[Federal Register Volume 79, Number 22 (Monday, February 3, 2014)]
[Notices]
[Pages 6271-6327]
[FR Doc No: 2014-00271]

Vol. 79

Monday,

No. 22

February 3, 2014

Part II

Securities and Exchange Commission

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Public Company Accounting Oversight Board; Notice of Filing of Proposed
Rules on Amendments To Conform the Board's Rules and Forms to the Dodd-
Frank Act and Make Certain Updates and Clarifications; Notice

Federal Register / Vol. 79 , No. 22 / Monday, February 3, 2014 /
Notices

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-71237; File No. PCAOB-2013-03)

Public Company Accounting Oversight Board; Notice of Filing of
Proposed Rules on Amendments To Conform the Board's Rules and Forms to
the Dodd-Frank Act and Make Certain Updates and Clarifications

January 6, 2014.
    Pursuant to Section 107(b) of the Sarbanes-Oxley Act of 2002 (the
``Act''), notice is hereby given that on December 23, 2013, the Public
Company Accounting Oversight Board (the ``Board'' or the ``PCAOB'')
filed with the Securities and Exchange Commission (the ``Commission'')
the proposed rules described in items I and II below, which items have
been prepared by the Board. The Commission is publishing this notice to
solicit comments on the proposed rules from interested persons.

I. Board's Statement of the Terms of Substance of the Proposed Rules

    On December 4, 2013, the Board adopted amendments to conform the
Board's rules and forms to the Dodd-Frank Wall Street Reform and
Consumer Protection Act (the ``Dodd-Frank Act'') and make certain
updates and clarifications (collectively, the ``proposed rules''). The
text of the proposed rules is set out below.

Amendments to Board Rules, Interim Quality Control Standards, and
Ethics Code

    The Board is amending Sections 1, 2, 3, 4, 5, and 7 of its rules,
Sections 1000.08(m) and 1000.43, Appendix I of the Interim Quality
Control Standards, and its Ethics Code as set out below. Language
deleted by these amendments is bracketed. Language that is added is set
in Italic.

Rules of the Board

SECTION 1. GENERAL PROVISIONS

Rule 1001. Definitions of Terms Employed in Rules

    When used in the Rules, unless the context otherwise requires:
* * * * *
(a)(v) Audit
    The term ``audit'' means an examination of the financial
statements, reports, documents, procedures, controls, or notices of any
issuer, broker, or dealer by an independent public accounting firm in
accordance with the rules of the Board or the Commission [(or, for the
period preceding the adoption of applicable Rules of the Board under
Section 103 of the Act, in accordance with then applicable generally
accepted auditing standards for such purposes)], for the purpose of
expressing an opinion on the financial [such] statements or providing
an audit report.
    [Note: Effective [insert effective date of Rule 4020T], pursuant to
Rule 4020T, when used in Rule 3502, Section 5 of the Rules of the
Board, or the definition of ``disciplinary proceeding'' in Rule
1001(d)(i), the term ``audit'' has the meaning provided in Section 110
of the Act.]
(a)(vi) Audit Report
    The term ``audit report'' means a document, report, notice, or
other record--
    (1) prepared following an audit performed for purposes of
compliance by an issuer, broker, or dealer with the requirements of the
securities laws; and
    (2) in which a public accounting firm either--
    (i) sets forth the opinion of that firm regarding a financial
statement, report, notice, or other document, procedures, or controls;
or
    (ii) asserts that no such opinion can be expressed.

    [Note: Effective [insert effective date of Rule 4020T], pursuant to
Rule 4020T, when used in Rule 3502, Section 5 of the Rules of the
Board, or the definition of ``disciplinary proceeding'' in Rule
1001(d)(i), the term ``audit report'' has the meaning provided in
Section 110 of the Act.]
(a)(vii) Audit Services
    (1) With respect to issuers, t[T]he term ``audit services'' means
professional services rendered for the audit of an issuer's annual
financial statements, and (if applicable) for the reviews of an
issuer's financial statements included in the issuer's quarterly
reports or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for
those fiscal years;[.]
    (2) With respect to brokers and dealers, the term ``audit
services'' means professional services rendered for the audit of a
broker's or dealer's annual financial statements, supporting schedules,
supplemental reports, and for the report on either a broker's or
dealer's compliance report or exemption report, as described in Rule
17a-5(g) under the Exchange Act.
(f)(iii) Foreign Auditor Oversight Authority
    The term ``foreign auditor oversight authority'' means any
governmental body or other entity empowered by a foreign government to
conduct inspections of public accounting firms or otherwise to
administer or enforce laws related to the regulation of public
accounting firms.
* * * * *
(n)(i) Reserved
* * * * *
(o)(i) Other Accounting Services
    The term ``other accounting services'' means assurance and related
services that are reasonably related to the performance of the audit or
review of the [issuer's] client's financial statements, other than
audit services.
* * * * *
    (p)(i) Person Associated With a Public Accounting Firm (and Related
Terms)
    The terms ``person associated with a public accounting firm'' (or
with a ``registered public accounting firm'' or ``applicant'') and
``associated person of a public accounting firm'' (or of a ``registered
public accounting firm'' or ``applicant'') mean any individual
proprietor, partner, shareholder, principal, accountant, or
professional employee of a public accounting firm, or any independent
contractor or entity that, in connection with the preparation or
issuance of any audit report--
    (1) shares in the profits of, or receives compensation in any other
form from, that firm; or
    (2) participates as agent or otherwise on behalf of such accounting
firm in any activity of that firm;
provided, however, that these terms do not include a person engaged
only in clerical or ministerial tasks, or, for purposes of completing a
registration application on Form 1, Part IX of an annual report on Form
2, or Part IV of a Form 4 filed to succeed to the registration status
of a predecessor, these terms do not include [or] a person whom the
public accounting firm reasonably believes is a person primarily
associated with another registered public accounting firm.

    Note: Section 2(a)(9)(C) of the Act provides that, for purposes of,
among other things, Section 105 of the Act, and the Board's rules
thereunder, the terms defined in Rule 1001(p)(i) shall include any
person associated, seeking to become associated, or formerly associated
with a public accounting firm, except that:

    (1) the authority to conduct an investigation of such person under
Section 105(b) of the Act shall apply only with respect to any act or
practice, or omission to act, by the person while such person was
associated or seeking

to become associated with a registered public accounting firm; and
    (2) the authority to commence a disciplinary proceeding under
Section 105(c)(1) of the Act, or impose sanctions against such person
under Section 105(c)(4) of the Act, shall apply only with respect to:
    (i) conduct occurring while such person was associated or seeking
to become associated with a registered public accounting firm; or
    (ii) non-cooperation, as described in Section 105(b)(3) of the Act,
with respect to a demand in a Board investigation for testimony,
documents, or other information relating to a period when such person
was associated or seeking to become associated with a registered public
accounting firm.
(p)(ii) Play a Substantial Role in the Preparation or Furnishing of an
Audit Report
    The phrase ``play a substantial role in the preparation or
furnishing of an audit report'' means--
    (1) to perform material services that a public accounting firm uses
or relies on in issuing all or part of its audit report [with respect
to any issuer], or
    (2) to perform the majority of the audit procedures with respect to
a subsidiary or component of any issuer, broker, or dealer, the assets
or revenues of which constitute 20% or more of the consolidated assets
or revenues of such issuer, broker, or dealer necessary for the
principal auditor [accountant] to issue an audit report [on the
issuer].

    Note 1: For purposes of paragraph (1) of this definition, the term
``material services'' means services, for which the engagement hours or
fees constitute 20% or more of the total engagement hours or fees,
respectively, provided by the principal auditor [accountant] in
connection with the issuance of all or part of its audit report [with
respect to any issuer]. The term does not include non-audit services
provided to non-audit clients.

    Note 2: For purposes of paragraph (2) of this definition, the
phrase ``subsidiary or component'' is meant to include any subsidiary,
division, branch, office or other component of an issuer, broker, or
dealer, regardless of its form of organization and/or control
relationship with the issuer, broker, or dealer.

    Note 3: For purposes of determining ``20% or more of the
consolidated assets or revenues'' under paragraph (2) of this Rule,
this determination should be made at the beginning of the issuer's,
broker's, or dealer's fiscal year using prior year information and
should be made only once during the issuer's, broker's, or dealer's
fiscal year.
* * * * *
(p)[(iii)](v) Party
    The term ``party'' means the interested division, any person named
as a respondent in an order instituting proceedings or notice of a
hearing, any applicant named in the caption of any order, or any person
seeking Board review of a decision.
* * * * *
(p)(vi) Professional Standards
    The term ``professional standards'' means--
    (A) accounting principles that are--
    (i) established by the standard setting body described in section
19(b) of the Securities Act [of 1933, as amended by the Act], or
prescribed by the Commission under section 19(a) of the Securities Act
[of 1933] or section 13(b) of the [Securities] Exchange Act [of 1934];
and
    (ii) relevant to audit reports for particular issuers, brokers, or
dealers, or dealt with in the quality control system of a particular
registered public accounting firm; and
    (B) auditing standards, standards for attestation engagements,
quality control policies and procedures, ethical and competency
standards, and independence standards (including rules implementing
Title II of the Act) that the Board or the Commission determines--
    (i) relate to the preparation or issuance of audit reports for
issuers, brokers, or dealers; and
    (ii) are established or adopted by the Board under section 103(a)
of the Act, or are promulgated as rules of the Commission.

    [Note: Effective [insert effective date of Rule 4020T], pursuant to
Rule 4020T, when used in Rule 3502, Section 5 of the Rules of the
Board, or the definition of ``disciplinary proceeding'' in Rule
1001(d)(i), the term ``professional standards'' has the meaning
provided in Section 110 of the Act.]
* * * * *
(s)[(iii)](vi) Secretary
    The term ``Secretary'' means the Secretary of the Board.
(s)(iv) Suspension
    The term ``suspension'' means a temporary disciplinary sanction,
which lapses by its own terms, prohibiting--
    (1) a registered public accounting firm from preparing or issuing,
or participating in the preparation or issuance of, any audit report
[with respect to any issuer]; or
    (2) a person from being associated with a registered public
accounting firm.
* * * * *

SECTION 2. REGISTRATION AND REPORTING

Part 1--Registration of Public Accounting Firms

Rule 2100. Registration Requirements for Public Accounting Firms

    [Effective October 22, 2003 (or, for foreign public accounting
firms, July 19, 2004),] E[e]ach public accounting firm that--
    (a) prepares or issues any audit report with respect to any issuer,
broker, or dealer; or
    (b) plays a substantial role in the preparation or furnishing of an
audit report with respect to any issuer, broker, or dealer must be
registered with the Board.

    Note 1: As set forth in Section 106(a)(1) of the Act, registration
with the Board pursuant to this Rule will not by itself provide a basis
for subjecting a foreign public accounting firm to the jurisdiction of
the U.S. federal or State courts, other than with respect to
controversies between such firms and the Board.
    Note 2: The issuance of a consent to include an audit report for a
prior period by a public accounting firm, which does not currently have
and does not expect to have an engagement with an issuer, broker, or
dealer to prepare or issue, or to play a substantial role in the
preparation or furnishing of an audit report with respect to any
issuer, broker, or dealer will not by itself require a public
accounting firm to register under Rule 2100.

Rule 2106. Action on Applications for Registration.

(a) Standard for Approval.
    After reviewing the application for registration, any additional
information provided by the applicant, and any other information
obtained by the Board, the Board will determine whether approval of the
application for registration is consistent with the Board's
responsibilities under the Act to protect the interests of investors
and to further the public interest in the preparation of informative,
accurate, and independent audit reports [for companies the securities
of which are sold to, and held by and for, public investors].
* * * * *

Rule 2107. Withdrawal from Registration

* * * * *
(d) Board Action
    Within 60 days of Board receipt of a completed Form 1-WD, the Board
may order that withdrawal of registration be delayed for a period of up
to eighteen months from the date of such receipt if the Board
determines that such withdrawal would be inconsistent with the Board's
responsibilities under the Act, including its responsibilities to
conduct--
    (1) inspections to assess the degree of compliance of each
registered public accounting firm and associated persons of that firm
with the Act, the rules of the Board, the rules of the Commission, or
professional standards, in connection with its performance of audits,
issuance of audit reports, and related matters involving issuers,
brokers, or dealers; or
* * * * *

SECTION 3. AUDITING AND RELATED PROFESSIONAL PRACTICE STANDARDS

Part 1--General Requirements

Rule 3101. Certain Terms Used in Auditing and Related Professional
Practice Standards

* * * * *
    [(c) The documentation requirement in paragraph (a)(2) is effective
for audits of financial statements or other engagements with respect to
fiscal years ending on or after November 15, 2004.]

