January 7, 2022

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

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

Ms. Countryman:

The Asset Management Group of the Securities Industry and Financial Markets Association (“SIFMA AMG” or “AMG”)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 introduce a regime requiring the reporting of data, terms, and other market information regarding securities lending transactions to a registered national securities association (“RNSA”), and the subsequent public reporting of select data.2 SIFMA AMG is providing its initial responses and recommended alternative approaches for further consideration by the Commission. SIFMA AMG welcomes the opportunity to engage in further discussions with the Commission Staff as it continues to gather information from the industry on the securities lending
market and potentially viable approaches for reporting of information.

I. Introduction and Executive Summary

The Proposed Rule would require any “person,” as defined under Section 3(a)(9) of the Exchange Act,3 that loans a “security,” as defined in Section 3(a)(10) of the Exchange Act,4 on behalf of itself or another person, to report to an RNSA certain material terms of those loans as well as modifications to those terms, information regarding the securities the person has on loan,

1 SIFMA AMG brings the asset management community together to provide views on policy matters and to create industry best practices. SIFMA AMG’s members represent U.S. and multinational asset management firms whose combined global assets under management exceed $45 trillion clients of SIFMA AMG member firms include, among others, tens of millions of individual investors, registered investment companies, endowments, public and private pension funds, UCITS and private funds such as hedge funds and private equity funds. For more information, visit http://www.sifma.org/amg.

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

3 15 U.S.C. § 3(a)(9).

4 15 U.S.C. § 3(a)(10).