Attachment_5_-_Conflict_of_Interest.docx

ATTACHMENT 5

CONFLICTS OF INTEREST

As part of its review, the SEC will consider each Offeror for actual or potential conflicts of interest between the Offeror and the SEC’s regulatory mission. Should actual or potential conflicts impair the prospect of successful work by the Offeror, or acceptance of their work under this contract, the Offeror may not be eligible for award. To that end, Offerors are asked to provide the following information about the business unit of your firm that you propose to work on this contract, the employees proposed to work on the contract, and any subcontractors and their employees you propose to assist in the work:

Note: companies and entities registered with the Public Company Accounting Oversight Board (PCAOB) are excluded from this acquisition.

A. Identify if you are registered with the PCAOB.

B. Identify any pending civil or criminal investigations of which you are aware by any Federal, State or foreign entities. Identify pending civil or criminal investigations by such entities of clients on matters audited or consulted on of which you are aware.

C. Identify any disciplinary, civil or criminal proceedings or actions during the last three years by any Federal, State or foreign entities and the results of those proceedings of which you are aware.

D. Disclose whether any audits that you have performed over the last three years have been revised after issuance, or whether any restatements of your audit results have occurred.

E. Provide a copy of your most recent peer review report and Comment Letter (if any).

F. Identify any actual or potential conflicts of which you are aware that are not addressed or identified in response to paragraphs A through E above.

If any of the information provided in this section you believe is non-public or confidential, each Offeror may request confidential treatment by the Commission pursuant to the procedures set forth at 17 C.F.R § 200.83.