Securities Act Amendments of 1990
PL 101-550 (H.R.1396), enacted 11/15/1990

PUBLIC LAW 101-550—NOV. 15, 1990 
104 STAT. 2713 
Public Law 101-550 
101st Congress 
An Act 
To amend the Federal securities laws in order to facilitate cooperation between the 
United States and foreign countries in securities law enforcement. 
Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the "Securities Acts Amendments of 
1990". 
TITLE I—AUTHORIZATION 
'Securities and Exchange Commis-
SEC. 101. SHORT TITLE. 
This title may be cited as the 
sion Authorization Act of 1990". 
SEC. 102. AUTHORIZATION OF APPROPRIATIONS. 
Section 35 of the Securities Exchange Act of 1934 (15 U.S.C. 78kk) 
is amended to read as follows: 
Nov. 15, 1990 
[H.R. 1396] 
Securities Acts 
Amendments of 
1990. 
15 u s e 78a note. 
Securities and 
Exchange 
Commission 
Authorization 
Act of 1990. 
AUTHORIZATION OF APPROPRIATIONS 
"SEC. 35. There are authorized to be appropriated to carry out the 
functions, powers, and duties of the Commission— 
"(1) $178,023,000 for the fiscal year ending September 30, 
1990; and 
"(2) $212,609,000 for the fiscal year ending September 30, 
1991.". 
SEC. 103. LEASING AUTHORITY OF SECURITIES AND EXCHANGE COMMIS-
SION. 
Section 4(b) of the Securities Exchange Act of 1934 (15 U.S.C. 
78dOb)) is amended— 
(1) by striking "(h)" and inserting the following: 
"Ot)) APPOINTMENT AND COMPENSATION OF STAFF AND LEASING 
AUTHORITY.— 
"(1) APPOINTMENT AND COMPENSATION.—"; and 
(2) by adding the end the following new paragraph: 
"(2) LEASING AUTHORITY.—Nothwithstanding any other provi-
sion of law, the Commission is authorized to enter directly into 
leases for real property for office, meeting, storage, and such 
other space £is is necessary to carry out its functions, and shall 
be exempt from any General Services Administration space 
management regulations or directives.". 
SEC. 104. CONFORMING AMENDMENTS. 
(a) THE PUBLIC UTIUTY HOLDING COMPANY ACT OF 1935.—Section 
31 of the Public Utility Holding Company Act of 1935 (15 U.S.C. 
79z-5) is amended to read as follows: 
Real property 
acquisition. 
104 STAT. 2714 
PUBLIC LAW 101-550—NOV. 15, 1990 
HIRING AND LEASING AUTHORITY OF THE COMMISSION 
"SEC. 31. The provisions of section 4(b) of the Securities Exchange 
Act of 1934 shall be applicable with respect to the power of the 
Commission— 
"(1) to appoint and fix the compensation of such employees as 
may be necessary for carrying out its functions under this title, 
and 
"(2) to lease and allocate such real property as may be nec-
essary for carrying out its functions under this title.". 
(b) THE TRUST INDENTURE ACT OF 1939.—Section 321(d) of the 
Trust Indenture Act of 1939 (15 U.S.C. 77uuu(d) is amended to read 
as follows: 
"(d) The provisions section 4(b) of the Securities Exchange Act of 
1934 shall be applicable with respect to the power of the Commis-
sion— 
"(1) to appoint and fix the compensation of such employees as 
may be necessary for carrying out its functions under this title, 
and 
"(2) to lease and allocate such real property as may be nec-
essary for carrjdng out its functions under this title.". 
(c) THE INVESTMENT COMPANY ACT OF 1940.—Section 46(b) of the 
Investment Company Act of 1940 (15 U.S.C. 80a-45(b)) is amended to 
read as follows: 
"
O
t
>
) The provisions of section 4(b) of the Securities Exchange Act 
of 1934 shall be applicable with respect to the power of the C!ommis-
sion— 
"(1) to appoint and fix the compensation of such employees as 
may be necessary for carrying out its functions under this title, 
and 
"(2) to lease and allocate such real property as may be nec-
essary for carrying out its functions under this title.". 
(d) THE INVESTMENT ADVISERS ACT OF 1940.—Section 218 of the 
Investment Advisers Act of 1940 (15 U.S.C. 80b-18) is amended to 
read as follows: 
"HIRING AND LEASING AUTHORITY OF THE COMMISSION 
"SEC. 218. The provisions of section 4(b) of the Securities Exchange 
Act of 1934 shall be applicable with respect to the power of the 
Commission— 
"(1) to appoint and fix the compensation of such other employ-
ees as may be necessary for carr5dng out its functions under this 
title, and 
"(2) to lease and allocate such real property as may be nec-
essary for carr3dng out its functions under this title.". 
International 
Securities 
Enforcement 
Cooperation Act 
of 1990. 
15 u s e 78a note. 
TITLE II—INTERNATIONAL SECURITIES 
LAW ENFORCEMENT 
SEC. 201. SHORT TITLE. 
This title may be cited as the "International Securities Enforce-
ment Cooperation Act of 1990". 
PUBLIC LAW 101-550—NOV. 15, 1990 
104 STAT. 2715 
SEC. 202. RELEASE OF RECORDS BY THE COMMISSION. 
(a) IN GENERAL.—Section 24 of the Securities Exchange Act of 
1934 (15 U.S.C. 78x) is amended— 
(1) in subsection (b), by striking "Nothing in this subsection 
shall authorize the Commission to withhold information from 
the Congress."; and 
(2) by adding at the end thereof the following new subsections: 
"(c) CONFIDENTIAL DISCLOSURES.—The Commission may, in its 
discretion and upon a showing that such information is needed, 
provide all 'records' (as defined in subsection (a)) and other informa-
tion in its possession to such persons, both domestic and foreign, as 
the Commission by rule deems appropriate if the person receiving 
such records or information provides such assurances of confiden-
tiality as the Commission deems appropriate. 
"(d) RECORDS OBTAINED FROM FOREIGN SECURITIES AUTHORITIES.— 
Except as provided in subsection (e), the Commission shall not be 
compelled to disclose records obtained from a foreign securities 
authority if (1) the foreign securities authority has in good faith 
determined and represented to the Commission that public disclo-
sure of such records would violate the laws applicable to that foreign 
securities authority, and (2) the Commission obtains such records 
pursuant to (A) such procedure as the Commission may authorize 
for use in connection with the administration or enforcement of the 
securities laws, or (B) a memorandum of understanding. For pur-
poses of section 552 of title 5, United States Code, this subsection 
shall be considered a statute described in subsection (bX3XB) of such 
section 552. 
"(e) SAVINGS PROVISIONS.—Nothing in this section shall— 
"(1) alter the Commission's responsibilities under the Right to 
Financial Privacy Act (12 U.S.C. 3401 et seq.), as limited by 
section 21(h) of this Act, with respect to transfers of records 
covered by such statutes, or 
"(2) authorize the Commission to withhold information from 
the Congress or prevent the Commission from complying with 
an order of a court of the United States in an action commenced 
by the United States or the Commission.". 
