The Securities and Exchange Commission ("Commission") is adopting 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 adopting a conditional exemption that will 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 amending and redesignating an existing exemption from the definition of "dealer" for banks' securities lending activities as a conduit lender. In addition, the Commission is conforming a rule that grants a limited exemption from U.S. broker-dealer registration for foreign broker-dealers to the amended definitions of "broker" and "dealer" under the Exchange Act. Finally, the Commission is withdrawing three rules under the Exchange Act: A rule defining the term "bank" for purposes of the Exchange Act's definitions of "broker" and "dealer," due to judicial invalidation; a time-limited exemption for banks' securities activities, due to the passage of time; and an exemption from the definitions of "broker" and "dealer" for savings associations and savings banks, as the exemption no longer necessary in light of subsequent legislation.