Rule 3200T. Interim Auditing Standards

    In connection with the preparation or issuance of any audit report,
a registered public accounting firm, and its associated persons, shall
comply with generally accepted auditing standards, as described in the
AICPA Auditing Standards Board's Statement of Auditing Standards No.
95, as in existence on April 16, 2003 (Codification of Statements on
Auditing Standards, AU Sec.  150 (AICPA 2002)), to the extent not
superseded or amended by the Board.
    [Note: Under Section 102(a) of the Act, public accounting firms are
not required to be registered with the Board until 180 days after the
date of the determination of the Commission under section 101(d) that
the Board has the capacity to carry out the requirements of Title I of
the Act (the ``mandatory registration date''). The Board intends that,
during the period preceding the mandatory registration date, the
Interim Auditing Standards apply to public accounting firms that would
be required to be registered after the mandatory registration date and
to associated persons of those firms, as if those firms were registered
public accounting firms.]

[Rule 3201T. Temporary Transitional Provision for PCAOB Auditing
Standard No. 2, ``An Audit of Internal Control Over Financial Reporting
Performed in Conjunction With an Audit of Financial Statements.'']
    [(a) Notwithstanding Auditing Standard No. 2, in connection with
the audit of an issuer that does not file Management's annual report on
internal control over financial reporting in reliance on SEC Release
No. 34-50754, Order Under Section 36 of the Securities Exchange Act of
1934 Granting an Exemption from Specified Provisions of Exchange Act
Rules 13a-1 and 15d-1 (November 30, 2004), a registered public
accounting firm and its associated persons need not:]
    [(1) Date the auditor's report on management's assessment of the
effectiveness of internal control over financial reporting with the
same date as the auditor's report on the issuer's financial statements,
provided that the date of the auditor's report on management's
assessment of the effectiveness of internal control over financial
reporting is later than the date of the auditor's report on the
issuer's financial statements; or]
    [(2) Add a paragraph to the auditor's separate report on the
financial statements of an issuer that refers to a separate report on
management's assessment of the effectiveness of internal control over
financial reporting.]
    [(b) This temporary rule will expire on July 15, 2005.]

Rule 3300T. Interim Attestation Standards

    In connection with an engagement (i) described in the AICPA's
Auditing Standards Board's Statement on Standards for Attestation
Engagements No. 10 (Codification of Statements on Auditing Standards,
AT Sec.  101.01 (AICPA 2002)) and (ii) related to the preparation or
issuance of audit reports [for issuers], a registered public accounting
firm, and its associated persons, shall comply with the AICPA Auditing
Standards Board's Statements on Standards for Attestation Engagements,
and related interpretations and Statements of Position, as in existence
on April 16, 2003, to the extent not superseded or amended by the
Board.

    [Note: The Board intends that, during the period preceding the
mandatory registration date, the Interim Attestation Standards apply to
public accounting firms that would be required to be registered after
the mandatory registration date and to associated persons of those
firms, as if those firms were registered public accounting firms.]

Rule 3400T. Interim Quality Control Standards

    A registered public accounting firm, and its associated persons,
shall comply with quality control standards, as described in--
    (a) the AICPA's Auditing Standards Board's Statements on Quality
Control Standards, as in existence on April 16, 2003 (AICPA
Professional Standards, QC Sec. Sec.  20-40 (AICPA 2002)), to the
extent not superseded or amended by the Board; and
    (b) the AICPA SEC Practice Section's Requirements of Membership
(d), [(f)(first sentence),] (l), (m), (n)(1) and (o), as in existence
on April 16, 2003 (AICPA SEC Practice Section Manual Sec.  1000.08(d),
[(f),] (j), (m), (n)(1) and (o)), to the extent not superseded or
amended by the Board.

    Note: The AICPA SEC Practice Section's Requirements of Membership
only apply to those registered public accounting firms that were
members of the AICPA SEC Practice Section on April 16, 2003.
    [Note: The second sentence of requirement (f) of the AICPA SEC
Practice Section's Requirements of Membership provided for the AICPA's
peer review committee to ``authorize alternative procedures'' when the
requirement for a concurring review could not be met because of the
size of the firm. This provision is not adopted as part of the Board's
Interim Quality Control Standards. After the effective date of the
Interim Quality Control Standards, requests for authorization of
alternative procedures to a concurring review may, however, be directed
to the Board.]

    [Note: The Board intends that, during the period preceding the
mandatory registration date, the Interim Quality Control Standards
apply to public accounting firms that would be required to be
registered after the mandatory registration date and to associated
persons of those firms, as if those firms were registered public
accounting firms.]

Part 5--Ethics and Independence

Rule 3500T. Interim Ethics and Independence Standards

    (a) In connection with the preparation or issuance of any audit
report, a

registered public accounting firm, and its associated persons, shall
comply with ethics standards, as described in the AICPA's Code of
Professional Conduct Rule 102, and interpretations and rulings
thereunder, as in existence on April 16, 2003 (AICPA Professional
Standards, ET Sec. Sec.  102 and 191 (AICPA 2002)), to the extent not
superseded or amended by the Board.

    [Note: The Board intends that, during the period preceding the
mandatory registration date, the Interim Ethics Standards apply to
public accounting firms that would be required to be registered after
the mandatory registration date and to associated persons of those
firms, as if those firms were registered public accounting firms.]
    (b) In connection with the preparation or issuance of any audit
report, a registered public accounting firm, and its associated
persons, shall comply with independence standards--
    (1) as described in the AICPA's Code of Professional Conduct Rule
101, and interpretations and rulings thereunder, as in existence on
April 16, 2003 (AICPA Professional Standards, ET Sec. Sec.  101 and 191
(AICPA 2002)), to the extent not superseded or amended by the Board;
and
    (2) Standards Nos. 2 and 3, and Interpretation 99-1 of the
Independence Standards Board, to the extent not superseded or amended
by the Board.
    Note: The Board's Interim Independence Standards do not supersede
the Commission's auditor independence rules. See Rule 2-01 of Reg. S-X,
17 CFR 210.2-01. Therefore, to the extent that a provision of the
Commission's rule is more restrictive--or less restrictive--than the
Board's Interim Independence Standards, a registered public accounting
firm must comply with the more restrictive rule.

Rule 3501. Definitions of Terms Employed in Section 3, Part 5 of the
Rules

    When used in Section 3, Part 5 of the Rules, unless the context
otherwise requires:
* * * * *
(a)(v) Audit Committee
    The term ``audit committee'' means a committee (or equivalent body)
established by and among the board of directors of an entity for the
purpose of overseeing the accounting and financial reporting processes
of the entity and audits of the financial statements of the entity; if
no such committee exists with respect to the entity, the entire board
of directors of the entity. For audits of non-issuers, if no such
committee or board of directors (or equivalent body) exists with
respect to the entity, ``audit committee'' means the person(s) who
oversee(s) the accounting and financial reporting processes of the
entity and audits of the financial statements of the entity.
* * * * *
(i)(ii) Investment Company Complex
    (1) The term ``investment company complex'' includes--
* * * * *
    (iii) Any investment company or entity that would be an investment
company but for the exclusions provided by section 3(c) of the
Investment Company Act [of 1940] (15 U.S.C. Sec.  80a-(c)) that has an
investment adviser or sponsor included in this definition by either
paragraph (i) or (ii) of this definition.
* * * * *
Subpart 1--Independence

Rule 3520. Auditor Independence

    A registered public accounting firm and its associated persons must
be independent of the firm's audit client throughout the audit and
professional engagement period.

    Note 1: Under Rule 3520, a registered public accounting firm or
associated person's independence obligation with respect to an audit
client [that is an issuer] encompasses not only an obligation to
satisfy the independence criteria applicable to the engagement set out
in the rules and standards of the PCAOB, but also an obligation to
satisfy all other independence criteria applicable to the engagement,
including the independence criteria set out in the rules and
regulations of the Commission under the federal securities laws.

    Note 2: Rule 3520 applies only to those associated persons of a
registered public accounting firm required to be independent of the
firm's audit client by standards, rules or regulations of the Board or
Commission or other applicable independence criteria.

Rule 3523. Tax Services for Persons in Financial Reporting Oversight
Roles

    A registered public accounting firm is not independent of an issuer
[its] audit client if the firm, or any affiliate of the firm, during
the professional engagement period provides any tax service to a person
in a financial reporting oversight role at the issuer audit client, or
an immediate family member of such person, unless--
    (a) the person is in a financial reporting oversight role at the
issuer audit client only because he or she serves as a member of the
board of directors or similar management or governing body of the audit
client;
    (b) the person is in a financial reporting oversight role at the
issuer audit client only because of the person's relationship to an
affiliate of the entity being audited--
    (1) whose financial statements are not material to the consolidated
financial statements of the entity being audited; or
    (2) whose financial statements are audited by an auditor other than
the firm or an associated person of the firm; or
    (c) the person was not in a financial reporting oversight role at
the issuer audit client before a hiring, promotion, or other change in
employment event and the tax services are--
    (1) provided pursuant to an engagement in process before the
hiring, promotion, or other change in employment event; and
    (2) completed on or before 180 days after the hiring or promotion
event.

    Note: In an engagement for an issuer audit client whose financial
statements for the first time will be required to be audited pursuant
to the standards of the PCAOB, the provision of tax services to a
person covered by Rule 3523 before the earlier of the date that the
firm: (1) signed an initial engagement letter or other agreement to
perform an audit pursuant to the standards of the PCAOB, or (2) began
procedures to do so, does not impair a registered public accounting
firm's independence under Rule 3523.

Rule 3524. Audit Committee Pre-approval of Certain Tax Services

    In connection with seeking audit committee pre-approval to perform
for an issuer audit client any permissible tax service, a registered
public accounting firm shall--
* * * * *

Rule 3525. Audit Committee Pre-approval of Non-audit Services Related
to Internal Control Over Financial Reporting

    In connection with seeking audit committee pre-approval to perform
for an issuer audit client any permissible non-audit service related to
internal control over financial reporting, a registered public
accounting firm shall--
* * * * *

[Rule 3600T. Interim Independence Standards.]

    [In connection with the preparation or issuance of any audit
report, a registered

public accounting firm, and its associated persons, shall comply with
independence standards]--
    [(a) as described in the AICPA's Code of Professional Conduct Rule
101, and interpretations and rulings thereunder, as in existence on
April 16, 2003 (AICPA Professional Standards, ET Sec. Sec.  101 and 191
(AICPA 2002)), to the extent not superseded or amended by the Board;
and]
    [(b) Standards Nos. 1, 2, and 3, and Interpretations 99-1, 00-1,
and 00-2, of the Independence Standards Board, to the extent not
superseded or amended by the Board.]

    [Note: The Board's Interim Independence Standards do not supersede
the Commission's auditor independence rules. See, e.g., Rule 2-01 of
Reg. S-X, 17 CFR 240.2-01. Therefore, to the extent that a provision of
the Commission's rule is more restrictive--or less restrictive--than
the Board's Interim Independence Standards, a registered public
accounting firm must comply with the more restrictive rule.]

    [Note: The Board intends that, during the period preceding the
mandatory registration date, the Interim Independence Standards apply
to public accounting firms that would be required to be registered
after the mandatory registration date and to associated persons of
those firms, as if those firms were registered public accounting
firms.]

Part 7--Establishment of Professional Standards

Rule 3700. Advisory Groups

* * * * *
(c) Selection of Members of Advisory Groups.
    Members of advisory groups will be selected by the Board, in its
sole discretion, based upon nominations, including self-nominations,
received from any person or organization.

    Note: The Board will announce, from time to time, periods during
which it will receive nominations to an advisory group. During those
periods, nominations may be submitted by any person or organization,
including, but not limited to, any investor, any accounting firm, any
issuer, broker, dealer, and any institution of higher learning.
* * * * *

SECTION 4. INSPECTIONS

Rule 4009. Firm Response to Quality Control Defects

* * * * *
    (d) The portions of the Board's inspection report that deal with
criticisms of or potential defects in quality control systems that the
firm has not addressed to the satisfaction of the Board shall be made
public by the Board--
    (1) upon the expiration of the 12-month period described in
paragraph (a) of this rule if the firm fails to make any submission
pursuant to paragraph (a); or
    (2) upon the expiration of the period in which the firm may seek
Commission review of any board determination made under paragraph (c)
of this rule, if the firm does not seek Commission review of the Board
determination; or
    (3) in the event the firm requests Commission review of the
determination, upon completion of the Commission's processes related to
that request unless otherwise directed by the Commission [unless
otherwise directed by Commission order or rule, 30 days after the firm
formally requests Commission review pursuant to Section 104(h)(1)(B) of
the Act].

