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

Re: Notice of Application for the Amendment of Substituted Compliance Determination Regarding Security-Based Swap Entities Subject to Regulation in the Federal Republic of Germany; Proposed Amendments to Order (S7-08-21)

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 (a) the application submitted by the Bundesanstalt für Finanzdienstleistungsaufsicht (“BaFin”) requesting that the Commission amend its substituted compliance order (the “German Order”) for German security-based swap (“SBS”) dealers (“SBSDs”) and major SBS participants (together with SBSDs, “SBS Entities”) subject to regulation in the Federal Republic of Germany (such SBS Entities, “Covered Entities”) to extend the German Order to nonbank capital and margin requirements and (b) additional proposed amendments to the German Order (together, the “Proposal”).2
We appreciate the Commission’s proposal to extend the German Order to nonbank capital and margin requirements. We are concerned, however, regarding several of the proposed amendments to the German Order, including in particular the conditions
that the Commission has proposed to apply to substituted compliance. As described below, several of these conditions present material ambiguities that the Commission will need to address before Covered Entities can be in a position to satisfy them.

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, nearly 1 million employees, we advocate for 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).
2 Securities Exchange Act of 1934 (“Exchange Act”) Release No. 34–92647 (Aug. 12, 2021), 86 Fed. Reg. 46500 (Aug. 18, 2021).