29–006 

113TH CONGRESS REPT. 113–106 " ! HOUSE OF REPRESENTATIVES 1st Session Part 1 

SWAP DATA REPOSITORY AND CLEARINGHOUSE 

INDEMNIFICATION CORRECTION ACT OF 2013 

JUNE 12, 2013.—Committed to the Committee of the Whole House on the State of 

the Union and ordered to be printed 

Mr. LUCAS, from the Committee on Agriculture, 

submitted the following 

R E P O R T 

[To accompany H.R. 742] 

[Including cost estimate of the Congressional Budget Office] 

The Committee on Agriculture, to whom was referred the bill 

(H.R. 742) to amend the Securities Exchange Act of 1934 and the 

Commodity Exchange Act to repeal the indemnification requirements for regulatory authorities to obtain access to swap data required to be provided by swaps entities under such Acts, having 

considered the same, report favorably thereon without amendment 

and recommend that the bill do pass. 

BRIEF EXPLANATION

H.R. 742 strikes the indemnification requirements found in Sections 725, 728, and 763 of the Dodd-Frank Wall Street Reform and 

Consumer Protection Act (P.L. 111–203) (the Dodd-Frank Act) related to swap data gathered by swap data repositories (SDRs) and 

derivatives clearing organizations (DCOs). The bill does maintain, 

however, that before an SDR, DCO, the U.S. Commodity Futures 

Trading Commission (CFTC), or the U.S. Securities and Exchange 

Commission (SEC) shares information with domestic or international regulators, they have to receive a written agreement stating that the regulator will abide by certain confidentiality agreements. 

PURPOSE AND NEED

Swap data repositories serve as electronic warehouses for data 

and information regarding swap transactions. Historically, SDRs 

have regularly shared information with foreign regulators as a 

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1See http://www.newyorkfed.org/newsevents/news/markets/2009/ma090924.html 

2See Testimony of Ethiopis Tafara, Director, Office of International Affairs, U.S. Securities 

and Exchange Commission, Mar. 21, 2012; http://financialservices.house.gov/uploadedfiles/ 

hhrg-112-ba-wstate-etafara-20120321.pdf 

means ‘‘to cooperate, exchange views and share information related 

to OTC derivatives CCPs and trade repositories.’’ 1 Prior to DoddFrank, international guidelines required regulators to maintain the 

confidentiality of information obtained from SDRs, which facilitated 

global information sharing that is critical to international regulators’ ability to monitor for systemic risk. 

Under Sections 725, 728 and 763 of the Dodd-Frank Act, when 

a foreign regulator requests information from a U.S. registered 

SDR or DCO, the SDR or DCO is required to receive a written 

agreement from the foreign regulator stating that it will abide by 

certain confidentiality requirements and will ‘‘indemnify’’ the Commissions for any expenses arising from litigation relating to the request for information. In short, the concept of ‘‘indemnification’’— 

requiring a party to contractually agree to pay for another party’s 

possible litigation expenses—is only well established in U.S. tort 

law, and does not exist in practice or in legal concept in foreign jurisdictions. 

These indemnification provisions—which were not included in 

the financial reform bill passed by the House of Representatives in 

December 2009—threaten to make data sharing arrangements with 

foreign regulators unworkable. Foreign regulators will most likely 

refuse to indemnify U.S. regulators for litigation expenses in exchange for access to data. As a result, foreign regulators may establish their own data repositories and clearing organizations to ensure they have access to data they need to perform their supervisory duties. This would lead to the creation of multiple databases, 

needlessly duplicative data collection efforts, and the possibility of 

inconsistent or incomplete data being collected and maintained 

across multiple jurisdictions. In testimony before the Financial 

Services Committee in March of 2012, the SEC endorsed a legislative solution to the problem, stating that: 

The SEC recommends that Congress consider removing 

the indemnification requirement added by the Dodd-Frank 

Act . . . the indemnification requirement interferes with 

access to essential information, including information 

about the cross-border OTC derivatives markets. In removing the indemnification requirement, Congress would assist the SEC, as well as other U.S. regulators, in securing 

the access it needs to data held in global trade repositories. Removing the indemnification requirement would 

address a significant issue of contention with our foreign 

counterparts . . .2

At the same hearing, the CFTC acknowledged that they too have 

received growing concerns from foreign regulators, but that they intend to issue interpretive guidance, stating that ‘‘access to swap 

data reported to a trade repository that is registered with the 

CFTC will not be subject to the indemnification provisions of the 

Commodity Exchange Act if such trade repository is regulated purmstockstill on DSK4VPTVN1PROD with HEARINGS

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3See Testimony of Dan Berkovitz, General Counsel, U.S. Commodity Futures Trading Commission, Mar. 21, 2012; http://financialservices.house.gov/UploadedFiles/HHRG-112-BAWState-DBerkovitz-20120321.pdf 

suant to foreign law and the applicable requested data is reported 

to the trade repository pursuant to foreign law.’’ 3

To provide clarity to the marketplace and remove any legal barriers to swap data being easily shared with various domestic and 

foreign regulatory agencies, H.R. 742 would remove the indemnification requirements found in Sections 725, 728, and 763 of the 

Dodd-Frank Act related to swap data gathered by SDRs and DCOs. 

SECTION-BY-SECTION

Section 1 is the short title of the bill. 

Section 2(a) amends the Derivatives Clearing Organization reporting requirements by striking the confidentiality and indemnification agreement paragraph and inserting a new confidentiality 

agreement paragraph, eliminating the need to indemnify the Commission for any expense arising from litigation related to information provided under section 8. 

Section 2(b) contains an identical amendment to section 21(d) 

eliminating the indemnification requirement for swap data repositories. 

Section 2(c) contains a similar amendment to the Securities Exchange Act. 

Section 2(d) is the effective date of the act. 

COMMITTEE CONSIDERATION

I. HEARINGS

In the 113th Congress, the Full Committee held a hearing March 

14, 2013, to examine legislative improvements to Title VII of the 

Dodd-Frank Act which included H.R. 677, the Inter-Affiliate Swap 

Clarification Act. During the hearing, the Committee heard testimony from the Chairman of the U.S. Commodity Futures Trading 

Commission and six additional witnesses representing a broad 

spectrum of participants in the derivatives market. 

Included was testimony from Larry Thompson, General Counsel 

of the Depository Trust and Clearing Corporation, who testified to 

the importance of the legislation: 

‘‘The continued presence of the indemnification requirement is a significant barrier to the ability of regulators 

globally to effectively utilize the transparency offered by a 

trade repository registered in the U.S. Without a DoddFrank compliant indemnity agreement, U.S.-registered 

SDRs may be legally precluded from providing regulators 

market data on transactions that are subject to their jurisdiction. In order to access the swap transaction information necessary to regulate market participants in their jurisdiction, global supervisors will be forced to establish 

local repositories to avoid indemnification. 

Foreign regulators have noted concerns with a scenario 

in which a foreign regulator has an interest in certain data 

in a U.S. SDR resulting from a jurisdictional nexus with 

respect to the currency or underlying reference entity, 

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where neither party to the transaction falls under the foreign regulator’s oversight authority. For example, a U.S. 

and a London-based bank may trade on an equity swap involving a Japanese underlying entity, and the trade is reported to a U.S. SDR. If the Japan Financial Services 

Agency has an interest in accessing such data, it does not 

appear to be able to do so absent a confidentiality and indemnity agreement. 

The creation of multiple SDRs will, by definition, fragment the current consolidated information by geographic 

boundaries. While each jurisdiction would have an SDR for 

its local information, it would be far less efficient, more expensive, and prone to error when compared with the current global information sharing arrangement in place 

today. 

H.R. 742 would send a clear message to the international community that the United States is strongly 

committed to global data sharing and determined to avoid 

fragmenting the current global data set for over-thecounter (OTC) derivatives. By amending and passing this 

legislation to ensure that technical corrections to indemnification are addressed, Congress will help create the 

proper environment for the development of a global trade 

repository system to support systemic risk management 

and oversight.’’ 

II. BUSINESS MEETINGS

The Committee on Agriculture met, pursuant to notice, with a 

quorum present, on March 20, 2013, to consider H.R. 742, the 

Swap Data Repository and Clearinghouse Indemnification Correction Act of 2013, and other pending business. 

H.R. 742 was placed before the Committee for consideration. 

Without objection, a first reading of the bill was waived and it was 

open for amendment at any point. 

Chairman Lucas, Mr. Maloney, and Mr. Crawford were recognized for statements, and Counsel was then recognized for a brief 

explanation of the bill. 

There being no amendments, Mr. Peterson was recognized to 

offer a motion that the bill H.R. 742 be reported favorably to the 

House with recommendation that it do pass. The motion was subsequently approved by voice vote. 

The Committee then continued with other pending business, and 

at the conclusion of the meeting, Chairman Lucas advised Members that pursuant to the rules of the House of Representatives 

Members had 2 calendar days to file any supplemental or minority 

views with the Committee. 

Without objection, staff was given permission to make any necessary clerical, technical or conforming changes to reflect the intent 

of the Committee. Chairman Lucas thanked all the Members and 

adjourned the meeting. 

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COMMITTEE VOTES

In compliance with clause 3(b) of rule XIII of the House of Representatives, H.R. 742 was reported by voice vote with a majority 

quorum present. There was no request for a recorded vote. 

COMMITTEE OVERSIGHT FINDINGS

Pursuant to clause 3(c)(1) of rule XIII of the Rules of the House 

of Representatives, the Committee on Agriculture’s oversight findings and recommendations are reflected in the body of this report. 

BUDGET ACT COMPLIANCE (SECTIONS 308, 402, AND 423) 

The provisions of clause 3(c)(2) of rule XIII of the Rules of the 

House of Representatives and section 308(a)(1) of the Congressional 

Budget Act of 1974 (relating to estimates of new budget authority, 

new spending authority, new credit authority, or increased or decreased revenues or tax expenditures) are not considered applicable. The estimate and comparison required to be prepared by the 

Director of the Congressional Budget Office under clause 3(c)(3) of 

rule XIII of the Rules of the House of Representatives and sections 

402 and 423 of the Congressional Budget Act of 1974 submitted to 

the Committee prior to the filing of this report are as follows: 

U.S. CONGRESS, 

CONGRESSIONAL BUDGET OFFICE, 

Washington, DC, April 11, 2013. 

Hon. FRANK D. LUCAS, Chairman, Committee on Agriculture, House of Representatives, 

Washington, DC. 

DEAR MR. CHAIRMAN: The Congressional Budget Office has prepared the enclosed cost estimate for H.R. 742, the Swap Data Repository and Clearinghouse Indemnification Correction Act of 2013. 

If you wish further details on this estimate, we will be pleased 

to provide them. The CBO staff contact is Susan Willie. 

Sincerely, 

DOUGLAS W. ELMENDORF. 

Enclosure. 

H.R. 742—Swap Data Repository and Clearinghouse Indemnification Correction Act of 2013 

Under current law, derivatives clearing organizations (DCOs) 

and swap data repositories (SDRs) must report information about 

swap transactions to the Commodity Futures Trading Commission 

(CFTC), or in the case of SDRs that receive information about securities-based swaps, to the Securities and Exchange Commission 

(SEC). (A swap is a contract that calls for an exchange of cash between two participants, based on an underlying rate or index or the 

performance of an asset.) Such information also must be shared 

with other regulatory agencies, both foreign and domestic, if those 

agencies request the information and agree to certain conditions. 

H.R. 742 would eliminate one of those conditions—that agencies 

requesting the information indemnify the SDRs and the CFTC (or 

the SEC for security-based swap information) for expenses that 

arise from litigation related to the shared information. The bill 

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would still require the regulatory agencies requesting the information to agree to certain confidentiality requirements prior to receiving the data. 

Based on information from the CFTC and the SEC, CBO expects 

that implementing the provisions of H.R. 742 would not require a 

significant increase in their workloads because neither agency expects to revise rules already in place. Therefore, CBO estimates 

that any change in discretionary spending to implement the legislation would be insignificant. Further, under current law, the SEC 

is authorized to collect fees sufficient to offset the cost of its annual 

appropriation each year; therefore, we estimate that the net cost to 

the agency would be negligible, assuming annual appropriation actions consistent with that authority. 

Based on information from several federal financial regulators, 

CBO estimates that enacting H.R. 742 would have an insignificant 

effect on direct spending and revenues; therefore, pay-as-you-go 

procedures apply. Under current law, any litigation expenses of the 

federal government related to sharing information about swap 

transactions, in certain instances, would be paid by foreign regulators. Under the bill, such expenses would become a federal liability. Because the regulations have only been finalized within the 

past year and any potential litigation is unlikely to be resolved 

quickly, CBO expects those costs would not arise in the next 10 

years. 

