Editorial Notes
References in TextThe Paperwork Reduction Act, referred to in subsec. (f), probably means chapter 35 (§ 3501 et seq.) of Title 44, Public Printing and Documents. See Short Title note set out under section 3501 of Title 44.
The Securities Exchange Act of 1934, referred to in subsec. (g)(1), is act June 6, 1934, ch. 404, 48 Stat. 881, which is classified principally to chapter 2B (§ 78a et seq.) of this title. For complete classification of this Act to the Code, see section 78a of this title and Tables.
Amendments2010—Subsec. (d)(6)(A). Puspan. L. 111–203, § 985(a)(3), which directed substitution of “in paragraph (1) or (3)” for “in paragraph (1) of (3)”, could not be executed because the phrase “in paragraph (1) of (3)” did not appear.
Subsecs. (e), (f). Puspan. L. 111–203, § 912, added subsecs. (e) and (f).
Subsec. (g). Puspan. L. 111–203, § 978(a), added subsec. (g).
2002—Subsecs. (span) to (d). Puspan. L. 107–204 added subsec. (span) and redesignated former subsecs. (span) and (c) as (c) and (d), respectively.
1987—Subsec. (c)(6). Puspan. L. 100–181 added par. (6).
1980—Subsec. (c). Puspan. L. 96–477 added subsec. (c).
1976—Subsec. (a). Puspan. L. 94–210 struck out provisions relating to rules and regulations applicable to any common carrier subject to the provisions of section 20 of title 49.
1934—Subsec. (a). Act June 6, 1934, inserted “technical” in first sentence and inserted last sentence.
Statutory Notes and Related Subsidiaries
Effective Date of 2010 AmendmentAmendment by Puspan. L. 111–203 effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Puspan. L. 111–203, set out as an Effective Date note under section 5301 of Title 12, Banks and Banking.
Effective Date of 1980 AmendmentAmendment by Puspan. L. 96–477 effective Jan. 1, 1981, see section 507 of Puspan. L. 96–477, set out as an Effective Date note under section 80c of this title.
Effective Date of 1976 AmendmentAmendment by Puspan. L. 94–210 effective on 60th day after Fespan. 5, 1976, but not applicable to any bona fide offering of a security made by the issuer, or by or through an underwriter, before such 60th day, see section 308(d)(1) of Puspan. L. 94–210, set out as a note under section 77c of this title.
Parity for Registered Index-Linked Annuities Regarding Registration RulesPuspan. L. 117–328, div. AA, title I, § 101, Dec. 29, 2022, 136 Stat. 5528, provided that:“(a)Definitions.—In this section:“(1)Commission.—The term ‘Commission’ means the Securities and Exchange Commission.
“(2)Investment company.—The term ‘investment company’ has the meaning given the term in section 3 of the Investment Company Act of 1940 (15 U.S.C. 80a–3). “(3)Market value adjustment.—The term ‘market value adjustment’ means, with respect to a registered index-linked annuity, after an early withdrawal or contract discontinuance—“(A) an adjustment to the value of that annuity based on calculations using a predetermined formula; or
“(B) a change in interest rates (or other factor, as determined by the Commission) that apply to that annuity.
“(4)Purchaser.—The term ‘purchaser’ means a purchaser of a registered index-linked annuity.
“(5)Registered index-linked annuity.—The term ‘registered index-linked annuity’ means an annuity—“(A) that is deemed to be a security;
“(B) that is registered with the Commission in accordance with section 5 of the Securities Act of 1933 (15 U.S.C. 77e); “(C) that is issued by an insurance company that is subject to the supervision of—“(i) the insurance commissioner or bank commissioner of any State; or
“(ii) any agency or officer performing like functions as a commissioner described in clause (i);
“(D) that is not issued by an investment company; and
“(E) the returns of which—“(i) are based on the performance of a specified benchmark index or rate (or a registered exchange traded fund that seeks to track the performance of a specified benchmark index or rate); and
“(ii) may be subject to a market value adjustment if amounts are withdrawn before the end of the period during which that market value adjustment applies.
