Mary Shapiro Chairman Securities and Exchange Commission

Chairman Johnson, Ranking Member Shelby, and members of the Committee:

Thank you for inviting me to testify on the occasion of the one-year anniversary of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act” or “Act”).[1] 

This landmark legislation set out to reshape the U.S. regulatory landscape, reduce systemic risk and help restore confidence in the financial system.  Among other things, the Act brings hedge fund and other private fund advisers under the regulatory umbrella of the Investment Advisers Act, creates a new whistleblower program, establishes an entirely new regime for the over-the-counter (“OTC”) derivatives market, enhances the SEC’s authority over nationally recognized statistical rating organizations (“NRSROs”) and clearing agencies, and heightens regulation of asset-backed securities (“ABS”). 

To help fulfill its objective, the Act directs the SEC to write a large number of rules necessary to implement the Act and, over the past year, the SEC has accomplished much.  Of the more than 90 mandatory rulemaking provisions, the SEC already has proposed or adopted rules for more than two-thirds of them -- not including rules stemming from the dozens of other provisions that give the SEC discretionary rulemaking authority.  Additionally, the SEC has finalized ten of the more than twenty studies and reports that it is required to complete under the Act.  While the Commission has voted unanimously on the vast majority of these rules and studies, specific rules, proposals and studies have generated robust debate among Commissioners.  Even in the instances where the votes were not unanimous, the diverse views and input from Commissioners has benefited and strengthened the work product as we try to develop the best possible rules.

While we have had much success, we are continuing to work diligently to implement all provisions of the Act for which we have responsibility – even as we continue to perform our longstanding core responsibilities.  Indeed, we are well on our way to completing the rulemakings and studies assigned to us under the Act.

In my prior testimony before this Committee on Dodd-Frank Act implementation, I outlined our efforts to modernize our internal processes to enable us to better accomplish both our preexisting responsibilities and those added by the Act.  Among others, these efforts include the creation of new cross-disciplinary working groups; our focus on increasing transparency, consultation and public input; and the forging and strengthening of collaborative relationships with other federal regulators and our international counterparts.  To date, we have participated in scores of interagency and working group meetings, conducted five public roundtables, met with hundreds of interested groups and individuals including investors, academics and industry participants, and received, reviewed and considered thousands of public comments. 

While some feel we are moving too quickly and others feel we are not moving rapidly enough, I believe we are proceeding at a pace that ensures we get the rules right.  And, provided the SEC receives the appropriate funding and uses its resources effectively and efficiently, we will be able to successfully implement those rules and help further protect investors, as the law intended.

The progress we have made so far is the result of the exceptional work of my fellow Commissioners and our staff, whose extraordinary efforts have enabled us to accomplish so much in a relatively short time.  While the Dodd-Frank Act added significantly to their workload, they have been implementing the Act in a thoughtful, thorough, and professional manner. 

My testimony today will provide an overview of these activities, emphasizing the Commission’s efforts since the Committee’s Dodd-Frank Act implementation hearing in February.

Hedge Fund and Other Private Fund Adviser Registration and Reporting

The Commission already has completed a suite of rulemaking under the many Dodd-Frank Act amendments to the Investment Advisers Act of 1940 (“Advisers Act”).  Those rules require registration and reporting by investment advisers to hedge funds and other private funds. 

Several of those rules, adopted by the Commission on June 22, 2011, become effective today, including rules that:

• require the registration of, and reporting by, advisers to hedge funds and other private funds and other advisers previously exempt from SEC registration;
• require reporting by investment advisers relying on certain new exemptions from SEC registration; and
• reallocate regulatory responsibility to the state securities authorities for advisers that have between $25M and $100M in assets under management.[2] 

The three new Advisers Act exemptions from registration include:  (i) advisers solely to venture capital funds; (ii) advisers solely to private funds with less than $150 million in assets under management in the U.S.; and (iii) certain foreign advisers without a place of business in the U.S. and with only a de minimis amount of U.S. business.[3]  The Commission also approved a rule defining “family offices” – a group that historically has not been required to register as advisers – that excludes private advisers to a single family from the definition of investment adviser.[4]  The Commission also defined “venture capital fund” as required by the Act.

As a result of these rules, both regulators and the public will have access to identifying data and an operational overview of private fund advisers and the hedge funds and other funds they manage.

