Form 1 - Application for Registration

 GENERAL INSTRUCTIONS

  1. The definitions in the Board's rules apply to this form. Italicized terms in the instructions to this form are defined in the Board's rules. See Rule 1001.
  2. Any public accounting firm applying to the Board for registration pursuant to Section 102 of the Act must file this form with the Board. See Rule 2101.
  3. In addition to these instructions, the rules contained in Section 2 of the Board's rules govern applications for registration. Please read these rules and the instructions carefully before completing this form.
  4. Unless otherwise directed by the Board, applicants must submit this form, and all exhibits to the form, to the Board electronically by completing the Web-based version of Form 1. Form 1 is available on the Board's Web site at: http://www.pcaobus.org/Registration/index.aspx. [As of Feb. 4, 2010, the correct link is https://rasr.pcaobus.org] See Rule 2101.
  5. This form must be accompanied by a registration fee in accordance with Section 102(f) of the Act. The amount of the required fee is available at http://www.pcaobus.org/Registration/index.aspx. [As of Feb. 4, 2010, the correct link is http://pcaobus.org/Registration/Information/Documents/Registration_Application_Fees.pdf] An application for registration will not be deemed received by the Board until the registration fee has been paid. See Rule 2102.
  6. An applicant may request confidential treatment of any portion of its application for registration that has not otherwise been publicly disclosed and that either contains information reasonably identified by the applicant as proprietary information or that is protected from public disclosure by applicable laws related to confidentiality of proprietary, personal, or other information. An applicant that requests confidential treatment must identify the portion of the application that it desires to keep confidential, and include, as Exhibit 99.1 to the application for registration, a representation that, to the applicant's knowledge, the information for which confidential treatment is requested has not otherwise been publicly disclosed, and a detailed explanation of the grounds on which the information is considered proprietary or a detailed explanation of the basis for asserting that the information is protected by law from public disclosure and a copy of the specific provision of law that the applicant claims protects the information from public disclosure. If the Firm fails to include Exhibit 99.1, or includes an Exhibit 99.1 that fails to comply with Rule 2300(c)(2), the request for confidential treatment may be denied solely on the basis of that failure. The Board will normally grant confidential treatment requests for information concerning non-public disciplinary proceedings. The Board will determine whether or not to grant other confidential treatment requests on a case-by-case basis. See Rule 2300(c).
  7. If an applicant is prohibited by the law(s) of a non-U.S. jurisdiction from submitting to the Board information requested by all or a part of an Item to this form, the applicant shall so indicate by making a notation under the relevant item number of the form and furnishing, as Exhibit 99.2 to the application for registration, the following information: (i) a copy of the relevant portion of the conflicting non-U.S. law, (ii) a legal opinion that submitting the information would cause the applicant to violate the conflicting non-U.S. law; and (iii) an explanation of the applicant's efforts to seek consents or waivers to eliminate the conflict, if the withheld information could be provided to the Board with a consent or waiver, and a representation that the applicant was unable to obtain such consents or waivers to eliminate the conflict.
  8. Where this form requires disclosure of a sum of money, such amount must be stated in U.S. dollars and rounded to the nearest thousand.  If such amount was received or paid in a currency other than U.S. dollars, the amount must be converted to U.S. dollars.
  9. Where this form requires non-historical (i.e., current) information, applicants may submit the information as of a date not earlier than 90 days prior to submission of the application. Such information will be deemed current for purposes of this form.
  10. Information submitted as part of this form, including any exhibit to this form, must be in the English language.

PART I   –      IDENTITY OF THE APPLICANT

Item 1.1        Name of Applicant

State the legal name of the applicant; if different, also state the name or names under which the applicant (or any predecessor for which the applicant is the successor in interest with respect to the entity's liabilities) issues audit reports, or has issued any audit report during the five years prior to the date of this application.

Item 1.2        Applicant Contact Information

State the physical address (and, if different, mailing address) of the applicant's headquarters office. State the telephone number and facsimile number of the applicant's headquarters office. If available, state the Website address of the applicant.

