The SEC proposed amendments that would codify an existing exemption available to rating agencies with respect to their obligations under Exchange Act Rule 17g-5(a)(3) (conflicts of interest) regarding ratings of structured finance products. The proposed amendments also would clarify conditions applicable to similar exemptions under Exchange Act Rules 17g-7(a) (disclosure requirements) and 15Ga-2 (third-party diligence reports).

The exemptions would be available only if (i) the issuer of the relevant security is not a U.S. person and (ii) the rating agency reasonably believes that all offers and sales of the instrument will occur outside the United States, in each case as such terms are defined in Regulation S under the Securities Act.

Comments must be submitted within 30 days of publication in the Federal Register.

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