SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 
(a) SHORT TITLE.—This Act may be cited as the 
‘‘Securities Act of 2008’’. 
(b) TABLE OF CONTENTS.—The table of contents for 
this Act is as follows: 
Sec. 1. Short title; table of contents. 
Sec. 2. Authority to impose civil penalties in cease and desist proceedings. 
Sec. 3. Formerly associated persons. 
Sec. 4. Scope of exemption from State securities regulation. 
Sec. 5. Covered securities. 
Sec. 6. Collateral bars. 
Sec. 7. Unlawful margin lending. 
Sec. 8. Securities Investor Protection Act of 1970 amendments. 
Sec. 9. Annual testimony on reducing complexity in financial reporting. 
Sec. 10. Equal treatment for self-regulatory organization rules. 
Sec. 11. Lost and stolen securities. 
Sec. 12. Fingerprinting. 
Sec. 13. Clarification that section 205 of the Investment Advisers Act of 1940 
does not apply to State-registered advisers. 
Sec. 14. Amendments to section 31 of the Securities Exchange Act of 1934. 
Sec. 15. Protecting confidentiality of materials submitted to Commission. 
Sec. 16. Sharing privileged information with other authorities. 
Sec. 17. Technical corrections. 
Sec. 18. Conforming amendments for the repeal of the Public Utility Holding 
Company Act of 1935. 
Sec. 19. Nationwide service of subpoenas. 
SEC. 2. AUTHORITY TO IMPOSE CIVIL PENALTIES IN CEASE 
AND DESIST PROCEEDINGS. 
(a) UNDER THE SECURITIES ACT OF 1933.—Section 
8A of the Securities Act of 1933 (15 U.S.C. 77h–1) is 
amended by adding at the end the following new sub-
section: 
‘‘(g) AUTHORITY TO IMPOSE MONEY PENALTIES.— 
‘‘(1) GROUNDS FOR IMPOSING.—In any cease- 
and-desist proceeding under subsection (a), the 
Commission may impose a civil penalty on a person
if it finds, on the record after notice and opportunity 
for hearing, that— 
‘‘(A) such person— 
‘‘(i) is violating or has violated any 
provision of this title, or any rule or regu-
lation thereunder; or 
‘‘(ii) is or was a cause of the violation 
of any provision of this title, or any rule or 
regulation thereunder; and 
‘‘(B) such penalty is in the public interest. 
‘‘(2) MAXIMUM AMOUNT OF PENALTY.— 
‘‘(A) FIRST TIER.—The maximum amount 
of penalty for each act or omission described in 
paragraph (1) shall be $6,500 for a natural 
person or $65,000 for any other person. 
‘‘(B) 
SECOND
TIER.—Notwithstanding 
paragraph (A), the maximum amount of pen-
alty for each such act or omission shall be 
$65,000 for a natural person or $325,000 for 
any other person if the act or omission de-
scribed in paragraph (1) involved fraud, deceit, 
manipulation, or deliberate or reckless dis-
regard of a regulatory requirement. 
‘‘(C) THIRD TIER.—Notwithstanding para-
graphs (A) and (B), the maximum amount of
penalty for each such act or omission shall be 
$130,000 for a natural person or $650,000 for 
any other person if— 
‘‘(i) the act or omission described in 
paragraph (1) involved fraud, deceit, ma-
nipulation, or deliberate or reckless dis-
regard of a regulatory requirement; and 
‘‘(ii) such act or omission directly or 
indirectly resulted in substantial losses or 
created a significant risk of substantial 
losses to other persons or resulted in sub-
stantial pecuniary gain to the person who 
committed the act or omission. 
‘‘(3) EVIDENCE
CONCERNING
ABILITY
TO 
PAY.—In any proceeding in which the Commission 
may impose a penalty under this section, a respond-
ent may present evidence of the respondent’s ability 
to pay such penalty. The Commission may, in its 
discretion, consider such evidence in determining 
whether such penalty is in the public interest. Such 
evidence may relate to the extent of such person’s 
ability to continue in business and the collectability 
of a penalty, taking into account any other claims of 
the United States or third parties upon such per-
son’s assets and the amount of such person’s as-
sets.’’. 
