On Friday, January 19, 2018, the Securities and Exchange Commission (“SEC”) announced that “should there be a federal government shutdown after January 19, the SEC will remain open for a limited number of days, fully staffed and focused on the agency’s mission.” We understand that all of the SEC’s operations, including filing reviews, no-action and interpretive requests and acceleration requests, will continue as normal during this period as a result of remaining appropriations or other sources of funding. Using carryover funds from appropriations, the SEC has been able to stay open during prior federal government shutdowns, including as recently as the shutdown in 2013.

A shutdown of the federal government began just after midnight on January 20 after a failure to pass a funding bill for government operations and agencies. The SEC has not stated how long it will be able to remain operational during this federal government shutdown, and market participants have asked what would happen if there were a total SEC shutdown following expenditure of appropriations.

These questions and answers, prepared in coordination with the undersigned law firms, reflect our current understanding of the impact of an SEC shutdown. The questions and answers include information so far made public by the SEC, in particular the SEC’s December 4, 2017, Operations Plan Under a Lapse in Appropriations and Government Shutdown, available at https://www.sec.gov/files/sec-operations-plan-gov%20shutdown-to-omb-12042017.pdf (SEC Shutdown Plan).