or any [equity security](/usc/15/78c.md?p=a-11) of an [insurance company](/usc/15/78c.md?p=a-19) which would have been required to be so registered except for the exemption contained in [section 78l(g)(2)(G)](/usc/15/78l.md?p=g-2-G) of this title, or any [equity security](/usc/15/78c.md?p=a-11) issued by a a closed-end [investment company](/usc/15/78c.md?p=a-12-A-iii) registered under the Investment Company Act of 1940 [[15 U.S.C. 80a–1](/usc/15/80a–1.md) et seq.], if, after consummation thereof, such [person](/usc/15/78c.md?p=a-9) would, directly or indirectly, be the beneficial owner of more than 5 per centum of such class, unless at the time copies of the offer or request or invitation are first published or sent or given to [security](/usc/15/78c.md?p=a-10) holders such [person](/usc/15/78c.md?p=a-9) has filed with the [Commission](/usc/15/78c.md?p=a-15) a statement containing such of the information specified in [section 78m(d) of this title](/usc/15/78m.md?p=d), and such additional information as the [Commission](/usc/15/78c.md?p=a-15) may by rules and regulations prescribe as necessary or appropriate in the public interest or for the protection of investors. All requests or invitations for tenders or advertisements making a tender offer or requesting or inviting tenders of such a [security](/usc/15/78c.md?p=a-10) shall be filed as a part of such statement and shall contain such of the information contained in such statement as the [Commission](/usc/15/78c.md?p=a-15) may by rules and regulations prescribe. Copies of any additional material soliciting or requesting such tender offers subsequent to the initial solicitation or request shall contain such information as the [Commission](/usc/15/78c.md?p=a-15) may by rules and regulations prescribe as necessary or appropriate in the public interest or for the protection of investors, and shall be filed with the [Commission](/usc/15/78c.md?p=a-15) not later than the time copies of such material are first published or sent or given to [security](/usc/15/78c.md?p=a-10) holders. Copies of all statements, in the form in which such material is furnished to [security](/usc/15/78c.md?p=a-10) holders and the [Commission](/usc/15/78c.md?p=a-15), shall be sent to the [issuer](/usc/15/78c.md?p=a-8) not later than the date such material is first published or sent or given to any [security](/usc/15/78c.md?p=a-10) holders.
  - (2) When two or more persons act as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of [securities](/usc/15/78c.md?p=a-10) of an [issuer](/usc/15/78c.md?p=a-8), such syndicate or group shall be deemed a “[person](/usc/15/78c.md?p=a-9)” for purposes of this subsection.
  - (3) In determining, for purposes of this subsection, any percentage of a class of any [security](/usc/15/78c.md?p=a-10), such class shall be deemed to consist of the amount of the outstanding [securities](/usc/15/78c.md?p=a-10) of such class, exclusive of any [securities](/usc/15/78c.md?p=a-10) of such class held by or for the account of the [issuer](/usc/15/78c.md?p=a-8) or a subsidiary of the [issuer](/usc/15/78c.md?p=a-8).
  - (4) Any solicitation or recommendation to the holders of such a [security](/usc/15/78c.md?p=a-10) to accept or reject a tender offer or request or invitation for tenders shall be made in accordance with such rules and regulations as the [Commission](/usc/15/78c.md?p=a-15) may prescribe as necessary or appropriate in the public interest or for the protection of investors.
  - (5) [Securities](/usc/15/78c.md?p=a-10) deposited pursuant to a tender offer or request or invitation for tenders may be withdrawn by or on behalf of the depositor at any time until the expiration of seven days after the time definitive copies of the offer or request or invitation are first published or sent or given to [security](/usc/15/78c.md?p=a-10) holders, and at any time after sixty days from the date of the original tender offer or request or invitation, except as the [Commission](/usc/15/78c.md?p=a-15) may otherwise prescribe by rules, regulations, or order as necessary or appropriate in the public interest or for the protection of investors.
  - (6) Where any [person](/usc/15/78c.md?p=a-9) makes a tender offer, or request or invitation for tenders, for less than all the outstanding [equity securities](/usc/15/78c.md?p=a-11) of a class, and where a greater number of [securities](/usc/15/78c.md?p=a-10) is deposited pursuant thereto within ten days after copies of the offer or request or invitation are first published or sent or given to [security](/usc/15/78c.md?p=a-10) holders than such [person](/usc/15/78c.md?p=a-9) is bound or willing to take up and pay for, the [securities](/usc/15/78c.md?p=a-10) taken up shall be taken up as nearly as may be pro rata, disregarding fractions, according to the number of [securities](/usc/15/78c.md?p=a-10) deposited by each depositor. The provisions of this subsection shall also apply to [securities](/usc/15/78c.md?p=a-10) deposited within ten days after notice of an increase in the consideration offered to [security](/usc/15/78c.md?p=a-10) holders, as described in [paragraph (7)](#d-7), is first published or sent or given to [security](/usc/15/78c.md?p=a-10) holders.
  - (7) Where any [person](/usc/15/78c.md?p=a-9) varies the terms of a tender offer or request or invitation for tenders before the expiration thereof by increasing the consideration offered to holders of such [securities](/usc/15/78c.md?p=a-10), such [person](/usc/15/78c.md?p=a-9) shall pay the increased consideration to each [security](/usc/15/78c.md?p=a-10) holder whose [securities](/usc/15/78c.md?p=a-10) are taken up and paid for pursuant to the tender offer or request or invitation for tenders whether or not such [securities](/usc/15/78c.md?p=a-10) have been taken up by such [person](/usc/15/78c.md?p=a-9) before the variation of the tender offer or request or invitation.
  - (8) The provisions of this subsection shall not apply to any offer for, or request or invitation for tenders of, any [security](/usc/15/78c.md?p=a-10)—
    - (A) if the acquisition of such [security](/usc/15/78c.md?p=a-10), together with all other acquisitions by the same [person](/usc/15/78c.md?p=a-9) of [securities](/usc/15/78c.md?p=a-10) of the same class during the preceding twelve months, would not exceed 2 per centum of that class;
