This letter appeals the denial of a fee waiver for a Freedom of Information Act request regarding records of the U.S. Securities and Exchange Commission's ethics compliance system from 2006 to present. The letter provides six reasons why disclosing such information is in the public interest and qualifies for a fee waiver: 1) It concerns federal government operations and activities; 2) It would increase public understanding of SEC operations; 3) It would contribute to public rather than just the requester's understanding; 4) It would significantly contribute to public understanding of government operations; 5) Any commercial interest is less than the public interest; and 6) The public interest in disclosure is greater than any commercial interest. The letter requests reconsideration of the fee waiver

1. May 26, 2011
Freedom of Information Act Appeal
Ms. Mary Schapiro, Chairman
U.S. Securities and Exchange Commission
Washington, DC 20549
Dear Chairman Shapiro:
I am writing in regards to the ways and means the U.S. Securities and Exchange
Commission (the “Commission”) governs and manages matters relating to Freedom of
Information Act processing and the Commission’s Ethics Compliance system. It is of the private
and public right to understand the operations and activities of the Commission with respects to
honoring the Code of Ethics and maintaining Ethics Compliance.
It is incumbent upon the Commission to maintain an adequately designed and effective
Ethics Compliance system to assure that employees disclose “waste, fraud, abuse, and corruption
to appropriate authorities.”1 In that spirit, I kindly ask that you use your discretion and
judgment in assuring the prompt and timely closure of the enclosed matter2 further relating to
recommendations made to the Commission regarding the Whistleblower Provisions of Section 21F
of the Securities Exchange Act of 1934 on May 1, 20113 and amended on May 5, 20114. Thank you
for your cooperation and attention to this matter.
Sincerely,
Michael Brozzetti
Chairman, Business Integrity Alliance 5
1
§ 2635.101 Basic obligation of public service. Reference (11)
2
Freedom of Information Act Request No. 11-06336-FOIA per U.S. SEC records.
3
Comment Regarding File No. S7-33-10: http://www.sec.gov/comments/s7-33-10/s73310-308.pdf
4
Comment Regarding File No. S7-33-10: http://www.sec.gov/comments/s7-33-10/s73310-309.pdf
5
Publically Available Certification and Acknowledgement to the Business Integrity Alliance Code:
http://www.thebia.co/pdf/The%20BIA%20Code_Acknowledged_brozzetti.pdf
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2. May 25, 2011
MATTER: SEC-FOIA-REQUEST-#002 (SEC Request Number 11-06336-FOIA)
Dear Mr. Siford,
This correspondence is concerning your letter dated May 24, 2011. In regard to my Freedom of
Information Act request received in your office on May 3, 2011 requesting a summary of all reported
incidents and opinions, including concurring and dissenting opinions, as well as orders, made in
connection with the adjudication of matters relating to the Canon of Ethics, the Standards of Ethical
Conduct for Employees of the Executive Branch and other Related Statutory Authorities (collectively the
“Code of Ethics”) from 2006 to Present. In addition, I sought for each Commission official and
employee, a signed acknowledgment to the Code of Ethics. Your letter indicated that based on your
review of my letter, and the applicable fee waiver criteria, you denied the fee waiver request based on it
not providing substantive information relating to any of the six (6) factors relevant to public interest
disclosures. You further indicated in your letter that the 20-business day timeframe could not be met “due
to the need to search for and collect the requested records from field facilities or other establishments that
are separate from this office.” Without undue delay, please take into consideration the following reasons
why disclosing basic information related to the Commission Ethics Compliance system, an important
basis for public trust, is in the greater public interest thus qualifying for a grant in waiver of fees.
1) Whether the subject matter of the requested records concerns the operations or activities of the
Federal government;
a) The subject matter is relevant to the public concern of the operations or activities of the Federal
government based on Section § 2635.101 Basic obligation of public service. (a) Public service is
a public trust. Each employee has a responsibility to the United States Government and its
citizens to place loyalty to the Constitution, laws and ethical principles above private gain. To
ensure that every citizen can have complete confidence in the integrity of the Federal
Government, each employee shall respect and adhere to the principles of ethical conduct set forth
in this section, as well as the implementing standards contained in this part and in supplemental
agency regulations.
