Prohibition Against Fraud, Manipulation, or Deception in Connection With Security-Based Swaps; Prohibition Against Undue Influence Over Chief Compliance Officers

The Securities and Exchange Commission ("SEC" or "Commission") is adopting a final rule, under the Securities Exchange Act of 1934 ("Exchange Act"), that is designed to prevent fraud, manipulation, and deception in connection with effecting any transaction in, or attempting to effect any transaction in, or purchasing or selling, or inducing or attempting to induce the purchase or sale of, any security-based swap. The rule takes into account the features fundamental to a security-based swap and the broad definitions of purchase and sale under the Exchange Act as they relate to security- based swaps. In addition, the Commission is adopting a final rule, under the Exchange Act, that makes it unlawful for any officer, director, supervised person, or employee of a security-based swap dealer ("SBSD") or major security-based swap participant ("MSBSP") (each SBSD and each MSBSP also referred to as an "SBS Entity" and together referred to as "SBS Entities"), or any person acting under such person's direction, to directly or indirectly take any action to coerce, manipulate, mislead, or fraudulently influence the SBS Entity's chief compliance officer ("CCO") in the performance of their duties under the Federal securities laws or the rules and regulations thereunder.