    - (B) by the [issuer](/usc/15/78c.md?p=a-8) of such [security](/usc/15/78c.md?p=a-10); or
    - (C) which the [Commission](/usc/15/78c.md?p=a-15), by rules or regulations or by order, shall exempt from the provisions of this subsection as not entered into for the purpose of, and not having the effect of, changing or influencing the control of the [issuer](/usc/15/78c.md?p=a-8) or otherwise as not comprehended within the purposes of this subsection.
- (e) **Untrue statement of material fact or omission of fact with respect to tender offer—** It shall be unlawful for any [person](/usc/15/78c.md?p=a-9) to make any untrue statement of a material fact or omit to [state](/usc/15/78c.md?p=a-16) any material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, or to engage in any fraudulent, deceptive, or manipulative acts or practices, in connection with any tender offer or request or invitation for tenders, or any solicitation of [security](/usc/15/78c.md?p=a-10) holders in opposition to or in favor of any such offer, request, or invitation. The [Commission](/usc/15/78c.md?p=a-15) shall, for the purposes of this subsection, by rules and regulations define, and prescribe means reasonably designed to prevent, such acts and practices as are fraudulent, deceptive, or manipulative.
- (f) **Election or designation of majority of directors of issuer by owner of more than five per centum of class of securities at other than meeting of security holders—** If, pursuant to any arrangement or understanding with the [person](/usc/15/78c.md?p=a-9) or [persons](/usc/15/78c.md?p=a-9) acquiring [securities](/usc/15/78c.md?p=a-10) in a transaction subject to [subsection (d)](#d) of this section or subsection (d) of [section 78m of this title](/usc/15/78m.md), any [persons](/usc/15/78c.md?p=a-9) are to be elected or designated as [directors](/usc/15/78c.md?p=a-7) of the [issuer](/usc/15/78c.md?p=a-8), otherwise than at a meeting of [security](/usc/15/78c.md?p=a-10) holders, and the [persons](/usc/15/78c.md?p=a-9) so elected or designated will constitute a majority of the [directors](/usc/15/78c.md?p=a-7) of the [issuer](/usc/15/78c.md?p=a-8), then, prior to the time any such [person](/usc/15/78c.md?p=a-9) takes office as a [director](/usc/15/78c.md?p=a-7), and in accordance with rules and regulations prescribed by the [Commission](/usc/15/78c.md?p=a-15), the [issuer](/usc/15/78c.md?p=a-8) shall file with the [Commission](/usc/15/78c.md?p=a-15), and transmit to all holders of record of [securities](/usc/15/78c.md?p=a-10) of the [issuer](/usc/15/78c.md?p=a-8) who would be entitled to vote at a meeting for election of [directors](/usc/15/78c.md?p=a-7), information substantially equivalent to the information which would be required by subsection [(a)](#a) or [(c)](#c) of this section to be transmitted if such [person](/usc/15/78c.md?p=a-9) or [persons](/usc/15/78c.md?p=a-9) were nominees for election as [directors](/usc/15/78c.md?p=a-7) at a meeting of such [security](/usc/15/78c.md?p=a-10) holders.
- (g) **Filing fees—**
  - (1)
    - (A) At the time of filing such preliminary proxy solicitation material as the [Commission](/usc/15/78c.md?p=a-15) may require by rule pursuant to [subsection (a)](#a) of this section that concerns an acquisition, merger, consolidation, or proposed sale or other disposition of substantially all the assets of a [company](/usc/15/78c.md?p=a-19), the [person](/usc/15/78c.md?p=a-9) making such filing, other than a [company](/usc/15/78c.md?p=a-19) registered under the Investment Company Act of 1940 [[15 U.S.C. 80a–1](/usc/15/80a–1.md) et seq.], shall pay to the [Commission](/usc/15/78c.md?p=a-15) the following fees:
      - (i) for preliminary proxy solicitation material involving an acquisition, merger, or consolidation, if there is a proposed payment of cash or transfer of [securities](/usc/15/78c.md?p=a-10) or property to shareholders, a fee at a rate that, subject to [paragraph (4)](#g-4), is equal to $92[^1] per $1,000,000 of such proposed payment, or of the value of such [securities](/usc/15/78c.md?p=a-10) or other property proposed to be transferred; and
      - (ii) for preliminary proxy solicitation material involving a proposed sale or other disposition of substantially all of the assets of a [company](/usc/15/78c.md?p=a-19), a fee at a rate that, subject to [paragraph (4)](#g-4), is equal to $92[^1] per $1,000,000 of the cash or of the value of any [securities](/usc/15/78c.md?p=a-10) or other property proposed to be received upon such sale or disposition.
    - (B) The fee imposed under [subparagraph (A)](#g-1-A) shall be reduced with respect to [securities](/usc/15/78c.md?p=a-10) in an amount equal to any fee paid to the [Commission](/usc/15/78c.md?p=a-15) with respect to such [securities](/usc/15/78c.md?p=a-10) in connection with the proposed transaction under [section 77f(b) of this title](/usc/15/77f.md?p=b), or the fee paid under that section shall be reduced in an amount equal to the fee paid to the [Commission](/usc/15/78c.md?p=a-15) in connection with such transaction under this subsection. Where two or more [companies](/usc/15/78c.md?p=a-19) involved in an acquisition, merger, consolidation, sale, or other disposition of substantially all the assets of a [company](/usc/15/78c.md?p=a-19) must file such proxy material with the [Commission](/usc/15/78c.md?p=a-15), each shall pay a proportionate share of such fee.
  - (2) At the time of filing such preliminary information statement as the [Commission](/usc/15/78c.md?p=a-15) may require by rule pursuant to [subsection (c)](#c) of this section, the [issuer](/usc/15/78c.md?p=a-8) shall pay to the [Commission](/usc/15/78c.md?p=a-15) the same fee as required for preliminary proxy solicitation material under paragraph (1) of this subsection.
  - (3) At the time of filing such statement as the [Commission](/usc/15/78c.md?p=a-15) may require by rule pursuant to [subsection (d)(1)](#d-1) of this section, the [person](/usc/15/78c.md?p=a-9) making the filing shall pay to the [Commission](/usc/15/78c.md?p=a-15) a fee at a rate that, subject to [paragraph (4)](#g-4), is equal to $92[^1] per $1,000,000 of the aggregate amount of cash or of the value of [securities](/usc/15/78c.md?p=a-10) or other property proposed to be offered. The fee shall be reduced with respect to [securities](/usc/15/78c.md?p=a-10) in an amount equal to any fee paid with respect to such [securities](/usc/15/78c.md?p=a-10) in connection with the proposed transaction under section 6(b) of the Securities Act of 1933 ([15 U.S.C. 77f(b)](/usc/15/77f.md?p=b)), or the fee paid under that section shall be reduced in an amount equal to the fee paid to the [Commission](/usc/15/78c.md?p=a-15) in connection with such transaction under this subsection.
