was the subject of a Board disciplinary sanction or a Commission order
under Rule 102(e) of the Commission's Rules of Practice, entered within
the five years preceding the end of the reporting period and without
that sanction or order having been vacated on review or appeal, and who
provided at least ten hours of audit services for any issuer, broker,
or dealer during the reporting period.
    b. If the Firm provides an affirmative response to Item 7.1.a,
provide--
    1. The name of each such individual;
    2. A description of the nature of the relationship;
    3. The date that the Firm entered into the relationship; and
    4. The date of the relevant order and an indication whether it was
a Board order or a Commission order.
Item 7.2 Entities With Certain Disciplinary or Other Histories
    a. Other than a relationship required to be reported in Item 5.2 of
Form 3, and only if the Firm has not previously reported the
information on Form 1, Form 2, or Form 3, state whether, as of the end
of the reporting period, the Firm was owned or partly owned by an
entity that was the subject of (a) a Board disciplinary sanction
entered within the five years preceding the end of the reporting
period, which has not been vacated on review or appeal, suspending or
revoking that entity's registration or disapproving that entity's
application for registration, or (b) a Commission order under Rule
102(e) of the Commission's Rules of Practice entered within the five
years preceding the end of the reporting period, which has not been
vacated on appeal, suspending or denying the privilege of appearing or
practicing before the Commission.
    b. If the Firm provides an affirmative response to Item 7.2.a,
provide--
    1. The name of each such entity;
    2. A description of the nature of the relationship;

    3. The date that the Firm entered into the relationship; and
    4. The date of the relevant order and an indication whether it was
a Board order or a Commission order.
Item 7.3 Certain Arrangements To Receive Consulting or Other
Professional Services
    a. Other than a relationship required to be reported in Item 5.3 of
Form 3, state whether the Firm received, or entered into a contractual
or other arrangement to receive, from any individual or entity meeting
the criteria described in Items 7.1.a. or 7.2.a, consulting or other
professional services related to the Firm's audit practice or related
to services the Firm provides to issuer, broker, or dealer audit
clients.
    b. If the Firm provides an affirmative response to Item 7.3.a,
provide--
    1. The name of each such individual or entity;
    2. A description of the nature of the relationship;
    3. The date that the Firm entered into the relationship;
    4. A description of the services provided or to be provided to the
Firm by the individual or entity; and
    5. The date of the relevant order and an indication whether it was
a Board order or a Commission order.

PART VIII--Acquisition of Another Public Accounting Firm or Substantial
Portions of Another Public Accounting Firm's Personnel

    If the Firm became registered on or after December 31, 2009, the
first annual report that the Firm files must provide this information
for the period running from the date used by the Firm for purposes of
General Instruction 9 of Form 1 (regardless of whether that date was
before or after the beginning of the reporting period) through March 31
of the year in which the annual report is required to be filed.
Item 8.1 Acquisition of Another Public Accounting Firm or Substantial
Portions of Another Public Accounting Firm's Personnel
    a. State whether the Firm acquired another public accounting firm.
    b. If the Firm provides an affirmative response to Item 8.1.a,
provide the name(s) of the public accounting firm(s) that the Firm
acquired.
    c. State whether the Firm, without acquiring another public
accounting firm, took on as employees, partners, shareholders,
principals, members, or owners 75% or more of the persons who, as of
the beginning of the reporting period, were the partners, shareholders,
principals, members, or owners of another public accounting firm.
    d. If the Firm provides an affirmative response to Item 8.1.c,
provide the name of the other public accounting firm and the number of
the other public accounting firm's former partners, shareholders,
principals, members, owners, and accountants that joined the Firm.

Part IX--Affirmation of Consent

Item 9.1 Affirmation of Understanding of, and Compliance With, Consent
Requirements
    Whether or not the Firm, in applying for registration with the
Board, provided the signed statement required by Item 8.1 of Form 1,
affirm that--
    a. The Firm has consented to cooperate in and comply with any
request for testimony or the production of documents made by the Board
in furtherance of its authority and responsibilities under the
Sarbanes-Oxley Act of 2002;
    b. The Firm has secured from each of its associated persons, and
agrees to enforce as a condition of each such person's continued
employment by or other association with the Firm, a consent indicating
that the associated person consents to cooperate in and comply with any
request for testimony or the production of documents made by the Board
in furtherance of its authority under the Sarbanes-Oxley Act of 2002,
and that the associated person understands and agrees that such consent
is a condition of his or her continued employment by or other
association with the Firm; and
    c. The Firm understands and agrees that cooperation and compliance,
as described in Item 9.1.a, and the securing and enforcing of consents
from its associated persons as described in Item 9.1.b, is a condition
to the continuing effectiveness of the registration of the Firm with
the Board.

    Note 1: The affirmation in Item 9.1.b shall not be understood to
include an affirmation that the Firm has secured such consents from any
associated person that is a registered public accounting firm.

    Note 2: The affirmation in Item 9.1.b shall not be understood to
include an affirmation that the Firm has secured such consents from any
associated person that is a foreign public accounting firm in
circumstances where that associated person asserts that non-U.S. law
prohibits it from providing the consent, so long as the Firm possesses
in its files documents relating to the associated person's assertion
about non-U.S. law that would be sufficient to satisfy the requirements
of subparagraphs (2) through (4) of Rule 2207(c) if that associated
person were a registered public accounting firm filing a Form 2 and
withholding this affirmation. This exception to the affirmation in Item
9.1.b does not relieve the Firm of its obligation to enforce
cooperation and compliance with Board demands by any such associated
person as a condition of continued association with the Firm.

    Note 3: If the Firm is a foreign registered public accounting firm,
the affirmations in Item 9.1 that relate to associated persons shall be
understood to encompass every accountant who is a proprietor, partner,
principal, shareholder, officer, or audit manager of the Firm and who
provided at least ten hours of audit services for any issuer during the
reporting period.

Part X--Certification of the Firm

Item 10.1 Signature of Partner or Authorized Officer
    This Form must be signed on behalf of the Firm by an authorized
partner or officer of the Firm including, in accordance with Rule 2204,
both a signature that appears in typed form within the electronic
submission and a corresponding manual signature retained by the Firm.
The signer must certify that--
    a. the signer is authorized to sign this Form on behalf of the
Firm;
    b. the signer has reviewed this Form;
    c. based on the signer's knowledge, the Firm has filed a special
report on Form 3 with respect to each event that occurred before the
end of the reporting period and for which a special report on Form 3 is
required under the Board's rules;
    d. based on the signer's knowledge, this Form 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
e. either--
    1. based on the signer's knowledge, the Firm has not failed to
include in this Form any information or affirmation that is required by
the instructions to this Form, or
    2. based on the signer's knowledge--
    (A) the Firm is a foreign registered public accounting firm and has
not failed to include in this Form any information or affirmation that
is required by the instructions to this Form except for information or
affirmations that the Firm asserts it cannot provide to the Board on
this Form 2 without violating non-U.S. law;
    (B) with respect to any such withheld information or affirmation,
the Firm has

satisfied the requirements of PCAOB Rule 2207(b) and has in its
possession the materials required by PCAOB Rule 2207(c); and
    (C) the Firm has indicated, in accordance with the instructions to
this Form, each Item of this Form with respect to which the Firm has
withheld any required information or affirmation.
    The signature must be accompanied by the signer's title, the
capacity in which the signer signed the Form, the date of signature,
and the signer's business mailing address, business telephone number,
business facsimile number, and business email address.

Part XI--Exhibits

    To the extent applicable under the foregoing instructions or the
Board's rules, each annual report must be accompanied by the following
exhibits:

Exhibit 3.2 Description of Methodology Used to Estimate Components of
Calculation in Item 3.2 and Reasons for Using Estimates
Exhibit 99.1 Request for Confidential Treatment
Exhibit 99.3 Materials Required by Rule 2207(c)(2)-(4)--Submit Only as
an Exhibit to an Amended Form 2 in Response to a Request Made Pursuant
to Rule 2207(d)

Form 3--Special Report Form

General Instructions

    1. Submission of this Report. Effective December 31, 2009, a
registered public accounting firm must use this Form to file special
reports with the Board pursuant to Section 102(d) of the Act and Rule
2203 and to file any amendments to a special 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 this Report is Required and When It is Considered Filed.
Upon the occurrence of any event specified in Part II of this Form, the
Firm must report the event on this Form by following the instructions
to this Form. With respect to events that occur on or after December
31, 2009 and while the Firm is registered, the Firm must file the Form
no later than thirty days after the occurrence of the event reported.
Certain additional requirements apply, but they vary depending on
whether a firm was registered as of December 31, 2009. A firm that
becomes registered after December 31, 2009, must, within thirty days of
receiving notice of Board approval of its registration application,
file this Form to report any reportable events that occurred in a
specified period before approval of the firm's application for
registration. See Rule 2203(a)(2). A firm that was registered as of
December 31, 2009, must, by January 30, 2010, file this Form to report
certain additional information that is current as of December 31, 2009.
See Rule 2203(a)(3) and General Instruction No. 4 below. A special
report shall be deemed to be filed on the date that the Firm submits a
Form 3 in accordance with Rule 2203 that includes the signed
certification required in Part VIII of Form 3.
    4. Required Filing to Bring Current Certain Information for Firms
Registered as of December 31, 2009. If the Firm is registered as of
December 31, 2009, the Firm must file a special report on this Form no
later than January 30, 2010, to report the information specified below,
to the extent that it has not been reported on the Firm's Form 1
filing. The Firm must make this Form 3 filing to report the following
information even if the Firm has previously informally disclosed the
information to the Board or its staff--
    a. Information responsive to Items 2.4 through 2.9 and Item 4.1 if
(1) the proceeding is pending as of December 31, 2009, and (2) the
defendants or respondents as of that date include either the Firm or a
person who is a partner, shareholder, principal, owner, member, or
audit manager of the Firm as of that date;
    b. Information responsive to Items 2.10 and 4.2 if (1) the
conclusion of a proceeding as to any party specified there occurred
after the date used by the firm for purposes of General Instruction 9
to Form 1 and before December 31, 2009, and (2) the proceeding resulted
in any conviction of, judgment against, imposition of any liability or
sanction on, or Commission Rule 102(e) order against the Firm or any
person who is a partner, shareholder, principal, owner, member, or
audit manager of the Firm as of December 31, 2009;
    c. Information responsive to Items 2.11 and 4.3 if the Firm is the
subject of a petition or proceeding described there as of December 31,
2009;
    d. Information responsive to Items 2.12 through 2.14 and Part V if
(1) the relationship commenced after the date used by the firm for
purposes of General Instruction 9 to Form 1, (2) the specified
disciplinary sanction or Commission Rule 102(e) order continued to be
in effect as of December 31, 2009, and (3) the specified relationship
continues to exist as of December 31, 2009;
    e. Information responsive to Items 2.15 and 6.1 if (1) the loss of
authorization relates to a jurisdiction or authority identified in Item
1.7 of the Firm's Form 1 and, (2) as of December 31, 2009, the Firm
continues to lack the specified authorization in that jurisdiction;
    f. Information responsive to Items 2.16 and 6.2 if the license or
certification is in effect as of December 31, 2009; and
    g. Information responsive to Items 2.17 and 2.18 and Part VII that
is current as of December 31, 2009 to the extent that it differs from
the corresponding information provided on the Firm's Form 1.
    5. Completing the Form. A firm filing this Form must always
complete Parts I, II, and VIII of this Form. Parts III through VII
should be completed to the extent applicable, as described more fully
in the instructions to Part II of the Form.
    6. Amendments to this Report. Amendments shall not be filed to
update information in a filed Form 3 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 3 to amend an earlier filed Form 3, the Firm
must supply not only the corrected or supplemental information, but
must include in the amended Form 3 all information, affirmations, and
certifications that were required to be included in the original Form
3. The Firm may access the originally filed Form 3 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 a special report as
a report on ``Form 3/A.''

