[Federal Register Volume 87, Number 1 (Monday, January 3, 2022)]
[Notices]
[Pages 137-138]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-28425]


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SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-642, OMB Control No. 3235-0696]


Submission for OMB Review; Comment Request; Extension: Rules 
15Fb1-1 Through 15Fb6-2 and Forms SBSE, SBSE-A, SBSE-BD, SBSE-C and 
SBSE-W

Upon Written Request, Copies Available From: Securities and Exchange 
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 
20549-2736

    Notice is hereby given that pursuant to the Paperwork Reduction Act 
of 1995 (``PRA'') (44 U.S.C. 3501 et seq.), the Securities and Exchange 
Commission (``Commission'') has submitted to the Office of Management 
and Budget (``OMB'') a request for extension of the previously approved 
collection of information discussed below. The Code of Federal 
Regulation citations associated with this collection of information are 
17 CFR 240.15Fb1-1 through 240.15Fb6-2, and 17 CFR 249.1600, 249.1600a, 
249.1600b, 249.1600c and 249.1601.
    The Commission adopted Rules 15Fb1-1 through 15Fb6-2 and Forms 
SBSE, SBSE-A, SBSE-BD, SBSE-C and SBSE-W on August 5, 2015 to create a 
process to register SBS Entities. Forms SBSE, SBSE-A, and SBSE-BD and 
SBSE-C were designed to elicit certain information from applicants. The 
Commission uses the information disclosed by applicants through the SBS 
Entity registration rules and forms to: (1) Determine whether an 
applicant meets the standards for registration set forth in the 
provisions of the Exchange Act; and (2) develop an information resource 
regarding SBS Entities where members of the public may obtain relevant, 
up-to-date information about SBS Entities, and where the Commission may 
obtain information for examination and enforcement purposes. Without 
the information provided through these SBS Entity registration rules 
and forms, the Commission could not effectively determine whether the 
applicant meets the standards for registration or implement policy 
objectives of the Exchange Act.
    The information collected pursuant to Rule 15Fb3-2 and Form SBSE-W 
allows the Commission to determine whether it is appropriate to allow 
an SBS Entity to withdraw from registration and to facilitate that 
withdrawal. Without this information, the Commission would be unable to 
effectively determine whether it was appropriate to allow an SBS

[[Page 138]]

Entity to withdraw. In addition, it would be more difficult for the 
Commission to properly regulate SBS Entities if it were unable to 
quickly identify those that have withdrawn from the security-based swap 
business.
    In 2017 there were approximately 55 entities that may need to 
register as SBS Entities. That number has not changed. The Commission 
estimates that these Entities likely would incur a total burden of 
9,825 hours per year to comply with Rules 15Fb1-1 through 15Fb6-2 and 
Forms SBSE, SBSE-A, SBSE-BD, SBSE-C and SBSE-W.
    In addition, Rules 15Fb1-1 through 15Fb6-2 and Forms SBSE, SBSE-A, 
SBSE-BD, SBSE-C and SBSE-W may impose certain costs on non-resident 
persons that apply to be registered with the Commission as SBS 
Entities, including an initial and ongoing costs associated with 
obtaining an opinion of counsel indicating that it can, as a matter of 
law, provide the Commission with access to its books and records and 
submit to Commission examinations, and an ongoing cost associated with 
establishing and maintaining a relationship with a U.S. agent for 
service of process.
    The staff estimates, based on internet research,\1\ that it would 
cost each nonresident SBS Entity approximately $191 annually to appoint 
and maintain a relationship with a U.S. agent for service of process. 
Consequently, the total cost for all nonresident SBS Entities to 
appoint and maintain relationships with U.S. agents for service of 
process is approximately $4,202 per year.
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    \1\ See, e.g., https://www.incorp.com/registered-agent-services/ 
(as of October 15, 2021, $129 per year), https://www.wolterskluwer.com/en/solutions/ct-corporation/registered-agent-services-solutions (as of October 15, 2021, $305 per year), and 
https://www.ailcorp.com/services/registered-agent (as of October 15, 
2021, $149 per year). The staff sought websites that provided 
pricing information and a comprehensive description of their 
registered agent services. We calculated our estimate by averaging 
the costs provided on these three websites--($129 + $305 + $149) / 3 
= $191.
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    Non-resident SBS Entities also would incur outside legal costs 
associated with obtaining an opinion of counsel. The staff estimates 
that each of the estimated 22 non-resident persons that likely will 
apply to register as SBS Entities with the Commission would incur, on 
average, approximately $25,000 in outside legal costs to obtain the 
opinion of counsel necessary to register, and that the total annualized 
cost for all nonresident SBS Entities to obtain this opinion of counsel 
would be approximately $183,333. Nonresident SBS Entities would also 
need to obtain a revised opinion of counsel after any changes in the 
legal or regulatory framework that would impact the SBS Entity's 
ability to provide, or manner in which it provides, the Commission with 
prompt access to its books and records or that impacts the Commission's 
ability to inspect and examine the SBS Entity. We do not believe this 
would occur frequently, and therefore estimate that one non-resident 
entity may need to recertify annually. Thus, the total ongoing cost 
associated with obtaining a revised opinion of counsel regarding the 
new regulatory regime would be approximately $25,000 annually. 
Consequently, the total annualized cost burden associated with Rules 
15Fb1-1 through 15Fb6-2 and Forms SBSE, SBSE-A, SBSE-BD, SBSE-C and 
SBSE-W would be approximately $212,205 per year.
    An agency may not conduct or sponsor, and a person is not required 
to respond to, a collection of information under the PRA unless it 
displays a currently valid OMB control number.
    The public may view background documentation for this information 
collection at the following website: >www.reginfo.gov<. Find this 
particular information collection by selecting ``Currently under 30-day 
Review--Open for Public Comments'' or by using the search function. 
Written comments and recommendations for the proposed information 
collection should be sent within 30 days of publication of this notice 
to (i) >[email protected] < and (ii) David 
Bottom, Director/Chief Information Officer, Securities and Exchange 
Commission, c/o John R. Pezzullo, 100 F Street NE, Washington, DC 
20549, or by sending an email to: [email protected].

    Dated: December 28, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-28425 Filed 12-30-21; 8:45 am]
BILLING CODE 8011-01-P


