Short title; table of contents

(a)

Short title

This Act may be cited as the

Securities Act of 2008

. (b)

Table of contents

The table of contents for this Act is as follows:

Sec. 1. Short title; table of contents.

Sec. 2. Authority to impose civil penalties in cease and desist proceedings.

Sec. 3. Formerly associated persons.

Sec. 4. Scope of exemption from State securities regulation.

Sec. 5. Covered securities.

Sec. 6. Collateral bars.

Sec. 7. Unlawful margin lending.

Sec. 8. Securities Investor Protection Act of 1970 amendments.

Sec. 9. Annual testimony on reducing complexity in financial reporting.

Sec. 10. Equal treatment for self-regulatory organization rules.

Sec. 11. Lost and stolen securities.

Sec. 12. Fingerprinting.

Sec. 13. Clarification that section 205 of the Investment Advisers Act of 1940 does not apply to State-registered advisers.

Sec. 14. Amendments to section 31 of the Securities Exchange Act of 1934.

Sec. 15. Protecting confidentiality of materials submitted to Commission.

Sec. 16. Sharing privileged information with other authorities.

Sec. 17. Technical corrections.

Sec. 18. Conforming amendments for the repeal of the Public Utility Holding Company Act of 1935.

Sec. 19. Nationwide service of subpoenas.

Authority to impose civil penalties in cease and desist proceedings

(a)

Under the securities act of 1933

Section 8A of the Securities Act of 1933 (15 U.S.C. 77h–1) is amended by adding at the end the following new subsection:

(g)

Authority To impose money penalties

(1)

Grounds for imposing

In any cease-and-desist proceeding under subsection (a), the Commission may impose a civil penalty on a person if it finds, on the record after notice and opportunity for hearing, that— (A)such person— (i)is violating or has violated any provision of this title, or any rule or regulation thereunder; or (ii)is or was a cause of the violation of any provision of this title, or any rule or regulation thereunder; and (B)such penalty is in the public interest. (2)

Maximum amount of penalty

(A)

First tier

The maximum amount of penalty for each act or omission described in paragraph (1) shall be $6,500 for a natural person or $65,000 for any other person. (B)

Second tier

Notwithstanding paragraph (A), the maximum amount of penalty for each such act or omission shall be $65,000 for a natural person or $325,000 for any other person if the act or omission described in paragraph (1) involved fraud, deceit, manipulation, or deliberate or reckless disregard of a regulatory requirement. (C)

Third tier

Notwithstanding paragraphs (A) and (B), the maximum amount of penalty for each such act or omission shall be $130,000 for a natural person or $650,000 for any other person if— (i)the act or omission described in paragraph (1) involved fraud, deceit, manipulation, or deliberate or reckless disregard of a regulatory requirement; and (ii)such act or omission directly or indirectly resulted in substantial losses or created a significant risk of substantial losses to other persons or resulted in substantial pecuniary gain to the person who committed the act or omission. (3)

Evidence concerning ability to pay

In any proceeding in which the Commission may impose a penalty under this section, a respondent may present evidence of the respondent’s ability to pay such penalty. The Commission may, in its discretion, consider such evidence in determining whether such penalty is in the public interest. Such evidence may relate to the extent of such person’s ability to continue in business and the collectability of a penalty, taking into account any other claims of the United States or third parties upon such person’s assets and the amount of such person’s assets.

(b)

Under the securities exchange act of 1934

Subsection (a) of section 21B of the Securities Exchange Act of 1934 (15 U.S.C. 78u–2(a)) is amended— (1)by striking (a) Commission Authority To Assess Money Penalties.—In any proceeding and inserting the following:

(a)

Commission authority To assess money penalties

(1)

In general

In any proceeding

;

(2)by redesignating paragraphs (1) through (4) of such subsection as subparagraphs (A) through (D), respectively and moving such redesignated subparagraphs and the matter following such subparagraphs 2 ems to the right; and (3)by adding at the end of such subsection the following new paragraph:

(2)

Cease-and-desist proceedings

In any proceeding instituted pursuant to section 21C of this title against any person, the Commission may impose a civil penalty if it finds, on the record after notice and opportunity for hearing, that such person— (A)is violating or has violated any provision of this title, or any rule or regulation thereunder; or (B)is or was a cause of the violation of any provision of this title, or any rule or regulation thereunder.

