Treatment of Certain Communications Involving Security-Based Swaps That May Be Purchased Only by Eligible Contract Participants

We are adopting a rule under the Securities Act of 1933 ("Securities Act') to provide that certain communications involving security-based swaps will not be deemed to constitute "offers' of such security-based swaps for purposes of Section 5 of the Securities Act. The final rule covers the publication or distribution of price quotes that relate to security-based swaps that may be purchased only by persons who are eligible contract participants ("covered SBS') and are traded or processed on or through certain trading platforms. The final rule also covers a broker, dealer, or security-based swap dealer's publication or distribution of written communications that discuss covered SBS and that meet the definition of "research report' in Rule 139(d) under the Securities Act and certain other conditions.