83 FR 53326 - Securities Exchange Act of 1934; Release No. 34-84440/October 16, 2018; Investment Company Act of 1940; Release No. IC-33272/October 16, 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

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 204 (October 22, 2018)

Page Range		53326-53329
FR Document		2018-22931
Federal Register, Volume 83 Issue 204 (Monday, October 22, 2018)
[Federal Register Volume 83, Number 204 (Monday, October 22, 2018)]
[Notices]
[Pages 53326-53329]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-22931]


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SECURITIES AND EXCHANGE COMMISSION


Securities Exchange Act of 1934; Release No. 34-84440/October 16, 
2018; Investment Company Act of 1940; Release No. IC-33272/October 16, 
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 October 10, 2018, Hurricane Michael made landfall on the Florida 
Panhandle. The storm and subsequent flooding has 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 Michael 
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 Michael, for the period from and including October 10, 2018 
to November 21, 2018, all reports, schedules or forms must be filed on 
or before November 23, 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 
Michael 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),

[[Page 53327]]

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 Michael 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 Michael, 
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 Michael, the 
registrant's common carrier has suspended delivery service of the type 
or class customarily used by the registrant;
    (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 October 10, 2018 
to November 21, 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 Michael; and
    For the period from and including October 10, 2018 to November 21, 
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 Michael,
    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 Michael, 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) November 23, 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 
IMOCC@sec.gov.
    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 IARDLive@sec.gov.

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 Michael, 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

[[Page 53328]]

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 Michael 
and its aftermath is hereby temporarily exempted from complying with 
such provisions for the period from and including October 10, 2018 to 
November 21, 2018 where the conditions below are satisfied.

Conditions

    (a) A registered transfer agent relying on this Order must notify 
the Commission in writing by November 21, 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
    (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 
tradingandmarkets@sec.gov.

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 Michael;
    (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 
munis@sec.gov.

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 Michael, 
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 Michael, 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.

[[Page 53329]]

    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 Michael 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 
OCARequest@sec.gov.

    By the Commission.
Brent J. Fields,
Secretary.
[FR Doc. 2018-22931 Filed 10-19-18; 8:45 am]
 BILLING CODE P
53326 Federal Register / Vol. 83, No. 204 / Monday, October 22, 2018 / Notices

