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[Release No. 34-106062; File Nos. S7-2026-07 and S7-2026-11]

Reopening of Comment Period; Notices of Request for Exemptive Relief,

Pursuant to Section 36(a) of the Securities Exchange Act of 1934, from

Certain Aspects of Rule 17ad-22(e)(18)(iv) of the Securities Exchange Act of

1934 and Requests for Comment

INTRODUCTION

On December 13, 2023, the Securities and Exchange Commission

(“Commission” or “SEC”) adopted,1 among other things, Rule 17ad-22(e)(18)(iv)(A)

(the “Trade Submission Requirement”)2 under the Securities Exchange Act of 1934

(“Exchange Act”). The Trade Submission Requirement requires a covered clearing

agency that provides central counterparty services for transactions in U.S. Treasury

securities (“U.S. Treasury securities CCA”)3 to establish, implement, maintain and

enforce written policies and procedures reasonably designed to require that any direct

participant must submit for clearance and settlement all “eligible secondary market

transactions” to which that direct participant is a counterparty. An “eligible secondary

market transaction” is, in turn, defined as, among other things, a repurchase or reverse

repurchase agreement collateralized by U.S. Treasury securities, in which one of the

counterparties is a direct participant (“repo”).4

On February 27, 2026, the Institute of International Bankers submitted a letter

Standards for Covered Clearing Agencies for U.S. Treasury Securities and Application of the

Broker-Dealer Customer Protection Rule With Respect to U.S. Treasury Securities, Exchange Act

Release No. 99149 (Dec. 13, 2023), 89 FR 2714, 2737 (Jan. 16, 2024).

17 CFR 240.17ad-22(e)(18)(iv)(A).

The U.S. Treasury securities CCAs are the Fixed Income Clearing Corporation, the CME

Securities Clearing Corp., and ICE Clear Credit, LLC.

17 CFR 240.17ad-22(a).

to the Commission requesting exemptive relief from the Trade Submission

Requirement for certain Non-U.S. Transactions, specifically, the transactions of

foreign financial institutions who are direct participants of a U.S. Treasury securities

CCA when transacting with non-U.S. clients. On March 6, 2026, the Commission

published the notice to request and encourage interested persons to comment on

the request for exemptive relief pursuant to section 36 of the Exchange Act,

including whether the Commission should grant the request.5 As part of the IIB

Notice, the Commission included specific questions to which it is soliciting

comments. The initial comment period for the IIB Notice closed on April 10,

2026, and the Commission then reopened the comment period, which then closed

on May 29, 2026.6

On April 10, 2026, the Securities Industry and Financial Markets

Association submitted a letter to the Commission requesting exemptive relief in

two areas related to the Trade Submission Requirement. First, SIFMA requested

exemptive relief to expand the Inter-Affiliate Exclusion to the Trade Submission

Requirement (the “SIFMA First Request”). Specifically, SIFMA requested that

the definition of an “affiliated counterparty” be expanded to include all affiliates,

Notice of Request for Exemptive Relief, Pursuant to Section 36(a) of the Securities Exchange Act

of 1934, From Certain Aspects of Rule 17ad-22(e)(18)(iv) of the Securities Exchange Act of 1934

and Request for Comment, Exchange Act Release No. 104944 (Mar. 6, 2026), 91 FR 12030 (Mar.

11, 2026) (“IIB Notice”).

