83 FR 48346 - Order Under Section 15B, 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; Order Under Section 6(c) and Section 38(a) of the Investment Company Act of 1940 Granting Exemptions From Specified Provisions of the Investment Company Act and Certain Rules Thereunder
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 83, Issue 185 (September 24, 2018)
Federal Register Volume 83, Issue 185 (September 24, 2018)
| Page Range | 48346-48349 | |
| FR Document | 2018-20739 |
[Federal Register Volume 83, Number 185 (Monday, September 24, 2018)] [Notices] [Pages 48346-48349] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2018-20739] ======================================================================= ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Securities Exchange Act of 1934; Release No. 84210/September 19, 2018; Investment Company Act of 1940; Release No. 33240/September 19, 2018] Order Under Section 15B, 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; Order Under Section 6(c) and Section 38(a) of the Investment Company Act of 1940 Granting Exemptions From Specified Provisions of the Investment Company Act and Certain Rules Thereunder On September 14, 2018, Hurricane Florence made landfall near the North Carolina and South Carolina border. The storm and subsequent flooding has [[Page 48347]] displaced individuals and businesses and disrupted communications and transportation across the affected region. We are issuing this Order to address the needs of companies and individuals with obligations under the federal securities laws who have been directly or indirectly affected by Hurricane Florence and its aftermath. Section 15B(a)(4) of the Securities Exchange Act of 1934 (the ``Exchange Act'') provides that the Securities and Exchange Commission (the ``Commission''), by rule or order, upon its own motion or upon application, may conditionally or unconditionally exempt any broker, dealer, municipal securities dealer or municipal advisor, or class of brokers, dealers, municipal securities dealers, or municipal advisors from any provision of Section 15B or the rules or regulations thereunder, if the Commission finds that such exemption is consistent with the public interest, the protection of investors and the purposes of Section 15B. 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. Section 17A(c)(1) also requires that the Commission not object to the use of exemptive authority in instances where an appropriate regulatory authority other than the Commission is providing exemptive relief. --------------------------------------------------------------------------- \1\ Section 3(a)(34)(B) of the Exchange Act defines ``appropriate regulatory authority.'' --------------------------------------------------------------------------- Section 6(c) of the Investment Company Act of 1940 (the ``Company Act'') provides that the Commission may conditionally or unconditionally exempt any person, security or transaction, or any class or classes of persons, securities or transactions, from any provision or provisions of the Company Act, or any rule or regulation thereunder, if and to the extent that such exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Company Act. Section 38(a) of the Company Act provides that the Commission may make, issue, amend and rescind such rules and regulations and such orders as are necessary or appropriate to the exercise of the powers conferred upon the Commission under the Company Act. The necessity for prompt action of the Commission does not permit prior notice of the Commission's action. I. Time Period for the Relief The time period for the relief specified in Sections II and VI of this Order is as follows:With respect to those persons or entities affected by Hurricane Florence, for the period from and including September 14, 2018 to October 26, 2018, all reports, schedules or forms must be filed on or before October 29, 2018. II. Filing Requirements for Registrants and Other Persons The lack of communications, transportation, electricity, facilities and available staff and professional advisors as a result of Hurricane Florence could hamper the efforts of public companies and other persons with filing obligations to meet their filing deadlines. At the same time, investors have an interest in the timely availability of required information about these companies and the activities of persons required to file schedules and reports with respect to these companies. While the Commission believes that the relief from filing requirements provided by the exemption below is necessary and appropriate in the public interest and consistent with the protection of investors, we remind public companies and other persons who are the subjects of this Order to continue to evaluate their obligations to make materially accurate and complete disclosures in accordance with the anti-fraud provisions of the federal securities laws. Accordingly, it is ordered, pursuant to Section 36 of the Exchange Act, that a registrant (as defined in Exchange Act Rule 12b-2) subject to the reporting