15 U.S.C. § 78nn — Tennessee Valley Authority

Page 473 TITLE 15—COMMERCE AND TRADE § 78nn § 78mm. General exemptive authority (a) Authority (1) In general Except as provided in subsection (b), but notwithstanding any other provision of this chapter, the Commission, by rule, regulation, or order, may conditionally or unconditionally exempt any person, security, or transaction, or any class or classes of persons, securities, or transactions, from any provision or provi- sions of this chapter or of any rule or regula- tion thereunder, to the extent that such ex- emption is necessary or appropriate in the public interest, and is consistent with the pro- tection of investors. (2) Procedures The Commission shall, by rule or regulation, determine the procedures under which an ex- emptive order under this section shall be granted and may, in its sole discretion, decline to entertain any application for an order of ex- emption under this section. (b) Limitation The Commission may not, under this section, exempt any person, security, or transaction, or any class or classes of persons, securities, or transactions from section 78o–5 of this title or the rules or regulations issued thereunder or (for purposes of section 78o–5 of this title and the rules and regulations issued thereunder) from any definition in paragraph (42), (43), (44), or (45) of section 78c(a) of this title. (c) Derivatives Unless the Commission is expressly authorized by any provision described in this subsection to grant exemptions, the Commission shall not grant exemptions, with respect to amendments made by subtitle B of the Wall Street Trans- parency and Accountability Act of 2010, with re- spect to paragraphs (65), (66), (68), (69), (70), (71), (72), (73), (74), (75), (76), and (79) of section 78c(a) of this title, and sections 78j–2(a), 78j–2(b), 78j–2(c), 78m–1, 78o–10, 78q–1(g), 78q–1(h), 78q–1(i), 78q–1(j), 78q–1(k), and 78q–1(l) of this title; pro- vided that the Commission shall have exemptive authority under this chapter with respect to se- curity-based swaps as to the same matters that the Commodity Futures Trading Commission has under the Wall Street Transparency and Ac- countability Act of 2010 with respect to swaps, including under section 6(c) of title 7. (June 6, 1934, ch. 404, title I, § 36, as added Pub. L. 104–290, title I, § 105(b), Oct. 11, 1996, 110 Stat. 3424; amended Pub. L. 111–203, title VII, § 772(a), July 21, 2010, 124 Stat. 1801.) Editorial Notes REFERENCES IN TEXT This chapter, referred to in subsecs. (a)(1) and (c), was in the original ‘‘this title’’. See References in Text note set out under section 78a of this title. The Wall Street Transparency and Accountability Act of 2010, referred to in subsec. (c), is title VII of Pub. L. 111–203, July 21, 2010, 124 Stat. 1641, which enacted chapter 109 (§ 8301 et seq.) of this title and enacted and amended numerous other sections and notes in the Code. Subtitle B of the Act enacted subchapter II (§ 8341 et seq.) of chapter 109 and sections 78c–3 to 78c–5, 78j–2, 78m–1, and 78o–10 of this title, amended sections 77b, 77b–1, 77e, 77q, 78c, 78c–1, 78f, 78i, 78j, 78m, 78o, 78p, 78q–1, 78t, 78u–1, 78u–2, 78bb, 78dd, 78mm, 80a–2, and 80b–2 of this title, enacted provisions set out as a note under section 77b of this title, and amended provisions set out as a note under section 78c of this title. For complete classification of this Act to the Code, see Short Title note set out under section 8301 of this title and Tables. AMENDMENTS 2010—Subsec. (c). Pub. L. 111–203 added subsec. (c). Statutory Notes and Related Subsidiaries EFFECTIVE DATE OF 2010 AMENDMENT Amendment by Pub. L. 111–203 effective on the later of 360 days after July 21, 2010, or, to the extent a provi- sion of subtitle B (§§ 761–774) of title VII of Pub. L. 111–203 requires a rulemaking, not less than 60 days after publication of the final rule or regulation imple- menting such provision of subtitle B, see section 774 of Pub. L. 111–203, set out as a note under section 77b of this title. § 78nn. Tennessee Valley Authority (a) In general Commencing with the issuance by the Ten- nessee Valley Authority of an annual report on Commission Form 10–K (or any successor there- to) for fiscal year 2006 and thereafter, the Ten- nessee Valley Authority shall file with the Com- mission, in accordance with such rules and regu- lations as the Commission has prescribed or may prescribe, such periodic, current, and sup- plementary information, documents, and reports as would be required pursuant to section 78m of this title if the Tennessee Valley Authority were an issuer of a security registered pursuant to section 78l of this title. Notwithstanding the preceding sentence, the Tennessee Valley Au- thority shall not be required to register any se- curities under this chapter, and shall not be deemed to have registered any securities under this chapter. (b) Limited treatment as issuer Commencing with the issuance by the Ten- nessee Valley Authority of an annual report on Commission Form 10–K (or any successor there- to) for fiscal year 2006 and thereafter, the Ten- nessee Valley Authority shall be deemed to be an issuer for purposes of section 78j–1 of this title, other than for subsection (m)(1) or (m)(3) of section 78j–1 of this title. The Tennessee Val- ley Authority shall not be required by this sub- section to comply with the rules issued by any national securities exchange or national securi- ties association in response to rules issued by the Commission pursuant to section 78j–1(m)(1) of this title. (c) No effect on TVA authority Nothing in this section shall be construed to diminish, impair, or otherwise affect the author- ity of the Board of Directors of the Tennessee Valley Authority to carry out its statutory functions under the Tennessee Valley Authority Act of 1933 [16 U.S.C. 831 et seq.]