[Federal Register Volume 85, Number 128 (Thursday, July 2, 2020)]
[Notices]
[Pages 39960-39961]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-14246]


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SECURITIES EXCHANGE ACT OF 1934

[Release No. 34-89170]


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

June 26, 2020.
    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 
originally were scheduled to expire on May 30, 2020. On May 27, 2020, 
the Commission issued an order extending the Exemptions until June 30, 
2020.\2\
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    \1\ See Securities Exchange Act Release No. 34-88488 (March 20, 
2020), 85 FR 17122 (March 26, 2020) (``Order'').
    \2\ See Securities Exchange Act Release No. 34-88960 (May 27, 
2020), 85 FR 33234 (June 1, 2020) (``First Extension Order'').
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    The Commission understands that COVID-19 may continue to present 
challenges for transfer agents and other persons 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 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 is hereby extended to the date to be specified in a public notice 
from Commission staff specifying the date on which the Exemptions will 
terminate. Such date shall be at least two weeks from the date of the 
Commission staff public notice. Transfer agents and other persons 
seeking to avail themselves of this relief must satisfy the conditions 
below.

Conditions

    (a) A registrant or other person relying on the Order must provide 
written notification to the Commission within two weeks of relying on 
the Order of the following: \3\
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    \3\ A registrant or other person who is relying on the Order or 
the First Extension 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.

    (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, the First Extension 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: 
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

[[Page 39961]]

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 
modify the relief provided by the Order, with any additional conditions 
the Commission deems appropriate, if the need for such modification 
arises. 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.
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2020-14246 Filed 7-1-20; 8:45 am]
BILLING CODE 8011-01-P


