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Fifth Street, NW., Washington, DC 20549.

(3) Electronic filings made through the Electronic Data Gathering, Analysis, and Retrieval system are publicly available through the Commission's Web site (http://www.sec.gov).

(d) Requests for Commission records and copies thereof—(1) Time and place of requests for access to Commission records. Requests for access to records available through the Commission's public reference facilities may be made in person during normal business hours at those facilities or by mail directed to the Public Reference Branch, Securities and Exchange Commission, Washington, DC 20549. In addition, access to agency records not available in the public reference facilities may be requested pursuant to the Freedom of Information Act. Such requests must be in writing, should be clearly and prominently identified by a legend on the first page, such as “Freedom of Information Act Request”, and should be addressed to the Freedom of Information Act Officer, SEC, Operations Center, 6432 General Green Way, Alexandria, VA 22312–2413. The request may also be made by facsimile (703–914–1149) or by Internet (foia/pa@sec.gov).

(2) Requests for copies of records. Requests for copies of Commission records available through the Commission's public reference facilities, including those listed in appendix A to this section, may be made directly to the appropriate facility either in person or by mail addressed to the Securities and Exchange Commission, Public Reference Branch, Washington, DC 20549. Levels of service and charges for copies are set out in the Commission's schedule of fees in appendix E to this section. Requests for copies of materials to which access has been granted pursuant to a Freedom of Information Act request will be processed pursuant to regulations found in this section in paragraphs (e)(9) and (e)(10) and at charges set out in appendix E to this section.

(3) Description of requested records. Each request for Commission records or copies thereof shall reasonably describe the records sought with sufficient specificity with respect to names, dates and subject matter to permit the

records to be located among the records maintained by or for the Commission. A person who has requested Commission records or copies thereof will be promptly advised if the records cannot be located on the basis of the description given and that further identifying information must be provided before his request can be satisfied.

(4) Normal availability. Records maintained in the Commission's public reference facilities or copies thereof will normally be made available in keeping with levels of service and fees set out in appendix E to this section. Records requested pursuant to the Freedom of Information Act will be made available as described in paragraphs (e)(9) and (e)(10) of this section.

(5) Initial determination; multi-track processing, and denials.-(i) Time within which to respond. When a request complies with the procedures in this section for requesting records under the Freedom of Information Act, a response shall be sent within 20 business days from the date the Office of Freedom of Information and Privacy Act Operations receives the request, except as described in paragraphs (d)(5)(ii) and (d)(5)(iii) of this section. If that Office has identified the requested records, the response shall state that the records are being withheld, in whole or in part, under a specific exemption or are being released.

(ii) Voluminous records. The amount of separate and distinct records which are demanded in a single request or the amount of time or work (or both) involved may be such that the review of the records cannot be completed within 20 business days, as prescribed in paragraph (d)(5)(i) of this section. In such a case, the Office of Freedom of Information and Privacy Act Operations shall inform the requester of the approximate volume of the records and give him or her the option of limiting the scope of the request to qualify for 20day processing or placing the request in the Commission's first-in, first-out (FIFO) system for reviewing voluminous records. In the latter case, the Office will inform the requester of the approximate time when the review will start. The FIFO system allows the Commission to serve all those requesting voluminous records on a first-come,

first-served basis, such that all releas- paragraph (d)(5) of this section or withable records sought will be released at in an extended period permitted under one time, unless the requester specifi- paragraph (d)(7) of this section, or cally requests that releasable records whose request has been denied under be released piecemeal as they are proc- paragraph (d)(5) of this section, may essed.