  - (4) **Annual adjustment.—** For each fiscal year, the [Commission](/usc/15/78c.md?p=a-15) shall by order adjust the rate required by paragraphs [(1)](#g-1) and [(3)](#g-3) for such fiscal year to a rate that is equal to the rate (expressed in dollars per million) that is applicable under section 6(b) of the Securities Act of 1933 ([15 U.S.C. 77f(b)](/usc/15/77f.md?p=b)) for such fiscal year.
  - (5) **Fee collection.—** Fees collected pursuant to this subsection for fiscal year 2012 and each fiscal year thereafter shall be deposited and credited as general revenue of the Treasury and shall not be available for obligation.
  - (6) **Review; effective date; publication.—** In exercising its authority under this subsection, the [Commission](/usc/15/78c.md?p=a-15) shall not be required to comply with the provisions of [section 553 of title 5](/usc/5/553.md). An adjusted rate prescribed under [paragraph (4)](#g-4) shall be published and take effect in accordance with section 6(b) of the Securities Act of 1933 ([15 U.S.C. 77f(b)](/usc/15/77f.md?p=b)).
  - (7) **Pro rata application.—** The rates per $1,000,000 required by this subsection shall be applied pro rata to amounts and balances of less than $1,000,000.
  - (8) Notwithstanding any other provision of law, the [Commission](/usc/15/78c.md?p=a-15) may impose fees, charges, or prices for matters not involving any acquisition, merger, consolidation, sale, or other disposition of assets described in this subsection, as authorized by [section 9701 of title 31](/usc/31/9701.md), or otherwise.
- (h) **Proxy solicitations and tender offers in connection with limited partnership rollup transactions—**
  - (1) **Proxy rules to contain special provisions—** It shall be unlawful for any [person](/usc/15/78c.md?p=a-9) to solicit any proxy, consent, or authorization concerning a limited partnership rollup transaction, or to make any tender offer in furtherance of a limited partnership rollup transaction, unless such transaction is conducted in accordance with rules prescribed by the [Commission](/usc/15/78c.md?p=a-15) under subsections [(a)](#a) and [(d)](#d) as required by this subsection. Such rules shall—
    - (A) permit any holder of a [security](/usc/15/78c.md?p=a-10) that is the subject of the proposed limited partnership rollup transaction to engage in preliminary communications for the purpose of determining whether to solicit proxies, consents, or authorizations in opposition to the proposed limited partnership rollup transaction, without regard to whether any such communication would otherwise be considered a solicitation of proxies, and without being required to file soliciting material with the [Commission](/usc/15/78c.md?p=a-15) prior to making that determination, except that—
      - (i) nothing in this subparagraph shall be construed to limit the application of any provision of this chapter prohibiting, or reasonably designed to prevent, fraudulent, deceptive, or manipulative acts or practices under this chapter; and
      - (ii) any holder of not less than 5 percent of the outstanding [securities](/usc/15/78c.md?p=a-10) that are the subject of the proposed limited partnership rollup transaction who engages in the business of buying and selling limited partnership interests in the secondary market shall be required to disclose such ownership interests and any potential conflicts of interests in such preliminary communications;
    - (B) require the [issuer](/usc/15/78c.md?p=a-8) to provide to holders of the [securities](/usc/15/78c.md?p=a-10) that are the subject of the limited partnership rollup transaction such list of the holders of the [issuer](/usc/15/78c.md?p=a-8)’s [securities](/usc/15/78c.md?p=a-10) as the [Commission](/usc/15/78c.md?p=a-15) may determine in such form and subject to such terms and conditions as the [Commission](/usc/15/78c.md?p=a-15) may specify;
    - (C) prohibit compensating any [person](/usc/15/78c.md?p=a-9) soliciting proxies, consents, or authorizations directly from [security](/usc/15/78c.md?p=a-10) holders concerning such a limited partnership rollup transaction—
      - (i) on the basis of whether the solicited proxy, consent, or authorization either approves or disapproves the proposed limited partnership rollup transaction; or
      - (ii) contingent on the approval, disapproval, or completion of the limited partnership rollup transaction;
    - (D) set forth disclosure requirements for soliciting material distributed in connection with a limited partnership rollup transaction, including requirements for clear, concise, and comprehensible disclosure with respect to—
      - (i) any changes in the business plan, voting rights, form of ownership interest, or the compensation of the general partner in the proposed limited partnership rollup transaction from each of the original limited partnerships;
      - (ii) the conflicts of interest, if any, of the general partner;
      - (iii) whether it is expected that there will be a significant difference between the [exchange](/usc/15/78c.md?p=a-1) values of the limited partnerships and the trading price of the [securities](/usc/15/78c.md?p=a-10) to be issued in the limited partnership rollup transaction;
      - (iv) the valuation of the limited partnerships and the method used to determine the value of the interests of the limited partners to be exchanged for the [securities](/usc/15/78c.md?p=a-10) in the limited partnership rollup transaction;
      - (v) the differing risks and effects of the limited partnership rollup transaction for investors in different limited partnerships proposed to be included, and the risks and effects of completing the limited partnership rollup transaction with less than all limited partnerships;
      - (vi) the statement by the general partner required under [subparagraph (E)](#h-1-E);
