Government Securities Act Amendments of 1993
PL 103-202 (S.422), enacted 12/17/1993

107 STAT. 2344 
PUBLIC LAW 103-202—DEC. 17, 1993 
Public Law 103-202 
103d Congress 
An Act 
Dec. 17, 1993 
To extend and revise rulemaking authority with respect to government securities 
[S. 422] 
under the Federal securities laws, and for other purposes. 
Be it enacted by the Senate and House of Representatives of 
Government 
the United States of 
America in Congress assembled, 
Securities Act 
Amendments 
SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 
of 1993 
15 use 78a 
(a) SHORT TITLE.—^This Act may be cited as the "Government 
note. 
Securities Act Amendments of 1993". 
(b) TABLE OF CONTENTS.—The table of contents for this Act 
is as follows: 
Sec. 1. Short title; table of contents. 
TITLE I—AMENDMENTS TO THE SECURITIES EXCHANGE ACT OF 1934 
Sec. 101. Findings. 
Sec. 102. Extension of government securities rulemaking authority. 
Sec. 103. Transaction records. 
Sec. 104. Large position reporting. 
Sec. 105. Authority of the Commission to regulate transactions in exempted securi-
ties. 
Sec. 106. Sales practice rulemaking authority. 
Sec. 107. Market information. 
Sec. 108. Disclosure by government securities brokers and government securities 
defders whose accounts are not insiured by the S^urities Investor Pro-
tection Corporation. 
Sec. 109. Technical amendments. 
Sec. 110. Offerings of certain government securities. 
Sec. 111. Rule of construction. 
Sec. 112. Study of regulatory system for government securities. 
TITLE II—REPORTS ON PUBLIC DEBT 
Sec. 201. Annual report on public debt. 
Sec. 202. Treasury auction reforms. 
Sec. 203. Notice on Treasury modifications to auction process. 
TITLE III—LIMITED PARTNERSHIP ROLLUPS 
Sec. 301. Short title. 
Sec. 302. Revision of proxy solicitation rules with respect to limited partnership 
roUup transactions. 
Sec. 303. Rules of fair practice in roUup transactions. 
Sec. 304. Effective date; effect on existing authority. 
TITLE I—AMENDMENTS TO THE 
SECURITIES EXCHANGE ACT OF 1934 
15USC780-5 
SEC. 101. FINDINGS. 
The Congress finds that— 
PUBLIC LAW 103-202—DEC. 17, 1993 
107 STAT. 2345 
(1) the liquid and efificient operation of the government 
securities market is essential to facilitate government borrow-
ing at the lowest possible cost to taxpayers; 
(2) the fair and honest treatment of investors will 
strengthen the integrity and Uquidity of the government securi-
ties market; 
(3) rules promulgated by the Secretary of the Treasury 
pursuant to the Government Securities Act of 1986 have worked 
well to protect investors from unregulated dealers and maintain 
the efficiency of the government securities market; and 
(4) extending the authority of the Secretary and providing 
new authority will ensure the continued strength of the govern-
ment securities market. 
SEC. 102. EXTENSION OF GOVERNMENT SECURITIES RULEMAKING 
AUTHORITY. 
Section 15C of the Securities Exchange Act of 1934 (15 U.S.C. 
78o-6) is amended by striking subsection (g). 
SEC. 103. TRANSACTION RECORDS. 
(a) AMENDMENT.—Section 15C(d) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78o-5(d)) is amended by adding at the 
end the following new paragraph: 
"(3) GOVERNMENT SECURITIES TRADE RECONSTRUCTION.— 
"(A) FURNISHING RECORDS.—^Every government securities 
broker and government securities dealer shall furnish to the 
Commission on request such records of government securities 
transactions, including records of the date and time of execution 
of trades, as the Commission may require to reconstruct trading 
in the course of a particular inqmiy or investigation being 
conducted by the Commission for enforcement or surveillance 
purposes. In requiring information piu'suant to this paragraph, 
the Commission shall specify the information required, the 
period for which it is required, the time and date on which 
the information must be furnished, and whether the informa-
tion is to be furnished directly to the Commission, to the 
Federal Reserve Bank of New York, or to an appropriate regu-
latory agency or self-regulatory organization with responsibility 
for examining the government securities broker or government 
securities dealer. The Commission may require that such 
information be furnished in machine readable form notwith-
standing any limitation in subparagraph (B). In utilizing its 
authority to require information in machine readable form, 
the Commission shall minimize the burden such requirement 
may place on small government securities brokers and dealers. 
"(B) LIMITATION; CONSTRUCTION.—The Commission shall 
not utilize its authority under this paragraph to develop regular 
reporting requirements, except that the Commission may 
require information to be furnished under this paragraph as 
frequently as necessary for particular inquiries or investigations 
for enforcement or surveillance purposes. This paragraph shall 
not be construed as requiring, or as authorizing the Commission 
to require, any government securities broker or government 
securities dealer toi obtain or maintain any information for 
P
urposes of this paragraph which is not otherwise maintained 
y such broker or dealer in accordance with any other provision 
of law or usual and customary business practice. The Commis-
sion shall, where feasible, avoid requiring any information to 
107 STAT. 2346 
PUBLIC LAW 103-202—DEC. 17, 1993 
be furnished under this paragraph that the Commission may 
obtain from the Federal Reserve Bank of New York. 
"(C) PROCEDURES FOR REQUIRING INFORMATION.—At the 
time the Commission requests any information pursuant to 
subparagraph (A) with respect to any government securities 
broker or government securities dealer for which the Commis-
sion is not the appropriate regulatory agency, the Commission 
shall notify the appropriate regulatory agency for such govern-
ment securities broker or government securities dealer and, 
upon request, furnish to the appropriate regulatory agency 
any information supplied to the Commission. 
"(D) CONSULTATION.—Within 90 days after the date of 
enactment of this paragraph, and annually thereafter, or upon 
the request of any other appropriate regulatory agency, the 
Commission shall consult with the other appropriate regulatory 
agencies to determine the availability of records that may be 
required to be ftimished under this paragraph and, for those 
records available directly from the other appropriate regulatory 
agencies, to develop a procedure for fumishmg such records 
expeditiously upon the Commission's request. 
"(E) EXCLUSION FOR EXAMINATION REPORTS.—Nothing in 
this paragraph shall be construed so as to permit the Commis-
sion to require any government securities broker or government 
securities dealer to obtain, maintain, or furnish any examina-
tion report of any appropriate regulatory agency other than 
the Commission or any supervisory recommendations or analy-
sis contained in any such examination report. 
Confidentiality. 
"(F) AUTHORITY TO LIMIT DISCLOSURE OF INFORMATION.— 
Notwithstanding any other provision of law, the Commission 
and the appropriate regulatory agencies shall not be compelled 
to disclose any information required or obtained under this 
paragraph. Nothing in this paragraph shall authorize the 
Commission or any appropriate regulatory agency to withhold 
information from Congress, or prevent the Commission or any 
appropriate regulatory agency from complying with a request 
for information from any other Federal department or agency 
requesting information for purposes within the scope of its 
- 
jurisdiction, or from complying with an order of a court of 
the United States in an action brought by the United States, 
the Commission, or the appropriate regulatory agency. For 
purposes of section 552 of title 5, United States Code, this 
subparagraph shall be considered a statute described in sub-
^ 
section (b)(3)(B) of such section 552.". 
(b) CONFORMING AMENDMENTS.—(1) Section 15C(a)(4) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78o-5(a)(4)) is amended 
by inserting ", other than subsection (dX3),'' after "subsection (a), 
(b), or (d) of this section". 
(2) Section 15C(f)(2) of such Act is amended— 
(A) in the first sentence, by inserting ", other than sub-
section (d)(3)", after "threatened violation of the provisions of 
this section"; and 
(B) in the second sentence, by inserting "(except subsection 
(dX3))" after "other than this section". 
SEC. 104. LARGE POSITION REPORTING. 
Section 15C of the Securities Exchange Act of 1934 (15 U.S.C. 