In addition, on January 26, 2011, in a joint release with the CFTC, the Commission proposed a new rule that would require hedge fund advisers and other private fund advisers to report systemic risk information on a new form – Form PF.[5]  This new form requires the non-public reporting of information about private funds managed by advisers for the purpose of the assessment of systemic risk by the Financial Stability Oversight Council (“FSOC”), as provided in Title IV of the Dodd-Frank Act.

Also, this month, the Commission issued an order that raises, to adjust for inflation, the dollar amount thresholds in Rule 205-3 under the Advisers Act, that determine whether an investment adviser can charge its clients performance-based compensation.[6]  The Commission also has proposed related amendments to the rule that would specify the method for calculating future inflation adjustments of these dollar amount thresholds, and exclude the value of a client’s primary residence from the calculation of net worth.[7]

Staff Studies Regarding Investment Advisers and Broker-Dealers

In January, the Commission submitted to Congress two staff studies in the investment management area as required under the Dodd-Frank Act. 

The first study, mandated by Section 914, analyzed the need for enhanced examination and enforcement resources for investment advisers that are registered with the Commission.[8]  It found that the Commission likely will not have sufficient capacity in the near or long term to conduct effective examinations of registered investment advisers with adequate frequency.  Therefore, the study stated that the Commission’s examination program requires a source of funding that is adequate to permit the Commission to meet new examination challenges and sufficiently stable to prevent adviser examination resources from continuously being outstripped by growth in the number of registered investment advisers. 

The study highlighted the following three options to strengthen the Commission’s investment adviser examination program: (1) imposing user fees on Commission-registered investment advisers to fund their examinations; (2) authorizing one or more self-regulatory organizations that assess fees on their members to examine, subject to Commission oversight, all Commission-registered investment advisers; or (3) authorizing FINRA to examine a subset of advisers – i.e., dually registered investment advisers and broker-dealers – for compliance with the Advisers Act. 

The second staff study, as required by Section 913 of the Dodd-Frank Act, addressed the obligations of investment advisers and broker-dealers.[9]  This study reviewed the broker-dealer and investment adviser industries, the regulatory landscape surrounding each, issues raised by stakeholders who commented during the preparation of the report, and other considerations. 

The study made two primary recommendations: that the Commission (1) exercise its discretionary rulemaking authority to implement a uniform fiduciary standard of conduct for broker-dealers and investment advisers when they are providing personalized investment advice about securities to retail investors; and (2) consider harmonization of broker-dealer and investment adviser regulation when broker-dealers and investment advisers provide the same or substantially similar services to retail investors and when such harmonization adds meaningfully to investor protection. 

Under Section 913, the uniform fiduciary standard to which broker-dealers and investment advisers would be subject would be “no less stringent” than the standard that applies to investment advisers today. 

As the study notes, the distinction between an investment adviser and a broker-dealer is often lost on investors and it remains difficult to justify why there should be different rules and standards of conduct for the two roles – especially when the same or substantially similar services are being provided.  Investment professionals’ first duty must be to their clients, and we look forward to implementing the study’s recommendations.

Whistleblower Program

Section 922 of the Dodd-Frank Act established a whistleblower program that requires the SEC to pay an award to eligible whistleblowers who voluntarily provide the agency with original information about a violation of the federal securities laws that leads to the successful enforcement of an SEC action. 

In May, the Commission adopted final rules to implement the new program.[10]  The rules outline the process by which individuals can apply for awards, describe the Commission’s procedures for making decisions on claims, generally explain the scope of the whistleblower program to the public and define certain critical terms. 

There were many complex policy considerations associated with the promulgation of these rules.  These included, for example, whether the program should reward culpable whistleblowers who participated in the alleged misconduct, and whether the rules should require employees to first report possible violations through their employer’s internal compliance procedures before coming to the SEC.  The Commission’s proposed rules provoked strongly held and diverse views on these and a number of other significant topics.  The proposal underwent a robust comment process, which included hundreds of comment letters from various interested constituencies including whistleblower advocacy groups, public companies, corporate compliance personnel, professional associations, and individual investors. 

