Submission for OMB Review; Comment Request; Extension: Exchange Act Rule 3a71-3, 65841-65842 [2022-23693]

Download as PDF Federal Register / Vol. 87, No. 210 / Tuesday, November 1, 2022 / Notices All submissions should refer to File Number SR–MRX–2022–23. 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 (https://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 Exchange. 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–MRX–2022–23 and should be submitted on or before November 22, 2022. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.26 J. Matthew DeLesDernier, Deputy Secretary. [FR Doc. 2022–23675 Filed 10–31–22; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [SEC File No. 270–655, OMB Control No. 3235–0717] lotter on DSK11XQN23PROD with NOTICES1 Submission for OMB Review; Comment Request; Extension: Exchange Act Rule 3a71–3 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 26 17 CFR 200.30–3(a)(12). VerDate Sep<11>2014 17:11 Oct 31, 2022 Jkt 259001 (‘‘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 approval of extension of the previously approved collection of information provided for in Rule 3a71–3 under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.). The compliance date for Rule 3a71–3 was in November 2021. The representations contemplated by Rule 3a71–3 will be relied upon by counterparties to determine whether such transaction is a ‘‘transaction conducted through a foreign branch’’ of a U.S. bank counterparty, as defined in Rule 3a71–3(a)(3)(i), as well as to verify whether a security-based swap counterparty is a ‘‘U.S. person.’’ Counterparties to security-based swap transactions may voluntarily give such representations to one another to reduce operational costs and allow each party to ascertain whether such transaction is subject to certain Title VII requirements. Because any representations provided to counterparties under Rule 3a71–3 will constitute voluntary third-party disclosures, the Commission will not typically receive these disclosures. The Commission believes that the representations contemplated by Rule 3a71–3 will, in most cases, be made through amendments to the parties’ existing trading documentation (e.g., the schedule to a master agreement). The Commission believes that, because trading relationship documentation is established between two counterparties, whether a counterparty is able to represent that it is entering into a ‘‘transaction conducted through a foreign branch’’ or that it does not meet the criteria of the ‘‘U.S. person’’ definition will not change on a transaction-by-transaction basis and, therefore, such representations will generally be made in the schedule to a master agreement, rather than in individual confirmations. The Commission anticipates that counterparties may elect to develop and incorporate these representations in trading documentation following the effective date of the Commission’s security-based swap regulations, rather than incorporating specific language on a transactional basis. The Commission believes that counterparties will be able to adopt, where appropriate, standardized language across all of their security-based swap trading relationships. The Commission believes that this standardized language may be developed by individual respondents or through a combination of trade PO 00000 Frm 00110 Fmt 4703 Sfmt 4703 65841 associations and industry working groups. a. Representations Regarding a ‘‘Transaction Conducted Through a Foreign Branch’’ Pursuant to Rule 3a71–3, parties to security-based swaps are permitted to rely on certain representations from their counterparties when determining whether a transaction falls within the definition of a ‘‘transaction conducted through a foreign branch.’’ Based on its understanding of the current state of the security-based swap market, the Commission staff estimates that nine entities will incur burdens under this collection of information, whether solely in connection with the business conduct requirements or also in connection with the application of the de minimis exception. The Commission estimates the onetime third-party disclosure burden associated with developing representations under this collection of information will be, for each U.S. bank counterparty that will make such representations, no more than five hours, and up to $2,000 for the services of outside professionals. Across the nine respondents, this amounts to approximately 45 hours, or 15 hours per year when annualized over three years. This estimate assumes little or no reliance on standardized disclosure language. The Commission expects that the majority of the burden associated with the new disclosure requirements will be experienced during the first year as language is developed and trading documentation is amended. The Commission further believes that the ongoing third-party disclosure burden associated with this requirement will be 10 hours per U.S. bank counterparty for verifying representations with existing counterparties, for a total of approximately 90 hours across the nine respondents.1 The Commission believes that some of the entities that will comply with Rule 3a71–3 will seek outside counsel to help them develop new representations contemplated by Rule 3a71–3. For PRA purposes, the Commission assumes that all nine respondents will seek outside counsel for the first year only and will, on average, consult with outside counsel for a cost of up to $2,000. The Commission also assumes that none of the nine respondents will seek outside legal services for year two or year three. 