H.R. 742 contains no intergovernmental or private-sector mandates as defined in the Unfunded Mandates Reform Act and would 

not affect the budgets of state, local, or tribal governments. 

The CBO staff contact for this estimate is Susan Willie. The estimate was approved by Theresa Gullo, Deputy Assistant Director 

for Budget Analysis. 

PERFORMANCE GOALS AND OBJECTIVES

With respect to the requirement of clause 3(c)(4) of rule XIII of 

the Rules of the House of Representatives, the performance goals 

and objections of this legislation are to allow data sharing between 

U.S. and international regulators and swap data repositories without adding an unnecessary layer of legal bureaucracy. 

COMMITTEE COST ESTIMATE

Pursuant to clause 3(d)(2) of rule XIII of the Rules of the House 

of Representatives, the Committee report incorporates the cost estimate prepared by the Director of the Congressional Budget Office 

pursuant to sections 402 and 423 of the Congressional Budget Act 

of 1974. 

ADVISORY COMMITTEE STATEMENT

No advisory committee within the meaning of section 5(b) of the 

Federal Advisory Committee Act was created by this legislation. 

APPLICABILITY TO THE LEGISLATIVE BRANCH

The Committee finds that the legislation does not relate to the 

terms and conditions of employment or access to public services or 

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accommodations within the meaning of section 102(b)(3) of the Congressional Accountability Act (Public Law 104–1). 

FEDERAL MANDATES STATEMENT

The Committee adopted as its own the estimate of Federal mandates prepared by the Director of the Congressional Budget Office 

pursuant to section 423 of the Unfunded Mandates Reform Act 

(Public Law 104–4). 

EARMARK STATEMENT REQUIRED BY CLAUSE 9 OF RULE XXI OF THE

RULES OF HOUSE OF REPRESENTATIVES

H.R. 742 does not contain any congressional earmarks, limited 

tax benefits, or limited tariff benefits as defined in clause 9(e), 9(f), 

or 9(g) of rule XXI of the Rules of the House Representatives. 

DUPLICATION OF FEDERAL PROGRAMS

H.R. 742 does not establish or reauthorize a program of the Federal Government known to be duplicative of another Federal program, a program that was included in any report from the Government Accountability Office to Congress pursuant to section 21 of 

Public Law 111–139, or any related program identified in the most 

recent Catalog of Federal Domestic Assistance. 

DISCLOSURE OF DIRECTED RULE MAKINGS

The Committee does not believe that the legislation directs an 

executive branch official to conduct any specific rule making proceedings within the meaning of 5 U.S.C. 551. 

CHANGES IN EXISTING LAW MADE BY THE BILL, AS REPORTED

In compliance with clause 3(e) of rule XIII of the Rules of the 

House of Representatives, changes in existing law made by the bill, 

as reported, are shown as follows (existing law proposed to be omitted is enclosed in black brackets, new matter is printed in italic, 

existing law in which no change is proposed is shown in roman): 

COMMODITY EXCHANGE ACT 

* * * * * * * 

SEC. 5b. DERIVATIVES CLEARING ORGANIZATIONS. 

(a) REGISTRATION REQUIREMENT.— 

(1) IN GENERAL.—Except as provided in paragraph (2), it 

shall be unlawful for a derivatives clearing organization, directly or indirectly, to make use of the mails or any means or 

instrumentality of interstate commerce to perform the functions of a derivatives clearing organization with respect to— 

(A) a contract of sale of a commodity for future delivery 

(or an option on the contract of sale) or option on a commodity, in each case, unless the contract or option is— 

(i) excluded from this Act by subsection (a)(1)(C)(i), 

(c), or (f) of section 2; or 

(ii) a security futures product cleared by a clearing 

agency registered with the Securities and Exchange 

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Commission under the Securities Exchange Act of 

1934 (15 U.S.C. 78a et seq.); or 

(B) a swap. 

(2) EXCEPTION.—Paragraph (1) shall not apply to a derivatives clearing organization that is registered with the Commission. 

(b) VOLUNTARY REGISTRATION.—A person that clears 1 or more 

agreements, contracts, or transactions that are not required to be 

cleared under this Act may register with the Commission as a derivatives clearing organization. 

(c) REGISTRATION OF DERIVATIVES CLEARING ORGANIZATIONS.— (1) APPLICATION.—A person desiring to register as a derivatives clearing organization shall submit to the Commission an 

application in such form and containing such information as 

the Commission may require for the purpose of making the determinations required for approval under paragraph (2). 

(2) CORE PRINCIPLES FOR DERIVATIVES CLEARING ORGANIZA- TIONS.— 

(A) COMPLIANCE.— 

(i) IN GENERAL.—To be registered and to maintain 

registration as a derivatives clearing organization, a 

derivatives clearing organization shall comply with 

each core principle described in this paragraph and 

any requirement that the Commission may impose by 

rule or regulation pursuant to section 8a(5). 

(ii) DISCRETION OF DERIVATIVES CLEARING ORGANIZA- TION.—Subject to any rule or regulation prescribed by 

the Commission, a derivatives clearing organization 

shall have reasonable discretion in establishing the 

manner by which the derivatives clearing organization 

complies with each core principle described in this 

paragraph. 

(B) FINANCIAL RESOURCES.— (i) IN GENERAL.—Each derivatives clearing organization shall have adequate financial, operational, and 

managerial resources, as determined by the Commission, to discharge each responsibility of the derivatives 

clearing organization. 

(ii) MINIMUM AMOUNT OF FINANCIAL RESOURCES.— Each derivatives clearing organization shall possess financial resources that, at a minimum, exceed the total 

amount that would— 

(I) enable the organization to meet its financial 

obligations to its members and participants notwithstanding a default by the member or participant creating the largest financial exposure for 

that organization in extreme but plausible market 

conditions; and 

(II) enable the derivatives clearing organization 

to cover the operating costs of the derivatives 

clearing organization for a period of 1 year (as calculated on a rolling basis). 

(C) PARTICIPANT AND PRODUCT ELIGIBILITY.— 

(i) IN GENERAL.—Each derivatives clearing organization shall establish— 

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(I) appropriate admission and continuing eligibility standards (including sufficient financial resources and operational capacity to meet obligations arising from participation in the derivatives 

clearing organization) for members of, and participants in, the derivatives clearing organization; 

and 

(II) appropriate standards for determining the 

eligibility of agreements, contracts, or transactions 

submitted to the derivatives clearing organization 

for clearing. 

(ii) REQUIRED PROCEDURES.—Each derivatives clearing organization shall establish and implement procedures to verify, on an ongoing basis, the compliance of 

each participation and membership requirement of the 

derivatives clearing organization. 

(iii) REQUIREMENTS.—The participation and membership requirements of each derivatives clearing organization shall— 

(I) be objective; 

(II) be publicly disclosed; and 

(III) permit fair and open access. 

(D) RISK MANAGEMENT.— 

(i) IN GENERAL.—Each derivatives clearing organization shall ensure that the derivatives clearing organization possesses the ability to manage the risks associated with discharging the responsibilities of the derivatives clearing organization through the use of appropriate tools and procedures. 

(ii) MEASUREMENT OF CREDIT EXPOSURE.—Each derivatives clearing organization shall— 

(I) not less than once during each business day 

of the derivatives clearing organization, measure 

the credit exposures of the derivatives clearing organization to each member and participant of the 

derivatives clearing organization; and 

(II) monitor each exposure described in subclause (I) periodically during the business day of 

the derivatives clearing organization. 

(iii) LIMITATION OF EXPOSURE TO POTENTIAL LOSSES

FROM DEFAULTS.—Each derivatives clearing organization, through margin requirements and other risk control mechanisms, shall limit the exposure of the derivatives clearing organization to potential losses from 

defaults by members and participants of the derivatives clearing organization to ensure that— 

(I) the operations of the derivatives clearing organization would not be disrupted; and 

(II) nondefaulting members or participants 

would not be exposed to losses that nondefaulting 

members or participants cannot anticipate or control. 

(iv) MARGIN REQUIREMENTS.—The margin required 

from each member and participant of a derivatives 

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clearing organization shall be sufficient to cover potential exposures in normal market conditions. 

(v) REQUIREMENTS REGARDING MODELS AND PARAMETERS.—Each model and parameter used in setting 

margin requirements under clause (iv) shall be— 

(I) risk-based; and 

(II) reviewed on a regular basis. 

(E) SETTLEMENT PROCEDURES.—Each derivatives clearing organization shall— 

(i) complete money settlements on a timely basis 

(but not less frequently than once each business day); 

(ii) employ money settlement arrangements to eliminate or strictly limit the exposure of the derivatives 

clearing organization to settlement bank risks (including credit and liquidity risks from the use of banks to 

effect money settlements); 

(iii) ensure that money settlements are final when 

effected; 

(iv) maintain an accurate record of the flow of funds 

associated with each money settlement; 

(v) possess the ability to comply with each term and 

condition of any permitted netting or offset arrangement with any other clearing organization; 

(vi) regarding physical settlements, establish rules 

that clearly state each obligation of the derivatives 

clearing organization with respect to physical deliveries; and 

(vii) ensure that each risk arising from an obligation 

described in clause (vi) is identified and managed. 

(F) TREATMENT OF FUNDS.— 

(i) REQUIRED STANDARDS AND PROCEDURES.—Each 

derivatives clearing organization shall establish standards and procedures that are designed to protect and 

ensure the safety of member and participant funds 

and assets. 

(ii) HOLDING OF FUNDS AND ASSETS.—Each derivatives clearing organization shall hold member and participant funds and assets in a manner by which to 

minimize the risk of loss or of delay in the access by 

the derivatives clearing organization to the assets and 

funds. 

(iii) PERMISSIBLE INVESTMENTS.—Funds and assets 

invested by a derivatives clearing organization shall 

be held in instruments with minimal credit, market, 

and liquidity risks. 

(G) DEFAULT RULES AND PROCEDURES.— 

(i) IN GENERAL.—Each derivatives clearing organization shall have rules and procedures designed to allow 

for the efficient, fair, and safe management of events 

during which members or participants— 

(I) become insolvent; or 

(II) otherwise default on the obligations of the 

members or participants to the derivatives clearing organization. 

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(ii) DEFAULT PROCEDURES.—Each derivatives clearing organization shall— 

(I) clearly state the default procedures of the derivatives clearing organization; 

(II) make publicly available the default rules of 

the derivatives clearing organization; and 

(III) ensure that the derivatives clearing organization may take timely action— 

(aa) to contain losses and liquidity pressures; and 

(bb) to continue meeting each obligation of 

the derivatives clearing organization. 

(H) RULE ENFORCEMENT.—Each derivatives clearing organization shall— 

(i) maintain adequate arrangements and resources 

for— 

(I) the effective monitoring and enforcement of 

compliance with the rules of the derivatives clearing organization; and 

(II) the resolution of disputes; 

(ii) have the authority and ability to discipline, 

limit, suspend, or terminate the activities of a member 

or participant due to a violation by the member or participant of any rule of the derivatives clearing organization; and 

(iii) report to the Commission regarding rule enforcement activities and sanctions imposed against 

members and participants as provided in clause (ii). 

(I) SYSTEM SAFEGUARDS.—Each derivatives clearing organization shall— 

(i) establish and maintain a program of risk analysis 

and oversight to identify and minimize sources of operational risk through the development of appropriate 

controls and procedures, and automated systems, that 

are reliable, secure, and have adequate scalable capacity; 

(ii) establish and maintain emergency procedures, 

backup facilities, and a plan for disaster recovery that 

allows for— 

(I) the timely recovery and resumption of operations of the derivatives clearing organization; 

and 

(II) the fulfillment of each obligation and responsibility of the derivatives clearing organization; and 

(iii) periodically conduct tests to verify that the 

backup resources of the derivatives clearing organization are sufficient to ensure daily processing, clearing, 

and settlement. 

(J) REPORTING.—Each derivatives clearing organization 

shall provide to the Commission all information that the 

Commission determines to be necessary to conduct oversight of the derivatives clearing organization. 

(K) RECORDKEEPING.—Each derivatives clearing organization shall maintain records of all activities related to the 

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business of the derivatives clearing organization as a derivatives clearing organization— 

(i) in a form and manner that is acceptable to the 

Commission; and 

(ii) for a period of not less than 5 years. 

