```

[Congressional Bills 104th Congress]
[From the U.S. Government Publishing Office]
[H.R. 3005 Reported in House (RH)]

                                                 Union Calendar No. 310

104th CONGRESS

  2d Session

                               H. R. 3005

                          [Report No. 104-622]

_______________________________________________________________________

                                 A BILL

To amend the Federal securities laws in order to promote efficiency and 
capital formation in the financial markets, and to amend the Investment 
  Company Act of 1940 to promote more efficient management of mutual 
     funds, protect investors, and provide more effective and less 
                         burdensome regulation.

_______________________________________________________________________

                             June 17, 1996

  Reported with an amendment, committed to the Committee of the Whole 
       House on the State of the Union, and ordered to be printed

                                                 Union Calendar No. 310
104th CONGRESS
  2d Session
                                H. R. 3005

                          [Report No. 104-622]

To amend the Federal securities laws in order to promote efficiency and 
capital formation in the financial markets, and to amend the Investment 
  Company Act of 1940 to promote more efficient management of mutual 
     funds, protect investors, and provide more effective and less 
                         burdensome regulation.

_______________________________________________________________________

                    IN THE HOUSE OF REPRESENTATIVES

                             March 5, 1996

 Mr. Fields of Texas introduced the following bill; which was referred 
                      to the Committee on Commerce

                             June 17, 1996

  Reported with an amendment, committed to the Committee of the Whole 
       House on the State of the Union, and ordered to be printed
 [Strike out all after the enacting clause and insert the part printed 
                               in italic]
 [For text of introduced bill, see copy of bill as introduced on March 
                                5, 1996]

_______________________________________________________________________

                                 A BILL

 
To amend the Federal securities laws in order to promote efficiency and 
capital formation in the financial markets, and to amend the Investment 
  Company Act of 1940 to promote more efficient management of mutual 
     funds, protect investors, and provide more effective and less 
                         burdensome regulation.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE; TABLE OF CONTENTS.

    (a) Short Title.--This Act may be cited as the ``Securities 
Amendments of 1996''.
    (b) Table of Contents.--The table of contents of this Act is as 
follows:

Sec. 1. Short title; table of contents.

        TITLE I--CAPITAL MARKETS DEREGULATION AND LIBERALIZATION

Sec. 101. Short title.
Sec. 102. Creation of national securities markets.
Sec. 103. Margin requirements.
Sec. 104. Prospectus delivery.
Sec. 105. Exemptive authority.
Sec. 106. Promotion of efficiency, competition, and capital formation.
Sec. 107. Privatization of EDGAR.
Sec. 108. Coordination of Examining Authorities.
Sec. 109. Foreign press conferences.
Sec. 110. Report on Trust Indenture Act of 1939.

              TITLE II--INVESTMENT COMPANY ACT AMENDMENTS

Sec. 201. Short title.
Sec. 202. Funds of funds.
Sec. 203. Registration of securities.
Sec. 204. Investment company advertising prospectus.
Sec. 205. Variable insurance contracts.
Sec. 206. Reports to the Commission and shareholders.
Sec. 207. Books, records and inspections.
Sec. 208. Investment company names.
Sec. 209. Exceptions from definition of investment company.

        TITLE I--CAPITAL MARKETS DEREGULATION AND LIBERALIZATION

SEC. 101. SHORT TITLE.

    This title may be cited as the ``Capital Markets Deregulation and 
Liberalization Act of 1996''.

SEC. 102. CREATION OF NATIONAL SECURITIES MARKETS.

    (a) Securities Act of 1933.--
            (1) Amendment.--Section 18 of the Securities Act of 1933 
        (15 U.S.C. 77r) is amended to read as follows:

``SEC. 18. EXEMPTION FROM STATE REGULATION OF SECURITIES OFFERINGS.

    ``(a) Scope of Exemption.--Except as otherwise provided in this 
section, no law, rule, regulation, or order, or other administrative 
action of any State or Territory of the United States, or the District 
of Columbia, or any political subdivision thereof--
            ``(1) requiring, or with respect to, registration or 
        qualification of securities, or registration or qualification 
        of securities transactions, shall directly or indirectly apply 
        to a security that--
                    ``(A) is a covered security; or
                    ``(B) will be a covered security upon completion of 
                the transaction;
            ``(2) shall directly or indirectly prohibit, limit, or 
        impose conditions upon the use of--
                    ``(A) with respect to a covered security described 
                in subsection (b)(1) or (c)(1)--
                            ``(i) any offering document that is 
                        prepared by the issuer; or
                            ``(ii) any offering document that is not 
                        prepared by the issuer if such offering 
                        document is required to be and is filed with 
                        the Commission or any national securities 
                        organization registered under section 15A of 
                        the Securities Exchange Act of 1934 (15 U.S.C. 
                        78o-3);
                    ``(B) with respect to a covered security described 
                in paragraph (2), (3), or (4) of subsection (b), any 
                offering document; or
                    ``(C) any proxy statement, report to shareholders, 
                or other disclosure document relating to a covered 
                security or the issuer thereof that is required to be 
                and is filed with the Commission or any national 
                securities organization registered under section 15A of 
                the Securities Exchange Act of 1934 (15 U.S.C. 78o-3); 
                or
            ``(3) shall directly or indirectly prohibit, limit, or 
        impose conditions, based on the merits of such offering or 
        issuer, upon the offer or sale of any security described in 
        paragraph (1).
    ``(b) Covered Securities.--For purposes of this section, the 
following are covered securities:
            ``(1) Exclusive federal registration of nationally traded 
        securities.--A security is a covered security if such security 
        is--
                    ``(A) listed, or authorized for listing, on the New 
                York Stock Exchange or the American Stock Exchange, or 
                included or qualified for inclusion in the National 
                Market System of the National Association of Securities 
                Dealers Automated Quotation System (or any successor to 
                such entities);
                    ``(B) listed, or authorized for listing, on a 
                national securities exchange (or tier or segment 
                thereof) that has listing standards that the Commission 
                determines by rule (on its own initiative or on the 
                basis of a petition) are substantially similar to the 
                listing standards applicable to securities described in 
                subparagraph (A); or
                    ``(C) is a security of the same issuer that is 
                equal in seniority or senior to a security described in 
                subparagraph (A) or (B).
            ``(2) Exclusive federal registration of investment 
        companies.--A security is a covered security if such security 
        is a security issued by an investment company that is 
        registered under the Investment Company Act of 1940 (15 U.S.C. 
        80a et seq.).
            ``(3) Sales to qualified purchasers.--A security is a 
        covered security with respect to the offer or sale of the 
        security to qualified purchasers, as defined by the Commission 
        by rule. In prescribing such rule, the Commission may define 
        qualified purchaser differently with respect to different 
        categories of securities, consistent with the public interest 
        and the protection of investors.