1 The Commission staff estimates that this burden will consist of 10 hours of in-house counsel time for each security-based swap market participant that will make such representations. See Business Conduct Adopting Release, at 30097, note 1581. E:\FR\FM\01NON1.SGM 01NON1 65842 Federal Register / Vol. 87, No. 210 / Tuesday, November 1, 2022 / Notices lotter on DSK11XQN23PROD with NOTICES1 Thus, the Commission expects the aggregate cost to the nine respondents over the three-year period will be $18,000, or $6,000 per year when annualized over three years. The Commission expects the total labor cost per respondent will be approximately $666.67 when annualized over three years. b. Representations Regarding U.S.Person Status Pursuant to Rule 3a71–3(a)(4)(iv), persons may rely on representations from a counterparty that the counterparty does not satisfy the criteria defining U.S. person set forth in Rule 3a71–3(a)(4)(i), unless such person knows or has reason to know that the representation is not accurate. Commission staff has estimated, based on its understanding of OTC derivatives markets, including the domiciles of counterparties that are active in the market, that approximately 3,000 entities will provide representations that they do not meet the criteria necessary to be U.S. persons. As with representations regarding whether a transaction is conducted through a foreign branch, the Commission estimates the maximum total third-party disclosure burden associated with developing new representations will be, for each counterparty that will make such representations, no more than five hours and up to $2,000 for the services of outside professionals. Across the 3,000 respondents, this aggregates to a maximum of approximately 15,000 hours, or 5,000 hours per year when annualized over three years. This estimate assumes little or no reliance on standardized disclosure language. The Commission expects that the majority of the burden associated with the disclosure requirements will be experienced during the first year as language is developed and trading documentation is amended. After the new representations are developed and incorporated into trading documentation, the Commission believes that the annual third-party disclosure burden associated with this requirement will be no more than approximately 10 hours per counterparty for verifying representations with existing counterparties and onboarding new counterparties. Across the 3,000 respondents, this aggregates to a maximum of approximately 30,000 hours. The Commission believes that some of the entities that comply with Rule 3a71– 3 will seek outside counsel to help them develop new representations. For PRA VerDate Sep<11>2014 17:11 Oct 31, 2022 Jkt 259001 purposes, the Commission assumes that all 3,000 respondents will seek outside legal for the first year only and will, on average, consult with outside counsel for a cost of up to $2,000. The Commission also assumes that none of those 3,000 respondents will seek outside legal services for year two or year three. Thus, the Commission expects that the aggregate cost over those 3,000 respondents over the threeyear period will be $6 million, or $2 million per year when annualized over three years. The Commission expects the total labor cost per respondent will be approximately $666.67 when annualized over three years. 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 by December 1, 2022 to (i) MBX.OMB.OIRA.SEC_desk_officer@ omb.eop.gov and (ii) David Bottom, Director/Chief Information Officer, Securities and Exchange Commission, c/ o John Pezzullo, 100 F Street NE, Washington, DC 20549, or by sending an email to: PRA_Mailbox@sec.gov.’’ Dated: October 26, 2022. Sherry R. Haywood, Assistant Secretary. [FR Doc. 2022–23693 Filed 10–31–22; 8:45 am] BILLING CODE 8011–01–P SMALL BUSINESS ADMINISTRATION Partners, LLC, said license is hereby declared null and void. Bailey DeVries, Associate Administrator, Office of Investment and Innovation, United States Small Business Administration. [FR Doc. 2022–23667 Filed 10–31–22; 8:45 am] BILLING CODE 8026–09–P SMALL BUSINESS ADMINISTRATION [Disaster Declaration #17616 and #17617; ARIZONA Disaster Number AZ–00086] Presidential Declaration Amendment of a Major Disaster for Public Assistance Only for the State of Arizona U.S. Small Business Administration. AGENCY: ACTION: Amendment 1. This is an amendment of the Presidential declaration of a major disaster for Public Assistance Only for the State of Arizona (FEMA–4668–DR), dated 09/02/2022. Incident: Severe Storms. Incident Period: 07/17/2022 through 07/18/2022. SUMMARY: Issued on 10/21/2022. Physical Loan Application Deadline Date: 11/03/2022. Economic Injury (EIDL) Loan Application Deadline Date: 06/02/2023. DATES: Submit completed loan applications to: U.S. Small Business Administration, Processing and Disbursement Center, 14925 Kingsport Road, Fort Worth, TX 76155. ADDRESSES: A. Escobar, Office of Disaster Assistance, U.S. Small Business Administration, 409 3rd Street SW, Suite 6050, Washington, DC 20416, (202) 205–6734. FOR FURTHER INFORMATION CONTACT: The notice of the President’s major disaster declaration for Private Non-Profit organizations in the State of Arizona, dated 09/02/2022, is hereby amended to extend the deadline for filing applications for physical damage as a result of this disaster to 11/03/2022. All other information in the original declaration remains unchanged. SUPPLEMENTARY INFORMATION: [License No. 04/04–0271] BB&T Capital Partners, LLC; Surrender of License of Small Business Investment Company Pursuant to the authority granted to the United States Small Business Administration under the Small Business Investment Act of 1958, as amended, under section 309, and the Small Business Administration Rules and Regulations (13 CFR 107.1900) to function as a small business investment company under the Small Business Investment Company License No. 04/ 04–0271 issued to BB&T Capital PO 00000 Frm 00111 Fmt 4703 Sfmt 4703 (Catalog of Federal Domestic Assistance Number 59008) Rafaela Monchek, Acting Associate Administrator for Disaster Assistance. [FR Doc. 2022–23704 Filed 10–31–22; 8:45 am] BILLING CODE 8026–09–P E:\FR\FM\01NON1.SGM 01NON1

