[104th Congress Public Law 290]
[From the U.S. Government Printing Office]


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[DOCID: f:publ290.104]


[[Page 3415]]

           NATIONAL SECURITIES MARKETS IMPROVEMENT ACT OF 1996

[[Page 110 STAT. 3416]]

Public Law 104-290
104th Congress

                                 An Act


 
To amend the Federal securities laws in order to promote efficiency and 
capital formation in the financial markets, and to amend the Investment 
   Company Act of 1940 to promote more efficient management of mutual 
funds, protect investors, and provide more effective and less burdensome 
           regulation. <<NOTE: Oct. 11, 1996 -  [H.R. 3005]>> 

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled, <<NOTE: National 
Securities Markets Improvement Act of 1996.>> 

SECTION 1. <<NOTE: 15 USC 78a note.>> SHORT TITLE; TABLE OF CONTENTS.

    (a) Short Title.--This Act may be cited as the ``National Securities 
Markets Improvement Act of 1996''.
    (b) Table of Contents.--The table of contents of this Act is as 
follows:

Sec. 1. Short title; table of contents.
Sec. 2. Definitions.
Sec. 3. Severability.

                        TITLE I--CAPITAL MARKETS

Sec. 101. Short title.
Sec. 102. Creation of national securities markets.
Sec. 103. Broker-dealer exemptions from State law.
Sec. 104. Broker-dealer funding.
Sec. 105. Exemptive authority.
Sec. 106. Promotion of efficiency, competition, and capital formation.
Sec. 107. Privatization of EDGAR.
Sec. 108. Improving coordination of supervision.
Sec. 109. Increased access to foreign business information.

               TITLE II--INVESTMENT COMPANY ACT AMENDMENTS

Sec. 201. Short title.
Sec. 202. Funds of funds.
Sec. 203. Flexible registration of securities.
Sec. 204. Facilitating use of current information in advertising.
Sec. 205. Variable insurance contracts.
Sec. 206. Reports to the Commission and shareholders.
Sec. 207. Books, records, and inspections.
Sec. 208. Prohibition on deceptive investment company names.
Sec. 209. Amendments to definitions.
Sec. 210. Performance fees exemptions.

       TITLE III--INVESTMENT ADVISERS SUPERVISION COORDINATION ACT

Sec. 301. Short title.
Sec. 302. Funding for enhanced enforcement priority.
Sec. 303. Improved supervision through State and Federal cooperation.
Sec. 304. Interstate cooperation.
Sec. 305. Disqualification of convicted felons.
Sec. 306. Investor access to information.
Sec. 307. Continued State authority.
Sec. 308. Effective date.

       TITLE IV--SECURITIES AND EXCHANGE COMMISSION AUTHORIZATION

Sec. 401. Short title.

[[Page 110 STAT. 3417]]

Sec. 402. Purposes.
Sec. 403. Authorization of appropriations.
Sec. 404. Registration fees.
Sec. 405. Transaction fees.
Sec. 406. Time for payment.
Sec. 407. Sense of the Congress concerning fees.

           TITLE V--REDUCING THE COST OF SAVING AND INVESTMENT

Sec. 501. Exemption for economic, business, and industrial development 
           companies.
Sec. 502. Intrastate closed-end investment company exemption.
Sec. 503. Definition of eligible portfolio company.
Sec. 504. Definition of business development company.
Sec. 505. Acquisition of assets by business development companies.
Sec. 506. Capital structure amendments.
Sec. 507. Filing of written statements.
Sec. 508. Church employee pension plans.
Sec. 509. Promoting global preeminence of American securities markets.
Sec. 510. Studies and reports.

SEC. 2. <<NOTE: 15 USC 78a note.>> DEFINITIONS.

    For purposes of this Act--
            (1) the term ``Commission'' means the Securities and 
        Exchange Commission; and
            (2) the term ``State'' has the same meaning as in section 3 
        of the Securities Exchange Act of 1934.

SEC. 3. <<NOTE: 15 USC 78a note.>> SEVERABILITY.

    If any provision of this Act, an amendment made by this Act, or the 
application of such provision or amendment to any person or circumstance 
is held to be unconstitutional, the remainder of this Act, the 
amendments made by this Act, and the application of the provisions of 
such to any person or circumstance shall not be affected thereby.

       TITLE I--CAPITAL <<NOTE: Capital Markets Efficiency Act of 
1996.>> MARKETS

SEC. 101. <<NOTE: 15 USC 78a note.>> SHORT TITLE.

    This title may be cited as the ``Capital Markets Efficiency Act of 
1996''.

SEC. 102. CREATION OF NATIONAL SECURITIES MARKETS.

    (a) In General.--Section 18 of the Securities Act of 1933 (15 U.S.C. 
77r) is amended to read as follows:

``SEC. 18. EXEMPTION FROM STATE REGULATION OF SECURITIES OFFERINGS.

    ``(a) Scope of Exemption.--Except as otherwise provided in this 
section, no law, rule, regulation, or order, or other administrative 
action of any State or any political subdivision thereof--
            ``(1) requiring, or with respect to, registration or 
        qualification of securities, or registration or qualification of 
        securities transactions, shall directly or indirectly apply to a 
        security that--
                    ``(A) is a covered security; or
                    ``(B) will be a covered security upon completion of 
                the transaction;
            ``(2) shall directly or indirectly prohibit, limit, or 
        impose any conditions upon the use of--
                    ``(A) with respect to a covered security described 
                in subsection (b), any offering document that is 
                prepared by or on behalf of the issuer; or

[[Page 110 STAT. 3418]]

                    ``(B) any proxy statement, report to shareholders, 
                or other disclosure document relating to a covered 
                security or the issuer thereof that is required to be 
                and is filed with the Commission or any national 
                securities organization registered under section 15A of 
                the Securities Exchange Act of 1934, except that this 
                subparagraph does not apply to the laws, rules, 
                regulations, or orders, or other administrative actions 
                of the State of incorporation of the issuer; or
            ``(3) shall directly or indirectly prohibit, limit, or 
        impose conditions, based on the merits of such offering or 
        issuer, upon the offer or sale of any security described in 
        paragraph (1).

    ``(b) Covered Securities.--For purposes of this section, the 
following are covered securities:
            ``(1) Exclusive federal registration of nationally traded 
        securities.--A security is a covered security if such security 
        is--
                    ``(A) listed, or authorized for listing, on the New 
                York Stock Exchange or the American Stock Exchange, or 
                listed on the National Market System of the Nasdaq Stock 
                Market (or any successor to such entities);
                    ``(B) listed, or authorized for listing, on a 
                national securities exchange (or tier or segment 
                thereof) that has listing standards that the Commission 
                determines by rule (on its own initiative or on the 
                basis of a petition) are substantially similar to the 
                listing standards applicable to securities described in 
                subparagraph (A); or
                    ``(C) is a security of the same issuer that is equal 
                in seniority or that is a senior security to a security 
                described in subparagraph (A) or (B).
            ``(2) Exclusive federal registration of investment 
        companies.--A security is a covered security if such security is 
        a security issued by an investment company that is registered, 
        or that has filed a registration statement, under the Investment 
        Company Act of 1940.
            ``(3) Sales to qualified purchasers.--A security is a 
        covered security with respect to the offer or sale of the 
        security to qualified purchasers, as defined by the Commission 
        by rule. In prescribing such rule, the Commission may define the 
        term `qualified purchaser' differently with respect to different 
        categories of securities, consistent with the public interest 
        and the protection of investors.
            ``(4) Exemption in connection with certain exempt 
        offerings.--A security is a covered security with respect to a 
        transaction that is exempt from registration under this title 
        pursuant to--
                    ``(A) paragraph (1) or (3) of section 4, and the 
                issuer of such security files reports with the 
                Commission pursuant to section 13 or 15(d) of the 
                Securities Exchange Act of 1934;
                    ``(B) section 4(4);
                    ``(C) section 3(a), other than the offer or sale of 
                a security that is exempt from such registration 
                pursuant to paragraph (4) or (11) of such section, 
                except that a municipal security that is exempt from 
                such registration pursuant to paragraph (2) of such 
                section is not a covered security with respect to the 
                offer or sale of such security

[[Page 110 STAT. 3419]]

                in the State in which the issuer of such security is 
                located; or
                    ``(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.

    ``(c) Preservation of Authority.--
            ``(1) Fraud authority.--Consistent with this section, the 
        securities commission (or any agency or office performing like 
        functions) of any State shall retain jurisdiction under the laws 
        of such State to investigate and bring enforcement actions with 
        respect to fraud or deceit, or unlawful conduct by a broker or 
        dealer, in connection with securities or securities 
        transactions.
            ``(2) Preservation of filing requirements.--
                    ``(A) Notice filings permitted.--Nothing in this 
                section prohibits the securities commission (or any 
                agency or office performing like functions) of any State 
                from requiring the filing of any document filed with the 
                Commission pursuant to this title, together with annual 
                or periodic reports of the value of securities sold or 
                offered to be sold to persons located in the State (if 
                such sales data is not included in documents filed with 
                the Commission), solely for notice purposes and the 
                assessment of any fee, together with a consent to 
                service of process and any required fee.
                    ``(B) Preservation of fees.--
                          ``(i) In general.--Until otherwise provided by 
                      law, rule, regulation, or order, or other 
                      administrative action of any State, or any 
                      political subdivision thereof, adopted after the 
                      date of enactment of the Capital Markets 
                      Efficiency Act of 1996, filing or registration 
                      fees with respect to securities or securities 
                      transactions shall continue to be collected in 
                      amounts determined pursuant to State law as in 
                      effect on the day before such date.
                          ``(ii) Schedule.--The fees required by this 
                      subparagraph shall be paid, and all necessary 
                      supporting data on sales or offers for sales 
                      required under subparagraph (A), shall be reported 
                      on the same 
                      schedule as would have been applicable had the 
                      issuer not relied on the exemption provided in 
                      subsection (a).
                    ``(C) Availability of preemption contingent on 
                payment of fees.--
                          ``(i) In general.--During the period beginning 
                      on the date of enactment of the National 
                      Securities 
                      Market Improvement Act of 1996 and ending 3 years 
                      after that date of enactment, the securities 
                      commission (or any agency or office performing 
                      like functions) of any State may require the 
                      registration of securities issued by any issuer 
                      who refuses to pay the fees required by 
                      subparagraph (B).
                          ``(ii) Delays.--For purposes of this 
                      subparagraph, delays in payment of fees or 
                      underpayments of fees

[[Page 110 STAT. 3420]]

                      that are promptly remedied shall not constitute a 
                      refusal to pay fees.
                    ``(D) Fees not permitted on listed securities.--
                Notwithstanding subparagraphs (A), (B), and (C), no 
                filing or fee may be required with respect to any 
                security that is a covered security pursuant to 
                subsection (b)(1), or will be such a covered security 
                upon completion of the transaction, or is a security of 
                the same issuer that is equal in seniority or that is a 
                senior security to a security that is a covered security 
                pursuant to subsection (b)(1).
            ``(3) Enforcement of requirements.--Nothing in this section 
        shall prohibit the securities commission (or any agency or 
        office performing like functions) of any State from suspending 
        the offer or sale of securities within such State as a result of 
        the failure to submit any filing or fee required under law and 
        permitted under this section.

    ``(d) Definitions.--For purposes of this section, the following 
definitions shall apply:
            ``(1) Offering document.--The term `offering document'--
                    ``(A) has the meaning given the term `prospectus' in 
                section 2(10), but without regard to the provisions of 
                subparagraphs (A) and (B) of that section; and
                    ``(B) includes a communication that is not deemed to 
                offer a security pursuant to a rule of the Commission.
            ``(2) Prepared by or on behalf of the issuer.--Not later 
        than 6 months after the date of enactment of the Securities 
        Amendments Act of 1996, the Commission shall, by rule, define 
        the term `prepared by or on behalf of the issuer' for purposes 
        of this section.
            ``(3) State.--The term `State' has the same meaning as in 
        section 3 of the Securities Exchange Act of 1934.
            ``(4) Senior security.--For purposes of this paragraph, the 
        term `senior security' means any bond, debenture, note, or 
        similar obligation or instrument constituting a security and 
        evidencing indebtedness, and any stock of a class having 
        priority over any other class as to distribution of assets or 
        payment of dividends.''.

