IIB 

115TH CONGRESS 

1ST SESSION H. R. 10 

IN THE SENATE OF THE UNITED STATES 

JUNE 12, 2017 

Received 

JUNE 13, 2017 

Read twice and referred to the Committee on Banking, Housing, and Urban 

Affairs 

AN ACT 

To create hope and opportunity for investors, consumers, 

and entrepreneurs by ending bailouts and Too Big to 

Fail, holding Washington and Wall Street accountable, 

eliminating red tape to increase access to capital and 

credit, and repealing the provisions of the Dodd-Frank 

Act that make America less prosperous, less stable, and 

less free, and for other purposes. 


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1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 

4 (a) SHORT TITLE.—This Act may be cited as the 

5 ‘‘Financial CHOICE Act of 2017’’. 

6 (b) TABLE OF CONTENTS.—The table of contents for 

7 this Act is as follows: 

Sec. 1. Short title; table of contents. 

Sec. 2. Directed rulemaking repeals. 

TITLE I—ENDING ‘‘TOO BIG TO FAIL’’ AND BANK BAILOUTS 

Subtitle A—Repeal of the Orderly Liquidation Authority 

Sec. 111. Repeal of the orderly liquidation authority. 

Subtitle B—Financial Institution Bankruptcy 

Sec. 121. General provisions relating to covered financial corporations. 

Sec. 122. Liquidation, reorganization, or recapitalization of a covered financial 

corporation. 

Sec. 123. Amendments to title 28, United States Code. 

Subtitle C—Ending Government Guarantees 

Sec. 131. Repeal of obligation guarantee program. 

Sec. 132. Repeal of systemic risk determination in resolutions. 

Sec. 133. Restrictions on use of the Exchange Stabilization Fund. 

Subtitle D—Eliminating Financial Market Utility Designations 

Sec. 141. Repeal of title VIII. 

Subtitle E—Reform of the Financial Stability Act of 2010 

Sec. 151. Repeal and modification of provisions of the Financial Stability Act 

of 2010. 

Sec. 152. Operational risk capital requirements for banking organizations. 

TITLE II—DEMANDING ACCOUNTABILITY FROM WALL STREET 

Subtitle A—SEC Penalties Modernization 

Sec. 211. Enhancement of civil penalties for securities laws violations. 

Sec. 212. Updated civil money penalties of Public Company Accounting Oversight Board. 

Sec. 213. Updated civil money penalty for controlling persons in connection 

with insider trading. 

Sec. 214. Update of certain other penalties. 

Sec. 215. Monetary sanctions to be used for the relief of victims. 


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Sec. 216. GAO report on use of civil money penalty authority by Commission. 

Subtitle B—FIRREA Penalties Modernization 

Sec. 221. Increase of civil and criminal penalties originally established in the 

Financial Institutions Reform, Recovery, and Enforcement Act 

of 1989. 

TITLE III—DEMANDING ACCOUNTABILITY FROM FINANCIAL REGULATORS AND DEVOLVING POWER AWAY FROM WASHINGTON 

Subtitle A—Cost-Benefit Analyses 

Sec. 311. Definitions. 

Sec. 312. Required regulatory analysis. 

Sec. 313. Rule of construction. 

Sec. 314. Public availability of data and regulatory analysis. 

Sec. 315. Five-year regulatory impact analysis. 

Sec. 316. Retrospective review of existing rules. 

Sec. 317. Judicial review. 

Sec. 318. Chief Economists Council. 

Sec. 319. Conforming amendments. 

Sec. 320. Other regulatory entities. 

Sec. 321. Avoidance of duplicative or unnecessary analyses. 

Subtitle B—Congressional Review of Federal Financial Agency Rulemaking 

Sec. 331. Congressional review. 

Sec. 332. Congressional approval procedure for major rules. 

Sec. 333. Congressional disapproval procedure for nonmajor rules. 

Sec. 334. Definitions. 

Sec. 335. Judicial review. 

Sec. 336. Effective date of certain rules. 

Sec. 337. Budgetary effects of rules subject to section 332 of the Financial 

CHOICE Act of 2017. 

Sec. 338. Nonapplicability to monetary policy. 

Subtitle C—Judicial Review of Agency Actions 

Sec. 341. Scope of judicial review of agency actions. 

Subtitle D—Leadership of Financial Regulators 

Sec. 351. Federal Deposit Insurance Corporation. 

Sec. 352. Federal Housing Finance Agency. 

Subtitle E—Congressional Oversight of Appropriations 

Sec. 361. Bringing the Federal Deposit Insurance Corporation into the appropriations process. 

Sec. 362. Bringing the Federal Housing Finance Agency into the appropriations process. 

Sec. 363. Bringing the examination and supervision functions of the National 

Credit Union Administration into the appropriations process. 

Sec. 364. Bringing the Office of the Comptroller of the Currency into the appropriations process. 


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Sec. 365. Bringing the non-monetary policy related functions of the Board of 

Governors of the Federal Reserve System into the appropriations process. 

Subtitle F—International Processes 

Sec. 371. Requirements for international processes. 

Subtitle G—Unfunded Mandates Reform 

Sec. 381. Definitions. 

Sec. 382. Application of the Unfunded Mandates Reform Act. 

Subtitle H—Enforcement Coordination 

Sec. 391. Policies to minimize duplication of enforcement efforts. 

Subtitle I—Penalties for Unauthorized Disclosures 

Sec. 392. Criminal penalty for unauthorized disclosures. 

Subtitle J—Stop Settlement Slush Funds 

Sec. 393. Limitation on donations made pursuant to settlement agreements to 

which certain departments or agencies are a party. 

TITLE IV—UNLEASHING OPPORTUNITIES FOR SMALL BUSINESSES, INNOVATORS, AND JOB CREATORS BY FACILITATING 

CAPITAL FORMATION 

Subtitle A—Small Business Mergers, Acquisitions, Sales, and Brokerage 

Simplification 

Sec. 401. Registration exemption for merger and acquisition brokers. 

Sec. 402. Effective date. 

Subtitle B—Encouraging Employee Ownership 

Sec. 406. Increased threshold for disclosures relating to compensatory benefit 

plans. 

Subtitle C—Small Company Disclosure Simplification 

Sec. 411. Exemption from XBRL requirements for emerging growth companies 

and other smaller companies. 

Sec. 412. Analysis by the SEC. 

Sec. 413. Report to Congress. 

Sec. 414. Definitions. 

Subtitle D—Securities and Exchange Commission Overpayment Credit 

Sec. 416. Refunding or crediting overpayment of section 31 fees. 

Subtitle E—Fair Access to Investment Research 

Sec. 421. Safe harbor for investment fund research. 

Subtitle F—Accelerating Access to Capital 

Sec. 426. Expanded eligibility for use of Form S–3. 


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Subtitle G—Enhancing the RAISE Act 

Sec. 431. Certain accredited investor transactions. 

Subtitle H—Small Business Credit Availability 

Sec. 436. Business development company ownership of securities of investment 

advisers and certain financial companies. 

Sec. 437. Expanding access to capital for business development companies. 

Sec. 438. Parity for business development companies regarding offering and 

proxy rules. 

Subtitle I—Fostering Innovation 

Sec. 441. Temporary exemption for low-revenue issuers. 

Subtitle J—Small Business Capital Formation Enhancement 

Sec. 446. Annual review of government-business forum on capital formation. 

Subtitle K—Helping Angels Lead Our Startups 

Sec. 451. Definition of angel investor group. 

Sec. 452. Clarification of general solicitation. 

Subtitle L—Main Street Growth 

Sec. 456. Venture exchanges. 

Subtitle M—Micro Offering Safe Harbor 

Sec. 461. Exemptions for micro-offerings. 

Subtitle N—Private Placement Improvement 

Sec. 466. Revisions to SEC Regulation D. 

Subtitle O—Supporting America’s Innovators 

Sec. 471. Investor limitation for qualifying venture capital funds. 

Subtitle P—Fix Crowdfunding 

Sec. 476. Crowdfunding exemption. 

Sec. 477. Exclusion of crowdfunding investors from shareholder cap. 

Sec. 478. Preemption of State law. 

Sec. 479. Treatment of funding portals. 

Subtitle Q—Corporate Governance Reform and Transparency 

Sec. 481. Definitions. 

Sec. 482. Registration of proxy advisory firms. 

Sec. 483. Commission annual report. 

Subtitle R—Senior Safe 

Sec. 491. Immunity. 

Sec. 492. Training required. 

Sec. 493. Relationship to State law. 

Subtitle S—National Securities Exchange Regulatory Parity 


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Sec. 496. Application of exemption. 

Subtitle T—Private Company Flexibility and Growth 

Sec. 497. Shareholder threshold for registration. 

Subtitle U—Small Company Capital Formation Enhancements 

Sec. 498. JOBS Act-related exemption. 

Subtitle V—Encouraging Public Offerings 

Sec. 499. Expanding testing the waters and confidential submissions. 

Subtitle X—Modernized Offering and Proxy Rules for Closed-End Funds 

Sec. 499A. Parity for closed-end companies regarding offering and proxy rules. 

TITLE V—REGULATORY RELIEF FOR MAIN STREET AND 

COMMUNITY FINANCIAL INSTITUTIONS 

Subtitle A—Preserving Access to Manufactured Housing 

Sec. 501. Mortgage originator definition. 

Sec. 502. High-Cost mortgage definition. 

Subtitle B—Mortgage Choice 

Sec. 506. Definition of points and fees. 

Subtitle C—Financial Institution Customer Protection 

Sec. 511. Requirements for deposit account termination requests and orders. 

Sec. 512. Amendments to the Financial Institutions Reform, Recovery, and Enforcement Act of 1989. 

Subtitle D—Portfolio Lending and Mortgage Access 

Sec. 516. Safe harbor for certain loans held on portfolio. 

Subtitle E—Application of the Expedited Funds Availability Act 

Sec. 521. Application of the Expedited Funds Availability Act. 

Subtitle F—Small Bank Holding Company Policy Statement 

Sec. 526. Changes required to small bank holding company policy statement on 

assessment of financial and managerial factors. 

Subtitle G—Community Institution Mortgage Relief 

Sec. 531. Community financial institution mortgage relief. 

Subtitle H—Financial Institutions Examination Fairness and Reform 

Sec. 536. Timeliness of examination reports. 

Subtitle I—National Credit Union Administration Budget Transparency 

Sec. 541. Budget transparency for the NCUA. 

Subtitle J—Taking Account of Institutions With Low Operation Risk 


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Sec. 546. Regulations appropriate to business models. 

Subtitle K—Federal Savings Association Charter Flexibility 

Sec. 551. Option for Federal savings associations to operate as a covered savings association. 

Subtitle L—SAFE Transitional Licensing 

Sec. 556. Eliminating barriers to jobs for loan originators. 

Subtitle M—Right to Lend 

Sec. 561. Small business loan data collection requirement. 

Subtitle N—Community Bank Reporting Relief 

Sec. 566. Short form call report. 

Subtitle O—Homeowner Information Privacy Protection 

Sec. 571. Study regarding privacy of information collected under the Home 

Mortgage Disclosure Act of 1975. 

Subtitle P—Home Mortgage Disclosure Adjustment 

Sec. 576. Depository institutions subject to maintenance of records and disclosure requirements. 

Subtitle Q—Protecting Consumers’ Access to Credit 

Sec. 581. Rate of interest after transfer of loan. 

Subtitle R—NCUA Overhead Transparency 

Sec. 586. Fund transparency. 

Subtitle S—Housing Opportunities Made Easier 

Sec. 591. Clarification of donated services to non-profits. 

Subtitle T—Protection of Consumer Information by Consumer Reporting 

Agencies 

Sec. 596. Sense of Congress related to protection of consumer information by 

consumer reporting agencies. 

Subtitle U—Legitimate Financial Transactions Report 

Sec. 597. Treasury report on legitimate financial transactions. 

Subtitle V—Dividend Waiver Authority for Mutual Holding Companies 

Sec. 598. Dividend waiver authority for mutual holding companies. 

TITLE VI—REGULATORY RELIEF FOR STRONGLY CAPITALIZED, 

WELL MANAGED BANKING ORGANIZATIONS 

Sec. 601. Capital election. 

Sec. 602. Regulatory relief. 

Sec. 603. Contingent capital study. 


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Sec. 604. Study on altering the current prompt corrective action rules. 

Sec. 605. Definitions. 

TITLE VII—EMPOWERING AMERICANS TO ACHIEVE FINANCIAL 

INDEPENDENCE 

Subtitle A—Separation of Powers and Liberty Enhancements 

Sec. 711. Consumer Law Enforcement Agency. 

Sec. 712. Bringing the Agency into the regular appropriations process. 

Sec. 713. Consumer Law Enforcement Agency Inspector General Reform. 

Sec. 714. Private parties authorized to compel the Agency to seek sanctions by 

filing civil actions; Adjudications deemed actions. 

Sec. 715. Civil investigative demands to be appealed to courts. 

Sec. 716. Agency dual mandate and economic analysis. 

Sec. 717. No deference to Agency interpretation. 

Subtitle B—Administrative Enhancements 

Sec. 721. Advisory opinions. 

Sec. 722. Reform of Consumer Financial Civil Penalty Fund. 

Sec. 723. Agency pay fairness. 

Sec. 724. Elimination of market monitoring functions. 

Sec. 725. Reforms to mandatory functional units. 

Sec. 726. Repeal of mandatory advisory board. 

Sec. 727. Elimination of supervision authority. 

Sec. 728. Transfer of old OTS building from OCC to GSA. 

Sec. 729. Limitation on Agency authority. 

Subtitle C—Policy Enhancements 

Sec. 731. Consumer right to financial privacy. 

Sec. 732. Repeal of Council authority to set aside Agency rules and requirement of safety and soundness considerations when issuing 

rules. 

Sec. 733. Removal of authority to regulate small-dollar credit. 

Sec. 734. Reforming indirect auto financing guidance. 

Sec. 735. Removal of Agency UDAAP authority. 

Sec. 736. Preservation of UDAP authority for Federal banking regulators. 

Sec. 737. Repeal of authority to restrict arbitration. 

TITLE VIII—CAPITAL MARKETS IMPROVEMENTS 

Subtitle A—SEC Reform, Restructuring, and Accountability 

Sec. 801. Authorization of appropriations. 

Sec. 802. Report on unobligated appropriations. 

Sec. 803. SEC Reserve Fund abolished. 

Sec. 804. Fees to offset appropriations. 

Sec. 805. Commission Federal construction funding prohibition. 

Sec. 806. Implementation of recommendations. 

Sec. 807. Office of Credit Ratings to report to the Division of Trading and 

Markets. 

Sec. 808. Office of Municipal Securities to report to the Division of Trading 

and Markets. 

Sec. 809. Independence of Commission Ombudsman. 

Sec. 810. Investor Advisory Committee improvements. 


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Sec. 811. Duties of Investor Advocate. 

Sec. 812. Elimination of exemption of Small Business Capital Formation Advisory Committee from Federal Advisory Committee Act. 

Sec. 813. Internal risk controls. 

Sec. 814. Applicability of notice and comment requirements of the Administrative Procedure Act to guidance voted on by the Commission. 

Sec. 815. Limitation on pilot programs. 

Sec. 816. Procedure for obtaining certain intellectual property. 

Sec. 817. Process for closing investigations. 

Sec. 818. Enforcement Ombudsman. 

Sec. 819. Adequate notice. 

Sec. 820. Advisory committee on Commission’s enforcement policies and practices. 

Sec. 821. Process to permit recipient of Wells notification to appear before 

Commission staff in-person. 

Sec. 822. Publication of enforcement manual. 

Sec. 823. Private parties authorized to compel the Securities and Exchange 

Commission to seek sanctions by filing civil actions. 

Sec. 824. Certain findings required to approve civil money penalties against 

issuers. 

Sec. 825. Repeal of authority of the Commission to prohibit persons from serving as officers or directors. 

Sec. 826. Subpoena duration and renewal. 

Sec. 827. Elimination of automatic disqualifications. 

Sec. 828. Denial of award to culpable whistleblowers. 

Sec. 829. Clarification of authority to impose sanctions on persons associated 

with a broker or dealer. 

Sec. 830. Complaint and burden of proof requirements for certain actions for 

breach of fiduciary duty. 

Sec. 831. Congressional access to information held by the Public Company Accounting Oversight Board. 

Sec. 832. Abolishing Investor Advisory Group. 

Sec. 833. Repeal of requirement for Public Company Accounting Oversight 

Board to use certain funds for merit scholarship program. 

Sec. 834. Reallocation of fines for violations of rules of municipal securities 

rulemaking board. 

Subtitle B—Eliminating Excessive Government Intrusion in the Capital 

Markets 

Sec. 841. Repeal of Department of Labor fiduciary rule and requirements prior 

to rulemaking relating to standards of conduct for brokers and 

dealers. 

Sec. 842. Exemption from risk retention requirements for nonresidential mortgage. 

Sec. 843. Frequency of shareholder approval of executive compensation. 

Sec. 844. Shareholder Proposals. 

Sec. 845. Prohibition on requiring a single ballot. 

Sec. 846. Requirement for municipal advisor for issuers of municipal securities. 

Sec. 847. Small issuer exemption from internal control evaluation. 

Sec. 848. Streamlining of applications for an exemption from the Investment 

Company Act of 1940. 

Sec. 849. Restriction on recovery of erroneously awarded compensation. 

Sec. 850. Exemptive authority for certain provisions relating to registration of 

nationally recognized statistical rating organizations. 


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Sec. 851. Risk-based examinations of Nationally Recognized Statistical Rating 

Organizations. 

Sec. 852. Transparency of credit rating methodologies. 

Sec. 853. Repeal of certain attestation requirements relating to credit ratings. 

Sec. 854. Look-back review by NRSRO. 

Sec. 855. Approval of credit rating procedures and methodologies. 

Sec. 856. Exception for providing certain material information relating to a 

credit rating. 

Sec. 857. Repeals. 

Sec. 858. Exemption of and reporting by private equity fund advisers. 

Sec. 859. Records and reports of private funds. 

Sec. 860. Definition of accredited investor. 

Sec. 861. Repeal of certain provisions requiring a study and report to Congress. 

Sec. 862. Repeal. 

Subtitle C—Harmonization of Derivatives Rules 

Sec. 871. Commissions review and harmonization of rules relating to the regulation of over-the-counter swaps markets. 

Sec. 872. Treatment of transactions between affiliates. 

TITLE IX—REPEAL OF THE VOLCKER RULE AND OTHER 

PROVISIONS 

Sec. 901. Repeals. 

TITLE X—FED OVERSIGHT REFORM AND MODERNIZATION 

Sec. 1001. Requirements for policy rules of the Federal Open Market Committee. 

Sec. 1002. Federal Open Market Committee blackout period. 

Sec. 1003. Public transcripts of FOMC meetings. 

Sec. 1004. Membership of Federal Open Market Committee. 

Sec. 1005. Frequency of testimony of the Chairman of the Board of Governors 

of the Federal Reserve System to Congress. 

Sec. 1006. Vice Chairman for Supervision report requirement. 

Sec. 1007. Salaries, financial disclosures, and office staff of the Board of Governors of the Federal Reserve System. 

Sec. 1008. Amendments to powers of the Board of Governors of the Federal 

Reserve System. 

Sec. 1009. Interest rates on balances maintained at a Federal Reserve bank by 

depository institutions established by Federal Open Market 

Committee. 

Sec. 1010. Audit reform and transparency for the Board of Governors of the 

Federal Reserve System. 

Sec. 1011. Establishment of a Centennial Monetary Commission. 

TITLE XI—IMPROVING INSURANCE COORDINATION THROUGH AN 

INDEPENDENT ADVOCATE 

Sec. 1101. Repeal of the Federal Insurance Office; Creation of the Office of the 

Independent Insurance Advocate. 

Sec. 1102. Treatment of covered agreements. 

TITLE XII—TECHNICAL CORRECTIONS 

Sec. 1201. Table of contents; Definitional corrections. 


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Sec. 1202. Antitrust savings clause corrections. 

Sec. 1203. Title I corrections. 

Sec. 1204. Title III corrections. 

Sec. 1205. Title IV correction. 

Sec. 1206. Title VI corrections. 

Sec. 1207. Title VII corrections. 

Sec. 1208. Title IX corrections. 

Sec. 1209. Title X corrections. 

Sec. 1210. Title XII correction. 

Sec. 1211. Title XIV correction. 

Sec. 1212. Technical corrections to other statutes. 

1 SEC. 2. DIRECTED RULEMAKING REPEALS. 

2 With respect to any directed rulemaking required by 

3 a provision of law repealed by this Act, to the extent any 

4 rule was issued or revised pursuant to such directed rule5 making, such rule or revision shall have no force or effect. 

6 TITLE I—ENDING ‘‘TOO BIG TO 

7 FAIL’’ AND BANK BAILOUTS 

8 Subtitle A—Repeal of the Orderly 

9 Liquidation Authority 

10 SEC. 111. REPEAL OF THE ORDERLY LIQUIDATION AU11 THORITY. 

12 (a) IN GENERAL.—Title II of the Dodd-Frank Wall 

13 Street Reform and Consumer Protection Act is hereby re14 pealed and any Federal law amended by such title shall, 

15 on and after the effective date of this Act, be effective 

16 as if title II of the Dodd-Frank Wall Street Reform and 

17 Consumer Protection Act had not been enacted. 

18 (b) CONFORMING AMENDMENTS.— 

19 (1) DODD-FRANK WALL STREET REFORM AND

20 CONSUMER PROTECTION ACT.—The Dodd-Frank 


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1 Wall Street Reform and Consumer Protection Act is 

2 amended— 

3 (A) in the table of contents for such Act, 

4 by striking all items relating to title II; 

5 (B) in section 165(d)— 

6 (i) in paragraph (1), by striking ‘‘, the 

7 Council, and the Corporation’’ and insert8 ing ‘‘and the Council’’; 

9 (ii) in paragraph (2), by striking ‘‘, 

10 the Council, and the Corporation’’ and in11 serting ‘‘and the Council’’; 

12 (iii) in paragraph (3), by striking 

13 ‘‘and the Corporation’’; 

14 (iv) in paragraph (4)— 

15 (I) by striking ‘‘and the Corpora16 tion jointly determine’’ and inserting 

17 ‘‘determines’’; 

18 (II) by striking ‘‘their’’ and in19 serting ‘‘its’’; 

20 (III) in subparagraph (A), by 

21 striking ‘‘and the Corporation’’; and 

22 (IV) in subparagraph (B), by 

23 striking ‘‘and the Corporation’’; 

24 (v) in paragraph (5)— 


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1 (I) in subparagraph (A), by strik2 ing ‘‘and the Corporation may jointly’’ 

3 and inserting ‘‘may’’; and 

4 (II) in subparagraph (B)— 

5 (aa) by striking ‘‘and the 

6 Corporation’’ each place such 

7 term appears; 

8 (bb) by striking ‘‘may joint9 ly’’ and inserting ‘‘may’’; 

10 (cc) by striking ‘‘have joint11 ly’’ and inserting ‘‘has’’; 

12 (vi) in paragraph (6), by striking ‘‘, a 

13 receiver appointed under title II,’’; and 

14 (vii) by amending paragraph (8) to 

15 read as follows: 

16 ‘‘(8) RULES.—Not later than 12 months after 

17 enactment of this paragraph, the Board of Gov18 ernors shall issue final rules implementing this sec19 tion.’’; and 

20 (C) in section 716(g), by striking ‘‘or a 

21 covered financial company under title II’’. 

22 (2) FEDERAL DEPOSIT INSURANCE ACT.—Sec23 tion 10(b)(3) of the Federal Deposit Insurance Act 

24 (12 U.S.C. 1820(b)(3)) is amended by striking ‘‘, or 

25 of such nonbank financial company supervised by 


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1 the Board of Governors or bank holding company 

2 described in section 165(a) of the Financial Stability 

3 Act of 2010, for the purpose of implementing its au4 thority to provide for orderly liquidation of any such 

5 company under title II of that Act’’. 

6 (3) FEDERAL RESERVE ACT.—Section 13(3) of 

7 the Federal Reserve Act is amended— 

8 (A) in subparagraph (B)— 

9 (i) in clause (ii), by striking ‘‘, resolu10 tion under title II of the Dodd-Frank Wall 

11 Street Reform and Consumer Protection 

12 Act, or’’ and inserting ‘‘or is subject to 

13 resolution under’’; and 

14 (ii) in clause (iii), by striking ‘‘, reso15 lution under title II of the Dodd-Frank 

16 Wall Street Reform and Consumer Protec17 tion Act, or’’ and inserting ‘‘or resolution 

18 under’’; and 

19 (B) by striking subparagraph (E). 


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1 Subtitle B—Financial Institution 

2 Bankruptcy 

3 SEC. 121. GENERAL PROVISIONS RELATING TO COVERED 

4 FINANCIAL CORPORATIONS. 

5 (a) DEFINITION.—Section 101 of title 11, United 

6 States Code, is amended by inserting the following after 

7 paragraph (9): 

8 ‘‘(9A) The term ‘covered financial corporation’ 

9 means any corporation incorporated or organized 

10 under any Federal or State law, other than a stock11 broker, a commodity broker, or an entity of the kind 

12 specified in paragraph (2) or (3) of section 109(b), 

13 that is— 

14 ‘‘(A) a bank holding company, as defined 

15 in section 2(a) of the Bank Holding Company 

16 Act of 1956; or 

17 ‘‘(B) a corporation that exists for the pri18 mary purpose of owning, controlling and financ19 ing its subsidiaries, that has total consolidated 

20 assets of $50,000,000,000 or greater, and for 

21 which, in its most recently completed fiscal 

22 year— 

23 ‘‘(i) annual gross revenues derived by 

24 the corporation and all of its subsidiaries 

25 from activities that are financial in nature 


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1 (as defined in section 4(k) of the Bank 

2 Holding Company Act of 1956) and, if ap3 plicable, from the ownership or control of 

4 one or more insured depository institu5 tions, represents 85 percent or more of the 

6 consolidated annual gross revenues of the 

7 corporation; or 

8 ‘‘(ii) the consolidated assets of the 

9 corporation and all of its subsidiaries re10 lated to activities that are financial in na11 ture (as defined in section 4(k) of the 

12 Bank Holding Company Act of 1956) and, 

13 if applicable, related to the ownership or 

14 control of one or more insured depository 

15 institutions, represents 85 percent or more 

16 of the consolidated assets of the corpora17 tion.’’. 

18 (b) APPLICABILITY OF CHAPTERS.—Section 103 of 

19 title 11, United States Code, is amended by adding at the 

20 end the following: 

21 ‘‘(l) Subchapter V of chapter 11 of this title applies 

22 only in a case under chapter 11 concerning a covered fi23 nancial corporation.’’. 

24 (c) WHO MAY BE A DEBTOR.—Section 109 of title 

25 11, United States Code, is amended— 


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1 (1) in subsection (b)— 

2 (A) in paragraph (2), by striking ‘‘or’’ at 

3 the end; 

4 (B) in paragraph (3)(B), by striking the 

5 period at the end and inserting ‘‘; or’’; and 

6 (C) by adding at the end the following: 

7 ‘‘(4) a covered financial corporation.’’; and 

8 (2) in subsection (d)— 

9 (A) by striking ‘‘and’’ before ‘‘an unin10 sured State member bank’’; 

11 (B) by striking ‘‘or’’ before ‘‘a corpora12 tion’’; and 

13 (C) by inserting ‘‘, or a covered financial 

14 corporation’’ after ‘‘Federal Deposit Insurance 

15 Corporation Improvement Act of 1991’’. 

16 (d) CONVERSION TO CHAPTER 7.—Section 1112 of 

17 title 11, United States Code, is amended by adding at the 

18 end the following: 

19 ‘‘(g) Notwithstanding section 109(b), the court may 

20 convert a case under subchapter V to a case under chapter 

21 7 if— 

22 ‘‘(1) a transfer approved under section 1185 

23 has been consummated; 

24 ‘‘(2) the court has ordered the appointment of 

25 a special trustee under section 1186; and 


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1 ‘‘(3) the court finds, after notice and a hearing, 

2 that conversion is in the best interest of the credi3 tors and the estate.’’. 

4 (e)(1) Section 726(a)(1) of title 11, United States 

5 Code, is amended by inserting after ‘‘first,’’ the following: 

6 ‘‘in payment of any unpaid fees, costs, and expenses of 

7 a special trustee appointed under section 1186, and then’’. 

8 (2) Section 1129(a) of title 11, United States Code, 

9 is amended by inserting after paragraph (16) the fol10 lowing: 

11 ‘‘(17) In a case under subchapter V, all payable 

12 fees, costs, and expenses of the special trustee have 

13 been paid or the plan provides for the payment of 

14 all such fees, costs, and expenses on the effective 

15 date of the plan. 

16 ‘‘(18) In a case under subchapter V, confirma17 tion of the plan is not likely to cause serious adverse 

18 effects on financial stability in the United States.’’. 

19 (f) Section 322(b)(2) of title 11, United States Code, 

20 is amended by striking ‘‘The’’ and inserting ‘‘In cases 

21 under subchapter V, the United States trustee shall rec22 ommend to the court, and in all other cases, the’’. 


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1 SEC. 122. LIQUIDATION, REORGANIZATION, OR RECAPITAL2 IZATION OF A COVERED FINANCIAL COR3 PORATION. 

4 Chapter 11 of title 11, United States Code, is amend5 ed by adding at the end the following (and conforming 

6 the table of contents for such chapter accordingly): 

7 ‘‘SUBCHAPTER V—LIQUIDATION, REORGANIZA8 TION, OR RECAPITALIZATION OF A COV9 ERED FINANCIAL CORPORATION 

10 ‘‘§ 1181. Inapplicability of other sections 

11 ‘‘Sections 303 and 321(c) do not apply in a case 

12 under this subchapter concerning a covered financial cor13 poration. Section 365 does not apply to a transfer under 

14 section 1185, 1187, or 1188. 

15 ‘‘§ 1182. Definitions for this subchapter 

16 ‘‘In this subchapter, the following definitions shall 

17 apply: 

18 ‘‘(1) The term ‘Board’ means the Board of 

19 Governors of the Federal Reserve System. 

20 ‘‘(2) The term ‘bridge company’ means a newly 

21 formed corporation to which property of the estate 

22 may be transferred under section 1185(a) and the 

23 equity securities of which may be transferred to a 

24 special trustee under section 1186(a). 

25 ‘‘(3) The term ‘capital structure debt’ means all 

26 unsecured debt of the debtor for borrowed money for 


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1 which the debtor is the primary obligor, other than 

2 a qualified financial contract and other than debt se3 cured by a lien on property of the estate that is to 

4 be transferred to a bridge company pursuant to an 

5 order of the court under section 1185(a). 

6 ‘‘(4) The term ‘contractual right’ means a con7 tractual right of a kind defined in section 555, 556, 

8 559, 560, or 561. 

9 ‘‘(5) The term ‘qualified financial contract’ 

10 means any contract of a kind defined in paragraph 

11 (25), (38A), (47), or (53B) of section 101, section 

12 741(7), or paragraph (4), (5), (11), or (13) of sec13 tion 761. 

14 ‘‘(6) The term ‘special trustee’ means the trust15 ee of a trust formed under section 1186(a)(1). 

16 ‘‘§ 1183. Commencement of a case concerning a cov17 ered financial corporation 

18 ‘‘(a) A case under this subchapter concerning a cov19 ered financial corporation may be commenced by the filing 

20 of a petition with the court by the debtor under section 

21 301 only if the debtor states to the best of its knowledge 

22 under penalty of perjury in the petition that it is a covered 

23 financial corporation. 

24 ‘‘(b) The commencement of a case under subsection 

25 (a) constitutes an order for relief under this subchapter. 


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1 ‘‘(c) The members of the board of directors (or body 

2 performing similar functions) of a covered financial com3 pany shall have no liability to shareholders, creditors, or 

4 other parties in interest for a good faith filing of a petition 

5 to commence a case under this subchapter, or for any rea6 sonable action taken in good faith in contemplation of 

7 such a petition or a transfer under section 1185 or section 

8 1186, whether prior to or after commencement of the case. 

9 ‘‘(d) Counsel to the debtor shall provide, to the great10 est extent practicable without disclosing the identity of the 

11 potential debtor, sufficient confidential notice to the chief 

12 judge of the court of appeals for the circuit embracing the 

13 district in which such counsel intends to file a petition to 

14 commence a case under this subchapter regarding the po15 tential commencement of such case. The chief judge of 

16 such court shall randomly assign to preside over such case 

17 a bankruptcy judge selected from among the bankruptcy 

18 judges designated by the Chief Justice of the United 

19 States under section 298 of title 28. 

20 ‘‘§ 1184. Regulators 

21 ‘‘The Board, the Securities Exchange Commission, 

22 the Office of the Comptroller of the Currency of the De23 partment of the Treasury, the Commodity Futures Trad24 ing Commission, and the Federal Deposit Insurance CorVerDate Sep 11 2014 22:41 Jun 13, 2017 Jkt 069200 PO 00000 Frm 00021 Fmt 6652 Sfmt 6201 E:\BILLS\H10.RFS H10

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1 poration may raise and may appear and be heard on any 

2 issue in any case or proceeding under this subchapter. 

3 ‘‘§ 1185. Special transfer of property of the estate 

4 ‘‘(a) On request of the trustee, and after notice and 

5 a hearing that shall occur not less than 24 hours after 

6 the order for relief, the court may order a transfer under 

7 this section of property of the estate, and the assignment 

8 of executory contracts, unexpired leases, and qualified fi9 nancial contracts of the debtor, to a bridge company. 

10 Upon the entry of an order approving such transfer, any 

11 property transferred, and any executory contracts, unex12 pired leases, and qualified financial contracts assigned 

13 under such order shall no longer be property of the estate. 

14 Except as provided under this section, the provisions of 

15 section 363 shall apply to a transfer and assignment under 

16 this section. 

17 ‘‘(b) Unless the court orders otherwise, notice of a 

18 request for an order under subsection (a) shall consist of 

19 electronic or telephonic notice of not less than 24 hours 

20 to— 

21 ‘‘(1) the debtor; 

22 ‘‘(2) the holders of the 20 largest secured 

23 claims against the debtor; 

24 ‘‘(3) the holders of the 20 largest unsecured 

25 claims against the debtor; 


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1 ‘‘(4) counterparties to any debt, executory con2 tract, unexpired lease, and qualified financial con3 tract requested to be transferred under this section; 

4 ‘‘(5) the Board; 

5 ‘‘(6) the Federal Deposit Insurance Corpora6 tion; 

7 ‘‘(7) the Secretary of the Treasury and the Of8 fice of the Comptroller of the Currency of the Treas9 ury; 

10 ‘‘(8) the Commodity Futures Trading Commis11 sion; 

12 ‘‘(9) the Securities and Exchange Commission; 

13 ‘‘(10) the United States trustee or bankruptcy 

14 administrator; and 

15 ‘‘(11) each primary financial regulatory agency, 

16 as defined in section 2(12) of the Dodd-Frank Wall 

17 Street Reform and Consumer Protection Act, with 

18 respect to any affiliate the equity securities of which 

19 are proposed to be transferred under this section. 

20 ‘‘(c) The court may not order a transfer under this 

21 section unless the court determines, based upon a prepon22 derance of the evidence, that— 

23 ‘‘(1) the transfer under this section is necessary 

24 to prevent serious adverse effects on financial sta25 bility in the United States; 


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1 ‘‘(2) the transfer does not provide for the as2 sumption of any capital structure debt by the bridge 

3 company; 

4 ‘‘(3) the transfer does not provide for the trans5 fer to the bridge company of any property of the es6 tate that is subject to a lien securing a debt, execu7 tory contract, unexpired lease or agreement (includ8 ing a qualified financial contract) of the debtor un9 less— 

10 ‘‘(A)(i) the bridge company assumes such 

11 debt, executory contract, unexpired lease or 

12 agreement (including a qualified financial con13 tract), including any claims arising in respect 

14 thereof that would not be allowed secured 

15 claims under section 506(a)(1) and after giving 

16 effect to such transfer, such property remains 

17 subject to the lien securing such debt, executory 

18 contract, unexpired lease or agreement (includ19 ing a qualified financial contract); and 

20 ‘‘(ii) the court has determined that as21 sumption of such debt, executory contract, un22 expired lease or agreement (including a quali23 fied financial contract) by the bridge company 

24 is in the best interests of the estate; or 


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1 ‘‘(B) such property is being transferred to 

2 the bridge company in accordance with the pro3 visions of section 363; 

4 ‘‘(4) the transfer does not provide for the as5 sumption by the bridge company of any debt, execu6 tory contract, unexpired lease or agreement (includ7 ing a qualified financial contract) of the debtor se8 cured by a lien on property of the estate unless the 

9 transfer provides for such property to be transferred 

10 to the bridge company in accordance with paragraph 

11 (3)(A) of this subsection; 

12 ‘‘(5) the transfer does not provide for the trans13 fer of the equity of the debtor; 

14 ‘‘(6) the trustee has demonstrated that the 

15 bridge company is not likely to fail to meet the obli16 gations of any debt, executory contract, qualified fi17 nancial contract, or unexpired lease assumed and as18 signed to the bridge company; 

19 ‘‘(7) the transfer provides for the transfer to a 

20 special trustee all of the equity securities in the 

21 bridge company and appointment of a special trustee 

22 in accordance with section 1186; 

23 ‘‘(8) after giving effect to the transfer, ade24 quate provision has been made for the fees, costs, 

25 and expenses of the estate and special trustee; and 


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1 ‘‘(9) the bridge company will have governing 

2 documents, and initial directors and senior officers, 

3 that are in the best interest of creditors and the es4 tate. 

5 ‘‘(d) Immediately before a transfer under this section, 

6 the bridge company that is the recipient of the transfer 

7 shall— 

8 ‘‘(1) not have any property, executory con9 tracts, unexpired leases, qualified financial contracts, 

10 or debts, other than any property acquired or execu11 tory contracts, unexpired leases, or debts assumed 

12 when acting as a transferee of a transfer under this 

13 section; and 

14 ‘‘(2) have equity securities that are property of 

15 the estate, which may be sold or distributed in ac16 cordance with this title. 

17 ‘‘§ 1186. Special trustee 

18 ‘‘(a)(1) An order approving a transfer under section 

19 1185 shall require the trustee to transfer to a qualified 

20 and independent special trustee, who is appointed by the 

21 court, all of the equity securities in the bridge company 

22 that is the recipient of a transfer under section 1185 to 

23 hold in trust for the sole benefit of the estate, subject to 

24 satisfaction of the special trustee’s fees, costs, and ex25 penses. The trust of which the special trustee is the trustVerDate Sep 11 2014 22:41 Jun 13, 2017 Jkt 069200 PO 00000 Frm 00026 Fmt 6652 Sfmt 6201 E:\BILLS\H10.RFS H10

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1 ee shall be a newly formed trust governed by a trust agree2 ment approved by the court as in the best interests of the 

3 estate, and shall exist for the sole purpose of holding and 

4 administering, and shall be permitted to dispose of, the 

5 equity securities of the bridge company in accordance with 

6 the trust agreement. 

7 ‘‘(2) In connection with the hearing to approve a 

8 transfer under section 1185, the trustee shall confirm to 

9 the court that the Board has been consulted regarding the 

10 identity of the proposed special trustee and advise the 

11 court of the results of such consultation. 

12 ‘‘(b) The trust agreement governing the trust shall 

13 provide— 

14 ‘‘(1) for the payment of the fees, costs, ex15 penses, and indemnities of the special trustee from 

16 the assets of the debtor’s estate; 

17 ‘‘(2) that the special trustee provide— 

18 ‘‘(A) quarterly reporting to the estate, 

19 which shall be filed with the court; and 

20 ‘‘(B) information about the bridge com21 pany reasonably requested by a party in inter22 est to prepare a disclosure statement for a plan 

23 providing for distribution of any securities of 

24 the bridge company if such information is nec25 essary to prepare such disclosure statement; 


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1 ‘‘(3) that for as long as the equity securities of 

2 the bridge company are held by the trust, the special 

3 trustee shall file a notice with the court in connec4 tion with— 

5 ‘‘(A) any change in a director or senior of6 ficer of the bridge company; 

7 ‘‘(B) any modification to the governing 

8 documents of the bridge company; and 

9 ‘‘(C) any material corporate action of the 

10 bridge company, including— 

11 ‘‘(i) recapitalization; 

12 ‘‘(ii) a material borrowing; 

13 ‘‘(iii) termination of an intercompany 

14 debt or guarantee; 

15 ‘‘(iv) a transfer of a substantial por16 tion of the assets of the bridge company; 

17 or 

18 ‘‘(v) the issuance or sale of any secu19 rities of the bridge company; 

20 ‘‘(4) that any sale of any equity securities of 

21 the bridge company shall not be consummated until 

22 the special trustee consults with the Federal Deposit 

23 Insurance Corporation and the Board regarding 

24 such sale and discloses the results of such consulta25 tion with the court; 


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1 ‘‘(5) that, subject to reserves for payments per2 mitted under paragraph (1) provided for in the trust 

3 agreement, the proceeds of the sale of any equity se4 curities of the bridge company by the special trustee 

5 be held in trust for the benefit of or transferred to 

6 the estate; 

7 ‘‘(6) the process and guidelines for the replace8 ment of the special trustee; and 

9 ‘‘(7) that the property held in trust by the spe10 cial trustee is subject to distribution in accordance 

11 with subsection (c). 

12 ‘‘(c)(1) The special trustee shall distribute the assets 

13 held in trust— 

14 ‘‘(A) if the court confirms a plan in the case, 

15 in accordance with the plan on the effective date of 

16 the plan; or 

17 ‘‘(B) if the case is converted to a case under 

18 chapter 7, as ordered by the court. 

19 ‘‘(2) As soon as practicable after a final distribution 

20 under paragraph (1), the office of the special trustee shall 

21 terminate, except as may be necessary to wind up and con22 clude the business and financial affairs of the trust. 

23 ‘‘(d) After a transfer to the special trustee under this 

24 section, the special trustee shall be subject only to applica25 ble nonbankruptcy law, and the actions and conduct of 


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1 the special trustee shall no longer be subject to approval 

2 by the court in the case under this subchapter. 

3 ‘‘§ 1187. Temporary and supplemental automatic stay; 

4 assumed debt 

5 ‘‘(a)(1) A petition filed under section 1183 operates 

6 as a stay, applicable to all entities, of the termination, ac7 celeration, or modification of any debt, contract, lease, or 

8 agreement of the kind described in paragraph (2), or of 

9 any right or obligation under any such debt, contract, 

10 lease, or agreement, solely because of— 

11 ‘‘(A) a default by the debtor under any such 

12 debt, contract, lease, or agreement; or 

13 ‘‘(B) a provision in such debt, contract, lease, 

14 or agreement, or in applicable nonbankruptcy law, 

15 that is conditioned on— 

16 ‘‘(i) the insolvency or financial condition of 

17 the debtor at any time before the closing of the 

18 case; 

19 ‘‘(ii) the commencement of a case under 

20 this title concerning the debtor; 

21 ‘‘(iii) the appointment of or taking posses22 sion by a trustee in a case under this title con23 cerning the debtor or by a custodian before the 

24 commencement of the case; or 


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1 ‘‘(iv) a credit rating agency rating, or ab2 sence or withdrawal of a credit rating agency 

3 rating— 

4 ‘‘(I) of the debtor at any time after 

5 the commencement of the case; 

6 ‘‘(II) of an affiliate during the period 

7 from the commencement of the case until 

8 48 hours after such order is entered; 

9 ‘‘(III) of the bridge company while the 

10 trustee or the special trustee is a direct or 

11 indirect beneficial holder of more than 50 

12 percent of the equity securities of— 

13 ‘‘(aa) the bridge company; or 

14 ‘‘(bb) the affiliate, if all of the di15 rect or indirect interests in the affil16 iate that are property of the estate 

17 are transferred under section 1185; or 

18 ‘‘(IV) of an affiliate while the trustee 

19 or the special trustee is a direct or indirect 

20 beneficial holder of more than 50 percent 

21 of the equity securities of— 

22 ‘‘(aa) the bridge company; or 

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1 iate that are property of the estate 

2 are transferred under section 1185. 

3 ‘‘(2) A debt, contract, lease, or agreement described 

4 in this paragraph is— 

5 ‘‘(A) any debt (other than capital structure 

6 debt), executory contract, or unexpired lease of the 

7 debtor (other than a qualified financial contract); 

8 ‘‘(B) any agreement under which the debtor 

9 issued or is obligated for debt (other than capital 

10 structure debt); 

11 ‘‘(C) any debt, executory contract, or unexpired 

12 lease of an affiliate (other than a qualified financial 

13 contract); or 

14 ‘‘(D) any agreement under which an affiliate 

15 issued or is obligated for debt. 

16 ‘‘(3) The stay under this subsection terminates— 

17 ‘‘(A) for the benefit of the debtor, upon the ear18 liest of— 

19 ‘‘(i) 48 hours after the commencement of 

20 the case; 

21 ‘‘(ii) assumption of the debt, contract, 

22 lease, or agreement by the bridge company 

23 under an order authorizing a transfer under 

24 section 1185; 


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1 ‘‘(iii) a final order of the court denying the 

2 request for a transfer under section 1185; or 

3 ‘‘(iv) the time the case is dismissed; and 

4 ‘‘(B) for the benefit of an affiliate, upon the 

5 earliest of— 

6 ‘‘(i) the entry of an order authorizing a 

7 transfer under section 1185 in which the direct 

8 or indirect interests in the affiliate that are 

9 property of the estate are not transferred under 

10 section 1185; 

11 ‘‘(ii) a final order by the court denying the 

12 request for a transfer under section 1185; 

13 ‘‘(iii) 48 hours after the commencement of 

14 the case if the court has not ordered a transfer 

15 under section 1185; or 

16 ‘‘(iv) the time the case is dismissed. 

17 ‘‘(4) Subsections (d), (e), (f), and (g) of section 362 

18 apply to a stay under this subsection. 

19 ‘‘(b) A debt, executory contract (other than a quali20 fied financial contract), or unexpired lease of the debtor, 

21 or an agreement under which the debtor has issued or is 

22 obligated for any debt, may be assumed by a bridge com23 pany in a transfer under section 1185 notwithstanding 

24 any provision in an agreement or in applicable nonbank25 ruptcy law that— 


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1 ‘‘(1) prohibits, restricts, or conditions the as2 signment of the debt, contract, lease, or agreement; 

3 or 

4 ‘‘(2) accelerates, terminates, or modifies, or 

5 permits a party other than the debtor to terminate 

6 or modify, the debt, contract, lease, or agreement on 

7 account of— 

8 ‘‘(A) the assignment of the debt, contract, 

9 lease, or agreement; or 

10 ‘‘(B) a change in control of any party to 

11 the debt, contract, lease, or agreement. 

12 ‘‘(c)(1) A debt, contract, lease, or agreement of the 

13 kind described in subparagraph (A) or (B) of subsection 

14 (a)(2) may not be accelerated, terminated, or modified, 

15 and any right or obligation under such debt, contract, 

16 lease, or agreement may not be accelerated, terminated, 

17 or modified, as to the bridge company solely because of 

18 a provision in the debt, contract, lease, or agreement or 

19 in applicable nonbankruptcy law— 

20 ‘‘(A) of the kind described in subsection 

21 (a)(1)(B) as applied to the debtor; 

22 ‘‘(B) that prohibits, restricts, or conditions the 

23 assignment of the debt, contract, lease, or agree24 ment; or 


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1 ‘‘(C) that accelerates, terminates, or modifies, 

2 or permits a party other than the debtor to termi3 nate or modify, the debt, contract, lease or agree4 ment on account of— 

5 ‘‘(i) the assignment of the debt, contract, 

6 lease, or agreement; or 

7 ‘‘(ii) a change in control of any party to 

8 the debt, contract, lease, or agreement. 

9 ‘‘(2) If there is a default by the debtor under a provi10 sion other than the kind described in paragraph (1) in 

11 a debt, contract, lease or agreement of the kind described 

12 in subparagraph (A) or (B) of subsection (a)(2), the 

13 bridge company may assume such debt, contract, lease, 

14 or agreement only if the bridge company— 

15 ‘‘(A) shall cure the default; 

16 ‘‘(B) compensates, or provides adequate assur17 ance in connection with a transfer under section 

18 1185 that the bridge company will promptly com19 pensate, a party other than the debtor to the debt, 

20 contract, lease, or agreement, for any actual pecu21 niary loss to the party resulting from the default; 

22 and 

23 ‘‘(C) provides adequate assurance in connection 

24 with a transfer under section 1185 of future per25 formance under the debt, contract, lease, or agreeVerDate Sep 11 2014 22:41 Jun 13, 2017 Jkt 069200 PO 00000 Frm 00035 Fmt 6652 Sfmt 6201 E:\BILLS\H10.RFS H10

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1 ment, as determined by the court under section 

2 1185(c)(4). 

3 ‘‘§ 1188. Treatment of qualified financial contracts 

4 and affiliate contracts 

5 ‘‘(a) Notwithstanding sections 362(b)(6), 362(b)(7), 

6 362(b)(17), 362(b)(27), 362(o), 555, 556, 559, 560, and 

7 561, a petition filed under section 1183 operates as a stay, 

8 during the period specified in section 1187(a)(3)(A), ap9 plicable to all entities, of the exercise of a contractual 

10 right— 

11 ‘‘(1) to cause the modification, liquidation, ter12 mination, or acceleration of a qualified financial con13 tract of the debtor or an affiliate; 

14 ‘‘(2) to offset or net out any termination value, 

15 payment amount, or other transfer obligation arising 

16 under or in connection with a qualified financial con17 tract of the debtor or an affiliate; or 

18 ‘‘(3) under any security agreement or arrange19 ment or other credit enhancement forming a part of 

20 or related to a qualified financial contract of the 

21 debtor or an affiliate. 

22 ‘‘(b)(1) During the period specified in section 

23 1187(a)(3)(A), the trustee or the affiliate shall perform 

24 all payment and delivery obligations under such qualified 

25 financial contract of the debtor or the affiliate, as the case 


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1 may be, that become due after the commencement of the 

2 case. The stay provided under subsection (a) terminates 

3 as to a qualified financial contract of the debtor or an 

4 affiliate immediately upon the failure of the trustee or the 

5 affiliate, as the case may be, to perform any such obliga6 tion during such period. 

7 ‘‘(2) Any failure by a counterparty to any qualified 

8 financial contract of the debtor or any affiliate to perform 

9 any payment or delivery obligation under such qualified 

10 financial contract, including during the pendency of the 

11 stay provided under subsection (a), shall constitute a 

12 breach of such qualified financial contract by the 

13 counterparty. 

14 ‘‘(c) Subject to the court’s approval, a qualified finan15 cial contract between an entity and the debtor may be as16 signed to or assumed by the bridge company in a transfer 

17 under, and in accordance with, section 1185 if and only 

18 if— 

19 ‘‘(1) all qualified financial contracts between 

20 the entity and the debtor are assigned to and as21 sumed by the bridge company in the transfer under 

22 section 1185; 

23 ‘‘(2) all claims of the entity against the debtor 

24 in respect of any qualified financial contract between 

25 the entity and the debtor (other than any claim that, 


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1 under the terms of the qualified financial contract, 

2 is subordinated to the claims of general unsecured 

3 creditors) are assigned to and assumed by the bridge 

4 company; 

5 ‘‘(3) all claims of the debtor against the entity 

6 under any qualified financial contract between the 

7 entity and the debtor are assigned to and assumed 

8 by the bridge company; and 

9 ‘‘(4) all property securing or any other credit 

10 enhancement furnished by the debtor for any quali11 fied financial contract described in paragraph (1) or 

12 any claim described in paragraph (2) or (3) under 

13 any qualified financial contract between the entity 

14 and the debtor is assigned to and assumed by the 

15 bridge company. 

16 ‘‘(d) Notwithstanding any provision of a qualified fi17 nancial contract or of applicable nonbankruptcy law, a 

18 qualified financial contract of the debtor that is assumed 

19 or assigned in a transfer under section 1185 may not be 

20 accelerated, terminated, or modified, after the entry of the 

21 order approving a transfer under section 1185, and any 

22 right or obligation under the qualified financial contract 

23 may not be accelerated, terminated, or modified, after the 

24 entry of the order approving a transfer under section 1185 

25 solely because of a condition described in section 


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1 1187(c)(1), other than a condition of the kind specified 

2 in section 1187(b) that occurs after property of the estate 

3 no longer includes a direct beneficial interest or an indi4 rect beneficial interest through the special trustee, in more 

5 than 50 percent of the equity securities of the bridge com6 pany. 

7 ‘‘(e) Notwithstanding any provision of any agreement 

8 or in applicable nonbankruptcy law, an agreement of an 

9 affiliate (including an executory contract, an unexpired 

10 lease, qualified financial contract, or an agreement under 

11 which the affiliate issued or is obligated for debt) and any 

12 right or obligation under such agreement may not be ac13 celerated, terminated, or modified, solely because of a con14 dition described in section 1187(c)(1), other than a condi15 tion of the kind specified in section 1187(b) that occurs 

16 after the bridge company is no longer a direct or indirect 

17 beneficial holder of more than 50 percent of the equity 

18 securities of the affiliate, at any time after the commence19 ment of the case if— 

20 ‘‘(1) all direct or indirect interests in the affil21 iate that are property of the estate are transferred 

22 under section 1185 to the bridge company within the 

23 period specified in subsection (a); 

24 ‘‘(2) the bridge company assumes— 


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1 ‘‘(A) any guarantee or other credit en2 hancement issued by the debtor relating to the 

3 agreement of the affiliate; and 

4 ‘‘(B) any obligations in respect of rights of 

5 setoff, netting arrangement, or debt of the debt6 or that directly arises out of or directly relates 

7 to the guarantee or credit enhancement; and 

8 ‘‘(3) any property of the estate that directly 

9 serves as collateral for the guarantee or credit en10 hancement is transferred to the bridge company. 

11 ‘‘§ 1189. Licenses, permits, and registrations 

12 ‘‘(a) Notwithstanding any otherwise applicable non13 bankruptcy law, if a request is made under section 1185 

14 for a transfer of property of the estate, any Federal, State, 

15 or local license, permit, or registration that the debtor or 

16 an affiliate had immediately before the commencement of 

17 the case and that is proposed to be transferred under sec18 tion 1185 may not be accelerated, terminated, or modified 

19 at any time after the request solely on account of— 

20 ‘‘(1) the insolvency or financial condition of the 

21 debtor at any time before the closing of the case; 

22 ‘‘(2) the commencement of a case under this 

23 title concerning the debtor; 

24 ‘‘(3) the appointment of or taking possession by 

25 a trustee in a case under this title concerning the 


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1 debtor or by a custodian before the commencement 

2 of the case; or 

3 ‘‘(4) a transfer under section 1185. 

4 ‘‘(b) Notwithstanding any otherwise applicable non5 bankruptcy law, any Federal, State, or local license, per6 mit, or registration that the debtor had immediately before 

7 the commencement of the case that is included in a trans8 fer under section 1185 shall be valid and all rights and 

9 obligations thereunder shall vest in the bridge company. 

10 ‘‘§ 1190. Exemption from securities laws 

11 ‘‘For purposes of section 1145, a security of the 

12 bridge company shall be deemed to be a security of a suc13 cessor to the debtor under a plan if the court approves 

14 the disclosure statement for the plan as providing ade15 quate information (as defined in section 1125(a)) about 

16 the bridge company and the security. 

17 ‘‘§ 1191. Inapplicability of certain avoiding powers 

18 ‘‘A transfer made or an obligation incurred by the 

19 debtor to an affiliate prior to or after the commencement 

20 of the case, including any obligation released by the debtor 

21 or the estate to or for the benefit of an affiliate, in con22 templation of or in connection with a transfer under sec23 tion 1185 is not avoidable under section 544, 547, 

24 548(a)(1)(B), or 549, or under any similar nonbankruptcy 

25 law. 


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1 ‘‘§ 1192. Consideration of financial stability 

2 ‘‘The court may consider the effect that any decision 

3 in connection with this subchapter may have on financial 

4 stability in the United States.’’. 

5 SEC. 123. AMENDMENTS TO TITLE 28, UNITED STATES 

6 CODE. 

7 (a) AMENDMENT TO CHAPTER 13.—Chapter 13 of 

8 title 28, United States Code, is amended by adding at the 

9 end the following: 

10 ‘‘§ 298. Judge for a case under subchapter V of chap11 ter 11 of title 11 

12 ‘‘(a)(1) Notwithstanding section 295, the Chief Jus13 tice of the United States shall designate not fewer than 

14 10 bankruptcy judges to be available to hear a case under 

15 subchapter V of chapter 11 of title 11. Bankruptcy judges 

16 may request to be considered by the Chief Justice of the 

17 United States for such designation. 

18 ‘‘(2) Notwithstanding section 155, a case under sub19 chapter V of chapter 11 of title 11 shall be heard under 

20 section 157 by a bankruptcy judge designated under para21 graph (1), who shall be randomly assigned to hear such 

22 case by the chief judge of the court of appeals for the cir23 cuit embracing the district in which the case is pending. 

24 To the greatest extent practicable, the approvals required 

25 under section 155 should be obtained. 


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1 ‘‘(3) If the bankruptcy judge assigned to hear a case 

2 under paragraph (2) is not assigned to the district in 

3 which the case is pending, the bankruptcy judge shall be 

4 temporarily assigned to the district. 

5 ‘‘(b) A case under subchapter V of chapter 11 of title 

6 11, and all proceedings in the case, shall take place in 

7 the district in which the case is pending. 

8 ‘‘(c) In this section, the term ‘covered financial cor9 poration’ has the meaning given that term in section 

10 101(9A) of title 11.’’. 

11 (b) AMENDMENT TO SECTION 1334 OF TITLE 28.— 

12 Section 1334 of title 28, United States Code, is amended 

13 by adding at the end the following: 

14 ‘‘(f) This section does not grant jurisdiction to the 

15 district court after a transfer pursuant to an order under 

16 section 1185 of title 11 of any proceeding related to a spe17 cial trustee appointed, or to a bridge company formed, in 

18 connection with a case under subchapter V of chapter 11 

19 of title 11.’’. 

20 (c) TECHNICAL AND CONFORMING AMENDMENT.— 

21 The table of sections for chapter 13 of title 28, United 

22 States Code, is amended by adding at the end the fol23 lowing: 

‘‘298. Judge for a case under subchapter V of chapter 11 of title 11.’’. 


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1 Subtitle C—Ending Government 

2 Guarantees 

3 SEC. 131. REPEAL OF OBLIGATION GUARANTEE PROGRAM. 

4 (a) IN GENERAL.—The following sections of the 

5 Dodd-Frank Wall Street Reform and Consumer Protec6 tion Act (12 U.S.C. 5301 et seq.) are repealed: 

7 (1) Section 1104. 

8 (2) Section 1105. 

9 (3) Section 1106. 

10 (b) CLERICAL AMENDMENT.—The table of contents 

11 under section 1(b) of the Dodd-Frank Wall Street Reform 

12 and Consumer Protection Act is amended by striking the 

13 items relating to sections 1104, 1105, and 1106. 

14 SEC. 132. REPEAL OF SYSTEMIC RISK DETERMINATION IN 

15 RESOLUTIONS. 

16 Section 13(c)(4)(G) of the Federal Deposit Insurance 

17 Act (12 U.S.C. 1823(c)(4)(G)) is hereby repealed. 

18 SEC. 133. RESTRICTIONS ON USE OF THE EXCHANGE STA19 BILIZATION FUND. 

20 (a) IN GENERAL.—Section 5302 of title 31, United 

21 States Code, is amended by adding at the end the fol22 lowing: 

23 ‘‘(e) Amounts in the fund may not be used for the 

24 establishment of a guaranty program for any nongovern25 mental entity.’’. 


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1 (b) CONFORMING AMENDMENT.—Section 131(b) of 

2 the Emergency Economic Stabilization Act of 2008 (12 

3 U.S.C. 5236(b)) is amended by inserting ‘‘, or for the pur4 poses of preventing the liquidation or insolvency of any 

5 entity’’ before the period. 

6 Subtitle D—Eliminating Financial 

7 Market Utility Designations 

8 SEC. 141. REPEAL OF TITLE VIII. 

9 (a) REPEAL.—Title VIII of the Dodd-Frank Wall 

10 Street Reform and Consumer Protection Act (12 U.S.C. 

11 5461 et seq.) is repealed, and provisions of law amended 

12 by such title are restored and revived as if such title had 

13 never been enacted. 

14 (b) CLERICAL AMENDMENT.—The table of contents 

15 in section 1(b) of the Dodd-Frank Wall Street Reform and 

16 Consumer Protection Act is amended by striking the items 

17 relating to title VIII. 

18 Subtitle E—Reform of the 

19 Financial Stability Act of 2010 

20 SEC. 151. REPEAL AND MODIFICATION OF PROVISIONS OF 

21 THE FINANCIAL STABILITY ACT OF 2010. 

22 (a) REPEALS.—The following provisions of the Fi23 nancial Stability Act of 2010 are repealed, and the provi24 sions of law amended or repealed by such provisions are 


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1 restored or revived as if such provisions had not been en2 acted: 

3 (1) Subtitle B. 

4 (2) Section 113. 

5 (3) Section 114. 

6 (4) Section 115. 

7 (5) Section 116. 

8 (6) Section 117. 

9 (7) Section 119. 

10 (8) Section 120. 

11 (9) Section 121. 

12 (10) Section 161. 

13 (11) Section 162. 

14 (12) Section 164. 

15 (13) Section 166. 

16 (14) Section 167. 

17 (15) Section 168. 

18 (16) Section 170. 

19 (17) Section 172. 

20 (18) Section 174. 

21 (19) Section 175. 

22 (b) ADDITIONAL MODIFICATIONS.—The Financial 

23 Stability Act of 2010 (12 U.S.C. 5311 et seq.) is amend24 ed— 


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1 (1) in section 102(a), by striking paragraph 

2 (5); 

3 (2) in section 111— 

4 (A) in subsection (b)— 

5 (i) in paragraph (1)— 

6 (I) by striking ‘‘who shall each’’ 

7 and inserting ‘‘who shall, except as 

8 provided below, each’’; and 

9 (II) by striking subparagraphs 

10 (B) through (J) and inserting the fol11 lowing: 

12 ‘‘(B) each member of the Board of Gov13 ernors, who shall collectively have 1 vote on the 

14 Council; 

15 ‘‘(C) the Comptroller of the Currency; 

16 ‘‘(D) the Director of the Consumer Law 

17 Enforcement Agency; 

18 ‘‘(E) each member of the Commission, who 

19 shall collectively have 1 vote on the Council; 

20 ‘‘(F) each member of the Corporation, who 

21 shall collectively have 1 vote on the Council; 

22 ‘‘(G) each member of the Commodity Fu23 tures Trading Commission, who shall collec24 tively have 1 vote on the Council; 


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1 ‘‘(H) the Director of the Federal Housing 

2 Finance Agency; 

3 ‘‘(I) each member of the National Credit 

4 Union Administration Board, who shall collec5 tively have 1 vote on the Council; and 

6 ‘‘(J) the Independent Insurance Advo7 cate.’’; 

8 (ii) in paragraph (2)— 

9 (I) by striking subparagraphs (A) 

10 and (B); and 

11 (II) by redesignating subpara12 graphs (C), (D), and (E) as subpara13 graphs (A), (B), and (C), respectively; 

14 and 

15 (iii) by adding at the end the fol16 lowing: 

17 ‘‘(4) VOTING BY MULTI-PERSON ENTITY.— 

18 ‘‘(A) VOTING WITHIN THE ENTITY.—An 

19 entity described under subparagraph (B), (E), 

20 (F), (G), or (I) of paragraph (1) shall deter21 mine the entity’s Council vote by using the vot22 ing process normally applicable to votes by the 

23 entity’s members. 

24 ‘‘(B) CASTING OF ENTITY VOTE.—The 1 

25 collective Council vote of an entity described 


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1 under subparagraph (A) shall be cast by the 

2 head of such agency or, in the event such head 

3 is unable to cast such vote, the next most senior 

4 member of the entity available.’’; 

5 (B) in subsection (c)(1), by striking ‘‘The 

6 independent member of the Council shall serve 

7 for a term of 6 years, and each nonvoting mem8 ber described in subparagraphs (C), (D), and 

9 (E) of’’ and inserting ‘‘Each nonvoting mem10 bers described under’’; 

11 (C) in subsection (e), by adding at the end 

12 the following: 

13 ‘‘(3) STAFF ACCESS.—Any member of the 

14 Council may select to have one or more individuals 

15 on the member’s staff attend a meeting of the Coun16 cil, including any meeting of representatives of the 

17 member agencies other than the members them18 selves. 

19 ‘‘(4) CONGRESSIONAL OVERSIGHT.—All public 

20 meetings of the Council shall be open to the attend21 ance by members of the authorization and oversight 

22 committees of the House of Representatives and the 

23 Senate. 

24 ‘‘(5) TRANSCRIPTION REQUIREMENT FOR NON25 PUBLIC MEETINGS.—The Council shall create and 


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1 preserve transcripts for all non-public meetings of 

2 the Council. 

3 ‘‘(6) MEMBER AGENCY MEETINGS.—Any meet4 ing of representatives of the member agencies other 

5 than the members themselves shall be open to at6 tendance by staff of the authorization and oversight 

7 committees of the House of Representatives and the 

8 Senate.’’; 

9 (D) by striking subsection (g) (relating to 

10 the nonapplicability of FACA); 

11 (E) by inserting after subsection (f) the 

12 following: 

13 ‘‘(g) OPEN MEETING REQUIREMENT.—The Council 

14 shall be an agency for purposes of section 552b of title 

15 5, United States Code (commonly referred to as the ‘Gov16 ernment in the Sunshine Act’). 

17 ‘‘(h) CONFIDENTIAL CONGRESSIONAL BRIEFINGS.— 

18 The Chairperson shall at regular times but not less than 

19 annually provide confidential briefings to the Committee 

20 on Financial Services of the House of Representatives and 

21 the Committee on Banking, Housing, and Urban Affairs 

22 of the Senate, which may in the discretion of the Chair23 man of the respective committee be attended by any com24 bination of the committee’s members or staff.’’; and 


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1 (F) by redesignating subsections (h) 

2 through (j) as subsections (i) through (k), re3 spectively; 

4 (3) in section 112— 

5 (A) in subsection (a)(2)— 

6 (i) in subparagraph (A), by striking 

7 ‘‘the Federal Insurance Office and, if nec8 essary to assess risks to the United States 

9 financial system, direct the Office of Fi10 nancial Research to’’ and inserting ‘‘and, if 

11 necessary to assess risks to the United 

12 States financial system,’’; 

13 (ii) by striking subparagraphs (B), 

14 (H), (I), and (J); 

15 (iii) by redesignating subparagraphs 

16 (C), (D), (E), (F), (G), (K), (L), (M), and 

17 (N) as subparagraphs (B), (C), (D), (E), 

18 (F), (G), (H), (I), and (J), respectively; 

19 (iv) in subparagraph (J), as so redes20 ignated— 

21 (I) in clause (iii), by adding 

22 ‘‘and’’ at the end; 

23 (II) by striking clauses (iv) and 

24 (v); and 


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1 (III) by redesignating clause (vi) 

2 as clause (iv); and 

3 (B) in subsection (d)— 

4 (i) in paragraph (1), by striking ‘‘the 

5 Office of Financial Research, member 

6 agencies, and the Federal Insurance Of7 fice’’ and inserting ‘‘member agencies’’; 

8 (ii) in paragraph (2), by striking ‘‘the 

9 Office of Financial Research, any member 

10 agency, and the Federal Insurance Office,’’ 

11 and inserting ‘‘member agencies’’; 

12 (iii) in paragraph (3)— 

13 (I) by striking ‘‘, acting through 

14 the Office of Financial Research,’’ 

15 each place it appears; and 

16 (II) in subparagraph (B), by 

17 striking ‘‘the Office of Financial Re18 search or’’; and 

19 (iv) in paragraph (5)(A), by striking 

20 ‘‘, the Office of Financial Research,’’; 

21 (4) by amending section 118 to read as follows: 

22 ‘‘SEC. 118. COUNCIL FUNDING. 

23 ‘‘There is authorized to be appropriated to the Coun24 cil $4,000,000 for fiscal year 2017 and each fiscal year 

25 thereafter to carry out the duties of the Council.’’; 


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1 (5) in section 163— 

2 (A) by striking subsection (a); 

3 (B) by redesignating subsection (b) as sub4 section (a); and 

5 (C) in subsection (a), as so redesignated— 

6 (i) by striking ‘‘or a nonbank financial 

7 company supervised by the Board of Gov8 ernors’’ each place such term appears; 

9 (ii) in paragraph (4), by striking ‘‘In 

10 addition’’ and inserting the following: 

11 ‘‘(A) IN GENERAL.—In addition’’; and 

12 (iii) by adding at the end the fol13 lowing: 

14 ‘‘(B) EXCEPTION FOR QUALIFYING BANK15 ING ORGANIZATION.—Subparagraph (A) shall 

16 not apply to a proposed acquisition by a quali17 fying banking organization, as defined under 

18 section 605 of the Financial CHOICE Act of 

19 2017.’’; and 

20 (6) in section 165— 

21 (A) by striking ‘‘nonbank financial compa22 nies supervised by the Board of Governors and’’ 

23 each place such term appears; 


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1 (B) by striking ‘‘nonbank financial com2 pany supervised by the Board of Governors 

3 and’’ each place such term appears; 

4 (C) in subsection (a), by amending para5 graph (2) to read as follows: 

6 ‘‘(2) TAILORED APPLICATION.—In prescribing 

7 more stringent prudential standards under this sec8 tion, the Board of Governors may differentiate 

9 among companies on an individual basis or by cat10 egory, taking into consideration their capital struc11 ture, riskiness, complexity, financial activities (in12 cluding the financial activities of their subsidiaries), 

13 size, and any other risk-related factors that the 

14 Board of Governors deems appropriate.’’; 

15 (D) in subsection (b)— 

16 (i) in paragraph (1)(B)(iv), by strik17 ing ‘‘, on its own or pursuant to a rec18 ommendation made by the Council in ac19 cordance with section 115,’’; 

20 (ii) in paragraph (2)— 

21 (I) by striking ‘‘foreign nonbank 

22 financial company supervised by the 

23 Board of Governors or’’; 


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1 (II) by striking ‘‘shall—’’ and all 

2 that follows through ‘‘give due’’ and 

3 inserting ‘‘shall give due’’; 

4 (III) in subparagraph (A), by 

5 striking ‘‘; and’’ and inserting a pe6 riod; and 

7 (IV) by striking subparagraph 

8 (B); 

9 (iii) in paragraph (3)— 

10 (I) in subparagraph (A)— 

11 (aa) by striking clause (i); 

12 (bb) by redesignating 

13 clauses (ii), (iii), and (iv) as 

14 clauses (i), (ii), and (iii), respec15 tively; and 

16 (cc) in clause (iii), as so re17 designated, by adding ‘‘and’’ at 

18 the end; 

19 (II) by striking subparagraphs 

20 (B) and (C); and 

21 (III) by redesignating subpara22 graph (D) as subparagraph (B); and 

23 (iv) in paragraph (4), by striking ‘‘a 

24 nonbank financial company supervised by 

25 the Board of Governors or’’; 


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1 (E) in subsection (c)— 

2 (i) in paragraph (1), by striking 

3 ‘‘under section 115(c)’’; and 

4 (ii) in paragraph (2)— 

5 (I) by amending subparagraph 

6 (A) to read as follows: 

7 ‘‘(A) any recommendations of the Coun8 cil;’’; and 

9 (II) in subparagraph (D), by 

10 striking ‘‘nonbank financial company 

11 supervised by the Board of Governors 

12 or’’; 

13 (F) in subsection (d)— 

14 (i) by striking ‘‘a nonbank financial 

15 company supervised by the Board of Gov16 ernors or’’ each place such term appears; 

17 (ii) in paragraph (1), by striking ‘‘pe18 riodically’’ and inserting ‘‘not more often 

19 than every 2 years’’; 

20 (iii) in paragraph (3)— 

21 (I) by striking ‘‘The Board’’ and 

22 inserting the following: 

23 ‘‘(A) IN GENERAL.—The Board’’; 

24 (II) by striking ‘‘shall review’’ 

25 and inserting the following: ‘‘shall— 


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1 ‘‘(i) review’’; 

2 (III) by striking the period and 

3 inserting ‘‘; and’’; and 

4 (IV) by adding at the end the fol5 lowing: 

6 ‘‘(ii) not later than the end of the 6- 

7 month period beginning on the date the 

8 bank holding company submits the resolu9 tion plan, provide feedback to the bank 

10 holding company on such plan. 

11 ‘‘(B) DISCLOSURE OF ASSESSMENT

12 FRAMEWORK.—The Board of Governors shall 

13 publicly disclose, including on the website of the 

14 Board of Governors, the assessment framework 

15 that is used to review information under this 

16 paragraph and shall provide the public with a 

17 notice and comment period before finalizing 

18 such assessment framework.’’. 

19 (iv) in paragraph (6), by striking 

20 ‘‘nonbank financial company supervised by 

21 the Board, any bank holding company,’’ 

22 and inserting ‘‘bank holding company’’; 

23 (G) in subsection (e)— 


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1 (i) in paragraph (1), by striking ‘‘a 

2 nonbank financial company supervised by 

3 the Board of Governors or’’; 

4 (ii) in paragraph (3), by striking ‘‘the 

5 nonbank financial company supervised by 

6 the Board of Governors or’’ each place 

7 such term appears; and 

8 (iii) in paragraph (4), by striking ‘‘a 

9 nonbank financial company supervised by 

10 the Board of Governors or’’; 

11 (H) in subsection (g)(1), by striking ‘‘and 

12 any nonbank financial company supervised by 

13 the Board of Governors’’; 

14 (I) in subsection (h)— 

15 (i) by striking paragraph (1); 

16 (ii) by redesignating paragraphs (2), 

17 (3), and (4) as paragraphs (1), (2), and 

18 (3), respectively; 

19 (iii) in paragraph (1), as so redesig20 nated, by striking ‘‘paragraph (3)’’ each 

21 place such term appears and inserting 

22 ‘‘paragraph (2)’’; and 

23 (iv) in paragraph (2), as so redesig24 nated— 


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1 (I) in subparagraph (A), by strik2 ing ‘‘the nonbank financial company 

3 supervised by the Board of Governors 

4 or bank holding company described in 

5 subsection (a), as applicable’’ and in6 serting ‘‘a bank holding company de7 scribed in subsection (a)’’; and 

8 (II) in subparagraph (B), by 

9 striking ‘‘the nonbank financial com10 pany supervised by the Board of Gov11 ernors or a bank holding company de12 scribed in subsection (a), as applica13 ble’’ and inserting ‘‘a bank holding 

14 company described in subsection (a)’’; 

15 (J) in subsection (i)— 

16 (i) in paragraph (1)— 

17 (I) in subparagraph (A), by strik18 ing ‘‘, in coordination with the appro19 priate primary financial regulatory 

20 agencies and the Federal Insurance 

21 Office,’’; 

22 (II) in subparagraph (B)— 

23 (aa) by amending clause (i) 

24 to read as follows: 

25 ‘‘(i) shall— 


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1 ‘‘(I) issue regulations, after pro2 viding for public notice and comment, 

3 that provide for at least 3 different 

4 sets of conditions under which the 

5 evaluation required by this subsection 

6 shall be conducted, including baseline, 

7 adverse, and severely adverse, and 

8 methodologies, including models used 

9 to estimate losses on certain assets, 

10 and the Board of Governors shall not 

11 carry out any such evaluation until 60 

12 days after such regulations are issued; 

13 and 

14 ‘‘(II) provide copies of such regu15 lations to the Comptroller General of 

16 the United States and the Panel of 

17 Economic Advisors of the Congres18 sional Budget Office before publishing 

19 such regulations;’’; 

20 (bb) in clause (ii), by strik21 ing ‘‘and nonbank financial com22 panies’’; 

23 (cc) in clause (iv), by strik24 ing ‘‘and’’ at the end; 


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1 (dd) in clause (v), by strik2 ing the period and inserting the 

3 following: ‘‘, including any results 

4 of a resubmitted test;’’; and 

5 (ee) by adding at the end 

6 the following: 

7 ‘‘(vi) shall, in establishing the severely 

8 adverse condition under clause (i), provide 

9 detailed consideration of the model’s ef10 fects on financial stability and the cost and 

11 availability of credit; 

12 ‘‘(vii) shall, in developing the models 

13 and methodologies and providing them for 

14 notice and comment under this subpara15 graph, publish a process to test the models 

16 and methodologies for their potential to 

17 magnify systemic and institutional risks in18 stead of facilitating increased resiliency; 

19 ‘‘(viii) shall design and publish a proc20 ess to test and document the sensitivity 

21 and uncertainty associated with the model 

22 system’s data quality, specifications, and 

23 assumptions; and 


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1 ‘‘(ix) shall communicate the range and 

2 sources of uncertainty surrounding the 

3 models and methodologies.’’; and 

4 (III) by adding at the end the 

5 following: 

6 ‘‘(C) CCAR REQUIREMENTS.— 

7 ‘‘(i) PARAMETERS AND CON8 SEQUENCES APPLICABLE TO CCAR.—The 

9 requirements of subparagraph (B) shall 

10 apply to CCAR. 

11 ‘‘(ii) TWO-YEAR LIMITATION.—The 

12 Board of Governors may not subject a 

13 company to CCAR more than once every 

14 two years. 

15 ‘‘(iii) MID-CYCLE RESUBMISSION.—If 

16 a company receives a quantitative objection 

17 to, or otherwise desires to amend the com18 pany’s capital plan, the company may file 

19 a new streamlined plan at any time after 

20 a capital planning exercise has been com21 pleted and before a subsequent capital 

22 planning exercise. 

23 ‘‘(iv) LIMITATION ON QUALITATIVE

24 CAPITAL PLANNING OBJECTIONS.—In car25 rying out CCAR, the Board of Governors 


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1 may not object to a company’s capital plan 

2 on the basis of qualitative deficiencies in 

3 the company’s capital planning process. 

4 ‘‘(v) COMPANY INQUIRIES.—The 

5 Board of Governors shall establish and 

6 publish procedures for responding to in7 quiries from companies subject to CCAR, 

8 including establishing the time frame in 

9 which such responses will be made, and 

10 make such procedures publicly available. 

11 ‘‘(vi) CCAR DEFINED.—For purposes 

12 of this subparagraph and subparagraph 

13 (E), the term ‘CCAR’ means the Com14 prehensive Capital Analysis and Review es15 tablished by the Board of Governors.’’; and 

16 (ii) in paragraph (2)— 

17 (I) in subparagraph (A)— 

18 (aa) by striking ‘‘a bank 

19 holding company’’ and inserting 

20 ‘‘bank holding company’’; 

21 (bb) by striking ‘‘semi22 annual’’ and inserting ‘‘annual’’; 

23 (cc) by striking ‘‘All other 

24 financial companies’’ and insertVerDate Sep 11 2014 22:41 Jun 13, 2017 Jkt 069200 PO 00000 Frm 00063 Fmt 6652 Sfmt 6201 E:\BILLS\H10.RFS H10

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1 ing ‘‘All other bank holding com2 panies’’; and 

3 (dd) by striking ‘‘and are 

4 regulated by a primary Federal 

5 financial regulatory agency’’; 

6 (II) in subparagraph (B)— 

7 (aa) by striking ‘‘and to its 

8 primary financial regulatory 

9 agency’’; and 

10 (bb) by striking ‘‘primary fi11 nancial regulatory agency’’ the 

12 second time it appears and in13 serting ‘‘Board of Governors’’; 

14 and 

15 (III) in subparagraph (C)— 

16 (aa) by striking ‘‘Each Fed17 eral primary financial regulatory 

18 agency, in coordination with the 

19 Board of Governors and the Fed20 eral Insurance Office,’’ and in21 serting ‘‘The Board of Gov22 ernors’’; and 

23 (bb) by striking ‘‘consistent 

24 and comparable’’. 

25 (K) in subsection (j)— 


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1 (i) in paragraph (1), by striking ‘‘or a 

2 nonbank financial company supervised by 

3 the Board of Governors’’; and 

4 (ii) in paragraph (2), by striking ‘‘the 

5 factors described in subsections (a) and (b) 

6 of section 113 and any other’’ and insert7 ing ‘‘any’’; 

8 (L) in subsection (k)(1), by striking ‘‘or 

9 nonbank financial company supervised by the 

10 Board of Governors’’; and 

11 (M) by adding at the end the following: 

12 ‘‘(l) EXEMPTION FOR QUALIFYING BANKING ORGA13 NIZATIONS.—This section shall not apply to a proposed 

14 acquisition by a qualifying banking organization, as de15 fined under section 605 of the Financial CHOICE Act of 

16 2017.’’. 

17 (c) TREATMENT OF OTHER RESOLUTION PLAN RE18 QUIREMENTS.— 

19 (1) IN GENERAL.—With respect to an appro20 priate Federal banking agency that requires a bank21 ing organization to submit to the agency a resolution 

22 plan not described under section 165(d) of the 

23 Dodd-Frank Wall Street Reform and Consumer Pro24 tection Act— 


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1 (A) the agency shall comply with the re2 quirements of paragraphs (3) and (4) of such 

3 section 165(d); 

4 (B) the agency may not require the sub5 mission of such a resolution plan more often 

6 than every 2 years; and 

7 (C) paragraphs (6) and (7) of such section 

8 165(d) shall apply to such a resolution plan. 

9 (2) DEFINITIONS.—For purposes of this sub10 section, the terms ‘‘appropriate Federal banking 

11 agency’’ and ‘‘banking organization’’ have the mean12 ing given those terms, respectively, under section 

13 105. 

14 (d) ACTIONS TO CREATE A BANK HOLDING COM15 PANY.—Section 3(b)(1) of the Bank Holding Company 

16 Act of 1956 (12 U.S.C. 1842(b)(1)) is amended— 

17 (1) by striking ‘‘Upon receiving’’ and inserting 

18 the following: 

19 ‘‘(A) IN GENERAL.—Upon receiving’’; 

20 (2) by striking ‘‘Notwithstanding any other pro21 vision’’ and inserting the following: 

22 ‘‘(B) IMMEDIATE ACTION.— 

23 ‘‘(i) IN GENERAL.—Notwithstanding 

24 any other provision’’; and 

25 (3) by adding at the end the following: 


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1 ‘‘(ii) EXCEPTION.—The Board may 

2 not take any action pursuant to clause (i) 

3 on an application that would cause any 

4 company to become a bank holding com5 pany unless such application involves the 

6 company acquiring a bank that is critically 

7 undercapitalized (as such term is defined 

8 under section 38(b) of the Federal Deposit 

9 Insurance Act).’’. 

10 (e) CONCENTRATION LIMITS APPLIED ONLY TO

11 BANKING ORGANIZATIONS.—Section 14 of the Bank 

12 Holding Company Act of 1956 (12 U.S.C. 1852) is 

13 amended— 

14 (1) by striking ‘‘financial company’’ each place 

15 such term appears and inserting ‘‘banking organiza16 tion’’; 

17 (2) in subsection (a)— 

18 (A) by amending paragraph (2) to read as 

19 follows: 

20 ‘‘(2) the term ‘banking organization’ means— 

21 ‘‘(A) an insured depository institution; 

22 ‘‘(B) a bank holding company; 

23 ‘‘(C) a savings and loan holding company; 

24 ‘‘(D) a company that controls an insured 

25 depository institution; and 


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1 ‘‘(E) a foreign bank or company that is 

2 treated as a bank holding company for purposes 

3 of this Act; and’’; 

4 (B) in paragraph (3)— 

5 (i) in subparagraph (A)(ii), by adding 

6 ‘‘and’’ at the end; 

7 (ii) in subparagraph (B)(ii), by strik8 ing ‘‘; and’’ and inserting a period; and 

9 (iii) by striking subparagraph (C); 

10 and 

11 (3) in subsection (b), by striking ‘‘financial 

12 companies’’ and inserting ‘‘banking organizations’’. 

13 (f) CONFORMING AMENDMENT.—Section 3502(5) of 

14 title 44, United States Code, is amended by striking ‘‘the 

15 Office of Financial Research,’’. 

16 (g) CLERICAL AMENDMENT.—The table of contents 

17 under section 1(b) of the Dodd-Frank Wall Street Reform 

18 and Consumer Protection Act is amended by striking the 

19 items relating to subtitle B of title I and 113, 114, 115, 

20 116, 117, 119, 120, 121, 161, 162, 164, 166, 167, 168, 

21 170, 172, 174, and 175. 

22 SEC. 152. OPERATIONAL RISK CAPITAL REQUIREMENTS 

23 FOR BANKING ORGANIZATIONS. 

24 (a) IN GENERAL.—An appropriate Federal banking 

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1 quirement for banking organizations, unless such require2 ment— 

3 (1) is based on the risks posed by a banking or4 ganization’s current activities and businesses; 

5 (2) is appropriately sensitive to the risks posed 

6 by such current activities and businesses; 

7 (3) is determined under a forward-looking as8 sessment of potential losses that may arise out of a 

9 banking organization’s current activities and busi10 nesses, which is not solely based on a banking orga11 nization’s historical losses; and 

12 (4) permits adjustments based on qualifying 

13 operational risk mitigants. 

14 (b) DEFINITIONS.—For purposes of this section, the 

15 terms ‘‘appropriate Federal banking agency’’ and ‘‘bank16 ing organization’’ have the meaning given those terms, re17 spectively, under section 605. 

18 TITLE II—DEMANDING AC19 COUNTABILITY FROM WALL 

20 STREET 

21 Subtitle A—SEC Penalties 

22 Modernization 

23 SEC. 211. ENHANCEMENT OF CIVIL PENALTIES FOR SECU24 RITIES LAWS VIOLATIONS. 

25 (a) UPDATED CIVIL MONEY PENALTIES.— 


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1 (1) SECURITIES ACT OF 1933.— 

2 (A) MONEY PENALTIES IN ADMINISTRA3 TIVE ACTIONS.—Section 8A(g)(2) of the Securi4 ties Act of 1933 (15 U.S.C. 77h–1(g)(2)) is 

5 amended— 

6 (i) in subparagraph (A)— 

7 (I) by striking ‘‘$7,500’’ and in8 serting ‘‘$10,000’’; and 

9 (II) by striking ‘‘$75,000’’ and 

10 inserting ‘‘$100,000’’; 

11 (ii) in subparagraph (B)— 

12 (I) by striking ‘‘$75,000’’ and in13 serting ‘‘$100,000’’; and 

14 (II) by striking ‘‘$375,000’’ and 

15 inserting ‘‘$500,000’’; and 

16 (iii) by striking subparagraph (C) and 

17 inserting the following: 

18 ‘‘(C) THIRD TIER.— 

19 ‘‘(i) IN GENERAL.—Notwithstanding 

20 subparagraphs (A) and (B), the amount of 

21 penalty for each such act or omission shall 

22 not exceed the amount specified in clause 

23 (ii) if— 

24 ‘‘(I) the act or omission described 

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1 ceit, manipulation, or deliberate or 

2 reckless disregard of a regulatory re3 quirement; and 

4 ‘‘(II) such act or omission di5 rectly or indirectly resulted in— 

6 ‘‘(aa) substantial losses or 

7 created a significant risk of sub8 stantial losses to other persons; 

9 or 

10 ‘‘(bb) substantial pecuniary 

11 gain to the person who com12 mitted the act or omission. 

