option to its customers. However, given the costs of being a registered
entity, it may be less likely for an entity that is not otherwise
registered to register as an SBS Entity. Consequently, the Commission
believes that thirty-five SBS Entities will register with the
Commission using Form SBSE-A, twelve SBS Entities will register with
the Commission using Form SBSE-BD, and eight SBS Entities will register
with the Commission using Form SBSE. Thus, the total estimated cost to
all entities to research, complete, and file Forms to register as SBS
Entities would be approximately $424,800.\134\
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    \134\ $424,800 = (35 x $9,440) + (16 x $2,950) + (4 x $11,800).
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    Proposed Rule 15Fb2-3 would require that SBS Entities amend their
applications if they find that the information contained therein has
become inaccurate. While SBS Entities may need to update their Forms
periodically, it likely would not cost a significant amount to make
such changes because each firm will have already completed Form SBSE,
Form SBSE-A, or Form SBSE-BD, as applicable, and would only need to
amend that aspect of the Form that has become inaccurate. Based on the
number of amendments the Commission receives annually on Form BD,\135\
the Commission estimates that each SBS Entity would file approximately
three amendments annually. Consequently, the Commission estimates that
the cost for each SBS Entity to complete and file amendments to its
forms is

approximately $885.\136\ Thus, the Commission estimates that it would
cost all SBS Entities approximately $48,675 annually to complete and
file these amendments.\137\
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    \135\ On March 1, 2010 there were 5,163 broker-dealers
registered with the Commission (based on Form BD data). The
Commission received 20,666, 17,839, 16,702, 16,365, and 17,247
amended Forms BD during the fiscal years ending 9/30/2005, 9/30/
2006, 9/30/2007, 9/30/2008 and 9/30/2009, respectively. ((20,666 +
17,839 + 16,702 + 16,365 + 17,247)/5 years)/5,163 broker-dealers =
3.44 amendments per broker-dealer per year.
    \136\ While it is likely that the time necessary to file an
amendment to Form SBSE, Form SBSE-A, or Form SBSE-BD, as applicable
may vary depending on the nature and complexity of the information
to be amended, the staff estimates, based on experience, that it
likely would take an SBS Entity, on average, approximately one hour
to amend its application each time it files an amendment. The staff
believes that an SBS Entity would have a Compliance Manager complete
and file amendments to the SBS Entity's forms, and that the pay
scales for broker-dealers and SBS Entities would likely be similar.
According to the SIFMA publication titled Management & Professional
Earnings in the Securities Industry 2009, as modified by Commission
staff to account for an 1,800-hour work-year and multiplied by 5.35
to account for bonuses, firm size, employee benefits and overhead,
the hourly cost of a Compliance Manager is approximately $295/hour.
1 hours x $295 x three per year = $885.
    \137\ $885 x 55 SBS Entities = $48,675.
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    Proposed Rule 15Fb3-1 would require an SBS Entity seeking to
withdraw from Commission registration to file Form SBSE-W. Given that
the cost and effort to register as an SBS Entity will be significant,
the Commission believes that entities will not enter and exit this
business regularly. Further, the Commission believes it is unlikely
that any SBS Entity will withdraw from registration within the first
year. However, there will be a cost associated with withdrawing from
registration as an SBS Entity must file a Form SBSE-W to do so. As the
Form SBSE-W is only one page and consists of information readily
available to SBS Entities, the Commission estimates that the cost for
an SBS Entity to complete and file a Form SBSE-W would be approximately
$295.\138\
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    \138\ The staff estimates, based on experience, that it likely
would take an SBS Entity, on average, approximately one hour to
complete and file a Form SBSE-W. The staff believes that an SBS
Entity would have a Compliance Manager complete and file Form SBSE-
W, and that the pay scales for broker-dealers and SBS Entities would
likely be similar. According to the SIFMA publication titled
Management & Professional Earnings in the Securities Industry 2009,
as modified by Commission staff to account for an 1,800-hour work-
year and multiplied by 5.35 to account for bonuses, firm size,
employee benefits and overhead, the hourly cost of a Compliance
Manager is approximately $295/hour. 1 hour x $295 = $295.
---------------------------------------------------------------------------

    The Dodd-Frank Act clearly requires registration of SBS Entities.
All other entities that register with the Commission do so by filing
some type of application, which may be a standardized form (e.g., Form
TA-1, Form ADV and Form BD). The Commission generally requires that
registered entities amend these forms to correct inaccurate information
either as necessary or periodically. Further, all other entities that
with to withdraw from Commission registration must file some type of
notice with the Commission, which may be a standardized form (see,
e.g., Form TA-W, Form ADVW, and Form BDW). Thus, it is likely that
Congress contemplated or intended that the Commission establish this
type of registration regime. The Commission believes the use of
conditional registration and the certification process using Form SBSE-
C is a reasonable and relatively low cost method to assure that firms
have operational, financial and compliance capabilities to act as SBS
Entities and implement adequate procedures to comply with federal
securities laws and provide the Commission with a basis to take final
action on SBS Entity registration.
2. Costs of Certification
    Paragraph (b) of proposed Rule 15Fb2-1 would require that each SBS
Entity have a knowledgeable senior officer certify that, after due
inquiry, he or she has reasonably determined that the SBS Entity has
the operational, financial, and compliance capabilities to act as an
SBS Dealer or major security-based swap participant, as applicable, and
has documented the process by which he or she has reached such
determination. Each SBS Entity would need to provide this certification
on Form SBSE-C only once. The Commission believes that the majority of
the cost associated with this certification would arise from the review
the senior officer conducts, or has others conduct, prior to certifying
that the SBS Entity has the requisite operational, financial, and
compliance capabilities.\139\ The senior officer would also need to
certify that he or she has documented this process.
---------------------------------------------------------------------------

    \139\ See supra note 42.
---------------------------------------------------------------------------

    The Commission understands (based on the staff's experience with
broker-dealers and other regulated entities) that, in satisfying other
certification requirements, SBS Entities may use different processes,
depending on the facts and circumstances of their business. Some SBS
Entities may develop more or less robust process than others and, as a
result, may incur higher or lower than average costs. Some SBS Entities
may use a sub-certification process whereby the senior officer will not
certify a firm-wide statement unless and until other persons
responsible for certain activities in turn certify to the senior
officer that the standard has been met, while other firms may use an
internal or external audit-type process whereby a senior officer may
choose to employ a third party to review an area subject to a firm-wide
certification before submitting the certification. There may be other
processes an SBS Entity could use to provide a basis for a senior
officer's reasonable determination that the SBS Entity has the
requisite capabilities that we have not specifically identified here.
Many factors outside of the Commission's control \140\ may determine
whether an SBS Entity might choose to utilize an internal process, as
opposed to an external process, to serve as a basis for the Senior
Officer Certification. For purposes of this economic analysis, we will
estimate that approximately half, or twenty-eight of the SBS Entities,
may use an internal process and the other half, or twenty-seven of the
SBS Entities, will use an external process.
---------------------------------------------------------------------------

    \140\ See supra note 103.
---------------------------------------------------------------------------

    The Commission believes that, regardless of whether an SBS Entity
may choose to utilize an internal process, as opposed to an external
process, to serve as a basis for the Senior Officer Certification, it
will cost approximately $10,450 on average for a senior officer to
review documents provided either by subordinates or by a third party to
gain the comfort necessary to sign and to sign the Senior Officer
Certification.\141\ The Commission estimates that, if an SBS Entity
opted to conduct an internal review of the SBS Entity's operational,
financial and compliance capabilities, it will cost each SBS Entity
approximately an additional $73,150 \142\ for other SBS

