through (V) who satisfies the require-
ments of applicable insurance, bank-
ing, and securities laws relating to the
provision of the advice.
‘‘(ii) AFFILIATE.—The term ‘affiliate’
of another entity means an affiliated per-
son of the entity (as defined in section
2(a)(3) of the Investment Company Act of
1940 (15 U.S.C. 80a–2(a)(3))).
‘‘(iii) 
REGISTERED
REPRESENTA-
TIVE.—The term ‘registered representa-
tive’ of another entity means a person de-
scribed in section 3(a)(18) of the Securi-
ties Exchange Act of 1934 (15 U.S.C.
78c(a)(18)) (substituting the entity for the
broker or dealer referred to in such sec-
tion) or a person described in section
202(a)(17) of the Investment Advisers Act
of 1940 (15 U.S.C. 80b–2(a)(17)) (sub-
stituting the entity for the investment ad-
viser referred to in such section).’’.
SEC. 6. INSIDER TRADES DURING PENSION PLAN SUSPEN-
SION PERIODS PROHIBITED.
Section 16 of the Securities Exchange Act of 1934
(15 U.S.C. 78p) is amended by adding at the end the fol-
lowing new subsection:
‘‘(h) INSIDER TRADES DURING PENSION PLAN SUS-
PENSION PERIODS PROHIBITED.—
‘‘(1) PROHIBITION.—It shall be unlawful for
any such beneficial owner, director, or officer of an
issuer, directly or indirectly, to purchase (or other-
wise acquire) or sell (or otherwise transfer) any eq-
uity security of such issuer (other than an exempted
security), during any pension plan suspension period
with respect to such equity security.
‘‘(2) REMEDY.—Any profit realized by such
beneficial owner, director, or officer from any pur-
chase (or other acquisition) or sale (or other trans-
fer) in violation of this subsection shall inure to and
be recoverable by the issuer irrespective of any in-
tention on the part of such beneficial owner, direc-
tor, or officer in entering into the transaction.
‘‘(3) RULEMAKING PERMITTED.—The Commis-
sion may issue rules to clarify the application of this
subsection, to ensure adequate notice to all persons
affected by this subsection, and to prevent evasion
thereof.
‘‘(4) DEFINITIONS.—For purposes of this
subsection—
‘‘(A) PENSION
PLAN
SUSPENSION
PE-
RIOD.—The term ‘pension plan suspension pe-
riod’ means, with respect to an equity security,
any period during which the ability of a partici-
pant or beneficiary under an applicable indi-
vidual account plan maintained by the issuer to
direct the investment of assets in his or her in-
dividual account away from such equity security
is suspended by the issuer or a fiduciary of the
plan. Such term does not include any limitation
or restriction that may govern the frequency of
transfers between investment vehicles to the ex-
tent such limitation and restriction is disclosed
to participants and beneficiaries through the
summary plan description or materials describ-
ing specific investment alternatives under the
plan.
‘‘(B) APPLICABLE
INDIVIDUAL
ACCOUNT
PLAN.—The term ‘applicable individual account
plan’ has the meaning provided such term in
section 3(42) of the Employee Retirement In-
come Security Act of 1974.’’.
SEC. 7. EFFECTIVE DATES AND RELATED RULES.
(a) IN GENERAL.—Except as provided in subsection
(b), the amendments made by sections 2, 3, 4, and 6 shall
apply with respect to plan years beginning on or after Jan-
uary 1, 2003.
(b) SPECIAL RULE FOR COLLECTIVELY BARGAINED
PLANS.—In the case of a plan maintained pursuant to 1
or more collective bargaining agreements between em-
ployee representatives and 1 or more employers ratified
on or before the date of the enactment of this Act, sub-
section (a) shall be applied to benefits pursuant to, and
individuals covered by, any such agreement by substituting
for ‘‘January 1, 2003’’ the date of the commencement of
the first plan year beginning on or after the earlier of—
(1) the later of—
(A) January 1, 2004, or
(B) the date on which the last of such col-
lective bargaining agreements terminates (de-
termined without regard to any extension there-
of after the date of the enactment of this Act),
or
(2) January 1, 2005.
(c) PLAN AMENDMENTS.—If the amendments made
by sections 2, 3, and 4 of this Act require an amendment
to any plan, such plan amendment shall not be required
to be made before the first plan year beginning on or after
January 1, 2005, if—
(1) during the period after such amendments
made by this Act take effect and before such first
plan year, the plan is operated in accordance with
the requirements of such amendments made by this
Act, and
(2) such plan amendment applies retroactively
to the period after such amendments made by this
Act take effect and before such first plan year.
(d) AMENDMENTS RELATING TO INVESTMENT AD-
VICE.—The amendments made by section 5 shall apply
with respect to advice referred to in section 3(21)(A)(ii)
of the Employee Retirement Income Security Act of 1974
or section 4975(c)(3)(B) of the Internal Revenue Code of
1986 provided on or after January 1, 2003.
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