Reopening of Comment Period; Notice of Request for Exemptive Relief, Pursuant to Section 36(a)

of the Securities Exchange Act of 1934, from Certain Aspects of Rule 17ad-22(e)(18)(iv) of the

Securities Exchange Act of 1934 and Request for Comment, Exchange Act Release No. 105261

(Apr. 17, 2026), 91 FR 21584 (Apr. 22, 2026). Specifically, the Commission sought comment on

“(i) whether the relief requested interacts, if at all, with the relief requested by the Securities

Industry and Financial Markets Association (‘SIFMA’), and (ii) whether there are any competitive

concerns that could arise if the Commission granted the relief requested as noticed, including, but

not limited to, the potential impact on liquidity in the U.S. Treasury market.” Id.

except for investment company entities.7 Second, SIFMA requested that the

outward-facing condition not include repo transactions between non-U.S.

affiliates and non-U.S. counterparties, to the extent that the direct participant does

not exceed a specific activity level threshold for those transactions (the “SIFMA

Second Request”). On April 17, 2026, the Commission published the notice to

request and encourage interested persons to comment on the request for

exemptive relief pursuant to section 36 of the Exchange Act, including whether

the Commission should grant the request. 8 As part of the SIFMA Notice, the

Commission included specific questions to which it solicited comments. The

comment period for the SIFMA Notice closed on May 29, 2026.

Rule 17ad-22(a) defines an affiliated counterparty as any counterparty which meets the following

criteria: (i) The counterparty is either a bank (as defined in 15 U.S.C. 78c(6)), broker (as defined

in 15 U.S.C. 78c(4)), dealer (as defined in 15 U.S.C. 78c(5)), or futures commission merchant (as

defined in 7 U.S.C. 1a(28)), or any entity regulated as a bank, broker, dealer, or futures

commission merchant in its home jurisdiction; (ii) The counterparty holds, directly or indirectly, a

majority ownership interest in the direct participant, or the direct participant, directly or indirectly,

holds a majority ownership interest in the counterparty, or a third party, directly or indirectly,

holds a majority ownership interest in both the direct participant and the counterparty; and (iii)

The counterparty, direct participant, or third party referenced in paragraph (ii) of this definition as

holding the majority ownership interest would be required to report its financial statements on a

consolidated basis under U.S. Generally Accepted Accounting Principles or International

Financial Reporting Standards, and such consolidated financial statements include the financial

results of the majority-owned party or of both majority-owned parties.

Notice of Request for Exemptive Relief, Pursuant to Section 36(a) of the Securities Exchange Act

of 1934, From Certain Aspects of Rule 17ad-22(e)(18)(iv) of the Securities Exchange Act of 1934

and Request for Comment, Exchange Act Release No. 105262 (Apr. 17, 2026), 91 FR 21533 (Apr.

22, 2026) (“SIFMA Notice” and, together with the IIB Notice, “Notices”). The SIFMA Notice

specifically requested comment on how the Notices interact, stating: “[h]ow does the relief

requested interact, if at all, with the relief requested by the Institute for International Bankers

(‘‘IIB’’)? Are there any competitive concerns that could arise if the Commission granted the relief,

as noticed, in these two contexts? If so, should the Commission modify the exemptive relief for

either or both requests? In what ways should either or both requests for exemptive relief be

modified? As an example, to address competitive concerns, should the Commission impose a

percentage threshold relief as a condition to the relief sought by IIB? If so, should that percentage

threshold and the method of calculation be the same or would it need to be different? Also, should

the Commission include a limited clearing requirement, subject to a sufficient timeline for

implementation, for firms who report multiple instances of exceeding that threshold? Please

explain.”

II.

SUMMARY OF CERTAIN COMMENTS RECEIVED AND

REQUESTS FOR COMMENT

The Commission has received certain comments on both Notices that

provide different approaches or modifications to the requested exemptive relief. 9

Some commenters state that a unified or holistic approach to the issues presented

in the IIB Notice and in the SIFMA Second Request may be workable (meaning,

that one exemption generally could address these issues presented in both

Notices). The Commission is considering the issuance of a single exemption and

has identified additional questions for consideration. Providing the public with

additional time to respond to the specific questions below would benefit the

Commission in its consideration of whether to grant the requests for exemptive

relief.

A. Firm-Specific Approach

Certain commenters would support an approach that would exempt a

certain amount of a firm’s Qualifying Non-U.S. Transactions (as defined below)

from the definition of eligible secondary market transaction.