    7. 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.
    8. 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 Item 3.1.c,

Part IV, Part V, Item 6.1.d, Item 7.1.d, 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. If the Firm requests confidential
treatment, it must identify the information in Item 3.1.c, Part IV,
Part V, Item 6.1.d, Item 7.1.d, or Exhibit 99.3 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).
    9. 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 required by this Form if the Firm could not
provide such information without violating non-U.S. law and the Firm
proceeds in accordance with Rule 2207. The Firm may withhold responsive
information on that basis from any Part of the Form other than Parts I,
II, and VIII, and Items 7.1.a, 7.1.b, 7.1.c, and 7.2. If the firm
withholds responsive information, 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. 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.
    10. 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

Item 1.1 Name of Firm
    a. State the legal name of the Firm.

    Note: If the Firm is filing this Form 3 to report that the Firm's
legal name has changed, the name entered in Item 1.1.a should be the
Firm's legal name before the name change that is being reported. The
Firm's new name should be included in the response to Item 1.1.c.
    b. If different than its legal name, state the name or names under
which the Firm issues audit reports.
    c. If the Firm is filing this Form 3 to report that the Firm's
legal name has changed, state the new legal name of the Firm.

Part II--Reason for Filing This Report

    Indicate, by checking the relevant box(es) from among Items 2.1
through 2.18 below, the event(s) being reported on this Form. More than
one event may be reported in the same Form 3 filing. For each event
indicated below, proceed to the Parts and Items of this Form indicated
parenthetically for the specific event being reported and provide the
information therein described. Provide responses only to those Parts
and Items of the Form specifically indicated for the event or events
that the Firm identifies in this Part II as an event being reported on
this Form. (For example, if the Form is being filed solely to report
that the Firm has changed its name, check the box for Item 2.17 in this
Part of the Form, and complete only Item 7.1 and Part VIII of the
Form.) If the Firm is filing this Form to amend a previous filing, the
Firm also should complete Item 2.19.

    Note: In Items 2.4 through 2.11 and Item 2.15, the reportable event
is described in terms of whether the Firm ``has become aware'' of
certain facts. For these purposes, the Firm is deemed to have become
aware of the relevant facts on the date that any partner, shareholder,
principal, owner, or member of the Firm first becomes aware of the
facts.
Audit Reports
Item 2.1 The Firm has withdrawn an audit report on an issuer's
financial statements, or withdrawn its consent to the use of its name
in a report, document, or written communication containing an issuer's
financial statements, and the issuer has failed to comply with a
Commission requirement to make a report concerning the matter pursuant
to Item 4.02 of Commission Form 8-K. (Complete Item 3.1 and Part VIII.)
Item 2.1-C The Firm has resigned, declined to stand for re-appointment,
or been dismissed from an audit engagement as principal auditor (or an
auditor upon whom the issuer's principal auditor expressed reliance in
its report regarding a significant subsidiary), and the issuer has
failed to comply with a Commission requirement to make a report
concerning the matter pursuant to Item 4.01 of Commission Form 8-K.
(Complete Item 3.2 and Part VIII.)
Item 2.2 The Firm has issued audit reports with respect to more than
100 issuers in a calendar year immediately following a calendar year in
which the Firm did not issue audit reports with respect to more than
100 issuers. (Complete Part VIII.)
Item 2.3 The Firm has issued audit reports with respect to 100 or fewer
issuers in a completed calendar year immediately following a calendar
year in which the Firm issued audit reports with respect to more than
100 issuers. (Complete Part VIII.)
Certain Legal Proceedings
Item 2.4 The Firm has become aware that the Firm has become a defendant
in a criminal proceeding prosecuted by a governmental criminal law
enforcement authority. (Complete Item 4.1 and Part VIII.)
Item 2.5 The Firm has become aware that, in a matter arising out of his
or her conduct in the course of providing audit services or other
accounting services to an issuer, broker, dealer, a partner,
shareholder, principal, owner, member, or audit manager of the Firm has
become a defendant in a criminal proceeding prosecuted by a
governmental criminal law enforcement authority. (Complete Item 4.1 and
Part VIII.)
Item 2.6 The Firm has become aware that a partner, shareholder,
principal, owner, member, or audit manager of the Firm who provided at
least ten hours of audit services for any issuer, broker, or dealer
during the Firm's current fiscal year or its most recently completed
fiscal year has become a defendant in a criminal proceeding prosecuted
by a governmental criminal law enforcement authority and is charged
with fraud, embezzlement, forgery, extortion, bribery, obstruction of
justice, perjury, or false statements; or charged with any crime
arising out of alleged conduct relating to accounting, auditing,
securities, banking, commodities, taxation, consumer

protection, or insurance. (Complete Item 4.1 and Part VIII.)
Item 2.7 The Firm has become aware that, in a matter arising out of the
Firm's conduct in the course of providing professional services for a
client, the Firm has become a defendant or respondent in a civil or
alternative dispute resolution proceeding initiated by a governmental
entity or in an administrative or disciplinary proceeding other than a
Board disciplinary proceeding. (Complete Item 4.1 and Part VIII.)
Item 2.8 The Firm has become aware that, in a matter arising out of his
or her conduct in the course of providing audit services or other
accounting services to an issuer, broker, dealer, a partner,
shareholder, principal, owner, member, or audit manager of the Firm has
become a defendant or respondent in a civil or alternative dispute
resolution proceeding initiated by a governmental entity or in an
administrative or disciplinary proceeding other than a Board
disciplinary proceeding. (Complete Item 4.1 and Part VIII.)
Item 2.9 The Firm has become aware that, in a matter arising out of his
or her conduct in the course of providing professional services for a
client, a partner, shareholder, principal, owner, member, or audit
manager of the Firm who provided at least ten hours of audit services
for any issuer, broker, or dealer during the Firm's current fiscal year
or its most recently completed fiscal year has become a defendant or
respondent in a civil or alternative dispute resolution proceeding
initiated by a governmental entity or in an administrative or
disciplinary proceeding other than a Board disciplinary proceeding.
(Complete Item 4.1 and Part VIII.)
Item 2.10 The Firm has become aware that a proceeding meeting the
criteria described in Items 2.4, 2.5, 2.6, 2.7, 2.8, or 2.9, above has
been concluded as to the Firm or a partner, shareholder, principal,
owner, member, or audit manager of the Firm (whether by dismissal,
acceptance of pleas, through consents or settlement agreements, the
entry of a final judgment, or otherwise). (Complete Item 4.2 and Part
VIII.)
Item 2.11 The Firm has become aware that the Firm, or the parent or a
subsidiary of the Firm, has become the subject of a petition filed in a
bankruptcy court, or has otherwise become the subject of a proceeding
in which a court or governmental agency (or, in a non-U.S.
jurisdiction, a person or entity performing a comparable function) has
assumed jurisdiction over substantially all of the assets or business
of the Firm or its parent or a subsidiary. (Complete Item 4.3 and Part
VIII.)
Certain Relationships
Item 2.12 The Firm has taken on as an employee, partner, shareholder,
principal, or member, or has otherwise become owned or partly owned by,
a person who is currently the subject of (a) a Board disciplinary
sanction suspending or barring the person from being an associated
person of a registered public accounting firm, (b) a Commission order
suspending or denying the privilege of appearing or practicing before
the Commission, or (c) a court-ordered injunction prohibiting
appearance or practice before the Commission. (Complete Item 5.1 and
Part VIII.)
Item 2.13 The Firm has become owned or partly owned by an entity that
is currently the subject of (a) a Board disciplinary sanction
suspending or revoking that entity's registration or disapproving that
entity's application for registration, (b) a Commission order
suspending or denying the privilege of appearing or practicing before
the Commission, or (c) a court-ordered injunction prohibiting
appearance or practice before the Commission. (Complete Item 5.2 and
Part VIII.)
Item 2.14 The Firm has entered into a contractual or other arrangement
to receive consulting or other professional services from a person or
entity meeting any of the criteria described in Items 2.12 or 2.13
above. (Complete Item 5.3 and Part VIII.)
Licenses and Certifications
Item 2.15 The Firm has become aware that its authorization to engage in
the business of auditing or accounting in a particular jurisdiction has
ceased to be effective or has become subject to conditions or
contingencies other than conditions or contingencies imposed on all
firms engaged in the business of auditing or accounting in the
jurisdiction. (Complete Item 6.1 and Part VIII.)
Item 2.16 The Firm has obtained a license or certification authorizing
the Firm to engage in the business of auditing or accounting and which
has not been identified on any Form 1 or Form 3 previously filed by the
Firm, or there has been a change in a license or certification number
identified on a Form 1 or Form 3 previously filed by the Firm.
(Complete Item 6.2 and Part VIII.)
Changes in the Firm or the Firm's Board Contact Person
Item 2.17 The Firm has changed its legal name while otherwise remaining
the same legal entity that it was before the name change. (Complete
Item 7.1 and Part VIII.)
Item 2.18 There has been a change in the business mailing address,
business telephone number, business facsimile number, or business email
of the person most recently designated by the Firm (on Form 2, Form 3,
or Form 4) as the Firm's primary contact with the Board, or the Firm is
designating a new person to serve as the primary contact. (Complete
Item 7.2 and Part VIII.)
Amendment
Item 2.19 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 2.19) as to which the Firm's response has changed from that
provided in the most recent Form 3 or amended Form 3 filed by the Firm
with respect to the events reported on this Form.

PART III--WITHDRAWN AUDIT REPORTS AND ISSUER AUDITOR CHANGES

Item 3.1 Withdrawn issuer audit reports and consents
    If the Firm has withdrawn an audit report on an issuer's financial
statements, or withdrawn its consent to the use of its name in a
report, document, or written communication containing an issuer's
financial statements, and the issuer has failed to comply with a
Commission requirement to make a report concerning the matter pursuant
to Item 4.02 of Commission Form 8-K, provide--
    a. The issuer's name and CIK number, if any;
    b. The date(s) of the audit report(s) that the Firm has withdrawn,
or to which the Firm's withdrawal of consent relates; and
    c. A description of the reason(s) the Firm has withdrawn the audit
report(s) or the consent.

    Note: The 30-day period in which the Firm must report the event
does not begin to run unless and until the issuer fails to report on
Form 8-K within the time required by the Commission's rules. The Firm
must then report the

event on Form 3 within 30 days of the expiration of the required Form
8-K filing deadline, unless, within that 30-day period, the issuer
reports on a late-filed Form 8-K.
Item 3.2 Issuer auditor changes
    If the Firm has resigned, declined to stand for re-appointment, or
been dismissed from an audit engagement as principal auditor (or an
auditor upon whom the issuer's principal auditor expressed reliance in
its report regarding a significant subsidiary) and the issuer has
failed to comply with a Commission requirement to make a report
concerning the matter pursuant to Item 4.01 of Commission Form 8-K,
provide--
    a. The issuer's name and CIK number, if any; and
    b. Whether the Firm resigned, declined to stand for re-election, or
was dismissed and the date thereof.

PART IV--CERTAIN PROCEEDINGS

Item 4.1 Criminal, Governmental, Administrative, or Disciplinary
Proceedings
    If the Firm has indicated in this Form 3 that any of the events
described in Items 2.4, 2.5, 2.6, 2.7, 2.8, or 2.9 has occurred,
provide the following information with respect to each such event--
    a. The name, filing date, and case or docket number of the
proceeding, and the nature of the proceeding, i.e., whether it is a
criminal proceeding, a civil or alternative dispute resolution
proceeding, or an administrative or disciplinary proceeding.
    b. The name of the court, tribunal, or body in or before which the
proceeding was filed.
    c. An indication whether the Firm itself is a defendant or
respondent in the proceeding and, if so, the statutes, rules, or legal
duties that the firm is alleged to have violated, and a brief
description of the firm's alleged conduct in violation of those
statutes, rules, or legal duties.
    d. The names of every defendant or respondent who is a partner,
shareholder, principal, owner, member, or audit manager of the Firm, or
who was such either at the time the Firm received notice of the
proceeding or at the time of the alleged conduct on which any claim or
charge is based, and who provided at least ten hours of audit services
for any issuer, broker, or dealer during the Firm's current fiscal year
or its most recent fiscal year; and, as to each such defendant or
respondent, the statutes, rules, or legal duties that he or she is
alleged to have violated, and a brief description of his or her alleged
conduct in violation of those statutes, rules, or legal duties.
    e. The name of any client that was the recipient of the
professional services to which any claim or charge in the proceeding
relates.