            ``(4) Exemption in connection with certain exempt 
        offerings.--A security is a covered security if--
                    ``(A) the offer or sale of such security is exempt 
                from registration under this title pursuant to section 
                4(1) or 4(3), and--
                            ``(i) the issuer of such security files 
                        reports with the Commission pursuant to section 
                        13 or 15(d) of the Securities Exchange Act of 
                        1934 (15 U.S.C. 78m, 78o(d)); or
                            ``(ii) the issuer is exempt from filing 
                        such reports;
                    ``(B) such security is exempt from registration 
                under this title pursuant to section 4(4);
                    ``(C) the offer or sale of such security is exempt 
                from registration under this title pursuant to section 
                3(a), other than the offer or sale of a security that 
is exempt from such registration pursuant to paragraph (4) or (11) of 
such section, except that a municipal security that is exempt from such 
registration pursuant to paragraph (2) of such section is not a covered 
security with respect to the offer or sale of such security in the 
State in which such security is issued; or
                    ``(D) the offer or sale of such security is exempt 
                from registration under this title pursuant to 
                Commission rule or regulation under section 4(2) of 
                this title.
    ``(c) Conditionally Covered Securities.--
            ``(1) Federally registered offerings.--Subject to the 
        limitations contained in paragraphs (2) and (3), a security is 
        a covered security if--
                    ``(A) the issuer of such security has (or will have 
                upon conclusion of the transaction) total assets 
                exceeding $10,000,000;
                    ``(B) such security is the subject of a 
                registration statement that is filed with the 
                Commission pursuant to this title; and
                    ``(C) the issuer files with such registration 
                statement audited financial statements for each of the 
                two most recent fiscal years of its operations ending 
                before the filing of the registration statement.
            ``(2) Limitations for certain offerings.--Notwithstanding 
        paragraph (1), a security is not a covered security if such 
        security is--
                    ``(A) a security of an issuer which is a blank 
                check company (as defined in section 7(b) of this 
                title), a partnership, a limited liability company, or 
                a direct participation investment program;
                    ``(B) a penny stock (as such term is defined in 
                section 3(a)(51) of the Securities Exchange Act of 1934 
                (15 U.S.C. 78c(a)(51)); or
                    ``(C) a security issued in an offering relating to 
                a rollup transaction (as such term is defined in 
                paragraphs (4) and (5) of section 14(h) of such Act (15 
                U.S.C. 78n(h)(4), (5)).
            ``(3) Limitations based on misconduct.--Notwithstanding 
        paragraph (1), a security is not a covered security--
                    ``(A) with respect to any State, if the issuer, or 
                a principal officer or principal shareholder thereof--
                            ``(i) is subject to a statutory 
                        disqualification, as defined in subparagraph 
                        (A), (B), (C), or (D) of section 3(a)(39) of 
                        the Securities Exchange Act of 1934 (15 U.S.C. 
                        78c(a)(39));
                            ``(ii) has been convicted within 5 years 
                        prior to the offering of any felony under 
                        Federal or State law in connection with the 
                        offer, purchase, or sale of any security, or 
                        any felony under Federal or State law involving 
                        fraud or deceit; or
                            ``(iii) is currently named in and subject 
                        to any order, judgment, or decree of any court 
                        of competent jurisdiction acting pursuant to 
                        Federal or State law temporarily or permanently 
                        restraining or enjoining such issuer, officer, 
                        or shareholder from engaging in or continuing 
                        any conduct or practice in connection with a 
                        security; or
                    ``(B) with respect to a particular State, if the 
                issuer, or a principal officer or principal shareholder 
                thereof--
                            ``(i) has filed a registration statement 
                        which is the subject of a currently effective 
                        stop order entered pursuant to that State's 
                        securities laws within 5 years prior to the 
                        offering;
                            ``(ii) is currently named in and subject to 
                        any administrative enforcement order or 
                        judgment of that State's securities commission 
                        (or any agency or office performing like 
                        functions) entered within 5 years prior to the 
                        offering, or is currently named in and subject 
                        to any other administrative enforcement order 
                        or judgment of that State entered within 5 
                        years prior to the offering that finds fraud or 
                        deceit; or
                            ``(iii) is currently named in and subject 
                        to any administrative enforcement order or 
                        judgment of that State which prohibits or 
                        denies registration, or revokes the use of any 
                        exemption from registration, in connection with 
                        the offer, purchase, or sale of securities.
            ``(4) Exceptions to limitations.--
                    ``(A) Exemptions.--The limitations in paragraph 
                (3)(A) shall not apply if the Commission has exempted 
                the subject person from the application of such 
                paragraph by rule or order, and the limitations in 
                paragraph (3)(B) shall not apply if the securities 
                commission (or any agency or office performing like 
                functions) of the affected State has exempted the 
                subject person from the application of such paragraph 
                by rule or order.
                    ``(B) Reasonable steps.--The provisions of 
                paragraph (3) shall not apply if the issuer has taken 
                reasonable steps to ascertain whether any principal 
                officer or principal shareholder is subject to such 
                paragraph, and such steps do not reveal a person who is 
                subject to such paragraph. An issuer shall be 
                considered to have taken reasonable steps if such 
                issuer or its agent has conducted a search of any 
                centralized data bases that the Commission may 
                designate by rule, and has received an affidavit under 
                oath by each such principal officer or principal 
                shareholder stating that such officer or shareholder is 
                not subject to the provisions of paragraph (3).
                    ``(C) Effect of limitations on remedies.--
                Notwithstanding paragraph (3), an issuer shall not be 
                subject to a right of rescission under State securities 
                laws solely as a result of the operation of such 
                paragraph.
            ``(5) No effect under subsection (b).--No limitation under 
        this subsection shall affect the treatment of a security that 
        qualifies as a covered security under subsection (b).
    ``(d) Preservation of Authority.--
            ``(1) Fraud authority.--Consistent with this section, the 
        securities commission (or any agency or office performing like 
        functions) of any State or Territory of the United States, or 
        the District of Columbia, shall retain jurisdiction under the 
        laws of such State, Territory, or District to investigate and 
        bring enforcement actions with respect to fraud or deceit in 
        connection with securities or securities transactions.
            ``(2) Preservation of filing requirements.--
                    ``(A) Notice filings permitted.--Nothing contained 
                in this section shall prohibit the securities 
                commission (or any agency or office performing like 
                functions) of any State or Territory of the United 
                States, or the District of Columbia, from requiring the 
                filing of any documents filed with the Commission 
                pursuant to this title solely for notice purposes, 
                together with any required fee.
                    ``(B) Preservation of fees.--Until otherwise 
                provided by State law enacted after the date of 
                enactment of the Securities Amendments of 1996, filing 
                or registration fees with respect to securities or 
                securities transactions may continue to be collected in 
                amounts determined pursuant to State law as in effect 
                on the day before such date.
                    ``(C) Fees not permitted on listed securities.--
                Notwithstanding subparagraphs (A) and (B), no filing or 
                fee may be required with respect to any security that 
                is a covered security pursuant to subsection (b)(1) of 
                this section, or will be such a covered security upon 
                completion of the transaction, or is a security of the 
                same issuer that is equal in seniority or senior to a 
                security that is a covered security pursuant to such 
                subsection.
            ``(3) Enforcement of requirements.--Nothing in this section 
        shall prohibit the securities commission (or any agency or 
        office performing like functions) of any State or Territory of 
        the United States, or the District of Columbia, from suspending 
        the offer or sale of securities within such State, Territory, 
        or District as a result of the failure to submit any filing or 
        fee required under law and permitted under this section.