Rule 4020T. Interim Inspection Program Related to Audits of Brokers and
Dealers

* * * * *
(b) Definitions
    When used in this rule, the term ``interim program,'' means the
interim program of inspection described in paragraph (c). [When used in
this rule, Rule 3502, Section 5 of the Rules of the Board, or the
definition of ``disciplinary proceeding'' in Rule 1001(d)(i), the terms
``audit,'' ``audit report,'' and ``professional standards'' have the
meaning provided in Section 110 of the Act.]
* * * * *

SECTION 5. INVESTIGATIONS AND ADJUDICATIONS

Part 1--Inquiries and Investigations

Rule 5102. Testimony of Registered Public Accounting Firms and
Associated Persons in Investigations

* * * * *
(c) Conduct of Examination
* * * * *
(4) Examinations of Registered Public Accounting Firms
    A registered public accounting firm subject to an accounting board
demand shall designate one or more individuals who consent to testify
on its behalf, and shall [may] set forth, for each individual
designated, the matters on which the individual will testify. The
individuals so designated shall testify as to matters known or
reasonably available to the registered public accounting firm.
* * * * *

Rule 5105. Requests for Testimony or Production of Documents from
Persons Not Associated With Registered Public Accounting Firms

(a) Testimony
    The Board, and the staff of the Board designated in an order of
formal investigation, may issue an accounting board request for the
testimony of any person, including any client of a registered public
accounting firm, that the Board considers relevant or material to an
investigation.
(1) Requests for Testimony
    An accounting board request for testimony pursuant to subparagraph
(a) of this Rule shall--
* * * * *
    (iii) if the person to be examined is an issuer, broker, dealer,
partnership, [an] association, [a] governmental agency, or other
organized entity, provide a description with reasonable particularity
of the matters on which examination is requested.
(2) Conduct of Examination and Transcript
    An examination requested pursuant to this Rule shall be conducted
consistent with Rules 5102(c) and a transcript shall be prepared
consistent with Rule 5102(d). If the person to be examined is an
issuer, broker, dealer, [or a] partnership, [or] association, or
governmental agency, the person to be examined shall designate one or
more individuals who consent to testify on its behalf and [may] shall
set forth, for each individual designated, the matters on which the
individual will testify. The individuals so designated shall testify as
to matters known or reasonably available to the organization.
(b) Documents
    The Board, and the staff of the Board designated in an order of
formal investigation, may issue an accounting board request to any
person, including any issuer, broker, or dealer for the production of
any document that is relevant or material to an investigation, with
appropriate notice, subject to the needs of the investigation. A
request issued pursuant to this Rule shall set forth a reasonable time
and place for production, subject to the needs of the investigation.
* * * * *

Rule 5108. Confidentiality of Investigatory Records

    (a) Informal inquiries and formal investigations, and any
documents, testimony or other information prepared or received by or
specifically for the Board or the staff of the Board in connection with
such inquiries and investigations, shall be confidential in the hands
of the Board, unless and until presented in connection with a public
proceeding or released in accordance with Section 105(c) of the Act,
and the Board's Rules thereunder; provided, however, that the Board may
make such information available--
    (1) to the Commission; and
    (2) in the discretion of the Board, when determined by the Board to
be necessary to accomplish the purposes of the Act or to protect
investors, to the following--
    (a) the Attorney General of the United States;
    (b) the appropriate Federal functional regulator (as defined in
section 509 of the Gramm-Leach-Bliley Act), other than the Commission,
and the Director of the Federal Housing Finance Agency, with respect to
an audit report for an institution subject to the jurisdiction of such
regulator;
    (c) State attorneys general in connection with any criminal
investigation; [and]
    (d) any appropriate State regulatory authority;
    (e) a self-regulatory organization, with respect to an audit report
for a broker or dealer that is under the jurisdiction of such self-
regulatory organization; and
    (f) any foreign auditor oversight authority, concerning a public
accounting firm with respect to which it has been empowered by a
foreign government to inspect or otherwise enforce laws, if:
    (i) the foreign auditor oversight authority provides:
    (A) such assurances of confidentiality as the Board may request;
    (B) a description of the applicable information systems and
controls of the foreign auditor oversight authority; and
    (C) a description of the laws and regulations of the foreign
government of the foreign auditor oversight authority that are relevant
to information access; and
    (ii) the Board determines that it is appropriate to share such
information.
* * * * *

Rule 5110. Noncooperation with an Investigation

* * * * *
(b) Special and Expedited Procedures
    Disciplinary proceedings instituted solely pursuant to Rule
5200(a)(3) for noncooperation with an investigation shall be subject to
special and expedited procedures as described in Rules 5201(b)(3),
5300(b), 5302(d), 5421(b), 5422(a)(2), 5422(d), 5445(b), and
5460(a)(2)(ii).

Rule 5112. Coordination and Referral of Investigations

* * * * *
(b) Board Referrals of Investigations
    The Board may refer any investigation:
    (1) to the Commission; [and,]
    (2) to a self-regulatory organization, in the case of an
investigation that concerns an audit report for a broker or dealer that
is under the jurisdiction of such self-regulatory organization; and
    (3) in the case of an investigation that concerns an audit report
for an institution that is subject to the jurisdiction of any other
Federal functional regulator (as defined in section 509 of the Gramm-
Leach-Bliley Act) or the Director of the Federal Housing Finance
Agency, to such regulator.
* * * * *

Part 2--Disciplinary Proceedings

Rule 5200. Commencement of Disciplinary Proceedings

(a) Grounds for Commencement of Disciplinary Proceedings
    The Board may commence a disciplinary proceeding when--
* * * * *
    (2) it appears to the Board, as the result of an investigation or
otherwise, that a hearing is warranted to determine whether a
registered public accounting firm, or any person who is, or at the time
of the alleged failure reasonably to supervise was, a supervisory
person of such firm, [the supervisory personnel of such a firm,] has
failed reasonably to supervise an associated person, either as required
by the Rules of the Board relating to auditing or quality control
standards, or otherwise, with a view to preventing violations of this
Act, the Rules of the Board, the provisions of the securities laws
relating to the preparation and issuance of audit reports and the
obligations and liabilities of accountants with respect thereto,
including the rules of the Commission under the Act, or professional
standards, and that such associated person has committed[s] a violation
of the Act, or of any [of] such rules, laws, or standards;
* * * * *

Rule 5201. Notification of Commencement of Disciplinary Proceedings

* * * * *
(b) Content of Order Instituting Proceedings
    An order instituting proceedings issued pursuant to subparagraph
(a) shall include a short and plain statement of the matters of fact
and law to be considered and determined with respect to each person
charged, including--
* * * * *
    (3) in the case of a proceeding instituted solely pursuant to Rule
5200(a)(3), [(i)] the conduct alleged to constitute the failure to
cooperate with an investigation[; and (ii) a hearing date].
* * * * *

Rule 5204. Determinations in Disciplinary Proceedings

(a) Burden of Proof
    In any disciplinary proceeding instituted pursuant to Rule
5200(a)(1), Rule 5200(a)(2), or Rule 5200(a)(3), the interested
division shall bear the burden of proving an alleged violation or
failure to supervise by a preponderance of the evidence. A respondent
raising an affirmative defense shall bear the burden of proving that
affirmative defense by a preponderance of the evidence.
(b) Initial Decision of a Hearing Officer
* * * * *
    Note: Unless the Board has directed otherwise, the Board expects
hearing officers in proceedings instituted pursuant to Rule 5200(a)(1)
or Rule 5200(a)(2) to prepare initial decisions within 60 days after
the deadline for filing post-hearing briefs or other submissions; the
Board expects hearing officers in proceedings instituted solely
pursuant to Rule 5200(a)(3) to prepare initial decisions within 30 days
after the deadline for filing post-hearing briefs; and the Board
expects hearing officers in proceedings pursuant to Rule 5500 to
prepare initial decisions within 45 days after the deadline for filing
post-hearing briefs or other submissions.
* * * * *

Rule 5205. Settlement of Disciplinary Proceedings Without a
Determination After Hearing

* * * * *

(c) Consideration of Offers of Settlement
* * * * *
    Note: In a hearing on disapproval of registration, an offer of
settlement will be considered and handled by the Director of
Registration and Inspections in accordance with Rule 5205[6] as if the
Director of Registration and Inspections were the Director of
Enforcement and Investigations.

Part 3--Disciplinary Sanctions

Rule 5300. Sanctions
(a) Sanctions in Proceedings Instituted Pursuant to Rule 5200(a)(1) or
Rule 5200(a)(2)
    If the Board finds, based on all of the facts and circumstances,
that a registered public accounting firm or associated person thereof
has engaged in any act or practice, or omitted to act, in violation of
the Act, the Rules of the Board, the provisions of the securities laws
relating to the preparation and issuance of audit reports and the
obligations and liabilities of accountants with respect thereto,
including the rules of the Commission issued under the Act, or
professional standards, the Board may impose such disciplinary or
remedial sanctions as it determines appropriate, subject to the
applicable limitations under Section 105(c)(5) of the Act, including--
* * * * *
    (4) a civil money penalty for each such violation, in an amount not
to exceed the maximum amount authorized by Sections 105(c)(4)(D)(i) and
105(c)(4)(D)(ii) of the Act, including penalty inflation adjustments
published in the Code of Federal Regulations at 17 CFR part 201,
subpart E; [equal to--]
    [(i) not more than $100,000 for a natural person or $2,000,000 for
any other person; and]
    [(ii) in any case to which Section 105(c)(5) of the Act applies,
not more than $750,000 for a natural person or $15,000,000 for any
other person;]
* * * * *
(b) Sanctions in Proceedings Instituted Pursuant to Rule 5200(a)(3)
* * * * *
    Note 1: Rule 5300 does not preclude the imposition of any sanction,
on consent, in the context of a settlement, notwithstanding that the
sanction is not listed in the Rule.

    Note 2: The maximum penalty amounts authorized by the Act are
periodically adjusted for inflation by the Commission, pursuant to the
Federal Civil Penalties Inflation Adjustment Act of 1990, as amended by
the Debt Collection Improvement Act of 1996, and vary depending upon
the date the violation occurs. The maximum penalty amounts are
published at 17 CFR Sec.  201 Subpart E.

Part 4--Rules of Board Procedure

General

Rule 5407. Filing of Papers: Signature Requirement and Effect

    Following the issuance of an order instituting proceedings, [every
filing of] a party who represents himself or herself shall sign his or
her individual name and state the date and his or her address and
telephone number on every filing. Every filing of a[A] party
represented by counsel shall be signed by at least one counsel of
record in his or her name and shall state that counsel's business
address and telephone number.
* * * * *

Prehearing Rules

Rule 5420. Stay Requests

(a) Leave To Participate To Request a Stay
    The Board or the hearing officer may grant leave to participate on
a limited basis only to an authorized representative of the Commission,
an authorized representative of the United States Department of
Justice, an authorized representative of a United States Attorney, an
appropriate state regulatory authority, an appropriate self-regulatory
organization, or an authorized representative of any criminal
prosecutorial authority of any State or any other political subdivision
of a State for the purpose of requesting a stay during the pendency of
a Commission investigation or proceeding, a criminal investigation or
prosecution, a self-regulatory organization, or a state regulatory
proceeding, arising out of the same or similar facts that are at issue
in the pending Board or disciplinary proceeding. Motions for leave to
participate shall be in writing, shall set forth the nature and extent
of the movant's interest in the proceeding, and, except where good
cause for late filing is shown, shall be filed not later than 20 days
prior to the date fixed for the commencement of the hearing. A stay
granted pursuant to this Rule may be granted for such a period and upon
such conditions as the Board or the hearing officer deems appropriate.
(b) Stay to Protect Ongoing Commission Investigation
    Upon a showing that a stay requested pursuant to this Rule is
necessary to protect an ongoing Commission investigation, the motion
for the stay shall be granted.
(c) Other Stays
    Upon a showing that such a stay is in the public interest or for
the protection of investors, the motion for the stay shall be favored.

