S.Amdt. 4101

SA 4101. Mr. MERKLEY (for himself and Mr. Levin) submitted an
amendment intended to be proposed to amendment SA 3739 proposed by Mr.
Reid (for Mr. Dodd (for himself and Mrs. Lincoln)) to the bill S. 3217,
to promote the financial stability of the United States by improving
accountability and transparency in the financial system, to end ``too
big to fail'', to protect the American taxpayer by ending bailouts, to
protect consumers from abusive financial services practices, and for
other purposes; which was ordered to lie on the table; as follows:

On page 484, strike line 16 and all that follows through
page 497, line 8, and insert the following:

SEC. 619. PROHIBITIONS ON PROPRIETARY TRADING AND CERTAIN
RELATIONSHIPS WITH HEDGE FUNDS AND PRIVATE
EQUITY FUNDS.

The Bank Holding Company Act of 1956 (12 U.S.C. 1841 et
seq.) is amended by adding at the end the following:

``SEC. 13. PROHIBITIONS ON PROPRIETARY TRADING AND CERTAIN
RELATIONSHIPS WITH HEDGE FUNDS AND PRIVATE
EQUITY FUNDS.

``(a) In General.--
``(1) Prohibition.--Unless otherwise provided in this
section, a banking entity shall not--

[[Page S3936]]

``(A) engage in proprietary trading; or
``(B) acquire or retain any equity, partnership, or other
ownership interest in or sponsor a hedge fund or a private
equity fund.
``(2) Nonbank financial companies supervised by the
board.--Any nonbank financial company supervised by the Board
that engages in proprietary trading or takes or retains any
equity, partnership, or other ownership interest in or
sponsors a hedge fund or a private equity fund shall be
subject by the Board to additional capital requirements for
and additional quantitative limits with regards to such
proprietary trading and taking or retaining any equity,
partnership, or other ownership interest in or sponsorship of
a hedge fund or a private equity fund, except that permitted
activities as described in subsection (d) shall be subject to
additional capital and additional quantitative limits as
prescribed pursuant to subsection (d)(3).
``(b) Study and Rulemaking.--
``(1) Study.--Not later than 6 months after the date of
enactment of this section, the Financial Stability Oversight
Council shall study and make recommendations on implementing
the provisions of this section so as to--
``(A) promote and enhance the safety and soundness of
banking entities;
``(B) protect taxpayers and enhance financial stability by
minimizing the risk that insured depository institutions and
the affiliates of insured depository institutions will engage
in unsafe and unsound activities;
``(C) limit the inappropriate transfer of Federal subsidies
from institutions that benefit from deposit insurance and
liquidity facilities of the Federal Government to unregulated
entities;
``(D) reduce conflicts of interest between the self-
interest of banking entities and nonbank financial companies
supervised by the Board, and the interests of the customers
of such entities and companies;
``(E) limit activities that have caused undue risk or loss
in banking entities and nonbank financial companies
supervised by the Board, or that might reasonably be expected
to create undue risk or loss in such banking entities and
nonbank financial companies supervised by the Board;
``(F) appropriately accommodate the business of insurance
within an insurance company subject to regulation in
accordance with the relevant insurance company investment
laws while protecting the safety and soundness of any banking
entity with which such insurance company is affiliated, and
of the United States financial system; and
``(G) appropriately time the divestiture of illiquid assets
that are affected by the implementation of the prohibitions
under subsection (a).
``(2) Rulemaking.--
``(A) In general.--Not later than 9 months after the
completion of the study under paragraph (1), the appropriate
Federal banking agencies, the Securities and Exchange
Commission, and the Commodity Futures Trading Commission,
(unless otherwise provided in this section) shall consider
the findings of the study under paragraph (1) and adopt rules
to carry out this section, as provided in subparagraph (B).
``(B) Coordinated rulemaking.--
``(i) Regulatory authority.--The regulations issued under
this paragraph and subsections (d) and (e) shall be issued
by--

``(I) the appropriate Federal banking agencies, jointly,
with respect to insured depository institutions;
``(II) the Board, with respect to any company that controls
an insured depository institution, or that is treated as a
bank holding company for purposes of section 8 of the
International Banking Act, any subsidiary of such a company
(other than a subsidiary described in subparagraph (A) or
(C)), and any nonbank financial company supervised by the
Board;
``(III) the Commodity Futures Trading Commission, with
respect to any entity for which the Commodity Futures Trading
Commission is the primary financial regulatory agency, as
defined in section 2 of the Restoring American Financial
Stability Act of 2010; and
``(IV) the Securities and Exchange Commission, with respect
to any entity for which the Securities and Exchange
Commission is the primary financial regulatory agency, as
defined in section 2 of the Restoring American Financial
Stability Act of 2010.