Perhaps the most vigorously-debated issue was the effect of the whistleblower program on internal corporate compliance processes.  Many advocated that the Commission require whistleblowers to report violations through their employers’ internal compliance systems before or at the same time they report to the SEC in order to qualify for an award.  After careful consideration, the Commission concluded that an absolute requirement that whistleblowers report internally to qualify for an award would be detrimental to the SEC’s enforcement program.   

Requiring whistleblowers to first reveal incriminating information to the very persons they may be suggesting acted unlawfully would significantly decrease the likelihood of whistleblowers coming forward.  That is why the rules leave the decision as to whether or not to report internally in the hands of the person best equipped to make that decision – the whistleblower, considering the circumstances of his or her individual situation.  But, recognizing the significant value that effective corporate compliance programs deliver in identifying, remediating, and deterring wrongdoers, the rules include a number of provisions designed to incentivize whistleblowers to utilize their companies’ internal compliance and reporting systems, when appropriate, by increasing the likelihood and potential recovery for an award in instances where a whistleblower chooses to report internally first.  

The whistleblower rules reflect a thoughtful and thorough weighing of the comments that were received and a careful balancing of these and many other important policy considerations.  Although it is too early to assess the impact of our new whistleblower program, the agency is already seeing the effects of the whistleblower provisions in the quality of tips we are getting.  While the SEC has a history of receiving high volumes of tips and complaints, the quality of the tips has improved since the enactment of Section 922, and this trend is expected to continue. 

Section 924 of the Dodd-Frank Act also required the SEC to establish an office to administer the whistleblower program.  The new Office of the Whistleblower is now staffed and busy reviewing whistleblower complaints.  Due to budgetary constraints, the office has been staffed by detailing current Commission staff from their normal responsibilities until we can hire permanent staff. 

Additional Investor Protection Provisions

Nationwide Service of Process:  The SEC is seeing the benefits of the many other enforcement-related investor protection provisions contained in the Dodd-Frank Act.  For example, Section 929E allowed for nationwide service of process so that the SEC can compel a witness to appear at trial anywhere in the United States.  Already, this authority has enabled our trial team to subpoena and present witnesses’ live testimony, and ultimately prevail, in the recent SEC v. Delphi trial. 

Live testimony can be invaluable in litigating securities law violations, which often turn on the credibility of those testifying.  Our trial teams have also used the new provision to subpoena documents, which enables them to more efficiently present documentary evidence.

Collateral Bars:  With respect to new sanctions available to the Commission, the Dodd-Frank Act provides the SEC with the authority to bar or suspend persons -- who have engaged in misconduct in one industry that the Commission regulates -- from other industries that the Commission regulates.  Since the enactment of Section 925, the Commission has used this “collateral bar” authority to impose broad prophylactic relief to provide more effective protection to investors.  

In one example, the Commission last month imposed cross-industry sanctions against a Swiss trader employed by a registered broker-dealer and investment adviser for engaging in insider trading that netted him illegal profits of almost $1.2 million.[11]   Prior to the enactment of Dodd-Frank, the Commission would have been able to bar the respondent from the broker-dealer industry, but it would not have been able to similarly protect investors in any of the other industries we regulate.  Using the new authority, the Commission was able to extend the protection to other vulnerable investors by barring the respondent from associating with any broker, dealer, investment adviser, municipal securities dealer, transfer agent, municipal advisor, or nationally recognized statistical ratings organization. 

In another example, just last week, the Commission sanctioned an unregistered broker for his role in an offering fraud and Ponzi scheme that raised at least $2.5 million from approximately 75 investors.[12]  Under Section 925, the Commission was able to bar this person from associating with any transfer agent, broker, dealer, investment adviser, municipal securities dealer, municipal advisor, or nationally recognized statistical rating organization.    

Penalties in Cease and Desist Proceedings:  The Commission also has used the authority granted in Dodd-Frank Section 929P(a) to impose penalties in administrative cease and desist actions against non-regulated individuals and entities.  Although the Commission could impose penalties against regulated persons administratively prior to Dodd-Frank, it could obtain penalties against non-regulated persons only in enforcement actions filed in district court.  The Act now permits the Commission to obtain penalties against non-regulated violators of the federal securities laws in either forum. 

