On April 27, 2012, the Commodity Futures Trading Commission (the “CFTC”) and the Securities and Exchange Commission (the “SEC” and, together with the CFTC, the “Agencies”) published their joint final “entity definitions” rule (the “Entity Rule”) in a release (the “Entity Rule Release”) defining the terms “Swap Dealer” and “Security-Based Swap Dealer” (“SBS Dealer” and, together with Swap Dealer, “SD”), “Major Swap Participant” and “Major Security-Based Swap Participant” (together, “MSP”) and “Eligible Contract Participant” (“ECP”). The final rules related to the product definitions of “swap” and “security-based swap” are expected to be published by the Agencies in the coming months. The Entity Rule together with the pending product definitions are important because effective dates of many of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) implementing regulations are keyed off of the finalization of the definitions. SD and MSP registration will not be required until 60 days after the product definitions are finalized. The changes to the ECP definition will be effective on Dec. 31, 2012.

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