Rule 17a-5 Under the Securities Exchange Act of 1934

SIFMA provides comments to the Securities and Exchange Commission (SEC) on proposed amendments to Rule 17a–5 under the Securities Exchange Act of 1934; Release No. 34–64676, 76 Fed. Reg. 37,572; File No. S7-23-11.  SIFMA offers observations and recommendations for certain aspects of the proposal including: (1) the definitions of “material non-compliance” and “material weakness” in the proposed amendments; (2) the proposed requirement that an auditor disclose any “material modification” that should be made to the Exemption Report; (3) the access to audit documents and auditors granted to the SEC and DEA examination staff under the proposed amendments; (4) the proposed Form Custody; (5) certain costs associated with the proposed amendments; and (6) the effective date of the proposed amendments.