The Honorable Gary Gensler
The Honorable Jill E. Sommers
The Honorable Bart H. Chilton
The Honorable Scott D. O’Malia
The Honorable Mark P. Wetjen

Commodity Futures Trading Commission
Three Lafayette Center
1155 21st Street, NW
Washington, DC 20581

Re: Registration of Swap Dealers and Major Swap Participants; RIN 3038-AC95

Chairman Gensler and Commissioners Sommers, Chilton, O’Malia and Wetjen:

We write in response to the Commission’s adoption of final swap dealer and major swap participant registration rules on January 11. We appreciate the Commission’s solicitation of comments on extraterritorial issues in connection with those rules and its continued recognition of the importance of providing clarity on that topic and related issues, such as the treatment of inter-affiliate transactions, guarantees and branches.

We note, however, that numerous commenters have expressed to the Commission the need to clarify these issues and provide an appropriate implementation period before swap dealers and major swap participants must register. It is therefore deeply concerning that the Commission acted to require applications for registration as soon as its definitional rules under the Dodd-Frank Act go into effect, based on the availability of a provisional registration procedure. We believe the Commission has failed to appreciate the very serious problems created by relying on even this limited provisional registration requirement in circumstances where the Commission’s intended extraterritorial application of the Commodity Exchange Act’s swap provisions and related issues have not yet been clarified.

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