``(ii) Coordination, consistency, and comparability.--In
developing and issuing regulations pursuant to this section,
the appropriate Federal banking agencies, the Securities and
Exchange Commission, and the Commodity Futures Trading
Commission shall consult and coordinate with each other, as
appropriate, for the purposes of assuring, to the extent
possible, that such regulations are comparable and provide
for consistent application and implementation of the
applicable provisions of this section to avoid providing
advantages or imposing disadvantages to the companies
affected by this subsection and to protect the safety and
soundness of banking entities and nonbank financial companies
supervised by the Board.
``(iii) Council role.--The Chairperson of the Council shall
be responsible for coordination of the regulations issued
under this section.
``(c) Effective Date.--
``(1) In general.--Except as provided in paragraphs (2) and
(3), this section shall take effect on the earlier of--
``(A) 12 months after the issuance of final rules under
subsection (b); or
``(B) 2 years after the date of enactment of this section.
``(2) Transition period for divestiture of hedge funds or
private equity funds by banking entities.--
``(A) No new investments.--
``(i) No new funds.--On and after the date of enactment of
this section, a banking entity may not sponsor or invest in a
hedge fund or private equity fund that the banking entity did
not sponsor or in which the banking entity was not invested
on May 1, 2010.
``(ii) No additional capital or assets.--On and after the
date of enactment of this section, a banking entity may not
sell, transfer, loan, or otherwise provide any additional
capital or assets to a hedge fund or private equity fund
sponsored by the banking entity or in which the banking
entity invests, except to the extent necessary to fulfill a
contractual obligation that was in effect on May 1, 2010.
``(B) Reduction of existing investments.--Except as
provided in paragraph (3), on and after the date that is 2
years after the effective date of this section, the aggregate
amount of equity, partnership, or other ownership interests
in all hedge funds and private equity funds held by a banking
entity shall not exceed 2 percent of the Tier I capital of
the banking entity.
``(C) Total divestiture.--On and after the date that is 5
years after the effective date of this section, no banking
entity may engage in any activity prohibited under subsection
(a)(1)(B), except as provided in paragraph (3).
``(3) Transition period for illiquid funds.--
``(A) Definition.--In this paragraph, the term `illiquid
fund' means a hedge fund or private equity fund that, as of
May 1, 2010, was principally invested in or is invested in
illiquid assets, and committed to principally invest in
illiquid assets, such as portfolio companies, real estate
investments, and venture capital investments, and that
maintains the investment strategy of the fund that was in
place as of May 1, 2010, regarding principally investing in
illiquid assets. In issuing rules under this subparagraph,
the Board shall take into consideration the terms of
investment for the hedge fund or private equity fund,
including contractual obligations, the ability of the fund to
divest of assets held by the fund, and any other factors that
the Board determines are appropriate.
``(B) Transition.--
``(i) In general.--During the 4-year period beginning on
the date of enactment of this section, a banking entity may
only take an equity, partnership, or ownership interest in,
or otherwise provide additional capital to, an illiquid fund
to the extent necessary to fulfill a contractual obligation
of the banking entity to the illiquid fund that was in effect
on May 1, 2010.
``(ii) Limitations.--A banking entity may not exercise an
option to renew, or otherwise extend the duration of, any
contractual obligation described in clause (i) and shall
exercise any contractual option permitting the banking entity
to exit the illiquid fund if and when such option becomes
available. A banking entity may elect not to exercise an
option described in the preceding sentence, to the extent
that the maintenance of an investment would be permitted
under paragraph (2).
``(iii) Extension.--

``(I) Approval required.--If a contractual obligation of a
banking entity described in clause (i) extends beyond the 4-
year period beginning on the date of enactment of this
section, the banking entity may not continue to make the
investment required under the contractual obligation without
the prior written approval of the Board. In determining
whether to grant an extension under this clause, the Board
shall evaluate whether the proposed investment meets the
requirements of this subparagraph.
``(II) Time limit on approval.--The Board may approve an
investment described in subclause (I) for a period of not
longer than 2 years for each extension.
``(III) Limit on number of approvals.--The Board may not
approve an investment described in subclause (I) more than 3
times.