Entity employees to assess the SBS Entity's operational, financial, and
compliance capabilities and provide the senior officer with whatever
sub-certifications or other documents he or she may request to obtain
the necessary comfort before signing the Senior Officer Certification.
Alternatively, if an SBS Entity opted to conduct an external review of
the SBS Entity's operational, financial and compliance capabilities,
the Commission estimates that it will cost each SBS Entity
approximately an additional $600,000.\143\ Thus, the Commission
estimates that this certification requirement will cost all SBS
Entities a total of approximately $18,822,950.\144\
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    \141\ The Commission has previously estimated that the burden
associated with having a senior officer sign a certification likely
would be approximately five hours. See supra note 104. The
Commission has also estimated that it would take a senior officer
approximately twenty hours to review, document, and update
compliance procedures, (Id.) which the staff believes would be
analogous to reviewing documents provided either by subordinates or
a third party to gain comfort necessary to sign the Senior Officer
Certification, and to document this review. The staff believes the
pay scales for broker-dealers and SBS Entities would likely be
similar, and that the pay of a Chief Compliance Officer likely would
be similar to the amount paid to other senior officers. According to
the SIFMA's publication titled Management & Professional Earnings in
the Securities Industry 2009, as modified by Commission staff to
account for an 1,800-hour work-year and multiplied by 5.35 to
account for bonuses, firm size, employee benefits and overhead, the
hourly cost of a Chief Compliance Officer is approximately $418/
hour. 25 hours x $418 = $10,450.
    \142\ Commission staff estimates, based on its experience
relative to the securities and OTC derivatives industries, that if a
senior officer opted to conduct an internal review of the SBS
Entity's operational, financial, and compliance capabilities, it
would take approximately one hundred and seventy five additional
hours for other SBS Entity employees to assess the SBS Entity's
operational, financial, and compliance capabilities and provide the
senior officer with whatever sub-certifications or other documents
he or she may request to obtain the necessary comfort before signing
the Senior Officer Certification. The staff believes the pay scales
for broker-dealers and SBS Entities would likely be similar, and
that the pay of a Chief Compliance Officer likely would be similar
to the amount paid to other senior officers. According to the
SIFMA's publication titled Management & Professional Earnings in the
Securities Industry 2009, as modified by Commission staff to account
for an 1,800-hour work-year and multiplied by 5.35 to account for
bonuses, firm size, employee benefits and overhead, the hourly cost
of a Chief Compliance Officer is approximately $418/hour. For
purposes of this estimate, we will assume that those a senior
officer may consult with are paid at approximately the same level.
175 hours x $418 = $73,150.
    \143\ The Commission has previously estimated that the burden
associated with obtaining an internal control report from a third
party would cost approximately $250,000. See supra note 107. The
staff believes that an internal control report would be roughly
analogous to a third party review of each SBS Entity capability
included in the Senior Officer Certification; however, the staff
believes the cost of a third party review of an SBS Entity's
capabilities likely would be less than the cost of three separate
internal control reviews because the third party review of
capabilities would not require an accountant's opinion and because
some economies of scale likely could be achieved when a third party
reviews three capabilities for a single SBS Entity. Depending on the
facts and circumstances of an SBS Entity's business, third party
service providers may use different methods to assess each of an SBS
Entity's capabilities and report their findings to the SBS Entity,
which may affect the cost of the review and the amount a third party
charges an SBS Entity for this review. Consequently, the staff
estimates that the cost for an SBS Entity to obtain a third party
review to provide its senior officer with the necessary comfort to
sign the Senior Officer Certification would be approximately
$600,000 to have a third party review the SBS Entity's operational,
financial, and compliance capabilities and provide the SBS Entity
with evidence sufficient to make the senior officer sufficiently
comfortable to sign the Senior Officer Certification.
    \144\ ($10,450 x 55 SBS Entities) + ($73,150 x 28 SBS Entities)
+ ($600,000 x 27 SBS Entities) = $574,750 + $2,048,200 + $16,200,000
= $18,822,950.
---------------------------------------------------------------------------

    In addition to these costs, there may be additional costs and
benefits relating to certification that are more difficult to quantify.
For instance, the requirement to certify as to capabilities may impose
costs on SBS Entities relating to the legal uncertainty and potential
liability that arises from the possibility that a regulator may find
that the certification was inaccurate or false. However, a potential
benefit would be to focus senior officers' attention to assuring that
an SBS Entity conducts its business in accordance with the
certification language. In addition, the more robust the process and
meaningful the review of an SBS Entity's capabilities, the more likely
that review will fulfill the Commission's goals in proposing the Senior
Officer Certification requirement, and the more likely the process will
help the SBS Entity to strengthen its capabilities, processes and
controls which could serve to decrease operational, financial, and
compliance risks.
    In addition, the Senior Officer Certification is designed to help
assure the Commission, potential investors in, customers of, and
counterparties to an SBS Entity that the SBS Entity has the requisite
capabilities to act in that capacity. By providing this assurance after
a senior officer has performed due inquiry, the Senior Officer
Certification requirement also could prevent entities who may be more
likely to fail because they do not have the requisite capabilities from
registering with the Commission, which could help prevent disorderly
and unstable markets. Further, the Senior Officer Certification may
enhance market participants' ability to assess the counterparty credit
risk associated with a particular SBS Entity counterparty. In this way,
the Senior Officer Certification should help to protect market
participants from SBS Entities that are not competent to engage in that
business, lack the financial resources to do so, or are unable or
unwilling to comply with applicable law.
3. Costs Relating to Associated Persons
    The Dodd-Frank Act makes it unlawful for SBS Entities to permit any
associated person subject to a statutory disqualification to effect or
be involved in effecting security-based swaps on its behalf if it knew
or, in the exercise of reasonable care should have known, of the
statutory disqualification. Proposed Rule 15Fb6-1 would require that
SBS Entities obtain a questionnaire or application for employment
executed by each of its associated persons who is involved in effecting
security based swaps on behalf of the SBS Entity that contains certain,
specified information. The proposed rule further would provide that the
questionnaire or application must be reviewed and signed by the SBS
Dealer's or major security-based swap participant's Chief Compliance
Officer. Finally, the CCO would need to certify that no associated
person that effects or is involved in effecting security-based swaps on
behalf of the SBS Entity is subject to a statutory disqualification.
SBS Entities would only need to fulfill these obligations for
associated persons that effect or are involved in effecting security
based swaps on behalf of the SBS Entity.\145\ The Commission estimates,
based on the staff's experience in dealing with entities that likely
will need to register as SBS Entities, that SBS Entities each have, on
average, 25 associated persons that effect or are involved in effecting
security-based swaps on behalf of the SBS Entity. The Commission
believes that the information SBS Entities would need to obtain through
these questionnaires is fairly standard in the financial services
industry, and is already collected by firms registered with the CFTC
and the SEC. In addition, SBS Entities that are registered with the
Commission or the CFTC must already perform background checks on their
employees because of the prohibitions from employment of statutorily
disqualified persons in the CEA and the Exchange Act.
---------------------------------------------------------------------------

    \145\ See supra notes 55 and 56.
---------------------------------------------------------------------------

    The Commission estimates that the cost for each SBS Entity to
review its employment questionnaire or application to verify that it
contains all of the required information and to update the
questionnaire, as necessary, to obtain any information not presently
included on that questionnaire would be approximately $950.\146\ As SBS
Entities that are already registered with the Commission and the CFTC
already collect this information, the Commission estimates that the
cost to all SBS Entities to review employment questionnaire or
application forms, verify that they contain all of the required
information and update the questionnaire or application forms, as
necessary, would be approximately $3,800.\147\
---------------------------------------------------------------------------

    \146\ Commission staff estimates, based on its experience, that
the average time necessary for an SBS Entity to review its
employment questionnaire or application to verify that it contains
all of the required information and to update the questionnaire
would be approximately three hours. The staff believes that an SBS
Entity would have an Attorney perform this review and update, and
that the pay scales for broker-dealers and SBS Entities would likely
be similar. According to the SIFMA's publication titled Management &
Professional Earnings in the Securities Industry 2009, as modified
by Commission staff to account for an 1,800-hour work-year and
multiplied by 5.35 to account for bonuses, firm size, employee
benefits and overhead, the hourly cost of an Attorney is
approximately $316/hour. 3 hours x $316 = $948.
    \147\ $950 x 4 SBS Entities that are not registered with the
Commission or CFTC = $3,800.
---------------------------------------------------------------------------

    The Commission estimates that the cost to require an SBS Entity's
existing associated persons that effect or are

involved in effecting security-based swaps on behalf of the SBS Entity
to provide those few categories of information that they did not
originally provide on their employment questionnaires or applications
would be approximately $6,500.\148\ As SBS Entities that are already
registered with the Commission and the CFTC already collect this
information from employees, the Commission estimates that the cost to
all SBS Entities to obtain additional information from relevant
associated persons, would be approximately $52,000.\149\
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    \148\ Commission staff believes that, as most firms already
collect all or most of the information already, it likely would not
take employees more than an hour each, on average, to provide any
additional information. The staff believes the pay scales for
broker-dealers and SBS Entities would likely be similar. As the
categories of employees that could be required to provide additional
information is diverse (see supra notes 55 and 56) the weighted-
average cost of 46 of the positions included in SIFMA's publication
titled Management & Professional Earnings in the Securities Industry
2009, as modified by Commission staff to account for an 1,800-hour
work-year and multiplied by 5.35 to account for bonuses, firm size,
employee benefits and overhead, the hourly cost of an Attorney is
approximately $260/hour. 1 hour x 25 associated persons x $260 =
$6,500.
    \149\ $6,500 x 4 SBS Entities that are not registered with the
Commission or CFTC = $26,000.
---------------------------------------------------------------------------

