March 21, 2022

Vanessa Countryman, Secretary
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-1090

Re: Notice of Proposed Rulemaking on the Prohibition Against Fraud, Manipulation, or Deception in Connection with Security-Based Swaps; Prohibition Against Undue Influence over Chief Compliance Officers; Position Reporting of Large Security-Based Swap Positions (File No. S7-32-10)

Dear Ms. Countryman:

The Institute of International Bankers (“IIB”), the International Swaps and Derivatives Association (“ISDA”), and the Securities Industry and Financial Markets Association (“SIFMA”) (together, the “Associations”)1 appreciate the opportunity to provide comments to the Securities and Exchange Commission (the “Commission” or “SEC”) on the proposed security-based swap (“SBS”) anti-fraud and anti-manipulation rule, set forth in proposed Rule 9j-1 under the Securities Exchange Act of 1934 (the “Exchange Act”), as reflected in the above-captioned proposed rulemaking (the “Proposed Rule”).2

We support the Commission’s goal of ensuring that appropriate disincentives to fraud and manipulation exist in the SBS market. Importantly, the rules must not inhibit legitimate commercial conduct. If the standards by which liability is determined are too broad or vague, market participants will avoid entering into SBS transactions – or the securities and lending transactions to which such SBS transactions relate – altogether. Diminished liquidity in SBS markets will result in reduced liquidity in the capital markets, making it more expensive and difficult for companies to raise money and for investors to meet their goals. For these reasons, we respectfully suggest changes to the

1 Descriptions of the Associations are included in the attached Appendix.

2 SEC Release No. 34-93784 (December 15, 2021), 87 Fed. Reg. 6652 (February 4, 2022).