(b) CONFORMING AMENDMENTS.— 
(1) INVESTMENT COMPANY ACT OF 1940.—Section 45(a) of the 
Investment Company Act of 1940 (15 U.S.C. 80a-44) is amended 
by striking "It shall be unlawful" and inserting "Except as 
provided in section 24(c) of the Securities Exchange Act of 1934, 
it shall be unlawful". 
(2) INVESTMENT ADVISERS ACT OF 1940.—Section 210(b) of the 
Investment Advisers Act of 1940 (15 U.S.C. 80b-10(b)) is amend-
ed by striking "subsections (c) and (e) of section 209" and 
inserting "subsections (c) and (d) of section 209 of this title and 
section 24(c) of the Securities Exchange Act of 1934". 
SEC. 203. SANCTIONS AGAINST BROKER OR DEALER, ASSOCIATED PER-
SONS, OR PERSONS SEEKING ASSOCIATION. 
(a) AUTHORITY OF THE COMMISSION TO SANCTION BROKERS AND 
DEALERS FOR FOREIGN VIOLATIONS.—Section 15(b) (15 U.S.C. 78o(b)) 
of the Securities Exchange Act of 1934 is amended— 
(1) in paragraph (4)(B), by inserting after "misdemeanor" the 
following: "or of a substantially equivalent crime by a foreign 
court of competent jurisdiction"; 
104 STAT. 2716 
PUBLIC LAW 101-550—NOV. 15, 1990 
(2) in paragraph (4)(BXi), by inserting after "burglary," the 
following: "any substantially equivalent activity however 
denominated by the laws of the relevant foreign government,"; 
(3) in paragraph (4)(B)(ii)— 
(A) by inserting after "transfer agent," the following: 
"foreign person performing a function substantially equiva-
lent to any of the above,"; 
(B) by inserting after "(7 U.S.C. 1 et seq.)" the following: 
"or any substantially equivalent foreign statute or regula-
tion"; 
(4) in paragraph (4XB)(iii), by inserting after "securities" the 
following: ", or substantially equivalent activity however 
denominated by the laws of the relevant foreign government"; 
(5) in paragraph (4)(BXiv), by inserting after "United States 
Code" the following: ", or a violation of a substantially equiva-
lent foreign statute'; 
(6) in paragraph (4XC)— 
(A) by inserting after "transfer agent," the following: 
"foreign person performing a function substantieilly equiva-
lent to any of the above,"; 
(B) by inserting after "Commodity Exchange Act" each 
time it appears the following: "or any substantially equiva-
lent foreign statute or regulation"; and 
(C) by inserting after "insurance company," the follow-
ing: "foreign entity substantially equivalent to any of the 
above,"; and 
(7) by inserting after subpareigraph (F) of paragraph (4) the 
following: 
"(G) has been found by a foreign financial regulatory author-
ity to have— 
"(i) made or caused to be made in any application for 
registration or report required to be filed with a foreign 
financial regulatory authority, or in any proceeding before 
a foreign financial regulatory authority with respect to 
registration, any statement that was at the time and in the 
light of the circumstances under which it was made false or 
misleading with respect to any material fact, or has omitted 
to state in any application or report to the foreign financial 
regulatory authority any material fact that is required to 
be stated therein; 
"(ii) violated any foreign statute or regulation regarding 
transactions in securities, or contracts of sale of a commod-
ity for future delivery, traded on or subject to the rules of a 
contract market or any board of trade; 
"(iii) aided, abetted, counseled, commanded, induced, or 
procured the violation by any person of any provision of 
any statutory provisions enacted by a foreign government, 
or rules or regulations thereunder, empowering a foreign 
financieil regulatory authority regarding transactions in 
securities, or contracts of sale of a commodity for future 
delivery, traded on or subject to the rules of a contract 
market or any board of trade, or has been found, by a 
foreign financial regulatory authority, to have failed 
reasonably to supervise, with a view to preventing viola-
tions of such statutory provisions, rules, and regulations, 
another person who commits such a violation, if such other 
person is subject to his supervision.". 
PUBLIC LAW 101-550—NOV. 15, 1990 
104 STAT. 2717 
(b) EXTENSION OF DEFINITION OF STATUTORY DISQUAUFICATION TO 
INCLUDE FOREIGN VIOLATIONS.—Section 3(a)(39) of such Act (15 
U.S.C. 78c(a)(39)) is amended— 
(1) in subparagraph (A)— 
(A) by inserting after "self-regulatory organization," the 
following: "foreign equivalent of a self-regulatory organiza-
tion, foreign or international securities exchange,"; 
(B) by inserting after both "(7 U.S.C. 7)," and "(7 U.S.C. 
21),", the following: "or any substantially equivalent for-
eign statute or regulation,"; and 
(C) by inserting after "contract market", the following: 
"or foreign equivalent"; 
(2) by striking subparagraph (B) and inserting the following: 
"(B) is subject to— 
"(i) an order to the Commission, other appropriate regu-
latory agency, or foreign financial regulatory authority— 
"(I) den5dng, suspending for a period not exceeding 12 
months, or revoking his registration as a broker, 
dealer, municipal securities dealer, government securi-
ties broker, or government securities dealer or limiting 
his activities as a foreign person performing a function 
substantially equivalent to any of the above; or 
"(II) barring or suspending for a period not exceeding 
12 months his being associated with a broker, dealer, 
municipal securities dealer, government 
securities 
broker, government securities dealer, or foreign person 
performing a function substantially equivalent to any 
of the above; 
"(ii) an order of the Commodity Futures Trading Commis-
sion denying, suspending, or revoking his registration 
under the Commodity Exchange Act (7 U.S.C. 1 et seq.); or 
"(iii) an order by a foreign financial regulatory authority 
denying, suspending, or revoking the person's authority to 
engage in transactions in contracts of sale of a commodity 
for future delivery or other instruments traded on or sub-
ject to the rules of a contract market, board of trade, or 
foreign equivalent thereof;"; 
(3) by redesignating subparagraphs (D) and (E) as subpara-
graphs (E) and (F), respectively; 
(4) by inserting after subparagraph (C) the following: 
"(D) by his conduct while associated with any broker, dealer, 
municipal securities dealer, government securities broker, 
government securities dealer, or any other entity engaged in 
transactions in securities, or while associated with an entity 
engaged in transactions in contracts of sale of a commodity for 
future delivery or other instruments traded on or subject to the 
rules of a contract market, board of trade, or foreign equivalent 
thereof, has been found to be a cause of any effective suspen-
sion, expulsion, or order by a foreign or international securities 
exchange or foreign financial regulatory authority empowered 
by a foreign government to administer or enforce its laws 
relating to financial transactions as described in subparagraph 
(A) or (B) of this paragraph;"; 
(5) in subparagraph (E) (as redesignated by paragraph (3) of 
this subsection) by striking "(A), (B), or (C)" and inserting "(A), 
(B),(C),or(D)";and 
104 STAT. 2718 
PUBLIC LAW 101-550—NOV. 15, 1990 
(6) in subparagraph (F) (as redesignated) by striking "(D) or 
(E)" and inserting "(D), (E), or (G)" and by inserting after "such 
paragraph (4)" the first place it appears the following: "or any 
other felony", 
(c) CJoNFORMiNG AMENDMENTS.—The Securities Exchange Act of 
1944 (15 U.S.C. 78a et seq.) is amended— 
15USC780, 
(1) in sections 15(bX6), 15B(cX2), 15B(cX4), 15C(cXlXA), 
78o-4.78o-5, 
15C(cXlXC), 17A(cX3XA), and 17A(cX4XC), by striking "(A), (D), 
^^~^- 
or (E)" and inserting "(A), (D), (E), or (G)"; and 
(2) in section 15C(fK2), by striking "or the rules or regulations 
under any such other provision" and inserting "the rules or 
regulations under any such other provision, or investigations 
pursuant to section 21(aX2) of this title to assist a foreign 
securities authority". 
