Order Under Section 17A and Section 36 of the Securities Exchange Act of 1934 Granting Exemptions From Specified Provisions of the Exchange Act and Certain Rules Thereunder, 17122-17123 [2020-06292]
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Federal Register / Vol. 85, No. 59 / Thursday, March 26, 2020 / Notices
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change.
Persons submitting comments are
cautioned that we do not redact or edit
personal identifying information from
comment submissions. You should
submit only information that you wish
to make available publicly. All
submissions should refer to File
Number SR–ISE–2020–10, and should
be submitted on or before April 16,
2020.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.22
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–06296 Filed 3–25–20; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–88448/March 20, 2020]
lotter on DSKBCFDHB2PROD with NOTICES
Order Under Section 17A and Section
36 of the Securities Exchange Act of
1934 Granting Exemptions From
Specified Provisions of the Exchange
Act and Certain Rules Thereunder
The Commission understands from
transfer agents and their representatives,
as well as other persons, that COVID–19
may present challenges in timely
meeting certain of their obligations
under the federal securities laws. In
light of this, we are issuing this Order
to address the currently anticipated
needs of transfer agents (and of other
persons with regard to Exchange Act
section 17(f)(2) and Rule 17f–2), that
have been directly or indirectly affected
by COVID–19.
Section 36 of the Exchange Act
authorizes the Commission, by rule,
regulation or order, to exempt, either
conditionally or unconditionally, any
person, security or transaction, or any
class or classes of persons, securities or
transactions, from any provision or
provisions of the Exchange Act or any
22 17
17:20 Mar 25, 2020
I. Time Period for the Relief
The time period for the relief
specified in Section II of this Order is
as follows:
• With respect to those transfer agents
and other persons impacted by COVID–
19, the period from and including
March 16, 2020, to May 30, 2020.
• The Commission may extend the
time period during which this relief
applies, with any additional conditions
the Commission deems appropriate.
II. Compliance With Sections 17A and
17(f) of the Exchange Act
Exchange Act Section 17A and
Section 17(f), as well as the rules
promulgated under Sections 17A and
17(f), contain requirements for
registered transfer agents and other
regulated persons relating to, among
other things, processing securities
transfers, safekeeping of investor and
issuer funds and securities and
maintaining records of investor
ownership. As a result of issues related
to COVID–19, registered transfer agents
and other persons directly affected by
COVID–19 may have difficulty
complying with some or all of their
regulatory obligations. In addition,
registered transfer agents indirectly
affected by COVID–19 may be unable to
conduct business with entities or
security holders who themselves have
been directly or indirectly affected,
1 Section 3(a)(34)(B) of the Exchange Act defines
‘‘appropriate regulatory authority.’’
CFR 200.30–3(a)(12), (59).
VerDate Sep<11>2014
rule or regulation thereunder, to the
extent that such exemption is necessary
or appropriate in the public interest,
and is consistent with the protection of
investors.
Section 17A(c)(1) of the Exchange Act
provides that the appropriate regulatory
agency, by rule or by order, upon its
own motion or upon application, may
conditionally or unconditionally
exempt any person or security or class
of persons or securities from any
provision of Section 17A or any rule or
regulation prescribed under Section
17A, if the appropriate regulatory
agency 1 finds that such exemption is in
the public interest and consistent with
the protection of investors and the
purposes of Section 17A, including the
prompt and accurate clearance and
settlement of securities transactions and
the safeguarding of securities and funds.
Transfer agents and other persons
who are unable to meet a deadline as
extended by this relief, or in need of
additional assistance, should contact the
Division of Trading and Markets at (202)
551–5777 or tradingandmarkets@
sec.gov.
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thereby making it difficult to process
securities transactions and corporate
actions in conformance with Section
17A, Section 17(f) and the rules
thereunder.
While the national clearance and
settlement system continues to operate
well in light of these challenges, the
Commission recognizes that the need to
comply with Section 17A and Section
17(f) of the Exchange Act, as well as the
rules promulgated thereunder, may
present compliance issues for those
affected by COVID–19. Therefore, the
Commission is using its authority under
Section 17A and Section 36 of the
Exchange Act to provide temporary
relief from certain regulatory provisions.
