Order Under Section 17A and Section 36 of the Securities Exchange Act of 1934 Extending Temporary Exemptions From Specified Provisions of the Exchange Act and Certain Rules Thereunder, 33234-33235 [2020-11718]

Download as PDF 33234 Federal Register / Vol. 85, No. 105 / Monday, June 1, 2020 / Notices levels at a particular venue to be excessive, or rebate opportunities available at other venues to be more favorable. In such an environment, the Exchange must continually adjust its fees to remain competitive with other options exchanges. Because competitors are free to modify their own fees in response, and because market participants may readily adjust their order routing practices, the Exchange believes that the degree to which fee changes in this market may impose any burden on competition is extremely limited. Moreover, as noted above, price competition between exchanges is fierce, with liquidity and market share moving freely between exchanges in reaction to fee and rebate changes. In sum, if the changes proposed herein are unattractive to market participants, it is likely that the Exchange will lose market share as a result. Accordingly, the Exchange does not believe that the proposed changes will impair the ability of members or competing order execution venues to maintain their competitive standing in the financial markets. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were either solicited or received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change has become effective pursuant to Section 19(b)(3)(A)(ii) of the Act 25 and Rule 19b–4(f)(2) 26 thereunder. At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is: (i) Necessary or appropriate in the public interest; (ii) for the protection of investors; or (iii) otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule should be approved or disapproved. jbell on DSKJLSW7X2PROD with NOTICES IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: SECURITIES AND EXCHANGE COMMISSION Electronic comments [Release No. 34–88960/May 27, 2020] • Use the Commission’s internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– ISE–2020–20 on the subject line. Order Under Section 17A and Section 36 of the Securities Exchange Act of 1934 Extending Temporary Exemptions From Specified Provisions of the Exchange Act and Certain Rules Thereunder Paper comments On March 20, 2020, the Securities and Exchange Commission (‘‘Commission’’) issued an order pursuant to its authority under Sections 36 and 17A(c)(1) of the Exchange Act that granted transfer agents (and other persons with regard to Exchange Act section 17(f)(2) and Rule 17f–2 thereunder) the following temporary exemptions: (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; 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 (collectively, the ‘‘Exemptions’’).1 The Exemptions were granted in light of the challenges that may be presented by COVID–19 and are scheduled to expire on May 30, 2020. The Commission understands from transfer agents and their representatives, as well as other persons, that COVID–19 may continue to present challenges in timely meeting certain of their obligations under the federal securities laws. For this reason and the reasons stated in the Order originally granting the Exemptions, the Commission finds that extending the Exemptions until June 30, 2020, pursuant to its authority under Sections 36 and 17A(c)(1) of the Exchange Act, is appropriate in the public interest and consistent with the protection of investors. Accordingly, It Is Ordered, pursuant to Sections 17A and 36 of the Exchange Act, that the time period for the Exemptions specified in the Order are hereby extended to June 30, 2020 where the conditions below are satisfied. • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–1090. All submissions should refer to File Number SR–ISE–2020–20. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s internet website (https://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written 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–2020–20 and should be submitted on or before June 22, 2020. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.27 J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2020–11646 Filed 5–29–20; 8:45 am] BILLING CODE 8011–01–P 25 15 U.S.C. 78s(b)(3)(A)(ii). 26 17 CFR 240.19b–4(f)(2). VerDate Sep<11>2014 19:40 May 29, 2020 27 17 Jkt 250001 PO 00000 CFR 200.30–3(a)(12). Frm 00156 Fmt 4703 Sfmt 4703 Conditions (a) A registrant or other person relying on the Order must provide written notification to the Commission by June 30, 2020 of the following: 2 1 See Securities Exchange Act Release No. 34– 88488 (March 20, 2020), 85 FR 17122 (March 26, 2020) (‘‘Order’’). 2 A registrant or other person who is relying on the Order and has already provided a written notification to the Commission may rely on this extension without submitting another written notification solely with respect to the Exempted E:\FR\FM\01JNN1.SGM 01JNN1 jbell on DSKJLSW7X2PROD with NOTICES Federal Register / Vol. 85, No. 105 / Monday, June 1, 2020 / Notices (1) The registrant or other person is relying on the Order; (2) A description of the specific Exempted Provisions, as defined in the Order, 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 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) As noted in the Order, the Exempted Provisions do not include, and neither the Order nor this extension of the Order provides 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 17Ad12 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. The Commission is closely monitoring the impact of COVID–19 on investors, the securities markets, and Provisions described in such prior written notification. VerDate Sep<11>2014 19:40 May 29, 2020 Jkt 250001 market participants and may extend the time period during which this relief applies, with any additional conditions the Commission deems appropriate, if the need for such relief persists. 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. By the Commission. Vanessa A. Countryman, Secretary. [FR Doc. 2020–11718 Filed 5–29–20; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–88938; File No. SR–BX– 2020–009] Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Relocate the BX Disciplinary Rules and Incorporate by Reference the Disciplinary Rules of The Nasdaq Stock Market LLC May 26, 2020. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on May 15, 2020, Nasdaq BX, Inc. (‘‘BX’’ 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. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to (A) relocate the BX Series 8000 and 9000 Rules (the ‘‘Current BX 8000 Series,’’ ‘‘Current BX 9000 Series,’’ and, collectively, the ‘‘Disciplinary Rules’’) to the Exchange’s rulebook’s (‘‘Rulebook’’) shell structure; 3 (B) the Exchange is also 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 In 2017, the Exchange added a shell structure to its Rulebook with the purpose of improving efficiency and readability and to align its rules closer to those of its five sister exchanges, The Nasdaq Stock Market LLC; Nasdaq PHLX LLC; 2 17 PO 00000 Frm 00157 Fmt 4703 Sfmt 4703 33235 proposing to simultaneously replace the text of the Disciplinary Rules with introductory paragraphs in each that incorporate by reference The Nasdaq Stock Market LLC’s (‘‘Nasdaq’’) Series 8000 and 9000 Rules, currently located under the General 5 title of the Nasdaq rulebook.4 The text of the proposed rule change is available on the Exchange’s website at https://nasdaqbx.cchwallstreet.com/, at the principal office of the Exchange, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 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. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose A. Rule Relocation The Exchange proposes to relocate the Disciplinary Rules under the General 5 title (‘‘Discipline’’) in the Rulebook shell. The relocation and harmonization of these rules is part of the Exchange’s continued effort to promote efficiency and conformity of its processes with those of its Affiliated Exchanges. The Exchange believes that the placement of the Disciplinary Rules into their new location in the shell will facilitate the use of the Rulebook by members, associated persons, or other persons subject to BX’s jurisdiction. Specifically, the Exchange proposes to relocate the Disciplinary Rules as follows: Nasdaq ISE, LLC (‘‘ISE’’); Nasdaq GEMX, LLC (‘‘GEMX’’); and Nasdaq MRX, LLC (‘‘MRX’’) (together, the ‘‘Affiliated Exchanges’’). See Securities Exchange Act Release No. 82174 (November 29, 2017), 82 FR 57492 (December 5, 2017) (SR–BX–2017–054). 4 See Securities Exchange Act Release No. 87778 (December 17, 2019), 84 FR 70590 (December 23, 2019) (SR–NASDAQ–2019–098). E:\FR\FM\01JNN1.SGM 01JNN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 85, Number 105 (Monday, June 1, 2020)]
[Notices]
[Pages 33234-33235]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-11718]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88960/May 27, 2020]