    (b) Study <<NOTE: 15 USC 78r note.>> and Report on Uniformity.--The 
Commission shall conduct a study, after consultation with States, 
issuers, brokers, and dealers, on the extent to which uniformity of 
State regulatory requirements for securities or securities transactions 
has been achieved for securities that are not covered securities (within 
the meaning of section 18 of the Securities Act of 1933, as amended by 
paragraph (1) of this subsection). Not later than 1 year after the date 
of enactment of this Act, the Commission shall submit a report to the 
Congress on the results of such study.

SEC. 103. BROKER-DEALER EXEMPTIONS FROM STATE LAW.

    (a) In General.--Section 15 of the Securities Exchange Act of 1934 
(15 U.S.C. 78o) is amended by adding at the end the following new 
subsection:
    ``(h) Limitations on State Law.--
            ``(1) Capital, margin, books and records, bonding, and 
        reports.--No law, rule, regulation, or order, or other 
        administrative action of any State or political subdivision 
        thereof shall establish capital, custody, margin, financial 
        responsibility, making and keeping records, bonding, or 
        financial or operational

[[Page 110 STAT. 3421]]

        reporting requirements for brokers, dealers, municipal 
        securities dealers, government securities brokers, or government 

        securities dealers that differ from, or are in addition to, the 
        requirements in those areas established under this title. The 
        Commission shall consult periodically the securities commissions 
        (or any agency or office performing like functions) of the 
        States concerning the adequacy of such requirements as 
        established under this title.
            ``(2) De minimis transactions by associated persons.--No 
        law, rule, regulation, or order, or other administrative action 
        of any State or political subdivision thereof may prohibit an 
        associated person of a broker or dealer from affecting a 
        transaction described in paragraph (3) for a customer in such 
        State if--
                    ``(A) such associated person is not ineligible to 
                register with such State for any reason other than such 
                a transaction;
                    ``(B) such associated person is registered with a 
                registered securities association and at least one 
                State; and
                    ``(C) the broker or dealer with which such person is 
                associated is registered with such State.
            ``(3) Described transactions.--
                    ``(A) In general.--A transaction is described in 
                this paragraph if--
                          ``(i) such transaction is effected--
                                    ``(I) on behalf of a customer that, 
                                for 30 days prior to the day of the 
                                transaction, maintained an account with 
                                the broker or dealer; and
                                    ``(II) by an associated person of 
                                the broker or dealer--
                                            ``(aa) to which the customer 
                                        was assigned for 14 days prior 
                                        to the day of the transaction; 
                                        and
                                            ``(bb) who is registered 
                                        with a State in which the 
                                        customer was a resident or was 
                                        present for at least 30 
                                        consecutive days during the 1-
                                        year period prior to the day of 
                                        the transaction;
                          ``(ii) the transaction is effected--
                                    ``(I) on behalf of a customer that, 
                                for 30 days prior to the day of the 
                                transaction, maintains an account with 
                                the broker or dealer; and
                                    ``(II) during the period beginning 
                                on the date on which such associated 
                                person files an application for 
                                registration with the State in which the 
                                transaction is effected and ending on 
                                the earlier of--
                                            ``(aa) 60 days after the 
                                        date on which the application is 
                                        filed; or
                                            ``(bb) the date on which 
                                        such State notifies the 
                                        associated person that it has 
                                        denied the application for 
                                        registration or has stayed the 
                                        pendency of the application for 
                                        cause.
                    ``(B) Rules of construction.--For purposes of 
                subparagraph (A)(i)(II)--
                          ``(i) each of up to 3 associated persons of a 
                      broker or dealer who are designated to effect 
                      transactions

[[Page 110 STAT. 3422]]

                      during the absence or unavailability of the 
                      principal associated person for a customer may be 
                      treated as an associated person to which such 
                      customer is assigned; and
                          ``(ii) if the customer is present in another 
                      State for 30 or more consecutive days or has 
                      permanently changed his or her residence to 
                      another State, a transaction is not described in 
                      this paragraph, unless the association person of 
                      the broker or dealer files an application for 
                      registration with such State not later than 10 
                      business days after the later of the date of the 
                      transaction, or the date of the discovery of the 
                      presence of the customer in the other State for 30 
                      or more consecutive days or the change in the 
                      customer's residence.''.

    (b) Technical Amendment.--Section 28(a) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78bb(a)) is amended by striking ``Nothing'' and 
inserting ``Except as otherwise specifically provided in this title, 
nothing''.

SEC. 104. BROKER-DEALER FUNDING.

    (a) Margin Requirements.--
            (1) Extensions of credit by broker-dealers.--Section 7(c) of 
        the Securities Exchange Act of 1934 (15 U.S.C. 78g(c)) is 
        amended to read as follows:

    ``(c) Unlawful Credit Extension to Customers.--
            ``(1) Prohibition.--It shall be unlawful for any member of a 
        national securities exchange or any broker or dealer, directly 
        or indirectly, to extend or maintain credit or arrange for the 
        extension or maintenance of credit to or for any 
        customer--
                    ``(A) on any security (other than an exempted 
                security), in contravention of the rules and regulations 
                which the Board of Governors of the Federal Reserve 
                System (hereafter in this section referred to as the 
                `Board') shall 
                prescribe under subsections (a) and (b); and
                    ``(B) without collateral or on any collateral other 
                than securities, except in accordance with such rules 
                and regulations as the Board may prescribe--
                          ``(i) to permit under specified conditions and 
                      for a limited period any such member, broker, or 
                      dealer to maintain a credit initially extended in 
                      conformity with the rules and regulations of the 
                      Board; and
                          ``(ii) to permit the extension or maintenance 
                      of credit in cases where the extension or 
                      maintenance of credit is not for the purpose of 
                      purchasing or carrying securities or of evading or 
                      circumventing the provisions of subparagraph (A).
            ``(2) Exception.--This subsection and the rules and 
        regulations issued under this subsection shall not apply to any 
        credit extended, maintained, or arranged by a member of a 
        national securities exchange or a broker or dealer to or for a 
        member of a national securities exchange or a registered broker 
        or dealer--
                    ``(A) a substantial portion of whose business 
                consists of transactions with persons other than brokers 
                or dealers; or

[[Page 110 STAT. 3423]]

                    ``(B) to finance its activities as a market maker or 
                an underwriter;
        except that the Board may impose such rules and regulations, in 
        whole or in part, on any credit otherwise exempted by this 
        paragraph if the Board determines that such action is necessary 
        or appropriate in the public interest or for the protection of 
        investors.''.
            (2) Extensions of credit by other lenders.--Section 7(d) of 
        the Securities Exchange Act of 1934 (78 U.S.C. 78g(d)) is 
        amended to read as follows:

    ``(d) Unlawful Credit Extension in Violation of Rules and 
Regulations; Exception to Application of Rules, Etc.--
            ``(1) Prohibition.--It shall be unlawful for any person not 
        subject to subsection (c) to extend or maintain credit or to 
        arrange for the extension or maintenance of credit for the 
        purpose of purchasing or carrying any security, in contravention 
        of such rules and regulations as the Board shall prescribe to 
        prevent the excessive use of credit for the purchasing or 
        carrying of or trading in securities in circumvention of the 
        other provisions of this section. Such rules and regulations may 
        impose upon all loans made for the purpose of purchasing or 
        carrying securities limitations similar to those imposed upon 
        members, brokers, or dealers by subsection (c) and the rules and 
        regulations thereunder.
            ``(2) Exceptions.--This subsection and the rules and 
        regulations issued under this subsection shall not apply to any 
        credit extended, maintained, or arranged--
                    ``(A) by a person not in the ordinary course of 
                business;
                    ``(B) on an exempted security;
                    ``(C) to or for a member of a national securities 
                exchange or a registered broker or dealer--
                          ``(i) a substantial portion of whose business 
                      consists of transactions with persons other than 
                      brokers or dealers; or
                          ``(ii) to finance its activities as a market 
                      maker or an underwriter;
                    ``(D) by a bank on a security other than an equity 
                security; or
                    ``(E) as the Board shall, by such rules, 
                regulations, or orders as it may deem necessary or 
                appropriate in the public interest or for the protection 
                of investors, exempt, either unconditionally or upon 
                specified terms and conditions or for stated periods, 
                from the operation of this subsection and the rules and 
                regulations thereunder.
            ``(3) Board authority.--The Board may impose such rules and 
        regulations, in whole or in part, on any credit otherwise 
        exempted by subparagraph (C) if it determines that such action 
        is necessary or appropriate in the public interest or for the 
        protection of investors.''.

    (b) Borrowing by Members, Brokers, and Dealers.--Section 8 of the 
Securities Exchange Act of 1934 (15 U.S.C. 78h) is 
amended--
            (1) by striking subsection (a); and
            (2) by redesignating subsections (b) and (c) as subsections 
        (a) and (b), respectively.

[[Page 110 STAT. 3424]]

SEC. 105. EXEMPTIVE AUTHORITY.

    (a) General Exemptive Authority Under the Securities Act of 1933.--
Title I of the Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended 
by adding at the end the following new section:

``SEC. 28. <<NOTE: 15 USC 77z-3.>> GENERAL EXEMPTIVE AUTHORITY.

    ``The Commission, by rule or regulation, may conditionally or 
unconditionally exempt any person, security, or transaction, or any 
class or classes of persons, securities, or transactions, from any 
provision or provisions of this title or of any rule or regulation 
issued under this title, to the extent that such exemption is necessary 
or appropriate in the public interest, and is consistent with the 
protection of investors.''.
    (b) General Exemptive Authority Under the Securities Exchange Act of 
1934.--Title I of the Securities Exchange Act of 1934 (15 U.S.C. 78a et 
seq.) is amended by adding at the end the following new section:

``SEC. 36. <<NOTE: 15 USC 78mm.>> GENERAL EXEMPTIVE AUTHORITY.

    ``(a) Authority.--
            ``(1) In general.--Except as provided in subsection (b), but 
        notwithstanding any other provision of this title, the 
        Commission, by rule, regulation, or order, may conditionally or 
        unconditionally exempt any person, security, or transaction, or 
        any class or classes of persons, securities, or transactions, 
        from any provision or provisions of this title or of any rule or 
        regulation thereunder, to the extent that such exemption is 
        necessary or appropriate in the public interest, and is 
        consistent with the protection of investors.
            ``(2) Procedures.--The <<NOTE: Regulations.>> Commission 
        shall, by rule or regulation, determine the procedures under 
        which an exemptive order under this section shall be granted and 
        may, in its sole discretion, decline to entertain any 
        application for an order of exemption under this section.

    ``(b) Limitation.--The Commission may not, under this section, 
exempt any person, security, or transaction, or any class or classes of 
persons, securities, or transactions from section 15C or the rules or 
regulations issued thereunder or (for purposes of section 15C and the 
rules and regulations issued thereunder) from any definition in 
paragraph (42), (43), (44), or (45) of section 3(a).''.

SEC. 106. PROMOTION OF EFFICIENCY, COMPETITION, AND CAPITAL FORMATION.

    (a) Securities Act of 1933.--Section 2 of the Securities Act of 1933 
(15 U.S.C. 77b) is amended--
            (1) by inserting ``(a) Definitions.--'' after ``Sec. 2.''; 
        and
            (2) by adding at the end the following new subsection:

    ``(b) Consideration of Promotion of Efficiency, Competition, and 
Capital Formation.--Whenever pursuant to this title the Commission is 
engaged in rulemaking and is required to 
consider or determine whether an action is necessary or appropriate in 
the public interest, the Commission shall also consider, in addition to 
the protection of investors, whether the action will promote efficiency, 
competition, and capital formation.''.
    (b) Securities Exchange Act of 1934.--Section 3 of the 
Securities Exchange Act of 1934 (15 U.S.C. 78c) is amended by adding at 
the end the following new subsection:

[[Page 110 STAT. 3425]]

    ``(f) Consideration of Promotion of Efficiency, Competition, and 
Capital Formation.--Whenever pursuant to this title the Commission is 
engaged in rulemaking, or in the review of a rule of a self-regulatory 
organization, and is required to consider or determine whether an action 
is necessary or appropriate in the public interest, the Commission shall 
also consider, in addition to the protection of investors, whether the 
action will promote efficiency, competition, and capital formation.''.
    (c) Investment Company Act of 1940.--Section 2 of the Investment 
Company Act of 1940 (15 U.S.C. 80a-2) is amended by adding at the end 
the following new subsection:
    ``(c) Consideration of Promotion of Efficiency, Competition, and 
Capital Formation.--Whenever pursuant to this title the Commission is 
engaged in rulemaking and is required to 
consider or determine whether an action is consistent with the public 
interest, the Commission shall also consider, in addition to the 
protection of investors, whether the action will promote efficiency, 
competition, and capital formation.''.

