[Federal Register Volume 79, Number 187 (Friday, September 26, 2014)]
[Notices]
[Pages 57935-57936]
[FR Doc No: 2014-22986]

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DEPARTMENT OF HEALTH AND HUMAN SERVICES

Food and Drug Administration

[Docket No. FDA-2011-N-0075]

Agency Information Collection Activities; Submission for Office
of Management and Budget Review; Comment Request; Good Laboratory
Practice Regulations for Nonclinical Studies

AGENCY: Food and Drug Administration, HHS.

ACTION: Notice.

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SUMMARY: The Food and Drug Administration (FDA) is announcing that a
proposed collection of information has been submitted to the Office of
Management and Budget (OMB) for review and clearance under the
Paperwork Reduction Act of 1995 (PRA).

DATES: Fax written comments on the collection of information by October
27, 2014.

ADDRESSES: To ensure that comments on the information collection are
received, OMB recommends that written comments be faxed to the Office
of Information and Regulatory Affairs, OMB, Attn: FDA Desk Officer,
FAX:<PHONE_NUMBER>, or emailed to<EMAIL_ADDRESS>
All comments should be identified with the OMB control number 0910-
0119. Also include the FDA docket number found in brackets in the
heading of this document.

FOR FURTHER INFORMATION CONTACT: FDA PRA Staff, Office of Operations,
Food and Drug Administration, 8455 Colesville Rd., COLE-14526, Silver
Spring, MD 20993-0002<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: In compliance with 44 U.S.C. 3507, FDA has
submitted the following proposed collection of information to OMB for
review and clearance.

Good Laboratory Practice Regulations for Nonclinical Studies--21 CFR
Part 58 (OMB Control Number 0910-0119)--Extension

    Sections 409, 505, 512, and 515 of the Federal Food, Drug, and
Cosmetic Act (21 U.S.C. 348, 355, 360b, 360e) and related statutes
require manufacturers of food additives, human drugs and biological
products, animal drugs, and medical devices to demonstrate the safety
and utility of their product by submitting applications to FDA for
research or marketing permits. Such applications contain, among other
important items, full reports of all studies done to demonstrate
product safety in man and/or other animals. In order to ensure adequate
quality control for these studies and to provide an adequate degree of
consumer protection, the Agency issued good laboratory practice (GLP)
regulations for nonclinical laboratory studies in part 58 (21 CFR part
58). The regulations specify minimum standards for the proper conduct
of safety testing and contain sections on facilities, personnel,
equipment, standard operating procedures (SOPs), test and control
articles, quality assurance, protocol and conduct of a safety study,
records and reports, and laboratory disqualification.
    Part 58 requires testing facilities engaged in conducting
toxicological studies to retain, and make available to regulatory
officials, records regarding compliance with GLPs. Records are
maintained on file at each testing facility and examined there
periodically by FDA inspectors. The GLP regulations

require that, for each nonclinical laboratory study, a final report be
prepared that documents the results of quality assurance unit
inspections, test and control article characterization, testing of
mixtures of test and control articles with carriers, and an overall
interpretation of nonclinical laboratory studies. The GLP regulations
also require written records pertaining to: (1) Personnel job
descriptions and summaries of training and experience; (2) master
schedules, protocols and amendments thereto, inspection reports, and
SOPs; (3) equipment inspection, maintenance, calibration, and testing
records; (4) documentation of feed and water analyses, and animal
treatments; (5) test article accountability records; and (6) study
documentation and raw data.
    Recordkeeping is necessary to document the conduct of nonclincial
laboratory studies of FDA-regulated products to ensure the quality and
integrity of the resulting final study report on which a regulatory
decision may be based. Written SOPs and records of actions taken are
essential for testing facilities to implement GLPs effectively.
Further, they are essential for FDA to be able to determine a testing
facility's compliance with the GLP regulations in part 58.
    Description of Respondents: The likely respondents collecting this
information are contract laboratories, sponsors of FDA-regulated
products, universities, or government agencies.
    In the Federal Register of June 12, 2014 (79 FR 33755), FDA
published a 60-day notice requesting public comment on the proposed
collection of information. No comments were received. On its own
initiative, however, the Agency is now including two burden tables
rather than only the one included in its 60-day notice. While this does
not change the Agency's burden estimate, FDA believes that
distinguishing between reporting elements and recordkeeping elements
more clearly reflects the requirements associated with this information
collection.
    FDA estimates the burden of this collection of information as
follows:

                                                     Table 1--Estimated Annual Reporting Burden \1\
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                                                                                Number of
                      21 CFR section                           Number of        responses per       Total annual      Average burden      Total hours
                                                              respondents         respondent         responses         per response
--------------------------------------------------------------------------------------------------------------------------------------------------------
58.35(b)(7); Quality assurance unit......................                300              60.25             18,075                  1             18,075
58.185; Reporting of nonclinical laboratory study results                300              60.25             18,075              27.65            499,774
                                                          ----------------------------------------------------------------------------------------------
    Total................................................  .................  .................  .................  .................            517,849
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\1\ There are no capital costs or operating and maintenance costs associated with this collection of information.

                                                   Table 2--Estimated Annual Recordkeeping Burden \1\
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                                                               Number of      Number of records     Total annual      Average burden
                      21 CFR Section                         recordkeepers     per recordkeeper       records       per recordkeeping     Total hours
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58.29(b); Personnel......................................                300                 20              6,000  0.21 (13 minutes)              1,260
58.35(b)(1)-(b)(6) and (c); Quality assurance unit.......                300             270.76             81,228               3.36            272,926
58.63(b) and (c); Maintenance and calibration of                         300                 60             18,000    .09 (5 minutes)              1,620
 equipment...............................................
58.81(a)-(c); SOPs.......................................                300              301.8             90,540   0.14 (8 minutes)             12,676
58.90(c) and (g); Animal care............................                300               62.7             18,810   0.13 (8 minutes)              2,445
58.105(a) and (b); Test and control article                              300                  5              1,500               11.8             17,700
 characterization........................................
58.107(d); Test and control article handling.............                300                  1                300               4.25              1,275
58.113(a); Mixtures of articles with carriers............                300              15.33              4,599                6.8             31,273
58.120; Protocol.........................................                300              15.38              4,614               32.7            150,878
58.195; Retention of records.............................                300              251.5             75,450                3.9            294,255
                                                          ----------------------------------------------------------------------------------------------
    Total................................................  .................  .................  .................  .................            786,308
--------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ There are no capital costs or operating and maintenance costs associated with this collection of information.

    Dated: September 23, 2014.
Leslie Kux,
Assistant Commissioner for Policy.
[FR Doc. 2014-22986 Filed 9-25-14; 8:45 am]
BILLING CODE 4164-01-P


[Federal Register Volume 85, Number 81 (Monday, April 27, 2020)]
[Notices]
[Pages 23393-23396]
[FR Doc No: 2020-08814]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88716; File No. SR-NASDAQ-2020-001]

Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Order
Approving a Proposed Rule Change To Modify the Delisting Process for
Securities With a Bid Price at or Below $0.10 and for Securities That
Have Had One or More Reverse Stock Splits With a Cumulative Ratio of
250 Shares or More to One Over the Prior Two-Year Period

April 21, 2020.

I. Introduction

    On January 2, 2020, The Nasdaq Stock Market LLC (``Exchange'' or
``Nasdaq'') filed with the Securities and Exchange

Commission (``Commission''), pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4
thereunder,\2\ a proposed rule change to modify the delisting process
for securities with a bid price at or below $0.10 in certain
circumstances as described below and for securities that have had one
or more reverse stock splits with a cumulative ratio of 250 shares or
more to one over the prior two-year period. The proposed rule change
was published for comment in the Federal Register on January 22,
2020.\3\ On March 5, 2020, pursuant to Section 19(b)(2) of the Act,\4\
the Commission designated a longer period within which to approve the
proposed rule change, disapprove the proposed rule change, or institute
proceedings to determine whether to disapprove the proposed rule
change.\5\ The Commission received no comment letters on the proposed
rule change. This order approves the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 87982 (January 15,
2020), 85 FR 3736.
    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 88325, 85 FR 14264
(March 11, 2020). The Commission designated April 21, 2020 as the
date by which the Commission shall approve or disapprove, or
institute proceedings to determine whether to disapprove, the
proposed rule change.
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II. Description of the Proposal

