SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SEC 1661 (09-21)

Supplemental Information for Entities Directed to Supply Information to the Commission 

Other Than Pursuant to Commission Subpoena

A. Freedom of Information Act

The Freedom of Information Act, 5 U.S.C. 552 (the “FOIA”), generally provides for disclosure of information to the public. 

Rule 83 of the Commission’s Rules on Information and Requests, 17 CFR 200.83, provides a procedure by which a person 

can make a written request that information submitted to the Commission not be disclosed under the FOIA. That rule states 

that no determination as to the validity of such a request will be made until a request for disclosure of the information under 

the FOIA is received. Accordingly, no response to a request that information not be disclosed under the FOIA is necessary 

or will be given until a request for disclosure under the FOIA is received. If you desire an acknowledgement of receipt of your 

written request that information not be disclosed under the FOIA, please provide a duplicate request, together with a 

stamped, self-addressed envelope.

B. Authority for Solicitation of the Information

1. Mandatory Information. 

(a) All records of persons identified in Section 17(a) of the Securities Exchange Act of 1934 and investment 

advisers, including but not limited to required records, must be made available for examination by 

representatives of the Commission.1 See Sections 17(a) and (b) of the Securities Exchange Act of 1934 and 

rules thereunder, and Section 204 of the Investment Advisers Act of 1940 and rules thereunder. Records 

required to be maintained and preserved pursuant to Section 31(a) of the Investment Company Act of 1940 

and rules thereunder must be made available for examination by representatives of the Commission. See 

Section 31(b) of the Investment Company Act of 1940. Other persons subject to examination by 

representatives of the Commission pursuant to the Federal securities laws and rules must make certain 

records, as described by statute or rule, available for examination by representatives of the Commission.2 See 

Sections 13(n)(2), 13A(c)(2), and 15F(f)(1)(C) of the Securities Exchange Act of 1934 and Section 32(c) of the 

Investment Company Act of 1940.

(b) Security-based swap execution facilities registered with the Commission are required to provide certain 

information to the Commission pursuant to Section 3D(d)(5) of the Securities Exchange Act of 1934.

(c) Persons subject to Section 106 of the Sarbanes-Oxley Act of 2002, as amended by the Dodd-Frank Wall 

Street Reform and Consumer Protection Act, 15 U.S.C. 7216, shall make any production required by that 

section. 

(d) The Commodity Exchange Act requires certain persons who are required to maintain books and records 

prescribed by the United States Commodity Futures Trading Commission to keep certain books and records 

open to inspection and examination by the Commission or representatives of the Commission. 

2. Other Information. The production of information other than the records and documents described in paragraph B.1 

above is voluntary.

C. Effect of Not Supplying Information

1. Mandatory Information.

(a) A willful failure to permit inspection by authorized Commission personnel of the records and documents 

described in paragraph B.1 may result in criminal fines and imprisonment. See Section 32 of the Securities 

Exchange Act, Section 49 of the Investment Company Act, and Section 217 of the Investment Advisers Act.

(b) Failure to produce the records and documents described in paragraph B.1 for inspection, and/or aiding or 

abetting someone in such failure may have the following consequences: (i) regulated persons may be 

censured or their registration and/or exchange or association status may be suspended, revoked, or subject to 

various other sanctions; (ii) members of national securities exchanges may be censured, suspended or 

expelled from membership; and (iii) members of a registered securities association may be censured, 

suspended or expelled from membership in a registered association, or subject to various other sanctions. 

 1Section 204(a) of the Investment Advisers Act of 1940 provides that all records of investment advisers, other than investment advisers 

specifically exempt from registration pursuant to Section 203(b) of the Act, are subject to examination by representatives of the 

Commission.

2 Any person that is subject to regulation and examination by a Federal financial institution regulatory agency (as defined under 18 

U.S.C. 212(c)(2)) may satisfy an examination request, information request, or document request described under Section 204(d)(1) of 

the Investment Advisers Act or Section 31(b)(4)(A) of the Investment Company Act of 1940, by providing the Commission with a 

detailed listing, in writing, of the securities, deposits or credits of the client or registered investment company within the custody or use of 

such person. See Section 204(d)(2) of the Investment Advisers Act of 1940 and Section 31(b)(4)(B) of the Investment Company Act of 

1940.
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Employees of and persons associated with the foregoing may be suspended or barred from association with 

regulated entities and/or they may be censured or subject to various other sanctions.

