(f)(2)(i)(G)(2), (f)(2)(i)(N)(2), (f)(2)(i)(O)(2), and (f)(5)(ii) of
the Amended Order.
---------------------------------------------------------------------------

    Fifth, the proposed Amended Order would allow a Covered Entity to
apply substituted compliance on a transaction-by-transaction basis to
the Commission's recordkeeping requirements that are linked with the
counterparty protection requirements of Exchange Act rule 15Fh-3.\190\
This approach was designed to align with the proposed Amended Order
allowing Covered Entities to apply substituted compliance on a
transaction-by-transaction basis for the Commission's counterparty
protection requirements. This proposed approach was consistent with the
approach taken by the Commission in the French and UK Orders.\191\
---------------------------------------------------------------------------

    \190\ See German Substituted Compliance Notice and Proposed
Amended Order, 86 FR 46514-21, 46530-32.
    \191\ See French Order, 86 FR 41613; UK Order, 86 FR 43324-25.
---------------------------------------------------------------------------

    The Commission did not receive comment on this proposed approach
and the Amended Order permits substituted compliance to be applied in
this manner.\192\
---------------------------------------------------------------------------

    \192\ See paras. (f)(1)(ii)(B) and (f)(2)(ii)(A) of the Amended
Order.
---------------------------------------------------------------------------

    Sixth, the proposed Amended Order included a condition that Covered
Entities must promptly furnish to a representative of the Commission
upon request an English translation of any record, report, or
notification of the Covered Entity that is required to be made,
preserved, filed, or subject to examination pursuant to Exchange Act
section 15F of this Order.\193\ This proposed approach was consistent
with

the approach taken by the Commission in the French and UK Orders.\194\
---------------------------------------------------------------------------

    \193\ See German Substituted Compliance Notice and Proposed
Amended Order, 86 FR 46522, 46533.
    \194\ See French Order, 86 FR 41651; UK Order, 86 FR 43361.
---------------------------------------------------------------------------

    The Commission did not receive comment on this proposed condition
and the Amended Order includes the condition.\195\
---------------------------------------------------------------------------

    \195\ See para. (f)(8) of the Amended Order.
---------------------------------------------------------------------------

2. Exchange Act Rule 18a-5
    The proposed Amended Order conditioned substituted compliance in
connection with the record making requirements of Exchange Act rule
18a-5 applicable to Covered Entities without a prudential regulator on
the firm: (1) Preserving all of the data elements necessary to create
the records required by Exchange Act rules 18a-5(a)(1), (2), (3), (4),
and (7); and (2) upon request furnishing promptly to representatives of
the Commission the records required by those rules (``SEC Format
Condition'').\196\ This proposed condition is modeled on the
alternative compliance mechanism in paragraph (c) of Exchange Act rule
18a-5. In effect, a Covered Entity applying substituted compliance with
respect to these requirements of Exchange Act rule 18a-5 would need to
comply with the comparable EU and German requirements. However, under
the SEC Format Condition, the Covered Entity would need to produce a
record that is formatted in accordance with the requirements of
Exchange Act rule 18a-5 at the request of Commission staff. The
objective would be to require--on a very limited basis--the production
of a record that consolidates the information required by Exchange Act
rules 18a-5(a)(1), (2), (3), (4), and (7) in a single record and, as
applicable, in a blotter or ledger format. This would assist the
Commission staff in reviewing the information on the record.
---------------------------------------------------------------------------

    \196\ See German Substituted Compliance Notice and Proposed
Amended Order, 86 FR 46515, 46531. The German Order included this
condition for a Covered Entity with a prudential regular to apply
substituted compliance for Exchange Act rule 18a-5. See German
Order, 85 FR 85699.
---------------------------------------------------------------------------

    The Commission did not receive any comment on this proposed
condition and the Amended Order includes the condition.\197\ However,
for consistency with the UK Order, the Commission is modifying
paragraph (f)(1)(i)(M)(2) of the Amended Order to clarify that
substituted compliance for the portions of Exchange Act rules 18a-
5(a)(17) and (b)(13) relating to Exchange Act rule 15Fh-3 is
conditioned on the Covered Entity applying substituted compliance for
the relevant paragraphs of Exchange Act rule 15Fh-3, rather than the
entirety of Exchange Act rule 15Fh-3. To promote consistency with the
other EU jurisdictions, the Commission also is modifying the same
condition in paragraph (f)(1)(i)(M)(2) of the French Order.
---------------------------------------------------------------------------

    \197\ See para. (f)(1)(ii)(A) of the Amended Order.
---------------------------------------------------------------------------

3. Exchange Act Rule 18a-6
    The Amended Order did not extend substituted compliance to the
requirements of Exchange Act section 15F(f) to keep books and records
open to inspection by any representative of the Commission and the
requirement of Exchange Act rule 18a-6(g) to furnish promptly to a
representative of the Commission legible, true, complete, and current
copies of those records of the Covered Entity without a prudential
regulator that are required to be preserved under Exchange Act rule
18a-6, or any other records of the Covered Entity that are subject to
examination or required to be made or maintained pursuant to Exchange
Act section 15F that are requested by a representative of the
Commission.\198\
---------------------------------------------------------------------------

    \198\ See German Substituted Compliance Notice and Proposed
Amended Order, 86 FR 46517, 46533. The German Order did not extend
substituted compliance to these requirements as applicable to a
Covered Entity with a prudential regular. See German Order, 85 FR
85700.
---------------------------------------------------------------------------

    The Commission did not receive any comments on this proposed
limitation and the Amended Order includes the limitation, which now
applies to Covered Entities with and without a prudential
regulator.\199\ In addition, for consistency with the UK Order, the
Commission is modifying paragraph (f)(2)(i)(K)(2) of the Amended Order
to clarify that substituted compliance for the portions of Exchange Act
rules 18a-6(a)(17) and (b)(13) relating to Exchange Act rule 15Fh-3 is
conditioned on the Covered Entity applying substituted compliance for
the relevant paragraphs of Exchange Act rule 15Fh-3, rather than the
entirety of Exchange Act rule 15Fh-3. To promote consistency with the
other EU jurisdictions, the Commission also is modifying the same
condition in paragraph (f)(2)(i)(K)(2) of the French Order.
---------------------------------------------------------------------------

    \199\ See para. (f)(7) of the Amended Order.
---------------------------------------------------------------------------

4. Exchange Act Rule 18a-7
    Paragraph (a)(2) of Exchange Act rule 18a-7 requires SBS Entities
with a prudential regulator to file the FOCUS Report Part IIC on a
quarterly basis. The German Order provided substituted compliance for
this requirement subject to the condition that the Covered Entity file
with the Commission periodic unaudited financial and operational
information in the manner and format specified by the Commission by
order or rule (``Manner and Format Condition'') and present the
financial information in accordance with GAAP that the firm uses to
prepare general purpose publicly available or available to be issued
financial statements in Germany (``German GAAP Condition'').\200\ The
Amended Order continues to provide Covered Entities with a prudential
regulator substituted compliance for paragraph (a)(2) of Exchange Act
rule 18a-7, subject to the Manner and Format and German GAAP
Conditions.\201\
---------------------------------------------------------------------------

    \200\ See German Order, 85 FR 85700. See also Exchange Act
Release No. 93335 (Oct. 14, 2021) (order specifying the manner and
format of filing unaudited financial and operational information by
Covered Entities relying on substituted compliance determinations
with respect to Exchange Act rule 18a-7).
    \201\ See para. (f)(3)(i) of the Amended Order.
---------------------------------------------------------------------------

    Paragraph (a)(1) of Exchange Act rule 18a-7 requires SBS Entities
without a prudential regulator to file the FOCUS Report Part II on a
monthly basis. The proposed Amended Order would provide Covered
Entities without a prudential regulator substituted compliance for
paragraph (a)(1) of Exchange Act rule 18a-7 subject to the Manner and
Format and German GAAP conditions.\202\ However, there were two
additional conditions. First, the Covered Entity would need to apply
substituted compliance for Exchange Act Rule 18a-1 (i.e., substituted
compliance would be subject to the Rule 18a-1 Condition). Second, the
Covered Entity would need to apply substituted compliance with respect
to Exchange Act rule 18a-6(b)(1)(viii) (a record preservation
requirement). This record preservation requirement is directly linked
to the financial and operational reporting requirements of Exchange Act
rule 18a-7(a)(1).
---------------------------------------------------------------------------

    \202\ See German Substituted Compliance Notice and Proposed
Amended Order, 86 FR 46518, 46532.
---------------------------------------------------------------------------

    The Commission did not receive comment on these proposed conditions
and the Amended Order includes the conditions.\203\
---------------------------------------------------------------------------

    \203\ See para. (f)(3)(i) of the Amended Order.
---------------------------------------------------------------------------

    Paragraphs (c), (d), (e), (f), (g), and (h) of Exchange Act rule
18a-7 set forth requirements for SBS Entities that are not prudentially
regulated to annually file financial statements and certain reports, as
well as reports covering those statements and reports prepared by an
independent public accountant.\204\ The Commission proposed amending
the German Order to make substituted compliance available with respect
to these requirements, subject to six

additional conditions.\205\ The first condition would be that the
Covered Entity simultaneously sends a copy of the financial statements
the Covered Entity is required to file with EU or German authorities,
including a report of an independent public accountant covering the
financial statements, to the Commission in the manner specified on the
Commission's website (``SEC Filing Condition''). Because EU and German
laws would not otherwise require the financial statements and report of
the independent public accountant covering the financial statements to
be filed with the Commission, the purpose of this condition would be to
provide the Commission with the financial statements and report to more
effectively supervise and monitor Covered Entities.
---------------------------------------------------------------------------

    \204\ See 17 CFR 240.18a-7(c) through (h).
    \205\ See German Substituted Compliance Notice and Proposed
Amended Order, 86 FR 46519-20, 46532-33.
---------------------------------------------------------------------------

    The second condition would be that the Covered Entity include with
the transmission of the annual financial statements and report the
contact information of an individual who can provide further
information about the financial statements and reports (``Contact
Information Condition''). This would assist the Commission staff in
promptly contacting an individual at the Covered Entity who can respond
to questions that information on the financial statements or report may
raise about the Covered Entity's financial or operational condition.
    The third condition would be that the Covered Entity includes with
the transmission the report of an independent public accountant
required by Exchange Act rule 18a-7(c)(1)(i)(C) covering the annual
financial statements if EU and German laws do not require the Covered
Entity to engage an independent public accountant to prepare a report
covering the annual financial statements (``Accountant's Report
Condition''). The third condition further would provide that the report
of the independent public accountant may be prepared in accordance with
generally accepted auditing standards (``GAAS'') in Germany that are
used to perform audit and attestation services and the accountant
complies with German independence requirements. According to the BaFin
Application, German laws only require certain investment firms
(depending on their size) to have their financial statements audited,
so this condition would be designed to ensure that all SBS Entities
subject to the requirement in rule 18a-7 to file audited annual reports
are required to have their financial statements audited.
    The fourth condition would be that a Covered Entity that is a
security-based swap dealer would need to file the reports required by
Exchange Act rule 18a-7(c)(1)(i)(B) and (C) addressing the statements
identified in Exchange Act rule 18a-7(c)(3) or (c)(4), as applicable,
that relate to Exchange Act rule 18a-4 (``Rule 18a-4 Limited
Exclusion'').\206\ These reports are designed to provide the Commission
with information about an SBS Entity's compliance with Rule 18a-4.
Substituted compliance is not available for Exchange Act rule 18a-4
and, therefore, this condition is designed to provide the Commission
with similar compliance information. Under this condition, Covered
Entities would need to file a limited compliance report that includes
the statements relating to Rule 18a-4 \207\ or an exemption report if
the Covered Entity claims an exemption from Rule 18a-4. The Covered
Entity also would need to file the report of an independent public
accountant covering the limited compliance report or exemption report.
The fourth condition further would provide that the report of the
independent public accountant may be prepared in accordance with GAAS
in Germany that are used to perform audit and attestation services and
the accountant complies with German independence requirements.
---------------------------------------------------------------------------