(c)

Under the investment company act of 1940

Paragraph (1) of section 9(d) of the Investment Company Act of 1940 (15 U.S.C. 80a–9(d)(1)) is amended— (1)by striking (1) Authority of commission.—In any proceeding and inserting the following:

(1)

Authority of commission

(A)

In general

In any proceeding

;

(2)by redesignating subparagraphs (A) through (C) of such paragraph as clauses (i) through (iii), respectively and by moving such redesignated clauses and the matter following such subparagraphs 2 ems to the right; and (3)by adding at the end of such paragraph the following new subparagraph:

(B)

Cease-and-desist proceedings

In any proceeding instituted pursuant to subsection (f) against any person, the Commission may impose a civil penalty if it finds, on the record after notice and opportunity for hearing, that such person— (i)is violating or has violated any provision of this title, or any rule or regulation thereunder; or (ii)is or was a cause of the violation of any provision of this title, or any rule or regulation thereunder.

(d)

Under the investment advisers act of 1940

Paragraph (1) of section 203(i) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–3(i)(1)) is amended— (1)by striking (1) Authority of commission.—In any proceeding and inserting the following:

(1)

Authority of commission

(A)

In general

In any proceeding

;

(2)by redesignating subparagraphs (A) through (D) of such paragraph as clauses (i) through (iv), respectively and moving such redesignated clauses and the matter following such subparagraphs 2 ems to the right; and (3)by adding at the end of such paragraph the following new subparagraph:

(B)

Cease-and-desist proceedings

In any proceeding instituted pursuant to subsection (k) against any person, the Commission may impose a civil penalty if it finds, on the record after notice and opportunity for hearing, that such person— (i)is violating or has violated any provision of this title, or any rule or regulation thereunder; or (ii)is or was a cause of the violation of any provision of this title, or any rule or regulation thereunder.

Formerly associated persons

(a)

Member or employee of the municipal securities rulemaking board

Section 15B(c)(8) of the Securities Exchange Act of 1934 (15 U.S.C. 78o–4(c)(8)) is amended by striking any member or employee and inserting any person who is, or at the time of the alleged misconduct was, a member or employee. (b)

Person associated with a government securities broker or dealer

Section 15C of the Securities Exchange Act of 1934 (15 U.S.C. 78o–5) is amended— (1)in subsection (c)(1)(C), by striking or seeking to become associated, and inserting seeking to become associated, or, at the time of the alleged misconduct, associated or seeking to become associated; (2)in subsection (c)(2)(A), by inserting , seeking to become associated, or, at the time of the alleged misconduct, associated or seeking to become associated after any person associated; and (3)in subsection (c)(2)(B), by inserting , seeking to become associated, or, at the time of the alleged misconduct, associated or seeking to become associated after any person associated. (c)

Person associated with a member of a national securities exchange or registered securities association

Section 21(a)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 78u(a)(1)) is amended by inserting , or, as to any act or practice, or omission to act, while associated with a member, formerly associated after member or a person associated. (d)

Participant of a registered clearing agency

Section 21(a)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 78u(a)(1)) is amended by inserting or, as to any act or practice, or omission to act, while a participant, was a participant, after in which such person is a participant,. (e)

Officer or director of a self-regulatory organization

Section 19(h)(4) of the Securities Exchange Act of 1934 (15 U.S.C. 78s(h)(4)) is amended— (1)by striking any officer or director and inserting any person who is, or at the time of the alleged misconduct was, an officer or director; and (2)by striking such officer or director and inserting such person. (f)

Officer or director of an investment company

Section 36(a) of the Investment Company Act of 1940 (15 U.S.C. 80a–35(a)) is amended— (1)by striking a person serving or acting and inserting a person who is, or at the time of the alleged misconduct was, serving or acting; and (2)by striking such person so serves or acts and inserting such person so serves or acts, or at the time of the alleged misconduct, so served or acted.

