September 10, 2020

Carol McGee
Assistant Director
Office of Derivatives Policy, Division of Trading and Markets
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

Re: Order Extending Temporary Exemptions from Exchange Act Section 8 and Exchange Act Rules 8c-1, 10b-16, 15a-1, 15c2-1 and 15c2-5 in Connection with the Revision of the Definition of “Security” to Encompass Security-Based Swaps (Release No. 34-87943; File No. S7-27-11)

Dear Ms. McGee,

This letter responds to the request by staff of the U.S. Securities and Exchange Commission (the “Commission”) that the Securities Industry and Financial Markets Association (“SIFMA”)1 supplement our previous submissions2 regarding the Commission’s Order Extending Temporary Exemptions under the Securities Exchange Act Section 8 Exchange Act Rules 8c-1, 10b-16, 15a-1, 15c2-1 and 15c2-5 in Connection with the Revision of the Definition of “Security” to Encompass Security-Based (the “2020 Extension Order”)3 extending temporary exemptions until November 5, 2020. This supplemental submission provides additional details regarding certain of the exemptions and guidance that we have previously requested in the form of responses to the questions received from Commission staff.

I. Background

In 2011, the Commission issued an order (the “Exchange Act Exemptive Order”)4 granting certain temporary exemptive relief (the “Temporary Exemptions”) in connection with the revision of the definition of “security” in the Securities Exchange Act of 1934 (“Exchange Act”) to encompass security-based swaps (“SBS”). In 2014, the Commission issued an order (the “2014 Extension Order”) 5 extended the expiration dates for the Temporary Exemptions. In the 2014 Extension Order, the Commission distinguished between: (i) the Temporary Exemptions related to pending SBS rulemakings (“Linked Temporary Exemptions”); and (ii) the Temporary Exemptions that generally were not directly related to a specific SBS rulemaking (“Unlinked Temporary Exemptions”). The expiration dates for the Linked Temporary Exemptions established by the 2014 Extension Order were the compliance dates for the specific rulemakings to which they were “linked,” and the expiration date for the Unlinked Temporary Exemptions was three years following the effective date of the 2014 Extension Order (i.e., February 5, 2017), or such time that the Commission issues an order or rule determining whether continuing exemptive relief is appropriate for SBS with respect to any such Unlinked Temporary Exemptions.