Federal Register / Vol. 87, No. 93 / Friday, May 13, 2022 / Notices 29411 

1Business Conduct Standards for Security-Based 

Swap Dealers and Major Security-Based Swap 

Participants, Exchange Act Release 77617 (Apr. 14, 

2016), 81 FR 29959 (May 13, 2016). See also 

Business Conduct Standards for Security-Based 

Swap Dealers and Major Security-Based Swap 

Participants; Correction, Exchange Act Release 

77617A (May 19, 2016), 81 FR 32643 (May 24, 

2016). (together, ‘the Business Conduct Rules for 

SBSDs and MSBSPs’’ or ‘‘BCS Rules’’) 

2 Dodd-Frank Wall Street Reform and Consumer 

Protection Act, Pub. L. 111–203, 124 Stat. 1376 

(2010) (‘‘Dodd-Frank Act’’). 

information to the Commission and post 

it on their corporate websites, if any, in 

interactive data format using eXtensible 

Business Reporting Language (XBRL). 

This collection of information is located 

primarily in registration statement and 

report exhibit provisions, which require 

interactive data, and Rule 405 of 

Regulation S–T (17 CFR 232.405), which 

specifies how to submit and post 

interactive data. The exhibit provisions 

are in Item 601(b)(101) of Regulation S– 

K (17 CFR 229.601(b)(101)), Form F–10 

under the Securities Act (17 CFR 

239.40) and Forms 20–F, 40–F and 6–K 

under the Exchange Act (17 CFR 

249.220f, 17 CFR 249.240f and 17 CFR 

249.306). 

In interactive data format, financial 

statement information could be 

downloaded directly into spreedsheets 

and analyzed in a variety of ways using 

commercial off-the-shelf software. The 

specified financial information already 

is and will continue to be required to be 

submitted to the Commission in 

traditional format under existing 

requirements. The purpose of the 

interactive data requirement is to make 

financial information easier for 

investors to analyze and assist issuers in 

automating regulatory filings and 

business information processing. We 

estimate that 8,315 respondents per year 

will each submit an average of 4.5 

reponses per year for an estimated total 

of responses. We further estimate an 

internal burden of 54.56446 hours per 

response for a total annual internal 

burden of 2,041,693 hours (54.56446 

hours per response × 37,418 responses). 

An agency may conduct or sponsor, 

and a person is not required to respond 

to, a collection of information unless it 

displays a currently valid 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 by June 13, 2022 to (i) 

www.reginfo.gov/public/do/PRAMain 

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: May 9, 2022. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–10298 Filed 5–12–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–121, OMB Control No. 

3235–0110] 

Submission for OMB Review; 

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: 

Form T–1 

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’’) has submitted to the 

Office of Management and Budget this 

request for extension of the previously 

approved collection of information 

discussed below. 

Form T–1 (17 CFR 269.1) is a 

statement of eligibility and qualification 

under the Trust Indenture Act of 1939 

(15 U.S.C. 77aaa et seq.) of a corporation 

designated to act as a trustee under an 

indenture. The information is used to 

determine whether the corporation is 

qualified to serve as a trustee. Form T– 

1 is filed on occasion. The information 

required by Form T–1 is mandatory. 

This information is publicly available 

on EDGAR. Form T–1 takes 

approximately 15 hours per response to 

prepare and is filed by approximately 2 

respondents. We estimate that 25% of 

the 15 hours (4 hours) is prepared by the 

company for a total annual reporting 

burden of 8 hours (4 hours per response 

× 2 responses). 

An agency may conduct or sponsor, 

and a person is not required to respond 

to, a collection of information unless it 

displays a currently valid 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 by June 13, 2022 to (i) 

www.reginfo.gov/public/do/PRAMain 

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: May 9, 2022. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–10294 Filed 5–12–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–779, OMB Control No. 

