Vanessa A. Countryman
Secretary
Securities and Exchange Commission
100 F Street NE
Washington, DC 20549-1090

Re: Notice of Substituted Compliance Application Submitted by the French Autorité des Marchés Financiers and the Autorité de Contrôle Prudential et de Résolution in Connection With Certain Requirements Applicable to Non-U.S. Security-Based Swap Entities Subject to Regulation in the French Republic; Proposed Order (File No. S7-22-20)

Dear Ms. Countryman:

The Securities and Financial Markets Association (“SIFMA”)1 appreciates the opportunity to comment on the above-captioned notice by the Securities and Exchange Commission (“SEC” or “Commission”) regarding the substituted compliance application submitted by the French Autorité des Marchés Financiers (“AMF”) and the Autorité de Contrôle Prudential et de Résolution (“ACPR”) in connection with certain requirements applicable to security-based swap (“SBS”) dealers (“SBSDs”) and major SBS participants (together with SBSDs, “SBS Entities”) subject to regulation in the French Republic, and the proposed order (the “French Order”) providing for the conditional substituted compliance in connection with the application (together, the “Proposal”).2

In many respects, the Proposal reflects a thoughtful, holistic approach to substituted compliance. However, the Proposal still includes certain conditions and limitations that raise significant issues, as discussed below.

I. Scope of Foreign Requirements Identified as Conditions to Substituted Compliance

The application by the AMF and ACPR identified a wide range of European Union (“EU”) and French requirements potentially relevant to the Commission’s substituted compliance analysis, including in some instances requirements that have no analogue among relevant Exchange Act requirements. The French Order generally identifies the full range of these requirements as conditions to substituted compliance. In other words, the French Order would require an SBS Entity relying on substituted compliance to be subject to, and comply with, a broader range of substantive requirements under EU and French laws than would be the case if the SBS Entity simply complied directly with the relevant Exchange Act requirements.

The Commission’s Final Order Granting Conditional Substituted Compliance in Connection With Certain Requirements Applicable to SBS Entities Subject to Regulation in the Federal Republic of Germany (the “German Order” and, together with the French Order, the “Orders”)3 generally takes the same approach.