Bank One Corporation - Page 192

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                              iii.  Reduce Cost of Funding                            
               End users also use interest rate swaps to reduce the                   
          transaction costs which are a natural consequence of raising                
          funds.  If, for example, a corporation wants to borrow at a fixed           
          rate but has a shelf registration for commercial paper paying a             
          floating interest rate, the corporation may be able to minimize             
          its transaction costs by issuing commercial paper with a floating           
          rate and then swapping the commercial paper for an obligation               
          with a fixed rate.                                                          
                    2.  Dealers                                                       
                         a.  Typical Dealers                                          
               Since at least 1992, the swaps market has been almost                  
          entirely intermediated by institutions acting as dealers.  Swaps            
          dealers are generally major financial institutions (e.g.,                   
          securities firms and banks such as FNBC) which hold themselves              
          out as market-makers; i.e., entities ready and willing to take              
          either side of a swap transaction for the purpose of earning a              
          profit by originating new swaps.17  On some occasions, these                
          institutions enter into swaps in their capacity as swaps dealers.           
          On other occasions, these institutions enter into swaps in their            
          capacity as end users to manage the overall structure of their              
          portfolios to minimize the net exposure to interest rate                    


          17 In performing this market-making function, dealers act                   
          more as principals than as agents in transactions.                          




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