13 ‘‘(ii) MAXIMUM AMOUNT OF PEN14 ALTY.—The amount referred to in clause 

15 (i) is the greatest of— 

16 ‘‘(I) $300,000 for a natural per17 son or $1,450,000 for any other per18 son; 

19 ‘‘(II) 3 times the gross amount of 

20 pecuniary gain to the person who 

21 committed the act or omission; or 

22 ‘‘(III) the amount of losses in23 curred by victims as a result of the 

24 act or omission.’’. 


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1 (B) MONEY PENALTIES IN CIVIL AC2 TIONS.—Section 20(d)(2) of the Securities Act 

3 of 1933 (15 U.S.C. 77t(d)(2)) is amended— 

4 (i) in subparagraph (A)— 

5 (I) by striking ‘‘$5,000’’ and in6 serting ‘‘$10,000’’; and 

7 (II) by striking ‘‘$50,000’’ and 

8 inserting ‘‘$100,000’’; 

9 (ii) in subparagraph (B)— 

10 (I) by striking ‘‘$50,000’’ and in11 serting ‘‘$100,000’’; and 

12 (II) by striking ‘‘$250,000’’ and 

13 inserting ‘‘$500,000’’; and 

14 (iii) by striking subparagraph (C) and 

15 inserting the following: 

16 ‘‘(C) THIRD TIER.— 

17 ‘‘(i) IN GENERAL.—Notwithstanding 

18 subparagraphs (A) and (B), the amount of 

19 penalty for each such violation shall not 

20 exceed the amount specified in clause (ii) 

21 if— 

22 ‘‘(I) the violation described in 

23 paragraph (1) involved fraud, deceit, 

24 manipulation, or deliberate or reckless 


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1 disregard of a regulatory requirement; 

2 and 

3 ‘‘(II) such violation directly or in4 directly resulted in substantial losses 

5 or created a significant risk of sub6 stantial losses to other persons. 

7 ‘‘(ii) MAXIMUM AMOUNT OF PEN8 ALTY.—The amount referred to in clause 

9 (i) is the greatest of— 

10 ‘‘(I) $300,000 for a natural per11 son or $1,450,000 for any other per12 son; 

13 ‘‘(II) 3 times the gross amount of 

14 pecuniary gain to such defendant as a 

15 result of the violation; or 

16 ‘‘(III) the amount of losses in17 curred by victims as a result of the 

18 violation.’’. 

19 (2) SECURITIES EXCHANGE ACT OF 1934.— 

20 (A) MONEY PENALTIES IN CIVIL AC21 TIONS.—Section 21(d)(3)(B) of the Securities 

22 Exchange Act of 1934 (15 U.S.C. 

23 78u(d)(3)(B)) is amended— 

24 (i) in clause (i)— 


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1 (I) by striking ‘‘$5,000’’ and in2 serting ‘‘$10,000’’; and 

3 (II) by striking ‘‘$50,000’’ and 

4 inserting ‘‘$100,000’’; 

5 (ii) in clause (ii)— 

6 (I) by striking ‘‘$50,000’’ and in7 serting ‘‘$100,000’’; and 

8 (II) by striking ‘‘$250,000’’ and 

9 inserting ‘‘$500,000’’; and 

10 (iii) by striking clause (iii) and insert11 ing the following: 

12 ‘‘(iii) THIRD TIER.— 

13 ‘‘(I) IN GENERAL.—Notwithstanding 

14 clauses (i) and (ii), the amount of penalty 

15 for each such violation shall not exceed the 

16 amount specified in subclause (II) if— 

17 ‘‘(aa) the violation described in 

18 subparagraph (A) involved fraud, de19 ceit, manipulation, or deliberate or 

20 reckless disregard of a regulatory re21 quirement; and 

22 ‘‘(bb) such violation directly or 

23 indirectly resulted in substantial 

24 losses or created a significant risk of 

25 substantial losses to other persons. 


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1 ‘‘(II) MAXIMUM AMOUNT OF PEN2 ALTY.—The amount referred to in sub3 clause (I) is the greatest of— 

4 ‘‘(aa) $300,000 for a natural 

5 person or $1,450,000 for any other 

6 person; 

7 ‘‘(bb) 3 times the gross amount 

8 of pecuniary gain to such defendant 

9 as a result of the violation; or 

10 ‘‘(cc) the amount of losses in11 curred by victims as a result of the 

12 violation.’’. 

13 (B) MONEY PENALTIES IN ADMINISTRA14 TIVE ACTIONS.—Section 21B(b) of the Securi15 ties Exchange Act of 1934 (15 U.S.C. 78u– 

16 2(b)) is amended— 

17 (i) in paragraph (1)— 

18 (I) by striking ‘‘$5,000’’ and in19 serting ‘‘$10,000’’; and 

20 (II) by striking ‘‘$50,000’’ and 

21 inserting ‘‘$100,000’’; 

22 (ii) in paragraph (2)— 

23 (I) by striking ‘‘$50,000’’ and in24 serting ‘‘$100,000’’; and 


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1 (II) by striking ‘‘$250,000’’ and 

2 inserting ‘‘$500,000’’; and 

3 (iii) by striking paragraph (3) and in4 serting the following: 

5 ‘‘(3) THIRD TIER.— 

6 ‘‘(A) IN GENERAL.—Notwithstanding 

7 paragraphs (1) and (2), the amount of penalty 

8 for each such act or omission shall not exceed 

9 the amount specified in subparagraph (B) if— 

10 ‘‘(i) the act or omission described in 

11 subsection (a) involved fraud, deceit, ma12 nipulation, or deliberate or reckless dis13 regard of a regulatory requirement; and 

14 ‘‘(ii) such act or omission directly or 

15 indirectly resulted in substantial losses or 

16 created a significant risk of substantial 

17 losses to other persons or resulted in sub18 stantial pecuniary gain to the person who 

19 committed the act or omission. 

20 ‘‘(B) MAXIMUM AMOUNT OF PENALTY.— 

21 The amount referred to in subparagraph (A) is 

22 the greatest of— 

23 ‘‘(i) $300,000 for a natural person or 

24 $1,450,000 for any other person; 


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1 ‘‘(ii) 3 times the gross amount of pe2 cuniary gain to the person who committed 

3 the act or omission; or 

4 ‘‘(iii) the amount of losses incurred by 

5 victims as a result of the act or omission.’’. 

6 (3) INVESTMENT COMPANY ACT OF 1940.— 

7 (A) MONEY PENALTIES IN ADMINISTRA8 TIVE ACTIONS.—Section 9(d)(2) of the Invest9 ment Company Act of 1940 (15 U.S.C. 80a– 

10 9(d)(2)) is amended— 

11 (i) in subparagraph (A)— 

12 (I) by striking ‘‘$5,000’’ and in13 serting ‘‘$10,000’’; and 

14 (II) by striking ‘‘$50,000’’ and 

15 inserting ‘‘$100,000’’; 

16 (ii) in subparagraph (B)— 

17 (I) by striking ‘‘$50,000’’ and in18 serting ‘‘$100,000’’; and 

19 (II) by striking ‘‘$250,000’’ and 

20 inserting ‘‘$500,000’’; and 

21 (iii) by striking subparagraph (C) and 

22 inserting the following: 

23 ‘‘(C) THIRD TIER.— 

24 ‘‘(i) IN GENERAL.—Notwithstanding 

25 subparagraphs (A) and (B), the amount of 


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1 penalty for each such act or omission shall 

2 not exceed the amount specified in clause 

3 (ii) if— 

4 ‘‘(I) the act or omission described 

5 in paragraph (1) involved fraud, de6 ceit, manipulation, or deliberate or 

7 reckless disregard of a regulatory re8 quirement; and 

9 ‘‘(II) such act or omission di10 rectly or indirectly resulted in sub11 stantial losses or created a significant 

12 risk of substantial losses to other per13 sons or resulted in substantial pecu14 niary gain to the person who com15 mitted the act or omission. 

16 ‘‘(ii) MAXIMUM AMOUNT OF PEN17 ALTY.—The amount referred to in clause 

18 (i) is the greatest of— 

19 ‘‘(I) $300,000 for a natural per20 son or $1,450,000 for any other per21 son; 

22 ‘‘(II) 3 times the gross amount of 

23 pecuniary gain to the person who 

24 committed the act or omission; or 


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1 ‘‘(III) the amount of losses in2 curred by victims as a result of the 

3 act or omission.’’. 

4 (B) MONEY PENALTIES IN CIVIL AC5 TIONS.—Section 42(e)(2) of the Investment 

6 Company Act of 1940 (15 U.S.C. 80a– 

7 41(e)(2)) is amended— 

8 (i) in subparagraph (A)— 

9 (I) by striking ‘‘$5,000’’ and in10 serting ‘‘$10,000’’; and 

11 (II) by striking ‘‘$50,000’’ and 

12 inserting ‘‘$100,000’’; 

13 (ii) in subparagraph (B)— 

14 (I) by striking ‘‘$50,000’’ and in15 serting ‘‘$100,000’’; and 

16 (II) by striking ‘‘$250,000’’ and 

17 inserting ‘‘$500,000’’; and 

18 (iii) by striking subparagraph (C) and 

19 inserting the following: 

20 ‘‘(C) THIRD TIER.— 

21 ‘‘(i) IN GENERAL.—Notwithstanding 

22 subparagraphs (A) and (B), the amount of 

23 penalty for each such violation shall not 

24 exceed the amount specified in clause (ii) 

25 if— 


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1 ‘‘(I) the violation described in 

2 paragraph (1) involved fraud, deceit, 

3 manipulation, or deliberate or reckless 

4 disregard of a regulatory requirement; 

5 and 

6 ‘‘(II) such violation directly or in7 directly resulted in substantial losses 

8 or created a significant risk of sub9 stantial losses to other persons. 

10 ‘‘(ii) MAXIMUM AMOUNT OF PEN11 ALTY.—The amount referred to in clause 

12 (i) is the greatest of— 

13 ‘‘(I) $300,000 for a natural per14 son or $1,450,000 for any other per15 son; 

16 ‘‘(II) 3 times the gross amount of 

17 pecuniary gain to such defendant as a 

18 result of the violation; or 

19 ‘‘(III) the amount of losses in20 curred by victims as a result of the 

21 violation.’’. 

22 (4) INVESTMENT ADVISERS ACT OF 1940.— 

23 (A) MONEY PENALTIES IN ADMINISTRA24 TIVE ACTIONS.—Section 203(i)(2) of the InvestVerDate Sep 11 2014 22:41 Jun 13, 2017 Jkt 069200 PO 00000 Frm 00080 Fmt 6652 Sfmt 6201 E:\BILLS\H10.RFS H10

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1 ment Advisers Act of 1940 (15 U.S.C. 80b– 

2 3(i)(2)) is amended— 

3 (i) in subparagraph (A)— 

4 (I) by striking ‘‘$5,000’’ and in5 serting ‘‘$10,000’’; and 

6 (II) by striking ‘‘$50,000’’ and 

7 inserting ‘‘$100,000’’; 

8 (ii) in subparagraph (B)— 

9 (I) by striking ‘‘$50,000’’ and in10 serting ‘‘$100,000’’; and 

11 (II) by striking ‘‘$250,000’’ and 

12 inserting ‘‘$500,000’’; and 

13 (iii) by striking subparagraph (C) and 

14 inserting the following: 

15 ‘‘(C) THIRD TIER.— 

16 ‘‘(i) IN GENERAL.—Notwithstanding 

17 subparagraphs (A) and (B), the amount of 

18 penalty for each such act or omission shall 

19 not exceed the amount specified in clause 

20 (ii) if— 

21 ‘‘(I) the act or omission described 

22 in paragraph (1) involved fraud, de23 ceit, manipulation, or deliberate or 

24 reckless disregard of a regulatory re25 quirement; and 


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1 ‘‘(II) such act or omission di2 rectly or indirectly resulted in sub3 stantial losses or created a significant 

4 risk of substantial losses to other per5 sons or resulted in substantial pecu6 niary gain to the person who com7 mitted the act or omission. 

8 ‘‘(ii) MAXIMUM AMOUNT OF PEN9 ALTY.—The amount referred to in clause 

10 (i) is the greatest of— 

11 ‘‘(I) $300,000 for a natural per12 son or $1,450,000 for any other per13 son; 

14 ‘‘(II) 3 times the gross amount of 

15 pecuniary gain to the person who 

16 committed the act or omission; or 

17 ‘‘(III) the amount of losses in18 curred by victims as a result of the 

19 act or omission.’’. 

20 (B) MONEY PENALTIES IN CIVIL AC21 TIONS.—Section 209(e)(2) of the Investment 

22 Advisers Act of 1940 (15 U.S.C. 80b–9(e)(2)) 

23 is amended— 

24 (i) in subparagraph (A)— 


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1 (I) by striking ‘‘$5,000’’ and in2 serting ‘‘$10,000’’; and 

3 (II) by striking ‘‘$50,000’’ and 

4 inserting ‘‘$100,000’’; 

5 (ii) in subparagraph (B)— 

6 (I) by striking ‘‘$50,000’’ and in7 serting ‘‘$100,000’’; and 

8 (II) by striking ‘‘$250,000’’ and 

9 inserting ‘‘$500,000’’; and 

10 (iii) by striking subparagraph (C) and 

11 inserting the following: 

12 ‘‘(C) THIRD TIER.— 

13 ‘‘(i) IN GENERAL.—Notwithstanding 

14 subparagraphs (A) and (B), the amount of 

15 penalty for each such violation shall not 

16 exceed the amount specified in clause (ii) 

17 if— 

18 ‘‘(I) the violation described in 

19 paragraph (1) involved fraud, deceit, 

20 manipulation, or deliberate or reckless 

21 disregard of a regulatory requirement; 

22 and 

23 ‘‘(II) such violation directly or in24 directly resulted in substantial losses 


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1 or created a significant risk of sub2 stantial losses to other persons. 

3 ‘‘(ii) MAXIMUM AMOUNT OF PEN4 ALTY.—The amount referred to in clause 

5 (i) is the greatest of— 

6 ‘‘(I) $300,000 for a natural per7 son or $1,450,000 for any other per8 son; 

9 ‘‘(II) 3 times the gross amount of 

10 pecuniary gain to such defendant as a 

11 result of the violation; or 

12 ‘‘(III) the amount of losses in13 curred by victims as a result of the 

14 violation.’’. 

15 (b) PENALTIES FOR RECIDIVISTS.— 

16 (1) SECURITIES ACT OF 1933.— 

17 (A) MONEY PENALTIES IN ADMINISTRA18 TIVE ACTIONS.—Section 8A(g)(2) of the Securi19 ties Act of 1933 (15 U.S.C. 77h–1(g)(2)) is 

20 amended by adding at the end the following: 

21 ‘‘(D) FOURTH TIER.—Notwithstanding 

22 subparagraphs (A), (B), and (C), the maximum 

23 amount of penalty for each such act or omission 

24 shall be 3 times the otherwise applicable 

25 amount in such subparagraphs if, within the 5- 


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1 year period preceding such act or omission, the 

2 person who committed the act or omission was 

3 criminally convicted for securities fraud or be4 came subject to a judgment or order imposing 

5 monetary, equitable, or administrative relief in 

6 any Commission action alleging fraud by that 

7 person.’’. 

8 (B) MONEY PENALTIES IN CIVIL AC9 TIONS.—Section 20(d)(2) of the Securities Act 

10 of 1933 (15 U.S.C. 77t(d)(2)) is amended by 

11 adding at the end the following: 

12 ‘‘(D) FOURTH TIER.—Notwithstanding 

13 subparagraphs (A), (B), and (C), the maximum 

14 amount of penalty for each such violation shall 

15 be 3 times the otherwise applicable amount in 

16 such subparagraphs if, within the 5-year period 

17 preceding such violation, the defendant was 

18 criminally convicted for securities fraud or be19 came subject to a judgment or order imposing 

20 monetary, equitable, or administrative relief in 

21 any Commission action alleging fraud by that 

22 defendant.’’. 

23 (2) SECURITIES EXCHANGE ACT OF 1934.— 

24 (A) MONEY PENALTIES IN CIVIL AC25 TIONS.—Section 21(d)(3)(B) of the Securities 


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1 Exchange Act of 1934 (15 U.S.C. 

2 78u(d)(3)(B)) is amended by adding at the end 

3 the following: 

4 ‘‘(iv) FOURTH TIER.—Notwith5 standing clauses (i), (ii), and (iii), the 

6 maximum amount of penalty for each such 

7 violation shall be 3 times the otherwise ap8 plicable amount in such clauses if, within 

9 the 5-year period preceding such violation, 

10 the defendant was criminally convicted for 

11 securities fraud or became subject to a 

12 judgment or order imposing monetary, eq13 uitable, or administrative relief in any 

14 Commission action alleging fraud by that 

15 defendant.’’. 

16 (B) MONEY PENALTIES IN ADMINISTRA17 TIVE ACTIONS.—Section 21B(b) of the Securi18 ties Exchange Act of 1934 (15 U.S.C. 78u– 

19 2(b)) is amended by adding at the end the fol20 lowing: 

21 ‘‘(4) FOURTH TIER.—Notwithstanding para22 graphs (1), (2), and (3), the maximum amount of 

23 penalty for each such act or omission shall be 3 

24 times the otherwise applicable amount in such para25 graphs if, within the 5-year period preceding such 


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1 act or omission, the person who committed the act 

2 or omission was criminally convicted for securities 

3 fraud or became subject to a judgment or order im4 posing monetary, equitable, or administrative relief 

5 in any Commission action alleging fraud by that per6 son.’’. 

7 (3) INVESTMENT COMPANY ACT OF 1940.— 

8 (A) MONEY PENALTIES IN ADMINISTRA9 TIVE ACTIONS.—Section 9(d)(2) of the Invest10 ment Company Act of 1940 (15 U.S.C. 80a– 

11 9(d)(2)) is amended by adding at the end the 

12 following: 

13 ‘‘(D) FOURTH TIER.—Notwithstanding 

14 subparagraphs (A), (B), and (C), the maximum 

15 amount of penalty for each such act or omission 

16 shall be 3 times the otherwise applicable 

17 amount in such subparagraphs if, within the 5- 

18 year period preceding such act or omission, the 

19 person who committed the act or omission was 

20 criminally convicted for securities fraud or be21 came subject to a judgment or order imposing 

22 monetary, equitable, or administrative relief in 

23 any Commission action alleging fraud by that 

24 person.’’. 


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1 (B) MONEY PENALTIES IN CIVIL AC2 TIONS.—Section 42(e)(2) of the Investment 

3 Company Act of 1940 (15 U.S.C. 80a– 

4 41(e)(2)) is amended by adding at the end the 

5 following: 

6 ‘‘(D) FOURTH TIER.—Notwithstanding 

7 subparagraphs (A), (B), and (C), the maximum 

8 amount of penalty for each such violation shall 

9 be 3 times the otherwise applicable amount in 

10 such subparagraphs if, within the 5-year period 

11 preceding such violation, the defendant was 

12 criminally convicted for securities fraud or be13 came subject to a judgment or order imposing 

14 monetary, equitable, or administrative relief in 

15 any Commission action alleging fraud by that 

16 defendant.’’. 

17 (4) INVESTMENT ADVISERS ACT OF 1940.— 

18 (A) MONEY PENALTIES IN ADMINISTRA19 TIVE ACTIONS.—Section 203(i)(2) of the Invest20 ment Advisers Act of 1940 (15 U.S.C. 80b– 

21 3(i)(2)) is amended by adding at the end the 

22 following: 

23 ‘‘(D) FOURTH TIER.—Notwithstanding 

24 subparagraphs (A), (B), and (C), the maximum 

25 amount of penalty for each such act or omission 


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1 shall be 3 times the otherwise applicable 

2 amount in such subparagraphs if, within the 5- 

3 year period preceding such act or omission, the 

4 person who committed the act or omission was 

5 criminally convicted for securities fraud or be6 came subject to a judgment or order imposing 

7 monetary, equitable, or administrative relief in 

8 any Commission action alleging fraud by that 

9 person.’’. 

10 (B) MONEY PENALTIES IN CIVIL AC11 TIONS.—Section 209(e)(2) of the Investment 

12 Advisers Act of 1940 (15 U.S.C. 80b–9(e)(2)) 

13 is amended by adding at the end the following: 

14 ‘‘(D) FOURTH TIER.—Notwithstanding 

15 subparagraphs (A), (B), and (C), the maximum 

16 amount of penalty for each such violation shall 

17 be 3 times the otherwise applicable amount in 

18 such subparagraphs if, within the 5-year period 

19 preceding such violation, the defendant was 

20 criminally convicted for securities fraud or be21 came subject to a judgment or order imposing 

22 monetary, equitable, or administrative relief in 

23 any Commission action alleging fraud by that 

24 defendant.’’. 

25 (c) VIOLATIONS OF INJUNCTIONS AND BARS.— 


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1 (1) SECURITIES ACT OF 1933.—Section 20(d) of 

2 the Securities Act of 1933 (15 U.S.C. 77t(d)) is 

3 amended— 

4 (A) in paragraph (1), by inserting after 

5 ‘‘the rules or regulations thereunder,’’ the fol6 lowing: ‘‘a Federal court injunction or a bar ob7 tained or entered by the Commission under this 

8 title,’’; and 

9 (B) by striking paragraph (4) and insert10 ing the following: 

11 ‘‘(4) SPECIAL PROVISIONS RELATING TO A VIO12 LATION OF AN INJUNCTION OR CERTAIN ORDERS.— 

13 ‘‘(A) IN GENERAL.—Each separate viola14 tion of an injunction or order described in sub15 paragraph (B) shall be a separate offense, ex16 cept that in the case of a violation through a 

17 continuing failure to comply with such injunc18 tion or order, each day of the failure to comply 

19 with the injunction or order shall be deemed a 

20 separate offense. 

21 ‘‘(B) INJUNCTIONS AND ORDERS.—Sub22 paragraph (A) shall apply with respect to any 

23 action to enforce— 

24 ‘‘(i) a Federal court injunction ob25 tained pursuant to this title; 


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1 ‘‘(ii) an order entered or obtained by 

2 the Commission pursuant to this title that 

3 bars, suspends, places limitations on the 

4 activities or functions of, or prohibits the 

5 activities of, a person; or 

6 ‘‘(iii) a cease-and-desist order entered 

7 by the Commission pursuant to section 

8 8A.’’. 

9 (2) SECURITIES EXCHANGE ACT OF 1934.—Sec10 tion 21(d)(3) of the Securities Exchange Act of 

11 1934 (15 U.S.C. 78u(d)(3)) is amended— 

12 (A) in subparagraph (A), by inserting after 

13 ‘‘the rules or regulations thereunder,’’ the fol14 lowing: ‘‘a Federal court injunction or a bar ob15 tained or entered by the Commission under this 

16 title,’’; and 

17 (B) by striking subparagraph (D) and in18 serting the following: 

19 ‘‘(D) SPECIAL PROVISIONS RELATING TO A VIO20 LATION OF AN INJUNCTION OR CERTAIN ORDERS.— 

21 ‘‘(i) IN GENERAL.—Each separate violation 

22 of an injunction or order described in clause (ii) 

23 shall be a separate offense, except that in the 

24 case of a violation through a continuing failure 

25 to comply with such injunction or order, each 


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1 day of the failure to comply with the injunction 

2 or order shall be deemed a separate offense. 

3 ‘‘(ii) INJUNCTIONS AND ORDERS.—Clause 

4 (i) shall apply with respect to an action to en5 force— 

6 ‘‘(I) a Federal court injunction ob7 tained pursuant to this title; 

8 ‘‘(II) an order entered or obtained by 

9 the Commission pursuant to this title that 

10 bars, suspends, places limitations on the 

11 activities or functions of, or prohibits the 

12 activities of, a person; or 

13 ‘‘(III) a cease-and-desist order entered 

14 by the Commission pursuant to section 

15 21C.’’. 

16 (3) INVESTMENT COMPANY ACT OF 1940.—Sec17 tion 42(e) of the Investment Company Act of 1940 

18 (15 U.S.C. 80a–41(e)) is amended— 

19 (A) in paragraph (1), by inserting after 

20 ‘‘the rules or regulations thereunder,’’ the fol21 lowing: ‘‘a Federal court injunction or a bar ob22 tained or entered by the Commission under this 

23 title,’’; and 

24 (B) by striking paragraph (4) and insert25 ing the following: 


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1 ‘‘(4) SPECIAL PROVISIONS RELATING TO A VIO2 LATION OF AN INJUNCTION OR CERTAIN ORDERS.— 

3 ‘‘(A) IN GENERAL.—Each separate viola4 tion of an injunction or order described in sub5 paragraph (B) shall be a separate offense, ex6 cept that in the case of a violation through a 

7 continuing failure to comply with such injunc8 tion or order, each day of the failure to comply 

9 with the injunction or order shall be deemed a 

10 separate offense. 

11 ‘‘(B) INJUNCTIONS AND ORDERS.—Sub12 paragraph (A) shall apply with respect to any 

13 action to enforce— 

14 ‘‘(i) a Federal court injunction ob15 tained pursuant to this title; 

16 ‘‘(ii) an order entered or obtained by 

17 the Commission pursuant to this title that 

18 bars, suspends, places limitations on the 

19 activities or functions of, or prohibits the 

20 activities of, a person; or 

21 ‘‘(iii) a cease-and-desist order entered 

22 by the Commission pursuant to section 

23 9(f).’’. 


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1 (4) INVESTMENT ADVISERS ACT OF 1940.—Sec2 tion 209(e) of the Investment Advisers Act of 1940 

3 (15 U.S.C. 80b–9(e)) is amended— 

4 (A) in paragraph (1), by inserting after 

5 ‘‘the rules or regulations thereunder,’’ the fol6 lowing: ‘‘a Federal court injunction or a bar ob7 tained or entered by the Commission under this 

8 title,’’; and 

9 (B) by striking paragraph (4) and insert10 ing the following: 

11 ‘‘(4) SPECIAL PROVISIONS RELATING TO A VIO12 LATION OF AN INJUNCTION OR CERTAIN ORDERS.— 

13 ‘‘(A) IN GENERAL.—Each separate viola14 tion of an injunction or order described in sub15 paragraph (B) shall be a separate offense, ex16 cept that in the case of a violation through a 

17 continuing failure to comply with such injunc18 tion or order, each day of the failure to comply 

19 with the injunction or order shall be deemed a 

20 separate offense. 

21 ‘‘(B) INJUNCTIONS AND ORDERS.—Sub22 paragraph (A) shall apply with respect to any 

23 action to enforce— 

24 ‘‘(i) a Federal court injunction ob25 tained pursuant to this title; 


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1 ‘‘(ii) an order entered or obtained by 

2 the Commission pursuant to this title that 

3 bars, suspends, places limitations on the 

4 activities or functions of, or prohibits the 

5 activities of, a person; or 

6 ‘‘(iii) a cease-and-desist order entered 

7 by the Commission pursuant to section 

8 203(k).’’. 

9 (d) EFFECTIVE DATE.—The amendments made by 

10 this section shall apply with respect to conduct that occurs 

11 after the date of the enactment of this Act. 

12 SEC. 212. UPDATED CIVIL MONEY PENALTIES OF PUBLIC 

13 COMPANY ACCOUNTING OVERSIGHT BOARD. 

14 (a) IN GENERAL.—Section 105(c)(4)(D) of the Sar15 banes-Oxley Act of 2002 (15 U.S.C. 7215(c)(4)(D)) is 

16 amended— 

17 (1) in clause (i)— 

18 (A) by striking ‘‘$100,000’’ and inserting 

19 ‘‘$200,000’’; and 

20 (B) by striking ‘‘$2,000,000’’ and insert21 ing ‘‘$4,000,000’’; and 

22 (2) in clause (ii)— 

23 (A) by striking ‘‘$750,000’’ and inserting 

24 ‘‘$1,500,000’’; and 


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1 (B) by striking ‘‘$15,000,000’’ and insert2 ing ‘‘$22,000,000’’. 

3 (b) EFFECTIVE DATE.—The amendments made by 

4 this section shall apply with respect to conduct that occurs 

5 after the date of the enactment of this Act. 

6 SEC. 213. UPDATED CIVIL MONEY PENALTY FOR CONTROL7 LING PERSONS IN CONNECTION WITH IN8 SIDER TRADING. 

9 (a) IN GENERAL.—Section 21A(a)(3) of the Securi10 ties Exchange Act of 1934 (15 U.S.C. 78u–1(a)(3)) is 

11 amended by striking ‘‘$1,000,000’’ and inserting 

12 ‘‘$2,500,000’’. 

13 (b) EFFECTIVE DATE.—The amendment made by 

14 this section shall apply with respect to conduct that occurs 

15 after the date of the enactment of this Act. 

16 SEC. 214. UPDATE OF CERTAIN OTHER PENALTIES. 

17 (a) IN GENERAL.—Section 32 of the Securities Ex18 change Act of 1934 (15 U.S.C. 78ff) is amended— 

19 (1) in subsection (a), by striking ‘‘$5,000,000’’ 

20 and inserting ‘‘$7,000,000’’; and 

21 (2) in subsection (c)— 

22 (A) in paragraph (1)— 

23 (i) in subparagraph (A), by striking 

24 ‘‘$2,000,000’’ and inserting ‘‘$4,000,000’’; 

25 and 


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1 (ii) in subparagraph (B), by striking 

2 ‘‘$10,000’’ and inserting ‘‘$50,000’’; and 

3 (B) in paragraph (2)— 

4 (i) in subparagraph (A), by striking 

5 ‘‘$100,000’’ and inserting ‘‘$250,000’’; 

6 and 

7 (ii) in subparagraph (B), by striking 

8 ‘‘$10,000’’ and inserting ‘‘$50,000’’. 

9 (b) EFFECTIVE DATE.—The amendments made by 

10 this section shall apply with respect to conduct that occurs 

11 after the date of the enactment of this Act. 

12 SEC. 215. MONETARY SANCTIONS TO BE USED FOR THE RE13 LIEF OF VICTIMS. 

14 (a) IN GENERAL.—Section 308(a) of the Sarbanes15 Oxley Act of 2002 (15 U.S.C. 7246(a)) is amended to read 

16 as follows: 

17 ‘‘(a) MONETARY SANCTIONS TO BE USED FOR THE

18 RELIEF OF VICTIMS.— 

19 ‘‘(1) IN GENERAL.—If, in any judicial or ad20 ministrative action brought by the Commission 

21 under the securities laws, the Commission obtains a 

22 monetary sanction (as defined in section 21F(a) of 

23 the Securities Exchange Act of 1934) against any 

24 person for a violation of such laws, or such person 

25 agrees, in settlement of any such action, to such 


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1 monetary sanction, the amount of such monetary 

2 sanction shall, on the motion or at the direction of 

3 the Commission, be added to and become part of a 

4 disgorgement fund or other fund established for the 

5 benefit of the victims of such violation. 

6 ‘‘(2) DEFINITION OF VICTIM.—In this sub7 section, the term ‘victim’ has the meaning given the 

8 term ‘crime victim’ in section 3771(e) of title 18, 

9 United States Code.’’. 

10 (b) MONETARY SANCTION DEFINED.—Section 

11 21F(a)(4)(A) of the Securities Exchange Act of 1934 (15 

12 U.S.C. 78u–6(a)(4)(A)) is amended by striking ‘‘ordered’’ 

13 and inserting ‘‘required’’. 

14 (c) EFFECTIVE DATE.—The amendments made by 

15 this section apply with respect to any monetary sanction 

16 ordered or required to be paid before or after the date 

17 of enactment of this Act. 

18 SEC. 216. GAO REPORT ON USE OF CIVIL MONEY PENALTY 

19 AUTHORITY BY COMMISSION. 

20 (a) IN GENERAL.—Not later than 2 years after the 

21 date of the enactment of this Act, the Comptroller General 

22 of the United States shall submit to the Committee on 

23 Financial Services of the House of Representatives and 

24 the Committee on Banking, Housing, and Urban Affairs 

25 of the Senate a report on the use by the Commission of 


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1 the authority to impose or obtain civil money penalties for 

2 violations of the securities laws during the period begin3 ning on June 1, 2010, and ending on the date of the en4 actment of this Act. 

5 (b) MATTERS REQUIRED TO BE INCLUDED.—The 

6 matters covered by the report required by subsection (a) 

7 shall include the following: 

8 (1) The types of violations for which civil 

9 money penalties were imposed or obtained. 

10 (2) The types of persons on whom civil money 

11 penalties were imposed or from whom such penalties 

12 were obtained. 

13 (3) The number and dollar amount of civil 

14 money penalties imposed or obtained, disaggregated 

15 as follows: 

16 (A) Penalties imposed in administrative ac17 tions and penalties obtained in judicial actions. 

18 (B) Penalties imposed on or obtained from 

19 issuers (individual and aggregate filers) and 

20 penalties imposed on or obtained from other 

21 persons. 

22 (C) Penalties permitted to be retained for 

23 use by the Commission and penalties deposited 

24 in the general fund of the Treasury of the 

25 United States. 


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1 (4) For penalties imposed on or obtained from 

2 issuers: 

3 (A) Whether the violations involved re4 sulted in direct economic benefit to the issuers. 

5 (B) The impact of the penalties on the 

6 shareholders of the issuers. 

7 (c) DEFINITIONS.—In this section, the terms ‘‘Com8 mission’’, ‘‘issuer’’, and ‘‘securities laws’’ have the mean9 ings given such terms in section 3(a) of the Securities Ex10 change Act of 1934 (15 U.S.C. 78c(a)). 

11 Subtitle B—FIRREA Penalties 

12 Modernization 

13 SEC. 221. INCREASE OF CIVIL AND CRIMINAL PENALTIES 

14 ORIGINALLY ESTABLISHED IN THE FINAN15 CIAL INSTITUTIONS REFORM, RECOVERY, 

16 AND ENFORCEMENT ACT OF 1989. 

17 (a) AMENDMENTS TO FIRREA.—Section 951(b) of 

18 the Financial Institutions Reform, Recovery, and Enforce19 ment Act of 1989 (12 U.S.C. 1833a(b)) is amended— 

20 (1) in paragraph (1), by striking ‘‘$1,000,000’’ 

21 and inserting ‘‘$1,500,000’’; and 

22 (2) in paragraph (2), by striking ‘‘$1,000,000 

23 per day or $5,000,000’’ and inserting ‘‘$1,500,000 

24 per day or $7,500,000’’. 


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1 (b) AMENDMENTS TO THE HOME OWNERS’ LOAN

2 ACT.—The Home Owners’ Loan Act (12 U.S.C. 1461 et 

3 seq.) is amended— 

4 (1) in section 5(v)(6), by striking ‘‘$1,000,000’’ 

5 and inserting ‘‘$1,500,000’’; and 

6 (2) in section 10— 

7 (A) in subsection (r)(3), by striking 

8 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 

9 (B) in subsection (i)(1)(B), by striking 

10 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’. 

11 (c) AMENDMENTS TO THE FEDERAL DEPOSIT IN12 SURANCE ACT.—The Federal Deposit Insurance Act (12 

13 U.S.C. 1811 et seq.) is amended— 

14 (1) in section 7— 

15 (A) in subsection (a)(1), by striking 

16 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 

17 (B) in subsection (j)(16)(D), by striking 

18 ‘‘$1,000,000’’ each place such term appears 

19 and inserting ‘‘$1,500,000’’; 

20 (2) in section 8— 

21 (A) in subsection (i)(2)(D), by striking 

22 ‘‘$1,000,000’’ each place such term appears 

23 and inserting ‘‘$1,500,000’’; and 

24 (B) in subsection (j), by striking 

25 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 


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1 (3) in section 19(b), by striking ‘‘$1,000,000’’ 

2 and inserting ‘‘$1,500,000’’. 

3 (d) AMENDMENTS TO THE FEDERAL CREDIT UNION

4 ACT.—The Federal Credit Union Act (12 U.S.C. 1751 et 

5 seq.) is amended— 

6 (1) in section 202(a)(3), by striking 

7 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; 

8 (2) in section 205(d)(3), by striking 

9 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 

10 (3) in section 206— 

11 (A) in subsection (k)(2)(D), by striking 

12 ‘‘$1,000,000’’ each place such term appears 

13 and inserting ‘‘$1,500,000’’; and 

14 (B) in subsection (l), by striking 

15 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’. 

16 (e) AMENDMENTS TO THE REVISED STATUTES OF

17 THE UNITED STATES.—Title LXII of the Revised Stat18 utes of the United States is amended— 

19 (1) in section 5213(c), by striking 

20 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 

21 (2) in section 5239(b)(4), by striking 

22 ‘‘$1,000,000’’ each place such term appears and in23 serting ‘‘$1,500,000’’. 


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1 (f) AMENDMENTS TO THE FEDERAL RESERVE

2 ACT.—The Federal Reserve Act (12 U.S.C. 221 et seq.) 

3 is amended— 

4 (1) in the 6th undesignated paragraph of sec5 tion 9, by striking ‘‘$1,000,000’’ and inserting 

6 ‘‘$1,500,000’’; 

7 (2) in section 19(l)(4), by striking 

8 ‘‘$1,000,000’’ each place such term appears and in9 serting ‘‘$1,500,000’’; and 

10 (3) in section 29(d), by striking ‘‘$1,000,000’’ 

11 each place such term appears and inserting 

12 ‘‘$1,500,000’’. 

13 (g) AMENDMENTS TO THE BANK HOLDING COMPANY

14 ACT AMENDMENTS OF 1970.—Section 106(b)(2)(F)(iv) of 

15 the Bank Holding Company Act Amendments of 1970 (12 

16 U.S.C. 1978(b)(2)(F)(iv)) is amended by striking 

17 ‘‘$1,000,000’’ each place such term appears and inserting 

18 ‘‘$1,500,000’’. 

19 (h) AMENDMENTS TO THE BANK HOLDING COMPANY

20 ACT OF 1956.—Section 8 of the Bank Holding Company 

21 Act of 1956 (12 U.S.C. 1847) is amended— 

22 (1) in subsection (a)(2), by striking 

23 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 

24 (2) in subsection (d)(3), by striking 

25 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’. 


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1 (i) AMENDMENTS TO TITLE 18, UNITED STATES

2 CODE.—Title 18, United States Code, is amended— 

3 (1) in section 215(a) of chapter 11, by striking 

4 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; 

5 (2) in chapter 31— 

6 (A) in section 656, by striking 

7 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 

8 (B) in section 657, by striking 

9 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; 

10 (3) in chapter 47— 

11 (A) in section 1005, by striking 

12 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; 

13 (B) in section 1006, by striking 

14 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; 

15 (C) in section 1007, by striking 

16 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 

17 (D) in section 1014, by striking 

18 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 

19 (4) in chapter 63— 

20 (A) in section 1341, by striking 

21 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; 

22 (B) in section 1343, by striking 

23 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 

24 (C) in section 1344, by striking 

25 ‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’. 


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1 TITLE III—DEMANDING AC2 COUNTABILITY FROM FINAN3 CIAL REGULATORS AND DE4 VOLVING POWER AWAY FROM 

5 WASHINGTON 

6 Subtitle A—Cost-Benefit Analyses 

7 SEC. 311. DEFINITIONS. 

8 As used in this subtitle— 

9 (1) the term ‘‘agency’’ means the Board of Gov10 ernors of the Federal Reserve System, the Consumer 

11 Law Enforcement Agency, the Commodity Futures 

12 Trading Commission, the Federal Deposit Insurance 

13 Corporation, the Federal Housing Finance Agency, 

14 the Office of the Comptroller of the Currency, the 

15 National Credit Union Administration, and the Se16 curities and Exchange Commission; 

17 (2) the term ‘‘chief economist’’ means— 

18 (A) with respect to the Board of Governors 

19 of the Federal Reserve System, the Director of 

20 the Division of Research and Statistics, or an 

21 employee of the agency with comparable author22 ity; 

23 (B) with respect to the Consumer Law En24 forcement Agency, the Head of the Office of 


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1 Economic Analysis, or an employee of the agen2 cy with comparable authority; 

3 (C) with respect to the Commodity Fu4 tures Trading Commission, the Chief Econo5 mist, or an employee of the agency with com6 parable authority; 

7 (D) with respect to the Federal Deposit 

8 Insurance Corporation, the Director of the Divi9 sion of Insurance and Research, or an employee 

10 of the agency with comparable authority; 

11 (E) with respect to the Federal Housing 

12 Finance Agency, the Chief Economist, or an 

13 employee of the agency with comparable author14 ity; 

15 (F) with respect to the Office of the Comp16 troller of the Currency, the Director for Policy 

17 Analysis, or an employee of the agency with 

18 comparable authority; 

19 (G) with respect to the National Credit 

20 Union Administration, the Chief Economist, or 

21 an employee of the agency with comparable au22 thority; and 

23 (H) with respect to the Securities and Ex24 change Commission, the Director of the DiviVerDate Sep 11 2014 22:41 Jun 13, 2017 Jkt 069200 PO 00000 Frm 00106 Fmt 6652 Sfmt 6201 E:\BILLS\H10.RFS H10

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1 sion of Economic and Risk Analysis, or an em2 ployee of the agency with comparable authority; 

3 (3) the term ‘‘Council’’ means the Chief Econo4 mists Council established under section 318; and 

5 (4) the term ‘‘regulation’’— 

6 (A) means an agency statement of general 

7 applicability and future effect that is designed 

8 to implement, interpret, or prescribe law or pol9 icy or to describe the procedure or practice re10 quirements of an agency, including rules, orders 

11 of general applicability, interpretive releases, 

12 and other statements of general applicability 

13 that the agency intends to have the force and 

14 effect of law; and 

15 (B) does not include— 

16 (i) a regulation issued in accordance 

17 with the formal rulemaking provisions of 

18 section 556 or 557 of title 5, United States 

19 Code; 

20 (ii) a regulation that is limited to 

21 agency organization, management, or per22 sonnel matters; 

23 (iii) a regulation promulgated pursu24 ant to statutory authority that expressly 

25 prohibits compliance with this provision; 


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1 (iv) a regulation that is certified by 

2 the agency to be an emergency action, if 

3 such certification is published in the Fed4 eral Register; 

5 (v) a regulation that is promulgated 

6 by the Board of Governors of the Federal 

7 Reserve System or the Federal Open Mar8 ket Committee under section 10A, 10B, 

9 13, 13A, or 19 of the Federal Reserve Act, 

10 or any of subsections (a) through (f) of 

11 section 14 of that Act; 

12 (vi) a regulation filed with the Securi13 ties and Exchange Commission by the 

14 Public Company Accounting Oversight 

15 Board, the Municipal Securities Rule16 making Board, or any national securities 

17 association registered under section 15A of 

18 the Securities Exchange Act of 1934 (15 

19 U.S.C. 78o–3(a)) for which the board or 

20 association has itself conducted the cost21 benefit analysis and otherwise complied 

22 with the requirements of section 312; or 

23 (vii) a regulation filed with the Securi24 ties and Exchange Commission by a na25 tional securities association registered 


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1 under section 15A(k) of the Securities Ex2 change Act of 1934 (15 U.S.C. 78o–3(k)). 

3 SEC. 312. REQUIRED REGULATORY ANALYSIS. 

4 (a) REQUIREMENTS FOR NOTICES OF PROPOSED

5 RULEMAKING.—An agency may not issue a notice of pro6 posed rulemaking unless the agency includes in the notice 

7 of proposed rulemaking an analysis that contains, at a 

8 minimum, with respect to each regulation that is being 

9 proposed— 

10 (1) an identification of the need for the regula11 tion and the regulatory objective, including identi12 fication of the nature and significance of the market 

13 failure, regulatory failure, or other problem that ne14 cessitates the regulation; 

15 (2) an explanation of why the private market or 

16 State, local, or tribal authorities cannot adequately 

17 address the identified market failure or other prob18 lem; 

19 (3) an analysis of the adverse impacts to regu20 lated entities, other market participants, economic 

21 activity, or agency effectiveness that are engendered 

22 by the regulation and the magnitude of such adverse 

23 impacts; 

24 (4) a quantitative and qualitative assessment of 

25 all anticipated direct and indirect costs and benefits 


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1 of the regulation (as compared to a benchmark that 

2 assumes the absence of the regulation), including— 

3 (A) compliance costs; 

4 (B) effects on economic activity, net job 

5 creation (excluding jobs related to ensuring 

6 compliance with the regulation), efficiency, com7 petition, and capital formation; 

8 (C) regulatory administrative costs; and 

9 (D) costs imposed by the regulation on 

10 State, local, or tribal governments or other reg11 ulatory authorities; 

12 (5) if quantified benefits do not outweigh quan13 titative costs, a justification for the regulation; 

14 (6) an identification and assessment of all avail15 able alternatives to the regulation, including modi16 fication of an existing regulation or statute, together 

17 with— 

18 (A) an explanation of why the regulation 

19 meets the objectives of the regulation more ef20 fectively than the alternatives, and if the agency 

21 is proposing multiple alternatives, an expla22 nation of why a notice of proposed rulemaking, 

23 rather than an advanced notice of proposed 

24 rulemaking, is appropriate; and 


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1 (B) if the regulation is not a pilot pro2 gram, an explanation of why a pilot program is 

3 not appropriate; 

4 (7) if the regulation specifies the behavior or 

5 manner of compliance, an explanation of why the 

6 agency did not instead specify performance objec7 tives; 

8 (8) an assessment of how the burden imposed 

9 by the regulation will be distributed among market 

10 participants, including whether consumers, investors, 

11 small businesses, or independent financial firms and 

12 advisors will be disproportionately burdened; 

13 (9) an assessment of the extent to which the 

14 regulation is inconsistent, incompatible, or duplica15 tive with the existing regulations of the agency or 

16 those of other domestic and international regulatory 

17 authorities with overlapping jurisdiction; 

18 (10) a description of any studies, surveys, or 

19 other data relied upon in preparing the analysis; 

20 (11) an assessment of the degree to which the 

21 key assumptions underlying the analysis are subject 

22 to uncertainty; and 

23 (12) an explanation of predicted changes in 

24 market structure and infrastructure and in behavior 

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1 vestors, assuming that they will pursue their eco2 nomic interests. 

3 (b) REQUIREMENTS FOR NOTICES OF FINAL RULE4 MAKING.— 

5 (1) IN GENERAL.—Notwithstanding any other 

6 provision of law, an agency may not issue a notice 

7 of final rulemaking with respect to a regulation un8 less the agency— 

9 (A) has issued a notice of proposed rule10 making for the relevant regulation; 

11 (B) has conducted and includes in the no12 tice of final rulemaking an analysis that con13 tains, at a minimum, the elements required 

14 under subsection (a); and 

15 (C) includes in the notice of final rule16 making regulatory impact metrics selected by 

17 the chief economist to be used in preparing the 

18 report required pursuant to section 315. 

19 (2) CONSIDERATION OF COMMENTS.—The 

20 agency shall incorporate in the elements described in 

21 paragraph (1)(B) the data and analyses provided to 

22 the agency by commenters during the comment pe23 riod, or explain why the data or analyses are not 

24 being incorporated. 


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1 (3) COMMENT PERIOD.—An agency shall not 

2 publish a notice of final rulemaking with respect to 

3 a regulation, unless the agency— 

4 (A) has allowed at least 90 days from the 

5 date of publication in the Federal Register of 

6 the notice of proposed rulemaking for the sub7 mission of public comments; or 

8 (B) includes in the notice of final rule9 making an explanation of why the agency was 

10 not able to provide a 90-day comment period. 

11 (4) PROHIBITED RULES.— 

12 (A) IN GENERAL.—An agency may not 

13 publish a notice of final rulemaking if the agen14 cy, in its analysis under paragraph (1)(B), de15 termines that the quantified costs are greater 

16 than the quantified benefits under subsection 

17 (a)(5). 

18 (B) PUBLICATION OF ANALYSIS.—If the 

19 agency is precluded by subparagraph (A) from 

20 publishing a notice of final rulemaking, the 

21 agency shall publish in the Federal Register 

22 and on the public website of the agency its 

23 analysis under paragraph (1)(B), and provide 

24 the analysis to each House of Congress. 


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1 (C) CONGRESSIONAL WAIVER.—If the 

2 agency is precluded by subparagraph (A) from 

3 publishing a notice of final rulemaking, Con4 gress, by joint resolution pursuant to the proce5 dures set forth for joint resolutions in section 

6 802 of title 5, United States Code, may direct 

7 the agency to publish a notice of final rule8 making notwithstanding the prohibition con9 tained in subparagraph (A). In applying section 

10 802 of title 5, United States Code, for purposes 

11 of this paragraph, section 802(e)(2) shall not 

12 apply and the terms— 

13 (i) ‘‘joint resolution’’ or ‘‘joint resolu14 tion described in subsection (a)’’ means 

15 only a joint resolution introduced during 

16 the period beginning on the submission or 

17 publication date and ending 60 days there18 after (excluding days either House of Con19 gress is adjourned for more than 3 days 

20 during a session of Congress), the matter 

21 after the resolving clause of which is as fol22 lows: ‘‘That Congress directs, notwith23 standing the prohibition contained in sec24 tion 312(b)(4)(A) of the Financial 

25 CHOICE Act of 2017, the ll to publish 


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1 the notice of final rulemaking for the regu2 lation or regulations that were the subject 

3 of the analysis submitted by the ll to 

4 Congress on ll.’’ (The blank spaces 

5 being appropriately filled in.); and 

6 (ii) ‘‘submission or publication date’’ 

7 means— 

8 (I) the date on which the analysis 

9 under paragraph (1)(B) is submitted 

10 to Congress under paragraph (4)(B); 

11 or 

12 (II) if the analysis is submitted 

13 to Congress less than 60 session days 

14 or 60 legislative days before the date 

15 on which the Congress adjourns a ses16 sion of Congress, the date on which 

17 the same or succeeding Congress first 

18 convenes its next session. 

19 SEC. 313. RULE OF CONSTRUCTION. 

20 Provided that an agency has first issued an advanced 

21 notice of proposed rulemaking in connection with a regula22 tion, the agency is not required to comply with section 

23 3506(c)(2) of title 44, United States Code, with respect 

24 to any information collection request— 


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1 (1) that identifies the advanced notice of pro2 posed rulemaking in such request; 

3 (2) that informs the person from whom the in4 formation is obtained or solicited that the provision 

5 of such information is voluntary; 

6 (3) that is necessary to comply with section 

7 312; and 

8 (4) with respect to which the information col9 lected will not be used for purposes other than com10 pliance with this title. 

11 SEC. 314. PUBLIC AVAILABILITY OF DATA AND REGU12 LATORY ANALYSIS. 

13 (a) IN GENERAL.—At or before the commencement 

14 of the public comment period with respect to a regulation, 

15 the agency shall make available on its public website suffi16 cient information about the data, methodologies, and as17 sumptions underlying the analyses performed pursuant to 

18 section 312 so that the analytical results of the agency 

19 are capable of being substantially reproduced, subject to 

20 an acceptable degree of imprecision or error. 

21 (b) CONFIDENTIALITY.—The agency shall comply 

22 with subsection (a) in a manner that preserves the non23 public nature of confidential information, including con24 fidential trade secrets, confidential commercial or financial 


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1 information, and confidential information about positions, 

2 transactions, or business practices. 

3 SEC. 315. FIVE-YEAR REGULATORY IMPACT ANALYSIS. 

4 (a) IN GENERAL.—Not later than 5 years after the 

5 date of publication in the Federal Register of a notice of 

6 final rulemaking, the chief economist of the agency shall 

7 issue a report that examines the economic impact of the 

8 subject regulation, including the direct and indirect costs 

9 and benefits of the regulation. 

10 (b) REGULATORY IMPACT METRICS.—In preparing 

11 the report required by subsection (a), the chief economist 

12 shall employ the regulatory impact metrics included in the 

13 notice of final rulemaking pursuant to section 

14 312(b)(1)(C). 

15 (c) REPRODUCIBILITY.—The report shall include the 

16 data, methodologies, and assumptions underlying the eval17 uation so that the agency’s analytical results are capable 

18 of being substantially reproduced, subject to an acceptable 

19 degree of imprecision or error. 

20 (d) CONFIDENTIALITY.—The agency shall comply 

21 with subsection (c) in a manner that preserves the non22 public nature of confidential information, including con23 fidential trade secrets, confidential commercial or financial 

24 information, and confidential information about positions, 

25 transactions, or business practices. 


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1 (e) REPORT.—The agency shall submit the report re2 quired by subsection (a) to the Committee on Banking, 

3 Housing, and Urban Affairs of the Senate and the Com4 mittee on Financial Services of the House of Representa5 tives and post it on the public website of the agency. Not6 withstanding the previous sentence, the Commodity Fu7 tures Trading Commission shall only submit its report to 

8 the Committee on Agriculture, Nutrition, and Forestry of 

9 the Senate and the Committee on Agriculture of the 

10 House of Representatives. 

11 SEC. 316. RETROSPECTIVE REVIEW OF EXISTING RULES. 

12 (a) REGULATORY IMPROVEMENT PLAN.—Not later 

13 than 1 year after the date of enactment of this Act and 

14 every 5 years thereafter, each agency shall develop, submit 

15 to the Committee on Banking, Housing, and Urban Af16 fairs of the Senate and the Committee on Financial Serv17 ices of the House of Representatives, and post on the pub18 lic website of the agency a plan, consistent with law and 

19 its resources and regulatory priorities, under which the 

20 agency will modify, streamline, expand, or repeal existing 

21 regulations so as to make the regulatory program of the 

22 agency more effective or less burdensome in achieving the 

23 regulatory objectives. Notwithstanding the previous sen24 tence, the Commodity Futures Trading Commission shall 

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1 trition, and Forestry of the Senate and the Committee on 

2 Agriculture of the House of Representatives. 

3 (b) IMPLEMENTATION PROGRESS REPORT.—Two 

4 years after the date of submission of each plan required 

5 under subsection (a), each agency shall develop, submit 

6 to the Committee on Banking, Housing, and Urban Af7 fairs of the Senate and the Committee on Financial Serv8 ices of the House of Representatives, and post on the pub9 lic website of the agency a report of the steps that it has 

10 taken to implement the plan, steps that remain to be taken 

11 to implement the plan, and, if any parts of the plan will 

12 not be implemented, reasons for not implementing those 

13 parts of the plan. Notwithstanding the previous sentence, 

14 the Commodity Futures Trading Commission shall only 

15 submit its plan to the Committee on Agriculture, Nutri16 tion, and Forestry of the Senate and the Committee on 

17 Agriculture of the House of Representatives. 

18 SEC. 317. JUDICIAL REVIEW. 

19 (a) IN GENERAL.—Notwithstanding any other provi20 sion of law, during the period beginning on the date on 

21 which a notice of final rulemaking for a regulation is pub22 lished in the Federal Register and ending 1 year later, 

23 a person that is adversely affected or aggrieved by the reg24 ulation is entitled to bring an action in the United States 

25 Court of Appeals for the District of Columbia Circuit for 


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1 judicial review of agency compliance with the requirements 

2 of section 312. 

3 (b) STAY.—The court may stay the effective date of 

4 the regulation or any provision thereof. 

5 (c) RELIEF.—If the court finds that an agency has 

6 not complied with the requirements of section 312, the 

7 court shall vacate the subject regulation, unless the agency 

8 shows by clear and convincing evidence that vacating the 

9 regulation would result in irreparable harm. Nothing in 

10 this section affects other limitations on judicial review or 

11 the power or duty of the court to dismiss any action or 

12 deny relief on any other appropriate legal or equitable 

13 ground. 

14 SEC. 318. CHIEF ECONOMISTS COUNCIL. 

15 (a) ESTABLISHMENT.—There is established the Chief 

16 Economists Council. 

17 (b) MEMBERSHIP.—The Council shall consist of the 

18 chief economist of each agency. The members of the Coun19 cil shall select the first chairperson of the Council. There20 after the position of Chairperson shall rotate annually 

21 among the members of the Council. 

22 (c) MEETINGS.—The Council shall meet at the call 

23 of the Chairperson, but not less frequently than quarterly. 

24 (d) REPORT.—One year after the effective date of 

25 this Act and annually thereafter, the Council shall prepare 


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1 and submit to the Committee on Banking, Housing, and 

2 Urban Affairs and the Committee on Agriculture, Nutri3 tion, and Forestry of the Senate and the Committee on 

4 Financial Services and the Committee on Agriculture of 

5 the House of Representatives, and make publicly available 

6 on the Council’s website, a report on— 

7 (1) the benefits and costs of regulations adopt8 ed by the agencies during the past 12 months; 

9 (2) the regulatory actions planned by the agen10 cies for the upcoming 12 months; 

11 (3) the cumulative effect of the existing regula12 tions of the agencies on economic activity, innova13 tion, international competitiveness of entities regu14 lated by the agencies, and net job creation (exclud15 ing jobs related to ensuring compliance with the reg16 ulation); 

17 (4) the training and qualifications of the per18 sons who prepared the cost-benefit analyses of each 

19 agency during the past 12 months; 

20 (5) the sufficiency of the resources available to 

21 the chief economists during the past 12 months for 

22 the conduct of the activities required by this subtitle; 

23 and 


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1 (6) recommendations for legislative or regu2 latory action to enhance the efficiency and effective3 ness of financial regulation in the United States. 

4 SEC. 319. CONFORMING AMENDMENTS. 

5 Section 15(a) of the Commodity Exchange Act (7 

6 U.S.C. 19(a)) is amended— 

7 (1) by striking paragraph (1); 

8 (2) in paragraph (2), by striking ‘‘(2)’’ and all 

9 that follows through ‘‘light of—’’ and inserting the 

10 following: 

11 ‘‘(1) CONSIDERATIONS.—Before promulgating a 

12 regulation under this chapter or issuing an order 

13 (except as provided in paragraph (2)), the Commis14 sion shall take into consideration—’’; 

15 (3) in paragraph (1), as so redesignated— 

16 (A) in subparagraph (B), by striking ‘‘fu17 tures’’ and inserting ‘‘the relevant’’; 

18 (B) in subparagraph (C), by adding ‘‘and’’ 

19 at the end; 

20 (C) in subparagraph (D), by striking ‘‘; 

21 and’’ and inserting a period; and 

22 (D) by striking subparagraph (E); and 

23 (4) by redesignating paragraph (3) as para24 graph (2). 


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1 SEC. 320. OTHER REGULATORY ENTITIES. 

2 Not later than 1 year after the date of enactment 

3 of this Act, the Securities and Exchange Commission shall 

4 provide to the Committee on Banking, Housing, and 

5 Urban Affairs of the Senate and the Committee on Finan6 cial Services of the House of Representatives, and make 

7 publicly available on the Commission’s website a report 

8 setting forth a plan for subjecting the Public Company 

9 Accounting Oversight Board, the Municipal Securities 

10 Rulemaking Board, and any national securities association 

11 registered under section 15A of the Securities Exchange 

12 Act of 1934 (15 U.S.C. 78o–4(a)), other than subsection 

13 (k) of such section 15A, to the requirements of this sub14 title, other than direct representation on the Council. 

15 SEC. 321. AVOIDANCE OF DUPLICATIVE OR UNNECESSARY 

16 ANALYSES. 

17 An agency may perform the analyses required by this 

18 subtitle in conjunction with, or as a part of, any other 

19 agenda or analysis required by any other provision of law, 

20 if such other analysis satisfies the provisions of this sub21 title. 


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1 Subtitle B—Congressional Review 

2 of Federal Financial Agency 

3 Rulemaking 

4 SEC. 331. CONGRESSIONAL REVIEW. 

5 (a)(1)(A) Before a rule may take effect, an agency 

6 shall publish in the Federal Register a list of information 

7 on which the rule is based, including data, scientific and 

8 economic studies, and cost-benefit analyses, and identify 

9 how the public can access such information online, and 

10 shall submit to each House of the Congress and to the 

11 Comptroller General a report containing— 

12 (i) a copy of the rule; 

13 (ii) a concise general statement relating to the 

14 rule; 

15 (iii) a classification of the rule as a major or 

16 nonmajor rule, including an explanation of the clas17 sification specifically addressing each criteria for a 

18 major rule contained within subparagraphs (A) 

19 through (C) of section 334(2); 

20 (iv) a list of any other related regulatory ac21 tions intended to implement the same statutory pro22 vision or regulatory objective as well as the indi23 vidual and aggregate economic effects of those ac24 tions; and 

25 (v) the proposed effective date of the rule. 


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1 (B) On the date of the submission of the report under 

2 subparagraph (A), the agency shall submit to the Comp3 troller General and make available to each House of Con4 gress— 

5 (i) a complete copy of the cost-benefit analysis 

6 of the rule, if any, including an analysis of any jobs 

7 added or lost, differentiating between public and pri8 vate sector jobs; 

9 (ii) the agency’s actions pursuant to sections 

10 603, 604, 605, 607, and 609 of title 5, United 

11 States Code; 

12 (iii) the agency’s actions pursuant to sections 

13 202, 203, 204, and 205 of the Unfunded Mandates 

14 Reform Act of 1995 and subtitle G; and 

15 (iv) any other relevant information or require16 ments under any other Act and any relevant Execu17 tive orders. 

18 (C) Upon receipt of a report submitted under sub19 paragraph (A), each House shall provide copies of the re20 port to the chairman and ranking member of each stand21 ing committee with jurisdiction under the rules of the 

22 House of Representatives or the Senate to report a bill 

23 to amend the provision of law under which the rule is 

24 issued. 


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1 (2)(A) The Comptroller General shall provide a re2 port on each major rule to the committees of jurisdiction 

3 by the end of 15 calendar days after the submission or 

4 publication date. The report of the Comptroller General 

5 shall include an assessment of the agency’s compliance 

6 with procedural steps required by paragraph (1)(B) and 

7 an assessment of whether the major rule imposes any new 

8 limits or mandates on private-sector activity. 

9 (B) Agencies shall cooperate with the Comptroller 

10 General by providing information relevant to the Comp11 troller General’s report under subparagraph (A). 

12 (3) A major rule relating to a report submitted under 

13 paragraph (1) shall take effect upon enactment of a joint 

14 resolution of approval described in section 332 or as pro15 vided for in the rule following enactment of a joint resolu16 tion of approval described in section 332, whichever is 

17 later. 

18 (4) A nonmajor rule shall take effect as provided by 

19 section 333 after submission to Congress under paragraph 

20 (1). 

21 (5) If a joint resolution of approval relating to a 

22 major rule is not enacted within the period provided in 

23 subsection (b)(2), then a joint resolution of approval relat24 ing to the same rule may not be considered under this 


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1 subtitle in the same Congress by either the House of Rep2 resentatives or the Senate. 

3 (b)(1) A major rule shall not take effect unless the 

4 Congress enacts a joint resolution of approval described 

5 under section 332. 

6 (2) If a joint resolution described in subsection (a) 

7 is not enacted into law by the end of 70 session days or 

8 legislative days, as applicable, beginning on the date on 

9 which the report referred to in subsection (a)(1)(A) is re10 ceived by Congress (excluding days either House of Con11 gress is adjourned for more than 3 days during a session 

12 of Congress), then the rule described in that resolution 

13 shall be deemed not to be approved and such rule shall 

14 not take effect. 

15 (c)(1) Notwithstanding any other provision of this 

16 section (except subject to paragraph (3)), a major rule 

17 may take effect for one 90-calendar-day period if the 

18 President makes a determination under paragraph (2) and 

19 submits written notice of such determination to the Con20 gress. 

21 (2) Paragraph (1) applies to a determination made 

22 by the President by Executive order that the major rule 

23 should take effect because such rule is— 

24 (A) necessary because of an imminent threat to 

25 health or safety or other emergency; 


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1 (B) necessary for the enforcement of criminal 

2 laws; 

3 (C) necessary for national security; or 

4 (D) issued pursuant to any statute imple5 menting an international trade agreement. 

6 (3) An exercise by the President of the authority 

7 under this subsection shall have no effect on the proce8 dures under section 332. 

9 (d)(1) In addition to the opportunity for review other10 wise provided under this subtitle, in the case of any rule 

11 for which a report was submitted in accordance with sub12 section (a)(1)(A) during the period beginning on the date 

13 occurring— 

14 (A) in the case of the Senate, 60 session days; 

15 or 

16 (B) in the case of the House of Representatives, 

17 60 legislative days, 

18 before the date the Congress is scheduled to adjourn a 

19 session of Congress through the date on which the same 

20 or succeeding Congress first convenes its next session, sec21 tions 332 and 333 shall apply to such rule in the suc22 ceeding session of Congress. 

23 (2)(A) In applying sections 332 and 333 for purposes 

24 of such additional review, a rule described under para25 graph (1) shall be treated as though— 


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1 (i) such rule were published in the Federal Reg2 ister on— 

3 (I) in the case of the Senate, the 15th ses4 sion day; or 

5 (II) in the case of the House of Represent6 atives, the 15th legislative day, 

7 after the succeeding session of Congress first con8 venes; and 

9 (ii) a report on such rule were submitted to 

10 Congress under subsection (a)(1) on such date. 

11 (B) Nothing in this paragraph shall be construed to 

12 affect the requirement under subsection (a)(1) that a re13 port shall be submitted to Congress before a rule can take 

14 effect. 

15 (3) A rule described under paragraph (1) shall take 

16 effect as otherwise provided by law (including other sub17 sections of this section). 

18 SEC. 332. CONGRESSIONAL APPROVAL PROCEDURE FOR 

19 MAJOR RULES. 

20 (a)(1) For purposes of this section, the term ‘‘joint 

21 resolution’’ means only a joint resolution addressing a re22 port classifying a rule as major pursuant to section 

23 331(a)(1)(A)(iii) that— 

24 (A) bears no preamble; 


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1 (B) bears the following title (with blanks filled 

2 as appropriate): ‘‘Approving the rule submitted by 

3 lll relating to lll.’’; 

4 (C) includes after its resolving clause only the 

5 following (with blanks filled as appropriate): ‘‘That 

6 Congress approves the rule submitted by lll re7 lating to lll.’’; and 

8 (D) is introduced pursuant to paragraph (2). 

9 (2) After a House of Congress receives a report 

10 classifying a rule as major pursuant to section 

11 331(a)(1)(A)(iii), the majority leader of that House (or 

12 his or her respective designee) shall introduce (by request, 

13 if appropriate) a joint resolution described in paragraph 

14 (1)— 

15 (A) in the case of the House of Representatives, 

16 within 3 legislative days; and 

17 (B) in the case of the Senate, within 3 session 

18 days. 

19 (3) A joint resolution described in paragraph (1) shall 

20 not be subject to amendment at any stage of proceeding. 

21 (b) A joint resolution described in subsection (a) shall 

22 be referred in each House of Congress to the committees 

23 having jurisdiction over the provision of law under which 

24 the rule is issued. 


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1 (c) In the Senate, if the committee or committees to 

2 which a joint resolution described in subsection (a) has 

3 been referred have not reported it at the end of 15 session 

4 days after its introduction, such committee or committees 

5 shall be automatically discharged from further consider6 ation of the resolution and it shall be placed on the cal7 endar. A vote on final passage of the resolution shall be 

8 taken on or before the close of the 15th session day after 

9 the resolution is reported by the committee or committees 

10 to which it was referred, or after such committee or com11 mittees have been discharged from further consideration 

12 of the resolution. 

13 (d)(1) In the Senate, when the committee or commit14 tees to which a joint resolution is referred have reported, 

15 or when a committee or committees are discharged (under 

16 subsection (c)) from further consideration of a joint reso17 lution described in subsection (a), it is at any time there18 after in order (even though a previous motion to the same 

19 effect has been disagreed to) for a motion to proceed to 

20 the consideration of the joint resolution, and all points of 

21 order against the joint resolution (and against consider22 ation of the joint resolution) are waived. The motion is 

23 not subject to amendment, or to a motion to postpone, 

24 or to a motion to proceed to the consideration of other 

25 business. A motion to reconsider the vote by which the 


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1 motion is agreed to or disagreed to shall not be in order. 

2 If a motion to proceed to the consideration of the joint 

3 resolution is agreed to, the joint resolution shall remain 

4 the unfinished business of the Senate until disposed of. 

5 (2) In the Senate, debate on the joint resolution, and 

6 on all debatable motions and appeals in connection there7 with, shall be limited to not more than 2 hours, which 

8 shall be divided equally between those favoring and those 

9 opposing the joint resolution. A motion to further limit 

10 debate is in order and not debatable. An amendment to, 

11 or a motion to postpone, or a motion to proceed to the 

12 consideration of other business, or a motion to recommit 

13 the joint resolution is not in order. 

14 (3) In the Senate, immediately following the conclu15 sion of the debate on a joint resolution described in sub16 section (a), and a single quorum call at the conclusion of 

17 the debate if requested in accordance with the rules of the 

18 Senate, the vote on final passage of the joint resolution 

19 shall occur. 

20 (4) Appeals from the decisions of the Chair relating 

21 to the application of the rules of the Senate to the proce22 dure relating to a joint resolution described in subsection 

23 (a) shall be decided without debate. 

24 (e) In the House of Representatives, if any committee 

25 to which a joint resolution described in subsection (a) has 


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1 been referred has not reported it to the House at the end 

2 of 15 legislative days after its introduction, such com3 mittee shall be discharged from further consideration of 

4 the joint resolution, and it shall be placed on the appro5 priate calendar. On the second and fourth Thursdays of 

6 each month it shall be in order at any time for the Speaker 

7 to recognize a Member who favors passage of a joint reso8 lution that has appeared on the calendar for at least 5 

9 legislative days to call up that joint resolution for imme10 diate consideration in the House without intervention of 

11 any point of order. When so called up a joint resolution 

12 shall be considered as read and shall be debatable for 1 

13 hour equally divided and controlled by the proponent and 

14 an opponent, and the previous question shall be considered 

15 as ordered to its passage without intervening motion. It 

16 shall not be in order to reconsider the vote on passage. 

17 If a vote on final passage of the joint resolution has not 

18 been taken by the third Thursday on which the Speaker 

19 may recognize a Member under this subsection, such vote 

20 shall be taken on that day. 

21 (f)(1) If, before passing a joint resolution described 

22 in subsection (a), one House receives from the other a 

23 joint resolution having the same text, then— 

24 (A) the joint resolution of the other House shall 

25 not be referred to a committee; and 


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1 (B) the procedure in the receiving House shall 

2 be the same as if no joint resolution had been re3 ceived from the other House until the vote on pas4 sage, when the joint resolution received from the 

5 other House shall supplant the joint resolution of 

6 the receiving House. 

7 (2) This subsection shall not apply to the House of 

8 Representatives if the joint resolution received from the 

9 Senate is a revenue measure. 

10 (g) If either House has not taken a vote on final pas11 sage of the joint resolution by the last day of the period 

12 described in section 331(b)(2), then such vote shall be 

13 taken on that day. 

14 (h) This section and section 333 are enacted by Con15 gress— 

16 (1) as an exercise of the rulemaking power of 

17 the Senate and House of Representatives, respec18 tively, and as such is deemed to be part of the rules 

19 of each House, respectively, but applicable only with 

20 respect to the procedure to be followed in that 

21 House in the case of a joint resolution described in 

22 subsection (a) and superseding other rules only 

23 where explicitly so; and 

24 (2) with full recognition of the Constitutional 

25 right of either House to change the rules (so far as 


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1 they relate to the procedure of that House) at any 

2 time, in the same manner and to the same extent as 

3 in the case of any other rule of that House. 

4 SEC. 333. CONGRESSIONAL DISAPPROVAL PROCEDURE FOR 

5 NONMAJOR RULES. 

6 (a) For purposes of this section, the term ‘‘joint reso7 lution’’ means only a joint resolution introduced in the pe8 riod beginning on the date on which the report referred 

9 to in section 331(a)(1)(A) is received by Congress and 

10 ending 60 days thereafter (excluding days either House 

11 of Congress is adjourned for more than 3 days during a 

12 session of Congress), the matter after the resolving clause 

13 of which is as follows: ‘‘That Congress disapproves the 

14 nonmajor rule submitted by the lll relating to 

15 lll, and such rule shall have no force or effect.’’ (The 

16 blank spaces being appropriately filled in). 

17 (b) A joint resolution described in subsection (a) shall 

18 be referred to the committees in each House of Congress 

19 with jurisdiction. 

20 (c) In the Senate, if the committee to which is re21 ferred a joint resolution described in subsection (a) has 

22 not reported such joint resolution (or an identical joint 

23 resolution) at the end of 15 session days after the date 

24 of introduction of the joint resolution, such committee may 

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1 olution upon a petition supported in writing by 30 Mem2 bers of the Senate, and such joint resolution shall be 

3 placed on the calendar. 

4 (d)(1) In the Senate, when the committee to which 

5 a joint resolution is referred has reported, or when a com6 mittee is discharged (under subsection (c)) from further 

7 consideration of a joint resolution described in subsection 

8 (a), it is at any time thereafter in order (even though a 

9 previous motion to the same effect has been disagreed to) 

10 for a motion to proceed to the consideration of the joint 

11 resolution, and all points of order against the joint resolu12 tion (and against consideration of the joint resolution) are 

13 waived. The motion is not subject to amendment, or to 

14 a motion to postpone, or to a motion to proceed to the 

15 consideration of other business. A motion to reconsider the 

16 vote by which the motion is agreed to or disagreed to shall 

17 not be in order. If a motion to proceed to the consideration 

18 of the joint resolution is agreed to, the joint resolution 

19 shall remain the unfinished business of the Senate until 

20 disposed of. 

21 (2) In the Senate, debate on the joint resolution, and 

22 on all debatable motions and appeals in connection there23 with, shall be limited to not more than 10 hours, which 

24 shall be divided equally between those favoring and those 

25 opposing the joint resolution. A motion to further limit 


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1 debate is in order and not debatable. An amendment to, 

2 or a motion to postpone, or a motion to proceed to the 

3 consideration of other business, or a motion to recommit 

4 the joint resolution is not in order. 

5 (3) In the Senate, immediately following the conclu6 sion of the debate on a joint resolution described in sub7 section (a), and a single quorum call at the conclusion of 

8 the debate if requested in accordance with the rules of the 

9 Senate, the vote on final passage of the joint resolution 

10 shall occur. 

11 (4) Appeals from the decisions of the Chair relating 

12 to the application of the rules of the Senate to the proce13 dure relating to a joint resolution described in subsection 

14 (a) shall be decided without debate. 

15 (e) In the Senate, the procedure specified in sub16 section (c) or (d) shall not apply to the consideration of 

17 a joint resolution respecting a nonmajor rule— 

18 (1) after the expiration of the 60 session days 

19 beginning with the applicable submission or publica20 tion date; or 

21 (2) if the report under section 331(a)(1)(A) was 

22 submitted during the period referred to in section 

23 331(d)(1), after the expiration of the 60 session 

24 days beginning on the 15th session day after the 

25 succeeding session of Congress first convenes. 


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1 (f) If, before the passage by one House of a joint res2 olution of that House described in subsection (a), that 

3 House receives from the other House a joint resolution 

4 described in subsection (a), then the following procedures 

5 shall apply: 

6 (1) The joint resolution of the other House 

7 shall not be referred to a committee. 

8 (2) With respect to a joint resolution described 

9 in subsection (a) of the House receiving the joint 

10 resolution— 

11 (A) the procedure in that House shall be 

12 the same as if no joint resolution had been re13 ceived from the other House; but 

14 (B) the vote on final passage shall be on 

15 the joint resolution of the other House. 

16 SEC. 334. DEFINITIONS. 

17 For purposes of this subtitle: 

18 (1) The term ‘‘agency’’ has the meaning given 

19 such term under section 311. 

20 (2) The term ‘‘major rule’’ means any rule, in21 cluding an interim final rule, that the Administrator 

22 of the Office of Information and Regulatory Affairs 

23 of the Office of Management and Budget finds has 

24 resulted in or is likely to result in— 


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1 (A) an annual cost on the economy of 

2 $100,000,000 or more, adjusted annually for 

3 inflation; 

4 (B) a major increase in costs or prices for 

5 consumers, individual industries, Federal, 

6 State, or local government agencies, or geo7 graphic regions; or 

8 (C) significant adverse effects on competi9 tion, employment, investment, productivity, in10 novation, or on the ability of United States11 based enterprises to compete with foreign-based 

12 enterprises in domestic and export markets. 

13 (3) The term ‘‘nonmajor rule’’ means any rule 

14 that is not a major rule. 

15 (4) The term ‘‘rule’’ has the meaning given 

16 such term in section 551 of title 5, United States 

17 Code, except that such term does not include— 

18 (A) any rule of particular applicability, in19 cluding a rule that approves or prescribes for 

20 the future rates, wages, prices, services, or al21 lowances therefore, corporate or financial struc22 tures, reorganizations, mergers, or acquisitions 

23 thereof, or accounting practices or disclosures 

24 bearing on any of the foregoing; 


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1 (B) any rule relating to agency manage2 ment or personnel; or 

3 (C) any rule of agency organization, proce4 dure, or practice that does not substantially af5 fect the rights or obligations of non-agency par6 ties. 

7 (5) The term ‘‘submission date or publication 

8 date’’, except as otherwise provided in this subtitle, 

9 means— 

10 (A) in the case of a major rule, the date 

11 on which the Congress receives the report sub12 mitted under section 331(a)(1)(A); and 

13 (B) in the case of a nonmajor rule, the 

14 later of— 

15 (i) the date on which the Congress re16 ceives the report submitted under section 

17 331(a)(1)(A); and 

18 (ii) the date on which the nonmajor 

19 rule is published in the Federal Register, if 

20 so published. 

21 SEC. 335. JUDICIAL REVIEW. 

22 (a) No determination, finding, action, or omission 

23 under this subtitle shall be subject to judicial review. 

24 (b) Notwithstanding subsection (a), a court may de25 termine whether a Federal financial agency has completed 


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1 the necessary requirements under this subtitle for a rule 

2 to take effect. 

3 (c) The enactment of a joint resolution of approval 

4 under section 332 shall not be interpreted to serve as a 

5 grant or modification of statutory authority by Congress 

6 for the promulgation of a rule, shall not extinguish or af7 fect any claim, whether substantive or procedural, against 

8 any alleged defect in a rule, and shall not form part of 

9 the record before the court in any judicial proceeding con10 cerning a rule except for purposes of determining whether 

11 or not the rule is in effect. 

12 SEC. 336. EFFECTIVE DATE OF CERTAIN RULES. 

13 Notwithstanding section 331— 

14 (1) any rule that establishes, modifies, opens, 

15 closes, or conducts a regulatory program for a com16 mercial, recreational, or subsistence activity related 

17 to hunting, fishing, or camping, or 

18 (2) any rule other than a major rule which the 

19 Federal financial agency for good cause finds (and 

20 incorporates the finding and a brief statement of 

21 reasons therefore in the rule issued) that notice and 

22 public procedure thereon are impracticable, unneces23 sary, or contrary to the public interest, 

24 shall take effect at such time as the Federal financial 

25 agency promulgating the rule determines. 


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1 SEC. 337. BUDGETARY EFFECTS OF RULES SUBJECT TO 

2 SECTION 332 OF THE FINANCIAL CHOICE ACT 

3 OF 2017. 

4 Section 257(b)(2) of the Balanced Budget and Emer5 gency Deficit Control Act of 1985 is amended by adding 

6 at the end the following new subparagraph: 

7 ‘‘(E) BUDGETARY EFFECTS OF RULES SUBJECT

8 TO SECTION 332 OF THE FINANCIAL CHOICE ACT OF

9 2017.—Any rules subject to the congressional ap10 proval procedure set forth in section 332 of the Fi11 nancial CHOICE Act of 2017 affecting budget au12 thority, outlays, or receipts shall be assumed to be 

13 effective unless it is not approved in accordance with 

14 such section.’’. 

15 SEC. 338. NONAPPLICABILITY TO MONETARY POLICY. 

16 Nothing in this subtitle shall apply to rules that con17 cern monetary policy proposed or implemented by the 

18 Board of Governors of the Federal Reserve System or the 

19 Federal Open Market Committee. 

20 Subtitle C—Judicial Review of 

21 Agency Actions 

22 SEC. 341. SCOPE OF JUDICIAL REVIEW OF AGENCY AC23 TIONS. 

24 (a) IN GENERAL.—Notwithstanding any other provi25 sion of law, in any judicial review of an agency action pur26 suant to chapter 7 of title 5, United States Code, to the 


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1 extent necessary to decision and when presented, the re2 viewing court shall determine the meaning or applicability 

3 of the terms of an agency action and decide de novo all 

4 relevant questions of law, including the interpretation of 

5 constitutional and statutory provisions, and rules made by 

6 an agency. If the reviewing court determines that a statu7 tory or regulatory provision relevant to its decision con8 tains a gap or ambiguity, the court shall not interpret that 

9 gap or ambiguity as an implicit delegation to the agency 

10 of legislative rule making authority and shall not rely on 

11 such gap or ambiguity as a justification either for inter12 preting agency authority expansively or for deferring to 

13 the agency’s interpretation on the question of law. Not14 withstanding any other provision of law, this section shall 

15 apply in any action for judicial review of agency action 

16 authorized under any provision of law. No law may exempt 

17 any such civil action from the application of this section 

18 except by specific reference to this section. 

19 (b) AGENCY DEFINED.—For purposes of this section, 

20 the term ‘‘agency’’ has the meaning given such term under 

21 section 311. 

22 (c) EFFECTIVE DATE.—Subsection (a) shall take ef23 fect after the end of the 2-year period beginning on the 

24 date of the enactment of this Act. 


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1 Subtitle D—Leadership of 

2 Financial Regulators 

3 SEC. 351. FEDERAL DEPOSIT INSURANCE CORPORATION. 

4 Section 2 of the Federal Deposit Insurance Act (12 

5 U.S.C. 1812) is amended— 

6 (1) in subsection (a)(1), by striking ‘‘5 mem7 bers’’ and all that follows through ‘‘3 of whom’’ and 

8 inserting the following: ‘‘5 members, who’’; 

9 (2) by amending subsection (d) to read as fol10 lows: 

11 ‘‘(d) VACANCY.—Any vacancy on the Board of Direc12 tors shall be filled in the manner in which the original 

13 appointment was made.’’; and 

14 (3) in subsection (f)— 

15 (A) by striking paragraph (2); and 

16 (B) by redesignating paragraph (3) as 

17 paragraph (2). 

18 SEC. 352. FEDERAL HOUSING FINANCE AGENCY. 

19 Section 1312(b)(2) of the Federal Housing Enter20 prises Financial Safety and Soundness Act of 1992 (12 

21 U.S.C. 4512) is amended by striking ‘‘for cause’’. 


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1 Subtitle E—Congressional 

2 Oversight of Appropriations 

3 SEC. 361. BRINGING THE FEDERAL DEPOSIT INSURANCE 

4 CORPORATION INTO THE APPROPRIATIONS 

5 PROCESS. 

6 (a) IN GENERAL.—Section 10(a) of the Federal De7 posit Insurance Act (12 U.S.C. 1820(a)) is amended— 

8 (1) by striking ‘‘(a) The’’ and inserting the fol9 lowing: 

10 ‘‘(a) POWERS.— 

11 ‘‘(1) IN GENERAL.—The’’; 

12 (2) by inserting ‘‘, subject to paragraph (2),’’ 

13 after ‘‘The Board of Directors of the Corporation’’; 

14 and 

15 (3) by adding at the end the following new 

16 paragraph: 

17 ‘‘(2) APPROPRIATIONS REQUIREMENT.—Except 

18 as provided under paragraph (3), the Corporation 

19 may, only to the extent as provided in advance by 

20 appropriations Acts, cover the costs incurred in car21 rying out the provisions of this Act, including with 

22 respect to the administrative costs of the Corpora23 tion and the costs of the examination and super24 vision of insured depository institutions. 


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1 ‘‘(3) EXCEPTION FOR CERTAIN PROGRAMS.— 

2 Paragraph (2) shall not apply to the Corporation’s 

3 Insurance Business Line Programs and Receivership 

4 Management Business Line Programs, as in exist5 ence on the date of enactment of this paragraph, 

6 and the proportion of the administrative costs of the 

7 Corporation related to such programs.’’. 

8 (b) EXAMINATION FEES.—Section 10(e)(1) of the 

9 Federal Deposit Insurance Act (12 U.S.C. 1820(e)(1)) is 

10 amended by striking ‘‘to meet the expenses of the Cor11 poration in carrying out such examinations’’ and inserting 

12 ‘‘and may be expended by the Board only to the extent 

13 as provided in advance by appropriations Acts to cover the 

14 costs incurred in carrying out such examinations’’. 

15 (c) OFFSET OF ADDITIONAL FEES.—The Federal 

16 Deposit Insurance Corporation shall reduce the amount 

17 of insurance premiums charged by the Corporation under 

18 the Federal Deposit Insurance Act in an amount equal 

19 to any additional fees charged by the Corporation by rea20 son of the amendments made by this section. 

21 (d) EFFECTIVE DATE.—The amendments made by 

22 this section shall apply with respect to expenses paid and 

23 fees collected on or after October 1, 2017. 


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1 SEC. 362. BRINGING THE FEDERAL HOUSING FINANCE 

2 AGENCY INTO THE APPROPRIATIONS PROC3 ESS. 

4 (a) IN GENERAL.—Section 1316 of the Housing and 

5 Community Development Act of 1992 (12 U.S.C. 4516) 

6 is amended— 

7 (1) by amending subsection (a) to read as fol8 lows: 

9 ‘‘(a) APPROPRIATIONS REQUIREMENT.— 

10 ‘‘(1) RECOVERY OF COSTS OF ANNUAL APPRO11 PRIATION.—The Agency shall collect assessments 

12 and other fees that are designed to recover the costs 

13 to the Government of the annual appropriation to 

14 the Agency by Congress. 

15 ‘‘(2) OFFSETTING COLLECTIONS.—Assessments 

16 and other fees described under paragraph (1) for 

17 any fiscal year— 

18 ‘‘(A) shall be deposited and credited as off19 setting collections to the account providing ap20 propriations to the Agency; and 

21 ‘‘(B) shall not be collected for any fiscal 

22 year except to the extent provided in advance in 

23 appropriation Acts.’’; and 

24 (2) by striking subsection (f). 

25 (b) EFFECTIVE DATE.—The amendments made by 

26 this section shall apply with respect to expenses paid and 


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1 assessments and other fees collected on or after October 

2 1, 2017. 

3 SEC. 363. BRINGING THE EXAMINATION AND SUPERVISION 

4 FUNCTIONS OF THE NATIONAL CREDIT 

5 UNION ADMINISTRATION INTO THE APPRO6 PRIATIONS PROCESS. 

7 (a) OPERATING FEES.—Section 105(d) of the Fed8 eral Credit Union Act (12 U.S.C. 1755(d)) is amended— 

9 (1) by striking ‘‘All’’ and inserting ‘‘(1) All’’; 

10 (2) by striking ‘‘for the account of the Adminis11 tration and may be expended by the Board to defray 

12 the expenses incurred in carrying out the provisions 

13 of this Act including the examination and super14 vision of Federal credit unions’’ and inserting ‘‘and 

15 may be expended by the Board only to the extent as 

16 provided in advance by appropriations Acts, to cover 

17 the costs incurred in carrying out the provisions of 

18 this Act with respect to the costs of the examination 

19 and supervision of Federal credit unions and the 

20 proportion of the administrative costs of the Board 

21 related to the examination and supervision of Fed22 eral credit unions’’; and 

23 (3) by adding at the end the following: 

24 ‘‘(2)(A) The Board may only use amounts in the 

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1 vance by appropriations Acts, including to pay for the 

2 costs incurred by the Board in carrying out the examina3 tion and supervision of Federal credit unions and the pro4 portion of the administrative costs of the Board related 

5 to the examination and supervision of Federal credit 

6 unions. 

