#aafth ,,congress  #b;d ,session  ,h4   
,r4 #dcce  ,,an ,,act  ,to amend the    
,securities ,exchange ,act of #aicd to  
require the ,securities and ,exchange   
,commission to issue rules that prohibit
 officers and directors of certain      
companies from trading securities in    
anticipation of a current report1 and   
for other purposes4  #a4 ,short title   
,this ,act may be cited as the #h-,k    
,trading ,gap ,act of #bjai4  #b4       
,prohibition on certain trading in      
anticipation of a current report ,the   
,securities ,exchange ,act of #aicd 7#ae
 ,u4,s4,c4 #gh;a et seq47 is amended by 
inserting after section #aj;,d the      
following3  #aj;,e4 ,prohibition on     
certain trading in anticipation of a    
current report  7a7 ,prohibition ,not   
later than #a year after the date of    
enactment of this section1 the          
,commission shall issue rules that      
require each issuer that is subject to  
reporting requirements under section    
#ac7;a7 or #ae7;d7 to establish and     

maintain policies1 controls1 and        
procedures that are reasonably designed 
to prohibit executive officers and      
directors of the issuer from purchasing1
 selling1 or otherwise transferring any 
equity security of the issuer1 directly 
or indirectly-- 7#a7 with respect to an 
event described in sections #a through  
#f of ,form #h-,k1 between--  7,a7 the  
occurrence of such event2 and  7,b7 the 
filing or furnishing of a current report
 on ,form #h-,k with respect to such    
event2 and  7#b7 with respect to an     
event described in section #g or #h of  
,form #h-,k1 between-- 7,a7 the date on 
which the issuer determines that it will
 disclose such event2 and  7,b7 the     
filing or furnishing of a current report
 on ,form #h-,k with respect to such    
event4  7b7 ,permissible transactions   
,in issuing rules under subsection 7a71 
the ,commission--  7#a7 may exempt      
certain transactions that the           
,commission determines is appropriate1  
including those that-- 7,a7 occur       

automatically2  7,b7 are made pursuant  
to an advance election2 or  7,c7 except 
as provided in paragraph 7#b71 involve a
 purchase or sale of equity securities  
that satisfies the conditions under     
section #bdj4aj;b#e-a7;c7 of title #ag1 
,code of ,federal ,regulations2  7#b7   
may not exempt from those rules a       
transaction made by an executive officer
 or director of an issuer under a plan  
that-- 7,a7 is described in section     
#bdj4aj;b#e-a7;c77#a77;i77,a77#c7 of    
title #ag1 ,code of ,federal            
,regulations2 and  7,b7 was adopted--   
7i7 with respect to an event described  
in sections #a through #f of ,form      
#h-,k1 between--  7,i7 the occurrence of
 such event2 and  7,,ii7 the filing or  
furnishing of a current report on ,form 
#h-,k with respect to such event2 and   
7ii7 with respect to an event described 
in section #g or #h of ,form #h-,k1     
between-- 7,i7 the date on which the    
issuer determines that it will disclose 
such event2 and  7,,ii7 the filing or   

furnishing of a current report on ,form 
#h-,k with respect to such event2 and   
7#c7 shall exempt from those rules--    
7,a7 issuers required to adopt and      
administer a code of ethics pursuant    
section #bgj4ag;j-#a of title #ag1 ,code
 of ,federal ,regulations1 and any other
 issuers registered under the           
,investment ,company ,act of #aidj whose
 investment advisers are required to    
adopt and administer a code of ethics   
pursuant to section #bge4bjd;,a-#a of   
title #ag1 ,code of ,federal            
,regulations2 and  7,b7 any event where 
such event is described in sections #a  
through #f of ,form #h-,k and the issuer
 has announced such event in a press    
release or other method of dissemination
 that complies with the requirements of 
section #aja7;e77#b7 of ,regulation ,,fd
 7#ag ,,cfr ,part #bdc4aja7;e77#b774  4 
,passed the ,house of ,representatives  
,january #ac1 #bjbj4;,clerk4