amendments, all written statements of companies and individuals with Company Act, or any rule or regulation
with respect to the proposed rule obligations under the federal securities thereunder, if and to the extent that
change that are filed with the laws who have been directly or such exemption is necessary or
Commission, and all written indirectly affected by Hurricane Michael appropriate in the public interest and
communications relating to the and its aftermath. consistent with the protection of
proposed rule change between the Section 15B(a)(4) of the Securities investors and the purposes fairly
Commission and any person, other than Exchange Act of 1934 (the ‘‘Exchange intended by the policy and provisions of
those that may be withheld from the Act’’) provides that the Securities and the Company Act. Section 38(a) of the
public in accordance with the Exchange Commission (the Company Act provides that the
provisions of 5 U.S.C. 552, will be ‘‘Commission’’), by rule or order, upon Commission may make, issue, amend
available for website viewing and its own motion or upon application, and rescind such rules and regulations
printing in the Commission’s Public may conditionally or unconditionally and such orders as are necessary or
Reference Room, 100 F Street NE, exempt any broker, dealer, municipal appropriate to the exercise of the
Washington, DC 20549 on official securities dealer or municipal advisor, powers conferred upon the Commission
business days between the hours of or class of brokers, dealers, municipal under the Company Act.
10:00 a.m. and 3:00 p.m. Copies of the securities dealers, or municipal advisors The necessity for prompt action of the
filing also will be available for from any provision of Section 15B or the Commission does not permit prior
inspection and copying at the principal rules or regulations thereunder, if the notice of the Commission’s action.
office of the Exchange. All comments Commission finds that such exemption
I. Time Period for the Relief
received will be posted without change. is consistent with the public interest,
Persons submitting comments are the protection of investors and the The time period for the relief
cautioned that we do not redact or edit purposes of Section 15B. specified in Sections II and VI of this
personal identifying information from Section 36 of the Exchange Act Order is as follows:
comment submissions. You should authorizes the Commission, by rule, • With respect to those persons or
submit only information that you wish regulation or order, to exempt, either entities affected by Hurricane Michael,
to make available publicly. All conditionally or unconditionally, any for the period from and including
submissions should refer to File person, security or transaction, or any October 10, 2018 to November 21, 2018,
Number SR–NYSE–2018–48 and should class or classes of persons, securities or all reports, schedules or forms must be
be submitted on or before November 13, transactions, from any provision or filed on or before November 23, 2018.
2018. provisions of the Exchange Act or any II. Filing Requirements for Registrants
For the Commission, by the Division of
rule or regulation thereunder, to the and Other Persons
Trading and Markets, pursuant to delegated extent that such exemption is necessary
or appropriate in the public interest, The lack of communications,
authority.17
and is consistent with the protection of transportation, electricity, facilities and
Eduardo A. Aleman, available staff and professional advisors
Assistant Secretary. investors.
Section 17A(c)(1) of the Exchange Act as a result of Hurricane Michael could
[FR Doc. 2018–22905 Filed 10–19–18; 8:45 am] hamper the efforts of public companies
provides that the appropriate regulatory
BILLING CODE 8011–01–P
agency, by rule or by order, upon its and other persons with filing obligations
own motion or upon application, may to meet their filing deadlines. At the
conditionally or unconditionally same time, investors have an interest in
SECURITIES AND EXCHANGE the timely availability of required
COMMISSION exempt any person or security or class
of persons or securities from any information about these companies and
provision of Section 17A or any rule or the activities of persons required to file
Securities Exchange Act of 1934;
regulation prescribed under Section schedules and reports with respect to
Release No. 34–84440/October 16,
17A, if the appropriate regulatory these companies. While the Commission
2018; Investment Company Act of
agency 1 finds that such exemption is in believes that the relief from filing
1940; Release No. IC–33272/October
the public interest and consistent with requirements provided by the
16, 2018; Order Under Section 15b,
the protection of investors and the exemption below is necessary and
Section 17a and Section 36 of the
purposes of Section 17A, including the appropriate in the public interest and
Securities Exchange Act of 1934
prompt and accurate clearance and consistent with the protection of
Granting Exemptions From Specified
settlement of securities transactions and investors, we remind public companies
Provisions of the Exchange Act and
the safeguarding of securities and funds. and other persons who are the subjects
Certain Rules Thereunder; Order
Section 17A(c)(1) also requires that the of this Order to continue to evaluate
Under Section 6(C) and Section 38(A)
Commission not object to the use of their obligations to make materially
of the Investment Company Act of
exemptive authority in instances where accurate and complete disclosures in
1940 Granting Exemptions From
an appropriate regulatory authority accordance with the anti-fraud
Specified Provisions of the Investment
other than the Commission is providing provisions of the federal securities laws.
Company Act and Certain Rules
exemptive relief. Accordingly, it is ordered, pursuant to
Thereunder
Section 6(c) of the Investment Section 36 of the Exchange Act, that a
On October 10, 2018, Hurricane Company Act of 1940 (the ‘‘Company registrant (as defined in Exchange Act
Michael made landfall on the Florida Act’’) provides that the Commission Rule 12b–2) subject to the reporting
Panhandle. The storm and subsequent may conditionally or unconditionally requirements of Exchange Act Section
daltland on DSKBBV9HB2PROD with NOTICES

flooding has displaced individuals and exempt any person, security or 13(a) or 15(d), and any person required
businesses and disrupted transaction, or any class or classes of to make any filings with respect to such
communications and transportation persons, securities or transactions, from a registrant, is exempt from any
across the affected region. We are any provision or provisions of the requirement to file or furnish materials
issuing this Order to address the needs with the Commission under Exchange
1 Section 3(a)(34)(B) of the Exchange Act defines Act Sections 13(a), 13(d), 13(f), 13(g),
17 17 CFR 200.30–3(a)(12). ‘‘appropriate regulatory authority.’’ 14(a), 14(c), 14(f), 15(d) and 16(a),

