U.S Securities and Exchange Commission v. Saw

Filing 19

STIPULATED CONFIDENTIALITY AGREEMENT AND PROTECTIVE ORDER...regarding procedures to be followed that shall govern the handling of confidential material... (Signed by Judge Paul G. Gardephe on 11/15/2023) (ate)

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“Confidential” pursuant to this Order (“Confidential Discovery Material”), no person subject to
this Order may disclose such Confidential Discovery Material to anyone else except as this Order
expressly permits:
2.

The term “Privacy Information” shall mean documents containing an

individual’s social security number or taxpayer identification number (other than only the last
four digits thereof), an individual’s birth date (other than only the year of the individual’s birth),
the name of an individual known to be a minor (other than only the minor’s initials), a financial
account number (other than only the last four digits thereof), “Personal Data,” “Personally
Identifiable Information,” “Sensitive Private Data,” or “Nonpublic Personal Information” as
these terms are defined under federal, state or foreign data protection laws, including without
limitation the General Data Protection Regulation (EU) 2016/679 (the “GDPR”), or any
information that a party or non-party believes in good faith to be subject to non-US data
protection laws, regardless of whether such information has been designated as “Confidential.”
3.

With regard to Privacy Information that any Party has obtained in this case

through production of documents, other discovery, or otherwise under Rule 26(a), that Party
will not disclose or use such Privacy Information other than as provided in this Order regarding
Confidential Discovery Material, regardless of whether such party expressly designates such
Privacy Information as “Confidential.”
4.

The Party or person producing or disclosing Discovery Material

(“Producing Party”) may designate as Confidential only the portion of such material that it
reasonably and in good faith believes consists of:
(a)

previously non-disclosed financial information (including without
limitation profitability reports or estimates, percentage fees, design fees,
royalty rates, minimum guarantee payments, sales reports, and sale
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margins);
(b)

previously non-disclosed material relating to ownership or control of any
non-public company;

(c)

previously non-disclosed business plans, product-development
information, or marketing plans;

(d)

any information of a personal or intimate nature regarding any individual;
or

(e)

any other category of information this Court subsequently affords
confidential status.

5.

With respect to the Confidential portion of any Discovery Material other

than deposition transcripts and exhibits, the Producing Party or its counsel may designate
such portion as “Confidential” by: (a) stamping or otherwise clearly marking as
“Confidential” the protected portion in a manner that will not interfere with legibility or
audibility; and (b) producing for future public use another copy of said Discovery Material
with the confidential information redacted.
6.

A Producing Party or its counsel may designate deposition exhibits or

portions of deposition transcripts as Confidential Discovery Material either by: (a) indicating
on the record during the deposition that a question calls for Confidential information, in which
case the reporter will bind the transcript of the designated testimony in a separate volume and
mark it as “Confidential Information Governed by Protective Order;” or (b) notifying the
reporter and all counsel of record, in writing, within 30 days after a deposition has concluded,
of the specific pages and lines of the transcript that are to be designated “Confidential,” in
which case all counsel receiving the transcript will be responsible for marking the copies of the
designated transcript in their possession or under their control as directed by the Producing
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Party or that person’s counsel. During the 30-day period following a deposition, all Parties
will treat the entire deposition transcript as if it had been designated Confidential.
7.

If at any time before the trial of this action a Producing Party realizes that

it should have designated as Confidential some portion(s) of Discovery Material that it
previously produced without limitation, the Producing Party may so designate such material
by so apprising all prior recipients in writing. Thereafter, this Court and all persons subject to
this Order will treat such designated portion(s) of the Discovery Material as Confidential.
8.

Nothing contained in this Order will be construed as: (a) a waiver by a

Party or person of its right to object to any discovery request; (b) a waiver of any privilege or
protection; or (c) a ruling regarding the admissibility at trial of any document, testimony, or
other evidence.
9.