(L) PUBLIC INFORMATION.— 

(i) IN GENERAL.—Each derivatives clearing organization shall provide to market participants sufficient information to enable the market participants to identify 

and evaluate accurately the risks and costs associated 

with using the services of the derivatives clearing organization. 

(ii) AVAILABILITY OF INFORMATION.—Each derivatives clearing organization shall make information 

concerning the rules and operating and default procedures governing the clearing and settlement systems 

of the derivatives clearing organization available to 

market participants. 

(iii) PUBLIC DISCLOSURE.—Each derivatives clearing 

organization shall disclose publicly and to the Commission information concerning— 

(I) the terms and conditions of each contract, 

agreement, and transaction cleared and settled by 

the derivatives clearing organization; 

(II) each clearing and other fee that the derivatives clearing organization charges the members 

and participants of the derivatives clearing organization; 

(III) the margin-setting methodology, and the 

size and composition, of the financial resource 

package of the derivatives clearing organization; 

(IV) daily settlement prices, volume, and open 

interest for each contract settled or cleared by the 

derivatives clearing organization; and 

(V) any other matter relevant to participation in 

the settlement and clearing activities of the derivatives clearing organization. 

(M) INFORMATION-SHARING.—Each derivatives clearing 

organization shall— 

(i) enter into, and abide by the terms of, each appropriate and applicable domestic and international information-sharing agreement; and 

(ii) use relevant information obtained from each 

agreement described in clause (i) in carrying out the 

risk management program of the derivatives clearing 

organization. 

(N) ANTITRUST CONSIDERATIONS.—Unless necessary or 

appropriate to achieve the purposes of this Act, a derivatives clearing organization shall not— 

(i) adopt any rule or take any action that results in 

any unreasonable restraint of trade; or 

(ii) impose any material anticompetitive burden. 

(O) GOVERNANCE FITNESS STANDARDS.— 

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(i) GOVERNANCE ARRANGEMENTS.—Each derivatives 

clearing organization shall establish governance arrangements that are transparent— 

(I) to fulfill public interest requirements; and 

(II) to permit the consideration of the views of 

owners and participants. 

(ii) FITNESS STANDARDS.—Each derivatives clearing 

organization shall establish and enforce appropriate 

fitness standards for— 

(I) directors; 

(II) members of any disciplinary committee; 

(III) members of the derivatives clearing organization; 

(IV) any other individual or entity with direct 

access to the settlement or clearing activities of 

the derivatives clearing organization; and 

(V) any party affiliated with any individual or 

entity described in this clause. 

(P) CONFLICTS OF INTEREST.—Each derivatives clearing 

organization shall— 

(i) establish and enforce rules to minimize conflicts 

of interest in the decision-making process of the derivatives clearing organization; and 

(ii) establish a process for resolving conflicts of interest described in clause (i). 

(Q) COMPOSITION OF GOVERNING BOARDS.—Each derivatives clearing organization shall ensure that the composition of the governing board or committee of the derivatives 

clearing organization includes market participants. 

(R) LEGAL RISK.—Each derivatives clearing organization 

shall have a well-founded, transparent, and enforceable 

legal framework for each aspect of the activities of the derivatives clearing organization.’’. 

(3) ORDERS CONCERNING COMPETITION.—A derivatives clearing organization may request the Commission to issue an order 

concerning whether a rule or practice of the applicant is the 

least anticompetitive means of achieving the objectives, purposes, and policies of this Act. 

(d) EXISTING DERIVATIVES CLEARING ORGANIZATIONS.—A derivatives clearing organization shall be deemed to be registered under 

this section to the extent that the derivatives clearing organization 

clears agreements, contracts, or transactions for a board of trade 

that has been designated by the Commission as a contract market 

for such agreements, contracts, or transactions before the date of 

the enactment of this section. 

(e) APPOINTMENT OF TRUSTEE.— 

(1) IN GENERAL.—If a proceeding under section 5e results in 

the suspension or revocation of the registration of a derivatives 

clearing organization, or if a derivatives clearing organization 

withdraws from registration, the Commission, on notice to the 

derivatives clearing organization, may apply to the appropriate 

United States district court where the derivatives clearing organization is located for the appointment of a trustee. 

(2) ASSUMPTION OF JURISDICTION.—If the Commission applies for appointment of a trustee under paragraph (1)— 

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(A) the court may take exclusive jurisdiction over the derivatives clearing organization and the records and assets 

of the derivatives clearing organization, wherever located; 

and 

(B) if the court takes jurisdiction under subparagraph 

(A), the court shall appoint the Commission, or a person 

designated by the Commission, as trustee with power to 

take possession and continue to operate or terminate the 

operations of the derivatives clearing organization in an 

orderly manner for the protection of participants, subject 

to such terms and conditions as the court may prescribe. 

(f) LINKING OF REGULATED CLEARING FACILITIES.— 

(1) IN GENERAL.—The Commission shall facilitate the linking 

or coordination of derivatives clearing organizations registered 

under this Act with other regulated clearance facilities for the 

coordinated settlement of cleared transactions. In order to minimize systemic risk, under no circumstances shall a derivatives 

clearing organization be compelled to accept the counterparty 

credit risk of another clearing organization. 

(2) COORDINATION.—In carrying out paragraph (1), the Commission shall coordinate with the Federal banking agencies 

and the Securities and Exchange Commission. 

(g) EXISTING DEPOSITORY INSTITUTIONS AND CLEARING AGEN- CIES.— (1) IN GENERAL.—A depository institution or clearing agency 

registered with the Securities and Exchange Commission 

under the Securities Exchange Act of 1934 (15 U.S.C. 78a et 

seq.) that is required to be registered as a derivatives clearing 

organization under this section is deemed to be registered 

under this section to the extent that, before the date of enactment of this subsection— 

(A) the depository institution cleared swaps as a multilateral clearing organization; or 

(B) the clearing agency cleared swaps. 

(2) CONVERSION OF DEPOSITORY INSTITUTIONS.—A depository 

institution to which this subsection applies may, by the vote of 

the shareholders owning not less than 51 percent of the voting 

interests of the depository institution, be converted into a State 

corporation, partnership, limited liability company, or similar 

legal form pursuant to a plan of conversion, if the conversion 

is not in contravention of applicable State law. 

(3) SHARING OF INFORMATION.—The Securities and Exchange 

Commission shall make available to the Commission, upon request, all information determined to be relevant by the Securities and Exchange Commission regarding a clearing agency 

deemed to be registered with the Commission under paragraph 

(1). 

(h) EXEMPTIONS.—The Commission may exempt, conditionally or 

unconditionally, a derivatives clearing organization from registration under this section for the clearing of swaps if the Commission 

determines that the derivatives clearing organization is subject to 

comparable, comprehensive supervision and regulation by the Securities and Exchange Commission or the appropriate government 

authorities in the home country of the organization. Such conditions may include, but are not limited to, requiring that the derivamstockstill on DSK4VPTVN1PROD with HEARINGS

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tives clearing organization be available for inspection by the Commission and make available all information requested by the Commission. 

(i) DESIGNATION OF CHIEF COMPLIANCE OFFICER.— 

(1) IN GENERAL.—Each derivatives clearing organization 

shall designate an individual to serve as a chief compliance officer. 

(2) DUTIES.—The chief compliance officer shall— 

(A) report directly to the board or to the senior officer of 

the derivatives clearing organization; 

(B) review the compliance of the derivatives clearing organization with respect to the core principles described in 

subsection (c)(2); 

(C) in consultation with the board of the derivatives 

clearing organization, a body performing a function similar 

to the board of the derivatives clearing organization, or the 

senior officer of the derivatives clearing organization, resolve any conflicts of interest that may arise; 

(D) be responsible for administering each policy and procedure that is required to be established pursuant to this 

section; 

(E) ensure compliance with this Act (including regulations) relating to agreements, contracts, or transactions, 

including each rule prescribed by the Commission under 

this section; 

(F) establish procedures for the remediation of noncompliance issues identified by the compliance officer 

through any— 

(i) compliance office review; 

(ii) look-back; 

(iii) internal or external audit finding; 

(iv) self-reported error; or 

(v) validated complaint; and 

(G) establish and follow appropriate procedures for the 

handling, management response, remediation, retesting, 

and closing of noncompliance issues. 

(3) ANNUAL REPORTS.— 

(A) IN GENERAL.—In accordance with rules prescribed by 

the Commission, the chief compliance officer shall annually prepare and sign a report that contains a description 

of— 

(i) the compliance of the derivatives clearing organization of the compliance officer with respect to this Act 

(including regulations); and 

(ii) each policy and procedure of the derivatives 

clearing organization of the compliance officer (including the code of ethics and conflict of interest policies 

of the derivatives clearing organization). 

(B) REQUIREMENTS.—A compliance report under subparagraph (A) shall— 

(i) accompany each appropriate financial report of 

the derivatives clearing organization that is required 

to be furnished to the Commission pursuant to this 

section; and 

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(ii) include a certification that, under penalty of law, 

the compliance report is accurate and complete. 

(k) REPORTING REQUIREMENTS.— 

(1) DUTY OF DERIVATIVES CLEARING ORGANIZATIONS.—Each 

derivatives clearing organization that clears swaps shall provide to the Commission all information that is determined by 

the Commission to be necessary to perform each responsibility 

of the Commission under this Act. 

(2) DATA COLLECTION AND MAINTENANCE REQUIREMENTS.— 

The Commission shall adopt data collection and maintenance 

requirements for swaps cleared by derivatives clearing organizations that are comparable to the corresponding requirements 

for— 

(A) swaps data reported to swap data repositories; and 

(B) swaps traded on swap execution facilities. 

(3) REPORTS ON SECURITY-BASED SWAP AGREEMENTS TO BE

SHARED WITH THE SECURITIES AND EXCHANGE COMMISSION.— 

(A) IN GENERAL.—A derivatives clearing organization 

that clears security-based swap agreements (as defined in 

section 1a(47)(A)(v)) shall, upon request, open to inspection 

and examination to the Securities and Exchange Commission all books and records relating to such security-based 

swap agreements, consistent with the confidentiality and 

disclosure requirements of section 8. 

(B) JURISDICTION.—Nothing in this paragraph shall affect the exclusive jurisdiction of the Commission to prescribe recordkeeping and reporting requirements for a derivatives clearing organization that is registered with the 

Commission. 

(4) INFORMATION SHARING.—Subject to section 8, and upon 

request, the Commission shall share information collected 

under paragraph (2) with— 

(A) the Board; 

(B) the Securities and Exchange Commission; 

(C) each appropriate prudential regulator; 

(D) the Financial Stability Oversight Council; 

(E) the Department of Justice; and 

(F) any other person that the Commission determines to 

be appropriate, including— 

(i) foreign financial supervisors (including foreign futures authorities); 

(ii) foreign central banks; and 

(iii) foreign ministries. 

ø(5) CONFIDENTIALITY AND INDEMNIFICATION AGREEMENT.— 

Before the Commission may share information with any entity 

described in paragraph (4)— 

ø(A) the Commission shall receive a written agreement 

from each entity stating that the entity shall abide by the 

confidentiality requirements described in section 8 relating 

to the information on swap transactions that is provided; 

and 

ø(B) each entity shall agree to indemnify the Commission for any expenses arising from litigation relating to the 

information provided under section 8.¿ 

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(5) CONFIDENTIALITY AGREEMENT.—Before the Commission 

may share information with any entity described in paragraph 

(4), the Commission shall receive a written agreement from each 

entity stating that the entity shall abide by the confidentiality 

requirements described in section 8 relating to the information 

on swap transactions that is provided. 

(6) PUBLIC INFORMATION.—Each derivatives clearing organization that clears swaps shall provide to the Commission (including any designee of the Commission) information under 

paragraph (2) in such form and at such frequency as is required by the Commission to comply with the public reporting 

requirements contained in section 2(a)(13). 

* * * * * * * 

SEC. 21. SWAP DATA REPOSITORIES. 

(a) REGISTRATION REQUIREMENT.— 

(1) REQUIREMENT; AUTHORITY OF DERIVATIVES CLEARING ORGANIZATION.— 

(A) IN GENERAL.—It shall be unlawful for any person, 

unless registered with the Commission, directly or indirectly to make use of the mails or any means or instrumentality of interstate commerce to perform the functions 

of a swap data repository. 

(B) REGISTRATION OF DERIVATIVES CLEARING ORGANIZATIONS.—A derivatives clearing organization may register 

as a swap data repository. 

(2) INSPECTION AND EXAMINATION.—Each registered swap 

data repository shall be subject to inspection and examination 

by any representative of the Commission. 