    Note: For the purpose of this Part, administrative or disciplinary
proceedings include those of the Commission; 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.
Item 4.2 Concluded Criminal, Governmental, Administrative, or
Disciplinary Proceedings
    If any proceeding meeting the criteria described in Items 2.4, 2.5,
2.6, 2.7, 2.8, or 2.9, including any proceeding reported in Item 4.1,
has been concluded as to the Firm or a partner, shareholder, principal,
owner, member, or audit manager of the Firm (whether by dismissal,
acceptance of pleas, through consents or settlement agreements, the
entry of a final judgment, or otherwise), provide--
    a. The name, filing date, and case or docket number of the
proceeding, and the nature of the proceeding, i.e., whether it is a
criminal proceeding, a civil or alternative dispute resolution
proceeding, or an administrative or disciplinary proceeding;
    b. The name of the court, tribunal, or body in or before which the
proceeding was filed; and
    c. A brief description of the terms of the conclusion of the
proceeding as to the Firm or partner, shareholder, principal, owner,
member, or audit manager.
Item 4.3 Bankruptcy or Receivership
    If the Firm, or the parent or a subsidiary thereof, has become the
subject of a petition filed in a bankruptcy court, or has otherwise
become the subject of a proceeding in which a court or governmental
agency (or, in a non-U.S. jurisdiction, a person or entity performing a
comparable function) has assumed jurisdiction over substantially all of
the assets or business of the Firm or its parent or a subsidiary,
provide--
    a. the name of the proceeding;
    b. the name of the court or governmental body;
    c. the date of the filing or of the assumption of jurisdiction; and
    d. the identity of the receiver, fiscal agent or similar officer,
if applicable, and the date of his or her appointment.

PART V--CERTAIN RELATIONSHIPS

Item 5.1 New Relationship With Person Subject to Bar or Suspension
    If the Firm has taken on as an employee, partner, shareholder,
principal, or member, or has otherwise become owned or partly owned by,
a person who is currently the subject of (a) a Board disciplinary
sanction suspending or barring the person from being an associated
person of a registered public accounting firm, (b) a Commission order
suspending or denying the privilege of appearing or practicing before
the Commission, or (c) a court-ordered injunction prohibiting
appearance or practice before the Commission, provide--
    a. the name of the person;
    b. the nature of the person's relationship with the Firm; and
    c. the date on which the person's relationship with the Firm began.
Item 5.2 New Ownership Interest by Firm Subject to Bar or Suspension
    If the Firm has become owned or partly owned by an entity that is
currently the subject of (a) a Board disciplinary sanction suspending
or revoking that entity's registration or disapproving that entity's
application for registration, (b) a Commission order suspending or
denying the privilege of appearing or practicing before the Commission,
or (c) a court-ordered injunction prohibiting appearance or practice
before the Commission, provide--
    a. the name of the entity that has obtained an ownership interest
in the Firm;
    b. the nature and extent of the ownership interest; and
    c. the date on which the ownership interest was obtained.
Item 5.3 Certain Arrangements To Receive Consulting or Other
Professional Services
    If the Firm has entered into a contractual or other arrangement to
receive consulting or other professional services from a person or
entity meeting any of the criteria described in Items 2.12 or 2.13
above, provide--
    a. the name of the person or entity;
    b. the date that the Firm entered into the contract or other
arrangement; and
    c. a description of the services to be provided to the Firm by the
person or entity.

PART VI--LICENSES AND CERTIFICATIONS

Item 6.1 Loss of, or Limitations Imposed on, Authorization To Engage in
the Business of Auditing or Accounting
    If the Firm's authorization to engage in the business of auditing
or accounting in a particular jurisdiction has ceased to be effective
or has become subject to conditions or contingencies other than
conditions or contingencies imposed on all firms engaged in the
business of auditing or accounting in the jurisdiction, provide--
    a. the name of the state, agency, board or other authority that had
issued the license or certification related to such authorization;
    b. the number of the license or certification;
    c. the date that the authorization ceased to be effective or became
subject to conditions or contingencies, and
    d. a brief description of the reason(s) for such action, including
a description of the conditions or contingencies, if any.
Item 6.2 New License or Certification
    If the Firm has obtained any license or certification authorizing
the Firm to engage in the business of auditing or accounting, and which
has not been identified on any Form 1 or Form 3 previously filed by the
Firm, or there has been a change in any license or certification number
identified on a Form 1 or Form 3 previously filed by the Firm,
provide--
    a. the name of the issuing state, agency, board or other authority;
    b. the number of the license or certification;
    c. the date the license or certification took effect; and
    d. if the license or certification replaces another license or
certification issued by the same authority, the number of the replaced
license or certification.

    Note: If the Firm is filing a Form 4 to report a change in its form
of organization, change in jurisdiction, or a business combination, the
Firm should report on Form 4, rather than Form 3, any related license
change that takes effect before the submission of the Form 4.

PART VII--CHANGES IN THE FIRM OR THE FIRM'S BOARD CONTACT PERSON

Item 7.1 Change in Name of Firm
    If the Firm is reporting a change in its legal name--
    a. State the new legal name of the Firm;
    b. State the legal name of the Firm immediately preceding the new
legal name;
    c. State the effective date of the name change;
    d. Provide a brief description of the reason(s) for the change; and
    e. Affirm, by checking the box corresponding to this Item, that,
other than the name change, the Firm is the same legal entity that it
was before the name change.

    Note: If, other than the name change, the Firm is not the same
legal entity that it was before the name change, whether because of a
change in the Firm's legal form of organization or because of other
transactions, the registration status of the predecessor firm does not
automatically attach to the Firm, and the Firm cannot report the event
as a name change. If the Firm cannot make the affirmation required by
Item 7.1.e, the Firm cannot execute the certification in Part VIII as
to Item 7.1, and this Form cannot be deemed filed under Rule 2206.
    In that event, the Firm should consider whether, pursuant to the
provisions of Rule 2108, the Firm can make the representations required
in a Form 4 filing to enable the predecessor firm's registration to
attach to the Firm. If the Firm cannot or does not file with the Board
a Form 4 making all necessary representations, the predecessor firm's
registration does not attach to the Firm. In those circumstances, the
Firm may not lawfully prepare or issue an audit report without first
filing an application for registration on Form 1 and having that
application approved by the Board.

    Note: If the Firm is filing a Form 4 to report a change in its form
of organization, change in jurisdiction, or a business combination, the
Firm should report any related name change on Form 4 and not on Form 3.
Item 7.2 Change in Contact Information
    If there has been a change in the business mailing address,
business telephone number, business facsimile number, or business email
address of the person most recently designated by the Firm (on Form 2,
Form 3, or Form 4) as the Firm's primary contact with the Board, or if
the Firm is designating a new person to serve as the primary contact,
provide the name and current business mailing address, business
telephone number, business facsimile number, and business email of the
partner or authorized officer of the Firm who will serve as the Firm's
primary contact with the Board.

PART VIII--CERTIFICATION OF THE FIRM

Item 8.1 Signature of Partner or Authorized Officer
    This Form must be signed on behalf of the Firm by an authorized
partner or officer of the Firm including, in accordance with Rule 2204,
both a signature that appears in typed form within the electronic
submission and a corresponding manual signature retained by the Firm.
The signer must certify that--
    a. the signer is authorized to sign this Form on behalf of the
Firm;
    b. the signer has reviewed this Form;
    c. based on the signer's knowledge, this Form 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
    d. either--
    1. based on the signer's knowledge, the Firm has not failed to
include in this Form any information or affirmation that is required by
the instructions to this Form, with respect to the event or events
being reported on this Form, or
    2. based on the signer's knowledge--
    (A) the Firm is a foreign registered public accounting firm and has
not failed to include in this Form any information or affirmation that
is required by the instructions to this Form, with respect to the event
or events being reported on this Form, except for information or
affirmations that the Firm asserts it cannot provide to the Board on
this Form 3 without violating non-U.S. law;
    (B) with respect to any such withheld information or affirmation,
the Firm has made the efforts required by PCAOB Rule 2207(b) and has in
its possession the materials required by PCAOB Rule 2207(c); and
    (C) the Firm has indicated, in accordance with the instructions to
this Form, each Item of this Form with respect to which the Firm has
withheld any required information.
    The signature must be accompanied by the signer's title, the
capacity in which the signer signed the Form, the date of signature,
and the signer's business mailing address, business telephone number,
business facsimile number, and business email address.

PART IX--EXHIBITS

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

Exhibit 99.1 Request for Confidential Treatment
Exhibit 99.3 Materials Required by Rule 2207(c)(2)-(4)--Submit Only as
an Exhibit to an Amended Form 3 in Response to a Request Made Pursuant
to Rule 2207(d)
* * * * *

FORM 4--SUCCEEDING TO REGISTRATION STATUS OF PREDECESSOR

GENERAL INSTRUCTIONS

    1. Purpose of this Form. Effective December 31, 2009, this Form
must be used to submit information, representations, and affirmations
to the Board, pursuant to Rule 2109, by a public accounting firm that
seeks to succeed to the registration status of a predecessor firm in
circumstances described in Rule 2108.
    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 public accounting firm
that is submitting this Form to the Board, and the term ``the
predecessor firm'' means the registered public accounting firm
identified in Item 1.1.a of the Form.
    3. Submission of this Form. Unless otherwise directed by the Board,
the Firm must submit this Form, and all exhibits to this Form, to the
Board electronically by completing the Web-based version of this Form
available on the Board's Web site. The Firm must use the predecessor
firm's user ID and password to access the system and submit the Form.
In the event of a transaction involving the combination of multiple
registered public accounting firms, the Firm must access the system
using only the user ID and password of the firm specifically identified
in Item 1.1.a, and not those of any other registered public accounting
firm.
    4. When this Form Should be Submitted and When It is Considered
Filed. To succeed to the registration status of the predecessor firm
pursuant to the provisions of Rule 2108(a) or (b), the Firm must
provide the information and representations required by this Form, in
accordance with the instructions to this Form, and must file the Form
no later than the 14th day after the effective date of the change in
form of organization, change in jurisdiction of organization, or
business combination. Different timing requirements apply with respect
to events that occurred before December 31, 2009. See Rule 2109(a)(2).
Form 4 is considered filed when the Firm has submitted to the Board,
through the Board's Web-based reporting system, a Form 4 that includes
the signed certification required in Part V of Form 4, provided,
however, that any Form 4 so submitted after the applicable filing
deadline shall not be deemed filed unless and until the Board, pursuant
to Rule 2108(d), grants leave to file the Form 4 out of time.
    5. Seeking Leave To File this Form Out of Time. To request leave to
file Form 4 out of time, pursuant to the provisions of Rule 2108(d),
the Firm must file the request on Form 4 and must attach as Exhibit
99.5 a detailed statement describing why, despite the passage of time
since the event described on the Form 4, the Board should permit the
Firm to succeed to the registration status of the predecessor firm. Any
Form 4 that has been submitted out of time, and as to which a Board
decision on whether to allow the form to be filed is pending, may be
withdrawn by accessing the pending submission in the Board's Web-based
system and selecting the ``Withdraw'' option.
    6. Completing the Form. The Firm must complete Parts I, II, IV and
V of this Form. Part III should be completed to the extent applicable,
as described more fully in the instructions to Part II of the Form.
    7. Amendments to this Form. Amendments shall not be submitted to
update information into a Form 4 that was correct at the time the Form
was submitted, but only to correct information that was incorrect at
the time the Form was submitted or to provide information that was
omitted from the Form and was required to be provided at the time the
Form was submitted. When submitting a Form 4 to amend an earlier
submitted Form 4, the Firm must supply not only the corrected or
supplemental information, but must include in the amended Form 4 all
information, affirmations, and certifications that were required to be
included in the original Form 4. The Firm may access the originally
filed Form 4 through the Board's Web-based system and make the
appropriate amendments without needing to re-enter all other
information. (Note that, pursuant to Rule 2109(d), the provisions of
Rule 2205 concerning amendments apply to any submission on this Form as
if the submission were a report on Form 3.)

    Note: The Board will designate an amendment to a report on Form 4
as a report on ``Form 4/A.''