Scope of exemption from State securities regulation

Section 18(b)(1) of the Securities Act of 1933 (15 U.S.C. 77r(b)(1)) is amended— (1)in subparagraph (A)— (A)by striking or the American Stock Exchange, or listed, or authorized for listing, on the National Market System of the Nasdaq Stock Market (or any successor to such entities) and inserting , the American Stock Exchange, or the Nasdaq Stock Market (or any successor to such entities); and (B)by inserting before the semicolon the following: , except that a security listed, or authorized for listing, on the New York Stock Exchange, the American Stock Exchange, or the Nasdaq Stock Market (or any successor to such entities) shall not be a covered security if the exchange adopts listing standards pursuant to section 19(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78s(b)) that designates a tier or segment of such securities as securities that are not covered securities for purposes of this section and such security is listed, or authorized for listing, on such tier or segment; and (2)in subparagraph (B), by inserting covered after applicable to.

Covered securities

(a)

Warrants and Rights

Section 18(b)(1) of the Securities Act of 1933 (15 U.S.C. 77r(b)(1)) is amended— (1)in subparagraph (B), by striking or at the end; (2)in subparagraph (C), by striking the period at the end and inserting ; or; and (3)by adding at the end the following:

(D)a warrant or right to subscribe to or purchase any of the foregoing.

(b)

Exempt offerings

Section 18(b)(4)(D) of the Securities Act of 1933 (15 U.S.C. 77r(b)(4)(D)) is amended to read as follows:

(D)Commission rules or regulations issued under section 4(2), except that this subparagraph does not prohibit a State from imposing notice filing requirements that are substantially similar to those required by rule or regulation under section 4(2) that are in effect on September 1, 1996, including information corresponding to that in all the parts and the appendix to Form D.

Collateral bars

(a)

Section 15(b)(6)(A) of the securities exchange act of 1934

Section 15(b)(6)(A) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(b)(6)(A)) is amended by striking 12 months, or bar such person from being associated with a broker or dealer, and inserting 12 months, or bar any such person from being associated with a broker, dealer, investment adviser, municipal securities dealer, or transfer agent, . (b)

Section 15B(c)(4) of the securities exchange act of 1934

Section 15B(c)(4) of the Securities Exchange Act of 1934 (15 U.S.C. 78o–4(c)(4)) is amended by striking twelve months or bar any such person from being associated with a municipal securities dealer, and inserting twelve months or bar any such person from being associated with a broker, dealer, investment adviser, municipal securities dealer, or transfer agent, . (c)

Section 17A(c)(4)(C) of the securities exchange act of 1934

Section 17A(c)(4)(C) of the Securities Exchange Act of 1934 (15 U.S.C. 78q–1(c)(4)(C)) is amended by striking twelve months or bar any such person from being associated with the transfer agent, and inserting twelve months or bar any such person from being associated with any transfer agent, broker, dealer, investment adviser, or municipal securities dealer, . (d)

Section 203(f) of the investment advisers act of 1940

Section 203(f) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–3(f)) is amended by striking twelve months or bar any such person from being associated with an investment adviser, and inserting twelve months or bar any such person from being associated with an investment adviser, broker, dealer, municipal securities dealer, or transfer agent, .

Unlawful margin lending

Section 7(c)(1)(A) of the Securities Exchange Act of 1934 (15 U.S.C. 78g(c)(1)(A)) is amended by striking ; and and inserting ; or.

Securities Investor Protection Act of 1970 amendments

(a)

SIPC Advances

Section 9(a)(1) of the Securities Investor Protection Act of 1970 (15 U.S.C. 78fff–3(a)(1)) is amended by inserting or options on commodity futures contracts after claim for securities. (b)

Definitions

Section 16 of such Act (15 U.S.C. 78lll) is amended— (1)by amending paragraph (2) to read as follows:

(2)

Customer

(A)

In general

The term customer of a debtor means any person (including any person with whom the debtor deals as principal or agent) who has a claim on account of securities received, acquired, or held by the debtor in the ordinary course of its business as a broker or dealer from or for the securities accounts of such person for safekeeping, with a view to sale, to cover consummated sales, pursuant to purchases, as collateral, security, or for purposes of effecting transfer. (B)

Included persons

The term customer includes— (i)any person who has deposited cash with the debtor for the purpose of purchasing securities; (ii)any person who has a claim against the debtor for cash, securities, futures contracts, or options on futures contracts received, acquired, or held in a portfolio margining account carried as a securities account pursuant to a portfolio margining program approved by the Commission; and (iii)any person who has a claim against the debtor arising out of sales or conversions of such securities. (C)

Excluded persons

The term customer does not include— (i)any person to the extent that the claim of such person arises out of transactions with a foreign subsidiary of a member of SIPC; or (ii)any person to the extent that such person has a claim for cash or securities which by contract, agreement, or understanding, or by operation of law, is part of the capital of the debtor, or is subordinated to the claims of any or all creditors of the debtor, notwithstanding that some ground exists for declaring such contract, agreement, or understanding void or voidable in a suit between the claimant and the debtor.