      - (vii) such other matters deemed necessary or appropriate by the [Commission](/usc/15/78c.md?p=a-15);
    - (E) require a statement by the general partner as to whether the proposed limited partnership rollup transaction is fair or unfair to investors in each limited partnership, a discussion of the basis for that conclusion, and an evaluation and a description by the general partner of alternatives to the limited partnership rollup transaction, such as liquidation;
    - (F) provide that, if the general partner or sponsor has obtained any opinion (other than an opinion of counsel), appraisal, or report that is prepared by an outside party and that is materially related to the limited partnership rollup transaction, such soliciting materials shall contain or be accompanied by clear, concise, and comprehensible disclosure with respect to—
      - (i) the analysis of the transaction, scope of review, preparation of the opinion, and basis for and methods of arriving at conclusions, and any representations and undertakings with respect thereto;
      - (ii) the identity and qualifications of the [person](/usc/15/78c.md?p=a-9) who prepared the opinion, the method of selection of such [person](/usc/15/78c.md?p=a-9), and any material past, existing, or contemplated relationships between the [person](/usc/15/78c.md?p=a-9) or any of its affiliates and the general partner, sponsor, successor, or any other affiliate;
      - (iii) any compensation of the preparer of such opinion, appraisal, or report that is contingent on the transaction’s approval or completion; and
      - (iv) any limitations imposed by the [issuer](/usc/15/78c.md?p=a-8) on the access afforded to such preparer to the [issuer](/usc/15/78c.md?p=a-8)’s personnel, premises, and relevant books and [records](/usc/15/78c.md?p=a-37);
    - (G) provide that, if the general partner or sponsor has obtained any opinion, appraisal, or report as described in [subparagraph (F)](#h-1-F) from any [person](/usc/15/78c.md?p=a-9) whose compensation is contingent on the transaction’s approval or completion or who has not been given access by the [issuer](/usc/15/78c.md?p=a-8) to its personnel and premises and relevant books and [records](/usc/15/78c.md?p=a-37), the general partner or sponsor shall [state](/usc/15/78c.md?p=a-16) the reasons therefor;
    - (H) provide that, if the general partner or sponsor has not obtained any opinion on the fairness of the proposed limited partnership rollup transaction to investors in each of the affected partnerships, such soliciting materials shall contain or be accompanied by a statement of such partner’s or sponsor’s reasons for concluding that such an opinion is not necessary in order to permit the limited partners to make an informed decision on the proposed transaction;
    - (I) require that the soliciting material include a clear, concise, and comprehensible summary of the limited partnership rollup transaction (including a summary of the matters referred to in clauses [(i)](#h-1-D-i) through [(vii)](#h-1-D-vii) of subparagraph (D) and a summary of the matter referred to in subparagraphs [(F)](#h-1-F), [(G)](#h-1-G), and [(H)](#h-1-H)), with the risks of the limited partnership rollup transaction set forth prominently in the fore part thereof;
    - (J) provide that any solicitation or offering period with respect to any proxy solicitation, tender offer, or information statement in a limited partnership rollup transaction shall be for not less than the lesser of 60 calendar days or the maximum number of days permitted under applicable [State](/usc/15/78c.md?p=a-16) law; and
    - (K) contain such other provisions as the [Commission](/usc/15/78c.md?p=a-15) determines to be necessary or appropriate for the protection of investors in limited partnership rollup transactions.
  - (2) **Exemptions—** The [Commission](/usc/15/78c.md?p=a-15) may, consistent with the public interest, the protection of investors, and the purposes of this chapter, exempt by rule or order any [security](/usc/15/78c.md?p=a-10) or class of [securities](/usc/15/78c.md?p=a-10), any transaction or class of transactions, or any [person](/usc/15/78c.md?p=a-9) or class of [persons](/usc/15/78c.md?p=a-9), in whole or in part, conditionally or unconditionally, from the requirements imposed pursuant to [paragraph (1)](#h-1) or from the definition contained in [paragraph (4)](#h-4).
  - (3) **Effect on Commission authority—** Nothing in this subsection limits the authority of the [Commission](/usc/15/78c.md?p=a-15) under subsection [(a)](#a) or [(d)](#d) or any other provision of this chapter or precludes the [Commission](/usc/15/78c.md?p=a-15) from imposing, under subsection [(a)](#a) or [(d)](#d) or any other provision of this chapter, a remedy or procedure required to be imposed under this subsection.
  - (4) **“Limited partnership rollup transaction” defined—** Except as provided in [paragraph (5)](#h-5), as used in this subsection, the term “limited partnership rollup transaction” means a transaction involving the combination or reorganization of one or more limited partnerships, directly or indirectly, in which—
    - (A) some or all of the investors in any of such limited partnerships will receive new [securities](/usc/15/78c.md?p=a-10), or [securities](/usc/15/78c.md?p=a-10) in another entity, that will be reported under a transaction reporting plan declared effective before December 17, 1993, by the [Commission](/usc/15/78c.md?p=a-15) under [section 78k–1 of this title](/usc/15/78k–1.md);
    - (B) any of the investors’ limited partnership [securities](/usc/15/78c.md?p=a-10) are not, as of the date of filing, reported under a transaction reporting plan declared effective before December 17, 1993, by the [Commission](/usc/15/78c.md?p=a-15) under [section 78k–1 of this title](/usc/15/78k–1.md);
    - (C) investors in any of the limited partnerships involved in the transaction are subject to a significant adverse change with respect to voting rights, the term of existence of the entity, management compensation, or investment objectives; and
    - (D) any of such investors are not provided an option to receive or retain a [security](/usc/15/78c.md?p=a-10) under substantially the same terms and conditions as the original issue.