3235–0732] 

Proposed Collection; Comment 

Request 

Upon Written Request, Copies Available 

From: U.S. Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Extension: 

Business Conduct Standards for SecurityBased Swap Dealers and Major SecurityBased Swap Participants 

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 collection of information 

provided for in Business Conduct 

Standards for Security-Based Swap 

Dealers and Major Security-Based Swap 

Participants 1 (17 CFR 240.3a67–10, 

240.3a71–3,240.3a71–6, 240.15Fh–1 

through 15Fh–6 and 240.15Fk–1), 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. 

In 2010, Congress passed the DoddFrank Act, establishing a comprehensive 

framework for regulating the over-thecounter swaps markets.2 As required by 

Title VII of the Dodd-Frank Act, new 

section 15F(h) of the Exchange Act 

established business conduct standards 

for security-based swap (‘‘SBS’’) Dealers 

and Major SBS Participants 


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29412 Federal Register / Vol. 87, No. 93 / Friday, May 13, 2022 / Notices 

3 Id. 

4Commission staff has prepared separate 

supporting statements pursuant to the Paperwork 

Reduction Act (‘‘PRA’’) regarding Rules 3a71–3(c) 

and 3a71–6, which address the cross-border 

application of the business conduct standards and 

the availability of substituted compliance. The 

Office of Management and Budget (‘‘OMB’’) has 

assigned control number 3235–0717 to Rule 3a71– 

3(c) and 3235–0715 to Rule 3a71–6. Rule 3a67– 

10(d) is a definitional rule and does not have a PRA 

burden associated with it. Rules 3a71–3(a), 15Fh– 

1 and 15Fh–2(b) and (c) address scope of the rules 

and definitions and so do not have PRA burdens 

associated with them. 

5Unless otherwise noted, estimates were derived 

from the DTCC–TIW data set (November 2006 

through December 2020). 

6See, Exchange Act Rule 15Fh–5. 

(‘‘collectively ‘‘SBS Entities’’) in their 

dealings with counterparties, including 

special entities. In 2016, in order to 

implement the Dodd-Frank Act, the 

Commission adopted the BCS Rules for 

SBS Dealers and Major SBS 

Participants,3 a comprehensive set of 

business conduct standards and chief 

compliance officer requirements 

applicable to SBS Entities, that are 

designed to enhance transparency, 

facilitate informed customer decisionmaking, and heighten standards of 

professional conduct to better protect 

investors.4

Rules 15Fh–1 through 15Fh–6 and 

15Fk–1 require SBS Entities to: 

• Verify whether a counterparty is an 

eligible contract participant and 

whether it is a special entity; 

• Disclose to the counterparty 

material information about the SBS, 

including material risks, characteristics, 

incentives and conflicts of interest; 

• Provide the counterparty with 

information concerning the daily mark 

of the SBS; 

• Provide the counterparty with 

information regarding the ability to 

require clearing of the SBS; 

• Communicate with counterparties 

in a fair and balanced manner based on 

principles of fair dealing and good faith; 

• Establish a supervisory and 

compliance infrastructure; and 

• Designate a chief compliance officer 

that is required to fulfill the described 

duties and provide an annual 

compliance report. 

The rules also require SBS Dealers to: 

• Determine that recommendations 

they make regarding SBS are suitable for 

their counterparties. 

• Establish, maintain and enforce 

written policies and procedures 

reasonably designed to obtain and retain 

a record of the essential facts concerning 

each known counterparty that are 

necessary to conduct business with such 

counterparty; and 

• Comply with rules designed to 

prevent ‘‘pay-to-play.’’ 

The rules also define what it means to 

‘‘act as an advisor’’ to a special entity, 

and require an SBS Dealer who acts as 

an advisor to a special entity to: 

• Make a reasonable determination 

that any security-based swap or trading 

strategy involving a security-based swap 

recommended by the SBS Dealer is in 

the best interests of the special entity 

whose identity is known at a reasonably 

sufficient time prior to the execution of 

the transaction to permit the SBS Dealer 

to comply with this obligation; and 

• Make reasonable efforts to obtain 

such information that the SBS Dealer 

considers necessary to make a 

reasonable determination that a 

security-based swap or trading strategy 

involving a security-based swap is in 

the best interests of the known special 

entity. 

