Public Company Accounting Oversight Board; Order Approving Proposed Board Funding 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, 52997-52998 [2011-21599]
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wreier-aviles on DSKGBLS3C1PROD with NOTICES
Federal Register / Vol. 76, No. 164 / Wednesday, August 24, 2011 / Notices
establish an inspection program by
rule.6 Section 104(a)(2) of the SarbanesOxley Act provides that, in establishing
such a program:
• The Board may allow for
differentiation among classes of brokers
and dealers;
• The Board shall consider whether
differing inspection schedules would be
appropriate with respect to auditors that
issue audit reports only for brokers or
dealers that do not receive, handle, or
hold customer securities or cash or are
not members of the Securities Investor
Protection Corporation; and
• If the Board exempts any public
accounting firm from such an inspection
program, the auditor would not be
required to register with the Board.
The Board has filed a proposed rule
change to establish a temporary rule for
an interim program of inspection that
would allow the Board to begin
inspections of relevant audits and
auditors and provide a source of
information to help guide decisions
about the scope and elements of a
permanent program. The Board
explained that it intended to take a
careful and informed approach in
establishing a permanent program that
appropriately protects the public
interest and the interests of investors,
including consideration of potential
costs and regulatory burdens that would
be imposed on different categories of
registered public accounting firms and
classes of brokers and dealers.7 The
Board also explained that it did not
intend to make the necessary judgments
without first gathering and assessing
relevant information, but that it did not
intend to postpone all use of its new
inspection authority until after those
judgments were made.8
The temporary rule provides that the
Board will publish a report on the
interim program no less frequently than
every twelve months, beginning twelve
months after the date the rule takes
effect and continuing until rules for a
permanent program take effect. Each
report will describe the progress of the
interim program and any significant
observations that either may bear on the
Board’s consideration of a permanent
program or the publication of which
may otherwise be appropriate to protect
the interests of investors or to further
the public interest.
III. Discussion of Comments
The Commission received one
comment letter on the proposed rule
change.9 The commenter, a small
registered accounting firm that performs
audits of broker-dealers but not issuers,
expressed strong support for the
inclusive scope of the temporary rule
and also for the establishment of a
permanent program of inspection that
would include all auditors of brokerdealers.10 The commenter supported a
program that would not differentiate
among types of brokers and dealers or
exempt certain public accounting firms,
noting their view that any such
limitations would not be ‘‘fully
protecting the public interest and
interest of investors.’’ 11
Sarbanes-Oxley Act of 2002 (the
‘‘Sarbanes-Oxley Act’’) and Section
19(b)(1) 2 of the Securities Exchange Act
of 1934 (the ‘‘Exchange Act’’), a
proposed rule change (PCAOB–2011–
02) relating to the funding of the Board’s
operations (PCAOB Rules 7100 through
7106) and proposed amendments to
certain definitions that would appear in
PCAOB Rule 1001. The proposed rule
change was published for comment in
the Federal Register on July 12, 2011.3
The Commission received no comment
letters on the proposed rule change.
This order approves the proposed rule
change.
IV. Conclusion
After careful review of the proposed
rule change, the Commission finds that
the proposed rule change is consistent
with the requirements of the SarbanesOxley Act and the securities laws and
is necessary or appropriate in the public
interest or for the protection of
investors.
It is therefore ordered, pursuant to
Section 107 of the Sarbanes-Oxley Act
and Section 19(b)(2) of the Exchange
Act, that the proposed rule change (File
No. PCAOB–2011–01) be and hereby
isapproved.
II. Discussion
Section 109 4 of the Sarbanes-Oxley
Act, as originally enacted, provided that
funds to cover the Board’s annual
budget (less registration and annual fees
paid by public accounting firms 5)
would be collected from issuers 6 based
on each issuer’s relative average,
monthly equity market capitalization.7
The amount due from issuers was
referred to as the Board’s ‘‘accounting
support fee.’’
Section 982 of the Dodd-Frank Wall
Street Reform and Consumer Protection
Act (the ‘‘Dodd-Frank Act’’) 8 amended
the Sarbanes-Oxley Act to grant the
Board explicit oversight authority with
respect to audits of brokers and dealers
registered with the Commission.9 To
provide funds for the Board’s oversight
of those audits, the Dodd-Frank Act
amended Section 109 of the SarbanesOxley Act to require that the Board
allocate a portion of the accounting
For the Commission, by the Office of the
Chief Accountant, pursuant to delegated
authority.12
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011–21600 Filed 8–23–11; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–65162; File No. PCAOB–
2011–02]
Public Company Accounting Oversight
Board; Order Approving Proposed
Board Funding 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
August 18, 2011.