78o-6) is amended— 
PUBLIC LAW 103-202—DEC. 17, 1993 
107 STAT. 2347 
(1) by redesignating subsection (f) as subsection (g); and 
(2) by inserting after subsection (e) the following new sub-
section: 
"(f) LARGE POSITION REPORTING.— 
"(1) REPORTING REQUIREMENTS.—^The Secretary may adopt 
rules to require specified persons holding, maintaining, or 
controlling large positions in to-be-issued or recently issued 
Treasury securities to file such reports regarding such positions 
as the Secretary determines to be necessary and appropriate 
for the purpose of monitoring the impact in the Treasury securi-
ties market of concentrations of positions in Treasury securities 
and for the purpose of otherwise assisting the Commission 
in the enforcement of this title, taking into account any impact 
of such rules on the efficiency and liquidity of the Treasury 
securities market and the cost to taxpayers of funding the 
Federal debt. Unless otherwise specified by the Secretary, 
reports required under this subsection shall be filed with the 
Federal Reserve Bank of New York, acting as agent for the 
Secretary. Such reports shall, on a timely basis, be provided 
directly to the Commission by the person with whom they 
are filed. 
"(2) RECORDKEEPING REQUIREMENTS.—Rules under this 
subsection may require persons holding, maintaining, or 
controlling large positions in Treasury securities to make and 
keep for prescribed periods such records as the Secretary deter-
mines are necessary or appropriate to ensure that such persons 
can comply with reporting requirements under this subsection. 
"(3) AGGREGATION RULES.—Rules under this subsection— 
"(A) may prescribe the manner in which positions and 
accounts shall be aggregated for the purpose of this sub-
section, including aggregation on the basis of common 
ownership or control; and 
"(B) may define which persons (individually or as a 
group) hold, maintain, or control large positions. 
"(4) DEFINITIONAL AUTHORITY; DETERMINATION OF REPORT-
ING THRESHOLD.— 
"(A) In prescribing rules under this subsection, the 
Secretary may, consistent with the purpose of this sub-
section, define terms used in this subsection that are not 
otherwise defined in section 3 of this title. 
"(B) Rules imder this subsection shall specify— 
"(i) the minimum size of positions subject to report-
ing under this subsection, which shall be no less than 
the size that provides the potential for manipulation 
or control of the supply or price, or the cost of financing 
arrangements, of an issue or the portion thereof that 
is available for trading; 
"(ii) the types of positions (which may include 
financing arrangements) to be reported; 
"(iii) the securities to be covered; and 
"(iv) the form and manner in which reports shall 
be transmitted, which may include transmission in 
machine readable form. 
"(5) EXEMPTIONS.—Consistent with the public interest and 
the protection of investors, the Secretary by rule or order may 
exempt in whole or in part, conditionally or luiconditionally, 
107 STAT. 2348 
PUBLIC LAW 103-202—DEC. 17, 1993 
any person or class or persons, or any transaction or class 
of transactions, from the requirements of this subsection. 
Confidentiality. 
«(6) LIMITATION ON DISCLOSURE OF INFORMATION.—^Not-
withstanding any other provision of law, the Secretary and 
the Commission shall not be compelled to disclose any informa-
tion required to be kept or reported imder this subsection. 
Nothing in this subsection shall authorize the Secretary or 
the Commission to withhold information from Congress, or 
prevent the Secretary or the Commission from complying with 
a request for information from any other Federal department 
or agency requesting information for purposes within the scope 
of ite jurisdiction, or from compl3dng with an order of a court 
of the United States in an action brought by the United States, 
the Secretary, or the Commission. For purposes of section 552 
of title 5, United States Code, this paragraph shall be consid-
ered a statute described in subsection (b)(3)(B) of such section 
552.". 
SEC. 105. AUTHORITY OF THE COMMISSION TO REGULATE TRANS-
ACTIONS IN EXEMPTED SECURITIES. 
(a) PREVENTION OF FRAUDULENT AND MANIPULATIVE ACTS AND 
PRACTICES.—Section 15(c)(2) of the Securities Exchange Act of 1934 
(15 U.S.C. 780(c)(2)) is amended— 
(1) by inserting "(A)" after "(2)"; 
(2) by striking "fictitious quotation, and no municipal secu-
rities dealer" and inserting the following: 
"fictitious quotation. 
"(B) No municipal securities dealer"; 
(3) by striking "fictitious quotation. The Commission shall" 
and inserting the following: 
"fictitious quotation. 
"(C) No government securities broker or government securities 
dealer shall make use of the mails or any means or instrumentahty 
of interstate commerce to effect any transaction in, or induce or 
attempt to induce the purchase or sale of, any government security 
in connection with which such government securities broker or 
government securities dealer engages in any fraudulent, deceptive, 
or manipulative act or practice, or makes any fictitious quotation. 
"(D) The Commission shall"; and 
(4) by adding at the end the following: 
"(E) The Commission shall, prior to adopting any rule or regula-
tion under subparagraph (C), consult with and consider the views 
of the Secretary of the Treasury and each appropriate regulatory 
agency. If the Secretary of the Treasury or any appropriate regu-
latory agency comments in writing on a proposed rule or regulation 
of the Commission under such subparagraph (C) that has been 
published for comment, the Commission shall respond in writing 
to such written comment before adopting the proposed rule. If 
the Secretary of the Treasury determines, and notifies the Commis-
sion, that such rule or regulation, if implemented, would, or as 
applied does (i) adversely affect the liquidity or efficiency of the 
market for government securities; or (ii) impose any burden on 
competition not necessary or appropriate in furtherance of the pur-
poses of this section, the Commission shall, prior to adopting the 
proposed rule or regulation, find that such rule or regulation is 
necessary and appropriate in furtherance of the purposes of this 
section notwithstanding the Secretary's determination.". 
PUBLIC LAW 103-202—DEC. 17, 1993 
107 STAT. 2349 
(b) FRAUDULENT AND MANIPULATIVE DEVICES AND CONTRI-
VANCES.—Section 15(c)(1) of the Securities Exchange Act of 1934 
(15 U.S.C. 780(c)(1)) is amended— 
(1) by inserting "(A)" after "(c)(1)''; 
(2) by striking "contrivance, and no municipal securities 
dealer" and inseri^ing the following: 
"contrivance. 
"(B) No municipal securities dealer"; 
(3) by strUdng "contrivance. The Commission shall" and 
inserting the following: 
"contrivance. 
"(C) No government securities broker or government securities 
dealer shall make use of the mails or any means or instrumentality 
of interstate commerce to effect any transaction in, or to induce 
or attempt to induce the purchase or sale of, any government 
security by means of any manipulative, deceptive, or other fraudu-
lent device or contrivance. 
"(D) The Commission shall"; and 
(4) by adding at the end the following: 
"(E) The Commission shall, prior to adopting any rule or regula-
tion under subparagraph (C), consult with and consider the views 
of the Secretary of the Treasury and each appropriate regulatory 
agency. If the Secretary of the Treasury or any appropriate regu-
latory agency comments in writing on a proposed rule or regulation 
of the Commission under such subparagraph (C) that has been 
published for comment, the Commission shall respond in writing 
to such written comment before adopting the proposed rule. If 
the Secretary of the Treasury determines, and notifies the Commis-
sion, that such rule or regulation, if implemented, would, or as 
applied does (i) adversely affect the liquidity or efficiency of the 
market for government securities; or (ii) impose any burden on 
competition not necessary or appropriate in furtherance of the pur-
poses of this section, the Commission shall, prior to adopting the 
proposed rule or regulation, find that such rule or regulation is 
necessary and appropriate in furtherance of the purooses of this 
section notwithstanding the Secretary's determination. . 
SEC. 106. SALES PRACTICE RULEMAKING AUTHORITY. 
(a) RULES FOR FINANCIAL INSTITUTIONS.—Section 15C(b) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78o-5(b)) is amended— 
(1) by redesignating paragraphs (3), (4), (5), and (6) as 
paragraphs (4), (5), (6), and (7), respectively; and 
(2) by inserting jafter paragraph (2) the following new para-
graph: 
"(3)(A) With respect to any financial institution that has filed 
notice as a government securities broker or government securities 
dealer or that is required to file notice under subsection (a)(1)(B), 
the appropriate regulatory agency for such government securities 
broker or government securities dealer may issue such rules and 
regulations with respect to transactions in government securities 
as may be necessary to prevent fraudulent and manipulative acts 
and practices and to promote just and equitable principles of trade. 
