[105th Congress Public Law 353]
[From the U.S. Government Printing Office]
<DOC>
[DOCID: f:publ353.105]
[[Page 112 STAT. 3227]]
Public Law 105-353
105th Congress
An Act
To amend the Securities Act <<NOTE: Nov. 3, 1998 - [S. 1260]>> of 1933
and the Securities Exchange Act of 1934 to limit the conduct of
securities class actions under State law, and for other purposes.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress <<NOTE: Securities Litigation
Uniform Standards Act of 1998.>> assembled,
SECTION 1. SHORT <<NOTE: 15 USC 78a note.>> TITLE.
This Act may be cited as the ``Securities Litigation Uniform
Standards Act of 1998''.
SEC. 2. <<NOTE: 15 USC 78a note.>> FINDINGS.
The Congress finds that--
(1) the Private Securities Litigation Reform Act of 1995
sought to prevent abuses in private securities fraud lawsuits;
(2) since enactment of that legislation, considerable
evidence has been presented to Congress that a number of
securities class action lawsuits have shifted from Federal to
State courts;
(3) this shift has prevented that Act from fully achieving
its objectives;
(4) State securities regulation is of continuing importance,
together with Federal regulation of securities, to protect
investors and promote strong financial markets; and
(5) in order to prevent certain State private securities
class action lawsuits alleging fraud from being used to
frustrate the objectives of the Private Securities Litigation
Reform Act of 1995, it is appropriate to enact national
standards for securities class action lawsuits involving
nationally traded securities, while preserving the appropriate
enforcement powers of State securities regulators and not
changing the current treatment of individual lawsuits.
TITLE I--SECURITIES LITIGATION UNIFORM STANDARDS
SEC. 101. LIMITATION ON REMEDIES.
(a) Amendments to the Securities Act of 1933.--
(1) Amendment.--Section 16 of the Securities Act of 1933 (15
U.S.C. 77p) is amended to read as follows:
``SEC. 16. ADDITIONAL REMEDIES; LIMITATION ON REMEDIES.
``(a) Remedies Additional.--Except as provided in subsection (b),
the rights and remedies provided by this title shall be in
[[Page 112 STAT. 3228]]
addition to any and all other rights and remedies that may exist at law
or in equity.
``(b) Class Action Limitations.--No covered class action based upon
the statutory or common law of any State or subdivision thereof may be
maintained in any State or Federal court by any private party alleging--
``(1) an untrue statement or omission of a material fact in
connection with the purchase or sale of a covered security; or
``(2) that the defendant used or employed any manipulative
or deceptive device or contrivance in connection with the
purchase or sale of a covered security.
``(c) Removal of Covered Class Actions.--Any covered class action
brought in any State court involving a covered security, as set forth in
subsection (b), shall be removable to the Federal district court for the
district in which the action is pending, and shall be subject to
subsection (b).
``(d) Preservation of Certain Actions.--
``(1) Actions under state law of state of incorporation.--
``(A) Actions preserved.--Notwithstanding subsection
(b) or (c), a covered class action described in
subparagraph (B) of this paragraph that is based upon
the statutory or common law of the State in which the
issuer is incorporated (in the case of a corporation) or
organized (in the case of any other entity) may be
maintained in a State or Federal court by a private
party.
``(B) Permissible actions.--A covered class action
is described in this subparagraph if it involves--
``(i) the purchase or sale of securities by
the issuer or an affiliate of the issuer
exclusively from or to holders of equity
securities of the issuer; or
``(ii) any recommendation, position, or other
communication with respect to the sale of
securities of the issuer that--
``(I) is made by or on behalf of the
issuer or an affiliate of the issuer to
holders of equity securities of the
issuer; and
``(II) concerns decisions of those
equity holders with respect to voting
their securities, acting in response to
a tender or exchange offer, or
exercising dissenters' or appraisal
rights.
``(2) State actions.--
``(A) In general.--Notwithstanding any other
provision of this section, nothing in this section may
be construed to preclude a State or political
subdivision thereof or a State pension plan from
bringing an action involving a covered security on its
own behalf, or as a member of a class comprised solely
of other States, political subdivisions, or State
pension plans that are named plaintiffs, and that have
authorized participation, in such action.