(b) UNDER THE SECURITIES EXCHANGE ACT OF 
1934.—Subsection (a) of section 21B of the Securities 
Exchange Act of 1934 (15 U.S.C. 78u–2(a)) is amend-
ed— 
(1) by striking ‘‘(a) COMMISSION AUTHORITY 
TO
ASSESS
MONEY
PENALTIES.—In any pro-
ceeding’’ and inserting the following: 
‘‘(a) COMMISSION AUTHORITY TO ASSESS MONEY 
PENALTIES.— 
‘‘(1) IN GENERAL.—In any proceeding’’; 
(2) by redesignating paragraphs (1) through 
(4) of such subsection as subparagraphs (A) through 
(D), respectively and moving such redesignated sub-
paragraphs and the matter following such subpara-
graphs 2 ems to the right; and 
(3) by adding at the end of such subsection the 
following new paragraph: 
‘‘(2) 
CEASE-AND-DESIST
PROCEEDINGS.—In 
any proceeding instituted pursuant to section 21C of 
this title against any person, the Commission may 
impose a civil penalty if it finds, on the record after 
notice and opportunity for hearing, that such per-
son—
‘‘(A) is violating or has violated any provi-
sion of this title, or any rule or regulation 
thereunder; or 
‘‘(B) is or was a cause of the violation of 
any provision of this title, or any rule or regula-
tion thereunder.’’. 
(c) UNDER
THE INVESTMENT COMPANY ACT
OF 
1940.—Paragraph (1) of section 9(d) of the Investment 
Company Act of 1940 (15 U.S.C. 80a–9(d)(1)) is amend-
ed— 
(1) by striking ‘‘(1) AUTHORITY OF COMMIS-
SION.—In any proceeding’’ and inserting the fol-
lowing: 
‘‘(1) AUTHORITY OF COMMISSION.— 
‘‘(A) IN GENERAL.—In any proceeding’’; 
(2) by redesignating subparagraphs (A) through 
(C) of such paragraph as clauses (i) through (iii), 
respectively and by moving such redesignated clauses 
and the matter following such subparagraphs 2 ems 
to the right; and 
(3) by adding at the end of such paragraph the 
following new subparagraph: 
‘‘(B) CEASE-AND-DESIST PROCEEDINGS.— 
In any proceeding instituted pursuant to sub-
section (f) against any person, the Commission
may impose a civil penalty if it finds, on the 
record after notice and opportunity for hearing, 
that such person— 
‘‘(i) is violating or has violated any 
provision of this title, or any rule or regu-
lation thereunder; or 
‘‘(ii) is or was a cause of the violation 
of any provision of this title, or any rule or 
regulation thereunder.’’. 
(d) UNDER THE INVESTMENT ADVISERS ACT OF 
1940.—Paragraph (1) of section 203(i) of the Investment 
Advisers Act of 1940 (15 U.S.C. 80b–3(i)(1)) is amend-
ed— 
(1) by striking ‘‘(1) AUTHORITY OF COMMIS-
SION.—In any proceeding’’ and inserting the fol-
lowing: 
‘‘(1) AUTHORITY OF COMMISSION.— 
‘‘(A) IN GENERAL.—In any proceeding’’; 
(2) by redesignating subparagraphs (A) through 
(D) of such paragraph as clauses (i) through (iv), 
respectively and moving such redesignated clauses 
and the matter following such subparagraphs 2 ems 
to the right; and 
(3) by adding at the end of such paragraph the 
following new subparagraph:
‘‘(B) CEASE-AND-DESIST PROCEEDINGS.— 
In any proceeding instituted pursuant to sub-
section (k) against any person, the Commission 
may impose a civil penalty if it finds, on the 
record after notice and opportunity for hearing, 
that such person— 
‘‘(i) is violating or has violated any 
provision of this title, or any rule or regu-
lation thereunder; or 
‘‘(ii) is or was a cause of the violation 
of any provision of this title, or any rule or 
regulation thereunder.’’. 
SEC. 3. FORMERLY ASSOCIATED PERSONS. 
(a) MEMBER OR EMPLOYEE OF THE MUNICIPAL SE-
CURITIES RULEMAKING BOARD.—Section 15B(c)(8) of 
the Securities Exchange Act of 1934 (15 U.S.C. 78o– 
4(c)(8)) is amended by striking ‘‘any member or em-
ployee’’ and inserting ‘‘any person who is, or at the time 
of the alleged misconduct was, a member or employee’’. 