I. Introduction
On June 21, 2011, the Public
Company Accounting Oversight Board
(the ‘‘Board’’ or the ‘‘PCAOB’’) filed
with the Securities and Exchange
Commission (the ‘‘Commission’’),
pursuant to Section 107(b) 1 of the
9 See
6 Section
104(a)(2)(A) of the Sarbanes-Oxley Act.
7 See PCAOB Release No. 2011–01 (Jun. 14, 2011),
at 3.
8 See id.
VerDate Mar<15>2010
15:40 Aug 23, 2011
Jkt 223001
52997
letter from Farkouh Furman & Faccio LLP.
id.
10 See
11 Id.
12 17
1 15
PO 00000
CFR 200.30–11(b)(2).
U.S.C. 7217(b).
Frm 00068
Fmt 4703
Sfmt 4703
2 15
U.S.C. 78s(b)(1).
No. 34–64816 (Jul. 6, 2011) [76 FR
40950 (Jul. 12, 2011)].
4 15 U.S.C. 7219.
5 Section 102(f) of the Sarbanes-Oxley Act (15
U.S.C. 7212(f)) states that the PCAOB shall assess
and collect a registration fee and an annual fee from
each registered public accounting firm, in amounts
that are sufficient to cover the costs of processing
and reviewing registration applications and annual
reports.
6 Section 2(a)(7) of the Sarbanes-Oxley Act (15
U.S.C. 7201(a)(7)) and PCAOB rules define ‘‘issuer’’
to mean an issuer (as defined in Section 3 of the
Exchange Act (15 U.S.C. 78c)), the securities of
which are registered under Section 12 of the
Exchange Act (15 U.S.C. 78l), or that is required to
file reports under Section 15(d) of the Exchange Act
(15 U.S.C. 78o(d)), or that files or has filed a
registration statement that has not yet become
effective under the Securities Act of 1933 (15 U.S.C.
77a et seq., and that it has not withdrawn. See
PCAOB Rule 1001(i)(iii).
7 Section 109(g) of the Sarbanes-Oxley Act.
8 Public Law 111–203, 124 Stat. 1376 (Jul. 21,
2010).
9 For information regarding the audit of brokers’
and dealers’ financial statements and examination
of reports regarding compliance with Commission
requirements, see generally Rule 17a–5 under the
Exchange Act (17 CFR 240.17a–5) and related SEC
rules and forms.
3 Release
E:\FR\FM\24AUN1.SGM
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52998
Federal Register / Vol. 76, No. 164 / Wednesday, August 24, 2011 / Notices
support fee among brokers and dealers,
or classes of brokers and dealers, based
on their relative ‘‘net capital (before or
after any adjustments).’’ 10
As amended by the Dodd-Frank Act,
Section 109 of the Sarbanes-Oxley Act
requires that the rules of the Board
provide for the equitable allocation,
assessment, and collection by the Board
of the accounting support fee among
issuers, brokers, and dealers, and allow
‘‘for differentiation among classes of
issuers, brokers, and dealers, as
appropriate.’’ 11 This section further
provides that ‘‘[t]he amount due from a
broker or dealer shall be in proportion
to the net capital of the broker or dealer
(before or after any adjustments),
compared to the total net capital of all
brokers and dealers (before or after any
adjustments), in accordance with rules
issued by the Board.’’ 12
Accordingly, the Board has filed a
proposed rule change to its funding
rules to allocate a portion of the
accounting support fee among brokers
and dealers,13 to establish classes of
brokers and dealers for funding
purposes, to describe the methods for
allocating the appropriate portion of the
accounting support fee to each broker
and dealer within each class, and to
address the collection of the assessed
share of the broker-dealer accounting
support fee from brokers and dealers.
In addition, the proposed rule change
includes amendments to the Board’s
funding rules with respect to the
allocation, assessment, and collection of
the accounting support fee among
issuers. Among other things, the
proposed rule change:
• Revises the basis for calculating an
issuer’s market capitalization to include
the market capitalization of all classes of
the issuer’s voting and non-voting
common equity;
wreier-aviles on DSKGBLS3C1PROD with NOTICES
10 Sections
109(d)(2) and 109(h) of the SarbanesOxley Act, which state, in part, that amounts due
from brokers and dealers ‘‘shall be in proportion to
the net capital of the broker or dealer (before or after
any adjustments).’’
