Ms. Elizabeth M. Murphy
Secretary
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-1090

Re: Reopening of the Comment Period on Ownership Limitations and Governance Requirements for Security-Based Swap Clearing Agencies, Security-Based Swap Execution Facilities, and
National Securities Exchanges with Respect to Security-Based Swaps under Regulation MC (File No. S7-27-10)

Dear Ms. Murphy:

The Securities and Exchange Commission (“SEC”) has proposed Regulation MC1 which contains various ownership limitations and governance requirements for security-based swap clearing agencies (“Clearing Agencies”), security-based swap execution facilities (“SB SEFs”), and national securities exchanges. We previously have submitted several comment letters with respect to Regulation MC, including: ISDA’s comment letter dated November 23, 20102, SIFMA’s comment letter dated November 12, 20103, and a letter cosigned by six trade associations dated January 11, 20114 that responds to comments submitted to the Commodity Futures Trading Commission by U.S. Department of Justice staff. We are sending this letter in response to the SEC’s reopening5 of the comment period for Regulation MC in light of its subsequent SB SEF Proposing Release6 and Clearing Agency Proposing Release.7 As in SIFMA’s November 12 comment letter on proposed Regulation MC, we are focusing our comments on the SEC’s proposed limits on ownership and voting power, specifically the proposed limits applicable to Clearing Agencies.

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