PUBLIC LAW 106-554—APPENDIX E 114 STAT. 2763A-435 (A) in paragraph (1), by inserting "security future," after "treasury stock,"; (B) in paragraph (3), by adding at the end the following: "Any offer or sale of a security futures product by or on behalf of the issuer of the securities underlying the security futures product, an affiliate of the issuer, or an underwriter, shall constitute a contract for sale of, sale of, offer for sale, or offer to sell the underlying securities."; and (C) by adding at the end the following: "(16) The terms 'security future', 'narrow-based security index', and 'security futures product' have the same meanings as provided in section 3(a)(55) of the Securities Exchange Act of 1934. ". (2) EXEMPTION FROM REGISTRATION.— Section 3(a) of the Securities Act of 1933 (15 U.S.C. 77c(a)) is amended by adding at the end the following: "(14) Any security futures product that is— "(A) cleared by a clearing agency registered under section 17A of the Securities Exchange Act of 1934 or exempt from registration under subsection (b)(7) of such section 17A; and "(B) traded on a national securities exchange or a national securities association registered pursuant to section 15A(a) of the Securities Exchange Act of 1934.". (3) CONFORMING AMENDMENT.— Section 12(a)(2) of the Securities Act of 1933 (15 U.S.C. 771(a)(2)) is amended by striking "paragraph (2)" and inserting "paragraphs (2) and (14)". (b) AMENDMENTS TO THE SECURITIES EXCHANGE ACT OF 1934.— (1) EXEMPTION FROM REGISTRATION.— Section 12(a) of the Securities Exchange Act of 1934 (15 U.S.C. 781(a)) is amended by adding at the end the following: "The provisions of this subsection shall not apply in respect of a security futures product traded on a national securities exchange.". (2) EXEMPTIONS FROM REPORTING REQUIREMENT. —Section 12(g)(5) of the Securities Exchange Act of 1934 (15 U.S.C. 781(g)(5)) is amended by adding at the end the following: "For purposes of this subsection, a security futures product shall not be considered a class of equity security of the issuer of the securities underlying the security futures product.". (3) TRANSACTIONS BY CORPORATE INSIDERS.—Section 16 of the Securities Exchange Act of 1934 (15 U.S.C. 78p) is amended by adding at the end the following: "(f) TREATMENT OF TRANSACTIONS IN SECURITY FUTURES PROD- UCTS. —The provisions of this section shall apply to ownership of and transactions in security futures products.". SEC. 209. AMENDMENTS TO THE INVESTMENT COMPANY ACT OF 1940 AND THE INVESTMENT ADVISERS ACT OF 1940. (a) DEFINITIONS UNDER THE INVESTMENT COMPANY ACT OF 1940 AND THE INVESTMENT ADVISERS ACT OF 1940.— (1) Section 2(a)(36) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(36)) is amended by inserting "security future," after "treasury stock,". (2) Section 202(a)(18) of the Investment Advisers Act of 1940 (15 U.S.C. 80b -2(a)(18)) is amended by inserting "security future," after "treasury stock,".
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