    Note: Any change to a Form 4 that was originally submitted out of
time, and as to which a Board decision on whether to allow the form to
be filed is pending, shall not be treated as an amendment. To make a
change to any such pending Form 4 submission, the Firm must access the
pending submission in the Board's Web-based system, select the
``Withdraw and Replace'' option, and submit a new completed Form 4 in
place of the previously pending submission. The certification required
in Part V of the new submission must be executed specifically for the
replacement version of the Form and dated accordingly.
    8. Rules Governing this Form. 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.
    9. 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 Exhibit 99.3 or
Exhibit 99.5 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. If the Firm
requests confidential treatment, it must identify the information in
Exhibit 99.3 or Exhibit 99.5 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).
    10. 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 the affirmation required by Item 4.1 of
this Form and any answer required by Item 3.2.e of this Form if doing
so would constitute a violation of non-U.S. law by the Firm and the
Firm proceeds in accordance with Rule 2207. (Note that, pursuant to
Rule 2109(d), the provisions of Rule 2207 apply to any submission on
this Form as if the submission were a report on Form 3.) If the firm
withholds the affirmation or answer, the Firm must indicate, in
accordance with the instructions in the relevant Part of the Form, that
it has done so.
    11. 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

Item 1.1 Names of Firm and Predecessor Registered Public Accounting
Firm
    a. State the legal name of the registered public accounting firm to
whose registration status the Firm seeks to succeed.

    Note: The name provided in Item 1.1.a should be the legal name of
the registered public accounting firm as last reported to the Board on
Form 1 or Form 3. This is the firm referred to in this Form as ``the
predecessor firm.'' In accessing and submitting this Form through the
Board's Web-based system, the Firm must use the predecessor firm's user
ID and password.
    b. State the legal name of the Firm filing this Form.

    Note: The name provided in Item 1.1.b will be the name under which
the Firm is registered with the Board if this Form is filed in
accordance with Rule 2109.
    c. If different than the name provided in Item 1.1.b, state the
name or names under which the Firm issues or intends to issue audit
reports.
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 and Signatory
    a. 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 this Form 4, any
annual reports filed on Form 2, and any special reports filed on Form
3.

PART II--GENERAL INFORMATION CONCERNING THE FILING OF THIS FORM

Item 2.1 Reason for Filing this Form
    Indicate, by checking the box for either Item a or Item b below,
the reason the Firm is filing this Form. Then proceed to the Parts and
Items of this Form indicated parenthetically for the relevant item and
provide the information described there. Provide responses only to
those Parts and Items of the Form specifically indicated for the event
or events that the Firm identifies in this Part II as the reason for
filing this Form. (For example, if the Form is being submitted because
the Firm has changed its form of organization, check the box for Item
2.1.a, and complete only Item 3.1 and Parts IV and V of the Form.
Complete Item 2.2 or Item 2.3 if applicable.)
    a. There has been a change in the Firm's form of organization, or
the Firm has changed the jurisdiction under the law of which it is
organized. (Complete Item 3.1, Part IV, and Part V; complete Item 2.2
or Item 2.3 if applicable.)
    b. There has been an acquisition of a registered public accounting
firm by an entity that was not a registered public accounting firm at
the time of the acquisition, or a registered public accounting firm has
combined with another entity or other entities to form a new legal
entity. (Complete Item 3.2, Part IV, and Part V; complete Item 2.2 or
Item 2.3 if applicable.)
Item 2.2 Request for Leave To File This Form Out of Time
    If this Form is not submitted in accordance with Rule 2109(b) on or
before the filing deadline set by Rule 2109(a), the Firm may request
leave to file this Form 4 out of time by checking the box for this
Item, completing this Form 4 as is otherwise required, and providing,
as Exhibit 99.5 to this Form, a description of the reason(s) the Form
was not timely filed and a statement of the grounds on which the Firm
asserts that the Board should grant leave to file the Form out of time.

    Note: Requests for leave to file Form 4 out of time are not
automatically granted. See Rule 2108(d).
Item 2.3 Amendments
    If this is an amendment to a Form 4 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 2.3) as to which the Firm's response has changed from that
provided in the most recent Form 4 or amended Form 4 filed by the Firm
with respect to the event reported on this Form.

PART III--CHANGES IN THE FIRM

Item 3.1 Changes in Form of Organization or in Relevant Jurisdiction
    If this Form 4 is being submitted in connection with a change in
the Firm's form of organization or a change in the jurisdiction under
the law of which the Firm is organized--
    a. State the Firm's current (i.e., after the change in legal form
or jurisdiction) legal form of organization;
    b. Identify the jurisdiction under the law of which the Firm is
organized currently (i.e., after the change in legal form or
jurisdiction); and
    c. State the date that the change took effect.
    d. Affirm that, after the change reported or described in this Item
3.1, the Firm is a public accounting firm under substantially the same
ownership as the predecessor firm.

    Note: Neither the Act nor Board rules include any provision by
which a registered public accounting firm may, in effect, transfer its
Board registration to another entity. Rule 2108(a), in conjunction with
this Form, allows the succession of registration status in
circumstances in which a registered public accounting firm changes its
legal form of organization while remaining under substantially the same
ownership. For purposes of this Item, the Firm is considered to be
under substantially the same ownership as the predecessor firm if a
majority of the persons who held an equity ownership interest in the
predecessor also constitute a majority of the persons who hold an
equity ownership interest in the Firm.
    e. If, in connection with the change described in this Item 3.1,
the Firm has obtained, or will practice under, a license or
certification number, authorizing it to engage in the business of
auditing or accounting, that is different from any such license or
certification number previously reported to the Board by the
predecessor firm, provide as to each such license--
    1. the name of the issuing state, agency, board, or other
authority;

    2. the number of the license or certification;
    3. the date the license or certification took effect.
    f. If, in connection with the change described in this Item 3.1,
any license or certification that authorized the predecessor firm to
engage in the business of auditing or accounting has ceased to be
effective or has become subject to any conditions or contingencies
other than conditions or contingencies imposed on all firms engaged in
the business of auditing or accounting in the jurisdiction, provide, as
to each such license--
    1. the name of the issuing state, agency, board, or other
authority;
    2. the number of the license or certification; and
    3. the date that the authorization ceased to be effective or became
subject to conditions or contingencies.
Item 3.2 Acquisitions of, or Combinations Involving, a Registered
Public Accounting Firm
    a. If this Form 4 is being submitted in connection with a
transaction concerning which a person who holds an equity ownership
interest in the Firm, or is employed by the Firm, can certify the
points set out in Item 3.2.b. and Exhibit 99.4,--
    1. Provide the name of each entity, other than the predecessor
firm, that was involved in the transaction and that was a registered
public accounting firm immediately before the transaction, and as to
each such entity--
    (i) affirm that the entity has filed with the Board a request for
leave to withdraw from registration on Form 1-WD; and
    (ii) state the date that the entity filed Form 1-WD;
    2. Provide the name of each entity, including any acquiror, that
was involved in the transaction and that was not a registered public
accounting firm immediately before the transaction;
    3. Provide the date that the transaction took effect; and
    4. Provide a brief description of the nature of the transaction.
    b. Provide as Exhibit 99.4 to this Form, a statement in the form
set out below, signed by a person who, immediately before the
transaction, was an officer of, or held an equity ownership interest
in, the predecessor firm and who now either holds an equity ownership
interest in, or is employed by, the Firm. The statement must be
submitted on behalf of the Firm. Exhibit 99.4 must include a signature
that appears in typed form in the electronic submission and a
corresponding manual signature retained by the Firm in accordance with
Rule 2109(d). The signature must be accompanied by the signer's current
title, the signer's title immediately before the event described in
Item 3.2.a, the date of signature, and the signer's business mailing
address, business telephone number, business facsimile number, and
business email address. Other than the insertion of the relevant names,
Exhibit 99.4 must be in the exact following words--
    On behalf of [name of the Firm], I certify that (1) I was an
officer of, or held an equity ownership interest in, [name of
predecessor firm] immediately before the transaction described in Item
3.2.a of the Form 4 to which this exhibit is attached; (2) immediately
before that transaction [name of predecessor firm] was a registered
public accounting firm; (3) as part of that transaction, a majority of
the persons who held equity ownership interests in [name of predecessor
firm] obtained equity ownership interests in, or became employed by,
[name of the Firm]; (4) [name of predecessor firm] intended that [name
of the Firm] succeed to the Board registration status of [name of
predecessor firm] to the extent permitted by the Board's rules; and (5)
[name of predecessor firm] is no longer a public accounting firm.
    c. If, in connection with the transaction described in Item 3.2.a,
the Firm has obtained, or will practice under, a license or
certification number, authorizing it to engage in the business of
auditing or accounting, that is different from any such license or
certification number previously reported to the Board by the
predecessor firm, provide, as to each such license--
    1. the name of the issuing state, agency, board or other authority;
    2. the number of the license or certification; and
    3. the date the license or certification took effect.
    d. If, in connection with the transaction described in Item 3.2.a,
any license or certification that authorized the predecessor firm to
engage in the business of auditing or accounting has ceased to be
effective or has become subject to any conditions or contingencies
other than conditions or contingencies imposed on all firms engaged in
the business of auditing or accounting in the jurisdiction, provide, as
to each such license--
    1. the name of the issuing state, agency, board, or other
authority;
    2. the number of the license or certification; and
    3. the date that the authorization ceased to be effective or became
subject to conditions or contingencies.
    e. Provide a ``yes'' or ``no'' answer to each of the following
questions--
    1. Is there identified in Item 3.2.a.2 any entity that, if it were
filing an application for registration on Form 1 on the date of the
certification in Part V of this Form, would have to provide an
affirmative response to Item 5.1.a of Form 1 in order to file a
complete and truthful Form 1?

    Note: In considering whether an affirmative response would be
required to Item 5.1.a of Form 1, the Firm should take into account the
guidance provided by question number 33 in Frequently Asked Questions
Regarding Registration with the Board, PCAOB Release No. 2003-011D
(Apr. 28, 2010).

    2. Is there identified in Item 3.2.a.2 any entity that (i) issued
an audit report with respect to an issuer on or after October 22, 2003
(or, if the entity is a non-U.S. entity, July 19, 2004), while not
registered with the Board, and (ii) did not thereafter have an
application for registration on Form 1 approved by the Board?
    3. Is there identified in Item 3.2.a.2 any entity that (i) issued
an audit report with respect to a broker or dealer for financial
statements with fiscal years ending after December 31, 2008, while not
registered with the Board, and (ii) did not thereafter have an
application for registration on Form 1 approved by the Board?
    4. Is the Firm operating without holding any license or
certification issued by a state, agency, board, or other authority
authorizing the Firm to engage in the business of auditing or
accounting?

    Note: If the Firm answers ``yes'' to any question in Item 3.2.e or
asserts as to any of those questions that non-U.S. law prohibits it
from providing an answer, the Firm cannot succeed outright to the
registration of the predecessor. If this Form 4 is submitted in
accordance with Rule 2109, however, the Firm will temporarily succeed
to the registration of the predecessor for a transitional period as
described in Rule 2108(b)(2) as long as the Firm makes the
representation required in Item 3.2.f below. If the Firm answers
``yes'' to any question in Item 3.2.e or asserts as to any of those
questions that non U.S. law prohibits it from providing an answer but
fails to make the representation required in Item 3.2.f, this Form 4
will not be accepted for filing and the Firm will not succeed to the
predecessor's registration even on a temporary basis. See Rule
2108(b)(2).
    f. If the Firm answered ``yes'' to any question in Item 3.2.e or
asserts as to any of those questions that non-U.S. law

prohibits it from providing an answer, affirm, by checking the box
corresponding to the appropriate item, that one of the following
statements is true--
    1. The Firm has filed an application for registration on Form 1 on
or after the date provided in Item 3.2.a.3.
    2. The Firm intends to file an application for Registration on Form
1 no later than 45 days after the date provided in Item 3.2.a.3.

