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Federal Register / Vol. 86, No. 27 / Thursday, February 11, 2021 / Rules and Regulations review of an ACR and assessment of a SEFs compliance.
F. 37.1501eSubmission of Annual Compliance Report and Related Matters 199
Existing 37.1501f1 requires a CCO to provide the ACR to the board or, in the absence of a board, the senior officer for review.200 The board of directors and senior officer may not require the CCO to change the ACR.201
The SEFs board minutes, or a similar written record, must reflect the submission of the ACR to the board of directors or senior officer and any subsequent discussion of the report.202
Additionally, the SEF must concurrently file the ACR and the fourth-quarter financial statements with the Commission within 60 calendar days of the end of the SEFs fiscal year end.203 The CCO must certify and promptly file an amended ACR with the Commission upon the discovery of any material error or omission in the report.204 A SEF may request an extension of the ACR filing deadline based on substantial, undue hardship in filing the ACR on time.205

valid standard.208 Further, the Commission proposed to eliminate the requirement that each SEF must document the submission of the ACR to the SEFs board of directors or senior officer in board minutes or some other similar written record,209 noting that the Core Principle 15 recordkeeping requirement under proposed 37.1501f, discussed below, would incorporate this requirement.210 The Commission also proposed to require the CCO to submit an amended ACR to the SEFs board of directorsor, in the absence of a board of directors, the senior officer of the SEFfor review prior to submitting the amended ACR to the Commission; this approach is the same as the requirements that exist for submitting an initial ACR.211
2. Summary of Comments WMBAA supports the proposed amendments to the ACR submission requirements.212
3. Final Rules
The amendments to the ACR
submission requirements are being finalized as proposed. Given other relevant end-of-year reporting 1. Proposed Rules requirements, including the SEFs required fourth-quarter financial report The Commission proposed several as well as any reporting required of the amendments to the ACR submission SEFs affiliates under other regulatory procedures. First, the Commission regimes, the Commission continues to proposed to provide SEFs with an believe a 30-day extension of the additional 30 days to file the ACR with submission timeline and a less stringent the Commission, but no later than 90
reasonable and valid standard for calendar days after a SEFs fiscal year further extensions will facilitate more end.206 The Commission recognized that accurate and useful reporting to the in addition to the ACR, SEFs have other Commission.213 The additional reporting obligations, such as the fourthquarter financial report required to be 208 The Commission proposed to renumber submitted under Core Principle 13 and existing 37.1501f4 to 37.1501e4 and amend the provision as described. The Commission also other year-end reports; and SEFs have proposed to add a titleRequest for extension.
indicated that these multiple reporting 209 The Commission proposed to eliminate this obligations present resource constraints requirement under existing paragraph f1.
on SEFs and their CCOs.207 In addition 210 Existing 37.1501g sets forth recordkeeping to an extended deadline, the requirements for SEFs related to the CCOs duties.
As discussed below, the Commission is amending Commission proposed to replace the those requirements.
substantial and undue hardship 211 The Commission proposed to renumber standard required for filing ACR
existing 37.1501f3 to 37.1501e3 and add a extensions with a reasonable and titleAmendments to annual compliance report.

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199 The
Commission is renumbering existing 37.1501f to 37.1501e.
200 17 CFR 37.1501f1.
201 Id.
202 Id.
203 17 CFR 37.1501f2.
204 17 CFR 37.1501f3.
205 17 CFR 37.1501f4.
206 The Commission proposed to renumber existing 37.1501f2 to 37.1501e2, amend the requirement as described, and adopt additional, technical amendments to the existing language. The Commission also proposed to add a title to this paragraphSubmission of annual compliance report to the Commission.
207 83 FR 62036.

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The Commission proposed to adopt this requirement under 37.1501e3i. Under proposed 37.1501e3ii, an amended ACR
would be subject to the amended certification requirement, i.e., a CCO must certify that the ACR
is accurate and complete in all material respects.
The Commission also proposed to renumber existing 37.1501f to 37.1501e and change the title to Submission of annual compliance report and related matters. The Commission also proposed to renumber existing 37.1501f1 to 37.1501e1, adopt additional, technical amendments to the existing language, and add a titleFurnishing the annual compliance report prior to submission to the Commission.
212 2019 WMBAA Letter at 27.
213 A SEF requesting an extension must identify the circumstances creating a reasonable and valid
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requirements for board of directors or senior officer review of an amended ACR will likewise foster increased accuracy and precision in regulatory reporting.
G. 37.1501fRecordkeeping 214
Existing 37.1501g1 requires a SEF
to maintain a copy of written policies and procedures adopted in furtherance of compliance with the Act and the Commissions regulations; 215 copies of all materials created in furtherance of the CCOs duties under existing 37.1501d8 and 9; 216 copies of all materials in connection with the review and submission of the ACR; 217 and any records relevant to the ACR.218 Existing 37.1501g2 requires the SEF to maintain these records in accordance with 1.31 and part 45 of the Commissions regulations.219
1. Proposed Rules The Commission proposed to streamline the recordkeeping requirements that pertain to the CCOs duties and the preparation and submission of the ACR. Specifically, the Commission proposed to revise 37.1501f to require a SEF to keep all records demonstrating compliance with the duties of the CCO and the preparation and submission of the ACR
consistent with the recordkeeping requirements under 37.1000 and 37.1001.220
2. Summary of Comments The Commission did not receive any comments on the proposed amendments to the CCOs recordkeeping requirements.
3. Final Rules The Commission is adopting the recordkeeping requirements as proposed. The Commission believes the simplified requirements will better ensure access to relevant compliance information.
need for the extension. The Commissionand, when exercising the delegated authority discussed below, the Director of the Division of Market Oversightreserves the discretion to determine that the rationale proffered by the SEF is not objectively reasonable and valid.
214 The Commission is renumbering existing paragraph g to paragraph f.
215 17 CFR 37.1501g1i.
216 17 CFR 37.1501g1ii.
217 17 CFR 37.1501g1iii.
218 17 CFR 37.1501g1iv.
219 17 CFR 37.1501g2.
220 17 CFR 37.1501f; 17 CFR 37.1000 and 37.1001.

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