1
Privileged and Confidential
MEMORANDUM
To:
UBS AG
From:
Daisuke Tanimoto
Mina Obu
Anderson Mori & Tomotsune
Re:
Advice on legal issues regarding access to books and records and on
-
site inspections by
the SEC to UBS Securities Japan Co., Ltd.
Date:
October
19, 2021
This memorandum addresses your queries regarding the issues that may arise in connection with the
potential inspection of UBS Securities Japan Co., Ltd. (“
USJ
”) by the United States (
US
) Securities
and Exchange Commission (
SEC
) in Japan.
1.
BACKGROUND AND ASSUMPTIONS
1.1
We understand that UBS AG (
UBS
), a bank authorised in Switzerland, is seeking to register
with the SEC as a non-resident security-based swap (
SBS
) dealer (
SBSD
).
1.2
To register as an SBSD with the SEC, a non-resident SBSD
1
, such as UBS, must attach an
opinion of counsel to Form SBSE, SBSE-A or SBSE-BD affirming that the SBSD can, as a
matter of law:
(a)
provide the SEC with prompt access to the relevant books and records as defined in
paragraphs 3.3 to 3.5 (
Covered Books and Records
); and
(b)
submit to on-site inspection and examination of its Covered Books and Records by the
SEC (
On-Site Inspection
).
1.3
SBS transactions involving staff located in Japan will be concluded by staff of USJ, which is
incorporated in Japan and authorised to engage in a financial instrument business based on
the registration as a Financial Instrument Business Operator (the “
FIBO
”)
2
Financial Instruments and Exchange Act (as amended, the “
FIEA
”). Accordingly, UBS will
maintain certain Covered Books and Records in USJ.
1
In the case of a corporation, an SBSD will be “non
-
resident
” if it is incorporated in or has its principal place
of business in any place not in the United States (see 17 Code of Federal Regulations (
CFR
) § 240.15Fb2-
4(a)(2)). As UBS is incorporated in Switzerland, UBS fulfils this definition of a “non-resident” SBSD.
2
USJ is registered as a Type
-
I FIBO, Type
-
II FIBO and Investment Management Business Operator (as
defined under Article 28 (1), (2) and (4) of the FIEA).
2
1.4
You have asked us to issue an opinion affirming that USJ will be able to provide the SEC with
prompt access to its books and records and submit to On-Site Inspection by the SEC in
accordance with paragraph
1.5
This opinion is structured as follows:
(a)
Section
:
;
(b)
Section
:
;
(c)
Section
:
(d)
Section
:
(e)
: Opinion; and
(f)
: Assumptions.
1.6
For the purposes of this opinion, the legal or natural person imparting the information subject
to the duty of confidentiality will be the
Rights Holder
and the person receiving that
information, in this case USJ, will be the
Recipient.
2.
SUMMARY OF OPINION
Subject to the assumptions and qualifications below, it is our opinion that:
2.1
USJ can, as matter of applicable Japanese law, submit to On-Site Inspection by the SEC. There
is no restriction on USJ submitting to On-Site Inspection by the SEC under Japanese law. The
remainder of this opinion focuses on USJ’s ability to disclose information contained in
Covered Books and Records to the SEC in the course of On-Site Inspection in Japan and the
ability to provide the SEC with prompt access to Covered Books and Records.
2.2
USJ can, as a matter of applicable Japanese law, provide the SEC with prompt access to
Covered Books and Records held by USJ in Japan
3
.
DATA PROTECTION
2.3
The Act on the Protection of Personal Information (the “APPI”) will apply to USJ’s disclosure
of the information in Covered Books and Records to the SEC to the extent that these comprise
or contain Personal Data, which will be defined in 7.2 of Annex 1.
2.4
USJ must obtain consent from the relevant individuals (i.e. data subjects) for provision of their
Personal Data to the SEC unless such provision of Personal Data falls within exemptions
given in the APPI.
3
Where a restriction on the ability to transfer personal data or to disclose confidential informatio
n applies,
consent from the Rights Holder or approval by the FSA, validly given in accordance with the relevant
standard for consent or approval under each applicable legal or regulatory obligation, would allow for such
information to be lawfully transferred to the SEC or disclosed to the SEC during On-Site Inspection. Please
note that valid consent and approval is assumed in Assumptions 3 and 4.
