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The Securities and Exchange Commission (the “SEC”) has adopted a new large trader reporting rule applicable to large traders and the registered broker-dealers executing their trades.  This rule, which is described in the attached memorandum, has been adopted to assist the SEC in identifying, and obtaining trading information about, market participants that conduct substantial trading activity in the U.S. securities markets.  The rule requires, subject to certain limitations, any person who, directly or indirectly, including through controlled entities, exercises investment discretion over accounts and effects purchases or sales of NMS securities (generally meaning U.S. exchange-traded equity securities) through registered broker-dealers in amounts exceeding two million shares or $20 million in a calendar day or twenty million shares or $200 million in a calendar month to register as a large trader by filing a Form 13H with the SEC.  The SEC will then issue a Large Trader Identification Number, which the large trader must provide to all of its registered broker-dealers.  The registered broker-dealers must perform certain recordkeeping, reporting and monitoring functions.  The rule’s compliance dates are December 1, 2011 for large traders and April 30, 2012 for registered broker-dealers.