``(iv) Divestiture required.--Except as otherwise permitted
under subsection (d), no banking entity may engage in any
activity prohibited under subsection (a)(1)(B) after the
earlier of --

``(I) the date on which the contractual obligation to
invest in the illiquid fund terminates; and
``(II) the date on which the approval by the Board under
clause (iii) expires.

``(4) Additional capital.--Notwithstanding paragraph (2) or
(3), on and after the effective date under paragraph (1), the
Board may impose additional capital requirements, and any
other restrictions, as the Board determines appropriate, on
any equity, partnership, or ownership interest in or
sponsorship of a hedge fund or private equity fund by a
banking entity or nonbank financial company supervised by the
Board, including on a case-by-case basis, as the Board
determines appropriate.
``(5) Rulemaking.--Not later than 6 months after the date
of enactment of this section, the Board shall issues rules to
implement paragraphs (2), (3), and (4).
``(d) Permitted Activities.--
``(1) In general.--Notwithstanding the restrictions in
subsection (a), to the extent permitted by any other
provision of Federal or State law, and subject to the
limitations under paragraph (2) and any restrictions or
limitations that the appropriate Federal

[[Page S3937]]

banking agencies, the Securities and Exchange Commission, and
the Commodity Futures Trading Commission, may determine, the
following activities (in this section referred to as
`permitted activities') are permitted:
``(A) The purchase, sale, acquisition, or disposition of
obligations of the United States or any agency thereof;
obligations, participations, or other instruments of or
issued by the Government National Mortgage Association, the
Federal National Mortgage Association, the Federal Home Loan
Mortgage Corporation, a Federal Home Loan Bank, the Federal
Agricultural Mortgage Corporation, or a Farm Credit System
institution chartered under and subject to the provisions of
the Farm Credit Act of 1971 (12 U.S.C. 2001 et seq.), and
obligations of any State or of any political subdivision
thereof.
``(B) The purchase, sale, acquisition, or disposition of
securities and other instruments described in subsection
(h)(4) in connection with underwriting, market-making, or in
facilitation of customer relationships, to the extent that
any such activities permitted by this subparagraph are
designed to not exceed the reasonably expected near term
demands of clients, customers, or counterparties.
``(C) Risk-mitigating hedging activities designed to reduce
the specific risks to a banking entity or nonbank financial
company supervised by the Board.
``(D) The purchase, sale, acquisition, or disposition of
securities and other instruments described in subsection
(h)(4) on behalf of customers.
``(E) Investments in one or more small business investment
companies, as defined in section 102 of the Small Business
Investment Act of 1958 (15 U.S.C. 662), or investments
designed primarily to promote the public welfare, as provided
in paragraph (11) of section 5136 of the Revised Statutes of
the United States (12 U.S.C. 24).
``(F) The purchase, sale, acquisition, or disposition of
securities and other instruments described in subsection
(h)(4) by a regulated insurance company directly engaged in
the business of insurance for the general account of the
company and by any affiliate of such regulated insurance
company, provided that such activities by any affiliate are
solely for the general account of the regulated insurance
company, if--
``(i) the purchase, sale, acquisition, or disposition is
conducted in compliance with, and subject to, the insurance
company investment laws, regulations, and written guidance of
the State or jurisdiction in which each such insurance
company is domiciled; and
``(ii) the appropriate Federal banking agencies, after
consultation with the Financial Stability Oversight Council
and the relevant insurance commissioners of the States and
territories of the United States, have not jointly
determined, after notice and comment, that a particular law,
regulation, or written guidance described in clause (i) is
insufficient to protect the safety and soundness of the
banking entity or nonbank financial company supervised by the
Board, or of the financial stability of the United States.
``(G) Organizing and offering a private equity or hedge
fund, including serving as a general partner, managing
member, or trustee of the fund and in any manner selecting or
controlling (or having employees, officers, directors, or
agents who constitute) a majority of the directors, trustees,
or management of the fund, including any necessary expenses
for the foregoing, only if--
``(i) the banking entity provides bona fide trust,
fiduciary, or investment advisory services;
``(ii) the fund is organized and offered only in connection
with the provision of bona fide trust, fiduciary, or
investment advisory services and only to persons that are
customers of such services of the banking entity;
``(iii) the banking entity does not acquire or retain an
equity interest, partnership interest, or other ownership
interest in the funds;
``(iv) the banking entity does not enter into or otherwise
engage in any transaction with the hedge fund or private
equity fund that is a covered transaction, as defined in
section 23A of the Federal Reserve Act (12 U.S.C. 371c);
``(v) the obligations or performance of the hedge fund or
private equity fund are not guaranteed, assumed, or otherwise
covered, directly or indirectly, by the banking entity or any
subsidiary or affiliate of the banking entity;
``(vi) the banking entity does not share with the hedge
fund or private equity fund, for corporate, marketing,
promotional, or other purposes, the same name or a variation
of the same name;
``(vii) no director or employee of the banking entity takes
or retains an equity interest, partnership interest, or other