3
2.5
If USJ obtains consent from the relevant individual, USJ can provide the Personal Data to the
SEC without being in breach of the APPI.
JAPANESE LAW DUTIES OF CONFIDENTIALITY
2.6
If USJ enters into a contract which includes a confidentiality clause with other parties such as
their customers or counterparties to their transactions, the disclosure of information to the
SEC would be a violation of the clause unless it fall within exemptions stipulated under the
contracts. Therefore, USJ may be contractually liable for damages arising from the disclosure.
2.7
Even if there is no specific contractual provisions restricting the disclosure of information, it
is generally understood that financial institutions owe the duty of confidentiality in relation to
customer information under Japanese law. This has been affirmed by a judgement by the
Supreme Court of Japan.
2.8
Disclosure with consent would not amount to a breach of these legal duties.
RELATIONSHIP WITH REGULATOR IN JAPAN
2.9
As USJ is subject to supervision of the Japanese regulatory authorities (including the Financial
Services Agency (the “FSA”) and other relevant Japanese governmental organizations, each
a “Japanese regulatory authority”) pursuant to the financial regulatory legislation such as the
FIEA, the disclosure of information relevant to the communications with the relevant Japanese
regulatory authority (or an entity acting on its behalf
4
), may be subject to restrictions and may
require prior approval from the relevant Japanese regulatory authority.
2.10
In particular, the result of on-site inspection conducted by a Japanese regulatory authority is
generally considered as confidential by the FSA. In practice, the disclosure of the result of on-
site inspection and relevant information is subject to the prior written approval of the FSA.
2.11
If USJ discloses such confidential information to the SEC without the FSA’s approval, it
might lead to administrative action by the FSA depending on the situation.
This summary opinion is not a substitute for the full expression of our views set out in
3.
SCOPE, ASSUMPTIONS AND QUALIFICATIONS
3.1
This opinion relates solely to access provided to the SEC of Covered Books and Records held
by USJ in Japan and On-Site Inspection of USJ by the SEC in Japan.
This opinion applies
equally to remote access from the US to Covered Books and Records held in Japan.
This opinion
excludes books and records held in the US. Where matters considered in this opinion are not
governed by laws applying to the entirety of Japan, this opinion relates solely to matters of
Japanese law.
4
It is not expected that the SEC, when conducting On
-
Site Inspections, would be acting on behalf of any
Japanese regulatory authority.
4
3.2
This opinion has been prepared in accordance with UBS’s specific instructions as to the scope
of the opinion. For this purpose you have issued us with guidance from a third party US law
firm which we have used to inform the scope of our opinion.
3.3
This opinion only covers access to and the On-site Inspection of Covered Books and Records.
Covered Books and Records include only those books and records which:
(a)
relate to the US business
5
6
to an SBS that is either:
(i)
entered into, or offered to be entered into, by or on behalf of the non-resident
SBSD with a “U.S. Person” as defined in 17 CFR § 240.3a71-3(a)(4)
7
US
Person
) (other than an SBS conducted through a foreign branch of such US
Person
8
); or
(ii)
arranged, negotiated, or executed by the personnel of the non-resident SBSD
located in a branch in the US (
US branch
) or office or by the personnel of an
agent of the non-resident SBSD located in a US branch or office;
9
(b)
constitute financial records necessary for the SEC to assess the non-resident SBSD’s
compliance with the SEC’s margin and capital requirements, if applicable.
10
3.4
Further to Assumption 1, this opinion is limited to those types of records that are relevant to
prudentially regulated SBSDs, which excludes financial records as noted in paragraph 3.3(b)
above. For this opinion, the term “Covered Books and Records” extends to these record types
alone.
3.5
This opinion covers data relating to:
(a)
SBS transactions with US persons, insofar as this data is held by USJ (e.g. voice
recordings and client communications) (some data relating to such transactions may
5
As defined in 17 CFR §240.3a71
-
3(a)(8).
6
Cross
-
Border Application of Certain [SBS] Requirements, 85 Fed. Reg. 6270, 6296 (Feb. 4, 2020) (the
SEC Guidance
).
7
A “U.S. person” means any person that is “(i) a natural person res
ident in the U.S.; (ii) a partnership,
corporation, trust, investment vehicle, or other legal person organized, incorporated, or established under
the laws of the United States or having its principal place of business in the United States; (iii) an account
(whether discretionary or non-discretionary) of a U.S. person; or (iv) an estate of a decedent who was a
resident of the United States at the time of death.” 17 CFR § 240.3a71-3(a)(4).