requirements of Exchange Act Section 13(a) or 15(d), and any person required to make any filings with respect to such a registrant, is exempt from any requirement to file or furnish materials with the Commission under Exchange Act Sections 13(a), 13(d), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and 16(a), Regulations 13A, 13D-G, 14A, 14C and 15D, and Exchange Act Rules 13f-1, 14f-1 and 16a-3, as applicable, where the conditions below are satisfied. Conditions. (a) The registrant or person other than a registrant is not able to meet a filing deadline due to Hurricane Florence and its aftermath; (b) The registrant or person other than a registrant files with the Commission any report, schedule or form required to be filed during the applicable period of relief on or before the applicable deadline set forth in Section I; and (c) In any such report, schedule or form filed pursuant to this Order, the registrant or person other than a registrant must disclose that it is relying on this Order and state the reasons why, in good faith, it could not file such report, schedule or form on a timely basis. III. Furnishing of Proxy and Information Statements The conditions in the areas affected by Hurricane Florence, including displacement of thousands of individuals and the destruction of property, have prevented and will continue to prevent the delivery of mail to the affected areas. In light of these conditions, we believe that relief is warranted for those seeking to comply with our rules imposing requirements to furnish materials to security holders when mail delivery is not possible and that the following exemption is necessary and appropriate in the public interest and consistent with the protection of investors. Accordingly, it is ordered, pursuant to Section 36 of the Exchange Act, that a registrant or any other person is exempt from the requirements to furnish proxy statements, annual reports and other soliciting materials, as applicable (the ``Soliciting Materials''), and the requirements of the Exchange Act and the rules thereunder to furnish information statements and annual reports, as applicable (the ``Information Materials''), where the conditions below are satisfied. Conditions (a) The registrant's security holder has a mailing address located within a zip code where, as a result of Hurricane Florence, the registrant's common carrier has suspended delivery service of the type or class customarily used by the registrant; [[Page 48348]] (b) The registrant or other person making a solicitation has followed normal procedure when furnishing the Soliciting Materials to the security holder in order to ensure that the Soliciting Materials preceded or accompanied the proxy, as required by the rules applicable to the particular form of Soliciting Materials, or, in the case of Information Materials, the registrant has followed normal procedure when furnishing the Information Materials to the security holder in accordance with the rules applicable to Information Materials; and (c) If requested by the security holder, the registrant or other person provides the Soliciting Materials or Information Materials by a means reasonably designed to furnish the Soliciting Materials or Information Materials to the security holder. Any registrant or other person in need of additional assistance related to deadlines, delivery obligations or their public filings, should contact the Division of Corporation Finance at (202) 551-3500 or at https://tts.sec.gov/cgi-bin/corp_fin_interpretive. IV. Transmittal of Annual and Semi-Annual Reports to Investors Required by the Company Act and the Rules Thereunder For reasons similar to those cited in Section III, we believe that relief is warranted for the transmittal by registered management investment companies and registered unit investment trusts (collectively, ``registered investment companies'') of annual and semi- annual reports to investors and that the following exemption is necessary and appropriate in the public interest and consistent with the protection of investors. Accordingly, it is ordered, pursuant to Sections 6(c) and 38(a) of the Company Act that for the period from and including September 14, 2018 to October 26, 2018, a registered investment company is exempt from the requirements of Section 30(e) of the Company Act and Rule 30e- 1 thereunder to transmit annual and semi-annual reports to investors affected by Hurricane Florence; and For the period from and including September 14, 2018 to October 26, 2018, a registered unit investment trust is exempt from the requirements of Section 30(e) of the Company Act and Rule 30e-2 thereunder to transmit annual and semi-annual reports to unitholders affected by Hurricane Florence, Provided that: (a) The affected investor's mailing address for transmittal as listed in the records of the registered investment company has a zip code for which the registered investment company's common carrier has suspended mail service, as a result of Hurricane Florence, of the type or class customarily used by the registered investment company for transmittal