(b) PERSON ASSOCIATED WITH A GOVERNMENT SE-
CURITIES BROKER OR DEALER.—Section 15C of the Se-
curities Exchange Act of 1934 (15 U.S.C. 78o–5) is 
amended— 
(1) in subsection (c)(1)(C), by striking ‘‘or 
seeking to become associated,’’ and inserting ‘‘seek-
ing to become associated, or, at the time of the al-
leged misconduct, associated or seeking to become 
associated’’; 
(2) in subsection (c)(2)(A), by inserting ‘‘, seek-
ing to become associated, or, at the time of the al-
leged misconduct, associated or seeking to become 
associated’’ after ‘‘any person associated’’; and 
(3) in subsection (c)(2)(B), by inserting ‘‘, 
seeking to become associated, or, at the time of the 
alleged misconduct, associated or seeking to become 
associated’’ after ‘‘any person associated’’. 
(c) PERSON ASSOCIATED WITH A MEMBER OF A NA-
TIONAL SECURITIES EXCHANGE OR REGISTERED SECURI-
TIES ASSOCIATION.—Section 21(a)(1) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78u(a)(1)) is amended 
by inserting ‘‘, or, as to any act or practice, or omission 
to act, while associated with a member, formerly associ-
ated’’ after ‘‘member or a person associated’’. 
(d) PARTICIPANT
OF
A REGISTERED CLEARING 
AGENCY.—Section 21(a)(1) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78u(a)(1)) is amended by insert-
ing ‘‘or, as to any act or practice, or omission to act, while 
a participant, was a participant,’’ after ‘‘in which such 
person is a participant,’’.
(e) OFFICER OR DIRECTOR OF A SELF-REGULATORY 
ORGANIZATION.—Section 19(h)(4) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78s(h)(4)) is amended— 
(1) by striking ‘‘any officer or director’’ and in-
serting ‘‘any person who is, or at the time of the al-
leged misconduct was, an officer or director’’; and 
(2) by striking ‘‘such officer or director’’ and 
inserting ‘‘such person’’. 
(f) OFFICER OR DIRECTOR OF AN INVESTMENT COM-
PANY.—Section 36(a) of the Investment Company Act of 
1940 (15 U.S.C. 80a–35(a)) is amended— 
(1) by striking ‘‘a person serving or acting’’ and 
inserting ‘‘a person who is, or at the time of the al-
leged misconduct was, serving or acting’’; and 
(2) by striking ‘‘such person so serves or acts’’ 
and inserting ‘‘such person so serves or acts, or at 
the time of the alleged misconduct, so served or 
acted’’. 
SEC. 4. SCOPE OF EXEMPTION FROM STATE SECURITIES 
REGULATION. 
Section 18(b)(1) of the Securities Act of 1933 (15 
U.S.C. 77r(b)(1)) is amended— 
(1) in subparagraph (A)— 
(A) by striking ‘‘or the American Stock 
Exchange, or listed, or authorized for listing, on
the National Market System of the Nasdaq 
Stock Market (or any successor to such enti-
ties)’’ and inserting ‘‘, the American Stock Ex-
change, or the Nasdaq Stock Market (or any 
successor to such entities)’’; and 
(B) by inserting before the semicolon the 
following: ‘‘, except that a security listed, or au-
thorized for listing, on the New York Stock Ex-
change, the American Stock Exchange, or the 
Nasdaq Stock Market (or any successor to such 
entities) shall not be a covered security if the 
exchange adopts listing standards pursuant to 
section 19(b) of the Securities Exchange Act of 
1934 (15 U.S.C. 78s(b)) that designates a tier 
or segment of such securities as securities that 
are not covered securities for purposes of this 
section and such security is listed, or authorized 
for listing, on such tier or segment’’; and 
(2) in subparagraph (B), by inserting ‘‘covered’’ 
after ‘‘applicable to’’. 
SEC. 5. COVERED SECURITIES. 
(a) WARRANTS AND RIGHTS.—Section 18(b)(1) of 
the Securities Act of 1933 (15 U.S.C. 77r(b)(1)) is 
amended—
(1) in subparagraph (B), by striking ‘‘or’’ at 
the end; 
(2) in subparagraph (C), by striking the period 
at the end and inserting ‘‘; or’’; and 
(3) by adding at the end the following: 
‘‘(D) a warrant or right to subscribe to or 
purchase any of the foregoing.’’. 