Order Under Section 17A and Section 36 of the Securities Exchange 
Act of 1934 Extending Temporary Exemptions From Specified Provisions of 
the Exchange Act and Certain Rules Thereunder

    On March 20, 2020, the Securities and Exchange Commission 
(``Commission'') issued an order pursuant to its authority under 
Sections 36 and 17A(c)(1) of the Exchange Act that granted transfer 
agents (and other persons with regard to Exchange Act section 17(f)(2) 
and Rule 17f-2 thereunder) the following temporary exemptions: (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; 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 
(collectively, the ``Exemptions'').\1\ The Exemptions were granted in 
light of the challenges that may be presented by COVID-19 and are 
scheduled to expire on May 30, 2020.
---------------------------------------------------------------------------

    \1\ See Securities Exchange Act Release No. 34-88488 (March 20, 
2020), 85 FR 17122 (March 26, 2020) (``Order'').
---------------------------------------------------------------------------

    The Commission understands from transfer agents and their 
representatives, as well as other persons, that COVID-19 may continue 
to present challenges in timely meeting certain of their obligations 
under the federal securities laws. For this reason and the reasons 
stated in the Order originally granting the Exemptions, the Commission 
finds that extending the Exemptions until June 30, 2020, pursuant to 
its authority under Sections 36 and 17A(c)(1) of the Exchange Act, is 
appropriate in the public interest and consistent with the protection 
of investors.
    Accordingly, It Is Ordered, pursuant to Sections 17A and 36 of the 
Exchange Act, that the time period for the Exemptions specified in the 
Order are hereby extended to June 30, 2020 where the conditions below 
are satisfied.

Conditions

    (a) A registrant or other person relying on the Order must provide 
written notification to the Commission by June 30, 2020 of the 
following: \2\
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    \2\ A registrant or other person who is relying on the Order and 
has already provided a written notification to the Commission may 
rely on this extension without submitting another written 
notification solely with respect to the Exempted Provisions 
described in such prior written notification.

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[[Page 33235]]

    (1) The registrant or other person is relying on the Order;
    (2) A description of the specific Exempted Provisions, as defined 
in the Order, 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 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) As noted in the Order, the Exempted Provisions do not include, 
and neither the Order nor this extension of the Order provides 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.
    The Commission is closely monitoring the impact of COVID-19 on 
investors, the securities markets, and market participants and may 
extend the time period during which this relief applies, with any 
additional conditions the Commission deems appropriate, if the need for 
such relief persists. 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].

    By the Commission.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2020-11718 Filed 5-29-20; 8:45 am]
BILLING CODE 8011-01-P

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