IB 

Union Calendar No. 100 

115TH CONGRESS 

1ST SESSION H. R. 10 

[Report No. 115–153, Part I] 

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. 

IN THE HOUSE OF REPRESENTATIVES 

APRIL 26, 2017 

Mr. HENSARLING (for himself, Mr. MCHENRY, Mr. HUIZENGA, Mr. LUETKEMEYER, Mr. DUFFY, Mr. BARR, Mrs. WAGNER, and Mr. PEARCE) introduced the following bill; which was referred to the Committee on Financial Services, and in addition to the Committees on Agriculture, Ways 

and Means, the Judiciary, Oversight and Government Reform, Transportation and Infrastructure, Rules, the Budget, and Education and the 

Workforce, for a period to be subsequently determined by the Speaker, 

in each case for consideration of such provisions as fall within the jurisdiction of the committee concerned 

MAY 25, 2017 

Additional sponsors: Mr. BANKS of Indiana, Mr. LOUDERMILK, Mr. MEADOWS, Mr. KUSTOFF of Tennessee, Mr. WILLIAMS, Mr. HILL, Mr. HOLLINGSWORTH, Mr. WALKER, Mr. PITTENGER, Mr. ROTHFUS, Mr. DAVIDSON, Mr. ARRINGTON, Mr. MCCLINTOCK, Mr. FRANKS of Arizona, Mr. 

BUDD, Mr. WITTMAN, Mr. FLORES, Mr. PALMER, Mr. TROTT, Mrs. 

LOVE, Mr. TIPTON, Mr. MOONEY of West Virginia, Mr. POSEY, Mr. 

ZELDIN, Mr. THORNBERRY, Mr. STIVERS, Mr. MACARTHUR, Ms. 

TENNEY, Mr. SMITH of Nebraska, Mr. ESTES of Kansas, Mr. EMMER, 

Mr. KING of New York, and Mr. ROYCE of California 


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MAY 25, 2017 

Reported from the Committee on Financial Services with an amendment 

[Strike out all after the enacting clause and insert the part printed in italic] 

MAY 25, 2017 

The Committees on Agriculture, Ways and Means, the Judiciary, Oversight 

and Government Reform, Transportation and Infrastructure, Rules, the 

Budget, and Education and the Workforce discharged; committed to the 

Committee of the Whole House on the State of the Union and ordered 

to be printed 

[For text of introduced bill, see copy of bill as introduced on April 26, 2017] 

A BILL 

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 ‘‘Fi5 nancial 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. 

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. 

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


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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. 

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 National Credit Union Administration into the appropriations process. 

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

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

Governors of the Federal Reserve System into the appropriations 

process. 


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Subtitle F—International Processes 

Sec. 371. Requirements for international processes. 

Subtitle G—Unfunded Mandates Reform 

Sec. 381. Definitions. 

Sec. 382. Statements to accompany significant regulatory actions. 

Sec. 383. Small government agency plan. 

Sec. 384. State, local, and tribal government and private sector input. 

Sec. 385. Least burdensome option or explanation required. 

Sec. 386. Assistance to the Office of Information and Regulatory Affairs. 

Sec. 387. Office of Information and Regulatory Affairs responsibilities. 

Sec. 388. Judicial review. 

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 II—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. 


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Subtitle F—Accelerating Access to Capital 

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

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. 


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Sec. 492. Training required. 

Sec. 493. Relationship to State law. 

Subtitle S—National Securities Exchange Regulatory Parity 

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. 

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. 


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Subtitle J—Taking Account of Institutions With Low Operation Risk 

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. 

TITLE VI—REGULATORY RELIEF FOR STRONGLY CAPITALIZED, 

WELL MANAGED BANKING ORGANIZATIONS 

Sec. 601. Capital election. 

Sec. 602. Regulatory relief. 

Sec. 603. Contingent capital study. 

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. Authority of the Office of Information and Regulatory Affairs. 

Sec. 713. Bringing the Agency into the regular appropriations process. 

Sec. 714. Consumer Law Enforcement Agency Inspector General Reform. 


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Sec. 715. Private parties authorized to compel the Agency to seek sanctions by filing civil actions; Adjudications deemed actions. 

Sec. 716. Civil investigative demands to be appealed to courts. 

Sec. 717. Agency dual mandate and economic analysis. 

Sec. 718. 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. Prohibition of Government price controls for payment card transactions. 

Sec. 736. Removal of Agency UDAAP authority. 

Sec. 737. Preservation of UDAP authority for Federal banking regulators. 

Sec. 738. 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 relocation 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. 

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. 


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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. Confidentiality of records obtained from foreign securities and law enforcement authorities. 

Sec. 830. Clarification of authority to impose sanctions on persons associated 

with a broker or dealer. 

Sec. 831. Complaint and burden of proof requirements for certain actions for 

breach of fiduciary duty. 

Sec. 832. Congressional access to information held by the Public Company Accounting Oversight Board. 

Sec. 833. Abolishing Investor Advisory Group. 

Sec. 834. Repeal of requirement for Public Company Accounting Oversight Board 

to use certain funds for merit scholarship program. 

Sec. 835. 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. 

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. 


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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. 

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. 


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Sec. 1211. Title XIV correction. 

Sec. 1212. Technical corrections to other statutes. 

1 TITLE I—ENDING ‘‘TOO BIG TO 

2 FAIL’’ AND BANK BAILOUTS 

3 Subtitle A—Repeal of the Orderly 

4 Liquidation Authority 

5 SEC. 111. REPEAL OF THE ORDERLY LIQUIDATION AUTHOR6 ITY. 

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

8 Street Reform and Consumer Protection Act is hereby re9 pealed and any Federal law amended by such title shall, 

10 on and after the effective date of this Act, be effective as 

11 if title II of the Dodd-Frank Wall Street Reform and Con12 sumer Protection Act had not been enacted. 

13 (b) CONFORMING AMENDMENTS.— 

14 (1) DODD-FRANK WALL STREET REFORM AND

15 CONSUMER PROTECTION ACT.—The Dodd-Frank Wall 

16 Street Reform and Consumer Protection Act is 

17 amended— 

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

19 striking all items relating to title II; 

20 (B) in section 165(d)— 

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

22 Council, and the Corporation’’ and insert23 ing ‘‘and the Council’’; 


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

2 the Council, and the Corporation’’ and in3 serting ‘‘and the Council’’; 

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

5 ‘‘and the Corporation’’; 

6 (iv) in paragraph (4)— 

7 (I) by striking ‘‘and the Corpora8 tion jointly determine’’ and inserting 

9 ‘‘determines’’; 

10 (II) by striking ‘‘their’’ and in11 serting ‘‘its’’; 

12 (III) in subparagraph (A), by 

13 striking ‘‘and the Corporation’’; and 

14 (IV) in subparagraph (B), by 

15 striking ‘‘and the Corporation’’; 

16 (v) in paragraph (5)— 

17 (I) in subparagraph (A), by strik18 ing ‘‘and the Corporation may jointly’’ 

19 and inserting ‘‘may’’; and 

20 (II) in subparagraph (B)— 

21 (aa) by striking ‘‘and the 

22 Corporation’’ each place such 

23 term appears; 

24 (bb) by striking ‘‘may joint25 ly’’ and inserting ‘‘may’’; 


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1 (cc) by striking ‘‘have joint2 ly’’ and inserting ‘‘has’’; 

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

4 receiver appointed under title II,’’; and 

5 (vii) by amending paragraph (8) to 

6 read as follows: 

7 ‘‘(8) RULES.—Not later than 12 months after en8 actment of this paragraph, the Board of Governors 

9 shall issue final rules implementing this section.’’; 

10 and 

11 (C) in section 716(g), by striking ‘‘or a cov12 ered financial company under title II’’. 

13 (2) FEDERAL DEPOSIT INSURANCE ACT.—Section 

14 10(b)(3) of the Federal Deposit Insurance Act (12 

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

16 such nonbank financial company supervised by the 

17 Board of Governors or bank holding company de18 scribed in section 165(a) of the Financial Stability 

19 Act of 2010, for the purpose of implementing its au20 thority to provide for orderly liquidation of any such 

21 company under title II of that Act’’. 

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

23 the Federal Reserve Act is amended— 

24 (A) in subparagraph (B)— 


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1 (i) in clause (ii), by striking ‘‘, resolu2 tion under title II of the Dodd-Frank Wall 

3 Street Reform and Consumer Protection 

4 Act, or’’ and inserting ‘‘or is subject to reso5 lution under’’; and 

6 (ii) in clause (iii), by striking ‘‘, reso7 lution under title II of the Dodd-Frank 

8 Wall Street Reform and Consumer Protec9 tion Act, or’’ and inserting ‘‘or resolution 

10 under’’; and 

11 (B) by striking subparagraph (E). 

12 Subtitle B—Financial Institution 

13 Bankruptcy 

14 SEC. 121. GENERAL PROVISIONS RELATING TO COVERED FI15 NANCIAL CORPORATIONS. 

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

17 States Code, is amended by inserting the following after 

18 paragraph (9): 

19 ‘‘(9A) The term ‘covered financial corporation’ 

20 means any corporation incorporated or organized 

21 under any Federal or State law, other than a stock22 broker, a commodity broker, or an entity of the kind 

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

24 that is— 


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1 ‘‘(A) a bank holding company, as defined in 

2 section 2(a) of the Bank Holding Company Act 

3 of 1956; or 

4 ‘‘(B) a corporation that exists for the pri5 mary purpose of owning, controlling and financ6 ing its subsidiaries, that has total consolidated 

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

8 which, in its most recently completed fiscal 

9 year— 

10 ‘‘(i) annual gross revenues derived by 

11 the corporation and all of its subsidiaries 

12 from activities that are financial in nature 

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

14 Holding Company Act of 1956) and, if ap15 plicable, from the ownership or control of 

16 one or more insured depository institutions, 

17 represents 85 percent or more of the consoli18 dated annual gross revenues of the corpora19 tion; or 

20 ‘‘(ii) the consolidated assets of the cor21 poration and all of its subsidiaries related 

22 to activities that are financial in nature (as 

23 defined in section 4(k) of the Bank Holding 

24 Company Act of 1956) and, if applicable, 

25 related to the ownership or control of one or 


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1 more insured depository institutions, rep2 resents 85 percent or more of the consoli3 dated assets of the corporation.’’. 

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

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

6 end the following: 

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

8 only in a case under chapter 11 concerning a covered finan9 cial corporation.’’. 

10 (c) WHO MAY BE A DEBTOR.—Section 109 of title 11, 

11 United States Code, is amended— 

12 (1) in subsection (b)— 

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

14 the end; 

15 (B) in paragraph (3)(B), by striking the pe16 riod at the end and inserting ‘‘; or’’; and 

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

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

19 (2) in subsection (d)— 

20 (A) by striking ‘‘and’’ before ‘‘an uninsured 

21 State member bank’’; 

22 (B) by striking ‘‘or’’ before ‘‘a corporation’’; 

23 and 


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

2 corporation’’ after ‘‘Federal Deposit Insurance 

3 Corporation Improvement Act of 1991’’. 

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

5 11, United States Code, is amended by adding at the end 

6 the following: 

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

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

9 7 if— 

10 ‘‘(1) a transfer approved under section 1185 has 

11 been consummated; 

12 ‘‘(2) the court has ordered the appointment of a 

13 special trustee under section 1186; and 

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

15 that conversion is in the best interest of the creditors 

16 and the estate.’’. 

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

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

19 ‘‘in payment of any unpaid fees, costs, and expenses of a 

20 special trustee appointed under section 1186, and then’’. 

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

22 is amended by inserting after paragraph (16) the following: 

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

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

25 been paid or the plan provides for the payment of all 


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1 such fees, costs, and expenses on the effective date of 

2 the plan. 

3 ‘‘(18) In a case under subchapter V, confirma4 tion of the plan is not likely to cause serious adverse 

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

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

7 is amended by striking ‘‘The’’ and inserting ‘‘In cases under 

8 subchapter V, the United States trustee shall recommend to 

9 the court, and in all other cases, the’’. 

10 SEC. 122. LIQUIDATION, REORGANIZATION, OR RECAPITAL11 IZATION OF A COVERED FINANCIAL COR12 PORATION. 

13 Chapter 11 of title 11, United States Code, is amended 

14 by adding at the end the following (and conforming the 

15 table of contents for such chapter accordingly): 

16 ‘‘SUBCHAPTER V—LIQUIDATION, REORGANIZA17 TION, OR RECAPITALIZATION OF A COVERED 

18 FINANCIAL CORPORATION 

19 ‘‘§ 1181. Inapplicability of other sections 

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

21 this subchapter concerning a covered financial corporation. 

22 Section 365 does not apply to a transfer under section 1185, 

23 1187, or 1188. 


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1 ‘‘§ 1182. Definitions for this subchapter 

2 ‘‘In this subchapter, the following definitions shall 

3 apply: 

4 ‘‘(1) The term ‘Board’ means the Board of Gov5 ernors of the Federal Reserve System. 

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

7 formed corporation to which property of the estate 

8 may be transferred under section 1185(a) and the eq9 uity securities of which may be transferred to a spe10 cial trustee under section 1186(a). 

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

12 unsecured debt of the debtor for borrowed money for 

13 which the debtor is the primary obligor, other than a 

14 qualified financial contract and other than debt se15 cured by a lien on property of the estate that is to 

16 be transferred to a bridge company pursuant to an 

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

18 ‘‘(4) The term ‘contractual right’ means a con19 tractual right of a kind defined in section 555, 556, 

20 559, 560, or 561. 

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

22 means any contract of a kind defined in paragraph 

23 (25), (38A), (47), or (53B) of section 101, section 

24 741(7), or paragraph (4), (5), (11), or (13) of section 

25 761. 


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1 ‘‘(6) The term ‘special trustee’ means the trustee 

2 of a trust formed under section 1186(a)(1). 

3 ‘‘§ 1183. Commencement of a case concerning a cov4 ered financial corporation 

5 ‘‘(a) A case under this subchapter concerning a covered 

6 financial corporation may be commenced by the filing of 

7 a petition with the court by the debtor under section 301 

8 only if the debtor states to the best of its knowledge under 

9 penalty of perjury in the petition that it is a covered finan10 cial corporation. 

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

12 constitutes an order for relief under this subchapter. 

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

14 performing similar functions) of a covered financial com15 pany shall have no liability to shareholders, creditors, or 

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

17 to commence a case under this subchapter, or for any rea18 sonable action taken in good faith in contemplation of such 

19 a petition or a transfer under section 1185 or section 1186, 

20 whether prior to or after commencement of the case. 

21 ‘‘(d) Counsel to the debtor shall provide, to the greatest 

22 extent practicable without disclosing the identity of the po23 tential debtor, sufficient confidential notice to the chief 

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

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


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1 commence a case under this subchapter regarding the poten2 tial commencement of such case. The chief judge of such 

3 court shall randomly assign to preside over such case a 

4 bankruptcy judge selected from among the bankruptcy 

5 judges designated by the Chief Justice of the United States 

6 under section 298 of title 28. 

7 ‘‘§ 1184. Regulators 

8 ‘‘The Board, the Securities Exchange Commission, the 

9 Office of the Comptroller of the Currency of the Department 

10 of the Treasury, the Commodity Futures Trading Commis11 sion, and the Federal Deposit Insurance Corporation may 

12 raise and may appear and be heard on any issue in any 

13 case or proceeding under this subchapter. 

14 ‘‘§ 1185. Special transfer of property of the estate 

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

16 a hearing that shall occur not less than 24 hours after the 

17 order for relief, the court may order a transfer under this 

18 section of property of the estate, and the assignment of exec19 utory contracts, unexpired leases, and qualified financial 

20 contracts of the debtor, to a bridge company. Upon the entry 

21 of an order approving such transfer, any property trans22 ferred, and any executory contracts, unexpired leases, and 

23 qualified financial contracts assigned under such order 

24 shall no longer be property of the estate. Except as provided 


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1 under this section, the provisions of section 363 shall apply 

2 to a transfer and assignment under this section. 

3 ‘‘(b) Unless the court orders otherwise, notice of a re4 quest for an order under subsection (a) shall consist of elec5 tronic or telephonic notice of not less than 24 hours to— 

6 ‘‘(1) the debtor; 

7 ‘‘(2) the holders of the 20 largest secured claims 

8 against the debtor; 

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

10 claims against the debtor; 

11 ‘‘(4) counterparties to any debt, executory con12 tract, unexpired lease, and qualified financial con13 tract requested to be transferred under this section; 

14 ‘‘(5) the Board; 

15 ‘‘(6) the Federal Deposit Insurance Corporation; 

16 ‘‘(7) the Secretary of the Treasury and the Office 

17 of the Comptroller of the Currency of the Treasury; 

18 ‘‘(8) the Commodity Futures Trading Commis19 sion; 

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

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

22 administrator; and 

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

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

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1 spect to any affiliate the equity securities of which are 

2 proposed to be transferred under this section. 

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

4 section unless the court determines, based upon a prepon5 derance of the evidence, that— 

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

7 to prevent serious adverse effects on financial stability 

8 in the United States; 

9 ‘‘(2) the transfer does not provide for the as10 sumption of any capital structure debt by the bridge 

11 company; 

12 ‘‘(3) the transfer does not provide for the transfer 

13 to the bridge company of any property of the estate 

14 that is subject to a lien securing a debt, executory 

15 contract, unexpired lease or agreement (including a 

16 qualified financial contract) of the debtor unless— 

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

18 debt, executory contract, unexpired lease or 

19 agreement (including a qualified financial con20 tract), including any claims arising in respect 

21 thereof that would not be allowed secured claims 

22 under section 506(a)(1) and after giving effect to 

23 such transfer, such property remains subject to 

24 the lien securing such debt, executory contract, 


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1 unexpired lease or agreement (including a quali2 fied financial contract); and 

3 ‘‘(ii) the court has determined that assump4 tion of such debt, executory contract, unexpired 

5 lease or agreement (including a qualified finan6 cial contract) by the bridge company is in the 

7 best interests of the estate; or 

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

9 the bridge company in accordance with the pro10 visions of section 363; 

11 ‘‘(4) the transfer does not provide for the as12 sumption by the bridge company of any debt, execu13 tory contract, unexpired lease or agreement (includ14 ing a qualified financial contract) of the debtor se15 cured by a lien on property of the estate unless the 

16 transfer provides for such property to be transferred 

17 to the bridge company in accordance with paragraph 

18 (3)(A) of this subsection; 

19 ‘‘(5) the transfer does not provide for the transfer 

20 of the equity of the debtor; 

21 ‘‘(6) the trustee has demonstrated that the bridge 

22 company is not likely to fail to meet the obligations 

23 of any debt, executory contract, qualified financial 

24 contract, or unexpired lease assumed and assigned to 

25 the bridge company; 


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

2 special trustee all of the equity securities in the bridge 

3 company and appointment of a special trustee in ac4 cordance with section 1186; 

5 ‘‘(8) after giving effect to the transfer, adequate 

6 provision has been made for the fees, costs, and ex7 penses of the estate and special trustee; and 

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

9 documents, and initial directors and senior officers, 

10 that are in the best interest of creditors and the estate. 

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

12 the bridge company that is the recipient of the transfer 

13 shall— 

14 ‘‘(1) not have any property, executory contracts, 

15 unexpired leases, qualified financial contracts, or 

16 debts, other than any property acquired or executory 

17 contracts, unexpired leases, or debts assumed when 

18 acting as a transferee of a transfer under this section; 

19 and 

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

21 the estate, which may be sold or distributed in accord22 ance with this title. 

23 ‘‘§ 1186. Special trustee 

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

25 1185 shall require the trustee to transfer to a qualified and 


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1 independent special trustee, who is appointed by the court, 

2 all of the equity securities in the bridge company that is 

3 the recipient of a transfer under section 1185 to hold in 

4 trust for the sole benefit of the estate, subject to satisfaction 

5 of the special trustee’s fees, costs, and expenses. The trust 

6 of which the special trustee is the trustee shall be a newly 

7 formed trust governed by a trust agreement approved by 

8 the court as in the best interests of the estate, and shall 

9 exist for the sole purpose of holding and administering, and 

10 shall be permitted to dispose of, the equity securities of the 

11 bridge company in accordance with the trust agreement. 

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

13 transfer under section 1185, the trustee shall confirm to the 

14 court that the Board has been consulted regarding the iden15 tity of the proposed special trustee and advise the court of 

16 the results of such consultation. 

17 ‘‘(b) The trust agreement governing the trust shall pro18 vide— 

19 ‘‘(1) for the payment of the fees, costs, expenses, 

20 and indemnities of the special trustee from the assets 

21 of the debtor’s estate; 

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

23 ‘‘(A) quarterly reporting to the estate, which 

24 shall be filed with the court; and 


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1 ‘‘(B) information about the bridge company 

2 reasonably requested by a party in interest to 

3 prepare a disclosure statement for a plan pro4 viding for distribution of any securities of the 

5 bridge company if such information is necessary 

6 to prepare such disclosure statement; 

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

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

9 trustee shall file a notice with the court in connection 

10 with— 

11 ‘‘(A) any change in a director or senior offi12 cer of the bridge company; 

13 ‘‘(B) any modification to the governing doc14 uments of the bridge company; and 

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

16 bridge company, including— 

17 ‘‘(i) recapitalization; 

18 ‘‘(ii) a material borrowing; 

19 ‘‘(iii) termination of an intercompany 

20 debt or guarantee; 

21 ‘‘(iv) a transfer of a substantial por22 tion of the assets of the bridge company; or 

23 ‘‘(v) the issuance or sale of any securi24 ties of the bridge company; 


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1 ‘‘(4) that any sale of any equity securities of the 

2 bridge company shall not be consummated until the 

3 special trustee consults with the Federal Deposit In4 surance Corporation and the Board regarding such 

5 sale and discloses the results of such consultation with 

6 the court; 

7 ‘‘(5) that, subject to reserves for payments per8 mitted under paragraph (1) provided for in the trust 

9 agreement, the proceeds of the sale of any equity secu10 rities of the bridge company by the special trustee be 

11 held in trust for the benefit of or transferred to the 

12 estate; 

13 ‘‘(6) the process and guidelines for the replace14 ment of the special trustee; and 

15 ‘‘(7) that the property held in trust by the spe16 cial trustee is subject to distribution in accordance 

17 with subsection (c). 

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

19 held in trust— 

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

21 accordance with the plan on the effective date of the 

22 plan; or 

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

24 chapter 7, as ordered by the court. 


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

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

3 terminate, except as may be necessary to wind up and con4 clude the business and financial affairs of the trust. 

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

6 section, the special trustee shall be subject only to applicable 

7 nonbankruptcy law, and the actions and conduct of the spe8 cial trustee shall no longer be subject to approval by the 

9 court in the case under this subchapter. 

10 ‘‘§ 1187. Temporary and supplemental automatic stay; 

11 assumed debt 

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

13 as a stay, applicable to all entities, of the termination, ac14 celeration, or modification of any debt, contract, lease, or 

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

16 right or obligation under any such debt, contract, lease, or 

17 agreement, solely because of— 

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

19 debt, contract, lease, or agreement; or 

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

21 agreement, or in applicable nonbankruptcy law, that 

22 is conditioned on— 

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

24 the debtor at any time before the closing of the 

25 case; 


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1 ‘‘(ii) the commencement of a case under this 

2 title concerning the debtor; 

3 ‘‘(iii) the appointment of or taking posses4 sion by a trustee in a case under this title con5 cerning the debtor or by a custodian before the 

6 commencement of the case; or 

7 ‘‘(iv) a credit rating agency rating, or ab8 sence or withdrawal of a credit rating agency 

9 rating— 

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

11 commencement of the case; 

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

13 from the commencement of the case until 48 

14 hours after such order is entered; 

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

16 trustee or the special trustee is a direct or 

17 indirect beneficial holder of more than 50 

18 percent of the equity securities of— 

19 ‘‘(aa) the bridge company; or 

20 ‘‘(bb) the affiliate, if all of the di21 rect or indirect interests in the affiliate 

22 that are property of the estate are 

23 transferred under section 1185; or 

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

25 or the special trustee is a direct or indirect 


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1 beneficial holder of more than 50 percent of 

2 the equity securities of— 

3 ‘‘(aa) the bridge company; or 

4 ‘‘(bb) the affiliate, if all of the di5 rect or indirect interests in the affiliate 

6 that are property of the estate are 

7 transferred under section 1185. 

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

9 this paragraph is— 

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

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

12 debtor (other than a qualified financial contract); 

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

14 issued or is obligated for debt (other than capital 

15 structure debt); 

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

17 lease of an affiliate (other than a qualified financial 

18 contract); or 

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

20 issued or is obligated for debt. 

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

22 ‘‘(A) for the benefit of the debtor, upon the ear23 liest of— 

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

25 case; 


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1 ‘‘(ii) assumption of the debt, contract, lease, 

2 or agreement by the bridge company under an 

3 order authorizing a transfer under section 1185; 

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

5 request for a transfer under section 1185; or 

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

7 ‘‘(B) for the benefit of an affiliate, upon the ear8 liest of— 

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

10 transfer under section 1185 in which the direct 

11 or indirect interests in the affiliate that are 

12 property of the estate are not transferred under 

13 section 1185; 

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

15 request for a transfer under section 1185; 

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

17 the case if the court has not ordered a transfer 

18 under section 1185; or 

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

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

21 apply to a stay under this subsection. 

22 ‘‘(b) A debt, executory contract (other than a qualified 

23 financial contract), or unexpired lease of the debtor, or an 

24 agreement under which the debtor has issued or is obligated 

25 for any debt, may be assumed by a bridge company in a 


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1 transfer under section 1185 notwithstanding any provision 

2 in an agreement or in applicable nonbankruptcy law 

3 that— 

4 ‘‘(1) prohibits, restricts, or conditions the assign5 ment of the debt, contract, lease, or agreement; or 

6 ‘‘(2) accelerates, terminates, or modifies, or per7 mits a party other than the debtor to terminate or 

8 modify, the debt, contract, lease, or agreement on ac9 count of— 

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

11 lease, or agreement; or 

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

13 debt, contract, lease, or agreement. 

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

15 described in subparagraph (A) or (B) of subsection (a)(2) 

16 may not be accelerated, terminated, or modified, and any 

17 right or obligation under such debt, contract, lease, or agree18 ment may not be accelerated, terminated, or modified, as 

19 to the bridge company solely because of a provision in the 

20 debt, contract, lease, or agreement or in applicable non21 bankruptcy law— 

22 ‘‘(A) of the kind described in subsection (a)(1)(B) 

23 as applied to the debtor; 


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

2 assignment of the debt, contract, lease, or agreement; 

3 or 

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

5 permits a party other than the debtor to terminate or 

6 modify, the debt, contract, lease or agreement on ac7 count of— 

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

9 lease, or agreement; or 

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

11 debt, contract, lease, or agreement. 

12 ‘‘(2) If there is a default by the debtor under a provi13 sion other than the kind described in paragraph (1) in a 

14 debt, contract, lease or agreement of the kind described in 

15 subparagraph (A) or (B) of subsection (a)(2), the bridge 

16 company may assume such debt, contract, lease, or agree17 ment only if the bridge company— 

18 ‘‘(A) shall cure the default; 

19 ‘‘(B) compensates, or provides adequate assur20 ance in connection with a transfer under section 1185 

21 that the bridge company will promptly compensate, a 

22 party other than the debtor to the debt, contract, lease, 

23 or agreement, for any actual pecuniary loss to the 

24 party resulting from the default; and 


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1 ‘‘(C) provides adequate assurance in connection 

2 with a transfer under section 1185 of future perform3 ance under the debt, contract, lease, or agreement, as 

4 determined by the court under section 1185(c)(4). 

5 ‘‘§ 1188. Treatment of qualified financial contracts 

6 and affiliate contracts 

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

8 362(b)(17), 362(b)(27), 362(o), 555, 556, 559, 560, and 561, 

9 a petition filed under section 1183 operates as a stay, dur10 ing the period specified in section 1187(a)(3)(A), applicable 

11 to all entities, of the exercise of a contractual right— 

12 ‘‘(1) to cause the modification, liquidation, ter13 mination, or acceleration of a qualified financial con14 tract of the debtor or an affiliate; 

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

16 payment amount, or other transfer obligation arising 

17 under or in connection with a qualified financial con18 tract of the debtor or an affiliate; or 

19 ‘‘(3) under any security agreement or arrange20 ment or other credit enhancement forming a part of 

21 or related to a qualified financial contract of the debt22 or or an affiliate. 

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

24 1187(a)(3)(A), the trustee or the affiliate shall perform all 

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1 nancial contract of the debtor or the affiliate, as the case 

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

3 case. The stay provided under subsection (a) terminates as 

4 to a qualified financial contract of the debtor or an affiliate 

5 immediately upon the failure of the trustee or the affiliate, 

6 as the case may be, to perform any such obligation during 

7 such period. 

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

9 financial contract of the debtor or any affiliate to perform 

10 any payment or delivery obligation under such qualified 

11 financial contract, including during the pendency of the 

12 stay provided under subsection (a), shall constitute a breach 

13 of such qualified financial contract by the 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 the 

20 entity and the debtor are assigned to and assumed by 

21 the bridge company in the transfer under section 

22 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, is 

2 subordinated to the claims of general unsecured credi3 tors) are assigned to and assumed by the bridge com4 pany; 

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 by 

8 the bridge company; and 

9 ‘‘(4) all property securing or any other credit en10 hancement furnished by the debtor for any qualified 

11 financial contract described in paragraph (1) or any 

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

13 qualified financial contract between the entity and 

14 the debtor is assigned to and assumed by the bridge 

15 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 1187(c)(1), 


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1 other than a condition of the kind specified in section 

2 1187(b) that occurs after property of the estate no longer 

3 includes a direct beneficial interest or an indirect beneficial 

4 interest through the special trustee, in more than 50 percent 

5 of the equity securities of the bridge company. 

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

7 or in applicable nonbankruptcy law, an agreement of an 

8 affiliate (including an executory contract, an unexpired 

9 lease, qualified financial contract, or an agreement under 

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

11 right or obligation under such agreement may not be accel12 erated, terminated, or modified, solely because of a condi13 tion described in section 1187(c)(1), other than a condition 

14 of the kind specified in section 1187(b) that occurs after 

15 the bridge company is no longer a direct or indirect bene16 ficial holder of more than 50 percent of the equity securities 

17 of the affiliate, at any time after the commencement of the 

18 case if— 

19 ‘‘(1) all direct or indirect interests in the affil20 iate that are property of the estate are transferred 

21 under section 1185 to the bridge company within the 

22 period specified in subsection (a); 

23 ‘‘(2) the bridge company assumes— 


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1 ‘‘(A) any guarantee or other credit enhance2 ment issued by the debtor relating to the agree3 ment of the affiliate; and 

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

5 setoff, netting arrangement, or debt of the debtor 

6 that directly arises out of or directly relates to 

7 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 section 

18 1185 may not be accelerated, terminated, or modified at 

19 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 title 

23 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 of 

2 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, permit, 

6 or registration that the debtor had immediately before the 

7 commencement of the case that is included in a transfer 

8 under section 1185 shall be valid and all rights and obliga9 tions thereunder shall vest in the bridge company. 

10 ‘‘§ 1190. Exemption from securities laws 

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

12 company shall be deemed to be a security of a successor 

13 to the debtor under a plan if the court approves the disclo14 sure statement for the plan as providing adequate informa15 tion (as defined in section 1125(a)) about the bridge com16 pany 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 section 

23 1185 is not avoidable under section 544, 547, 548(a)(1)(B), 

24 or 549, or under any similar nonbankruptcy 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 title 

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

9 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 Justice 

13 of the United States shall designate not fewer than 10 bank14 ruptcy judges to be available to hear a case under sub15 chapter V of chapter 11 of title 11. Bankruptcy judges may 

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

17 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 case 

22 by the chief judge of the court of appeals for the circuit 

23 embracing the district in which the case is pending. To the 

24 greatest extent practicable, the approvals required under 

25 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 which 

3 the case is pending, the bankruptcy judge shall be tempo4 rarily 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 the 

7 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.—Sec12 tion 1334 of title 28, United States Code, is amended by 

13 adding at the end the following: 

14 ‘‘(f) This section does not grant jurisdiction to the dis15 trict court after a transfer pursuant to an order under sec16 tion 1185 of title 11 of any proceeding related to a special 

17 trustee appointed, or to a bridge company formed, in con18 nection with a case under subchapter V of chapter 11 of 

19 title 11.’’. 

20 (c) TECHNICAL AND CONFORMING AMENDMENT.—The 

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

22 Code, is amended by adding at the end the following: 

‘‘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 Dodd5 Frank Wall Street Reform and Consumer Protection Act 

6 (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 following: 

22 ‘‘(e) Amounts in the fund may not be used for the es23 tablishment of a guaranty program for any nongovern24 mental entity.’’. 


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

2 Emergency Economic Stabilization Act of 2008 (12 U.S.C. 

3 5236(b)) is amended by inserting ‘‘, or for the purposes of 

4 preventing the liquidation or insolvency of any entity’’ be5 fore 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 in 

15 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 Financial 

19 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 Finan23 cial Stability Act of 2010 are repealed, and the provisions 

24 of law amended or repealed by such provisions are restored 

25 or revived as if such provisions had not been enacted: 


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1 (1) Subtitle B. 

2 (2) Section 113. 

3 (3) Section 114. 

4 (4) Section 115. 

5 (5) Section 116. 

6 (6) Section 117. 

7 (7) Section 119. 

8 (8) Section 120. 

9 (9) Section 121. 

10 (10) Section 161. 

11 (11) Section 162. 

12 (12) Section 164. 

13 (13) Section 166. 

14 (14) Section 167. 

15 (15) Section 168. 

16 (16) Section 170. 

17 (17) Section 172. 

18 (18) Section 174. 

19 (19) Section 175. 

20 (b) ADDITIONAL MODIFICATIONS.—The Financial Sta21 bility Act of 2010 (12 U.S.C. 5311 et seq.) is amended— 

22 (1) in section 102(a), by striking paragraph (5); 

23 (2) in section 111— 

24 (A) in subsection (b)— 

25 (i) in paragraph (1)— 


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1 (I) by striking ‘‘who shall each’’ 

2 and inserting ‘‘who shall, except as 

3 provided below, each’’; and 

4 (II) by striking subparagraphs 

5 (B) through (J) and inserting the fol6 lowing: 

7 ‘‘(B) each member of the Board of Gov8 ernors, who shall collectively have 1 vote on the 

9 Council; 

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

11 ‘‘(D) the Director of the Consumer Law En12 forcement Agency; 

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

14 shall collectively have 1 vote on the Council; 

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

16 shall collectively have 1 vote on the Council; 

17 ‘‘(G) each member of the Commodity Fu18 tures Trading Commission, who shall collectively 

19 have 1 vote on the Council; 

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

21 Finance Agency; 

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

23 Union Administration Board, who shall collec24 tively have 1 vote on the Council; and 

25 ‘‘(J) the Independent Insurance Advocate.’’; 


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1 (ii) in paragraph (2)— 

2 (I) by striking subparagraphs (A) 

3 and (B); and 

4 (II) by redesignating subpara5 graphs (C), (D), and (E) as subpara6 graphs (A), (B), and (C), respectively; 

7 and 

8 (iii) by adding at the end the fol9 lowing: 

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

11 ‘‘(A) VOTING WITHIN THE ENTITY.—An en12 tity described under subparagraph (B), (E), (F), 

13 (G), or (I) of paragraph (1) shall determine the 

14 entity’s Council vote by using the voting process 

15 normally applicable to votes by the entity’s mem16 bers. 

17 ‘‘(B) CASTING OF ENTITY VOTE.—The 1 col18 lective Council vote of an entity described under 

19 subparagraph (A) shall be cast by the head of 

20 such agency or, in the event such head is unable 

21 to cast such vote, the next most senior member of 

22 the entity available.’’; 

23 (B) in subsection (c), by striking ‘‘subpara24 graphs (C), (D), and (E)’’ and inserting ‘‘sub25 paragraphs (B), (C), and (D)’’; 


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

2 the following: 

3 ‘‘(3) STAFF ACCESS.—Any member of the Coun4 cil may select to have one or more individuals on the 

5 member’s staff attend a meeting of the Council, in6 cluding any meeting of representatives of the member 

7 agencies other than the members themselves. 

8 ‘‘(4) CONGRESSIONAL OVERSIGHT.—All meetings 

9 of the Council, whether or not open to the public, shall 

10 be open to the attendance by members of the Com11 mittee on Financial Services of the House of Rep12 resentatives and the Committee on Banking, Housing, 

13 and Urban Affairs of the Senate. 

14 ‘‘(5) MEMBER AGENCY MEETINGS.—Any meeting 

15 of representatives of the member agencies other than 

16 the members themselves shall be open to attendance by 

17 staff of the Committee on Financial Services of the 

18 House of Representatives and the Committee on 

19 Banking, Housing, and Urban Affairs of the Senate.’’; 

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

21 the nonapplicability of FACA); 

22 (E) by inserting after subsection (f) the fol23 lowing: 

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

25 shall be an agency for purposes of section 552b of title 5, 


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1 United States Code (commonly referred to as the ‘Govern2 ment in the Sunshine Act’). 

3 ‘‘(h) CONFIDENTIAL CONGRESSIONAL BRIEFINGS.—At 

4 the request of the Chairman of the Committee on Financial 

5 Services of the House of Representatives or the Chairman 

6 of the Committee on Banking, Housing, and Urban Affairs 

7 of the Senate, the Chairperson shall appear before Congress 

8 to provide a confidential briefing.’’; and 

9 (F) by redesignating subsections (h) through 

10 (j) as subsections (i) through (k), respectively; 

11 (3) in section 112— 

12 (A) in subsection (a)(2)— 

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

14 ‘‘the Federal Insurance Office and, if nec15 essary to assess risks to the United States fi16 nancial system, direct the Office of Finan17 cial Research to’’ and inserting ‘‘and, if 

18 necessary to assess risks to the United 

19 States financial system,’’; 

20 (ii) by striking subparagraphs (B), 

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

22 (iii) by redesignating subparagraphs 

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

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

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


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1 (iv) in subparagraph (J), as so redes2 ignated— 

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

4 ‘‘and’’ at the end; 

5 (II) by striking clauses (iv) and 

6 (v); and 

7 (III) by redesignating clause (vi) 

8 as clause (iv); and 

9 (B) in subsection (d)— 

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

11 Office of Financial Research, member agen12 cies, and the Federal Insurance Office’’ and 

13 inserting ‘‘member agencies’’; 

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

15 Office of Financial Research, any member 

16 agency, and the Federal Insurance Office,’’ 

17 and inserting ‘‘member agencies’’; 

18 (iii) in paragraph (3)— 

19 (I) by striking ‘‘, acting through 

20 the Office of Financial Research,’’ each 

21 place it appears; and 

22 (II) in subparagraph (B), by 

23 striking ‘‘the Office of Financial Re24 search or’’; and 


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

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

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

4 ‘‘SEC. 118. COUNCIL FUNDING. 

5 ‘‘There is authorized to be appropriated to the Council 

6 $4,000,000 for fiscal year 2017 and each fiscal year there7 after to carry out the duties of the Council.’’; 

8 (5) in section 163— 

9 (A) by striking subsection (a); 

10 (B) by redesignating subsection (b) as sub11 section (a); and 

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

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

14 company supervised by the Board of Gov15 ernors’’ each place such term appears; 

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

17 addition’’ and inserting the following: 

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

19 (iii) by adding at the end the fol20 lowing: 

21 ‘‘(B) EXCEPTION FOR QUALIFYING BANKING

22 ORGANIZATION.—Subparagraph (A) shall not 

23 apply to a proposed acquisition by a qualifying 

24 banking organization, as defined under section 


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1 605 of the Financial CHOICE Act of 2017.’’; 

2 and 

3 (6) in section 165— 

4 (A) by striking ‘‘nonbank financial compa5 nies supervised by the Board of Governors and’’ 

6 each place such term appears; 

7 (B) by striking ‘‘nonbank financial com8 pany supervised by the Board of Governors and’’ 

9 each place such term appears; 

10 (C) in subsection (a), by amending para11 graph (2) to read as follows: 

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

13 more stringent prudential standards under this sec14 tion, the Board of Governors may differentiate among 

15 companies on an individual basis or by category, tak16 ing into consideration their capital structure, riski17 ness, complexity, financial activities (including the fi18 nancial activities of their subsidiaries), size, and any 

19 other risk-related factors that the Board of Governors 

20 deems appropriate.’’; 

21 (D) in subsection (b)— 

22 (i) in paragraph (1)(B)(iv), by strik23 ing ‘‘, on its own or pursuant to a rec24 ommendation made by the Council in ac25 cordance with section 115,’’; 


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1 (ii) in paragraph (2)— 

2 (I) by striking ‘‘foreign nonbank 

3 financial company supervised by the 

4 Board of Governors or’’; 

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

6 that follows through ‘‘give due’’ and in7 serting ‘‘shall give due’’; 

8 (III) in subparagraph (A), by 

9 striking ‘‘; and’’ and inserting a pe10 riod; and 

11 (IV) by striking subparagraph 

12 (B); 

13 (iii) in paragraph (3)— 

14 (I) in subparagraph (A)— 

15 (aa) by striking clause (i); 

16 (bb) by redesignating clauses 

17 (ii), (iii), and (iv) as clauses (i), 

18 (ii), and (iii), respectively; and 

19 (cc) in clause (iii), as so re20 designated, by adding ‘‘and’’ at 

21 the end; 

22 (II) by striking subparagraphs 

23 (B) and (C); and 

24 (III) by redesignating subpara25 graph (D) as subparagraph (B); and 


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

2 nonbank financial company supervised by 

3 the Board of Governors or’’; 

4 (E) in subsection (c)— 

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

6 ‘‘under section 115(c)’’; and 

7 (ii) in paragraph (2)— 

8 (I) by amending subparagraph 

9 (A) to read as follows: 

10 ‘‘(A) any recommendations of the Council;’’; 

11 and 

12 (II) in subparagraph (D), by 

13 striking ‘‘nonbank financial company 

14 supervised by the Board of Governors 

15 or’’; 

16 (F) in subsection (d)— 

17 (i) by striking ‘‘a nonbank financial 

18 company supervised by the Board of Gov19 ernors or’’ each place such term appears; 

20 (ii) in paragraph (1), by striking ‘‘pe21 riodically’’ and inserting ‘‘not more often 

22 than every 2 years’’; 

23 (iii) in paragraph (3)— 

24 (I) by striking ‘‘The Board’’ and 

25 inserting the following: 


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1 ‘‘(A) IN GENERAL.—The Board’’; 

2 (II) by striking ‘‘shall review’’ 

3 and inserting the following: ‘‘shall— 

4 ‘‘(i) review’’; 

5 (III) by striking the period and 

6 inserting ‘‘; and’’; and 

7 (IV) by adding at the end the fol8 lowing: 

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

10 month period beginning on the date the 

11 bank holding company submits the resolu12 tion plan, provide feedback to the bank 

13 holding company on such plan. 

14 ‘‘(B) DISCLOSURE OF ASSESSMENT FRAME15 WORK.—The Board of Governors shall publicly 

16 disclose the assessment framework that is used to 

17 review information under this paragraph and 

18 shall provide the public with a notice and com19 ment period before finalizing such assessment 

20 framework.’’. 

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

22 ‘‘nonbank financial company supervised by 

23 the Board, any bank holding company,’’ 

24 and inserting ‘‘bank holding company’’; 

25 (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 such 

7 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 (3), 

18 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 Of21 fice,’’; 

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 sets 

4 of conditions under which the evalua5 tion required by this subsection shall 

6 be conducted, including baseline, ad7 verse, and severely adverse, and meth8 odologies, including models used to es9 timate losses on certain assets, and the 

10 Board of Governors shall not carry out 

11 any such evaluation until 60 days 

12 after such regulations are issued; and 

13 ‘‘(II) provide copies of such regu14 lations to the Comptroller General of 

15 the United States and the Panel of 

16 Economic Advisors of the Congres17 sional Budget Office before publishing 

18 such regulations;’’; 

19 (bb) in clause (ii), by strik20 ing ‘‘and nonbank financial com21 panies’’; 

22 (cc) in clause (iv), by strik23 ing ‘‘and’’ at the end; 

24 (dd) in clause (v), by strik25 ing the period and inserting the 


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1 following: ‘‘, including any results 

2 of a resubmitted test;’’; and 

3 (ee) by adding at the end the 

4 following: 

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

6 adverse condition under clause (i), provide 

7 detailed consideration of the model’s effects 

8 on financial stability and the cost and 

9 availability of credit; 

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

11 and methodologies and providing them for 

12 notice and comment under this subpara13 graph, publish a process to test the models 

14 and methodologies for their potential to 

15 magnify systemic and institutional risks in16 stead of facilitating increased resiliency; 

17 ‘‘(viii) shall design and publish a proc18 ess to test and document the sensitivity and 

19 uncertainty associated with the model sys20 tem’s data quality, specifications, and as21 sumptions; and 

22 ‘‘(ix) shall communicate the range and 

23 sources of uncertainty surrounding the mod24 els and methodologies.’’; and 


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1 (III) by adding at the end the fol2 lowing: 

3 ‘‘(C) CCAR REQUIREMENTS.— 

4 ‘‘(i) PARAMETERS AND CONSEQUENCES

5 APPLICABLE TO CCAR.—The requirements of 

6 subparagraph (B) shall apply to CCAR. 

7 ‘‘(ii) TWO-YEAR LIMITATION.—The 

8 Board of Governors may not subject a com9 pany to CCAR more than once every two 

10 years. 

11 ‘‘(iii) MID-CYCLE RESUBMISSION.—If a 

12 company receives a quantitative objection 

13 to, or otherwise desires to amend the com14 pany’s capital plan, the company may file 

15 a new streamlined plan at any time after 

16 a capital planning exercise has been com17 pleted and before a subsequent capital plan18 ning exercise. 

19 ‘‘(iv) LIMITATION ON QUALITATIVE

20 CAPITAL PLANNING OBJECTIONS.—In car21 rying out CCAR, the Board of Governors 

22 may not object to a company’s capital plan 

23 on the basis of qualitative deficiencies in the 

24 company’s capital planning process. 


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1 ‘‘(v) COMPANY INQUIRIES.—The Board 

2 of Governors shall establish and publish 

3 procedures for responding to inquiries from 

4 companies subject to CCAR, including es5 tablishing the time frame in which such re6 sponses will be made, and make such proce7 dures publicly available. 

8 ‘‘(vi) CCAR DEFINED.—For purposes 

9 of this subparagraph and subparagraph 

10 (E), the term ‘CCAR’ means the Com11 prehensive Capital Analysis and Review es12 tablished by the Board of Governors.’’; and 

13 (ii) in paragraph (2)— 

14 (I) in subparagraph (A)— 

15 (aa) by striking ‘‘a bank 

16 holding company’’ and inserting 

17 ‘‘bank holding company’’; 

18 (bb) by striking ‘‘semi19 annual’’ and inserting ‘‘annual’’; 

20 (cc) by striking ‘‘All other fi21 nancial companies’’ and inserting 

22 ‘‘All other bank holding compa23 nies’’; and 


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1 (dd) by striking ‘‘and are 

2 regulated by a primary Federal 

3 financial regulatory agency’’; 

4 (II) in subparagraph (B)— 

5 (aa) by striking ‘‘and to its 

6 primary financial regulatory 

7 agency’’; and 

8 (bb) by striking ‘‘primary fi9 nancial regulatory agency’’ the 

10 second time it appears and insert11 ing ‘‘Board of Governors’’; and 

12 (III) in subparagraph (C)— 

13 (aa) by striking ‘‘Each Fed14 eral primary financial regulatory 

15 agency, in coordination with the 

16 Board of Governors and the Fed17 eral Insurance Office,’’ and insert18 ing ‘‘The Board of Governors’’; 

19 and 

20 (bb) by striking ‘‘consistent 

21 and comparable’’. 

22 (K) in subsection (j)— 

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

24 nonbank financial company supervised by 

25 the Board of Governors’’; and 


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

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

3 of section 113 and any other’’ and inserting 

4 ‘‘any’’; 

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

6 nonbank financial company supervised by the 

7 Board of Governors’’; and 

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

9 ‘‘(l) EXEMPTION FOR QUALIFYING BANKING ORGANI10 ZATIONS.—This section shall not apply to a proposed acqui11 sition by a qualifying banking organization, as defined 

12 under section 605 of the Financial CHOICE Act of 2017.’’. 

13 (c) TREATMENT OF OTHER RESOLUTION PLAN RE14 QUIREMENTS.— 

15 (1) IN GENERAL.—With respect to an appro16 priate Federal banking agency that requires a bank17 ing organization to submit to the agency a resolution 

18 plan not described under section 165(d) of the Dodd19 Frank Wall Street Reform and Consumer Protection 

20 Act— 

21 (A) the agency shall comply with the re22 quirements of paragraphs (3) and (4) of such 

23 section 165(d); 


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1 (B) the agency may not require the submis2 sion of such a resolution plan more often than 

3 every 2 years; and 

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

5 165(d) shall apply to such a resolution plan. 

6 (2) DEFINITIONS.—For purposes of this sub7 section, the terms ‘‘appropriate Federal banking agen8 cy’’ and ‘‘banking organization’’ have the meaning 

9 given those terms, respectively, under section 105. 

10 (d) ACTIONS TO CREATE A BANK HOLDING COM11 PANY.—Section 3(b)(1) of the Bank Holding Company Act 

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

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

14 the following: 

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

16 (2) by striking ‘‘Notwithstanding any other pro17 vision’’ and inserting the following: 

18 ‘‘(B) IMMEDIATE ACTION.— 

19 ‘‘(i) IN GENERAL.—Notwithstanding 

20 any other provision’’; and 

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

22 ‘‘(ii) EXCEPTION.—The Board may not 

23 take any action pursuant to clause (i) on 

24 an application that would cause any com25 pany to become a bank holding company 


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1 unless such application involves the com2 pany acquiring a bank that is critically 

3 undercapitalized (as such term is defined 

4 under section 38(b) of the Federal Deposit 

5 Insurance Act).’’. 

6 (e) CONCENTRATION LIMITS APPLIED ONLY TO BANK7 ING ORGANIZATIONS.—Section 14 of the Bank Holding 

8 Company Act of 1956 (12 U.S.C. 1852) is amended— 

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

10 such term appears and inserting ‘‘banking organiza11 tion’’; 

12 (2) in subsection (a)— 

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

14 follows: 

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

16 ‘‘(A) an insured depository institution; 

17 ‘‘(B) a bank holding company; 

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

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

20 depository institution; and 

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

22 treated as a bank holding company for purposes 

23 of this Act; and’’; 

24 (B) in paragraph (3)— 


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

2 ‘‘and’’ at the end; 

3 (ii) in subparagraph (B)(ii), by strik4 ing ‘‘; and’’ and inserting a period; and 

5 (iii) by striking subparagraph (C); 

6 and 

7 (3) in subsection (b), by striking ‘‘financial com8 panies’’ and inserting ‘‘banking organizations’’. 

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

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

11 Office of Financial Research,’’. 

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

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

14 and Consumer Protection Act is amended by striking the 

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

16 116, 117, 119, 120, 121, 161, 162, 164, 166, 167, 168, 170, 

17 172, 174, and 175. 

18 SEC. 152. OPERATIONAL RISK CAPITAL REQUIREMENTS 

19 FOR BANKING ORGANIZATIONS. 

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

21 agency may not establish an operational risk capital re22 quirement for banking organizations, unless such require23 ment— 

24 (1) is based on the risks posed by a banking or25 ganization’s current activities and businesses; 


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1 (2) is appropriately sensitive to the risks posed 

2 by such current activities and businesses; 

3 (3) is determined under a forward-looking assess4 ment of potential losses that may arise out of a bank5 ing organization’s current activities and businesses, 

6 which is not solely based on a banking organization’s 

7 historical losses; and 

8 (4) permits adjustments based on qualifying 

9 operational risk mitigants. 

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

11 terms ‘‘appropriate Federal banking agency’’ and ‘‘banking 

12 organization’’ have the meaning given those terms, respec13 tively, under section 605. 

14 TITLE II—DEMANDING AC15 COUNTABILITY FROM WALL 

16 STREET 

17 Subtitle A—SEC Penalties 

18 Modernization 

19 SEC. 211. ENHANCEMENT OF CIVIL PENALTIES FOR SECURI20 TIES LAWS VIOLATIONS. 

21 (a) UPDATED CIVIL MONEY PENALTIES.— 

22 (1) SECURITIES ACT OF 1933.— 

23 (A) MONEY PENALTIES IN ADMINISTRATIVE

24 ACTIONS.—Section 8A(g)(2) of the Securities Act 

25 of 1933 (15 U.S.C. 77h–1(g)(2)) is amended— 


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1 (i) in subparagraph (A)— 

2 (I) by striking ‘‘$7,500’’ and in3 serting ‘‘$10,000’’; and 

4 (II) by striking ‘‘$75,000’’ and in5 serting ‘‘$100,000’’; 

6 (ii) in subparagraph (B)— 

7 (I) by striking ‘‘$75,000’’ and in8 serting ‘‘$100,000’’; and 

9 (II) by striking ‘‘$375,000’’ and 

10 inserting ‘‘$500,000’’; and 

11 (iii) by striking subparagraph (C) and 

12 inserting the following: 

13 ‘‘(C) THIRD TIER.— 

14 ‘‘(i) IN GENERAL.—Notwithstanding 

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

16 penalty for each such act or omission shall 

17 not exceed the amount specified in clause 

18 (ii) if— 

19 ‘‘(I) the act or omission described 

20 in paragraph (1) involved fraud, de21 ceit, manipulation, or deliberate or 

22 reckless disregard of a regulatory re23 quirement; and 

24 ‘‘(II) such act or omission directly 

25 or indirectly resulted in— 


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1 ‘‘(aa) substantial losses or 

2 created a significant risk of sub3 stantial losses to other persons; or 

4 ‘‘(bb) substantial pecuniary 

5 gain to the person who committed 

6 the act or omission. 

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

9 is the greatest of— 

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

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

13 pecuniary gain to the person who com14 mitted the act or omission; or 

15 ‘‘(III) the amount of losses in16 curred by victims as a result of the act 

17 or omission.’’. 

18 (B) MONEY PENALTIES IN CIVIL ACTIONS.— 

19 Section 20(d)(2) of the Securities Act of 1933 (15 

20 U.S.C. 77t(d)(2)) is amended— 

21 (i) in subparagraph (A)— 

22 (I) by striking ‘‘$5,000’’ and in23 serting ‘‘$10,000’’; and 

24 (II) by striking ‘‘$50,000’’ and in25 serting ‘‘$100,000’’; 


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1 (ii) in subparagraph (B)— 

2 (I) by striking ‘‘$50,000’’ and in3 serting ‘‘$100,000’’; and 

4 (II) by striking ‘‘$250,000’’ and 

5 inserting ‘‘$500,000’’; and 

6 (iii) by striking subparagraph (C) and 

7 inserting the following: 

8 ‘‘(C) THIRD TIER.— 

9 ‘‘(i) IN GENERAL.—Notwithstanding 

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

11 penalty for each such violation shall not ex12 ceed the amount specified in clause (ii) if— 

13 ‘‘(I) the violation described in 

14 paragraph (1) involved fraud, deceit, 

15 manipulation, or deliberate or reckless 

16 disregard of a regulatory requirement; 

17 and 

18 ‘‘(II) such violation directly or in19 directly resulted in substantial losses 

20 or created a significant risk of substan21 tial losses to other persons. 

22 ‘‘(ii) MAXIMUM AMOUNT OF PEN23 ALTY.—The amount referred to in clause (i) 

24 is the greatest of— 


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1 ‘‘(I) $300,000 for a natural per2 son or $1,450,000 for any other person; 

3 ‘‘(II) 3 times the gross amount of 

4 pecuniary gain to such defendant as a 

5 result of the violation; or 

6 ‘‘(III) the amount of losses in7 curred by victims as a result of the vio8 lation.’’. 

9 (2) SECURITIES EXCHANGE ACT OF 1934.— 

10 (A) MONEY PENALTIES IN CIVIL ACTIONS.— 

11 Section 21(d)(3)(B) of the Securities Exchange 

12 Act of 1934 (15 U.S.C. 78u(d)(3)(B)) is amend13 ed— 

14 (i) in clause (i)— 

15 (I) by striking ‘‘$5,000’’ and in16 serting ‘‘$10,000’’; and 

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

19 (ii) in clause (ii)— 

20 (I) by striking ‘‘$50,000’’ and in21 serting ‘‘$100,000’’; and 

22 (II) by striking ‘‘$250,000’’ and 

23 inserting ‘‘$500,000’’; and 

24 (iii) by striking clause (iii) and insert25 ing the following: 


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1 ‘‘(iii) THIRD TIER.— 

2 ‘‘(I) IN GENERAL.—Notwithstanding 

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

4 for each such violation shall not exceed the 

5 amount specified in subclause (II) if— 

6 ‘‘(aa) the violation described in 

7 subparagraph (A) involved fraud, de8 ceit, manipulation, or deliberate or 

9 reckless disregard of a regulatory re10 quirement; and 

11 ‘‘(bb) such violation directly or 

12 indirectly resulted in substantial losses 

13 or created a significant risk of substan14 tial losses to other persons. 

15 ‘‘(II) MAXIMUM AMOUNT OF PEN16 ALTY.—The amount referred to in subclause 

17 (I) is the greatest of— 

18 ‘‘(aa) $300,000 for a natural per19 son or $1,450,000 for any other person; 

20 ‘‘(bb) 3 times the gross amount of 

21 pecuniary gain to such defendant as a 

22 result of the violation; or 

23 ‘‘(cc) the amount of losses in24 curred by victims as a result of the vio25 lation.’’. 


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1 (B) MONEY PENALTIES IN ADMINISTRATIVE

2 ACTIONS.—Section 21B(b) of the Securities Ex3 change Act of 1934 (15 U.S.C. 78u–2(b)) is 

4 amended— 

5 (i) in paragraph (1)— 

6 (I) by striking ‘‘$5,000’’ and in7 serting ‘‘$10,000’’; and 

8 (II) by striking ‘‘$50,000’’ and in9 serting ‘‘$100,000’’; 

10 (ii) in paragraph (2)— 

11 (I) by striking ‘‘$50,000’’ and in12 serting ‘‘$100,000’’; and 

13 (II) by striking ‘‘$250,000’’ and 

14 inserting ‘‘$500,000’’; and 

15 (iii) by striking paragraph (3) and in16 serting the following: 

17 ‘‘(3) THIRD TIER.— 

18 ‘‘(A) IN GENERAL.—Notwithstanding para19 graphs (1) and (2), the amount of penalty for 

20 each such act or omission shall not exceed the 

21 amount specified in subparagraph (B) if— 

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

23 subsection (a) involved fraud, deceit, ma24 nipulation, or deliberate or reckless dis25 regard of a regulatory requirement; and 


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

2 indirectly resulted in substantial losses or 

3 created a significant risk of substantial 

4 losses to other persons or resulted in sub5 stantial pecuniary gain to the person who 

6 committed the act or omission. 

7 ‘‘(B) MAXIMUM AMOUNT OF PENALTY.—The 

8 amount referred to in subparagraph (A) is the 

9 greatest of— 

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

11 $1,450,000 for any other person; 

12 ‘‘(ii) 3 times the gross amount of pecu13 niary gain to the person who committed the 

14 act or omission; or 

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

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

17 (3) INVESTMENT COMPANY ACT OF 1940.— 

18 (A) MONEY PENALTIES IN ADMINISTRATIVE

19 ACTIONS.—Section 9(d)(2) of the Investment 

20 Company Act of 1940 (15 U.S.C. 80a–9(d)(2)) is 

21 amended— 

22 (i) in subparagraph (A)— 

23 (I) by striking ‘‘$5,000’’ and in24 serting ‘‘$10,000’’; and 


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1 (II) by striking ‘‘$50,000’’ and in2 serting ‘‘$100,000’’; 

3 (ii) in subparagraph (B)— 

4 (I) by striking ‘‘$50,000’’ and in5 serting ‘‘$100,000’’; and 

6 (II) by striking ‘‘$250,000’’ and 

7 inserting ‘‘$500,000’’; and 

8 (iii) by striking subparagraph (C) and 

9 inserting the following: 

10 ‘‘(C) THIRD TIER.— 

11 ‘‘(i) IN GENERAL.—Notwithstanding 

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

13 penalty for each such act or omission shall 

14 not exceed the amount specified in clause 

15 (ii) if— 

16 ‘‘(I) the act or omission described 

17 in paragraph (1) involved fraud, de18 ceit, manipulation, or deliberate or 

19 reckless disregard of a regulatory re20 quirement; and 

21 ‘‘(II) such act or omission directly 

22 or indirectly resulted in substantial 

23 losses or created a significant risk of 

24 substantial losses to other persons or 

25 resulted in substantial pecuniary gain 


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1 to the person who committed the act or 

2 omission. 

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

5 is the greatest of— 

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

8 ‘‘(II) 3 times the gross amount of 

9 pecuniary gain to the person who com10 mitted the act or omission; or 

11 ‘‘(III) the amount of losses in12 curred by victims as a result of the act 

13 or omission.’’. 

14 (B) MONEY PENALTIES IN CIVIL ACTIONS.— 

15 Section 42(e)(2) of the Investment Company Act 

16 of 1940 (15 U.S.C. 80a–41(e)(2)) is amended— 

17 (i) in subparagraph (A)— 

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

20 (II) by striking ‘‘$50,000’’ and in21 serting ‘‘$100,000’’; 

22 (ii) in subparagraph (B)— 

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 subparagraph (C) and 

4 inserting the following: 

5 ‘‘(C) THIRD TIER.— 

6 ‘‘(i) IN GENERAL.—Notwithstanding 

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

8 penalty for each such violation shall not ex9 ceed the amount specified in clause (ii) if— 

10 ‘‘(I) the violation described in 

11 paragraph (1) involved fraud, deceit, 

12 manipulation, or deliberate or reckless 

13 disregard of a regulatory requirement; 

14 and 

15 ‘‘(II) such violation directly or in16 directly resulted in substantial losses 

17 or created a significant risk of substan18 tial losses to other persons. 

19 ‘‘(ii) MAXIMUM AMOUNT OF PEN20 ALTY.—The amount referred to in clause (i) 

21 is the greatest of— 

22 ‘‘(I) $300,000 for a natural per23 son or $1,450,000 for any other person; 


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1 ‘‘(II) 3 times the gross amount of 

2 pecuniary gain to such defendant as a 

3 result of the violation; or 

4 ‘‘(III) the amount of losses in5 curred by victims as a result of the vio6 lation.’’. 

7 (4) INVESTMENT ADVISERS ACT OF 1940.— 

8 (A) MONEY PENALTIES IN ADMINISTRATIVE

9 ACTIONS.—Section 203(i)(2) of the Investment 

10 Advisers Act of 1940 (15 U.S.C. 80b–3(i)(2)) is 

11 amended— 

12 (i) in subparagraph (A)— 

13 (I) by striking ‘‘$5,000’’ and in14 serting ‘‘$10,000’’; and 

15 (II) by striking ‘‘$50,000’’ and in16 serting ‘‘$100,000’’; 

17 (ii) in subparagraph (B)— 

18 (I) by striking ‘‘$50,000’’ and in19 serting ‘‘$100,000’’; and 

20 (II) by striking ‘‘$250,000’’ and 

21 inserting ‘‘$500,000’’; and 

22 (iii) by striking subparagraph (C) and 

23 inserting the following: 

24 ‘‘(C) THIRD TIER.— 


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1 ‘‘(i) IN GENERAL.—Notwithstanding 

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

3 penalty for each such act or omission shall 

4 not exceed the amount specified in clause 

5 (ii) if— 

6 ‘‘(I) the act or omission described 

7 in paragraph (1) involved fraud, de8 ceit, manipulation, or deliberate or 

9 reckless disregard of a regulatory re10 quirement; and 

11 ‘‘(II) such act or omission directly 

12 or indirectly resulted in substantial 

13 losses or created a significant risk of 

14 substantial losses to other persons or 

15 resulted in substantial pecuniary gain 

16 to the person who committed the act or 

17 omission. 

18 ‘‘(ii) MAXIMUM AMOUNT OF PEN19 ALTY.—The amount referred to in clause (i) 

20 is the greatest of— 

21 ‘‘(I) $300,000 for a natural per22 son or $1,450,000 for any other person; 

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

24 pecuniary gain to the person who com25 mitted the act or omission; or 


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

3 or omission.’’. 

4 (B) MONEY PENALTIES IN CIVIL ACTIONS.— 

5 Section 209(e)(2) of the Investment Advisers Act 

6 of 1940 (15 U.S.C. 80b–9(e)(2)) is amended— 

7 (i) in subparagraph (A)— 

8 (I) by striking ‘‘$5,000’’ and in9 serting ‘‘$10,000’’; and 

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

12 (ii) in subparagraph (B)— 

13 (I) by striking ‘‘$50,000’’ and in14 serting ‘‘$100,000’’; and 

15 (II) by striking ‘‘$250,000’’ and 

16 inserting ‘‘$500,000’’; and 

17 (iii) by striking subparagraph (C) and 

18 inserting the following: 

19 ‘‘(C) THIRD TIER.— 

20 ‘‘(i) IN GENERAL.—Notwithstanding 

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

22 penalty for each such violation shall not ex23 ceed the amount specified in clause (ii) if— 

24 ‘‘(I) the violation described in 

25 paragraph (1) involved fraud, deceit, 


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1 manipulation, or deliberate or reckless 

2 disregard of a regulatory requirement; 

3 and 

4 ‘‘(II) such violation directly or in5 directly resulted in substantial losses 

6 or created a significant risk of substan7 tial losses to other persons. 

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

10 is the greatest of— 

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

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 vio18 lation.’’. 

19 (b) PENALTIES FOR RECIDIVISTS.— 

20 (1) SECURITIES ACT OF 1933.— 

21 (A) MONEY PENALTIES IN ADMINISTRATIVE

22 ACTIONS.—Section 8A(g)(2) of the Securities Act 

23 of 1933 (15 U.S.C. 77h–1(g)(2)) is amended by 

24 adding at the end the following: 


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1 ‘‘(D) FOURTH TIER.—Notwithstanding sub2 paragraphs (A), (B), and (C), the maximum 

3 amount of penalty for each such act or omission 

4 shall be 3 times the otherwise applicable amount 

5 in such subparagraphs if, within the 5-year pe6 riod preceding such act or omission, the person 

7 who committed the act or omission was crimi8 nally convicted for securities fraud or became 

9 subject to a judgment or order imposing mone10 tary, equitable, or administrative relief in any 

11 Commission action alleging fraud by that per12 son.’’. 

13 (B) MONEY PENALTIES IN CIVIL ACTIONS.— 

14 Section 20(d)(2) of the Securities Act of 1933 (15 

15 U.S.C. 77t(d)(2)) is amended by adding at the 

16 end the following: 

17 ‘‘(D) FOURTH TIER.—Notwithstanding sub18 paragraphs (A), (B), and (C), the maximum 

19 amount of penalty for each such violation shall 

20 be 3 times the otherwise applicable amount in 

21 such subparagraphs if, within the 5-year period 

22 preceding such violation, the defendant was 

23 criminally convicted for securities fraud or be24 came subject to a judgment or order imposing 

25 monetary, equitable, or administrative relief in 


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1 any Commission action alleging fraud by that 

2 defendant.’’. 

3 (2) SECURITIES EXCHANGE ACT OF 1934.— 

4 (A) MONEY PENALTIES IN CIVIL ACTIONS.— 

5 Section 21(d)(3)(B) of the Securities Exchange 

6 Act of 1934 (15 U.S.C. 78u(d)(3)(B)) is amended 

7 by adding at the end the following: 

8 ‘‘(iv) FOURTH TIER.—Notwithstanding 

9 clauses (i), (ii), and (iii), the maximum 

10 amount of penalty for each such violation 

11 shall be 3 times the otherwise applicable 

12 amount in such clauses if, within the 5-year 

13 period preceding such violation, the defend14 ant was criminally convicted for securities 

15 fraud or became subject to a judgment or 

16 order imposing monetary, equitable, or ad17 ministrative relief in any Commission ac18 tion alleging fraud by that defendant.’’. 

19 (B) MONEY PENALTIES IN ADMINISTRATIVE

20 ACTIONS.—Section 21B(b) of the Securities Ex21 change Act of 1934 (15 U.S.C. 78u–2(b)) is 

22 amended by adding at the end the following: 

23 ‘‘(4) FOURTH TIER.—Notwithstanding para24 graphs (1), (2), and (3), the maximum amount of 

25 penalty for each such act or omission shall be 3 times 


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1 the otherwise applicable amount in such paragraphs 

2 if, within the 5-year period preceding such act or 

3 omission, the person who committed the act or omis4 sion was criminally convicted for securities fraud or 

5 became subject to a judgment or order imposing mon6 etary, equitable, or administrative relief in any Com7 mission action alleging fraud by that person.’’. 

8 (3) INVESTMENT COMPANY ACT OF 1940.— 

9 (A) MONEY PENALTIES IN ADMINISTRATIVE

10 ACTIONS.—Section 9(d)(2) of the Investment 

11 Company Act of 1940 (15 U.S.C. 80a–9(d)(2)) is 

12 amended by adding at the end the following: 

13 ‘‘(D) FOURTH TIER.—Notwithstanding sub14 paragraphs (A), (B), and (C), the maximum 

15 amount of penalty for each such act or omission 

16 shall be 3 times the otherwise applicable amount 

17 in such subparagraphs if, within the 5-year pe18 riod preceding such act or omission, the person 

19 who committed the act or omission was crimi20 nally convicted for securities fraud or became 

21 subject to a judgment or order imposing mone22 tary, equitable, or administrative relief in any 

23 Commission action alleging fraud by that per24 son.’’. 


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1 (B) MONEY PENALTIES IN CIVIL ACTIONS.— 

2 Section 42(e)(2) of the Investment Company Act 

3 of 1940 (15 U.S.C. 80a–41(e)(2)) is amended by 

4 adding at the end the following: 

5 ‘‘(D) FOURTH TIER.—Notwithstanding sub6 paragraphs (A), (B), and (C), the maximum 

7 amount of penalty for each such violation shall 

8 be 3 times the otherwise applicable amount in 

9 such subparagraphs if, within the 5-year period 

10 preceding such violation, the defendant was 

11 criminally convicted for securities fraud or be12 came subject to a judgment or order imposing 

13 monetary, equitable, or administrative relief in 

14 any Commission action alleging fraud by that 

15 defendant.’’. 

16 (4) INVESTMENT ADVISERS ACT OF 1940.— 

17 (A) MONEY PENALTIES IN ADMINISTRATIVE

18 ACTIONS.—Section 203(i)(2) of the Investment 

19 Advisers Act of 1940 (15 U.S.C. 80b–3(i)(2)) is 

20 amended by adding at the end the following: 

21 ‘‘(D) FOURTH TIER.—Notwithstanding sub22 paragraphs (A), (B), and (C), the maximum 

23 amount of penalty for each such act or omission 

24 shall be 3 times the otherwise applicable amount 

25 in such subparagraphs if, within the 5-year peVerDate Sep 11 2014 20:38 May 25, 2017 Jkt 069200 PO 00000 Frm 00086 Fmt 6652 Sfmt 6203 E:\BILLS\H10.RH H10

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1 riod preceding such act or omission, the person 

2 who committed the act or omission was crimi3 nally convicted for securities fraud or became 

4 subject to a judgment or order imposing mone5 tary, equitable, or administrative relief in any 

6 Commission action alleging fraud by that per7 son.’’. 

8 (B) MONEY PENALTIES IN CIVIL ACTIONS.— 

9 Section 209(e)(2) of the Investment Advisers Act 

10 of 1940 (15 U.S.C. 80b–9(e)(2)) is amended by 

11 adding at the end the following: 

12 ‘‘(D) FOURTH TIER.—Notwithstanding sub13 paragraphs (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 (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 inserting 

10 the following: 

11 ‘‘(4) SPECIAL PROVISIONS RELATING TO A VIOLA12 TION OF AN INJUNCTION OR CERTAIN ORDERS.— 

13 ‘‘(A) IN GENERAL.—Each separate violation 

14 of an injunction or order described in subpara15 graph (B) shall be a separate offense, except that 

16 in the case of a violation through a continuing 

17 failure to comply with such injunction or order, 

18 each day of the failure to comply with the in19 junction or order shall be deemed a separate of20 fense. 

21 ‘‘(B) INJUNCTIONS AND ORDERS.—Subpara22 graph (A) shall apply with respect to any action 

23 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 ac4 tivities or functions of, or prohibits the ac5 tivities 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 1934 

11 (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 case 

24 of a violation through a continuing failure to 

25 comply with such injunction or order, each day 


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1 of the failure to comply with the injunction or 

2 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 ac11 tivities or functions of, or prohibits the ac12 tivities 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.—Section 

17 42(e) of the Investment Company Act of 1940 (15 

18 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 inserting 

25 the following: 


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1 ‘‘(4) SPECIAL PROVISIONS RELATING TO A VIOLA2 TION OF AN INJUNCTION OR CERTAIN ORDERS.— 

3 ‘‘(A) IN GENERAL.—Each separate violation 

4 of an injunction or order described in subpara5 graph (B) shall be a separate offense, except that 

6 in the case of a violation through a continuing 

7 failure to comply with such injunction or order, 

8 each day of the failure to comply with the in9 junction or order shall be deemed a separate of10 fense. 

11 ‘‘(B) INJUNCTIONS AND ORDERS.—Subpara12 graph (A) shall apply with respect to any action 

13 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 ac19 tivities or functions of, or prohibits the ac20 tivities 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 (15 

3 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 inserting 

10 the following: 

11 ‘‘(4) SPECIAL PROVISIONS RELATING TO A VIOLA12 TION OF AN INJUNCTION OR CERTAIN ORDERS.— 

13 ‘‘(A) IN GENERAL.—Each separate violation 

14 of an injunction or order described in subpara15 graph (B) shall be a separate offense, except that 

16 in the case of a violation through a continuing 

17 failure to comply with such injunction or order, 

18 each day of the failure to comply with the in19 junction or order shall be deemed a separate of20 fense. 

21 ‘‘(B) INJUNCTIONS AND ORDERS.—Subpara22 graph (A) shall apply with respect to any action 

23 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 ac4 tivities or functions of, or prohibits the ac5 tivities 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 this 

10 section shall apply with respect to conduct that occurs after 

11 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 inserting 

21 ‘‘$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 inserting 

2 ‘‘$22,000,000’’. 

3 (b) EFFECTIVE DATE.—The amendments made by this 

4 section shall apply with respect to conduct that occurs after 

5 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 Securities 

10 Exchange Act of 1934 (15 U.S.C. 78u–1(a)(3)) is amended 

11 by striking ‘‘$1,000,000’’ and inserting ‘‘$2,500,000’’. 

12 (b) EFFECTIVE DATE.—The amendment made by this 

13 section shall apply with respect to conduct that occurs after 

14 the date of the enactment of this Act. 

15 SEC. 214. UPDATE OF CERTAIN OTHER PENALTIES. 

16 (a) IN GENERAL.—Section 32 of the Securities Ex17 change Act of 1934 (15 U.S.C. 78ff) is amended— 

18 (1) in subsection (a), by striking ‘‘$5,000,000’’ 

19 and inserting ‘‘$7,000,000’’; and 

20 (2) in subsection (c)— 

21 (A) in paragraph (1)— 

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

23 ‘‘$2,000,000’’ and inserting ‘‘$4,000,000’’; 

24 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’’; and 

6 (ii) in subparagraph (B), by striking 

7 ‘‘$10,000’’ and inserting ‘‘$50,000’’. 