If the Secretary of the Ti'easury determines, and notifies the appro-
priate regulatory agency, that such rule or regulation, if imple-
mented, would, or as appHed does (i) adversely sifFect the liquidity 
or efficiency of the market for government securities; or (ii) impose 
any burden on competition not necessary or appropriate in further-
107 STAT. 2350 
PUBLIC LAW 103-202—DEC. 17, 1993 
ance of the purposes of this section, the appropriate regulatory 
agency shall, prior to adopting the proposed nile or regulation, 
find that such rule or regulation is necessary and appropriate 
in furtherance of the purposes of this section notwithstanding the 
Secretary's determination. 
"(B) The appropriate regulatory agency shall consult with and 
consider the views of the Secretary prior to approving or amending 
a rule or regulation under this paragraph, except where the appro-
priate regulatory agency determines that an emergency exists 
requiring expeditious and summary action and pubhshes its reasons 
therefor. If the Secretary comments in writing to the appropriate 
regulatory agency on a proposed rule or regulation that has been 
published, for comment, the appropriate regulatory agency shall 
respond in writing to such written comment before approving the 
proposed rule or regulation. 
"(C) In promulgating rules under this section, the appropriate 
regulatory agency shall consider the sufficiency and appropriateness 
of then existing laws and rules applicable to government securities 
brokers, government securities dealers, and persons associated with 
government securities brokers and government securities dealers.". 
(b) RULES BY REGISTERED SECURITIES ASSOCIATIONS.— 
(1) REMOVAL OF LIMITATIONS ON AUTHORITY.—(A) Section 
15A of the Securities Exchange Act of 1934 (15 U.S.C. 78o-
3) is amended— 
(i) by striking subsections (f)(1) and (f)(2); and 
(ii) by redesignating subsection (f)(3) as subsection (f). 
(B) Section 15A(g) of such Act is amended— 
\ 
(i) by striking "exempted securities" in paragraph 
(3)(D) and inserting "municipal securities"; 
(ii) by striking paragraph (4); and 
(iii) by redesignating paragraph (5) as paragraph (4). 
(2) CONFORMING AMENDMENT.— 
(A) Section 3(a)(12)(B)(ii) of such Act (15 U.S.C. 
78c(a)(12)(B)(ii)) is amended by striking "15, 15A (other 
than subsection (g)(3)), and 17A" and inserting "15 and 
17A". 
(B) Section 15(b)(7) of such Act (15 U.S.C. 78o(b)(7)) 
is amended by inserting "or government securities broker 
or government securities dealer registered (or required to 
register) under section 15C(a)(l)(A)" after "No registered 
broker or dealer". 
(c) OVERSIGHT OF REGISTERED SECURITIES ASSOCIATIONS.—Sec-
tion 19 of the Securities Exchange Act of 1934 (15 U.S.C. 78s) 
is amended— 
(1) in subsection (b), by adding at the end the following 
new paragraphs: 
"(5) The Commission shall consult with and consider the views 
of the Secretary of the Treasury prior to approving a proposed 
rule filed by a registered securities association that primarily con-
cerns conduct related to transactions in government securities, 
except where the Commission determines that an emergency exists 
requiring expeditious or summary action and publishes its reasons 
therefor. If the Secretary of the Treasury comments in writing 
to the Commission on a proposed rule that has been published 
for comment, the Commission shall respond in writing to such 
written comment before approving the proposed rule. If the Sec-
retary of the Treasury determines, and notifies the Commission, 
PUBLIC LAW 103-202—DEC. 17, 1993 
107 STAT. 2351 
that such rule, if implemented, would, or as applied does (i) 
adversely affect the liquidity or efficiency of the market for govern-
ment securities; or (ii) impose any burden on competition not nec-
essanr or appropriate in furtherance of the purposes of this section, 
the Commission shall, prior to adopting the proposed rule, find 
that such rule is necessary and appropriate in furtherance of the 
purposes of this section notwithstanding the Secretary's determina-
tion. 
"(6) In approving rules described in paragraph (5), the Commis-
sion shall consider the sufficiency and appropriateness of then 
existing laws and rules applicable to government securities brokers, 
government securities dealers, and persons associated with govern-
ment securities brokers and government securities dealers."; and 
(2) in subsection (c), by adding at the end the following 
new paragraph: 
"(5) With respect to rules described in subsection (b)(5), the 
Commission shall consult with and consider the views of the Sec-
retary of the Treasury before abrogating, adding to, and deleting 
from such rules, except where the Commission determines that 
an emergency exists requiring expeditious or summary action and 
publishes its reasons therefor. . 
SEC. 107. MARKET INFORMATION. 
Section 23(b)(4) of the Securities Exchange Act of 1934 (15 
U.S.C. 78w) is amended— 
(1) by striking subparagraphs (C), (D), and (H); 
(2) by redesignating subparagraphs (E), (F), and (G) as 
subparagraphs (C), (D), and (E), respectively; 
(3) by redesignating subparagraphs (I), (J), and (K) as 
subparagraphs (F), (G), and (H), respectively; 
(4) by striking "and" at the end of such redesignated 
subparagraph (G); 
(5) by striking the period at the end of such redesignated 
subparagraph (H) and inserting "; and"; and 
(6) by inserting after such redesignated subparagraph (H) 
the following new subparagraph: 
"(I) the steps that have been taken and the progress that 
has been made in promoting the timely public dissemination 
and availability for analytical purposes (on a fair, reasonable, 
and nondiscriminatory basis) 01 information concerning govern-
ment securities transactions and quotations, and its rec-
ommendations, if any, for legislation to assure timely dissemi-
nation of (i) information on transactions in regularly traded 
government securiti<js sufficient to permit the determination 
of the prevailing market price for such securities, and (ii) 
reports of the highest published bids and lowest pubUshed 
offers for government securities (including the size at which 
persons are wilUng to trade with respect to such bids and 
offers).**. 
SEC. 108. DISCLOSURE BY GOVERNMENT SECURITIES BROKERS AND 
GOVERNMENT SECURITIES DEALERS WHOSE ACCOUNTS 
ARE NOT INSURED BY THE SECURITIES INVESTOR 
PROTECTION CORPORATION. 
Section 15C(a) of the Securities Exchange Act of 1934 (15 
U.S.C. 78o-5(a)) is amended— 
(1) by redesignating paragraph (4) as paragraph (5); and 
(2) by inserting after paragraph (3) the following: 
107 STAT. 2352 
PUBLIC LAW 103-202—DEC. 17, 1993 
"(4) No government securities broker or government securities 
dealer that is required to register under paragraph (1)(A) and 
that is not a member of the Securities Investor Protection Corpora-
tion shall effect any transaction in any security in contravention 
of such rules as the Commission shall prescribe pursuant to this 
subsection to assure that its customers receive complete, accurate, 
and timely disclosure of the inapplicability of Securities Investor 
Protection Corporation coverage to their accounts.". 
SEC. 109. TECHNICAL AMENDMENTS. 
(a) AMENDMENTS TO DEFINITIONS.—Section 3(a) of the Securi-
ties Exchange Act of 1934 (15 U.S.C. 78c(a)) is amended— 
(1) in paragraph (34)(G) (relating to the definition of appro-
priate regulatory agency), by amending clauses (ii), (iii), and 
(iv) to read as follows: 
"(ii) the Board of CJovemors of the Federal Reserve 
System, in the case of a State miember bank of the 
Federal Reserve System, a foreign bank, an uninsured 
State branch or State agency of a foreign bank, a 
commercial lending company owned or controlled by 
a foreign beuik (as such terms are used in the Inter-
national Banking Act of 1978), or a corporation orga-
^ ' ^, 
nized or having an agreement with the Board of (Jov-
': ' 
emors of the Federal Reserve System pursuant to sec-
tion 25 or section 25A of the Federal Reserve Act; 
"(iii) the Federal Deposit Insurance Corporation, 
'** in the case of a bank insured by the Federal Deposit 
Insurance Corporation (other than a member of the 
Federal Reserve System or a Federal savings bank) 
., or an insured State branch of a foreign bank (as such 
' terms are used in the International Banking Act of 
1978); 
"(iv) the Director of the Office of Thrift Super-
vision, in the case of a savings association (as defined 
in section 3(b) of the Federd Deposit Insurance Act) 
the deposits of which aie insured by the Federal 
Deposit Insurance Corporation;"; 
(2) by amending paragraph (46) (relating to the definition 
"'-'^ of financial institution) to read as follows: 
"(46) The term 'financial institution' means— 
"(A) a bank (as defined in paragraph (6) of this sub-
section); 
"(B) a foreign bank (as such term is used in the Inter-
j , 
national Banking Act of 1978); and 
"(C) a savings association (as defined in section 3(b) 
; of the Federal Deposit Insurance Act) the deposits of which 
- 
are insured by the Federal Deposit Insurance Corporation."; 
and 
(3) by redesignating paragraph (51) (as added by section 
204 of the International Securities Enforcement Cooperation 
Act of 1990) as paragraph (52). 