of reports; and (b) The registered investment company or other person promptly transmits the reports to affected investors: Either (a) if requested by the investor; or (b) at the earlier of (i) October 29, 2018 or (ii) the resumption of the applicable mail service. Registered investment companies who are unable to meet a deadline as extended by this relief, or in need of additional assistance regarding issues under the Company Act, should contact the Division of Investment Management, Office of Chief Counsel, at (202) 551-6825 or [email protected]. Registered investment advisers in need of additional assistance regarding issues under the Investment Advisers Act of 1940 should contact the Division of Investment Management, Investment Adviser Regulation Office, at (202) 551-6999 or [email protected]. V. Transfer Agent 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 relating to, among other things, processing securities transfers, safekeeping of investor and issuer funds and securities and maintaining records of investor ownership. Following the events of Hurricane Florence, registered transfer agents located in the affected regions may have difficulty complying with some or all of their obligations as registered transfer agents. In addition, registered transfer agents located outside the affected regions may be unable to conduct business with entities or security holders inside the regions, 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 emergencies, the Commission recognizes that the need to effect securities transfers and payments to and from security holders in the affected regions may present compliance issues for affected transfer agents. 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 transfer agents from the requirements of: (1) Section 17A of the Exchange Act and Rules 17Ad-1 through 17Ad-20 thereunder; and (2) Section 17(f) of the Exchange Act and Rules 17f-1 and 17f-2 thereunder. 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 Section 17A and Section 17(f) of the Exchange Act and the rules promulgated thereunder, as applicable, due to Hurricane Florence and its aftermath is hereby temporarily exempted from complying with such provisions for the period from and including September 14, 2018 to October 26, 2018 where the conditions below are satisfied. Conditions (a) A registered transfer agent relying on this Order must notify the Commission in writing by October 26, 2018 of the following: (1) The transfer agent is relying on this Order; (2) A statement of the reasons why, in good faith, the transfer agent is unable to comply with Section 17A and Section 17(f) of the Exchange Act and the rules promulgated thereunder, as applicable; (3) If the transfer agent knows or believes that the books and records it is required to maintain pursuant to Section 17A and the rules thereunder were lost, destroyed or materially damaged, information, to the extent reasonably available, as to the type of books and records that were maintained, the names of the issuers for whom such books and records were maintained, the extent of the loss of, or damage to, such books and records and the steps taken to ameliorate any such loss or damage; and (4) If the transfer agent knows or believes that funds or securities belonging to either issuers or security holders and within its possession were, for any reason, lost, destroyed, stolen or unaccounted for, information, to the extent reasonably available, regarding the dollar amount of any such funds and the number of such securities and the steps taken to ameliorate any such loss; and [[Page 48349]] (b) Transfer agents that have custody or possession of any security holder or issuer funds or securities shall use all reasonable means available to ensure that all such securities are held in safekeeping and are handled, in light of all facts and circumstances, in a manner reasonably free from risk of theft, loss or destruction and that all funds are protected against misuse. To the extent possible, all security holder or issuer funds that remain in the custody of the transfer agent shall be maintained in a separate bank account held for the exclusive benefit of security holders until such funds are properly remitted. The notification required under (a) above shall be sent to: U.S. Securities and Exchange Commission, Division of Trading and Markets, Office of Clearance and Settlement, 100 F Street NE, Washington, DC 20549-7010. 