8 (b) EFFECTIVE DATE.—The amendments made by this 

9 section shall apply with respect to conduct that occurs after 

10 the date of the enactment of this Act. 

11 SEC. 215. MONETARY SANCTIONS TO BE USED FOR THE RE12 LIEF OF VICTIMS. 

13 (a) IN GENERAL.—Section 308(a) of the Sarbanes14 Oxley Act of 2002 (15 U.S.C. 7246(a)) is amended to read 

15 as follows: 

16 ‘‘(a) MONETARY SANCTIONS TO BE USED FOR THE

17 RELIEF OF VICTIMS.— 

18 ‘‘(1) IN GENERAL.—If, in any judicial or admin19 istrative action brought by the Commission under the 

20 securities laws, the Commission obtains a monetary 

21 sanction (as defined in section 21F(a) of the Securi22 ties Exchange Act of 1934) against any person for a 

23 violation of such laws, or such person agrees, in settle24 ment of any such action, to such monetary sanction, 

25 the amount of such monetary sanction shall, on the 


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1 motion or at the direction of the Commission, be 

2 added to and become part of a disgorgement fund or 

3 other fund established for the benefit of the victims of 

4 such violation. 

5 ‘‘(2) DEFINITION OF VICTIM.—In this subsection, 

6 the term ‘victim’ has the meaning given the term 

7 ‘crime victim’ in section 3771(e) of title 18, United 

8 States Code.’’. 

9 (b) MONETARY SANCTION DEFINED.—Section 

10 21F(a)(4)(A) of the Securities Exchange Act of 1934 (15 

11 U.S.C. 78u–6(a)(4)(A)) is amended by striking ‘‘ordered’’ 

12 and inserting ‘‘required’’. 

13 (c) EFFECTIVE DATE.—The amendments made by this 

14 section apply with respect to any monetary sanction or15 dered or required to be paid before or after the date of enact16 ment of this Act. 

17 SEC. 216. GAO REPORT ON USE OF CIVIL MONEY PENALTY 

18 AUTHORITY BY COMMISSION. 

19 (a) IN GENERAL.—Not later than 2 years after the 

20 date of the enactment of this Act, the Comptroller General 

21 of the United States shall submit to the Committee on Fi22 nancial Services of the House of Representatives and the 

23 Committee on Banking, Housing, and Urban Affairs of the 

24 Senate a report on the use by the Commission of the author25 ity to impose or obtain civil money penalties for violations 


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1 of the securities laws during the period beginning on June 

2 1, 2010, and ending on the date of the enactment of this 

3 Act. 

4 (b) MATTERS REQUIRED TO BE INCLUDED.—The 

5 matters covered by the report required by subsection (a) 

6 shall include the following: 

7 (1) The types of violations for which civil money 

8 penalties were imposed or obtained. 

9 (2) The types of persons on whom civil money 

10 penalties were imposed or from whom such penalties 

11 were obtained. 

12 (3) The number and dollar amount of civil 

13 money penalties imposed or obtained, disaggregated 

14 as follows: 

15 (A) Penalties imposed in administrative ac16 tions and penalties obtained in judicial actions. 

17 (B) Penalties imposed on or obtained from 

18 issuers (individual and aggregate filers) and 

19 penalties imposed on or obtained from other per20 sons. 

21 (C) Penalties permitted to be retained for 

22 use by the Commission and penalties deposited 

23 in the general fund of the Treasury of the United 

24 States. 


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1 (4) For penalties imposed on or obtained from 

2 issuers: 

3 (A) Whether the violations involved resulted 

4 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 ‘‘Commis8 sion’’, ‘‘issuer’’, and ‘‘securities laws’’ have the meanings 

9 given such terms in section 3(a) of the Securities Exchange 

10 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 the 

18 Financial Institutions Reform, Recovery, and Enforcement 

19 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 per 

24 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 INSUR12 ANCE ACT.—The Federal Deposit Insurance Act (12 U.S.C. 

13 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 and 

19 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 and 

23 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 and 

13 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 THE

17 UNITED STATES.—Title LXII of the Revised Statutes of the 

18 United States is amended— 

19 (1) in section 5213(c), by striking ‘‘$1,000,000’’ 

20 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 ACT.— 

2 The Federal Reserve Act (12 U.S.C. 221 et seq.) is amend3 ed— 

4 (1) in the 6th undesignated paragraph of section 

5 9, by striking ‘‘$1,000,000’’ and inserting 

6 ‘‘$1,500,000’’; 

7 (2) in section 19(l)(4), by striking ‘‘$1,000,000’’ 

8 each place such term appears and inserting 

9 ‘‘$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 ‘‘$1,000,000’’ 

7 and inserting ‘‘$1,500,000’’; and 

8 (B) in section 657, by striking ‘‘$1,000,000’’ 

9 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 Na15 tional Credit Union Administration, and the Securi16 ties 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 the 

20 Division of Research and Statistics, or an em21 ployee of the agency with comparable authority; 

22 (B) with respect to the Consumer Law En23 forcement Agency, the Head of the Office of Eco24 nomic Analysis, or an employee of the agency 

25 with comparable authority; 


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1 (C) with respect to the Commodity Futures 

2 Trading Commission, the Chief Economist, or an 

3 employee of the agency with comparable author4 ity; 

5 (D) with respect to the Federal Deposit In6 surance Corporation, the Director of the Division 

7 of Insurance and Research, or an employee of the 

8 agency with comparable authority; 

9 (E) with respect to the Federal Housing Fi10 nance Agency, the Chief Economist, or an em11 ployee of the agency with comparable authority; 

12 (F) with respect to the Office of the Comp13 troller of the Currency, the Director for Policy 

14 Analysis, or an employee of the agency with 

15 comparable authority; 

16 (G) with respect to the National Credit 

17 Union Administration, the Chief Economist, or 

18 an employee of the agency with comparable au19 thority; and 

20 (H) with respect to the Securities and Ex21 change Commission, the Director of the Division 

22 of Economic and Risk Analysis, or an employee 

23 of the agency with comparable authority; 

24 (3) the term ‘‘Council’’ means the Chief Econo25 mists Council established under section 318; and 


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1 (4) the term ‘‘regulation’’— 

2 (A) means an agency statement of general 

3 applicability and future effect that is designed to 

4 implement, interpret, or prescribe law or policy 

5 or to describe the procedure or practice require6 ments of an agency, including rules, orders of 

7 general applicability, interpretive releases, and 

8 other statements of general applicability that the 

9 agency intends to have the force and effect of 

10 law; and 

11 (B) does not include— 

12 (i) a regulation issued in accordance 

13 with the formal rulemaking provisions of 

14 section 556 or 557 of title 5, United States 

15 Code; 

16 (ii) a regulation that is limited to 

17 agency organization, management, or per18 sonnel matters; 

19 (iii) a regulation promulgated pursu20 ant to statutory authority that expressly 

21 prohibits compliance with this provision; 

22 (iv) a regulation that is certified by 

23 the agency to be an emergency action, if 

24 such certification is published in the Fed25 eral Register; 


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1 (v) a regulation that is promulgated by 

2 the Board of Governors of the Federal Re3 serve System or the Federal Open Market 

4 Committee under section 10A, 10B, 13, 

5 13A, or 19 of the Federal Reserve Act, or 

6 any of subsections (a) through (f) of section 

7 14 of that Act; or 

8 (vi) a regulation filed with the Com9 mission by the Public Company Accounting 

10 Oversight Board, the Municipal Securities 

11 Rulemaking Board, or any national securi12 ties association registered under section 15A 

13 of the Securities Exchange Act of 1934 (15 

14 U.S.C. 78o–4(a)) for which the board or as15 sociation has itself conducted the cost-benefit 

16 analysis and otherwise complied with the 

17 requirements of section 312. 

18 SEC. 312. REQUIRED REGULATORY ANALYSIS. 

19 (a) REQUIREMENTS FOR NOTICES OF PROPOSED

20 RULEMAKING.—An agency may not issue a notice of pro21 posed rulemaking unless the agency includes in the notice 

22 of proposed rulemaking an analysis that contains, at a 

23 minimum, with respect to each regulation that is being pro24 posed— 


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1 (1) an identification of the need for the regula2 tion and the regulatory objective, including identifica3 tion of the nature and significance of the market fail4 ure, regulatory failure, or other problem that neces5 sitates the regulation; 

6 (2) an explanation of why the private market or 

7 State, local, or tribal authorities cannot adequately 

8 address the identified market failure or other problem; 

9 (3) an analysis of the adverse impacts to regu10 lated entities, other market participants, economic ac11 tivity, or agency effectiveness that are engendered by 

12 the regulation and the magnitude of such adverse im13 pacts; 

14 (4) a quantitative and qualitative assessment of 

15 all anticipated direct and indirect costs and benefits 

16 of the regulation (as compared to a benchmark that 

17 assumes the absence of the regulation), including— 

18 (A) compliance costs; 

19 (B) effects on economic activity, net job cre20 ation (excluding jobs related to ensuring compli21 ance with the regulation), efficiency, competi22 tion, and capital formation; 

23 (C) regulatory administrative costs; and 


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1 (D) costs imposed by the regulation on 

2 State, local, or tribal governments or other regu3 latory authorities; 

4 (5) if quantified benefits do not outweigh quan5 titative costs, a justification for the regulation; 

6 (6) an identification and assessment of all avail7 able alternatives to the regulation, including modi8 fication of an existing regulation or statute, together 

9 with— 

10 (A) an explanation of why the regulation 

11 meets the objectives of the regulation more effec12 tively than the alternatives, and if the agency is 

13 proposing multiple alternatives, an explanation 

14 of why a notice of proposed rulemaking, rather 

15 than an advanced notice of proposed rulemaking, 

16 is appropriate; and 

17 (B) if the regulation is not a pilot program, 

18 an explanation of why a pilot program is not 

19 appropriate; 

20 (7) if the regulation specifies the behavior or 

21 manner of compliance, an explanation of why the 

22 agency did not instead specify performance objectives; 

23 (8) an assessment of how the burden imposed by 

24 the regulation will be distributed among market par25 ticipants, including whether consumers, investors, 


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1 small businesses, or independent financial firms and 

2 advisors will be disproportionately burdened; 

3 (9) an assessment of the extent to which the regu4 lation is inconsistent, incompatible, or duplicative 

5 with the existing regulations of the agency or those of 

6 other domestic and international regulatory authori7 ties with overlapping jurisdiction; 

8 (10) a description of any studies, surveys, or 

9 other data relied upon in preparing the analysis; 

10 (11) an assessment of the degree to which the key 

11 assumptions underlying the analysis are subject to 

12 uncertainty; and 

13 (12) an explanation of predicted changes in 

14 market structure and infrastructure and in behavior 

15 by market participants, including consumers and in16 vestors, assuming that they will pursue their economic 

17 interests. 

18 (b) REQUIREMENTS FOR NOTICES OF FINAL RULE19 MAKING.— 

20 (1) IN GENERAL.—Notwithstanding any other 

21 provision of law, an agency may not issue a notice 

22 of final rulemaking with respect to a regulation un23 less the agency— 

24 (A) has issued a notice of proposed rule25 making for the relevant regulation; 


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1 (B) has conducted and includes in the no2 tice of final rulemaking an analysis that con3 tains, at a minimum, the elements required 

4 under subsection (a); and 

5 (C) includes in the notice of final rule6 making regulatory impact metrics selected by the 

7 chief economist to be used in preparing the re8 port required pursuant to section 315. 

9 (2) CONSIDERATION OF COMMENTS.—The agency 

10 shall incorporate in the elements described in para11 graph (1)(B) the data and analyses provided to the 

12 agency by commenters during the comment period, or 

13 explain why the data or analyses are not being incor14 porated. 

15 (3) COMMENT PERIOD.—An agency shall not 

16 publish a notice of final rulemaking with respect to 

17 a regulation, unless the agency— 

18 (A) has allowed at least 90 days from the 

19 date of publication in the Federal Register of the 

20 notice of proposed rulemaking for the submission 

21 of public comments; or 

22 (B) includes in the notice of final rule23 making an explanation of why the agency was 

24 not able to provide a 90-day comment period. 

25 (4) PROHIBITED RULES.— 


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1 (A) IN GENERAL.—An agency may not pub2 lish a notice of final rulemaking if the agency, 

3 in its analysis under paragraph (1)(B), deter4 mines that the quantified costs are greater than 

5 the quantified benefits under subsection (a)(5). 

6 (B) PUBLICATION OF ANALYSIS.—If the 

7 agency is precluded by subparagraph (A) from 

8 publishing a notice of final rulemaking, the 

9 agency shall publish in the Federal Register and 

10 on the public website of the agency its analysis 

11 under paragraph (1)(B), and provide the anal12 ysis to each House of Congress. 

13 (C) CONGRESSIONAL WAIVER.—If the agen14 cy is precluded by subparagraph (A) from pub15 lishing a notice of final rulemaking, Congress, by 

16 joint resolution pursuant to the procedures set 

17 forth for joint resolutions in section 802 of title 

18 5, United States Code, may direct the agency to 

19 publish a notice of final rulemaking notwith20 standing the prohibition contained in subpara21 graph (A). In applying section 802 of title 5, 

22 United States Code, for purposes of this para23 graph, section 802(e)(2) shall not apply and the 

24 terms— 


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1 (i) ‘‘joint resolution’’ or ‘‘joint resolu2 tion described in subsection (a)’’ means only 

3 a joint resolution introduced during the pe4 riod beginning on the submission or publi5 cation date and ending 60 days thereafter 

6 (excluding days either House of Congress is 

7 adjourned for more than 3 days during a 

8 session of Congress), the matter after the re9 solving clause of which is as follows: ‘‘That 

10 Congress directs, notwithstanding the prohi11 bition contained in section 312(b)(4)(A) of 

12 the Financial CHOICE Act of 2017, the 

13 ll to publish the notice of final rule14 making for the regulation or regulations 

15 that were the subject of the analysis sub16 mitted by the ll to Congress on ll.’’ 

17 (The blank spaces being appropriately filled 

18 in.); and 

19 (ii) ‘‘submission or publication date’’ 

20 means— 

21 (I) the date on which the analysis 

22 under paragraph (1)(B) is submitted 

23 to Congress under paragraph (4)(B); 

24 or 


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1 (II) if the analysis is submitted to 

2 Congress less than 60 session days or 

3 60 legislative days before the date on 

4 which the Congress adjourns a session 

5 of Congress, the date on which the 

6 same or succeeding Congress first con7 venes its next session. 

8 SEC. 313. RULE OF CONSTRUCTION. 

9 For purposes of the Paperwork Reduction Act (44 

10 U.S.C. 3501 et seq.), obtaining, causing to be obtained, or 

11 soliciting information for purposes of complying with sec12 tion 312 with respect to a proposed rulemaking shall not 

13 be construed to be a collection of information, provided that 

14 the agency has first issued an advanced notice of proposed 

15 rulemaking in connection with the regulation, identifies 

16 that advanced notice of proposed rulemaking in its solicita17 tion of information, and informs the person from whom the 

18 information is obtained or solicited that the provision of 

19 information is voluntary. 

20 SEC. 314. PUBLIC AVAILABILITY OF DATA AND REGULATORY 

21 ANALYSIS. 

22 (a) IN GENERAL.—At or before the commencement of 

23 the public comment period with respect to a regulation, the 

24 agency shall make available on its public website sufficient 

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1 tions underlying the analyses performed pursuant to section 

2 312 so that the analytical results of the agency are capable 

3 of being substantially reproduced, subject to an acceptable 

4 degree of imprecision or error. 

5 (b) CONFIDENTIALITY.—The agency shall comply with 

6 subsection (a) in a manner that preserves the confiden7 tiality of nonpublic information, including confidential 

8 trade secrets, confidential commercial or financial informa9 tion, and confidential information about positions, trans10 actions, or business practices. 

11 SEC. 315. FIVE-YEAR REGULATORY IMPACT ANALYSIS. 

12 (a) IN GENERAL.—Not later than 5 years after the 

13 date of publication in the Federal Register of a notice of 

14 final rulemaking, the chief economist of the agency shall 

15 issue a report that examines the economic impact of the 

16 subject regulation, including the direct and indirect costs 

17 and benefits of the regulation. 

18 (b) REGULATORY IMPACT METRICS.—In preparing the 

19 report required by subsection (a), the chief economist shall 

20 employ the regulatory impact metrics included in the notice 

21 of final rulemaking pursuant to section 312(b)(1)(C). 

22 (c) REPRODUCIBILITY.—The report shall include the 

23 data, methodologies, and assumptions underlying the eval24 uation so that the agency’s analytical results are capable 


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1 of being substantially reproduced, subject to an acceptable 

2 degree of imprecision or error. 

3 (d) CONFIDENTIALITY.—The agency shall comply with 

4 subsection (c) in a manner that preserves the confidentiality 

5 of nonpublic information, including confidential trade se6 crets, confidential commercial or financial information, 

7 and confidential information about positions, transactions, 

8 or business practices. 

9 (e) REPORT.—The agency shall submit the report re10 quired by subsection (a) to the Committee on Banking, 

11 Housing, and Urban Affairs of the Senate and the Com12 mittee on Financial Services of the House of Representa13 tives and post it on the public website of the agency. The 

14 Commodity Futures Trading Commission shall also submit 

15 its report to the Committee on Agriculture, Nutrition, and 

16 Forestry of the Senate and the Committee on Agriculture 

17 of the House of Representatives. 

18 SEC. 316. RETROSPECTIVE REVIEW OF EXISTING RULES. 

19 (a) REGULATORY IMPROVEMENT PLAN.—Not later 

20 than 1 year after the date of enactment of this Act and 

21 every 5 years thereafter, each agency shall develop, submit 

22 to the Committee on Banking, Housing, and Urban Affairs 

23 of the Senate and the Committee on Financial Services of 

24 the House of Representatives, and post on the public website 

25 of the agency a plan, consistent with law and its resources 


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1 and regulatory priorities, under which the agency will mod2 ify, streamline, expand, or repeal existing regulations so as 

3 to make the regulatory program of the agency more effective 

4 or less burdensome in achieving the regulatory objectives. 

5 The Commodity Futures Trading Commission shall also 

6 submit its plan to the Committee on Agriculture, Nutrition, 

7 and Forestry of the Senate and the Committee on Agri8 culture of the House of Representatives. 

9 (b) IMPLEMENTATION PROGRESS REPORT.—Two 

10 years after the date of submission of each plan required 

11 under subsection (a), each agency shall develop, submit to 

12 the Committee on Banking, Housing, and Urban Affairs 

13 of the Senate and the Committee on Financial Services of 

14 the House of Representatives, and post on the public website 

15 of the agency a report of the steps that it has taken to imple16 ment the plan, steps that remain to be taken to implement 

17 the plan, and, if any parts of the plan will not be imple18 mented, reasons for not implementing those parts of the 

19 plan. The Commodity Futures Trading Commission shall 

20 also submit its plan to the Committee on Agriculture, Nu21 trition, and Forestry of the Senate and the Committee on 

22 Agriculture of the House of Representatives. 

23 SEC. 317. JUDICIAL REVIEW. 

24 (a) IN GENERAL.—Notwithstanding any other provi25 sion of law, during the period beginning on the date on 


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1 which a notice of final rulemaking for a regulation is pub2 lished in the Federal Register and ending 1 year later, a 

3 person that is adversely affected or aggrieved by the regula4 tion is entitled to bring an action in the United States 

5 Court of Appeals for the District of Columbia Circuit for 

6 judicial review of agency compliance with the requirements 

7 of section 312. 

8 (b) STAY.—The court may stay the effective date of the 

9 regulation or any provision thereof. 

10 (c) RELIEF.—If the court finds that an agency has not 

11 complied with the requirements of section 312, the court 

12 shall vacate the subject regulation, unless the agency shows 

13 by clear and convincing evidence that vacating the regula14 tion would result in irreparable harm. Nothing in this sec15 tion affects other limitations on judicial review or the power 

16 or duty of the court to dismiss any action or deny relief 

17 on any other appropriate legal or equitable ground. 

18 SEC. 318. CHIEF ECONOMISTS COUNCIL. 

19 (a) ESTABLISHMENT.—There is established the Chief 

20 Economists Council. 

21 (b) MEMBERSHIP.—The Council shall consist of the 

22 chief economist of each agency. The members of the Council 

23 shall select the first chairperson of the Council. Thereafter 

24 the position of Chairperson shall rotate annually among the 

25 members of the Council. 


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1 (c) MEETINGS.—The Council shall meet at the call of 

2 the Chairperson, but not less frequently than quarterly. 

3 (d) REPORT.—One year after the effective date of this 

4 Act and annually thereafter, the Council shall prepare and 

5 submit to the Committee on Banking, Housing, and Urban 

6 Affairs and the Committee on Agriculture, Nutrition, and 

7 Forestry of the Senate and the Committee on Financial 

8 Services and the Committee on Agriculture of the House 

9 of Representatives a report on— 

10 (1) the benefits and costs of regulations adopted 

11 by the agencies during the past 12 months; 

12 (2) the regulatory actions planned by the agen13 cies for the upcoming 12 months; 

14 (3) the cumulative effect of the existing regula15 tions of the agencies on economic activity, innovation, 

16 international competitiveness of entities regulated by 

17 the agencies, and net job creation (excluding jobs re18 lated to ensuring compliance with the regulation); 

19 (4) the training and qualifications of the persons 

20 who prepared the cost-benefit analyses of each agency 

21 during the past 12 months; 

22 (5) the sufficiency of the resources available to 

23 the chief economists during the past 12 months for the 

24 conduct of the activities required by this subtitle; and 


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1 (6) recommendations for legislative or regulatory 

2 action to enhance the efficiency and effectiveness of fi3 nancial 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 (ex13 cept as provided in paragraph (2)), the Commission 

14 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 of 

3 this Act, the Securities and Exchange Commission shall 

4 provide to the Committee on Banking, Housing, and Urban 

5 Affairs of the Senate and the Committee on Financial Serv6 ices of the House of Representatives a report setting forth 

7 a plan for subjecting the Public Company Accounting Over8 sight Board, the Municipal Securities Rulemaking Board, 

9 and any national securities association registered under 

10 section 15A of the Securities Exchange Act of 1934 (15 

11 U.S.C. 78o–4(a)) to the requirements of this subtitle, other 

12 than direct representation on the Council. 

13 SEC. 321. AVOIDANCE OF DUPLICATIVE OR UNNECESSARY 

14 ANALYSES. 

15 An agency may perform the analyses required by this 

16 subtitle in conjunction with, or as a part of, any other agen17 da or analysis required by any other provision of law, if 

18 such other analysis satisfies the provisions of this subtitle. 

19 Subtitle B—Congressional Review 

20 of Federal Financial Agency 

21 Rulemaking 

22 SEC. 331. CONGRESSIONAL REVIEW. 

23 (a)(1)(A) Before a rule may take effect, a Federal fi24 nancial agency shall publish in the Federal Register a list 

25 of information on which the rule is based, including data, 

26 scientific and economic studies, and cost-benefit analyses, 


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1 and identify how the public can access such information 

2 online, and shall submit to each House of the Congress and 

3 to the Comptroller General a report containing— 

4 (i) a copy of the rule; 

5 (ii) a concise general statement relating to the 

6 rule; 

7 (iii) a classification of the rule as a major or 

8 nonmajor rule, including an explanation of the classi9 fication specifically addressing each criteria for a 

10 major rule contained within subparagraphs (A) 

11 through (C) of section 334(2); 

12 (iv) a list of any other related regulatory actions 

13 intended to implement the same statutory provision 

14 or regulatory objective as well as the individual and 

15 aggregate economic effects of those actions; and 

16 (v) the proposed effective date of the rule. 

17 (B) On the date of the submission of the report under 

18 subparagraph (A), the Federal financial agency shall sub19 mit to the Comptroller General and make available to each 

20 House of Congress— 

21 (i) a complete copy of the cost-benefit analysis of 

22 the rule, if any, including an analysis of any jobs 

23 added or lost, differentiating between public and pri24 vate sector jobs; 


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1 (ii) the Federal financial agency’s actions pursu2 ant to sections 603, 604, 605, 607, and 609 of title 

3 5, United States Code; 

4 (iii) the Federal financial agency’s actions pur5 suant to sections 202, 203, 204, and 205 of the Un6 funded Mandates Reform Act of 1995; and 

7 (iv) any other relevant information or require8 ments under any other Act and any relevant Execu9 tive orders. 

10 (C) Upon receipt of a report submitted under subpara11 graph (A), each House shall provide copies of the report 

12 to the chairman and ranking member of each standing com13 mittee with jurisdiction under the rules of the House of Rep14 resentatives or the Senate to report a bill to amend the pro15 vision of law under which the rule is issued. 

16 (2)(A) The Comptroller General shall provide a report 

17 on each major rule to the committees of jurisdiction by the 

18 end of 15 calendar days after the submission or publication 

19 date. The report of the Comptroller General shall include 

20 an assessment of the Federal financial agency’s compliance 

21 with procedural steps required by paragraph (1)(B) and 

22 an assessment of whether the major rule imposes any new 

23 limits or mandates on private-sector activity. 


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1 (B) Federal financial agencies shall cooperate with the 

2 Comptroller General by providing information relevant to 

3 the Comptroller General’s report under subparagraph (A). 

4 (3) A major rule relating to a report submitted under 

5 paragraph (1) shall take effect upon enactment of a joint 

6 resolution of approval described in section 332 or as pro7 vided for in the rule following enactment of a joint resolu8 tion of approval described in section 332, whichever is later. 

9 (4) A nonmajor rule shall take effect as provided by 

10 section 333 after submission to Congress under paragraph 

11 (1). 

12 (5) If a joint resolution of approval relating to a major 

13 rule is not enacted within the period provided in subsection 

14 (b)(2), then a joint resolution of approval relating to the 

15 same rule may not be considered under this subtitle in the 

16 same Congress by either the House of Representatives or the 

17 Senate. 

18 (b)(1) A major rule shall not take effect unless the Con19 gress enacts a joint resolution of approval described under 

20 section 332. 

21 (2) If a joint resolution described in subsection (a) is 

22 not enacted into law by the end of 70 session days or legisla23 tive days, as applicable, beginning on the date on which 

24 the report referred to in subsection (a)(1)(A) is received by 

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1 journed for more than 3 days during a session of Congress), 

2 then the rule described in that resolution shall be deemed 

3 not to be approved and such rule shall not take effect. 

4 (c)(1) Notwithstanding any other provision of this sec5 tion (except subject to paragraph (3)), a major rule may 

6 take effect for one 90-calendar-day period if the President 

7 makes a determination under paragraph (2) and submits 

8 written notice of such determination to the Congress. 

9 (2) Paragraph (1) applies to a determination made 

10 by the President by Executive order that the major rule 

11 should take effect because such rule is— 

12 (A) necessary because of an imminent threat to 

13 health or safety or other emergency; 

14 (B) necessary for the enforcement of criminal 

15 laws; 

16 (C) necessary for national security; or 

17 (D) issued pursuant to any statute implementing 

18 an international trade agreement. 

19 (3) An exercise by the President of the authority under 

20 this subsection shall have no effect on the procedures under 

21 section 332. 

22 (d)(1) In addition to the opportunity for review other23 wise provided under this subtitle, in the case of any rule 

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1 section (a)(1)(A) during the period beginning on the date 

2 occurring— 

3 (A) in the case of the Senate, 60 session days; or 

4 (B) in the case of the House of Representatives, 

5 60 legislative days, 

6 before the date the Congress is scheduled to adjourn a session 

7 of Congress through the date on which the same or suc8 ceeding Congress first convenes its next session, sections 332 

9 and 333 shall apply to such rule in the succeeding session 

10 of Congress. 

11 (2)(A) In applying sections 332 and 333 for purposes 

12 of such additional review, a rule described under paragraph 

13 (1) shall be treated as though— 

14 (i) such rule were published in the Federal Reg15 ister on— 

16 (I) in the case of the Senate, the 15th ses17 sion day; or 

18 (II) in the case of the House of Representa19 tives, the 15th legislative day, 

20 after the succeeding session of Congress first convenes; 

21 and 

22 (ii) a report on such rule were submitted to Con23 gress under subsection (a)(1) on such date. 


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1 (B) Nothing in this paragraph shall be construed to 

2 affect the requirement under subsection (a)(1) that a report 

3 shall be submitted to Congress before a rule can take effect. 

4 (3) A rule described under paragraph (1) shall take 

5 effect as otherwise provided by law (including other sub6 sections of this section). 

7 SEC. 332. CONGRESSIONAL APPROVAL PROCEDURE FOR 

8 MAJOR RULES. 

9 (a)(1) For purposes of this section, the term ‘‘joint res10 olution’’ means only a joint resolution addressing a report 

11 classifying a rule as major pursuant to section 

12 331(a)(1)(A)(iii) that— 

13 (A) bears no preamble; 

14 (B) bears the following title (with blanks filled as 

15 appropriate): ‘‘Approving the rule submitted by 

16 lll relating to lll.’’; 

17 (C) includes after its resolving clause only the 

18 following (with blanks filled as appropriate): ‘‘That 

19 Congress approves the rule submitted by lll re20 lating to lll.’’; and 

21 (D) is introduced pursuant to paragraph (2). 

22 (2) After a House of Congress receives a report 

23 classifying a rule as major pursuant to section 

24 331(a)(1)(A)(iii), the majority leader of that House (or his 


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1 or her respective designee) shall introduce (by request, if ap2 propriate) a joint resolution described in paragraph (1)— 

3 (A) in the case of the House of Representatives, 

4 within 3 legislative days; and 

5 (B) in the case of the Senate, within 3 session 

6 days. 

7 (3) A joint resolution described in paragraph (1) shall 

8 not be subject to amendment at any stage of proceeding. 

9 (b) A joint resolution described in subsection (a) shall 

10 be referred in each House of Congress to the committees hav11 ing jurisdiction over the provision of law under which the 

12 rule is issued. 

13 (c) In the Senate, if the committee or committees to 

14 which a joint resolution described in subsection (a) has been 

15 referred have not reported it at the end of 15 session days 

16 after its introduction, such committee or committees shall 

17 be automatically discharged from further consideration of 

18 the resolution and it shall be placed on the calendar. A vote 

19 on final passage of the resolution shall be taken on or before 

20 the close of the 15th session day after the resolution is re21 ported by the committee or committees to which it was re22 ferred, or after such committee or committees have been dis23 charged from further consideration of the resolution. 

24 (d)(1) In the Senate, when the committee or commit25 tees to which a joint resolution is referred have reported, 


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1 or when a committee or committees are discharged (under 

2 subsection (c)) from further consideration of a joint resolu3 tion described in subsection (a), it is at any time thereafter 

4 in order (even though a previous motion to the same effect 

5 has been disagreed to) for a motion to proceed to the consid6 eration of the joint resolution, and all points of order 

7 against the joint resolution (and against consideration of 

8 the joint resolution) are waived. The motion is not subject 

9 to amendment, or to a motion to postpone, or to a motion 

10 to proceed to the consideration of other business. A motion 

11 to reconsider the vote by which the motion is agreed to or 

12 disagreed to shall not be in order. If a motion to proceed 

13 to the consideration of the joint resolution is agreed to, the 

14 joint resolution shall remain the unfinished business of the 

15 Senate until disposed of. 

16 (2) In the Senate, debate on the joint resolution, and 

17 on all debatable motions and appeals in connection there18 with, shall be limited to not more than 2 hours, which shall 

19 be divided equally between those favoring and those oppos20 ing the joint resolution. A motion to further limit debate 

21 is in order and not debatable. An amendment to, or a mo22 tion to postpone, or a motion to proceed to the consideration 

23 of other business, or a motion to recommit the joint resolu24 tion is not in order. 


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1 (3) In the Senate, immediately following the conclu2 sion of the debate on a joint resolution described in sub3 section (a), and a single quorum call at the conclusion of 

4 the debate if requested in accordance with the rules of the 

5 Senate, the vote on final passage of the joint resolution shall 

6 occur. 

7 (4) Appeals from the decisions of the Chair relating 

8 to the application of the rules of the Senate to the procedure 

9 relating to a joint resolution described in subsection (a) 

10 shall be decided without debate. 

11 (e) In the House of Representatives, if any committee 

12 to which a joint resolution described in subsection (a) has 

13 been referred has not reported it to the House at the end 

14 of 15 legislative days after its introduction, such committee 

15 shall be discharged from further consideration of the joint 

16 resolution, and it shall be placed on the appropriate cal17 endar. On the second and fourth Thursdays of each month 

18 it shall be in order at any time for the Speaker to recognize 

19 a Member who favors passage of a joint resolution that has 

20 appeared on the calendar for at least 5 legislative days to 

21 call up that joint resolution for immediate consideration 

22 in the House without intervention of any point of order. 

23 When so called up a joint resolution shall be considered as 

24 read and shall be debatable for 1 hour equally divided and 

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1 vious question shall be considered as ordered to its passage 

2 without intervening motion. It shall not be in order to re3 consider the vote on passage. If a vote on final passage of 

4 the joint resolution has not been taken by the third Thurs5 day on which the Speaker may recognize a Member under 

6 this subsection, such vote shall be taken on that day. 

7 (f)(1) If, before passing a joint resolution described in 

8 subsection (a), one House receives from the other a joint 

9 resolution having the same text, then— 

10 (A) the joint resolution of the other House shall 

11 not be referred to a committee; and 

12 (B) the procedure in the receiving House shall be 

13 the same as if no joint resolution had been received 

14 from the other House until the vote on passage, when 

15 the joint resolution received from the other House 

16 shall supplant the joint resolution of the receiving 

17 House. 

18 (2) This subsection shall not apply to the House of 

19 Representatives if the joint resolution received from the Sen20 ate is a revenue measure. 

21 (g) If either House has not taken a vote on final pas22 sage of the joint resolution by the last day of the period 

23 described in section 331(b)(2), then such vote shall be taken 

24 on that day. 


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1 (h) This section and section 333 are enacted by Con2 gress— 

3 (1) as an exercise of the rulemaking power of the 

4 Senate and House of Representatives, respectively, 

5 and as such is deemed to be part of the rules of each 

6 House, respectively, but applicable only with respect 

7 to the procedure to be followed in that House in the 

8 case of a joint resolution described in subsection (a) 

9 and superseding other rules only where explicitly so; 

10 and 

11 (2) with full recognition of the Constitutional 

12 right of either House to change the rules (so far as 

13 they relate to the procedure of that House) at any 

14 time, in the same manner and to the same extent as 

15 in the case of any other rule of that House. 

16 SEC. 333. CONGRESSIONAL DISAPPROVAL PROCEDURE FOR 

17 NONMAJOR RULES. 

18 (a) For purposes of this section, the term ‘‘joint resolu19 tion’’ means only a joint resolution introduced in the period 

20 beginning on the date on which the report referred to in 

21 section 331(a)(1)(A) is received by Congress and ending 60 

22 days thereafter (excluding days either House of Congress is 

23 adjourned for more than 3 days during a session of Con24 gress), the matter after the resolving clause of which is as 

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1 mitted by the lll relating to lll, and such rule 

2 shall have no force or effect.’’ (The blank spaces being appro3 priately filled in). 

4 (b) A joint resolution described in subsection (a) shall 

5 be referred to the committees in each House of Congress with 

6 jurisdiction. 

7 (c) In the Senate, if the committee to which is referred 

8 a joint resolution described in subsection (a) has not re9 ported such joint resolution (or an identical joint resolu10 tion) at the end of 15 session days after the date of introduc11 tion of the joint resolution, such committee may be dis12 charged from further consideration of such joint resolution 

13 upon a petition supported in writing by 30 Members of the 

14 Senate, and such joint resolution shall be placed on the cal15 endar. 

16 (d)(1) In the Senate, when the committee to which a 

17 joint resolution is referred has reported, or when a com18 mittee is discharged (under subsection (c)) from further con19 sideration of a joint resolution described in subsection (a), 

20 it is at any time thereafter in order (even though a previous 

21 motion to the same effect has been disagreed to) for a motion 

22 to proceed to the consideration of the joint resolution, and 

23 all points of order against the joint resolution (and against 

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1 pone, or to a motion to proceed to the consideration of other 

2 business. A motion to reconsider the vote by which the mo3 tion is agreed to or disagreed to shall not be in order. If 

4 a motion to proceed to the consideration of the joint resolu5 tion is agreed to, the joint resolution shall remain the unfin6 ished business of the Senate until disposed of. 

7 (2) In the Senate, debate on the joint resolution, and 

8 on all debatable motions and appeals in connection there9 with, shall be limited to not more than 10 hours, which 

10 shall be divided equally between those favoring and those 

11 opposing the joint resolution. A motion to further limit de12 bate is in order and not debatable. An amendment to, or 

13 a motion to postpone, or a motion to proceed to the consid14 eration of other business, or a motion to recommit the joint 

15 resolution is not in order. 

16 (3) In the Senate, immediately following the conclu17 sion of the debate on a joint resolution described in sub18 section (a), and a single quorum call at the conclusion of 

19 the debate if requested in accordance with the rules of the 

20 Senate, the vote on final passage of the joint resolution shall 

21 occur. 

22 (4) Appeals from the decisions of the Chair relating 

23 to the application of the rules of the Senate to the procedure 

24 relating to a joint resolution described in subsection (a) 

25 shall be decided without debate. 


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1 (e) In the Senate, the procedure specified in subsection 

2 (c) or (d) shall not apply to the consideration of a joint 

3 resolution respecting a nonmajor rule— 

4 (1) after the expiration of the 60 session days be5 ginning with the applicable submission or publication 

6 date; or 

7 (2) if the report under section 331(a)(1)(A) was 

8 submitted during the period referred to in section 

9 331(d)(1), after the expiration of the 60 session days 

10 beginning on the 15th session day after the succeeding 

11 session of Congress first convenes. 

12 (f) If, before the passage by one House of a joint resolu13 tion of that House described in subsection (a), that House 

14 receives from the other House a joint resolution described 

15 in subsection (a), then the following procedures shall apply: 

16 (1) The joint resolution of the other House shall 

17 not be referred to a committee. 

18 (2) With respect to a joint resolution described in 

19 subsection (a) of the House receiving the joint resolu20 tion— 

21 (A) the procedure in that House shall be the 

22 same as if no joint resolution had been received 

23 from the other House; but 

24 (B) the vote on final passage shall be on the 

25 joint resolution of the other House. 


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1 SEC. 334. DEFINITIONS. 

2 For purposes of this subtitle: 

3 (1) The term ‘‘Federal financial agency’’ means 

4 the Consumer Law Enforcement Agency, Board of 

5 Governors of the Federal Reserve System, the Com6 modity Futures Trading Commission, the Federal De7 posit Insurance Corporation, the Federal Housing Fi8 nance Agency, the Office of the Comptroller of the 

9 Currency, the National Credit Union Administration, 

10 and the Securities and Exchange Commission. 

11 (2) The term ‘‘major rule’’ means any rule, in12 cluding an interim final rule, that the Administrator 

13 of the Office of Information and Regulatory Affairs of 

14 the Office of Management and Budget finds has re15 sulted in or is likely to result in— 

16 (A) an annual effect on the economy of $100 

17 million or more; 

18 (B) a major increase in costs or prices for 

19 consumers, individual industries, Federal, State, 

20 or local government agencies, or geographic re21 gions; or 

22 (C) significant adverse effects on competi23 tion, employment, investment, productivity, in24 novation, or on the ability of United States25 based enterprises to compete with foreign-based 

26 enterprises in domestic and export markets. 


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1 (3) The term ‘‘nonmajor rule’’ means any rule 

2 that is not a major rule. 

3 (4) The term ‘‘rule’’ has the meaning given such 

4 term in section 551 of title 5, United States Code, ex5 cept that such term does not include— 

6 (A) any rule of particular applicability, in7 cluding a rule that approves or prescribes for the 

8 future rates, wages, prices, services, or allow9 ances therefore, corporate or financial structures, 

10 reorganizations, mergers, or acquisitions thereof, 

11 or accounting practices or disclosures bearing on 

12 any of the foregoing; 

13 (B) any rule relating to agency manage14 ment or personnel; or 

15 (C) any rule of agency organization, proce16 dure, or practice that does not substantially af17 fect the rights or obligations of non-agency par18 ties. 

19 (5) The term ‘‘submission date or publication 

20 date’’, except as otherwise provided in this subtitle, 

21 means— 

22 (A) in the case of a major rule, the date on 

23 which the Congress receives the report submitted 

24 under section 331(a)(1)(A); and 


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1 (B) in the case of a nonmajor rule, the later 

2 of— 

3 (i) the date on which the Congress re4 ceives the report submitted under section 

5 331(a)(1)(A); and 

6 (ii) the date on which the nonmajor 

7 rule is published in the Federal Register, if 

8 so published. 

9 SEC. 335. JUDICIAL REVIEW. 

10 (a) No determination, finding, action, or omission 

11 under this subtitle shall be subject to judicial review. 

12 (b) Notwithstanding subsection (a), a court may deter13 mine whether a Federal financial agency has completed the 

14 necessary requirements under this subtitle for a rule to take 

15 effect. 

16 (c) The enactment of a joint resolution of approval 

17 under section 332 shall not be interpreted to serve as a 

18 grant or modification of statutory authority by Congress 

19 for the promulgation of a rule, shall not extinguish or affect 

20 any claim, whether substantive or procedural, against any 

21 alleged defect in a rule, and shall not form part of the record 

22 before the court in any judicial proceeding concerning a 

23 rule except for purposes of determining whether or not the 

24 rule is in effect. 


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1 SEC. 336. EFFECTIVE DATE OF CERTAIN RULES. 

2 Notwithstanding section 331— 

3 (1) any rule that establishes, modifies, opens, 

4 closes, or conducts a regulatory program for a com5 mercial, recreational, or subsistence activity related to 

6 hunting, fishing, or camping, or 

7 (2) any rule other than a major rule which the 

8 Federal financial agency for good cause finds (and 

9 incorporates the finding and a brief statement of rea10 sons therefore in the rule issued) that notice and pub11 lic procedure thereon are impracticable, unnecessary, 

12 or contrary to the public interest, 

13 shall take effect at such time as the Federal financial agency 

14 promulgating the rule determines. 

15 SEC. 337. BUDGETARY EFFECTS OF RULES SUBJECT TO 

16 SECTION 332 OF THE FINANCIAL CHOICE ACT 

17 OF 2017. 

18 Section 257(b)(2) of the Balanced Budget and Emer19 gency Deficit Control Act of 1985 is amended by adding 

20 at the end the following new subparagraph: 

21 ‘‘(E) BUDGETARY EFFECTS OF RULES SUBJECT

22 TO SECTION 332 OF THE FINANCIAL CHOICE ACT OF

23 2017.—Any rules subject to the congressional approval 

24 procedure set forth in section 332 of the Financial 

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1 lays, or receipts shall be assumed to be effective unless 

2 it is not approved in accordance with such section.’’. 

3 Subtitle C—Judicial Review of 

4 Agency Actions 

5 SEC. 341. SCOPE OF JUDICIAL REVIEW OF AGENCY AC6 TIONS. 

7 (a) IN GENERAL.—Notwithstanding any other provi8 sion of law, in any judicial review of an agency action pur9 suant to chapter 7 of title 5, United States Code, to the 

10 extent necessary to decision and when presented, the review11 ing court shall determine the meaning or applicability of 

12 the terms of an agency action and decide de novo all rel13 evant questions of law, including the interpretation of con14 stitutional and statutory provisions, and rules made by an 

15 agency. Notwithstanding any other provision of law, this 

16 section shall apply in any action for judicial review of 

17 agency action authorized under any provision of law. No 

18 law may exempt any such civil action from the application 

19 of this section except by specific reference to this section. 

20 (b) AGENCY DEFINED.—For purposes of this section, 

21 the term ‘‘agency’’ means the Consumer Law Enforcement 

22 Agency, the Board of Governors of the Federal Reserve Sys23 tem, the Commodity Futures Trading Commission, the Fed24 eral Deposit Insurance Corporation, the Federal Housing 

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1 rency, the National Credit Union Administration, and the 

2 Securities and Exchange Commission. 

3 (c) EFFECTIVE DATE.—Subsection (a) shall take effect 

4 after the end of the 2-year period beginning on the date 

5 of the enactment of this Act. 

6 Subtitle D—Leadership of 

7 Financial Regulators 

8 SEC. 351. FEDERAL DEPOSIT INSURANCE CORPORATION. 

9 Section 2 of the Federal Deposit Insurance Act (12 

10 U.S.C. 1812) is amended— 

11 (1) in subsection (a)(1), by striking ‘‘5 members’’ 

12 and all that follows through ‘‘3 of whom’’ and insert13 ing the following: ‘‘5 members, who’’; 

14 (2) by amending subsection (d) to read as fol15 lows: 

16 ‘‘(d) VACANCY.—Any vacancy on the Board of Direc17 tors shall be filled in the manner in which the original ap18 pointment was made.’’; and 

19 (3) in subsection (f)— 

20 (A) by striking paragraph (2); and 

21 (B) by redesignating paragraph (3) as 

22 paragraph (2). 


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1 SEC. 352. FEDERAL HOUSING FINANCE AGENCY. 

2 Section 1312(b)(2) of the Federal Housing Enterprises 

3 Financial Safety and Soundness Act of 1992 (12 U.S.C. 

4 4512) is amended by striking ‘‘for cause’’. 

5 Subtitle E—Congressional 

6 Oversight of Appropriations 

7 SEC. 361. BRINGING THE FEDERAL DEPOSIT INSURANCE 

8 CORPORATION INTO THE APPROPRIATIONS 

9 PROCESS. 

10 (a) IN GENERAL.—Section 10(a) of the Federal De11 posit Insurance Act (12 U.S.C. 1820(a)) is amended— 

12 (1) by striking ‘‘(a) The’’ and inserting the fol13 lowing: 

14 ‘‘(a) POWERS.— 

15 ‘‘(1) IN GENERAL.—The’’; 

16 (2) by inserting ‘‘, subject to paragraph (2),’’ 

17 after ‘‘The Board of Directors of the Corporation’’; 

18 and 

19 (3) by adding at the end the following new para20 graph: 

21 ‘‘(2) APPROPRIATIONS REQUIREMENT.— 

22 ‘‘(A) OPERATING FUND.—There is estab23 lished an Operating Fund, to which Congress 

24 shall provide annual appropriations to the Cor25 poration, which shall be separate from the De26 posit Insurance Fund. 


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1 ‘‘(B) RECOVERY OF COSTS OF ANNUAL AP2 PROPRIATION.—The Corporation shall collect as3 sessments and other fees, as provided under this 

4 Act, that are designed to recover the costs to the 

5 Government of the annual appropriation to the 

6 Corporation by Congress. Except as provided in 

7 (E) and subject to subparagraph (F), the Cor8 poration may only incur obligations, or allow 

9 and pay expenses, from the Operating Fund pur10 suant to an appropriations Act. 

11 ‘‘(C) DEPOSITS.—Assessments and other fees 

12 described under subparagraph (B) for any fiscal 

13 year— 

14 ‘‘(i) shall be deposited in the Operating 

15 Fund; and 

16 ‘‘(ii) except as provided in subpara17 graph (E), shall not be collected for any fis18 cal year except to the extent provided in ad19 vance in appropriation Acts. 

20 ‘‘(D) CREDITS.—Amounts deposited in the 

21 Operating Fund during a fiscal year shall be 

22 credited as offsetting the amount appropriated to 

23 the Operating Fund for such fiscal year. 

24 ‘‘(E) LAPSE OF APPROPRIATION.—If on the 

25 first day of a fiscal year an appropriation to the 


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1 Corporation has not been enacted, the Corpora2 tion shall continue to collect the assessments and 

3 other fees described under subparagraph (B) at 

4 the rate in effect during the preceding fiscal 

5 year, until 60 days after the date such an appro6 priation is enacted. 

7 ‘‘(F) EXCEPTION FOR CERTAIN PRO8 GRAMS.—This paragraph shall not apply to the 

9 Corporation’s Insurance Business Line Programs 

10 and Receivership Management Business Line 

11 Programs, as in existence on the date of enact12 ment of this paragraph.’’. 

13 (b) CONFORMING AMENDMENT.—Subsection (d) of sec14 tion 7 of the Federal Deposit Insurance Act (12 U.S.C. 

15 1817) is amended to read as follows: 

16 ‘‘(d) DEPOSIT INSURANCE FUND EXEMPT FROM AP17 PORTIONMENT.—Notwithstanding any other provision of 

18 law, amounts received pursuant to any assessments or other 

19 fees that are deposited into the Deposit Insurance Fund 

20 shall not be subject to apportionment for the purposes of 

21 chapter 15 of title 31, United States Code, or under any 

22 other authority.’’. 

23 (c) EFFECTIVE DATE.—The amendments made by this 

24 section shall apply with respect to expenses paid and fees 

25 collected on or after the date that is 90 days after the date 


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1 of the enactment of the first appropriation Act that provides 

2 for appropriations to the Federal Deposit Insurance Cor3 poration and that is enacted after the date of the enactment 

4 of this Act. 

5 SEC. 362. BRINGING THE FEDERAL HOUSING FINANCE 

6 AGENCY INTO THE APPROPRIATIONS PROC7 ESS. 

8 (a) IN GENERAL.—Section 1316 of the Housing and 

9 Community Development Act of 1992 (12 U.S.C. 4516) is 

10 amended— 

11 (1) by amending subsection (a) to read as fol12 lows: 

13 ‘‘(a) APPROPRIATIONS REQUIREMENT.— 

14 ‘‘(1) RECOVERY OF COSTS OF ANNUAL APPRO15 PRIATION.—The Agency shall collect assessments and 

16 other fees that are designed to recover the costs to the 

17 Government of the annual appropriation to the Agen18 cy by Congress. 

19 ‘‘(2) OFFSETTING COLLECTIONS.—Assessments 

20 and other fees described under paragraph (1) for any 

21 fiscal year— 

22 ‘‘(A) shall be deposited and credited as off23 setting collections to the account providing ap24 propriations to the Agency; and 


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1 ‘‘(B) except as provided in paragraph (3), 

2 shall not be collected for any fiscal year except 

3 to the extent provided in advance in appropria4 tion Acts. 

5 ‘‘(3) LAPSE OF APPROPRIATION.—If on the first 

6 day of a fiscal year an appropriation to the Agency 

7 has not been enacted, the Agency shall continue to col8 lect (as offsetting collections) the assessments and 

9 other fees described under paragraph (1) at the rate 

10 in effect during the preceding fiscal year, until 60 

11 days after the date such an appropriation is en12 acted.’’; and 

13 (2) by striking subsection (f). 

14 (b) EFFECTIVE DATE.—The amendments made by this 

15 section shall apply with respect to expenses paid and assess16 ments and other fees collected on or after the date that is 

17 90 days after the date of the enactment of the first appro18 priation Act that provides for appropriations to the Federal 

19 Housing Finance Agency and that is enacted after the date 

20 of the enactment of this Act. 

21 SEC. 363. BRINGING THE NATIONAL CREDIT UNION ADMIN22 ISTRATION INTO THE APPROPRIATIONS 

23 PROCESS. 

24 (a) IN GENERAL.—Section 105 of the Federal Credit 

25 Union Act (12 U.S.C. 1755) is amended— 


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1 (1) by amending subsections (a) and (b) to read 

2 as follows: 

3 ‘‘(a) PAYMENT BY FEDERAL CREDIT UNIONS TO AD4 MINISTRATION.—Each insured credit union shall pay to the 

5 Administration an annual fee. 

6 ‘‘(b) DETERMINATIONS OF ASSESSMENT PERIODS AND

7 PAYMENT DATES.—The Board shall determine the periods 

8 for which the fee referred to under subsection (a) shall be 

9 assessed and the date for the payment of such fee or incre10 ments thereof.’’; 

11 (2) in subsection (c), by striking ‘‘operating’’; 

12 (3) by amending subsection (d) to read as fol13 lows: 

14 ‘‘(d) APPROPRIATIONS REQUIREMENT.— 

15 ‘‘(1) RECOVERY OF COSTS OF ANNUAL APPRO16 PRIATION.—The Administration shall collect fees other 

17 than those fees referred to under subsection (a) from 

18 each insured credit union, as provided under this Act, 

19 in an amount stated as a percentage of insured shares 

20 of each insured credit union (which percentage shall 

21 be the same for all insured credit unions). Such fees 

22 shall be designed to recover the costs to the Govern23 ment of the annual appropriation to the Administra24 tion by Congress. 


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1 ‘‘(2) OFFSETTING COLLECTIONS.—Fees described 

2 under paragraph (1) for any fiscal year— 

3 ‘‘(A) shall be deposited and credited as off4 setting collections to the account providing ap5 propriations to the Administration; and 

6 ‘‘(B) except as provided in paragraph (3), 

7 shall not be collected for any fiscal year except 

8 to the extent provided in advance in appropria9 tion Acts. 

10 ‘‘(3) LAPSE OF APPROPRIATION.—If on the first 

11 day of a fiscal year an appropriation to the Adminis12 tration has not been enacted, the Administration shall 

13 continue to collect (as offsetting collections) the fees 

14 described under paragraph (1) at the rate in effect 

15 during the preceding fiscal year, until 60 days after 

16 the date such an appropriation is enacted. 

17 ‘‘(4) EXCEPTION FOR INSURANCE FUNCTIONS.— 

18 This subsection shall not apply to the National Credit 

19 Union Share Insurance Fund, including assessments 

20 and other fees that are deposited into, and amounts 

21 paid from, the National Credit Union Share Insur22 ance Fund.’’; and 

23 (4) by striking subsection (e). 

24 (b) CONFORMING AMENDMENTS.—The Federal Credit 

25 Union Act (12 U.S.C. 1751 et seq.) is amended— 


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1 (1) in section 120(j), by striking paragraph (3); 

2 (2) by amending section 128 to read as follows: 

3 ‘‘SEC. 128. NATIONAL CREDIT UNION SHARE INSURANCE 

4 FUND EXEMPT FROM APPORTIONMENT. 

5 ‘‘Notwithstanding any other provision of law, amounts 

6 received pursuant to any assessments or other fees that are 

7 deposited into the National Credit Union Share Insurance 

8 Fund or the Temporary Corporate Credit Union Stabiliza9 tion Fund shall not be subject to apportionment for the pur10 poses of chapter 15 of title 31, United States Code, or under 

11 any other authority.’’; and 

12 (3) in section 203(a), by striking ‘‘and for such 

13 administrative and other expenses incurred in car14 rying out the purposes of this title’’. 

15 (c) EFFECTIVE DATE.—The amendments made by this 

16 section shall apply with respect to expenses paid and fees 

17 collected on or after the date that is 90 days after the date 

18 of the enactment of the first appropriation Act that provides 

19 for appropriations to the National Credit Union Adminis20 tration and that is enacted after the date of the enactment 

21 of this Act. 


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1 SEC. 364. BRINGING THE OFFICE OF THE COMPTROLLER OF 

2 THE CURRENCY INTO THE APPROPRIATIONS 

3 PROCESS. 

4 (a) IN GENERAL.—Section 5240A of the Revised Stat5 utes of the United States (12 U.S.C. 16) is amended— 

6 (1) by striking ‘‘Sec. 5240A. The Comptroller of 

7 the Currency may collect an assessment, fee, or other 

8 charge from any entity described in section 3(q)(1) of 

9 the Federal Deposit Insurance Act (12 U.S.C. 

10 1813(q)(1)), as the Comptroller determines is nec11 essary or appropriate to carry out the responsibilities 

12 of the Office of the Comptroller of the Currency. In 

13 establishing the amount of an assessment, fee, or 

14 charge collected from an entity under this section,’’ 

15 and inserting the following: 

16 ‘‘SEC. 5240A. COLLECTION OF FEES; APPROPRIATIONS RE17 QUIREMENT. 

18 ‘‘(a) IN GENERAL.—In establishing the amount of an 

19 assessment, fee, or charge collected from an entity under 

20 subsection (b),’’; 

21 (2) by striking ‘‘Funds derived’’ and all that fol22 lows through the end of the section; and 

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

24 ‘‘(b) APPROPRIATIONS REQUIREMENT.— 

25 ‘‘(1) RECOVERY OF COSTS OF ANNUAL APPRO26 PRIATION.—The Comptroller of the Currency shall 


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1 impose and collect assessments, fees, or other charges 

2 that are designed to recover the costs to the Govern3 ment of the annual appropriation to the Office of the 

4 Comptroller of the Currency by Congress. 

5 ‘‘(2) OFFSETTING COLLECTIONS.—Assessments 

6 and other fees described under paragraph (1) for any 

7 fiscal year— 

8 ‘‘(A) shall be deposited and credited as off9 setting collections to the account providing ap10 propriations to the Office of the Comptroller of 

11 the Currency; and 

12 ‘‘(B) except as provided in paragraph (3), 

13 shall not be collected for any fiscal year except 

14 to the extent provided in advance in appropria15 tion Acts. 

16 ‘‘(3) LAPSE OF APPROPRIATION.—If on the first 

17 day of a fiscal year an appropriation to the Office of 

18 the Comptroller of the Currency has not been enacted, 

19 the Comptroller of the Currency shall continue to col20 lect (as offsetting collections) the assessments and 

21 other fees described under paragraph (1) at the rate 

22 in effect during the preceding fiscal year, until 60 

23 days after the date such an appropriation is en24 acted.’’. 


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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 para4 graph. 

5 (c) EFFECTIVE DATE.—The amendments made by this 

6 section shall apply with respect to expenses paid and fees 

7 collected on or after the date that is 90 days after the date 

8 of the enactment of the first appropriation Act that provides 

9 for appropriations to the Comptroller of the Currency and 

10 that is enacted after the date of the enactment of this Act. 

11 SEC. 365. BRINGING THE NON-MONETARY POLICY RELATED 

12 FUNCTIONS OF THE BOARD OF GOVERNORS 

13 OF THE FEDERAL RESERVE SYSTEM INTO 

14 THE APPROPRIATIONS PROCESS. 

15 (a) IN GENERAL.—The Federal Reserve Act is amend16 ed by inserting after section 11B the following: 

17 ‘‘SEC. 11C. APPROPRIATIONS REQUIREMENT FOR NON-MON18 ETARY POLICY RELATED ADMINISTRATIVE 

19 COSTS. 

20 ‘‘(a) APPROPRIATIONS REQUIREMENT.— 

21 ‘‘(1) RECOVERY OF COSTS OF ANNUAL APPRO22 PRIATION.—The Board of Governors of the Federal 

23 Reserve System and the Federal reserve banks shall 

24 collect assessments and other fees, as provided under 

25 this Act, that are designed to recover the costs to the 


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1 Government of the annual appropriation to the Board 

2 of Governors of the Federal Reserve System by Con3 gress. The Board of Governors of the Federal Reserve 

4 System and the Federal reserve banks may only incur 

5 obligations or allow and pay expenses with respect to 

6 non-monetary policy related administrative costs pur7 suant to an appropriations Act. 

8 ‘‘(2) OFFSETTING COLLECTIONS.—Assessments 

9 and other fees described under paragraph (1) for any 

10 fiscal year— 

11 ‘‘(A) shall be deposited and credited as off12 setting collections to the account providing ap13 propriations to the Board of Governors of the 

14 Federal Reserve System; and 

15 ‘‘(B) except as provided in paragraph (3), 

16 shall not be collected for any fiscal year except 

17 to the extent provided in advance in appropria18 tion Acts. 

19 ‘‘(3) LAPSE OF APPROPRIATION.—If on the first 

20 day of a fiscal year an appropriation to the Board 

21 of Governors of the Federal Reserve System has not 

22 been enacted, the Board of Governors of the Federal 

23 Reserve System shall continue to collect (as offsetting 

24 collections) the assessments and other fees described 

25 under paragraph (1) at the rate in effect during the 


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1 preceding fiscal year, until 60 days after the date 

2 such an appropriation is enacted. 

3 ‘‘(4) LIMITATION.—This subsection shall only 

4 apply to the non-monetary policy related administra5 tive costs of the Board of Governors of the Federal Re6 serve System. 

7 ‘‘(b) DEFINITIONS.—For purposes of this section: 

8 ‘‘(1) MONETARY POLICY.—The term ‘monetary 

9 policy’ means a strategy for producing a generally ac10 ceptable exchange medium that supports the produc11 tive employment of economic resources by reliably 

12 serving as both a unit of account and store of value. 

13 ‘‘(2) NON-MONETARY POLICY RELATED ADMINIS14 TRATIVE COSTS.—The term ‘non-monetary policy re15 lated administrative costs’ means administrative costs 

16 not related to the conduct of monetary policy, and in17 cludes— 

18 ‘‘(A) direct operating expenses for super19 vising and regulating entities supervised and 

20 regulated by the Board of Governors of the Fed21 eral Reserve System, including conducting ex22 aminations, conducting stress tests, commu23 nicating with the entities regarding supervisory 

24 matters and laws, and regulations; 


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1 ‘‘(B) operating expenses for activities inte2 gral to carrying out supervisory and regulatory 

3 responsibilities, such as training staff in the su4 pervisory function, research and analysis func5 tions including library subscription services, and 

6 collecting and processing regulatory reports filed 

7 by supervised institutions; and 

8 ‘‘(C) support, overhead, and pension ex9 penses related to the items described under sub10 paragraphs (A) and (B).’’. 

11 (b) EFFECTIVE DATE.—The amendments made by this 

12 section shall apply with respect to expenses paid and fees 

13 collected on or after the date that is 90 days after the date 

14 of the enactment of the first appropriation Act that provides 

15 for appropriations to the Board of Governors of the Federal 

16 Reserve System and that is enacted after the date of the 

17 enactment of this Act. 

18 Subtitle F—International Processes 

19 SEC. 371. REQUIREMENTS FOR INTERNATIONAL PROC20 ESSES. 

21 (a) BOARD OF GOVERNORS REQUIREMENTS.—Section 

22 11 of the Federal Reserve Act (12 U.S.C. 248), as amended 

23 by section 1007(a), is further amended by adding at the 

24 end the following new subsection: 

25 ‘‘(w) INTERNATIONAL PROCESSES.— 


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1 ‘‘(1) NOTICE OF PROCESS; CONSULTATION.—At 

2 least 30 calendar days before any member or em3 ployee of the Board of Governors of the Federal Re4 serve System participates in a process of setting fi5 nancial standards as a part of any foreign or multi6 national entity, the Board of Governors shall— 

7 ‘‘(A) issue a notice of the process, including 

8 the subject matter, scope, and goals of the proc9 ess, to the Committee on Financial Services of 

10 the House of Representatives and the Committee 

11 on Banking, Housing, and Urban Affairs of the 

12 Senate; 

13 ‘‘(B) make such notice available to the pub14 lic, including on the website of the Board of Gov15 ernors; and 

16 ‘‘(C) solicit public comment, and consult 

17 with the committees described under subpara18 graph (A), with respect to the subject matter, 

19 scope, and goals of the process. 

20 ‘‘(2) PUBLIC REPORTS ON PROCESS.—After the 

21 end of any process described under paragraph (1), the 

22 Board of Governors shall issue a public report on the 

23 topics that were discussed during the process and any 

24 new or revised rulemakings or policy changes that the 


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1 Board of Governors believes should be implemented as 

2 a result of the process. 

3 ‘‘(3) NOTICE OF AGREEMENTS; CONSULTATION.— 

4 At least 90 calendar days before any member or em5 ployee of the Board of Governors of the Federal Re6 serve System participates in a process of setting fi7 nancial standards as a part of any foreign or multi8 national entity, the Board of Governors shall— 

9 ‘‘(A) issue a notice of agreement to the Com10 mittee on Financial Services of the House of 

11 Representatives and the Committee on Banking, 

12 Housing, and Urban Affairs of the Senate; 

13 ‘‘(B) make such notice available to the pub14 lic, including on the website of the Board of Gov15 ernors; and 

16 ‘‘(C) consult with the committees described 

17 under subparagraph (A) with respect to the na18 ture of the agreement and any anticipated effects 

19 such agreement will have on the economy. 

20 ‘‘(4) DEFINITION.—For purposes of this sub21 section, the term ‘process’ shall include any official 

22 proceeding or meeting on financial regulation of a 

23 recognized international organization with authority 

24 to set financial standards on a global or regional 

25 level, including the Financial Stability Board, the 


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1 Basel Committee on Banking Supervision (or a simi2 lar organization), and the International Association 

3 of Insurance Supervisors (or a similar organiza4 tion).’’. 

5 (b) FDIC REQUIREMENTS.—The Federal Deposit In6 surance Act (12 U.S.C. 1811 et seq.) is amended by adding 

7 at the end the following new section: 

8 ‘‘SEC. 51. INTERNATIONAL PROCESSES. 

9 ‘‘(a) NOTICE OF PROCESS; CONSULTATION.—At least 

10 30 calendar days before the Board of Directors participates 

11 in a process of setting financial standards as a part of any 

12 foreign or multinational entity, the Board of Directors 

13 shall— 

14 ‘‘(1) issue a notice of the process, including the 

15 subject matter, scope, and goals of the process, to the 

16 Committee on Financial Services of the House of Rep17 resentatives and the Committee on Banking, Housing, 

18 and Urban Affairs of the Senate; 

19 ‘‘(2) make such notice available to the public, in20 cluding on the website of the Corporation; and 

21 ‘‘(3) solicit public comment, and consult with the 

22 committees described under paragraph (1), with re23 spect to the subject matter, scope, and goals of the 

24 process. 


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1 ‘‘(b) PUBLIC REPORTS ON PROCESS.—After the end of 

2 any process described under subsection (a), the Board of 

3 Directors shall issue a public report on the topics that were 

4 discussed at the process and any new or revised rulemakings 

5 or policy changes that the Board of Directors believes should 

6 be implemented as a result of the process. 

7 ‘‘(c) NOTICE OF AGREEMENTS; CONSULTATION.—At 

8 least 90 calendar days before the Board of Directors partici9 pates in a process of setting financial standards as a part 

10 of any foreign or multinational entity, the Board of Direc11 tors shall— 

12 ‘‘(1) issue a notice of agreement to the Committee 

13 on Financial Services of the House of Representatives 

14 and the Committee on Banking, Housing, and Urban 

15 Affairs of the Senate; 

16 ‘‘(2) make such notice available to the public, in17 cluding on the website of the Corporation; and 

18 ‘‘(3) consult with the committees described under 

19 paragraph (1) with respect to the nature of the agree20 ment and any anticipated effects such agreement will 

21 have on the economy. 

22 ‘‘(d) DEFINITION.—For purposes of this section, the 

23 term ‘process’ shall include any official proceeding or meet24 ing on financial regulation of a recognized international 

25 organization with authority to set financial standards on 


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1 a global or regional level, including the Financial Stability 

2 Board, the Basel Committee on Banking Supervision (or 

3 a similar organization), and the International Association 

4 of Insurance Supervisors (or a similar organization).’’. 

5 (c) TREASURY REQUIREMENTS.—Section 325 of title 

6 31, United States Code, is amended by adding at the end 

7 the following new subsection: 

8 ‘‘(d) INTERNATIONAL PROCESSES.— 

9 ‘‘(1) NOTICE OF PROCESS; CONSULTATION.—At 

10 least 30 calendar days before the Secretary partici11 pates in a process of setting financial standards as a 

12 part of any foreign or multinational entity, the Sec13 retary shall— 

14 ‘‘(A) issue a notice of the process, including 

15 the subject matter, scope, and goals of the proc16 ess, to the Committee on Financial Services of 

17 the House of Representatives and the Committee 

18 on Banking, Housing, and Urban Affairs of the 

19 Senate; 

20 ‘‘(B) make such notice available to the pub21 lic, including on the website of the Department 

22 of the Treasury; and 

23 ‘‘(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), the 

5 Secretary shall issue a public report on the topics 

6 that were discussed at the process and any new or re7 vised rulemakings or policy changes that the Sec8 retary believes should be implemented as a result of 

9 the process. 

10 ‘‘(3) NOTICE OF AGREEMENTS; CONSULTATION.— 

11 At least 90 calendar days before the Secretary partici12 pates in a process of setting financial standards as a 

13 part of any foreign or multinational entity, the Sec14 retary shall— 

15 ‘‘(A) issue a notice of agreement to the Com16 mittee on Financial Services of the House of 

17 Representatives and the Committee on Banking, 

18 Housing, and Urban Affairs of the Senate; 

19 ‘‘(B) make such notice available to the pub20 lic, including on the website of the Department 

21 of the Treasury; and 

22 ‘‘(C) consult with the committees described 

23 under subparagraph (A) with respect to the na24 ture of the agreement and any anticipated effects 

25 such agreement will have on the economy. 


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1 ‘‘(4) DEFINITION.—For purposes of this sub2 section, the term ‘process’ shall include any official 

3 proceeding or meeting on financial regulation of a 

4 recognized international organization with authority 

5 to set financial standards on a global or regional 

6 level, including the Financial Stability Board, the 

7 Basel Committee on Banking Supervision (or a simi8 lar organization), and the International Association 

9 of Insurance Supervisors (or a similar organiza10 tion).’’. 

11 (d) OCC REQUIREMENTS.—Chapter one of title LXII 

12 of the Revised Statutes of the United States (12 U.S.C. 21 

13 et seq.) is amended— 

14 (1) by adding at the end the following new sec15 tion: 

16 ‘‘SEC. 5156B. INTERNATIONAL PROCESSES. 

17 ‘‘(a) NOTICE OF PROCESS; CONSULTATION.—At least 

18 30 calendar days before the Comptroller of the Currency 

19 participates in a process of setting financial standards as 

20 a part of any foreign or multinational entity, the Board 

21 of Directors shall— 

22 ‘‘(1) issue a notice of the process, including the 

23 subject matter, scope, and goals of the process, to the 

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1 resentatives and the Committee on Banking, Housing, 

2 and Urban Affairs of the Senate; 

3 ‘‘(2) make such notice available to the public, in4 cluding on the website of the Office of the Comptroller 

5 of the Currency; and 

6 ‘‘(3) solicit public comment, and consult with the 

7 committees described under paragraph (1), with re8 spect to the subject matter, scope, and goals of the 

9 process. 

10 ‘‘(b) PUBLIC REPORTS ON PROCESS.—After the end of 

11 any process described under subsection (a), the Board of 

12 Directors shall issue a public report on the topics that were 

13 discussed at the process and any new or revised rulemakings 

14 or policy changes that the Board of Directors believes should 

15 be implemented as a result of the process. 

16 ‘‘(c) NOTICE OF AGREEMENTS; CONSULTATION.—At 

17 least 90 calendar days before the Board of Directors partici18 pates in a process of setting financial standards as a part 

19 of any foreign or multinational entity, the Board of Direc20 tors shall— 

21 ‘‘(1) issue a notice of agreement to the Committee 

22 on Financial Services of the House of Representatives 

23 and the Committee on Banking, Housing, and Urban 

24 Affairs of the Senate; 


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1 ‘‘(2) make such notice available to the public, in2 cluding on the website of the Office of the Comptroller 

3 of the Currency; and 

4 ‘‘(3) consult with the committees described under 

5 paragraph (1) with respect to the nature of the agree6 ment and any anticipated effects such agreement will 

7 have on the economy. 

8 ‘‘(d) DEFINITION.—For purposes of this section, the 

9 term ‘process’ shall include any official proceeding or meet10 ing on financial regulation of a recognized international 

11 organization with authority to set financial standards on 

12 a global or regional level, including the Financial Stability 

13 Board, the Basel Committee on Banking Supervision (or 

14 a similar organization), and the International Association 

15 of Insurance Supervisors (or a similar organization).’’; and 

16 (2) in the table of contents for such chapter, by 

17 adding at the end the following new item: 

‘‘5156B. International processes.’’. 

18 (e) SECURITIES AND EXCHANGE COMMISSION RE19 QUIREMENTS.—Section 4 of the Securities Exchange Act of 

20 1934 (15 U.S.C. 78d), as amended by section 818(a), is fur21 ther amended by adding at the end the following new sub22 section: 

23 ‘‘(j) INTERNATIONAL PROCESSES.— 

24 ‘‘(1) NOTICE OF PROCESS; CONSULTATION.—At 

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1 pates in a process of setting financial standards as a 

2 part of any foreign or multinational entity, the Com3 mission shall— 

4 ‘‘(A) issue a notice of the process, including 

5 the subject matter, scope, and goals of the proc6 ess, to the Committee on Financial Services of 

7 the House of Representatives and the Committee 

8 on Banking, Housing, and Urban Affairs of the 

9 Senate; 

10 ‘‘(B) make such notice available to the pub11 lic, including on the website of the Commission; 

12 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), the 

19 Commission shall issue a public report on the topics 

20 that were discussed at the process and any new or re21 vised rulemakings or policy changes that the Commis22 sion believes should be implemented as a result of the 

23 process. 

24 ‘‘(3) NOTICE OF AGREEMENTS; CONSULTATION.— 

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1 ticipates in a process of setting financial standards as 

2 a part of any foreign or multinational entity, the 

3 Commission shall— 

4 ‘‘(A) issue a notice of agreement to the Com5 mittee on Financial Services of the House of 

6 Representatives and the Committee on Banking, 

7 Housing, and Urban Affairs of the Senate; 

8 ‘‘(B) make such notice available to the pub9 lic, including on the website of the Commission; 

10 and 

11 ‘‘(C) consult with the committees described 

12 under subparagraph (A) with respect to the na13 ture of the agreement and any anticipated effects 

14 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 (f) COMMODITY FUTURES TRADING COMMISSION RE2 QUIREMENTS.—Section 2 of the Commodity Exchange Act 

3 (7 U.S.C. 2) is amended by adding at the end the following: 

4 ‘‘(k) INTERNATIONAL PROCESSES.— 

5 ‘‘(1) NOTICE OF PROCESS; CONSULTATION.—At 

6 least 30 calendar days before the Commission partici7 pates in a process of setting financial standards as a 

8 part of any foreign or multinational entity, the Com9 mission shall— 

10 ‘‘(A) issue a notice of the process, including 

11 the subject matter, scope, and goals of the proc12 ess, to— 

13 ‘‘(i) the Committees on Financial Serv14 ices and Agriculture of the House of Rep15 resentatives; and 

16 ‘‘(ii) the Committees on Banking, 

17 Housing, and Urban Affairs and Agri18 culture, Nutrition, and Forestry of the Sen19 ate; 

20 ‘‘(B) make such notice available to the pub21 lic, including on the website of the Commission; 

22 and 

23 ‘‘(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), the 

5 Commission shall issue a public report on the topics 

6 that were discussed during the process and any new 

7 or revised rulemakings or policy changes that the 

8 Commission believes should be implemented as a re9 sult of the process. 

10 ‘‘(3) NOTICE OF AGREEMENTS; CONSULTATION.— 

11 At least 90 calendar days before the Commission par12 ticipates in a process of setting financial standards as 

13 a part of any foreign or multinational entity, the 

14 Commission shall— 

15 ‘‘(A) issue a notice of agreement to— 

16 ‘‘(i) the Committees on Financial Serv17 ices and Agriculture of the House of Rep18 resentatives; and 

19 ‘‘(ii) the Committees on Banking, 

20 Housing, and Urban Affairs and Agri21 culture, Nutrition, and Forestry of the Sen22 ate; 

23 ‘‘(B) make such notice available to the pub24 lic, including on the website of the Commission; 

25 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 effects 

4 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 Subtitle G—Unfunded Mandates 

16 Reform 

17 SEC. 381. DEFINITIONS. 

18 For purposes of this title: 

19 (1) AGENCY.—The term ‘‘agency’’ has the mean20 ing given such term under section 311. 

