60 Day Notice

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Federal Register / Vol. 86, No. 214 / Tuesday, November 9, 2021 / Notices

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–264, OMB Control No.
3235–0341]

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

jspears on DSK121TN23PROD with NOTICES1

Extension:
Rule 17Ad–4(b) & (c)

Notice is hereby given that pursuant
to the Paperwork Reduction Act of 1995
(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 the following rule: Rule
17Ad–4(b) & (c) under the Securities
Exchange Act of 1934 (15 U.S.C. 78a et
seq.) (‘‘Exchange Act’’). The
Commission plans to submit this
existing collection of information to the
Office of Management and Budget
(‘‘OMB’’) for extension and approval.
Rule 17Ad–4(b) & (c) (17 CFR
240.17Ad–4) is used to document when
transfer agents are exempt, or no longer
exempt, from the minimum
performance standards and certain
recordkeeping provisions of the
Commission’s transfer agent rules.
Pursuant to Rule 17Ad–4(b), if the
Commission or the Office of the
Comptroller of the Currency (‘‘OCC’’) is
the appropriate regulatory authority
(‘‘ARA’’) for an exempt transfer agent,
that transfer agent is required to prepare
and maintain in its possession a notice
certifying that it is exempt from certain
performance standards and
recordkeeping and record retention
provisions of the Commission’s transfer
agent rules. This notice need not be
filed with the Commission or OCC. If
the Board of Governors of the Federal
Reserve System (‘‘Fed’’) or the Federal
Deposit Insurance Corporation (‘‘FDIC’’)
is the transfer agent’s ARA, that transfer
agent must prepare a notice and file it
with the Fed or FDIC.
Rule 17Ad–4(c) sets forth the
conditions under which a registered
transfer agent loses its exempt status.
Once the conditions for exemption no
longer exist, the transfer agent, to keep
the appropriate ARA apprised of its
current status, must prepare, and file if
the ARA for the transfer agent is the Fed
or the FDIC, a notice of loss of exempt
status under paragraph (c). The transfer
agent then cannot claim exempt status
under Rule 17Ad–4(b) again until it
remains subject to the minimum

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performance standards for non-exempt
transfer agents for six consecutive
months.
ARAs use the information contained
in the notices required by Rules 17Ad–
4(b) and 17Ad–4(c) to determine
whether a registered transfer agent
qualifies for the exemption, to
determine when a registered transfer
agent no longer qualifies for the
exemption, and to determine the extent
to which that transfer agent is subject to
regulation.
The Commission estimates that
approximately 10 registered transfer
agents each year prepare or file notices
in compliance with Rules 17Ad–4(b)
and 17Ad–4(c). The Commission
estimates that each such registered
transfer agent spends approximately 1.5
hours to prepare or file such notices for
an aggregate total annual burden of 15
hours (1.5 hours times 10 transfer
agents).
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
estimates of the burden of the proposed
collection of information; (c) ways to
enhance the quality, utility, and clarity
of the information on respondents; 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.
Please direct your written comments
to: David Bottom, Director/Chief
Information Officer, Securities and
Exchange Commission, c/o John R.
Pezzullo, 100 F Street NE, Washington,
DC 20549, or send an email to: PRA_
[email protected].
Dated: November 3, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–24426 Filed 11–8–21; 8:45 am]
BILLING CODE 8011–01–P

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SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–029, OMB Control No.
3235–0037]

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:
Rule 17f–1(c) and Form X–17F–1A

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 Rule 17f–1(c) (17 CFR
240.17f–1(c) and Form X–17F–1A (17
CFR 249.100) 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.
Rule 17f–1(c) requires approximately
10,100 entities in the securities industry
to report lost, stolen, missing, or
counterfeit securities certificates to the
Commission or its designee, to a
registered transfer agent for the issue,
and, when criminal activity is
suspected, to the Federal Bureau of
Investigation. Such entities are required
to use Form X–17F–1A to make such
reports. Filing these reports fulfills a
statutory requirement that reporting
institutions report and inquire about
missing, lost, counterfeit, or stolen
securities. Since these reports are
compiled in a central database, the rule
facilitates reporting institutions to
access the database that stores
information for the Lost and Stolen
Securities Program.
We estimate that 10,100 reporting
institutions will report that securities
are either missing, lost, counterfeit, or
stolen annually and that each reporting
institution will submit this report 30
times each year. The staff estimates that
the average amount of time necessary to
comply with Rule 17f–1(c) and Form X–
17F–1A is five minutes. The total
burden is approximately 25,250 hours
annually for all respondents (10,100
times 30 times 5 divided by 60).
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

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Federal Register / Vol. 86, No. 214 / Tuesday, November 9, 2021 / Notices
estimates of the burden of the proposed
collection of information; (c) ways to
enhance the quality, utility, and clarity
of the information 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.
Please direct your written comments
to: David Bottom, Director/Chief
Information Officer, Securities and
Exchange Commission, c/o John R.
Pezzullo, 100 F Street NE, Washington,
DC 20549, or send an email to: PRA_
[email protected].
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–24425 Filed 11–8–21; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–642, OMB Control No.
3235–0696]

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

jspears on DSK121TN23PROD with NOTICES1

Extension:
Rules 15Fb1–1 through 15Fb6–2 and
Forms SBSE, SBSE–A, SBSE–BD, SBSE–
C and SBSE–W

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

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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-todate 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. 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.

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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.
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
1 See, e.g., https://www.incorp.com/registeredagent-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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