``(B) State pension plan defined.--For purposes of
this paragraph, the term `State pension plan' means a
pension plan established and maintained for its
employees by the government of the State or political
subdivision thereof, or by any agency or instrumentality
thereof.
[[Page 112 STAT. 3229]]
``(3) Actions under contractual agreements between issuers
and indenture trustees.--Notwithstanding subsection (b) or (c),
a covered class action that seeks to enforce a contractual
agreement between an issuer and an indenture trustee may be
maintained in a State or Federal court by a party to the
agreement or a successor to such party.
``(4) Remand of removed actions.--In an action that has been
removed from a State court pursuant to subsection (c), if the
Federal court determines that the action may be maintained in
State court pursuant to this subsection, the Federal court shall
remand such action to such State court.
``(e) Preservation of State Jurisdiction.--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.
``(f) Definitions.--For purposes of this section, the following
definitions shall apply:
``(1) Affiliate of the issuer.--The term `affiliate of the
issuer' means a person that directly or indirectly, through one
or more intermediaries, controls or is controlled by or is under
common control with, the issuer.
``(2) Covered class action.--
``(A) In general.--The term `covered class action'
means--
``(i) any single lawsuit in which--
``(I) damages are sought on behalf
of more than 50 persons or prospective
class members, and questions of law or
fact common to those persons or members
of the prospective class, without
reference to issues of individualized
reliance on an alleged misstatement or
omission, predominate over any questions
affecting only individual persons or
members; or
``(II) one or more named parties
seek to recover damages on a
representative basis on behalf of
themselves and other unnamed parties
similarly situated, and questions of law
or fact common to those persons or
members of the prospective class
predominate over any questions affecting
only individual persons or members; or
``(ii) any group of lawsuits filed in or
pending in the same court and involving common
questions of law or fact, in which--
``(I) damages are sought on behalf
of more than 50 persons; and
``(II) the lawsuits are joined,
consolidated, or otherwise proceed as a
single action for any purpose.
``(B) Exception for derivative actions.--
Notwithstanding subparagraph (A), the term `covered
class action' does not include an exclusively derivative
action brought by one or more shareholders on behalf of
a corporation.
``(C) Counting of certain class members.--For
purposes of this paragraph, a corporation, investment
company, pension plan, partnership, or other entity,
shall be treated as one person or prospective class
member, but
[[Page 112 STAT. 3230]]
only if the entity is not established for the purpose of
participating in the action.
``(D) Rule of construction.--Nothing in this
paragraph shall be construed to affect the discretion of
a State court in determining whether actions filed in
such court should be joined, consolidated, or otherwise
allowed to proceed as a single action.
``(3) Covered security.--The term `covered security' means a
security that satisfies the standards for a covered security
specified in paragraph (1) or (2) of section 18(b) at the time
during which it is alleged that the misrepresentation, omission,
or manipulative or deceptive conduct occurred, except that such
term shall not include any debt security that is exempt from
registration under this title pursuant to rules issued by the
Commission under section 4(2).''.
(2) Circumvention of stay of discovery.--Section 27(b) of
the Securities Act of 1933 (15 U.S.C. 77z-1(b)) is amended by
inserting after paragraph (3) the following new paragraph:
``(4) Circumvention of stay of discovery.--Upon a proper
showing, a court may stay discovery proceedings in any private
action in a State court as necessary in aid of its jurisdiction,
or to protect or effectuate its judgments, in an action subject
to a stay of discovery pursuant to this subsection.''.
(3) Conforming amendments.--Section 22(a) of the Securities
Act of 1933 (15 U.S.C. 77v(a)) is amended--
(A) by inserting ``except as provided in section 16
with respect to covered class actions,'' after
``Territorial courts,''; and
(B) by striking ``No case'' and inserting ``Except
as provided in section 16(c), no case''.