21 (2) OTHER DEFINITIONS.—Except as provided 

22 under paragraph (1), the definitions under section 

23 421 of the Congressional Budget and Impoundment 

24 Control Act of 1974 shall apply to this title. 


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1 SEC. 382. STATEMENTS TO ACCOMPANY SIGNIFICANT REG2 ULATORY ACTIONS. 

3 (a) IN GENERAL.—Unless otherwise expressly prohib4 ited by law, before promulgating any general notice of pro5 posed rulemaking or any final rule, or within six months 

6 after promulgating any final rule that was not preceded 

7 by a general notice of proposed rulemaking, if the proposed 

8 rulemaking or final rule includes a Federal mandate that 

9 may result in an annual effect on State, local, or tribal 

10 governments, or to the private sector, in the aggregate of 

11 $100,000,000 or more in any 1 year, the agency shall pre12 pare a written statement containing the following: 

13 (1) The text of the draft proposed rulemaking or 

14 final rule, together with the information required 

15 under subsections (a) and (b)(1) of section 312, as ap16 plicable, including an explanation of the manner in 

17 which the proposed rulemaking or final rule is con18 sistent with the statutory requirement and avoids 

19 undue interference with State, local, and tribal gov20 ernments in the exercise of their governmental func21 tions. 

22 (2) Estimates by the agency, if and to the extent 

23 that the agency determines that accurate estimates 

24 are reasonably feasible, of— 

25 (A) the future compliance costs of the Fed26 eral mandate; and 


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1 (B) any disproportionate budgetary effects 

2 of the Federal mandate upon any particular re3 gions of the nation or particular State, local, or 

4 tribal governments, urban or rural or other types 

5 of communities, or particular segments of the 

6 private sector. 

7 (3)(A) A detailed description of the extent of the 

8 agency’s prior consultation with the private sector 

9 and elected representatives (under section 384) of the 

10 affected State, local, and tribal governments. 

11 (B) A detailed summary of the comments and 

12 concerns that were presented by the private sector and 

13 State, local, or tribal governments either orally or in 

14 writing to the agency. 

15 (C) A detailed summary of the agency’s evalua16 tion of those comments and concerns. 

17 (4) A detailed summary of how the agency com18 plied with each of the regulatory principles described 

19 under section 312, as applicable. 

20 (b) PROMULGATION.—In promulgating a general no21 tice of proposed rulemaking or a final rule for which a 

22 statement under subsection (a) is required, the agency shall 

23 include in the promulgation a summary of the information 

24 contained in the statement. 


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1 (c) PREPARATION IN CONJUNCTION WITH OTHER

2 STATEMENT.—Any agency may prepare any statement re3 quired under subsection (a) in conjunction with or as a 

4 part of any other statement or analysis, provided that the 

5 statement or analysis satisfies the provisions of subsection 

6 (a). 

7 SEC. 383. SMALL GOVERNMENT AGENCY PLAN. 

8 Before establishing any regulatory requirements that 

9 might significantly or uniquely affect small governments, 

10 agencies shall have developed a plan under which the agen11 cy shall— 

12 (1) provide notice of the requirements to poten13 tially affected small governments, if any; 

14 (2) enable officials of affected small governments 

15 to provide meaningful and timely input in the devel16 opment of regulatory proposals containing significant 

17 Federal intergovernmental mandates; and 

18 (3) inform, educate, and advise small govern19 ments on compliance with the requirements. 

20 SEC. 384. STATE, LOCAL, AND TRIBAL GOVERNMENT AND 

21 PRIVATE SECTOR INPUT. 

22 (a) IN GENERAL.—Each agency shall, to the extent 

23 permitted in law, develop an effective process to permit 

24 elected officers of State, local, and tribal governments (or 

25 their designated employees with authority to act on their 


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1 behalf), and impacted parties within the private sector (in2 cluding small business), to provide meaningful and timely 

3 input in the development of regulatory proposals containing 

4 significant Federal mandates. 

5 (b) MEETINGS BETWEEN STATE, LOCAL, TRIBAL AND

6 FEDERAL OFFICERS.—The Federal Advisory Committee 

7 Act (5 U.S.C. App.) shall not apply to actions in support 

8 of intergovernmental communications where— 

9 (1) meetings are held exclusively between Federal 

10 officials and elected officers of State, local, and tribal 

11 governments (or their designated employees with au12 thority to act on their behalf) acting in their official 

13 capacities; and 

14 (2) such meetings are solely for the purposes of 

15 exchanging views, information, or advice relating to 

16 the management or implementation of Federal pro17 grams established pursuant to public law that explic18 itly or inherently share intergovernmental respon19 sibilities or administration. 

20 (c) GUIDELINES.—For appropriate implementation of 

21 subsections (a) and (b) consistent with applicable laws and 

22 regulations, the following guidelines shall be followed: 

23 (1) Consultations shall take place as early as 

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1 making, continue through the final rule stage, and be 

2 integrated explicitly into the rulemaking process. 

3 (2) Agencies shall consult with a wide variety of 

4 State, local, and tribal officials and impacted parties 

5 within the private sector (including small businesses). 

6 Geographic, political, and other factors that may dif7 ferentiate varying points of view should be considered. 

8 (3) Agencies should estimate benefits and costs to 

9 assist with these consultations. The scope of the con10 sultation should reflect the cost and significance of the 

11 Federal mandate being considered. 

12 (4) Agencies shall, to the extent practicable— 

13 (A) seek out the views of State, local, and 

14 tribal governments, and impacted parties within 

15 the private sector (including small business), on 

16 costs, benefits, and risks; and 

17 (B) solicit ideas about alternative methods 

18 of compliance and potential flexibilities, and 

19 input on whether the Federal regulation will 

20 harmonize with and not duplicate similar laws 

21 in other levels of government. 

22 (5) Consultations shall address the cumulative 

23 impact of regulations on the affected entities. 

24 (6) Agencies may accept electronic submissions of 

25 comments by relevant parties but may not use those 


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1 comments as the sole method of satisfying the guide2 lines in this subsection. 

3 SEC. 385. LEAST BURDENSOME OPTION OR EXPLANATION 

4 REQUIRED. 

5 (a) IN GENERAL.—Except as provided in subsection 

6 (b), before promulgating any rule for which a written state7 ment is required under section 382, the agency shall iden8 tify and consider a reasonable number of regulatory alter9 natives and from those alternatives select the least costly, 

10 most cost-effective or least burdensome alternative that 

11 achieves the objectives of the rule, for— 

12 (1) State, local, and tribal governments, in the 

13 case of a rule containing a Federal intergovernmental 

14 mandate; and 

15 (2) the private sector, in the case of a rule con16 taining a Federal private sector mandate. 

17 (b) EXCEPTION.—The provisions of subsection (a) shall 

18 apply unless— 

19 (1) the head of the affected agency publishes with 

20 the final rule an explanation of why the least costly, 

21 most cost-effective or least burdensome method of 

22 achieving the objectives of the rule was not adopted; 

23 or 

24 (2) the provisions are inconsistent with law. 


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1 (c) CERTIFICATION.—No later than 1 year after the 

2 date of the enactment of this Act, the Administrator of the 

3 Office of Information and Regulatory Affairs shall certify 

4 to Congress, with a written explanation, agency compliance 

5 with this section and include in that certification agencies 

6 and rulemakings that fail to adequately comply with this 

7 section. 

8 SEC. 386. ASSISTANCE TO THE OFFICE OF INFORMATION 

9 AND REGULATORY AFFAIRS. 

10 The Administrator of the Office of Information and 

11 Regulatory Affairs shall— 

12 (1) collect from agencies the statements prepared 

13 under section 382; and 

14 (2) periodically forward copies of such state15 ments to the Director of the Congressional Budget Of16 fice on a reasonably timely basis after promulgation 

17 of the general notice of proposed rulemaking or of the 

18 final rule for which the statement was prepared. 

19 SEC. 387. OFFICE OF INFORMATION AND REGULATORY AF20 FAIRS RESPONSIBILITIES. 

21 (a) IN GENERAL.—The Administrator of the Office of 

22 Information and Regulatory Affairs shall provide meaning23 ful guidance and oversight so that each agency’s regulations 

24 for which a written statement is required under section 382 

25 are consistent with the principles and requirements of this 


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1 title, as well as other applicable laws, and do not conflict 

2 with the policies or actions of another agency. If the Admin3 istrator determines that an agency’s regulations for which 

4 a written statement is required under section 382 do not 

5 comply with such principles and requirements, are not con6 sistent with other applicable laws, or conflict with the poli7 cies or actions of another agency, the Administrator shall 

8 identify areas of non-compliance, notify the agency, and re9 quest that the agency comply before the agency finalizes the 

10 regulation concerned. 

11 (b) ANNUAL STATEMENTS TO CONGRESS ON AGENCY

12 COMPLIANCE.—The Administrator of the Office of Informa13 tion and Regulatory Affairs annually shall submit to Con14 gress a written report detailing compliance by each agency 

15 with the requirements of this title that relate to regulations 

16 for which a written statement is required by section 382, 

17 including activities undertaken at the request of the Admin18 istrator to improve compliance, during the preceding re19 porting period. The report shall also contain an appendix 

20 detailing compliance by each agency with section 384. 

21 SEC. 388. JUDICIAL REVIEW. 

22 (a) AGENCY STATEMENTS ON SIGNIFICANT REGU23 LATORY ACTIONS.— 

24 (1) IN GENERAL.—Compliance or noncompliance 

25 by any agency with the provisions of section 382, 


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1 paragraphs (1) and (2) of section 383(a), and sub2 sections (a) and (b) of section 385 shall be subject to 

3 judicial review in accordance with this section. 

4 (2) LIMITED REVIEW OF AGENCY COMPLIANCE OR

5 NONCOMPLIANCE.— 

6 (A) Agency compliance or noncompliance 

7 with the provisions of section 382, paragraphs 

8 (1) and (2) of section 383(a), and subsections (a) 

9 and (b) of section 385 shall be subject to judicial 

10 review under section 706(1) of title 5, United 

11 States Code, and as provided under subpara12 graph (B). 

13 (B) If an agency fails to prepare the writ14 ten statement (including the preparation of the 

15 estimates, analyses, statements, or descriptions) 

16 under section 382, prepare the written plan 

17 under paragraphs (1) and (2) of section 383(a), 

18 or comply with subsections (a) and (b) of section 

19 385, a court may compel the agency to prepare 

20 such written statement, prepare such written 

21 plan, or comply with such section; 

22 (3) REVIEW OF AGENCY RULES.—In any judicial 

23 review under any other Federal law of an agency rule 

24 for which a written statement under section 382, a 

25 written plan under paragraphs (1) and (2) of section 


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1 383(a), or compliance with subsections (a) and (b) of 

2 section 385 is required, the inadequacy or failure to 

3 prepare such statement (including the inadequacy or 

4 failure to prepare any estimate, analysis, statement, 

5 or description), to prepare such written plan, or to 

6 comply with such section may be used as a basis for 

7 staying, enjoining, invalidating or otherwise affecting 

8 such agency rule. 

9 (4) CERTAIN INFORMATION AS PART OF

10 RECORD.—Any information generated under section 

11 382, paragraphs (1) and (2) of section 383(a), and 

12 subsections (a) and (b) of section 385 that is part of 

13 the rulemaking record for judicial review under the 

14 provisions of any other Federal law may be consid15 ered as part of the record for judicial review con16 ducted under such other provisions of Federal law. 

17 (5) APPLICATION OF OTHER FEDERAL LAW.—For 

18 any petition under paragraph (2) the provisions of 

19 such other Federal law shall control all other matters, 

20 such as exhaustion of administrative remedies, the 

21 time for and manner of seeking review and venue, ex22 cept that if such other Federal law does not provide 

23 a limitation on the time for filing a petition for judi24 cial review that is less than 180 days, such limitation 


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1 shall be 180 days after a final rule is promulgated by 

2 the appropriate agency. 

3 (6) EFFECTIVE DATE.—This subsection shall 

4 apply to any agency rule for which a general notice 

5 of proposed rulemaking is promulgated on or after the 

6 date of the enactment of this Act. 

7 (b) JUDICIAL REVIEW AND RULE OF CONSTRUC8 TION.—Except as provided in subsection (a)— 

9 (1) any estimate, analysis, statement, description 

10 or report prepared under this title, and any compli11 ance or noncompliance with the provisions of this 

12 title, and any determination concerning the applica13 bility of the provisions of this title shall not be subject 

14 to judicial review; and 

15 (2) no provision of this title shall be construed 

16 to create any right or benefit, substantive or proce17 dural, enforceable by any person in any administra18 tive or judicial action. 

19 Subtitle H—Enforcement 

20 Coordination 

21 SEC. 391. POLICIES TO MINIMIZE DUPLICATION OF EN22 FORCEMENT EFFORTS. 

23 Each agency (as defined under section 311) shall, not 

24 later than the end of the 90-day period beginning on the 


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1 date of the enactment of this Act, implement policies and 

2 procedures— 

3 (1) to minimize duplication of efforts with other 

4 Federal or State authorities when bringing an ad5 ministrative or judicial action against an individual 

6 or entity; 

7 (2) to establish when joint investigations, admin8 istrative actions, or judicial actions or the coordina9 tion of law enforcement activities are necessary and 

10 appropriate and in the public interest; and 

11 (3) to, in the course of a joint investigation, ad12 ministrative action, or judicial action, establish a 

13 lead agency to avoid duplication of efforts and unnec14 essary burdens and to ensure consistent enforcement, 

15 as necessary and appropriate and in the public inter16 est. 

17 Subtitle I—Penalties for 

18 Unauthorized Disclosures 

19 SEC. 392. CRIMINAL PENALTY FOR UNAUTHORIZED DISCLO20 SURES. 

21 Section 165 of the Financial Stability Act of 2010 (12 

22 U.S.C. 5365), as amended by section 151(b)(6)(M), is fur23 ther amended by adding at the end the following: 

24 ‘‘(m) CRIMINAL PENALTY FOR UNAUTHORIZED DIS25 CLOSURES.— 


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1 ‘‘(1) IN GENERAL.—Any officer or employee of a 

2 Federal department or agency, who by virtue of such 

3 officer or employee’s employment or official position, 

4 has possession of, or access to, agency records which 

5 contain individually identifiable information sub6 mitted pursuant to the requirements of this section, 

7 the disclosure of which is prohibited by Federal stat8 ute, rule, or regulation, and who knowing that disclo9 sure of the specific material is so prohibited, willfully 

10 discloses the material in any manner to any person 

11 or agency not entitled to receive it, shall be guilty of 

12 a misdemeanor and fined not more than $5,000. 

13 ‘‘(2) OBTAINING RECORDS UNDER FALSE PRE14 TENSES.—Any person who knowingly and willfully 

15 requests or obtains information described under para16 graph (1) from a Federal department or agency under 

17 false pretenses shall be guilty of a misdemeanor and 

18 fined not more than $5,000. 

19 ‘‘(3) TREATMENT OF DETERMINATIONS.—For 

20 purposes of this subsection, a determination made 

21 under subsection (d) or (i) based on individually 

22 identifiable information submitted pursuant to the re23 quirements of this section shall be deemed individ24 ually identifiable information, the disclosure of which 

25 is prohibited by Federal statute.’’. 


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1 Subtitle II—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 settle8 ment to which a department or agency is a party may di9 rect 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 agent 

12 thereof who enters into or enforces a settlement in violation 

13 of subsection (a), shall be subject to the same penalties that 

14 would apply in the case of a violation of section 3302 of 

15 title 31, United States Code. 

16 (c) EFFECTIVE DATE.—Subsections (a) and (b) apply 

17 only in the case of a settlement agreement concluded on or 

18 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 

24 Urban Development, the Department of Justice, 


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1 and the Rural Housing Service of the Depart2 ment of Agriculture. 

3 (2) The term ‘‘settlement agreement’’ means a 

4 settlement agreement resolving a civil action or poten5 tial civil action, a plea agreement, a deferred prosecu6 tion agreement, or a non-prosecution agreement. 

7 (3) The term ‘‘payment’’ means a payment or 

8 loan. 

9 (4) The term ‘‘payment to any person who is not 

10 a victim’’ means any payment other than a pay11 ment— 

12 (A) to a person who is party to the lawsuit 

13 or settlement; 

14 (B) that provides restitution for or other15 wise directly remedies actual harm (including to 

16 the environment) directly and proximately 

17 caused by the party making the payment as a 

18 result of that party’s alleged wrongdoing; 

19 (C) that constitutes payment for services 

20 rendered in connection with the case; or 

21 (D) made pursuant to section 3663 of title 

22 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 Bro8 kerage Simplification 

9 SEC. 401. REGISTRATION EXEMPTION FOR MERGER AND AC10 QUISITION 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 this 

21 paragraph if such broker does any of the fol22 lowing: 

23 ‘‘(i) Directly or indirectly, in connec24 tion with the transfer of ownership of an el25 igible privately held company, receives, 


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1 holds, transmits, or has custody of the funds 

2 or securities to be exchanged by the parties 

3 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 broker 

16 is not exempt from registration under this para17 graph 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 sec24 tion 926 of the Investor Protection and SeVerDate Sep 11 2014 20:38 May 25, 2017 Jkt 069200 PO 00000 Frm 00185 Fmt 6652 Sfmt 6203 E:\BILLS\H10.RH H10

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1 curities Reform Act of 2010 (15 U.S.C. 77d 

2 note); or 

3 ‘‘(iv) a final order described in para4 graph (4)(H). 

5 ‘‘(D) RULE OF CONSTRUCTION.—Nothing in 

6 this paragraph shall be construed to limit any 

7 other authority of the Commission to exempt any 

8 person, or any class of persons, from any provi9 sion of this title, or from any provision of any 

10 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 com15 pany, whether through ownership of securi16 ties, by contract, or otherwise. There is a 

17 presumption of control for any person 

18 who— 

19 ‘‘(I) is a director, general partner, 

20 member or manager of a limited liabil21 ity company, or officer exercising exec22 utive responsibility (or has similar sta23 tus or functions); 

24 ‘‘(II) has the right to vote 20 per25 cent or more of a class of voting securiVerDate Sep 11 2014 20:38 May 25, 2017 Jkt 069200 PO 00000 Frm 00186 Fmt 6652 Sfmt 6203 E:\BILLS\H10.RH H10

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1 ties or the power to sell or direct the 

2 sale of 20 percent or more of a class of 

3 voting securities; or 

4 ‘‘(III) in the case of a partnership 

5 or limited liability company, has the 

6 right to receive upon dissolution, or 

7 has contributed, 20 percent or more of 

8 the capital. 

9 ‘‘(ii) ELIGIBLE PRIVATELY HELD COM10 PANY.—The term ‘eligible privately held 

11 company’ means a privately held company 

12 that meets both of the following conditions: 

13 ‘‘(I) The company does not have 

14 any class of securities registered, or re15 quired to be registered, with the Com16 mission under section 12 or with re17 spect to which the company files, or is 

18 required to file, periodic information, 

19 documents, and reports under sub20 section (d). 

21 ‘‘(II) In the fiscal year ending im22 mediately before the fiscal year in 

23 which the services of the M&A broker 

24 are initially engaged with respect to 

25 the securities transaction, the company 


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1 meets either or both of the following 

2 conditions (determined in accordance 

3 with the historical financial account4 ing records of the company): 

5 ‘‘(aa) The earnings of the 

6 company before interest, taxes, de7 preciation, and amortization are 

8 less than $25,000,000. 

9 ‘‘(bb) The gross revenues of 

10 the company are less than 

11 $250,000,000. 

12 ‘‘(iii) M&A BROKER.—The term ‘M&A 

13 broker’ means a broker, and any person as14 sociated with a broker, engaged in the busi15 ness of effecting securities transactions sole16 ly in connection with the transfer of owner17 ship of an eligible privately held company, 

18 regardless of whether the broker acts on be19 half of a seller or buyer, through the pur20 chase, sale, exchange, issuance, repurchase, 

21 or redemption of, or a business combination 

22 involving, securities or assets of the eligible 

23 privately held company, if the broker rea24 sonably 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 secu12 rities in exchange for securities or as13 sets of the eligible privately held com14 pany, such person will, prior to becom15 ing legally bound to consummate the 

16 transaction, receive or have reasonable 

17 access to the most recent fiscal year18 end financial statements of the issuer 

19 of the securities as customarily pre20 pared by the management of the issuer 

21 in the normal course of operations and, 

22 if the financial statements of the issuer 

23 are audited, reviewed, or compiled, any 

24 related statement by the independent 

25 accountant, a balance sheet dated not 


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1 more than 120 days before the date of 

2 the offer, and information pertaining 

3 to the management, business, results of 

4 operations for the period covered by the 

5 foregoing financial statements, and 

6 material loss contingencies of the 

7 issuer. 

8 ‘‘(iv) PUBLIC SHELL COMPANY.—The 

9 term ‘public shell company’ is a company 

10 that at the time of a transaction with an el11 igible privately held company— 

12 ‘‘(I) has any class of securities 

13 registered, or required to be registered, 

14 with the Commission under section 12 

15 or that is required to file reports pur16 suant to subsection (d); 

17 ‘‘(II) has no or nominal oper18 ations; and 

19 ‘‘(III) has— 

20 ‘‘(aa) no or nominal assets; 

21 ‘‘(bb) assets consisting solely 

22 of cash and cash equivalents; or 

23 ‘‘(cc) assets consisting of any 

24 amount of cash and cash equiva25 lents and nominal other assets. 


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1 ‘‘(F) INFLATION ADJUSTMENT.— 

2 ‘‘(i) IN GENERAL.—On the date that is 

3 5 years after the date of the enactment of 

4 this paragraph, and every 5 years there5 after, each dollar amount in subparagraph 

6 (E)(ii)(II) shall be adjusted by— 

7 ‘‘(I) dividing the annual value of 

8 the Employment Cost Index For Wages 

9 and Salaries, Private Industry Work10 ers (or any successor index), as pub11 lished by the Bureau of Labor Statis12 tics, for the calendar year preceding 

13 the calendar year in which the adjust14 ment is being made by the annual 

15 value of such index (or successor) for 

16 the calendar year ending December 31, 

17 2012; and 

18 ‘‘(II) multiplying such dollar 

19 amount by the quotient obtained under 

20 subclause (I). 

21 ‘‘(ii) ROUNDING.—Each dollar amount 

22 determined under clause (i) shall be round23 ed to the nearest multiple of $100,000.’’. 


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1 SEC. 402. EFFECTIVE DATE. 

2 This subtitle and any amendment made by this sub3 title shall take effect on the date that is 90 days after the 

4 date of the enactment of this Act. 

5 Subtitle B—Encouraging Employee 

6 Ownership 

7 SEC. 406. INCREASED THRESHOLD FOR DISCLOSURES RE8 LATING TO COMPENSATORY BENEFIT PLANS. 

9 Not later than 60 days after the date of the enactment 

10 of this Act, the Securities and Exchange Commission shall 

11 revise section 230.701(e) of title 17, Code of Federal Regula12 tions, so as to increase from $5,000,000 to $20,000,000 the 

13 aggregate sales price or amount of securities sold during 

14 any consecutive 12-month period in excess of which the 

15 issuer is required under such section to deliver an addi16 tional disclosure to investors. The Commission shall index 

17 for inflation such aggregate sales price or amount every 5 

18 years to reflect the change in the Consumer Price Index for 

19 All Urban Consumers published by the Bureau of Labor 

20 Statistics, rounding to the nearest $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 the 

8 requirements to use Extensible Business Reporting Lan9 guage (XBRL) for financial statements and other periodic 

10 reporting required to be filed with the Commission under 

11 the securities laws. Such companies may elect to use XBRL 

12 for such reporting. 

13 (b) EXEMPTION FOR OTHER SMALLER COMPANIES.— 

14 Issuers with total annual gross revenues of less than 

15 $250,000,000 are exempt from the requirements to use 

16 XBRL for financial statements and other periodic reporting 

17 required to be filed with the Commission under the securi18 ties laws. Such issuers may elect to use XBRL for such re19 porting. An exemption under this subsection shall continue 

20 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 determina24 tion by the Commission, by order after conducting the 

25 analysis required by section 3, that the benefits of 


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1 such requirements to such issuers outweigh the costs, 

2 but no earlier than three years after enactment of this 

3 Act. 

4 (c) MODIFICATIONS TO REGULATIONS.—Not later than 

5 60 days after the date of enactment of this Act, the Commis6 sion shall revise its regulations under parts 229, 230, 232, 

7 239, 240, and 249 of title 17, Code of Federal Regulations, 

8 to reflect the exemptions set forth in subsections (a) and 

9 (b). 

10 SEC. 412. ANALYSIS BY THE SEC. 

11 The Commission shall conduct an analysis of the costs 

12 and benefits to issuers described in section 411(b) of the re13 quirements to use XBRL for financial statements and other 

14 periodic reporting required to be filed with the Commission 

15 under the securities laws. Such analysis shall include an 

16 assessment of— 

17 (1) how such costs and benefits may differ from 

18 the costs and benefits identified by the Commission in 

19 the order relating to interactive data to improve fi20 nancial reporting (dated January 30, 2009; 74 Fed. 

21 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 from 

25 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 issuer 

5 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, assess 

12 the potential outcomes of regulatory alternatives, and 

13 enhance investor participation in corporate govern14 ance and promote capital formation; and 

15 (5) the effectiveness of standards in the United 

16 States for interactive filing data relative to the stand17 ards of international counterparts. 

18 SEC. 413. REPORT TO CONGRESS. 

19 Not later than one year after the date of enactment 

20 of this Act, the Commission shall provide the Committee 

21 on Financial Services of the House of Representatives and 

22 the Committee on Banking, Housing, and Urban Affairs 

23 of the Senate a report regarding— 

24 (1) the progress in implementing XBRL report25 ing within the Commission; 


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1 (2) the use of XBRL data by Commission offi2 cials; 

3 (3) the use of XBRL data by investors; 

4 (4) the results of the analysis required by section 

5 412; and 

6 (5) any additional information the Commission 

7 considers relevant for increasing transparency, de8 creasing costs, and increasing efficiency of regulatory 

9 filings with the Commission. 

10 SEC. 414. DEFINITIONS. 

11 As used in this subtitle, the terms ‘‘Commission’’, 

12 ‘‘emerging growth company’’, ‘‘issuer’’, and ‘‘securities 

13 laws’’ have the meanings given such terms in section 3 of 

14 the Securities Exchange Act of 1934 (15 U.S.C. 78c). 

15 Subtitle D—Securities and Ex16 change Commission Overpay17 ment Credit 

18 SEC. 416. REFUNDING OR CREDITING OVERPAYMENT OF 

19 SECTION 31 FEES. 

20 (a) IN GENERAL.—Section 31 of the Securities Ex21 change Act of 1934 (15 U.S.C. 78ee) is amended by adding 

22 at the end the following: 

23 ‘‘(n) OVERPAYMENT.—If a national securities ex24 change or national securities association pays to the Com25 mission an amount in excess of fees and assessments due 


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1 under this section and informs the Commission of such 

2 amount paid in excess within 10 years of the date of the 

3 payment, the Commission shall offset future fees and assess4 ments due by such exchange or association in an amount 

5 equal to such excess amount.’’. 

6 (b) APPLICABILITY.—The amendment made by this 

7 section shall apply to any fees and assessments paid before, 

8 on, or after the date of enactment of this section. 

9 Subtitle E—Fair Access to 

10 Investment Research 

11 SEC. 421. SAFE HARBOR FOR INVESTMENT FUND RE12 SEARCH. 

13 (a) EXPANSION OF THE SAFE HARBOR.—Not later 

14 than the end of the 45-day period beginning on the date 

15 of enactment of this Act, the Securities and Exchange Com16 mission shall propose, and not later than the end of the 

17 120-day period beginning on such date, the Commission 

18 shall adopt, upon such terms, conditions, or requirements 

19 as the Commission may determine necessary or appropriate 

20 in the public interest, for the protection of investors, and 

21 for the promotion of capital formation, revisions to section 

22 230.139 of title 17, Code of Federal Regulations, to provide 

23 that a covered investment fund research report that is pub24 lished or distributed by a broker or dealer— 


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1 (1) shall be deemed, for purposes of sections 

2 2(a)(10) and 5(c) of the Securities Act of 1933 (15 

3 U.S.C. 77b(a)(10), 77e(c)), not to constitute an offer 

4 for sale or an offer to sell a security that is the subject 

5 of an offering pursuant to a registration statement 

6 that is effective, even if the broker or dealer is partici7 pating or will participate in the registered offering of 

8 the covered investment fund’s securities; and 

9 (2) shall be deemed to satisfy the conditions of 

10 subsection (a)(1) or (a)(2) of section 230.139 of title 

11 17, Code of Federal Regulations, or any successor pro12 visions, for purposes of the Commission’s rules and 

13 regulations under the Federal securities laws and the 

14 rules of any self-regulatory organization. 

15 (b) IMPLEMENTATION OF SAFE HARBOR.—In imple16 menting the safe harbor pursuant to subsection (a), the 

17 Commission shall— 

18 (1) not, in the case of a covered investment fund 

19 with a class of securities in substantially continuous 

20 distribution, condition the safe harbor on whether the 

21 broker’s or dealer’s publication or distribution of a 

22 covered investment fund research report constitutes 

23 such broker’s or dealer’s initiation or reinitiation of 

24 research coverage on such covered investment fund or 

25 its securities; 


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1 (2) not— 

2 (A) require the covered investment fund to 

3 have been registered as an investment company 

4 under the Investment Company Act of 1940 (15 

5 U.S.C. 80a–1 et seq.) or subject to the reporting 

6 requirements of section 13 or 15(d) of the Securi7 ties Exchange Act of 1934 (15 U.S.C. 78m, 

8 78o(d)) for any period exceeding the period of 

9 time referenced under paragraph (a)(1)(i)(A)(1) 

10 of section 230.139 of title 17, Code of Federal 

11 Regulations; or 

12 (B) impose a minimum float provision ex13 ceeding that referenced in paragraph 

14 (a)(1)(i)(A)(1)(i) of section 230.139 of title 17, 

15 Code of Federal Regulations; 

16 (3) provide that a self-regulatory organization 

17 may not maintain or enforce any rule that would— 

18 (A) prohibit the ability of a member to pub19 lish or distribute a covered investment fund re20 search report solely because the member is also 

21 participating in a registered offering or other 

22 distribution of any securities of such covered in23 vestment fund; or 

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1 tion of securities of a covered investment fund 

2 solely because the member has published or dis3 tributed a covered investment fund research re4 port about such covered investment fund or its 

5 securities; and 

6 (4) provide that a covered investment fund re7 search report shall not be subject to section 24(b) of 

8 the Investment Company Act of 1940 (15 U.S.C. 80a– 

9 24(b)) or the rules and regulations thereunder, except 

10 that such report may still be subject to such section 

11 and the rules and regulations thereunder to the extent 

12 that it is otherwise not subject to the content stand13 ards in the rules of any self-regulatory organization 

14 related to research reports, including those contained 

15 in the rules governing communications with the pub16 lic regarding investment companies or substantially 

17 similar standards. 

18 (c) RULES OF CONSTRUCTION.—Nothing in this Act 

19 shall be construed as in any way limiting— 

20 (1) the applicability of the antifraud or 

21 antimanipulation provisions of the Federal securities 

22 laws and rules adopted thereunder to a covered invest23 ment fund research report, including section 17 of the 

24 Securities Act of 1933 (15 U.S.C. 77q), section 34(b) 

25 of the Investment Company Act of 1940 (15 U.S.C. 


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1 80a–33), and sections 9 and 10 of the Securities Ex2 change Act of 1934 (15 U.S.C. 78i, 78j); or 

3 (2) the authority of any self-regulatory organiza4 tion to examine or supervise a member’s practices in 

5 connection with such member’s publication or dis6 tribution of a covered investment fund research report 

7 for compliance with applicable provisions of the Fed8 eral securities laws or self-regulatory organization 

9 rules related to research reports, including those con10 tained in rules governing communications with the 

11 public. 

12 (d) INTERIM EFFECTIVENESS OF SAFE HARBOR.— 

13 (1) IN GENERAL.—From and after the 120-day 

14 period beginning on the date of enactment of this Act, 

15 if the Commission has not adopted revisions to section 

16 230.139 of title 17, Code of Federal Regulations, as 

17 required by subsection (a), and until such time as the 

18 Commission has done so, a broker or dealer distrib19 uting or publishing a covered investment fund re20 search report after such date shall be able to rely on 

21 the provisions of section 230.139 of title 17, Code of 

22 Federal Regulations, and the broker or dealer’s publi23 cation of such report shall be deemed to satisfy the 

24 conditions of subsection (a)(1) or (a)(2) of section 

25 230.139 of title 17, Code of Federal Regulations, if the 


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1 covered investment fund that is the subject of such re2 port satisfies the reporting history requirements 

3 (without regard to Form S–3 or Form F–3 eligi4 bility) and minimum float provisions of such sub5 sections for purposes of the Commission’s rules and 

6 regulations under the Federal securities laws and the 

7 rules of any self-regulatory organization, as if revised 

8 and implemented in accordance with subsections (a) 

9 and (b). 

10 (2) STATUS OF COVERED INVESTMENT FUND.— 

11 After such period and until the Commission has 

12 adopted revisions to section 230.139 and FINRA has 

13 revised rule 2210, for purposes of subsection (c)(7)(O) 

14 of such rule, a covered investment fund shall be 

15 deemed to be a security that is listed on a national 

16 securities exchange and that is not subject to section 

17 24(b) of the Investment Company Act of 1940 (15 

18 U.S.C. 80a–24(b)). Communications concerning only 

19 covered investment funds that fall within the scope of 

20 such section shall not be required to be filed with 

21 FINRA. 

22 (e) DEFINITIONS.—For purposes of this section: 

23 (1) The term ‘‘covered investment fund research 

24 report’’ means a research report published or distrib25 uted by a broker or dealer about a covered investment 


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1 fund or any securities issued by the covered invest2 ment fund, but not including a research report to the 

3 extent that it is published or distributed by the cov4 ered investment fund or any affiliate of the covered 

5 investment fund. 

6 (2) The term ‘‘covered investment fund’’ means— 

7 (A) an investment company registered 

8 under, or that has filed an election to be treated 

9 as a business development company under, the 

10 Investment Company Act of 1940 and that has 

11 filed a registration statement under the Securi12 ties Act of 1933 for the public offering of a class 

13 of its securities, which registration statement has 

14 been declared effective by the Commission; and 

15 (B) a trust or other person— 

16 (i) issuing securities in an offering 

17 registered under the Securities Act of 1933 

18 and which class of securities is listed for 

19 trading on a national securities exchange; 

20 (ii) the assets of which consist pri21 marily of commodities, currencies, or deriv22 ative instruments that reference commod23 ities or currencies, or interests in the fore24 going; and 


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1 (iii) that provides in its registration 

2 statement under the Securities Act of 1933 

3 that a class of its securities are purchased 

4 or redeemed, subject to conditions or limita5 tions, for a ratable share of its assets. 

6 (3) The term ‘‘FINRA’’ means the Financial In7 dustry Regulatory Authority. 

8 (4) The term ‘‘research report’’ has the meaning 

9 given that term under section 2(a)(3) of the Securities 

10 Act of 1933 (15 U.S.C. 77b(a)(3)), except that such 

11 term shall not include an oral communication. 

12 (5) The term ‘‘self-regulatory organization’’ has 

13 the meaning given to that term under section 3(a)(26) 

14 of the Securities Exchange Act of 1934 (15 U.S.C. 

15 78c(a)(26)). 

16 Subtitle F—Accelerating Access to 

17 Capital 

18 SEC. 426. EXPANDED ELIGIBILITY FOR USE OF FORM S–3. 

19 Not later than 45 days after the date of the enactment 

20 of this Act, the Securities and Exchange Commission shall 

21 revise Form S–3— 

22 (1) so as to permit securities to be registered 

23 pursuant to General Instruction I.B.1. of such form 

24 provided that either— 


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1 (A) the aggregate market value of the voting 

2 and non-voting common equity held by non-af3 filiates of the registrant is $75,000,000 or more; 

4 or 

5 (B) the registrant has at least one class of 

6 common equity securities listed and registered on 

7 a national securities exchange; and 

8 (2) so as to remove the requirement of paragraph 

9 (c) from General Instruction I.B.6. of such form. 

10 Subtitle G—Enhancing the RAISE 

11 Act 

12 SEC. 431. CERTAIN ACCREDITED INVESTOR TRANSACTIONS. 

13 Section 4 of the Securities Act of 1933 (15 U.S.C. 77d) 

14 is amended— 

15 (1) by amending subsection (d) to read as fol16 lows: 

17 ‘‘(d)(1) The transactions referred to in subsection 

18 (a)(7) are transactions where— 

19 ‘‘(A) each purchaser is an accredited inves20 tor, as that term is defined in section 230.501(a) 

21 of title 17, Code of Federal Regulations (or any 

22 successor thereto); and 

23 ‘‘(B) if any securities sold in reliance on 

24 subsection (a)(7) are offered by means of any 

25 general solicitation or general advertising, all 


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1 such sales are made through a platform available 

2 only to accredited investors. 

3 ‘‘(2) Securities sold in reliance on subsection (a)(7) 

4 shall be deemed to have been acquired in a transaction not 

5 involving any public offering. 

6 ‘‘(3) The exemption provided by this subsection shall 

7 not be available for a transaction where the seller is— 

8 ‘‘(A) an issuer, its subsidiaries or parent; 

9 ‘‘(B) an underwriter acting on behalf of the 

10 issuer, its subsidiaries or parent, which receives com11 pensation from the issuer with respect to such sale; or 

12 ‘‘(C) a dealer. 

13 ‘‘(4) A transaction meeting the requirements of this 

14 subsection shall be deemed not to be a distribution for pur15 poses of section 2(a)(11).’’; and 

16 (2) by striking subsection (e). 

17 Subtitle H—Small Business Credit 

18 Availability 

19 SEC. 436. BUSINESS DEVELOPMENT COMPANY OWNERSHIP 

20 OF SECURITIES OF INVESTMENT ADVISERS 

21 AND CERTAIN FINANCIAL COMPANIES. 

22 (a) IN GENERAL.—Section 60 of the Investment Com23 pany Act of 1940 (15 U.S.C. 80a–59) is amended— 

24 (1) by striking ‘‘Notwithstanding’’ and inserting 

25 ‘‘(a) Notwithstanding’’; 


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1 (2) by striking ‘‘except that the Commission shall 

2 not’’ and inserting the following: ‘‘except that— 

3 ‘‘(1) section 12 shall not apply to the pur4 chasing, otherwise acquiring, or holding by a business 

5 development company of any security issued by, or 

6 any other interest in the business of, any person who 

7 is an investment adviser registered under title II of 

8 this Act, who is an investment adviser to an invest9 ment company, or who is an eligible portfolio com10 pany; and 

11 ‘‘(2) the Commission shall not’’; 

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

13 ‘‘(b) Nothing in this section shall prevent the Commis14 sion from issuing rules to address potential conflicts of in15 terest between business development companies and invest16 ment advisers.’’. 

17 (b) DEFINITION OF ELIGIBLE PORTFOLIO COMPANY.— 

18 Section 2(a)(46)(B) of the Investment Company Act of 1940 

19 (15 U.S.C. 80a–2(a)(46)(B)) is amended by inserting before 

20 the semicolon the following: ‘‘(unless it is described in para21 graph (2), (3), (4), (5), (6), or (9) of such section)’’. 

22 (c) INVESTMENT THRESHOLD.—Section 55(a) of the 

23 Investment Company Act of 1940 is amended by inserting 

24 before the colon the following: ‘‘, provided that no more than 


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1 50 percent of its total assets are assets described in section 

2 3(c)’’. 

3 SEC. 437. EXPANDING ACCESS TO CAPITAL FOR BUSINESS 

4 DEVELOPMENT COMPANIES. 

5 (a) IN GENERAL.—Section 61(a) of the Investment 

6 Company Act of 1940 (15 U.S.C. 80a–60(a)) is amended— 

7 (1) by redesignating paragraphs (2) through (4) 

8 as paragraphs (3) through (5), respectively; 

9 (2) by striking paragraph (1) and inserting the 

10 following: 

11 ‘‘(1) Except as provided in paragraph (2), the 

12 asset coverage requirements of subparagraphs (A) and 

13 (B) of section 18(a)(1) (and any related rule promul14 gated under this Act) applicable to business develop15 ment companies shall be 200 percent. 

16 ‘‘(2) The asset coverage requirements of subpara17 graphs (A) and (B) of section 18(a)(1) and of sub18 paragraphs (A) and (B) of section 18(a)(2) (and any 

19 related rule promulgated under this Act) applicable to 

20 a business development company shall be 150 percent 

21 if— 

22 ‘‘(A) within five business days of the ap23 proval of the adoption of the asset coverage re24 quirements described in clause (ii), the business 

25 development company discloses such approval 


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1 and the date of its effectiveness in a Form 8–K 

2 filed with the Commission and in a notice on its 

3 website and discloses in its periodic filings made 

4 under section 13 of the Securities and Exchange 

5 Act of 1934 (15 U.S.C. 78m)— 

6 ‘‘(i) the aggregate value of the senior 

7 securities issued by such company and the 

8 asset coverage percentage as of the date of 

9 such company’s most recent financial state10 ments; and 

11 ‘‘(ii) that such company has adopted 

12 the asset coverage requirements of this sub13 paragraph and the effective date of such re14 quirements; 

15 ‘‘(B) with respect to a business development 

16 company that issues equity securities that are 

17 registered on a national securities exchange, the 

18 periodic filings of the company under section 

19 13(a) of the Securities Exchange Act of 1934 (15 

20 U.S.C. 78m) include disclosures reasonably de21 signed to ensure that shareholders are informed 

22 of— 

23 ‘‘(i) the amount of indebtedness and 

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1 ments of the company dated on or most re2 cently before the date of such filing; and 

3 ‘‘(ii) the principal risk factors associ4 ated with such indebtedness, to the extent 

5 such risk is incurred by the company; and 

6 ‘‘(C)(i) the application of this paragraph to 

7 the company is approved by the required major8 ity (as defined in section 57(o)) of the directors 

9 of or general partners of such company who are 

10 not interested persons of the business develop11 ment company, which application shall become 

12 effective on the date that is 1 year after the date 

13 of the approval, and, with respect to a business 

14 development company that issues equity securi15 ties that are not registered on a national securi16 ties exchange, the company extends, to each per17 son who is a shareholder as of the date of the ap18 proval, an offer to repurchase the equity securi19 ties held by such person as of such approval date, 

20 with 25 percent of such securities to be repur21 chased in each of the four quarters following such 

22 approval date; or 

23 ‘‘(ii) the company obtains, at a special or 

24 annual meeting of shareholders or partners at 

25 which a quorum is present, the approval of more 


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1 than 50 percent of the votes cast of the applica2 tion of this paragraph to the company, which 

3 application shall become effective on the date im4 mediately after the date of the approval.’’; 

5 (3) in paragraph (3) (as redesignated), by in6 serting ‘‘or which is a stock’’ after ‘‘indebtedness’’; 

7 (4) in subparagraph (A) of paragraph (4) (as re8 designated)— 

9 (A) in the matter preceding clause (i), by 

10 striking ‘‘voting’’; and 

11 (B) by amending clause (iii) to read as fol12 lows: 

13 ‘‘(iii) the exercise or conversion price 

14 at the date of issuance of such warrants, op15 tions, or rights is not less than— 

16 ‘‘(I) the market value of the secu17 rities issuable upon the exercise of such 

18 warrants, options, or rights at the date 

19 of issuance of such warrants, options, 

20 or rights; or 

21 ‘‘(II) if no such market value ex22 ists, the net asset value of the securities 

23 issuable upon the exercise of such war24 rants, options, or rights at the date of 


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1 issuance of such warrants, options, or 

2 rights; and’’; and 

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

4 ‘‘(6)(A) Except as provided in subparagraph 

5 (B), the following shall not apply to a business devel6 opment company: 

7 ‘‘(i) Subparagraphs (C) and (D) of section 

8 18(a)(2). 

9 ‘‘(ii) Subparagraph (E) of section 18(a)(2), 

10 to the extent such subparagraph requires any 

11 priority over any other class of stock as to dis12 tribution of assets upon liquidation. 

13 ‘‘(iii) With respect to a senior security 

14 which is a stock, subsections (c) and (i) of sec15 tion 18. 

16 ‘‘(B) Subparagraph (A) shall not apply with re17 spect to preferred stock issued to a person who is not 

18 known by the company to be a qualified institutional 

19 buyer (as defined in section 3(a) of the Securities Ex20 change Act of 1934).’’. 

21 (b) CONFORMING AMENDMENTS.—The Investment 

22 Company Act of 1940 (15 U.S.C. 80a–1 et seq.) is amend23 ed— 

24 (1) in section 57— 


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1 (A) in subsection (j)(1), by striking ‘‘section 

2 61(a)(3)(B)’’ and inserting ‘‘section 

3 61(a)(4)(B)’’; and 

4 (B) in subsection (n)(2), by striking ‘‘sec5 tion 61(a)(3)(B)’’ and inserting ‘‘section 

6 61(a)(4)(B)’’; and 

7 (2) in section 63(3), by striking ‘‘section 

8 61(a)(3)’’ and inserting ‘‘section 61(a)(4)’’. 

9 SEC. 438. PARITY FOR BUSINESS DEVELOPMENT COMPA10 NIES REGARDING OFFERING AND PROXY 

11 RULES. 

12 (a) REVISION TO RULES.—Not later than 1 year after 

13 the date of enactment of this Act, the Securities and Ex14 change Commission shall revise any rules to the extent nec15 essary to allow a business development company that has 

16 filed an election pursuant to section 54 of the Investment 

17 Company Act of 1940 (15 U.S.C. 80a–53) to use the securi18 ties offering and proxy rules that are available to other 

19 issuers that are required to file reports under section 13 

20 or section 15(d) of the Securities Exchange Act of 1934 (15 

21 U.S.C. 78m; 78o(d)). Any action that the Commission takes 

22 pursuant to this subsection shall include the following: 

23 (1) The Commission shall revise rule 405 under 

24 the Securities Act of 1933 (17 C.F.R. 230.405)— 


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1 (A) to remove the exclusion of a business de2 velopment company from the definition of a 

3 well-known seasoned issuer provided by that rule; 

4 and 

5 (B) to add registration statements filed on 

6 Form N–2 to the definition of automatic shelf 

7 registration statement provided by that rule. 

8 (2) The Commission shall revise rules 168 and 

9 169 under the Securities Act of 1933 (17 C.F.R. 

10 230.168 and 230.169) to remove the exclusion of a 

11 business development company from an issuer that 

12 can use the exemptions provided by those rules. 

13 (3) The Commission shall revise rules 163 and 

14 163A under the Securities Act of 1933 (17 C.F.R. 

15 230.163 and 230.163A) to remove a business develop16 ment company from the list of issuers that are ineli17 gible to use the exemptions provided by those rules. 

18 (4) The Commission shall revise rule 134 under 

19 the Securities Act of 1933 (17 C.F.R. 230.134) to re20 move the exclusion of a business development com21 pany from that rule. 

22 (5) The Commission shall revise rules 138 and 

23 139 under the Securities Act of 1933 (17 C.F.R. 

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1 ness development company as an issuer to which those 

2 rules apply. 

3 (6) The Commission shall revise rule 164 under 

4 the Securities Act of 1933 (17 C.F.R. 230.164) to re5 move a business development company from the list 

6 of issuers that are excluded from that rule. 

7 (7) The Commission shall revise rule 433 under 

8 the Securities Act of 1933 (17 C.F.R. 230.433) to spe9 cifically include a business development company that 

10 is a well-known seasoned issuer as an issuer to which 

11 that rule applies. 

12 (8) The Commission shall revise rule 415 under 

13 the Securities Act of 1933 (17 C.F.R. 230.415)— 

14 (A) to state that the registration for securi15 ties provided by that rule includes securities reg16 istered by a business development company on 

17 Form N–2; and 

18 (B) to provide an exception for a business 

19 development company from the requirement that 

20 a Form N–2 registrant must furnish the under21 takings required by item 34.4 of Form N–2. 

22 (9) The Commission shall revise rule 497 under 

23 the Securities Act of 1933 (17 C.F.R. 230.497) to in24 clude a process for a business development company 

25 to file a form of prospectus that is parallel to the 


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1 process for filing a form of prospectus under rule 

2 424(b). 

3 (10) The Commission shall revise rules 172 and 

4 173 under the Securities Act of 1933 (17 C.F.R. 

5 230.172 and 230.173) to remove the exclusion of an 

6 offering of a business development company from 

7 those rules. 

8 (11) The Commission shall revise rule 418 under 

9 the Securities Act of 1933 (17 C.F.R. 230.418) to pro10 vide that a business development company that would 

11 otherwise meet the eligibility requirements of General 

12 Instruction I.A of Form S–3 shall be exempt from 

13 paragraph (a)(3) of that rule. 

14 (12) The Commission shall revise rule 14a–101 

15 under the Securities Exchange Act of 1934 (17 C.F.R. 

16 240.14a–101) to provide that a business development 

17 company that would otherwise meet the requirements 

18 of General Instruction I.A of Form S–3 shall be 

19 deemed to meet the requirements of Form S–3 for 

20 purposes of Schedule 14A. 

21 (13) The Commission shall revise rule 103 under 

22 Regulation FD (17 C.F.R. 243.103) to provide that 

23 paragraph (a) of that rule applies for purposes of 

24 Form N–2. 


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1 (b) REVISION TO FORM N–2.—Not later than 1 year 

2 after the date of enactment of this Act, the Commission shall 

3 revise Form N–2— 

4 (1) to include an item or instruction that is 

5 similar to item 12 on Form S–3 to provide that a 

6 business development company that would otherwise 

7 meet the requirements of Form S–3 shall incorporate 

8 by reference its reports and documents filed under the 

9 Securities Exchange Act of 1934 into its registration 

10 statement filed on Form N–2; and 

11 (2) to include an item or instruction that is 

12 similar to the instruction regarding automatic shelf 

13 offerings by well-known seasoned issuers on Form S– 

14 3 to provide that a business development company 

15 that is a well-known seasoned issuer may file auto16 matic shelf offerings on Form N–2. 

17 (c) TREATMENT IF REVISIONS NOT COMPLETED IN

18 TIMELY MANNER.—If the Commission fails to complete the 

19 revisions required by subsections (a) and (b) by the time 

20 required by such subsections, a business development com21 pany shall be entitled to treat such revisions as having been 

22 completed in accordance with the actions required to be 

23 taken by the Commission by such subsections until such 

24 time as such revisions are completed by the Commission. 


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1 (d) RULE OF CONSTRUCTION.—Any reference in this 

2 section to a rule or form means such rule or form or any 

3 successor rule or form. 

4 Subtitle I—Fostering Innovation 

5 SEC. 441. TEMPORARY EXEMPTION FOR LOW-REVENUE 

6 ISSUERS. 

7 Section 404 of the Sarbanes-Oxley Act of 2002 (15 

8 U.S.C. 7262) is amended by adding at the end the following: 

9 ‘‘(d) TEMPORARY EXEMPTION FOR LOW-REVENUE

10 ISSUERS.— 

11 ‘‘(1) LOW-REVENUE EXEMPTION.—Subsection (b) 

12 shall not apply with respect to an audit report pre13 pared for an issuer that— 

14 ‘‘(A) ceased to be an emerging growth com15 pany on the last day of the fiscal year of the 

16 issuer following the fifth anniversary of the date 

17 of the first sale of common equity securities of 

18 the issuer pursuant to an effective registration 

19 statement under the Securities Act of 1933; 

20 ‘‘(B) had average annual gross revenues of 

21 less than $50,000,000 as of its most recently 

22 completed fiscal year; and 

23 ‘‘(C) is not a large accelerated filer. 


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1 ‘‘(2) EXPIRATION OF TEMPORARY EXEMPTION.— 

2 An issuer ceases to be eligible for the exemption de3 scribed under paragraph (1) at the earliest of— 

4 ‘‘(A) the last day of the fiscal year of the 

5 issuer following the tenth anniversary of the date 

6 of the first sale of common equity securities of 

7 the issuer pursuant to an effective registration 

8 statement under the Securities Act of 1933; 

9 ‘‘(B) the last day of the fiscal year of the 

10 issuer during which the average annual gross 

11 revenues of the issuer exceed $50,000,000; or 

12 ‘‘(C) the date on which the issuer becomes a 

13 large accelerated filer. 

14 ‘‘(3) DEFINITIONS.—For purposes of this sub15 section: 

16 ‘‘(A) AVERAGE ANNUAL GROSS REVE17 NUES.—The term ‘average annual gross revenues’ 

18 means the total gross revenues of an issuer over 

19 its most recently completed three fiscal years di20 vided by three. 

21 ‘‘(B) EMERGING GROWTH COMPANY.—The 

22 term ‘emerging growth company’ has the mean23 ing given such term under section 3 of the Secu24 rities Exchange Act of 1934 (15 U.S.C. 78c). 


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1 ‘‘(C) LARGE ACCELERATED FILER.—The 

2 term ‘large accelerated filer’ has the meaning 

3 given that term under section 240.12b–2 of title 

4 17, Code of Federal Regulations, or any successor 

5 thereto.’’. 

6 Subtitle J—Small Business Capital 

7 Formation Enhancement 

8 SEC. 446. ANNUAL REVIEW OF GOVERNMENT-BUSINESS 

9 FORUM ON CAPITAL FORMATION. 

10 Section 503 of the Small Business Investment Incen11 tive Act of 1980 (15 U.S.C. 80c–1) is amended by adding 

12 at the end the following: 

13 ‘‘(e) The Commission shall— 

14 ‘‘(1) review the findings and recommendations of 

15 the forum; and 

16 ‘‘(2) each time the forum submits a finding or 

17 recommendation to the Commission, promptly issue a 

18 public statement— 

19 ‘‘(A) assessing the finding or recommenda20 tion of the forum; and 

21 ‘‘(B) disclosing the action, if any, the Com22 mission intends to take with respect to the find23 ing or recommendation.’’. 


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1 Subtitle K—Helping Angels Lead 

2 Our Startups 

3 SEC. 451. DEFINITION OF ANGEL INVESTOR GROUP. 

4 As used in this subtitle, the term ‘‘angel investor 

5 group’’ means any group that— 

6 (1) is composed of accredited investors interested 

7 in investing personal capital in early-stage compa8 nies; 

9 (2) holds regular meetings and has defined proc10 esses and procedures for making investment decisions, 

11 either individually or among the membership of the 

12 group as a whole; and 

13 (3) is neither associated nor affiliated with bro14 kers, dealers, or investment advisers. 

15 SEC. 452. CLARIFICATION OF GENERAL SOLICITATION. 

16 (a) IN GENERAL.—Not later than 6 months after the 

17 date of enactment of this Act, the Securities and Exchange 

18 Commission shall revise Regulation D of its rules (17 

19 C.F.R. 230.500 et seq.) to require that in carrying out the 

20 prohibition against general solicitation or general adver21 tising contained in section 230.502(c) of title 17, Code of 

22 Federal Regulations, the prohibition shall not apply to a 

23 presentation or other communication made by or on behalf 

24 of an issuer which is made at an event— 

25 (1) sponsored by— 


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1 (A) the United States or any territory 

2 thereof, by the District of Columbia, by any 

3 State, by a political subdivision of any State or 

4 territory, or by any agency or public instrumen5 tality of any of the foregoing; 

6 (B) a college, university, or other institu7 tion of higher education; 

8 (C) a nonprofit organization; 

9 (D) an angel investor group; 

10 (E) a venture forum, venture capital asso11 ciation, or trade association; or 

12 (F) any other group, person or entity as the 

13 Securities and Exchange Commission may deter14 mine by rule; 

15 (2) where any advertising for the event does not 

16 reference any specific offering of securities by the 

17 issuer; 

18 (3) the sponsor of which— 

19 (A) does not make investment recommenda20 tions or provide investment advice to event 

21 attendees; 

22 (B) does not engage in an active role in any 

23 investment negotiations between the issuer and 

24 investors attending the event; 


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1 (C) does not charge event attendees any fees 

2 other than administrative fees; and 

3 (D) does not receive any compensation with 

4 respect to such event that would require registra5 tion of the sponsor as a broker or a dealer under 

6 the Securities Exchange Act of 1934, or as an in7 vestment advisor under the Investment Advisers 

8 Act of 1940; and 

9 (4) where no specific information regarding an 

10 offering of securities by the issuer is communicated or 

11 distributed by or on behalf of the issuer, other than— 

12 (A) that the issuer is in the process of offer13 ing securities or planning to offer securities; 

14 (B) the type and amount of securities being 

15 offered; 

16 (C) the amount of securities being offered 

17 that have already been subscribed for; and 

18 (D) the intended use of proceeds of the offer19 ing. 

20 (b) RULE OF CONSTRUCTION.—Subsection (a) may 

21 only be construed as requiring the Securities and Exchange 

22 Commission to amend the requirements of Regulation D 

23 with respect to presentations and communications, and not 

24 with respect to purchases or sales. 


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1 Subtitle L—Main Street Growth 

2 SEC. 456. VENTURE EXCHANGES. 

3 (a) SECURITIES EXCHANGE ACT OF 1934.—Section 6 

4 of the Securities Exchange Act of 1934 (15 U.S.C. 78f) is 

5 amended by adding at the end the following: 

6 ‘‘(m) VENTURE EXCHANGE.— 

7 ‘‘(1) REGISTRATION.— 

8 ‘‘(A) IN GENERAL.—A national securities 

9 exchange may elect to be treated (or for a listing 

10 tier of such exchange to be treated) as a venture 

11 exchange by notifying the Commission of such 

12 election, either at the time the exchange applies 

13 to be registered as a national securities exchange 

14 or after registering as a national securities ex15 change. 

16 ‘‘(B) DETERMINATION TIME PERIOD.—With 

17 respect to a securities exchange electing to be 

18 treated (or for a listing tier of such exchange to 

19 be treated) as a venture exchange— 

20 ‘‘(i) at the time the exchange applies to 

21 be registered as a national securities ex22 change, such application and election shall 

23 be deemed to have been approved by the 

24 Commission unless the Commission denies 

25 such application before the end of the 6- 


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1 month period beginning on the date the 

2 Commission received such application; and 

3 ‘‘(ii) after registering as a national se4 curities exchange, such election shall be 

5 deemed to have been approved by the Com6 mission unless the Commission denies such 

7 approval before the end of the 6-month pe8 riod beginning on the date the Commission 

9 received notification of such election. 

10 ‘‘(2) POWERS AND RESTRICTIONS.—A venture 

11 exchange— 

12 ‘‘(A) may only constitute, maintain, or pro13 vide a market place or facilities for bringing to14 gether purchasers and sellers of venture securi15 ties; 

16 ‘‘(B) may determine the increment to be 

17 used for quoting and trading venture securities 

18 on the exchange; 

19 ‘‘(C) shall disseminate last sale and 

20 quotation information on terms that are fair 

21 and reasonable and not unreasonably discrimi22 natory; 

23 ‘‘(D) may choose to carry out periodic auc24 tions for the sale of a venture security instead of 


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1 providing continuous trading of the venture se2 curity; and 

3 ‘‘(E) may not extend unlisted trading privi4 leges to any venture security. 

5 ‘‘(3) EXEMPTIONS FROM CERTAIN NATIONAL SE6 CURITY EXCHANGE REGULATIONS.—A venture ex7 change shall not be required to— 

8 ‘‘(A) comply with any of sections 242.600 

9 through 242.612 of title 17, Code of Federal Reg10 ulations; 

11 ‘‘(B) comply with any of sections 242.300 

12 through 242.303 of title 17, Code of Federal Reg13 ulations; 

14 ‘‘(C) submit any data to a securities infor15 mation processor; or 

16 ‘‘(D) use decimal pricing. 

17 ‘‘(4) TREATMENT OF CERTAIN EXEMPTED SECU18 RITIES.—A security that is exempt from registration 

19 pursuant to section 3(b) of the Securities Act of 1933 

20 shall be exempt from section 12(a) of this title with 

21 respect to the trading of such security on a venture 

22 exchange, if the issuer of such security is in compli23 ance with all disclosure obligations of such section 

24 3(b) and the regulations issued under such section. 


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1 ‘‘(5) DEFINITIONS.—For purposes of this sub2 section: 

3 ‘‘(A) EARLY-STAGE, GROWTH COMPANY.— 

4 ‘‘(i) IN GENERAL.—The term ‘early5 stage, growth company’ means an issuer— 

6 ‘‘(I) that has not made an initial 

7 public offering of any securities of the 

8 issuer; and 

9 ‘‘(II) with a market capitalization 

10 of $1,000,000,000 (as such amount is 

11 indexed for inflation every 5 years by 

12 the Commission to reflect the change in 

13 the Consumer Price Index for All 

14 Urban Consumers published by the Bu15 reau of Labor Statistics, setting the 

16 threshold to the nearest $1,000,000) or 

17 less. 

18 ‘‘(ii) TREATMENT WHEN MARKET CAP19 ITALIZATION EXCEEDS THRESHOLD.— 

20 ‘‘(I) IN GENERAL.—In the case of 

21 an issuer that is an early-stage, growth 

22 company the securities of which are 

23 traded on a venture exchange, such 

24 issuer shall not cease to be an early25 stage, growth company by reason of the 


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1 market capitalization of such issuer ex2 ceeding the threshold specified in clause 

3 (i)(II) until the end of the period of 24 

4 consecutive months during which the 

5 market capitalization of such issuer ex6 ceeds $2,000,000,000 (as such amount 

7 is indexed for inflation every 5 years 

8 by the Commission to reflect the change 

9 in the Consumer Price Index for All 

10 Urban Consumers published by the Bu11 reau of Labor Statistics, setting the 

12 threshold to the nearest $1,000,000). 

13 ‘‘(II) EXEMPTIONS.—If an issuer 

14 would cease to be an early-stage, 

15 growth company under subclause (I), 

16 the venture exchange may, at the re17 quest of the issuer, exempt the issuer 

18 from the market capitalization require19 ments of this subparagraph for the 1- 

20 year period that begins on the day 

21 after the end of the 24-month period 

22 described in such subclause. The ven23 ture exchange may, at the request of 

24 the issuer, extend the exemption for 1 

25 additional year. 


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1 ‘‘(B) VENTURE SECURITY.—The term ‘ven2 ture security’ means— 

3 ‘‘(i) securities of an early-stage, growth 

4 company that are exempt from registration 

5 pursuant to section 3(b) of the Securities 

6 Act of 1933; and 

7 ‘‘(ii) securities of an emerging growth 

8 company.’’. 

9 (b) SECURITIES ACT OF 1933.—Section 18(b)(1) of the 

10 Securities Act of 1933 (15 U.S.C. 77r(b)(1)) is amended— 

11 (1) in subparagraph (B), by striking ‘‘or’’ at the 

12 end; 

13 (2) in subparagraph (C), by striking the period 

14 and inserting ‘‘; or’’; and 

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

16 ‘‘(D) a venture security, as defined under 

17 section 6(m)(5) of the Securities Exchange Act of 

18 1934.’’. 

19 (c) SENSE OF CONGRESS.—It is the sense of the Con20 gress that the Securities and Exchange Commission 

21 should— 

22 (1) when necessary or appropriate in the public 

23 interest and consistent with the protection of inves24 tors, make use of the Commission’s general exemptive 

25 authority under section 36 of the Securities Exchange 


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1 Act of 1934 (15 U.S.C. 78mm) with respect to the 

2 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 section 

7 or the amendments made by this section shall be construed 

8 to impair or limit the construction of the antifraud provi9 sions of the securities laws (as defined in section 3(a) of 

10 the Securities Exchange Act of 1934 (15 U.S.C. 78c(a))) 

11 or the authority of the Securities and Exchange Commis12 sion under those provisions. 

13 (e) EFFECTIVE DATE FOR TIERS OF EXISTING NA14 TIONAL SECURITIES EXCHANGES.—In the case of a securi15 ties exchange that is registered as a national securities ex16 change under section 6 of the Securities Exchange Act of 

17 1934 (15 U.S.C. 78f) on the date of the enactment of this 

18 Act, any election for a listing tier of such exchange to be 

19 treated as a venture exchange under subsection (m) of such 

20 section shall not take effect before the date that is 180 days 

21 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 434(2), by adding at 

11 the end 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 con15 trolled by or under common control with the issuer) that 

16 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 no 

23 more than, or the issuer reasonably believes that there 

24 are no more than, 35 purchasers of securities from the 

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1 vided under subsection (a)(8) during the 12-month 

2 period preceding such transaction. 

3 ‘‘(3) SMALL OFFERING AMOUNT.—The aggregate 

4 amount of all securities sold by the issuer, including 

5 any amount sold in reliance on the exemption pro6 vided under subsection (a)(8), during the 12-month 

7 period preceding such transaction, does not exceed 

8 $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 the 

13 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 enact22 ment of this Act, the Securities and Exchange Commission 

23 shall revise Regulation D (17 C.F.R. 501 et seq.) in accord24 ance 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 under 

4 Rule 506 of Regulation D to file with the Commission 

5 a single notice of sales containing the information re6 quired by Form D for each new offering of securities 

7 no earlier than 15 days after the date of the first sale 

8 of securities in the offering. The Commission shall not 

9 require such an issuer to file any notice of sales con10 taining the information required by Form D except 

11 for the single notice described in the previous sen12 tence. 

13 (2) The Commission shall make the information 

14 contained in each Form D filing available to the secu15 rities commission (or any agency or office performing 

16 like functions) of each State and territory of the 

17 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 C.F.R. 230.506) on the 

21 issuer’s or any other person’s filing with the Commis22 sion of a Form D or any similar report. 

23 (4) The Commission shall not require issuers to 

24 submit written general solicitation materials to the 

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1 ing, except when the Commission requests such mate2 rials pursuant to the Commission’s authority under 

3 section 8A or section 20 of the Securities Act of 1933 

4 (15 U.S.C. 77h–1 or 77t) or section 9, 10(b), 21A, 

5 21B, or 21C of the Securities Exchange Act of 1934 

6 (15 U.S.C. 78i, 78j(b), 78u–1, 78u–2, or 78u–3). 

7 (5) The Commission shall not extend the require8 ments contained in Rule 156 to private funds. 

9 (6) The Commission shall revise Rule 501(a) of 

10 Regulation D to provide that a person who is a 

11 ‘‘knowledgeable employee’’ of a private fund or the 

12 fund’s investment adviser, as defined in Rule 3c– 

13 5(a)(4) (17 C.F.R. 270.3c–5(a)(4)), shall be an ac14 credited investor for purposes of a Rule 506 offering 

15 of a private fund with respect to which the person is 

16 a knowledgeable employee. 

17 Subtitle O—Supporting America’s 

18 Innovators 

19 SEC. 471. INVESTOR LIMITATION FOR QUALIFYING VEN20 TURE CAPITAL FUNDS. 

21 Section 3(c)(1) of the Investment Company Act of 1940 

22 (15 U.S.C. 80a–3(c)(1)) is amended— 

23 (1) by inserting after ‘‘one hundred persons’’ the 

24 following: ‘‘(or, with respect to a qualifying venture 

25 capital fund, 500 persons)’’; and 


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1 (2) by adding at the end the following: 

2 ‘‘(C) The term ‘qualifying venture capital 

3 fund’ means any venture capital fund (as de4 fined pursuant to section 203(l)(1) of the Invest5 ment Advisers Act of 1940 (15 U.S.C. 80b– 

6 3(l)(1)) with no more than $50,000,000 in aggre7 gate capital contributions and uncalled com8 mitted capital, as such dollar amount is annu9 ally adjusted by the Commission to reflect the 

10 change in the Consumer Price Index for All 

11 Urban Consumers published by the Bureau of 

12 Labor Statistics of the Department of Labor.’’. 

13 Subtitle P—Fix Crowdfunding 

14 SEC. 476. CROWDFUNDING EXEMPTION. 

15 (a) SECURITIES ACT OF 1933.—Section 4(a) of the Se16 curities Act of 1933 (15 U.S.C. 77d) is amended by striking 

17 paragraph (6) and inserting the following: 

18 ‘‘(6) transactions involving the offer or sale of se19 curities by an issuer, provided that— 

20 ‘‘(A) in the case of a transaction involving 

21 an intermediary between the issuer and the in22 vestor, such intermediary complies with the re23 quirements under section 4A(a); and 

24 ‘‘(B) in the case of a transaction not involv25 ing an intermediary between the issuer and the 


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1 investor, the issuer complies with the require2 ments under section 4A(b).’’. 

3 (b) REQUIREMENTS TO QUALIFY FOR CROWDFUNDING

4 EXEMPTION.—Section 4A of the Securities Act of 1933 (15 

5 U.S.C. 77d–1) is amended to read as follows: 

6 ‘‘SEC. 4A. REQUIREMENTS WITH RESPECT TO CERTAIN 

7 SMALL TRANSACTIONS. 

8 ‘‘(a) REQUIREMENTS ON INTERMEDIARIES.—For pur9 poses of section 4(a)(6), a person acting as an intermediary 

10 in a transaction involving the offer or sale of securities shall 

11 comply with the requirements of this subsection if the inter12 mediary— 

13 ‘‘(1) warns investors, including on the 

14 intermediary’s website used for the offer and sale of 

15 such securities, of the speculative nature generally ap16 plicable to investments in startups, emerging busi17 nesses, and small issuers, including risks in the sec18 ondary market related to illiquidity; 

19 ‘‘(2) warns investors that they are subject to the 

20 restriction on sales requirement described under sub21 section (e); 

22 ‘‘(3) takes reasonable measures to reduce the risk 

23 of fraud with respect to such transaction; 

24 ‘‘(4) registers with the Commission and the Fi25 nancial Industry Regulatory Authority, including by 


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1 providing the Commission with the intermediary’s 

2 physical address, website address, and the names of 

3 the intermediary and employees of the intermediary, 

4 and keep such information up-to-date; 

5 ‘‘(5) provides the Commission with continuous 

6 investor-level access to the intermediary’s website; 

7 ‘‘(6) requires each potential investor to answer 

8 questions demonstrating— 

9 ‘‘(A) an understanding of the level of risk 

10 generally applicable to investments in startups, 

11 emerging businesses, and small issuers; 

12 ‘‘(B) an understanding of the risk of 

13 illiquidity; and 

14 ‘‘(C) such other areas as the Commission 

15 may determine appropriate by rule or regula16 tion, including information relating to the own17 ers’ and management’s experience, and any re18 lated party transactions and conflicts of interest; 

19 ‘‘(7) carries out a background check on the 

20 issuer’s principals; 

21 ‘‘(8) provides the Commission and potential in22 vestors with notice of the offering not less than 10 

23 days prior to such offering, not later than the first 

24 day securities are offered to potential investors, in25 cluding— 


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1 ‘‘(A) the issuer’s name, legal status, phys2 ical address, and website address; 

3 ‘‘(B) the names of the issuer’s principals; 

4 ‘‘(C) the stated purpose and intended use of 

5 the proceeds of the offering sought by the issuer; 

6 and 

7 ‘‘(D) the target offering amount and the 

8 deadline to reach the target offering amount; 

9 ‘‘(9) outsources cash-management functions to a 

10 qualified third party custodian, such as a broker or 

11 dealer registered under section 15(b)(1) of the Securi12 ties Exchange Act of 1934, a trust company, or an in13 sured depository institution; 

14 ‘‘(10) makes available on the intermediary’s 

15 website a method of communication that permits the 

16 issuer and investors to communicate with one an17 other; 

18 ‘‘(11) provides the Commission with a notice 

19 upon completion of the offering, which shall include 

20 the aggregate offering amount and the number of pur21 chasers; and 

22 ‘‘(b) REQUIREMENTS ON ISSUERS IF NO INTER23 MEDIARY.—For purposes of section 4(a)(6), an issuer who 

24 offers or sells securities without an intermediary shall com25 ply with the requirements of this subsection if the issuer— 


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1 ‘‘(1) warns investors, including on the issuer’s 

2 website, of the speculative nature generally applicable 

3 to investments in startups, emerging businesses, and 

4 small issuers, including risks in the secondary market 

5 related to illiquidity; 

6 ‘‘(2) warns investors that they are subject to the 

7 restriction on sales requirement described under sub8 section (e); 

9 ‘‘(3) takes reasonable measures to reduce the risk 

10 of fraud with respect to such transaction; 

11 ‘‘(4) provides the Commission with the issuer’s 

12 physical address, website address, and the names of 

13 the principals and employees of the issuers, and keeps 

14 such information up-to-date; 

15 ‘‘(5) provides the Commission with continuous 

16 investor-level access to the issuer’s website; 

17 ‘‘(6) requires each potential investor to answer 

18 questions demonstrating— 

19 ‘‘(A) an understanding of the level of risk 

20 generally applicable to investments in startups, 

21 emerging businesses, and small issuers; 

22 ‘‘(B) an understanding of the risk of 

23 illiquidity; and 


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1 ‘‘(C) such other areas as the Commission 

2 may determine appropriate by rule or regula3 tion; 

4 ‘‘(7) provides the Commission with notice of the 

5 offering not less than 10 days prior to such offering, 

6 not later than the first day securities are offered to 

7 potential investors, including— 

8 ‘‘(A) the stated purpose and intended use of 

9 the proceeds of the offering sought by the issuer; 

10 and 

11 ‘‘(B) the target offering amount and the 

12 deadline to reach the target offering amount; 

13 ‘‘(8) outsources cash-management functions to a 

14 qualified third party custodian, such as a broker or 

15 dealer registered under section 15(b)(1) of the Securi16 ties Exchange Act of 1934, a trust company, or an in17 sured depository institution; 

18 ‘‘(9) makes available on the issuer’s website a 

19 method of communication that permits the issuer and 

20 investors to communicate with one another; 

21 ‘‘(10) does not offer personalized investment ad22 vice; 

23 ‘‘(11) provides the Commission with a notice 

24 upon completion of the offering, which shall include 


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1 the aggregate offering amount and the number of pur2 chasers; and 

3 ‘‘(c) VERIFICATION OF INCOME.—For purposes of sec4 tion 4(a)(6), an issuer or intermediary may rely on certifi5 cations as to annual income provided by the person to 

6 whom the securities are sold to verify the investor’s income. 

7 ‘‘(d) INFORMATION AVAILABLE TO STATES.—The Com8 mission shall make the notices described under subsections 

9 (a)(9), (a)(13), (b)(8), and (b)(13) and the information de10 scribed under subsections (a)(4) and (b)(4) available to the 

11 States. 

12 ‘‘(e) RESTRICTION ON SALES.—With respect to a 

13 transaction involving the issuance of securities described 

14 under section 4(a)(6), a purchaser may not transfer such 

15 securities during the 1-year period beginning on the date 

16 of purchase, unless such securities are sold to— 

17 ‘‘(1) the issuer of such securities; or 

18 ‘‘(2) an accredited investor. 

19 ‘‘(f) CONSTRUCTION.— 

20 ‘‘(1) NO REGISTRATION AS BROKER.—With re21 spect to a transaction described under section 4(a)(6) 

22 involving an intermediary, such intermediary shall 

23 not be required to register as a broker under section 

24 15(a)(1) of the Securities Exchange Act of 1934 solely 

25 by reason of participation in such transaction. 


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1 ‘‘(2) NO PRECLUSION OF OTHER CAPITAL RAIS2 ING.—Nothing in this section or section 4(a)(6) shall 

3 be construed as preventing an issuer from raising 

4 capital through methods not described under section 

5 4(a)(6).’’. 

6 (c) RULEMAKING.—Not later than 180 days after the 

7 date of enactment of this Act, the Securities and Exchange 

8 Commission shall issue or revise such rules as may be nec9 essary to carry out section 4A of the Securities Act of 1933, 

10 ans amended by this Act. In issuing or revising such rules, 

11 the Commission shall consider the costs and benefits of the 

12 action. 