    \206\ This was viewed as a limited exclusion from the
availability of substituted compliance for these requirements
because the proposed Amended Order would permit these reports
relating Exchange Act rule 18a-4 to be included with the German
regulatory reports the Covered Entities would file with the
Commission and because the reports could be prepared in accordance
with German GAAS (as discussed below).
    \207\ The limited compliance report would not need to address
Exchange Act rule 18a-9 if the Covered Entity is applying
substituted compliance to this requirement. Further, as discussed
above, substituted compliance with paras. (c) through (h) of
Exchange Act rule 18a-7 is conditioned on the Covered Entity
applying substituted compliance to Exchange Act rule 18a-1.
Therefore, the Covered Entity would not need to address that rule in
the compliance report. Finally, the Covered Entity would not need to
address an account statement rule of a self-regulatory organization.
---------------------------------------------------------------------------

    The fifth condition would be that a Covered Entity that is a major
security-based swap participant would need to file the supporting
schedules required by Exchange Act rule 18a-7(c)(1)(i)(A) and (C)
addressing the statements identified in Exchange Act rules 18a-
7(c)(2)(ii) and (iii) that relate to Exchange Act rule 18a-2 for which
the proposed Amended Order would not provide substituted compliance.
These supporting schedules are the Computation of Tangible Net Worth.
    The sixth condition would be that a Covered Entity that is a
security-based swap dealer would need to file the supporting schedules
required by Exchange Act rule 18a-7(c)(1)(i)(A) and (C) addressing the
statements identified in Exchange Act rules 18a-7(c)(2)(ii) and (iii)
that relate to Exchange Act rule 18a-4 and 18a-4a if the Covered Entity
is not exempt from Exchange Act rule 18a-4 (i.e., the Rule 18a-4
Limited Exclusion). These supporting schedules are the Computation for
Determination of Security-Based Swap Customer Reserve Requirements and
the Information Relating to the Possession or Control Requirements for
Security-Based Swap Customers, which are designed to provide the
Commission with information about an SBS Entity's compliance with Rule
18a-4. Substituted compliance for Exchange Act rule 18a-4 is not
available.
    The Commission did not receive any comment on these proposed
conditions and the Amended Order includes the conditions.\208\
---------------------------------------------------------------------------

    \208\ See para. (f)(3)(iv)(B) of the Amended Order.
---------------------------------------------------------------------------

5. Exchange Act Rule 18a-8
    Exchange Act rule 18a-8 requires SBS Entities to send notifications
to the Commission if certain adverse events occur.\209\ The German
Order provided substituted compliance for the requirements of Exchange
Act rule 18a-8 applicable to SBS Entities with a prudential regulator
(subject to conditions and limitations).\210\ In particular, the
requirements of: (1) Paragraph (c) of Exchange Act rule 18a-8 that an
SBS Entity that is a security-based swap dealer and that files a notice
of adjustment to its reported capital category with a U.S. prudential
regulator must transmit a copy of the notice to the Commission; (2)
paragraph (d) of the rule that an SBS Entity provide notification to
the Commission if it fails to make and keep current books and records
under Exchange Act rule 18a-5 and to transmit a subsequent report on
steps being taken to correct the situation; (3) and paragraph (h) of
the rule setting forth how to make the notifications required by
Exchange Act 18a-8.
---------------------------------------------------------------------------

    \209\ See 17 CFR 240.18a-8.
    \210\ See German Order, 85 FR 85700.
---------------------------------------------------------------------------

    Under the German Order, substituted compliance in connection with
the notification requirements of Exchange Act rule 18a-8 were subject
to the conditions that the Covered Entity: (1) Simultaneously sends a
copy of any notice required to be sent by EU or German notification
laws to the Commission in the manner specified on

the Commission's website (i.e., the ``SEC Filing Condition''); and (2)
includes with the transmission the contact information of an individual
who can provide further information about the matter that is the
subject of the notice (i.e., the ``Contact Information
Condition'').\211\ The purpose of these conditions was to alert the
Commission to financial or operational problems that could adversely
affect the firm--the objective of Exchange Act rule 18a-8. In addition,
the German Order did not provide substituted compliance for paragraph
(g) of Exchange Act rule 18a-8 requiring an SBS Entity that is a
security-based swap dealer provide to notification if it fails to make
a required deposit into its special reserve account for the exclusive
benefit of security-based swap customers under Exchange Act rule 18a-
4.\212\ Substituted compliance is not available for Exchange Act rule
18a-4. The proposed Amended Order would continue to provide Covered
Entities with a prudential regulator substituted compliance for the
notification requirements of Exchange Act rule 18a-8 discussed above
subject to the conditions and limitations.\213\
---------------------------------------------------------------------------

    \211\ See German Order, 85 FR 85700.
    \212\ See German Order, 85 FR 85700.
    \213\ See German Substituted Compliance Notice and Proposed
Amended Order, 86 FR 46520.
---------------------------------------------------------------------------

    The proposed Amended Order would provide Covered Entities without a
prudential regulator substituted compliance for paragraph (d) of
Exchange Act rule 18a-8, subject to the SEC Filing and Contact
Information Conditions.\214\ Exchange Act rule 18a-8 has notification
requirements that apply exclusively to Covered Entities without a
prudential regulator. In particular, paragraphs (a)(1)(i), (a)(1)(ii),
(b)(1), (b)(2), and (b)(4) of Exchange Act rule 18a-8 require an SBS
Entity that is a security-based swap dealer and that does not have a
prudential regulator to provide notifications related to the capital
requirements of Exchange Act rule 18a-1. Paragraph (e) of Exchange Act
rule 18a-8, in pertinent part, requires an SBS Entity that is a
security-based swap dealer and that does not have a prudential
regulator to provide notification if it has a material weakness under
Exchange Act rule 18a-7 and to transmit a subsequent report on the
steps being taken to correct the situation. The Commission conditioned
substituted compliance for these notification requirements on the SEC
Filing and Contact Information Conditions.\215\
---------------------------------------------------------------------------

    \214\ See German Substituted Compliance Notice and Proposed
Amended Order, 86 FR 46520.
    \215\ See German Substituted Compliance Notice and Proposed
Amended Order, 86 FR 46520-21.
---------------------------------------------------------------------------

    The Commission did not receive any comment on these proposed
conditions and the Amended Order includes the conditions.\216\
---------------------------------------------------------------------------

    \216\ See para. (f)(4)(ii)(A) of the Amended Order.
---------------------------------------------------------------------------

IX. Additional Considerations Regarding Supervisory and Enforcement
Effectiveness Related to Capital and Margin

A. Proposed Approach

    Exchange Act rule 3a71-6(a)(2)(i) provides that the Commission's
assessments regarding the comparability of foreign requirements in part
should take into account ``the effectiveness of the supervisory program
administered, and the enforcement authority exercised'' by the foreign
financial regulatory authority. This provision is intended to help
ensure that substituted compliance is not predicated on rules that
appear high-quality on paper if market participants in practice are
allowed to fall short of their obligations, while also recognizing that
differences among supervisory and enforcement regimes should not be
assumed to reflect flaws in one regime or another.\217\ In the German
Order, the Commission concluded that the ``relevant supervisory and
enforcement considerations in German are consistent with substituted
compliance.'' \218\ BaFin's Amended Application provided the Commission
with additional information on the supervision and enforcement
framework for compliance with capital and margin applicable to
significant credit institutions.
---------------------------------------------------------------------------

    \217\ See German Substituted Compliance Notice and Proposed
Amended Order, 86 FR 46522-23.
    \218\ See German Order, 85 FR 84697.
---------------------------------------------------------------------------

    In proposing to grant substituted compliance in connection with
BaFin's Amended Application, the Commission preliminarily concluded
that the relevant supervisory and enforcement considerations were
consistent with substituted compliance. That preliminary conclusion
took into account information regarding BaFin's and the ECB's roles and
practices in supervising investment firms and credit institutions
located in Germany, as well as their enforcement-related authority and
practices.\219\
---------------------------------------------------------------------------

    \219\ German Substituted Compliance Notice and Proposed Amended
Order, 86 FR 46522-23.
---------------------------------------------------------------------------

B. Commenter Views and Final Provisions

    Commenters did not address the Commission's preliminary conclusions
regarding supervisory and enforcement considerations, and the
Commission continues to conclude that the relevant supervisory and
enforcement considerations in Germany are consistent with substituted
compliance.

X. Conclusion

    It is hereby determined and ordered, pursuant to rule 3a71-6 under
the Exchange Act, that the Commission's Order dated December 22, 2020,
granting conditional substituted compliance in connection with certain
requirements applicable to non-U.S. security-based swap dealers and
major security-based swap participants subject to regulation in the
Federal Republic of Germany is amended and restated to provide that a
Covered Entity (as defined in paragraph (g)(1) of this Order) may
satisfy the requirements under the Exchange Act that are addressed in
paragraphs (b) through (f) of this Order so long as the Covered Entity
is subject to and complies with relevant requirements of the Federal
Republic of Germany and the European Union and with the conditions of
this Order, as amended or superseded from time to time.
    (a) General conditions.
    This Order is subject to the following general conditions, in
addition to the conditions specified in paragraphs (b) through (f):
    (1) Activities as MiFID ``investment services or activities.'' For
each condition in paragraphs (b) through (f) of this Order that
requires the application of, and the Covered Entity's compliance with,
provisions of MiFID, provisions of WpHG that implement MiFID, and/or
other EU and German requirements adopted pursuant to those provisions,
the Covered Entity's relevant security-based swap activities constitute
``investment services'' or ``investment activities,'' as defined in
MiFID article 4(1)(2) and in WpHG section 2(8), and fall within the
scope of the Covered Entity's authorization from BaFin to provide
investment services and/or perform investment activities in the Federal
Republic of Germany.
    (2) Counterparties as MiFID ``clients.'' For each condition in
paragraphs (b) through (f) of this Order that requires the application
of, and the Covered Entity's compliance with, provisions of MiFID,
provisions of WpHG that implement MiFID and/or other EU and German
requirements adopted pursuant to those provisions, the relevant
counterparty (or potential counterparty) to the Covered Entity is a
``client'' (or potential ``client''), as defined in MiFID article
4(1)(9) and in WpHG section 67(1).