In addition, the rules require SBS 

Entities acting as counterparties to 

special entities to reasonably believe 

that the counterparty has an 

independent representative who meets 

the following requirements: 

• Has sufficient knowledge to 

evaluate the transaction and risks; 

• Is not subject to a statutory 

disqualification; 

• Undertakes a duty to act in the best 

interests of the special entity; 

• Makes appropriate and timely 

disclosures to the special entity of 

material information concerning the 

security-based swap; 

• Evaluates, consistent with any 

guidelines provided by the special 

entity, the fair pricing and the 

appropriateness of the security-based 

swap; 

• Is independent of the security-based 

swap dealer or major security-based 

swap participant that is the 

counterparty to a proposed securitybased swap. 

Under the rules, the special entity’s 

independent representative must also be 

subject to pay-to-play regulations, and if 

the special entity is an ERISA plan, the 

independent representative must be an 

ERISA fiduciary. 

The information that must be 

collected pursuant to the BCS Rules is 

intended to increase accountability and 

transparency in the market. The 

information will therefore help establish 

a framework that protects investors and 

promotes efficiency, competition and 

capital formation. 

Based on a review of recent data, as 

of 2020, the Commission estimates the 

number of respondents to be as follows: 

44 SBS Dealers, 0 Major SBS 

Participants, for a total of 44 ‘‘SBS 

Entities’’.5 Further, we estimate that 

approximately 41 of these 44 SBS 

Entities will be dually registered with 

the CFTC as Swap Entities. We also 

estimate that there are currently 15,187 

security-based swap market participants 

of which 11,531 are also swap market 

participants. In 2020, there were 

approximately 354,814 security-based 

swap transactions between an SBS 

Dealer and counterparty that is not an 

SBS Dealer of which 225,924 were new 

and 6,841amended trades (totaling 

232,765). The Commission estimates 

there are 329 independent, third-party 

representatives and 23 in-house 

independent representatives.6 We 

estimate that there are approximately 

11,219 unique SBS Dealer and non-SBSDealer pairs. We have used these 

estimates in calculating the hour and 

cost burdens for the rule provisions that 

we anticipate have a ‘‘collection of 

information’’ burden within the 

meaning of the PRA. 

The Commission estimates that the 

aggregate burden of the ongoing 

reporting and disclosures required by 

the BCS Rules, as described above, is 

approximately 486,535 hours and 

$1,812,800 calculated as follows: 


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Federal Register / Vol. 87, No. 93 / Friday, May 13, 2022 / Notices 29413 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A). A proposed rule change 

may take effect upon filing with the Commission if 

it is designated by the exchange as ‘‘establishing or 

changing a due, fee, or other charge imposed by the 

self-regulatory organization on any person, whether 

or not the person is a member of the self-regulatory 

organization.’’ 15 U.S.C. 78s(b)(3)(A)(ii). 

4 15 U.S.C. 78s(b)(3)(C). 

5 15 U.S.C. 78s(b)(2)(B). 

6See Securities Exchange Act Release No. 94722 

(April 14, 2022), 87 FR 23660. 

7 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A). A proposed rule change 

may take effect upon filing with the Commission if 

it is designated by the exchange as ‘‘establishing or 

changing a due, fee, or other charge imposed by the 

self-regulatory organization on any person, whether 

or not the person is a member of the self-regulatory 

organization.’’ 15 U.S.C. 78s(b)(3)(A)(ii). 

Section Type of burden Respondents Ongoing annual burden 

(hours) 

Ongoing annual burden 

(cost) 

Industry-wide 

annual burden 

(hours) 

Industry-wide 

annual burden 

(cost) 

15Fh–3(b), (c), (d) Disclosures—SBS Entities ................. Reporting ........... 44 4,120 $0 181,280 $0 

15Fh–3(b), (c), (d) Disclosures—SBS Transactions Between SBS Dealer and Non-SBSD 

Counterparty.