13 (d) DISQUALIFICATION.—Not later than 180 days after 

14 the date of enactment of this Act, the Securities and Ex15 change Commission shall by rule or regulation establish dis16 qualification provisions under which an issuer shall not be 

17 eligible to utilize the exemption under section 4(a)(6) of the 

18 Securities Act of 1933 (as amended by this Act) based on 

19 the disciplinary history of the issuer or its predecessors, af20 filiates, officers, directors, or persons fulfilling similar roles. 

21 The Commission shall also establish disqualification provi22 sions under which an intermediary shall not be eligible to 

23 act as an intermediary in connection with an offering uti24 lizing the exemption under section 4(a)(6) of the Securities 

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1 mediary or its predecessors, affiliates, officers, directors, or 

2 persons fulfilling similar roles. Such provisions shall be 

3 substantially similar to the disqualification provisions con4 tained in the regulations adopted in accordance with sec5 tion 926 of the Dodd-Frank Wall Street Reform and Con6 sumer Protection Act (15 U.S.C. 77d note). 

7 SEC. 477. EXCLUSION OF CROWDFUNDING INVESTORS 

8 FROM SHAREHOLDER CAP. 

9 Section 12(g)(5) of the Securities Exchange Act of 

10 1934 (15 U.S.C. 78l(g)(5)) is amended— 

11 (1) by striking ‘‘(5) For the purposes’’ and in12 serting: 

13 ‘‘(5) DEFINITIONS.— 

14 ‘‘(A) IN GENERAL.—For the purposes’’; and 

15 (2) by adding at the end the following: 

16 ‘‘(B) EXCLUSION FOR PERSONS HOLDING

17 CERTAIN SECURITIES.—For purposes of this sub18 section, securities held by persons who purchase 

19 such securities in transactions described under 

20 section 4(a)(6) of the Securities Act of 1933 shall 

21 not be deemed to be ‘held of record’.’’. 

22 SEC. 478. PREEMPTION OF STATE LAW. 

23 (a) IN GENERAL.—Section 18(b)(4)(C) of the Securi24 ties Act of 1933 (15 U.S.C. 77r(b)(4)(C)) is amended by 

25 striking ‘‘section 4(6)’’ and inserting ‘‘section 4(a)(6)’’. 


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1 (b) CLARIFICATION OF THE PRESERVATION OF STATE

2 ENFORCEMENT AUTHORITY.— 

3 (1) IN GENERAL.—The amendments made by 

4 subsection (a) relate solely to State registration, docu5 mentation, and offering requirements, as described 

6 under section 18(a) of Securities Act of 1933 (15 

7 U.S.C. 77r(a)), and shall have no impact or limita8 tion on other State authority to take enforcement ac9 tion with regard to an issuer, intermediary, or any 

10 other person or entity using the exemption from reg11 istration provided by section 4(a)(6) of such Act, ex12 cept that a State may not impose any fees under such 

13 authority. 

14 (2) CLARIFICATION OF STATE JURISDICTION

15 OVER UNLAWFUL CONDUCT OF INTERMEDIARIES, 

16 ISSUERS, AND CUSTODIANS.—Section 18(c)(1) of the 

17 Securities Act of 1933 is amended by striking ‘‘in 

18 connection with securities or securities transactions’’ 

19 and all that follows and inserting the following: ‘‘, in 

20 connection with securities or securities transactions, 

21 with respect to— 

22 ‘‘(A) fraud or deceit; 

23 ‘‘(B) unlawful conduct by a broker or deal24 er; and 


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1 ‘‘(C) with respect to a transaction described 

2 under section 4(a)(6), unlawful conduct by an 

3 intermediary, issuer, or custodian.’’. 

4 SEC. 479. TREATMENT OF FUNDING PORTALS. 

5 Section 5312(c) of title 31, United States Code, is 

6 amended by adding at the end the following: 

7 ‘‘(2) FUNDING PORTALS NOT INCLUDED IN DEFI8 NITION.—The term ‘financial institution’ (as defined 

9 in subsection (a)) does not include a funding portal 

10 (as defined under section 3(a) of the Securities Ex11 change Act of 1934 (15 U.S.C. 78c(a))).’’. 

12 Subtitle Q—Corporate Governance 

13 Reform and Transparency 

14 SEC. 481. DEFINITIONS. 

15 (a) SECURITIES EXCHANGE ACT OF 1934.—Section 

16 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 

17 78c(a)) is amended by adding at the end the following new 

18 paragraphs: 

19 ‘‘(83) PROXY ADVISORY FIRM.—The term ‘proxy 

20 advisory firm’ means any person who is primarily 

21 engaged in the business of providing proxy voting re22 search, analysis, or recommendations to clients, which 

23 conduct constitutes a solicitation within the meaning 

24 of section 14 and the Commission’s rules and regula25 tions thereunder, except to the extent that the person 


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1 is exempted by such rules and regulations from re2 quirements otherwise applicable to persons engaged in 

3 a solicitation. 

4 ‘‘(84) PERSON ASSOCIATED WITH A PROXY ADVI5 SORY FIRM.—The term ‘person associated with’ a 

6 proxy advisory firm means any partner, officer, or 

7 director of a proxy advisory firm (or any person oc8 cupying a similar status or performing similar func9 tions), any person directly or indirectly controlling, 

10 controlled by, or under common control with a proxy 

11 advisory firm, or any employee of a proxy advisory 

12 firm, except that persons associated with a proxy ad13 visory firm whose functions are clerical or ministerial 

14 shall not be included in the meaning of such term. 

15 The Commission may by rules and regulations clas16 sify, for purposes or any portion or portions of this 

17 Act, persons, including employees controlled by a 

18 proxy advisory firm.’’. 

19 (b) APPLICABLE DEFINITIONS.—As used in this sub20 title— 

21 (1) the term ‘‘Commission’’ means the Securities 

22 and Exchange Commission; and 

23 (2) the term ‘‘proxy advisory firm’’ has the same 

24 meaning as in section 3(a)(83) of the Securities Ex25 change Act of 1934, as added by this subtitle. 


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1 SEC. 482. REGISTRATION OF PROXY ADVISORY FIRMS. 

2 (a) AMENDMENT.—The Securities Exchange Act of 

3 1934 is amended by inserting after section 15G the fol4 lowing new section: 

5 ‘‘SEC. 15H. REGISTRATION OF PROXY ADVISORY FIRMS. 

6 ‘‘(a) CONDUCT PROHIBITED.—It shall be unlawful for 

7 a proxy advisory firm to make use of the mails or any 

8 means or instrumentality of interstate commerce to provide 

9 proxy voting research, analysis, or recommendations to any 

10 client, unless such proxy advisory firm is registered under 

11 this section. 

12 ‘‘(b) REGISTRATION PROCEDURES.— 

13 ‘‘(1) APPLICATION FOR REGISTRATION.— 

14 ‘‘(A) IN GENERAL.—A proxy advisory firm 

15 must file with the Commission an application 

16 for registration, in such form as the Commission 

17 shall require, by rule or regulation, and con18 taining the information described in subpara19 graph (B). 

20 ‘‘(B) REQUIRED INFORMATION.—An appli21 cation for registration under this section shall 

22 contain information regarding— 

23 ‘‘(i) a certification that the applicant 

24 has adequate financial and managerial re25 sources to consistently provide proxy advice 

26 based on accurate information; 


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1 ‘‘(ii) the procedures and methodologies 

2 that the applicant uses in developing proxy 

3 voting recommendations, including whether 

4 and how the applicant considers the size of 

5 a company when making proxy voting rec6 ommendations; 

7 ‘‘(iii) the organizational structure of 

8 the applicant; 

9 ‘‘(iv) whether or not the applicant has 

10 in effect a code of ethics, and if not, the rea11 sons therefor; 

12 ‘‘(v) any potential or actual conflict of 

13 interest relating to the ownership structure 

14 of the applicant or the provision of proxy 

15 advisory services by the applicant, includ16 ing whether the proxy advisory firm en17 gages in services ancillary to the provision 

18 of proxy advisory services such as con19 sulting services for corporate issuers, and if 

20 so the revenues derived therefrom; 

21 ‘‘(vi) the policies and procedures in 

22 place to manage conflicts of interest under 

23 subsection (f); and 

24 ‘‘(vii) any other information and docu25 ments concerning the applicant and any 


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1 person associated with such applicant as the 

2 Commission, by rule, may prescribe as nec3 essary or appropriate in the public interest 

4 or for the protection of investors. 

5 ‘‘(2) REVIEW OF APPLICATION.— 

6 ‘‘(A) INITIAL DETERMINATION.—Not later 

7 than 90 days after the date on which the appli8 cation for registration is filed with the Commis9 sion under paragraph (1) (or within such longer 

10 period as to which the applicant consents) the 

11 Commission shall— 

12 ‘‘(i) by order, grant registration; or 

13 ‘‘(ii) institute proceedings to determine 

14 whether registration should be denied. 

15 ‘‘(B) CONDUCT OF PROCEEDINGS.— 

16 ‘‘(i) CONTENT.—Proceedings referred to 

17 in subparagraph (A)(ii) shall— 

18 ‘‘(I) include notice of the grounds 

19 for denial under consideration and an 

20 opportunity for hearing; and 

21 ‘‘(II) be concluded not later than 

22 120 days after the date on which the 

23 application for registration is filed 

24 with the Commission under paragraph 

25 (1). 


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1 ‘‘(ii) DETERMINATION.—At the conclu2 sion of such proceedings, the Commission, 

3 by order, shall grant or deny such applica4 tion for registration. 

5 ‘‘(iii) EXTENSION AUTHORIZED.—The 

6 Commission may extend the time for con7 clusion of such proceedings for not longer 

8 than 90 days, if it finds good cause for such 

9 extension and publishes its reasons for so 

10 finding, or for such longer period as to 

11 which the applicant consents. 

12 ‘‘(C) GROUNDS FOR DECISION.—The Com13 mission shall grant registration under this sub14 section— 

15 ‘‘(i) if the Commission finds that the 

16 requirements of this section are satisfied; 

17 and 

18 ‘‘(ii) unless the Commission finds (in 

19 which case the Commission shall deny such 

20 registration) that— 

21 ‘‘(I) the applicant has failed to 

22 certify to the Commission’s satisfaction 

23 that it has adequate financial and 

24 managerial resources to consistently 

25 provide proxy advice based on accurate 


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1 information and to materially comply 

2 with the procedures and methodologies 

3 disclosed under paragraph (1)(B) and 

4 with subsections (f) and (g); or 

5 ‘‘(II) if the applicant were so reg6 istered, its registration would be sub7 ject to suspension or revocation under 

8 subsection (e). 

9 ‘‘(3) PUBLIC AVAILABILITY OF INFORMATION.— 

10 Subject to section 24, the Commission shall make the 

11 information and documents submitted to the Commis12 sion by a proxy advisory firm in its completed appli13 cation for registration, or in any amendment sub14 mitted under paragraph (1) or (2) of subsection (c), 

15 publicly available on the Commission’s website, or 

16 through another comparable, readily accessible 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 materi22 ally 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 exceed22 ing 12 months, or revoke the registration of any registered 

23 proxy advisory firm if the Commission finds, on the record 

24 after notice and opportunity for hearing, that such censure, 

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1 essary for the protection of investors and in the public inter2 est and that such registered proxy advisory firm, or any 

3 person associated with such an organization, whether prior 

4 to or subsequent to becoming so associated— 

5 ‘‘(1) has committed or omitted any act, or is 

6 subject to an order or finding, enumerated in sub7 paragraph (A), (D), (E), (H), or (G) of section 

8 15(b)(4), has been convicted of any offense specified in 

9 section 15(b)(4)(B), or is enjoined from any action, 

10 conduct, or practice specified in subparagraph (C) of 

11 section 15(b)(4), during the 10-year period preceding 

12 the date of commencement of the proceedings under 

13 this subsection, or at any time thereafter; 

14 ‘‘(2) has been convicted during the 10-year pe15 riod preceding the date on which an application for 

16 registration is filed with the Commission under this 

17 section, or at any time thereafter, of— 

18 ‘‘(A) any crime that is punishable by im19 prisonment for one or more years, and that is 

20 not described in section 15(b)(4)(B); or 

21 ‘‘(B) a substantially equivalent crime by a 

22 foreign court of competent jurisdiction; 

23 ‘‘(3) is subject to any order of the Commission 

24 barring or suspending the right of the person to be as25 sociated with a registered proxy advisory firm; 


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1 ‘‘(4) fails to furnish the certifications required 

2 under subsections (b)(2)(C)(ii)(I) and (c)(2); 

3 ‘‘(5) has engaged in one or more prohibited acts 

4 enumerated in paragraph (1); or 

5 ‘‘(6) fails to maintain adequate financial and 

6 managerial resources to consistently offer advisory 

7 services with integrity, including by failing to comply 

8 with subsections (f) or (g). 

9 ‘‘(e) TERMINATION OF REGISTRATION.— 

10 ‘‘(1) VOLUNTARY WITHDRAWAL.—A registered 

11 proxy advisory firm may, upon such terms and con12 ditions as the Commission may establish as necessary 

13 in the public interest or for the protection of investors, 

14 which terms and conditions shall include at a min15 imum that the registered proxy advisory firm will no 

16 longer conduct such activities as to bring it within 

17 the definition of proxy advisory firm in section 

18 3(a)(83) of the Securities Exchange Act of 1934, with19 draw from registration by filing a written notice of 

20 withdrawal to the Commission. 

21 ‘‘(2) COMMISSION AUTHORITY.—In addition to 

22 any other authority of the Commission under this 

23 title, if the Commission finds that a registered proxy 

24 advisory firm is no longer in existence or has ceased 

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1 sion, by order, shall cancel the registration under this 

2 section of such registered proxy advisory firm. 

3 ‘‘(f) MANAGEMENT OF CONFLICTS OF INTEREST.— 

4 ‘‘(1) ORGANIZATION POLICIES AND PROCE5 DURES.—Each registered proxy advisory firm shall 

6 establish, maintain, and enforce written policies and 

7 procedures reasonably designed, taking into consider8 ation the nature of the business of such registered 

9 proxy advisory firm and associated persons, to ad10 dress and manage any conflicts of interest that can 

11 arise from such business. 

12 ‘‘(2) COMMISSION AUTHORITY.—The Commission 

13 shall issue final rules to prohibit, or require the man14 agement and disclosure of, any conflicts of interest re15 lating to the offering of proxy advisory services by a 

16 registered proxy advisory firm, including, without 

17 limitation, conflicts of interest relating to— 

18 ‘‘(A) the manner in which a registered 

19 proxy advisory firm is compensated by the cli20 ent, or any affiliate of the client, for providing 

21 proxy advisory services; 

22 ‘‘(B) the provision of consulting, advisory, 

23 or other services by a registered proxy advisory 

24 firm, or any person associated with such reg25 istered proxy advisory firm, to the client; 


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1 ‘‘(C) business relationships, ownership in2 terests, or any other financial or personal inter3 ests between a registered proxy advisory firm, or 

4 any person associated with such registered proxy 

5 advisory firm, and any client, or any affiliate of 

6 such client; 

7 ‘‘(D) transparency around the formulation 

8 of proxy voting policies; 

9 ‘‘(E) the execution of proxy votes if such 

10 votes are based upon recommendations made by 

11 the proxy advisory firm in which someone other 

12 than the issuer is a proponent; 

13 ‘‘(F) issuing recommendations where proxy 

14 advisory firms provide advisory services to a 

15 company; and 

16 ‘‘(G) any other potential conflict of interest, 

17 as the Commission deems necessary or appro18 priate in the public interest or for the protection 

19 of investors. 

20 ‘‘(g) RELIABILITY OF PROXY ADVISORY FIRM SERV21 ICES.— 

22 ‘‘(1) IN GENERAL.—Each registered proxy advi23 sory firm shall have staff sufficient to produce proxy 

24 voting recommendations that are based on accurate 

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1 sory firm shall detail procedures sufficient to permit 

2 companies receiving proxy advisory firm rec3 ommendations access in a reasonable time to the draft 

4 recommendations, with an opportunity to provide 

5 meaningful comment thereon, including the oppor6 tunity to present details to the person responsible for 

7 developing the recommendation in person or tele8 phonically. Each registered proxy advisory firm shall 

9 employ an ombudsman to receive complaints about 

10 the accuracy of voting information used in making 

11 recommendations from the subjects of the proxy advi12 sory firm’s voting recommendations, and shall resolve 

13 those complaints in a timely fashion and in any 

14 event prior to voting on the matter to which the rec15 ommendation relates. 

16 ‘‘(2) DRAFT RECOMMENDATIONS DEFINED.—For 

17 purposes of this subsection, the term ‘draft rec18 ommendations’— 

19 ‘‘(A) means the overall conclusions of proxy 

20 voting recommendations prepared for the clients 

21 of a proxy advisory firm, including any public 

22 data cited therein, any company information or 

23 substantive analysis impacting the recommenda24 tion, and the specific voting recommendations on 

25 individual proxy ballot issues; and 


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1 ‘‘(B) does not include the entirety of the 

2 proxy advisory firm’s final report to its clients. 

3 ‘‘(h) DESIGNATION OF COMPLIANCE OFFICER.—Each 

4 registered proxy advisory firm shall designate an indi5 vidual responsible for administering the policies and proce6 dures that are required to be established pursuant to sub7 sections (f) and (g), and for ensuring compliance with the 

8 securities laws and the rules and regulations thereunder, 

9 including those promulgated by the Commission pursuant 

10 to this section. 

11 ‘‘(i) PROHIBITED CONDUCT.— 

12 ‘‘(1) PROHIBITED ACTS AND PRACTICES.—The 

13 Commission shall issue final rules to prohibit any act 

14 or practice relating to the offering of proxy advisory 

15 services by a registered proxy advisory firm that the 

16 Commission determines to be unfair or coercive, in17 cluding any act or practice relating to— 

18 ‘‘(A) conditioning a voting recommendation 

19 or other proxy advisory firm recommendation on 

20 the purchase by an issuer or an affiliate thereof 

21 of other services or products, of the registered 

22 proxy advisory firm or any person associated 

23 with such registered proxy advisory firm; and 

24 ‘‘(B) modifying a voting recommendation or 

25 otherwise departing from its adopted systematic 


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1 procedures and methodologies in the provision of 

2 proxy advisory services, based on whether an 

3 issuer, or affiliate thereof, subscribes or will sub4 scribe to other services or product of the reg5 istered proxy advisory firm or any person asso6 ciated with such organization. 

7 ‘‘(2) RULE OF CONSTRUCTION.—Nothing in 

8 paragraph (1), or in any rules or regulations adopted 

9 thereunder, may be construed to modify, impair, or 

10 supersede the operation of any of the antitrust laws 

11 (as defined in the first section of the Clayton Act, ex12 cept that such term includes section 5 of the Federal 

13 Trade Commission Act, to the extent that such section 

14 5 applies to unfair methods of competition). 

15 ‘‘(j) STATEMENTS OF FINANCIAL CONDITION.—Each 

16 registered proxy advisory firm shall, on a confidential 

17 basis, file with the Commission, at intervals determined by 

18 the Commission, such financial statements, certified (if re19 quired by the rules or regulations of the Commission) by 

20 an independent public auditor, and information concerning 

21 its financial condition, as the Commission, by rule, may 

22 prescribe as necessary or appropriate in the public interest 

23 or for the protection of investors. 

24 ‘‘(k) ANNUAL REPORT.—Each registered proxy advi25 sory firm shall, at the beginning of each fiscal year of such 


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1 firm, report to the Commission on the number of share2 holder proposals its staff reviewed in the prior fiscal year, 

3 the number of recommendations made in the prior fiscal 

4 year, the number of staff who reviewed and made rec5 ommendations on such proposals in the prior fiscal year, 

6 and the number of recommendations made in the prior fis7 cal year where the proponent of such recommendation was 

8 a client of or received services from the proxy advisory firm. 

9 ‘‘(l) TRANSPARENT POLICIES.—Each registered proxy 

10 advisory firm shall file with the Commission and make 

11 publicly available its methodology for the formulation of 

12 proxy voting policies and voting recommendations. 

13 ‘‘(m) RULES OF CONSTRUCTION.— 

14 ‘‘(1) NO WAIVER OF RIGHTS, PRIVILEGES, OR DE15 FENSES.—Registration under and compliance with 

16 this section does not constitute a waiver of, or other17 wise diminish, any right, privilege, or defense that a 

18 registered proxy advisory firm may otherwise have 

19 under any provision of State or Federal law, includ20 ing any rule, regulation, or order thereunder. 

21 ‘‘(2) NO PRIVATE RIGHT OF ACTION.—Nothing in 

22 this section may be construed as creating any private 

23 right of action, and no report filed by a registered 

24 proxy advisory firm in accordance with this section 


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1 or section 17 shall create a private right of action 

2 under section 18 or any other provision of law. 

3 ‘‘(n) REGULATIONS.— 

4 ‘‘(1) NEW PROVISIONS.—Such rules and regula5 tions as are required by this section or are otherwise 

6 necessary to carry out this section, including the ap7 plication form required under subsection (a)— 

8 ‘‘(A) shall be issued by the Commission, not 

9 later than 180 days after the date of enactment 

10 of this section; and 

11 ‘‘(B) shall become effective not later than 1 

12 year after the date of enactment of this section. 

13 ‘‘(2) REVIEW OF EXISTING REGULATIONS.—Not 

14 later than 270 days after the date of enactment of this 

15 section, the Commission shall— 

16 ‘‘(A) review its existing rules and regula17 tions which affect the operations of proxy advi18 sory firms; 

19 ‘‘(B) amend or revise such rules and regula20 tions in accordance with the purposes of this sec21 tion, and issue such guidance, as the Commis22 sion may prescribe as necessary or appropriate 

23 in the public interest or for the protection of in24 vestors; and 


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1 ‘‘(C) direct Commission staff to withdraw 

2 the Egan Jones Proxy Services (May 27, 2004) 

3 and Institutional Shareholder Services, Inc. 

4 (September 15, 2004) no-action letters. 

5 ‘‘(o) APPLICABILITY.—This section, other than sub6 section (n), which shall apply on the date of enactment of 

7 this section, shall apply on the earlier of— 

8 ‘‘(1) the date on which regulations are issued in 

9 final form under subsection (n)(1); or 

10 ‘‘(2) 270 days after the date of enactment of this 

11 section.’’. 

12 (b) CONFORMING AMENDMENT.—Section 17(a)(1) of 

13 the Securities Exchange Act of 1934 (15 U.S.C. 78q(a)(1)) 

14 is amended by inserting ‘‘proxy advisory firm,’’ after ‘‘na15 tionally recognized statistical rating organization,’’. 

16 SEC. 483. COMMISSION ANNUAL REPORT. 

17 The Commission shall make an annual report publicly 

18 available on the Commission’s Internet website. Such report 

19 shall, with respect to the year to which the report relates— 

20 (1) identify applicants for registration under 

21 section 15H of the Securities Exchange Act of 1934, 

22 as added by this subtitle; 

23 (2) specify the number of and actions taken on 

24 such applications; 


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1 (3) specify the views of the Commission on the 

2 state of competition, transparency, policies and meth3 odologies, and conflicts of interest among proxy advi4 sory firms; 

5 (4) include the determination of the Commission 

6 with regard to— 

7 (A) the quality of proxy advisory services 

8 issued by proxy advisory firms; 

9 (B) the financial markets; 

10 (C) competition among proxy advisory 

11 firms; 

12 (D) the incidence of undisclosed conflicts of 

13 interest by proxy advisory firms; 

14 (E) the process for registering as a proxy 

15 advisory firm; and 

16 (F) such other matters relevant to the im17 plementation of this subtitle and the amend18 ments made by this subtitle, as the Commission 

19 determines necessary to bring to the attention of 

20 the Congress; 

21 (5) identify problems, if any, that have resulted 

22 from the implementation of this subtitle and the 

23 amendments made by this subtitle; and 


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1 (6) recommend solutions, including any legisla2 tive or regulatory solutions, to any problems identi3 fied under paragraphs (4) and (5). 

4 Subtitle R—Senior Safe 

5 SEC. 491. IMMUNITY. 

6 (a) DEFINITIONS.—In this subtitle— 

7 (1) the term ‘‘Bank Secrecy Act Officer’’ means 

8 an individual responsible for ensuring compliance 

9 with the requirements mandated by subchapter II of 

10 chapter 53 of title 31, United States Code; 

11 (2) the term ‘‘broker-dealer’’ means a broker or 

12 dealer, as those terms are defined, respectively, in sec13 tion 3(a) of the Securities Exchange Act of 1934 (15 

14 U.S.C. 78c(a)); 

15 (3) the term ‘‘covered agency’’ means— 

16 (A) a State financial regulatory agency, in17 cluding a State securities or law enforcement au18 thority and a State insurance regulator; 

19 (B) each of the Federal financial institu20 tions regulatory agencies; 

21 (C) the Securities and Exchange Commis22 sion; 

23 (D) a law enforcement agency; 


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1 (E) and State or local agency responsible 

2 for administering adult protective service laws; 

3 and 

4 (F) a State attorney general. 

5 (4) the term ‘‘covered financial institution’’ 

6 means— 

7 (A) a credit union; 

8 (B) a depository institution; 

9 (C) an investment advisor; 

10 (D) a broker-dealer; 

11 (E) an insurance company; 

12 (F) a State attorney general; and 

13 (G) a transfer agent. 

14 (5) the term ‘‘credit union’’ means a Federal 

15 credit union, State credit union, or State-chartered 

16 credit union, as those terms are defined in section 101 

17 of the Federal Credit Union Act (12 U.S.C. 1752); 

18 (6) the term ‘‘depository institution’’ has the 

19 meaning given the term in section 3(c) of the Federal 

20 Deposit Insurance Act (12 U.S.C. 1813(c)); 

21 (7) the term ‘‘exploitation’’ means the fraudulent 

22 or otherwise illegal, unauthorized, or improper act or 

23 process of an individual, including a caregiver or fi24 duciary, that— 


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1 (A) uses the resources of a senior citizen for 

2 monetary personal benefit, profit, or gain; or 

3 (B) results in depriving a senior citizen of 

4 rightful access to or use of benefits, resources, be5 longings or assets; 

6 (8) the term ‘‘Federal financial institutions reg7 ulatory agencies’’ has the meaning given the term in 

8 section 1003 of the Federal Financial Institutions Ex9 amination Council Act of 1978 (12 U.S.C. 3302); 

10 (9) the term ‘‘investment adviser’’ has the mean11 ing given the term in section 202 of the Investment 

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

13 (10) the term ‘‘insurance company’’ has the 

14 meaning given the term in section 2(a) of the Invest15 ment Company Act of 1940 (15 U.S.C. 80a–2(a)); 

16 (11) the term ‘‘registered representative’’ means 

17 an individual who represents a broker-dealer in effect18 ing or attempting to affect a purchase or sale of secu19 rities; 

20 (12) the term ‘‘senior citizen’’ means an indi21 vidual who is not less than 65 years of age; 

22 (13) the term ‘‘State insurance regulator’’ has 

23 the meaning given such term in section 315 of the 

24 Gramm-Leach-Bliley Act (15 U.S.C. 6735); 


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1 (14) the term ‘‘State securities or law enforce2 ment authority’’ has the meaning given the term in 

3 section 24(f)(4) of the Securities Exchange Act of 

4 1934 (15 U.S.C. 78x(f)(4)); and 

5 (15) the term ‘‘transfer agent’’ has the meaning 

6 given the term in section 3(a) of the Securities Ex7 change Act of 1934 (15 U.S.C. 78c(a)). 

8 (b) IMMUNITY FROM SUIT.— 

9 (1) IMMUNITY FOR INDIVIDUALS.—An individual 

10 who has received the training described in section 

11 1092 shall not be liable, including in any civil or ad12 ministrative proceeding, for disclosing the possible ex13 ploitation of a senior citizen to a covered agency if 

14 the individual, at the time of the disclosure— 

15 (A) served as a supervisor, compliance offi16 cer (including a Bank Secrecy Act Officer), or 

17 registered representative for a covered financial 

18 institution; and 

19 (B) made the disclosure with reasonable 

20 care including reasonable efforts to avoid disclo21 sure other than to a covered agency. 

22 (2) IMMUNITY FOR COVERED FINANCIAL INSTITU23 TIONS.—A covered financial institution shall not be 

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1 ceeding, for a disclosure made by an individual de2 scribed in paragraph (1) if— 

3 (A) the individual was employed by, or, in 

4 the case of a registered representative, affiliated 

5 or associated with, the covered financial institu6 tion at the time of the disclosure; and 

7 (B) before the time of the disclosure, the cov8 ered financial institution provided the training 

9 described in section 492 to each individual de10 scribed in section 492(a). 

11 SEC. 492. TRAINING REQUIRED. 

12 (a) IN GENERAL.—A covered financial institution 

13 may provide training described in subsection (b)(1) to each 

14 officer or employee of, or registered representative affiliated 

15 or associated with, the covered financial institution who— 

16 (1) is described in section 491(b)(1)(A); 

17 (2) may come into contact with a senior citizen 

18 as a regular part of the duties of the officer, employee, 

19 or registered representative; or 

20 (3) may review or approve the financial docu21 ments, records, or transactions of a senior citizen in 

22 connection with providing financial services to a sen23 ior citizen. 

24 (b) TRAINING.— 


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1 (1) IN GENERAL.—The training described in this 

2 paragraph shall— 

3 (A) instruct any individual attending the 

4 training on how to identify and report the sus5 pected exploitation of a senior citizen; 

6 (B) discuss the need to protect the privacy 

7 and respect the integrity of each individual cus8 tomer of a covered financial institution; and 

9 (C) be appropriate to the job responsibilities 

10 of the individual attending the training. 

11 (2) TIMING.—The training required under sub12 section (a) shall be provided as soon as reasonably 

13 practicable but not later than 1 year after the date 

14 on which an officer, employee, or registered represent15 ative begins employment with or becomes affiliated or 

16 associated with the covered financial institution. 

17 (3) BANK SECRECY ACT OFFICER.—An indi18 vidual who is designated as a compliance officer 

19 under an anti-money laundering program established 

20 pursuant to section 5318(h) of title 31, United States 

21 Code, shall be deemed to have received the training 

22 described under this subsection. 

23 SEC. 493. RELATIONSHIP TO STATE LAW. 

24 Nothing in this Act shall be construed to preempt or 

25 limit any provision of State law, except only to the extent 


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1 that section 1091 provides a greater level of protection 

2 against liability to an individual described in section 

3 491(b)(1) or to a covered financial institution described in 

4 section 491(b)(2) than is provided under State law. 

5 Subtitle S—National Securities 

6 Exchange Regulatory Parity 

7 SEC. 496. APPLICATION OF EXEMPTION. 

8 Section 18(b)(1) of the Securities Act of 1933 (15 

9 U.S.C. 77r(b)(1)), as amended by section 456(b), is further 

10 amended— 

11 (1) by striking subparagraph (A); 

12 (2) in subparagraph (B), by striking ‘‘that the 

13 Commission determines by rule (on its own initiative 

14 or on the basis of a petition) are substantially similar 

15 to the listing standards applicable to securities de16 scribed in subparagraph (A)’’ and inserting ‘‘that 

17 have been approved by the Commission’’; 

18 (3) in subparagraph (C), by striking ‘‘or (B)’’; 

19 and 

20 (4) by redesignating subparagraphs (B), (C), 

21 and (D) as subparagraphs (A), (B), and (C), respec22 tively. 


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1 Subtitle T—Private Company 

2 Flexibility and Growth 

3 SEC. 497. SHAREHOLDER THRESHOLD FOR REGISTRATION. 

4 The Securities Exchange Act of 1934 (15 U.S.C. 78a 

5 et seq.) is amended— 

6 (1) in section 12(g)— 

7 (A) in paragraph (1)— 

8 (i) by striking ‘‘shall—’’ and all that 

9 follows through ‘‘register such security’’ and 

10 inserting ‘‘shall, not later than 120 days 

11 after the last day of its first fiscal year 

12 ended after the effective date of this sub13 section on which the issuer has total assets 

14 exceeding $10,000,000 (or such greater 

15 amount of assets as the Commission may es16 tablish by rule) and a class of equity secu17 rity (other than an exempted security) held 

18 of record by 2,000 or more persons (or such 

19 greater number of persons as the Commis20 sion may establish by rule), register such se21 curity’’; and 

22 (ii) by adding at the end the following: 

23 ‘‘The dollar figure in this paragraph shall 

24 be indexed for inflation every 5 years by the 

25 Commission to reflect the change in the 


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1 Consumer Price Index for All Urban Con2 sumers published by the Bureau of Labor 

3 Statistics, rounded to the nearest 

4 $100,000.’’; and 

5 (B) in paragraph (4), by striking ‘‘300 per6 sons’’ and all that follows through ‘‘1,200 persons 

7 persons’’ and inserting ‘‘1,200 persons’’; and 

8 (2) in section 15(d)(1), by striking ‘‘300 per9 sons’’ and all that follows through ‘‘1,200 persons per10 sons’’ and inserting ‘‘1,200 persons’’. 

11 Subtitle U—Small Company 

12 Capital Formation Enhancements 

13 SEC. 498. JOBS ACT-RELATED EXEMPTION. 

14 Section 3(b) of the Securities Act of 1933 (15 U.S.C. 

15 77c(b)) is amended— 

16 (1) in paragraph (2)(A), by striking 

17 ‘‘$50,000,000’’ and inserting ‘‘$75,000,000, adjusted 

18 for inflation by the Commission every 2 years to the 

19 nearest $10,000 to reflect the change in the Consumer 

20 Price Index for All Urban Consumers published by 

21 the Bureau of Labor Statistics’’; and 

22 (2) in paragraph (5)— 

23 (A) by striking ‘‘such amount as’’ and in24 serting: ‘‘such amount, in addition to the adjustVerDate Sep 11 2014 20:38 May 25, 2017 Jkt 069200 PO 00000 Frm 00272 Fmt 6652 Sfmt 6203 E:\BILLS\H10.RH H10

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1 ment for inflation provided for under such para2 graph (2)(A), as’’; and 

3 (B) by striking ‘‘such amount, it’’ and in4 serting ‘‘such amount, in addition to the adjust5 ment for inflation provided for under such para6 graph (2)(A), it’’. 

7 Subtitle V—Encouraging Public 

8 Offerings 

9 SEC. 499. EXPANDING TESTING THE WATERS AND CON10 FIDENTIAL SUBMISSIONS. 

11 The Securities Act of 1933 (15 U.S.C. 77a et seq.) is 

12 amended— 

13 (1) in section 5(d), by striking ‘‘an emerging 

14 growth company or any person authorized to act on 

15 behalf of an emerging growth company’’ and inserting 

16 ‘‘an issuer or any person authorized to act on behalf 

17 of an issuer’’; and 

18 (2) in section 6(e)— 

19 (A) in the heading, by striking ‘‘EMERGING

20 GROWTH COMPANIES’’ and inserting ‘‘DRAFT

21 REGISTRATION STATEMENTS’’; and 

22 (B) by amending paragraph (1) to read as 

23 follows: 

24 ‘‘(1) IN GENERAL.—Any issuer, prior to its ini25 tial public offering date, may confidentially submit to 


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1 the Commission a draft registration statement, for 

2 confidential nonpublic review by the staff of the Com3 mission prior to public filing, provided that the ini4 tial confidential submission and all amendments 

5 thereto shall be publicly filed with the Commission 

6 not later than 15 days before the date on which the 

7 issuer conducts a road show, as such term is defined 

8 in section 230.433(h)(4) of title 17, Code of Federal 

9 Regulations, or any successor thereto.’’. 

10 TITLE V—REGULATORY RELIEF 

11 FOR MAIN STREET AND COM12 MUNITY FINANCIAL INSTITU13 TIONS 

14 Subtitle A—Preserving Access to 

15 Manufactured Housing 

16 SEC. 501. MORTGAGE ORIGINATOR DEFINITION. 

17 Section 103 of the Truth in Lending Act (15 U.S.C. 

18 1602) is amended— 

19 (1) by redesignating the second subsection (cc) 

20 and subsection (dd) as subsections (dd) and (ee), re21 spectively; and 

22 (2) in paragraph (2)(C) of subsection (dd), as so 

23 redesignated, by striking ‘‘an employee of a retailer of 

24 manufactured homes who is not described in clause 

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1 vise a consumer on loan terms (including rates, fees, 

2 and other costs)’’ and inserting ‘‘a retailer of manu3 factured or modular homes or its employees unless 

4 such retailer or its employees receive compensation or 

5 gain for engaging in activities described in subpara6 graph (A) that is in excess of any compensation or 

7 gain received in a comparable cash transaction’’. 

8 SEC. 502. HIGH-COST MORTGAGE DEFINITION. 

9 Section 103 of the Truth in Lending Act (15 U.S.C. 

10 1602), as amended by section 501, is further amended— 

11 (1) by redesignating subsection (aa) (relating to 

12 disclosure of greater amount or percentage), as so des13 ignated by section 1100A of the Consumer Financial 

14 Protection Act of 2010, as subsection (bb); 

15 (2) by redesignating subsection (bb) (relating to 

16 high cost mortgages), as so designated by section 

17 1100A of the Consumer Financial Protection Act of 

18 2010, as subsection (aa), and moving such subsection 

19 to immediately follow subsection (z); and 

20 (3) in subsection (aa)(1)(A), as so redesig21 nated— 

22 (A) in clause (i)(I), by striking ‘‘(8.5 per23 centage points, if the dwelling is personal prop24 erty and the transaction is for less than 

25 $50,000)’’ and inserting ‘‘(10 percentage points 


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1 if the dwelling is personal property or is a trans2 action that does not include the purchase of real 

3 property on which a dwelling is to be placed, 

4 and the transaction is for less than $75,000 (as 

5 such amount is adjusted by the Consumer Law 

6 Enforcement Agency to reflect the change in the 

7 Consumer Price Index))’’; and 

8 (B) in clause (ii)— 

9 (i) in subclause (I), by striking ‘‘or’’ at 

10 the end; and 

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

12 ‘‘(III) in the case of a transaction 

13 for less than $75,000 (as such amount 

14 is adjusted by the Consumer Law En15 forcement Agency to reflect the change 

16 in the Consumer Price Index) in which 

17 the dwelling is personal property (or is 

18 a consumer credit transaction that 

19 does not include the purchase of real 

20 property on which a dwelling is to be 

21 placed) the greater of 5 percent of the 

22 total transaction amount or $3,000 (as 

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1 flect the change in the Consumer Price 

2 Index); or’’. 

3 Subtitle B—Mortgage Choice 

4 SEC. 506. DEFINITION OF POINTS AND FEES. 

5 (a) AMENDMENT TO SECTION 103 OF TILA.—Para6 graph (4) of section 103(aa) of the Truth in Lending Act, 

7 as redesignated by section 502, is amended— 

8 (1) by striking ‘‘paragraph (1)(B)’’ and insert9 ing ‘‘paragraph (1)(A) and section 129C’’; 

10 (2) in subparagraph (C)— 

11 (A) by inserting ‘‘and insurance’’ after 

12 ‘‘taxes’’; 

13 (B) in clause (ii), by inserting ‘‘, except as 

14 retained by a creditor or its affiliate as a result 

15 of their participation in an affiliated business 

16 arrangement (as defined in section 3(7) of the 

17 Real Estate Settlement Procedures Act of 1974 

18 (12 U.S.C. 2602(7))’’ after ‘‘compensation’’; and 

19 (C) by striking clause (iii) and inserting 

20 the following: 

21 ‘‘(iii) the charge is— 

22 ‘‘(I) a bona fide third-party charge not 

23 retained by the mortgage originator, cred24 itor, or an affiliate of the creditor or mort25 gage originator; or 


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1 ‘‘(II) a charge set forth in section 

2 106(e)(1);’’; and 

3 (3) in subparagraph (D)— 

4 (A) by striking ‘‘accident,’’; and 

5 (B) by striking ‘‘or any payments’’ and in6 serting ‘‘and any payments’’. 

7 (b) AMENDMENT TO SECTION 129C OF TILA.—Section 

8 129C of the Truth in Lending Act (15 U.S.C. 1639c) is 

9 amended— 

10 (1) in subsection (a)(5)(C), by striking ‘‘103’’ 

11 and all that follows through ‘‘or mortgage originator’’ 

12 and inserting ‘‘103(aa)(4)’’; and 

13 (2) in subsection (b)(2)(C)(i), by striking ‘‘103’’ 

14 and all that follows through ‘‘or mortgage origi15 nator)’’ and inserting ‘‘103(aa)(4)’’. 

16 Subtitle C—Financial Institution 

17 Customer Protection 

18 SEC. 511. REQUIREMENTS FOR DEPOSIT ACCOUNT TERMI19 NATION REQUESTS AND ORDERS. 

20 (a) TERMINATION REQUESTS OR ORDERS MUST BE

21 MATERIAL.— 

22 (1) IN GENERAL.—An appropriate Federal bank23 ing agency may not formally or informally request or 

24 order a depository institution to terminate a specific 

25 customer account or group of customer accounts or to 


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1 otherwise restrict or discourage a depository institu2 tion from entering into or maintaining a banking re3 lationship with a specific customer or group of cus4 tomers unless— 

5 (A) the agency has a material reason for 

6 such request or order; and 

7 (B) such reason is not based solely on rep8 utation risk. 

9 (2) TREATMENT OF NATIONAL SECURITY

10 THREATS.—If an appropriate Federal banking agen11 cy believes a specific customer or group of customers 

12 is, or is acting as a conduit for, an entity which— 

13 (A) poses a threat to national security; 

14 (B) is involved in terrorist financing; 

15 (C) is an agency of the government of Iran, 

16 North Korea, Syria, or any country listed from 

17 time to time on the State Sponsors of Terrorism 

18 list; 

19 (D) is located in, or is subject to the juris20 diction of, any country specified in subpara21 graph (C); or 

22 (E) does business with any entity described 

23 in subparagraph (C) or (D), unless the appro24 priate Federal banking agency determines that 

25 the customer or group of customers has used due 


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1 diligence to avoid doing business with any entity 

2 described in subparagraph (C) or (D), 

3 such belief shall satisfy the requirement under para4 graph (1). 

5 (b) NOTICE REQUIREMENT.— 

6 (1) IN GENERAL.—If an appropriate Federal 

7 banking agency formally or informally requests or or8 ders a depository institution to terminate a specific 

9 customer account or a group of customer accounts, the 

10 agency shall— 

11 (A) provide such request or order to the in12 stitution in writing; and 

13 (B) accompany such request or order with 

14 a written justification for why such termination 

15 is needed, including any specific laws or regula16 tions the agency believes are being violated by 

17 the customer or group of customers, if any. 

18 (2) JUSTIFICATION REQUIREMENT.—A justifica19 tion described under paragraph (1)(B) may not be 

20 based solely on the reputation risk to the depository 

21 institution. 

22 (c) CUSTOMER NOTICE.— 

23 (1) NOTICE REQUIRED.—Except as provided 

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1 nate a specific customer account or a group of cus2 tomer accounts, the depository institution shall in3 form the customer or customers of the justification for 

4 the customer’s account termination described under 

5 subsection (b). 

6 (2) NOTICE PROHIBITED IN CASES OF NATIONAL

7 SECURITY.—If an appropriate Federal banking agen8 cy requests or orders a depository institution to ter9 minate a specific customer account or a group of cus10 tomer accounts based on a belief that the customer or 

11 customers pose a threat to national security, or are 

12 otherwise described under subsection (a)(2), neither 

13 the depository institution nor the appropriate Federal 

14 banking agency may inform the customer or cus15 tomers of the justification for the customer’s account 

16 termination. 

17 (d) REPORTING REQUIREMENT.—Each appropriate 

18 Federal banking agency shall issue an annual report to the 

19 Congress stating— 

20 (1) the aggregate number of specific customer ac21 counts that the agency requested or ordered a deposi22 tory institution to terminate during the previous 

23 year; and 

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1 quency on which the agency relied on each such au2 thority. 

3 (e) DEFINITIONS.—For purposes of this section: 

4 (1) APPROPRIATE FEDERAL BANKING AGENCY.— 

5 The term ‘‘appropriate Federal banking agency’’ 

6 means— 

7 (A) the appropriate Federal banking agen8 cy, as defined under section 3 of the Federal De9 posit Insurance Act (12 U.S.C. 1813); and 

10 (B) the National Credit Union Administra11 tion, in the case of an insured credit union. 

12 (2) DEPOSITORY INSTITUTION.—The term ‘‘de13 pository institution’’ means— 

14 (A) a depository institution, as defined 

15 under section 3 of the Federal Deposit Insurance 

16 Act (12 U.S.C. 1813); and 

17 (B) an insured credit union. 

18 SEC. 512. AMENDMENTS TO THE FINANCIAL INSTITUTIONS 

19 REFORM, RECOVERY, AND ENFORCEMENT 

20 ACT OF 1989. 

21 Section 951 of the Financial Institutions Reform, Re22 covery, and Enforcement Act of 1989 (12 U.S.C. 1833a) is 

23 amended— 

24 (1) in subsection (c)(2), by striking ‘‘affecting a 

25 federally insured financial institution’’ and inserting 


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1 ‘‘against a federally insured financial institution or 

2 by a federally insured financial institution against 

3 an unaffiliated third person’’; and 

4 (2) in subsection (g)— 

5 (A) in the heading, by striking ‘‘SUB6 POENAS’’ and inserting ‘‘INVESTIGATIONS’’; and 

7 (B) by amending paragraph (1)(C) to read 

8 as follows: 

9 ‘‘(C) summon witnesses and require the pro10 duction of any books, papers, correspondence, 

11 memoranda, or other records which the Attorney 

12 General deems relevant or material to the in13 quiry, if the Attorney General— 

14 ‘‘(i) requests a court order from a court 

15 of competent jurisdiction for such actions 

16 and offers specific and articulable facts 

17 showing that there are reasonable grounds 

18 to believe that the information or testimony 

19 sought is relevant and material for con20 ducting an investigation under this section; 

21 or 

22 ‘‘(ii) either personally or through dele23 gation no lower than the Deputy Attorney 

24 General, issues and signs a subpoena for 

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1 ported by specific and articulable facts 

2 showing that there are reasonable grounds 

3 to believe that the information or testimony 

4 sought is relevant for conducting an inves5 tigation under this section.’’. 

6 Subtitle D—Portfolio Lending and 

7 Mortgage Access 

8 SEC. 516. SAFE HARBOR FOR CERTAIN LOANS HELD ON 

9 PORTFOLIO. 

10 (a) IN GENERAL.—Section 129C of the Truth in Lend11 ing Act (15 U.S.C. 1639c) is amended by adding at the 

12 end the following: 

13 ‘‘(j) SAFE HARBOR FOR CERTAIN LOANS HELD ON

14 PORTFOLIO.— 

15 ‘‘(1) SAFE HARBOR FOR CREDITORS THAT ARE

16 DEPOSITORY INSTITUTIONS.— 

17 ‘‘(A) IN GENERAL.—A creditor that is a de18 pository institution shall not be subject to suit 

19 for failure to comply with subsection (a), (c)(1), 

20 or (f)(2) of this section or section 129H with re21 spect to a residential mortgage loan, and the 

22 banking regulators shall treat such loan as a 

23 qualified mortgage, if— 


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1 ‘‘(i) the creditor has, since the origina2 tion of the loan, held the loan on the bal3 ance sheet of the creditor; and 

4 ‘‘(ii) all prepayment penalties with re5 spect to the loan comply with the limita6 tions described under subsection (c)(3). 

7 ‘‘(B) EXCEPTION FOR CERTAIN TRANS8 FERS.—In the case of a depository institution 

9 that transfers a loan originated by that institu10 tion to another depository institution by reason 

11 of the bankruptcy or failure of the originating 

12 depository institution or the purchase of the 

13 originating depository institution, the depository 

14 institution transferring such loan shall be 

15 deemed to have complied with the requirement 

16 under subparagraph (A)(i). 

17 ‘‘(2) SAFE HARBOR FOR MORTGAGE ORIGINA18 TORS.—A mortgage originator shall not be subject to 

19 suit for a violation of section 129B(c)(3)(B) for steer20 ing a consumer to a residential mortgage loan if— 

21 ‘‘(A) the creditor of such loan is a deposi22 tory institution and has informed the mortgage 

23 originator that the creditor intends to hold the 

24 loan on the balance sheet of the creditor for the 

25 life of the loan; and 


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1 ‘‘(B) the mortgage originator informs the 

2 consumer that the creditor intends to hold the 

3 loan on the balance sheet of the creditor for the 

4 life of the loan. 

5 ‘‘(3) DEFINITIONS.—For purposes of this sub6 section: 

7 ‘‘(A) BANKING REGULATORS.—The term 

8 ‘banking regulators’ means the Federal banking 

9 agencies, the Consumer Law Enforcement Agen10 cy, and the National Credit Union Administra11 tion. 

12 ‘‘(B) DEPOSITORY INSTITUTION.—The term 

13 ‘depository institution’ has the meaning given 

14 that term under section 19(b)(1) of the Federal 

15 Reserve Act (12 U.S.C. 505(b)(1)). 

16 ‘‘(C) FEDERAL BANKING AGENCIES.—The 

17 term ‘Federal banking agencies’ has the meaning 

18 given that term under section 3 of the Federal 

19 Deposit Insurance Act.’’. 

20 (b) RULE OF CONSTRUCTION.—Nothing in the amend21 ment made by this section may be construed as preventing 

22 a balloon loan from qualifying for the safe harbor provided 

23 under section 129C(j) of the Truth in Lending Act if the 

24 balloon loan otherwise meets all of the requirements under 

25 such subsection (j), regardless of whether the balloon loan 


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1 meets the requirements described under clauses (i) through 

2 (iv) of section 129C(b)(2)(E) of such Act. 

3 Subtitle E—Application of the 

4 Expedited Funds Availability Act 

5 SEC. 521. APPLICATION OF THE EXPEDITED FUNDS AVAIL6 ABILITY ACT. 

7 (a) IN GENERAL.—The Expedited Funds Availability 

8 Act (12 U.S.C. 4001 et seq.) is amended— 

9 (1) in section 602(20) (12 U.S.C. 4001(20)) by 

10 inserting ‘‘, located in the United States,’’ after 

11 ‘‘ATM’’; 

12 (2) in section 602(21) (12 U.S.C. 4001(21)) by 

13 inserting ‘‘American Samoa, the Commonwealth of 

14 the Northern Mariana Islands,’’ after ‘‘Puerto Rico,’’; 

15 (3) in section 602(23) (12 U.S.C. 4001(23)) by 

16 inserting ‘‘American Samoa, the Commonwealth of 

17 the Northern Mariana Islands,’’ after ‘‘Puerto Rico,’’; 

18 and 

19 (4) in section 603(d)(2)(A) (12 U.S.C. 

20 4002(d)(2)(A)), by inserting ‘‘American Samoa, the 

21 Commonwealth of the Northern Mariana Islands,’’ 

22 after ‘‘Puerto Rico,’’. 

23 (b) EFFECTIVE DATE.—This section shall take effect 

24 on January 1, 2017. 


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1 Subtitle F—Small Bank Holding 

2 Company Policy Statement 

3 SEC. 526. CHANGES REQUIRED TO SMALL BANK HOLDING 

4 COMPANY POLICY STATEMENT ON ASSESS5 MENT OF FINANCIAL AND MANAGERIAL FAC6 TORS. 

7 (a) IN GENERAL.—Before the end of the 6-month pe8 riod beginning on the date of the enactment of this Act, 

9 the Board of Governors of the Federal Reserve System shall 

10 revise the Small Bank Holding Company Policy Statement 

11 on Assessment of Financial and Managerial Factors (12 

12 C.F.R. part 225—appendix C) to raise the consolidated 

13 asset threshold under such policy statement from 

14 $1,000,000,000 (as adjusted by Public Law 113–250) to 

15 $10,000,000,000. 

16 (b) CONFORMING AMENDMENT.—Subparagraph (C) of 

17 section 171(b)(5) of the Dodd-Frank Wall Street Reform 

18 and Consumer Protection Act (12 U.S.C. 5371(b)(5)) is 

19 amended to read as follows: 

20 ‘‘(C) any bank holding company or savings 

21 and loan holding company that is subject to the 

22 application of the Small Bank Holding Com23 pany Policy Statement on Assessment of Finan24 cial and Managerial Factors of the Board of 

25 Governors (12 C.F.R. part 225—appendix C).’’. 


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1 Subtitle G—Community Institution 

2 Mortgage Relief 

3 SEC. 531. COMMUNITY FINANCIAL INSTITUTION MORTGAGE 

4 RELIEF. 

5 (a) EXEMPTION FROM ESCROW REQUIREMENTS FOR

6 LOANS HELD BY SMALLER CREDITORS.—Section 129D of 

7 the Truth in Lending Act (15 U.S.C. 1639d) is amended— 

8 (1) by adding at the end the following: 

9 ‘‘(k) SAFE HARBOR FOR LOANS HELD BY SMALLER

10 CREDITORS.— 

11 ‘‘(1) IN GENERAL.—A creditor shall not be in 

12 violation of subsection (a) with respect to a loan if— 

13 ‘‘(A) the creditor has consolidated assets of 

14 $10,000,000,000 or less; and 

15 ‘‘(B) the creditor holds the loan on the bal16 ance sheet of the creditor for the 3-year period 

17 beginning on the date of the origination of the 

18 loan. 

19 ‘‘(2) EXCEPTION FOR CERTAIN TRANSFERS.—In 

20 the case of a creditor that transfers a loan to another 

21 person by reason of the bankruptcy or failure of the 

22 creditor, the purchase of the creditor, or a supervisory 

23 act or recommendation from a State or Federal regu24 lator, the creditor shall be deemed to have complied 

25 with the requirement under paragraph (1)(B).’’; and 


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1 (2) by striking the term ‘‘Board’’ each place such 

2 term appears and inserting ‘‘Consumer Law Enforce3 ment Agency’’. 

4 (b) MODIFICATION TO EXEMPTION FOR SMALL

5 SERVICERS OF MORTGAGE LOANS.—Section 6 of the Real 

6 Estate Settlement Procedures Act of 1974 (12 U.S.C. 2605) 

7 is amended by adding at the end the following: 

8 ‘‘(n) SMALL SERVICER EXEMPTION.—The Consumer 

9 Law Enforcement Agency shall, by regulation, provide ex10 emptions to, or adjustments for, the provisions of this sec11 tion for a servicer that annually services 20,000 or fewer 

12 mortgage loans, in order to reduce regulatory burdens while 

13 appropriately balancing consumer protections.’’. 

14 Subtitle H—Financial Institutions 

15 Examination Fairness and Reform 

16 SEC. 536. TIMELINESS OF EXAMINATION REPORTS. 

17 (a) IN GENERAL.—The Federal Financial Institutions 

18 Examination Council Act of 1978 (12 U.S.C. 3301 et seq.) 

19 is amended by adding at the end the following: 

20 ‘‘SEC. 1012. TIMELINESS OF EXAMINATION REPORTS. 

21 ‘‘(a) IN GENERAL.— 

22 ‘‘(1) FINAL EXAMINATION REPORT.—A Federal 

23 financial institutions regulatory agency shall provide 

24 a final examination report to a financial institution 

25 not later than 60 days after the later of— 


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1 ‘‘(A) the exit interview for an examination 

2 of the institution; or 

3 ‘‘(B) the provision of additional informa4 tion by the institution relating to the examina5 tion. 

6 ‘‘(2) EXIT INTERVIEW.—If a financial institu7 tion is not subject to a resident examiner program, 

8 the exit interview shall occur not later than the end 

9 of the 9-month period beginning on the commence10 ment of the examination, except that such period may 

11 be extended by the Federal financial institutions regu12 latory agency by providing written notice to the insti13 tution and the Independent Examination Review Di14 rector describing with particularity the reasons that 

15 a longer period is needed to complete the examina16 tion. 

17 ‘‘(b) EXAMINATION MATERIALS.—Upon the request of 

18 a financial institution, the Federal financial institutions 

19 regulatory agency shall include with the final report an ap20 pendix listing all examination or other factual information 

21 relied upon by the agency in support of a material super22 visory determination. 

23 ‘‘SEC. 1013. EXAMINATION STANDARDS. 

24 ‘‘(a) IN GENERAL.—In the examination of a financial 

25 institution— 


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1 ‘‘(1) a commercial loan shall not be placed in 

2 non-accrual status solely because the collateral for 

3 such loan has deteriorated in value; 

4 ‘‘(2) a modified or restructured commercial loan 

5 shall be removed from non-accrual status if the bor6 rower demonstrates the ability to perform on such 

7 loan over a maximum period of 6 months, except that 

8 with respect to loans on a quarterly, semiannual, or 

9 longer repayment schedule such period shall be a 

10 maximum of 3 consecutive repayment periods; 

11 ‘‘(3) a new appraisal on a performing commer12 cial loan shall not be required unless an advance of 

13 new funds is involved; and 

14 ‘‘(4) in classifying a commercial loan in which 

15 there has been deterioration in collateral value, the 

16 amount to be classified shall be the portion of the defi17 ciency relating to the decline in collateral value and 

18 repayment capacity of the borrower. 

19 ‘‘(b) WELL CAPITALIZED INSTITUTIONS.—The Federal 

20 financial institutions regulatory agencies may not require 

21 a financial institution that is well capitalized to raise addi22 tional capital in lieu of an action prohibited under sub23 section (a). 

24 ‘‘(c) CONSISTENT LOAN CLASSIFICATIONS.—The Fed25 eral financial institutions regulatory agencies shall develop 


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1 and apply identical definitions and reporting requirements 

2 for non-accrual loans. 

3 ‘‘SEC. 1014. OFFICE OF INDEPENDENT EXAMINATION RE4 VIEW. 

5 ‘‘(a) ESTABLISHMENT.—There is established in the 

6 Council an Office of Independent Examination Review (the 

7 ‘Office’). 

8 ‘‘(b) HEAD OF OFFICE.—There is established the posi9 tion of the Independent Examination Review Director (the 

10 ‘Director’), as the head of the Office. The Director shall be 

11 appointed by the Council and shall be independent from 

12 any member agency of the Council. 

13 ‘‘(c) STAFFING.—The Director is authorized to hire 

14 staff to support the activities of the Office. 

15 ‘‘(d) DUTIES.—The Director shall— 

16 ‘‘(1) receive and, at the Director’s discretion, in17 vestigate complaints from financial institutions, their 

18 representatives, or another entity acting on behalf of 

19 such institutions, concerning examinations, examina20 tion practices, or examination reports; 

21 ‘‘(2) hold meetings, at least once every three 

22 months and in locations designed to encourage par23 ticipation from all sections of the United States, with 

24 financial institutions, their representatives, or an25 other entity acting on behalf of such institutions, to 


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1 discuss examination procedures, examination prac2 tices, or examination policies; 

3 ‘‘(3) review examination procedures of the Fed4 eral financial institutions regulatory agencies to en5 sure that the written examination policies of those 

6 agencies are being followed in practice and adhere to 

7 the standards for consistency established by the Coun8 cil; 

9 ‘‘(4) conduct a continuing and regular review of 

10 examination quality assurance for all examination 

11 types conducted by the Federal financial institutions 

12 regulatory agencies; 

13 ‘‘(5) adjudicate any supervisory appeal initiated 

14 under section 1015; and 

15 ‘‘(6) report annually to the Committee on Finan16 cial Services of the House of Representatives, the 

17 Committee on Banking, Housing, and Urban Affairs 

18 of the Senate, and the Council, on the reviews carried 

19 out pursuant to paragraphs (3) and (4), including 

20 compliance with the requirements set forth in section 

21 1012 regarding timeliness of examination reports, 

22 and the Council’s recommendations for improvements 

23 in examination procedures, practices, and policies. 


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1 ‘‘(e) CONFIDENTIALITY.—The Director shall keep con2 fidential all meetings with, discussions with, and informa3 tion provided by financial institutions. 

4 ‘‘SEC. 1015. RIGHT TO INDEPENDENT REVIEW OF MATERIAL 

5 SUPERVISORY DETERMINATIONS. 

6 ‘‘(a) IN GENERAL.—A financial institution shall have 

7 the right to obtain an independent review of a material su8 pervisory determination contained in a final report of ex9 amination. 

10 ‘‘(b) NOTICE.— 

11 ‘‘(1) TIMING.—A financial institution seeking re12 view of a material supervisory determination under 

13 this section shall file a written notice with the Inde14 pendent Examination Review Director (the ‘Director’) 

15 within 60 days after receiving the final report of ex16 amination that is the subject of such review. 

17 ‘‘(2) IDENTIFICATION OF DETERMINATION.—The 

18 written notice shall identify the material supervisory 

19 determination that is the subject of the independent 

20 examination review, and a statement of the reasons 

21 why the institution believes that the determination is 

22 incorrect or should otherwise be modified. 

23 ‘‘(3) INFORMATION TO BE PROVIDED TO INSTITU24 TION.—Any information relied upon by the agency in 

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1 nancial institution may be requested by the financial 

2 institution and shall be delivered promptly by the 

3 agency to the financial institution. 

4 ‘‘(c) RIGHT TO HEARING.— 

5 ‘‘(1) IN GENERAL.—The Director shall determine 

6 the merits of the appeal on the record or, at the finan7 cial institution’s election, shall refer the appeal to an 

8 Administrative Law Judge to conduct a confidential 

9 hearing pursuant to the procedures set forth under 

10 sections 556 and 557 of title 5, United States Code, 

11 which hearing shall take place not later than 60 days 

12 after the petition for review was received by the Di13 rector, and to issue a proposed decision to the Direc14 tor based upon the record established at such hearing. 

15 ‘‘(2) STANDARD OF REVIEW.—In rendering a de16 termination or recommendation under this subsection, 

17 neither the Administrative Law Judge nor the Direc18 tor shall defer to the opinions of the examiner or 

19 agency, but shall conduct a de novo review to inde20 pendently determine the appropriateness of the agen21 cy’s decision based upon the relevant statutes, regula22 tions, and other appropriate guidance, as well as evi23 dence adduced at any hearing. 

24 ‘‘(d) FINAL DECISION.—A decision by the Director on 

25 an independent review under this section shall— 


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1 ‘‘(1) be made not later than 60 days after the 

2 record has been closed; and 

3 ‘‘(2) be deemed final agency action and shall 

4 bind the agency whose supervisory determination was 

5 the subject of the review and the financial institution 

6 requesting the review. 

7 ‘‘(e) RIGHT TO JUDICIAL REVIEW.—A financial insti8 tution shall have the right to petition for review of final 

9 agency action under this section by filing a Petition for 

10 Review within 60 days of the Director’s decision in the 

11 United States Court of Appeals for the District of Columbia 

12 Circuit or the Circuit in which the financial institution 

13 is located. 

14 ‘‘(f) REPORT.—The Director shall report annually to 

15 the Committee on Financial Services of the House of Rep16 resentatives and the Committee on Banking, Housing, and 

17 Urban Affairs of the Senate on actions taken under this 

18 section, including the types of issues that the Director has 

19 reviewed and the results of those reviews. In no case shall 

20 such a report contain information about individual finan21 cial institutions or any confidential or privileged informa22 tion shared by financial institutions. 

23 ‘‘(g) RETALIATION PROHIBITED.—A Federal financial 

24 institutions regulatory agency may not— 


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1 ‘‘(1) retaliate against a financial institution, in2 cluding service providers, or any institution-affiliated 

3 party (as defined under section 3 of the Federal De4 posit Insurance Act), for exercising appellate rights 

5 under this section; or 

6 ‘‘(2) delay or deny any agency action that would 

7 benefit a financial institution or any institution-af8 filiated party on the basis that an appeal under this 

9 section is pending under this section. 

10 ‘‘(h) RULE OF CONSTRUCTION.—Nothing in this sec11 tion may be construed— 

12 ‘‘(1) to affect the right of a Federal financial in13 stitutions regulatory agency to take enforcement or 

14 other supervisory actions related to a material super15 visory determination under review under this section; 

16 or 

17 ‘‘(2) to prohibit the review under this section of 

18 a material supervisory determination with respect to 

19 which there is an ongoing enforcement or other super20 visory action.’’. 

21 (b) ADDITIONAL AMENDMENTS.— 

22 (1) RIEGLE COMMUNITY DEVELOPMENT AND

23 REGULATORY IMPROVEMENT ACT OF 1994.—Section 

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1 latory Improvement Act of 1994 (12 U.S.C. 4806) is 

2 amended— 

3 (A) in subsection (a), by inserting after 

4 ‘‘appropriate Federal banking agency’’ the fol5 lowing: ‘‘, the Consumer Law Enforcement Agen6 cy,’’; 

7 (B) in subsection (b)— 

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

9 appellant from retaliation by agency exam10 iners’’ and inserting ‘‘the insured depository 

11 institution or insured credit union from re12 taliation by the agencies referred to in sub13 section (a)’’; and 

14 (ii) by adding at the end the following 

15 flush-left text: 

16 ‘‘For purposes of this subsection and subsection (e), retalia17 tion includes delaying consideration of, or withholding ap18 proval of, any request, notice, or application that otherwise 

19 would have been approved, but for the exercise of the institu20 tion’s or credit union’s rights under this section.’’; 

21 (C) in subsection (e)(2)— 

22 (i) in subparagraph (B), by striking 

23 ‘‘and’’ at the end; 

24 (ii) in subparagraph (C), by striking 

25 the period and inserting ‘‘; and’’; and 


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1 (iii) by adding at the end the fol2 lowing: 

3 ‘‘(D) ensure that appropriate safeguards 

4 exist for protecting the insured depository insti5 tution or insured credit union from retaliation 

6 by any agency referred to in subsection (a) for 

7 exercising its rights under this subsection.’’; and 

8 (D) in subsection (f)(1)(A)— 

9 (i) in clause (ii), by striking ‘‘and’’ at 

10 the end; 

11 (ii) in clause (iii), by striking ‘‘and’’ 

12 at the end; and 

13 (iii) by adding at the end the fol14 lowing: 

15 ‘‘(iv) any issue specifically listed in an 

16 exam report as a matter requiring attention 

17 by the institution’s management or board of 

18 directors; and 

19 ‘‘(v) any suspension or removal of an 

20 institution’s status as eligible for expedited 

21 processing of applications, requests, notices, 

22 or filings on the grounds of a supervisory or 

23 compliance concern, regardless of whether 

24 that concern has been cited as a basis for 

25 another material supervisory determination 


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1 or matter requiring attention in an exam2 ination report, provided that the conduct at 

3 issue did not involve violation of any crimi4 nal law; and’’. 

5 (2) FEDERAL CREDIT UNION ACT.—Section 

6 205(j) of the Federal Credit Union Act (12 U.S.C. 

7 1785(j)) is amended by inserting ‘‘the Consumer Law 

8 Enforcement Agency,’’ before ‘‘the Administration’’ 

9 each place such term appears. 

10 (3) FEDERAL FINANCIAL INSTITUTIONS EXAMINA11 TION COUNCIL ACT OF 1978.—The Federal Financial 

12 Institutions Examination Council Act of 1978 (12 

13 U.S.C. 3301 et seq.) is amended— 

14 (A) in section 1003, by amending para15 graph (1) to read as follows: 

16 ‘‘(1) the term ‘Federal financial institutions reg17 ulatory agencies’— 

18 ‘‘(A) means the Office of the Comptroller of 

19 the Currency, the Board of Governors of the Fed20 eral Reserve System, the Federal Deposit Insur21 ance Corporation, and the National Credit 

22 Union Administration; and 

23 ‘‘(B) for purposes of sections 1012, 1013, 

24 1014, and 1015, includes the Consumer Law En25 forcement Agency;’’; and 


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1 (B) in section 1005, by striking ‘‘One-fifth’’ 

2 and inserting ‘‘One-fourth’’. 

3 Subtitle I—National Credit Union 

4 Administration Budget Trans5 parency 

6 SEC. 541. BUDGET TRANSPARENCY FOR THE NCUA. 

7 Section 209(b) of the Federal Credit Union Act (12 

8 U.S.C. 1789) is amended— 

9 (1) by redesignating paragraphs (1) and (2) as 

10 paragraphs (2) and (3), respectively; 

11 (2) by inserting before paragraph (2), as so re12 designated, the following: 

13 ‘‘(1) on an annual basis and prior to the sub14 mission of the detailed business-type budget required 

15 under paragraph (2)— 

16 ‘‘(A) make publicly available and cause to 

17 be printed in the Federal Register a draft of such 

18 detailed business-type budget; and 

19 ‘‘(B) hold a public hearing, with public no20 tice provided of such hearing, wherein the public 

21 can submit comments on the draft of such de22 tailed business-type budget;’’; and 

23 (3) in paragraph (2), as so redesignated— 

24 (A) by inserting ‘‘detailed’’ after ‘‘submit 

25 a’’; and 


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1 (B) by inserting ‘‘, and where such budget 

2 shall address any comments submitted by the 

3 public pursuant to paragraph (1)(B)’’ after 

4 ‘‘Control Act’’. 

5 Subtitle J—Taking Account of Insti6 tutions With Low Operation Risk 

7 SEC. 546. REGULATIONS APPROPRIATE TO BUSINESS MOD8 ELS. 

9 (a) IN GENERAL.—For any regulatory action occur10 ring after the date of the enactment of this Act, each Federal 

11 financial institutions regulatory agency shall— 

12 (1) take into consideration the risk profile and 

13 business models of each type of institution or class of 

14 institutions subject to the regulatory action; 

15 (2) determine the necessity, appropriateness, and 

16 impact of applying such regulatory action to such in17 stitutions or classes of institutions; and 

18 (3) tailor such regulatory action in a manner 

19 that limits the regulatory compliance impact, cost, li20 ability risk, and other burdens, as appropriate, for 

21 the risk profile and business model of the institution 

22 or class of institutions involved. 

23 (b) OTHER CONSIDERATIONS.—In carrying out the re24 quirements of subsection (a), each Federal financial institu25 tions 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 applica4 ble institution or class of institutions to serve evolving 

5 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 RULEMAKING.— 

15 Each Federal financial institutions regulatory agency shall 

16 disclose in every notice of proposed rulemaking and in any 

17 final rulemaking for a regulatory action how the agency 

18 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 insti24 tutions regulatory agency shall report to the 

25 Committee on Financial Services of the House of 


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1 Representatives and the Committee on Banking, 

2 Housing, and Urban Affairs of the Senate on the 

3 specific actions taken to tailor the regulatory ac4 tions of the agency pursuant to the requirements 

5 of this Act. 

6 (B) APPEARANCE BEFORE THE COMMIT7 TEES.—The head of each Federal financial insti8 tution regulatory agency shall appear before the 

9 Committee on Financial Services of the House of 

10 Representatives and the Committee on Banking, 

11 Housing, and Urban Affairs of the Senate after 

12 each report is made pursuant to subparagraph 

13 (A) to testify on the contents of such report. 

14 (2) FIEC REPORTS.— 

15 (A) IN GENERAL.—Not later than 3 months 

16 after each report is submitted under paragraph 

17 (1), the Financial Institutions Examination 

18 Council shall report to the Committee on Finan19 cial Services of the House of Representatives and 

20 the Committee on Banking, Housing, and Urban 

21 Affairs of the Senate on— 

22 (i) the extent to which regulatory ac23 tions tailored pursuant to this Act result in 

24 different treatment of similarly situated in25 stitutions of diverse charter types; and 


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1 (ii) the reasons for such differential 

2 treatment. 

3 (B) APPEARANCE BEFORE THE COMMIT4 TEES.—The Chairman of the Financial Institu5 tions Examination Council shall appear before 

6 the Committee on Financial Services of the 

7 House of Representatives and the Committee on 

8 Banking, Housing, and Urban Affairs of the 

9 Senate after each report is made pursuant to 

10 subparagraph (A) to testify on the contents of 

11 such report. 

12 (e) LIMITED LOOK-BACK APPLICATION.— 

13 (1) IN GENERAL.—Each Federal financial insti14 tutions regulatory agency shall conduct a review of 

15 all regulations adopted during the period beginning 

16 on the date that is seven years before the date of the 

17 introduction of this Act in the House of Representa18 tives and ending on the date of the enactment of this 

19 Act, and apply the requirements of this Act to such 

20 regulations. 

21 (2) REVISION.—If the application of the require22 ments of this Act to any such regulation requires such 

23 regulation to be revised, the applicable Federal finan24 cial institutions regulatory agency shall revise such 


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1 regulation within 3 years of the enactment of this 

2 Act. 

3 (f) DEFINITIONS.—In this Act, the following defini4 tions shall apply: 

5 (1) FEDERAL FINANCIAL INSTITUTIONS REGU6 LATORY AGENCIES.—The term ‘‘Federal financial in7 stitutions regulatory agencies’’ means the Office of the 

8 Comptroller of the Currency, the Board of Governors 

9 of the Federal Reserve System, the Federal Deposit 

10 Insurance Corporation, the National Credit Union 

11 Administration, and the Consumer Law Enforcement 

12 Agency. 

13 (2) REGULATORY ACTION.—The term ‘‘regulatory 

14 action’’ means any proposed, interim, or final rule or 

15 regulation, guidance, or published interpretation. 

16 Subtitle K—Federal Savings 

17 Association Charter Flexibility 

18 SEC. 551. OPTION FOR FEDERAL SAVINGS ASSOCIATIONS 

19 TO OPERATE AS A COVERED SAVINGS ASSO20 CIATION. 

21 The Home Owners’ Loan Act is amended by inserting 

22 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 associa9 tion may elect to operate as a covered savings associa10 tion by submitting a notice to the Comptroller of such 

11 election. 

12 ‘‘(2) APPROVAL.—A Federal savings association 

13 shall be deemed to be approved to operate as a covered 

14 savings association on the date that is 60 days after 

15 the date on which the Comptroller receives the notice 

16 under paragraph (1), unless the Comptroller notifies 

17 the Federal savings association otherwise. 

18 ‘‘(c) RIGHTS AND DUTIES.—Notwithstanding any 

19 other provision of law and except as otherwise provided in 

20 this section, a covered savings association shall— 

21 ‘‘(1) have the same rights and privileges as a na22 tional bank that has its main office situated in the 

23 same location as the home office of the covered savings 

24 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 associa8 tion, including incorporation, bylaws, boards of direc9 tors, shareholders, and distribution of dividends; 

10 ‘‘(2) of consolidation, merger, dissolution, conver11 sion (including conversion to a stock bank or to an12 other charter), conservatorship, and receivership; and 

13 ‘‘(3) determined by regulation of the Comptroller. 

14 ‘‘(e) EXISTING BRANCHES.—A covered savings associa15 tion may continue to operate any branch or agency the cov16 ered savings association operated on the date on which an 

17 election under subsection (b) is approved. 

18 ‘‘(f) RULEMAKING.—The Comptroller shall issue rules 

19 to carry out this section— 

20 ‘‘(1) that establish streamlined standards and 

21 procedures that clearly identify required documenta22 tion or timelines for an election under subsection (b); 

23 ‘‘(2) that require a Federal savings association 

24 that makes an election under subsection (b) to iden25 tify specific assets and subsidiaries— 


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1 ‘‘(A) that do not conform to the require2 ments for assets and subsidiaries of a national 

3 bank; and 

4 ‘‘(B) that are held by the Federal savings 

5 association on the date on which the Federal sav6 ings association submits a notice of such election; 

7 ‘‘(3) that establish— 

8 ‘‘(A) a transition process for bringing such 

9 assets and subsidiaries into conformance with 

10 the requirements for a national bank; and 

11 ‘‘(B) procedures for allowing the Federal 

12 savings association to provide a justification for 

13 grandfathering such assets and subsidiaries after 

14 electing to operate as a covered savings associa15 tion; 

16 ‘‘(4) that establish standards and procedures to 

17 allow a covered savings association to terminate an 

18 election under subsection (b) after an appropriate pe19 riod of time or to make a subsequent election; 

20 ‘‘(5) that clarify requirements for the treatment 

21 of covered savings associations, including the provi22 sions of law that apply to covered savings associa23 tions; and 

24 ‘‘(6) as the Comptroller deems necessary and in 

25 the interests of safety and soundness.’’. 