Item 1.3        Primary Contact and Signatories

State the name, title, physical business address (and, if different, business mailing address), telephone number, fax number, and e-mail address of a partner or authorized officer of the applicant who will serve as the applicant's primary contact with the Board regarding this application. Provide the same information for every person whose signature appears in Part VIII or Part IX of this form, if any of those persons are different from the primary contact.

Item 1.4        Applicant's Form of Organization

State the applicant's legal form (e.g., proprietorship, partnership, limited liability partnership) and the jurisdiction (e.g., the state of the United States or comparable non-U.S. jurisdiction) under the law of which the applicant is organized or exists.

Item 1.5        Applicant's Offices

If the applicant has more than one office, furnish, as Exhibit 1.5, the physical address (and, if different, mailing address) of each of the applicant's offices. 

Item 1.6        Associated Entities of Applicant

State the name and physical address (and, if different, mailing address) of all associated entities of the applicant that engage in the practice of public accounting or preparing or issuing audit reports, or comparable reports prepared for clients that are not issuers. Do not include any person listed in Item 7.1.

Item 1.7        Applicant's Licenses

List every license or certification number issued to the applicant authorizing it to engage in the business of auditing or accounting.   For each such license or certification number, furnish the name of the issuing state, agency, board, or other authority.

PART II   –     LISTING OF APPLICANT'S PUBLIC COMPANY AUDIT CLIENTS AND RELATED FEES

Item 2.1        Issuers for Which Applicant Prepared Audit Reports During the Preceding Calendar Year

List the names of all issuers for which the applicant prepared or issued any audit report dated during the calendar year preceding the calendar year in which this application is filed. In addition to the issuer's name, this list must include, with respect to each issuer

a.       The issuer's business address (as shown on its most recent filing with the Commission), and CIK number.

b.       The date of the audit report.

c.       The total amount of fees billed for audit services for the issuer's fiscal year for which the audit report was issued. 

d.       The total amount of fees billed for other accounting services for the issuer's fiscal year for which the audit report was issued.

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

Note: Only fees billed by the principal auditor (i.e., the public accounting firm that issued the audit report) need be disclosed in response to this Item. To the extent not previously disclosed or known by the applicant, estimated amounts may be used in responding to this Item. For investment company issuers, the fees disclosed in response to paragraphs (c) – (e) of this Item should include all fees for services rendered to the issuer, to the issuer's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and to any entity controlling, controlled by, or under common control with, the adviser that provides ongoing services to the issuer.

Item 2.2        Issuers for Which Applicant Prepared Audit Reports During the Current Calendar Year

List the names of all issuers for which the applicant prepared or issued any audit report dated during the current calendar year. (Do not include audit reports the applicant expects to prepare or issue during this calendar year, but that have not yet been issued. These are called for in Item 2.3 below.)    In addition to the issuer's name, include, with respect to each issuer

a.       The issuer's business address (as shown on its most recent filing with the Commission), and CIK number. 

b.       The date of the audit report.

c.       The total amount of fees billed for audit services for the issuer's fiscal year for which the audit report was issued.

d.       The total amount of fees billed for other accounting services for the issuer's fiscal year for which the audit report was issued.

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

Note: Only fees billed by the principal auditor (i.e., the public accounting firm that issued the audit report) need be disclosed in response to this Item. To the extent not previously disclosed or known by the applicant, estimated amounts may be used in responding to this Item. For investment company issuers, the fees disclosed in response to paragraphs (c) – (e) of this Item should include all fees for services rendered to the issuer, to the issuer's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and to any entity controlling, controlled by, or under common control with, the adviser that provides ongoing services to the issuer.

Item 2.3        Issuers for Which Applicant Expects to Prepare Audit Reports During the Current Calendar Year

List the names of all issuers for which the applicant expects to prepare or issue any audit report dated during the calendar year in which this application is filed. In addition to the issuer's name, include, with respect to each issuer, the issuer's business address (as shown on its most recent filing with the Commission).