appeal the adverse decision or failure (iii) Expedited processing. The Office to respond to the General Counsel. of Freedom of Information and Privacy (i) The appeal shall be in writing, Act Operations shall grant a request shall be clearly and prominently idenfor expedited processing if the re- tified on the envelope or other cover quester demonstrates a compelling and at the top of the first page by a need for the records. “Compelling legend such as “Freedom of Informaneed” means that a failure to obtain tion Act Appeal," and shall identify the requested records on an expedited the record in the form in which it was basis could reasonably be expected to originally requested. pose an imminent threat to an individ- (ii) The appeal must be mailed to the ual's life or physical safety or, if the Office of Freedom of Information and requester is primarily engaged in dis- Privacy Act Operations, SEC, Operseminating information, an urgency to ations Center, 6432 General Green Way, inform the public of actual or alleged Alexandria, VA 22312–2413 or delivered Federal government activity. A com- to Room 1418 at that address, and a pelling need shall be demonstrated by a copy of it must be mailed to the Genstatement, certified to be true and cor- eral Counsel, Securities and Exchange rect to the best of the requester's Commission, 450 Fifth Street, NW, knowledge and belief. The Office of Washington, DC 20549 or delivered to Freedom of Information and Privacy Room 1012-B at that address. Act Operations shall notify the re- (iii) The appeal may include such quester of the decision to grant or deny facts and cite such legal or other authe request for expedited treatment thorities as the person submitting the within ten business days of the date of appeal may consider appropriate. the request. A request for records that (iv) The General Counsel shall have has been granted expedited processing the authority to grant or deny all apshall be processed as

as prac- peals, in whole or in part, and to reticable.

lease as an exercise of discretion (iv) Notice of denial. Any notification records exempt from mandatory discloof denial of any request for records sure under 5 U.S.C. 552(b). In approshall state the name and title or posi- priate cases he or she may, in his or tion of the person responsible for the her sole and unfettered discretion, denial of the request, the reason for the refer appeals to the Commission for dedecision, and the right of the requester termination. to appeal to the General Counsel. The (v) A determination with respect to decision shall estimate the volume of any appeal shall be made within twenrecords that are being withheld in their ty days (excepting Saturdays, Sundays entirety, unless giving such an esti- and legal public holidays) after the remate would harm an interest protected ceipt of such appeal or within such exby the applicable exemption. The tended period as may be permitted in amount of information redacted shall accordance with paragraph (d)(7) of be indicated on the released portion of this section. the record and, if technically feasible, (vi) A denial of an appeal in whole or at the place where the redaction is in part shall set forth the basis for the made.

denial, and shall advise the requester (v) Form of releasable records. Releas- that judicial review of the decision is able records shall be made available in available in accordance with 5 U.S.C. any form or format requested if they 552(a)(4). are readily reproducible in that form or (7) Extension of time to consider reformat.

quests and to consider administrative ap(6) Administrative review. Any person peals. In unusual circumstances, as who has received no response to a re- specified in this paragraph, the time quest within the period prescribed in limits prescribed in either paragraphs

soon

(d) (5) or (6) of this section may be extended by written notice to the person making a request for a record or a copy, setting forth the unusual circumstances for such extension and the date on which a determination is expected to be dispatched. No such notice shall specify a date that would result in an extension for more than ten business days, except as provided in paragraph (d)(8) of this section. As used in this paragraph, “unusual circumstances” means, but only to the extent reasonably necessary to the proper processing of the particular request:

(i) The need to search for and collect the requested records from field facilities or other establishments that are separate from the office processing the request. (Many records of the Commission are stored in Federal Records Centers in accordance with law-including many of the documents which have been on file with the Commission for more than 2 years and cannot be made available for several days after a request has been made. Other records may temporarily be located at a regional or district office of the Commission. Any person who has requested for personal examination a record stored at the Federal Records Center or temporarily located in a regional or district office of the Commission will be notified when and where the record will be made available to him. Any person who has ordered a copy of such record will be provided with a copy as soon as practicable). Some records have been disposed of in accordance with the Commission's Records Control Schedule (17 CFR 200.80(f)).