(b) EFFECTIVE DATE OF BROKER/DEALER REGISTRATION.— 
(1) (JOVERNMENT SECURITIES BROKERS AND DEALERS.—Sec-
tion 15C(a)(2)(ii) of the Securities Exchange Act of 1934 (15 
U.S.C. 78o-5(aX2)(ii)) is amended by inserting before "The 
Commission may extend" the following: "The order granting 
registration shall not be effective until such government securi-
PUBLIC LAW 103-202—DEC. 17, 1993 
107 STAT. 2353 
ties broker or government securities dealer has become a mem-
ber of a national securities exchange registered under section 
6 of this title, or a securities association registered under section 
15A of this title, unless the Commission has exempted such 
government securities broker or government securities dealer, 
by rule or order, from such membership.". 
(2) OTHER BROKERS AND DEALERS.—Section 15(b)(1)(B) of 
such Act (15 U.S.C. 78o(bXlXB)) is amended by inserting before 
"The Commission may extend" the following: "The order grant-
ing registration shall not be effective until such broker or 
dealer has become a member of a registered securities associa-
tion, or until such broker or dealer has become a member 
of a national securities exchange if such broker or dealer effects 
transactions solely on that exchange, unless the Commission 
has exempted such broker or dealer, by rule or order, from 
such membership.". 
(c) INFORMATION SHARING.—Section 15C(d)(2) of such Act is i5USC78o-5. 
amended to read as follows: 
"(2) Information received by an appropriate regulatory agency, 
the Secretary, or the Commission from or with respect to any 
government securities broker, government securities dealer, any 
person associated with a government securities broker or govern-
ment securities dealer, or any other person subject to this section 
or rules promulgated thereunder, may be made available by the 
Secretary or the recipient agency to the Commission, the Secretary, 
'^ 
the Department oi Justice, the Commodity Futures Trading 
Commission, any appropriate regulatory agency, any self-regulatory 
organization, or any Federal Reserve Bank.". 
SEC. 110. OFFERINGS OF CERTAIN GOVERNMENT SECURITIES. 
Section 15(c) of the Securities Exchange Act of 1934 (15 U.S.C. 
78o(c)) is amended by adding at the end the following new para-
graph: 
"(7) In connection with any bid for or purchase of a government 
security related to an offering of government securities by or on 
behalf of an issuer, no government securities broker, government 
securities dealer, or bidder for or purchaser of securities in such 
^ 
offering shall knowingly or willfully make any false or misleading 
written statement or omit any fact necessary to make any written 
statement made not misleading.". 
SEC. 111. RULE OF CONSTRUCTION. 
15 USC 78o-5 
(a) IN GENERAL.—No provision of, or amendment made by, 
this title may be construed— 
(1) to govern the initial issuance of any public debt obliga-
tion, or 
(2) to grant any authority to (or extend any authority ' 
of) the Securities and Exchange Commission, any appropriate 
regulatory agency, or a self-regulatory orgEinization— 
(A) to prescribe any procedure, term, or condition of 
such initial issuance, 
(B) to promulgate any rule or regulation governing 
such initial issuance, or 
(C) to otherwise regulate in any manner such initial 
issuance. 
(b) EXCEPTION.—Subsection (a) of this section shall not apply 
to the amendment made by section 110 of this Act. 
107 STAT. 2354 
PUBLIC LAW 103-202—DEC. 17, 1993 
(c) PUBLIC DEBT OBLIGATION.—For purposes of this section, 
the term "public debt obligation" means an obligation subject to 
the public debt limit established in section 3101 of title 31, United 
States Code. 
15 use 78o-5 
SEC. 112. STUDY OF REGULATORY SYSTEM FOR GOVERNMENT SECURI-
note. 
TIES. 
(a) JOINT STUDY.—^The Secretary of the Treasury, the Securities 
and Exchange Commission, and the Board of Governors of the 
Federal Reserve System shall— 
(1) with respect to any rules promulgated or amended 
after October 1, 1991, pursuant to section 15C of the Securities 
Exchange Act of 1934 or any amendment made by this title, 
and any national securities association rule changes applicable 
principally to government securities transactions approved after 
October 1,1991— 
(A) evaluate the effectiveness of such rules in canying 
out the purposes of such Acjt; and 
(B) evaluate the impact of any such rules on the effi-
ciency and liquidity of the government securities market 
and the cost of funding the Federal debt; 
(2) evaluate the effectiveness of surveillance and enforce-
ment with respect to government securities, and the impact 
on such surveillance and enforcement of the availability of 
automated, time-sequenced records of essential information 
. 
pertaining to trades in such securities; and 
(3) submit to the Congress, not later than March 31, 1998, 
any 
recommendations 
they 
may consider 
appropriate 
concerning— 
V 
(A) the regulation of government securities brokers 
•: 
and government securities dealers; 
(B) the dissemination of information concerning quota-
' tions for and transactions in government securities; 
(C) the prevention of s£des practice abuses in connec-
tion with transactions in government securities; and 
(D) such other matters as they consider appropriate. 
(b) TREASURY STUDY.—The Secretary of the Treasury, in con-
sultation with the Securities and Exchange Commission, shall— 
(1) conduct a study of— 
i 
(A) the identity and nature of the business of govern-
ment securities brokers and government securities dealers 
that are registered with the Securities and Exchange 
. 
Commission under section 15C of the Securities Exchange 
Act of 1934; and 
(B) the continuing need for, and regulatory and finan-
cial consequences of, a separate regulatory system for such 
government securities brokers and government securities 
dealers; and 
(2) submit to the Congress, not later than 18 months after 
the date of enactment of this Act, the Secretary's recommenda-
tions for change, if any, or such other recommendations as 
i 
the Secretary considers appropriate. 
PUBLIC LAW 103-202—DEC. 17, 1993 
107 STAT. 2355 
TITLE II—REPORTS ON PUBLIC DEBT 
SEC. 201. ANNUAL REPORT ON PUBUC DEBT. 
(a) GENERAL RULE.—Subchapter II of chapter 31 of title 31, 
United States Code, is amended by adding at the end the following 
new section: 
*
*
§ 3130. Annual public debt report 
"(a) GENERAL RULE.—On or before June 1 of each calendar 
year after 1993, the Secretary of the Treasury shall submit a 
report to the Committee on Ways and Means of the House of 
Representatives and the Committee on Finance of the Senate on— 
"(1) the Treasui'/s public debt activities, and 
"(2) the operations of the Federal Financing Bank. 
"(b) 
REQUIRED INFORMATION ON PUBLIC DEBT ACTIVITIES.— 
Each report submitted under subsection (a) shall include the follow-
ing information: 
"(1) A table showing the following information with respect 
to the total public debt: 
"(A) The past levels of such debt and the projected 
levels of such debt as of the close of the current fiscal 
year and as of the close of the next 5 fiscal years under 
the most recent current services baseline projection of the 
executive branch. 
• 
"(B) The past debt to GDP ratios and the projected 
debt to GDP ratios as of the close of the current fiscal 
year and as of the close of the next 5 fiscal years under 
such most recent current services baseline projection. 
"(2) A table showing the following information with respect 
to the net public debt: 
"(A) The past levels of such debt and the projected 
levels of such debt as of the close of the current fiscal 
year and as of the close of the next 5 fiscal years under 
the most recent current services baseUne projection of the 
executive branch. 