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1 Subtitle L—SAFE Transitional 

2 Licensing 

3 SEC. 556. ELIMINATING BARRIERS TO JOBS FOR LOAN 

4 ORIGINATORS. 

5 (a) IN GENERAL.—The S.A.F.E. Mortgage Licensing 

6 Act of 2008 (12 U.S.C. 5101 et seq.) is amended by adding 

7 at the end the following: 

8 ‘‘SEC. 1518. EMPLOYMENT TRANSITION OF LOAN ORIGINA9 TORS. 

10 ‘‘(a) TEMPORARY AUTHORITY TO ORIGINATE LOANS

11 FOR LOAN ORIGINATORS MOVING FROM A DEPOSITORY IN12 STITUTION TO A NON-DEPOSITORY INSTITUTION.— 

13 ‘‘(1) IN GENERAL.—Upon employment by a 

14 State-licensed mortgage company, an individual who 

15 is a registered loan originator shall be deemed to have 

16 temporary authority to act as a loan originator in an 

17 application State for the period described in para18 graph (2) if the individual— 

19 ‘‘(A) has not had an application for a loan 

20 originator license denied, or had such a license 

21 revoked or suspended in any governmental juris22 diction; 

23 ‘‘(B) has not been subject to or served with 

24 a cease and desist order in any governmental ju25 risdiction or as described in section 1514(c); 


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1 ‘‘(C) has not been convicted of a felony that 

2 would preclude licensure under the law of the ap3 plication State; 

4 ‘‘(D) has submitted an application to be a 

5 State-licensed loan originator in the application 

6 State; and 

7 ‘‘(E) was registered in the Nationwide 

8 Mortgage Licensing System and Registry as a 

9 loan originator during the 12-month period pre10 ceding the date of submission of the information 

11 required under section 1505(a). 

12 ‘‘(2) PERIOD.—The period described in para13 graph (1) shall begin on the date that the individual 

14 submits the information required under section 

15 1505(a) and shall end on the earliest of— 

16 ‘‘(A) the date that the individual withdraws 

17 the application to be a State-licensed loan origi18 nator in the application State; 

19 ‘‘(B) the date that the application State de20 nies, or issues a notice of intent to deny, the ap21 plication; 

22 ‘‘(C) the date that the application State 

23 grants a State license; or 

24 ‘‘(D) the date that is 120 days after the date 

25 on which the individual submits the application, 


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1 if the application is listed on the Nationwide 

2 Mortgage Licensing System and Registry as in3 complete. 

4 ‘‘(b) TEMPORARY AUTHORITY TO ORIGINATE LOANS

5 FOR STATE-LICENSED LOAN ORIGINATORS MOVING INTER6 STATE.— 

7 ‘‘(1) IN GENERAL.—A State-licensed loan origi8 nator shall be deemed to have temporary authority to 

9 act as a loan originator in an application State for 

10 the period described in paragraph (2) if the State-li11 censed loan originator— 

12 ‘‘(A) meets the requirements of subpara13 graphs (A), (B), (C), and (D) of subsection 

14 (a)(1); 

15 ‘‘(B) is employed by a State-licensed mort16 gage company in the application State; and 

17 ‘‘(C) was licensed in a State that is not the 

18 application State during the 30-day period pre19 ceding the date of submission of the information 

20 required under section 1505(a) in connection 

21 with the application submitted to the application 

22 State. 

23 ‘‘(2) PERIOD.—The period described in para24 graph (1) shall begin on the date that the State-li25 censed loan originator submits the information reVerDate Sep 11 2014 20:38 May 25, 2017 Jkt 069200 PO 00000 Frm 00313 Fmt 6652 Sfmt 6203 E:\BILLS\H10.RH H10

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1 quired under section 1505(a) in connection with the 

2 application submitted to the application State and 

3 end on the earliest of— 

4 ‘‘(A) the date that the State-licensed loan 

5 originator withdraws the application to be a 

6 State-licensed loan originator in the application 

7 State; 

8 ‘‘(B) the date that the application State de9 nies, or issues a notice of intent to deny, the ap10 plication; 

11 ‘‘(C) the date that the application State 

12 grants a State license; or 

13 ‘‘(D) the date that is 120 days after the date 

14 on which the State-licensed loan originator sub15 mits the application, if the application is listed 

16 on the Nationwide Mortgage Licensing System 

17 and Registry as incomplete. 

18 ‘‘(c) APPLICABILITY.— 

19 ‘‘(1) Any person employing an individual who is 

20 deemed to have temporary authority to act as a loan 

21 originator in an application State pursuant to this 

22 section shall be subject to the requirements of this title 

23 and to applicable State law to the same extent as if 

24 such individual was a State-licensed loan originator 

25 licensed by the application State. 


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1 ‘‘(2) Any individual who is deemed to have tem2 porary authority to act as a loan originator in an 

3 application State pursuant to this section and who 

4 engages in residential mortgage loan origination ac5 tivities shall be subject to the requirements of this title 

6 and to applicable State law to the same extent as if 

7 such individual was a State-licensed loan originator 

8 licensed by the application State. 

9 ‘‘(d) DEFINITIONS.—In this section, the following defi10 nitions shall apply: 

11 ‘‘(1) STATE-LICENSED MORTGAGE COMPANY.— 

12 The term ‘State-licensed mortgage company’ means 

13 an entity licensed or registered under the law of any 

14 State to engage in residential mortgage loan origina15 tion and processing activities. 

16 ‘‘(2) APPLICATION STATE.—The term ‘applica17 tion State’ means a State in which a registered loan 

18 originator or a State-licensed loan originator seeks to 

19 be licensed.’’. 

20 (b) TABLE OF CONTENTS AMENDMENT.—The table of 

21 contents in section 1(b) of the Housing and Economic Re22 covery Act of 2008 (42 U.S.C. 4501 note) is amended by 

23 inserting after the item relating to section 1517 the fol24 lowing: 

‘‘Sec. 1518. Employment transition of loan originators.’’. 


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1 (c) AMENDMENT TO CIVIL LIABILITY OF THE CON2 SUMER LAW ENFORCEMENT AGENCY AND OTHER OFFI3 CIALS.—Section 1513 of the S.A.F.E. Mortgage Licensing 

4 Act of 2008 (12 U.S.C. 5112) is amended by striking ‘‘are 

5 loan originators or are applying for licensing or registra6 tion as loan originators’’ and inserting ‘‘are applying for 

7 licensing or registration using the Nationwide Mortgage Li8 censing System and Registry’’. 

9 Subtitle M—Right to Lend 

10 SEC. 561. SMALL BUSINESS LOAN DATA COLLECTION RE11 QUIREMENT. 

12 (a) REPEAL.—Section 704B of the Equal Credit Op13 portunity Act (15 U.S.C. 1691c–2) is repealed. 

14 (b) CONFORMING AMENDMENTS.—Section 701(b) of the 

15 Equal Credit Opportunity Act (15 U.S.C. 1691(b)) is 

16 amended— 

17 (1) in paragraph (3), by inserting ‘‘or’’ at the 

18 end; 

19 (2) in paragraph (4), by striking ‘‘; or’’ and in20 serting a period; and 

21 (3) by striking paragraph (5). 

22 (c) CLERICAL AMENDMENT.—The table of sections for 

23 title VII of the Consumer Credit Protection Act is amended 

24 by striking the item relating to section 704B. 


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1 Subtitle N—Community Bank 

2 Reporting Relief 

3 SEC. 566. SHORT FORM CALL REPORT. 

4 (a) IN GENERAL.—Section 7(a) of the Federal Deposit 

5 Insurance Act (12 U.S.C. 1817(a)) is amended by adding 

6 at the end the following: 

7 ‘‘(12) SHORT FORM REPORTING.— 

8 ‘‘(A) IN GENERAL.—The appropriate Fed9 eral banking agencies shall issue regulations al10 lowing for a reduced reporting requirement for 

11 covered depository institutions when making the 

12 first and third report of condition for a year, as 

13 required pursuant to paragraph (3). 

14 ‘‘(B) COVERED DEPOSITORY INSTITUTION

15 DEFINED.—For purposes of this paragraph, the 

16 term ‘covered depository institution’ means an 

17 insured depository institution that— 

18 ‘‘(i) is well capitalized (as defined 

19 under section 38(b)); and 

20 ‘‘(ii) satisfies such other criteria as the 

21 appropriate Federal banking agencies deter22 mine appropriate.’’. 

23 (b) REPORT TO CONGRESS.—Not later than 180 days 

24 after the date of the enactment of this Act, and every 365 

25 days thereafter until the appropriate Federal banking agenVerDate Sep 11 2014 20:38 May 25, 2017 Jkt 069200 PO 00000 Frm 00317 Fmt 6652 Sfmt 6203 E:\BILLS\H10.RH H10

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1 cies (as defined under section 3 of the Federal Deposit In2 surance Act) have issued the regulations required under sec3 tion 7(a)(12)(A) of the Federal Deposit Insurance Act, such 

4 agencies shall submit to the Committee on Financial Serv5 ices of the House of Representatives and the Committee on 

6 Banking, Housing, and Urban Affairs of the Senate a re7 port describing the progress made in issuing such regula8 tions. 

9 Subtitle O—Homeowner 

10 Information Privacy Protection 

11 SEC. 571. STUDY REGARDING PRIVACY OF INFORMATION 

12 COLLECTED UNDER THE HOME MORTGAGE 

13 DISCLOSURE ACT OF 1975. 

14 (a) STUDY.—The Comptroller General of the United 

15 States shall conduct a study to determine whether the data 

16 required to be published, made available, or disclosed under 

17 the final rule, in connection with other publicly available 

18 data sources, including data made publicly available under 

19 Regulation C (12 C.F.R. 1003) before the effective date of 

20 the final rule, could allow for or increase the probability 

21 of— 

22 (1) exposure of the identity of mortgage appli23 cants or mortgagors through reverse engineering; 


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1 (2) exposure of mortgage applicants or mortga2 gors to identity theft or the loss of sensitive personal 

3 financial information; 

4 (3) the marketing or sale of unfair or deceptive 

5 financial products to mortgage applicants or mortga6 gors based on such data; 

7 (4) personal financial loss or emotional distress 

8 resulting from the exposure of mortgage applicants or 

9 mortgagors to identify theft or the loss of sensitive 

10 personal financial information; and 

11 (5) the potential legal liability facing the Con12 sumer Law Enforcement Agency and market partici13 pants in the event the data required to be published, 

14 made available, or disclosed under the final rule leads 

15 or contributes to identity theft or the capture of sen16 sitive personal financial information. 

17 (b) REPORT.—The Comptroller General of the United 

18 States shall submit to the Committee on Financial Services 

19 of the House of Representatives and the Committee on 

20 Banking, Housing, and Urban Affairs of the Senate a re21 port that includes— 

22 (1) the findings and conclusions of the Comp23 troller General with respect to the study required 

24 under subsection (a); and 


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1 (2) any recommendations for legislative or regu2 latory actions that— 

3 (A) would enhance the privacy of a con4 sumer when accessing mortgage credit; and 

5 (B) are consistent with consumer protec6 tions and safe and sound banking operations. 

7 (c) SUSPENSION OF DATA SHARING REQUIRE8 MENTS.—Notwithstanding any other provision of law, in9 cluding the final rule— 

10 (1) depository institutions shall not be required 

11 to publish, disclose, or otherwise make available to the 

12 public, pursuant to the Home Mortgage Disclosure 

13 Act of 1975 (or regulations issued under such Act) 

14 any data that was not required to be published, dis15 closed, or otherwise made available pursuant to such 

16 Act (or regulations issued under such Act) on the day 

17 before the date of the enactment of the Dodd-Frank 

18 Wall Street Reform and Consumer Protection Act; 

19 and 

20 (2) the Consumer Law Enforcement Agency and 

21 the Financial Institutions Examination Council shall 

22 not publish, disclose, or otherwise make available to 

23 the public any such information received from a de24 pository institution pursuant to the final rule. 

25 (d) DEFINITIONS.—For purposes of this section: 


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1 (1) DEPOSITORY INSTITUTION.—The term ‘‘de2 pository institution’’ has the meaning given that term 

3 under section 303 of the Home Mortgage Disclosure 

4 Act of 1975 (12 U.S.C. 2802). 

5 (2) FINAL RULE.—The term ‘‘final rule’’ means 

6 the final rule issued by the Bureau of Consumer Fi7 nancial Protection titled ‘‘Home Mortgage Disclosure 

8 (Regulation C)’’ (October 28, 2015; 80 Fed. Reg. 

9 66128). 

10 Subtitle P—Home Mortgage 

11 Disclosure Adjustment 

12 SEC. 576. DEPOSITORY INSTITUTIONS SUBJECT TO MAINTE13 NANCE OF RECORDS AND DISCLOSURE RE14 QUIREMENTS. 

15 (a) IN GENERAL.—Section 304 of the Home Mortgage 

16 Disclosure Act of 1975 (12 U.S.C. 2803) is amended— 

17 (1) by redesignating subsection (i) as paragraph 

18 (2) and adjusting the margin appropriately; and 

19 (2) by inserting before such paragraph (2) the 

20 following: 

21 ‘‘(i) EXEMPTIONS.— 

22 ‘‘(1) IN GENERAL.—With respect to a depository 

23 institution, the requirements of subsections (a) and 

24 (b) shall not apply— 


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1 ‘‘(A) with respect to closed-end mortgage 

2 loans, if such depository institution originated 

3 less than 100 closed-end mortgage loans in each 

4 of the two preceding calendar years; and 

5 ‘‘(B) with respect to open-end lines of cred6 it, if such depository institution originated less 

7 than 200 open-end lines of credit in each of the 

8 two preceding calendar years.’’. 

9 (b) TECHNICAL CORRECTION.—Section 304(i)(2) of 

10 such Act, as redesignated by subsection (a), is amended by 

11 striking ‘‘section 303(2)(A)’’ and inserting ‘‘section 

12 303(3)(A)’’. 

13 Subtitle Q—Protecting Consumers’ 

14 Access to Credit 

15 SEC. 581. RATE OF INTEREST AFTER TRANSFER OF LOAN. 

16 (a) AMENDMENT TO THE REVISED STATUTES.—Sec17 tion 5197 of the Revised Statutes of the United States (12 

18 U.S.C. 85) is amended by adding at the end the following 

19 new sentence: ‘‘A loan that is valid when made as to its 

20 maximum rate of interest in accordance with this section 

21 shall remain valid with respect to such rate regardless of 

22 whether the loan is subsequently sold, assigned, or otherwise 

23 transferred to a third party, and may be enforced by such 

24 third party notwithstanding any State law to the con25 trary.’’. 


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1 (b) AMENDMENT TO THE HOME OWNERS’ LOAN

2 ACT.—Section 4(g)(1) of the Home Owners’ Loan Act (12 

3 U.S.C. 1463(g)(1)) is amended by adding at the end the 

4 following new sentence: ‘‘A loan that is valid when made 

5 as to its maximum rate of interest in accordance with this 

6 subsection shall remain valid with respect to such rate re7 gardless of whether the loan is subsequently sold, assigned, 

8 or otherwise transferred to a third party, and may be en9 forced by such third party notwithstanding any State law 

10 to the contrary.’’. 

11 (c) AMENDMENT TO THE FEDERAL CREDIT UNION

12 ACT.—Section 205(g)(1) of the Federal Credit Union Act 

13 (12 U.S.C. 1785(g)(1)) is amended by adding at the end 

14 the following new sentence: ‘‘A loan that is valid when made 

15 as to its maximum rate of interest in accordance with this 

16 subsection shall remain valid with respect to such rate re17 gardless of whether the loan is subsequently sold, assigned, 

18 or otherwise transferred to a third party, and may be en19 forced by such third party notwithstanding any State law 

20 to the contrary.’’. 

21 (d) AMENDMENT TO THE FEDERAL DEPOSIT INSUR22 ANCE ACT.—Section 27(a) of the Federal Deposit Insurance 

23 Act (12 U.S.C. 1831d(a)) is amended by adding at the end 

24 the following new sentence: ‘‘A loan that is valid when made 

25 as to its maximum rate of interest in accordance with this 


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1 section shall remain valid with respect to such rate regard2 less of whether the loan is subsequently sold, assigned, or 

3 otherwise transferred to a third party, and may be enforced 

4 by such third party notwithstanding any State law to the 

5 contrary.’’. 

6 Subtitle R—NCUA Overhead 

7 Transparency 

8 SEC. 586. FUND TRANSPARENCY. 

9 Section 203 of the Federal Credit Union Act (12 

10 U.S.C. 1783) is amended by adding at the end the following: 

11 ‘‘(g) FUND TRANSPARENCY.— 

12 ‘‘(1) IN GENERAL.—The Board shall accompany 

13 each annual budget submitted pursuant to section 

14 209(b) with a report containing— 

15 ‘‘(A) a detailed analysis of how the expenses 

16 of the Administration are assigned between pru17 dential activities and insurance-related activities 

18 and the extent to which those expenses are paid 

19 from the fees collected pursuant to section 105 or 

20 from the Fund; and 

21 ‘‘(B) the Board’s supporting rationale for 

22 any proposed use of amounts in the Fund con23 tained in such budget, including detailed break24 downs and supporting rationales for any such 


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1 proposed use related to titles of this Act other 

2 than this title. 

3 ‘‘(2) PUBLIC DISCLOSURE.—The Board shall 

4 make each report described under paragraph (1) 

5 available to the public.’’. 

6 Subtitle S—Housing Opportunities 

7 Made Easier 

8 SEC. 591. CLARIFICATION OF DONATED SERVICES TO NON9 PROFITS. 

10 Section 129E(i) of the Truth in Lending Act (15 

11 U.S.C. 1639e(i)) is amended by adding at the end the fol12 lowing: 

13 ‘‘(4) RULE OF CONSTRUCTION RELATED TO AP14 PRAISAL DONATIONS.—For purposes of paragraph (1), 

15 if a fee appraiser voluntarily donates appraisal serv16 ices to an organization described in section 170(c)(2) 

17 of the Internal Revenue Code of 1986, such voluntary 

18 donation shall be deemed customary and reasonable.’’. 

19 TITLE VI—REGULATORY RELIEF 

20 FOR STRONGLY CAPITALIZED, 

21 WELL MANAGED BANKING OR22 GANIZATIONS 

23 SEC. 601. CAPITAL ELECTION. 

24 (a) IN GENERAL.—A banking organization may make 

25 an election under this section to be treated as a qualifying 


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1 banking organization for purposes of the regulatory relief 

2 described under section 602. 

3 (b) REQUIREMENTS.—A banking organization may 

4 qualify to be treated as a qualifying banking organization 

5 if— 

6 (1) the banking organization has an average le7 verage ratio of at least 10 percent; 

8 (2) with respect to a depository institution hold9 ing company, each insured depository institution sub10 sidiary of the holding company simultaneously makes 

11 the election described under subsection (a); and 

12 (3) with respect to an insured depository institu13 tion, any parent depository institution holding com14 pany of the institution simultaneously makes the elec15 tion described under subsection (a). 

16 (c) ELECTION PROCESS.—To make an election under 

17 this section, a banking organization shall submit an elec18 tion to the appropriate Federal banking agency (and any 

19 applicable State bank supervisor that regulates the banking 

20 organization) containing— 

21 (1) a notice of such election; 

22 (2) the banking organization’s average leverage 

23 ratio, as well as the organization’s quarterly leverage 

24 ratio for each of the most recently completed four cal25 endar quarters; 


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1 (3) if the banking organization is a depository 

2 institution holding company, the information de3 scribed under paragraph (2) for each of the organiza4 tion’s insured depository institution subsidiaries; and 

5 (4) if the banking organization is an insured de6 pository institution, the information described under 

7 paragraph (2) for any parent depository institution 

8 holding company of the institution. 

9 (d) EFFECTIVE DATE OF ELECTION.— 

10 (1) IN GENERAL.—An election made under this 

11 section shall take effect at the end of the 30-day pe12 riod beginning on the date that the appropriate Fed13 eral banking agency receives the application described 

14 under subsection (c), unless the appropriate Federal 

15 banking agency determines that the banking organi16 zation has not met the requirements described under 

17 subsection (b). 

18 (2) NOTICE OF FAILURE TO MEET REQUIRE19 MENTS.—If the appropriate Federal banking agency 

20 determines that a banking organization submitting 

21 an election notice under subsection (c) does not meet 

22 the requirements described under subsection (b), the 

23 agency shall— 

24 (A) notify the banking organization (and 

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1 lates the banking organization), in writing, of 

2 such determination as soon as possible after such 

3 determination is made, but in no case later than 

4 the end of the 30-day period beginning on the 

5 date that the appropriate Federal banking agen6 cy receives the election; and 

7 (B) include in such notification the specific 

8 reasons for such determination and steps that the 

9 banking organization can take to meet such re10 quirements. 

11 (e) TREATMENT OF CERTAIN NEW BANKING ORGANI12 ZATIONS.—In the case of a banking organization that is 

13 a newly-chartered insured depository institution or a bank14 ing organization that becomes a banking organization be15 cause it controls a newly-chartered insured depository insti16 tution, such banking organization may be treated as a 

17 qualifying banking organization immediately upon becom18 ing a banking organization, if— 

19 (1) an election to be treated as a qualifying 

20 banking organization was included in the application 

21 filed with the appropriate Federal banking agency in 

22 connection with becoming a banking organization; 

23 and 

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1 tion’s tangible equity divided by the banking organi2 zation’s leverage exposure, expressed as a percentage, 

3 is at least 10 percent. 

4 (f) FAILURE TO MAINTAIN QUARTERLY LEVERAGE

5 RATIO AND LOSS OF ELECTION.— 

6 (1) EFFECT OF FAILURE TO MAINTAIN QUAR7 TERLY LEVERAGE RATIO.— 

8 (A) IN GENERAL.—If, with respect to the 

9 most recently completed calendar quarter, the 

10 appropriate Federal banking agency determines 

11 that a qualifying banking organization’s quar12 terly leverage ratio is below 10 percent— 

13 (i) the appropriate Federal banking 

14 agency shall notify the qualifying banking 

15 organization and any applicable State bank 

16 supervisor that regulates the banking orga17 nization of such determination; 

18 (ii) the appropriate Federal banking 

19 agency may prohibit the banking organiza20 tion from making a capital distribution; 

21 and 

22 (iii) the banking organization shall, 

23 within 3 months of the first such determina24 tion, submit a capital restoration plan to 

25 the appropriate Federal banking agency. 


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1 (B) LOSS OF ELECTION AFTER ONE-YEAR

2 REMEDIATION PERIOD.—If a banking organiza3 tion described under subparagraph (A) does not, 

4 within the 1-year period beginning on the date 

5 of such determination, raise the organization’s 

6 quarterly leverage ratio for a calendar quarter 

7 ending in such 1-year period to at least 10 per8 cent, the banking organization’s election under 

9 this section shall be terminated, and the appro10 priate Federal banking agency shall notify any 

11 applicable State bank supervisor that regulates 

12 the banking organization of such termination. 

13 (C) EFFECT OF SUBSIDIARY ON PARENT OR14 GANIZATION.—With respect to a qualifying bank15 ing organization described under subparagraph 

16 (A) that is an insured depository institution, 

17 any parent depository institution holding com18 pany of the qualifying banking organization 

19 shall— 

20 (i) if the appropriate Federal banking 

21 agency determines it appropriate, be pro22 hibited from making a capital distribution 

23 (other than a capital contribution to such 

24 qualifying banking organization described 

25 under subparagraph (A)); and 


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1 (ii) if the qualifying banking organiza2 tion has an election terminated under sub3 paragraph (B), any such parent depository 

4 institution holding company shall also have 

5 its election under this section terminated. 

6 (2) IMMEDIATE LOSS OF ELECTION IF THE

7 QUARTERLY LEVERAGE RATIO FALLS BELOW 6 PER8 CENT.— 

9 (A) IN GENERAL.—If, with respect to the 

10 most recently completed calendar quarter, the 

11 appropriate Federal banking agency determines 

12 that a qualifying banking organization’s quar13 terly leverage ratio is below 6 percent, the bank14 ing organization’s election under this section 

15 shall be terminated, and the appropriate Federal 

16 banking agency shall notify any applicable State 

17 bank supervisor that regulates the banking orga18 nization of such termination. 

19 (B) EFFECT OF SUBSIDIARY ON PARENT OR20 GANIZATION.—With respect to a qualifying bank21 ing organization described under subparagraph 

22 (A) that is an insured depository institution, 

23 any parent depository institution holding com24 pany of the qualifying banking organization 


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1 shall also have its election under this section ter2 minated. 

3 (3) ABILITY TO MAKE FUTURE ELECTIONS.—If a 

4 banking organization has an election under this sec5 tion terminated, the banking organization may not 

6 apply for another election under this section until the 

7 banking organization has maintained a quarterly le8 verage ratio of at least 10 percent for 8 consecutive 

9 calendar quarters. 

10 SEC. 602. REGULATORY RELIEF. 

11 (a) IN GENERAL.—A qualifying banking organization 

12 shall be exempt from the following: 

13 (1) Any Federal law, rule, or regulation address14 ing capital or liquidity requirements or standards. 

15 (2) Any Federal law, rule, or regulation that 

16 permits an appropriate Federal banking agency to 

17 object to a capital distribution. 

18 (3) Any consideration by an appropriate Federal 

19 banking agency of the following: 

20 (A) Any risk the qualifying banking organi21 zation may pose to ‘‘the stability of the financial 

22 system of the United States’’, under section 

23 5(c)(2) of the Bank Holding Company Act of 

24 1956. 


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1 (B) The ‘‘extent to which a proposed acqui2 sition, merger, or consolidation would result in 

3 greater or more concentrated risks to the sta4 bility of the United States banking or financial 

5 system’’, under section 3(c)(7) of the Bank Hold6 ing Company Act of 1956, so long as the banking 

7 organization, after such proposed acquisition, 

8 merger, or consolidation, would maintain a 

9 quarterly leverage ratio of at least 10 percent. 

10 (C) Whether the performance of an activity 

11 by the banking organization could possibly pose 

12 a ‘‘risk to the stability of the United States 

13 banking or financial system’’, under section 

14 4(j)(2)(A) of the Bank Holding Company Act of 

15 1956. 

16 (D) Whether the acquisition of control of 

17 shares of a company engaged in an activity de18 scribed in section 4(j)(1)(A) of the Bank Holding 

19 Company Act of 1956 could possibly pose a ‘‘risk 

20 to the stability of the United States banking or 

21 financial system’’, under section 4(j)(2)(A) of the 

22 Bank Holding Company Act of 1956, so long as 

23 the banking organization, after acquiring control 

24 of such company, would maintain a quarterly le25 verage ratio of at least 10 percent. 


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1 (E) Whether a merger would pose a ‘‘risk to 

2 the stability of the United States banking or fi3 nancial system’’, under section 18(c)(5) of the 

4 Federal Deposit Insurance Act, so long as the 

5 banking organization, after such proposed merg6 er, would maintain a quarterly leverage ratio of 

7 at least 10 percent. 

8 (F) Any risk the qualifying banking organi9 zation may pose to ‘‘the stability of the financial 

10 system of the United States’’, under section 

11 10(b)(4) of the Home Owners’ Loan Act. 

12 (4) Subsections (i)(8) and (k)(6)(B)(ii) of section 

13 4 and section 14 of the Bank Holding Company Act 

14 of 1956. 

15 (5) Section 18(c)(13) of the Federal Deposit In16 surance Act. 

17 (6) Section 163 of the Financial Stability Act of 

18 2010. 

19 (7) Section 10(e)(2)(E) of the Home Owners’ 

20 Loan Act. 

21 (8) Any Federal law, rule, or regulation imple22 menting standards of the type provided for in sub23 sections (b), (c), (d), (e), (g), (h), (i), and (j) of sec24 tion 165 of the Financial Stability Act of 2010. 


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1 (9) Any Federal law, rule, or regulation pro2 viding limitations on mergers, consolidations, or ac3 quisitions of assets or control, to the extent such limi4 tations relate to capital or liquidity standards or con5 centrations of deposits or assets, so long as the bank6 ing organization, after such proposed merger, consoli7 dation, or acquisition, would maintain a quarterly 

8 leverage ratio of at least 10 percent. 

9 (b) QUALIFYING BANKING ORGANIZATIONS TREATED

10 AS WELL CAPITALIZED.—A qualifying banking organiza11 tion shall be deemed to be ‘‘well capitalized’’ for purposes 

12 of— 

13 (1) section 216 of the Federal Credit Union Act; 

14 and 

15 (2) sections 29, 38, 44, and 46 of the Federal De16 posit Insurance Act. 

17 (c) TREATMENT OF CERTAIN RISK-WEIGHTED ASSET

18 REQUIREMENTS FOR QUALIFYING BANKING ORGANIZA19 TIONS.— 

20 (1) ACQUISITION SIZE CRITERIA TREATMENT.— 

21 A qualifying banking organization shall be deemed to 

22 meet the criteria described under section 4(j)(4)(D) of 

23 the Bank Holding Company Act of 1956, so long as 

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1 fying banking organization would maintain a quar2 terly leverage ratio of at least 10 percent. 

3 (2) USE OF LEVERAGE EXPOSURE.—With respect 

4 to a qualifying banking organization, in determining 

5 whether a proposal qualifies with the criteria de6 scribed under subparagraphs (A)(iii) and (B)(i) of 

7 section 4(j)(4) of the Bank Holding Company Act of 

8 1956, the Board of Governors of the Federal Reserve 

9 System shall consider the leverage exposure of an in10 sured depository institution instead of the total risk11 weighted assets of such institution. 

12 SEC. 603. CONTINGENT CAPITAL STUDY. 

13 (a) STUDY.—The Board of Governors of the Federal 

14 Reserve System, the Federal Deposit Insurance Corpora15 tion, and the Office of the Comptroller of the Currency shall 

16 each carry out a study, which shall include holding public 

17 hearings, on how to design a requirement that banking or18 ganizations issue contingent capital with a market-based 

19 conversion trigger. 

20 (b) REPORT.—Not later than the end of the 1-year pe21 riod beginning on the date of the enactment of this Act, 

22 each agency described under subsection (a) shall submit a 

23 report to the Congress containing— 


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1 (1) all findings and determinations made by the 

2 agency in carrying out the study required under sub3 section (a); and 

4 (2) the agency’s recommendations on how the 

5 Congress should design a requirement that banking 

6 organizations issue contingent capital with a market7 based conversion trigger. 

8 SEC. 604. STUDY ON ALTERING THE CURRENT PROMPT 

9 CORRECTIVE ACTION RULES. 

10 (a) STUDY.—The Comptroller General of the United 

11 States shall conduct a study to assess the benefits and feasi12 bility of altering the current prompt corrective action rules 

13 and replacing the Basel-based capital ratios with the non14 performing asset coverage ratio or NACR as the trigger for 

15 specific required supervisory interventions. The Comptroller 

16 General shall ensure that such study includes the following: 

17 (1) An assessment of the performance of an 

18 NACR forward-looking measure of a banking organi19 zation’s solvency condition relative to the regulatory 

20 capital ratios currently used by prompt corrective ac21 tion rules. 

22 (2) An analysis of the performance of alternative 

23 definitions of nonperforming assets. 

24 (3) An assessment of the impact of two alter25 native intervention thresholds: 


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1 (A) An initial (high) intervention threshold, 

2 below which appropriate Federal banking agency 

3 examiners are required to intervene and assess a 

4 banking organization’s condition and prescribe 

5 remedial measures. 

6 (B) A lower threshold, below which banking 

7 organizations must increase their capital, seek 

8 an acquirer, or face mandatory resolution within 

9 90 days. 

10 (b) REPORT.—Not later than the end of the 1-year pe11 riod beginning on the date of the enactment of this Act, 

12 the Comptroller General shall submit a report to the Con13 gress containing— 

14 (1) all findings and determinations made in car15 rying out the study required under subsection (a); 

16 and 

17 (2) recommendations on the most suitable defini18 tion of nonperforming assets, as well as the two nu19 merical thresholds that trigger specific required super20 visory interventions. 

21 SEC. 605. DEFINITIONS. 

22 For purposes of this title: 

23 (1) APPROPRIATE FEDERAL BANKING AGENCY.— 

24 The term ‘‘appropriate Federal banking agency’’— 


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1 (A) has the meaning given such term under 

2 section 3 of the Federal Deposit Insurance Act; 

3 and 

4 (B) means the National Credit Union Ad5 ministration, in the case of an insured credit 

6 union. 

7 (2) BANKING ORGANIZATION.—The term ‘‘bank8 ing organization’’ means— 

9 (A) an insured depository institution; 

10 (B) an insured credit union; 

11 (C) a depository institution holding com12 pany; 

13 (D) a company that is treated as a bank 

14 holding company for purposes of section 8 of the 

15 International Banking Act; and 

16 (E) a U.S. intermediate holding company 

17 established by a foreign banking organization 

18 pursuant to section 252.153 of title 12, Code of 

19 Federal Regulations. 

20 (3) FOREIGN EXCHANGE SWAP .—The term ‘‘for21 eign exchange swap’’ has the meaning given that term 

22 under section 1a of the Commodity Exchange Act. 

23 (4) INSURED CREDIT UNION.—The term ‘‘insured 

24 credit union’’ has the meaning given that term under 

25 section 101 of the Federal Credit Union Act. 


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1 (5) LEVERAGE EXPOSURE.—The term ‘‘leverage 

2 exposure’’— 

3 (A) with respect to a banking organization 

4 other than an insured credit union or a tradi5 tional banking organization, has the meaning 

6 given the term ‘‘total leverage exposure’’ under 

7 section 3.10(c)(4)(ii), 217.10(c)(4), or 

8 324.10(c)(4) of title 12, Code of Federal Regula9 tions, as applicable, as in effect on the date of 

10 the enactment of this Act; 

11 (B) with respect to a traditional banking 

12 organization other than an insured credit union, 

13 means total assets (minus any items deducted 

14 from common equity tier 1 capital) as calculated 

15 in accordance with generally accepted accounting 

16 principles and as reported on the traditional 

17 banking organization’s applicable regulatory fil18 ing with the banking organization’s appropriate 

19 Federal banking agency; and 

20 (C) with respect to a banking organization 

21 that is an insured credit union, has the meaning 

22 given the term ‘‘total assets’’ under section 702.2 

23 of title 12, Code of Federal Regulations, as in ef24 fect on the date of the enactment of this Act. 

25 (6) LEVERAGE RATIO DEFINITIONS.— 


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1 (A) AVERAGE LEVERAGE RATIO.—With re2 spect to a banking organization, the term ‘‘aver3 age leverage ratio’’ means the average of the 

4 banking organization’s quarterly leverage ratios 

5 for each of the most recently completed four cal6 endar quarters. 

7 (B) QUARTERLY LEVERAGE RATIO.—With 

8 respect to a banking organization and a cal9 endar quarter, the term ‘‘quarterly leverage 

10 ratio’’ means the organization’s tangible equity 

11 divided by the organization’s leverage exposure, 

12 expressed as a percentage, on the last day of such 

13 quarter. 

14 (7) NACR.—The term ‘‘NACR’’ means— 

15 (A) book equity less nonperforming assets 

16 plus loan loss reserves, divided by 

17 (B) total banking organization assets. 

18 (8) NONPERFORMING ASSETS.—The term ‘‘non19 performing assets’’ means— 

20 (A) 20 percent of assets that are past due 

21 30 to 89 days, plus 

22 (B) 50 percent of assets that are past due 

23 90 days or more, plus 

24 (C) 100 percent of nonaccrual assets and 

25 other real estate owned. 


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1 (9) QUALIFYING BANKING ORGANIZATION.—The 

2 term ‘‘qualifying banking organization’’ means a 

3 banking organization that has made an election 

4 under section 601 and with respect to which such elec5 tion is in effect. 

6 (10) SECURITY-BASED SWAP .—The term ‘‘secu7 rity-based swap’’ has the meaning given that term 

8 under section 3 of the Securities Exchange Act of 

9 1934. 

10 (11) SWAP.—The term ‘‘swap’’ has the meaning 

11 given that term under section 1a of the Commodity 

12 Exchange Act. 

13 (12) TANGIBLE EQUITY.—The term ‘‘tangible eq14 uity’’— 

15 (A) with respect to a banking organization 

16 other than a credit union, means the sum of— 

17 (i) common equity tier 1 capital; 

18 (ii) additional tier 1 capital consisting 

19 of instruments issued on or before the date 

20 of enactment of this Act; and 

21 (iii) with respect to a depository insti22 tution holding company that had less than 

23 $15,000,000,000 in total consolidated assets 

24 as of December 31, 2009, or March 31, 

25 2010, or a banking organization that was a 


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1 mutual holding company as of May 19, 

2 2010, trust preferred securities issued prior 

3 to May 19, 2010, to the extent such organi4 zation was permitted, as of the date of the 

5 enactment of this Act, to consider such secu6 rities as tier 1 capital under existing regu7 lations of the appropriate Federal banking 

8 agency; and 

9 (B) with respect to a banking organization 

10 that is a credit union, has the meaning given the 

11 term ‘‘net worth’’ under section 702.2 of title 12, 

12 Code of Federal Regulations, as in effect on the 

13 date of the enactment of this Act. 

14 (13) TRADITIONAL BANKING ORGANIZATION.— 

15 The term ‘‘traditional banking organization’’ means a 

16 banking organization that— 

17 (A) has zero trading assets and zero trading 

18 liabilities; 

19 (B) does not engage in swaps or security20 based swaps, other than swaps or security-based 

21 swaps referencing interest rates or foreign ex22 change swaps; and 

23 (C) has a total notional exposure of swaps 

24 and security-based swaps of not more than 

25 $8,000,000,000. 


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1 (14) OTHER BANKING TERMS.—The terms ‘‘in2 sured depository institution’’ and ‘‘depository institu3 tion holding company’’ have the meaning given those 

4 terms, respectively, under section 3 of the Federal De5 posit Insurance Act. 

6 (15) OTHER CAPITAL TERMS.—With respect to a 

7 banking organization, the terms ‘‘additional tier 1 

8 capital’’ and ‘‘common equity tier 1 capital’’ have the 

9 meaning given such terms, respectively, under section 

10 3.20, 217.20, or 324.20 of title 12, Code of Federal 

11 Regulations, as applicable, as in effect on the date of 

12 the enactment of this Act. 

13 TITLE VII—EMPOWERING AMERI14 CANS TO ACHIEVE FINANCIAL 

15 INDEPENDENCE 

16 Subtitle A—Separation of Powers 

17 and Liberty Enhancements 

18 SEC. 711. CONSUMER LAW ENFORCEMENT AGENCY. 

19 (a) MAKING THE BUREAU AN INDEPENDENT CON20 SUMER LAW ENFORCEMENT AGENCY.—The Consumer Fi21 nancial Protection Act of 2010 (12 U.S.C. 5481 et seq.) is 

22 amended— 

23 (1) in section 1011— 

24 (A) in the heading of such section, by strik25 ing ‘‘BUREAU OF CONSUMER FINANCIAL


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1 PROTECTION’’ and inserting ‘‘CONSUMER

2 LAW ENFORCEMENT AGENCY’’; 

3 (B) in subsection (a)— 

4 (i) in the heading of such subsection, 

5 by striking ‘‘BUREAU’’ and inserting 

6 ‘‘AGENCY’’; 

7 (ii) by striking ‘‘in the Federal Reserve 

8 System,’’; 

9 (iii) by striking ‘‘independent bureau’’ 

10 and inserting ‘‘independent agency’’; and 

11 (iv) by striking ‘‘Bureau of Consumer 

12 Financial Protection’’ and inserting ‘‘Con13 sumer Law Enforcement Agency (herein14 after in this section referred to as the ‘Agen15 cy’)’’; 

16 (C) in subsection (b)(5), by amending sub17 paragraph (A) to read as follows: 

18 ‘‘(A) shall be appointed by the President; 

19 and’’; 

20 (D) in subsection (c), by striking paragraph 

21 (3); 

22 (E) in subsection (e), by striking ‘‘, includ23 ing in cities in which the Federal reserve banks, 

24 or branches of such banks, are located,’’; and 


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1 (F) by striking ‘‘Bureau’’ each place such 

2 term appears and inserting ‘‘Agency’’; and 

3 (2) in section 1012— 

4 (A) in subsection (a)(10), by striking ‘‘ex5 aminations,’’; and 

6 (B) by striking subsection (c). 

7 (b) DEEMING OF NAME.—Any reference in a law, regu8 lation, document, paper, or other record of the United 

9 States to the Bureau of Consumer Financial Protection 

10 shall be deemed a reference to the Consumer Law Enforce11 ment Agency. 

12 (c) CONFORMING AMENDMENTS.— 

13 (1) DODD-FRANK WALL STREET REFORM AND

14 CONSUMER PROTECTION ACT.—The Dodd-Frank Wall 

15 Street Reform and Consumer Protection Act (12 

16 U.S.C. 5301 et seq.) is amended— 

17 (A) in the table of contents in section 1(b)— 

18 (i) by striking ‘‘Bureau of Consumer 

19 Financial Protection’’ each place such term 

20 appears and inserting ‘‘Consumer Law En21 forcement Agency’’; and 

22 (ii) in the table of contents relating to 

23 title X, in the items relating to subtitle B, 

24 subtitle C, and section 1027, by striking 


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1 ‘‘Bureau’’ each place such term appears and 

2 inserting ‘‘Agency’’; 

3 (B) in section 2, by amending paragraph 

4 (4) to read as follows: 

5 ‘‘(4) AGENCY.—The term ‘Agency’ means the 

6 Consumer Law Enforcement Agency established under 

7 title X.’’; 

8 (C) in section 342 by striking ‘‘Bureau’’ 

9 each place such term appears in headings and 

10 text and inserting ‘‘Agency’’; 

11 (D) in section 1400(b)— 

12 (i) by striking ‘‘Bureau of Consumer 

13 Financial Protection’’ and inserting ‘‘Con14 sumer Law Enforcement Agency’’; and 

15 (ii) in the subsection heading, by strik16 ing ‘‘BUREAU OF CONSUMER FINANCIAL

17 PROTECTION’’ and inserting ‘‘CONSUMER

18 LAW ENFORCEMENT AGENCY’’; 

19 (E) in section 1411(a)(1), by striking ‘‘Bu20 reau’’ and inserting ‘‘Agency’’; and 

21 (F) in section 1447, by striking ‘‘Director of 

22 the Bureau’’ each place such term appears and 

23 inserting ‘‘Director of the Consumer Law En24 forcement Agency’’. 


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1 (2) ALTERNATIVE MORTGAGE TRANSACTION PAR2 ITY ACT OF 1982.—The Alternative Mortgage Trans3 action Parity Act of 1982 (12 U.S.C. 3801 et seq.) is 

4 amended— 

5 (A) by striking ‘‘Bureau of Consumer Fi6 nancial Protection’’ each place such term ap7 pears and inserting ‘‘Consumer Law Enforce8 ment Agency’’; and 

9 (B) in the subsection heading of subsection 

10 (d) of section 804 (12 U.S.C. 3803(d)), by strik11 ing ‘‘BUREAU’’ and inserting ‘‘AGENCY’’. 

12 (3) ELECTRONIC FUND TRANSFER ACT.—The 

13 Electronic Fund Transfer Act (15 U.S.C. 1693 et seq.) 

14 is amended— 

15 (A) by amending the second paragraph (4) 

16 (defining the term ‘‘Bureau’’) to read as follows: 

17 ‘‘(4) the term ‘Agency’ means the Consumer Law 

18 Enforcement Agency;’’; 

19 (B) in section 916(d)(1), by striking ‘‘Bu20 reau of Consumer Financial Protection’’ and in21 serting ‘‘Consumer Law Enforcement Agency’’; 

22 and 

23 (C) by striking ‘‘Bureau’’ each place that 

24 term appears in heading or text and inserting 

25 ‘‘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 En7 forcement 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.—The 

12 Expedited Funds Availability Act (12 U.S.C. 4001 et 

13 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 TRANSACTIONS

22 ACT OF 2003.—The Fair and Accurate Credit Trans23 actions Act of 2003 (Public Law 108–159) is amend24 ed by striking ‘‘Bureau’’ each place such term ap25 pears and inserting ‘‘Agency’’. 


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1 (7) FAIR CREDIT REPORTING ACT.—The Fair 

2 Credit Reporting Act (15 U.S.C. 1681 et seq.) is 

3 amended— 

4 (A) by amending section 603(w) to read as 

5 follows: 

6 ‘‘(w) AGENCY.—The term ‘Agency’ means the Con7 sumer Law Enforcement Agency.’’; and 

8 (B) by striking ‘‘Bureau’’ each place such 

9 term appears, other than in sections 626 and 

10 603(v), and inserting ‘‘Agency’’. 

11 (8) FAIR DEBT COLLECTION PRACTICES ACT.— 

12 The Fair Debt Collection Practices Act (15 U.S.C. 

13 1692 et seq.) is amended— 

14 (A) by amending section 803(1) to read as 

15 follows: 

16 ‘‘(1) The term ‘Agency’ means the Consumer 

17 Law Enforcement Agency.’’; and 

18 (B) by striking ‘‘Bureau’’ each place such 

19 term appears in heading or text and inserting 

20 ‘‘Agency’’. 

21 (9) FEDERAL DEPOSIT INSURANCE ACT.—The 

22 Federal Deposit Insurance Act (12 U.S.C. 1811 et 

23 seq.) is amended— 

24 (A) in the second paragraph (6) (with the 

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1 cial protection’’) of section 8(t) (12 U.S.C. 

2 1818(t))— 

3 (i) in the paragraph heading, by strik4 ing ‘‘BUREAU OF CONSUMER FINANCIAL

5 PROTECTION’’; and inserting ‘‘CONSUMER

6 LAW ENFORCEMENT AGENCY’’; and 

7 (ii) by striking ‘‘Bureau of Consumer 

8 Financial Protection’’ and inserting ‘‘Con9 sumer Law Enforcement Agency’’; 

10 (B) by amending clause (vi) of section 

11 11(t)(2)(A) (12 U.S.C. 1821(t)(2)(A)(vi)) to read 

12 as follows: 

13 ‘‘(vi) The Consumer Law Enforcement 

14 Agency.’’; 

15 (C) in section 18(x) (12 U.S.C. 1828(x)), by 

16 striking ‘‘Bureau of Consumer Financial Protec17 tion’’ each place such term appears and insert18 ing ‘‘Consumer Law Enforcement Agency’’; 

19 (D) by striking ‘‘Bureau’’ each place such 

20 term appears and inserting ‘‘Agency’’; and 

21 (E) in section 43(e) (12 U.S.C. 1831t(e)), 

22 by amending paragraph (5) to read as follows: 

23 ‘‘(5) AGENCY.—The term ‘Agency’ means the 

24 Consumer Law Enforcement Agency.’’. 


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1 (10) FEDERAL FINANCIAL INSTITUTIONS EXAM2 INATION COUNCIL ACT OF 1978.—The Federal Finan3 cial Institutions Examination Council Act of 1978 

4 (12 U.S.C. 3301 et seq.) is amended— 

5 (A) in section 1004(a)(4), by striking ‘‘Con6 sumer Financial Protection Bureau’’ and insert7 ing ‘‘Consumer Law Enforcement Agency’’; and 

8 (B) in section 1011, by striking ‘‘Bureau of 

9 Consumer Financial Protection’’ and inserting 

10 ‘‘Consumer Law Enforcement Agency’’. 

11 (11) FINANCIAL INSTITUTIONS REFORM, RECOV12 ERY, AND ENFORCEMENT ACT OF 1989.—The Finan13 cial Institutions Reform, Recovery, and Enforcement 

14 Act of 1989 (Public Law 101–73; 103 Stat. 183) is 

15 amended— 

16 (A) in section 1112(b) (12 U.S.C. 3341), by 

17 striking ‘‘Bureau of Consumer Financial Protec18 tion’’ and inserting ‘‘Consumer Law Enforce19 ment Agency’’; 

20 (B) in section 1124 (12 U.S.C. 3353), by 

21 striking ‘‘Bureau of Consumer Financial Protec22 tion’’ each place such term appears and insert23 ing ‘‘Consumer Law Enforcement Agency’’; 

24 (C) in section 1125 (12 U.S.C. 3354), by 

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1 tion’’ each place such term appears and insert2 ing ‘‘Consumer Law Enforcement Agency’’; and 

3 (D) in section 1206(a) (12 U.S.C. 

4 1833b(a)), by striking ‘‘Federal Housing Fi5 nance Board’’ and all that follows through 

6 ‘‘Farm Credit Administration’’ and inserting 

7 ‘‘Federal Housing Finance Board, the Consumer 

8 Law Enforcement Agency, and the Farm Credit 

9 Administration’’. 

10 (12) FINANCIAL LITERACY AND EDUCATION IM11 PROVEMENT ACT.—Section 513 of the Financial Lit12 eracy and Education Improvement Act (20 U.S.C. 

13 9702) is amended by striking ‘‘Bureau of Consumer 

14 Financial Protection’’ each place such term appears 

15 and inserting ‘‘Consumer Law Enforcement Agency’’. 

16 (13) GRAMM-LEACH-BLILEY ACT.—Title V of the 

17 Gramm-Leach-Bliley Act (15 U.S.C. 6801 et seq.) is 

18 amended— 

19 (A) by striking ‘‘Bureau of Consumer Fi20 nancial Protection’’ each place such term ap21 pears and inserting ‘‘Consumer Law Enforce22 ment Agency’’; and 

23 (B) in section 505(a)(8) (15 U.S.C. 

24 6805(a)(8)), by striking ‘‘Bureau’’ and inserting 

25 ‘‘Agency’’. 


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1 (14) HOME MORTGAGE DISCLOSURE ACT OF

2 1975.—The Home Mortgage Disclosure Act of 1975 (12 

3 U.S.C. 2801 et seq.) is amended— 

4 (A) by striking ‘‘Bureau of Consumer Fi5 nancial Protection’’ each place such term ap6 pears and inserting ‘‘Consumer Law Enforce7 ment Agency’’; 

8 (B) by striking ‘‘Bureau’’ each place such 

9 term appears and inserting ‘‘Agency’’; and 

10 (C) in section 303, by amending paragraph 

11 (1) to read as follows: 

12 ‘‘(1) the term ‘Agency’ means the Consumer Law 

13 Enforcement Agency;’’. 

14 (15) HOMEOWNERS PROTECTION ACT OF 1998.— 

15 Section 10(a)(4) of the Homeowners Protection Act of 

16 1998 (12 U.S.C. 4909(a)(4)) is amended by striking 

17 ‘‘Bureau of Consumer Financial Protection’’ and in18 serting ‘‘Consumer Law Enforcement Agency’’. 

19 (16) HOME OWNERSHIP AND EQUITY PROTEC20 TION ACT OF 1994.—Section 158(a) of the Home Own21 ership and Equity Protection Act of 1994 (15 U.S.C. 

22 1601 note) is amended by striking ‘‘Bureau’’ and in23 serting ‘‘Consumer Law Enforcement Agency’’. 


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1 (17) INTERSTATE LAND SALES FULL DISCLOSURE

2 ACT.—The Interstate Land Sales Full Disclosure Act 

3 (12 U.S.C. 1701 et seq.) is amended— 

4 (A) by striking ‘‘Bureau of Consumer Fi5 nancial Protection’’ each place such term ap6 pears and inserting ‘‘Agency’’; 

7 (B) in section 1402, by amending para8 graph (12) to read as follows: 

9 ‘‘(12) ‘Agency’ means the Consumer Law En10 forcement Agency.’’; and 

11 (C) in section 1416, by striking ‘‘Bureau’’ 

12 each place such term appears and inserting 

13 ‘‘Agency’’. 

14 (18) REAL ESTATE SETTLEMENT PROCEDURES

15 ACT OF 1974.—The Real Estate Settlement Procedures 

16 Act of 1974 (12 U.S.C. 2601 et seq.) is amended— 

17 (A) by striking ‘‘Bureau of Consumer Fi18 nancial Protection’’ each place such term ap19 pears and inserting ‘‘Consumer Law Enforce20 ment Agency’’; 

21 (B) by striking ‘‘Bureau’’ each place such 

22 term appears and inserting ‘‘Agency’’; and 

23 (C) in section 3, by amending paragraph 

24 (9) to read as follows: 


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1 ‘‘(9) the term ‘Agency’ means the Consumer Law 

2 Enforcement Agency.’’. 

3 (19) REVISED STATUES OF THE UNITED

4 STATES.—Section 5136C(b)(3)(B) of the Revised Stat5 utes of the United States (12 U.S.C. 25b(b)(3)(B)) is 

6 amended by striking ‘‘Bureau of Consumer Financial 

7 Protection’’ and inserting ‘‘Consumer Law Enforce8 ment Agency’’. 

9 (20) RIGHT TO FINANCIAL PRIVACY ACT OF

10 1978.—The Right to Financial Privacy Act of 1978 

11 (12 U.S.C. 3401 et seq.) is amended— 

12 (A) by amending subparagraph (B) of sec13 tion 1101(7) (12 U.S.C. 3401(7)(B)) to read as 

14 follows: 

15 ‘‘(B) the Consumer Law Enforcement Agen16 cy;’’; and 

17 (B) by striking ‘‘Bureau of Consumer Fi18 nancial Protection’’ each place such term ap19 pears in heading or text and inserting ‘‘Con20 sumer Law Enforcement Agency’’. 

21 (21) S.A.F.E. MORTGAGE LICENSING ACT OF

22 2008.—The S.A.F.E. Mortgage Licensing Act of 2008 

23 (12 U.S.C. 5101 et seq.) is amended— 

24 (A) in section 1507, by striking ‘‘Bureau, 

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1 tion’’ each place such term appears and insert2 ing ‘‘Consumer Law Enforcement Agency’’; 

3 (B) by striking ‘‘Bureau of Consumer Fi4 nancial Protection’’ each place such term ap5 pears and inserting ‘‘Consumer Law Enforce6 ment Agency’’; 

7 (C) by striking ‘‘Bureau’’ each place such 

8 appears, other than in sections 1505(a)(1), 

9 1507(a)(2)(A), and 1511(b), and inserting 

10 ‘‘Agency’’; 

11 (D) in section 1503, by amending para12 graph (1) to read as follows: 

13 ‘‘(1) AGENCY.—The term ‘Agency’ means the 

14 Consumer Law Enforcement Agency.’’; 

15 (E) in the heading of section 1508, by strik16 ing ‘‘BUREAU OF CONSUMER FINANCIAL

17 PROTECTION’’ and inserting ‘‘CONSUMER

18 LAW ENFORCEMENT AGENCY’’; and 

19 (F) in the heading of section 1514, by strik20 ing ‘‘BUREAU’’ and inserting ‘‘AGENCY’’. 

21 (22) TELEMARKETING AND CONSUMER FRAUD

22 AND ABUSE PREVENTION ACT.—The Telemarketing 

23 and Consumer Fraud and Abuse Prevention Act (15 

24 U.S.C. 6101 et seq.) is amended by striking ‘‘Bureau 

25 of Consumer Financial Protection’’ each place such 


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1 term appears in heading or text and inserting ‘‘Con2 sumer Law Enforcement Agency’’. 

3 (23) TITLE 5, UNITED STATES CODE.—Title 5, 

4 United States Code, is amended— 

5 (A) in section 552a(w)— 

6 (i) in the subsection heading, by strik7 ing ‘‘BUREAU OF CONSUMER FINANCIAL

8 PROTECTION’’ and inserting ‘‘CONSUMER

9 LAW ENFORCEMENT AGENCY’’; 

10 (ii) by striking ‘‘Bureau of Consumer 

11 Financial Protection’’ and inserting ‘‘Con12 sumer Law Enforcement Agency’’; 

13 (B) in section 609(d)(2), by striking ‘‘Con14 sumer Financial Protection Bureau of the Fed15 eral Reserve System’’ and inserting ‘‘Consumer 

16 Law Enforcement Agency’’; and 

17 (C) in section 3132(a)(1)(D), as amended 

18 by section 151(a)(1), is further amended by in19 serting ‘‘the Consumer Law Enforcement Agen20 cy,’’ before ‘‘and the National Credit Union Ad21 ministration’’. 

22 (24) TITLE 10, UNITED STATES CODE.— 

23 (A) SECTION 987.—Section 987(h)(3)(E) of 

24 title 10, United States Code, is amended by 

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1 tion’’ and inserting ‘‘Consumer Law Enforce2 ment Agency’’. 

3 (B) NDAA FY 2015.—Section 557(a) of the 

4 Carl Levin and Howard P. ‘‘Buck’’ McKeon Na5 tional Defense Authorization Act for Fiscal Year 

6 2015 (Public Law 113–29; 128 Stat. 3381; 10 

7 U.S.C. 1144 note), is amended by striking ‘‘Con8 sumer Financial Protection Bureau’’ each place 

9 such term appears and inserting ‘‘Consumer 

10 Law Enforcement Agency’’. 

11 (25) TITLE 44, UNITED STATES CODE.—Title 44, 

12 United States Code, is amended— 

13 (A) in section 3502(5), by striking ‘‘the Bu14 reau of Consumer Financial Protection, the Of15 fice of Financial Research,’’ and inserting ‘‘the 

16 Consumer Law Enforcement Agency,’’; and 

17 (B) in section 3513(c), by striking ‘‘Bureau 

18 of Consumer Financial Protection’’ and insert19 ing ‘‘Consumer Law Enforcement Agency’’. 

20 (26) TRUTH IN LENDING ACT.—The Truth in 

21 Lending Act (15 U.S.C. 1601 et seq.) is amended— 

22 (A) by amending section 103(b) (15 U.S.C. 

23 1602(b)) to read as follows: 

24 ‘‘(b) AGENCY.—The term ‘Agency’ means the Con25 sumer Law Enforcement Agency.’’; 


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1 (B) by amending section 103(c) (15 U.S.C. 

2 1602(c)) to read as follows: 

3 ‘‘(c) BOARD.—The term ‘Board’ means the Board of 

4 Governors of the Federal Reserve System.’’; and 

5 (C) in section 128(f) (15 U.S.C. 1638(f)), by 

6 striking ‘‘Board’’ each place such term appears 

7 and inserting ‘‘Agency’’; 

8 (D) in sections 129B (15 U.S.C. 1639b) and 

9 129C (15 U.S.C. 1639c), by striking ‘‘Board’’ 

10 each place such term appears and inserting 

11 ‘‘Agency’’; 

12 (E) in section 140A (15 U.S.C. 1651), by 

13 striking ‘‘in consultation with the Bureau’’ and 

14 inserting ‘‘in consultation with the Federal 

15 Trade Commission’’; 

16 (F) by striking ‘‘National Credit Union Ad17 ministration Bureau’’ each place such term ap18 pears and inserting ‘‘National Credit Union Ad19 ministration Board’’; 

20 (G) by striking ‘‘Bureau’’ each place such 

21 term appears in heading or text and inserting 

22 ‘‘Agency’’; and 

23 (H) by striking ‘‘BUREAU’’ and inserting 

24 ‘‘AGENCY’’ in the paragraph headings for— 


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1 (i) section 122(d)(2) (15 U.S.C. 

2 1632(d)(2)); 

3 (ii) section 127(c)(5) (15 U.S.C. 

4 1637(c)(5)); 

5 (iii) section 127(r)(3) (15 U.S.C. 

6 1637(r)(3)); and 

7 (iv) section 127A(a)(14) (15 U.S.C. 

8 1637a(a)(14)). 

9 (27) TRUTH IN SAVINGS ACT.—The Truth in 

10 Savings Act (12 U.S.C. 4301 et seq.) is amended— 

11 (A) by amending paragraph (4) of section 

12 274 (12 U.S.C. 4313(4)) to read as follows: 

13 ‘‘(4) AGENCY.—The term ‘Agency’ means the 

14 Consumer Law Enforcement Agency.’’; 

15 (B) by striking ‘‘National Credit Union Ad16 ministration Bureau’’ each place such term ap17 pears and inserting ‘‘National Credit Union Ad18 ministration Board’’; and 

19 (C) by striking ‘‘Bureau’’ each place such 

20 term appears and inserting ‘‘Agency’’. 

21 SEC. 712. AUTHORITY OF THE OFFICE OF INFORMATION 

22 AND REGULATORY AFFAIRS. 

23 Section 1022 of the Consumer Financial Protection 

24 Act of 2010 (12 U.S.C. 5512) is amended by adding at the 

25 end the following: 


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1 ‘‘(e) AUTHORITY OF THE OFFICE OF INFORMATION

2 AND REGULATORY AFFAIRS.—The Office of Information 

3 and Regulatory Affairs shall have the same duties and au4 thorities with respect to the Consumer Law Enforcement 

5 Agency as the Office of Information and Regulatory Affairs 

6 has with respect to any other agency that is not an inde7 pendent regulatory agency (as such terms are defined, re8 spectively, under section 3502 of title 44, United States 

9 Code).’’. 

10 SEC. 713. BRINGING THE AGENCY INTO THE REGULAR AP11 PROPRIATIONS PROCESS. 

12 Section 1017 of the Consumer Financial Protection 

13 Act of 2010 (12 U.S.C. 5497) is amended— 

14 (1) in subsection (a)— 

15 (A) by amending the heading of such sub16 section to read as follows: ‘‘BUDGET, FINANCIAL

17 MANAGEMENT, AND AUDIT.—’’; 

18 (B) by striking paragraphs (1), (2), and 

19 (3); 

20 (C) by redesignating paragraphs (4) and 

21 (5) as paragraphs (1) and (2), respectively; and 

22 (D) by striking subparagraphs (E) and (F) 

23 of paragraph (1), as so redesignated; 

24 (2) by striking subsections (b) and (c); 


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1 (3) by redesignating subsections (d) and (e) as 

2 subsections (b) and (c), respectively; and 

3 (4) in subsection (c), as so redesignated— 

4 (A) by striking paragraphs (1), (2), and (3) 

5 and inserting the following: 

6 ‘‘(1) AUTHORIZATION OF APPROPRIATIONS.— 

7 There is authorized to be appropriated to the Agency 

8 for each of fiscal years 2017 and 2018 an amount 

9 equal to the aggregate amount of funds transferred by 

10 the Board of Governors to the Bureau of Consumer 

11 Financial Protection during fiscal year 2015.’’; and 

12 (B) by redesignating paragraph (4) as 

13 paragraph (2). 

14 SEC. 714. CONSUMER LAW ENFORCEMENT AGENCY INSPEC15 TOR GENERAL REFORM. 

16 (a) APPOINTMENT OF INSPECTOR GENERAL.—The In17 spector General Act of 1978 (5 U.S.C. App.) is amended— 

18 (1) in section 8G— 

19 (A) in subsection (a)(2), by striking ‘‘and 

20 the Bureau of Consumer Financial Protection’’; 

21 (B) in subsection (c), by striking ‘‘For pur22 poses of implementing this section’’ and all that 

23 follows through the end of the subsection; and 


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1 (C) in subsection (g)(3), by striking ‘‘and 

2 the Bureau of Consumer Financial Protection’’; 

3 and 

4 (2) in section 12— 

5 (A) in paragraph (1), by inserting ‘‘the 

6 Consumer Law Enforcement Agency;’’ after ‘‘the 

7 President of the Export-Import Bank;’’; and 

8 (B) in paragraph (2), by inserting ‘‘the 

9 Consumer Law Enforcement Agency,’’ after ‘‘the 

10 Export-Import Bank,’’. 

11 (b) REQUIREMENTS FOR THE INSPECTOR GENERAL

12 FOR THE CONSUMER LAW ENFORCEMENT AGENCY.— 

13 (1) ESTABLISHMENT.—Section 1011 of the Con14 sumer Financial Protection Act of 2010 (12 U.S.C. 

15 5491), as amended by section 311, is further amended 

16 by adding at the end the following: 

17 ‘‘(i) INSPECTOR GENERAL.—There is established the 

18 position of the Inspector General of the Agency.’’; and 

19 (2) HEARINGS.—Section 1016 of the Consumer 

20 Financial Protection Act of 2010 (12 U.S.C. 5496) is 

21 amended by inserting after subsection (c) the fol22 lowing: 

23 ‘‘(d) ADDITIONAL REQUIREMENT FOR INSPECTOR

24 GENERAL.—On a separate occasion from that described in 

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1 pear, upon invitation, before the Committee on Banking, 

2 Housing, and Urban Affairs of the Senate and the Com3 mittee on Financial Services of the House of Representa4 tives at semi-annual hearings regarding the reports re5 quired under subsection (b) and the reports required under 

6 section 5 of the Inspector General Act of 1978 (5 U.S.C. 

7 App.).’’. 

8 (3) PARTICIPATION IN THE COUNCIL OF INSPEC9 TORS GENERAL ON FINANCIAL OVERSIGHT.—Section 

10 989E(a)(1) of the Dodd-Frank Wall Street Reform 

11 and Consumer Protection Act is amended by adding 

12 at the end the following: 

13 ‘‘(J) The Consumer Law Enforcement Agen14 cy.’’. 

15 (4) DEADLINE FOR APPOINTMENT.—Not later 

16 than 60 days after the date of the enactment of this 

17 Act, the President shall appoint an Inspector General 

18 for the Consumer Law Enforcement Agency in accord19 ance with section 3 of the Inspector General Act of 

20 1978 (5 U.S.C. App.). 

21 (c) TRANSITION PERIOD.—The Inspector General of 

22 the Board of Governors of the Federal Reserve System and 

23 the Bureau of Consumer Financial Protection shall serve 

24 in that position until the confirmation of an Inspector Gen25 eral for the Consumer Law Enforcement Agency. At that 


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1 time, the Inspector General of the Board of Governors of 

2 the Federal Reserve System and the Bureau of Consumer 

3 Financial Protection shall become the Inspector General of 

4 the Board of Governors of the Federal Reserve System. 

5 SEC. 715. PRIVATE PARTIES AUTHORIZED TO COMPEL THE 

6 AGENCY TO SEEK SANCTIONS BY FILING 

7 CIVIL ACTIONS; ADJUDICATIONS DEEMED AC8 TIONS. 

9 Section 1053 of the Consumer Financial Protection 

10 Act of 2010 (12 U.S.C. 5563) is amended by adding at the 

11 end the following: 

12 ‘‘(f) PRIVATE PARTIES AUTHORIZED TO COMPEL THE

13 AGENCY TO SEEK SANCTIONS BY FILING CIVIL ACTIONS.— 

14 ‘‘(1) TERMINATION OF ADMINISTRATIVE PRO15 CEEDING.—In the case of any person who is a party 

16 to a proceeding brought by the Agency under this sec17 tion, to which chapter 5 of title 5, United States 

18 Code, applies, and against whom an order imposing 

19 a cease and desist order or a penalty may be issued 

20 at the conclusion of the proceeding, that person may, 

21 not later than 20 days after receiving notice of such 

22 proceeding, and at that person’s discretion, require 

23 the Agency to terminate the proceeding. 

24 ‘‘(2) CIVIL ACTION AUTHORIZED.—If a person 

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1 ant to paragraph (1), the Agency may bring a civil 

2 action against that person for the same remedy that 

3 might be imposed. 

4 ‘‘(g) ADJUDICATIONS DEEMED ACTIONS.—Any admin5 istrative adjudication commenced under this section shall 

6 be deemed an ‘action’ for purposes of section 1054(g).’’. 

7 SEC. 716. CIVIL INVESTIGATIVE DEMANDS TO BE APPEALED 

8 TO COURTS. 

9 Section 1052 of the Consumer Financial Protection 

10 Act of 2010 (12 U.S.C. 5562) is amended— 

11 (1) in subsection (c)— 

12 (A) in paragraph (2), by inserting after 

13 ‘‘shall state’’ the following: ‘‘with specificity’’; 

14 and 

15 (B) by adding at the end the following: 

16 ‘‘(14) MEETING REQUIREMENT.—The recipient of 

17 a civil investigative demand shall meet and confer 

18 with an Agency investigator within 30 calendar days 

19 after receipt of the demand to discuss and attempt to 

20 resolve all issues regarding compliance with the civil 

21 investigative demand, unless the Agency grants an ex22 tension requested by such recipient.’’; 

23 (2) in subsection (f)— 

24 (A) by amending paragraph (1) to read as 

25 follows: 


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1 ‘‘(1) IN GENERAL.—Not later than 45 days after 

2 the service of any civil investigative demand upon 

3 any person under subsection (c), or at any time before 

4 the return date specified in the demand, whichever pe5 riod is shorter, or within such period exceeding 45 

6 days after service or in excess of such return date as 

7 may be prescribed in writing, subsequent to service, 

8 by any Agency investigator named in the demand, 

9 such person may file, in the district court of the 

10 United States for any judicial district in which such 

11 person resides, is found, or transacts business, a peti12 tion for an order modifying or setting aside the de13 mand.’’; and 

14 (B) in paragraph (2), by striking ‘‘at the 

15 Bureau’’; and 

16 (3) in subsection (h)— 

17 (A) by striking ‘‘(1) IN GENERAL.—’’; and 

18 (B) by striking paragraph (2). 

19 SEC. 717. AGENCY DUAL MANDATE AND ECONOMIC ANAL20 YSIS. 

21 (a) PURPOSE.—Section 1021(a) of the Consumer Fi22 nancial Protection Act of 2010 (12 U.S.C. 5511(a)) is 

23 amended by adding at the end the following: ‘‘In addition, 

24 the Director shall seek to implement and, where applicable, 

25 enforce Federal consumer financial law consistently for the 


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1 purpose of strengthening participation in markets by cov2 ered persons, without Government interference or subsidies, 

3 to increase competition and enhance consumer choice.’’. 

4 (b) OFFICE OF ECONOMIC ANALYSIS.— 

5 (1) IN GENERAL.—Section 1013 of the Consumer 

6 Financial Protection Act of 2010 (12 U.S.C. 5493) is 

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, establish 

12 an Office of Economic Analysis. 

13 ‘‘(2) DIRECT REPORTING.—The head of the Office 

14 of Economic Analysis shall report directly to the Di15 rector. 

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 of the Agency; 

21 ‘‘(B) assess the impact of such rules and 

22 regulations on consumer choice, price, and access 

23 to credit products; and 

24 ‘‘(C) publish a report on such reviews and 

25 assessments in the Federal Register. 


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1 ‘‘(4) MEASURING EXISTING RULES AND REGULA2 TIONS.—The Office of Economic Analysis shall— 

3 ‘‘(A) review each rule and regulation issued 

4 by the Commission after 1, 2, 6, and 11 years; 

5 ‘‘(B) measure the rule or regulation’s suc6 cess in solving the problem that the rule or regu7 lation was intended to solve when issued; and 

8 ‘‘(C) publish a report on such review and 

9 measurement in the Federal Register. 

10 ‘‘(5) COST-BENEFIT ANALYSIS RELATED TO AD11 MINISTRATIVE ENFORCEMENT AND CIVIL ACTIONS.— 

12 The Office of Economic Analysis shall— 

13 ‘‘(A) carry out a cost-benefit analysis of 

14 any proposed administrative enforcement action, 

15 civil lawsuit, or consent order of the Agency; and 

16 ‘‘(B) assess the impact of such complaint, 

17 lawsuit, or order on consumer choice, price, and 

18 access to credit products.’’. 

19 (2) CONSIDERATION OF REVIEW AND ASSESS20 MENT; RULEMAKING REQUIREMENTS.—Section 

21 1022(b) of the Consumer Financial Protection Act of 

22 2010 (12 U.S.C. 5512(b)) is amended by adding at 

23 the end the following: 

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1 fore issuing any rule or regulation, the Director shall 

2 consider the review and assessment of such rule or 

3 regulation carried out by the Office of Economic 

4 Analysis. 

5 ‘‘(6) IDENTIFICATION OF PROBLEMS AND

6 METRICS FOR JUDGING SUCCESS.— 

7 ‘‘(A) IN GENERAL.—The Director shall, in 

8 each proposed rulemaking of the Agency— 

9 ‘‘(i) identify the problem that the par10 ticular rule or regulations is seeking to 

11 solve; and 

12 ‘‘(ii) specify the metrics by which the 

13 Agency will measure the success of the rule 

14 or regulation in solving such problem. 

15 ‘‘(B) REQUIRED METRICS.—The metrics 

16 specified under subparagraph (A)(ii) shall in17 clude a measurement of changes to consumer ac18 cess to, and cost of, consumer financial products 

19 and services.’’. 

20 (3) CONSIDERATION OF COST-BENEFIT REVIEW

21 RELATED TO ADMINISTRATIVE ACTIONS.—The Dodd22 Frank Wall Street Reform and Consumer Protection 

23 Act (12 U.S.C. 5301 et seq.) is amended— 

24 (A) in subtitle E of title X, by adding at the 

25 end the following: 


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1 ‘‘SEC. 1059. CONSIDERATION OF COST-BENEFIT ANALYSIS 

2 RELATED TO ADMINISTRATIVE ENFORCE3 MENT AND CIVIL ACTIONS. 

4 ‘‘Before initiating any administrative enforcement ac5 tion or civil lawsuit or entering into a consent order, the 

6 Director shall consider the cost-benefit analysis of such ac7 tion, lawsuit, or order carried out by the Office of Economic 

8 Analysis.’’; and 

9 (B) in the table of contents under section 

10 1(b), by inserting after the item relating to sec11 tion 1058 the following: 

‘‘Sec. 1059. Consideration of cost-benefit analysis related to administrative enforcement and civil actions.’’. 

12 (c) AVOIDANCE OF DUPLICATIVE OR UNNECESSARY

13 ANALYSES.—The Consumer Law Enforcement Agency may 

14 perform any of the analyses required by the amendments 

15 made by this section in conjunction with, or as part of, 

16 any other agenda or analysis required by any other provi17 sion of law, if such other agenda or analysis satisfies the 

18 provisions of this section. 

19 SEC. 718. NO DEFERENCE TO AGENCY INTERPRETATION. 

20 The Consumer Financial Protection Act of 2010 (12 

21 U.S.C. 5481 et seq.) is amended— 

22 (1) in section 1022(b)(4)— 

23 (A) by striking ‘‘(A) IN GENERAL.—’’; and 

24 (B) by striking subparagraph (B); and 


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1 (2) in section 1061(b)(5)(E)— 

2 (A) by striking ‘‘affords to the—’’ and all 

3 that follows through ‘‘(i) Federal Trade Commis4 sion’’ and inserting ‘‘affords to the Federal 

5 Trade Commission’’; 

6 (B) by striking ‘‘; or’’ and inserting a pe7 riod; and 

8 (C) by striking clause (ii). 

9 Subtitle B—Administrative 

10 Enhancements 

11 SEC. 721. ADVISORY OPINIONS. 

12 Section 1022(b) of the Consumer Financial Protection 

13 Act of 2010 (12 U.S.C. 5512(b)), as amended by section 

14 717, is further amended by adding at the end the following: 

15 ‘‘(7) ADVISORY OPINIONS.— 

16 ‘‘(A) ESTABLISHING PROCEDURES.— 

17 ‘‘(i) IN GENERAL.—The Director shall 

18 establish a procedure and, as necessary, 

19 promulgate rules to provide written opin20 ions in response to inquiries concerning the 

21 conformance of specific conduct with Fed22 eral consumer financial law. In establishing 

23 the procedure, the Director shall consult 

24 with the prudential regulators and such 

25 other Federal departments and agencies as 


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1 the Director determines appropriate, and 

2 obtain the views of all interested persons 

3 through a public notice and comment pe4 riod. 