(b) EXEMPT OFFERINGS.—Section 18(b)(4)(D) of 
the Securities Act of 1933 (15 U.S.C. 77r(b)(4)(D)) is 
amended to read as follows: 
‘‘(D) Commission rules or regulations 
issued under section 4(2), except that this sub-
paragraph does not prohibit a State from im-
posing notice filing requirements that are sub-
stantially similar to those required by rule or 
regulation under section 4(2) that are in effect 
on September 1, 1996, including information 
corresponding to that in all the parts and the 
appendix to Form D.’’. 
SEC. 6. COLLATERAL BARS. 
(a) SECTION 15(b)(6)(A) OF THE SECURITIES EX-
CHANGE ACT OF 1934.—Section 15(b)(6)(A) of the Secu-
rities Exchange Act of 1934 (15 U.S.C. 78o(b)(6)(A)) is 
amended by striking ‘‘12 months, or bar such person from 
being associated with a broker or dealer,’’ and inserting
‘‘12 months, or bar any such person from being associated 
with a broker, dealer, investment adviser, municipal secu-
rities dealer, or transfer agent,’’. 
(b) SECTION 15B(c)(4) OF THE SECURITIES EX-
CHANGE ACT OF 1934.—Section 15B(c)(4) of the Securi-
ties Exchange Act of 1934 (15 U.S.C. 78o–4(c)(4)) is 
amended by striking ‘‘twelve months or bar any such per-
son from being associated with a municipal securities deal-
er,’’ and inserting ‘‘twelve months or bar any such person 
from being associated with a broker, dealer, investment 
adviser, municipal securities dealer, or transfer agent,’’. 
(c) SECTION 17A(c)(4)(C) OF THE SECURITIES EX-
CHANGE ACT OF 1934.—Section 17A(c)(4)(C) of the Se-
curities Exchange Act of 1934 (15 U.S.C. 78q–1(c)(4)(C)) 
is amended by striking ‘‘twelve months or bar any such 
person from being associated with the transfer agent,’’ 
and inserting ‘‘twelve months or bar any such person from 
being associated with any transfer agent, broker, dealer, 
investment adviser, or municipal securities dealer,’’. 
(d) SECTION 203(f) OF THE INVESTMENT ADVISERS 
ACT OF 1940.—Section 203(f) of the Investment Advisers 
Act of 1940 (15 U.S.C. 80b–3(f)) is amended by striking 
‘‘twelve months or bar any such person from being associ-
ated with an investment adviser,’’ and inserting ‘‘twelve 
months or bar any such person from being associated with
an investment adviser, broker, dealer, municipal securities 
dealer, or transfer agent,’’. 
SEC. 7. UNLAWFUL MARGIN LENDING. 
Section 7(c)(1)(A) of the Securities Exchange Act of 
1934 (15 U.S.C. 78g(c)(1)(A)) is amended by striking ‘‘; 
and’’ and inserting ‘‘; or’’. 
SEC. 8. SECURITIES INVESTOR PROTECTION ACT OF 1970 
AMENDMENTS. 
(a) SIPC ADVANCES.—Section 9(a)(1) of the Securi-
ties Investor Protection Act of 1970 (15 U.S.C. 78fff– 
3(a)(1)) is amended by inserting ‘‘or options on com-
modity futures contracts’’ after ‘‘claim for securities’’. 
(b) DEFINITIONS.—Section 16 of such Act (15 
U.S.C. 78lll) is amended— 
(1) by amending paragraph (2) to read as fol-
lows: 
‘‘(2) CUSTOMER.— 
‘‘(A) IN GENERAL.—The term ‘customer’ 
of a debtor means any person (including any 
person with whom the debtor deals as principal 
or agent) who has a claim on account of securi-
ties received, acquired, or held by the debtor in 
the ordinary course of its business as a broker 
or dealer from or for the securities accounts of 
such person for safekeeping, with a view to sale,
to cover consummated sales, pursuant to pur-
chases, as collateral, security, or for purposes of 
effecting transfer. 
‘‘(B) 
INCLUDED
PERSONS.—The 
term 
‘customer’ includes— 
‘‘(i) any person who has deposited 
cash with the debtor for the purpose of 
purchasing securities; 
‘‘(ii) any person who has a claim 
against the debtor for cash, securities, fu-
tures contracts, or options on futures con-
tracts received, acquired, or held in a port-
folio margining account carried as a secu-
rities account pursuant to a portfolio mar-
gining program approved by the Commis-
sion; and 
‘‘(iii) any person who has a claim 
against the debtor arising out of sales or 
conversions of such securities. 