    The Commission estimates that the cost to have an SBS Entity's CCO
review and sign each associated person's employment record would be
approximately $418.\150\ The Commission estimates that the cost to all
SBS Entities to have their CCOs review and sign each associated
person's employment record would be approximately $574,750.\151\
---------------------------------------------------------------------------

    \150\ Commission staff estimates, based on staff experience,
that it would take a CCO approximately one hour to review and
approve a relevant employee's employment record. The staff believes
the pay scales for broker-dealers and SBS Entities would likely be
similar. According to the SIFMA's publication titled Management &
Professional Earnings in the Securities Industry 2009, as modified
by Commission staff to account for an 1,800-hour work-year and
multiplied by 5.35 to account for bonuses, firm size, employee
benefits and overhead, the hourly cost of a Chief Compliance Officer
is approximately $418/hour. 1 hour x $418 = $418.
    \151\ $418 x 25 associated persons x 55 SBS Entities = $574,750.
---------------------------------------------------------------------------

    On an ongoing basis, if employee turnover at an SBS Entity averages
12%, each SBS Entity would need to perform background checks and have
its CCO review and sign three new associated persons' employment
records per year. As stated above, the Commission estimates that the
cost to have an SBS Entity's CCO review and sign each associated
person's employment record would be approximately $418. Thus, the cost
of each new associated person would be approximately $418, the ongoing
annual cost to each SBS Entity would be approximately $1,254 \152\ and
the total cost to all SBS Entities to comply with Rule 15Fb6-1 on an
ongoing basis would be approximately $68,970.\153\
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    \152\ $418 x 3 associated persons = $1,254.
    \153\ $1,254 x 55 SBS Entities = $68,970.
---------------------------------------------------------------------------

    The Commission believes that as the CCO would already have reviewed
and signed each employee's employment record, signing the certification
on Schedule G will not take a significant amount of time. Thus, the
Commission estimates that the cost for each SBS Entity to have its CCO
certify on Schedule G that no associated person that effects or is
involved in effecting security-based swaps on behalf of the SBS Entity
is subject to a statutory disqualification would be approximately
$418.\154\ Consequently, the total cost for all SBS Entities to have
their CCO sign this certification on Schedule G would be approximately
$22,990.\155\
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    \154\ Commission staff conservatively estimates that it would
take a CCO approximately one hour to certify that no associated
person that effects or is involved in effecting security-based swaps
on behalf of the SBS Entity is subject to a statutory
disqualification. The staff believes the pay scales for broker-
dealers and SBS Entities would likely be similar. According to the
SIFMA's publication titled Management & Professional Earnings in the
Securities Industry 2009, as modified by Commission staff to account
for an 1,800-hour work-year and multiplied by 5.35 to account for
bonuses, firm size, employee benefits and overhead, the hourly cost
of a Chief Compliance Officer is approximately $418/hour. 1 hour x
$418 = $418.
    \155\ $418 x 55 SBS Entities = $22,990.
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    The Commission believes that, in order to comply with the
prohibition in the Dodd-Frank Act from having statutorily disqualified
associated persons that effect or are involved in effecting security-
based swaps, SBS Entities would need to at least obtain the information
required by proposed Rule 15Fb6-1 and perform a background check.
Having the CCO approve the employment applications and provide the
Commission with a certification would provide the Commission with a
degree of comfort that the SBS Entity is complying with the prohibition
in the Act and aid it in its oversight of SBS Entities.
4. Costs to Nonresident SBS Entities
    The Commission estimates, based on conversations with industry
participants, that approximately 40 percent or twenty-two SBS Entities
will be nonresident SBS Entities. Proposed Rule 15Fb2-4 would require
that each nonresident SBS Entity must obtain an agreement with a United
States person appointing that person as the firm's U.S. agent for
service of process. In addition, Proposed Rule 15Fb2-4 would require
that each nonresident SBS Entity obtain an opinion of counsel stating
that it can provide the Commission with access to records. These
entities also must file an additional schedule (Schedule F) with their
Form SBSE, Form SBSE-A, or Form SBSE-BD, as appropriate, to identify
the firm's U.S. agent for service of process and to certify that the
firm can, as a matter of law, provide the Commission with access to its
books and records.
    The Commission estimates, based on internet research,\156\ that it
would cost each nonresident SBS Entity approximately $125 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 $2,750 per year.\157\
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    \156\ See, e.g., http://www.incnow.com/registered_agent.shtml,
and http://www.ailcorp.com/registeredagent.htm. The staff sought Web
sites that provided pricing information and a comprehensive
description of their registered agent services.
    \157\ $125 per nonresident SBS Entity x 22 nonresident SBS
Entities = $2,750.
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    In addition, nonresident SBS Entities would incur outside legal
costs associated with obtaining an opinion of counsel. In previous
releases, the Commission estimated that firms with a similar
requirement would incur, on average, approximately $900 in outside
legal costs to obtain an opinion of counsel.\158\ This estimate
originally related to the cost a foreign bank issuer would incur to
obtain a legal opinion to provide to the Commission when seeking an
exemption from the requirement to make certain additional
disclosures.\159\ Although the legal opinion for foreign bank issuers
also would address privacy laws in the issuer's home jurisdiction that
may preclude certain disclosures, upon further reflection, we believe
that the legal opinion required for nonresident SBS Entities pursuant
to the proposed rule would likely require additional research and
analysis to prepare. Based on staff experience, the Commission
estimates that each nonresident SBS Entity would incur, on average,

approximately $25,000 in outside legal costs to obtain the necessary
opinion of counsel, and that the total cost for all nonresident SBS
Entities to obtain this opinion of counsel would be approximately
$550,000.\160\
---------------------------------------------------------------------------

    \158\ Security-Based Swap Data Repository Registration, Duties,
and Core Principles, Exchange Act Release No. 63347 (Nov. 19, 2010);
75 FR 77306 (Dec. 10, 2010); Foreign Bank Exemption from the Insider
Lending Prohibition of Exchange Act Section 13(k), Exchange Act
Release No. 49616 (Apr. 26, 2004); 69 FR 24016 (Apr. 30, 2004). The
$900 figure is based on an estimate of $400 an hour for legal
services.
    \159\ Foreign Bank Exemption from the Insider Lending
Prohibition of Exchange Act Section 13(k), Exchange Act Release No.
49616 (Apr. 26, 2004); 69 FR 24016 (Apr. 30, 2004).
    \160\ $25,000 x 22 SBS Entities = $550,000.
---------------------------------------------------------------------------

    The Commission estimates that it would cost each nonresident SBS
Entity approximately $295 to complete Schedule F.\161\ Thus, the
Commission estimates that the total cost for all nonresident SBS
Entities approximately $6,490.\162\
---------------------------------------------------------------------------

    \161\ Commission staff conservatively estimates, based on staff
experience, that the average time necessary for an SBS Entity to
complete and file Schedule F would be approximately one hour. The
staff believes that an SBS Entity would have a Compliance Manager
complete and file Schedule F with its Form SBSE, Form SBSE-A, or
form SBSE-BD, as appropriate, and that the pay scales for broker-
dealers and SBS Entities would likely be similar. According to the
SIFMA publication titled Management & Professional Earnings in the
Securities Industry 2009, as modified by Commission staff to account
for an 1,800-hour work-year and multiplied by 5.35 to account for
bonuses, firm size, employee benefits and overhead, the hourly cost
of a Compliance Manager is approximately $295/hour. 1 hour x $295 =
$295.
    \162\ $295 per nonresident SBS Entity x 22 nonresident SBS
Entities = $6,490.
---------------------------------------------------------------------------

    While the Dodd-Frank Act does not distinguish between resident and
nonresident SBS Entities, it clearly contemplates Commission oversight
of registered SBS Entities. The Commission's experience with other
nonresident registrants has led the staff to believe that these
requirements are necessary and appropriate to allow the Commission to
adequately oversee nonresident SBS Entities.
5. Costs of Retaining Manually Signed Signature Pages
    Pursuant to proposed Rule 15Fb1-1, each signatory to an electronic
filing would be required to, when the electronic filing is made,
manually sign a signature page or other document adopting his or her
signature that appears in typed form within the electronic filing. Each
SBS Entity must retain these manually signed pages until at least three
years after the form or certification has been replaced or is no longer
effective. It is likely that each SBS Entity would need to maintain at
least three pages with manually signed signatures (the execution page
of Form SBSE, SBSE-A, or SBSE-BD, as applicable, Schedule G, and the
Form SBSE-C certification). In addition, nonresident SBS Entities also
will need to retain a manually signed copy of Schedule F. As so few
pages would need to be maintained pursuant to proposed Rule 15Fb1-1,
Commission staff does not believe the costs associated with retaining
them would be significant. Thus, the Commission estimates that it would
cost each SBS Entity approximately $49.17 annually assure that it is
complying with the requirement to retain these manually signed
signature pages,\163\ or a total of approximately $2,704 annually for
all SBS Entities.\164\
---------------------------------------------------------------------------