PART IV--CONTINUING OBLIGATIONS

Item 4.1 Continuing Consent to Cooperate
    Affirm that--
    a. The Firm consents to cooperate in and comply with any request
for testimony or the production of documents made by the Board in
furtherance of its authority and responsibilities under the Sarbanes-
Oxley Act of 2002;
    b. The Firm has secured from each of its associated persons, and
agrees to enforce as a condition of each such person's continued
employment by or other association with the Firm, a consent indicating
that the associated person consents to cooperate in and comply with any
request for testimony or the production of documents made by the Board
in furtherance of its authority under the Sarbanes-Oxley Act of 2002,
and that the associated person understands and agrees that such consent
is a condition of his or her continued employment by or other
association with the Firm; and
    c. The Firm understands and agrees that cooperation and compliance,
as described in Item 4.1.a., and the securing and enforcing of consents
from its associated persons as described in Item 4.1.b., is a condition
to the continuing effectiveness of the registration of the Firm with
the Board.

    Note: The affirmation in Item 4.1.b. shall not be understood to
include an affirmation that the Firm has secured such consents from any
associated person that is a registered public accounting firm.

    Note: The affirmation in Item 4.1.b. shall not be understood to
include an affirmation that the Firm has secured such consents from any
associated person that is a foreign public accounting firm in
circumstances where that associated person asserts that non-U.S. law
prohibits it from providing the consent, so long as the Firm possesses
in its files documents relating to the associated person's assertion
about non-U.S. law that would be sufficient to satisfy the requirements
of subparagraphs (2) through (4) of Rule 2207(c) if that associated
person were a registered public accounting firm filing a Form 2 and
withholding this affirmation. This exception to the affirmation in Item
4.1.b. does not relieve the Firm of its obligation to enforce
cooperation and compliance with Board demands by any such associated
person as a condition of continued association with the Firm.

    Note: If the Firm is a foreign registered public accounting firm,
the affirmations in Item 4.1 that relate to associated persons shall be
understood to encompass every accountant who is a proprietor, partner,
principal, shareholder, officer, or manager of the Firm and who
provided at least ten hours of audit services for any issuer during the
reporting period.
    Item 4.2 Continuing Responsibility to the Board for Previous
Conduct Affirm that, for purposes of the Board's authority with respect
to registered public accounting firms, including but not limited to the
authority to require reporting of information and the authority to
impose disciplinary sanctions, the Firm either has retained or assumes
responsibility for the conduct of any predecessor registered public
accounting firm before the change or business combination reported on
this Form took effect.

    Note: As used in Item 4.2 the term ``predecessor registered public
accounting firm,'' means (1) in circumstances not involving a
transaction described in Item 3.2, the predecessor firm and (2) in
circumstances involving a transaction described in Item 3.2, each
registered public accounting firm that was involved in the business
combination.

    Note: The continuing responsibility in Item 4.2 includes, among
other things, responsibility for reporting information on Form 2 and
events on Form 3. Thus, for example, if a registered public accounting
firm experienced a Form 3 reportable event before the event that is the
subject of this Form, the Firm, as successor, has the obligation to
report that event on Form 3, and bears responsibility for any failure
by any predecessor to have filed a timely Form 3 to report the matter.

    Note: The Board's rules do not require that any entity retain or
assume responsibility as set forth above. In the absence of an
affirmation that it retains or assumes responsibility for such conduct
at least for purposes of the Board's authority, however, an entity
cannot succeed to the Board registration status of any predecessor
entity. See Rule 2108.

PART V--CERTIFICATION OF THE FIRM

Item 5.1 Signature of Partner or Authorized Officer
    This Form must be signed on behalf of the Firm by an authorized
partner or officer of the Firm including, in accordance with Rule
2109(d), both a signature that appears in typed form within the
electronic submission and a corresponding manual signature retained by
the Firm. The signer must certify that--
    a. the signer is authorized to sign this Form on behalf of the
Firm;
    b. the signer has reviewed this Form;
    c. based on the signer's knowledge, this Form 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
    d. either--
    1. based on the signer's knowledge, the Firm has not failed to
include in this Form any information or affirmation that is required by
the instructions to this Form, with respect to the event or events
being described on this Form, or
    2. based on the signer's knowledge--
    (A) the Firm is a foreign public accounting firm and has not failed
to include in this Form any information or affirmation that is required
by the instructions to this Form other than an affirmation required by
Item 4.1 and/or an answer to Item 3.2.e.; and
    (B) the Firm asserts that it is prohibited by non-U.S. law from
providing any such withheld affirmation or response to the Board on
this Form and, with respect to each such withheld affirmation or
response, the Firm has made the efforts described in PCAOB Rule 2207(b)
and has in its files the materials described in PCAOB Rule 2207(c).
    The signature must be accompanied by the signer's title, the
capacity in which the signer signed the Form, the date of signature,
and the signer's business mailing address, business telephone number,
business facsimile number, and business email address.

PART VI--EXHIBITS

    To the extent applicable under the foregoing instructions, each
report must be accompanied by the following exhibits:
Exhibit 99.1 Request for Confidential Treatment
Exhibit 99.3 Materials Required by Rule 2207(c)(2)-(4)--Submit Only as
an Exhibit to an Amended Form 4 in Response to a Request Made Pursuant
to Rule 2207(d)

Exhibit 99.4 Acknowledgment Concerning Registration Status in Certain
Transactions
Exhibit 99.5 Statement in Support of Request for Leave To File Form 4
Out of Time.
* * * * *

II. Board's Statement of the Purpose of, and Statutory Basis for, the
Proposed Rules

    In its filing with the Commission, the Board included statements
concerning the purpose of, and basis for, the proposed rules and
discussed any comments it received on the proposed rules. The text of
these statements may be examined at the places specified in Item IV
below. The Board has prepared summaries, set forth in sections A, B,
and C below, of the most significant aspects of such statements. In
addition, the Board is requesting that the Commission approve the
proposed rules, pursuant to Section 103(a)(3)(C) of the Sarbanes-Oxley
Act, for application to audits of emerging growth companies (``EGCs''),
as that term is defined in Section 3(a)(80) of the Securities Exchange
Act of 1934 (``Exchange Act''). The Board's request is set forth in
section D.

A. Board's Statement of the Purpose of, and Statutory Basis for, the
Proposed Rules

(a) Purpose
Introduction
    On July 21, 2010, the Dodd-Frank Act \1\ amended various provisions
of the Sarbanes-Oxley Act of 2002 (``the Dodd-Frank amendments'') and,
among other things, gave the PCAOB oversight authority with respect to
audits of brokers and dealers that are registered with the SEC.\2\ The
Dodd-Frank amendments provided the Board with authority to carry out
the same types of oversight programs for audits of brokers and dealers
that it has carried out with respect to audits of issuers.\3\ The
legislative history notes that this new authority ``permits [the Board]
to write standards for, inspect, investigate, and bring disciplinary
actions arising out of, any audit of a registered broker or dealer.''
\4\
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    \1\ Public Law 111-203, 124 Stat. 1376.
    \2\ Section 110 of the Sarbanes-Oxley Act of 2002 (``Sarbanes-
Oxley'' or the ``Act''), which was added by the Dodd-Frank
amendments, incorporates the definitions of ``broker'' in Section
3(a)(4) of the Securities Exchange Act of 1934 (``Exchange Act'')
and ``dealer'' in Section 3(a)(5) of the Exchange Act, but includes
only those brokers or dealers that are required to file a balance
sheet, income statement, or other financial statement under Section
17(e)(1)(A) of the Exchange Act certified by a registered public
accounting firm. See Section 110(3) and (4) of the Act.
    \3\ As defined in Section 2(a)(7) of the Act, ``issuer'' means
an issuer (as defined in Section 3 of the Exchange Act) the
securities of which are registered under Section 12 of the Exchange
Act, or that is required to file reports under Section 15(d) of the
Exchange Act, or that files or has filed a registration statement
that has not yet become effective under the Securities Act of 1933
and that it has not withdrawn.
    \4\ S. Rep. No. 111-176, at 154 (2010). The Dodd-Frank
amendments to Section 102(a) of the Act also expanded the Act's
registration requirement by making it unlawful for any person that
is not a registered public accounting firm to prepare or issue, or
to participate in the preparation or issuance of, any audit report
with respect to any broker or dealer. Even before the Dodd-Frank
amendments, Section 17(e)(1)(A) of the Exchange Act, as amended by
Sarbanes-Oxley in 2002, required that the balance sheets and income
statements filed with the Commission by registered brokers or
dealers be certified by a public accounting firm registered with the
PCAOB. Before the Dodd-Frank amendments, however, the Sarbanes-Oxley
Act did not give the PCAOB the authority to inspect, set standards
for, or engage in investigation and enforcement actions with respect
to registered firms that audit brokers and dealers. In July 2013,
the SEC adopted amendments to SEC Rule 17a-5 to, among other things,
require that broker and dealer audits be conducted in accordance
with PCAOB standards and the PCAOB's attestation standards regarding
broker and dealer examinations and reviews. See SEC, Broker-Dealer
Reports, Exchange Act Release No. 70073 (July 30, 2013), 78 FR 51910
(Aug. 21, 2013).
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    On February 28, 2012, the PCAOB proposed to update its rules to
conform them to the Dodd-Frank amendments and to make certain other
updates and clarifications.\5\ The Board received 13 comment letters:
10 from registered public accounting firms (representing a range of
large, medium, and small-sized firms), two from accounting-auditing
professional associations, and one from an actuary. Commenters
generally supported the goal of amending the Board's rules to conform
them to the Dodd-Frank Act and to make certain other amendments in
light of the Board's administrative experience.\6\ Commenters said the
proposals were generally consistent with the ``goal of enhancing audit
quality for the audits of brokers and dealers,'' \7\ and would
``provide added clarity regarding the applicability of the Board's
rules and standards to brokers and dealers.'' \8\
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    \5\ See Proposed Amendments to Conform the Board's Rules and
Forms to the Dodd-Frank Act and Make Certain Updates and
Clarifications, PCAOB Release No. 2012-002 (Feb. 28, 2012). The
comment period closed on April 30, 2012.
    \6\ See Letter of the Center for Audit Quality (Apr. 30, 2012)
(``CAQ Comment Letter''); Letter of Deloitte & Touche LLP (Apr. 26,
2012) (``D&T Comment Letter''); Letter of Ernst & Young LLP (Apr.
30, 2012) (``EY Comment Letter''); Letter of KPMG LLP (Apr. 27,
2012) (``KPMG Comment Letter''); Letter of McGladrey & Pullen, LLP
(Apr. 27, 2012) (``McGladrey Comment Letter''); Letter of
PricewaterhouseCoopers LLP (Apr. 30, 2012) (``PWC Comment Letter'').
    \7\ Letter of Crowe Horwath LLP (Apr. 23, 2012) (``Crowe Horwath
Comment Letter'').
    \8\ Letter of Grant Thornton LLP (Apr. 30, 2012) (``Grant
Thornton Comment Letter'').
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    Commenters also raised a number of concerns, focusing especially on
the Board's proposals to: Apply Rule 3523 (Tax Services for Persons in
Financial Reporting Oversight Roles) to the audits of brokers and
dealers; amend Rule 5109 (Rights of Witnesses in Inquiries and
Investigations) and Rule 5422 (Availability of Documents for Inspection
and Copying); and require Form 3 special reporting for withdrawn broker
and dealer audit reports (proposed Form 3, Item 3.2) and issuer auditor
changes (proposed Form 3, Item 3.3).
    As described in more detail below, the Board, after considering
comments, is adopting the proposed amendments with modifications to
address certain of the commenters' concerns.
    The amendments the PCAOB is adopting today include specific
references to audits and auditors of brokers and dealers in the Board's
rules. The amendments also conform the Board's rules to the Dodd-Frank
amendments that (1) clarified the definition of ``person associated
with a public accounting firm,'' \9\ (2) permitted the Board to share
certain information with foreign auditor oversight authorities,\10\ and
(3) clarified that the Board's sanctioning authority is not limited to
persons who are supervisory personnel at the time a failure to
supervise sanction is imposed.\11\ Certain rules in each section of the
Board's rules, except the funding rules,\12\ and the rules related to
assistance to non-U.S. authorities in inspections and investigations,
are affected by these conforming amendments.\13\ These sections are:
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    \9\ See Section 2(a)(9)(C) of the Act.
    \10\ See Section 105(b)(5)(C) of the Act.
    \11\ See Section 105(c)(6)(A) of the Act.
    \12\ The Board's funding rules were addressed in a separate
PCAOB rulemaking. See Final Rules for Allocation of the Board's
Accounting Support Fee Among Issuers, Brokers, and Dealers, and
Other Amendments to the Board's Funding Rules, PCAOB Release No.
2011-002 (June 14, 2011). While the Board is not substantively
amending the funding rules, the Board is making technical amendments
to Rules 7103 and 7104. See infra note 17.
    \13\ The Board is not amending the rules in Section 6, which
state that the Board may provide assistance to non-U.S. authorities
in an inspection or investigation of a registered public accounting
firm, because these rules apply to registered firms that audit
brokers and dealers without amendment.
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Section 1--General Provisions
Section 2--Registration and Reporting
Section 3--Professional Standards (including Auditor Independence)
Section 4--Inspections
Section 5--Investigations and Adjudications