11 Section 109(d)(2) of the Sarbanes-Oxley Act.
Pursuant to Section 109(e) of the Sarbanes-Oxley
Act, the Financial Accounting Standards Board
(‘‘FASB’’) accounting support fee is to be allocated
among issuers. Brokers and dealers therefore will
not be allocated a portion of the FASB annual
accounting support fee.
12 Section 109(h)(3) of the Sarbanes-Oxley Act.
13 The PCAOB is amending its rules to add
definitions of ‘‘broker’’ and ‘‘dealer’’ consistent
with the definitions that the Dodd-Frank Act added
to Section 110 of the Sarbanes-Oxley Act. These
definitions incorporate the definition of ‘‘broker’’ in
Section 3(a)(4) of the Exchange Act and ‘‘dealer’’ in
Section 3(a)(5) of the Exchange Act, but only
include those brokers or dealers that are required
to file a balance sheet, income statement, or other
financial statement certified by a registered public
accounting firm. See Sections 110(3) and (4) of the
Sarbanes-Oxley Act.
VerDate Mar<15>2010
15:40 Aug 23, 2011
Jkt 223001
• Increases the average, monthly
market capitalization thresholds in the
funding rules for classes of equity
issuers and investment companies; and
• Includes technical amendments to
the Board’s funding rules.
Pursuant to Section 109(d)(3) of the
Sarbanes-Oxley Act, the PCAOB is
required to begin the allocation,
assessment, and collection of the
accounting support fee from brokers and
dealers to fund the first full fiscal year
beginning after the date of the
enactment of the Dodd-Frank Act,
which is the Board’s 2011 fiscal year.
Accordingly, the Board has indicated
that the amendments to its funding rules
are effective for the allocation,
assessment, and collection of the 2011
broker-dealer accounting support fee for
brokers and dealers and the 2012 issuer
accounting support fee for issuers.
III. Conclusion
After careful review of the proposed
rule change, the Commission finds that
the proposed rule change is consistent
with the requirements of the SarbanesOxley Act and the securities laws and
is necessary or appropriate in the public
interest or for the protection of
investors.
It is therefore ordered, pursuant to
Section 107 of the Sarbanes-Oxley Act
and Section 19(b)(2) of the Exchange
Act, that the proposed rule change (File
No. PCAOB–2011–02) be and hereby is
approved.
For the Commission, by the Office of the
Chief Accountant, pursuant to delegated
authority.14
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011–21599 Filed 8–23–11; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–65160; File No. SR–
NYSEArca–2011–54]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing of Proposed
Rule Change by NYSE Arca, Inc.
Relating to Listing and Trading of the
WisdomTree Dreyfus Australia & New
Zealand Debt Fund Under NYSE Arca
Equities Rule 8.600
August 18, 2011.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’) 1 and Rule 19b–4 thereunder,2
notice is hereby given that, on August
14 17
CFR 200.30–11(b)(2).
U.S.C.78s(b)(1).
2 17 CFR 240.19b–4.
1 15
PO 00000
Frm 00069
Fmt 4703
Sfmt 4703
3, 2011, 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 list and
trade the shares of the following fund of
the WisdomTree Trust (the ‘‘Trust’’)
under NYSE Arca Equities Rule 8.600
(‘‘Managed Fund Shares’’): WisdomTree
Dreyfus Australia & New Zealand Debt
Fund. The shares of the Fund are
collectively referred to herein as the
‘‘Shares.’’ The text of the proposed rule
change is available at the Exchange, the
Commission’s Public Reference Room,
and https://www.nyse.com.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization included
statements concerning the purpose of,
and basis for, the proposed rule change
and discussed any comments it received
on the proposed rule change. The text
of those statements may be examined at
the places specified in Item IV below.