(c) If there is a failure to permit inspection of the records and documents described in paragraph B.1, the 

Commission may seek an injunction against, among other things, continuing to fail to permit an inspection. 

The continuance of such failure thereafter may result in civil and/or criminal sanctions for contempt of court.

(d) A willful refusal to comply with a request, in whole or in part, under Section 106 of the Sarbanes-Oxley Act of 

2002, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act, 15 U.S.C. 7216,

may result in civil or administrative remedies or sanctions.

2. Other Information. There are no direct sanctions and thus no direct effects for failure to provide all or any part of 

the information requested to be supplied on a voluntary basis.

D. False Statements and Documents

Section 1001 of Title 18 of the United States Code provides that fines and terms of imprisonment may be imposed upon:

[W]hoever, in any matter within the jurisdiction of the executive, legislative, or judicial branch of the 

Government of the United States, knowingly and willfully--

(1) falsifies, conceals, or covers up by any trick, scheme, or device a material fact;

(2) makes any materially false, fictitious, or fraudulent statement or representation; or

(3) makes or uses any false writing or document knowing the same to contain any materially false, 

fictitious, or fraudulent statement or entry.

Section 1519 of Title 18 of the United States Code provides that fines and terms of imprisonment may be imposed upon:

Whoever knowingly alters, destroys, mutilates, conceals, covers up, falsifies, or makes a false entry in 

any record, document, or tangible object with the intent to impede, obstruct, or influence the investigation 

or proper administration of any matter within the jurisdiction of any department or agency of the United 

States . . ., or in relation to or contemplation of any such matter.

E. Submissions and Settlements

Rule 5(c) of the Commission’s Rules on Informal and Other Procedures, 17 CFR 202.5(c), states:

Persons who become involved in . . . investigations may, on their own initiative, submit a written 

statement to the Commission setting forth their interests and position in regard to the subject matter of 

the investigation. Upon request, the staff, in its discretion, may advise such persons of the general nature 

of the investigation, including the indicated violations as they pertain to them, and the amount of time that 

may be available for preparing and submitting a statement prior to the presentation of a staff 

recommendation to the Commission for the commencement of an administrative or injunction 

proceeding. Submissions by interested persons should be forwarded to the appropriate Division Director 

or Regional Director with a copy to the staff members conducting the investigation and should be clearly 

referenced to the specific investigation to which they relate. In the event a recommendation for the 

commencement of an enforcement proceeding is presented by the staff, any submissions by interested 

persons will be forwarded to the Commission in conjunction with the staff memorandum.

The staff of the Commission routinely seeks to introduce submissions made pursuant to Rule 5(c) as evidence in 

Commission enforcement proceedings, when the staff deems appropriate.

Rule 5(f) of the Commission’s Rules on Informal and Other Procedures, 17 CFR 202.5(f), states:

In the course of the Commission’s investigations, civil lawsuits, and administrative proceedings, the staff, 

with appropriate authorization, may discuss with persons involved the disposition of such matters by 

consent, by settlement, or in some other manner. It is the policy of the Commission, however, that the 

disposition of any such matter may not, expressly or impliedly, extend to any criminal charges that have 

been, or may be, brought against any such person or any recommendation with respect thereto. 

Accordingly, any person involved in an enforcement matter before the Commission who consents, or 

agrees to consent, to any judgment or order does so solely for the purpose of resolving the claims 

against him in that investigative, civil, or administrative matter and not for the purpose of resolving any 

criminal charges that have been, or might be, brought against him. This policy reflects the fact that 

neither the Commission nor its staff has the authority or responsibility for instituting, conducting, settling, 

or otherwise disposing of criminal proceedings. That authority and responsibility are vested in the 

Attorney General and representatives of the Department of Justice.