‘‘(C) EXCLUDED
PERSONS.—The term 
‘customer’ does not include— 
‘‘(i) any person to the extent that the 
claim of such person arises out of trans-
actions with a foreign subsidiary of a mem-
ber of SIPC; or
‘‘(ii) any person to the extent that 
such person has a claim for cash or securi-
ties which by contract, agreement, or un-
derstanding, or by operation of law, is part 
of the capital of the debtor, or is subordi-
nated to the claims of any or all creditors 
of the debtor, notwithstanding that some 
ground exists for declaring such contract, 
agreement, or understanding void or void-
able in a suit between the claimant and the 
debtor.’’; 
(2) in paragraph (4), by inserting after the first 
sentence the following new sentence: ‘‘In the case of 
portfolio margining accounts of customers that are 
carried as securities accounts pursuant to a portfolio 
margining program approved by the Commission, 
such term shall also include futures contracts and 
options on futures contracts received, acquired, or 
held by or for the account of a debtor from or for 
such accounts, and the proceeds thereof.’’; 
(3) in paragraph (9), by inserting before ‘‘Such 
term’’ in the matter following subparagraph (L) the 
following: ‘‘The term includes revenues earned by a 
broker or dealer in connection with transactions in 
customers’ portfolio margining accounts carried as
securities accounts pursuant to a portfolio margining 
program approved by the Commission.’’; and 
(4) in paragraph (11)— 
(A) by amending subparagraph (A) to read 
as follows: 
‘‘(A) calculating the sum which would have 
been owed by the debtor to such customer if the 
debtor had liquidated, by sale or purchase on 
the filing date— 
‘‘(i) all securities positions of such 
customer (other than customer name secu-
rities reclaimed by such customer); and 
‘‘(ii) all positions in futures contracts 
and options on futures contracts held in a 
portfolio margining account carried as a 
securities account pursuant to a portfolio 
margining program approved by the Com-
mission; minus’’; and 
(B) by inserting before ‘‘In determining’’ 
in the matter following subparagraph (C) the 
following: ‘‘A claim for a commodity futures 
contract received, acquired, or held in a port-
folio margining account pursuant to a portfolio 
margining program approved by the Commis-
sion, or a claim for a security futures contract,
shall be deemed to be a claim for the mark-to- 
market (variation) payments due with respect 
to such contract as of the filing date, and such 
claim shall be treated as a claim for cash.’’. 
SEC. 9. ANNUAL TESTIMONY ON REDUCING COMPLEXITY IN 
FINANCIAL REPORTING. 
(a) FINDINGS.—Congress finds the following: 
(1) Transparent and clear financial reporting is 
integral to the continued growth and strength of our 
capital markets and the confidence of investors. 
(2) The increasing detail and volume of ac-
counting, auditing, and reporting guidance pose a 
major challenge. 
(3) The complexity of accounting and auditing 
standards in the United States has added to the 
costs and effort involved in financial reporting. 
(b) TESTIMONY REQUIRED
ON REDUCING COM-
PLEXITY IN FINANCIAL REPORTING.—The Securities and 
Exchange Commission, the Financial Accounting Stand-
ards Board, and the Public Company Accounting Over-
sight Board shall annually provide oral testimony by their 
respective Chairpersons or a designee of the Chairperson, 
beginning in 2009, and for 5 years thereafter, to the Com-
mittee on Financial Services of the House of Representa-
tives on their efforts to reduce the complexity in financial
reporting to provide more accurate and clear financial in-
formation to investors, including— 
(1) reassessing complex and outdated account-
ing standards; 
(2) improving the understandability, consist-
ency, and overall usability of the existing accounting 
and auditing literature; 
(3) 
developing 
principles-based 
accounting 
standards; 
(4) encouraging the use and acceptance of 
interactive data; and 
(5) promoting disclosures in ‘‘plain English’’. 
SEC. 10. EQUAL TREATMENT FOR SELF-REGULATORY OR-
GANIZATION RULES. 
Section 29(a) of the Securities Exchange Act of 1934 
(15 U.S.C. 78cc(a)) is amended by striking ‘‘an exchange 
required thereby’’ and inserting ‘‘a self-regulatory organi-
zation’’. 
SEC. 11. LOST AND STOLEN SECURITIES. 