(3) COMPLIANCE WITH CORE PRINCIPLES.— 

(A) IN GENERAL.—To be registered, and maintain registration, as a swap data repository, the swap data repository shall comply with— 

(i) the requirements and core principles described in 

this section; and 

(ii) any requirement that the Commission may impose by rule or regulation pursuant to section 8a(5). 

(B) REASONABLE DISCRETION OF SWAP DATA REPOSITORY.—Unless otherwise determined by the Commission 

by rule or regulation, a swap data repository described in 

subparagraph (A) shall have reasonable discretion in establishing the manner in which the swap data repository 

complies with the core principles described in this section. 

(b) STANDARD SETTING.— 

(1) DATA IDENTIFICATION.— 

(A) IN GENERAL.—In accordance with subparagraph (B), 

the Commission shall prescribe standards that specify the 

data elements for each swap that shall be collected and 

maintained by each registered swap data repository. 

(B) REQUIREMENT.—In carrying out subparagraph (A), 

the Commission shall prescribe consistent data element 

standards applicable to registered entities and reporting 

counterparties. 

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(2) DATA COLLECTION AND MAINTENANCE.—The Commission 

shall prescribe data collection and data maintenance standards 

for swap data repositories. 

(3) COMPARABILITY.—The standards prescribed by the Commission under this subsection shall be comparable to the data 

standards imposed by the Commission on derivatives clearing 

organizations in connection with their clearing of swaps. 

(c) DUTIES.—A swap data repository shall— 

(1) accept data prescribed by the Commission for each swap 

under subsection (b); 

(2) confirm with both counterparties to the swap the accuracy of the data that was submitted; 

(3) maintain the data described in paragraph (1) in such 

form, in such manner, and for such period as may be required 

by the Commission; 

(4)(A) provide direct electronic access to the Commission (or 

any designee of the Commission, including another registered 

entity); and 

(B) provide the information described in paragraph (1) in 

such form and at such frequency as the Commission may require to comply with the public reporting requirements contained in section 2(a)(13); 

(5) at the direction of the Commission, establish automated 

systems for monitoring, screening, and analyzing swap data, 

including compliance and frequency of end user clearing exemption claims by individual and affiliated entities; 

(6) maintain the privacy of any and all swap transaction information that the swap data repository receives from a swap 

dealer, counterparty, or any other registered entity; and 

(7) on a confidential basis pursuant to section 8, upon request, and after notifying the Commission of the request, make 

available all data obtained by the swap data repository, including individual counterparty trade and position data, to— 

(A) each appropriate prudential regulator; 

(B) the Financial Stability Oversight Council; 

(C) the Securities and Exchange Commission; 

(D) the Department of Justice; and 

(E) any other person that the Commission determines to 

be appropriate, including— 

(i) foreign financial supervisors (including foreign futures authorities); 

(ii) foreign central banks; and 

(iii) foreign ministries; and 

(8) establish and maintain emergency procedures, backup facilities, and a plan for disaster recovery that allows for the 

timely recovery and resumption of operations and the fulfillment of the responsibilities and obligations of the organization. 

ø(d) CONFIDENTIALITY AND INDEMNIFICATION AGREEMENT.—Before the swap data repository may share information with any entity described in subsection (c)(7)— 

ø(1) the swap data repository shall receive a written agreement from each entity stating that the entity shall abide by 

the confidentiality requirements described in section 8 relating 

to the information on swap transactions that is provided; and 

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ø(2) each entity shall agree to indemnify the swap data repository and the Commission for any expenses arising from litigation relating to the information provided under section 8.¿ 

(d) CONFIDENTIALITY AGREEMENT.—Before the swap data repository may share information with any entity described in subsection 

(c)(7), the swap data repository shall receive a written agreement 

from each entity stating that the entity shall abide by the confidentiality requirements described in section 8 relating to the information on swap transactions that is provided. 

(e) DESIGNATION OF CHIEF COMPLIANCE OFFICER.— (1) IN GENERAL.—Each swap data repository shall designate 

an individual to serve as a chief compliance officer. 

(2) DUTIES.—The chief compliance officer shall— 

(A) report directly to the board or to the senior officer of 

the swap data repository; 

(B) review the compliance of the swap data repository 

with respect to the requirements and core principles described in this section; 

(C) in consultation with the board of the swap data repository, a body performing a function similar to the board 

of the swap data repository, or the senior officer of the 

swap data repository, resolve any conflicts of interest that 

may arise; 

(D) be responsible for administering each policy and procedure that is required to be established pursuant to this 

section; 

(E) ensure compliance with this Act (including regulations) relating to agreements, contracts, or transactions, 

including each rule prescribed by the Commission under 

this section; 

(F) establish procedures for the remediation of noncompliance issues identified by the chief compliance officer 

through any— 

(i) compliance office review; 

(ii) look-back; 

(iii) internal or external audit finding; 

(iv) self-reported error; or 

(v) validated complaint; and 

(G) establish and follow appropriate procedures for the 

handling, management response, remediation, retesting, 

and closing of noncompliance issues. 

(3) ANNUAL REPORTS.— 

(A) IN GENERAL.—In accordance with rules prescribed by 

the Commission, the chief compliance officer shall annually prepare and sign a report that contains a description 

of— 

(i) the compliance of the swap data repository of the 

chief compliance officer with respect to this Act (including regulations); and 

(ii) each policy and procedure of the swap data repository of the chief compliance officer (including the 

code of ethics and conflict of interest policies of the 

swap data repository). 

(B) REQUIREMENTS.—A compliance report under subparagraph (A) shall— 

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(i) accompany each appropriate financial report of 

the swap data repository that is required to be furnished to the Commission pursuant to this section; 

and 

(ii) include a certification that, under penalty of law, 

the compliance report is accurate and complete. 

(f) CORE PRINCIPLES APPLICABLE TO SWAP DATA REPOSITORIES.— 

(1) ANTITRUST CONSIDERATIONS.—Unless necessary or appropriate to achieve the purposes of this Act, a swap data repository shall not— 

(A) adopt any rule or take any action that results in any 

unreasonable restraint of trade; or 

(B) impose any material anticompetitive burden on the 

trading, clearing, or reporting of transactions. 

(2) GOVERNANCE ARRANGEMENTS.—Each swap data repository shall establish governance arrangements that are transparent— 

(A) to fulfill public interest requirements; and 

(B) to support the objectives of the Federal Government, 

owners, and participants. 

(3) CONFLICTS OF INTEREST.—Each swap data repository 

shall— 

(A) establish and enforce rules to minimize conflicts of 

interest in the decision-making process of the swap data 

repository; and 

(B) establish a process for resolving conflicts of interest 

described in subparagraph (A). 

(4) ADDITIONAL DUTIES DEVELOPED BY COMMISSION.— 

(A) IN GENERAL.—The Commission may develop 1 or 

more additional duties applicable to swap data repositories. 

(B) CONSIDERATION OF EVOLVING STANDARDS.—In developing additional duties under subparagraph (A), the Commission may take into consideration any evolving standard 

of the United States or the international community. 

(C) ADDITIONAL DUTIES FOR COMMISSION DESIGNEES.— 

The Commission shall establish additional duties for any 

registrant described in section 1a(48) in order to minimize 

conflicts of interest, protect data, ensure compliance, and 

guarantee the safety and security of the swap data repository. 

(g) REQUIRED REGISTRATION FOR SWAP DATA REPOSITORIES.—Any 

person that is required to be registered as a swap data repository 

under this section shall register with the Commission regardless of 

whether that person is also licensed as a bank or registered with 

the Securities and Exchange Commission as a swap data repository. 

(h) RULES.—The Commission shall adopt rules governing persons 

that are registered under this section. 

* * * * * * * 

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SECURITIES EXCHANGE ACT OF 1934 

TITLE I—REGULATION OF SECURITIES EXCHANGES 

* * * * * * * 

PERIODICAL AND OTHER REPORTS

SEC. 13. (a) Every issuer of a security registered pursuant to section 12 of this title shall file with the Commission, in accordance 

with such rules and regulations as the Commission may prescribe 

as necessary or appropriate for the proper protection of investors 

and to insure fair dealing in the security— 

(1) such information and documents (and such copies thereof) 

as the Commission shall require to keep reasonably current 

the information and documents required to be included in or 

filed with an application or registration statement filed pursuant to section 12, except that the Commission may not require 

the filing of any material contract wholly executed before July 

1, 1962. 

(2) such annual reports (and such copies thereof), certified if 

required by the rules and regulations of the Commission by 

independent public accountants, and such quarterly reports 

(and such copies thereof), as the Commission may prescribe. 

Every issuer of a security registered on a national securities exchange shall also file a duplicate original of such information, documents, and reports with the exchange. In any registration statement, periodic report, or other reports to be filed with the Commission, an emerging growth company need not present selected financial data in accordance with section 229.301 of title 17, Code of 

Federal Regulations, for any period prior to the earliest audited period presented in connection with its first registration statement 

that became effective under this Act or the Securities Act of 1933 

and, with respect to any such statement or reports, an emerging 

growth company may not be required to comply with any new or 

revised financial accounting standard until such date that a company that is not an issuer (as defined under section 2(a) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7201(a))) is required to comply 

with such new or revised accounting standard, if such standard applies to companies that are not issuers. 

(b)(1) The Commission may prescribe, in regard to reports made 

pursuant to this title, the form or forms in which the required information shall be set forth, the items or details to be shown in the 

balance sheet and the earnings statement, and the methods to be 

followed in the preparation of reports, in the appraisal or valuation 

of assets and liabilities, in the determination of depreciation and 

depletion, in the differentiation of recurring and nonrecurring income, in the differentiation of investment and operating income, 

and in the preparation, where the Commission deems it necessary 

or desirable, of separate and/or consolidated balance sheets or income accounts of any person directly or indirectly controlling or 

controlled by the issuer, or any person under direct or indirect common control with the issuer; but in the case of the reports of any 

person whose methods of accounting are prescribed under the provisions of any law of the United States, or any rule or regulation 

thereunder, the rules and regulations of the Commission with remstockstill on DSK4VPTVN1PROD with HEARINGS

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spect to reports shall not be inconsistent with the requirements imposed by such law or rule or regulation in respect of the same subject matter (except that such rules and regulations of the Commission may be inconsistent with such requirements to the extent that 

the Commission determines that the public interest or the protection of investors so requires). 

(2) Every issuer which has a class of securities registered pursuant to section 12 of this title and every issuer which is required to 

file reports pursuant to section 15(d) of this title shall— 

(A) make and keep books, records, and accounts, which, in 

reasonable detail, accurately and fairly reflect the transactions 

and dispositions of the assets of the issuer; 

(B) devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that— 

(i) transactions are executed in accordance with management’s general or specific authorization; 

(ii) transactions are recorded as necessary (I) to permit 

preparation of financial statements in conformity with generally accepted accounting principles or any other criteria 

applicable to such statements, and (II) to maintain accountability for assets; 

(iii) access to assets is permitted only in accordance with 

management’s general or specific authorization; and 

(iv) the recorded accountability for assets is compared 

with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and 

(C) notwithstanding any other provision of law, pay the allocable share of such issuer of a reasonable annual accounting 

support fee or fees, determined in accordance with section 109 

of the Sarbanes-Oxley Act of 2002. 

(3)(A) With respect to matters concerning the national security of 

the United States, no duty or liability under paragraph (2) of this 

subsection shall be imposed upon any person acting in cooperation 

with the head of any Federal department or agency responsible for 

such matters if such act in cooperation with such head of a department or agency was done upon the specific, written directive of the 

head of such department or agency pursuant to Presidential authority to issue such directives. Each directive issued under this 

paragraph shall set forth the specific facts and circumstances with 

respect to which the provisions of this paragraph are to be invoked. 

Each such directive shall, unless renewed in writing, expire one 

year after the date of issuance. 

(B) Each head of a Federal department or agency of the United 

States who issues a directive pursuant to this paragraph shall 

maintain a complete file of all such directives and shall, on October 

1 of each year, transmit a summary of matters covered by such directives in force at any time during the previous year to the Permanent Select Committee on Intelligence of the House of Representatives and the Select Committee on Intelligence of the Senate. 

(4) No criminal liability shall be imposed for failing to comply 

with the requirements of paragraph (2) of this subsection except as 

provided in paragraph (5) of this subsection. 

(5) No person shall knowingly circumvent or knowingly fail to 

implement a system of internal accounting controls or knowingly 

falsify any book, record, or account described in paragraph (2). 