5 ‘‘(ii) SCOPE OF REQUEST.—A request 

6 for an opinion under this paragraph must 

7 relate to specific proposed or prospective 

8 conduct by a covered person contemplating 

9 the proposed or prospective conduct. 

10 ‘‘(iii) SUBMISSION.—A request for an 

11 opinion under this paragraph may be sub12 mitted to the Director either by or on behalf 

13 of a covered person. 

14 ‘‘(iv) RIGHT TO WITHDRAW INQUIRY.— 

15 Any inquiry under this paragraph may be 

16 withdrawn at any time prior to the Direc17 tor issuing an opinion in response to such 

18 inquiry, and any opinion based on an in19 quiry that has been withdrawn shall have 

20 no force or effect. 

21 ‘‘(B) ISSUANCE OF OPINIONS.— 

22 ‘‘(i) IN GENERAL.—The Director shall, 

23 within 90 days of receiving the request for 

24 an opinion under this paragraph, either— 


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1 ‘‘(I) issue an opinion stating 

2 whether the described conduct would 

3 violate Federal consumer financial 

4 law; 

5 ‘‘(II) if permissible under clause 

6 (iii), deny the request; or 

7 ‘‘(III) explain why it is not fea8 sible to issue an opinion. 

9 ‘‘(ii) EXTENSION.—Notwithstanding 

10 clause (i), if the Director determines that 

11 the Agency requires additional time to issue 

12 an opinion, the Director may make a single 

13 extension of the deadline of 90 days or less. 

14 ‘‘(iii) DENIAL OF REQUESTS.—The Di15 rector shall not issue an opinion, and shall 

16 so inform the requestor, if the request for an 

17 opinion— 

18 ‘‘(I) asks a general question of in19 terpretation; 

20 ‘‘(II) asks about a hypothetical 

21 situation; 

22 ‘‘(III) asks about the conduct of 

23 someone other than the covered person 

24 on whose behalf the request is made; 


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1 ‘‘(IV) asks about past conduct 

2 that the covered person on whose behalf 

3 the request is made does not plan to 

4 continue in the future; or 

5 ‘‘(V) fails to provide necessary 

6 supporting information requested by 

7 the Agency within a reasonable time 

8 established by the Agency. 

9 ‘‘(iv) AMENDMENT AND REVOCATION.— 

10 An advisory opinion issued under this 

11 paragraph may be amended or revoked at 

12 any time. 

13 ‘‘(v) PUBLIC DISCLOSURE.—An opin14 ion rendered pursuant to this paragraph 

15 shall be placed in the Agency’s public record 

16 90 days after the requesting party has re17 ceived the advice, subject to any limitations 

18 on public disclosure arising from statutory 

19 restrictions, Agency regulations, or the pub20 lic interest. The Agency shall redact any 

21 personal, confidential, or identifying infor22 mation about the covered person or any 

23 other persons mentioned in the advisory 

24 opinion, unless the covered person consents 

25 to such disclosure. 


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1 ‘‘(vi) REPORT TO CONGRESS.—The 

2 Agency shall, concurrent with the semi-an3 nual report required under section 1016(b), 

4 submit information regarding the number of 

5 requests for an advisory opinion received, 

6 the subject of each request, the number of re7 quests denied pursuant to clause (iii), and 

8 the time needed to respond to each request. 

9 ‘‘(C) RELIANCE ON OPINION.—Any person 

10 may rely on an opinion issued by the Director 

11 pursuant to this paragraph that has not been 

12 amended or withdrawn. No liability under Fed13 eral consumer financial law shall attach to con14 duct consistent with an advisory opinion that 

15 had not been amended or withdrawn at the time 

16 the conduct was undertaken. 

17 ‘‘(D) CONFIDENTIALITY.—Any document or 

18 other material that is received by the Agency or 

19 any other Federal department or agency in con20 nection with an inquiry under this paragraph 

21 shall be exempt from disclosure under section 

22 552 of title 5, United States Code (commonly re23 ferred to as the ‘Freedom of Information Act’) 

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1 licly available, regardless of whether the Director 

2 responds to such inquiry or the covered person 

3 withdraws such inquiry before receiving an opin4 ion. 

5 ‘‘(E) ASSISTANCE FOR SMALL BUSI6 NESSES.— 

7 ‘‘(i) IN GENERAL.—The Agency shall 

8 assist, to the maximum extent practicable, 

9 small businesses in preparing inquiries 

10 under this paragraph. 

11 ‘‘(ii) SMALL BUSINESS DEFINED.—For 

12 purposes of this subparagraph, the term 

13 ‘small business’ has the meaning given the 

14 term ‘small business concern’ under section 

15 3 of the Small Business Act (15 U.S.C. 

16 632). 

17 ‘‘(F) INQUIRY FEE.— 

18 ‘‘(i) IN GENERAL.—The Director shall 

19 develop a system to charge a fee for each in20 quiry made under this paragraph in an 

21 amount sufficient, in the aggregate, to pay 

22 for the cost of carrying out this paragraph. 

23 ‘‘(ii) NOTICE AND COMMENT.—Not 

24 later than 45 days after the date of the en25 actment of this paragraph, the Director 


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1 shall publish a description of the fee system 

2 described in clause (i) in the Federal Reg3 ister and shall solicit comments from the 

4 public for a period of 60 days after publica5 tion. 

6 ‘‘(iii) FINALIZATION.—The Director 

7 shall publish a final description of the fee 

8 system and implement such fee system not 

9 later than 30 days after the end of the pub10 lic comment period described in clause 

11 (ii).’’. 

12 SEC. 722. REFORM OF CONSUMER FINANCIAL CIVIL PEN13 ALTY FUND. 

14 (a) SEGREGATED ACCOUNTS.—Section 1017(b) of the 

15 Consumer Financial Protection Act of 2010, as redesignated 

16 by section 713, is amended by redesignating paragraph (2) 

17 as paragraph (3), and by inserting after paragraph (1) the 

18 following new paragraph: 

19 ‘‘(2) SEGREGATED ACCOUNTS IN CIVIL PENALTY

20 FUND.— 

21 ‘‘(A) IN GENERAL.—The Agency shall estab22 lish and maintain a segregated account in the 

23 Civil Penalty Fund each time the Agency obtains 

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1 cial or administrative action under Federal con2 sumer financial laws. 

3 ‘‘(B) DEPOSITS IN SEGREGATED AC4 COUNTS.—The Agency shall deposit each civil 

5 penalty collected into the segregated account es6 tablished for such penalty under subparagraph 

7 (A).’’. 

8 (b) PAYMENT TO VICTIMS.—Paragraph (3) of section 

9 1017(b) of such Act, as redesignated by subsection (a), is 

10 amended to read as follows: 

11 ‘‘(3) PAYMENT TO VICTIMS.— 

12 ‘‘(A) IN GENERAL.— 

13 ‘‘(i) IDENTIFICATION OF CLASS.—Not 

14 later than 60 days after the date of deposit 

15 of amounts in a segregated account in the 

16 Civil Penalty Fund, the Agency shall iden17 tify the class of victims of the violation of 

18 Federal consumer financial laws for which 

19 such amounts were collected and deposited 

20 under paragraph (2). 

21 ‘‘(ii) PAYMENTS.—The Agency, within 

22 2 years after the date on which such class 

23 of victims is identified, shall locate and 

24 make payments from such amounts to each 

25 victim. 


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1 ‘‘(B) FUNDS DEPOSITED IN TREASURY.— 

2 ‘‘(i) IN GENERAL.—The Agency shall 

3 deposit into the general fund of the Treas4 ury any amounts remaining in a segregated 

5 account in the Civil Penalty Fund at the 

6 end of the 2-year period for payments to 

7 victims under subparagraph (A). 

8 ‘‘(ii) IMPOSSIBLE OR IMPRACTICAL

9 PAYMENTS.—If the Agency determines before 

10 the end of the 2-year period for payments to 

11 victims under subparagraph (A) that such 

12 victims cannot be located or payments to 

13 such victims are otherwise not practicable, 

14 the Agency shall deposit into the general 

15 fund of the Treasury the amounts in the 

16 segregated account in the Civil Penalty 

17 Fund.’’. 

18 (c) EFFECTIVE DATE.— 

19 (1) IN GENERAL.—The amendments made by 

20 this section shall apply with respect to civil penalties 

21 collected after the date of enactment of this Act. 

22 (2) AMOUNTS IN CONSUMER FINANCIAL CIVIL

23 PENALTY FUND ON DATE OF ENACTMENT.—With re24 spect to amounts in the Consumer Financial Civil 

25 Penalty Fund on the date of enactment of this Act 


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1 that were not allocated for consumer education and 

2 financial literacy programs on or before September 

3 30, 2015, the Consumer Law Enforcement Agency 

4 shall separate such amounts into segregated accounts 

5 in accordance with, and for purposes of, section 

6 1017(d) of the Consumer Financial Protection Act of 

7 2010, as amended by this section. The date of deposit 

8 of such amounts shall be deemed to be the date of en9 actment of this Act. 

10 SEC. 723. AGENCY PAY FAIRNESS. 

11 (a) IN GENERAL.—Section 1013(a)(2) of the Consumer 

12 Financial Protection Act of 2010 (12 U.S.C. 5493(a)(2)) 

13 is amended to read as follows: 

14 ‘‘(2) COMPENSATION.—The rates of basic pay for 

15 all employees of the Agency shall be set and adjusted 

16 by the Director in accordance with the General Sched17 ule set forth in section 5332 of title 5, United States 

18 Code.’’. 

19 (b) EFFECTIVE DATE.—The amendment made by sub20 section (a) shall apply to service by an employee of the Con21 sumer Law Enforcement Agency following the 90-day pe22 riod beginning on the date of enactment of this Act. 


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1 SEC. 724. ELIMINATION OF MARKET MONITORING FUNC2 TIONS. 

3 The Consumer Financial Protection Act of 2010 (12 

4 U.S.C. 5481 et seq.) is amended— 

5 (1) in section 1021(c)— 

6 (A) by striking paragraph (3); and 

7 (B) by redesignating paragraphs (4), (5), 

8 and (6) as paragraphs (3), (4), and (5), respec9 tively; 

10 (2) in section 1022, by striking subsection (c); 

11 and 

12 (3) in section 1026(b), by striking ‘‘, and to as13 sess and detect risks to consumers and consumer fi14 nancial markets’’. 

15 SEC. 725. REFORMS TO MANDATORY FUNCTIONAL UNITS. 

16 The Consumer Financial Protection Act of 2010 (12 

17 U.S.C. 5481 et seq.) is amended— 

18 (1) in section 1013— 

19 (A) in subsection (b)— 

20 (i) in paragraph (1), by striking ‘‘shall 

21 establish’’ and inserting ‘‘may establish’’; 

22 (ii) in paragraph (2), by striking 

23 ‘‘shall establish’’ and inserting ‘‘may estab24 lish’’; and 

25 (iii) paragraph (3)(D)— 


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1 (I) by striking ‘‘To facilitate 

2 preparation of the reports required 

3 under subparagraph (C), supervision 

4 and enforcement activities, and moni5 toring of the market for consumer fi6 nancial products and services, the’’ 

7 and inserting ‘‘The’’; and 

8 (II) by adding at the end the fol9 lowing: ‘‘Information collected under 

10 this paragraph may not be made pub11 licly available.’’; 

12 (B) in subsection (c)— 

13 (i) in paragraph (1), by striking ‘‘shall 

14 establish’’ and inserting ‘‘may establish’’; 

15 and 

16 (ii) in paragraph (3), by striking 

17 ‘‘There is established the’’ and inserting ‘‘At 

18 any time when the Office of Fair Lending 

19 and Equal Opportunity exists within the 

20 Agency, there shall be a’’; 

21 (C) in subsection (d)— 

22 (i) in paragraph (1), by striking ‘‘shall 

23 establish’’ and inserting ‘‘may establish’’; 

24 (ii) in paragraph (3)— 


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1 (I) in subparagraph (A), by in2 serting ‘‘, if such Office exists within 

3 the Agency,’’ after ‘‘Community Affairs 

4 Office’’; and 

5 (II) in subparagraph (B), by 

6 striking ‘‘established by the Director’’ 

7 and inserting ‘‘, if established by the 

8 Director,’’; and 

9 (iii) in paragraph (4), by striking 

10 ‘‘Not later than 24 months after the des11 ignated transfer date, and annually there12 after,’’ and inserting ‘‘Annually, at any 

13 time when the Office of Financial Edu14 cation exists within the Agency,’’; 

15 (D) in subsection (e)(1), by striking ‘‘shall 

16 establish’’ and inserting ‘‘may establish’’; 

17 (E) by striking subsection (f); 

18 (F) by redesignating subsections (g) and (h) 

19 as subsections (f) and (g), respectively; and 

20 (G) in subsection (f), as so redesignated— 

21 (i) in paragraph (1)— 

22 (I) by striking ‘‘Before the end of 

23 the 180-day period beginning on the 

24 designated transfer date, the Director 


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1 shall’’ and inserting ‘‘The Director 

2 may’’; and 

3 (II) by striking ‘‘on protection 

4 from unfair, deceptive, and abusive 

5 practices and’’; 

6 (ii) in paragraph (2), by striking ‘‘The 

7 Office’’ and inserting ‘‘At any time when 

8 the Office of Financial Protection for Older 

9 Americans exists within the Agency, the Of10 fice’’; and 

11 (iii) in paragraph (3)— 

12 (I) in subparagraph (A)— 

13 (aa) by striking clause (i); 

14 (bb) by redesignating clauses 

15 (ii) and (iii) as clauses (i) and 

16 (ii), respectively; and 

17 (cc) in clause (ii), as so re18 designated, by striking ‘‘to re19 spond to consumer problems 

20 caused by unfair, deceptive, or 

21 abusive practices’’; 

22 (II) in subparagraph (B), by 

23 striking ‘‘and alert the Commission 

24 and State regulators of certifications or 


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1 designations that are identified as un2 fair, deceptive, or abusive’’; and 

3 (III) in subparagraph (D)— 

4 (aa) by striking clause (i); 

5 and 

6 (bb) by redesignating clauses 

7 (ii) and (iii) as clauses (i) and 

8 (ii), respectively; 

9 (2) in section 1029(e), by inserting after ‘‘Af10 fairs,’’ the following: ‘‘if established under this title,’’; 

11 and 

12 (3) in section 1035— 

13 (A) in subsection (a), by striking ‘‘shall des14 ignate’’ and inserting ‘‘may designate’’; and 

15 (B) in subsection (b), by striking ‘‘The Sec16 retary’’ and inserting ‘‘If the Secretary des17 ignates the Ombudsman under subsection (a), the 

18 Secretary’’. 

19 SEC. 726. REPEAL OF MANDATORY ADVISORY BOARD. 

20 (a) IN GENERAL.—Section 1014 of the Consumer Fi21 nancial Protection Act of 2010 (12 U.S.C. 5494) is repealed. 

22 (b) CLERICAL AMENDMENT.—The table of contents in 

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

24 Consumer Protection Act is amended by striking the item 

25 relation to section 1014. 


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1 (c) RULE OF CONSTRUCTION.—Nothing in this section 

2 may be construed as limiting the authority of the Director 

3 of the Consumer Law Enforcement Agency to establish advi4 sory committees pursuant to the Federal Advisory Com5 mittee Act. 

6 SEC. 727. ELIMINATION OF SUPERVISION AUTHORITY. 

7 (a) IN GENERAL.—The Consumer Financial Protec8 tion Act of 2010 (12 U.S.C. 5481 et seq.) is amended— 

9 (1) in section 1002(15)(B)(ii)(I), by striking 

10 ‘‘examination or’’; 

11 (2) in section 1013(a)(1)(B), by striking ‘‘com12 pliance examiners, compliance supervision analysts,’’; 

13 (3) in section 1016(c)— 

14 (A) in paragraph (5), by striking ‘‘super15 visory and’’; and 

16 (B) in paragraph (6), by striking ‘‘orders, 

17 and supervisory actions’’ and inserting ‘‘and or18 ders’’; 

19 (4) in section 1024— 

20 (A) in the heading, by striking ‘‘SUPER21 VISION OF’’ and inserting ‘‘AUTHORITY WITH

22 RESPECT TO CERTAIN’’; 

23 (B) in subsection (a)— 

24 (i) in paragraph (1)(B), by striking 

25 ‘‘as defined by rule in accordance with 


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1 paragraph (2)’’ and inserting ‘‘as of the 

2 date of the enactment of the Financial 

3 CHOICE Act of 2017’’; 

4 (ii) by striking paragraph (2); 

5 (iii) by redesignating paragraph (3) as 

6 paragraph (2); and 

7 (iv) in subparagraph (A) of paragraph 

8 (2), as so redesignated, by striking ‘‘1025(a) 

9 or’’; 

10 (C) by striking subsection (b); 

11 (D) by redesignating subsections (c), (d), 

12 (e), and (f) as subsections (b), (c), (d), and (e), 

13 respectively; 

14 (E) in subsection (c), as so redesignated— 

15 (i) in the heading, by striking ‘‘AND

16 EXAMINATION AUTHORITY’’; and 

17 (ii) by striking ‘‘, conduct examina18 tions,’’ each place such term appears; 

19 (F) in subsection (d), as so redesignated— 

20 (i) by inserting ‘‘rulemaking and en21 forcement, but not supervisory,’’ before ‘‘au22 thority of the Bureau’’; and 

23 (ii) by striking ‘‘conducting any exam24 ination or requiring any report from a 

25 service provider subject to this subsection’’ 


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1 and inserting ‘‘carrying out any authority 

2 pursuant to this subsection with respect to 

3 a service provider’’; 

4 (5) by striking section 1025; 

5 (6) in section 1026— 

6 (A) by amending subsection (a) to read as 

7 follows: 

8 ‘‘(a) SCOPE OF COVERAGE.—This section shall apply 

9 to any covered person that is an insured depository institu10 tion or an insured credit union.’’; 

11 (B) in subsection (b)(3), by striking ‘‘report 

12 of examination or related’’; 

13 (C) by striking subsection (c); 

14 (D) by redesignating subsections (d) and (e) 

15 as subsections (c) and (d), respectively; and 

16 (E) in subsection (d), as so redesignated— 

17 (i) by striking ‘‘section 1025’’ and in18 serting ‘‘this section’’; and 

19 (ii) by striking ‘‘When conducting any 

20 examination or requiring any report from a 

21 service provider subject to this subsection’’ 

22 and inserting ‘‘In carrying out any author23 ity pursuant to this subsection with respect 

24 to a service provider’’; 

25 (7) in section 1027— 


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1 (A) by striking ‘‘supervisory,’’ each place 

2 such term appears; 

3 (B) in subsection (e)(1), by striking ‘‘super4 visory or’’; and 

5 (C) in subsection (p), by striking ‘‘section 

6 1024(c)(1)’’ and inserting ‘‘section 1024(b)(1)’’; 

7 (8) in section 1034— 

8 (A) by striking subsections (b) and (c); and 

9 (B) by redesignating subsection (d) as sub10 section (b); 

11 (9) in section 1053— 

12 (A) in subsection (b)(1)(A), by striking 

13 ‘‘sections 1024, 1025, and 1026’’ and inserting 

14 ‘‘sections 1024 and 1026’’; and 

15 (B) in subsection (c)(3)(B)(ii)(II), by strik16 ing ‘‘, by examination or otherwise,’’; 

17 (10) in section 1054(a), by striking ‘‘sections 

18 1024, 1025, and 1026’’ and inserting ‘‘sections 1024 

19 and 1026’’; 

20 (11) in section 1061— 

21 (A) in subsection (a)(1)— 

22 (i) in subparagraph (A), by striking ‘‘; 

23 and’’ at the end and inserting a period; and 

24 (ii) by striking subparagraph (B); and 

25 (B) in subsection (c)— 


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1 (i) by amending paragraph (1) to read 

2 as follows: 

3 ‘‘(1) EXAMINATION.—A transferor agency that is 

4 a prudential regulator shall have exclusive authority 

5 (relative to the Bureau) to require reports from and 

6 conduct examinations for compliance with Federal 

7 consumer financial laws with respect to a person de8 scribed in section 1026(a).’’; 

9 (ii) in paragraph (2)— 

10 (I) by striking subparagraph (A); 

11 and 

12 (II) by redesignating subpara13 graphs (B) and (C) as subparagraphs 

14 (A) and (B), respectively; 

15 (12) in section 1063, by striking ‘‘sections 1024, 

16 1025, and 1026’’ each place such term appears and 

17 inserting ‘‘sections 1024 and 1026’’; and 

18 (13) in section 1067, by striking subsection (e). 

19 (b) HOME MORTGAGE DISCLOSURE ACT OF 1975.— 

20 Section 305(d) of the Home Mortgage Disclosure Act of 1975 

21 (12 U.S.C. 2804(d)) is amended by striking ‘‘examine and’’. 

22 (c) OMNIBUS APPROPRIATIONS ACT, 2009.—Section 

23 626 of the Omnibus Appropriations Act, 2009 (15 U.S.C. 

24 1638 note) is repealed. 


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1 (d) CLERICAL AMENDMENT.—The table of contents in 

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

3 Consumer Protection Act is amended— 

4 (1) in the item relating to section 1024, by strik5 ing ‘‘SUPERVISION OF’’ and inserting ‘‘AUTHOR6 ITY WITH RESPECT TO CERTAIN’’; and 

7 (2) by striking the item relating to section 1025. 

8 SEC. 728. TRANSFER OF OLD OTS BUILDING FROM OCC TO 

9 GSA. 

10 Not later than 180 days after the date of enactment 

11 of this Act, the Comptroller of the Currency shall transfer 

12 administrative jurisdiction over the Federal property lo13 cated at 1700 G Street, Northwest, in the District of Colum14 bia to the Administrator of General Services. 

15 SEC. 729. LIMITATION ON AGENCY AUTHORITY. 

16 Section 1027 of the Consumer Financial Protection 

17 Act of 2010 (12 U.S.C. 5517) is amended— 

18 (1) in subsection (g)(3)(A), by striking ‘‘may not 

19 exercise any rulemaking or enforcement authority’’ 

20 and inserting ‘‘may not exercise any rulemaking, en21 forcement, or other authority’’; 

22 (2) in subsection (i)(1), by striking ‘‘shall have 

23 no authority to exercise any power to enforce this 

24 title’’ and inserting ‘‘may not exercise any rule25 making, enforcement, or other authority’’; and 


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1 (3) in subsection (j)(1), by striking ‘‘shall have 

2 no authority to exercise any power to enforce this 

3 title’’ and inserting ‘‘may not exercise any rule4 making, enforcement, or other authority’’. 

5 Subtitle C—Policy Enhancements 

6 SEC. 731. CONSUMER RIGHT TO FINANCIAL PRIVACY. 

7 (a) REQUIREMENT OF THE AGENCY TO OBTAIN PER8 MISSION BEFORE COLLECTING NONPUBLIC PERSONAL IN9 FORMATION.—Section 1022 of the Consumer Financial Pro10 tection Act of 2010 (12 U.S.C. 5512), as amended by section 

11 724(3), is further amended by inserting after subsection (b) 

12 the following: 

13 ‘‘(c) CONSUMER PRIVACY.— 

14 ‘‘(1) IN GENERAL.—The Agency may not request, 

15 obtain, access, collect, use, retain, or disclose any non16 public personal information about a consumer un17 less— 

18 ‘‘(A) the Agency clearly and conspicuously 

19 discloses to the consumer, in writing or in an 

20 electronic form, what information will be re21 quested, obtained, accessed, collected, used, re22 tained, or disclosed; and 

23 ‘‘(B) before such information is requested, 

24 obtained, accessed, collected, used, retained, or 

25 disclosed, the consumer informs the Agency that 


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1 such information may be requested, obtained, 

2 accessed, collected, used, retained, or disclosed. 

3 ‘‘(2) APPLICATION OF REQUIREMENT TO CON4 TRACTORS OF THE AGENCY.—Paragraph (1) shall 

5 apply to any person directed or engaged by the Agen6 cy to collect information to the extent such informa7 tion is being collected on behalf of the Agency. 

8 ‘‘(3) DEFINITION OF NONPUBLIC PERSONAL IN9 FORMATION.—In this subsection, the term ‘nonpublic 

10 personal information’ has the meaning given the term 

11 in section 509 of the Gramm-Leach-Bliley Act (15 

12 U.S.C. 6809).’’. 

13 (b) REMOVAL OF EXEMPTION FOR THE AGENCY FROM

14 THE RIGHT TO FINANCIAL PRIVACY ACT.—Section 1113 of 

15 the Right to Financial Privacy Act of 1978 (12 U.S.C. 

16 3413) is amended by striking subsection (r). 

17 SEC. 732. REPEAL OF COUNCIL AUTHORITY TO SET ASIDE 

18 AGENCY RULES AND REQUIREMENT OF SAFE19 TY AND SOUNDNESS CONSIDERATIONS WHEN 

20 ISSUING RULES. 

21 (a) REPEAL OF AUTHORITY.— 

22 (1) IN GENERAL.—Section 1023 of the Consumer 

23 Financial Protection Act of 2010 (12 U.S.C. 5513) is 

24 hereby repealed. 


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1 (2) CONFORMING AMENDMENT.—Section 

2 1022(b)(2)(C) of the Consumer Financial Protection 

3 Act of 2010 (12 U.S.C. 5512(b)(2)(C)) is amended by 

4 striking ‘‘, except that nothing in this clause shall be 

5 construed as altering or limiting the procedures under 

6 section 1023 that may apply to any rule prescribed 

7 by the Bureau’’. 

8 (3) CLERICAL AMENDMENT.—The table of con9 tents under section 1(b) of the Dodd-Frank Wall 

10 Street Reform and Consumer Protection Act is 

11 amended by striking the item relating to section 1023. 

12 (b) SAFETY AND SOUNDNESS CHECK.—Section 

13 1022(b)(2)(A) of the Consumer Financial Protection Act of 

14 2010 (12 U.S.C. 5512(b)(2)(A)) is amended— 

15 (1) in clause (i), by striking ‘‘and’’ at the end; 

16 (2) in clause (ii), by adding ‘‘and’’ at the end; 

17 and 

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

19 ‘‘(iii) the impact of such rule on the fi20 nancial safety or soundness of an insured 

21 depository institution;’’. 

22 SEC. 733. REMOVAL OF AUTHORITY TO REGULATE SMALL23 DOLLAR CREDIT. 

24 The Consumer Financial Protection Act of 2010 (12 

25 U.S.C. 5481 et seq.) is amended— 


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1 (1) in section 1024(a)(1)— 

2 (A) in subparagraph (C), by adding ‘‘or’’ at 

3 the end; 

4 (B) in subparagraph (D), by striking ‘‘; or’’ 

5 and inserting a period; and 

6 (C) by striking subparagraph (E); and 

7 (2) in section 1027, by adding at the end the fol8 lowing: 

9 ‘‘(t) NO AUTHORITY TO REGULATE SMALL-DOLLAR

10 CREDIT.—The Agency may not exercise any rulemaking, 

11 enforcement, or other authority with respect to payday 

12 loans, vehicle title loans, or other similar loans.’’. 

13 SEC. 734. REFORMING INDIRECT AUTO FINANCING GUID14 ANCE. 

15 (a) NULLIFICATION OF AUTO LENDING GUIDANCE.— 

16 Bulletin 2013–02 of the Bureau of Consumer Financial 

17 Protection (published March 21, 2013) shall have no force 

18 or effect. 

19 (b) GUIDANCE REQUIREMENTS.—Section 1022(b) of 

20 the Consumer Financial Protection Act of 2010 (12 U.S.C. 

21 5512(b)), as amended by section 721, is further amended 

22 by adding at the end the following: 

23 ‘‘(8) GUIDANCE ON INDIRECT AUTO FINANC24 ING.—In proposing and issuing guidance primarily 

25 related to indirect auto financing, the Agency shall— 


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1 ‘‘(A) provide for a public notice and com2 ment period before issuing the guidance in final 

3 form; 

4 ‘‘(B) make available to the public, including 

5 on the website of the Agency, all studies, data, 

6 methodologies, analyses, and other information 

7 relied on by the Agency in preparing such guid8 ance; 

9 ‘‘(C) redact any information that is exempt 

10 from disclosure under paragraph (3), (4), (6), 

11 (7), or (8) of section 552(b) of title 5, United 

12 States Code; 

13 ‘‘(D) consult with the Board of Governors of 

14 the Federal Reserve System, the Federal Trade 

15 Commission, and the Department of Justice; and 

16 ‘‘(E) conduct a study on the costs and im17 pacts of such guidance to consumers and women18 owned, minority-owned, veteran-owned, and 

19 small businesses, including consumers and small 

20 businesses in rural areas.’’. 

21 (c) RULE OF CONSTRUCTION.—Nothing in this section 

22 shall be construed to apply to guidance issued by the Con23 sumer Law Enforcement Agency that is not primarily re24 lated to indirect auto financing. 


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1 SEC. 735. PROHIBITION OF GOVERNMENT PRICE CONTROLS 

2 FOR PAYMENT CARD TRANSACTIONS. 

3 (a) IN GENERAL.—Section 1075 of the Consumer Fi4 nancial Protection Act of 2010 is hereby repealed and the 

5 provisions of law amended by such section are revived or 

6 restored as if such section had not been enacted. 

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

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

9 and Consumer Protection Act is amended by striking the 

10 item relating to section 1075. 

11 SEC. 736. REMOVAL OF AGENCY UDAAP AUTHORITY. 

12 (a) IN GENERAL.—The Consumer Financial Protec13 tion Act of 2010 (12 U.S.C. 5481 et seq.) is amended— 

14 (1) in section 1021(b)(2), by striking ‘‘unfair, 

15 deceptive, or abusive acts and practices and’’; 

16 (2) by striking section 1031; 

17 (3) in section 1036(a)— 

18 (A) in paragraph (1)— 

19 (i) by striking ‘‘provider’’ and all that 

20 follows through ‘‘to offer’’ and inserting 

21 ‘‘provider to offer’’; 

22 (ii) by striking subparagraph (B); and 

23 (B) in paragraph (2)(C), by striking ‘‘; or’’ 

24 at the end and inserting a period; and 

25 (C) by striking paragraph (3); and 

26 (4) in section 1061(b)(5)— 


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1 (A) in subparagraph (B), by striking clause 

2 (ii); 

3 (B) by striking subparagraph (D); and 

4 (C) by redesignating subparagraph (E) (as 

5 amended by section 718(2)) as subparagraph 

6 (D); and 

7 (5) in section 1076(b)(2), by striking ‘‘deter8 mine—’’ and all that follows through ‘‘(B) provide 

9 for’’ and inserting ‘‘determine, provide for’’. 

10 (b) TELEMARKETING AND CONSUMER FRAUD AND

11 ABUSE PREVENTION ACT.—Section 3(c) of the Tele12 marketing and Consumer Fraud and Abuse Prevention Act 

13 (15 U.S.C. 6102) is amended— 

14 (1) in paragraph (1), by striking ‘‘; and’’ at the 

15 end and inserting a period; 

16 (2) by striking paragraph (2); and 

17 (3) by striking ‘‘subsection (a)—’’ and all that 

18 follows through ‘‘(1) shall’’ and inserting ‘‘subsection 

19 (a) shall’’. 

20 (c) CLERICAL AMENDMENT.—The table of contents in 

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

22 Consumer Protection Act is amended by striking the item 

23 relating to section 1031. 


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1 SEC. 737. PRESERVATION OF UDAP AUTHORITY FOR FED2 ERAL BANKING REGULATORS. 

3 (a) IN GENERAL.—Section 18(f) of the Federal Trade 

4 Commission Act (15 U.S.C. 57a(f)) is amended to read as 

5 follows: 

6 ‘‘(f) UNFAIR OR DECEPTIVE ACTS OR PRACTICES BY

7 DEPOSITORY INSTITUTIONS.— 

8 ‘‘(1) IN GENERAL.—In order to prevent unfair or 

9 deceptive acts or practices in or affecting commerce 

10 (including acts or practices which are unfair or de11 ceptive to consumers) by depository institutions, each 

12 Federal banking regulator shall prescribe regulations 

13 to carry out the purposes of this section, including 

14 regulations defining with specificity such unfair or 

15 deceptive acts or practices, and containing require16 ments prescribed for the purpose of preventing such 

17 acts or practices. 

18 ‘‘(2) PROMULGATING SUBSTANTIALLY SIMILAR

19 REGULATIONS.—Whenever the Commission prescribes 

20 a rule under subsection (a)(1)(B), then within 60 

21 days after such rule takes effect each Federal banking 

22 regulator shall promulgate substantially similar regu23 lations prohibiting acts or practices of depository in24 stitutions which are substantially similar to those 

25 prohibited by rules of the Commission and which im26 pose substantially similar requirements, unless— 


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1 ‘‘(A) the Federal banking regulator finds 

2 that such acts or practices of depository institu3 tions are not unfair or deceptive; or 

4 ‘‘(B) the Board of Governors of the Federal 

5 Reserve System finds that implementation of 

6 similar regulations with respect to depository in7 stitutions would seriously conflict with essential 

8 monetary and payments systems policies of such 

9 Board, and publishes any such finding, and the 

10 reasons therefor, in the Federal Register. 

11 ‘‘(3) ENFORCEMENT.— 

12 ‘‘(A) IN GENERAL.—Compliance with regu13 lations prescribed under this subsection shall be 

14 enforced— 

15 ‘‘(i) under section 8 of the Federal De16 posit Insurance Act, with respect to a de17 pository institution other than a Federal 

18 credit union; and 

19 ‘‘(ii) under sections 120 and 206 of the 

20 Federal Credit Union Act, with respect to a 

21 Federal credit union. 

22 ‘‘(B) DEEMING OF VIOLATION.—For the 

23 purpose of the exercise by a Federal banking reg24 ulator of the regulator’s powers under any Act 

25 referred to in subparagraph (A), a violation of 


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1 any regulation prescribed under this subsection 

2 shall be deemed to be a violation of a require3 ment imposed under that Act. 

4 ‘‘(C) ENFORCEMENT THROUGH ANY EXIST5 ING AUTHORITY.—In addition to its powers 

6 under any provision of law specifically referred 

7 to in subparagraph (A), each Federal banking 

8 regulator may exercise, for the purpose of enforc9 ing compliance with any regulation prescribed 

10 under this subsection, any other authority con11 ferred on the regulator by law. 

12 ‘‘(4) RULE OF CONSTRUCTION.—The authority of 

13 the Board of Governors of the Federal Reserve System 

14 to issue regulations under this subsection does not im15 pair the authority of any other Federal banking regu16 lator to make rules respecting the regulator’s own pro17 cedures in enforcing compliance with regulations pre18 scribed under this subsection. 

19 ‘‘(5) REPORT TO CONGRESS.—Each Federal 

20 banking regulator exercising authority under this sub21 section shall transmit to the Congress each year a de22 tailed report on its activities under this subsection 

23 during the preceding calendar year. 

24 ‘‘(6) DEFINITIONS.—For purposes of this Act: 

25 ‘‘(A) BANK.—The term ‘bank’ means— 


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1 ‘‘(i) national banks and Federal 

2 branches and Federal agencies of foreign 

3 banks; 

4 ‘‘(ii) member banks of the Federal Re5 serve System (other than national banks), 

6 branches and agencies of foreign banks 

7 (other than Federal branches, Federal agen8 cies, and insured State branches of foreign 

9 banks), commercial lending companies 

10 owned or controlled by foreign banks, and 

11 organizations operating under section 25 or 

12 25A of the Federal Reserve Act; and 

13 ‘‘(iii) banks insured by the Federal De14 posit Insurance Corporation (other than 

15 banks referred to in clause (i) or (ii) and 

16 insured State branches of foreign banks. 

17 ‘‘(B) DEPOSITORY INSTITUTION.—The term 

18 ‘depository institution’ means a bank, a savings 

19 and loan institution, or a Federal credit union. 

20 ‘‘(C) FEDERAL BANKING REGULATOR.—The 

21 term ‘Federal banking regulator’— 

22 ‘‘(i) has the meaning given the term 

23 ‘appropriate Federal banking agency’ under 

24 section 3 of the Federal Deposit Insurance 

25 Act; and 


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1 ‘‘(ii) means the National Credit Union 

2 Administration, in the case of a Federal 

3 credit union. 

4 ‘‘(D) FEDERAL CREDIT UNION.—The term 

5 ‘Federal credit union’ has the same meaning as 

6 in section 101 of the Federal Credit Union Act. 

7 ‘‘(E) SAVINGS AND LOAN INSTITUTION.— 

8 The term ‘savings and loan institution’ has the 

9 same meaning as in section 3 of the Federal De10 posit Insurance Act. 

11 ‘‘(F) OTHER TERMS.—The terms used in 

12 this paragraph that are not defined in this Act 

13 or otherwise defined in section 3(s) of the Federal 

14 Deposit Insurance Act shall have the meaning 

15 given to them in section 1(b) of the International 

16 Banking Act of 1978.’’. 

17 (b) CONFORMING AMENDMENTS.—The Federal Trade 

18 Commission Act (15 U.S.C. 41 et seq.) is amended— 

19 (1) in section 6(j)(6), by striking ‘‘section 

20 18(f)(3) (15 U.S.C. 57a(f)(3)), a Federal credit union 

21 described in section 18(f)(4) (15 U.S.C. 57a(f)(4))’’ 

22 and inserting ‘‘section 18(f), a Federal credit union 

23 described in section 18(f)’’; 

24 (2) in section 21(b)(6)(C), by striking ‘‘section 

25 18(f)(3) of the Federal Trade Commission Act (15 


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1 U.S.C. 57a(f)(3)), or a Federal credit union described 

2 in section 18(f)(4) of the Federal Trade Commission 

3 Act (15 U.S.C. 57a(f)(4))’’ and inserting ‘‘18(f), or a 

4 Federal credit union described in section 18(f)’’; 

5 (3) by striking ‘‘section 18(f)(2)’’ each place such 

6 term appears and inserting ‘‘section 18(f)’’; 

7 (4) by striking ‘‘section 18(f)(3)’’ each place such 

8 term appears and inserting ‘‘section 18(f)’’; and 

9 (5) by striking ‘‘section 18(f)(4)’’ each place such 

10 term appears and inserting ‘‘section 18(f)’’. 

11 SEC. 738. REPEAL OF AUTHORITY TO RESTRICT ARBITRA12 TION. 

13 (a) IN GENERAL.—Section 1028 of the Consumer Fi14 nancial Protection Act of 2010 (12 U.S.C. 5518) is hereby 

15 repealed. 

16 (b) 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 item relating to section 1028. 


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1 TITLE VIII—CAPITAL MARKETS 

2 IMPROVEMENTS 

3 Subtitle A—SEC Reform, 

4 Restructuring, and Accountability 

5 SEC. 801. AUTHORIZATION OF APPROPRIATIONS. 

6 Section 35 of the Securities Exchange Act of 1934 (15 

7 U.S.C. 78kk) is amended by striking paragraphs (1) 

8 through (5) and inserting the following: 

9 ‘‘(1) for fiscal year 2017, $1,555,000,000; 

10 ‘‘(2) for fiscal year 2018, $1,605,000,000; 

11 ‘‘(3) for fiscal year 2019, $1,655,000,000; 

12 ‘‘(4) for fiscal year 2020, $1,705,000,000; 

13 ‘‘(5) for fiscal year 2021, $1,755,000,000; and 

14 ‘‘(6) for fiscal year 2022, $1,805,000,000.’’. 

15 SEC. 802. REPORT ON UNOBLIGATED APPROPRIATIONS. 

16 Section 23 of the Securities Exchange Act of 1934 (15 

17 U.S.C. 78w) is amended by adding at the end the following: 

18 ‘‘(e) REPORT ON UNOBLIGATED APPROPRIATIONS.—If, 

19 at the end of any fiscal year, there remain unobligated any 

20 funds that were appropriated to the Commission for such 

21 fiscal year, the Commission shall, not later than 30 days 

22 after the last day of such fiscal year, submit to the Com23 mittee on Financial Services and the Committee on Appro24 priations of the House of Representatives and the Com25 mittee on Banking, Housing, and Urban Affairs and the 


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1 Committee on Appropriations of the Senate a report stating 

2 the amount of such unobligated funds. If there is any mate3 rial change in the amount stated in the report, the Commis4 sion shall, not later than 7 days after determining the 

5 amount of the change, submit to such committees a supple6 mentary report stating the amount of and reason for the 

7 change.’’. 

8 SEC. 803. SEC RESERVE FUND ABOLISHED. 

9 Section 4 of the Securities Exchange Act of 1934 (15 

10 U.S.C. 78d) is amended by striking subsection (i). 

11 SEC. 804. FEES TO OFFSET APPROPRIATIONS. 

12 (a) SECTION 31 OF THE SECURITIES EXCHANGE ACT

13 OF 1934.—Section 31 of the Securities Exchange Act of 

14 1934 (15 U.S.C. 78ee) is amended— 

15 (1) by striking subsection (a) and inserting the 

16 following: 

17 ‘‘(a) COLLECTION.—The Commission shall, in accord18 ance with this section, collect transaction fees and assess19 ments.’’; 

20 (2) in subsection (i)— 

21 (A) in paragraph (1)(A), by inserting ‘‘ex22 cept as provided in paragraph (2),’’ before 

23 ‘‘shall’’; and 

24 (B) by striking paragraph (2) and inserting 

25 the following: 


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1 ‘‘(2) GENERAL REVENUE.—Any fees collected for 

2 a fiscal year pursuant to this section, sections 13(e) 

3 and 14(g) of this title, and section 6(b) of the Securi4 ties Act of 1933 in excess of the amount provided in 

5 appropriation Acts for collection for such fiscal year 

6 pursuant to such sections shall be deposited and cred7 ited as general revenue of the Treasury.’’; 

8 (3) in subsection (j)— 

9 (A) by striking ‘‘the regular appropriation 

10 to the Commission by Congress for such fiscal 

11 year’’ each place it appears and inserting ‘‘the 

12 target offsetting collection amount for such fiscal 

13 year’’; and 

14 (B) in paragraph (2), by striking ‘‘sub15 section (l)’’ and inserting ‘‘subsection (l)(2)’’; 

16 and 

17 (4) by striking subsection (l) and inserting the 

18 following: 

19 ‘‘(l) DEFINITIONS.—For purposes of this section: 

20 ‘‘(1) TARGET OFFSETTING COLLECTION

21 AMOUNT.—The target offsetting collection amount for 

22 a fiscal year is— 

23 ‘‘(A) for fiscal year 2017, $1,400,000,000; 

24 and 


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1 ‘‘(B) for each succeeding fiscal year, the tar2 get offsetting collection amount for the prior fis3 cal year, adjusted by the rate of inflation. 

4 ‘‘(2) BASELINE ESTIMATE OF THE AGGREGATE

5 DOLLAR AMOUNT OF SALES.—The baseline estimate of 

6 the aggregate dollar amount of sales for any fiscal 

7 year is the baseline estimate of the aggregate dollar 

8 amount of sales of securities (other than bonds, deben9 tures, other evidences of indebtedness, security futures 

10 products, and options on securities indexes (excluding 

11 a narrow-based security index)) to be transacted on 

12 each national securities exchange and by or through 

13 any member of each national securities association 

14 (otherwise than on a national securities exchange) 

15 during such fiscal year as determined by the Commis16 sion, after consultation with the Congressional Budget 

17 Office and the Office of Management and Budget, 

18 using the methodology required for making projections 

19 pursuant to section 257 of the Balanced Budget and 

20 Emergency Deficit Control Act of 1985.’’. 

21 (b) SECTION 6(b) OF THE SECURITIES ACT OF 1933.— 

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

23 is amended— 


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1 (1) by striking ‘‘target fee collection amount’’ 

2 each place it appears and inserting ‘‘target offsetting 

3 collection amount’’; 

4 (2) in paragraph (4), by striking the last sen5 tence and inserting the following: ‘‘Subject to para6 graphs (6)(B) and (7), an adjusted rate prescribed 

7 under paragraph (2) shall take effect on the later of— 

8 ‘‘(A) the first day of the fiscal year to which 

9 such rate applies; or 

10 ‘‘(B) five days after the date on which a 

11 regular appropriation to the Commission for 

12 such fiscal year is enacted.’’; 

13 (3) in paragraph (5), by inserting ‘‘of the Secu14 rities Exchange Act of 1934’’ after ‘‘sections 13(e) and 

15 14(g)’’; 

16 (4) by redesignating paragraph (6) as para17 graph (8); 

18 (5) by inserting after paragraph (5) the fol19 lowing: 

20 ‘‘(6) OFFSETTING COLLECTIONS.—Fees collected 

21 pursuant to this subsection for any fiscal year— 

22 ‘‘(A) except as provided in section 31(i)(2) 

23 of the Securities Exchange Act of 1934, shall be 

24 deposited and credited as offsetting collections to 


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1 the account providing appropriations to the 

2 Commission; and 

3 ‘‘(B) except as provided in paragraph (7), 

4 shall not be collected for any fiscal year except 

5 to the extent provided in advance in appropria6 tion Acts. 

7 ‘‘(7) LAPSE OF APPROPRIATION.—If on the first 

8 day of a fiscal year a regular appropriation to the 

9 Commission has not been enacted, the Commission 

10 shall continue to collect fees (as offsetting collections) 

11 under this subsection at the rate in effect during the 

12 preceding fiscal year, until 5 days after the date such 

13 a regular appropriation is enacted.’’; and 

14 (6) in subparagraph (A) of paragraph (8) (as so 

15 redesignated)— 

16 (A) by striking the subparagraph heading 

17 and inserting ‘‘TARGET OFFSETTING COLLEC18 TION AMOUNT.—’’; and 

19 (B) in the heading of the right column of 

20 the table, by striking ‘‘fee’’ and inserting ‘‘off21 setting’’. 

22 (c) SECTION 13(e) OF THE SECURITIES EXCHANGE

23 ACT OF 1934.—Section 13(e) of the Securities Exchange Act 

24 of 1934 (15 U.S.C. 78m(e)) is amended— 


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1 (1) by striking paragraph (5) and inserting the 

2 following: 

3 ‘‘(5) OFFSETTING COLLECTIONS.—Fees collected 

4 pursuant to this subsection for any fiscal year— 

5 ‘‘(A) except as provided in section 31(i)(2), 

6 shall be deposited and credited as offsetting col7 lections to the account providing appropriations 

8 to the Commission; and 

9 ‘‘(B) except as provided in paragraph (8), 

10 shall not be collected for any fiscal year except 

11 to the extent provided in advance in appropria12 tions Acts.’’; and 

13 (2) by adding at the end the following: 

14 ‘‘(8) LAPSE OF APPROPRIATION.—If on the first 

15 day of a fiscal year a regular appropriation to the 

16 Commission has not been enacted, the Commission 

17 shall continue to collect fees (as offsetting collections) 

18 under this subsection at the rate in effect during the 

19 preceding fiscal year, until 5 days after the date such 

20 a regular appropriation is enacted.’’. 

21 (d) SECTION 14(g) OF THE SECURITIES EXCHANGE

22 ACT OF 1934.—Section 14(g) of the Securities Exchange 

23 Act of 1934 (15 U.S.C. 78n(g)) is amended— 

24 (1) by striking paragraph (5) and inserting the 

25 following: 


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1 ‘‘(5) OFFSETTING COLLECTIONS.—Fees collected 

2 pursuant to this subsection for any fiscal year— 

3 ‘‘(A) except as provided in section 31(i)(2), 

4 shall be deposited and credited as offsetting col5 lections to the account providing appropriations 

6 to the Commission; and 

7 ‘‘(B) except as provided in paragraph (8), 

8 shall not be collected for any fiscal year except 

9 to the extent provided in advance in appropria10 tions Acts.’’; 

11 (2) by redesignating paragraph (8) as para12 graph (9); and 

13 (3) by inserting after paragraph (7) the fol14 lowing: 

15 ‘‘(8) LAPSE OF APPROPRIATION.—If on the first 

16 day of a fiscal year a regular appropriation to the 

17 Commission has not been enacted, the Commission 

18 shall continue to collect fees (as offsetting collections) 

19 under this subsection at the rate in effect during the 

20 preceding fiscal year, until 5 days after the date such 

21 a regular appropriation is enacted.’’. 

22 (e) EFFECTIVE DATE.—The amendments made by this 

23 section— 


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1 (1) shall apply beginning on October 1, 2017, ex2 cept that for fiscal year 2018, the Securities and Ex3 change Commission shall publish— 

4 (A) the rates established under section 31 of 

5 the Securities Exchange Act of 1934, as amended 

6 by this section, not later than 30 days after the 

7 date on which an Act making a regular appro8 priation to the Commission for fiscal year 2018 

9 is enacted; and 

10 (B) the rate established under section 6(b) 

11 of the Securities Act of 1933, as amended by this 

12 section, not later than August 31, 2017; and 

13 (2) shall not apply with respect to fees for any 

14 fiscal year before fiscal year 2018. 

15 SEC. 805. COMMISSION RELOCATION FUNDING PROHIBI16 TION. 

17 The Securities and Exchange Commission may not ob18 ligate any funds for the purpose of constructing a new head19 quarters of the Commission. 

20 SEC. 806. IMPLEMENTATION OF RECOMMENDATIONS. 

21 Section 967 of the Dodd-Frank Wall Street Reform 

22 and Consumer Protection Act is amended by adding at the 

23 end the following: 

24 ‘‘(d) IMPLEMENTATION OF RECOMMENDATIONS.—Not 

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1 section, the Securities and Exchange Commission shall com2 plete an implementation of the recommendations contained 

3 in the report of the independent consultant issued under 

4 subsection (b) on March 10, 2011. To the extent that imple5 mentation of certain recommendations requires legislation, 

6 the Commission shall submit a report to Congress con7 taining a request for legislation granting the Commission 

8 such authority it needs to fully implement such rec9 ommendations.’’. 

10 SEC. 807. OFFICE OF CREDIT RATINGS TO REPORT TO THE 

11 DIVISION OF TRADING AND MARKETS. 

12 Section 15E(p)(1) of the Securities Exchange Act of 

13 1934 (15 U.S.C. 78o–7(p)(1)) is amended— 

14 (1) in subparagraph (A), by striking ‘‘within the 

15 Commission’’ and inserting ‘‘within the Division of 

16 Trading and Markets’’; and 

17 (2) in subparagraph (B), by striking ‘‘report to 

18 the Chairman’’ and inserting ‘‘report to the head of 

19 the Division of Trading and Markets’’. 

20 SEC. 808. OFFICE OF MUNICIPAL SECURITIES TO REPORT 

21 TO THE DIVISION OF TRADING AND MARKETS. 

22 Section 979 of the Dodd-Frank Wall Street Reform 

23 and Consumer Protection Act (15 U.S.C. 78o–4a) is amend24 ed— 


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1 (1) in subsection (a), by inserting ‘‘, within the 

2 Division of Trading and Markets,’’ after ‘‘There shall 

3 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 1934 

9 (15 U.S.C. 78d(g)(8)) is amended— 

10 (1) in subparagraph (A), by striking ‘‘the Inves11 tor 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 (15 

23 U.S.C. 78pp) is amended— 

24 (1) in subsection (a)(2)(B), by striking ‘‘submit’’ 

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1 ness Capital Formation Advisory Committee estab2 lished 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 be 

14 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 term 

22 of 4 years. 

23 ‘‘(B) LIMITATION ON MULTIPLE TERMS.—A 

24 member of the Committee may not serve for more 

25 than one term, except for the Investor Advocate, 


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1 a representative of State securities commissions, 

2 and the member of the Small Business Capital 

3 Formation Advisory Committee.’’; and 

4 (C) in paragraph (3), by striking ‘‘para5 graph (1)(B)’’ and inserting ‘‘paragraph (1)’’; 

6 (3) in subsection (c), by amending paragraph 

7 (2) to read as follows: 

8 ‘‘(2) TERM.— 

9 ‘‘(A) LENGTH OF TERM.—Each member 

10 elected under paragraph (1) shall serve for a 

11 term of 3 years in the capacity for which the 

12 member was elected under paragraph (1). 

13 ‘‘(B) LIMITATION ON MULTIPLE TERMS.—A 

14 member elected under paragraph (1) may not 

15 serve for more than one term in the capacity for 

16 which the member was elected under paragraph 

17 (1).’’; and 

18 (4) by striking subsections (i) and (j). 

19 SEC. 811. DUTIES OF INVESTOR ADVOCATE. 

20 Section 4(g)(4) of the Securities Exchange Act of 1934 

21 (15 U.S.C. 78d(g)(4)) is amended— 

22 (1) in subparagraph (D)(ii), by striking ‘‘and’’; 

23 (2) in subparagraph (E), by striking the period 

24 at the end and inserting a semicolon; and 

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


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1 ‘‘(F) not take a position on any legislation 

2 pending before Congress other than a legislative 

3 change proposed by the Investor Advocate pursu4 ant to subparagraph (E); 

5 ‘‘(G) consult with the Advocate for Small 

6 Business Capital Formation on proposed rec7 ommendations made under subparagraph (E); 

8 and 

9 ‘‘(H) advise the Advocate for Small Busi10 ness Capital Formation on issues related to 

11 small business investors.’’. 

12 SEC. 812. ELIMINATION OF EXEMPTION OF SMALL BUSI13 NESS CAPITAL FORMATION ADVISORY COM14 MITTEE FROM FEDERAL ADVISORY COM15 MITTEE ACT. 

16 Section 40 of the Securities Exchange Act of 1934 (as 

17 added by Public Law 114–284) is amended by striking sub18 section (h). 

19 SEC. 813. INTERNAL RISK CONTROLS. 

20 The Securities Exchange Act of 1934 (15 U.S.C. 78a 

21 et seq.) is amended— 

22 (1) by inserting after section 4G, as added by 

23 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 all 

7 academic research performed at such entity using market 

8 data: 

9 ‘‘(1) The Commission. 

10 ‘‘(2) Each national security association required 

11 to register under section 15A. 

12 ‘‘(b) CONSOLIDATED AUDIT TRAIL.—The Commission 

13 may not approve a national market system plan pursuant 

14 to part 242.613 of title 17, Code of Federal Regulations (or 

15 any successor regulation), unless the operator of the consoli16 dated audit trail created by such plan has developed, in 

17 consultation with the Chief Economist, comprehensive in18 ternal risk control mechanisms to safeguard and govern the 

19 storage of all market data by such operator, all market data 

20 sharing agreements of such operator, and all academic re21 search performed at such operator using market data.’’; 

22 (2) in section 3(a), by redesignating the second 

23 paragraph (80) (relating to funding portals) as para24 graph (81); and 

25 (3) in section 3(a), by adding at the end the fol26 lowing: 


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1 ‘‘(82) CHIEF ECONOMIST.—The term ‘Chief 

2 Economist’ means the Director of the Division of Eco3 nomic and Risk Analysis, or an employee of the Com4 mission with comparable authority, as determined by 

5 the Commission.’’. 

6 SEC. 814. APPLICABILITY OF NOTICE AND COMMENT RE7 QUIREMENTS OF THE ADMINISTRATIVE PRO8 CEDURE ACT TO GUIDANCE VOTED ON BY 

9 THE COMMISSION. 

10 The Securities Exchange Act of 1934 (15 U.S.C. 78a 

11 et seq.) is amended by inserting after section 4H, as added 

12 by this Act, the following: 

13 ‘‘SEC. 4I. APPLICABILITY OF NOTICE AND COMMENT RE14 QUIREMENTS OF THE ADMINISTRATIVE PRO15 CEDURE ACT TO GUIDANCE VOTED ON BY 

16 THE COMMISSION. 

17 ‘‘The notice and comment requirements of section 553 

18 of title 5, United States Code, shall also apply with respect 

19 to any Commission statement or guidance, including inter20 pretive rules, general statements of policy, or rules of Com21 mission organization, procedure, or practice, that has the 

22 effect of implementing, interpreting, or prescribing law or 

23 policy and that is voted on by the Commission.’’. 


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1 SEC. 815. LIMITATION ON PILOT PROGRAMS. 

2 (a) IN GENERAL.—Section 4 of the Securities Ex3 change Act of 1934 (15 U.S.C. 78d), as amended by section 

4 371(e), is further amended by adding at the end the fol5 lowing: 

6 ‘‘(k) LIMITATION ON PILOT PROGRAMS.— 

7 ‘‘(1) IN GENERAL.—Any pilot program estab8 lished by self-regulatory organizations, either individ9 ually or jointly, and filed with the Commission, in10 cluding under section 11A or 19, shall terminate after 

11 the end of the 5-year period beginning on the date 

12 that the Commission approved such program, unless 

13 the Commission issues a rule to permanently continue 

14 such program or approves such program on a perma15 nent basis. 

16 ‘‘(2) EXTENSION.—With respect to a particular 

17 pilot program described under paragraph (1), the 

18 Commission may extend the 5-year period described 

19 under such paragraph for an additional 3 years if the 

20 Commission determines such extension is necessary or 

21 appropriate in the public interest or for the protec22 tion of investors. 

23 ‘‘(3) LACK OF STATUTORY AUTHORITY.—If, with 

24 respect to a pilot program described under paragraph 

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1 sion lacks sufficient statutory authority to perma2 nently continue the program, the Commission shall, 

3 not later than 1 year before such pilot program is 

4 scheduled to terminate pursuant to paragraph (1), 

5 notify the Committee on Financial Services of the 

6 House of Representatives and the Committee on 

7 Banking, Housing, and Urban Affairs of the Senate 

8 that the Commission believes the program should con9 tinue permanently but does not have sufficient statu10 tory authority to continue the program.’’. 

11 (b) TREATMENT OF EXISTING PILOT PROGRAMS.—For 

12 purposes of section 4(k) of Securities Exchange Act of 1934, 

13 as added by subsection (a), the date on which the Commis14 sion approved a pilot program that was in existence on the 

15 date of the enactment of this Act shall be deemed to be the 

16 date of the enactment of this Act. 

17 SEC. 816. PROCEDURE FOR OBTAINING CERTAIN INTELLEC18 TUAL PROPERTY. 

19 (a) PERSONS UNDER SECURITIES ACT OF 1933.—Sec20 tion 8 of the Securities Act of 1933 (15 U.S.C. 77h) is 

21 amended by adding at the end the following: 

22 ‘‘(g) PROCEDURE FOR OBTAINING CERTAIN INTELLEC23 TUAL PROPERTY.—The Commission is not authorized to 

24 compel under this title a person to produce or furnish source 

25 code, including algorithmic trading source code or similar 


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1 intellectual property, to the Commission unless the Commis2 sion first issues a subpoena.’’. 

3 (b) PERSONS UNDER THE SECURITIES EXCHANGE

4 ACT OF 1934.—Section 23 of the Securities Exchange Act 

5 of 1934 (15 U.S.C. 78w) is amended by adding at the end 

6 the following: 

7 ‘‘(e) PROCEDURE FOR OBTAINING CERTAIN INTELLEC8 TUAL PROPERTY.—The Commission is not authorized to 

9 compel under this title a person to produce or furnish source 

10 code, including algorithmic trading source code or similar 

11 intellectual property, to the Commission unless the Commis12 sion first issues a subpoena.’’. 

13 (c) INVESTMENT COMPANIES.—Section 31 of the In14 vestment Company Act of 1940 (15 U.S.C. 80a–30) is 

15 amended by adding at the end the following: 

16 ‘‘(e) PROCEDURE FOR OBTAINING CERTAIN INTELLEC17 TUAL PROPERTY.—The Commission is not authorized to 

18 compel under this title an investment company to produce 

19 or furnish source code, including algorithmic trading source 

20 code or similar intellectual property, to the Commission un21 less the Commission first issues a subpoena.’’. 

22 (d) INVESTMENT ADVISERS.—Section 204 of the In23 vestment Advisers Act of 1940 (15 U.S.C. 80b–4) is amend24 ed— 

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


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1 ‘‘(f) PROCEDURE FOR OBTAINING CERTAIN INTELLEC2 TUAL PROPERTY.—The Commission is not authorized to 

3 compel under this title an investment adviser to produce 

4 or furnish source code, including algorithmic trading source 

5 code or similar intellectual property, to the Commission un6 less the Commission first issues a subpoena.’’; and 

7 (2) in the second subsection (d), by striking 

8 ‘‘(d)’’ and inserting ‘‘(e)’’. 

9 SEC. 817. PROCESS FOR CLOSING INVESTIGATIONS. 

10 (a) IN GENERAL.—Not later than 180 days after the 

11 date of the enactment of this Act, the Securities and Ex12 change Commission shall establish a process for closing in13 vestigations (including preliminary or informal investiga14 tions) that is designed to ensure that the Commission, in 

15 a timely manner— 

16 (1) makes a determination of whether or not to 

17 institute an administrative or judicial action in a 

18 matter or refer the matter to the Attorney General for 

19 potential criminal prosecution; and 

20 (2) if the Commission determines not to institute 

21 such an action or refer the matter to the Attorney 

22 General, informs the persons who are the subject of 

23 the investigation that the investigation is closed. 

24 (b) RULE OF CONSTRUCTION.—Nothing in this section 

25 shall be construed to affect the authority of the Commission 


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1 to re-open an investigation if the Commission obtains new 

2 evidence after the investigation is closed, subject to any ap3 plicable statute of limitations. 

4 SEC. 818. ENFORCEMENT OMBUDSMAN. 

5 (a) IN GENERAL.—Section 4 of the Securities Ex6 change Act of 1934 (15 U.S.C. 78d), as amended by section 

7 803, is further amended by adding at the end the following: 

8 ‘‘(i) ENFORCEMENT OMBUDSMAN.— 

9 ‘‘(1) ESTABLISHMENT.—The Commission shall 

10 have an Enforcement Ombudsman, who shall be ap11 pointed by and report directly to the Commission. 

12 ‘‘(2) DUTIES.—The Enforcement Ombudsman 

13 shall— 

14 ‘‘(A) act as a liaison between the Commis15 sion and any person who is the subject of an in16 vestigation (including a preliminary or informal 

17 investigation) by the Commission or an adminis18 trative or judicial action brought by the Com19 mission in resolving problems that such persons 

20 may have with the Commission or the conduct of 

21 Commission staff; and 

22 ‘‘(B) establish safeguards to maintain the 

23 confidentiality of communications between the 

24 persons described in subparagraph (A) and the 

25 Enforcement Ombudsman. 


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1 ‘‘(3) LIMITATION.—In carrying out the duties of 

2 the Enforcement Ombudsman under paragraph (2), 

3 the Enforcement Ombudsman shall utilize personnel 

4 of the Commission to the extent practicable. Nothing 

5 in this subsection shall be construed as replacing, al6 tering, or diminishing the activities of any ombuds7 man or similar office of any other agency. 

8 ‘‘(4) REPORT.—The Enforcement Ombudsman 

9 shall submit to the Commission and to the Committee 

10 on Financial Services of the House of Representatives 

11 and the Committee on Banking, Housing, and Urban 

12 Affairs of the Senate an annual report that describes 

13 the activities and evaluates the effectiveness of the En14 forcement Ombudsman during the preceding year.’’. 

15 (b) DEADLINE FOR INITIAL APPOINTMENT.—The Secu16 rities and Exchange Commission shall appoint the initial 

17 Enforcement Ombudsman under subsection (i) of section 4 

18 of the Securities Exchange Act of 1934, as added by sub19 section (a), not later than 180 days after the date of the 

20 enactment of this Act. 

21 SEC. 819. ADEQUATE NOTICE. 

22 Section 21 of the Securities Exchange Act of 1934 (15 

23 U.S.C. 78u) is amended by adding at the end the following: 

24 ‘‘(k) ADEQUATE NOTICE REQUIRED BEFORE BRING25 ING AN ENFORCEMENT ACTION.— 


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1 ‘‘(1) IN GENERAL.—No person shall be subject to 

2 an enforcement action by the Commission for an al3 leged violation of the securities laws or the rules and 

4 regulations issued thereunder if such person did not 

5 have adequate notice of such law, rule, or regulation. 

6 ‘‘(2) PUBLISHING OF INTERPRETATION DEEMED

7 ADEQUATE NOTICE.—With respect to an enforcement 

8 action, adequate notice of a securities law or a rule 

9 or regulation issued thereunder shall be deemed to 

10 have been provided to a person if the Commission ap11 proved a statement or guidance, in accordance with 

12 Section 4I, with respect to the conduct that is the sub13 ject of the enforcement action, prior to the time that 

14 the person engaged in the conduct that is the subject 

15 of the enforcement action.’’. 

16 SEC. 820. ADVISORY COMMITTEE ON COMMISSION’S EN17 FORCEMENT POLICIES AND PRACTICES. 

18 (a) ESTABLISHMENT.—Not later than 6 months after 

19 the date of the enactment of this Act, the Chairman shall 

20 establish an advisory committee on the Commission’s en21 forcement policies and practices (in this section referred to 

22 as the ‘‘Committee’’). 

23 (b) DUTIES.— 

24 (1) ANALYSIS AND RECOMMENDATIONS.— 


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1 (A) IN GENERAL.—The Committee shall 

2 conduct an analysis of the policies and practices 

3 of the Commission relating to the enforcement of 

4 the securities laws and make recommendations to 

5 the Commission regarding changes to such poli6 cies and practices. 

7 (B) SPECIFIC MATTERS INCLUDED.—In car8 rying out subparagraph (A), the Committee shall 

9 analyze and make recommendations to the Com10 mission regarding matters including the fol11 lowing: 

12 (i) How the Commission’s enforcement 

13 objectives and strategies may be more effec14 tive. 

15 (ii) The Commission’s enforcement 

16 practices and procedures from the point of 

17 view of due process, the relationship of en18 forcement action to notice of legal require19 ments, the attribution of responsibility for 

20 violations, and the protection of reputation 

21 and rights of privacy. 

22 (iii) The Commission’s enforcement 

23 policies and practices in light of its statu24 tory responsibility to protect investors, 


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1 maintain fair, orderly, and efficient mar2 kets, and facilitate capital formation. 

3 (iv) The appropriate blend of regula4 tion, publicity, and formal enforcement ac5 tion and on methods of furthering voluntary 

6 compliance. 

7 (v) Criteria for the selection and dis8 position of enforcement actions, the ade9 quacy of sanctions authorized by law, and 

10 the suitability and effectiveness of sanctions 

11 imposed by the Commission proceedings. 

12 (2) REPORT.—Not later than 1 year after the es13 tablishment of the Committee under subsection (a), 

14 the Committee shall submit to the Commission and 

15 the appropriate congressional committees a report 

16 containing the results of the analysis and the rec17 ommendations required by paragraph (1)(A). 

18 (c) MEMBERSHIP.— 

19 (1) NUMBER AND APPOINTMENT.—The Com20 mittee shall be composed of not less than 3 and not 

21 greater than 7 members appointed by the Chairman. 

22 (2) CHAIRPERSON.—The Chairperson of the 

23 Committee shall be designated by the Chairman at the 

24 time of appointment of the members. 


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1 (d) SUPPORT.—The Commission shall provide the 

2 Committee with the administrative, professional, and tech3 nical support required by the Committee to carry out its 

4 responsibilities under this section. 

5 (e) TERMINATION OF COMMITTEE.—The Committee es6 tablished by subsection (a) shall terminate on the date that 

7 the report required by subsection (b)(2) is submitted. 

8 (f) CONSIDERATION AND ADOPTION OF RECOMMENDA9 TIONS BY COMMISSION.—Not later than 180 days after the 

10 Committee submits the report required by subsection (b)(2), 

11 the Commission shall— 

12 (1) consider the analysis and recommendations 

13 included in such report; 

14 (2) adopt such recommendations, with any modi15 fications, as the Commission considers appropriate; 

16 and 

17 (3) submit to the appropriate congressional com18 mittees a report that— 

19 (A) lists each recommendation included in 

20 such report that the Commission does not adopt 

21 or adopts with material modifications; and 

22 (B) for each recommendation listed under 

23 subparagraph (A), explains why the Commission 

24 does not consider it appropriate or does not have 

25 sufficient authority to adopt the recommendation 


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1 or to adopt the recommendation without mate2 rial modification. 

3 (g) DEFINITIONS.—In this section: 

4 (1) APPROPRIATE CONGRESSIONAL COMMIT5 TEES.—The term ‘‘appropriate congressional commit6 tees’’ means the Committee on Financial Services of 

7 the House of Representatives and the Committee on 

8 Banking, Housing, and Urban Affairs of the Senate. 

9 (2) CHAIRMAN.—The term ‘‘Chairman’’ means 

10 the Chairman of the Commission. 

11 (3) COMMISSION.—The term ‘‘Commission’’ 

12 means the Securities and Exchange Commission. 

13 (4) SECURITIES LAWS.—The term ‘‘securities 

14 laws’’ has the meaning given such term in section 

15 3(a) of the Securities Exchange Act of 1934 (15 

16 U.S.C. 78c(a)). 

17 SEC. 821. PROCESS TO PERMIT RECIPIENT OF WELLS NOTI18 FICATION TO APPEAR BEFORE COMMISSION 

19 STAFF IN-PERSON. 

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 under which, 

23 in any instance in which the Commission staff provides a 

24 written Wells notification to an individual informing the 

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1 nary determination to recommend that the Commission 

2 bring an administrative or judicial action against the indi3 vidual, the individual shall have the right to make an in4 person presentation before the Commission staff concerning 

5 such recommendation and to be represented by counsel at 

6 such presentation, at the individual’s own expense. 

7 (b) ATTENDANCE BY COMMISSIONERS.—Such process 

8 shall provide that each Commissioner of the Commission, 

9 or a designee of the Commissioner, may attend any such 

10 presentation. 

11 (c) REPORT BY COMMISSION STAFF.—Such process 

12 shall provide that, before any Commission vote on whether 

13 to bring the administrative or judicial action against the 

14 individual, the Commission staff shall provide to each Com15 missioner a written report on any such presentation, in16 cluding any factual or legal arguments made by the indi17 vidual and any supporting documents provided by the indi18 vidual. 

19 SEC. 822. PUBLICATION OF ENFORCEMENT MANUAL. 

20 (a) IN GENERAL.—Not later than 1 year after the date 

21 of the enactment of this Act, the Securities and Exchange 

22 Commission shall approve, by vote of the Commission, and 

23 publish an updated manual that sets forth the policies and 

24 practices that the Commission will follow in the enforce25 ment of the securities laws (as defined in section 3(a) of 


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1 the Securities Exchange Act of 1934 (15 U.S.C. 78c(a))). 

2 Such manual shall include policies and practices required 

3 by this Act, and by the amendments made by this Act, and 

4 shall be developed so as to ensure transparency in such en5 forcement and uniform application of such laws by the 

6 Commission. 

7 (b) ENFORCEMENT PLAN AND REPORT.—Beginning on 

8 the date that is one year after the date of enactment of this 

9 Act, and each year thereafter, and the Securities and Ex10 change Commission shall transmit to Congress and publish 

11 on its Internet website an annual enforcement plan and re12 port that shall— 

13 (1) detail the priorities of the Commission with 

14 regard to enforcement and examination activities for 

15 the forthcoming year; 

16 (2) report on the Commission’s enforcement and 

17 examination activities for the previous year, includ18 ing an assessment of how such activities comported 

19 with the priorities identified for that year pursuant 

20 to paragraph (1); 

21 (3) contain an analysis of litigated decisions 

22 found not in favor of the Commission over the pre23 ceding year; 

24 (4) contain a description of any emerging trends 

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1 ment program, including whether and how the Com2 mission has alerted or communicated with those who 

3 may be subject to the Commission’s regulation of 

4 emerging trends; 

5 (5) contain a description of legal theories or 

6 standards employed by the Commission in enforce7 ment over the preceding year that had not previously 

8 been employed, and a summary justifying each such 

9 theory or standard; and 

10 (6) provide an opportunity and mechanism for 

11 public comment. 

12 SEC. 823. PRIVATE PARTIES AUTHORIZED TO COMPEL THE 

13 SECURITIES AND EXCHANGE COMMISSION TO 

14 SEEK SANCTIONS BY FILING CIVIL ACTIONS. 

15 Title I of the Securities Exchange Act of 1934 (15 

16 U.S.C. 78a et seq.) is amended by adding at the end the 

17 following: 

18 ‘‘SEC. 41. PRIVATE PARTIES AUTHORIZED TO COMPEL THE 

19 COMMISSION TO SEEK SANCTIONS BY FILING 

20 CIVIL ACTIONS. 

21 ‘‘(a) TERMINATION OF ADMINISTRATIVE PRO22 CEEDING.—In the case of any person who is a party to a 

23 proceeding brought by the Commission under a securities 

24 law, to which section 554 of title 5, United States Code, 

25 applies, and against whom an order imposing a cease and 


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1 desist order and a penalty may be issued at the conclusion 

2 of the proceeding, that person may, not later than 20 days 

3 after receiving notice of such proceeding, and at that per4 son’s discretion, require the Commission to terminate the 

5 proceeding. 

6 ‘‘(b) CIVIL ACTION AUTHORIZED.—If a person re7 quires the Commission to terminate a proceeding pursuant 

8 to subsection (a), the Commission may bring a civil action 

9 against that person for the same remedy that might be im10 posed. 

11 ‘‘(c) STANDARD OF PROOF IN ADMINISTRATIVE PRO12 CEEDING.—Notwithstanding any other provision of law, in 

13 the case of a proceeding brought by the Commission under 

14 a securities law, to which section 554 of title 5, United 

15 States Code, applies, a legal or equitable remedy may be 

16 imposed on the person against whom the proceeding was 

17 brought only on a showing by the Commission of clear and 

18 convincing evidence that the person has violated the rel19 evant provision of law.’’. 

20 SEC. 824. CERTAIN FINDINGS REQUIRED TO APPROVE CIVIL 

21 MONEY PENALTIES AGAINST ISSUERS. 

22 The Securities Exchange Act of 1934 (15 U.S.C. 78a 

23 et seq.) is amended by inserting after section 4E the fol24 lowing: 


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1 ‘‘SEC. 4F. CERTAIN FINDINGS REQUIRED TO APPROVE CIVIL 

2 MONEY PENALTIES AGAINST ISSUERS. 

3 ‘‘The Commission may not seek against or impose on 

4 an issuer a civil money penalty for violation of the securi5 ties laws unless the publicly available text of the order ap6 proving the seeking or imposition of such penalty contains 

7 findings, supported by an analysis by the Division of Eco8 nomic and Risk Analysis and certified by the Chief Econo9 mist, of whether— 

10 ‘‘(1) the alleged violation resulted in direct eco11 nomic benefit to the issuer; and 

12 ‘‘(2) the penalty will harm the shareholders of 

13 the issuer.’’. 

14 SEC. 825. REPEAL OF AUTHORITY OF THE COMMISSION TO 

15 PROHIBIT PERSONS FROM SERVING AS OFFI16 CERS OR DIRECTORS. 

17 (a) UNDER SECURITIES ACT OF 1933.—Subsection (f) 

18 of section 8A of the Securities Act of 1933 (15 U.S.C. 77h– 

19 1) is repealed. 

20 (b) UNDER SECURITIES EXCHANGE ACT OF 1934.— 

21 Subsection (f) of section 21C of the Securities Exchange Act 

22 of 1934 (15 U.S.C. 78u–3) is repealed. 

