Order Approving Public Company Accounting Oversight Board Budget and Annual Accounting Support Fee for Calendar Year 2011, 81684-81685 [2010-32650]
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emcdonald on DSK2BSOYB1PROD with NOTICES
81684
Federal Register / Vol. 75, No. 248 / Tuesday, December 28, 2010 / Notices
provides advice with respect to the
portion of the fund that is acquiring the
securities, and (ii) the advisory contracts
of the subadviser, and any subadviser
that is advising the purchasing portion
of the fund, prohibit them from
consulting with each other concerning
securities transactions of the fund, and
limit their responsibility in providing
advice to providing advice with respect
to discrete portions of the fund’s
portfolio.
Based on an analysis of fund filings,
the staff estimates that approximately
252 fund portfolios enter into
subadvisory agreements each year.1
Based on discussions with industry
representatives, the staff estimates that
it will require approximately 3 attorney
hours to draft and execute additional
clauses in new subadvisory contracts in
order for funds and subadvisers to be
able to rely on the exemptions in rule
12d3–1. Because these additional
clauses are identical to the clauses that
a fund would need to insert in their
subadvisory contracts to rely on rules
10f–3, 17a–10, and 17e–1 and because
we believe that funds that use one such
rule generally use all of these rules, we
apportion this 3 hour time burden
equally to all four rules. Therefore, we
estimate that the burden allocated to
rule 12d3–1 for this contract change
would be 0.75 hours.2 Assuming that all
252 funds that enter into new
subadvisory contracts each year make
the modification to their contract
required by the rule, we estimate that
the rule’s contract modification
requirement will result in 189 burden
hours annually.3
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
unless it displays a currently valid
control number.
Written comments are invited on: (a)
Whether the proposed collection of
information is necessary for the proper
performance of the functions of the
agency, including whether the
information will have practical utility;
(b) the accuracy of the agency’s estimate
of the burden of the collection of
information; (c) ways to enhance the
quality, utility, and clarity of the
information collected; and (d) ways to
minimize the burden of the collection of
information on respondents, including
through the use of automated collection
1 Based on information in Commission filings, we
estimate that 42.5 percent of funds are advised by
subadvisers.
2 This estimate is based on the following
calculation (3 hours ÷ 4 rules = .75 hours).
3 This estimate is based on the following
calculation: (0.75 hours × 252 portfolios = 189
burden hours.
VerDate Mar<15>2010
22:37 Dec 27, 2010
Jkt 223001
techniques or other forms of information
technology. Consideration will be given
to comments and suggestions submitted
in writing within 60 days of this
publication.
Please direct your written comments
to Thomas Bayer, Chief Information
Officer, Securities and Exchange
Commission, c/o Remi-Pavlik Simon,
6432 General Green Way, Alexandria,
VA 22312; or send an e-mail to:
PRA_Mailbox@sec.gov.
Dated: December 20, 2010.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010–32519 Filed 12–27–10; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Securities Act of 1933, Release No. 33–
9168/December 22, 2010; Securities
Exchange Act of 1934; Release No. 34–
63596/December 22, 2010]
Order Approving Public Company
Accounting Oversight Board Budget
and Annual Accounting Support Fee
for Calendar Year 2011
The Sarbanes-Oxley Act of 2002, as
amended (the ‘‘Sarbanes-Oxley Act’’),
established the Public Company
Accounting Oversight Board (‘‘PCAOB’’)
to oversee the audits of companies that
are subject to the securities laws, and
related matters, in order to protect the
interests of investors and further the
public interest in the preparation of
informative, accurate and independent
audit reports. The PCAOB is to
accomplish these goals through
registration of public accounting firms
and standard setting, inspection, and
disciplinary programs. The PCAOB is
subject to the comprehensive oversight
of the Securities and Exchange
Commission (the ‘‘Commission’’).
Section 109 of the Sarbanes-Oxley Act
provides that the PCAOB shall establish
a reasonable annual accounting support
fee, as may be necessary or appropriate
to establish and maintain the PCAOB.
