Page:United States Statutes at Large Volume 114 Part 5.djvu/491

 PUBLIC LAW 106-554—APPENDIX E 114 STAT. 2763A-451 "(B) entered into directly or through an underwriter (as defined in section 2(a) of the Securities Act of 1933) by the issuer of such security for the purposes of raising capital, unless such agreement, contract, or transaction is entered into to manage a risk associated with capital raising. "(c) RULE OF CONSTRUCTION REGARDING MASTER AGREE- MENTS.— As used in this section, the term 'swap agreement' shall be construed to include a master agreement that provides for an agreement, contract, or transaction that is a swap agreement pursuant to subsections (a) and (b), together with all supplements to any such master agreement, without regard to whether the master agreement contains an agreement, contract, or transaction that is not a swap agreement pursuant to subsections (a) and (b), except that the master agreement shall be considered to be a swap agreement only with respect to each agreement, contract, or transaction under the master agreement that is a swap agreement pursuant to subsections (a) and (b). "SEC. 20eB. SECURITY-BASED SWAP AGREEMENT. "As used in this section, the term 'security-based swap agreement' means a swap agreement (as defined in section 206A) of which a material term is based on the price, yield, value, or volatility of any security or any group or index of securities, or any interest therein. "SEC. 206C. NON -SECURITY-BASED SWAP AGREEMENT. "As used in this section, the term 'non-security-based swap agreement' means any swap agreement (as defined in section 206A) that is not a security-based swap agreement (as defined in section 206B).". (b) SECURITY DEFINITION.— As used in the amendment made by subsection (a), the term "security" has the same meaning as in section 2(a)(1) of the Securities Act of 1933 or section 3(a)(10) of the Securities Exchange Act of 1934. SEC. 302. AMENDMENTS TO THE SECURITIES ACT OF 1933. (a) ENFORCEMENT FOCUS. —The Securities Act of 1933 is amended by inserting after section 2 (15 U.S.C. 77b) the following new section: "SEC. 2A. SWAP AGREEMENTS. " (a) NON-SECURITY-BASED SWAP AGREEMENTS.— The definition of 'security' in section 2(a)(1) of this title does not include any non-security-based swap agreement (as defined in section 206C of the Gramm-Leach-Bliley Act). "(b) SECURITY-BASED SWAP AGREEMENTS. -— "(1) The definition of 'security' in section 2(a)(1) of this title does not include any security-based swap agreement (as defined in section 206B of the Gramm-Leach-Bliley Act). "(2) The Commission is prohibited from registering, or requiring, recommending, or suggesting, the registration under this title of any security-based swap agreement (as defined in section 206B of the Gramm-Leach-Bliley Act). If the Commission becomes aware that a registrant has filed a registration

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