23 SEC. 826. SUBPOENA DURATION AND RENEWAL. 

24 Section 21(b) of the Securities Exchange Act of 1934 

25 (15 U.S.C. 78u(b)) is amended— 


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1 (1) by inserting ‘‘SUBPOENA.—’’ after the enu2 merator; 

3 (2) by striking ‘‘For the purpose of’’ and insert4 ing the following: 

5 ‘‘(1) IN GENERAL.—For the purpose of’’; and 

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

7 ‘‘(2) OMNIBUS ORDERS OF INVESTIGATION.— 

8 ‘‘(A) DURATION AND RENEWAL.—An omni9 bus order of investigation shall not be for an in10 definite duration and may be renewed only by 

11 Commission action. 

12 ‘‘(B) DEFINITION.—In paragraph (A), the 

13 term ‘omnibus order of investigation’ means an 

14 order of the Commission authorizing 1 of more 

15 members of the Commission or its staff to issue 

16 subpoenas under paragraph (1) to multiple per17 sons in relation to a particular subject matter 

18 area.’’. 

19 SEC. 827. ELIMINATION OF AUTOMATIC DISQUALIFICA20 TIONS. 

21 The Securities Exchange Act of 1934 (15 U.S.C. 78a 

22 et seq.), as amended by this Act, is further amended by in23 serting after section 4F the following: 


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1 ‘‘SEC. 4G. ELIMINATION OF AUTOMATIC DISQUALIFICA2 TIONS. 

3 ‘‘(a) IN GENERAL.—Notwithstanding any other provi4 sion of law, a non-natural person may not be disqualified 

5 or otherwise made ineligible to use an exemption or reg6 istration provision, engage in an activity, or qualify for 

7 any similar treatment under a provision of the securities 

8 laws or the rules issued by the Commission under the securi9 ties laws by reason of having, or a person described in sub10 section (b) having, been convicted of any felony or mis11 demeanor or made the subject of any judicial or adminis12 trative order, judgment, or decree arising out of a govern13 mental action (including an order, judgment, or decree 

14 agreed to in a settlement), or having, or a person described 

15 in subsection (b) having, been suspended or expelled from 

16 membership in, or suspended or barred from association 

17 with a member of, a registered national securities exchange 

18 or a registered national or affiliated securities association 

19 for any act or omission to act constituting conduct incon20 sistent with just and equitable principles of trade, unless 

21 the Commission, by order, on the record after notice and 

22 an opportunity for hearing, makes a determination that 

23 such non-natural person should be so disqualified or other24 wise made ineligible for purposes of such provision. 

25 ‘‘(b) PERSON DESCRIBED.—A person is described in 

26 this subsection if the person is— 


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1 ‘‘(1) a natural person who is a director, officer, 

2 employee, partner, member, or shareholder of the non3 natural person referred to in subsection (a) or is oth4 erwise associated or affiliated with such non-natural 

5 person in any way; or 

6 ‘‘(2) a non-natural person who is associated or 

7 affiliated with the non-natural person referred to in 

8 subsection (a) in any way. 

9 ‘‘(c) RULE OF CONSTRUCTION.—Nothing in this sec10 tion shall be construed to limit any authority of the Com11 mission, by order, on the record after notice and an oppor12 tunity for hearing, to prohibit a person from using an ex13 emption or registration provision, engaging in an activity, 

14 or qualifying for any similar treatment under a provision 

15 of the securities laws, or the rules issued by the Commission 

16 under the securities laws, by reason of a circumstance re17 ferred to in subsection (a) or any similar circumstance.’’. 

18 SEC. 828. DENIAL OF AWARD TO CULPABLE WHISTLE19 BLOWERS. 

20 Section 21F(c) of the Securities Exchange Act of 1934 

21 (15 U.S.C. 78u–6(c)) is amended— 

22 (1) in paragraph (2)— 

23 (A) in subparagraph (C), by striking ‘‘or’’ 

24 at the end; 


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1 (B) in subparagraph (D), by striking the 

2 period and inserting ‘‘; or’’; and 

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

4 ‘‘(E) to any whistleblower who is respon5 sible for, or complicit in, the violation of the se6 curities laws for which the whistleblower pro7 vided information to the Commission.’’; and 

8 (2) by adding at the end the following: 

9 ‘‘(3) DEFINITION.—For purposes of paragraph 

10 (2)(E), a person is responsible for, or complicit in, a 

11 violation of the securities laws if, with the intent to 

12 promote or assist the violation, the person— 

13 ‘‘(A) procures, induces, or causes another 

14 person to commit the offense; 

15 ‘‘(B) aids or abets another person in com16 mitting the offense; or 

17 ‘‘(C) having a duty to prevent the violation, 

18 fails to make an effort the person is required to 

19 make.’’. 

20 SEC. 829. CONFIDENTIALITY OF RECORDS OBTAINED FROM 

21 FOREIGN SECURITIES AND LAW ENFORCE22 MENT AUTHORITIES. 

23 Section 24(d) of the Securities Exchange Act of 1934 

24 (15 U.S.C. 78x(d)) is amended to read as follows: 


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1 ‘‘(d) RECORDS OBTAINED FROM FOREIGN SECURITIES

2 AND LAW ENFORCEMENT AUTHORITIES.—Except as pro3 vided in subsection (g), the Commission shall not be com4 pelled to disclose records obtained from a foreign securities 

5 authority, or from a foreign law enforcement authority as 

6 defined in subsection (f)(4), if— 

7 ‘‘(1) the foreign securities authority or foreign 

8 law enforcement authority has in good faith deter9 mined and represented to the Commission that the 

10 records are confidential under the laws of the country 

11 of such authority; and 

12 ‘‘(2) the Commission obtains such records pursu13 ant to— 

14 ‘‘(A) such procedure as the Commission 

15 may authorize for use in connection with the ad16 ministration or enforcement of the securities 

17 laws; or 

18 ‘‘(B) a memorandum of understanding. 

19 For purposes of section 552 of title 5, United States Code, 

20 this subsection shall be considered a statute described in 

21 subsection (b)(3)(B) of such section 552.’’. 


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1 SEC. 830. CLARIFICATION OF AUTHORITY TO IMPOSE SANC2 TIONS ON PERSONS ASSOCIATED WITH A 

3 BROKER OR DEALER. 

4 Section 15(b)(6)(A)(i) of the Securities Exchange Act 

5 of 1934 (15 U.S.C. 78o(b)(6)(A)(i)) is amended by striking 

6 ‘‘enumerated’’ and all that follows and inserting ‘‘enumer7 ated in subparagraph (A), (D), (E), (G), or (H) of para8 graph (4) of this subsection;’’. 

9 SEC. 831. COMPLAINT AND BURDEN OF PROOF REQUIRE10 MENTS FOR CERTAIN ACTIONS FOR BREACH 

11 OF FIDUCIARY DUTY. 

12 Section 36(b) of the Investment Company Act of 1940 

13 (15 U.S.C. 80a–35(b)) is amended by adding at the end 

14 the following: 

15 ‘‘(7) In any such action brought by a security 

16 holder of a registered investment company on behalf 

17 of such company— 

18 ‘‘(A) the complaint shall state with particu19 larity all facts establishing a breach of fiduciary 

20 duty, and, if an allegation of any such facts is 

21 based on information and belief, the complaint 

22 shall state with particularity all facts on which 

23 that belief is formed; and 

24 ‘‘(B) such security holder shall have the bur25 den of proving a breach of fiduciary duty by 

26 clear and convincing evidence.’’. 


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1 SEC. 832. CONGRESSIONAL ACCESS TO INFORMATION HELD 

2 BY THE PUBLIC COMPANY ACCOUNTING 

3 OVERSIGHT BOARD. 

4 Section 105(b)(5) of the Sarbanes-Oxley Act of 2002 

5 (15 U.S.C. 7215(b)(5)) is amended— 

6 (1) in subparagraph (A), by striking ‘‘subpara7 graphs (B) and (C)’’ and inserting ‘‘subparagraphs 

8 (B), (C) and (D)’’; and 

9 (2) by adding at the end the following: 

10 ‘‘(D) AVAILABILITY TO THE CONGRESSIONAL

11 COMMITTEES.—The Board shall make available 

12 to the Committees specified under section 

13 101(h)— 

14 ‘‘(i) such information as the Commit15 tees shall request; and 

16 ‘‘(ii) with respect to any confidential 

17 or privileged information provided in re18 sponse to a request under clause (i), includ19 ing any information subject to section 

20 104(g) and subparagraph (A), or any con21 fidential or privileged information provided 

22 orally in response to such a request, such 

23 information shall maintain the protections 

24 provided in subparagraph (A), and shall re25 tain its confidential and privileged status 


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1 in the hands of the Board and the Commit2 tees.’’. 

3 SEC. 833. ABOLISHING INVESTOR ADVISORY GROUP. 

4 The Public Company Accounting Oversight Board 

5 shall abolish the Investor Advisory Group. 

6 SEC. 834. REPEAL OF REQUIREMENT FOR PUBLIC COMPANY 

7 ACCOUNTING OVERSIGHT BOARD TO USE 

8 CERTAIN FUNDS FOR MERIT SCHOLARSHIP 

9 PROGRAM. 

10 (a) IN GENERAL.—Section 109(c) of the Sarbanes11 Oxley Act of 2002 (15 U.S.C. 7219(c)) is amended by strik12 ing paragraph (2). 

13 (b) CONFORMING AMENDMENTS.—Section 109 of the 

14 Sarbanes-Oxley Act of 2002 (15 U.S.C. 7219) is amended— 

15 (1) in subsection (c), by striking ‘‘USES OF

16 FUNDS’’ and all that follows through ‘‘The budget’’ 

17 and inserting ‘‘USES OF FUNDS.—The budget’’; and 

18 (2) in subsection (f), by striking ‘‘subsection 

19 (c)(1)’’ and inserting ‘‘subsection (c)’’. 

20 SEC. 835. REALLOCATION OF FINES FOR VIOLATIONS OF 

21 RULES OF MUNICIPAL SECURITIES RULE22 MAKING BOARD. 

23 (a) IN GENERAL.—Section 15B(c)(9) of the Securities 

24 Exchange Act of 1934 (15 U.S.C. 78o–4(c)(9)) is amended 

25 to read as follows: 


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1 ‘‘(9) Fines collected for violations of the rules of the 

2 Board shall be deposited and credited as general revenue 

3 of the Treasury, except as otherwise provided in section 308 

4 of the Sarbanes-Oxley Act of 2002 or section 21F of this 

5 title.’’. 

6 (b) EFFECTIVE DATE.—The amendment made by sub7 section (a) shall apply to fines collected after the date of 

8 enactment of this Act. 

9 Subtitle B—Eliminating Excessive 

10 Government Intrusion in the 

11 Capital Markets 

12 SEC. 841. REPEAL OF DEPARTMENT OF LABOR FIDUCIARY 

13 RULE AND REQUIREMENTS PRIOR TO RULE14 MAKING RELATING TO STANDARDS OF CON15 DUCT FOR BROKERS AND DEALERS. 

16 (a) REPEAL OF DEPARTMENT OF LABOR FIDUCIARY

17 RULE.—The final rule of the Department of Labor titled 

18 ‘‘Definition of the Term ‘Fiduciary’; Conflict of Interest 

19 Rule—Retirement Investment Advice’’ and related prohib20 ited transaction exemptions published April 8, 2016 (81 

21 Fed. Reg. 20946) shall have no force or effect. 

22 (b) STAY ON RULES DEFINING CERTAIN FIDU23 CIARIES.—After the date of enactment of this Act, the Sec24 retary of Labor shall not prescribe any regulation under 

25 the Employee Retirement Income Security Act of 1974 (29 


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1 U.S.C. 1001 et seq.) defining the circumstances under which 

2 an individual is considered a fiduciary until the date that 

3 is 60 days after the Securities and Exchange Commission 

4 issues a final rule relating to standards of conduct for bro5 kers and dealers pursuant to the second subsection (k) of 

6 section 15 of the Securities Exchange Act of 1934 (15 U.S.C. 

7 78o(k)). 

8 (c) REQUIREMENT AFTER STAY.—If, after the stay de9 scribed under subsection (b), the Secretary of Labor pre10 scribes a regulation described under such subsection, the 

11 Secretary of Labor shall prescribe a substantially identical 

12 definition of what constitutes fiduciary investment advice 

13 and impose substantially identical standards of care and 

14 conditions as the Securities and Exchange Commission has 

15 imposed on brokers, dealers, or investment advisers. 

16 (d) REQUIREMENTS PRIOR TO RULEMAKING RELAT17 ING TO STANDARDS OF CONDUCT FOR BROKERS AND DEAL18 ERS.—The second subsection (k) of section 15 of the Securi19 ties Exchange Act of 1934 (15 U.S.C. 78o(k)), as added by 

20 section 913(g)(1) of the Dodd-Frank Wall Street Reform 

21 and Consumer Protection Act (12 U.S.C. 5301 et seq.), is 

22 amended by adding at the end the following: 

23 ‘‘(3) REQUIREMENTS PRIOR TO RULEMAKING.— 

24 The Commission shall not promulgate a rule pursu25 ant to paragraph (1) before providing a report to the 


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1 Committee on Financial Services of the House of Rep2 resentatives and the Committee on Banking, Housing, 

3 and Urban Affairs of the Senate describing whether— 

4 ‘‘(A) retail investors (and such other cus5 tomers as the Commission may provide) are 

6 being harmed due to brokers or dealers operating 

7 under different standards of conduct than those 

8 that apply to investment advisors under section 

9 211 of the Investment Advisers Act of 1940 (15 

10 U.S.C. 80b–11); 

11 ‘‘(B) alternative remedies will reduce any 

12 confusion or harm to retail investors due to bro13 kers or dealers operating under different stand14 ards of conduct than those standards that apply 

15 to investment advisors under section 211 of the 

16 Investment Advisers Act of 1940 (15 U.S.C. 80b– 

17 11), including— 

18 ‘‘(i) simplifying the titles used by bro19 kers, dealers, and investment advisers; and 

20 ‘‘(ii) enhancing disclosure surrounding 

21 the different standards of conduct currently 

22 applicable to brokers, dealers, and invest23 ment advisers; 

24 ‘‘(C) the adoption of a uniform fiduciary 

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1 vestment advisors would adversely impact the 

2 commissions of brokers and dealers, the avail3 ability of proprietary products offered by brokers 

4 and dealers, and the ability of brokers and deal5 ers to engage in principal transactions with cus6 tomers; and 

7 ‘‘(D) the adoption of a uniform fiduciary 

8 standard of conduct for brokers or dealers and 

9 investment advisors would adversely impact re10 tail investor access to personalized and cost-effec11 tive investment advice, recommendations about 

12 securities, or the availability of such advice and 

13 recommendations. 

14 ‘‘(4) ECONOMIC ANALYSIS.—The Commission’s 

15 conclusions contained in the report described in para16 graph (3) shall be supported by economic analysis. 

17 ‘‘(5) REQUIREMENTS FOR PROMULGATING A

18 RULE.—The Commission shall publish in the Federal 

19 Register alongside the rule promulgated pursuant to 

20 paragraph (1) formal findings that such rule would 

21 reduce confusion or harm to retail customers (and 

22 such other customers as the Commission may by rule 

23 provide) due to different standards of conduct appli24 cable to brokers, dealers, and investment advisors. 


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1 ‘‘(6) REQUIREMENTS UNDER INVESTMENT ADVIS2 ERS ACT OF 1940.—In proposing rules under para3 graph (1) for brokers or dealers, the Commission shall 

4 consider the differences in the registration, super5 vision, and examination requirements applicable to 

6 brokers, dealers, and investment advisors.’’. 

7 SEC. 842. EXEMPTION FROM RISK RETENTION REQUIRE8 MENTS FOR NONRESIDENTIAL MORTGAGE. 

9 (a) IN GENERAL.—Section 15G of the Securities Ex10 change Act of 1934 (15 U.S.C. 78o–11) is amended— 

11 (1) in subsection (a)— 

12 (A) in paragraph (3)(B), by striking ‘‘and’’ 

13 at the end; 

14 (B) in paragraph (4)(B), by striking the pe15 riod and inserting ‘‘; and’’; and 

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

17 ‘‘(5) the term ‘asset-backed security’ refers only 

18 to an asset-backed security that is comprised wholly 

19 of residential mortgages.’’; 

20 (2) in subsection (b)— 

21 (A) by striking paragraph (1); and 

22 (B) by striking ‘‘(2) RESIDENTIAL MORT23 GAGES.—’’; 

24 (3) by striking subsection (h) and redesignating 

25 subsection (i) as subsection (h); and 


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1 (4) in subsection (h) (as so redesignated)— 

2 (A) by striking ‘‘effective—’’ and all that 

3 follows through ‘‘(1) with respect to’’ and insert4 ing ‘‘effective with respect to’’; 

5 (B) in paragraph (1), by striking ‘‘; and’’ 

6 and inserting a period; and 

7 (C) by striking paragraph (2). 

8 (b) CONFORMING AMENDMENT.—Section 941 of the 

9 Dodd-Frank Wall Street Reform and Consumer Protection 

10 Act is amended by striking subsection (c). 

11 SEC. 843. FREQUENCY OF SHAREHOLDER APPROVAL OF EX12 ECUTIVE COMPENSATION. 

13 Section 14A(a) of the Securities Exchange Act of 1934 

14 (15 U.S.C. 78n–1(a)) is amended— 

15 (1) in paragraph (1), by striking ‘‘Not less fre16 quently than once every 3 years’’ and inserting ‘‘Each 

17 year in which there has been a material change to the 

18 compensation of executives of an issuer from the pre19 vious year’’; and 

20 (2) by striking paragraph (2) and redesignating 

21 paragraph (3) as paragraph (2). 

22 SEC. 844. SHAREHOLDER PROPOSALS. 

23 (a) RESUBMISSION THRESHOLDS.—The Securities 

24 and Exchange Commission shall revise section 240.14a– 

25 8(i)(12) of title 17, Code of Federal Regulations to— 


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1 (1) in paragraph (i), adjust the 3 percent thresh2 old to 6 percent; 

3 (2) in paragraph (ii), adjust the 6 percent 

4 threshold to 15 percent; and 

5 (3) in paragraph (iii), adjust the 10 percent 

6 threshold to 30 percent. 

7 (b) HOLDING REQUIREMENT.—The Securities and Ex8 change Commission shall revise the holding requirement for 

9 a shareholder to be eligible to submit a shareholder proposal 

10 to an issuer in section 240.14a–8(b)(1) of title 17, Code of 

11 Federal Regulations, to— 

12 (1) eliminate the option to satisfy the holding re13 quirement by holding a certain dollar amount; 

14 (2) require the shareholder to hold 1 percent of 

15 the issuer’s securities entitled to be voted on the pro16 posal, or such greater percentage as determined by the 

17 Commission; and 

18 (3) adjust the 1 year holding period to 3 years. 

19 (c) SHAREHOLDER PROPOSALS ISSUED BY PROX20 IES.—Section 14 of the Securities Exchange Act of 1934 

21 (15 U.S.C. 78n) is amended by adding at the end the fol22 lowing: 

23 ‘‘(j) SHAREHOLDER PROPOSALS BY PROXIES NOT

24 PERMITTED.—An issuer may not include in its proxy ma25 terials a shareholder proposal submitted by a person in such 


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1 person’s capacity as a proxy, representative, agent, or per2 son otherwise acting on behalf of a shareholder.’’. 

3 SEC. 845. PROHIBITION ON REQUIRING A SINGLE BALLOT. 

4 Section 14 of the Securities Exchange Act of 1934 (15 

5 U.S.C. 78n) is amended by adding at the end the following: 

6 ‘‘(k) PROHIBITION ON REQUIRING A SINGLE BAL7 LOT.—The Commission may not require that a solicitation 

8 of a proxy, consent, or authorization to vote a security of 

9 an issuer in an election of members of the board of directors 

10 of the issuer be made using a single ballot or card that lists 

11 both individuals nominated by (or on behalf of) the issuer 

12 and individuals nominated by (or on behalf of) other pro13 ponents and permits the person granting the proxy, consent, 

14 or authorization to select from among individuals in both 

15 groups.’’. 

16 SEC. 846. REQUIREMENT FOR MUNICIPAL ADVISOR FOR 

17 ISSUERS OF MUNICIPAL SECURITIES. 

18 Section 15B(d) of the Securities Exchange Act of 1934 

19 (15 U.S.C. 78o–4(d)) is amended by adding at the end the 

20 following: 

21 ‘‘(3) An issuer of municipal securities shall not be re22 quired to retain a municipal advisor prior to issuing any 

23 such securities.’’. 


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1 SEC. 847. SMALL ISSUER EXEMPTION FROM INTERNAL CON2 TROL EVALUATION. 

3 Section 404(c) of the Sarbanes-Oxley Act of 2002 (15 

4 U.S.C. 7262(c)) is amended to read as follows: 

5 ‘‘(c) EXEMPTION FOR SMALLER ISSUERS.—Subsection 

6 (b) shall not apply with respect to any audit report pre7 pared for an issuer that has total market capitalization of 

8 less than $500,000,000, nor to any issuer that is a deposi9 tory institution with assets of less than $1,000,000,000.’’. 

10 SEC. 848. STREAMLINING OF APPLICATIONS FOR AN EX11 EMPTION FROM THE INVESTMENT COMPANY 

12 ACT OF 1940. 

13 Section 6(c) of the Investment Company Act of 1940 

14 (15 U.S.C. 80a–6(c)) is amended— 

15 (1) by striking ‘‘(c) The Commission’’ and in16 serting the following: 

17 ‘‘(c) GENERAL EXEMPTIVE AUTHORITY.— 

18 ‘‘(1) IN GENERAL.—The Commission’’; and 

19 (2) by adding at the end the following: 

20 ‘‘(2) APPLICATION PROCESS.— 

21 ‘‘(A) IN GENERAL.—A person who wishes to 

22 receive an exemption from the Commission pur23 suant to paragraph (1) shall file an application 

24 with the Commission in such form and manner 

25 and containing such information as the Commis26 sion may require. 


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1 ‘‘(B) PUBLICATION; REJECTION OF INVALID

2 APPLICATIONS.— 

3 ‘‘(i) IN GENERAL.—Not later than the 

4 end of the 5-day period beginning on the 

5 date that the Commission receives an appli6 cation under subparagraph (A), the Com7 mission shall either— 

8 ‘‘(I) publish the application, in9 cluding by publication on the website 

10 of the Commission; or 

11 ‘‘(II) if the Commission deter12 mines that the application does not 

13 comply with the proper form, manner, 

14 or information requirements described 

15 under subparagraph (A), reject such 

16 application and notify the applicant of 

17 the specific reasons the application was 

18 rejected. 

19 ‘‘(ii) FAILURE TO PUBLISH APPLICA20 TION.—If the Commission does not reject an 

21 application under clause (i)(II), but fails to 

22 publish the application by the end of the 

23 time period specified under clause (i), such 

24 application shall be deemed to have been 


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1 published on the date that is the end of such 

2 time period. 

3 ‘‘(3) DETERMINATION BY COMMISSION.— 

4 ‘‘(A) IN GENERAL.—Not later than 45 days 

5 after the date that the Commission publishes an 

6 application pursuant to paragraph (2)(B), the 

7 Commission shall, by order— 

8 ‘‘(i) approve the application; 

9 ‘‘(ii) if the Commission determines 

10 that the application would have been ap11 proved had the applicant provided addi12 tional supporting documentation or made 

13 certain amendments to the application— 

14 ‘‘(I) provide the applicant with 

15 the specific additional supporting doc16 umentation or amendments that the 

17 Commission believes are necessary for 

18 the applicant to provide in order for 

19 the application to be approved; and 

20 ‘‘(II) request that the applicant 

21 withdraw the application and re-sub22 mit the application with such addi23 tional supporting documentation and 

24 amendments; or 

25 ‘‘(iii) deny the application. 


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1 ‘‘(B) EXTENSION OF TIME PERIOD.—The 

2 Commission may extend the time period de3 scribed under subparagraph (A) by not more 

4 than an additional 45 days, if— 

5 ‘‘(i) the Commission determines that a 

6 longer period is appropriate and publishes 

7 the reasons for such determination; or 

8 ‘‘(ii) the applicant consents to the 

9 longer period. 

10 ‘‘(C) TIME PERIOD FOR WITHDRAWAL.—If 

11 the Commission makes a request under subpara12 graph (A)(ii) for an applicant to withdraw an 

13 application, such application shall be deemed to 

14 be denied if the applicant informs the Commis15 sion that the applicant will not withdraw the 

16 application or if the applicant does not with17 draw the application before the end of the 30-day 

18 period beginning on the date the Commission 

19 makes such request. 

20 ‘‘(4) PROCEEDINGS; NOTICE AND HEARING.—If 

21 an application is denied pursuant to paragraph (3), 

22 the Commission shall provide the applicant with— 

23 ‘‘(A) a written explanation for why the ap24 plication was not approved; and 


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1 ‘‘(B) an opportunity for hearing, if re2 quested by the applicant not later than 20 days 

3 after the date of such denial, with such hearing 

4 to be commenced not later than 30 days after the 

5 date of such denial. 

6 ‘‘(5) RESULT OF FAILURE TO INSTITUTE OR

7 COMMENCE PROCEEDINGS.—An application shall be 

8 deemed to have been approved by the Commission, 

9 if— 

10 ‘‘(A) the Commission fails to either approve, 

11 request the withdrawal of, or deny the applica12 tion, as required under paragraph (3)(A), within 

13 the time period required under paragraph 

14 (3)(A), as such time period may have been ex15 tended pursuant to paragraph (3)(B); or 

16 ‘‘(B) the applicant requests an opportunity 

17 for hearing, pursuant to paragraph (4)(B), but 

18 the Commission does not commence such hearing 

19 within the time period required under para20 graph (4)(B). 

21 ‘‘(6) RULEMAKING.—Not later than 180 days 

22 after the date of enactment of this paragraph, the 

23 Commission shall issue rules to carry out this sub24 section.’’. 


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1 SEC. 849. RESTRICTION ON RECOVERY OF ERRONEOUSLY 

2 AWARDED COMPENSATION. 

3 Section 10D(b)(2) of the Securities Exchange Act of 

4 1934 (15 U.S.C. 78j–4(b)(2)) is amended by inserting before 

5 the period the following: ‘‘, where such executive officer had 

6 control or authority over the financial reporting that re7 sulted in the accounting restatement’’. 

8 SEC. 850. EXEMPTIVE AUTHORITY FOR CERTAIN PROVI9 SIONS RELATING TO REGISTRATION OF NA10 TIONALLY RECOGNIZED STATISTICAL RATING 

11 ORGANIZATIONS. 

12 Section 15E of the Securities Exchange Act of 1934 

13 (15 U.S.C. 78o–7) is amended by adding at the end the 

14 following: 

15 ‘‘(w) COMMISSION EXEMPTIVE AUTHORITY.—The 

16 Commission, by rules and regulations upon its own motion, 

17 or by order upon application, may conditionally or uncon18 ditionally exempt any person from any provision or provi19 sions of this title or of any rule or regulation thereunder, 

20 if and to the extent it determines that such rule, regulation, 

21 or requirement is creating a barrier to entry into the mar22 ket for nationally recognized statistical rating organiza23 tions or impeding competition among such organizations, 

24 or that such an exemption is necessary or appropriate in 

25 the public interest and is consistent with the protection of 

26 investors.’’. 


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1 SEC. 851. RISK-BASED EXAMINATIONS OF NATIONALLY REC2 OGNIZED STATISTICAL RATING ORGANIZA3 TIONS. 

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 METHODOLO17 GIES. 

18 Section 15E(s) of the Securities Exchange Act of 1934 

19 (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 the 

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1 erences to statutory or regulatory requirements 

2 or statutory provision headings or enumerators 

3 for any specific disclosure’’; 

4 (B) in subparagraph (B)(iv), by inserting 

5 before the period the following: ‘‘, except that the 

6 Commission may not require the inclusion of ref7 erences to statutory or regulatory requirements 

8 or statutory provision headings or enumerators 

9 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 the 

23 1-year period preceding the departure of the employee 

24 from the nationally recognized statistical rating orga25 nization’’; 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 rating 

10 of the nationally recognized statistical rat11 ing 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 inserting 

16 ‘‘, or the Chief Credit Officer’’ after ‘‘performing a function 

17 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 the 

23 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 of 

7 a credit rating to a person who participates in 

8 determining or monitoring the credit rating, or 

9 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 credit 

13 rating, or the procedures or methodologies used 

14 to determine credit ratings.’’. 

15 SEC. 857. REPEALS. 

16 (a) REPEALS.—The following provisions of title IX of 

17 the Dodd-Frank Wall Street Reform and Consumer Protec18 tion Act are repealed, and the provisions of law amended 

19 or repealed by such sections are restored or revived as if 

20 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 (38), 

17 and (40) of subsection (a); 

18 (2) in section 953, by striking ‘‘(a) DISCLOSURE

19 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 (15 

4 U.S.C. 80b–3) is amended by adding at the end the fol5 lowing: 

6 ‘‘(o) EXEMPTION OF AND REPORTING BY PRIVATE EQ7 UITY 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 title 

11 with respect to the provision of investment advice re12 lating to a private equity fund. 

13 ‘‘(2) MAINTENANCE OF RECORDS AND ACCESS BY

14 COMMISSION.—Not later than 6 months after the date 

15 of enactment of this subsection, the Commission shall 

16 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 nec23 essary and appropriate in the public interest 

24 and for the protection of investors; and 

25 ‘‘(B) to define the term ‘private equity fund’ 

26 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. 80b– 

3 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 insert8 ing ‘‘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 in8 serting ‘‘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 (F), respectively; and 

14 (2) in subparagraph (A) (as so redesignated), by 

15 striking ‘‘; or’’ at the end and inserting a semicolon, 

16 and inserting after such subparagraph the following: 

17 ‘‘(B) any natural person whose individual 

18 net worth, or joint net worth with that person’s 

19 spouse, exceeds $1,000,000 (which amount, along 

20 with the amounts set forth in subparagraph (C), 

21 shall be adjusted for inflation by the Commission 

22 every 5 years to the nearest $10,000 to reflect the 

23 change in the Consumer Price Index for All 

24 Urban Consumers published by the Bureau of 


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1 Labor Statistics) where, for purposes of calcu2 lating net worth under this subparagraph— 

3 ‘‘(i) the person’s primary residence 

4 shall not be included as an asset; 

5 ‘‘(ii) indebtedness that is secured by 

6 the person’s primary residence, up to the es7 timated fair market value of the primary 

8 residence at the time of the sale of securities, 

9 shall not be included as a liability (except 

10 that if the amount of such indebtedness out11 standing at the time of sale of securities ex12 ceeds the amount outstanding 60 days be13 fore such time, other than as a result of the 

14 acquisition of the primary residence, the 

15 amount of such excess shall be included as 

16 a liability); and 

17 ‘‘(iii) indebtedness that is secured by 

18 the person’s primary residence in excess of 

19 the estimated fair market value of the pri20 mary residence at the time of the sale of se21 curities shall be included as a liability; 

22 ‘‘(C) any natural person who had an indi23 vidual income in excess of $200,000 in each of 

24 the 2 most recent years or joint income with that 

25 person’s spouse in excess of $300,000 in each of 


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1 those years and has a reasonable expectation of 

2 reaching the same income level in the current 

3 year; 

4 ‘‘(D) any natural person who, by reason of 

5 their net worth or income, is an accredited inves6 tor under section 230.215 of title 17, Code of 

7 Federal Regulations (as in effect on the day be8 fore the date of enactment of this subparagraph); 

9 ‘‘(E) any natural person who is currently 

10 licensed or registered as a broker or investment 

11 adviser by the Commission, the Financial Indus12 try Regulatory Authority, or an equivalent self13 regulatory organization (as defined in section 

14 3(a)(26) of the Securities Exchange Act of 1934), 

15 or the securities division of a State or the equiv16 alent State division responsible for licensing or 

17 registration of individuals in connection with se18 curities activities; 

19 ‘‘(F) any natural person the Commission 

20 determines, by regulation, to have demonstrable 

21 education or job experience to qualify such per22 son as having professional knowledge of a subject 

23 related to a particular investment, and whose 

24 education or job experience is verified by the Fi25 nancial Industry Regulatory Authority or an 


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1 equivalent self-regulatory organization (as de2 fined in section 3(a)(26) of the Securities Ex3 change Act of 1934); or’’. 

4 (b) REPEAL.— 

5 (1) IN GENERAL.—Section 413 of the Dodd6 Frank Wall Street Reform and Consumer Protection 

7 Act (Public Law 111–203) is hereby repealed. 

8 (2) CLERICAL AMENDMENT.—The table of con9 tents in section 1(b) of the Dodd-Frank Wall Street 

10 Reform and Consumer Protection Act is amended by 

11 striking the items relating to section 413. 

12 SEC. 861. REPEAL OF CERTAIN PROVISIONS REQUIRING A 

13 STUDY AND REPORT TO CONGRESS. 

14 (a) REPEAL.—The following provisions of the Dodd15 Frank Wall Street Reform and Consumer Protection Act 

16 are repealed: 

17 (1) Section 412. 

18 (2) Section 415. 

19 (3) Section 416. 

20 (4) Section 417. 

21 (b) CLERICAL AMENDMENT.—The table of contents in 

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

23 Consumer Protection Act is amended by striking the items 

24 relating to sections 412, 415, 416, and 417. 


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1 SEC. 862. REPEAL. 

2 (a) REPEAL.—The following sections of title XV of the 

3 Dodd-Frank Wall Street Reform and Consumer Protection 

4 Act are repealed, and the provisions of law amended or re5 pealed by such sections are restored or revived as if such 

6 sections had not been enacted: 

7 (1) Section 1502. 

8 (2) Section 1503. 

9 (3) Section 1504. 

10 (4) Section 1505. 

11 (5) Section 1506. 

12 (b) CLERICAL AMENDMENT.—The table of contents in 

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

14 Consumer Protection Act is amended by striking the items 

15 relating to sections 1502, 1503, 1504, 1505, and 1506. 

16 Subtitle C—Harmonization of 

17 Derivatives Rules 

18 SEC. 871. COMMISSIONS REVIEW AND HARMONIZATION OF 

19 RULES RELATING TO THE REGULATION OF 

20 OVER-THE-COUNTER SWAPS MARKETS. 

21 The Securities and Exchange Commission and the 

22 Commodity Futures Trading Commission shall review each 

23 rule, order, and interpretive guidance issued by either such 

24 Commission pursuant to title VII of the Dodd-Frank Wall 

25 Street Reform and Consumer Protection Act (15 U.S.C. 

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1 encies in any such rules, orders, or interpretive guidance, 

2 shall jointly issue new rules, orders, or interpretive guid3 ance to resolve such inconsistencies. 

4 SEC. 872. TREATMENT OF TRANSACTIONS BETWEEN AFFILI5 ATES. 

6 (a) COMMODITY EXCHANGE ACT.—Section 1a(47) of 

7 the Commodity Exchange Act (7 U.S.C. 1a(47)) is amended 

8 by adding at the end the following: 

9 ‘‘(G) TREATMENT OF SWAP TRANSACTIONS

10 BETWEEN AFFILIATES.— 

11 ‘‘(i) EXEMPTION FROM SWAP RULES.— 

12 Except as provided under clause (ii), the 

13 Commission may not regulate a swap under 

14 this Act if all of the following apply to such 

15 swap: 

16 ‘‘(I) AFFILIATION.—One 

17 counterparty, directly or indirectly, 

18 holds a majority ownership interest in 

19 the other counterparty, or a third 

20 party, directly or indirectly, holds a 

21 majority ownership interest in both 

22 counterparties. 

23 ‘‘(II) FINANCIAL STATEMENTS.— 

24 The affiliated counterparty that holds 

25 the majority interest in the other 


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1 counterparty or the third party that, 

2 directly or indirectly, holds the major3 ity interests in both affiliated counter4 parties, reports its financial statements 

5 on a consolidated basis under generally 

6 accepted accounting principles or 

7 International Financial Reporting 

8 Standards, or other similar standards, 

9 and the financial statements include 

10 the financial results of the majority11 owned affiliated counterparty or 

12 counterparties. 

13 ‘‘(ii) REQUIREMENTS FOR EXEMPTED

14 SWAPS.—With respect to a swap described 

15 under clause (i): 

16 ‘‘(I) REPORTING REQUIREMENT.— 

17 If at least one counterparty is a swap 

18 dealer or major swap participant, that 

19 counterparty shall report the swap 

20 pursuant to section 4r, within such 

21 time period as the Commission may by 

22 rule or regulation prescribe— 

23 ‘‘(aa) to a swap data reposi24 tory; or 


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1 ‘‘(bb) if there is no swap 

2 data repository that would accept 

3 the agreement, contract or trans4 action, to the Commission. 

5 ‘‘(II) RISK MANAGEMENT RE6 QUIREMENT.—If at least one 

7 counterparty is a swap dealer or major 

8 swap participant, the swap shall be 

9 subject to a centralized risk manage10 ment program pursuant to section 4s(j) 

11 that is reasonably designed to monitor 

12 and to manage the risks associated 

13 with the swap. 

14 ‘‘(III) ANTI-EVASION REQUIRE15 MENT.—The swap shall not be struc16 tured to evade the Dodd-Frank Wall 

17 Street Reform and Consumer Protec18 tion Act in violation of any rule pro19 mulgated by the Commission pursuant 

20 to section 721(c) of such Act.’’. 

21 (b) SECURITIES EXCHANGE ACT OF 1934.—Section 

22 3(a)(68) of the Securities Exchange Act of 1934 (15 U.S.C. 

23 78c(a)(68)) is amended by inserting before subsection (b) 

24 the following: 


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1 ‘‘(F) TREATMENT OF SECURITY-BASED

2 SWAP TRANSACTIONS BETWEEN AFFILIATES.— 

3 ‘‘(i) EXEMPTION FROM SECURITY4 BASED SWAP RULES.—Except as provided 

5 under clause (ii), the Commission may not 

6 regulate a security-based swap under this 

7 Act if all of the following apply to such se8 curity-based swap: 

9 ‘‘(I) AFFILIATION.—One 

10 counterparty, directly or indirectly, 

11 holds a majority ownership interest in 

12 the other counterparty, or a third 

13 party, directly or indirectly, holds a 

14 majority ownership interest in both 

15 counterparties. 

16 ‘‘(II) FINANCIAL STATEMENTS.— 

17 The affiliated counterparty that holds 

18 the majority interest in the other 

19 counterparty or the third party that, 

20 directly or indirectly, holds the major21 ity interests in both affiliated counter22 parties, reports its financial statements 

23 on a consolidated basis under generally 

24 accepted accounting principles or 

25 International Financial Reporting 


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1 Standards, or other similar standards, 

2 and the financial statements include 

3 the financial results of the majority4 owned affiliated counterparty or 

5 counterparties. 

6 ‘‘(ii) REQUIREMENTS FOR EXEMPTED

7 SECURITY-BASED SWAPS.—With respect to a 

8 security-based swap described under clause 

9 (i): 

10 ‘‘(I) REPORTING REQUIREMENT.— 

11 If at least one counterparty is a secu12 rity-based swap dealer or major secu13 rity-based swap participant, that 

14 counterparty shall report the security15 based swap pursuant to section 13A, 

16 within such time period as the Com17 mission may by rule or regulation pre18 scribe— 

19 ‘‘(aa) to a security-based 

20 swap data repository; or 

21 ‘‘(bb) if there is no security22 based swap data repository that 

23 would accept the agreement, con24 tract or transaction, to the Com25 mission. 


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1 ‘‘(II) RISK MANAGEMENT RE2 QUIREMENT.—If at least one 

3 counterparty is a security-based swap 

4 dealer or major security-based swap 

5 participant, the security-based swap 

6 shall be subject to a centralized risk 

7 management program pursuant to sec8 tion 15F(j) that is reasonably designed 

9 to monitor and to manage the risks as10 sociated with the security-based swap. 

11 ‘‘(III) ANTI-EVASION REQUIRE12 MENT.—The security-based swap shall 

13 not be structured to evade the Dodd14 Frank Wall Street Reform and Con15 sumer Protection Act in violation of 

16 any rule promulgated by the Commis17 sion pursuant to section 761(b)(3) of 

18 such Act.’’. 

19 TITLE IX—REPEAL OF THE 

20 VOLCKER RULE AND OTHER 

21 PROVISIONS 

22 SEC. 901. REPEALS. 

23 (a) IN GENERAL.—The following sections of title VI 

24 of the Dodd-Frank Wall Street Reform and Consumer Pro25 tection Act are repealed, and the provisions of law amended 


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1 or repealed by such sections are restored or revived as if 

2 such sections had not been enacted: 

3 (1) Section 603. 

4 (2) Section 618. 

5 (3) Section 619. 

6 (4) Section 620. 

7 (5) Section 621. 

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

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

10 and Consumer Protection Act is amended by striking the 

11 items relating to sections 603, 618, 619, 620, and 621. 

12 TITLE X—FED OVERSIGHT 

13 REFORM AND MODERNIZATION 

14 SEC. 1001. REQUIREMENTS FOR POLICY RULES OF THE FED15 ERAL OPEN MARKET COMMITTEE. 

16 The Federal Reserve Act (12 U.S.C. 221 et seq.) is 

17 amended by inserting after section 2B the following new 

18 section: 

19 ‘‘SEC. 2C. DIRECTIVE POLICY RULES OF THE FEDERAL 

20 OPEN MARKET COMMITTEE. 

21 ‘‘(a) DEFINITIONS.—In this section the following defi22 nitions shall apply: 

23 ‘‘(1) APPROPRIATE CONGRESSIONAL COMMIT24 TEES.—The term ‘appropriate congressional commit25 tees’ means the Committee on Financial Services of 


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1 the House of Representatives and the Committee on 

2 Banking, Housing, and Urban Affairs of the Senate. 

3 ‘‘(2) DIRECTIVE POLICY RULE.—The term ‘Direc4 tive Policy Rule’ means a policy rule developed by the 

5 Federal Open Market Committee that meets the re6 quirements of subsection (c) and that provides the 

7 basis for the Open Market Operations Directive. 

8 ‘‘(3) GDP.—The term ‘GDP’ means the gross do9 mestic product of the United States as computed and 

10 published by the Department of Commerce. 

11 ‘‘(4) INTERMEDIATE POLICY INPUT.—The term 

12 ‘Intermediate Policy Input’— 

13 ‘‘(A) may include any variable determined 

14 by the Federal Open Market Committee as a nec15 essary input to guide open-market operations; 

16 ‘‘(B) shall include an estimate of, and the 

17 method of calculation for, the current rate of in18 flation or current inflation expectations; and 

19 ‘‘(C) shall include, specifying whether the 

20 variable or estimate is historical, current, or a 

21 forecast and the method of calculation, at least 

22 one of— 

23 ‘‘(i) an estimate of real GDP, nominal 

24 GDP, or potential GDP; 


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1 ‘‘(ii) an estimate of the monetary ag2 gregate compiled by the Board of Governors 

3 of the Federal Reserve System and Federal 

4 reserve banks; or 

5 ‘‘(iii) an interactive variable or a net 

6 estimate composed of the estimates described 

7 in clauses (i) and (ii). 

8 ‘‘(5) LEGISLATIVE DAY.—The term ‘legislative 

9 day’ means a day on which either House of Congress 

10 is in session. 

11 ‘‘(6) OPEN MARKET OPERATIONS DIRECTIVE.— 

12 The term ‘Open Market Operations Directive’ means 

13 an order to achieve a specified Policy Instrument 

14 Target provided to the Federal Reserve Bank of New 

15 York by the Federal Open Market Committee pursu16 ant to powers authorized under section 14 of this Act 

17 that guide open-market operations. 

18 ‘‘(7) POLICY INSTRUMENT.—The term ‘Policy In19 strument’ means— 

20 ‘‘(A) the nominal Federal funds rate; 

21 ‘‘(B) the nominal rate of interest paid on 

22 nonborrowed reserves; or 

23 ‘‘(C) the discount window primary credit 

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1 est rates (daily or weekly), commonly referred to 

2 as the H.15 release. 

3 ‘‘(8) POLICY INSTRUMENT TARGET.—The term 

4 ‘Policy Instrument Target’ means the target for the 

5 Policy Instrument specified in the Open Market Oper6 ations Directive. 

7 ‘‘(9) REFERENCE POLICY RULE.—The term ‘Ref8 erence Policy Rule’ means a calculation of the nomi9 nal Federal funds rate as equal to the sum of the fol10 lowing: 

11 ‘‘(A) The rate of inflation over the previous 

12 four quarters. 

13 ‘‘(B) One-half of the percentage deviation of 

14 the real GDP from an estimate of potential 

15 GDP. 

16 ‘‘(C) One-half of the difference between the 

17 rate of inflation over the previous four quarters 

18 and two percent. 

19 ‘‘(D) Two percent. 

20 ‘‘(b) SUBMITTING A DIRECTIVE POLICY RULE.—Not 

21 later than 48 hours after the end of a meeting of the Federal 

22 Open Market Committee, the Chairman of the Federal Open 

23 Market Committee shall submit to the appropriate congres24 sional committees and the Comptroller General of the 

25 United States a Directive Policy Rule and a statement that 


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1 identifies the members of the Federal Open Market Com2 mittee who voted in favor of the Directive Policy Rule. 

3 ‘‘(c) REQUIREMENTS FOR A DIRECTIVE POLICY

4 RULE.—A Directive Policy Rule shall— 

5 ‘‘(1) identify the Policy Instrument the Directive 

6 Policy Rule is designed to target; 

7 ‘‘(2) describe the strategy or rule of the Federal 

8 Open Market Committee for the systematic quan9 titative adjustment of the Policy Instrument Target to 

10 respond to a change in the Intermediate Policy In11 puts; 

12 ‘‘(3) include a function that comprehensively 

13 models the interactive relationship between the Inter14 mediate Policy Inputs; 

15 ‘‘(4) include the coefficients of the Directive Pol16 icy Rule that generate the current Policy Instrument 

17 Target and a range of predicted future values for the 

18 Policy Instrument Target if changes occur in any In19 termediate Policy Input; 

20 ‘‘(5) describe the procedure for adjusting the sup21 ply of bank reserves to achieve the Policy Instrument 

22 Target; 

23 ‘‘(6) include a statement as to whether the Direc24 tive Policy Rule substantially conforms to the Ref25 erence Policy Rule and, if applicable— 


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1 ‘‘(A) an explanation of the extent to which 

2 it departs from the Reference Policy Rule; 

3 ‘‘(B) a detailed justification for that depar4 ture; and 

5 ‘‘(C) a description of the circumstances 

6 under which the Directive Policy Rule may be 

7 amended in the future; 

8 ‘‘(7) include a certification that the Directive 

9 Policy Rule is expected to support the economy in 

10 achieving stable prices and maximum natural em11 ployment over the long term; 

12 ‘‘(8) include a calculation that describes with 

13 mathematical precision the expected annual inflation 

14 rate over a 5-year period; and 

15 ‘‘(9) include a plan to use the most accurate 

16 data, subject to all historical revisions, for inputs into 

17 the Directive Policy Rule and the Reference Policy 

18 Rule. 

19 ‘‘(d) GAO REPORT.—The Comptroller General of the 

20 United States shall compare the Directive Policy Rule sub21 mitted under subsection (b) with the rule that was most 

22 recently submitted to determine whether the Directive Pol23 icy Rule has materially changed. If the Directive Policy 

24 Rule has materially changed, the Comptroller General shall, 

25 not later than 7 days after each meeting of the Federal Open 


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1 Market Committee, prepare and submit a compliance report 

2 to the appropriate congressional committees specifying 

3 whether the Directive Policy Rule submitted after that meet4 ing and the Federal Open Market Committee are in compli5 ance with this section. 

6 ‘‘(e) CHANGING MARKET CONDITIONS.— 

7 ‘‘(1) RULE OF CONSTRUCTION.—Nothing in this 

8 Act shall be construed to require that the plans with 

9 respect to the systematic quantitative adjustment of 

10 the Policy Instrument Target described under sub11 section (c)(2) be implemented if the Federal Open 

12 Market Committee determines that such plans cannot 

13 or should not be achieved due to changing market con14 ditions. 

15 ‘‘(2) GAO APPROVAL OF UPDATE.—Upon deter16 mining that plans described in paragraph (1) cannot 

17 or should not be achieved, the Federal Open Market 

18 Committee shall submit an explanation for that deter19 mination and an updated version of the Directive 

20 Policy Rule to the Comptroller General of the United 

21 States and the appropriate congressional committees 

22 not later than 48 hours after making the determina23 tion. The Comptroller General shall, not later than 48 

24 hours after receiving such updated version, prepare 

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1 tees a compliance report determining whether such 

2 updated version and the Federal Open Market Com3 mittee are in compliance with this section. 

4 ‘‘(f) DIRECTIVE POLICY RULE AND FEDERAL OPEN

5 MARKET COMMITTEE NOT IN COMPLIANCE.— 

6 ‘‘(1) IN GENERAL.—If the Comptroller General of 

7 the United States determines that the Directive Policy 

8 Rule and the Federal Open Market Committee are not 

9 in compliance with this section in the report sub10 mitted pursuant to subsection (d), or that the updated 

11 version of the Directive Policy Rule and the Federal 

12 Open Market Committee are not in compliance with 

13 this section in the report submitted pursuant to sub14 section (e)(2), the Chairman of the Board of Gov15 ernors of the Federal Reserve System shall, if re16 quested by the chairman of either of the appropriate 

17 congressional committees, not later than 7 legislative 

18 days after such request, testify before such committee 

19 as to why the Directive Policy Rule, the updated 

20 version, or the Federal Open Market Committee is not 

21 in compliance. 

22 ‘‘(2) GAO AUDIT.—Notwithstanding subsection 

23 (b) of section 714 of title 31, United States Code, 

24 upon submitting a report of noncompliance pursuant 

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1 riod of 7 legislative days described in paragraph (1), 

2 the Comptroller General shall audit the conduct of 

3 monetary policy by the Board of Governors of the 

4 Federal Reserve System and the Federal Open Market 

5 Committee upon request of the appropriate congres6 sional committee. Such committee may specify the pa7 rameters of such audit. 

8 ‘‘(g) CONGRESSIONAL HEARINGS.—The Chairman of 

9 the Board of Governors of the Federal Reserve System shall, 

10 if requested by the chairman of either of the appropriate 

11 congressional committees and not later than 7 legislative 

12 days after such request, appear before such committee to ex13 plain any change to the Directive Policy Rule.’’. 

14 SEC. 1002. FEDERAL OPEN MARKET COMMITTEE BLACKOUT 

15 PERIOD. 

16 Section 12A of the Federal Reserve Act (12 U.S.C. 263) 

17 is amended by adding at the end the following new sub18 section: 

19 ‘‘(d) BLACKOUT PERIOD.— 

20 ‘‘(1) IN GENERAL.—During a blackout period, 

21 the only public communications that may be made by 

22 members and staff of the Committee with respect to 

23 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 specific 

6 to a data release. 

7 ‘‘(C) Communications with respect to the 

8 prudential or supervisory functions of the Board 

9 of Governors. 

10 ‘‘(2) BLACKOUT PERIOD DEFINED.—For pur11 poses of this subsection, and with respect to a meeting 

12 of the Committee described under subsection (a), the 

13 term ‘blackout period’ means the time period that— 

14 ‘‘(A) begins immediately after midnight on 

15 the day that is one week prior to the date on 

16 which such meeting takes place; and 

17 ‘‘(B) ends at midnight on the day after the 

18 date on which such meeting takes place. 

19 ‘‘(3) EXEMPTION FOR CHAIRMAN OF THE BOARD

20 OF GOVERNORS.—Nothing in this section shall pro21 hibit the Chairman of the Board of Governors of the 

22 Federal Reserve System from participating in or 

23 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 Com6 mittee 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 U.S.C. 

13 263(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 Reserve 

20 Banks of New York and Boston; one by the boards of 

21 directors of the Federal Reserve Banks of Philadelphia 

22 and Cleveland; one by the boards of directors of the 

23 Federal Reserve Banks of Richmond and Atlanta; one 

24 by the boards of directors of the Federal Reserve 

25 Banks of Chicago and St. Louis; one by the boards of 

26 directors of the Federal Reserve Banks of Minneapolis 


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1 and Kansas City; and one by the boards of directors 

2 of the Federal Reserve Banks of Dallas and San 

3 Francisco.’’; and 

4 (3) by inserting after the second sentence the fol5 lowing: ‘‘In odd numbered calendar years, one rep6 resentative shall be elected from each of the Federal 

7 Reserve Banks of Boston, Philadelphia, Richmond, 

8 Chicago, Minneapolis, and Dallas. In even-numbered 

9 calendar years, one representative shall be elected 

10 from each of the Federal Reserve Banks of New York, 

11 Cleveland, Atlanta, St. Louis, Kansas City, and San 

12 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 ‘‘Feb24 ruary 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. 247b(12)) 

3 is amended by striking ‘‘semi-annual’’ and inserting ‘‘quar4 terly’’. 

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 Board 

16 of Governors of the Federal Reserve System. If, at the 

17 time of any appearance described in this paragraph, 

18 the position of Vice Chairman for Supervision is va19 cant, the Vice Chairman for the Board of Governors 

20 of the Federal Reserve System (who has the responsi21 bility to serve in the absence of the Chairman) shall 

22 appear instead and provide the required written testi23 mony. If, at the time of any appearance described in 

24 this paragraph, both Vice Chairman positions are va25 cant, the Chairman of the Board of Governors of the 


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1 Federal Reserve System shall appear instead and pro2 vide the required written testimony.’’. 

3 SEC. 1007. SALARIES, FINANCIAL DISCLOSURES, AND OF4 FICE STAFF OF THE BOARD OF GOVERNORS 

5 OF THE FEDERAL RESERVE SYSTEM. 

6 (a) IN GENERAL.—Section 11 of the Federal Reserve 

7 Act (12 U.S.C. 248) is amended— 

8 (1) by redesignating the second subsection (s) 

9 (relating to ‘‘Assessments, Fees, and Other Charges for 

10 Certain Companies’’) as subsection (t); and 

11 (2) by inserting before subsection (w), as added 

12 by section 371(a), the following new subsections: 

13 ‘‘(u) ETHICS STANDARDS FOR MEMBERS AND EM14 PLOYEES.— 

15 ‘‘(1) PROHIBITED AND RESTRICTED FINANCIAL

16 INTERESTS AND TRANSACTIONS.—The members and 

17 employees of the Board of Governors of the Federal 

18 Reserve System shall be subject to the provisions 

19 under section 4401.102 of title 5, Code of Federal 

20 Regulations, to the same extent as such provisions 

21 apply to an employee of the Securities and Exchange 

22 Commission. 

23 ‘‘(2) TREATMENT OF BROKERAGE ACCOUNTS AND

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1 bers and employees of the Board of Governors of the 

2 Federal Reserve System shall— 

3 ‘‘(A) disclose all brokerage accounts that the 

4 member or employee maintains, as well as any 

5 accounts in which the member or employee con6 trols trading or has a financial interest (includ7 ing managed accounts, trust accounts, invest8 ment club accounts, and accounts of spouses or 

9 minor children who live with the member or em10 ployee); 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 Re20 serve System shall be subject to the prohibitions re21 lated to outside employment and activities described 

22 under section 4401.103(c) of title 5, Code of Federal 

23 Regulations, to the same extent as such prohibitions 

24 apply to an employee of the Securities and Exchange 

25 Commission. 


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1 ‘‘(4) ADDITIONAL ETHICS STANDARDS.—The 

2 members and employees of the Board of Governors of 

3 the Federal Reserve System shall be subject to— 

4 ‘‘(A) the employee responsibilities and con5 duct regulations of the Office of Personnel Man6 agement under part 735 of title 5, Code of Fed7 eral 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 conduct 

14 of members and employees and former members 

15 and employees contained in subpart M of part 

16 200 of title 17, Code of Federal Regulations, to 

17 the same extent as such subpart applies to the 

18 employees of the Securities and Exchange Com19 mission. 

20 ‘‘(v) DISCLOSURE OF STAFF SALARIES AND FINANCIAL

21 INFORMATION.—The Board of Governors of the Federal Re22 serve System shall make publicly available, on the website 

23 of the Board of Governors, a searchable database that con24 tains the names of all members, officers, and employees of 

25 the Board of Governors who receive an annual salary in 


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1 excess of the annual rate of basic pay for GS–15 of the Gen2 eral 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 BOARD

9 OF GOVERNORS.—Subsection (l) of section 11 of the Federal 

10 Reserve Act (12 U.S.C. 248) is amended by adding at the 

11 end the following: ‘‘Each member of the Board of Governors 

12 of the Federal Reserve System may employ, at a minimum, 

13 2 individuals, with such individuals selected by such mem14 ber and the salaries of such individuals set by such member. 

15 A member may employ additional individuals as deter16 mined necessary by the Board of Governors.’’. 

17 SEC. 1008. AMENDMENTS TO POWERS OF THE BOARD OF 

18 GOVERNORS OF THE FEDERAL RESERVE SYS19 TEM. 

20 (a) IN GENERAL.—Section 13(3) of the Federal Re21 serve Act (12 U.S.C. 343(3)), as amended by section 

22 111(b)(3), is further amended— 

23 (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 the 

9 following: ‘‘Federal reserve banks may not accept 

10 equity securities issued by the recipient of any 

11 loan or other financial assistance under this 

12 paragraph as collateral. Not later than 6 months 

13 after the date of enactment of this sentence, the 

14 Board shall, by rule, establish— 

15 ‘‘(I) a method for determining the 

16 sufficiency of the collateral required 

17 under this paragraph; 

18 ‘‘(II) acceptable classes of collat19 eral; 

20 ‘‘(III) the amount of any discount 

21 on the value of the collateral that the 

22 Federal reserve banks will apply for 

23 purposes of calculating the sufficiency 

24 of collateral under this 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 re4 ceive.’’; and 

5 (B) in clause (ii)— 

6 (i) by striking the second sentence; and 

7 (ii) by inserting after the first sentence 

8 the following: ‘‘A borrower shall not be eligi9 ble to borrow from any emergency lending 

10 program or facility unless the Board and 

11 all Federal banking regulators with juris12 diction over the borrower certify that, at the 

13 time the borrower initially borrows under 

14 the program or facility, the borrower is not 

15 insolvent.’’; 

16 (3) by inserting ‘‘financial institution’’ before 

17 ‘‘participant’’ each place such term appears; 

18 (4) in subparagraph (D)(i), by inserting ‘‘finan19 cial institution’’ before ‘‘participants’’; and 

20 (5) by adding at the end the following new sub21 paragraphs: 

22 ‘‘(E) PENALTY RATE.— 

23 ‘‘(i) IN GENERAL.—Not later than 6 

24 months after the date of enactment of this 

25 subparagraph, the Board shall, with respect 


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1 to a recipient of any loan or other financial 

2 assistance under this paragraph, establish 

3 by rule a minimum interest rate on the 

4 principal amount of any loan or other fi5 nancial assistance. 

6 ‘‘(ii) MINIMUM INTEREST RATE DE7 FINED.—In this subparagraph, the term 

8 ‘minimum interest rate’ shall mean the sum 

9 of— 

10 ‘‘(I) the average of the secondary 

11 discount rate of all Federal Reserve 

12 banks over the most recent 90-day pe13 riod; and 

14 ‘‘(II) the average of the difference 

15 between a distressed corporate bond 

16 yield index (as defined by rule of the 

17 Board) and a bond yield index of debt 

18 issued by the United States (as defined 

19 by rule of the Board) over the most re20 cent 90-day period. 

21 ‘‘(F) FINANCIAL INSTITUTION PARTICIPANT

22 DEFINED.—For purposes of this paragraph, the 

23 term ‘financial institution participant’— 

24 ‘‘(i) means a company that is pre25 dominantly engaged in financial activities 


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1 (as defined in section 102(a) of the Dodd2 Frank Wall Street Reform and Consumer 

3 Protection Act (12 U.S.C. 5311(a))); and 

4 ‘‘(ii) does not include an agency de5 scribed in subparagraph (W) of section 

6 5312(a)(2) of title 31, United States Code, 

7 or an entity controlled or sponsored by such 

8 an agency.’’. 

9 (b) CONFORMING AMENDMENT.—Section 11(r)(2)(A) 

10 of the Federal Reserve Act (12 U.S.C. 248(r)(2)(A)) is 

11 amended— 

12 (1) in clause (ii)(IV), by striking ‘‘; and’’ and 

13 inserting a semicolon; 

14 (2) in clause (iii), by striking the period at the 

15 end and inserting ‘‘; and’’; and 

16 (3) by adding at the end the following new 

17 clause: 

18 ‘‘(iv) the available members secure the affirma19 tive vote of not less than nine presidents of the Fed20 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 title 

13 31, United States Code, or any other provision of law, the 

14 Comptroller General of the United States shall annually 

15 complete an audit of the Board of Governors of the Federal 

16 Reserve System and the Federal reserve banks under sub17 section (b) of such section 714 within 12 months after the 

18 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 

26 Speaker of the House, the majority and minority 


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1 leaders of the House of Representatives, the ma2 jority 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, and 

6 any other Member of Congress who requests the 

7 report. 

8 (2) CONTENTS.—The report under paragraph (1) 

9 shall include a detailed description of the findings 

10 and conclusion of the Comptroller General with re11 spect to the audit that is the subject of the report, to12 gether with such recommendations for legislative or 

13 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 amend17 ed 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 (f)’’ 

22 each place such term appears; 

23 (B) in subsection (e), by striking ‘‘the third 

24 undesignated paragraph of section 13’’ and in25 serting ‘‘section 13(3)’’; and 


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1 (C) by striking subsection (f). 

2 (2) FEDERAL RESERVE ACT.—Subsection (s) (re3 lating to ‘‘Federal Reserve Transparency and Release 

4 of Information’’) of section 11 of the Federal Reserve 

5 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 established 

11 by or on behalf of the Board of Governors of the 

12 Federal Reserve System or a Federal reserve 

13 bank, authorized by the Board of Governors 

14 under section 13(3), that is not subject to audit 

15 under section 714(e) of title 31, United States 

16 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 in22 serting ‘‘the information described in paragraph 

23 (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 recommendations 

14 of the National Monetary Commission, Congress cre15 ated the Federal Reserve System in 1913. As cur16 rently organized, the Federal Reserve System consists 

17 of the Board of Governors in Washington, District of 

18 Columbia, and the Federal reserve banks organized 

19 into 12 districts around the United States. The stock20 holders of the 12 Federal reserve banks include na21 tional and certain State-chartered commercial banks, 

22 which operate on a fractional reserve basis. 

23 (4) Originally, Congress gave the Federal Re24 serve System a monetary mandate to provide an elas25 tic currency, within the context of a gold standard, in 


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1 response to seasonal fluctuations in the demand for 

2 currency. 

3 (5) Congress also gave the Federal Reserve Sys4 tem a financial stability mandate to serve as the 

5 lender of last resort to solvent but illiquid banks dur6 ing a financial crisis. 

7 (6) In 1977, Congress changed the monetary 

8 mandate of the Federal Reserve System to a dual 

9 mandate for maximum employment and stable prices. 

10 (7) Empirical studies and historical evidence, 

11 both within the United States and in other countries, 

12 demonstrate that price stability is desirable because 

13 both inflation and deflation damage the economy. 

14 (8) The economic challenge of recent years—most 

15 notably the bursting of the housing bubble, the finan16 cial crisis of 2008, and the ensuing anemic recov17 ery—have occurred at great cost in terms of lost jobs 

18 and output. 

19 (9) Policymakers are reexamining the structure 

20 and functioning of financial institutions and markets 

21 to determine what, if any, changes need to be made 

22 to place the financial system on a stronger, more sus23 tainable path going forward. 


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1 (10) The Federal Reserve System has taken ex2 traordinary actions in response to the recent economic 

3 challenges. 

4 (11) The Federal Open Market Committee has 

5 engaged in multiple rounds of quantitative easing, 

6 providing unprecedented liquidity to financial mar7 kets, while committing to holding short-term interest 

8 rates low for a seemingly indefinite period, and pur9 suing a policy of credit allocation by purchasing Fed10 eral agency debt and mortgage-backed securities. 

11 (12) In the wake of the recent extraordinary ac12 tions of the Federal Reserve System, Congress—con13 sistent with its constitutional responsibilities and as 

14 it has done periodically throughout the history of the 

15 United States—has once again renewed its examina16 tion of monetary policy. 

17 (13) Central in such examination has been a re18 newed look at what is the most proper mandate for 

19 the Federal Reserve System to conduct monetary pol20 icy in the 21st century. 

21 (b) ESTABLISHMENT OF A CENTENNIAL MONETARY

22 COMMISSION.—There is established a commission to be 

23 known as the ‘‘Centennial Monetary Commission’’ (in this 

24 section referred to as the ‘‘Commission’’). 

25 (c) STUDY AND REPORT ON MONETARY POLICY.— 


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1 (1) STUDY.—The Commission shall— 

2 (A) examine how United States monetary 

3 policy since the creation of the Board of Gov4 ernors of the Federal Reserve System in 1913 has 

5 affected the performance of the United States 

6 economy in terms of output, employment, prices, 

7 and financial stability over time; 

8 (B) evaluate various operational regimes 

9 under which the Board of Governors of the Fed10 eral Reserve System and the Federal Open Mar11 ket Committee may conduct monetary policy in 

12 terms achieving the maximum sustainable level 

13 of output and employment and price stability 

14 over the long term, including— 

15 (i) discretion in determining monetary 

16 policy without an operational regime; 

17 (ii) price level targeting; 

18 (iii) inflation rate targeting; 

19 (iv) nominal gross domestic product 

20 targeting (both level and growth rate); 

21 (v) the use of monetary policy rules; 

22 and 

23 (vi) the gold standard; 

24 (C) evaluate the use of macro-prudential su25 pervision and regulation as a tool of monetary 


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1 policy in terms of achieving the maximum sus2 tainable level of output and employment and 

3 price stability over the long term; 

4 (D) evaluate the use of the lender-of-last-re5 sort function of the Board of Governors of the 

6 Federal Reserve System as a tool of monetary 

7 policy in terms of achieving the maximum sus8 tainable level of output and employment and 

9 price stability over the long term; 

10 (E) recommend a course for United States 

11 monetary policy going forward, including— 

12 (i) the legislative mandate; 

13 (ii) the operational regime; 

14 (iii) the securities used in open-market 

15 operations; and 

16 (iv) transparency issues; and 

17 (F) consider the effects of the GDP output 

18 and employment targets of the ‘‘dual mandate’’ 

19 (both from the creation of the dual mandate in 

20 1977 until the present time and estimates of the 

21 future effect of the dual mandate ) on— 

22 (i) United States economic activity; 

23 (ii) actions of the Board of Governors 

24 of the Federal Reserve System; and 

25 (iii) Federal debt. 


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1 (2) REPORT.—Not later than 1 year after the 

2 date of the enactment of this section, the Commission 

3 shall submit to Congress and make publicly available 

4 a report containing a statement of the findings and 

5 conclusions of the Commission in carrying out the 

6 study under paragraph (1), together with the rec7 ommendations the Commission considers appropriate. 

8 In making such report, the Commission shall specifi9 cally report on the considerations required under 

10 paragraph (1)(F). 

11 (d) MEMBERSHIP.— 

12 (1) NUMBER AND APPOINTMENT.— 

13 (A) APPOINTED VOTING MEMBERS.—The 

14 Commission shall contain 12 voting members as 

15 follows: 

16 (i) Six members appointed by the 

17 Speaker of the House of Representatives, 

18 with four members from the majority party 

19 and two members from the minority party. 

20 (ii) Six members appointed by the 

21 President Pro Tempore of the Senate, with 

22 four members from the majority party and 

23 two members from the minority party. 

24 (B) CHAIRMAN.—The Speaker of the House 

25 of Representatives and the majority leader of the 


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1 Senate shall jointly designate one of the members 

2 of the Commission as Chairman. 

3 (C) NON-VOTING MEMBERS.—The Commis4 sion shall contain 2 non-voting members as fol5 lows: 

6 (i) One member appointed by the Sec7 retary of the Treasury. 

8 (ii) One member who is the president 

9 of a district Federal reserve bank appointed 

10 by the Chair of the Board of Governors of 

11 the Federal Reserve System. 

12 (2) PERIOD OF APPOINTMENT.—Each member 

13 shall be appointed for the life of the Commission. 

14 (3) TIMING OF APPOINTMENT.—All members of 

15 the Commission shall be appointed not later than 30 

16 days after the date of the enactment of this section. 

17 (4) VACANCIES.—A vacancy in the Commission 

18 shall not affect its powers, and shall be filled in the 

19 manner in which the original appointment was 

20 made. 

21 (5) MEETINGS.— 

22 (A) INITIAL MEETING.—The Commission 

23 shall hold its initial meeting and begin the oper24 ations of the Commission as soon as is prac25 ticable. 


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1 (B) FURTHER MEETINGS.—The Commission 

2 shall meet upon the call of the Chair or a major3 ity of its members. 

4 (6) QUORUM.—Seven voting members of the 

5 Commission shall constitute a quorum but a lesser 

6 number may hold hearings. 

7 (7) MEMBER OF CONGRESS DEFINED.—In this 

8 subsection, the term ‘‘Member of Congress’’ means a 

9 Senator or a Representative in, or Delegate or Resi10 dent Commissioner to, the Congress. 

11 (e) POWERS.— 

12 (1) HEARINGS AND SESSIONS.—The Commission 

13 or, on the authority of the Commission, any sub14 committee or member thereof, may, for the purpose of 

15 carrying out this section, hold hearings, sit and act 

16 at times and places, take testimony, receive evidence, 

17 or administer oaths as the Commission or such sub18 committee or member thereof considers appropriate. 

19 (2) CONTRACT AUTHORITY.—To the extent or in 

20 the amounts provided in advance in appropriation 

21 Acts, the Commission may contract with and com22 pensate government and private agencies or persons 

23 to enable the Commission to discharge its duties 

24 under this section, without regard to section 3709 of 

25 the Revised Statutes (41 U.S.C. 5). 


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1 (3) OBTAINING OFFICIAL DATA.— 

2 (A) IN GENERAL.—The Commission is au3 thorized to secure directly from any executive de4 partment, bureau, agency, board, commission, of5 fice, independent establishment, or instrumen6 tality of the Government, any information, in7 cluding suggestions, estimates, or statistics, for 

8 the purposes of this section. 

9 (B) REQUESTING OFFICIAL DATA.—The 

10 head of such department, bureau, agency, board, 

11 commission, office, independent establishment, or 

12 instrumentality of the government shall, to the 

13 extent authorized by law, furnish such informa14 tion upon request made by— 

15 (i) the Chair; 

16 (ii) the Chair of any subcommittee cre17 ated by a majority of the Commission; or 

18 (iii) any member of the Commission 

19 designated by a majority of the commission 

20 to request such information. 

21 (4) ASSISTANCE FROM FEDERAL AGENCIES.— 

22 (A) GENERAL SERVICES ADMINISTRA23 TION.—The Administrator of General Services 

24 shall provide to the Commission on a reimburs25 able basis administrative support and other servVerDate Sep 11 2014 20:38 May 25, 2017 Jkt 069200 PO 00000 Frm 00513 Fmt 6652 Sfmt 6203 E:\BILLS\H10.RH H10

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1 ices for the performance of the functions of the 

2 Commission. 

3 (B) OTHER DEPARTMENTS AND AGEN4 CIES.—In addition to the assistance prescribed 

5 in subparagraph (A), at the request of the Com6 mission, departments and agencies of the United 

7 States shall provide such services, funds, facili8 ties, staff, and other support services as may be 

9 authorized by law. 

10 (5) POSTAL SERVICE.—The Commission may use 

11 the United States mails in the same manner and 

12 under the same conditions as other departments and 

13 agencies of the United States. 

14 (f) COMMISSION PERSONNEL.— 

15 (1) APPOINTMENT AND COMPENSATION OF

16 STAFF.— 

17 (A) IN GENERAL.—Subject to rules pre18 scribed by the Commission, the Chair may ap19 point and fix the pay of the executive director 

20 and other personnel as the Chair considers ap21 propriate. 

22 (B) APPLICABILITY OF CIVIL SERVICE

23 LAWS.—The staff of the Commission may be ap24 pointed without regard to the provisions of title 

25 5, United States Code, governing appointments 


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1 in the competitive service, and may be paid 

2 without regard to the provisions of chapter 51 

3 and subchapter III of chapter 53 of that title re4 lating to classification and General Schedule pay 

5 rates, except that an individual so appointed 

6 may not receive pay in excess of level V of the 

7 Executive Schedule. 

8 (2) CONSULTANTS.—The Commission may pro9 cure temporary and intermittent services under sec10 tion 3109(b) of title 5, United States Code, but at 

11 rates for individuals not to exceed the daily equiva12 lent of the rate of pay for a person occupying a posi13 tion at level IV of the Executive Schedule. 

14 (3) STAFF OF FEDERAL AGENCIES.—Upon re15 quest of the Commission, the head of any Federal de16 partment or agency may detail, on a reimbursable 

17 basis, any of the personnel of such department or 

18 agency to the Commission to assist it in carrying out 

19 its duties under this section. 

20 (g) TERMINATION OF COMMISSION.— 

21 (1) IN GENERAL.—The Commission shall termi22 nate 6 months after the date on which the report is 

23 submitted under subsection (c)(2). 

24 (2) ADMINISTRATIVE ACTIVITIES BEFORE TERMI25 NATION.—The Commission may use the period beVerDate Sep 11 2014 20:38 May 25, 2017 Jkt 069200 PO 00000 Frm 00515 Fmt 6652 Sfmt 6203 E:\BILLS\H10.RH H10

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1 tween the submission of its report and its termination 

2 for the purpose of concluding its activities, including 

3 providing testimony to the committee of Congress con4 cerning its report. 

5 (h) AUTHORIZATION OF APPROPRIATIONS.—There is 

6 authorized to be appropriated to carry out this section 

7 $1,000,000, which shall remain available until the date on 

8 which the Commission terminates. 

9 TITLE XI—IMPROVING INSUR10 ANCE COORDINATION 

11 THROUGH AN INDEPENDENT 

12 ADVOCATE 

13 SEC. 1101. REPEAL OF THE FEDERAL INSURANCE OFFICE; 

14 CREATION OF THE OFFICE OF THE INDE15 PENDENT INSURANCE ADVOCATE. 

16 (a) ESTABLISHMENT.—Section 313 of title 31, United 

17 States Code, is amended to read as follows (and conforming 

18 the table of contents for chapter 3 of such title accordingly): 

19 ‘‘§ 313. Office of the Independent Insurance Advocate 

20 ‘‘(a) ESTABLISHMENT.—There is established in the De21 partment of the Treasury a bureau to be known as the Office 

22 of the Independent Insurance Advocate (in this section re23 ferred to as the ‘Office’). 

24 ‘‘(b) INDEPENDENT INSURANCE ADVOCATE.— 


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1 ‘‘(1) ESTABLISHMENT OF POSITION.—The chief 

2 officer of the Office of the Independent Insurance Ad3 vocate shall be known as the Independent Insurance 

4 Advocate. The Independent Insurance Advocate shall 

5 perform the duties of such office under the general di6 rection of the Secretary of the Treasury. 

7 ‘‘(2) APPOINTMENT.—The Independent Insurance 

8 Advocate shall be appointed by the President, by and 

9 with the advice and consent of the Senate, from 

10 among persons having insurance expertise. 

11 ‘‘(3) TERM.— 

12 ‘‘(A) IN GENERAL.—The Independent Insur13 ance Advocate shall serve a term of 6 years, un14 less sooner removed by the President upon rea15 sons which shall be communicated to the Senate. 

16 ‘‘(B) SERVICE AFTER EXPIRATION.—If a 

17 successor is not nominated and confirmed by the 

18 end of the term of service of the Independent In19 surance Advocate, the person serving as Inde20 pendent Insurance Advocate shall continue to 

21 serve until such time a successor is appointed 

22 and confirmed. 