SEC. 107. PRIVATIZATION OF EDGAR.

    (a) Examination.--The Commission shall examine proposals for the 
privatization of the EDGAR system. Such examination shall promote 
competition in the automation and rapid collection and dissemination of 
information required to be disclosed. Such examination shall include 
proposals that maintain free public access to data filings in the EDGAR 
system.
    (b) Report.--Not later than 180 days after the date of enactment of 
this Act, the Commission shall submit to the Congress a report on the 
examination under subsection (a). Such report shall include such 
recommendations for such legislative action as may be necessary to 
implement the proposal that the Commission determines most effectively 
achieves the objectives described in subsection (a).

SEC. 108. IMPROVING COORDINATION OF SUPERVISION.

    Section 17 of the Securities Exchange Act of 1934 (15 U.S.C. 78q) is 
amended by adding at the end the following new subsection:
    ``(i) Coordination of Examining Authorities.--
            ``(1) Elimination of duplication.--The Commission and the 
        examining authorities, through cooperation and coordination of 
        examination and oversight activities, shall eliminate any 
        unnecessary and burdensome duplication in the examination 
        process.
            ``(2) Coordination of examinations.--The Commission and the 
        examining authorities shall share such information, including 
        reports of examinations, customer complaint information, and 
        other nonpublic regulatory information, as appropriate to foster 
        a coordinated approach to regulatory oversight of brokers and 
        dealers that are subject to examination by more than one 
        examining authority.
            ``(3) Examinations for cause.--At any time, any examining 
        authority may conduct an examination for cause of any broker or 
        dealer subject to its jurisdiction.
            ``(4) Confidentiality.--
                    ``(A) In general.--Section 24 shall apply to the 
                sharing of information in accordance with this 
                subsection. The Commission shall take appropriate action 
                under section

[[Page 110 STAT. 3426]]

                24(c) to ensure that such information is not 
                inappropriately disclosed.
                    ``(B) Appropriate disclosure not prohibited.--
                Nothing in this paragraph authorizes the Commission or 
                any examining authority to withhold information from the 

                Congress, or prevent the Commission or any examining 
                authority 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, or complying with an order of a court of 
                the United States in an action brought by the United 
                States or the Commission.
            ``(5) Definition.--For purposes of this subsection, the term 
        `examining authority' means a self-regulatory organization 
        registered with the Commission under this title (other than a 
        registered clearing agency) with the authority to examine, 
        inspect, and otherwise oversee the activities of a registered 
        broker or dealer.''.

SEC. 109. <<NOTE: 15 USC 77e note.>> INCREASED ACCESS TO FOREIGN 
            BUSINESS INFORMATION.

    Not later than 1 year after the date of enactment of this Act, the 
Commission shall adopt rules under the Securities Act of 1933 concerning 
the status under the registration provisions of the Securities Act of 
1933 of foreign press conferences and foreign press releases by persons 
engaged in the offer and sale of securities.

   TITLE II--INVESTMENT <<NOTE: Investment Company Act Amendments of 
1996.>> COMPANY ACT AMENDMENTS

SEC. 201. <<NOTE: 15 USC 80a-51 note.>> SHORT TITLE.

    This title may be cited as the ``Investment Company Act Amendments 
of 1996''.

SEC. 202. FUNDS OF FUNDS.

    Section 12(d)(1) of the Investment Company Act of 1940 (15 U.S.C. 
80a-12(d)(1)) is amended--
            (1) in subparagraph (E)(iii)--
                    (A) by striking ``in the event such investment 
                company is not a registered investment company,''; and
                    (B) by inserting ``in the event that such investment 
                company is not a registered investment company,'' after 
                ``(bb)'';
            (2) by redesignating subparagraphs (G) and (H) as 
        subparagraphs (H) and (I), respectively;
            (3) by striking ``this paragraph (1)'' each place that term 
        appears and inserting ``this paragraph'';
            (4) by inserting after subparagraph (F) the following new 
        subparagraph:

    ``(G)(i) This paragraph does not apply to securities of a registered 
open-end investment company or a registered unit investment trust 
(hereafter in this subparagraph referred to as the `acquired company') 
purchased or otherwise acquired by a registered open-end investment 
company or a registered unit investment trust (hereafter in this 
subparagraph referred to as the `acquiring company') if--

[[Page 110 STAT. 3427]]

            ``(I) the acquired company and the acquiring company are 
        part of the same group of investment companies;
            ``(II) the securities of the acquired company, securities of 
        other registered open-end investment companies and registered 
        unit investment trusts that are part of the same group of 
        investment companies, Government securities, and short-term 
        paper are the only investments held by the acquiring company;
            ``(III) with respect to--
                    ``(aa) securities of the acquired company, the 
                acquiring company does not pay and is not assessed any 
                charges or fees for distribution-related activities, 
                unless the acquiring company does not charge a sales 
                load or other fees or charges for distribution-related 
                activities; or
                    ``(bb) securities of the acquiring company, any 
                sales loads and other distribution-related fees charged, 
                when aggregated with any sales load and distribution-
                related fees paid by the acquiring company with respect 
                to 
                securities of the acquired fund, are not excessive under 
                rules adopted pursuant to section 22(b) or section 22(c) 
                by a securities association registered under section 15A 
                of the Securities Exchange Act of 1934, or the 
                Commission;
            ``(IV) the acquired company has a policy that prohibits it 
        from acquiring any securities of registered open-end investment 
        companies or registered unit investment trusts in reliance on 
        this subparagraph or subparagraph (F); and
            ``(V) such acquisition is not in contravention of such rules 
        and regulations as the Commission may from time to time 
        prescribe with respect to acquisitions in accordance with this 
        subparagraph, as necessary and appropriate for the protection of 
        investors.

    ``(ii) For purposes of this subparagraph, the term `group of 
investment companies' means any 2 or more registered investment 
companies that hold themselves out to investors as related 
companies for purposes of investment and investor services.''; and
            (5) by adding at the end the following new subparagraph:

    ``(J) The Commission, by rule or regulation, upon its own motion or 
by order upon application, may conditionally or unconditionally exempt 
any person, security, or transaction, or any class or classes of 
persons, securities, or transactions from any provision of this 
subsection, if and to the extent that such exemption is consistent with 
the public interest and the protection of investors.''.

SEC. 203. FLEXIBLE REGISTRATION OF SECURITIES.

    (a) Amendments to Registration Statements.--Section 24(e) of the 
Investment Company Act of 1940 (15 U.S.C. 80a-24(e)) is amended--
            (1) by striking paragraphs (1) and (2);
            (2) by striking ``(3) For'' and inserting ``For''; and
            (3) by striking ``pursuant to this subsection or 
        otherwise''.

    (b) Registration of Indefinite Amount of Securities.--Section 24(f) 
of the Investment Company Act of 1940 (15 U.S.C. 
80a-24(f)) is amended to read as follows:
    ``(f) Registration of Indefinite Amount of Securities.--
            ``(1) Registration of securities.--Upon the effective date 
        of its registration statement, as provided by section 8 of the 
        Securities Act of 1933, a face-amount certificate company, open-

[[Page 110 STAT. 3428]]

        end management company, or unit investment trust, shall be 
        deemed to have registered an indefinite amount of securities.
            ``(2) Payment of registration fees.--Not later than 90 days 
        after the end of the fiscal year of a company or trust referred 
        to in paragraph (1), the company or trust, as applicable, shall 
        pay a registration fee to the Commission, calculated in the 
        manner specified in section 6(b) of the Securities Act of 1933, 
        based on the aggregate sales price for which its securities 
        (including, for purposes of this paragraph, all securities 
        issued pursuant to a dividend reinvestment plan) were sold 
        pursuant to a registration of an indefinite amount of securities 
        under this subsection during the previous fiscal year of the 
        company or trust, reduced by--
                    ``(A) the aggregate redemption or repurchase price 
                of the securities of the company or trust during that 
                year; and
                    ``(B) the aggregate redemption or repurchase price 
                of the securities of the company or trust during any 
                prior fiscal year ending not more than 1 year before the 
                date of enactment of the Investment Company Act 
                Amendments of 1996, that were not used previously by the 
                company or trust to reduce fees payable under this 
                section.
            ``(3) Interest due on late payment.--A company or trust 
        paying the fee required by this subsection or any portion 
        thereof more than 90 days after the end of the fiscal year of 
        the company or trust shall pay to the Commission interest on 
        unpaid amounts, at the average investment rate for Treasury tax 
        and loan accounts published by the Secretary of the 
        Treasury pursuant to section 3717(a) of title 31, United States 
        Code. The payment of interest pursuant to this paragraph shall 
        not preclude the Commission from bringing an action to enforce 
        the requirements of paragraph (2).
            ``(4) Rulemaking authority.--The Commission may adopt rules 
        and regulations to implement this subsection.''.

    (c) Effective <<NOTE: 15 USC 80a-24 note.>> Date.--The amendments 
made by this section shall become effective on the earlier of--
            (1) 1 year after the date of enactment of this Act; or
            (2) the effective date of final rules or regulations issued 
        in accordance with section 24(f) of the Investment Company Act 
        of 1940, as amended by this section.

SEC. 204. FACILITATING USE OF CURRENT INFORMATION IN ADVERTISING.

    Section 24 of the Investment Company Act of 1940 (15 U.S.C. 80a-24) 
is amended by adding at the end the following new subsection:
    ``(g) Additional <<NOTE: Regulations.>> Prospectuses.--In addition 
to any prospectus permitted or required by section 10(a) of the 
Securities Act of 1933, the Commission shall permit, by rules or 
regulations deemed necessary or appropriate in the public interest or 
for the protection of investors, the use of a prospectus for purposes of 
section 5(b)(1) of that Act with respect to securities issued by a 
registered investment company. Such a prospectus, which may include 
information the substance of which is not included in the prospectus 
specified in section 10(a) of the Securities Act of 1933, shall be 
deemed to be permitted by section 10(b) of that Act.''.

[[Page 110 STAT. 3429]]

SEC. 205. VARIABLE INSURANCE CONTRACTS.

    (a) Unit Investment Trust Treatment.--Section 26 of the Investment 
Company Act of 1940 (15 U.S.C. 80a-26) is amended by adding at the end 
the following new subsection:
    ``(e) Exemption.--
            ``(1) In general.--Subsection (a) does not apply to any 
        registered separate account funding variable insurance 
        contracts, or to the sponsoring insurance company and principal 
        underwriter of such account.
            ``(2) Limitation on sales.--It shall be unlawful for any 
        registered separate account funding variable insurance 
        contracts, or for the sponsoring insurance company of such 
        account, to sell any such contract--
                    ``(A) unless the fees and charges deducted under the 
                contract, in the aggregate, are reasonable in relation 
                to the services rendered, the expenses expected to be 
                incurred, and the risks assumed by the insurance 
                company, and, beginning on the earlier of August 1, 
                1997, or the earliest effective date of any registration 
                statement or amendment thereto for such contract 
                following the date of enactment of this subsection, the 
                insurance company so represents in the registration 
                statement for the contract; and
                    ``(B) unless the insurance company--
                          ``(i) complies with all other applicable 
                      provisions of this section, as if it were a 
                      trustee or custodian of the registered separate 
                      account;
                          ``(ii) files with the insurance regulatory 
                      authority of the State which is the domiciliary 
                      State of the 
                      insurance company, an annual statement of its 
                      financial condition, which most recent statement 
                      indicates that the insurance company has a 
                      combined capital and surplus, if a stock company, 
                      or an unassigned surplus, if a mutual company, of 
                      not less than $1,000,000, or such other amount as 
                      the Commission may from time to time prescribe by 
                      rule, as necessary or appropriate in the public 
                      interest or for the protection of investors; and
                          ``(iii) together with its registered separate 
                      accounts, is supervised and examined periodically 
                      by the 
                      insurance authority of such State.
            ``(3) Fees and charges.--For purposes of paragraph (2), the 
        fees and charges deducted under the contract shall include all 
        fees and charges imposed for any purpose and in any 
        manner.
            ``(4) Regulatory authority.--The Commission may issue such 
        rules and regulations to carry out paragraph (2)(A) as it 
        determines are necessary or appropriate in the public interest 
        or for the protection of investors.''.