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(6) Where an issuer which has a class of securities registered 

pursuant to section 12 of this title or an issuer which is required 

to file reports pursuant to section 15(d) of this title holds 50 per 

centum or less of the voting power with respect to a domestic or 

foreign firm, the provisions of paragraph (2) require only that the 

issuer proceed in good faith to use its influence, to the extent reasonable under the issuer’s circumstances, to cause such domestic or 

foreign firm to devise and maintain a system of internal accounting 

controls consistent with paragraph (2). Such circumstances include 

the relative degree of the issuer’s ownership of the domestic or foreign firm and the laws and practices governing the business operations of the country in which such firm is located. An issuer which 

demonstrates good faith efforts to use such influence shall be conclusively presumed to have complied with the requirements of 

paragraph (2). 

(7) For the purpose of paragraph (2) of this subsection, the terms 

‘‘reasonable assurances’’ and ‘‘reasonable detail’’ mean such level of 

detail and degree of assurance as would satisfy prudent officials in 

the conduct of their own affairs. 

(c) If in the judgment of the Commission any report required 

under subsection (a) is inapplicable to any specified class or classes 

of issuers, the Commission shall require in lieu thereof the submission of such reports of comparable character as it may deem applicable to such class or classes of issuers. 

(d)(1) Any person who, after acquiring directly or indirectly the 

beneficial ownership of any equity security of a class which is registered pursuant to section 12 of this title, or any equity security 

of an insurance company which would have been required to be so 

registered except for the exemption contained in section 12(g)(2)(G) 

of this title, or any equity security issued by a closed-end investment company registered under the Investment Company Act of 

1940 or any equity security issued by a Native Corporation pursuant to section 37(d)(6) of the Alaska Native Claims Settlement Act, 

or otherwise becomes or is deemed to become a beneficial owner of 

any of the foregoing upon the purchase or sale of a security-based 

swap that the Commission may define by rule, and is directly or 

indirectly the beneficial owner of more than 5 per centum of such 

class shall, within ten days after such acquisition or within such 

shorter time as the Commission may establish by rule, file with the 

Commission, a statement containing such of the following information, and such additional information, as the Commission may by 

rules and regulations, prescribe as necessary or appropriate in the 

public interest or for the protection of investors— 

(A) the background, and identity, residence, and citizenship 

of, and the nature of such beneficial ownership by, such person 

and all other persons by whom or on whose behalf the purchases have been or are to be effected; 

(B) the source and amount of the funds or other consideration used or to be used in making the purchases, and if any 

part of the purchase price is represented or is to be represented by funds or other consideration borrowed or otherwise 

obtained for the purpose of acquiring, holding, or trading such 

security, a description of the transaction and the names of the 

parties thereto, except that where a source of funds is a loan 

made in the ordinary course of business by a bank, as defined 

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in section 3(a)(6) of this title, if the person filing such statement so requests, the name of the bank shall not be made 

available to the public; 

(C) if the purpose of the purchases or prospective purchases 

is to acquire control of the business of the issuer of the securities any plans or proposals which such persons may have to 

liquidate such issuer, to sell its assets to or merge it with any 

other persons, or to make any other major change in its business or corporate structure; 

(D) the number of shares of such security which are beneficially owned, and the number of shares concerning which 

there is a right to acquire, directly or indirectly, by (i) such 

person, and (ii) by each associate of such person, giving the 

background, identity, residence, and citizenship of each such 

associate; and 

(E) information as to any contracts, arrangements, or understandings with any person with respect to any securities of the 

issuer, including but not limited to transfer of any of the securities, joint ventures, loan or option arrangements, puts or 

calls, guaranties of loans, guaranties against loss or guaranties 

of profits, division of losses or profits, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements, or understandings have been entered 

into, and giving the details thereof. 

(2) If any material change occurs in the facts set forth in the 

statement filed with the Commission, an amendment shall be filed 

with the Commission, in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate 

in the public interest or for the protection of investors. 

(3) When two or more persons act as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, 

holding, or disposing of securities of an issuer, such syndicate or 

group shall be deemed a ‘‘person’’ for the purposes of this subsection. 

(4) In determining, for purposes of this subsection, any percentage of a class of any security, such class shall be deemed to consist 

of the amount of the outstanding securities of such class, exclusive 

of any securities of such class held by or for the account of the 

issuer or a subsidiary of the issuer. 

(5) The Commission, by rule or regulation or by order, may permit any person to file in lieu of the statement required by paragraph (1) of this subsection or the rules and regulations thereunder, a notice stating the name of such person, the number of 

shares of any equity securities subject to paragraph (1) which are 

owned by him, the date of their acquisition and such other information as the Commission may specify, if it appears to the Commission that such securities were acquired by such person in the ordinary course of his business and were not acquired for the purpose 

of and do not have the effect of changing or influencing the control 

of the issuer nor in connection with or as a participant in any 

transaction having such purpose or effect. 

(6) The provisions of this subsection shall not apply to— 

(A) any acquisition or offer to acquire securities made or proposed to be made by means of a registration statement under 

the Securities Act of 1933; 

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(B) any acquisition of the beneficial ownership of a security 

which, together with all other acquisitions by the same person 

of securities of the same class during the preceding twelve 

months, does not exceed 2 per centum of that class; 

(C) any acquisition of an equity security by the issuer of such 

security; 

(D) any acquisition or proposed acquisition of a security 

which the Commission, by rules or regulations or by order, 

shall exempt from the provisions of this subsection as not entered into for the purpose of, and not having the effect of, 

changing or influencing the control of the issuer or otherwise 

as not comprehended within the purposes of this subsection. 

(e)(1) It shall be unlawful for an issuer which has a class of equity securities registered pursuant to section 12 of this title, or 

which is a closed-end investment company registered under the Investment Company Act of 1940, to purchase any equity security 

issued by it if such purchase is in contravention of such rules and 

regulations as the Commission, in the public interest or for the protection of investors, may adopt (A) to define acts and practices 

which are fraudulent, deceptive, or manipulative, and (B) to prescribe means reasonably designed to prevent such acts and practices. Such rules and regulations may require such issuer to provide holders of equity securities of such class with such information 

relating to the reasons for such purchase, the source of funds, the 

number of shares to be purchased, the price to be paid for such securities, the method of purchase, and such additional information, 

as the Commission deems necessary or appropriate in the public interest or for the protection of investors, or which the Commission 

deems to be material to a determination whether such security 

should be sold. 

(2) For the purpose of this subsection, a purchase by or for the 

issuer or any person controlling, controlled by, or under common 

control with the issuer, or a purchase subject to control of the 

issuer or any such person, shall be deemed to be a purchase by the 

issuer. The Commission shall have power to make rules and regulations implementing this paragraph in the public interest and for 

the protection of investors, including exemptive rules and regulations covering situations in which the Commission deems it unnecessary or inappropriate that a purchase of the type described in 

this paragraph shall be deemed to be a purchase by the issuer for 

purposes of some or all of the provisions of paragraph (1) of this 

subsection. 

(3) At the time of filing such statement as the Commission may 

require by rule pursuant to paragraph (1) of this subsection, the 

person making the filing shall pay to the Commission a fee at a 

rate that, subject to paragraph (4), is equal to $92 per $1,000,000 

of the value of securities proposed to be purchased. The fee shall 

be reduced with respect to securities in an amount equal to any fee 

paid with respect to any securities issued in connection with the 

proposed transaction under section 6(b) of the Securities Act of 

1933, or the fee paid under that section shall be reduced in an 

amount equal to the fee paid to the Commission in connection with 

such transaction under this paragraph. 

(4) ANNUAL ADJUSTMENT.—For each fiscal year, the Commission shall by order adjust the rate required by paragraph (3) 

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for such fiscal year to a rate that is equal to the rate (expressed in dollars per million) that is applicable under section 

6(b) of the Securities Act of 1933 for such fiscal year. 

(5) FEE COLLECTIONS.—Fees collected pursuant to this subsection for fiscal year 2012 and each fiscal year thereafter shall 

be deposited and credited as general revenue of the Treasury 

and shall not be available for obligation. 

(6) EFFECTIVE DATE; PUBLICATION.—In exercising its authority under this subsection, the Commission shall not be required 

to comply with the provisions of section 553 of title 5, United 

States Code. An adjusted rate prescribed under paragraph (4) 

shall be published and take effect in accordance with section 

6(b) of the Securities Act of 1933 (15 U.S.C. 77f(b)). 

(7) PRO RATA APPLICATION.—The rates per $1,000,000 required by this subsection shall be applied pro rata to amounts 

and balances of less than $1,000,000. 

(f)(1) Every institutional investment manager which uses the 

mails, or any means or instrumentality of interstate commerce in 

the course of its business as an institutional investment manager 

and which exercises investment discretion with respect to accounts 

holding equity securities of a class described in section 13(d)(1) of 

this title having an aggregate fair market value on the last trading 

day in any of the preceding twelve months of at least $100,000,000 

or such lesser amount (but in no case less than $10,000,000) as the 

Commission, by rule, may determine, shall file reports with the 

Commission in such form, for such periods, and at such times after 

the end of such periods as the Commission, by rule, may prescribe, 

but in no event shall such reports be filed for periods longer than 

one year or shorter than one quarter. Such reports shall include for 

each such equity security held on the last day of the reporting period by accounts (in aggregate or by type as the Commission, by 

rule, may prescribe) with respect to which the institutional investment manager exercises investment discretion (other than securities held in amounts which the Commission, by rule, determines to 

be insignificant for purposes of this subsection), the name of the 

issuer and the title, class, CUSIP number, number of shares or 

principal amount, and aggregate fair market value of each such security. Such reports may also include for accounts (in aggregate or 

by type) with respect to which the institutional investment manager exercises investment discretion such of the following information as the Commission, by rule, prescribes— 

(A) the name of the issuer and the title, class, CUSIP number, number of shares or principal amount, and aggregate fair 

market value or cost or amortized cost of each other security 

(other than an exempted security) held on the last day of the 

reporting period by such accounts; 

(B) the aggregate fair market value or cost or amortized cost 

of exempted securities (in aggregate or by class) held on the 

last day of the reporting period by such accounts; 

(C) the number of shares of each equity security of a class 

described in section 13(d)(1) of this title held on the last day 

of the reporting period by such accounts with respect to which 

the institutional investment manager possesses sole or shared 

authority to exercise the voting rights evidenced by such securities; 

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(D) the aggregate purchases and aggregate sales during the 

reporting period of each security (other than an exempted security) effected by or for such accounts; and 

(E) with respect to any transaction or series of transactions having a market value of at least $500,000 or such other 

amount as the Commission, by rule, may determine, effected 

during the reporting period by or for such accounts in any equity security of a class described in section 13(d)(1) of this 

title— 

(i) the name of the issuer and the title, class, and CUSIP 

number of the security; 

(ii) the number of shares or principal amount of the security involved in the transaction; 

(iii) whether the transaction was a purchase or sale; 

(iv) the per share price or prices at which the transaction was effected; 

(v) the date or dates of the transaction; 

(vi) the date or dates of the settlement of the transaction; 

(vii) the broker or dealer through whom the transaction 

was effected; 

(viii) the market or markets in which the transaction 

was effected; and 

(ix) such other related information as the Commission, 

by rule, may prescribe. 

(2) The Commission shall prescribe rules providing for the 

public disclosure of the name of the issuer and the title, class, 

CUSIP number, aggregate amount of the number of short sales 

of each security, and any additional information determined by 

the Commission following the end of the reporting period. At 

a minimum, such public disclosure shall occur every month. 

(3) The Commission, by rule or order, may exempt, conditionally 

or unconditionally, any institutional investment manager or security or any class of institutional investment managers or securities 

from any or all of the provisions of this subsection or the rules 

thereunder. 

(4) The Commission shall make available to the public for a reasonable fee a list of all equity securities of a class described in section 13(d)(1) of this title, updated no less frequently than reports 

are required to be filed pursuant to paragraph (1) of this subsection. The Commission shall tabulate the information contained 

in any report filed pursuant to this subsection in a manner which 

will, in the view of the Commission, maximize the usefulness of the 

information to other Federal and State authorities and the public. 

Promptly after the filing of any such report, the Commission shall 

make the information contained therein conveniently available to 

the public for a reasonable fee in such form as the Commission, by 

rule, may prescribe, except that the Commission, as it determines 

to be necessary or appropriate in the public interest or for the protection of investors, may delay or prevent public disclosure of any 

such information in accordance with section 552 of title 5, United 

States Code. Notwithstanding the preceding sentence, any such information identifying the securities held by the account of a natural person or an estate or trust (other than a business trust or 

investment company) shall not be disclosed to the public. 