Reporting ........... 232,765 1 0 232,765 0 

15Fh–3(e), (f) ....... Know Your Counterparty and Recommendations (SBS Dealers).Reporting ........... 44 127.5 0 5,610 0 

15Fh–3(g) ............. Fair and Balanced Communications .. Reporting ........... 44 2 3,600 88 158,400 

15Fh–3(h) ............. Supervision ......................................... Reporting ........... 44 540 4,800 23,760 211,200 

15Fh–5 ................. SBS Entities Acting as Counterparties 

to Special Entities.

Reporting ........... 44 352 0 15,488 0 

15Fh–5 ................. SBS Entities Acting as Counterparties 

to Special Entities.

Third-Party Disclosure.44 352 0 15,488 0 

15Fh–6 ................. Political Contributions ......................... Reporting ........... 44 1 25,600 44 1,126,400 

15Fk–1 ................. Chief Compliance Officer ................... Reporting ........... 44 273 7,200 12,012 316,800 

Total .............. ............................................................. ........................... ........................ ........................ ........................ 486,535 1,812,800 

Written comments are invited on: (a) 

Whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

agency, 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 by 

July 12, 2022. 

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 

Pezzullo, 100 F Street NE, Washington, 

DC 20549, or send an email to: PRA_

Mailbox@sec.gov. 

Dated: May 9, 2022. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–10286 Filed 5–12–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94876; File No. SR– 

PEARL–2022–12] 

Self-Regulatory Organizations; MIAX 

PEARL LLC; Notice of Withdrawal of 

Proposed Rule Change To Amend the 

MIAX PEARL Options Fee Schedule To 

Increase the Monthly Fees for MIAX 

Express Network Full Service Port 

May 9, 2022. 

On April 1, 2022, MIAX PEARL LLC 

(‘‘MIAX Pearl’’ or ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

to Section 19(b)(1) of the Securities 

Exchange Act of 1934 (‘‘Act’’),1 and 

Rule 19b–4 thereunder,2 a proposed rule 

change to amend the MIAX Pearl 

Options Fee Schedule to increase the 

monthly fees for the MIAX Express 

Network Full Service (‘‘MEO’’) Ports. 

The proposed rule change was 

immediately effective upon filing with 

the Commission pursuant to Section 

19(b)(3)(A) of the Act.3 On April 20, 

2022, the proposed rule change was 

published for comment in the Federal 

Register and, pursuant to Section 

19(b)(3)(C) of the Act,4 the Commission: 

(1) Temporarily suspended the 

proposed rule change; and (2) instituted 

proceedings under Section 19(b)(2)(B) of 

the Act 5 to determine whether to 

approve or disapprove the proposed 

rule change.6 On May 2, 2022, the 

Exchange withdrew the proposed rule 

change (SR–PEARL–2022–12). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.7

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–10261 Filed 5–12–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94875; File No. SR– 

PEARL–2022–11] 

Self-Regulatory Organizations; MIAX 

PEARL LLC; Notice of Withdrawal of 

Proposed Rule Change To Amend the 

MIAX PEARL Options Fee Schedule To 

Increase Certain Connectivity Fees 

May 9, 2022. 

On April 1, 2022, MIAX PEARL LLC 

(‘‘MIAX Pearl’’ or ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

to Section 19(b)(1) of the Securities 

Exchange Act of 1934 (‘‘Act’’),1 and 

Rule 19b–4 thereunder,2 a proposed rule 

change to amend the MIAX Pearl 

Options Fee Schedule to increase 

certain connectivity fees. 

The proposed rule change was 

immediately effective upon filing with 

the Commission pursuant to Section 

19(b)(3)(A) of the Act.3 On April 20, 

2022, the proposed rule change was 

published for comment in the Federal 

Register and, pursuant to Section 


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