Agencies

[Federal Register Volume 87, Number 210 (Tuesday, November 1, 2022)]
[Notices]
[Pages 65841-65842]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-23693]


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SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-655, OMB Control No. 3235-0717]


Submission for OMB Review; Comment Request; Extension: Exchange 
Act Rule 3a71-3

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 approval of extension of the 
previously approved collection of information provided for in Rule 
3a71-3 under the Securities Exchange Act of 1934 (15 U.S.C. 78a et 
seq.).
    The compliance date for Rule 3a71-3 was in November 2021. The 
representations contemplated by Rule 3a71-3 will be relied upon by 
counterparties to determine whether such transaction is a ``transaction 
conducted through a foreign branch'' of a U.S. bank counterparty, as 
defined in Rule 3a71-3(a)(3)(i), as well as to verify whether a 
security-based swap counterparty is a ``U.S. person.'' Counterparties 
to security-based swap transactions may voluntarily give such 
representations to one another to reduce operational costs and allow 
each party to ascertain whether such transaction is subject to certain 
Title VII requirements. Because any representations provided to 
counterparties under Rule 3a71-3 will constitute voluntary third-party 
disclosures, the Commission will not typically receive these 
disclosures.
    The Commission believes that the representations contemplated by 
Rule 3a71-3 will, in most cases, be made through amendments to the 
parties' existing trading documentation (e.g., the schedule to a master 
agreement). The Commission believes that, because trading relationship 
documentation is established between two counterparties, whether a 
counterparty is able to represent that it is entering into a 
``transaction conducted through a foreign branch'' or that it does not 
meet the criteria of the ``U.S. person'' definition will not change on 
a transaction-by-transaction basis and, therefore, such representations 
will generally be made in the schedule to a master agreement, rather 
than in individual confirmations. The Commission anticipates that 
counterparties may elect to develop and incorporate these 
representations in trading documentation following the effective date 
of the Commission's security-based swap regulations, rather than 
incorporating specific language on a transactional basis. The 
Commission believes that counterparties will be able to adopt, where 
appropriate, standardized language across all of their security-based 
swap trading relationships. The Commission believes that this 
standardized language may be developed by individual respondents or 
through a combination of trade associations and industry working 
groups.

a. Representations Regarding a ``Transaction Conducted Through a 
Foreign Branch''