Note: An applicant may presume that it is expected to prepare or issue an audit report for an issuer (i) if it has been engaged to do so, or (ii) if it issued an audit report during the preceding calendar year for an issuer, absent an indication from the issuer that it no longer intends to engage the applicant.

Item 2.4        Issuers for Which Applicant Played, or Expects to Play, a Substantial Role in Audit

For applicants that did not prepare or issue an audit report dated during the preceding or current calendar year, and that do not expect to prepare or issue an audit report dated during the current calendar year, list the names of all issuers for which the applicant played, or expects to play, a substantial role in the preparation or furnishing of an audit report dated during the preceding or current calendar year. In addition to the issuer's name, this list must include, with respect to each issuer

a.       The issuer's business address (as shown on its most recent filing with the Commission), a CIK number.

b.       The name of the public accounting firm that issued, or is expected to issue, the audit report.

c.       The date of the audit report, if it has been issued.

d.       The type of substantial role played by the applicant with respect to the audit report

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

PART III –     LISTING OF APPLICANT'S BROKER OR DEALER AUDIT CLIENTS AND RELATED FEES

Item 3.1        Brokers and Dealers for Which Applicant Prepared Audit Reports During the Preceding Calendar Year

List the names of all brokers and dealers for which the applicant prepared or issued any audit report dated during the calendar year preceding the calendar year in which this application is filed. In addition to the broker's or dealer's name, this list must include, with respect to each broker or dealer

a.       The broker's or dealer's business address, and the broker's or dealer's CRD number, and CIK number, if any.

b.       The date of the audit report.

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

d.       The total amount of fees billed for other accounting services for the broker's or dealer's fiscal year for which the audit report was issued.

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

Note: Only fees billed by the principal auditor (i.e., the public accounting firm that issued the audit report) need be disclosed in response to this Item. To the extent not previously disclosed or known by the applicant, estimated amounts may be used in responding to this Item.

Item 3.2     Brokers and Dealers for Which Applicant Prepared Audit Reports During the Current Calendar Year

List the names of all brokers or dealers for which the applicant prepared or issued any audit report dated during the current calendar year. (Do not include audit reports the applicant expects to prepare or issue during this calendar year, but that have not yet been issued. These are called for in Item 3.3 below.) In addition to the broker's or dealer's name, include, with respect to each broker or dealer

a.       The broker's or dealer's business address, and the broker's or dealer's CRD number, and CIK number, if any.

b.       The date of the audit report.

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

d.       The total amount of fees billed for other accounting services for the broker's or dealer's fiscal year for which the audit report was issued.

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

Note: Only fees billed by the principal auditor (i.e., the public accounting firm that issued the audit report) need be disclosed in response to this Item. To the extent not previously disclosed or known by the applicant, estimated amounts may be used in responding to this Item.

Item 3.3        Brokers and Dealers for Which Applicant Expects to Prepare Audit Reports During the Current Calendar Year

List the names of all brokers and dealers for which the applicant expects to prepare or issue any audit report dated during the calendar year in which this application is filed. In addition to the broker's or dealer's name, include, with respect to each broker or dealer, the broker's or dealer's business address, and the broker's or dealer's CRD number, and CIK number, if any.

Note: An applicant may conclude that it is expected to prepare or issue an audit report for a broker or dealer (i) if it has been engaged to do so, or (ii) if it issued an audit report during the preceding calendar year for a broker or dealer, absent an indication from the broker or dealer that it no longer intends to engage the applicant.