Section 17(f)(1) of the Securities Exchange Act of 
1934 (15 U.S.C. 78q(f)(1)) is amended— 
(1) in subparagraph (A), by striking ‘‘missing, 
lost, counterfeit, or stolen securities’’ and inserting 
‘‘securities that are missing, lost, counterfeit, stolen,
cancelled, or any other category of securities as the 
Commission, by rule, may prescribe’’; and 
(2) in subparagraph (B), by striking ‘‘or sto-
len’’ and inserting ‘‘stolen, cancelled, or reported in 
such other manner as the Commission, by rule, may 
prescribe’’. 
SEC. 12. FINGERPRINTING. 
Section 17(f)(2) of the Securities Exchange Act of 
1934 (15 U.S.C. 78q(f)(2)) is amended— 
(1) by striking ‘‘and registered clearing agen-
cy,’’ and inserting ‘‘registered clearing agency, reg-
istered securities information processor, national se-
curities exchange, and national securities associa-
tion’’; and 
(2) by striking ‘‘or clearing agency,’’ and insert-
ing ‘‘clearing agency, securities information proc-
essor, national securities exchange, or national secu-
rities association,’’. 
SEC. 13. CLARIFICATION THAT SECTION 205 OF THE IN-
VESTMENT ADVISERS ACT OF 1940 DOES NOT 
APPLY TO STATE-REGISTERED ADVISERS. 
Section 205(a) of the Investment Advisers Act of 
1940 (15 U.S.C. 80b–5(a)) is amended— 
(1) by striking ‘‘, unless exempt from registra-
tion pursuant to section 203(b),’’ and inserting
‘‘registered or required to be registered with the 
Commission’’; 
(2) by striking ‘‘make use of the mails or any 
means or instrumentality of interstate commerce, di-
rectly or indirectly, to’’; and 
(3) by striking ‘‘to’’ after ‘‘in any way’’. 
SEC. 14. AMENDMENTS TO SECTION 31 OF THE SECURITIES 
EXCHANGE ACT OF 1934. 
Section 31 of the Securities Exchange Act of 1934 
(15 U.S.C. 78ee) is amended— 
(1) in subsection (e)(2), by striking ‘‘September 
30’’ and inserting ‘‘September 25’’; and 
(2) in subsection (g), by striking ‘‘April 30’’ 
and inserting ‘‘August 31’’. 
SEC. 15. PROTECTING CONFIDENTIALITY OF MATERIALS 
SUBMITTED TO COMMISSION. 
(a) SECURITIES EXCHANGE ACT OF 1934.—Section 
17(j) of the Securities Exchange Act of 1934 (15 U.S.C. 
78q(j)) is amended to read as follows: 
‘‘(j) AUTHORITY TO LIMIT DISCLOSURE OF INFOR-
MATION.—Notwithstanding any other provision of law, the 
Commission shall not be compelled to disclose any infor-
mation, documents, records, or reports that relate to an 
examination of a person subject to or described in this 
section, including subsection (i)(5)(A), or the financial or
subsection (i)(3) as confidential information for purposes 
of section 24(b)(2) of this title.’’. 
(b) INVESTMENT COMPANY ACT OF 1940.—Section 
31(b) of the Investment Company Act of 1940 (15 U.S.C. 
80a–30(b)) is amended by adding at the end the following: 
‘‘(4) CONFIDENTIALITY.—Notwithstanding any 
other provision of law, the Commission shall not be 
compelled to disclose any information, documents, 
records, or reports that relate to an examination of 
a person subject to or described in this section. 
Nothing in this subsection shall authorize the Com-
mission to withhold information from Congress, or 
prevent the Commission from complying with a re-
quest for information from any other Federal de-
partment or agency requesting the information for 
purposes within the scope of its jurisdiction. Nothing 
in this subsection shall prevent the Commission from 
complying with an order of a court of the United 
States in an action brought by the United States or 
the Commission against such a person to produce in-
formation, documents, records, or reports relating 
directly to the examination of that person or the fi-
nancial or operational condition of that person or an 
associated or affiliated person of that person. For 
purposes of section 552 of title 5, United States
Code, this subsection shall be considered a statute 
described in subsection (b)(3)(B) of such section 
552.’’. 
(c) INVESTMENT ADVISERS ACT OF 1940.—Section 
204 of the Investment Advisers Act of 1940 (15 U.S.C. 