    Pursuant to Rule 3a71-3, parties to security-based swaps are 
permitted to rely on certain representations from their counterparties 
when determining whether a transaction falls within the definition of a 
``transaction conducted through a foreign branch.'' Based on its 
understanding of the current state of the security-based swap market, 
the Commission staff estimates that nine entities will incur burdens 
under this collection of information, whether solely in connection with 
the business conduct requirements or also in connection with the 
application of the de minimis exception.
    The Commission estimates the one-time third-party disclosure burden 
associated with developing representations under this collection of 
information will be, for each U.S. bank counterparty that will make 
such representations, no more than five hours, and up to $2,000 for the 
services of outside professionals. Across the nine respondents, this 
amounts to approximately 45 hours, or 15 hours per year when annualized 
over three years. This estimate assumes little or no reliance on 
standardized disclosure language.
    The Commission expects that the majority of the burden associated 
with the new disclosure requirements will be experienced during the 
first year as language is developed and trading documentation is 
amended. The Commission further believes that the ongoing third-party 
disclosure burden associated with this requirement will be 10 hours per 
U.S. bank counterparty for verifying representations with existing 
counterparties, for a total of approximately 90 hours across the nine 
respondents.\1\
---------------------------------------------------------------------------

    \1\ The Commission staff estimates that this burden will consist 
of 10 hours of in-house counsel time for each security-based swap 
market participant that will make such representations. See Business 
Conduct Adopting Release, at 30097, note 1581.
---------------------------------------------------------------------------

    The Commission believes that some of the entities that will comply 
with Rule 3a71-3 will seek outside counsel to help them develop new 
representations contemplated by Rule 3a71-3. For PRA purposes, the 
Commission assumes that all nine respondents will seek outside counsel 
for the first year only and will, on average, consult with outside 
counsel for a cost of up to $2,000. The Commission also assumes that 
none of the nine respondents will seek outside legal services for year 
two or year three.

[[Page 65842]]

Thus, the Commission expects the aggregate cost to the nine respondents 
over the three-year period will be $18,000, or $6,000 per year when 
annualized over three years. The Commission expects the total labor 
cost per respondent will be approximately $666.67 when annualized over 
three years.

b. Representations Regarding U.S.-Person Status

    Pursuant to Rule 3a71-3(a)(4)(iv), persons may rely on 
representations from a counterparty that the counterparty does not 
satisfy the criteria defining U.S. person set forth in Rule 3a71-
3(a)(4)(i), unless such person knows or has reason to know that the 
representation is not accurate. Commission staff has estimated, based 
on its understanding of OTC derivatives markets, including the 
domiciles of counterparties that are active in the market, that 
approximately 3,000 entities will provide representations that they do 
not meet the criteria necessary to be U.S. persons.
    As with representations regarding whether a transaction is 
conducted through a foreign branch, the Commission estimates the 
maximum total third-party disclosure burden associated with developing 
new representations will be, for each counterparty that will make such 
representations, no more than five hours and up to $2,000 for the 
services of outside professionals. Across the 3,000 respondents, this 
aggregates to a maximum of approximately 15,000 hours, or 5,000 hours 
per year when annualized over three years. This estimate assumes little 
or no reliance on standardized disclosure language.
    The Commission expects that the majority of the burden associated 
with the disclosure requirements will be experienced during the first 
year as language is developed and trading documentation is amended. 
After the new representations are developed and incorporated into 
trading documentation, the Commission believes that the annual third-
party disclosure burden associated with this requirement will be no 
more than approximately 10 hours per counterparty for verifying 
representations with existing counterparties and onboarding new 
counterparties. Across the 3,000 respondents, this aggregates to a 
maximum of approximately 30,000 hours.
    The Commission believes that some of the entities that comply with 
Rule 3a71-3 will seek outside counsel to help them develop new 
representations. For PRA purposes, the Commission assumes that all 
3,000 respondents will seek outside legal for the first year only and 
will, on average, consult with outside counsel for a cost of up to 
$2,000. The Commission also assumes that none of those 3,000 
respondents will seek outside legal services for year two or year 
three. Thus, the Commission expects that the aggregate cost over those 
3,000 respondents over the three-year period will be $6 million, or $2 
million per year when annualized over three years. The Commission 
expects the total labor cost per respondent will be approximately 
$666.67 when annualized over three years.
    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 by December 1, 2022 to (i) 
[email protected] and (ii) David Bottom, 
Director/Chief Information Officer, Securities and Exchange Commission, 
c/o John Pezzullo, 100 F Street NE, Washington, DC 20549, or by sending 
an email to: [email protected].''

    Dated: October 26, 2022.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2022-23693 Filed 10-31-22; 8:45 am]
BILLING CODE 8011-01-P
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