Where a Producing Party has designated Discovery Material as

Confidential, other persons subject to this Order may disclose such information only to
the following persons:
(a)

the Parties to this action, their insurers, and counsel to their insurers;

(b)

counsel retained specifically for this action, including any paralegal,
clerical, or other assistant that such outside counsel employs and assigns to
this matter;

(c)

outside vendors or service providers (such as copy-service providers and
document-management consultants) that counsel hire and assign to this
matter;

(d)

any mediator or arbitrator that the Parties engage in this matter or that this
Court appoints, provided such person has first executed a Non-Disclosure
Agreement in the form annexed as an Exhibit hereto;
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(e)

as to any document, its author, its addressee, and any other person
indicated on the face of the document as having received a copy;

(f)

any witness who counsel for a Party in good faith believes may be called
to testify at trial or deposition in this action, provided such person has first
executed a Non-Disclosure Agreement in the form annexed as an Exhibit
hereto;

(g)

any person a Party retains to serve as an expert witness or otherwise
provide specialized advice to counsel in connection with this action,
provided such person has first executed a Non-Disclosure Agreement in
the form annexed as an Exhibit hereto;

(h)

stenographers engaged to transcribe depositions the Parties conduct in this
action; and

(i)

this Court, including any appellate court, its support personnel, and court
reporters.

10.

Before disclosing any Confidential Discovery Material to any person

referred to in subparagraphs 9(d), 9(f), or 9(g) above, counsel must provide a copy of this
Order to such person, who must sign a Non-Disclosure Agreement in the form annexed as
Exhibit A hereto stating that he or she has read this Order and agrees to be bound by its terms.
Said counsel must retain each signed Non-Disclosure Agreement, hold it in escrow, and
produce it to opposing counsel either before such person is permitted to testify (at deposition or
trial) or at the conclusion of the case, whichever comes first.
11.

In accordance with paragraph 2 of this Court’s Individual Practices, any

party filing documents under seal must simultaneously file with the Court a letter brief and
supporting declaration justifying – on a particularized basis – the continued sealing of such
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documents. The parties should be aware that the Court will unseal documents if it is unable
to make “specific, on the record findings . . . demonstrating that closure is essential to
preserve higher values and is narrowly tailored to serve that interest.” Lugosch v. Pyramid
Co. of Onondaga, 435 F.3d 110, 120 (2d Cir. 2006).
12.

The Court also retains discretion whether to afford confidential treatment

to any Discovery Material designated as Confidential and submitted to the Court in
connection with any motion, application, or proceeding that may result in an order and/or
decision by the Court. All persons are hereby placed on notice that the Court is unlikely to
seal or otherwise afford confidential treatment to any Discovery Material introduced in
evidence at trial, even if such material has previously been sealed or designated as
Confidential.
13.

In filing Confidential Discovery Material with this Court, or filing

portions of any pleadings, motions, or other papers that disclose such Confidential Discovery
Material (“Confidential Court Submission”), the Parties shall publicly file a redacted copy of
the Confidential Court Submission via the Electronic Case Filing System. The Parties shall file
an unredacted copy of the Confidential Court Submission under seal with the Clerk of this
Court, and the Parties shall serve this Court and opposing counsel with unredacted courtesy
copies of the Confidential Court Submission.
14.

Any Party who objects to any designation of confidentiality may at any

time before the trial of this action serve upon counsel for the Producing Party a written
notice stating with particularity the grounds of the objection. If the Parties cannot reach
agreement promptly, counsel for all affected Parties will address their dispute to this Court in
accordance with paragraph 4(E) of this Court’s Individual Practices.
15.

Any Party who requests additional limits on disclosure (such as
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“attorneys’ eyes only” in extraordinary circumstances), may at any time before the trial of this
action serve upon counsel for the recipient Parties a written notice stating with particularity
the grounds of the request. If the Parties cannot reach agreement promptly, counsel for all
affected Parties will address their dispute to this Court in accordance with paragraph 4(E) of
this Court’s Individual Practices.
16.

Recipients of Confidential Discovery Material under this Order may use

such material solely for the prosecution and defense of this action and any appeals thereto,
and not for any business, commercial, or competitive purpose or in any other litigation
proceeding. Nothing contained in this Order, however, will affect or restrict the rights of any
Party with respect to its own documents or information produced in this action.
17.

