March 21, 2022

Vanessa A. Countryman
Secretary
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-1090

Re: Notice of Proposed Rulemaking on the Prohibition Against Fraud, Manipulation, or Deception in Connection with Security-Based Swaps; Prohibition Against Undue Influence over Chief Compliance Officers; Position Reporting of Large Security-Based Swap Positions (the “Proposed Rule”)1 (File No. S7-32-10)

Dear Ms. Countryman:

The Asset Management Group of the Securities Industry and Financial Markets Association (“SIFMA AMG”)2 appreciates the opportunity to provide comments to the Securities and Exchange Commission (the “Commission” or “SEC”) on the security-based swap (“SBS”) position reporting requirements set forth in proposed Rule 10B-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and proposed Schedule 10B, as well as re-proposed Rule 9j-1 under the Exchange Act, each as reflected in the Proposed Rule.

SIFMA AMG members have had the opportunity to review (i) the joint letter3 that the Securities Industry and Financial Markets Association (“SIFMA”), the International Swaps and Derivatives Association, Inc. (“ISDA”) and the Institute of International Bankers (“IIB”) (the “Joint Association 10B-1 Letter”) have filed with the Commission with respect to the SBS position reporting requirements set forth in proposed Rule 10B-1 under the Exchange Act and proposed Schedule 10B and (ii) the joint letter that SIFMA, ISDA and IIB (the “Joint Association 9j-1 Letter,” and together with the Joint Association 10B-1 Letter, the “Joint Association Letters”) have filed with the Commission with respect to re-proposed Rule 9j-1 under the Exchange Act. We generally support the views expressed in the Joint Association Letters. In addition to providing additional perspective on certain points made in the Joint Association Letters, we focus in this letter on some issues of particular importance to SIFMA AMG members and our clients.

 

1 SEC Release No. 34-93784 (December 15, 2021), 87 Fed. Reg. 6652 (February 4, 2022).

2 SIFMA AMG brings the asset management community together to provide views on U.S. and global policy and to create industry best practices. SIFMA AMG’s members represent U.S. and global asset management firms whose combined assets under management exceed $45 trillion. The clients of SIFMA AMG member firms include, among others, tens of millions of individual investors, registered investment companies, endowments, public and private pension funds, UCITS and private funds such as hedge funds and private equity funds.

3 Letter from Kenneth E. Benson, Jr., President and Chief Executive Officer, SIFMA, Scott O’Malia, Chief Executive Officer, ISDA and Briget Polichene, Chief Executive Officer, IIB to Vanessa Countryman, Secretary of the Commission, dated March 21, 2022.