;

(2)in paragraph (4), by inserting after the first sentence the following new sentence: In the case of portfolio margining accounts of customers that are carried as securities accounts pursuant to a portfolio margining program approved by the Commission, such term shall also include futures contracts and options on futures contracts received, acquired, or held by or for the account of a debtor from or for such accounts, and the proceeds thereof.; (3)in paragraph (9), by inserting before Such term in the matter following subparagraph (L) the following: The term includes revenues earned by a broker or dealer in connection with transactions in customers’ portfolio margining accounts carried as securities accounts pursuant to a portfolio margining program approved by the Commission.; and (4)in paragraph (11)— (A)by amending subparagraph (A) to read as follows:

(A)calculating the sum which would have been owed by the debtor to such customer if the debtor had liquidated, by sale or purchase on the filing date— (i)all securities positions of such customer (other than customer name securities reclaimed by such customer); and (ii)all positions in futures contracts and options on futures contracts held in a portfolio margining account carried as a securities account pursuant to a portfolio margining program approved by the Commission; minus

; and

(B)by inserting before In determining in the matter following subparagraph (C) the following: A claim for a commodity futures contract received, acquired, or held in a portfolio margining account pursuant to a portfolio margining program approved by the Commission, or a claim for a security futures contract, shall be deemed to be a claim for the mark-to-market (variation) payments due with respect to such contract as of the filing date, and such claim shall be treated as a claim for cash..

Annual testimony on reducing complexity in financial reporting

(a)

Findings

Congress finds the following: (1)Transparent and clear financial reporting is integral to the continued growth and strength of our capital markets and the confidence of investors. (2)The increasing detail and volume of accounting, auditing, and reporting guidance pose a major challenge. (3)The complexity of accounting and auditing standards in the United States has added to the costs and effort involved in financial reporting. (b)

Testimony required on reducing complexity in financial reporting

The Securities and Exchange Commission, the Financial Accounting Standards Board, and the Public Company Accounting Oversight Board shall annually provide oral testimony by their respective Chairpersons or a designee of the Chairperson, beginning in 2009, and for 5 years thereafter, to the Committee on Financial Services of the House of Representatives on their efforts to reduce the complexity in financial reporting to provide more accurate and clear financial information to investors, including— (1)reassessing complex and outdated accounting standards; (2)improving the understandability, consistency, and overall usability of the existing accounting and auditing literature; (3)developing principles-based accounting standards; (4)encouraging the use and acceptance of interactive data; and (5)promoting disclosures in plain English.

10.

Equal treatment for self-regulatory organization rules

Section 29(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78cc(a)) is amended by striking an exchange required thereby and inserting a self-regulatory organization.

11.

Lost and stolen securities

Section 17(f)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 78q(f)(1)) is amended— (1)in subparagraph (A), by striking missing, lost, counterfeit, or stolen securities and inserting securities that are missing, lost, counterfeit, stolen, cancelled, or any other category of securities as the Commission, by rule, may prescribe; and (2)in subparagraph (B), by striking or stolen and inserting stolen, cancelled, or reported in such other manner as the Commission, by rule, may prescribe.

12.

Fingerprinting

Section 17(f)(2) of the Securities Exchange Act of 1934 (15 U.S.C. 78q(f)(2)) is amended— (1)by striking and registered clearing agency, and inserting registered clearing agency, registered securities information processor, national securities exchange, and national securities association; and (2)by striking or clearing agency, and inserting clearing agency, securities information processor, national securities exchange, or national securities association,.

13.

