I 
116TH CONGRESS 
1ST SESSION H. R. 5197 
To add establish the treatment of managed stablecoins under the securities 
laws, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
NOVEMBER 20, 2019 
Ms. GARCIA of Texas (for herself and Mr. GOODEN) introduced the following 
bill; which was referred to the Committee on Financial Services 
A BILL 
To add establish the treatment of managed stablecoins under 
the securities laws, and for other purposes. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Managed Stablecoins 
are Securities Act of 2019’’. 
SEC. 2. SENSE OF CONGRESS. 
It is the sense of Congress that— 
(1) digital assets, known as managed stable-
coins, are investment contracts and therefore are se-
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curities within the meaning given the term in section 
2(a) of the Securities Act of 1933; and 
(2) because issuers of managed stablecoins nev-
ertheless maintain that managed stablecoins are not 
securities, it is appropriate for Congress to provide 
clarity by amending statutory definitions of the term 
security to include managed stablecoins. 
SEC. 3. MANAGED STABLECOINS. 
(a) DEFINITIONS UNDER THE SECURITIES ACT OF 
1933.—Section 2(a) of the Securities Act of 1933 (15 
U.S.C. 77b(a)) is amended— 
(1) in paragraph (1)— 
(A) by inserting ‘‘, regardless of form’’ 
after ‘‘any of the foregoing’’; and 
(B) by inserting ‘‘, managed stablecoin,’’ 
after ‘‘national securities exchange relating to 
foreign currency’’; and 
(2) by adding at the end the following: 
‘‘(20) The term ‘managed stablecoin’ means a 
digital asset that— 
‘‘(A) is not a security registered under sec-
tion 8(a) of the Investment Company Act of 
1940; and 
‘‘(B) satisfies one or more of the following: 
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‘‘(i) The market value of such digital 
asset is determined, in whole or in signifi-
cant part, directly or indirectly, by ref-
erence to the value of a pool or basket of 
assets, including digital assets, held, des-
ignated, or managed by one or more per-
sons. 
‘‘(ii) One or more holders of such dig-
ital asset, directly or indirectly, are entitled 
to obtain consideration or other assets, in-
cluding other digital assets and any sov-
ereign currency of a foreign government or 
the United States, in exchange for the dig-
ital asset, the amount of which payment is 
determined, in whole or in significant part, 
directly or indirectly, on the basis of the 
value of a pool or basket of assets, includ-
ing digital assets, held, designated, or 
managed by one or more persons. 
‘‘(21) The term ‘digital asset’ means any asset, 
contract, agreement or transaction, including a rep-
resentation of an economic, proprietary, or access 
right, that is stored in a computer-readable form 
and has or will have a transaction history that is re-
corded in a distributed ledger, digital ledger or other 
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digital data structure. A digital asset may be a man-
aged stablecoin and a security.’’. 
(b) DEFINITIONS UNDER
THE SECURITIES EX-
CHANGE ACT OF 1934.—Section 3(a) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78c) is amended— 
(1) in paragraph (10)— 
(A) by inserting ‘‘, regardless of form’’ 
after ‘‘any of the foregoing’’; 
(B) by inserting ‘‘, managed stablecoin’’ 
after ‘‘national securities exchange relating to 
foreign currency’’; and 
(C) by inserting ‘‘sovereign’’ after ‘‘but 
shall not include’’; and 
(2) by adding at the end the following: 
‘‘(81) The term ‘managed stablecoin’ has the 
meaning given the term in section 2(a) of the Secu-
rities Act of 1933. 
‘‘(82) The term ‘digital asset’ has the meaning 
given the term in section 2(a) of the Securities Act 
of 1933.’’. 
(c) DEFINITIONS UNDER THE INVESTMENT COM-
PANY ACT
OF 1940.—Section 2(a) of the Investment 
Company Act of 1940 (15 U.S.C. 80a–1 et seq.) is amend-
ed— 
(1) in paragraph (36)— 
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(A) by inserting ‘‘, regardless of form’’ 
after ‘‘any of the foregoing’’; and 
(B) by inserting ‘‘, managed stablecoin’’ 
after ‘‘national securities exchange relating to 
foreign currency’’; and 
(2) by adding at the end the following: 
‘‘(55) The term ‘managed stablecoin’ has the 
meaning given the term in section 2(a) of the Secu-
rities Act of 1933. 
‘‘(56) The term ‘digital asset’ has the meaning 
given the term in section 2(a) of the Securities Act 
of 1933.’’. 
(d) DEFINITIONS UNDER THE INVESTMENT ADVIS-
ERS ACT OF 1940.—Section 202(a) of the Investment Ad-
visers Act of 1940 (15 U.S.C. 80b–1 et seq.) is amended— 
(1) in paragraph (18)— 
(A) by inserting ‘‘, regardless of form’’ 
after ‘‘any of the foregoing’’; and 
(B) by inserting ‘‘, managed stablecoin’’ 
after ‘‘national securities exchange relating to 
foreign currency’’; and 
(2) by adding at the end the following: 
‘‘(31) The term ‘managed stablecoin’ has the 
meaning given the term in section 2(a) of the Secu-
rities Act of 1933. 
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‘‘(32) The term ‘digital asset’ has the meaning 
given the term in section 2(a) of the Securities Act 
of 1933.’’. 
(e) SEC RULEMAKING.—The Securities and Ex-
change Commission may issue rules and regulations to 
further define the terms ‘‘managed stablecoin’’ and ‘‘dig-
ital asset’’ as such terms are defined in section 2(a) of 
the Securities Act of 1933. 
Æ 
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