"(B) The past debt to GDP ratios and the projected 
debt to GDP ratios as of the close of the current fiscal 
year and as of the close of the next 5 fiscal years under 
such most recent current services baseline projection. 
"(C) The interest cost on such debt for prior fiscal 
years and the projected interest cost on such debt for 
the current fiscal year and for the next 5 fiscal years 
under such most recent current services baseline projection. 
"(D) The interest cost to outlay ratios for prior fiscal 
years and the projected interest cost to outlay ratios for 
_ 
the current fiscal year and for the next 5 fiscal years 
under such most recent current services baseline projection. 
"(3) A table showing the maturity distribution of the net 
public debt as of the time the report is submitted and for 
prior years, and an explanation of the overall financing strategy 
used in determining the distribution of maturities when issuing 
public debt obligations, including a discussion of the projections 
and assumptions with respect to the structure of interest rates 
v 
for the current fiscal year and for the succeeding 5 fiscal years. 
"(4) A table showing the following information as of the 
time the report is submitted and for prior years: 
69-194 O - 94 - 14 : QL. 3 Part 3 
107 STAT. 2356 
PUBLIC LAW 103-202—DEC. 17, 1993 
"(A) A description of the various categories of the hold-
ers of pubhc debt obligations. 
"(B) The portions of the total public debt held by each 
of such categories. 
"(5) A table showing the relationship of federsdly assisted 
borrowing to total Federal borrowing as of the time the report 
is submitted and for prior years. 
"(6) A table showing the annual principal and interest 
pajrments which would be required to amortize in equal annual 
payments the level (as of the time the report is submitted) 
of the net public debt over the longest remaining term to 
maturity of any obligation which is a part of such debt. 
"(c) REQUIRED INFORMATION ON FEDERAL FINANCING BANK.— 
Each report submitted under subsection (a) shall include (but not 
be limited to) information on the financial operations of the Federal 
Financing Bank, including loan pajmients and prepajmients, and 
on the levels and categories of the lending activities of the Federal 
Financing Bank, for the current fiscal year and for prior fiscal 
years. 
"(d) RECOMMENDATIONS.—The Secretary of the Treasury may 
include in any report submitted under subsection (a) such rec-
ommendations to improve the issuance and sale of public debt 
obligations (and with respect to other matters) as he may deem 
advisable. 
"(e) DEFINITIONS.—For purposes of this section— 
"(1) CURRENT FISCAL YEAR.—The term'current fiscal year* 
means the fiscal year ending in the calendar year in which 
the report is submitted. 
"(2) TOTAL PUBLIC DEBT.—The term 'total public debt' 
means the total amount of the obligations subject to the public 
debt limit established in section 3101 of this title. 
"(3) NET PUBLIC DEBT.—The term 'net public debt' means 
the portion of the total public debt which is held by the public. 
"(4) DEBT TO GDP RATIO.—The term 'debt to GDP ratio' 
means the percentage obtained by dividing the level of the 
total public debt or net pubhc debt, as the case may be, by 
the gross domestic product. 
"(5) INTEREST COST TO OUTLAY RATIO.—The term 'interest 
cost to outlay ratio' means, with respect to any fiscal year, 
the percentage obtained by dividing the interest cost for such 
fiscal year on the net public debt by the total amount of Federal 
outlays for such fiscal year.". 
(b) CLERICAL AMENDMENT.—^The analysis for subchapter II of 
chapter 31 of title 31, United States Code, is amended by adding 
at the end the following new item: 
"3130. Annual public debt report.". 
31 u s e 3121 
SEC. 202. TREASURY AUCTION REFORMS. 
"°*® 
(a) ABILITY TO SUBMIT COMPUTER TENDERS IN TREASURY AUC-
TIONS.—^By the end of 1995, any bidder shall be permitted to submit 
a computer-generated tender to any automated auction system 
established by the Secretary of the Treasury for the sale upon 
issuance of securities issued by the Secretary if the bidder— 
(1) meets the minimum creditworthiness standard estab-
lished by the Secretary; and 
TEE.-
PUBLIC LAW 103-202—DEC. 17, 1993 
107 STAT. 2357 
(2) agrees to comply with regulations and procedures 
applicable to the automated system and the sale upon issuance 
of securities issued by the Secretary. 
(b) PROHIBITION ON FAVORED PLAYERS.— 
(1) IN GENERAIJ.—No government securities broker or 
government securities dealer may receive any advantage, favor-
able treatment, or other benefit, in connection with the pur-
chase upon issuance of securities issued by the Secretary of 
the Treasury, which is not generally available to other govern-
ment securities brokers or government securities dealers under 
the regulations governing the sale upon issuance of securities 
issued by the Secretary of the Treasury. 
(2) EXCEPTION.— 
(A) IN GENERAL.—^The Secretary of the Treasury may 
grant an exception to the application of paragraph (1) if— 
(i) the Secretary determines that any advantage, 
favorable treatment, or other benefit referred to in 
such paragraph is necessary and appropriate and in 
the public interest; and 
(ii) the grant of the exception is designed to mini-
mize any anticompetitive effect. 
(B) ANNUAL, REPORT.—^The Secretary of the Treasury 
shall submit an annual report to the Congress describing 
any exception granted by the Secretary under subpara-
graph (A) during the year covered by the report and the 
basis upon which the exception was granted. 
(c) MEETINGS OF TREASURY BORROWING ADVISORY COMMIT-
(1) OPEN MEETINGS.— 
(A) IN GENERAL.—^Except as provided in subparagraph 
(B), any meeting of the Treasury Borrowing Advisory 
Committee of the Public Securities Association (hereafter 
in this subsection referred to as the "advisory committee"), 
or any successor to the advisory committee, shall be open 
to the public. 
(B) EXCEPTION.—Subparagraph (A) shall not apply 
with respect to any part of any meeting of the advisory 
committee in which the advisory committee— 
(i) discusses and debates the issues presented to 
the advisory committee by the Secretary of the Treas-
ury; or 
(ii) makes recommendations to the Secretary. 
(2) MINUTES OF EACH MEETING.—The detailed 
minutes 
required to be maintained under section 10(c) of the Federal 
Advisory Committee Act for any meeting by the advisory 
committee shall be made available to the public within 3 busi- • 
ness days of the date of the meeting. 
(3) PROHIBITION ON RECEIPT OF GRATUITIES OR EXPENSES 
BY ANY OFFICER OR EMPLOYEE OF THE BOARD OR DEPARTMENT.— 
In connection with any meeting of the advisory committee, 
no officer or employee of the Department of tne Treasury, 
the Board of Grovemors of the Federal Reserve System, or 
any Federal reserve bank may accept any gratuity, consider-
ation, expense of any sort, or any other thing of value from 
any advisory committee described in subsection (c), any member 
of such committee, or £uiy other person. 
(4) PROHIBITION ON OUTSIDE DISCUSSIONS.— 
107 STAT. 2358 
PUBLIC LAW 103-202—DEC. 17, 1993 
(A) IN GENERAL.—Subject to subparagraph (B), a mem-
ber of the advisory committee may not discuss any part 
of any discussion, debate, or recommendation at a meeting 
of the advisory committee which occurs while such meeting 
is closed to the public (in accordance with paragraph (1)(B)) 
with, or disclose the contents of such discussion, debate, 
or recommendation to, anyone other than— 
(i) another member of the advisory committee who 
is present at the meeting; or 
(ii) an officer or employee of the Department of 
the Treasury. 
(B) APPLICABLE PERIOD OF PROHIBITION.—The prohibi-
tion contained in subparagraph (A) on discussions and 
disclosures of any discussion, debate, or recommendation 
at a meeting of the advisory committee shall cease to 
apply— 
(i) with respect to any discussion, debate, or rec-
ommendation which relates to the securities to be auc-
tioned in a midquarter refunding by the Secretary 
'* 
of the Treasury, at the time the Secretary makes a 
public announcement of the refunding; and 
(ii) with respect to any other discussion, debate, 
or recommendation at the meeting, at the time the 
Secretary releases the minutes of the meeting in 
accordance with paragraph (2). 