. (June 6, 1934, ch. 404, title I, § 37, as added Pub. L. 108–447, div. H, title V, § 520(2), Dec. 8, 2004, 118 Stat. 3267.) Page 474 TITLE 15—COMMERCE AND TRADE § 78oo Editorial Notes REFERENCES IN TEXT This chapter, referred to in subsec. (a), was in the original ‘‘this title’’. See References in Text note set out under section 78a of this title and Codification note below. The Tennessee Valley Authority Act of 1933, referred to in subsec. (c), is act May 18, 1933, ch. 32, 48 Stat. 58, which is classified generally to chapter 12A (§ 831 et seq.) of Title 16, Conservation. For complete classifica- tion of this Act to the Code, see section 831 of Title 16 and Tables. CODIFICATION Pub. L. 108–447, which directed amendment of the Se- curities Exchange Act of 1934 by adding this section at the end, is reflected in the source credit above as add- ing this section to title I of the Securities Exchange Act of 1934, to reflect the probable intent of Congress. § 78oo. Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, Federal Home Loan Banks (a) Federal National Mortgage Association and Federal Home Loan Mortgage Corporation No class of equity securities of the Federal Na- tional Mortgage Association or the Federal Home Loan Mortgage Corporation shall be treated as an exempted security for purposes of section 78l, 78m, 78n, or 78p of this title. (b) Federal Home Loan Banks (1) Registration Each Federal Home Loan Bank shall register a class of its common stock under section 78l(g) of this title, not later than 120 days after July 30, 2008, and shall thereafter maintain such registration and be treated for purposes of this chapter as an ‘‘issuer’’, the securities of which are required to be registered under sec- tion 78l of this title, regardless of the number of members holding such stock at any given time. (2) Standards relating to audit committees Each Federal Home Loan Bank shall comply with the rules issued by the Commission under section 78j–1(m) of this title. (c) Definitions For purposes of this section, the following definitions shall apply: (1) Federal Home Loan Bank; member The terms ‘‘Federal Home Loan Bank’’ and ‘‘member’’, have the same meanings as in sec- tion 1422 of title 12. (2) Federal National Mortgage Association The term ‘‘Federal National Mortgage Asso- ciation’’ means the corporation created by the Federal National Mortgage Association Char- ter Act [12 U.S.C. 1716 et seq.]. (3) Federal Home Loan Mortgage Corporation The term ‘‘Federal Home Loan Mortgage Corporation’’ means the corporation created by the Federal Home Loan Mortgage Corpora- tion Act [12 U.S.C. 1451 et seq.]. (June 6, 1934, ch. 404, title I, § 38, as added Pub. L. 110–289, div. A, title I, § 1112, July 30, 2008, 122 Stat. 2677.) Editorial Notes REFERENCES IN TEXT This chapter, referred to in subsec. (b)(1), was in the original ‘‘this title’’. See References in Text note set out under section 78a of this title and Codification note below. The Federal National Mortgage Association Charter Act, referred to in subsec. (c)(2), is title III of act June 27, 1934, ch. 847, 48 Stat. 1252, which is classified gen- erally to subchapter III (§ 1716 et seq.) of chapter 13 of Title 12, Banks and Banking. For complete classifica- tion of this Act to the Code, see Short Title note set out under section 1716 of Title 12 and Tables. The Federal Home Loan Mortgage Corporation Act, referred to in subsec. (c)(3), is title III of Pub. L. 91–351, July 24, 1970, 84 Stat. 451, which is classified generally to chapter 11A (§ 1451 et seq.) of Title 12, Banks and Banking. For complete classification of this Act to the Code, see Short Title and Statement of Purpose note set out under section 1451 of Title 12 and Tables. CODIFICATION Pub. L. 110–289, which directed amendment of the Se- curities Exchange Act of 1934 by adding this section at the end, is reflected in the source credit above as add- ing this section to title I of the Securities Exchange Act of 1934, to reflect the probable intent of Congress. § 78pp. Investor Advisory Committee (a) Establishment and purpose (1) Establishment There is established within the Commission the Investor Advisory Committee (referred to in this section as the ‘‘Committee’’). (2) Purpose The Committee shall— (A) advise and consult with the Commis- sion on— (i) regulatory priorities of the Commis- sion; (ii) issues relating to the regulation of securities products, trading strategies, and fee structures, and the effectiveness of dis- closure; (iii) initiatives to protect investor inter- est; and (iv) initiatives to promote investor con- fidence and the integrity of the securities marketplace; and (B) submit to the Commission such find- ings and recommendations as the Committee determines are appropriate, including rec- ommendations for proposed legislative changes. (b) Membership (1) In general The members of the Committee shall be— (A) the Investor Advocate; (B) a representative of State securities commissions; (C) a representative of the interests of sen- ior citizens; and (D) not fewer than 10, and not more than 20, members appointed by the Commission, from among individuals who— (i) represent the interests of individual equity and debt investors, including inves- tors in mutual funds; (ii) represent the interests of institu- tional investors, including the interests of