    The Exchange has proposed to modify its delisting process for
securities with a closing bid price at or below $0.10 for ten
consecutive trading days during any bid price compliance period and for
securities that have had one or more reverse stock splits with a
cumulative ratio of 250 shares or more to one over the prior two-year
period (i.e., in cases where following such reverse stock split(s) an
investor would hold one share for every 250 shares or more owned at the
start of the two-year period).
    Nasdaq's current rules require that primary equity securities,
preferred stocks, and secondary classes of common stock maintain a
minimum bid price of at least $1.00 per share for continued listing.\6\
Under Rule 5810(c)(3)(A), a security is considered deficient with this
bid price requirement if its bid price closes below $1.00 for a period
of 30 consecutive business days. Under Nasdaq Rule 5810(c)(3)(A), a
company with a bid price deficiency has 180 calendar days from
notification of the deficiency to regain compliance. A company
generally can regain compliance with the bid price requirement by
maintaining a $1.00 closing bid price for a minimum of ten consecutive
business days during the 180-day compliance period.\7\ Under Rule
5810(c)(3)(A)(ii), a company that lists its security on the Nasdaq
Capital Market, or transfers its listing to that market, may be
eligible for a second 180 calendar day period to regain compliance,
provided that on the last day of the first compliance period the
company meets the market value of publicly held shares requirement for
continued listing as well as all other applicable standards for initial
listing (except for the bid price requirement) on the Nasdaq Capital
Market and notifies the Exchange of its intent to cure the bid price
deficiency.\8\ If a company is able to avail itself of this second 180-
day bid price compliance period when listed on, or transferring to,
Nasdaq's Capital Market, the total compliance period to cure a bid
price deficiency would be up to 360 calendar days.\9\
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    \6\ See Rules 5450(a)(1), 5460(a)(3), 5550(a)(2), and
5555(a)(1).
    \7\ Under Rule 5810(c)(3)(G), Nasdaq staff could extend this
ten-day period to a maximum of 20 days.
    \8\ If it does not appear to Nasdaq that it is possible for the
company to cure the deficiency with the bid price requirement, it
will not be eligible for this second 180-day period to achieve
compliance. See Rule 5810(c)(3)(A)(ii). See also Rule
5810(c)(3)(A)(i), which describes the conditions for a company
transferring from the Nasdaq Global Market to the Nasdaq Capital
Market to avail itself of the additional 180-day compliance period
set forth in Rule 5810(c)(3)(A)(ii).
    \9\ See Notice, supra note 3, 85 FR at 3737. See also Rule
5810(c)(3)(A).
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    According to the Exchange, it believes that there are certain
situations where a company may be facing more serious issues for which
a compliance period of up to 360 days may not be appropriate.\10\ The
Exchange stated that these situations involve securities with very low
prices (as proposed, at or below $0.10) and securities where the
company has completed one or more reverse stock splits over the prior
two-year period that, when considered cumulatively, result in a ratio
of 250 shares or more to one and then fails to satisfy the bid price
requirement. According to the Exchange, the challenges facing the
company in these situations are generally not temporary and may be so
severe that the company is not likely to regain compliance within the
prescribed compliance period.\11\ The Exchange also stated that these
companies often become subject to delisting for other reasons during
the compliance periods.\12\ Accordingly, the Exchange has proposed to
modify its listing rules so that companies that fit into the categories
specified above are subject to shortened compliance periods, which, in
the Exchange's view, could lead to earlier delisting and enhanced
review procedures.
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    \10\ See Notice, supra note 3, 85 FR at 3737.
    \11\ See id.
    \12\ See id.
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    With respect to securities with very low prices, the Exchange has
proposed to modify its listing rules to provide that a company in any
bid price compliance period under Rule 5810(c)(3)(A) as described above
(i.e., the company's security has already traded below $1.00 for thirty
consecutive business days) will immediately receive a Staff Delisting
Determination if the security has a closing bid price of $0.10 or less
for a period of ten consecutive trading days, which would end any
otherwise applicable compliance period.\13\ The Exchange also has
proposed to amend its rules to not permit a company to avail itself of
any bid price compliance periods under Rule 5810(c)(3)(A), and instead
require the issuance of a Staff Delisting Determination, if a company
falls out of compliance with the $1.00 minimum bid price after
completing one or more reverse stock splits resulting in a cumulative
ratio of 250 shares or more to one over the two-year period immediately
prior to such non-compliance.\14\ According to the Exchange, it
believes it would be inappropriate to permit such securities to remain
listed while relying on very large reverse stock splits to maintain
compliance with the $1.00 minimum bid price.\15\
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    \13\ The Exchange noted that such a company could request review
of the Staff Delisting Determination by a Hearings Panel, and the
Hearings Panel could grant the company additional time to complete a
reverse stock split or otherwise regain compliance. See id. See also
infra note 16 and accompanying text, noting that the Hearings Panel
can grant up to an additional 180 days.
    \14\ The Exchange stated, for example, that a company could
effect a reverse stock split in a ratio of 25 shares to one,
followed within the two-year period by a second reverse stock split
in a ratio of ten shares to one, resulting in a cumulative ratio of
250 shares to one. See Notice, supra note 3, 85 FR at 3737 n.7.
Alternatively, a company could affect three reverse stock splits in
the two-year period, with ratios of ten shares to one, five shares
to one, and five shares to one, respectively, resulting in a
cumulative ratio of 250 shares to one. See id.
    \15\ See id. at 3737. See also supra note 13 (noting that the
Hearings Panel could grant the company up to an additional 180
days).
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    The Exchange stated that a company that is not eligible for a
compliance period under the proposed rule change would receive a Staff
Delisting Determination, which it could appeal to a Hearings Panel. The
Hearings Panel could grant the company an exception to remain listed
for a period not to exceed 180 days from the date of the Staff
Delisting Determination if, according to the Exchange, it believes the
company will be able to achieve and maintain compliance with the bid
price

requirement.\16\ However, the Exchange also proposed to modify its
listing rules so that following such a Hearings Panel exception the
company would be subject to the procedures applicable to a company with
recurring deficiencies as described in Rule 5815(d)(4)(B). As a result,
if within one year of the date a company regained compliance (i.e., in
those cases where the company was not granted a compliance period under
proposed Rule 5810(c)(3)(A)(iii) and (iv) but the Hearings Panel had
granted an exception during which time the company came into
compliance) the company again fails to maintain compliance with the bid
price requirement, the company would not be eligible for a compliance
period and instead the Listing Qualifications Department will issue a
Staff Delisting Determination, which can be appealed to the Hearings
Panel.
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    \16\ See Rule 5815(c)(1)(A).
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    The Exchange has proposed to begin to implement the proposed rule
change for companies that first receive notification of non-compliance
with the bid price requirement after the date of this approval order.
Accordingly, a company that has already received notification of such
non-compliance would be permitted to regain compliance under the
existing rule, in the manner that the notification of non-compliance
would have described.\17\
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    \17\ See Notice, supra note 3, 85 FR at 3738. The Exchange noted
in its proposal that under Rule 5810(c)(3)(A)(ii), a company is not
eligible for the second compliance period ``if it does not appear to
Nasdaq that it is possible for the Company to cure the deficiency.''
See id. at 3738 n.8. The Exchange stated that, as is currently the
case, it may rely upon this language to deny the second compliance
period to a company with a very low stock price or that has engaged
in significant prior reverse stock splits, even though the company
is not yet subject to the proposed rule change. See id. See also
Rule 5810(c)(3)(A)(i), which states that following a transfer from
Nasdaq Global Market to Capital Market a company will be afforded
the remainder of the applicable compliance period in Rule
5810(c)(3)(A)(ii) ``unless it does not appear to Nasdaq that it is
possible for the Company to cure the deficiency.''
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III. Discussion and Commission Findings