    ``(e) Definitions.--For purposes of this section:
            ``(1) Principal officer.--The term `principal officer' 
        means a director, chief executive officer, or chief financial 
        officer of an issuer, or any other officer performing like 
        functions.
            ``(2) Principal shareholder.--The term `principal 
        shareholder' means any person who is directly or indirectly the 
        beneficial owner of more than 20 percent of any class of equity 
        security of an issuer. When two or more persons act as a 
        partnership, limited partnership, syndicate, or other group for 
        the purpose of acquiring, holding, or disposing of securities 
        of an issuer, such syndicate or group shall be deemed a 
        `person' for purposes of this paragraph. In determining, for 
        purposes of this paragraph, any percentage of a class of any 
        security, such class shall be deemed to consist of the amount 
        of the outstanding securities of such class, exclusive of any 
        securities of such class held by or for the account of the 
        issuer or a subsidiary of the issuer.
            ``(3) Offering document.--The term `offering document' has 
        the meaning given the term `prospectus' by section 2(10), but 
        without regard to the provisions of clauses (a) and (b) of such 
        section, except that, with respect to a security described in 
        subsection (b)(2) of this section, such term also includes a 
        communication that is not deemed to offer such a security 
        pursuant to a rule of the Commission.
            ``(4) Prepared by the issuer.--Within 6 months after the 
        date of enactment of the Securities Amendments of 1996, the 
        Commission shall, by rule, define the term `prepared by the 
        issuer' for purposes of this section.''.
            (2) Study of uniformity.--The Securities Exchange 
        Commission shall conduct a study after consultation with 
        States, issuers, brokers, and dealers on the extent to which 
        uniformity of State regulatory requirements for securities or 
        securities transactions has been achieved for securities that 
        are not covered securities (within the meaning of section 18 of 
        the Securities Act of 1933 as amended by paragraph (1) of this 
        subsection). Such study shall specifically focus on the impact 
        of such uniformity or lack thereof on the cost of capital, 
        innovation and technological development in securities markets, 
        and duplicative regulation with respect to securities issuers 
        (including small business), brokers, and dealers and the effect 
        on investor protection. The Commission shall submit to the 
        Congress a report on the results of such study within one year 
        after the date of enactment of this Act.
    (b) Broker/Dealer Regulation.--
            (1) Amendment.--Section 15 of the Securities Exchange Act 
        of 1934 (15 U.S.C. 78o) is amended by adding at the end the 
        following new subsection:
    ``(h) Limitations on State Law.--
            ``(1) Capital, margin, books and records, bonding, and 
        reports.--No law, rule, regulation, or order, or other 
        administrative action of any State or political subdivision 
        thereof shall establish capital, custody, margin, financial 
        responsibility, making and keeping records, bonding, or 
        financial or operational reporting requirements for brokers, 
        dealers, municipal securities dealers, government securities 
        brokers, or government securities dealers that differ from, or 
        are in addition to, the requirements in those areas established 
        under this title. The Commission shall consult periodically the 
        securities commissions (or any agency or office performing like 
        functions) of the States concerning the adequacy of such 
        requirements as established under this title.
            ``(2) Exemption to permit service to customers.--No law, 
        rule, regulation, or order, or other administrative action of 
        any State or political subdivision thereof shall prohibit an 
        associated person from effecting a transaction described in 
        paragraph (3) for a customer in such State if--
                    ``(A) such associated person is not ineligible to 
                register with such State for any reason other than such 
                a transaction;
                    ``(B) such associated person is registered with a 
                registered securities association and at least one 
                State; and
                    ``(C) the broker or dealer with which such person 
                is associated is registered with such State.
            ``(3) Described transactions.--A transaction is described 
        in this paragraph if--
                    ``(A) such transaction is effected--
                            ``(i) on behalf of a customer that, for 30 
                        days prior to the day of the transaction, 
                        maintains an account with the broker or dealer; 
                        and
                            ``(ii) by an associated person (I) to which 
                        the customer was assigned for 14 days prior to 
                        the day of the transaction, and (II) who is 
                        registered with a State in which the customer 
                        was a resident or was present for at least 30 
                        consecutive days during the one-year period 
                        prior to the transaction;
                except that, if the customer is present in another 
                State for 30 or more consecutive days or has 
                permanently changed his or her residence to another 
                State, such transaction is not described in this 
                subparagraph unless the associated person files with 
                such State an application for registration within 10 
                business days of the later of the date of the 
                transaction or the date of the discovery of the 
                presence of the customer in the State for 30 or more 
                consecutive days or the change in the customer's 
                residence;
                    ``(B) the transaction is effected--
                            ``(i) on behalf of a customer that, for 30 
                        days prior to the day of the transaction, 
                        maintains an account with the broker or dealer; 
                        and
                            ``(ii) within the period beginning on the 
                        date on which such associated person files with 
                        the State in which the transaction is effected 
                        an application for registration and ending on 
                        the earlier of (I) 60 days after the date the 
                        application is filed, or (II) the time at which 
                        such State notifies the associated person that 
                        it has denied the application for registration 
                        or has stayed the pendency of the application 
                        for cause; or
                    ``(C) the transaction is one of 10 or fewer 
                transactions in a calendar year (excluding any 
                transactions described in subparagraph (A) or (B)) 
                which the associated person effects in the States in 
                which the associated person is not registered.
            ``(4) Alternate associated persons.--For purposes of 
        paragraph (3)(A)(ii), each of up to 3 associated persons who 
        are designated to effect transactions during the absence or 
        unavailability of the principal associated person for a 
        customer may be treated as an associated person to which such 
        customer is assigned for purposes of such paragraph.''.
            (2) Study.--Within 6 months after the date of enactment of 
        this Act, the Commission, after consultation with registered 
        securities associations, national securities exchanges, and 
        States, shall conduct a study of--
                    (A) the impact of disparate State licensing 
                requirements on associated persons of registered 
                brokers or dealers; and
                    (B) methods for States to attain uniform licensing 
                requirements for such persons.
            (3) Report.--Within one year after the date of enactment of 
        this Act, the Commission shall submit to the Congress a report 
        on the study conducted under paragraph (2). Such report shall 
        include recommendations concerning appropriate methods 
        described in paragraph (2)(B), including any necessary 
        legislative changes to implement such recommendations.
            (4) Technical amendment.--Section 28(a) of the Securities 
        Exchange Act of 1934 (15 U.S.C. 78bb(a)) is amended by striking 
        ``Nothing'' and inserting ``Except as otherwise specifically 
        provided elsewhere in this title, nothing''.

SEC. 103. MARGIN REQUIREMENTS.

    (a) Margin Requirements.--
            (1) Extensions of credit by broker-dealers.--Section 7(c) 
        of the Securities Exchange Act of 1934 (15 U.S.C. 78g(c)) is 
        amended to read as follows:
    ``(c) Unlawful Credit Extension to Customers.--
            ``(1) Prohibition.--It shall be unlawful for any member of 
        a national securities exchange or any broker or dealer, 
        directly or indirectly, to extend or maintain credit or arrange 
        for the extension or maintenance of credit to or for any 
        customer--
                    ``(A) on any security (other than an exempted 
                security), in contravention of the rules and 
                regulations which the Board of Governors of the Federal 
                Reserve System shall prescribe under subsections (a) 
                and (b) of this section;
                    ``(B) without collateral or on any collateral other 
                than securities, except in accordance with such rules 
                and regulations as the Board of Governors of the 
                Federal Reserve System may prescribe--
                            ``(i) to permit under specified conditions 
                        and for a limited period any such member, 
                        broker, or dealer to maintain a credit 
                        initially extended in conformity with the rules 
                        and regulations of the Board of governors of 
                        the Federal Reserve System; and
                            ``(ii) to permit the extension or 
                        maintenance of credit in cases where the 
                        extension or maintenance of credit is not for 
                        the purpose of purchasing or carrying 
                        securities or of evading or circumventing the 
                        provisions of subparagraph (A) of this 
                        paragraph.