Clarification that section 205 of the Investment Advisers Act of 1940 does not apply to State-registered advisers

Section 205(a) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–5(a)) is amended— (1)by striking , unless exempt from registration pursuant to section 203(b), and inserting registered or required to be registered with the Commission; (2)by striking make use of the mails or any means or instrumentality of interstate commerce, directly or indirectly, to; and (3)by striking to after in any way.

14.

Amendments to section 31 of the Securities Exchange Act of 1934

Section 31 of the Securities Exchange Act of 1934 (15 U.S.C. 78ee) is amended— (1)in subsection (e)(2), by striking September 30 and inserting September 25; and (2)in subsection (g), by striking April 30 and inserting August 31.

15.

Protecting confidentiality of materials submitted to Commission

(a)

Securities Exchange Act of 1934

Section 17(j) of the Securities Exchange Act of 1934 (15 U.S.C. 78q(j)) is amended to read as follows:

(j)

Authority To limit disclosure of information

Notwithstanding any other provision of law, the Commission shall not be compelled to disclose any information, documents, records, or reports that relate to an examination of a person subject to or described in this section, including subsection (i)(5)(A), or the financial or operational condition of such persons, or any information supplied to the Commission by any domestic or foreign regulatory agency that relates to the financial or operational condition of such persons, of any associated person of such persons, or any affiliate of an investment bank holding company. Nothing in this subsection shall authorize the Commission to withhold information from Congress, or prevent the Commission from complying with a request for information from any other Federal department or agency or any self-regulatory organization requesting the information for purposes within the scope of its jurisdiction. Nothing in this subsection shall prevent the Commission from complying with an order of a court of the United States in an action brought by the United States or the Commission against such a person to produce information, documents, records, or reports relating directly to the examination of that person or the financial or operational condition of that person or an associated or affiliated person of that person. For purposes of section 552 of title 5, United States Code, this subsection shall be considered a statute described in subsection (b)(3)(B) of such section 552. In prescribing regulations to carry out the requirements of this subsection, the Commission shall designate information described in or obtained pursuant to subparagraphs (A), (B), and (C) of subsection (i)(3) as confidential information for purposes of section 24(b)(2) of this title.

(b)

Investment Company Act of 1940

Section 31(b) of the Investment Company Act of 1940 (15 U.S.C. 80a–30(b)) is amended by adding at the end the following:

(4)

Confidentiality

Notwithstanding any other provision of law, the Commission shall not be compelled to disclose any information, documents, records, or reports that relate to an examination of a person subject to or described in this section. Nothing in this subsection shall authorize the Commission to withhold information from Congress, or prevent the Commission from complying with a request for information from any other Federal department or agency requesting the information for purposes within the scope of its jurisdiction. Nothing in this subsection shall prevent the Commission from complying with an order of a court of the United States in an action brought by the United States or the Commission against such a person to produce information, documents, records, or reports relating directly to the examination of that person or the financial or operational condition of that person or an associated or affiliated person of that person. For purposes of section 552 of title 5, United States Code, this subsection shall be considered a statute described in subsection (b)(3)(B) of such section 552.

(c)

Investment Advisers Act of 1940

Section 204 of the Investment Advisers Act of 1940 (15 U.S.C. 80b–4) is amended by adding at the end the following new subsection:

(d)

Confidentiality

Notwithstanding any other provision of law, the Commission shall not be compelled to disclose any information, documents, records, or reports that relate to an examination of a person subject to or described in this section. Nothing in this subsection shall authorize the Commission to withhold information from Congress, or prevent the Commission from complying with a request for information from any other Federal department or agency requesting the information for purposes within the scope of its jurisdiction. Nothing in this subsection shall prevent the Commission from complying with an order of a court of the United States in an action brought by the United States or the Commission against such a person to produce information, documents, records, or reports relating directly to the examination of that person or the financial or operational condition of that person or an associated or affiliated person of that person. For purposes of section 552 of title 5, United States Code, this subsection shall be considered a statute described in subsection (b)(3)(B) of such section 552.

16.