(ii) The need to search for, collect, and appropriately examine a voluminous amount of separate and distinct records which are demanded in a single request. (While every reasonable effort will be made fully to comply with each request as promptly as possible on a first-come, first-served basis, work done to search for, collect and appropriately examine records in response to a request for a large number of records will be contingent upon the availability of processing personnel in accordance with an equitable allocation of time to all members of the public

who have requested or wish to request records.)

(iii) The need for consultation, which shall be conducted with all practicable speed, with another agency having a substantial interest in the determination of the request or among two or more components within the Commission having substantial subject-matter interest therein.

(8) Inability to meet time limits. If a request for records cannot be processed within the time prescribed under paragraph (d)(7) of this section, the Commission shall so notify and give the requester an opportunity to modify the request so that it may be processed within that time or to arrange an alternative time for processing the request or a modified request.

(i) Records in use for another member of the public. Any record being inspected by or copied for another member of the public will be made available as soon as practicable.

(ii) Records in use by a member of the Commission or its staff. Although every effort will be made to make a record in use by a member of the Commission or its staff available when requested, it may occasionally be necessary to delay making such a record available when doing so at the time the request is made would seriously interfere with the work of the Commission or its staff.

(iii) Missing or lost records. Any person who has requested a record or copy will be notified if the record sought cannot be found. If he so requests, he will be notified if it should subsequently be located.

(9) Misdirected written requests. The Commission cannot assure that a timely or satisfactory response will be given to written requests for inspection or copies of records that are directed to the Commission other than in the manner prescribed in paragraphs (d) (1) and (2) of this section. Any staff member who receives a written request for records should promptly forward the request to the Freedom of Information Act Officer. Misdirected requests for records will be considered to have been received for purposes of paragraph (d) of this section only when they have been actually received by the Freedom of Information Act Officer. The Commission will not entertain any appeal from an alleged denial or failure to comply with a misdirected request, unless it is clearly shown that the request was in fact received by the Freedom of Information Act Officer.

(e) Fees for records services. A current schedule of fees for record services, including locating, reviewing, and making records available, attestations and copying, appears in appendix E to this subpart D, 17 CFR 200.80e. Copies of the current schedule of fees may also be obtained upon request made in person, by telephone or by mail from the public reference room or at any regional or district office of the Commission.

(1) Services provided without charge. Generally, up to one-half hour of staff time devoted to searching for and reviewing Commission records will be provided without charge. Where a request for records pursuant to the Freedom of Information Act is determined not to serve a commercial purpose as defined in paragraph (e)(10)(ii) of this section, a total of two staff hours of search and review and one hundred pages of duplication as defined in paragraphs (e)(9)(i), (e)(9)(ii) and (e)(9)(iii) of this section, respectively, shall be made available without charge in the form most economical for the government.

(2) Services for which fees are charged. For records available through the Commission's public reference facilities, requestors may make arrangements for duplication in accordance with provisions of the Commission's dissemination contract. Copies of that contract, which contain tables of charges, may be inspected in the public reference room, 450 Fifth Street, NW., Room 1024, Washington, DC. A complete schedule of services offered by the contractor and fees charged for those services is available through the Commission's public reference facilities. Fees for services provided in connection with requests made pursuant to the Freedom of Information Act shall be assessed as set out in appendix E to this section and in keeping with guidelines and procedures described in paragraphs (e)(9) and (e)(10) of this section.

(3) Requests requiring large expenditures. A request for Commission records

may state that the requesting person is willing to pay fees up to a stated limit for services to be provided in locating, reviewing and making available requested records. In such circumstances, no work will be done that will result in fees beyond the stated limit without further written authorization. If no limit is initially stated by the person requesting records or copies, services in locating and making available the requested records will not be done so as to exceed fees of $28 (exclusive of applicable copying charges) without the express written authorization by the requesting person, and he will be so informed.

(4) Waiver or reduction of fees. (i) The Office of Freedom of Information and Privacy Act Operations may waive or reduce search, review, and duplication fees if:

(A) Disclosure of the requested records is in the public interest because it is likely to contribute significantly to public understanding of the operations or activities of the government; and

(B) Disclosure is not primarily in the commercial interest of the requester.