Nothing in this Order will prevent any Party from producing any

Confidential Discovery Material in its possession in response to a lawful subpoena or other
compulsory process, or if required to produce by law or by any government agency having
jurisdiction, provided that such Party gives written notice to the Producing Party as soon as
reasonably possible, and if permitted by the time allowed under the request, at least 10 days
before any disclosure. Upon receiving such notice, the Producing Party will bear the burden
to oppose compliance with the subpoena, other compulsory process, or other legal notice if
the Producing Party deems it appropriate to do so.
18.

Each person who has access to Discovery Material designated as

Confidential pursuant to this Order must take all due precautions to prevent the unauthorized
or inadvertent disclosure of such material.
19.

Within 60 days of the final disposition of this action – including all appeals

– all recipients of Confidential Discovery Material must either return it – including all copies
thereof – to the Producing Party, or, upon permission of the Producing Party, destroy such
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material – including all copies thereof. In either event, by the 60-day deadline, the recipient must
certify its return or destruction by submitting a written certification to the Producing Party that
affirms that it has not retained any copies, abstracts, compilations, summaries, or other forms of
reproducing or capturing any of the Confidential Discovery Material. Notwithstanding this
provision, the attorneys that the Parties have specifically retained for this action may retain an
archival copy of all pleadings, motion papers, transcripts, expert reports, legal memoranda,
correspondence, or attorney work product, even if such materials contain Confidential Discovery
Material. Any such archival copies that contain or constitute Confidential Discovery Material
remain subject to this Order.
20.

Notwithstanding any of the foregoing terms, Plaintiff Securities and

Exchange Commission (“SEC”) may use and disclose, without notice to defendants or any
other person, any and all documents produced in this action to the extent permitted by law in
conjunction with its obligations and responsibilities to investigate potential violations of, and
enforce, the federal securities laws, consistent with the “Routine Uses of Information” set
forth in the Commission’s Form 1662 (Supplemental Information for Persons Requested to
Supply Information Voluntarily or Directed to Supply Information Pursuant to a Commission
Subpoena), annexed as a Exhibit B hereto.
21.

This Order will survive the termination of the litigation and will continue

to be binding upon all persons to whom Confidential Discovery Material is produced or
disclosed.
22.

This Court will retain jurisdiction over all persons subject to this Order to

the extent necessary to enforce any obligations arising hereunder or to impose sanctions for any
contempt thereof.

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SO STIPULATED AND AGREED.

/s/ Jack Kaufman

/s/ Keith S. Barnett

Counsel for Plaintiff SEC

Counsel for Defendant
Clarice Saw

Dated: November 15, 2023
New York, New York
SO ORDERED.

Paul G. Gardephe
United States District Judge

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Exhibit B

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Supplemental Information for Persons Requested to Supply
Information Voluntarily or Directed to Supply Information
Pursuant to a Commission Subpoena
A. 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.
B. Testimony
If your testimony is taken, you should be aware of the following:
1.

Record. Your testimony will be transcribed by a reporter. If you desire to go off the record, please indicate this to
the Commission employee taking your testimony, who will determine whether to grant your request. The reporter
will not go off the record at your, or your counsel’s, direction.

2.

Counsel. You have the right to be accompanied, represented and advised by counsel of your choice. Your
counsel may advise you before, during and after your testimony; question you briefly at the conclusion of your
testimony to clarify any of the answers you give during testimony; and make summary notes during your
testimony solely for your use. If you are accompanied by counsel, you may consult privately.

If you are not accompanied by counsel, please advise the Commission employee taking your testimony if, during the
testimony, you desire to be accompanied, represented and advised by counsel. Your testimony will be adjourned
once to afford you the opportunity to arrange to be so accompanied, represented or advised.
You may be represented by counsel who also represents other persons involved in the Commission’s investigation.
This multiple representation, however, presents a potential conflict of interest if one client’s interests are or may be
adverse to another’s. If you are represented by counsel who also represents other persons involved in the
investigation, the Commission will assume that you and counsel have discussed and resolved all issues concerning
possible conflicts of interest. The choice of counsel, and the responsibility for that choice, is yours.
3.