    (b) Periodic Payment Plan Treatment.--Section 27 of the Investment 
Company Act of 1940 (15 U.S.C. 80a-27) is amended by adding at the end 
the following new subsection:
    ``(i)(1) This section does not apply to any registered separate 
account funding variable insurance contracts, or to the sponsoring 
insurance company and principal underwriter of such account, except as 
provided in paragraph (2).
    ``(2) It shall be unlawful for any registered separate account 
funding variable insurance contracts, or for the sponsoring

[[Page 110 STAT. 3430]]

insurance company of such account, to sell any such contract unless--
            ``(A) such contract is a redeemable security; and
            ``(B) the insurance company complies with section 26(e) and 
        any rules or regulations issued by the Commission under section 
        26(e).''.

SEC. 206. REPORTS TO THE COMMISSION AND SHAREHOLDERS.

    Section 30 of the Investment Company Act of 1940 (15 U.S.C. 80a-29) 
is amended--
            (1) in subsection (b), by striking paragraph (1) and 
        inserting the following:
            ``(1) such information, documents, and reports (other than 
        financial statements), as the Commission may require to keep 
        reasonably current the information and documents contained in 
        the registration statement of such company filed under this 
        title;'';
            (2) by redesignating subsections (c), (d), (e), and (f) as 
        subsections (d), (e), (g), and (h), respectively;
            (3) by inserting after subsection (b) the following new 
        subsection:

    ``(c)(1) The Commission shall take such action as it deems necessary 
or appropriate, consistent with the public interest and the protection 
of investors, to avoid unnecessary reporting by, and minimize the 
compliance burdens on, registered investment 
companies and their affiliated persons in exercising its authority--
            ``(A) under subsection (f); and
            ``(B) under subsection (b)(1), if the Commission requires 
        the filing of information, documents, and reports under that 
        subsection on a basis more frequently than semiannually.

    ``(2) Action taken by the Commission under paragraph (1) shall 
include considering, and requesting public comment on--
            ``(A) feasible alternatives that minimize the reporting 
        burdens on registered investment companies; and
            ``(B) the utility of such information, documents, and 
        reports to the Commission in relation to the costs to registered 
        investment companies and their affiliated persons of providing 
        such information, documents, and reports.'';
            (4) by inserting after subsection (e) (as redesignated by 
        paragraph (2) of this section), the following new subsection:

    ``(f) The Commission may, by rule, require that semiannual reports 
containing the information set forth in subsection (e) include such 
other information as the Commission deems necessary or appropriate in 
the public interest or for the protection of investors.''; and
            (5) in subsection (g) (as redesignated by paragraph (2) of 
        this section), by striking ``subsections (a) and (d)'' and 
        inserting ``subsections (a) and (e)''.

SEC. 207. BOOKS, RECORDS, AND INSPECTIONS.

    Section 31 of the Investment Company Act of 1940 (15 U.S.C. 80a-30) 
is amended--
            (1) by striking subsections (a) and (b) and inserting the 
        following:

    ``(a) Maintenance of Records.--
            ``(1) In general.--Each registered investment company, and 
        each underwriter, broker, dealer, or investment adviser that is 
        a majority-owned subsidiary of such a company, shall

[[Page 110 STAT. 3431]]

        maintain and preserve such records (as defined in section 
        3(a)(37) of the Securities Exchange Act of 1934) for such period 
        or periods as the Commission, by rules and regulations, may 
        prescribe as necessary or appropriate in the public interest or 
        for the protection of investors. <<NOTE: Regulations.>> Each 
        investment adviser that is not a majority-owned subsidiary of, 
        and each depositor of any registered investment company, and 
        each principal underwriter for any registered investment company 
        other than a closed-end company, shall maintain and preserve for 
        such period or periods as the Commission shall prescribe by 
        rules and regulations, such records as are necessary or 
        appropriate to record such person's transactions with such 
        registered 
        company.
            ``(2) Minimizing compliance burden.--In exercising its 
        authority under this subsection, the Commission shall take such 
        steps as it deems necessary or appropriate, consistent with the 
        public interest and for the protection of investors, to avoid 
        unnecessary recordkeeping by, and minimize the compliance burden 
        on, persons required to maintain records under this subsection 
        (hereafter in this section referred to as `subject persons'). 
        Such steps shall include considering, and requesting public 
        comment on--
                    ``(A) feasible alternatives that minimize the 
                recordkeeping burdens on subject persons;
                    ``(B) the necessity of such records in view of the 
                public benefits derived from the independent scrutiny of 
                such records through Commission examination;
                    ``(C) the costs associated with maintaining the 
                information that would be required to be reflected in 
                such records; and
                    ``(D) the effects that a proposed recordkeeping 
                requirement would have on internal compliance policies 
                and 
                procedures.

    ``(b) Examinations of Records.--
            ``(1) In general.--All records required to be maintained and 
        preserved in accordance with subsection (a) shall be subject at 
        any time and from time to time to such reasonable periodic, 
        special, and other examinations by the Commission, or any member 
        or representative thereof, as the Commission may 
        prescribe.
            ``(2) Availability.--For purposes of examinations referred 
        to in paragraph (1), any subject person shall make available to 
        the Commission or its representatives any copies or extracts 
        from such records as may be prepared without undue effort, 
        expense, or delay as the Commission or its representatives may 
        reasonably request.
            ``(3) Commission action.--The Commission shall exercise its 
        authority under this subsection with due regard for the benefits 
        of internal compliance policies and procedures and the effective 
        implementation and operation thereof.'';
            (2) by redesignating subsections (c) and (d) as subsections 
        (e) and (f), respectively;
            (3) by inserting after subsection (b) the following new 
        subsections:

    ``(c) Limitations on Disclosure by Commission.--Notwithstanding any 
other provision of law, the Commission shall not be compelled to 
disclose any internal compliance or audit records,

[[Page 110 STAT. 3432]]

or information contained therein, provided to the Commission under this 
section. Nothing in this subsection shall authorize the Commission to 
withhold information from the 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 the jurisdiction of that department or agency, or complying 
with an order of a court of the United States in an action brought by 
the United States or the Commission. For purposes of section 552 of 
title 5, United States Code, this section shall be considered a statute 
described in subsection (b)(3)(B) of such section 552.
    ``(d) Definitions.--For purposes of this section--
            ``(1) the term `internal compliance policies and procedures' 
        means policies and procedures designed by subject persons to 
        promote compliance with the Federal securities laws; and
            ``(2) the term `internal compliance and audit record' means 
        any record prepared by a subject person in accordance with 
        internal compliance policies and procedures.'';
            (4) in subsection (e), as redesignated, by inserting 
        ``Regulatory Authority.--'' before ``The Commission''; and
            (5) in subsection (f), as redesignated, by inserting 
        ``Exemption Authority.--'' before ``The Commission''.

SEC. 208. PROHIBITION ON DECEPTIVE INVESTMENT COMPANY NAMES.

    Section 35(d) of the Investment Company Act of 1940 (15 U.S.C. 80a-
34(d)) is amended to read as follows:
    ``(d) Deceptive or Misleading Names.--It shall be unlawful for any 
registered investment company to adopt as a part of the name or title of 
such company, or of any securities of which it is the issuer, any word 
or words that the Commission finds are materially deceptive or 
misleading. The Commission is authorized, by rule, regulation, or order, 
to define such names or titles as are materially deceptive or 
misleading.''.

SEC. 209. AMENDMENTS TO DEFINITIONS.

    (a) Excepted Investment Companies.--Section 3(c) of the Investment 
Company Act of 1940 (15 U.S.C. 80a-3(c)) is amended--
            (1) in paragraph (1), by inserting after the first sentence 
        the following: ``Such issuer shall be deemed to be an investment 
        company for purposes of the limitations set forth in 
        subparagraphs (A)(i) and (B)(i) of section 12(d)(1) governing 
        the purchase or other acquisition by such issuer of any security 
        issued by any registered investment company and the sale of any 
        security issued by any registered open-end investment company to 
        any such issuer.'';
            (2) in subparagraph (A) of paragraph (1)--
                    (A) by inserting after ``issuer,'' the first place 
                that term appears, the following: ``and is or, but for 
                the exception provided for in this paragraph or 
                paragraph (7), would be an investment company,''; and
                    (B) by striking ``unless, as of'' and all that 
                follows through the end of the subparagraph and 
                inserting a period;
            (3) in paragraph (2)--
                    (A) by striking ``and acting as broker,'' and 
                inserting ``acting as broker, and acting as market 
                intermediary,'';
                    (B) by inserting ``(A)'' after ``(2)''; and

[[Page 110 STAT. 3433]]

                    (C) by adding at the end the following new 
                subparagraph:
            ``(B) For purposes of this paragraph--
                    ``(i) the term `market intermediary' means any 
                person that regularly holds itself out as being willing 
                contemporaneously to engage in, and that is regularly 
                engaged in, the business of entering into transactions 
                on both sides of the market for a financial contract or 
                one or more such financial contracts; and
                    ``(ii) the term `financial contract' means any 
                arrangement that--
                          ``(I) takes the form of an individually 
                      negotiated contract, agreement, or option to buy, 
                      sell, lend, swap, or repurchase, or other similar 
                      individually negotiated transaction commonly 
                      entered into by participants in the financial 
                      markets;
                          ``(II) is in respect of securities, 
                      commodities, currencies, interest or other rates, 
                      other measures of value, or any other financial or 
                      economic interest 
                      similar in purpose or function to any of the 
                      foregoing; and
                          ``(III) is entered into in response to a 
                      request from a counter party for a quotation, or 
                      is otherwise entered into and structured to 
                      accommodate the objectives of the counter party to 
                      such arrangement.''; and
            (4) by striking paragraph (7) and inserting the following:
            ``(7)(A) Any issuer, the outstanding securities of which are 
        owned exclusively by persons who, at the time of acquisition of 
        such securities, are qualified purchasers, and which is not 
        making and does not at that time propose to make a public 
        offering of such securities. Securities that are owned by 
        persons who received the securities from a qualified purchaser 
        as a gift or bequest, or in a case in which the transfer was 
        caused by legal separation, divorce, death, or other involuntary 
        event, shall be deemed to be owned by a qualified purchaser, 
        subject to such rules, regulations, and orders as the Commission 
        may prescribe as necessary or appropriate in the public interest 
        or for the protection of investors.
            ``(B) Notwithstanding subparagraph (A), an issuer is within 
        the exception provided by this paragraph if--
                    ``(i) in addition to qualified purchasers, 
                outstanding securities of that issuer are beneficially 
                owned by not more than 100 persons who are not qualified 
                purchasers, if--
                          ``(I) such persons acquired any portion of the 
                      securities of such issuer on or before September 
                      1, 1996; and
                          ``(II) at the time at which such persons 
                      initially acquired the securities of such issuer, 
                      the issuer was excepted by paragraph (1); and
                    ``(ii) prior to availing itself of the exception 
                provided by this paragraph--
                          ``(I) such issuer has disclosed to each 
                      beneficial owner, as determined under paragraph 
                      (1), that future investors will be limited to 
                      qualified purchasers, and that ownership in such 
                      issuer is no longer limited to not more than 100 
                      persons; and

[[Page 110 STAT. 3434]]

                          ``(II) concurrently with or after such 
                      disclosure, such issuer has provided each 
                      beneficial owner, as determined under paragraph 
                      (1), with a reasonable opportunity to redeem any 
                      part or all of their interests in the issuer, 
                      notwithstanding any agreement to the contrary 
                      between the issuer and such persons, for that 
                      person's proportionate share of the issuer's net 
                      assets.
            ``(C) Each person that elects to redeem under subparagraph 
        (B)(ii)(II) shall receive an amount in cash equal to that 
        person's proportionate share of the issuer's net assets, unless 
        the issuer elects to provide such person with the option of 
        receiving, and such person agrees to receive, all or a portion 
        of such person's share in assets of the issuer. If the issuer 
        elects to provide such persons with such an opportunity, 
        disclosure concerning such opportunity shall be made in the 
        disclosure required by subparagraph (B)(ii)(I).
            ``(D) An issuer that is excepted under this paragraph shall 
        nonetheless be deemed to be an investment company for purposes 
        of the limitations set forth in subparagraphs (A)(i) and (B)(i) 
        of section 12(d)(1) relating to the purchase or other 
        acquisition by such issuer of any security issued by any 
        registered investment company and the sale of any security 
        issued by any registered open-end investment company to any such 
        issuer.
            ``(E) For purposes of determining compliance with this 
        paragraph and paragraph (1), an issuer that is otherwise 
        excepted under this paragraph and an issuer that is otherwise 
        excepted under paragraph (1) shall not be treated by the 
        Commission as being a single issuer for purposes of determining 
        whether the outstanding securities of the issuer excepted under 
        paragraph (1) are beneficially owned by not more than 100 
        persons or whether the outstanding securities of the issuer 
        excepted under this paragraph are owned by persons that are not 
        qualified purchasers. Nothing in this subparagraph shall be 
        construed to establish that a person is a bona fide qualified 
        purchaser for purposes of this paragraph or a bona fide 
        beneficial owner for purposes of paragraph (1).''.