7 ‘‘(B) Subparagraph (A) shall not apply to the 

8 Board’s activities carried out pursuant to title II.’’. 

9 (b) STAFF FUNDING.—Section 120(j)(3) of the Fed10 eral Credit Union Act (12 U.S.C. 1766(j)(3)) is amend11 ed— 

12 (1) by inserting ‘‘related to the examination 

13 and supervision of Federal credit unions under this 

14 Act and the proportion of the administrative costs of 

15 the Board related to the examination and super16 vision of Federal credit unions under this Act’’ be17 fore ‘‘shall be paid’’; and 

18 (2) by striking ‘‘insured credit unions under 

19 this Act’’ and inserting ‘‘Federal credit unions under 

20 this title, only to the extent as provided in advance 

21 by appropriations Acts’’. 

22 (c) USE OF DEPOSIT FUNDS.—Section 

23 202(c)(1)(B)(iv) of the Federal Credit Union Act (12 

24 U.S.C. 1782(c)(1)(B)(iv)) is amended— 


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1 (1) by striking ‘‘The’’ and inserting ‘‘To the ex2 tent provided for in advance by appropriations Acts, 

3 the’’; and 

4 (2) by adding at the end the following new sen5 tence: ‘‘This clause shall not apply to the Board’s 

6 activities carried out pursuant to this title.’’. 

7 (d) EFFECTIVE DATE.—The amendments made by 

8 this section shall apply with respect to expenses paid and 

9 fees collected on or after October 1, 2017. 

10 SEC. 364. BRINGING THE OFFICE OF THE COMPTROLLER 

11 OF THE CURRENCY INTO THE APPROPRIA12 TIONS PROCESS. 

13 (a) IN GENERAL.—Section 5240A of the Revised 

14 Statutes of the United States (12 U.S.C. 16) is amend15 ed— 

16 (1) by striking ‘‘Sec. 5240A. The Comptroller 

17 of the Currency may collect an assessment, fee, or 

18 other charge from any entity described in section 

19 3(q)(1) of the Federal Deposit Insurance Act (12 

20 U.S.C. 1813(q)(1)), as the Comptroller determines 

21 is necessary or appropriate to carry out the respon22 sibilities of the Office of the Comptroller of the Cur23 rency. In establishing the amount of an assessment, 

24 fee, or charge collected from an entity under this 

25 section,’’ and inserting the following: 


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1 ‘‘SEC. 5240A. COLLECTION OF FEES; APPROPRIATIONS RE2 QUIREMENT. 

3 ‘‘(a) IN GENERAL.—In establishing the amount of an 

4 assessment, fee, or charge collected from an entity under 

5 subsection (b),’’; 

6 (2) by striking ‘‘Funds derived’’ and all that 

7 follows through the end of the section; and 

8 (3) by adding at the end the following: 

9 ‘‘(b) APPROPRIATIONS REQUIREMENT.— 

10 ‘‘(1) RECOVERY OF COSTS OF ANNUAL APPRO11 PRIATION.—The Comptroller of the Currency shall 

12 impose and collect assessments, fees, or other 

13 charges that are designed to recover the costs to the 

14 Government of the annual appropriation to the Of15 fice of the Comptroller of the Currency by Congress. 

16 ‘‘(2) OFFSETTING COLLECTIONS.—Assessments 

17 and other fees described under paragraph (1) for 

18 any fiscal year— 

19 ‘‘(A) shall be deposited and credited as off20 setting collections to the account providing ap21 propriations to the Office of the Comptroller of 

22 the Currency; and 

23 ‘‘(B) shall not be collected for any fiscal 

24 year except to the extent provided in advance in 

25 appropriation Acts.’’. 


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1 (b) CONFORMING AMENDMENT.—Section 5240 (12 

2 U.S.C. 481 et seq.) of the Revised Statutes of the United 

3 States is amended by striking the fourth undesignated 

4 paragraph. 

5 (c) EFFECTIVE DATE.—The amendments made by 

6 this section shall apply with respect to expenses paid and 

7 fees collected on or after October 1, 2017. 

8 SEC. 365. BRINGING THE NON-MONETARY POLICY RELATED 

9 FUNCTIONS OF THE BOARD OF GOVERNORS 

10 OF THE FEDERAL RESERVE SYSTEM INTO 

11 THE APPROPRIATIONS PROCESS. 

12 (a) IN GENERAL.—The Federal Reserve Act is 

13 amended by inserting after section 11B the following: 

14 ‘‘SEC. 11C. APPROPRIATIONS REQUIREMENT FOR NON15 MONETARY POLICY RELATED ADMINISTRA16 TIVE COSTS. 

17 ‘‘(a) APPROPRIATIONS REQUIREMENT.— 

18 ‘‘(1) RECOVERY OF COSTS OF ANNUAL APPRO19 PRIATION.—The Board of Governors of the Federal 

20 Reserve System and the Federal reserve banks shall 

21 collect assessments and other fees, as provided under 

22 this Act, that are designed to recover the costs to 

23 the Government of the annual appropriation to the 

24 Board of Governors of the Federal Reserve System 

25 by Congress. The Board of Governors of the Federal 


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1 Reserve System and the Federal reserve banks may 

2 only incur obligations or allow and pay expenses 

3 with respect to non-monetary policy related adminis4 trative costs pursuant to an appropriations Act. 

5 ‘‘(2) OFFSETTING COLLECTIONS.—Assessments 

6 and other fees described under paragraph (1) for 

7 any fiscal year— 

8 ‘‘(A) shall be deposited and credited as off9 setting collections to the account providing ap10 propriations to the Board of Governors of the 

11 Federal Reserve System; and 

12 ‘‘(B) shall not be collected for any fiscal 

13 year except to the extent provided in advance in 

14 appropriation Acts. 

15 ‘‘(3) LIMITATION.—This subsection shall only 

16 apply to the non-monetary policy related administra17 tive costs of the Board of Governors of the Federal 

18 Reserve System. 

19 ‘‘(b) DEFINITIONS.—For purposes of this section: 

20 ‘‘(1) MONETARY POLICY.—The term ‘monetary 

21 policy’ means a strategy for producing a generally 

22 acceptable exchange medium that supports the pro23 ductive employment of economic resources by reli24 ably serving as both a unit of account and store of 

25 value. 


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1 ‘‘(2) NON-MONETARY POLICY RELATED ADMIN2 ISTRATIVE COSTS.—The term ‘non-monetary policy 

3 related administrative costs’ means administrative 

4 costs not related to the conduct of monetary policy, 

5 and includes— 

6 ‘‘(A) direct operating expenses for super7 vising and regulating entities supervised and 

8 regulated by the Board of Governors of the 

9 Federal Reserve System, including conducting 

10 examinations, conducting stress tests, commu11 nicating with the entities regarding supervisory 

12 matters and laws, and regulations; 

13 ‘‘(B) operating expenses for activities inte14 gral to carrying out supervisory and regulatory 

15 responsibilities, such as training staff in the su16 pervisory function, research and analysis func17 tions including library subscription services, and 

18 collecting and processing regulatory reports 

19 filed by supervised institutions; and 

20 ‘‘(C) support, overhead, and pension ex21 penses related to the items described under sub22 paragraphs (A) and (B).’’. 

23 (b) EFFECTIVE DATE.—The amendments made by 

24 this section shall apply with respect to expenses paid and 

25 fees collected on or after October 1, 2017. 


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1 Subtitle F—International Processes 

2 SEC. 371. REQUIREMENTS FOR INTERNATIONAL PROC3 ESSES. 

4 (a) BOARD OF GOVERNORS REQUIREMENTS.—Sec5 tion 11 of the Federal Reserve Act (12 U.S.C. 248), as 

6 amended by section 1007(a), is further amended by add7 ing at the end the following new subsection: 

8 ‘‘(w) INTERNATIONAL PROCESSES.— 

9 ‘‘(1) NOTICE OF PROCESS; CONSULTATION.—At 

10 least 30 calendar days before any member or em11 ployee of the Board of Governors of the Federal Re12 serve System participates in a process of setting fi13 nancial standards as a part of any foreign or multi14 national entity, the Board of Governors shall— 

15 ‘‘(A) issue a notice of the process, includ16 ing the subject matter, scope, and goals of the 

17 process, to the Committee on Financial Services 

18 of the House of Representatives and the Com19 mittee on Banking, Housing, and Urban Affairs 

20 of the Senate; 

21 ‘‘(B) make such notice available to the 

22 public, including on the website of the Board of 

23 Governors; and 

24 ‘‘(C) solicit public comment, and consult 

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1 graph (A), with respect to the subject matter, 

2 scope, and goals of the process. 

3 ‘‘(2) PUBLIC REPORTS ON PROCESS.—After the 

4 end of any process described under paragraph (1), 

5 the Board of Governors shall issue a public report 

6 on the topics that were discussed during the process 

7 and any new or revised rulemakings or policy 

8 changes that the Board of Governors believes should 

9 be implemented as a result of the process and make 

10 the report available on the website of the Board of 

11 Governors. 

12 ‘‘(3) NOTICE OF AGREEMENTS; CONSULTA13 TION.—At least 90 calendar days before any mem14 ber or employee of the Board of Governors of the 

15 Federal Reserve System participates in a process of 

16 setting financial standards as a part of any foreign 

17 or multinational entity, the Board of Governors 

18 shall— 

19 ‘‘(A) issue a notice of agreement to the 

20 Committee on Financial Services of the House 

21 of Representatives and the Committee on Bank22 ing, Housing, and Urban Affairs of the Senate; 

23 ‘‘(B) make such notice available to the 

24 public, including on the website of the Board of 

25 Governors; and 


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1 ‘‘(C) consult with the committees described 

2 under subparagraph (A) with respect to the na3 ture of the agreement and any anticipated ef4 fects such agreement will have on the economy. 

5 ‘‘(4) DEFINITION.—For purposes of this sub6 section, the term ‘process’ shall include any official 

7 proceeding or meeting on financial regulation of a 

8 recognized international organization with authority 

9 to set financial standards on a global or regional 

10 level, including the Financial Stability Board, the 

11 Basel Committee on Banking Supervision (or a simi12 lar organization), and the International Association 

13 of Insurance Supervisors (or a similar organiza14 tion).’’. 

15 (b) FDIC REQUIREMENTS.—The Federal Deposit 

16 Insurance Act (12 U.S.C. 1811 et seq.) is amended by 

17 adding at the end the following new section: 

18 ‘‘SEC. 51. INTERNATIONAL PROCESSES. 

19 ‘‘(a) NOTICE OF PROCESS; CONSULTATION.—At least 

20 30 calendar days before the Board of Directors partici21 pates in a process of setting financial standards as a part 

22 of any foreign or multinational entity, the Board of Direc23 tors shall— 

24 ‘‘(1) issue a notice of the process, including the 

25 subject matter, scope, and goals of the process, to 


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1 the Committee on Financial Services of the House of 

2 Representatives and the Committee on Banking, 

3 Housing, and Urban Affairs of the Senate; 

4 ‘‘(2) make such notice available to the public, 

5 including on the website of the Corporation; and 

6 ‘‘(3) solicit public comment, and consult with 

7 the committees described under paragraph (1), with 

8 respect to the subject matter, scope, and goals of the 

9 process. 

10 ‘‘(b) PUBLIC REPORTS ON PROCESS.—After the end 

11 of any process described under subsection (a), the Board 

12 of Directors shall issue a public report on the topics that 

13 were discussed at the process and any new or revised 

14 rulemakings or policy changes that the Board of Directors 

15 believes should be implemented as a result of the process 

16 and make the report available on the website of the Cor17 poration. 

18 ‘‘(c) NOTICE OF AGREEMENTS; CONSULTATION.—At 

19 least 90 calendar days before the Board of Directors par20 ticipates in a process of setting financial standards as a 

21 part of any foreign or multinational entity, the Board of 

22 Directors shall— 

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1 resentatives and the Committee on Banking, Hous2 ing, and Urban Affairs of the Senate; 

3 ‘‘(2) make such notice available to the public, 

4 including on the website of the Corporation; and 

5 ‘‘(3) consult with the committees described 

6 under paragraph (1) with respect to the nature of 

7 the agreement and any anticipated effects such 

8 agreement will have on the economy. 

9 ‘‘(d) DEFINITION.—For purposes of this section, the 

10 term ‘process’ shall include any official proceeding or 

11 meeting on financial regulation of a recognized inter12 national organization with authority to set financial stand13 ards on a global or regional level, including the Financial 

14 Stability Board, the Basel Committee on Banking Super15 vision (or a similar organization), and the International 

16 Association of Insurance Supervisors (or a similar organi17 zation).’’. 

18 (c) TREASURY REQUIREMENTS.—Section 325 of title 

19 31, United States Code, is amended by adding at the end 

20 the following new subsection: 

21 ‘‘(d) INTERNATIONAL PROCESSES.— 

22 ‘‘(1) NOTICE OF PROCESS; CONSULTATION.—At 

23 least 30 calendar days before the Secretary partici24 pates in a process of setting financial standards as 


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1 a part of any foreign or multinational entity, the 

2 Secretary shall— 

3 ‘‘(A) issue a notice of the process, includ4 ing the subject matter, scope, and goals of the 

5 process, to the Committee on Financial Services 

6 of the House of Representatives and the Com7 mittee on Banking, Housing, and Urban Affairs 

8 of the Senate; 

9 ‘‘(B) make such notice available to the 

10 public, including on the website of the Depart11 ment of the Treasury; and 

12 ‘‘(C) solicit public comment, and consult 

13 with the committees described under subpara14 graph (A), with respect to the subject matter, 

15 scope, and goals of the process. 

16 ‘‘(2) PUBLIC REPORTS ON PROCESS.—After the 

17 end of any process described under paragraph (1), 

18 the Secretary shall issue a public report on the top19 ics that were discussed at the process and any new 

20 or revised rulemakings or policy changes that the 

21 Secretary believes should be implemented as a result 

22 of the process and make the report available on the 

23 website of the Department of the Treasury. 

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1 retary participates in a process of setting financial 

2 standards as a part of any foreign or multinational 

3 entity, the Secretary shall— 

4 ‘‘(A) issue a notice of agreement to the 

5 Committee on Financial Services of the House 

6 of Representatives and the Committee on Bank7 ing, Housing, and Urban Affairs of the Senate; 

8 ‘‘(B) make such notice available to the 

9 public, including on the website of the Depart10 ment of the Treasury; and 

11 ‘‘(C) consult with the committees described 

12 under subparagraph (A) with respect to the na13 ture of the agreement and any anticipated ef14 fects such agreement will have on the economy. 

15 ‘‘(4) DEFINITION.—For purposes of this sub16 section, the term ‘process’ shall include any official 

17 proceeding or meeting on financial regulation of a 

18 recognized international organization with authority 

19 to set financial standards on a global or regional 

20 level, including the Financial Stability Board, the 

21 Basel Committee on Banking Supervision (or a simi22 lar organization), and the International Association 

23 of Insurance Supervisors (or a similar organiza24 tion).’’. 


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1 (d) OCC REQUIREMENTS.—Chapter one of title LXII 

2 of the Revised Statutes of the United States (12 U.S.C. 

3 21 et seq.) is amended— 

4 (1) by adding at the end the following new sec5 tion: 

6 ‘‘SEC. 5156B. INTERNATIONAL PROCESSES. 

7 ‘‘(a) NOTICE OF PROCESS; CONSULTATION.—At least 

8 30 calendar days before the Comptroller of the Currency 

9 participates in a process of setting financial standards as 

10 a part of any foreign or multinational entity, the Comp11 troller of the Currency shall— 

12 ‘‘(1) issue a notice of the process, including the 

13 subject matter, scope, and goals of the process, to 

14 the Committee on Financial Services of the House of 

15 Representatives and the Committee on Banking, 

16 Housing, and Urban Affairs of the Senate; 

17 ‘‘(2) make such notice available to the public, 

18 including on the website of the Office of the Comp19 troller of the Currency; and 

20 ‘‘(3) solicit public comment, and consult with 

21 the committees described under paragraph (1), with 

22 respect to the subject matter, scope, and goals of the 

23 process. 

24 ‘‘(b) PUBLIC REPORTS ON PROCESS.—After the end 

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1 troller of the Currency shall issue a public report on the 

2 topics that were discussed at the process and any new or 

3 revised rulemakings or policy changes that the Comp4 troller of the Currency believes should be implemented as 

5 a result of the process. 

6 ‘‘(c) NOTICE OF AGREEMENTS; CONSULTATION.—At 

7 least 90 calendar days before the Comptroller of the Cur8 rency participates in a process of setting financial stand9 ards as a part of any foreign or multinational entity, the 

10 Comptroller of the Currency shall— 

11 ‘‘(1) issue a notice of agreement to the Com12 mittee on Financial Services of the House of Rep13 resentatives and the Committee on Banking, Hous14 ing, and Urban Affairs of the Senate; 

15 ‘‘(2) make such notice available to the public, 

16 including on the website of the Office of the Comp17 troller of the Currency; and 

18 ‘‘(3) consult with the committees described 

19 under paragraph (1) with respect to the nature of 

20 the agreement and any anticipated effects such 

21 agreement will have on the economy. 

22 ‘‘(d) DEFINITION.—For purposes of this section, the 

23 term ‘process’ shall include any official proceeding or 

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1 ards on a global or regional level, including the Financial 

2 Stability Board, the Basel Committee on Banking Super3 vision (or a similar organization), and the International 

4 Association of Insurance Supervisors (or a similar organi5 zation).’’; and 

6 (2) in the table of contents for such chapter, by 

7 adding at the end the following new item: 

‘‘5156B. International processes.’’. 

8 (e) SECURITIES AND EXCHANGE COMMISSION RE9 QUIREMENTS.—Section 4 of the Securities Exchange Act 

10 of 1934 (15 U.S.C. 78d), as amended by section 818(a), 

11 is further amended by adding at the end the following new 

12 subsection: 

13 ‘‘(k) INTERNATIONAL PROCESSES.— 

14 ‘‘(1) NOTICE OF PROCESS; CONSULTATION.—At 

15 least 30 calendar days before the Commission par16 ticipates in a process of setting financial standards 

17 as a part of any foreign or multinational entity, the 

18 Commission shall— 

19 ‘‘(A) issue a notice of the process, includ20 ing the subject matter, scope, and goals of the 

21 process, to the Committee on Financial Services 

22 of the House of Representatives and the Com23 mittee on Banking, Housing, and Urban Affairs 

24 of the Senate; 


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1 ‘‘(B) make such notice available to the 

2 public, including on the website of the Commis3 sion; and 

4 ‘‘(C) solicit public comment, and consult 

5 with the committees described under subpara6 graph (A), with respect to the subject matter, 

7 scope, and goals of the process. 

8 ‘‘(2) PUBLIC REPORTS ON PROCESS.—After the 

9 end of any process described under paragraph (1), 

10 the Commission shall issue a public report on the 

11 topics that were discussed at the process and any 

12 new or revised rulemakings or policy changes that 

13 the Commission believes should be implemented as a 

14 result of the process and make the report available 

15 on the website of the Commission. 

16 ‘‘(3) NOTICE OF AGREEMENTS; CONSULTA17 TION.—At least 90 calendar days before the Com18 mission participates in a process of setting financial 

19 standards as a part of any foreign or multinational 

20 entity, the Commission shall— 

21 ‘‘(A) issue a notice of agreement to the 

22 Committee on Financial Services of the House 

23 of Representatives and the Committee on Bank24 ing, Housing, and Urban Affairs of the Senate; 


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1 ‘‘(B) make such notice available to the 

2 public, including on the website of the Commis3 sion; and 

4 ‘‘(C) consult with the committees described 

5 under subparagraph (A) with respect to the na6 ture of the agreement and any anticipated ef7 fects such agreement will have on the economy. 

8 ‘‘(4) DEFINITION.—For purposes of this sub9 section, the term ‘process’ shall include any official 

10 proceeding or meeting on financial regulation of a 

11 recognized international organization with authority 

12 to set financial standards on a global or regional 

13 level, including the Financial Stability Board, the 

14 Basel Committee on Banking Supervision (or a simi15 lar organization), and the International Association 

16 of Insurance Supervisors (or a similar organiza17 tion).’’. 

18 (f) COMMODITY FUTURES TRADING COMMISSION RE19 QUIREMENTS.—Section 2 of the Commodity Exchange Act 

20 (7 U.S.C. 2) is amended by adding at the end the fol21 lowing: 

22 ‘‘(k) INTERNATIONAL PROCESSES.— 

23 ‘‘(1) NOTICE OF PROCESS; CONSULTATION.—At 

24 least 30 calendar days before the Commission par25 ticipates in a process of setting financial standards 


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1 as a part of any foreign or multinational entity, the 

2 Commission shall— 

3 ‘‘(A) issue a notice of the process, includ4 ing the subject matter, scope, and goals of the 

5 process, to— 

6 ‘‘(i) the Committee on Agriculture of 

7 the House of Representatives; and 

8 ‘‘(ii) the Committee on Agriculture, 

9 Nutrition, and Forestry of the Senate; 

10 ‘‘(B) make such notice available to the 

11 public, including on the website of the Commis12 sion; and 

13 ‘‘(C) solicit public comment, and consult 

14 with the committees described under subpara15 graph (A), with respect to the subject matter, 

16 scope, and goals of the process. 

17 ‘‘(2) PUBLIC REPORTS ON PROCESS.—After the 

18 end of any process described under paragraph (1), 

19 the Commission shall issue a public report on the 

20 topics that were discussed during the process and 

21 any new or revised rulemakings or policy changes 

22 that the Commission believes should be implemented 

23 as a result of the process and make the report avail24 able on the website of the Commission. 


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1 ‘‘(3) NOTICE OF AGREEMENTS; CONSULTA2 TION.—At least 90 calendar days before the Com3 mission participates in a process of setting financial 

4 standards as a part of any foreign or multinational 

5 entity, the Commission shall— 

6 ‘‘(A) issue a notice of agreement to— 

7 ‘‘(i) the Committee on Agriculture of 

8 the House of Representatives; and 

9 ‘‘(ii) the Committee on Agriculture, 

10 Nutrition, and Forestry of the Senate; 

11 ‘‘(B) make such notice available to the 

12 public, including on the website of the Commis13 sion; and 

14 ‘‘(C) consult with the committees described 

15 under subparagraph (A) with respect to the na16 ture of the agreement and any anticipated ef17 fects such agreement will have on the economy. 

18 ‘‘(4) DEFINITION.—For purposes of this sub19 section, the term ‘process’ shall include any official 

20 proceeding or meeting on financial regulation of a 

21 recognized international organization with authority 

22 to set financial standards on a global or regional 

23 level, including the Financial Stability Board, the 

24 Basel Committee on Banking Supervision (or a simi25 lar organization), and the International Association 


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1 of Insurance Supervisors (or a similar organiza2 tion).’’. 

3 Subtitle G—Unfunded Mandates 

4 Reform 

5 SEC. 381. DEFINITIONS. 

6 For purposes of this subtitle: 

7 (1) AGENCY.—The term ‘‘agency’’ has the 

8 meaning given such term under section 311. 

9 (2) DIRECT COSTS.—The term ‘‘direct costs’’ 

10 has the meaning given such term under section 

11 421(3) of the Congressional Budget and Impound12 ment Control Act of 1974 (2 U.S.C. 658(3)), except 

13 that— 

14 (A) in the case of a Federal intergovern15 mental mandate, the term means the aggregate 

16 estimated amounts that all State, local, and 

17 Tribal governments would incur or be required 

18 to spend or would be prohibited from raising in 

19 revenues in order to comply with the Federal 

20 intergovernmental mandate; and 

21 (B) in the case of a Federal private sector 

22 mandate, the term means the aggregate esti23 mated amounts that the private sector will be 

24 required to spend or could forgo in profits, in25 cluding costs passed on to consumers or other 


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1 entities taking into account, to the extent prac2 ticable, behavioral changes, in order to comply 

3 with the Federal private sector mandate. 

4 (3) OTHER DEFINITIONS.—Except as provided 

5 under paragraphs (1) and (2), the definitions under 

6 section 421 of the Congressional Budget and Im7 poundment Control Act of 1974 shall apply to this 

8 subtitle. 

9 SEC. 382. APPLICATION OF THE UNFUNDED MANDATES RE10 FORM ACT. 

11 (a) IN GENERAL.—The Unfunded Mandates Reform 

12 Act of 1995 (2 U.S.C. 1501 et seq.) shall apply to the 

13 Board of Governors of the Federal Reserve System, the 

14 Consumer Law Enforcement Agency, the Commodity Fu15 tures Trading Commission, the Federal Deposit Insurance 

16 Corporation, the Federal Housing Finance Agency, the 

17 Office of the Comptroller of the Currency, the National 

18 Credit Union Administration, and the Securities and Ex19 change Commission. 

20 (b) STATEMENTS TO ACCOMPANY SIGNIFICANT REG21 ULATORY ACTIONS.— 

22 (1) IN GENERAL.—Unless otherwise expressly 

23 prohibited by law, before promulgating any general 

24 notice of proposed rulemaking or any final rule, or 

25 within six months after promulgating any final rule 


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1 that was not preceded by a general notice of pro2 posed rulemaking, if the proposed rulemaking or 

3 final rule includes a Federal mandate that may re4 sult in an annual effect on State, local, or Tribal 

5 governments, or to the private sector, in the aggre6 gate of $100,000,000 or more in any 1 year, the 

7 agency shall prepare a written statement containing 

8 the following: 

9 (A) The text of the draft proposed rule10 making or final rule, together with the informa11 tion required under subsections (a) and (b)(1) 

12 of section 312, as applicable, including an ex13 planation of the manner in which the proposed 

14 rulemaking or final rule is consistent with the 

15 statutory requirement and avoids undue inter16 ference with State, local, and Tribal govern17 ments in the exercise of their governmental 

18 functions. 

19 (B) Estimates by the agency, if and to the 

20 extent that the agency determines that accurate 

21 estimates are reasonably feasible, of— 

22 (i) the future compliance costs of the 

23 Federal mandate; and 

24 (ii) any disproportionate budgetary ef25 fects of the Federal mandate upon any 


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1 particular regions of the nation or par2 ticular State, local, or Tribal governments, 

3 urban or rural or other types of commu4 nities, or particular segments of the private 

5 sector. 

6 (C)(i) A detailed description of the extent 

7 of the agency’s prior consultation with the pri8 vate sector and elected representatives (under 

9 subsection (c) and section 204 of the Unfunded 

10 Mandates Reform Act of 1995 (2 U.S.C. 1534) 

11 of the affected State, local, and tribal govern12 ments. 

13 (ii) A detailed summary of the comments 

14 and concerns that were presented by the private 

15 sector and State, local, or Tribal governments 

16 either orally or in writing to the agency. 

17 (iii) A detailed summary of the agency’s 

18 evaluation of those comments and concerns. 

19 (D) A detailed summary of how the agency 

20 complied with section 312, as applicable. 

21 (2) PREVENTION OF DUPLICATIVE REQUIRE22 MENTS.—If an agency is required to prepare a writ23 ten statement under both paragraph (1) and section 

24 202(a) of the Unfunded Mandates Reform Act of 

25 1995 (2 U.S.C. 1532(a)), the agency shall prepare 


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1 only one written statement that consolidates and 

2 meets the requirements of such paragraph and such 

3 section. 

4 (c) STATE, LOCAL, AND TRIBAL GOVERNMENT AND

5 PRIVATE SECTOR INPUT.— 

6 (1) IN GENERAL.—Each agency shall, to the ex7 tent permitted in law, develop an effective process to 

8 permit impacted parties within the private sector 

9 (including small businesses) to provide meaningful 

10 and timely input in the development of regulatory 

11 proposals containing significant Federal mandates. 

12 (2) PREVENTION OF DUPLICATIVE PROC13 ESSES.—If an agency is required to develop a proc14 ess under both paragraph (1) and section 204(a) of 

15 the Unfunded Mandates Reform Act of 1995 (2 

16 U.S.C. 1534(a)), the agency shall develop only one 

17 process that consolidates and meets the require18 ments of such paragraph and such section. 

19 (3) GUIDELINES.—For appropriate implemen20 tation of this subsection and of section 204 of the 

21 Unfunded Mandates Reform Act, consistent with ap22 plicable laws and regulations, the following guide23 lines shall be followed: — 

24 (A) Consultations shall take place as early 

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1 posed rulemaking, continue through the final 

2 rule stage, and be integrated explicitly into the 

3 rulemaking process. 

4 (B) Agencies shall consult with a wide va5 riety of State, local, and Tribal officials and im6 pacted parties within the private sector (includ7 ing small businesses). Geographic, political, and 

8 other factors that may differentiate varying 

9 points of view should be considered. 

10 (C) Agencies should estimate benefits and 

11 costs to assist with these consultations. The 

12 scope of the consultation should reflect the cost 

13 and significance of the Federal mandate being 

14 considered. 

15 (D) Agencies shall, to the extent prac16 ticable— 

17 (i) seek out the views of State, local, 

18 and Tribal governments, and impacted 

19 parties within the private sector (including 

20 small businesses), on costs, benefits, and 

21 risks; and 

22 (ii) solicit ideas about alternative 

23 methods of compliance and potential flexi24 bilities, and input on whether the Federal 

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1 plicate similar laws in other levels of gov2 ernment. 

3 (E) Consultations shall address the cumu4 lative impact of regulations on the affected enti5 ties. 

6 (F) Agencies may accept electronic submis7 sions of comments by relevant parties but may 

8 not use those comments as the sole method of 

9 satisfying the guidelines in this subsection. 

10 (d) OFFICE OF INFORMATION AND REGULATORY AF11 FAIRS RESPONSIBILITIES.— 

12 (1) IN GENERAL.—The Administrator of the 

13 Office of Information and Regulatory Affairs shall 

14 provide meaningful guidance and oversight so that 

15 each agency’s regulations for which a written state16 ment is required under subsection (b) and section 

17 202 of the Unfunded Mandates Reform Act of 1995 

18 (2 U.S.C. 1532) are consistent with the principles 

19 and requirements of this title, as well as other appli20 cable laws, and do not conflict with the policies or 

21 actions of another Federal agency (as the term 

22 ‘‘agency’’ is defined under section 551 of title 5, 

23 United States Code). If the Administrator deter24 mines that an agency’s regulations for which a writ25 ten statement is required under subsection (b) and 


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1 section 202 of the Unfunded Mandates Reform Act 

2 of 1995 do not comply with such principles and re3 quirements, are not consistent with other applicable 

4 laws, or conflict with the policies or actions of an5 other Federal agency (as the term ‘‘agency’’ is de6 fined under section 551 of title 5, United States 

7 Code), the Administrator shall identify areas of non8 compliance, notify the agency, and request that the 

9 agency comply before the agency finalizes the regula10 tion concerned. 

11 (2) ANNUAL STATEMENTS TO CONGRESS ON

12 AGENCY COMPLIANCE.—The Administrator of the 

13 Office of Information and Regulatory Affairs shall 

14 submit to the Director of the Office of Management 

15 and Budget for inclusion in the annual report re16 quired by section 208 of the Unfunded Mandates 

17 Reform Act of 1995 (2 U.S.C. 1538) a written re18 port detailing compliance by each agency with the 

19 requirements of this title that relate to regulations 

20 for which a written statement is required by sub21 section (b) and section 202 of the Unfunded Man22 dates Reform Act of 1995 (2 U.S.C. 1532), includ23 ing activities undertaken at the request of the Ad24 ministrator to improve compliance, during the pre25 ceding reporting period. The report shall also conVerDate Sep 11 2014 22:41 Jun 13, 2017 Jkt 069200 PO 00000 Frm 00176 Fmt 6652 Sfmt 6201 E:\BILLS\H10.RFS H10

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1 tain an appendix detailing compliance by each agen2 cy with subsection (c) and section 204 of the Un3 funded Mandates Reform Act. 

4 (e) EXPANDED JUDICIAL REVIEW.— 

5 (1) AGENCY STATEMENTS ON SIGNIFICANT

6 REGULATORY ACTIONS.— 

7 (A) IN GENERAL.—Compliance or non8 compliance by any agency with the provisions of 

9 subsection (b) and sections 202, 203(a)(1) and 

10 (2), and 205 of the Unfunded Mandates Re11 form Act of 1995 shall be subject to judicial re12 view in accordance with this subsection. 

13 (B) LIMITED REVIEW OF AGENCY COMPLI14 ANCE OR NONCOMPLIANCE.— 

15 (i) SCOPE OF REVIEW UNDER TITLE

16 5.—Agency compliance or noncompliance 

17 with the provisions of subsection (b) and 

18 sections 202, 203(a)(1) and (2), and 205 

19 of the Unfunded Mandates Reform Act of 

20 1995 shall be subject to judicial review 

21 under section 706(1) of title 5, United 

22 States Code, and as provided under clause 

23 (ii). 

24 (ii) COURT MAY COMPEL PREPARA25 TION OF WRITTEN STATEMENT.—If an 


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1 agency fails to prepare the written state2 ment (including the preparation of the esti3 mates, analyses, statements, or descrip4 tions) under subsection (b) and section 

5 202 of the Unfunded Mandates Reform 

6 Act, prepare a written plan under para7 graphs (1) and (2) of section 203 of the 

8 Unfunded Mandates Reform Act, or com9 ply with section 205 of the Unfunded Man10 dates Reform Act, a court may compel the 

11 agency to prepare such written statement, 

12 prepare such written plan, or comply with 

13 such section. 

14 (C) REVIEW OF AGENCY RULES.—In any 

15 judicial review under any other Federal law of 

16 an agency rule for which compliance with this 

17 subtitle is required, the inadequacy or failure to 

18 prepare required material, or to comply with 

19 provisions of subsection (b) and sections 202, 

20 203(a)(1) and (2), and 205 of the Unfunded 

21 Mandates Reform Act of 1995 may be used as 

22 a basis for staying, enjoining, invalidating or 

23 otherwise affecting such agency rule. 

24 (D) CERTAIN INFORMATION AS PART OF

25 RECORD.—Any information generated under 


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1 subsection (b) and sections 202, 203(a)(1) and 

2 (2), and 205 of the Unfunded Mandates Re3 form Act of 1995 that is part of the rulemaking 

4 record for judicial review under the provisions 

5 of any other Federal law may be considered as 

6 part of the record for judicial review conducted 

7 under such other provisions of Federal law. 

8 (E) APPLICATION OF OTHER FEDERAL

9 LAW.—For any petition under subparagraph 

10 (B) the provisions of such other Federal law 

11 shall control all other matters, such as exhaus12 tion of administrative remedies, the time for 

13 and manner of seeking review and venue, except 

14 that if such other Federal law does not provide 

15 a limitation on the time for filing a petition for 

16 judicial review that is less than 180 days, such 

17 limitation shall be 180 days after a final rule is 

18 promulgated by the appropriate agency. 

19 (F) EFFECTIVE DATE.—This paragraph 

20 shall apply to any agency rule for which a gen21 eral notice of proposed rulemaking is promul22 gated on or after the date of the enactment of 

23 this Act. 

24 (2) JUDICIAL REVIEW AND RULE OF CON25 STRUCTION.—Except as provided in paragraph (1)— 


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1 (A) any estimate, analysis, statement, de2 scription, or report prepared under this subtitle, 

3 any compliance or noncompliance with the pro4 visions of this subtitle, and any determination 

5 concerning the applicability of the provisions of 

6 this subtitle shall not be subject to judicial re7 view; and 

8 (B) no provision of this subtitle shall be 

9 construed to create any right or benefit, sub10 stantive or procedural, enforceable by any per11 son in any administrative or judicial action. 

12 Subtitle H—Enforcement 

13 Coordination 

14 SEC. 391. POLICIES TO MINIMIZE DUPLICATION OF EN15 FORCEMENT EFFORTS. 

16 (a) IN GENERAL.—Each agency (as defined under 

17 section 311) shall, not later than the end of the 90-day 

18 period beginning on the date of the enactment of this Act, 

19 implement policies and procedures— 

20 (1) to minimize duplication of efforts with other 

21 Federal or State authorities when bringing an ad22 ministrative or judicial action against an individual 

23 or entity; 

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1 nation of law enforcement activities are necessary 

2 and appropriate and in the public interest; and 

3 (3) to, in the course of a joint investigation, ad4 ministrative action, or judicial action, establish a 

5 lead agency to avoid duplication of efforts and un6 necessary burdens and to ensure consistent enforce7 ment, as necessary and appropriate and in the pub8 lic interest. 

9 (b) RULE OF CONSTRUCTION.—Nothing in this sec10 tion may be construed to preempt State law or mandate 

11 coordination by a State authority. 

12 Subtitle I—Penalties for 

13 Unauthorized Disclosures 

14 SEC. 392. CRIMINAL PENALTY FOR UNAUTHORIZED DIS15 CLOSURES. 

16 Section 165 of the Financial Stability Act of 2010 

17 (12 U.S.C. 5365), as amended by section 151(b)(6)(M), 

18 is further amended by adding at the end the following: 

19 ‘‘(m) CRIMINAL PENALTY FOR UNAUTHORIZED DIS20 CLOSURES.— 

21 ‘‘(1) IN GENERAL.—Any officer or employee of 

22 a Federal department or agency, who by virtue of 

23 such officer or employee’s employment or official po24 sition, has possession of, or access to, agency records 

25 which contain individually identifiable information 


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1 submitted pursuant to the requirements of this sec2 tion, the disclosure of which is prohibited by Federal 

3 statute, rule, or regulation, and who knowing that 

4 disclosure of the specific material is so prohibited, 

5 willfully discloses the material in any manner to any 

6 person or agency not entitled to receive it, shall be 

7 guilty of a misdemeanor and fined not more than 

8 $5,000. 

9 ‘‘(2) OBTAINING RECORDS UNDER FALSE PRE10 TENSES.—Any person who knowingly and willfully 

11 requests or obtains information described under 

12 paragraph (1) from a Federal department or agency 

13 under false pretenses shall be guilty of a mis14 demeanor and fined not more than $5,000. 

15 ‘‘(3) TREATMENT OF DETERMINATIONS.—For 

16 purposes of this subsection, a determination made 

17 under subsection (d) or (i) based on individually 

18 identifiable information submitted pursuant to the 

19 requirements of this section shall be deemed individ20 ually identifiable information, the disclosure of which 

21 is prohibited by Federal statute.’’. 


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1 Subtitle J—Stop Settlement Slush 

2 Funds 

3 SEC. 393. LIMITATION ON DONATIONS MADE PURSUANT TO 

4 SETTLEMENT AGREEMENTS TO WHICH CER5 TAIN DEPARTMENTS OR AGENCIES ARE A 

6 PARTY. 

7 (a) LIMITATION ON REQUIRED DONATIONS.—No set8 tlement to which a department or agency is a party may 

9 direct or provide for a payment to any person who is not 

10 a victim of the alleged wrongdoing. 

11 (b) PENALTY.—Any Executive branch official or 

12 agent thereof who enters into or enforces a settlement in 

13 violation of subsection (a), shall be subject to the same 

14 penalties that would apply in the case of a violation of 

15 section 3302 of title 31, United States Code. 

16 (c) EFFECTIVE DATE.—Subsections (a) and (b) 

17 apply only in the case of a settlement agreement concluded 

18 on or after the date of enactment of this Act. 

19 (d) DEFINITIONS.— 

20 (1) The term ‘‘department or agency’’— 

21 (A) has the meaning given the term ‘‘agen22 cy’’ under section 311; and 

23 (B) means the Department of Housing and 

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1 tice, and the Rural Housing Service of the De2 partment of Agriculture. 

3 (2) The term ‘‘settlement agreement’’ means a 

4 settlement agreement resolving a civil action or po5 tential civil action, a plea agreement, a deferred 

6 prosecution agreement, or a non-prosecution agree7 ment. 

8 (3) The term ‘‘payment’’ means a payment or 

9 loan. 

10 (4) The term ‘‘payment to any person who is 

11 not a victim’’ means any payment other than a pay12 ment— 

13 (A) to a person who is party to the lawsuit 

14 or settlement; 

15 (B) that provides restitution for or other16 wise directly remedies actual harm (including to 

17 the environment) directly and proximately 

18 caused by the party making the payment as a 

19 result of that party’s alleged wrongdoing; 

20 (C) that constitutes payment for services 

21 rendered in connection with the case; or 

22 (D) made pursuant to section 3663 of title 

23 18, United States Code. 


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1 TITLE IV—UNLEASHING OPPOR2 TUNITIES FOR SMALL BUSI3 NESSES, INNOVATORS, AND 

4 JOB CREATORS BY FACILI5 TATING CAPITAL FORMATION 

6 Subtitle A—Small Business Merg7 ers, Acquisitions, Sales, and 

8 Brokerage Simplification 

9 SEC. 401. REGISTRATION EXEMPTION FOR MERGER AND 

10 ACQUISITION BROKERS. 

11 Section 15(b) of the Securities Exchange Act of 1934 

12 (15 U.S.C. 78o(b)) is amended by adding at the end the 

13 following: 

14 ‘‘(13) REGISTRATION EXEMPTION FOR MERGER

15 AND ACQUISITION BROKERS.— 

16 ‘‘(A) IN GENERAL.—Except as provided in 

17 subparagraph (B), an M&A broker shall be ex18 empt from registration under this section. 

19 ‘‘(B) EXCLUDED ACTIVITIES.—An M&A 

20 broker is not exempt from registration under 

21 this paragraph if such broker does any of the 

22 following: 

23 ‘‘(i) Directly or indirectly, in connec24 tion with the transfer of ownership of an 

25 eligible privately held company, receives, 


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1 holds, transmits, or has custody of the 

2 funds or securities to be exchanged by the 

3 parties to the transaction. 

4 ‘‘(ii) Engages on behalf of an issuer in 

5 a public offering of any class of securities 

6 that is registered, or is required to be reg7 istered, with the Commission under section 

8 12 or with respect to which the issuer files, 

9 or is required to file, periodic information, 

10 documents, and reports under subsection 

11 (d). 

12 ‘‘(iii) Engages on behalf of any party 

13 in a transaction involving a public shell 

14 company. 

15 ‘‘(C) DISQUALIFICATIONS.—An M&A 

16 broker is not exempt from registration under 

17 this paragraph if such broker is subject to— 

18 ‘‘(i) suspension or revocation of reg19 istration under paragraph (4); 

20 ‘‘(ii) a statutory disqualification de21 scribed in section 3(a)(39); 

22 ‘‘(iii) a disqualification under the 

23 rules adopted by the Commission under 

24 section 926 of the Investor Protection and 


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1 Securities Reform Act of 2010 (15 U.S.C. 

2 77d note); or 

3 ‘‘(iv) a final order described in para4 graph (4)(H). 

5 ‘‘(D) RULE OF CONSTRUCTION.—Nothing 

6 in this paragraph shall be construed to limit 

7 any other authority of the Commission to ex8 empt any person, or any class of persons, from 

9 any provision of this title, or from any provision 

10 of any rule or regulation thereunder. 

11 ‘‘(E) DEFINITIONS.—In this paragraph: 

12 ‘‘(i) CONTROL.—The term ‘control’ 

13 means the power, directly or indirectly, to 

14 direct the management or policies of a 

15 company, whether through ownership of 

16 securities, by contract, or otherwise. There 

17 is a presumption of control for any person 

18 who— 

19 ‘‘(I) is a director, general part20 ner, member or manager of a limited 

21 liability company, or officer exercising 

22 executive responsibility (or has similar 

23 status or functions); 

24 ‘‘(II) has the right to vote 20 

25 percent or more of a class of voting 


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1 securities or the power to sell or direct 

2 the sale of 20 percent or more of a 

3 class of voting securities; or 

4 ‘‘(III) in the case of a partner5 ship or limited liability company, has 

6 the right to receive upon dissolution, 

7 or has contributed, 20 percent or 

8 more of the capital. 

9 ‘‘(ii) ELIGIBLE PRIVATELY HELD

10 COMPANY.—The term ‘eligible privately 

11 held company’ means a privately held com12 pany that meets both of the following con13 ditions: 

14 ‘‘(I) The company does not have 

15 any class of securities registered, or 

16 required to be registered, with the 

17 Commission under section 12 or with 

18 respect to which the company files, or 

19 is required to file, periodic informa20 tion, documents, and reports under 

21 subsection (d). 

22 ‘‘(II) In the fiscal year ending 

23 immediately before the fiscal year in 

24 which the services of the M&A broker 

25 are initially engaged with respect to 


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1 the securities transaction, the com2 pany meets either or both of the fol3 lowing conditions (determined in ac4 cordance with the historical financial 

5 accounting records of the company): 

6 ‘‘(aa) The earnings of the 

7 company before interest, taxes, 

8 depreciation, and amortization 

9 are less than $25,000,000. 

10 ‘‘(bb) The gross revenues of 

11 the company are less than 

12 $250,000,000. 

13 ‘‘(iii) M&A BROKER.—The term ‘M&A 

14 broker’ means a broker, and any person 

15 associated with a broker, engaged in the 

16 business of effecting securities transactions 

17 solely in connection with the transfer of 

18 ownership of an eligible privately held com19 pany, regardless of whether the broker acts 

20 on behalf of a seller or buyer, through the 

21 purchase, sale, exchange, issuance, repur22 chase, or redemption of, or a business com23 bination involving, securities or assets of 

24 the eligible privately held company, if the 

25 broker reasonably believes that— 


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1 ‘‘(I) upon consummation of the 

2 transaction, any person acquiring se3 curities or assets of the eligible pri4 vately held company, acting alone or 

5 in concert, will control and, directly or 

6 indirectly, will be active in the man7 agement of the eligible privately held 

8 company or the business conducted 

9 with the assets of the eligible privately 

10 held company; and 

11 ‘‘(II) if any person is offered se12 curities in exchange for securities or 

13 assets of the eligible privately held 

14 company, such person will, prior to 

15 becoming legally bound to consum16 mate the transaction, receive or have 

17 reasonable access to the most recent 

18 fiscal year-end financial statements of 

19 the issuer of the securities as custom20 arily prepared by the management of 

21 the issuer in the normal course of op22 erations and, if the financial state23 ments of the issuer are audited, re24 viewed, or compiled, any related state25 ment by the independent accountant, 


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1 a balance sheet dated not more than 

2 120 days before the date of the offer, 

3 and information pertaining to the 

4 management, business, results of op5 erations for the period covered by the 

6 foregoing financial statements, and 

7 material loss contingencies of the 

8 issuer. 

9 ‘‘(iv) PUBLIC SHELL COMPANY.—The 

10 term ‘public shell company’ is a company 

11 that at the time of a transaction with an 

12 eligible privately held company— 

13 ‘‘(I) has any class of securities 

14 registered, or required to be reg15 istered, with the Commission under 

16 section 12 or that is required to file 

17 reports pursuant to subsection (d); 

18 ‘‘(II) has no or nominal oper19 ations; and 

20 ‘‘(III) has— 

21 ‘‘(aa) no or nominal assets; 

22 ‘‘(bb) assets consisting solely 

23 of cash and cash equivalents; or 

24 ‘‘(cc) assets consisting of 

25 any amount of cash and cash 


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1 equivalents and nominal other as2 sets. 

3 ‘‘(F) INFLATION ADJUSTMENT.— 

4 ‘‘(i) IN GENERAL.—On the date that 

5 is 5 years after the date of the enactment 

6 of this paragraph, and every 5 years there7 after, each dollar amount in subparagraph 

8 (E)(ii)(II) shall be adjusted by— 

9 ‘‘(I) dividing the annual value of 

10 the Employment Cost Index For 

11 Wages and Salaries, Private Industry 

12 Workers (or any successor index), as 

13 published by the Bureau of Labor 

14 Statistics, for the calendar year pre15 ceding the calendar year in which the 

16 adjustment is being made by the an17 nual value of such index (or suc18 cessor) for the calendar year ending 

19 December 31, 2012; and 

20 ‘‘(II) multiplying such dollar 

21 amount by the quotient obtained 

22 under subclause (I). 

23 ‘‘(ii) ROUNDING.—Each dollar 

24 amount determined under clause (i) shall 


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1 be rounded to the nearest multiple of 

2 $100,000.’’. 

3 SEC. 402. EFFECTIVE DATE. 

4 This subtitle and any amendment made by this sub5 title shall take effect on the date that is 90 days after 

6 the date of the enactment of this Act. 

7 Subtitle B—Encouraging Employee 

8 Ownership 

9 SEC. 406. INCREASED THRESHOLD FOR DISCLOSURES RE10 LATING TO COMPENSATORY BENEFIT PLANS. 

11 Not later than 60 days after the date of the enact12 ment of this Act, the Securities and Exchange Commission 

13 shall revise section 230.701(e) of title 17, Code of Federal 

14 Regulations, so as to increase from $5,000,000 to 

15 $20,000,000 the aggregate sales price or amount of secu16 rities sold during any consecutive 12-month period in ex17 cess of which the issuer is required under such section to 

18 deliver an additional disclosure to investors. The Commis19 sion shall index for inflation such aggregate sales price 

20 or amount every 5 years to reflect the change in the Con21 sumer Price Index for All Urban Consumers published by 

22 the Bureau of Labor Statistics, rounding to the nearest 

23 $1,000,000. 


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1 Subtitle C—Small Company 

2 Disclosure Simplification 

3 SEC. 411. EXEMPTION FROM XBRL REQUIREMENTS FOR 

4 EMERGING GROWTH COMPANIES AND OTHER 

5 SMALLER COMPANIES. 

6 (a) EXEMPTION FOR EMERGING GROWTH COMPA7 NIES.—Emerging growth companies are exempted from 

8 the requirements to use Extensible Business Reporting 

9 Language (XBRL) for financial statements and other 

10 periodic reporting required to be filed with the Commis11 sion under the securities laws. Such companies may elect 

12 to use XBRL for such reporting. 

13 (b) EXEMPTION FOR OTHER SMALLER COMPA14 NIES.—Issuers with total annual gross revenues of less 

15 than $250,000,000 are exempt from the requirements to 

16 use XBRL for financial statements and other periodic re17 porting required to be filed with the Commission under 

18 the securities laws. Such issuers may elect to use XBRL 

19 for such reporting. An exemption under this subsection 

20 shall continue in effect until— 

21 (1) the date that is five years after the date of 

22 enactment of this Act; or 

23 (2) the date that is two years after a deter24 mination by the Commission, by order after con25 ducting the analysis required by section 3, that the 


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1 benefits of such requirements to such issuers out2 weigh the costs, but no earlier than three years after 

3 enactment of this Act. 

4 (c) MODIFICATIONS TO REGULATIONS.—Not later 

5 than 60 days after the date of enactment of this Act, the 

6 Commission shall revise its regulations under parts 229, 

7 230, 232, 239, 240, and 249 of title 17, Code of Federal 

8 Regulations, to reflect the exemptions set forth in sub9 sections (a) and (b). 

10 SEC. 412. ANALYSIS BY THE SEC. 

11 The Commission shall conduct an analysis of the 

12 costs and benefits to issuers described in section 411(b) 

13 of the requirements to use XBRL for financial statements 

14 and other periodic reporting required to be filed with the 

15 Commission under the securities laws. Such analysis shall 

16 include an assessment of— 

17 (1) how such costs and benefits may differ from 

18 the costs and benefits identified by the Commission 

19 in the order relating to interactive data to improve 

20 financial reporting (dated January 30, 2009; 74 

21 Fed. Reg. 6776) because of the size of such issuers; 

22 (2) the effects on efficiency, competition, capital 

23 formation, and financing and on analyst coverage of 

24 such issuers (including any such effects resulting 

25 from use of XBRL by investors); 


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1 (3) the costs to such issuers of— 

2 (A) submitting data to the Commission in 

3 XBRL; 

4 (B) posting data on the website of the 

5 issuer in XBRL; 

6 (C) software necessary to prepare, submit, 

7 or post data in XBRL; and 

8 (D) any additional consulting services or 

9 filing agent services; 

10 (4) the benefits to the Commission in terms of 

11 improved ability to monitor securities markets, as12 sess the potential outcomes of regulatory alter13 natives, and enhance investor participation in cor14 porate governance and promote capital formation; 

15 and 

16 (5) the effectiveness of standards in the United 

17 States for interactive filing data relative to the 

18 standards of international counterparts. 

19 SEC. 413. REPORT TO CONGRESS. 

20 Not later than one year after the date of enactment 

21 of this Act, the Commission shall provide the Committee 

22 on Financial Services of the House of Representatives and 

23 the Committee on Banking, Housing, and Urban Affairs 

24 of the Senate a report regarding— 


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1 (1) the progress in implementing XBRL report2 ing within the Commission; 

3 (2) the use of XBRL data by Commission offi4 cials; 

5 (3) the use of XBRL data by investors; 

6 (4) the results of the analysis required by sec7 tion 412; and 

8 (5) any additional information the Commission 

9 considers relevant for increasing transparency, de10 creasing costs, and increasing efficiency of regu11 latory filings with the Commission. 

12 SEC. 414. DEFINITIONS. 

13 As used in this subtitle, the terms ‘‘Commission’’, 

14 ‘‘emerging growth company’’, ‘‘issuer’’, and ‘‘securities 

15 laws’’ have the meanings given such terms in section 3 

16 of the Securities Exchange Act of 1934 (15 U.S.C. 78c). 

17 Subtitle D—Securities and Ex18 change Commission Overpay19 ment Credit 

20 SEC. 416. REFUNDING OR CREDITING OVERPAYMENT OF 

21 SECTION 31 FEES. 

22 (a) IN GENERAL.—Section 31 of the Securities Ex23 change Act of 1934 (15 U.S.C. 78ee) is amended by add24 ing at the end the following: 


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1 ‘‘(n) OVERPAYMENT.—If a national securities ex2 change or national securities association pays to the Com3 mission an amount in excess of fees and assessments due 

4 under this section and informs the Commission of such 

5 amount paid in excess within 10 years of the date of the 

6 payment, the Commission shall offset future fees and as7 sessments due by such exchange or association in an 

8 amount equal to such excess amount.’’. 

9 (b) APPLICABILITY.—The amendment made by this 

10 section shall apply to any fees and assessments paid be11 fore, on, or after the date of enactment of this section. 

12 Subtitle E—Fair Access to 

13 Investment Research 

14 SEC. 421. SAFE HARBOR FOR INVESTMENT FUND RE15 SEARCH. 

16 (a) EXPANSION OF THE SAFE HARBOR.—Not later 

17 than the end of the 45-day period beginning on the date 

18 of enactment of this Act, the Securities and Exchange 

19 Commission shall propose, and not later than the end of 

20 the 120-day period beginning on such date, the Commis21 sion shall adopt, upon such terms, conditions, or require22 ments as the Commission may determine necessary or ap23 propriate in the public interest, for the protection of inves24 tors, and for the promotion of capital formation, revisions 

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1 tions, to provide that a covered investment fund research 

2 report that is published or distributed by a broker or deal3 er— 

4 (1) shall be deemed, for purposes of sections 

5 2(a)(10) and 5(c) of the Securities Act of 1933 (15 

6 U.S.C. 77b(a)(10), 77e(c)), not to constitute an 

7 offer for sale or an offer to sell a security that is the 

8 subject of an offering pursuant to a registration 

9 statement that is effective, even if the broker or 

10 dealer is participating or will participate in the reg11 istered offering of the covered investment fund’s se12 curities; and 

13 (2) shall be deemed to satisfy the conditions of 

14 subsection (a)(1) or (a)(2) of section 230.139 of title 

15 17, Code of Federal Regulations, or any successor 

16 provisions, for purposes of the Commission’s rules 

17 and regulations under the Federal securities laws 

18 and the rules of any self-regulatory organization. 

19 (b) IMPLEMENTATION OF SAFE HARBOR.—In imple20 menting the safe harbor pursuant to subsection (a), the 

21 Commission shall— 

22 (1) not, in the case of a covered investment 

23 fund with a class of securities in substantially con24 tinuous distribution, condition the safe harbor on 

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1 tribution of a covered investment fund research re2 port constitutes such broker’s or dealer’s initiation 

3 or reinitiation of research coverage on such covered 

4 investment fund or its securities; 

5 (2) not— 

6 (A) require the covered investment fund to 

7 have been registered as an investment company 

8 under the Investment Company Act of 1940 

9 (15 U.S.C. 80a–1 et seq.) or subject to the re10 porting requirements of section 13 or 15(d) of 

11 the Securities Exchange Act of 1934 (15 

12 U.S.C. 78m, 78o(d)) for any period exceeding 

13 the period of time referenced under paragraph 

14 (a)(1)(i)(A)(1) of section 230.139 of title 17, 

15 Code of Federal Regulations; or 

16 (B) impose a minimum float provision ex17 ceeding that referenced in paragraph 

18 (a)(1)(i)(A)(1)(i) of section 230.139 of title 17, 

19 Code of Federal Regulations; 

20 (3) provide that a self-regulatory organization 

21 may not maintain or enforce any rule that would— 

22 (A) prohibit the ability of a member to 

23 publish or distribute a covered investment fund 

24 research report solely because the member is 

25 also participating in a registered offering or 


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1 other distribution of any securities of such cov2 ered investment fund; or 

3 (B) prohibit the ability of a member to 

4 participate in a registered offering or other dis5 tribution of securities of a covered investment 

6 fund solely because the member has published 

7 or distributed a covered investment fund re8 search report about such covered investment 

9 fund or its securities; and 

10 (4) provide that a covered investment fund re11 search report shall not be subject to section 24(b) of 

12 the Investment Company Act of 1940 (15 U.S.C. 

13 80a–24(b)) or the rules and regulations thereunder, 

14 except that such report may still be subject to such 

15 section and the rules and regulations thereunder to 

16 the extent that it is otherwise not subject to the con17 tent standards in the rules of any self-regulatory or18 ganization related to research reports, including 

19 those contained in the rules governing communica20 tions with the public regarding investment compa21 nies or substantially similar standards. 

22 (c) RULES OF CONSTRUCTION.—Nothing in this Act 

23 shall be construed as in any way limiting— 

24 (1) the applicability of the antifraud or 

25 antimanipulation provisions of the Federal securities 


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1 laws and rules adopted thereunder to a covered in2 vestment fund research report, including section 17 

3 of the Securities Act of 1933 (15 U.S.C. 77q), sec4 tion 34(b) of the Investment Company Act of 1940 

5 (15 U.S.C. 80a–33), and sections 9 and 10 of the 

6 Securities Exchange Act of 1934 (15 U.S.C. 78i, 

7 78j); or 

8 (2) the authority of any self-regulatory organi9 zation to examine or supervise a member’s practices 

10 in connection with such member’s publication or dis11 tribution of a covered investment fund research re12 port for compliance with applicable provisions of the 

13 Federal securities laws or self-regulatory organiza14 tion rules related to research reports, including those 

15 contained in rules governing communications with 

16 the public. 

17 (d) INTERIM EFFECTIVENESS OF SAFE HARBOR.— 

18 (1) IN GENERAL.—From and after the 120-day 

19 period beginning on the date of enactment of this 

20 Act, if the Commission has not adopted revisions to 

21 section 230.139 of title 17, Code of Federal Regula22 tions, as required by subsection (a), and until such 

23 time as the Commission has done so, a broker or 

24 dealer distributing or publishing a covered invest25 ment fund research report after such date shall be 


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1 able to rely on the provisions of section 230.139 of 

2 title 17, Code of Federal Regulations, and the 

3 broker or dealer’s publication of such report shall be 

4 deemed to satisfy the conditions of subsection (a)(1) 

5 or (a)(2) of section 230.139 of title 17, Code of Fed6 eral Regulations, if the covered investment fund that 

7 is the subject of such report satisfies the reporting 

8 history requirements (without regard to Form S–3 

9 or Form F–3 eligibility) and minimum float provi10 sions of such subsections for purposes of the Com11 mission’s rules and regulations under the Federal 

12 securities laws and the rules of any self-regulatory 

13 organization, as if revised and implemented in ac14 cordance with subsections (a) and (b). 

15 (2) STATUS OF COVERED INVESTMENT FUND.— 

16 After such period and until the Commission has 

17 adopted revisions to section 230.139 and FINRA 

18 has revised rule 2210, for purposes of subsection 

19 (c)(7)(O) of such rule, a covered investment fund 

20 shall be deemed to be a security that is listed on a 

21 national securities exchange and that is not subject 

22 to section 24(b) of the Investment Company Act of 

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1 in the scope of such section shall not be required to 

2 be filed with FINRA. 

3 (e) DEFINITIONS.—For purposes of this section: 

4 (1) The term ‘‘covered investment fund re5 search report’’ means a research report published or 

6 distributed by a broker or dealer about a covered in7 vestment fund or any securities issued by the cov8 ered investment fund, but not including a research 

9 report to the extent that it is published or distrib10 uted by the covered investment fund or any affiliate 

11 of the covered investment fund. 

12 (2) The term ‘‘covered investment fund’’ 

13 means— 

14 (A) an investment company registered 

15 under, or that has filed an election to be treated 

16 as a business development company under, the 

17 Investment Company Act of 1940 and that has 

18 filed a registration statement under the Securi19 ties Act of 1933 for the public offering of a 

20 class of its securities, which registration state21 ment has been declared effective by the Com22 mission; and 

23 (B) a trust or other person— 

24 (i) issuing securities in an offering 

25 registered under the Securities Act of 1933 


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1 and which class of securities is listed for 

2 trading on a national securities exchange; 

3 (ii) the assets of which consist pri4 marily of commodities, currencies, or deriv5 ative instruments that reference commod6 ities or currencies, or interests in the fore7 going; and 

8 (iii) that provides in its registration 

9 statement under the Securities Act of 1933 

10 that a class of its securities are purchased 

11 or redeemed, subject to conditions or limi12 tations, for a ratable share of its assets. 

13 (3) The term ‘‘FINRA’’ means the Financial 

14 Industry Regulatory Authority. 

15 (4) The term ‘‘research report’’ has the mean16 ing given that term under section 2(a)(3) of the Se17 curities Act of 1933 (15 U.S.C. 77b(a)(3)), except 

18 that such term shall not include an oral communica19 tion. 

20 (5) The term ‘‘self-regulatory organization’’ has 

21 the meaning given to that term under section 

22 3(a)(26) of the Securities Exchange Act of 1934 (15 

23 U.S.C. 78c(a)(26)). 


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1 Subtitle F—Accelerating Access to 

2 Capital 

3 SEC. 426. EXPANDED ELIGIBILITY FOR USE OF FORM S–3. 

4 Not later than 45 days after the date of the enact5 ment of this Act, the Securities and Exchange Commission 

6 shall revise Form S–3— 

7 (1) so as to permit securities to be registered 

8 pursuant to General Instruction I.B.1. of such form 

9 provided that either— 

10 (A) the aggregate market value of the vot11 ing and non-voting common equity held by non12 affiliates of the registrant is $75,000,000 or 

13 more; or 

14 (B) the registrant has at least one class of 

15 common equity securities listed and registered 

16 on a national securities exchange; and 

17 (2) so as to remove the requirement of para18 graph (c) from General Instruction I.B.6. of such 

19 form. 

20 Subtitle G—Enhancing the RAISE 

21 Act 

22 SEC. 431. CERTAIN ACCREDITED INVESTOR TRANS23 ACTIONS. 

24 Section 4 of the Securities Act of 1933 (15 U.S.C. 

25 77d) is amended— 


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1 (1) by amending subsection (d) to read as fol2 lows: 

3 ‘‘(d)(1) The transactions referred to in subsection 

4 (a)(7) are transactions where— 

5 ‘‘(A) each purchaser is an accredited investor, 

6 as that term is defined in section 230.501(a) of title 

7 17, Code of Federal Regulations (or any successor 

8 thereto); and 

9 ‘‘(B) if any securities sold in reliance on sub10 section (a)(7) are offered by means of any general 

11 solicitation or general advertising, all such sales are 

12 made through a platform available only to accredited 

13 investors. 

14 ‘‘(2) Securities sold in reliance on subsection (a)(7) 

15 shall be deemed to have been acquired in a transaction 

16 not involving any public offering. 

17 ‘‘(3) The exemption provided by this subsection shall 

18 not be available for a transaction where the seller is— 

19 ‘‘(A) an issuer, its subsidiaries or parent; 

20 ‘‘(B) an underwriter acting on behalf of the 

21 issuer, its subsidiaries or parent, which receives com22 pensation from the issuer with respect to such sale; 

23 or 

24 ‘‘(C) a dealer. 


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1 ‘‘(4) A transaction meeting the requirements of this 

2 subsection shall be deemed not to be a distribution for 

3 purposes of section 2(a)(11).’’; and 

4 (2) by striking subsection (e). 

5 Subtitle H—Small Business Credit 

6 Availability 

7 SEC. 436. BUSINESS DEVELOPMENT COMPANY OWNERSHIP 

8 OF SECURITIES OF INVESTMENT ADVISERS 

9 AND CERTAIN FINANCIAL COMPANIES. 

10 (a) IN GENERAL.—Section 60 of the Investment 

11 Company Act of 1940 (15 U.S.C. 80a–59) is amended— 

12 (1) by striking ‘‘Notwithstanding’’ and insert13 ing ‘‘(a) Notwithstanding’’; 

14 (2) by striking ‘‘except that the Commission 

15 shall not’’ and inserting the following: ‘‘except 

16 that— 

17 ‘‘(1) section 12 shall not apply to the pur18 chasing, otherwise acquiring, or holding by a busi19 ness development company of any security issued by, 

20 or any other interest in the business of, any person 

21 who is an investment adviser registered under title 

22 II of this Act, who is an investment adviser to an 

23 investment company, or who is an eligible portfolio 

24 company; and 

25 ‘‘(2) the Commission shall not’’; 


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1 (3) by adding at the end the following: 

2 ‘‘(b) Nothing in this section shall prevent the Com3 mission from issuing rules to address potential conflicts 

4 of interest between business development companies and 

5 investment advisers.’’. 

6 (b) DEFINITION OF ELIGIBLE PORTFOLIO COM7 PANY.—Section 2(a)(46)(B) of the Investment Company 

8 Act of 1940 (15 U.S.C. 80a–2(a)(46)(B)) is amended by 

9 inserting before the semicolon the following: ‘‘(unless it 

10 is described in paragraph (2), (3), (4), (5), (6), or (9) of 

11 such section)’’. 

12 (c) INVESTMENT THRESHOLD.—Section 55(a) of the 

13 Investment Company Act of 1940 is amended by inserting 

14 before the colon the following: ‘‘, provided that no more 

15 than 50 percent of its total assets are assets described 

16 in section 3(c)’’. 

17 SEC. 437. EXPANDING ACCESS TO CAPITAL FOR BUSINESS 

18 DEVELOPMENT COMPANIES. 

19 (a) IN GENERAL.—Section 61(a) of the Investment 

20 Company Act of 1940 (15 U.S.C. 80a–60(a)) is amend21 ed— 

22 (1) by redesignating paragraphs (2) through 

23 (4) as paragraphs (3) through (5), respectively; 

24 (2) by striking paragraph (1) and inserting the 

25 following: 


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1 ‘‘(1) Except as provided in paragraph (2), the 

2 asset coverage requirements of subparagraphs (A) 

3 and (B) of section 18(a)(1) (and any related rule 

4 promulgated under this Act) applicable to business 

5 development companies shall be 200 percent. 

6 ‘‘(2) The asset coverage requirements of sub7 paragraphs (A) and (B) of section 18(a)(1) and of 

8 subparagraphs (A) and (B) of section 18(a)(2) (and 

9 any related rule promulgated under this Act) appli10 cable to a business development company shall be 

11 150 percent if— 

12 ‘‘(A) within five business days of the ap13 proval of the adoption of the asset coverage re14 quirements described in clause (ii), the business 

15 development company discloses such approval 

16 and the date of its effectiveness in a Form 8– 

17 K filed with the Commission and in a notice on 

18 its website and discloses in its periodic filings 

19 made under section 13 of the Securities and 

20 Exchange Act of 1934 (15 U.S.C. 78m)— 

21 ‘‘(i) the aggregate value of the senior 

22 securities issued by such company and the 

23 asset coverage percentage as of the date of 

24 such company’s most recent financial 

25 statements; and 


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1 ‘‘(ii) that such company has adopted 

2 the asset coverage requirements of this 

3 subparagraph and the effective date of 

4 such requirements; 

5 ‘‘(B) with respect to a business develop6 ment company that issues equity securities that 

7 are registered on a national securities exchange, 

8 the periodic filings of the company under sec9 tion 13(a) of the Securities Exchange Act of 

10 1934 (15 U.S.C. 78m) include disclosures rea11 sonably designed to ensure that shareholders 

12 are informed of— 

13 ‘‘(i) the amount of indebtedness and 

14 asset coverage ratio of the company, deter15 mined as of the date of the financial state16 ments of the company dated on or most re17 cently before the date of such filing; and 

18 ‘‘(ii) the principal risk factors associ19 ated with such indebtedness, to the extent 

20 such risk is incurred by the company; and 

21 ‘‘(C)(i) the application of this paragraph to 

22 the company is approved by the required major23 ity (as defined in section 57(o)) of the directors 

24 of or general partners of such company who are 

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1 ment company, which application shall become 

2 effective on the date that is 1 year after the 

3 date of the approval, and, with respect to a 

4 business development company that issues eq5 uity securities that are not registered on a na6 tional securities exchange, the company extends, 

7 to each person who is a shareholder as of the 

8 date of the approval, an offer to repurchase the 

9 equity securities held by such person as of such 

10 approval date, with 25 percent of such securi11 ties to be repurchased in each of the four quar12 ters following such approval date; or 

13 ‘‘(ii) the company obtains, at a special or 

14 annual meeting of shareholders or partners at 

15 which a quorum is present, the approval of 

16 more than 50 percent of the votes cast of the 

17 application of this paragraph to the company, 

18 which application shall become effective on the 

19 date immediately after the date of the ap20 proval.’’; 

21 (3) in paragraph (3) (as redesignated), by in22 serting ‘‘or which is a stock’’ after ‘‘indebtedness’’; 

23 (4) in subparagraph (A) of paragraph (4) (as 

24 redesignated)— 


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1 (A) in the matter preceding clause (i), by 

2 striking ‘‘voting’’; and 

3 (B) by amending clause (iii) to read as fol4 lows: 

5 ‘‘(iii) the exercise or conversion price 

6 at the date of issuance of such warrants, 

7 options, or rights is not less than— 

8 ‘‘(I) the market value of the se9 curities issuable upon the exercise of 

10 such warrants, options, or rights at 

11 the date of issuance of such warrants, 

12 options, or rights; or 

13 ‘‘(II) if no such market value ex14 ists, the net asset value of the securi15 ties issuable upon the exercise of such 

16 warrants, options, or rights at the 

17 date of issuance of such warrants, op18 tions, or rights; and’’; and 

19 (5) by adding at the end the following: 

20 ‘‘(6)(A) Except as provided in subparagraph 

21 (B), the following shall not apply to a business de22 velopment company: 

23 ‘‘(i) Subparagraphs (C) and (D) of section 

24 18(a)(2). 


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1 ‘‘(ii) Subparagraph (E) of section 18(a)(2), 

2 to the extent such subparagraph requires any 

3 priority over any other class of stock as to dis4 tribution of assets upon liquidation. 

5 ‘‘(iii) With respect to a senior security 

6 which is a stock, subsections (c) and (i) of sec7 tion 18. 

8 ‘‘(B) Subparagraph (A) shall not apply with re9 spect to preferred stock issued to a person who is 

10 not known by the company to be a qualified institu11 tional buyer (as defined in section 3(a) of the Secu12 rities Exchange Act of 1934).’’. 

13 (b) CONFORMING AMENDMENTS.—The Investment 

14 Company Act of 1940 (15 U.S.C. 80a–1 et seq.) is amend15 ed— 

16 (1) in section 57— 

17 (A) in subsection (j)(1), by striking ‘‘sec18 tion 61(a)(3)(B)’’ and inserting ‘‘section 

19 61(a)(4)(B)’’; and 

20 (B) in subsection (n)(2), by striking ‘‘sec21 tion 61(a)(3)(B)’’ and inserting ‘‘section 

22 61(a)(4)(B)’’; and 

23 (2) in section 63(3), by striking ‘‘section 

24 61(a)(3)’’ and inserting ‘‘section 61(a)(4)’’. 


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1 SEC. 438. PARITY FOR BUSINESS DEVELOPMENT COMPA2 NIES REGARDING OFFERING AND PROXY 

3 RULES. 

4 (a) REVISION TO RULES.—Not later than 1 year 

5 after the date of enactment of this Act, the Securities and 

6 Exchange Commission shall revise any rules to the extent 

7 necessary to allow a business development company that 

8 has filed an election pursuant to section 54 of the Invest9 ment Company Act of 1940 (15 U.S.C. 80a–53) to use 

10 the securities offering and proxy rules that are available 

11 to other issuers that are required to file reports under sec12 tion 13 or section 15(d) of the Securities Exchange Act 

13 of 1934 (15 U.S.C. 78m; 78o(d)). Any action that the 

14 Commission takes pursuant to this subsection shall in15 clude the following: 

16 (1) The Commission shall revise rule 405 under 

17 the Securities Act of 1933 (17 CFR 230.405)— 

18 (A) to remove the exclusion of a business 

19 development company from the definition of a 

20 well-known seasoned issuer provided by that 

21 rule; and 

22 (B) to add registration statements filed on 

23 Form N–2 to the definition of automatic shelf 

24 registration statement provided by that rule. 

25 (2) The Commission shall revise rules 168 and 

26 169 under the Securities Act of 1933 (17 CFR 


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1 230.168 and 230.169) to remove the exclusion of a 

2 business development company from an issuer that 

3 can use the exemptions provided by those rules. 

4 (3) The Commission shall revise rules 163 and 

5 163A under the Securities Act of 1933 (17 CFR 

6 230.163 and 230.163A) to remove a business devel7 opment company from the list of issuers that are in8 eligible to use the exemptions provided by those 

9 rules. 

10 (4) The Commission shall revise rule 134 under 

11 the Securities Act of 1933 (17 CFR 230.134) to re12 move the exclusion of a business development com13 pany from that rule. 

14 (5) The Commission shall revise rules 138 and 

15 139 under the Securities Act of 1933 (17 CFR 

16 230.138 and 230.139) to specifically include a busi17 ness development company as an issuer to which 

18 those rules apply. 

19 (6) The Commission shall revise rule 164 under 

20 the Securities Act of 1933 (17 CFR 230.164) to re21 move a business development company from the list 

22 of issuers that are excluded from that rule. 

23 (7) The Commission shall revise rule 433 under 

24 the Securities Act of 1933 (17 CFR 230.433) to 

25 specifically include a business development company 


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1 that is a well-known seasoned issuer as an issuer to 

2 which that rule applies. 

3 (8) The Commission shall revise rule 415 under 

4 the Securities Act of 1933 (17 CFR 230.415)— 

5 (A) to state that the registration for secu6 rities provided by that rule includes securities 

7 registered by a business development company 

8 on Form N–2; and 

9 (B) to provide an exception for a business 

10 development company from the requirement 

11 that a Form N–2 registrant must furnish the 

12 undertakings required by item 34.4 of Form N– 

13 2. 

14 (9) The Commission shall revise rule 497 under 

15 the Securities Act of 1933 (17 CFR 230.497) to in16 clude a process for a business development company 

17 to file a form of prospectus that is parallel to the 

18 process for filing a form of prospectus under rule 

19 424(b). 

20 (10) The Commission shall revise rules 172 and 

21 173 under the Securities Act of 1933 (17 CFR 

22 230.172 and 230.173) to remove the exclusion of an 

23 offering of a business development company from 

24 those rules. 


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1 (11) The Commission shall revise rule 418 

2 under the Securities Act of 1933 (17 CFR 230.418) 

3 to provide that a business development company 

4 that would otherwise meet the eligibility require5 ments of General Instruction I.A of Form S–3 shall 

6 be exempt from paragraph (a)(3) of that rule. 

7 (12) The Commission shall revise rule 14a–101 

8 under the Securities Exchange Act of 1934 (17 CFR 

9 240.14a–101) to provide that a business develop10 ment company that would otherwise meet the re11 quirements of General Instruction I.A of Form S–3 

12 shall be deemed to meet the requirements of Form 

13 S–3 for purposes of Schedule 14A. 

14 (13) The Commission shall revise rule 103 

15 under Regulation FD (17 CFR 243.103) to provide 

16 that paragraph (a) of that rule applies for purposes 

17 of Form N–2. 

18 (b) REVISION TO FORM N–2.—Not later than 1 year 

19 after the date of enactment of this Act, the Commission 

20 shall revise Form N–2— 

21 (1) to include an item or instruction that is 

22 similar to item 12 on Form S–3 to provide that a 

23 business development company that would otherwise 

24 meet the requirements of Form S–3 shall incor25 porate by reference its reports and documents filed 


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1 under the Securities Exchange Act of 1934 into its 

2 registration statement filed on Form N–2; and 

3 (2) to include an item or instruction that is 

4 similar to the instruction regarding automatic shelf 

5 offerings by well-known seasoned issuers on Form 

6 S–3 to provide that a business development company 

7 that is a well-known seasoned issuer may file auto8 matic shelf offerings on Form N–2. 

9 (c) TREATMENT IF REVISIONS NOT COMPLETED IN

10 TIMELY MANNER.—If the Commission fails to complete 

11 the revisions required by subsections (a) and (b) by the 

12 time required by such subsections, a business development 

13 company shall be entitled to treat such revisions as having 

14 been completed in accordance with the actions required to 

15 be taken by the Commission by such subsections until such 

16 time as such revisions are completed by the Commission. 

17 (d) RULE OF CONSTRUCTION.—Any reference in this 

18 section to a rule or form means such rule or form or any 

19 successor rule or form. 

20 Subtitle I—Fostering Innovation 

21 SEC. 441. TEMPORARY EXEMPTION FOR LOW-REVENUE 

22 ISSUERS. 

23 Section 404 of the Sarbanes-Oxley Act of 2002 (15 

24 U.S.C. 7262) is amended by adding at the end the fol25 lowing: 


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1 ‘‘(d) TEMPORARY EXEMPTION FOR LOW-REVENUE

2 ISSUERS.— 

3 ‘‘(1) LOW-REVENUE EXEMPTION.—Subsection 

4 (b) shall not apply with respect to an audit report 

5 prepared for an issuer that— 

6 ‘‘(A) ceased to be an emerging growth 

7 company on the last day of the fiscal year of 

8 the issuer following the fifth anniversary of the 

9 date of the first sale of common equity securi10 ties of the issuer pursuant to an effective reg11 istration statement under the Securities Act of 

12 1933; 

13 ‘‘(B) had average annual gross revenues of 

14 less than $50,000,000 as of its most recently 

15 completed fiscal year; and 

16 ‘‘(C) is not a large accelerated filer. 

17 ‘‘(2) EXPIRATION OF TEMPORARY EXEMP18 TION.—An issuer ceases to be eligible for the exemp19 tion described under paragraph (1) at the earliest 

20 of— 

21 ‘‘(A) the last day of the fiscal year of the 

22 issuer following the tenth anniversary of the 

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1 istration statement under the Securities Act of 

2 1933; 

3 ‘‘(B) the last day of the fiscal year of the 

4 issuer during which the average annual gross 

5 revenues of the issuer exceed $50,000,000; or 

6 ‘‘(C) the date on which the issuer becomes 

7 a large accelerated filer. 

8 ‘‘(3) DEFINITIONS.—For purposes of this sub9 section: 

10 ‘‘(A) AVERAGE ANNUAL GROSS REVE11 NUES.—The term ‘average annual gross reve12 nues’ means the total gross revenues of an 

13 issuer over its most recently completed three 

14 fiscal years divided by three. 

15 ‘‘(B) EMERGING GROWTH COMPANY.—The 

16 term ‘emerging growth company’ has the mean17 ing given such term under section 3 of the Se18 curities Exchange Act of 1934 (15 U.S.C. 78c). 

19 ‘‘(C) LARGE ACCELERATED FILER.—The 

20 term ‘large accelerated filer’ has the meaning 

21 given that term under section 240.12b–2 of title 

22 17, Code of Federal Regulations, or any suc23 cessor thereto.’’. 


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1 Subtitle J—Small Business Capital 

2 Formation Enhancement 

3 SEC. 446. ANNUAL REVIEW OF GOVERNMENT-BUSINESS 

4 FORUM ON CAPITAL FORMATION. 

5 Section 503 of the Small Business Investment Incen6 tive Act of 1980 (15 U.S.C. 80c–1) is amended by adding 

7 at the end the following: 

8 ‘‘(e) The Commission shall— 

9 ‘‘(1) review the findings and recommendations 

10 of the forum; and 

11 ‘‘(2) each time the forum submits a finding or 

12 recommendation to the Commission, promptly issue 

13 a public statement— 

14 ‘‘(A) assessing the finding or recommenda15 tion of the forum; and 

16 ‘‘(B) disclosing the action, if any, the Com17 mission intends to take with respect to the find18 ing or recommendation.’’. 

19 Subtitle K—Helping Angels Lead 

20 Our Startups 

21 SEC. 451. DEFINITION OF ANGEL INVESTOR GROUP. 

22 As used in this subtitle, the term ‘‘angel investor 

23 group’’ means any group that— 


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1 (1) is composed of accredited investors inter2 ested in investing personal capital in early-stage 

3 companies; 

4 (2) holds regular meetings and has defined 

5 processes and procedures for making investment de6 cisions, either individually or among the membership 

7 of the group as a whole; and 

8 (3) is neither associated nor affiliated with bro9 kers, dealers, or investment advisers. 

10 SEC. 452. CLARIFICATION OF GENERAL SOLICITATION. 

11 (a) IN GENERAL.—Not later than 6 months after the 

12 date of enactment of this Act, the Securities and Ex13 change Commission shall revise Regulation D of its rules 

14 (17 CFR 230.500 et seq.) to require that in carrying out 

15 the prohibition against general solicitation or general ad16 vertising contained in section 230.502(c) of title 17, Code 

17 of Federal Regulations, the prohibition shall not apply to 

18 a presentation or other communication made by or on be19 half of an issuer which is made at an event— 

20 (1) sponsored by— 

21 (A) the United States or any territory 

22 thereof, by the District of Columbia, by any 

23 State, by a political subdivision of any State or 

24 territory, or by any agency or public instrumen25 tality of any of the foregoing; 


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1 (B) a college, university, or other institu2 tion of higher education; 

3 (C) a nonprofit organization; 

4 (D) an angel investor group; 

5 (E) a venture forum, venture capital asso6 ciation, or trade association; or 

7 (F) any other group, person or entity as 

8 the Securities and Exchange Commission may 

9 determine by rule; 

10 (2) where any advertising for the event does not 

11 reference any specific offering of securities by the 

12 issuer; 

13 (3) the sponsor of which— 

14 (A) does not make investment rec15 ommendations or provide investment advice to 

16 event attendees; 

17 (B) does not engage in an active role in 

18 any investment negotiations between the issuer 

19 and investors attending the event; 

20 (C) does not charge event attendees any 

21 fees other than administrative fees; and 

22 (D) does not receive any compensation 

23 with respect to such event that would require 

24 registration of the sponsor as a broker or a 

25 dealer under the Securities Exchange Act of 


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1 1934, or as an investment advisor under the In2 vestment Advisers Act of 1940; and 

3 (4) where no specific information regarding an 

4 offering of securities by the issuer is communicated 

5 or distributed by or on behalf of the issuer, other 

6 than— 

7 (A) that the issuer is in the process of of8 fering securities or planning to offer securities; 

9 (B) the type and amount of securities 

10 being offered; 

11 (C) the amount of securities being offered 

12 that have already been subscribed for; and 

13 (D) the intended use of proceeds of the of14 fering. 

15 (b) RULE OF CONSTRUCTION.—Subsection (a) may 

16 only be construed as requiring the Securities and Ex17 change Commission to amend the requirements of Regula18 tion D with respect to presentations and communications, 

19 and not with respect to purchases or sales. 

20 Subtitle L—Main Street Growth 

21 SEC. 456. VENTURE EXCHANGES. 

22 (a) SECURITIES EXCHANGE ACT OF 1934.—Section 

23 6 of the Securities Exchange Act of 1934 (15 U.S.C. 78f) 

24 is amended by adding at the end the following: 

25 ‘‘(m) VENTURE EXCHANGE.— 


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1 ‘‘(1) REGISTRATION.— 

2 ‘‘(A) IN GENERAL.—A national securities 

3 exchange may elect to be treated (or for a list4 ing tier of such exchange to be treated) as a 

5 venture exchange by notifying the Commission 

6 of such election, either at the time the exchange 

7 applies to be registered as a national securities 

8 exchange or after registering as a national secu9 rities exchange. 

10 ‘‘(B) DETERMINATION TIME PERIOD.— 

11 With respect to a securities exchange electing to 

12 be treated (or for a listing tier of such exchange 

13 to be treated) as a venture exchange— 

14 ‘‘(i) at the time the exchange applies 

15 to be registered as a national securities ex16 change, such application and election shall 

17 be deemed to have been approved by the 

18 Commission unless the Commission denies 

19 such application before the end of the 6- 

20 month period beginning on the date the 

21 Commission received such application; and 

22 ‘‘(ii) after registering as a national se23 curities exchange, such election shall be 

24 deemed to have been approved by the Com25 mission unless the Commission denies such 


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1 approval before the end of the 6-month pe2 riod beginning on the date the Commission 

3 received notification of such election. 

4 ‘‘(2) POWERS AND RESTRICTIONS.—A venture 

5 exchange— 

6 ‘‘(A) may only constitute, maintain, or pro7 vide a market place or facilities for bringing to8 gether purchasers and sellers of venture securi9 ties; 

10 ‘‘(B) may determine the increment to be 

11 used for quoting and trading venture securities 

12 on the exchange; 

13 ‘‘(C) shall disseminate last sale and 

14 quotation information on terms that are fair 

15 and reasonable and not unreasonably discrimi16 natory; 

17 ‘‘(D) may choose to carry out periodic auc18 tions for the sale of a venture security instead 

19 of providing continuous trading of the venture 

20 security; and 

21 ‘‘(E) may not extend unlisted trading 

22 privileges to any venture security. 

23 ‘‘(3) EXEMPTIONS FROM CERTAIN NATIONAL

24 SECURITY EXCHANGE REGULATIONS.—A venture ex25 change shall not be required to— 


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1 ‘‘(A) comply with any of sections 242.600 

2 through 242.612 of title 17, Code of Federal 

3 Regulations; 

4 ‘‘(B) comply with any of sections 242.300 

5 through 242.303 of title 17, Code of Federal 

6 Regulations; 

7 ‘‘(C) submit any data to a securities infor8 mation processor; or 

9 ‘‘(D) use decimal pricing. 

10 ‘‘(4) TREATMENT OF CERTAIN EXEMPTED SE11 CURITIES.—A security that is exempt from registra12 tion pursuant to section 3(b) of the Securities Act 

13 of 1933 shall be exempt from section 12(a) of this 

14 title with respect to the trading of such security on 

15 a venture exchange, if the issuer of such security is 

16 in compliance with all disclosure obligations of such 

17 section 3(b) and the regulations issued under such 

18 section. 

19 ‘‘(5) DEFINITIONS.—For purposes of this sub20 section: 

21 ‘‘(A) EARLY-STAGE, GROWTH COMPANY.— 

22 ‘‘(i) IN GENERAL.—The term ‘early23 stage, growth company’ means an issuer— 


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1 ‘‘(I) that has not made an initial 

2 public offering of any securities of the 

3 issuer; and 

4 ‘‘(II) with a market capitalization 

5 of $1,000,000,000 (as such amount is 

6 indexed for inflation every 5 years by 

7 the Commission to reflect the change 

8 in the Consumer Price Index for All 

9 Urban Consumers published by the 

10 Bureau of Labor Statistics, setting 

11 the threshold to the nearest 

12 $1,000,000) or less. 