Based on the comments, the Commission understands that for such a

holistic approach, Qualifying Non-U.S. Transactions would refer to uncleared

eligible secondary market repo transactions between:

See, e.g., Letters from Stephanie Webster, General Counsel, Institute of International Bankers,

dated April 10, 2026, May 29, 2026, and August 4, 2026; Letter from Robert Toomey, Head of

Capital Markets, Managing Director/Associate General Counsel, SIFMA, dated July 1, 2026;

Letter from Financial Services Forum, dated April 10, 2026 and May 29, 2026. All comments are

available at https://www.sec.gov/rules-regulations/public-comments/s7-2026-11 and

https://www.sec.gov/rules-regulations/public-comments/s7-2026-07.

1. A Non-U.S. Client, meaning an entity that is not:

a. A direct participant of a covered clearing agency for U.S. Treasury

securities,

b. A U.S. person,10

c. A U.S. branch of a non-U.S. person, or

d. A non-U.S. person whose obligations under the transaction are guaranteed

by a U.S. person; and

2. An entity that is any of the following:

a. A Non-U.S. participant, meaning a direct participant of a U.S. Treasury

securities CCA that is not:

i. A U.S. person,

ii. A U.S. branch of a non-U.S. person;

iii. A non-U.S. person whose obligations under the transaction are

guaranteed by a U.S. person; or

b. Any affiliated counterparty11 of a direct participant of a U.S. Treasury

securities CCA and that is not:

i. A U.S. person,

U.S. person would be defined as in Exchange Act Rule 3a71-3, 17 CFR 240.3a71-3.

As mentioned above, the SIFMA First Request sought relief from the limitation in the

Interaffiliate Exclusion that an affiliated counterparty would be limited to a bank, broker-dealer or

futures commission merchant. See SIFMA Notice, at 7-8. Specifically, commenters have stated

that the definition is too limiting given the different types of corporate entities that may be

affiliates and have instead proposed that the Commission exercise its exemptive authority to treat

all counterparties that meet clauses (ii) and (iii) of the definition of an affiliated counterparty as an

affiliated counterparty, except for an affiliate that is an “investment company” as defined in

section 3 of the Investment Company Act of 1940 (regardless of whether such investment

company is registered or required to be registered under the Investment Company Act of 1940).

ii. A U.S. branch of a non-U.S. person, or

iii. A non-U.S. person whose obligations under the transaction are

guaranteed by a U.S. person, or

c. A foreign branch12 of a direct participant of a U.S. Treasury securities

CCA that is a U.S. person.

Under one commenter’s approach, a firm’s Qualifying Non-U.S. Transactions

would be exempt from the definition of eligible secondary market transaction if the

quotient of the following is less than a specified percentage (“Percentage Cap”):

•

The firm’s Qualifying Non-U.S. Transactions (as defined above); divided

•

The sum of (i) all of the firm’s cleared eligible secondary market

transactions that are repo transactions, and (ii) the firm’s Qualifying NonU.S. Transactions (i.e., the numerator transactions).13

Under another commenter’s approach, a firm’s Qualifying Non-U.S. Transactions

would be exempt from the definition of eligible secondary market transaction if the

volume of a firm’s Qualifying Non-U.S. Transactions is less than the product of (x) the

Percentage Cap, multiplied by (y) the firm’s eligible secondary market transactions that

are repo transactions, cleared or uncleared, excluding transactions entered into between a

direct participant and an affiliated counterparty. 14

The Percentage Cap would be a specific percentage, such as 20%, 15%, or

10%. Commenters have expressed varying degrees of support for such a cap, with

Foreign branch would be defined as in Exchange Act Rule 3a71-3, 17 CFR 240.3a71-3.

See FSF April 10, 2026, Letter at 4-5, supra note 9.