    (b) Qualified Purchaser.--Section 2(a) of the Investment Company Act 
of 1940 (15 U.S.C. 80a-2(a)) is amended by adding at the end the 
following new paragraph:
            ``(51)(A) `Qualified purchaser' means--
                    ``(i) any natural person (including any person who 
                holds a joint, community property, or other similar 
                shared ownership interest in an issuer that is excepted 
                under section 3(c)(7) with that person's qualified 
                purchaser spouse) who owns not less than $5,000,000 in 
                investments, as defined by the Commission;
                    ``(ii) any company that owns not less than 
                $5,000,000 in investments and that is owned directly or 
                indirectly by or for 2 or more natural persons who are 
                related as siblings or spouse (including former 
                spouses), or direct lineal descendants by birth or 
                adoption, spouses of such persons, the estates of such 
                persons, or foundations, charitable organizations, or 
                trusts established by or for the benefit of such 
                persons;
                    ``(iii) any trust that is not covered by clause (ii) 
                and that was not formed for the specific purpose of 
                acquiring

[[Page 110 STAT. 3435]]

                the securities offered, as to which the trustee or other 
                person authorized to make decisions with respect to the 
                trust, and each settlor or other person who has 
                contributed assets to the trust, is a person described 
                in clause (i), (ii), or (iv); or
                    ``(iv) any person, acting for its own account or the 
                accounts of other qualified purchasers, who in the 
                aggregate owns and invests on a discretionary basis, not 
                less than $25,000,000 in investments.
            ``(B) The Commission may adopt such rules and regulations 
        applicable to the persons and trusts specified in clauses (i) 
        through (iv) of subparagraph (A) as it determines are necessary 
        or appropriate in the public interest or for the protection of 
        investors.
            ``(C) The term `qualified purchaser' does not include a 
        company that, but for the exceptions provided for in paragraph 
        (1) or (7) of section 3(c), would be an investment company 
        (hereafter in this paragraph referred to as an `excepted 
        investment company'), unless all beneficial owners of its 
        outstanding securities (other than short-term paper), determined 
        in accordance with section 3(c)(1)(A), that acquired such 
        securities on or before April 30, 1996 (hereafter in this 
        paragraph referred to as `pre-amendment beneficial owners'), and 
        all pre-amendment beneficial owners of the outstanding 
        securities (other than short-term paper) of any excepted 
        investment company that, directly or indirectly, owns any 
        outstanding securities of such excepted investment company, have 
        consented to its treatment as a qualified purchaser. Unanimous 
        consent of all trustees, directors, or general partners of a 
        company or trust referred to in clause (ii) or (iii) of 
        subparagraph (A) shall constitute consent for purposes of this 
        subparagraph.''.

    (c) Conforming Amendments.--Section 3(a) of the Investment Company 
Act of 1940 (15 U.S.C. 80a-3(a)) is amended--
            (1) by striking ``(1)'' and inserting ``(A)'';
            (2) by striking ``(2)'' and inserting ``(B)'';
            (3) by striking ``(3)'' and inserting ``(C)'';
            (4) by inserting ``(1)'' after ``(a)'';
            (5) by striking ``As used'' and inserting ``(2) As used''; 
        and
            (6) in paragraph (2)(C), as designated by paragraph (5) of 
        this subsection--
                    (A) by striking ``which are'' and inserting the 
                following: ``which (i) are''; and
                    (B) by inserting before the period at the end, the 
                following: ``, and (ii) are not relying on the exception 
                from the definition of investment company in paragraph 
                (1) or (7) of subsection (c)''.

    (d) Rulemaking Required.--
            (1) Implementation <<NOTE: 15 USC 80a-3 note.>> of section 
        3(c)(1)(b).--Not later than 1 year after the date of enactment 
        of this Act, the Commission shall prescribe rules to implement 
        the requirements of section 3(c)(1)(B) of the Investment Company 
        Act of 1940 (15 U.S.C. 80a-3(c)(1)(B)), as amended by this 
        section.
            (2) Identification <<NOTE: 15 USC 80a-2 note.>> of 
        investments.--Not later than 180 days after the date of 
        enactment of this Act, the Commission shall prescribe rules 
        defining the term, or otherwise identifying, ``investments'' for 
        purposes of section 2(a)(51) of the Investment Company Act of 
        1940, as added by this Act.

[[Page 110 STAT. 3436]]

            (3) Employee <<NOTE: 15 USC 80a-3 note.>> exception.--Not 
        later than 1 year after the date of enactment of this Act, the 
        Commission shall prescribe rules pursuant to its authority under 
        section 6 of the Investment Company Act of 1940 to permit the 
        ownership of securities by knowledgeable employees of the issuer 
        of the securities or an affiliated person without loss of the 
        exception of the issuer under paragraph (1) or (7) of section 
        3(c) of that Act from treatment as an investment company under 
        that Act.
            (4) Beneficial <<NOTE: 15 USC 80a-3 note.>> ownership.--Not 
        later than 180 days after the date of enactment of this Act, the 
        Commission shall prescribe rules defining the term ``beneficial 
        owner'' for purposes of section 3(c)(7)(B) of the Investment 
        Company Act of 1940, as amended by this Act.

    (e) Effective <<NOTE: 15 USC 80a-2 note.>> Date.--The amendments 
made by this section shall take effect on the earlier of--
            (1) 180 days after the date of enactment of this Act; or
            (2) the date on which the rulemaking required under 
        subsection (d)(2) is completed.

SEC. 210. PERFORMANCE FEES EXEMPTIONS.

    Section 205 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-5) 
is amended--
            (1) in subsection (b)--
                    (A) in paragraph (2), by striking ``or'' at the end;
                    (B) in paragraph (3), by striking the period at the 
                end and inserting a semicolon; and
                    (C) by adding at the end the following new 
                paragraphs:
            ``(4) apply to an investment advisory contract with a 
        company excepted from the definition of an investment company 
        under section 3(c)(7) of title I of this Act; or
            ``(5) apply to an investment advisory contract with a person 
        who is not a resident of the United States.''; and
            (2) by adding at the end the following new subsection:

    ``(e) The Commission, by rule or regulation, upon its own motion, or 
by order upon application, may conditionally or unconditionally exempt 
any person or transaction, or any class or classes of persons or 
transactions, from subsection (a)(1), if and to the extent that the 
exemption relates to an investment advisory contract with any person 
that the Commission determines does not need the protections of 
subsection (a)(1), on the basis of such factors as financial 
sophistication, net worth, knowledge of and experience in financial 
matters, amount of assets under management, 
relationship with a registered investment adviser, and such other 
factors as the Commission determines are consistent with this 
section.''.

 TITLE <<NOTE: Investment Advisers Supervision Coordination Act.>> III--
INVESTMENT ADVISERS SUPERVISION COORDINATION ACT

SEC. 301. <<NOTE: 15 USC 80b-20 note.>> SHORT TITLE.

    This title may be cited as the ``Investment Advisers Supervision 
Coordination Act''.

[[Page 110 STAT. 3437]]

SEC. 302. <<NOTE: Appropriation authorization.>> FUNDING FOR ENHANCED 
            ENFORCEMENT PRIORITY.

    There are authorized to be appropriated to the Commission, for the 
enforcement of the Investment Advisers Act of 1940, not more than 
$20,000,000 in each of fiscal years 1997 and 1998, in addition to any 
funds authorized to be appropriated to the Commission for this or other 
purposes.

SEC. 303. IMPROVED SUPERVISION THROUGH STATE AND FEDERAL COOPERATION.

    (a) State and Federal Responsibilities.--The Investment Advisers Act 
of 1940 (15 U.S.C. 80b-1 et seq.) is amended by inserting after section 
203 the following new section:

``SEC. 203A. <<NOTE: 15 USC 80b-3a.>> STATE AND FEDERAL 
            RESPONSIBILITIES.

    ``(a) Advisers Subject to State Authorities.--
            ``(1) In general.--No investment adviser that is regulated 
        or required to be regulated as an investment adviser in the 
        State in which it maintains its principal office and place of 
        business shall register under section 203, unless the investment 
        adviser--
                    ``(A) has assets under management of not less than 
                $25,000,000, or such higher amount as the Commission 
                may, by rule, deem appropriate in accordance with the 
                purposes of this title; or
                    ``(B) is an adviser to an investment company 
                registered under title I of this Act.
            ``(2) Definition.--For purposes of this subsection, the term 
        `assets under management' means the securities portfolios with 
        respect to which an investment adviser provides continuous and 
        regular supervisory or management services.

    ``(b) Advisers Subject to Commission Authority.--
            ``(1) In general.--No law of any State or political 
        subdivision thereof requiring the registration, licensing, or 
        qualification as an investment adviser or supervised person of 
        an investment adviser shall apply to any person--
                    ``(A) that is registered under section 203 as an 
                investment adviser, or that is a supervised person of 
                such person, except that a State may license, register, 
                or otherwise qualify any investment adviser 
                representative who has a place of business located 
                within that State; or
                    ``(B) that is not registered under section 203 
                because that person is excepted from the definition of 
                an investment adviser under section 202(a)(11).
            ``(2) Limitation.--Nothing in this subsection shall prohibit 
        the securities commission (or any agency or office performing 
        like functions) of any State from investigating and bringing 
        enforcement actions with respect to fraud or deceit against an 
        investment adviser or person associated with an investment 
        adviser.

    ``(c) Exemptions.--Notwithstanding subsection (a), the Commission, 
by rule or regulation upon its own motion, or by order upon application, 
may permit the registration with the Commission of any person or class 
of persons to which the application of subsection (a) would be unfair, a 
burden on interstate commerce, or otherwise inconsistent with the 
purposes of this section.
    ``(d) Filing Depositories.--The Commission may, by rule, require an 
investment adviser--

[[Page 110 STAT. 3438]]

            ``(1) to file with the Commission any fee, application, 
        report, or notice required by this title or by the rules issued 
        under this title through any entity designated by the Commission 
        for that purpose; and
            ``(2) to pay the reasonable costs associated with such 
        filing.

    ``(e) State Assistance.--Upon request of the securities commissioner 
(or any agency or officer performing like functions) of any State, the 
Commission may provide such training, technical 
assistance, or other reasonable assistance in connection with the 
regulation of investment advisers by the State.''.
    (b) Advisers Not Eligible To Register.--Section 203 of the 
Investment Advisers Act of 1940 (15 U.S.C. 80b-3) is amended--
            (1) in subsection (c), in the matter immediately following 
        paragraph (2), by inserting ``and that the applicant is not 
        prohibited from registering as an investment adviser under 
        section 203A'' after ``satisfied''; and
            (2) in subsection (h), in the second sentence--
                    (A) by striking ``existence or'' and inserting 
                ``existence,''; and
                    (B) by inserting ``or is prohibited from registering 
                as an investment adviser under section 203A,'' after 
                ``adviser,''.

