SIFMA Submits Additional Comments to the SEC on Temporary Exemptions for Uncleared Security-Based Swaps

SIFMA submitted the attached comments regarding interim final rules promulgated by the SEC temporarily exempting uncleared security-based swaps ("SBS") entered into between eligible contract participants (as defined in CEA Section 1a(18)) from certain provisions of the Securities Act, the Exchange Act, and the Trust Indenture Act. This letter supplements the letter submitted jointly with ISDA on April 20, 2012, wherein SIFMA urged that the SEC permanently exempt SBS transactions involving eligible contract participants from the registration requirements of Section 5 of the Securities Act. This letter provides additional discussion as to why such an exemption is necessary and appropriate, particularly as to the concern that the publication of research on the securities which are the subject of the SBS could be deemed to be a "general solicitation" in connection with the SBS, with the result that the dealer entering into the SBS might not be able to rely on the private placement exemption from registration under the Securities Act.

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