Rule 5421. Answer to Allegations

* * * * *
(b) When to File
    Unless additional time is granted by the hearing officer or the
Board, a party filing an answer as provided in paragraph (a) of this
Rule shall do so within 20 days after service upon the party of an
order instituting proceedings pursuant to Rule 5200(a)(1), Rule
5200(a)(2), or Rule 5500, and within 5 days after service upon the
party of an order instituting proceedings solely pursuant to Rule
5200(a)(3). If the order instituting proceedings is amended, the Board
or the hearing officer may require that an amended answer be filed and,
if such an answer is required, shall specify a date for the filing
thereof.
* * * * *

Rule 5422. Availability of Documents for Inspection and Copying

(a) Documents to be Available for Inspection and Copying
* * * * *
(2) Proceedings Commenced Solely Pursuant to Rule 5200(a)(3)
* * * * *
(b) Documents That May Be Withheld
    (1) The interested division may decline to make available for
inspection and copying--
    (i) any document prepared by, a member of the Board or of the
Board's staff, or persons retained by the Board or Board staff to
provide services in connection with the investigation, disciplinary
proceeding, or hearing on disapproval of registration, provided that
the document [that] has not been disclosed to any person other than
Board members, Board staff, or persons retained by the Board or Board
staff as described above [to provide services in connection with the
investigation, disciplinary proceeding, or hearing on disapproval of
registration];
    (ii) any document accessed from generally available public sources,
such as legal research or other subscription databases, databases of
securities filings, databases of periodicals, and public Web sites,
except to the extent that the interested division intends to introduce
such documents as evidence;

    (iii) any other document that is privileged, including any other
document protected by the attorney work product doctrine;
    (iv[ii]) any document that would disclose the identity of a
confidential source; and
    ([i]v) any other document that the staff identifies for the hearing
officer's consideration as to whether the document may be withheld as
not relevant to the subject matter of the proceeding or otherwise for
good cause shown.
* * * * *
(c) Procedures Concerning Withheld Documents
    (1) The interested division shall, at the time it makes documents
available to a respondent under this rule, provide the respondent with
a log of documents withheld pursuant to paragraph (b)(1)(iii) of this
Rule. The log shall provide the same information that a person would be
required to supply to the Board under Rule 5106 in connection with a
privilege assertion. On a motion by any respondent, a hearing officer
may, in his or her discretion, require the interested division to
submit any document listed on the log for inspection by the hearing
officer in camera. A hearing officer may order that any such document
be made available to a respondent for inspection and copying only if
the hearing officer determines that the document is not a document
described in paragraph (b)(1)(iii).
    (2) The interested division shall, at the time it makes documents
available to a respondent under this rule, provide the hearing officer
and each respondent with a list of documents withheld pursuant to
paragraph (b)(1)(iv[ii]) or (b)(1)([i]v) of this Rule and a brief
description of the reason for withholding each document. The list
provided to the respondent may be redacted as necessary to protect
interests related to the interested division's reason for withholding
the document. The hearing officer may require the interested division
to submit any such document for inspection by the hearing officer in
camera. The hearing officer may order that any such document be made
available to the respondent for inspection and copying only if the
hearing officer determines that--
    (i) with respect to any document withheld pursuant to paragraph
(b)(1)(iv[ii])--
    (A) producing the document would not have the effect of identifying
a confidential source; or
    (B) the document contains material, exculpatory evidence, provided,
however, that to the extent such evidence can be disclosed without
disclosing the identity of a confidential source, such identity shall
not be disclosed.
    (ii) with respect to any document withheld pursuant to paragraph
(b)(1)([i]v)--
    (A) the document is relevant to the subject matter of the
proceeding and no good cause exists for withholding it; or
    (B) the document contains material, exculpatory evidence.
(d) Timing of Inspection and Copying
    Unless otherwise ordered by the Board or the hearing officer, the
interested division shall make documents available for inspection and
copying to any respondent who is not in default under Rule 5409 no
later than 14 days after the institution of proceedings pursuant to
Rule 5200(a)(1), Rule 5200(a)(2), or Rule 5500, and no later than 7
days after proceedings have been instituted solely pursuant to Rule
5200(a)(3).
* * * * *

Rule 5426. Prior Sworn Statements of Nonparty Witnesses in Lieu of Live
Testimony

    At a hearing, any person wishing to introduce a prior, sworn
statement of a nonparty witness otherwise admissible in the proceeding,
in lieu of live testimony may make a motion setting forth the reasons
therefor. If only part of a statement is offered in evidence, the
hearing officer may require that all relevant portions of the statement
be introduced. If all of a statement is offered in evidence, the
hearing officer may require that portions not relevant to the
proceeding be excluded. A motion to introduce a prior sworn statement
of a nonparty witness in lieu of live testimony may be granted if--
* * * * *

Rule 5427. Motion for Summary Disposition

(a) For Interested Division
    After a party has filed an answer and documents have been made
available to that respondent for inspection and copying pursuant to
Rule 5422, or after service of a motion for summary disposition by the
respondent, the interested division may make a motion for summary
disposition of any or all allegations of the order instituting
proceedings [the proceedings] with respect to that respondent.
(b) For Respondent
    A respondent party may at any time make a motion for summary
disposition of any or all allegations of the order instituting
proceedings [the proceeding] with respect to that respondent.
(c) Pre-motion Conference Required
    A party seeking summary disposition shall request and attend a pre-
motion conference with the hearing officer before filing its motion for
summary disposition.
(1) Due-date for Filing
    At the pre-motion conference, the hearing officer will schedule a
due-date for the submission of the motion for summary disposition and
may, but is not required to, schedule a due-date for the submission of
a response to the motion for summary disposition [judgment].
(2) Review and Decide Procedure
    If the hearing officer has not scheduled a due-date for a response
to the motion for summary disposition [judgment], upon review of the
motion the hearing officer may decide to deny the motion or to require
a response to the motion. A hearing officer shall not grant a motion
for summary disposition until after the due-date for filing a response
to the motion has passed.
* * * * *

Rule 5442. Evidence: Objections and Offers of Proof

(a) Objections
    Objections to the admission or exclusion of evidence must be made
on the record and shall be in short form, stating the grounds relied
upon. Exceptions to any ruling thereon by the hearing officer need not
be noted at the time of the ruling. Such exceptions will be deemed
waived on appeal to the Board, however, unless raised--
    (1) pursuant to interlocutory review in accordance with Rule 5461;
    (2) in a proposed finding or conclusion filed in a post-hearing
brief or other submission filed pursuant to Rule 5445; or
    (3) in a petition for Board review of an initial decision filed in
accordance with Rule 5460.
* * * * *

Rule 5445. Post-hearing Briefs and Other Submissions

* * * * *
    (b) In any proceeding instituted solely pursuant to Rule
5200(a)(3), the hearing officer may, in his or her discretion, render
an initial decision without allowing for post-hearing briefs or other

submissions, or may allow for such briefs or other submissions
according to an expedited schedule.

Appeals to the Board

Rule 5460. Board Review of Determinations of Hearing Officers

(a) Petition for Review of Initial Decision by Hearing Officers
    Any party to a hearing may obtain Board review of an initial
decision by filing a petition for review that--
    (1) sets forth specific findings and conclusions of the initial
decision as to which exception is taken, together with the supporting
reasons for each exception; and
    (2) is filed--
    (i) in a proceeding instituted pursuant to Rule 5200(a)(1), Rule
5200(a)(2), or Rule 5500, within 30 days after service of the initial
decision on the petitioner or within 10 days after the filing of a
petition for review by another party, whichever is later; or
    (ii) in a proceeding instituted solely pursuant to Rule 5200(a)(3),
within 10 days after service of the initial decision on the petitioner.
* * * * *
(e) Summary Affirmance
    The Board may summarily affirm an initial decision based upon the
petition for review [and any response thereto], without further
briefing, if it finds that no issue raised in the petition for review
warrants further consideration by the Board.

    Note: For purposes of Rule 5460(a), with respect to any party that
has entered an appearance and provided an electronic mail address as
required by Rule 5401, service of the initial decision is deemed to
occur on the date the Secretary transmits the initial decision to that
electronic mail address.

Rule 5462. Briefs Filed with the Board

(a) Briefing Schedule Order
    Upon a timely and valid petition for review, or upon its own timely
motion to review an initial decision, other than review ordered
pursuant to Rule 5469, the Board shall issue a briefing schedule order
directing the parties to file opening briefs and specifying particular
issues, if any, as to which briefing should be limited or directed.
Unless otherwise provided, opening briefs shall be filed within 40 days
of the date of the briefing schedule order. Opposition briefs shall be
filed within 30 days after the date opening briefs are due. Reply
briefs may be filed within 14 days after the date opposition briefs are
due. No briefs in addition to those specified in the briefing schedule
order may be filed except with leave of the Board. The briefing
schedule order shall be issued--
    (1) at the time the Board orders review on its own initiative
pursuant to Rule 5460(b), or orders interlocutory review on its own
motion pursuant to Rule 5461(a)[0]; or
    (2) within 21 days, or such longer time as provided by the Board,
after--
    (i) the last day permitted for filing a petition for review
pursuant to Rule 5460(a)[204(d)];
    (ii) certification of a ruling for interlocutory review pursuant to
Rule 5461(b).
* * * * *

SECTION 7. FUNDING

Rule 7103. Assessment of Accounting Support Fees.

* * * * *
(c) Petition for Correction
    Any issuer, broker, or dealer who disagrees with the class in which
it has been placed, or with the calculation by which its share of the
accounting support fee was determined, may petition the Board for a
correction of the share of the accounting support fee it was allocated.
Any such petition shall include an explanation of the nature of the
claimed mistake in classification or calculation in writing and must be
filed with the Board, on or before the 60th day after the invoice is
sent, or within such longer period as the Board allows for good cause
shown. After a review of such a petition, the Board will determine
whether the allocation is consistent with Section 109 of the Act and
the Board's rules thereunder and provide the issuer, broker, or dealer
a written explanation of its decision. The provisions of Rule 7104
shall be suspended while such a petition is pending before the Board.
* * * * *

Rule 7104. Collection of Accounting Support Fees.

* * * * *
(b) Determination of Payment of Accounting Support Fees by Registered
Accounting Firm
* * * * *
    [Note 3: For purposes of Rule 7104, the term ``audit'' means an
examination of the financial statements, reports, documents,
procedures, controls, or notices of any issuer, broker, or dealer by an
independent public accounting firm in accordance with the rules of the
Board or the Commission, for the purpose of expressing an opinion on
the financial statements or providing an audit report. For purposes of
Rule 7104, the term ``audit report'' means a document, report, notice,
or other record (1) prepared following an audit performed for purposes
of compliance by an issuer, broker, or dealer with the requirements of
the securities laws; and (2) in which a public accounting firm either
(i) sets forth the opinion of that firm regarding a financial
statement, report, notice, or other document, procedures, or controls;
or (ii) asserts no such opinion can be expressed.]
* * * * *

Quality Control--Interim Standards

SEC Practice Section (SECPS)--Requirements of Membership

SECPS Sec.  1000.08(m)--Notification of the Commission of Resignations
and Dismissals from Audit Engagements for Commission Registrants

    (1) When the member firm has been the auditor for an SEC registrant
(as defined in Appendix D, SECPS Sec.  1000.38) that is required to
file current reports on Form 8-K and has resigned, declined to stand
for re-election or been dismissed, report the fact that the client-
auditor relationship has ceased directly in writing to the former SEC
client, with a simultaneous copy to the Office of the Chief Accountant
of the Securities and Exchange Commission, unless the former client
reports the change in auditors in a timely filed Form 8-K. \fn4\ Such
report shall be sent to the former SEC client and to the Office of the
Chief Accountant by the end of the fifth business day following the
member firm's determination that the client-auditor relationship has
ended, if the issuer has not reported the change in auditors to the SEC
in a timely filed Form 8-K.
    (2) When the member firm has been the auditor for an SEC registrant
(as defined in Appendix D, SECPS Sec.  1000.38) that is not required to
file current reports on Form 8-K and has resigned, declined to stand
for re-election or been dismissed, report the fact that the client-
auditor relationship has ceased directly in writing to the former SEC
client, with a simultaneous copy to the Office of the Chief Accountant
of the Securities and Exchange Commission.\fn5\ Such report shall be
sent to the former SEC client and to the Office of the Chief Accountant
by the end of the fifth business day following the member firm's
determination that the client-auditor relationship has ended,
irrespective of whether or not the registrant has reported the change
in

auditors in a timely filed [Form 8-K] report.
    Fn4 See Appendix I, SECPS Sec.  1000.43, for standard form of such
report.
    Fn5 See Appendix I, SECPS Sec.  1000.43, for standard form of such
report.

.43 APPENDIX I--STANDARD FORM OF LETTER CONFIRMING THE CESSATION OF THE
CLIENT-AUDITOR RELATIONSHIP

(Date)
Mr. John Doe
Chief Financial Officer
XYZ Corporation
    Anytown, USA
Dear Mr. Doe:
    This is to confirm that the client-auditor relationship between XYZ
Corporation (Commission File Number X-XXXX) and Able Baker & Co. has
ceased.
Sincerely,
Able Baker & Co.
    CC: Office of the Chief Accountant, SECPS Letter File, Securities
and Exchange Commission
<EMAIL_ADDRESS>[Mail Stop 9-5]
100 F Street NE.,
[450 Fifth Street NW.,]
Washington, D.C. 20549
    The SEC has indicated that member firms may satisfy the SECPS
notification requirements by e-mailing [faxing] a copy of the SECPS
letter to the SEC-Office of the Chief Accountant ([202-942-9656; Attn:
SECPS Letter File/Mail Stop 9-5] SECPSletters@sec.gov). A copy of the
[fax log] e-mail should be retained by the sender as documentation of
timely filing [and a back-up copy of the letter should be sent by
regular mail to the SEC]. The SEC strongly encourages sending the
notification letter by [fax and will accept the date of the fax as the
notification date] e-mail to<EMAIL_ADDRESS>The SEC staff will
accept the date the e-mail is received as the notification date. If [a
fax] e-mail transmission is not available, alternatively, by order of
preference, the SECPS notification letter may be sent to the SEC via
(1) fax to<PHONE_NUMBER>, (2) U.S. Postal Service overnight delivery,
([2]3) commercial overnight courier, or ([3]4) certified mail, ``return
receipt requested.''
    The exact name of the registrant[,] and the Commission File Number
as it appears on the cover page of the Form 10-K[, and the complete SEC
address, as shown above,] should be used in the e-mail [letter and on
the envelop]. If the cessation of the client-auditor relationship
affects multiple SEC registrants (e.g., a parent with publicly-
registered subsidiaries, series of mutual funds), the exact name of
each registrant and each Commission File Number should be set forth in
the SECPS [letter] e-mail.
* * * * *

Ethics Code

EC2. Definitions
* * * * *
(e) Honoraria
    The term ``honoraria'' means anything with more than a nominal
value, whether provided in cash or otherwise, and which is provided in
exchange for a speech, panel participation, publication or lecture.
Neither the waiver of conference fees nor acceptance of a modest
speakers-only meal constitutes ``honoraria.'' [Note:] Items and meals
which are provided to all conference participants[, including
speakers,] are not [provided ``in exchange for'' a speech and thus not]
considered to be ``honoraria.''
(f) Practice
    The term ``practice'' means--
    (1) knowingly acting as an agent or attorney for, or otherwise
representing any other person in any formal or informal appearance
before the Board or Commission with respect to Board-related matters;
or
    (2) making any oral or written communication on behalf of any other
person to, and with the intent to influence, the Board or Commission
with respect to Board-related matters.