            ``(2) Exception.--This subsection and the rules and 
        regulations thereunder shall not apply to any credit extended, 
        maintained, or arranged by a member of a national securities 
        exchange or a broker or dealer to or for a member of a national 
        securities exchange or a registered broker or dealer--
                    ``(A) a substantial portion of whose business 
                consists of transactions with persons other than 
                brokers or dealers; or
                    ``(B) to finance its activities as a market maker 
                or an underwriter;
        except that the Board of Governors of the Federal Reserve 
        System may impose such rules and regulations, in whole or in 
        part, on any credit otherwise exempted by this paragraph if it 
        determines that such action is necessary or appropriate in the 
        public interest or for the protection of investors.''.
            (2) Extensions of credit by other lenders.--Section 7(d) of 
        the Securities Exchange Act of 1934 (78 U.S.C. 78g(d)) is 
        amended to read as follows:
    ``(d) Unlawful Credit Extension in Violation of Rules and 
Regulations; Exception to Application of Rules, Etc.--
            ``(1) Prohibition.--It shall be unlawful for any person not 
        subject to subsection (c) of this section to extend or maintain 
        credit or to arrange for the extension or maintenance of credit 
        for the purpose of purchasing or carrying any security, in 
        contravention of such rules and regulations as the Board of 
        Governors of the Federal Reserve System shall prescribe to 
        prevent the excessive use of credit for the purchasing or 
        carrying of or trading in securities in circumvention of the 
        other provisions of this section. Such rules and regulations 
        may impose upon all loans made for the purpose of purchasing or 
        carrying securities limitations similar to those imposed upon 
        members, brokers, or dealers by subsection (c) of this section 
        and the rules and regulations thereunder.
            ``(2) Exceptions.--This subsection and the rules and 
        regulations thereunder shall not apply to any credit extended, 
        maintained, or arranged--
                    ``(A) by a person not in the ordinary course of 
                business;
                    ``(B) on an exempted security;
                    ``(C) to or for a member of a national securities 
                exchange or a registered broker or dealer--
                            ``(i) a substantial portion of whose 
                        business consists of transactions with persons 
                        other than brokers or dealers; or
                            ``(ii) to finance its activities as a 
                        market maker or an underwriter;
                    ``(D) by a bank on a security other than an equity 
                security; or
                    ``(E) as the Board of Governors of the Federal 
                Reserve System shall, by such rules, regulations, or 
                orders as it may deem necessary or appropriate in the 
                public interest or for the protection of investors, 
                exempt, either unconditionally or upon specified terms 
                and conditions or for stated periods, from the 
                operation of this subsection and the rules and 
                regulations thereunder;
        except that the Board of Governors of the Federal Reserve 
        System may impose such rules and regulations, in whole or in 
        part, on any credit otherwise exempted by subparagraph (C) of 
        this paragraph if it determines that such action is necessary 
        or appropriate in the public interest or for the protection of 
        investors.''.
    (b) Borrowing by Members, Brokers, and Dealers.--Section 8 of the 
Securities Exchange Act of 1934 (15 U.S.C. 78h) is amended--
            (1) by striking subsection (a), and
            (2) by redesignating subsections (b) and (c) as subsections 
        (a) and (b), respectively.

SEC. 104. PROSPECTUS DELIVERY.

    (a) Report on Electronic Delivery.--Within six months after the 
date of enactment of this Act, the Commission shall report to Congress 
on the steps the Commission has taken, or anticipates taking, to 
facilitate the electronic delivery of prospectuses to institutional and 
other investors.
    (b) Report on Advisory Committee Recommendations.--Within one year 
after the date of enactment of this Act, the Commission shall report to 
Congress on the Commission's views on the recommendations of the 
Advisory Committee on Capital Formation, including any actions taken to 
implement the recommendations of the Advisory Committee.

SEC. 105. EXEMPTIVE AUTHORITY.

    (a) General Exemptive Authority Under the Securities Act of 1933.--
Title I of the Securities Act of 1933 (15 U.S.C. 77a et seq.) is 
amended by adding at the end the following new section:

``SEC. 28. GENERAL EXEMPTIVE AUTHORITY.

    ``The Commission, by rules and regulations, may conditionally or 
unconditionally exempt any person, security, or transaction, or any 
class or classes of persons, securities, or transactions, from any 
provision or provisions of this title or of any rule or regulation 
thereunder, to the extent that such exemption is necessary or 
appropriate in the public interest, and is consistent with the 
protection of investors.''.
    (b) General Exemptive Authority Under the Securities Exchange Act 
of 1934.--Title I of the Securities Exchange Act of 1934 (15 U.S.C. 78a 
et seq.) is amended by adding at the end the following new section:

``SEC. 36. GENERAL EXEMPTIVE AUTHORITY.

    ``Notwithstanding any other provision of this title, the 
Commission, by rule, regulation, or order, may conditionally or 
unconditionally exempt any person, security, or transaction, or any 
class or classes of persons, securities, or transactions, from any 
provision or provisions of this title or of any rule or regulation 
thereunder, to the extent that such exemption is necessary or 
appropriate in the public interest, and is consistent with the 
protection of investors. The Commission shall by rules and regulations 
determine the procedures under which an exemptive order under this 
section shall be granted and may, in its sole discretion, decline to 
entertain any application for an order of exemption under this 
section.''.

SEC. 106. PROMOTION OF EFFICIENCY, COMPETITION, AND CAPITAL FORMATION.

    (a) Securities Act of 1933.--Section 2 of the Securities Act of 
1933 (15 U.S.C. 77b) is amended--
            (1) by inserting ``(a) Definitions.--'' after ``Sec. 2.''; 
        and
            (2) by adding at the end the following new subsection:
    ``(b) Consideration of Promotion of Efficiency, Competition, and 
Capital Formation.--Whenever pursuant to this title the Commission is 
engaged in rulemaking and is required to consider or determine whether 
an action is necessary or appropriate in the public interest, the 
Commission shall also consider, in addition to the protection of 
investors, whether the action will promote efficiency, competition, and 
capital formation.''.
    (b) Securities Exchange Act of 1934.--Section 3 of the Securities 
Exchange Act of 1934 (15 U.S.C. 78c) is amended by adding at the end 
the following new subsection:
    ``(f) Consideration of Promotion of Efficiency, Competition, and 
Capital Formation.--Whenever pursuant to this title the Commission is 
engaged in rulemaking, or in the review of a rule of a self-regulatory 
organization, and is required to consider or determine whether an 
action is necessary or appropriate in the public interest, the 
Commission shall also consider, in addition to the protection of 
investors, whether the action will promote efficiency, competition, and 
capital formation.''.