In one recent example of our exercise of this authority, the Commission imposed a $200,000 administrative penalty against Hudson Highland Group, Inc. for its failures to maintain appropriate internal controls and books and records relating to its sales tax liabilities that resulted in a $3.9 million tax liability for the corporation.[13]  Prior to the Dodd-Frank Act, the Commission would not have been able to impose a penalty against Hudson in a cease-and-desist proceeding; that sanction would only have been available in a district court action.  Accordingly, to obtain full relief, the Commission would have had to either file the entire action in district court or, alternatively, file two separate actions – one administrative and one civil.  With the new authority granted in Section 929P(a), the Commission no longer has to file multiple actions or abandon what may be the more appropriate forum in order to obtain an appropriate penalty.

Greater Access to Foreign Papers:  The Dodd-Frank Act’s amendments to Sarbanes-Oxley Section 106 require foreign accounting firms that perform work for a domestic registered public accounting firm to designate an agent for service of process to allow both the SEC and the PCAOB to serve requests for documents and enforcement pleadings that may arise out of a violation of Section 106.  This provision, which has aided our enforcement efforts, resolves a significant impediment to ensuring that the SEC will have the ability to serve requests for documents expeditiously. 

OTC Derivatives

Among the key provisions of the Dodd-Frank Act are those that will establish a new oversight regime for the OTC derivatives marketplace.  Title VII of the Act requires the SEC to work with other regulators – the Commodity Futures Trading Commission (“CFTC”) in particular – to write rules that:

• Address, among other things, mandatory clearing, the operation of trade execution facilities and data repositories, business conduct standards for certain market intermediaries, capital and margin requirements, and public transparency for transactional information;
• Improve transparency and facilitate the centralized clearing of swaps, helping, among other things, to reduce counterparty risk and systemic risk that results from exposures by market participants to uncleared swaps;
• Enhance investor protection by increasing security-based swap transaction disclosure and helping to mitigate security-based swap conflicts of interest; and
• Allow the OTC derivatives market to continue to develop in a more transparent, efficient, and competitive manner.

Title VII Implementation to Date

To date, the SEC has proposed rules in twelve areas required by Title VII: 

• Rules prohibiting fraud and manipulation in connection with security-based swaps;[14]
• Rules regarding trade reporting, data elements, and real-time public dissemination of trade information for security-based swaps that would lay out who must report security-based swaps, what information must be reported, and where and when it must be reported;[15]
• Rules regarding the obligations of security-based swap data repositories that would require them to register with the SEC and specify the extensive confidentiality and other requirements with which they must comply;[16]
• Rules relating to mandatory clearing of security-based swaps that would establish a process for  clearing agencies to provide information to the SEC about security-based swaps that the clearing agencies plan to accept for clearing;[17]
• Rules regarding the exception to the mandatory clearing requirement for hedging by end users that would specify the steps that end users must follow, as required under the Act, to notify the SEC of how they generally meet their financial obligations when engaging in security-based swap transactions exempt from the mandatory clearing requirement;[18]
• Rules defining and regulating security-based swap execution facilities, which specify their registration requirements, and establish the duties and implement the core principles for security-based swap execution facilities specified in the Act;[19]
• Joint rules with the CFTC regarding the definitions of swap and security-based swap dealers, and major swap and security-based swap participants;[20]
• Rules regarding the confirmation of security-based swap transactions that would govern the way in which certain of these transactions are acknowledged and verified by the parties who enter into them;[21]
• Rules regarding certain standards that clearing agencies would be required to maintain with respect to, among other things, their risk management and operations;[22]   
• Joint rules with the CFTC regarding further definitions of the terms “swap”, “security-based swap,” and “security-based swap agreement”; the regulation of mixed swaps; and security-based swap agreement recordkeeping;[23]
• Rules regarding business conduct that would establish certain minimum standards of conduct for security-based swap dealers and major security-based swap participants, including in connection with their dealings with “special entities”, which include municipalities, pension plans, endowments and similar entities;[24] and
• Rules intended to address conflicts of interest at security-based swap clearing agencies, security-based swap execution facilities, and exchanges that trade security-based swaps.[25]

The Commission also adopted an interim final rule regarding the reporting of outstanding security-based swaps entered into prior to the date of enactment of the Dodd-Frank Act.[26]  This interim final rule notifies certain security-based swap dealers and other parties of the need to preserve and report to the SEC or a registered security-based swap data repository certain information pertaining to any security-based swap entered into prior to the July 21, 2010 passage of the Dodd-Frank Act and whose terms had not expired as of that date.  

