5.5 Rule 3-13 Waivers

There may be situations in which registrants wish to seek relief from complying with the various reporting requirements under SEC Regulation S-X. SEC Regulation S-X, Rule 3-13, gives the SEC staff the authority to permit the omission or substitution of certain financial statements otherwise required under Regulation S-X “where consistent with the protection of investors.” While many of the recent amendments to the SEC rules are intended to modernize the requirements and are expected to reduce the number of waivers granted, registrants may still seek modifications to their reporting requirements under Rule 3-1315 since the SEC staff continues to entertain those requests. The SEC staff has also indicated that it is available to discuss potential waiver fact patterns telephonically in advance of a registrant’s submission of a written request.