    (c) Investment Company Act of 1940.--Section 2 of the Investment 
Company Act of 1940 (15 U.S.C. 80a-2) is amended by adding at the end 
the following new subsection:
    ``(c) Consideration of Promotion of Efficiency, Competition, and 
Capital Formation.--Whenever pursuant to this title the Commission is 
engaged in rulemaking and is required to consider or determine whether 
an action is consistent with the public interest, the Commission shall 
also consider, in addition to the protection of investors, whether the 
action will promote efficiency, competition, and capital formation.''.

SEC. 107. PRIVATIZATION OF EDGAR.

    (a) Examination.--The Securities and Exchange Commission shall 
examine proposals for the privatization of the EDGAR system. Such 
examination shall promote competition in the automation and rapid 
collection and dissemination of information required to be disclosed. 
Such examination shall include proposals that maintain free public 
access to data filings in the EDGAR system.
    (b) Review and Report.--Within 180 days after the date of enactment 
of this Act, the Commission shall submit to the Congress a report on 
the examination under subsection (a). Such report shall include such 
recommendations for such legislative action as may be necessary to 
implement the proposal that the Commission determines most effectively 
achieves the objectives described in subsection (a).

SEC. 108. COORDINATION OF EXAMINING AUTHORITIES.

    (a) Amendments.--Section 17 of the Securities Exchange Act of 1934 
(15 U.S.C. 78q) is amended by adding at the end the following new 
subsection:
    ``(i) Coordination of Examining Authorities.--
            ``(1) Elimination of duplication.--The Commission and the 
        examining authorities, through cooperation and coordination of 
        examination and oversight as required by this subsection, shall 
        eliminate any unnecessary and burdensome duplication in the 
        examination process.
            ``(2) Planning conferences.--
                    ``(A) The Commission and the examining authorities 
                shall meet at least annually for a national general 
                planning conference to discuss coordination of 
                examination schedules and priorities and other areas of 
                interest relevant to examination coordination and 
                cooperation.
                    ``(B) Within each geographic region designated by 
                the Commission, the Commission and the relevant 
                examining authorities shall meet at least annually for 
a regional planning conference to discuss examination schedules and 
priorities and other areas of related interest, and to encourage 
information-sharing and to avoid unnecessary duplication of 
examinations.
            ``(3) Coordination tracking system for broker-dealer 
        examinations.--
                    ``(A) The Commission and the examining authorities 
                shall prepare, on a periodic basis in a uniform 
                computerized format, information on registered broker 
                and dealer examinations and shall submit such 
                information to the Commission.
                    ``(B) The Commission shall maintain a computerized 
                database of consolidated examination information to be 
                used for examination planning and scheduling and for 
                monitoring coordination of registered broker and dealer 
                examinations under this section.
            ``(4) Coordination of examinations.--
                    ``(A) The examining authorities shall share among 
                themselves such information, including reports of 
                examinations, customer complaint information, and other 
                non-public regulatory information, as appropriate to 
                foster a coordinated approach to regulatory oversight 
                of registered brokers and dealers subject to 
                examination by more than one examining authority.
                    ``(B) To the extent practicable, the examining 
                authorities shall assure that each registered broker 
                and dealer subject to examination by more than one 
                examining authority that requests a coordinated 
                examination shall have all requested aspects of the 
                examination conducted simultaneously and without 
                duplication of the areas covered. The examining 
                authorities shall also prepare an advance schedule of 
                all such coordinated examinations.
            ``(5) Prohibited non-coordinated examinations.--Any 
        examining authority that does not participate in a coordinated 
        examination pursuant to paragraph (4) of this subsection shall 
        not conduct a routine examination other than a coordinated 
        examination of that broker or dealer within 9 months of the 
        conclusion of a scheduled coordinated examination.
            ``(6) Examinations for cause.--At any time, any examining 
        authority may conduct an examination for cause of any broker or 
        dealer subject to its jurisdiction.
            ``(7) Broker-dealer examination evaluation panel.--The 
        Commission shall establish an examination evaluation panel 
        composed of representatives of registered brokers and dealers 
        that are members of more than one self-regulatory organization 
        that conducts routine examinations. Prior to each national 
        general planning conference required by paragraph (2)(A) of 
        this subsection, the Commission shall convene the examination 
        evaluation panel to review consolidated and statistical 
        information on the coordination of examinations and information 
        on examinations that are not coordinated, including the 
        findings of Commission examiners on the effectiveness of the 
        examining authorities in achieving coordinated examinations. 
        The Commission shall present any findings and recommendations 
        of the examination evaluation panel to the next meeting of the 
        national general planning conference, and shall report back to 
        the examination evaluation panel on the actions taken by the 
        examining authorities regarding those findings and 
        recommendations. The examination evaluation panel shall not be 
        subject to the Federal Advisory Committee Act (5 U.S.C. App.).
            ``(8) Report to congress.--Within one year after the date 
        of enactment of this Act, the Commission shall report to the 
        Congress on the progress it and the examining authorities have 
        made in reducing duplication and improving coordination in 
        registered broker and dealer examinations, and on the 
        activities of the examination evaluation panel. Such report 
        shall also indicate whether the Commission has identified 
        additional redundancies that have failed to be addressed in the 
        coordination of examining authorities, or any recommendations 
        of the examination evaluation panel established under paragraph 
        (7) of this subsection that have not been addressed by the 
        examining authorities or the Commission.''.
    (b) Definition.--Section 3(a) of the Securities Exchange Act of 
1934 (15 U.S.C. 78e) is amended by adding at the end the following 
paragraph:
            ``(54) The term `examining authority' means any self-
        regulatory organization registered with the Commission under 
        this title (other than registered clearing agencies) with the 
        authority to examine, inspect, and otherwise oversee the 
        activities of a registered broker or dealer.''.

SEC. 109. FOREIGN PRESS CONFERENCES.

    No later than one year after the date of enactment of this Act, the 
Commission shall adopt rules under the Securities Act of 1933 
concerning the status under the registration provisions of the 
Securities Act of 1933 of foreign press conferences and foreign press 
releases by persons engaged in the offer and sale of securities.

SEC. 110. REPORT ON TRUST INDENTURE ACT OF 1939.

    Within 6 months after the date of enactment of this Act, the 
Securities and Exchange Commission shall submit to the Congress a 
report on the benefits of, the continuing need for, and, if necessary, 
options for the modification or elimination of, the Trust Indenture Act 
of 1939 (15 U.S.C. 77aaa et seq.).

              TITLE II--INVESTMENT COMPANY ACT AMENDMENTS

SEC. 201. SHORT TITLE.

    This title may be cited as the ``Investment Company Act Amendments 
of 1996''.

SEC. 202. FUNDS OF FUNDS.

    Section 12(d)(1) of the Investment Company Act of 1940 (15 U.S.C. 
