On November 2, 2023, the SEC adopted Regulation SE to govern the registration and regulation of SBSEFs. In general, Regulation SE (i) permits the execution of security-based swaps (“SBS”) on SBSEFs, provided the parties to each transaction are ECPs and certain other conditions are satisfied and (ii) if the SEC makes a mandatory clearing determination with respect to an SBS and that SBS has been “made available to trade” on an SBSEF, then that SBS is subject to the “trade execution requirement,” meaning that such SBS must trade on an SBSEF. On January 29, 2025, the Commission granted registration as an SBSEF to each of the eight applicants which applied on Form SBSEF on or prior to April 12, 2024; the registrations will be effective on February 28, 2025. Market participants may consider the points set forth in this memorandum in connection with the adoption of Regulation SE and the subsequent SBSEF registration approvals.