    (3) Security-based swaps as MiFID ``financial instruments.'' For
each condition in paragraphs (b) through (f) of this Order that
requires the application of, and the Covered Entity's compliance with,
provisions of MiFID, provisions of WpHG that implement MiFID and/or
other EU and German requirements adopted pursuant to those provisions,
the relevant security-based swap is a ``financial instrument,'' as
defined in MiFID article 4(1)(15) and in WpHG section 2(4).
    (4) Covered Entity as CRD/CRR ``institution.'' For each condition
in paragraphs (b) through (f) of this Order that requires the
application of, and the Covered Entity's compliance with, the
provisions of CRD, provisions of KWG that implement CRD, CRR and/or
other EU and German requirements adopted pursuant to those provisions,
the Covered Entity is an ``institution,'' as defined in CRD article
3(1)(3), in CRR article 4(1)(3) and in KWG section 1(1b).
    (5) Counterparties as EMIR ``counterparties.'' For each condition
in paragraphs (b) through (f) of this Order that requires the
application of, and the Covered Entity's compliance with, provisions of
EMIR, EMIR RTS, EMIR Margin RTS and/or other EU requirements adopted
pursuant to those provisions, if the relevant provision applies only to
the Covered Entity's activities with specified types of counterparties,
and if the counterparty to the Covered Entity is not any of the
specified types of counterparty, the Covered Entity complies with the
applicable condition of this Order:
    (i) As if the counterparty were the specified type of counterparty;
in this regard, if the Covered Entity reasonably determines that the
counterparty would be a financial counterparty if it were established
in the EU and authorized by an appropriate EU authority, it must treat
the counterparty as if the counterparty were a financial counterparty;
    (ii) Without regard to the application of EMIR article 13; and
    (iii) Only to the extent that an Exchange Act section or rule cited
in paragraphs (b) through (f) of this Order applies to the security-
based swap activities with that counterparty.
    (6) Security-based swap status under EMIR. For each condition in
paragraphs (b) through (f) of this Order that requires the application
of, and the Covered Entity's compliance with, provisions of EMIR, EMIR
RTS, EMIR Margin RTS, and/or other EU requirements adopted pursuant to
those provisions, if the relevant provision applies to the Covered
Entity's OTC derivatives or OTC derivative contracts that have not been
cleared by a central counterparty, then either:
    (i) The relevant security-based swap is an ``OTC derivative'' or
``OTC derivative contract,'' as defined in EMIR article 2(7), that has
not been cleared by a central counterparty and otherwise is subject to
the provisions of EMIR article 11, EMIR RTS articles 11-15, and EMIR
Margin RTS article 2; or
    (ii) The relevant security-based swap has been cleared by a central
counterparty that is authorized or recognized to clear derivatives
contracts by a relevant authority in the EU.
    (7) Memorandum of Understanding with BaFin. The Commission and
BaFin have a supervisory and enforcement memorandum of understanding
and/or other arrangement addressing cooperation with respect to this
Order at the time the Covered Entity complies with the relevant
requirements under the Exchange Act via compliance with one or more
provisions of this Order.
    (8) Memorandum of Understanding Regarding ECB-Owned Information.
The Commission and the ECB have a supervisory and enforcement
memorandum of understanding and/or other arrangement addressing
cooperation with respect to this Order as it pertains to information
owned by the ECB at the time the Covered Entity complies with the
relevant requirements under the Exchange Act via compliance with one or
more provisions of this Order.
    (9) Notice to Commission. A Covered Entity relying on this Order
must provide notice of its intent to rely on this Order by notifying
the Commission in writing. Such notice must be sent to the Commission
in the manner specified on the Commission's website. The notice must
include the contact information of an individual who can provide
further information about the matter that is the subject of the notice.
The notice must also identify each specific substituted compliance
determination within paragraphs (b) through (f) of the Order for which
the Covered Entity intends to apply substituted compliance. A Covered
Entity must promptly provide an amended notice if it modifies its
reliance on the substituted compliance determinations in this Order.
    (10) European Union Cross-Border Matters.
    (i) If, in relation to a particular service provided by a Covered
Entity, responsibility for ensuring compliance with any provision of
MiFID or MiFIR or any other EU or German requirement adopted pursuant
to MiFID or MiFIR listed in paragraphs (b) through (f) of this Order is
allocated to an authority of the Member State of the European Union in
whose territory a Covered Entity provides the service, BaFin must be
the authority responsible for supervision and enforcement of that
provision or requirement in relation to the particular service.
    (ii) If responsibility for ensuring compliance with any provision
of MAR or any other EU requirement adopted pursuant to MAR listed in
paragraphs (b) through (f) of this Order is allocated to one or more
authorities of a Member State of the European Union, one of such
authorities must be BaFin.
    (11) Notification Requirements Related to Changes in Capital. A
Covered Entity that is prudentially regulated relying on this Order
must apply substituted compliance with respect to the requirements of
Exchange Act rule 18a-8(c) and the requirements of Exchange Act rule
18a-8(h) as applied to Exchange Act rule 18a-8(c).
    (b) Substituted compliance in connection with risk control
requirements.
    This Order extends to the following provisions related to risk
control:
    (1) Internal risk management. The requirements of Exchange Act
section 15F(j)(2) and related aspects of Exchange Act rule 15Fh-
3(h)(2)(iii)(I), provided that the Covered Entity is subject to and
complies with the requirements of: MiFID articles 16 and 23; WpHG
sections 63, 80, 83 and 84; MiFID Org Reg articles 21-37, 72-76 and
Annex IV; CRD articles 74, 76 and 79-87, 88(1), 91(1)-(2), 91(7)-(9)
and 92, 94 and 95; and KWG sections 25a, 25b, 25c (other than 25c(2)),
25d (other than 25d(3) and 25d(11)), 25e and 25f; CRR articles 286-88
and 293; and EMIR Margin RTS article 2.
    (2) Trade acknowledgement and verification. The requirements of
Exchange Act rule 15Fi-2, provided that the Covered Entity is subject
to and complies with the requirements of EMIR article 11(1)(a) and EMIR
RTS article 12.
    (3) Portfolio reconciliation and dispute reporting. The
requirements of Exchange Act rule 15Fi-3, provided that:
    (i) The Covered Entity is subject to and complies with the
requirements of EMIR article 11(1)(b) and EMIR RTS articles 13 and 15;
and
    (ii) The Covered Entity provides the Commission with reports
regarding disputes between counterparties on the same basis as it
provides those reports to competent authorities pursuant to EMIR RTS
article 15(2).
    (4) Portfolio compression. The requirements of Exchange Act rule
15Fi-4, provided that the Covered Entity is subject to and complies
with

the requirements of EMIR RTS article 14.
    (5) Trading relationship documentation. The requirements of
Exchange Act rule 15Fi-5, other than paragraph (b)(5) to that rule when
the counterparty is a U.S. person, provided that the Covered Entity is
subject to and complies with the requirements of EMIR article 11(1)(a),
EMIR RTS article 12, and EMIR Margin RTS article 2.
    (c) Substituted compliance in connection with capital and margin.
    (1) Capital. The requirements of Exchange Act section 15F(e) and
Exchange Act rules 18a-1, and 18a-1a through d, provided that:
    (i) The Covered Entity is subject to and complies with: CRR, Part
One (General Provisions) Article 6(1), Part Two (Own Funds), Part Three
(Capital Requirements), Part Four (Large Exposures), Part Five
(Exposures to Transferred Credit Risk), Part Six (Liquidity), and Part
Seven (Leverage); MiFID Org Reg article 23; BRRD, articles 45(6) and
81(1); CRD, articles 73, 79, 86, 129, 129(1), 130, 130(1), 130(5), 131,
133, 133(1), 133(4), 141, 142(1) and (2); EMIR Margin RTS, articles 2,
3(b), 7, and 19(1)(d) and (e), (3) and (8); KWG, sections 10b-10h,
10i(2)-(9), 25a(1) sentence 3 no. 2 and no. 3 b), 33(1) sentence 1c);
SAG, section 49(2), 49d, 62(1), 138(1); and SolvV, section 37;
    (ii) The Covered Entity applies substituted compliance for the
requirements of Exchange Act rules 18a-5(a)(9), 18a-6(b)(1)(x), and
18a-8(a)(1)(i), (a)(1)(ii), (b)(1), (b)(2), and (b)(4) pursuant to this
Order;
    (iii)(A) The Covered Entity:
    (1) Maintains liquid assets as defined in paragraph (c)(1)(iii)(B)
that have an aggregate market value that exceeds the amount of the
Covered Entity's adjusted liabilities as defined in paragraph
(c)(1)(iii)(C) by at least $100 million before applying the deduction
specified in paragraph (c)(1)(iii)(D) and by at least $20 million after
applying the deduction specified in paragraph (c)(1)(iii)(D);
    (2) Makes and preserves for three years a quarterly record that:
    (a) Identifies and values the liquid assets maintained pursuant to
paragraph (c)(1)(iii)(A)(1);
    (b) Compares the amount of the aggregate value the liquid assets
maintained pursuant to paragraph (c)(1)(iii)(A)(1) to the amount of the
Covered Entity's total liabilities and shows the amount of the
difference between the two amounts (``the excess liquid assets
amount''); and
    (c) Shows the amount of the deduction specified in paragraph
(c)(1)(iii)(D) and the amount that deduction reduces the excess liquid
assets amount;
    (3) The Covered Entity notifies the Commission in writing within 24
hours in the manner specified on the Commission's website if the
Covered Entity fails to meet the requirements of paragraph
(c)(iii)(A)(1) and includes in the notice the contact information of an
individual who can provide further information about the failure to
meet the requirements; and
    (4) Includes its most recent statement of financial condition filed
with its local supervisor (whether audited or unaudited) with its
initial written notice to the Commission of its intent to rely on
substituted compliance under condition (a)(9) above.
    (B) For the purposes of paragraph (c)(1)(iii)(A)(1), liquid assets
are:
    (1) Cash and cash equivalents;
    (2) Collateralized agreements;
    (3) Customer and other trading related receivables;
    (4) Trading and financial assets; and
    (5) Initial margin posted by the Covered Entity to a counterparty
or a third-party custodian, provided:
    (a) The initial margin requirement is funded by a fully executed
written loan agreement with an affiliate of the Covered Entity;
    (b) The loan agreement provides that the lender waives re-payment
of the loan until the initial margin is returned to the Covered Entity;
and
    (c) The liability of the Covered Entity to the lender can be fully
satisfied by delivering the collateral serving as initial margin to the
lender.
    (C) For the purposes of paragraph (c)(1)(iii)(A)(1), adjusted
liabilities are the Covered Entity's total liabilities, excluding
subordinated debt issued by the Covered Entity that qualifies as Tier 2
capital pursuant to the capital requirements identified in paragraph
(c)(1)(i).
    (D) The deduction required by paragraph (c)(1)(iii)(A) is the
amount of the Covered Entity's risk-weighted assets, excluding risk-
weighted assets that are included in CRR Part Three, Title III (Own
Funds Requirements for Operational Risk) and risk-weighted assets that
are not treated as liquid assets for the purposes of paragraph
(c)(1)(iii)(A)(1), calculated for the purposes of the capital
requirements identified in paragraph (c)(1)(i) divided by 12.5.
    (2) Margin. The requirements of Exchange Act section 15F(e) and
Exchange Act rule 18a-3, provided that:
    (i) The Covered Entity is subject to and complies with the
requirements of: EMIR article 11; EMIR Margin RTS; CRR articles 103,
105(3); 105(10); 111(2), 224, 285, 286, 286(7), 290, 295, 296(2)(b),
297(1), 297(3), and 298(1); MiFID Org Reg article 23(1); CRD articles
74 and 79(b); and KWG section 25a(1);
    (ii) The Covered Entity collects variation margin, as defined in
EMIR Margin RTS, from a counterparty with respect to transactions in
non-cleared security-based swaps, unless the counterparty would qualify
for an exception from the collateral collection requirements under
paragraph (c)(1)(iii) or (c)(2)(iii) of Exchange Act 18a-3;
    (iii) The Covered Entity collects initial margin, as defined in the
EMIR Margin RTS, from a counterparty with respect to transactions in
non-cleared security-based swaps, unless the counterparty would qualify
for an exception from the collateral collection requirements under
paragraph (c)(1)(iii) of Exchange Act rule 18a-3; and
    (iv) The Covered Entity applies substituted compliance for the
requirements of Exchange Act rule 18a-5(a)(12) pursuant to this Order.
    (d) Substituted compliance in connection with internal supervision
and compliance requirements and certain Exchange Act section 15F(j)
requirements.
    This Order extends to the following provisions related to internal
supervision and compliance and Exchange Act section 15F(j)
requirements:
    (1) Internal supervision. The requirements of Exchange Act rule
15Fh-3(h) and Exchange Act sections 15F(j)(4)(A) and (j)(5), provided
that:
    (i) The Covered Entity is subject to and complies with the
requirements identified in paragraph (d)(3) of this Order;
    (ii) The Covered Entity complies with paragraph (d)(4) of this
Order; and
    (iii) This paragraph (d) does not extend to the requirements of
paragraph (h)(2)(iii)(I) to rule 15Fh-3 to the extent those
requirements pertain to compliance with Exchange Act sections
15F(j)(2), (j)(3), (j)(4)(B) and (j)(6), or to the general and
supporting provisions of paragraph (h) to rule 15Fh-3 in connection
with those Exchange Act sections.
    (2) Chief compliance officers. The requirements of Exchange Act
section 15F(k) and Exchange Act rule 15Fk-1, provided that:
    (i) The Covered Entity is subject to and complies with the
requirements identified in paragraph (d)(3) of this Order;
    (ii) All reports required pursuant to MiFID Org Reg article
22(2)(c) must also:

    (A) Be provided to the Commission at least annually, and in the
English language;
    (B) Include a certification signed by the chief compliance officer
or senior officer (as defined in Exchange Act rule 15Fk-1(e)(2)) of the
Covered Entity that, to the best of the certifier's knowledge and
reasonable belief and under penalty of law, the report is accurate and
complete in all material respects;
    (C) Address the Covered Entity's compliance with:
    (i) Applicable requirements under the Exchange Act; and
    (ii) The other applicable conditions of this Order in connection
with requirements for which the Covered Entity is relying on this
Order;
    (D) Be provided to the Commission no later than 15 days following
the earlier of:
    (i) The submission of the report to the Covered Entity's management
body; or
    (ii) The time the report is required to be submitted to the
management body; and
    (E) Together cover the entire period that the Covered Entity's
annual compliance report referenced in Exchange Act section 15F(k)(3)
and Exchange Act rule 15Fk-1(c) would be required to cover.
    (3) Applicable supervisory and compliance requirements. Paragraphs
(d)(1) and (d)(2) are conditioned on the Covered Entity being subject
to and complying with the following requirements: MiFID articles 16 and
23; WpHG sections 63, 80, 83 and 84; MiFID Org Reg articles 21-37, 72-
76 and Annex IV; CRD articles 74, 76, 79-87, 88(1), 91(1)-(2), 91(7)-
(9) and 92, 94 and 95; and KWG sections 25a, 25b, 25c (other than
25c(2)), 25d (other than 25d(3) and 25d(11)), 25e and 25f, and CRR
articles 286-88 and 293; and EMIR Margin RTS article 2.
    (4) Additional condition to paragraph (d)(1). Paragraph (d)(1)
further is conditioned on the requirement that the Covered Entity
complies with the provisions specified in paragraph (d)(3) as if those
provisions also require compliance with:
    (i) Applicable requirements under the Exchange Act; and
    (ii) The other applicable conditions of this Order in connection
with requirements for which the Covered Entity is relying on this
Order.
    (e) Substituted compliance in connection with counterparty
protection requirements.
    This Order extends to the following provisions related to
counterparty protection:
    (1) Disclosure of information regarding material risks and
characteristics. The requirements of Exchange Act rule 15Fh-3(b)
relating to disclosure of material risks and characteristics of one or
more security-based swaps subject thereto, provided that the Covered
Entity, in relation to that security-based swap, is subject to and
complies with the requirements of MiFID article 24(4), WpHG sections
63(7) and 64(1) and MiFID Org Reg articles 48-50.
    (2) Disclosure of information regarding material incentives or
conflicts of interest. The requirements of Exchange Act rule 15Fh-3(b)
relating to disclosure of material incentives or conflicts of interest
that a Covered Entity may have in connection with one or more security-
based swaps subject thereto, provided that the Covered Entity, in
relation to that security-based swap, is subject to and complies with
the requirements of either:
    (i) MiFID article 23(2)-(3); WpHG section 63(2); and MiFID Org Reg
articles 33-35;
    (ii) MiFID article 24(9); WpHG section 70; and MiFID Delegated
Directive article 11(5); or
    (iii) MAR article 20(1) and MAR Investment Recommendations
Regulation articles 5 and 6.
    (3) ``Know your counterparty.'' The requirements of Exchange Act
rule 15Fh-3(e), as applied to one or more security-based swap
counterparties subject thereto, provided that the Covered Entity, in
relation to the relevant security-based swap counterparty, is subject
to and complies with the requirements of MiFID article 16(2); WpHG
section 80(1); MiFID Org Reg articles 21-22, 25-26 and applicable parts
of Annex I; CRD articles 74(1) and 85(1); KWG section 25a; MLD articles
11 and 13; GwG sections 10-11; MLD articles 8(3) and 8(4)(a) as applied
to internal policies, controls and procedures regarding recordkeeping
of customer due diligence activities; and GwG section 6(1)-(2) as
applied to vigilance measures regarding recordkeeping of customer due
diligence activities.
    (4) Suitability. The requirements of Exchange Act rule 15Fh-3(f),
as applied to one or more recommendations of a security-based swap or
trading strategy involving a security-based swap subject thereto,
provided that:
    (i) The Covered Entity, in relation to the relevant recommendation,
is subject to and complies with the requirements of MiFID articles
24(2)-(3) and 25(1)-(2); WpHG sections 63(5)-(6), 80(9)-(13) and 87(1)-
(2); and MiFID Org Reg articles 21(1)(b) and (d), 54 and 55; and
    (ii) The counterparty to which the Covered Entity makes the
recommendation is a ``professional client'' mentioned in MiFID Annex II
section I and WpHG section 67(2) and is not a ``special entity'' as
defined in Exchange Act section 15F(h)(2)(C) and Exchange Act rule
15Fh-2(d).
    (5) Fair and balanced communications. The requirements of Exchange
Act rule 15Fh-3(g), as applied to one or more communications subject
thereto, provided that the Covered Entity, in relation to the relevant
communication, is subject to and complies with the requirements of:
    (i) Either MiFID articles 24(1), (3) and WpHG sections 63(1), (6)
or MiFID article 30(1) and WpHG section 68(1); and
    (ii) MiFID articles 24(4)-(5); WpHG sections 63(7) and 64(1); MiFID
Org Reg articles 46-48; MAR articles 12(1)(c), 15 and 20(1); and MAR
Investment Recommendations Regulation articles 3 and 4.
    (6) Daily mark disclosure. The requirements of Exchange Act rule
15Fh-3(c), as applied to one or more security-based swaps subject
thereto, provided that the Covered Entity is required to reconcile, and
does reconcile, the portfolio containing the relevant security-based
swap on each business day pursuant to EMIR articles 11(1)(b) and 11(2)
and EMIR RTS article 13.
    (f) Substituted compliance in connection with recordkeeping,
reporting, notification, and securities count requirements.
    This Order extends to the following provisions that apply to a
Covered Entity related to recordkeeping, reporting, notification and
securities counts:
    (1)(i) Make and keep current certain records. The requirements of
the following provisions of Exchange Act rule 18a-5, provided that the
Covered Entity complies with the relevant conditions in this paragraph
(f)(1)(i) and with the applicable conditions in paragraph (f)(1)(ii):
    (A) The requirements of Exchange Act rule 18a-5(a)(1) or (b)(1), as
applicable, provided that:
    (1) The Covered Entity is subject to and complies with the
requirements of MiFID Org Reg articles 74, 75, and Annex IV; and MiFIR
article 25(1); and
    (2) With respect to the requirements of Exchange Act rule 18a-
5(a)(1), the Covered Entity applies substituted compliance for the
requirements of Exchange Act section 15F(e) and Exchange Act rules 18a-
1 through 18a-1d pursuant to this Order.
    (B) The requirements of Exchange Act rule 18a-5(a)(2), provided
that:

