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