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 providing toll free numbers to respond to inquiries. Transfer agents 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]. VI. Filing of Annual Update to Form MA as Required by the Exchange Act and the Rules Thereunder Section 15B of the Exchange Act and Rule 15Ba1-5(a)(1) thereunder requires each registered municipal advisor to file with the Commission an annual update to its Form MA. For reasons similar to those cited in Section II, the Commission believes that relief is warranted for the filing with the Commission of annual updates to Form MA by registered municipal advisors and that such relief is consistent with the public interest, the protection of investors and the purposes of Section 15B of the Exchange Act. Accordingly, it is so ordered, pursuant to Section 15B(a)(4) of the Exchange Act, that any registered municipal advisor is exempt from the requirement to file an annual update to Form MA with the Commission, as required by Section 15B of the Exchange Act and Rule 15Ba1-5(a)(1) thereunder, where the conditions below are satisfied. Conditions (a) The registered municipal advisor is not able to fulfill its obligation to file an annual update to the registered municipal advisor's Form MA within 90 days of the end of the registered municipal advisor's fiscal year due to Hurricane Florence; (b) The registered municipal advisor files with the Commission its annual update to Form MA required to be filed during the applicable period of relief on or before the applicable deadline set forth in Section I; and (c) In any such annual update to its Form MA filing, the registered municipal advisor must disclose that it is relying on this Order and state the reasons why, in good faith, it could not file such annual update to Form MA on a timely basis. Registered municipal advisors who are unable to meet a deadline as extended by this relief or in need of additional assistance, should contact the Office of Municipal Securities at (202) 551-5680 or [email protected]. VII. Independence--Bookkeeping or Other Services Related to the Accounting Records or Financial Statements of the Audit Client The conditions in the areas affected by Hurricane Florence, including displacement of individuals, the destruction of property and loss or destruction of corporate records, may require extraordinary efforts to reconstruct lost or destroyed accounting records. The Commission understands that in these particularly challenging situations an audit client may look to its auditor for assistance in reconstruction of its accounting records because of the auditor's knowledge of the client's financial systems and records. Under Section 10A(g)(1) of the Exchange Act and Rule 2-01(c)(4)(i) of Regulation S-X, auditors are prohibited from providing bookkeeping or other services relating to the accounting records of the audit client, and in Rule 2- 01(c)(4)(i) of Regulation S-X, these prohibited services are described as including ``maintaining or preparing the audit client's accounting records'' or ``preparing or originating source data underlying the audit client's financial statements.'' In light of the conditions in areas affected by Hurricane Florence, however, we believe that limited relief from these prohibitions is warranted for those registrants and other persons that are required to comply with the independence requirements of the federal securities laws and the Commission's rules and regulations thereunder and that are affected by those conditions. The Commission finds the following exemption to be necessary and appropriate in the public interest and consistent with the protection of investors. Accordingly, it is ordered, pursuant to Section 36 of the Exchange Act, that independent certified public accountants engaged to provide audit services to registrants and other persons required to comply with the independence requirements of the federal securities laws and the Commission's rules and regulations thereunder are exempt from the requirements of Section 10A(g)(1) of the Exchange Act and Rule 2- 01(c)(4)(i) of Regulation S-X, where the conditions below are satisfied. Conditions (a) Services provided by the auditor are limited to reconstruction of previously existing accounting records that were lost or destroyed as a result of Hurricane Florence and such services cease as soon as the audit client's lost or destroyed records are reconstructed, its financial systems are fully operational and the client can effect an orderly and efficient transition to management or other service provider; and (b) Services provided by the auditor to its audit client pursuant to this Order are subject to pre-approval by the audit client's audit committee as required by Rule 2-01(c)(7) of Regulation S-X. Auditors or audit clients who are in need of additional assistance or have other questions relating to auditor independence, should contact the Office of the Chief Accountant at (202) 551-5300 or [email protected]. By the Commission. Brent J. Fields, Secretary. [FR Doc. 2018-20739 Filed 9-21-18; 8:45 am] BILLING CODE 8011-01-P
![48346 Federal Register / Vol. 83, No. 185 / Monday, September 24, 2018 / Notices
For the Nuclear Regulatory Commission. • NRC’s PDR: You may examine and II. Additional Information
Bruce A. Watson, purchase copies of public documents at The NRC published a notice of the
Chief, Reactor Decommissioning Branch, the NRC’s PDR, Room O1–F21, One availability of the proposed revision,
Division of Decommissioning, Uranium White Flint North, 11555 Rockville temporarily identified by draft
Recovery, and Waste Programs, Office of Pike, Rockville, Maryland 20852. regulatory guide (DG) number, DG–4026
Nuclear Material Safety and Safeguards.