    (1) The Covered Entity is subject to and complies with the
requirements of CRD article 73; MiFID Delegated Directive article 2;
MiFID Org Reg articles 72, 74 and 75; EMIR article 39(4); KWG section
10a; and WpHG section 84; and
    (2) The Covered Entity applies substituted compliance for the
requirements of Exchange Act section 15F(e) and Exchange Act rules 18a-
1 through 18a-1d pursuant to this Order;
    (C) The requirements of Exchange Act rule 18a-5(a)(3) or (b)(2), as
applicable, provided that:
    (1) The Covered Entity is subject to and complies with the
requirements of MiFID Delegated Directive article 2; MiFID Org Reg
articles 72, 74 and 75; EMIR article 39(4); and WpHG section 84; and
    (2) With respect to the requirements of Exchange Act rule 18a-
5(a)(3), the Covered Entity applies substituted compliance for the
requirements of Exchange Act section 15F(e) and Exchange Act rules 18a-
1 through 18a-1d pursuant to this Order;
    (D) The requirements of Exchange Act rule 18a-5(a)(4) or (b)(3), as
applicable, provided that:
    (1) The Covered Entity is subject to and complies with the
requirements of CRR article 103; MiFID articles 16(6), 25(5), and
25(6); MiFID Org Reg articles 59, 74, 75 and Annex IV; MiFIR article
25(1); EMIR articles 9(2) and 11(1)(a); WpHG sections 63 and 64; and
    (2) With respect to the requirements of Exchange Act rule 18a-
5(a)(4), the Covered Entity applies substituted compliance for the
requirements of Exchange Act section 15F(e) and Exchange Act rules 18a-
1 through 18a-1d pursuant to this Order;
    (E) The requirements of Exchange Act rule 18a-5(b)(4) provided that
the Covered Entity is subject to and complies with the requirements of
MiFID Org Reg article 59; EMIR articles 9(2) and 11(1)(a); MiFID
articles 16(6), 25(5), and 25(6); and WpHG sections 63, 64, and 83
paragraphs 1 and 2;
    (F) The requirements of Exchange Act rule 18a-5(a)(5) or (b)(5), as
applicable, provided that:
    (1) The Covered Entity is subject to and complies with the
requirements of MiFID Org Reg articles 74, 75 and Annex IV; and MiFIR
article 25(1); and
    (2) With respect to the requirements of Exchange Act rule 18a-
5(a)(5), the Covered Entity applies substituted compliance for the
requirements of Exchange Act section 15F(e) and Exchange Act rules 18a-
1 through 18a-1d pursuant to this Order;
    (G) The requirements of Exchange Act rules 18a-5(a)(6) and (a)(15)
or (b)(6) and (b)(11), as applicable, provided that:
    (1) The Covered Entity is subject to and complies with the
requirements of CRR articles 103, 105(3), and 105(10); CRD article 73;
MiFID articles 16(6), 25(5), 25(6); MiFID Delegated Directive article
2; MiFID Org Reg articles 59, 74, 75, and Annex IV; MiFIR article
25(1); EMIR articles 9(2), 11(1)(a), and 39(4); KWG section 10a; and
WpHG sections 63, 64, 83 paragraphs 1 through 2, and 84; and
    (2) The Covered Entity applies substituted compliance for the
requirements of Exchange Act rule 15Fi-2 pursuant to this Order;
    (H) The requirements of Exchange Act rule 18a-5(a)(7) or (b)(7), as
applicable, provided that:
    (1) The Covered Entity is subject to and complies with the
requirements of MiFIR article 25(1); MLD4 articles 11 and 13; MiFID
article 25(2); WpHG section 64 paragraph 3; and GWG sections 10 and 11;
and
    (2) With respect to the requirements of Exchange Act rule 18a-
5(a)(7), the Covered Entity applies substituted compliance for the
requirements of Exchange Act section 15F(e) and Exchange Act rules 18a-
1 through 18a-1d pursuant to this Order;
    (I) The requirements of Exchange Act rule 18a-5(a)(8), provided
that:
    (1) The Covered Entity is subject to and complies with the
requirements of CRR articles 103, 105(3), and 105(10); MiFID Org Reg
articles 59, 74, 75 and Annex IV; MiFIR article 25(1); EMIR articles
9(2), 11(1)(a), and 39(4); MiFID articles 16(6), 25(5), and 25(6); CRD
article 73; MiFID Delegated Directive article 2; WpHG sections 63, 64,
83 paragraphs 1 through 2, and 84; and KWG section 10a; and
    (2) The Covered Entity applies substituted compliance for the
requirements of Exchange Act section 15F(e) and Exchange Act rules 18a-
1 through 18a-1d pursuant to this Order.;
    (J) The requirements of Exchange Act rule 18a-5(a)(9), provided
that:
    (1) The Covered Entity is subject to and complies with the
requirements of CRD article 73; MiFID Delegated Directive article 2;
EMIR article 39(4); MiFID Org Reg articles 72, 74, and 75; KWG section
10a; and WpHG Section 84;
    (2) The Covered Entity applies substituted compliance for the
requirements of Exchange Act section 15F(e) and Exchange Act rules 18a-
1 through 18a-1d pursuant to this Order; and
    (3) This Order does not extend to the requirements of Exchange Act
rule 18a-5(a)(9) relating to Exchange Act rule 18a-2;
    (K) The requirements of Exchange Act rule 18a-5(a)(10) and (b)(8),
provided that the Covered Entity is subject to and complies with the
requirements of MiFID Org Reg articles 21(1)(d), 35; CRD articles 88,
91(1), 91(8); MiFID article 9(1) and 16(3); KWG sections 15, 25a(1),
25c(1) through (3), 25c(4a), 25d(1) through (3), 25d(7), 25d(11), and
36; and WpHG sections 81(1) and 84;
    (L) The requirements of Exchange Act rule 18a-5(a)(12), provided
that:
    (1) The Covered Entity is subject to and complies with the
requirements of CRR articles 103, 105(3) and 105(10); MiFID Org Reg.
articles 72, 74 and 75; CRD article 73; MiFID Delegated Directive
article 2; KWG section 10a; and WpHG section 84; and
    (2) The Covered Entity applies substituted compliance for the
requirements of Exchange Act section 15F(e) and Exchange Act rule 18a-3
pursuant to this Order;
    (M) The requirements of Exchange Act rule 18a-5(a)(17) and (b)(13),
as applicable, regarding one or more provisions of Exchange Act rules
15Fh-3 or 15Fk-1 for which substituted compliance is available under
this Order, provided that:
    (1) The Covered Entity is subject to and complies with the
requirements of MiFID Org Reg articles 72, 73, and Annex I; MiFID
articles 16(6) and 25(2); MLD articles 11 and 13; EMIR article 39(5);
WpHG sections 64 paragraph 3 and 83 paragraph 1; and GWG sections 10
and 11, in each case with respect to the relevant security-based swap
or activity;
    (2) With respect to the portion of Exchange Act rule 18a-5(a)(17)
and (b)(13) that relates to one or more provisions of Exchange Act rule
15Fh-3 for which substituted compliance is available under this Order,
the Covered Entity applies substituted compliance for such business
conduct standard(s) of Exchange Act rule 15Fh-3 pursuant to this Order,
as applicable, with respect to the relevant security-based swap or
activity; and
    (3) With respect to the portion of Exchange Act rule 18a-5(a)(17)
and (b)(13) that relates to Exchange Act rule 15Fk-1, the Covered
Entity applies substituted compliance for Exchange Act section 15F(k)
and Exchange Act rule 15Fk-1 pursuant to this Order;
    (N) The requirements of Exchange Act rule 18a-5(a)(18)(i) and (ii)
or (b)(14)(i) and (ii), as applicable, provided that:
    (1) The Covered Entity is subject to and complies with the
requirements of

EMIR article 11(1)(b); and EMIR RTS article 15(1)(a); and
    (2) The Covered Entity applies substituted compliance for Exchange
Act rule 15Fi-3 pursuant to this Order; and
    (O) The requirements of Exchange Act rule 18a-5(a)(18)(iii) or
(b)(14)(iii), as applicable, provided that:
    (1) The Covered Entity is subject to and complies with the
requirements of EMIR article 11(1)(b); and EMIR RTS article 15(1)(a),
in each case with respect to such security-based swap portfolio(s); and
    (2) The Covered Entity applies substituted compliance for Exchange
Act rule 15Fi-4 pursuant to this Order.
    (ii) Paragraph (f)(1)(i) is subject to the following further
conditions:
    (A) Paragraphs (f)(1)(i)(A) through (D) and (H) are subject to the
condition that the Covered Entity preserves all of the data elements
necessary to create the records required by the applicable Exchange Act
rules cited in such paragraphs and upon request furnishes promptly to
representatives of the Commission the records required by those rules;
    (B) A Covered Entity may apply the substituted compliance
determination in paragraph (f)(1)(i)(M) to records of compliance with
Exchange Act rule 15Fh-3(b), (c), (e), (f) and (g) in respect of one or
more security-based swaps or activities related to security-based
swaps; and
    (C) This Order does not extend to the requirements of Exchange Act
rule 18a-5(a)(13), (a)(14), (a)(16), (b)(9), (b)(10) or (b)(12).
    (2)(i) Preserve certain records. The requirements of the following
provisions of Exchange Act rule 18a-6, provided that the Covered Entity
complies with the relevant conditions in this paragraph (f)(2)(i) and
with the applicable conditions in paragraph (f)(2)(ii):
    (A) The requirements of Exchange Act rule 18a-6(a)(1) or (a)(2), as
applicable, provided that the Covered Entity is subject to and complies
with the requirements of MiFID Org Reg articles 72, 74, 75, and Annex
IV; CRR article 103; MiFIR article 25(1); EMIR article 9(2); MiFID
articles 16(6) and 69(2); CRD article 73; MiFID Delegated Directive
article 2; WpHG sections 6, 7, 83 paragraph 1, and 84; and KWG section
10a;
    (B) The requirements of Exchange Act rule 18a-6(b)(1)(i) or
(b)(2)(i), as applicable, provided that the Covered Entity is subject
to and complies with the requirements of MiFID Org Reg articles 72, 74,
75, and Annex IV; CRR article 103; MiFIR article 25(1); EMIR article
9(2); MiFID articles 16(6) and 69(2); CRD article 73; MiFID Delegated
Directive article 2; WpHG sections 6, 7, 83 paragraph 1, and 84; and
KWG section 10a;
    (C) The requirements of Exchange Act rule 18a-6(b)(1)(ii) and
(iii), provided that:
    (1) The Covered Entity is subject to and complies with the
requirements of MiFID Org Reg articles 72, 74 and 75; EMIR article
9(2); CRD article 73; MiFID Delegated Directive article 2; MiFID 16(6);
KWG section 10a; and WpHG sections 83 paragraph 1, and 84; and
    (2) The Covered Entity applies substituted compliance for the
requirements of Exchange Act section 15F(e) and Exchange Act rules 18a-
1 through 18a-1d pursuant to this Order;
    (D) The requirements of Exchange Act rule 18a-6(b)(1)(iv) or
(b)(2)(ii), as applicable, provided that the Covered Entity is subject
to and complies with the requirements of CRR article 103; MiFID Org Reg
articles 72, 73, 74, 75, 76, Annex I and Annex IV; MiFIR article 25(1);
EMIR article 9(2); CRD article 73; MiFID articles 16(6), 16(7); MiFID
Delegated Directive article 2; KWG section 10a; and WpHG sections 83
paragraphs 1 and 3 through 8, and 84;
    (E) The requirements of Exchange Act rule 18a-6(b)(1)(v), provided
that:
    (1) The Covered Entity is subject to and complies with the
requirements of EMIR article 9(2); CRR articles 99, 294, 394, 415, 430
and Part Six: Title II and Title III; CRR Reporting ITS article 14 and
annexes I-V and VIII-XIII; and MiFID Org Reg article 72(1);
    (2) With respect to the requirements of Exchange Act rule 18a-
6(b)(1)(v), the Covered Entity applies substituted compliance for the
requirements of Exchange Act section 15F(e) and Exchange Act rules 18a-
1 through 18a-1d pursuant this Order; and
    (3) This Order does not extend to the requirements of Exchange Act
rule 18a-6(b)(1)(v) relating to Exchange Act rule 18a-2;
    (F) The requirements of Exchange Act rule 18a-6(b)(1)(vi) or
(b)(2)(iii), as applicable, provided that:
    (1) The Covered Entity is subject to and complies with the
requirements of EMIR article 9(2); MiFID Org Reg articles 72(1) and 73;
MiFID article 16(6); and WpHG section 83 paragraph 1; and
    (2) With respect to the requirements of Exchange Act rule 18a-
6(b)(1)(vi), the Covered Entity applies substituted compliance for the
requirements of Exchange Act section 15F(e) and Exchange Act rules 18a-
1 through 18a-1d pursuant to this Order;
    (G) The requirements of Exchange Act rule 18a-6(b)(1)(vii) or
(b)(2)(iv), as applicable, provided that:
    (1) The Covered Entity is subject to and complies with the
requirements of MiFID Org Reg articles 72(1) and 73; MiFIR article
25(1); EMIR article 9(2); MiFID article 16(6); and WpHG section 83
paragraph 1; and
    (2) With respect to the requirements of Exchange Act rule 18a-
6(b)(1)(vii), the Covered Entity applies substituted compliance for the
requirements of Exchange Act section 15F(e) and Exchange Act rules 18a-
1 through 18a-1d pursuant to this Order;
    (H) The requirements of Exchange Act rule 18a-6(b)(1)(viii),
provided that:
    (1) The Covered Entity is subject to and complies with the
requirements of CRR articles 99, 294, 394, 415, 430 and Part Six: Title
II and Title III; CRR Reporting ITS article 14 and annexes I-V and
VIII-XIII, as applicable; and MiFID Org Reg article 72(1);
    (2) The Covered Entity applies substituted compliance for the
requirements of Exchange Act rule 18a-7(a)(1), (b), (c) through (h),
and Exchange Act rule 18a-7(j) as applied to these requirements
pursuant to this Order;
    (3) With respect to the requirements of Exchange Act rule 18a-
6(b)(1)(viii), the Covered Entity applies substituted compliance for
the requirements of Exchange Act section 15F(e) and Exchange Act rules
18a-1 through 18a-1d pursuant to this Order;
    (4) This Order does not extend to the requirements of Exchange Act
rule 18a-6(b)(1)(viii)(L); and
    (5) This Order does not extend to the requirements of Exchange Act
rule 18a-6(b)(1)(viii)(M) relating to Exchange Act rule 18a-2.
    (I) The requirements of Exchange Act rule 18a-6(b)(1)(ix), provided
that:
    (1) The Covered Entity is subject to and complies with the
requirements of MiFID Org Reg articles 22(3)(c), 23, 24, 25(2), 26,
29(2)(c), 35 and 72(1); CRR articles 176, 286 and 293(1)(d); EMIR RTS;
EMIR article 9(2); MiFID articles 16(2), 16(3), 16(5), 24(9); MiFID
Delegated Directive article 11; CRD article 73, 75-87; WpHG sections 64
paragraph 3, 70, 80 paragraph 6, and 84; WpDVerOV section 6; and KWG
sections 10a, 25a, 25c(3)(3), 25c(3)(4), 25c(4a), 25d(6), 25(8); and
    (2) The Covered Entity applies substituted compliance for the
requirements of Exchange Act section 15F(e) and Exchange Act rules 18a-
1 through 18a-1d pursuant to this Order;
    (J) The requirements of Exchange Act rule 18a-6(b)(1)(x), provided
that:

    (1) The Covered Entity is subject to and complies with the
requirements of EMIR article 9(2); MiFID Org Reg article 72(1); CRD
article 73; MiFID article 16(6); KWG section 10a; and WpHG section 83
paragraph 1; and
    (2) The Covered Entity applies substituted compliance for the
requirements of Exchange Act section 15F(e) and Exchange Act rules 18a-
1 through 18a-1d pursuant to this Order;
    (K) The requirements of Exchange Act rule 18a-6(b)(1)(xii) or
(b)(2)(vii), as applicable, regarding one or more provisions of
Exchange Act rules 15Fh-3 or 15Fk-1 for which substituted compliance is
available under this Order, provided that:
    (1) The Covered Entity is subject to and complies with the
requirements of EMIR article 9(2); MLD4 articles 11 and 13; MiFID Org
Reg article 72(1); MiFID article 16(6); GWG sections 10 and 11; and
WpHG section 83 paragraph 1, in each case with respect to the relevant
security-based swap or activity;
    (2) With respect to the portion of Exchange Act rule 18a-
6(b)(1)(xii) or (b)(2)(vii) that relates to one or more provisions of
Exchange Act rule 15Fh-3 for which substituted compliance is available
under this Order, the Covered Entity applies substituted compliance for
such business conduct standard(s) of Exchange Act rule 15Fh-3 pursuant
to this Order, as applicable, with respect to the relevant security-
based swap or activity; and
    (3) With respect to the portion of Exchange Act rule 18a-
6(b)(1)(xii) or (b)(2)(vii), as applicable, that relates to Exchange
Act rule 15Fk-1, the Covered Entity applies substituted compliance for
Exchange Act section 15F(k) and Exchange Act rule 15Fk-1 pursuant to
this Order;
    (L) The requirements of Exchange Act rule 18a-6(c), provided that:
    (1) The Covered Entity is subject to and complies with the
requirements of MiFID Org Reg articles 21(1)(f) and 72(1); MiFID
article 16(6); and WpHG section 83 paragraph 1; and
    (2) This Order does not extend to the requirements of Exchange act
rule 18a-6(c) relating to Forms SBSE, SBSE-A, SBSE-C, SBSE-W, all
amendments to these forms, and all other licenses or other
documentation showing the registration of the Covered Entity with any
securities regulatory authority or the U.S. Commodity Futures Trading
Commission;
    (M) The requirements of Exchange Act rule 18a-6(d)(1), provided
that the Covered Entity is subject to and complies with the
requirements of MiFID Org Reg articles 35 and 72(1); CRD articles 88,
91(1), 91(8); MiFID article 9(1), 16(3), 16(6); KWG sections 25c(1)
through (3), 25d(1) through (3), and 36; and WpHG sections 81(1), 83
paragraph 1, and 84;
    (N) The requirements of Exchange Act rule 18a-6(d)(2), provided
that:
    (1) The Covered Entity is subject to and complies with the
requirements of EMIR article 9(2); MiFID Org Reg articles 72(1) and
72(3); MiFID article 16(6); and WpHG section 83 paragraph 1; and
    (2) With respect to the requirements of Exchange Act rule 18a-
6(d)(2)(i), the Covered Entity applies substituted compliance for the
requirements of Exchange Act section 15F(e) and Exchange Act rules 18a-
1 through 18a-1d pursuant to this Order;
    (O) The requirements of Exchange Act rule 18a-6(d)(3), provided
that:
    (1) The Covered Entity is subject to and complies with the
requirements of MiFID Org Reg articles 21(1)(f), 72, 73, and Annex I;
MiFID article 16(6); and WpHG section 83 paragraph 1; and
    (2) With respect to the requirements of Exchange Act rule 18a-
6(d)(3)(i), the Covered Entity applies substituted compliance for the
requirements of Exchange Act section 15F(e) and Exchange Act rules 18a-
1 through 18a-1d pursuant to this Order;
    (P) The requirements of Exchange Act rule 18a-6(d)(4) and (d)(5),
provided that:
    (1) The Covered Entity is subject to and complies with the
requirements of EMIR article 9(2); MiFID Org Reg articles 24, 25(2),
72(1) and 73; MiFID articles 16(2), 16(6), and 25(5); and WpHG sections
64 paragraph 3 and 83 paragraphs 1 and 2; and
    (2) The Covered Entity applies substituted compliance for Exchange
Act rules 15Fi-3, 15Fi-4, and 15Fi-5 pursuant to this Order;
    (Q) The requirements of Exchange Act rule 18a-6(e), provided that
the Covered Entity is subject to and complies with the requirements of
MiFID Org Reg articles 21(2), 58, 72(1) and 72(3); MiFID articles
16(5), 16(6); and WpHG sections 80 paragraph 6, and 83 paragraph 1; and
    (R) The requirements of Exchange Act rule 18a-6(f), provided that
the Covered Entity is subject to and complies with the requirements of
MiFID Org Reg article 31(1); MiFID article 16(5); and WpHG section 80
paragraph 6.
    (ii) Paragraph (f)(2)(i) is subject to the following further
conditions:
    (A) A Covered Entity may apply the substituted compliance
determination in paragraph (f)(2)(i)(K) to records related to Exchange
Act rule 15Fh-3(b), (c), (e), (f) and (g) in respect of one or more
security-based swaps or activities related to security-based swaps; and
    (B) This Order does not extend to the requirements of Exchange Act
rule 18a-6(b)(1)(xi), (b)(1)(xiii), (b)(2)(v), (b)(2)(vi), or
(b)(2)(viii).
    (3) File Reports. The requirements of the following provisions of
Exchange Act rule 18a-7, provided that the Covered Entity complies with
the relevant conditions in this paragraph (f)(3):
    (i) The requirements of Exchange Act rule 18a-7(a)(1) or (a)(2), as
applicable, and the requirements of Exchange Act rule 18a-7(j) as
applied to the requirements of Exchange Act rule 18a-7(a)(1) or (a)(2),
as applicable, provided that:
    (A) The Covered Entity is subject to and complies with the
requirements of CRR articles 99, 394, 430 and Part Six: Title II and
Title III; CRR Reporting ITS annexes I, II, III, IV, V, VIII, IX, X,
XI, XII and XIII, as applicable;
    (B) The Covered Entity files periodic unaudited financial and
operational information with the Commission or its designee in the
manner and format required by Commission rule or order and presents the
financial information in the filing in accordance with generally
accepted accounting principles that the Covered Entity uses to prepare
general purpose publicly available or available to be issued financial
statements in Germany;
    (C) With respect to the requirements of Exchange Act rule 18a-
7(a)(1), the Covered Entity applies substituted compliance for the
requirements of Exchange Act section 15F(e) and Exchange Act rules 18a-
1 through 18a-1d pursuant to this Order; and
    (D) With respect to the requirements of Exchange Act rule 18a-
7(a)(1), the Covered Entity applies substituted compliance for the
requirements of Exchange Act rule 18a-6(b)(1)(viii) pursuant to this
Order;
    (ii) The requirements of Exchange Act rule 18a-7(a)(3) and the
requirements of Exchange Act rule 18a-7(j) as applied to the
requirements of Exchange Act rule 18a-7(a)(3), provided that:
    (A) The Covered Entity is subject to and complies with the
requirements of CRR articles 99, 394, 431, 433,452, 454, and 455; CRR
Reporting ITS annexes I, II, VIII and IX, as applicable; and
    (B) The Covered Entity applies substituted compliance for the
requirements of Exchange Act section 15F(e) and Exchange Act rules 18a-
1 through 18a-1d pursuant to this Order;
    (iii) The requirements of Exchange Act rule 18a-7(b), provided
that:
    (A) The Covered Entity is subject to and complies with the
requirements of