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(5) In exercising its authority under this subsection, the Commission shall determine (and so state) that its action is necessary or 

appropriate in the public interest and for the protection of investors or to maintain fair and orderly markets or, in granting an exemption, that its action is consistent with the protection of investors and the purposes of this subsection. In exercising such authority the Commission shall take such steps as are within its power, 

including consulting with the Comptroller General of the United 

States, the Director of the Office of Management and Budget, the 

appropriate regulatory agencies, Federal and State authorities 

which, directly or indirectly, require reports from institutional investment managers of information substantially similar to that 

called for by this subsection, national securities exchanges, and 

registered securities associations, (A) to achieve uniform, centralized reporting of information concerning the securities holdings of 

and transactions by or for accounts with respect to which institutional investment managers exercise investment discretion, and (B) 

consistently with the objective set forth in the preceding subparagraph, to avoid unnecessarily duplicative reporting by, and minimize the compliance burden on, institutional investment managers. 

Federal authorities which, directly or indirectly, require reports 

from institutional investment managers of information substantially similar to that called for by this subsection shall cooperate 

with the Commission in the performance of its responsibilities 

under the preceding sentence. An institutional investment manager 

which is a bank, the deposits of which are insured in accordance 

with the Federal Deposit Insurance Act, shall file with the appropriate regulatory agency a copy of every report filed with the Commission pursuant to this subsection. 

(6)(A) For purposes of this subsection the term ‘‘institutional investment manager’’ includes any person, other than a natural person, investing in or buying and selling securities for its own account, and any person exercising investment discretion with respect to the account of any other person. 

(B) The Commission shall adopt such rules as it deems necessary 

or appropriate to prevent duplicative reporting pursuant to this 

subsection by two or more institutional investment managers exercising investment discretion with respect to the same amount. 

(g)(1) Any person who is directly or indirectly the beneficial 

owner of more than 5 per centum of any security of a class described in subsection (d)(1) of this section or otherwise becomes or 

is deemed to become a beneficial owner of any security of a class 

described in subsection (d)(1) upon the purchase or sale of a security-based swap that the Commission may define by ruleshall file 

with the Commission a statement setting forth, in such form and 

at such time as the Commission may, by rule, prescribe— 

(A) such person’s identity, residence, and citizenship; and 

(B) the number and description of the shares in which such 

person has an interest and the nature of such interest. 

(2) If any material change occurs in the facts set forth in the 

statement filed with the Commission, an amendment shall be filed 

with the Commission, in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate 

in the public interest or for the protection of investors. 

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(3) When two or more persons act as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, 

holding, or disposing of securities of an issuer, such syndicate or 

group shall be deemed a ‘‘person’’ for the purposes of this subsection. 

(4) In determining, for purposes of this subsection, any percentage of a class of any security, such class shall be deemed to consist 

of the amount of the outstanding securities of such class, exclusive 

of any securities of such class held by or for the account of the 

issuer or a subsidiary of the issuer. 

(5) In exercising its authority under this subsection, the Commission shall take such steps as it deems necessary or appropriate in 

the public interest or for the protection of investors (A) to achieve 

centralized reporting of information regarding ownership, (B) to 

avoid unnecessarily duplicative reporting by and minimize the compliance burden on persons required to report, and (C) to tabulate 

and promptly make available the information contained in any report filed pursuant to this subsection in a manner which will, in 

the view of the Commission, maximize the usefulness of the information to other Federal and State agencies and the public. 

(6) The Commission may, by rule or order, exempt, in whole or 

in part, any person or class of persons from any or all of the reporting requirements of this subsection as it deems necessary or appropriate in the public interest or for the protection of investors. 

(h) LARGE TRADER REPORTING.— (1) IDENTIFICATION REQUIREMENTS FOR LARGE TRADERS.—For 

the purpose of monitoring the impact on the securities markets 

of securities transactions involving a substantial volume or a 

large fair market value or exercise value and for the purpose 

of otherwise assisting the Commission in the enforcement of 

this title, each large trader shall— 

(A) provide such information to the Commission as the 

Commission may by rule or regulation prescribe as necessary or appropriate, identifying such large trader and all 

accounts in or through which such large trader effects such 

transactions; and 

(B) identify, in accordance with such rules or regulations 

as the Commission may prescribe as necessary or appropriate, to any registered broker or dealer by or through 

whom such large trader directly or indirectly effects securities transactions, such large trader and all accounts directly or indirectly maintained with such broker or dealer 

by such large trader in or through which such transactions 

are effected. 

(2) RECORDKEEPING AND REPORTING REQUIREMENTS FOR BROKERS AND DEALERS.—Every registered broker or dealer shall 

make and keep for prescribed periods such records as the Commission by rule or regulation prescribes as necessary or appropriate in the public interest, for the protection of investors, or 

otherwise in furtherance of the purposes of this title, with respect to securities transactions that equal or exceed the reporting activity level effected directly or indirectly by or through 

such registered broker or dealer of or for any person that such 

broker or dealer knows is a large trader, or any person that 

such broker or dealer has reason to know is a large trader on 

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the basis of transactions in securities effected by or through 

such broker or dealer. Such records shall be available for reporting to the Commission, or any self-regulatory organization 

that the Commission shall designate to receive such reports, on 

the morning of the day following the day the transactions were 

effected, and shall be reported to the Commission or a self-regulatory organization designated by the Commission immediately upon request by the Commission or such a self-regulatory organization. Such records and reports shall be in a format and transmitted in a manner prescribed by the Commission (including, but not limited to, machine readable form). 

(3) AGGREGATION RULES.—The Commission may prescribe 

rules or regulations governing the manner in which transactions and accounts shall be aggregated for the purpose of 

this subsection, including aggregation on the basis of common 

ownership or control. 

(4) EXAMINATION OF BROKER AND DEALER RECORDS.—All 

records required to be made and kept by registered brokers 

and dealers pursuant to this subsection with respect to transactions effected by large traders are subject at any time, or 

from time to time, to such reasonable periodic, special, or other 

examinations by representatives of the Commission as the 

Commission deems necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of this title. 

(5) FACTORS TO BE CONSIDERED IN COMMISSION ACTIONS.—In 

exercising its authority under this subsection, the Commission 

shall take into account— 

(A) existing reporting systems; 

(B) the costs associated with maintaining information 

with respect to transactions effected by large traders and 

reporting such information to the Commission or self-regulatory organizations; and 

(C) the relationship between the United States and 

international securities markets. 

(6) EXEMPTIONS.—The Commission, by rule, regulation, or 

order, consistent with the purposes of this title, may exempt 

any person or class of persons or any transaction or class of 

transactions, either conditionally or upon specified terms and 

conditions or for stated periods, from the operation of this subsection, and the rules and regulations thereunder. 

(7) AUTHORITY OF COMMISSION TO LIMIT DISCLOSURE OF INFORMATION.—Notwithstanding any other provision of law, the 

Commission shall not be compelled to disclose any information 

required to be kept or reported under this subsection. Nothing 

in this subsection shall authorize the Commission to withhold 

information from Congress, or prevent the Commission from 

complying with a request for information from any other Federal department or agency requesting information for purposes 

within the scope of its jurisdiction, or complying with an order 

of a court of the United States in an action brought by the 

United States or the Commission. For purposes of section 552 

of title 5, United States Code, this subsection shall be considered a statute described in subsection (b)(3)(B) of such section 

552. 

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(8) DEFINITIONS.—For purposes of this subsection— 

(A) the term ‘‘large trader’’ means every person who, for 

his own account or an account for which he exercises investment discretion, effects transactions for the purchase 

or sale of any publicly traded security or securities by use 

of any means or instrumentality of interstate commerce or 

of the mails, or of any facility of a national securities exchange, directly or indirectly by or through a registered 

broker or dealer in an aggregate amount equal to or in excess of the identifying activity level; 

(B) the term ‘‘publicly traded security’’ means any equity 

security (including an option on individual equity securities, and an option on a group or index of such securities) 

listed, or admitted to unlisted trading privileges, on a national securities exchange, or quoted in an automated 

interdealer quotation system; 

(C) the term ‘‘identifying activity level’’ means transactions in publicly traded securities at or above a level of 

volume, fair market value, or exercise value as shall be 

fixed from time to time by the Commission by rule or regulation, specifying the time interval during which such 

transactions shall be aggregated; 

(D) the term ‘‘reporting activity level’’ means transactions in publicly traded securities at or above a level of 

volume, fair market value, or exercise value as shall be 

fixed from time to time by the Commission by rule, regulation, or order, specifying the time interval during which 

such transactions shall be aggregated; and 

(E) the term ‘‘person’’ has the meaning given in section 

3(a)(9) of this title and also includes two or more persons 

acting as a partnership, limited partnership, syndicate, or 

other group, but does not include a foreign central bank. 

(i) ACCURACY OF FINANCIAL REPORTS.—Each financial report that 

contains financial statements, and that is required to be prepared 

in accordance with (or reconciled to) generally accepted accounting 

principles under this title and filed with the Commission shall reflect all material correcting adjustments that have been identified 

by a registered public accounting firm in accordance with generally 

accepted accounting principles and the rules and regulations of the 

Commission. 

(j) OFF-BALANCE SHEET TRANSACTIONS.—Not later than 180 days 

after the date of enactment of the Sarbanes-Oxley Act of 2002, the 

Commission shall issue final rules providing that each annual and 

quarterly financial report required to be filed with the Commission 

shall disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the issuer with unconsolidated entities or other persons, that may have a material current or future effect on financial 

condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. 

(k) PROHIBITION ON PERSONAL LOANS TO EXECUTIVES.— (1) IN GENERAL.—It shall be unlawful for any issuer (as defined in section 2 of the Sarbanes-Oxley Act of 2002), directly 

or indirectly, including through any subsidiary, to extend or 

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maintain credit, to arrange for the extension of credit, or to 

renew an extension of credit, in the form of a personal loan to 

or for any director or executive officer (or equivalent thereof) 

of that issuer. An extension of credit maintained by the issuer 

on the date of enactment of this subsection shall not be subject 

to the provisions of this subsection, provided that there is no 

material modification to any term of any such extension of 

credit or any renewal of any such extension of credit on or 

after that date of enactment. 

(2) LIMITATION.—Paragraph (1) does not preclude any home 

improvement and manufactured home loans (as that term is 

defined in section 5 of the Home Owners’ Loan Act (12 U.S.C. 

1464)), consumer credit (as defined in section 103 of the Truth 

in Lending Act (15 U.S.C. 1602)), or any extension of credit 

under an open end credit plan (as defined in section 103 of the 

Truth in Lending Act (15 U.S.C. 1602)), or a charge card (as 

defined in section 127(c)(4)(e) of the Truth in Lending Act (15 

U.S.C. 1637(c)(4)(e)), or any extension of credit by a broker or 

dealer registered under section 15 of this title to an employee 

of that broker or dealer to buy, trade, or carry securities, that 

is permitted under rules or regulations of the Board of Governors of the Federal Reserve System pursuant to section 7 of 

this title (other than an extension of credit that would be used 

to purchase the stock of that issuer), that is— 

(A) made or provided in the ordinary course of the consumer credit business of such issuer; 

(B) of a type that is generally made available by such 

issuer to the public; and 

(C) made by such issuer on market terms, or terms that 

are no more favorable than those offered by the issuer to 

the general public for such extensions of credit. 

(3) RULE OF CONSTRUCTION FOR CERTAIN LOANS.—Paragraph 

(1) does not apply to any loan made or maintained by an insured depository institution (as defined in section 3 of the Federal Deposit Insurance Act (12 U.S.C. 1813)), if the loan is subject to the insider lending restrictions of section 22(h) of the 

Federal Reserve Act (12 U.S.C. 375b). 

(l) REAL TIME ISSUER DISCLOSURES.—Each issuer reporting 

under section 13(a) or 15(d) shall disclose to the public on a rapid 

and current basis such additional information concerning material 

changes in the financial condition or operations of the issuer, in 

plain English, which may include trend and qualitative information 

and graphic presentations, as the Commission determines, by rule, 

is necessary or useful for the protection of investors and in the public interest. 

(m) PUBLIC AVAILABILITY OF SECURITY-BASED SWAP TRANSACTION

DATA.— 

(1) IN GENERAL.— 

(A) DEFINITION OF REAL-TIME PUBLIC REPORTING.—In 

this paragraph, the term ‘‘real-time public reporting’’ 

means to report data relating to a security-based swap 

transaction, including price and volume, as soon as technologically practicable after the time at which the securitybased swap transaction has been executed. 