23 ‘‘(C) VACANCY.—An Independent Insurance 

24 Advocate who is appointed to serve the remain25 der of a predecessor’s uncompleted term shall be 


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1 eligible thereafter to be appointed to a full 6 year 

2 term. 

3 ‘‘(D) ACTING OFFICIAL ON FINANCIAL STA4 BILITY OVERSIGHT COUNCIL.—In the event of a 

5 vacancy in the office of the Independent Insur6 ance Advocate, and pending the appointment 

7 and confirmation of a successor, or during the 

8 absence or disability of the Independent Insur9 ance Advocate, the Independent Member shall ap10 point a federal official appointed by the Presi11 dent and confirmed by the Senate from a mem12 ber agency of the Financial Stability Oversight 

13 Council, not otherwise serving on the Council, 

14 who shall serve as a member of the Council and 

15 act in the place of the Independent Insurance 

16 Advocate until such vacancy, absence, or dis17 ability concludes. 

18 ‘‘(4) EMPLOYMENT.—The Independent Insurance 

19 Advocate shall be an employee of the Federal Govern20 ment within the definition of employee under section 

21 2105 of title 5, United States Code. 

22 ‘‘(c) INDEPENDENCE; OVERSIGHT.— 

23 ‘‘(1) INDEPENDENCE.—The Secretary of the 

24 Treasury may not delay or prevent the issuance of 

25 any rule or the promulgation of any regulation by the 


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1 Independent Insurance Advocate, and may not inter2 vene in any matter or proceeding before the Inde3 pendent Insurance Advocate, unless otherwise specifi4 cally provided by law. 

5 ‘‘(2) OVERSIGHT BY INSPECTOR GENERAL.—The 

6 Office of the Independent Insurance Advocate shall be 

7 an office in the establishment of the Department of 

8 the Treasury for purposes of the Inspector General 

9 Act of 1978 (5 U.S.C. App.). 

10 ‘‘(d) RETENTION OF EXISTING STATE REGULATORY

11 AUTHORITY.—Nothing in this section or section 314 shall 

12 be construed to establish or provide the Office or the Depart13 ment of the Treasury with general supervisory or regulatory 

14 authority over the business of insurance. 

15 ‘‘(e) BUDGET.— 

16 ‘‘(1) ANNUAL TRANSMITTAL.—For each fiscal 

17 year, the Independent Insurance Advocate shall trans18 mit a budget estimate and request to the Secretary of 

19 the Treasury, which shall specify the aggregate 

20 amount of funds requested for such fiscal year for the 

21 operations of the Office of the Independent Insurance 

22 Advocate. 

23 ‘‘(2) INCLUSIONS.—In transmitting the proposed 

24 budget to the President for approval, the Secretary of 

25 the Treasury shall include— 


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1 ‘‘(A) an aggregate request for the Inde2 pendent Insurance Advocate; and 

3 ‘‘(B) any comments of the Independent In4 surance Advocate with respect to the proposal. 

5 ‘‘(3) PRESIDENT’S BUDGET.—The President shall 

6 include in each budget of the United States Govern7 ment submitted to the Congress— 

8 ‘‘(A) a separate statement of the budget esti9 mate prepared in accordance with paragraph 

10 (1); 

11 ‘‘(B) the amount requested by the President 

12 for the Independent Insurance Advocate; and 

13 ‘‘(C) any comments of the Independent In14 surance Advocate with respect to the proposal if 

15 the Independent Insurance Advocate concludes 

16 that the budget submitted by the President would 

17 substantially inhibit the Independent Insurance 

18 Advocate from performing the duties of the office. 

19 ‘‘(f) ASSISTANCE.—The Secretary of the Treasury shall 

20 provide the Independent Insurance Advocate such services, 

21 funds, facilities and other support services as the Inde22 pendent Insurance Advocate may request and as the Sec23 retary may approve. 

24 ‘‘(g) PERSONNEL.— 


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1 ‘‘(1) EMPLOYEES.—The Independent Insurance 

2 Advocate may fix the number of, and appoint and di3 rect, the employees of the Office, in accordance with 

4 the applicable provisions of title 5, United States 

5 Code. The Independent Insurance Advocate is author6 ized to employ attorneys, analysts, economists, and 

7 other employees as may be deemed necessary to assist 

8 the Independent Insurance Advocate to carry out the 

9 duties and functions of the Office. Unless otherwise 

10 provided expressly by law, any individual appointed 

11 under this paragraph shall be an employee as defined 

12 in section 2105 of title 5, United States Code, and 

13 subject to the provisions of such title and other laws 

14 generally applicable to the employees of the Executive 

15 Branch. 

16 ‘‘(2) COMPENSATION.—Employees of the Office 

17 shall be paid in accordance with the provisions of 

18 chapter 51 and subchapter III of chapter 53 of title 

19 5, United States Code, relating to classification and 

20 General Schedule pay rates. 

21 ‘‘(3) PROCUREMENT OF TEMPORARY AND INTER22 MITTENT SERVICES.—The Independent Insurance Ad23 vocate may procure temporary and intermittent serv24 ices under section 3109(b) of title 5, United States 

25 Code, at rates for individuals which do not exceed the 


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1 daily equivalent of the annual rate of basic pay pre2 scribed for Level V of the Executive Schedule under 

3 section 5316 of such title. 

4 ‘‘(4) DETAILS.—Any employee of the Federal 

5 Government may be detailed to the Office with or 

6 without reimbursement, and such detail shall be with7 out interruption or loss of civil service status or 

8 privilege. An employee of the Federal Government de9 tailed to the Office shall report to and be subject to 

10 oversight by the Independent Insurance Advocate dur11 ing the assignment to the office, and may be com12 pensated by the branch, department, or agency from 

13 which the employee was detailed. 

14 ‘‘(5) INTERGOVERNMENTAL PERSONNEL.—The 

15 Independent Insurance Advocate may enter into 

16 agreements under subchapter VI of chapter 33 of title 

17 5, United States Code, with State and local govern18 ments, institutions of higher education, Indian tribal 

19 governments, and other eligible organizations for the 

20 assignment of intermittent, part-time, and full-time 

21 personnel, on a reimbursable or non-reimbursable 

22 basis. 

23 ‘‘(h) ETHICS.— 

24 ‘‘(1) DESIGNATED ETHICS OFFICIAL.—The Legal 

25 Counsel of the Financial Stability Oversight Council, 


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1 or in the absence of a Legal Counsel of the Council, 

2 the designated ethics official of any Council member 

3 agency, as chosen by the Independent Insurance Advo4 cate, shall be the ethics official for the Independent 

5 Insurance Advocate. 

6 ‘‘(2) RESTRICTION ON REPRESENTATION.—In 

7 addition to any restriction under section 205(c) of 

8 title18, United States Code, except as provided in 

9 subsections (d) through (i) of section 205 of such title, 

10 the Independent Insurance Advocate (except in the 

11 proper discharge of official duties) shall not, with or 

12 without compensation, represent anyone to or before 

13 any officer or employee of— 

14 ‘‘(A) the Financial Stability Oversight 

15 Council on any matter; or 

16 ‘‘(B) the Department of Justice with respect 

17 to litigation involving a matter described in sub18 paragraph (A). 

19 ‘‘(3) COMPENSATION FOR SERVICES PROVIDED BY

20 ANOTHER.—For purposes of section 203 of title 18, 

21 United States Code, and if a special government em22 ployee— 

23 ‘‘(A) the Independent Insurance Advocate 

24 shall not be subject to the restrictions of sub25 section (a)(1) of section 203,of title 18, United 


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1 States Code, for sharing in compensation earned 

2 by another for representations on matters covered 

3 by such section; and 

4 ‘‘(B) a person shall not be subject to the re5 strictions of subsection (a)(2) of such section for 

6 sharing such compensation with the Independent 

7 Insurance Advocate. 

8 ‘‘(i) ADVISORY, TECHNICAL, AND PROFESSIONAL COM9 MITTEES.—The Independent Insurance Advocate may ap10 point such special advisory, technical, or professional com11 mittees as may be useful in carrying out the functions of 

12 the Office and the members of such committees may be staff 

13 of the Office, or other persons, or both. 

14 ‘‘(j) MISSION AND FUNCTIONS.— 

15 ‘‘(1) MISSION.—In carrying out the functions 

16 under this subsection, the mission of the Office shall 

17 be to act as an independent advocate on behalf of the 

18 interests of United States policyholders on prudential 

19 aspects of insurance matters of importance, and to 

20 provide perspective on protecting their interests, sepa21 rate and apart from any other Federal agency or 

22 State insurance regulator. 

23 ‘‘(2) OFFICE.—The Office shall have the author24 ity— 


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1 ‘‘(A) to coordinate Federal efforts on pru2 dential aspects of international insurance mat3 ters, including representing the United States, as 

4 appropriate, in the International Association of 

5 Insurance Supervisors (or a successor entity) 

6 and assisting the Secretary in negotiating cov7 ered agreements (as such term is defined in sub8 section (q)) in coordination with States (includ9 ing State insurance commissioners) and the 

10 United States Trade Representative; 

11 ‘‘(B) to consult with the States (including 

12 State insurance regulators) regarding insurance 

13 matters of national importance and prudential 

14 insurance matters of international importance; 

15 ‘‘(C) to assist the Secretary in admin16 istering the Terrorism Insurance Program estab17 lished in the Department of the Treasury under 

18 the Terrorism Risk Insurance Act of 2002 (15 

19 U.S.C. 6701 note); 

20 ‘‘(D) to observe all aspects of the insurance 

21 industry, including identifying issues or gaps in 

22 the regulation of insurers that could contribute 

23 to a systemic crisis in the insurance industry or 

24 the United States financial system; and 


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1 ‘‘(E) to make determinations and exercise 

2 the authority under subsection (m) with respect 

3 to covered agreements and State insurance meas4 ures. 

5 ‘‘(3) MEMBERSHIP ON FINANCIAL STABILITY

6 OVERSIGHT COUNCIL.— 

7 ‘‘(A) IN GENERAL.—The Independent Insur8 ance Advocate shall serve, pursuant to section 

9 111(b)(1)(J) of the Financial Stability Act of 

10 2010 (12 U.S.C. 5321(b)(1)(J)), as a member on 

11 the Financial Stability Oversight Council. 

12 ‘‘(B) AUTHORITY.—To assist the Financial 

13 Stability Oversight Council with its responsibil14 ities to monitor international insurance develop15 ments, advise the Congress, and make rec16 ommendations, the Independent Insurance Advo17 cate shall have the authority— 

18 ‘‘(i) to regularly consult with inter19 national insurance supervisors and inter20 national financial stability counterparts; 

21 ‘‘(ii) to consult with the Board of Gov22 ernors of the Federal Reserve System and 

23 the States with respect to representing the 

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1 visors (including to become a non-voting 

2 member thereof), particularly on matters of 

3 systemic risk; 

4 ‘‘(iii) to participate at the Financial 

5 Stability Board of The Group of Twenty 

6 and to join with other members from the 

7 United States including on matters related 

8 to insurance; and 

9 ‘‘(iv) to participate with the United 

10 States delegation to the Organization for 

11 Economic Cooperation and Development 

12 and observe and participate at the Insur13 ance and Private Pensions Committee. 

14 ‘‘(4) LIMITATIONS ON PARTICIPATION IN SUPER15 VISORY COLLEGES.—The Office may not engage in 

16 any activities that it is not specifically authorized to 

17 engage in under this section or any other provision 

18 of law, including participation in any supervisory 

19 college or other meetings or fora for cooperation and 

20 communication between the involved insurance super21 visors established for the fundamental purpose of fa22 cilitating the effectiveness of supervision of entities 

23 which belong to an insurance group. 


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1 ‘‘(k) SCOPE.—The authority of the Office as specified 

2 and limited in this section shall extend to all lines of insur3 ance except— 

4 ‘‘(1) health insurance, as determined by the Sec5 retary in coordination with the Secretary of Health 

6 and Human Services based on section 2791 of the 

7 Public Health Service Act (42 U.S.C. 300gg-91); 

8 ‘‘(2) long-term care insurance, except long-term 

9 care insurance that is included with life or annuity 

10 insurance components, as determined by the Secretary 

11 in coordination with the Secretary of Health and 

12 Human Services, and in the case of long-term care 

13 insurance that is included with such components, the 

14 Secretary shall coordinate with the Secretary of 

15 Health and Human Services in performing the func16 tions of the Office; and 

17 ‘‘(3) crop insurance, as established by the Fed18 eral Crop Insurance Act (7 U.S.C. 1501 et seq.). 

19 ‘‘(l) ACCESS TO INFORMATION.—In carrying out the 

20 functions required under subsection (j), the Office may co21 ordinate with any relevant Federal agency and any State 

22 insurance regulator (or other relevant Federal or State reg23 ulatory agency, if any, in the case of an affiliate of an in24 surer) and any publicly available sources for the provision 

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1 standing any other provision of law, each such relevant 

2 Federal agency and State insurance regulator or other Fed3 eral or State regulatory agency is authorized to provide to 

4 the Office such data or information. 

5 ‘‘(m) PREEMPTION PURSUANT TO COVERED AGREE6 MENTS.— 

7 ‘‘(1) STANDARDS.—A State insurance measure 

8 shall be preempted pursuant to this section or section 

9 314 if, and only to the extent that the Independent 

10 Insurance Advocate determines, in accordance with 

11 this subsection, that the measure— 

12 ‘‘(A) results in less favorable treatment of a 

13 non-United States insurer domiciled in a foreign 

14 jurisdiction that is subject to a covered agree15 ment than a United States insurer domiciled, li16 censed, or otherwise admitted in that State; and 

17 ‘‘(B) is inconsistent with a covered agree18 ment. 

19 ‘‘(2) DETERMINATION.— 

20 ‘‘(A) NOTICE OF POTENTIAL INCONSIST21 ENCY.—Before making any determination under 

22 paragraph (1), the Independent Insurance Advo23 cate shall— 


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1 ‘‘(i) notify and consult with the appro2 priate State regarding any potential incon3 sistency or preemption; 

4 ‘‘(ii) notify and consult with the 

5 United States Trade Representative regard6 ing any potential inconsistency or preemp7 tion; 

8 ‘‘(iii) cause to be published in the Fed9 eral Register notice of the issue regarding 

10 the potential inconsistency or preemption, 

11 including a description of each State insur12 ance measure at issue and any applicable 

13 covered agreement; 

14 ‘‘(iv) provide interested parties a rea15 sonable opportunity to submit written com16 ments to the Office; and 

17 ‘‘(v) consider any comments received. 

18 ‘‘(B) SCOPE OF REVIEW.—For purposes of 

19 this subsection, any determination of the Inde20 pendent Insurance Advocate regarding State in21 surance measures, and any preemption under 

22 paragraph (1) as a result of such determination, 

23 shall be limited to the subject matter contained 

24 within the covered agreement involved and shall 

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1 insurance consumers that is substantially equiv2 alent to the level of protection achieved under 

3 State insurance or reinsurance regulation. 

4 ‘‘(C) NOTICE OF DETERMINATION OF INCON5 SISTENCY.—Upon making any determination 

6 under paragraph (1), the Director shall— 

7 ‘‘(i) notify the appropriate State of the 

8 determination and the extent of the incon9 sistency; 

10 ‘‘(ii) establish a reasonable period of 

11 time, which shall not be less than 30 days, 

12 before the determination shall become effec13 tive; and 

14 ‘‘(iii) notify the Committees on Finan15 cial Services and Ways and Means of the 

16 House of Representatives and the Commit17 tees on Banking, Housing, and Urban Af18 fairs and Finance of the Senate. 

19 ‘‘(3) NOTICE OF EFFECTIVENESS.—Upon the 

20 conclusion of the period referred to in paragraph 

21 (2)(C)(ii), if the basis for such determination still ex22 ists, the determination shall become effective and the 

23 Independent Insurance Advocate shall— 


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1 ‘‘(A) cause to be published a notice in the 

2 Federal Register that the preemption has become 

3 effective, as well as the effective date; and 

4 ‘‘(B) notify the appropriate State. 

5 ‘‘(4) LIMITATION.—No State may enforce a State 

6 insurance measure to the extent that such measure 

7 has been preempted under this subsection. 

8 ‘‘(5) APPLICABILITY OF ADMINISTRATIVE PROCE9 DURES ACT.—Determinations of inconsistency made 

10 pursuant to paragraph (2) shall be subject to the ap11 plicable provisions of subchapter II of chapter 5 of 

12 title 5, United States Code (relating to administrative 

13 procedure), and chapter 7 of such title (relating to ju14 dicial review), except that in any action for judicial 

15 review of a determination of inconsistency, the court 

16 shall determine the matter de novo. 

17 ‘‘(n) CONSULTATION.—The Independent Insurance Ad18 vocate shall consult with State insurance regulators, indi19 vidually or collectively, to the extent the Independent Insur20 ance Advocate determines appropriate, in carrying out the 

21 functions of the Office. 

22 ‘‘(o) NOTICES AND REQUESTS FOR COMMENT.—In ad23 dition to the other functions and duties specified in this 

24 section, the Independent Insurance Advocate may prescribe 

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1 ister as are deemed necessary related to and governing the 

2 manner in which the duties and authorities of the Inde3 pendent Insurance Advocate are carried out; 

4 ‘‘(p) SAVINGS PROVISIONS.—Nothing in this section 

5 shall— 

6 ‘‘(1) preempt— 

7 ‘‘(A) any State insurance measure that gov8 erns any insurer’s rates, premiums, under9 writing, or sales practices; 

10 ‘‘(B) any State coverage requirements for 

11 insurance; 

12 ‘‘(C) the application of the antitrust laws of 

13 any State to the business of insurance; or 

14 ‘‘(D) any State insurance measure gov15 erning the capital or solvency of an insurer, ex16 cept to the extent that such State insurance 

17 measure results in less favorable treatment of a 

18 non-United State insurer than a United States 

19 insurer; or 

20 ‘‘(2) affect the preemption of any State insur21 ance measure otherwise inconsistent with and pre22 empted by Federal law. 

23 ‘‘(q) RETENTION OF AUTHORITY OF FEDERAL FINAN24 CIAL REGULATORY AGENCIES.—Nothing in this section or 

25 section 314 shall be construed to limit the authority of any 


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1 Federal financial regulatory agency, including the author2 ity to develop and coordinate policy, negotiate, and enter 

3 into agreements with foreign governments, authorities, reg4 ulators, and multinational regulatory committees and to 

5 preempt State measures to affect uniformity with inter6 national regulatory agreements. 

7 ‘‘(r) RETENTION OF AUTHORITY OF UNITED STATES

8 TRADE REPRESENTATIVE.—Nothing in this section or sec9 tion 314 shall be construed to affect the authority of the 

10 Office of the United States Trade Representative pursuant 

11 to section 141 of the Trade Act of 1974 (19 U.S.C. 2171) 

12 or any other provision of law, including authority over the 

13 development and coordination of United States inter14 national trade policy and the administration of the United 

15 States trade agreements program. 

16 ‘‘(s) CONGRESSIONAL TESTIMONY.—The Independent 

17 Insurance Advocate shall appear before the Committee on 

18 Financial Services of the House of Representatives and the 

19 Committee on Banking, Housing, and Urban Affairs at 

20 semi-annual hearings and shall provide testimony, which 

21 shall include submitting written testimony in advance of 

22 such appearances to such committees and to the Committee 

23 on Ways and Means of the House of Representatives and 

24 the Committee on Finance of the Senate, on the following 

25 matters: 


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1 ‘‘(1) OFFICE ACTIVITIES.—The efforts, activities, 

2 objectives, and plans of the Office. 

3 ‘‘(2) SECTION 313(L) ACTIONS.—Any actions 

4 taken by the Office pursuant to subsection (l) (regard5 ing preemption pursuant to covered agreements). 

6 ‘‘(3) INSURANCE INDUSTRY.—The state of, and 

7 developments in, the insurance industry. 

8 ‘‘(4) U.S. AND GLOBAL INSURANCE AND REIN9 SURANCE MARKETS.—The breadth and scope of the 

10 global insurance and reinsurance markets and the 

11 critical role such markets plays in supporting insur12 ance in the United States and the ongoing impacts of 

13 part II of the Nonadmitted and Reinsurance Reform 

14 Act of 2010 on the ability of State regulators to access 

15 reinsurance information for regulated companies in 

16 their jurisdictions. 

17 ‘‘(5) OTHER.—Any other matters as deemed rel18 evant by the Independent Insurance Advocate or re19 quested by such Committees. 

20 ‘‘(t) REPORT UPON END OF TERM OF OFFICE.—Not 

21 later than two months prior to the expiration of the term 

22 of office, or discontinuation of service, of each individual 

23 serving as the Independent Insurance Advocate, the Inde24 pendent Insurance Advocate shall submit a report to the 

25 Committees on Financial Services and Ways and Means 


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1 of the House of Representatives and the Committees on 

2 Banking, Housing, and Urban Affairs and Finance of the 

3 Senate setting forth recommendations regarding the Finan4 cial Stability Oversight Council and the role, duties, and 

5 functions of the Independent Insurance Advocate. 

6 ‘‘(u) DEFINITIONS.—In this section and section 314, 

7 the following definitions shall apply: 

8 ‘‘(1) AFFILIATE.—The term ‘affiliate’ means, 

9 with respect to an insurer, any person who controls, 

10 is controlled by, or is under common control with the 

11 insurer. 

12 ‘‘(2) COVERED AGREEMENT.—The term ‘covered 

13 agreement’ means a written bilateral or multilateral 

14 agreement regarding prudential measures with respect 

15 to the business of insurance or reinsurance that— 

16 ‘‘(A) is entered into between the United 

17 States and one or more foreign governments, au18 thorities, or regulatory entities; and 

19 ‘‘(B) relates to the recognition of prudential 

20 measures with respect to the business of insur21 ance or reinsurance that achieves a level of pro22 tection for insurance or reinsurance consumers 

23 that is substantially equivalent to the level of 

24 protection achieved under State insurance or re25 insurance 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 of 

7 Governors of the Federal Reserve System, the Office of 

8 the Comptroller of the Currency, the Office of Thrift 

9 Supervision, the Securities and Exchange Commis10 sion, the Commodity Futures Trading Commission, 

11 the Federal Deposit Insurance Corporation, the Fed12 eral Housing Finance Agency, or the National Credit 

13 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 (12 

19 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 Office 

5 of the Independent Insurance Advocate established by 

6 this section. 

7 ‘‘(9) STATE INSURANCE MEASURE.—The term 

8 ‘State insurance measure’ means any State law, regu9 lation, 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 term 

13 ‘State insurance regulator’ means any State regu14 latory authority responsible for the supervision of in15 surers. 

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 foreign 

20 government, authority, or regulatory entity achieve a 

21 similar outcome in consumer protection as the out22 come achieved under State insurance or reinsurance 

23 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 the 

2 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 by 

7 adding at the end the following new item: 

8 ‘‘Independent Insurance Advocate, Department 

9 of the Treasury.’’. 

10 (c) VOTING MEMBER OF FSOC.—Paragraph (1) of sec11 tion 111(b) of the Dodd-Frank Wall Street Reform and Con12 sumer Protection Act (12 U.S.C. 5321(b)(1)) is amended 

13 by striking subparagraph (J) and inserting the following 

14 new subparagraph: 

15 ‘‘(J) the Independent Insurance Advocate 

16 appointed pursuant to section 313 of title 31, 

17 United States Code.’’. 

18 (d) INDEPENDENCE.—Section 111 of Public Law 93– 

19 495 (12 U.S.C. 250) is amended— 

20 (1) by inserting ‘‘the Independent Insurance Ad21 vocate of the Department of the Treasury,’’ after 

22 ‘‘Federal Housing Finance Agency,’’; and 

23 (2) by inserting ‘‘or official’’ before ‘‘submitting 

24 them’’. 


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1 (e) TRANSFER OF EMPLOYEES.—All employees of the 

2 Department of Treasury who are performing staff functions 

3 for the independent member of the Financial Stability 

4 Oversight Council under section 111(b)(2)(J) of the Dodd5 Frank Wall Street Reform and Consumer Protection Act 

6 (12 U.S.C. 5321(b)(2)(J)) on a full-time equivalent basis 

7 as of the date of enactment of this Act shall be eligible for 

8 transfer to the Office of the Independent Insurance Advocate 

9 established pursuant to the amendment made by subsection 

10 (a) of this section for appointment as an employee and shall 

11 be transferred at the joint discretion of the Independent In12 surance Advocate and the eligible employee. Any employee 

13 eligible for transfer that is not appointed within 360 days 

14 from the date of enactment of this Act shall be eligible for 

15 detail under section 313(f)(4) of title 31, United States 

16 Code. 

17 (f) TEMPORARY SERVICE; TRANSITION.—Notwith18 standing the amendment made by subsection (a) of this sec19 tion, during the period beginning on the date of the enact20 ment of this Act and ending on the date on which the Inde21 pendent Insurance Advocate is appointed and confirmed 

22 pursuant to section 313(b)(2) of title 31, United States 

23 Code, as amended by such amendment, the person serving, 

24 on such date of enactment, as the independent member of 

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1 tion 111(b)(1)(J) of the Dodd-Frank Wall Street Reform 

2 and Consumer Protection Act (12 U.S.C. 5321(b)(1)(J)) 

3 shall act for all purposes as, and with the full powers of, 

4 the Independent Insurance Advocate. 

5 (g) COMPARABILITY IN COMPENSATION SCHEDULES.— 

6 Subsection (a) of section 1206 of the Financial Institutions 

7 Reform, Recovery, and Enforcement Act of 1989 (12 U.S.C. 

8 1833b(a)) is amended by inserting ‘‘the Office of the Inde9 pendent Insurance Advocate of the Department of the Treas10 ury,’’ before ‘‘and the Farm Credit Administration,’’. 

11 (h) SENIOR EXECUTIVES.—Subparagraph (D) of sec12 tion 3132(a)(1) of title 5, United States Code, is amended 

13 by inserting ‘‘the Office of the Independent Insurance Advo14 cate of the Department of the Treasury,’’ after ‘‘Finance 

15 Agency,’’. 

16 SEC. 1102. TREATMENT OF COVERED AGREEMENTS. 

17 Subsection (c) of section 314 of title 31, United States 

18 Code is amended— 

19 (1) by designating paragraphs (1) and (2) as 

20 paragraphs (2) and (3), respectively; and 

21 (2) by inserting before paragraph (2), as so re22 designated, the following new paragraph: 

23 ‘‘(1) the Secretary of the Treasury and the 

24 United States Trade Representative have caused to be 

25 published in the Federal Register, and made available 


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1 for public comment for a period of not fewer than 30 

2 days and not greater than 90 days (which period 

3 may run concurrently with the 90-day period for the 

4 covered agreement referred to in paragraph (3)), the 

5 proposed text of the covered agreement;’’. 

6 TITLE XII—TECHNICAL 

7 CORRECTIONS 

8 SEC. 1201. TABLE OF CONTENTS; DEFINITIONAL CORREC9 TIONS. 

10 (a) TABLE OF CONTENTS.—The table of contents for 

11 the Dodd-Frank Wall Street Reform and Consumer Protec12 tion Act (Public Law 111–203; 124 Stat. 1376) is amended 

13 by striking the items relating to section 407 through 414 

14 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.’’. 

15 (b) DEFINITIONS.—Section 2 of the Dodd-Frank Wall 

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

17 5301) is amended— 

18 (1) in paragraph (1)— 

19 (A) by striking ‘‘section 3’’ and inserting 

20 ‘‘section 3(w)’’; and 


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1 (B) by striking ‘‘(12 U.S.C. 1813)’’ and in2 serting ‘‘(12 U.S.C. 1813(w))’’; 

3 (2) in paragraph (6), by striking ‘‘1 et seq.’’ and 

4 inserting ‘‘1a’’; and 

5 (3) in paragraph (18)(A)— 

6 (A) by striking ‘‘ ‘bank holding company’,’’; 

7 and 

8 (B) by inserting ‘‘ ‘includes’,’’ before ‘‘ ‘in9 cluding’,’’. 

10 SEC. 1202. ANTITRUST SAVINGS CLAUSE CORRECTIONS. 

11 Section 6 of the Dodd-Frank Wall Street Reform and 

12 Consumer Protection Act (12 U.S.C. 5303) is amended, in 

13 the second sentence— 

14 (1) by inserting ‘‘(15 U.S.C. 12(a))’’ after ‘‘Clay15 ton Act’’; and 

16 (2) by striking ‘‘Act, to’’ and inserting ‘‘Act (15 

17 U.S.C. 45) to’’. 

18 SEC. 1203. TITLE I CORRECTIONS. 

19 Title I of the Dodd-Frank Wall Street Reform and 

20 Consumer Protection Act (12 U.S.C. 5311 et seq.) is amend21 ed— 

22 (1) in section 102(a)(6) (12 U.S.C. 5311(a)(6)), 

23 by inserting ‘‘(12 U.S.C. 1843(k))’’ after ‘‘of 1956’’ 

24 each place that term appears; 


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1 (2) in section 111(c)(3) (12 U.S.C. 5321(c)(3)), 

2 by striking ‘‘that agency or department head’’ and in3 serting ‘‘the head of that member agency or depart4 ment’’; 

5 (3) in section 112 (12 U.S.C. 5322)— 

6 (A) in subsection (a)(2)— 

7 (i) in subparagraph (C) (as redesig8 nated by section 151)— 

9 (I) by striking ‘‘to monitor’’ and 

10 inserting ‘‘monitor’’; and 

11 (II) by striking ‘‘to advise’’ and 

12 inserting ‘‘advise’’; 

13 (ii) in subparagraph (H) (as redesig14 nated by section 151), by striking ‘‘may’’; 

15 and 

16 (B) in subsection (d)(5), by striking ‘‘sub17 section and subtitle B’’ each place such term ap18 pears and inserting ‘‘subtitle’’; and 

19 (4) in section 171(b)(4)(D) (12 U.S.C. 

20 5371(b)(4)(D)), by adding a period at the end. 

21 SEC. 1204. TITLE III CORRECTIONS. 

22 (a) IN GENERAL.—Title III of the Dodd-Frank Wall 

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

24 5401 et seq.) is amended— 


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1 (1) in section 327(b)(5) (12 U.S.C. 5437(b)(5)), 

2 by striking ‘‘in’’ and inserting ‘‘into’’; 

3 (2) in section 333(b)(2) (124 Stat. 1539), by in4 serting ‘‘the second place that term appears’’ before 

5 ‘‘and inserting’’; and 

6 (3) in section 369(5) (124 Stat. 1559)— 

7 (A) in subparagraph (D)(i)— 

8 (i) in subclause (III), by redesignating 

9 items (aa), (bb), and (cc) as subitems (AA), 

10 (BB), and (CC), respectively, and adjusting 

11 the margins accordingly; 

12 (ii) in subclause (IV), redesignating 

13 items (aa) and (bb) as subitems (AA) and 

14 (BB), respectively, and adjusting the mar15 gins accordingly; 

16 (iii) in subclause (V), by redesignating 

17 items (aa), (bb), and (cc) as subitems (AA), 

18 (BB), and (CC), respectively, and adjusting 

19 the margins accordingly; and 

20 (iv) by redesignating subclauses (III), 

21 (IV), and (V) as items (bb), (cc), and (dd), 

22 respectively, and adjusting the margins ac23 cordingly; 

24 (B) in subparagraph (F)— 


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1 (i) in clause (ii), by adding ‘‘and’’ at 

2 the end; 

3 (ii) in clause (iii), by striking ‘‘; and’’ 

4 and inserting a period; and 

5 (iii) by striking clause (iv); and 

6 (C) in subparagraph (G)(i), by inserting 

7 ‘‘each place such term appears’’ before ‘‘and in8 serting’’. 

9 (b) EFFECTIVE DATES.— 

10 (1) SECTION 333.—The amendment made by sub11 section (a)(2) of this section shall take effect as though 

12 enacted as part of subtitle C of title III of the Dodd13 Frank Wall Street Reform and Consumer Protection 

14 Act (124 Stat. 1538). 

15 (2) SECTION 369.—The amendments made by 

16 subsection (a)(3) of this section shall take effect as 

17 though enacted as part of subtitle E of title III of the 

18 Dodd-Frank Wall Street Reform and Consumer Pro19 tection Act (124 Stat. 1546). 

20 SEC. 1205. TITLE IV CORRECTION. 

21 Section 414 of the Dodd-Frank Wall Street Reform 

22 and Consumer Protection Act (124 Stat. 1578) is amended 

23 in the section heading by striking ‘‘COMMODITIES’’ and 

24 inserting ‘‘COMMODITY’’. 


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1 SEC. 1206. TITLE VI CORRECTIONS. 

2 (a) IN GENERAL.—Section 610 of the Dodd-Frank 

3 Wall Street Reform and Consumer Protection Act (124 

4 Stat. 1596) is amended— 

5 (1) by striking subsection (b); and 

6 (2) by redesignating subsection (c) as subsection 

7 (b). 

8 (b) EFFECTIVE DATE.—The amendments made by sub9 section (a) of this section shall take effect as though enacted 

10 as part of section 610 of the Dodd-Frank Wall Street Re11 form and Consumer Protection Act (124 Stat. 1611). 

12 SEC. 1207. TITLE VII CORRECTIONS. 

13 (a) IN GENERAL.—Title VII of the Dodd-Frank Wall 

14 Street Reform and Consumer Protection Act (15 U.S.C. 

15 8301 et seq.) is amended— 

16 (1) in section 719(c)(1)(B) (15 U.S.C. 

17 8307(c)(1)(B)), by adding a period at the end; 

18 (2) in section 723(a)(1)(B) (124 Stat. 1675), by 

19 inserting ‘‘, as added by section 107 of the Com20 modity Futures Modernization Act of 2000 (Appendix 

21 E of Public Law 106–554; 114 Stat. 2763A–382),’’ 

22 after ‘‘subsection (i)’’; 

23 (3) in section 734(b)(1) (124 Stat. 1718), by 

24 striking ‘‘is amended’’ and all that follows through 

25 ‘‘(B) in’’ and inserting ‘‘is amended in’’; 


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1 (4) in section 741(b)(10) (124 Stat. 1732), by 

2 striking ‘‘1a(19)(A)(iv)(II)’’ each place it appears 

3 and inserting ‘‘1a(18)(A)(iv)(II)’’; and 

4 (5) in section 749 (124 Stat. 1746)— 

5 (A) in subsection (a)(2), by striking ‘‘add6 ing at the end’’ and inserting ‘‘inserting after 

7 subsection (f)’’; and 

8 (B) in subsection (h)(1)(B), by inserting 

9 ‘‘the second place that term appears’’ before the 

10 semicolon. 

11 (b) EFFECTIVE DATE.—The amendments made by 

12 paragraphs (3), (4), and (5) of subsection (a) of this section 

13 shall take effect as though enacted as part of part II of sub14 title A of title VII of the Dodd-Frank Wall Street Reform 

15 and Consumer Protection Act (124 Stat. 1658). 

16 SEC. 1208. TITLE IX CORRECTIONS. 

17 Section 939(h)(1) of the Dodd-Frank Wall Street Re18 form and Consumer Protection Act (124 Stat. 1887) is 

19 amended— 

20 (1) in the matter preceding subparagraph (A), 

21 by inserting ‘‘The’’ before ‘‘Commission’’; and 

22 (2) by striking ‘‘feasability’’ and inserting ‘‘fea23 sibility’’. 


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1 SEC. 1209. TITLE X CORRECTIONS. 

2 (a) IN GENERAL.—Title X of the Dodd-Frank Wall 

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

4 5481 et seq.) is amended— 

5 (1) in section 1002(12)(G) (12 U.S.C. 

6 5481(12)(G)), by striking ‘‘Home Owners’’ and in7 serting ‘‘Homeowners’’; 

8 (2) in section 1013(a)(1)(C) (12 U.S.C. 

9 5493(a)(1)(C)), by striking ‘‘section 11(1)’’ and in10 serting ‘‘subsection (l) of section 11’’; 

11 (3) in section 1017(a)(2) (as so redesignated by 

12 section 713) (12 U.S.C. 5497(a)(5))— 

13 (A) in subparagraph (A), in the last sen14 tence by striking ‘‘716(c) of title 31, United 

15 States Code’’ and inserting ‘‘716 of title 31, 

16 United States Code’’; and 

17 (B) in subparagraph (C), by striking ‘‘sec18 tion 3709 of the Revised Statutes of the United 

19 States (41 U.S.C. 5)’’ and inserting ‘‘section 

20 6101 of title 41, United States Code’’; 

21 (4) in section 1027(d)(1)(B) (12 U.S.C. 

22 5517(d)(1)(B)), by inserting a comma after ‘‘(A)’’; 

23 (5) in section 1029(d) (12 U.S.C. 5519(d)), by 

24 striking the period after ‘‘Commission Act’’; 

25 (6) in section 1061(b)(7) (12 U.S.C. 

26 5581(b)(7))— 


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1 (A) by striking ‘‘Secretary of the Depart2 ment of Housing and Urban Development’’ each 

3 place that term appears and inserting ‘‘Depart4 ment of Housing and Urban Development’’; and 

5 (B) in subparagraph (A), by striking ‘‘(12 

6 U.S.C. 5102 et seq.)’’ and inserting ‘‘(12 U.S.C. 

7 5101 et seq.)’’; 

8 (7) in section 1063 (12 U.S.C. 5583)— 

9 (A) in subsection (f)(1)(B), by striking 

10 ‘‘that’’; and 

11 (B) in subsection (g)(1)(A)— 

12 (i) by striking ‘‘(12 U.S.C. 5102 et 

13 seq.)’’ and inserting ‘‘(12 U.S.C. 5101 et 

14 seq.)’’; and 

15 (ii) by striking ‘‘seq)’’ and inserting 

16 ‘‘seq.)’’; 

17 (8) in section 1064(i)(1)(A)(iii) (12 U.S.C. 

18 5584(i)(1)(A)(iii)), by inserting a period before ‘‘If 

19 an’’; 

20 (9) in section 1073(c)(2) (12 U.S.C. 

21 5601(c)(2))— 

22 (A) in the paragraph heading, by inserting 

23 ‘‘AND EDUCATION’’ after ‘‘FINANCIAL LITERACY’’; 

24 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 end 

5 the following: ‘‘, the Agency may, after notice and op6 portunity for comment, prescribe regulations’’; 

7 (11) in section 1077(b)(4)(F) (124 Stat. 2076), 

8 by striking ‘‘associates’’ and inserting ‘‘associate’s’’; 

9 (12) in section 1084(1) (124 Stat. 2081), by in10 serting a comma after ‘‘2009)’’; 

11 (13) in section 1089 (124 Stat. 2092)— 

12 (A) in paragraph (3)— 

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

14 ‘‘and’’ at the end; and 

15 (ii) in subparagraph (B)(vi), by strik16 ing the period at the end and inserting ‘‘; 

17 and’’; and 

18 (B) by redesignating paragraph (4) as sub19 paragraph (C) and adjusting the margins ac20 cordingly; and 

21 (14) in section 1098(6) (124 Stat. 2104), by in22 serting ‘‘the first place that term appears’’ before 

23 ‘‘and’’. 

24 (b) EFFECTIVE DATE.—The amendments made by 

25 paragraphs (11), (12), (13), (14), and (15) of subsection 


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1 (a) shall take effect as though enacted as part of subtitle 

2 H of title X of the Dodd-Frank Wall Street Reform and 

3 Consumer Protection Act (124 Stat. 2080). 

4 SEC. 1210. TITLE XII CORRECTION. 

5 Title XII of the Dodd-Frank Wall Street Reform and 

6 Consumer Protection Act (124 Stat. 2129) is amended, in 

7 section 1208(b) (12 U.S.C. 5626(b)), by inserting ‘‘, as de8 fined in section 103(10) of the Riegle Community Develop9 ment and Regulatory Improvement Act of 1994 (12 U.S.C. 

10 4702(10)),’’ after ‘‘appropriated to the Fund’’. 

11 SEC. 1211. TITLE XIV CORRECTION. 

12 Title XIV of the Dodd-Frank Wall Street Reform and 

13 Consumer Protection Act (124 Stat. 2136) is amended, in 

14 section 1451(c) (12 U.S.C. 1701x–1(c)), by striking ‘‘pursu15 ant’’. 

16 SEC. 1212. TECHNICAL CORRECTIONS TO OTHER STATUTES. 

17 (a) ALTERNATIVE MORTGAGE TRANSACTION PARITY

18 ACT OF 1982.—The Alternative Mortgage Transaction Par19 ity Act of 1982 (12 U.S.C. 3801 et seq.) is amended— 

20 (1) in section 802(a)(3) (12 U.S.C. 3801(a)(3)), 

21 by striking ‘‘the Director of the Office of Thrift Super22 vision’’ and inserting ‘‘the Consumer Law Enforce23 ment Agency’’; 

24 (2) in section 804 (12 U.S.C. 3803)— 


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1 (A) in subsection (a), by striking ‘‘the Di2 rector of the Office of Thrift Supervision’’ each 

3 place such term appears and inserting ‘‘the 

4 Comptroller of the Currency’’; and 

5 (B) in subsection (d)(1), by striking the 

6 comma after ‘‘Administration’’. 

7 (b) BANK HOLDING COMPANY ACT AMENDMENTS OF

8 1970.—Section 106(b)(1) of the Bank Holding Company 

9 Act Amendments of 1970 (12 U.S.C. 1972(1)) is amended, 

10 in the undesignated matter at the end, by striking ‘‘Federal 

11 Deposit Insurance Company’’ and inserting ‘‘Federal De12 posit Insurance Corporation’’. 

13 (c) BALANCED BUDGET AND EMERGENCY DEFICIT

14 CONTROL ACT.—Section 255(g)(1)(A) of the Balanced 

15 Budget and Emergency Deficit Control Act of 1985 (2 

16 U.S.C. 905(g)(1)(A)) is amended by striking ‘‘Office of 

17 Thrift Supervision (20–4108–0–3–373).’’. 

18 (d) BRETTON WOODS AGREEMENTS ACT.—Section 

19 68(a)(1) of the Bretton Woods Agreements Act (22 U.S.C. 

20 286tt(a)(1)) is amended by striking ‘‘Fund ,’’ and inserting 

21 ‘‘Fund,’’. 

22 (e) CAN–SPAM ACT OF 2003.—Section 7(b)(1)(D) of 

23 the CAN–SPAM Act of 2003 (15 U.S.C. 7706(b)(1)(D)) is 

24 amended by striking ‘‘Director of the Office of Thrift Super25 vision’’ and inserting ‘‘Comptroller of the Currency or the 


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1 Board of Directors of Federal Deposit Insurance Corpora2 tion, as applicable,’’. 

3 (f) CHILDREN’S ONLINE PRIVACY PROTECTION ACT OF

4 1998.—Section 1306(b)(2) of the Children’s Online Privacy 

5 Protection Act of 1998 (15 U.S.C. 6505(b)(2)) is amended 

6 by striking ‘‘Director of the Office of Thrift Supervision’’ 

7 and inserting ‘‘Comptroller of the Currency and the Board 

8 of Directors of Federal Deposit Insurance Corporation, as 

9 applicable,’’. 

10 (g) COMMUNITY REINVESTMENT ACT OF 1977.—The 

11 Community Reinvestment Act of 1977 (12 U.S.C. 2901 et 

12 seq.) is amended— 

13 (1) in section 803(1)(C) (12 U.S.C. 2902(1)(C)), 

14 by striking the period at the end and inserting a 

15 semicolon; and 

16 (2) in section 806 (12 U.S.C. 2905), by striking 

17 ‘‘companies,,’’ and inserting ‘‘companies,’’. 

18 (h) CREDIT REPAIR ORGANIZATIONS ACT.—Section 

19 403(4) of the Credit Repair Organizations Act (15 U.S.C. 

20 1679a(4)) is amended by striking ‘‘103(e)’’ and inserting 

21 ‘‘103(f)’’. 

22 (i) DEPOSITORY INSTITUTION MANAGEMENT INTER23 LOCKS ACT.—Section 205(9) of the Depository Institution 

24 Management Interlocks Act (12 U.S.C. 3204(9)) is amended 


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1 by striking ‘‘Director of the Office of Thrift Supervision’’ 

2 and inserting ‘‘appropriate Federal banking agency’’. 

3 (j) ECONOMIC GROWTH AND REGULATORY PAPER4 WORK REDUCTION ACT OF 1996.—Section 2227(a)(1) of the 

5 Economic Growth and Regulatory Paperwork Reduction 

6 Act of 1996 (12 U.S.C. 252(a)(1)) is amended by striking 

7 ‘‘the Director of the Office of Thrift Supervision,’’. 

8 (k) ELECTRONIC FUND TRANSFER ACT.—The Elec9 tronic Fund Transfer Act (15 U.S.C. 1693 et seq.) is 

10 amended— 

11 (1) in section 903 (15 U.S.C. 1693a)— 

12 (A) in paragraph (2), by striking ‘‘103(i)’’ 

13 and inserting ‘‘103(j)’’; and 

14 (B) by redesignating the first paragraph 

15 designated as paragraph (4) (defining the term 

16 ‘‘Board’’), as paragraph (3); 

17 (2) in section 904(a) (15 U.S.C. 1693b(a))— 

18 (A) by redesignating the second paragraph 

19 designated as paragraph (1) (relating to con20 sultation with other agencies), the second para21 graph designated as paragraph (2) (relating to 

22 the preparation of an analysis of economic im23 pact), paragraph (3), and paragraph (4), as sub24 paragraphs (A), (B), (C), and (D), respectively, 

25 and adjusting the margins accordingly; and 


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1 (B) by striking ‘‘In prescribing such regula2 tions, the Board shall:’’ and inserting the fol3 lowing: 

4 ‘‘(3) REGULATIONS.—In prescribing regulations 

5 under this subsection, the Agency and the Board 

6 shall—’’; 

7 (3) in section 909(c) (15 U.S.C. 1693g(c)), by 

8 striking ‘‘103(e)’’ and inserting ‘‘103(f)’’; 

9 (4) in section 918(a)(4) (15 U.S.C. 1693o(a)(4), 

10 by striking ‘‘Act and’’ and inserting ‘‘Act; and’’; 

11 (5) by redesignating the section added by section 

12 1073(4) of the Dodd-Frank Wall Street Reform and 

13 Consumer Protection Act (relating to remittance 

14 transfers) (15 U.S.C. 1693o–1) as section 920 of the 

15 Electronic Fund Transfer Act; 

16 (6) by redesignating the section headed ‘‘Relation 

17 to State laws’’ (15 U.S.C. 1693q) as section 921 of the 

18 Electronic Fund Transfer Act; 

19 (7) by redesignating the section headed ‘‘Exemp20 tion for State regulation’’ (15 U.S.C. 1693r) as sec21 tion 922 of the Electronic Fund Transfer Act; and 

22 (8) by redesignating the section headed ‘‘Effective 

23 date’’ (15 U.S.C. 1693 note) as section 923 of the 

24 Electronic Fund Transfer Act. 


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1 (l) EMERGENCY ECONOMIC STABILIZATION ACT OF

2 2008.—Section 101(b) of the Emergency Economic Sta3 bilization Act of 2008 (12 U.S.C. 5211(b)) is amended by 

4 striking ‘‘the Director of the Office of Thrift Supervision,’’. 

5 (m) EQUAL CREDIT OPPORTUNITY ACT.—The Equal 

6 Credit Opportunity Act (15 U.S.C. 1691 et seq.) is amend7 ed— 

8 (1) in section 703 (15 U.S.C. 1691b)— 

9 (A) in each of subsections (c) and (d), by 

10 striking ‘‘paragraph’’ each place that term ap11 pears and inserting ‘‘subsection’’; and 

12 (B) in subsection (g), by adding a period at 

13 the end; 

14 (2) in section 704 (15 U.S.C. 1691c)— 

15 (A) in subsection (a)— 

16 (i) by striking ‘‘Consumer Protection 

17 Financial Protection Act of 2010 with’’ and 

18 inserting ‘‘Consumer Financial Protection 

19 Act of 2010, compliance with’’; 

20 (ii) in paragraph (1)— 

21 (I) by striking ‘‘section 8’’ and in22 serting ‘‘Section 8’’; and 

23 (II) in subparagraph (C), by 

24 striking ‘‘banks;’’ and inserting 

25 ‘‘banks.’’; 


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1 (iii) in each of paragraphs (6) and (7), 

2 by striking the semicolon at the end and in3 serting a period; and 

4 (iv) in paragraph (8), by striking ‘‘; 

5 and’’ and inserting a period; and 

6 (B) in subsection (c), in the second sentence, 

7 by striking ‘‘subchapter’’ and inserting ‘‘title’’; 

8 and 

9 (3) in section 706(k) (15 U.S.C. 1691e(k)), by 

10 striking ‘‘, (2), or (3)’’ and inserting ‘‘or (2)’’. 

11 (n) EXPEDITED FUNDS AVAILABILITY ACT.—The Ex12 pedited Funds Availability Act (12 U.S.C. 4001 et seq.) is 

13 amended— 

14 (1) in section 605(f)(2)(A) (12 U.S.C. 

15 4004(f)(2)(A)), by striking ‘‘,,’’ and inserting a semi16 colon; and 

17 (2) in section 610(a)(2) (12 U.S.C. 4009(a)(2)), 

18 by striking ‘‘Director of the Office of Thrift Super19 vision’’ and inserting ‘‘Comptroller of the Currency 

20 and the Board of Directors of the Federal Deposit In21 surance Corporation, as appropriate,’’. 

22 (o) FAIR CREDIT REPORTING ACT.—The Fair Credit 

23 Reporting Act (15 U.S.C. 1681 et seq.) is amended— 

24 (1) in section 603 (15 U.S.C. 1681a)— 


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1 (A) in subsection (d)(2)(D), by striking 

2 ‘‘(x)’’ and inserting ‘‘(y)’’; 

3 (B) in subsection (q)(5), by striking 

4 ‘‘103(i)’’ and inserting ‘‘103(j)’’; and 

5 (C) in subsection (v), by striking ‘‘Bureau’’ 

6 and inserting ‘‘Federal Trade Commission’’; 

7 (2) in section 604 (15 U.S.C. 1681b)— 

8 (A) in subsection (b)— 

9 (i) in paragraph (2)(B)(i), by striking 

10 ‘‘section 615(a)(3)’’ and inserting ‘‘section 

11 615(a)(4)’’; 

12 (ii) in paragraph (3)(B)(ii), by strik13 ing ‘‘clause (B)(i)(IV)’’ and inserting 

14 ‘‘clause (i)(IV)’’; 

15 (iii) in paragraph (4)(A)(ii), by in16 serting ‘‘and’’ after the semicolon; and 

17 (iv) by striking ‘‘section 609(c)(3)’’ 

18 each place that term appears and inserting 

19 ‘‘section 609(c)’’; and 

20 (B) in subsection (g)(5), by striking ‘‘PARA21 GRAPH (2).—’’ and all that follows through ‘‘The 

22 Bureau’’ and inserting ‘‘PARAGRAPH (2).—The 

23 Agency’’; 

24 (3) in section 605 (15 U.S.C. 1681c)— 


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1 (A) in subsection (f), by striking ‘‘who’’ and 

2 inserting ‘‘which’’; and 

3 (B) in subsection (h)(2)(A)— 

4 (i) by striking ‘‘shall,,’’ and inserting 

5 ‘‘shall,’’; and 

6 (ii) by striking ‘‘Commission,,’’ and 

7 inserting ‘‘Commission,’’; 

8 (4) in section 605A(h)(1)(A) (15 U.S.C. 1681c– 

9 1(h)(1)(A)), by striking ‘‘103(i)’’ and inserting 

10 ‘‘103(j)’’; 

11 (5) in section 607(e)(3)(A) (15 U.S.C. 

12 1681e(e)(3)(A)), by striking ‘‘section 604(b)(4)(E)(i)’’ 

13 and inserting ‘‘section 604(b)(4)(D)(i)’’; 

14 (6) in section 609 (15 U.S.C. 1681g)— 

15 (A) in subsection (a)(3)(C)(i), by striking 

16 ‘‘section 604(b)(4)(E)(i)’’ and inserting ‘‘section 

17 604(b)(4)(D)(i)’’; 

18 (B) in subsection (c)(1)— 

19 (i) in the paragraph heading, by strik20 ing ‘‘COMMISSION’’ and inserting ‘‘BU21 REAU’’; and 

22 (ii) in subparagraph (B)(vi), by strik23 ing ‘‘603(w)’’ and inserting ‘‘603(x)’’; 

24 (C) in subsection (e)(2)(B)(ii)(II), by strik25 ing ‘‘an’’; and 


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1 (D) by striking ‘‘The Commission’’ each 

2 place that term appears and inserting ‘‘The Bu3 reau’’; 

4 (7) in section 610 (15 U.S.C. 1681h)— 

5 (A) in subsection (b)(1), by inserting ‘‘sec6 tion’’ after ‘‘under’’; and 

7 (B) in subsection (e), by inserting a comma 

8 after ‘‘on the report’’; 

9 (8) in section 611 (15 U.S.C. 1681i), by striking 

10 ‘‘The Commission’’ each place that term appears and 

11 inserting ‘‘The Agency’’; 

12 (9) in section 612 (15 U.S.C. 1681j)— 

13 (A) in subsection (a)(1)— 

14 (i) by striking ‘‘(w)’’ and inserting 

15 ‘‘(x)’’; and 

16 (ii) in subparagraph (C), by striking 

17 ‘‘603(w)’’ each place that term appears and 

18 inserting ‘‘603(x)’’; 

19 (B) in subsection (g), by striking 

20 ‘‘televison’’ and inserting ‘‘television’’; and 

21 (C) by striking ‘‘The Commission’’ each 

22 place that term appears and inserting ‘‘The Bu23 reau’’; 

24 (10) in section 621 (15 U.S.C. 1681s)— 


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1 (A) in subsection (a)(1), in the first sen2 tence, by striking ‘‘, subsection (b)’’; 

3 (B) in subsection (e)(2), by inserting a pe4 riod after ‘‘provisions of this title’’; and 

5 (C) in subsection (f)(2), by striking ‘‘The 

6 Commission’’ and inserting ‘‘The Agency’’ and 

7 (11) in section 623(a)(5) (15 U.S.C. 1681s– 

8 2(a)(5)), by striking ‘‘OF ACCOUNTS.—(A) IN GEN9 ERAL.—A person’’ and inserting ‘‘OF ACCOUNTS.— 

10 ‘‘(A) IN GENERAL.—A person’’. 

11 (p) FEDERAL CREDIT UNION ACT.—Section 

12 206(g)(7)(D)(iv) of the Federal Credit Union Act (12 

13 U.S.C. 1786(g)(7)(D)(iv)) is amended by striking the semi14 colon at the end and inserting a period. 

15 (q) FEDERAL DEPOSIT INSURANCE ACT.—The Federal 

16 Deposit Insurance Act (12 U.S.C. 1811 et seq.) is amend17 ed— 

18 (1) in section 3(q)(2)(C) (12 U.S.C. 

19 1813(q)(2)(C)), by adding ‘‘and’’ at the end; 

20 (2) in section 7 (12 U.S.C. 1817)— 

21 (A) in subsection (b)(2)— 

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

23 ‘‘(D)’’ and inserting ‘‘(C)’’; and 


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1 (ii) by redesignating subparagraphs 

2 (D) and (E) as subparagraphs (C) and (D), 

3 respectively; and 

4 (B) in subsection (e)(2)(C), by adding a pe5 riod at the end; 

6 (3) in section 8 (12 U.S.C. 1818)— 

7 (A) in subsection (b)(3), by striking ‘‘Act))’’ 

8 and inserting ‘‘Act)’’; and 

9 (B) in subsection (t)(2)(C), by striking ‘‘de10 positors 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 it 

17 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 Preven24 tion and Control Act of 1974 (15 U.S.C. 2227(a)(5)(B)) is 

25 amended by striking ‘‘the Federal Deposit Insurance CorVerDate Sep 11 2014 20:38 May 25, 2017 Jkt 069200 PO 00000 Frm 00563 Fmt 6652 Sfmt 6203 E:\BILLS\H10.RH H10

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1 poration’’ and all that follows through the period and in2 serting ‘‘or the Federal Deposit Insurance Corporation 

3 under the affordable housing program under section 40 of 

4 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 or 

11 the Board of Directors of the Federal Deposit Insur12 ance 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 Chair18 man of the Board of Governors of the Federal 

19 Reserve System, the Chairperson of the Federal 

20 Deposit Insurance Corporation, and the Chair21 man of the National Credit Union Administra22 tion’’; 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 20:38 May 25, 2017 Jkt 069200 PO 00000 Frm 00564 Fmt 6652 Sfmt 6203 E:\BILLS\H10.RH 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 Institu13 tions Reform, Recovery, and Enforcement Act of 1989 (Pub14 lic 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 Gramm-Leach18 Bliley Act (Public Law 106–102; 113 Stat. 1338) is amend19 ed— 

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. 6804(a)(2)), 

4 by striking ‘‘and, as appropriate, and with’’ and in5 serting ‘‘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 Office 

13 of Thrift Supervision’’ and inserting ‘‘Comptroller of 

14 the Currency and the Board of Directors of the Fed15 eral Deposit Insurance Corporation, as appropriate’’. 

16 (w) HELPING FAMILIES SAVE THEIR HOMES ACT OF

17 2009.—Section 104 of the Helping Families Save Their 

18 Homes Act of 2009 (12 U.S.C. 1715z–25) is amended— 

19 (1) in subsection (a)— 

20 (A) by striking ‘‘and the Director of the Of21 fice of Thrift Supervision, shall jointly’’ and in22 serting ‘‘shall’’; 

23 (B) by striking ‘‘and the Office of Thrift 

24 Supervision’’; and 


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1 (C) by striking ‘‘each such’’ and inserting 

2 ‘‘such’’; and 

3 (2) in subsection (b)(1)— 

4 (A) in subparagraph (A)— 

5 (i) in the first sentence— 

6 (I) by striking ‘‘and the Director 

7 of the Office of Thrift Supervision,’’; 

8 and 

9 (II) by striking ‘‘or the Director’’; 

10 (ii) in the second sentence, by striking 

11 ‘‘and the Director of the Office of Thrift Su12 pervision’’; and 

13 (B) in subparagraph (B), by striking ‘‘and 

14 the Director of the Office of Thrift Supervision’’. 

15 (x) HOME MORTGAGE DISCLOSURE ACT OF 1975.— 

16 The Home Mortgage Disclosure Act of 1975 (12 U.S.C. 2801 

17 et seq.) is amended— 

18 (1) in section 304— 

19 (A) in subsection (b)(5)(A), by striking ‘‘15 

20 U.S.C. 1602(aa)(4)’’ and inserting ‘‘section 

21 103(aa)(4) of the Truth in Lending Act’’; and 

22 (B) in subsection (j)(3) (12 U.S.C. 

23 2803(j)(3)), by adding a period at the end; and 


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1 (2) in section 305(b)(1)(A)(iii) (12 U.S.C. 

2 2804(b)(1)(A)(iii)), by striking ‘‘bank as,’’ and insert3 ing ‘‘bank, as’’. 

4 (y) HOME OWNERS’ LOAN ACT.—The Home Owners’ 

5 Loan Act (12 U.S.C. 1461 et seq.) is amended— 

6 (1) in section 5 (12 U.S.C. 1464)— 

7 (A) in subsection (d)(2)(E)(ii)— 

8 (i) in the first sentence, by striking 

9 ‘‘Except as provided in section 21A of the 

10 Federal Home Loan Bank Act, the’’ and in11 serting ‘‘The’’; and 

12 (ii) by striking ‘‘, at the Director’s dis13 cretion,’’; 

14 (B) in subsection (i)(6), by striking ‘‘the Of15 fice of Thrift Supervision or’’; 

16 (C) in subsection (m), by striking ‘‘Direc17 tor’s’’ each place that term appears and insert18 ing ‘‘appropriate Federal banking agency’s’’; 

19 (D) in subsection (n)(9)(B), by striking 

20 ‘‘Director’s’’ and inserting ‘‘Comptroller’s’’; and 

21 (E) in subsection (s)— 

22 (i) in paragraph (1)— 

23 (I) in the matter preceding sub24 paragraph (A), by striking ‘‘of such 

25 Act)’’ and all that follows through 


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1 ‘‘shall require’’ and inserting ‘‘of such 

2 Act), the appropriate Federal banking 

3 agency shall require’’; and 

4 (II) in subparagraph (B), by 

5 striking ‘‘other methods’’ and all that 

6 follows through ‘‘determines’’ and in7 serting ‘‘other methods as the appro8 priate Federal banking agency deter9 mines’’; 

10 (ii) in paragraph (2)— 

11 (I) by striking ‘‘DETERMINED’’ 

12 and all that follows through ‘‘may, 

13 consistent’’ and inserting ‘‘DETER14 MINED BY APPROPRIATE FEDERAL

15 BANKING AGENCY CASE-BY-CASE.—The 

16 appropriate Federal banking agency 

17 may, consistent’’; and 

18 (II) by striking ‘‘capital-to-assets’’ 

19 and all that follows through ‘‘deter20 mines to be necessary’’ and inserting 

21 ‘‘capital-to-assets as the appropriate 

22 Federal banking agency determines to 

23 be necessary’’; 

24 (2) in section 6(c) (12 U.S.C. 1465(c)), by strik25 ing ‘‘sections’’ and inserting ‘‘section’’; 


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1 (3) in section 10 (12 U.S.C. 1467a)— 

2 (A) in subsection (b)(6), by striking ‘‘time’’ 

3 and all that follows through ‘‘release’’ and insert4 ing ‘‘time, upon the motion or application of the 

5 Board, release’’; 

6 (B) in subsection (c)(2)(H)— 

7 (i) in the matter preceding clause (i)— 

8 (I) by striking ‘‘1841(p))’’ and in9 serting ‘‘1841(p)))’’; and 

10 (II) by inserting ‘‘(12 U.S.C. 

11 1843(k))’’ before ‘‘if—’’; and 

12 (ii) in clause (i), by inserting ‘‘of 1956 

13 (12 U.S.C. 1843(l) and (m))’’ after ‘‘Com14 pany Act’’; and 

15 (C) in subsection (e)(7)(B)(iii)— 

16 (i) by striking ‘‘Board of the Office of 

17 Thrift Supervision’’ and inserting ‘‘Director 

18 of the Office of Thrift Supervision’’; and 

19 (ii) by inserting ‘‘, as defined in sec20 tion 2 of the Dodd-Frank Wall Street Re21 form and Consumer Protection Act (12 

22 U.S.C. 5301)’’ after ‘‘transfer date’’; and 

23 (4) in section 13 (12 U.S.C. 1468b), by striking 

24 ‘‘the a’’ and inserting ‘‘a’’. 


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1 (z) HOUSING ACT OF 1948.—Section 502(c)(3) of the 

2 Housing Act of 1948 (12 U.S.C. 1701c(c)(3)) is amended 

3 by striking ‘‘Federal Home Loan Bank Agency’’ and insert4 ing ‘‘Federal Housing Finance Agency’’. 

5 (aa) HOUSING AND URBAN DEVELOPMENT ACT OF

6 1968.—Section 106(h)(5) of the Housing and Urban Devel7 opment Act of 1968 (12 U.S.C. 1701x(h)(5)) is amended 

8 by striking ‘‘authorised’’ and inserting ‘‘authorized’’. 

9 (bb) INTERNATIONAL BANKING ACT OF 1978.—Section 

10 15 of the International Banking Act of 1978 (12 U.S.C. 

11 3109) is amended— 

12 (1) in each of subsections (a) and (b)— 

13 (A) by striking ‘‘, and Director of the Office 

14 of Thrift Supervision’’ each place that term ap15 pears; and 

16 (B) by inserting ‘‘and’’ before ‘‘Federal De17 posit’’ each place that term appears; 

18 (2) in subsection (a), by striking ‘‘Comptroller, 

19 Corporation, or Director’’ and inserting ‘‘Comptroller 

20 of the Currency, or Corporation’’; and 

21 (3) in subsection (c)(4)— 

22 (A) by inserting ‘‘and’’ before ‘‘the Federal 

23 Deposit’’; and 

24 (B) by striking ‘‘, and the Director of the 

25 Office of Thrift Supervision’’. 


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1 (cc) INTERNATIONAL LENDING SUPERVISION ACT OF

2 1983.—Section 912 of the International Lending Super3 vision Act of 1983 (12 U.S.C. 3911) is amended— 

4 (1) by amending the section heading to read as 

5 follows: ‘‘EQUAL REPRESENTATION FOR FED6 ERAL DEPOSIT INSURANCE CORPORATION’’; 

7 (2) by striking ‘‘(a) IN GENERAL.—’’; and 

8 (3) by striking subsection (b). 

9 (dd) INTERSTATE LAND SALES FULL DISCLOSURE

10 ACT.—The Interstate Land Sales Full Disclosure Act (15 

11 U.S.C. 1701 et seq.) is amended in each of section 1411(b) 

12 (15 U.S.C. 1710(b)) and subsections (b)(4) and (d) of sec13 tion 1418a (15 U.S.C. 1717a), by striking ‘‘Secretary’s’’ 

14 each place that term appears and inserting ‘‘Director’s’’. 

15 (ee) LEGAL CERTAINTY FOR BANK PRODUCTS ACT OF

16 2000.—Section 403(b)(1) of the Legal Certainty for Bank 

17 Products Act of 2000 (7 U.S.C. 27a(b)(1)) is amended by 

18 striking ‘‘that section’’ and inserting ‘‘section’’. 

19 (ff) PUBLIC LAW 93–495.—Section 111 of Public Law 

20 93–495 (12 U.S.C. 250) is amended by striking ‘‘the Direc21 tor of the Office of Thrift Supervision,’’. 

22 (gg) REVISED STATUTES OF THE UNITED STATES.— 

23 Section 5136C(i) of the Revised Statutes of the United 

24 States (12 U.S.C. 25b(i)) is amended by striking ‘‘POWVerDate Sep 11 2014 20:38 May 25, 2017 Jkt 069200 PO 00000 Frm 00572 Fmt 6652 Sfmt 6203 E:\BILLS\H10.RH H10

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1 ERS.—’’ and all that follows through ‘‘In accordance’’ and 

2 inserting ‘‘POWERS.—In accordance’’. 

3 (hh) RIEGLE COMMUNITY DEVELOPMENT AND REGU4 LATORY IMPROVEMENT ACT OF 1994.—Section 117(e) of the 

5 Riegle Community Development and Regulatory Improve6 ment Act of 1994 (12 U.S.C. 4716(e)) is amended by strik7 ing ‘‘the Director of the Office of Thrift Supervision,’’. 

8 (ii) S.A.F.E. MORTGAGE LICENSING ACT OF 2008.— 

9 Section 1514 of the S.A.F.E. Mortgage Licensing Act of 

10 2008 (12 U.S.C. 5113) is amended in each of subsections 

11 (b)(5) and (c)(4)(C), by striking ‘‘Secretary’s’’ each place 

12 that term appears and inserting ‘‘Director’s’’. 

13 (jj) SECURITIES EXCHANGE ACT OF 1934.—The Secu14 rities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is 

15 amended— 

16 (1) in section 3C(g)(4)(B)(v) (15 U.S.C. 78c– 

17 3(g)(4)(B)(v)), by striking ‘‘of that Act’’ and inserting 

18 ‘‘of that section’’; 

19 (2) in section 3D(d)(10)(A) (15 U.S.C. 78c– 

20 4(d)(10)(A)), by striking ‘‘taking’’ and inserting 

21 ‘‘take’’; 

22 (3) in section 3E(b)(1) (15 U.S.C. 78c–5(b)(1)), 

23 by striking ‘‘though’’ and inserting ‘‘through’’; 


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1 (4) 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 (5) 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 mu7 nicipal advisor,,’’ and inserting ‘‘dealer, munic8 ipal advisor,’’; 

9 (B) by redesignating subsection (j) (relating 

10 to the authority of the Commission) as subsection 

11 (p) and moving that subsection to the end; 

12 (C) as amended by section 841(d), by redes13 ignating the section subsection (k) and second 

14 subsection (l) (relating to standard of conduct 

15 and other matters, respectively), as added by sec16 tion 913(g)(1) of the Dodd-Frank Wall Street 

17 Reform and Consumer Protection Act (124 Stat. 

18 1828), as subsections (q) and (r), respectively 

19 and moving those subsections to the end; and 

20 (D) in subsection (m), by inserting ‘‘the’’ 

21 before ‘‘same extent’’; 

22 (6) in section 15F(h) (15 U.S.C. 78o–10(h))— 

23 (A) in paragraph (2)(A), by inserting ‘‘a’’ 

24 after ‘‘that acts as an advisor to’’; 


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1 (B) in paragraph (2)(B), by inserting ‘‘a’’ 

2 after ‘‘offers to enter into’’; and 

3 (C) in paragraph (5)(A)(i)— 

4 (i) by inserting ‘‘(A)’’ after ‘‘(18)’’; 

5 and 

6 (ii) in subclause (VII), by striking ‘‘act 

7 of’’ and inserting ‘‘Act of’’; 

8 (7) in section 15G (15 U.S.C. 78o–11)— 

9 (A) in subsection (b)(2), by inserting 

10 ‘‘Board of Directors of the’’ before ‘‘Federal 

11 Housing’’; 

12 (B) in subsection (e)(4)(A), by striking 

13 ‘‘subsection’’ and inserting ‘‘section’’; 

14 (C) in subsection (e)(4)(C)— 

15 (i) by striking ‘‘129C(c)(2)’’ and in16 serting ‘‘129C(b)(2)(A)’’; and 

17 (ii) by inserting ‘‘(15 U.S.C. 

18 1639c(b)(2)(A))’’ after ‘‘Lending Act’’; and 

19 (D) in subsection (e)(5), by striking ‘‘sub20 section’’ and inserting ‘‘section’’; and 

21 (8) in section 17A (15 U.S.C. 78q–1), by redesig22 nating subsection (g), as added by section 929W of the 

23 Dodd-Frank Wall Street Reform and Consumer Pro24 tection Act (relating to due diligence for the delivery 

25 of dividends, interest, and other valuable property 


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1 rights) as subsection (n) and moving that subsection 

2 to the end. 

3 (kk) TELEMARKETING AND CONSUMER FRAUD AND

4 ABUSE PREVENTION ACT.—Section 3(b) of the Tele5 marketing and Consumer Fraud and Abuse Prevention Act 

6 (15 U.S.C. 6102(b)) is amended by inserting before the pe7 riod at the end the following: ‘‘, provided, however, nothing 

8 in this section shall conflict with or supersede section 6 of 

9 the Federal Trade Commission Act (15 U.S.C. 46)’’. 

10 (ll) TITLE 5.—Title 5, United States Code, is amend11 ed— 

12 (1) in section 3132(a)(1)(D), as amended by sec13 tion 711, by striking ‘‘the Office of Thrift Super14 vision,, the Resolution Trust Corporation,’’; and 

15 (2) in section 5314, by striking ‘‘Director of the 

16 Office of Thrift Supervision.’’. 

17 (mm) TITLE 31.— 

18 (1) AMENDMENTS.—Title 31, United States 

19 Code, is amended— 

20 (A) by striking section 309; and 

21 (B) in section 714(d)(3)(B) by striking ‘‘a 

22 audit’’ and inserting ‘‘an audit’’. 

23 (2) ANALYSIS.—The analysis for subchapter I of 

24 chapter 3 of title 31, United States Code, is amended 

25 by striking the item relating to section 309. 


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1 (nn) TRUTH IN LENDING ACT.—The Truth in Lending 

2 Act (15 U.S.C. 1601 et seq.) is amended— 

3 (1) in section 105 (15 U.S.C. 1604), by inserting 

4 subsection (h), as added by section 1472(c) of the 

5 Dodd-Frank Wall Street Reform and Consumer Pro6 tection Act (124 Stat. 2187), before subsection (i), as 

7 added by section 1100A(7) of that Act (124 Stat. 

8 2108); 

9 (2) in section 106(f)(2)(B)(i) (15 U.S.C. 

10 1605(f)(2)(B)(i)), by striking ‘‘103(w)’’ and inserting 

11 ‘‘103(x)’’; 

12 (3) in section 121(b) (15 U.S.C. 1631(b)), by 

13 striking ‘‘103(f)’’ and inserting ‘‘103(g)’’; 

14 (4) in section 122(d)(5) (15 U.S.C. 1632(d)(5)), 

15 by striking ‘‘section 603)’’ and all that follows 

16 through ‘‘promulgate’’ and inserting ‘‘section 603), 

17 may promulgate’’; 

18 (5) in section 125(e)(1) (15 U.S.C. 1635(e)(1)), 

19 by striking ‘‘103(w)’’ and inserting ‘‘103(x)’’; 

20 (6) in section 129 (15 U.S.C. 1639)— 

21 (A) in subsection (q), by striking ‘‘(l)(2)’’ 

22 and inserting ‘‘(p)(2)’’; and 

23 (B) in subsection (u)(3), by striking 

24 ‘‘Board’’ each place that term appears and in25 serting ‘‘Agency’’; 


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1 (7) in section 129C (15 U.S.C. 1639c)— 

2 (A) in subsection (b)(2)(B), by striking the 

3 second period at the end; and 

4 (B) in subsection (c)(1)(B)(ii)(I), by strik5 ing ‘‘a original’’ and inserting ‘‘an original’’; 

6 (8) in section 148(d) (15 U.S.C. 1665c(d)), by 

7 striking ‘‘Bureau’’ and inserting ‘‘Board’’; 

8 (9) in section 149 (15 U.S.C. 1665d)— 

9 (A) by striking ‘‘the Director of the Office of 

10 Thrift Supervision,’’ each place that term ap11 pears; 

12 (B) by striking ‘‘National Credit Union Ad13 ministration Bureau’’ and inserting ‘‘National 

14 Credit Union Administration Board’’ each place 

15 that term appears; and 

16 (C) by striking ‘‘Bureau of Directors of the 

17 Federal Deposit Insurance Corporation’’ and in18 serting ‘‘Board of Directors of the Federal De19 posit Insurance Corporation’’ each place that 

20 term appears; and 

21 (10) in section 181(1) (15 U.S.C. 1667(1)), by 

22 striking ‘‘103(g)’’ and inserting ‘‘103(h)’’. 

23 (oo) TRUTH IN SAVINGS ACT.—The Truth in Savings 

24 Act (12 U.S.C. 4301 et seq.) is amended in each of sections 

25 269(a)(4) (12 U.S.C. 4308(a)(4)), 270(a)(2) (12 U.S.C. 


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1 4309(a)(2)), and 274(6) (12 U.S.C. 4313(6)), by striking 

2 ‘‘Administration Bureau’’ each place that term appears 

3 and inserting ‘‘Administration Board’’. 


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Union Calendar No. 100 

115TH CONGRESS 

1ST SESSION H. R. 10 

[Report No. 115–153, Part I] 

A BILL 

To create hope and opportunity for investors, conless free, and for other purposes. make America less prosperous, less stable, and ing the provisions of the Dodd-Frank Act that increase access to capital and credit, and repeal- Wall Street accountable, eliminating red tape to and Too Big to Fail, holding Washington and sumers, and entrepreneurs by ending bailouts 

MAY 25, 2017 

Reported from the Committee on Financial Services with 

M

an amendment 

AY 25, 2017 

The Committees on Agriculture, Ways and Means, the 

Union and ordered to be printed the Committee of the Whole House on the State of the Education and the Workforce discharged; committed to portation and Infrastructure, Rules, the Budget, and Judiciary, Oversight and Government Reform, TransVerDate Sep 11 2014 20:38 May 25, 2017 Jkt 069200 PO 00000 Frm 00580 Fmt 6651 Sfmt 6651 E:\BILLS\H10.RH H10

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