ownership interest in, except for any director or employee of
the banking entity who is directly engaged in providing
investment advisory or other services to the hedge fund or
private equity fund; and
``(viii) the banking entity complies with any rules of the
appropriate Federal banking agencies, the Securities and
Exchange Commission, or the Commodity Futures Trading
Commission designed to ensure that losses in such hedge fund
or private equity fund are borne solely by investors in the
fund and not by the banking entity.
``(H) Proprietary trading conducted by a company pursuant
to paragraph (9) or (13) of section 4(c), provided that the
trading occurs solely outside of the United States and that
the banking entity or nonbank financial company supervised by
the Board is not directly or indirectly controlled by a
United States person.
``(I) The acquisition or retention of any equity,
partnership, or other ownership interest in, or the
sponsorship of, a hedge fund or a private equity fund by a
banking entity or nonbank financial company supervised by the
Board pursuant to paragraph (9) or (13) of section 4(c)
solely outside of the United States, provided that no
ownership interest in such hedge fund or private equity fund
is offered for sale or sold to a resident of the United
States and that the banking entity or nonbank financial
company supervised by the Board is not directly or indirectly
controlled by a company that is organized in the United
States.
``(J) Such other activity as the appropriate Federal
banking agencies, the Securities and Exchange Commission, and
the Commodity Futures Trading Commission determine through
regulation, as provided in subsection (b)(2)(B), would
promote and protect the safety and soundness of the banking
entity or nonbank financial company supervised by the Board
and the financial stability of the United States.
``(2) Limitation on permitted activities.--
``(A) In general.--No transaction, class of transactions,
or activity may be deemed a permitted activity under
paragraph (1) if it--
``(i) would involve or result in a material conflict of
interest (as such term shall be defined jointly by rule)
between the banking entity or the nonbank financial company
supervised by the Board and its clients, customers, or
counterparties;
``(ii) would result, directly or indirectly, in an unsafe
and unsound exposure by the banking entity or nonbank
financial company supervised by the Board to high-risk assets
or high-risk trading strategies (as such terms shall be
defined jointly by rule);
``(iii) would pose a threat to the safety and soundness of
such banking entity or nonbank financial company supervised
by the Board; or
``(iv) would pose a threat to the financial stability of
the United States.
``(B) Rulemaking.--The appropriate Federal banking
agencies, the Securities and Exchange Commission, and the
Commodity Futures Trading Commission shall issue regulations
to implement subparagraph (A), as part of the regulations
issued under subsection (b)(2).
``(3) Capital and quantitative limitations.--The Board
shall adopt rules, as provided under subsection (b)(2),
imposing additional capital requirements and quantitative
limitations regarding the activities permitted under this
section if the Board determines that additional capital and
quantitative limitations are appropriate to protect the
safety and soundness of the banking entities and nonbank
financial companies supervised by the Board engaged in such
activities.
``(e) Anti-evasion.--
``(1) Rulemaking.--The appropriate Federal banking
agencies, the Securities and Exchange Commission, and the
Commodity Futures Trading Commission shall issue regulations
as part of the rulemaking provided for in subsection (b)(2)
regarding internal controls and recordkeeping in order to
insure compliance with this section.
``(2) Termination of activities or investment.--
Notwithstanding any other provision of law, whenever an
appropriate Federal banking agency, the Securities and
Exchange Commission, or the Commodity Futures Trading
Commission, as appropriate, has reasonable cause to believe
that a banking entity or nonbank financial company supervised
by the Board under the respective agency's jurisdiction has
made an investment or engaged in an activity in a manner that
functions as an evasion of the requirements of this section
(including through an abuse of any permitted activity) or
otherwise violates the restrictions under this section, the
appropriate Federal banking agency, the Securities and
Exchange Commission, or the Commodity Futures Trading
Commission, as appropriate, shall order, after due notice and
opportunity for hearing, the banking entity or nonbank
financial company supervised by the Board to terminate the
activity and, as relevant, dispose of the investment. Nothing
in this subparagraph shall be construed to limit the inherent
authority of any Federal agency or State regulatory authority
to further restrict any investments or activities under
otherwise applicable provisions of law.
``(f) Limitations on Relationships With Hedge Funds and
Private Equity Funds.--
``(1) In general.--No banking entity that serves, directly
or indirectly, as the investment manager or investment
adviser to a hedge fund or private equity fund may enter into
a covered transaction, as defined in section 23A of the
Federal Reserve Act (12 U.S.C. 371c) with the hedge fund or
private equity fund.
``(2) Treatment as member bank.--A banking entity that
serves, directly or indirectly, as the investment manager or
investment adviser to a hedge fund or private equity fund
shall be subject to section 23B of the Federal Reserve Act
(12 U.S.C. 371c-1), as if such person were a member bank and
such hedge fund or private equity fund were an affiliate
thereof.
``(3) Covered transactions with unaffiliated hedge funds
and private equity funds.--No banking entity may enter into a
covered transaction, as defined in section