2) Whether the requested records are meaningfully informative on those operations or activities so
that their disclosure would likely contribute to increased public understanding of specific
operations or activities of the government;
a) The requested records are meaningfully informative on those Public Trust operations or activities
so that their disclosure would likely contribute to increased public understanding of specific
operations or activities of the government, including but not limited to the U.S. SEC Ethics
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3. Compliance system, which is a fundamental basis, and arguably the most important aspect of a
well-documented, thorough, and robust internal compliance system6.
b) The requested records disclosure would likely contribute to increased public understanding of
specific operations or activities of the government, specifically the adequacy of design and
operational effectiveness of the U.S. SEC’s Ethics Compliance system, in consideration of the
role of the U.S. SEC Ethics Official as defined within § 2635.102(c) Definitions.
i) Agency ethics official refers to the designated agency ethics official or to the alternate
designated agency ethics official, referred to in §2638.202(b) of this chapter, and to any
deputy ethics official, described in §2638.204 of this chapter, who has been delegated
authority to assist in carrying out the responsibilities of the designated agency ethics official.
ii) Mr. David Becker affirmed, “The Commission’s mission starts with an uncompromising
commitment to the highest ethical standards,” in a press release announcing Ms. Shira Pavis
Minton as the new Ethics Counsel in the Office of the General Counsel On August 5, 2010.
On March 3, 2011, Representative Darrell Issa (R-CA) and Senator Charles Grassley (R-IA)
sent a letter7 to the Securities and Exchange Commission’s Chairman Mary Schapiro raising
question to the handling of the Madoff matter with respects to high-ranking Commission
officials’ ethics compliance.
3) Whether disclosure will contribute to the understanding of the public at large, rather than the
understanding of the requester or a narrow segment of interested persons; and
a) The requested disclosure will contribute to the understanding of the public at large, rather than the
understanding of the requestor or a narrow segment of interested person by requestor promise to
disclose all relevant summary information and findings to the public-at-large no later than 12
months via a publicly accessible website. With respects to the U.S. SEC Ethics Compliance
system and requested records, it should also be considered that the Commission might use these
requested records to create a searchable index of records available to appropriate government
agents and agencies and Public, at Commission expense, as an assurance policy to safeguard the
right to Public Trust. According to Mr. William Lenox, former U.S. SEC Ethics Counsel8 :
i) “Public office is a public trust. The concept of ’trust’ is based on the fiduciary principle, very
important in the U.S. legal system, but not known in some countries. The principle is that one
owes a greater duty to someone else than to himself. This concept, applied to Government
employees, recognizes that favoring private interests, either those of the public employee
himself or those of any other person or organization, over the public good, that is, of all the
citizens, violates the purpose and spirit of public office.”
6
See page 34 of Proposed Rules for Implementing the Whistleblower Provisions of Section 21F of the Securities Exchange Act of 1934
(http://www.sec.gov/rules/proposed/2010/34-63237.pdf)
7
http://www.scribd.com/doc/50169442/2011-03-03-DEI-Grassley-to-Schapiro-SEC-Becker-Due-3-7-OCR
8
William Lenox. OUTLINE OF RULES OF ETHICS FOR EMPLOYEES AND OFFICIALS OF A SECURITIES REGULATORY AGENCY. April
2006.
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4. ii) “The actual level of ethical behavior in an institution is in large part a function of the culture
of that particular institution. Where the top officials set an example of doing the right thing,
the agency as a whole will be more ethical from top to bottom. By contrast, where the
leadership cuts ethical corners, no code or other set of rules will really be effective.
[emphasis added.]”