  - (5) **Exclusions from definition—** Notwithstanding [paragraph (4)](#h-4), the term “limited partnership rollup transaction” does not include—
    - (A) a transaction that involves only a limited partnership or partnerships having an operating policy or practice of retaining cash available for distribution and reinvesting proceeds from the sale, financing, or refinancing of assets in accordance with such criteria as the [Commission](/usc/15/78c.md?p=a-15) determines appropriate;
    - (B) a transaction involving only limited partnerships wherein the interests of the limited partners are repurchased, recalled, or exchanged in accordance with the terms of the preexisting limited partnership [agreements](/usc/15/7a.md?p=2) for [securities](/usc/15/78c.md?p=a-10) in an operating [company](/usc/15/78c.md?p=a-19) specifically identified at the time of the formation of the original limited partnership;
    - (C) a transaction in which the [securities](/usc/15/78c.md?p=a-10) to be issued or exchanged are not required to be and are not registered under the Securities Act of 1933 [[15 U.S.C. 77a](/usc/15/77a.md) et seq.];
    - (D) a transaction that involves only [issuers](/usc/15/78c.md?p=a-8) that are not required to register or report under [section 78l](/usc/15/78l.md) of this title, both before and after the transaction;
    - (E) a transaction, except as the [Commission](/usc/15/78c.md?p=a-15) may otherwise provide by rule for the protection of investors, involving the combination or reorganization of one or more limited partnerships in which a non-affiliated party succeeds to the interests of a general partner or sponsor, if—
      - (i) such action is approved by not less than 66⅔ percent of the outstanding units of each of the participating limited partnerships; and
      - (ii) as a result of the transaction, the existing general partners will receive only compensation to which they are entitled as expressly provided for in the preexisting limited partnership [agreements](/usc/15/7a.md?p=2); or
    - (F) a transaction, except as the [Commission](/usc/15/78c.md?p=a-15) may otherwise provide by rule for the protection of investors, in which the [securities](/usc/15/78c.md?p=a-10) offered to investors are [securities](/usc/15/78c.md?p=a-10) of another entity that are reported under a transaction reporting plan declared effective before December 17, 1993, by the [Commission](/usc/15/78c.md?p=a-15) under [section 78k–1 of this title](/usc/15/78k–1.md), if—
      - (i) such other entity was formed, and such class of [securities](/usc/15/78c.md?p=a-10) was reported and regularly traded, not less than 12 months before the date on which soliciting material is mailed to investors; and
      - (ii) the [securities](/usc/15/78c.md?p=a-10) of that entity issued to investors in the transaction do not exceed 20 percent of the total outstanding [securities](/usc/15/78c.md?p=a-10) of the entity, exclusive of any [securities](/usc/15/78c.md?p=a-10) of such class held by or for the account of the entity or a subsidiary of the entity.
- (i) **Disclosure of pay versus performance—** The [Commission](/usc/15/78c.md?p=a-15) shall, by rule, require each [issuer](/usc/15/78c.md?p=a-8) to disclose in any proxy or consent solicitation material for an annual meeting of the shareholders of the [issuer](/usc/15/78c.md?p=a-8) a clear description of any compensation required to be disclosed by the [issuer](/usc/15/78c.md?p=a-8) under section 229.402 of title 17, Code of Federal Regulations (or any successor thereto), including, for any [issuer](/usc/15/78c.md?p=a-8) other than an [emerging growth company](/usc/15/78c.md?p=a-80), information that shows the relationship between executive compensation actually paid and the financial performance of the [issuer](/usc/15/78c.md?p=a-8), taking into account any change in the value of the shares of stock and dividends of the [issuer](/usc/15/78c.md?p=a-8) and any distributions. The disclosure under this subsection may include a graphic representation of the information required to be disclosed.
- (j) **Disclosure of hedging by employees and directors—** The [Commission](/usc/15/78c.md?p=a-15) shall, by rule, require each [issuer](/usc/15/78c.md?p=a-8) to disclose in any proxy or consent solicitation material for an annual meeting of the shareholders of the [issuer](/usc/15/78c.md?p=a-8) whether any employee or [member](/usc/15/78c.md?p=a-3-A) of the [board](/usc/15/78c.md?p=a-73) of [directors](/usc/15/78c.md?p=a-7) of the [issuer](/usc/15/78c.md?p=a-8), or any designee of such employee or [member](/usc/15/78c.md?p=a-3-A), is permitted to [purchase](/usc/15/78c.md?p=a-13) financial instruments (including prepaid variable forward contracts, equity [swaps](/usc/15/78c.md?p=a-69), collars, and [exchange](/usc/15/78c.md?p=a-1) funds) that are designed to hedge or offset any decrease in the market value of [equity securities](/usc/15/78c.md?p=a-11)—
  - (1) granted to the employee or [member](/usc/15/78c.md?p=a-3-A) of the [board](/usc/15/78c.md?p=a-73) of [directors](/usc/15/78c.md?p=a-7) by the [issuer](/usc/15/78c.md?p=a-8) as part of the compensation of the employee or [member](/usc/15/78c.md?p=a-3-A) of the [board](/usc/15/78c.md?p=a-73) of [directors](/usc/15/78c.md?p=a-7); or
  - (2) held, directly or indirectly, by the employee or [member](/usc/15/78c.md?p=a-3-A) of the [board](/usc/15/78c.md?p=a-73) of [directors](/usc/15/78c.md?p=a-7).
- (k) **Data standards for proxy and consent solicitation materials—**
  - (1) **Requirement—** The [Commission](/usc/15/78c.md?p=a-15) shall, by rule, adopt data standards for all information contained in any proxy or consent solicitation material prepared by an [issuer](/usc/15/78c.md?p=a-8) for an annual meeting of the shareholders of the [issuer](/usc/15/78c.md?p=a-8), except that the [Commission](/usc/15/78c.md?p=a-15) may exempt exhibits, signatures, and certifications from those data standards.
  - (2) **Consistency—** The data standards required under [paragraph (1)](#k-1) shall incorporate, and ensure compatibility with (to the extent feasible), all applicable data standards established in the rules promulgated under [section 5334 of title 12](/usc/12/5334.md), including, to the extent practicable, by having the characteristics described in clauses (i) through (vi) of subsection (c)(1)(B) of such section 5334.