8
A “foreign branch” means “any branch of a U.S. bank if: (i) the br
anch is located outside of the United
States; (ii) the branch operates for valid business reasons; and (iii) the branch is engaged in the business of
banking and is subject to substantive banking regulation in the jurisdiction where located.” (17 CFR §
240.3a71-3(a)(2)). An “SBS conducted through a foreign branch” means an SBS that is “arranged,
negotiated, and executed by a U.S. person through a foreign branch of such U.S. person if: (A) the foreign
branch is the counterparty to such security-based swap transaction; and (B) the security-based swap
transaction is arranged, negotiated, and executed on behalf of the foreign branch solely by persons located
outside the United States.” (17 CFR § 240.3a71-3(a)(3)(i)).
9
17 CFR § 240.3a71
-
3(a)(8)(i)(B).
10
The re
quirement set out in this paragraph
margin and capital requirements as it is assumed that USJ has a prudential regulator – please see the
assumptions set out in
5
be held by UBS in other jurisdictions – access to and On-Site Inspection by the SEC
of data that is held in other jurisdictions is not within scope of this opinion); and
(b)
the activities of the staff of USJ pertaining to SBS transactions (irrespective of whether
the transaction is with a US person or a non-US person).
This opinion does not cover data relating to SBS transactions with non-US persons (even
though these will be concluded by staff of USJ acting in the name and for the account of UBS
as a ‘Related Entity’ of UBS, we are instructed that this data is not relevant for the purposes
of substituted compliance and so this data is not within scope of this opinion).
3.6
The issues addressed in this opinion apply equally across the different document types which
constitute the Covered Books and Records based upon the information actually contained in
each of the relevant Covered Books and Records. We have not examined any such documents
or records.
3.7
In giving this opinion, we have made the further assumptions set out in Annex 2.
3.8
No opinion is expressed on matters of fact.
3.9
Japanese legal concepts expressed in the English language may not be identical to
corresponding concepts described by the equivalent English terms as they exist under the laws
of other jurisdictions.
4.
REVISIONS TO APPLICABLE LAW
4.1
We note that the SEC rules
11
any changes in the legal or regulatory framework that would:
(a)
impact the ability of the SBSD to provide prompt access to its Covered Books and
Records;
(b)
impact the manner in which it would provide prompt access to its Covered Books and
Records; or
(c)
impact the ability of the SEC to conduct On-Site Inspections.
4.2
Upon a change in law or regulatory framework of the nature outlined in paragraph 4.1 above,
the SBSD is required to submit a revised opinion describing how, as a matter of law, the SBSD
will continue to meet its obligations.
4.3
This opinion relates solely to the laws of Japan in force as at the date of this opinion. We
have no obligation to notify any addressee of any change in any applicable law or its
application after the date of this opinion.
5.
RELIANCE AND CONFIDENTIALITY
5.1
This opinion is given for the sole benefit of the addressee. It may not be relied upon by anyone
else without our prior written consent.
11
17 CFR § 240.15Fb2
-
4(c)(2).
6
5.2
This opinion is not to be disclosed to any person outside of UBS AG’s group or used,
circulated, quoted or otherwise referred to for any other purpose. However, a copy of this
opinion letter may be disclosed:
(a)
where disclosure is required or requested by any governmental, banking, taxation or
other regulatory authority or similar body having jurisdiction over UBS AG (including
to the SEC as part of UBS AG’s SBSD registration application) or by the rules of any
relevant stock exchange or pursuant to any applicable law or regulation; and
(b)
to UBS AG’s affiliates, and any of their officers, directors, employees, auditors,
insurers, reinsurers, insurance brokers and professional advisors (in their capacity as
such).
5.3
Any such disclosure must be made on the basis that it is for information purposes only, no
recipient may rely on this advice, no client-lawyer relationship between us and the recipient
arises following, or as a result of, any such disclosure. We assume no duty or liability to any
recipient, and any recipient under paragraph 5.2(b) will be subject to the same restrictions on
disclosure as set out above.
5.4
We assume no obligation to advise you or any other person or to make any investigations as
to any legal developments or factual matters arising subsequent to the date hereof that might
affect the opinions expressed herein.
Yours faithfully,
Anderson Mori & Tomotsune
7
ANNEX 1
OPINION
1.
