Brent Fields
Secretary, Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-1090

Re: Business Conduct Standards for Security-Based Swap Dealers and Major Security-Based Swap Participants; File No. S7-25-11; Release No. 34-69491

Dear Mr. Fields:

The Securities Industry and Financial Markets Association (“SIFMA”)1  appreciates this opportunity to supplement its earlier letter to the Securities and Exchange Commission (the “Commission”) dated August 7, 2015 with respect to several aspects of the captioned proposed rulemaking (the “Proposed Rules”). In particular, this letter addresses those requirements in the Proposed Rules that security-based swap (“SBS”) dealers and major SBS participants (together, “SBS Entities”) would typically satisfy by obtaining written representations from their counterparties. Each of those requirements has a parallel requirement in the external business conduct rules adopted by the Commodity Futures Trading Commission (“CFTC”) for swap dealers and major swap participants (together, “Swap Entities”) (the “CFTC EBC Rules”).2

With respect to these requirements, we recommend that the Commission (i) adopt conforming changes to incorporate certain safe harbors contained in the CFTC EBC Rules and (ii) permit SBS Entities, through a negative affirmation process, to rely on existing, swap-related representations as though they were drafted in relation to SBS.

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