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

Re: Comment Letter on the Proposed Interpretive Guidance on the Cross-Border Application of Certain Swaps Provisions of the Commodity Exchange Act (RIN 3038-AD57)

Dear Mr. Stawick:

The Asset Management Group (the “AMG”)1 of the Securities Industry and Financial Markets Association (“SIFMA”) appreciates the opportunity to provide its views to the Commodity Futures Trading Commission (the “Commission”) on the Proposed Interpretive Guidance on the Cross-Border Application of Certain Swaps Provisions (the “Proposed Interpretive Guidance”).2 The AMG recognizes the need among market participants, including its members, for guidance on the cross-border application of Title VII of the Dodd-Frank Act and appreciates the Commission’s efforts to provide this much-needed guidance. However, the AMG is concerned that the cross-border application of Title VII as contemplated in the Proposed Interpretive Guidance is overbroad and overly complex. Furthermore, it would result in significant costs, limit investment opportunities for U.S. investors and raise potential competitive
disadvantages for asset managers operating in the United States.

SIFMA has provided comments to the Commission on the Proposed Interpretive Guidance (the “SIFMA Letter”) and on the Commission’s Proposed Exemptive Order Regarding Compliance with Certain Swap Regulations (the “August 13 Letter”).3 The AMG generally supports the comments and recommendations made in the SIFMA Letter, and in particular, the recommended
definition of U.S. person set forth therein and included as Appendix A hereto. This letter highlights several key concerns specific to AMG’s members.

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