SEC Release No. 33-9231/34-64794/39-2475 July 1, 2011 The SEC published an interim final rule to exempt offers and sales of security-based swaps from (1) all provisions of the Securities Act (other than the anti-fraud provisions of Section 17(a)), (2) the registration requirements of the Exchange Act, and (3) the provisions of the Trust Indenture Act, each pursuant to certain conditions. See also CWT Clients Friends Memo, Two Dodd-Frank Problems: the Effective Date and the Definitions (June 13, 2011). Please contact any of the following Cadwalader attorneys if you have any questions about this

SEC Release No. 34-64678 June 15, 2011 In the first of a series of actions relating to the forthcoming one year anniversary of the Dodd-Frank Act, the SEC provided guidance as to which requirements of Title VII of the Dodd-Frank Act will apply to security-based swap transactions on July 16. The guidance is intended to "make clear" that "substantially all" of Title VII's requirements will not go into effect on July 16. Further, the SEC took action to provide temporary relief to market participants from Section 29(b) of the Act, which generally voids contracts made in violation of the Exchange

SEC Release No. 34-64795 July 1, 2011 The SEC issued an order granting temporary relief from compliance with certain provisions of the Exchange Act in connection with the pending amendments to the definition of "security" to encompass security-based swaps. The SEC stated that the intent of the exemption is to maintain the "status quo" (to the extent that is possible) during implementation of Dodd-Frank. See also CWT Clients Friends Memo, Two Dodd-Frank Problems: the Effective Date and the Definitions (June 13, 2011). Please contact any of the following Cadwalader attorneys if you have any

July 1, 2011 The UCITS IV Directive Instrument 2011, which became operative on July 1, 2011, is now available on the website of the Financial Services Authority. The entry into force of this document transposes parts of the UCITS IV Directive into UK law, and amongst other areas, will affect the conditions of authorisation of management companies, the obligations of the depositary, and the obligations of investment companies. A policy statement on the UK implementation of UCITS IV from the Financial Services Authority is expected in due course. Cross References FSA Issues Near-Final Draft of

SEC Release No. 33-9228/34-64767/IA-3227 June 29, 2011 The SEC announced a settled administrative action against a broker-dealer that allegedly made inaccurate statements when selling auction rate securities to customers. In settling the proceeding, the broker-dealer agreed to, among other things, provide its customers the opportunity to sell back to the firm any auction rate securities purchased prior to the collapse of the ARS market in February 2008. The settlement follows in a long list of similar ARS-related actions brought by the SEC and FINRA in recent years. Cross References SEC Press