83 FR 58645 - Proposed Collection; Comment Request

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 224 (November 20, 2018)

[Federal Register Volume 83, Number 224 (Tuesday, November 20, 2018)]
[Notices]
[Pages 58645-58646]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-25218]


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SECURITIES AND EXCHANGE COMMISSION


Proposed Collection; Comment Request

Upon Written Request, Copies Available From: Securities and Exchange 
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 
20549-2736.
Extension:
    Rules 15Fb1-1 through 15Fb6-2 and Forms SBSE, SBSE-A, SBSE-BD, 
SBSE-C and SBSE-W, SEC File No. 270-642, OMB Control No. 3235-0696.

    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'') is soliciting comments on the existing 
collection of information provided for in Rules 15Fb1-1 through 15Fb6-2 
and Forms SBSE, SBSE-A, SBSE-BD, SBSE-C and SBSE-W (17 CFR 240.15Fb1-1 
through 240.15Fb6-2, and 17 CFR 249.1600, 249.1600a, 249.1600b, 
249.1600c and 249.1601), under the Securities Exchange Act of 1934 (15 
U.S.C. 78a et seq.). The Commission plans to submit this existing 
collection of information to the Office of Management and Budget 
(``OMB'') for extension and approval.
    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 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. 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 $176 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 $3,872 per year.
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    \1\ See, e.g., http://www.incorp.com/registered-agent-resident-agent-services.aspx (as of September 21, 2018, $99 per state per 
year), https://ct.wolterskluwer.com/registered-agent-services?mm_campaign=Enter_Campaign_Code_Here&keyword=registered%20agent&utm_source=Google&utm_medium=CPC&utm_campaign=RegisteredAgent&jadid=69563123457&jap=1t3&jk=registered%20agent&jkId=gc:a8a8ae4cd4a6542cf014a97541e8d183e:t1_p:k_registered%20agent:pl_&jp=&js=1&jsid=35672&jt=1 (as of September 21, 2018, $279 per year), and https://www.ailcorp.com/services/registered-agent (as of September 21, 2018, 
$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--($99 + $279 + $149) / 3 = $176.
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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.
    Written comments are invited on: (a) Whether the proposed 
collection of information is necessary for the proper performance of 
the functions of the Commission, including whether the information 
shall have practical utility; (b) the accuracy of the Commission's 
estimate of the burden of the proposed collection of information; (c) 
ways to enhance the quality, utility, and clarity of the information to 
be collected; and (d) ways to minimize the burden of the collection of 
information on respondents, including through the use of automated 
collection techniques or other forms of information technology. 
Consideration will be given to comments and suggestions submitted in 
writing within 60 days of this publication.
    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.

[[Page 58646]]

    Please direct your written comments to: Charles Riddle, Acting 
Director/Chief Information Officer, Securities and Exchange Commission, 
c/o Candace Kenner, 100 F Street NE, Washington, DC 20549, or send an 
email to: [email protected].

     Dated: November 14, 2018.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-25218 Filed 11-19-18; 8:45 am]
 BILLING CODE 8011-01-P