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.