SEC. 204. DEFINITION 
OF 
FOREIGN 
FINANCIAL 
REGULATORY 
AUTHORITY. 
Section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)) is amended by adding at the end thereof the following new 
paragraph: 
"(51) The term 'foreign financial regulatory authority' means 
any (A) foreign securities authority, (B) other governmental 
body or foreign equivalent of a self-regulatory organization 
empowered by a foreign government to administer or enforce its 
laws relating to the regulation of fiduciaries, trusts, commercial 
lending, insurance, trading in contracts of sale of a commodity 
for future delivery, or other instruments traded on or subject to 
the rules of a contract market, board of trade, or foreign 
equivalent, or other financial activities, or (C) membership 
organization a function of which is to regulate participation of 
its members in activities listed above.". 
SEC. 205. SANCTIONS AGAINST INVESTMENT ADVISERS OR PERSONS 
ASSOCIATED OR SEEKING ASSOCIATION WITH A REGISTERED 
INVESTMENT ADVISER OR INVESTMENT COMPANY. 
(a) INVESTMENT COMPANY ACT OF 1940.—Section 9(b) of the Invest-
ment Company Act of 1940 (15 U.S.C. 80a-9(b)) is amended— 
(1) by striking "or" at the end of paragraphs (1) and (2); 
(2) by striking the period at the end of paragraph (3) and 
inserting a semicolon; and 
(3) by inserting after parsigraph (3) the following: 
"(4) has been found by a foreign financial regulatory author-
ity to have— 
"(A) made or caused to be made in any application for 
registration or report required to be filed with a foreign 
securities authority, or in any proceeding before a foreign 
securities authority with respect to registration, any state-
ment that was at the time and in light of the circumstances 
under which it was made false or misleading with respect to 
any material fact, or has omitted to state in any application 
or report to a foreign securities authority any material fact 
that is required to be stated therein; 
"(B) violated any foreign statute or regulation regarding 
transactions in securities or contracts of sale of a commod-
ity for future delivery traded on or subject to the rules of a 
contract market or any board of trade; 
PUBLIC LAW 101-550—NOV. 15, 1990 
104 STAT. 2719 
"(C) aided, abetted, counseled, commanded, induced, or 
procured the violation by any other person of any foreign 
statute or regulation regarding transactions in securities or 
contracts of sale of a commodity for future delivery traded 
on or subject to the rules of a contract market or any board 
of trade; 
"(5) within 10 years has been convicted by a foreign court of 
competent jurisdiction of a crime, however denominated by the 
laws of the relevant foreign government, that is substantially 
equivalent to an offense set forth in paragraph (1) of subsection 
(a); or 
"(6) by reason of any misconduct, is temporarily or perma-
nently enjoined by any foreign court of competent jurisdiction 
from acting in any of the capacities, set forth in paragraph (2) of 
subsection (a), or a substantially equivalent foreign capacity, or 
from engaging in or continuing any conduct or practice in 
connection with any such activity or in connection with the 
purchase or sale of any security.". 
G)) INVESTMENT ADVISERS ACT OF 1940.—Section 203(e) of the 
Investment Advisers Act of 1940 (15 U.S.C. 80b-3(e)) is amended— 
(1) in paragraph (2) by inserting after "misdemeanor" the 
following: "or of a substantially equivalent crime by a foreign 
court of competent jurisdiction"; 
(2) in paragraph (2)(A), by inserting after "burglary," the 
following: "any substantially equivalent activity however 
denominated by the laws of the relevant foreign government,"; 
(3) in paragraphs (2)(B) and (3)— 
(A) by inserting after "transfer agent," the following: 
"foreign person performing a function substantially equiva-
lent to any of the above,"; and 
(B) after "Commodity Exchange Act" each place it 
appears, the following: "or any substantially equivalent 
statute or regulation"; 
(4) in paragraph (2XC), by inserting after "securities" the 
following: "or substantially equivalent activity however denomi-
nated by the laws of the relevant foreign government"; 
(5) in paragraph (2XD) by inserting ^ter "United States Code" 
the following: ', or a violation of substantially equivalent for-
eign statute ; 
(6) in paragraph (3)— 
(A) by inserting after "court of competent jurisdiction" 
the following: ", including any foreign court of competent 
jurisdiction, ; and 
(B) by inserting after "insurance company," the follow-
ing: "foreign entity substantially equivalent to any of the 
above,"; 
(7) in paragraph (5), by inserting after "this title," the follow-
ing: "the Commodity Exchange Act,"; and 
(8) by inserting after paragraph (6) the following new para-
graph: 
"(7) has been found by a foreign financial regulatory author-
ity to have— 
"(A) made or caused to be made in any application for 
registration or report required to be filed with a foreign 
securities authority, or in any proceeding before a foreign 
securities authority with respect to registration, any state-
ment that was at the time and in light of the circumstances 
104 STAT. 2720 
PUBLIC LAW 101-550—NOV. 15, 1990 
under which it was made false or misleading with respect to 
any material fact, or has omitted to state in any application 
or report to a foreign securities authority any material fact 
that is required to be stated therein; 
"(B) violated any foreign statute or regulation regarding 
transactions in securities or contracts of sale of a commod-
ity for future delivery traded on or subject to the rules of a 
contract market or any board of trade; 
"(C) aided, abetted, counseled, commanded, induced, or 
procured the violation by any other person of any foreign 
statute or regulation regarding transactions in securities or 
contracts of sale of a commodity for future delivery traded 
on or subject to the rules of a contract market or any board 
of trade, or has been found, by the foreign finanical regu-
latory authority, to have failed reasonably to supervise, 
with a view to preventing violations of statutory provisions, 
and rules and regulations promulgated thereunder, another 
person who commits such a violation, if such other person is 
subject to his supervision.", 
(c) CONFORMING AMENDMENT.—Section 203(f) of the Investment 
Advisers Act of 1940 (15 U.S.C. 80b-3(f)) is amended by striking 
"paragraph (1), (4), or (5)" and inserting "paragraph (1), (4), (5), or 
(7)". 