Ethics Code
    Beyond these conforming amendments, the PCAOB is adopting three
additional categories of amendments that tailor certain of the Board's
rules to the audits of brokers and dealers; call for relevant broker
and dealer audit client information on the Board's forms; and amend a
number of rules in light of the Board's experience administering and
enforcing these rules.
    First, the PCAOB is tailoring the Board's professional practice
standards to the audits of brokers and dealers. As amended, Rule 3521
(Contingent Fees) and Rule 3522 (Tax Transactions) apply to the audits
of brokers and dealers to the same extent that they previously applied
to the audits of issuers. In contrast, Rule 3523 (Tax Services for
Persons in Financial Reporting Oversight Roles), Rule 3524 (Audit
Committee Pre-approval of Certain Tax Services), and Rule 3525 (Audit
Committee Pre-approval of Non-audit Services Related to Internal
Control Over Financial Reporting) will remain limited to services
provided to issuer audit clients. The Board also is adding a definition
of ``audit committee'' so that Rule 3526 (Communication with Audit
Committees Concerning Independence) applies to brokers and dealers that
may not have organizational structures that include audit committees.
    Second, the Board is amending its registration, withdrawal, and
reporting forms (Forms 1, 1-WD, 2, 3, and 4), and the general
instructions to these forms, to call for relevant broker and dealer
audit client information. This information includes, among other
things, information identifying each audit report issued by registered
firms for broker and dealer audit clients during their annual reporting
periods.
    Finally, the Board is amending a number of rule provisions and form
items in light of administrative experience and to make a number of
updates to address events that have occurred since the last time the
rules were updated. These amendments, for example, conform Rule 4009
(Firm Response to Quality Control Defects) to a rule adopted by the
Commission in July 2010, and eliminate a hard-copy submission
requirement from Form 1-WD that the Board believes is unnecessary.
(b) Statutory Basis
    The statutory basis for the proposed rules is Title I of the Act.

B. Board's Statement on Burden on Competition

    Not applicable.

C. Board's Statement on Comments on the Proposed Rules Received From
Members, Participants or Others

    The Board released the proposed rule amendment for public comment
in PCAOB Release No. 2012-002 (February 28, 2012). A copy of Release
No. 2012-002 and the comment letters received in response to the
PCAOB's request for comment are available on the PCAOB's Web site at
http://www.pcaobus.org/Rules/Rulemaking/Pages/Docket039.aspx. The Board
received 13 written comment letters. The Board has carefully considered
the comment letters, as discussed below.
Section 1--General Provisions
    Rule 1001, in Section 1 of the Board's rules, contains definitions
of terms used in the Board's rules. Today's amendments conform
definitions in this section to the definitions of terms in the Dodd-
Frank amendments, including by amending the terms ``audit services''
and ``other accounting services'' to implement Section 102(b)(2)(B) of
the Act.\14\ The amendments also add the new statutory term ``foreign
auditor oversight authority'' to Rule 1001.\15\ Although commenters did
not generally address the proposed amendments to Rule 1001, one
commenter indicated its general support for these proposals, saying
they conform to the provisions of the Dodd-Frank Act.\16\
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    \14\ As part of a separate rulemaking related to the Board's
funding rules, the Board adopted amendments to Rule 1001 that added
definitions of, among other Rule 1001 terms, ``broker,'' ``dealer,''
and ``self-regulatory organization,'' which are consistent with the
definitions in the Dodd-Frank amendments. See PCAOB Release No.
2011-002.
    \15\ In addition, the Board is reserving Rule 1001(n)(i), and
renumbering the definitions of ``party'' in Rule 1001(p)(iii) and
``secretary'' in Rule 1001(s)(iii) to correct technical errors in
Rule 1001's numbering. In 2011, the Board removed the term
``notice'' from Rule 1001 without reserving subparagraph (n)(i). See
PCAOB Release No. 2011-002, at n.22. Also, prior rule amendments
inadvertently resulted in several unrelated definitions being
assigned the same subparagraph numbers.
    \16\ See Grant Thornton Comment Letter.
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    ``Audit'' and ``Audit Report'' (Rule 1001(a)(v) and (a)(vi)). The
PCAOB is amending the definitions of ``audit'' and ``audit report'' to
conform these terms to the statutory definitions the Dodd-Frank
amendments added to Section 110 of the Act.\17\ The amended definitions
expand the terms to include not only audits of financial statements
under PCAOB auditing standards but also examinations of reports,
notices, other documents, procedures or controls under PCAOB
attestation standards. The Board did not receive comment on the
proposed amendments to the definitions of ``audit'' or ``audit
report,'' and the Board is adopting the amendments to these definitions
as proposed. The amended definitions recognize that brokers and dealers
are required under SEC rules to file reports prepared and issued by
auditors based on an examination of, among other things, broker and
dealer financial statements and supporting schedules that provide
information regarding a broker-dealer's net capital, reserves, and
other items.\18\ The terms ``audit'' and ``audit report'' in the
context of SEC Rule 17a-5 apply to reports prepared on a broker's or
dealer's financial statements and supporting schedules, compliance
report, and exemption report, as well as a supplemental report
regarding Securities Investor Protection Corporation (``SIPC'') annual
general assessment reconciliation or exclusion from SIPC membership, as
applicable.\19\
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    \17\ The Board is also removing the notes accompanying the
definitions of ``audit'' and ``audit report.'' The Board added these
notes in 2011 to make clear that the Board's enforcement rules
encompass the obligations of auditors with respect to the audits of
brokers and dealers. See Temporary Rule for an Interim Program of
Inspection Related to Audits of Brokers and Dealers, PCAOB Release
No. 2011-001, at n.32 (June 14, 2011); Proposed Temporary Rule for
an Interim Program of Inspection Related to Audits of Brokers and
Dealers, PCAOB Release No. 2010-008, at n.19 (Dec. 14, 2010).
Today's amendments make these notes unnecessary. Similarly, the
amendments to the definitions of ``audit'' and ``audit report'' make
note three accompanying Rule 7104(b) unnecessary, and the Board is
removing this note. The Board is also making a technical correction
to Rule 7103(c), which should have consistently referred to brokers
and dealers, as well as issuers.
    \18\ See generally, SEC Rule 17a-5 under the Exchange Act (17
CFR 240.17a-5).
    \19\ See SEC Rule 17a-5(e)(4) and (g). In July 2013, the SEC
adopted amendments to SEC Rule 17a-5 to, among other things,
strengthen and clarify broker and dealer audit and reporting
requirements and require that broker and dealer audits be conducted
in accordance with PCAOB standards. See Broker-Dealer Reports,
Exchange Act Release No. 70073.
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    ``Audit Services'' and ``Other Accounting Services'' (Rule
1001(a)(vii) and (o)(i)). To implement the Dodd-Frank amendments to
Section 102(b)(2)(B) of the Act, the Board is amending the terms
``audit services'' and ``other accounting services'' to include
services provided by auditors to broker and dealer audit clients.
Commenters did not address the proposed amendments to the definitions
of ``audit services'' or ``other accounting services'' and the PCAOB is
adopting these definitions as proposed. Because firms provide different
services to broker and dealer audit clients than they provide to issuer
audit clients, the Board's definitions are tailored to each category of
audit client. As discussed in more detail in Section VII below, these
amendments will be used in the context

of collecting certain fee information on broker and dealer audit
clients on Form 1.\20\ In the event that a firm has both issuer and
broker and dealer audit clients, the fee information will be collected
separately for issuer and for broker and dealer audit clients. (The
Board, as discussed below, is not imposing an annual reporting
requirement with respect to fees for services provided to broker and
dealer audit clients on Form 2.) \21\
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    \20\ See infra notes 151-155 and accompanying text.
    \21\ See infra note 177 and accompanying text.
---------------------------------------------------------------------------

    The Rule 1001 term ``audit services,'' in the context of broker or
dealer audit clients, includes professional services related to the
audit of a broker's or dealer's financial statements and supporting
schedules, as described in SEC Rule 17a-5(d)(2),\22\ as well as the
report on a broker's or dealer's compliance report, as described in SEC
Rule 17a-5(d)(3), a report on a broker's or dealer's exemption report,
as described in SEC Rule 17a-5(d)(4), and a report on the broker's or
dealer's supplemental report on SIPC annual general assessment
reconciliation or exclusion from SIPC membership, as described in SEC
Rule 17a-5(e)(4).
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    \22\ ``Audit services'' covers professional services rendered
for the audit of a broker's or dealer's financial statements and
supporting schedules regarding computation and information required
under SEC Rules 15c3-1 and 15c3-3. The definition of ``non-audit
services'' remains unchanged. See Rule 1001(n)(ii).
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    To the extent a firm's services and particular fees may overlap
these fee categories, the firm must attribute the fees it billed to
just one of the fee categories. Applicants must include such fees
within the most appropriate category under the circumstances. As
discussed in more detail below, the Board understands that firms with
broker and dealer audit clients have not necessarily maintained billing
records in a way that would make precise reporting according to the fee
categories always possible. For this reason, the Board expects that
estimates will be required to attribute particular billed fees to one
of the fee categories on Form 1.\23\
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    \23\ See infra text accompanying note 156.
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    ``Foreign Auditor Oversight Authority'' (Rule 1001(f)(iii)). As
proposed, the Board is amending Rule 1001 to include the definition of
``foreign auditor oversight authority'' to track the definition in
Section 2(a)(17) of the Act. The Board did not receive comment on the
proposed definition of foreign auditor oversight authority. This
definition supports the Board's authority to share confidential
information with its counterparts in other countries.
    ``Person Associated with a Public Accounting Firm (and Related
Terms)'' (Rule 1001(p)(i)). The PCAOB, as proposed, is amending Rule
1001(p)(i), which defines ``person associated with a public accounting
firm'' (and related terms), consistent with amended Section 2(a)(9) of
the Act. The Board is also adding a note to Rule 1001(p)(i)
highlighting a related amendment to Section 2(a)(9). The note explains
that Section 2(a)(9) has been amended to make clear that, for purposes
of the Board's investigations and disciplinary proceedings, the defined
terms include any person associated, seeking to become associated, or
formerly associated with a public accounting firm. The note also
explains that Section 2(a)(9) makes clear that the Board's authority to
conduct an investigation of any such person applies only with respect
to conduct or omissions that occurred while the person was associated
or seeking to become associated with a firm, and that the Board's
authority to commence disciplinary proceedings or impose sanctions
against any such person applies only with respect to conduct or
omissions occurring during such a period or failures to cooperate with
investigative demands for testimony, documents, or other information
relating to such a period. The legislative history of the Dodd-Frank
amendments explains that Congress enacted the revised definition of
associated person ``to make it clear that [the Board] may sanction or
discipline persons who engage in misconduct while associated with a
regulated or supervised entity even if they are no longer associated
with that entity.'' \24\
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    \24\ H.R. Rep. No. 111-687, at 79 (Dec. 16, 2010) (accompanying
H.R. 3817, the Investor Protection Act of 2009).
---------------------------------------------------------------------------

    Commenters asked for guidance regarding the meaning of ``seeking to
become associated'' (as added by the Dodd-Frank Act).\25\ The Board
believes that inclusion of the phrase ``seeking to become associated''
in the Act provides the Board with investigative and disciplinary
authority over, for example, conduct connected with the preparation and
filing with the Board of Form 1 (including the form's contents and all
attachments, exhibits, and correspondence related to the form) and
other applications for registration with the Board.
---------------------------------------------------------------------------