VerDate Sep<11>2014 18:12 Oct 19, 2018 Jkt 247001 PO 00000 Frm 00121 Fmt 4703 Sfmt 4703 E:\FR\FM\22OCN1.SGM 22OCN1
Federal Register / Vol. 83, No. 204 / Monday, October 22, 2018 / Notices 53327

Regulations 13A, 13D–G, 14A, 14C and holder in order to ensure that the service, as a result of Hurricane
15D, and Exchange Act Rules 13f–1, Soliciting Materials preceded or Michael, of the type or class customarily
14f–1 and 16a–3, as applicable, where accompanied the proxy, as required by used by the registered investment
the conditions below are satisfied. the rules applicable to the particular company for transmittal of reports; and
form of Soliciting Materials, or, in the (b) The registered investment
Conditions case of Information Materials, the company or other person promptly
(a) The registrant or person other than registrant has followed normal transmits the reports to affected
a registrant is not able to meet a filing procedure when furnishing the investors: Either (a) if requested by the
deadline due to Hurricane Michael and Information Materials to the security investor; or (b) at the earlier of (i)
its aftermath; holder in accordance with the rules November 23, 2018 or (ii) the
(b) The registrant or person other than applicable to Information Materials; and resumption of the applicable mail
a registrant files with the Commission (c) If requested by the security holder, service.
any report, schedule or form required to the registrant or other person provides Registered investment companies who
be filed during the applicable period of the Soliciting Materials or Information are unable to meet a deadline as
relief on or before the applicable Materials by a means reasonably extended by this relief, or in need of
deadline set forth in Section I; and designed to furnish the Soliciting additional assistance regarding issues
(c) In any such report, schedule or Materials or Information Materials to the under the Company Act, should contact
form filed pursuant to this Order, the security holder. the Division of Investment Management,
registrant or person other than a Any registrant or other person in need Office of Chief Counsel, at (202) 551–
registrant must disclose that it is relying of additional assistance related to 6825 or IMOCC@sec.gov.
on this Order and state the reasons why, deadlines, delivery obligations or their Registered investment advisers in
in good faith, it could not file such public filings, should contact the need of additional assistance regarding
report, schedule or form on a timely Division of Corporation Finance at (202) issues under the Investment Advisers
basis. 551–3500 or at https://tts.sec.gov/cgi- Act of 1940 should contact the Division
bin/corp_fin_interpretive. of Investment Management, Investment
III. Furnishing of Proxy and Adviser Regulation Office, at (202) 551–
Information Statements IV. Transmittal of Annual and Semi- 6999 or IARDLive@sec.gov.
The conditions in the areas affected Annual Reports to Investors Required
by the Company Act and the Rules V. Transfer Agent Compliance With
by Hurricane Michael, including
Thereunder Sections 17A and 17(f) of the Exchange
displacement of thousands of
Act
individuals and the destruction of For reasons similar to those cited in
property, have prevented and will Section III, we believe that relief is Exchange Act Section 17A and
continue to prevent the delivery of mail warranted for the transmittal by Section 17(f), as well as the rules
to the affected areas. In light of these registered management investment promulgated under Sections 17A and
conditions, we believe that relief is companies and registered unit 17(f), contain requirements for
warranted for those seeking to comply investment trusts (collectively, registered transfer agents relating to,
with our rules imposing requirements to ‘‘registered investment companies’’) of among other things, processing
furnish materials to security holders annual and semi-annual reports to securities transfers, safekeeping of
when mail delivery is not possible and investors and that the following investor and issuer funds and securities
that the following exemption is exemption is necessary and appropriate and maintaining records of investor
necessary and appropriate in the public in the public interest and consistent ownership. Following the events of
interest and consistent with the with the protection of investors. Hurricane Michael, registered transfer
protection of investors. Accordingly, it is ordered, pursuant to agents located in the affected regions
Accordingly, it is ordered, pursuant to Sections 6(c) and 38(a) of the Company may have difficulty complying with
Section 36 of the Exchange Act, that a Act that for the period from and some or all of their obligations as
registrant or any other person is exempt including October 10, 2018 to November registered transfer agents. In addition,
from the requirements to furnish proxy 21, 2018, a registered investment registered transfer agents located
statements, annual reports and other company is exempt from the outside the affected regions may be
soliciting materials, as applicable (the requirements of Section 30(e) of the unable to conduct business with entities
‘‘Soliciting Materials’’), and the Company Act and Rule 30e–1 or security holders inside the regions,
requirements of the Exchange Act and thereunder to transmit annual and semi- thereby making it difficult to process
the rules thereunder to furnish annual reports to investors affected by securities transactions and corporate
information statements and annual Hurricane Michael; and actions in conformance with Section
reports, as applicable (the ‘‘Information For the period from and including 17A, Section 17(f) and the rules
Materials’’), where the conditions below October 10, 2018 to November 21, 2018, thereunder.
are satisfied. a registered unit investment trust is While the national clearance and
exempt from the requirements of settlement system continues to operate
Conditions Section 30(e) of the Company Act and well in light of these emergencies, the
(a) The registrant’s security holder has Rule 30e–2 thereunder to transmit Commission recognizes that the need to
a mailing address located within a zip annual and semi-annual reports to effect securities transfers and payments
code where, as a result of Hurricane unitholders affected by Hurricane to and from security holders in the
Michael, the registrant’s common carrier Michael, affected regions may present
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has suspended delivery service of the Provided that: compliance issues for affected transfer
type or class customarily used by the (a) The affected investor’s mailing agents. Therefore, the Commission is
registrant; address for transmittal as listed in the using its authority under Section 17A
(b) The registrant or other person records of the registered investment and Section 36 of the Exchange Act to
making a solicitation has followed company has a zip code for which the provide temporary relief from certain
normal procedure when furnishing the registered investment company’s regulatory provisions. This Order
Soliciting Materials to the security common carrier has suspended mail temporarily exempts transfer agents