The Exchange has prepared summaries,
set forth in sections A, B, and C below,
of the most significant parts of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to list and
trade the Shares of the WisdomTree
Dreyfus Australia & New Zealand Debt
Fund (‘‘Fund’’) under NYSE Arca
Equities Rule 8.600, which governs the
listing and trading of Managed Fund
Shares on the Exchange.3 The Shares
3 The Commission approved NYSE Arca Equities
Rule 8.600 and the listing and trading of certain
funds of the PowerShares Actively Managed Funds
Trust on the Exchange pursuant to Rule 8.600 in
Securities Exchange Act Release No. 57619 (April
4, 2008) 73 FR 19544 (April 10, 2008) (SR–
NYSEArca–2008–25). The Commission also has
approved listing and trading on the Exchange of a
number of actively managed funds under Rule
8.600. See, e.g., Securities Exchange Act Release
Nos. 57801 (May 8, 2008), 73 FR 27878 (May 14,
2008) (SR–NYSEArca–2008–31) (order approving
Exchange listing and trading of twelve actively-
E:\FR\FM\24AUN1.SGM
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]]>Agencies
[Federal Register Volume 76, Number 164 (Wednesday, August 24, 2011)]
[Notices]
[Pages 52997-52998]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-21599]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-65162; File No. PCAOB-2011-02]
Public Company Accounting Oversight Board; Order Approving
Proposed Board Funding 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
August 18, 2011.
I. Introduction
On June 21, 2011, the Public Company Accounting Oversight Board
(the ``Board'' or the ``PCAOB'') filed with the Securities and Exchange
Commission (the ``Commission''), pursuant to Section 107(b) \1\ of the
Sarbanes-Oxley Act of 2002 (the ``Sarbanes-Oxley Act'') and Section
19(b)(1) \2\ of the Securities Exchange Act of 1934 (the ``Exchange
Act''), a proposed rule change (PCAOB-2011-02) relating to the funding
of the Board's operations (PCAOB Rules 7100 through 7106) and proposed
amendments to certain definitions that would appear in PCAOB Rule 1001.
The proposed rule change was published for comment in the Federal
Register on July 12, 2011.\3\ The Commission received no comment
letters on the proposed rule change. This order approves the proposed
rule change.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 7217(b).
\2\ 15 U.S.C. 78s(b)(1).
\3\ Release No. 34-64816 (Jul. 6, 2011) [76 FR 40950 (Jul. 12,
2011)].
---------------------------------------------------------------------------
II. Discussion
Section 109 \4\ of the Sarbanes-Oxley Act, as originally enacted,
provided that funds to cover the Board's annual budget (less
registration and annual fees paid by public accounting firms \5\) would
be collected from issuers \6\ based on each issuer's relative average,
monthly equity market capitalization.\7\ The amount due from issuers
was referred to as the Board's ``accounting support fee.''
---------------------------------------------------------------------------
\4\ 15 U.S.C. 7219.
\5\ Section 102(f) of the Sarbanes-Oxley Act (15 U.S.C. 7212(f))
states that the PCAOB shall assess and collect a registration fee
and an annual fee from each registered public accounting firm, in
amounts that are sufficient to cover the costs of processing and
reviewing registration applications and annual reports.
\6\ Section 2(a)(7) of the Sarbanes-Oxley Act (15 U.S.C.
7201(a)(7)) and PCAOB rules define ``issuer'' to mean an issuer (as
defined in Section 3 of the Exchange Act (15 U.S.C. 78c)), the
securities of which are registered under Section 12 of the Exchange
Act (15 U.S.C. 78l), or that is required to file reports under
Section 15(d) of the Exchange Act (15 U.S.C. 78o(d)), or that files
or has filed a registration statement that has not yet become
effective under the Securities Act of 1933 (15 U.S.C. 77a et seq.,
and that it has not withdrawn. See PCAOB Rule 1001(i)(iii).
\7\ Section 109(g) of the Sarbanes-Oxley Act.
---------------------------------------------------------------------------
Section 982 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act (the ``Dodd-Frank Act'') \8\ amended the Sarbanes-Oxley
Act to grant the Board explicit oversight authority with respect to
audits of brokers and dealers registered with the Commission.\9\ To
provide funds for the Board's oversight of those audits, the Dodd-Frank
Act amended Section 109 of the Sarbanes-Oxley Act to require that the
Board allocate a portion of the accounting
[[Page 52998]]
support fee among brokers and dealers, or classes of brokers and
dealers, based on their relative ``net capital (before or after any
adjustments).'' \10\
---------------------------------------------------------------------------
\8\ Public Law 111-203, 124 Stat. 1376 (Jul. 21, 2010).