Sharing privileged information with other authorities

Section 24 of the Securities Exchange Act of 1934 (15 U.S.C. 78x) is amended— (1)by redesignating subsections (d) and (e) as subsections (e) and (f), respectively; (2)in subsection (e), as redesignated, by striking as provided in subsection (e) and inserting as provided in subsection (f); and (3)by inserting after subsection (c) the following new subsection (d)—

(d)

Sharing privileged information with other authorities

(1)

Privileged information provided by the commission

The Commission shall not be deemed to have waived any privilege applicable to any information by transferring that information to or permitting that information to be used by— (A)any agency (as defined in section 6 of title 18, United States Code); (B)any foreign securities authority; (C)any foreign law enforcement authority; or (D)any State securities or law enforcement authority. (2)

Non-disclosure of privileged information provided to the commission

Except as provided in subsection (f), the Commission shall not be compelled to disclose privileged information obtained from any foreign securities authority, or foreign law enforcement authority, if the authority has in good faith determined and represented to the Commission that the information is privileged. (3)

Non-waiver of privileged information provided to the commission

No Federal agency or State securities or law enforcement authority shall be deemed to have waived any privilege applicable to any information by transferring that information to or permitting that information to be used by the Commission. (4)

Definitions

For purposes of this subsection: (A)The term privilege includes any work-product privilege, attorney-client privilege, governmental privilege, or other privilege recognized under Federal, Foreign, or State law. (B)The term foreign law enforcement authority means any foreign authority that is empowered under foreign law to detect, investigate or prosecute potential violations of law. (C)The term State securities or law enforcement authority means the authority of any State or territory that is empowered under State or territory law to detect, investigate or prosecute potential violations of law.

17.

Technical corrections

(a)

Securities Act of 1933

The Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended— (1)in section 3(a)(4) (15 U.S.C. 77c(a)(4)), by striking individual; and inserting individual,; (2)in section 18(b)(1)(C) (15 U.S.C. 77r(b)(1)(C)), by striking is a security and inserting a security; (3)in section 18(c)(2)(B)(i) (15 U.S.C. 77r(c)(2)(B)(i)), by striking State, or and inserting State or; (4)in section 19(d)(6)(A) (15 U.S.C. 77s(d)(6)(A)), by striking in paragraph (1) of (3) and inserting in paragraph (1) or (3); and (5)in section 27A(c)(1)(B)(ii) (15 U.S.C. 77z–2(c)(1)(B)(ii)), by striking business entity; and inserting business entity,. (b)

Securities Exchange Act of 1934

The Securities Exchange Act of 1934 (15 U.S.C. 78 et seq.) is amended— (1)in section 2(1)(a) (15 U.S.C. 78b(1)(a)), by striking affected and inserting effected; (2)in section 3(a)(55)(A) (15 U.S.C. 78c(a)(55)(A)), by striking section 3(a)(12) of the Securities Exchange Act of 1934 and inserting section 3(a)(12) of this Act; (3)in section 3(g) (15 U.S.C. 78c(g)), by striking company, account person, or entity and inserting company, account, person, or entity; (4)in section 10A(i)(1)(B)(i) (15 U.S.C. 78j–1(i)(1)(B)(i)), by striking nonaudit and inserting non-audit; (5)in section 13(b)(1) (15 U.S.C. 78m(b)(1)), by striking earning statement and inserting earnings statement; (6)in section 15(b)(1) (15 U.S.C. 78o(b)(1))— (A)by striking the sentence beginning The order granting and ending from such membership. in subparagraph (B); and (B)by inserting such sentence in the matter following such subparagraph after are satisfied.; (7)in section 15 (15 U.S.C. 78o), by redesignating subsection (i), as added by section 303(f) of the Commodity Futures Modernization Act of 2000 (114 Stat. 2763A–455), as subsection (j); (8)in section 15C(a)(2) (15 U.S.C. 78o–5(a)(2))— (A)by redesignating clauses (i) and (ii) as subparagraphs (A) and (B), respectively; (B)by striking the sentence beginning The order granting and ending from such membership. in such subparagraph (B), as redesignated; and (C)by inserting such sentence in the matter following such redesignated subparagraph after are satisfied.; (9)in section 16(a)(2)(C) (15 U.S.C. 78p(a)(2)(C)), by striking section 206(b) and inserting section 206B; (10)in section 17(b)(1)(B) (15 U.S.C. 78q(b)(1)(B)), by striking 15A(k) gives and inserting 15A(k), give; and (11)in section 21C(c)(2) (15 U.S.C. 78u–3(c)(2)), by striking paragraph (1) subsection and inserting Paragraph (1). (c)