INTRODUCTION
1.1
USJ can, as matter of applicable Japanese law, submit to On-Site Inspection by the SEC. There
is no restriction on USJ submitting to On-Site Inspection by the SEC under Japanese law.
1.2
Pursuant to Article 189 of the Financial Instruments and Exchange Act (the “FIEA”), the
Prime Minister of Japan may, upon on request of the foreign financial authority, cooperate
with the foreign regulatory authority if they find it appropriate. In this regard, the FSA has
executed memorandum of understandings (the MOU) with other foreign financial regulatory
authorities including the SEC
12
, which sets forth the framework of information exchange with
the foreign financial regulatory authorities. While the MOU is not legally binding, the FSA
may provide the SEC with information in light of the MOU.
13
1.3
For completeness, if the SEC’s actions involve the exercise of jurisdictional authority (e.g.,
on-site compulsory criminal investigation) in Japan, the SEC may need to obtain approval
from the Japanese government pursuant to the international laws principle, so as to respect
Japanese sovereignty under the international laws generally recognized in Japan.
1.4
If the intended action does not involve a mandatory action and is carried out with the consent
of the relevant parties (e.g. making written or phone inquiries or investigation with the consent
of relevant parties), this would not be regarded as an action involving jurisdictional authority
nor an infringement of Japanese sovereignty.
1.5
These international law issues are of potential relevance only to the SEC as a US governmental
organization, but would not restrict USJ from submitting to On-Site Inspection by the SEC.
The remainder of this opinion focuses on USJ’s ability to disclose information contained in
Covered Books and Records to the SEC in the course of On-Site Inspection and the ability to
provide the SEC with prompt access to Covered Books and Records.
1.6
USJ can, as a matter of applicable Japanese law, provide the SEC with prompt access to
Covered Books and Records held by USJ in Japan, as described in Sections 2 to 4 below.
2.
DATA PROTECTION
2.1
Under the APPI, “Personal Data”, as defined in the APPI, encompasses “Personal Information
constituting a Personal Information Database”, and “Personal Information” is in turn defined
broadly as “information relating to a living individual”, and includes among other things
information such as “name, date of birth, or other descriptions etc…. stated, recorded or
otherwise expressed using voice, movement or other methods in a document, drawing or
electromagnetic record (meaning a record kept in an electromagnetic form… whereby a
specific individual can be identified (including those which can be readily collated with other
information and thereby identify a specific individual)”. “Personal Information Database” is
defined, in summary, as a database of Personal Information that enables key word searches.
12
https://www.fsa.go.jp/news/newse/e20020517
-
1.html
13
In this regard,
the MOU between the FSA and SEC only clarifies the intention of information exchange
and does not override the regulation in Article 189 of the FIEA.
8
2.2
The information contained it the Covered Books and Records Personal Data would include
Personal Information on USJ’s employees and individuals who work for USJ’s clients, and
USJ may be considered to use a database of Personal Information. As a result, USJ will be
subject to the APPI as a business operator using a Personal Information Database for its
business within the meaning under Article 2(3) of the APPI. Accordingly, the APPI would
apply to USJ’s disclosure of Covered Books and Records to the SEC to the extent that these
comprise or contain Personal Data.
2.3
As a general rule, a business operator handling personal information shall not, except in the
following cases, provide Personal Data to a third party without obtaining the prior consent of
the relevant individual (i.e. data subject). As the APPI does not provide a specific exemption
for disclosures to a foreign regulatory authority (including the SEC), such disclosure is
generally subject to the consent of the relevant individual unless it falls within specified
exemptions as described follows:
(a)
Exemptions under Article 23 of the APPI
Article 23 of the APPI provides the following exemptions where the Personal Data
can be provided to a third party without consent of the relevant individuals:
(i)
Cases where the provision of Personal Data is based on laws and regulations
(which means Japanese laws and regulations);
(ii)
Cases where the provision of Personal Data is necessary for the protection of
the life, body, or property of an individual and in which it is difficult to obtain
the consent of the person;
(iii)
Cases where the pr
ovision of
Personal Data
is especially necessary for
improving public health or promoting the sound growth of children and in
which it is difficult to obtain the consent of the person; and
(iv)
Cases where the provision of Personal Data is necessary for cooperating with
a (Japanese) state organization, a local government (in Japan), or an individual
or a business operator entrusted by one of the foregoing in executing the affairs
prescribed by (Japanese) laws and regulations and in which obtaining the
consent of the person are likely to impede the execution of the affairs.