SEC. 206. DEFINITION OF FOREIGN SECURITIES AUTHORITY AND FOR-
EIGN FINANCIAL REGULATORY AUTHORITY. 
(a) INVESTMENT COMPANY ACT OF 1940.—Section 2(a) of the Invest-
ment Company Act of 1940 (15 U.S.C. 80a-2(a)) is amended by 
inserting after paragraph (48) the following: 
"(49) 'Foreign securities authority' means any foreign govern-
ment or any governmental body or regulatory organization 
empowered by a foreign government to administer or enforce its 
laws as they relate to securities matters. 
"(50) 'Foreign financial regulatory authority' means any (A) 
foreign securities authority, (B) other governmental body or 
foreign equivalent of a self-regulatory organization empowered 
by a foreign government to administer or enforce its laws 
relating to the regulation of fiduciaries, trusts, commercial 
lending, insurance, trading in contracts of sale of a commodity 
for future delivery, or other instruments traded on or subject to 
the rules of a contract market, board of trade or foreign equiva-
lent, or other financial activities, or (C) membership organiza-
tion a function of which is to regulate the participation of its 
members in activities listed above.". 
(b) INVESTMENT ADVISERS ACT OF 1940.—Section 202(a) of the 
15 use 80b-2. 
Investment Advisers Act of 1940 (15 U.S.C. 80B-2(a)) is amended by 
inserting after paragraph (22) the following: 
"(23) 'Foreign securities authority' means any foreign govern-
ment, or any governmental body or regulatory organization 
empowered by a foreign government to administer or enforce its 
laws as they relate to securities matters. 
"(24) 'Foreign financial regulatory authority' means any (A) 
foreign securities authority, (B) other governmental body or 
foreign equivalent of a self-regulatory organization empowered 
by a foreign government to administer or enforce its laws 
relating to the regulation of fiduciaries, trusts, commercial 
lending, insurance, trading in contracts of sale of a commodity 
PUBLIC LAW 101-550—NOV. 15,1990 
104 STAT. 2721 
for future delivery, or other instruments traded on or subject to 
the rules of a contract market, board of trade or foreign equiva-
lent, or other financial activities, or (C) membership organiza-
tion a function of which is to r^ulate the participation of its 
members in activities listed above.". 
SEC. 207. REIMBURSEMENT OF EXPENSES INCURRED IN PROVIDING 
ASSISTANCE TO A FOREIGN SECURITIES AUTHORITY. 
Section 4 of the Securities Exchange Act of 1934 (15 U.S.C. 78d) is 
amended by adding at the end thereof the following new subsection: 
"(f) REIMBURSEMENT OF EXPENSES FOR ASSISTING FOREIGN SECURI-
TIES AUTHORITIES.—Notwithstanding any other provision of law, the 
Commission may accept payment and reimbursement, in cash or in 
kind, from a foreign securities authority, or made on behalf of such 
authority, for necessary expenses incurred by the Commission, its 
members, and employees in carrying out any investigation pursuant 
to section 21(aX2) of this title or in providing any other assistance to 
a foreign securities authority. Any pajnnent or reimbursement 
accepted shall be considered a reimbursement to the appropriated 
funds of the Commission.". 
TITLE III—SHAREHOLDER 
COMMUNICATIONS 
SEC 301. SHORT TITLE. 
This title may be cited as the "Shareholder Communications 
Improvement Act of 1990". 
SEC. 302. AMENDMENTS TO 1934 ACT. 
(a) SECTION 14(b).—Section 14(bXl) of the Securities Exchange Act 
of 1934 (15 U.S.C. 78n(bXl)) is amended by— 
(1) striking "section 12 of this title" and inserting "section 12 
of this title, or any security issued by an investment company 
registered under the Investment C!ompany Act of 1940,"; and 
(2) striking "or authorization" and inserting "authorization, 
or information statement". 
(b) SECTION 14(C).—Section 14(c) of the Securities Exchange Act of 
1934 (15 U.S.C. 78n(c)) is amended by striking "title" and inserting 
"title, or a security issued by an investment company registered 
under the Investment Company Act of 1940,". 
SEC. 303. EFFECTIVE DATE. 
The amendments made by section 302 of this title shall take effect 
upon the expiration of 180 days after the date of enactment of this 
Act. 
Shareholder 
Communications 
Improvement 
Act of 1990. 
15 u s e 78a note. 
15 u s e 78n note. 
TITLE IV—TRUST INDENTURE ACT OF 1939 
SEC. 401. SHORT TITLE. 
This title may be cited as the 
1990". 
'Trust Indenture Reform Act of 
Trust Indenture 
Reform Act of 
1990. 
15 use TTaaa 
note. 
104 STAT. 2722 
PUBLIC LAW 101-550—NOV. 15, 1990 
SEC. 402. DEFINITION. 
Section 303(8) of the Trust Indenture Act of 1939 (15 U.S.C. 
77ccc(8)) is amended by inserting "section 305 or" after "provided for 
in". 
SEC. 403. EXEMPTION FROM QUALIFICATION. 
Section 304 of the Trust Indenture Act of 1939 (15 U.S.C. 77ddd) is 
amended— 
(1) in subsection (a)— 
(A) by striking paragraph (3) and inserting "(3)."; and 
(B) in paragraph (4XA), by striking ", as heretofore 
amended/; and 
(2) by striking subsection (d) and inserting the following: 
"(d) The Commission may, by rules or regulations upon its own 
motion, or by order on application by an interested person, exempt 
conditionally or unconditionally any person, registration statement, 
indenture, security or transaction, or any class or classes of persons, 
registration statements, indentures, securities, or transactions, from 
any one or more of the provisions of this title, if and to the extent 
that such exemption is necessary or appropriate in the public 
interest and consistent with the protection of investors and the 
purposes fairly intended by this title. The Commission shall by rules 
and regulations determine the procedures under which an exemp-
tion under this subsection shall be granted, and may, in its sole 
discretion, decline to entertain any application for an order of 
exemption under this subsection.". 
SEC. 404. SECURITIES REQUIRED TO BE REGISTERED UNDER THE SECURI-
TIES ACT. 