F. Principal Uses of Information

The Commission’s principal purpose in soliciting the information is to gather facts in order to determine whether any person 

has violated, is violating, or is about to violate any provision of the federal securities laws or rules for which the Commission 

has enforcement authority, such as rules of securities exchanges and the rules of the Municipal Securities Rulemaking 

Board. Facts developed may, however, constitute violations of other laws or rules. Information provided may be used in 

Commission and other agency enforcement proceedings. Unless the Commission or its staff explicitly agrees to the contrary 

in writing, you should not assume that the Commission or its staff acquiesces in, accedes to, or concurs or agrees with, any 

position, condition, request, reservation of right, understanding, or any other statement that purports, or may be deemed, to
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be or to reflect a limitation upon the Commission’s receipt, use, disposition, transfer, or retention, in accordance with 

applicable law, of information provided.

G. Routine Uses of Information

The Commission often makes its files available to other governmental agencies, particularly United States Attorneys and 

state prosecutors. There is a likelihood that information supplied by you will be made available to such agencies where 

appropriate. Whether or not the Commission makes its files available to other governmental agencies is, in general, a 

confidential matter between the Commission and such other governmental agencies.

Set forth below is a list of the routine uses which may be made of the information furnished.

1. To appropriate agencies, entities, and persons when (1) the SEC suspects or has confirmed that there has been a breach 

of the system of records, (2) the SEC has determined that as a result of the suspected or confirmed breach there is a risk of 

harm to individuals, the SEC (including its information systems, programs, and operations), the Federal Government, or 

national security; and (3) the disclosure made to such agencies, entities, and persons is reasonably necessary to assist in 

connection with the SEC’s efforts to respond to the suspected or confirmed breach or to prevent, minimize, or remedy such 

harm.

2. To other Federal, state, local, or foreign law enforcement agencies; securities self-regulatory organizations; and foreign 

financial regulatory authorities to assist in or coordinate regulatory or law enforcement activities with the SEC.

3. To national securities exchanges and national securities associations that are registered with the SEC, the Municipal 

Securities Rulemaking Board; the Securities Investor Protection Corporation; the Public Company Accounting Oversight 

Board; the Federal banking authorities, including, but not limited to, the Board of Governors of the Federal Reserve System, 

the Comptroller of the Currency, and the Federal Deposit Insurance Corporation; state securities regulatory agencies or 

organizations; or regulatory authorities of a foreign government in connection with their regulatory or enforcement 

responsibilities.

4. By SEC personnel for purposes of investigating possible violations of, or to conduct investigations authorized by, the 

Federal securities laws.

5. In any proceeding where the Federal securities laws are in issue or in which the Commission, or past or present members 

of its staff, is a party or otherwise involved in an official capacity.

6. In connection with proceedings by the Commission pursuant to Rule 102(e) of its Rules of Practice, 17 CFR 201.102(e).

7. To a bar association, state accountancy board, or other Federal, state, local, or foreign licensing or oversight authority; or 

professional association or self-regulatory authority to the extent that it performs similar functions (including the Public 

Company Accounting Oversight Board) for investigations or possible disciplinary action.

8. To a Federal, state, local, tribal, foreign, or international agency, if necessary to obtain information relevant to the SEC’s 

decision concerning the hiring or retention of an employee; the issuance of a security clearance; the letting of a contract; or 

the issuance of a license, grant, or other benefit.

9. To a Federal, state, local, tribal, foreign, or international agency in response to its request for information concerning the 

hiring or retention of an employee; the issuance of a security clearance; the reporting of an investigation of an employee; the 

letting of a contract; or the issuance of a license, grant, or other benefit by the requesting agency, to the extent that the 

information is relevant and necessary to the requesting agency’s decision on the matter.

10. To produce summary descriptive statistics and analytical studies, as a data source for management information, in 

support of the function for which the records are collected and maintained or for related personnel management functions or 

manpower studies; may also be used to respond to general requests for statistical information (without personal 

identification of individuals) under the Freedom of Information Act.

