BPI and SIFMA Comment on SIFMA Proposed Rule on Conflicts of Interest Relating to Certain Securitizations

Dear Ms. Countryman:

The Securities Industry and Financial Markets Association (“SIFMA”),[1] the Asset Management Group of SIFMA (“SIFMA AMG”)[2] and the Bank Policy Institute (“BPI”)[3] (collectively, the “Associations”) appreciate the opportunity to comment on proposed Rule 192 (the “Proposed Rule”) under the Securities Act of 1933 (the “Securities Act”). When adopted in its final form by the Securities and Exchange Commission (the “Commission”), Rule 192 will implement Section 27B of the Securities Act (“Section 27B”),[4] which prohibits certain material conflicts of interest in securitizations, subject to the exceptions set forth therein.

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[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 industry’s one million employees, 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).

[2] SIFMA AMG brings the asset management community together to provide views on U.S. and global policy and to create industry best practices. SIFMA AMG’s members represent U.S. and global asset management firms whose combined assets under management exceed $45 trillion. The 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.

[3] The Bank Policy Institute is a nonpartisan public policy, research, and advocacy group, representing the nation’s leading banks and their customers. Our members include universal banks, regional banks, and the major foreign banks doing business in the U.S. Collectively, they employ almost two million Americans, make nearly half of the nation’s bank-originated small business loans, and are an engine for financial innovation and economic growth.

[4] Section 27B was added to the Securities Act by Section 621 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”).