80a-12(d)(1)) is amended--
            (1) in subparagraph (E)(iii)--
                    (A) by striking ``in the event such investment 
                company is not a registered investment company,''; and
                    (B) by inserting ``in the event such investment 
                company is not a registered investment company'' after 
                ``(bb)'';
            (2) by redesignating existing subparagraphs (G) and (H) as 
        subparagraphs (H) and (I), respectively;
            (3) by inserting after subparagraph (F) the following new 
        subparagraph:
    ``(G) The provisions of this paragraph (1) shall not apply to 
securities of a registered open-end company (the `acquired company') 
purchased or otherwise acquired by a registered open-end company (the 
`acquiring company') if--
            ``(i) the acquired company and the acquiring company are 
        part of the same group of investment companies;
            ``(ii) the securities of the acquired company, securities 
        of other registered open-end companies that are part of the 
        same group of investment companies, Government securities, and 
        short-term paper are the only investments held by the acquiring 
        company;
            ``(iii)(I) the acquiring company does not pay and is not 
        assessed any charges or fees for distribution-related 
        activities with respect to securities of the acquired company 
        unless the acquiring company does not charge a sales load or 
        other fees or charges for distribution-related activities; or
            ``(II) any sales loads and other distribution-related fees 
        charged with respect to securities of the acquiring company, 
        when aggregated with any sales load and distribution-related 
        fees paid by the acquiring company with respect to securities 
        of the acquired company, are not excessive under rules adopted 
        pursuant to either section 22(b) or section 22(c) of this title 
        by a securities association registered under section 15A of the 
        Securities Exchange Act of 1934 or the Commission;
            ``(iv) the acquired company shall have a fundamental policy 
        that prohibits it from acquiring any securities of registered 
        open-end companies in reliance on this subparagraph or 
        subparagraph (F) of this subsection; and
            ``(v) such acquisition is not in contravention of such 
        rules and regulations as the Commission may from time to time 
        prescribe with respect to acquisitions in accordance with this 
        subparagraph as necessary and appropriate for the protection of 
        investors.
For purposes of this subparagraph, a `group of investment companies' 
shall mean any two or more registered investment companies that hold 
themselves out to investors as related companies for purposes of 
investment and investor services.''; and
            (4) adding at the end the following new subparagraph:
    ``(J) The Commission, by rules and regulations upon its own motion 
or by order upon application, may conditionally or unconditionally 
exempt any person, security, or transaction, or any class or classes of 
persons, securities, or transactions from any provisions of this 
subsection, if and to the extent such exemption is consistent with the 
public interest and the protection of investors.''.

SEC. 203. REGISTRATION OF SECURITIES.

    (a) Amendments to Registration Statements.--Section 24(e) of the 
Investment Company Act of 1940 (15 U.S.C. 80a-24(e)) is amended--
            (1) by striking paragraphs (1) and (2);
            (2) by redesignating paragraph (3) as subsection (e); and
            (3) in subsection (e) (as so redesignated) by striking 
        ``pursuant to this subsection or otherwise''.
    (b) Registration of Indefinite Amount of Securities.--Section 24(f) 
of the Investment Company Act of 1940 (15 U.S.C. 80a-24(f)) is amended 
to read as follows:
    ``(f) Registration of Indefinite Amount of Securities.--
            ``(1) Indefinite registration of securities.--Upon the 
        effectiveness of its registration statement under the 
        Securities Act of 1933, a face-amount certificate company, 
        open-end management company, or unit investment trust shall be 
        deemed to have registered an indefinite amount of securities.
            ``(2) Payment of registration fees.--Within 90 days after 
        the end of the company's fiscal year, the company shall pay a 
        registration fee to the Commission, calculated in the manner 
        specified in section 6(b) of the Securities Act of 1933, based 
        on the aggregate sales price for which its securities 
        (including, for this purpose, all securities issued pursuant to 
        a dividend reinvestment plan) were sold pursuant to a 
        registration of an indefinite amount of securities under this 
        subsection during the company's previous fiscal year reduced 
        by--
                    ``(A) the aggregate redemption or repurchase price 
                of the securities of the company during that year, and
                    ``(B) the aggregate redemption or repurchase price 
                of the securities of the company during any prior 
                fiscal year ending not more than 1 year before the date 
                of enactment of the Investment Company Act Amendments 
                of 1996 that were not used previously by the company to 
                reduce fees payable under this section.
            ``(3) Interest due on late payment.--A company paying the 
        fee or any portion thereof more than 90 days after the end of 
        the company's fiscal year shall pay to the Commission interest 
        on unpaid amounts, compounded daily, at the underpayment rate 
        established by the Secretary of the Treasury pursuant to 
        section 3717(a) of title 31, United States Code. The payment of 
        interest pursuant to the requirement of this paragraph shall 
        not preclude the Commission from bringing an action to enforce 
        the requirements of paragraph (2) of this subsection.
            ``(4) Rulemaking authority.--The Commission may adopt rules 
        and regulations to implement the provisions of this 
        subsection.''.
    (c) Effective Date.--The amendments made by this section shall be 
effective 6 months after the date of enactment of this Act or on such 
earlier date as the Commission may specify by rule.

SEC. 204. INVESTMENT COMPANY ADVERTISING PROSPECTUS.

    Section 24 of the Investment Company Act of 1940 (15 U.S.C. 80a-24) 
is amended by adding at the end the following new subsection:
    ``(g) In addition to the prospectuses permitted or required in 
section 10 of the Securities Act of 1933, the Commission shall permit, 
by rules or regulations deemed necessary or appropriate in the public 
interest or for the protection of investors, the use of a prospectus 
for the purposes of section 5(b)(1) of such Act with respect to 
securities issued by a registered investment company. Such a 
prospectus, which may include information the substance of which is not 
included in the prospectus specified in section 10(a) of the Securities 
Act of 1933, shall be deemed to be permitted by section 10(b) of such 
Act.''.

SEC. 205. VARIABLE INSURANCE CONTRACTS.

    (a) Unit Investment Trust Treatment.--Section 26 of the Investment 
Company Act of 1940 (15 U.S.C. 80a-26) is amended by adding at the end 
the following new subsection:
    ``(e)(1) Subsection (a) shall not apply to any registered separate 
account funding variable insurance contracts, or to the sponsoring 
insurance company and principal underwriter of such account.
    ``(2) It shall be unlawful for any registered separate account 
funding variable insurance contracts, or for the sponsoring insurance 
company of such account, to sell any such contract, unless--
            ``(A) the fees and charges deducted under the contract in 
        the aggregate are reasonable in relation to the services 
        rendered, the expenses expected to be incurred, and the risks 
        assumed by the insurance company, and the insurance company so 
represents in the registration statement for the contract; and
            ``(B) the insurance company (i) complies with all other 
        applicable provisions of this section as if it were a trustee 
        or custodian of the registered separate account; (ii) files 
        with the insurance regulatory authority of a State an annual 
        statement of its financial condition, which most recent 
        statement indicates that it has a combined capital and surplus, 
        if a stock company, or an unassigned surplus, if a mutual 
        company, of not less than $1,000,000, or such other amount as 
        the Commission may from time to time prescribe by rule as 
        necessary or appropriate in the public interest or for the 
        protection of investors; and (iii) together with its registered 
        separate accounts, is supervised and examined periodically by 
        the insurance authority of such State.
    ``(3) The Commission may adopt such rules and regulations under 
paragraph (2)(A) as it determines are necessary or appropriate in the 
public interest or for the protection of investors. For the purposes of 
such paragraph, the fees and charges deducted under the contract shall 
include all fees and charges imposed for any purpose and in any 
manner.''.