    Note: For purposes of this definition, participating in the
financial reporting process as the officer or director of an issuer,
broker, or dealer or participating in an audit of the financial
statements of an issuer, broker, or dealer does not, in and of itself,
constitute practice before the Board or the Commission.
* * * * *
EC5. Investments
* * * * *
    (d) Board members and professional staff shall [annually] disclose
their holdings, and the holdings of their spouses, spousal equivalents,
and dependents, in securities of issuers (including exchange-traded
options and futures) to the Ethics Officer.
    (1) [For initial disclosures, statements shall be filed with the
Ethics Officer w] Within the first 60 days of commencement of service
with the Board; and [, or 60 days from the effective date of this Code,
whichever is later.]
    (2) On an annual basis, on May 1 or another date that may be
prescribed by the Ethics Officer. [Subsequent disclosures shall be
filed with the Ethics Officer on May 1, commencing the first year
following the initial disclosure.]
    (3) Disclosure statements by Board Members shall be made available
to the public.
    (4) Disclosure statements by professional staff shall remain
confidential.
* * * * *
EC7. Gifts, Reimbursements, Honoraria and Other Things of Value
* * * * *
    (b) No Board member or staff shall accept payment for or
reimbursement of official travel-related expenses from any
organization, except--
    (1) for travel that is in direct connection with the employee's
participation in an educational forum; and
    (2) the educational forum is principally sponsored by and the
travel-related expenses are paid or reimbursed by--
    (A) a federal, state or local governmental body, or an association
of such bodies,
    (B) an accredited institution of higher learning,
    (C) an organization exempt from taxation under 501(c)(3) of the
Internal Revenue Code, provided such organization is not principally
funded from one or more public accounting firms, [or] issuers, brokers,
or dealers, or
    (D) institutions equivalent to those in EC 7(b)(2)(A)-(C) outside
the United States.
EC8. Disqualification
    (a) If a Board member or professional staff becomes, or reasonably
should become, aware of facts which would lead a reasonable person to
believe that he or she, or his or her spouse, spousal equivalent, or
dependents, may have a financial or personal interest [or other similar
relationship] which might affect or reasonably create the appearance of
affecting his or her independence or objectivity with respect to the
Board's function or activities, then he or she shall, at the earliest
possible date--
    (1) disclose such circumstances and facts, as set forth in
subsection (b); and
    (2) recuse himself or herself from further Board functions or
activities involving or affecting the financial [interest] or personal
interest [relationship].
* * * * *
EC12. Post-Employment Restrictions
(a) Negotiating Prospective Employment
    (1) Board members and professional staff may not negotiate
prospective

employment with a public accounting firm, [or] issuer, broker, or
dealer, without first disclosing (pursuant to the procedures in Section
EC8(b)) the identity of the prospective employer and recusing himself
or herself from all Board matters directly affecting that prospective
employer.
    (2) For purposes of this section, ``negotiating prospective
employment'' means participating in an employment interview; discussing
an offer of employment; or accepting an offer of employment, even if
the precise terms are still to be developed. Submitting a resume or job
application to a group of employers or receiving an unsolicited inquiry
of interest that is rejected, do not alone constitute ``negotiating
prospective employment.''
* * * * *

Amendments to Board Forms

    The amended Form 1, Form 1-WD, Form 2, Form 3, and Form 4 are set
forth below.

FORMS

Form 1--Application for Registration

General Instructions

    1. The definitions in the Board's rules apply to this form.
Italicized terms in the instructions to this form are defined in the
Board's rules. See Rule 1001.
    2. Any public accounting firm applying to the Board for
registration pursuant to Section 102 of the Act must file this form
with the Board. See Rule 2101.
    3. In addition to these instructions, the rules contained in
Section 2 of the Board's rules govern applications for registration.
Please read these rules and the instructions carefully before
completing this form.
    4. Unless otherwise directed by the Board, applicants must submit
this form, and all exhibits to the form, to the Board electronically by
completing the Web-based version of Form 1. Form 1 is available on the
Board's Web site at: http://www.pcaobus.org/Registration/index.aspx.
See Rule 2101.
    5. This form must be accompanied by a registration fee in
accordance with Section 102(f) of the Act. The amount of the required
fee is available at http://www.pcaobus.org/Registration/index.aspx. An
application for registration will not be deemed received by the Board
until the registration fee has been paid. See Rule 2102.
    6. An applicant may request confidential treatment of any portion
of its application for registration that has not otherwise been
publicly disclosed and that either contains information reasonably
identified by the applicant as proprietary information or that is
protected from public disclosure by applicable laws related to
confidentiality of proprietary, personal, or other information. An
applicant that requests confidential treatment must identify the
portion of the application that it desires to keep confidential, and
include, as Exhibit 99.1 to the application for registration, a
representation that, to the applicant's knowledge, the information for
which confidential treatment is requested has not otherwise been
publicly disclosed, and a detailed explanation of the grounds on which
the information is considered proprietary or a detailed explanation of
the basis for asserting that the information is protected by law from
public disclosure and a copy of the specific provision of law that the
applicant claims protects the information from public disclosure. If
the Firm fails to include Exhibit 99.1, or includes an Exhibit 99.1
that fails to comply with Rule 2300(c)(2), the request for confidential
treatment may be denied solely on the basis of that failure. The Board
will normally grant confidential treatment requests for information
concerning non-public disciplinary proceedings. The Board will
determine whether or not to grant other confidential treatment requests
on a case-by-case basis. See Rule 2300(c).
    7. If an applicant is prohibited by the law(s) of a non-U.S.
jurisdiction from submitting to the Board information requested by all
or a part of an Item to this form, the applicant shall so indicate by
making a notation under the relevant item number of the form and
furnishing, as Exhibit 99.2 to the application for registration, the
following information: (i) a copy of the relevant portion of the
conflicting non-U.S. law, (ii) a legal opinion that submitting the
information would cause the applicant to violate the conflicting non-
U.S. law; and (iii) an explanation of the applicant's efforts to seek
consents or waivers to eliminate the conflict, if the withheld
information could be provided to the Board with a consent or waiver,
and a representation that the applicant was unable to obtain such
consents or waivers to eliminate the conflict.
    8. Where this form requires disclosure of a sum of money, such
amount must be stated in U.S. dollars and rounded to the nearest
thousand. If such amount was received or paid in a currency other than
U.S. dollars, the amount must be converted to U.S. dollars.
    9. Where this form requires non-historical (i.e., current)
information, applicants may submit the information as of a date not
earlier than 90 days prior to submission of the application. Such
information will be deemed current for purposes of this form.
    10. Information submitted as part of this form, including any
exhibit to this form, must be in the English language.

PART I--Identity of the Applicant

Item 1.1 Name of Applicant
    State the legal name of the applicant; if different, also state the
name or names under which the applicant (or any predecessor for which
the applicant is the successor in interest with respect to the entity's
liabilities) issues audit reports, or has issued any audit report
during the five years prior to the date of this application.
Item 1.2 Applicant Contact Information
    State the physical address (and, if different, mailing address) of
the applicant's headquarters office. State the telephone number and
facsimile number of the applicant's headquarters office. If available,
state the Web site address of the applicant.
Item 1.3 Primary Contact and Signatories
    State the name, title, physical business address (and, if
different, business mailing address), telephone number, fax number, and
email address of a partner or authorized officer of the applicant who
will serve as the applicant's primary contact with the Board regarding
this application. Provide the same information for every person whose
signature appears in Part VIII or Part IX of this form, if any of those
persons are different from the primary contact.
Item 1.4 Applicant's Form of Organization
    State the applicant's legal form (e.g., proprietorship,
partnership, limited liability partnership) and the jurisdiction (e.g.,
the state of the United States or comparable non-U.S. jurisdiction)
under the law of which the applicant is organized or exists.
Item 1.5 Applicant's Offices
    If the applicant has more than one office, furnish, as Exhibit 1.5,
the physical address (and, if different, mailing address) of each of
the applicant's offices.
Item 1.6 Associated Entities of Applicant
    State the name and physical address (and, if different, mailing
address) of all associated entities of the applicant that engage in the
practice of public accounting or preparing or issuing audit reports, or
comparable reports prepared

for clients that are not issuers. Do not include any person listed in
Item 7.1.
Item 1.7 Applicant's Licenses
    List every license or certification number issued to the applicant
authorizing it to engage in the business of auditing or accounting. For
each such license or certification number, furnish the name of the
issuing state, agency, board, or other authority.

Part II--Listing of Applicant's Public Company Audit Clients and
Related Fees

Item 2.1 Issuers for Which Applicant Prepared Audit Reports During the
Preceding Calendar Year
    List the names of all issuers for which the applicant prepared or
issued any audit report dated during the calendar year preceding the
calendar year in which this application is filed. In addition to the
issuer's name, this list must include, with respect to each issuer--
    a. The issuer's business address (as shown on its most recent
filing with the Commission), and CIK number.
    b. The date of the audit report.
    c. The total amount of fees billed for audit services for the
issuer's fiscal year for which the audit report was issued.
    d. The total amount of fees billed for other accounting services
for the issuer's fiscal year for which the audit report was issued.
    e. The total amount of fees billed for non-audit services for the
issuer's fiscal year for which the audit report was issued.

    Note: Only fees billed by the principal auditor (i.e., the public
accounting firm that issued the audit report) need be disclosed in
response to this Item. To the extent not previously disclosed or known
by the applicant, estimated amounts may be used in responding to this
Item. For investment company issuers, the fees disclosed in response to
paragraphs (c)-(e) of this Item should include all fees for services
rendered to the issuer, to the issuer's investment adviser (not
including any sub-adviser whose role is primarily portfolio management
and is subcontracted with or overseen by another investment adviser),
and to any entity controlling, controlled by, or under common control
with, the adviser that provides ongoing services to the issuer.
Item 2.2 Issuers for Which Applicant Prepared Audit Reports During the
Current Calendar Year
    List the names of all issuers for which the applicant prepared or
issued any audit report dated during the current calendar year. (Do not
include audit reports the applicant expects to prepare or issue during
this calendar year, but that have not yet been issued. These are called
for in Item 2.3 below.) In addition to the issuer's name, include, with
respect to each issuer--
    a. The issuer's business address (as shown on its most recent
filing with the Commission), and CIK number.
    b. The date of the audit report.
    c. The total amount of fees billed for audit services for the
issuer's fiscal year for which the audit report was issued.
    d. The total amount of fees billed for other accounting services
for the issuer's fiscal year for which the audit report was issued.
    e. The total amount of fees billed for non-audit services for the
issuer's fiscal year for which the audit report was issued.

    Note: Only fees billed by the principal auditor (i.e., the public
accounting firm that issued the audit report) need be disclosed in
response to this Item. To the extent not previously disclosed or known
by the applicant, estimated amounts may be used in responding to this
Item. For investment company issuers, the fees disclosed in response to
paragraphs (c)-(e) of this Item should include all fees for services
rendered to the issuer, to the issuer's investment adviser (not
including any sub-adviser whose role is primarily portfolio management
and is subcontracted with or overseen by another investment adviser),
and to any entity controlling, controlled by, or under common control
with, the adviser that provides ongoing services to the issuer.
Item 2.3 Issuers for Which Applicant Expects to Prepare Audit Reports
During the Current Calendar Year
    List the names of all issuers for which the applicant expects to
prepare or issue any audit report dated during the calendar year in
which this application is filed. In addition to the issuer's name,
include, with respect to each issuer, the issuer's business address (as
shown on its most recent filing with the Commission), and CIK number.

    Note: An applicant may presume that it is expected to prepare or
issue an audit report for an issuer (i) if it has been engaged to do
so, or (ii) if it issued an audit report during the preceding calendar
year for an issuer, absent an indication from the issuer that it no
longer intends to engage the applicant.
Item 2.4 Issuers for Which Applicant Played, or Expects to Play, a
Substantial Role in Audit
    For applicants that did not prepare or issue an audit report dated
during the preceding or current calendar year, and that do not expect
to prepare or issue an audit report dated during the current calendar
year, list the names of all issuers for which the applicant played, or
expects to play, a substantial role in the preparation or furnishing of
an audit report dated during the preceding or current calendar year. In
addition to the issuer's name, this list must include, with respect to
each issuer--
    a. The issuer's business address (as shown on its most recent
filing with the Commission), and CIK number.
    b. The name of the public accounting firm that issued, or is
expected to issue, the audit report.
    c. The date of the audit report, if it has been issued.
    d. The type of substantial role played by the applicant with
respect to the audit report.