(b)
Exemptions under Article 24 of the APPI
Article 24 of the APPI stipulates the rules specific to provision of Personal Data to a
third party in a foreign country. While Article 24 of the APPI generally prohibits the
provision of Personal Data to a third party in a foreign country without consent of the
relevant individual, it also provides following exemptions:
(i)
The foreign country which has established a personal information protection
system equivalent to the standards in Japan in regard to the protection of an
individual's rights and interests is not regarded as “a foreign country” in the
context of Article 24 of the APPI. As of today, only the countries belonging to
European Union and the United Kingdom, but not the US are designated as
foreign countries that are eligible under this exemption
14
; and
14
Personal Information Protection Commission Notification No. 1 of 2019
9
(ii)
A person establishing a system conforming to standards prescribed by rules of
the Personal Information Protection Commission as necessary for
continuously taking action equivalent to those that a personal information
handling business operator in Japan shall take concerning the handling of
Personal Data does not fall within “a third party” in the context of Article 24
of the APPI. While Article 11-2 of the Enforcement Ordinance of the APPI
sets forth the requirement for such system
15
, whether such system is
established would be determined case by case basis.
2.4
We have assumed, at Assumption 3, that USJ has obtained any necessary prior consent of the
relevant individuals. As such, provision of Personal Data to the SEC is permissible.
3.
JAPANESE LAW DUTIES OF CONFIDENTIALITY
3.1
Under Japanese contract law, if USJ enters into a contract which includes a confidentiality
clause with other parties such as customers or counterparties of transactions, disclosure to the
SEC would be a violation of that clause unless it fall within exemptions stipulated under the
contracts. Therefore, in such a scenario, USJ may be contractually liable for damages arising
from the disclosure.
3.2
Even if there is no specific contractual restriction, it is generally understood that financial
institutions owe the duty of confidentiality in relation to customer information under Japanese
law. In this regard, the judgement by the Supreme Court of Japan on December 11, 2007
stated that financial institutions have duties of confidentiality in relation to information related
to its customers, including transaction information or credit information
,
based on a
contractual relationship or business practice and shall not disclose such information without
reasonable reason.
3.3
Where such confidentiality duties are relevant for the benefit of USJ’s customers, disclosure
of confidential information of such customers to the SEC is permissible where the relevant
customers have given prior consent. We have assumed, at Assumption 3, that USJ has
obtained any necessary prior consent of the relevant individuals.
4.
RELATIONSHIP WITH REGULATOR IN JAPAN
4.1
As USJ is subject to supervision of the Japanese regulatory authority including the FSA
pursuant to the financial regulatory legislation such as the FIEA, the disclosure of information
relevant to communications with a Japanese regulatory authority may require the prior
approval of that authority.
4.2
In particular, the results of an on-site inspection conducted by a Japanese regulatory authority
are generally considered to be confidential by the FSA. In practice, the disclosure of the results
15
Article 11
-
2 of the Enforcement Ordinance of the APPI set forth the requirement for the system as follows:
(i)
Implementation of measures in accordance with the purport of the APPI is ensured between a
business operator handling personal information and a person who receives the provision of
personal data in an appropriate and reasonable manner with regard to the handling of the personal
data by the person who receives the provision.
(ii)
The person who receives the provision of personal data is accredited under the international
framework pertaining to the handling of personal information
10
of an on-site inspection and relevant information is subject to prior written approval to the
FSA.
16
4.3
If USJ discloses such confidential information to the SEC without the FSA’s approval, it may
negatively affect the relationship between the FSA and USJ. As the FSA has broad
discretionary supervisory power over USJ, the FSA might take administrative actions against
USJ depending on the situation surrounding the disclosure of such confidential information.
Therefore, the FSA’s approval may be required in practice. We have assumed, at Assumption
4, that USJ has obtained any necessary prior approval from the FSA.
16
In this regard, Item 10 (3) (iii) of the Guideline on Secu
rities Monitoring published by FSA requires the
financial institution which underwent the inspection to make application to the FSA for request to
disclosure the result of the inspection to a third party.
11
ANNEX 2
ASSUMPTIONS
This opinion relies on the following assumptions:
1.
