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before the specified date. The application shall be deemed granted unless the Commission, within ten days after receipt thereof, enters an order denying the application.

(e) Exemptions.—Any “bank," as defined in section 3 (a) (6) of the Act, shall be exempt from the provisions of this rule.

(f) Qualifications of accountants.—The Commission will not recognize any person as a certified public accountant who is not duly registered and in good standing as such under the laws of his place of residence or principal office. The Commission will not recognize any person as a public accountant who is not in good standing and entitled to practice as such under the laws of the place of his residence or principal office.

(9) Accountant's certificate.

(1) Technical requirements.—The accountant's certificate shall be dated, shall be signed manually, and shall identify without detailed enumeration the items of the report covered by the certificate.

(2) Representations as to audit.—The accountants certificate (A) shall contain a reasonably comprehensive statement as to the scope of the audit made, including a statement as to whether the accountant reviewed the procedures followed for safeguarding the securities of customers, and including, if with respect to significant items in the report covered by the certificate any auditing procedures generally recognized as normal have been omitted, a specific designation of such procedures and of the reasons for their omission; (B) shall state whether the audit was made in accordance with generally accepted auditing standards applicable in the circumstances; and (C) shall state whether the audit made omitted any procedure deemed necessary by the accountant under the circumstances of the particular

case.

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(3) Nothing in this rule shall be construed to imply authority for the omission of any procedure which independent accountants would ordinarily employ in the course of an audit made for the purpose of expressing the opinions required by paragraph (h) of this rule.

(h) Accountant's certificate—Opinions to be expressed.—The accountant's certificate shall state clearly the opinion of the accountant with respect to the financial statement covered by the certificate and the accounting principles and practices reflected therein.

(i) Accountants certificate-Exceptions.—Any matters to which the accountant takes exception shall be clearly identified; the exception thereto shall be specifically and clearly stated; and, to the extent practicable, the effect of each such exception on the related item of the report shall be given.

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Rule X-17A-6. Right of a National Securities Exchange to De

stroy or Dispose of Applications, Reports, and Documents

Filed With It Pursuant to Sections 12, 13, 14, and 16. (a) Any application, report or document, or portion thereof, which has been on file with a national securities exchange for more than five years pursuant to sections 12, 13, 14, or 16 of the Act or any rule or regulation promulgated by the Commission pursuant to any of such sections may be destroyed or otherwise disposed of by such exchange pursuant to the terms of a plan for the destruction or disposition of such application, report, or document, if such plan has been filed with the Commission by such exchange and has been declared effective by the Commission.

(6) For the purposes of this rule a plan filed with the Commission by a national securities exchange shall not become effective unless the Commission, having due regard for the public interest and for the protection of investors, declares the plan to be effective. The Commission in its declaration may limit the applications, reports and documents as to which it shall apply, and may impose any other terms and conditions to the plan and to the period of its effectiveness which it deems necessary or appropriate in the public interest or for the protection of investors.

INSPECTION AND PUBLICATION OF INFORMATION

FILED UNDER THE ACT
Rule X-24B-1. Documents To Be Kept Public by Exchanges.

Upon action of the Commission granting an exchange's application for registration or exemption, the exchange shall make available to public inspection at its offices during reasonable office hours a copy of the statement and exhibits filed with the Commission (including any amendments thereto) except those portions thereof to the disclosure of which the exchange shall have filed objection pursuant to Rule X-24B-2 which objection shall not have been overruled by the Commission pursuant to section 24 (b). Rule X-24B-2. Nondisclosure of Information Filed With the

Commission and With an Exchange. Any person filing any application, report, or document under the Act may make written objection to the public disclosure of any information contained therein in accordance with the procedure set forth below:

(a) The person shall omit from the application, report, or document, when it is filed, the portion thereof which it desires to keep undisclosed (hereinafter called the confidential portion). In lieu thereof, it shall indicate at the appropriate place in the application, report, or document that the confidential portion has been so omitted and filed separately with the Commission.