(b) Amendments to the Securities Exchange Act of 1934.--
(1) Amendment.--Section 28 of the Securities Exchange Act of
1934 (15 U.S.C. 78bb) is amended--
(A) in subsection (a), by striking ``The rights and
remedies'' and inserting ``Except as provided in
subsection (f), the rights and remedies''; and
(B) by adding at the end the following new
subsection:
``(f) Limitations on Remedies.--
``(1) Class action limitations.--No covered class action
based upon the statutory or common law of any State or
subdivision thereof may be maintained in any State or Federal
court by any private party alleging--
``(A) a misrepresentation or omission of a material
fact in connection with the purchase or sale of a
covered security; or
``(B) that the defendant used or employed any
manipulative or deceptive device or contrivance in
connection with the purchase or sale of a covered
security.
``(2) Removal of covered class actions.--Any covered class
action brought in any State court involving a covered security,
as set forth in paragraph (1), shall be removable to the Federal
district court for the district in which the action is pending,
and shall be subject to paragraph (1).
``(3) Preservation of certain actions.--
``(A) Actions under state law of state of
incorporation.--
[[Page 112 STAT. 3231]]
``(i) Actions preserved.--Notwithstanding
paragraph (1) or (2), a covered class action
described in clause (ii) of this subparagraph that
is based upon the statutory or common law of the
State in which the issuer is incorporated (in the
case of a corporation) or organized (in the case
of any other entity) may be maintained in a State
or Federal court by a private party.
``(ii) Permissible actions.--A covered class
action is described in this clause if it
involves--
``(I) the purchase or sale of
securities by the issuer or an affiliate
of the issuer exclusively from or to
holders of equity securities of the
issuer; or
``(II) any recommendation, position,
or other communication with respect to
the sale of securities of an issuer
that--
``(aa) is made by or on
behalf of the issuer or an
affiliate of the issuer to
holders of equity securities of
the issuer; and
``(bb) concerns decisions of
such equity holders with respect
to voting their securities,
acting in response to a tender
or exchange offer, or exercising
dissenters' or appraisal rights.
``(B) State actions.--
``(i) In general.--Notwithstanding any other
provision of this subsection, nothing in this
subsection may be construed to preclude a State or
political subdivision thereof or a State pension
plan from bringing an action involving a covered
security on its own behalf, or as a member of a
class comprised solely of other States, political
subdivisions, or State pension plans that are
named plaintiffs, and that have authorized
participation, in such action.
``(ii) State pension plan defined.--For
purposes of this subparagraph, the term `State
pension plan' means a pension plan established and
maintained for its employees by the government of
a State or political subdivision thereof, or by
any agency or instrumentality thereof.
``(C) Actions under contractual agreements between
issuers and indenture trustees.--Notwithstanding
paragraph (1) or (2), a covered class action that seeks
to enforce a contractual agreement between an issuer and
an indenture trustee may be maintained in a State or
Federal court by a party to the agreement or a successor
to such party.
``(D) Remand of removed actions.--In an action that
has been removed from a State court pursuant to
paragraph (2), if the Federal court determines that the
action may be maintained in State court pursuant to this
subsection, the Federal court shall remand such action
to such State court.
``(4) Preservation of state jurisdiction.--The securities
commission (or any agency or office performing like functions)
[[Page 112 STAT. 3232]]
of any State shall retain jurisdiction under the laws of such
State to investigate and bring enforcement actions.
``(5) Definitions.--For <<NOTE: Applicability.>> purposes of
this subsection, the following definitions shall apply:
``(A) Affiliate of the issuer.--The term `affiliate
of the issuer' means a person that directly or
indirectly, through one or more intermediaries, controls
or is controlled by or is under common control with, the
issuer.
