Rule 10A-1 under the Securities Exchange Act of 1934

Page 1 of3

Electronic Code of Federal Regulations:

HoniEL~age ~ Exec_ujiVßElr.inch ~ CQdeof Federal Regulations ~ Electronic Cope ofFEldeialHeguMiQl1S

allons.

Ei~atf'Q .

e-CFR Data is current as of June 19, 2008
t. Return to search results

Title 17: Commodity and Securities Exchanges
PART 240-GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 1934
Subpart A-Rules and Regulations Under the Securities Exchange Act of 1934
Reports Under Section 10A
Browse Next

§ 240.10A-1 Notice to the Commission Pursuant to Section 10A of the Act.
(a)(1) If any issuer with a reporting obligation under the Act receives a report requiring a notice to the

the Act, 15 U.S.C. 78j-1(b)(3), the issuer shall

Commission in accordance with section 10A(b)(3) of

submit such notice to the Commission's Offce of the Chief Accountant within the time period prescribed
in that section. The notice may be provided by facsimile, telegraph, personal delivery, or any other
means, provided it is received by the Offce of the Chief Accountant within the required time period.
(2) The notice specified in paragraph (a)(1) of

this section shall be in writing and:

identify the issuer (including the issuer's name, address, phone number, and file number
assigned to the issuer's filings by the Commission) and the independent accountant (including the
independent accountant's name and phone number, and the address of the
independent accountant's
(i) Shall

principal offce);
(ii) Shall state the date that the issuer received from the independent accountant the report specified in
section 1 OA(b)(2) of the Act, 15 U.S.C. 78j-1 (b)(2);
(iii) Shall provide, at the election of the issuer, either:

(A) A summary of the independent accountant's report, including a description of the act that the
independent accountant has identified as a likely illegal act and the possible effect of that act on all
affected financial statements of the issuer or those related to the most current three-year period,

whichever is shorter; or
(B) A copy of the independent accountant's report; and

(iv) May provide additional information regarding the issuer's views of and response to the independent
accountant's report.

(3) Reports of the independent accountant submitted by the issuer to the Commission's Offce of the
Chief Accountant in accordance with paragraph (a)(2)(iii)(B) of this section shall be deemed to have
been made pursuant to section 1 OA(b)(3) or section 1 OA(b)(4) of the Act, 15 U.S.C. 78j-1 (b )(3) or 78j-1
the safe harbor provided by section 10A(c) of
the Act, 15 U.S.C. 78j-1(c).
(b)(4), for purposes of

http://ecfr.gpoaccess.gov/cgi/t/text/text -idx?c=ecfr&sid=d7 ee2464e3 925b 7170b2aeb92a2afae7 &rgn=div8... 6/23/2008

Page 2 of3

Electronic Code of Federal Regulations:

(4) Submission of the notice in paragraphs (a)(1) and (a)(2) of this section shall not relieve the issuer
from its obligations to comply fully with all other reporting requirements, including, without limitation:
(i) The filing requirements of Form 8-K, §249.308 of

this chapter, and Form N-SAR, §274.101 of

this

chapter, regarding a change in the issuer's certifying accountant and

(iI) The disclosure requirements of Item 304 of Regulation S-K, §229.304 of this chapter.
(b)(1) Any independent acCountant furnishing to the Commission a copy of a report (or the
documentation of any oral report) in accordance with section 1 OA(b)(3) or section 1 OA(b)(4) of the Act,

15 U.S.C. 78j-1(b)(3) or 78j-1(b)(4), shall submit that report (or documentation) to the Commission's
Offce of the Chief Accountant within the time period prescribed by the appropriate section of the Act.
The report (or documentation) may be submitted to the Commission's Offce of the Chief Accountant by

facsimile, telegraph, personal delivery, or any other means, provided it is received by the Offce of the
Chief Accountant within the time period set forth in section 10A(b)(3) or 10A(b)(4) of
the Act, 15 U.S.C.
78j-1(b)(3) or 78j-(b)(4), whichever is applicable in the circumstances.
(2) If the report (or documentation) submitted to the Offce of the Chief Accountant in accordance with
paragraph (b)(1) of this section does not clearly identify both the issuer (including the issuer's name,
address, phone number, and fie number assigned to the issuer's filings with the Commission) and the
independent accountant (including the independent accountant's name and phone number, and the
address of the independent accountant's principal offce), then the independent accountant shall place
that information in a prominent attachment to the report (or documentation) and shall submit that
attachment to the Offce of the Chief Accountant at the same time and in the same manner as the report

(or documentation) is submitted to that Offce.
(3) Submission of the report (or documentation) by the independent accountant as described in
paragraphs (b)( 1) and (b )(2) of this section shall not replace, or otherwise satisfy the need for, the newly
engaged and former accountants' letters under Items 304(a)(2)(D) and 304(a)(3) of Regulation S-K,
§§229.304(a)(2)(D) and 229.304(a)(3) of this chapter, respectively, and shall not limit, reduce, or affect
in any way the independent accountant's obligations to comply fully with all other legal and professional
responsibilities, including, without limitation, those under generally accepted auditing standards and the
rules or interpretations of the Commission that modify or supplement those auditing standards.

the Chief Accountant in accordance with paragraphs (a)
this section shall be deemed to be an investigative record and shall be non-public and exempt
from disclosure pursuant to the Freedom of Information Act to the same extent and for the same periods
of time that the Commission's investigative records are non-public and exempt from disclosure under,
among other applicable provisions, 5 U.S.C. 552(b)(7) and §200.80(b )(7) of this chapter. Nothing in this
paragraph, however, shall relieve, limit, delay, or affect in any way, the obligation of any issuer or any
independent accountant to make all public disclosures required by law, by any Commission disclosure
item, rule, report, or form, or by any applicable accounting, auditing, or professional standard.
(c) A notice or report submitted to the Offce of

and (b) of

Instruction to Paragraph (c)

Issuers and independent accountants may apply for additional bases for confidential treatment for a
notice, report, or part thereof, in accordance with §200.83 of this chapter. That section indicates, in part,
that any person who, pursuant to any requirement of law, submits any information or causes or permits
any information to be submitted to the Commission, may request that the Commission afford it
confidential treatment by reason of personal privacy or business confidentiality, or for any other reason
permitted by Federal
law.
(62 FR 12749, Mar. 18, 1997, as amended at 73 FR 973, Jan. 4, 2008)
BJQ~se Ne)(t

For questions or comments regarding e-CFR editorial content, features, or design, email ecfr(§nara.gov.
For questions concerning e-CFR programming and delivery issues, email webteam(§gpo,gov.

http:// ecfr. gpoaccess. gOY 1 cgiltltext/text - idx? c=ecfr&sid=d 7 ee2464e3 925b 717 Ob2aeb92a2afae 7 &rgn=div8... 6/23/2008

Electronic Code of

Federal Regulations:

Page 3 of3

Section SOS i Accessibility

http:// ecfr.gpoaccess. gOY 1 cgi/t/text/text - idx? c=ecfr&sid=d 7 ee2464e3 925b 717 Ob2aeb92a2afae7 &rgn=div8... 6/23/2008