Section 305 of the Trust Indenture Act of 1939 (15 U.S.C. 77eee) is 
amended— 
(1) in subsection (aXl), by striking "or has a conflicting in-
terest as defined in subsection (b) of section 310"; 
(2) in subsection (b)— 
(A) by striking "The Commission shall issue" and insert-
ing "(1) Except as may be permitted by paragraph (2) of this 
subsection, the Commission shall issue"; 
(B) by redesignating paragraph (1) as subparagraph (A); 
(C) by inserting "or at the end thereof; 
; (D) by striking paragraph (2); 
(E) redesignating paragraph (3) as subparagraph (B); 
(F) in such subparagraph (B), by striking 
or has any 
conflicting interest as defined in subsection (b) of section 
310"; and 
(G) by adding at the end of subsection (b) the following 
new paragraph: 
"(2) In the case of securities registered under the Securities Act of 
1933, which securities are eligible to be issued, offered, or sold on a 
delayed basis by or on behalf of the registrant, the Commission shall 
not be required to issue an order pursuant to paragraph (1) of 
subsection (b) of section 305 for failure to designate a trustee eligible 
to act under subsection (a) of section 310 if, in accordance with such 
rules and regulations as may be prescribed by the Commission, the 
issuer of such securities files an application for the purpose of 
determining such trustee's eligibility under subsection (a) of section 
310. The Commission shall issue an order prior to the effective date 
of such application refusing to permit the application to become 
PUBLIC LAW 101-550—NOV. 15, 1990 
104 STAT. 2723 
effective, if it finds that any person designated as trustee under such 
indenture is not eligible to act as such under subsection (a) of section 
310, but no order shall be issued except after notice and opportunity 
for hearing within the periods and in the manner required with 
respect to refusal orders pursuant to section 8(b) of the Securities 
Act of 1933. If after notice and opportunity for hearing the Commis-
sion issues an order under this provision, the obligor shall within 5 
calendar days appoint a trustee meeting the requirements of subsec-
tion (a) of section 310. No such appointment shall be effective and 
such refusal order shall not be rescinded by the Commission until a 
person eligible to act as trustee under subsection (a) of section 310 
has been appointed. If no order is issued, an application filed 
pursuant to this paragraph shall be effective the tenth day after 
filing thereof or such earlier date as the Commission may deter-
mine, having due regard to the adequacy of information provided 
therein, the public interest, and the protection of investors.". 
SEC. 405. WHEN QUALIFICATION BECOMES EFFECTIVE. 
Section 309(b) of the Trust Indenture Act of 1939 (15 U.S.C. 
77iii(b)) is amended by inserting after "such Act" the following: ", or 
the failure of the issuer to file an application as provided for by 
section 30503)(2)". 
SEC. 406. PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE. 
Section 310(a) of the Trust Indenture Act of 1939 (15 U.S.C. 
77ijj(a)) is amended— 
(1) by inserting at the end of paragraph (1) the following: "The 
Commission may, pursuant to such rules and regulations as it 
may prescribe, or by order on application, permit a corporation 
or other person organized and doing business under the laws of 
a foreign government to act as sole trustee under an indenture 
qualified or to be qualified pursuant to this title, if such corpora-
tion or other person (i) is authorized under such laws to exercise 
corporate trust powers, and (ii) is subject to supervision or 
examination by authority of such foreign government or a 
political subdivision thereof substantially equivalent to super-
vision or examination applicable to United States institutional 
trustees. In prescribing such rules and regulations or making 
such order, the Commission shall consider whether under such 
laws, a United States institutional trustee is eligible to act as 
sole trustee under an indenture relating to securities sold 
within the jurisdiction of such foreign government."; 
(2) by striking "The indenture to be qualified shall require 
that there shall" in paragraph (1) and inserting "There shall"; 
(3) by striking "thereunder" in paragraph (1) and inserting 
' 
"under every indenture qualified or to be qualified pursuant to 
this title"; 
(4) by inserting "or a corporation or other person permitted to 
act as trustee by the Commission" before "(referred to" in 
pargigraph (1); 
(5) by striking "The indenture to be qualified shall require 
that such institution" in paragraph (2) and inserting "Such 
institution"; 
(6) by striking "such indenture shall provide that" in para-
graph (3); 
104 STAT. 2724 
PUBLIC LAW 101-550—NOV. 15, 1990 
(7) by striking "the indenture to be qualified shall require 
that" in paragraph (4); and 
(8) by inserting "shall" after "the indenture trustee or trust-
ees" in paragraph (4). 
SEC. 407. PERSONS INELIGIBLE FOR APPOINTMENT AS TRUSTEE. 
Section 310(a) of the Trust Indenture Act of 1939 (15 U.S.C. 
77j[ij(a)) is amended by adding at the end thereof the following new 
paragraph: 
"(5) No obligor upon the indenture securities or person directly or 
indirectly controlling, controlled by, or under common control with 
such obligor shall serve as trustee upon such indenture securities.". 
SEC. 408. DISQUALIFICATION OF TRUSTEE. 
Section 310(b) of the Trust Indenture Act of 1939 (15 U.S.C. 
77iij(b)) is amended to read as follows: 
"(b) If any indenture trustee has or shall acquire any conflicting 
interest as hereinafter defined— 
"(i) then, within 90 days after ascertaining that it has such 
conflicting interest, and if the default (as defined in the next 
sentence) to which such conflicting interest relates has not been 
cured or duly waived or otherwise eliminated before the end of 
such 90-day period, such trustee shall either eliminate such 
conflicting interest or, except £is otherwise provided below in 
this subsection, resign, and the obligor upon the indenture 
securities shall take prompt steps to have a successor appointed 
in the manner provided in the indenture; 
"(ii) in the event that such trustee shall fail to comply with 
the provisions of clause (i) of this subsection, such trustee shall, 
within 10 days after the expiration of such 90-day period, 
transmit notice of such failure to the indenture security holders 
in the manner and to the extent provided in subsection (c) of 
section 313; and 
"(iii) subject to the provisions of subsection (e) of section 315, 
unless such trustee's duty to resign is stayed as provided below 
in this subsection, any security holder who has been a bona fide 
holder of indenture securities for at least six months may, on 
behalf of himself and all others similarly situated, petition any 
court of competent jurisdiction for the removal of such trustee, 
and the appointment of a successor, if such trustee fails, after 
written request thereof by such holder to comply with the 
provisions of clause (i) of this subsection. 