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53328 Federal Register / Vol. 83, No. 204 / Monday, October 22, 2018 / Notices

from the requirements of: (1) Section that all such securities are held in days of the end of the registered
17A of the Exchange Act and Rules safekeeping and are handled, in light of municipal advisor’s fiscal year due to
17Ad–1 through 17Ad–20 thereunder; all facts and circumstances, in a manner Hurricane Michael;
and (2) Section 17(f) of the Exchange reasonably free from risk of theft, loss or (b) The registered municipal advisor
Act and Rules 17f–1 and 17f–2 destruction and that all funds are files with the Commission its annual
thereunder. The Commission finds the protected against misuse. To the extent update to Form MA required to be filed
following exemption to be in the public possible, all security holder or issuer during the applicable period of relief on
interest and consistent with the funds that remain in the custody of the or before the applicable deadline set
protection of investors and the purpose transfer agent shall be maintained in a forth in Section I; and
of Section 17A of the Exchange Act, separate bank account held for the (c) In any such annual update to its
including the prompt and accurate exclusive benefit of security holders Form MA filing, the registered
clearance and settlement of securities until such funds are properly remitted. municipal advisor must disclose that it
transactions and the safeguarding of The notification required under (a) is relying on this Order and state the
securities and funds. above shall be sent to: reasons why, in good faith, it could not
Accordingly, it is ordered, pursuant to file such annual update to Form MA on
U.S. Securities and Exchange Commission,
Sections 17A and 36 of the Exchange Division of Trading and Markets, Office of a timely basis.
Act, that any registered transfer agent Clearance and Settlement, 100 F Street NE, Registered municipal advisors who
that is unable to comply with Section Washington, DC 20549–7010 are unable to meet a deadline as
17A and Section 17(f) of the Exchange extended by this relief or in need of
Act and the rules promulgated The Commission encourages
registered transfer agents and the issuers additional assistance, should contact the
thereunder, as applicable, due to Office of Municipal Securities at (202)
Hurricane Michael and its aftermath is for whom they act to inform affected
security holders whom they should 551–5680 or munis@sec.gov.
hereby temporarily exempted from
complying with such provisions for the contact concerning their accounts, their VII. Independence—Bookkeeping or
period from and including October 10, access to funds or securities and other Other Services Related to the
2018 to November 21, 2018 where the shareholder concerns. If feasible, issuers Accounting Records or Financial
conditions below are satisfied. and their transfer agents should place a Statements of the Audit Client
notice on their websites or providing
Conditions toll free numbers to respond to The conditions in the areas affected
(a) A registered transfer agent relying inquiries. by Hurricane Michael, including
on this Order must notify the Transfer agents who are unable to displacement of individuals, the
Commission in writing by November 21, meet a deadline as extended by this destruction of property and loss or
2018 of the following: relief, or in need of additional destruction of corporate records, may
(1) The transfer agent is relying on assistance, should contact the Division require extraordinary efforts to
this Order; of Trading and Markets at (202) 551– reconstruct lost or destroyed accounting
(2) A statement of the reasons why, in 5777 or tradingandmarkets@sec.gov. records. The Commission understands
