ABA Securities Association
American Council of Life Insurers
Financial Services Roundtable
Futures Industry Association
Institute of International Bankers
International Swaps and Derivatives Association
Securities Industry and Financial Markets Association

September 8, 2011

Mr. David A. Stawick
Secretary
Commodity Futures Trading Commission
Three Lafayette Centre
1155 21st Street, N.W.
Washington, DC 20581

Ms. Elizabeth M. Murphy
Secretary
Securities and Exchange
Commission
100 F Street, N.E.
Washington, DC 20549-1090

Ms. Jennifer J. Johnson
Secretary
Board of Governors of the Federal
Reserve System
20th Street and Constitution Ave., N.W.
Washington, DC 20551

Office of the Comptroller of the Currency
250 E Street, S.W.
Mail Stop 2–3
Washington, DC 20219

Mr. Robert E. Feldman
Executive Secretary
Attention: Comments
Federal Deposit Insurance Corporation
550 17th Street, N.W.
Washington, DC 20429

Mr. Alfred M. Pollard
General Counsel
Attention: Comments
Federal Housing Finance Agency
Fourth Floor, 1700 G Street, N.W.
Washington, DC 20552

Mr. Gary K. Van Meter
Director
Office of Regulatory Policy
Farm Credit Administration
1501 Farm Credit Drive
McLean, VA 22102–5090

Re: Treatment of Inter-Affiliate Transactions under Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act

The ABA Securities Association, American Council of Life Insurers, Financial Services Roundtable, Futures Industry Association, Institute of International Bankers, International Swaps and Derivatives Association and Securities Industry and Financial Markets Association, (collectively, the 2 “Associations”)1 appreciate the opportunity to comment on the regulation of
inter-affiliate swaps2 under Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act3 and the rules proposed thereunder by the Commodity Futures Trading Commission (the “CFTC”), the Securities and Exchange Commission (the “SEC”, and together with the CFTC, the “Commissions”), the Board of Governors of the Federal Reserve (the “Board”), the Farm Credit Administration (the “FCA”), the Federal Deposit Insurance Corporation (the “FDIC”), the Federal Housing Finance Agency (the “FHFA”) and the Office of
the Comptroller of the Currency (the “OCC” and, together with the Board, the FCA, the FDIC and the FHFA, the “Prudential Regulators”).4

We are writing because virtually none of the proposed rules governing swaps regulation address how they will apply to inter-affiliate transactions. Silence about the treatment of inter-affiliate transactions could imply that all of the rules apply to them equally. Such application could have the counterproductive effect of lessening market transparency, increasing risk within
individual institutions, increasing costs generally and increasing overall market risk. The purpose of the letter is to provide context about how inter-affiliate swaps are used by financial institutions and customers and to suggest a workable framework for the treatment inter-affiliate trades.

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