"For the purposes of this subsection, an indenture trustee shall be 
deemed to have a conflicting interest if the indenture securities are 
in default (as such term is defined in such indenture, but exclusive 
of any period of grace or requirement of notice) and— 
"(1) such trustee is trustee under another indenture under 
which any other securities, or certificates of interest or partici-
pation in any other securities, of an obligor upon the indenture 
securities are outstanding or is trustee for more than one 
outstanding series of securities, as hereafter defined, under a 
single indenture of an obligor, unless— 
"(A) the indenture securities are collateral trust notes 
under which the only collateral consists of securities issued 
under such other indenture, 
PUBLIC LAW 101-550—NOV. 15, 1990 
104 STAT. 2725 
"(B) such other indenture is a collateral trust indenture 
under which the only collateral consists of indenture securi-
ties, or 
"(C) such obligor has no substantial unmortgaged assets 
and is engaged primarily in the business of owning, or of 
owning and developing and/or operating, real estate, and 
the indenture to be qualified and such other indenture are 
secured by wholly separate and distinct parcels of real 
estate: 
Provided, That the indenture to be qualified shall automatically 
be deemed (unless it is expressly provided therein that such 
provision is excluded) to contain a provision excluding from the 
operation of this paragraph other series under such indenture, 
and any other indenture or indentures under which other secu-
rities, or certificates of interest or participation in other securi-
ties, of such an obligor are outstanding, if— 
"(i) the indenture to be qualified and any such other 
indenture or indentures (and all series of securities issuable 
thereunder) are wholly unsecured and rank equally, and 
such other indenture or indentures (and such series) are 
specifically described in the indenture to be qualified or are 
thereafter qualified under this title, unless the Commission 
shall have found and declared by order pursuant to subsec-
tion (b) of section 305 or subsection (c) of section 307 that 
differences exist between the provisions of the indenture (or 
such series) to be qualified and the provisions of such other 
indenture or indentures (or such series) which are so likely 
to involve a material conflict of interest as to make it 
necessary in the public interest or for the protection of 
investors to disqualify such trustee from acting as such 
under one of such indentures, or 
"(ii) the issuer shall have sustained the burden of prov-
ing, on application to the Commission and after opportunity 
for hearing thereon, that trusteeship under the indenture 
to be qualified and such other indenture or under more 
than one outstanding series under a single indenture is not 
so likely to involve a material conflict of interest as to make 
it necessary in the public interest or for the protection of 
investors to disqualify such trustee from acting as such 
under one of such indentures or with respect to such series; 
"(2) such trustee or any of its directors or executive officers is 
an underwriter for an obligor upon the indenture securities; 
"(3) such trustee directly or indirectly controls or is directly or 
indirectly controlled by or is under direct or indirect common 
control with an underwriter for an obligor upon the indenture 
securities; 
"(4) such trustee or any of its directors or executive officers is 
a director, officer, partner, employee, appointee, or representa-
tive of an obligor upon the indenture securities, or of an under-
writer (other than the trustee itself) for such an obligor who is 
currently engaged in the business of underwriting, except 
that— 
"(A) one individual may be a director and/or an executive 
officer of the trustee and a director and/or an executive 
officer of such obligor, but may not be at the same time an 
executive officer of both the trustee and of such obligor, 
104 STAT. 2726 
PUBLIC LAW 101-550-NOV. 15, 1990 
"(B) if and so long as the number of directors of the 
trustee in office is more than nine, one additional individ-
ual may be a director and/or an executive officer of the 
trustee and a director of such obligor, and 
"(C) such trustee may be designated by any such obligor 
or by any underwriter for any such obligor, to act in the 
capacity of transfer agent, registrar, custodian, pajdng 
agent, fiscal agent, escrow agent, or depositary, or in any 
other similar capacity, or, subject to the provisions of para-
graph (1) of this subsection, to act as trustee, whether under 
an indenture or otherwise; 
"(5) 10 per centum or more of the voting securities of such 
trustee is beneficially owned either by an obligor upon the 
indenture securities or by any director, partner or executive 
officer thereof, or 20 per centum or more of such voting securi-
ties is beneficially owned, collectively by any two or more of 
such persons; or 10 per centum or more of the voting securities 
of such trustee is beneficially owned either by an underwriter 
for any such obligor or by any director, partner, or executive 
officer thereof, or is beneficially owned, collectively, by any two 
or more such persons; 
"(6) such trustee is the beneficial owner of, or holds as collat-
eral security for an obligation which is in default as hereinafter 
defined— 
"(A) 5 per centum or more of the voting securities, or 10 
per centum or more of any other class of security, of an 
obligor upon the indenture securities, not including inden-
tures securities and securities issued under any other 
indenture under which such trustee is also trustee, or 
"(B) 10 per centum or more of any class of security of an 
underwriter for any such obligor; 
"(7) such trustee is the beneficial owner of, or holds as collat-
eral security for an obligation which is in default as hereinafter 
defined, 5 per centum or more of the voting securities of any 
person who, to the knowledge of the trustee, owns 10 per 
centum or more of the voting securities of, or controls directly 
or indirectly or is under direct or indirect common control with, 
an obligor upon the indenture securities; 
"(8) such trustee is the beneficial owner of, or holds as collat-
eral security for an obligation which is in default as hereinafter 
defined, 10 per centum or more of any class of security of any 
person who, to the knowledge of the trustee, owns 50 per 
centum or more of the voting securities of an obligor upon the 
indenture securities; 
"(9) such trustee owns, on the date of default upon the 
indenture securities (as such term is defined in such indenture 
but exclusive of any period of grace or requirement of notice) or 
any anniversary of such default while such default upon the 
indenture securities remains outstanding, in the capacity of 
executor, administrator, testamentary or inter vivos trustee, 
guardian, committee or conservator, or in any other similar 
capacity, an aggregate of 25 per centum or more of the voting 
securities, or of any class of security, of any person, the bene-
ficial ownership of a specified percentage of which would have 
constituted a conflicting interest under paragraph (6), (7), or (8) 
of this subsection. As to any such securities of which the 
indenture trustee acquired ownership through becoming execu-
PUBLIC LAW 101-550—NOV. 15, 1990 
104 STAT. 2727 
tor, administrator or testamentary trustee of an estate which 
include them, the provisions of the preceding sentence shall not 
apply for a period of not more than 2 years from the date of 
such acquisition, to the extent that such securities included in 
such estate do not exceed 25 per centum of such voting securi-
ties or 25 per centum of any such class of security. Promptly 
after the dates of any such default upon the indenture securities 
and annually in each succeeding year that the indenture securi-
ties remain in default the trustee shall make a check of its 
holding of such securities in any of the above-mentioned capac-
ities as of such dates. If the obligor upon the indenture securi-
ties fails to make pajrment in full of principal or interest under 
such indenture when and as the same becomes due and payable, 
and such failure continues for 30 days thereafter, the trustee 
shall make a prompt check of its holdings of such securities in 
any of the above-mentioned capacities as of the date of the 
expiration of such 30-day period, and after such date, notwith-
standing the foregoing provisions of this paragraph, all such 
securities so held by the trustee, with sole or joint control over 
such securities vested in it, shall be considered as though bene-
ficially owned by such trustee, for the purposes of paragraphs 
(6), (7), and (8) of this subsection; or 
"(10) except under the circumstances described in paragraphs 
(1), (3), (4), (5) or (6) of section 311(b) of this title, the trustee shall 
be or shall become a creditor of the obligor. 
"For purposes of paragraph (1) of this subsection, and of section 
316(a) of this title, the term 'series of securities' or 'series' means a 
series, class or group of securities issuable under an indenture 
pursuant to whose terms holders of one such series may vote to 
direct the indenture trustee, or otherwise take action pursuant to a 
vote of such holders, separately from holders of another such series: 
Provided, That 'series of securities' or 'series' shall not include any 
series of securities issuable under an indenture if all such series 
rank equally and are wholly unsecured. 
"The specification of percentages in paragraphs (5) to (9), inclu-
sive, of this subsection shall not be construed as indicating that the 
ownership of such percentages of the securities of a person is or is 
not necessary or sufficient to constitute direct or indirect control for 
the purposes of paragraph (3) or (7) of this subsection. 