13 ‘‘(ii) TREATMENT WHEN MARKET

14 CAPITALIZATION EXCEEDS THRESHOLD.— 

15 ‘‘(I) IN GENERAL.—In the case 

16 of an issuer that is an early-stage, 

17 growth company the securities of 

18 which are traded on a venture ex19 change, such issuer shall not cease to 

20 be an early-stage, growth company by 

21 reason of the market capitalization of 

22 such issuer exceeding the threshold 

23 specified in clause (i)(II) until the end 

24 of the period of 24 consecutive 

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1 italization of such issuer exceeds 

2 $2,000,000,000 (as such amount is 

3 indexed for inflation every 5 years by 

4 the Commission to reflect the change 

5 in the Consumer Price Index for All 

6 Urban Consumers published by the 

7 Bureau of Labor Statistics, setting 

8 the threshold to the nearest 

9 $1,000,000). 

10 ‘‘(II) EXEMPTIONS.—If an issuer 

11 would cease to be an early-stage, 

12 growth company under subclause (I), 

13 the venture exchange may, at the re14 quest of the issuer, exempt the issuer 

15 from the market capitalization re16 quirements of this subparagraph for 

17 the 1-year period that begins on the 

18 day after the end of the 24-month pe19 riod described in such subclause. The 

20 venture exchange may, at the request 

21 of the issuer, extend the exemption for 

22 1 additional year. 

23 ‘‘(B) VENTURE SECURITY.—The term 

24 ‘venture security’ means— 


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1 ‘‘(i) securities of an early-stage, 

2 growth company that are exempt from reg3 istration pursuant to section 3(b) of the 

4 Securities Act of 1933; and 

5 ‘‘(ii) securities of an emerging growth 

6 company.’’. 

7 (b) SECURITIES ACT OF 1933.—Section 18(b)(1) of 

8 the Securities Act of 1933 (15 U.S.C. 77r(b)(1)) is 

9 amended— 

10 (1) in subparagraph (B), by striking ‘‘or’’ at 

11 the end; 

12 (2) in subparagraph (C), by striking the period 

13 and inserting ‘‘; or’’; and 

14 (3) by adding at the end the following: 

15 ‘‘(D) a venture security, as defined under 

16 section 6(m)(5) of the Securities Exchange Act 

17 of 1934.’’. 

18 (c) SENSE OF CONGRESS.—It is the sense of the Con19 gress that the Securities and Exchange Commission 

20 should— 

21 (1) when necessary or appropriate in the public 

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1 change Act of 1934 (15 U.S.C. 78mm) with respect 

2 to the provisions added by this section; and 

3 (2) if the Commission determines appropriate, 

4 create an Office of Venture Exchanges within the 

5 Commission’s Division of Trading and Markets. 

6 (d) RULE OF CONSTRUCTION.—Nothing in this sec7 tion or the amendments made by this section shall be con8 strued to impair or limit the construction of the antifraud 

9 provisions of the securities laws (as defined in section 3(a) 

10 of the Securities Exchange Act of 1934 (15 U.S.C. 

11 78c(a))) or the authority of the Securities and Exchange 

12 Commission under those provisions. 

13 (e) EFFECTIVE DATE FOR TIERS OF EXISTING NA14 TIONAL SECURITIES EXCHANGES.—In the case of a secu15 rities exchange that is registered as a national securities 

16 exchange under section 6 of the Securities Exchange Act 

17 of 1934 (15 U.S.C. 78f) on the date of the enactment of 

18 this Act, any election for a listing tier of such exchange 

19 to be treated as a venture exchange under subsection (m) 

20 of such section shall not take effect before the date that 

21 is 180 days after such date of enactment. 


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1 Subtitle M—Micro Offering Safe 

2 Harbor 

3 SEC. 461. EXEMPTIONS FOR MICRO-OFFERINGS. 

4 (a) IN GENERAL.—Section 4 of the Securities Act of 

5 1933 (15 U.S.C. 77d) is amended— 

6 (1) in subsection (a), by adding at the end the 

7 following: 

8 ‘‘(8) transactions meeting the requirements of 

9 subsection (e).’’; and 

10 (2) as amended by section 431(2), by inserting 

11 after subsection (d) the following: 

12 ‘‘(e) CERTAIN MICRO-OFFERINGS.—The transactions 

13 referred to in subsection (a)(8) are transactions involving 

14 the sale of securities by an issuer (including all entities 

15 controlled by or under common control with the issuer) 

16 that meet all of the following requirements: 

17 ‘‘(1) PRE-EXISTING RELATIONSHIP.—Each pur18 chaser has a substantive pre-existing relationship 

19 with an officer of the issuer, a director of the issuer, 

20 or a shareholder holding 10 percent or more of the 

21 shares of the issuer. 

22 ‘‘(2) 35 OR FEWER PURCHASERS.—There are 

23 no more than, or the issuer reasonably believes that 

24 there are no more than, 35 purchasers of securities 

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1 emption provided under subsection (a)(8) during the 

2 12-month period preceding such transaction. 

3 ‘‘(3) SMALL OFFERING AMOUNT.—The aggre4 gate amount of all securities sold by the issuer, in5 cluding any amount sold in reliance on the exemp6 tion provided under subsection (a)(8), during the 12- 

7 month period preceding such transaction, does not 

8 exceed $500,000.’’. 

9 (b) EXEMPTION UNDER STATE REGULATIONS.—Sec10 tion 18(b)(4) of the Securities Act of 1933 (15 U.S.C. 

11 77r(b)(4)) is amended— 

12 (1) in subparagraph (F), by striking ‘‘or’’ at 

13 the end; 

14 (2) in subparagraph (G), by striking the period 

15 and inserting ‘‘; or’’; and 

16 (3) by adding at the end the following: 

17 ‘‘(H) section 4(a)(8).’’. 

18 Subtitle N—Private Placement 

19 Improvement 

20 SEC. 466. REVISIONS TO SEC REGULATION D. 

21 Not later than 45 days following the date of the en22 actment of this Act, the Securities and Exchange Commis23 sion shall revise Regulation D (17 CFR 501 et seq.) in 

24 accordance with the following: 


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1 (1) The Commission shall revise Form D filing 

2 requirements to require an issuer offering or selling 

3 securities in reliance on an exemption provided 

4 under Rule 506 of Regulation D to file with the 

5 Commission a single notice of sales containing the 

6 information required by Form D for each new offer7 ing of securities no earlier than 15 days after the 

8 date of the first sale of securities in the offering. 

9 The Commission shall not require such an issuer to 

10 file any notice of sales containing the information re11 quired by Form D except for the single notice de12 scribed in the previous sentence. 

13 (2) The Commission shall make the information 

14 contained in each Form D filing available to the se15 curities commission (or any agency or office per16 forming like functions) of each State and territory of 

17 the United States and the District of Columbia. 

18 (3) The Commission shall not condition the 

19 availability of any exemption for an issuer under 

20 Rule 506 of Regulation D (17 CFR 230.506) on the 

21 issuer’s or any other person’s filing with the Com22 mission of a Form D or any similar report. 

23 (4) The Commission shall not require issuers to 

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1 ing, except when the Commission requests such ma2 terials pursuant to the Commission’s authority 

3 under section 8A or section 20 of the Securities Act 

4 of 1933 (15 U.S.C. 77h–1 or 77t) or section 9, 

5 10(b), 21A, 21B, or 21C of the Securities Exchange 

6 Act of 1934 (15 U.S.C. 78i, 78j(b), 78u–1, 78u–2, 

7 or 78u–3). 

8 (5) The Commission shall not extend the re9 quirements contained in Rule 156 to private funds. 

10 (6) The Commission shall revise Rule 501(a) of 

11 Regulation D to provide that a person who is a 

12 ‘‘knowledgeable employee’’ of a private fund or the 

13 fund’s investment adviser, as defined in Rule 3c– 

14 5(a)(4) (17 CFR 270.3c–5(a)(4)), shall be an ac15 credited investor for purposes of a Rule 506 offering 

16 of a private fund with respect to which the person 

17 is a knowledgeable employee. 

18 Subtitle O—Supporting America’s 

19 Innovators 

20 SEC. 471. INVESTOR LIMITATION FOR QUALIFYING VEN21 TURE CAPITAL FUNDS. 

22 Section 3(c)(1) of the Investment Company Act of 

23 1940 (15 U.S.C. 80a–3(c)(1)) is amended— 


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1 (1) by inserting after ‘‘one hundred persons’’ 

2 the following: ‘‘(or, with respect to a qualifying ven3 ture capital fund, 500 persons)’’; and 

4 (2) by adding at the end the following: 

5 ‘‘(C) The term ‘qualifying venture capital 

6 fund’ means any venture capital fund (as de7 fined pursuant to section 203(l)(1) of the In8 vestment Advisers Act of 1940 (15 U.S.C. 80b– 

9 3(l)(1)) with no more than $50,000,000 in ag10 gregate capital contributions and uncalled com11 mitted capital, as such dollar amount is annu12 ally adjusted by the Commission to reflect the 

13 change in the Consumer Price Index for All 

14 Urban Consumers published by the Bureau of 

15 Labor Statistics of the Department of Labor.’’. 

16 Subtitle P—Fix Crowdfunding 

17 SEC. 476. CROWDFUNDING EXEMPTION. 

18 (a) SECURITIES ACT OF 1933.—Section 4(a) of the 

19 Securities Act of 1933 (15 U.S.C. 77d) is amended by 

20 striking paragraph (6) and inserting the following: 

21 ‘‘(6) transactions involving the offer or sale of 

22 securities by an issuer, provided that— 

23 ‘‘(A) in the case of a transaction involving 

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1 vestor, such intermediary complies with the re2 quirements under section 4A(a); and 

3 ‘‘(B) in the case of a transaction not in4 volving an intermediary between the issuer and 

5 the investor, the issuer complies with the re6 quirements under section 4A(b).’’. 

7 (b) REQUIREMENTS TO QUALIFY FOR

8 CROWDFUNDING EXEMPTION.—Section 4A of the Securi9 ties Act of 1933 (15 U.S.C. 77d–1) is amended to read 

10 as follows: 

11 ‘‘SEC. 4A. REQUIREMENTS WITH RESPECT TO CERTAIN 

12 SMALL TRANSACTIONS. 

13 ‘‘(a) REQUIREMENTS ON INTERMEDIARIES.—For 

14 purposes of section 4(a)(6), a person acting as an inter15 mediary in a transaction involving the offer or sale of secu16 rities shall comply with the requirements of this subsection 

17 if the intermediary— 

18 ‘‘(1) warns investors, including on the 

19 intermediary’s website used for the offer and sale of 

20 such securities, of the speculative nature generally 

21 applicable to investments in startups, emerging busi22 nesses, and small issuers, including risks in the sec23 ondary market related to illiquidity; 


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1 ‘‘(2) warns investors that they are subject to 

2 the restriction on sales requirement described under 

3 subsection (e); 

4 ‘‘(3) takes reasonable measures to reduce the 

5 risk of fraud with respect to such transaction; 

6 ‘‘(4) registers with the Commission and the Fi7 nancial Industry Regulatory Authority, including by 

8 providing the Commission with the intermediary’s 

9 physical address, website address, and the names of 

10 the intermediary and employees of the intermediary, 

11 and keep such information up-to-date; 

12 ‘‘(5) provides the Commission with continuous 

13 investor-level access to the intermediary’s website; 

14 ‘‘(6) requires each potential investor to answer 

15 questions demonstrating— 

16 ‘‘(A) an understanding of the level of risk 

17 generally applicable to investments in startups, 

18 emerging businesses, and small issuers; 

19 ‘‘(B) an understanding of the risk of 

20 illiquidity; and 

21 ‘‘(C) such other areas as the Commission 

22 may determine appropriate by rule or regula23 tion, including information relating to the own24 ers’ and management’s experience, and any reVerDate Sep 11 2014 22:41 Jun 13, 2017 Jkt 069200 PO 00000 Frm 00239 Fmt 6652 Sfmt 6201 E:\BILLS\H10.RFS H10

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1 lated party transactions and conflicts of inter2 est; 

3 ‘‘(7) carries out a background check on the 

4 issuer’s principals; 

5 ‘‘(8) provides the Commission and potential in6 vestors with notice of the offering not less than 10 

7 days prior to such offering, not later than the first 

8 day securities are offered to potential investors, in9 cluding— 

10 ‘‘(A) the issuer’s name, legal status, phys11 ical address, and website address; 

12 ‘‘(B) the names of the issuer’s principals; 

13 ‘‘(C) the stated purpose and intended use 

14 of the proceeds of the offering sought by the 

15 issuer; and 

16 ‘‘(D) the target offering amount and the 

17 deadline to reach the target offering amount; 

18 ‘‘(9) outsources cash-management functions to 

19 a qualified third party custodian, such as a broker 

20 or dealer registered under section 15(b)(1) of the 

21 Securities Exchange Act of 1934, a trust company, 

22 or an insured depository institution; 

23 ‘‘(10) makes available on the intermediary’s 

24 website a method of communication that permits the 


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1 issuer and investors to communicate with one an2 other; and 

3 ‘‘(11) provides the Commission with a notice 

4 upon completion of the offering, which shall include 

5 the aggregate offering amount and the number of 

6 purchasers. 

7 ‘‘(b) REQUIREMENTS ON ISSUERS IF NO INTER8 MEDIARY.—For purposes of section 4(a)(6), an issuer who 

9 offers or sells securities without an intermediary shall 

10 comply with the requirements of this subsection if the 

11 issuer— 

12 ‘‘(1) warns investors, including on the issuer’s 

13 website, of the speculative nature generally applica14 ble to investments in startups, emerging businesses, 

15 and small issuers, including risks in the secondary 

16 market related to illiquidity; 

17 ‘‘(2) warns investors that they are subject to 

18 the restriction on sales requirement described under 

19 subsection (e); 

20 ‘‘(3) takes reasonable measures to reduce the 

21 risk of fraud with respect to such transaction; 

22 ‘‘(4) provides the Commission with the issuer’s 

23 physical address, website address, and the names of 

24 the principals and employees of the issuers, and 

25 keeps such information up-to-date; 


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1 ‘‘(5) provides the Commission with continuous 

2 investor-level access to the issuer’s website; 

3 ‘‘(6) requires each potential investor to answer 

4 questions demonstrating— 

5 ‘‘(A) an understanding of the level of risk 

6 generally applicable to investments in startups, 

7 emerging businesses, and small issuers; 

8 ‘‘(B) an understanding of the risk of 

9 illiquidity; and 

10 ‘‘(C) such other areas as the Commission 

11 may determine appropriate by rule or regula12 tion; 

13 ‘‘(7) provides the Commission with notice of the 

14 offering not less than 10 days prior to such offering, 

15 not later than the first day securities are offered to 

16 potential investors, including— 

17 ‘‘(A) the stated purpose and intended use 

18 of the proceeds of the offering sought by the 

19 issuer; and 

20 ‘‘(B) the target offering amount and the 

21 deadline to reach the target offering amount; 

22 ‘‘(8) outsources cash-management functions to 

23 a qualified third party custodian, such as a broker 

24 or dealer registered under section 15(b)(1) of the 


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1 Securities Exchange Act of 1934, a trust company, 

2 or an insured depository institution; 

3 ‘‘(9) makes available on the issuer’s website a 

4 method of communication that permits the issuer 

5 and investors to communicate with one another; 

6 ‘‘(10) does not offer personalized investment 

7 advice; 

8 ‘‘(11) provides the Commission with a notice 

9 upon completion of the offering, which shall include 

10 the aggregate offering amount and the number of 

11 purchasers; and 

12 ‘‘(c) VERIFICATION OF INCOME.—For purposes of 

13 section 4(a)(6), an issuer or intermediary may rely on cer14 tifications as to annual income provided by the person to 

15 whom the securities are sold to verify the investor’s in16 come. 

17 ‘‘(d) INFORMATION AVAILABLE TO STATES.—The 

18 Commission shall make the notices described under sub19 sections (a)(9), (a)(13), (b)(8), and (b)(13) and the infor20 mation described under subsections (a)(4) and (b)(4) 

21 available to the States. 

22 ‘‘(e) RESTRICTION ON SALES.—With respect to a 

23 transaction involving the issuance of securities described 

24 under section 4(a)(6), a purchaser may not transfer such 


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1 securities during the 1-year period beginning on the date 

2 of purchase, unless such securities are sold to— 

3 ‘‘(1) the issuer of such securities; or 

4 ‘‘(2) an accredited investor. 

5 ‘‘(f) CONSTRUCTION.— 

6 ‘‘(1) NO REGISTRATION AS BROKER.—With re7 spect to a transaction described under section 

8 4(a)(6) involving an intermediary, such intermediary 

9 shall not be required to register as a broker under 

10 section 15(a)(1) of the Securities Exchange Act of 

11 1934 solely by reason of participation in such trans12 action. 

13 ‘‘(2) NO PRECLUSION OF OTHER CAPITAL RAIS14 ING.—Nothing in this section or section 4(a)(6) 

15 shall be construed as preventing an issuer from rais16 ing capital through methods not described under 

17 section 4(a)(6).’’. 

18 (c) RULEMAKING.—Not later than 180 days after the 

19 date of enactment of this Act, the Securities and Ex20 change Commission shall issue or revise such rules as may 

21 be necessary to carry out section 4A of the Securities Act 

22 of 1933, ans amended by this Act. In issuing or revising 

23 such rules, the Commission shall consider the costs and 

24 benefits of the action. 


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1 (d) DISQUALIFICATION.—Not later than 180 days 

2 after the date of enactment of this Act, the Securities and 

3 Exchange Commission shall by rule or regulation establish 

4 disqualification provisions under which an issuer shall not 

5 be eligible to utilize the exemption under section 4(a)(6) 

6 of the Securities Act of 1933 (as amended by this Act) 

7 based on the disciplinary history of the issuer or its prede8 cessors, affiliates, officers, directors, or persons fulfilling 

9 similar roles. The Commission shall also establish disquali10 fication provisions under which an intermediary shall not 

11 be eligible to act as an intermediary in connection with 

12 an offering utilizing the exemption under section 4(a)(6) 

13 of the Securities Act of 1933 based on the disciplinary 

14 history of the intermediary or its predecessors, affiliates, 

15 officers, directors, or persons fulfilling similar roles. Such 

16 provisions shall be substantially similar to the disqualifica17 tion provisions contained in the regulations adopted in ac18 cordance with section 926 of the Dodd-Frank Wall Street 

19 Reform and Consumer Protection Act (15 U.S.C. 77d 

20 note). 

21 SEC. 477. EXCLUSION OF CROWDFUNDING INVESTORS 

22 FROM SHAREHOLDER CAP. 

23 Section 12(g)(5) of the Securities Exchange Act of 

24 1934 (15 U.S.C. 78l(g)(5)) is amended— 


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1 (1) by striking ‘‘(5) For the purposes’’ and in2 serting: 

3 ‘‘(5) DEFINITIONS.— 

4 ‘‘(A) IN GENERAL.—For the purposes’’; 

5 and 

6 (2) by adding at the end the following: 

7 ‘‘(B) EXCLUSION FOR PERSONS HOLDING

8 CERTAIN SECURITIES.—For purposes of this 

9 subsection, securities held by persons who pur10 chase such securities in transactions described 

11 under section 4(a)(6) of the Securities Act of 

12 1933 shall not be deemed to be ‘held of 

13 record’.’’. 

14 SEC. 478. PREEMPTION OF STATE LAW. 

15 (a) IN GENERAL.—Section 18(b)(4)(C) of the Securi16 ties Act of 1933 (15 U.S.C. 77r(b)(4)(C)) is amended by 

17 striking ‘‘section 4(6)’’ and inserting ‘‘section 4(a)(6)’’. 

18 (b) CLARIFICATION OF THE PRESERVATION OF

19 STATE ENFORCEMENT AUTHORITY.— 

20 (1) IN GENERAL.—The amendments made by 

21 section 305(a) of the Jumpstart Our Business 

22 Startups Act, as amended by subsection (a), relate 

23 solely to State registration, documentation, and of24 fering requirements, as described under section 

25 18(a) of Securities Act of 1933 (15 U.S.C. 77r(a)), 


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1 and shall have no impact or limitation on other 

2 State authority to take enforcement action with re3 gard to an issuer, intermediary, or any other person 

4 or entity using the exemption from registration pro5 vided by section 4(a)(6) of such Act. Notwith6 standing monetary penalties or sanctions, a State 

7 may not impose any filing or fee under such author8 ity. 

9 (2) CLARIFICATION OF STATE JURISDICTION

10 OVER UNLAWFUL CONDUCT OF INTERMEDIARIES, 

11 ISSUERS, AND CUSTODIANS.—Section 18(c)(1) of the 

12 Securities Act of 1933 is amended by striking ‘‘in 

13 connection with securities or securities transactions’’ 

14 and all that follows and inserting the following: ‘‘in 

15 connection with securities or securities transactions, 

16 with respect to— 

17 ‘‘(A) fraud or deceit; 

18 ‘‘(B) unlawful conduct by a broker or deal19 er; and 

20 ‘‘(C) with respect to a transaction de21 scribed under section 4(a)(6), unlawful conduct 

22 by an intermediary, issuer, or custodian.’’. 

23 SEC. 479. TREATMENT OF FUNDING PORTALS. 

24 Section 5312(c) of title 31, United States Code, is 

25 amended by adding at the end the following: 


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1 ‘‘(2) FUNDING PORTALS NOT INCLUDED IN

2 DEFINITION.—The term ‘financial institution’ (as 

3 defined in subsection (a)) does not include a funding 

4 portal (as defined under section 3(a) of the Securi5 ties Exchange Act of 1934 (15 U.S.C. 78c(a))).’’. 

6 Subtitle Q—Corporate Governance 

7 Reform and Transparency 

8 SEC. 481. DEFINITIONS. 

9 (a) SECURITIES EXCHANGE ACT OF 1934.—Section 

10 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 

11 78c(a)) is amended by adding at the end the following new 

12 paragraphs: 

13 ‘‘(83) PROXY ADVISORY FIRM.—The term 

14 ‘proxy advisory firm’ means any person who is pri15 marily engaged in the business of providing proxy 

16 voting research, analysis, or recommendations to cli17 ents, which conduct constitutes a solicitation within 

18 the meaning of section 14 and the Commission’s 

19 rules and regulations thereunder, except to the ex20 tent that the person is exempted by such rules and 

21 regulations from requirements otherwise applicable 

22 to persons engaged in a solicitation. 

23 ‘‘(84) PERSON ASSOCIATED WITH A PROXY AD24 VISORY FIRM.—The term ‘person associated with’ a 

25 proxy advisory firm means any partner, officer, or 


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1 director of a proxy advisory firm (or any person oc2 cupying a similar status or performing similar func3 tions), any person directly or indirectly controlling, 

4 controlled by, or under common control with a proxy 

5 advisory firm, or any employee of a proxy advisory 

6 firm, except that persons associated with a proxy ad7 visory firm whose functions are clerical or ministe8 rial shall not be included in the meaning of such 

9 term. The Commission may by rules and regulations 

10 classify, for purposes or any portion or portions of 

11 this Act, persons, including employees controlled by 

12 a proxy advisory firm.’’. 

13 (b) APPLICABLE DEFINITIONS.—As used in this sub14 title— 

15 (1) the term ‘‘Commission’’ means the Securi16 ties and Exchange Commission; and 

17 (2) the term ‘‘proxy advisory firm’’ has the 

18 same meaning as in section 3(a)(83) of the Securi19 ties Exchange Act of 1934, as added by this subtitle. 

20 SEC. 482. REGISTRATION OF PROXY ADVISORY FIRMS. 

21 (a) AMENDMENT.—The Securities Exchange Act of 

22 1934 is amended by inserting after section 15G the fol23 lowing new section: 


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1 ‘‘SEC. 15H. REGISTRATION OF PROXY ADVISORY FIRMS. 

2 ‘‘(a) CONDUCT PROHIBITED.—It shall be unlawful 

3 for a proxy advisory firm to make use of the mails or any 

4 means or instrumentality of interstate commerce to pro5 vide proxy voting research, analysis, or recommendations 

6 to any client, unless such proxy advisory firm is registered 

7 under this section. 

8 ‘‘(b) REGISTRATION PROCEDURES.— 

9 ‘‘(1) APPLICATION FOR REGISTRATION.— 

10 ‘‘(A) IN GENERAL.—A proxy advisory firm 

11 must file with the Commission an application 

12 for registration, in such form as the Commis13 sion shall require, by rule or regulation, and 

14 containing the information described in sub15 paragraph (B). 

16 ‘‘(B) REQUIRED INFORMATION.—An appli17 cation for registration under this section shall 

18 contain information regarding— 

19 ‘‘(i) a certification that the applicant 

20 has adequate financial and managerial re21 sources to consistently provide proxy advice 

22 based on accurate information; 

23 ‘‘(ii) the procedures and methodolo24 gies that the applicant uses in developing 

25 proxy voting recommendations, including 

26 whether and how the applicant considers 


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1 the size of a company when making proxy 

2 voting recommendations; 

3 ‘‘(iii) the organizational structure of 

4 the applicant; 

5 ‘‘(iv) whether or not the applicant has 

6 in effect a code of ethics, and if not, the 

7 reasons therefor; 

8 ‘‘(v) any potential or actual conflict of 

9 interest relating to the ownership structure 

10 of the applicant or the provision of proxy 

11 advisory services by the applicant, includ12 ing whether the proxy advisory firm en13 gages in services ancillary to the provision 

14 of proxy advisory services such as con15 sulting services for corporate issuers, and 

16 if so the revenues derived therefrom; 

17 ‘‘(vi) the policies and procedures in 

18 place to manage conflicts of interest under 

19 subsection (f); and 

20 ‘‘(vii) any other information and docu21 ments concerning the applicant and any 

22 person associated with such applicant as 

23 the Commission, by rule, may prescribe as 

24 necessary or appropriate in the public in25 terest or for the protection of investors. 


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1 ‘‘(2) REVIEW OF APPLICATION.— 

2 ‘‘(A) INITIAL DETERMINATION.—Not later 

3 than 90 days after the date on which the appli4 cation for registration is filed with the Commis5 sion under paragraph (1) (or within such longer 

6 period as to which the applicant consents) the 

7 Commission shall— 

8 ‘‘(i) by order, grant registration; or 

9 ‘‘(ii) institute proceedings to deter10 mine whether registration should be de11 nied. 

12 ‘‘(B) CONDUCT OF PROCEEDINGS.— 

13 ‘‘(i) CONTENT.—Proceedings referred 

14 to in subparagraph (A)(ii) shall— 

15 ‘‘(I) include notice of the grounds 

16 for denial under consideration and an 

17 opportunity for hearing; and 

18 ‘‘(II) be concluded not later than 

19 120 days after the date on which the 

20 application for registration is filed 

21 with the Commission under paragraph 

22 (1). 

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1 sion, by order, shall grant or deny such ap2 plication for registration. 

3 ‘‘(iii) EXTENSION AUTHORIZED.—The 

4 Commission may extend the time for con5 clusion of such proceedings for not longer 

6 than 90 days, if it finds good cause for 

7 such extension and publishes its reasons 

8 for so finding, or for such longer period as 

9 to which the applicant consents. 

10 ‘‘(C) GROUNDS FOR DECISION.—The Com11 mission shall grant registration under this sub12 section— 

13 ‘‘(i) if the Commission finds that the 

14 requirements of this section are satisfied; 

15 and 

16 ‘‘(ii) unless the Commission finds (in 

17 which case the Commission shall deny such 

18 registration) that— 

19 ‘‘(I) the applicant has failed to 

20 certify to the Commission’s satisfac21 tion that it has adequate financial and 

22 managerial resources to consistently 

23 provide proxy advice based on accu24 rate information and to materially 

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1 odologies disclosed under paragraph 

2 (1)(B) and with subsections (f) and 

3 (g); or 

4 ‘‘(II) if the applicant were so reg5 istered, its registration would be sub6 ject to suspension or revocation under 

7 subsection (e). 

8 ‘‘(3) PUBLIC AVAILABILITY OF INFORMATION.— 

9 Subject to section 24, the Commission shall make 

10 the information and documents submitted to the 

11 Commission by a proxy advisory firm in its com12 pleted application for registration, or in any amend13 ment submitted under paragraph (1) or (2) of sub14 section (c), publicly available on the Commission’s 

15 website, or through another comparable, readily ac16 cessible means. 

17 ‘‘(c) UPDATE OF REGISTRATION.— 

18 ‘‘(1) UPDATE.—Each registered proxy advisory 

19 firm shall promptly amend and update its applica20 tion for registration under this section if any infor21 mation or document provided therein becomes mate22 rially inaccurate, except that a registered proxy advi23 sory firm is not required to amend the information 

24 required to be filed under subsection (b)(1)(B)(i) by 

25 filing information under this paragraph, but shall 


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1 amend such information in the annual submission of 

2 the organization under paragraph (2) of this sub3 section. 

4 ‘‘(2) CERTIFICATION.—Not later than 90 cal5 endar days after the end of each calendar year, each 

6 registered proxy advisory firm shall file with the 

7 Commission an amendment to its registration, in 

8 such form as the Commission, by rule, may prescribe 

9 as necessary or appropriate in the public interest or 

10 for the protection of investors— 

11 ‘‘(A) certifying that the information and 

12 documents in the application for registration of 

13 such registered proxy advisory firm continue to 

14 be accurate in all material respects; and 

15 ‘‘(B) listing any material change that oc16 curred to such information or documents during 

17 the previous calendar year. 

18 ‘‘(d) CENSURE, DENIAL, OR SUSPENSION OF REG19 ISTRATION; NOTICE AND HEARING.—The Commission, by 

20 order, shall censure, place limitations on the activities, 

21 functions, or operations of, suspend for a period not ex22 ceeding 12 months, or revoke the registration of any reg23 istered proxy advisory firm if the Commission finds, on 

24 the record after notice and opportunity for hearing, that 

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1 tion is necessary for the protection of investors and in the 

2 public interest and that such registered proxy advisory 

3 firm, or any person associated with such an organization, 

4 whether prior to or subsequent to becoming so associ5 ated— 

6 ‘‘(1) has committed or omitted any act, or is 

7 subject to an order or finding, enumerated in sub8 paragraph (A), (D), (E), (H), or (G) of section 

9 15(b)(4), has been convicted of any offense specified 

10 in section 15(b)(4)(B), or is enjoined from any ac11 tion, conduct, or practice specified in subparagraph 

12 (C) of section 15(b)(4), during the 10-year period 

13 preceding the date of commencement of the pro14 ceedings under this subsection, or at any time there15 after; 

16 ‘‘(2) has been convicted during the 10-year pe17 riod preceding the date on which an application for 

18 registration is filed with the Commission under this 

19 section, or at any time thereafter, of— 

20 ‘‘(A) any crime that is punishable by im21 prisonment for one or more years, and that is 

22 not described in section 15(b)(4)(B); or 

23 ‘‘(B) a substantially equivalent crime by a 

24 foreign court of competent jurisdiction; 


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1 ‘‘(3) is subject to any order of the Commission 

2 barring or suspending the right of the person to be 

3 associated with a registered proxy advisory firm; 

4 ‘‘(4) fails to furnish the certifications required 

5 under subsections (b)(2)(C)(ii)(I) and (c)(2); 

6 ‘‘(5) has engaged in one or more prohibited acts 

7 enumerated in paragraph (1); or 

8 ‘‘(6) fails to maintain adequate financial and 

9 managerial resources to consistently offer advisory 

10 services with integrity, including by failing to comply 

11 with subsections (f) or (g). 

12 ‘‘(e) TERMINATION OF REGISTRATION.— 

13 ‘‘(1) VOLUNTARY WITHDRAWAL.—A registered 

14 proxy advisory firm may, upon such terms and con15 ditions as the Commission may establish as nec16 essary in the public interest or for the protection of 

17 investors, which terms and conditions shall include 

18 at a minimum that the registered proxy advisory 

19 firm will no longer conduct such activities as to 

20 bring it within the definition of proxy advisory firm 

21 in section 3(a)(83) of the Securities Exchange Act 

22 of 1934, withdraw from registration by filing a writ23 ten notice of withdrawal to the Commission. 

24 ‘‘(2) COMMISSION AUTHORITY.—In addition to 

25 any other authority of the Commission under this 


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1 title, if the Commission finds that a registered proxy 

2 advisory firm is no longer in existence or has ceased 

3 to do business as a proxy advisory firm, the Com4 mission, by order, shall cancel the registration under 

5 this section of such registered proxy advisory firm. 

6 ‘‘(f) MANAGEMENT OF CONFLICTS OF INTEREST.— 

7 ‘‘(1) ORGANIZATION POLICIES AND PROCE8 DURES.—Each registered proxy advisory firm shall 

9 establish, maintain, and enforce written policies and 

10 procedures reasonably designed, taking into consid11 eration the nature of the business of such registered 

12 proxy advisory firm and associated persons, to ad13 dress and manage any conflicts of interest that can 

14 arise from such business. 

15 ‘‘(2) COMMISSION AUTHORITY.—The Commis16 sion shall issue final rules to prohibit, or require the 

17 management and disclosure of, any conflicts of inter18 est relating to the offering of proxy advisory services 

19 by a registered proxy advisory firm, including, with20 out limitation, conflicts of interest relating to— 

21 ‘‘(A) the manner in which a registered 

22 proxy advisory firm is compensated by the cli23 ent, or any affiliate of the client, for providing 

24 proxy advisory services; 


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1 ‘‘(B) the provision of consulting, advisory, 

2 or other services by a registered proxy advisory 

3 firm, or any person associated with such reg4 istered proxy advisory firm, to the client; 

5 ‘‘(C) business relationships, ownership in6 terests, or any other financial or personal inter7 ests between a registered proxy advisory firm, 

8 or any person associated with such registered 

9 proxy advisory firm, and any client, or any af10 filiate of such client; 

11 ‘‘(D) transparency around the formulation 

12 of proxy voting policies; 

13 ‘‘(E) the execution of proxy votes if such 

14 votes are based upon recommendations made by 

15 the proxy advisory firm in which someone other 

16 than the issuer is a proponent; 

17 ‘‘(F) issuing recommendations where proxy 

18 advisory firms provide advisory services to a 

19 company; and 

20 ‘‘(G) any other potential conflict of inter21 est, as the Commission deems necessary or ap22 propriate in the public interest or for the pro23 tection of investors. 

24 ‘‘(g) RELIABILITY OF PROXY ADVISORY FIRM SERV25 ICES.— 


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1 ‘‘(1) IN GENERAL.—Each registered proxy advi2 sory firm shall have staff sufficient to produce proxy 

3 voting recommendations that are based on accurate 

4 and current information. Each registered proxy advi5 sory firm shall detail procedures sufficient to permit 

6 companies receiving proxy advisory firm rec7 ommendations access in a reasonable time to the 

8 draft recommendations, with an opportunity to pro9 vide meaningful comment thereon, including the op10 portunity to present details to the person responsible 

11 for developing the recommendation in person or tele12 phonically. Each registered proxy advisory firm shall 

13 employ an ombudsman to receive complaints about 

14 the accuracy of voting information used in making 

15 recommendations from the subjects of the proxy ad16 visory firm’s voting recommendations, and shall re17 solve those complaints in a timely fashion and in any 

18 event prior to voting on the matter to which the rec19 ommendation relates. 

20 ‘‘(2) DRAFT RECOMMENDATIONS DEFINED.— 

21 For purposes of this subsection, the term ‘draft rec22 ommendations’— 

23 ‘‘(A) means the overall conclusions of 

24 proxy voting recommendations prepared for the 

25 clients of a proxy advisory firm, including any 


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1 public data cited therein, any company informa2 tion or substantive analysis impacting the rec3 ommendation, and the specific voting rec4 ommendations on individual proxy ballot issues; 

5 and 

6 ‘‘(B) does not include the entirety of the 

7 proxy advisory firm’s final report to its clients. 

8 ‘‘(h) DESIGNATION OF COMPLIANCE OFFICER.— 

9 Each registered proxy advisory firm shall designate an in10 dividual responsible for administering the policies and pro11 cedures that are required to be established pursuant to 

12 subsections (f) and (g), and for ensuring compliance with 

13 the securities laws and the rules and regulations there14 under, including those promulgated by the Commission 

15 pursuant to this section. 

16 ‘‘(i) PROHIBITED CONDUCT.— 

17 ‘‘(1) PROHIBITED ACTS AND PRACTICES.—The 

18 Commission shall issue final rules to prohibit any 

19 act or practice relating to the offering of proxy advi20 sory services by a registered proxy advisory firm 

21 that the Commission determines to be unfair or co22 ercive, including any act or practice relating to— 

23 ‘‘(A) conditioning a voting recommendation 

24 or other proxy advisory firm recommendation 

25 on the purchase by an issuer or an affiliate 


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1 thereof of other services or products, of the reg2 istered proxy advisory firm or any person asso3 ciated with such registered proxy advisory firm; 

4 and 

5 ‘‘(B) modifying a voting recommendation 

6 or otherwise departing from its adopted system7 atic procedures and methodologies in the provi8 sion of proxy advisory services, based on wheth9 er an issuer, or affiliate thereof, subscribes or 

10 will subscribe to other services or product of the 

11 registered proxy advisory firm or any person as12 sociated with such organization. 

13 ‘‘(2) RULE OF CONSTRUCTION.—Nothing in 

14 paragraph (1), or in any rules or regulations adopt15 ed thereunder, may be construed to modify, impair, 

16 or supersede the operation of any of the antitrust 

17 laws (as defined in the first section of the Clayton 

18 Act, except that such term includes section 5 of the 

19 Federal Trade Commission Act, to the extent that 

20 such section 5 applies to unfair methods of competi21 tion). 

22 ‘‘(j) STATEMENTS OF FINANCIAL CONDITION.—Each 

23 registered proxy advisory firm shall, on a confidential 

24 basis, file with the Commission, at intervals determined 

25 by the Commission, such financial statements, certified (if 


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1 required by the rules or regulations of the Commission) 

2 by an independent public auditor, and information con3 cerning its financial condition, as the Commission, by rule, 

4 may prescribe as necessary or appropriate in the public 

5 interest or for the protection of investors. 

6 ‘‘(k) ANNUAL REPORT.—Each registered proxy advi7 sory firm shall, at the beginning of each fiscal year of such 

8 firm, report to the Commission on the number of share9 holder proposals its staff reviewed in the prior fiscal year, 

10 the number of recommendations made in the prior fiscal 

11 year, the number of staff who reviewed and made rec12 ommendations on such proposals in the prior fiscal year, 

13 and the number of recommendations made in the prior 

14 fiscal year where the proponent of such recommendation 

15 was a client of or received services from the proxy advisory 

16 firm. 

17 ‘‘(l) TRANSPARENT POLICIES.—Each registered 

18 proxy advisory firm shall file with the Commission and 

19 make publicly available its methodology for the formula20 tion of proxy voting policies and voting recommendations. 

21 ‘‘(m) RULES OF CONSTRUCTION.— 

22 ‘‘(1) NO WAIVER OF RIGHTS, PRIVILEGES, OR

23 DEFENSES.—Registration under and compliance 

24 with this section does not constitute a waiver of, or 

25 otherwise diminish, any right, privilege, or defense 


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1 that a registered proxy advisory firm may otherwise 

2 have under any provision of State or Federal law, 

3 including any rule, regulation, or order thereunder. 

4 ‘‘(2) NO PRIVATE RIGHT OF ACTION.—Nothing 

5 in this section may be construed as creating any pri6 vate right of action, and no report filed by a reg7 istered proxy advisory firm in accordance with this 

8 section or section 17 shall create a private right of 

9 action under section 18 or any other provision of 

10 law. 

11 ‘‘(n) REGULATIONS.— 

12 ‘‘(1) NEW PROVISIONS.—Such rules and regula13 tions as are required by this section or are otherwise 

14 necessary to carry out this section, including the ap15 plication form required under subsection (a)— 

16 ‘‘(A) shall be issued by the Commission, 

17 not later than 180 days after the date of enact18 ment of this section; and 

19 ‘‘(B) shall become effective not later than 

20 1 year after the date of enactment of this sec21 tion. 

22 ‘‘(2) REVIEW OF EXISTING REGULATIONS.—Not 

23 later than 270 days after the date of enactment of 

24 this section, the Commission shall— 


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1 ‘‘(A) review its existing rules and regula2 tions which affect the operations of proxy advi3 sory firms; 

4 ‘‘(B) amend or revise such rules and regu5 lations in accordance with the purposes of this 

6 section, and issue such guidance, as the Com7 mission may prescribe as necessary or appro8 priate in the public interest or for the protec9 tion of investors; and 

10 ‘‘(C) direct Commission staff to withdraw 

11 the Egan Jones Proxy Services (May 27, 2004) 

12 and Institutional Shareholder Services, Inc. 

13 (September 15, 2004) no-action letters. 

14 ‘‘(o) APPLICABILITY.—This section, other than sub15 section (n), which shall apply on the date of enactment 

16 of this section, shall apply on the earlier of— 

17 ‘‘(1) the date on which regulations are issued in 

18 final form under subsection (n)(1); or 

19 ‘‘(2) 270 days after the date of enactment of 

20 this section.’’. 

21 (b) CONFORMING AMENDMENT.—Section 17(a)(1) of 

22 the Securities Exchange Act of 1934 (15 U.S.C. 

23 78q(a)(1)) is amended by inserting ‘‘proxy advisory firm,’’ 

24 after ‘‘nationally recognized statistical rating organiza25 tion,’’. 


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1 SEC. 483. COMMISSION ANNUAL REPORT. 

2 The Commission shall make an annual report publicly 

3 available on the Commission’s Internet website. Such re4 port shall, with respect to the year to which the report 

5 relates— 

6 (1) identify applicants for registration under 

7 section 15H of the Securities Exchange Act of 1934, 

8 as added by this subtitle; 

9 (2) specify the number of and actions taken on 

10 such applications; 

11 (3) specify the views of the Commission on the 

12 state of competition, transparency, policies and 

13 methodologies, and conflicts of interest among proxy 

14 advisory firms; 

15 (4) include the determination of the Commis16 sion with regard to— 

17 (A) the quality of proxy advisory services 

18 issued by proxy advisory firms; 

19 (B) the financial markets; 

20 (C) competition among proxy advisory 

21 firms; 

22 (D) the incidence of undisclosed conflicts 

23 of interest by proxy advisory firms; 

24 (E) the process for registering as a proxy 

25 advisory firm; and 


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1 (F) such other matters relevant to the im2 plementation of this subtitle and the amend3 ments made by this subtitle, as the Commission 

4 determines necessary to bring to the attention 

5 of the Congress; 

6 (5) identify problems, if any, that have resulted 

7 from the implementation of this subtitle and the 

8 amendments made by this subtitle; and 

9 (6) recommend solutions, including any legisla10 tive or regulatory solutions, to any problems identi11 fied under paragraphs (4) and (5). 

12 Subtitle R—Senior Safe 

13 SEC. 491. IMMUNITY. 

14 (a) DEFINITIONS.—In this subtitle— 

15 (1) the term ‘‘Bank Secrecy Act Officer’’ means 

16 an individual responsible for ensuring compliance 

17 with the requirements mandated by subchapter II of 

18 chapter 53 of title 31, United States Code; 

19 (2) the term ‘‘broker-dealer’’ means a broker or 

20 dealer, as those terms are defined, respectively, in 

21 section 3(a) of the Securities Exchange Act of 1934 

22 (15 U.S.C. 78c(a)); 

23 (3) the term ‘‘covered agency’’ means— 


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1 (A) a State financial regulatory agency, in2 cluding a State securities or law enforcement 

3 authority and a State insurance regulator; 

4 (B) each of the Federal financial institu5 tions regulatory agencies; 

6 (C) the Securities and Exchange Commis7 sion; 

8 (D) a law enforcement agency; 

9 (E) and State or local agency responsible 

10 for administering adult protective service laws; 

11 and 

12 (F) a State attorney general. 

13 (4) the term ‘‘covered financial institution’’ 

14 means— 

15 (A) a credit union; 

16 (B) a depository institution; 

17 (C) an investment advisor; 

18 (D) a broker-dealer; 

19 (E) an insurance company; 

20 (F) a State attorney general; and 

21 (G) a transfer agent. 

22 (5) the term ‘‘credit union’’ means a Federal 

23 credit union, State credit union, or State-chartered 

24 credit union, as those terms are defined in section 


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1 101 of the Federal Credit Union Act (12 U.S.C. 

2 1752); 

3 (6) the term ‘‘depository institution’’ has the 

4 meaning given the term in section 3(c) of the Fed5 eral Deposit Insurance Act (12 U.S.C. 1813(c)); 

6 (7) the term ‘‘exploitation’’ means the fraudu7 lent or otherwise illegal, unauthorized, or improper 

8 act or process of an individual, including a caregiver 

9 or fiduciary, that— 

10 (A) uses the resources of a senior citizen 

11 for monetary personal benefit, profit, or gain; 

12 or 

13 (B) results in depriving a senior citizen of 

14 rightful access to or use of benefits, resources, 

15 belongings or assets; 

16 (8) the term ‘‘Federal financial institutions reg17 ulatory agencies’’ has the meaning given the term in 

18 section 1003 of the Federal Financial Institutions 

19 Examination Council Act of 1978 (12 U.S.C. 3302); 

20 (9) the term ‘‘investment adviser’’ has the 

21 meaning given the term in section 202 of the Invest22 ment Advisers Act of 1940 (15 U.S.C. 80b–2); 

23 (10) the term ‘‘insurance company’’ has the 

24 meaning given the term in section 2(a) of the Invest25 ment Company Act of 1940 (15 U.S.C. 80a–2(a)); 


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1 (11) the term ‘‘registered representative’’ 

2 means an individual who represents a broker-dealer 

3 in effecting or attempting to affect a purchase or 

4 sale of securities; 

5 (12) the term ‘‘senior citizen’’ means an indi6 vidual who is not less than 65 years of age; 

7 (13) the term ‘‘State insurance regulator’’ has 

8 the meaning given such term in section 315 of the 

9 Gramm-Leach-Bliley Act (15 U.S.C. 6735); 

10 (14) the term ‘‘State securities or law enforce11 ment authority’’ has the meaning given the term in 

12 section 24(f)(4) of the Securities Exchange Act of 

13 1934 (15 U.S.C. 78x(f)(4)); and 

14 (15) the term ‘‘transfer agent’’ has the meaning 

15 given the term in section 3(a) of the Securities Ex16 change Act of 1934 (15 U.S.C. 78c(a)). 

17 (b) IMMUNITY FROM SUIT.— 

18 (1) IMMUNITY FOR INDIVIDUALS.—An indi19 vidual who has received the training described in 

20 section 492 shall not be liable, including in any civil 

21 or administrative proceeding, for disclosing the pos22 sible exploitation of a senior citizen to a covered 

23 agency if the individual, at the time of the disclo24 sure— 


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1 (A) served as a supervisor, compliance offi2 cer (including a Bank Secrecy Act Officer), or 

3 registered representative for a covered financial 

4 institution; and 

5 (B) made the disclosure with reasonable 

6 care including reasonable efforts to avoid disclo7 sure other than to a covered agency. 

8 (2) IMMUNITY FOR COVERED FINANCIAL INSTI9 TUTIONS.—A covered financial institution shall not 

10 be liable, including in any civil or administrative pro11 ceeding, for a disclosure made by an individual de12 scribed in paragraph (1) if— 

13 (A) the individual was employed by, or, in 

14 the case of a registered representative, affiliated 

15 or associated with, the covered financial institu16 tion at the time of the disclosure; and 

17 (B) before the time of the disclosure, the 

18 covered financial institution provided the train19 ing described in section 492 to each individual 

20 described in section 492(a). 

21 SEC. 492. TRAINING REQUIRED. 

22 (a) IN GENERAL.—A covered financial institution 

23 may provide training described in subsection (b)(1) to 

24 each officer or employee of, or registered representative 


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1 affiliated or associated with, the covered financial institu2 tion who— 

3 (1) is described in section 491(b)(1)(A); 

4 (2) may come into contact with a senior citizen 

5 as a regular part of the duties of the officer, em6 ployee, or registered representative; or 

7 (3) may review or approve the financial docu8 ments, records, or transactions of a senior citizen in 

9 connection with providing financial services to a sen10 ior citizen. 

11 (b) TRAINING.— 

12 (1) IN GENERAL.—The training described in 

13 this paragraph shall— 

14 (A) instruct any individual attending the 

15 training on how to identify and report the sus16 pected exploitation of a senior citizen; 

17 (B) discuss the need to protect the privacy 

18 and respect the integrity of each individual cus19 tomer of a covered financial institution; and 

20 (C) be appropriate to the job responsibil21 ities of the individual attending the training. 

22 (2) TIMING.—The training required under sub23 section (a) shall be provided as soon as reasonably 

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1 resentative begins employment with or becomes af2 filiated or associated with the covered financial insti3 tution. 

4 (3) BANK SECRECY ACT OFFICER.—An indi5 vidual who is designated as a compliance officer 

6 under an anti-money laundering program established 

7 pursuant to section 5318(h) of title 31, United 

8 States Code, shall be deemed to have received the 

9 training described under this subsection. 

10 SEC. 493. RELATIONSHIP TO STATE LAW. 

11 Nothing in this Act shall be construed to preempt or 

12 limit any provision of State law, except only to the extent 

13 that section 491 provides a greater level of protection 

14 against liability to an individual described in section 

15 491(b)(1) or to a covered financial institution described 

16 in section 491(b)(2) than is provided under State law. 

17 Subtitle S—National Securities 

18 Exchange Regulatory Parity 

19 SEC. 496. APPLICATION OF EXEMPTION. 

20 Section 18(b)(1) of the Securities Act of 1933 (15 

21 U.S.C. 77r(b)(1)), as amended by section 456(b), is fur22 ther amended— 

23 (1) by striking subparagraph (A); 

24 (2) in subparagraph (B), by striking ‘‘that the 

25 Commission determines by rule (on its own initiative 


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1 or on the basis of a petition) are substantially simi2 lar to the listing standards applicable to securities 

3 described in subparagraph (A)’’ and inserting ‘‘that 

4 have been approved by the Commission’’; 

5 (3) in subparagraph (C), by striking ‘‘or (B)’’; 

6 and 

7 (4) by redesignating subparagraphs (B), (C), 

8 and (D) as subparagraphs (A), (B), and (C), respec9 tively. 

10 Subtitle T—Private Company 

11 Flexibility and Growth 

12 SEC. 497. SHAREHOLDER THRESHOLD FOR REGISTRATION. 

13 The Securities Exchange Act of 1934 (15 U.S.C. 78a 

14 et seq.) is amended— 

15 (1) in section 12(g)— 

16 (A) in paragraph (1)— 

17 (i) by striking ‘‘shall—’’ and all that 

18 follows through ‘‘register such security’’ 

19 and inserting ‘‘shall, not later than 120 

20 days after the last day of its first fiscal 

21 year ended after the effective date of this 

22 subsection on which the issuer has total as23 sets exceeding $10,000,000 (or such great24 er amount of assets as the Commission 

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1 uity security (other than an exempted se2 curity) held of record by 2,000 or more 

3 persons (or such greater number of per4 sons as the Commission may establish by 

5 rule), register such security’’; and 

6 (ii) by adding at the end the fol7 lowing: ‘‘The dollar figure in this para8 graph shall be indexed for inflation every 5 

9 years by the Commission to reflect the 

10 change in the Consumer Price Index for 

11 All Urban Consumers published by the Bu12 reau of Labor Statistics, rounded to the 

13 nearest $100,000.’’; and 

14 (B) in paragraph (4), by striking ‘‘300 

15 persons’’ and all that follows through ‘‘1,200 

16 persons persons’’ and inserting ‘‘1,200 per17 sons’’; and 

18 (2) in section 15(d)(1), by striking ‘‘300 per19 sons’’ and all that follows through ‘‘1,200 persons 

20 persons’’ and inserting ‘‘1,200 persons’’. 

21 Subtitle U—Small Company Capital 

22 Formation Enhancements 

23 SEC. 498. JOBS ACT-RELATED EXEMPTION. 

24 Section 3(b) of the Securities Act of 1933 (15 U.S.C. 

25 77c(b)) is amended— 


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1 (1) in paragraph (2)(A), by striking 

2 ‘‘$50,000,000’’ and inserting ‘‘$75,000,000, ad3 justed for inflation by the Commission every 2 years 

4 to the nearest $10,000 to reflect the change in the 

5 Consumer Price Index for All Urban Consumers 

6 published by the Bureau of Labor Statistics’’; and 

7 (2) in paragraph (5)— 

8 (A) by striking ‘‘such amount as’’ and in9 serting: ‘‘such amount, in addition to the ad10 justment for inflation provided for under such 

11 paragraph (2)(A), as’’; and 

12 (B) by striking ‘‘such amount, it’’ and in13 serting ‘‘such amount, in addition to the adjust14 ment for inflation provided for under such 

15 paragraph (2)(A), it’’. 

16 Subtitle V—Encouraging Public 

17 Offerings 

18 SEC. 499. EXPANDING TESTING THE WATERS AND CON19 FIDENTIAL SUBMISSIONS. 

20 The Securities Act of 1933 (15 U.S.C. 77a et seq.) 

21 is amended— 

22 (1) in section 5(d), by striking ‘‘an emerging 

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1 ing ‘‘an issuer or any person authorized to act on 

2 behalf of an issuer’’; and 

3 (2) in section 6(e)— 

4 (A) in the heading, by striking ‘‘EMERG5 ING GROWTH COMPANIES’’ and inserting 

6 ‘‘DRAFT REGISTRATION STATEMENTS’’; and 

7 (B) by amending paragraph (1) to read as 

8 follows: 

9 ‘‘(1) IN GENERAL.—Any issuer, prior to its ini10 tial public offering date, may confidentially submit 

11 to the Commission a draft registration statement, 

12 for confidential nonpublic review by the staff of the 

13 Commission prior to public filing, provided that the 

14 initial confidential submission and all amendments 

15 thereto shall be publicly filed with the Commission 

16 not later than 15 days before the date on which the 

17 issuer conducts a road show, as such term is defined 

18 in section 230.433(h)(4) of title 17, Code of Federal 

19 Regulations, or any successor thereto.’’. 


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1 Subtitle X—Modernized Offering 

2 and Proxy Rules for Closed-End 

3 Funds 

4 SEC. 499A. PARITY FOR CLOSED-END COMPANIES REGARD5 ING OFFERING AND PROXY RULES. 

6 (a) REVISION TO RULES.—Not later than 1 year 

7 after the date of enactment of this Act, the Securities and 

8 Exchange Commission shall revise any rules to the extent 

9 necessary to allow any closed-end company, as defined in 

10 section 5(a)(2) of the Investment Company Act of 1940 

11 (15 U.S.C. 80a-5), that is registered as an investment 

12 company under such Act to use the securities offering and 

13 proxy rules that are available to other issuers that are re14 quired to file reports under section 13 or section 15(d) 

15 of the Securities Exchange Act of 1934 (15 U.S.C. 78m; 

16 78o(d)). Any action that the Commission takes pursuant 

17 to this subsection shall include the following: 

18 (1) The Commission shall revise section 

19 230.405 of title 17, Code of Federal Regulations, 

20 to— 

21 (A) remove the exclusion of a registered 

22 closed-end company from the definition of a 

23 well-known seasoned issuer provided by that 

24 section; and 


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1 (B) add registration statements filed on 

2 Form N–2 to the definition of automatic shelf 

3 registration statement provided by that section. 

4 (2) The Commission shall revise sections 

5 230.168 and 230.169 of title 17, Code of Federal 

6 Regulations, to remove the exclusion of a registered 

7 closed-end company from the list of issuers that can 

8 use the exemptions provided by those sections. 

9 (3) The Commission shall revise sections 

10 230.163 and 230.163A of title 17, Code of Federal 

11 Regulations, to remove a registered closed-end com12 pany from the list of issuers that are ineligible to 

13 use the exemptions provided by those sections. 

14 (4) The Commission shall revise section 

15 230.134 of title 17, Code of Federal Regulations, to 

16 remove the exclusion of a registered closed-end com17 pany from that section. 

18 (5) The Commission shall revise sections 

19 230.138 and 230.139 of title 17, Code of Federal 

20 Regulations, to specifically include any registered 

21 closed-end company as an issuer to which those sec22 tions apply. 

23 (6) The Commission shall revise section 

24 230.164 of title 17, Code of Federal Regulations, to 


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1 remove a registered closed-end company from the 

2 list of issuers that are excluded from that section. 

3 (7) The Commission shall revise section 

4 230.433, of title 17, Code of Federal Regulations, to 

5 specifically include any registered closed-end com6 pany that is a well-known seasoned issuer as an 

7 issuer to which that section applies. 

8 (8) The Commission shall revise section 

9 230.415 of title 17, Code of Federal Regulations, 

10 to— 

11 (A) state that the registration for securi12 ties provided by that section includes securities 

13 registered by any registered closed-end company 

14 on Form N–2; and 

15 (B) eliminate the requirement that a Form 

16 N–2 registrant must furnish the undertakings 

17 required by item 34.4 of Form N–2. 

18 (9) The Commission shall revise section 

19 230.497 of title 17, Code of Federal Regulations, to 

20 include a process for any registered closed-end com21 pany to file a form of prospectus that is parallel to 

22 the process for filing a form of prospectus under sec23 tion 230.424(b) of such title. 

24 (10) The Commission shall revise sections 

25 230.172 and 230.173 of title 17, Code of Federal 


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1 Regulations, to remove the exclusion of an offering 

2 of any registered closed-end company from those 

3 sections. 

4 (11) The Commission shall revise section 

5 230.418 of title 17, Code of Federal Regulations, to 

6 provide that any registered closed-end company that 

7 would otherwise meet the eligibility requirements of 

8 General Instruction I.A of Form S–3 shall be ex9 empt from paragraph (a)(3) of that section. 

10 (12) The Commission shall revise section 

11 240.14a–101 of title 17, Code of Federal Regula12 tions, to provide that any registered closed-end com13 pany that would otherwise meet the requirements of 

14 General Instruction I.A of Form S–3 shall be 

15 deemed to meet the requirements of Form S–3 for 

16 purposes of Schedule 14A. 

17 (13) The Commission shall revise section 

18 243.103 of title 17, Code of Federal Regulations, to 

19 provide that paragraph (a) of that section applies 

20 for purposes of Form N–2. 

21 (b) REVISIONS TO FORM N–2.—Not later than 1 year 

22 after the date of enactment of this Act, the Commission 

23 shall revise Form N–2 to— 

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1 istered closed-end company that would otherwise 

2 meet the requirements of Form S–3 shall incor3 porate by reference its reports and documents filed 

4 under the Securities Exchange Act of 1934 into its 

5 registration statement filed on Form N–2; and 

6 (2) include an item or instruction that is simi7 lar to the instruction regarding automatic shelf of8 ferings by well-known seasoned issuers on Form S– 

9 3 to provide that any registered closed-end company 

10 that is a well-known seasoned issuer may file auto11 matic shelf offerings on Form N–2. 

12 (c) TREATMENT IF REVISIONS NOT COMPLETED IN

13 A TIMELY MANNER.—If the Commission fails to complete 

14 the revisions required by subsections (a) and (b) by the 

15 time required by such subsections, any registered closed16 end company shall be entitled to treat such revisions as 

17 having been completed in accordance with the actions re18 quired to be taken by the Commission by such subsections 

19 until such time as such revisions are completed by the 

20 Commission. 

21 (d) RULES OF CONSTRUCTION.— 

22 (1) NO EFFECT ON RULE 482.—(1) Nothing in 

23 this section or the amendments made by this section 

24 shall be construed to impair or limit in any way a 

25 registered closed-end company from using section 


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1 230.482 of title 17, Code of Federal Regulations, to 

2 distribute sales material. 

3 (2) REFERENCES.—Any reference in this sec4 tion to a section of title 17, Code of Federal Regula5 tions, or to any form or schedule means such rule, 

6 section, form, or schedule, or any successor to any 

7 such rule, section, form, or schedule. 

8 TITLE V—REGULATORY RELIEF 

9 FOR MAIN STREET AND COM10 MUNITY FINANCIAL INSTITU11 TIONS 

12 Subtitle A—Preserving Access to 

13 Manufactured Housing 

14 SEC. 501. MORTGAGE ORIGINATOR DEFINITION. 

15 Section 103 of the Truth in Lending Act (15 U.S.C. 

16 1602) is amended— 

17 (1) by redesignating the second subsection (cc) 

18 and subsection (dd) as subsections (dd) and (ee), re19 spectively; and 

20 (2) in paragraph (2)(C) of subsection (dd), as 

21 so redesignated, by striking ‘‘an employee of a re22 tailer of manufactured homes who is not described 

23 in clause (i) or (iii) of subparagraph (A) and who 

24 does not advise a consumer on loan terms (including 

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1 tailer of manufactured or modular homes or its em2 ployees unless such retailer or its employees receive 

3 compensation or gain for engaging in activities de4 scribed in subparagraph (A) that is in excess of any 

5 compensation or gain received in a comparable cash 

6 transaction’’. 

7 SEC. 502. HIGH-COST MORTGAGE DEFINITION. 

8 Section 103 of the Truth in Lending Act (15 U.S.C. 

9 1602), as amended by section 501, is further amended— 

10 (1) by redesignating subsection (aa) (relating to 

11 disclosure of greater amount or percentage), as so 

12 designated by section 1100A of the Consumer Fi13 nancial Protection Act of 2010, as subsection (bb); 

14 (2) by redesignating subsection (bb) (relating to 

15 high cost mortgages), as so designated by section 

16 1100A of the Consumer Financial Protection Act of 

17 2010, as subsection (aa), and moving such sub18 section to immediately follow subsection (z); and 

19 (3) in subsection (aa)(1)(A), as so redesig20 nated— 

21 (A) in clause (i)(I), by striking ‘‘(8.5 per22 centage points, if the dwelling is personal prop23 erty and the transaction is for less than 

24 $50,000)’’ and inserting ‘‘(10 percentage points 

25 if the dwelling is personal property or is a 


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1 transaction that does not include the purchase 

2 of real property on which a dwelling is to be 

3 placed, and the transaction is for less than 

4 $75,000 (as such amount is adjusted by the 

5 Consumer Law Enforcement Agency to reflect 

6 the change in the Consumer Price Index))’’; 

7 and 

8 (B) in clause (ii)— 

9 (i) in subclause (I), by striking ‘‘or’’ 

10 at the end; and 

11 (ii) by adding at the end the fol12 lowing: 

13 ‘‘(III) in the case of a trans14 action for less than $75,000 (as such 

15 amount is adjusted by the Consumer 

16 Law Enforcement Agency to reflect 

17 the change in the Consumer Price 

18 Index) in which the dwelling is per19 sonal property (or is a consumer cred20 it transaction that does not include 

21 the purchase of real property on 

22 which a dwelling is to be placed) the 

23 greater of 5 percent of the total trans24 action amount or $3,000 (as such 

25 amount is adjusted by the Consumer 


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1 Law Enforcement Agency to reflect 

2 the change in the Consumer Price 

3 Index); or’’. 

4 Subtitle B—Mortgage Choice 

5 SEC. 506. DEFINITION OF POINTS AND FEES. 

6 (a) AMENDMENT TO SECTION 103 OF TILA.—Para7 graph (4) of section 103(aa) of the Truth in Lending Act, 

8 as redesignated by section 502, is amended— 

9 (1) by striking ‘‘paragraph (1)(B)’’ and insert10 ing ‘‘paragraph (1)(A) and section 129C’’; 

11 (2) in subparagraph (C)— 

12 (A) by inserting ‘‘and insurance’’ after 

13 ‘‘taxes’’; 

14 (B) in clause (ii), by inserting ‘‘, except as 

15 retained by a creditor or its affiliate as a result 

16 of their participation in an affiliated business 

17 arrangement (as defined in section 3(7) of the 

18 Real Estate Settlement Procedures Act of 1974 

19 (12 U.S.C. 2602(7)),’’ after ‘‘compensation’’; 

20 and 

21 (C) by striking clause (iii) and inserting 

22 the following: 

23 ‘‘(iii) the charge is— 

24 ‘‘(I) a bona fide third-party charge 

25 not retained by the mortgage originator, 


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1 creditor, or an affiliate of the creditor or 

2 mortgage originator; or 

3 ‘‘(II) a charge set forth in section 

4 106(e)(1);’’; and 

5 (3) in subparagraph (D)— 

6 (A) by striking ‘‘accident,’’; and 

7 (B) by striking ‘‘or any payments’’ and in8 serting ‘‘and any payments’’. 

9 (b) AMENDMENT TO SECTION 129C OF TILA.—Sec10 tion 129C of the Truth in Lending Act (15 U.S.C. 1639c) 

11 is amended— 

12 (1) in subsection (a)(5)(C), by striking ‘‘103’’ 

13 and all that follows through ‘‘or mortgage origi14 nator’’ and inserting ‘‘103(aa)(4)’’; and 

15 (2) in subsection (b)(2)(C)(i), by striking ‘‘103’’ 

16 and all that follows through ‘‘or mortgage origi17 nator)’’ and inserting ‘‘103(aa)(4)’’. 

18 Subtitle C—Financial Institution 

19 Customer Protection 

20 SEC. 511. REQUIREMENTS FOR DEPOSIT ACCOUNT TERMI21 NATION REQUESTS AND ORDERS. 

22 (a) TERMINATION REQUESTS OR ORDERS MUST BE

23 MATERIAL.— 

24 (1) IN GENERAL.—An appropriate Federal 

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1 quest or order a depository institution to terminate 

2 a specific customer account or group of customer ac3 counts or to otherwise restrict or discourage a de4 pository institution from entering into or maintain5 ing a banking relationship with a specific customer 

6 or group of customers unless— 

7 (A) the agency has a material reason for 

8 such request or order; and 

9 (B) such reason is not based solely on rep10 utation risk. 

11 (2) TREATMENT OF NATIONAL SECURITY

12 THREATS.—If an appropriate Federal banking agen13 cy believes a specific customer or group of customers 

14 is, or is acting as a conduit for, an entity which— 

15 (A) poses a threat to national security; 

16 (B) is involved in terrorist financing; 

17 (C) is an agency of the government of 

18 Iran, North Korea, Syria, or any country listed 

19 from time to time on the State Sponsors of 

20 Terrorism list; 

21 (D) is located in, or is subject to the juris22 diction of, any country specified in subpara23 graph (C); or 

24 (E) does business with any entity described 

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1 priate Federal banking agency determines that 

2 the customer or group of customers has used 

3 due diligence to avoid doing business with any 

4 entity described in subparagraph (C) or (D), 

5 such belief shall satisfy the requirement under para6 graph (1). 

7 (b) NOTICE REQUIREMENT.— 

8 (1) IN GENERAL.—If an appropriate Federal 

9 banking agency formally or informally requests or 

10 orders a depository institution to terminate a spe11 cific customer account or a group of customer ac12 counts, the agency shall— 

13 (A) provide such request or order to the 

14 institution in writing; and 

15 (B) accompany such request or order with 

16 a written justification for why such termination 

17 is needed, including any specific laws or regula18 tions the agency believes are being violated by 

19 the customer or group of customers, if any. 

20 (2) JUSTIFICATION REQUIREMENT.—A jus21 tification described under paragraph (1)(B) may not 

22 be based solely on the reputation risk to the deposi23 tory institution. 

24 (c) CUSTOMER NOTICE.— 


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1 (1) NOTICE REQUIRED.—Except as provided 

2 under paragraph (2), if an appropriate Federal 

3 banking agency orders a depository institution to 

4 terminate a specific customer account or a group of 

5 customer accounts, the depository institution shall 

6 inform the customer or customers of the justification 

7 for the customer’s account termination described 

8 under subsection (b). 

9 (2) NOTICE PROHIBITED IN CASES OF NA10 TIONAL SECURITY.—If an appropriate Federal bank11 ing agency requests or orders a depository institu12 tion to terminate a specific customer account or a 

13 group of customer accounts based on a belief that 

14 the customer or customers pose a threat to national 

15 security, or are otherwise described under subsection 

16 (a)(2), neither the depository institution nor the ap17 propriate Federal banking agency may inform the 

18 customer or customers of the justification for the 

19 customer’s account termination. 

20 (d) REPORTING REQUIREMENT.—Each appropriate 

21 Federal banking agency shall issue an annual report to 

22 the Congress stating— 

23 (1) the aggregate number of specific customer 

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1 pository institution to terminate during the previous 

2 year; and 

3 (2) the legal authority on which the agency re4 lied in making such requests and orders and the fre5 quency on which the agency relied on each such au6 thority. 

7 (e) DEFINITIONS.—For purposes of this section: 

8 (1) APPROPRIATE FEDERAL BANKING AGEN9 CY.—The term ‘‘appropriate Federal banking agen10 cy’’ means— 

11 (A) the appropriate Federal banking agen12 cy, as defined under section 3 of the Federal 

13 Deposit Insurance Act (12 U.S.C. 1813); and 

14 (B) the National Credit Union Administra15 tion, in the case of an insured credit union. 

16 (2) DEPOSITORY INSTITUTION.—The term ‘‘de17 pository institution’’ means— 

18 (A) a depository institution, as defined 

19 under section 3 of the Federal Deposit Insur20 ance Act (12 U.S.C. 1813); and 

21 (B) an insured credit union. 


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1 SEC. 512. AMENDMENTS TO THE FINANCIAL INSTITUTIONS 

2 REFORM, RECOVERY, AND ENFORCEMENT 

3 ACT OF 1989. 

4 Section 951 of the Financial Institutions Reform, Re5 covery, and Enforcement Act of 1989 (12 U.S.C. 1833a) 

6 is amended— 

7 (1) in subsection (c)(2), by striking ‘‘affecting 

8 a federally insured financial institution’’ and insert9 ing ‘‘against a federally insured financial institution 

10 or by a federally insured financial institution against 

11 an unaffiliated third person’’; and 

12 (2) in subsection (g)— 

13 (A) in the heading, by striking ‘‘SUB14 POENAS’’ and inserting ‘‘INVESTIGATIONS’’; and 

15 (B) by amending paragraph (1)(C) to read 

16 as follows: 

17 ‘‘(C) summon witnesses and require the 

18 production of any books, papers, correspond19 ence, memoranda, or other records which the 

20 Attorney General deems relevant or material to 

21 the inquiry, if the Attorney General— 

22 ‘‘(i) requests a court order from a 

23 court of competent jurisdiction for such ac24 tions and offers specific and articulable 

25 facts showing that there are reasonable 

26 grounds to believe that the information or 


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1 testimony sought is relevant and material 

2 for conducting an investigation under this 

3 section; or 

4 ‘‘(ii) either personally or through dele5 gation no lower than the Deputy Attorney 

6 General, issues and signs a subpoena for 

7 such actions and such subpoena is sup8 ported by specific and articulable facts 

9 showing that there are reasonable grounds 

10 to believe that the information or testi11 mony sought is relevant for conducting an 

12 investigation under this section.’’. 

13 Subtitle D—Portfolio Lending and 

14 Mortgage Access 

15 SEC. 516. SAFE HARBOR FOR CERTAIN LOANS HELD ON 

16 PORTFOLIO. 

17 (a) IN GENERAL.—Section 129C of the Truth in 

18 Lending Act (15 U.S.C. 1639c) is amended by adding at 

19 the end the following: 

20 ‘‘(j) SAFE HARBOR FOR CERTAIN LOANS HELD ON

21 PORTFOLIO.— 

22 ‘‘(1) SAFE HARBOR FOR CREDITORS THAT ARE

23 DEPOSITORY INSTITUTIONS.— 

24 ‘‘(A) IN GENERAL.—A creditor that is a 

25 depository institution shall not be subject to 


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1 suit for failure to comply with subsection (a), 

2 (c)(1), or (f)(2) of this section or section 129H 

3 with respect to a residential mortgage loan, and 

4 the banking regulators shall treat such loan as 

5 a qualified mortgage, if— 

6 ‘‘(i) the creditor has, since the origi7 nation of the loan, held the loan on the 

8 balance sheet of the creditor; and 

9 ‘‘(ii) all prepayment penalties with re10 spect to the loan comply with the limita11 tions described under subsection (c)(3). 

12 ‘‘(B) EXCEPTION FOR CERTAIN TRANS13 FERS.—In the case of a depository institution 

14 that transfers a loan originated by that institu15 tion to another depository institution by reason 

16 of the bankruptcy or failure of the originating 

17 depository institution or the purchase of the 

18 originating depository institution, the depository 

19 institution transferring such loan shall be 

20 deemed to have complied with the requirement 

21 under subparagraph (A)(i). 

22 ‘‘(2) SAFE HARBOR FOR MORTGAGE ORIGINA23 TORS.—A mortgage originator shall not be subject 

24 to suit for a violation of section 129B(c)(3)(B) for 


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1 steering a consumer to a residential mortgage loan 

2 if— 

3 ‘‘(A) the creditor of such loan is a deposi4 tory institution and has informed the mortgage 

5 originator that the creditor intends to hold the 

6 loan on the balance sheet of the creditor for the 

7 life of the loan; and 

8 ‘‘(B) the mortgage originator informs the 

9 consumer that the creditor intends to hold the 

10 loan on the balance sheet of the creditor for the 

11 life of the loan. 

12 ‘‘(3) DEFINITIONS.—For purposes of this sub13 section: 

14 ‘‘(A) BANKING REGULATORS.—The term 

15 ‘banking regulators’ means the Federal banking 

16 agencies, the Consumer Law Enforcement 

17 Agency, and the National Credit Union Admin18 istration. 

19 ‘‘(B) DEPOSITORY INSTITUTION.—The 

20 term ‘depository institution’ has the meaning 

21 given that term under section 19(b)(1) of the 

22 Federal Reserve Act (12 U.S.C. 505(b)(1)). 

23 ‘‘(C) FEDERAL BANKING AGENCIES.—The 

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1 ing given that term under section 3 of the Fed2 eral Deposit Insurance Act.’’. 

3 (b) RULE OF CONSTRUCTION.—Nothing in the 

4 amendment made by this section may be construed as pre5 venting a balloon loan from qualifying for the safe harbor 

6 provided under section 129C(j) of the Truth in Lending 

7 Act if the balloon loan otherwise meets all of the require8 ments under such subsection (j), regardless of whether the 

9 balloon loan meets the requirements described under 

10 clauses (i) through (iv) of section 129C(b)(2)(E) of such 

11 Act. 

12 Subtitle E—Application of the 

13 Expedited Funds Availability Act 

14 SEC. 521. APPLICATION OF THE EXPEDITED FUNDS AVAIL15 ABILITY ACT. 

16 (a) IN GENERAL.—The Expedited Funds Availability 

17 Act (12 U.S.C. 4001 et seq.) is amended— 

18 (1) in section 602(20) (12 U.S.C. 4001(20)) by 

19 inserting ‘‘, located in the United States,’’ after 

20 ‘‘ATM’’; 

21 (2) in section 602(21) (12 U.S.C. 4001(21)) by 

22 inserting ‘‘American Samoa, the Commonwealth of 

23 the Northern Mariana Islands,’’ after ‘‘Puerto 

24 Rico,’’; 


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1 (3) in section 602(23) (12 U.S.C. 4001(23)) by 

2 inserting ‘‘American Samoa, the Commonwealth of 

3 the Northern Mariana Islands,’’ after ‘‘Puerto 

4 Rico,’’; and 

5 (4) in section 603(d)(2)(A) (12 U.S.C. 

6 4002(d)(2)(A)), by inserting ‘‘American Samoa, the 

7 Commonwealth of the Northern Mariana Islands,’’ 

8 after ‘‘Puerto Rico,’’. 

9 (b) EFFECTIVE DATE.—This section shall take effect 

10 on January 1, 2017. 

11 Subtitle F—Small Bank Holding 

12 Company Policy Statement 

13 SEC. 526. CHANGES REQUIRED TO SMALL BANK HOLDING 

14 COMPANY POLICY STATEMENT ON ASSESS15 MENT OF FINANCIAL AND MANAGERIAL FAC16 TORS. 

17 (a) IN GENERAL.—Before the end of the 6-month pe18 riod beginning on the date of the enactment of this Act, 

19 the Board of Governors of the Federal Reserve System 

20 shall revise the Small Bank Holding Company Policy 

21 Statement on Assessment of Financial and Managerial 

22 Factors (12 CFR part 225—appendix C) to raise the con23 solidated asset threshold under such policy statement from 

24 $1,000,000,000 (as adjusted by Public Law 113–250) to 

25 $10,000,000,000. 


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1 (b) CONFORMING AMENDMENT.—Subparagraph (C) 

2 of section 171(b)(5) of the Dodd-Frank Wall Street Re3 form and Consumer Protection Act (12 U.S.C. 

4 5371(b)(5)) is amended to read as follows: 

5 ‘‘(C) any bank holding company or savings 

6 and loan holding company that is subject to the 

7 application of the Small Bank Holding Com8 pany Policy Statement on Assessment of Finan9 cial and Managerial Factors of the Board of 

10 Governors (12 CFR part 225—appendix C).’’. 

11 Subtitle G—Community Institution 

12 Mortgage Relief 

13 SEC. 531. COMMUNITY FINANCIAL INSTITUTION MORTGAGE 

14 RELIEF. 

15 (a) EXEMPTION FROM ESCROW REQUIREMENTS FOR

16 LOANS HELD BY SMALLER CREDITORS.—Section 129D 

17 of the Truth in Lending Act (15 U.S.C. 1639d) is amend18 ed— 

19 (1) by adding at the end the following: 

20 ‘‘(k) SAFE HARBOR FOR LOANS HELD BY SMALLER

21 CREDITORS.— 

22 ‘‘(1) IN GENERAL.—A creditor shall not be in 

23 violation of subsection (a) with respect to a loan if— 

24 ‘‘(A) the creditor has consolidated assets of 

25 $10,000,000,000 or less; and 


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1 ‘‘(B) the creditor holds the loan on the bal2 ance sheet of the creditor for the 3-year period 

3 beginning on the date of the origination of the 

4 loan. 

5 ‘‘(2) EXCEPTION FOR CERTAIN TRANSFERS.— 

6 In the case of a creditor that transfers a loan to an7 other person by reason of the bankruptcy or failure 

8 of the creditor, the purchase of the creditor, or a su9 pervisory act or recommendation from a State or 

10 Federal regulator, the creditor shall be deemed to 

11 have complied with the requirement under para12 graph (1)(B).’’; and 

13 (2) by striking the term ‘‘Board’’ each place 

14 such term appears and inserting ‘‘Consumer Law 

15 Enforcement Agency’’. 

16 (b) MODIFICATION TO EXEMPTION FOR SMALL

17 SERVICERS OF MORTGAGE LOANS.—Section 6 of the Real 

18 Estate Settlement Procedures Act of 1974 (12 U.S.C. 

19 2605) is amended by adding at the end the following: 

20 ‘‘(n) SMALL SERVICER EXEMPTION.—The Consumer 

21 Law Enforcement Agency shall, by regulation, provide ex22 emptions to, or adjustments for, the provisions of this sec23 tion for a servicer that annually services 20,000 or fewer 

24 mortgage loans, in order to reduce regulatory burdens 

25 while appropriately balancing consumer protections.’’. 


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1 Subtitle H—Financial Institutions 

2 Examination Fairness and Reform 

3 SEC. 536. TIMELINESS OF EXAMINATION REPORTS. 

4 (a) IN GENERAL.—The Federal Financial Institu5 tions Examination Council Act of 1978 (12 U.S.C. 3301 

6 et seq.) is amended by adding at the end the following: 

7 ‘‘SEC. 1012. TIMELINESS OF EXAMINATION REPORTS. 

8 ‘‘(a) IN GENERAL.— 

9 ‘‘(1) FINAL EXAMINATION REPORT.—A Federal 

10 financial institutions regulatory agency shall provide 

11 a final examination report to a financial institution 

12 not later than 60 days after the later of— 

13 ‘‘(A) the exit interview for an examination 

14 of the institution; or 

15 ‘‘(B) the provision of additional informa16 tion by the institution relating to the examina17 tion. 

18 ‘‘(2) EXIT INTERVIEW.—If a financial institu19 tion is not subject to a resident examiner program, 

20 the exit interview shall occur not later than the end 

21 of the 9-month period beginning on the commence22 ment of the examination, except that such period 

23 may be extended by the Federal financial institu24 tions regulatory agency by providing written notice 

25 to the institution and the Independent Examination 


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1 Review Director describing with particularity the 

2 reasons that a longer period is needed to complete 

3 the examination. 

4 ‘‘(b) EXAMINATION MATERIALS.—Upon the request 

5 of a financial institution, the Federal financial institutions 

6 regulatory agency shall include with the final report an 

7 appendix listing all examination or other factual informa8 tion relied upon by the agency in support of a material 

9 supervisory determination. 

10 ‘‘SEC. 1013. EXAMINATION STANDARDS. 

11 ‘‘(a) IN GENERAL.—In the examination of a financial 

12 institution— 

13 ‘‘(1) a commercial loan shall not be placed in 

14 non-accrual status solely because the collateral for 

15 such loan has deteriorated in value; 

16 ‘‘(2) a modified or restructured commercial loan 

17 shall be removed from non-accrual status if the bor18 rower demonstrates the ability to perform on such 

19 loan over a maximum period of 6 months, except 

20 that with respect to loans on a quarterly, semi21 annual, or longer repayment schedule such period 

22 shall be a maximum of 3 consecutive repayment pe23 riods; 


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1 ‘‘(3) a new appraisal on a performing commer2 cial loan shall not be required unless an advance of 

3 new funds is involved; and 

4 ‘‘(4) in classifying a commercial loan in which 

5 there has been deterioration in collateral value, the 

6 amount to be classified shall be the portion of the 

7 deficiency relating to the decline in collateral value 

8 and repayment capacity of the borrower. 

9 ‘‘(b) WELL CAPITALIZED INSTITUTIONS.—The Fed10 eral financial institutions regulatory agencies may not re11 quire a financial institution that is well capitalized to raise 

12 additional capital in lieu of an action prohibited under 

13 subsection (a). 

14 ‘‘(c) CONSISTENT LOAN CLASSIFICATIONS.—The 

15 Federal financial institutions regulatory agencies shall de16 velop and apply identical definitions and reporting require17 ments for non-accrual loans. 

18 ‘‘SEC. 1014. OFFICE OF INDEPENDENT EXAMINATION RE19 VIEW. 

20 ‘‘(a) ESTABLISHMENT.—There is established in the 

21 Council an Office of Independent Examination Review 

22 (the ‘Office’). 

23 ‘‘(b) HEAD OF OFFICE.—There is established the po24 sition of the Independent Examination Review Director 

25 (the ‘Director’), as the head of the Office. The Director 


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1 shall be appointed by the Secretary of the Treasury and 

2 shall be independent from any member agency of the 

3 Council. 

4 ‘‘(c) STAFFING.—The Director is authorized to hire 

5 staff to support the activities of the Office. 

6 ‘‘(d) DUTIES.—The Director shall— 

7 ‘‘(1) receive and, at the Director’s discretion, 

8 investigate complaints from financial institutions, 

9 their representatives, or another entity acting on be10 half of such institutions, concerning examinations, 

11 examination practices, or examination reports; 

12 ‘‘(2) hold meetings, at least once every three 

13 months and in locations designed to encourage par14 ticipation from all sections of the United States, 

15 with financial institutions, their representatives, or 

16 another entity acting on behalf of such institutions, 

17 to discuss examination procedures, examination 

18 practices, or examination policies; 

19 ‘‘(3) review examination procedures of the Fed20 eral financial institutions regulatory agencies to en21 sure that the written examination policies of those 

22 agencies are being followed in practice and adhere to 

23 the standards for consistency established by the 

24 Council; 


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1 ‘‘(4) conduct a continuing and regular review of 

2 examination quality assurance for all examination 

3 types conducted by the Federal financial institutions 

4 regulatory agencies; 

5 ‘‘(5) adjudicate any supervisory appeal initiated 

6 under section 1015; and 

7 ‘‘(6) report annually to the Committee on Fi8 nancial Services of the House of Representatives, the 

9 Committee on Banking, Housing, and Urban Affairs 

10 of the Senate, and the Council, on the reviews car11 ried out pursuant to paragraphs (3) and (4), includ12 ing compliance with the requirements set forth in 

13 section 1012 regarding timeliness of examination re14 ports, and the Council’s recommendations for im15 provements in examination procedures, practices, 

16 and policies. 

17 ‘‘(e) CONFIDENTIALITY.—The Director shall keep 

18 confidential all meetings with, discussions with, and infor19 mation provided by financial institutions. 

20 ‘‘SEC. 1015. RIGHT TO INDEPENDENT REVIEW OF MATERIAL 

21 SUPERVISORY DETERMINATIONS. 

22 ‘‘(a) IN GENERAL.—A financial institution shall have 

23 the right to obtain an independent review of a material 

24 supervisory determination contained in a final report of 

25 examination. 


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1 ‘‘(b) NOTICE.— 

2 ‘‘(1) TIMING.—A financial institution seeking 

3 review of a material supervisory determination under 

4 this section shall file a written notice with the Inde5 pendent Examination Review Director (the ‘Direc6 tor’) within 60 days after receiving the final report 

7 of examination that is the subject of such review. 

8 ‘‘(2) IDENTIFICATION OF DETERMINATION.— 

9 The written notice shall identify the material super10 visory determination that is the subject of the inde11 pendent examination review, and a statement of the 

12 reasons why the institution believes that the deter13 mination is incorrect or should otherwise be modi14 fied. 

15 ‘‘(3) INFORMATION TO BE PROVIDED TO INSTI16 TUTION.—Any information relied upon by the agen17 cy in the final report that is not in the possession 

18 of the financial institution may be requested by the 

19 financial institution and shall be delivered promptly 

20 by the agency to the financial institution. 

21 ‘‘(c) RIGHT TO HEARING.— 

22 ‘‘(1) IN GENERAL.—The Director shall deter23 mine the merits of the appeal on the record or, at 

24 the financial institution’s election, shall refer the ap25 peal to an Administrative Law Judge to conduct a 


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1 confidential hearing pursuant to the procedures set 

2 forth under sections 556 and 557 of title 5, United 

3 States Code, which hearing shall take place not later 

4 than 60 days after the petition for review was re5 ceived by the Director, and to issue a proposed deci6 sion to the Director based upon the record estab7 lished at such hearing. 

8 ‘‘(2) STANDARD OF REVIEW.—In rendering a 

9 determination or recommendation under this sub10 section, neither the Administrative Law Judge nor 

11 the Director shall defer to the opinions of the exam12 iner or agency, but shall conduct a de novo review 

13 to independently determine the appropriateness of 

14 the agency’s decision based upon the relevant stat15 utes, regulations, and other appropriate guidance, as 

16 well as evidence adduced at any hearing. 

17 ‘‘(d) FINAL DECISION.—A decision by the Director 

18 on an independent review under this section shall— 

19 ‘‘(1) be made not later than 60 days after the 

20 record has been closed; and 

21 ‘‘(2) be deemed final agency action and shall 

22 bind the agency whose supervisory determination 

23 was the subject of the review and the financial insti24 tution requesting the review. 


