IIB 

111TH CONGRESS 

1ST SESSION H. R. 2947 

IN THE SENATE OF THE UNITED STATES 

SEPTEMBER 16, 2009 

Received; read twice and referred to the Committee on Banking, Housing, and 

Urban Affairs 

AN ACT 

To amend the Federal securities laws to make technical 

corrections and to make conforming amendments related 

to the repeal of the Public Utility Holding Company 

Act of 1935. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 


smartinez on DSKB9S0YB1PROD with BILLS
2 

HR 2947 RFS 

1 SECTION 1. SHORT TITLE. 

2 This Act may be cited as the ‘‘Securities Law Tech3 nical Corrections Act of 2009’’. 

4 SEC. 2. TECHNICAL CORRECTIONS. 

5 (a) SECURITIES ACT OF 1933.—The Securities Act 

6 of 1933 (15 U.S.C. 77a et seq.) is amended— 

7 (1) in section 3(a)(4) (15 U.S.C. 77c(a)(4)), by 

8 striking ‘‘individual;’’ and inserting ‘‘individual,’’; 

9 (2) in section 18(b)(1)(C) (15 U.S.C. 

10 77r(b)(1)(C)), by striking ‘‘is a security’’ and insert11 ing ‘‘a security’’; 

12 (3) in section 18(c)(2)(B)(i) (15 U.S.C. 

13 77r(c)(2)(B)(i)), by striking ‘‘State, or’’ and insert14 ing ‘‘State or’’; 

15 (4) in section 19(d)(6)(A) (15 U.S.C. 

16 77s(d)(6)(A)), by striking ‘‘in paragraph (1) of (3)’’ 

17 and inserting ‘‘in paragraph (1) or (3)’’; and 

18 (5) in section 27A(c)(1)(B)(ii) (15 U.S.C. 77z– 

19 2(c)(1)(B)(ii)), by striking ‘‘business entity;’’ and in20 serting ‘‘business entity,’’. 

21 (b) SECURITIES EXCHANGE ACT OF 1934.—The Se22 curities Exchange Act of 1934 (15 U.S.C. 78 et seq.) is 

23 amended— 

24 (1) in section 2(1)(a) (15 U.S.C. 78b(1)(a)), by 

25 striking ‘‘affected’’ and inserting ‘‘effected’’; 


smartinez on DSKB9S0YB1PROD with BILLS
3 

HR 2947 RFS 

1 (2) in section 3(a)(55)(A) (15 U.S.C. 

2 78c(a)(55)(A)), by striking ‘‘section 3(a)(12) of the 

3 Securities Exchange Act of 1934’’ and inserting 

4 ‘‘section 3(a)(12) of this Act’’; 

5 (3) in section 3(g) (15 U.S.C. 78c(g)), by strik6 ing ‘‘company, account person, or entity’’ and insert7 ing ‘‘company, account, person, or entity’’; 

8 (4) in section 10A(i)(1)(B)(i) (15 U.S.C. 78j– 

9 1(i)(1)(B)(i)), by striking ‘‘nonaudit’’ and inserting 

10 ‘‘non-audit’’; 

11 (5) in section 13(b)(1) (15 U.S.C. 78m(b)(1)), 

12 by striking ‘‘earning statement’’ and inserting 

13 ‘‘earnings statement’’; 

14 (6) in section 15(b)(1) (15 U.S.C. 78o(b)(1))— 

15 (A) by striking the sentence beginning 

16 ‘‘The order granting’’ and ending ‘‘from such 

17 membership.’’ in subparagraph (B); and 

18 (B) by inserting such sentence in the mat19 ter following such subparagraph after ‘‘are sat20 isfied.’’; 

21 (7) in section 15 (15 U.S.C. 78o), by redesig22 nating subsection (i), as added by section 303(f) of 

23 the Commodity Futures Modernization Act of 2000 

24 (114 Stat. 2763A–455), as subsection (j); 


smartinez on DSKB9S0YB1PROD with BILLS
4 

HR 2947 RFS 

1 (8) in section 15C(a)(2) (15 U.S.C. 78o– 

2 5(a)(2))— 

3 (A) by redesignating clauses (i) and (ii) as 

4 subparagraphs (A) and (B), respectively; 

5 (B) by striking the sentence beginning 

6 ‘‘The order granting’’ and ending ‘‘from such 

7 membership.’’ in such subparagraph (B), as re8 designated; and 

9 (C) by inserting such sentence in the mat10 ter following such redesignated subparagraph 

11 after ‘‘are satisfied.’’; 

12 (9) in section 16(a)(2)(C) (15 U.S.C. 

13 78p(a)(2)(C)), by striking ‘‘section 206(b)’’ and in14 serting ‘‘section 206B’’; 

15 (10) in section 17(b)(1)(B) (15 U.S.C. 

