‘‘(i) is recorded on a distributed ledg-
er, blockchain, or other publicly accessible 
and auditable digital data structure; 
‘‘(ii) 
has 
transactions 
confirmed 
through an independently verifiable proc-
ess; and 
‘‘(iii) cannot be easily modified, and 
where any modification is subject to the 
network consensus rules; 
‘‘(B) is capable of being transferred be-
tween persons without an intermediary party; 
and 
‘‘(C) does not represent a financial interest 
in a centralized company, partnership, or fund, 
including an ownership or debt interest, revenue 
share, or entitlement to any interest or dividend 
payment.’’. 
(b) AMENDMENTS TO THE SECURITIES EXCHANGE 
ACT OF 1934.— 
(1) 
DEFINITION
OF
EXCHANGE.—Section 
3(a)(1) of the Securities Exchange Act of 1934 (15 
U.S.C. 78c(a)(1)) is amended by adding at the end 
the following: ‘‘The term ‘exchange’ does not include 
a person, organization, association, or group of per-
sons to the extent such person, organization, asso-
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ciation, or group of persons constitutes, maintains, 
or provides a marketplace or facilitates bringing to-
gether purchasers and sellers of tokens subject to a 
safe harbor under section 4B of the Securities Act 
of 1933, or otherwise performs with respect to such 
tokens the functions commonly performed by a stock 
exchange as that term is generally understood.’’. 
(2) DEFINITION OF BROKER.—Section 3(a)(4) 
of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)(4)) is amended by adding at the end the fol-
lowing: 
‘‘(G) EXCEPTION WITH RESPECT TO CER-
TAIN TOKENS.—The term ‘broker’ does not in-
clude a person to the extent the person engages 
in the business of effecting transactions in to-
kens subject to a safe harbor under section 4B 
of the Securities Act of 1933 for the account of 
others.’’. 
(3) DEFINITION OF DEALER.—Section 3(a)(5) 
of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)(5)) is amended by adding at the end the fol-
lowing: 
‘‘(D) EXCEPTION WITH RESPECT TO CER-
TAIN TOKENS.—The term ‘dealer’ does not in-
clude a person to the extent the person engages 
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kjohnson on DSK79L0C42PROD with BILLS
in the business of buying and selling tokens 
subject to a safe harbor under section 4B of the 
Securities Act of 1933 for such person’s own 
account through a broker or otherwise.’’. 
(4) DEFINITION OF CLEARING AGENCY.—Sec-
tion 3(a)(23)(B) of the Securities Exchange Act of 
1934 (15 U.S.C. 78c(a)(23)(B)) is amended— 
(A) by striking ‘‘, or (vi)’’ and inserting ‘‘; 
(vi)’’; and 
(B) by striking the period at the end and 
inserting ‘‘; or (vii) a person, organization, as-
sociation, or group of persons with respect to 
activities specified in subparagraph (A) involv-
ing tokens subject to a safe harbor under sec-
tion 4B of the Securities Act of 1933.’’. 
(5) DEFINITION
OF
TRANSFER
AGENT.—Sec-
tion 3(a)(25) of the Securities Exchange Act of 
1934 (15 U.S.C. 78c(a)(25)) is amended— 
(A) by striking ‘‘or any registered clearing 
agency’’ and inserting ‘‘, any registered clearing 
agency’’; and 
(B) by striking the period at the end and 
inserting ‘‘, or any person, organization, asso-
ciation, or group of persons who performs such 
functions solely with respect to tokens subject 
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kjohnson on DSK79L0C42PROD with BILLS
to a safe harbor under section 4B of the Securi-
ties Act of 1933.’’. 
(6) 
REGISTRATION
EXEMPTION.—Section 
12(g)(2) of the Securities Exchange Act of 1934 (15 
U.S.C. 78l(g)(2)) is amended by adding at the end 
the following: 
‘‘(I) any token offered and sold in reliance on 
a safe harbor under section 4B of the Securities Act 
of 1933.’’. 
(c) AMENDMENT
TO
THE INVESTMENT ADVISERS 
ACT OF 1940.—Section 202(a)(11) of the Investment Ad-
visers Act of 1940 (15 U.S.C. 80b–2(a)(11)) is amended 
by adding at the end the following: ‘‘The term ‘investment 
adviser’ does not include a person to the extent the person 
advises others with respect to, or issues or promulgates 
analyses or reports concerning, tokens subject to a safe 
harbor under section 4B of the Securities Act of 1933.’’. 
(d) RULEMAKING.—Not later than the end of the 1- 
year period beginning on the date of enactment of this 
Act, the Securities and Exchange Commission shall issue 
rules to carry out the amendments made by this Act. 
(e) EFFECTIVE DATE.—The provisions of law added 
by the amendments made by this Act shall take effect 
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after the end of the 1-year period beginning on the date 
of enactment of this Act. 
Æ 
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