    After careful review, the Commission finds that the proposed rule
change is consistent with the requirements of the Act and the rules and
regulations thereunder applicable to a national securities
exchange.\18\ In particular, the Commission finds that the proposed
rule change is consistent with Section 6(b)(5) of the Act,\19\ which
requires, among other things, that the rules of a national securities
exchange be designed to prevent fraudulent and manipulative acts and
practices, to promote just and equitable principles of trade, to remove
impediments to and perfect the mechanism of a free and open market and
a national market system, and, in general, to protect investors and the
public interest; and are not designed to permit unfair discrimination
between customers, issuers, brokers, or dealers. In addition, the
Commission finds that the proposed rule change is consistent with
Section 6(b)(7) of the Act,\20\ which requires, among other things,
that the rules of a national securities exchange provide a fair
procedure for the prohibition or limitation by the exchange of any
person with respect to access to services offered by the exchange.
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    \18\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
    \19\ 15 U.S.C. 78f(b)(5).
    \20\ 15 U.S.C. 78f(b)(7).
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    The development and enforcement of meaningful listing standards
\21\ for an exchange is of critical importance to financial markets and
the investing public. Among other things, such listing standards help
ensure that exchange-listed companies will have sufficient public
float, investor base, and trading interest to provide the depth and
liquidity to promote fair and orderly markets.\22\ Meaningful listing
standards are also important given investor expectations regarding the
nature of securities that have achieved an exchange listing and the
role of an exchange in overseeing its market and assuring compliance
with its listing standards.\23\
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    \21\ The Commission notes that this reference to ``listing
standards'' is referring to both initial and continued listing
standards.
    \22\ The Commission has consistently recognized the importance
of exchange listing standards. Among other things, listing standards
provide the means for an exchange to screen issuers that seek to
become listed and to provide listed status only to those that are
bona fide companies with sufficient public float, investor base, and
trading interest likely to generate depth and liquidity sufficient
to promote fair and orderly markets. In addition, once a security
has been approved for initial listing, maintenance criteria allow an
exchange to monitor the status and trading characteristics of that
issue to ensure that it continues to meet the exchange's standards
for market depth and liquidity so that fair and orderly markets can
be maintained. See, e.g., Securities Exchange Act Release Nos. 81856
(October 11, 2017), 82 FR 48296, 48298 (October 17, 2017) (SR-NYSE-
2017-31); 81079 (July 5, 2017), 82 FR 32022, 32023 (July 11, 2017)
(SR-NYSE-2017-11). The Commission notes that, in general, adequate
listing standards, by promoting fair and orderly markets, are
consistent with Section 6(b)(5) of the Act, in that they are, among
other things, designed to prevent fraudulent and manipulative acts
and practices, promote just and equitable principles of trade, and
protect investors and the public interest. See, e.g., Securities
Exchange Act Release No. 80933 (June 15, 2017), 82 FR 28200 (June
20, 2017) (SR-NYSE-2017-30).
    \23\ See supra note 22.
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    The proposed amendments would shorten the compliance periods
available to listed companies to cure a bid price deficiency in certain
circumstances, which could lead to earlier delisting of the company. In
particular, rather than being able to take advantage of the compliance
periods under the Exchange's rules of 180 calendar days or 360 calendar
days for companies that so qualify, companies in a bid price compliance
period that have a closing bid price at or below $0.10 for ten
consecutive trading days would have that compliance period end and be
issued an immediate Staff Delisting Determination, which could then be
appealed. Similarly, companies that have had reverse stock splits with
a cumulative ratio of 250 shares to one over the prior two-year period
would not be able to take advantage of any of the compliance periods
under Rule 5810(c)(3)(A) if they fail the bid price requirement and the
company would receive an immediate Staff Delisting Determination, which
could then be appealed.
    The Exchange noted in its proposal that the compliance periods are
designed to allow adequate time for a company that faces temporary
business issues, temporary decreases in the market value of its
securities, or temporary market conditions to come back into compliance
with a bid price deficiency.\24\ According to the Exchange, however, in
those situations where securities have a very low security price (i.e.,
$0.10 or below) or the company has undertaken large reverse stock
splits over a two-year period but then fails the bid price requirement,
a compliance period of up to 360 calendar days may not be appropriate.
The Exchange has found that companies meeting such criteria often have
problems so severe that they are not likely to regain compliance during
either the 180 or 360 calendar day compliance periods. In Nasdaq's
experience, such companies are not usually experiencing temporary
problems, have other compliance issues, and frequently need to raise
additional capital to fund their business operations and often do so by
engaging in extremely dilutive transactions. The Commission believes
that, in such circumstances, there are investor protection concerns
with allowing the securities identified in the Exchange's proposal to
have an extended period of time to regain compliance with the bid

price requirement, as provided under Nasdaq's current rules, prior to
commencing delisting proceedings. The Commission believes that
shortening the available compliance periods in the described
situations, and immediately commencing delisting proceedings, should
therefore help to ensure that only those securities that are suitable
for continued Exchange trading remain listed on the Exchange.
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    \24\ See Notice, supra note 3, 85 FR at 3737.
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    Further, the low-priced stocks identified in the criteria raise
concerns about their susceptibility to manipulation and the prevention
of fraudulent and manipulative acts and practices as well as the
ability to promote fair and orderly markets on the Exchange in such
securities. As Nasdaq stated in its proposal, securities listed on the
Exchange are exempt from the Penny Stock Rules, which provide enhanced
investor protections, among other things, to prevent fraud and
safeguard against potential market manipulation.\25\ The Exchange
stated in support of its proposal that it believes such exemption may
not be appropriate for abnormally low-priced securities and securities
that are trading below $1.00 after completing one or more reverse stock
splits with a cumulative ratio of 250 shares to one or more over the
prior two-year period because these securities, in the Exchange's view,
may have similar characteristics to penny stocks.\26\ Given the
historical concerns regarding penny stocks, the Commission believes
Nasdaq's proposal to commence delisting proceedings sooner in the
process for those companies meeting the criteria identified in the
proposed rule that fail to satisfy the bid price requirement is
appropriate.
---------------------------------------------------------------------------

    \25\ See 17 CFR 240.3a51-1(a)(1); 17 CFR 240.15g-1 to -9. In
particular, the Penny Stock Rules provide protections to investors
in low-priced stocks requiring, among other things, that broker-
dealers provide a disclosure document to their customers describing
the risk of investing in penny stocks and approve customer accounts
for transactions in penny stocks.
    \26\ See Notice, supra note 3, 85 FR at 3738.
---------------------------------------------------------------------------

    The Commission also notes that companies that have shortened
compliance periods as a result of the proposed changes being approved
herein will still be able to appeal the Staff Delisting Determination
to the Hearings Panel.\27\ The Hearings Panel, as noted above, can
grant the company an additional 180 days to comply with the bid price
requirement should the Hearings Panel determine that the facts warrant
such additional time. The Commission believes that the shortening of
the 180 or 360 calendar day period to regain compliance with a bid
price deficiency in the situations described above is appropriate in
light of the need to protect investors and the public interest and that
the Hearings Panel review process should continue, as it currently
does, to provide a fair procedure for the review of the Staff Delisting
Determination in accordance with Section 6(b)(7) of the Act.
---------------------------------------------------------------------------

    \27\ A timely request for a hearing shall ordinarily stay the
suspension and delisting action pending the issuance of a written
Panel Decision. See Rule 5815(A)(1)(b).
---------------------------------------------------------------------------

    Finally, the Commission notes that, for the same reasons discussed
above, it is appropriate and consistent with the protection of
investors for Nasdaq to amend its recurring deficiency provisions to
include companies that fall out of compliance with the bid price
requirement within a year of regaining such compliance after being
granted an exception from the Hearings Panel, in those cases where such
companies were previously not eligible for a compliance period due to a
low stock price or excessive reverse stock splits. The Commission
believes it is reasonable for the Exchange to determine that such
recurrent violators of the bid price requirement may not be able to
regain compliance during the compliance periods and as such should be
subject to an immediate Staff Delisting Determination, which can then
be appealed to the Hearings Panel.\28\
---------------------------------------------------------------------------

    \28\ See Notice, supra note 3, 85 FR at 3738.
---------------------------------------------------------------------------

    The Exchange's proposal identifies securities listed on its market
that have had serious and recurrent issues in meeting and regaining
compliance with the $1.00 bid price continued listing requirement and
proposes to prohibit such companies from utilizing the compliance
periods and instead commence immediate delisting proceedings. This
should help to protect investors and the public interest, while at the
same time providing a fair procedure for companies to appeal the Staff
Delisting Determination to the Hearings Panel. Based on the above, the
Commission believes that the proposed rule change can help to ensure
that the Exchange lists only securities with a sufficient market, with
adequate depth and liquidity, and with sufficient investor interest to
support an exchange listing.
    Based on the foregoing, the Commission finds that the proposed rule
change is consistent with the Act.

IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\29\ that the proposed rule change (SR-NASDAQ-2020-001) be, and
hereby is, approved.
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    \29\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\30\
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    \30\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-08814 Filed 4-24-20; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 86, Number 35 (Wednesday, February 24, 2021)]
[Notices]
[Pages 11341-11343]
[FR Doc No: 2021-03715]

=======================================================================
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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 34197; 812-15130]

Columbia Funds Series Trust, et al.

February 18, 2021.
AGENCY:  Securities and Exchange Commission (``Commission'').

ACTION:  Notice of an application under Section 6(c) of the Investment
Company Act of 1940 (``Act'') for an exemption from Section 15(c) of
the Act.

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    Applicants: Columbia Funds Series Trust, Columbia Funds Series
Trust I, Columbia Funds Series Trust II, Columbia Funds Variable
Insurance Trust, Columbia Funds Variable Series Trust II, Columbia ETF
Trust I and Columbia ETF Trust II (each a ``Trust''), each of which is
either a Massachusetts business trust or a Delaware statutory trust and
is registered under the Act as an open-end management investment
company with multiple series, and Columbia Management Investment
Advisers, LLC (``Adviser''), a Minnesota limited liability company
registered as an investment adviser under the Investment Advisers Act
of 1940 (``Advisers Act'') that serves an investment adviser to such
series (collectively the ``Applicants'').
    Summary of Application: The requested exemption would permit each
Trust's board of trustees (the ``Board'') to approve new sub-advisory
agreements and material amendments to existing sub-advisory agreements
for the Subadvised Series (as defined below), without complying with
the in-person meeting requirement of Section 15(c) of the Act.
    Filing Dates: The application was filed on May 26, 2020, and
amended on September 24, 2020 and November 10, 2020.
    Hearing or Notification of Hearing: An order granting the requested
relief will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by emailing the Commission's
Secretary at<EMAIL_ADDRESS>and serving applicants with a
copy of the request by email. Hearing requests should be received by
the Commission by 5:30 p.m. on March 15, 2020, and should be
accompanied by proof of service on applicants, in the form of an
affidavit or, for lawyers, a certificate of service. Pursuant to rule
0-5 under the Act, hearing requests should state the nature of the
writer's interest, any facts bearing upon the desirability of a hearing
on the matter, the reason for the request, and the issues contested.
Persons who wish to be notified of a hearing may request notification
by emailing the Commission's Secretary at<EMAIL_ADDRESS>
ADDRESSES:  The Commission<EMAIL_ADDRESS>Applicants:
Columbia Funds Series Trust; Columbia Funds Series Trust I; Columbia
Funds Series Trust II; Columbia Funds Variable Insurance Trust;
Columbia Funds Variable Series Trust II; Columbia ETF Trust I; Columbia
ETF Trust II; and Columbia Management Investment Advisers, LLC, c/o
Ryan C. Larrenaga, Columbia Management Investment Advisers, LLC,
<EMAIL_ADDRESS>
FOR FURTHER INFORMATION CONTACT:  Harry Eisenstein, Senior Special
Counsel, at<PHONE_NUMBER>, or Kaitlin C. Bottock, Branch Chief, at
(202) 551-6821 (Division of Investment Management, Chief Counsel's
Office).