11. To any trustee, receiver, master, special counsel, or other individual or entity that is appointed by a court of competent 

jurisdiction, or as a result of an agreement between the parties in connection with litigation or administrative proceedings 

involving allegations of violations of the Federal securities laws (as defined in section 3(a)(47) of the Securities Exchange

Act of 1934, 15 U.S.C. 78c(a)(47)) or pursuant to the Commission’s Rules of Practice, 17 CFR 201.100 through 900 or the 

Commission’s Rules of Fair Fund and Disgorgement Plans, 17 CFR 201.1100 through 1106, or otherwise, where such 

trustee, receiver, master, special counsel, or other individual or entity is specifically designated to perform particular 

functions with respect to, or as a result of, the pending action or proceeding or in connection with the administration and 

enforcement by the Commission of the Federal securities laws or the Commission’s Rules of Practice or the Rules of Fair 

Fund and Disgorgement Plans.

12. To any persons during the course of any inquiry, examination, or investigation conducted by the SEC’s staff, or in 

connection with civil litigation, if the staff has reason to believe that the person to whom the record is disclosed may have

further information about the matters related therein, and those matters appeared to be relevant at the time to the subject 

matter of the inquiry.

13. To interns, grantees, experts, contractors, and others who have been engaged by the Commission to assist in the 

performance of a service related to this system of records and who need access to the records for the purpose of assisting 

the Commission in the efficient administration of its programs, including by performing clerical, stenographic, or data 

analysis functions, or by reproduction of records by electronic or other means. Recipients of these records shall be required 

to comply with the requirements of the Privacy Act of 1974, as amended, 5 U.S.C. 552a.
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14. In reports published by the Commission pursuant to authority granted in the Federal securities laws (as such term is 

defined in section 3(a)(47) of the Securities Exchange Act of 1934, 15 U.S.C. 78c(a)(47)), which authority shall include, but

not be limited to, section 21(a) of the Securities Exchange Act of 1934, 15 U.S.C. 78u(a)).

15. To members of advisory committees that are created by the Commission or by Congress to render advice and 

recommendations to the Commission or to Congress, to be used solely in connection with their official designated functions.

16. To any person who is or has agreed to be subject to the Commission’s Rules of Conduct, 17 CFR 200.735-1 through 

200.735-18, and who assists in the investigation by the Commission of possible violations of the Federal securities laws (as 

such term is defined in section 3(a)(47) of the Securities Exchange Act of 1934, 15 U.S.C. 78c(a)(47)), in the preparation or 

conduct of enforcement actions brought by the Commission for such violations, or otherwise in connection with the 

Commission’s enforcement or regulatory functions under the Federal securities laws.

17. To a Congressional office from the record of an individual in response to an inquiry from the Congressional office made 

at the request of that individual.

18. To members of Congress, the press, and the public in response to inquiries relating to particular Registrants and their 

activities, and other matters under the Commission’s jurisdiction.

19. To prepare and publish information relating to violations of the Federal securities laws as provided in 15 U.S.C. 

78c(a)(47)), as amended.

20. To respond to subpoenas in any litigation or other proceeding.

21. To a trustee in bankruptcy.

22. To any governmental agency, governmental or private collection agent, consumer reporting agency or commercial

reporting agency, governmental or private employer of a debtor, or any other person, for collection, including collection by 

administrative offset, Federal salary offset, tax refund offset, or administrative wage garnishment, of amounts owed as a 

result of Commission civil or administrative proceedings.

23. To another Federal agency or Federal entity, when the SEC determines that information from this system of records is 

reasonably necessary to assist the recipient agency or entity in (1) responding to a suspected or confirmed breach or (2) 

preventing, minimizing, or remedying the risk of harm to individuals, the recipient agency or entity (including its information 

systems, programs, and operations), the Federal Government, or national security, resulting from a suspected or confirmed 

breach.

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Small Business Owners: The SEC always welcomes comments on how it can better assist small businesses. If you would 

like more information, or have questions or comments about federal securities regulations as they affect small businesses, 

please contact the Office of Small Business Policy, in the SEC’s Division of Corporation Finance, at 202-551-3460. If you 

would prefer to comment to someone outside of the SEC, you can contact the Small Business Regulatory Enforcement 

Ombudsman at http://www.sba.gov/ombudsman or toll free at 888-REG-FAIR. The Ombudsman’s office receives comments 

from small businesses and annually evaluates federal agency enforcement activities for their responsiveness to the special 

needs of small business.