In addition, in order to facilitate clearing of security-based swaps, the Commission proposed rules providing exemptions under the Securities Act, the Exchange Act, and the Trust Indenture Act of 1939 for security-based swaps transactions involving certain clearing agencies satisfying certain conditions.[27]  We also readopted certain of our beneficial ownership rules to preserve their application to persons who purchase or sell security-based swaps.[28]

Next Steps for Implementation of Title VII 

While the Commission has made significant progress to date, much remains to be done to fully implement Title VII.  First, there is a need to complete the core elements of our proposal phase, focusing in particular on rules related to the registration and financial responsibility of security-based swap dealers and major security-based swap participants. 

In addition, because the OTC derivatives market has grown to become a truly global market in the last three decades, we must continue to evaluate carefully the international implications of Title VII.  Rather than deal with these implications piecemeal, we intend to address the relevant international issues holistically in a single proposal.  The publication of such a proposal would give investors, market participants, foreign regulators, and other interested parties an opportunity to consider as an integrated whole our proposed approach to the registration and regulation of foreign entities engaged in cross-border transactions involving U.S. parties.

More broadly, the SEC has been working with our fellow regulators and with market participants to consider implementation timeframes that are reasonable for the various rulemakings, and we are reviewing what steps market participants will need to take in order to comply with our proposed rules.  These discussions are vital to establishing a coordinated implementation timeline that is workable.

After proposing all of the key rules under Title VII, we intend to seek public comment on a detailed implementation plan that will permit a roll-out of the new securities-based swap requirements in logical, progressive, and efficient manner, while minimizing unnecessary disruption and costs to the markets.  Implementing the new rules through a coherent and sequenced plan should help avoid undue delay in the creation of a more sound foundation for the regulatory oversight of the OTC derivatives market.

Steps to Address the Effective Date of Title VII

As the Commission continues to move forward with the implementation of Title VII, it has taken a number of steps to provide legal certainty and avoid unnecessary market disruption that might otherwise have arisen as a result of final rules not having been enacted by the July 16 effective date of Title VII.  Specifically, we:

• Provided guidance regarding which provisions in Title VII governing security-based swaps became operable as of the effective date and provided temporary relief from several of these provisions;[29] 
• Provided guidance regarding – and where appropriate, interim exemptions from – the various pre-Dodd-Frank provisions that would otherwise have applied to security-based swaps on July 16;[30] and
• Took other actions to address the effective date, including extending certain existing temporary rules and relief to continue to facilitate the clearing of certain credit default swaps by clearing agencies functioning as central counterparties. [31]

Clearing Agencies

Title VIII of the Dodd-Frank Act provides for increased regulation of financial market utilities and financial institutions that engage in payment, clearing and settlement activities that are designated as systemically important.  Clearing agencies play a critical role in the financial markets by ensuring that transactions settle on time and on agreed-upon terms.  The purpose of Title VIII is to mitigate systemic risk in the financial system and promote financial stability.

To help ensure the integrity of clearing agency operations and governance, the Commission proposed certain enhanced requirements for clearing agencies.[32]  Specifically, the proposed rules would require clearing agencies to maintain certain standards with respect to risk management and operations, have adequate safeguards and procedures to protect the confidentiality of trading information, have procedures that identify and address conflicts of interest, require minimum governance standards for boards of directors, designate a chief compliance officer, and disseminate pricing and valuation information if the clearing agency performs central counterparty services for security-based swaps.  Many of the proposed requirements would apply to all clearing agencies, while others would focus more specifically on clearing agencies that clear security-based swaps.

The proposal was the result of close work between the Commission staff and staffs of the CFTC and the Federal Reserve Board (“Board”).  The proposed requirements are consistent with – and build on – current international standards, and they are designed to further strengthen the Commission’s oversight of securities clearing agencies, promote consistency in the regulation of clearing organizations generally, and thereby help to ensure that clearing agency regulation reduces systemic risk in the financial markets. 