    (c) Definition of ``Supervised Person''.--Section 202(a) of the 
Investment Advisers Act of 1940 (15 U.S.C. 80b-2(a)) is 
amended--
            (1) by striking ``requires--'' and inserting ``requires, the 
        following definitions shall apply:''; and
            (2) by adding at the end the following new paragraph:
            ``(25) `Supervised person' means any partner, officer, 
        director (or other person occupying a similar status or 
        performing similar functions), or employee of an investment 
        adviser, or other person who provides investment advice on 
        behalf of the investment adviser and is subject to the 
        supervision and control of the investment adviser.''.

    (d) Conforming Amendment.--Section 203(a) of the Investment Advisers 
Act of 1940 (15 U.S.C. 80b-3(a)) is amended by striking ``subsection (b) 
of this section'' and inserting ``subsection (b) and section 203A''.

SEC. 304. INTERSTATE COOPERATION.

    Section 222 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-
18a) is amended to read as follows:

``SEC. 222. STATE REGULATION OF INVESTMENT ADVISERS.

    ``(a) Jurisdiction of State Regulators.--Nothing in this title shall 
affect the jurisdiction of the securities commissioner (or any agency or 
officer performing like functions) of any State over any security or any 
person insofar as it does not conflict with the provisions of this title 
or the rules and regulations thereunder.
    ``(b) Dual Compliance Purposes.--No State may enforce any law or 
regulation that would require an investment adviser to maintain any 
books or records in addition to those required under the laws of the 
State in which it maintains its principal place of business, if the 
investment adviser--
            ``(1) is registered or licensed as such in the State in 
        which it maintains its principal place of business; and
            ``(2) is in compliance with the applicable books and records 
        requirements of the State in which it maintains its principle 
        place of business.

[[Page 110 STAT. 3439]]

    ``(c) Limitation on Capital and Bond Requirements.--No State may 
enforce any law or regulation that would require an investment adviser 
to maintain a higher minimum net capital or to post any bond in addition 
to any that is required under the laws of the State in which it 
maintains its principal place of business, if the investment adviser--
            ``(1) is registered or licensed as such in the State in 
        which it maintains its principal place of business; and
            ``(2) is in compliance with the applicable net capital or 
        bonding requirements of the State in which it maintains its 
        principal place of business.

    ``(d) National De Minimis Standard.--No law of any State or 
political subdivision thereof requiring the registration, licensing, or 
qualification as an investment adviser shall require an investment 
adviser to register with the securities commissioner of the State (or 
any agency or officer performing like functions) or to comply with such 
law (other than any provision thereof prohibiting fraudulent conduct) if 
the investment adviser--
            ``(1) does not have a place of business located within the 
        State; and
            ``(2) during the preceding 12-month period, has had fewer 
        than 6 clients who are residents of that State.''.

SEC. 305. DISQUALIFICATION OF CONVICTED FELONS.

    (a) Amendment.--Section 203(e) of the Investment Advisers Act of 
1940 (15 U.S.C. 80b-3(e)) is amended--
            (1) by redesignating paragraphs (3) through (7) as 
        paragraphs (4) through (8), respectively; and
            (2) by inserting after paragraph (2) the following new 
        paragraph:
            ``(3) has been convicted during the 10-year period preceding 
        the date of filing of any application for registration, or at 
        any time thereafter, of--
                    ``(A) any crime that is punishable by imprisonment 
                for 1 or more years, and that is not described in 
                paragraph (2); or
                    ``(B) a substantially equivalent crime by a foreign 
                court of competent jurisdiction.''.

    (b) Conforming Amendments.--Section 203 of the Investment Advisers 
Act of 1940 (15 U.S.C. 80b-3) is amended--
            (1) in subsection (e)(6) (as redesignated by subsection (a) 
        of this section), by striking ``this paragraph (5)'' and 
        inserting ``this paragraph'';
            (2) in subsection (f)--
                    (A) by striking ``paragraph (1), (4), (5), or (7) of 
                subsection (e) of this section'' and inserting 
                ``paragraph (1), (5), (6), or (8) of subsection (e)'';
                    (B) by striking ``paragraph (3)'' and inserting 
                ``paragraph (4)''; and
                    (C) by striking ``said subsection'' each place that 
                term appears and inserting ``subsection''; and
            (3) in subsection (i)(1)(D), by striking ``section 203(e)(5) 
        of this title'' and inserting ``subsection (e)(6)''.

SEC. 306. <<NOTE: 15 USC 80b-10 note.>> INVESTOR ACCESS TO INFORMATION.

    The Commission shall--
            (1) provide for the establishment and maintenance of a 
        readily accessible telephonic or other electronic process to

[[Page 110 STAT. 3440]]

        receive inquiries regarding disciplinary actions and proceedings 
        involving investment advisers and persons associated with 
        investment advisers; and
            (2) provide for prompt response to any inquiry described in 
        paragraph (1).

SEC. 307. <<NOTE: 15 USC 80b-3a note.>> CONTINUED STATE AUTHORITY.

    (a) Preservation of Filing Requirements.--Nothing in this title or 
any amendment made by this title prohibits the securities commission (or 
any agency or office performing like functions) of any State from 
requiring the filing of any documents filed with the Commission pursuant 
to the securities laws solely for notice purposes, together with a 
consent to service of process and any required fee.
    (b) Preservation of Fees.--Until otherwise provided by law, rule, 
regulation, or order, or other administrative action of any State, or 
any political subdivision thereof, adopted after the date of enactment 
of this Act, filing, registration, or licensing fees shall, 
notwithstanding the amendments made by this title, continue to be paid 
in amounts determined pursuant to the law, rule, regulation, or order, 
or other administrative action as in effect on the day before such date 
of enactment.
    (c) Availability of Preemption Contingent on Payment of Fees.--
            (1) In general.--During the period beginning on the date of 
        enactment of this Act and ending 3 years after that 
        date of enactment, the securities commission (or any agency or 
        office performing like functions) of any State may require 
        registration of any investment adviser that fails or refuses to 
        pay the fees required by subsection (b) in or to such State, 
        notwithstanding the limitations on the laws, rules, regulations, 
        or orders, or other administrative actions of any State, or any 
        political subdivision thereof, contained in subsection (a), if 
        the laws of such State require registration of investment 
        advisers.
            (2) Delays.--For purposes of this subsection, delays in 
        payment of fees or underpayments of fees that are promptly 
        remedied in accordance with the applicable laws, rules, 
        regulations, or orders, or other administrative actions of the 
        relevant State shall not constitute a failure or refusal to pay 
        fees.

SEC. 308. <<NOTE: 15 USC 80b-2 note.>> EFFECTIVE DATE.

    (a) In General.--This title and the amendments made by this title 
shall take effect 180 days after the date of enactment of this Act.
    (b) Conforming Amendment.--
            (1) In general.--Section 3(38)(B) of the Employee Retirement 
        Income Security Act of 1974 (29 U.S.C. 1002(38)(B)) is amended 
        by inserting ``or under the laws of any State'' after ``1940''.
            (2) Sunset.--The <<NOTE: 29 USC 1002 note.>> amendment made 
        by paragraph (1) shall cease to be effective 2 years after the 
        date of enactment of this Act.

[[Page 110 STAT. 3441]]

 TITLE <<NOTE: Securities and Exchange Commission Authorization Act of 
1996.>> IV--SECURITIES AND EXCHANGE COMMISSION AUTHORIZATION

<<NOTE: 15 USC 78a note.>> SEC. 401. <<NOTE: 15 USC 78a note.>> SHORT 
            TITLE.

    This title may be cited as the ``Securities and Exchange Commission 
Authorization Act of 1996''.

<<NOTE: 15 USC 78a note.>> SEC. 402. PURPOSES.

    The purposes of this title are--
            (1) to authorize appropriations for the Commission for 
        fiscal year 1997; and
            (2) to reduce over time the rates of fees charged under the 
        Federal securities laws.

SEC. 403. AUTHORIZATION OF APPROPRIATIONS.

    Section <<NOTE: 15 USC 78kk.>> 35 of the Securities Exchange Act of 
1934 is amended to read as follows:

``SEC. 35. AUTHORIZATION OF APPROPRIATIONS.

    ``There are authorized to be appropriated to carry out the 
functions, powers, and duties of the Commission $300,000,000 for fiscal 
year 1997, in addition to any other funds authorized to be appropriated 
to the Commission.''.

SEC. 404. REGISTRATION FEES.

    Section 6(b) of the Securities Act of 1933 (15 U.S.C. 77f(b)) is 
amended to read as follows:
    ``(b) Registration Fee.--
            ``(1) Recovery of cost of services.--The Commission shall, 
        in accordance with this subsection, collect registration fees 
        that are designed to recover the costs to the government of the 
        securities registration process, and costs related to such 
        process, including enforcement activities, policy and rulemaking 
        activities, administration, legal services, and international 
        regulatory activities.
            ``(2) Fee payment required.--At the time of filing a 
        registration statement, the applicant shall pay to the 
        Commission a fee that shall be equal to the sum of the amounts 
        (if any) determined under the rates established by paragraphs 
        (3) and (4). The Commission shall publish in the Federal 
        Register notices of the fee rates applicable under this section 
        for each fiscal year.
            ``(3) General revenue fees.--The rate determined under this 
        paragraph is a rate equal to $200 per $1,000,000 of the maximum 
        aggregate price at which such securities are proposed to be 
        offered, except that during fiscal year 2007 and any succeeding 
        fiscal year such rate is equal to $67 per $1,000,000 of the 
        maximum aggregate price at which such securities are proposed to 
        be offered. Fees collected during any fiscal year pursuant to 
        this paragraph shall be deposited and credited as general 
        revenues of the Treasury.
            ``(4) Offsetting collection fees.--
                    ``(A) In general.--Except as provided in sub-
                paragraphs (B) and (C), the rate determined under this 
                paragraph is a rate equal to the following amount per 
                $1,000,000 of the maximum aggregate price at which such 
                securities are proposed to be offered:

[[Page 110 STAT. 3442]]

                          ``(i) $95 during fiscal year 1998;
                          ``(ii) $78 during fiscal year 1999;
                          ``(iii) $64 during fiscal year 2000;
                          ``(iv) $50 during fiscal year 2001;
                          ``(v) $39 during fiscal year 2002;
                          ``(vi) $28 during fiscal year 2003;
                          ``(vii) $9 during fiscal year 2004;
                          ``(viii) $5 during fiscal year 2005; and
                          ``(ix) $0 during fiscal year 2006 or any 
                      succeeding fiscal year.
                    ``(B) Limitation; deposit.--Except as provided in 
                subparagraph (C), no amounts shall be collected pursuant 
                to this paragraph (4) for any fiscal year except to the 
                extent provided in advance in appropriations Acts. Fees 
                collected during any fiscal year pursuant to this 
                paragraph shall be deposited and credited as offsetting 
                collections in accordance with appropriations Acts.
                    ``(C) Lapse of appropriations.--If on the first day 
                of a fiscal year a regular appropriation to the 
                Commission has not been enacted, the Commission shall 
                continue to collect fees (as offsetting collections) 
                under this paragraph at the rate in effect during the 
                preceding fiscal year, until such a regular 
                appropriation is enacted.
            ``(5) Pro rata application of rates.--The rates required by 
        this subsection shall be applied pro rata to amounts and 
        balances equal to less than $1,000,000.''.

SEC. 405. TRANSACTION FEES.

    (a) Amendment.--Section 31 of the Securities Exchange Act of 1934 
(15 U.S.C. 78ee) is amended to read as follows:

``SEC. 31. TRANSACTION FEES.