)

(6) The person shall file with the copies of the application, report, or document filed with the Commission

(1) As many copies of the confidential portion, each clearly marked "Confidential,” as there are copies of the application, report, or document filed with the Commission and with each exchange. Each copy shall contain the complete text of the item and, notwithstanding that the confidential portion does not constitute the whole of the answer, the entire answer thereto; except that in case the confidential portion is part of a financial statement or schedule, only the particular financial statement or schedule need be included. All copies of the confidential portion shall be in the same form as the remainder of the application, report, or document.

(2) An application making objection to the disclosure of the confidential portion. Such application shall be on a sheet

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119

or sheets separate from the confidential portion, and shall rontain: 1 ) An indentification of the portion of the application, report, or anzument which has been omitted; (ii) a statement of the grounds of objection; (ii) either a consent that The Commission shall determine the qpestion of public disclosure mon the basis of the application and without a hearing, or a request for a hearing on the question of public disclosure, if That is desired: (22) the name of each exchange with which the

umplication, report, or document is filed. T'he copies of the confidential portion and the application filed in rurunue with this paragraph (0) shall be enclosed in a separate AL ve marked - UNIDENTAL" and addressed to The Chairman, Saurities and Exchange Commission. Washington 25, D. C.

(*) Panding the determination by the Commission as to the objecTorn fijnd in ancordance with paragraph (b), the confidential porDLWde Epi undisciosed.

a If the Commission determines that the objection shall be sus

d. 2 Dozon to that effect will be made at the appropriate place in the app Heaton, Tepor. or document.

1+) Prior to azy determination overruling the objection, if a hearing stall have been requested in accordance with paragraph (b), at Jean 10 dars' notice of ihe time and place of such hearing will be given by registered mail to the person or his agent for service. Failure of any person making an application pursuant to paragraph (6) to request a bearing, to appear at such hearing, or to offer evidence at the hearing in support of his application, shall be deemed a consent by such person to the submission of his objection for determination by the Commission. In any case in which a hearing has been held, the Commission need consider only such grounds of objection as shall have been supported by evidence adduced at the hearing and the failure at the hearing to adduce evidence in support of any ground of objection may be deemed by the Commission a waiver thereof.

(f) If after such hearing the Commission determines that the objection shall be sustained, a notation to that effect will be made at the appropriate place in the application, report, or document.

(g) If such hearing either (ë) shall not have been requested, or (ii) if requested, shall have been held, and the Commission shall have determined t1

the confidential portion is in the public interest, a f

iation to that effect will be entered and notice of

ermination will be sent by registered mail to

for rvice.

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(h) If such finding and determination are made with respect to the confidential portion of an application, report, or document filed pursuant to section 12 or 13 of the Act, the registration of the securities with respect to which the application, report, or document was filed may be withdrawn at any time within fifteen days of the dispatch of notice by registered mail of such finding and determination. Such withdrawal shall be effected as follows:

(1) The issuer shall file with the Commission a written notification of withdrawal.

(2) Upon receipt of such notification, the Commission will send confirmed telegraphic notice thereof to each exchange on which the securities are registered.

(3) The registration shall continue in effect until, and shall terminate on, the close of business of the tenth day after the dispatch of such telegraphic notice to the exchange by the Commission.

(4) All applications, reports, or documents filed in connection with the registration shall be retained by the Commission and the exchange on which filed, and shall be plainly marked: "Registration withdrawn as of.---

(date of termination of registration)” except that all copies of the confidential portion will be returned to the issuer.

(i) The confidential portion shall be made available to the public at the time and according to the conditions specified below:

(1) Upon the lapse of fifteen days after the dispatch of notice by registered mail of the finding and determination of the Commission described in paragraph (g), if prior to the lapse of such fifteen days the person shall not have filed a written statement that he intends in good faith to seek judicial review of the finding and determination;

(2) Upon the lapse of sixty days after the dispatch of notice by registered mail of the finding and determination of the Commission, if the statement described in subparagraph (1) immediately above shall have been filed and if a petition for review shall not have been filed within such sixty days; or

(3) If such petition for review shall have been filed within such sixty days, upon final disposition, adverse to the person, of the judicial proceedings.

(j) If the confidential portion is made available to the public, one copy thereof shall be attached to each copy of the application, report, or document filed with the Commission and with each exchange.

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