SUPPLEMENTARY INFORMATION:  The following is a summary of the
application. The complete application may be obtained via the
Commission's website by searching for the file number or an Applicant
using the ``Company'' name box, at http://www.sec.gov/search/search.htm
or by calling<PHONE_NUMBER>.

I. Requested Exemptive Relief

    1. Applicants request an exemption from Section 15(c) of the Act to
permit the Board,\1\ including the Independent Trustees,\2\ to approve
an agreement (each a ``Sub-Advisory Agreement'') pursuant to which a
sub-adviser manages all or a portion of the assets of one or more of
the series, or a material amendment thereof (a ``Sub-Adviser Change''),
without complying with the in-person meeting requirement of Section
15(c).\3\ Under the requested relief, the Independent Trustees could
instead approve a Sub-Adviser Change at a meeting at which members of
the Board participate by any means of communication that allows them to
hear each other simultaneously during the meeting.
---------------------------------------------------------------------------

    \1\ The term ``Board'' also includes the board of trustees or
directors of a future Subadvised Series (as defined below).
    \2\ The term ``Independent Trustees'' means the members of the
Board who are not parties to the Sub-Advisory Agreement (as defined
below), or ``interested persons'', as defined in Section 2(a)(19) of
the Act, of any such party.
    \3\ Applicants do not request relief that would permit the Board
and the Independent Trustees to approve renewals of Sub-Advisory
Agreements at non-in-person meetings.
---------------------------------------------------------------------------

    2. Applicants request that the relief apply to Applicants, as well
as to any future series of the Trust and any other existing or future
registered open-end management investment company or series thereof
that intends to rely on the requested order in the future and that: (i)
Is advised by the Adviser; \4\ (ii) uses the multi-manager structure
described in the application; and (iii) complies with the terms and
conditions of the application (each, a ``Subadvised Series'').\5\
---------------------------------------------------------------------------

    \4\ The term ``Adviser'' includes (i) the Adviser or its
successors, and (ii) any entity controlling, controlled by or under
common control with, the Adviser or its successors. For the purposes
of the requested order, ``successor'' is limited to an entity or
entities that result from a reorganization into another jurisdiction
or a change in the type of business organization.
    \5\ The term ``Subadvised Series'' also includes a wholly-owned
subsidiary, as defined in the Act, of a Subadvised Series (each a
``Subsidiary'') and the term ``Sub-Adviser'' includes any Sub-
Adviser to a Subsidiary. All registered open-end investment
companies that currently intend to rely on the requested order are
named as applicants. Any entity that relies on the requested order
will do so only in accordance with the terms and conditions
contained in the application.
---------------------------------------------------------------------------

II. Management of the Subadvised Series

    3. The Adviser will serve as the investment adviser to each
Subadvised Series pursuant to an investment advisory agreement with the
Trust (each an ``Investment Management Agreement''). The Adviser,
subject to the oversight of the Board, will provide

continuous investment management services to each Subadvised Series.
Applicants are not seeking an exemption from the Act with respect to
the Investment Management Agreements.
    4. Applicants state that the Subadvised Series may seek to provide
exposure to multiple strategies across various asset classes, thus
allowing investors to more easily access such strategies without the
additional transaction costs and administrative burdens of investing in
multiple funds to seek to achieve comparable exposures.
    5. To that end, the Adviser may achieve its desired exposures to
specific strategies by allocating discrete portions of the Subadvised
Series' assets to various sub-advisers. Consistent with the terms of
each Investment Management Agreement and subject to the Board's
approval,\6\ the Adviser would delegate management of all or a portion
of the assets of a Subadvised Series to a sub-adviser.\7\ Each sub-
adviser would be an ``investment adviser'' to the Subadvised Series
within the meaning of Section 2(a)(20) of the Act.\8\ The Adviser would
retain overall responsibility for the management and investment of the
assets of each Subadvised Series.
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    \6\ A Sub-Advisory Agreement may also be subject to approval by
a Subadvised Series' shareholders. Applicants currently rely on a
multi-manager exemptive order to enter into and materially amend
Sub-Advisory Agreements without obtaining shareholder approval. See
Columbia Funds Series Trust, et al., Investment Company Act Release
Nos. 33495 (May 30, 2019) (notice) and 33519 (June 26, 2019)
(order).
    \7\ A sub-adviser may manage the assets of a Subadvised Series
directly or provide the Adviser with model portfolio or investment
recommendation(s) that would be utilized in connection with the
management of a Subadvised Series.
    \8\ Each sub-adviser would be registered with the Commission as
an investment adviser under the Advisers Act or not subject to such
registration.
---------------------------------------------------------------------------

III. Applicable Law

    6. Section 15(c) of the Act prohibits a registered investment
company having a board from entering into, renewing or performing any
contract or agreement whereby a person undertakes regularly to act as
an investment adviser (including a sub-adviser) to the investment
company, unless the terms of such contract or agreement and any renewal
thereof have been approved by the vote of a majority of the investment
company's board members who are not parties to such contract or
agreement, or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval.
    7. Section 6(c) of the Act provides that the Commission may exempt
any person, security, or transaction or any class or classes of
persons, securities, or transactions from any provisions of the Act, or
any rule thereunder, if 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 Act.
Applicants state that the requested relief meets this standard for the
reasons discussed below.

IV. Arguments in Support of the Requested Relief

    8. Applicants assert that boards of registered investment
companies, including the Board, typically hold in-person meetings on a
quarterly basis. Applicants state that during the three to four month
period between board meeting dates, market conditions may change or
investment opportunities may arise such that the Adviser may wish to
make a Sub-Adviser Change. Applicants also state that at these moments
it may be impractical and costly to hold an additional in-person Board
meeting, especially given the geographic diversity of Board members and
the additional cost of holding in-person meetings.
    9. As a result, Applicants believe that the requested relief would
allow the Subadvised Series to operate more efficiently. In particular,
Applicants assert that without the delay inherent in holding in-person
Board meetings (and the attendant difficulty of obtaining the necessary
quorum for, and the additional costs of, an unscheduled in-person Board
meeting), the Subadvised Series would be able to act quicker and with
less expense to add or replace sub-advisers when the Board and the
Adviser believe that a Sub-Adviser Change would benefit the Subadvised
Series.
    10. Applicants also note that the in-person meeting requirement in
Section 15(c) of the Act was designed to prohibit absentee approval of
advisory agreements. Applicants state that condition 1 to the requested
relief is designed to avoid such absentee approval by requiring that
the Board approve a Sub-adviser Change at a meeting where all
participating Board members can hear each other and be heard by each
other during the meeting.\9\
---------------------------------------------------------------------------

    \9\ Applicants state that technology that includes visual
capabilities will be used unless unanticipated circumstances arise.
Applicants also state that the Board could not rely upon the relief
to approve a Sub-Advisory Agreement by written consent or another
form of absentee approval by the Board.
---------------------------------------------------------------------------

    11. Applicants, moreover, represent that the Board would conduct
any such non-in-person consideration of a Sub-Advisory Agreement in
accordance with its typical process for approving Sub-Advisory
Agreements. Consistent with Section 15(c) of the Act, the Board would
request and evaluate such information as may reasonably be necessary to
evaluate the terms of any Sub-Advisory Agreement, and the Adviser and
sub-adviser would provide such information.
    12. Finally, Applicants note that that if one or more Board members
request that a Sub-Adviser Change be considered in-person, then the
Board would not be able to rely on the relief and would have to
consider the Sub-Adviser Change at an in-person meeting.