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1 ‘‘(e) RIGHT TO JUDICIAL REVIEW.—A financial insti2 tution shall have the right to petition for review of final 

3 agency action under this section by filing a Petition for 

4 Review within 60 days of the Director’s decision in the 

5 United States Court of Appeals for the District of Colum6 bia Circuit or the Circuit in which the financial institution 

7 is located. 

8 ‘‘(f) REPORT.—The Director shall report annually to 

9 the Committee on Financial Services of the House of Rep10 resentatives and the Committee on Banking, Housing, and 

11 Urban Affairs of the Senate on actions taken under this 

12 section, including the types of issues that the Director has 

13 reviewed and the results of those reviews. In no case shall 

14 such a report contain information about individual finan15 cial institutions or any confidential or privileged informa16 tion shared by financial institutions. 

17 ‘‘(g) RETALIATION PROHIBITED.—A Federal finan18 cial institutions regulatory agency may not— 

19 ‘‘(1) retaliate against a financial institution, in20 cluding service providers, or any institution-affiliated 

21 party (as defined under section 3 of the Federal De22 posit Insurance Act), for exercising appellate rights 

23 under this section; or 

24 ‘‘(2) delay or deny any agency action that 

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1 tion-affiliated party on the basis that an appeal 

2 under this section is pending under this section. 

3 ‘‘(h) RULE OF CONSTRUCTION.—Nothing in this sec4 tion may be construed— 

5 ‘‘(1) to affect the right of a Federal financial 

6 institutions regulatory agency to take enforcement 

7 or other supervisory actions related to a material su8 pervisory determination under review under this sec9 tion; or 

10 ‘‘(2) to prohibit the review under this section of 

11 a material supervisory determination with respect to 

12 which there is an ongoing enforcement or other su13 pervisory action.’’. 

14 (b) ADDITIONAL AMENDMENTS.— 

15 (1) RIEGLE COMMUNITY DEVELOPMENT AND

16 REGULATORY IMPROVEMENT ACT OF 1994.—Section 

17 309 of the Riegle Community Development and Reg18 ulatory Improvement Act of 1994 (12 U.S.C. 4806) 

19 is amended— 

20 (A) in subsection (a), by inserting after 

21 ‘‘appropriate Federal banking agency’’ the fol22 lowing: ‘‘, the Consumer Law Enforcement 

23 Agency,’’; 

24 (B) in subsection (b)— 


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1 (i) in paragraph (2), by striking ‘‘the 

2 appellant from retaliation by agency exam3 iners’’ and inserting ‘‘the insured deposi4 tory institution or insured credit union 

5 from retaliation by the agencies referred to 

6 in subsection (a)’’; and 

7 (ii) by adding at the end the following 

8 flush-left text: 

9 ‘‘For purposes of this subsection and subsection (e), retal10 iation includes delaying consideration of, or withholding 

11 approval of, any request, notice, or application that other12 wise would have been approved, but for the exercise of the 

13 institution’s or credit union’s rights under this section.’’; 

14 (C) in subsection (e)(2)— 

15 (i) in subparagraph (B), by striking 

16 ‘‘and’’ at the end; 

17 (ii) in subparagraph (C), by striking 

18 the period and inserting ‘‘; and’’; and 

19 (iii) by adding at the end the fol20 lowing: 

21 ‘‘(D) ensure that appropriate safeguards 

22 exist for protecting the insured depository insti23 tution or insured credit union from retaliation 

24 by any agency referred to in subsection (a) for 


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1 exercising its rights under this subsection.’’; 

2 and 

3 (D) in subsection (f)(1)(A)— 

4 (i) in clause (ii), by striking ‘‘and’’ at 

5 the end; 

6 (ii) in clause (iii), by striking ‘‘and’’ 

7 at the end; and 

8 (iii) by adding at the end the fol9 lowing: 

10 ‘‘(iv) any issue specifically listed in an 

11 exam report as a matter requiring atten12 tion by the institution’s management or 

13 board of directors; and 

14 ‘‘(v) any suspension or removal of an 

15 institution’s status as eligible for expedited 

16 processing of applications, requests, no17 tices, or filings on the grounds of a super18 visory or compliance concern, regardless of 

19 whether that concern has been cited as a 

20 basis for another material supervisory de21 termination or matter requiring attention 

22 in an examination report, provided that the 

23 conduct at issue did not involve violation of 

24 any criminal law; and’’. 


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1 (2) FEDERAL CREDIT UNION ACT.—Section 

2 205(j) of the Federal Credit Union Act (12 U.S.C. 

3 1785(j)) is amended by inserting ‘‘the Consumer 

4 Law Enforcement Agency,’’ before ‘‘the Administra5 tion’’ each place such term appears. 

6 (3) FEDERAL FINANCIAL INSTITUTIONS EXAM7 INATION COUNCIL ACT OF 1978.—The Federal Fi8 nancial Institutions Examination Council Act of 

9 1978 (12 U.S.C. 3301 et seq.) is amended— 

10 (A) in section 1003, by amending para11 graph (1) to read as follows: 

12 ‘‘(1) the term ‘Federal financial institutions 

13 regulatory agencies’— 

14 ‘‘(A) means the Office of the Comptroller 

15 of the Currency, the Board of Governors of the 

16 Federal Reserve System, the Federal Deposit 

17 Insurance Corporation, and the National Credit 

18 Union Administration; and 

19 ‘‘(B) for purposes of sections 1012, 1013, 

20 1014, and 1015, includes the Consumer Law 

21 Enforcement Agency;’’; and 

22 (B) in section 1005, by striking ‘‘One23 fifth’’ and inserting ‘‘One-fourth’’. 


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1 Subtitle I—National Credit Union 

2 Administration Budget Trans3 parency 

4 SEC. 541. BUDGET TRANSPARENCY FOR THE NCUA. 

5 Section 209(b) of the Federal Credit Union Act (12 

6 U.S.C. 1789) is amended— 

7 (1) by redesignating paragraphs (1) and (2) as 

8 paragraphs (2) and (3), respectively; 

9 (2) by inserting before paragraph (2), as so re10 designated, the following: 

11 ‘‘(1) on an annual basis and prior to the sub12 mission of the detailed business-type budget required 

13 under paragraph (2)— 

14 ‘‘(A) make publicly available and cause to 

15 be printed in the Federal Register a draft of 

16 such detailed business-type budget; and 

17 ‘‘(B) hold a public hearing, with public no18 tice provided of such hearing, wherein the pub19 lic can submit comments on the draft of such 

20 detailed business-type budget;’’; and 

21 (3) in paragraph (2), as so redesignated— 

22 (A) by inserting ‘‘detailed’’ after ‘‘submit 

23 a’’; and 

24 (B) by inserting ‘‘, and where such budget 

25 shall address any comments submitted by the 


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1 public pursuant to paragraph (1)(B)’’ after 

2 ‘‘Control Act’’. 

3 Subtitle J—Taking Account of In4 stitutions With Low Operation 

5 Risk 

6 SEC. 546. REGULATIONS APPROPRIATE TO BUSINESS MOD7 ELS. 

8 (a) IN GENERAL.—For any regulatory action occur9 ring after the date of the enactment of this Act, each Fed10 eral financial institutions regulatory agency shall— 

11 (1) take into consideration the risk profile and 

12 business models of each type of institution or class 

13 of institutions subject to the regulatory action; 

14 (2) determine the necessity, appropriateness, 

15 and impact of applying such regulatory action to 

16 such institutions or classes of institutions; and 

17 (3) tailor such regulatory action in a manner 

18 that limits the regulatory compliance impact, cost, li19 ability risk, and other burdens, as appropriate, for 

20 the risk profile and business model of the institution 

21 or class of institutions involved. 

22 (b) OTHER CONSIDERATIONS.—In carrying out the 

23 requirements of subsection (a), each Federal financial in24 stitutions regulatory agency shall consider— 


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1 (1) the impact that such regulatory action, both 

2 by itself and in conjunction with the aggregate effect 

3 of other regulations, has on the ability of the appli4 cable institution or class of institutions to serve 

5 evolving and diverse customer needs; 

6 (2) the potential impact of examination manu7 als, regulatory actions taken with respect to third8 party service providers, or other regulatory directives 

9 that may be in conflict or inconsistent with the tai10 loring of such regulatory action described in sub11 section (a)(3); and 

12 (3) the underlying policy objectives of the regu13 latory action and statutory scheme involved. 

14 (c) NOTICE OF PROPOSED AND FINAL RULE15 MAKING.—Each Federal financial institutions regulatory 

16 agency shall disclose in every notice of proposed rule17 making and in any final rulemaking for a regulatory ac18 tion how the agency has applied subsections (a) and (b). 

19 (d) REPORTS TO CONGRESS.— 

20 (1) INDIVIDUAL AGENCY REPORTS.— 

21 (A) IN GENERAL.—Not later than 1 year 

22 after the date of the enactment of this Act and 

23 annually thereafter, each Federal financial in24 stitutions regulatory agency shall report to the 

25 Committee on Financial Services of the House 


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1 of Representatives and the Committee on Bank2 ing, Housing, and Urban Affairs of the Senate 

3 on the specific actions taken to tailor the regu4 latory actions of the agency pursuant to the re5 quirements of this Act. 

6 (B) APPEARANCE BEFORE THE COMMIT7 TEES.—The head of each Federal financial in8 stitution regulatory agency shall appear before 

9 the Committee on Financial Services of the 

10 House of Representatives and the Committee 

11 on Banking, Housing, and Urban Affairs of the 

12 Senate after each report is made pursuant to 

13 subparagraph (A) to testify on the contents of 

14 such report. 

15 (2) FIEC REPORTS.— 

16 (A) IN GENERAL.—Not later than 3 

17 months after each report is submitted under 

18 paragraph (1), the Financial Institutions Ex19 amination Council shall report to the Com20 mittee on Financial Services of the House of 

21 Representatives and the Committee on Bank22 ing, Housing, and Urban Affairs of the Senate 

23 on— 

24 (i) the extent to which regulatory ac25 tions tailored pursuant to this Act result in 


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1 different treatment of similarly situated in2 stitutions of diverse charter types; and 

3 (ii) the reasons for such differential 

4 treatment. 

5 (B) APPEARANCE BEFORE THE COMMIT6 TEES.—The Chairman of the Financial Institu7 tions Examination Council shall appear before 

8 the Committee on Financial Services of the 

9 House of Representatives and the Committee 

10 on Banking, Housing, and Urban Affairs of the 

11 Senate after each report is made pursuant to 

12 subparagraph (A) to testify on the contents of 

13 such report. 

14 (e) LIMITED LOOK-BACK APPLICATION.— 

15 (1) IN GENERAL.—Each Federal financial insti16 tutions regulatory agency shall conduct a review of 

17 all regulations adopted during the period beginning 

18 on the date that is seven years before the date of the 

19 introduction of this Act in the House of Representa20 tives and ending on the date of the enactment of 

21 this Act, and apply the requirements of this Act to 

22 such regulations. 

23 (2) REVISION.—If the application of the re24 quirements of this Act to any such regulation re25 quires such regulation to be revised, the applicable 


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1 Federal financial institutions regulatory agency shall 

2 revise such regulation within 3 years of the enact3 ment of this Act. 

4 (f) DEFINITIONS.—In this Act, the following defini5 tions shall apply: 

6 (1) FEDERAL FINANCIAL INSTITUTIONS REGU7 LATORY AGENCIES.—The term ‘‘Federal financial in8 stitutions regulatory agencies’’ means the Office of 

9 the Comptroller of the Currency, the Board of Gov10 ernors of the Federal Reserve System, the Federal 

11 Deposit Insurance Corporation, the National Credit 

12 Union Administration, and the Consumer Law En13 forcement Agency. 

14 (2) REGULATORY ACTION.—The term ‘‘regu15 latory action’’ means any proposed, interim, or final 

16 rule or regulation, guidance, or published interpreta17 tion. 

18 Subtitle K—Federal Savings 

19 Association Charter Flexibility 

20 SEC. 551. OPTION FOR FEDERAL SAVINGS ASSOCIATIONS 

21 TO OPERATE AS A COVERED SAVINGS ASSO22 CIATION. 

23 The Home Owners’ Loan Act is amended by inserting 

24 after section 5 (12 U.S.C. 1464) the following: 


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1 ‘‘SEC. 5A. ELECTION TO OPERATE AS A COVERED SAVINGS 

2 ASSOCIATION. 

3 ‘‘(a) DEFINITION.—In this section, the term ‘covered 

4 savings association’ means a Federal savings association 

5 that makes an election approved under subsection (b). 

6 ‘‘(b) ELECTION.— 

7 ‘‘(1) IN GENERAL.—Upon issuance of the rules 

8 described in subsection (f), a Federal savings asso9 ciation may elect to operate as a covered savings as10 sociation by submitting a notice to the Comptroller 

11 of such election. 

12 ‘‘(2) APPROVAL.—A Federal savings association 

13 shall be deemed to be approved to operate as a cov14 ered savings association on the date that is 60 days 

15 after the date on which the Comptroller receives the 

16 notice under paragraph (1), unless the Comptroller 

17 notifies the Federal savings association otherwise. 

18 ‘‘(c) RIGHTS AND DUTIES.—Notwithstanding any 

19 other provision of law and except as otherwise provided 

20 in this section, a covered savings association shall— 

21 ‘‘(1) have the same rights and privileges as a 

22 national bank that has its main office situated in the 

23 same location as the home office of the covered sav24 ings association; and 


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1 ‘‘(2) be subject to the same duties, restrictions, 

2 penalties, liabilities, conditions, and limitations that 

3 would apply to such a national bank. 

4 ‘‘(d) TREATMENT OF COVERED SAVINGS ASSOCIA5 TIONS.—A covered savings association shall be treated as 

6 a Federal savings association for the purposes— 

7 ‘‘(1) of governance of the covered savings asso8 ciation, including incorporation, bylaws, boards of 

9 directors, shareholders, and distribution of divi10 dends; 

11 ‘‘(2) of consolidation, merger, dissolution, con12 version (including conversion to a stock bank or to 

13 another charter), conservatorship, and receivership; 

14 and 

15 ‘‘(3) determined by regulation of the Comp16 troller. 

17 ‘‘(e) EXISTING BRANCHES.—A covered savings asso18 ciation may continue to operate any branch or agency the 

19 covered savings association operated on the date on which 

20 an election under subsection (b) is approved. 

21 ‘‘(f) RULEMAKING.—The Comptroller shall issue 

22 rules to carry out this section— 

23 ‘‘(1) that establish streamlined standards and 

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1 tion or timelines for an election under subsection 

2 (b); 

3 ‘‘(2) that require a Federal savings association 

4 that makes an election under subsection (b) to iden5 tify specific assets and subsidiaries— 

6 ‘‘(A) that do not conform to the require7 ments for assets and subsidiaries of a national 

8 bank; and 

9 ‘‘(B) that are held by the Federal savings 

10 association on the date on which the Federal 

11 savings association submits a notice of such 

12 election; 

13 ‘‘(3) that establish— 

14 ‘‘(A) a transition process for bringing such 

15 assets and subsidiaries into conformance with 

16 the requirements for a national bank; and 

17 ‘‘(B) procedures for allowing the Federal 

18 savings association to provide a justification for 

19 grandfathering such assets and subsidiaries 

20 after electing to operate as a covered savings 

21 association; 

22 ‘‘(4) that establish standards and procedures to 

23 allow a covered savings association to terminate an 

24 election under subsection (b) after an appropriate 

25 period of time or to make a subsequent election; 


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1 ‘‘(5) that clarify requirements for the treatment 

2 of covered savings associations, including the provi3 sions of law that apply to covered savings associa4 tions; and 

5 ‘‘(6) as the Comptroller deems necessary and in 

6 the interests of safety and soundness.’’. 

7 Subtitle L—SAFE Transitional 

8 Licensing 

9 SEC. 556. ELIMINATING BARRIERS TO JOBS FOR LOAN 

10 ORIGINATORS. 

11 (a) IN GENERAL.—The S.A.F.E. Mortgage Licensing 

12 Act of 2008 (12 U.S.C. 5101 et seq.) is amended by add13 ing at the end the following: 

14 ‘‘SEC. 1518. EMPLOYMENT TRANSITION OF LOAN ORIGINA15 TORS. 

16 ‘‘(a) TEMPORARY AUTHORITY TO ORIGINATE LOANS

17 FOR LOAN ORIGINATORS MOVING FROM A DEPOSITORY

18 INSTITUTION TO A NON-DEPOSITORY INSTITUTION.— 

19 ‘‘(1) IN GENERAL.—Upon employment by a 

20 State-licensed mortgage company, an individual who 

21 is a registered loan originator shall be deemed to 

22 have temporary authority to act as a loan originator 

23 in an application State for the period described in 

24 paragraph (2) if the individual— 


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1 ‘‘(A) has not had an application for a loan 

2 originator license denied, or had such a license 

3 revoked or suspended in any governmental ju4 risdiction; 

5 ‘‘(B) has not been subject to or served 

6 with a cease and desist order in any govern7 mental jurisdiction or as described in section 

8 1514(c); 

9 ‘‘(C) has not been convicted of a felony 

10 that would preclude licensure under the law of 

11 the application State; 

12 ‘‘(D) has submitted an application to be a 

13 State-licensed loan originator in the application 

14 State; and 

15 ‘‘(E) was registered in the Nationwide 

16 Mortgage Licensing System and Registry as a 

17 loan originator during the 12-month period pre18 ceding the date of submission of the informa19 tion required under section 1505(a). 

20 ‘‘(2) PERIOD.—The period described in para21 graph (1) shall begin on the date that the individual 

22 submits the information required under section 

23 1505(a) and shall end on the earliest of— 


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1 ‘‘(A) the date that the individual with2 draws the application to be a State-licensed 

3 loan originator in the application State; 

4 ‘‘(B) the date that the application State 

5 denies, or issues a notice of intent to deny, the 

6 application; 

7 ‘‘(C) the date that the application State 

8 grants a State license; or 

9 ‘‘(D) the date that is 120 days after the 

10 date on which the individual submits the appli11 cation, if the application is listed on the Nation12 wide Mortgage Licensing System and Registry 

13 as incomplete. 

14 ‘‘(b) TEMPORARY AUTHORITY TO ORIGINATE LOANS

15 FOR STATE-LICENSED LOAN ORIGINATORS MOVING

16 INTERSTATE.— 

17 ‘‘(1) IN GENERAL.—A State-licensed loan origi18 nator shall be deemed to have temporary authority 

19 to act as a loan originator in an application State 

20 for the period described in paragraph (2) if the 

21 State-licensed loan originator— 

22 ‘‘(A) meets the requirements of subpara23 graphs (A), (B), (C), and (D) of subsection 

24 (a)(1); 


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1 ‘‘(B) is employed by a State-licensed mort2 gage company in the application State; and 

3 ‘‘(C) was licensed in a State that is not the 

4 application State during the 30-day period pre5 ceding the date of submission of the informa6 tion required under section 1505(a) in connec7 tion with the application submitted to the appli8 cation State. 

9 ‘‘(2) PERIOD.—The period described in para10 graph (1) shall begin on the date that the State-li11 censed loan originator submits the information re12 quired under section 1505(a) in connection with the 

13 application submitted to the application State and 

14 end on the earliest of— 

15 ‘‘(A) the date that the State-licensed loan 

16 originator withdraws the application to be a 

17 State-licensed loan originator in the application 

18 State; 

19 ‘‘(B) the date that the application State 

20 denies, or issues a notice of intent to deny, the 

21 application; 

22 ‘‘(C) the date that the application State 

23 grants a State license; or 

24 ‘‘(D) the date that is 120 days after the 

25 date on which the State-licensed loan originator 


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1 submits the application, if the application is 

2 listed on the Nationwide Mortgage Licensing 

3 System and Registry as incomplete. 

4 ‘‘(c) APPLICABILITY.— 

5 ‘‘(1) Any person employing an individual who is 

6 deemed to have temporary authority to act as a loan 

7 originator in an application State pursuant to this 

8 section shall be subject to the requirements of this 

9 title and to applicable State law to the same extent 

10 as if such individual was a State-licensed loan origi11 nator licensed by the application State. 

12 ‘‘(2) Any individual who is deemed to have tem13 porary authority to act as a loan originator in an ap14 plication State pursuant to this section and who en15 gages in residential mortgage loan origination activi16 ties shall be subject to the requirements of this title 

17 and to applicable State law to the same extent as if 

18 such individual was a State-licensed loan originator 

19 licensed by the application State. 

20 ‘‘(d) DEFINITIONS.—In this section, the following 

21 definitions shall apply: 

22 ‘‘(1) STATE-LICENSED MORTGAGE COMPANY.— 

23 The term ‘State-licensed mortgage company’ means 

24 an entity licensed or registered under the law of any 


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1 State to engage in residential mortgage loan origina2 tion and processing activities. 

3 ‘‘(2) APPLICATION STATE.—The term ‘applica4 tion State’ means a State in which a registered loan 

5 originator or a State-licensed loan originator seeks 

6 to be licensed.’’. 

7 (b) TABLE OF CONTENTS AMENDMENT.—The table 

8 of contents in section 1(b) of the Housing and Economic 

9 Recovery Act of 2008 (42 U.S.C. 4501 note) is amended 

10 by inserting after the item relating to section 1517 the 

11 following: 

‘‘Sec. 1518. Employment transition of loan originators.’’. 

12 (c) AMENDMENT TO CIVIL LIABILITY OF THE CON13 SUMER LAW ENFORCEMENT AGENCY AND OTHER OFFI14 CIALS.—Section 1513 of the S.A.F.E. Mortgage Licensing 

15 Act of 2008 (12 U.S.C. 5112) is amended by striking ‘‘are 

16 loan originators or are applying for licensing or registra17 tion as loan originators’’ and inserting ‘‘are applying for 

18 licensing or registration using the Nationwide Mortgage 

19 Licensing System and Registry’’. 

20 Subtitle M—Right to Lend 

21 SEC. 561. SMALL BUSINESS LOAN DATA COLLECTION RE22 QUIREMENT. 

23 (a) REPEAL.—Section 704B of the Equal Credit Op24 portunity Act (15 U.S.C. 1691c–2) is repealed. 


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1 (b) CONFORMING AMENDMENTS.—Section 701(b) of 

2 the Equal Credit Opportunity Act (15 U.S.C. 1691(b)) is 

3 amended— 

4 (1) in paragraph (3), by inserting ‘‘or’’ at the 

5 end; 

6 (2) in paragraph (4), by striking ‘‘; or’’ and in7 serting a period; and 

8 (3) by striking paragraph (5). 

9 (c) CLERICAL AMENDMENT.—The table of sections 

10 for title VII of the Consumer Credit Protection Act is 

11 amended by striking the item relating to section 704B. 

12 Subtitle N—Community Bank 

13 Reporting Relief 

14 SEC. 566. SHORT FORM CALL REPORT. 

15 (a) IN GENERAL.—Section 7(a) of the Federal De16 posit Insurance Act (12 U.S.C. 1817(a)) is amended by 

17 adding at the end the following: 

18 ‘‘(12) SHORT FORM REPORTING.— 

19 ‘‘(A) IN GENERAL.—The appropriate Fed20 eral banking agencies shall issue regulations al21 lowing for a reduced reporting requirement for 

22 covered depository institutions when making the 

23 first and third report of condition for a year, as 

24 required pursuant to paragraph (3). 


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1 ‘‘(B) COVERED DEPOSITORY INSTITUTION

2 DEFINED.—For purposes of this paragraph, the 

3 term ‘covered depository institution’ means an 

4 insured depository institution that— 

5 ‘‘(i) is well capitalized (as defined 

6 under section 38(b)); and 

7 ‘‘(ii) satisfies such other criteria as 

8 the appropriate Federal banking agencies 

9 determine appropriate.’’. 

10 (b) REPORT TO CONGRESS.—Not later than 180 days 

11 after the date of the enactment of this Act, and every 365 

12 days thereafter until the appropriate Federal banking 

13 agencies (as defined under section 3 of the Federal De14 posit Insurance Act) have issued the regulations required 

15 under section 7(a)(12)(A) of the Federal Deposit Insur16 ance Act, such agencies shall submit to the Committee on 

17 Financial Services of the House of Representatives and 

18 the Committee on Banking, Housing, and Urban Affairs 

19 of the Senate a report describing the progress made in 

20 issuing such regulations. 


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1 Subtitle O—Homeowner 

2 Information Privacy Protection 

3 SEC. 571. STUDY REGARDING PRIVACY OF INFORMATION 

4 COLLECTED UNDER THE HOME MORTGAGE 

5 DISCLOSURE ACT OF 1975. 

6 (a) STUDY.—The Comptroller General of the United 

7 States shall conduct a study to determine whether the 

8 data required to be published, made available, or disclosed 

9 under the final rule, in connection with other publicly 

10 available data sources, including data made publicly avail11 able under Regulation C (12 CFR 1003) before the effec12 tive date of the final rule, could allow for or increase the 

13 probability of— 

14 (1) exposure of the identity of mortgage appli15 cants or mortgagors through reverse engineering; 

16 (2) exposure of mortgage applicants or mortga17 gors to identity theft or the loss of sensitive personal 

18 financial information; 

19 (3) the marketing or sale of unfair or deceptive 

20 financial products to mortgage applicants or mortga21 gors based on such data; 

22 (4) personal financial loss or emotional distress 

23 resulting from the exposure of mortgage applicants 

24 or mortgagors to identify theft or the loss of sen25 sitive personal financial information; and 


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1 (5) the potential legal liability facing the Con2 sumer Law Enforcement Agency and market partici3 pants in the event the data required to be published, 

4 made available, or disclosed under the final rule 

5 leads or contributes to identity theft or the capture 

6 of sensitive personal financial information. 

7 (b) REPORT.—The Comptroller General of the 

8 United States shall submit to the Committee on Financial 

9 Services of the House of Representatives and the Com10 mittee on Banking, Housing, and Urban Affairs of the 

11 Senate a report that includes— 

12 (1) the findings and conclusions of the Comp13 troller General with respect to the study required 

14 under subsection (a); and 

15 (2) any recommendations for legislative or regu16 latory actions that— 

17 (A) would enhance the privacy of a con18 sumer when accessing mortgage credit; and 

19 (B) are consistent with consumer protec20 tions and safe and sound banking operations. 

21 (c) SUSPENSION OF DATA SHARING REQUIRE22 MENTS.—Notwithstanding any other provision of law, in23 cluding the final rule— 

24 (1) depository institutions shall not be required 

25 to publish, disclose, or otherwise make available to 


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1 the public, pursuant to the Home Mortgage Disclo2 sure Act of 1975 (or regulations issued under such 

3 Act) any data that was not required to be published, 

4 disclosed, or otherwise made available pursuant to 

5 such Act (or regulations issued under such Act) on 

6 the day before the date of the enactment of the 

7 Dodd-Frank Wall Street Reform and Consumer Pro8 tection Act; and 

9 (2) the Consumer Law Enforcement Agency 

10 and the Financial Institutions Examination Council 

11 shall not publish, disclose, or otherwise make avail12 able to the public any such information received 

13 from a depository institution pursuant to the final 

14 rule, except as required by law. 

15 (d) TEMPORARY SUSPENSION OF DATA REPORTING

16 REQUIREMENTS..—Notwithstanding any other provision 

17 of law, the effective date for new reporting requirements 

18 contained in the final rule shall be January 1, 2019. 

19 (e) DEFINITIONS.—For purposes of this section: 

20 (1) DEPOSITORY INSTITUTION.—The term ‘‘de21 pository institution’’ has the meaning given that 

22 term under section 303 of the Home Mortgage Dis23 closure Act of 1975 (12 U.S.C. 2802). 

24 (2) FINAL RULE.—The term ‘‘final rule’’ means 

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1 nancial Protection titled ‘‘Home Mortgage Disclo2 sure (Regulation C)’’ (October 28, 2015; 80 Fed. 

3 Reg. 66128). 

4 Subtitle P—Home Mortgage 

5 Disclosure Adjustment 

6 SEC. 576. DEPOSITORY INSTITUTIONS SUBJECT TO MAINTE7 NANCE OF RECORDS AND DISCLOSURE RE8 QUIREMENTS. 

9 (a) IN GENERAL.—Section 304 of the Home Mort10 gage Disclosure Act of 1975 (12 U.S.C. 2803) is amend11 ed— 

12 (1) by redesignating subsection (i) as paragraph 

13 (2) and adjusting the margin appropriately; and 

14 (2) by inserting before such paragraph (2) the 

15 following: 

16 ‘‘(i) EXEMPTIONS.— 

17 ‘‘(1) IN GENERAL.—With respect to a deposi18 tory institution, the requirements of subsections (a) 

19 and (b) shall not apply— 

20 ‘‘(A) with respect to closed-end mortgage 

21 loans, if such depository institution originated 

22 less than 100 closed-end mortgage loans in each 

23 of the two preceding calendar years; and 

24 ‘‘(B) with respect to open-end lines of 

25 credit, if such depository institution originated 


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1 less than 200 open-end lines of credit in each 

2 of the two preceding calendar years.’’. 

3 (b) TECHNICAL CORRECTION.—Section 304(i)(2) of 

4 such Act, as redesignated by subsection (a), is amended 

5 by striking ‘‘section 303(2)(A)’’ and inserting ‘‘section 

6 303(3)(A)’’. 

7 Subtitle Q—Protecting Consumers’ 

8 Access to Credit 

9 SEC. 581. RATE OF INTEREST AFTER TRANSFER OF LOAN. 

10 (a) AMENDMENT TO THE REVISED STATUTES.—Sec11 tion 5197 of the Revised Statutes of the United States 

12 (12 U.S.C. 85) is amended by adding at the end the fol13 lowing new sentence: ‘‘A loan that is valid when made as 

14 to its maximum rate of interest in accordance with this 

15 section shall remain valid with respect to such rate regard16 less of whether the loan is subsequently sold, assigned, or 

17 otherwise transferred to a third party, and may be en18 forced by such third party notwithstanding any State law 

19 to the contrary.’’. 

20 (b) AMENDMENT TO THE HOME OWNERS’ LOAN

21 ACT.—Section 4(g)(1) of the Home Owners’ Loan Act (12 

22 U.S.C. 1463(g)(1)) is amended by adding at the end the 

23 following new sentence: ‘‘A loan that is valid when made 

24 as to its maximum rate of interest in accordance with this 

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1 gardless of whether the loan is subsequently sold, as2 signed, or otherwise transferred to a third party, and may 

3 be enforced by such third party notwithstanding any State 

4 law to the contrary.’’. 

5 (c) AMENDMENT TO THE FEDERAL CREDIT UNION

6 ACT.—Section 205(g)(1) of the Federal Credit Union Act 

7 (12 U.S.C. 1785(g)(1)) is amended by adding at the end 

8 the following new sentence: ‘‘A loan that is valid when 

9 made as to its maximum rate of interest in accordance 

10 with this subsection shall remain valid with respect to such 

11 rate regardless of whether the loan is subsequently sold, 

12 assigned, or otherwise transferred to a third party, and 

13 may be enforced by such third party notwithstanding any 

14 State law to the contrary.’’. 

15 (d) AMENDMENT TO THE FEDERAL DEPOSIT INSUR16 ANCE ACT.—Section 27(a) of the Federal Deposit Insur17 ance Act (12 U.S.C. 1831d(a)) is amended by adding at 

18 the end the following new sentence: ‘‘A loan that is valid 

19 when made as to its maximum rate of interest in accord20 ance with this section shall remain valid with respect to 

21 such rate regardless of whether the loan is subsequently 

22 sold, assigned, or otherwise transferred to a third party, 

23 and may be enforced by such third party notwithstanding 

24 any State law to the contrary.’’. 


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1 Subtitle R—NCUA Overhead 

2 Transparency 

3 SEC. 586. FUND TRANSPARENCY. 

4 Section 203 of the Federal Credit Union Act (12 

5 U.S.C. 1783) is amended by adding at the end the fol6 lowing: 

7 ‘‘(g) FUND TRANSPARENCY.— 

8 ‘‘(1) IN GENERAL.—The Board shall accom9 pany each annual budget submitted pursuant to sec10 tion 209(b) with a report containing— 

11 ‘‘(A) a detailed analysis of how the ex12 penses of the Administration are assigned be13 tween prudential activities and insurance-re14 lated activities and the extent to which those 

15 expenses are paid from the fees collected pursu16 ant to section 105 or from the Fund; and 

17 ‘‘(B) the Board’s supporting rationale for 

18 any proposed use of amounts in the Fund con19 tained in such budget, including detailed break20 downs and supporting rationales for any such 

21 proposed use related to titles of this Act other 

22 than this title. 

23 ‘‘(2) PUBLIC DISCLOSURE.—The Board shall 

24 make each report described under paragraph (1) 


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1 available to the public and available on the Board’s 

2 website.’’. 

3 Subtitle S—Housing Opportunities 

4 Made Easier 

5 SEC. 591. CLARIFICATION OF DONATED SERVICES TO NON6 PROFITS. 

7 Section 129E(i) of the Truth in Lending Act (15 

8 U.S.C. 1639e(i)) is amended by adding at the end the fol9 lowing: 

10 ‘‘(4) RULE OF CONSTRUCTION RELATED TO AP11 PRAISAL DONATIONS.—For purposes of paragraph 

12 (1), if a fee appraiser voluntarily donates appraisal 

13 services to an organization described in section 

14 170(c)(2) of the Internal Revenue Code of 1986, 

15 such voluntary donation shall be deemed customary 

16 and reasonable.’’. 

17 Subtitle T—Protection of Con18 sumer Information by Con19 sumer Reporting Agencies 

20 SEC. 596. SENSE OF CONGRESS RELATED TO PROTECTION 

21 OF CONSUMER INFORMATION BY CONSUMER 

22 REPORTING AGENCIES. 

23 (a) IN GENERAL.—It is the sense of the Congress 

24 that consumer reporting agencies and subsidiaries of con25 sumer reporting agencies should, when providing access 


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1 to consumers to the information contained in the file of 

2 the consumer maintained by the consumer reporting agen3 cy, use strong multi-factor authentication procedures to 

4 verify the identity of consumers. 

5 (b) DEFINITIONS.—For purposes of this section, the 

6 terms ‘‘consumer’’, ‘‘consumer reporting agency’’, and 

7 ‘‘file’’ have the meanings given those terms in section 603 

8 of the Fair Credit Reporting Act (15 U.S.C. 1681a). 

9 Subtitle U—Legitimate Financial 

10 Transactions Report 

11 SEC. 597. TREASURY REPORT ON LEGITIMATE FINANCIAL 

12 TRANSACTIONS. 

13 Not later than the end of the 90-day period beginning 

14 on the date of the enactment of this Act, the Secretary 

15 of the Treasury shall issue a report to the Congress on— 

16 (1) the Secretary’s efforts to ensure that legiti17 mate financial transactions move freely and globally; 

18 and 

19 (2) how the Secretary coordinates on such ef20 forts with Federal bank regulators, financial institu21 tions, and money service businesses. 


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1 Subtitle V—Dividend Waiver Au2 thority for Mutual Holding Com3 panies 

4 SEC. 598. DIVIDEND WAIVER AUTHORITY FOR MUTUAL 

5 HOLDING COMPANIES. 

6 Section 10(o)(11) of the Home Owners’ Loan Act (12 

7 U.S.C. 1467a(o)(11)) is amended— 

8 (1) in subparagraph (D)— 

9 (A) in clause (i), by adding ‘‘and’’ at the 

10 end; 

11 (B) in clause (ii), by striking ‘‘; and’’ and 

12 inserting a period; and 

13 (C) by striking clause (iii); 

14 (2) by amending subparagraph (E) to read as 

15 follows: 

16 ‘‘(E) VALUATION.—The appropriate Fed17 eral banking agency may not consider waived 

18 dividends in determining an appropriate ex19 change ratio in the event of a full conversion to 

20 stock form.’’; and 

21 (3) by adding at the end the following new sub22 paragraph: 

23 ‘‘(F) RULE OF CONSTRUCTION.—Nothing 

24 in this paragraph shall be construed to author25 ize the appropriate Federal banking agency to 


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1 require a vote of members of a mutual holding 

2 company to approve one or more dividend waiv3 ers or to place any additional restrictions on 

4 dividend waivers by mutual holding companies 

5 that are inconsistent with or exceed the require6 ments set forth in this paragraph.’’. 

7 TITLE VI—REGULATORY RELIEF 

8 FOR STRONGLY CAPITALIZED, 

9 WELL MANAGED BANKING 

10 ORGANIZATIONS 

11 SEC. 601. CAPITAL ELECTION. 

12 (a) IN GENERAL.—A banking organization may make 

13 an election under this section to be treated as a qualifying 

14 banking organization for purposes of the regulatory relief 

15 described under section 602. 

16 (b) REQUIREMENTS.—A banking organization may 

17 qualify to be treated as a qualifying banking organization 

18 if— 

19 (1) the banking organization has an average le20 verage ratio of at least 10 percent; 

21 (2) with respect to a depository institution hold22 ing company, each insured depository institution 

23 subsidiary of the holding company simultaneously 

24 makes the election described under subsection (a); 

25 and 


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1 (3) with respect to an insured depository insti2 tution, any parent depository institution holding 

3 company of the institution simultaneously makes the 

4 election described under subsection (a). 

5 (c) ELECTION PROCESS.—To make an election under 

6 this section, a banking organization shall submit an elec7 tion to the appropriate Federal banking agency (and any 

8 applicable State bank supervisor that regulates the bank9 ing organization) containing— 

10 (1) a notice of such election; 

11 (2) the banking organization’s average leverage 

12 ratio, as well as the organization’s quarterly leverage 

13 ratio for each of the most recently completed four 

14 calendar quarters; 

15 (3) if the banking organization is a depository 

16 institution holding company, the information de17 scribed under paragraph (2) for each of the organi18 zation’s insured depository institution subsidiaries; 

19 and 

20 (4) if the banking organization is an insured 

21 depository institution, the information described 

22 under paragraph (2) for any parent depository insti23 tution holding company of the institution. 

24 (d) EFFECTIVE DATE OF ELECTION.— 


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1 (1) IN GENERAL.—An election made under this 

2 section shall take effect at the end of the 30-day pe3 riod beginning on the date that the appropriate Fed4 eral banking agency receives the application de5 scribed under subsection (c), unless the appropriate 

6 Federal banking agency determines that the banking 

7 organization has not met the requirements described 

8 under subsection (b). 

9 (2) NOTICE OF FAILURE TO MEET REQUIRE10 MENTS.—If the appropriate Federal banking agency 

11 determines that a banking organization submitting 

12 an election notice under subsection (c) does not meet 

13 the requirements described under subsection (b), the 

14 agency shall— 

15 (A) notify the banking organization (and 

16 any applicable State bank supervisor that regu17 lates the banking organization), in writing, of 

18 such determination as soon as possible after 

19 such determination is made, but in no case 

20 later than the end of the 30-day period begin21 ning on the date that the appropriate Federal 

22 banking agency receives the election; and 

23 (B) include in such notification the specific 

24 reasons for such determination and steps that 


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1 the banking organization can take to meet such 

2 requirements. 

3 (e) TREATMENT OF CERTAIN NEW BANKING ORGA4 NIZATIONS.—In the case of a banking organization that 

5 is a newly-chartered insured depository institution or a 

6 banking organization that becomes a banking organization 

7 because it controls a newly-chartered insured depository 

8 institution, such banking organization may be treated as 

9 a qualifying banking organization immediately upon be10 coming a banking organization, if— 

11 (1) an election to be treated as a qualifying 

12 banking organization was included in the application 

13 filed with the appropriate Federal banking agency in 

14 connection with becoming a banking organization; 

15 and 

16 (2) as of the date the banking organization be17 comes a banking organization, the banking organiza18 tion’s tangible equity divided by the banking organi19 zation’s leverage exposure, expressed as a percent20 age, is at least 10 percent. 

21 (f) FAILURE TO MAINTAIN QUARTERLY LEVERAGE

22 RATIO AND LOSS OF ELECTION.— 

23 (1) EFFECT OF FAILURE TO MAINTAIN QUAR24 TERLY LEVERAGE RATIO.— 


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1 (A) IN GENERAL.—If, with respect to the 

2 most recently completed calendar quarter, the 

3 appropriate Federal banking agency determines 

4 that a qualifying banking organization’s quar5 terly leverage ratio is below 10 percent— 

6 (i) the appropriate Federal banking 

7 agency shall notify the qualifying banking 

8 organization and any applicable State bank 

9 supervisor that regulates the banking orga10 nization of such determination; 

11 (ii) the appropriate Federal banking 

12 agency may prohibit the banking organiza13 tion from making a capital distribution; 

14 and 

15 (iii) the banking organization shall, 

16 within 3 months of the first such deter17 mination, submit a capital restoration plan 

18 to the appropriate Federal banking agency. 

19 (B) LOSS OF ELECTION AFTER ONE-YEAR

20 REMEDIATION PERIOD.—If a banking organiza21 tion described under subparagraph (A) does 

22 not, within the 1-year period beginning on the 

23 date of such determination, raise the organiza24 tion’s quarterly leverage ratio for a calendar 

25 quarter ending in such 1-year period to at least 


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1 10 percent, the banking organization’s election 

2 under this section shall be terminated, and the 

3 appropriate Federal banking agency shall notify 

4 any applicable State bank supervisor that regu5 lates the banking organization of such termi6 nation. 

7 (C) EFFECT OF SUBSIDIARY ON PARENT

8 ORGANIZATION.—With respect to a qualifying 

9 banking organization described under subpara10 graph (A) that is an insured depository institu11 tion, any parent depository institution holding 

12 company of the qualifying banking organization 

13 shall— 

14 (i) if the appropriate Federal banking 

15 agency determines it appropriate, be pro16 hibited from making a capital distribution 

17 (other than a capital contribution to such 

18 qualifying banking organization described 

19 under subparagraph (A)); and 

20 (ii) if the qualifying banking organiza21 tion has an election terminated under sub22 paragraph (B), any such parent depository 

23 institution holding company shall also have 

24 its election under this section terminated. 


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1 (2) IMMEDIATE LOSS OF ELECTION IF THE

2 QUARTERLY LEVERAGE RATIO FALLS BELOW 6 PER3 CENT.— 

4 (A) IN GENERAL.—If, with respect to the 

5 most recently completed calendar quarter, the 

6 appropriate Federal banking agency determines 

7 that a qualifying banking organization’s quar8 terly leverage ratio is below 6 percent, the 

9 banking organization’s election under this sec10 tion shall be terminated, and the appropriate 

11 Federal banking agency shall notify any appli12 cable State bank supervisor that regulates the 

13 banking organization of such termination. 

14 (B) EFFECT OF SUBSIDIARY ON PARENT

15 ORGANIZATION.—With respect to a qualifying 

16 banking organization described under subpara17 graph (A) that is an insured depository institu18 tion, any parent depository institution holding 

19 company of the qualifying banking organization 

20 shall also have its election under this section 

21 terminated. 

22 (3) ABILITY TO MAKE FUTURE ELECTIONS.—If 

23 a banking organization has an election under this 

24 section terminated, the banking organization may 

25 not apply for another election under this section 


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1 until the banking organization has maintained a 

2 quarterly leverage ratio of at least 10 percent for 8 

3 consecutive calendar quarters. 

4 SEC. 602. REGULATORY RELIEF. 

5 (a) IN GENERAL.—A qualifying banking organization 

6 shall be exempt from the following: 

7 (1) Any Federal law, rule, or regulation ad8 dressing capital or liquidity requirements or stand9 ards. 

10 (2) Any Federal law, rule, or regulation that 

11 permits an appropriate Federal banking agency to 

12 object to a capital distribution. 

13 (3) Any consideration by an appropriate Fed14 eral banking agency of the following: 

15 (A) Any risk the qualifying banking orga16 nization may pose to ‘‘the stability of the finan17 cial system of the United States’’, under section 

18 5(c)(2) of the Bank Holding Company Act of 

19 1956. 

20 (B) The ‘‘extent to which a proposed ac21 quisition, merger, or consolidation would result 

22 in greater or more concentrated risks to the 

23 stability of the United States banking or finan24 cial system’’, under section 3(c)(7) of the Bank 

25 Holding Company Act of 1956, so long as the 


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1 banking organization, after such proposed ac2 quisition, merger, or consolidation, would main3 tain a quarterly leverage ratio of at least 10 

4 percent. 

5 (C) Whether the performance of an activity 

6 by the banking organization could possibly pose 

7 a ‘‘risk to the stability of the United States 

8 banking or financial system’’, under section 

9 4(j)(2)(A) of the Bank Holding Company Act 

10 of 1956. 

11 (D) Whether the acquisition of control of 

12 shares of a company engaged in an activity de13 scribed in section 4(j)(1)(A) of the Bank Hold14 ing Company Act of 1956 could possibly pose a 

15 ‘‘risk to the stability of the United States bank16 ing or financial system’’, under section 

17 4(j)(2)(A) of the Bank Holding Company Act 

18 of 1956, so long as the banking organization, 

19 after acquiring control of such company, would 

20 maintain a quarterly leverage ratio of at least 

21 10 percent. 

22 (E) Whether a merger would pose a ‘‘risk 

23 to the stability of the United States banking or 

24 financial system’’, under section 18(c)(5) of the 

25 Federal Deposit Insurance Act, so long as the 


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1 banking organization, after such proposed 

2 merger, would maintain a quarterly leverage 

3 ratio of at least 10 percent. 

4 (F) Any risk the qualifying banking orga5 nization may pose to ‘‘the stability of the finan6 cial system of the United States’’, under section 

7 10(b)(4) of the Home Owners’ Loan Act. 

8 (4) Subsections (i)(8) and (k)(6)(B)(ii) of sec9 tion 4 and section 14 of the Bank Holding Company 

10 Act of 1956. 

11 (5) Section 18(c)(13) of the Federal Deposit 

12 Insurance Act. 

13 (6) Section 163 of the Financial Stability Act 

14 of 2010. 

15 (7) Section 10(e)(2)(E) of the Home Owners’ 

16 Loan Act. 

17 (8) Any Federal law, rule, or regulation imple18 menting standards of the type provided for in sub19 sections (b), (c), (d), (e), (g), (h), (i), and (j) of sec20 tion 165 of the Financial Stability Act of 2010. 

21 (9) Any Federal law, rule, or regulation pro22 viding limitations on mergers, consolidations, or ac23 quisitions of assets or control, to the extent such 

24 limitations relate to capital or liquidity standards or 

25 concentrations of deposits or assets, so long as the 


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1 banking organization, after such proposed merger, 

2 consolidation, or acquisition, would maintain a quar3 terly leverage ratio of at least 10 percent. 

4 (b) QUALIFYING BANKING ORGANIZATIONS TREAT5 ED AS WELL CAPITALIZED.—A qualifying banking organi6 zation shall be deemed to be ‘‘well capitalized’’ for pur7 poses of— 

8 (1) section 216 of the Federal Credit Union 

9 Act; and 

10 (2) sections 29, 38, 44, and 46 of the Federal 

11 Deposit Insurance Act. 

12 (c) TREATMENT OF CERTAIN RISK-WEIGHTED ASSET

13 REQUIREMENTS FOR QUALIFYING BANKING ORGANIZA14 TIONS.— 

15 (1) ACQUISITION SIZE CRITERIA TREATMENT.— 

16 A qualifying banking organization shall be deemed 

17 to meet the criteria described under section 

18 4(j)(4)(D) of the Bank Holding Company Act of 

19 1956, so long as after the proposed transaction the 

20 acquiring qualifying banking organization would 

21 maintain a quarterly leverage ratio of at least 10 

22 percent. 

23 (2) USE OF LEVERAGE EXPOSURE.—With re24 spect to a qualifying banking organization, in deter25 mining whether a proposal qualifies with the criteria 


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1 described under subparagraphs (A)(iii) and (B)(i) of 

2 section 4(j)(4) of the Bank Holding Company Act of 

3 1956, the Board of Governors of the Federal Re4 serve System shall consider the leverage exposure of 

5 an insured depository institution instead of the total 

6 risk-weighted assets of such institution. 

7 SEC. 603. CONTINGENT CAPITAL STUDY. 

8 (a) STUDY.—The Board of Governors of the Federal 

9 Reserve System, the Federal Deposit Insurance Corpora10 tion, and the Office of the Comptroller of the Currency 

11 shall each carry out a study, which shall include holding 

12 public hearings, on how to design a requirement that 

13 banking organizations issue contingent capital with a mar14 ket-based conversion trigger. 

15 (b) REPORT.—Not later than the end of the 1-year 

16 period beginning on the date of the enactment of this Act, 

17 each agency described under subsection (a) shall submit 

18 a report to the Congress containing— 

19 (1) all findings and determinations made by the 

20 agency in carrying out the study required under sub21 section (a); and 

22 (2) the agency’s recommendations on how the 

23 Congress should design a requirement that banking 

24 organizations issue contingent capital with a market25 based conversion trigger. 


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1 SEC. 604. STUDY ON ALTERING THE CURRENT PROMPT 

2 CORRECTIVE ACTION RULES. 

3 (a) STUDY.—The Comptroller General of the United 

4 States shall conduct a study to assess the benefits and 

5 feasibility of altering the current prompt corrective action 

6 rules and replacing the Basel-based capital ratios with the 

7 nonperforming asset coverage ratio or NACR as the trig8 ger for specific required supervisory interventions. The 

9 Comptroller General shall ensure that such study includes 

10 the following: 

11 (1) An assessment of the performance of an 

12 NACR forward-looking measure of a banking orga13 nization’s solvency condition relative to the regu14 latory capital ratios currently used by prompt cor15 rective action rules. 

16 (2) An analysis of the performance of alter17 native definitions of nonperforming assets. 

18 (3) An assessment of the impact of two alter19 native intervention thresholds: 

20 (A) An initial (high) intervention thresh21 old, below which appropriate Federal banking 

22 agency examiners are required to intervene and 

23 assess a banking organization’s condition and 

24 prescribe remedial measures. 

25 (B) A lower threshold, below which bank26 ing organizations must increase their capital, 


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1 seek an acquirer, or face mandatory resolution 

2 within 90 days. 

3 (b) REPORT.—Not later than the end of the 1-year 

4 period beginning on the date of the enactment of this Act, 

5 the Comptroller General shall submit a report to the Con6 gress containing— 

7 (1) all findings and determinations made in car8 rying out the study required under subsection (a); 

9 and 

10 (2) recommendations on the most suitable defi11 nition of nonperforming assets, as well as the two 

12 numerical thresholds that trigger specific required 

13 supervisory interventions. 

14 SEC. 605. DEFINITIONS. 

15 For purposes of this title: 

16 (1) APPROPRIATE FEDERAL BANKING AGEN17 CY.—The term ‘‘appropriate Federal banking agen18 cy’’— 

19 (A) has the meaning given such term 

20 under section 3 of the Federal Deposit Insur21 ance Act; and 

22 (B) means the National Credit Union Ad23 ministration, in the case of an insured credit 

24 union. 


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1 (2) BANKING ORGANIZATION.—The term 

2 ‘‘banking organization’’ means— 

3 (A) an insured depository institution; 

4 (B) an insured credit union; 

5 (C) a depository institution holding com6 pany; 

7 (D) a company that is treated as a bank 

8 holding company for purposes of section 8 of 

9 the International Banking Act; and 

10 (E) a U.S. intermediate holding company 

11 established by a foreign banking organization 

12 pursuant to section 252.153 of title 12, Code of 

13 Federal Regulations. 

14 (3) FOREIGN EXCHANGE SWAP .—The term 

15 ‘‘foreign exchange swap’’ has the meaning given that 

16 term under section 1a of the Commodity Exchange 

17 Act. 

18 (4) INSURED CREDIT UNION.—The term ‘‘in19 sured credit union’’ has the meaning given that term 

20 under section 101 of the Federal Credit Union Act. 

21 (5) LEVERAGE EXPOSURE.—The term ‘‘lever22 age exposure’’— 

23 (A) with respect to a banking organization 

24 other than an insured credit union or a tradi25 tional banking organization, has the meaning 


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1 given the term ‘‘total leverage exposure’’ under 

2 section 3.10(c)(4)(ii), 217.10(c)(4), or 

3 324.10(c)(4) of title 12, Code of Federal Regu4 lations, as applicable, as in effect on the date 

5 of the enactment of this Act; 

6 (B) with respect to a traditional banking 

7 organization other than an insured credit union, 

8 means total assets (minus any items deducted 

9 from common equity tier 1 capital) as cal10 culated in accordance with generally accepted 

11 accounting principles and as reported on the 

12 traditional banking organization’s applicable 

13 regulatory filing with the banking organiza14 tion’s appropriate Federal banking agency; and 

15 (C) with respect to a banking organization 

16 that is an insured credit union, has the mean17 ing given the term ‘‘total assets’’ under section 

18 702.2 of title 12, Code of Federal Regulations, 

19 as in effect on the date of the enactment of this 

20 Act. 

21 (6) LEVERAGE RATIO DEFINITIONS.— 

22 (A) AVERAGE LEVERAGE RATIO.—With re23 spect to a banking organization, the term ‘‘av24 erage leverage ratio’’ means the average of the 

25 banking organization’s quarterly leverage ratios 


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1 for each of the most recently completed four 

2 calendar quarters. 

3 (B) QUARTERLY LEVERAGE RATIO.—With 

4 respect to a banking organization and a cal5 endar quarter, the term ‘‘quarterly leverage 

6 ratio’’ means the organization’s tangible equity 

7 divided by the organization’s leverage exposure, 

8 expressed as a percentage, on the last day of 

9 such quarter. 

10 (7) NACR.—The term ‘‘NACR’’ means— 

11 (A) book equity less nonperforming assets 

12 plus loan loss reserves, divided by 

13 (B) total banking organization assets. 

14 (8) NONPERFORMING ASSETS.—The term ‘‘non15 performing assets’’ means— 

16 (A) 20 percent of assets that are past due 

17 30 to 89 days, plus 

18 (B) 50 percent of assets that are past due 

19 90 days or more, plus 

20 (C) 100 percent of nonaccrual assets and 

21 other real estate owned. 

22 (9) QUALIFYING BANKING ORGANIZATION.— 

23 The term ‘‘qualifying banking organization’’ means 

24 a banking organization that has made an election 


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1 under section 601 and with respect to which such 

2 election is in effect. 

3 (10) SECURITY-BASED SWAP .—The term ‘‘se4 curity-based swap’’ has the meaning given that term 

5 under section 3 of the Securities Exchange Act of 

6 1934. 

7 (11) SWAP.—The term ‘‘swap’’ has the mean8 ing given that term under section 1a of the Com9 modity Exchange Act. 

10 (12) TANGIBLE EQUITY.—The term ‘‘tangible 

11 equity’’— 

12 (A) with respect to a banking organization 

13 other than a credit union, means the sum of— 

14 (i) common equity tier 1 capital; 

15 (ii) additional tier 1 capital consisting 

16 of instruments issued on or before the date 

17 of enactment of this Act; and 

18 (iii) with respect to a depository insti19 tution holding company that had less than 

20 $15,000,000,000 in total consolidated as21 sets as of December 31, 2009, or March 

22 31, 2010, or a banking organization that 

23 was a mutual holding company as of May 

24 19, 2010, trust preferred securities issued 

25 prior to May 19, 2010, to the extent such 


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1 organization was permitted, as of the date 

2 of the enactment of this Act, to consider 

3 such securities as tier 1 capital under ex4 isting regulations of the appropriate Fed5 eral banking agency; and 

6 (B) with respect to a banking organization 

7 that is a credit union, has the meaning given 

8 the term ‘‘net worth’’ under section 702.2 of 

9 title 12, Code of Federal Regulations, as in ef10 fect on the date of the enactment of this Act. 

11 (13) TRADITIONAL BANKING ORGANIZATION.— 

12 The term ‘‘traditional banking organization’’ means 

13 a banking organization that— 

14 (A) has zero trading assets and zero trad15 ing liabilities; 

16 (B) does not engage in swaps or security17 based swaps, other than swaps or security18 based swaps referencing interest rates or for19 eign exchange swaps; and 

20 (C) has a total notional exposure of swaps 

21 and security-based swaps of not more than 

22 $8,000,000,000. 

23 (14) OTHER BANKING TERMS.—The terms ‘‘in24 sured depository institution’’ and ‘‘depository insti25 tution holding company’’ have the meaning given 


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1 those terms, respectively, under section 3 of the 

2 Federal Deposit Insurance Act. 

3 (15) OTHER CAPITAL TERMS.—With respect to 

4 a banking organization, the terms ‘‘additional tier 1 

5 capital’’ and ‘‘common equity tier 1 capital’’ have 

6 the meaning given such terms, respectively, under 

7 section 3.20, 217.20, or 324.20 of title 12, Code of 

8 Federal Regulations, as applicable, as in effect on 

9 the date of the enactment of this Act. 

10 TITLE VII—EMPOWERING AMER11 ICANS TO ACHIEVE FINAN12 CIAL INDEPENDENCE 

13 Subtitle A—Separation of Powers 

14 and Liberty Enhancements 

15 SEC. 711. CONSUMER LAW ENFORCEMENT AGENCY. 

16 (a) MAKING THE BUREAU AN INDEPENDENT CON17 SUMER LAW ENFORCEMENT AGENCY.—The Consumer 

18 Financial Protection Act of 2010 (12 U.S.C. 5481 et seq.) 

19 is amended— 

20 (1) in section 1011— 

21 (A) in the heading of such section, by 

22 striking ‘‘BUREAU OF CONSUMER FINAN23 CIAL PROTECTION’’ and inserting ‘‘CON24 SUMER LAW ENFORCEMENT AGENCY’’; 

25 (B) in subsection (a)— 


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1 (i) in the heading of such subsection, 

2 by striking ‘‘BUREAU’’ and inserting 

3 ‘‘AGENCY’’; 

4 (ii) by striking ‘‘in the Federal Re5 serve System,’’; 

6 (iii) by striking ‘‘independent bureau’’ 

7 and inserting ‘‘independent agency’’; and 

8 (iv) by striking ‘‘ ‘Bureau of Con9 sumer Financial Protection’ ’’ and insert10 ing ‘‘ ‘Consumer Law Enforcement Agency’ 

11 (hereinafter in this section referred to as 

12 the ‘Agency’)’’; 

13 (C) in subsection (b)(5), by amending sub14 paragraph (A) to read as follows: 

15 ‘‘(A) shall be appointed by the President; 

16 and’’; 

17 (D) in subsection (c), by striking para18 graph (3); 

19 (E) in subsection (e), by striking ‘‘, includ20 ing in cities in which the Federal reserve banks, 

21 or branches of such banks, are located,’’; and 

22 (F) by striking ‘‘Bureau’’ each place such 

23 term appears and inserting ‘‘Agency’’; and 

24 (2) in section 1012— 


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1 (A) in subsection (a)(10), by striking ‘‘ex2 aminations,’’; and 

3 (B) by striking subsection (c). 

4 (b) DEEMING OF NAME.—Any reference in a law, 

5 regulation, document, paper, or other record of the United 

6 States to the Bureau of Consumer Financial Protection 

7 shall be deemed a reference to the Consumer Law En8 forcement Agency. 

9 (c) CONFORMING AMENDMENTS.— 

10 (1) DODD-FRANK WALL STREET REFORM AND

11 CONSUMER PROTECTION ACT.—The Dodd-Frank 

12 Wall Street Reform and Consumer Protection Act 

13 (12 U.S.C. 5301 et seq.) is amended— 

14 (A) in the table of contents in section 

15 1(b)— 

16 (i) by striking ‘‘Bureau of Consumer 

17 Financial Protection’’ each place such term 

18 appears and inserting ‘‘Consumer Law En19 forcement Agency’’; and 

20 (ii) in the table of contents relating to 

21 title X, in the items relating to subtitle B, 

22 subtitle C, and section 1027, by striking 

23 ‘‘Bureau’’ each place such term appears 

24 and inserting ‘‘Agency’’; 


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1 (B) in section 2, by amending paragraph 

2 (4) to read as follows: 

3 ‘‘(4) AGENCY.—The term ‘Agency’ means the 

4 Consumer Law Enforcement Agency established 

5 under title X.’’; 

6 (C) in section 342 by striking ‘‘Bureau’’ 

7 each place such term appears in headings and 

8 text and inserting ‘‘Agency’’; 

9 (D) in section 1400(b)— 

10 (i) by striking ‘‘Bureau of Consumer 

11 Financial Protection’’ and inserting ‘‘Con12 sumer Law Enforcement Agency’’; and 

13 (ii) in the subsection heading, by 

14 striking ‘‘BUREAU OF CONSUMER FINAN15 CIAL PROTECTION’’ and inserting ‘‘CON16 SUMER LAW ENFORCEMENT AGENCY’’; 

17 (E) in section 1411(a)(1), by striking ‘‘Bu18 reau’’ and inserting ‘‘Agency’’; and 

19 (F) in section 1447, by striking ‘‘Director 

20 of the Bureau’’ each place such term appears 

21 and inserting ‘‘Director of the Consumer Law 

22 Enforcement Agency’’. 

23 (2) ALTERNATIVE MORTGAGE TRANSACTION

24 PARITY ACT OF 1982.—The Alternative Mortgage 


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1 Transaction Parity Act of 1982 (12 U.S.C. 3801 et 

2 seq.) is amended— 

3 (A) by striking ‘‘Bureau of Consumer Fi4 nancial Protection’’ each place such term ap5 pears and inserting ‘‘Consumer Law Enforce6 ment Agency’’; and 

7 (B) in the subsection heading of subsection 

8 (d) of section 804 (12 U.S.C. 3803(d)), by 

9 striking ‘‘BUREAU’’ and inserting ‘‘AGENCY’’. 

10 (3) ELECTRONIC FUND TRANSFER ACT.—The 

11 Electronic Fund Transfer Act (15 U.S.C. 1693 et 

12 seq.) is amended— 

13 (A) by amending the second paragraph (4) 

14 (defining the term ‘‘Bureau’’) to read as fol15 lows: 

16 ‘‘(4) the term ‘Agency’ means the Consumer 

17 Law Enforcement Agency;’’; 

18 (B) in section 916(d)(1), by striking ‘‘Bu19 reau of Consumer Financial Protection’’ and in20 serting ‘‘Consumer Law Enforcement Agency’’; 

21 and 

22 (C) by striking ‘‘Bureau’’ each place that 

23 term appears in heading or text and inserting 

24 ‘‘Agency’’. 


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1 (4) EQUAL CREDIT OPPORTUNITY ACT.—The 

2 Equal Credit Opportunity Act (15 U.S.C. 1691 et 

3 seq.) is amended— 

4 (A) in section 702 (15 U.S.C. 1691a), by 

5 amending subsection (c) to read as follows: 

6 ‘‘(c) The term ‘Agency’ means the Consumer Law 

7 Enforcement Agency.’’; and 

8 (B) by striking ‘‘Bureau’’ each place that 

9 term appears in heading or text and inserting 

10 ‘‘Agency’’. 

11 (5) EXPEDITED FUNDS AVAILABILITY ACT.— 

12 The Expedited Funds Availability Act (12 U.S.C. 

13 4001 et seq.) is amended— 

14 (A) by striking ‘‘Bureau of Consumer Fi15 nancial Protection’’ each place such term ap16 pears and inserting ‘‘Consumer Law Enforce17 ment Agency’’; and 

18 (B) in the heading of section 605(f)(1), by 

19 striking ‘‘BOARD AND BUREAU’’ and inserting 

20 ‘‘BOARD AND AGENCY’’. 

21 (6) FAIR AND ACCURATE CREDIT TRANS22 ACTIONS ACT OF 2003.—The Fair and Accurate 

23 Credit Transactions Act of 2003 (Public Law 108– 

24 159) is amended by striking ‘‘Bureau’’ each place 


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1 such term appears in heading and text and inserting 

2 ‘‘Agency’’. 

3 (7) FAIR CREDIT REPORTING ACT.—The Fair 

4 Credit Reporting Act (15 U.S.C. 1681 et seq.) is 

5 amended— 

6 (A) by amending section 603(w) to read as 

7 follows: 

8 ‘‘(w) AGENCY.—The term ‘Agency’ means the Con9 sumer Law Enforcement Agency.’’; and 

10 (B) by striking ‘‘Bureau’’ each place such 

11 term appears, other than in sections 626 and 

12 603(v), and inserting ‘‘Agency’’. 

13 (8) FAIR DEBT COLLECTION PRACTICES ACT.— 

14 The Fair Debt Collection Practices Act (15 U.S.C. 

15 1692 et seq.) is amended— 

16 (A) by amending section 803(1) to read as 

17 follows: 

18 ‘‘(1) The term ‘Agency’ means the Consumer 

19 Law Enforcement Agency.’’; and 

20 (B) by striking ‘‘Bureau’’ each place such 

21 term appears in heading or text and inserting 

22 ‘‘Agency’’. 

23 (9) FEDERAL DEPOSIT INSURANCE ACT.—The 

24 Federal Deposit Insurance Act (12 U.S.C. 1811 et 

25 seq.) is amended— 


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1 (A) in the second paragraph (6) (with the 

2 heading ‘‘Referral to bureau of consumer finan3 cial protection’’) of section 8(t) (12 U.S.C. 

4 1818(t))— 

5 (i) in the paragraph heading, by strik6 ing ‘‘BUREAU OF CONSUMER FINANCIAL

7 PROTECTION’’; and inserting ‘‘CONSUMER

8 LAW ENFORCEMENT AGENCY’’; and 

9 (ii) by striking ‘‘Bureau of Consumer 

10 Financial Protection’’ and inserting ‘‘Con11 sumer Law Enforcement Agency’’; 

12 (B) by amending clause (vi) of section 

13 11(t)(2)(A) (12 U.S.C. 1821(t)(2)(A)(vi)) to 

14 read as follows: 

15 ‘‘(vi) The Consumer Law Enforce16 ment Agency.’’; 

17 (C) in section 18(x) (12 U.S.C. 1828(x)), 

18 by striking ‘‘Bureau of Consumer Financial 

19 Protection’’ each place such term appears and 

20 inserting ‘‘Consumer Law Enforcement Agen21 cy’’; 

22 (D) by striking ‘‘Bureau’’ each place such 

23 term appears and inserting ‘‘Agency’’; and 

24 (E) in section 43(e) (12 U.S.C. 1831t(e)), 

25 by amending paragraph (5) to read as follows: 


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1 ‘‘(5) AGENCY.—The term ‘Agency’ means the 

2 Consumer Law Enforcement Agency.’’. 

3 (10) FEDERAL FINANCIAL INSTITUTIONS EXAM4 INATION COUNCIL ACT OF 1978.—The Federal Fi5 nancial Institutions Examination Council Act of 

6 1978 (12 U.S.C. 3301 et seq.) is amended— 

7 (A) in section 1004(a)(4), by striking 

8 ‘‘Consumer Financial Protection Bureau’’ and 

9 inserting ‘‘Consumer Law Enforcement Agen10 cy’’; and 

11 (B) in section 1011, by striking ‘‘Bureau 

12 of Consumer Financial Protection’’ and insert13 ing ‘‘Consumer Law Enforcement Agency’’. 

14 (11) FINANCIAL INSTITUTIONS REFORM, RE15 COVERY, AND ENFORCEMENT ACT OF 1989.—The Fi16 nancial Institutions Reform, Recovery, and Enforce17 ment Act of 1989 (Public Law 101–73; 103 Stat. 

18 183) is amended— 

19 (A) in section 1112(b) (12 U.S.C. 3341), 

20 by striking ‘‘Bureau of Consumer Financial 

21 Protection’’ and inserting ‘‘Consumer Law En22 forcement Agency’’; 

23 (B) in section 1124 (12 U.S.C. 3353), by 

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1 tection’’ each place such term appears and in2 serting ‘‘Consumer Law Enforcement Agency’’; 

3 (C) in section 1125 (12 U.S.C. 3354), by 

4 striking ‘‘Bureau of Consumer Financial Pro5 tection’’ each place such term appears and in6 serting ‘‘Consumer Law Enforcement Agency’’; 

7 and 

8 (D) in section 1206(a) (12 U.S.C. 

9 1833b(a)), by striking ‘‘Federal Housing Fi10 nance Board’’ and all that follows through 

11 ‘‘Farm Credit Administration’’ and inserting 

12 ‘‘Federal Housing Finance Agency, the Con13 sumer Law Enforcement Agency, and the Farm 

14 Credit Administration’’. 

15 (12) FINANCIAL LITERACY AND EDUCATION IM16 PROVEMENT ACT.—Section 513 of the Financial Lit17 eracy and Education Improvement Act (20 U.S.C. 

18 9702) is amended by striking ‘‘Bureau of Consumer 

19 Financial Protection’’ each place such term appears 

20 and inserting ‘‘Consumer Law Enforcement Agen21 cy’’. 

22 (13) GRAMM-LEACH-BLILEY ACT.—Title V of 

23 the Gramm-Leach-Bliley Act (15 U.S.C. 6801 et 

24 seq.) is amended— 


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1 (A) by striking ‘‘Bureau of Consumer Fi2 nancial Protection’’ each place such term ap3 pears and inserting ‘‘Consumer Law Enforce4 ment Agency’’; and 

5 (B) in section 505(a)(8) (15 U.S.C. 

6 6805(a)(8)), by striking ‘‘Bureau’’ and insert7 ing ‘‘Agency’’. 

8 (14) HOME MORTGAGE DISCLOSURE ACT OF

9 1975.—The Home Mortgage Disclosure Act of 1975 

10 (12 U.S.C. 2801 et seq.) is amended— 

11 (A) by striking ‘‘Bureau of Consumer Fi12 nancial Protection’’ each place such term ap13 pears and inserting ‘‘Consumer Law Enforce14 ment Agency’’; 

15 (B) by striking ‘‘Bureau’’ each place such 

16 term appears and inserting ‘‘Agency’’; and 

17 (C) in section 303, by amending paragraph 

18 (1) to read as follows: 

19 ‘‘(1) the term ‘Agency’ means the Consumer 

20 Law Enforcement Agency;’’. 

21 (15) HOMEOWNERS PROTECTION ACT OF

22 1998.—Section 10(a)(4) of the Homeowners Protec23 tion Act of 1998 (12 U.S.C. 4909(a)(4)) is amended 

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1 tion’’ and inserting ‘‘Consumer Law Enforcement 

2 Agency’’. 

3 (16) HOME OWNERSHIP AND EQUITY PROTEC4 TION ACT OF 1994.—Section 158(a) of the Home 

5 Ownership and Equity Protection Act of 1994 (15 

6 U.S.C. 1601 note) is amended by striking ‘‘Bureau’’ 

7 and inserting ‘‘Consumer Law Enforcement Agen8 cy’’. 

9 (17) INTERSTATE LAND SALES FULL DISCLO10 SURE ACT.—The Interstate Land Sales Full Disclo11 sure Act (12 U.S.C. 1701 et seq.) is amended— 

12 (A) by striking ‘‘Bureau of Consumer Fi13 nancial Protection’’ each place such term ap14 pears and inserting ‘‘Agency’’; 

15 (B) in section 1402, by amending para16 graph (12) to read as follows: 

17 ‘‘(12) ‘Agency’ means the Consumer Law En18 forcement Agency.’’; and 

19 (C) in section 1416, by striking ‘‘Bureau’’ 

20 each place such term appears and inserting 

21 ‘‘Agency’’. 

22 (18) REAL ESTATE SETTLEMENT PROCEDURES

23 ACT OF 1974.—The Real Estate Settlement Proce24 dures Act of 1974 (12 U.S.C. 2601 et seq.) is 

25 amended— 


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1 (A) by striking ‘‘Bureau of Consumer Fi2 nancial Protection’’ each place such term ap3 pears and inserting ‘‘Consumer Law Enforce4 ment Agency’’; 

5 (B) by striking ‘‘Bureau’’ each place such 

6 term appears and inserting ‘‘Agency’’; and 

7 (C) in section 3, by amending paragraph 

8 (9) to read as follows: 

9 ‘‘(9) the term ‘Agency’ means the Consumer 

10 Law Enforcement Agency.’’. 

11 (19) REVISED STATUES OF THE UNITED

12 STATES.—Section 5136C(b)(3)(B) of the Revised 

13 Statutes of the United States (12 U.S.C. 

14 25b(b)(3)(B)) is amended by striking ‘‘Bureau of 

15 Consumer Financial Protection’’ and inserting ‘‘Con16 sumer Law Enforcement Agency’’. 

17 (20) RIGHT TO FINANCIAL PRIVACY ACT OF

18 1978.—The Right to Financial Privacy Act of 1978 

19 (12 U.S.C. 3401 et seq.) is amended— 

20 (A) by amending subparagraph (B) of sec21 tion 1101(7) (12 U.S.C. 3401(7)(B)) to read as 

22 follows: 

23 ‘‘(B) the Consumer Law Enforcement 

24 Agency;’’; and 


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1 (B) by striking ‘‘Bureau of Consumer Fi2 nancial Protection’’ each place such term ap3 pears in heading or text and inserting ‘‘Con4 sumer Law Enforcement Agency’’. 

5 (21) S.A.F.E. MORTGAGE LICENSING ACT OF

6 2008.—The S.A.F.E. Mortgage Licensing Act of 

7 2008 (12 U.S.C. 5101 et seq.) is amended— 

8 (A) in section 1507, by striking ‘‘Bureau, 

9 and the Bureau of Consumer Financial Protec10 tion’’ each place such term appears and insert11 ing ‘‘Consumer Law Enforcement Agency’’; 

12 (B) by striking ‘‘Bureau of Consumer Fi13 nancial Protection’’ each place such term ap14 pears and inserting ‘‘Consumer Law Enforce15 ment Agency’’; 

16 (C) by striking ‘‘Bureau’’ each place such 

17 appears, other than in sections 1505(a)(1), 

18 1507(a)(2)(A), and 1511(b), and inserting 

19 ‘‘Agency’’; 

20 (D) in section 1503, by amending para21 graph (1) to read as follows: 

22 ‘‘(1) AGENCY.—The term ‘Agency’ means the 

23 Consumer Law Enforcement Agency.’’; 

24 (E) in the heading of section 1508, by 

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1 CIAL PROTECTION’’ and inserting ‘‘CON2 SUMER LAW ENFORCEMENT AGENCY’’; and 

3 (F) in the heading of section 1514, by 

4 striking ‘‘BUREAU’’ and inserting ‘‘AGENCY’’. 

5 (22) TELEMARKETING AND CONSUMER FRAUD

6 AND ABUSE PREVENTION ACT.—The Telemarketing 

7 and Consumer Fraud and Abuse Prevention Act (15 

8 U.S.C. 6101 et seq.) is amended by striking ‘‘Bu9 reau of Consumer Financial Protection’’ each place 

10 such term appears in heading or text and inserting 

11 ‘‘Consumer Law Enforcement Agency’’. 

12 (23) TITLE 5, UNITED STATES CODE.—Title 5, 

13 United States Code, is amended— 

14 (A) in section 552a(w)— 

15 (i) in the subsection heading, by strik16 ing ‘‘BUREAU OF CONSUMER FINANCIAL

17 PROTECTION’’ and inserting ‘‘CONSUMER

18 LAW ENFORCEMENT AGENCY’’; 

19 (ii) by striking ‘‘Bureau of Consumer 

20 Financial Protection’’ and inserting ‘‘Con21 sumer Law Enforcement Agency’’; 

22 (B) in section 609(d)(2), by striking ‘‘Con23 sumer Financial Protection Bureau of the Fed24 eral Reserve System’’ and inserting ‘‘Consumer 

25 Law Enforcement Agency’’; and 


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1 (C) in section 3132(a)(1)(D), by inserting 

2 ‘‘the Consumer Law Enforcement Agency,’’ be3 fore ‘‘and the National Credit Union Adminis4 tration’’. 

5 (24) TITLE 10, UNITED STATES CODE.— 

6 (A) SECTION 987.—Section 987(h)(3)(E) 

7 of title 10, United States Code, is amended by 

8 striking ‘‘Bureau of Consumer Financial Pro9 tection’’ and inserting ‘‘Consumer Law En10 forcement Agency’’. 

11 (B) NDAA FY 2015.—Section 557(a) of 

12 the Carl Levin and Howard P. ‘‘Buck’’ McKeon 

13 National Defense Authorization Act for Fiscal 

14 Year 2015 (Public Law 113–29; 128 Stat. 

15 3381; 10 U.S.C. 1144 note), is amended by 

16 striking ‘‘Consumer Financial Protection Bu17 reau’’ each place such term appears and insert18 ing ‘‘Consumer Law Enforcement Agency’’. 

19 (25) TITLE 44, UNITED STATES CODE.—Title 

20 44, United States Code, is amended— 

21 (A) in section 3502(5), by striking ‘‘the 

22 Bureau of Consumer Financial Protection,’’; 

23 and 


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1 (B) in section 3513(c), by striking ‘‘Bu2 reau of Consumer Financial Protection’’ and in3 serting ‘‘Consumer Law Enforcement Agency’’. 

4 (26) TRUTH IN LENDING ACT.—The Truth in 

5 Lending Act (15 U.S.C. 1601 et seq.) is amended— 

6 (A) by amending section 103(b) (15 U.S.C. 

7 1602(b)) to read as follows: 

8 ‘‘(b) AGENCY.—The term ‘Agency’ means the Con9 sumer Law Enforcement Agency.’’; 

10 (B) by amending section 103(c) (15 U.S.C. 

11 1602(c)) to read as follows: 

12 ‘‘(c) BOARD.—The term ‘Board’ means the Board of 

13 Governors of the Federal Reserve System.’’; and 

14 (C) in section 128(f) (15 U.S.C. 1638(f)), 

15 by striking ‘‘Board’’ each place such term ap16 pears and inserting ‘‘Agency’’; 

17 (D) in sections 129B (15 U.S.C. 1639b) 

18 and 129C (15 U.S.C. 1639c), by striking 

19 ‘‘Board’’ each place such term appears and in20 serting ‘‘Agency’’; 

21 (E) in section 140A (15 U.S.C. 1651), by 

22 striking ‘‘in consultation with the Bureau’’ and 

23 inserting ‘‘in consultation with the Federal 

24 Trade Commission’’; 


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1 (F) by striking ‘‘Bureau’’ each place such 

2 term appears in heading or text and inserting 

3 ‘‘Agency’’; and 

4 (G) by striking ‘‘BUREAU’’ and inserting 

5 ‘‘AGENCY’’ in the paragraph headings for— 

6 (i) section 122(d)(2) (15 U.S.C. 

7 1632(d)(2)); 

8 (ii) section 127(c)(5) (15 U.S.C. 

9 1637(c)(5)); 

10 (iii) section 127(r)(3) (15 U.S.C. 

11 1637(r)(3)); and 

12 (iv) section 127A(a)(14) (15 U.S.C. 

13 1637a(a)(14)). 

14 (27) TRUTH IN SAVINGS ACT.—The Truth in 

15 Savings Act (12 U.S.C. 4301 et seq.) is amended— 

16 (A) by amending paragraph (4) of section 

17 274 (12 U.S.C. 4313(4)) to read as follows: 

18 ‘‘(4) AGENCY.—The term ‘Agency’ means the 

19 Consumer Law Enforcement Agency.’’; 

20 (B) by striking ‘‘National Credit Union 

21 Administration Bureau’’ each place such term 

22 appears and inserting ‘‘National Credit Union 

23 Administration Board’’; and 


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1 (C) by striking ‘‘Bureau’’ each place such 

2 term appears and inserting ‘‘Agency’’, except in 

3 section 233(b)(4)(B). 

4 SEC. 712. BRINGING THE AGENCY INTO THE REGULAR AP5 PROPRIATIONS PROCESS. 

6 Section 1017 of the Consumer Financial Protection 

7 Act of 2010 (12 U.S.C. 5497) is amended— 

8 (1) in subsection (a)— 

9 (A) by amending the heading of such sub10 section to read as follows: ‘‘BUDGET, FINAN11 CIAL MANAGEMENT, AND AUDIT.—’’; 

12 (B) by striking paragraphs (1), (2), and 

13 (3); 

14 (C) by redesignating paragraphs (4) and 

15 (5) as paragraphs (1) and (2), respectively; and 

16 (D) by striking subparagraphs (E) and (F) 

17 of paragraph (1), as so redesignated; 

18 (2) by striking subsections (b) and (c); 

19 (3) by redesignating subsections (d) and (e) as 

20 subsections (b) and (c), respectively; and 

21 (4) in subsection (c), as so redesignated— 

22 (A) by striking paragraphs (1), (2), and 

23 (3) and inserting the following: 

24 ‘‘(1) AUTHORIZATION OF APPROPRIATIONS.— 

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1 cy for each of fiscal years 2017 and 2018 an amount 

2 equal to the aggregate amount of funds transferred 

3 by the Board of Governors to the Bureau of Con4 sumer Financial Protection during fiscal year 

5 2015.’’; and 

6 (B) by redesignating paragraph (4) as 

7 paragraph (2). 

8 SEC. 713. CONSUMER LAW ENFORCEMENT AGENCY INSPEC9 TOR GENERAL REFORM. 

10 (a) APPOINTMENT OF INSPECTOR GENERAL.—The 

11 Inspector General Act of 1978 (5 U.S.C. App.) is amend12 ed— 

13 (1) in section 8G— 

14 (A) in subsection (a)(2), by striking ‘‘and 

15 the Bureau of Consumer Financial Protection’’; 

16 (B) in subsection (c), by striking ‘‘For 

17 purposes of implementing this section’’ and all 

18 that follows through the end of the subsection; 

19 and 

20 (C) in subsection (g)(3), by striking ‘‘and 

21 the Bureau of Consumer Financial Protection’’; 

22 and 

23 (2) in section 12— 

24 (A) in paragraph (1), by inserting ‘‘the 

25 Consumer Law Enforcement Agency;’’ after 


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1 ‘‘the President of the Export-Import Bank;’’; 

2 and 

3 (B) in paragraph (2), by inserting ‘‘the 

4 Consumer Law Enforcement Agency,’’ after 

5 ‘‘the Export-Import Bank,’’. 

6 (b) REQUIREMENTS FOR THE INSPECTOR GENERAL

7 FOR THE CONSUMER LAW ENFORCEMENT AGENCY.— 

8 (1) ESTABLISHMENT.—Section 1011 of the 

9 Consumer Financial Protection Act of 2010 (12 

10 U.S.C. 5491), as amended by section 311, is further 

11 amended by adding at the end the following: 

12 ‘‘(f) INSPECTOR GENERAL.—There is established the 

13 position of the Inspector General of the Agency.’’; and 

14 (2) HEARINGS.—Section 1016 of the Consumer 

15 Financial Protection Act of 2010 (12 U.S.C. 5496) 

16 is amended by inserting after subsection (c) the fol17 lowing: 

18 ‘‘(d) ADDITIONAL REQUIREMENT FOR INSPECTOR

19 GENERAL.—On a separate occasion from that described 

20 in subsection (a), the Inspector General of the Agency 

21 shall appear before each of the Committee on Banking, 

22 Housing, and Urban Affairs of the Senate and the Com23 mittee on Financial Services of the House of Representa24 tives at semi-annual hearings no less frequently than twice 

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1 spective committee, to testify regarding the reports re2 quired under subsection (b) and the reports required 

3 under section 5 of the Inspector General Act of 1978 (5 

4 U.S.C. App.).’’. 

5 (3) PARTICIPATION IN THE COUNCIL OF IN6 SPECTORS GENERAL ON FINANCIAL OVERSIGHT.— 

7 Section 989E(a)(1) of the Dodd-Frank Wall Street 

8 Reform and Consumer Protection Act is amended by 

9 adding at the end the following: 

10 ‘‘(J) The Consumer Law Enforcement 

11 Agency.’’. 

12 (4) APPOINTMENT.—The President shall ap13 point an Inspector General for the Consumer Law 

14 Enforcement Agency in accordance with section 3 of 

15 the Inspector General Act of 1978 (5 U.S.C. App.). 

16 (c) TRANSITION PERIOD.—The Inspector General of 

17 the Board of Governors of the Federal Reserve System 

18 and the Bureau of Consumer Financial Protection shall 

19 serve in that position until the confirmation of an Inspec20 tor General for the Consumer Law Enforcement Agency. 

21 At that time, the Inspector General of the Board of Gov22 ernors of the Federal Reserve System and the Bureau of 

23 Consumer Financial Protection shall become the Inspector 

24 General of the Board of Governors of the Federal Reserve 

25 System. 


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1 SEC. 714. PRIVATE PARTIES AUTHORIZED TO COMPEL THE 

2 AGENCY TO SEEK SANCTIONS BY FILING 

3 CIVIL ACTIONS; ADJUDICATIONS DEEMED AC4 TIONS. 

5 Section 1053 of the Consumer Financial Protection 

6 Act of 2010 (12 U.S.C. 5563) is amended by adding at 

7 the end the following: 

8 ‘‘(f) PRIVATE PARTIES AUTHORIZED TO COMPEL

9 THE AGENCY TO SEEK SANCTIONS BY FILING CIVIL AC10 TIONS.— 

11 ‘‘(1) TERMINATION OF ADMINISTRATIVE PRO12 CEEDING.—In the case of any person who is a party 

13 to a proceeding brought by the Agency under this 

14 section, to which chapter 5 of title 5, United States 

15 Code, applies, and against whom an order imposing 

16 a cease and desist order or a penalty may be issued 

17 at the conclusion of the proceeding, that person 

18 may, not later than 20 days after receiving notice of 

19 such proceeding, and at that person’s discretion, re20 quire the Agency to terminate the proceeding. 

21 ‘‘(2) CIVIL ACTION AUTHORIZED.—If a person 

22 requires the Agency to terminate a proceeding pur23 suant to paragraph (1), the Agency may bring a civil 

24 action against that person for the same remedy that 

25 might be imposed. 


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1 ‘‘(g) ADJUDICATIONS DEEMED ACTIONS.—Any ad2 ministrative adjudication commenced under this section 

3 shall be deemed an ‘action’ for purposes of section 

4 1054(g).’’. 

5 SEC. 715. CIVIL INVESTIGATIVE DEMANDS TO BE AP6 PEALED TO COURTS. 

7 Section 1052 of the Consumer Financial Protection 

8 Act of 2010 (12 U.S.C. 5562) is amended— 

9 (1) in subsection (c)— 

10 (A) in paragraph (2), by inserting after 

11 ‘‘shall state’’ the following: ‘‘with specificity’’; 

12 and 

13 (B) by adding at the end the following: 

14 ‘‘(14) MEETING REQUIREMENT.—The recipient 

15 of a civil investigative demand shall meet and confer 

16 with an Agency investigator within 30 calendar days 

17 after receipt of the demand to discuss and attempt 

18 to resolve all issues regarding compliance with the 

19 civil investigative demand, unless the Agency grants 

20 an extension requested by such recipient.’’; 

21 (2) in subsection (f)— 

22 (A) by amending paragraph (1) to read as 

23 follows: 

24 ‘‘(1) IN GENERAL.—Not later than 45 days 

25 after the service of any civil investigative demand 


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1 upon any person under subsection (c), or at any 

2 time before the return date specified in the demand, 

3 whichever period is shorter, or within such period ex4 ceeding 45 days after service or in excess of such re5 turn date as may be prescribed in writing, subse6 quent to service, by any Agency investigator named 

7 in the demand, such person may file, in the district 

8 court of the United States for any judicial district 

9 in which such person resides, is found, or transacts 

10 business, a petition for an order modifying or setting 

11 aside the demand.’’; and 

12 (B) in paragraph (2), by striking ‘‘at the 

13 Bureau’’; and 

14 (3) in subsection (h)— 

15 (A) by striking ‘‘(1) IN GENERAL.—’’; and 

16 (B) by striking paragraph (2). 

