Page:United States Statutes at Large Volume 114 Part 5.djvu/492

 114 STAT. 2763A-452 PUBLIC LAW 106-554—APPENDIX E statement with respect to such a swap agreement, the Commission shall promptly so notify the registrant. Any such registration statement with respect to such a swap agreement shall be void and of no force or effect. "(3) The Commission is prohibited from— "(A) promulgating, interpreting, or enforcing rules; or "(B) issuing orders of general applicability; under this title in a manner that imposes or specifies reporting or recordkeeping requirements, procedures, or standards as prophylactic measures against fraud, manipulation, or insider trading with respect to any security-based swap agreement (as defined in section 206B of the Gramm-Leach-Bliley Act). "(4) References in this title to the 'purchase' or 'sale' of a security-based swap agreement shall be deemed to mean the execution, termination (prior to its scheduled maturity date), assignment, exchange, or similar transfer or conveyance of, or extinguishing of rights or obligations under, a security- based swap agreement (as defined in section 206B of the Gramm-Leach-Bliley Act), as the context may require.". (b) ANTI-FRAUD AND ANTI-MANIPULATION ENFORCEMENT AUTHORITY. —Section 17(a) of the Securities Act of 1933 (15 U.S.C. 77q(a)) is amended to read as follows: "(a) It shall be unlawful for any person in the offer or sale of any securities or any security-based swap agreement (as defined in section 206B of the Gramm-Leach-Bliley Act) by the use of any means or instruments of transportation or communication in interstate commerce or by use of the mails, directly or indirectly— "(1) to employ any device, scheme, or artifice to defraud, or "(2) to obtain money or property by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or "(3) to engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon the purchaser.". (c) LIMITATION. —Section 17 of the Securities Act of 1933 is amended by adding at the end the following new subsection: "(d) The authority of the Commission under this section with respect to security-based swap agreements (as defined in section 206B of the Gramm-Leach-Bliley Act) shall be subject to the restrictions and limitations of section 2A(b) of this title.". SEC. 303. AMENDMENTS TO THE SECURITIES EXCHANGE ACT OF 1934. (a) ENFORCEMENT FOCUS.— The Securities Exchange Act of 1934 is amended by inserting after section 3 (15 U.S.C. 78c) the following new section: "SEC. 3A. SWAP AGREEMENTS. "(a) NON-SECURITY-BASED SWAP AGREEMENTS.— The definition of 'security' in section 3(a)(10) 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 3(a)(10) of this title does not include any security-based swap agreement (as defined in section 206B of the Gramm-Leach-Bliley Act).

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