-- -39386 Federal Register / Vo 

SECURITIES AND EXCHANGE 


COMMISSION 


17 CFR Part 249 

[Release No.34-1 5979 1 

Requests for Confidential Treatment 


of lnformation Filed by Institutional 


Investment Managers 


AGENCY: Securites and Exchange 


Commission. 


ACTION: Amendment of instructions to 


form. 
--.____ _- -

SUMMARY: The Commission announces 

amendment of a form governing the 

reporting requirements of institutional 

investment managers exercising 

investment discretion over accounts 

having in the aggregate more than 

$100,000.~ in exchange-traded or 

NASDAQ-quoted equity securities. Only 

the instruction in the form pertaining to 

requests for confidential treatment is 

being amended. The amendment is 

intended to clarify the procedural and 

substantive criteria such requests must 

satisfy before they may be granted. This 

action is being taken because a review 

of the requests for confidential 

treatment received so far suggests that 

there is uncertainty on the part of many 

institutional investment managers about 

the applicable standards. 

EFFECTIVE DATE: June 28,1979. 

FOR FURTHER INFORMATION CONTACT: 

Lawrence R. Bardfeld, Esq. (202-755 

0212), Division of Investment 

Management, Securities and Exchange 

Commission, 500 North Capitol Street, 

Washington, D.C. 20549. 

SUPPLEMENTARY INFORMATION: On June 

15,1978, the Securities and Exchange 

Commission (the "Commission") 

announced the adoption of Securities 

Exchange Act Rule 13f-1 117 CFR 

240.13f-I] and related Form 13F [17 CFR 

249.3251, pursuant to Section 13(f) of the 

Securities Exchange Act of 1934 [15 

U.S.C. 78a et seq. as amended by Pub. L. 

No. 94-29 (June 4,197511 (the "Exchange 

Act"].'Under the rule, as amended 

effective February 5, 1979,'an 

institutional investment manager 

exercising investment discretion (as 

defined in Section 3(a](35) of the 

Exchange Act [15 U.S.C. 78(c](a](35)]) 

with respect to accounts having 

$10WOO.000 or more in exchange-traded 

or NASDAQ-quoted equity securities on 

the last trading day of any of the twelve 

months of a calendar year must file five 

copies of Form 13F with the Commission 

'Exchange Act Release No. 14852 dated June 15. 

1978 143 FR 26700, June 22.1978J. 

'Exchange Acl Release No. 15461dated January 

5.1979 I44 FR 3033, January 15.1979]. 

44, No. 131 / Friday, July 6, 1979 / 

and, if a bank, with the appropriate 

agency. 'The form must be filed within 45 

days after the last day of such calendar 

year and within 45 days after the last 

day of the first three calendar quarters 

of the subsequent year. The form 

requires the reporting of the name of the 

issuer, and the title of class, CUSIP 

number, number of shares or principal 

amount in the case of convertible debt. 

and aggregate fair market value of each 

such equity security held. The form also 

requires information concerning the 

nature of investment discretion and 

voting authority possessed. The rule 

implemented the institutional disclosure 

program mandated by Congress in 

Section 13[f) of the Exchange Act. 

Section 13(f)(3) of the Exchange Act 

requires that in general the Commission 

make the information in reports on Form 

13E' promptly available to the public, but 

further provides that: 

The Commission, as it determines to be 

necessary or appropriate in the public 

interest or for the protection of investors, 

may delay or prevent public disclosure of any 

such information in accordance with section 

552 of title 5, United States Code [the 

Freedom of lnformation Act]. 

Notwithstanding the preceding sentence, any 

such information identifying the securities 

held by the account of a natural person or an estate or trust (other than a business trust or 

investment company] shall not be disclosed 

to the public. 

General Instruction D of Fotm 13F 

provides: 

D. Confidentiality. Pursuant to section 

13(f)(3) of the Act [15 U.S.C. 78m(f)(3)], the 

Commission shall not disclose to the public 

information identifying the securities held by 

the account of a natural person or an estate 

ur trust (other than a business trust or 

investment company). Therefore, a Manager 

filing a report on Form 13F which includes 

such.information shall submit a separate 

statement clearly identifying that information 

with reference to the appropriate Item and name of issuer, title of class and CUSIP 

number, including suffix and check digit. 

In addition, the Commission may, as it 

determines necessary or appropriate in the 

public interest, delay or prevent public 

disclosure of any information filed under 

section 13(Q of the Act, in accordance with 

section 552 of Title 5. United States Code [5 

U.S.C. 5521. Requests for delay or prevention 

of public disclosure should identify clearly 

the information for which the request is 

made, as well as the provision(s) of section 

552 of Title 5. United States Code, upon 

which the request is b~sed and should 

include a statement setting forth the request 

and the reasons for the applicability of such 

provision(s). 