## Footnotes

[^1]: See Adjustment of Registration Fee Rate notes below.

## Source credit

(June 6, 1934, ch. 404, title I, § 14, 48 Stat. 895; Pub. L. 88–467, § 5, Aug. 20, 1964, 78 Stat. 569; Pub. L. 90–439, § 3, July 29, 1968, 82 Stat. 455; Pub. L. 91–567, §§ 3–5, Dec. 22, 1970, 84 Stat. 1497; Pub. L. 98–38, § 2(b), June 6, 1983, 97 Stat. 205; Pub. L. 99–222, § 2, Dec. 28, 1985, 99 Stat. 1737; Pub. L. 101–550, title III, § 302, Nov. 15, 1990, 104 Stat. 2721; Pub. L. 103–202, title III, § 302(a), Dec. 17, 1993, 107 Stat. 2359; Pub. L. 105–353, title III, § 301(b)(7), Nov. 3, 1998, 112 Stat. 3236; Pub. L. 107–123, § 6, Jan. 16, 2002, 115 Stat. 2396; Pub. L. 111–203, title IX, §§ 953(a), 955, 971(a), 991(b)(3), July 21, 2010, 124 Stat. 1903, 1904, 1915, 1953; Pub. L. 112–106, title I, § 102(a)(2), Apr. 5, 2012, 126 Stat. 309; Pub. L. 117–263, div. E, title LVIII, § 5821(g), Dec. 23, 2022, 136 Stat. 3426.)

## Notes

### Editorial Notes

### References in Text

This chapter, referred to in subsecs. (b) and (h)(1)(A), (2), (3), was in the original “this title”. See References in Text note set out under section 78a of this title.

The Investment Company Act of 1940, referred to in subsecs. (b)(1), (c), (d)(1), and (g)(1)(A), is title I of act Aug. 22, 1940, ch. 686, 54 Stat. 789, which is classified generally to subchapter I (§ 80a–1 et seq.) of chapter 2D of this title. For complete classification of this Act to the Code, see section 80a–51 of this title and Tables.

The Securities Act of 1933, referred to in subsec. (h)(5)(C), is act May 27, 1933, ch. 38, title I, 48 Stat. 74, which is classified generally to subchapter I (§ 77a et seq.) of chapter 2A of this title. For complete classification of this Act to the Code, see section 77a of this title and Tables.

### Amendments

2022—Subsec. (k). Pub. L. 117–263 added subsec. (k).

2012—Subsec. (i). Pub. L. 112–106 inserted “, for any issuer other than an emerging growth company,” after “including”.

2010—Subsec. (a). Pub. L. 111–203, § 971(a), designated existing provisions as par. (1) and added par. (2).

Subsec. (g)(1)(A). Pub. L. 111–203, § 991(b)(3)(A), substituted “paragraph (4)” for “paragraphs (5) and (6)” in cls. (i) and (ii).

Subsec. (g)(3). Pub. L. 111–203, § 991(b)(3)(B), substituted “paragraph (4)” for “paragraphs (5) and (6)”.

Subsec. (g)(4) to (6). Pub. L. 111–203, § 991(b)(3)(C), (D), added pars. (4) to (6) and struck out former pars. (4) to (6) which related to deposit and crediting of fees as offsetting collections, annual adjustment of rates, and final rate adjustment, respectively.

Subsec. (g)(8) to (11). Pub. L. 111–203, § 991(b)(3)(E), (F), redesignated par. (11) as (8) and struck out former pars. (8) to (10) which related to review and effective date of adjusted rate, collection of fees upon lapse of appropriation, and publication of rate, respectively.

Subsec. (i). Pub. L. 111–203, § 953(a), added subsec. (i).