    (b) Periodic Payment Plan Treatment.--Section 27 of such Act (15 
U.S.C. 80a-27) is amended by adding at the end the following new 
subsection:
    ``(i)(1) This section shall not apply to any registered separate 
account funding variable insurance contracts, or to the sponsoring 
insurance company and principal underwriter of such account, except as 
provided in paragraph (2).
    ``(2) It shall be unlawful for any registered separate account 
funding variable insurance contracts, or for the sponsoring insurance 
company of such account, to sell any such contract unless (A) such 
contract is a redeemable security, and (B) the insurance company 
complies with section 26(e) and any rules or regulations adopted by the 
Commission thereunder.''.

SEC. 206. REPORTS TO THE COMMISSION AND SHAREHOLDERS.

    Section 30 of the Investment Company Act of 1940 (15 U.S.C. 80a-29) 
is amended--
            (1) by striking paragraph (1) of subsection (b) and 
        inserting the following:
            ``(1) such information, documents, and reports (other than 
        financial statements), as the Commission may require to keep 
        reasonably current the information and documents contained in 
        the registration statement of such company filed under this 
        title; and'';
            (2) by redesignating subsections (c), (d), (e), and (f) as 
        subsections (d), (e), (g), and (h), respectively;
            (3) by inserting after subsection (b) the following new 
        subsection:
    ``(c) In exercising its authority under subsection (b)(1) to 
require the filing of information, documents, and reports on a basis 
more frequently than semi-annually, the Commission shall take such 
steps as it deems necessary or appropriate, consistent with the public 
interest and the protection of investors, to avoid unnecessary 
reporting by, and minimize the compliance burdens on, registered 
investment companies and their affiliated persons. Such steps shall 
include considering and requesting public comment on--
            ``(1) feasible alternatives that minimize the reporting 
        burdens on registered investment companies; and
            ``(2) the utility of such information, documents, and 
        reports to the Commission in relation to the costs to 
        registered investment companies and their affiliated persons of 
        providing such information, documents, and reports.'';
            (4) by inserting after subsection (e) (as redesignated by 
        paragraph (2) of this section) the following new subsection:
    ``(f) The Commission may by rule require that semi-annual reports 
containing the information set forth in subsection (e) include such 
other information as the Commission deems necessary or appropriate in 
the public interest or for the protection of investors. In exercising 
its authority under this subsection, the Commission shall take such 
steps as it deems necessary or appropriate, consistent with the public 
interest and the protection of investors, to avoid unnecessary 
reporting by, and minimize the compliance burdens on, registered 
investment companies and their affiliated persons. Such steps shall 
include considering and requesting public comment on--
            ``(1) feasible alternatives that minimize the reporting 
        burdens on registered investment companies; and
            ``(2) the utility of such information to shareholders in 
        relation to the costs to registered investment companies and 
        their affiliated persons of providing such information to 
        shareholders.''; and
            (5) in subsection (g) (as so redesignated) by striking 
        ``subsections (a) and (d)'' and inserting ``subsections (a) and 
        (e)''.

SEC. 207. BOOKS, RECORDS AND INSPECTIONS.

    Section 31 of the Investment Company Act of 1940 (15 U.S.C. 80a-30) 
is amended--
            (1) by striking subsections (a) and (b) and inserting the 
        following:
    ``(a) Every registered investment company, and every underwriter, 
broker, dealer, or investment adviser that is a majority-owned 
subsidiary of such a company, shall maintain and preserve such records 
(as defined in section 3(a)(37) of the Securities Exchange Act of 1934) 
for such period or periods as the Commission, by rules and regulations, 
may prescribe as necessary or appropriate in the public interest or for 
the protection of investors. Every investment adviser not a majority-
owned subsidiary of, and every depositor of any registered investment 
company, and every principal underwriter for any registered investment 
company other than a closed-end company, shall maintain and preserve 
for such period or periods as the Commission shall prescribe by rules 
and regulations, such records as are necessary or appropriate to record 
such person's transactions with such registered company. In exercising 
its authority under this subsection, the Commission shall take such 
steps as it deems necessary or appropriate, consistent with the public 
interest and for the protection of investors, to avoid unnecessary 
recordkeeping by, and minimize the compliance burden on, persons 
required to maintain records under this subsection (hereinafter in this 
section referred to as `subject persons'). Such steps shall include 
considering, and requesting public comment on--
            ``(1) feasible alternatives that minimize the recordkeeping 
        burdens on subject persons;
            ``(2) the necessity of such records in view of the public 
        benefits derived from the independent scrutiny of such records 
        through Commission examination;
            ``(3) the costs associated with maintaining the information 
        that would be required to be reflected in such records; and
            ``(4) the effects that a proposed recordkeeping requirement 
        would have on internal compliance policies and procedures.
    ``(b) All records required to be maintained and preserved in 
accordance with subsection (a) of this section shall be subject at any 
time and from time to time to such reasonable periodic, special, and 
other examinations by the Commission, or any member or representative 
thereof, as the Commission may prescribe. For purposes of such 
examinations, any subject person shall make available to the Commission 
or its representatives any copies or extracts from such records as may 
be prepared without undue effort, expense, or delay as the Commission 
or its representatives may reasonably request. The Commission shall 
exercise its authority under this subsection with due regard for the 
benefits of internal compliance policies and procedures and the 
effective implementation and operation thereof.'';
            (2) by redesignating existing subsections (c) and (d) as 
        subsections (e) and (f), respectively; and
            (3) by inserting after subsection (b) the following new 
        subsections:
    ``(c) Notwithstanding any other provision of law, the Commission 
shall not be compelled to disclose any internal compliance or audit 
records, or information contained therein, provided to the Commission 
under this section. Nothing in this subsection shall authorize the 
Commission to withhold information from Congress or prevent the 
Commission from complying with a request for information from any other 
Federal department or agency requesting the information for purposes 
within the scope of its jurisdiction, or complying with an order of a 
court of the United States in an action brought by the United States or 
the Commission. For purposes of section 552 of title 5, United States 
Code, this section shall be considered a statute described in 
subsection (b)(3)(B) of such section 552.
    ``(d) For purposes of this section--
            ``(1) `internal compliance policies and procedures' means 
        policies and procedures designed by subject persons to promote 
        compliance with the Federal securities laws; and
            ``(2) `internal compliance and audit record' means any 
        record prepared by a subject person in accordance with internal 
        compliance policies and procedures.''.

SEC. 208. INVESTMENT COMPANY NAMES.

    Section 35(d) of the Investment Company Act of 1940 (15 U.S.C. 80a-
34(d)) is amended to read as follows:
    ``(d) It shall be unlawful for any registered investment company to 
adopt as a part of the name or title of such company, or of any 
securities of which it is the issuer, any word or words that the 
Commission finds are materially deceptive or misleading. The Commission 
is authorized, by rule, regulation, or order, to define such names or 
titles as are materially deceptive or misleading.''.

SEC. 209. EXCEPTIONS FROM DEFINITION OF INVESTMENT COMPANY.