CRR articles 431 through 455; and HGB sections 316 and 325; and
    (B) The Covered Entity applies substituted compliance for the
requirements of Exchange Act rule 18a-6(b)(1)(viii) pursuant to this
Order.
    (iv) The requirements of Exchange Act rule 18a-7(c), (d), (e), (f),
(g) and (h) and the requirements of Exchange Act rule 18a-7(j) as
applied to the requirements of paragraphs (c), (d), (e), (f), (g) and
(h) of Exchange Act rule 18a-7, provided that:
    (A) The Covered Entity is subject to and complies with the
requirements of CRR articles 26(2), 132(5), 154, 191, 321, 325bi, 350,
353, 368, 418; HGB sections 316 and 325; WpHG section 24 and 84, and 89
(1) sentence 1 no. 1; and KWG section 26a(1);
    (B) With respect to financial statements the Covered Entity is
required to file annually with the German BaFin, including a report of
an independent public accountant covering the financial statements, the
Covered Entity:
    (1) Simultaneously sends a copy of such annual financial statements
and the report of the independent public accountant covering the annual
financial statements to the Commission in the manner specified on the
Commission's website;
    (2) Includes with the transmission the contact information of an
individual who can provide further information about the financial
statements and report;
    (3) Includes with the transmission the report of an independent
public accountant required by Exchange Act rule 18a-7(c)(1)(i)(C)
covering the annual financial statements if German laws do not require
the Covered Entity to engage an independent public accountant to
prepare a report covering the annual financial statements; provided,
however, that such report of the independent public accountant may be
prepared in accordance with generally accepted auditing standards in
Germany that the independent public accountant uses to perform audit
and attestation services and the accountant complies with German
independence requirements;
    (4) Includes with the transmission the reports required by Exchange
Act rule 18a-7(c)(1)(i)(B) and (C) addressing the statements identified
in Exchange Act rule 18a-7(c)(3) or (c)(4), as applicable, that relate
to Exchange Act rule 18a-4; provided, however, that the report of the
independent public accountant required by Exchange Act rule 18a-
7(c)(1)(i)(C) may be prepared in accordance with generally accepted
auditing standards in Germany that the independent public accountant
uses to perform audit and attestation services and the accountant
complies with German independence requirements; and
    (5) Includes with the transmission the supporting schedules and
reconciliations, as applicable, required by Exchange Act rules 18a-
7(c)(2)(ii) and (iii), respectively, relating to Exchange Act rule 18a-
2; and
    (6) Includes with the transmission the supporting schedules and
reconciliations, as applicable, required by Exchange Act rules 18a-
7(c)(2)(ii) and (iii), respectively, relating to Exchange Act rules
18a-4 and 18a-4a;
    (C) The Covered Entity applies substituted compliance for the
requirements of Exchange Act section 15F(e) and Exchange Act rules 18a-
1 through 18a-1d pursuant to this Order; and
    (D) The Covered Entity applies substituted compliance for the
requirements of Exchange Act rule 18a-6(b)(1)(viii) pursuant to this
Order.
    (4)(i) Provide Notification. The requirements of the following
provisions of Exchange Act rule 18a-8, provided that the Covered Entity
complies with the relevant conditions in this paragraph (f)(4)(i) and
with the applicable conditions in paragraph (f)(4)(ii):
    (A) The requirements of paragraphs (a)(1)(i), (a)(1)(ii), (b)(1),
(b)(2), and (b)(4) of Exchange Act rule 18a-8 and the requirements of
Exchange Act rule 18a-8(h) as applied to the requirements of paragraphs
(a)(1)(i), (a)(1)(ii), (b)(1), (b)(2), and (b)(4) of Exchange Act rule
18a-8, provided that:
    (1) The Covered Entity is subject to and complies with the
requirements of CRR article 366(5); KWG section 25a (1) sentence 6 no.
3; and FinDAG section 4d; and
    (2) The Covered Entity applies substituted compliance for the
requirements of Exchange Act section 15F(e) and Exchange Act rules 18a-
1 through 18a-1d pursuant to this Order;
    (B) The requirements of Exchange Act rule 18a-8(c) and the
requirements of Exchange Act rule 18a-8(h) as applied to the
requirements of Exchange Act rule 18a-8(c), provided that the Covered
Entity is subject to and complies with the requirements of KWG section
25a(1) sentence 6 no. 3; and FinDAG section 4d;
    (C) The requirements of Exchange Act rule 18a-8(d) and the
requirements of Exchange Act rule 18a-8(h) as applied to the
requirements of Exchange Act rule 18a-8(d), provided that:
    (1) The Covered Entity is subject to and complies with the
requirements of KWG section 25a(1) sentence 6 no. 3; and FinDAG section
4d; and
    (2) This Order does not extend to the requirements of Exchange Act
rule 18a-8(d) to give notice with respect to books and records required
by Exchange Act rule 18a-5 for which the Covered Entity does not apply
substituted compliance pursuant to this Order;
    (D) The requirements of Exchange Act rule 18a-8(e) and the
requirements of Exchange Act rule 18a-8(h) as applied to the
requirements of Exchange Act rule 18a-8(e), provided that:
    (1) The Covered Entity is subject to and complies with the
requirements of KWG section 25a(1) sentence 6 no. 3; and FinDAG section
4d;
    (2) The Covered Entity applies substituted compliance for the
requirements of Exchange Act section 15F(e) and Exchange Act rules 18a-
1 through 18a-1d pursuant to this Order;
    (3) This Order does not extend to the requirements of Exchange act
rule 18a-8(e) relating to Exchange Act rule 18a-2 or to the
requirements of Exchange Act rule 18a-8(h) as applied to the
requirements of Exchange act rule 18a-8(e) relating to Exchange Act
rule 18a-2; and
    (4) This Order does not extend to the requirements of Exchange act
rule 18a-8(e) relating to Exchange Act rule 18a-4 or to the
requirements of Exchange Act rule 18a-8(h) as applied to the
requirements of Exchange Act rule 18a-8(e) relating to Exchange Act
rule 18a-4;
    (ii) Paragraph (f)(4)(i) is subject to the following further
conditions:
    (A) The Covered Entity:
    (1) Simultaneously sends a copy of any notice required to be sent
by German law cited in this paragraph of the Order to the Commission in
the manner specified on the Commission's website; and
    (2) Includes with the transmission the contact information of an
individual who can provide further information about the matter that is
the subject of the notice;
    (B) This Order does not extend to the requirements of paragraphs
(a)(2) and (b)(3) of Exchange Act rule 18a-8 relating to Exchange Act
rule 18a-2 or to the requirements of Exchange Act rule 18a-8(h) as
applied to the requirements of paragraphs (a)(2) and (b)(3) of Exchange
Act rule 18a-8 relating to Exchange Act rule 18a-2;
    (C) This Order does not extend to the requirements of paragraph (g)
of Exchange Act rule 18a-8 or to the requirements of Exchange Act rule
18a-8(h) as applied to the requirements of paragraph (g) of rule 18a-8.

    (5) Securities Counts. The requirements of Exchange Act rule 18a-9,
provided that:
    (i) The Covered Entity is subject to and complies with the
requirements of EMIR article 11(1)(b); EMIR RTS articles 12 and 13;
WpHG section 84; HGB sections 316 and 325; and WpHG section 89 (1)
sentence 1 no. 1; and
    (ii) The Covered Entity applies substituted compliance for the
requirements of Exchange Act section 15F(e) and Exchange Act rules 18a-
1 through 18a-1d pursuant to this Order.
    (6) Daily Trading Records. The requirements of Exchange Act section
15F(g), provided that the Covered Entity is subject to and complies
with the requirements of WpHG section 83 paragraph 1; and MiFID Org Reg
article 21(1)(f), 21(4), and 72(1).
    (7) Examination and Production of Records. Notwithstanding the
forgoing provisions of paragraph (f) of this Order, this Order does not
extend to, and Covered Entities remain subject to, the requirement of
Exchange Act section 15F(f) to keep books and records open to
inspection by any representative of the Commission and the requirement
of Exchange Act rule 18a-6(g) to furnish promptly to a representative
of the Commission legible, true, complete, and current copies of those
records of the Covered Entity that are required to be preserved under
Exchange Act rule 18a-6, or any other records of the Covered Entity
that are subject to examination or required to be made or maintained
pursuant to Exchange Act section 15F that are requested by a
representative of the Commission.
    (8) English Translations. Notwithstanding the forgoing provisions
of paragraph (f) of this Order, to the extent documents are not
prepared in the English language, Covered Entities must promptly
furnish to a representative of the Commission upon request an English
translation of any record, report, or notification of the Covered
Entity that is required to be made, preserved, filed, or subject to
examination pursuant to Exchange Act section 15F of this Order.
    (g) Definitions.
    (1) ``Covered Entity'' means an entity that:
    (i) Is a security-based swap dealer or major security-based swap
participant registered with the Commission;
    (ii) Is not a ``U.S. person,'' as that term is defined in rule
3a71-3(a)(4) under the Exchange Act; and
    (iii) Is an investment firm and/or credit institution that is
authorized by BaFin to provide investment services or perform
investment activities in Germany and is supervised by the ECB (or has a
licensing application pending with the ECB as of August 12, 2021) as a
significant institution.
    (2) ``MiFID'' means the ``Markets in Financial Instruments
Directive,'' Directive 2014/65/EU, as amended from time to time.
    (3) ``WpHG'' means Germany's ``Wertpapierhandelsgesetz'', as
amended or superseded from time to time.
    (4) ``MiFID Org Reg'' means Commission Delegated Regulation (EU)
2017/565, as amended from time to time.
    (5) ``MiFID Delegated Directive'' means Commission Delegated
Directive (EU) 2017/593, as amended from time to time.
    (6) ``MLD'' means Directive (EU) 2015/849, as amended from time to
time.
    (7) ``GwG'' means Germany's ``Geldw[auml]schegesetz,'' as amended
from time to time.
    (8) ``MiFIR'' means Regulation (EU) 600/2014, as amended from time
to time.
    (9) ``EMIR'' means the ``European Market Infrastructure
Regulation,'' Regulation (EU) 648/2012, as amended from time to time.
    (10) ``EMIR RTS'' means Commission Delegated Regulation (EU) 149/
2013, as amended from time to time.
    (11) ``EMIR Margin RTS'' means Commission Delegated Regulation (EU)
2016/2251, as amended from time to time.
    (12) ``CRR Reporting ITS'' means Commission Implementing Regulation
(EU) 680/2014, as amended from time to time.
    (13) ``CRD'' means Directive 2013/36/EU, as amended from time to
time.
    (14) ``KWG'' means Germany's ``Kreditwesengesetz,'' as amended from
time to time.
    (15) ``CRR'' means Regulation (EU) 575/2013, as amended from time
to time.
    (16) ``MAR'' means the ``Market Abuse Regulation,'' Regulation (EU)
596/2014, as amended from time to time.
    (17) ``MAR Investment Recommendations Regulation'' means Commission
Delegated Regulation (EU) 2016/958, as amended from time to time.
    (18) ``FinDAG'' means Germany's
``Finanzdienstleistungsaufsichtsgesetz,'' as amended from time to time.
    (19) ``BaFin'' means the Bundesanstalt f[uuml]r
Finanzdienstleistungsaufsicht.
    (20) ``ECB'' means the European Central Bank.
    (21) ``WpDVerOV'' means Germany's ``Wertpapierdienstleistungs-
Verhaltens- und -Organisationsverordnung,'' as amended from time to
time.
    (22) ``SAG'' means Germany's ``Sanierungs- und Abwicklungsgesetz,''
as amended from time to time.
    (23) ``SolvV'' means Germany's ``Solvabilit[auml]tsverordnung,'' as
amended from time to time.
    (24) ``BRRD'' means Bank Recovery and Resolution Directive 2014/59/
EU of the European Parliament and of the Council of 15 May 2014, as
amended from time to time.
    It is hereby further determined and ordered pursuant to rule 3a71-6
under the Exchange Act, that the paragraph (c)(1)(iii) of the Order
Granting Conditional Substituted Compliance in Connection With Certain
Requirements Applicable to Non-U.S. Security-Based Swap Dealers and
Major Security-Based Swap Participants Subject to Regulation in the
French Republic issued by the Commission (Exchange Act Release No.
92484, 86 FR 41612) (``French Substituted Compliance Order'') is
amended and replaced with the following:
    (iii)(A) The Covered Entity:
    (1) Maintains liquid assets as defined in paragraph (c)(1)(iii)(B)
that have an aggregate market value that exceeds the amount of the
Covered Entity's adjusted liabilities as defined in paragraph
(c)(1)(iii)(C) by at least $100 million before applying the deduction
specified in paragraph (c)(1)(iii)(D) and by at least $20 million after
applying the deduction specified in paragraph (c)(1)(iii)(D);
    (2) Makes and preserves for three years a quarterly record that:
    (a) Identifies and values the liquid assets maintained pursuant to
paragraph (c)(1)(iii)(A)(1);
    (b) Compares the amount of the aggregate value the liquid assets
maintained pursuant to paragraph (c)(1)(iii)(A)(1) to the amount of the
Covered Entity's total liabilities and shows the amount of the
difference between the two amounts (``the excess liquid assets
amount''); and
    (c) Shows the amount of the deduction specified in paragraph
(c)(1)(iii)(D) and the amount that deduction reduces the excess liquid
assets amount;
    (3) The Covered Entity notifies the Commission in writing within 24
hours in the manner specified on the Commission's website if the
Covered Entity fails to meet the requirements of paragraph
(c)(iii)(A)(1) and includes in the notice the contact information of an
individual who can provide further information about the failure to
meet the requirements; and
    (4) Includes its most recent statement of financial condition filed
with its local supervisor (whether audited or unaudited) with its
initial written notice