good faith, the transfer agent is unable that in these particularly challenging
VI. Filing of Annual Update to Form situations an audit client may look to its
to comply with Section 17A and Section
MA as Required by the Exchange Act auditor for assistance in reconstruction
17(f) of the Exchange Act and the rules
and the Rules Thereunder of its accounting records because of the
promulgated thereunder, as applicable;
(3) If the transfer agent knows or Section 15B of the Exchange Act and auditor’s knowledge of the client’s
believes that the books and records it is Rule 15Ba1–5(a)(1) thereunder requires financial systems and records. Under
required to maintain pursuant to each registered municipal advisor to file Section 10A(g)(1) of the Exchange Act
Section 17A and the rules thereunder with the Commission an annual update and Rule 2–01(c)(4)(i) of Regulation S–
were lost, destroyed or materially to its Form MA. For reasons similar to X, auditors are prohibited from
damaged, information, to the extent those cited in Section II, the providing bookkeeping or other services
reasonably available, as to the type of Commission believes that relief is relating to the accounting records of the
books and records that were maintained, warranted for the filing with the audit client, and in Rule 2–01(c)(4)(i) of
the names of the issuers for whom such Commission of annual updates to Form Regulation S–X, these prohibited
books and records were maintained, the MA by registered municipal advisors services are described as including
extent of the loss of, or damage to, such and that such relief is consistent with ‘‘maintaining or preparing the audit
books and records and the steps taken the public interest, the protection of client’s accounting records’’ or
to ameliorate any such loss or damage; investors and the purposes of Section ‘‘preparing or originating source data
and 15B of the Exchange Act. underlying the audit client’s financial
(4) If the transfer agent knows or Accordingly, it is so ordered, pursuant statements.’’ In light of the conditions in
believes that funds or securities to Section 15B(a)(4) of the Exchange areas affected by Hurricane Michael,
belonging to either issuers or security Act, that any registered municipal however, we believe that limited relief
holders and within its possession were, advisor is exempt from the requirement from these prohibitions is warranted for
for any reason, lost, destroyed, stolen or to file an annual update to Form MA those registrants and other persons that
unaccounted for, information, to the with the Commission, as required by are required to comply with the
extent reasonably available, regarding Section 15B of the Exchange Act and independence requirements of the
the dollar amount of any such funds and Rule 15Ba1–5(a)(1) thereunder, where federal securities laws and the
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the number of such securities and the the conditions below are satisfied. Commission’s rules and regulations
steps taken to ameliorate any such loss; thereunder and that are affected by
Conditions those conditions. The Commission finds
and
(b) Transfer agents that have custody (a) The registered municipal advisor the following exemption to be necessary
or possession of any security holder or is not able to fulfill its obligation to file and appropriate in the public interest
issuer funds or securities shall use all an annual update to the registered and consistent with the protection of
reasonable means available to ensure municipal advisor’s Form MA within 90 investors.

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Document Created: 2018-10-20 01:50:05
Document Modified: 2018-10-20 01:50:05
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 53326