HR2365-119

1. Short title This Act may be referred to as the Securities Clarity Act of 2025.

2. Treatment of investment contract assets Section 2(a) of the Securities Act of 1933 (15 U.S.C. 77b(a)) is amended— in paragraph (1), by adding at the end the following: The term security does not include an investment contract asset.; and by adding at the end the following: The term investment contract asset means a fungible digital representation of value— that can be exclusively possessed and transferred, person to person, without necessary reliance on an intermediary, and is recorded on a cryptographically secured public distributed ledger; sold or otherwise transferred, or intended to be sold or otherwise transferred, pursuant to an investment contract; and that is not otherwise a security pursuant to the first sentence of paragraph (1). Section 202(a)(18) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–2(a)(18)) is amended by adding at the end the following: The term security does not include an investment contract asset (as such term is defined under section 2(a) of the Securities Act of 1933).. Section 2(a)(36) of the Investment Company Act of 1940 (15 U.S.C. 80a–2(a)(36)) is amended by adding at the end the following: The term security does not include an investment contract asset (as such term is defined under section 2(a) of the Securities Act of 1933).. Section 3(a)(10) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(10)) is amended by adding at the end the following: The term security does not include an investment contract asset (as such term is defined under section 2(a) of the Securities Act of 1933).. Section 16(14) of the Securities Investor Protection Act of 1970 (15 U.S.C. 78lll(14)) is amended by adding at the end the following: The term security does not include an investment contract asset (as such term is defined under section 2(a) of the Securities Act of 1933).. (20)The term investment contract asset means a fungible digital representation of value—(A)that can be exclusively possessed and transferred, person to person, without necessary reliance on an intermediary, and is recorded on a cryptographically secured public distributed ledger;(B)sold or otherwise transferred, or intended to be sold or otherwise transferred, pursuant to an investment contract; and(C)that is not otherwise a security pursuant to the first sentence of paragraph (1)..