    (a) Amendments.--Section 3(c) of the Investment Company Act of 1940 
(15 U.S.C. 80a-3(c)) is amended--
            (1) in paragraph (1), by inserting after the first sentence 
        the following new sentence: ``Such issuer nonetheless is deemed 
        to be an investment company for purposes of the limitations set 
        forth in section 12(d)(1)(A)(i) and (B)(i) governing the 
        purchase or other acquisition by such issuer of any security 
        issued by any registered investment company and the sale of any 
        security issued by any registered open-end company to any such 
        issuer.'';
            (2) in subparagraph (A) of paragraph (1)--
                    (A) by inserting after ``issuer,'' the first place 
                it appears the following: ``and is or, but for the 
                exception in this paragraph or paragraph (7), would be 
                an investment company,''; and
                    (B) by striking all that follows ``(other than 
                short-term paper)'' and inserting a period;
            (3) in paragraph (2)--
                    (A) by striking ``and acting as broker,'' and 
                inserting ``acting as broker, and acting as market 
                intermediary,''; and
                    (B) by adding at the end of such paragraph the 
                following new sentences: ``For the purposes of this 
                paragraph, the term `market intermediary' means any 
                person that regularly holds itself out as being willing 
                contemporaneously to engage in, and is regularly 
                engaged in the business of entering into, transactions 
                on both sides of the market for a financial contract or 
                one or more such financial contracts. For purposes of 
                the preceding sentence, the term `financial contract' 
                means any arrangement that (A) takes the form of an 
individually negotiated contract, agreement, or option to buy, sell, 
lend, swap, or repurchase, or other similar individually negotiated 
transaction commonly entered into by participants in the financial 
markets; (B) is in respect of securities, commodities, currencies, 
interest or other rates, other measures of value, or any other 
financial or economic interest similar in purpose or function to any of 
the foregoing; and (C) is entered into in response to a request from a 
counterparty for a quotation or is otherwise entered into and 
structured to accommodate the objectives of the counterparty to such 
arrangement.''; and
            (4) by striking paragraph (7) and inserting the following:
            ``(7)(A) Any issuer (i) whose outstanding securities are 
        owned exclusively by persons who, at the time of acquisition of 
        such securities, are qualified purchasers, and (ii) who is not 
        making and does not presently propose to make a public offering 
        of such securities. Securities that are owned by persons who 
        received the securities from a qualified purchaser as a gift or 
        bequest, or where the transfer was caused by legal separation, 
        divorce, death, or other involuntary event, shall be deemed to 
        be owned by a qualified purchaser, subject to such rules, 
        regulations, and orders as the Commission may prescribe as 
        necessary or appropriate in the public interest or for the 
        protection of investors.
            ``(B) Notwithstanding subparagraph (A), an issuer is within 
        the exception provided by this paragraph if--
                    ``(i) in addition to qualified purchasers, its 
                outstanding securities are beneficially owned by not 
                more than 100 persons who are not qualified purchasers 
                if (I) such persons acquired such securities on or 
                before December 31, 1995, and (II) at the time such 
                securities were acquired by such persons, the issuer 
                was excepted by paragraph (1) of this subsection; and
                    ``(ii) prior to availing itself of the exception 
                provided by this paragraph--
                            ``(I) such issuer has disclosed to such 
                        persons that future investors will be limited 
                        to qualified purchasers, and that ownership in 
                        such issuer is no longer limited to not more 
                        than 100 persons, and
                            ``(II) concurrently with or after such 
                        disclosure, such issuer has provided such 
                        persons with a reasonable opportunity to redeem 
                        any part or all of their interests in the 
                        issuer for their proportionate share of the 
                        issuer's current net assets, or the cash 
                        equivalent thereof.
            ``(C) An issuer that is excepted under this paragraph shall 
        nonetheless be deemed to be an investment company for purposes 
        of the limitations set forth in section 12(d)(1)(A)(i) and 
        (B)(i) governing the purchase or other acquisition by such 
        issuer of any security issued by any registered investment 
        company and the sale of any security issued by any registered 
        open-end company to any such issuer.
            ``(D) For purposes of determining compliance with this 
        paragraph and paragraph (1) of this subsection, an issuer that 
        is otherwise excepted under this paragraph and an issuer that 
        is otherwise excepted under paragraph (1) shall not be treated 
        by the Commission as being a single issuer for purposes of 
        determining whether the outstanding securities of the issuer 
        excepted under paragraph (1) are beneficially owned by not more 
        than 100 persons or whether the outstanding securities of the 
        issuer excepted under this paragraph are owned by persons that 
        are not qualified purchasers. Nothing in this provision 
shall be deemed to establish that a person is a bona fide qualified 
purchaser for purposes of this paragraph or a bona fide beneficial 
owner for purposes of paragraph (1) of this subsection.''.
    (b) Definition of Qualified Purchaser.--Section 2(a) of the 
Investment Company Act of 1940 (15 U.S.C. 80a-2(a)) is amended by 
inserting after paragraph (50) the following new paragraph:
            ``(51) `Qualified purchaser' means--
                    ``(A) any natural person who owns at least 
                $10,000,000 in securities of issuers that are not 
                controlled by such person, except that securities of 
                such a controlled issuer may be counted toward such 
                amount if such issuer is, or but for the exception in 
                paragraph (1) or (7) of section 3(c) would be, an 
                investment company;
                    ``(B) any trust not formed for the specific purpose 
                of acquiring the securities offered, as to which the 
                trustee or other person authorized to make decisions 
                with respect to the trust, and each settlor or other 
                person who has contributed assets to the trust, is a 
                person described in subparagraph (A) or (C); or
                    ``(C) any person, acting for its own account or the 
                accounts of other qualified purchasers, who in the 
                aggregate owns and invests on a discretionary basis, 
                not less than $100,000,000 in securities of issuers 
                that are not affiliated persons (as defined in 
                paragraph (3)(C) of this subsection) of such person, 
                except that securities of such an affiliated person 
                issuer may be counted toward such amount if such issuer 
                is, or but for the exception in paragraph (1) or (7) of 
                section 3(c) would be, an investment company.
        The Commission may adopt such rules and regulations governing 
        the persons and trusts specified in subparagraphs (A), (B), and 
        (C) of this paragraph as it determines are necessary or 
        appropriate in the public interest and for the protection of 
        investors.''.
    (c) Conforming Amendment.--The last sentence of section 3(a) of the 
Investment Company Act of 1940 (15 U.S.C. 80a-3(a)) is amended--
            (1) by inserting ``(i)'' after ``of the owner''; and
            (2) by inserting before the period the following: ``, and 
        (ii) which are not relying on the exception from the definition 
        of investment company in subsection (c)(1) or (c)(7) of this 
        section''.
    (d) Rulemaking Required.--
            (1) Implementation of section 3(c)(1)(b).--Within one year 
        after the date of enactment of this Act, the Commission shall 
        prescribe rules to implement the requirements of section 
        3(c)(1)(B) of the Investment Company Act of 1940 (15 U.S.C. 
        80a-3(c)(1)(B)).
            (2) Employee exception.--Within one year after the date of 
        enactment of this Act, the Commission shall prescribe rules 
        pursuant to its authority under section 6 of the Investment 
        Company Act of 1940 (15 U.S.C. 80a-6) to permit the ownership 
        by knowledgeable employees of an issuer or an affiliated person 
        of the issuer of the securities of that issuer or affiliated 
        person without loss of the issuer's exception under section 
        3(c)(1) or 3(c)(7) of such Act from treatment as an investment 
        company under such Act.
```