    Note: Applicants that disclosed the name of an issuer in response
to any of Items 2.1-2.3 need not respond to this Item. In responding to
the part of this Item that asks about issuers for which the applicant
expects to play a substantial role in the preparation or furnishing of
an audit report, an applicant may conclude that it is expected to play
a substantial role in the preparation or furnishing of an audit report
for an issuer (i) if it has been engaged to do so, or (ii) if it played
a substantial role in the preparation and furnishing of an audit report
during the preceding calendar year, absent an indication from the
issuer or principal accounting firm that it no longer intends to engage
the applicant.

Part III--Listing of Applicant's Broker or Dealer Audit Clients and
Related Fees

Item 3.1 Brokers and Dealers for Which Applicant Prepared Audit Reports
During the Preceding Calendar Year
    List the names of all brokers and dealers for which the applicant
prepared or issued any audit report dated during the calendar year
preceding the calendar year in which this application is filed. In
addition to the broker's or dealer's name, this list must include, with
respect to each broker or dealer--
    a. The broker's or dealer's business address, and the broker's or
dealer's CRD number, and CIK number, if any.
    b. The date of the audit report.
    c. The total amount of fees billed for audit services for the
broker's or dealer's fiscal year for which the audit report was issued.
    d. The total amount of fees billed for other accounting services
for the

broker's or dealer's fiscal year for which the audit report was issued.
    e. The total amount of fees billed for non-audit services for the
broker's or dealer's fiscal year for which the audit report was issued.

    Note: Only fees billed by the principal auditor (i.e., the public
accounting firm that issued the audit report) need be disclosed in
response to this Item. To the extent not previously disclosed or known
by the applicant, estimated amounts may be used in responding to this
Item.
Item 3.2 Brokers and Dealers for Which Applicant Prepared Audit Reports
During the Current Calendar Year
    List the names of all brokers or dealers for which the applicant
prepared or issued any audit report dated during the current calendar
year. (Do not include audit reports the applicant expects to prepare or
issue during this calendar year, but that have not yet been issued.
These are called for in Item 3.3 below.) In addition to the broker's or
dealer's name, include, with respect to each broker or dealer--
    a. The broker's or dealer's business address, and the broker's or
dealer's CRD number, and CIK number, if any.
    b. The date of the audit report.
    c. The total amount of fees billed for audit services for the
broker's or dealer's fiscal year for which the audit report was issued.
    d. The total amount of fees billed for other accounting services
for the broker's or dealer's fiscal year for which the audit report was
issued.
    e. The total amount of fees billed for non-audit services for the
broker's or dealer's fiscal year for which the audit report was issued.

    Note: Only fees billed by the principal auditor (i.e., the public
accounting firm that issued the audit report) need be disclosed in
response to this Item. To the extent not previously disclosed or known
by the applicant, estimated amounts may be used in responding to this
Item.
Item 3.3 Brokers and Dealers for Which Applicant Expects to Prepare
Audit Reports During the Current Calendar Year
    List the names of all brokers and dealers for which the applicant
expects to prepare or issue any audit report dated during the calendar
year in which this application is filed. In addition to the broker's or
dealer's name, include, with respect to each broker or dealer, the
broker's or dealer's business address, and the broker's or dealer's CRD
number, and CIK number, if any.

    Note: An applicant may conclude that it is expected to prepare or
issue an audit report for a broker or dealer (i) if it has been engaged
to do so, or (ii) if it issued an audit report during the preceding
calendar year for a broker or dealer, absent an indication from the
broker or dealer that it no longer intends to engage the applicant.
Item 3.4 Brokers and Dealers for Which Applicant Played, or Expects to
Play, a Substantial Role in Audit
    For applicants that did not prepare or issue an audit report dated
during the preceding or current calendar year, and that do not expect
to prepare or issue an audit report dated during the current calendar
year, list the names of all brokers and dealers for which the applicant
played, or expects to play, a substantial role in the preparation or
furnishing of an audit report dated during the preceding or current
calendar year. In addition to the broker's or dealer's name, this list
must include, with respect to each broker or dealer--
    a. The broker's or dealer's business address, and the broker's or
dealer's CRD number, and CIK number, if any.
    b. The name of the public accounting firm that issued, or is
expected to issue, the audit report.
    c. The date of the audit report, if it has been issued.
    d. The type of substantial role played by the applicant with
respect to the audit report.

    Note: Applicants that disclosed the name of a broker or dealer in
response to any of Items 3.1-3.3 need not respond to this Item. In
responding to the part of this Item that asks about brokers and dealers
for which the applicant expects to play a substantial role in the
preparation or furnishing of an audit report, an applicant may conclude
that it is expected to play a substantial role in the preparation or
furnishing of an audit report for a broker or dealer (i) if it has been
engaged to do so, or (ii) if it played a substantial role in the
preparation and furnishing of an audit report during the preceding
calendar year, absent an indication from the broker or dealer or
principal accounting firm that it no longer intends to engage the
applicant.

Part IV--Statement of Applicant's Quality Control Policies

Item 4.1 Applicant's Quality Control Policies
    Furnish, as Exhibit 4.1, a narrative, summary description, in a
clear, concise and understandable format, of the quality control
policies of the applicant for its accounting and auditing practices,
including procedures used to monitor compliance with independence
requirements.

Part V--Listing of Certain Proceedings Involving the Applicant

Item 5.1 Certain Criminal, Civil and Administrative Proceedings
    a. Indicate whether or not the applicant or any associated person
of the applicant is a defendant or respondent--
    1. in any pending criminal proceeding, or was a defendant in any
such proceeding in which a judgment was rendered against the applicant
or such person, whether by plea or after trial, during the previous
five years;
    2. in any pending civil or alternative dispute resolution
proceeding initiated by a governmental entity (including a non-U.S.
jurisdiction) arising out of the applicant's or such person's conduct
in connection with an audit report, or a comparable report prepared for
a client that is not an issuer, broker, or dealer, or was a defendant
or respondent in any such proceeding in which a judgment or award was
rendered against the applicant or such person, whether by consent or
otherwise, during the previous five years;
    3. in any pending administrative or disciplinary proceeding arising
out of the applicant's or such person's conduct in connection with an
audit report, or a comparable report prepared for a client that is not
an issuer, broker, or dealer or was a respondent in any such proceeding
in which a finding of violation was rendered, or a sanction entered,
against the applicant or such person, whether by consent or otherwise,
during the previous five years. Administrative or disciplinary
proceedings include those of the Commission; the Board; any other
federal, state, or non-U.S. agency, board, or administrative or
licensing authority; and any professional association or body.
Investigations that have not resulted in the commencement of a
proceeding need not be included;

    Note: Foreign public accounting firm applicants need only disclose
such proceedings for the applicant and any proprietor, partner,
principal, shareholder, officer, or manager of the applicant who
provided at least ten hours of audit services for any issuer, broker,
or dealer during the last calendar year.
    b. In the event of an affirmative response to Item 5.1.a, furnish
the following information with respect to each such proceeding:
    1. The name, filing date, and case or docket number of the
proceeding.

    2. The name and address of the court, tribunal, or body in which
such proceeding was filed.
    3. The names of all defendants or respondents in such proceeding
who are also the applicant, any person listed in Part VII, or any
person associated with the applicant at the time that the events in
question occurred.
    4. The name of the issuer, broker, or dealer, or other client that
was the subject of the audit report or comparable report.
    5. With respect to each person named in Item 5.1.b.3, the statutes,
rules, or other requirements such person was found to have violated
(or, in the case of a pending proceeding, is charged with having
violated).
    6. With respect to each person named in Item 5.1.b.3, the outcome
of the proceeding, including any sentence or sanction imposed. (If no
judgment or award has yet been rendered, enter the word ``pending.'')
    c. Indicate whether or not any employee, partner, shareholder,
principal, member, or owner of the applicant, or any person or entity
with which the applicant has a contractual or other arrangement to
receive consulting or other professional services, is currently subject
to a Board disciplinary sanction suspending or barring the person from
being an associated person of a registered public accounting firm.
    d. Indicate whether or not the applicant or any employee, partner,
shareholder, principal, member, or owner of the applicant, or any
person or entity with which the applicant has a contractual or other
arrangement to receive consulting or other professional services, is
currently subject to a (1) Commission order suspending or denying the
privilege of appearing or practicing before the Commission, or (2)
court-ordered injunction prohibiting appearance or practice before the
Commission.
    e. In the event of an affirmative response to Item 5.1.c or Item
5.1.d, furnish the following with respect to each such person:
    1. The name of the person (including the applicant) subject to the
order or sanction.
    2. If other than the applicant, a description of the person's job
title and duties performed for the applicant.
    3. The date of the relevant order and an indication whether it was
a Board order, a Commission order, or a court order.
    4. If a court order, the name of the court and the name and case or
docket number of the proceeding.
Item 5.2 Pending Private Civil Actions
    a. Indicate whether or not the applicant or any associated person
of the applicant is a defendant or respondent in any pending civil
proceeding or alternative dispute resolution proceeding initiated by a
non-governmental entity involving conduct in connection with an audit
report, or a comparable report prepared for a client that is not an
issuer, broker, or dealer.
    b. In the event of an affirmative response to Item 5.2.a, furnish
the following information with respect to each such proceeding:
    1. The name, filing date, and case or docket number of the
proceeding.
    2. The name and address of the court, tribunal or body in which
such proceeding was filed.
    3. The names of all defendants or respondents in such proceeding
who are also the applicant, any person listed in Part VII, or any
person associated with the applicant at the time that the events in
question occurred.
    4. The name of the issuer, broker, or dealer, or other client that
was the subject of the audit report or comparable report.
    5. With respect to each person named in Item 5.2.b.3, the statutes,
rules, or other requirements such person is alleged to have violated.

    Note: Foreign public accounting firm applicants need only disclose
such proceedings for the applicant and any proprietor, partner,
principal, shareholder, officer, or manager of the applicant who
provided at least ten hours of audit services for any issuer, broker,
or dealer during the last calendar year.
Item 5.3 Applicant's Discretionary Statement Regarding Proceedings
Involving the Applicant's Audit Practice
    With respect to any case or proceeding listed in response to Items
5.1 or 5.2, the applicant may, at its discretion, furnish, as Exhibit
5.3, a statement or statements describing the proceeding and the
reasons that, in the applicant's view, such proceeding should not be a
basis for the denial of its application for registration.

Part VI--Listing of Filings Disclosing Accounting Disagreements With
Public Company Audit Clients and Issues With Broker or Dealer Audit
Clients

Item 6.1 Existence of Disagreements With Issuers
    a. Indicate whether or not the applicant has been the former
accountant with respect to any disclosure of a disagreement with an
issuer made by such issuer during the current or preceding calendar
year in a filing with the Commission pursuant to Item 304(a)(1)(iv) of
Regulation S-K, 17 CFR 229.304(a)(1)(iv).
    b. Indicate whether or not the applicant has been the former
accountant with respect to any filing made by an issuer during the
current or preceding calendar year with the Commission containing a
letter submitted by the applicant to the Commission pursuant to Item
304(a)(3) of Regulation S-K, 17 CFR 229.304(a)(3), in which the
applicant stated that it disagreed with a statement of the issuer in
response to Item 304(a).
Item 6.2 Listing of Disagreements With Issuers
    In the event of an affirmative response to Items 6.1.a or 6.1.b,
furnish the following information with respect to each such filing:
    a. The name of the issuer.
    b. The name and date of the filing containing the disclosure of the
disagreement or the applicant's letter.
Item 6.3 Copies of Filings
    Furnish, as Exhibit 6.3, a copy of every filing described in Item
6.2.
Item 6.4 Existence of Issues With Brokers or Dealers
    Indicate whether or not the applicant has been the former
accountant with respect to a notice of any issues relating to any
matter of accounting principles or practices, financial statement
disclosure, auditing scope or procedure, or compliance with applicable
rules of the Commission made by a broker or dealer during the current
or preceding calendar year in a filing with the Commission pursuant to
Rule 17a-5(f)(3)(v)(B), 17 CFR Sec.  240.17a-5(f)(3)(v)(B).
Item 6.5 Listing of Issues With Brokers or Dealers
    In the event of an affirmative response to Item 6.4, furnish the
following information with respect to each such filing:
    a. The name of the broker or dealer, and the broker's or dealer's
CRD number, and CIK number, if any.
    b. The name and date of the filing containing the notice.
Item 6.6 Copies of Filings
    Furnish, as Exhibit 6.6, a copy of every filing described in Item
6.5.