In addition to these general 

instructions, Rule 24b-2 under the 

Exchange Act [17 CFR 240.24b-21 

establishes procedures which apply to 

Rules and Regulations 

any person who requests confiden

treatment of information filed with 

Commission under the Exchange A

However, a review of the requests 

confidential treatment received so 

suggests that the absence of a wec

reference to Rule 24b-2 in Genera

Instruction D may have created an 

ambiguity as to the requirements 

applicable to requests for confiden

treatment of information containe

Form 13F. Some of the requests re

for confidential treatment, especia

those seeking confidential treatme

accordance with the Freedom of 

Information Act," were broad in s

and conclusory in nature. Since th

purpose of Section 13(f) is to requ

extensive disclosure of the invest

activities of institutions, confiden

treatment can be granted only to 

managers who can make an affirm

showing that they satisfy the stan

of Section 13(f)(3). In the case of 

information about natural person

estates, or trusts, meeting the stan

requires only an adequate showin

such information would in fact be 

ievealed. Other types of informat

may not be granted confidential 

treatment unless the manager 

demonstrates that an exemption 

the Freedom of Information Act i

available, and the Commission sh

exercise its discretion to assert su

exemption. Moreover, any grant o

confidential treatment would hav

limited in scope and duration to w

the manager had shown a need fo

~ccordingl~, managers seeking 

confidential treatment must provi

sufficient factual information to e

the Commission to make an infor

independent decision. 

To clarify the requirements app

to requests for confidential treatm

and to assist managers in determi

what points to address, the Comm

is amending General Instruction D 

Form 13F. The amendment makes 

that requests for confidential trea

must be made in accordance with 

24b-2 under the Exchange Act an

forth factors which should, amon

others, be addressed by persons m

certain types of requests for conf

treatment. 

Consistent with Section 23(a](2

Exchange Act [15 U.S.C. 78w(a)(2

Commission has determined that 

action would have no significant 

on competition since it is intended 

to provide guidance on how to co

with existing legal standards. As 

required by Section 13(f)(4) of the 

Exchange Act the Commission ha

determined that this action is nec

or appropriate in the public intere
'J' 

;o 2 

39

I 

Federal Register / Vol. 44, No. 131 1 Friday, July 6,1979 1 Rules and Regulations 

6- ---

for the protection of investors, and to 

maintain fair and orderly markets. 

Authority; Effective Date; Amendment. 

The Commission hereby amends Form 

13F, effective immediately, pursuant to 

the authority set forth in Sections 3(b], 

13(f) and 23 of the Exchange Act 115 

[J.S.C. 78c(b), 78nl(fJ and 78wj. The 

Commission finds that the changes in 

the form are technical in nature and do no more than clarify existing 

requirements, so that notice and public 

procedure are not necessary and the 

amendments nlay be made effective 

immediately [5 U.S.C. 553(b). Id)]. 

Accordingly, General Instruction D of 

the form prescribed in Section 249.325 of 

'l'i tle I 7 of the Code of Federal 

Regi~lations is amended to provide as 

follows: 

5 249.325 Form 13F, report of institutional 

investment manager pursuant to Section 

13(f) of the Securities Exchange Act of 

1934. 

* * * * * 

General Instructions 

i * * t * 

D. I'ursuant to section 13(f)(3) of the Act (15 

U.S.C. 7Hm(f)(3)], the Commission (1) may 

prevcnt or delay public disclosure of 

information on this form in accordance with 

section 552 of Title 5 United States Code. the 

Freedom of Information Act [5 U.S.C. 5521. 

arid (2) shall not disclose inforn~ation on this 

form idrmtifying securities held by the 

accorirlt of a natural person or an estate or 

trtlsl (other than a husiness trust or 

investrrlent company). Requests for 

confirlential tieatment.of information on this 

a. Describe the investment strategy being 

followed with respect to the relevant 

securities holdings. inctuding the extent of 

any program of acquisition and disposition 

(note that the tenn "investment strategy," as 

used in this instruction. also includes 

activities such as risk arbitrage and block 

positioning); 

tl. Explain why public disclosure of the 

securities holdings would, in fact, be likely to 

reveal the investment strategy; consider this 

matter in light of the specific reporting 

requirements of Form 13F (e.g., securities 

holdings are reported only quarterly and may 

be aggre~ated in many cases); 

c. Demonstr;ite that such revelation of an 

investment strategy would be premature; 

intiicate whether the manager was engaged in 

a program of acquisition or disposition of the 

security both at the end of the quarter and at 

the time of the filing; address whether the 

existence of such a program nlay otherwise 

be known to the put~lic; and 

d. Demonstrate that failure to grant the 

request for confidential treatment would be 

tikely to cause substantial harm to the 

rn"j"ir"scompetitive position: show what --- ~ 

Elsewhere in this issue of the Federal 

Register, FDA announces withdrawa

the NADA's. 