"For the purposes of paragraphs (6), (7), (8), and (9) of this 
subsection— 
"(A) the terms 'security' and 'securities' shall include only 
such securities as are generally known as corporate securities, 
but shall not include any note or other evidence of indebtedness 
issued to evidence an obligation to repay moneys lent to a 
person by one or more banks, trust companies, or banking firms, 
or any certificate of interest or participation in any such note or 
evidence of indebtedness; 
"(B) an obligation shall be deemed to be in default when a 
default in payment of principal shall have continued for thirty 
daprs or more, and shall not have been cured; and 
'(C) the indenture trustee shall not be deemed the owner or 
holder of (i) any security which it holds as collateral security (as 
trustee or otherwise) for any obligation which is not in default 
as above defined, or (ii) any security which it holds as collateral 
security under the indenture to be qualified, irrespective of any 
default thereunder, or (iii) any security which it holds as agent 
104 STAT. 2728 
PUBLIC LAW 101-550—NOV. 15, 1990 
for collection, or as custodian, escrow agent or depositary, or in 
any similar representative capacity. 
"For the purposes of this subsection, the term 'underwriter' when 
used with reference to an obligor upon the indenture securities 
means every person who, within one year prior to the time as of 
which the determination is made, W£is an underwriter of any secu-
rity of such obligor outstanding at the time of the determination. 
"Except in the case of a default in the payment of the principal of 
or interest on any indenture security, or in the payment of any 
sinking or purchase fund installment, the indenture trustee shall 
not be required to resign as provided by this subsection if such 
trustee shall have sustained the burden of proving, on application to 
the Commission and after opportunity for hearing thereon, that— 
"(i) the default under the indenture may be cured or waived 
during a reasonable period and under the procedures described 
in such application, and 
"(ii) a stay of the trustee's duty to resign will not be inconsist-
ent with the interests of holders of the indenture securities. The 
filing of such an application shall automatically stay the 
performance of the duty to resign until the Commission orders 
otherwise. 
"Any resignation of an indenture trustee shall become effective 
only upon the appointment of a successor trustee and such succes-
sor's acceptance of such an appointment.". 
SEC. 409. PREFERENTIAL COLLECTION OF CLAIMS AGAINST OBLIGOR 
Section 311 of the Trust Indenture Act of 1939 (15 U.S.C. 77kkk) is 
amended— 
(1) by striking "the indenture to be qualified shall provide 
that" in the first paragraph of subsection (a); 
(2) by striking "The indenture to be qualified shall provide 
that, if' at the beginning of the third paragraph of subsection 
(a) and inserting "If; 
(3) by striking "four months" and "four months'" each place 
they appear in subsection (a) and inserting "three months" and 
"three months' ", respectively; 
(4) by inserting at the end of subsection (a) the following: "In 
any case commenced under the Bankruptcy Act of July 1, 1898, 
or any amendment thereto enacted prior to November 6, 1978, 
all references to periods of three months shall be deemed to be 
references to periods of four months."; and 
(5) by striking "may" in the first line of subsection (b) and 
inserting "shall automatically be deemed (unless it is expressly 
provided therein that any such provision is excluded) to". 
SEC. 410. BONDHOLDER LISTS. 
Section 312 of the Trust Indenture Act of 1939 (15 U.S.C. 77///) is 
amended— 
(1) by striking "The indenture to be qualified shall contain 
provisions requiring each obligor" in subsection (a) and insert-
ing "Each obligor"; 
(2) in subsection (a), by striking "indenture securities to" and 
inserting "indenture securities shall"; and 
(3) by striking "The indenture to be qualified shall also 
contain provisions requiring that, within" in subsection (b) and 
inserting "Within". 
PUBLIC LAW 101-550—NOV. 15, 1990 
104 STAT. 2729 
SEC. 411. REPORTS BY INDENTURE TRUSTEE. 
Section 313(a) of the Trust Indenture Act of 1939 (15 U.S.C. 
77mmm(a)) is amended— 
(1) by striking "The indenture to be qualified shall contain 
provisions requiring the indenture trustee to" and inserting 
"The indenture trustee shall"; 
(2) by inserting after "a brief report with respect to" the 
following: "any of the following events which may have oc-
curred within the previous 12 months (but if no such event has 
occurred within such period no report need be transmitted):"; 
(3) by inserting after the paragraph designation at the begin-
ning of paragraphs (1), (4), and (5) the following: "any change 
to"; 
(4) in paragraph (1) by striking ", or in lieu thereof, if to the 
best of its knowledge it has continued to be eligible and quali-
fied under such section, a written statement to such effect"; and 
(5XA) by redesignating paragraphs (2) through (7) as para-
graphs (3) through (8), respectively; and 
(B) by inserting after paragraph (1) the following: 
"(2) the creation of or any material change to a relationship 
specified in paragraph (1) through (10) of section 310(b);". 
SEC. 412. BONDHOLDER COMMUNICATIONS. 
Section 313 of the Trust Indenture Act of 1939 (15 U.S.C. 77mmm) 
is amended— 
(1) by striking "The indenture to be qualified shall also 
contain provisions requiring the indenture trustee to" in subsec-
tion (b) and inserting "The indenture trustee shall"; 
(2) by striking "The indenture to be qualified shall also 
provide that reports" in subsection (c) and inserting "Reports"; 
and 
(3) by striking "The indenture to be qualified shall also 
provide that a copy" in subsection (d) and inserting "A copy". 
SEC. 413. REPORTS BY OBLIGOR; EVIDENCE OF COMPLIANCE WITH 
INDENTURE PROVISIONS. 
Section 314 of the Trust Indenture Act of 1939 (15 U.S.C. 77nnn) is 
amended— 
(1) by striking "The indenture to be qualified shall contain 
provisions requiring each" in subsection (a) and inserting 
"Each"; 
(2) by inserting "shall" after "thereby" in such subsection; 
(3) by striking "to" after the paragraph designation at the 
beginning of paragraphs (1), (2), and (3) of subsection (a); 
(4) by striking "and" at the end of paragraph (2) of subsection 
(a); 
(5) by striking the period at the end of paragraph (3) of 
suljsection (a) and inserting "; and"; 
(6) by adding at the end of subsection (a) the following new 
paragraph: 
"(4) furnish to the indenture trustee, not less often than 
annually, a brief certificate from the principal executive officer, 
principal financial officer or principal accounting officer as to 
his or her knowlec^e of such obligor's compliance with all 
conditions and covenants under the indenture. For purposes of 
this paragraph, such compliance shall be determined without 
104 STAT. 2730 
PUBLIC LAW 101-550—NOV. 15, 1990 
regard to any period of grace or requirement of notice provided 
under the indenture."; 
(7) by striking "such indenture shall contain provisions 
requiring" in suteection (b); 
(8) by striking "securities to furnish" in subsection (b) and 
inserting "securities shall furnish"; 
(9) by striking "The indenture to be qualified shall contain 
provisions requiring the obligor" in subsection (c) and inserting 
"The obligor"; 
(10) by striking "securities to furnish" in subsection (c) and 
inserting "securities shall furnish"; 
(11) by striking "such indenture shall contain provisions" in 
subsection (d) and inserting "the obligor upon the indenture 
securities shall furnish to the indenture trustee a certificate or 
opinion of an engineer, appraiser, or other expert as to the fair 
value"; 
(12) by striking "requiring the obligor upon the indenture 
securities to furnish to the indenture trustee a certificate or 
opinion of an engineer, appraiser or other expert as to the fair 
value" in paragraphs (1), (2) and (3) of subsection (d); 
(13) by striking "If the indenture to be qualified so provides," 
at the beginning of the penultimate sentence of subsection (d) 
and inserting "The indenture to be qualified shall automatically 
be deemed (unless it is expressly provided therein that such 
provision is excluded) to provide that"; 
(14) by striking "specified in the indenture" in the penul-
timate sentence of subsection (d) and inserting "duly authorized 
to make such certificate or opinion by the obligor from time to 
time"; and 
(15) by inserting in subsection (e) "(other than certificates 
provided pursuant to subsection (aX4) of this section)" after 
"indenture". 