In addition, as directed by Title VIII, the SEC staff worked jointly with the staffs of the CFTC and the Board over the past year to develop a report to Congress reflecting recommendations regarding risk management supervision of clearing entities designated as systemically important by the FSOC – each called a “designated clearing entity” or “DCE”.  The staffs of the agencies met regularly and engaged in constructive dialogue to develop a framework for improving consistency in the DCE oversight programs of the SEC and CFTC, promoting robust risk management by DCEs, promoting robust risk management oversight by DCE regulators, and improving regulators’ ability to monitor the potential effects of DCE risk management on the stability of the financial system of the United States.  The joint report recommended finalizing rulemakings to establish enhanced risk management for DCEs, formalizing the process for consultations and information sharing regarding DCEs, enhancing DCE examinations, and developing ongoing consultative mechanisms to promote understanding of systemic risk.  The report should establish a strong framework for ongoing consultation and cooperation in clearing agency oversight among the Commission, the CFTC, and the Board, which in turn should help to mitigate systemic risk and promote financial stability.

Part 2 continued...

[1] The views expressed in this testimony are those of the Chairman of the Securities and Exchange Commission and do not necessarily represent the views of the full Commission.

[2]  See Release No. IA-3221, Rules Implementing Amendments to the Investment Advisers Act (June 22, 2011), http://www.sec.gov/rules/final/2011/IA-3221.pdf. 

[3]   See Release No. IA-3222 Exemptions for Advisers to Venture Capital Funds, Private Fund Advisers With Less Than $150 Million in Assets Under Management, and Foreign Private Advisers (June 22, 2011), http://www.sec.gov/rules/final/2011/IA-3222.pdf.

[4]  See Release No. IA-3220, Family Offices (June 22, 2011), http://www.sec.gov/rules/final/ia-3220.pdf.

[5] See Release No. IA-3145, Reporting by Investment Advisers to Private Funds and Certain Commodity Pool Operators and Commodity Trading Advisors on Form PF (January 26, 2011), http://www.sec.gov/rules/proposed/2011/ia-3145.pdf.

[6]  See Release No. IA-3236 (July 12, 2011). 

[7]  See Release. No.  IA-3198, Investment Adviser Performance Compensation, (May 10, 2011), http://www.sec.gov/rules/proposed/2011/ia-3198.pdf. 

[8] See Study on Enhancing Investor Adviser Examinations (January 2011), http://www.sec.gov/news/studies/2011/914studyfinal.pdf; see also Commissioner Elisse B. Walter, Statement on Study Enhancing Investment Adviser Examinations (Required by Section 914 of Title IX of the Dodd-Frank Wall Street Reform and Consumer Protection Act) (Jan. 2010), http://www.sec.gov/news/speech/2011/spch011911ebw.pdf.

[9] See Study on Investment Advisers and Broker-Dealers (January 2011), http://www.sec.gov/news/studies/2011/913studyfinal.pdf; see also Statement by SEC Commissioners Kathleen L. Casey and Troy A. Paredes Regarding Study on Investment Advisers and Broker-Dealers (January 21, 2011), http://www.sec.gov/news/speech/2011/spch012211klctap.htm.

[10] See Release No. 34-64545, Implementation of the Whistleblower Provisions of Section 21F of the Securities Exchange Act of 1934 (May 25, 2011), http://www.sec.gov/rules/final/2011/34-64545.pdf.

[11] See In the Matter of Giuseppe Tullio Abatemarco, Release No. 34-64600 (June 3, 2011) (http://www.sec.gov/litigation/admin/2011/34-64600.pdf).

[12]   See In the Matter of Gregory D. Wood, Release No. 34-64873 (July 13, 2011) (http://www.sec.gov/litigation/admin/2011/34-64873.pdf).

[13]   See In the Matter of Hudson Highland Group, Inc., Release No. 34-63688 (Jan. 10, 2011) (http://www.sec.gov/litigation/admin/2011/34-63688.pdf).

[14]   See Release No. 34-63236, Prohibition Against Fraud, Manipulation, and Deception in Connection with Security-Based Swaps (November 3, 2010), http://www.sec.gov/rules/proposed/2010/34-63236.pdf. 

[15]   See Release No. 34-63346, Regulation SBSR—Reporting and Dissemination of Security-Based Swap Information (November 19, 2010), http://www.sec.gov/rules/proposed/2010/34-63346.pdf. 

[16]   See Release No. 34-63347, Security-Based Swap Data Repository Registration, Duties, and Core Principles (November 19, 2010), http://www.sec.gov/rules/proposed/2010/34-63347.pdf.