V. Applicants' Conditions

    Applicants agree that any order granting the requested relief will
be subject to the following conditions:
    1. The Independent Trustees will approve a Sub-Adviser Change at a
non-in-person meeting in which Board members may participate by any
means of communication that allows those Board members participating to
hear each other simultaneously during the meeting.
    2. Management will represent that the materials provided to the
Board for the non-in-person meeting include the same information the
Board would have received if a Sub-Adviser Change were sought at an in-
person Board meeting.
    3. The notice of the non-in-person meeting will explain the need
for considering the Sub-Adviser Change at a non-in-person meeting. Once
notice of the non-in-person meeting to consider a Sub-Adviser Change is
sent, Board members will be given the opportunity to object to
considering the Sub-Adviser Change at a non-in-person Board meeting. If
a Board member requests that the Sub-Adviser Change be considered in-
person, the Board will consider the Sub-Adviser Change at an in-person
meeting, unless such request is rescinded.
    4. A Subadvised Series' ability to rely on the requested relief
will be disclosed in the Subadvised Series' registration statement.
    5. In the event that the Commission adopts a rule under the 1940
Act providing substantially similar relief to that in the order
requested in the Application, the requested order will expire on the
effective date of that rule.

    For the Commission, by the Division of Investment Management,
under delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-03715 Filed 2-23-21; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 87, Number 69 (Monday, April 11, 2022)]
[Rules and Regulations]
[Pages 21015-21018]
[FR Doc No: 2022-07196]

=======================================================================
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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 211

[Release No. SAB 121]

Staff Accounting Bulletin No. 121

AGENCY: Securities and Exchange Commission.

ACTION: Publication of staff accounting bulletin.

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SUMMARY: This staff accounting bulletin expresses the views of the
staff regarding the accounting for obligations to safeguard crypto-
assets an entity holds for platform users.

DATES: Effective April 11, 2022.

FOR FURTHER INFORMATION CONTACT: Karmen Ward, Professional Accounting
Fellow, Office of the Chief Accountant at<PHONE_NUMBER>, or Todd E.
Hardiman, Associate Chief Accountant, Division of Corporation Finance
at<PHONE_NUMBER>, Securities and Exchange Commission, 100 F Street NE,
Washington, DC 20549.

SUPPLEMENTARY INFORMATION: The statements in staff accounting bulletins
are not rules or interpretations of the Commission, nor are they
published as bearing the Commission's official approval. They represent
staff interpretations and practices followed by the staff in the
Division of Corporation Finance and the Office of the Chief Accountant
in administering the disclosure requirements of the federal securities
laws.

    Dated: March 31, 2022.
J. Matthew DeLesDernier,
Assistant Secretary.

    Accordingly, Part 211 of Title 17 of the Code of Federal
Regulations is amended as follows:

PART 211--INTERPRETATIONS RELATING TO FINANCIAL REPORTING MATTERS

0
1. The authority citation for 17 CFR 211 continues to read as follows:

    Authority: 15 U.S.C. 77g, 15 U.S.C. 77s(a), 15 U.S.C. 77aa(25)
and (26), 15 U.S.C. 78c(b), 15 U.S.C. 78l(b), 15 U.S.C. 78m(b), 15
U.S.C. 80a-8, 15 U.S.C. 80a-29(e), 15 U.S.C. 80a-30, and 15 U.S.C.
80a-37(a).

0
2. Amend the table in subpart B by adding an entry for Staff Accounting
Bulletin No. 121 at the end of the table to read as follows:

Subpart B--Staff Accounting Bulletins

----------------------------------------------------------------------------------------------------------------
                Subject                 Release No.                Date                 Fed. Reg. vol. and page
----------------------------------------------------------------------------------------------------------------

                                                  * * * * * * *
Publication of Staff Accounting              SAB121  April 11, 2022..................  [INSERT FEDERAL REGISTER
 Bulletin No. 121.                                                                      CITATION].
----------------------------------------------------------------------------------------------------------------

    Note: The text of Staff Accounting Bulletin No. 121 will not
appear in the Code of Federal Regulations.

Staff Accounting Bulletin No. 121

    The staff hereby adds Section FF to Topic 5 of the Staff Accounting
Bulletin Series. This staff accounting bulletin (``SAB'') adds
interpretive guidance for entities to consider when they have
obligations to safeguard crypto-assets held for their platform users.
This SAB is applicable to entities that file reports pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
(``Exchange Act'') and entities that have submitted or filed a
registration statement under the Securities Act of 1933 (``Securities
Act'') or the Exchange Act that is not yet effective. The SAB is also
applicable to entities submitting or filing an offering statement or
post-qualification amendment thereto under Regulation A, entities
subject to the periodic and the current reporting requirements of
Regulation A, and private operating companies whose financial
statements are included in filings with the SEC in connection with a
business combination involving a shell company, including a special
purpose acquisition company. Accordingly, the staff hereby amends the
Staff Accounting Bulletin Series as follows:
* * * * *

Topic 5: Miscellaneous Accounting

* * * * *
    The interpretations in this SAB express views of the staff
regarding the accounting for entities that have obligations to
safeguard crypto-assets held for their platform users.\1\ In recent
years, the staff has observed an increase in the number of entities
that provide platform users with the ability to transact in crypto-
assets. In connection with these services, these entities and/or their
agents may safeguard the platform user's crypto-asset(s) and also
maintain the cryptographic key information necessary to access the
crypto-asset. The obligations associated with these arrangements
involve unique risks and uncertainties not present in arrangements to
safeguard assets that are not crypto-assets, including technological,
legal, and regulatory risks and uncertainties. Specifically:
---------------------------------------------------------------------------

    \1\ This SAB expresses no view with respect to any other
questions that these activities may raise for any of the entities
involved, including the applicability of the registration or other
provisions of the federal securities laws or any other federal,
state, or foreign laws.
---------------------------------------------------------------------------

     Technological risks--there are risks with respect to both
safeguarding of assets and rapidly-changing crypto-assets in the market
that are not present with other arrangements to safeguard assets for
third parties;
     Legal risks--due to the unique characteristics of the
assets and the lack of legal precedent, there are significant legal
questions surrounding how such arrangements would be treated in a court
proceeding arising from an adverse event (e.g., fraud, loss, theft, or
bankruptcy); and
     Regulatory risks--as compared to many common arrangements
to safeguard assets for third parties, there are significantly fewer
regulatory requirements for holding crypto-assets for platform users or
entities may not be complying with regulatory requirements that do
apply, which results in increased risks to investors in these entities.
    These risks can have a significant impact on the entity's
operations and financial condition. The staff believes that the
recognition, measurement, and disclosure guidance in this SAB will
enhance the information received by investors and other users of
financial statements about these risks, thereby assisting them in
making investment and other capital allocation decisions.

FF. Accounting for Obligations To Safeguard Crypto-Assets an Entity
Holds for Its Platform Users

    Facts: Entity A's \2\ business includes operating a platform that
allows its users to transact in crypto-assets.\3\ Entity A also
provides a service where it will safeguard the platform users' crypto-
assets,\4\ including maintaining the cryptographic key information \5\
necessary to access the crypto-assets. Entity A also maintains internal
recordkeeping of the amount of crypto-assets held for the benefit of
each platform user. Entity A secures these crypto-assets and protects
them from loss or theft, and any failure to do so exposes Entity A to
significant risks, including a risk of financial loss. The platform
users have the right to request that Entity A transact in the crypto-
asset on the user's behalf (e.g., to sell the crypto-asset and provide
the user with the fiat currency (cash) proceeds associated with the
sale) or to transfer the crypto-asset to a digital wallet for which
Entity A does not maintain the cryptographic key information.

However, execution and settlement of transactions involving the
platform users' crypto-assets may depend on actions taken by Entity A.
---------------------------------------------------------------------------

    \2\ References throughout this SAB to ``Entity A'' are inclusive
of the entity as well as any agent acting on its behalf in
safeguarding the platform users' crypto-assets.
    \3\ For purposes of this SAB, the term ``crypto-asset'' refers
to a digital asset that is issued and/or transferred using
distributed ledger or blockchain technology using cryptographic
techniques.
    \4\ The service may be provided by Entity A or by an agent
acting on Entity A's behalf.
    \5\ The guidance in this SAB is applicable regardless of whether
the cryptographic key remains in the name of the platform user or is
in the name of the Entity.
---------------------------------------------------------------------------

    Question 1: How should Entity A account for its obligations to
safeguard crypto-assets held for platform users?
    Interpretive Response: The ability of Entity A's platform users to
obtain future benefits from crypto-assets in digital wallets where
Entity A holds the cryptographic key information is dependent on the
actions of Entity A to safeguard the assets. Those actions include
securing the crypto-assets and the associated cryptographic key
information and protecting them from loss, theft, or other misuse. The
technological mechanisms supporting how crypto-assets are issued, held,
or transferred, as well as legal uncertainties regarding holding
crypto-assets for others, create significant increased risks to Entity
A, including an increased risk of financial loss.\6\ Accordingly, as
long as Entity A is responsible for safeguarding the crypto-assets held
for its platform users, including maintaining the cryptographic key
information necessary to access the crypto-assets, the staff believes
that Entity A should present a liability on its balance sheet to
reflect its obligation to safeguard the crypto-assets held for its
platform users.
---------------------------------------------------------------------------

    \6\ See generally Report of the Attorney General's Cyber Digital
Task Force: Cryptocurrency Enforcement Framework (Oct. 2020), at 15-
16, available at https://www.justice.gov/ag/page/file/1326061/download.
---------------------------------------------------------------------------