Under Section 109(f) of the SarbanesOxley Act, the aggregate annual
accounting support fee shall not exceed
the PCAOB’s aggregate ‘‘recoverable
budget expenses,’’ which may include
operating, capital and accrued items.
The Commission must approve the
PCAOB’s annual budget and accounting
support fee.
Section 982 of the Dodd-Frank Wall
Street Reform and Consumer Protection
Act (the ‘‘Dodd-Frank Act’’) 1 amended
the Sarbanes-Oxley Act to provide the
1 Public
PO 00000
Law 111–203, 124 Stat. 1376 (2010).
Frm 00125
Fmt 4703
Sfmt 4703
PCAOB with explicit authority to
oversee auditors of broker-dealers
registered with the Commission. In
addition, the PCAOB must allocate the
annual accounting support fee among
issuers and among brokers and dealers,
beginning in 2011. The 2011 budget
approved and submitted by the Board
includes an allocation of the annual
accounting support fee among issuers
and brokers and dealers.
Section 109(b) of the Sarbanes-Oxley
Act directs the PCAOB to establish a
budget for each fiscal year in accordance
with the PCAOB’s internal procedures,
subject to approval by the Commission.
The Commission’s Rules of Practice
related to its Informal and Other
Procedures include a rule that facilitates
the Commission’s review and approval
of PCAOB budgets and the annual
accounting support fee.2 This budget
rule provides, among other things, a
timetable for the preparation and
submission of the PCAOB budget and
for Commission actions related to each
budget, a description of the information
that should be included in each budget
submission, limits on the PCAOB’s
ability to incur expenses and obligations
except as provided in the approved
budget, procedures relating to
supplemental budget requests,
requirements for the PCAOB to furnish
on a quarterly basis certain budgetrelated information, and a list of
definitions that apply to the rule and to
general discussions of PCAOB budget
matters.
In accordance with the budget rule, in
March 2010 the PCAOB provided the
Commission with a narrative
description of its program issues and
outlook for the 2011 budget year. In
response, the Commission provided the
PCAOB with economic assumptions and
budgetary guidance for the 2011 budget
year. The PCAOB subsequently
delivered a preliminary budget and
budget justification to the Commission.
Staff from the Commission’s Offices of
the Chief Accountant and Executive
Director dedicated a substantial amount
of time to the review and analysis of the
PCAOB’s programs, projects and budget
estimates; reviewed the PCAOB’s
estimates of 2010 actual spending; and
attended several meetings with
management and staff of the PCAOB to
further develop an understanding of the
PCAOB’s budget and operations. During
the course of this review, Commission
staff relied upon representations and
supporting documentation from the
PCAOB. Based on this review, the
Commission issued a ‘‘pass back’’ letter
2 17 CFR 202.190. See Release No. 33–8724 (July
18, 2006) [71 FR 41998 (July 24, 2006)].
E:\FR\FM\28DEN1.SGM
28DEN1
emcdonald on DSK2BSOYB1PROD with NOTICES
Federal Register / Vol. 75, No. 248 / Tuesday, December 28, 2010 / Notices
to the PCAOB. The PCAOB approved its
2011 budget during an open meeting on
November 23, 2010 and submitted that
budget for Commission approval on
November 29, 2010.
After considering the above, the
Commission did not identify any
proposed disbursements in the 2011
budget adopted by the PCAOB that are
not properly recoverable through the
annual accounting support fee, and the
Commission believes that the aggregate
proposed 2011 annual accounting
support fees do not exceed the PCAOB’s
aggregate recoverable budget expenses
for 2011. The Commission looks
forward to the PCAOB’s annual
updating of its strategic plan and the
opportunity for the Commission to
review and provide views to the PCAOB
on a draft of the updated plan.
