Ms. Elizabeth M. Murphy
Secretary
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-1090
Re: Exemptions for Security-Based Swaps: Uncleared Security-Based Swap Transactions Involving Eligible Contract Participants (File Number S7-26-11)
Dear Ms. Murphy:
The Securities Industry and Financial Markets Association (“SIFMA”)1 appreciates the opportunity to comment further on the interim final rules promulgated by the U.S. Securities and Exchange Commission (the “Commission”) temporarily exempting uncleared security-based swaps (“SBS”) entered into between eligible contract participants (as defined in Section 1a(18) of
the Commodity Exchange Act) from certain provisions of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Trust Indenture Act of 1939, as amended. 2
This letter supplements our letter submitted jointly with the International Swaps and Derivatives Association, Inc. on April 20, 2012,3requesting, among other things, that the Commission permanently exempt SBS transactions involving eligible contract participants from the registration requirements of Section 5 of the Securities Act, and provides additional discussion as to why such an exemption is necessary and appropriate.