FOR FURTHER INFORMATION CONTACT: for public comment in the Federal
[FR Doc. 2018–20645 Filed 9–21–18; 8:45 am]
Jennifer Davis, Office of New Reactors, Register on February 13, 2017 (82 FR
BILLING CODE 7590–01–P
telephone: 301–415–3835, email: 10502) for a 60-day period. The public
Jennifer.Davis@nrc.gov and Edward comment period was extended to May
O’Donnell, Office of Nuclear Regulatory 31, 2017 (82 FR 15544), based upon a
NUCLEAR REGULATORY
Research, telephone: 301–415–3317, request from the Nuclear Energy
COMMISSION
Institute. The staff responses to the
email: Edward.ODonnell@nrc.gov. Both
[NRC–2017–0041] public comments are available under
are staff of the U.S. Nuclear Regulatory
ADAMS under Accession No.
Preparation of Environmental Reports Commission, Washington, DC 20555–
ML18071A401.
for Nuclear Power Stations 0001.
III. Congressional Review Act
AGENCY: Nuclear Regulatory SUPPLEMENTARY INFORMATION:
This RG is a rule as defined in the
Commission. I. Discussion Congressional Review Act (5 U.S.C.
ACTION: Regulatory Guide; issuance. 801–808). However, the Office of
The NRC is issuing Revision 3 of RG Management and Budget has not found
SUMMARY: The U.S. Nuclear Regulatory 4.2, ‘‘Preparation of Environmental it to be a major rule as defined in the
Commission (NRC) is issuing Revision 3 Reports for Nuclear Power Stations,’’ as Congressional Review Act.
of Regulatory Guide (RG) 4.2, a guide in the NRC’s ‘‘Regulatory
‘‘Preparation of Environmental Reports Guide’’ series. This series was IV. Backfitting and Issue Finality
for Nuclear Power Stations.’’ This developed to describe and make Issuance of this RG does not
revision provides general guidance to available to the public information constitute backfitting as defined in 10
applicants for the format and content of regarding methods that are acceptable to CFR 50.109 (the Backfit Rule), nor
environmental reports (ERs) that are the NRC staff for implementing specific would it be regarded as backfitting
submitted as part of an application for parts of the NRC’s regulations, under Commission and Executive
a permit, license, or other approval for techniques that the staff uses in Director for Operations guidance, and is
a new nuclear power plant. not otherwise inconsistent with the
evaluating specific problems or
DATES: Revision 3 to RG 4.2 is available postulated events, and data that the staff issue finality provisions in 10 CFR part
on September 24, 2018. needs from applicants in its review of 52.
ADDRESSES: Please refer to Docket ID applications for permits and licenses. Dated at Rockville, Maryland, this 19th day
NRC–2017–0041 when contacting the The present guide dates to 1976, and an of September 2018.
NRC about the availability of update was needed to align it with For the Nuclear Regulatory Commission.
information regarding this document. changes in NRC regulations since 1976, Thomas H. Boyce,
You may obtain publicly-available changes in environmental statutes and Chief, Regulatory Guidance and Generic
information related to this document regulations, and Executive Orders. Issues Branch, Division of Engineering, Office
using any of the following methods: Consequently the guide was updated to of Nuclear Regulatory Research.
• Federal Rulemaking Website: Go to provide general guidelines for the [FR Doc. 2018–20699 Filed 9–21–18; 8:45 am]
http://www.regulations.gov and search preparation of environmental reports BILLING CODE 7590–01–P
for Docket ID NRC–2017–0041. Address supporting an application for a permit,
questions about dockets IDs in license, or other approval for a new
Regulations.gov to Jennifer Borges;
nuclear power plant. The information SECURITIES AND EXCHANGE
telephone: 301–287–9127; email:
requested from applicants in this RG is COMMISSION
Jennifer.Borges@nrc.gov. For technical
based on the requirements contained in
questions, contact the individuals listed [Securities Exchange Act of 1934; Release
in the FOR FURTHER INFORMATION part 51 of title 10 of the Code of Federal No. 84210/September 19, 2018; Investment
CONTACT section of this document.
