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]

Download as PDF 17122 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. Jkt 250001 PO 00000 Frm 00082 Fmt 4703 Sfmt 4703 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 26MRN1 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. lotter on DSKBCFDHB2PROD with NOTICES PO 00000 Frm 00083 Fmt 4703 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 http://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: E:\FR\FM\26MRN1.SGM 26MRN1

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