This Order temporarily exempts: (1)
Transfer agents from the requirements of
Sections 17A and 17(f)(1) of the
Exchange Act, as well as Rules 17Ad–
1 through 17Ad–11, 17Ad–13 through
17Ad–20, and 17f–1 thereunder (the
‘‘Transfer Agent Exempted Provisions’’);
and (2) transfer agents and other persons
subject to such requirements, from the
requirements of Section 17(f)(2) of the
Exchange Act and Rule 17f–2
thereunder (the ‘‘Fingerprinting
Exempted Provisions’’) (collectively, the
Transfer Agent Exempted Provisions
and Fingerprinting Exempted Provisions
are the ‘‘Exempted Provisions’’). The
Commission finds the following
exemption to be in the public interest
and consistent with the protection of
investors and the purpose of Section
17A of the Exchange Act, including the
prompt and accurate clearance and
settlement of securities transactions and
the safeguarding of securities and funds.
Accordingly, it is ordered, pursuant to
Sections 17A and 36 of the Exchange
Act, that any registered transfer agent
that is unable to comply with any or all
of the Exempted Provisions, as
applicable, due to COVID–19, as well as
any other person subject to the
Fingerprinting Exempted Provisions, is
hereby temporarily exempted from
complying with such provisions for the
period from and including March 16,
2020 to May 30, 2020 where the
conditions below are satisfied.
Conditions
(a) A registrant or other person relying
on this Order must provide written
notification to the Commission by May
30, 2020 of the following:
(1) The registrant or other person is
relying on this Order;
(2) A description of the specific
Exempted Provisions the registrant or
other person is unable to comply with
and a statement of the reasons why, in
good faith, the registrant or other person
E:\FR\FM\26MRN1.SGM
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Federal Register / Vol. 85, No. 59 / Thursday, March 26, 2020 / Notices
is unable to comply with such
Exempted Provisions; and
(3) If a transfer agent knows or
believes that it has been unable to
maintain the books and records it is
required to maintain pursuant to
Section 17A and the rules thereunder, a
complete and accurate description of
the type of books and records that were
not maintained, the names of the issuers
for whom such books and records were
not maintained, the extent of the failure
to maintain such books and records, and
the steps taken to ameliorate any such
failure to maintain such books and
records.
(b) The Exempted Provisions do not
include, and this order does not provide
relief from, Rule 17Ad–12 under the
Exchange Act. Transfer agents affected
by COVID–19 that have custody or
possession of any security holder or
issuer funds or securities shall continue
to comply with the requirements of Rule
17Ad–12 under the Exchange Act. If a
transfer agent’s operations, facilities, or
systems are significantly affected as a
result of COVID–19 such that the
transfer agent believes its compliance
with Rule 17Ad–12 could be negatively
affected, to the extent possible, all
security holder or issuer funds that
remain in the custody of the transfer
agent should be maintained in a
separate bank account held for the
exclusive benefit of security holders
until such funds are properly processed,
transferred, or remitted.
The notification required under (a)
above shall be emailed to:
tradingandmarkets@sec.gov.
The Commission encourages
registered transfer agents and the issuers
for whom they act to inform affected
security holders whom they should
contact concerning their accounts, their
access to funds or securities, and other
shareholder concerns. If feasible, issuers
and their transfer agents should place a
notice on their websites or provide toll
free numbers to respond to inquiries.
By the Commission.
J. Matthew DeLesDernier,
Assistant Secretary.
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–88459; File No. SR–CBOE–
2020–010]
Self-Regulatory Organizations; Cboe
Exchange, Inc.; Notice of Withdrawal
of Proposed Rule Change To Adopt
Flexible Exchange Options (‘‘FLEX
Options’’) With a Contract Multiplier of
One (‘‘FLEX Micro Options’’)
March 23, 2020.
On February 4, 2020, Cboe Exchange,
Inc. (‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’), pursuant to Section
19(b)(1) of the Securities Exchange Act
of 1934 (‘‘Exchange Act’’) 1 and Rule
19b–4 thereunder,2 a proposed rule
change to adopt flexible exchange
options (‘‘FLEX options’’) with a
contract multiplier of one (‘‘FLEX Micro
Options’’).
The proposed rule change was
published for comment in the Federal
Register on February 24, 2020.3 The
Commission has received no comments
on the proposed rule change. On March
11, 2020, the Exchange withdrew the
proposed rule change (SR–CBOE–2020–
010).
In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
Exchange has prepared summaries, set
forth in sections A, B, and C below, of
the most significant aspects of such
statements.