Regulations (10 CFR), ‘‘Environmental Company Act of 1940; Release No. 33240/
• NRC’s Agencywide Documents Protection Regulations for Domestic September 19, 2018]
Access and Management System Licensing and Related Regulatory
Functions.’’ Guidance from the interim Order Under Section 15B, Section 17A
(ADAMS): You may obtain publicly- and Section 36 of the Securities
available documents online in the staff guidance, as it relates to
information that applicants should Exchange Act of 1934 Granting
ADAMS Public Documents collection at Exemptions From Specified Provisions
http://www.nrc.gov/reading-rm/ include in an environmental report, was
incorporated into this RG, as of the Exchange Act and Certain Rules
adams.html. To begin the search, select Thereunder; Order Under Section 6(c)
‘‘Begin Web-based ADAMS Search.’’ For appropriate. The entirety of interim staff
guidance will be terminated when it is and Section 38(a) of the Investment
problems with ADAMS, please contact Company Act of 1940 Granting
the NRC’s Public Document Room (PDR) incorporated into permanent staff
amozie on DSK3GDR082PROD with NOTICES1
guidance in consistent with staff Exemptions From Specified Provisions
reference staff at 1–800–397–4209, 301– of the Investment Company Act and
415–4737, or by email to pdr.resource@ guidance such as NUREG–1555,
Certain Rules Thereunder
nrc.gov. Revision 3 to RG 4.2 and the ‘‘Environmental Standard Review Plan:
regulatory analysis may be found in Standard Review Plans for On September 14, 2018, Hurricane
ADAMS under Accession Nos. Environmental Reviews for Nuclear Florence made landfall near the North
ML18071A400 and ML16116A067, Power Plants’’ (ADAMS Accession Nos. Carolina and South Carolina border. The
respectfully. ML003702134 and ML003701937). storm and subsequent flooding has
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![Federal Register / Vol. 83, No. 185 / Monday, September 24, 2018 / Notices 48349
(b) Transfer agents that have custody Conditions those conditions. The Commission finds
or possession of any security holder or (a) The registered municipal advisor the following exemption to be necessary
issuer funds or securities shall use all is not able to fulfill its obligation to file and appropriate in the public interest
reasonable means available to ensure an annual update to the registered and consistent with the protection of
that all such securities are held in municipal advisor’s Form MA within 90 investors.
safekeeping and are handled, in light of days of the end of the registered Accordingly, it is ordered, pursuant to
all facts and circumstances, in a manner municipal advisor’s fiscal year due to Section 36 of the Exchange Act, that
reasonably free from risk of theft, loss or Hurricane Florence; independent certified public
destruction and that all funds are (b) The registered municipal advisor accountants engaged to provide audit
protected against misuse. To the extent files with the Commission its annual services to registrants and other persons
possible, all security holder or issuer update to Form MA required to be filed required to comply with the
funds that remain in the custody of the during the applicable period of relief on independence requirements of the
transfer agent shall be maintained in a or before the applicable deadline set
separate bank account held for the federal securities laws and the
forth in Section I; and Commission’s rules and regulations
exclusive benefit of security holders (c) In any such annual update to its
until such funds are properly remitted. thereunder are exempt from the
Form MA filing, the registered
requirements of Section 10A(g)(1) of the
The notification required under (a) municipal advisor must disclose that it
is relying on this Order and state the Exchange Act and Rule 2–01(c)(4)(i) of
above shall be sent to: U.S. Securities Regulation S–X, where the conditions
and Exchange Commission, Division of reasons why, in good faith, it could not
file such annual update to Form MA on below are satisfied.