Item 3.4     Brokers and Dealers for Which Applicant Played, or Expects to Play, a Substantial Role in Audit

For applicants that did not prepare or issue an audit report dated during the preceding or current calendar year, and that do not expect to prepare or issue an audit report dated during the current calendar year, list the names of all brokers and dealers for which the applicant played, or expects to play, a substantial role in the preparation or furnishing of an audit report dated during the preceding or current calendar year. In addition to the broker's or dealer's name, this list must include, with respect to each broker or dealer

a.       The broker's or dealer's business address, and the broker's or dealer's CRD number, and CIK number, if any.

b.       The name of the public accounting firm that issued, or is expected to issue, the audit report.

c.       The date of the audit report, if it has been issued.

d.       The type of substantial role played by the applicant with respect to the audit report.

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

PART IV –     STATEMENT OF APPLICANT'S QUALITY CONTROL POLICIES

Item 4.1        Applicant's Quality Control Policies

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

PART V –      LISTING OF CERTAIN PROCEEDINGS INVOLVING THE APPLICANT

Item 5.1        Certain Criminal, Civil and Administrative Proceedings

a.       Indicate whether or not the applicant or any associated person of the applicant is a defendant or respondent –

1.       in any pending criminal proceeding, or was a defendant in any such proceeding in which a judgment was rendered against the applicant or such person, whether by plea or after trial, during the previous five years;

2.       in any pending civil or alternative dispute resolution proceeding initiated by a governmental entity (including a non-U.S. jurisdiction) arising out of the applicant's or such person's conduct in connection with an audit report, or a comparable report prepared for a client that is not an issuer, broker, or dealer or was a defendant or respondent in any such proceeding in which a judgment or award was rendered against the applicant or such person, whether by consent or otherwise, during the previous five years;

3.       in any pending administrative or disciplinary proceeding arising out of the applicant's or such person's conduct in connection with an audit report, or a comparable report prepared for a client that is not an issuer, broker, or dealer or was a respondent in any such proceeding in which a finding of violation was rendered, or a sanction entered, against the applicant or such person, whether by consent or otherwise, during the previous five years. Administrative or disciplinary proceedings include those of the Commission; the Board; any other federal, state, or non-U.S. agency, board, or administrative or licensing authority; and any professional association or body. Investigations that have not resulted in the commencement of a proceeding need not be included; 

Note:  Foreign public accounting firm applicants need only disclose such proceedings for the applicant and any proprietor, partner, principal, shareholder, officer, or manager of the applicant who provided at least ten hours of audit services for any issuer, broker, or dealer during the last calendar year.

b.       In the event of an affirmative response to Item 5.1.a, furnish the following information with respect to each such proceeding:

1.       The name, filing date, and case or docket number of the proceeding.

2.       The name and address of the court, tribunal, or body in which such proceeding was filed.

3.       The names of all defendants or respondents in such proceeding who are also the applicant, any person listed in Part VII, or any person associated with the applicant at the time that the events in question occurred.

4.       The name of the issuer, broker, or dealer or other client that was the subject of the audit report or comparable report.   

5.       With respect to each person named in Item 5.1.b.3, the statutes, rules, or other requirements such person was found to have violated (or, in the case of a pending proceeding, is charged with having violated).

6.       With respect to each person named in Item 5.1.b.3, the outcome of the proceeding, including any sentence or sanction imposed. (If no judgment or award has yet been rendered, enter the word "pending.")

c.       Indicate whether or not any employee, partner, shareholder, principal, member, or owner of the applicant, or any person or entity with which the applicant has a contractual or other arrangement to receive consulting or other professional services, is currently subject to a Board disciplinary sanction suspending or barring the person from being an associated person of a registered public accounting firm.

d.       Indicate whether or not the applicant or any employee, partner, shareholder, principal, member, or owner of the applicant, or any person or entity with which the applicant has a contractual or other arrangement to receive consulting or other professional services, is currently subject to a (1) Commission order suspending or denying the privilege of appearing or practicing before the Commission, or (2) court-ordered injunction prohibiting appearance or practice before the Commission.

e.       In the event of an affirmative response to Item 5.1.c or Item 5.1.d, furnish the following with respect to each such person:

1.       The name of the person (including the applicant) subject to the order or sanction.

2.       If other than the applicant, a description of the person's job title and duties performed for the applicant.

3.       The date of the relevant order and an indication whether it was a Board order, a Commission order, or a court order.

