SIFMA provides comments to the Securities and Exchange Commission (SEC) on proposed Rule 127B under the Securities Act of 1933 that will implement Section 621 (Conflicts of Interest) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act), File Number S7-38-11.  SIFMA appreciates the intent of Section 621 and agrees that certain reforms may be necessary to ensure that securitization transaction parties are not creating and selling asset-backed securities (ABS) that are intentionally designed to fail or default and profiting from the failure or default of such ABS. SIFMA recommends that the SEC should create a framework that prohibits these “designed to fail” transactions while still allowing for the issuance of ABS without the uncertainty of overly broad or vague regulations or undue restrictions or prohibitions.