    \25\ See CAQ Comment Letter; D&T Comment Letter; Grant Thornton
Comment Letter; KPMG Comment Letter.
---------------------------------------------------------------------------

    The PCAOB is also amending a provision that the Board included in
the definition in its rules but is not included in the statutory
definition. Before the Board adopted Rule 1001(p)(i) in 2003, a number
of commenters suggested that the definition should be limited to only a
public accounting firm's employees. In response, the Board adopted a
provision providing that the persons associated with a particular
public accounting firm do not include those persons the firm reasonably
believes are persons primarily associated with another registered
public accounting firm.\26\ Experience in administering the rule after
its adoption has shown that, in contexts other than registration and
reporting, this provision, which is not a part of the statutory
definition, may create uncertainty and lead to results inconsistent
with the statutory definition. By its terms, the statutory definition
has application without regard to the belief of a firm. Accordingly,
the Board is adding language to Rule 1001(p)(i) to limit the reasonable
belief provision to the context of registration and reporting forms
that are completed on behalf of a firm pursuant to Section 2 of the
Board's rules, thus making clear that this provision does not otherwise
operate to amend the statutory definition. The Board did not receive
comment on this aspect of the proposed amendments to the associated
person definition and is adopting it as proposed.
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    \26\ See Registration System for Public Accounting Firms, PCAOB
Release No. 2003-007, at A-3-xii (May 6, 2003). See also Frequently
Asked Questions Regarding Registration with the Board, PCAOB Release
No. 2003-011D, Question and Answer No. 21, available at http://pcaobus.org/Registration/Pages/SampleForms.aspx. See generally,
comment letters available at http://pcaobus.org/Rules/Rulemaking/Pages/Docket001Comments.aspx.
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    The Board also is amending Rule 1001(p)(i) by inserting the words
``or entity'' after the words ``independent contractor,'' and ``or
otherwise'' after ``participates as agent.'' The phrases ``or entity''
and ``or otherwise'' are included in the definition of ``Person
Associated with a Public Accounting Firm'' in Section 2(a)(9) of the
Act. Two commenters suggested that these amendments may raise
interpretive and implementation questions.\27\ The primary purpose of
many definitions adopted in 2003 was to narrow terms to allow auditing
firms to complete initial registration forms with some certainty and in
a relatively short period of time. These rules, however, did not limit
or contract the Board's authority under the Act. Now that most firms
are registered, it is appropriate for the definition in the Board's
rules to reflect the full statutory

meaning of the term. As with other provisions of the Act, the Board's
interpretation of this defined term will be determined based on
specific facts and circumstances.
---------------------------------------------------------------------------

    \27\ See D&T Comment Letter and EY Comment Letter.
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    ``Play a Substantial Role in the Preparation or Furnishing of an
Audit Report'' (Rule 1001(p)(ii)). As proposed, the PCAOB is inserting
``broker or dealer'' throughout this definition to make it clear that
the definition extends to audit reports prepared for brokers or
dealers, as well as issuers. The Board is also amending this definition
to correct an error, by replacing the word ``accountant'' with
``auditor,'' which is the more appropriate term.\28\ The Board did not
receive comment on the proposed amendments to the substantial role
definition.
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    \28\ ``Accountant'' is defined in Rule 1001(a)(ii) as a natural
person who is a CPA, or who holds an accounting degree, or who holds
a license or certification authorizing him or her to engage in
auditing or accounting, or who holds a degree other than accounting
and participates in audits. ``Auditor'' is defined in Rule
1001(a)(xii) to mean both public accounting firms registered with
the Board and associated persons thereof. The Board is also
correcting this error in the notes accompanying Form 1, Items 2.1
and 2.2.
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    ``Professional Standards'' (Rule 1001(p)(vi)). The Board is
amending the definition of ``professional standards'' to conform to the
definition of this term in Section 110 of the Act.\29\ Under the
amended rule, the definition of professional standards is extended to
include accounting principles, auditing standards, attestation
standards, quality control standards, ethics standards and independence
standards relating to the audit reports for brokers and dealers, as
well as issuers. The Board did not receive comment on the proposed
amendments to the definition of professional standards and is adopting
the definition as proposed.
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    \29\ The amendments also remove, as unnecessary, the note
accompanying the definition of ``professional standards.''
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    ``Suspension'' (Rule 1001(s)(iv)). As proposed, the PCAOB is
amending the definition of ``suspension'' to make it clear that when
the Board imposes a suspension on a registered public accounting firm,
the firm is prohibited from preparing or issuing, or participating in
the preparation or issuance of, any audit report, including audit
reports issued for brokers or dealers. The Board did not receive
comment on the proposed amendments to the definition of suspension.
Section 2--Registration and Reporting Rules
    This section of the PCAOB's rules sets out the requirements for
public accounting firms to register with the Board. It also contains
provisions for annual and special reporting, the payment of annual
fees, and procedures to withdraw from registration with the Board. In
addition, Section 2 contains rules governing a firm's request for
confidential treatment of information submitted in registration and
reporting forms, as well as requests to omit certain information on
grounds that providing the information would violate certain non-U.S.
laws.
    Most of the amendments the Board is making to this section are to
add ``broker'' and ``dealer'' to those rules that formerly applied only
to auditors of issuers. Commenters did not address the Board's proposed
amendments to the rules in Section 2, and the Board is adopting the
amendments, which are briefly described below, as proposed.
    Application for Registration (Rule 2100). Section 102(a) of the Act
and Rule 2100 require the registration of all public accounting firms
that prepare or issue audit reports, or play a substantial role in
preparing or furnishing an audit report, with respect to issuers. The
Dodd-Frank amendments extended this requirement to auditors of brokers
and dealers.\30\ The Board is revising Rule 2100 to implement these
amendments with respect to registration.
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    \30\ Section 17(e)(1)(A) of the Exchange Act requires every
registered broker and dealer to file with the Commission a balance
sheet and income statement certified by a registered public
accounting firm.
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    Standard for Approval (Rule 2106(a)). Rule 2106(a) sets out the
standard for the Board to consider in determining whether to approve a
firm's application for registration. The rule is based on Section
101(a) of the Act. The Dodd-Frank amendments broadened Section 101(a)
to cover broker and dealer audits, as well as issuer audits. To ensure
that Rule 2106(a) continues to track Section 101(a) of the Act, as
amended by the Dodd-Frank Act, the Board is revising this rule to
remove its last clause.
    Board Action (Rule 2107(d)). The Board may order that withdrawal of
a firm's registration be delayed for a period of up to eighteen months
under Rule 2107(d), if it determines that withdrawal is inconsistent
with the Board's responsibilities to conduct inspections or
investigations. Specifically, Rule 2107(d)(1) refers to ``inspections
to assess the degree of compliance of each registered public accounting
firm and associated persons of that firm with . . . related matters
involving issuers.'' The Board is amending this provision to encompass
brokers and dealers to reflect the Board's expanded authority under the
Dodd-Frank amendments.
Section 3--Professional Standards
    Section 3 of the PCAOB's rules establish auditing and related
professional practice standards, including attestation, quality
control, ethics, and independence standards applicable to registered
public accounting firms and their associated persons. In light of the
enactment of the Dodd-Frank Act, the Board proposed specific amendments
to make Section 3 applicable to audits of brokers and dealers.
    Under Section 17 of the Exchange Act and SEC Rule 17a-5 thereunder,
brokers or dealers are generally required, among other things, to file
with the Commission and with the broker's or dealer's designated
examining authority (``DEA'') an annual report containing audited
financial statements, supporting schedules, supplemental reports, and
independent public accountant reports, as applicable.\31\ Under the
amendments to SEC Rule 17a-5, effective for fiscal years ending on or
after June 1, 2014, ``independent public accountant'' reports must be
prepared in accordance with the standards of the PCAOB.\32\
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    \31\ See Section 17(a) and (e) of the Exchange Act and SEC Rule
17a-5(d).
    \32\ See SEC Rule 17a-5(g), as amended.
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    As discussed above, in July 2010, the Dodd-Frank amendments gave
the Board authority to establish, subject to Commission approval,
auditing and related attestation, quality control, ethics, and
independence standards to be used by registered public accounting firms
in the preparation and issuance of the audit reports included in broker
and dealer filings with the Commission. In September 2010, the
Commission issued interpretive guidance clarifying that the
``references in Commission rules and staff guidance and in the federal
securities laws to generally accepted auditing standards (``GAAS'') or
to specific standards under GAAS, as they relate to non-issuer brokers
or dealers, should continue to be understood to mean'' the auditing and
attestation standards established by the American Institute of
Certified Public Accountants (the ``AICPA''), but noted that it
intended to revisit this interpretation in connection with a Commission
rulemaking project to update the audit and attestation requirements for
brokers and dealers in light of the Dodd-Frank Act.\33\ In June 2011,
the Commission proposed to amend SEC Rule 17a-5 to mandate that the
rule's required reports be prepared in accordance with the

