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 Folder: 0004 Document: 3
Series: Steve Dunne Files

Copies: 1 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