17 SEC. 716. AGENCY DUAL MANDATE AND ECONOMIC ANAL18 YSIS. 

19 (a) PURPOSE.—Section 1021(a) of the Consumer Fi20 nancial Protection Act of 2010 (12 U.S.C. 5511(a)) is 

21 amended by adding at the end the following: ‘‘In addition, 

22 the Director shall seek to implement and, where applica23 ble, enforce Federal consumer financial law consistently 

24 for the purpose of strengthening participation in markets 

25 by covered persons, without Government interference or 


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1 subsidies, to increase competition and enhance consumer 

2 choice.’’. 

3 (b) OFFICE OF ECONOMIC ANALYSIS.— 

4 (1) IN GENERAL.—Section 1013 of the Con5 sumer Financial Protection Act of 2010 (12 U.S.C. 

6 5493), as amended by section 725, is further 

7 amended by adding at the end the following: 

8 ‘‘(h) OFFICE OF ECONOMIC ANALYSIS.— 

9 ‘‘(1) ESTABLISHMENT.—The Director shall, not 

10 later than the end of the 60-day period beginning on 

11 the date of the enactment of this subsection, estab12 lish an Office of Economic Analysis. 

13 ‘‘(2) DIRECT REPORTING.—The head of the Of14 fice of Economic Analysis shall report directly to the 

15 Director. 

16 ‘‘(3) REVIEW AND ASSESSMENT OF PROPOSED

17 RULES AND REGULATIONS.—The Office of Economic 

18 Analysis shall— 

19 ‘‘(A) review all proposed rules and regula20 tions, including regulatory guidance, of the 

21 Agency; 

22 ‘‘(B) assess the impact of such rules and 

23 regulations, including regulatory guidance, on 

24 consumer choice, price, and access to credit 

25 products; and 


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1 ‘‘(C) publish a report on such reviews and 

2 assessments in the Federal Register. 

3 ‘‘(4) MEASURING EXISTING RULES AND REGU4 LATIONS.—The Office of Economic Analysis shall— 

5 ‘‘(A) review each rule and regulation 

6 issued by the Agency after 1, 2, 6, and 11 years 

7 of the date such rule became effective; 

8 ‘‘(B) measure the rule or regulation’s suc9 cess in solving the problem that the rule or reg10 ulation was intended to solve when issued; and 

11 ‘‘(C) publish a report on such review and 

12 measurement in the Federal Register. 

13 ‘‘(5) COST-BENEFIT ANALYSIS RELATED TO AD14 MINISTRATIVE ENFORCEMENT AND CIVIL AC15 TIONS.—The Office of Economic Analysis shall— 

16 ‘‘(A) carry out a cost-benefit analysis of 

17 any proposed administrative enforcement ac18 tion, civil lawsuit, or consent order of the Agen19 cy; and 

20 ‘‘(B) assess the impact of such complaint, 

21 lawsuit, or order on consumer choice, price, and 

22 access to credit products.’’. 

23 (2) CONSIDERATION OF REVIEW AND ASSESS24 MENT; RULEMAKING REQUIREMENTS.—Section 

25 1022(b) of the Consumer Financial Protection Act 


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1 of 2010 (12 U.S.C. 5512(b)) is amended by adding 

2 at the end the following: 

3 ‘‘(5) CONSIDERATION OF REVIEW AND ASSESS4 MENT BY THE OFFICE OF ECONOMIC ANALYSIS.— 

5 Before issuing any rule or regulation, the Director 

6 shall consider the review and assessment of such 

7 rule or regulation, including regulatory guidance, 

8 carried out by the Office of Economic Analysis. 

9 ‘‘(6) IDENTIFICATION OF PROBLEMS AND

10 METRICS FOR JUDGING SUCCESS.— 

11 ‘‘(A) IN GENERAL.—The Director shall, in 

12 each proposed rulemaking of the Agency— 

13 ‘‘(i) identify the problem that the par14 ticular rule or regulations is seeking to 

15 solve; and 

16 ‘‘(ii) specify the metrics by which the 

17 Agency will measure the success of the rule 

18 or regulation in solving such problem. 

19 ‘‘(B) REQUIRED METRICS.—The metrics 

20 specified under subparagraph (A)(ii) shall in21 clude a measurement of changes to consumer 

22 access to, and cost of, consumer financial prod23 ucts and services.’’. 

24 (3) CONSIDERATION OF COST-BENEFIT REVIEW

25 RELATED TO ADMINISTRATIVE ACTIONS.—The 


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1 Dodd-Frank Wall Street Reform and Consumer Pro2 tection Act (12 U.S.C. 5301 et seq.) is amended— 

3 (A) in subtitle E of title X, by adding at 

4 the end the following: 

5 ‘‘SEC. 1059. CONSIDERATION OF COST-BENEFIT ANALYSIS 

6 RELATED TO ADMINISTRATIVE ENFORCE7 MENT AND CIVIL ACTIONS. 

8 ‘‘Before initiating any administrative enforcement ac9 tion or civil lawsuit or entering into a consent order, the 

10 Director shall consider the cost-benefit analysis of such 

11 action, lawsuit, or order carried out by the Office of Eco12 nomic Analysis.’’; and 

13 (B) in the table of contents under section 

14 1(b), by inserting after the item relating to sec15 tion 1058 the following: 

‘‘Sec. 1059. Consideration of cost-benefit analysis related to administrative enforcement and civil actions.’’. 

16 (c) AVOIDANCE OF DUPLICATIVE OR UNNECESSARY

17 ANALYSES.—The Consumer Law Enforcement Agency 

18 may perform any of the analyses required by the amend19 ments made by this section in conjunction with, or as part 

20 of, any other agenda or analysis required by any other 

21 provision of law, if such other agenda or analysis satisfies 

22 the provisions of this section. 


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1 SEC. 717. NO DEFERENCE TO AGENCY INTERPRETATION. 

2 The Consumer Financial Protection Act of 2010 (12 

3 U.S.C. 5481 et seq.) is amended— 

4 (1) in section 1022(b)(4)— 

5 (A) by striking ‘‘(A) IN GENERAL.—’’; and 

6 (B) by striking subparagraph (B); and 

7 (2) in section 1061(b)(5)(E)— 

8 (A) by striking ‘‘affords to the—’’ and all 

9 that follows through ‘‘(i) Federal Trade Com10 mission’’ and inserting ‘‘affords to the Federal 

11 Trade Commission’’; 

12 (B) by striking ‘‘; or’’ and inserting a pe13 riod; and 

14 (C) by striking clause (ii). 

15 Subtitle B—Administrative 

16 Enhancements 

17 SEC. 721. ADVISORY OPINIONS. 

18 Section 1022(b) of the Consumer Financial Protec19 tion Act of 2010 (12 U.S.C. 5512(b)), as amended by sec20 tion 716, is further amended by adding at the end the 

21 following: 

22 ‘‘(7) ADVISORY OPINIONS.— 

23 ‘‘(A) ESTABLISHING PROCEDURES.— 

24 ‘‘(i) IN GENERAL.—The Director shall 

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1 ions in response to inquiries concerning the 

2 conformance of specific conduct with Fed3 eral consumer financial law. In establishing 

4 the procedure, the Director shall consult 

5 with the prudential regulators and such 

6 other Federal departments and agencies as 

7 the Director determines appropriate, and 

8 obtain the views of all interested persons 

9 through a public notice and comment pe10 riod. 

11 ‘‘(ii) SCOPE OF REQUEST.—A request 

12 for an opinion under this paragraph must 

13 relate to specific proposed or prospective 

14 conduct by a covered person contemplating 

15 the proposed or prospective conduct. 

16 ‘‘(iii) SUBMISSION.—A request for an 

17 opinion under this paragraph may be sub18 mitted to the Director either by or on be19 half of a covered person. 

20 ‘‘(iv) RIGHT TO WITHDRAW IN21 QUIRY.—Any inquiry under this paragraph 

22 may be withdrawn at any time prior to the 

23 Director issuing an opinion in response to 

24 such inquiry, and any opinion based on an 


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1 inquiry that has been withdrawn shall have 

2 no force or effect. 

3 ‘‘(B) ISSUANCE OF OPINIONS.— 

4 ‘‘(i) IN GENERAL.—The Director 

5 shall, within 90 days of receiving the re6 quest for an opinion under this paragraph, 

7 either— 

8 ‘‘(I) issue an opinion stating 

9 whether the described conduct would 

10 violate Federal consumer financial 

11 law; 

12 ‘‘(II) if permissible under clause 

13 (iii), deny the request; or 

14 ‘‘(III) explain why it is not fea15 sible to issue an opinion. 

16 ‘‘(ii) EXTENSION.—Notwithstanding 

17 clause (i), if the Director determines that 

18 the Agency requires additional time to 

19 issue an opinion, the Director may make a 

20 single extension of the deadline of 90 days 

21 or less. 

22 ‘‘(iii) DENIAL OF REQUESTS.—The 

23 Director shall not issue an opinion, and 

24 shall so inform the requestor, if the re25 quest for an opinion— 


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1 ‘‘(I) asks a general question of 

2 interpretation; 

3 ‘‘(II) asks about a hypothetical 

4 situation; 

5 ‘‘(III) asks about the conduct of 

6 someone other than the covered per7 son on whose behalf the request is 

8 made; 

9 ‘‘(IV) asks about past conduct 

10 that the covered person on whose be11 half the request is made does not plan 

12 to continue in the future; or 

13 ‘‘(V) fails to provide necessary 

14 supporting information requested by 

15 the Agency within a reasonable time 

16 established by the Agency. 

17 ‘‘(iv) AMENDMENT AND REVOCA18 TION.—An advisory opinion issued under 

19 this paragraph may be amended or revoked 

20 at any time. 

21 ‘‘(v) PUBLIC DISCLOSURE.—An opin22 ion rendered pursuant to this paragraph 

23 shall be placed in the Agency’s public 

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1 itations on public disclosure arising from 

2 statutory restrictions, Agency regulations, 

3 or the public interest. The Agency shall re4 dact any personal, confidential, or identi5 fying information about the covered person 

6 or any other persons mentioned in the ad7 visory opinion, unless the covered person 

8 consents to such disclosure. 

9 ‘‘(vi) REPORT TO CONGRESS.—The 

10 Agency shall, concurrent with the semi-an11 nual report required under section 

12 1016(b), submit information regarding the 

13 number of requests for an advisory opinion 

14 received, the subject of each request, the 

15 number of requests denied pursuant to 

16 clause (iii), and the time needed to respond 

17 to each request. 

18 ‘‘(C) RELIANCE ON OPINION.—Any person 

19 may rely on an opinion issued by the Director 

20 pursuant to this paragraph that has not been 

21 amended or withdrawn. No liability under Fed22 eral consumer financial law shall attach to con23 duct consistent with an advisory opinion that 

24 had not been amended or withdrawn at the time 

25 the conduct was undertaken. 


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1 ‘‘(D) ASSISTANCE FOR SMALL BUSI2 NESSES.— 

3 ‘‘(i) IN GENERAL.—The Agency shall 

4 assist, to the maximum extent practicable, 

5 small businesses in preparing inquiries 

6 under this paragraph. 

7 ‘‘(ii) SMALL BUSINESS DEFINED.— 

8 For purposes of this subparagraph, the 

9 term ‘small business’ has the meaning 

10 given the term ‘small business concern’ 

11 under section 3 of the Small Business Act 

12 (15 U.S.C. 632). 

13 ‘‘(E) INQUIRY FEE.— 

14 ‘‘(i) IN GENERAL.—The Director shall 

15 develop a system to charge a fee for each 

16 inquiry made under this paragraph in an 

17 amount sufficient, in the aggregate, to pay 

18 for the cost of carrying out this paragraph. 

19 ‘‘(ii) NOTICE AND COMMENT.—Not 

20 later than 45 days after the date of the en21 actment of this paragraph, the Director 

22 shall publish a description of the fee sys23 tem described in clause (i) in the Federal 

24 Register and shall solicit comments from 


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1 the public for a period of 60 days after 

2 publication. 

3 ‘‘(iii) FINALIZATION.—The Director 

4 shall publish a final description of the fee 

5 system and implement such fee system not 

6 later than 30 days after the end of the 

7 public comment period described in clause 

8 (ii).’’. 

9 SEC. 722. REFORM OF CONSUMER FINANCIAL CIVIL PEN10 ALTY FUND. 

11 (a) SEGREGATED ACCOUNTS.—Section 1017(b) of 

12 the Consumer Financial Protection Act of 2010, as redes13 ignated by section 712, is amended by redesignating para14 graph (2) as paragraph (3), and by inserting after para15 graph (1) the following new paragraph: 

16 ‘‘(2) SEGREGATED ACCOUNTS IN CIVIL PEN17 ALTY FUND.— 

18 ‘‘(A) IN GENERAL.—The Agency shall es19 tablish and maintain a segregated account in 

20 the Civil Penalty Fund each time the Agency 

21 obtains a civil penalty against any person in 

22 any judicial or administrative action under Fed23 eral consumer financial laws. 

24 ‘‘(B) DEPOSITS IN SEGREGATED AC25 COUNTS.—The Agency shall deposit each civil 


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1 penalty collected into the segregated account es2 tablished for such penalty under subparagraph 

3 (A).’’. 

4 (b) PAYMENT TO VICTIMS.—Paragraph (3) of section 

5 1017(b) of such Act, as redesignated by subsection (a), 

6 is amended to read as follows: 

7 ‘‘(3) PAYMENT TO VICTIMS.— 

8 ‘‘(A) IN GENERAL.— 

9 ‘‘(i) IDENTIFICATION OF CLASS.—Not 

10 later than 60 days after the date of deposit 

11 of amounts in a segregated account in the 

12 Civil Penalty Fund, the Agency shall iden13 tify the class of victims of the violation of 

14 Federal consumer financial laws for which 

15 such amounts were collected and deposited 

16 under paragraph (2). 

17 ‘‘(ii) PAYMENTS.—The Agency, within 

18 2 years after the date on which such class 

19 of victims is identified, shall locate and 

20 make payments from such amounts to each 

21 victim. 

22 ‘‘(B) FUNDS DEPOSITED IN TREASURY.— 

23 ‘‘(i) IN GENERAL.—The Agency shall 

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1 regated account in the Civil Penalty Fund 

2 at the end of the 2-year period for pay3 ments to victims under subparagraph (A). 

4 ‘‘(ii) IMPOSSIBLE OR IMPRACTICAL

5 PAYMENTS.—If the Agency determines be6 fore the end of the 2-year period for pay7 ments to victims under subparagraph (A) 

8 that such victims cannot be located or pay9 ments to such victims are otherwise not 

10 practicable, the Agency shall deposit into 

11 the general fund of the Treasury the 

12 amounts in the segregated account in the 

13 Civil Penalty Fund.’’. 

14 (c) EFFECTIVE DATE.— 

15 (1) IN GENERAL.—The amendments made by 

16 this section shall apply with respect to civil penalties 

17 collected after the date of enactment of this Act. 

18 (2) AMOUNTS IN CONSUMER FINANCIAL CIVIL

19 PENALTY FUND ON DATE OF ENACTMENT.—With 

20 respect to amounts in the Consumer Financial Civil 

21 Penalty Fund on the date of enactment of this Act 

22 that were not allocated for consumer education and 

23 financial literacy programs on or before September 

24 30, 2015, the Consumer Law Enforcement Agency 

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1 counts in accordance with, and for purposes of, sec2 tion 1017(d) of the Consumer Financial Protection 

3 Act of 2010, as amended by this section. The date 

4 of deposit of such amounts shall be deemed to be the 

5 date of enactment of this Act. 

6 SEC. 723. AGENCY PAY FAIRNESS. 

7 (a) IN GENERAL.—Section 1013(a)(2) of the Con8 sumer Financial Protection Act of 2010 (12 U.S.C. 

9 5493(a)(2)) is amended to read as follows: 

10 ‘‘(2) COMPENSATION.—The rates of basic pay 

11 for all employees of the Agency shall be set and ad12 justed by the Director in accordance with the Gen13 eral Schedule set forth in section 5332 of title 5, 

14 United States Code.’’. 

15 (b) EFFECTIVE DATE.—The amendment made by 

16 subsection (a) shall apply to service by an employee of the 

17 Consumer Law Enforcement Agency following the 90-day 

18 period beginning on the date of enactment of this Act. 

19 SEC. 724. ELIMINATION OF MARKET MONITORING FUNC20 TIONS. 

21 The Consumer Financial Protection Act of 2010 (12 

22 U.S.C. 5481 et seq.) is amended— 

23 (1) in section 1021(c)— 

24 (A) by striking paragraph (3); and 


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1 (B) by redesignating paragraphs (4), (5), 

2 and (6) as paragraphs (3), (4), and (5), respec3 tively; 

4 (2) in section 1022, by striking subsection (c); 

5 and 

6 (3) in section 1026(b), by striking ‘‘, and to as7 sess and detect risks to consumers and consumer fi8 nancial markets’’. 

9 SEC. 725. REFORMS TO MANDATORY FUNCTIONAL UNITS. 

10 The Consumer Financial Protection Act of 2010 (12 

11 U.S.C. 5481 et seq.) is amended— 

12 (1) in section 1013— 

13 (A) in subsection (b)— 

14 (i) in paragraph (1), by striking 

15 ‘‘shall establish’’ and inserting ‘‘may estab16 lish’’; 

17 (ii) in paragraph (2), by striking 

18 ‘‘shall establish’’ and inserting ‘‘may estab19 lish’’; and 

20 (iii) paragraph (3)(D)— 

21 (I) by striking ‘‘To facilitate 

22 preparation of the reports required 

23 under subparagraph (C), supervision 

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1 nancial products and services, the’’ 

2 and inserting ‘‘The’’; and 

3 (II) by adding at the end the fol4 lowing: ‘‘Information collected under 

5 this paragraph may not be made pub6 licly available, except as required by 

7 law.’’; 

8 (B) in subsection (c)— 

9 (i) in paragraph (1), by striking 

10 ‘‘shall establish’’ and inserting ‘‘may estab11 lish’’; and 

12 (ii) in paragraph (3), by striking 

13 ‘‘There is established the’’ and inserting 

14 ‘‘At any time when the Office of Fair 

15 Lending and Equal Opportunity exists 

16 within the Agency, there shall be a’’; 

17 (C) in subsection (d)— 

18 (i) in paragraph (1), by striking 

19 ‘‘shall establish’’ and inserting ‘‘may estab20 lish’’; 

21 (ii) in paragraph (3)— 

22 (I) in subparagraph (A), by in23 serting ‘‘, if such Office exists within 

24 the Agency,’’ after ‘‘Community Af25 fairs Office’’; and 


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1 (II) in subparagraph (B), by 

2 striking ‘‘established by the Director’’ 

3 and inserting ‘‘, if established by the 

4 Director,’’; and 

5 (iii) in paragraph (4), by striking 

6 ‘‘Not later than 24 months after the des7 ignated transfer date, and annually there8 after,’’ and inserting ‘‘Annually, at any 

9 time when the Office of Financial Edu10 cation exists within the Agency,’’; 

11 (D) in subsection (e)(1), by striking ‘‘shall 

12 establish’’ and inserting ‘‘may establish’’; 

13 (E) by striking subsection (f); 

14 (F) by redesignating subsections (g) and 

15 (h) as subsections (f) and (g), respectively; and 

16 (G) in subsection (f), as so redesignated— 

17 (i) in paragraph (1)— 

18 (I) by striking ‘‘Before the end of 

19 the 180-day period beginning on the 

20 designated transfer date, the Director 

21 shall’’ and inserting ‘‘The Director 

22 may’’; and 

23 (II) by striking ‘‘on protection 

24 from unfair, deceptive, and abusive 

25 practices and’’; 


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1 (ii) in paragraph (2), by striking ‘‘The 

2 Office’’ and inserting ‘‘At any time when 

3 the Office of Financial Protection for 

4 Older Americans exists within the Agency, 

5 the Office’’; and 

6 (iii) in paragraph (3)— 

7 (I) in subparagraph (A)— 

8 (aa) by striking clause (i); 

9 (bb) by redesignating 

10 clauses (ii) and (iii) as clauses (i) 

11 and (ii), respectively; and 

12 (cc) in clause (ii), as so re13 designated, by striking ‘‘to re14 spond to consumer problems 

15 caused by unfair, deceptive, or 

16 abusive practices’’; 

17 (II) in subparagraph (B), by 

18 striking ‘‘and alert the Commission 

19 and State regulators of certifications 

20 or designations that are identified as 

21 unfair, deceptive, or abusive’’; and 

22 (III) in subparagraph (D)— 

23 (aa) by striking clause (i); 

24 and 


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1 (bb) by redesignating 

2 clauses (ii) and (iii) as clauses (i) 

3 and (ii), respectively; 

4 (2) in section 1029(e), by inserting after ‘‘Af5 fairs,’’ the following: ‘‘if established under this 

6 title,’’; and 

7 (3) in section 1035— 

8 (A) in subsection (a), by striking ‘‘shall 

9 designate’’ and inserting ‘‘may designate’’; and 

10 (B) in subsection (b), by striking ‘‘The 

11 Secretary’’ and inserting ‘‘If the Secretary des12 ignates the Ombudsman under subsection (a), 

13 the Secretary’’. 

14 SEC. 726. REPEAL OF MANDATORY ADVISORY BOARD. 

15 (a) IN GENERAL.—Section 1014 of the Consumer Fi16 nancial Protection Act of 2010 (12 U.S.C. 5494) is re17 pealed. 

18 (b) CLERICAL AMENDMENT.—The table of contents 

19 in section 1(b) of the Dodd-Frank Wall Street Reform and 

20 Consumer Protection Act is amended by striking the item 

21 relation to section 1014. 

22 (c) RULE OF CONSTRUCTION.—Nothing in this sec23 tion may be construed as limiting the authority of the Di24 rector of the Consumer Law Enforcement Agency to esVerDate Sep 11 2014 22:41 Jun 13, 2017 Jkt 069200 PO 00000 Frm 00401 Fmt 6652 Sfmt 6201 E:\BILLS\H10.RFS H10

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1 tablish advisory committees pursuant to the Federal Advi2 sory Committee Act. 

3 SEC. 727. ELIMINATION OF SUPERVISION AUTHORITY. 

4 (a) IN GENERAL.—The Consumer Financial Protec5 tion Act of 2010 (12 U.S.C. 5481 et seq.) is amended— 

6 (1) in section 1002(15)(B)(ii)(I), by striking 

7 ‘‘examination or’’; 

8 (2) in section 1013(a)(1)(B), by striking ‘‘com9 pliance examiners, compliance supervision analysts,’’; 

10 (3) in section 1016(c)— 

11 (A) in paragraph (5), by striking ‘‘super12 visory and’’; and 

13 (B) in paragraph (6), by striking ‘‘orders, 

14 and supervisory actions’’ and inserting ‘‘and or15 ders’’; 

16 (4) in section 1024— 

17 (A) in the heading, by striking ‘‘SUPER18 VISION OF’’ and inserting ‘‘AUTHORITY

19 WITH RESPECT TO CERTAIN’’; 

20 (B) in subsection (a)— 

21 (i) in paragraph (1)(B), by striking 

22 ‘‘as defined by rule in accordance with 

23 paragraph (2)’’ and inserting ‘‘as of the 

24 date of the enactment of the Financial 

25 CHOICE Act of 2017’’; 


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1 (ii) by striking paragraph (2); 

2 (iii) by redesignating paragraph (3) as 

3 paragraph (2); and 

4 (iv) in subparagraph (A) of paragraph 

5 (2), as so redesignated, by striking 

6 ‘‘1025(a) or’’; 

7 (C) by striking subsection (b); 

8 (D) by redesignating subsections (c), (d), 

9 (e), and (f) as subsections (b), (c), (d), and (e), 

10 respectively; 

11 (E) in subsection (c), as so redesignated— 

12 (i) in the heading, by striking ‘‘AND

13 EXAMINATION AUTHORITY’’; and 

14 (ii) by striking ‘‘, conduct examina15 tions,’’ each place such term appears; 

16 (F) in subsection (d), as so redesignated— 

17 (i) by inserting ‘‘rulemaking and en18 forcement, but not supervisory,’’ before 

19 ‘‘authority of the Bureau’’; and 

20 (ii) by striking ‘‘conducting any exam21 ination or requiring any report from a 

22 service provider subject to this subsection’’ 

23 and inserting ‘‘carrying out any authority 

24 pursuant to this subsection with respect to 

25 a service provider’’; 


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1 (5) by striking section 1025; 

2 (6) in section 1026— 

3 (A) by amending subsection (a) to read as 

4 follows: 

5 ‘‘(a) SCOPE OF COVERAGE.—This section shall apply 

6 to any covered person that is an insured depository insti7 tution or an insured credit union.’’; 

8 (B) in subsection (b)(3), by striking ‘‘re9 port of examination or related’’; 

10 (C) by striking subsection (c); 

11 (D) by redesignating subsections (d) and 

12 (e) as subsections (c) and (d), respectively; 

13 (E) in subsection (c), as so redesignated, 

14 by adding at the end the following: 

15 ‘‘(3) VERY LARGE INSTITUTIONS.— 

16 ‘‘(A) PRIMARY ENFORCEMENT AUTHOR17 ITY.—Notwithstanding paragraph (1), to the 

18 extent that the Agency and another Federal 

19 agency are authorized to enforce a Federal con20 sumer financial law, the Agency shall have pri21 mary authority to enforce that Federal con22 sumer financial law with respect to an insured 

23 depository institution or insured credit union, if 

24 such depository institution or credit union has 


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1 total assets of more than $10,000,000,000, and 

2 any affiliate thereof. 

3 ‘‘(B) REFERRAL.—Any Federal agency, 

4 other than the Federal Trade Commission, that 

5 is authorized to enforce a Federal consumer fi6 nancial law may recommend, in writing, to the 

7 Agency that the Agency initiate an enforcement 

8 proceeding with respect to a person described in 

9 subparagraph (A), as the Agency is authorized 

10 to do by that Federal consumer financial law. 

11 ‘‘(C) BACKUP ENFORCEMENT AUTHOR12 ITY.—If the Agency does not, before the end of 

13 the 120-day period beginning on the date on 

14 which the Agency receives a recommendation 

15 under subparagraph (B), initiate an enforce16 ment proceeding, the other agency referred to 

17 in subparagraph (B) may initiate an enforce18 ment proceeding.’’; and 

19 (F) in subsection (d), as so redesignated— 

20 (i) by inserting after ‘‘subsection (a)’’ 

21 the following: ‘‘, or to any person described 

22 under subsection (c)(3)(A),’’; 

23 (ii) by striking ‘‘section 1025’’ and in24 serting ‘‘this section’’; and 


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1 (iii) by striking ‘‘When conducting 

2 any examination or requiring any report 

3 from a service provider subject to this sub4 section’’ and inserting ‘‘In carrying out 

5 any authority pursuant to this subsection 

6 with respect to a service provider’’; 

7 (7) in section 1027— 

8 (A) by striking ‘‘supervisory,’’ each place 

9 such term appears; 

10 (B) in subsection (e)(1), by striking ‘‘su11 pervisory or’’; and 

12 (C) in subsection (p), by striking ‘‘section 

13 1024(c)(1)’’ and inserting ‘‘section 

14 1024(b)(1)’’; 

15 (8) in section 1034— 

16 (A) by striking subsections (b) and (c); 

17 and 

18 (B) by redesignating subsection (d) as sub19 section (b); 

20 (9) in section 1053— 

21 (A) in subsection (b)(1)(A), by striking 

22 ‘‘sections 1024, 1025, and 1026’’ and inserting 

23 ‘‘sections 1024 and 1026’’; and 

24 (B) in subsection (c)(3)(B)(ii)(II), by 

25 striking ‘‘, by examination or otherwise,’’; 


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1 (10) in section 1054(a), by striking ‘‘sections 

2 1024, 1025, and 1026’’ and inserting ‘‘sections 

3 1024 and 1026’’; 

4 (11) in section 1061— 

5 (A) in subsection (a)(1)— 

6 (i) in subparagraph (A), by striking ‘‘; 

7 and’’ at the end and inserting a period; 

8 (ii) by striking ‘‘means—’’ and all 

9 that follows through ‘‘(A) all’’ and insert10 ing ‘‘means all’’; and 

11 (iii) by striking subparagraph (B); 

12 and 

13 (B) in subsection (c)— 

14 (i) by amending paragraph (1) to read 

15 as follows: 

16 ‘‘(1) EXAMINATION.—A transferor agency that 

17 is a prudential regulator shall have exclusive author18 ity (relative to the Bureau) to require reports from 

19 and conduct examinations for compliance with Fed20 eral consumer financial laws with respect to a person 

21 described in section 1026(a).’’; and 

22 (ii) in paragraph (2)— 

23 (I) by striking subparagraph (A); 

24 and 


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1 (II) by redesignating subpara2 graphs (B) and (C) as subparagraphs 

3 (A) and (B), respectively; 

4 (12) in section 1063, by striking ‘‘sections 

5 1024, 1025, and 1026’’ each place such term ap6 pears and inserting ‘‘sections 1024 and 1026’’; and 

7 (13) in section 1067, by striking subsection (e). 

8 (b) HOME MORTGAGE DISCLOSURE ACT OF 1975.— 

9 Section 305(d) of the Home Mortgage Disclosure Act of 

10 1975 (12 U.S.C. 2804(d)) is amended by striking ‘‘exam11 ine and’’. 

12 (c) OMNIBUS APPROPRIATIONS ACT, 2009.—Section 

13 626 of the Omnibus Appropriations Act, 2009 (15 U.S.C. 

14 1638 note) is repealed. 

15 (d) CLERICAL AMENDMENT.—The table of contents 

16 in section 1(b) of the Dodd-Frank Wall Street Reform and 

17 Consumer Protection Act is amended— 

18 (1) in the item relating to section 1024, by 

19 striking ‘‘SUPERVISION OF’’ and inserting ‘‘AU20 THORITY WITH RESPECT TO CERTAIN’’; and 

21 (2) by striking the item relating to section 

22 1025. 


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1 SEC. 728. TRANSFER OF OLD OTS BUILDING FROM OCC TO 

2 GSA. 

3 (a) IN GENERAL.—Within 180 days of the date of 

4 the enactment of this Act, the Comptroller of the Currency 

5 shall transfer, at no cost, the parcel of real property in 

6 the District of Columbia located at 1700 G Street, North7 west, to the administrative jurisdiction, custody, and con8 trol of the Administrator of General Services. 

9 (b) GSA STUDY.— 

10 (1) STUDY.—The Administrator of General 

11 Services shall carry out a study to determine— 

12 (A) the Consumer Law Enforcement Agen13 cy’s office real estate leasing needs, in light of 

14 the changes to the Agency’s structure made by 

15 this Act; 

16 (B) whether the office space referenced in 

17 subsection (a) is the most cost-effective use of 

18 taxpayer money in meeting those needs, relative 

19 to alternative leasing options in the Wash20 ington, D.C. Metropolitan Area; and 

21 (C) if there is a Government department 

22 or agency that has building needs that could be 

23 met by moving all or a portion of the employees 

24 of such department or agency to the property 

25 described under subsection (a). 


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1 (2) REPORT.—Not later than the end of the 6- 

2 month period beginning on the date of the enact3 ment of this Act, the Administrator of General Serv4 ices shall issue a report to the Congress containing 

5 all findings and determinations made in carrying out 

6 the study required under paragraph (1). 

7 (3) AUTHORITY TO SELL PROPERTY.—If, after 

8 carrying out the study required under paragraph 

9 (1), the Administrator of General Services deter10 mines that— 

11 (A) the Consumer Law Enforcement Agen12 cy’s office real estate leasing needs have 

13 changed in light of the changes to the Agency’s 

14 structure made by this Act, and 

15 (B) that there is no Government depart16 ment or agency that has building needs that 

17 could be met by moving all or a portion of the 

18 employees of such department or agency to the 

19 property described under subsection (a), 

20 the Administrator may sell such property to the 

21 highest bidder, so long as the revenue from the sale 

22 exceeds the combined cost of building such property 

23 and the cost of the most recently completed renova24 tion of such property. 


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1 SEC. 729. LIMITATION ON AGENCY AUTHORITY. 

2 Section 1027 of the Consumer Financial Protection 

3 Act of 2010 (12 U.S.C. 5517) is amended— 

4 (1) in subsection (g)(3)(A), by striking ‘‘may 

5 not exercise any rulemaking or enforcement author6 ity’’ and inserting ‘‘may not exercise any rule7 making, enforcement, or other authority’’; 

8 (2) in subsection (i)(1), by striking ‘‘shall have 

9 no authority to exercise any power to enforce this 

10 title’’ and inserting ‘‘may not exercise any rule11 making, enforcement, or other authority’’; and 

12 (3) in subsection (j)(1), by striking ‘‘shall have 

13 no authority to exercise any power to enforce this 

14 title’’ and inserting ‘‘may not exercise any rule15 making, enforcement, or other authority’’. 

16 Subtitle C—Policy Enhancements 

17 SEC. 731. CONSUMER RIGHT TO FINANCIAL PRIVACY. 

18 (a) REQUIREMENT OF THE AGENCY TO OBTAIN PER19 MISSION BEFORE COLLECTING NONPUBLIC PERSONAL

20 INFORMATION.—Section 1022 of the Consumer Financial 

21 Protection Act of 2010 (12 U.S.C. 5512), as amended by 

22 section 724(2), is further amended by inserting after sub23 section (b) the following: 

24 ‘‘(c) CONSUMER PRIVACY.— 

25 ‘‘(1) IN GENERAL.—The Agency may not re26 quest, obtain, access, collect, use, retain, or disclose 


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1 any nonpublic personal information about a con2 sumer unless— 

3 ‘‘(A) the Agency clearly and conspicuously 

4 discloses to the consumer, in writing or in an 

5 electronic form, what information will be re6 quested, obtained, accessed, collected, used, re7 tained, or disclosed; and 

8 ‘‘(B) before such information is requested, 

9 obtained, accessed, collected, used, retained, or 

10 disclosed, the consumer informs the Agency 

11 that such information may be requested, ob12 tained, accessed, collected, used, retained, or 

13 disclosed. 

14 ‘‘(2) APPLICATION OF REQUIREMENT TO CON15 TRACTORS OF THE AGENCY.—Paragraph (1) shall 

16 apply to any person directed or engaged by the 

17 Agency to collect information to the extent such in18 formation is being collected on behalf of the Agency. 

19 ‘‘(3) DEFINITION OF NONPUBLIC PERSONAL IN20 FORMATION.—In this subsection, the term ‘non21 public personal information’ has the meaning given 

22 the term in section 509 of the Gramm-Leach-Bliley 

23 Act (15 U.S.C. 6809).’’. 

24 (b) REMOVAL OF EXEMPTION FOR THE AGENCY

25 FROM THE RIGHT TO FINANCIAL PRIVACY ACT.—Section 


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1 1113 of the Right to Financial Privacy Act of 1978 (12 

2 U.S.C. 3413) is amended by striking subsection (r). 

3 SEC. 732. REPEAL OF COUNCIL AUTHORITY TO SET ASIDE 

4 AGENCY RULES AND REQUIREMENT OF SAFE5 TY AND SOUNDNESS CONSIDERATIONS WHEN 

6 ISSUING RULES. 

7 (a) REPEAL OF AUTHORITY.— 

8 (1) IN GENERAL.—Section 1023 of the Con9 sumer Financial Protection Act of 2010 (12 U.S.C. 

10 5513) is hereby repealed. 

11 (2) CONFORMING AMENDMENT.—Section 

12 1022(b)(2)(C) of the Consumer Financial Protection 

13 Act of 2010 (12 U.S.C. 5512(b)(2)(C)) is amended 

14 by striking ‘‘, except that nothing in this clause shall 

15 be construed as altering or limiting the procedures 

16 under section 1023 that may apply to any rule pre17 scribed by the Bureau’’. 

18 (3) CLERICAL AMENDMENT.—The table of con19 tents under section 1(b) of the Dodd-Frank Wall 

20 Street Reform and Consumer Protection Act is 

21 amended by striking the item relating to section 

22 1023. 

23 (b) SAFETY AND SOUNDNESS CHECK.—Section 

24 1022(b)(2)(A) of the Consumer Financial Protection Act 

25 of 2010 (12 U.S.C. 5512(b)(2)(A)) is amended— 


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1 (1) in clause (i), by striking ‘‘and’’ at the end; 

2 (2) in clause (ii), by adding ‘‘and’’ at the end; 

3 and 

4 (3) by adding at the end the following: 

5 ‘‘(iii) the impact of such rule on the 

6 financial safety or soundness of an insured 

7 depository institution;’’. 

8 SEC. 733. REMOVAL OF AUTHORITY TO REGULATE SMALL9 DOLLAR CREDIT. 

10 The Consumer Financial Protection Act of 2010 (12 

11 U.S.C. 5481 et seq.) is amended— 

12 (1) in section 1024(a)(1)— 

13 (A) in subparagraph (C), by adding ‘‘or’’ 

14 at the end; 

15 (B) in subparagraph (D), by striking ‘‘; 

16 or’’ and inserting a period; and 

17 (C) by striking subparagraph (E); and 

18 (2) in section 1027, by adding at the end the 

19 following: 

20 ‘‘(t) NO AUTHORITY TO REGULATE SMALL-DOLLAR

21 CREDIT.—The Agency may not exercise any rulemaking, 

22 enforcement, or other authority with respect to payday 

23 loans, vehicle title loans, or other similar loans.’’. 


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1 SEC. 734. REFORMING INDIRECT AUTO FINANCING GUID2 ANCE. 

3 (a) NULLIFICATION OF AUTO LENDING GUID4 ANCE.—Bulletin 2013–02 of the Bureau of Consumer Fi5 nancial Protection (published March 21, 2013) shall have 

6 no force or effect. 

7 (b) GUIDANCE REQUIREMENTS.—Section 1022(b) of 

8 the Consumer Financial Protection Act of 2010 (12 

9 U.S.C. 5512(b)), as amended by section 721, is further 

10 amended by adding at the end the following: 

11 ‘‘(8) GUIDANCE ON INDIRECT AUTO FINANC12 ING.—In proposing and issuing guidance primarily 

13 related to indirect auto financing, the Agency 

14 shall— 

15 ‘‘(A) provide for a public notice and com16 ment period before issuing the guidance in final 

17 form; 

18 ‘‘(B) make available to the public, includ19 ing on the website of the Agency, all studies, 

20 data, methodologies, analyses, and other infor21 mation relied on by the Agency in preparing 

22 such guidance; 

23 ‘‘(C) redact such information as necessary 

24 to maintain the nonpublic nature of confidential 

25 information, such as trade secrets and other 


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1 confidential commercial or financial informa2 tion, and personally identifiable information; 

3 ‘‘(D) consult with the Board of Governors 

4 of the Federal Reserve System, the Federal 

5 Trade Commission, and the Department of Jus6 tice; and 

7 ‘‘(E) conduct a study on the costs and im8 pacts of such guidance to consumers and 

9 women-owned, minority-owned, veteran-owned, 

10 and small businesses, including consumers and 

11 small businesses in rural areas.’’. 

12 (c) RULE OF CONSTRUCTION.—Nothing in this sec13 tion shall be construed to apply to guidance issued by the 

14 Consumer Law Enforcement Agency that is not primarily 

15 related to indirect auto financing. 

16 SEC. 735. REMOVAL OF AGENCY UDAAP AUTHORITY. 

17 (a) IN GENERAL.—The Consumer Financial Protec18 tion Act of 2010 (12 U.S.C. 5481 et seq.) is amended— 

19 (1) in section 1021(b)(2), by striking ‘‘from un20 fair, deceptive, or abusive acts and practices and’’; 

21 (2) by striking section 1031; 

22 (3) in section 1036(a)— 

23 (A) in paragraph (1)— 


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1 (i) by striking ‘‘provider’’ and all that 

2 follows through ‘‘to offer’’ and inserting 

3 ‘‘provider to offer’’; 

4 (ii) by striking subparagraph (B); and 

5 (B) in paragraph (2)(C), by striking ‘‘; or’’ 

6 at the end and inserting a period; and 

7 (C) by striking paragraph (3); and 

8 (4) in section 1061(b)(5)— 

9 (A) in subparagraph (B)— 

10 (i) by striking ‘‘(i) In general.—’’; 

11 and 

12 (ii) by striking clause (ii); 

13 (B) by striking subparagraph (D); and 

14 (C) by redesignating subparagraph (E) (as 

15 amended by section 717(2)) as subparagraph 

16 (D); and 

17 (5) in section 1076(b)(2), by striking ‘‘deter18 mine—’’ and all that follows through ‘‘(B) provide 

19 for’’ and inserting ‘‘determine, provide for’’. 

20 (b) TELEMARKETING AND CONSUMER FRAUD AND

21 ABUSE PREVENTION ACT.—Section 3(c) of the Tele22 marketing and Consumer Fraud and Abuse Prevention 

23 Act (15 U.S.C. 6102) is amended— 

24 (1) in paragraph (1), by striking ‘‘; and’’ at the 

25 end and inserting a period; 


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1 (2) by striking paragraph (2); and 

2 (3) by striking ‘‘subsection (a)—’’ and all that 

3 follows through ‘‘(1) shall’’ and inserting ‘‘sub4 section (a) shall’’. 

5 (c) CLERICAL AMENDMENT.—The table of contents 

6 in section 1(b) of the Dodd-Frank Wall Street Reform and 

7 Consumer Protection Act is amended by striking the item 

8 relating to section 1031. 

9 SEC. 736. PRESERVATION OF UDAP AUTHORITY FOR FED10 ERAL BANKING REGULATORS. 

11 (a) IN GENERAL.—Section 18(f) of the Federal 

12 Trade Commission Act (15 U.S.C. 57a(f)) is amended to 

13 read as follows: 

14 ‘‘(f) UNFAIR OR DECEPTIVE ACTS OR PRACTICES BY

15 DEPOSITORY INSTITUTIONS.— 

16 ‘‘(1) IN GENERAL.—In order to prevent unfair 

17 or deceptive acts or practices in or affecting com18 merce (including acts or practices which are unfair 

19 or deceptive to consumers) by depository institu20 tions, each Federal banking regulator shall prescribe 

21 regulations to carry out the purposes of this section, 

22 including regulations defining with specificity such 

23 unfair or deceptive acts or practices, and containing 

24 requirements prescribed for the purpose of pre25 venting such acts or practices. 


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1 ‘‘(2) PROMULGATING SUBSTANTIALLY SIMILAR

2 REGULATIONS.—Whenever the Commission pre3 scribes a rule under subsection (a)(1)(B), then with4 in 60 days after such rule takes effect each Federal 

5 banking regulator shall promulgate substantially 

6 similar regulations prohibiting acts or practices of 

7 depository institutions which are substantially simi8 lar to those prohibited by rules of the Commission 

9 and which impose substantially similar requirements, 

10 unless— 

11 ‘‘(A) the Federal banking regulator finds 

12 that such acts or practices of depository institu13 tions are not unfair or deceptive; or 

14 ‘‘(B) the Board of Governors of the Fed15 eral Reserve System finds that implementation 

16 of similar regulations with respect to depository 

17 institutions would seriously conflict with essen18 tial monetary and payments systems policies of 

19 such Board, and publishes any such finding, 

20 and the reasons therefor, in the Federal Reg21 ister. 

22 ‘‘(3) ENFORCEMENT.— 

23 ‘‘(A) IN GENERAL.—Compliance with regu24 lations prescribed under this subsection shall be 

25 enforced— 


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1 ‘‘(i) under section 8 of the Federal 

2 Deposit Insurance Act, with respect to a 

3 depository institution other than a Federal 

4 credit union; and 

5 ‘‘(ii) under sections 120 and 206 of 

6 the Federal Credit Union Act, with respect 

7 to a Federal credit union. 

8 ‘‘(B) DEEMING OF VIOLATION.—For the 

9 purpose of the exercise by a Federal banking 

10 regulator of the regulator’s powers under any 

11 Act referred to in subparagraph (A), a violation 

12 of any regulation prescribed under this sub13 section shall be deemed to be a violation of a 

14 requirement imposed under that Act. 

15 ‘‘(C) ENFORCEMENT THROUGH ANY EXIST16 ING AUTHORITY.—In addition to its powers 

17 under any provision of law specifically referred 

18 to in subparagraph (A), each Federal banking 

19 regulator may exercise, for the purpose of en20 forcing compliance with any regulation pre21 scribed under this subsection, any other author22 ity conferred on the regulator by law. 

23 ‘‘(4) RULE OF CONSTRUCTION.—The authority 

24 of the Board of Governors of the Federal Reserve 

25 System to issue regulations under this subsection 


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1 does not impair the authority of any other Federal 

2 banking regulator to make rules respecting the regu3 lator’s own procedures in enforcing compliance with 

4 regulations prescribed under this subsection. 

5 ‘‘(5) REPORT TO CONGRESS.—Each Federal 

6 banking regulator exercising authority under this 

7 subsection shall transmit to the Congress each year 

8 a detailed report on its activities under this sub9 section during the preceding calendar year. 

10 ‘‘(6) DEFINITIONS.—For purposes of this Act: 

11 ‘‘(A) BANK.—The term ‘bank’ means— 

12 ‘‘(i) national banks and Federal 

13 branches and Federal agencies of foreign 

14 banks; 

15 ‘‘(ii) member banks of the Federal 

16 Reserve System (other than national 

17 banks), branches and agencies of foreign 

18 banks (other than Federal branches, Fed19 eral agencies, and insured State branches 

20 of foreign banks), commercial lending com21 panies owned or controlled by foreign 

22 banks, and organizations operating under 

23 section 25 or 25A of the Federal Reserve 

24 Act; and 


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1 ‘‘(iii) banks insured by the Federal 

2 Deposit Insurance Corporation (other than 

3 banks referred to in clause (i) or (ii)) and 

4 insured State branches of foreign banks. 

5 ‘‘(B) DEPOSITORY INSTITUTION.—The 

6 term ‘depository institution’ means a bank, a 

7 savings and loan institution, or a Federal credit 

8 union. 

9 ‘‘(C) FEDERAL BANKING REGULATOR.— 

10 The term ‘Federal banking regulator’— 

11 ‘‘(i) has the meaning given the term 

12 ‘appropriate Federal banking agency’ 

13 under section 3 of the Federal Deposit In14 surance Act; and 

15 ‘‘(ii) means the National Credit Union 

16 Administration, in the case of a Federal 

17 credit union. 

18 ‘‘(D) FEDERAL CREDIT UNION.—The term 

19 ‘Federal credit union’ has the same meaning as 

20 in section 101 of the Federal Credit Union Act. 

21 ‘‘(E) SAVINGS AND LOAN INSTITUTION.— 

22 The term ‘savings and loan institution’ has the 

23 same meaning as in section 3 of the Federal 

24 Deposit Insurance Act. 


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1 ‘‘(F) OTHER TERMS.—The terms used in 

2 this paragraph that are not defined in this Act 

3 or otherwise defined in section 3(s) of the Fed4 eral Deposit Insurance Act shall have the mean5 ing given to them in section 1(b) of the Inter6 national Banking Act of 1978.’’. 

7 (b) CONFORMING AMENDMENTS.—The Federal 

8 Trade Commission Act (15 U.S.C. 41 et seq.) is amend9 ed— 

10 (1) in section 6(j)(6), by striking ‘‘section 

11 18(f)(3) (15 U.S.C. 57a(f)(3)), a Federal credit 

12 union described in section 18(f)(4) (15 U.S.C. 

13 57a(f)(4))’’ and inserting ‘‘section 18(f), a Federal 

14 credit union described in section 18(f)’’; 

15 (2) in section 21(b)(6)(C), by striking ‘‘section 

16 18(f)(3) of the Federal Trade Commission Act (15 

17 U.S.C. 57a(f)(3)), or a Federal credit union de18 scribed in section 18(f)(4) of the Federal Trade 

19 Commission Act (15 U.S.C. 57a(f)(4))’’ and insert20 ing ‘‘section 18(f), or a Federal credit union de21 scribed in section 18(f)’’; 

22 (3) by striking ‘‘section 18(f)(2)’’ and inserting 

23 ‘‘section 18(f)’’; 


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1 (4) by striking ‘‘section 18(f)(3)’’ each place 

2 such term appears and inserting ‘‘section 18(f)’’; 

3 and 

4 (5) by striking ‘‘section 18(f)(4)’’ each place 

5 such term appears and inserting ‘‘section 18(f)’’. 

6 SEC. 737. REPEAL OF AUTHORITY TO RESTRICT ARBITRA7 TION. 

8 (a) IN GENERAL.—Section 1028 of the Consumer Fi9 nancial Protection Act of 2010 (12 U.S.C. 5518) is hereby 

10 repealed. 

11 (b) CLERICAL AMENDMENT.—The table of contents 

12 under section 1(b) of the Dodd-Frank Wall Street Reform 

13 and Consumer Protection Act is amended by striking the 

14 item relating to section 1028. 

15 TITLE VIII—CAPITAL MARKETS 

16 IMPROVEMENTS 

17 Subtitle A—SEC Reform, 

18 Restructuring, and Accountability 

19 SEC. 801. AUTHORIZATION OF APPROPRIATIONS. 

20 Section 35 of the Securities Exchange Act of 1934 

21 (15 U.S.C. 78kk) is amended by striking paragraphs (1) 

22 through (5) and inserting the following: 

23 ‘‘(1) for fiscal year 2017, $1,605,000,000; 

24 ‘‘(2) for fiscal year 2018, $1,655,000,000; 

25 ‘‘(3) for fiscal year 2019, $1,705,000,000; 


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1 ‘‘(4) for fiscal year 2020, $1,755,000,000; 

2 ‘‘(5) for fiscal year 2021, $1,805,000,000; and 

3 ‘‘(6) for fiscal year 2022, $1,855,000,000.’’. 

4 SEC. 802. REPORT ON UNOBLIGATED APPROPRIATIONS. 

5 Section 23 of the Securities Exchange Act of 1934 

6 (15 U.S.C. 78w) is amended by adding at the end the fol7 lowing: 

8 ‘‘(e) REPORT ON UNOBLIGATED APPROPRIATIONS.— 

9 If, at the end of any fiscal year, there remain unobligated 

10 any funds that were appropriated to the Commission for 

11 such fiscal year, the Commission shall, not later than 30 

12 days after the last day of such fiscal year, submit to the 

13 Committee on Financial Services and the Committee on 

14 Appropriations of the House of Representatives and the 

15 Committee on Banking, Housing, and Urban Affairs and 

16 the Committee on Appropriations of the Senate and make 

17 available on the Commission’s website a report stating the 

18 amount of such unobligated funds. If there is any material 

19 change in the amount stated in the report, the Commis20 sion shall, not later than 7 days after determining the 

21 amount of the change, submit to such committees and 

22 make available on the Commission’s website a supple23 mentary report stating the amount of and reason for the 

24 change.’’. 


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1 SEC. 803. SEC RESERVE FUND ABOLISHED. 

2 Section 4 of the Securities Exchange Act of 1934 (15 

3 U.S.C. 78d) is amended by striking subsection (i). 

4 SEC. 804. FEES TO OFFSET APPROPRIATIONS. 

5 (a) SECTION 31 OF THE SECURITIES EXCHANGE ACT

6 OF 1934.—Section 31 of the Securities Exchange Act of 

7 1934 (15 U.S.C. 78ee) is amended— 

8 (1) by striking subsection (a) and inserting the 

9 following: 

10 ‘‘(a) COLLECTION.—The Commission shall, in ac11 cordance with this section, collect transaction fees and as12 sessments.’’; 

13 (2) in subsection (i)— 

14 (A) in paragraph (1)(A), by inserting ‘‘ex15 cept as provided in paragraph (2),’’ before 

16 ‘‘shall’’; and 

17 (B) by striking paragraph (2) and insert18 ing the following: 

19 ‘‘(2) GENERAL REVENUE.—Any fees collected 

20 for a fiscal year pursuant to this section, sections 

21 13(e) and 14(g) of this title, and section 6(b) of the 

22 Securities Act of 1933 in excess of the amount pro23 vided in appropriation Acts for collection for such 

24 fiscal year pursuant to such sections shall be depos25 ited and credited as general revenue of the Treas26 ury.’’; 


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1 (3) in subsection (j)— 

2 (A) by striking ‘‘the regular appropriation 

3 to the Commission by Congress for such fiscal 

4 year’’ each place it appears and inserting ‘‘the 

5 target offsetting collection amount for such fis6 cal year’’; and 

7 (B) in paragraph (2), by striking ‘‘sub8 section (l)’’ and inserting ‘‘subsection (l)(2)’’; 

9 and 

10 (4) by striking subsection (l) and inserting the 

11 following: 

12 ‘‘(l) DEFINITIONS.—For purposes of this section: 

13 ‘‘(1) TARGET OFFSETTING COLLECTION

14 AMOUNT.—The target offsetting collection amount 

15 for a fiscal year is— 

16 ‘‘(A) for fiscal year 2017, $1,400,000,000; 

17 and 

18 ‘‘(B) for each succeeding fiscal year, the 

19 target offsetting collection amount for the prior 

20 fiscal year, adjusted by the rate of inflation. 

21 ‘‘(2) BASELINE ESTIMATE OF THE AGGREGATE

22 DOLLAR AMOUNT OF SALES.—The baseline estimate 

23 of the aggregate dollar amount of sales for any fiscal 

24 year is the baseline estimate of the aggregate dollar 

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1 bentures, other evidences of indebtedness, security 

2 futures products, and options on securities indexes 

3 (excluding a narrow-based security index)) to be 

4 transacted on each national securities exchange and 

5 by or through any member of each national securi6 ties association (otherwise than on a national securi7 ties exchange) during such fiscal year as determined 

8 by the Commission, after consultation with the Con9 gressional Budget Office and the Office of Manage10 ment and Budget, using the methodology required 

11 for making projections pursuant to section 257 of 

12 the Balanced Budget and Emergency Deficit Control 

13 Act of 1985.’’. 

14 (b) SECTION 6(b) OF THE SECURITIES ACT OF

15 1933.—Section 6(b) of the Securities Act of 1933 (15 

16 U.S.C. 77f(b)) is amended— 

17 (1) by striking ‘‘target fee collection amount’’ 

18 each place it appears and inserting ‘‘target offsetting 

19 collection amount’’; 

20 (2) in paragraph (4), by striking the last sen21 tence and inserting the following: ‘‘Subject to para22 graphs (6)(B) and (7), an adjusted rate prescribed 

23 under paragraph (2) shall take effect on the later 

24 of— 


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1 ‘‘(A) the first day of the fiscal year to 

2 which such rate applies; or 

3 ‘‘(B) five days after the date on which a 

4 regular appropriation to the Commission for 

5 such fiscal year is enacted.’’; 

6 (3) in paragraph (5), by inserting ‘‘of the Secu7 rities Exchange Act of 1934’’ after ‘‘sections 13(e) 

8 and 14(g)’’; 

9 (4) by redesignating paragraph (6) as para10 graph (8); 

11 (5) by inserting after paragraph (5) the fol12 lowing: 

13 ‘‘(6) OFFSETTING COLLECTIONS.—Fees col14 lected pursuant to this subsection for any fiscal 

15 year— 

16 ‘‘(A) except as provided in section 31(i)(2) 

17 of the Securities Exchange Act of 1934, shall 

18 be deposited and credited as offsetting collec19 tions to the account providing appropriations to 

20 the Commission; and 

21 ‘‘(B) except as provided in paragraph (7), 

22 shall not be collected for any fiscal year except 

23 to the extent provided in advance in appropria24 tion Acts. 


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1 ‘‘(7) LAPSE OF APPROPRIATION.—If on the 

2 first day of a fiscal year a regular appropriation to 

3 the Commission has not been enacted, the Commis4 sion shall continue to collect fees (as offsetting col5 lections) under this subsection at the rate in effect 

6 during the preceding fiscal year, until 5 days after 

7 the date such a regular appropriation is enacted.’’; 

8 and 

9 (6) in subparagraph (A) of paragraph (8) (as 

10 so redesignated)— 

11 (A) by striking the subparagraph heading 

12 and inserting ‘‘TARGET OFFSETTING COLLEC13 TION AMOUNT.—’’; and 

14 (B) in the heading of the right column of 

15 the table, by striking ‘‘fee’’ and inserting ‘‘off16 setting’’. 

17 (c) SECTION 13(e) OF THE SECURITIES EXCHANGE

18 ACT OF 1934.—Section 13(e) of the Securities Exchange 

19 Act of 1934 (15 U.S.C. 78m(e)) is amended— 

20 (1) by striking paragraph (5) and inserting the 

21 following: 

22 ‘‘(5) OFFSETTING COLLECTIONS.—Fees col23 lected pursuant to this subsection for any fiscal 

24 year— 


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1 ‘‘(A) except as provided in section 31(i)(2), 

2 shall be deposited and credited as offsetting col3 lections to the account providing appropriations 

4 to the Commission; and 

5 ‘‘(B) except as provided in paragraph (8), 

6 shall not be collected for any fiscal year except 

7 to the extent provided in advance in appropria8 tions Acts.’’; and 

9 (2) by adding at the end the following: 

10 ‘‘(8) LAPSE OF APPROPRIATION.—If on the 

11 first day of a fiscal year a regular appropriation to 

12 the Commission has not been enacted, the Commis13 sion shall continue to collect fees (as offsetting col14 lections) under this subsection at the rate in effect 

15 during the preceding fiscal year, until 5 days after 

16 the date such a regular appropriation is enacted.’’. 

17 (d) SECTION 14(g) OF THE SECURITIES EXCHANGE

18 ACT OF 1934.—Section 14(g) of the Securities Exchange 

19 Act of 1934 (15 U.S.C. 78n(g)) is amended— 

20 (1) by striking paragraph (5) and inserting the 

21 following: 

22 ‘‘(5) OFFSETTING COLLECTIONS.—Fees col23 lected pursuant to this subsection for any fiscal 

24 year— 


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1 ‘‘(A) except as provided in section 31(i)(2), 

2 shall be deposited and credited as offsetting col3 lections to the account providing appropriations 

4 to the Commission; and 

5 ‘‘(B) except as provided in paragraph (8), 

6 shall not be collected for any fiscal year except 

7 to the extent provided in advance in appropria8 tions Acts.’’; 

9 (2) by redesignating paragraph (8) as para10 graph (9); and 

11 (3) by inserting after paragraph (7) the fol12 lowing: 

13 ‘‘(8) LAPSE OF APPROPRIATION.—If on the 

14 first day of a fiscal year a regular appropriation to 

15 the Commission has not been enacted, the Commis16 sion shall continue to collect fees (as offsetting col17 lections) under this subsection at the rate in effect 

18 during the preceding fiscal year, until 5 days after 

19 the date such a regular appropriation is enacted.’’. 

20 (e) EFFECTIVE DATE.—The amendments made by 

21 this section— 

22 (1) shall apply beginning on October 1, 2017, 

23 except that for fiscal year 2018, the Securities and 

24 Exchange Commission shall publish— 


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1 (A) the rates established under section 31 

2 of the Securities Exchange Act of 1934, as 

3 amended by this section, not later than 30 days 

4 after the date on which an Act making a reg5 ular appropriation to the Commission for fiscal 

6 year 2018 is enacted; and 

7 (B) the rate established under section 6(b) 

8 of the Securities Act of 1933, as amended by 

9 this section, not later than August 31, 2017; 

10 and 

11 (2) shall not apply with respect to fees for any 

12 fiscal year before fiscal year 2018. 

13 SEC. 805. COMMISSION FEDERAL CONSTRUCTION FUNDING 

14 PROHIBITION. 

15 The Securities and Exchange Commission may not 

16 obligate any funds for the purpose of Federal construction 

17 of a new headquarters facility of the Commission. 

18 SEC. 806. IMPLEMENTATION OF RECOMMENDATIONS. 

19 Section 967 of the Dodd-Frank Wall Street Reform 

20 and Consumer Protection Act is amended by adding at 

21 the end the following: 

22 ‘‘(d) IMPLEMENTATION OF RECOMMENDATIONS.— 

23 Not later than 6 months after the date of enactment of 

24 this subsection, the Securities and Exchange Commission 

25 shall complete an implementation of the recommendations 


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1 contained in the report of the independent consultant 

2 issued under subsection (b) on March 10, 2011. To the 

3 extent that implementation of certain recommendations 

4 requires legislation, the Commission shall submit a report 

5 to Congress containing a request for legislation granting 

6 the Commission such authority it needs to fully implement 

7 such recommendations.’’. 

8 SEC. 807. OFFICE OF CREDIT RATINGS TO REPORT TO THE 

9 DIVISION OF TRADING AND MARKETS. 

10 Section 15E(p)(1) of the Securities Exchange Act of 

11 1934 (15 U.S.C. 78o–7(p)(1)) is amended— 

12 (1) in subparagraph (A), by striking ‘‘within 

13 the Commission’’ and inserting ‘‘within the Division 

14 of Trading and Markets’’; and 

15 (2) in subparagraph (B), by striking ‘‘report to 

16 the Chairman’’ and inserting ‘‘report to the head of 

17 the Division of Trading and Markets’’. 

18 SEC. 808. OFFICE OF MUNICIPAL SECURITIES TO REPORT 

19 TO THE DIVISION OF TRADING AND MAR20 KETS. 

21 Section 979 of the Dodd-Frank Wall Street Reform 

22 and Consumer Protection Act (15 U.S.C. 78o–4a) is 

23 amended— 


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1 (1) in subsection (a), by inserting ‘‘, within the 

2 Division of Trading and Markets,’’ after ‘‘There 

3 shall be in the Commission’’; and 

4 (2) in subsection (b), by striking ‘‘report to the 

5 Chairman’’ and inserting ‘‘report to the head of the 

6 Division of Trading and Markets’’. 

7 SEC. 809. INDEPENDENCE OF COMMISSION OMBUDSMAN. 

8 Section 4(g)(8) of the Securities Exchange Act of 

9 1934 (15 U.S.C. 78d(g)(8)) is amended— 

10 (1) in subparagraph (A), by striking ‘‘the In11 vestor Advocate shall appoint’’ and all that follows 

12 through ‘‘Investor Advocate’’ and inserting ‘‘the 

13 Chairman shall appoint an Ombudsman, who shall 

14 report to the Commission’’; and 

15 (2) in subparagraph (D)— 

16 (A) by striking ‘‘report to the Investor Ad17 vocate’’ and inserting ‘‘report to the Commis18 sion’’; and 

19 (B) by striking the last sentence. 

20 SEC. 810. INVESTOR ADVISORY COMMITTEE IMPROVE21 MENTS. 

22 Section 39 of the Securities Exchange Act of 1934 

23 (15 U.S.C. 78pp) is amended— 

24 (1) in subsection (a)(2)(B), by striking ‘‘sub25 mit’’ and inserting ‘‘in consultation with the Small 


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1 Business Capital Formation Advisory Committee es2 tablished under section 40, submit’’; 

3 (2) in subsection (b)— 

4 (A) in paragraph (1)— 

5 (i) in subparagraph (C), by striking 

6 ‘‘and’’; 

7 (ii) in subparagraph (D)(iv), by strik8 ing the period at the end and inserting ‘‘; 

9 and’’; and 

10 (iii) by adding at the end the fol11 lowing: 

12 ‘‘(E) a member of the Small Business Cap13 ital Formation Advisory Committee who shall 

14 be a nonvoting member.’’; 

15 (B) by amending paragraph (2) to read as 

16 follows: 

17 ‘‘(2) TERM.— 

18 ‘‘(A) LENGTH OF TERM FOR MEMBERS OF

19 THE COMMITTEE.—Each member of the Com20 mittee appointed under paragraph (1), other 

21 than the Investor Advocate, shall serve for a 

22 term of 4 years. 

23 ‘‘(B) LIMITATION ON MULTIPLE TERMS.— 

24 A member of the Committee may not serve for 

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1 vocate, a representative of State securities com2 missions, and the member of the Small Busi3 ness Capital Formation Advisory Committee.’’; 

4 and 

5 (C) in paragraph (3), by striking ‘‘para6 graph (1)(B)’’ and inserting ‘‘paragraph (1)’’; 

7 (3) in subsection (c), by amending paragraph 

8 (2) to read as follows: 

9 ‘‘(2) TERM.— 

10 ‘‘(A) LENGTH OF TERM.—Each member 

11 elected under paragraph (1) shall serve for a 

12 term of 3 years in the capacity for which the 

13 member was elected under paragraph (1). 

14 ‘‘(B) LIMITATION ON MULTIPLE TERMS.— 

15 A member elected under paragraph (1) may not 

16 serve for more than one term in the capacity 

17 for which the member was elected under para18 graph (1).’’; and 

19 (4) by striking subsections (i) and (j). 

20 SEC. 811. DUTIES OF INVESTOR ADVOCATE. 

21 Section 4(g)(4) of the Securities Exchange Act of 

22 1934 (15 U.S.C. 78d(g)(4)) is amended— 

23 (1) in subparagraph (D)(ii), by striking ‘‘and’’; 

24 (2) in subparagraph (E), by striking the period 

25 at the end and inserting a semicolon; and 


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1 (3) by adding at the end the following: 

2 ‘‘(F) not take a position on any legislation 

3 pending before Congress other than a legislative 

4 change proposed by the Investor Advocate pur5 suant to subparagraph (E); 

6 ‘‘(G) consult with the Advocate for Small 

7 Business Capital Formation on proposed rec8 ommendations made under subparagraph (E); 

9 and 

10 ‘‘(H) advise the Advocate for Small Busi11 ness Capital Formation on issues related to 

12 small business investors.’’. 

13 SEC. 812. ELIMINATION OF EXEMPTION OF SMALL BUSI14 NESS CAPITAL FORMATION ADVISORY COM15 MITTEE FROM FEDERAL ADVISORY COM16 MITTEE ACT. 

17 Section 40 of the Securities Exchange Act of 1934 

18 (as added by Public Law 114–284) is amended by striking 

19 subsection (h). 

20 SEC. 813. INTERNAL RISK CONTROLS. 

21 The Securities Exchange Act of 1934 (15 U.S.C. 78a 

22 et seq.) is amended— 

23 (1) by inserting after section 4G, as added by 

24 this Act, the following: 


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1 ‘‘SEC. 4H. INTERNAL RISK CONTROLS. 

2 ‘‘(a) IN GENERAL.—Each of the following entities, in 

3 consultation with the Chief Economist, shall develop com4 prehensive internal risk control mechanisms to safeguard 

5 and govern the storage of all market data by such entity, 

6 all market data sharing agreements of such entity, and 

7 all academic research performed at such entity using mar8 ket data: 

9 ‘‘(1) The Commission. 

10 ‘‘(2) Each national security association required 

11 to register under section 15A. 

12 ‘‘(b) CONSOLIDATED AUDIT TRAIL.—The Commis13 sion may not approve a national market system plan pur14 suant to part 242.613 of title 17, Code of Federal Regula15 tions (or any successor regulation), unless the operator of 

16 the consolidated audit trail created by such plan has devel17 oped, in consultation with the Chief Economist, com18 prehensive internal risk control mechanisms to safeguard 

19 and govern the storage of all market data by such oper20 ator, all market data sharing agreements of such operator, 

21 and all academic research performed at such operator 

22 using market data.’’; 

23 (2) in section 3(a), by redesignating the second 

24 paragraph (80) (relating to funding portals) as 

25 paragraph (81); and 


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1 (3) in section 3(a), by adding at the end the 

2 following: 

3 ‘‘(82) CHIEF ECONOMIST.—The term ‘Chief 

4 Economist’ means the Director of the Division of 

5 Economic and Risk Analysis, or an employee of the 

6 Commission with comparable authority, as deter7 mined by the Commission.’’. 

8 SEC. 814. APPLICABILITY OF NOTICE AND COMMENT RE9 QUIREMENTS OF THE ADMINISTRATIVE PRO10 CEDURE ACT TO GUIDANCE VOTED ON BY 

11 THE COMMISSION. 

12 The Securities Exchange Act of 1934 (15 U.S.C. 78a 

13 et seq.) is amended by inserting after section 4H, as added 

14 by this Act, the following: 

15 ‘‘SEC. 4I. APPLICABILITY OF NOTICE AND COMMENT RE16 QUIREMENTS OF THE ADMINISTRATIVE PRO17 CEDURE ACT TO GUIDANCE VOTED ON BY 

18 THE COMMISSION. 

19 ‘‘The notice and comment requirements of section 

20 553 of title 5, United States Code, shall also apply with 

21 respect to any Commission statement or guidance, includ22 ing interpretive rules, general statements of policy, or 

23 rules of Commission organization, procedure, or practice, 

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1 scribing law or policy and that is voted on by the Commis2 sion.’’. 

3 SEC. 815. LIMITATION ON PILOT PROGRAMS. 

4 (a) IN GENERAL.—Section 4 of the Securities Ex5 change Act of 1934 (15 U.S.C. 78d), as amended by sec6 tion 371(e), is further amended by adding at the end the 

7 following: 

8 ‘‘(l) LIMITATION ON PILOT PROGRAMS.— 

9 ‘‘(1) IN GENERAL.—Any pilot program estab10 lished by self-regulatory organizations, either indi11 vidually or jointly, and filed with the Commission, 

12 including under section 11A or 19, shall terminate 

13 after the end of the 5-year period beginning on the 

14 date that the Commission approved such program, 

15 unless the Commission issues a rule to permanently 

16 continue such program or approves such program on 

17 a permanent basis. 

18 ‘‘(2) EXTENSION.—With respect to a particular 

19 pilot program described under paragraph (1), the 

20 Commission may extend the 5-year period described 

21 under such paragraph for an additional 3 years if 

22 the Commission determines such extension is nec23 essary or appropriate in the public interest or for 

24 the protection of investors. 


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1 ‘‘(3) LACK OF STATUTORY AUTHORITY.—If, 

2 with respect to a pilot program described under 

3 paragraph (1), the Commission determines that the 

4 pilot program should continue permanently, but the 

5 Commission lacks sufficient statutory authority to 

6 permanently continue the program, the Commission 

7 shall, not later than 1 year before such pilot pro8 gram is scheduled to terminate pursuant to para9 graph (1), notify the Committee on Financial Serv10 ices of the House of Representatives and the Com11 mittee on Banking, Housing, and Urban Affairs of 

12 the Senate that the Commission believes the pro13 gram should continue permanently but does not have 

14 sufficient statutory authority to continue the pro15 gram.’’. 

16 (b) TREATMENT OF EXISTING PILOT PROGRAMS.— 

17 For purposes of section 4(k) of Securities Exchange Act 

18 of 1934, as added by subsection (a), the date on which 

19 the Commission approved a pilot program that was in ex20 istence on the date of the enactment of this Act shall be 

21 deemed to be the date of the enactment of this Act. 


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1 SEC. 816. PROCEDURE FOR OBTAINING CERTAIN INTEL2 LECTUAL PROPERTY. 

3 (a) PERSONS UNDER SECURITIES ACT OF 1933.— 

4 Section 8 of the Securities Act of 1933 (15 U.S.C. 77h) 

5 is amended by adding at the end the following: 

6 ‘‘(g) PROCEDURE FOR OBTAINING CERTAIN INTEL7 LECTUAL PROPERTY.—The Commission is not authorized 

8 to compel under this title a person to produce or furnish 

9 source code, including algorithmic trading source code or 

10 similar intellectual property, to the Commission unless the 

11 Commission first issues a subpoena.’’. 

12 (b) PERSONS UNDER THE SECURITIES EXCHANGE

13 ACT OF 1934.—Section 23 of the Securities Exchange Act 

14 of 1934 (15 U.S.C. 78w), as amended by section 802, is 

15 further amended by adding at the end the following: 

16 ‘‘(f) PROCEDURE FOR OBTAINING CERTAIN INTEL17 LECTUAL PROPERTY.—The Commission is not authorized 

18 to compel under this title a person to produce or furnish 

19 source code, including algorithmic trading source code or 

20 similar intellectual property, to the Commission unless the 

21 Commission first issues a subpoena.’’. 

22 (c) INVESTMENT COMPANIES.—Section 31 of the In23 vestment Company Act of 1940 (15 U.S.C. 80a–30) is 

24 amended by adding at the end the following: 

25 ‘‘(e) PROCEDURE FOR OBTAINING CERTAIN INTEL26 LECTUAL PROPERTY.—The Commission is not authorized 


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1 to compel under this title an investment company to 

2 produce or furnish source code, including algorithmic trad3 ing source code or similar intellectual property, to the 

4 Commission unless the Commission first issues a sub5 poena.’’. 

6 (d) INVESTMENT ADVISERS.—Section 204 of the In7 vestment Advisers Act of 1940 (15 U.S.C. 80b–4) is 

8 amended— 

9 (1) by adding at the end the following: 

10 ‘‘(f) PROCEDURE FOR OBTAINING CERTAIN INTEL11 LECTUAL PROPERTY.—The Commission is not authorized 

12 to compel under this title an investment adviser to produce 

13 or furnish source code, including algorithmic trading 

14 source code or similar intellectual property, to the Com15 mission unless the Commission first issues a subpoena.’’; 

16 and 

17 (2) in the second subsection (d), by striking 

18 ‘‘(d)’’ and inserting ‘‘(e)’’. 

19 SEC. 817. PROCESS FOR CLOSING INVESTIGATIONS. 

20 (a) IN GENERAL.—Not later than 180 days after the 

21 date of the enactment of this Act, the Securities and Ex22 change Commission shall establish a process for closing 

23 investigations (including preliminary or informal inves24 tigations) that is designed to ensure that the Commission, 

25 in a timely manner— 


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1 (1) makes a determination of whether or not to 

2 institute an administrative or judicial action in a 

3 matter or refer the matter to the Attorney General 

4 for potential criminal prosecution; and 

5 (2) if the Commission determines not to insti6 tute such an action or refer the matter to the Attor7 ney General, informs the persons who are the sub8 ject of the investigation that the investigation is 

9 closed. 

10 (b) RULE OF CONSTRUCTION.—Nothing in this sec11 tion shall be construed to affect the authority of the Com12 mission to re-open an investigation if the Commission ob13 tains new evidence after the investigation is closed, subject 

14 to any applicable statute of limitations. 

15 SEC. 818. ENFORCEMENT OMBUDSMAN. 

16 (a) IN GENERAL.—Section 4 of the Securities Ex17 change Act of 1934 (15 U.S.C. 78d), as amended by sec18 tion 803, is further amended by inserting after subsection 

19 (h) the following: 

20 ‘‘(i) ENFORCEMENT OMBUDSMAN.— 

21 ‘‘(1) ESTABLISHMENT.—The Commission shall 

22 have an Enforcement Ombudsman, who shall be ap23 pointed by and report directly to the Commission. 

24 ‘‘(2) DUTIES.—The Enforcement Ombudsman 

25 shall— 


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1 ‘‘(A) act as a liaison between the Commis2 sion and any person who is the subject of an in3 vestigation (including a preliminary or informal 

4 investigation) by the Commission or an admin5 istrative or judicial action brought by the Com6 mission in resolving problems that such persons 

7 may have with the Commission or the conduct 

8 of Commission staff; and 

9 ‘‘(B) establish safeguards to maintain the 

10 confidentiality of communications between the 

11 persons described in subparagraph (A) and the 

12 Enforcement Ombudsman. 

13 ‘‘(3) LIMITATION.—In carrying out the duties 

14 of the Enforcement Ombudsman under paragraph 

15 (2), the Enforcement Ombudsman shall utilize per16 sonnel of the Commission to the extent practicable. 

17 Nothing in this subsection shall be construed as re18 placing, altering, or diminishing the activities of any 

19 ombudsman or similar office of any other agency. 

20 ‘‘(4) REPORT.—The Enforcement Ombudsman 

21 shall submit to the Commission and to the Com22 mittee on Financial Services of the House of Rep23 resentatives and the Committee on Banking, Hous24 ing, and Urban Affairs of the Senate an annual re25 port that describes the activities and evaluates the 


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1 effectiveness of the Enforcement Ombudsman during 

2 the preceding year.’’. 

3 (b) DEADLINE FOR INITIAL APPOINTMENT.—The 

4 Securities and Exchange Commission shall appoint the ini5 tial Enforcement Ombudsman under subsection (i) of sec6 tion 4 of the Securities Exchange Act of 1934, as added 

7 by subsection (a), not later than 180 days after the date 

8 of the enactment of this Act. 

9 SEC. 819. ADEQUATE NOTICE. 

10 Section 21 of the Securities Exchange Act of 1934 

11 (15 U.S.C. 78u) is amended by adding at the end the fol12 lowing: 

13 ‘‘(j) ADEQUATE NOTICE REQUIRED BEFORE BRING14 ING AN ENFORCEMENT ACTION.— 

15 ‘‘(1) IN GENERAL.—No person shall be subject 

16 to an enforcement action by the Commission for an 

17 alleged violation of the securities laws or the rules 

18 and regulations issued thereunder if such person did 

19 not have adequate notice of such law, rule, or regu20 lation. 

21 ‘‘(2) PUBLISHING OF INTERPRETATION

22 DEEMED ADEQUATE NOTICE.—With respect to an 

23 enforcement action, adequate notice of a securities 

24 law or a rule or regulation issued thereunder shall 

25 be deemed to have been provided to a person if the 


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1 Commission approved a statement or guidance, in 

2 accordance with section 4I, with respect to the con3 duct that is the subject of the enforcement action, 

4 prior to the time that the person engaged in the con5 duct that is the subject of the enforcement action.’’. 

6 SEC. 820. ADVISORY COMMITTEE ON COMMISSION’S EN7 FORCEMENT POLICIES AND PRACTICES. 

8 (a) ESTABLISHMENT.—Not later than 6 months after 

9 the date of the enactment of this Act, the Chairman shall 

10 establish an advisory committee on the Commission’s en11 forcement policies and practices (in this section referred 

12 to as the ‘‘Committee’’). 

13 (b) DUTIES.— 

14 (1) ANALYSIS AND RECOMMENDATIONS.— 

15 (A) IN GENERAL.—The Committee shall 

16 conduct an analysis of the policies and practices 

17 of the Commission relating to the enforcement 

18 of the securities laws and make recommenda19 tions to the Commission regarding changes to 

20 such policies and practices. 

21 (B) SPECIFIC MATTERS INCLUDED.—In 

22 carrying out subparagraph (A), the Committee 

23 shall analyze and make recommendations to the 

24 Commission regarding matters including the 

25 following: 


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1 (i) How the Commission’s enforce2 ment objectives and strategies may be 

3 more effective. 

4 (ii) The Commission’s enforcement 

5 practices and procedures from the point of 

6 view of due process, the relationship of en7 forcement action to notice of legal require8 ments, the attribution of responsibility for 

9 violations, and the protection of reputation 

10 and rights of privacy. 

11 (iii) The Commission’s enforcement 

12 policies and practices in light of its statu13 tory responsibility to protect investors, 

14 maintain fair, orderly, and efficient mar15 kets, and facilitate capital formation. 

16 (iv) The appropriate blend of regula17 tion, publicity, and formal enforcement ac18 tion and on methods of furthering vol19 untary compliance. 

20 (v) Criteria for the selection and dis21 position of enforcement actions, the ade22 quacy of sanctions authorized by law, and 

23 the suitability and effectiveness of sanc24 tions imposed by the Commission pro25 ceedings. 


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1 (2) REPORT.—Not later than 1 year after the 

2 establishment of the Committee under subsection 

3 (a), the Committee shall submit to the Commission 

4 and the appropriate congressional committees a re5 port containing the results of the analysis and the 

6 recommendations required by paragraph (1)(A). 

7 (c) MEMBERSHIP.— 

8 (1) NUMBER AND APPOINTMENT.—The Com9 mittee shall be composed of not less than 3 and not 

10 greater than 7 members appointed by the Chairman. 

11 (2) CHAIRPERSON.—The Chairperson of the 

12 Committee shall be designated by the Chairman at 

13 the time of appointment of the members. 

14 (d) SUPPORT.—The Commission shall provide the 

15 Committee with the administrative, professional, and tech16 nical support required by the Committee to carry out its 

17 responsibilities under this section. 

18 (e) TERMINATION OF COMMITTEE.—The Committee 

19 established by subsection (a) shall terminate on the date 

20 that the report required by subsection (b)(2) is submitted. 

21 (f) CONSIDERATION AND ADOPTION OF REC22 OMMENDATIONS BY COMMISSION.—Not later than 180 

23 days after the Committee submits the report required by 

24 subsection (b)(2), the Commission shall— 


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1 (1) consider the analysis and recommendations 

2 included in such report; 

3 (2) adopt such recommendations, with any 

4 modifications, as the Commission considers appro5 priate; and 

6 (3) submit to the appropriate congressional 

7 committees a report that— 

8 (A) lists each recommendation included in 

9 such report that the Commission does not adopt 

10 or adopts with material modifications; and 

11 (B) for each recommendation listed under 

12 subparagraph (A), explains why the Commis13 sion does not consider it appropriate or does 

14 not have sufficient authority to adopt the rec15 ommendation or to adopt the recommendation 

16 without material modification. 

17 (g) DEFINITIONS.—In this section: 

18 (1) APPROPRIATE CONGRESSIONAL COMMIT19 TEES.—The term ‘‘appropriate congressional com20 mittees’’ means the Committee on Financial Services 

21 of the House of Representatives and the Committee 

22 on Banking, Housing, and Urban Affairs of the Sen23 ate. 

24 (2) CHAIRMAN.—The term ‘‘Chairman’’ means 

25 the Chairman of the Commission. 


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1 (3) COMMISSION.—The term ‘‘Commission’’ 

2 means the Securities and Exchange Commission. 

3 (4) SECURITIES LAWS.—The term ‘‘securities 

4 laws’’ has the meaning given such term in section 

5 3(a) of the Securities Exchange Act of 1934 (15 

6 U.S.C. 78c(a)). 

7 (h) APPLICATION OF THE FEDERAL ADVISORY COM8 MITTEE ACT.—The Committee is an advisory committee 

9 for purposes of the Federal Advisory Committee Act (5 

10 U.S.C. App.). 

11 SEC. 821. PROCESS TO PERMIT RECIPIENT OF WELLS NOTI12 FICATION TO APPEAR BEFORE COMMISSION 

13 STAFF IN-PERSON. 

14 (a) IN GENERAL.—Not later than 180 days after the 

15 date of the enactment of this Act, the Securities and Ex16 change Commission shall establish a process under which, 

17 in any instance in which the Commission staff provides 

18 a written Wells notification to an individual informing the 

19 individual that the Commission staff has made a prelimi20 nary determination to recommend that the Commission 

21 bring an administrative or judicial action against the indi22 vidual, the individual shall have the right to make an in23 person presentation before the Commission staff con24 cerning such recommendation and to be represented by 


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1 counsel at such presentation, at the individual’s own ex2 pense. 

3 (b) ATTENDANCE BY COMMISSIONERS.—Such proc4 ess shall provide that each Commissioner of the Commis5 sion, or a designee of the Commissioner, may attend any 

6 such presentation. 

7 (c) REPORT BY COMMISSION STAFF.—Such process 

8 shall provide that, before any Commission vote on whether 

9 to bring the administrative or judicial action against the 

10 individual, the Commission staff shall provide to each 

11 Commissioner a written report on any such presentation, 

12 including any factual or legal arguments made by the indi13 vidual and any supporting documents provided by the indi14 vidual. 

15 SEC. 822. PUBLICATION OF ENFORCEMENT MANUAL. 

16 (a) IN GENERAL.—Not later than 1 year after the 

17 date of the enactment of this Act, the Securities and Ex18 change Commission shall approve, by vote of the Commis19 sion, and publish an updated manual that sets forth the 

20 policies and practices that the Commission will follow in 

21 the enforcement of the securities laws (as defined in sec22 tion 3(a) of the Securities Exchange Act of 1934 (15 

23 U.S.C. 78c(a))). Such manual shall include policies and 

24 practices required by this Act, and by the amendments 

25 made by this Act, and shall be developed so as to ensure 


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1 transparency in such enforcement and uniform application 

2 of such laws by the Commission. 

3 (b) ENFORCEMENT PLAN AND REPORT.—Beginning 

4 on the date that is one year after the date of enactment 

5 of this Act, and each year thereafter, the Securities and 

6 Exchange Commission shall transmit to Congress and 

7 publish on its Internet website an annual enforcement 

8 plan and report that shall— 

9 (1) detail the priorities of the Commission with 

10 regard to enforcement and examination activities for 

11 the forthcoming year; 

12 (2) report on the Commission’s enforcement 

13 and examination activities for the previous year, in14 cluding an assessment of how such activities com15 ported with the priorities identified for that year 

16 pursuant to paragraph (1); 

17 (3) contain an analysis of litigated decisions 

18 found not in favor of the Commission over the pre19 ceding year; 

20 (4) contain a description of any emerging 

21 trends the Commission has focused on as part of its 

22 enforcement program, including whether and how 

23 the Commission has alerted or communicated with 

24 those who may be subject to the Commission’s regu25 lation of emerging trends; 


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1 (5) contain a description of legal theories or 

2 standards employed by the Commission in enforce3 ment over the preceding year that had not previously 

4 been employed, and a summary justifying each such 

5 theory or standard; and 

6 (6) provide an opportunity and mechanism for 

7 public comment. 

8 SEC. 823. PRIVATE PARTIES AUTHORIZED TO COMPEL THE 

9 SECURITIES AND EXCHANGE COMMISSION TO 

10 SEEK SANCTIONS BY FILING CIVIL ACTIONS. 

11 Title I of the Securities Exchange Act of 1934 (15 

12 U.S.C. 78a et seq.) is amended by adding at the end the 

13 following: 

14 ‘‘SEC. 41. PRIVATE PARTIES AUTHORIZED TO COMPEL THE 

15 COMMISSION TO SEEK SANCTIONS BY FILING 

16 CIVIL ACTIONS. 

17 ‘‘(a) TERMINATION OF ADMINISTRATIVE PRO18 CEEDING.—In the case of any person who is a party to 

19 a proceeding brought by the Commission under a securi20 ties law, to which section 554 of title 5, United States 

21 Code, applies, and against whom an order imposing a 

22 cease and desist order and a penalty may be issued at 

23 the conclusion of the proceeding, that person may, not 

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1 ceeding, and at that person’s discretion, require the Com2 mission to terminate the proceeding. 

3 ‘‘(b) CIVIL ACTION AUTHORIZED.—If a person re4 quires the Commission to terminate a proceeding pursuant 

5 to subsection (a), the Commission may bring a civil action 

6 against that person for the same remedy that might be 

7 imposed. 

8 ‘‘(c) STANDARD OF PROOF IN ADMINISTRATIVE PRO9 CEEDING.—Notwithstanding any other provision of law, in 

10 the case of a proceeding brought by the Commission under 

11 a securities law, to which section 554 of title 5, United 

12 States Code, applies, a legal or equitable remedy may be 

13 imposed on the person against whom the proceeding was 

14 brought only on a showing by the Commission of clear and 

15 convincing evidence that the person has violated the rel16 evant provision of law.’’. 

17 SEC. 824. CERTAIN FINDINGS REQUIRED TO APPROVE 

18 CIVIL MONEY PENALTIES AGAINST ISSUERS. 

19 The Securities Exchange Act of 1934 (15 U.S.C. 78a 

20 et seq.) is amended by inserting after section 4E the fol21 lowing: 

22 ‘‘SEC. 4F. CERTAIN FINDINGS REQUIRED TO APPROVE 

23 CIVIL MONEY PENALTIES AGAINST ISSUERS. 

24 ‘‘The Commission may not seek against or impose on 

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1 ties laws unless the publicly available text of the order ap2 proving the seeking or imposition of such penalty contains 

3 findings, supported by an analysis by the Division of Eco4 nomic and Risk Analysis and certified by the Chief Econo5 mist, of whether— 

6 ‘‘(1) the alleged violation resulted in direct eco7 nomic benefit to the issuer; and 

8 ‘‘(2) the penalty will harm the shareholders of 

9 the issuer.’’. 