    As Entity A's loss exposure is based on the significant risks
associated with safeguarding the crypto-assets held for its platform
users, the staff believes it would be appropriate to measure this
safeguarding liability at initial recognition and each reporting date
at the fair value \7\ of the crypto-assets that Entity A is responsible
for holding for its platform users. The staff also believes it would be
appropriate for Entity A to recognize an asset \8\ at the same time
that it recognizes the safeguarding liability, measured at initial
recognition and each reporting date at the fair value of the crypto-
assets held for its platform users.\9\
---------------------------------------------------------------------------

    \7\ For U.S. generally accepted accounting principles (``U.S.
GAAP''), refer to glossary definition provided in Financial
Accounting Standards Board (``FASB'') Accounting Standards
Codification (``ASC'') Topic 820. For International Financial
Reporting Standards (``IFRS''), refer to glossary definition
provided in IFRS 13.
    \8\ The asset recognized is similar in nature to an
indemnification asset as described in FASB ASC 805 and IFRS 3. The
measurement of the asset is on the same basis as the crypto-asset
safeguarding liability assumed by the entity. The asset recognized
by the entity is separate and distinct from the crypto-asset itself
that has been transferred to and then held for the platform user.
    \9\ Similar to the guidance in FASB ASC 805 and IFRS 3, Entity A
would need to evaluate whether any potential loss events, such as
theft, impact the measurement of the asset.
---------------------------------------------------------------------------

    Question 2: Assume the same facts as Question 1. What disclosures
would the staff expect Entity A to provide regarding its safeguarding
obligations for crypto-assets held for its platform users?
    Interpretive Response: In light of the significant risks and
uncertainties associated with safeguarding crypto-assets, including the
risks of loss associated with holding the cryptographic key information
necessary to secure and transact in the crypto-asset, the staff
believes the notes to the financial statements should include clear
disclosure of the nature and amount of crypto-assets that Entity A is
responsible for holding for its platform users, with separate
disclosure for each significant crypto-asset, and the vulnerabilities
Entity A has due to any concentration in such activities.\10\ In
addition, because the crypto-asset safeguarding liabilities and the
corresponding assets are measured at the fair value of the crypto-
assets held for its platform users, the entity would be required to
include disclosures regarding fair value measurements.\11\ The
accounting for the liabilities and corresponding assets should be
described in the footnotes to the financial statements.\12\ In
providing these disclosures, Entity A should consider disclosure about
who (e.g., the company, its agent, or another third party) holds the
cryptographic key information, maintains the internal recordkeeping of
those assets, and is obligated to secure the assets and protect them
from loss or theft.
---------------------------------------------------------------------------

    \10\ For U.S. GAAP, see FASB ASC 275-10-50. For IFRS, see IAS 1.
    \11\ For U.S. GAAP, see FASB ASC 820. For IFRS, see IFRS 13.
    \12\ For U.S. GAAP, see FASB ASC 235-10-50. For IFRS, see IAS 1.
---------------------------------------------------------------------------

    Disclosures regarding the significant risks and uncertainties
associated with the entity holding crypto-assets for its platform users
may also be required outside the financial statements under existing
Commission rules, such as in the description of business, risk factors,
or management's discussion and analysis of financial condition and
results of operation.\13\ For example, to the extent it is material,
Entity A may need to provide disclosure describing the types of loss or
additional obligations that could occur, including customer or user
discontinuation or reduction of use of services, litigation,
reputational harm, and regulatory enforcement actions and additional
restrictions. A discussion of the analysis of the legal ownership of
the crypto-assets held for platform users, including whether they would
be available to satisfy general creditor claims in the event of a
bankruptcy should be considered. Further, Entity A may need to provide
disclosure of the potential impact that the destruction, loss, theft,
or compromise or unavailability of the cryptographic key information
would have to the ongoing business, financial condition, operating
results, and cash flows of the entity. As part of this disclosure,
Entity A should also consider including, to the extent material,
information about risk-mitigation steps the entity has put in place
(e.g., insurance coverage directly related to the crypto-assets held
for platform users).
---------------------------------------------------------------------------

    \13\ See, e.g., Item 101 of Regulation S-K; Item 105 of
Regulation S-K; Item 303 of Regulation S-K.
---------------------------------------------------------------------------

    Question 3: How and when should Company A initially apply the
guidance in this Topic in its financial statements?
    Interpretive Response: The staff would expect an entity that files
reports pursuant to Section 13(a) or Section 15(d) of the Exchange Act,
or an entity required to file periodic and current reports pursuant to
Rule 257(b) of Regulation A, to apply the guidance in Topic 5.FF no
later than its financial statements covering the first interim or
annual period ending after June 15, 2022, with retrospective
application as of the beginning of the fiscal year to which the interim
or annual period relates.
    The staff expects all other entities, including but not limited to
entities conducting an initial registration of securities under the
Securities Act or Exchange Act, entities conducting an offering of
securities under Regulation A, and private operating companies entering
into a business combination transaction with a shell company, including
a special purpose acquisition company, to apply the guidance in Topic
5.FF beginning with their next submission or filing with the SEC (e.g.,
the initial or next amendment of the registration statement, proxy
statement, or Form 1-A), with retrospective application, at a minimum,
as of the beginning of the most recent annual period ending before June
15, 2022, provided the filing also includes a subsequent interim period
that also reflects application of this guidance.\14\ If

the filing does not include a subsequent interim period that also
reflects application of this guidance, then the staff expects it to be
applied retrospectively to the beginning of the two most recent annual
periods ending before June 15, 2022.
---------------------------------------------------------------------------

    \14\ For example, a calendar year-end company that submits a
registration statement in January 2023 including financial
statements as of and for the fiscal year ending December 31, 2021
and as of and for the nine months ended September 30, 2022 would
apply the SAB to those periods.
---------------------------------------------------------------------------

    For all entities, in the financial statements that reflect the
initial application of this guidance, the effect of the initial
application should be reported in the carrying amounts of assets and
liabilities as of the beginning of the annual period specified above.
Entities should include clear disclosure of the effects of the initial
application of this guidance.\15\
---------------------------------------------------------------------------

    \15\ For U.S. GAAP, see FASB ASC 250-10-50-1 through 50-3; for
IFRS, see IAS 8. See also, e.g., Item 302 of Regulation S-K and
PCAOB Auditing Standard 2820 (par. 8).

[FR Doc. 2022-07196 Filed 4-8-22; 8:45 am]
BILLING CODE P


[Federal Register Volume 85, Number 80 (Friday, April 24, 2020)]
[Notices]
[Pages 23088-23092]
[FR Doc No: 2020-08696]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88694; File No. SR-MSRB-2020-01]

Self-Regulatory Organizations; Municipal Securities Rulemaking
Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule
Change To Provide Dealers and Municipal Advisors Additional Time To
Comply With Certain Obligations for a Temporary Period of Time and
Temporarily Suspend Late Fees on Payments Owed to the MSRB

April 20, 2020.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ notice
is hereby given that on April 13, 2020 the Municipal Securities
Rulemaking Board (``MSRB'') filed with the Securities and Exchange
Commission (``SEC'' or ``Commission'') the proposed rule change as
described in Items I and II below, which Items have been prepared by
the MSRB. The Commission is publishing this notice to solicit comments
on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The MSRB filed with the Commission a proposed rule change to
provide dealers and municipal advisors additional time to comply with
certain obligations for a temporary period of time and temporarily
suspend late fees on payments owed to the MSRB (the ``proposed rule
change''). The MSRB has designated the proposed rule change as
constituting a ``non-controversial'' rule change under paragraph (f)(6)
of Rule 19b-4 under the Act,\3\ which renders the proposal effective
upon receipt of this filing by the Commission.
---------------------------------------------------------------------------