Transcript Availability. Rule 6 of the Commission’s Rules Relating to Investigations, 17 CFR 203.6, states:
A person who has submitted documentary evidence or testimony in a formal investigative
proceeding shall be entitled, upon written request, to procure a copy of his documentary evidence
or a transcript of his testimony on payment of the appropriate fees: Provided, however, That in a
nonpublic formal investigative proceeding the Commission may for good cause deny such request.
In any event, any witness, upon proper identification, shall have the right to inspect the official
transcript of the witness’ own testimony.

If you wish to purchase a copy of the transcript of your testimony, the reporter will provide you with a copy of the
appropriate form. Persons requested to supply information voluntarily will be allowed the rights provided by this rule.
4. Perjury. Section 1621 of Title 18 of the United States Code provides that fines and terms of imprisonment may
be imposed upon:
Whoever-(1) having taken an oath before a competent tribunal, officer, or person, in any case in which a
law of the United States authorizes an oath to be administered, that he will testify, declare,

SEC 1662 (09-21)

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Exhibit B

depose, or certify truly, or that any written testimony, declaration, deposition, or certificate by
him subscribed, is true, willfully and contrary to such oath states or subscribes any material
matter which he does not believe to be true; or
(2) in any declaration, certificate, verification, or statement under penalty of perjury as
permitted under section 1746 of title 28, United States Code, willfully subscribes as true any
material matter which he does not believe to be true.
5. Fifth Amendment and Voluntary Testimony. Information you give may be used against you in any federal, state,
local or foreign administrative, civil or criminal proceeding brought by the Commission or any other agency.
You may refuse, in accordance with the rights guaranteed to you by the Fifth Amendment to the Constitution of the
United States, to give any information that may tend to incriminate you.
If your testimony is not pursuant to subpoena, your appearance to testify is voluntary, you need not answer any
question, and you may leave whenever you wish. Your cooperation is, however, appreciated.
6. Formal Order Availability. If the Commission has issued a formal order of investigation, it will be shown to you
during your testimony, at your request. If you desire a copy of the formal order, please make your request in writing.
C. 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.
D. 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 acknowledgment 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.

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Exhibit B

E. Authority for Solicitation of Information
Persons Directed to Supply Information Pursuant to Subpoena. The authority for requiring production of information is
set forth in the subpoena. Disclosure of the information to the Commission is mandatory, subject to the valid assertion
of any legal right or privilege you might have.
Persons Requested to Supply Information Voluntarily. One or more of the following provisions authorizes the
Commission to solicit the information requested: Sections 19 and/or 20 of the Securities Act of 1933; Section 21 of
the Securities Exchange Act of 1934; Section 321 of the Trust Indenture Act of 1939; Section 42 of the Investment
Company Act of 1940; Section 209 of the Investment Advisers Act of 1940; and 17 CFR 202.5. Disclosure of the
requested information to the Commission is voluntary on your part.
F. Effect of Not Supplying Information
Persons Directed to Supply Information Pursuant to Subpoena. If you fail to comply with the subpoena, the
Commission may seek a court order requiring you to do so. If such an order is obtained and you thereafter fail to
supply the information, you may be subject to civil and/or criminal sanctions for contempt of court. In addition, Section
21(c) of the Securities Exchange Act of 1934, Section 42(c) of the Investment Company Act of 1940, and Section
209(c) of the Investment Advisers Act of 1940 provide that fines and terms of imprisonment may be imposed upon
any person who shall, without just cause, fail or refuse to attend and testify or to answer any lawful inquiry, or to
produce books, papers, correspondence, memoranda, and other records in compliance with the subpoena.
Persons Requested to Supply Information Voluntarily. There are no direct sanctions and thus no direct effects for
failing to provide all or any part of the requested information.
G. 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 be or to reflect a limitation upon the Commission’s receipt, use,
disposition, transfer, or retention, in accordance with applicable law, of information provided.
H. 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).

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Exhibit B

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.
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,

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Exhibit B

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.

*****
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 202551-3460. 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.

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