Trust Indenture Act of 1939

The Trust Indenture Act of 1939 (15 U.S.C. 77aaa et seq.) is amended— (1)in section 304(b) (15 U.S.C. 77ddd(b)), by striking section 2 of such Act and inserting section 2(a) of such Act; (2)in section 313(a)(4) (15 U.S.C. 77mmm(a)(4)) by striking subsection 311 and inserting section 311(b); and (3)in section 317(a)(1) (15 U.S.C. 77qqq(a)(1)), by striking (1), and inserting (1). (d)

Investment Company Act of 1940

The Investment Company Act of 1940 (15 U.S.C. 80a–1 et seq.) is amended— (1)in section 2(a)(19) (15 U.S.C. 80a–2(a)(19)) by striking clause (vi) both places it appears in the last two sentences and inserting clause (vii); (2)in section 9(b)(4)(B) (15 U.S.C. 80a–9(b)(4)(B)), by inserting or after the semicolon at the end; (3)in section 12(d)(1)(J) (15 U.S.C. 80a–12(d)(1)(J)), by striking any provision of this subsection and inserting any provision of this paragraph; (4)in section 13(a)(3) (15 U.S.C. 80a–13(a)(3)), by inserting or after the semicolon at the end; (5)in section 17(f)(4) (15 U.S.C. 80a–17(f)(4)), by striking No such member and inserting No member of a national securities exchange; (6)in section 17(f)(6) (15 U.S.C. 80a–17(f)(6)), by striking company may serve and inserting company, may serve; and (7)in section 61(a)(3)(B)(iii) (15 U.S.C. 80a–60(a)(3)(B)(iii))— (A)by striking paragraph (1) of section 205 and inserting section 205(a)(1); and (B)by striking clause (A) or (B) of that section and inserting section 205(b)(1) or (2). (e)

Investment Advisers Act of 1940

The Investment Advisers Act of 1940 (15 U.S.C. 80b–1 et seq.) is amended— (1)in each of the following sections, by striking principal business office or principal place of business (whichever and wherever it appears) and inserting principal office and place of business: sections 203(c)(1)(A), 203(k)(4)(B), 213(a), 222(b), and 222(c) (15 U.S.C. 80b–3(c)(1)(A), 80b–3(k)(4)(B), 80b–13(a), 80b–18a(b), and 80b–18a(c)); and (2)in section 206(3) (15 U.S.C. 80b–6(3)), by inserting or after the semicolon at the end.

18.

Conforming amendments for the repeal of the Public Utility Holding Company Act of 1935

(a)

Securities Exchange Act of 1934

The Securities Exchange Act of 1934 (15 U.S.C. 78 et seq.) is amended— (1)in section 3(a)(47) (15 U.S.C. 78c(a)(47)), by striking the Public Utility Holding Company Act of 1935 (15 U.S.C. 79a et seq.),; and (2)in section 12(k) (15 U.S.C. 78l(k)), by amending paragraph (7) to read as follows:

(7)

Definition

For purposes of this subsection, the term emergency means— (A)a major market disturbance characterized by or constituting— (i)sudden and excessive fluctuations of securities prices generally, or a substantial threat thereof, that threaten fair and orderly markets; or (ii)a substantial disruption of the safe or efficient operation of the national system for clearance and settlement of transactions in securities, or a substantial threat thereof; or (B)a major disturbance that substantially disrupts, or threatens to substantially disrupt— (i)the functioning of securities markets, investment companies, or any other significant portion or segment of the securities markets; or (ii)the transmission or processing of securities transactions.

(3)in section 21(h)(2) (15 U.S.C. 78u(h)(2)), by striking section 18(c) of the Public Utility Holding Company Act of 1935,. (b)

Trust Indenture Act of 1939

The Trust Indenture Act of 1939 (15 U.S.C. 77aaa et seq.) is amended— (1)in section 303 (15 U.S.C. 77ccc), by amending paragraph (17) to read as follows:

(17)The terms Securities Act of 1933 and Securities Exchange Act of 1934 shall be deemed to refer, respectively, to such Acts, as amended, whether amended prior to or after the enactment of this title.

