SEC Division of Trading and Markets no-action letter: Canadian Banks Association

Angelina Mason
General Counsel & Vice-President, Legal
Canadian Bankers Association
Box 348, Commerce Court West
199 Bay Street, 30th Floor
Toronto, Ontario M5L 1G2
Canada
Re: Reporting Requirements for Registered Non-U.S. Security-Based Swap Dealers with a Prudential Regulator Dear Ms. Mason:
In your November 1, 2021 letter (“Letter”), on behalf of Bank of Montreal, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce, National Bank of Canada, Royal Bank of Canada, and The Toronto-Dominion Bank (collectively, the “Six Canadian Banks”), you request written assurance that the staff of the Division of Trading and Markets (“Division staff”) of the U.S. Securities and Exchange Commission (“Commission”) will not recommend enforcement action to the Commission under section 15F(f) of the Securities Exchange Act of 1934 (“Exchange Act”)1 and Rule 18a-7 thereunder (“Rule 18a-7”)2 if the Six Canadian Banks are registered with the Commission as security-based swap dealers (“SBSDs”) and file required periodic unaudited financial and operational information with the Commission or its designee in the same manner and format as certain prudentially-regulated SBSDs applying substituted compliance with respect to Rule 18a-7, as described below. Based on the Letter, I understand the following facts and circumstances are relevant to your request. Background The Canadian Banks The Letter states that the Six Canadian Banks are headquartered in Canada and their primary domestic regulator is the Office of the Superintendent of Financial Institutions (“OFSI”). 1 15 U.S.C. 78o-10. 2 17 CFR 240.18a-7.