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(B) PURPOSE.—The purpose of this subsection is to authorize the Commission to make security-based swap 

transaction and pricing data available to the public in such 

form and at such times as the Commission determines appropriate to enhance price discovery. 

(C) GENERAL RULE.—The Commission is authorized to 

provide by rule for the public availability of security-based 

swap transaction, volume, and pricing data as follows: 

(i) With respect to those security-based swaps that 

are subject to the mandatory clearing requirement described in section 3C(a)(1) (including those securitybased swaps that are excepted from the requirement 

pursuant to section 3C(g)), the Commission shall require real-time public reporting for such transactions. 

(ii) With respect to those security-based swaps that 

are not subject to the mandatory clearing requirement 

described in section 3C(a)(1), but are cleared at a registered clearing agency, the Commission shall require 

real-time public reporting for such transactions. 

(iii) With respect to security-based swaps that are 

not cleared at a registered clearing agency and which 

are reported to a security-based swap data repository 

or the Commission under section 3C(a)(6), the Commission shall require real-time public reporting for 

such transactions, in a manner that does not disclose 

the business transactions and market positions of any 

person. 

(iv) With respect to security-based swaps that are 

determined to be required to be cleared under section 

3C(b) but are not cleared, the Commission shall require real-time public reporting for such transactions. 

(D) REGISTERED ENTITIES AND PUBLIC REPORTING.—The 

Commission may require registered entities to publicly disseminate the security-based swap transaction and pricing 

data required to be reported under this paragraph. 

(E) RULEMAKING REQUIRED.—With respect to the rule 

providing for the public availability of transaction and 

pricing data for security-based swaps described in clauses 

(i) and (ii) of subparagraph (C), the rule promulgated by 

the Commission shall contain provisions— 

(i) to ensure such information does not identify the 

participants; 

(ii) to specify the criteria for determining what constitutes a large notional security-based swap transaction (block trade) for particular markets and contracts; 

(iii) to specify the appropriate time delay for reporting large notional security-based swap transactions 

(block trades) to the public; and 

(iv) that take into account whether the public disclosure will materially reduce market liquidity. 

(F) TIMELINESS OF REPORTING.—Parties to a securitybased swap (including agents of the parties to a securitybased swap) shall be responsible for reporting securitybased swap transaction information to the appropriate regmstockstill on DSK4VPTVN1PROD with HEARINGS

34 

istered entity in a timely manner as may be prescribed by 

the Commission. 

(G) REPORTING OF SWAPS TO REGISTERED SECURITYBASED SWAP DATA REPOSITORIES.—Each security-based 

swap (whether cleared or uncleared) shall be reported to a 

registered security-based swap data repository. 

(H) REGISTRATION OF CLEARING AGENCIES.—A clearing 

agency may register as a security-based swap data repository. 

(2) SEMIANNUAL AND ANNUAL PUBLIC REPORTING OF AGGREGATE SECURITY-BASED SWAP DATA.— 

(A) IN GENERAL.—In accordance with subparagraph (B), 

the Commission shall issue a written report on a semiannual and annual basis to make available to the public 

information relating to— 

(i) the trading and clearing in the major securitybased swap categories; and 

(ii) the market participants and developments in 

new products. 

(B) USE; CONSULTATION.—In preparing a report under 

subparagraph (A), the Commission shall— 

(i) use information from security-based swap data 

repositories and clearing agencies; and 

(ii) consult with the Office of the Comptroller of the 

Currency, the Bank for International Settlements, and 

such other regulatory bodies as may be necessary. 

(C) AUTHORITY OF COMMISSION.—The Commission may, 

by rule, regulation, or order, delegate the public reporting 

responsibilities of the Commission under this paragraph in 

accordance with such terms and conditions as the Commission determines to be appropriate and in the public interest. 

(n) SECURITY-BASED SWAP DATA REPOSITORIES.— 

(1) REGISTRATION REQUIREMENT.—It shall be unlawful for 

any person, unless registered with the Commission, directly or 

indirectly, to make use of the mails or any means or instrumentality of interstate commerce to perform the functions of a 

security-based swap data repository. 

(2) INSPECTION AND EXAMINATION.—Each registered securitybased swap data repository shall be subject to inspection and 

examination by any representative of the Commission. 

(3) COMPLIANCE WITH CORE PRINCIPLES.— 

(A) IN GENERAL.—To be registered, and maintain registration, as a security-based swap data repository, the security-based swap data repository shall comply with— 

(i) the requirements and core principles described in 

this subsection; and 

(ii) any requirement that the Commission may impose by rule or regulation. 

(B) REASONABLE DISCRETION OF SECURITY-BASED SWAP

DATA REPOSITORY.—Unless otherwise determined by the 

Commission, by rule or regulation, a security-based swap 

data repository described in subparagraph (A) shall have 

reasonable discretion in establishing the manner in which 

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the security-based swap data repository complies with the 

core principles described in this subsection. 

(4) STANDARD SETTING.— 

(A) DATA IDENTIFICATION.— 

(i) IN GENERAL.—In accordance with clause (ii), the 

Commission shall prescribe standards that specify the 

data elements for each security-based swap that shall 

be collected and maintained by each registered security-based swap data repository. 

(ii) REQUIREMENT.—In carrying out clause (i), the 

Commission shall prescribe consistent data element 

standards applicable to registered entities and reporting counterparties. 

(B) DATA COLLECTION AND MAINTENANCE.—The Commission shall prescribe data collection and data maintenance 

standards for security-based swap data repositories. 

(C) COMPARABILITY.—The standards prescribed by the 

Commission under this subsection shall be comparable to 

the data standards imposed by the Commission on clearing 

agencies in connection with their clearing of security-based 

swaps. 

(5) DUTIES.—A security-based swap data repository shall— 

(A) accept data prescribed by the Commission for each 

security-based swap under subsection (b); 

(B) confirm with both counterparties to the securitybased swap the accuracy of the data that was submitted; 

(C) maintain the data described in subparagraph (A) in 

such form, in such manner, and for such period as may be 

required by the Commission; 

(D)(i) provide direct electronic access to the Commission 

(or any designee of the Commission, including another registered entity); and 

(ii) provide the information described in subparagraph 

(A) in such form and at such frequency as the Commission 

may require to comply with the public reporting requirements set forth in subsection (m); 

(E) at the direction of the Commission, establish automated systems for monitoring, screening, and analyzing 

security-based swap data; 

(F) maintain the privacy of any and all security-based 

swap transaction information that the security-based swap 

data repository receives from a security-based swap dealer, 

counterparty, or any other registered entity; and 

(G) on a confidential basis pursuant to section 24, upon 

request, and after notifying the Commission of the request, 

make available all data obtained by the security-based 

swap data repository, including individual counterparty 

trade and position data, to— 

(i) each appropriate prudential regulator; 

(ii) the Financial Stability Oversight Council; 

(iii) the Commodity Futures Trading Commission; 

(iv) the Department of Justice; and 

(v) any other person that the Commission determines to be appropriate, including— 

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(I) foreign financial supervisors (including foreign futures authorities); 

(II) foreign central banks; and 

(III) foreign ministries. 

ø(H) CONFIDENTIALITY AND INDEMNIFICATION AGREE- MENT.—Before the security-based swap data repository 

may share information with any entity described in subparagraph (G)— 

ø(i) the security-based swap data repository shall receive a written agreement from each entity stating 

that the entity shall abide by the confidentiality requirements described in section 24 relating to the information on security-based swap transactions that is 

provided; and 

ø(ii) each entity shall agree to indemnify the security-based swap data repository and the Commission 

for any expenses arising from litigation relating to the 

information provided under section 24.¿ 

(H) CONFIDENTIALITY AGREEMENT.—Before the securitybased swap data repository may share information with 

any entity described in subparagraph (G), the securitybased swap data repository shall receive a written agreement from each entity stating that the entity shall abide by 

the confidentiality requirements described in section 24 relating to the information on security-based swap transactions that is provided. 

(6) DESIGNATION OF CHIEF COMPLIANCE OFFICER.— (A) IN GENERAL.—Each security-based swap data repository shall designate an individual to serve as a chief compliance officer. 

(B) DUTIES.—The chief compliance officer shall— 

(i) report directly to the board or to the senior officer 

of the security-based swap data repository; 

(ii) review the compliance of the security-based swap 

data repository with respect to the requirements and 

core principles described in this subsection; 

(iii) in consultation with the board of the securitybased swap data repository, a body performing a function similar to the board of the security-based swap 

data repository, or the senior officer of the securitybased swap data repository, resolve any conflicts of interest that may arise; 

(iv) be responsible for administering each policy and 

procedure that is required to be established pursuant 

to this section; 

(v) ensure compliance with this title (including regulations) relating to agreements, contracts, or transactions, including each rule prescribed by the Commission under this section; 

(vi) establish procedures for the remediation of noncompliance issues identified by the chief compliance 

officer through any— 

(I) compliance office review; 

(II) look-back; 

(III) internal or external audit finding; 

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(IV) self-reported error; or 

(V) validated complaint; and 

(vii) establish and follow appropriate procedures for 

the handling, management response, remediation, retesting, and closing of noncompliance issues. 

(C) ANNUAL REPORTS.— (i) IN GENERAL.—In accordance with rules prescribed 

by the Commission, the chief compliance officer shall 

annually prepare and sign a report that contains a description of— 

(I) the compliance of the security-based swap 

data repository of the chief compliance officer with 

respect to this title (including regulations); and 

(II) each policy and procedure of the securitybased swap data repository of the chief compliance 

officer (including the code of ethics and conflict of 

interest policies of the security-based swap data 

repository). 

(ii) REQUIREMENTS.—A compliance report under 

clause (i) shall— 

(I) accompany each appropriate financial report 

of the security-based swap data repository that is 

required to be furnished to the Commission pursuant to this section; and 

(II) include a certification that, under penalty of 

law, the compliance report is accurate and complete. 

(7) CORE PRINCIPLES APPLICABLE TO SECURITY-BASED SWAP

DATA REPOSITORIES.— 

(A) ANTITRUST CONSIDERATIONS.—Unless necessary or 

appropriate to achieve the purposes of this title, the swap 

data repository shall not— 

(i) adopt any rule or take any action that results in 

any unreasonable restraint of trade; or 

(ii) impose any material anticompetitive burden on 

the trading, clearing, or reporting of transactions. 

(B) GOVERNANCE ARRANGEMENTS.—Each security-based 

swap data repository shall establish governance arrangements that are transparent— 

(i) to fulfill public interest requirements; and 

(ii) to support the objectives of the Federal Government, owners, and participants. 

(C) CONFLICTS OF INTEREST.—Each security-based swap 

data repository shall— 

(i) establish and enforce rules to minimize conflicts 

of interest in the decision-making process of the security-based swap data repository; and 

(ii) establish a process for resolving any conflicts of 

interest described in clause (i). 

(D) ADDITIONAL DUTIES DEVELOPED BY COMMISSION.— (i) IN GENERAL.—The Commission may develop 1 or 

more additional duties applicable to security-based 

swap data repositories. 

(ii) CONSIDERATION OF EVOLVING STANDARDS.—In developing additional duties under subparagraph (A), 

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the Commission may take into consideration any 

evolving standard of the United States or the international community. 

(iii) ADDITIONAL DUTIES FOR COMMISSION DES- IGNEES.—The Commission shall establish additional 

duties for any registrant described in section 

13(m)(2)(C) in order to minimize conflicts of interest, 

protect data, ensure compliance, and guarantee the 

safety and security of the security-based swap data repository. 

(8) REQUIRED REGISTRATION FOR SECURITY-BASED SWAP DATA

REPOSITORIES.—Any person that is required to be registered as 

a security-based swap data repository under this subsection 

shall register with the Commission, regardless of whether that 

person is also licensed under the Commodity Exchange Act as 

a swap data repository. 

(9) RULES.—The Commission shall adopt rules governing 

persons that are registered under this subsection. 

(o) BENEFICIAL OWNERSHIP.—For purposes of this section and section 16, a person shall be deemed to acquire beneficial ownership 

of an equity security based on the purchase or sale of a securitybased swap, only to the extent that the Commission, by rule, determines after consultation with the prudential regulators and the 

Secretary of the Treasury, that the purchase or sale of the securitybased swap, or class of security-based swap, provides incidents of 

ownership comparable to direct ownership of the equity security, 

and that it is necessary to achieve the purposes of this section that 

the purchase or sale of the security-based swaps, or class of security-based swap, be deemed the acquisition of beneficial ownership 

of the equity security. 