[17]   See Release No. 63557, Process for Submissions for Review of Security-Based Swaps for Mandatory Clearing and Notice Filing Requirements for Clearing Agencies; Technical Amendments to Rule 19b-4 and Form 19b-4 Applicable to All Self-Regulatory Organizations (December 15, 2010), http://www.sec.gov/rules/proposed/2010/34-63557.pdf.

[18]   See Release No. 34-63556, End-User Exception of Mandatory Clearing of Security-Based Swaps (December 15, 2010), http://www.sec.gov/rules/proposed/2010/34-63556.pdf.

[19]   See Release No. 34-63825, Registration and Regulation of Security-Based Swap Execution Facilities (February 2, 2011), http://www.sec.gov/rules/proposed/2011/34-63825.pdf.

[20]   See Release No. 34-63452, Further Definition of “Swap Dealer,” “Security-Based Swap Dealer,” “Major Swap Participant,””Major Security-Based Swap participant” and “Eligible Contract Participant” (December 7, 2010),  http://www.sec.gov/rules/proposed/2010/34-63452.pdf.

[21]   See Release No. 34-63727, Trade Acknowledgment and Verification on Security-Based Swap Transactions (January 14, 2011), http://www.sec.gov/rules/proposed/2011/34-63727.pdf.

[22]   See Release No. 34-64017, Clearing Agency Standards for Operation and Governance (March 2, 2011), http://www.sec.gov/rules/proposed/2011/34-64017.pdf.

[23]   See Release No. 33-9204, Further Definition of “Swap,” “Security-Based Swap,” and “Security-Based Swap Agreement”; Mixed Swaps; Security-Based Swap Agreement Recordkeeping (April 27, 2011), http://www.sec.gov/rules/proposed/2011/33-9204.pdf.

[24]   See Release No. 34-64766, Business Conduct Standards for Security-Based Swaps Dealer and Major Security-Based Swap Participants (June 29, 2011), http://www.sec.gov/rules/proposed/2011/34-64766.pdf.

[25]   See Release No. 34-63107, 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 (October 14, 2010), http://www.sec.gov/rules/proposed/2010/34-63107.pdf.

[26]   See Release No. 34-63094, Reporting of Security-Based Swap Transaction Data (October 13, 2010), http://www.sec.gov/rules/interim/2011/34-63094.pdf.

[27]   See Release No. 33-9222, Exemptions for Security-Based Swaps Issued by Certain Clearing Agencies (June 9, 2011), http://www.sec.gov/rules/proposed/2011/33-9222.pdf.

[28]   See Release No. 34-64628, Beneficial Ownership Reporting Requirements and Security-Based Swaps (June 8, 2011), http://www.sec.gov/rules/final/2011/34-64628.pdf.

[29]  See Release No. 34-64678, Temporary Exemptions and Other Temporary Relief, Together with Information on Compliance Dates for New Provisions of the Securities Exchange Act of 1934 Applicable to Security-Based Swaps  (June 15, 2011), http://www.sec.gov/rules/exorders/2011/34-64678.pdf.

[30]  See Release No. 34-64795, Order Granting Temporary Exemptions under the Securities Exchange Act of 1934 in Connection with the Pending Revision of the Definition of “Security” to Encompass Security-Based Swaps, and Request for Comment (July 1, 2011), http://sec.gov/rules/exorders/2011/34-64795.pdf; and Release No. 33-9231, Exemptions for Security-Based Swaps (July 1, 2011), http://www.sec.gov/rules/interim/2011/33-9231.pdf.

[31]  See Release No. 34-64796, Order Pursuant to Section 36 of the Securities Exchange Act of 1934 Granting Temporary Exemptions from Clearing Agency Registration Requirements under Section 17A(b) of the Exchange Act for Entities Providing Certain Clearing Services for Security-Based Swaps (July 1, 2011), http://sec.gov/rules/exorders/2011/34-64796.pdf; and Release No. 33-9232 Extension of Temporary Exemptions for Eligible Credit Default Swaps to Facilitate Operation of Central Counterparties to Clear and Settle Credit Default Swaps (July 1, 2011) http://www.sec.gov/rules/interim/2011/33-9232.pdf.

[32]  See Release No. 34-64017, Clearing Agency Standards for Operation and Governance (March 3, 2011), http://www.sec.gov/rules/proposed/2011/34-64017.pdf.