16 78q(b)(1)(B)), by striking ‘‘15A(k) gives’’ and in17 serting ‘‘15A(k), give’’; and 

18 (11) in section 21C(c)(2) (15 U.S.C. 78u– 

19 3(c)(2)), by striking ‘‘paragraph (1) subsection’’ and 

20 inserting ‘‘Paragraph (1)’’. 

21 (c) TRUST INDENTURE ACT OF 1939.—The Trust 

22 Indenture Act of 1939 (15 U.S.C. 77aaa et seq.) is 

23 amended— 


smartinez on DSKB9S0YB1PROD with BILLS
5 

HR 2947 RFS 

1 (1) in section 304(b) (15 U.S.C. 77ddd(b)), by 

2 striking ‘‘section 2 of such Act’’ and inserting ‘‘sec3 tion 2(a) of such Act’’; 

4 (2) in section 313(a)(4) (15 U.S.C. 

5 77mmm(a)(4)) by striking ‘‘subsection 311’’ and in6 serting ‘‘section 311(b)’’; and 

7 (3) in section 317(a)(1) (15 U.S.C. 

8 77qqq(a)(1)), by striking ‘‘(1),’’ and inserting ‘‘(1)’’. 

9 (d) INVESTMENT COMPANY ACT OF 1940.—The In10 vestment Company Act of 1940 (15 U.S.C. 80a–1 et seq.) 

11 is amended— 

12 (1) in section 2(a)(19) (15 U.S.C. 80a– 

13 2(a)(19)) by striking ‘‘clause (vi)’’ both places it ap14 pears in the last two sentences and inserting ‘‘clause 

15 (vii)’’; 

16 (2) in section 9(b)(4)(B) (15 U.S.C. 80a– 

17 9(b)(4)(B)), by inserting ‘‘or’’ after the semicolon at 

18 the end; 

19 (3) in section 12(d)(1)(J) (15 U.S.C. 80a– 

20 12(d)(1)(J)), by striking ‘‘any provision of this sub21 section’’ and inserting ‘‘any provision of this para22 graph’’; 

23 (4) in section 13(a)(3) (15 U.S.C. 80a– 

24 13(a)(3)), by inserting ‘‘or’’ after the semicolon at 

25 the end; 


smartinez on DSKB9S0YB1PROD with BILLS
6 

HR 2947 RFS 

1 (5) in section 17(f)(4) (15 U.S.C. 80a– 

2 17(f)(4)), by striking ‘‘No such member’’ and insert3 ing ‘‘No member of a national securities exchange’’; 

4 (6) in section 17(f)(6) (15 U.S.C. 80a– 

5 17(f)(6)), by striking ‘‘company may serve’’ and in6 serting ‘‘company, may serve’’; and 

7 (7) in section 61(a)(3)(B)(iii) (15 U.S.C. 80a– 

8 60(a)(3)(B)(iii))— 

9 (A) by striking ‘‘paragraph (1) of section 

10 205’’ and inserting ‘‘section 205(a)(1)’’; and 

11 (B) by striking ‘‘clause (A) or (B) of that 

12 section’’ and inserting ‘‘section 205(b)(1) or 

13 (2)’’. 

14 (e) INVESTMENT ADVISERS ACT OF 1940.—The In15 vestment Advisers Act of 1940 (15 U.S.C. 80b–1 et seq.) 

16 is amended— 

17 (1) in each of the following sections, by striking 

18 ‘‘principal business office’’ or ‘‘principal place of 

19 business’’ (whichever and wherever it appears) and 

20 inserting ‘‘principal office and place of business’’: 

21 sections 203(c)(1)(A), 203(k)(4)(B), 213(a), 222(b), 

22 and 222(c) (15 U.S.C. 80b–3(c)(1)(A), 80b– 

23 3(k)(4)(B), 80b–13(a), 80b–18a(b), and 80b– 

24 18a(c)); and 


smartinez on DSKB9S0YB1PROD with BILLS
7 

HR 2947 RFS 

1 (2) in section 206(3) (15 U.S.C. 80b–6(3)), by 

2 inserting ‘‘or’’ after the semicolon at the end. 