See IIB May 29, 2026 and Aug. 4, 2026 Letters, SIFMA July Letter, supra note 9.

some arguing that no cap is appropriate, others proposing a specific cap, and

others stating that a cap should be decreased over time to allow time for

implementation.15

Commenters also stated that any firm-specific approach should be

calculated on a weighted rolling daily average over the past three fiscal quarters

(“Assessment Period”), with more weight given to recent quarters, while other

commenters have criticized such a calculation as operationally difficult.16

The Commission seeks feedback regarding its understanding of the

comments regarding firm-specific approaches, including:

1. Whether either of the firm-specific approaches described above would address the

issues raised in both the IIB and SIFMA Notices?

2. Whether it would be appropriate to provide any exemptive relief based only on a

firm-specific approach, with no alternative market-wide ratio, as discussed

below?

3. Whether in the first approach described above the denominator for any exemptive

relief should be modified in any other way, such as including transactions that are

exempt and/or excluding interaffiliate transactions (and if so, why)?

4. Whether in the second approach described above, the Percentage Cap should be

multiplied by a different measurement of the firm’s transactions, such as the daily

average notional size of such firm’s U.S. Treasury securities repo activity, cleared

See generally note 9 (citing IIB, FSF and SIFMA letters); see also, e.g., Letter from Curtis Tao,

General Counsel, HSBC Bank USA, National Association, dated May 28, 2026.

SIFMA Notice at 9, see HSBC Letter at 7.

or uncleared, excluding transactions entered into between a direct participant of a

U.S. Treasury securities CCA and an affiliated counterparty?17

5. Whether a firm-specific approach in any exemptive relief should be calculated as

a weighted rolling daily average over the Assessment Period. If so, how should

the weighted rolling daily average be calculated? For example, should the

weighted rolling daily average be calculated by applying a 20% weight to the first

quarter, a 30% weight to the second quarter, and a 50% weight to the third (and

most recent) quarter?18

6. For purposes of a firm-specific approach for any exemptive relief, should the

definition of an affiliated counterparty use the approach suggested by the SIFMA

First Request? In other words, should affiliated counterparty in the firm-specific

approach mean all affiliates that meet clauses (ii) and (iii) of the affiliated

counterparty definition in Rule 17ad-22,19 except for an affiliate that is an

“investment company” as defined in section 3 of the Investment Company Act of

1940 (regardless of whether such investment company is registered or required to

be registered under the Investment Company Act of 1940)?

7. Whether a Percentage Cap that starts at 20% for two years, then 15% for two

years, and then 10% is a workable approach for any exemptive relief, to allow

time for market participants to comply with a firm-specific approach. If not

workable, what would be workable in terms of time periods or percentages?

B. Market-Wide Ratio

IIB August 4, 2026 Letter at 2.

See also IIB August 4, 2026 Letter at 4-5.

See supra note 7.

Commenters also suggested that, in addition to the firm-specific approach

identified above, the Commission should also include as part of any exemptive relief an

alternative market-wide ratio that would help ensure a level playing field between market

participants with a large U.S. domestic Treasury repo business and those whose Treasury

repo business is smaller in volume and focused outside the U.S. Specifically, this

“Market-Wide Ratio” would be a fixed number for the industry (as opposed to being

specific for each firm), and each firm would apply the greater of a firm-specific approach

or the Market-Wide Ratio to its own business. One commenter described the threshold as

the quotient obtained by dividing (i) the product of (A) the Percentage Cap, times (b) a

reasonably accurate estimate of the overall daily average notional size of U.S. Treasury

securities repo activity, divided by (ii) the number of firms having one or more

subsidiaries that participate as direct participants at U.S. Treasury securities CCAs

(without double counting if multiple branches or affiliates of the same company would

participate).20 The commenters stated that, under this approach, the Commission should

calibrate this Percentage Cap periodically.21

The Commission seeks feedback regarding its understanding of the

comments, including:

8. Whether a Market-Wide Ratio is necessary as an alternative to a firm-specific

approach and whether it would be used and by what type of firm.