    \3\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    The text of the proposed rule change is available on the MSRB's
website at www.msrb.org/Rules-and-Interpretations/SEC-Filings/2020-Filings.aspx, at the MSRB's principal office, and at the Commission's
Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the MSRB included statements
concerning the purpose of and basis for the proposed rule change and
discussed any

comments it received on the proposed rule change. The text of these
statements may be examined at the places specified in Item IV below.
The MSRB has prepared summaries, set forth in Sections A, B, and C
below, of the most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The MSRB is closely monitoring the impact of the coronavirus
disease (COVID-19) pandemic on municipal market participants, including
brokers, dealers, municipal securities dealers (``dealers''), municipal
advisors, issuers and investors. The MSRB recognizes that dealers and
municipal advisors (collectively, ``regulated entities'') are
experiencing operational challenges with a vast number of individuals
working from home, coupled with unprecedented conditions in the
municipal market due to the COVID-19 pandemic.\4\ In an effort to
provide regulated entities an opportunity to better manage and allocate
resources during these exigent circumstances, the MSRB is proposing to
(i) suspend late fees owed for the period of March 1, 2020 through July
31, 2020; (ii) modify the date by which compliance obligations must be
completed under certain MSRB rules for a temporary period; and (iii)
extend the compliance date of rule changes that have yet to be
implemented.\5\
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    \4\ Wall Street Journal: How the Muni Market Became the
Epicenter of the Liquidity Crisis (April 2, 2020) https://www.wsj.com/articles/how-the-muni-market-became-the-epicenter-of-the-liquidity-crisis-11585823404
    \5\ See 17 CFR 240.19b-4(f)(6).
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    The MSRB will continue monitoring the impact of the COVID-19
pandemic and work in close coordination with other financial regulators
and governmental authorities.
Temporary Suspension of Late Fees
    The MSRB assesses late fees under MSRB Rule A-11, on assessments
for municipal advisor professionals, and MSRB Rule A-12, on
registration. The MSRB is proposing to suspend the assessment of such
late fees on overdue balances that may be owed to the MSRB for a
temporary period. Specifically, the proposed rule change would
temporarily suspend, for the period of March 1, 2020 through July 31,
2020, the late fees assessed under:
     MSRB Rule A-11(b), for the annual municipal advisor
professional fees owed by each municipal advisor pursuant to Rule A-
11(a) for each person associated with the municipal advisor who is
qualified as a municipal advisor representative pursuant to Rule A-
11(a);
     MSRB Rule A-12(d), for the:
     Initial registration fee owed by each dealer and municipal
advisor pursuant to Rule A-12(b);
     Annual registration fee owed by each dealer and municipal
advisor pursuant to Rule A-12(c);
     Any underwriting assessments owed by each dealer, pursuant
to MSRB Rule A-13(a), for municipal securities purchased from an issuer
by or through a dealer as part of a primary offering; \6\
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    \6\ Rule A-13, on underwriting and transaction assessments for
brokers, dealers, and municipal securities dealers, section A-13(a)
provides that the underwriting assessment does not apply to a
primary offering of securities if all such securities in the primary
offering are commercial paper as defined in MSRB Rule G-32(d) or
constitute municipal fund securities. An underwriting assessment for
a primary offering of municipal fund securities is addressed under
Rule A-13(b).
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     Any underwriting assessment for a primary offering of
municipal fund securities owed, pursuant to Rule A-13(b), by each
underwriter of a primary offering of a plan, as the terms
``underwriter'' and ``plan'' are defined under Rule G-45(d)(xiv) and
Rule G-45(d)(ix), respectively;
     Any transaction assessment owed by each dealer for certain
inter-dealer municipal securities sales pursuant to Rule A-13(d)(i);
and
     Any technology assessment owed by each dealer for certain
sales to customers pursuant to Rule A-13(d)(ii).
    Late fees are generally assessed during the last week of the month
on outstanding balances subject to late fees per applicable Rule at
that point in time. In this instance, beginning on August 1, 2020,
outstanding balances will be subject to late fees as specified by MSRB
Rule A-11(b) and MSRB Rule A-12(d), respectively. During the last week
of August, outstanding balances subject to late fees under those Rules
will be assessed such fees in accordance with those Rules. Late fees
will not be assessed retroactively for the period of March 1, 2020
through July 31, 2020.
Extension of Time To Complete Certain Supervisory Functions
    The MSRB is proposing to provide dealers additional time to
complete certain annual supervisory functions under MSRB Rule G-27, on
supervision. Specifically, the following supervisory obligations shall
be deemed to have been timely completed for calendar year 2020,
provided that such supervisory obligations are completed on or before
March 31, 2021:
     An inspection of an office of municipal supervisory
jurisdiction, branch office or non-branch location pursuant to Rule G-
27(d)(i)(A), (B) and (C), as applicable, recognizing that, consistent
with Rule G-27 (g)(ii)(A)(7), a temporary location established in
response to the implementation of a business continuity plan is not
deemed an office for purposes of complying inspection obligations;
     The annual compliance interview or meeting pursuant to
Rule G-27(b)(vii); and
     The submission of a report from the designated
principal(s) to the firm's senior management detailing the review of
the firm's supervisory controls pursuant to Rule G-27(f)(i).
    Similarly, the MSRB is also proposing to provide municipal advisors
until March 31, 2021 to complete the annual certification for calendar
year 2020 required pursuant to MSRB Rule G-44, on supervisory and
compliance obligations of municipal advisors. Pursuant to Rule G-44(d),
the chief executive officer(s) (or equivalent officer(s)) of a
municipal advisor must annually certify in writing that the municipal
advisor has in place processes to establish, maintain, review, test and
modify written compliance policies and written supervisory procedures
reasonably designed to achieve compliance with applicable rules.\7\
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    \7\ As provided in Rule G-44(d), this requirement shall not
apply to municipal advisors that are subject to a substantially
similar certification requirement of the Financial Industry
Regulatory Authority (FINRA) with respect to all applicable rules.
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Extension of Previously Announced Compliance Dates
    On January 31, 2020, the MSRB announced a compliance date of
November 30, 2020 for the amended and restated guidance regarding the
fair dealing obligations underwriters owe to issuers of municipal
securities under MSRB Rule G-17, on conduct of municipal securities and
municipal advisory activities (the ``Revised Interpretive Notice'').\8\
The MSRB is proposing to extend the compliance date until March 31,
2021; underwriting relationships commenced by dealers on or after the
revised compliance date will be subject to the Revised Interpretive
Notice.\9\
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    \8\ MSRB Notice 2020-03 (Jan 31, 2020) announcing the effective
date for the Revised Interpretive Notice, which the SEC had approved
on November 6, 2019. See Release No. 34-87478 (Nov. 6, 2019), 84 FR
61660 (Nov. 13, 2019) (File No. SR-MSRB-2019-10).
    \9\ As stated in the Revised Interpretive Notice, an
underwriting relationship is deemed to commence at the time the
obligation to deliver the first disclosure is triggered (i.e., the
earliest stages of an underwriter's relationship with an issuer with
respect to an issue, such as in a response to a request for proposal
or in promotional materials provided to an issuer).

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    On December 20, 2019, the MSRB announced a compliance date of
November 30, 2020 for amendments to Form G-32.\10\ These amendments to
Form G-32 are designed to collect new data elements from underwriters
related to primary offerings of municipal securities through the MSRB's
Electronic Municipal Market Access Dataport system, the majority of
which is data underwriters are presently required to input into the
Depository Trust Company's New Issue Information Dissemination Service.
The MSRB is proposing to extend the compliance date until March 31,
2021.\11\
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    \10\ MSRB Notice 2019-21 (Dec 20, 2019) announcing the effective
date for amendments to Form G-32, which the SEC had approved on June
27, 2019. See Release No. 34-86219 (June 27, 2019), 84 FR 31961
(July 3, 2019) (File No. SR-MSRB-2019-07).
    \11\ Consistent with its prior pronouncement, the MSRB will make
the amended Form G-32 available in advance of the revised compliance
date so that dealers can operationalize processes for compliance
with the amended form.
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Extension of Time To Complete Certain Professional Qualification
Standards
    FINRA, as appointed by the Commission, provides test administration
services to the MSRB for the delivery of MSRB-owned professional
qualification examinations.\12\ FINRA uses Prometric \13\ as its single
vendor for the delivery of the professional qualification examinations
that FINRA is charged with administering, including MSRB-owned
professional qualification examinations. In March 2020, Prometric
announced that, due to the COVID-19 pandemic, it was temporarily
closing all of its test center locations in the United States and
Canada through April 15, 2020.\14\ While, at this time, Prometric has
not announced a deviation from its planned resumption of operations
effective April 16, 2020, there is no certainty as to when Prometric
will resume operation of its testing centers. Moreover, there is no
certainty as to when individuals would be able to visit any open
testing centers due to stay-at-home orders that may be in place.
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    \12\ See, e.g., Release No. 34-75714 (Aug. 17, 2015)
(Designation of the Financial Industry Regulatory Authority to
Administer Professional Qualification Tests for Associated Persons
of Registered Municipal Advisors).
    \13\ Prometric is a leading provider of technology-enabled
testing and assessment solutions to many of the world's most
recognized licensing and certification organizations, academic
institutions, and government agencies. See https://www.prometric.com.
    \14\ See https://www.prometric.com/corona-virus-update.
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    For those reasons, the MSRB is proposing to provide additional time
to allow firms and individuals to fulfill certain professional
qualification standards established under MSRB Rule G-3, on
professional qualification requirements, consistent with MSRB Rule G-2,
on standards of professional qualification as follows:
     The date by which an individual functioning in the
capacity as a principal before passing the applicable MSRB-owned
principal qualification examination pursuant to Rule G-3(b)(ii)(D),G-
3(b)(iv)(B)(4) and G-3(c)(ii)(D), as applicable, would be extended 120
days from the time the MSRB announces that Prometric has resumed access
to its testing centers; \15\
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    \15\ The MSRB will publish a notice on its website announcing
when Prometric resumes operations in its testing centers so
regulated entities are on notice of when the 120-day period begins
to toll.
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     The date by which an individual has to complete their
Regulatory Element component of continuing education training, as
required pursuant to Rule G-3(i)(i)(A)(1), would be extended 120 days
from the time the MSRB announces that Prometric has resumed access to
its testing centers; \16\
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    \16\ This extension is only for purposes of compliance with MSRB
Rule G-3(i)(i)(A)(1) and is not intended to provide relief to
individuals who may need to complete the Regulatory Element
component of continuing education pursuant to the rules of another
regulatory authority.
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     The date by which certain individuals are required to
become qualified with the Municipal Advisor Principal Qualification
Examination (Series 54) would be extended until March 31, 2021. On
October 11, 2019, the MSRB announced that a municipal advisor
principal, \17\ as defined under Rule G-3(e), would have a one-year
grace period, sunsetting on November 12, 2020, to pass the Series
54.\18\ The MSRB is proposing to extend the grace period until March
31, 2021. As a result, individuals qualified with the Municipal Advisor
Representative Qualification Examination (Series 50) will be able to
continue to engage in principal-level activities without passing the
Series 54 until March 31, 2021; and
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    \17\ The term ``municipal advisor principal'' means a natural
person associated with a municipal advisor who is directly engaged
in the management, direction or supervision of the municipal
advisory activities of the municipal advisor and its associated
persons. To become qualified as a municipal advisor principal a
person must, as a pre-requisite, take and pass the Municipal Advisor
Representative Qualification Examination; and take and pass the
Municipal Advisor Principal Qualification Examination.
    \18\ MSRB Notice 2019-18 (October 21, 2019) announcing the
launch of the Series 54 exam, which the SEC had approved on November
20, 2018. See Release No. 34-84630 (Nov. 20, 2018), 80 FR 60927
(Nov. 27, 2018) (File No. SR-MSRB-2018-07).
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     The annual needs analysis and the delivery of continuing
education pursuant to Rule G-3(i)(i)(B) and G-3(i)(ii), as applicable,
shall be deemed to have been timely completed for calendar year 2020,
provided that the needs analysis and the delivery of continuing
education are completed on or before March 31, 2021.
2. Statutory Basis
    The MSRB believes that the proposed rule change is consistent with
Section 15B(b)(2)(C) of the Act,\19\ which provides that the MSRB's
rules shall:
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    \19\ 15 U.S.C. 78o-4(b)(2)(C).