;

(2)in section 308 (15 U.S.C. 77hhh), by striking Securities Act of 1933, the Securities Exchange Act of 1934, or the Public Utility Holding Company Act of 1935 each place it appears and inserting Securities Act of 1933 or the Securities Exchange Act of 1934; (3)in section 310 (15 U.S.C. 77jjj), by striking subsection (c) (including the preceding heading); (4)in section 311 (15 U.S.C. 77kkk) by striking subsection (c); (5)in section 323(b) (15 U.S.C. 77www(b)), by striking Securities Act of 1933, or the Securities Exchange Act of 1934, or the Public Utility Holding Company Act of 1935 and inserting Securities Act of 1933 or the Securities Exchange Act of 1934; and (6)in section 326 (15 U.S.C. 77zzz), by striking Securities Act of 1933, or the Securities Exchange Act of 1934, or the Public Utility Holding Company Act of 1935, and inserting Securities Act of 1933 or the Securities Exchange Act of 1934. (c)

Investment Company Act of 1940

The Investment Company Act of 1940 (15 U.S.C. 80a–1 et seq.) is amended— (1)in section 2(a)(44) (15 U.S.C. 80a–2(a)(44)), by striking Public Utility Holding Company Act of 1935,; (2)in section 3(c) (15 U.S.C. 80a–3(c)), by amending paragraph (8) to read as follows:

(8)[Repealed]

;

(3)in section 38(b) (15 U.S.C. 80a–37(b)), by striking the Public Utility Holding Company Act of 1935,; and (4)in section 50 (15 U.S.C. 80a–49), by striking the Public Utility Holding Company Act of 1935,. (d)

Investment Advisers Act of 1940

Section 202(a)(21) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–2(a)(21)) is amended by striking Public Utility Holding Company Act of 1935,.

19.

Nationwide service of subpoenas

(a)

Securities Act of 1933

Section 22(a) of the Securities Act of 1933 (15 U.S.C. 77v(a)) is amended by inserting after the second sentence the following: In any action or proceeding instituted by the Commission under this title in a United States district court for any judicial district, subpoenas issued by or on behalf of such court to compel the attendance of witnesses or the production of documents or tangible things (or both) may be served in any other district. Such subpoenas may be served and enforced without application to the court or a showing of cause, notwithstanding the provisions of rule 45(b)(2), (c)(3)(A)(ii), and (c)(3)(B)(iii) of the Federal Rules of Civil Procedure.. (b)

Securities Exchange Act of 1934

Section 27 of the Securities Exchange Act of 1934 (15 U.S.C. 78aa) is amended by inserting after the third sentence the following: In any action or proceeding instituted by the Commission under this title in a United States district court for any judicial district, subpoenas issued by or on behalf of such court to compel the attendance of witnesses or the production of documents or tangible things (or both) may be served in any other district. Such subpoenas may be served and enforced without application to the court or a showing of cause, notwithstanding the provisions of rule 45(b)(2), (c)(3)(A)(ii), and (c)(3)(B)(iii) of the Federal Rules of Civil Procedure.. (c)

Investment Company Act of 1940

Section 44 of the Investment Company Act of 1940 (15 U.S.C. 80a–43) is amended by inserting after the fourth sentence the following: In any action or proceeding instituted by the Commission under this title in a United States district court for any judicial district, subpoenas issued by or on behalf of such court to compel the attendance of witnesses or the production of documents or tangible things (or both) may be served in any other district. Such subpoenas may be served and enforced without application to the court or a showing of cause, notwithstanding the provisions of rule 45(b)(2), (c)(3)(A)(ii), and (c)(3)(B)(iii) of the Federal Rules of Civil Procedure.. (d)

Investment Advisers Act of 1940

Section 214 of the Investment Advisers Act of 1940 (15 U.S.C. 80b–14) is amended by inserting after the third sentence the following: In any action or proceeding instituted by the Commission under this title in a United States district court for any judicial district, subpoenas issued by or on behalf of such court to compel the attendance of witnesses or the production of documents or tangible things (or both) may be served in any other district. Such subpoenas may be served and enforced without application to the court or a showing of cause, notwithstanding the provisions of rule 45(b)(2), (c)(3)(A)(ii), and (c)(3)(B)(iii) of the Federal Rules of Civil Procedure..