3 SEC. 3. CONFORMING AMENDMENTS FOR THE REPEAL OF 

4 THE PUBLIC UTILITY HOLDING COMPANY 

5 ACT OF 1935. 

6 (a) SECURITIES EXCHANGE ACT OF 1934.—The Se7 curities Exchange Act of 1934 (15 U.S.C. 78 et seq.) is 

8 amended— 

9 (1) in section 3(a)(47) (15 U.S.C. 78c(a)(47)), 

10 by striking ‘‘the Public Utility Holding Company 

11 Act of 1935 (15 U.S.C. 79a et seq.),’’; and 

12 (2) in section 12(k) (15 U.S.C. 78l(k)), by 

13 amending paragraph (7) to read as follows:

14 ‘‘(7) DEFINITION.—For purposes of this sub15 section, the term ‘emergency’ means— 

16 ‘‘(A) a major market disturbance charac17 terized by or constituting— 

18 ‘‘(i) sudden and excessive fluctuations 

19 of securities prices generally, or a substan20 tial threat thereof, that threaten fair and 

21 orderly markets; or 

22 ‘‘(ii) a substantial disruption of the 

23 safe or efficient operation of the national 

24 system for clearance and settlement of 


smartinez on DSKB9S0YB1PROD with BILLS
8 

HR 2947 RFS 

1 transactions in securities, or a substantial 

2 threat thereof; or 

3 ‘‘(B) a major disturbance that substan4 tially disrupts, or threatens to substantially dis5 rupt— 

6 ‘‘(i) the functioning of securities mar7 kets, investment companies, or any other 

8 significant portion or segment of the secu9 rities markets; or 

10 ‘‘(ii) the transmission or processing of 

11 securities transactions.’’. 

12 (3) in section 21(h)(2) (15 U.S.C. 78u(h)(2)), 

13 by striking ‘‘section 18(c) of the Public Utility Hold14 ing Company Act of 1935,’’. 

15 (b) TRUST INDENTURE ACT OF 1939.—The Trust 

16 Indenture Act of 1939 (15 U.S.C. 77aaa et seq.) is 

17 amended— 

18 (1) in section 303 (15 U.S.C. 77ccc), by 

19 amending paragraph (17) to read as follows: 

20 ‘‘(17) The terms ‘Securities Act of 1933’ and 

21 ‘Securities Exchange Act of 1934’ shall be deemed 

22 to refer, respectively, to such Acts, as amended, 

23 whether amended prior to or after the enactment of 

24 this title.’’; 


smartinez on DSKB9S0YB1PROD with BILLS
9 

HR 2947 RFS 

1 (2) in section 308 (15 U.S.C. 77hhh), by strik2 ing ‘‘Securities Act of 1933, the Securities Exchange 

3 Act of 1934, or the Public Utility Holding Company 

4 Act of 1935’’ each place it appears and inserting 

5 ‘‘Securities Act of 1933 or the Securities Exchange 

6 Act of 1934’’; 

7 (3) in section 310 (15 U.S.C. 77jjj), by striking 

8 subsection (c) (including the preceding heading); 

9 (4) in section 311 (15 U.S.C. 77kkk) by strik10 ing subsection (c); 

11 (5) in section 323(b) (15 U.S.C. 77www(b)), by 

12 striking ‘‘Securities Act of 1933, or the Securities 

13 Exchange Act of 1934, or the Public Utility Holding 

14 Company Act of 1935’’ and inserting ‘‘Securities Act 

15 of 1933 or the Securities Exchange Act of 1934’’; 

16 and 

17 (6) in section 326 (15 U.S.C. 77zzz), by strik18 ing ‘‘Securities Act of 1933, or the Securities Ex19 change Act of 1934, or the Public Utility Holding 

20 Company Act of 1935,’’ and inserting ‘‘Securities 

21 Act of 1933 or the Securities Exchange Act of 

22 1934’’. 

23 (c) INVESTMENT COMPANY ACT OF 1940.—The In24 vestment Company Act of 1940 (15 U.S.C. 80a–1 et seq.) 

25 is amended— 


smartinez on DSKB9S0YB1PROD with BILLS
10 

HR 2947 RFS 

1 (1) in section 2(a)(44) (15 U.S.C. 80a– 

2 2(a)(44)), by striking ‘‘Public Utility Holding Com3 pany Act of 1935,’’; 

4 (2) in section 3(c) (15 U.S.C. 80a–3(c)), by 

5 amending paragraph (8) to read as follows: 

6 ‘‘(8) [Repealed]’’; 

7 (3) in section 38(b) (15 U.S.C. 80a–37(b)), by 

8 striking ‘‘the Public Utility Holding Company Act of 

9 1935,’’; and 

10 (4) in section 50 (15 U.S.C. 80a–49), by strik11 ing ‘‘the Public Utility Holding Company Act of 

12 1935,’’. 

13 (d) INVESTMENT ADVISERS ACT OF 1940.—Section 

14 202(a)(21) of the Investment Advisers Act of 1940 (15 

15 U.S.C. 80b–2(a)(21)) is amended by striking ‘‘Public Util16 ity Holding Company Act of 1935,’’. 

Passed the House of Representatives September 15, 

2009. 

Attest: LORRAINE C. MILLER, 

Clerk. 


smartinez on DSKB9S0YB1PROD with BILLS