In its role as the oversight body of the
PCAOB, the Commission is aware of the
various uncertainties the PCAOB faces
with respect to budgeting its resources
and the potential impact if actual
experience deviates from budget
assumptions. Further, the Commission
believes that the 2011 budget approved
and submitted by the Board provides
sufficient resources and flexibility for
the PCAOB to continue to fulfill its
mandate and to respond to changes in
the assumptions upon which the budget
is based. Should the PCAOB find the
need to reallocate resources, the PCAOB
should work closely with Commission
staff on whether any reprogramming
efforts result in the need for a
supplemental budget request under the
Commission’s budget rule. In
considering any reallocation that may be
necessary in 2011, the Commission
encourages the Board to identify
expenditures in its 2011 budget where
flexibility exists.
As part of its review of the PCAOB’s
2011 budget, the Commission notes that
there are certain budget-related matters
that should be addressed or more
closely monitored during 2011 related
to: (1) The PCAOB’s inspections
program; (2) its information technology
programs; and (3) the impact of
implementing legislative and other
actions on the PCAOB. Accordingly, the
Commission directs the PCAOB during
the 2011 budget cycle to:
(1) Continue to include in its
quarterly reports to the Commission
information about the PCAOB’s
inspections program. Such information
will include (a) statistics relative to the
numbers and types of firms budgeted
and expected to be inspected in 2011,
including by location and by year the
inspections that are required to be
conducted in accordance with the
Sarbanes-Oxley Act and PCAOB rules,
VerDate Mar<15>2010
22:37 Dec 27, 2010
Jkt 223001
(b) information about the timing of the
issuance of inspections reports for
domestic and non-U.S. inspections, and
(c) updates on the PCAOB’s efforts to
establish cooperative arrangements with
respective non-U.S. authorities for
inspections required in those countries.
(2) Continue to include detailed
information about the state of the
PCAOB’s information technology in its
quarterly reports to the Commission,
including planned, estimated, and
actual costs for information technology
projects. Such information should also
include project plans, life cycle costs
and progress, and provide an indication
of the level and nature of involvement
of consultants.
(3) Consult with the Commission
about the PCAOB’s plans for
implementing changes in response to
legislative actions, advisory committees,
or consultant reports.
The Commission has determined that
the PCAOB’s 2011 budget and annual
accounting support fee are consistent
with Section 109 of the Act.
Accordingly,
It is ordered, pursuant to Section 109
of the Act, that the PCAOB budget and
annual accounting support fee for
calendar year 2011 are approved.
By the Commission.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2010–32650 Filed 12–27–10; 8:45 am]
BILLING CODE 8011–01–P
81685
The subject matter of the Closed
Meeting scheduled for Wednesday,
December 29, 2010 will be:
Institution and settlement of injunctive
actions; institution and settlement of
administrative proceedings; consideration of
amicus participation; and other matters
relating to enforcement proceedings.
At times, changes in Commission
priorities require alterations in the
scheduling of meeting items.
For further information and to
ascertain what, if any, matters have been
added, deleted or postponed, please
contact:
The Office of the Secretary at (202)
551–5400.
Dated: December 22, 2010.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010–32727 Filed 12–23–10; 11:15 am]
BILLING CODE P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–63584; File No. SR–
NYSEArca–2010–88]
Self-Regulatory Organizations; Notice
of Filing and Immediate Effectiveness
of Proposed Rule Change by NYSE
Arca, Inc. Amending Various NYSE
Arca Equities Rules To Harmonize
Them With Financial Industry
Regulatory Authority Rules
December 21, 2010.
SECURITIES AND EXCHANGE
COMMISSION
Sunshine Act Meeting
Notice is hereby given, pursuant to
the provisions of the Government in the
Sunshine Act, Public Law 94–409, that
the Securities and Exchange
Commission will hold a Closed Meeting
on Wednesday, December 29, 2010 at 2
p.m.
Commissioners, Counsel to the
Commissioners, the Secretary to the
Commission, and recording secretaries
will attend the Closed Meeting. Certain
staff members who have an interest in
the matters also may be present.
