Federal Register / Vol. 80, No. 27 / Tuesday, February 10, 2015 / Notices 7511 

1 15 U.S.C. 7201 et seq. 

2Public Law 111–203, 124 Stat. 1376 (2010). 

3 17 CFR 202.190. 

relying on section 3(c)(1) or 3(c)(7) of 

the Act in excess of the limits contained 

in section 12(d)(1)(A) of the Act, except 

to the extent permitted by exemptive 

relief from the Commission permitting 

the Fund to purchase shares of other 

investment companies for short-term 

cash management purposes. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–02660 Filed 2–9–15; 8:45 am] 

BILLING CODE 8011–01–P 

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 Thursday, February 12, 2015 at 2:00 

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 her designee, has 

certified that, in her 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 matter at the Closed Meeting. 

Commissioner Gallagher, as duty 

officer, voted to consider the items 

listed for the Closed Meeting in closed 

session. 

The subject matter of the Closed 

Meeting will be: 

Institution and settlement of injunctive 

actions; 

Institution and settlement of 

administrative proceedings; 

Opinion; 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: February 5, 2015. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–02797 Filed 2–6–15; 11:15 am] 

BILLING CODE 8011–01–P 

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 Investor Advisory 

Committee will hold a meeting on 

Thursday, February 12, 2015, in MultiPurpose Room LL–006 at the 

Commission’s headquarters, 100 F 

Street NE., Washington, DC. The 

meeting will begin at 10:00 a.m. (ET) 

and will be open to the public. Seating 

will be on a first-come, first-served 

basis. Doors will open at 9:30 a.m. 

Visitors will be subject to security 

checks. The meeting will be Webcast on 

the Commission’s Web site at 

www.sec.gov. 

On January 21, 2015, the Commission 

issued notice of the Committee meeting 

(Release No. 33–9707), indicating that 

the meeting is open to the public 

(except during portions of the meeting 

reserved for meetings of the 

Committee’s subcommittees), and 

inviting the public to submit written 

comments to the Committee. This 

Sunshine Act notice is being issued 

because a quorum of the Commission 

may attend the meeting. 

The agenda for the meeting includes: 

Remarks from Commissioners; a 

recommendation of the Market 

Structure subcommittee on shortening 

the trade settlement cycle; a discussion 

of proxy access; an update on the rule 

proposal of the Financial Industry 

Regulatory Authority (‘‘FINRA’’) 

regarding implementation of the 

Comprehensive Automated Risk Data 

System; an update on Municipal 

Securities Rulemaking Board and 

FINRA proposals for improved 

disclosures for same-day, retail-size 

principal transactions in fixed income 

securities; and nonpublic subcommittee 

meetings. 

For further information, please 

contact the Office of the Secretary at 

(202) 551–5400. 

Dated: February 5, 2015. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–02795 Filed 2–6–15; 11:15 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Securities Act of 1933, Release No. 

9721/February 4, 2015; Securities 

Exchange Act of 1934, Release No. 

74203/February 4, 2015; Order 

Approving Public Company 

Accounting Oversight Board Budget 

and Annual Accounting Support Fee 

for Calendar Year 2015 

The Sarbanes-Oxley Act of 2002, as 

amended (the ‘‘Sarbanes-Oxley Act’’),1

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 PCAOB’s annual budget and 

accounting support fee are subject to 

approval by the Commission. 

Section 982 of the Dodd-Frank Wall 

Street Reform and Consumer Protection 

Act (the ‘‘Dodd-Frank Act’’) 2 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. 

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. 

Rule 190 of Regulation P facilitates the 

Commission’s review and approval of 

PCAOB budgets and annual accounting 

support fees.3 This budget rule 

provides, among other things, a 

timetable for the preparation and 


rljohnson on DSK3VPTVN1PROD with NOTICES
7512 Federal Register / Vol. 80, No. 27 / Tuesday, February 10, 2015 / Notices 

4See ‘‘OMB Report to the Congress on the Joint 

Committee Reductions for Fiscal Year 2015’’, 

Appendix page 17 of 17 at: http://

www.whitehouse.gov/sites/default/files/omb/assets/

legislative_reports/sequestration_order_report_

march2014.pdf 

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 2014 the PCAOB provided the 

Commission with a narrative 

description of its program issues and 

outlook for the 2015 budget year. In 

response, the Commission provided the 

PCAOB with economic assumptions and 

budgetary guidance for the 2015 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 Financial 

Management 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 2014 actual 

spending; and attended several meetings 

with management and staff of the 

PCAOB to further develop its 

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 to the PCAOB. On 

November 25, 2014, the PCAOB 

approved its 2015 budget during an 

open meeting, and subsequently 

submitted that budget to the 

Commission for approval. 