DATES: This action is effective with 

respect to the manufacture and 

shipment of DES animal drugs on Jul

13, 1979; it is effective with respect to 

the use of DES animal drugs and the 

manufacture, shipment, and use of fe

containing DES on July 20, 1979; it wi

not be made effective with respect to 

edible products of animals treated w

DES solely before the effective date 

use of DES animal drugs and DEStreated animal feeds. 

FOR FURTHER INFORMATION CONTACT

Constantine Zervos, Scientific Liaiso

and Intelligence Staff (I-IFY-31), Food 

and Drug Administration, 1Iep;lrtrnen

Health, Education, and Welfare, 5600 

Fishers Lane, Rot:kville, MD 20857, 3

4434490. 

SUPPLEMENTARY INFORMATION: 

Elsewhere in this issuc of the Federa

Register, FDA announces the 

withdrawal, after an evidentiary 

hearing, of the approval of NADA's 

10421,10964,11295,11485,12553,152

31446, 34916, 44344, 45SR1, and 45982

These NADA's are For DES implants 

liquid and dry feed premixes for use 

cattle and sheep. 

21 CFR 522.640 and 558.225 provid

information concerning the NADA's 

whose approval has been withdrawn

FDA is at this time revoking those 

regulations, and their cross-referenc

pursuant to 21 U.S.C. 380b(i). 

9 522.640 [Revokedl 

5 558.76 [Amended] 

5 558.78 [Amended] 

Therefore, under the Federal Food

Drug, and Cosmetic Act (sec. 512. 82 

Stat. 343-351 (21 U.S.C. 360b)) and un

authority delegated to the Commissi

ofVFood and Drugs I21 CFR 5.1). Chap

I of Title 21 of the Code of Federal 

Regulations is amended in Part 522 b

revoking 5 522.640 Diethylstilbestrol

and in Part 558 by deleting paragraph 

(e)[3)(v) in 5 558.76 Bncitraciz~ 

methylene disalicylate; by deleting 

paragraph (e)[3)(iv) in 5 558.78 

Bacitracin, zinc; and by revoking 

558.225 Diethylstilbestrol. 

EFFECTIVE DATE: This rule is effectiv

with respect to the manufacture and 

shipment of DES animal drugs on Jul

13, 1979; it is effective with respect to 

the use of DES animal drugs and the 

manufacture, shipment, and use of fe

containing DES on July 20, 1979; it wi

not be made effective with respect to 

us pf, ompetitors could make of the 

inforkation and how harm to the manager 

could ensue. 

3. If the Commission grants a request for 

confidential treatment, it may delete details 

which would identify the manager and use 

the information in tabulations required by 

Section 13(f)(3) absent separate showing that 

such use of information could be harmful. 

By the Commission. 


Dated: June 28. 1979. 


George A. Fitzsimmons. 


Secretary. 

[ITDoc. 79-20888 F~led74-79:8:45 am] 

BILLING CODE 80104l-Y 

DEPARTMENT OF HEALTH, 

EDUCATION, AND WELFARE 

Food and Drug Administration 

21 CFR Parts 522 and 558 

[Docket No. 76N-00021 

Diethylsti!bestrol (DES) in Edible 

Tissues of Cattle and Sheep; 

Revocations 

AGENCY: Food and Drug Administration. 

ACTION: Final Rule. 

SU?AMARY:The Food and Drug 

Administration (FDA) is revoking the 

animal drug regulations that provide 

information about new animal drug 

applications (NADA's) for the use of 

DES in cattle and sheep as an additive 

to animal feed and as a subcutaneous 

implant. This action is based on the 

withdrawal of approval of NADA's 

following an evidentiary hearing. -

form should be made in accordance with Rule 

24b-2 tinder the Exchange Act 117 CFR 

240.24b-Z], except that requests seeking to 

prevent disclosure of information identifying 

the securities held by the account of a natural 

person or an estate or trust (other than a 

business trust or investment company] need 

not, in complying with paragraph b(Z)(ii) of 

Rule 24b-2, include an analysis of any 

applicable exemptions from disclosure under 

the Commission's rules and regulations 

adopted under the Freedom of Information 

Act 117 CFR 200.801. 

A manager requesting confidential 

treatment in accordance with the Freedom of 

Information Act must provide enough factual 

support for its request to enable the 

Comn~issionto make an informed judgment 

as to the merits of the request. The request 

should address all pertinent factors. including 

such of the following as may be relevant: 

1. If confidential treatment is requested as 

to more than one holding of securities. 

discuss each holding separately unless class 

or classes of holdings can be identified as to 

which the nature of the factual circun~stances 

and the legal analysis are substantially the 

same: 

2. If a request for confidential treatment is 

based upon a claim that the subject 

information is confidential commercial or . financial information: