[Federal Register Volume 75, Number 99 (Monday, May 24, 2010)]
[Notices]
[Pages 28825-28828]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2010-12373]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-62120; File No. S7-04-09]


Order Granting Temporary Conditional Exemption for Nationally 
Recognized Statistical Rating Organizations From Requirements of Rule 
17g-5 Under the Securities Exchange Act of 1934 and Request for Comment

May 19, 2010.

I. Introduction

    The Securities and Exchange Commission (``Commission'') is 
conditionally exempting, with respect to certain credit ratings and 
until December 2, 2010, nationally recognized statistical rating 
organizations (``NRSROs'') from requirements in Rule 17g-5(a)(3) \1\ 
under the Securities Exchange Act of 1934 (``Exchange Act'') discussed 
below that have a compliance date of June 2, 2010.\2\ Starting on that 
date, Rule 17g-5(a)(3) will apply when an issuer, sponsor, or 
underwriter (each an ``arranger'') hires an NRSRO to determine an 
initial credit rating for a security or money market instrument issued 
by an asset pool or as part of any asset-backed or mortgage-backed 
securities transaction (a ``structured finance product'').\3\ However, 
under this order, an NRSRO is not required to comply with Rule 17g-
5(a)(3) until December 2, 2010 with respect to credit ratings where: 
(1) The issuer of the structured finance product is a non-U.S. person; 
and (2) the NRSRO has a reasonable basis to conclude that the 
structured finance product will be offered and sold upon issuance, and 
that any arranger linked to the structured finance product will effect 
transactions of the structured finance product after issuance, only in 
transactions that occur outside the U.S. The Commission also is 
soliciting comment regarding the application of Rule 17g-5(a)(3) to 
transactions outside of the U.S.
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    \1\ 17 CFR 240.17g-5(a)(3).
    \2\ See Securities Exchange Act Release No. 61050 (Nov. 23, 
2009), 74 FR 63832 (Dec. 4, 2009) (``Adopting Release'').
    \3\ In the Adopting Release, the Commission stated that it 
intended the term ``security or money market instrument issued by an 
asset pool or as part of any asset-backed or mortgage-backed 
securities transaction,'' which mirrors, in part, the text of 
Section 15E(i)(1)(B) of the Exchange Act (15 U.S.C. 78o-7(i)(1)(B)), 
to cover the full range of structured finance products, including, 
but not limited to, securities collateralized by static and actively 
managed pools of loans or receivables (e.g., commercial and 
residential mortgages, corporate loans, auto loans, education loans, 
credit card receivables, and leases), collateralized debt 
obligations, collateralized loan obligations, collateralized 
mortgage obligations, structured investment vehicles, synthetic 
collateralized debt obligations that reference debt securities or 
indexes, and hybrid collateralized debt obligations.
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II. Background

    Rule 17g-5 identifies, in paragraphs (b) and (c) of the rule, a 
series of conflicts of interest arising from the business of 
determining credit ratings.\4\ Paragraph (a) of Rule 17g-5 \5\ 
prohibits an NRSRO from issuing or maintaining a credit rating if it is 
subject to the conflicts of interest identified in paragraph (b) of 
Rule 17g-5 unless the NRSRO has taken the steps prescribed in paragraph 
(a)(1) (i.e., disclosed the type of conflict of interest in Exhibit 6 
to Form NRSRO in accordance with Section 15E(a)(1)(B)(vi) of the 
Exchange Act \6\ and Rule 17g-1) \7\ and paragraph (a)(2) (i.e., 
established and is maintaining and enforcing written policies and 
procedures to address and manage conflicts of interest in accordance 
with Section 15E(h) of the Exchange Act).\8\ Paragraph (c) of Rule 17g-
5 specifically prohibits outright seven types of conflicts of interest. 
Consequently, an NRSRO is prohibited from issuing or maintaining a 
credit rating when subject to these conflict regardless of whether it 
had disclosed them and established procedures reasonably designed to 
address them.
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    \4\ 17 CFR 240.17g-5(b) and (c).
    \5\ 17 CFR 240.17g-5(a).
    \6\ 15 U.S.C. 78o-7(a)(1)(B)(vi).
    \7\ 17 CFR 240.17g-1.
    \8\ 15 U.S.C. 78o-7(h).
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    In December 2009, the Commission adopted subparagraph (a)(3) of 
Rule 17g-5, which added new provisions to Rule 17g-5. These provisions 
require an NRSRO that is hired by an arranger to determine an initial 
credit rating for a structured finance product to take certain steps 
designed to allow an NRSRO that is not hired by the arranger to 
nonetheless determine an initial credit rating--and subsequently 
monitor that credit rating--for the structured finance product.\9\ In 
particular, under Rule 17g-5(a)(3), an NRSRO is prohibited from issuing 
or maintaining a credit rating when it is subject to the conflict of 
interest identified in paragraph (b)(9) of Rule 17g-5 (i.e., being 
hired by an arranger to determine a credit rating for a structured 
finance

[[Page 28826]]

product) \10\ unless it has taken the steps prescribed in paragraphs 
(a)(1) and (2) of Rule 17g-5 (discussed above) and the steps prescribed 
in new paragraph (a)(3) of Rule 17g-5.\11\ Rule 17g-5(a)(3), among 
other things, requires that the NRSRO must:
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    \9\ See 17 CFR 240.17g-5(a)(3); see also Adopting Release at 
63844-45.
    \10\ Paragraph (b)(9) Rule 17g-5 identifies the following 
conflict of interest: Issuing or maintaining a credit rating for a 
security or money market instrument issued by an asset pool or as 
part of any asset-backed or mortgage-backed securities transaction 
that was paid for by the issuer, sponsor, or underwriter of the 
security or money market instrument. 17 CFR 240.17g-5(b)(9).
    \11\ 17 CFR 240.17g-5(a)(3).
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    <bullet> Maintain on a password-protected Internet Web site a list 
of each structured finance product for which it currently is in the 
process of determining an initial credit rating in chronological order 
and identifying the type of structured finance product, the name of the 
issuer, the date the rating process was initiated, and the Internet Web 
site address where the arranger represents the information provided to 
the hired NRSRO can be accessed by other NRSROs;
    <bullet> Provide free and unlimited access to such password-
protected Internet Web site during the applicable calendar year to any 
NRSRO that provides it with a copy of the certification described in 
paragraph (e) of Rule 17g-5 that covers that calendar year; \12\ and
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    \12\ Paragraph (e) of Rule 17g-5 requires that an NRSRO seeking 
to access the hired NRSRO's Internet web site during the applicable 
calendar year must furnish the Commission with the following 
certification:
    The undersigned hereby certifies that it will access the 
Internet Web sites described in 17 CFR 240.17g-5(a)(3) solely for 
the purpose of determining or monitoring credit ratings. Further, 
the undersigned certifies that it will keep the information it 
accesses pursuant to 17 CFR 240.17g-5(a)(3) confidential and treat 
it as material nonpublic information subject to its written policies 
and procedures established, maintained, and enforced pursuant to 
section 15E(g)(1) of the Act (15 U.S.C. 78o-7(g)(1)) and 17 CFR 
240.17g-4. Further, the undersigned certifies that it will determine 
and maintain credit ratings for at least 10% of the issued 
securities and money market instruments for which it accesses 
information pursuant to 17 CFR 240.17g-5(a)(3)(iii), if it accesses 
such information for 10 or more issued securities or money market 
instruments in the calendar year covered by the certification. 
Further, the undersigned certifies one of the following as 
applicable: (1) In the most recent calendar year during which it 
accessed information pursuant to Sec.  17 CFR 240.17g-5(a)(3), the 
undersigned accessed information for [Insert Number] issued 
securities and money market instruments through Internet Web sites 
described in 17 CFR 240.17g-5(a)(3) and determined and maintained 
credit ratings for [Insert Number] of such securities and money 
market instruments; or (2) The undersigned previously has not 
accessed information pursuant to 17 CFR 240.17g-5(a)(3) 10 or more 
times during the most recently ended calendar year.
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    <bullet> Obtain from the arranger a written representation that can 
reasonably be relied upon that the arranger will, among other things, 
disclose on a password-protected Internet Web site the information it 
provides to the hired NRSRO to determine the initial credit rating (and 
monitor that credit rating) and provide access to the web site to an 
NRSRO that provides it with a copy of the certification described in 
paragraph (e) Rule 17g-5.\13\
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    \13\ In particular, under paragraph (a)(3)(iii) of Rule 17g-5, 
the arranger must represent to the hired NRSRO that it will:
    (1) Maintain the information described in paragraphs 
(a)(3)(iii)(C) and (a)(3)(iii)(D) of Rule 17g-5 available at an 
identified password-protected Internet Web site that presents the 
information in a manner indicating which information currently 
should be relied on to determine or monitor the credit rating;
    (2) Provide access to such password-protected Internet Web site 
during the applicable calendar year to any NRSRO that provides it 
with a copy of the certification described in paragraph (e) of Rule 
17g-5 that covers that calendar year, provided that such 
certification indicates that the nationally recognized statistical 
rating organization providing the certification either: (i) 
Determined and maintained credit ratings for at least 10% of the 
issued securities and money market instruments for which it accessed 
information pursuant to paragraph (a)(3)(iii) of Rule 17g-5 in the 
calendar year prior to the year covered by the certification, if it 
accessed such information for 10 or more issued securities or money 
market instruments; or (ii) has not accessed information pursuant to 
paragraph (a)(3) of Rule 17g-5 10 or more times during the most 
recently ended calendar year.
    (3) Post on such password-protected Internet Web site all 
information the arranger provides to the NRSRO, or contracts with a 
third party to provide to the NRSRO, for the purpose of determining 
the initial credit rating for the security or money market 
instrument, including information about the characteristics of the 
assets underlying or referenced by the security or money market 
instrument, and the legal structure of the security or money market 
instrument, at the same time such information is provided to the 
NRSRO; and
    (4) Post on such password-protected Internet Web site all 
information the arranger provides to the NRSRO, or contracts with a 
third party to provide to the NRSRO, for the purpose of undertaking 
credit rating surveillance on the security or money market 
instrument, including information about the characteristics and 
performance of the assets underlying or referenced by the security 
or money market instrument at the same time such information is 
provided to the NRSRO.
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    The Commission stated in the Adopting Release that subparagraph 
Rule 17g-5(a)(3) is designed to address conflicts of interest and 
improve the quality of credit ratings for structured finance products 
by making it possible for more NRSROs to rate structured finance 
products.\14\ For example, the Commission noted that when an NRSRO is 
hired to rate a structured finance product, some of the information it 
relies on to determine the rating is generally not made public.\15\ As 
a result, structured finance products frequently are issued with 
ratings from only the one or two NRSROs that have been hired by the 
arranger, with the attendant conflict of interest that creates.\16\ 
Consequently, the Commission stated that subparagraph Rule 17g-5(a)(3) 
was designed to increase the number of credit ratings extant for a 
given structured finance product and, in particular, to promote the 
issuance of credit ratings by NRSROs that are not hired by the 
arranger.\17\ The Commission's goal in adopting the rule was to provide 
users of credit ratings with more views on the creditworthiness of the 
structured finance product.\18\ In addition, the Commission stated that 
Rule 17g-5(a)(3) was designed to reduce the ability of arrangers to 
obtain better than warranted ratings by exerting influence over NRSROs 
hired to determine credit ratings for structured finance products.\19\ 
Specifically, by opening up the rating process to more NRSROs, the 
Commission intended to make it easier for the hired NRSRO to resist 
such pressure by increasing the likelihood that any steps taken to 
inappropriately favor the arranger could be exposed to the market 
through the credit ratings issued by other NRSROs.\20\
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    \14\ Adopting Release at 63844.
    \15\ Id.
    \16\ Id.
    \17\ Id.
    \18\ Id.
    \19\ Id.
    \20\ Id.
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    Rule 17g-5(a)(3) became effective on February 2, 2010, and the 
compliance date for Rule 17g-5(a)(3) is June 2, 2010.

III. Basis for Relief

    As discussed above, Rule 17g-5(a)(3) requires the hired NRSRO to 
obtain certain representations from an arranger in order to determine 
an initial credit rating for a structured finance product. Staff from 
the U.K. Financial Services Authority (``U.K. FSA''), the Japan 
Financial Services Authority (``Japan FSA''), Ontario Securities 
Commission (``OSC'') and the German Federal Financial Services 
Authority (``BaFin'') (collectively, the ``Foreign Securities 
Regulators''), as well as a number of market participants,\21\ have 
notified the

[[Page 28827]]

Commission staff that arrangers of structured finance products located 
outside the U.S. generally were not aware that they would be required 
to make the representations prescribed in Rule 17g-5 in order to obtain 
credit ratings from NRSROs. These Foreign Securities Regulators and 
market participants have informed the Commission staff that many 
foreign arrangers are not prepared to make and adhere to the prescribed 
representations beginning on June 2, 2010 in terms of establishing the 
requisite Internet Web sites, implementing other systems requirements 
necessary to make the disclosures and analyzing the application of 
local laws to their adherence to the disclosure requirements. 
Consequently, they have expressed concern that local securitization 
markets may be disrupted because the arrangers would not able to make 
and adhere to the representations necessary to obtain credit ratings 
from NRSROs for new issuances of structured finance products. Foreign 
Securities Regulators and European issuers have also expressed concern 
about the potential conflict between the requirements of Rule 17g-
5(a)(3) and European Union (``EU'') data protection and bank secrecy 
law and EU rating regulation, in addition to explaining that additional 
time is needed to identify other potential conflicts with EU and 
national laws.\22\
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    \21\ See letter dated March 30, 2010 from Richard Watson, 
Managing Director and Chief Operating Officer, Association for 
Financial Markets in Europe/European Securitsation Forum (AFME/ESF); 
letter dated April 30, 2010 from Christopher Killian, Vice 
President, Securitization Group of the Securities Industry and 
Financial Markets Association (SIFMA); letter dated April 30, 2010 
from Neal Sullivan, Bingham McCutchen LLP on behalf of Rating and 
Investment Information, Inc.; letter dated May 3, 2010 from Tom 
Deutsch, Executive Director, American Securitization Forum; letter 
dated May 5, 2010 from Richard Watson, Managing Director and Chief 
Operating Officer, AFME/ESF; and letter dated May 12, 2010 from 
Guido Ravoet, European Banking Federation (``EBF Letter''). These 
letters, as well as other comments received by Commission staff in 
connection with subparagraph (a)(3) of Rule 17g-5 are available on 
the Commission's Internet Web site, located at http://www.sec.gov/comments/s7-04-09/s70409.shtml and for Web site viewing and printing 
in the Commission's Public Reference Room in its Washington, DC 
headquarters.
    \22\ See, e.g., EBF Letter.
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    In the Adopting Release, the Commission noted that it was providing 
a delayed compliance date--180 days after publication of certain rule 
amendments, including Rule 17g-5(a)(3), in the Federal Register--to 
allow NRSROs sufficient time to implement the new requirements.\23\ 
Despite this delayed compliance date, overseas arrangers and market 
participants are not ready to comply with Rule 17g-5(a)(3), and Foreign 
Securities Regulators have expressed their respective belief that, 
absent relief, these arrangers and market participants will be unable 
to comply with Rule 17g-5(a)(3) with the result that overseas 
securitization markets may be disrupted. Section 36 of the Exchange Act 
authorizes the Commission to exempt any person, security, or 
transaction, or any class or classes of persons, securities, or 
transactions, from any provision of the Exchange Act or any rule 
thereunder to the extent that such exemption is necessary or 
appropriate in the public interest, and is consistent with the 
protection of investors. Given the risk of serious disruptions to local 
securitization markets that have been described by Foreign Securities 
Regulators, the Commission believes that it is in the public interest, 
and consistent with the protection of investors, to delay the 
application of Rule 17g-5(a)(3) to certain overseas transactions and 
entities. Accordingly, the Commission is conditionally exempting, with 
respect to certain credit ratings and until December 2, 2010, NRSROs 
from requirements in Rule 17g-5(a)(3) \24\ with respect to certain 
overseas transactions that are more fully described below.
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    \23\ See Adopting Release at 63834.
    \24\ 17 CFR 240.17g-5(a)(3).
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IV. Description of the Conditional Temporary Exemption

    The Commission is conditionally exempting NRSROs from Rule 17g-
5(a)(3) until December 2, 2010 with respect to credit ratings where: 
(1) The issuer of the structured finance product is a non-U.S. person; 
and (2) the NRSRO has a reasonable basis to conclude that the 
structured finance product will be offered and sold upon issuance, and 
that any arranger linked to the structured finance product will effect 
transactions in the structured finance product after issuance, only in 
transactions that occur outside the U.S. These conditions are designed 
to confine the exemption's application to credit ratings of structured 
finance products issued in, and linked to, financial markets outside 
the U.S.
    The Commission notes that this exemption only applies to 
subparagraph (a)(3) of Rule 17g-5. It does not cover any other 
requirements in Rule 17g-5. Consequently, if an NRSRO determines a 
credit rating for a structured finance product that is exempt from Rule 
17g-5(a)(3), the NRSRO remains subject to all the other prohibitions in 
Rule 17g-5.

A. The Issuer Must Be a Non-U.S. Person

    The first condition of the exemption is that the issuer of the 
structured finance product must be a non-U.S. person. The Commission 
understands that preparations for compliance with Rule 17g-5(a)(3) are 
lacking with respect to overseas issuers. This condition--that the 
issuer be a non-U.S. person--is designed to provide the necessary 
relief for overseas issuers while circumscribing the relief to the 
scope of the problem that has been described to the Commission staff so 
that Rule 17g-5(a)(3) may go into effect to the extent possible. 
Further, the requirement is designed to suit the nature of the 
structured finance issuers. Many structured finance product issuers are 
bankruptcy remote special purpose vehicles. As such, they are primarily 
legal constructions as compared with operating companies that have 
employees, principal places of business, and physical locations. 
Consequently, rather than impose a condition that the issuer be located 
outside the U.S., the Commission is establishing a condition that the 
issuer be a non-U.S. person. To this end, and for the purposes of this 
order, the Commission intends a ``U.S. person'' to have the same 
definition as under Regulation S under the Securities Act.\25\ 
Consequently, to satisfy this exemption, the NRSRO must be determining 
a credit rating for a structured finance product issued by a person 
that is not a U.S. person.
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    \25\ 17 CFR 230.902(k).
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B. Transactions Must Be Outside the U.S.

    The second condition of the exemption is that the NRSRO has a 
reasonable basis to conclude that the structured finance product will 
be offered and sold upon issuance, and that any arranger linked to the 
structured finance product will effect transactions of the structured 
finance product after issuance, only in transactions that occur outside 
the U.S. The Commission is confining the relief to only those 
transactions that occur outside the U.S. because it understands that it 
is with respect to overseas transactions that compliance preparations 
are lacking. Thus, circumscribing the relief to only those transactions 
that occur outside the U.S. will provide the necessary relief but still 
allow Rule 17g-5(a)(3) to come into effect where there are no such 
problems. An example of a transaction that occurs outside the U.S. 
would be a transaction that complies with the applicable safe harbor 
under Rules 903 and 904 of Regulation S.\26\
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    \26\ 17 CFR. 230.903; 17 CFR 230.904.
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    The question of whether an NRSRO has a ``reasonable basis'' to 
conclude that the structured finance product will be offered and sold 
upon issuance, and than any arranger linked to the structured finance 
product will effect transactions of the structured finance product 
after issuance, in transactions that occur outside the U.S. will depend 
on the facts and circumstances of a given situation. In order to have a 
reasonable basis to make these conclusions, the NRSRO should discuss 
with any arranger linked to the

[[Page 28828]]

structured finance product (i.e., the sponsor, underwriter, and issuer) 
how they intend to market and sell the structured finance product and 
how they intend to engage in any secondary market activities (i.e., re-
sales) of the structured finance product. An NRSRO may choose to obtain 
from the arranger a representation upon which the NRSRO can reasonably 
rely that sales of the structured finance product will meet this 
condition. Factors relevant to the analysis of whether such reliance 
would be reasonable would include, but not be limited to: (1) Ongoing 
or prior failures by the arranger to adhere to its representations; or 
(2) a pattern of conduct by the arranger where it fails to promptly 
correct breaches of its representations.