    ``(a) Recovery of Cost of Services.--The Commission shall, in 
accordance with this subsection, collect transaction fees that are 
designed to recover the costs to the Government of the 
supervision and regulation of securities markets and securities 
professionals, and costs related to such supervision and regulation, 
including enforcement activities, policy and rulemaking activities, 
administration, legal services, and international regulatory activities.
    ``(b) Exchange-Traded Securities.--Every national securities 
exchange shall pay to the Commission a fee at a rate equal to \1/300\ of 
one percent of the aggregate dollar amount of sales of securities (other 
than bonds, debentures, and other evidences of indebtedness) transacted 
on such national securities exchange, except that for fiscal year 2007 
or any succeeding fiscal year such rate shall be equal to \1/800\ of one 
percent of such aggregate dollar amount of sales. Fees collected 
pursuant to this subsection shall be deposited and collected as general 
revenue of the Treasury.
    ``(c) Off-Exchange Trades of Exchange Registered 
Securities.--Each national securities association shall pay to the 
Commission a fee at a rate equal to \1/300\ of one percent of the 
aggregate dollar amount of sales transacted by or through any member of 
such association otherwise than on a national securities exchange of 
securities registered on such an exchange (other than bonds, debentures, 
and other evidences of indebtedness), except that for fiscal year 2007 
or any succeeding fiscal year such rate shall be equal to \1/800\ of one 
percent of such aggregate dollar

[[Page 110 STAT. 3443]]

amount of sales. Fees collected pursuant to this subsection shall be 
deposited and collected as general revenue of the Treasury.
    ``(d) Off-Exchange Trades of Last-Sale-Reported 
Securities.--
            ``(1) Covered transactions.--Each national securities 
        association shall pay to the Commission a fee at a rate equal to 
        \1/300\ of one percent of the aggregate dollar amount of sales 
        transacted by or through any member of such association 
        otherwise than on a national securities exchange of securities 
        (other than bonds, debentures, and other evidences of 
        indebtedness) subject to prompt last sale reporting pursuant to 
        the rules of the Commission or a registered national securities 
        association, excluding any sales for which a fee is paid under 
        subsection (c), except that for fiscal year 2007, or any 
        succeeding fiscal year, such rate shall be equal to \1/800\ of 
        one percent of such aggregate dollar amount of sale.
            ``(2) Limitation; deposit of fees.--Except as provided in 
        paragraph (3), no amounts shall be collected pursuant to 
        subsection (d) for any fiscal year, except to the extent 
        provided in advance in appropriations Acts. Fees collected 
        during any such fiscal year pursuant to this subsection shall be 
        deposited and credited as offsetting collections to the account 
        providing appropriations to the Commission.
            ``(3) Lapse of appropriations.--If on the first day of a 
        fiscal year a regular appropriation to the Commission has not 
        been enacted, the Commission shall continue to collect fees (as 
        offsetting collections) under this subsection at the rate in 
        effect during the preceding fiscal year, until such a regular 
        appropriation is enacted.

    ``(e) Dates for Payment of Fees.--The fees required by subsections 
(b), (c), and (d) of this section shall be paid--
            ``(1) on or before March 15, with respect to transactions 
        and sales occurring during the period beginning on the preceding 
        September 1 and ending at the close of the preceding December 
        31; and
            ``(2) on or before September 30, with respect to 
        transactions and sales occurring during the period beginning on 
        the 
        preceding January 1 and ending at the close of the preceding 
        August 31.

    ``(f) Exemptions.--The Commission, by rule, may exempt any sale of 
securities or any class of sales of securities from any fee imposed by 
this section, if the Commission finds that such exemption is consistent 
with the public interest, the equal regulation of markets and brokers 
and dealers, and the development of a national market system.
    ``(g) Publication.--The <<NOTE: Federal Register, 
publication.>> Commission shall publish in the 
Federal Register notices of the fee rates applicable under this section 
for each fiscal year.''.

    (b) Effective <<NOTE: 15 USC 78ee note.>> Dates; Transition.--
            (1) In general.--Except as provided in paragraph (2), the 
        amendment made by subsection (a) shall apply with respect to 
        transactions in securities that occur on or after October 1, 
        1997.
            (2) Off-exchange trades of last sale reported 
        transactions.--The amendment made by subsection (a) shall apply 
        with respect to transactions described in section 31(d)(1) of

[[Page 110 STAT. 3444]]

        the Securities Exchange Act of 1934 (as amended by subsection 
        (a) of this section) that occur on or after September 1, 1997.

SEC. 406. TIME FOR PAYMENT.

    Section 4(e) of the Securities Exchange Act of 1934 (15 U.S.C. 
78d(e)) is amended by inserting before the period at the end thereof the 
following: ``and the Commission may also specify the time that such fee 
shall be determined and paid relative to the filing of any statement or 
document with the Commission''.

SEC. 407. SENSE OF THE CONGRESS CONCERNING FEES.

    It is the sense of the Congress that, in order to maintain the 
competitiveness of United States securities markets relative to foreign 
markets, no fee should be assessed on transactions involving portfolios 
of equity securities taking place at times of day characterized by low 
volume and during nontraditional trading hours.

           TITLE V--REDUCING THE COST OF SAVING AND INVESTMENT

SEC. 501. EXEMPTION FOR ECONOMIC, BUSINESS, AND INDUSTRIAL DEVELOPMENT 
            COMPANIES.

    Section 6(a) of the Investment Company Act of 1940 (15 U.S.C. 80a-
6(a)) is amended by adding at the end the following new paragraph:
            ``(5)(A) Any company that is not engaged in the business of 
        issuing redeemable securities, the operations of which are 
        subject to regulation by the State in which the company is 
        organized under a statute governing entities that provide 
        financial or managerial assistance to enterprises doing 
        business, or proposing to do business, in that State if--
                    ``(i) the organizational documents of the company 
                state that the activities of the company are limited to 
                the promotion of economic, business, or industrial 
                development in the State through the provision of 
                financial or managerial assistance to enterprises doing 
                business, or proposing to do business, in that State, 
                and such other activities that are incidental or 
                necessary to carry out that purpose;
                    ``(ii) immediately following each sale of the 
                securities of the company by the company or any 
                underwriter for the company, not less than 80 percent of 
                the securities of the company being offered in such 
                sale, on a class-by-class basis, are held by persons who 
                reside or who have a substantial business presence in 
                that State;
                    ``(iii) the securities of the company are sold, or 
                proposed to be sold, by the company or by any 
                underwriter for the company, solely to accredited 
                investors, as that term is defined in section 2(a)(15) 
                of the Securities Act of 1933, or to such other persons 
                that the Commission, as necessary or appropriate in the 
                public interest and consistent with the protection of 
                investors, may permit by rule, regulation, or order; and
                    ``(iv) the company does not purchase any security 
                issued by an investment company or by any company that 
                would be an investment company except for the exclusions 
                from

[[Page 110 STAT. 3445]]

                the definition of the term `investment company' under 
                paragraph (1) or (7) of section 3(c), other than--
                          ``(I) any debt security that is rated 
                      investment grade by not less than 1 nationally 
                      recognized statistical rating organization; or
                          ``(II) any security issued by a registered 
                      open-end investment company that is required by 
                      its investment policies to invest not less than 65 
                      percent of its total assets in securities 
                      described in subclause (I) or securities that are 
                      determined by such registered open-end investment 
                      company to be comparable in quality to securities 
                      described in subclause (I).
            ``(B) Notwithstanding the exemption provided by this 
        paragraph, section 9 (and, to the extent necessary to enforce 
        section 9, sections 38 through 51) shall apply to a company 
        described in this paragraph as if the company were an investment 
        company registered under this title.
            ``(C) Any company proposing to rely on the exemption 
        provided by this paragraph shall file with the Commission a 
        notification stating that the company intends to do so, in such 
        form and manner as the Commission may prescribe by rule.
            ``(D) Any company meeting the requirements of this paragraph 
        may rely on the exemption provided by this paragraph upon filing 
        with the Commission the notification required by subparagraph 
        (C), until such time as the Commission determines by order that 
        such reliance is not in the public interest or is not consistent 
        with the protection of investors.
            ``(E) The exemption provided by this paragraph may be 
        subject to such additional terms and conditions as the 
        Commission may by rule, regulation, or order determine are 
        necessary or appropriate in the public interest or for the 
        protection of investors.''.

SEC. 502. INTRASTATE CLOSED-END INVESTMENT COMPANY 
            EXEMPTION.

    Section 6(d)(1) of the Investment Company Act of 1940 (15 U.S.C. 
80a-6(d)(1)) is amended by striking ``$100,000'' and inserting 
``$10,000,000, or such other amount as the Commission may set by rule, 
regulation, or order''.

SEC. 503. DEFINITION OF ELIGIBLE PORTFOLIO COMPANY.

    Section 2(a)(46)(C) of the Investment Company Act of 1940 (15 U.S.C. 
80a-2(a)(46)(C)) is amended--
            (1) in clause (ii), by striking ``or'' at the end;
            (2) by redesignating clause (iii) as clause (iv); and
            (3) by inserting after clause (ii) the following:
                          ``(iii) it has total assets of not more than 
                      $4,000,000, and capital and surplus (shareholders' 
                      equity less retained earnings) of not less than 
                      $2,000,000, except that the Commission may adjust 
                      such amounts by rule, regulation, or order to 
                      reflect changes in 1 or more generally accepted 
                      indices or other indicators for small businesses; 
                      or''.

SEC. 504. DEFINITION OF BUSINESS DEVELOPMENT COMPANY.

    Section 2(a)(48)(B) of the Investment Company Act of 1940 (15 U.S.C. 
80a-2(a)(48)(B)) is amended by adding at the end the following: 
``provided further that a business development company

[[Page 110 STAT. 3446]]

need not make available significant managerial assistance with respect 
to any company described in paragraph (46)(C)(iii), or 
with respect to any other company that meets such criteria as the 
Commission may by rule, regulation, or order permit, as consistent with 
the public interest, the protection of investors, and the purposes of 
this title; and''.

SEC. 505. ACQUISITION OF ASSETS BY BUSINESS DEVELOPMENT COMPANIES.

    Section 55(a)(1)(A) of the Investment Company Act of 1940 (15 U.S.C. 
80a-54(a)(1)(A)) is amended--
            (1) by striking ``or from any person'' and inserting ``from 
        any person''; and
            (2) by inserting before the semicolon ``, or from any other 
        person, subject to such rules and regulations as the Commission 
        may prescribe as necessary or appropriate in the public interest 
        or for the protection of investors''.

SEC. 506. CAPITAL STRUCTURE AMENDMENTS.

    Section 61(a) of the Investment Company Act of 1940 (15 U.S.C. 80a-
60(a)) is amended--
            (1) in paragraph (2), by striking ``if such business 
        development company'' and all that follows through the end of 
        the paragraph and inserting a period;
            (2) in paragraph (3)(A)--
                    (A) by striking ``senior securities representing 
                indebtedness accompanied by'';
                    (B) by inserting ``accompanied by securities,'' 
                after ``of such company,''; and
                    (C) in clause (ii), by striking ``senior''; and
            (3) in paragraph (3)--
                    (A) in subparagraph (A), by striking ``and'' at the 
                end;
                    (B) in subparagraph (B), by striking the period at 
                the end of clause (iv) and inserting ``; and''; and
                    (C) by inserting immediately after subparagraph (B) 
                the following new subparagraph:
                    ``(C) a business development company may issue 
                warrants, options, or rights to subscribe to, convert 
                to, or purchase voting securities not accompanied by 
                securities, if--
                          ``(i) such warrants, options, or rights 
                      satisfy the conditions in clauses (i) and (iii) of 
                      subparagraph (A); and
                          ``(ii) the proposal to issue such warrants, 
                      options, or rights is authorized by the 
                      shareholders or partners of such business 
                      development company, and such issuance is approved 
                      by the required majority (as defined in section 
                      57(o)) of the directors of or general 
                      partners in such company on the basis that such 
                      issuance is in the best interests of the company 
                      and its shareholders or partners.''.

SEC. 507. FILING OF WRITTEN STATEMENTS.

    Section 64(b)(1) of the Investment Company Act of 1940 (15 U.S.C. 
80a-63(b)(1)) is amended by inserting ``and capital structure'' after 
``portfolio''.

[[Page 110 STAT. 3447]]

SEC. 508. CHURCH EMPLOYEE PENSION PLANS.

    (a) Amendment to the Investment Company Act of 1940.--Section 3(c) 
of the Investment Company Act of 1940 (15 U.S.C. 80a-3(c)) is amended by 
adding at the end the following new paragraph:
            ``(14) Any church plan described in section 414(e) of the 
        Internal Revenue Code of 1986, if, under any such plan, no part 
        of the assets may be used for, or diverted to, purposes other 
        than the exclusive benefit of plan participants or 
        beneficiaries, or any company or account that is--
                    ``(A) established by a person that is eligible to 
                establish and maintain such a plan under section 414(e) 
                of the Internal Revenue Code of 1986; and
                    ``(B) substantially all of the activities of which 
                consist of--
                          ``(i) managing or holding assets contributed 
                      to such church plans or other assets which are 
                      permitted to be commingled with the assets of 
                      church plans under the Internal Revenue Code of 
                      1986; or
                          ``(ii) administering or providing benefits 
                      pursuant to church plans.''.