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–88443; File No. SR–ISE–
2020–12]
Self-Regulatory Organizations; Nasdaq
ISE, LLC; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Amend the Exchanges
Pricing Schedule at Options 7, Section
4, Titled Complex Order Fees and
Rebates
March 20, 2020.
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 88232
(Feb. 18, 2020), 85 FR 10491.
4 17 CFR 200.30–3(a)(12).
1 15 U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
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A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
1 15
Jkt 250001
The Exchange proposes to amend the
Exchange’s Pricing Schedule at Options
7, Section 4, titled ‘‘Complex Order Fees
and Rebates.’’
The Exchange originally filed the
proposed pricing changes on March 2,
2020 (SR–ISE–2020–09). On March 10,
2020, the Exchange withdrew that filing
and submitted this filing.
The text of the proposed rule change
is available on the Exchange’s website at
https://ise.cchwallstreet.com/, at the
principal office of the Exchange, and at
the Commission’s Public Reference
Room.
[FR Doc. 2020–06391 Filed 3–25–20; 8:45 am]
2 17
17:20 Mar 25, 2020
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
[FR Doc. 2020–06292 Filed 3–25–20; 8:45 am]
VerDate Sep<11>2014
notice is hereby given that on March 10,
2020, Nasdaq ISE, LLC (‘‘ISE’’ or
‘‘Exchange’’) filed with the Securities
and Exchange Commission (‘‘SEC’’ or
‘‘Commission’’) the proposed rule
change as described in Items I and II
below, which Items have been prepared
by the Exchange. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.4
J. Matthew DeLesDernier,
Assistant Secretary.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
BILLING CODE 8011–01–P
17123
Sfmt 4703
The Exchange proposes to amend the
Exchange’s Pricing Schedule at Options
7, Section 4, titled ‘‘Complex Order Fees
and Rebates’’ to decrease certain rebate
tiers to attract Priority Customer
Complex Order flow to ISE.
Today, ISE offers a nine tier Priority
Customer Complex Order rebate
structure as follows:
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]]>Agencies
[Federal Register Volume 85, Number 59 (Thursday, March 26, 2020)]
[Notices]
[Pages 17122-17123]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-06292]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-88448/March 20, 2020]
Order Under Section 17A and Section 36 of the Securities Exchange
Act of 1934 Granting Exemptions From Specified Provisions of the
Exchange Act and Certain Rules Thereunder
The Commission understands from transfer agents and their
representatives, as well as other persons, that COVID-19 may present
challenges in timely meeting certain of their obligations under the
federal securities laws. In light of this, we are issuing this Order to
address the currently anticipated needs of transfer agents (and of
other persons with regard to Exchange Act section 17(f)(2) and Rule
17f-2), that have been directly or indirectly affected by COVID-19.
Section 36 of the Exchange Act authorizes the Commission, by rule,
regulation or order, to exempt, either conditionally or
unconditionally, any person, security or transaction, or any class or
classes of persons, securities or transactions, from any provision or
provisions of the Exchange Act or any rule or regulation thereunder, to
the extent that such exemption is necessary or appropriate in the
public interest, and is consistent with the protection of investors.
Section 17A(c)(1) of the Exchange Act provides that the appropriate
regulatory agency, by rule or by order, upon its own motion or upon
application, may conditionally or unconditionally exempt any person or
security or class of persons or securities from any provision of
Section 17A or any rule or regulation prescribed under Section 17A, if
the appropriate regulatory agency \1\ finds that such exemption is in
the public interest and consistent with the protection of investors and
the purposes of Section 17A, including the prompt and accurate
clearance and settlement of securities transactions and the
safeguarding of securities and funds.
---------------------------------------------------------------------------
\1\ Section 3(a)(34)(B) of the Exchange Act defines
``appropriate regulatory authority.''
---------------------------------------------------------------------------
Transfer agents and other persons who are unable to meet a deadline
as extended by this relief, or in need of additional assistance, should
contact the Division of Trading and Markets at (202) 551-5777 or
[email protected].
I. Time Period for the Relief
The time period for the relief specified in Section II of this
Order is as follows:
With respect to those transfer agents and other persons
impacted by COVID-19, the period from and including March 16, 2020, to
May 30, 2020.
The Commission may extend the time period during which
this relief applies, with any additional conditions the Commission
deems appropriate.