(p) DISCLOSURES RELATING TO CONFLICT MINERALS ORIGINATING

IN THE DEMOCRATIC REPUBLIC OF THE CONGO.— 

(1) REGULATIONS.— (A) IN GENERAL.—Not later than 270 days after the date 

of the enactment of this subsection, the Commission shall 

promulgate regulations requiring any person described in 

paragraph (2) to disclose annually, beginning with the person’s first full fiscal year that begins after the date of promulgation of such regulations, whether conflict minerals 

that are necessary as described in paragraph (2)(B), in the 

year for which such reporting is required, did originate in 

the Democratic Republic of the Congo or an adjoining 

country and, in cases in which such conflict minerals did 

originate in any such country, submit to the Commission 

a report that includes, with respect to the period covered 

by the report— 

(i) a description of the measures taken by the person 

to exercise due diligence on the source and chain of 

custody of such minerals, which measures shall include an independent private sector audit of such report submitted through the Commission that is conducted in accordance with standards established by 

the Comptroller General of the United States, in accordance with rules promulgated by the Commission, 

in consultation with the Secretary of State; and 

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(ii) a description of the products manufactured or 

contracted to be manufactured that are not DRC conflict free (‘‘DRC conflict free’’ is defined to mean the 

products that do not contain minerals that directly or 

indirectly finance or benefit armed groups in the 

Democratic Republic of the Congo or an adjoining 

country), the entity that conducted the independent 

private sector audit in accordance with clause (i), the 

facilities used to process the conflict minerals, the 

country of origin of the conflict minerals, and the efforts to determine the mine or location of origin with 

the greatest possible specificity. 

(B) CERTIFICATION.—The person submitting a report 

under subparagraph (A) shall certify the audit described in 

clause (i) of such subparagraph that is included in such report. Such a certified audit shall constitute a critical component of due diligence in establishing the source and 

chain of custody of such minerals. 

(C) UNRELIABLE DETERMINATION.—If a report required to 

be submitted by a person under subparagraph (A) relies on 

a determination of an independent private sector audit, as 

described under subparagraph (A)(i), or other due diligence 

processes previously determined by the Commission to be 

unreliable, the report shall not satisfy the requirements of 

the regulations promulgated under subparagraph (A)(i). 

(D) DRC CONFLICT FREE.—For purposes of this paragraph, a product may be labeled as ‘‘DRC conflict free’’ if 

the product does not contain conflict minerals that directly 

or indirectly finance or benefit armed groups in the Democratic Republic of the Congo or an adjoining country. 

(E) INFORMATION AVAILABLE TO THE PUBLIC.—Each person described under paragraph (2) shall make available to 

the public on the Internet website of such person the information disclosed by such person under subparagraph (A). 

(2) PERSON DESCRIBED.—A person is described in this paragraph if— 

(A) the person is required to file reports with the Commission pursuant to paragraph (1)(A); and 

(B) conflict minerals are necessary to the functionality or 

production of a product manufactured by such person. 

(3) REVISIONS AND WAIVERS.—The Commission shall revise 

or temporarily waive the requirements described in paragraph 

(1) if the President transmits to the Commission a determination that— 

(A) such revision or waiver is in the national security interest of the United States and the President includes the 

reasons therefor; and 

(B) establishes a date, not later than 2 years after the 

initial publication of such exemption, on which such exemption shall expire. 

(4) TERMINATION OF DISCLOSURE REQUIREMENTS.—The requirements of paragraph (1) shall terminate on the date on 

which the President determines and certifies to the appropriate 

congressional committees, but in no case earlier than the date 

that is one day after the end of the 5-year period beginning on 

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the date of the enactment of this subsection, that no armed 

groups continue to be directly involved and benefitting from 

commercial activity involving conflict minerals. 

(5) DEFINITIONS.—For purposes of this subsection, the terms 

‘‘adjoining country’’, ‘‘appropriate congressional committees’’, 

‘‘armed group’’, and ‘‘conflict mineral’’ have the meaning given 

those terms under section 1502 of the Dodd-Frank Wall Street 

Reform and Consumer Protection Act. 

(q) DISCLOSURE OF PAYMENTS BY RESOURCE EXTRACTION

ISSUERS.— 

(1) DEFINITIONS.—In this subsection— 

(A) the term ‘‘commercial development of oil, natural 

gas, or minerals’’ includes exploration, extraction, processing, export, and other significant actions relating to oil, 

natural gas, or minerals, or the acquisition of a license for 

any such activity, as determined by the Commission; 

(B) the term ‘‘foreign government’’ means a foreign government, a department, agency, or instrumentality of a 

foreign government, or a company owned by a foreign government, as determined by the Commission; 

(C) the term ‘‘payment’’— 

(i) means a payment that is— 

(I) made to further the commercial development 

of oil, natural gas, or minerals; and 

(II) not de minimis; and 

(ii) includes taxes, royalties, fees (including license 

fees), production entitlements, bonuses, and other material benefits, that the Commission, consistent with 

the guidelines of the Extractive Industries Transparency Initiative (to the extent practicable), determines are part of the commonly recognized revenue 

stream for the commercial development of oil, natural 

gas, or minerals; 

(D) the term ‘‘resource extraction issuer’’ means an 

issuer that— 

(i) is required to file an annual report with the Commission; and 

(ii) engages in the commercial development of oil, 

natural gas, or minerals; 

(E) the term ‘‘interactive data format’’ means an electronic data format in which pieces of information are identified using an interactive data standard; and 

(F) the term ‘‘interactive data standard’’ means standardized list of electronic tags that mark information included in the annual report of a resource extraction issuer. 

(2) DISCLOSURE.— 

(A) INFORMATION REQUIRED.—Not later than 270 days 

after the date of enactment of the Dodd-Frank Wall Street 

Reform and Consumer Protection Act, the Commission 

shall issue final rules that require each resource extraction 

issuer to include in an annual report of the resource extraction issuer information relating to any payment made 

by the resource extraction issuer, a subsidiary of the resource extraction issuer, or an entity under the control of 

the resource extraction issuer to a foreign government or 

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the Federal Government for the purpose of the commercial 

development of oil, natural gas, or minerals, including— 

(i) the type and total amount of such payments 

made for each project of the resource extraction issuer 

relating to the commercial development of oil, natural 

gas, or minerals; and 

(ii) the type and total amount of such payments 

made to each government. 

(B) CONSULTATION IN RULEMAKING.—In issuing rules 

under subparagraph (A), the Commission may consult with 

any agency or entity that the Commission determines is 

relevant. 

(C) INTERACTIVE DATA FORMAT.—The rules issued under 

subparagraph (A) shall require that the information included in the annual report of a resource extraction issuer 

be submitted in an interactive data format. 

(D) INTERACTIVE DATA STANDARD.— 

(i) IN GENERAL.—The rules issued under subparagraph (A) shall establish an interactive data standard 

for the information included in the annual report of a 

resource extraction issuer. 

(ii) ELECTRONIC TAGS.—The interactive data standard shall include electronic tags that identify, for any 

payments made by a resource extraction issuer to a 

foreign government or the Federal Government— 

(I) the total amounts of the payments, by category; 

(II) the currency used to make the payments; 

(III) the financial period in which the payments 

were made; 

(IV) the business segment of the resource extraction issuer that made the payments; 

(V) the government that received the payments, 

and the country in which the government is located; 

(VI) the project of the resource extraction issuer 

to which the payments relate; and 

(VII) such other information as the Commission 

may determine is necessary or appropriate in the 

public interest or for the protection of investors. 

(E) INTERNATIONAL TRANSPARENCY EFFORTS.—To the extent practicable, the rules issued under subparagraph (A) 

shall support the commitment of the Federal Government 

to international transparency promotion efforts relating to 

the commercial development of oil, natural gas, or minerals. 

(F) EFFECTIVE DATE.—With respect to each resource extraction issuer, the final rules issued under subparagraph 

(A) shall take effect on the date on which the resource extraction issuer is required to submit an annual report relating to the fiscal year of the resource extraction issuer 

that ends not earlier than 1 year after the date on which 

the Commission issues final rules under subparagraph (A). 

(3) PUBLIC AVAILABILITY OF INFORMATION.— 

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(A) IN GENERAL.—To the extent practicable, the Commission shall make available online, to the public, a compilation of the information required to be submitted under the 

rules issued under paragraph (2)(A). 

(B) OTHER INFORMATION.—Nothing in this paragraph 

shall require the Commission to make available online information other than the information required to be submitted under the rules issued under paragraph (2)(A). 

(4) AUTHORIZATION OF APPROPRIATIONS.—There are authorized to be appropriated to the Commission such sums as may 

be necessary to carry out this subsection. 

(r) DISCLOSURE OF CERTAIN ACTIVITIES RELATING TO IRAN.— 

(1) IN GENERAL.—Each issuer required to file an annual or 

quarterly report under subsection (a) shall disclose in that report the information required by paragraph (2) if, during the 

period covered by the report, the issuer or any affiliate of the 

issuer— 

(A) knowingly engaged in an activity described in subsection (a) or (b) of section 5 of the Iran Sanctions Act of 

1996 (Public Law 104–172; 50 U.S.C. 1701 note); 

(B) knowingly engaged in an activity described in subsection (c)(2) of section 104 of the Comprehensive Iran 

Sanctions, Accountability, and Divestment Act of 2010 (22 

U.S.C. 8513) or a transaction described in subsection (d)(1) 

of that section; 

(C) knowingly engaged in an activity described in section 

105A(b)(2) of that Act; or 

(D) knowingly conducted any transaction or dealing 

with— 

(i) any person the property and interests in property 

of which are blocked pursuant to Executive Order No. 

13224 (66 Fed. Reg. 49079; relating to blocking property and prohibiting transactions with persons who 

commit, threaten to commit, or support terrorism); 

(ii) any person the property and interests in property of which are blocked pursuant to Executive Order 

No. 13382 (70 Fed. Reg. 38567; relating to blocking of 

property of weapons of mass destruction proliferators 

and their supporters); or 

(iii) any person or entity identified under section 

560.304 of title 31, Code of Federal Regulations (relating to the definition of the Government of Iran) without the specific authorization of a Federal department 

or agency. 

(2) INFORMATION REQUIRED.—If an issuer or an affiliate of 

the issuer has engaged in any activity described in paragraph 

(1), the issuer shall disclose a detailed description of each such 

activity, including— 

(A) the nature and extent of the activity; 

(B) the gross revenues and net profits, if any, attributable to the activity; and 

(C) whether the issuer or the affiliate of the issuer (as 

the case may be) intends to continue the activity. 

(3) NOTICE OF DISCLOSURES.—If an issuer reports under 

paragraph (1) that the issuer or an affiliate of the issuer has 

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knowingly engaged in any activity described in that paragraph, 

the issuer shall separately file with the Commission, concurrently with the annual or quarterly report under subsection 

(a), a notice that the disclosure of that activity has been included in that annual or quarterly report that identifies the 

issuer and contains the information required by paragraph (2). 

(4) PUBLIC DISCLOSURE OF INFORMATION.—Upon receiving a 

notice under paragraph (3) that an annual or quarterly report 

includes a disclosure of an activity described in paragraph (1), 

the Commission shall promptly— 

(A) transmit the report to— 

(i) the President; 

(ii) the Committee on Foreign Affairs and the Committee on Financial Services of the House of Representatives; and 

(iii) the Committee on Foreign Relations and the 

Committee on Banking, Housing, and Urban Affairs of 

the Senate; and 

(B) make the information provided in the disclosure and 

the notice available to the public by posting the information on the Internet website of the Commission. 

(5) INVESTIGATIONS.—Upon receiving a report under paragraph (4) that includes a disclosure of an activity described in 

paragraph (1) (other than an activity described in subparagraph (D)(iii) of that paragraph), the President shall— 

(A) initiate an investigation into the possible imposition 

of sanctions under the Iran Sanctions Act of 1996 (Public 

Law 104–172; 50 U.S.C. 1701 note), section 104 or 105A of 

the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, an Executive order specified in 

clause (i) or (ii) of paragraph (1)(D), or any other provision 

of law relating to the imposition of sanctions with respect 

to Iran, as applicable; and 

(B) not later than 180 days after initiating such an investigation, make a determination with respect to whether 

sanctions should be imposed with respect to the issuer or 

the affiliate of the issuer (as the case may be). 

(6) SUNSET.—The provisions of this subsection shall terminate on the date that is 30 days after the date on which the 

President makes the certification described in section 401(a) of 

the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010 (22 U.S.C. 8551(a)). 

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