The General Counsel of the
Commission, or his designee, has
certified that, in his opinion, one or
more of the exemptions set forth in 5
U.S.C. 552b(c)(3), (5), (7), 9(B) and (10)
and 17 CFR 200.402(a)(3), (5), (7), 9(ii)
and (10), permit consideration of the
scheduled matters at the Closed
Meeting.
Commissioner Casey, as duty officer,
voted to consider the items listed for the
Closed Meeting in a closed session.
PO 00000
Frm 00126
Fmt 4703
Sfmt 4703
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 (the
‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that, on December
13, 2010, NYSE Arca, Inc. (the
‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with
the Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I and II below, which Items have
been prepared by the self-regulatory
organization. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend
various NYSE Arca Equities rules in
order to (1) harmonize them with
Financial Industry Regulatory Authority
(‘‘FINRA’’) rules and (2) make certain
administrative changes that include, but
are not limited to, correcting spelling
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
E:\FR\FM\28DEN1.SGM
28DEN1
]]>Agencies
[Federal Register Volume 75, Number 248 (Tuesday, December 28, 2010)]
[Notices]
[Pages 81684-81685]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2010-32650]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Securities Act of 1933, Release No. 33-9168/December 22, 2010;
Securities Exchange Act of 1934; Release No. 34-63596/December 22,
2010]
Order Approving Public Company Accounting Oversight Board Budget
and Annual Accounting Support Fee for Calendar Year 2011
The Sarbanes-Oxley Act of 2002, as amended (the ``Sarbanes-Oxley
Act''), established the Public Company Accounting Oversight Board
(``PCAOB'') to oversee the audits of companies that are subject to the
securities laws, and related matters, in order to protect the interests
of investors and further the public interest in the preparation of
informative, accurate and independent audit reports. The PCAOB is to
accomplish these goals through registration of public accounting firms
and standard setting, inspection, and disciplinary programs. The PCAOB
is subject to the comprehensive oversight of the Securities and
Exchange Commission (the ``Commission'').
Section 109 of the Sarbanes-Oxley Act provides that the PCAOB shall
establish a reasonable annual accounting support fee, as may be
necessary or appropriate to establish and maintain the PCAOB. Under
Section 109(f) of the Sarbanes-Oxley Act, the aggregate annual
accounting support fee shall not exceed the PCAOB's aggregate
``recoverable budget expenses,'' which may include operating, capital
and accrued items. The Commission must approve the PCAOB's annual
budget and accounting support fee.
Section 982 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act (the ``Dodd-Frank Act'') \1\ amended the Sarbanes-Oxley
Act to provide the PCAOB with explicit authority to oversee auditors of
broker-dealers registered with the Commission. In addition, the PCAOB
must allocate the annual accounting support fee among issuers and among
brokers and dealers, beginning in 2011. The 2011 budget approved and
submitted by the Board includes an allocation of the annual accounting
support fee among issuers and brokers and dealers.
---------------------------------------------------------------------------
\1\ Public Law 111-203, 124 Stat. 1376 (2010).
---------------------------------------------------------------------------
Section 109(b) of the Sarbanes-Oxley Act directs the PCAOB to
establish a budget for each fiscal year in accordance with the PCAOB's
internal procedures, subject to approval by the Commission. The
Commission's Rules of Practice related to its Informal and Other
Procedures include a rule that facilitates the Commission's review and
approval of PCAOB budgets and the annual accounting support fee.\2\
This budget rule provides, among other things, a timetable for the
preparation and submission of the PCAOB budget and for Commission
actions related to each budget, a description of the information that
should be included in each budget submission, limits on the PCAOB's
ability to incur expenses and obligations except as provided in the
approved budget, procedures relating to supplemental budget requests,
requirements for the PCAOB to furnish on a quarterly basis certain
budget-related information, and a list of definitions that apply to the
rule and to general discussions of PCAOB budget matters.
---------------------------------------------------------------------------
\2\ 17 CFR 202.190. See Release No. 33-8724 (July 18, 2006) [71
FR 41998 (July 24, 2006)].