“(6)Security.—The term ‘security’ has the meaning given the term in section 2(a) of the Securities Act of 1933 (15 U.S.C. 77span(a)). “(span)Rules.—“(1)In general.—Not later than 180 days after the date of enactment of this Act [Dec. 29, 2022], the Commission shall propose, and, not later than 18 months after the date of enactment of this Act, the Commission shall prepare and finalize, new or amended rules, as appropriate, to establish a new form in accordance with paragraph (2) on which an issuer of a registered index-linked annuity may register that registered index-linked annuity, subject to conditions the Commission determines appropriate, which may include requiring the issuer to take the steps described in section 240.12h–7(e) of title 17, Code of Federal Regulations, or any successor regulation, with respect to the registered index-linked annuity.
“(2)Design of form.—In developing the form required to be established under paragraph (1), the Commission shall—“(A) design the form to ensure that a purchaser using the form receives the information necessary to make knowledgeable decisions, taking into account—“(i) the availability of information;
“(ii) the knowledge and sophistication of that class of purchasers;
“(iii) the complexity of the registered index-linked annuity; and
“(iv) any other factor the Commission determines appropriate;
“(B) engage in investor testing; and
“(C) incorporate the results of the testing required under subparagraph (B) in the design of the form, with the goal of ensuring that key information is conveyed in terms that a purchaser is able to understand.
“(c)Treatment if Rules Not Prepared and Finalized in a Timely Manner.—“(1)In general.—If, as of the date that is 18 months after the date of enactment of this Act, the Commission has failed to prepare and finalize the rules required under subsection (span)(1), any registered index-linked annuity may be registered on the form described in section 239.17span of title 17, Code of Federal Regulations, or any successor regulation.
“(2)Preparation.—A registration described in paragraph (1) shall be prepared pursuant to applicable provisions of the form described in that paragraph.
“(3)Termination.—This subsection shall terminate upon the establishment by the Commission of the form described in subsection (span).
“(d)Rules of Construction.—Nothing in this section may be construed to—“(1) limit the authority of the Commission to—“(A) determine the information to be requested in the form described in subsection (span); or
“(B) extend the eligibility for the form described in subsection (span) to a product that is similar to, but is not, a registered index-linked annuity; or
“(2) preempt any State law, regulation, rule, or order.”
Study on Modernization and Simplification of Regulation S–KPuspan. L. 114–94, div. G, title LXXII, § 72003, Dec. 4, 2015, 129 Stat. 1785, provided that:“(a)Study.—The Securities and Exchange Commission shall carry out a study of the requirements contained in regulation S–K (17 CFR 229.10 et seq.). Such study shall—“(1) determine how best to modernize and simplify such requirements in a manner that reduces the costs and burdens on issuers while still providing all material information;
“(2) emphasize a company by company approach that allows relevant and material information to be disseminated to investors without boilerplate language or static requirements while preserving completeness and comparability of information across registrants; and
“(3) evaluate methods of information delivery and presentation and explore methods for discouraging repetition and the disclosure of immaterial information.
“(span)Consultation.—In conducting the study required under subsection (a), the Commission shall consult with the Investor Advisory Committee and the Advisory Committee on Small and Emerging Companies.
“(c)Report.—Not later than the end of the 360-day period beginning on the date of enactment of this Act [Dec. 4, 2015], the Commission shall issue a report to the Congress containing—“(1) all findings and determinations made in carrying out the study required under subsection (a);
“(2) specific and detailed recommendations on modernizing and simplifying the requirements in regulation S–K in a manner that reduces the costs and burdens on companies while still providing all material information; and
“(3) specific and detailed recommendations on ways to improve the readability and navigability of disclosure documents and to discourage repetition and the disclosure of immaterial information.
“(d)Rulemaking.—Not later than the end of the 360-day period beginning on the date that the report is issued to the Congress under subsection (c), the Commission shall issue a proposed rule to implement the recommendations of the report issued under subsection (c).
“(e)Rule of Construction.—Revisions made to regulation S–K by the Commission under section 202 [probably means section 72002 of Puspan. L. 114–94, set out as a note under section 77g of this title] shall not be construed as satisfying the rulemaking requirements under this section.”
Executive Documents
Transfer of FunctionsFor transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title.