    \163\ Commission staff conservatively estimates, based on staff
experience, that the average time necessary for an SBS Entity to
assure that it is complying with the requirement to retain these
pages would be approximately ten minutes. The staff believes that an
SBS Entity would have a Compliance Manager to assure that it is
complying with the requirement to retain these pages, and that the
pay scales for broker-dealers and SBS Entities would likely be
similar. According to the SIFMA publication titled Management &
Professional Earnings in the Securities Industry 2009, as modified
by Commission staff to account for an 1,800-hour work-year and
multiplied by 5.35 to account for bonuses, firm size, employee
benefits and overhead, the hourly cost of a Compliance Manager is
approximately $295/hour. 10 minutes x $295 = $49.17.
    \164\ $49.17 per SBS Entity x 55 SBS Entities = $2,704.17.
---------------------------------------------------------------------------

6. Costs Associated With Proposed Temporary Rule 15Fb2-2T
    Proposed temporary Rule 15Fb2-2T would only be adopted if a
technological means to facilitate receipt and retention of applications
is not functional by the time final rules are adopted. Pursuant to
proposed temporary Rule 15Fb2-2T, each SBS Entity would need to file
its application and certification in paper form. Proposed temporary
Rule 15Fb2-2T also would require that each SBS Entity resubmit its
application and certification in electronic form once a technological
means to receive such documents becomes functional.
    The costs associated with completing the forms are discussed above.
Thus, the additional costs associated with proposed temporary Rule
15Fb2-2T would include the postage cost to send a paper form and the
personnel costs associated with later resubmitting the form
electronically.
    The postage costs likely would be driven by the number of pages
each SBS Entity would need to send, which could vary significantly
depending on the number of DRPs each firm must include with its Form.
The staff conservatively estimates that each SBS Entity may incur, on
average, approximately $5 to send its form to the Commission. As the
certification consists of a one page Form SBSE-C, the staff estimates
that it likely would cost an SBS Entity approximately $.50 to send its
certification to the Commission. The Commission hopes that it will have
a technological means to receive these forms functional relatively
quickly; however each SBS Entity may also need to file an amendment
before that occurs. As any amendment would likely include few pages
because the SBS Entity only would need to provide updates to those
items which become inaccurate, the staff estimates that it would cost
each SBS Entity approximately $.50 to send an amendment to the
Commission. Consequently, the total postage cost to each SBS Entity
associated with proposed temporary Rule 15Fb2-2T would be approximately
$6, and the total postage costs associated with proposed temporary Rule
15Fb2-2T would be approximately $330.
    The staff estimates that the costs associated with filing each of
the forms would be minimal, but would be contingent on the length of
the form. The Commission preliminarily believes that it would cost each
SBS Entity approximately $1,180 to resubmit the Form SBSE.\165\ As
Forms SBSE-A and SBSE-BD are shorter than Form SBSE, the Commission
preliminarily believes that it would cost each SBS Entity approximately
$590 to resubmit the Form SBSE-A,\166\ and $295 to resubmit the Form
SBSE-BD.\167\ Thus, the Commission estimates that the total cost to all
SBS Entities to resubmit their Form SBSE, SBSE-A, or SBSE-BD, as
applicable, would be approximately $33,630.\168\
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    \165\ Commission staff estimates, based on staff experience,
that the average time necessary for an SBS Entity to file a Form
SBSE would be approximately four hours. The staff believes that an
SBS Entity would have a Compliance Manager file the firm's
application on Form SBSE, and that the pay scales for broker-dealers
and SBS Entities would likely be similar. According to the SIFMA
publication titled Management & Professional Earnings in the
Securities Industry 2009, as modified by Commission staff to account
for a 1,800-hour work-year and multiplied by 5.35 to account for
bonuses, firm size, employee benefits and overhead, the hourly cost
of a Compliance Manager is approximately $295/hour. 4 hours x $295 =
$1,180.
    \166\ Commission staff estimates that filing Form SBSE-A would
take approximately two hours. The staff believes that an SBS Entity
would have a Compliance Manager file the form's application on Form
SBSE-A, and that the pay scales for broker-dealers and SBS Entities
would likely be similar. 2 hours x $295 = $590.
    \167\ Commission staff estimates that filing Form SBSE-BD would
take approximately one hour. The staff believes that an SBS Entity
would have a Compliance Manager complete and file the form's
application on Form SBSE-BD. 1 hour x $295 = $295.
    \168\ ($590 x 35) + ($295 x 16) + ($1,180 x 4) = $30,090.
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C. Request for Comment

    The Commission requests data to quantify and estimates of the costs
and the value of the benefits of the proposed rules described above.
The Commission specifically requests the following data or estimates
with respect to the number

of persons that act as SBS Dealers and major security-based swap
participants. The Commission specifically requests comment on the
following:
    Q-178. Are the estimates of the number of registrants that would be
required to submit each form and the estimates of the costs associated
with completing the forms and amendments are reasonable? If not, why
not?
    Q-179. Should the Commission require different and/or additional
information to be provided on the proposed forms?
    Q-180. Would additional benefits accrue if the Commission required
different or additional information and, if so, what would these
requirements entail?
    Q-181. What other processes might an SBS Entity use to provide a
basis for a senior officer's reasonable determination that the SBS
Entity has the requisite capabilities that we may not have considered,
and what would be the advantages, disadvantages, costs and benefits of
those other processes?
    Q-182. Are there additional costs or benefits related to
registration information that the Commission should consider?
    The Commission solicits comments on the costs and benefits related
to the limited recordkeeping requirements of these proposed
registration rules. The Commission specifically requests comment on the
following:
    Q-183. Should the Commission require different and/or additional
information to be maintained by SBS Entities?
    Q-184. Would additional benefits accrue if the Commission imposed
different or additional recordkeeping requirements and, if so, what
would these requirements entail?
    Q-185. Are there additional costs or benefits related to
recordkeeping that the Commission should consider?
    We request comment on all aspects of the costs and benefits of the
proposed rules and forms, particularly any effect our proposed rules
may have on efficiency, competition, and capital formation.
Commentators should provide analysis and empirical data to support
their views on the costs and benefits associated with the proposed
rule.
    Q-186. What would be the competitive or anticompetitive effects of
the proposed rules and forms on any market participants if the
proposals are adopted as proposed?
    Q-187. Would proposed Rules 15Fb1-1 through 15Fb6-1 and the
proposed forms place a burden on competition?
    Q-188. What may be the effect of the proposal on efficiency,
competition, and capital formation?

VI. Consideration of Impact on the Economy

    For purposes of the Small Business Regulatory Enforcement Fairness
Act of 1996 (``SBREFA'') \169\ the Commission must advise the Office of
Management and Budget as to whether the proposed regulation constitutes
a ``major'' rule. Under SBREFA, a rule is considered ``major'' where,
if adopted, it results or is likely to result in:
---------------------------------------------------------------------------

    \169\ Public Law 104-121, Tit. II, 110 Stat. 857 (1996).
---------------------------------------------------------------------------

     An annual effect on the economy of $100 million or more
(either in the form of an increase or a decrease);
     A major increase in costs or prices for consumers or
individual industries; or
     Significant adverse effect on competition, investment or
innovation.

If a rule is ``major,'' its effectiveness will generally be delayed for
60 days pending Congressional review.
    Q-189. What may be the potential impact of these proposed
registration rules and forms for SBS Entities? Please include empirical
data on (a) The potential annual effect of the proposed registration
rules and forms on the economy; (b) any increase in costs or prices for
consumers or individual industries associated with the proposed
registration rules and forms; and (c) any potential effect the proposed
registration rules and forms may have on competition, investment or
innovation.