After considering the above, the 

Commission did not identify any 

proposed disbursements in the 2015 

budget adopted by the PCAOB that are 

not properly recoverable through the 

annual accounting support fee, and the 

Commission believes that the aggregate 

proposed 2015 annual accounting 

support fee does not exceed the 

PCAOB’s aggregate recoverable budget 

expenses for 2015. The Commission also 

acknowledges the PCAOB’s updated 

strategic plan and encourages the 

PCAOB to continue keeping the 

Commission and its staff apprised of 

developments throughout the PCAOB’s 

implementation of its near-term priority 

projects. The Commission looks forward 

to providing views to the PCAOB as 

future updates are made to the plan. 

The Commission is aware that some 

of the projects on the PCAOB’s standard 

setting agenda to update auditing and 

quality control standards have been 

slow to advance. The Commission also 

understands that the Board intends to 

undertake a review of performance and 

management of the standard setting 

agenda. The Commission directs the 

PCAOB during 2015 to provide timely 

updates to the Commission’s staff on the 

Board’s evaluation of all aspects of its 

standard setting process including 

performance and management of the 

process and the potential actions being 

considered by the Board for process 

improvements. The Commission also 

directs the PCAOB, upon its finalization 

of a process improvement plan for the 

standard setting agenda, to include in its 

quarterly reports to the Commission 

updates on the Board’s assessment of 

the improvements in the performance 

and management of the standard setting 

agenda. 

Similarly, as part of its review of the 

2015 budget, the Commission notes that 

the Center for Economic Analysis 

(‘‘Center’’), established in 2014, requires 

continued Board oversight to align its 

activities with the PCAOB’s mission. 

The Commission directs the PCAOB 

during 2015 to provide timely updates 

to the Commission’s staff on the 

activities of the Center, including with 

respect to defining its role and aligning 

its activities with the Board’s mission. 

The Commission also directs the 

PCAOB to include in its quarterly 

reports to the Commission, updates on 

the Board’s assessment of the 

performance of the Center. 

The Commission understands that in 

recent years the PCAOB has taken 

significant and productive steps to 

improve its information technology 

(‘‘IT’’) program. These steps include IT 

staffing changes, implementing stronger 

IT governance structures, and 

strengthening Board oversight of its IT 

program. Based upon updates provided 

by the PCAOB, the Commission also 

understands that these efforts are 

ongoing; and directs the Board to 

continue to provide in its quarterly 

reports to the Commission detailed 

information about the state of the 

PCAOB’s IT program, including 

planned, estimated, and actual costs for 

IT projects, and the level of involvement 

of consultants. These reports also 

should continue to include: (a) A 

discussion of the Board’s assessment of 

the progress and implementation of the 

Board actions mentioned above; and (b) 

the quarterly IT report that is prepared 

by PCAOB staff and submitted to the 

Board. 

The Commission also directs the 

PCAOB during 2015 to continue to 

include in its quarterly reports to the 

Commission information about the 

PCAOB’s inspections program. Such 

information is to include: (a) Statistics 

relative to the numbers and types of 

firms budgeted and expected to be 

inspected in 2015, including by location 

and by year the inspections 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. 

The Commission understands that the 

Office of Management and Budget 

(‘‘OMB’’) has determined the 2015 

budget of the PCAOB to be sequestrable 

under the Budget Control Act of 2011.4

Unless legislation occurs that avoids 

sequestration, we expect the PCAOB 

will have approximately $1 million in 

excess funds available from the 2014 

sequestration for spending in 2015. As 

such, the PCAOB has reduced its 

accounting support fee for 2015 by 

approximately $1 million. 

The Commission has determined that 

the PCAOB’s 2015 budget and annual 

accounting support fee are consistent 

with Section 109 of the Sarbanes-Oxley 

Act. Accordingly, 

It is ordered, pursuant to Section 109 

of the Sarbanes-Oxley Act, that the 

PCAOB budget and annual accounting 

support fee for calendar year 2015 are 

approved. 

By the Commission. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–02637 Filed 2–9–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74201; File No. SR–BOX– 

2015–08] 

Self-Regulatory Organizations; BOX 

Options Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

a Proposed Rule Change Relating to 

the Options Regulatory Fee 

February 4, 2015. 

Pursuant to Section 19(b)(1) under the 

Securities Exchange Act of 1934 (the 


rljohnson on DSK3VPTVN1PROD with NOTICES