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 United Kingdom Financial Conduct Authority in Connection with Certain Requirements Applicable to Security-Based Swap Dealers and Major Security-Based Swap Participants Subject to Regulation in the United Kingdom; Proposed Order (S7-04-21)

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 United Kingdom (“UK”) Financial Conduct Authority (“FCA”) 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 United Kingdom (such SBS Entities, “Covered Entities”), and the proposed order (the “UK Order”) providing for the conditional substituted compliance in connection with the application (together, the “Proposal”).2

With the exception of the proposed conditions to substituted compliance with capital requirements, the Proposal generally reflects a thoughtful, holistic approach to substituted compliance. We appreciate in particular the Commission’s efforts to respond to comments on its previous substituted compliance proposals for France and Germany, including by refining which foreign requirements operate as conditions to substituted compliance and clarifying the ability of an SBS Entity to rely on substituted compliance for some but not all Exchange Act requirements in certain areas. In this letter (including Appendix A, where we provide comments on the UK laws cited as conditions to substituted compliance) we provide further comments regarding these matters, as well as comments requesting technical clarification or modification of other conditions set forth in the Proposal.