June 13, 2022

Via E-Mail: [email protected]

Ms. Vanessa Countryman
Secretary
U.S. Securities and Exchange Commission
100 F Street NE
Washington, DC 20549

Re: File No. S7-02-22; Amendments to Exchange Act Rule 3b-16 Regarding the Definition of “Exchange”; Regulation ATS for ATSs That Trade U.S. Government Securities, NMS Stocks, and Other Securities; Regulation SCI for ATSs That Trade U.S. Treasury Securities and Agency Securities

Dear Ms. Countryman:

The Securities Industry and Financial Markets Association (“SIFMA”)1 respectfully submits this letter to the U.S. Securities and Exchange Commission (“Commission” or “SEC”) to provide further comments on the above-referenced proposal (“Proposal”)2 in light of the Commission’s decision on May 9, 2022, to reopen the comment period on the Proposal for an additional 30 days.3 As stated in the initial comment letter SIFMA submitted on April 18, 2022 (“Original Letter”), the scope of changes included in the Proposal, particularly when considered in combination with other pending SEC rulemaking, could have significant effects on savers, investors, capital formation, economic growth and job creation. Consequently, SIFMA believes it is essential that the Commission provide sufficient time for meaningful and informed public comment, both for individual proposals and for proposals with interrelated content and consequences. Although SIFMA appreciates the Commission’s decision to reopen the comment period to seek additional public comment on the Proposal, we note that the reopening of a comment period after it has closed is not a substitute for a sufficient initial comment period due to the fact that commenters must assess at the outset what information they will be able to collect and provide in accordance with the initially established timeframe permitted for submitting a response. SIFMA therefore reemphasizes the views expressed by multiple associations in an April 5, 2022 letter to Chair Gensler outlining the critical importance of adequate comment periods to the rulemaking process.

 

1 SIFMA is the leading trade association for broker-dealers, investment banks and asset managers operating
in the U.S. and global capital markets. On behalf of our industry’s one million employees, we advocate on
legislation, regulation and business policy affecting retail and institutional investors, equity and fixed
income markets and related products and services. We serve as an industry coordinating body to promote
fair and orderly markets, informed regulatory compliance, and efficient market operations and resiliency.
We also provide a forum for industry policy and professional development. SIFMA, with offices in New
York and Washington, D.C., is the U.S. regional member of the Global Financial Markets Association
(GFMA). For more information, visit http://www.sifma.org.

2 Securities Exchange Act Release No. 94062 (Jan. 26, 2022), 87 Fed. Reg. 15496 (Mar. 18, 2022)
(hereinafter “Proposing Release”). The Proposal includes reproposals of certain amendments included in
the Commission’s 2020 proposed amendments to Regulation ATS. See Securities Exchange Act Release
No. 90019 (Sept. 28, 2020), 85 Fed. Reg. 87106 (Dec. 31, 2020) (“2020 Proposal”).

3 See Securities Exchange Act Release No. 94868 (May 9, 2022), 87 Fed. Reg. 29059 (May 12, 2022).