Sd B4 Sec Fdr- Letter From Sec To Compagna Re Nara Records- And Withdrawal Notice 084

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 2O549

OFFICE OF THE GENERAL COUNSEL

Stop 0204

August 6,2004

VTA FACSIMILE AND U.S. MAIL Ms. Dianna Compagna Manager of Operations 9-11 Commission 301 Seventh Street, NW, Room 5125 Washington, DC 20407 Dear Ms. Compagna: The US Securities and Exchange Commission ("SEC") has received a letter from the National Archives and Records Administration ("NARA") dated July 7, 2004, advising that the 9-11 Commission will transfer its records to NARA following the issuance of the 9-11 Commission's final report. Among the records the 9-11 Commission will transfer are the written reports and summaries of the SEC's investigation into pre-September 11,2001 trading and records received from foreign government agencies (hereinafter "foreign records") as well as records subject to confidential treatment requests under the SEC's regulation, 17 CFR 200.83. Upon receiving the 9-11 Commission's request to produce the foreign records, SEC staff contacted the appropriate foreign government agencies to seek their consent to provide the 9-11 Commission with those documents.1 The foreign government agencies provided their consent based on the following assurances of confidentiality: > The 9-11 Commission will establish and maintain such safeguards as are necessary and appropriate to protect the confidentiality of files to which access is granted;2 > The 9-11 Commission will give the SEC notice of any request for the documents by private parties;3 > The 9-11 Commission will provide the SEC with notice if the 9-11 Commission decides to disclose the documents publicly;4 and > The 9-11 Commission is not required to produce documents under the Freedom of Information Act, legislation that enables the public to request the disclosure of records maintained by many US federal government agencies.5

1 As we explained to staff of the 9-11 Commission at the time of their request for the foreign records, materials provided to the SEC by foreign authorities are, generally, subject to confidentiality conditions, including that the records will not be publicly disclosed other than for purposes of SEC investigations and proceedings. 2 See letter from Daniel Marcus to Richard Humes dated July 16, 2003. 3 See letter from Richard Humes to Daniel Marcus dated July 22,2003 4 Id. 5 Because the 9-11 Commission is not an "agency" subject to FOIA, the SEC understood that the 9-11 Commission should not be required to produce the SEC's documents pursuant to FOIA.

Ms. Dianna Compagna August 6,2004 Page 2 The SEC provided these foreign records to the 9-11 Commission, on November 4 and 17, 2003, subject to these conditions. Attached is an index of the foreign records that were produced to the 9-11 Commission by letter from Melinda Hardy to Daniel Marcus dated November 4, 2003, and by letter from Melinda Hardy to Douglas Greenburg dated November 17,2003. Maintaining the confidentiality of the foreign records as agreed is critical to ensure that the conditions upon which the foreign records were provided to the SEC and subsequently to the 9-11 Commission are fulfilled. Failure to comply with those conditions could seriously harm the SEC's ability to obtain assistance from foreign government agencies. Accordingly, we are writing to confirm our understanding that the assurances provided to the SEC by the 9-11 Commission regarding the confidentiality of foreign records will continue to apply after those records are produced to NARA by the 9-11 Commission. To that end, we request that, in advance of transferring the foreign records to NARA, the 9-11 Commission advise NARA of the limitations on disclosure of the foreign records, as described herein, by providing NARA with a copy of this letter and by attaching the limitations (as set forth in this letter) to each of the foreign records produced by the SEC as well as any copies made of such records. NARA should also be advised that other records are subject to confidentiality requests under the SEC's rules. We also request that the 9-11 Commission provide the SEC with copies of correspondence to NARA regarding this matter. We understand that the 9-11 Commission will soon transfer its records to NARA and would greatly appreciate the 9-11 Commission's views on these issues as early as possible. We would, of course, be happy to discuss this further at your convenience.

Sincerely,

Celia L. Jacoby Senior Counsel

Attachment

Ethiopis Tafara SEC Office of International Affairs

WITH DRAWAL NOTICE RG: 148 Box: 00002 Series: Copies: 1

Folder: 0004 Document: 3 Steve Dunne Files Pages: 3

ACCESS RESTRICTED The item identified below has been withdrawn from this file: Folder Title: SEC Document Date: 08-06-2004 Document Type: Chart Special Media: From: To: Subject:

reports produced to the Commission

In the review of this file this item was removed because access to it is restricted. Restrictions on records in the National Archives are stated in general and specific record group restriction statements which are available for examination.

NND: 321 Withdrawn: 06-23-2008

by:

RETRIEVAL #: 321 00002 0004 3 System DocID: 2907