standards of the PCAOB.\34\ Finally, in July 2013, the SEC adopted
amendments to SEC Rule 17a-5, directing that auditors of brokers and
dealers are to comply with PCAOB standards effective for fiscal years
ending on or after June 1, 2014.\35\ As a result, the Board's auditing,
attestation, quality control, and independence standards apply to
audit, attest, and other engagements for brokers and dealers required
by Section 17 of the Exchange Act and SEC Rule 17a-5.\36\
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    \33\ SEC, Commission Guidance Regarding Auditing, Attestation,
and Related Professional Practice Standards Related to Brokers and
Dealers, Exchange Act Release No. 62991 (Sep. 24, 2010).
    \34\ SEC, Broker-Dealer Reports, Exchange Act Release No. 64676
(June 15, 2011), 76 FR 57572 (June 27, 2011).
    \35\ Broker-Dealer Reports, Exchange Act Release No. 70073.
    \36\ In related releases issued recently, the PCAOB adopted
standards that are tailored to the SEC's requirements under SEC Rule
17a-5. See Standards for Attestation Engagements Related to Broker
and Dealer Compliance and Exemption Report Required by the U.S.
Securities and Exchange Commission and Related Amendments to PCAOB
Standards, PCAOB Release No. 2013-007 (Oct. 10, 2013), and Auditing
Standard on Auditing Supplemental Information Accompanying Audited
Financial Statements, PCAOB Release No. 2013-008 (Oct. 10, 2013).
These standards must be approved by the SEC.
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General Requirements
    Rule 3100 requires registered firms and their associated persons to
comply with all applicable auditing and related professional practice
standards and Rule 3101 explains the meaning of certain terms used in
those standards (such as ``must'' and ``should'') that describe the
responsibility a PCAOB standard imposes on auditors. Rules 3100 and
3101 are applicable to audits of brokers and dealers required by
Section 17 of the Exchange Act and SEC Rule 17a-5.
    Rules 3200T, 3300T and 3400T generally require registered firms and
their associated persons to comply with the AICPA's auditing,
attestation, and quality control standards as in existence on April 16,
2003, to the extent not superseded or amended by the Board. Rules 3200T
and 3300T, as well as standards adopted by the Board and approved by
the Commission, apply to audit, attest, and other engagements for
brokers and dealers required under Section 17 of the Exchange Act and
SEC Rule 17a-5.
    To clarify that Rule 3300T regarding interim attestation standards
applies to broker or dealer engagements, the Board is removing the
words ``for issuers'' from the phrase in the rule ``audit reports for
issuers.'' \37\ As a result, Rule 3300T applies, and the interim
standards, as applicable and to the extent not superseded or amended by
the Board, must be followed in connection with engagements related to
the preparation or issuance of audit reports for brokers and
dealers.\38\
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    \37\ As noted above, the Board is amending the definition of
``audit reports'' in Rule 1001 to include auditor examinations of
and reports concerning not only financial statements but also
reports, notices, other documents, procedures or controls, such as
the auditor reports provided in connection with audits of brokers
and dealers pursuant to SEC Rule 17a-5. See supra notes 17-19 and
accompanying text.
    \38\ In related releases issued recently, the PCAOB adopted
standards to align its standards more closely with auditor
responsibilities under SEC Rule 17a-5. AT 1 and AT 2 apply
specifically to the examination of a broker's or dealer's compliance
report and review of a broker's or dealer's exemption report, as
required by SEC Rule 17a-5. See supra note 36.
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    Rule 3400T requires, among other things, that certain registered
firms--firms that were members of the former SEC Practice Section
(``SECPS'') of the AICPA--must comply with certain of the SECPS
membership requirements that existed as of April 16, 2003, to the
extent not superseded or amended by the Board.\39\ Under the
amendments, the SECPS membership requirements apply to the auditors of
brokers and dealers that were members of the SECPS in 2003. This
approach is consistent with the previous rule (which applied the SECPS
membership requirements only to those registered firms that are former
members of the SECPS).
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    \39\ See Rule 3400T(b); Establishment of Interim Professional
Auditing Standards, PCAOB Release No. 2003-006, at n.15 and
accompanying text (Apr. 18, 2003). These standards address, among
other topics, training and education, internal communication of
broad principles that influence the firm's quality control policies
and procedures, notifications to regulators of dismissals and
resignations from audit engagements, obligations with respect to
foreign correspondent firms or other members of an international
firm, and compliance with auditor independence requirements. Some of
these membership requirements do not apply to broker or dealer audit
clients. See infra note 42.
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    One commenter suggested that Rule 3400T itself should state that
the SECPS membership requirements apply to auditors of brokers and
dealers that were members of the SECPS in 2003.\40\ In response to this
comment, the Board has added a note to Rule 3400T to clarify that the
SECPS membership requirements only apply to those firms that were
members of the SECPS in 2003.
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    \40\ See EY Comment Letter.
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    Another commenter expressed concern that applying the former SECPS
membership requirements only to firms that were SECPS members in 2003
could result in an unbalanced and disparate application of the Board's
requirements.\41\ Prior to the Act's enactment, public accounting firms
that were members of the SECPS voluntarily committed to satisfying a
number of quality control-related requirements, including the quality
control requirements the Board is adopting today. The Board notes that
only two of the five SECPS membership requirements adopted by the Board
apply to audits of brokers or dealers. These two requirements relate to
continuing professional education requirements for audit firm personnel
and the firm communicating through a written statement to its
professional personnel the firm's broad policies and procedures related
to accounting principles, client relationships, and services
provided.\42\ The Board notes that all firms (including those that were
members of the SECPS in 2003) are required to comply with state and
professionally mandated continuing professional education requirements
that satisfy most, if not all, of these education requirements, and
expects that firms distribute such information to their professional
personnel to effectively manage their firms. Application of these
requirements to audits of brokers and dealers is therefore not expected
to result in a significant burden on auditors of brokers or dealers
that were members of the SECPS in 2003. The Board intends to address
the quality control standards more generally in the future, and to
consider whether the substance of any or all of the SECPS membership
requirements should be applied to all registered firms.\43\
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    \41\ See Grant Thornton Comment Letter (suggesting that the
Board defer the application of the SECPS membership requirements to
auditors of brokers and dealers until the Board has fully considered
the application of those requirements to all firms).
    \42\ See AICPA SEC Practice Section Reference Manual, Sec.
1000.08(d) and Sec.  1000.08(l). In addition, three SECPS membership
requirements adopted by the Board do not apply to audits of non-
public brokers or dealers because they depend in part on the
definition of ``SEC registrant'' in SECPS Membership Section
1000.38, which specifically excludes brokers or dealers that are
registered with the Commission ``only because of section 15
paragraph a of the [Securities Exchange Act of 1934].'' See SECPS
Member Section 1000.46 Appendix L, at n.3. These three requirements
include notification to the Commission of resignations and
dismissals from engagements with SEC registrants, audit obligations
with respect to correspondent firms or other members of an
international association of firms, and certain quality control
procedures regarding compliance with auditor independence rules. See
AICPA SEC Practice Section Reference Manual, Sec.  1000.08(m), Sec.
1000.08(n)(1), and Sec.  1000.08(o).
    \43\ See Office of the Chief Auditor, Standard-Setting Agenda,
at 6 (Sep. 30, 2013).
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    Although some commenters supported the proposals to amend the
Board's general requirements governing the applicability of the Board's
auditing and related professional practice standards to apply to audits
of brokers and dealers,\44\ others believed that the

Board's quality control, ethics, and independence rules should not
apply to the audit and attestation engagements of ``introducing'' or
``non-carrying'' brokers and dealers, asserting that these brokers and
dealers are usually smaller entities that present little if any
investment risk to investors or the capital markets.\45\ Other
commenters said that requiring auditors of brokers and dealers to
follow PCAOB quality control, ethics, and independence standards is not
warranted until decisions with respect to a final, permanent inspection
program's scope are reached.\46\
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    \44\ See Grant Thornton Comment Letter; Rothstein Kass Comment
Letter.
    \45\ See Letter of the AICPA (Apr. 30, 2012) (``AICPA Comment
Letter''); Crowe Horwath Comment Letter; KPMG Comment Letter.
    \46\ See AICPA Comment Letter; Letter of WeiserMazars LLP (Apr.
30, 2012) (``WeiserMazars Comment Letter'').
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    As noted elsewhere, the SEC in July 2013 determined that all audit
reports filed with the SEC and DEAs by brokers and dealers must be
prepared in accordance with PCAOB standards.\47\ A final decision
regarding the scope of the Board's inspection program will be made at a
later date. The Board believes postponing the adoption of amendments to
its rules would not be consistent with the SEC's determination under
Section 17(e)(2) of the Exchange Act to require that audits and
attestations of broker and dealer reports filed under SEC Rule 17a-5 be
made in accordance with standards of the PCAOB. The Board is not
persuaded that removing doubt about which rules and standards apply to
these audits should be delayed pending determinations on the scope of
the Board's final inspection program.
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    \47\ See SEC Rule 17a-5(g); see also Broker-Dealer Reports,
Exchange Act Release No. 70073, at nn.330-347 and accompanying text.
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    The Board also is amending the rules in Section 3 to remove
outdated and currently irrelevant provisions. For example, the Board is
deleting the notes to Rules 3200T, 3300T and 3400T that addressed the
application of standards during the period from the adoption of the Act
to the date in 2003 when firms initially were required to register with
the Board. The Board also is deleting Rule 3101(c), which provided
relief from certain documentation requirements before November 2004.
The Board is deleting Rule 3201T, which was a temporary and
transitional rule regarding the application of Auditing Standard No.
(``AS'') 2 and by its terms expired on July 15, 2005. The Board is
amending Rule 3400T to remove the note that addressed application of
the SECPS membership requirement for concurring partner reviews, which
was superseded by Auditing Standard No. 7, Engagement Quality
Review.\48\ Finally, the Board is amending the note to Rule 3700(c) to
clarify that nominations to Board advisory groups may be submitted by
any person or organization, including a broker or dealer.
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    \48\ A number of commenters pointed out that the proposal to
remove subparagraph (1) from Rule 3400T(b)'s reference to Sec.
1000.08(n) would have broadened the applicability of that
requirement. See CAQ Comment Letter; Crowe Horwath Comment Letter;
Grant Thornton Comment Letter; and KPMG Comment Letter. This
consequence was not intended, and the Board is not adopting this
proposal. See Rule 3400T(b).
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    Section 1000.08(m) of the SECPS Membership Requirements. After
soliciting comment, the PCAOB is adopting an amendment to the SECPS
membership requirement addressing circumstances where a former SECPS
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.\49\ To make firm notices of these events
more meaningful, the Board is requiring that registered firms (that are
former members of the SECPS) notify the Commission's Office of the
Chief Accountant of the cessation of an auditor's relationship with an
issuer audit client only if the issuer has not reported the end of the
relationship to the SEC in a timely filed Form 8-K.\50\ Previously,
these firm notices were required irrespective of whether or not the
registrant reported the fact that the relationship ceased in a timely
filed Form 8-K. As amended, if, by the end of the fifth business day
after an issuer client-auditor relationship has ended the issuer has
not reported the cessation of the relationship to the SEC in a timely
filed Form 8-K, then a former SECPS member firm must simultaneously
send a written report of this fact to the former client and email the
report to the SEC's Office of the Chief Accountant.\51\
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    \49\ See AICPA SEC Practice Section Reference Manual, Sec.
1000.08(m)(1). If an issuer audit client has a change in its
principal auditor (or an auditor upon whom the issuer's principal
auditor expressed reliance in its report regarding a significant
subsidiary), within the last two fiscal years or any subsequent
interim period up to and including the date of change, the issuer
must provide the required information in Item 4.01 of Form 8-K
within four business days of the change. See Item 304(a) of
Regulation S-K; Item 4.01 of Form 8-K.
    \50\ See SECPS Sec.  1000.08(m)(1). SECPS Sec.  1000.08(m) does
not apply to the termination of engagements with broker or dealer
audit clients. See Appendix D, SECPS Sec.  1000.38(1)(b). Also,
under Rule 3400T, the former SECPS membership requirements,
including SECPS Sec.  1000.08(m), only apply to firms that were
SECPS members in 2003.
    \51\ SECPS Sec.  1000.08(m) also applies to situations where a
firm (that is a former member of the SECPS) believes it no longer
has a relationship with a former issuer audit client. In situations
where a former issuer audit client has ``gone dark'' or declared
bankruptcy, for example, and therefore the firm believes that the
client-auditor relationship has ceased, SECPS Sec.  1000.08(m)
requires the firm to notify the former client and the SEC's Office
of the Chief Accountant of the end of the issuer client-auditor
relationship.
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    The amendment to Section 1000.08(m) of the SECPS Membership
Requirements only applies to SEC Registrants that are required to file
current reports on Form 8-K. For SEC Registrants that do not file
current reports on Form 8-K--including foreign private issuers required
to make reports on Form 6-K and investment companies required to file
reports under Rule 30b1-1 of the Investment Company Act (other than
business development companies)--the SECPS reporting requirement
remains unchanged.\52\ Notices for former clients that do not file
current reports on Form 8-K are due by the end of the fifth business
day following the end of the 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
report. The PCAOB is also updating Appendix I of SECPS Section 1000.43
to reflect the SEC's updated contact information and preference for
email notifications.\53\
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    \52\ See SECPS Sec.  1000.08(m)(2). Foreign private issuers are
required to report issuer auditor changes on Item 16F of Form 20-F
and investment companies (other than business development companies)
are required to report auditor changes on item 77K of Form N-SAR.
    \53\ The SEC staff strongly encourages emailing the SECPS report
notification to<EMAIL_ADDRESS>See Appendix I, SECPS Sec.
1000.43. See also http://www.sec.gov/about/offices/oca/10a1notices.htm (``The Office of the Chief Accountant strongly
encourages sending the SECPS report notification to
<EMAIL_ADDRESS>The staff will accept the date the email is
received as the notification date.'').
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    Commenters generally supported reporting circumstances where a
former SECPS member firm has resigned, declined to stand for re-
election, or been dismissed from an issuer engagement under Section
1000.08(m) only if the issuer has not reported the end of the
relationship in a timely filed report (exception reporting).\54\ But
one commenter suggested that Section 1000.08(m) should be eliminated
entirely,\55\ and one other commenter said Section 1000.08(m) reporting
is ``working, helpful, and appropriate'' and should not be amended.\56\
After considering these comments, the PCAOB has determined that more
focused Section 1000.08(m) reporting

will enhance the SEC's ability to monitor the cessation of auditors'
relationships with issuers that are required to file reports on Form 8-
K. The Board, as discussed in more detail below, has also determined to
adopt amendments requiring all registered firms to report the cessation
of issuer relationships with Form 8-K filers on Form 3.\57\
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    \54\ Crowe Horwath Comment Letter; EY Comment Letter; Grant
Thornton Comment Letter; McGladrey Comment Letter; PWC Comment
Letter.
    \55\ KPMG Comment Letter.
    \56\ D&T Comment Letter.
    \57\ See infra notes 183-195 and accompanying text.
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Auditor Independence
    Registered public accounting firms must follow not only the
Commission's auditor independence requirements \58\ but also, to the
extent applicable, the ethics and auditor independence requirements in