    be designed to prevent fraudulent and manipulative acts and
practices, to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged in
regulating, clearing, settling, processing information with respect
to, and facilitating transactions in municipal securities and
municipal financial products, to remove impediments to and perfect
the mechanism of a free and open market in municipal securities and
municipal financial products, and, in general, to protect investors,
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municipal entities, obligated persons, and the public interest.

    The proposed rule change is designed to provide dealers and
municipal advisors additional time to comply with certain obligations
for a temporary period of time and suspend late fees on payments owed
to the MSRB; it does not relieve such regulated entities from
compliance with underlying obligations that directly serve investor
protection or market transparency goals. In a time when faced with
unique challenges resulting from the COVID-19 pandemic, the proposed
rule change will afford regulated entities the ability to more
effectively allocate resources to serve and promote the protection of
investors, municipal entities, obligated persons and the public
interest during these unprecedented market conditions. In addition, the
proposed rule change will also alleviate some of the operational
challenges regulated entities may be experiencing, which will allow
them to more effectively allocate resources to operations facilitate
transactions in municipal securities and municipal financial products,
to remove impediments to and perfect the mechanism of a free and open
market in municipal securities and municipal financial products.

B. Self-Regulatory Organization's Statement on Burden on Competition

    Section 15B(b)(2)(C) of the Act \20\ requires that MSRB rules be
designed not to impose any burden on competition not necessary or
appropriate in furtherance of the purposes of the Act. The MSRB does
not believe that the proposed rule change will impose any burden on
competition not necessary or appropriate in furtherance of the Act. The
goal of the proposed rule change is to relieve the burden on regulated
entities during the exigent circumstances of the COVID-19 pandemic. The
proposed rule change will only provide temporary relief for regulated
entities; excluding the suspension on the assessment of late fees,
regulated entities will still be required to fulfill their underlying
obligations under MSRB rules.
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    \20\ Id.
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    Additionally, Section 15B(b)(2)(L)(iv) of the Act, requires that
MSRB rules not impose a regulatory burden on small municipal advisors
that is not necessary or appropriate in the public interest and for the
protection of investors, municipal entities, and obligated persons,
provided that there is robust protection of investors against
fraud.\21\ The MSRB believes that the proposed rule change is
consistent with Section 15B(b)(2)(L)(iv) of the Act in that, while the
proposed rule change will affect all municipal advisors, including
small municipal advisors, there is no new regulatory burden that
results, and each municipal advisor continues to be obligated to meet
baseline competence standards and complete requisite supervisory
functions. Small municipal advisors typically have fewer associated
persons and, as a result, during the COVID-19 pandemic their resources
may be more limited. As the proposed rule change is designed to provide
regulated entities an opportunity to better manage and allocate
resources during these exigent circumstances, the proposed rule change
may be of greater benefit to small municipal advisors.
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    \21\ 15 U.S.C. 78o-4(b)(2)(L)(iv).
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C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor received on the
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    Pursuant to Section 19(b)(3)(A) \22\ of the Act and Rule 19b-
4(f)(6) \23\ thereunder, the MSRB has designated the proposed rule
change as one that effects a change that: (i) Does not significantly
affect the protection of investors or the public interest; (ii) does
not impose any significant burden on competition; and (iii) by its
terms, does not become operative for 30 days after the date of the
filing, or such shorter time as the Commission may designate. A
proposed rule change filed under Rule 19b-4(f)(6) normally does not
become operative until 30 days after the date of filing.\24\ However,
Rule 19b-4(f)(6)(iii) \25\ permits the Commission to designate a
shorter time if such action is consistent with the protection of
investors and the public interest.\26\ The MSRB has requested that the
Commission designate the proposed rule change operative upon
filing,\27\ as specified in Rule 19b-4(f)(6)(iii),\28\ which would make
the proposed rule change operative on April 13, 2020.
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    \22\ 15 U.S.C. 78s(b)(3)(A).
    \23\ 17 CFR 240.19b-4(f)(6).
    \24\ Id.
    \25\ 17 CFR 240.19b-4(f)(6)(iii).
    \26\ In addition, Rule 19b-4(f)(6)(iii) requires a self-
regulatory organization to give the Commission written notice of its
intent to file a proposed rule change, along with a brief
description and text of such proposed rule change, at least five
business days prior to the date of filing, or such shorter time as
designated by the Commission. The Commission has designated a
shorter time for delivery of such written notice.
    \27\ See SR-MSRB-2018-10.
    \28\ 17 CFR 240.19b-4(f)(6)(iii).
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    The MSRB notes that the proposed rule change does not relieve
regulated entities from compliance with underlying obligations. Rather,
the proposed rule change provides regulated entities with additional
time to complete certain compliance obligations, suspends late fees due
to the MSRB for a temporary period of time, and extends the compliance
date of MSRB rule changes not yet implemented. The MSRB believes the
proposed rule change will afford regulated entities the ability to more
effectively allocate resources to serve and promote the protection of
investors, municipal entities, obligated persons and the public
interest during unprecedented market conditions. Further the MSRB has
stated, in light of the operational challenges and unprecedented
conditions in the municipal market due to the COVID-19 pandemic, the
proposed rule change would alleviate operational challenges and
facilitate transactions in municipal securities and municipal financial
products.
    The Commission believes that waiving the 30-day operative delay is
consistent with the protection of investors and the public interest.
The proposed rule change does not relieve regulated entities from
compliance with underlying obligations and will allow regulated
entities to more effectively allocate resources during unprecedented
municipal securities market conditions. Waiver of the 30-day operative
period will alleviate operational challenges and facilitate
transactions in the municipal securities market in light of the exigent
circumstances presented by the COVID-19 pandemic. Accordingly, the
Commission hereby waives the 30-day operative delay specified in Rule
19b-4(f)(6)(iii) and designates the proposed rule change to be
operative upon filing.\29\
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    \29\ For the purpose of waiving the 30-day operative delay for
this proposal, the Commission has considered the proposed rule's
impact on efficiency, competition, and capital formation. See 15
U.S.C. 78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please
include File Number SR-MSRb- 2020-01 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-MSRB-2020-01. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/

rules/sro.shtml). Copies of the submission, all subsequent amendments,
all written statements with respect to the proposed rule change that
are filed with the Commission, and all written communications relating
to the proposed rule change between the Commission and any person,
other than those that may be withheld from the public in accordance
with the provisions of 5 U.S.C. 552, will be available for website
viewing and printing in the Commission's Public Reference Room, 100 F
Street NE, Washington, DC 20549 on official business days between the
hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be
available for inspection and copying at the principal office of the
MSRB. All comments received will be posted without change. Persons
submitting comments are cautioned that we do not redact or edit
personal identifying information from comment submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-MSRB-2020-01 and should be
submitted on or before May 15, 2020.
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    \30\ 17 CFR 200.30-3(a)(12).

    For the Commission, pursuant to delegated authority.\30\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-08696 Filed 4-23-20; 8:45 am]
BILLING CODE 8011-01-P