[[Page S3938]]

23A of the Federal Reserve Act (12 U.S.C. 371c), with any
hedge fund or private equity fund organized and offered by
the banking entity or with any hedge fund or private equity
fund in which such hedge fund or private equity fund has
taken any equity, partnership, or other ownership interest.
``(g) Rules of Construction.--
``(1) Limitation on contrary authority.--Any prohibitions
or restrictions under this section shall apply even though
such activities may be authorized for a banking entity or a
nonbank financial company supervised by the Board under any
other provision of law.
``(2) Sale or securitization of loans.--Nothing in this
section shall be construed to limit or restrict the ability
of a banking entity or nonbank financial company supervised
by the Board to sell or securitize loans in a manner
otherwise permitted by law.
``(3) Authority of federal agencies and state regulatory
authorities.--Nothing in this section shall be construed to
limit the inherent authority of any Federal agency or State
regulatory authority under otherwise applicable provisions of
law.
``(h) Definitions.--In this section, the following
definitions shall apply:
``(1) Banking entity.--The term `banking entity' means any
insured depository institution (as defined in section 3 of
the Federal Deposit Insurance Act (12 U.S.C. 1813)), any
company that controls an insured depository institution, or
that is treated as a bank holding company for purposes of
section 8 of the International Banking Act, and any affiliate
or subsidiary of any such entity. For purposes of this
paragraph, the term `insured depository institution' does not
include an institution that functions solely in a trust or
fiduciary capacity, if--
``(A) all or substantially all of the deposits of such
institution are in trust funds and are received in a bona
fide fiduciary capacity;
``(B) no deposits of such institution which are insured by
the Federal Deposit Insurance Corporation are offered or
marketed by or through an affiliate of such institution;
``(C) such institution does not accept demand deposits or
deposits that the depositor may withdraw by check or similar
means for payment to third parties or others or make
commercial loans; and
``(D) such institution does not--
``(i) obtain payment or payment related services from any
Federal Reserve bank, including any service referred to in
section 11(a) of the Federal Reserve Act (12 U.S.C. 248a); or
``(ii) exercise discount or borrowing privileges pursuant
to section 19(b)(7) of the Federal Reserve Act (12 U.S.C.
461(b)(7)).
``(2) Hedge fund; private equity fund.--The terms `hedge
fund' and `private equity fund' mean a company or other
entity that is exempt from registration as an investment
company pursuant to section 3(c)(1) or 3(c)(7) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3(c)(1) or 80a-
3(c)(7)), or such similar funds as jointly determined
appropriate by the appropriate Federal banking agencies, the
Securities and Exchange Commission, and the Commodity Futures
Trading Commission.
``(3) Nonbank financial company supervised by the board.--
The term `nonbank financial company supervised by the Board'
means a nonbank financial company supervised by the Board of
Governors, as defined in section 102 of the Financial
Stability Act of 2010.
``(4) Proprietary trading.--The term `proprietary trading'
means engaging as a principal for its own trading account in
any transaction to purchase or sell, or otherwise acquire or
dispose of, any security, any derivative, any contract of
sale of a commodity for future delivery, any option on any
such security, derivative, or contract, or any other security
or financial instrument that the appropriate Federal banking
agencies, the Securities and Exchange Commission, and the
Commodity Futures Trading Commission may jointly, by rule,
determine.
``(5) Sponsor.--The term to `sponsor' a fund means--
``(A) to serve as a general partner, managing member, or
trustee of a fund;
``(B) in any manner to select or to control (or to have
employees, officers, or directors, or agents who constitute)
a majority of the directors, trustees, or management of a
fund; or
``(C) to share with a fund, for corporate, marketing,
promotional, or other purposes, the same name or a variation
of the same name.
``(6) Trading account.--The term `trading account' means
any account used for acquiring or taking positions in the
securities and instruments described in paragraph (4)
principally for the purpose of selling in the near term (or
otherwise with the intent to resell in order to profit from
short-term price movements), and any such other accounts as
the appropriate Federal banking agencies, the Securities and
Exchange Commission, and the Commodity Futures Trading
Commission may jointly, by rule, determine.''.