VII. Regulatory Flexibility Act Certification

    The Regulatory Flexibility Act (``RFA'') \170\ requires Federal
agencies, in promulgating rules, to consider the impact of those rules
on small entities. Section 603(a) \171\ of the Administrative Procedure
Act,\172\ as amended by the RFA, generally requires the Commission to
undertake a regulatory flexibility analysis of all proposed rules, or
proposed rule amendments, to determine the impact of such rulemaking on
``small entities.'' \173\ Section 605(b) of the RFA states that this
requirement shall not apply to any proposed rule or proposed rule
amendment, which if adopted, would not have a significant economic
impact on a substantial number of small entities.\174\
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    \170\ 5 U.S.C. 601 et seq.
    \171\ 5 U.S.C. 603(a).
    \172\ 5 U.S.C. 551 et seq.
    \173\ Although Section 601(b) of the RFA defines the term
``small entity,'' the statute permits agencies to formulate their
own definitions. The Commission has adopted definitions for the term
small entity for the purposes of Commission rulemaking in accordance
with the RFA. Those definitions, as relevant to this proposed
rulemaking, are set forth in Rule 0-10, 17 CFR 240.0-10. See
Statement of Management on Internal Control, Exchange Act Release
No. 18451 (January 28, 1982), 47 FR 5215 (February 4, 1982).
    \174\ See 5 U.S.C. 605(b).
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    For purposes of Commission rulemaking in connection with the RFA, a
small entity includes: (i) When used with reference to an ``issuer'' or
a ``person,'' other than an investment company, an ``issuer'' or
``person'' that, on the last day of its most recent fiscal year, had
total assets of $5 million or less; \175\ or (ii) a broker-dealer with
total capital (net worth plus subordinated liabilities) of less than
$500,000 on the date in the prior fiscal year as of which its audited
financial statements were prepared pursuant to Rule 17a-5(d) under the
Exchange Act,\176\ or, if not required to file such statements, a
broker-dealer with total capital (net worth plus subordinated
liabilities) of less than $500,000 on the last day of the preceding
fiscal year (or in the time that it has been in business, if shorter);
and is not affiliated with any person (other than a natural person)
that is not a small business or small organization.\177\ Under the
standards adopted by the Small Business Administration, small entities
in the finance and insurance industry include the following: (i) for
entities in credit intermediation and related activities,\178\ entities
with $175 million or less in assets or, (ii) for non-depository credit
intermediation and certain other activities,\179\ $7 million or less in
annual receipts; (iii) for entities in financial investments and
related activities,\180\ entities with $7 million or less in annual
receipts; (iv) for insurance carriers and entities in related

activities,\181\ entities with $7 million or less in annual receipts;
and (v) for funds, trusts, and other financial vehicles,\182\ entities
with $7 million or less in annual receipts.\183\
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    \175\ See 17 CFR 240.0-10(a).
    \176\ See 17 CFR 240.17a-5(d).
    \177\ See 17 CFR 240.0-10(c).
    \178\ Including commercial banks, savings institutions, credit
unions, firms involved in other depository credit intermediation,
credit card issuing, sales financing, consumer lending, real estate
credit, and international trade financing. Subsector 522.
    \179\ Including firms involved in secondary market financing,
all other non-depository credit intermediation, mortgage and
nonmortgage loan brokers, financial transactions processing,
reserve, and clearinghouse activities, and other activities related
to credit intermediation. Subsector 522.
    \180\ Including firms involved in investment banking and
securities dealing, securities brokerage, commodity contracts
dealing, commodity contracts brokerage, securities and commodity
exchanges, miscellaneous intermediation, portfolio management,
providing investment advice, trust, fiduciary and custody
activities, and miscellaneous financial investment activities.
Subsector 523.
    \181\ Including direct life insurance carriers, direct health
and medical insurance carriers, direct property and casualty
insurance carriers, direct title insurance carriers, other direct
insurance (except life, health and medical) carriers, reinsurance
carriers, insurance agencies and brokerages, claims adjusting, third
party administration of insurance and pension funds, and all other
insurance related activities. Subsector 524.
    \182\ Including pension funds, health and welfare funds, other
insurance funds, open-end investment funds, trusts, estates, and
agency accounts, real estate investment trusts and other financial
vehicles. Subsector 525.
    \183\ See 13 CFR 121.201 (Jan. 1, 2010).
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    Based on the Commission's existing information about the security-
based swap market, the Commission preliminarily believes that the
market, while broad in scope, is largely dominated by entities such as
those that would be covered by the ``security-based swap dealer'' and
``major security-based swap market participant'' definitions. Subject
to certain exceptions, Exchange Act Section 3(a)(71)(A) defines
``security-based swap dealer'' to mean any person who: (i) Holds itself
out as a dealer in security-based swaps; (ii) makes a market in
security-based swaps; (iii) regularly enters into security-based swaps
with counterparties as an ordinary course of business for its own
account; or (iv) engages in any activity causing it to be commonly
known in the trade as a dealer or market maker in security-based
swaps.\184\ Exchange Act Section 3(a)(67)(A) defines ``major security-
based swap participant'' to be as any person: (i) Who is not an SBS
Dealer; and (ii)(I) who maintains a substantial position in security-
based swaps for any of the major security-based swap categories, as
such categories are determined by the Commission, excluding both
positions held for hedging or mitigating commercial risk and positions
maintained by any employee benefit plan (or any contract held by such a
plan) as defined in paragraphs (3) and (32) of Section 3 of the
Employee Retirement Income Security Act of 1974 (29 U.S.C. 1002) for
the primary purpose of hedging or mitigating any risk directly
associated with the operation of the plan; (II) whose outstanding
security-based swaps create substantial counterparty exposure that
could have serious adverse effects on the financial stability of the
United States banking system or financial markets; or (III) that is a
financial entity that (aa) is highly leveraged relative to the amount
of capital such entity holds and that is not subject to capital
requirements established by an appropriate Federal banking regulator;
and (bb) maintains a substantial position in outstanding security-based
swaps in any major security-based swap category, as such categories are
determined by the Commission.\185\
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    \184\ See supra note 6.
    \185\ See supra note 7.
---------------------------------------------------------------------------

    Based on feedback from industry participants about the security-
based swap markets, the Commission preliminarily believes that entities
that will qualify as SBS Dealers and major security-based swap market
participants, whether registered broker-dealers or not, exceed the
thresholds defining ``small entities'' set out above. Thus, the
Commission believes it is unlikely that the proposed SBS Entity
registration rules and forms would have a significant economic impact
any small entity.
    For the foregoing reasons, the Commission certifies that the
proposed SBS Entity registration rules and forms would not have a
significant economic impact on any small entity for purposes of the
RFA.
    The Commission encourages written comments regarding this
certification. The Commission requests that commenters describe the
nature of any impact on small entities and provide empirical data to
illustrate the extent of the impact.

VIII. Statutory Basis and Text of Proposed Rules

    The Commission is proposing Rule 15Fb1-1 through 15Fb6-1 pursuant
to Sections 15F(a) through (d), 17(a), 23(a) and 30 of the Securities
Exchange Act of 1934, as amended.

List of Subjects in 17 CFR Parts 240 and 249

    Registration, Reporting and recordkeeping requirements, Securities,
Security-based swaps, Security-based swap dealers, Security-based swap
participants, Forms.

    In accordance with the foregoing, the Securities and Exchange
Commission is proposing to amend Title 17, Chapter II of the Code of
Federal Regulations as follows:

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934

    1. The general authority citation for Part 240 is revised to read
as follows:

    Authority: 12 U.S.C. 5221(e)(3); 15 U.S.C. 77c, 77d, 77g, 77j,
77s, 77z-2, 77z-3, 77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e,
78f, 78g, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o,
78o-4, 78o-10, 78p, 78q, 78s, 78u-5, 78w, 78x, 78dd, 78ll, 78mm,
80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, and 7201 et
seq.; 18 U.S.C. 1350; and Pub. L. 111-203, Sec.  939A, 124 Stat.
1376 (2010), unless otherwise noted.
* * * * *
    2. Add an undesignated center heading and Sec. Sec.  240.15Fb1-1
through 240.15Fb6-1 to read as follows:

Registration of Security-Based Swap Dealers and Major Security-Based
Swap Participants

Sec.
240.15Fb1-1 Signatures.
240.15Fb2-1 Registration of security-based swap dealers and major
security-based swap participants.
240.15Fb2-2T Temporary filing requirement.
240.15Fb2-3 Amendments to application for registration.
240.15Fb2-4 Nonresident security-based swap dealers and major
security-based swap participants.
240.15Fb2-5 Registration of successor to registered security-based
swap dealer or major security-based swap participant.
240.15Fb2-6 Registration of fiduciaries.
240.15Fb3-1 Duration of registration.
240.15Fb3-2 Withdrawal from registration.
240.15Fb3-3 Cancellation and revocation of registration.
240.15Fb6-1 Reports regarding associated persons.
* * * * *

Sec.  240.15Fb1-1  Signatures.