80b–4) is amended by adding at the end the following new 
subsection: 
‘‘(d) CONFIDENTIALITY.—Notwithstanding any other 
provision of law, the Commission shall not be compelled 
to disclose any information, documents, records, or reports 
that relate to an examination of a person subject to or 
described in 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 depart-
ment or agency requesting the information for purposes 
within the scope of its jurisdiction. Nothing in this sub-
section shall prevent the Commission from complying with 
an order of a court of the United States in an action 
brought by the United States or the Commission against 
such a person to produce information, documents, records, 
or reports relating directly to the examination of that per-
son or the financial or operational condition of that person 
or an associated or affiliated person of that person. For 
purposes of section 552 of title 5, United States Code,
this subsection shall be considered a statute described in 
subsection (b)(3)(B) of such section 552.’’. 
SEC. 16. SHARING PRIVILEGED INFORMATION WITH OTHER 
AUTHORITIES. 
Section 24 of the Securities Exchange Act of 1934 
(15 U.S.C. 78x) is amended— 
(1) by redesignating subsections (d) and (e) as 
subsections (e) and (f), respectively; 
(2) in subsection (e), as redesignated, by strik-
ing ‘‘as provided in subsection (e)’’ and inserting ‘‘as 
provided in subsection (f)’’; and 
(3) by inserting after subsection (c) the fol-
lowing new subsection (d)— 
‘‘(d) SHARING
PRIVILEGED
INFORMATION
WITH 
OTHER AUTHORITIES.— 
‘‘(1) PRIVILEGED INFORMATION PROVIDED BY 
THE
COMMISSION.—The Commission shall not be 
deemed to have waived any privilege applicable to 
any information by transferring that information to 
or permitting that information to be used by— 
‘‘(A) any agency (as defined in section 6 of 
title 18, United States Code); 
‘‘(B) any foreign securities authority; 
‘‘(C) any foreign law enforcement author-
ity; or
‘‘(D) any State securities or law enforce-
ment authority. 
‘‘(2) NON-DISCLOSURE OF PRIVILEGED INFOR-
MATION PROVIDED TO THE COMMISSION.—Except as 
provided in subsection (f), the Commission shall not 
be compelled to disclose privileged information ob-
tained from any foreign securities authority, or for-
eign law enforcement authority, if the authority has 
in good faith determined and represented to the 
Commission that the information is privileged. 
‘‘(3) NON-WAIVER
OF
PRIVILEGED
INFORMA-
TION PROVIDED TO THE COMMISSION.—No Federal 
agency or State securities or law enforcement au-
thority shall be deemed to have waived any privilege 
applicable to any information by transferring that 
information to or permitting that information to be 
used by the Commission. 
‘‘(4) DEFINITIONS.—For purposes of this sub-
section: 
‘‘(A) The term ‘privilege’ includes any 
work-product privilege, attorney-client privilege, 
governmental privilege, or other privilege recog-
nized under Federal, Foreign, or State law. 
‘‘(B) The term ‘foreign law enforcement 
authority’ means any foreign authority that is
empowered under foreign law to detect, inves-
tigate or prosecute potential violations of law. 
‘‘(C) The term ‘State securities or law en-
forcement authority’ means the authority of any 
State or territory that is empowered under 
State or territory law to detect, investigate or 
prosecute potential violations of law.’’. 
SEC. 17. TECHNICAL CORRECTIONS. 
(a) SECURITIES ACT OF 1933.—The Securities Act 
of 1933 (15 U.S.C. 77a et seq.) is amended— 
(1) in section 3(a)(4) (15 U.S.C. 77c(a)(4)), by 
striking ‘‘individual;’’ and inserting ‘‘individual,’’; 
(2) 
in 
section 
18(b)(1)(C) 
(15 
U.S.C. 
77r(b)(1)(C)), by striking ‘‘is a security’’ and insert-
ing ‘‘a security’’; 
(3) in section 18(c)(2)(B)(i) (15 U.S.C. 
77r(c)(2)(B)(i)), by striking ‘‘State, or’’ and insert-
ing ‘‘State or’’; 
(4) 
in 
section 
19(d)(6)(A) 
(15 
U.S.C. 
77s(d)(6)(A)), by striking ‘‘in paragraph (1) of (3)’’ 
and inserting ‘‘in paragraph (1) or (3)’’; and 
(5) in section 27A(c)(1)(B)(ii) (15 U.S.C. 77z– 
2(c)(1)(B)(ii)), by striking ‘‘business entity;’’ and in-
serting ‘‘business entity,’’.