V. Request for Comment

    The Commission notes that it intends to monitor the use of this 
temporary exemption to evaluate whether it is being used for 
transactions that meet the above-described conditions. If the 
Commission discovers that this temporary exemption is being used 
otherwise, it will consider whether further action is appropriate, 
including whether to revise or revoke the exemption. In this 
connection, the Commission requests comment on the following:
    <bullet> With respect to foreign regulators, regulations, and laws, 
what specific conflicts, if any, will arise from the application of 
Rule 17g-5(a)(3)?
    <bullet> Do any NRSROs, or credit rating agencies considering 
applying for registration as an NRSRO, intend to use information 
required to be provided on password-protected Internet Web sites by 
Rule 17g-5(a)(3) to determine and monitor credit ratings with respect 
to credit ratings that are being exempted from the requirements of Rule 
17g-5(a)(3)? NRSROs or credit rating agencies that intend to use such 
information to determine and monitor credit ratings with respect to 
credit ratings that are being exempted are asked to provide specific 
details on when they expect to be ready to determine and monitor such 
credit ratings.
    <bullet> What are the different types of structured finance and 
similar products used outside the U.S.? What factors should determine 
whether an instrument sold entirely or primarily outside of the U.S. is 
a structured finance product?
    <bullet> What actions are NRSROs taking to prepare to comply with 
Rule 17g-5(a)(3)'s application to credit ratings that are being 
exempted by this order? What specific costs--compliance, operational, 
and any others--will be associated with that compliance, including 
costs to arrangers?
    Comments may be submitted by any of the following methods:

Electronic Comments

    <bullet> Use the Commission's Internet comment form (http://www.sec.gov/rules/exorders.shtml); or
    <bullet> Send an e-mail to <a href="/cdn-cgi/l/email-protection#542621383179373b3939313a2027142731377a333b22"><span class="__cf_email__" data-cfemail="2153544d440c424e4c4c444f5552615244420f464e57">[email protected]</span></a>. Please include 
File Number S7-04-09 on the subject line; or
    <bullet> Use the Federal eRulemaking Portal (http://www.regulations.gov). Follow the instructions for submitting comments.

Paper Comments

    <bullet> Send paper comments in triplicate to Elizabeth M. Murphy, 
Secretary, Securities and Exchange Commission, 100 F St., NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number S7-04-09. This file number 
should be included on the subject line if e-mail is used. To help us 
process and review your comments more efficiently, please use only one 
method. The Commission will post all comments on the Commission's 
Internet Web site (http://www.sec.gov/rules/exorders.shtml). Comments 
are also available for Web site viewing and printing in the 
Commission's Public Reference Room, 100 F St., NE., Washington, DC 
20549 on official business days between the hours of 10 a.m. and 3 p.m. 
All comments received will be posted without change; the Commission 
does not edit personal identifying information from submissions. You 
should submit only information that you wish to make available 
publicly.

VI. Conclusion

    For the foregoing reasons, the Commission believes it would be 
necessary or appropriate in the public interest and consistent with the 
protection of investors to grant a temporary exemption from the 
requirements in Rule 17g-5(a)(3) with respect to certain credit 
ratings.
    Accordingly, it is hereby ordered, pursuant to Section 36 of the 
Exchange Act, that a nationally recognized statistical rating 
organization is exempt until December 2, 2010 from the requirements in 
Rule 17g-5(a)(3) (17 CFR 240.17g-5(a)(3)) for credit ratings where:
    (1) The issuer of the security or money market instrument is not a 
U.S. person (as defined under Securities Act Rule 902(k)); and
    (2) The nationally recognized statistical rating organization has a 
reasonable basis to conclude that the structured finance product will 
be offered and sold upon issuance, and that any arranger linked to the 
structured finance product will effect transactions of the structured 
finance product after issuance, only in transactions that occur outside 
the U.S.

    By the Commission.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2010-12373 Filed 5-21-10; 8:45 am]
BILLING CODE 8011-01-P


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