(ii) The Office of Freedom of Information and Privacy Act Operations will determine whether disclosure is likely to contribute significantly to public understanding of the operations or activities of the government based upon four factors:

(A) Whether the subject of the requested records concerns the

operations and activities of the Federal government;

(B) Whether the requested records are meaningfully informative on those operations or activities so that their disclosure would likely contribute to increased public understanding of specific operations or activities of the government;

(C) Whether disclosure will contribute to the understanding of the public at large, rather than the understanding of the requester or a narrow segment of interested persons; and

(D) Whether disclosure would contribute significantly to public understanding of the governmental operations or activities.

(iii) The Office of Freedom of Information and Privacy Act Operations

will determine whether disclosure of the requested records is not primarily in the commercial interest of the requester based upon two factors:

(A) Whether disclosure would further any commercial interests of the requester; and

(B) Whether the public interest in disclosure is greater than the requester's commercial interest.

(iv) If only a portion of the requested records satisfies both the requirements for a waiver or reduction of fees, a waiver or reduction of fees will be granted for only that portion.

(v) A request for a waiver or reduction of fees may be a part of a request for records. Such requests should address all the factors identified in paragraphs (e)(4)(ii) and (e)(4)(iii) of this section.

(vi) Denials of requests for a waiver or reduction of fees may be appealed to the General Counsel in accordance with the procedure set forth in paragraph (d)(6) of this section.

(5) Records obtained from Federal Records Centers. When, to fill a request for inspection or copying, records are required to be obtained from a Federal Records Center, fees, in addition to those provided on the Commission's current schedule of fees, will be charged to the extent authorized or required by rules or regulations promulgated by the National Archives and Records Administration.

(6) Attestations. In addition to any other fees or charges which may apply, a fee will be charged for records attestations as provided in the Commission's current schedule of fees. The seal of the Commission will be affixed to all attestations without additional charge.

(7) Copying services. Copies of records filed with or retained by the Commission, or portions thereof, will be provided subject to fees established by agreement between the Commission and a private contractor as set forth in the Commission's current schedule of fees and, where applicable, procedures and guidelines for Freedom of Information Act requests as set out in paragraphs (e)(9) and (e)(10) of this section.

(i) Facsimile copies. Requests for facsimile copies may be made either in person at the Commission's Washington, DC, Northeast, or Midwest pub

lic reference rooms, or by mail addressed to the Securities and Exchange Commission, Public Reference Room, 450 Fifth Street, NW., room 1024, Washington, DC 20549. The contractor will send copies directly to the purchaser unless attestation is requested. Persons who request copies of documents through the public reference room will be billed by the contractor at regulated prices, and will be billed separately by the Commission for search, review and attestation charges, if any. Copies of documents requested directly from the contractor or from any other information service or vendor are not subject to regulated prices. Special classes of copying services, such as telecopies, not listed herein or in the current schedule of fees posted in the public reference room, are not provided or regulated by the Commission, but may be obtained from private vendors at market prices.

(ii) Microfiche copies. A contractor also makes available to the public microfiche copies of certain public documents on file with the Commission, at prices and on terms governed by its contract with the Commission. Microfiche services include subscription microfiche service on an annual basis. Microfiche subscription prices are regulated by the Commission whether requested through the public reference room or directly from the contractor. Certain other microfiche services are provided at prices that are regulated by the Commission only if ordered through the Commission's public reference room. The Commission will accept only subscription requests made in writing, although the contractor may elect to accept subscription requests by telephone. All microfiche subscription charges are payable directly to the contractor, whether placed through the Commission or not. Information concerning the types and cost of regulated microfiche services may be obtained by writing to the Commission at its public reference room located at 450 Fifth Street, NW., room 1024, Washington, DC 20549.

(iii) Transcripts of public hearings. Copies of the transcripts of recent public hearings may be obtained from the reporter subject to the fees established

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