(C) REMOVAL FROM ADVISORY COMMITTEE FOR VIOLA-
TIONS OF THIS PARAGRAPH.—In addition to any penalty 
or enforcement action to which a person who violates a 
provision of this paragraph may be subject under any other 
provision of law, the Secretary of the Treasury shall— 
(i) remove a member of the advisory committee 
who violates a provision of this paragraph from the 
advisory committee and permanently bar such person 
from serving as a member of the advisory committee; 
and 
(ii) prohibit any director, officer, or employee of 
the firm of which the member referred to in clause 
(i) is a director, officer, or employee (at the time the 
• 
member is removed from the advisory committee) from 
serving as a member of the advisory committee at 
any time during the 5-year period beginning on the 
date of such removal, 
(d) REPORT TO CONGRESS.— 
(1) REPORT REQUIRED.—^The Secretary of the Treasury shall 
submit an annual report to the Congress containing the follow-
' 
ing information with respect to material violations or suspected 
material violations of regulations of the Secretary relating to 
auctions and other offerings of securities upon the issuance 
of such securities by the Secretary: 
(A) The number of inquiries begun by the Secretary 
during the year covered by the report regarding such mate-
rial violations or suspected material violations by any 
'' 
participant in the auction system or any director, officer, 
or employee of any such participant and the number of 
inquiries regarding any such violations or suspected viola-
tions which remained open at the end of such year. 
(B) A brief description of the nature of the violations. 
PUBLIC LAW 103-202—DEC. 17, 1993 
107 STAT. 2359 
(C) A brief description of any action taken by the 
Secretary during such year with respect to any such viola-
tion, including any referrals made to the Attorney Greneral, 
the Securities and Exchange Commission, any other law 
enforcement agency, and any Federal banking agency (as 
defined in section 3 of the Federal Deposit Insurance Act). 
(2) DELAY IN DISCLOSURE OF INFORMATION IN CERTAIN 
CASES.—^The Secretsiry of the Treasury shall not be required 
to include in a report under paragraph (1) any information 
the disclosure of which could jeopardize an investigation by 
an agency described in paragraph (1)(C) for so long as such 
disclosure could jeopardize the investigation. 
SEC. 203. NOTICE ON TREIASURY MODIFICATIONS TO AUCTION PROC- 31 USC 3121 
ESS. 
note. 
The Secretary of the Treasury shall notify the Congress of 
any significant modifications to tne auction process for issuing 
United States Treasury obligations at the time such modifications 
are implemented. 
TITLE III—LIMITED PARTNERSHIP 
Limited 
Partnership 
ROLLUPS 
» S ° ™ 
SEC. 301. SHORT TITLE. 
15 USC 78a 
This title may be cited as the "Limited Partnership RoUup 
Reform Act of 1993". 
SEC. 302. REVISION OF PROXY SOLICITATION RULES WITH RESPECT 
TO LIMITED PARTNERSHIP ROLLUP TRANSACTIONS. 
(a) AMENDMENT.—Section 14 of the Securities Exchange Act 
of 1934 (15 U.S.C. 78n) is amended by adding at the end the 
following new subsection: 
"(h) PROXY SOLICITATIONS AND TENDER OFFERS IN CONNECTION 
WITH LIMITED PARTNERSIHIP ROLLUP TRANSACTIONS.— 
"(1) PROXY RULES TO CONTAIN SPECIAL PROVISIONS.—It shall 
be unlawful for any person to solicit any proxy, consent, or 
authorization concerning a limited partnership rollup trans-
action, or to make any tender offer in furtherance of a limited 
partnership rollup transaction, unless such transaction is con-
ducted in accordance with rules prescribed by the Commission 
under subsections (a) and (d) as required by this subsection. 
Such rules shall— 
"(A) permit any holder of a security that is the subject 
of the proposed limited partnership rollup transaction to 
engage in preliminary communications for the purpose of 
determining whether to solicit proxies, consents, or 
authorizations in opposition to the proposed limited part-
nership rollup iTansaction, without regard to whether any 
such communication would otherwise be considered a solici-
tation of proxies, and without being required to file solicit-
ing material with the Commission prior to making that 
determination, except that— 
"(i) nothing in this subparagraph shall be con-
strued to limit the application of any provision of this 
title prohibiting, or reasonably designed to prevent, 
107 STAT. 2360 
PUBLIC LAW 103-202—DEC. 17, 1993 
fraudulent, deceptive, or manipulative acts or practices 
under this title; and 
"(ii) any holder of not less than 5 percent of the 
outstanding securities that are the subject of the pro-
posed limited partnership roUup transaction who 
engages in the business of bujdng and selling limited 
partnership interests in the secondary market shall 
be required to disclose such ownership interests and 
any potential conflicts of interests in such preliminary 
communications; 
"(B) require the issuer to provide to holders of the 
securities that are the subject of the limited partnership 
roUup transaction such list of the holders of the issuer s 
securities as the Commission may determine in such form 
and subject to such terms and conditions as the Commis-
sion may specify; 
"(C) prohibit compensating any person 
soliciting 
proxies, consents, or authorizations directly from security 
holders concerning such a limited partnership roUup 
transaction— 
"(i) on the basis of whether the solicited proxy, 
consent, or authorization either approves or dis-
approves the proposed limited partnership roUup trans-
action; or 
"(ii) contingent on the approval, disapproval, or 
completion of the limited partnership rollup trans-
action; 
"(D) set forth disclosure requirements for soliciting 
material distributed in connection with a limited partner-
ship rollup transaction, including requirements for clear, 
concise, and comprehensible disclosure with respect to— 
"(i) any changes in the business plan, voting rights, 
form of ownership interest, or the compensation of 
the general partner in the proposed limited partnership 
rollup transaction from each of the original limited 
partnerships; 
"(ii) the conflicts of interest, if any, of the general 
partner; 
"(iii) whether it is expected that there will be a 
significant difference between the exchange values of 
the limited partnerships and the trading price of the 
securities to be issued in the limited partnership rollup 
transaction; 
"(iv) the valuation of the limited partnerships and 
the method used to determine the value of the interests 
of the limited partners to be exchanged for the securi-
ties in the limited partnership rollup transaction; 
"(v) the differing risks and effects of the limited 
partnership rollup transaction for investors in different 
limited partnerships proposed to be included, and the 
risks and effects of completing the limited partnership 
rollup transaction with less than all limited partner-
ships; 
"(vi) the statement by the general partner required 
under subparagraph (E); 
"(vii) such other matters deemed necessary or 
appropriate by the Commission; 
PUBLIC LAW 103-202—DEC. 17, 1993 
107 STAT. 2361 
"(E) require a statement by the general partner as 
to whether the proposed limited partnership roUup trans-
action is fair or unfair to investors in each limited partner-
ship, a discussion of the basis for that conclusion, and 
an evaluation and a description by the general partner 
of alternatives to the limited partnership rollup trans-
action, such as liquidation; 
"(F) provide that, if the general partner or sponsor 
has obtained any opinion (other than an opinion of counsel), 
appraisal, or report that is prepared by an outside party 
and that is materially related to the limited partnership 
rollup transaction, such sohciting materials shall contain 
or be accompanied by clear, concise, and comprehensible 
disclosure with respect to— 
"(i) the analysis of the transaction, scope of review, 
preparation of the opinion, and basis for and methods 
of arriving at conclusions, and any representations and 
undertakings with respect thereto; 
"(ii) the identity and qualifications of the person 
who prepared the opinion, the method of selection of 
such person, and any material past, existing, or con-
templated relationships between the person or any of 
its affiliates and the general partner, sponsor, succes-
sor, or any other £if!iliate; 
"(iii) any compensation of the preparer of such 
opinion, appraisal, or report that is contingent on the 
transaction s approval or completion; and 
"(iv) any limitations imposed by the issuer on the 
access afforded to such preparer to the issuer's person-
nel, premises, and relevant nooks and records; 
"(G) provide that, if the general partner or sponsor 
has obtained any opinion, appraisal, or report as described 
in subparagraph (F) from any person whose compensation 
is contingent on the transaction's approval or completion 
or who has not been given access by the issuer to its 
personnel and premises and relevant books and records, 
the general ptirtner or sponsor shall state the reasons 
therefor; 
"(H) provide that, if the general partner or sponsor 
has not obtained any opinion on the fairness of the proposed 
limited partnership rollup transaction to investors in each 
of the affected partnerships, such soliciting materials shall 
contain or be accompanied by a statement of such partner's 
or sponsor's reasons for concluding that such an opinion 
is not necessary in order to permit the limited partners 
to make an informed decision on the proposed transaction; 
"(I) require that the sohciting material include a clear, 
concise, and comprehensible summary of the limited part-
nership rollup transaction (including a summary of the 
matters referred to in clauses (i) through (vii) of subpara-
graph (D) and a summary of the matter referred to in 
subparagraphs (F), (G), and (H)), with the risks of the 
limited partneiship rollup transaction set forth prominently 
in the fore part thereof; 
"(J) provide that any solicitation or offering period 
with respect to any proxy solicitation, tender offer, or 
information statement in a Umited partnership rollup 
107 STAT. 2362 
PUBLIC LAW 103-202—DEC. 17, 1993 
transaction shall be for not less than the lesser of 60 
calendar days or the maximum number of days permitted 
under applicable State law; and 
"(K) contain such other provisions as the Commission 
determines to be necessary or appropriate for the protection 
of investors in limited partnership roUup transactions. 