``(B) Covered class action.--The term `covered class
action' means--
``(i) any single lawsuit in which--
``(I) damages are sought on behalf
of more than 50 persons or prospective
class members, and questions of law or
fact common to those persons or members
of the prospective class, without
reference to issues of individualized
reliance on an alleged misstatement or
omission, predominate over any questions
affecting only individual persons or
members; or
``(II) one or more named parties
seek to recover damages on a
representative basis on behalf of
themselves and other unnamed parties
similarly situated, and questions of law
or fact common to those persons or
members of the prospective class
predominate over any questions affecting
only individual persons or members; or
``(ii) any group of lawsuits filed in or
pending in the same court and involving common
questions of law or fact, in which--
``(I) damages are sought on behalf
of more than 50 persons; and
``(II) the lawsuits are joined,
consolidated, or otherwise proceed as a
single action for any purpose.
``(C) Exception for derivative actions.--
Notwithstanding subparagraph (B), the term `covered
class action' does not include an exclusively derivative
action brought by one or more shareholders on behalf of
a corporation.
``(D) Counting of certain class members.--For
purposes of this paragraph, a corporation, investment
company, pension plan, partnership, or other entity,
shall be treated as one person or prospective class
member, but only if the entity is not established for
the purpose of participating in the action.
``(E) Covered security.--The term `covered security'
means a security that satisfies the standards for a
covered security specified in paragraph (1) or (2) of
section 18(b) of the Securities Act of 1933, at the time
during which it is alleged that the misrepresentation,
omission, or manipulative or deceptive conduct occurred,
except that such term shall not include any debt
security that is exempt from registration under the
Securities Act of 1933 pursuant to rules issued by the
Commission under section 4(2) of that Act.
``(F) Rule of construction.--Nothing in this
paragraph shall be construed to affect the discretion of
a State court in determining whether actions filed in
such court
[[Page 112 STAT. 3233]]
should be joined, consolidated, or otherwise allowed to
proceed as a single action.''.
(2) Circumvention of stay of discovery.--Section 21D(b)(3)
of the Securities Exchange Act of 1934 (15 U.S.C. 78u-4(b)(3))
is amended by adding at the end the following new subparagraph:
``(D) Circumvention of stay of discovery.--Upon a
proper showing, a court may stay discovery proceedings
in any private action in a State court, as necessary in
aid of its jurisdiction, or to protect or effectuate its
judgments, in an action subject to a stay of discovery
pursuant to this paragraph.''.
(c) <<NOTE: 15 USC 77p note.>> Applicability.--The amendments made
by this section shall not affect or apply to any action commenced before
and pending on the date of enactment of this Act.
SEC. <<NOTE: 15 USC 78u note.>> 102. PROMOTION OF RECIPROCAL SUBPOENA
ENFORCEMENT.
(a) Commission Action.--The Securities and Exchange Commission, in
consultation with State securities commissions (or any agencies or
offices performing like functions), shall seek to encourage the adoption
of State laws providing for reciprocal enforcement by State securities
commissions of subpoenas issued by another State securities commission
seeking to compel persons to attend, testify in, or produce documents or
records in connection with an action or investigation by a State
securities commission of an alleged violation of State securities laws.
(b) <<NOTE: Deadline.>> Report.--Not later than 24 months after the
date of enactment of this Act, the Securities and Exchange Commission
(hereafter in this section referred to as the ``Commission'') shall
submit a report to the Congress--
(1) identifying the States that have adopted laws described
in subsection (a);
(2) describing the actions undertaken by the Commission and
State securities commissions to promote the adoption of such
laws; and
(3) identifying any further actions that the Commission
recommends for such purposes.
TITLE II--REAUTHORIZATION OF THE SECURITIES AND EXCHANGE COMMISSION
SEC. 201. AUTHORIZATION OF APPROPRIATIONS.
Section 35 of the Securities Exchange Act of 1934 (15 U.S.C. 78kk)
is amended to read as follows:
``SEC. 35. AUTHORIZATION OF APPROPRIATIONS.
``(a) In General.--In addition to any other funds authorized to be
appropriated to the Commission, there are authorized to be appropriated
to carry out the functions, powers, and duties of the Commission,
$351,280,000 for fiscal year 1999.