9. How to determine the Market-Wide Ratio, including what specific data sources

should be used to determine market-wide U.S. Treasury repo activity, and

See IIB May 29, 2026 Letter at 3. See also IIB August 4, 2026 Letter at 3.

IIB May 29, 2026 Letter at 3; see also SIFMA July 1, 2026 Letter at 2-3.

whether dividing such an amount by the number of firms having one or more

subsidiaries that participate as direct participants at U.S. Treasury securities CCAs

is an appropriate method for determining the Market-Wide Ratio.

10. If there is no such specific data source that could be used to determine the

Market-Wide Ratio as described, what alternative approach could be used to

determine a Market-Wide Ratio?

11. If the Market-Wide Ratio should be determined using the same Percentage Cap as

the firm-wide approach described in Part II.B above.

12. How often to calibrate such a Market-Wide Ratio.

13. Whether the Commission should establish a fixed dollar amount using some other

method, and if so, how should it be calculated.

C. Reporting and Compliance

Some commenters proposed including a requirement that a firm that materially

exceeds the cap should report to the Commission, in the event the Commission pursues

issuing one exemption and includes a cap as a condition of such relief. 22

The Commission seeks feedback regarding its understanding of this

comment, including:

14. Given that many firms may not be SEC registrants, whether firms should be

required to report exceedances to a U.S. Treasury securities CCA and/or CCAs, in

the event that a firm is a member of more than one U.S. Treasury securities CCA?

15. In the event a firm exceeds the cap, what should the consequence be? Should a

firm be able to exceed the cap so long as the exceedance stays below a certain

SIFMA April Letter, FSF Letter, supra note 9.

amount (e.g., 20%) or does not extend beyond a certain number of Assessment

Periods? 23 Should there be a cure period, and if so, what should be the length of

that cure period? Should a firm be prohibited from relying on any exemption for

some length of time after exceedances of a certain volume or duration?24

D. Request for Comment

The Commission is reopening the comment period for the IIB and SIFMA

Notices until August 31, 2026.

We request and encourage any interested person to submit comment with

respect to the questions set forth in this notice in Sections II.A, II.B, and II.C above.

Comments may be submitted by any of the following methods:

Electronic Comments:

•

Use the Commission’s internet comment form

(https://www.sec.gov/comments/s7-2026-07/notice-requestexemptive-relief-pursuant-section-36a-securities-exchange-act1934-certain-aspects and https://www.sec.gov/comments/s7-202611/notice-request-exemptive-relief-pursuant-section-36asecurities-exchange-act-1934-certain-aspects); or

•

Send an e-mail to rule-comments@sec.gov. Please include File

Numbers S7-2026-07 and S7-2026-11 on the subject line.

Paper Comments:

See also IIB August 4, 2026 Letter at 1.

•

Send paper comments to Vanessa A. Countryman, Secretary,

Securities and Exchange Commission, 100 F Street, NE, Washington,

DC 20549-1090.

All submissions should refer to File Numbers S7-2026-07 and S7-2026-11.

The file numbers should be included on the subject line if email is used. To help

the Commission process and review your comments more efficiently, please use

only one method. The Commission will post all comments on the Commission’s

internet website (https://www.sec.gov/rules-regulations/public-comments/s7-202607 and https://www.sec.gov/rules-regulations/public-comments/s7-2026-11). Do

not include personal identifiable information in submissions; you should submit only

information that you wish to make available publicly. We may redact in part or

withhold entirely from publications submitted material that is obscene or subject to

For further information, you may contact Elizabeth Fitzgerald, Assistant

Director, at (202) 551-6036, in the Division of Trading and Markets; U.S. Securities

and Exchange Commission, 100 F Street NE, Washington, D.C. 20549.

By the Commission.

Dated: August 7, 2026.

J. Matthew DeLesDernier,

Deputy Secretary.

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.