SEC. 619A. STUDY OF BANK ACTIVITIES.

(a) Study.--
(1) In general.--Not later than 18 months after the date of
enactment of this Act, the Federal banking agencies shall
jointly review and prepare a report on activities that a
banking entity may engage in under Federal and State law
including activities authorized by statute and by order,
interpretation and guidance.
(2) Content.--In carrying out the study under paragraph
(1), the Federal banking agencies shall review and consider--
(A) the type of activities or investment;
(B) any financial, operational, managerial, or reputation
risks associated with or presented as a result of the banking
entity engaged in the activity or making the investment; and
(C) risk mitigation activities undertaken by the banking
entity with regard to the risks.
(b) Report and Recommendations to the Council and to
Congress.--The appropriate Federal banking agencies shall
submit to the Council, the Committee on Financial Services of
the House of Representatives, and the Committee on Banking,
Housing, and Urban Affairs of the Senate the study conducted
pursuant to subsection (a) no later than 2 months after its
completion. In addition to the information described in
subsection (a), the report shall include recommendations
regarding--
(1) whether each activity or investment has or could have a
negative effect on the safety and soundness of the banking
entity or the United States financial system;
(2) the appropriateness of the conduct of each activity or
type of investment by banking entities; and
(3) additional restrictions as may be necessary to address
risks to safety and soundness arising from the activities or
types of investments described in subsection (a).

SEC. 619B. CONFLICTS OF INTEREST.

The Securities Act of 1933 (15 U.S.C. 77a et seq.) is
amended by inserting after section 27A the following:

``SEC. 27B. CONFLICTS OF INTEREST RELATING TO CERTAIN
SECURITIZATIONS.

``(a) In General.--An underwriter, placement agent, initial
purchaser, or sponsor, or any affiliate or subsidiary of any
such entity, of an asset-backed security (as such term is
defined in section 3 of the Securities and Exchange Act of
1934 (15 U.S.C. 78c), which for the purposes of this section
shall include a synthetic asset-backed security), shall not,
during such period as the asset-backed security is
outstanding or such lesser period as the Commission
determines is appropriate, engage in any transaction that
would involve or result in any material conflict of interest
with respect to any investor in a transaction arising out of
such activity.
``(b) Rulemaking.--Not later than 180 days after the date
of enactment of this section, the Commission shall issue
rules for the purpose of implementing subsection (a)
including any appropriate disclosures or other measures.
``(c) Exception.--The prohibitions of subsection (a) shall
not apply to risk-mitigating hedging activities in connection
with positions or holdings arising out of the underwriting,
placement, initial purchase, or sponsorship of an asset-
backed security, provided that such activities are designed
to reduce the specific risks to the underwriter, placement
agent, initial purchaser, or sponsor associated with
positions or holdings arising out of such underwriting,
placement, initial purchase, or sponsorship. This subsection
shall not otherwise limit the application of section 15G of
the Securities Exchange Act of 1934.''.
______