    (b) Amendment to the Securities Act of 1933.--Section 3(a) of the 
Securities Act of 1933 (15 U.S.C. 77c(a)) is amended by adding at the 
end the following new paragraph:
            ``(13) Any security issued by or any interest or 
        participation in any church plan, company or account that is 
        excluded from the definition of an investment company under 
        section 3(c)(14) of the Investment Company Act of 1940.''.

    (c) Amendments to the Securities Exchange Act of 1934.--
            (1) Exempted securities.--Section 3(a)(12)(A) of the 
        Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(12)(A)) is 
        amended--
                    (A) in clause (v), by striking ``and'' at the end;
                    (B) by redesignating clause (vi) as clause (vii); 
                and
                    (C) by inserting after clause (v) the following new 
                clause:
                          ``(vi) solely for purposes of sections 12, 13, 
                      14, and 16 of this title, any security issued by 
                      or any interest or participation in any church 
                      plan, company, or account that is excluded from 
                      the definition of 
                      an investment company under section 3(c)(14) of 
                      the Investment Company Act of 1940; and''.
            (2) Exemption from broker-dealer provisions.--Section 3 of 
        the Securities Exchange Act of 1934 (15 U.S.C. 78c) is amended 
        by adding at the end the following new subsection:

    ``(g) Church Plans.--No church plan described in section 414(e) of 
the Internal Revenue Code of 1986, no person or entity eligible to 
establish and maintain such a plan under the Internal Revenue Code of 
1986, no company or account that is excluded from the definition of an 
investment company under section 3(c)(14) of the Investment Company Act 
of 1940, and no trustee, director, officer or employee of or volunteer 
for such plan, company, account 
person, or entity, acting within the scope of that person's employment 
or activities with respect to such plan, shall be deemed to be a 
`broker', `dealer', `municipal securities broker', `municipal securities 
dealer', `government securities broker', `government securities

[[Page 110 STAT. 3448]]

dealer', `clearing agency', or `transfer agent' for purposes of this 
title--
            ``(1) solely because such plan, company, person, or entity 
        buys, holds, sells, trades in, or transfers securities or acts 
        as an intermediary in making payments in connection with 
        transactions in securities for its own account in its capacity 
        as trustee or administrator of, or otherwise on behalf of, or 
        for the account of, any church plan, company, or account that is 
        excluded from the definition of an investment company under 
        section 3(c)(14) of the Investment Company Act of 1940; and
            ``(2) if no such person or entity receives a commission or 
        other transaction-related sales compensation in connection with 
        any activities conducted in reliance on the exemption provided 
        by this subsection.''.

    (d) Amendment to the Investment Advisers Act of 1940.--Section 
203(b) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3(b)) is 
amended--
            (1) in paragraph (3), by striking ``or'' at the end;
            (2) in paragraph (4), by striking the period at the end and 
        inserting ``; or''; and
            (3) by adding at the end the following new paragraph:
            ``(5) any plan described in section 414(e) of the Internal 
        Revenue Code of 1986, any person or entity eligible to establish 
        and maintain such a plan under the Internal Revenue Code of 
        1986, or any trustee, director, officer, or employee of or 
        volunteer for any such plan or person, if such person or entity, 
        acting in such capacity, provides investment advice exclusively 
        to, or with respect to, any plan, person, or entity or any 
        company, account, or fund that is excluded from the definition 
        of an investment company under section 3(c)(14) of the 
        Investment Company Act of 1940.''.

    (e) Amendment to the Trust Indenture Act of 1939.--Section 
304(a)(4)(A) of the Trust Indenture Act of 1939 (15 U.S.C. 77ddd(4)(A)) 
is amended by striking ``or (11)'' and inserting ``(11), or (14)''.
    (f) Protection <<NOTE: 15 USC 80a-3 note.>> of Church Employee 
Benefit Plans Under State Law.--
            (1) Registration requirements.--Any security issued 
        by or any interest or participation in any church plan, company, 
        or account that is excluded from the definition of an investment 
        company under section 3(c)(14) of the Investment Company Act of 
        1940, as added by subsection (a) of this section, and any offer, 
        sale, or purchase thereof, shall be exempt from any law of a 
        State that requires registration or qualification of securities.
            (2) Treatment of church plans.--No church plan described in 
        section 414(e) of the Internal Revenue Code of 1986, no person 
        or entity eligible to establish and maintain such a plan under 
        the Internal Revenue Code of 1986, no company or account that is 
        excluded from the definition of an investment company under 
        section 3(c)(14) of the Investment Company Act of 1940, as added 
        by subsection (a) of this section, and no trustee, director, 
        officer, or employee of or volunteer for any such plan, person, 
        entity, company, or account shall be required to qualify, 
        register, or be subject to regulation as an investment company 
        or as a broker, dealer, investment adviser, or agent under the 
        laws of any State solely because

[[Page 110 STAT. 3449]]

        such plan, person, entity, company, or account buys, holds, 
        sells, or trades in securities for its own account or in its 
        capacity as a trustee or administrator of or otherwise on behalf 
        of, or for the account of, or provides investment advice to, 
        for, or on behalf of, any such plan, person, or entity or any 
        company or account that is excluded from the definition of an 
        investment company under section 3(c)(14) of the Investment 
        Company Act of 1940, as added by subsection (a) of this section.

    (g) Amendment to the Investment Company Act of 1940.--Section 30 of 
the Investment Company Act of 1940 (15 U.S.C. 80a-29) is amended by 
adding at the end the following new subsections:
    ``(g) Disclosure to Church Plan Participants.--A person that 
maintains a church plan that is excluded from the definition of an 
investment company solely by reason of section 3(c)(14) shall provide 
disclosure to plan participants, in writing, and not less frequently 
than annually, and for new participants joining such a plan after May 
31, 1996, as soon as is practicable after joining such plan, that--
            ``(1) the plan, or any company or account maintained to 
        manage or hold plan assets and interests in such plan, company, 
        or account, are not subject to registration, regulation, or 
        reporting under this title, the Securities Act of 1933, the 
        Securities Exchange Act of 1934, or State securities laws; and
            ``(2) plan participants and beneficiaries therefore will not 
        be afforded the protections of those provisions.

    ``(h) Notice to Commission.--The Commission may issue rules and 
regulations to require any person that maintains a church plan that is 
excluded from the definition of an investment company solely by reason 
of section 3(c)(14) to file a notice with the 
Commission containing such information and in such form as the 
Commission may prescribe as necessary or appropriate in the public 
interest or consistent with the protection of investors.''.

SEC. 509. PROMOTING GLOBAL PREEMINENCE OF AMERICAN 
            SECURITIES MARKETS.

    It is the sense of the Congress that--
            (1) the United States and foreign securities markets are 
        increasingly becoming international securities markets, as 
        issuers and investors seek the benefits of new capital and 
        secondary market opportunities without regard to national 
        borders;
            (2) as issuers seek to raise capital across national 
        borders, they confront differing accounting requirements in the 
        various regulatory jurisdictions;
            (3) the establishment of a high-quality comprehensive set of 
        generally accepted international accounting standards in cross-
        border securities offerings would greatly facilitate 
        international financing activities and, most significantly, 
        would enhance the ability of foreign corporations to access and 
        list in United States markets;
            (4) in addition to the efforts made before the date of 
        enactment of this Act by the Commission to respond to the 
        growing internationalization of securities markets, the 
        Commission should enhance its vigorous support for the 
        development of high-quality international accounting standards 
        as soon as practicable; and

[[Page 110 STAT. 3450]]

            (5) the Commission, in view of its clear authority under law 
        to facilitate the access of foreign corporations to list their 
        securities in United States markets, should report to the 
        Congress, not later than 1 year after the date of enactment of 
        this Act, on progress in the development of international 
        accounting standards and the outlook for successful completion 
        of a set of international standards that would be acceptable to 
        the Commission for offerings and listings by foreign 
        corporations in United States markets.

SEC. 510. STUDIES AND REPORTS.

    (a) Impact <<NOTE: 15 USC 78b note.>> of Technological Advances.--
            (1) Study.--
                    (A) In general.--The Commission shall conduct a 
                study of--
                          (i) the impact of technological advances and 
                      the use of on-line information systems on the 
                      securities markets, including steps that the 
                      Commission has taken to facilitate the electronic 
                      delivery of prospectuses to institutional and 
                      other investors;
                          (ii) how such technologies have changed the 
                      way in which the securities markets operate; and
                          (iii) any steps taken by the Commission to 
                      address such changes.
                    (B) Considerations.--In conducting the study under 
                subparagraph (A), the Commission shall consider how the 
                Commission has adapted its enforcement policies and 
                practices in response to technological developments with 
                regard to--
                          (i) disclosure, prospectus delivery, and other 

                      customer protection regulations;
                          (ii) intermediaries and exchanges in the 
                      domestic and international financial services 
                      industry;
                          (iii) reporting by issuers, including 
                      communications with holders of securities;
                          (iv) the relationship of the Commission with 
                      other national regulatory authorities and 
                      organizations to improve coordination and 
                      cooperation; and
                          (v) the relationship of the Commission with 
                      State regulatory authorities and organizations to 
                      improve coordination and cooperation.
            (2) Report.--Not later than 1 year after the date of 
        enactment of this Act, the Commission shall submit a report to 
        the Congress on the results of the study conducted under 
        paragraph (1).

    (b) Shareholder <<NOTE: 15 USC 78n note.>> Proposals.--
            (1) Study.--The Commission shall conduct a study of--
                    (A) whether shareholder access to proxy statements 
                pursuant to section 14 of the Securities Exchange Act of 
                1934 has been impaired by recent statutory, judicial, or 
                regulatory changes; and
                    (B) the ability of shareholders to have proposals 
                relating to corporate practices and social issues 
                included as part of proxy statements.
            (2) Report.--Not later than 1 year after the date of 
        enactment of this Act, the Commission shall submit a report to 
        the Congress on the results of the study conducted under para

[[Page 110 STAT. 3451]]

        graph (1), together with any recommendations for regulatory or 
        legislative changes that it considers necessary to improve 
        shareholder access to proxy statements.

    (c) Preferencing.--
            (1) Study.--The Commission shall conduct a study of the 
        impact on investors and the national market system of the 
        practice known as ``preferencing'' on one or more registered 
        securities exchanges, including consideration of--
                    (A) how preferencing impacts--
                          (i) the execution prices received by retail 
                      securities customers whose orders are preferenced; 
                      and
                          (ii) the ability of retail securities 
                      customers in all markets to obtain executions of 
                      their limit orders in preferenced securities; and
                    (B) the costs of preferencing to such customers.
            (2) Report.--Not later than 6 months after the date of 
        enactment of this Act, the Commission shall submit a report to 
        the Congress on the results of the study conducted under 
        paragraph (1).
            (3) Definition.--For purposes of this subsection, the term 
        ``preferencing'' refers to the practice of a broker acting as a 
        dealer on a national securities exchange, directing the orders 
        of customers to buy or sell securities to itself for execution 
        under rules that permit the broker to take priority in execution 
        over same-priced orders or quotations entered prior in time.

    (d) Broker-Dealer <<NOTE: 15 USC 78o note.>> Uniformity.--
            (1) Study.--The Commission, after consultation with 
        registered securities associations, national securities 
        exchanges, and States, shall conduct a study of the impact of 
        disparate State licensing requirements on associated persons of 
        registered brokers or dealers and methods for States to attain 
        uniform licensing requirements for such persons.
            (2) Report.--Not later than 1 year after the date of 
        enactment of this Act, the Commission shall submit to the 
        Congress a report on the study conducted under paragraph (1). 
        Such report shall include recommendations concerning appropriate 
        methods described in paragraph (1)(B), including any necessary 
        legislative changes to implement such recommendations.

    Approved October 11, 1996.

LEGISLATIVE HISTORY--H.R. 3005 (S. 1815):
---------------------------------------------------------------------------

HOUSE REPORTS: Nos. 104-622 (Comm. on Commerce) and 104-864 (Comm. of 
Conference).
CONGRESSIONAL RECORD, Vol. 142 (1996):
            June 18, 19, considered and passed House.
            June 27, considered and passed Senate, amended, in lieu of 
                S. 1815.
            Sept. 28, House agreed to conference report.
            Oct. 1, Senate agreed to conference report.

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