4.       If a court order, the name of the court and the name and case or docket number of the proceeding.

Item 5.2       Pending Private Civil Actions

a.       Indicate whether or not the applicant or any associated person of the applicant is a defendant or respondent in any pending civil proceeding or alternative dispute resolution proceeding initiated by a non-governmental entity involving conduct in connection with an audit report, or a comparable report prepared for a client that is not an issuer, broker, or dealer.

b.       In the event of an affirmative response to Item 5.2.a, furnish the following information with respect to each such proceeding:

1.       The name, filing date, and case or docket number of the proceeding.

2.       The name and address of the court, tribunal or body in which such proceeding was filed.

3.       The names of all defendants or respondents in such proceeding who are also the applicant, any person listed in Part VII, or any person associated with the applicant at the time that the events in question occurred.

4.       The name of the issuer, broker, or dealer or other client that was the subject of the audit report or comparable report.

5.       With respect to each person named in Item 5.2.b.3, the statutes, rules, or other requirements such person is alleged to have violated.

Note: Foreign public accounting firm applicants need only disclose such proceedings for the applicant and any proprietor, partner, principal, shareholder, officer, or manager of the applicant who provided at least ten hours of audit services for any issuer, broker, or dealer during the last calendar year.        

Item 5.3        Applicant's Discretionary Statement Regarding Proceedings Involving the Applicant's Audit Practice

With respect to any case or proceeding listed in response to Items 5.1 or 5.2, the applicant may, at its discretion, furnish, as Exhibit 5.3, a statement or statements describing the proceeding and the reasons that, in the applicant's view, such proceeding should not be a basis for the denial of its application for registration.

PART VI –     LISTING OF FILINGS DISCLOSING ACCOUNTING DISAGREEMENTS WITH PUBLIC COMPANY AUDIT CLIENTS AND ISSUES WITH BROKER OR DEALER AUDIT CLIENTS

Item 6.1        Existence of Disagreements With Issuers

a.       Indicate whether or not the applicant has been the former accountant with respect to any disclosure of a disagreement with an issuer made by such issuer during the current or preceding calendar year in a filing with the Commission pursuant to Item 304(a)(1)(iv) of Regulation S-K, 17 C.F.R. 229.304(a)(1)(iv).

b.       Indicate whether or not the applicant has been the former accountant with respect to any filing made by an issuer during the current or preceding calendar year with the Commission containing a letter submitted by the applicant to the Commission pursuant to Item 304(a)(3) of Regulation S-K, 17 C.F.R. 229.304(a)(3), in which the applicant stated that it disagreed with a statement of the issuer in response to Item 304(a).

Item 6.2        Listing of Disagreements With Issuers

In the event of an affirmative response to Items 6.1.a or 6.1.b, furnish the following information with respect to each such filing:

a.       The name of the issuer.

b.       The name and date of the filing containing the disclosure of the disagreement or the applicant's letter.

Item 6.3        Copies of Filings

Furnish, as Exhibit 6.3, a copy of every filing described in Item 6.2.

Item 6.4        Existence of Issues With Brokers or Dealers

Indicate whether or not the applicant has been the former accountant with respect to a notice of any issues relating to any matter of accounting principles or practices, financial statement disclosure, auditing scope or procedure, or compliance with applicable rules of the Commission made by a broker or dealer during the current or preceding calendar year in a filing with the Commission pursuant to Rule 17a-5(f)(3)(v)(B), 17 C.F.R. § 240.17a-5(f)(3)(v)(B).

Item 6.5        Listing of Issues With Brokers or Dealers

In the event of an affirmative response to Item 6.4, furnish the following information with respect to each such filing:

a.       The name of the broker or dealer, and the broker's or dealer's CRD number, and CIK number, if any.

b.       The name and date of the filing containing the notice.