10 SEC. 825. REPEAL OF AUTHORITY OF THE COMMISSION TO 

11 PROHIBIT PERSONS FROM SERVING AS OFFI12 CERS OR DIRECTORS. 

13 (a) UNDER SECURITIES ACT OF 1933.—Subsection 

14 (f) of section 8A of the Securities Act of 1933 (15 U.S.C. 

15 77h–1) is repealed. 

16 (b) UNDER SECURITIES EXCHANGE ACT OF 1934.— 

17 Subsection (f) of section 21C of the Securities Exchange 

18 Act of 1934 (15 U.S.C. 78u–3) is repealed. 

19 SEC. 826. SUBPOENA DURATION AND RENEWAL. 

20 Section 21(b) of the Securities Exchange Act of 1934 

21 (15 U.S.C. 78u(b)) is amended— 

22 (1) by inserting ‘‘SUBPOENA.—’’ after the enu23 merator; 

24 (2) by striking ‘‘For the purpose of’’ and insert25 ing the following: 


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1 ‘‘(1) IN GENERAL.—For the purpose of’’; and 

2 (3) by adding at the end the following: 

3 ‘‘(2) OMNIBUS ORDERS OF INVESTIGATION.— 

4 ‘‘(A) DURATION AND RENEWAL.—An om5 nibus order of investigation shall not be for an 

6 indefinite duration and may be renewed only by 

7 Commission action. 

8 ‘‘(B) DEFINITION.—In subparagraph (A), 

9 the term ‘omnibus order of investigation’ means 

10 an order of the Commission authorizing 1 or 

11 more members of the Commission or its staff to 

12 issue subpoenas under paragraph (1) to mul13 tiple persons in relation to a particular subject 

14 matter area.’’. 

15 SEC. 827. ELIMINATION OF AUTOMATIC DISQUALIFICA16 TIONS. 

17 The Securities Exchange Act of 1934 (15 U.S.C. 78a 

18 et seq.), as amended by this Act, is further amended by 

19 inserting after section 4F the following: 

20 ‘‘SEC. 4G. ELIMINATION OF AUTOMATIC DISQUALIFICA21 TIONS. 

22 ‘‘(a) IN GENERAL.—Notwithstanding any other pro23 vision of law, a non-natural person may not be disqualified 

24 or otherwise made ineligible to use an exemption or reg25 istration provision, engage in an activity, or qualify for 


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1 any similar treatment under a provision of the securities 

2 laws or the rules issued by the Commission under the se3 curities laws by reason of having, or a person described 

4 in subsection (b) having, been convicted of any felony or 

5 misdemeanor or made the subject of any judicial or admin6 istrative order, judgment, or decree arising out of a gov7 ernmental action (including an order, judgment, or decree 

8 agreed to in a settlement), or having, or a person de9 scribed in subsection (b) having, been suspended or ex10 pelled from membership in, or suspended or barred from 

11 association with a member of, a registered national securi12 ties exchange or a registered national or affiliated securi13 ties association for any act or omission to act constituting 

14 conduct inconsistent with just and equitable principles of 

15 trade, unless the Commission, by order, on the record 

16 after notice and an opportunity for hearing, makes a de17 termination that such non-natural person should be so dis18 qualified or otherwise made ineligible for purposes of such 

19 provision. 

20 ‘‘(b) PERSON DESCRIBED.—A person is described in 

21 this subsection if the person is— 

22 ‘‘(1) a natural person who is a director, officer, 

23 employee, partner, member, or shareholder of the 

24 non-natural person referred to in subsection (a) or 


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1 is otherwise associated or affiliated with such non2 natural person in any way; or 

3 ‘‘(2) a non-natural person who is associated or 

4 affiliated with the non-natural person referred to in 

5 subsection (a) in any way. 

6 ‘‘(c) RULE OF CONSTRUCTION.—Nothing in this sec7 tion shall be construed to limit any authority of the Com8 mission, by order, on the record after notice and an oppor9 tunity for hearing, to prohibit a person from using an ex10 emption or registration provision, engaging in an activity, 

11 or qualifying for any similar treatment under a provision 

12 of the securities laws, or the rules issued by the Commis13 sion under the securities laws, by reason of a circumstance 

14 referred to in subsection (a) or any similar circumstance.’’. 

15 SEC. 828. DENIAL OF AWARD TO CULPABLE WHISTLE16 BLOWERS. 

17 Section 21F(c) of the Securities Exchange Act of 

18 1934 (15 U.S.C. 78u–6(c)) is amended— 

19 (1) in paragraph (2)— 

20 (A) in subparagraph (C), by striking ‘‘or’’ 

21 at the end; 

22 (B) in subparagraph (D), by striking the 

23 period and inserting ‘‘; or’’; and 

24 (C) by adding at the end the following: 


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1 ‘‘(E) to any whistleblower who is respon2 sible for, or complicit in, the violation of the se3 curities laws for which the whistleblower pro4 vided information to the Commission.’’; and 

5 (2) by adding at the end the following: 

6 ‘‘(3) DEFINITION.—For purposes of paragraph 

7 (2)(E), a person is responsible for, or complicit in, 

8 a violation of the securities laws if, with the intent 

9 to promote or assist the violation, the person— 

10 ‘‘(A) procures, induces, or causes another 

11 person to commit the offense; 

12 ‘‘(B) aids or abets another person in com13 mitting the offense; or 

14 ‘‘(C) having a duty to prevent the viola15 tion, fails to make an effort the person is re16 quired to make.’’. 

17 SEC. 829. CLARIFICATION OF AUTHORITY TO IMPOSE SANC18 TIONS ON PERSONS ASSOCIATED WITH A 

19 BROKER OR DEALER. 

20 Section 15(b)(6)(A)(i) of the Securities Exchange Act 

21 of 1934 (15 U.S.C. 78o(b)(6)(A)(i)) is amended by strik22 ing ‘‘enumerated’’ and all that follows and inserting ‘‘enu23 merated in subparagraph (A), (D), (E), (G), or (H) of 

24 paragraph (4) of this subsection;’’. 


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1 SEC. 830. COMPLAINT AND BURDEN OF PROOF REQUIRE2 MENTS FOR CERTAIN ACTIONS FOR BREACH 

3 OF FIDUCIARY DUTY. 

4 Section 36(b) of the Investment Company Act of 

5 1940 (15 U.S.C. 80a–35(b)) is amended by adding at the 

6 end the following: 

7 ‘‘(7) In any such action brought by a security 

8 holder of a registered investment company on behalf 

9 of such company— 

10 ‘‘(A) the complaint shall state with par11 ticularity all facts establishing a breach of fidu12 ciary duty, and, if an allegation of any such 

13 facts is based on information and belief, the 

14 complaint shall state with particularity all facts 

15 on which that belief is formed; and 

16 ‘‘(B) such security holder shall have the 

17 burden of proving a breach of fiduciary duty by 

18 clear and convincing evidence.’’. 

19 SEC. 831. CONGRESSIONAL ACCESS TO INFORMATION 

20 HELD BY THE PUBLIC COMPANY ACCOUNT21 ING OVERSIGHT BOARD. 

22 Section 105(b)(5) of the Sarbanes-Oxley Act of 2002 

23 (15 U.S.C. 7215(b)(5)) is amended— 

24 (1) in subparagraph (A), by striking ‘‘subpara25 graphs (B) and (C)’’ and inserting ‘‘subparagraphs 

26 (B), (C), and (D)’’; and 


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1 (2) by adding at the end the following: 

2 ‘‘(D) AVAILABILITY TO THE CONGRES3 SIONAL COMMITTEES.—The Board shall make 

4 available to the Committees specified under sec5 tion 101(h)— 

6 ‘‘(i) such information as the Commit7 tees shall request; and 

8 ‘‘(ii) with respect to any confidential 

9 or privileged information provided in re10 sponse to a request under clause (i), in11 cluding any information subject to section 

12 104(g) and subparagraph (A), or any con13 fidential or privileged information provided 

14 orally in response to such a request, such 

15 information shall maintain the protections 

16 provided in subparagraph (A), and shall 

17 retain its confidential and privileged status 

18 in the hands of the Board and the Com19 mittees.’’. 

20 SEC. 832. ABOLISHING INVESTOR ADVISORY GROUP. 

21 The Public Company Accounting Oversight Board 

22 shall abolish the Investor Advisory Group. 


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1 SEC. 833. REPEAL OF REQUIREMENT FOR PUBLIC COM2 PANY ACCOUNTING OVERSIGHT BOARD TO 

3 USE CERTAIN FUNDS FOR MERIT SCHOLAR4 SHIP PROGRAM. 

5 (a) IN GENERAL.—Section 109(c) of the Sarbanes6 Oxley Act of 2002 (15 U.S.C. 7219(c)) is amended by 

7 striking paragraph (2). 

8 (b) CONFORMING AMENDMENTS.—Section 109 of the 

9 Sarbanes-Oxley Act of 2002 (15 U.S.C. 7219) is amend10 ed— 

11 (1) in subsection (c), by striking ‘‘USES OF

12 FUNDS’’ and all that follows through ‘‘The budget’’ 

13 and inserting ‘‘USES OF FUNDS.—The budget’’; and 

14 (2) in subsection (f), by striking ‘‘subsection 

15 (c)(1)’’ and inserting ‘‘subsection (c)’’. 

16 SEC. 834. REALLOCATION OF FINES FOR VIOLATIONS OF 

17 RULES OF MUNICIPAL SECURITIES RULE18 MAKING BOARD. 

19 (a) IN GENERAL.—Section 15B(c)(9) of the Securi20 ties Exchange Act of 1934 (15 U.S.C. 78o–4(c)(9)) is 

21 amended to read as follows: 

22 ‘‘(9) Fines collected for violations of the rules of the 

23 Board shall be deposited and credited as general revenue 

24 of the Treasury, except as otherwise provided in section 

25 308 of the Sarbanes-Oxley Act of 2002 or section 21F 

26 of this title.’’. 


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1 (b) EFFECTIVE DATE.—The amendment made by 

2 subsection (a) shall apply to fines collected after the date 

3 of enactment of this Act. 

4 Subtitle B—Eliminating Excessive 

5 Government Intrusion in the 

6 Capital Markets 

7 SEC. 841. REPEAL OF DEPARTMENT OF LABOR FIDUCIARY 

8 RULE AND REQUIREMENTS PRIOR TO RULE9 MAKING RELATING TO STANDARDS OF CON10 DUCT FOR BROKERS AND DEALERS. 

11 (a) REPEAL OF DEPARTMENT OF LABOR FIDUCIARY

12 RULE.—The final rule of the Department of Labor titled 

13 ‘‘Definition of the Term ‘Fiduciary’; Conflict of Interest 

14 Rule—Retirement Investment Advice’’ and related prohib15 ited transaction exemptions published April 8, 2016 (81 

16 Fed. Reg. 20946) shall have no force or effect. 

17 (b) STAY ON RULES DEFINING CERTAIN FIDU18 CIARIES.—After the date of enactment of this Act, the 

19 Secretary of Labor shall not prescribe any regulation 

20 under the Employee Retirement Income Security Act of 

21 1974 (29 U.S.C. 1001 et seq.) defining the circumstances 

22 under which an individual is considered a fiduciary until 

23 the date that is 60 days after the Securities and Exchange 

24 Commission issues a final rule relating to standards of 

25 conduct for brokers and dealers pursuant to the second 


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1 subsection (k) of section 15 of the Securities Exchange 

2 Act of 1934 (15 U.S.C. 78o(k)). 

3 (c) REQUIREMENTS PRIOR TO RULEMAKING RELAT4 ING TO STANDARDS OF CONDUCT FOR BROKERS AND

5 DEALERS.—The second subsection (k) of section 15 of the 

6 Securities Exchange Act of 1934 (15 U.S.C. 78o(k)), as 

7 added by section 913(g)(1) of the Dodd-Frank Wall Street 

8 Reform and Consumer Protection Act (12 U.S.C. 5301 

9 et seq.), is amended by adding at the end the following: 

10 ‘‘(3) REQUIREMENTS PRIOR TO RULEMAKING.— 

11 The Commission shall not promulgate a rule pursu12 ant to paragraph (1) before providing a report to the 

13 Committee on Financial Services of the House of 

14 Representatives and the Committee on Banking, 

15 Housing, and Urban Affairs of the Senate and mak16 ing such report available on the Commission’s 

17 website describing whether— 

18 ‘‘(A) retail investors (and such other cus19 tomers as the Commission may provide) are 

20 being harmed due to brokers or dealers oper21 ating under different standards of conduct than 

22 those that apply to investment advisors under 

23 section 211 of the Investment Advisers Act of 

24 1940 (15 U.S.C. 80b–11); 


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1 ‘‘(B) alternative remedies will reduce any 

2 confusion or harm to retail investors due to 

3 brokers or dealers operating under different 

4 standards of conduct than those standards that 

5 apply to investment advisors under section 211 

6 of the Investment Advisers Act of 1940 (15 

7 U.S.C. 80b–11), including— 

8 ‘‘(i) simplifying the titles used by bro9 kers, dealers, and investment advisers; and 

10 ‘‘(ii) enhancing disclosure surrounding 

11 the different standards of conduct cur12 rently applicable to brokers, dealers, and 

13 investment advisers; 

14 ‘‘(C) the adoption of a uniform fiduciary 

15 standard of conduct for brokers, dealers, and 

16 investment advisors would adversely impact the 

17 commissions of brokers and dealers, the avail18 ability of proprietary products offered by bro19 kers and dealers, and the ability of brokers and 

20 dealers to engage in principal transactions with 

21 customers; and 

22 ‘‘(D) the adoption of a uniform fiduciary 

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1 fective investment advice, recommendations 

2 about securities, or the availability of such ad3 vice and recommendations. 

4 ‘‘(4) ECONOMIC ANALYSIS.—The Commission’s 

5 conclusions contained in the report described in 

6 paragraph (3) shall be supported by economic anal7 ysis. 

8 ‘‘(5) REQUIREMENTS FOR PROMULGATING A

9 RULE.—The Commission shall publish in the Fed10 eral Register alongside the rule promulgated pursu11 ant to paragraph (1) formal findings that such rule 

12 would reduce confusion or harm to retail customers 

13 (and such other customers as the Commission may 

14 by rule provide) due to different standards of con15 duct applicable to brokers, dealers, and investment 

16 advisors. 

17 ‘‘(6) REQUIREMENTS UNDER INVESTMENT AD18 VISERS ACT OF 1940.—In proposing rules under 

19 paragraph (1) for brokers or dealers, the Commis20 sion shall consider the differences in the registration, 

21 supervision, and examination requirements applica22 ble to brokers, dealers, and investment advisors.’’. 


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1 SEC. 842. EXEMPTION FROM RISK RETENTION REQUIRE2 MENTS FOR NONRESIDENTIAL MORTGAGE. 

3 (a) IN GENERAL.—Section 15G of the Securities Ex4 change Act of 1934 (15 U.S.C. 78o–11) is amended— 

5 (1) in subsection (a)— 

6 (A) in paragraph (3)(B), by striking ‘‘and’’ 

7 at the end; 

8 (B) in paragraph (4)(B), by striking the 

9 period and inserting ‘‘; and’’; and 

10 (C) by adding at the end the following: 

11 ‘‘(5) the term ‘asset-backed security’ refers only 

12 to an asset-backed security that is comprised wholly 

13 of residential mortgages.’’; 

14 (2) in subsection (b)— 

15 (A) by striking paragraph (1); and 

16 (B) by striking ‘‘(2) RESIDENTIAL MORT17 GAGES.—’’; 

18 (3) by striking subsection (h) and redesignating 

19 subsection (i) as subsection (h); and 

20 (4) in subsection (h) (as so redesignated)— 

21 (A) by striking ‘‘effective—’’ and all that 

22 follows through ‘‘(1) with respect to’’ and in23 serting ‘‘effective with respect to’’; 

24 (B) in paragraph (1), by striking ‘‘; and’’ 

25 and inserting a period; and 

26 (C) by striking paragraph (2). 


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1 (b) CONFORMING AMENDMENT.—Section 941 of the 

2 Dodd-Frank Wall Street Reform and Consumer Protec3 tion Act is amended by striking subsection (c). 

4 SEC. 843. FREQUENCY OF SHAREHOLDER APPROVAL OF 

5 EXECUTIVE COMPENSATION. 

6 Section 14A(a) of the Securities Exchange Act of 

7 1934 (15 U.S.C. 78n–1(a)) is amended— 

8 (1) in paragraph (1), by striking ‘‘Not less fre9 quently than once every 3 years’’ and inserting 

10 ‘‘Each year in which there has been a material 

11 change to the compensation of executives of an 

12 issuer from the previous year’’; and 

13 (2) by striking paragraph (2) and redesignating 

14 paragraph (3) as paragraph (2). 

15 SEC. 844. SHAREHOLDER PROPOSALS. 

16 (a) RESUBMISSION THRESHOLDS.—The Securities 

17 and Exchange Commission shall revise section 240.14a– 

18 8(i)(12) of title 17, Code of Federal Regulations to— 

19 (1) in paragraph (i), adjust the 3 percent 

20 threshold to 6 percent; 

21 (2) in paragraph (ii), adjust the 6 percent 

22 threshold to 15 percent; and 

23 (3) in paragraph (iii), adjust the 10 percent 

24 threshold to 30 percent. 


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1 (b) HOLDING REQUIREMENT.—The Securities and 

2 Exchange Commission shall revise the holding require3 ment for a shareholder to be eligible to submit a share4 holder proposal to an issuer in section 240.14a–8(b)(1) 

5 of title 17, Code of Federal Regulations, to— 

6 (1) eliminate the option to satisfy the holding 

7 requirement by holding a certain dollar amount; 

8 (2) require the shareholder to hold 1 percent of 

9 the issuer’s securities entitled to be voted on the 

10 proposal, or such greater percentage as determined 

11 by the Commission; and 

12 (3) adjust the 1 year holding period to 3 years. 

13 (c) SHAREHOLDER PROPOSALS ISSUED BY PROX14 IES.—Section 14 of the Securities Exchange Act of 1934 

15 (15 U.S.C. 78n) is amended by adding at the end the fol16 lowing: 

17 ‘‘(j) SHAREHOLDER PROPOSALS BY PROXIES NOT

18 PERMITTED.—An issuer may not include in its proxy ma19 terials a shareholder proposal submitted by a person in 

20 such person’s capacity as a proxy, representative, agent, 

21 or person otherwise acting on behalf of a shareholder.’’. 

22 SEC. 845. PROHIBITION ON REQUIRING A SINGLE BALLOT. 

23 Section 14 of the Securities Exchange Act of 1934 

24 (15 U.S.C. 78n) is amended by adding at the end the fol25 lowing: 


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1 ‘‘(k) PROHIBITION ON REQUIRING A SINGLE BAL2 LOT.—The Commission may not require that a solicitation 

3 of a proxy, consent, or authorization to vote a security 

4 of an issuer in an election of members of the board of 

5 directors of the issuer be made using a single ballot or 

6 card that lists both individuals nominated by (or on behalf 

7 of) the issuer and individuals nominated by (or on behalf 

8 of) other proponents and permits the person granting the 

9 proxy, consent, or authorization to select from among indi10 viduals in both groups.’’. 

11 SEC. 846. REQUIREMENT FOR MUNICIPAL ADVISOR FOR 

12 ISSUERS OF MUNICIPAL SECURITIES. 

13 Section 15B(d) of the Securities Exchange Act of 

14 1934 (15 U.S.C. 78o–4(d)) is amended by adding at the 

15 end the following: 

16 ‘‘(3) An issuer of municipal securities shall not be 

17 required to retain a municipal advisor prior to issuing any 

18 such securities.’’. 

19 SEC. 847. SMALL ISSUER EXEMPTION FROM INTERNAL 

20 CONTROL EVALUATION. 

21 Section 404(c) of the Sarbanes-Oxley Act of 2002 (15 

22 U.S.C. 7262(c)) is amended to read as follows: 

23 ‘‘(c) EXEMPTION FOR SMALLER ISSUERS.—Sub24 section (b) shall not apply with respect to any audit report 

25 prepared for an issuer that has total market capitalization 


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1 of less than $500,000,000, nor to any issuer that is a de2 pository institution with assets of less than 

3 $1,000,000,000.’’. 

4 SEC. 848. STREAMLINING OF APPLICATIONS FOR AN EX5 EMPTION FROM THE INVESTMENT COMPANY 

6 ACT OF 1940. 

7 Section 6(c) of the Investment Company Act of 1940 

8 (15 U.S.C. 80a–6(c)) is amended— 

9 (1) by striking ‘‘(c) The Commission’’ and in10 serting the following: 

11 ‘‘(c) GENERAL EXEMPTIVE AUTHORITY.— 

12 ‘‘(1) IN GENERAL.—The Commission’’; and 

13 (2) by adding at the end the following: 

14 ‘‘(2) APPLICATION PROCESS.— 

15 ‘‘(A) IN GENERAL.—A person who wishes 

16 to receive an exemption from the Commission 

17 pursuant to paragraph (1) shall file an applica18 tion with the Commission in such form and 

19 manner and containing such information as the 

20 Commission may require. 

21 ‘‘(B) PUBLICATION; REJECTION OF IN22 VALID APPLICATIONS.— 

23 ‘‘(i) IN GENERAL.—Not later than the 

24 end of the 5-day period beginning on the 

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1 plication under subparagraph (A), the 

2 Commission shall either— 

3 ‘‘(I) publish the application, in4 cluding by publication on the website 

5 of the Commission; or 

6 ‘‘(II) if the Commission deter7 mines that the application does not 

8 comply with the proper form, manner, 

9 or information requirements described 

10 under subparagraph (A), reject such 

11 application and notify the applicant of 

12 the specific reasons the application 

13 was rejected. 

14 ‘‘(ii) FAILURE TO PUBLISH APPLICA15 TION.—If the Commission does not reject 

16 an application under clause (i)(II), but 

17 fails to publish the application by the end 

18 of the time period specified under clause 

19 (i), such application shall be deemed to 

20 have been published on the date that is the 

21 end of such time period. 

22 ‘‘(3) DETERMINATION BY COMMISSION.— 

23 ‘‘(A) IN GENERAL.—Not later than 45 

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1 lishes an application pursuant to paragraph 

2 (2)(B), the Commission shall, by order— 

3 ‘‘(i) approve the application; 

4 ‘‘(ii) if the Commission determines 

5 that the application would have been ap6 proved had the applicant provided addi7 tional supporting documentation or made 

8 certain amendments to the application— 

9 ‘‘(I) provide the applicant with 

10 the specific additional supporting doc11 umentation or amendments that the 

12 Commission believes are necessary for 

13 the applicant to provide in order for 

14 the application to be approved; and 

15 ‘‘(II) request that the applicant 

16 withdraw the application and re-sub17 mit the application with such addi18 tional supporting documentation and 

19 amendments; or 

20 ‘‘(iii) deny the application. 

21 ‘‘(B) EXTENSION OF TIME PERIOD.—The 

22 Commission may extend the time period de23 scribed under subparagraph (A) by not more 

24 than an additional 45 days, if— 


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1 ‘‘(i) the Commission determines that a 

2 longer period is appropriate and publishes 

3 the reasons for such determination; or 

4 ‘‘(ii) the applicant consents to the 

5 longer period. 

6 ‘‘(C) TIME PERIOD FOR WITHDRAWAL.—If 

7 the Commission makes a request under sub8 paragraph (A)(ii) for an applicant to withdraw 

9 an application, such application shall be deemed 

10 to be denied if the applicant informs the Com11 mission that the applicant will not withdraw the 

12 application or if the applicant does not with13 draw the application before the end of the 30- 

14 day period beginning on the date the Commis15 sion makes such request. 

16 ‘‘(4) PROCEEDINGS; NOTICE AND HEARING.—If 

17 an application is denied pursuant to paragraph (3), 

18 the Commission shall provide the applicant with— 

19 ‘‘(A) a written explanation for why the ap20 plication was not approved; and 

21 ‘‘(B) an opportunity for hearing, if re22 quested by the applicant not later than 20 days 

23 after the date of such denial, with such hearing 

24 to be commenced not later than 30 days after 

25 the date of such denial. 


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1 ‘‘(5) RESULT OF FAILURE TO INSTITUTE OR

2 COMMENCE PROCEEDINGS.—An application shall be 

3 deemed to have been approved by the Commission, 

4 if— 

5 ‘‘(A) the Commission fails to either ap6 prove, request the withdrawal of, or deny the 

7 application, as required under paragraph 

8 (3)(A), within the time period required under 

9 paragraph (3)(A), as such time period may 

10 have been extended pursuant to paragraph 

11 (3)(B); or 

12 ‘‘(B) the applicant requests an opportunity 

13 for hearing, pursuant to paragraph (4)(B), but 

14 the Commission does not commence such hear15 ing within the time period required under para16 graph (4)(B). 

17 ‘‘(6) RULEMAKING.—Not later than 180 days 

18 after the date of enactment of this paragraph, the 

19 Commission shall issue rules to carry out this sub20 section.’’. 

21 SEC. 849. RESTRICTION ON RECOVERY OF ERRONEOUSLY 

22 AWARDED COMPENSATION. 

23 Section 10D(b)(2) of the Securities Exchange Act of 

24 1934 (15 U.S.C. 78j–4(b)(2)) is amended by inserting be25 fore the period the following: ‘‘, where such executive offiVerDate Sep 11 2014 22:41 Jun 13, 2017 Jkt 069200 PO 00000 Frm 00477 Fmt 6652 Sfmt 6201 E:\BILLS\H10.RFS H10

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1 cer had control or authority over the financial reporting 

2 that resulted in the accounting restatement’’. 

3 SEC. 850. EXEMPTIVE AUTHORITY FOR CERTAIN PROVI4 SIONS RELATING TO REGISTRATION OF NA5 TIONALLY RECOGNIZED STATISTICAL RAT6 ING ORGANIZATIONS. 

7 Section 15E of the Securities Exchange Act of 1934 

8 (15 U.S.C. 78o–7) is amended by adding at the end the 

9 following: 

10 ‘‘(w) COMMISSION EXEMPTIVE AUTHORITY.—The 

11 Commission, by rules and regulations upon its own mo12 tion, or by order upon application, may conditionally or 

13 unconditionally exempt any person from any provision or 

14 provisions of this title or of any rule or regulation there15 under, if and to the extent it determines that such rule, 

16 regulation, or requirement is creating a barrier to entry 

17 into the market for nationally recognized statistical rating 

18 organizations or impeding competition among such organi19 zations, or that such an exemption is necessary or appro20 priate in the public interest and is consistent with the pro21 tection of investors.’’. 


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1 SEC. 851. RISK-BASED EXAMINATIONS OF NATIONALLY 

2 RECOGNIZED STATISTICAL RATING ORGANI3 ZATIONS. 

4 Section 15E(p)(3) of the Securities Exchange Act of 

5 1934 (15 U.S.C. 78o–7(p)(3)) is amended— 

6 (1) in subparagraph (A)— 

7 (A) in the heading, by striking ‘‘ANNUAL’’ 

8 and inserting ‘‘RISK-BASED’’; 

9 (B) by striking ‘‘an examination’’ and in10 serting ‘‘examinations’’; and 

11 (C) by striking ‘‘at least annually’’; and 

12 (2) in subparagraph (B), in the matter pre13 ceding clause (i), by inserting ‘‘, as appropriate,’’ 

14 after ‘‘Each examination under subparagraph (A) 

15 shall include’’. 

16 SEC. 852. TRANSPARENCY OF CREDIT RATING METH17 ODOLOGIES. 

18 Section 15E(s) of the Securities Exchange Act of 

19 1934 (15 U.S.C. 78o–7(s)) is amended— 

20 (1) in paragraph (2)(B), by inserting before the 

21 semicolon the following: ‘‘rated by the nationally rec22 ognized statistical rating agency’’; and 

23 (2) in paragraph (3)— 

24 (A) in subparagraph (A)(ix), by inserting 

25 before the period the following: ‘‘, except that 

26 the Commission may not require the inclusion 


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1 of references to statutory or regulatory require2 ments or statutory provision headings or enu3 merators for any specific disclosure’’; 

4 (B) in subparagraph (B)(iv), by inserting 

5 before the period the following: ‘‘, except that 

6 the Commission may not require the inclusion 

7 of references to statutory or regulatory require8 ments or statutory provision headings or enu9 merators for any specific disclosure’’; and 

10 (C) by adding at the end the following: 

11 ‘‘(C) NO MANDATE ON THE ORGANIZATION

12 OF DISCLOSURES.—The Commission may not 

13 mandate the specific organization of the disclo14 sures required under this paragraph.’’. 

15 SEC. 853. REPEAL OF CERTAIN ATTESTATION REQUIRE16 MENTS RELATING TO CREDIT RATINGS. 

17 Section 15E of the Securities Exchange Act of 1934 

18 (15 U.S.C. 78o–7) is amended— 

19 (1) in subsection (c)(3)(B)— 

20 (A) in clause (i), by adding ‘‘and’’ at the 

21 end; 

22 (B) in clause (ii), by striking ‘‘; and’’ and 

23 inserting a period; and 

24 (C) by striking clause (iii); and 

25 (2) in subsection (q)(2)— 


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1 (A) in subparagraph (D), by adding ‘‘and’’ 

2 at the end; 

3 (B) in subparagraph (E), by striking ‘‘; 

4 and’’ and inserting a period; and 

5 (C) by striking subparagraph (F). 

6 SEC. 854. LOOK-BACK REVIEW BY NRSRO. 

7 Section 15E(h)(4)(A) of the Securities Exchange Act 

8 of 1934 (15 U.S.C. 78o–7(h)(4)(A)) is amended— 

9 (1) by striking ‘‘Each nationally’’ and inserting 

10 the following: 

11 ‘‘(i) IN GENERAL.—Each nationally’’; 

12 (2) by striking ‘‘underwriter’’ and inserting 

13 ‘‘lead underwriter’’; 

14 (3) by striking ‘‘in any capacity’’; 

15 (4) by striking ‘‘during the 1-year period pre16 ceding the date an action was taken with respect to 

17 the credit rating’’; 

18 (5) by redesignating clauses (i) and (ii) as sub19 clauses (I) and (II), respectively, and adjusting the 

20 margin of such subclauses accordingly; 

21 (6) in subclause (I), as so redesignated, by in22 serting before the semicolon the following: ‘‘during 

23 the 1-year period preceding the departure of the em24 ployee from the nationally recognized statistical rat25 ing organization’’; and 


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1 (7) by adding at the end the following: 

2 ‘‘(ii) MAINTENANCE OF RATINGS AC3 TIONS.—In the case of maintenance of rat4 ings actions, the requirement under clause 

5 (i) shall only apply to employees of a per6 son subject to a credit rating of the nation7 ally recognized statistical rating organiza8 tion or an issuer of a security or money 

9 market instrument subject to a credit rat10 ing of the nationally recognized statistical 

11 rating organization.’’. 

12 SEC. 855. APPROVAL OF CREDIT RATING PROCEDURES AND 

13 METHODOLOGIES. 

14 Section 15E(r)(1)(A) of the Securities Exchange Act 

15 of 1934 (15 U.S.C. 78o–7(r)(1)(A)) is amended by insert16 ing ‘‘, or the Chief Credit Officer’’ after ‘‘performing a 

17 function similar to that of a board’’. 

18 SEC. 856. EXCEPTION FOR PROVIDING CERTAIN MATERIAL 

19 INFORMATION RELATING TO A CREDIT RAT20 ING. 

21 Section 15E(h)(3) of the Securities Exchange Act of 

22 1934 (15 U.S.C. 78o–7(h)(3)) is amended by adding at 

23 the end the following: 

24 ‘‘(C) EXCEPTION FOR PROVIDING CERTAIN

25 MATERIAL INFORMATION.—Rules issued under 


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1 this paragraph may not prohibit a person who 

2 participates in sales or marketing of a product 

3 or service of a nationally recognized statistical 

4 rating organization from providing material in5 formation, or information believed in good faith 

6 to be material, to the issuance or maintenance 

7 of a credit rating to a person who participates 

8 in determining or monitoring the credit rating, 

9 or developing or approving procedures or meth10 odologies used for determining the credit rating, 

11 so long as the information provided is not in12 tended to influence the determination of a cred13 it rating, or the procedures or methodologies 

14 used to determine credit ratings.’’. 

15 SEC. 857. REPEALS. 

16 (a) REPEALS.—The following provisions of title IX 

17 of the Dodd-Frank Wall Street Reform and Consumer 

18 Protection Act are repealed, and the provisions of law 

19 amended or repealed by such sections are restored or re20 vived as if such sections had not been enacted: 

21 (1) Section 912. 

22 (2) Section 914. 

23 (3) Section 917. 

24 (4) Section 918. 

25 (5) Section 919A. 


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1 (6) Section 919B. 

2 (7) Section 919C. 

3 (8) Section 921. 

4 (9) Section 929T. 

5 (10) Section 929X. 

6 (11) Section 929Y. 

7 (12) Section 929Z. 

8 (13) Section 931. 

9 (14) Section 933. 

10 (15) Section 937. 

11 (16) Section 939B. 

12 (17) Section 939C. 

13 (18) Section 939D. 

14 (19) Section 939E. 

15 (20) Section 939F. 

16 (21) Section 939G. 

17 (22) Section 939H. 

18 (23) Section 946. 

19 (24) Subsection (b) of section 953. 

20 (25) Section 955. 

21 (26) Section 956. 

22 (27) Section 964. 

23 (28) Section 965. 

24 (29) Section 968. 

25 (30) Section 971. 


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1 (31) Section 972. 

2 (32) Section 976. 

3 (33) Section 977. 

4 (34) Section 978. 

5 (35) Section 984. 

6 (36) Section 989. 

7 (37) Section 989A. 

8 (38) Section 989F. 

9 (39) Subsection (b) of section 989G. 

10 (40) Section 989I. 

11 (b) CONFORMING AMENDMENTS.—The Dodd-Frank 

12 Wall Street Reform and Consumer Protection Act (12 

13 U.S.C. 5301) is amended— 

14 (1) in the table of contents in section 1(b), by 

15 striking the items relating to the sections described 

16 under paragraphs (1) through (23), (25) through 

17 (38), and (40) of subsection (a); 

18 (2) in section 953, by striking ‘‘(a) DISCLO19 SURE OF PAY VERSUS PERFORMANCE.—’’; and 

20 (3) in section 989G, by striking ‘‘(a) EXEMP21 TION.—’’. 


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1 SEC. 858. EXEMPTION OF AND REPORTING BY PRIVATE EQ2 UITY FUND ADVISERS. 

3 Section 203 of the Investment Advisers Act of 1940 

4 (15 U.S.C. 80b–3) is amended by adding at the end the 

5 following: 

6 ‘‘(o) EXEMPTION OF AND REPORTING BY PRIVATE

7 EQUITY FUND ADVISERS.— 

8 ‘‘(1) IN GENERAL.—Except as provided in this 

9 subsection, no investment adviser shall be subject to 

10 the registration or reporting requirements of this 

11 title with respect to the provision of investment ad12 vice relating to a private equity fund. 

13 ‘‘(2) MAINTENANCE OF RECORDS AND ACCESS

14 BY COMMISSION.—Not later than 6 months after the 

15 date of enactment of this subsection, the Commis16 sion shall issue final rules— 

17 ‘‘(A) to require investment advisers de18 scribed in paragraph (1) to maintain such 

19 records and provide to the Commission such an20 nual or other reports as the Commission, taking 

21 into account fund size, governance, investment 

22 strategy, risk, and other factors, determines 

23 necessary and appropriate in the public interest 

24 and for the protection of investors; and 

25 ‘‘(B) to define the term ‘private equity 

26 fund’ for purposes of this subsection.’’. 


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1 SEC. 859. RECORDS AND REPORTS OF PRIVATE FUNDS. 

2 The Investment Advisers Act of 1940 (15 U.S.C. 

3 80b–1 et seq.) is amended— 

4 (1) in section 204(b)— 

5 (A) in paragraph (1)— 

6 (i) in subparagraph (A), by striking 

7 ‘‘investors,’’ and all that follows and in8 serting ‘‘investors.’’; 

9 (ii) by striking subparagraph (B); and 

10 (iii) by striking ‘‘this title—’’ and all 

11 that follows through ‘‘to maintain’’ and in12 serting ‘‘this title to maintain’’; 

13 (B) in paragraph (3)(H)— 

14 (i) by striking ‘‘, in consultation with 

15 the Council,’’; and 

16 (ii) by striking ‘‘or for the assessment 

17 of systemic risk’’; 

18 (C) in paragraph (4), by striking ‘‘, or for 

19 the assessment of systemic risk’’; 

20 (D) in paragraph (5), by striking ‘‘or for 

21 the assessment of systemic risk’’; 

22 (E) in paragraph (6)(A)(ii), by striking ‘‘, 

23 or for the assessment of systemic risk’’; 

24 (F) by striking paragraph (7) and redesig25 nating paragraphs (8) through (11) as para26 graphs (7) through (10), respectively; and 


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1 (G) in paragraph (8) (as so redesignated), 

2 by striking ‘‘paragraph (8)’’ and inserting 

3 ‘‘paragraph (7)’’; and 

4 (2) in section 211(e)— 

5 (A) by striking ‘‘after consultation with the 

6 Council but’’; and 

7 (B) by striking ‘‘subsection 204(b)’’ and 

8 inserting ‘‘section 204(b)’’. 

9 SEC. 860. DEFINITION OF ACCREDITED INVESTOR. 

10 (a) IN GENERAL.—Section 2(a)(15) of the Securities 

11 Act of 1933 (15 U.S.C. 77b(a)(15)) is amended— 

12 (1) by redesignating clauses (i) and (ii) as sub13 paragraphs (A) and (G), respectively; and 

14 (2) in subparagraph (A) (as so redesignated), 

15 by striking ‘‘; or’’ at the end and inserting a semi16 colon, and inserting after such subparagraph the fol17 lowing: 

18 ‘‘(B) any natural person whose individual 

19 net worth, or joint net worth with that person’s 

20 spouse, exceeds $1,000,000 (which amount, 

21 along with the amounts set forth in subpara22 graph (C), shall be adjusted for inflation by the 

23 Commission every 5 years to the nearest 

24 $10,000 to reflect the change in the Consumer 

25 Price Index for All Urban Consumers published 


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1 by the Bureau of Labor Statistics) where, for 

2 purposes of calculating net worth under this 

3 subparagraph— 

4 ‘‘(i) the person’s primary residence 

5 shall not be included as an asset; 

6 ‘‘(ii) indebtedness that is secured by 

7 the person’s primary residence, up to the 

8 estimated fair market value of the primary 

9 residence at the time of the sale of securi10 ties, shall not be included as a liability (ex11 cept that if the amount of such indebted12 ness outstanding at the time of sale of se13 curities exceeds the amount outstanding 60 

14 days before such time, other than as a re15 sult of the acquisition of the primary resi16 dence, the amount of such excess shall be 

17 included as a liability); and 

18 ‘‘(iii) indebtedness that is secured by 

19 the person’s primary residence in excess of 

20 the estimated fair market value of the pri21 mary residence at the time of the sale of 

22 securities shall be included as a liability; 

23 ‘‘(C) any natural person who had an indi24 vidual income in excess of $200,000 in each of 

25 the 2 most recent years or joint income with 


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1 that person’s spouse in excess of $300,000 in 

2 each of those years and has a reasonable expec3 tation of reaching the same income level in the 

4 current year; 

5 ‘‘(D) any natural person who, by reason of 

6 their net worth or income, is an accredited in7 vestor under section 230.215 of title 17, Code 

8 of Federal Regulations (as in effect on the day 

9 before the date of enactment of this subpara10 graph); 

11 ‘‘(E) any natural person who is currently 

12 licensed or registered as a broker or investment 

13 adviser by the Commission, the Financial In14 dustry Regulatory Authority, or an equivalent 

15 self-regulatory organization (as defined in sec16 tion 3(a)(26) of the Securities Exchange Act of 

17 1934), or the securities division of a State or 

18 the equivalent State division responsible for li19 censing or registration of individuals in connec20 tion with securities activities; 

21 ‘‘(F) any natural person the Commission 

22 determines, by regulation, to have demonstrable 

23 education or job experience to qualify such per24 son as having professional knowledge of a sub25 ject related to a particular investment, and 


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1 whose education or job experience is verified by 

2 the Financial Industry Regulatory Authority or 

3 an equivalent self-regulatory organization (as 

4 defined in section 3(a)(26) of the Securities Ex5 change Act of 1934); or’’. 

6 (b) REPEAL.—Section 413 of the Dodd-Frank Wall 

7 Street Reform and Consumer Protection Act (Public Law 

8 111–203) is hereby repealed. 

9 SEC. 861. REPEAL OF CERTAIN PROVISIONS REQUIRING A 

10 STUDY AND REPORT TO CONGRESS. 

11 The following provisions of the Dodd-Frank Wall 

12 Street Reform and Consumer Protection Act are repealed: 

13 (1) Section 412. 

14 (2) Section 415. 

15 (3) Section 416. 

16 (4) Section 417. 

17 SEC. 862. REPEAL. 

18 (a) REPEAL.—The following sections of title XV of 

19 the Dodd-Frank Wall Street Reform and Consumer Pro20 tection Act are repealed, and the provisions of law amend21 ed or repealed by such sections are restored or revived as 

22 if such sections had not been enacted: 

23 (1) Section 1502. 

24 (2) Section 1503. 

25 (3) Section 1504. 


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1 (4) Section 1505. 

2 (5) Section 1506. 

3 (b) CLERICAL AMENDMENT.—The table of contents 

4 in section 1(b) of the Dodd-Frank Wall Street Reform and 

5 Consumer Protection Act is amended by striking the items 

6 relating to sections 1502, 1503, 1504, 1505, and 1506. 

7 Subtitle C—Harmonization of 

8 Derivatives Rules 

9 SEC. 871. COMMISSIONS REVIEW AND HARMONIZATION OF 

10 RULES RELATING TO THE REGULATION OF 

11 OVER-THE-COUNTER SWAPS MARKETS. 

12 The Securities and Exchange Commission and the 

13 Commodity Futures Trading Commission shall review 

14 each rule, order, and interpretive guidance issued by either 

15 such Commission pursuant to title VII of the Dodd-Frank 

16 Wall Street Reform and Consumer Protection Act (15 

17 U.S.C. 8301 et seq.) and, where the Commissions find in18 consistencies in any such rules, orders, or interpretive 

19 guidance, shall jointly issue new rules, orders, or interpre20 tive guidance to resolve such inconsistencies. 

21 SEC. 872. TREATMENT OF TRANSACTIONS BETWEEN AF22 FILIATES. 

23 (a) COMMODITY EXCHANGE ACT.—Section 1a(47) of 

24 the Commodity Exchange Act (7 U.S.C. 1a(47)) is amend25 ed by adding at the end the following: 


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1 ‘‘(G) TREATMENT OF SWAP TRANSACTIONS

2 BETWEEN AFFILIATES.— 

3 ‘‘(i) EXEMPTION FROM SWAP

4 RULES.—Except as provided under clause 

5 (ii), the Commission may not regulate a 

6 swap under this Act if all of the following 

7 apply to such swap: 

8 ‘‘(I) AFFILIATION.—One 

9 counterparty, directly or indirectly, 

10 holds a majority ownership interest in 

11 the other counterparty, or a third 

12 party, directly or indirectly, holds a 

13 majority ownership interest in both 

14 counterparties. 

15 ‘‘(II) FINANCIAL STATEMENTS.— 

16 The affiliated counterparty that holds 

17 the majority interest in the other 

18 counterparty or the third party that, 

19 directly or indirectly, holds the major20 ity interests in both affiliated counter21 parties, reports its financial state22 ments on a consolidated basis under 

23 generally accepted accounting prin24 ciples or International Financial Re25 porting Standards, or other similar 


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1 standards, and the financial state2 ments include the financial results of 

3 the majority-owned affiliated 

4 counterparty or counterparties. 

5 ‘‘(ii) REQUIREMENTS FOR EXEMPTED

6 SWAPS.—With respect to a swap described 

7 under clause (i): 

8 ‘‘(I) REPORTING REQUIRE9 MENT.—If at least one counterparty is 

10 a swap dealer or major swap partici11 pant, that counterparty shall report 

12 the swap pursuant to section 4r, with13 in such time period as the Commis14 sion may by rule or regulation pre15 scribe— 

16 ‘‘(aa) to a swap data reposi17 tory; or 

18 ‘‘(bb) if there is no swap 

19 data repository that would accept 

20 the agreement, contract or trans21 action, to the Commission. 

22 ‘‘(II) RISK MANAGEMENT RE23 QUIREMENT.—If at least one 

24 counterparty is a swap dealer or 

25 major swap participant, the swap 


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1 shall be subject to a centralized risk 

2 management program pursuant to 

3 section 4s(j) that is reasonably de4 signed to monitor and to manage the 

5 risks associated with the swap. 

6 ‘‘(III) ANTI-EVASION REQUIRE7 MENT.—The swap shall not be struc8 tured to evade the Dodd-Frank Wall 

9 Street Reform and Consumer Protec10 tion Act in violation of any rule pro11 mulgated by the Commission pursuant 

12 to section 721(c) of such Act.’’. 

13 (b) SECURITIES EXCHANGE ACT OF 1934.—Section 

14 3(a)(68) of the Securities Exchange Act of 1934 (15 

15 U.S.C. 78c(a)(68)) is amended by adding at the end the 

16 following: 

17 ‘‘(F) TREATMENT OF SECURITY-BASED

18 SWAP TRANSACTIONS BETWEEN AFFILIATES.— 

19 ‘‘(i) EXEMPTION FROM SECURITY20 BASED SWAP RULES.—Except as provided 

21 under clause (ii), the Commission may not 

22 regulate a security-based swap under this 

23 Act if all of the following apply to such se24 curity-based swap: 


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1 ‘‘(I) AFFILIATION.—One 

2 counterparty, directly or indirectly, 

3 holds a majority ownership interest in 

4 the other counterparty, or a third 

5 party, directly or indirectly, holds a 

6 majority ownership interest in both 

7 counterparties. 

8 ‘‘(II) FINANCIAL STATEMENTS.— 

9 The affiliated counterparty that holds 

10 the majority interest in the other 

11 counterparty or the third party that, 

12 directly or indirectly, holds the major13 ity interests in both affiliated counter14 parties, reports its financial state15 ments on a consolidated basis under 

16 generally accepted accounting prin17 ciples or International Financial Re18 porting Standards, or other similar 

19 standards, and the financial state20 ments include the financial results of 

21 the majority-owned affiliated 

22 counterparty or counterparties. 

23 ‘‘(ii) REQUIREMENTS FOR EXEMPTED

24 SECURITY-BASED SWAPS.—With respect to 


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1 a security-based swap described under 

2 clause (i): 

3 ‘‘(I) REPORTING REQUIRE4 MENT.—If at least one counterparty is 

5 a security-based swap dealer or major 

6 security-based swap participant, that 

7 counterparty shall report the security8 based swap pursuant to section 13A, 

9 within such time period as the Com10 mission may by rule or regulation pre11 scribe— 

12 ‘‘(aa) to a security-based 

13 swap data repository; or 

14 ‘‘(bb) if there is no security15 based swap data repository that 

16 would accept the agreement, con17 tract or transaction, to the Com18 mission. 

19 ‘‘(II) RISK MANAGEMENT RE20 QUIREMENT.—If at least one 

21 counterparty is a security-based swap 

22 dealer or major security-based swap 

23 participant, the security-based swap 

24 shall be subject to a centralized risk 

25 management program pursuant to 


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1 section 15F(j) that is reasonably de2 signed to monitor and to manage the 

3 risks associated with the security4 based swap. 

5 ‘‘(III) ANTI-EVASION REQUIRE6 MENT.—The security-based swap shall 

7 not be structured to evade the Dodd8 Frank Wall Street Reform and Con9 sumer Protection Act in violation of 

10 any rule promulgated by the Commis11 sion pursuant to section 761(b)(3) of 

12 such Act.’’. 

13 TITLE IX—REPEAL OF THE 

14 VOLCKER RULE AND OTHER 

15 PROVISIONS 

16 SEC. 901. REPEALS. 

17 (a) IN GENERAL.—The following sections of title VI 

18 of the Dodd-Frank Wall Street Reform and Consumer 

19 Protection Act are repealed, and the provisions of law 

20 amended or repealed by such sections are restored or re21 vived as if such sections had not been enacted: 

22 (1) Section 603. 

23 (2) Section 618. 

24 (3) Section 619. 

25 (4) Section 620. 


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1 (5) Section 621. 

2 (b) CLERICAL AMENDMENT.—The table of contents 

3 under section 1(b) of the Dodd-Frank Wall Street Reform 

4 and Consumer Protection Act is amended by striking the 

5 items relating to sections 603, 618, 619, 620, and 621. 

6 TITLE X—FED OVERSIGHT 

7 REFORM AND MODERNIZATION 

8 SEC. 1001. REQUIREMENTS FOR POLICY RULES OF THE 

9 FEDERAL OPEN MARKET COMMITTEE. 

10 The Federal Reserve Act (12 U.S.C. 221 et seq.) is 

11 amended by inserting after section 2B the following new 

12 section: 

13 ‘‘SEC. 2C. DIRECTIVE POLICY RULES OF THE FEDERAL 

14 OPEN MARKET COMMITTEE. 

15 ‘‘(a) DEFINITIONS.—In this section the following 

16 definitions shall apply: 

17 ‘‘(1) APPROPRIATE CONGRESSIONAL COMMIT18 TEES.—The term ‘appropriate congressional com19 mittees’ means the Committee on Financial Services 

20 of the House of Representatives and the Committee 

21 on Banking, Housing, and Urban Affairs of the Sen22 ate. 

23 ‘‘(2) DIRECTIVE POLICY RULE.—The term ‘Di24 rective Policy Rule’ means a policy rule developed by 

25 the Federal Open Market Committee that meets the 


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1 requirements of subsection (c) and that provides the 

2 basis for the Open Market Operations Directive. 

3 ‘‘(3) GDP.—The term ‘GDP’ means the gross 

4 domestic product of the United States as computed 

5 and published by the Department of Commerce. 

6 ‘‘(4) INTERMEDIATE POLICY INPUT.—The term 

7 ‘Intermediate Policy Input’— 

8 ‘‘(A) may include any variable determined 

9 by the Federal Open Market Committee as a 

10 necessary input to guide open-market oper11 ations; 

12 ‘‘(B) shall include an estimate of, and the 

13 method of calculation for, the current rate of 

14 inflation or current inflation expectations; and 

15 ‘‘(C) shall include, specifying whether the 

16 variable or estimate is historical, current, or a 

17 forecast and the method of calculation, at least 

18 one of— 

19 ‘‘(i) an estimate of real GDP, nominal 

20 GDP, or potential GDP; 

21 ‘‘(ii) an estimate of the monetary ag22 gregate compiled by the Board of Gov23 ernors of the Federal Reserve System and 

24 Federal reserve banks; or 


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1 ‘‘(iii) an interactive variable or a net 

2 estimate composed of the estimates de3 scribed in clauses (i) and (ii). 

4 ‘‘(5) LEGISLATIVE DAY.—The term ‘legislative 

5 day’ means a day on which either House of Congress 

6 is in session. 

7 ‘‘(6) OPEN MARKET OPERATIONS DIRECTIVE.— 

8 The term ‘Open Market Operations Directive’ means 

9 an order to achieve a specified Policy Instrument 

10 Target provided to the Federal Reserve Bank of 

11 New York by the Federal Open Market Committee 

12 pursuant to powers authorized under section 14 of 

13 this Act that guide open-market operations. 

14 ‘‘(7) POLICY INSTRUMENT.—The term ‘Policy 

15 Instrument’ means— 

16 ‘‘(A) the nominal Federal funds rate; 

17 ‘‘(B) the nominal rate of interest paid on 

18 nonborrowed reserves; or 

19 ‘‘(C) the discount window primary credit 

20 interest rate most recently published on the 

21 Federal Reserve Statistical Release on selected 

22 interest rates (daily or weekly), commonly re23 ferred to as the H.15 release. 

24 ‘‘(8) POLICY INSTRUMENT TARGET.—The term 

25 ‘Policy Instrument Target’ means the target for the 


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1 Policy Instrument specified in the Open Market Op2 erations Directive. 

3 ‘‘(9) REFERENCE POLICY RULE.—The term 

4 ‘Reference Policy Rule’ means a calculation of the 

5 nominal Federal funds rate as equal to the sum of 

6 the following: 

7 ‘‘(A) The rate of inflation over the pre8 vious four quarters. 

9 ‘‘(B) One-half of the percentage deviation 

10 of the real GDP from an estimate of potential 

11 GDP. 

12 ‘‘(C) One-half of the difference between the 

13 rate of inflation over the previous four quarters 

14 and two percent. 

15 ‘‘(D) Two percent. 

16 ‘‘(b) SUBMITTING A DIRECTIVE POLICY RULE.—Not 

17 later than 48 hours after the end of a meeting of the Fed18 eral Open Market Committee, the Chairman of the Fed19 eral Open Market Committee shall submit to the appro20 priate congressional committees and the Comptroller Gen21 eral of the United States a Directive Policy Rule and a 

22 statement that identifies the members of the Federal Open 

23 Market Committee who voted in favor of the Directive Pol24 icy Rule. 


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1 ‘‘(c) REQUIREMENTS FOR A DIRECTIVE POLICY

2 RULE.—A Directive Policy Rule shall— 

3 ‘‘(1) identify the Policy Instrument the Direc4 tive Policy Rule is designed to target; 

5 ‘‘(2) describe the strategy or rule of the Federal 

6 Open Market Committee for the systematic quan7 titative adjustment of the Policy Instrument Target 

8 to respond to a change in the Intermediate Policy 

9 Inputs; 

10 ‘‘(3) include a function that comprehensively 

11 models the interactive relationship between the In12 termediate Policy Inputs; 

13 ‘‘(4) include the coefficients of the Directive 

14 Policy Rule that generate the current Policy Instru15 ment Target and a range of predicted future values 

16 for the Policy Instrument Target if changes occur in 

17 any Intermediate Policy Input; 

18 ‘‘(5) describe the procedure for adjusting the 

19 supply of bank reserves to achieve the Policy Instru20 ment Target; 

21 ‘‘(6) include a statement as to whether the Di22 rective Policy Rule substantially conforms to the 

23 Reference Policy Rule and, if applicable— 

24 ‘‘(A) an explanation of the extent to which 

25 it departs from the Reference Policy Rule; 


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1 ‘‘(B) a detailed justification for that depar2 ture; and 

3 ‘‘(C) a description of the circumstances 

4 under which the Directive Policy Rule may be 

5 amended in the future; 

6 ‘‘(7) include a certification that the Directive 

7 Policy Rule is expected to support the economy in 

8 achieving stable prices and maximum natural em9 ployment over the long term; 

10 ‘‘(8) include a calculation that describes with 

11 mathematical precision the expected annual inflation 

12 rate over a 5-year period; and 

13 ‘‘(9) include a plan to use the most accurate 

14 data, subject to all historical revisions, for inputs 

15 into the Directive Policy Rule and the Reference 

16 Policy Rule. 

17 ‘‘(d) GAO REPORT.—The Comptroller General of the 

18 United States shall compare the Directive Policy Rule sub19 mitted under subsection (b) with the rule that was most 

20 recently submitted to determine whether the Directive Pol21 icy Rule has materially changed. If the Directive Policy 

22 Rule has materially changed, the Comptroller General 

23 shall, not later than 7 days after each meeting of the Fed24 eral Open Market Committee, prepare and submit a com25 pliance report to the appropriate congressional committees 


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1 specifying whether the Directive Policy Rule submitted 

2 after that meeting and the Federal Open Market Com3 mittee are in compliance with this section. 

4 ‘‘(e) CHANGING MARKET CONDITIONS.— 

5 ‘‘(1) RULE OF CONSTRUCTION.—Nothing in 

6 this Act shall be construed to require that the plans 

7 with respect to the systematic quantitative adjust8 ment of the Policy Instrument Target described 

9 under subsection (c)(2) be implemented if the Fed10 eral Open Market Committee determines that such 

11 plans cannot or should not be achieved due to 

12 changing market conditions. 

13 ‘‘(2) GAO APPROVAL OF UPDATE.—Upon deter14 mining that plans described in paragraph (1) cannot 

15 or should not be achieved, the Federal Open Market 

16 Committee shall submit an explanation for that de17 termination and an updated version of the Directive 

18 Policy Rule to the Comptroller General of the 

19 United States and the appropriate congressional 

20 committees not later than 48 hours after making the 

21 determination. The Comptroller General shall, not 

22 later than 48 hours after receiving such updated 

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1 eral Open Market Committee are in compliance with 

2 this section. 

3 ‘‘(f) DIRECTIVE POLICY RULE AND FEDERAL OPEN

4 MARKET COMMITTEE NOT IN COMPLIANCE.— 

5 ‘‘(1) IN GENERAL.—If the Comptroller General 

6 of the United States determines that the Directive 

7 Policy Rule and the Federal Open Market Com8 mittee are not in compliance with this section in the 

9 report submitted pursuant to subsection (d), or that 

10 the updated version of the Directive Policy Rule and 

11 the Federal Open Market Committee are not in com12 pliance with this section in the report submitted pur13 suant to subsection (e)(2), the Chairman of the 

14 Board of Governors of the Federal Reserve System 

15 shall, if requested by the chairman of either of the 

16 appropriate congressional committees, not later than 

17 7 legislative days after such request, testify before 

18 such committee as to why the Directive Policy Rule, 

19 the updated version, or the Federal Open Market 

20 Committee is not in compliance. 

21 ‘‘(2) GAO AUDIT.—Notwithstanding subsection 

22 (b) of section 714 of title 31, United States Code, 

23 upon submitting a report of noncompliance pursuant 

24 to subsection (d) or subsection (e)(2) and after the 

25 period of 7 legislative days described in paragraph 


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1 (1), the Comptroller General shall audit the conduct 

2 of monetary policy by the Board of Governors of the 

3 Federal Reserve System and the Federal Open Mar4 ket Committee upon request of the appropriate con5 gressional committee. Such committee may specify 

6 the parameters of such audit. 

7 ‘‘(g) CONGRESSIONAL HEARINGS.—The Chairman of 

8 the Board of Governors of the Federal Reserve System 

9 shall, if requested by the chairman of either of the appro10 priate congressional committees and not later than 7 legis11 lative days after such request, appear before such com12 mittee to explain any change to the Directive Policy 

13 Rule.’’. 

14 SEC. 1002. FEDERAL OPEN MARKET COMMITTEE BLACK15 OUT PERIOD. 

16 Section 12A of the Federal Reserve Act (12 U.S.C. 

17 263) is amended by adding at the end the following new 

18 subsection: 

19 ‘‘(d) BLACKOUT PERIOD.— 

20 ‘‘(1) IN GENERAL.—During a blackout period, 

21 the only public communications that may be made 

22 by members and staff of the Committee with respect 

23 to macroeconomic or financial developments or about 

24 current or prospective monetary policy issues are the 

25 following: 


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1 ‘‘(A) The dissemination of published data, 

2 surveys, and reports that have been cleared for 

3 publication by the Board of Governors of the 

4 Federal Reserve System. 

5 ‘‘(B) Answers to technical questions spe6 cific to a data release. 

7 ‘‘(C) Communications with respect to the 

8 prudential or supervisory functions of the 

9 Board of Governors. 

10 ‘‘(2) BLACKOUT PERIOD DEFINED.—For pur11 poses of this subsection, and with respect to a meet12 ing of the Committee described under subsection (a), 

13 the term ‘blackout period’ means the time period 

14 that— 

15 ‘‘(A) begins immediately after midnight on 

16 the day that is one week prior to the date on 

17 which such meeting takes place; and 

18 ‘‘(B) ends at midnight on the day after the 

19 date on which such meeting takes place. 

20 ‘‘(3) EXEMPTION FOR CHAIRMAN OF THE

21 BOARD OF GOVERNORS.—Nothing in this section 

22 shall prohibit the Chairman of the Board of Gov23 ernors of the Federal Reserve System from partici24 pating in or issuing public communications.’’. 


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1 SEC. 1003. PUBLIC TRANSCRIPTS OF FOMC MEETINGS. 

2 Section 12A of the Federal Reserve Act (12 U.S.C. 

3 263), as amended by section 1002, is further amended by 

4 adding at the end the following: 

5 ‘‘(e) PUBLIC TRANSCRIPTS OF MEETINGS.—The 

6 Committee shall— 

7 ‘‘(1) record all meetings of the Committee; and 

8 ‘‘(2) make the full transcript of such meetings 

9 available to the public.’’. 

10 SEC. 1004. MEMBERSHIP OF FEDERAL OPEN MARKET COM11 MITTEE. 

12 Section 12A(a) of the Federal Reserve Act (12 

13 U.S.C. 263(a)) is amended— 

14 (1) in the first sentence, by striking ‘‘five’’ and 

15 inserting ‘‘six’’; 

16 (2) in the second sentence, by striking ‘‘One by 

17 the board of directors’’ and all that follows through 

18 the period at the end and inserting the following: 

19 ‘‘One by the boards of directors of the Federal Re20 serve Banks of New York and Boston; one by the 

21 boards of directors of the Federal Reserve Banks of 

22 Philadelphia and Cleveland; one by the boards of di23 rectors of the Federal Reserve Banks of Richmond 

24 and Atlanta; one by the boards of directors of the 

25 Federal Reserve Banks of Chicago and St. Louis; 

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1 serve Banks of Minneapolis and Kansas City; and 

2 one by the boards of directors of the Federal Re3 serve Banks of Dallas and San Francisco.’’; and 

4 (3) by inserting after the second sentence the 

5 following: ‘‘In odd numbered calendar years, one 

6 representative shall be elected from each of the Fed7 eral Reserve Banks of Boston, Philadelphia, Rich8 mond, Chicago, Minneapolis, and Dallas. In even9 numbered calendar years, one representative shall be 

10 elected from each of the Federal Reserve Banks of 

11 New York, Cleveland, Atlanta, St. Louis, Kansas 

12 City, and San Francisco.’’. 

13 SEC. 1005. FREQUENCY OF TESTIMONY OF THE CHAIRMAN 

14 OF THE BOARD OF GOVERNORS OF THE FED15 ERAL RESERVE SYSTEM TO CONGRESS. 

16 (a) IN GENERAL.—Section 2B of the Federal Reserve 

17 Act (12 U.S.C. 225b) is amended— 

18 (1) by striking ‘‘semi-annual’’ each place it ap19 pears and inserting ‘‘quarterly’’; and 

20 (2) in subsection (a)(2)— 

21 (A) by inserting ‘‘and October 20’’ after 

22 ‘‘July 20’’ each place it appears; and 

23 (B) by inserting ‘‘and May 20’’ after 

24 ‘‘February 20’’ each place it appears. 


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1 (b) CONFORMING AMENDMENT.—Paragraph (12) of 

2 section 10 of the Federal Reserve Act (12 U.S.C. 

3 247b(12)) is amended by striking ‘‘semi-annual’’ and in4 serting ‘‘quarterly’’. 

5 SEC. 1006. VICE CHAIRMAN FOR SUPERVISION REPORT RE6 QUIREMENT. 

7 Paragraph (12) of section 10 of the Federal Reserve 

8 Act (12 U.S.C. 247(b)) is amended— 

9 (1) by redesignating such paragraph as para10 graph (11); and 

11 (2) in such paragraph, by adding at the end the 

12 following: ‘‘In each such appearance, the Vice Chair13 man for Supervision shall provide written testimony 

14 that includes the status of all pending and antici15 pated rulemakings that are being made by the 

16 Board of Governors of the Federal Reserve System. 

17 If, at the time of any appearance described in this 

18 paragraph, the position of Vice Chairman for Super19 vision is vacant, the Vice Chairman for the Board of 

20 Governors of the Federal Reserve System (who has 

21 the responsibility to serve in the absence of the 

22 Chairman) shall appear instead and provide the re23 quired written testimony. If, at the time of any ap24 pearance described in this paragraph, both Vice 

25 Chairman positions are vacant, the Chairman of the 


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1 Board of Governors of the Federal Reserve System 

2 shall appear instead and provide the required writ3 ten testimony.’’. 

4 SEC. 1007. SALARIES, FINANCIAL DISCLOSURES, AND OF5 FICE STAFF OF THE BOARD OF GOVERNORS 

6 OF THE FEDERAL RESERVE SYSTEM. 

7 (a) IN GENERAL.—Section 11 of the Federal Reserve 

8 Act (12 U.S.C. 248) is amended— 

9 (1) by redesignating the second subsection (s) 

10 (relating to ‘‘Assessments, Fees, and Other Charges 

11 for Certain Companies’’) as subsection (t); and 

12 (2) by inserting before subsection (w), as added 

13 by section 371(a), the following new subsections: 

14 ‘‘(u) ETHICS STANDARDS FOR MEMBERS AND EM15 PLOYEES.— 

16 ‘‘(1) PROHIBITED AND RESTRICTED FINANCIAL

17 INTERESTS AND TRANSACTIONS.—The members and 

18 employees of the Board of Governors of the Federal 

19 Reserve System shall be subject to the provisions 

20 under section 4401.102 of title 5, Code of Federal 

21 Regulations, to the same extent as such provisions 

22 apply to an employee of the Securities and Exchange 

23 Commission. 

24 ‘‘(2) TREATMENT OF BROKERAGE ACCOUNTS

25 AND AVAILABILITY OF ACCOUNT STATEMENTS.—The 


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1 members and employees of the Board of Governors 

2 of the Federal Reserve System shall— 

3 ‘‘(A) disclose all brokerage accounts that 

4 the member or employee maintains, as well as 

5 any accounts in which the member or employee 

6 controls trading or has a financial interest (in7 cluding managed accounts, trust accounts, in8 vestment club accounts, and accounts of 

9 spouses or minor children who live with the 

10 member or employee); and 

11 ‘‘(B) with respect to any securities account 

12 that the member or employee is required to dis13 close to the Board of Governors, authorize the 

14 brokers and dealers of such account to send du15 plicate account statements directly to Board of 

16 Governors. 

17 ‘‘(3) PROHIBITIONS RELATED TO OUTSIDE EM18 PLOYMENT AND ACTIVITIES.—The members and em19 ployees of the Board of Governors of the Federal 

20 Reserve System shall be subject to the prohibitions 

21 related to outside employment and activities de22 scribed under section 4401.103(c) of title 5, Code of 

23 Federal Regulations, to the same extent as such pro24 hibitions apply to an employee of the Securities and 

25 Exchange Commission. 


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1 ‘‘(4) ADDITIONAL ETHICS STANDARDS.—The 

2 members and employees of the Board of Governors 

3 of the Federal Reserve System shall be subject to— 

4 ‘‘(A) the employee responsibilities and con5 duct regulations of the Office of Personnel 

6 Management under part 735 of title 5, Code of 

7 Federal Regulations; 

8 ‘‘(B) the canons of ethics contained in sub9 part C of part 200 of title 17, Code of Federal 

10 Regulations, to the same extent as such subpart 

11 applies to the employees of the Securities and 

12 Exchange Commission; and 

13 ‘‘(C) the regulations concerning the con14 duct of members and employees and former 

15 members and employees contained in subpart M 

16 of part 200 of title 17, Code of Federal Regula17 tions, to the same extent as such subpart ap18 plies to the employees of the Securities and Ex19 change Commission. 

20 ‘‘(v) DISCLOSURE OF STAFF SALARIES AND FINAN21 CIAL INFORMATION.—The Board of Governors of the Fed22 eral Reserve System shall make publicly available, on the 

23 website of the Board of Governors, a searchable database 

24 that contains the names of all members, officers, and em25 ployees of the Board of Governors who receive an annual 


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1 salary in excess of the annual rate of basic pay for GS– 

2 15 of the General Schedule, and— 

3 ‘‘(1) the yearly salary information for such indi4 viduals, along with any nonsalary compensation re5 ceived by such individuals; and 

6 ‘‘(2) any financial disclosures required to be 

7 made by such individuals.’’. 

8 (b) OFFICE STAFF FOR EACH MEMBER OF THE

9 BOARD OF GOVERNORS.—Subsection (l) of section 11 of 

10 the Federal Reserve Act (12 U.S.C. 248) is amended by 

11 adding at the end the following: ‘‘Each member of the 

12 Board of Governors of the Federal Reserve System may 

13 employ, at a minimum, 2 individuals, with such individuals 

14 selected by such member and the salaries of such individ15 uals set by such member. A member may employ addi16 tional individuals as determined necessary by the Board 

17 of Governors.’’. 

18 SEC. 1008. AMENDMENTS TO POWERS OF THE BOARD OF 

19 GOVERNORS OF THE FEDERAL RESERVE SYS20 TEM. 

21 (a) IN GENERAL.—Section 13(3) of the Federal Re22 serve Act (12 U.S.C. 343(3)), as amended by section 

23 111(b)(3), is further amended— 

24 (1) in subparagraph (A)— 


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1 (A) by inserting ‘‘that pose a threat to the 

2 financial stability of the United States’’ after 

3 ‘‘unusual and exigent circumstances’’; and 

4 (B) by inserting ‘‘and by the affirmative 

5 vote of not less than nine presidents of the Fed6 eral reserve banks’’ after ‘‘five members’’; 

7 (2) in subparagraph (B)— 

8 (A) in clause (i), by inserting at the end 

9 the following: ‘‘Federal reserve banks may not 

10 accept equity securities issued by the recipient 

11 of any loan or other financial assistance under 

12 this paragraph as collateral. Not later than 6 

13 months after the date of enactment of this sen14 tence, the Board shall, by rule, establish— 

15 ‘‘(I) a method for determining 

16 the sufficiency of the collateral re17 quired under this paragraph; 

18 ‘‘(II) acceptable classes of collat19 eral; 

20 ‘‘(III) the amount of any dis21 count on the value of the collateral 

22 that the Federal reserve banks will 

23 apply for purposes of calculating the 

24 sufficiency of collateral under this 

25 paragraph; and 


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1 ‘‘(IV) a method for obtaining 

2 independent appraisals of the value of 

3 collateral the Federal reserve banks 

4 receive.’’; and 

5 (B) in clause (ii)— 

6 (i) by striking the second sentence; 

7 and 

8 (ii) by inserting after the first sen9 tence the following: ‘‘A borrower shall not 

10 be eligible to borrow from any emergency 

11 lending program or facility unless the 

12 Board and all Federal banking regulators 

13 with jurisdiction over the borrower certify 

14 that, at the time the borrower initially bor15 rows under the program or facility, the 

16 borrower is not insolvent.’’; 

17 (3) by inserting ‘‘financial institution’’ before 

18 ‘‘participant’’ each place such term appears; 

19 (4) in subparagraph (D)(i), by inserting ‘‘finan20 cial institution’’ before ‘‘participants’’; and 

21 (5) by adding at the end the following new sub22 paragraphs: 

23 ‘‘(E) PENALTY RATE.— 

24 ‘‘(i) IN GENERAL.—Not later than 6 

25 months after the date of enactment of this 


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1 subparagraph, the Board shall, with re2 spect to a recipient of any loan or other fi3 nancial assistance under this paragraph, 

4 establish by rule a minimum interest rate 

5 on the principal amount of any loan or 

6 other financial assistance. 

7 ‘‘(ii) MINIMUM INTEREST RATE DE8 FINED.—In this subparagraph, the term 

9 ‘minimum interest rate’ shall mean the 

10 sum of— 

11 ‘‘(I) the average of the secondary 

12 discount rate of all Federal Reserve 

13 banks over the most recent 90-day pe14 riod; and 

15 ‘‘(II) the average of the dif16 ference between a distressed corporate 

17 bond yield index (as defined by rule of 

18 the Board) and a bond yield index of 

19 debt issued by the United States (as 

20 defined by rule of the Board) over the 

21 most recent 90-day period. 

22 ‘‘(F) FINANCIAL INSTITUTION PARTICI23 PANT DEFINED.—For purposes of this para24 graph, the term ‘financial institution partici25 pant’— 


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1 ‘‘(i) means a company that is pre2 dominantly engaged in financial activities 

3 (as defined in section 102(a) of the Dodd4 Frank Wall Street Reform and Consumer 

5 Protection Act (12 U.S.C. 5311(a))); and 

6 ‘‘(ii) does not include an agency de7 scribed in subparagraph (W) of section 

8 5312(a)(2) of title 31, United States Code, 

9 or an entity controlled or sponsored by 

10 such an agency.’’. 

11 (b) CONFORMING AMENDMENT.—Section 

12 11(r)(2)(A) of the Federal Reserve Act (12 U.S.C. 

13 248(r)(2)(A)) is amended— 

14 (1) in clause (ii)(IV), by striking ‘‘; and’’ and 

15 inserting a semicolon; 

16 (2) in clause (iii), by striking the period at the 

17 end and inserting ‘‘; and’’; and 

18 (3) by adding at the end the following new 

19 clause: 

20 ‘‘(iv) the available members secure the affirma21 tive vote of not less than nine presidents of the Fed22 eral reserve banks.’’. 


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1 SEC. 1009. INTEREST RATES ON BALANCES MAINTAINED AT 

2 A FEDERAL RESERVE BANK BY DEPOSITORY 

3 INSTITUTIONS ESTABLISHED BY FEDERAL 

4 OPEN MARKET COMMITTEE. 

5 Subparagraph (A) of section 19(b)(12) of the Federal 

6 Reserve Act (12 U.S.C. 461(b)(12)(A)) is amended by in7 serting ‘‘established by the Federal Open Market Com8 mittee’’ after ‘‘rate or rates’’. 

9 SEC. 1010. AUDIT REFORM AND TRANSPARENCY FOR THE 

10 BOARD OF GOVERNORS OF THE FEDERAL RE11 SERVE SYSTEM. 

12 (a) IN GENERAL.—Notwithstanding section 714 of 

13 title 31, United States Code, or any other provision of law, 

14 the Comptroller General of the United States shall annu15 ally complete an audit of the Board of Governors of the 

16 Federal Reserve System and the Federal reserve banks 

17 under subsection (b) of such section 714 within 12 months 

18 after the date of the enactment of this Act. 

19 (b) REPORT.— 

20 (1) IN GENERAL.—Not later than 90 days after 

21 each audit required pursuant to subsection (a) is 

22 completed, the Comptroller General— 

23 (A) shall submit to Congress a report on 

24 such audit; and 

25 (B) shall make such report available to the 

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1 ity leaders of the House of Representatives, the 

2 majority and minority leaders of the Senate, the 

3 Chairman and Ranking Member of the com4 mittee and each subcommittee of jurisdiction in 

5 the House of Representatives and the Senate, 

6 and any other Member of Congress who re7 quests the report. 

8 (2) CONTENTS.—The report under paragraph 

9 (1) shall include a detailed description of the find10 ings and conclusion of the Comptroller General with 

11 respect to the audit that is the subject of the report, 

12 together with such recommendations for legislative 

13 or administrative action as the Comptroller General 

14 may determine to be appropriate. 

15 (c) REPEAL OF CERTAIN LIMITATIONS.—Subsection 

16 (b) of section 714 of title 31, United States Code, is 

17 amended by striking the second sentence. 

18 (d) TECHNICAL AND CONFORMING AMENDMENTS.— 

19 (1) IN GENERAL.—Section 714 of title 31, 

20 United States Code, is amended— 

21 (A) in subsection (d)(3), by striking ‘‘or 

22 (f)’’ each place such term appears; 

23 (B) in subsection (e), by striking ‘‘the 

24 third undesignated paragraph of section 13’’ 

25 and inserting ‘‘section 13(3)’’; and 


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1 (C) by striking subsection (f). 

2 (2) FEDERAL RESERVE ACT.—Subsection (s) 

3 (relating to ‘‘Federal Reserve Transparency and Re4 lease of Information’’) of section 11 of the Federal 

5 Reserve Act (12 U.S.C. 248) is amended— 

6 (A) in paragraph (4)(A), by striking ‘‘has 

7 the same meaning as in section 714(f)(1)(A) of 

8 title 31, United States Code’’ and inserting 

9 ‘‘means a program or facility, including any 

10 special purpose vehicle or other entity estab11 lished by or on behalf of the Board of Gov12 ernors of the Federal Reserve System or a Fed13 eral reserve bank, authorized by the Board of 

14 Governors under section 13(3), that is not sub15 ject to audit under section 714(e) of title 31, 

16 United States Code’’; 

17 (B) in paragraph (6), by striking ‘‘or in 

18 section 714(f)(3)(C) of title 31, United States 

19 Code, the information described in paragraph 

20 (1) and information concerning the transactions 

21 described in section 714(f) of such title,’’ and 

22 inserting ‘‘the information described in para23 graph (1)’’; and 

24 (C) in paragraph (7), by striking ‘‘and sec25 tion 13(3)(C), section 714(f)(3)(C) of title 31, 


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1 United States Code, and’’ and inserting ‘‘, sec2 tion 13(3)(C), and’’. 

3 SEC. 1011. ESTABLISHMENT OF A CENTENNIAL MONETARY 

4 COMMISSION. 

5 (a) FINDINGS.—Congress finds the following: 

6 (1) The Constitution endows Congress with the 

7 power ‘‘to coin money, regulate the value thereof’’. 

8 (2) Following the financial crisis known as the 

9 Panic of 1907, Congress established the National 

10 Monetary Commission to provide recommendations 

11 for the reform of the financial and monetary systems 

12 of the United States. 

13 (3) Incorporating several of the recommenda14 tions of the National Monetary Commission, Con15 gress created the Federal Reserve System in 1913. 

16 As currently organized, the Federal Reserve System 

17 consists of the Board of Governors in Washington, 

18 District of Columbia, and the Federal reserve banks 

19 organized into 12 districts around the United States. 

20 The stockholders of the 12 Federal reserve banks in21 clude national and certain State-chartered commer22 cial banks, which operate on a fractional reserve 

23 basis. 

24 (4) Originally, Congress gave the Federal Re25 serve System a monetary mandate to provide an 


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1 elastic currency, within the context of a gold stand2 ard, in response to seasonal fluctuations in the de3 mand for currency. 

4 (5) Congress also gave the Federal Reserve 

5 System a financial stability mandate to serve as the 

6 lender of last resort to solvent but illiquid banks 

7 during a financial crisis. 

8 (6) In 1977, Congress changed the monetary 

9 mandate of the Federal Reserve System to a dual 

10 mandate for maximum employment and stable 

11 prices. 

12 (7) Empirical studies and historical evidence, 

13 both within the United States and in other coun14 tries, demonstrate that price stability is desirable be15 cause both inflation and deflation damage the econ16 omy. 

17 (8) The economic challenge of recent years— 

18 most notably the bursting of the housing bubble, the 

19 financial crisis of 2008, and the ensuing anemic re20 covery—have occurred at great cost in terms of lost 

21 jobs and output. 

22 (9) Policymakers are reexamining the structure 

23 and functioning of financial institutions and markets 

24 to determine what, if any, changes need to be made 


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1 to place the financial system on a stronger, more 

2 sustainable path going forward. 

3 (10) The Federal Reserve System has taken ex4 traordinary actions in response to the recent eco5 nomic challenges. 

6 (11) The Federal Open Market Committee has 

7 engaged in multiple rounds of quantitative easing, 

8 providing unprecedented liquidity to financial mar9 kets, while committing to holding short-term interest 

10 rates low for a seemingly indefinite period, and pur11 suing a policy of credit allocation by purchasing 

12 Federal agency debt and mortgage-backed securities. 

13 (12) In the wake of the recent extraordinary ac14 tions of the Federal Reserve System, Congress—con15 sistent with its constitutional responsibilities and as 

16 it has done periodically throughout the history of the 

17 United States—has once again renewed its examina18 tion of monetary policy. 

19 (13) Central in such examination has been a re20 newed look at what is the most proper mandate for 

21 the Federal Reserve System to conduct monetary 

22 policy in the 21st century. 

23 (b) ESTABLISHMENT OF A CENTENNIAL MONETARY

24 COMMISSION.—There is established a commission to be 


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1 known as the ‘‘Centennial Monetary Commission’’ (in this 

2 section referred to as the ‘‘Commission’’). 

3 (c) STUDY AND REPORT ON MONETARY POLICY.— 

4 (1) STUDY.—The Commission shall— 

5 (A) examine how United States monetary 

6 policy since the creation of the Board of Gov7 ernors of the Federal Reserve System in 1913 

8 has affected the performance of the United 

9 States economy in terms of output, employ10 ment, prices, and financial stability over time; 

11 (B) evaluate various operational regimes 

12 under which the Board of Governors of the 

13 Federal Reserve System and the Federal Open 

14 Market Committee may conduct monetary pol15 icy in terms achieving the maximum sustainable 

16 level of output and employment and price sta17 bility over the long term, including— 

18 (i) discretion in determining monetary 

19 policy without an operational regime; 

20 (ii) price level targeting; 

21 (iii) inflation rate targeting; 

22 (iv) nominal gross domestic product 

23 targeting (both level and growth rate); 

24 (v) the use of monetary policy rules; 

25 and 


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1 (vi) the gold standard; 

2 (C) evaluate the use of macro-prudential 

3 supervision and regulation as a tool of mone4 tary policy in terms of achieving the maximum 

5 sustainable level of output and employment and 

6 price stability over the long term; 

7 (D) evaluate the use of the lender-of-last8 resort function of the Board of Governors of 

9 the Federal Reserve System as a tool of mone10 tary policy in terms of achieving the maximum 

11 sustainable level of output and employment and 

12 price stability over the long term; 

13 (E) recommend a course for United States 

14 monetary policy going forward, including— 

15 (i) the legislative mandate; 

16 (ii) the operational regime; 

17 (iii) the securities used in open-mar18 ket operations; and 

19 (iv) transparency issues; and 

20 (F) consider the effects of the GDP output 

21 and employment targets of the ‘‘dual mandate’’ 

22 (both from the creation of the dual mandate in 

23 1977 until the present time and estimates of 

24 the future effect of the dual mandate ) on— 

25 (i) United States economic activity; 


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1 (ii) actions of the Board of Governors 

2 of the Federal Reserve System; and 

3 (iii) Federal debt. 

4 (2) REPORT.—Not later than 1 year after the 

5 date of the enactment of this section, the Commis6 sion shall submit to Congress and make publicly 

7 available a report containing a statement of the find8 ings and conclusions of the Commission in carrying 

9 out the study under paragraph (1), together with 

10 the recommendations the Commission considers ap11 propriate. In making such report, the Commission 

12 shall specifically report on the considerations re13 quired under paragraph (1)(F). 

14 (d) MEMBERSHIP.— 

15 (1) NUMBER AND APPOINTMENT.— 

16 (A) APPOINTED VOTING MEMBERS.—The 

17 Commission shall contain 12 voting members as 

18 follows: 

19 (i) Six members appointed by the 

20 Speaker of the House of Representatives, 

21 with four members from the majority party 

22 and two members from the minority party. 

23 (ii) Six members appointed by the 

24 President Pro Tempore of the Senate, with 


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1 four members from the majority party and 

2 two members from the minority party. 

3 (B) CHAIRMAN.—The Speaker of the 

4 House of Representatives and the majority 

5 leader of the Senate shall jointly designate one 

6 of the members of the Commission as Chair7 man. 

8 (C) NON-VOTING MEMBERS.—The Com9 mission shall contain 2 non-voting members as 

10 follows: 

11 (i) One member appointed by the Sec12 retary of the Treasury. 

13 (ii) One member who is the president 

14 of a district Federal reserve bank ap15 pointed by the Chair of the Board of Gov16 ernors of the Federal Reserve System. 

17 (2) PERIOD OF APPOINTMENT.—Each member 

18 shall be appointed for the life of the Commission. 

19 (3) TIMING OF APPOINTMENT.—All members of 

20 the Commission shall be appointed not later than 30 

21 days after the date of the enactment of this section. 

22 (4) VACANCIES.—A vacancy in the Commission 

23 shall not affect its powers, and shall be filled in the 

24 manner in which the original appointment was 

25 made. 


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1 (5) MEETINGS.— 

2 (A) INITIAL MEETING.—The Commission 

3 shall hold its initial meeting and begin the oper4 ations of the Commission as soon as is prac5 ticable. 

6 (B) FURTHER MEETINGS.—The Commis7 sion shall meet upon the call of the Chair or a 

8 majority of its members. 

9 (6) QUORUM.—Seven voting members of the 

10 Commission shall constitute a quorum but a lesser 

11 number may hold hearings. 

12 (7) MEMBER OF CONGRESS DEFINED.—In this 

13 subsection, the term ‘‘Member of Congress’’ means 

14 a Senator or a Representative in, or Delegate or 

15 Resident Commissioner to, the Congress. 

16 (e) POWERS.— 

17 (1) HEARINGS AND SESSIONS.—The Commis18 sion or, on the authority of the Commission, any 

19 subcommittee or member thereof, may, for the pur20 pose of carrying out this section, hold hearings, sit 

21 and act at times and places, take testimony, receive 

22 evidence, or administer oaths as the Commission or 

23 such subcommittee or member thereof considers ap24 propriate. 


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1 (2) CONTRACT AUTHORITY.—To the extent or 

2 in the amounts provided in advance in appropriation 

3 Acts, the Commission may contract with and com4 pensate government and private agencies or persons 

5 to enable the Commission to discharge its duties 

6 under this section, without regard to section 3709 of 

7 the Revised Statutes (41 U.S.C. 5). 

8 (3) OBTAINING OFFICIAL DATA.— 

9 (A) IN GENERAL.—The Commission is au10 thorized to secure directly from any executive 

11 department, bureau, agency, board, commission, 

12 office, independent establishment, or instrumen13 tality of the Government, any information, in14 cluding suggestions, estimates, or statistics, for 

15 the purposes of this section. 

16 (B) REQUESTING OFFICIAL DATA.—The 

17 head of such department, bureau, agency, 

18 board, commission, office, independent estab19 lishment, or instrumentality of the government 

20 shall, to the extent authorized by law, furnish 

21 such information upon request made by— 

22 (i) the Chair; 

23 (ii) the Chair of any subcommittee 

24 created by a majority of the Commission; 

25 or 


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1 (iii) any member of the Commission 

2 designated by a majority of the commission 

3 to request such information. 

4 (4) ASSISTANCE FROM FEDERAL AGENCIES.— 

5 (A) GENERAL SERVICES ADMINISTRA6 TION.—The Administrator of General Services 

7 shall provide to the Commission on a reimburs8 able basis administrative support and other 

9 services for the performance of the functions of 

10 the Commission. 

11 (B) OTHER DEPARTMENTS AND AGEN12 CIES.—In addition to the assistance prescribed 

13 in subparagraph (A), at the request of the 

14 Commission, departments and agencies of the 

15 United States shall provide such services, funds, 

16 facilities, staff, and other support services as 

17 may be authorized by law. 

18 (5) POSTAL SERVICE.—The Commission may 

19 use the United States mails in the same manner and 

20 under the same conditions as other departments and 

21 agencies of the United States. 

22 (f) COMMISSION PERSONNEL.— 

23 (1) APPOINTMENT AND COMPENSATION OF

24 STAFF.— 


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1 (A) IN GENERAL.—Subject to rules pre2 scribed by the Commission, the Chair may ap3 point and fix the pay of the executive director 

4 and other personnel as the Chair considers ap5 propriate. 

