Exemptions for Banks Under Section 3(a)(5) of the Securities Exchange Act of 1934 and Related Rules

The Securities and Exchange Commission is publishing for comment proposed rules and rule amendments regarding exemptions from the definitions of "broker' and "dealer' under the Securities Exchange Act of 1934 ("Exchange Act') for banks' securities activities. In particular, the Commission is re-proposing a conditional exemption originally proposed in 2004 that would allow banks to effect riskless principal transactions with non-U.S. persons pursuant to Regulation S under the Securities Act of 1933 ("Securities Act'). The Commission also is proposing to amend and redesignate an existing exemption from the definition of "dealer' for banks' securities lending activities as a conduit lender. In addition, the Commission is proposing to amend a rule that grants a limited exemption from U.S. broker-dealer registration for foreign broker-dealers, conforming the rule to amended definitions of "broker' and "dealer' under the Exchange Act. Finally, the Commission is requesting comment on its intention to withdraw a rule defining the term "bank' for purposes of Sections 3(a)(4) and 3(a)(5) of the Exchange Act, because of judicial invalidation, a time-limited exemption for banks' securities activities, because of the passage of time, and an exemption from the definition of "broker' and "dealer' for savings associations and savings banks, an exemption no longer necessary because of the passage of the Regulatory Relief Act.