"(2) EXEMPTIONS.—The Commission may, consistent with 
the public interest, the protection of investors, and the purposes 
of this title, exempt by rule or order any security or class 
of securities, any transaction or class of transactions, or any 
person or class of persons, in whole or in part, conditionally 
or unconditionally, from the requirements imposed pursuant 
to paragraph (1) or from the definition contained in paragraph 
(4). 
"(3) EFFECT ON COMMISSION AUTHORITY.—Nothing in this 
subsection limits the authority of the Commission under sub-
section (a) or (d) or any other provision of this title or precludes 
the Commission from imposing, under subsection (a) or (d) 
or any other provision of this title, a remedy or procedure 
required to be imposed under this subsection. 
"(4) DEFINITION OF LIMITED PARTNERSHIP ROLLUP TRANS-
ACTION.—Except as provided in paragraph (5), as used in this 
subsection, the term limited partnership rollup transaction' 
means a transaction involving the combination or reorganiza-
tion of one or more limited partnerships, directly or indirectly, 
in which— 
"(A) some or all of the investors in any of such limited 
partnerships will receive new securities, or securities in 
another entity, that will be reported under a transaction 
reporting plan declared effective before the date of enact-
ment of this subsection by the Commission under section 
llA; 
"(B) any of the investors' limited partnership securities 
are not, as of the date of filing, reported under a transaction 
reporting plan declared effective before the date of enact-
ment of this subsection by the Commission under section 
llA; 
"(C) investors in any of the limited partnerships 
involved in the transaction are subject to a significant 
adverse change with respect to voting rights, the term 
of existence of the entity, management compensation, or 
investment objectives; and 
"(D) any of such investors are not provided an option 
to receive or retain a security under substantially the same 
terms Euid conditions as the original issue. 
"(5) EXCLUSIONS FROM DEFINITION.—Notwithstanding para-
graph (4), the term 'limited partnership rollup transaction' does 
not include— 
"(A) a transaction that involves only a limited partner-
ship or partnerships having an operating policv or practice 
of retaining cash available for distribution and reinvesting 
proceeds from the sale, financing, or refinancing of assets 
in accordance with such criteria as the Commission deter-
mines appropriate; 
"(B) a transaction involving only limited partnerships 
wherein 
the 
interests 
of the 
limited 
partners 
are 
repurchased, recalled, or exchanged in accordance with the 
PUBLIC LAW 103-202—DEC. 17, 1993 
107 STAT. 2363 
terms of the preexisting limited partnership agreements 
for securities in an operating company specifically identi-
i* 
fied 
at the time of the formation of the original limited 
partnership; 
"(C) a transaction in which the securities to be issued 
or exchanged are not required to be and are not registered 
under the Securities Act of 1933; 
"(D) a transaction that involves only issuers that are 
not required to register or report under section 12, both 
ii 
before and after the transaction; 
"(E) a transaction, except as the Commission may 
otherwise provide by rule for the protection of investors, 
involving the combination or reorganization of one or more 
limited partnerships in which a non-affiliated party suc-
ceeds to the interests of a general partner or sponsor, 
if— 
"(i) such action is approved by not less than 66% 
percent of the outstanding units of each of the partici-
pating limited partnerships; and 
"(ii) as a result of the transaction, the existing 
general partners will receive only compensation to 
which they are entitled as expressly provided for in 
the preexisting limited partnership agreements; or 
"(F) a transaction, except as the Commission may 
otherwise provide by rule for the protection of investors, 
in which the securities offered to investors are securities 
of another entity that are reported under a transaction 
reporting plan declared effective before the date of enact-
ment of this subsection by the Commission under section 
llA, if— 
"(i) such other entity was formed, and such class 
of securities was reported and regularly traded, not 
less than 12 months before the date on wnich soliciting 
material is mailed to investors; and 
"(ii) the securities of that entity issued to investors 
in the transaction do not exceed 20 percent of the 
total outstanding securities of the entity, exclusive of 
any securities of such class held by or for the account 
of the entity or a subsidiary of the entity.". 
(b) SCHEDULE FOR REGULATIONS.—The Securities and Exchange Effective date. 
Commission shall conduct rulemaking proceedings and prescribe ^otY^^^*^ 
final regulations under the Securities Act of 1933 and the Securities 
Exchange Act of 1934 to implement the requirements of section 
14(h) of the Securities Exchange Act of 1934, as amended by sub-
section (a), and such regulations shall become effective not later 
than 12 months after the date of enactment of this Act. 
(c) EVALUATION OF FAIRNESS OPINION PREPARATION, DISCLO- 
isuscTSn 
SURE, AND U S E . — 
^°^^-
(1) EVALUATION REQUIRED.—The Comptroller General of 
the United States shall, within 18 months after the date of 
enactment of this Act, conduct a study of— 
(A) the use of fairness opinions in limited partnership 
roUup transactions; 
(B) the standards which preparers use in making deter-
minations of fEiimess; 
(C) the scope of review, quality of analysis, qualifica-
tions and methods of selection of preparers, costs of 
107 STAT. 2364 
PUBLIC LAW 103-202-DEC. 17, 1993 
preparation, and any limitations imposed by issuers on 
such preparers; 
(D) the nature and quality of disclosures provided with 
respect to such opinions; 
(E) any conflicts of interest with respect to the prepara-
tion of such opinions; and 
(F) the usefulness of such opinions to limited partners. 
(2) REPORT REQUIRED.—Not later than the end of the 18-
month period referred to in paragraph (1), the Comptroller 
Greneral of the United States shall submit to the Congress 
a report on the evaluation required by paragraph (1). 
SEC. 303. RULES OF FAIR PRACTICE IN ROLLUP TRANSACTIONS. 
(a) REGISTERED SECURITIES ASSOCIATION RULE.—Section 15A(b) 
of the Securities Exchange Act of 1934 (15 U.S.C. 78o-3(b)) is 
amended by adding at the end the following new paragraph: 
"(12) The rules of the association to promote just and 
equitable principles of trade, as required by paragraph (6), 
include rmes to prevent members of the association from 
participating in any limited partnership roUup transaction (as 
such term is defined in paragraphs (4) and (5) of section 14(h)) 
unless such transaction was conducted in accordance with 
procedures designed to protect the rights of limited partners, 
including— 
"(A) the right of dissenting limited partners to one 
of the following: 
"(i) an appraisal and compensation; 
"(ii) retention of a security under substantially 
the same terms and conditions as the original issue; 
"(iii) approval of the Umited partnership roUup 
transaction by not less than 75 percent of the outstand-
ing securities of each of the participating limited part-
nerships; 
"(iv) the use of a committee that is independent, 
, 
as determined in accordance with rules prescribed by 
'' 
the association, of the general partner or sponsor, that 
has been approved by a majority of the outstanding 
•;. 
securities of each of the participating partnerships, 
and that has such authority as is necessary to protect 
the interest of limited partners, including the authority 
' 
to hire independent advisors, to negotiate with the 
general partner or sponsor on behalf of the limited 
partners, and to make a recommendation to the limited 
partners with respect to the proposed transaction; or 
\ 
"(v) other comparable rignts that are prescribed 
by rule by the association and that are designed to 
protect dissenting limited partners; 
"(B) the right not to have their voting power unfairly 
reduced or abridged; 
"(C) the right not to bear an unfair portion of the 
costs of a proposed limited partnership roUup transaction 
that is rejected; and 
"(D) restrictions on the conversion of contingent 
interests or fees into non-contingent interests or fees and 
restrictions on the receipt of a non-contingent equity 
' 
interest in exchange for fees for services which have not 
yet been provided. 