UBS AG, including USJ has a “prudential regulator” as defined by Section 3 of the US
Securities Exchange Act of 1934 (the Securities Exchange Act). As such, the Covered Books
and Records considered in this opinion are limited to what a prudentially regulated SBSD
must be able to share with the SEC.
2.
Additionally, in accordance with SEC Guidance
at 85 FR 6297, books and records pertaining
to SBS transactions entered into prior to the date that USJ submits an application for
registration are not Covered Books and Records.
3.
USJ has obtained any necessary prior consent of the persons (e.g
.
, counterparties, employees)
whose information is or will be included in Covered Books and Records in order to provide
the SEC with access to its Covered Books and Records or to allow On-Site Inspections, to the
extent, as considered in this opinion, such consent would constitute valid consent and such
consent has not been withdrawn.
Insofar as Covered Books and Records relate to employees
of USJ, such employees are “associated persons” of UBS for purposes of 17 CFR § 240.18a-
5(b)(8) who have agreed to sharing of their personal/employment information with the SEC
in the event of a request for information from the SEC.
4.
Where information relevant to the communications with a Japanese regulatory authority,
including the result of an on-site inspection conducted by a Japanese regulatory authority, is
included in Covered Books and Records, USJ has received any necessary prior approval from
such Japanese regulatory authority to disclose such information to the SEC.
5.
The SEC will restrict its information requests for, and use of, any information pursuant to its
access to Covered Books and Records and On-Site Inspections to only the information that it
requires for the legitimate and specific purpose of fulfilling its regulatory mandate and
responsibilities by evaluating compliance with legal obligations designed to ensure the proper
legal administration
of
SEC
-
regulated firm
s
(which includes regulating, administering,
supervising, enforcing and securing compliance with the securities or derivatives laws in its
jurisdiction) and to prevent and/or enforce against potential illegal behaviour.
6.
We understand that USJ’s general experience in responding to information requests from the
SEC (or other US and non-US regulators) leads it to maintain a belief, which it considers to
be reasonable, that USJ can and (subject to any changes in applicable law and regulation
and/or the approach of relevant regulators) will continue to be able to comply with these data
protection principles in the course of making disclosures of the sort required when providing
access to Covered Books and Records and submitting to On-Site Inspection.
17
7.
It is the SEC's practice to limit the type and amount of personal data it requests during
examinations to targeted requests based on risk and related to specific clients and accounts,
and employees. We understand that this is in line with USJ’s general experience in responding
to information requests from the SEC, leading it to maintain a belief, which it considers
reasonable, that this assumption is, and will remain, accurate (subject to any changes in
applicable law and regulation and/or the approach of relevant regulators).
17
See the SEC Guidance at 85 FR 6298.
18
See the SEC Guidance at 85 FR 6298
12
8.
Information, data and documents received by the SEC are maintained in a secure manner and,
under strict US laws of confidentiality, information about individuals cannot be onward shared
save for certain uses publicly disclosed by the SEC, including in an enforcement proceeding,
pursuant to a valid and non-exempt US Freedom of Information Act (
FOIA
) request,
19
pursuant to a lawful request of the US Congress or a properly issued subpoena, or to other
regulators who have demonstrated a need for the information and provide assurances of
confidentiality.
9.
Any data held by USJ that is subject to a disclosure request from the SEC, either by way of
access or On-Site Inspection, will be held by USJ in Japan and will provided directly to the
SEC by USJ (and not via UBS AG or another entity).
19
We do not give any views in the opinion to matters of US law, though we understand that information can
be made public pursuant to requests under the US FOIA, and that certain information is exempt from such
requests, including (among others): (1) a trade secret or privileged or confidential commercial or financial
information obtained from a person; (2) a personnel, medical, or similar file the release of which would
constitute a clearly unwarranted invasion of personal privacy; (3) information compiled for law
enforcement purposes, the release of which (a) could reasonably be expected to interfere with law
enforcement proceedings; (b) would deprive a person of a right to a fair trial or an impartial adjudication;
(c) could reasonably be expected to constitute an unwarranted invasion of personal privacy; (d) could
reasonably be expected to disclose the identity of a confidential source; (e) would disclose techniques,
procedures, or guidelines for investigations or prosecutions; or (f) could reasonably be expected to endanger
an individual's life or physical safety; (4) contained in or related to examination, operating, or condition
reports about financial institutions that the SEC regulates or supervises.