``(b) Miscellaneous Expenses.--Funds appropriated pursuant to this
section are authorized to be expended--
``(1) not to exceed $3,000 per fiscal year, for official
reception and representation expenses;
[[Page 112 STAT. 3234]]
``(2) not to exceed $10,000 per fiscal year, for funding a
permanent secretariat for the International Organization of
Securities Commissions; and
``(3) not to exceed $100,000 per fiscal year, for expenses
for consultations and meetings hosted by the Commission with
foreign governmental and other regulatory officials, members of
their delegations, appropriate representatives, and staff to
exchange views concerning developments relating to securities
matters, for development and implementation of cooperation
agreements concerning securities matters, and provision of
technical assistance for the development of foreign securities
markets, such expenses to include necessary logistic and
administrative expenses and the expenses of Commission staff and
foreign invitees in attendance at such consultations and
meetings, including--
``(A) such incidental expenses as meals taken in the
course of such attendance;
``(B) any travel or transportation to or from such
meetings; and
``(C) any other related lodging or subsistence.''.
SEC. 202. REQUIREMENTS FOR THE EDGAR SYSTEM.
Section 35A of the Securities Exchange Act of 1934 (15 U.S.C. 78ll)
is amended--
(1) by striking subsections (a), (b), (c), and (e); and
(2) in subsection (d)--
(A) by striking ``(d)'';
(B) in paragraph (2), by striking ``; and'' at the
end and inserting a period; and
(C) by striking paragraph (3).
SEC. 203. COMMISSION PROFESSIONAL ECONOMISTS.
Section 4(b) of the Securities Exchange Act of 1934 (15 U.S.C.
78d(b)) is amended--
(1) by redesignating paragraph (2) as paragraph (3); and
(2) by inserting after paragraph (1) the following:
``(2) Economists.--
``(A) Commission authority.--Notwithstanding the
provisions of chapter 51 of title 5, United States Code,
the Commission is authorized--
``(i) to establish its own criteria for the
selection of such professional economists as the
Commission deems necessary to carry out the work
of the Commission;
``(ii) to appoint directly such professional
economists as the Commission deems qualified; and
``(iii) to fix and adjust the compensation of
any professional economist appointed under this
paragraph, without regard to the provisions of
chapter 54 of title 5, United States Code, or
subchapters II, III, or VIII of chapter 53, of
title 5, United States Code.
``(B) Limitation on compensation.--No base
compensation fixed for an economist under this paragraph
may exceed the pay for Level IV of the Executive
Schedule, and no payments to an economist appointed
under this paragraph shall exceed the limitation on
certain payments in section 5307 of title 5, United
States Code.
[[Page 112 STAT. 3235]]
``(C) Other benefits.--All professional economists
appointed under this paragraph shall remain within the
existing civil service system with respect to employee
benefits.''.
TITLE III--CLERICAL AND TECHNICAL AMENDMENTS
SEC. 301. CLERICAL AND TECHNICAL AMENDMENTS.
(a) Securities Act of 1933.--The Securities Act of 1933 (15 U.S.C.
77 et seq.) is amended as follows:
(1) Section 2(a)(15)(i) (15 U.S.C. 77b(a)(15)(i)) is
amended--
(A) by striking ``3(a)(2) of the Act'' and inserting
``3(a)(2)''; and
(B) by striking ``section 2(13) of the Act'' and
inserting ``paragraph (13) of this subsection''.
(2) Section 11(f)(2)(A) (15 U.S.C. 77k(f)(2)(A)) is amended
by striking ``section 38'' and inserting ``section 21D(f)''.
(3) Section 13 (15 U.S.C. 77m) is amended--
(A) by striking ``section 12(2)'' each place it
appears and inserting ``section 12(a)(2)''; and
(B) by striking ``section 12(1)'' each place it
appears and inserting ``section 12(a)(1)''.