    (a) Required signatures to, or within, any electronic submission
(including, without limitation, signatories within the forms and
certifications required by Sec. Sec.  240.15Fb2-1, 240.15Fb2-4 and
240.15Fb6-1) must be in typed form rather than manual format.
Signatures in an HTML, XML or XBRL document that are not required may,
but are not required to, be presented in a graphic or image file within
the electronic filing. When used in connection with an electronic
filing, the term ``signature'' means an electronic entry in the form of
a magnetic impulse or other form of computer data compilation of any
letters or series of letters of characters comprising a name, executed,
adopted or authorized as a signature.
    (b) Each signatory to an electronic filing (including, without
limitation, each signatory to the forms and certifications required by
Sec. Sec.  240.15Fb2-1, 240.15Fb2-4 and 240.15Fb6-1) shall manually
sign a signature page or other document authenticating, acknowledging
or otherwise adopting his or her signature that appears in typed form
within the electronic filing. Such document shall be executed before or
at the time the electronic filing is

made. Upon request, the security-based swap dealer or major security-
based swap participant shall furnish to the Commission or its staff a
copy of any or all documents retained pursuant to this paragraph (b).
    (c) A person required to provide a signature on an electronic
submission (including, without limitation, each signatory to the forms
and certifications required by Sec. Sec.  240.15Fb2-1, 240.15Fb2-4 and
240.15Fb6-1) may not have the form or certification signed on his or
her behalf pursuant to a power of attorney or other form of confirming
authority.
    (d) Each manually signed signature page or other document
authenticating, acknowledging or otherwise adopting his or her
signature that appears in typed form within the electronic filing--
    (1) On Schedules F and G to Form SBSE (Sec.  249.1600 of this
chapter), SBSE-A (Sec.  249.1600a. of this chapter), or SBSE-BD (Sec.
249.1600b of this chapter), as appropriate, shall be retained by the
filer until at least three years after the form or certification has
been replaced or is no longer effective;
    (2) On Form SBSE-C (Sec.  249.1600c of this chapter) shall be
retained by the filer until at least three years after the Form was
filed with the Commission.

Sec.  240.15Fb2-1  Registration of security-based swap dealers and
major security-based swap participants.

    (a) Application. An application for registration of a security-
based swap dealer or a major security-based swap participant that is
filed pursuant to Section 15F(b) of the Securities Exchange Act of 1934
(15 U.S.C. 78o-10(b)) shall be filed on Form SBSE (Sec.  249.1600 of
this chapter) or Form SBSE-A (Sec.  249.1600a of this chapter) or Form
SBSE-BD (Sec.  249.1600b of this chapter), as appropriate, in
accordance with this section and the instructions to the forms.
    (b) Certification.
    (1) Form of certification. A knowledgeable senior officer shall
certify on Form SBSE-C (Sec.  249.1600c of this chapter) that, after
due inquiry, he or she has reasonably determined that the security-
based swap dealer or major security-based swap participant has the
operational, financial, and compliance capabilities to act as a
security-based swap dealer or major security-based swap participant, as
applicable, and has documented the process by which he or she reached
such determination.
    (2) Timing of filing of certification.
    (i) Conditional registration.
    (A) Prior to the last compliance date. Each security-based swap
dealer or major security-based swap participant that files a completed
application in accordance with paragraph (a) of this section before the
last compliance date (as defined in paragraph (e) of this section) must
file the certification described in paragraph (b)(1) of this section on
or before such last compliance date.
    (B) Major security-based swap participants. Each major security-
based swap participant that files a completed application in accordance
with paragraph (a) of this section after the last compliance date must
file the certification described in paragraph (b)(1) of this section
within four months after it files its completed application.
    (ii) Ongoing registration. Each security-based swap dealer that
files a completed application in accordance with paragraph (a) of this
section after the last compliance date must file the certification
described in paragraph (b)(1) of this section at the time it files its
application.
    (c) Filing.
    (1) Electronic filing. Every application for registration and
certification of a security-based swap dealer or major security-based
swap participant and any additional registration documents shall be
filed electronically with the Commission or its designee.
    (2) Effective date of filing.
    (i) Application. An application of a security-based swap dealer or
a major security-based swap participant submitted pursuant to paragraph
(a) of this section shall be considered filed when a complete Form SBSE
(Sec.  249.1600 of this chapter), Form SBSE-A (Sec.  249.1600a of this
chapter), or Form SBSE-BD (Sec.  249.1600b of this chapter), as
appropriate, and all required additional documents are submitted
electronically with the Commission or its designee;
    (ii) Certification. A certification of a security-based swap dealer
or a major security-based swap participant submitted pursuant to
paragraph (b) of this section shall be considered filed when a complete
Form SBSE-C (Sec.  249.1600c of this chapter) is submitted
electronically with the Commission or its designee.
    (d) Commission decision.
    (1) Conditional registration. The Commission may deny or grant
registration to a security-based swap dealer or major security-based
swap participant on a conditional basis. The Commission will grant
conditional registration if it finds that the security-based swap
dealer's or major security-based swap participant's application is
complete; Except that, the Commission may institute proceedings to
determine whether conditional registration should be denied if the
applicant is subject to a statutory disqualification (as defined in 15
U.S.C. 78c(a)(39)) or if the Commission is aware of inaccurate
statements in the application. Such proceedings shall include notice of
the grounds for denial under consideration and opportunity for hearing.
At the conclusion of such proceedings, the Commission shall grant or
deny such registration.
    (2) Ongoing registration. The Commission may grant or deny ongoing
registration based on a security-based swap dealer's or major security-
based swap participant's application (filed pursuant to paragraph (a)
of this section) and certification (filed pursuant to paragraph (b) of
this section). A conditionally registered security-based swap dealer or
major security-based swap participant need not submit a new application
to apply for ongoing registration, but must amend its application, as
required pursuant to Sec.  240.15Fb2-3. The Commission will grant
ongoing registration if it finds that the requirements of Section
15F(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78o-10(b)) are
satisfied; Except that, the Commission may institute proceedings to
determine whether ongoing registration should be denied if it does not
make such finding or if the applicant is subject to a statutory
disqualification (as defined in 15 U.S.C. 78c(a)(39)) or the Commission
is aware of inaccurate statements in the application or certification.
Such proceedings shall include notice of the grounds for denial under
consideration and opportunity for hearing. At the conclusion of such
proceedings, the Commission shall grant or deny such registration.
    (e) Definition. For purposes of this section, the term last
compliance date shall mean the latest date, designated by the
Commission, by which security-based swap dealers and major security-
based swap participant must comply with any of the initial rules
promulgated under Section 15F of the Securities Exchange Act of 1934
(15 U.S.C. 78o-10).

Sec.  240.15Fb2-2T  Temporary filing requirement.

    (a) Paper filing. If a technological means to facilitate receipt
and retention of applications required to be filed in accordance with
Sec.  240.15Fb2-1 is not functional on or before [date to be
determined], each applicant for registration as a security-based swap
dealer or major security-based swap participant must, notwithstanding
Sec.  240.15Fb2-1(c)(1), file its application on Form SBSE (Sec.
249.1600 of this chapter), Form SBSE-A (Sec.  249.1600a of

this chapter), or Form SBSE-BD (Sec.  249.1600b of this chapter), as
applicable, any additional documents, and Form SBSE-C (Sec.  249.1600c
of this chapter) in paper form by sending it to the Securities and
Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090.
    (b) Transitional resubmission requirement. Each applicant must
resubmit its Form SBSE (Sec.  249.1600 of this chapter), Form SBSE-A
(Sec.  249.1600a of this chapter), and Form SBSE-BD (Sec.  249.1600b of
this chapter), as applicable, any additional documents, and Form SBSE-C
(Sec.  249.1600c of this chapter) to the Commission electronically
within three months of the date such technological means to facilitate
receipt and retention of applications becomes functional.

Sec.  240.15Fb2-3  Amendments to application for registration.

    If a security-based swap dealer or a major security-based swap
participant finds that the information contained in its application for
registration (as described in Sec.  240.15Fb2-1(a)), or in any
amendment thereto, is or has become inaccurate for any reason, the
security-based swap dealer or a major security-based swap participant
shall promptly file an amendment electronically with the Commission/its
designee on Form SBSE (Sec.  249.1600 of this chapter), Form SBSE-A
(Sec.  249.1600a of this chapter), or Form SBSE-BD (Sec.  249.1600b of
this chapter), as appropriate, to correct such information.

Sec.  240.15Fb2-4  Nonresident security-based swap dealers and major
security-based swap participants.