\9\ For information regarding the audit of brokers' and dealers'
financial statements and examination of reports regarding compliance
with Commission requirements, see generally Rule 17a-5 under the
Exchange Act (17 CFR 240.17a-5) and related SEC rules and forms.
\10\ Sections 109(d)(2) and 109(h) of the Sarbanes-Oxley Act,
which state, in part, that amounts due from brokers and dealers
``shall be in proportion to the net capital of the broker or dealer
(before or after any adjustments).''
---------------------------------------------------------------------------
As amended by the Dodd-Frank Act, Section 109 of the Sarbanes-Oxley
Act requires that the rules of the Board provide for the equitable
allocation, assessment, and collection by the Board of the accounting
support fee among issuers, brokers, and dealers, and allow ``for
differentiation among classes of issuers, brokers, and dealers, as
appropriate.'' \11\ This section further provides that ``[t]he amount
due from a broker or dealer shall be in proportion to the net capital
of the broker or dealer (before or after any adjustments), compared to
the total net capital of all brokers and dealers (before or after any
adjustments), in accordance with rules issued by the Board.'' \12\
---------------------------------------------------------------------------
\11\ Section 109(d)(2) of the Sarbanes-Oxley Act. Pursuant to
Section 109(e) of the Sarbanes-Oxley Act, the Financial Accounting
Standards Board (``FASB'') accounting support fee is to be allocated
among issuers. Brokers and dealers therefore will not be allocated a
portion of the FASB annual accounting support fee.
\12\ Section 109(h)(3) of the Sarbanes-Oxley Act.
---------------------------------------------------------------------------
Accordingly, the Board has filed a proposed rule change to its
funding rules to allocate a portion of the accounting support fee among
brokers and dealers,\13\ to establish classes of brokers and dealers
for funding purposes, to describe the methods for allocating the
appropriate portion of the accounting support fee to each broker and
dealer within each class, and to address the collection of the assessed
share of the broker-dealer accounting support fee from brokers and
dealers.
---------------------------------------------------------------------------
\13\ The PCAOB is amending its rules to add definitions of
``broker'' and ``dealer'' consistent with the definitions that the
Dodd-Frank Act added to Section 110 of the Sarbanes-Oxley Act. These
definitions incorporate the definition of ``broker'' in Section
3(a)(4) of the Exchange Act and ``dealer'' in Section 3(a)(5) of the
Exchange Act, but only include those brokers or dealers that are
required to file a balance sheet, income statement, or other
financial statement certified by a registered public accounting
firm. See Sections 110(3) and (4) of the Sarbanes-Oxley Act.
---------------------------------------------------------------------------
In addition, the proposed rule change includes amendments to the
Board's funding rules with respect to the allocation, assessment, and
collection of the accounting support fee among issuers. Among other
things, the proposed rule change:
Revises the basis for calculating an issuer's market
capitalization to include the market capitalization of all classes of
the issuer's voting and non-voting common equity;
Increases the average, monthly market capitalization
thresholds in the funding rules for classes of equity issuers and
investment companies; and
Includes technical amendments to the Board's funding
rules.
Pursuant to Section 109(d)(3) of the Sarbanes-Oxley Act, the PCAOB
is required to begin the allocation, assessment, and collection of the
accounting support fee from brokers and dealers to fund the first full
fiscal year beginning after the date of the enactment of the Dodd-Frank
Act, which is the Board's 2011 fiscal year. Accordingly, the Board has
indicated that the amendments to its funding rules are effective for
the allocation, assessment, and collection of the 2011 broker-dealer
accounting support fee for brokers and dealers and the 2012 issuer
accounting support fee for issuers.
III. Conclusion
After careful review of the proposed rule change, the Commission
finds that the proposed rule change is consistent with the requirements
of the Sarbanes-Oxley Act and the securities laws and is necessary or
appropriate in the public interest or for the protection of investors.
It is therefore ordered, pursuant to Section 107 of the Sarbanes-
Oxley Act and Section 19(b)(2) of the Exchange Act, that the proposed
rule change (File No. PCAOB-2011-02) be and hereby is approved.
For the Commission, by the Office of the Chief Accountant,
pursuant to delegated authority.\14\
---------------------------------------------------------------------------
\14\ 17 CFR 200.30-11(b)(2).
---------------------------------------------------------------------------
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-21599 Filed 8-23-11; 8:45 am]
BILLING CODE 8011-01-P