Subsec. (j). Pub. L. 111–203, § 955, added subsec. (j).

2002—Subsec. (g)(1)(A)(i), (ii), (3). Pub. L. 107–123, § 6(1), substituted “a fee at a rate that, subject to paragraphs (5) and (6), is equal to $92 per $1,000,000 of” for “a fee of 1⁄50 of 1 per centum of”.

Subsec. (g)(4) to (11). Pub. L. 107–123, § 6(2), (3), added pars. (4) to (10) and redesignated former par. (4) as (11).

1998—Subsec. (g)(4). Pub. L. 105–353 substituted “consolidation, sale,” for “consolidation sale,”.

1993—Subsec. (h). Pub. L. 103–202 added subsec. (h).

1990—Subsec. (b)(1). Pub. L. 101–550, § 302(a), substituted “section 78l of this title, or any security issued by an investment company registered under the Investment Company Act of 1940,” for “section 78l of this title” and “authorization, or information statement” for “or authorization”.

Subsec. (c). Pub. L. 101–550, § 302(b), substituted “title, or a security issued by an investment company registered under the Investment Company Act of 1940,” for “title”.

1985—Subsec. (b). Pub. L. 99–222 designated existing provision as par. (1), inserted “or any bank, association, or other entity that exercises fiduciary powers,” after “under this chapter,”, and added par. (2).

1983—Subsec. (g). Pub. L. 98–38 added subsec. (g).

1970—Subsec. (d)(1). Pub. L. 91–567, § 3, included equity securities of an insurance company which would have been required to be registered except for the exemption contained in section 78l(g)(2)(G) of this title, and substituted “5 per centum” for “10 per centum”.

Subsec. (d)(8). Pub. L. 91–567, § 4, struck out cl. (A) which excluded offers for, or invitations for tenders of, securities proposed to be made by means of a registration statement under the Securities Act of 1933, and redesignated cls. (B) to (D) as (A) to (C), respectively.

Subsec. (e). Pub. L. 91–567, § 5, inserted provisions requiring the Commission, for the purposes of the subsection, by rules and regulations to define, and prescribe means reasonably designed to prevent, such acts and practices as are fraudulent, deceptive, or manipulative.

1968—Subsecs. (d) to (f). Pub. L. 90–439 added subsecs. (d) to (f).

1964—Subsec. (a). Pub. L. 88–467, § 5(a), substituted provisions which make it unlawful for any person, in contravention of the Commission’s rules and regulations, to solicit, or to permit the use of his name to solicit, proxies in respect of any security registered pursuant to section 78l of this title for former provisions which limited the Commission’s rulemaking authority to proxies relating to securities listed and registered on a national securities exchange.

Subsec. (b). Pub. L. 88–467, § 5(b), substituted provisions which make it unlawful for members of a national securities exchange and brokers and dealers registered under this chapter, in contravention of such rules as may be prescribed by the Commission, to give, or to refrain from giving proxies, consents, and other authorizations in respect of any security registered under section 78l of this title carried for the account of customers for former provisions which limited the Commission’s rulemaking authority only to the giving of proxies in respect to listed securities carried for the account of customers by members of the national securities exchanges and by brokers or dealers who conduct business through the medium of an exchange member, and deleted the reference to brokers and dealers who transacted business through the medium of an exchange member as being now covered by brokers and dealers registered under this chapter.

Subsec. (c). Pub. L. 88–467, § 5(c), added subsec. (c).

### Statutory Notes and Related Subsidiaries

### Effective Date of 2010 Amendment

Amendment by sections 953(a), 955, and 971(a) of Pub. L. 111–203 effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as an Effective Date note under section 5301 of Title 12, Banks and Banking.

Amendment by section 991(b)(3) of Pub. L. 111–203 effective Oct. 1, 2011, see section 991(b)(4) of Pub. L. 111–203, set out as a note under section 77f of this title.

### Effective Date of 2002 Amendment

Amendment by Pub. L. 107–123 effective Oct. 1, 2001, except that authorities provided by subsec. (g)(9) of this section to not apply until Oct. 1, 2002, see section 11 of Pub. L. 107–123, set out as a note under section 78ee of this title.

### Effective Date of 1990 Amendment

Pub. L. 101–550, title III, § 303, Nov. 15, 1990, 104 Stat. 2721, provided that: “The amendments made by section 302 of this title [amending this section] shall take effect upon the expiration of 180 days after the date of enactment of this Act [Nov. 15, 1990].”

### Effective Date of 1985 Amendment

Pub. L. 99–222, § 3, Dec. 28, 1985, 99 Stat. 1737, provided that: “The amendments made by this Act [amending this section] shall become effective one year after the date of enactment of this Act [Dec. 28, 1985].”

### Effective Date of 1964 Amendment

Amendment by Pub. L. 88–467 effective Aug. 20, 1964, see section 13 of Pub. L. 88–467, set out as a note under section 78c of this title.

### Regulations

Pub. L. 111–203, title IX, § 971(b), (c), July 21, 2010, 124 Stat. 1915, provided that: Regulations.—The Commission may issue rules permitting the use by a shareholder of proxy solicitation materials supplied by an issuer of securities for the purpose of nominating individuals to membership on the board of directors of the issuer, under such terms and conditions as the Commission determines are in the interests of shareholders and for the protection of investors. Exemptions.—The Commission may, by rule or order, exempt an issuer or class of issuers from the requirement made by this section [amending this section] or an amendment made by this section. In determining whether to make an exemption under this subsection, the Commission shall take into account, among other considerations, whether the requirement in the amendment made by subsection (a) disproportionately burdens small issuers.”