4. Whether disclosure would contribute significantly to public understanding of the governmental
operations or activities.
a) The requested disclosure would contribute significantly to public understanding of the operations
or activities of the government, including but not limited to, the design and effectiveness of the
U.S. SEC Ethics Compliance system which is fundamental in governing all other aspects of the
operations and activities in support of the Commission’s mission to “protect investors, maintain
fair, orderly, and efficient markets, and facilitate capital formation.”
5. Whether disclosure would further any commercial interests of the requester
a) The disclosure would likely further any commercial interests 9of the requester in the
accomplishment of the mission to advocate and advance practices supporting the principles of
integrity, transparency, accountability, and risk governance to the private and public sector.
6. Whether the public interest in disclosure is greater than the requester's commercial interest
under 17 CFR § 200.80 (e)(4)(ii).
a) The public interest in disclosure is greater than the requester’s commercial interest based on the
premise that the Commission has a basic obligation to public service to maintain a valid and
robust internal compliance system, including a fit Ethics Compliance system, with respects to
Public Trust.
Should your opinion still conclude in a denial of a fee waiver, I would kindly ask that you provide
a detailed explanation to the reasoning and facts relevant to denying this request for fee waiver, as it
relates to the aforementioned six (6) factors. If your opinion remains dissenting to grant a fee waiver,
kindly provide me a written Commission definition of what constitutes a “robust internal compliance”
system that warrants a Public Trust. Thank you for your cooperation and attention to this matter. Time is
of the Essence.
Sincerely,
Michael Brozzetti
9
Michael Brozzetti is an American Citizen, Taxpayer, and Entrpereneur. He is the President of Boundless LLC, an expert internal auditing and governance firm and
is Chairman of the Business Integrity Alliance™ which is a joint venture between zEthics, Inc. and Boundless LLC missioned to advocate and advance the practices
supporting the principles of integrity, transparency, accountability, and risk oversight. Michael Brozzetti is a Certified Internal Auditor® Learning System training
partner with the Institute of Internal Auditors, Villanova University, and the Holmes Corporation. Michael Brozzetti is currently under consideration for the zEthics,
Inc. Board of Directors and Chief Learning Officer for Global Governance Grid IT. Michael has no material holdings in the Capital Markets.
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5. VIA E-MAIL
From: Michael Brozzetti
Chairman, Business Integrity Alliance
3513 Bowman Street
Philadelphia, Pennsylvania
E-mail address: mike(at)boundlessllc.com
To: Ms. Mary Schapiro
Chairman
U.S. SEC
schapirom@sec.gov
CC: Ms. Elizabeth Murphy (please request Mr. William Lenox)
U.S. SEC Secretary
murphye@sec.gov
Mr. David Becker
U.S. SEC General Attorney
beckerd@sec.gov (E-Mail action report failure on May 26, 2011)
Mr. William Lenox
U.S. SEC Supervisory Attorney General
lenoxw@sec.gov
Mr. Mark Siford, Attorney-Adviser
U.S. SEC Office of FOIA and Records Management Services (OFRMS)
sifordm@sec.gov
Mr. H. David Kotz, Inspector General
U.S. SEC Office of the Inspector General (OIG)
kotzd@sec.gov
Ms. Shira Pavis Minton, Ethics Counsel
U.S. SEC General Counsel
mintons@sec.gov
Mr. Hudson Hollister
Committee on Oversight and Government Reform
U.S. House of Representatives
Hudson.Hollister@mail.house.gov
Mr. Chris Lucas
Committee on the Judiciary
U.S. Senate
Chris_Lucas@judiciary-rep.senate.gov
Mr. Mark Rome, American Entrepreneur
zEthics, Inc.
mrome(at)zethics.com
VIA REGULAR MAIL
ATTN: FOIA/Privacy Act Office of the
Securities and Exchange Commission Station Place
100 F Street NE, Mail Stop 2736
Washington, D.C. 20549
No e-mail provided
ATTN: SEC Office of General Counsel
Securities and Exchange Commission Station Place
100 F Street NE, Mail Stop 9612
Washington, D.C. 20549
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