6 (B) APPLICABILITY OF CIVIL SERVICE

7 LAWS.—The staff of the Commission may be 

8 appointed without regard to the provisions of 

9 title 5, United States Code, governing appoint10 ments in the competitive service, and may be 

11 paid without regard to the provisions of chapter 

12 51 and subchapter III of chapter 53 of that 

13 title relating to classification and General 

14 Schedule pay rates, except that an individual so 

15 appointed may not receive pay in excess of level 

16 V of the Executive Schedule. 

17 (2) CONSULTANTS.—The Commission may pro18 cure temporary and intermittent services under sec19 tion 3109(b) of title 5, United States Code, but at 

20 rates for individuals not to exceed the daily equiva21 lent of the rate of pay for a person occupying a posi22 tion at level IV of the Executive Schedule. 

23 (3) STAFF OF FEDERAL AGENCIES.—Upon re24 quest of the Commission, the head of any Federal 

25 department or agency may detail, on a reimbursable 


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1 basis, any of the personnel of such department or 

2 agency to the Commission to assist it in carrying out 

3 its duties under this section. 

4 (g) TERMINATION OF COMMISSION.— 

5 (1) IN GENERAL.—The Commission shall termi6 nate 6 months after the date on which the report is 

7 submitted under subsection (c)(2). 

8 (2) ADMINISTRATIVE ACTIVITIES BEFORE TER9 MINATION.—The Commission may use the period be10 tween the submission of its report and its termi11 nation for the purpose of concluding its activities, 

12 including providing testimony to the committee of 

13 Congress concerning its report. 

14 (h) AUTHORIZATION OF APPROPRIATIONS.—There is 

15 authorized to be appropriated to carry out this section 

16 $1,000,000, which shall remain available until the date on 

17 which the Commission terminates. 


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1 TITLE XI—IMPROVING INSUR2 ANCE COORDINATION 

3 THROUGH AN INDEPENDENT 

4 ADVOCATE 

5 SEC. 1101. REPEAL OF THE FEDERAL INSURANCE OFFICE; 

6 CREATION OF THE OFFICE OF THE INDE7 PENDENT INSURANCE ADVOCATE. 

8 (a) ESTABLISHMENT.—Section 313 of title 31, 

9 United States Code, is amended to read as follows (and 

10 conforming the table of contents for chapter 3 of such title 

11 accordingly): 

12 ‘‘§ 313. Office of the Independent Insurance Advocate 

13 ‘‘(a) ESTABLISHMENT.—There is established in the 

14 Department of the Treasury a bureau to be known as the 

15 Office of the Independent Insurance Advocate (in this sec16 tion referred to as the ‘Office’). 

17 ‘‘(b) INDEPENDENT INSURANCE ADVOCATE.— 

18 ‘‘(1) ESTABLISHMENT OF POSITION.—The chief 

19 officer of the Office of the Independent Insurance 

20 Advocate shall be known as the Independent Insur21 ance Advocate. The Independent Insurance Advocate 

22 shall perform the duties of such office under the 

23 general direction of the Secretary of the Treasury. 

24 ‘‘(2) APPOINTMENT.—The Independent Insur25 ance Advocate shall be appointed by the President, 


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1 by and with the advice and consent of the Senate, 

2 from among persons having insurance expertise. 

3 ‘‘(3) TERM.— 

4 ‘‘(A) IN GENERAL.—The Independent In5 surance Advocate shall serve a term of 6 years, 

6 unless sooner removed by the President upon 

7 reasons which shall be communicated to the 

8 Senate. 

9 ‘‘(B) SERVICE AFTER EXPIRATION.—If a 

10 successor is not nominated and confirmed by 

11 the end of the term of service of the Inde12 pendent Insurance Advocate, the person serving 

13 as Independent Insurance Advocate shall con14 tinue to serve until such time a successor is ap15 pointed and confirmed. 

16 ‘‘(C) VACANCY.—An Independent Insur17 ance Advocate who is appointed to serve the re18 mainder of a predecessor’s uncompleted term 

19 shall be eligible thereafter to be appointed to a 

20 full 6 year term. 

21 ‘‘(D) ACTING OFFICIAL ON FINANCIAL

22 STABILITY OVERSIGHT COUNCIL.—In the event 

23 of a vacancy in the office of the Independent 

24 Insurance Advocate, and pending the appoint25 ment and confirmation of a successor, or during 


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1 the absence or disability of the Independent In2 surance Advocate, the President shall appoint a 

3 federal official appointed by the President and 

4 confirmed by the Senate from a member agency 

5 of the Financial Stability Oversight Council, not 

6 otherwise serving on the Council, who shall 

7 serve as a member of the Council and act in the 

8 place of the Independent Insurance Advocate 

9 until such vacancy, absence, or disability con10 cludes. 

11 ‘‘(4) EMPLOYMENT.—The Independent Insur12 ance Advocate shall be an employee of the Federal 

13 Government within the definition of employee under 

14 section 2105 of title 5, United States Code. 

15 ‘‘(c) INDEPENDENCE; OVERSIGHT.— 

16 ‘‘(1) INDEPENDENCE.—The Secretary of the 

17 Treasury may not delay or prevent the issuance of 

18 any rule or the promulgation of any regulation by 

19 the Independent Insurance Advocate, and may not 

20 intervene in any matter or proceeding before the 

21 Independent Insurance Advocate, unless otherwise 

22 specifically provided by law. 

23 ‘‘(2) OVERSIGHT BY INSPECTOR GENERAL.— 

24 The Office of the Independent Insurance Advocate 

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1 ment of the Treasury for purposes of the Inspector 

2 General Act of 1978 (5 U.S.C. App.). 

3 ‘‘(d) RETENTION OF EXISTING STATE REGULATORY

4 AUTHORITY.—Nothing in this section or section 314 shall 

5 be construed to establish or provide the Office or the De6 partment of the Treasury with general supervisory or reg7 ulatory authority over the business of insurance. 

8 ‘‘(e) BUDGET.— 

9 ‘‘(1) ANNUAL TRANSMITTAL.—For each fiscal 

10 year, the Independent Insurance Advocate shall 

11 transmit a budget estimate and request to the Sec12 retary of the Treasury, which shall specify the ag13 gregate amount of funds requested for such fiscal 

14 year for the operations of the Office of the Inde15 pendent Insurance Advocate. 

16 ‘‘(2) INCLUSIONS.—In transmitting the pro17 posed budget to the President for approval, the Sec18 retary of the Treasury shall include— 

19 ‘‘(A) an aggregate request for the Inde20 pendent Insurance Advocate; and 

21 ‘‘(B) any comments of the Independent In22 surance Advocate with respect to the proposal. 

23 ‘‘(3) PRESIDENT’S BUDGET.—The President 

24 shall include in each budget of the United States 

25 Government submitted to the Congress— 


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1 ‘‘(A) a separate statement of the budget 

2 estimate prepared in accordance with paragraph 

3 (1); 

4 ‘‘(B) the amount requested by the Presi5 dent for the Independent Insurance Advocate; 

6 and 

7 ‘‘(C) any comments of the Independent In8 surance Advocate with respect to the proposal if 

9 the Independent Insurance Advocate concludes 

10 that the budget submitted by the President 

11 would substantially inhibit the Independent In12 surance Advocate from performing the duties of 

13 the office. 

14 ‘‘(f) ASSISTANCE.—The Secretary of the Treasury 

15 shall provide the Independent Insurance Advocate such 

16 services, funds, facilities and other support services as the 

17 Independent Insurance Advocate may request and as the 

18 Secretary may approve. 

19 ‘‘(g) PERSONNEL.— 

20 ‘‘(1) EMPLOYEES.—The Independent Insurance 

21 Advocate may fix the number of, and appoint and 

22 direct, the employees of the Office, in accordance 

23 with the applicable provisions of title 5, United 

24 States Code. The Independent Insurance Advocate is 

25 authorized to employ attorneys, analysts, economists, 


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1 and other employees as may be deemed necessary to 

2 assist the Independent Insurance Advocate to carry 

3 out the duties and functions of the Office. Unless 

4 otherwise provided expressly by law, any individual 

5 appointed under this paragraph shall be an employee 

6 as defined in section 2105 of title 5, United States 

7 Code, and subject to the provisions of such title and 

8 other laws generally applicable to the employees of 

9 the Executive Branch. 

10 ‘‘(2) COMPENSATION.—Employees of the Office 

11 shall be paid in accordance with the provisions of 

12 chapter 51 and subchapter III of chapter 53 of title 

13 5, United States Code, relating to classification and 

14 General Schedule pay rates. 

15 ‘‘(3) PROCUREMENT OF TEMPORARY AND

16 INTERMITTENT SERVICES.—The Independent Insur17 ance Advocate may procure temporary and intermit18 tent services under section 3109(b) of title 5, United 

19 States Code, at rates for individuals which do not 

20 exceed the daily equivalent of the annual rate of 

21 basic pay prescribed for Level V of the Executive 

22 Schedule under section 5316 of such title. 

23 ‘‘(4) DETAILS.—Any employee of the Federal 

24 Government may be detailed to the Office with or 

25 without reimbursement, and such detail shall be 


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1 without interruption or loss of civil service status or 

2 privilege. An employee of the Federal Government 

3 detailed to the Office shall report to and be subject 

4 to oversight by the Independent Insurance Advocate 

5 during the assignment to the office, and may be 

6 compensated by the branch, department, or agency 

7 from which the employee was detailed. 

8 ‘‘(5) INTERGOVERNMENTAL PERSONNEL.—The 

9 Independent Insurance Advocate may enter into 

10 agreements under subchapter VI of chapter 33 of 

11 title 5, United States Code, with State and local 

12 governments, institutions of higher education, Indian 

13 tribal governments, and other eligible organizations 

14 for the assignment of intermittent, part-time, and 

15 full-time personnel, on a reimbursable or non-reim16 bursable basis. 

17 ‘‘(h) ETHICS.— 

18 ‘‘(1) DESIGNATED ETHICS OFFICIAL.—The 

19 Legal Counsel of the Financial Stability Oversight 

20 Council, or in the absence of a Legal Counsel of the 

21 Council, the designated ethics official of any Council 

22 member agency, as chosen by the Independent In23 surance Advocate, shall be the ethics official for the 

24 Independent Insurance Advocate. 


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1 ‘‘(2) RESTRICTION ON REPRESENTATION.—In 

2 addition to any restriction under section 205(c) of 

3 title18, United States Code, except as provided in 

4 subsections (d) through (i) of section 205 of such 

5 title, the Independent Insurance Advocate (except in 

6 the proper discharge of official duties) shall not, 

7 with or without compensation, represent anyone to 

8 or before any officer or employee of— 

9 ‘‘(A) the Financial Stability Oversight 

10 Council on any matter; or 

11 ‘‘(B) the Department of Justice with re12 spect to litigation involving a matter described 

13 in subparagraph (A). 

14 ‘‘(3) COMPENSATION FOR SERVICES PROVIDED

15 BY ANOTHER.—For purposes of section 203 of title 

16 18, United States Code, and if a special government 

17 employee— 

18 ‘‘(A) the Independent Insurance Advocate 

19 shall not be subject to the restrictions of sub20 section (a)(1) of section 203,of title 18, United 

21 States Code, for sharing in compensation 

22 earned by another for representations on mat23 ters covered by such section; and 

24 ‘‘(B) a person shall not be subject to the 

25 restrictions of subsection (a)(2) of such section 


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1 for sharing such compensation with the Inde2 pendent Insurance Advocate. 

3 ‘‘(i) ADVISORY, TECHNICAL, AND PROFESSIONAL

4 COMMITTEES.—The Independent Insurance Advocate may 

5 appoint such special advisory, technical, or professional 

6 committees as may be useful in carrying out the functions 

7 of the Office and the members of such committees may 

8 be staff of the Office, or other persons, or both. 

9 ‘‘(j) MISSION AND FUNCTIONS.— 

10 ‘‘(1) MISSION.—In carrying out the functions 

11 under this subsection, the mission of the Office shall 

12 be to act as an independent advocate on behalf of 

13 the interests of United States policyholders on pru14 dential aspects of insurance matters of importance, 

15 and to provide perspective on protecting their inter16 ests, separate and apart from any other Federal 

17 agency or State insurance regulator. 

18 ‘‘(2) OFFICE.—The Office shall have the au19 thority— 

20 ‘‘(A) to coordinate Federal efforts on pru21 dential aspects of international insurance mat22 ters, including representing the United States, 

23 as appropriate, in the International Association 

24 of Insurance Supervisors (or a successor entity) 

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1 ered agreements (as such term is defined in 

2 subsection (q)) in coordination with States (in3 cluding State insurance commissioners) and the 

4 United States Trade Representative; 

5 ‘‘(B) to consult with the States (including 

6 State insurance regulators) regarding insurance 

7 matters of national importance and prudential 

8 insurance matters of international importance; 

9 ‘‘(C) to assist the Secretary in admin10 istering the Terrorism Insurance Program es11 tablished in the Department of the Treasury 

12 under the Terrorism Risk Insurance Act of 

13 2002 (15 U.S.C. 6701 note); 

14 ‘‘(D) to observe all aspects of the insur15 ance industry, including identifying issues or 

16 gaps in the regulation of insurers that could 

17 contribute to a systemic crisis in the insurance 

18 industry or the United States financial system; 

19 and 

20 ‘‘(E) to make determinations and exercise 

21 the authority under subsection (m) with respect 

22 to covered agreements and State insurance 

23 measures. 

24 ‘‘(3) MEMBERSHIP ON FINANCIAL STABILITY

25 OVERSIGHT COUNCIL.— 


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1 ‘‘(A) IN GENERAL.—The Independent In2 surance Advocate shall serve, pursuant to sec3 tion 111(b)(1)(J) of the Financial Stability Act 

4 of 2010 (12 U.S.C. 5321(b)(1)(J)), as a mem5 ber on the Financial Stability Oversight Coun6 cil. 

7 ‘‘(B) AUTHORITY.—To assist the Financial 

8 Stability Oversight Council with its responsibil9 ities to monitor international insurance develop10 ments, advise the Congress, and make rec11 ommendations, the Independent Insurance Ad12 vocate shall have the authority— 

13 ‘‘(i) to regularly consult with inter14 national insurance supervisors and inter15 national financial stability counterparts; 

16 ‘‘(ii) to consult with the Board of 

17 Governors of the Federal Reserve System 

18 and the States with respect to representing 

19 the United States, as appropriate, in the 

20 International Association of Insurance Su21 pervisors (including to become a non-voting 

22 member thereof), particularly on matters 

23 of systemic risk; 

24 ‘‘(iii) to participate at the Financial 

25 Stability Board of The Group of Twenty 


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1 and to join with other members from the 

2 United States including on matters related 

3 to insurance; and 

4 ‘‘(iv) to participate with the United 

5 States delegation to the Organization for 

6 Economic Cooperation and Development 

7 and observe and participate at the Insur8 ance and Private Pensions Committee. 

9 ‘‘(4) LIMITATIONS ON PARTICIPATION IN SU10 PERVISORY COLLEGES.—The Office may not engage 

11 in any activities that it is not specifically authorized 

12 to engage in under this section or any other provi13 sion of law, including participation in any super14 visory college or other meetings or fora for coopera15 tion and communication between the involved insur16 ance supervisors established for the fundamental 

17 purpose of facilitating the effectiveness of super18 vision of entities which belong to an insurance 

19 group. 

20 ‘‘(k) SCOPE.—The authority of the Office as specified 

21 and limited in this section shall extend to all lines of insur22 ance except— 

23 ‘‘(1) health insurance, as determined by the 

24 Secretary in coordination with the Secretary of 

25 Health and Human Services based on section 2791 


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1 of the Public Health Service Act (42 U.S.C. 300gg2 91); 

3 ‘‘(2) long-term care insurance, except long-term 

4 care insurance that is included with life or annuity 

5 insurance components, as determined by the Sec6 retary in coordination with the Secretary of Health 

7 and Human Services, and in the case of long-term 

8 care insurance that is included with such compo9 nents, the Secretary shall coordinate with the Sec10 retary of Health and Human Services in performing 

11 the functions of the Office; and 

12 ‘‘(3) crop insurance, as established by the Fed13 eral Crop Insurance Act (7 U.S.C. 1501 et seq.). 

14 ‘‘(l) ACCESS TO INFORMATION.—In carrying out the 

15 functions required under subsection (j), the Office may co16 ordinate with any relevant Federal agency and any State 

17 insurance regulator (or other relevant Federal or State 

18 regulatory agency, if any, in the case of an affiliate of an 

19 insurer) and any publicly available sources for the provi20 sion to the Office of publicly available information. Not21 withstanding any other provision of law, each such rel22 evant Federal agency and State insurance regulator or 

23 other Federal or State regulatory agency is authorized to 

24 provide to the Office such data or information. 


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1 ‘‘(m) PREEMPTION PURSUANT TO COVERED AGREE2 MENTS.— 

3 ‘‘(1) STANDARDS.—A State insurance measure 

4 shall be preempted pursuant to this section or sec5 tion 314 if, and only to the extent that the Inde6 pendent Insurance Advocate determines, in accord7 ance with this subsection, that the measure— 

8 ‘‘(A) results in less favorable treatment of 

9 a non-United States insurer domiciled in a for10 eign jurisdiction that is subject to a covered 

11 agreement than a United States insurer domi12 ciled, licensed, or otherwise admitted in that 

13 State; and 

14 ‘‘(B) is inconsistent with a covered agree15 ment. 

16 ‘‘(2) DETERMINATION.— 

17 ‘‘(A) NOTICE OF POTENTIAL INCONSIST18 ENCY.—Before making any determination 

19 under paragraph (1), the Independent Insur20 ance Advocate shall— 

21 ‘‘(i) notify and consult with the appro22 priate State regarding any potential incon23 sistency or preemption; 

24 ‘‘(ii) notify and consult with the 

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1 garding any potential inconsistency or pre2 emption; 

3 ‘‘(iii) cause to be published in the 

4 Federal Register notice of the issue re5 garding the potential inconsistency or pre6 emption, including a description of each 

7 State insurance measure at issue and any 

8 applicable covered agreement; 

9 ‘‘(iv) provide interested parties a rea10 sonable opportunity to submit written com11 ments to the Office; and 

12 ‘‘(v) consider any comments received. 

13 ‘‘(B) SCOPE OF REVIEW.—For purposes of 

14 this subsection, any determination of the Inde15 pendent Insurance Advocate regarding State in16 surance measures, and any preemption under 

17 paragraph (1) as a result of such determina18 tion, shall be limited to the subject matter con19 tained within the covered agreement involved 

20 and shall achieve a level of protection for insur21 ance or reinsurance consumers that is substan22 tially equivalent to the level of protection 

23 achieved under State insurance or reinsurance 

24 regulation. 


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1 ‘‘(C) NOTICE OF DETERMINATION OF IN2 CONSISTENCY.—Upon making any determina3 tion under paragraph (1), the Director shall— 

4 ‘‘(i) notify the appropriate State of 

5 the determination and the extent of the in6 consistency; 

7 ‘‘(ii) establish a reasonable period of 

8 time, which shall not be less than 30 days, 

9 before the determination shall become ef10 fective; and 

11 ‘‘(iii) notify the Committees on Finan12 cial Services and Ways and Means of the 

13 House of Representatives and the Commit14 tees on Banking, Housing, and Urban Af15 fairs and Finance of the Senate. 

16 ‘‘(3) NOTICE OF EFFECTIVENESS.—Upon the 

17 conclusion of the period referred to in paragraph 

18 (2)(C)(ii), if the basis for such determination still 

19 exists, the determination shall become effective and 

20 the Independent Insurance Advocate shall— 

21 ‘‘(A) cause to be published a notice in the 

22 Federal Register that the preemption has be23 come effective, as well as the effective date; and 

24 ‘‘(B) notify the appropriate State. 


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1 ‘‘(4) LIMITATION.—No State may enforce a 

2 State insurance measure to the extent that such 

3 measure has been preempted under this subsection. 

4 ‘‘(5) APPLICABILITY OF ADMINISTRATIVE PRO5 CEDURES ACT.—Determinations of inconsistency 

6 made pursuant to paragraph (2) shall be subject to 

7 the applicable provisions of subchapter II of chapter 

8 5 of title 5, United States Code (relating to adminis9 trative procedure), and chapter 7 of such title (relat10 ing to judicial review), except that in any action for 

11 judicial review of a determination of inconsistency, 

12 the court shall determine the matter de novo. 

13 ‘‘(n) CONSULTATION.—The Independent Insurance 

14 Advocate shall consult with State insurance regulators, in15 dividually or collectively, to the extent the Independent In16 surance Advocate determines appropriate, in carrying out 

17 the functions of the Office. 

18 ‘‘(o) NOTICES AND REQUESTS FOR COMMENT.—In 

19 addition to the other functions and duties specified in this 

20 section, the Independent Insurance Advocate may pre21 scribe such notices and requests for comment in the Fed22 eral Register as are deemed necessary related to and gov23 erning the manner in which the duties and authorities of 

24 the Independent Insurance Advocate are carried out; 


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1 ‘‘(p) SAVINGS PROVISIONS.—Nothing in this section 

2 shall— 

3 ‘‘(1) preempt— 

4 ‘‘(A) any State insurance measure that 

5 governs any insurer’s rates, premiums, under6 writing, or sales practices; 

7 ‘‘(B) any State coverage requirements for 

8 insurance; 

9 ‘‘(C) the application of the antitrust laws 

10 of any State to the business of insurance; or 

11 ‘‘(D) any State insurance measure gov12 erning the capital or solvency of an insurer, ex13 cept to the extent that such State insurance 

14 measure results in less favorable treatment of a 

15 non-United State insurer than a United States 

16 insurer; or 

17 ‘‘(2) affect the preemption of any State insur18 ance measure otherwise inconsistent with and pre19 empted by Federal law. 

20 ‘‘(q) RETENTION OF AUTHORITY OF FEDERAL FI21 NANCIAL REGULATORY AGENCIES.—Nothing in this sec22 tion or section 314 shall be construed to limit the author23 ity of any Federal financial regulatory agency, including 

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1 thorities, regulators, and multinational regulatory commit2 tees and to preempt State measures to affect uniformity 

3 with international regulatory agreements. 

4 ‘‘(r) RETENTION OF AUTHORITY OF UNITED STATES

5 TRADE REPRESENTATIVE.—Nothing in this section or 

6 section 314 shall be construed to affect the authority of 

7 the Office of the United States Trade Representative pur8 suant to section 141 of the Trade Act of 1974 (19 U.S.C. 

9 2171) or any other provision of law, including authority 

10 over the development and coordination of United States 

11 international trade policy and the administration of the 

12 United States trade agreements program. 

13 ‘‘(s) CONGRESSIONAL TESTIMONY.—The Inde14 pendent Insurance Advocate shall appear before the Com15 mittee on Financial Services of the House of Representa16 tives and the Committee on Banking, Housing, and Urban 

17 Affairs at semi-annual hearings and shall provide testi18 mony, which shall include submitting written testimony in 

19 advance of such appearances to such committees and to 

20 the Committee on Ways and Means of the House of Rep21 resentatives and the Committee on Finance of the Senate, 

22 on the following matters: 

23 ‘‘(1) OFFICE ACTIVITIES.—The efforts, activi24 ties, objectives, and plans of the Office. 


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1 ‘‘(2) SECTION 313(L) ACTIONS.—Any actions 

2 taken by the Office pursuant to subsection (l) (re3 garding preemption pursuant to covered agree4 ments). 

5 ‘‘(3) INSURANCE INDUSTRY.—The state of, and 

6 developments in, the insurance industry. 

7 ‘‘(4) U.S. AND GLOBAL INSURANCE AND REIN8 SURANCE MARKETS.—The breadth and scope of the 

9 global insurance and reinsurance markets and the 

10 critical role such markets plays in supporting insur11 ance in the United States and the ongoing impacts 

12 of part II of the Nonadmitted and Reinsurance Re13 form Act of 2010 on the ability of State regulators 

14 to access reinsurance information for regulated com15 panies in their jurisdictions. 

16 ‘‘(5) OTHER.—Any other matters as deemed 

17 relevant by the Independent Insurance Advocate or 

18 requested by such Committees. 

19 ‘‘(t) REPORT UPON END OF TERM OF OFFICE.—Not 

20 later than two months prior to the expiration of the term 

21 of office, or discontinuation of service, of each individual 

22 serving as the Independent Insurance Advocate, the Inde23 pendent Insurance Advocate shall submit a report to the 

24 Committees on Financial Services and Ways and Means 

25 of the House of Representatives and the Committees on 


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1 Banking, Housing, and Urban Affairs and Finance of the 

2 Senate setting forth recommendations regarding the Fi3 nancial Stability Oversight Council and the role, duties, 

4 and functions of the Independent Insurance Advocate. 

5 ‘‘(u) DEFINITIONS.—In this section and section 314, 

6 the following definitions shall apply: 

7 ‘‘(1) AFFILIATE.—The term ‘affiliate’ means, 

8 with respect to an insurer, any person who controls, 

9 is controlled by, or is under common control with the 

10 insurer. 

11 ‘‘(2) COVERED AGREEMENT.—The term ‘cov12 ered agreement’ means a written bilateral or multi13 lateral agreement regarding prudential measures 

14 with respect to the business of insurance or reinsur15 ance that— 

16 ‘‘(A) is entered into between the United 

17 States and one or more foreign governments, 

18 authorities, or regulatory entities; and 

19 ‘‘(B) relates to the recognition of pruden20 tial measures with respect to the business of in21 surance or reinsurance that achieves a level of 

22 protection for insurance or reinsurance con23 sumers that is substantially equivalent to the 

24 level of protection achieved under State insur25 ance or reinsurance regulation. 


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1 ‘‘(3) INSURER.—The term ‘insurer’ means any 

2 person engaged in the business of insurance, includ3 ing reinsurance. 

4 ‘‘(4) FEDERAL FINANCIAL REGULATORY AGEN5 CY.—The term ‘Federal financial regulatory agency’ 

6 means the Department of the Treasury, the Board 

7 of Governors of the Federal Reserve System, the Of8 fice of the Comptroller of the Currency, the Office 

9 of Thrift Supervision, the Securities and Exchange 

10 Commission, the Commodity Futures Trading Com11 mission, the Federal Deposit Insurance Corporation, 

12 the Federal Housing Finance Agency, or the Na13 tional Credit Union Administration. 

14 ‘‘(5) FINANCIAL STABILITY OVERSIGHT COUN15 CIL.—The term ‘Financial Stability Oversight Coun16 cil ’ means the Financial Stability Oversight Council 

17 established under section 111(a) of the Dodd-Frank 

18 Wall Street Reform and Consumer Protection Act 

19 (12 U.S.C. 5321(a)). 

20 ‘‘(6) MEMBER AGENCY.—The term ‘member 

21 agency’ has the meaning given such term in section 

22 111(a) of the Dodd-Frank Wall Street Reform and 

23 Consumer Protection Act (12 U.S.C. 5321(a)). 

24 ‘‘(7) NON-UNITED STATES INSURER.—The term 

25 ‘non-United States insurer’ means an insurer that is 


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1 organized under the laws of a jurisdiction other than 

2 a State, but does not include any United States 

3 branch of such an insurer. 

4 ‘‘(8) OFFICE.—The term ‘Office’ means the Of5 fice of the Independent Insurance Advocate estab6 lished by this section. 

7 ‘‘(9) STATE INSURANCE MEASURE.—The term 

8 ‘State insurance measure’ means any State law, reg9 ulation, administrative ruling, bulletin, guideline, or 

10 practice relating to or affecting prudential measures 

11 applicable to insurance or reinsurance. 

12 ‘‘(10) STATE INSURANCE REGULATOR.—The 

13 term ‘State insurance regulator’ means any State 

14 regulatory authority responsible for the supervision 

15 of insurers. 

16 ‘‘(11) SUBSTANTIALLY EQUIVALENT TO THE

17 LEVEL OF PROTECTION ACHIEVED.—The term ‘sub18 stantially equivalent to the level of protection 

19 achieved’ means the prudential measures of a for20 eign government, authority, or regulatory entity 

21 achieve a similar outcome in consumer protection as 

22 the outcome achieved under State insurance or rein23 surance regulation. 

24 ‘‘(12) UNITED STATES INSURER.—The term 

25 ‘United States insurer’ means— 


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1 ‘‘(A) an insurer that is organized under 

2 the laws of a State; or 

3 ‘‘(B) a United States branch of a non4 United States insurer.’’. 

5 (b) PAY AT LEVEL III OF EXECUTIVE SCHEDULE.— 

6 Section 5314 of title 5, United States Code, is amended 

7 by adding at the end the following new item: 

8 ‘‘Independent Insurance Advocate, Department 

9 of the Treasury.’’. 

10 (c) INDEPENDENCE.—Section 111 of Public Law 93– 

11 495 (12 U.S.C. 250) is amended— 

12 (1) by inserting ‘‘the Independent Insurance 

13 Advocate of the Department of the Treasury,’’ after 

14 ‘‘Federal Housing Finance Agency,’’; and 

15 (2) by inserting ‘‘or official’’ before ‘‘submitting 

16 them’’. 

17 (d) TRANSFER OF EMPLOYEES.—All employees of 

18 the Department of Treasury who are performing staff 

19 functions for the independent member of the Financial 

20 Stability Oversight Council under section 111(b)(2)(J) of 

21 the Dodd-Frank Wall Street Reform and Consumer Pro22 tection Act (12 U.S.C. 5321(b)(2)(J)) on a full-time 

23 equivalent basis as of the date of enactment of this Act 

24 shall be eligible for transfer to the Office of the Inde25 pendent Insurance Advocate established pursuant to the 


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1 amendment made by subsection (a) of this section for ap2 pointment as an employee and shall be transferred at the 

3 joint discretion of the Independent Insurance Advocate 

4 and the eligible employee. Any employee eligible for trans5 fer that is not appointed within 360 days from the date 

6 of enactment of this Act shall be eligible for detail under 

7 section 313(f)(4) of title 31, United States Code. 

8 (e) TEMPORARY SERVICE; TRANSITION.—Notwith9 standing the amendment made by subsection (a) of this 

10 section, during the period beginning on the date of the 

11 enactment of this Act and ending on the date on which 

12 the Independent Insurance Advocate is appointed and con13 firmed pursuant to section 313(b)(2) of title 31, United 

14 States Code, as amended by such amendment, the person 

15 serving, on such date of enactment, as the independent 

16 member of the Financial Stability Oversight Council pur17 suant to section 111(b)(1)(J) of the Dodd-Frank Wall 

18 Street Reform and Consumer Protection Act (12 U.S.C. 

19 5321(b)(1)(J)) shall act for all purposes as, and with the 

20 full powers of, the Independent Insurance Advocate. 

21 (f) COMPARABILITY IN COMPENSATION SCHED22 ULES.—Subsection (a) of section 1206 of the Financial 

23 Institutions Reform, Recovery, and Enforcement Act of 

24 1989 (12 U.S.C. 1833b(a)), as amended by section 

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1 fice of the Independent Insurance Advocate of the Depart2 ment of the Treasury,’’ before ‘‘and the Farm Credit Ad3 ministration,’’. 

4 (g) SENIOR EXECUTIVES.—Subparagraph (D) of sec5 tion 3132(a)(1) of title 5, United States Code, is amended 

6 by inserting ‘‘the Office of the Independent Insurance Ad7 vocate of the Department of the Treasury,’’ after ‘‘Fi8 nance Agency,’’. 

9 SEC. 1102. TREATMENT OF COVERED AGREEMENTS. 

10 Subsection (c) of section 314 of title 31, United 

11 States Code is amended— 

12 (1) by redesignating paragraphs (1) and (2) as 

13 paragraphs (2) and (3), respectively; and 

14 (2) by inserting before paragraph (2), as so re15 designated, the following new paragraph: 

16 ‘‘(1) the Secretary of the Treasury and the 

17 United States Trade Representative have caused to 

18 be published in the Federal Register, and made 

19 available for public comment for a period of not 

20 fewer than 30 days and not greater than 90 days 

21 (which period may run concurrently with the 90-day 

22 period for the covered agreement referred to in para23 graph (3)), the proposed text of the covered agree24 ment;’’. 


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1 TITLE XII—TECHNICAL 

2 CORRECTIONS 

3 SEC. 1201. TABLE OF CONTENTS; DEFINITIONAL CORREC4 TIONS. 

5 (a) TABLE OF CONTENTS.—The table of contents for 

6 the Dodd-Frank Wall Street Reform and Consumer Pro7 tection Act (Public Law 111–203; 124 Stat. 1376) is 

8 amended by striking the items relating to sections 407 

9 through 414 and inserting the following: 

‘‘Sec. 407. Exemption of and reporting by venture capital fund advisers. 

‘‘Sec. 408. Exemption of and reporting by certain private fund advisers. 

‘‘Sec. 409. Family offices. 

‘‘Sec. 410. State and Federal responsibilities; asset threshold for Federal registration of investment advisers. 

‘‘Sec. 411. Custody of client assets. 

‘‘Sec. 414. Rule of construction relating to the Commodity Exchange Act. 

‘‘Sec. 418. Qualified client standard. 

‘‘Sec. 419. Transition period.’’. 

10 (b) DEFINITIONS.—Section 2 of the Dodd-Frank 

11 Wall Street Reform and Consumer Protection Act (12 

12 U.S.C. 5301) is amended— 

13 (1) in paragraph (1)— 

14 (A) by striking ‘‘section 3’’ and inserting 

15 ‘‘section 3(w)’’; and 

16 (B) by striking ‘‘(12 U.S.C. 1813)’’ and 

17 inserting ‘‘(12 U.S.C. 1813(w))’’; 

18 (2) in paragraph (6), by striking ‘‘1 et seq.’’ 

19 and inserting ‘‘1a’’; and 

20 (3) in paragraph (18)(A)— 


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1 (A) by striking ‘‘ ‘bank holding company’,’’; 

2 and 

3 (B) by inserting ‘‘ ‘includes’,’’ before ‘‘ ‘in4 cluding’,’’. 

5 SEC. 1202. ANTITRUST SAVINGS CLAUSE CORRECTIONS. 

6 Section 6 of the Dodd-Frank Wall Street Reform and 

7 Consumer Protection Act (12 U.S.C. 5303) is amended, 

8 in the second sentence— 

9 (1) by inserting ‘‘(15 U.S.C. 12(a))’’ after 

10 ‘‘Clayton Act’’; and 

11 (2) by striking ‘‘Act, to’’ and inserting ‘‘Act (15 

12 U.S.C. 45) to’’. 

13 SEC. 1203. TITLE I CORRECTIONS. 

14 Title I of the Dodd-Frank Wall Street Reform and 

15 Consumer Protection Act (12 U.S.C. 5311 et seq.) is 

16 amended— 

17 (1) in section 102(a)(6) (12 U.S.C. 

18 5311(a)(6)), by inserting ‘‘(12 U.S.C. 1843(k))’’ 

19 after ‘‘of 1956’’ each place that term appears; 

20 (2) in section 111(c)(3) (12 U.S.C. 5321(c)(3)), 

21 by striking ‘‘that agency or department head’’ and 

22 inserting ‘‘the head of that member agency or de23 partment’’; 

24 (3) in section 112 (12 U.S.C. 5322)— 

25 (A) in subsection (a)(2)— 


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1 (i) in subparagraph (C) (as redesig2 nated by section 151)— 

3 (I) by striking ‘‘to monitor’’ and 

4 inserting ‘‘monitor’’; and 

5 (II) by striking ‘‘to advise’’ and 

6 inserting ‘‘advise’’; 

7 (ii) in subparagraph (H) (as redesig8 nated by section 151), by striking ‘‘may’’; 

9 and 

10 (B) in subsection (d)(5), by striking ‘‘sub11 section and subtitle B’’ each place such term 

12 appears and inserting ‘‘subtitle’’; and 

13 (4) in section 171(b)(4)(D) (12 U.S.C. 

14 5371(b)(4)(D)), by adding a period at the end. 

15 SEC. 1204. TITLE III CORRECTIONS. 

16 (a) IN GENERAL.—Title III of the Dodd-Frank Wall 

17 Street Reform and Consumer Protection Act (12 U.S.C. 

18 5401 et seq.) is amended— 

19 (1) in section 327(b)(5) (12 U.S.C. 

20 5437(b)(5)), by striking ‘‘in’’ and inserting ‘‘into’’; 

21 (2) in section 333(b)(2) (124 Stat. 1539), by 

22 inserting ‘‘the second place that term appears’’ be23 fore ‘‘and inserting’’; and 

24 (3) in section 369(5) (124 Stat. 1559)— 

25 (A) in subparagraph (D)(i)— 


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1 (i) in subclause (III), by redesignating 

2 items (aa), (bb), and (cc) as subitems 

3 (AA), (BB), and (CC), respectively, and 

4 adjusting the margins accordingly; 

5 (ii) in subclause (IV), by redesig6 nating items (aa) and (bb) as subitems 

7 (AA) and (BB), respectively, and adjusting 

8 the margins accordingly; 

9 (iii) in subclause (V), by redesignating 

10 items (aa), (bb), and (cc) as subitems 

11 (AA), (BB), and (CC), respectively, and 

12 adjusting the margins accordingly; and 

13 (iv) by redesignating subclauses (III), 

14 (IV), and (V) as items (bb), (cc), and (dd), 

15 respectively, and adjusting the margins ac16 cordingly; 

17 (B) in subparagraph (F)— 

18 (i) in clause (ii), by adding ‘‘and’’ at 

19 the end; 

20 (ii) in clause (iii), by striking ‘‘and’’ 

21 at the end and inserting a semicolon; and 

22 (iii) by striking clause (iv); and 

23 (C) in subparagraph (G)(i), by inserting 

24 ‘‘each place such term appears’’ before ‘‘and in25 serting’’. 


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1 (b) EFFECTIVE DATES.— 

2 (1) SECTION 333.—The amendment made by 

3 subsection (a)(2) of this section shall take effect as 

4 though enacted as part of subtitle C of title III of 

5 the Dodd-Frank Wall Street Reform and Consumer 

6 Protection Act (124 Stat. 1538). 

7 (2) SECTION 369.—The amendments made by 

8 subsection (a)(3) of this section shall take effect as 

9 though enacted as part of subtitle E of title III of 

10 the Dodd-Frank Wall Street Reform and Consumer 

11 Protection Act (124 Stat. 1546). 

12 SEC. 1205. TITLE IV CORRECTION. 

13 Section 414 of the Dodd-Frank Wall Street Reform 

14 and Consumer Protection Act (124 Stat. 1578) is amend15 ed in the section heading by striking ‘‘COMMODITIES’’ 

16 and inserting ‘‘COMMODITY’’. 

17 SEC. 1206. TITLE VI CORRECTIONS. 

18 (a) IN GENERAL.—Section 610 of the Dodd-Frank 

19 Wall Street Reform and Consumer Protection Act (124 

20 Stat. 1596) is amended— 

21 (1) by striking subsection (b); and 

22 (2) by redesignating subsection (c) as sub23 section (b). 

24 (b) EFFECTIVE DATE.—The amendments made by 

25 subsection (a) of this section shall take effect as though 


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1 enacted as part of section 610 of the Dodd-Frank Wall 

2 Street Reform and Consumer Protection Act (124 Stat. 

3 1611). 

4 SEC. 1207. TITLE VII CORRECTIONS. 

5 (a) IN GENERAL.—Title VII of the Dodd-Frank Wall 

6 Street Reform and Consumer Protection Act (15 U.S.C. 

7 8301 et seq.) is amended— 

8 (1) in section 719(c)(1)(B) (15 U.S.C. 

9 8307(c)(1)(B)), by adding a period at the end; 

10 (2) in section 723(a)(1)(B) (124 Stat. 1675), 

11 by inserting ‘‘, as added by section 107 of the Com12 modity Futures Modernization Act of 2000 (Appen13 dix E of Public Law 106–554; 114 Stat. 2763A– 

14 382),’’ after ‘‘subsection (i)’’; 

15 (3) in section 724(a), by striking ‘‘adding at the 

16 end’’ and inserting ‘‘inserting after subsection (e)’’; 

17 (4) in section 734(b)(1) (124 Stat. 1718), by 

18 striking ‘‘is amended’’ and all that follows through 

19 ‘‘(B) in’’ and inserting ‘‘is amended in’’; 

20 (5) in section 741(b)(10) (124 Stat. 1732), by 

21 striking ‘‘1a(19)(A)(iv)(II)’’ each place it appears 

22 and inserting ‘‘1a(18)(A)(iv)(II)’’; and 

23 (6) in section 749 (124 Stat. 1746)— 


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1 (A) in subsection (a)(2), by striking ‘‘add2 ing at the end’’ and inserting ‘‘inserting after 

3 subsection (f)’’; and 

4 (B) in subsection (h)(1)(B), by inserting 

5 ‘‘the second place that term appears’’ before the 

6 semicolon. 

7 (b) EFFECTIVE DATE.—The amendments made by 

8 paragraphs (3), (4), (5), and (6) of subsection (a) of this 

9 section shall take effect as though enacted as part of part 

10 II of subtitle A of title VII of the Dodd-Frank Wall Street 

11 Reform and Consumer Protection Act (124 Stat. 1658). 

12 SEC. 1208. TITLE IX CORRECTIONS. 

13 Section 939(h)(1) of the Dodd-Frank Wall Street Re14 form and Consumer Protection Act (124 Stat. 1887) is 

15 amended— 

16 (1) in the matter preceding subparagraph (A), 

17 by inserting ‘‘The’’ before ‘‘Commission’’; and 

18 (2) by striking ‘‘feasability’’ and inserting ‘‘fea19 sibility’’. 

20 SEC. 1209. TITLE X CORRECTIONS. 

21 (a) IN GENERAL.—Title X of the Dodd-Frank Wall 

22 Street Reform and Consumer Protection Act (12 U.S.C. 

23 5481 et seq.) is amended— 


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1 (1) in section 1002(12)(G) (12 U.S.C. 

2 5481(12)(G)), by striking ‘‘Home Owners’’ and in3 serting ‘‘Homeowners’’; 

4 (2) in section 1013(a)(1)(C) (12 U.S.C. 

5 5493(a)(1)(C)), by striking ‘‘section 11(1) of the 

6 Federal Reserve Act (12 U.S.C. 248(1))’’ and in7 serting ‘‘subsection (l) of section 11 of the Federal 

8 Reserve Act (12 U.S.C. 248(l)’’; 

9 (3) in section 1017(a)(2) (as so redesignated by 

10 section 712) (12 U.S.C. 5497(a)(5))— 

11 (A) in subparagraph (A), in the last sen12 tence by striking ‘‘716(c) of title 31, United 

13 States Code’’ and inserting ‘‘716 of title 31, 

14 United States Code’’; and 

15 (B) in subparagraph (C), by striking ‘‘sec16 tion 3709 of the Revised Statutes of the United 

17 States (41 U.S.C. 5)’’ and inserting ‘‘section 

18 6101 of title 41, United States Code’’; 

19 (4) in section 1027(d)(1)(B) (12 U.S.C. 

20 5517(d)(1)(B)), by inserting a comma after ‘‘(A)’’; 

21 (5) in section 1029(d) (12 U.S.C. 5519(d)), by 

22 striking the period after ‘‘Commission Act’’; 

23 (6) in section 1061(b)(7) (12 U.S.C. 

24 5581(b)(7))— 


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1 (A) by striking ‘‘Secretary of the Depart2 ment of Housing and Urban Development’’ 

3 each place that term appears and inserting 

4 ‘‘Department of Housing and Urban Develop5 ment’’; and 

6 (B) in subparagraph (A), by striking ‘‘(12 

7 U.S.C. 5102 et seq.)’’ and inserting ‘‘(12 

8 U.S.C. 5101 et seq.)’’; 

9 (7) in section 1063 (12 U.S.C. 5583)— 

10 (A) in subsection (f)(1)(B), by striking 

11 ‘‘that’’; and 

12 (B) in subsection (g)(1)(A)— 

13 (i) by striking ‘‘(12 U.S.C. 5102 et 

14 seq.)’’ and inserting ‘‘(12 U.S.C. 5101 et 

15 seq.)’’; and 

16 (ii) by striking ‘‘seq)’’ and inserting 

17 ‘‘seq.)’’; 

18 (8) in section 1064(i)(1)(A)(iii) (12 U.S.C. 

19 5584(i)(1)(A)(iii)), by inserting a period before ‘‘If 

20 an’’; 

21 (9) in section 1073(c)(2) (12 U.S.C. 

22 5601(c)(2))— 

23 (A) in the paragraph heading, by inserting 

24 ‘‘AND EDUCATION’’ after ‘‘FINANCIAL LIT25 ERACY’’; and 


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1 (B) by striking ‘‘its duties’’ and inserting 

2 ‘‘their duties’’; 

3 (10) in section 1076(b)(1) (12 U.S.C. 

4 5602(b)(1)), by inserting before the period at the 

5 end the following: ‘‘, the Agency may, after notice 

6 and opportunity for comment, prescribe regula7 tions’’; 

8 (11) in section 1077(b)(4)(F) (124 Stat. 2076), 

9 by striking ‘‘associates’’ and inserting ‘‘associate’s’’; 

10 (12) in section 1084(1) (124 Stat. 2081), by in11 serting a comma after ‘‘2009)’’; 

12 (13) in section 1089 (124 Stat. 2092)— 

13 (A) in paragraph (3)— 

14 (i) in subparagraph (A), by striking 

15 ‘‘and’’ at the end; and 

16 (ii) in subparagraph (B)(vi), by strik17 ing the period at the end and inserting ‘‘; 

18 and’’; and 

19 (B) by redesignating paragraph (4) as sub20 paragraph (C) and adjusting the margins ac21 cordingly; and 

22 (14) in section 1098(6) (124 Stat. 2104), by in23 serting ‘‘the first place that term appears’’ before 

24 ‘‘and’’. 


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1 (b) EFFECTIVE DATE.—The amendments made by 

2 paragraphs (11), (12), (13), (14), and (15) of subsection 

3 (a) shall take effect as though enacted as part of subtitle 

4 H of title X of the Dodd-Frank Wall Street Reform and 

5 Consumer Protection Act (124 Stat. 2080). 

6 SEC. 1210. TITLE XII CORRECTION. 

7 Title XII of the Dodd-Frank Wall Street Reform and 

8 Consumer Protection Act (124 Stat. 2129) is amended, 

9 in section 1208(b) (12 U.S.C. 5626(b)), by inserting ‘‘, 

10 as defined in section 103(10) of the Riegle Community 

11 Development and Regulatory Improvement Act of 1994 

12 (12 U.S.C. 4702(10)),’’ after ‘‘appropriated to the Fund’’. 

13 SEC. 1211. TITLE XIV CORRECTION. 

14 Title XIV of the Dodd-Frank Wall Street Reform and 

15 Consumer Protection Act (124 Stat. 2136) is amended, 

16 in section 1451(c) (12 U.S.C. 1701x–1(c)), by striking 

17 ‘‘pursuant’’. 

18 SEC. 1212. TECHNICAL CORRECTIONS TO OTHER STAT19 UTES. 

20 (a) ALTERNATIVE MORTGAGE TRANSACTION PARITY

21 ACT OF 1982.—The Alternative Mortgage Transaction 

22 Parity Act of 1982 (12 U.S.C. 3801 et seq.) is amended— 

23 (1) in section 802(a)(3) (12 U.S.C. 

24 3801(a)(3)), by striking ‘‘the Director of the Office 


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1 of Thrift Supervision’’ and inserting ‘‘the Consumer 

2 Law Enforcement Agency’’; 

3 (2) in section 804 (12 U.S.C. 3803)— 

4 (A) in subsection (a), by striking ‘‘the Di5 rector of the Office of Thrift Supervision’’ each 

6 place such term appears and inserting ‘‘the 

7 Comptroller of the Currency’’; and 

8 (B) in subsection (d)(1), by striking the 

9 comma after ‘‘Administration’’. 

10 (b) BANK HOLDING COMPANY ACT AMENDMENTS OF

11 1970.—Section 106(b)(1) of the Bank Holding Company 

12 Act Amendments of 1970 (12 U.S.C. 1972(1)) is amend13 ed, in the undesignated matter at the end, by striking 

14 ‘‘Federal Deposit Insurance Company’’ and inserting 

15 ‘‘Federal Deposit Insurance Corporation’’. 

16 (c) BALANCED BUDGET AND EMERGENCY DEFICIT

17 CONTROL ACT.—Section 255(g)(1)(A) of the Balanced 

18 Budget and Emergency Deficit Control Act of 1985 (2 

19 U.S.C. 905(g)(1)(A)) is amended by striking ‘‘Office of 

20 Thrift Supervision (20–4108–0–3–373).’’. 

21 (d) BRETTON WOODS AGREEMENTS ACT.—Section 

22 68(a)(1) of the Bretton Woods Agreements Act (22 U.S.C. 

23 286tt(a)(1)) is amended by striking ‘‘Fund ,’’ and insert24 ing ‘‘Fund,’’. 


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1 (e) CAN–SPAM ACT OF 2003.—Section 7(b)(1)(D) 

2 of the CAN–SPAM Act of 2003 (15 U.S.C. 

3 7706(b)(1)(D)) is amended by striking ‘‘Director of the 

4 Office of Thrift Supervision’’ and inserting ‘‘Comptroller 

5 of the Currency or the Board of Directors of Federal De6 posit Insurance Corporation, as applicable’’. 

7 (f) CHILDREN’S ONLINE PRIVACY PROTECTION ACT

8 OF 1998.—Section 1306(b)(2) of the Children’s Online 

9 Privacy Protection Act of 1998 (15 U.S.C. 6505(b)(2)) 

10 is amended by striking ‘‘Director of the Office of Thrift 

11 Supervision’’ and inserting ‘‘Comptroller of the Currency 

12 or the Board of Directors of Federal Deposit Insurance 

13 Corporation, as applicable’’. 

14 (g) COMMUNITY REINVESTMENT ACT OF 1977.—The 

15 Community Reinvestment Act of 1977 (12 U.S.C. 2901 

16 et seq.) is amended— 

17 (1) in section 803(1)(C) (12 U.S.C. 

18 2902(1)(C)), by striking the period at the end and 

19 inserting a semicolon; and 

20 (2) in section 806 (12 U.S.C. 2905), by striking 

21 ‘‘companies,,’’ and inserting ‘‘companies,’’. 

22 (h) CREDIT REPAIR ORGANIZATIONS ACT.—Section 

23 403(4) of the Credit Repair Organizations Act (15 U.S.C. 

24 1679a(4)) is amended by striking ‘‘103(e)’’ and inserting 

25 ‘‘103(f)’’. 


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1 (i) DEPOSITORY INSTITUTION MANAGEMENT INTER2 LOCKS ACT.—Section 205(9) of the Depository Institution 

3 Management Interlocks Act (12 U.S.C. 3204(9)) is 

4 amended by striking ‘‘Director of the Office of Thrift Su5 pervision’’ and inserting ‘‘appropriate Federal banking 

6 agency’’. 

7 (j) ECONOMIC GROWTH AND REGULATORY PAPER8 WORK REDUCTION ACT OF 1996.—Section 2227(a)(1) of 

9 the Economic Growth and Regulatory Paperwork Reduc10 tion Act of 1996 (12 U.S.C. 252(a)(1)) is amended by 

11 striking ‘‘the Director of the Office of Thrift Super12 vision,’’. 

13 (k) ELECTRONIC FUND TRANSFER ACT.—The Elec14 tronic Fund Transfer Act (15 U.S.C. 1693 et seq.) is 

15 amended— 

16 (1) in section 903 (15 U.S.C. 1693a)— 

17 (A) in paragraph (2), by striking ‘‘103(i)’’ 

18 and inserting ‘‘103(j)’’; and 

19 (B) by redesignating the first paragraph 

20 designated as paragraph (4) (defining the term 

21 ‘‘Board’’), as paragraph (3); 

22 (2) in section 904(a) (15 U.S.C. 1693b(a))— 

23 (A) by redesignating the second paragraph 

24 designated as paragraph (1) (relating to con25 sultation with other agencies), the second paraVerDate Sep 11 2014 22:41 Jun 13, 2017 Jkt 069200 PO 00000 Frm 00574 Fmt 6652 Sfmt 6201 E:\BILLS\H10.RFS H10

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1 graph designated as paragraph (2) (relating to 

2 the preparation of an analysis of economic im3 pact), paragraph (3), and paragraph (4), as 

4 subparagraphs (A), (B), (C), and (D), respec5 tively, and adjusting the margins accordingly; 

6 (B) by striking ‘‘In prescribing such regu7 lations, the Board shall:’’ and inserting the fol8 lowing: 

9 ‘‘(3) REGULATIONS.—In prescribing regulations 

10 under this subsection, the Agency and the Board 

11 shall—’’; 

12 (C) in paragraph (3)(C), as so redesig13 nated, by striking ‘‘the Board shall’’; and 

14 (D) in paragraph (3)(D), as so redesig15 nated— 

16 (i) by inserting ‘‘send promptly’’ be17 fore ‘‘any’’; and 

18 (ii) by striking ‘‘shall be sent prompt19 ly to Congress by the Board’’ and inserting 

20 ‘‘to Congress’’; 

21 (3) in section 909(c) (15 U.S.C. 1693g(c)), by 

22 striking ‘‘103(e)’’ and inserting ‘‘103(f)’’; 

23 (4) in section 918(a)(4) (15 U.S.C. 

24 1693o(a)(4), by striking ‘‘Act and’’ and inserting 

25 ‘‘Act; and’’; 


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1 (5) by redesignating the section added by sec2 tion 1073(4) of the Dodd-Frank Wall Street Reform 

3 and Consumer Protection Act (relating to remittance 

4 transfers) (15 U.S.C. 1693o–1) as section 920 of 

5 the Electronic Fund Transfer Act; 

6 (6) by redesignating the section headed ‘‘Rea7 sonable fees and rules for payment card transaction’’ 

8 (15 U.S.C. 1693o–2) as section 921 of the Elec9 tronic Fund Transfer Act; 

10 (7) by redesignating the section headed ‘‘Rela11 tion to State laws’’ (15 U.S.C. 1693q) as section 

12 922 of the Electronic Fund Transfer Act; 

13 (8) by redesignating the section headed ‘‘Ex14 emption for State regulation’’ (15 U.S.C. 1693r) as 

15 section 923 of the Electronic Fund Transfer Act; 

16 and 

17 (9) by redesignating the section headed ‘‘Effec18 tive date’’ (15 U.S.C. 1693 note) as section 924 of 

19 the Electronic Fund Transfer Act. 

20 (l) EMERGENCY ECONOMIC STABILIZATION ACT OF

21 2008.—Section 101(b) of the Emergency Economic Sta22 bilization Act of 2008 (12 U.S.C. 5211(b)) is amended 

23 by striking ‘‘the Director of the Office of Thrift Super24 vision,’’. 


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1 (m) EQUAL CREDIT OPPORTUNITY ACT.—The Equal 

2 Credit Opportunity Act (15 U.S.C. 1691 et seq.) is 

3 amended— 

4 (1) in section 703 (15 U.S.C. 1691b)— 

5 (A) in each of subsections (c) and (d), by 

6 striking ‘‘paragraph’’ each place that term ap7 pears and inserting ‘‘subsection’’; and 

8 (B) in subsection (g), by adding a period 

9 at the end; 

10 (2) in section 704 (15 U.S.C. 1691c)— 

11 (A) in subsection (a)— 

12 (i) by striking ‘‘Consumer Protection 

13 Financial Protection Act of 2010 with’’ 

14 and inserting ‘‘Consumer Financial Protec15 tion Act of 2010, compliance with’’; 

16 (ii) in paragraph (1)— 

17 (I) by striking ‘‘section 8’’ and 

18 inserting ‘‘Section 8’’; and 

19 (II) in subparagraph (C), by 

20 striking ‘‘banks;’’ and inserting 

21 ‘‘banks.’’; 

22 (iii) in each of paragraphs (6) and 

23 (7), by striking the semicolon at the end 

24 and inserting a period; and 


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1 (iv) in paragraph (8), by striking ‘‘; 

2 and’’ and inserting a period; and 

3 (B) in subsection (c), in the second sen4 tence, by striking ‘‘subchapter’’ and inserting 

5 ‘‘title’’; and 

6 (3) in section 706(k) (15 U.S.C. 1691e(k)), by 

7 striking ‘‘, (2), or (3)’’ and inserting ‘‘or (2)’’. 

8 (n) EXPEDITED FUNDS AVAILABILITY ACT.—The 

9 Expedited Funds Availability Act (12 U.S.C. 4001 et seq.) 

10 is amended— 

11 (1) in section 605(f)(2)(A) (12 U.S.C. 

12 4004(f)(2)(A)), by striking ‘‘,,’’ and inserting a 

13 semicolon; and 

14 (2) in section 610(a)(2) (12 U.S.C. 

15 4009(a)(2)), by striking ‘‘Director of the Office of 

16 Thrift Supervision’’ and inserting ‘‘Comptroller of 

17 the Currency and the Board of Directors of the Fed18 eral Deposit Insurance Corporation, as appro19 priate,’’. 

20 (o) FAIR CREDIT REPORTING ACT.—The Fair Credit 

21 Reporting Act (15 U.S.C. 1681 et seq.) is amended— 

22 (1) in section 603 (15 U.S.C. 1681a)— 

23 (A) in subsection (d)(2)(D), by striking 

24 ‘‘(x)’’ and inserting ‘‘(y)’’; 


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1 (B) in subsection (q)(5), by striking 

2 ‘‘103(i)’’ and inserting ‘‘103(j)’’; and 

3 (C) in subsection (v), by striking ‘‘Bureau’’ 

4 and inserting ‘‘Federal Trade Commission’’; 

5 (2) in section 604 (15 U.S.C. 1681b)— 

6 (A) in subsection (b)— 

7 (i) in paragraph (2)(B)(i), by striking 

8 ‘‘section 615(a)(3)’’ and inserting ‘‘section 

9 615(a)(4)’’; 

10 (ii) in paragraph (3)(B)(ii), by strik11 ing ‘‘clause (B)(i)(IV)’’ and inserting 

12 ‘‘clause (i)(IV)’’; 

13 (iii) in paragraph (4)(A)(ii), by insert14 ing ‘‘and’’ after the semicolon; and 

15 (iv) by striking ‘‘section 609(c)(3)’’ 

16 each place that term appears and inserting 

17 ‘‘section 609(c)’’; and 

18 (B) in subsection (g)(5), by striking 

19 ‘‘PARAGRAPH (2).—’’ and all that follows 

20 through ‘‘The Bureau’’ and inserting ‘‘PARA21 GRAPH (2).—The Agency’’; 

22 (3) in section 605 (15 U.S.C. 1681c)— 

23 (A) in subsection (f), by striking ‘‘who’’ 

24 and inserting ‘‘which’’; and 

25 (B) in subsection (h)(2)(A)— 


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1 (i) by striking ‘‘shall,,’’ and inserting 

2 ‘‘shall,’’; and 

3 (ii) by striking ‘‘Commission,,’’ and 

4 inserting ‘‘Commission,’’; 

5 (4) in paragraphs (1)(A), (1)(B)(i), (2)(A)(i), 

6 and (2)(B) of section 605A(h) (15 U.S.C. 1681c– 

7 1(h))— 

8 (A) by striking ‘‘103(i)’’ each place that 

9 term appears and inserting ‘‘103(j)’’ ; and 

10 (B) by striking ‘‘open-end’’ each place that 

11 term appears and inserting ‘‘open end’’; 

12 (5) in section 607(e)(3)(A) (15 U.S.C. 

13 1681e(e)(3)(A)), by striking ‘‘section 

14 604(b)(4)(E)(i)’’ and inserting ‘‘section 

15 604(b)(4)(D)(i)’’; 

16 (6) in section 609 (15 U.S.C. 1681g)— 

17 (A) in subsection (a)(3)(C)(i), by striking 

18 ‘‘section 604(b)(4)(E)(i)’’ and inserting ‘‘sec19 tion 604(b)(4)(D)(i)’’; 

20 (B) in subsection (c)(1)— 

21 (i) in the paragraph heading, by strik22 ing ‘‘COMMISSION’’ and inserting ‘‘BU23 REAU’’; and 

24 (ii) in subparagraph (B)(vi), by strik25 ing ‘‘603(w)’’ and inserting ‘‘603(x)’’; 


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1 (C) in subsection (e)(2)(B)(ii)(II), by strik2 ing ‘‘an’’; and 

3 (D) by striking ‘‘The Commission’’ each 

4 place that term appears and inserting ‘‘The Bu5 reau’’; 

6 (7) in section 610 (15 U.S.C. 1681h)— 

7 (A) in subsection (b)(1), by inserting ‘‘sec8 tion’’ after ‘‘under’’; and 

9 (B) in subsection (e), by inserting a 

10 comma after ‘‘on the report’’; 

11 (8) in section 611 (15 U.S.C. 1681i), by strik12 ing ‘‘The Commission’’ each place that term appears 

13 and inserting ‘‘The Agency’’; 

14 (9) in section 612 (15 U.S.C. 1681j)— 

15 (A) in subsection (a)(1)— 

16 (i) by striking ‘‘(w)’’ and inserting 

17 ‘‘(x)’’; and 

18 (ii) in subparagraph (C), by striking 

19 ‘‘603(w)’’ each place that term appears 

20 and inserting ‘‘603(x)’’; 

21 (B) in subsection (g), by striking 

22 ‘‘televison’’ and inserting ‘‘television’’; and 

23 (C) by striking ‘‘The Commission’’ each 

24 place that term appears and inserting ‘‘The Bu25 reau’’; 


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1 (10) in section 621 (15 U.S.C. 1681s)— 

2 (A) in subsection (a)(1), in the first sen3 tence, by striking ‘‘, subsection (b)’’; 

4 (B) in subsection (e)(2), by inserting a pe5 riod after ‘‘provisions of this title’’; and 

6 (C) in subsection (f)(2), by striking ‘‘The 

7 Commission’’ and inserting ‘‘The Agency’’ and 

8 (11) in section 623(a)(5) (15 U.S.C. 1681s– 

9 2(a)(5)), by striking ‘‘OF ACCOUNTS.—(A) IN GEN10 ERAL.—A person’’ and inserting ‘‘OF ACCOUNTS.— 

11 ‘‘(A) IN GENERAL.—A person’’. 

12 (p) FEDERAL CREDIT UNION ACT.—Section 

13 206(g)(7)(D)(iv) of the Federal Credit Union Act (12 

14 U.S.C. 1786(g)(7)(D)(iv)) is amended by striking the 

15 semicolon at the end and inserting a period. 

16 (q) FEDERAL DEPOSIT INSURANCE ACT.—The Fed17 eral Deposit Insurance Act (12 U.S.C. 1811 et seq.) is 

18 amended— 

19 (1) in section 3(q)(2)(C) (12 U.S.C. 

20 1813(q)(2)(C)), by adding ‘‘and’’ at the end; 

21 (2) in section 7 (12 U.S.C. 1817)— 

22 (A) in subsection (b)(2)— 

23 (i) in subparagraph (A), by striking 

24 ‘‘(D)’’ and inserting ‘‘(C)’’; and 


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1 (ii) by redesignating subparagraphs 

2 (D) and (E) as subparagraphs (C) and 

3 (D), respectively; and 

4 (B) in subsection (e)(2)(C), by adding a 

5 period at the end; 

6 (3) in section 8 (12 U.S.C. 1818)— 

7 (A) in subsection (b)(3), by striking 

8 ‘‘Act))’’ and inserting ‘‘Act)’’; and 

9 (B) in subsection (t)(2)(C), by striking 

10 ‘‘depositors or’’ and inserting ‘‘depositors; or’’; 

11 (4) in section 11 (12 U.S.C. 1821)— 

12 (A) in subsection (d)(2)(I)(ii), by striking 

13 ‘‘and section 21A(b)(4)’’; and 

14 (B) in subsection (m), in each of para15 graphs (16) and (18), by striking the comma 

16 after ‘‘Comptroller of the Currency’’ each place 

17 it appears; and 

18 (5) in section 26(a) (12 U.S.C. 1831c(a)), by 

19 striking ‘‘Holding Company Act’’ each place that 

20 term appears and inserting ‘‘Holding Company Act 

21 of 1956’’. 

22 (r) FEDERAL FIRE PREVENTION AND CONTROL ACT

23 OF 1974.—Section 31(a)(5)(B) of the Federal Fire Pre24 vention and Control Act of 1974 (15 U.S.C. 

25 2227(a)(5)(B)) is amended by striking ‘‘the Federal DeVerDate Sep 11 2014 22:41 Jun 13, 2017 Jkt 069200 PO 00000 Frm 00583 Fmt 6652 Sfmt 6201 E:\BILLS\H10.RFS H10

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1 posit Insurance Corporation’’ and all that follows through 

2 the period and inserting ‘‘or the Federal Deposit Insur3 ance Corporation under the affordable housing program 

4 under section 40 of the Federal Deposit Insurance Act.’’. 

5 (s) FEDERAL HOME LOAN BANK ACT.—The Federal 

6 Home Loan Bank Act (12 U.S.C. 1421 et seq.) is amend7 ed— 

8 (1) in section 10(h)(1) (12 U.S.C. 1430(h)(1)), 

9 by striking ‘‘Director of the Office of Thrift Super10 vision’’ and inserting ‘‘Comptroller of the Currency 

11 or the Board of Directors of the Federal Deposit In12 surance Corporation, as applicable’’; and 

13 (2) in section 22(a) (12 U.S.C. 1442(a))— 

14 (A) in the matter preceding paragraph (1), 

15 by striking ‘‘Comptroller of the Currency’’ and 

16 all that follows through ‘‘Supervision’’ and in17 serting ‘‘Comptroller of the Currency, the 

18 Chairman of the Board of Governors of the 

19 Federal Reserve System, the Chairperson of the 

20 Federal Deposit Insurance Corporation, and the 

21 Chairman of the National Credit Union Admin22 istration’’; and 

23 (B) in the undesignated matter following 

24 paragraph (2), by striking ‘‘Comptroller of the 

25 Currency’’ and all that follows through ‘‘SuperVerDate Sep 11 2014 22:41 Jun 13, 2017 Jkt 069200 PO 00000 Frm 00584 Fmt 6652 Sfmt 6201 E:\BILLS\H10.RFS H10

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1 vision’’ and inserting ‘‘Comptroller of the Cur2 rency, the Chairman of the Board of Governors 

3 of the Federal Reserve System, and the Chair4 man of the National Credit Union Administra5 tion’’. 

6 (t) FEDERAL RESERVE ACT.—Paragraph (8)(B) of 

7 section 11(s) of the Federal Reserve Act (headed ‘‘Federal 

8 Reserve Transparency and Release of Information’’) (12 

9 U.S.C. 248) is amended by striking ‘‘this section’’ and in10 serting ‘‘this subsection’’. 

11 (u) FINANCIAL INSTITUTIONS REFORM, RECOVERY, 

12 AND ENFORCEMENT ACT OF 1989.—The Financial Insti13 tutions Reform, Recovery, and Enforcement Act of 1989 

14 (Public Law 101–73; 103 Stat. 183) is amended in section 

15 1121(6) (12 U.S.C. 3350(6)), by striking ‘‘the Office of 

16 Thrift Supervision,’’. 

17 (v) GRAMM-LEACH-BLILEY ACT.—The Gramm18 Leach-Bliley Act (Public Law 106–102; 113 Stat. 1338) 

19 is amended— 

20 (1) in section 132(a) (12 U.S.C. 1828b(a)), by 

21 striking ‘‘the Director of the Office of Thrift Super22 vision,’’; 

23 (2) in section 206(a) (15 U.S.C. 78c note), by 

24 striking ‘‘Except as provided in subsection (e), for’’ 

25 and inserting ‘‘For’’; 


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1 (3) in section 502(e)(5) (15 U.S.C. 6802(e)(5)), 

2 by striking ‘‘a Federal’’ and inserting ‘‘, a Federal’’; 

3 (4) in section 504(a)(2) (15 U.S.C. 

4 6804(a)(2)), by striking ‘‘and, as appropriate, and 

5 with’’ and inserting ‘‘and, as appropriate, with’’; 

6 (5) in section 509(2) (15 U.S.C. 6809(2))— 

7 (A) by striking subparagraph (D); and 

8 (B) by redesignating subparagraphs (E) 

9 and (F) as subparagraphs (D) and (E), respec10 tively; and 

11 (6) in section 522(b)(1)(A)(iv) (15 U.S.C. 

12 6822(b)(1)(A)(iv)), by striking ‘‘Director of the Of13 fice of Thrift Supervision’’ and inserting ‘‘Comp14 troller of the Currency and the Board of Directors 

15 of the Federal Deposit Insurance Corporation, as 

16 appropriate’’. 

17 (w) HELPING FAMILIES SAVE THEIR HOMES ACT OF

18 2009.—Section 104 of the Helping Families Save Their 

19 Homes Act of 2009 (12 U.S.C. 1715z–25) is amended— 

20 (1) in subsection (a)— 

21 (A) in the matter preceding paragraph 

22 (1)— 

23 (i) by striking ‘‘and the Director of 

24 the Office of Thrift Supervision, shall 

25 jointly’’ and inserting ‘‘shall’’; 


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1 (ii) by striking ‘‘Senate,’’ and insert2 ing ‘‘Senate and’’; 

3 (iii) by striking ‘‘and the Office of 

4 Thrift Supervision’’; and 

5 (iv) by striking ‘‘each such’’ and in6 serting ‘‘such’’; and 

7 (B) in paragraph (1), by striking ‘‘and the 

8 Office of Thrift Supervision’’; and 

9 (2) in subsection (b)(1)— 

10 (A) in subparagraph (A)— 

11 (i) in the first sentence— 

12 (I) by striking ‘‘and the Director 

13 of the Office of Thrift Supervision,’’; 

14 and 

15 (II) by striking ‘‘or the Direc16 tor’’; and 

17 (ii) in the second sentence, by striking 

18 ‘‘and the Director of the Office of Thrift 

19 Supervision’’; and 

20 (B) in subparagraph (B), by striking ‘‘and 

21 the Director of the Office of Thrift Super22 vision’’. 

23 (x) HOME MORTGAGE DISCLOSURE ACT OF 1975.— 

24 The Home Mortgage Disclosure Act of 1975 (12 U.S.C. 

25 2801 et seq.) is amended— 


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1 (1) in section 304— 

2 (A) in subsection (b)(5)(A), by striking 

3 ‘‘15 U.S.C. 1602(aa)(4)’’ and inserting ‘‘section 

4 103(aa)(4) of the Truth in Lending Act’’; and 

5 (B) in subsection (j)(3) (12 U.S.C. 

6 2803(j)(3)), by adding a period at the end; and 

7 (2) in section 305(b)(1)(A) (12 U.S.C. 

8 2804(b)(1)(A))— 

9 (A) in the matter preceding clause (i), by 

10 inserting ‘‘by’’ before ‘‘the appropriate Federal 

11 banking agency’’; and 

12 (B) in clause (iii), by striking ‘‘bank as,’’ 

13 and inserting ‘‘bank, as’’. 

14 (y) HOME OWNERS’ LOAN ACT.—The Home Owners’ 

15 Loan Act (12 U.S.C. 1461 et seq.) is amended— 

16 (1) in section 5 (12 U.S.C. 1464)— 

17 (A) in subsection (d)(2)(E)(ii)— 

18 (i) in the first sentence, by striking 

19 ‘‘Except as provided in section 21A of the 

20 Federal Home Loan Bank Act, the’’ and 

21 inserting ‘‘The’’; and 

22 (ii) by striking ‘‘, at the Director’s 

23 discretion,’’; 

24 (B) in subsection (i)(6), by striking ‘‘the 

25 Office of Thrift Supervision or’’; 


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1 (C) in subsection (m), by striking ‘‘Direc2 tor’s’’ each place that term appears and insert3 ing ‘‘appropriate Federal banking agency’s’’; 

4 (D) in subsection (n)(9)(B), by striking 

5 ‘‘Director’s’’ and inserting ‘‘Comptroller’s’’; and 

6 (E) in subsection (s)— 

7 (i) in paragraph (1)— 

8 (I) in the matter preceding sub9 paragraph (A), by striking ‘‘of such 

10 Act)’’ and all that follows through 

11 ‘‘shall require’’ and inserting ‘‘of such 

12 Act), the appropriate Federal banking 

13 agency shall require’’; and 

14 (II) in subparagraph (B), by 

15 striking ‘‘other methods’’ and all that 

16 follows through ‘‘determines’’ and in17 serting ‘‘other methods as the appro18 priate Federal banking agency deter19 mines’’; 

20 (ii) in paragraph (2)— 

21 (I) by striking ‘‘DETERMINED’’ 

22 and all that follows through ‘‘may, 

23 consistent’’ and inserting ‘‘DETER24 MINED BY APPROPRIATE FEDERAL

25 BANKING AGENCY CASE-BY-CASE.— 


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1 The appropriate Federal banking 

2 agency may, consistent’’; and 

3 (II) by striking ‘‘capital-to-as4 sets’’ and all that follows through 

5 ‘‘determines to be necessary’’ and in6 serting ‘‘capital-to-assets as the ap7 propriate Federal banking agency de8 termines to be necessary’’; and 

9 (iii) in paragraph (3)— 

10 (I) by striking ‘‘agency, may’’ 

11 and inserting ‘‘agency may’’; and 

12 (II) by striking ‘‘the Comp13 troller’’ and inserting ‘‘the appro14 priate Federal banking agency’’; 

15 (2) in section 6(c) (12 U.S.C. 1465(c)), by 

16 striking ‘‘sections’’ and inserting ‘‘section’’; 

17 (3) in section 10 (12 U.S.C. 1467a)— 

18 (A) in subsection (b)(6), by striking 

19 ‘‘time’’ and all that follows through ‘‘release’’ 

20 and inserting ‘‘time, upon the motion or appli21 cation of the Board, release’’; 

22 (B) in subsection (c)(2)(H)— 

23 (i) in the matter preceding clause 

24 (i)— 


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1 (I) by striking ‘‘1841(p))’’ and 

2 inserting ‘‘1841(p)))’’; and 

3 (II) by inserting ‘‘(12 U.S.C. 

4 1843(k))’’ before ‘‘if—’’; and 

5 (ii) in clause (i), by inserting ‘‘of 1956 

6 (12 U.S.C. 1843(l) and (m))’’ after ‘‘Com7 pany Act’’; and 

8 (C) in subsection (e)(7)(B)(iii)— 

9 (i) by striking ‘‘Board of the Office of 

10 Thrift Supervision’’ and inserting ‘‘Direc11 tor of the Office of Thrift Supervision’’; 

12 and 

13 (ii) by inserting ‘‘, as defined in sec14 tion 2 of the Dodd-Frank Wall Street Re15 form and Consumer Protection Act (12 

16 U.S.C. 5301)’’ after ‘‘transfer date’’; and 

17 (4) in section 13 (12 U.S.C. 1468b), by striking 

18 ‘‘the a’’ and inserting ‘‘a’’. 

19 (z) HOUSING ACT OF 1948.—Section 502(c)(3) of 

20 the Housing Act of 1948 (12 U.S.C. 1701c(c)(3)) is 

21 amended by striking ‘‘Federal Home Loan Bank Agency’’ 

22 and inserting ‘‘Federal Housing Finance Agency’’. 

23 (aa) HOUSING AND URBAN DEVELOPMENT ACT OF

24 1968.—Section 106(h)(5) of the Housing and Urban DeVerDate Sep 11 2014 22:41 Jun 13, 2017 Jkt 069200 PO 00000 Frm 00591 Fmt 6652 Sfmt 6201 E:\BILLS\H10.RFS H10

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1 velopment Act of 1968 (12 U.S.C. 1701x(h)(5)) is amend2 ed by striking ‘‘authorised’’ and inserting ‘‘authorized’’. 

3 (bb) INTERNATIONAL BANKING ACT OF 1978.—Sec4 tion 15 of the International Banking Act of 1978 (12 

5 U.S.C. 3109) is amended— 

6 (1) in each of subsections (a) and (b)— 

7 (A) by striking ‘‘, and Director of the Of8 fice of Thrift Supervision’’ each place that term 

9 appears; and 

10 (B) by inserting ‘‘and’’ before ‘‘Federal 

11 Deposit’’ each place that term appears; 

12 (2) in subsection (a), by striking ‘‘Comptroller, 

13 Corporation, or Director’’ and inserting ‘‘Comp14 troller of the Currency, or Corporation’’; and 

15 (3) in subsection (c)(4)— 

16 (A) by inserting ‘‘and’’ before ‘‘the Federal 

17 Deposit’’; and 

18 (B) by striking ‘‘, and the Director of the 

19 Office of Thrift Supervision’’. 

20 (cc) INTERNATIONAL LENDING SUPERVISION ACT OF

21 1983.—Section 912 of the International Lending Super22 vision Act of 1983 (12 U.S.C. 3911) is amended— 

23 (1) by amending the section heading to read as 

24 follows: ‘‘EQUAL REPRESENTATION FOR FED25 ERAL DEPOSIT INSURANCE CORPORATION’’; 


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1 (2) by striking ‘‘(a) IN GENERAL.—’’; 

2 (3) by striking subsection (b); and 

3 (4) by striking ‘‘4’’ and inserting ‘‘3’’. 

4 (dd) INTERSTATE LAND SALES FULL DISCLOSURE

5 ACT.—The Interstate Land Sales Full Disclosure Act (15 

6 U.S.C. 1701 et seq.) is amended in each of section 

7 1411(b) (15 U.S.C. 1710(b)) and subsections (b)(4) and 

8 (d) of section 1418a (15 U.S.C. 1717a), by striking ‘‘Sec9 retary’s’’ each place that term appears and inserting ‘‘Di10 rector’s’’. 

11 (ee) INVESTMENT ADVISERS ACT OF 1940.—Section 

12 224 of the Investment Company Act of 1940 (15 U.S.C. 

13 80b–18c) is amended in the heading of the section by 

14 striking ‘‘COMMODITIES’’ and inserting ‘‘COM15 MODITY’’. 

16 (ff) LEGAL CERTAINTY FOR BANK PRODUCTS ACT

17 OF 2000.—Section 403(b)(1) of the Legal Certainty for 

18 Bank Products Act of 2000 (7 U.S.C. 27a(b)(1)) is 

19 amended by striking ‘‘that section’’ and inserting ‘‘sec20 tion’’. 

21 (gg) PUBLIC LAW 93–495.—Section 111 of Public 

22 Law 93–495 (12 U.S.C. 250) is amended by striking ‘‘the 

23 Director of the Office of Thrift Supervision,’’. 

24 (hh) REVISED STATUTES OF THE UNITED STATES.— 

25 Section 5136C(i) of the Revised Statutes of the United 


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1 States (12 U.S.C. 25b(i)) is amended by striking ‘‘POW2 ERS.—’’ and all that follows through ‘‘In accordance’’ and 

3 inserting ‘‘POWERS.—In accordance’’. 

4 (ii) RIEGLE COMMUNITY DEVELOPMENT AND REGU5 LATORY IMPROVEMENT ACT OF 1994.—Section 117(e) of 

6 the Riegle Community Development and Regulatory Im7 provement Act of 1994 (12 U.S.C. 4716(e)) is amended 

8 by striking ‘‘the Director of the Office of Thrift Super9 vision,’’. 

10 (jj) S.A.F.E. MORTGAGE LICENSING ACT OF 2008.— 

11 Section 1514 of the S.A.F.E. Mortgage Licensing Act of 

12 2008 (12 U.S.C. 5113) is amended in each of subsections 

13 (b)(5) and (c)(4)(C), by striking ‘‘Secretary’s’’ each place 

14 that term appears and inserting ‘‘Director’s’’. 

15 (kk) SECURITIES EXCHANGE ACT OF 1934.—The 

16 Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) 

17 is amended— 

18 (1) in section 3D(d)(10)(A) (15 U.S.C. 78c– 

19 4(d)(10)(A)), by striking ‘‘taking’’ and inserting 

20 ‘‘take’’; 

21 (2) in section 3E(b)(1) (15 U.S.C. 78c– 

22 5(b)(1)), by striking ‘‘though’’ and inserting 

23 ‘‘through’’; 


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1 (3) in section 4(g)(8)(A) (15 U.S.C. 

2 78d(g)(8)(A)), by striking ‘‘(2)(A)(i)’’ and inserting 

3 ‘‘(2)(A)(ii)’’; 

4 (4) in section 15 (15 U.S.C. 78o)— 

5 (A) in each of subparagraphs (B)(ii) and 

6 (C) of subsection (b)(4), by striking ‘‘dealer 

7 municipal advisor,,’’ and inserting ‘‘dealer, mu8 nicipal advisor,’’; 

9 (B) by redesignating subsection (j) (relat10 ing to the authority of the Commission) as sub11 section (p) and moving that subsection after 

12 subsection (o); 

13 (C) as amended by section 841(d), by re14 designating the second subsection (k) and sec15 ond subsection (l) (relating to standard of con16 duct and other matters, respectively), as added 

17 by section 913(g)(1) of the Dodd-Frank Wall 

18 Street Reform and Consumer Protection Act 

19 (124 Stat. 1828), as subsections (q) and (r), re20 spectively and moving those subsections to the 

21 end; and 

22 (D) in subsection (m), by inserting ‘‘the’’ 

23 before ‘‘same extent’’; 

24 (5) in section 15F(h) (15 U.S.C. 78o–10(h))— 

25 (A) in paragraph (2)— 


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1 (i) in subparagraph (A), by inserting 

2 ‘‘a’’ after ‘‘that acts as an advisor to’’; and 

3 (ii) in subparagraph (B), by inserting 

4 ‘‘a’’ after ‘‘offers to enter into’’; and 

5 (B) in paragraph (5)(A)(i)— 

6 (i) by inserting ‘‘(A)’’ after ‘‘(18)’’; 

7 and 

8 (ii) in subclause (VII), by striking 

9 ‘‘act of’’ and inserting ‘‘Act of’’; 

10 (6) in section 15G (15 U.S.C. 78o–11)— 

11 (A) in subsection (e)(4)(A), by striking 

12 ‘‘subsection’’ and inserting ‘‘section’’; 

13 (B) in subsection (e)(4)(C)— 

14 (i) by striking ‘‘129C(c)(2)’’ and in15 serting ‘‘129C(b)(2)(A)’’; and 

16 (ii) by inserting ‘‘(15 U.S.C. 

17 1639c(b)(2)(A))’’ after ‘‘Lending Act’’; 

18 and 

19 (C) in subsection (e)(5), by striking ‘‘sub20 section’’ and inserting ‘‘section’’; and 

21 (7) in section 17A (15 U.S.C. 78q–1), by redes22 ignating subsection (g), as added by section 929W 

23 of the Dodd-Frank Wall Street Reform and Con24 sumer Protection Act (relating to due diligence for 

25 the delivery of dividends, interest, and other valuable 


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1 property rights) as subsection (n) and moving that 

2 subsection to the end. 

3 (ll) TELEMARKETING AND CONSUMER FRAUD AND

4 ABUSE PREVENTION ACT.—Section 3(b) of the Tele5 marketing and Consumer Fraud and Abuse Prevention 

6 Act (15 U.S.C. 6102(b)) is amended by inserting before 

7 the period at the end the following: ‘‘, provided, however, 

8 nothing in this section shall conflict with or supersede sec9 tion 6 of the Federal Trade Commission Act (15 U.S.C. 

10 46)’’. 

11 (mm) TITLE 5.—Title 5, United States Code, is 

12 amended— 

13 (1) in section 3132(a)(1)(D), as amended by 

14 section 711, by striking ‘‘the Office of Thrift Super15 vision,, the Resolution Trust Corporation,’’; and 

16 (2) in section 5314, by striking ‘‘Director of the 

17 Office of Thrift Supervision.’’. 

18 (nn) TITLE 31.— 

19 (1) AMENDMENTS.—Title 31, United States 

20 Code, is amended— 

21 (A) by striking section 309; and 

22 (B) in section 714(d)(3)(B) by striking ‘‘a 

23 audit’’ and inserting ‘‘an audit’’. 

24 (2) ANALYSIS.—The analysis for subchapter I 

25 of chapter 3 of title 31, United States Code, is 


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1 amended by striking the item relating to section 

2 309. 

3 (oo) TRUTH IN LENDING ACT.—The Truth in Lend4 ing Act (15 U.S.C. 1601 et seq.) is amended— 

5 (1) in section 105 (15 U.S.C. 1604), by insert6 ing subsection (h), as added by section 1472(c) of 

7 the Dodd-Frank Wall Street Reform and Consumer 

8 Protection Act (124 Stat. 2187), before subsection 

9 (i), as added by section 1100A(7) of that Act (124 

10 Stat. 2108); 

11 (2) in section 106(f)(2)(B)(i) (15 U.S.C. 

12 1605(f)(2)(B)(i)), by striking ‘‘103(w)’’ and insert13 ing ‘‘103(x)’’; 

14 (3) in section 121(b) (15 U.S.C. 1631(b)), by 

15 striking ‘‘103(f)’’ and inserting ‘‘103(g)’’; 

16 (4) in section 122(d)(5) (15 U.S.C. 

17 1632(d)(5)), by striking ‘‘section 603)’’ and all that 

18 follows through ‘‘promulgate’’ and inserting ‘‘section 

19 603), may promulgate’’; 

20 (5) in section 125(e)(1) (15 U.S.C. 1635(e)(1)), 

21 by striking ‘‘103(w)’’ and inserting ‘‘103(x)’’; 

22 (6) in section 129 (15 U.S.C. 1639)— 

23 (A) in subsection (q), by striking ‘‘(l)(2)’’ 

24 and inserting ‘‘(p)(2)’’; and 


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1 (B) in subsection (u)(3), by striking 

2 ‘‘Board’’ each place that term appears and in3 serting ‘‘Agency’’; 

4 (7) in section 129C (15 U.S.C. 1639c)— 

5 (A) in subsection (b)(2)(B), by striking the 

6 second period at the end; and 

7 (B) in subsection (c)(1)(B)(ii)(I), by strik8 ing ‘‘a original’’ and inserting ‘‘an original’’; 

9 (8) in section 148(d) (15 U.S.C. 1665c(d)), by 

10 striking ‘‘Bureau’’ and inserting ‘‘Board’’; 

11 (9) in section 149 (15 U.S.C. 1665d)— 

12 (A) by striking ‘‘the Director of the Office 

13 of Thrift Supervision,’’ each place that term ap14 pears; 

15 (B) by striking ‘‘National Credit Union 

16 Administration Bureau’’ each place that term 

17 appears and inserting ‘‘National Credit Union 

18 Administration Board’’; and 

19 (C) by striking ‘‘Bureau of Directors of 

20 the Federal Deposit Insurance Corporation’’ 

21 each place that term appears and inserting 

22 ‘‘Board of Directors of the Federal Deposit In23 surance Corporation’’; and 

24 (10) in section 181(1) (15 U.S.C. 1667(1)), by 

25 striking ‘‘103(g)’’ and inserting ‘‘103(h)’’. 


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1 (pp) TRUTH IN SAVINGS ACT.—The Truth in Sav2 ings Act (12 U.S.C. 4301 et seq.) is amended in each of 

3 sections 269(a)(4) (12 U.S.C. 4308(a)(4)), 270(a)(2) (12 

4 U.S.C. 4309(a)(2)), and 274(6) (12 U.S.C. 4313(6)), by 

5 striking ‘‘Administration Bureau’’ each place that term 

6 appears and inserting ‘‘Administration Board’’. 

Passed the House of Representatives June 8, 2017. 

Attest: KAREN L. HAAS, 

Clerk. 


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