Chairman Elisse B. Walter
Commissioner Luis A. Aguilar
Commissioner Troy A. Paredes
Commissioner Daniel M. Gallagher
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

Re: Request for Extension of the Expiration Date of the SEC’s Exchange Act Exemptive Order and SBS Interim Final Rules

Dear Chairman Walter and Commissioners Aguilar, Paredes and Gallagher:

The Securities Industry and Financial Markets Association1 appreciates the Securities and Exchange Commission’s (the “Commission”) ongoing consideration of the implications of Sections 761 and 768 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), which provisions included security-based swaps (or “SBS”) in the definition of “security” for purposes of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Securities Act of 1933 (the “Securities Act”). Before Sections 761 and 768 took effect on July 16, 2011, the Commission took action to largely preserve the status quo with respect to those provisions of the Securities Act, the Exchange Act, and the Trust Indenture Act of 1939 that otherwise would have applied to security-based swaps solely as a result of the revised definition of “security.”

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