Part VII--Roster of Associated Accountants

Item 7.1 Listing of Accountants Associated With Applicants
    List the names of all accountants associated with the applicant who
participate in or contribute to the preparation of audit reports. For
each such person, list every license or certification number (if any)
authorizing him or her to engage in the business of auditing or
accounting. For each such license or certification number, furnish the
name of the issuing state, agency, board, or other authority.

    Note: For purposes of this Item, applicants that are not foreign
public accounting firms must list all accountants who are persons
associated with the applicant and who provided at least ten hours of
audit services for any issuer, broker, or dealer during the last
calendar year. Applicants that are foreign public accounting firms must
list all accountants who are a proprietor, partner, principal,
shareholder, officer, or manager of the applicant and who provided at
least ten hours of audit services for any issuer, broker, or dealer
during the last calendar year.
Item 7.2 Number of Firm Personnel
    State the--
    a. Total number of accountants employed by the applicant.
    b. Total number of certified public accountants, or accountants
with comparable licenses from non-U.S. jurisdictions, employed by the
applicant.
    c. Total number of personnel employed by the applicant.

Part VIII--Consents of Applicant

Item 8.1 Consent To Cooperate With the Board and Statement of
Acceptance of Registration Condition
    Furnish, as Exhibit 8.1, a statement, signed on behalf of the
applicant by an authorized partner or officer of the applicant in
accordance with Rule 2104, in the following form--
    a. [Name of applicant] consents to cooperate in and comply with any
request for testimony or the production of documents made by the Public
Company Accounting Oversight Board in furtherance of its authority and
responsibilities under the Sarbanes-Oxley Act of 2002.
    b. [Name of applicant] agrees to secure and enforce similar
consents from each of its associated persons as a condition of their
continued employment by or other association with the firm.
    c. [Name of applicant] understands and agrees that cooperation and
compliance, as described in the firm's consent in paragraph (a), and
the securing and enforcement of such consents from its associated
persons in accordance with paragraph (b), shall be a condition to the
continuing effectiveness of the registration of the firm with the
Public Company Accounting Oversight Board.

    Note 1: Other than the insertion of the name of the applicant in
paragraphs (a), (b), and (c) of this Item, Exhibit 8.1 must be in the
exact words contained in this instruction. The consents required by
paragraph (b) of this Item must be in the exact words of Note 2 below
and must be secured by the applicant not later than 45 days after
submitting this application or, for persons who become associated
persons of the firm subsequent to the submission of this application,
at the time of the person's association with the firm. Consents
required by paragraph (b) of this Item are not required to be furnished
as an exhibit to this form.

    Note 2: Other than the insertion of the name of the associated
person, the consents required by paragraph (b) of this Item must state:
[Name of associated person] consents to cooperate in and comply with
any request for testimony or the production of documents made by the
Public Company Accounting Oversight Board in furtherance of its
authority and responsibilities under the Sarbanes-Oxley Act of 2002.
[Name of associated person] understands and agrees that this consent is
a condition of their continued employment by or other association with
[name of applicant].

    Note 3: For applicants that are foreign public accounting firms,
the term ``associated persons'' as used in this Item means all
accountants who are a proprietor, partner, principal, shareholder,
officer, or manager of the applicant and who provided at least ten
hours of audit services for any issuer broker, or dealer during the
last calendar year.

Part IX--Signature of Applicant

Item 9.1 Signature of Partner or Authorized Officer
    The application must be signed on behalf of the applicant by an
authorized partner or officer of the applicant in accordance with Rule
2104. The signer must certify that he or she has reviewed the
application; that the application is, based on the signer's knowledge,
complete and does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made,
not misleading, and that the signer is authorized to execute the
application on behalf of the applicant. The signature must be
accompanied by the name of the signer, the capacity in which the signer
signed the application, and the date of signature.

Part X--Exhibits

    To the extent applicable under the foregoing instructions, each
application must be accompanied by the following exhibits:

Exhibit 1.5 Listing of Offices
Exhibit 4.1 Statement of Quality Control Policies
Exhibit 5.3 Discretionary Statements Regarding Proceedings Involving
Audit Practice
Exhibit 6.3 Securities and Exchange Commission Filings Disclosing
Accounting Disagreements With Public Company Audit Clients
Exhibit 6.6 Securities and Exchange Commission Filings Disclosing
Issues With Brokers or Dealers
Exhibit 8.1 Consent of Applicant for Registration
Exhibit 99.1 Request for Confidential Treatment
Exhibit 99.2 Evidence of Conflicting Non-U.S. Law

    Note: Where an exhibit consists of more than one document, each
document must be numbered consecutively (e.g., Exhibit 4.1.1, Exhibit
4.1.2, Exhibit 4.1.3, etc.), and the applicant must provide a list of
the title or description of each document comprising the exhibit.
* * * * *

Form 1-WD

Request for Leave To Withdraw From Registration

General Instructions

    1. The definitions in the Board's rules apply to this form.
Italicized terms in the instructions to this form are defined in the
Board's rules. See Rule 1001.
    2. Any registered public accounting firm seeking to withdraw from
registration with the Board must file this form with the Board.
    3. In addition to these instructions, the Board's Rule 2107 governs
applications for leave to withdraw from registration. Please read Rule
2107 and the instructions carefully before completing this form.
    4. Unless otherwise directed by the Board, a registered public
accounting firm seeking to withdraw from registration must submit this
form to the Board electronically by completing the Web-based version of
Form 1-WD. The

date of such submission shall be deemed the date of Board receipt of
the Form.
    5. Pursuant to Rule 2107, any Form 1-WD filed with the Board shall
be non-public. A registered public accounting firm may submit with Form
1-WD a request for Board notification in the event that the Board is
requested by subpoena or other legal process to disclose the Form 1-WD.
The Board will make reasonable attempts to honor any such request,
although the Board will make public the fact that the firm has
requested to withdraw from registration.
    6. Information submitted as part of this form must be in the
English language.

Part I--Identity of the Registered Public Accounting Firm

Item 1.1 Name of the Firm Requesting Leave to Withdraw
    State the legal name of the firm requesting leave to withdraw; if
different, also state the name or names under which the firm (or any
predecessor) issues audit reports, or has issued any audit report
during the period of the firm's registration with the Board.
Item 1.2 Firm Contact Information
    State the physical address (and, if different, mailing address) of
the firm's headquarters office. State the telephone number and
facsimile number of the firm's headquarters office.
Item 1.3 Primary Contact and Signatories
    State the name, title, physical business address (and, if
different, business mailing address), telephone number, facsimile
number, and email address of a partner or authorized officer of the
firm who will serve as the firm's primary contact with the Board
regarding this application. Provide the same information for every
person whose signature appears in Part III or Part V of the form, if
any of those persons are different from the primary contact.

Part II--Description of Ongoing Regulatory or Law Enforcement
Proceedings

Item 2.1 Description of Ongoing Regulatory or Law Enforcement
Proceedings
    Identify all ongoing federal, state, or local investigative,
disciplinary, regulatory, criminal, or other law enforcement
proceedings that are known to the firm, including to any of the firm's
partners or officers, and that address in whole or in part (1) conduct
of the firm or (2) audit-related conduct of any of the firm's
associated persons. For each such proceeding, state--
    a. The identity of the federal, state, or local authority
conducting the proceeding;
    b. The caption or other identifying information of the proceeding;
    c. The date that the firm or a partner or officer of the firm first
became aware of the proceeding;
    d. The firm's understanding of the current status of the
proceeding; and
    e. The conduct of the firm and the firm's associated persons that
the proceeding addresses.

Part III--Certification of Nonparticipation in Audits

Item 3.1 Statement of Nonparticipation in Audits
    Furnish a statement, dated and signed on behalf of the firm by an
authorized partner or officer of the firm, in the following form--
    On behalf of [name of firm], I certify that [name of firm] is not
currently, and will not during the pendency of its request for leave to
withdraw be, engaged in the preparation or issuance of, or playing a
substantial role in the preparation or furnishing of, an audit report,
other than to issue a consent to the use of an audit report for a prior
period.

    Note: Other than the insertion of the name of the firm the
statement must be in the exact words contained in this instruction.

Part IV--Reasons for Seeking Leave To Withdraw (Optional)

Item 4.1 Description of Reasons for Seeking Leave To Withdraw
    Describe, if you choose to do so, the reason or reasons that the
firm seeks leave to withdraw from registration.

Part V--Signature of Firm Seeking Leave To Withdraw

Item 5.1 Signature of Authorized Partner or Officer
    The request for leave to withdraw from registration must be signed
on behalf of the firm by an authorized partner or officer of the firm.
The signer must certify that he or she has reviewed the application;
that the application is, based on the signer's knowledge, complete and
does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statement made, in light of
the circumstances under which such statements were made, not
misleading, and that the signer is authorized to execute the
application on behalf of the firm. The signature must be accompanied by
the title of the signer and the date of the signature.
* * * * *

Form 2--Annual Report Form

General Instructions

    1. Submission of this Report. A registered public accounting firm
must use this Form to file with the Board the annual report required by
Section 102(d) of the Act and Rule 2200 and to file any amendments to
an annual report. Unless otherwise directed by the Board, the Firm must
file this Form, and all exhibits to this Form, electronically with the
Board through the Board's Web-based system.
    2. Defined Terms. The definitions in the Board's rules apply to
this Form. Italicized terms in the instructions to this Form are
defined in the Board's rules. In addition, as used in the instructions
to this Form, the term ``the Firm'' means the registered public
accounting firm that is filing this Form with the Board.
    3. When Report is Considered Filed. Annual reports on this Form are
required to be filed each year on or before June 30, subject to the
qualification in Rule 2201 concerning any firm that has its application
for registration approved by the Board in the period between and
including April 1 and June 30. An annual report is considered filed
when the Firm has submitted to the Board a Form 2 in accordance with
Rule 2200 that includes the signed certification required in Part X of
Form 2.
    4. Period Covered by this Report. Annual reports on this Form shall
cover a 12-month period from April 1 to March 31, subject to the
qualification in Part VIII of Form 2 relating to the first annual
report filed by a firm that becomes registered after December 31, 2009.
In the instructions to this Form, this is the period referred to as the
``reporting period.''
    5. Amendments to this Report. Amendments shall not be filed to
update information in a filed Form 2 that was correct at the time the
Form was filed, but only to correct information that was incorrect at
the time the Form was filed or to provide information that was omitted
from the Form and was required to be provided at the time the Form was
filed. When filing a Form 2 to amend an earlier filed Form 2, the Firm
must supply not only the corrected or supplemental information, but
must include in the amended Form 2 all information, affirmations, and
certifications that were

required to be included in the original Form 2. The Firm may access the
originally filed Form 2 through the Board's Web-based system and make
the appropriate amendments without needing to re-enter all other
information.

    Note: The Board will designate an amendment to an annual report as
a report on ``Form 2/A.''

    6. Rules Governing this Report. In addition to these instructions,
the rules contained in Part 2 of Section 2 of the Board's rules govern
this Form. Please read these rules and the instructions carefully
before completing this Form.
    7. Requests for Confidential Treatment. The Firm may, by marking
the Form in accordance with the instructions provided, request
confidential treatment of any information submitted in Part VI, Part
VII, or Exhibit 99.3 of this Form that has not otherwise been publicly
disclosed and that either contains information reasonably identified by
the Firm as proprietary information or that is protected from public
disclosure by applicable laws related to confidentiality of
proprietary, personal, or other information. See Rule 2300. Foreign
registered public accounting firms may also request confidential
treatment for Item 3.2 and Exhibit 3.2, though U.S. firms may not do
so. If the Firm requests confidential treatment, it must identify the
information in Part VI, Part VII, or Exhibit 99.3 (or, for a foreign
registered public accounting firm, Item 3.2 and Exhibit 3.2) that it
desires to keep confidential, and include, as Exhibit 99.1 to this
Form, a representation that, to the Firm's knowledge, the information
for which confidential treatment is requested has not otherwise been
publicly disclosed, and a detailed explanation of the grounds on which
the information is considered proprietary or a detailed explanation of
the basis for asserting that the information is protected by law from
public disclosure and a copy of the specific provision of law that the
Firm claims protects the information from public disclosure. If the
Firm fails to include Exhibit 99.1, or includes an Exhibit 99.1 that
fails to comply with Rule 2300(c)(2), the request for confidential
treatment may be denied solely on the basis of the failure. The Board
will normally grant confidential treatment requests for information
concerning non-public disciplinary proceedings. The Board will
determine whether or not to grant other confidential treatment requests
on a case-by-case basis. See Rule 2300(c).
    8. Assertions of Conflicts with Non-U.S. Law. If the Firm is a
foreign registered public accounting firm, the Firm may, unless
otherwise directed by the Board pursuant to Rule 2207(e), decline to
provide certain information and affirmations required by this Form if
the Firm could not provide such information or affirmations without
violating non-U.S. law and the Firm proceeds in accordance with Rule
2207. The Firm may withhold responsive information and affirmations on
that basis from any Part of the Form other than Parts I, II, and X and
Items 3.1.a, 3.1.b, 3.1.d, and 4.1. If the firm withholds responsive
information or affirmations, the Firm must indicate, in accordance with
the instructions in the relevant Part of the Form, the particular Items
with respect to which the Firm has withheld responsive information or a
required affirmation. The Firm may not use the Form to make any general
assertion that a particular requirement may conflict with non-U.S. law,
but only to indicate that, on the basis of an asserted conflict, the
Firm has in fact withheld from this Form required information or a
required affirmation.
    9. Language. Information submitted as part of this Form, including
any exhibit to this Form, must be in the English language.