---------------------------------------------------------------------------
In accordance with the budget rule, in March 2010 the PCAOB
provided the Commission with a narrative description of its program
issues and outlook for the 2011 budget year. In response, the
Commission provided the PCAOB with economic assumptions and budgetary
guidance for the 2011 budget year. The PCAOB subsequently delivered a
preliminary budget and budget justification to the Commission. Staff
from the Commission's Offices of the Chief Accountant and Executive
Director dedicated a substantial amount of time to the review and
analysis of the PCAOB's programs, projects and budget estimates;
reviewed the PCAOB's estimates of 2010 actual spending; and attended
several meetings with management and staff of the PCAOB to further
develop an understanding of the PCAOB's budget and operations. During
the course of this review, Commission staff relied upon representations
and supporting documentation from the PCAOB. Based on this review, the
Commission issued a ``pass back'' letter
[[Page 81685]]
to the PCAOB. The PCAOB approved its 2011 budget during an open meeting
on November 23, 2010 and submitted that budget for Commission approval
on November 29, 2010.
After considering the above, the Commission did not identify any
proposed disbursements in the 2011 budget adopted by the PCAOB that are
not properly recoverable through the annual accounting support fee, and
the Commission believes that the aggregate proposed 2011 annual
accounting support fees do not exceed the PCAOB's aggregate recoverable
budget expenses for 2011. The Commission looks forward to the PCAOB's
annual updating of its strategic plan and the opportunity for the
Commission to review and provide views to the PCAOB on a draft of the
updated plan.
In its role as the oversight body of the PCAOB, the Commission is
aware of the various uncertainties the PCAOB faces with respect to
budgeting its resources and the potential impact if actual experience
deviates from budget assumptions. Further, the Commission believes that
the 2011 budget approved and submitted by the Board provides sufficient
resources and flexibility for the PCAOB to continue to fulfill its
mandate and to respond to changes in the assumptions upon which the
budget is based. Should the PCAOB find the need to reallocate
resources, the PCAOB should work closely with Commission staff on
whether any reprogramming efforts result in the need for a supplemental
budget request under the Commission's budget rule. In considering any
reallocation that may be necessary in 2011, the Commission encourages
the Board to identify expenditures in its 2011 budget where flexibility
exists.
As part of its review of the PCAOB's 2011 budget, the Commission
notes that there are certain budget-related matters that should be
addressed or more closely monitored during 2011 related to: (1) The
PCAOB's inspections program; (2) its information technology programs;
and (3) the impact of implementing legislative and other actions on the
PCAOB. Accordingly, the Commission directs the PCAOB during the 2011
budget cycle to:
(1) Continue to include in its quarterly reports to the Commission
information about the PCAOB's inspections program. Such information
will include (a) statistics relative to the numbers and types of firms
budgeted and expected to be inspected in 2011, including by location
and by year the inspections that are required to be conducted in
accordance with the Sarbanes-Oxley Act and PCAOB rules, (b) information
about the timing of the issuance of inspections reports for domestic
and non-U.S. inspections, and (c) updates on the PCAOB's efforts to
establish cooperative arrangements with respective non-U.S. authorities
for inspections required in those countries.
(2) Continue to include detailed information about the state of the
PCAOB's information technology in its quarterly reports to the
Commission, including planned, estimated, and actual costs for
information technology projects. Such information should also include
project plans, life cycle costs and progress, and provide an indication
of the level and nature of involvement of consultants.
(3) Consult with the Commission about the PCAOB's plans for
implementing changes in response to legislative actions, advisory
committees, or consultant reports.
The Commission has determined that the PCAOB's 2011 budget and
annual accounting support fee are consistent with Section 109 of the
Act. Accordingly,
It is ordered, pursuant to Section 109 of the Act, that the PCAOB
budget and annual accounting support fee for calendar year 2011 are
approved.
By the Commission.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2010-32650 Filed 12-27-10; 8:45 am]
BILLING CODE 8011-01-P