Trading and Markets, Office of
Clearance and Settlement, 100 F Street a timely basis. Conditions
NE, Washington, DC 20549–7010. Registered municipal advisors who
are unable to meet a deadline as (a) Services provided by the auditor
The Commission encourages extended by this relief or in need of are limited to reconstruction of
registered transfer agents and the issuers additional assistance, should contact the previously existing accounting records
for whom they act to inform affected Office of Municipal Securities at (202) that were lost or destroyed as a result of
security holders whom they should 551–5680 or munis@sec.gov. Hurricane Florence and such services
contact concerning their accounts, their
access to funds or securities and other VII. Independence—Bookkeeping or cease as soon as the audit client’s lost
shareholder concerns. If feasible, issuers Other Services Related to the or destroyed records are reconstructed,
and their transfer agents should place a Accounting Records or Financial its financial systems are fully
notice on their websites or providing Statements of the Audit Client operational and the client can effect an
toll free numbers to respond to orderly and efficient transition to
The conditions in the areas affected
inquiries. management or other service provider;
by Hurricane Florence, including
and
Transfer agents who are unable to displacement of individuals, the
meet a deadline as extended by this destruction of property and loss or (b) Services provided by the auditor to
relief, or in need of additional destruction of corporate records, may its audit client pursuant to this Order
assistance, should contact the Division require extraordinary efforts to are subject to pre-approval by the audit
of Trading and Markets at (202) 551– reconstruct lost or destroyed accounting client’s audit committee as required by
5777 or tradingandmarkets@sec.gov. records. The Commission understands Rule 2–01(c)(7) of Regulation S–X.
that in these particularly challenging Auditors or audit clients who are in
VI. Filing of Annual Update to Form situations an audit client may look to its
MA as Required by the Exchange Act need of additional assistance or have
auditor for assistance in reconstruction other questions relating to auditor
and the Rules Thereunder of its accounting records because of the
independence, should contact the Office
auditor’s knowledge of the client’s
Section 15B of the Exchange Act and of the Chief Accountant at (202) 551–
financial systems and records. Under
Rule 15Ba1–5(a)(1) thereunder requires 5300 or OCARequest@sec.gov.
Section 10A(g)(1) of the Exchange Act
each registered municipal advisor to file
and Rule 2–01(c)(4)(i) of Regulation S– By the Commission.
with the Commission an annual update
X, auditors are prohibited from Brent J. Fields,
to its Form MA. For reasons similar to
providing bookkeeping or other services Secretary.
those cited in Section II, the
relating to the accounting records of the
Commission believes that relief is [FR Doc. 2018–20739 Filed 9–21–18; 8:45 am]
audit client, and in Rule 2–01(c)(4)(i) of
warranted for the filing with the BILLING CODE 8011–01–P
Regulation S–X, these prohibited
Commission of annual updates to Form services are described as including
MA by registered municipal advisors ‘‘maintaining or preparing the audit
and that such relief is consistent with client’s accounting records’’ or
the public interest, the protection of ‘‘preparing or originating source data
investors and the purposes of Section underlying the audit client’s financial
15B of the Exchange Act. statements.’’ In light of the conditions in
Accordingly, it is so ordered, pursuant areas affected by Hurricane Florence,
to Section 15B(a)(4) of the Exchange however, we believe that limited relief
amozie on DSK3GDR082PROD with NOTICES1
Act, that any registered municipal from these prohibitions is warranted for
advisor is exempt from the requirement those registrants and other persons that
to file an annual update to Form MA are required to comply with the
with the Commission, as required by independence requirements of the
Section 15B of the Exchange Act and federal securities laws and the
Rule 15Ba1–5(a)(1) thereunder, where Commission’s rules and regulations
the conditions below are satisfied. thereunder and that are affected by
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Document Created: 2018-09-22 00:33:09
Document Modified: 2018-09-22 00:33:09
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| FR Citation | 83 FR 48346 |
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