(4) Section 18 (15 U.S.C. 77r) is amended--
(A) in subsection (b)(1)(A), by inserting ``, or
authorized for listing,'' after ``Exchange, or listed'';
(B) in subsection (c)(2)(B)(i), by striking
``Capital Markets Efficiency Act of 1996'' and inserting
``National Securities Markets Improvement Act of 1996'';
(C) in subsection (c)(2)(C)(i), by striking
``Market'' and inserting ``Markets'';
(D) in subsection (d)(1)(A)--
(i) by striking ``section 2(10)'' and
inserting ``section 2(a)(10)''; and
(ii) by striking ``subparagraphs (A) and (B)''
and inserting ``subparagraphs (a) and (b)'';
(E) in subsection (d)(2), by striking ``Securities
Amendments Act of 1996'' and inserting ``National
Securities Markets Improvement Act of 1996''; and
(F) in subsection (d)(4), by striking ``For purposes
of this paragraph, the'' and inserting ``The''.
(5) Sections 27, 27A, and 28 (15 U.S.C. 77z-1, 77z-2, 77z-3)
are transferred to appear after section 26, in that order.
(6) Paragraph (28) of schedule A of such Act (15 U.S.C.
77aa(28)) is amended by striking ``identic'' and inserting
``identical''.
(b) Securities Exchange Act of 1934.--The Securities Exchange Act of
1934 (15 U.S.C. 78 et seq.) is amended as follows:
(1) Section 3(a)(10) (15 U.S.C. 78c(a)(10)) is amended by
striking ``deposit, for'' and inserting ``deposit for''.
(2) Section 3(a)(12)(A)(vi) (15 U.S.C. 78c(a)(12)(A)(vi)) is
amended by moving the margin 2 em spaces to the left.
(3) Section 3(a)(22)(A) (15 U.S.C. 78c(a)(22)(A)) is
amended--
(A) by striking ``section 3(h)'' and inserting
``section 3''; and
[[Page 112 STAT. 3236]]
(B) by striking ``section 3(t)'' and inserting
``section 3''.
(4) Section 3(a)(39)(B)(i) (15 U.S.C. 78c(a)(39)(B)(i)) is
amended by striking ``an order to the Commission'' and inserting
``an order of the Commission''.
(5) The following sections are each amended by striking
``Federal Reserve Board'' and inserting ``Board of Governors of
the Federal Reserve System'': subsections (a) and (b) of section
7 (15 U.S.C. 78g (a), (b)); section 17(g) (15 U.S.C. 78q(g));
and section 26 (15 U.S.C. 78z).
(6) The heading of subsection (d) of section 7 (15 U.S.C.
78g(d)) is amended by striking ``Exception'' and inserting
``Exceptions''.
(7) Section 14(g)(4) (15 U.S.C. 78n(g)(4)) is amended by
striking ``consolidation sale,'' and inserting ``consolidation,
sale,''.
(8) Section 15 (15 U.S.C. 78o) is amended--
(A) in subsection (c)(8), by moving the margin 2 em
spaces to the left;
(B) in subsection (h)(2), by striking ``affecting''
and inserting ``effecting'';
(C) in subsection (h)(3)(A)(i)(II)(bb), by inserting
``or'' after the semicolon;
(D) in subsection (h)(3)(A)(ii)(I), by striking
``maintains'' and inserting ``maintained'';
(E) in subsection (h)(3)(B)(ii), by striking
``association'' and inserting ``associated''.
(9) Section 15B(c)(4) (15 U.S.C. 78o-4(c)(4)) is amended by
striking ``convicted by any offense'' and inserting ``convicted
of any offense''.
(10) Section 15C(f)(5) (15 U.S.C. 78o-5(f)(5)) is amended by
striking ``any person or class or persons'' and inserting ``any
person or class of persons''.
(11) Section 19(c)(5) (15 U.S.C. 78s(c)(5)) is amended by
moving the margin 2 em spaces to the right.
(12) Section 20 (15 U.S.C. 78t) is amended by redesignating
subsection (f) as subsection (e).
(13) Section 21D (15 U.S.C. 78u-4) is amended--
(A) in subsection (g)(2)(B)(i), by striking
``paragraph (1)'' and inserting ``subparagraph (A)''.
(B) by redesignating subsection (g) as subsection
(f); and
(14) Section 31(a) (15 U.S.C. 78ee(a)) is amended by
striking ``this subsection'' and inserting ``this section''.