PUBLIC LAW 103-202—DEC. 17, 1993 . 
107 STAT. 2365 
As used in this paragraph, the term 'dissenting limited partner* 
means a person who, on the date on which soUciting material 
is mailed to investors, is a holder of a beneficial interest in 
a limited partnership that is the subject of a limited partnership 
roUup transaction, and who casts a vote against the transaction 
and complies with procedures established by the association, 
except that for purposes of an exchange or tender ofiFer, such 
person shall file an objection in writing under the rules of 
the association during the period in which the offer is outstand-
ing.". 
(b) LISTING STANDARDS OF NATIONAL SECURITIES EXCHANGES.— 
Section 6(b) of the Securities Exchange Act of 1934 (15 U.S.C. 
78f(b)) is amended by adding at the end the following: 
"(9) The rules of the exchange prohibit the listing of any 
security issued in a limited partnership roUup transaction (as 
such term is defined in paragraphs (4) and (5) of section 14(h)), 
unless such transaction was conducted in accordemce with 
procedures designed to protect the rights of limited partners, 
including— 
"(A) the right of dissenting limited partners to one 
of the following: 
"(i) an appraisal and compensation; 
"(ii) retention of a security under substantially 
the same terms and conditions as the original issue; 
"(iii) approval of the limited partnership roUup 
transaction by not less than 75 percent of the outstand-
ing securities of each of the participating limited part-
nerships; 
"(iv) the use of a committee of limited partners 
that is independent, as determined in accordance with 
rules prescribed by the exchange, of the general part-
ner or sponsor, that has been approved by a majority 
of the outstanding units of each of the participating 
limited partnerships, and that has such authority as 
is necessaiy to protect the interest of limited partners, 
including the authority to hire independent advisors, 
to negotiate with the general partner or sponsor on 
behalf of the limited partners, and to maJce a rec-
ommendation to the limited partners with respect to 
the proposed transaction; or 
"(v) other comparable rights that are prescribed 
by rule by the exchange and that are designed to 
protect dissenting limited partners; 
(B) the right not to have their voting power unfairly 
reduced or abridged; 
"(C) the l i ^ t not to bear an unfair portion of the 
costs of a proposed Umited partnership roUup transaction 
that is rejected; and 
"(D) restrictions on the conversion of contingent 
interests or fees into non-contingent interests or fees and 
restrictions on the receipt of a non-contingent equity 
interest in exchange for fees for services which have not 
yet been provided. 
As used in this paragraph, the term 'dissenting limited partner' 
means a person who, on the date on which soliciting material 
is mailed to investors, is a holder of a beneficial interest in 
a limited partnership that is the subject of a limited partnership 
107 STAT. 2366 
PUBLIC LAW 103-202—DEC. 17, 1993 
roUup transaction, and who casts a vote against the transaction 
and compUes with procedures established by the exchange, 
*
" 
except that for purposes of an exchange or tender offer, such 
person shall file an objection in writing under the rules of 
the exchange during the period during which the offer is 
outstanding.". 
(c) STANDARDS FOR AUTOMATED QUOTATION SYSTEMS.—Section 
15A(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78o-
3(b)) is amended by adding at the end the following new paragraph: 
"(13) The rules of the association prohibit the authorization 
for quotation on an automated interdealer quotation system 
sponsored by the association of any security designated by 
the Commission as a national market system security resulting 
from a limited partnership roUup transaction (as such term 
is defined in paragraphs (4) and (5) of section 14(h)), unless 
such transaction was conducted in accordance with procedures 
designed to protect the rights of limited partners, including— 
"(A) the right of dissenting limited partners to one 
of the following: 
"(i) an appraisal and compensation; 
"(ii) retention of a security under substantially 
the same terms and conditions as the original issue; 
' 
"(iii) approval of the limited partnership rollup 
transaction by not less than 75 percent of the outstand-
ing securities of each of the participating Umited part-
nerships; 
"(iv) the use of a committee that is independent, 
as determined in accordance with rules prescribed by 
the association, of the general partner or sponsor, that 
has been approved by a majority of the outstanding 
securities of each of the participating partnerships, 
and that has such authority as is necessary to protect 
the interest of limited partners, including the authority 
to hire independent advisors, to negotiate with the 
general partner or sponsor on behalf of the limited 
partners, and to make a recommendation to the limited 
partners with respect to the proposed transaction; or 
"(v) other comparable rights that are prescribed 
by rule by the association and that are designed to 
protect dissenting limited partners; 
"(B) the right not to have their voting power unfairly 
reduced or abridged; 
"(C) the right not to bear an unfair portion of the 
costs of a proposed limited partnership rollup transaction 
that is rejected; and 
"(D) restrictions on the conversion of contingent 
interests or fees into non-contingent interests or fees and 
restrictions on the receipt of a non-contingent equity 
interest in exchange for fees for services which have not 
yet been provided. 
As used in this paragraph, the term 'dissenting limited partner* 
means a person who, on the date on which soliciting material 
is mailed to investors, is a holder of a beneficial interest in 
a Umited partnership that is the subject of a limited partnership 
rollup transaction, and who casts a vote against the transaction 
and complies with procedures established by the association, 
except that for purposes of an exchange or tender offer, such 
PUBLIC LAW 103-202—DEC. 17, 1993 
107 STAT. 2367 
person shall file an objection in writing under the rules of 
the association during the period during which the offer is 
outstanding.". 
SEC. 304. EFFECTIVE DATE; EFFECT ON EXISTING AUTHORITY. 
15 USC 78f 
(a) EFFECTIVE DATE.— 
(1) IN GENERAL,.—^The amendments made by section 303 
shall become effective 12 months after the date of enactment 
of this Act. 
(2) RULEMAKING AUTHORITY.—Notwithstanding paragraph 
(1), the authority of the Securities and Exchange Commission, 
a registered securities association, and a national securities 
exchange to commence rulemaking proceedings for the purpose 
of issuing rules pursuant to the amendments made by section 
303 is effective on the date of enactment of this Act. 
(3) REVIEW OF FILINGS PRIOR TO EFFECTIVE DATE.—^Prior 
to the effective date of regulations promulgated pursuant to 
this title, the Securities and Exchange Commission shall con-
tinue to review and declare effective registration statements 
and amendments thereto relating to limited partnership roUup 
transactions in accordance with applicable regulations then 
in effect. 
(b) EFFECT ON EXISTING AUTHORITY.—The amendments made 
by this title shall not Umit the authority of the Securities and 
Exchange Commission, a registered securities association, or a 
national securities exchange under any provision of the Securities 
Exchange Act of 1934, or preclude the Commission or such associa-
tion or exchange from imposing, imder any other such provision, 
a remedy or procedure required to be imposed under such amend-
ments. 
Approved December 17, 1993. 
LEGISLATIVE HISTORY—S. 422 (H.R. 618): 
HOUSE REPORTS: No. 103-255 accompanying H.R. 618 (Comm. on Energy and 
Commerce). 
SENATE REPORTS: No. 103-109 (Comm. on Banking, Housing, and Urban Affairs). 
CONGRESSIONAL RECORD. Vol. 139 (1993): 
July 29, considered and passed Senate. 
Oct. 5, H.R. 618 considered and psissed House; S. 422, amended, passed in lieu. 
Nov. 22, Senate concurred in House amendments with an amendment. House 
concurred in Senate amendment. 
WEEKLY COMPILATION OF PRESIDENTIAL DOCUMENTS, Vol. 29 (1993): 
Dec. 17, Presidential statement.