[For definitions of terms used in section 971(b), (c) of Pub. L. 111–203, set out above, see section 5301 of Title 12, Banks and Banking.]

Pub. L. 103–202, title III, § 302(b), Dec. 17, 1993, 107 Stat. 2363, provided that: “The Securities and Exchange Commission shall conduct rulemaking proceedings and prescribe final regulations under the Securities Act of 1933 [15 U.S.C. 77a et seq.] and the Securities Exchange Act of 1934 [15 U.S.C. 78a et seq.] to implement the requirements of section 14(h) of the Securities Exchange Act of 1934 [15 U.S.C. 78n(h)], as amended by subsection (a), and such regulations shall become effective not later than 12 months after the date of enactment of this Act [Dec. 17, 1993].”

### Rule of Construction—No New Disclosure Requirements

Amendment by Pub. L. 117–263 not to be construed to require certain additional information to be collected or disclosed, see section 5826 of Pub. L. 117–263, set out as a note under section 77g of this title.

### Construction of 1993 Amendment

Amendment by Pub. L. 103–202 not to limit authority of Securities and Exchange Commission, a registered securities association, or a national securities exchange under any provision of this chapter or preclude the Commission or such association or exchange from imposing a remedy or procedure required to be imposed under such amendment, see section 304(b) of Pub. L. 103–202, set out in an Effective Date of 1993 Amendment note under section 78f of this title.

### Study and Report on Shareholder Access to Proxy Statements

Pub. L. 104–290, title V, § 510(b), Oct. 11, 1996, 110 Stat. 3450, provided that the Securities and Exchange Commission should conduct a study to determine if shareholder access to proxy statements pursuant to this section had been impaired by recent statutory, judicial, or regulatory changes and the ability of shareholders to have proposals relating to corporate practices and social issues included as part of proxy statements, and provided that the Commission report the study and any recommendations to Congress by 1 year after Oct. 11, 1996.

### Evaluation of Fairness Opinion Preparation, Disclosure, and Use

Pub. L. 103–202, title III, § 302(c), Dec. 17, 1993, 107 Stat. 2363, provided that the Comptroller General of the United States should, within 18 months after Dec. 17, 1993, conduct a study of the use of fairness opinions in limited partnership rollup transactions, the standards which preparers use in making determinations of fairness, the scope of review, quality of analysis, qualifications and methods of selection of preparers, costs of preparation, and any limitations imposed by issuers on such preparers, the nature and quality of disclosures provided with respect to such opinions, any conflicts of interest concerning such opinions, and the usefulness of the opinions to limited partners, with a report required to be sent to Congress by the end of the 18-month period.

### Adjustment of Registration Fee Rate

By order dated Aug. 25, 2023, the Securities and Exchange Commission adjusted the fee rates applicable under subsec. (g) of this section to $147.60 per $1,000,000, effective Oct. 1, 2023, see 88 F.R. 59953.

By order dated Aug. 25, 2022, the Securities and Exchange Commission adjusted the fee rates applicable under subsec. (g) of this section to $110.20 per $1,000,000, effective Oct. 1, 2022, see 87 F.R. 53030.

By order dated Aug. 23, 2021, the Securities and Exchange Commission adjusted the fee rates applicable under subsec. (g) of this section to $92.70 per $1,000,000, effective Oct. 1, 2021, see 86 F.R. 47696.

By order dated Aug. 26, 2020, the Securities and Exchange Commission adjusted the fee rates applicable under subsec. (g) of this section to $109.10 per $1,000,000, effective Oct. 1, 2020, see 85 F.R. 53890.

By order dated Aug. 23, 2019, the Securities and Exchange Commission adjusted the fee rates applicable under subsec. (g) of this section to $129.80 per $1,000,000, effective Oct. 1, 2019, see 84 F.R. 45601.

By order dated Aug. 24, 2018, the Securities and Exchange Commission adjusted the fee rates applicable under subsec. (g) of this section to $121.20 per $1,000,000, effective Oct. 1, 2018, see 83 F.R. 44101.

By order dated Aug. 24, 2017, the Securities and Exchange Commission adjusted the fee rates applicable under subsec. (g) of this section to $124.50 per $1,000,000, effective Oct. 1, 2017, see 82 F.R. 41080.

By order dated Aug. 30, 2016, the Securities and Exchange Commission adjusted the fee rates applicable under subsec. (g) of this section to $115.90 per $1,000,000, effective Oct. 1, 2016, see 81 F.R. 61283.

By order dated Aug. 26, 2015, the Securities and Exchange Commission adjusted the fee rates applicable under subsec. (g) of this section to $100.70 per $1,000,000, effective Oct. 1, 2015, see 80 F.R. 52824.

By order dated Aug. 29, 2014, the Securities and Exchange Commission adjusted the fee rates applicable under subsec. (g) of this section to $116.20 per $1,000,000, effective Oct. 1, 2014, see 79 F.R. 52771.

By order dated Aug. 30, 2013, the Securities and Exchange Commission adjusted the fee rates applicable under subsec. (g) of this section to $128.80 per $1,000,000, effective Oct. 1, 2013, see 78 F.R. 54934.

By order dated Aug. 31, 2012, the Securities and Exchange Commission adjusted the fee rates applicable under subsec. (g) of this section to $136.40 per $1,000,000, effective Oct. 1, 2012, see 77 F.R. 55240.

By order dated Aug. 31, 2011, the Securities and Exchange Commission adjusted the fee rates applicable under subsec. (g) of this section to $114.60 per $1,000,000, effective Oct. 1, 2011, see 76 F.R. 55139.

### Executive Documents

### Transfer of Functions

For transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title.