System of Records Notices (SORN)

#..SEC-8
System name:
Proxy Soliciting Material Filed under the Securities Exchange Act of
1934, Public Utility Holding Company Act of 1935, and Investment
Company Act of 1940.
System location:
Securities and Exchange Commission, Washington, DC 20549. Duplicate
copies may be maintained in SEC Regional and Branch Offices.
Categories of individuals covered by the system:
Records include information on officers, directors and certain
stockholders of an issuer and persons other than management who are
required to file proxy soliciting material with the Commission in
advance of its use.
Categories of records in the system:
The records describe business relationships and transactions of
director, lawsuits, investigations, affiliations with other companies,
and other relevant personal and business information about the
individual that is material to the use of the proxy soliciting
materials.
Authority for maintenance of the system:
Title 15, United States Code, 78n, 791 and 80a-20.
Routine uses of records maintained in the system, including
categories of users and the purposes of such uses:
These records and the information contained in these records may be
used as follows:
1. By SEC personnel in connection with the processing of proxy
statements and proxy soliciting materials; may also be used to
respond to requests from Members of Congress and the public
concerning proxy contests and the necessity for accurate proxy
materials and in preparing no-action letters.
2. By SEC personnel for purposes of investigating possible
violations of the Federal securities laws.
3. Where there is an indication of a violation or potential violation
of law, whether civil, criminal or regulatory in nature, and whether
arising by general statue or particular program statute, or by
regulation, rule or order issued pursuant thereto, the relevant
records in the system of records may be referred, as a routine use,
to the appropriate agency, whether Federal, State, local, foreign or
a securities self-regulatory organization charged with the
responsibility of investigating or prosecuting such violation or
charged with enforcing or implementing the statute, or rule,
regulation or order issued pursuant thereto.
4. When considered appropriate, records in this system may be
referred to a bar association or similar Federal, State or local
licensing authority for possible disciplinary action.

5. A record from this system of records may be disclosed as a
``routine use'' to a Federal, State or local governmental authority
maintaining civil, criminal or other relevant enforcement information
or other pertinent information, such as current licenses, if
necessary to obtain information relevant to an agency 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.
6. A record from this system of records may be disclosed to a
Federal, State or local government authority, in response to its
request, in connection with 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.
7. As a data source for management information for production of
summary descriptive statistics and analytical studies 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 utilized to respond to general requests for statistical
information (without personal identification of individuals) under
the Freedom of Information Act or to locate specific individuals for
personnel research or other personnel management functions.
8. 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.
9. In connection with investigations or disciplinary proceedings by a
State securities regulatory authority or by a securities selfregulatory organization involving one or more of its members.
In connection with their regulatory and enforcement responsibilities
mandated by the Federal securities laws (as defined in section 21(g) of
the Securities Exchange Act of 1934, 15 U.S.C. 78u(g)), or state or
foreign laws regulating securities or other related matters, records in
this system of records may be disclosed to national securities
exchanges and national securities associations that are registered with
the Commission, the Municipal Securities Rulemaking Board, the
Securities Investor Protection Corporation, 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 or
law enforcement agencies or organizations, or regulatory or law
enforcement agencies of a foreign government.
Records in this system may, in the discretion of the Commission's
staff, be disclosed to any person during the course of any inquiry or
investigation conducted by the Commission 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.

A record or information in this system may be disclosed to any
person with whom the Commission contracts to reproduce, by typing,
photocopy or other means, any record within this system for use by
the Commission and its staff in connection with their official duties
or to any person who is utilized by the Commission to perform
clerical or stenographic functions relating to the official business
of the Commission.
Records or information in records contained in this system may be
disclosed to members of advisory committees that are created by the
Commission or by the Congress to render advice and recommendations to
the Commission or to the Congress, to be used solely in connection
with their official, designated functions.
Records or information in the records in this system may be disclosed
as a routine use to any person who is or has agreed to be subject to
the Commission's rules of conduct, 17 CFR 202.785-1 et seq., and who
assists in the investigation by the Commission of possible violations
of Federal securities laws (as defined in section 21(g) of the
Securities Exchange Act of 1934, 15 U.S.C. 78u(g)), 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.
Disclosure may be made 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.
Policies and practices for storing, retrieving, accessing, retaining,
and disposing of records in the system:
Storage:
Records are maintained in hard copy form or microform.
Retrievability:
Records are accessed by name and/or file number assigned to registrant.
No individual name access is provided, although the Commission's NameRelationship Index system cross-indexes individuals with registrants.
Safeguards:
The records contain public information and are available through Public
Reference Section. The records are maintained in central records
office, which is locked at night and the building where the records are
maintained has a 24-hour securities guard.
Retention and disposal:
These records are retained indefinitely. While no formal schedule
exists, these records periodically are sent to a Federal Records Center
for storage.
System manager(s) and address:
Records Officer, Office of Filings and Information Services, Securities
and Exchange Commission, Operations Center, 6432 General Green Way,
Mail Stop A-1, Alexandria, VA 22312-2413.
Notification procedure:

All requests to determine whether this system of records contains a
record pertaining to the requesting individual may be directed to the
Privacy Act Officer, Securities and Exchange Commission, Operations
Center, 6432 General Green Way, Mail Stop O-5, Alexandria, VA 223122413.
Record access procedures:
Persons wishing to obtain information on the procedures for gaining
access to or contesting the contents of these records may contact the
Privacy Act Officer, Securities and Exchange Commission, Operations
Center, 6432 General Green Way, Mail Stop O-5, Alexandria, VA 223122413.
Contesting record procedures:
See Record access procedures above.
Record source categories:
Information is obtained from proxy soliciting material filed with the
Commission under the Federal securities laws.