SEC. 414. DUTIES AND RESPONSIBILITIES OF THE TRUSTEE. 
Section 315 of the Trust Indenture Act of 1939 (15 U.S.C. 77ooo) is 
amended— 
(1) by striking "The indenture to be qualified may" in subsec-
tions (a) and (e) and inserting "The indenture to be qualified 
shall automatically be deemed (unless it is expressly provided 
therein that any such provision is excluded) to"; 
(2) by striking "such indenture shall contain provisions 
requiring the indenture trustee to examine" in subsection (a) 
and inserting "the indenture trustee shall examine"; 
(3) by striking "The indenture to be qualified shall contain 
provisions requiring the indenture trustee to" in subsections (b) 
and (c) and inserting "The indenture trustee shall"; 
(4) by striking "That such indenture may" in the proviso in 
subsection (b) and inserting "That such indenture shall auto-
matically be deemed (unless it is expressly provided therein that 
such provision is excluded) to"; and 
(5) by striking "such indenture may" in paragraphs (1), (2), 
and (3) of subsection (d) and inserting "such indenture shall 
automatically be deemed (unless it is expressly provided therein 
that any such provision is excluded) to". 
PUBLIC LAW 101-550—NOV. 15, 1990 
104 STAT. 2731 
SEC. 415. DIRECTIONS AND WAIVERS BY BONDHOLDERS; PROHIBITION 
OF IMPAIRMENT OF RIGHT TO PAYMENT; RECORD DATES. 
Section 316 of the Trust Indenture Act of 1939 (15 U.S.C. 77ppp) is 
amended— 
(1) by striking "may contain provisions" after "qualified" in 
subsection (a) and inserting "may contain provisions" before 
"authorizing the holders" in paragraph (2) of subsection (a); 
(2) by inserting "shall automatically be deemed (unless it is 
expressly provided therein that any such provision is excluded) 
to contain provisions" before "authorizing the holders" in para-
graph (1) of subsection (a); 
(3) by inserting "or if expressly specified in such indenture, of 
any series of securities" grfter principal amount of the inden-
ture securities" in paragraphs (1) and (2) of subsection (a); 
(4) by striking "The indenture to be qualified shall provide 
that, notwithstanding" in subsection (b) and inserting "Notwith-
standing"; 
(5) by striking "thereof in subsection (b) and inserting "of the 
indenture to be qualified"; and 
(6) by adding at the end thereof the following new subsection: 
"(c) The obligor upon any indenture qualified under this title may 
set a record date for purposes of determining the identity of inden-
ture security holders entitled to vote or consent to any action by 
vote or consent authorized or permitted by subsection (a) of this 
section. Unless the indenture provides otherwise, such record date 
shall be the later of 30 days prior to the first solicitation of such 
consent or the date of the most recent list of holders furnished to the 
trustee pursuant to section 312 of this title prior to such solicita-
tion.". 
SEC. 416. SPECIAL POWERS OF TRUSTEE; DUTIES OF PAYING AGENTS. 
Section 317 of the Trust Indenture Act of 1939 (15 U.S.C. 77qqq) is 
amended— 
(1) by striking "to be qualified shall contain provisions" in 
subsection (a) and inserting "trustee shall be authorized"; 
(2) by striking "authorizing the indenture trustee" in para-
graph (1); 
(3) by striking "authorizing such trustee" from paragraph (2); 
and 
(4) by striking "The indenture to be qualified shall provide 
that each" in subsection (b) and inserting "Each". 
SEC. 
4
1
7
. 
EFFECT 
OF 
MANDATORY 
TERMS. 
Section 318 of the Trust Indenture Act of 1939 (15 U.S.C. 77rrr) is 
amended— 
(1) by striking subsection (a) and inserting the following: 
"SEC. 318. (a) If any provision of the indenture to be qualified 
limits, qualifies, or conflicts with the duties imposed by operation of 
subsection (c) of this section, the imposed duties shall control."; 
(2) by adding at the end thereof the following new subsection: 
"(c) The provisions of sections 310 to and including 317 that 
impose duties on any person (including provisions automatically 
deemed included in an indenture unless the indenture provides that 
such provisions are excluded) are a part of and govern every quali-
fied indenture, whether or not physically contained therein, shall be 
deemed retroactively to govern each indenture heretofore qualified, 
and prospectively to govern each indenture hereafter qualified 
under this title and shall be deemed retroactively to amend and 
104 STAT. 2732 
PUBLIC LAW 101-550—NOV. 15, 1990 
supersede inconsistent provisions in each such indenture heretofore 
qualified. The foregoing provisions of this subsection shall not be 
deemed to effect the inclusion O
t
)
y retroactive amendment or other-
wise) in the text of any indenture heretofore qualified of emy of the 
optional provisions contemplated by section 3100)X1), 311(b), 314(d), 
315(a), 315(b), 315(d), 315(e), or 316(aXl).". 
SEC. 418. JURISDICTION OF OFFENSES AND SUITS. 
Section 322(b) of the Trust Indenture Act of 1939 (15 U.S.C. 
77vvv(b)) is amended by inserting "or duty" after "any liability". 
Approved November 15, 1990. 
LEGISLATIVE HISTORY—H.R. 1396 (S. 1712): 
HOUSE REPORTS: No. 101-240 (Comm. on Energy and Commerce) and No. 101-924 
(Comm. of Conference). 
SENATE REPORTS: No. 101-155 accompanying S. 1712 (Comm. on Banking, 
Housing, and Urban Affairs). 
CONGRESSIONAL RECORD: 
Vol. 135 (1989): Sept. 25, considered and passed House. 
Nov. 16, considered and passed Senate, amended, in lieu of 
S. 1712. 
Vol. 136 (1990): Oct. 1, House concurred in Senate amendments with an 
amendment. 
Oct. 25, Senate agreed to conference report. 
Oct. 26, House agreed to conference report.