Broker-Dealer Notices and Reports

Broker-Dealer Notices to the Office of Broker-Dealer Finances, Division of Trading and Markets

• Broker-dealer notices to the Office of Broker-Dealer Finances should be faxed to 202-772-9273.
   
• General inquiries may be directed to the Office of Interpretation and Guidance at 202-551-5777 or by email to tradingandmarkets@sec.gov. Please include a telephone number that the Division staff can use to contact you.

Broker-Dealer Audit Reports

Broker-dealer audit reports submitted to the Commission's principal office in Washington, D.C. pursuant to Exchange Act Rule 17a-5 should be addressed to:

Securities and Exchange Commission
Registrations Branch
Mail Stop 8031
100 F Street, NE
Washington, DC 20549

Please note that Rule 17a-5(d)(6) also requires the broker-dealer to file the annual audit report at the regional or district office of the Commission for the region or district in which the broker-dealer has its principal place of business and at the principal office of the designated examining authority for the broker-dealer and to provide copies to all self-regulatory organizations of which the broker-dealer is a member.

Facing Page

The “Annual Audited Report, Form X-17A-5, Part III, Facing Page” must be completed and attached to the front of each copy of the audited financial statements.

Required Notarized Oath or Affirmation:

The broker-dealer must complete the “Oath or Affirmation” on the Facing Page or must attach an oath or affirmation that, to the best knowledge and belief of the person making the oath or affirmation:

1. The financial statements and supporting schedules are true and correct; and
    
2. Neither the broker-dealer, nor any partner, officer, or director, as the case may be, has any proprietary interest in any account classified solely as that of a customer.

The oath or affirmation must be notarized. If the broker-dealer is a sole proprietorship, the oath or affirmation must be made by the proprietor; if a partnership, by a general partner; if a corporation, by a duly authorized officer.

Confidentiality

Rule 17a-5(e)(3) provides that the audited financial statements “shall be public, except that, if the Statement of Financial Condition . . . is bound separately from the balance of the annual audited financial statements . . . the balance of the annual audited financial statements shall be deemed confidential, except that they shall be available for official use . . .”

We wish to emphasize that to receive confidential treatment, Rule 17a-5(e)(3) requires that the Statement of Financial Condition be bound separately from the balance of the statements. An “Annual Audited Report, Form X-17A-5, Part III, Facing Page” should be completed and attached to the Statement of Financial Condition. The balance of the annual audited financial statements should be bound separately or placed in a separate package. A Facing Page should be completed and attached to these statements and marked “Confidential Treatment Requested.”

The public and non-public portions of the financial statements must be clearly segregated and appropriately marked. For example, the Statement of Financial Condition should not be marked “Confidential.” Further, if the Statement of Financial Condition is not bound separately or placed in a separate package, then, in accordance with Rule 17a-5(e)(3), none of the statements will be accorded confidential treatment.

Audit Waivers and Extensions

• For the initial audit report, broker-dealers should refer to the letter of December 16, 2005 from Thomas K. McGowan to the New York Stock Exchange, Inc. and NASD Regulation, Inc. at http://www.sec.gov/divisions/marketreg/mr-noaction/nysenasd121605.pdf
   
• In accordance with Rule 17a-5(m), a broker-dealer's designated examining authority may extend the period for filing annual audit reports.
   
• Other questions and requests regarding audit waivers should be addressed to Thomas K. McGowan, Assistant Director, Division of Trading and Markets, and sent by fax to 202-772-9273.

General Inquiries

• For general inquiries to the Division of Trading and Markets, you may call 202-551-5777 (Office of Interpretation and Guidance).
   
• Inquiries may also be made by email to tradingandmarkets@sec.gov. Please include a telephone number that the Division staff can use to contact you. Any notices directed to the Office of Broker-Dealer Finances must be faxed to 202-772-9273.

http://www.sec.gov/divisions/marketreg/bdnotices.htm