    (a) Definition. For purposes of this section, the terms nonresident
security-based swap dealer and nonresident major security-based swap
participant shall mean:
    (1) In the case of an individual, one who resides, or has his or
her principal place of business, in any place not in the United States;
    (2) In the case of a corporation, one incorporated in or having its
principal place of business in any place not in the United States; or
    (3) In the case of a partnership or other unincorporated
organization or association, one having its principal place of business
outside the United States.
    (b) Power of attorney.
    (1) Each nonresident security-based swap dealer and nonresident
major security-based swap participant registered or applying for
registration pursuant to Section 15F(b) of the Securities Exchange Act
of 1934 (15 U.S.C. 78o-10(b)) shall obtain a written irrevocable
consent and power of attorney appointing an agent in the United States,
other than the Commission or a Commission member, official or employee,
upon whom may be served any process, pleadings, or other papers in any
action brought against the nonresident security-based swap dealer or
nonresident major security-based swap participant to enforce the
Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.). This consent
and power of attorney must be signed by the nonresident security-based
swap dealer or nonresident major security-based swap participant and
the named agent(s) for service of process.
    (2) Each nonresident security-based swap dealer and nonresident
major security-based swap participant registered or applying for
registration pursuant to section 15F(b) of the Securities Exchange Act
of 1934 (15 U.S.C. 78o-10(b)) shall, at the time of filing its
application on Form SBSE (Sec.  249.1600 of this chapter), Form SBSE-A
(Sec.  249.1600a of this chapter), or Form SBSE-BD (Sec.  249.1600b of
this chapter), as appropriate, furnish to the Commission the name and
address of its United States agent for service of process on Schedule F
to the appropriate form.
    (3) Any change of a nonresident security-based swap dealer's and
nonresident major security-based swap participant's agent for service
of process and any change of name or address of a nonresident security-
based swap dealer's and nonresident major security-based swap
participant's existing agent for service of process shall be
communicated promptly to the Commission through amendment of the
Schedule F of Form SBSE (Sec.  249.1600 of this chapter), Form SBSE-A
(Sec.  249.1600a of this chapter), or Form SBSE-BD (Sec.  249.1600b of
this chapter), as appropriate.
    (4) Each nonresident security-based swap dealer and nonresident
major security-based swap participant must promptly appoint a successor
agent for service of process if the nonresident security-based swap
dealer and nonresident major security-based swap participant discharges
its identified agent for service of process or if its agent for service
of process is unwilling or unable to accept service on behalf of the
nonresident security-based swap dealer or nonresident major security-
based swap participant.
    (5) Each nonresident security-based swap dealer and nonresident
major security-based swap participant must maintain, as part of its
books and records, the agreement identified in paragraph (b)(1) of this
section for at least three years after the agreement is terminated.
    (c) Access to books and records.
    (1) Certification and opinion of counsel. Any nonresident security-
based swap dealer and nonresident major security-based swap participant
applying for registration pursuant to Section 15F(b) of the Securities
Exchange Act of 1934 (15 U.S.C. 78o-10(b) shall certify on Schedule F
of Form SBSE (Sec.  249.1600 of this chapter), Form SBSE-A (Sec.
249.1600a of this chapter), or Form SBSE-BD (Sec.  249.1600b of this
chapter), as appropriate, and provide an opinion of counsel that the
nonresident security-based swap dealer and nonresident major security-
based swap participant can, as a matter of law, provide the Commission
with prompt access to the books and records of such nonresident
security-based swap dealer and nonresident major security-based swap
participant, and can, as a matter of law, submit to onsite inspection
and examination by the Commission.
    (2) Amendments. The nonresident security-based swap dealer and
nonresident major security-based swap participant shall re-certify, on
Schedule F to Form SBSE (Sec.  249.1600 of this chapter), Form SBSE-A
(Sec.  249.1600a of this chapter), or Form SBSE-BD (Sec.  249.1600b of
this chapter), as applicable, within 90 days after any changes in the
legal or regulatory framework that would impact the nonresident
security-based swap dealer's or nonresident major security-based swap
participant's ability to, or the manner in which it provides the
Commission with prompt access to its books and records, or impacts the
Commission's ability to inspect and examine the nonresident security-
based swap dealer or nonresident major security-based swap participant.
The re-certification shall be accompanied by a revised opinion of
counsel describing how, as a matter of law, the nonresident security-
based swap dealer or nonresident major security-based swap participant
will continue to meet its obligations to provide the Commission with
prompt access to its books and records and to be subject to Commission
inspection and examination under the new regulatory regime.

Sec.  240.15Fb2-5  Registration of successor to registered security-
based swap dealer or a major security-based swap participant.

    (a) In the event that a security-based swap dealer or major
security-based swap participant succeeds to and continues the business
of a security-

based swap dealer or major security-based swap participant registered
pursuant to Section 15F(b) of the Securities Exchange Act of 1934 (15
U.S.C. 78o-10(b)), the registration of the predecessor shall be deemed
to remain effective as the registration of the successor if the
successor, within 30 days after such succession, files an application
for registration in accordance with Sec.  240.15Fb2-1, and the
predecessor files a notice of withdrawal from registration on Form
SBSE-W (Sec.  249.1601 of this chapter).
    (b) Notwithstanding paragraph (a) of this section, if a security-
based swap dealer or major security-based swap participant succeeds to
and continues the business of a registered predecessor security-based
swap dealer or major security-based swap participant, and the
succession is based solely on a change in the predecessor's date or
state of incorporation, form of organization, or composition of a
partnership, the successor may, within 30 days after the succession,
amend the registration of the predecessor security-based swap dealer or
major security-based swap participant on Form SBSE (Sec.  249.1600 of
this chapter), Form SBSE-A (Sec.  249.1600a of this chapter), or Form
SBSE-BD (Sec.  249.1600b of this chapter), as appropriate, to reflect
these changes. This amendment shall be deemed an application for
registration filed by the predecessor and adopted by the successor.

Sec.  240.15Fb2-6  Registration of fiduciaries.

    The registration of a security-based swap dealer or a major
security-based swap participant shall be deemed to be the registration
of any executor, administrator, guardian, conservator, assignee for the
benefit of creditors, receiver, trustee in insolvency or bankruptcy, or
other fiduciary, appointed or qualified by order, judgment, or decree
of a court of competent jurisdiction to continue the business of such
registered security-based swap dealer or a major security-based swap
participant; Provided, that such fiduciary files with the Commission,
within 30 days after entering upon the performance of his or her
duties, an amended Form SBSE (Sec.  249.1600 of this chapter), Form
SBSE-A (Sec.  249.1600a of this chapter), or Form SBSE-BD (Sec.
249.1600b of this chapter), as appropriate, indicating the fiduciary's
position with respect to management of the firm and, as an additional
document, a copy of the order, judgment, decree, or other document
appointing the fiduciary.

Sec.  240.15Fb3-1  Duration of registration.

    (a) General. A person registered as a security-based swap dealer or
major security-based swap participant in accordance with Sec.
240.15Fb2-1 will continue to be so registered until the effective date
of any cancellation, revocation or withdrawal of such registration or
any other event the Commission determines should trigger expiration.
    (b) Conditional registration. Notwithstanding paragraph (a) of this
section, conditional registration granted by the Commission in
accordance with Sec.  240.15Fb2-1(d)(1) shall expire:
    (1) During the transitional period--on the last compliance date (as
that term is defined in Sec.  240.15Fb2-1(e)) for security-based swap
dealers and major security-based swap participants that filed a
completed application before the last compliance date, unless the
security-based swap dealer or major security-based swap participant
files with the Commission a certification in accordance with Sec.
240.15Fb2-1(b)(1)(i), in which case conditional registration shall
extend an additional thirty days;
    (2) Major security-based swap participants--four months after the
major security-based swap participant files its completed application,
unless the major security-based swap participant files with the
Commission a certification in accordance with Sec.  240.15Fb2-
1(b)(1)(ii); in which case the conditional registration shall extend an
additional thirty days.
    (c) Extensions. The Commission may extend conditional registration
for good cause.

Sec.  240.15Fb3-2  Withdrawal from registration.

    (a) Notice of withdrawal from registration as a security-based swap
dealer or major security-based swap participant pursuant to Section
15F(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78o-10(b))
shall be filed on Form SBSE-W (Sec.  249.1601 of this chapter) in
accordance with the instructions contained therein. Every notice of
withdrawal from registration as a security-based swap dealer or major
security-based swap participant shall be filed electronically with the
Commission or its designee in accordance with applicable filing
requirements. Prior to filing a notice of withdrawal from registration
on Form SBSE-W, a security-based swap dealer or major security-based
swap participant shall amend its Form SBSE (Sec.  249.1600 of this
chapter), Form SBSE-A (Sec.  249.1600a of this chapter) or Form SBSE-BD
(Sec.  249.1600b of this chapter), as appropriate, in accordance with
Sec.  240.15Fb2-3(a) to update any inaccurate information.
    (b) A notice of withdrawal from registration filed by a security-
based swap dealer or major security-based swap participant pursuant to
Section 15F(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78o-
10(b)) shall become effective for all matters (except as provided in
this paragraph (b)) on the 60th day after the filing thereof with the
Commission or its designee, within such longer period of time as to
which such security-based swap dealer or major security-based swap
participant consents or which the Commission by order may determine as
necessary or appropriate in the public interest or for the protection
of investors, or within such shorter period of time as the Commission
may determine. If a notice of withdrawal from registration is filed
with the Commission at any time subsequent to the date of the issuance
of a Commission order instituting proceedings to censure, place
limitations on the activities, functions or operations of, or suspend
or revoke the registration of, such security-based swap dealer or major
security-based swap participant, or if prior to the effective date of
the notice of withdrawal pursuant to this paragraph (b), the Commission
institutes such a proceeding or a proceeding to impose terms or
conditions upon such withdrawal, the notice of withdrawal shall not
become effective pursuant to this paragraph (b) except at such time and
upon such terms and conditions as the Commission deems necessary or
appropriate in the public interest or for the protection of investors.