II. Compliance With Sections 17A and 17(f) of the Exchange Act
Exchange Act Section 17A and Section 17(f), as well as the rules
promulgated under Sections 17A and 17(f), contain requirements for
registered transfer agents and other regulated persons relating to,
among other things, processing securities transfers, safekeeping of
investor and issuer funds and securities and maintaining records of
investor ownership. As a result of issues related to COVID-19,
registered transfer agents and other persons directly affected by
COVID-19 may have difficulty complying with some or all of their
regulatory obligations. In addition, registered transfer agents
indirectly affected by COVID-19 may be unable to conduct business with
entities or security holders who themselves have been directly or
indirectly affected, thereby making it difficult to process securities
transactions and corporate actions in conformance with Section 17A,
Section 17(f) and the rules thereunder.
While the national clearance and settlement system continues to
operate well in light of these challenges, the Commission recognizes
that the need to comply with Section 17A and Section 17(f) of the
Exchange Act, as well as the rules promulgated thereunder, may present
compliance issues for those affected by COVID-19. Therefore, the
Commission is using its authority under Section 17A and Section 36 of
the Exchange Act to provide temporary relief from certain regulatory
provisions. This Order temporarily exempts: (1) Transfer agents from
the requirements of Sections 17A and 17(f)(1) of the Exchange Act, as
well as Rules 17Ad-1 through 17Ad-11, 17Ad-13 through 17Ad-20, and 17f-
1 thereunder (the ``Transfer Agent Exempted Provisions''); and (2)
transfer agents and other persons subject to such requirements, from
the requirements of Section 17(f)(2) of the Exchange Act and Rule 17f-2
thereunder (the ``Fingerprinting Exempted Provisions'') (collectively,
the Transfer Agent Exempted Provisions and Fingerprinting Exempted
Provisions are the ``Exempted Provisions''). The Commission finds the
following exemption to be in the public interest and consistent with
the protection of investors and the purpose of Section 17A of the
Exchange Act, including the prompt and accurate clearance and
settlement of securities transactions and the safeguarding of
securities and funds.
Accordingly, it is ordered, pursuant to Sections 17A and 36 of the
Exchange Act, that any registered transfer agent that is unable to
comply with any or all of the Exempted Provisions, as applicable, due
to COVID-19, as well as any other person subject to the Fingerprinting
Exempted Provisions, is hereby temporarily exempted from complying with
such provisions for the period from and including March 16, 2020 to May
30, 2020 where the conditions below are satisfied.
Conditions
(a) A registrant or other person relying on this Order must provide
written notification to the Commission by May 30, 2020 of the
following:
(1) The registrant or other person is relying on this Order;
(2) A description of the specific Exempted Provisions the
registrant or other person is unable to comply with and a statement of
the reasons why, in good faith, the registrant or other person
[[Page 17123]]
is unable to comply with such Exempted Provisions; and
(3) If a transfer agent knows or believes that it has been unable
to maintain the books and records it is required to maintain pursuant
to Section 17A and the rules thereunder, a complete and accurate
description of the type of books and records that were not maintained,
the names of the issuers for whom such books and records were not
maintained, the extent of the failure to maintain such books and
records, and the steps taken to ameliorate any such failure to maintain
such books and records.
(b) The Exempted Provisions do not include, and this order does not
provide relief from, Rule 17Ad-12 under the Exchange Act. Transfer
agents affected by COVID-19 that have custody or possession of any
security holder or issuer funds or securities shall continue to comply
with the requirements of Rule 17Ad-12 under the Exchange Act. If a
transfer agent's operations, facilities, or systems are significantly
affected as a result of COVID-19 such that the transfer agent believes
its compliance with Rule 17Ad-12 could be negatively affected, to the
extent possible, all security holder or issuer funds that remain in the
custody of the transfer agent should be maintained in a separate bank
account held for the exclusive benefit of security holders until such
funds are properly processed, transferred, or remitted.
The notification required under (a) above shall be emailed to:
[email protected].
The Commission encourages registered transfer agents and the
issuers for whom they act to inform affected security holders whom they
should contact concerning their accounts, their access to funds or
securities, and other shareholder concerns. If feasible, issuers and
their transfer agents should place a notice on their websites or
provide toll free numbers to respond to inquiries.
By the Commission.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-06292 Filed 3-25-20; 8:45 am]
BILLING CODE 8011-01-P