Item 6.6        Copies of Filings

Furnish, as Exhibit 6.6, a copy of every filing described in Item 6.5.

PART VII –    ROSTER OF ASSOCIATED ACCOUNTANTS

Item 7.1        Listing of Accountants Associated with Applicants

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

Note: For purposes of this Item, applicants that are not foreign public accounting firms must list all accountants who are persons associated with the applicant and who provided at least ten hours of audit services for any issuer, broker, or dealer during the last calendar year. Applicants that are foreign public accounting firms must list all accountants who are a proprietor, partner, principal, shareholder, officer, or manager of the applicant and who provided at least ten hours of audit services for any issuer, broker, or dealer during the last calendar year.

Item 7.2        Number of Firm Personnel

State the –

a.       Total number of accountants employed by the applicant.

b.       Total number of certified public accountants, or accountants with comparable licenses from non-U.S. jurisdictions, employed by the applicant.

c.       Total number of personnel employed by the applicant.

PART VIII – CONSENTS OF APPLICANT

Item 8.1        Consent to Cooperate with the Board and Statement of Acceptance of Registration Condition

Furnish, as Exhibit 8.1, a statement, signed on behalf of the applicant by an authorized partner or officer of the applicant in accordance with Rule 2104, in the following form –

a.       [Name of applicant] consents to cooperate in and comply with any request for testimony or the production of documents made by the Public Company Accounting Oversight Board in furtherance of its authority and responsibilities under the Sarbanes-Oxley Act of 2002.

b.       [Name of applicant] agrees to secure and enforce similar consents from each of its associated persons as a condition of their continued employment by or other association with the firm.

c.       [Name of applicant] understands and agrees that cooperation and compliance, as described in the firm's consent in paragraph (a), and the securing and enforcement of such consents from its associated persons in accordance with paragraph (b), shall be a condition to the continuing effectiveness of the registration of the firm with the Public Company Accounting Oversight Board.

Note 1: Other than the insertion of the name of the applicant in paragraphs (a), (b), and (c) of this Item, Exhibit 8.1 must be in the exact words contained in this instruction. The consents required by paragraph (b) of this Item must be in the exact words of Note 2 below and must be secured by the applicant not later than 45 days after submitting this application or, for persons who become associated persons of the firm subsequent to the submission of this application, at the time of the person's association with the firm. Consents required by paragraph (b) of this Item are not required to be furnished as an exhibit to this form.
Note 2: Other than the insertion of the name of the associated person, the consents required by paragraph (b) of this Item must state: [Name of associated person] consents to cooperate in and comply with any request for testimony or the production of documents made by the Public Company Accounting Oversight Board in furtherance of its authority and responsibilities under the Sarbanes-Oxley Act of 2002. [Name of associated person] understands and agrees that this consent is a condition of their continued employment by or other association with [name of applicant].
Note 3: For applicants that are foreign public accounting firms, the term "associated persons" as used in this Item means all accountants who are a proprietor, partner, principal, shareholder, officer, or manager of the applicant and who provided at least ten hours of audit services for any issuer, broker, or dealer during the last calendar year.

PART IX – SIGNATURE OF APPLICANT

Item 9.1        Signature of Partner or Authorized Officer

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

PART X – EXHIBITS

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

Exhibit 1.5      Listing of Offices

Exhibit 4.1      Statement of Quality Control Policies

Exhibit 5.3      Discretionary Statements Regarding Proceedings Involving Audit Practice

Exhibit 6.3      Securities and Exchange Commission Filings Disclosing Accounting Disagreements With Public Company Audit Clients

Exhibit 6.6      Securities and Exchange Commission Filings Disclosing Issues With Brokers or Dealers

Exhibit 8.1      Consent of Applicant for Registration

Exhibit 99.1    Request for Confidential Treatment

Exhibit 99.2    Evidence of Conflicting Non-U.S. Law

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

[Effective pursuant to SEC Release No. 34-48180, File No. PCAOB-2003-03 (July 16, 2003)]