Sec.  240.15Fb3-3  Cancellation and revocation of registration.

    (a) Cancellation. If the Commission finds that any person
registered pursuant to Sec.  240.15Fb2-1 is no longer in existence or
has ceased to do business as a security-based swap dealer or major
security-based swap participant, the Commission shall by order cancel
the registration of such person.
    (b) Revocation. The Commission, by order, shall censure, place
limitations on the activities, functions, or operations of, or revoke
the registration of any security-based swap dealer or major security-
based swap participant that has registered with the Commission if it
makes a finding as specified in Section 15F(l)(2) of the Securities
Exchange Act of 1934 (15 U.S.C. 78o-10(l)(2)).

Sec.  240.15Fb6-1  Reports regarding associated persons.

    (a) Certification. No registered security-based swap dealer or
major security-based swap participant shall act as a security-based
swap dealer or major security-based swap participant unless it has
certified electronically on Schedule G of Form SBSE (Sec.  249.1600 of
this chapter), Form SBSE-A (Sec.  249.1600a of this chapter), or Form
SBSE-BD (Sec.  249.1600b of this chapter), as appropriate, that no
person associated with such security-based swap dealer or major
security-based swap participant who is effecting or involved in
effecting security-based swaps on behalf of the security-based swap
dealer or major security-based swap participant is subject to statutory
disqualification, as defined in Section 3(a)(39) of the Securities
Exchange Act of 1934 (15 U.S.C. 78c(a)(39)).
    (b) To support the certification required by paragraph (a) of this
section, each registered security-based swap dealer and registered
major security-based swap participant shall obtain a questionnaire or
application for employment executed by each of its associated persons
who effects or is involved in effecting security based swaps on behalf
of the security-based swap dealer or major security-based swap
participant which questionnaire or application shall serve as a basis
for a background check of the associated person and be reviewed and
signed by the security-based swap dealer's or major security-based swap
participant's Chief Compliance Officer (designated as required by
Section 15F(k) of the Securities Exchange Act of 1934 (15 U.S.C. 78o-
10(k)) or his or her designee and shall contain at least the following
information with respect to the associated person:
    (1) The associated person's name, address, social security number,
and the starting date of the associated person's employment or other
association with the security-based swap dealer and major security-
based swap participant;
    (2) The associated person's date of birth;
    (3) A complete, consecutive statement of all the associated
person's business connections for at least the preceding ten years,
including whether the employment was part-time or full-time;
    (4) A record of any denial of membership or registration, and of
any disciplinary action taken, or sanction imposed, upon the associated
person by any federal or state agency, by any national securities
exchange or national securities association, or by any foreign
financial regulatory authority including any finding that the
associated person either aided or abetted or was a cause of any
disciplinary action or had violated any law;
    (5) A record of any denial, suspension, expulsion or revocation of
membership or registration of any broker, dealer, security-based swap
dealer, or major security-based swap participant with which the
associated person was associated in any capacity when such action was
taken;
    (6) A record of any permanent or temporary injunction entered
against the associated person or any broker, dealer, security-based
swap dealer, or major security-based swap participant with which the
associated person was associated in any capacity at the time such
injunction was entered;
    (7) A record of any arrest or indictment for any felony, or any
misdemeanor pertaining to securities (including security-based swaps),
futures or commodities (including swaps), banking, insurance or real
estate (including, but not limited to, acting or being associated with
a broker-dealer, investment company, investment adviser, futures
sponsor, bank, or savings and loan association), fraud, false
statements or omissions, wrongful taking of property or bribery,
forgery, counterfeiting or extortion, and the disposition of the
foregoing; and
    (8) A record of any other name or names by which the associated
person has been known or which the associated person has used.
    (c) Each registered security-based swap dealer and registered major
security-based swap participant shall maintain all questionnaires and
applications for employment obtained pursuant to paragraph (b) of this
section as part of its books and records for at least three years after
the associated person has terminated his or her association with the
registered security-based swap dealer or registered major security-
based swap participant.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

    3. The authority citation for Part 249 continues to read, in part,
as follows:

    Authority: 15 U.S.C. 78a et seq. and 7201 et seq.; and 18 U.S.C.
1350, unless otherwise noted.
* * * * *
    4. Add subpart Q to read as follows:

Subpart Q--Registration of Security-Based Swap Dealers and Major
Security-Based Swap Participants

Sec.
249.1600 Form SBSE, for application for registration as a security-
based swap dealer or major security-based swap participant or to
amend such an application for registration.
249.1600a Form SBSE-A, for application for registration as a
security-based swap dealer or major security-based swap participant
or to amend such an application for registration by firms registered
or registering with the Commodity Futures Trading Commission as a
swap dealer or major swap participant that are not also registered
or registering with the Commission as a broker or dealer.
249.1600b Form SBSE-BD, for application for registration as a
security-based swap dealer or major security-based swap participant
or to amend such an application for registration by firms registered
or registering with the Commission as a broker or dealer.
249.1600c Form SBSE-C, for certification by security-based swap
dealers and major security-based swap participants.
249.1601 Form SBSE-W, for withdrawal from registration as a
security-based swap dealer or major security-based swap participant
or to amend such an application for registration.

Sec.  249.1600  Form SBSE, for application for registration as a
security-based swap dealer or major security-based swap participant or
to amend such an application for registration.

    This form shall be used for application for registration as a
security-based swap dealer or major security-based swap participant by
firms that are not registered with the Commission as a broker or dealer
and that are not registered or registering with the Commodity Futures
Trading Commission as a swap dealer or major swap participant, pursuant
to Section 15F(b) of the Securities Exchange Act of 1934 (15 U.S.C.
78o-10(b)) and to amend such an application for registration.

Sec.  249.1600a  Form SBSE-A, for application for registration as a
security-based swap dealer or major security-based swap participant or
to amend such an application for registration by firms registered or
registering with the Commodity Futures Trading Commission as a swap
dealer or major swap participant that are not also registered or
registering with the Commission as a broker or dealer.

    This form shall be used instead of Form SBSE (Sec.  249.1600) to
apply for registration as a security-based swap dealer or major
security-based swap participant by firms that are not registered or
registering with the Commission as a broker or dealer but that are
registered or registering with the Commodity Futures Trading Commission
as a swap dealer or major swap participant, pursuant to Section 15F(b)
of the Securities Exchange Act of 1934 (15 U.S.C. 78o-10(b)) and to
amend such an application for

registration. An entity that is registered or registering with the
Commission as a broker or dealer and is also registered or registering
with the Commodity Futures Trading Commission as a swap dealer or major
swap participant shall apply for registration as a security-based swap
dealer or major security-based swap participant on Form SBSE-BD (Sec.
249.1600b) and not on this Form SBSE-A.

Sec.  249.1600b  Form SBSE-BD, for application for registration as a
security-based swap dealer or major security-based swap participant or
to amend such an application for registration by firms registered or
registering with the Commission as a broker or dealer.

    This form shall be used instead of either Form SBSE (Sec.
249.1600) or SBSE-A (Sec.  249.1600a) to apply for registration as a
security-based swap dealer or major security-based swap participant
solely by firms registered or registering with the Commission as a
broker or dealer, pursuant to Section 15F(b) of the Securities Exchange
Act of 1934 (15 U.S.C. 78o-10(b)) and to amend such an application for
registration. An entity that is registered or registering with the
Commission as a broker or dealer and is also registered or registering
with the Commodity Futures Trading Commission as a swap dealer or major
swap participant, the entity shall apply for registration as a
security-based swap dealer or major security-based swap participant on
this Form SBSE-BD and not on Form SBSE-A.

Sec.  249.1600c  Form SBSE-C, for certification by security-based swap
dealers and major security-based swap participants.

    This form shall be used to file the certification required pursuant
to Sec.  240.15Fb2-1(b) of this chapter.

Sec.  249.1601  Form SBSE-W, for withdrawal from registration as a
security-based swap dealer or major security-based swap participant or
to amend such an application for registration.

    This form shall be used to withdraw from registration as a
security-based swap dealer or major security-based swap participant,
pursuant to Section 15F(b) of the Securities Exchange Act of 1934 (15
U.S.C. 78o-10(b)).

By the Commission.

    Dated: October 12, 2011.
Elizabeth M. Murphy,
Secretary.

    Note: The following Forms will not appear in the Code of Federal
Regulations.

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[FR Doc. 2011-26889 Filed 10-21-11; 8:45 am]
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