to the Commission of its intent to rely on substituted compliance under
condition (a)(9) above.
    (B) For the purposes of paragraph (c)(1)(iii)(A)(1), liquid assets
are:
    (1) Cash and cash equivalents;
    (2) Collateralized agreements;
    (3) Customer and other trading related receivables;
    (4) Trading and financial assets; and
    (5) Initial margin posted by the Covered Entity to a counterparty
or a third-party custodian, provided:
    (a) The initial margin requirement is funded by a fully executed
written loan agreement with an affiliate of the Covered Entity;
    (b) The loan agreement provides that the lender waives re-payment
of the loan until the initial margin is returned to the Covered Entity;
and
    (c) The liability of the Covered Entity to the lender can be fully
satisfied by delivering the collateral serving as initial margin to the
lender.
    (C) For the purposes of paragraph (c)(1)(iii)(A)(1), adjusted
liabilities are the Covered Entity's total liabilities, excluding
subordinated debt issued by the Covered Entity that qualifies as Tier 2
capital pursuant to the capital requirements identified in paragraph
(c)(1)(i).
    (D) The deduction required by paragraph (c)(1)(iii)(A) is the
amount of the Covered Entity's risk-weighted assets, excluding risk-
weighted assets that are included in CRR Part Three, Title III (Own
Funds Requirements for Operational Risk) and risk-weighted assets that
are not treated as liquid assets for the purposes of paragraph
(c)(1)(iii)(A)(1), calculated for the purposes of the capital
requirements identified in paragraph (c)(1)(i) divided by 12.5.
    It is hereby further determined and ordered pursuant to rule 3a71-6
under the Exchange Act, that the paragraph (c)(1)(iii) of the Order
Granting Conditional Substituted Compliance in Connection With Certain
Requirements Applicable to Non-U.S. Security-Based Swap Dealers and
Major Security-Based Swap Participants Subject to Regulation in the
United Kingdom (Exchange Act Release No. 92529, 86 FR 43318) (``UK
Substituted Compliance Order'') is amended and replaced with the
following:
    (iii)(A) The Covered Entity:
    (1) Maintains liquid assets as defined in paragraph (c)(1)(iii)(B)
that have an aggregate market value that exceeds the amount of the
Covered Entity's adjusted liabilities as defined in paragraph
(c)(1)(iii)(C) by at least $100 million before applying the deduction
specified in paragraph (c)(1)(iii)(D) and by at least $20 million after
applying the deduction specified in paragraph (c)(1)(iii)(D);
    (2) Makes and preserves for three years a quarterly record that:
    (a) Identifies and values the liquid assets maintained pursuant to
paragraph (c)(1)(iii)(A)(1);
    (b) Compares the amount of the aggregate value the liquid assets
maintained pursuant to paragraph (c)(1)(iii)(A)(1) to the amount of the
Covered Entity's total liabilities and shows the amount of the
difference between the two amounts (``the excess liquid assets
amount''); and
    (c) Shows the amount of the deduction specified in paragraph
(c)(1)(iii)(D) and the amount that deduction reduces the excess liquid
assets amount;
    (3) The Covered Entity notifies the Commission in writing within 24
hours in the manner specified on the Commission's website if the
Covered Entity fails to meet the requirements of paragraph
(c)(iii)(A)(1) and includes in the notice the contact information of an
individual who can provide further information about the failure to
meet the requirements; and
    (4) Includes its most recent statement of financial condition filed
with its local supervisor (whether audited or unaudited) with its
initial written notice to the Commission of its intent to rely on
substituted compliance under condition (a)(9) above.
    (B) For the purposes of paragraph (c)(1)(iii)(A)(1), liquid assets
are:
    (1) Cash and cash equivalents;
    (2) Collateralized agreements;
    (3) Customer and other trading related receivables;
    (4) Trading and financial assets; and
    (5) Initial margin posted by the Covered Entity to a counterparty
or a third-party custodian, provided:
    (a) The initial margin requirement is funded by a fully executed
written loan agreement with an affiliate of the Covered Entity;
    (b) The loan agreement provides that the lender waives re-payment
of the loan until the initial margin is returned to the Covered Entity;
and
    (c) The liability of the Covered Entity to the lender can be fully
satisfied by delivering the collateral serving as initial margin to the
lender.
    (C) For the purposes of paragraph (c)(1)(iii)(A)(1), adjusted
liabilities are the Covered Entity's total liabilities, excluding
subordinated debt issued by the Covered Entity that qualifies as Tier 2
capital pursuant to the capital requirements identified in paragraph
(c)(1)(i).
    (D) The deduction required by paragraph (c)(1)(iii)(A) is the
amount of the Covered Entity's risk-weighted assets, excluding risk-
weighted assets that are included in CRR Part Three, Title III (Own
Funds Requirements for Operational Risk) and risk-weighted assets that
are not treated as liquid assets for the purposes of paragraph
(c)(1)(iii)(A)(1), calculated for the purposes of the capital
requirements identified in paragraph (c)(1)(i) divided by 12.5.
    It is hereby further determined and ordered pursuant to rule 3a71-6
under the Exchange Act, that the paragraph (a)(5) of the French
Substituted Compliance Order is amended and replaced with the
following:
    (5) Counterparties as EMIR ``counterparties.'' For each condition
in paragraphs (b) through (f) of this Order that requires the
application of, and the Covered Entity's compliance with, provisions of
EMIR, EMIR RTS, EMIR Margin RTS and/or other EU requirements adopted
pursuant to those provisions, if the relevant provision applies only to
the Covered Entity's activities with specified types of counterparties,
and if the counterparty to the Covered Entity is not any of the
specified types of counterparty, the Covered Entity complies with the
applicable condition of this Order:
    (i) As if the counterparty were the specified type of counterparty;
in this regard, if the Covered Entity reasonably determines that the
counterparty would be a financial counterparty if it were established
in the EU and authorized by an appropriate EU authority, it must treat
the counterparty as if the counterparty were a financial counterparty;
    (ii) Without regard to the application of EMIR article 13; and
    (iii) Only to the extent that an Exchange Act section or rule cited
in paragraphs (b) through (f) of this Order applies to the security-
based swap activities with that counterparty.
    It is hereby further determined and ordered pursuant to rule 3a71-6
under the Exchange Act, that the paragraph (a)(6) of the French
Substituted Compliance Order is amended and replaced with the
following:
    (6) Security-based swap status under EMIR. For each condition in
paragraphs (b) through (f) of this Order that requires the application
of, and the Covered Entity's compliance with, provisions of EMIR, EMIR
RTS, EMIR Margin RTS, and/or other EU requirements adopted pursuant to
those provisions, if the relevant provision applies to the Covered
Entity's OTC derivatives or OTC derivative contracts that have not been
cleared by a central counterparty, then either:

    (i) The relevant security-based swap is an ``OTC derivative'' or
``OTC derivative contract,'' as defined in EMIR article 2(7), that has
not been cleared by a central counterparty and otherwise is subject to
the provisions of EMIR article 11, EMIR RTS articles 11-15, and EMIR
Margin RTS article 2; or
    (ii) The relevant security-based swap has been cleared by a central
counterparty that is authorized or recognized to clear derivatives
contracts by a relevant authority in the EU.
    It is hereby further determined and ordered pursuant to rule 3a71-6
under the Exchange Act, that the paragraph (f)(1)(i)(M)(2) of the
French Substituted Compliance Order is amended and replaced with the
following:
    (2) With respect to the portion of Exchange Act rule 18a-5(a)(17)
and (b)(13) that relates to one or more provisions of Exchange Act rule
15Fh-3 for which substituted compliance is available under this Order,
the Covered Entity applies substituted compliance for such business
conduct standard(s) of Exchange Act rule 15Fh-3 pursuant to this Order,
as applicable, with respect to the relevant security-based swap or
activity; and
    It is hereby further determined and ordered pursuant to rule 3a71-6
under the Exchange Act, that the paragraph (f)(2)(i)(K)(2) of the
French Substituted Compliance Order is amended and replaced with the
following:
    (2) With respect to the portion of Exchange Act rule 18a-
6(b)(1)(xii) or (b)(2)(vii) that relates to one or more provisions of
Exchange Act rule 15Fh-3 for which substituted compliance is available
under this Order, the Covered Entity applies substituted compliance for
such business conduct standard(s) of Exchange Act rule 15Fh-3 pursuant
to this Order, as applicable, with respect to the relevant security-
based swap or activity; and
    It is hereby further determined and ordered pursuant to rule 3a71-6
under the Exchange Act, that the paragraph (a)(13) of the UK
Substituted Compliance Order is amended and replaced with the
following:
    (13) Covered Entity's counterparties as UK EMIR ``counterparties.''
For each condition in paragraphs (b) through (f) of this Order that
requires the application of, and the Covered Entity's compliance with,
provisions of UK EMIR, UK EMIR RTS, UK EMIR Margin RTS, and/or other UK
requirements adopted pursuant to those provisions, if the relevant
provision applies only to the Covered Entity's activities with
specified types of counterparties, and if the counterparty to the
Covered Entity is not any of the specified types of counterparty, the
Covered Entity complies with the applicable condition of this Order:
    (i) As if the counterparty were the specified type of counterparty;
in this regard, if the Covered Entity reasonably determines that the
counterparty would be a financial counterparty if it were established
in the UK and authorized by an appropriate UK authority, it must treat
the counterparty as if the counterparty were a financial counterparty;
    (ii) Without regard to the application of UK EMIR article 13; and
    (iii) Only to the extent that an Exchange Act section or rule cited
in paragraphs (b) through (f) of this Order applies to the security-
based swap activities with that counterparty.
    It is hereby further determined and ordered pursuant to rule 3a71-6
under the Exchange Act, that a security-based swap dealer applying
substituted compliance with respect to the capital requirements of
Exchange Act section 15F(e) and Exchange Act rules 18a-1, and 18a-1a
through d has until January 1, 2022 to meet (as applicable):
    a. The additional capital condition in paragraph (c)(1)(iii) of the
Amended and Restated Order Granting Conditional Substituted Compliance
in Connection with Certain Requirements Applicable to Non-U.S.
Security-Based Swap Dealers and Major Security-Based Swap Participants
Subject to Regulation in the Federal Republic of Germany (Exchange Act
Release No. 35-93411) (``German Amended Order'');
    b. The additional capital condition in paragraph (c)(1)(iii) of the
French Substituted Compliance Order; or
    c. The additional capital condition in paragraph (c)(1)(iii) of the
UK Substituted Compliance Order.
    It is hereby further determined and ordered pursuant to rule 3a71-6
under the Exchange Act, that a security-based swap dealer applying
substituted compliance with respect to the margin requirements of
Exchange Act section 15F(e) and Exchange Act rule 18a-3 has until
January 1, 2022 to meet (as applicable):
    a. The additional margin conditions in paragraphs (c)(1)(ii) and
(iii) of the German Amended Order;
    b. The additional margin conditions in paragraphs (c)(1)(ii) and
(iii) of the French Substituted Compliance Order; or
    c. The additional margin conditions in paragraphs (c)(1)(ii) and
(iii) of the UK Substituted Compliance Order.
    It is further determined and ordered that the compliance date for
Exchange Act section 15F(e) and Exchange Act rules 18a-1, and 18a-1a
through d is January 1, 2022 for a security-based swap dealer with a
principal place of business in Germany that is operating pursuant to a
waiver under CRR, Article 7 (Derogation from the application of
prudential requirements on an individual basis).

    By the Commission.
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2021-23445 Filed 10-27-21; 8:45 am]
BILLING CODE 8011-01-P