(c) Investment Company Act of 1940.--The Investment Company Act of
1940 (15 U.S.C. 80a-1 et seq.) is amended as follows:
(1) Section 2(a)(8) (15 U.S.C. 80a-2(a)(8)) is amended by
striking ``Unitde'' and inserting ``United''.
(2) Section 3(b) (15 U.S.C. 80a-3(b)) is amended by striking
``paragraph (3) of subsection (a)'' and inserting ``paragraph
(1)(C) of subsection (a)''.
(3) Section 12(d)(1)(G)(i)(III)(bb) (15 U.S.C. 80a-
12(d)(1)(G)(i)(III)(bb)) is amended by striking ``the acquired
fund'' and inserting ``the acquired company''.
(4) Section 18(e)(2) (15 U.S.C. 80a-18(e)(2)) is amended by
striking ``subsection (e)(2)'' and inserting ``paragraph (1) of
this subsection''.
[[Page 112 STAT. 3237]]
(5) Section 30 (15 U.S.C. 80a-29) is amended--
(A) by inserting ``and'' after the semicolon at the
end of subsection (b)(1);
(B) in subsection (e), by striking ``semi-annually''
and inserting ``semiannually''; and
(C) by redesignating subsections (g) and (h), as
added by section 508(g) of the National Securities
Markets Improvement Act of 1996, as subsections (i) and
(j), respectively.
(6) Section 31(f) (15 U.S.C. 80a-30(f)) is amended by
striking ``subsection (c)'' and inserting ``subsection (e)''.
(d) Investment Advisers Act of 1940.--The Investment Advisers Act of
1940 (15 U.S.C. 80b et seq.) is amended as follows:
(1) Section 203(e)(8)(B) (15 U.S.C. 80b-3(e)(8)(B)) is
amended by inserting ``or'' after the semicolon.
(2) Section 222(b)(2) (15 U.S.C. 80b-18a(b)(2)) is amended
by striking ``principle'' and inserting ``principal''.
(e) Trust Indenture Act of 1939.--The Trust Indenture Act of 1939
(15 U.S.C. 77aaa et seq.) is amended as follows:
(1) Section 303 (15 U.S.C. 77ccc) is amended by striking
``section 2'' each place it appears in paragraphs (2) and (3)
and inserting ``section 2(a)''.
(2) Section 304(a)(4)(A) (15 U.S.C. 77ddd(a)(4)(A)) is
amended by striking ``(14) of subsection'' and inserting ``(13)
of section''.
(3) Section 313(a) (15 U.S.C. 77mmm(a)) is amended--
(A) by inserting ``any change to'' after the
paragraph designation at the beginning of paragraph (4);
and
(B) by striking ``any change to'' in paragraph (6).
(4) Section 319(b) (15 U.S.C. 77sss(b)) is amended by
striking ``the Federal Register Act'' and inserting ``chapter 15
of title 44, United States Code,''.
SEC. 302. EXEMPTION OF SECURITIES ISSUED IN CONNECTION WITH
CERTAIN STATE HEARINGS.
Section 18(b)(4)(C) of the Securities Act of 1933 (15 U.S.C.
77r(b)(4)(C)) is amended by striking ``paragraph (4) or (11)'' and
inserting ``paragraph (4), (10), or (11)''.
Approved November 3, 1998.
LEGISLATIVE HISTORY--S. 1260 (H.R. 1689):
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HOUSE REPORTS: Nos. 105-640 accompanying H.R. 1689 (Comm. on Commerce)
and 105-803 (Comm. of Conference).
SENATE REPORTS: No. 105-182 (Comm. on Banking, Housing, and Urban
Affairs).
CONGRESSIONAL RECORD, Vol. 144 (1998):
May 13, considered and passed Senate.
July 22, considered and passed House, amended, in lieu of
H.R. 1689.
Oct. 13, House and Senate agreed to conference report.
WEEKLY COMPILATION OF PRESIDENTIAL DOCUMENTS, Vol. 34 (1998):
Nov. 3, Presidential statement.
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