January 7, 2022

By Email

Vanessa A. Countryman
Secretary
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 205499–1090
[email protected]

Re: Release No. 34-93613; File No. S7-18-21 Reporting of Securities Loans

Ms. Countryman:

The Securities Industry and Financial Markets Association (“SIFMA”) 1 appreciates the opportunity to comment on the U.S. Securities and Exchange Commission’s (the “SEC” or “Commission”) release on proposed Rule 10c-1 (the “Proposed Rule”) under the Securities Exchange Act of 1934 (“Exchange Act”), which would for the first time implement a regime requiring the reporting of identifying data and material negotiated terms of securities lending transactions, as well as other securities lending market information, to a registered national securities association (“RNSA”), and the subsequent public dissemination by the RNSA of select securities lending transaction terms and market information.2 SIFMA is supportive of the SEC’s goal of increasing transparency in the securities lending market, and has provided herein our initial recommended alternative approaches for further consideration by the Commission.

However, the Commission asked in the Proposing Release nearly 100 questions concerning the operation of the Proposed Rule and the securities lending market generally, and SIFMA feels strongly that a 30-day comment period is simply an insufficient amount of time to allow for meaningful consideration of, and comment on, the Proposed Rule, which would impose significant changes to the current securities lending market.3 In this regard, SIFMA reconfirms

1 SIFMA is the leading trade association for broker-dealers, investment banks, and asset managers operating in the U.S. and global capital markets. On behalf of our members, we advocate on legislation, regulation, and business policy affecting retail and institutional investors, equity, and fixed income markets, and related products and services. We serve as an industry coordinating body to promote fair and orderly markets, informed regulatory compliance, and efficient market operations and resiliency. We also provide a forum for industry policy and professional development. SIFMA, with offices in New York and Washington, D.C., is the U.S. regional member of the Global Financial Markets Association (GFMA). For more information, visit http://www.sifma.org.

2 Reporting of Securities Loans, Exchange Act Release No. 93613 (Nov. 18, 2021), 86 FR 69802 (Dec. 8, 2021) (“Proposing Release”).

3 SIFMA and several other industry associations noted our concerns on the 30-day comment period in a letter to the Commission, and requested an extension of the comment period to allow for more fulsome consideration of the Proposed Rule; however, the Commission rejected our request. See Letter from SIFMA et al. on Reporting of  Securities Loans (Nov. 23, 2021), https://www.sec.gov/comments/s7-18-21/s71821-9402961-262828.pdf; see also