Part I--Identity of the Firm and Contact Persons

    In Part I, the Firm should provide information that is current as
of the date of the certification in Part X.
Item 1.1 Name of the Firm
    a. State the legal name of the Firm.
    b. If different than its legal name, state the name or names under
which the Firm issues audit reports, or issued any audit report during
the reporting period.
    c. If the Firm's legal name at the beginning of the reporting
period was different than the name provided under Item 1.1.a, state
that legal name and any other legal name the Firm had during the
reporting period. Include the legal name of any registered public
accounting firm that merged into, or was acquired by, the Firm during
the reporting period.
Item 1.2 Contact Information of the Firm
    a. State the physical address (and, if different, mailing address)
of the Firm's headquarters office.
    b. State the telephone number and facsimile number of the Firm's
headquarters office. If available, state the Web site address of the
Firm.
Item 1.3 Primary Contact With the Board
    State the name, business title, physical business address (and, if
different, business mailing address), business telephone number,
business facsimile number, and business email address of a partner or
authorized officer of the Firm who will serve as the Firm's primary
contact with the Board, including for purposes of the annual report
filed on this Form and any special reports filed on Form 3.

Part II--General Information Concerning This Report

Item 2.1 Reporting Period
    State the reporting period covered by this report.

    Note: The reporting period, which the Firm should enter in Item
2.1, is the period beginning on April 1 of the year before the year in
which the annual report is required to be filed and ending March 31 of
the year in which the annual report is required to be filed. That is
the period referred to where this Form refers to the ``reporting
period.'' Note, however, the special instruction at the beginning of
Part VIII concerning the first annual report filed by certain firms.
Item 2.2 Amendments
    If this is an amendment to a report previously filed with the
Board--
    a. Indicate, by checking the box corresponding to this item, that
this is an amendment.
    b. Identify the specific Item numbers of this Form (other than this
Item 2.2) as to which the Firm's response has changed from that
provided in the most recent Form 2 or amended Form 2 filed by the Firm
with respect to the reporting period.

Part III--General Information Concerning the Firm

Item 3.1 The Firm's Practice Related to the Registration Requirement
    a. Indicate whether the Firm issued any audit report with respect
to an issuer during the reporting period.
    b. In the event of an affirmative response to Item 3.1.a, indicate
whether the issuers with respect to which the Firm issued audit reports
during the reporting period were limited to employee benefit plans that
file reports with the Commission on Form 11-K.
    c. In the event of a negative response to Item 3.1.a, indicate
whether the Firm played a substantial role in the preparation or
furnishing of an audit report with respect to an issuer during the
reporting period.
    d. Indicate whether the Firm issued any audit report with respect
to any

broker or dealer during the reporting period.
    e. In the event of a negative response to Item 3.1.d, indicate
whether the Firm played a substantial role in the preparation or
furnishing of an audit report with respect to a broker or dealer during
the reporting period.
Item 3.2 Fees Billed to Issuer Audit Clients
    a. Of the total fees billed by the Firm to all clients for services
that were rendered in the reporting period, state the percentage (which
may be rounded, but no less specifically than to the nearest five
percent) attributable to fees billed to issuer audit clients for--
    1. Audit services;
    2. Other accounting services;
    3. Tax services; and
    4. Non-audit services.
    b. Indicate, by checking the appropriate box, which of the
following two methods the Firm used to calculate the percentages
reported in Item 3.2.a--
    1. The Firm used as a denominator the total fees billed to all
clients for services rendered during the reporting period and used as
numerators (for each of the four categories) total fees billed to
issuer audit clients for the relevant services rendered during the
reporting period.
    2. The Firm used as a denominator the total fees billed to all
clients in the Firm's fiscal year that ended during the reporting
period and used as numerators (for each of the four categories) total
issuer audit client fees as determined by reference to the fee amounts
disclosed to the Commission by those clients for each client's fiscal
year that ended during the reporting period (including, for clients who
have not made the required Commission filings, the fee amounts required
to be disclosed).
    c. If the Firm has used a reasonable method to estimate the
components of the calculations described in Item 3.2.b, rather than
using the specific data, check this box and attach Exhibit 3.2 briefly
describing the reasons for doing so and the methodology used in making
those estimates.

    Note: In responding to Item 3.2, careful attention should be paid
to the definitions of the italicized terms, which are found in Board
Rules 1001(i)(iii) (issuer), 1001(a)(v) (audit), 1001(a)(vii) (audit
services), 1001(o)(i) (other accounting services), 1001(t)(i) (tax
services), and 1001(n)(ii) (non-audit services). The definitions of the
four categories of services correspond to the Commission's descriptions
of the services for which an issuer must disclose fees paid to its
auditor. Compare the descriptions of services in Item 9(e) of
Commission Schedule 14A (17 CFR 240.14a-101) under the headings ``Audit
Fees,'' ``Audit-Related Fees,'' ``Tax Fees,'' and ``All Other Fees''
with, respectively, the Board's definitions of Audit Services, Other
Accounting Services, Tax Services, and Non-Audit Services.
Item 3.3 Foreign Registered Public Accounting Firm's Designation of
U.S. Agent
    a. If the Firm is a foreign registered public accounting firm that
has designated to the Commission or Board an agent in the United States
upon whom the Commission or the Board may serve any request to the Firm
under Section 106 of the Act or any process, pleading, or other papers
in any action against the Firm to enforce Section 106 of the Act, check
here and enter the name and address of the designated agent.
    b. If the Firm is a foreign registered public accounting firm and
did not check the box for Item 3.3.a, indicate by checking ``yes'' or
``no'' whether the Firm has, since July 21, 2010, (1) performed
material services upon which another registered public accounting firm
relied in the conduct of an audit or interim review, (2) issued an
audit report, (3) performed audit work, or (4) performed interim
reviews.

    Note: If the Firm checks ``yes'' for Item 3.3.b, the Firm must
immediately provide to the Commission or the Board the designation
required by Section 106(d)(2) of the Act.

    Note: If the Firm checks ``no'' for Item 3.3.b, and the Firm later
performs any of the activities identified in Section 106(d)(2) of the
Act, the Firm must immediately provide to the Commission or the Board
the designation required by Section 106(d)(2) of the Act.

    Note: If the Firm has previously designated an agent for service to
the Commission or Board, the Firm must immediately communicate any
change in the name or address of the agent to the Commission or Board.

Part IV--Audit Clients and Audit Reports

Item 4.1 Audit Reports Issued by the Firm for Issuers
    a. Provide the following information concerning each issuer for
which the Firm issued any audit report(s) during the reporting period--
    1. The issuer's name;
    2. The issuer's CIK number, if any; and
    3. The date(s) of the audit report(s).
    b. If the Firm identified any issuers in response to Item 4.1.a.,
indicate, by checking the box corresponding to the appropriate range
set out below, the total number of Firm personnel who exercised the
authority to sign the Firm's name to an audit report, for an issuer,
during the reporting period. If the Firm checks the box indicating that
the number is in the range of 1-9, provide the exact number.

1-9
10-25
26-50
51-100
101-200
More than 200

    Note: In responding to Item 4.1(a), careful attention should be
paid to the definition of issuer. The Firm should not, for example,
overlook the fact that investment companies may be issuers, or that
employee benefit plans that file reports on Commission Form 11-K are
issuers.

    Note: In responding to Item 4.1, do not list any issuer more than
once. For each issuer provide in Item 4.1.a.3 the audit report dates
(as described in AU 530, Dating of the Independent Auditor's Report) of
all such audit reports for that issuer including each date of any dual-
dated audit report.

    Note: In responding to Item 4.1.a.3, it is not necessary to provide
the date of any consent to an issuer's use of an audit report
previously issued for that issuer, except that, if such consents
constitute the only instances of the Firm issuing audit reports for a
particular issuer during the reporting period, the Firm should include
that issuer in Item 4.1 and include the dates of such consents and
indicate whether the dates provided correspond to the issuance of a
consent to the use of a previously-issued audit report in Item 4.1.a.3.
Item 4.2 Issuer Audit Reports With Respect to Which the Firm Played a
Substantial Role During the Reporting Period
    a. If no issuers are identified in response to Item 4.1.a, but the
Firm played a substantial role in the preparation or furnishing of an
audit report for an issuer that was issued during the reporting period,
provide the following information concerning each issuer with respect
to which the Firm did so--
    1. The issuer's name;
    2. The issuer's CIK number, if any;
    3. The name of the registered public accounting firm that issued
the audit report(s);
    4. The end date(s) of the fiscal period(s) covered by the financial
statements that were the subject of the audit report(s); and

    5. A description of the substantial role played by the Firm with
respect to the audit report(s).

    Note: If the Firm identifies any issuer in response to Item 4.1,
the Firm need not respond to Item 4.2.

    Note: In responding to Item 4.2, do not list any issuer more than
once.
Item 4.3 Audit Reports Issued by the Firm for Brokers or Dealers
    a. Provide the following information concerning each audit report
issued for a broker or dealer during the reporting period--
    1. The broker's or dealer's name;
    2. The broker's or dealer's CRD number, and CIK number, if any; and
    3. The date of the audit report(s).
    b. If the Firm identified any brokers or dealers in response to
Item 4.3.a., indicate, by checking the box corresponding to the
appropriate range set out below, the total number of Firm personnel who
exercised the authority to sign the Firm's name to an audit report, for
a broker or dealer, during the reporting period. If the Firm checks the
box indicating that the number is in the range of 1-9, provide the
exact number.

1-9
10-25
26-50
51-100
101-200
More than 200

    Note: For each audit report provide in Item 4.3.a.3 the audit
report dates (as described in AU 530, Dating of the Independent
Auditor's Report) including each date of any dual-dated audit report.
Item 4.4 Broker or Dealer Audit Reports With Respect to Which the Firm
Played a Substantial Role During the Reporting Period
    If no brokers or dealers are identified in response to Item 4.3.a,
but the Firm played a substantial role in the preparation or furnishing
of an audit report for a broker or dealer that was issued during the
reporting period, provide the following information concerning each
broker or dealer with respect to which the Firm did so--
    a. The broker's or dealer's name;
    b. The broker's or dealer's CRD number, and CIK number, if any;
    c. The name of the registered public accounting firm that issued
the audit report(s);
    d. The end date(s) of the fiscal period(s) covered by the financial
statements that were the subject of the audit report(s); and
    e. A description of the substantial role played by the Firm with
respect to the audit report(s).

    Note: If the Firm identifies any broker or dealer in response to
Item 4.3, the Firm need not respond to Item 4.4.

    Note: In responding to Item 4.4, do not list any broker or dealer
more than once.

Part V--Offices and Affiliations

    In Part V, the Firm should provide information that is current as
of the last day of the reporting period.
Item 5.1 Firm's Offices
    List the physical address and, if different, the mailing address,
of each of the Firm's offices.
Item 5.2 Audit-Related Memberships, Affiliations, or Similar
Arrangements
    a. State whether the Firm has any:
    1. Membership or affiliation in or with any network, arrangement,
alliance, partnership or association that licenses or authorizes audit
procedures or manuals or related materials, or the use of a name in
connection with the provision of audit services or accounting services;
    2. Membership or affiliation in or with any network, arrangement,
alliance, partnership or association that markets or sells audit
services or through which joint audits are conducted; or
    3. Arrangement, whether by contract or otherwise, with another
entity through or from which the Firm employs or leases personnel to
perform audit services.
    b. If the Firm provides an affirmative response to Item 5.2.a,
identify, by name and address, the entity with which the Firm has each
such relationship, and provide a brief description of each such
relationship.

    Note: Item 5.2.b does not require information concerning every
other entity that is part of the network, arrangement, alliance,
partnership or association, but only information concerning the
network, arrangement, alliance, partnership, or association itself, or
the principal entity through which it operates.

Part VI--Personnel

    In Part VI, the Firm should provide information that is current as
of the last day of the reporting period.
Item 6.1 Number of Firm Personnel
    Provide the following numerical totals--
    Total number of the Firm's accountants;
    Total number of the Firm's certified public accountants (include in
this number all accountants employed by the Firm with comparable
licenses from non-U.S. jurisdictions); and
    Total number of the Firm's personnel.

Part VII--Certain Relationships

Item 7.1 Individuals With Certain Disciplinary or Other Histories
    a. Other than a relationship required to be reported in Item 5.1 of
Form 3, and only if the Firm has not previously identified the
individual and the sanction or Commission order on Form 1, Form 2, or
Form 3, state whether, as of the end of the reporting period, the Firm
has any employee, partner, shareholder, principal, member, or owner who